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

 

 

STAR WARS: EPISODE II

ATTACK OF THE CLONES

 

 

 

By: GEORGE LUCAS

& JONATHAN HALES

 

Revised Third Draft

 

Last Revision

September 5, 2001

 

 

 

 

FOR EDUCATIONAL PURPOSES ONLY

 

 

 

 

A vast sea of stars serves as the backdrop for the main

title. War drums echo through the heavens as a rollup

slowly crawls into infinity.

 

 

There is  unrest  in the Galactic

Senate.  Several  thousand  solar

systems   have   declared   their

intentions to leave the Republic.

 

The      separatist     movement,

under   the   leadership  of  the

mysterious   Count   Dooku,   has

made it difficult for the limited

number   of   Jedi   Knights   to

maintain  peace and order  in the

galaxy.

 

Senator    Amidala,   the  former

Queen   of  Naboo,  is  returning

to  the  Galactic Senate  to vote

on the critical issue of creating

an   ARMY    OF    THE   REPUBLIC

to    assist    the   overwhelmed

Jedi....

 

 

PAN UP to reveal the amber city planet of Coruscant. Two

yellow Naboo Fighters fly OVER CAMERA toward the planet,

followed by a large Naboo Cruiser and one more Fighter.

 

INTERIOR: NABOO CRUISER - DAWN

 

The LIEUTENANT and two SECURITY OFFICERS address SENATOR

AMIDALA as the Cruiser nears the planet.

 

LIEUTENANT: Senator, we're making our final approach in to

Coruscant.

 

SENATOR AMIDALA: Very good, Lieutenant.

 

EXTERIOR: CITYSCAPE, CORUSCANT - DAWN

 

The ships skim across the surface of the city landscape.

The sun glints off the chrome hulls of the sleek Naboo

spacecraft as they navigate between the buildings of the

capital planet.

 

EXTERIOR: CORUSCANT, LANDING PLATFORM - DAWN

 

Two Naboo Fighters land on one leaf of a three-leaf-clover

landing platform. The Naboo Cruiser lands on the central

leaf, and the third Fighter lands on the remaining

platform.

 

A small GROUP OF DIGNITARIES waits to welcome the Senator.

 

One of the FIGHTER PILOTS jumps from the wing of his ship

and removes his helmet. He is CAPTAIN TYPHO, SENATOR

AMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

 

CAPTAIN TYPHO: We made it. I guess I was wrong, there was

no danger at all.

 

The ramp lowers. TWO NABOO GUARDS appear. SENATOR AMIDALA,

ONE HANDMAIDEN (VERSÉ) and FOUR TROOPERS descend the ramp.

AMIDALA is more beautiful now than she was ten years

earlier when, as Queen, she was freeing her people from the

yoke of the Trade Federation.

 

The DIGNITARIES start to move forward. SENATOR AMIDALA

reaches the foot of the ramp, when suddenly there is a

blinding FLASH and a huge EXPLOSION. The DIGNITARIES and

PILOTS are hurled to the ground as the starship is

destroyed.

 

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO

ESCORT PILOTS get up and run to where SENATOR AMIDALA lies

dying. Beyond, ARTOO DETOO drops down from the Naboo

Fighter and rolls toward the wreckage. The FEMALE ESCORT

PILOT kneels by SENATOR AMIDALA and takes off her helmet,

revealing SENATOR PADMÉ AMIDALA.

 

PADMÉ: Cordé...

 

She gathers up her decoy double in her arms. Cordé's eyes

open. She looks up at her.

 

CORDÉ: ...I'm so sorry, M'Lady... I'm... not sure I... I've

failed you, Senator.

 

CORDÉ dies. PADMÉ hugs her.

 

AMIDALA: No...!

 

CAPTAIN TYPHO: M'Lady, you are still in danger here.

 

PADMÉ lowers CORDÉ to the ground. She gets up and looks

around at the devastation. There are tears in her eyes.

 

AMIDALA: I shouldn't have come back.

 

CAPTAIN TYPHO: This vote is very important. You did your

duty - Cordé did hers. Now come. (she doesn't respond

Senator Amidala, please!

 

She turns. They walk away. ARTOO lets out a small whimper

and rolls after them.

 

EXTERIOR: SENATE BUILDING - DAY

 

The massive Senate Building glistens in the afternoon sun.

Small patches of fog have still to burn off.

 

INTERIOR: SENATE CHAMBER - DAY

 

The vast rotunda is buzzing with chatter. MAS AMEDDA, the

Supreme Chancellor's majordomo, tries to quiet things down

as PALPATINE confers with an AIDE, UV GIZEN, riding a small

one-man floating scooter.

 

MAS AMEDDA: Order! We shall have order! The motion for the

Republic to commission an army takes precedent, and that is

what we will vote on at this time.

 

Everything quiets down. The AIDE disperses, and SUPREME

CHANCELLOR PALPATINE steps to the podium.

 

PALPATINE: ...My esteemed colleagues, excuse me... I have

just received some tragic and disturbing news. Senator

Amidala of the Naboo system has been assassinated!

 

There is a shock silence in the vast arena.

 

PALPATINE: This grievous blow is especially personal to me.

Before I became Chancellor, I served Amidala when she was

Queen. She was a great leader who fought for justice, not

only here in this honorable assembly, but also on her home

planet. She was so loved she could have been elected Queen

for life. She believed in public service, and she fervently

believed in democracy. Her death is a great loss to us all.

We will all mourn her as a relentless champion of

freedom... and as a dear friend.

 

There is a moment of silence. ASK AAK, the SENATOR of

MALASTARE, moves his pod into the center of the arena.

 

ASK AAK: How many more Senators will die before this civil

strife ends! We must confront these rebels now, and we need

an army to do it.

 

A second pod moves into the center of the area with

DARSANA, the AMBASSADOR of GLEE ANSELM.

 

DARSANA: Why weren't the Jedi able to stop this

assassination? We are no longer safe, under their

protection.

 

SENATOR ORN FREE TAA swings forward in his pod.

 

ORN FREE TAA: The Republic needs more security now! Before

it comes to war.

 

PALPATINE: Must I remind the Senator from Malastare that

negotiations are continuing with the separatists. Peace is

our objective here... not war.

 

The SENATORS yell pro and con. MAS AMEDDA tries to calm

things down. SENATOR PADMÉ AMIDALA, with CAPTAIN TYPHO, JAR

JAR, and DORMÉ, maneuver her pod into the center of the

vast arena.

 

AMIDALA: My noble colleagues, I concur with the Supreme

Chancellor. At all costs, we do not want war!

 

The Senate goes quiet, then there is an outburst of

cheering and applause.

 

PALPATINE: It is with great surprise and joy the chair

recognizes the Senator from Naboo, Padmé Amidala.

 

PADMÉ: Less than an hour ago, an assassination attempt was

made against my life. One of my bodyguards and six others

were ruthlessly and senselessly murdered. I was the target

but, more importantly, I believe this security measure

before you, was the target. I have led the opposition to

build an army... but there is someone in this body who will

stop at nothing to assure its passage...

 

Many of the SENATORS boo and yell at SENATOR AMIDALA.

 

PADMÉ: I warn you, if you vote to create this army, war

will follow. I have experienced the misery of war

firsthand; I do not wish to do it again.

 

There is sporadic yelling for and against her statements.

 

PADMÉ: Wake up, Senators... you must wake up! If we offer

the separatists violence, they can only show us violence in

return! Many will lose their lives. All will lose their

freedom. This decision could very well destroy the very

foundation of our great Republic. I pray you, do not let

fear push you into a disastrous decision. Vote down this

security measure, which is nothing less than a declaration

of war! Does anyone here want that? I cannot believe they

do.

 

There is an undercurrent of booing... and groaning. SENATOR

ORN FREE TAA moves his pod next to AMIDALA.

 

ORN FREE TAA: My motion to defer the vote must be dealt

with first. That is the rule of law.

 

AMIDALA looks angry and frustrated. PALPATINE gives her a

sympathetic look.

 

PALPATINE: Due to the lateness of the hour and the

seriousness of this motion, we will take up these matters

tomorrow. Until then, the Senate stands adjourned.

 

EXTERIOR: EXECUTIVE QUARTERS BUILDING - DAY

 

The giant towers of the Republic Executive Building seem to

reach the heavens. Traffic clogs the smoggy sky.

 

INTERIOR: CHANCELLOR'S OFFICE - DAY

 

CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD

ROYAL GUARDS on either side of the door. YODA, PLO KOON,

KI-ADI-MUNDI, and MACE WINDU sit across from him. Behind

them stand the Jedi LUMINARA UNDULI and her Padawan,

BARRISS OFFEE.

 

PALPATINE: I don't know how much longer I can hold off the

vote, my friends. More and more star systems are joining

the separatists.

 

MACE WINDU: If they do break away -

 

PALPATINE: I will not let this Republic that has stood for

a thousand years be split in two. My negotiations will not

fail!

 

MACE WINDU: If they do, you must realize there aren't

enough Jedi to protect the Republic. We are keepers of the

peace, not soldiers.

 

PALPATINE: Master Yoda, do you think it will really come to

war?

 

YODA closes his eyes.

 

YODA: Worse than war, I fear... Much worse.

 

PALPATINE: What?

 

MACE WINDU: What do you sense, Master?

 

YODA: The Dark Side clouds everything. Impossible to see,

the future is. But this I am sure of - (opens his eyes) Do

their duty, the Jedi will.

 

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC,

appears on the Chancellor's desk.

 

DAR WAC: (in Huttese) The loyalist committee has arrived,

my Lord.

 

PALPATINE: Good. We will discuss this matter later. Send

them in.

 

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, MAS

AMEDDA, DORMÉ, and SENATORS (BAIL ORGANA, JAR JAR BINKS and

HOROX RYYDER) and their ATTENDANTS enter the office. As

YODA and MACE WINDU move to greet the SENATOR, YODA taps

AMIDALA with his cane.

 

YODA: Padmé, your tragedy on the landing platform,

terrible. With you the force is strong... young Senator.

Seeing you alive brings warm feeling to my heart.

 

PADMÉ: Thank you, Master Yoda. Do you have any idea who was

behind the attack?

 

MACE WINDU: Our intelligence points to disgruntled spice

miners, on the moons of Naboo.

 

PADMÉ: But I think that Count Dooku was behind it.

 

There is a stir of surprise. They look at one another.

 

KI-ADI-MUNDI: He is a political idealist, not a murderer.

 

MACE WINDU: You know, M'Lady, Count Dooku was once a Jedi.

He couldn't assassinate anyone. It's not in his character.

 

YODA: In dark times nothing is what it appears to be, but

the fact remains for certain, Senator, in grave danger you

are.

 

PALPATINE gets up, walks to the window, and looks out at

the vast city.

 

PALPATINE: Master Jedi, may I suggest that the Senator be

placed under the protection of your graces.

 

BAIL ORGANA: Do you think that is a wise decision during

these stressful times?

 

PADMÉ: Chancellor, if I may comment, I do not believe

the...

 

PALPATINE: ..."situation is that serious." No, but I do,

Senator.

 

PADMÉ: Chancellor, please! I don't want any more guards!

 

PALPATINE: I realize all too well that additional security

might be disruptive for you, but perhaps someone you are

familiar with... an old friend like... Master Kenobi...

 

PALPATINE nods to MACE WINDU, who nods back.

 

MACE WINDU: That's possible. He has just returned from a

Border dispute on Ansion.

 

PALPATINE: You must remember him, M'Lady... he watched over

you during the blockade conflict.

 

PADMÉ: This is not necessary, Chancellor.

 

PALPATINE: Do it for me, M'Lady, please. I will rest

easier. We had a big scare today. The thought of losing you

is unbearable.

 

AMIDALA sighs as the JEDI get up to leave.

 

MACE WINDU: I will have Obi-Wan report to you immediately,

M'Lady.

 

YODA leans into her ear.

 

YODA: Too little about yourself you worry, Senator, and too

much about politics. Be mindful of your danger, Padmé.

Accept our help.

 

The JEDI leave the office.

 

EXTERIOR: APARTMENT BUILDING - TWILIGHT

 

A graceful skyscraper twinkles in the evening light of

Coruscant.

 

INTERIOR: APARTMENT BUILDING ELEVATOR - TWILIGHT

 

ANAKIN and OBI-WAN ride in a windowed elevator attached to

the outside of the Senate Building. They are on their way

to SENATOR AMIDALA'S apartments. ANAKIN nervously

rearranges his robes.

 

OBI-WAN: You seem a little on edge, Anakin.

 

ANAKIN: Not at all.

 

OBI-WAN: I haven't felt you this tense since we fell into

that nest of gundarks.

 

ANAKIN: You fell into that nightmare, Master, and I rescued

you, remember?

 

OBI-WAN: Oh yeah. (they laugh) You're sweating. Relax. Take

a deep breath.

 

ANAKIN: I haven't seen her in ten years, Master.

 

OBI-WAN: She's not the Queen anymore, Anakin.

 

ANAKIN: That's not why I'm nervous.

 

INTERIOR: APARTMENT BUILDING, APARTMENT CORRIDOR - TWILIGHT

 

The door to the apartment slides open. JAR JAR walks into

the corridor, where TWO JEDI are exiting the elevator. He

recognizes OBI-WAN and becomes extremely excited, jumping

around, shaking his hand.

 

JAR JAR: Obi! Obi! Obi! Mesa sooo smilen to seein yousa.

Wahooooo!

 

OBI-WAN smiles.

 

OBI-WAN: It's good to see you, too, Jar Jar.

 

JAR JAR notices OBI-WAN'S APPRENTICE.

 

JAR JAR: ...and this, I take it, is your apprentice...

Noooooooo! Annie? Noooooooo! Little bitty Annie? (Looks at

Anakin) Noooooooo! Yousa so biggen! Yiyiyiyyi! Annie!!

 

ANAKIN: Hi, Jar Jar.

 

JAR JAR grabs hold of ANAKIN and envelops him in a big hug.

 

JAR JAR: Shesa expecting yousa. Annie... Mesa no believen!

 

INTERIOR: SENATE BUILDING, APARTMENT - EVENING

 

PADMÉ is in a conference with CAPTAIN TYPHO and DORMÉ. JAR

JAR enters the room, followed by the TWO JEDI.

 

JAR JAR: Mesa here. Lookie... lookie... Senator. Desa Jedi

arriven.

 

PADMÉ and TYPHO rise as OBI-WAN and ANAKIN stop before the

SENATOR. OBI-WAN steps forward. ANAKIN stares at PADMÉ. She

glances at him.

 

OBI-WAN: It's a pleasure to see you again, M'Lady.

 

PADMÉ walks over to OBI-WAN and takes his hand in hers.

 

PADMÉ: It has been far too long Master Kenobi. I'm so glad

our paths have crossed again... but I must warn you that I

think your presence here is unnecessary.

 

OBI-WAN: I'm sure the Jedi Council has their reasons.

 

She moves in front of ANAKIN.

 

PADMÉ: Annie? (stares) My goodness, you've grown.

 

They look at each other for a long moment.

 

ANAKIN: (trying to be smooth) So have you... grown more

beautiful, I mean... and much shorter... for a Senator, I

mean.

 

OBI-WAN looks disapprovingly at his apprentice. PADMÉ

laughs and shakes her head.

 

PADMÉ: Oh Annie, you'll always be that little boy I knew on

Tatooine.

 

This embarrasses ANAKIN, and he looks down. OBI-WAN and

CAPTAIN TYPHO smile.

 

OBI-WAN: Our presence will be invisible, M'Lady, I can

assure you.

 

CAPTAIN TYPHO: I'm very grateful you're here, Master

Kenobi. I'm Captain TYPHO, head of Her Majesty's security

service. Queen Jamillia has informed you of your

assignment. The situation is more dangerous than the

Senator will admit.

 

PADMÉ: I don't need more security, I need answers. I want

to know who is trying to kill me.

 

OBI-WAN: (frowning) We're here to protect you Senator, not

to start an investigation.

 

ANAKIN: We will find out who's trying to kill you Padmé, I

promise you.

 

He's done it again. He bites his lip in frustration and

shame. OBI-WAN gives ANAKIN a dirty look.

 

OBI-WAN: We will not exceed our mandate, my young Padawan

learner!

 

ANAKIN: I meant in the interest of protecting her, Master,

of course.

 

OBI-WAN: We will not go through this exercise again,

Anakin. And you will pay attention to my lead.

 

ANAKIN: Why?

 

OBI-WAN: What??!!

 

ANAKIN: Why else do you think we were assigned to protect

her, if not to find the killer? Protection is a job for

local security... not Jedi. It's overkill, Master.

Investigation is implied in our mandate.

 

OBI-WAN: We will do exactly as the Council has instructed,

and you will learn your place, young one.

 

PADMÉ: Perhaps with merely your presence, the mysteries

surrounding this threat will be revealed. Now, if you will

excuse me, I will retire.

 

Everyone gives AMIDALA a slight bow as she and DORMÉ leave

the room.

 

TYPHO: Well, I know I feel a lot better having you here.

I'll have an officer situated on every floor and I'll be at

the control center downstairs.

 

JAR JAR: Mesa busten wit happiness seein yousa again,

Annie. Deesa bad times, bombad times.

 

CAPTAIN TYPHO leaves.

 

ANAKIN: She hardly recognized me, Jar Jar. I've thought

about her every day since we parted... and she's forgotten

me completely.

 

JAR JAR: Shesa happy. Happier den mesa seein her in longo

time.

 

OBI-WAN: Anakin, you're focusing on the negative again. Be

mindful of your thoughts. She was pleased to see us. Now

lets check the security here.

 

ANAKIN: Yes, my master.

 

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

 

An armor-clad bounty hunter, JANGO FETT, waits on the ledge

of a skyscraper as another bounty hunter, ZAM WESELL, a

CHANGELING, steps from her hovering speeder and approaches

FETT.

 

ZAM WESELL: I hit the ship, but they used a decoy.

 

JANGO FETT: We'll have to try something more subtle this

time, Zam. My client is getting impatient.

 

FETT hands ZAM a transparent tube about a foot long

containing centipede-like KOUHUNS.

 

JANGO FETT: Take these. Be careful. They're very poisonous.

 

ZAM attaches her veil across the bottom of her face. She

turns to leave, but FETT calls her back.

 

JANGO FETT: Zam, there can be no mistakes this time.

 

She turns again, and walks toward her speeder.

 

EXTERIOR: JEDI TEMPLE - NIGHT

 

The vast Jedi Temple sits on an endless flat plain,

silhouetted by a against the traffic-filled sky.

 

INTERIOR: JEDI TEMPLE, CORRIDOR - NIGHT

 

MACE WINDU and YODA walk down the long hallway, silhouetted

by a lit room at the end.

 

MACE WINDU: Why couldn't we see this attack on the Senator?

 

YODA: Masking the future, is this disturbance in the Force.

 

MACE WINDU: The prophecy is coming true, the Dark Side is

growing.

 

YODA: And only those who have turned to the Dark Side can

sense the possibilities of the future.

 

MACE WINDU: It's been ten years, and the Sith still have

yet to show themselves.

 

YODA: ...Out there, they are. A certainty that is.

 

There is a long silence as they walk away. Only footsteps

are heard.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN

R0OM - NIGHT

 

ANAKIN is standing in the living room. He is in a

meditative state. It is quiet. We hear DISTANT FOOTSTEPS in

the corridor outside the apartment. Suddenly ANAKIN'S eyes

pop open. His eyes dart around the room. He reaches for his

lightsaber, then smiles and puts it back in his belt.

 

The door to the apartment slides open, and OBI-WAN enters.

 

OBI-WAN: Captain Typho has more than enough men downstairs.

No assassin will try that way. Any activity up here?

 

ANAKIN: Quiet as a tomb. I don't like just waiting here for

something to happen to her.

 

OBI-WAN checks a palm-sized view scanner he has pulled out

of his utility belt. It shows a shot of ARTOO by the door,

but no sign of PADMÉ on the bed.

 

OBI-WAN: What's going on?

 

ANAKIN shrugs.

 

ANAKIN: She covered the cameras. I don't think she liked me

watching her.

 

OBI-WAN: What is she thinking?

 

ANAKIN: She programmed Artoo to warn us if there's an

intruder.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM

- NIGHT

 

PADMÉ is asleep in her bed, lit only by the light of the

city outside her window coming through the blinds. ARTOO

stands in the corner of the bedroom. His power is off.

 

OBI-WAN: (V.O.) It's not an intruder I'm worried about.

There are many other ways to kill a Senator.

 

ANAKIN: (V.O.) I know, but we also want to catch this

assassin. Don't we, Master?

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN

ROOM - NIGHT

 

OBI-WAN: You're using her as bait??

 

ANAKIN: It was her idea... Don't worry, no harm will come

to her. I can sense everything going on in that room. Trust

me.

 

OBI-WAN: It's too risky... besides, your senses aren't that

attuned, young apprentice.

 

ANAKIN: And yours are?

 

OBI-WAN: Possibly.

 

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

 

Standing on the skyscraper ledge, ZAM WESELL loads the

cylinder carrying the deadly KOUHUNS into a PROBE DROID.

She sends the PROBE DROID out into the Coruscant night.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN

ROOM - NIGHT

 

ANAKIN and OBI-WAN continue their conversation, moving out

onto the apartment's balcony.

 

OBI-WAN: You look tired.

 

ANAKIN: I don't sleep well anymore.

 

OBI-WAN: Because of your mother?

 

ANAKIN: I don't know why I keep dreaming about her now. I

haven't seen her since I was little.

 

OBI-WAN: Dreams pass in time.

 

ANAKIN: I'd rather dream of Padmé. Just being around her

again is... intoxicating.

 

OBI-WAN: Be mindful of your thoughts, Anakin, they betray

you. You've made a commitment to the Jedi Order... a

commitment not easily broken... and don't forget she's a

politician. They're not to be trusted.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM

- NIGHT

 

As PADMÉ sleeps, a PROBE DROID approaches outside her

window. It sends out several small arms that attach to the

window, creating sparks that shut down the security system.

Then a large arm cuts a small hole in the glass. A FAINT

SOUND is heard as the small section of glass is removed

from the window.

 

ARTOO wakes up, and his lights go on. The PROBE DROID

freezes. ARTOO looks around, makes a PLAINTIVE LITTLE

SOUND, then shuts down again. The PROBE DROID attaches a

little tube to the window. TWO DEADLY LOOKING CENTIPEDE

LIKE KOUHUNS exit the tube, crawl through the blinds and

head toward the sleeping PADMÉ.

 

ANAKIN: (V.O.) She's not like the others in the Senate,

Master.

 

OBI-WAN: (V.O.) It's been my experience that Senators are

only focused on pleasing those who fund their campaigns...

and they are more than willing to forget the niceties of

democracy to get those funds.

 

ANAKIN: (V.O.) Not another lecture, Master. Not on the

economics of politics...

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN

ROOM - NIGHT

 

ANAKIN and OBI-WAN continue their conversation, walking

back into the main room.

 

ANAKIN: ...and besides, you're generalizing. The Chancellor

doesn't appear to be corrupt.

 

OBI-WAN: Palpatine's a politician.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM

- NIGHT

 

ARTOO sounds an alarm and shines a light on the bed. THE

KOUHUNS are inches from PADMÉ'S face. Their mouths are

open, and wicked stinger tongues flick out.

 

OBI-WAN: (V.O.) I've observed that he is very clever at

following the passions and prejudices of the Senators.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN

ROOM - NIGHT

 

ANAKIN and OBI-WAN continue their conversation.

 

ANAKIN: I think he is a good man. My instincts are very

positive about...

 

ANAKIN looks stunned. He looks sharply at OBI-WAN

 

OBI-WAN: I sense it, too.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM

- NIGHT

 

OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand

on their hind legs and hiss as PADMÉ wakes up. ANAKIN

throws himself in front of her, whacking in half the deadly

creatures with his lightsaber.

 

OBI-WAN sees the DROID outside the window and races

straight at it, crashing through the blinds as he goes

through the window.

 

EXTERIOR: WINDOW LEDGE, APARTMENT BUILDING - NIGHT

 

OBI-WAN flies through the glass window and flings himself

at the PROBE DROID, grabbing onto the deadly machine before

it can flee. The PROBE DROID sinks under the weight of OBI

WAN but manages to stay afloat and fly away, with the Jedi

hanging on for dear life, a hundred stories above the city.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - NIGHT

 

ANAKIN and PADMÉ stare at the sight of OBI-WAN being

carried off by the DROID. ANAKIN turns to her. She pulls

her nightdress around her shoulders.

 

ANAKIN: Stay here!

 

CAPTAIN TYPHO, with TWO GUARDS and DORMÉ, enter the room as

Anakin dashes out.

 

DORMÉ: Are you all right, M'Lady?

 

PADMÉ nods yes.

 

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

 

The PROBE DROID sends several protective electrical shocks

across its surface, causing OBI-WAN to almost lose his

grip. As they dart in and out of the speeder traffic, OBI

WAN disconnects a wire on the back of the DROID. Its power

shuts off! OBI-WAN and the DROID drop like rocks. OBI-WAN

realizes the error of his ways and quickly puts the wire

back. The DROID'S systems light up again and it takes off.

 

EXTERIOR: SENATE APARTMENTS - ENTRANCE - NIGHT

 

ANAKIN charges out of the building and runs to a line of

parked speeders. He vaults into an open one and takes off,

gunning it fast toward the lines of speeder traffic high

above.

 

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

 

The DROID bumps against a wall, hoping to knock the Jedi

loose. It moves behind a speeder afterburner to scorch him.

It takes the JEDI wildly between buildings and finally

skims across a rooftop as OBI-WAN is forced to lift his

legs, tenaciously hanging onto the DROID. The DROID heads

for a dirty, beat-up speeder hidden in an alcove of a

building about twenty stories up. When the pilot of the

speeder, the scruffy bounty hunter, ZAM WESELL, sees the

DROID approach with OBI-WAN hanging on, she pulls a long

rifle out of the speeder and starts to fire at the JEDI.

EXPLOSIONS burst all around OBI-WAN. ZAM runs to her

speeder, jumps in, and takes off.

 

OBI-WAN: I have a bad feeling about this.

 

FINALLY, the DROID suffers a direct hit and blows up. OBI

WAN falls fifty stories, until a speeder drops down next to

him, and he manages to grab onto the back end of the

speeder and haul himself toward the cockpit. The JEDI

struggles to climb into the passenger seat of the open

speeder and sit down next to the driver, ANAKIN.

 

ANAKIN: That was wacky! I almost lost you in the traffic.

 

OBI-WAN: What took you so long?

 

ANAKIN: Oh, you know, Master, I couldn't find a speeder I

really liked, with an open cockpit... and with the right

speed capabilities... and then you know I had to get a

really gonzo color...

 

They zoom upward in hot pursuit of ZAM as she fires out the

open window at them with her laser pistol.

 

OBI-WAN: If you'd spend as much time working on your saber

skills as you do on your wit, young Padawan, you would

rival Master Yoda as a swordsman.

 

ANAKIN: I thought I already did.

 

OBI-WAN: Only in your mind, my very young apprentice.

Careful!! Hey, easy!!

 

As this conversation is going on, ANAKIN deftly moves in

and out of the oncoming traffic, across lanes, between

buildings, and miraculously through a construction site.

ZAM WESELL continues firing at them.

 

ANAKIN: Sorry, I forgot you don't like flying, Master.

 

OBI-WAN: I don't mind flying... but what you're doing is

suicide!

 

They barely miss a commuter train.

 

ANAKIN: Master, you know I've been flying since before I

could walk. I'm very good at this.

 

OBI-WAN: Just slow down! There! There he goes!

 

ZAM WESSEL and the JEDI race through a line of cross

traffic made up of giant trucks. The speeders bank sideways

as they slide around right-angle turns between buildings.

ZAM races into a tram tunnel.

 

OBI-WAN: Wait! Don't go in there! Take it easy...

 

ANAKIN: Don't worry, Master.

 

ANAKIN zooms into the tunnel after ZAM. They see a tram

coming at them. They brake, turn around, and race out,

barely ahead of the charging commuter transport.

 

OBI-WAN: You know I don't like it when you do that!

 

ANAKIN: Sorry, Master. Don't worry, this guy's gonna kill

himself any minute now!

 

ZAM WESSEL turns into oncoming traffic, deliberately trying

to throw the JEDI off. Oncoming speeders swerve, trying to

avoid ZAM and the JEDI. ZAM does a quick, tight loop-over

and ends up behind the JEDI. She is now in a much better

position to fire at them with her laser pistol. To avoid

being hit by the laser bolts, ANAKIN slams on the brakes

and moves alongside ZAM. She now fires point-blank at OBI-

WAN.

 

OBI-WAN: What are you doing? He's gonna blast me!

 

ANAKIN: Right - this isn't working.

 

ANAKIN slides underneath Zam's speeder. They race along in

traffic, one speeder right on top of the other. The BOUNTY

HUNTER skims over the rooftops, causing ANAKIN to drop

behind. ANAKIN goes through his gears, zooming around

traffic. They race at high speed across a wide, flat

surface of the city planet. A large spacecraft almost

collides with them as it attempts to land.

 

OBI-WAN: Watch out for those banners!

 

They round a corner and clip a flag, which gets caught on

one of the front air scoops.

 

OBI-WAN: That was too close!

 

ANAKIN: Clear that!

 

OBI-WAN: What?

 

ANAKIN: Clear the flag! We're losing power! Hurry!

 

OBI-WAN leans out of the speeder, then crawls out onto the

front engine and pulls the flag free of the scoop. The

speeder lurches forward with a surge of power.

 

OBI-WAN: Whooooaaa! Don't do that! I don't like it when

you do that!

 

ANAKIN: So sorry, Master.

 

They chase the BOUNTY HUNTER through a power refinery. ZAM

shoots a power coupler causing voltage, like lightning, to

jump across a gap from one coupler to another. ANAKIN stays

on course, piloting the speeder directly through the arc.

ANAKIN and OBI-WAN'S bodies ripple with blue power.

 

OBI-WAN: Anakin! How many times have I told you to stay

away from the power couplings! Slow down! Don't go through

there!

 

Huge electrical bolts shoot between the buildings as the

speeders pass.

 

OBI-WAN: Yiiii, what are you doing?

 

ANAKIN: Sorry, Master!

 

OBI-WAN: (sarcastically) Oh, that was good...

 

ANAKIN: That was crazy!!!

 

ZAM slides around a corner sideways, blocking an alley,

firing point-blank as ANAKIN approaches.

 

ANAKIN: Ahh, damn.

 

OBI-WAN: Stop!!

 

ANAKIN: No, we can make it.

 

ANAKIN barely misses the BOUNTY HUNTER'S speeder as he

dives under it, and through a small gap in the building

hitting several pipes and going wildly out of control.

ANAKIN struggles to regain control of the speeder, narrowly

missing a crane, barely clipping a pair of giant struts. A

giant gas ball shoots up, causing ANAKIN to spin and bump a

building, stalling the speeder.

 

OBI-WAN: I'm crazy... I'm crazy... I'm crazy.

 

ANAKIN: I got us through that one all right.

 

OBI-WAN: (angrily) No you didn't! We've stalled! And you

almost got us killed!

 

ANAKIN: I think we're still alive.

 

ANAKIN works to get the speeder started. It races to life.

 

OBI-WAN: (very angrily) It was stupid!

 

ANAKIN: (sheepishly) I could have made it...

 

OBI-WAN: (furious) But you didn't!!! And now we've lost him

for good.

 

Suddenly, there is an ambush. Laser bolts are everywhere.

EXPLOSIONS surround them. They look up to see ZAM WESSEL

take off.

 

ANAKIN: No we didn't...

 

Out of a cloud of smoke and ball of flames the JEDI tear

after ZAM. They are smoking. OBI-WAN slaps out the small

fire on the dashboard. ZAM goes up and down, through cross

traffic. There is a near miss as a speeder almost hits

them. ZAM turns down and left between two buildings. ANAKIN

pulls up and to the right

 

OBI-WAN: Where are you going?!... He went down there, the

other way.

 

ANAKIN: Master, if we keep this chase going, that creep's

gonna end up Deep-fried. Personally, I'd very much like to

find out who in the hell he is and who he's working for...

This is a shortcut... I think.

 

OBI-WAN: (sarcastic) What do you mean, you "think?"

 

ANAKIN turns up a side street, zooming up several small

passageways, then stops, hovering about fifty stories up.

 

OBI-WAN: Well, you lost him.

 

ANAKIN: I'm deeply sorry, Master.

 

ANAKIN looks around front and back. He spots something. He

seems to  start counting to himself as he watches something

below approach.

 

OBI-WAN: Well, this is some kind of shortcut. He went

completely the other way! Once again, Anakin...

 

ANAKIN: ...Excuse me for a moment.

 

ANAKIN jumps out of the speeder. OBI-WAN looks down and

sees Zam's speeder about five stories below them cruising

past.

 

OBI-WAN: I hate it when he does that.

 

ANAKIN miraculously lands on top of the Bounty Hunter's

speeder. The speeder wobbles under the impact. ZAM looks up

and realizes what has happened.

 

ZAM takes off, and ANAKIN slides to the back strut and

almost slips off, but manages to hang on. ANAKIN works his

way back to ZAM, who, caught off guard, briefly changes

into her CLAWDITE form. ZAM stops suddenly, and ANAKIN

flies forward to the left front fork. ZAM shoots at him

with a laser pistol. There is a BLAST near ANAKIN'S hand,

which breaks off a piece of the speeder. ANAKIN slides to

the right fork of the speeder, where ZAM can't reach him.

He scrambles to the top, holding onto an air scoop.

 

OBI-WAN has jumped into the driver's seat of his speeder

and is deftly gaining on the rogue speeder. The two

speeders dive through oncoming traffic and then through

cross traffic. Finally, ANAKIN is able to get hold of his

lightsaber and starts to cut his way through the roof of

the speeder. ZAM takes out her laser pistol and starts

firing at the helpless JEDI, knocking the sword out of his

hand. OBI-WAN races under the speeder and catches the Jedi

weapon in the passenger's seat.

 

ANAKIN sticks his hand into the cockpit and, using the

Force, pulls the gun out of ZAM'S hand. She grabs the

JEDI'S hand, and they struggle for the weapon. It goes off,

blowing a hole in the floor of the speeder. The speeder

careens wildly out of control. ZAM struggles to pull the

speeder out of its nosedive. OBI-WAN gets slowed down by

traffic and loses sight of the Bounty Hunter's speeder.

 

Just as the speeder is about to nose dive into the ground,

ZAM pulls it out, and it slides hard on the pavement in a

shower of sparks. ANAKIN goes flying into the street.

 

EXTERIOR: ENTERTAINMENT STREET - NIGHT

 

ZAM exits the crashed speeder and runs. ANAKIN picks

himself up off the pavement and runs after her down the

very crowded street.

 

It's the seedy underbelly of the city. Broken sidewalks,

garish lights reflected in filthy puddles. It's pretty

crowded with various ALIEN LOW-LIFES, PANHANDLING DROIDS,

and the occasional group of UPPERCLASS SLUMMERS.

 

ANAKIN barges into several of them as he chases after the

fleeing ZAM. He loses the Bounty Hunter in the crowd, then

sees her again. The young Jedi is having a very difficult

time getting through the crowd. Ahead, ZAM turns in through

a door and disappears. A nightclub sign is flashing over

the door.

 

OBI-WAN lands the speeder in the nearby street. He gets out

and runs through the crowd toward ANAKIN. ANAKIN is just

about to follow ZAM into the nightclub when OBI-WAN catches

up to him.

 

OBI-WAN: Anakin!

 

ANAKIN: She went into that club, Master.

 

OBI-WAN: Patience. Use the Force, Anakin. Think.

 

ANAKIN: Sorry, Master.

 

OBI-WAN: He went in there to hide, not run.

 

ANAKIN: Yes, Master.

 

OBI-WAN hands ANAKIN the lightsaber.

 

OBI-WAN: Here. Next time try not to lose it.

 

ANAKIN reaches for the lightsaber.

 

OBI-WAN: A Jedi's saber is his most precious possession...

 

ANAKIN: Yes, Master.

 

OBI-WAN: He must keep it with him at all times.

 

ANAKIN: I know, Master.

 

OBI-WAN grabs hold of ANAKIN'S lightsaber again.

 

OBI-WAN: This weapon is your life.

 

ANAKIN: I've heard this lesson before...

 

OBI-WAN finally holds out the lightsaber and ANAKIN grabs

it.

 

OBI-WAN: But, you haven't learned anything, Anakin.

 

OBI-WAN releases hold of the lightsaber.

 

ANAKIN: I try, Master.

 

OBI-WAN walks ahead through the club entrance. ANAKIN

follows him.

 

OBI-WAN: Why do I get the feeling you're going to be the

death of me?!

 

INTERIOR: NIGHTCLUB - NIGHT

 

OBI-WAN and ANAKIN enter the nightclub bar, and everyone

stares at them

 

ANAKIN: Don't say that Master... You're the closest thing I

have to a father... I love you. I don't want to cause you

pain.

 

OBI-WAN: Then why don't you listen to me?!

 

ANAKIN: I am trying.

 

OBI-WAN: Can you see him?

 

ANAKIN: I think he's a she... and I think she's a

changeling.

 

OBI-WAN: In that case be extra careful... (nods to the

room) Go and find her.

 

OBI-WAN goes away.

 

ANAKIN: Where are you going, Master?

 

OBI-WAN: For a drink.

 

OBI-WAN heads for the bar. ANAKIN blinks in surprise, then

moves into the room, where ALIEN FACES look back at him

with hostility, suspicion, and invitation as he moves among

the tables. OBI-WAN arrives at the bar. He signals the

BARMAN.

 

CLOSE - Somewhere in the room a HAND moves to a pistol in

its holster and unsnaps the safety catch. At the bar, a

glass is placed in front of OBI-WAN. A drink is poured. He

lifts the glass.

 

ELAN SLEAZEBAGGANO: You wanna buy some death-sticks?

 

OBI-WAN looks at him. He moves his fingers slightly.

 

OBI-WAN: You don't want to sell me death-sticks.

 

ELAN: I don't want to sell you death-sticks.

 

OBI-WAN moves his fingers.

 

OBI-WAN: You want to go home and rethink your life.

 

ELAN: I want to go home and rethink my life.

 

He leaves. OBI-WAN lifts the drink and tosses it back.

 

CLOSE - The gun is drawn from its holster and held down out

of sight. The BOUNTY HUNTER starts to move toward the bar.

 

The gun moves toward OBI-WAN'S unsuspecting back. The gun

is raised to aim directly at his back, and suddenly OBI-WAN

turns fast. His lightsaber flashes. There is a shrill

SCREAM and ZAM'S ARM hits the floor. The gun drops from its

twitching fingers. Blood spreads.

 

The room is silent. ANAKIN is suddenly at OBI-WAN's side,

his lightsaber glowing.

 

ANAKIN: Easy... official business. Go back to your drinks.

 

Slowly, the ALIENS sit. Conversation resumes. Onstage, THE

PERFORMERS pick up their routine. OBI-WAN and ANAKIN lift

ZAM and carry her out.

 

EXTERIOR: ALLEY OUTSIDE NIGHTCLUB - NIGHT

 

OBI-WAN and ANAKIN carry ZAM into the alley and lower her

to the ground. OBI-WAN attends to her wounded shoulder. She

stares up hatefully at ANAKIN. She winces in pain, then

nods.

 

OBI-WAN: Do you know who it was you were trying to kill?

 

ZAM WESSEL: The Senator from Naboo.

 

OBI-WAN: Who hired you?

 

ZAM glares at OBI-WAN.

 

ZAM WESSEL: It was just a job.

 

ANAKIN: Who hired you? Tell us!

 

ZAM WESSEL: That Senator's gonna die soon anyway, and the

next one won't make the same mistake I did...

 

OBI-WAN: This wound's going to need treatment.

 

ANAKIN: Tell us... tell us now!

 

ZAM glares hatefully.

 

ZAM: It was a Bounty Hunter called...

 

There is a sudden FTZZZ sound. ZAM twitches. She blinks in

surprise and dies. As OBI-WAN lays ZAM down on the street,

she changes to her CLAWDITE form.

 

There is a WHOOSH from above. OBI-WAN and ANAKIN look up to

see an ARMORED ROCKET-MAN taking off from a roof high

above. He shoots up fast into the sky and disappears. OBI-

WAN looks down at ZAM. He touches her neck and pulls out a

small, wicked-looking dart.

 

OBI-WAN: Toxic dart...

 

EXTERIOR: JEDI TEMPLE - DAY

 

The tall spires of the Jedi Temple stand out against the

blue sky.

 

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - DAY

 

OBI-WAN and ANAKIN stand in the center of the Council

Chamber. The members of the Jedi Council are seated in a

circle surrounding the two Jedi.

 

YODA: Track down this bounty hunter, you must, Obi-Wan.

 

MACE WINDU: Most importantly, find out who he's working

for.

 

OBI-WAN: What about Senator Amidala? She will still need

protecting.

 

YODA: Handle that, your Padawan will.

 

MACE WINDU: Anakin, escort the Senator back to her home

planet of Naboo. She'll be safer there. And don't use

registered transport. Travel as refugees.

 

ANAKIN: As the leader of the opposition, it will be very

difficult to get Senator Amidala to leave the Capital.

 

YODA: Until caught this killer is, our judgement she must

respect.

 

MACE WINDU: Anakin, go to the Senate and ask Chancellor

Palpatine to speak with her.

 

The two Jedi exit the Council Chamber.

 

INTERIOR: SENATE BUILDING, PALPATINE'S OFFICE - DAY

 

ANAKIN and PALPATINE stand at the window of PALPATINE'S

office and look out over the vast city.

 

PALPATINE: I will talk to her. Senator Amidala will not

refuse an executive order. I know her well enough to assure

you of that.

 

ANAKIN: Thank you, your Excellency.

 

PALPATINE: And so, my young Padawan, they have finally

given you an assignment. Your patience has paid off.

 

ANAKIN: Your guidance more that my patience.

 

PALPATINE: You don't need guidance, Anakin. In time you

will learn to trust your feelings. Then you will be

invincible. I have said it many times, you are the most

gifted Jedi I have ever met.

 

PALPATINE and ANAKIN turn away from the window and walk

through PALPATINE'S office towards the door.

 

ANAKIN: Thank you, your Excellency.

 

PALPATINE: I see you becoming the greatest of all the Jedi,

Anakin. Even more powerful than Master Yoda.

 

INTERIOR: JEDI TEMPLE, ATRIUM - DAY

 

MACE WINDU and OBI-WAN walk along the Temple corridors.

YODA accompanies them, riding in a small floating chair.

 

OBI-WAN: I am concerned for my Padawan. He is not ready to

be given this assignment on his own yet.

 

YODA: The Council is confident in this decision, Obi-Wan.

 

MACE WINDU: The boy has exceptional skills.

 

OBI-WAN: But he still has much to learn, Master. His

abilities have made him... well, arrogant.

 

YODA: Yes, yes. It's a flaw more and more common among

Jedi. Too sure of themselves they are. Even the older, more

experienced ones.

 

MACE WINDU: Remember, Obi-Wan. If the prophecy is true,

your apprentice is the only one who can bring the Force

back into balance.

 

OBI-WAN: If he follows the right path.

 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - DAY

 

ANAKIN looks as PADMÉ and JAR JAR talk, standing near the

door of the anteroom to PADMÉ'S bedroom. DORMÉ moves about

packing luggage.

 

PADMÉ: I'm taking an extended leave of absence. It will be

your responsibility to take my place in the Senate.

Representative Binks, I know I can count on you.

 

JAR JAR: Mesa honored to be taken on dissa heavy burden.

(pompously) Mesa accept this with muy muy humility and

da...

 

PADMÉ: Jar Jar. I don't wish to hold you up. I'm sure you

have a great deal to do.

 

JAR JAR: Of course, M'Lady.

 

JAR JAR bows and goes out. PADMÉ walks briskly to ANAKIN.

She is in a very bad mood.

 

PADMÉ: I do not like this idea of hiding.

 

ANAKIN: Don't worry, now that the Council has ordered an

investigation, it won't take Master Obi-Wan long to find

this bounty hunter.

 

PADMÉ: (frustrated) I haven't worked for a year to defeat

the Military Creation Act not to be here when its fate is

decided!

 

ANAKIN: Sometimes we have to let go of our pride and do

what is requested of us.

 

PADMÉ: Pride?!? Annie, you're young, and you don't have a

very firm grip on politics. I suggest you reserve your

opinions for some other time.

 

ANAKIN: Sorry, M'Lady. I was only trying to...

 

PADMÉ: Annie! No!

 

ANAKIN: Please don't call me that.

 

PADMÉ: What?

 

ANAKIN: Annie...

 

PADMÉ: I've always called you that... it is your name,

isn't it?

 

ANAKIN: It's Anakin. When you say Annie it's like I'm still

a little boy... and I'm not.

 

PADMÉ: I'm sorry, Anakin. It's impossible to deny you've...

(looks him over) ...that you've grown up.

 

PADMÉ smiles at ANAKIN. He becomes a little shy.

 

ANAKIN: Master Obi-Wan manages not to see it...

 

PADMÉ: Mentors have a way of seeing more of our faults than

we would like. It's the only way we grow.

 

ANAKIN: Don't get me wrong... Obi-Wan is a great mentor, as

wise as Master Yoda and as powerful as Master Windu. I am

truly thankful to be his apprentice. Only... although I'm a

Padawan learner, in some ways... a lot of ways... I'm ahead

of him. I'm ready for the trials. I know I am! He knows it

too. But he feels I'm too unpredictable... Other Jedi my

age have gone through the trials and made it... I know I

started my training late... but he won't let me move on.

 

PADMÉ: That must be frustrating.

 

ANAKIN: It's worse... he's overly critical! He never

listens! He just doesn't understand. It's not fair!

 

PADMÉ cannot suppress a laugh. She shakes her head.

 

PADMÉ: I'm sorry... You sounded exactly like that little

boy I once knew, when he didn't get his way.

 

ANAKIN: I'm not whining! I'm not.

 

PADMÉ just smiles at him. DORMÉ laughs in the background.

 

PADMÉ: I didn't say it to hurt you.

 

ANAKIN: I know...

 

There is a brief silence, then PADMÉ comes over to ANAKIN.

 

PADMÉ: Anakin...

 

They look into each other's eyes for the first time.

 

PADMÉ: Don't try to grow up too fast.

 

ANAKIN: I am grown up. You said it yourself.

 

ANAKIN looks deep into PADMÉ'S eyes.

 

PADMÉ: Please don't look at me like that.

 

ANAKIN: Why not?

 

PADMÉ: Because I can see what you're thinking.

 

ANAKIN: (laughing) Ahh... So, you have Jedi powers too?

 

DORMÉ is watching with concern.

 

PADMÉ: It makes me feel uncomfortable.

 

ANAKIN: Sorry, M'Lady.

 

ANAKIN backs away as PADMÉ turns and goes back to her

packing.

 

EXTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT

BUS - DAY

 

A small bus speeds toward the massive freighter docks of

Coruscant's industrial area. The spaceport is bustling with

activity. Transports of various sizes move supplies and

passengers as giant floating cranes lift cargo out of the

starships. The bus stops before a huge, intergalactic

freighter starship. It parks in the shadows of an overhang.

 

INTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT

BUS - DAY

 

ANAKIN and PADMÉ, dressed in Outland peasant outfits, get

up and head for the door where CAPTAIN TYPHO, DORMÉ and

OBI-WAN are waiting to hand them their luggage.

 

CAPTAIN TYPHO: Be safe, M'Lady.

 

PADMÉ: Thank you, Captain. Take good care of Dormé... The

threat's on you two now.

 

DORMÉ: He'll be safe with me.

 

They laugh, and PADMÉ embraces her faithful handmaiden.

DORMÉ starts to weep.

 

PADMÉ: You'll be fine.

 

DORMÉ: It's not me, M'Lady. I worry about you. What if they

realize you've left the Capital?

 

PADMÉ: (looks to Anakin) Then my Jedi protector will have

to prove how good he is.

 

DORMÉ and PADMÉ smile. ANAKIN frowns as OBI-WAN pulls him

aside.

 

OBI-WAN: Anakin. Don't do anything without first consulting

either myself or the Council.

 

ANAKIN: Yes, Master.

 

OBI-WAN: (to Padmé) I will get to the bottom of this plot

quickly, M'Lady. You'll be back here in no time.

 

PADMÉ: I will be most grateful for your speed, Master Jedi.

 

ANAKIN: Time to go.

 

PADMÉ: I know.

 

PADMÉ gives DORMÉ a last hug. ANAKIN picks up the luggage,

and the TWO PEASANTS exit the speeder bus, where ARTOO is

waiting for them.

 

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

 

ANAKIN: May the Force be with you, Master.

 

They head off toward the giant Starfreighter.

 

PADMÉ: Suddenly, I'm afraid...

 

ANAKIN: This is my first assignment on my own. I am too.

(looking at Artoo) But don't worry. We've got Artoo with

us.

 

They laugh.

 

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADMÉ disappear

into the  vastness of the spaceport with ARTOO trundling

along behind them.

 

OBI-WAN: I hope he doesn't try anything foolish.

 

CAPTAIN TYPHO: I'd be more concerned about her doing

something, than him.

 

EXTERIOR: FREIGHTER DOCKS - CORUSCANT - DAY

 

The freighter slowly takes off from the huge docks area of

Coruscant. It soon moves into the crowded skies.

 

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - LATE DAY

 

From high above, light streams down from the lofty

ceilings. OBI-WAN crosses the floor of the great hallway,

heading for the Analysis Rooms.

 

INTERIOR: JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY

 

OBI-WAN walks past several glass cubicles where work is

going on. He comes to an empty one and sits down in front

of a console. A SP-4 ANALYSIS DROID comes to life. A tray

slides out of the console.

 

SP-4: Place the subject for analysis on the sensor tray,

please.

 

OBI-WAN puts the dart onto the tray, which retracts into

the console. The DROID activates the system, and a screen

lights up in front of OBI-WAN.

 

OBI-WAN: It's a toxic dart. I need to know where it came

from and who made it.

 

SP-4: One moment, please.

 

Diagrams and data appear on the screen, scrolling past at

great speed. OBI-WAN watches as the screen goes blank. The

tray slides out.

 

SP-4: Markings cannot be identified. As you can see on your

screen, subject weapon does not exist in any known culture.

Probably self-made by a warrior not associated with any

known society. Stand away from the sensor tray please.

 

OBI-WAN: Excuse me? Could you try again please?

 

SP-4: Master Jedi, our records are very thorough. They

cover eighty percent of the galaxy. If I can't tell you

where it came from, nobody can.

 

OBI-WAN picks up the dart and looks at it, then looks to

the DROID.

 

OBI-WAN: Thanks for your assistance! (to himself) I know

who can identify this.

 

EXTERIOR: CORUSCANT, DOWNTOWN, BACK STREET - MORNING

 

OBI-WAN walks down the street. It is a pretty tough part of

town. Old buildings, warehouses, beat up speeders and

transporter rigs thundering past. Above, the old elevated

monospeed with occasional "shiny freighters" hissing

through.

 

OBI-WAN comes to a kind of alien diner. On the steamed-up

windows it says "DEX'S DINER" in alien lettering. He goes

inside.

 

INTERIOR: CORUSCANT, DEX'S DINER - MORNING

 

A WAITRESS DROID is carrying plates of half-eaten food.

There is a counter with stools and a line of booths along

the wall by the window. A number of CUSTOMERS are eating -

TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS, ETC. The WAITRESS

DROID looks up as OBI-WAN comes in.

 

WAITRESS DROID: Can I help ya?

 

OBI-WAN: I'm looking for Dexter.

 

The WAITRESS DROID approaches OBI-WAN.

 

WAITRESS DROID: Waddya want him for?

 

OBI-WAN: He's not in trouble. It's personal.

 

There is a brief pause. Then the DROID goes to the open

serving hatch behind the counter.

 

WIITRESS DROID: Someone to see ya, honey. (lowering her

voice) A Jedi, by the looks of him.

 

Steam billows out from the kitchen hatch behind the counter

as a huge head pokes through.

 

DEXTER JETTSTER: Obi-Wan!

 

OBI-WAN: Hey, Dex.

 

DEXTER JETTSTER: Take a seat! Be right with ya!

 

OBI-WAN sits in a booth.

 

WAITRESS DROID: You want a cup of ardees?

 

OBI-WAN: Oh yes, thank you.

 

The WAITRESS DROID moves off as the door to the counter

opens and DEXTER JETTSTER appears. He is big - bald and

sweaty, old and alien. Not someone to tangle with. He

arrives, beaming hugely.

 

DEXTER JETTSTER: Hey, ol' buddy!

 

OBI-WAN: Hey, Dex.

 

DEXTER eases himself into the seat opposite OBI-WAN. He can

just make it.

 

DEXTER JETTSTER: So, my friend. What can I do for ya?

 

OBI-WAN: You can tell me what this is.

 

OBI-WAN places the dart on the table between them. DEX'S

eyes widen. He puts down his mug.

 

DEXTER JETTSTER: (softly) Well, whaddya know...

 

DEXTER picks up the dart delicately between his puffy

fingers and peers at it.

 

DEXTER JETTSTER: I ain't seen one of these since I was

prospecting on Subterrel beyond the Outer Rim!

 

OBI-WAN: Can you tell me where it came from?

 

DEXTER grins. He puts the dart down between them.

 

DEXTER JETTSTER: This baby belongs to them cloners. What

you got here is a Kamino saberdart.

 

OBI-WAN: Kamino saberdart? ...I wonder why it didn't show

up in our analysis archive.

 

DEXTER JETTSTER: It's these funny little cuts on the side

give it away... Those analysis droids you've got over there

only focus on symbols, you know. I should think you Jedi

would have more respect for the difference between

knowledge and wisdom.

 

OBI-WAN: Well, Dex, if droids could think, we wouldn't be

here, would we? (laughing) Kamino... doesn't sound

familiar. Is it part of the Republic?

 

DEXTER JETTSTER: No, it's beyond the Outer Rim. I'd say

about twelve parsecs outside the Rishi Maze, toward the

south. It should be easy to find, even for those droids in

your archive. These Kaminoans keep to themselves. They're

cloners. Damned good ones, too.

 

OBI-WAN picks up the dart, holding it midway between them.

 

OBI-WAN: Cloners? Are they friendly?

 

DEXTER JETTSTER: It depends.

 

OBI-WAN: On what, Dex?

 

Dexter grins.

 

DEXTER JETTSTER: On how good your manners are... and how

big your pocketbook is...

 

EXTERIOR: JEDI TEMPLE - DAY

 

The main entrance at the base of the huge Temple is

bustling with activity. All sorts of JEDI are coming and

going.

 

INTERIOR: JEDI TEMPLE, ARCHIVE LIBRARY - DAY

 

A bronze bust of Count Dooku stands among a line of other

busts of Jedi in the Archive Room. OBI-WAN stands in front

of it, studying the striking features of the chiseled face.

 

On the walls, lighted computer panels seem to stretch into

infinity. Farther along the room in the background, FIVE

JEDI are seated at tables, studying archive material.

 

After OBI-WAN studies the bust for a few moments before

MADAME JOCASTA NU, the Jedi Archivist, is standing next to

him. She is an elderly, frail-looking human Jedi. Tough as

old boots and smart as a whip.

 

JOCASTA NU: Did you call for assistance?

 

OBI-WAN: (distracted in thought) Yes... yes, I did...

 

JOCASTA NU: He has a powerful face, doesn't he? He was one

of the most brilliant Jedi I have had the privilege of

knowing.

 

OBI-WAN: I never understood why he quit. Only twenty Jedi

have ever left the Order.

 

JOCASTA NU: (sighs) The Lost Twenty... Count Dooku was the

most recent and the most painful. No one likes to talk

about it. His leaving was a great loss to the Order.

 

OBI-WAN: What happened?

 

JOCASTA NU: Well, Count Dooku was always a bit out of step

with the decisions of the Council... much like your old

Master, Qui-Gon Jinn.

 

OBI-WAN: (surprised) Really?

 

JOCASTA NU: Oh, yes. They were alike in many ways. Very

individual thinkers... idealists...

 

JOCASTA NU gazes at the bust.

 

JOCASTA NU: He was always striving to become a more

powerful Jedi. He wanted to be the best. With a lightsaber,

in the old style of fencing, he had no match. His knowledge

of the Force was... unique. In the end, I think he left

because he lost faith in the Republic. He believed that

politics were corrupt, and he felt the Jedi betrayed

themselves by serving the politicians. He always had very

high expectations of government. He disappeared for nine or

ten years, then just showed up recently as the head of the

separatist movement.

 

OBI-WAN: It's very interesting. I'm not sure I completely

understand.

 

JOCASTA NU: Well, I'm sure you didn't call me over here for

a history lesson. Are you having a problem, Master Kenobi?

 

OBI-WAN: Yes, I'm trying to find a planet system called

Kamino. It doesn't seem to show up on any of the archive

charts.

 

JOCASTA NU: Kamino? It's not a system I'm familiar with...

Let me see...

 

JOCASTA NU leans over OBI-WAN'S shoulder, looking at the

screen.

 

JOCASTA NU: Are you sure you have the right coordinates?

 

OBI-WAN: (nodding) According to my information, it should

be in this quadrant somewhere... just south of the Rishi

Maze.

 

JOCASTA NU taps the keyboard and frowns.

 

JOCASTA NU: No coordinates? It sounds like the sort of

directions you'd get from a street tout... some old miner

or Furbog trader.

 

OBI-WAN: All three, actually.

 

JOCASTA NU: Are you sure it exists?

 

OBI-WAN: Absolutely.

 

JOCASTA NU: Let me do a gravitational scan.

 

OBI-WAN and JOCASTA NU study the star map hologram.

 

JOCASTA NU: There are some inconsistencies here. Maybe the

planet you're seeking was destroyed.

 

OBI-WAN: Wouldn't that be on record?

 

JOCASTA NU: It ought to be, unless it was very recent.

(shakes her head) I hate to say it, but it looks like the

system you're searching for doesn't exist.

 

OBI-WAN: That's impossible... perhaps the archives are

incomplete.

 

JOCASTA NU: The archives are comprehensive and totally

secure, my young Jedi. One thing you may be absolutely sure

of - if an item does not appear in our records, it does not

exist!

 

OBI-WAN stares at her, then looks back to the map. JOCASTA

NU notices a young boy approach. She turns from OBI-WAN and

leaves with the youngster.

 

EXTERIOR: SPACE, STARSHIP FREIGHTER

 

The massive, slow-moving Freighter moves through space.

 

INTERIOR: STARFREIGHTER, STEERAGE HOLD - DAY

 

The great, gloomy hold is crowded with EMIGRANTS and their

belongings. To one side ARTOO is coming to the head of a

food line holding two bowls. With one of his little claw

arms, he grabs a chunk of something that looks like bread.

 

ARTOO slips a tube into a tub of mush and sucks up a large

quantity. A SERVER sees him.

 

SERVER: Hey! No Droids!

 

ARTOO takes one last big suck and heads away from the food

line. The SERVER shouts after him angrily. The little droid

moves past groups of eating or sleeping EMIGRANTS and comes

to ANAKIN and PADMÉ'S table where ANAKIN is sound asleep.

The young Jedi seems to be having a nightmare. He is very

restless.

 

ANAKIN: No, no, Mom, no...

 

He is sweating. PADMÉ leans over resting her hand on his

arm. He wakes up with a start, then realizes where he is.

PADMÉ simply looks at him. He stares back, somewhat

confused.

 

ANAKIN: What?

 

PADMÉ: You seemed to be having a nightmare.

 

ANAKIN looks at PADMÉ a little more closely, trying to see

if he has revealed any of his secrets. She hands him a bowl

of mush and bread.

 

PADMÉ: Are you hungry?

 

ANAKIN: Yeah.

 

PADMÉ takes the food from ARTOO and sets it on a make-shift

table. ANAKIN rises and takes a seat as she places a bowl

in front of him.

 

ANAKIN: Thanks.

 

PADMÉ: We went to lightspeed a while ago.

 

ANAKIN looks into PADMÉ'S eyes.

 

ANAKIN: I look forward to seeing Naboo again. I've thought

about it every day since I left. It's by far the most

beautiful place I've ever seen...

 

PADMÉ is a little unnerved by his intense stare.

 

PADMÉ: It may not be as you remember it. Time changes

perception.

 

ANAKIN: Sometimes it does... Sometimes for the better.

 

PADMÉ: It must be difficult having sworn your life to the

Jedi... not being able to visit the places you like... or

do the things you like...

 

ANAKIN: Or be with the people I love.

 

PADMÉ: Are you allowed to love? I thought it was forbidden

for a Jedi.

 

ANAKIN: Attachment is forbidden. Possession is forbidden.

Compassion, which I would define as unconditional love, is

central to a Jedi's life, so you might say we're encouraged

to love.

 

PADMÉ: You have changed so much.

 

ANAKIN: You haven't changed a bit. You're exactly the way I

remember you in my dreams. I doubt if Naboo has changed

much either.

 

PADMÉ: It hasn't...

 

There is an awkward moment.

 

PADMÉ: (continuing; changing the subject) You were dreaming

about your mother earlier, weren't you?

 

ANAKIN: Yes... I left Tatooine so long ago, my memory of

her is fading. I don't want to lose it. Recently I've been

seeing her in my dreams... vivid dreams... scary dreams. I

worry about her.

 

PADMÉ gives ANAKIN a sympathetic look.

 

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - DAY

 

OBI-WAN walks through the main hallway to the training

area.

 

INTERIOR: JEDI TEMPLE, TRAINING VERANDA - DAY

 

OBI-WAN comes out onto the veranda and stops, watching

TWENTY or so FOUR-YEAR-OLDS doing training exercises,

supervised by YODA. They wear helmets over their eyes and

try to strike little TRAINING DROIDS with their miniature

lightsabers. The DROIDS dance in front of them.

 

YODA: Don't think... feel... be as one with the Force. Help

you, it will. (he sees Obi-Wan) Younglings - enough! A

visitor we have. Welcome him.

 

The CHILDREN turn off their lightsabers.

 

YODA: Master Obi-Wan Kenobi, meet the mighty Bear Clan.

 

CHILDREN: Welcome, Master Obi-Wan!

 

OBI-WAN: I am sorry to disturb you, Master.

 

YODA: What help to you, can I be?

 

OBI-WAN: I'm looking for a planet described to me by an old

friend. I trust him. But the system doesn't show up on the

archive maps.

 

YODA: Lost a planet, Master Obi-Wan has. How

embarrassing... how embarrassing. Liam, the shades. An

interesting puzzle. Gather, younglings, around the map

reader. Clear your minds and find Obi-Wan's wayward planet,

we will.

 

The reader is a small shaft with a hollow opening at the

top. The CHILDREN gather around it. OBI-WAN takes out a

little glass ball and places it into the bowl. The window

shades close, the reader lights up and projects the star

map hologram into the room. The CHILDREN laugh. Some of

them reach up to try and touch the nebulae and stars. OBI-

WAN walks into the display.

 

OBI-WAN: This is where it ought to be... but it isn't.

Gravity is pulling all the stars in this area inward to

this spot. There should be a star here... but there isn't.

 

YODA: Most interesting. Gravity's silhouette remains, but

the star and all its planets have disappeared. How can this

be? Now, younglings, in your mind, what is the first thing

you see? An answer? A thought? Anyone?

 

There is a brief pause. Then a CHILD puts his hand up. YODA

nods.

 

JEDI CHILD JACK: Master? Because someone erased it from the

archive memory.

 

CHILDREN: That's right! Yes! That's what happened! Someone

erased it!

 

JEDI CHILD MAY: If the planet blew up, the gravity would go

away.

 

OBI-WAN stares; YODA chuckles.

 

YODA: Truly wonderful, the mind of a child is. The Padawan

is right. Go to the center of the gravity's pull, and find

your planet you will.

 

YODA and OBI-WAN move away from the CHILDREN. With a hand

movement, OBI-WAN causes the star map to disappear. OBI-WAN

uses the Force to call the glass ball back to his hand as

the two walk into an adjoining room.

 

OBI-WAN: But Master Yoda who could have erased information

from the archives? That's impossible, isn't it?

 

YODA: (frowning) Dangerous and disturbing this puzzle is.

Only a Jedi could have erased those files. But who and why,

harder to answer. Meditate on this, I will. May the Force

be with you.

 

OBI-WAN leaves the room as YODA walks back toward the children.

 

EXTERIOR: NABOO SPACEPORT - DAY

 

The Starfreighter lands in the giant port city of Theed.

 

PADMÉ, ANAKIN and ARTOO are among the EMIGRANTS streaming

from the Starfreighter and into the vast docking area. They

exit onto the main plaza.

 

EXTERIOR: NABOO PALACE, GRAND COURTYARD - AFTERNOON

 

The speeder bus pulls up and stops. PADMÉ, ANAKIN, and

ARTOO get out. The great courtyard stretches before them,

and they see the rose-colored domes of the palace on the

far side. ARTOO WHISTLES. They pick up their gear and start

to cross the courtyard. ARTOO trundles behind them.

 

ANAKIN: If I grew up here, I don't think I'd ever leave.

 

PADMÉ: (laughing) I doubt that.

 

ANAKIN: No, really. When I started my training, I was very

homesick and very lonely. This city and my Mom were the

only pleasant things I had to think about... The problem

was, the more I thought about my Mom, the worse I felt. But

I would feel better if I thought about the palace - the way

it shimmers in the sunlight - the way the air always smells

of flowers...

 

PADMÉ: ...and the soft sound of the distant waterfalls. The

first time I saw the Capital, I was very young... I'd never

seen a waterfall before. I thought they were so

beautiful... I never dreamed one day I'd live in the

palace.

 

ANAKIN: Well, tell me, did you dream of power and politics

when you were a little girl?

 

PADMÉ: (laughing) No! That was the last thing I thought of,

but the more history I studied, the more I realized how

much good politicians could do. After school, I became a

Senatorial advisor with such a passion that, before I knew

it, I was elected Queen. For the most part it was because

of my conviction that reform was possible. I wasn't the

youngest Queen ever elected, but now that I think back on

it, I'm not sure I was old enough. I'm not sure I was

ready.

 

ANAKIN: The people you served thought you did a good job. I

heard they tried to amend the Constitution so you could

stay in office.

 

PADMÉ: Popular rule is not democracy, Annie. It gives the

people what they want, not what they need. And, truthfully,

I was relieved when my two terms were up. So were my

parents. They worried about me during the blockade and

couldn't wait for it all to be over. Actually, I was hoping

to have a family by now... My sisters have the most

amazing, wonderful kids... So when the Queen asked me to

serve as Senator, I couldn't refuse her.

 

ANAKIN: I agree! I think the Republic needs you... I'm glad

you chose to serve. I feel things are going to happen in

our generation that will change the galaxy in profound

ways.

 

PADMÉ: I think so too.

 

ANAKIN and PADMÉ walk toward the palace. ARTOO continues to

follow.

 

INTERIOR: NABOO PALACE, THRONE ROOM - AFTERNOON

 

QUEEN JAMILLIA is seated on the throne, flanked by SIO

BIBBLE and a COUPLE OF ADVISORS. FOUR HANDMAIDENS stand

close by, and GUARDS are at the doors.

 

QUEEN JAMILLIA: We've been worried about you. (takes her

hand) I'm so glad you're safe, Padmé.

 

PADMÉ: Thank you, Your Highness. I only wish I could have

served you better by staying on Coruscant for the vote.

 

SIO BIBBLE: Given the circumstances, Senator, you know it

was the only decision Her Highness could have made.

 

QUEEN JAMILLIA: How many systems have joined Count Dooku

and the separatists?

 

PADMÉ: Thousands. And more are leaving the Republic every

day. If the Senate votes to create an army, I'm sure it's

going to push us into a civil war.

 

SIO BIBBLE: It's unthinkable! There hasn't been a full

scale war since the formation of the Republic!

 

QUEEN JAMILLIA: Do you see any way, through negotiations,

to bring the separatists back into the Republic?

 

PADMÉ: Not if they feel threatened. The separatists don't

have an army, but if they are provoked, they will move to

defend themselves. I'm sure of that. And with no time or

money to build an army, my guess is they will turn to the

Commerce Guilds or the Trade Federation for help.

 

QUEEN JAMILLIA: The armies of commerce! Why has nothing

been done in the Senate to restrain them?

 

PADMÉ: I'm afraid that, despite the Chancellor's best

efforts, there are still many bureaucrats, judges, and even

Senators on the payrolls of the Guilds.

 

SIO BIBBLE: It's outrageous that, after all of those

hearings, and four trials in the Supreme Court, Nute Gunray

is still the Viceroy of the Trade Federation. I fear the

Senate is powerless to resolve this crisis. Do those money

mongers control everything?

 

QUEEN JAMILLIA: Remember, Counselor, the courts were able

to reduce the Federation's armies. That's a move in the

right direction.

 

PADMÉ: There are rumors, Your Highness, that the Trade

Federation Army was not reduced as they were ordered.

 

QUEEN JAMILLIA: We must keep our faith in the Republic. The

day we stop believing democracy can work is the day we lose

it.

 

PADMÉ: Let's pray that day never comes.

 

QUEEN JAMILLIA: In the meantime, we must consider your own

safety.

 

SIO BIBBLE signals. All the OTHER ADVISORS and ATTENDANTS

bow and leave the room.

 

SIO BIBBLE: (to Anakin) What is your suggestion, Master

Jedi?

 

PADMÉ: Anakin's not a Jedi yet, Counselor. He's still a

Padawan learner. I was thinking...

 

ANAKIN: (nettled) Hey, hold on a minute!

 

PADMÉ: Excuse me! I was thinking I would stay in the Lake

Country. There are some places up there that are very

isolated.

 

ANAKIN: Excuse me?! I am in charge of security here,

M'Lady.

 

SIO BIBBLE and QUEEN JAMILLIA exchange a look. Something is

going on here.

 

PADMÉ: Annie, my life is at risk, and this is my home. I

know it very well... that is why we're here. I think it

would be wise for you to take advantage of my knowledge in

this instance.

 

ANAKIN: (takes a deep breath) Sorry, M'Lady.

 

QUEEN JAMILLIA: Perfect. It's settled then.

 

ANAKIN glares at PADMÉ. Then QUEEN JAMILLIA gets up, and

they all start to leave.

 

QUEEN JAMILLIA: Padmé, I had an audience with your father

yesterday. I told him what was happening. He hopes you will

visit your mother before you leave... your family's very

worried about you.

 

PADMÉ: Thank you, your Highness.

 

PADMÉ looks worried. They ALL exit down the main staircase.

 

EXTERIOR: THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON

 

PEOPLE are passing through the little street, OLD MEN are

sunning themselves, WOMEN are gossiping, KIDS are playing.

ANAKIN, PADMÉ and ARTOO turn onto a side street. ANAKIN is

back in his Jedi robes. PADMÉ wear a beautiful simple

dress. She stops, beaming.

 

PADMÉ: There's my house!

 

PADMÉ starts forward; ANAKIN hangs back.

 

PADMÉ: What? Don't say you're shy!

 

ANAKIN: (untruthfully) No, but I...

 

Suddenly, there are shouts from two little girls, RYOO (age

6) and POOJA (age 4). They come running toward PADMÉ.

 

PADMÉ: Ryoo!! Pooja!!

 

PADMÉ scoops up RYOO and POOJA and hugs them.

 

PADMÉ: Go wake up Artoo.

 

RYOO & POOJA: Artoo!!!

 

As they see the droid, they hug him. ARTOO WHISTLES and

BEEPS. PADMÉ laughs. ANAKIN and PADMÉ go on toward the

house. The GIRLS stay and play with ARTOO.

 

INTERIOR: PADMÉ'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON

 

SOLA, PADMÉ'S beautiful older sister, comes in from the

kitchen carrying a big bowl of food.

 

SOLA: (over her shoulder) They're eating over at Jev

Narran's later, Mom. They just had a snack. They'll be

fine.

 

SOLA puts the bowl down on the table, where ANAKIN, PADMÉ

and RUWEE NABERRIE (Padme's father) are coming into the

room.

 

SOLA: Padmé! (hugging her) You're late. Mom was worried.

 

PADMÉ: We walked. Anakin, this is my sister, Sola.

 

SOLA: Hello, Anakin.

 

ANAKIN: Hello.

 

SOLA sits, as JOBAL NABERRIE (Padme's mother) comes in with

a heaped bowl of steaming food.

 

PADMÉ: ...and this is my mother.

 

JOBAL: You're just in time for dinner. I hope you're

hungry, Anakin.

 

ANAKIN: A little.

 

PADMÉ: He's being polite, Mom. We're starving.

 

RUWEE: (grinning) You came to the right place at the right

time.

 

EVERYONE sits and starts passing food.

 

JOBAL: (to Padmé) Honey, it's so good to see you safe. We

were so worried.

 

PADMÉ gives JOBAL a dirty look. RUWEE smiles as he watches.

 

RUWEE: Dear...

 

JOBAL: I know, I know... but I had to say it. Now it's

done.

 

SOLA: Well, this is exciting! Do you know, Anakin, you're

the first boyfriend my sister's ever brought home?

 

PADMÉ: (rolls her eyes) Sola!! He isn't my boyfriend! He's

a Jedi assigned by the Senate to protect me.

 

JOVAL: A bodyguard?! Oh, Padme! They didn't tell us it was

that serious!

 

PADMÉ: It's not, Mom, I promise. (glances at Jobal) Anyway,

Anakin's a friend. I've known him for years. Remember that

little boy who was with the Jedi during the blockade

crisis?

 

They nod.

 

PADMÉ: He grew up.

 

JOBAL: Honey, when are you going to settle down? Haven't

you had enough of that life? I certainly have!

 

PADMÉ: Mom, I'm not in any danger.

 

RUWEE: (to Anakin) Is she?

 

ANAKIN: ...Yes ...I'm afraid she is.

 

PADMÉ: (quickly) But not much.

 

EXTERIOR: PADMÉ'S PARENTS' GARDEN - AFTERNOON

 

ANAKIN and RUWEE are walking.

 

RUWEE: Sometimes I wish I'd traveled more... but I must

say, I'm happy here.

 

ANAKIN: Padmé tells me you teach at the university?

 

RUWEE: (nodding) Yes, and before that, I was a builder. I

also worked for the refugee relief movement when I was very

young.

 

INTERIOR: PADMÉ'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON

 

PADMÉ, SOLA and JOBAL are clearing the table.

 

SOLA: Why haven't you told us about him?

 

PADMÉ: What's there to talk about?  He's just a boy.

 

SOLA: A boy? Have you seen the way he looks at you?

 

PADMÉ: Sola - stop it!

 

SOLA: It's obvious he has feelings for you. Are you saying,

little baby sister, that you haven't noticed?

 

PADMÉ: I'm not your baby sister, Sola. Anakin and I are

friends... our relationship is strictly professional. (to

Jobal) Mom, would you tell her to stop it?

 

SOLA: (laughing) Well, maybe you haven't noticed the way he

looks at you. I think you're afraid to.

 

PADMÉ: Cut it out.

 

JOBAL: Sola's just concerned... we all are.

 

PADMÉ: Oh, Mom, you're impossible. What I'm doing is

important.

 

JOBAL: You've done your service, Padmé. It's time you had a

life of your own. You're missing so much!

 

EXTERIOR: PADMÉ'S PARENTS' GARDEN - AFTERNOON

 

ANAKIN and RUWEE are walking in the garden. RUWEE stops and

faces ANAKIN directly.

 

RUWEE: Now tell me, son. How serious is this thing? How

much danger is my daughter really in?

 

ANAKIN: There have been two attempts on her life. Chances

are there'll be more. My Master is tracking down the

assassins. I'm sure he'll find out who they are. This

situation, won't last long.

 

RUWEE: I don't want anything to happen to her.

 

ANAKIN: I don't either.

 

INTERIOR: PADMÉ'S PARENTS' HOUSE, PADMÉ'S ROOM - AFTERNOON

 

PADMÉ throws some things into a bag.

 

PADMÉ: Don't worry, this won't take long.

 

ANAKIN: I just want to get there before dark.

 

PADMÉ goes on packing. ANAKIN looks around the room.

 

ANAKIN: You still live at home.

 

PADMÉ: I move around so much, I've never had a place of my

own. Official residences have no warmth. I feel good here.

I feel at home.

 

ANAKIN: I never had a real home. Home was always where my

Mom was.

 

ANAKIN picks up a framed hologram.

 

ANAKIN: Is this you?

 

The hologram shows PADMÉ at age seven or eight surrounded

by forty or fifty little green creatures. She is holding

one in her arms. They are all smiling hugely.

 

PADMÉ: That was when I went with the relief group to

Shadda-Bi-Boran. Their sun was imploding, and the planet

was dying. I was helping to relocate the children. See that

little one I'm holding? His name was N'a-kee-tula, which

means sweetheart. He was so full of life. All those kids

were. They were never able to adapt... to live off their

native planet.

 

ANAKIN picks up another hologram. It shows PADMÉ at age ten

or eleven. She is wearing official robes and standing

between two robed legislators. Her expression is severe.

 

PADMÉ: My first day as an Apprentice Legislator. Notice the

difference?

 

PADMÉ pulls a face. ANAKIN grins. She continues packing.

ANAKIN sets the two holograms down side by side - the

beaming little girl, and the stern, unsmiling adolescent.

 

EXTERIOR: SPACE

 

The view is just like the star map hologram, plus, the

storm-shrouded planet of Kamino is exactly where it ought

to be. Obi-Wan's Starship disengages from the hyperspace

transport ring and flies OVER CAMERA and heads down toward

the planet.

 

OBI-WAN: There it is, Arfour, right where it should be. Our

missing planet, Kamino. Those files were altered.

 

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM)

- DAY

 

Heavy rains and hard-driving winds lash the platform as

Obi-Wan's Starship approaches. The huge, ultra-modern city

of Tipoca rests on great stilts that keep it above the

pounding and ever-present waves that cover the surface of

this watery world.

 

The Starfighter lands. OBI-WAN gets out and makes his way

through the howling wind toward a tower on the far side of

the platform. A door slides open. A shaft of brilliant

light pierces the swirling rain. OBI-WAN passes through it

and goes inside.

 

INTERIOR: TIPOCA CITY, CORRIDOR ENTRANCE - DAY

 

A Brilliant white light. OBI-WAN pushes the soaking hood

from his face.

 

TAUN WE: Master Jedi, so good to see you.

 

OBI-WAN wipes the rain from his face and blinks in surprise

at a tall, pasty-white alien named TAUN WE. He has large,

almond shaped eyes.

 

TAUN WE: The Prime Minister expects you.

 

OBI-WAN: (warily) I'm expected?

 

TAUN WE: Of course! He is anxious to meet you. After all

these years, we were beginning to think you weren't coming.

Now please, this way!

 

OBI-WAN masks his surprise as they move away along the

corridor.

 

INTERIOR: TIPOCA CITY, PRIME MINISTER OFFICE - DAY

 

The door slides open. OBI-WAN and TAUN WE enter and cross

to where LAMA SU rises, smiling, from his chair, which,

like all the furniture on Kamino, seems made out of pure

light.

 

TAUN WE: May I present Lama Su, Prime Minister of Kamino...

and this is Master Jedi...

 

OBI-WAN: Obi-Wan Kenobi.

 

LAMA SU indicates a chair. OBI-WAN remains standing. TAUN

WE hovers. The room is bathed in brilliant white light. The

whole place is ultra high-tech.

 

LAMA SU: I trust you are going to enjoy your stay. We are

most happy you have arrived at the best part of the season.

 

OBI-WAN: You make me feel most welcome.

 

LAMA SU: Please... (gestures to chair) And now to business.

You will be delighted to hear we are on schedule. Two

hundred thousand units are ready, with another million well

on the way.

 

OBI-WAN: (improvising) That is... good news.

 

LAMA SU: Please tell your Master Sifo-Dyas that we have

every confidence his order will be met on time and in full.

He is well, I hope.

 

OBI-WAN: I'm sorry? Master - ?

 

LAMA SU: Jedi Master Sifo-Dyas. He's still a leading member

of the Jedi Council, is he not?

 

OBI-WAN: Master Sifo-Dyas was killed almost ten years ago.

 

LAMA SU: Oh, I'm so sorry to hear that. But I'm sure he

would have been proud of the army we've built for him.

 

OBI-WAN: The army?

 

LAMA SU: Yes, a clone army. And, I must say, one of the

finest we've ever created.

 

OBI-WAN: Tell me, Prime Minister, when my Master first

contacted you about the army, did he say who it was for?

 

LAMA SU: Of course he did. This army is for the Republic.

But you must be anxious to inspect the units for yourself.

 

OBI-WAN: That's why I'm here.

 

OBI-WAN and LAMA SU rise and walk toward the door.

 

EXTERIOR: NABOO LAKE RETREAT, WATER SPEEDER, LANDING

PLATFORM - LATE AFTERNOON

 

A water speeder driven by PADDY ACCU, the retreat

caretaker, docks at the island landing platform. ANAKIN and

PADMÉ disembark the water speeder at the base of a lodge

rising on the beautiful island in the middle of the lake.

 

EXTERIOR: NABOO LAKE RETREAT, LODGE, GARDEN TERRACE - LATE

AFTERNOON

 

ANAKIN and PADMÉ walk up the stairs from where the water

speeder is parked onto a terrace overlooking a lovely

garden. Behind them, PADDY ACCU follows.

 

ANAKIN and PADMÉ stop at the balustrade. PADMÉ looks out

across the garden to the shimmering lake and the mountains

rising beyond. ANAKIN looks at her.

 

PADMÉ: When I was in Level Three, we used to come here for

school retreat. See that island? We used to swim there

every day. I love the water.

 

ANAKIN: I do too. I guess it comes from growing up on a

desert planet.

 

PADMÉ becomes aware that ANAKIN is looking at her.

 

PADMÉ: ...We used to lie on the sand and let the sun dry

us... and try to guess the names of the birds singing.

 

ANAKIN: I don't like sand. It's coarse and rough and

irritating, and it gets everywhere. Not like here. Here

everything's soft... and smooth...

 

He touches her arm. PADMÉ has become receptive to the way

he looks at her but is nervous.

 

PADMÉ: There was a very old man who lived on the island. He

used to make glass out of sand - and vases and necklaces

out of the glass. They were magical.

 

ANAKIN: (looks into her eyes) Everything here is magical.

 

PADMÉ: You could look into the glass and see the water. The

way it ripples and moves. It looked so real... but it

wasn't.

 

ANAKIN: Sometimes, when you believe something to be real,

it becomes real.

 

They look into each other's eyes.

 

PADMÉ: I used to think if you looked too deeply into glass,

you would lose yourself.

 

ANAKIN: I think it's true...

 

ANAKIN kisses PADMÉ. She doesn't resist. She comes to her

senses and pulls away.

 

PADMÉ: No, I shouldn't have done that.

 

ANAKIN: I'm sorry. When I'm around you, my mind is no

longer my own.

 

He looks at her.

 

EXTERIOR: TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY

 

OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Below

is a huge parade ground. The rain and wind are brutal.

THOUSANDS OF CLONE TROOPERS, faces covered by helmets, are

marching and drilling in formations of several hundred.

 

LAMA SU: (beaming) Magnificent, aren't they?

 

OBI-WAN nods slowly.

 

INTERIOR: TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY

 

OBI-WAN, LAMA SU, and TAUN WE come out onto a balcony.

Below is a huge parade ground. The rain and wind are

brutal. THOUSANDS OF CLONE TROOPERS, faces covered by

helmets, are marching and drilling in formations of

several hundred.

 

OBI-WAN: Very impressive.

 

LAMA SU: I hoped you would be pleased. Clones can think

creatively. You'll find that they are immensely superior

to droids.

 

OBI-WAN gazes at the nearest embryos.

 

INTERIOR: TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY

 

The tour continues through a classroom filled with

IDENTICAL YOUNG BOY CLONES.

 

LAMA SU: We take great pride in our combat education and

training programs. This group was created about five years

ago.

 

OBI-WAN: You mentioned growth acceleration...

 

LAMA SU: Oh yes, it's essential. Otherwise, a mature clone

would take a lifetime to grow. Now, we can do it in half

the time. Those items you saw on the parade ground were

started ten years ago, when Sifo-Dyas first placed the

order, and they're already mature.

 

INTERIOR: TIPOCA CITY, CLONE CENTER, COMMISSARY - DAY

 

LAMA SU conducts OBI-WAN through a large eating area. TAUN

WE follows as they walk by HUNDREDS OF CLONES who look

exactly alike, all about twenty years old, dressed in

black. They are seated at tables, eating.

 

LAMA SU: You'll find they are totally obedient, taking any

order without question. We modified their genetic structure

to make them less independent than the original host.

 

OBI-WAN: Who was the original host?

 

LAMA SU: A bounty hunter called Jango Fett. We felt a Jedi

would be the perfect choice, but Sifo-Dyas hand-picked

Jango Fett himself.

 

OBI-WAN: Where is this bounty hunter now?

 

LAMA SU: Oh, we keep him here.

 

INTERIOR: TIPOCA CITY, CLONE CENTER, BARRACKS - DAY

 

The tour continues through a long corridor filled with

narrow, transparent tubes into which CLONES are climbing.

Once in the tube, the CLONE goes to sleep.

 

LAMA SU: Apart from his pay, which is considerable, Fett

demanded only one thing - an unaltered clone for himself.

Curious, isn't it?

 

OBI-WAN: Unaltered?

 

LAMA SU: Pure genetic replication. No tampering with the

structure to make it more docile... and no growth

acceleration.

 

OBI-WAN: I would very much like to meet this Jango Fett.

 

TAUN WE: I would be most happy to arrange it, for you.

 

TAUN WE bows, and leaves.

 

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTERNOON

 

PADMÉ and ANAKIN are in the middle of an idyllic hilly

meadow, its lush grasses sprinkled with flowers. At a

distance, a herd of SHAAKS graze contentedly.

 

Beyond is the shimmering expanse of the lake. Several other

lakes stretch to the horizon. The warm air is full of

little floating puffballs. They sit on the grass, in a

playful, coy mood, talking. PADMÉ is picking flowers.

 

PADMÉ: I don't know...

 

ANAKIN: Sure you do... you just don't want to tell me.

 

PADMÉ: Are you going to use one of your Jedi mind tricks on

me?

 

ANAKIN: They only work on the weak-minded. You are anything

but weak-minded.

 

PADMÉ: All right... I was twelve. His name was Palo. We

were both in the Legislative Youth Program. He was a few

years older then I... very cute... dark curly hair...

dreamy eyes.

 

ANAKIN: All right, I get the picture... whatever happened

to him?

 

PADMÉ: I went into public service. He went on to become an

artist.

 

ANAKIN: Maybe he was the smart one.

 

PADMÉ: You really don't like politicians, do you?

 

ANAKIN: I like two or three, but I'm not really sure about

one of them. (smiling) I don't think the system works.

 

PADMÉ: How would you have it work?

 

ANAKIN: We need a system where the politicians sit down and

discuss the problem, agree what's in the best interests of

all the people, and then do it.

 

PADMÉ: That is exactly what we do. The trouble is that

people don't always agree. In fact, they hardly ever do.

 

ANAKIN: Then they should be made to.

 

PADMÉ: By whom? Who's going to make them?

 

ANAKIN: I don't know. Someone.

 

PADMÉ: You?

 

ANAKIN: Of course not me.

 

PADMÉ: But someone.

 

ANAKIN: Someone wise.

 

PADMÉ: That sounds an awful lot like a dictatorship to me.

 

A mischievous little grin creeps across his face.

 

ANAKIN: Well, if it works...

 

PADMÉ stares at ANAKIN. He looks back at her, straight

faced, but can't hold back a smile.

 

PADMÉ: You're making fun of me!

 

ANAKIN: (sarcastic) Oh no, I'd be much too frightened to

tease a Senator.

 

PADMÉ: You're so bad!

 

PADMÉ picks up a piece of fruit and throws it at him. He

catches it. PADMÉ throws two more pieces of fruit, and

ANAKIN catches them.

 

ANAKIN: You're always so serious.

 

PADMÉ: I'm so serious?!

 

ANAKIN then starts to juggle the fruit. PADMÉ laughs and

throws more fruit at him. He manages to juggle them too

until there are too many, and he loses control and ducks,

letting food fall on his head. They both laugh.

 

ANAKIN stands in front of a SHAAK, yelling at it and waving

his arms. PADMÉ starts laughing as ANAKIN runs in circles,

chased by the SHAAK.

 

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTEROON

 

The SHAAK crosses in front of PADMÉ, with ANAKIN riding it,

facing the SHAAK'S tail. ANAKIN attempts to stand on the

galloping SHAAK'S back, but the SHAAK bucks, and ANAKIN

loses his balance and falls off. PADMÉ laughs even harder.

ANAKIN lies still. Concerned, PADMÉ jumps up and runs to

where ANAKIN is face down in the grass.

 

PADMÉ: Annie, Annie! Are you all right?

 

She turns him over. He is pulling a stupid face at her and

laughing. She yelps in mock fury and takes a swing at him.

He catches her arm. She struggles. They roll over in the

grass, embracing, and looking into each other's eyes.

Suddenly, they become aware of the contact between them.

They let go of each other quickly and sit up, looking away.

 

ANAKIN stands up and holds out his hand to her. She takes

it. He pulls her up. And now they are easy together, not

self-conscious any more. PADMÉ scrambles up onto the SHAAK

behind ANAKIN. She puts her arms around his waist and leans

against his back. ANAKIN digs his heels in. The SHAAK

starts forward, and they ride away.

 

EXTERIOR: TIPOCA CITY (RAINSTORM) - DAY

 

Rain lashes the city. Below, mighty waves pound the stilts,

breaking almost to the height of the platforms. A large

AVIAN carrying a RAIN-SOAKED RIDER flies above the water

toward a floating city.

 

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

 

TAUN WE and OBI-WAN stand in front of the door of Jango

Fett's apartment. TAUN WE waves his hand, and a muted bell

RINGS.

 

As they wait, OBI-WAN notes the door lock entry mechanism.

Then the door opens, and a ten-year-old boy, BOBA FETT,

looks at them. He is identical to the boys in the

classroom.

 

TAUN WE: Boba, is your father here?

 

There is a brief pause.

 

BOBA FETT: Yep.

 

TAUN WE: May we see him?

 

BOBA FETT: Sure.

 

Another brief pause, then BOBA FETT steps aside, and TAUN

WE and OBI-WAN go through.

 

INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY

 

OBI-WAN, TAUN WE, and BOBA FETT enter the apartment. OBI

WAN looks around the room.

 

BOBA FETT: Dad! Taun We's here!

 

JANGO FETT comes in from the bedroom. He wears a jumpsuit.

He is unshaven and mean looking, his face pitted with scars

of old wounds. There are a couple of weird tattoos on his

muscular forearms. He eyes OBI-WAN with suspicion.

 

TAUN WE: Jango, welcome back. Was your trip productive?

 

JANGO FETT: Fairly.

 

OBI-WAN and JANGO FETT size each other up. BOBA FETT

studies both of them.

 

TAUN WE: This is Jedi Master, Obi-Wan Kenobi. He's come to

check on our progress.

 

JANGO FETT: That right?

 

JANGO FETT'S eyes fix OBI-WAN coldly.

 

OBI-WAN: Your clones are very impressive. You must be very

proud.

 

JANGO FETT: I'm just a simple man, trying to make my way in

the universe, Master Jedi.

 

OBI-WAN: Aren't we all?

 

OBI-WAN eyes the half-open bedroom door, through which a

couple of pieces of body armor can be seen on the floor.

JANGO FETT registers OBI-WAN'S look. He moves in front of

him, blocking the view.

 

OBI-WAN: Ever make your way as far into the interior as

Coruscant?

 

JANGO FETT: Once or twice.

 

OBI-WAN: Recently?

 

JANGO FETT: (eyes Obi-Wan carefully) Possibly...

 

OBI-WAN: Then you must know Master Sifo-Dyas?

 

JANGO FETT: (in Huttese) Boba, close the door.

 

BOBA FETT moves to close the bedroom door. JANGO FETT

smiles thinly at OBI-WAN.

 

JANGO FETT: Master who?

 

OBI-WAN: Sifo-Dyas. Is he not the Jedi who hired you for

this job?

 

JANGO FETT: Never heard of him.

 

OBI-WAN: Really.

 

JANGO FETT: I was recruited by a man called Darth Tyranus

on one of the moons of Bogden.

 

OBI-WAN: No? I thought...

 

TAUN WE: Sifo-Dyas told us to expect him. And he showed up

just when your Jedi Master said he would. We have kept the

Jedi's involvement a secret until your arrival, just as

your Master requested.

 

OBI-WAN: Curious...

 

JANGO FETT: Do you like your army?

 

OBI-WAN: I look forward to seeing them in action.

 

JANGO FETT: (grinning) They'll do their job well, I'll

guarantee that.

 

OBI-WAN: Thanks for your time, Jango.

 

JANGO FETT: Always a pleasure to meet a Jedi.

 

OBI-WAN and TAUN WE go out. The door slides closed. JANGO

FETT turns to his son. He is deep in thought.

 

BOBA FETT: What is it, Dad?

 

JANGO FETT: Pack your things. We're leaving.

 

EXTERIOR: NABOO LAKE RETREAT, LOUNGE - LATE AFTERNOON

 

The setting sun touches the mountain peaks. The lake glows

in the rose-tinted light. Floating lamps gleam softly like

jewels at the lodge.

 

INTERIOR: NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON

 

NANDI places dessert in front of PADMÉ. TECKLA does the

same for ANAKIN. The dessert is some kind of fruit.

 

ANAKIN: And when I got to them, we went into... aggressive

negotiations. (to Teckla) Thank you.

 

PADMÉ: "Aggressive negotiations," what's that?

 

ANAKIN: Uh, well, negotiations with a lightsaber.

 

PADMÉ: (laughing) Oh.

 

PADMÉ picks up her fork and goes to spear a piece, but it

moves! She frowns and tries again - the fruit moves. She

looks up at ANAKIN. His eyes are on his plate.

 

PADMÉ: You did that?

 

ANAKIN looks up - wide-eyed innocence.

 

ANAKIN: What?

 

PADMÉ scowls at him. PADMÉ jabs at the fruit - ANAKIN

subtly moves his hand and it lifts up from the plate and

hovers in front of her.

 

PADMÉ: That! Now stop it!

 

PADMÉ laughs. ANAKIN laughs. She reaches out for the fruit

- it loops.

 

PADMÉ: Anakin!!

 

ANAKIN moves his fingers. The fruit flies into his hand.

 

ANAKIN: If Master Obi-Wan caught me doing this, he'd be

very grumpy.

 

ANAKIN is pleased. He cuts the fruit into several pieces

and sends one back to PADMÉ. She bites it out of the air

and laughs.

 

INTERIOR: NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE -

TWILIGHT

 

A fire blazes in the open hearth. PADMÉ and ANAKIN are

sitting in front of it, gazing into the flames. She looks

up as ANAKIN leans in to kiss her.

 

PADMÉ: 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. PADMÉ meets his eye,

then looks away.

 

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

 

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

 

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

 

PADMÉ: 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!

 

PADMÉ: 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.

 

PADMÉ: 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.

 

PADMÉ: 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.

 

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

 

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.

 

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM)

- LATE DAY

 

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.

 

EXTERIOR: TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER

(RAINSTORM) - LATE DAY

 

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.

 

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

 

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.

 

INTERIOR: NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT

 

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!

 

EXTERIOR: NABOO LAKE RETREAT, LODGE, BALCONY OVERLOOKING

GARDENS - MORNING

 

ANAKIN is on the balcony overlooking the gardens. After a

moment, PAMDÉ comes onto the balcony behind him. She sees

he is meditating and turns to go.

 

ANAKIN: (eyes closed) Don't go.

 

PAMDÉ: I don't want to disturb you.

 

ANAKIN: Your presence is soothing.

 

Brief pause.

 

PADMÉ: You had a nightmare again last night.

 

ANAKIN: Jedi don't have nightmares.

 

PADMÉ: 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, Padmé. 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, Padmé. I don't have a choice.

 

PADMÉ: 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?

 

PADMÉ smiles and takes his hand.

 

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

 

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

 

OBI-WAN enters cautiously from outside. Ahead, the corridor

is deserted. He moves down it.

 

INTERIOR: TIPOCA CITY, CORRIDOR OUTSIDE FETT APARTMENT -

DAY

 

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.

 

INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY

 

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.

 

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM)

- DAY

 

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.

 

IN THE COCKPIT, BOBA FETT watches as:

 

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.

 

EXTERIOR: SPACE

 

The Naboo Starship heads toward the desert planet of

Tatooine.

 

EXTERIOR: TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY

 

The Naboo Starship lands in a large parking lot of

Spaceships on the outskirts of Mos Espa. ANAKIN and PADMÉ

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 PADMÉ 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 PADMÉ, 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.

 

EXTERIOR: SPACE, GEONOSIS

 

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.

 

INTERIOR: COCKPIT, FETT SHIP, SPACE, GEONOSIS

JANGO FETT grins at BOBA FETT.

 

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.

 

EXTERIOR: SPACE, GEONOSIS

 

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.

 

EXTERIOR: SPACE, GEONOSIS RINGS

 

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.

 

INTERIOR: COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS

 

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.

 

EXTERIOR: GEONOSIS, LANDING AREA - NIGHT

 

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.

 

EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY

 

The Naboo Starship descends, hovers, and land on a bluff.

ANAKIN and PADMÉ get out. They look down from the edge of

the bluff to where the homestead is seen on the desert

floor below.

 

PADMÉ: Stay with the ship, Artoo.

 

ARTOO WHISTLES as ANAKIN and PADMÉ start down the trail

toward the homestead.

 

EXTERIOR: TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE

DAY

 

C-3PO is working outside the homestead. He looks up as

ANAKIN and PADMÉ 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

Padmé.

 

PADMÉ: 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.

 

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD - LATE DAY

 

ANAKIN, PADMÉ 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.

 

PADMÉ: I'm Padmé.

 

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...

 

INTERIOR: TATOOINE, HOMESTEAD, KITCHEN - LATE DAY

 

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.

 

INTERIOR: TATOOINE, HOMESTEAD, DINING AREA - LATE DAY

 

CLIEGG, OWEN, PADMÉ 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.

 

PADMÉ: 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.

 

EXTERIOR: TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY

 

ANAKIN stands looking across the desert. PADMÉ comes

running out of the homestead after him. ANAKIN turns to

PADMÉ.

 

ANAKIN: You are going to have to stay here. These are good

people, Padmé. You'll be safe.

 

PADMÉ: Anakin...

 

PADMÉ 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. PADMÉ watches him go.

 

EXTERIOR: TATOOINE, LANDSCAPE - SUNSET

 

THREE DIFFERENT SHOTS. ANAKIN rides through three exotic

landscapes.

 

EXTERIOR: TATOOINE, DESERT, JAWA CAMP - TWILIGHT

 

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.

 

EXTERIOR: TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT

 

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.

 

EXTERIOR: TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT

 

The lights of the vaporators blink in the night sky.

Somewhere close by, a night animal HOWLS.

 

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) -

NIGHT

 

PADMÉ 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.

 

INTERIOR: TATOOINE, HOMESTEAD - GARAGE (FULL MOON) - NIGHT

 

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

 

C-3PO: Hello, Miss Padmé.

 

PADMÉ: Hello, Threepio.

 

C-3PO: You can't sleep?

 

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

 

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

 

PADMÉ: 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

Padmé, but I don't think there's been a time in my life

when I haven't been confused.

 

PADMÉ: 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.

 

EXTERIOR: GEONOSIS, ROCK FACE TRAIL - NIGHT

 

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.

 

EXTERIOR: GEONOSIS, ROCK FACE TRAIL - NIGHT

 

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.

 

EXTERIOR: GEONOSIS, TOWER ENTRANCE - DAWN

 

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.

 

INTERIOR: GEONOSIS, CORRIDORS - MORNING

 

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.

 

INTERIOR: GEONOSIS, CENTRAL SQUARE - MORNING

 

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.

 

INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY

 

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.

 

In addition to the original group, there are also THREE

OPPOSITION SENATORS: PO NUDO, TESSEK and TOONBUCK TOORA,

and a COMMERCE GUILD DIGNITARY; SHU MAI and a MEMBER of the

INTERGALACTIC BANK CLAN, SAN HILL.

 

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.

 

INTERIOR: GEONOSIS, STAIRS - DAY

 

OBI-WAN pulls back from the archway.

 

EXTERIOR: TATOOINE, CLIFF (FULL MOON) - NIGHT

 

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.

 

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON -

NIGHT

 

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.

 

INTERIOR: TUSKEN RAIDER HUT - NIGHT

 

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.

 

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN

 

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.

 

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

 

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.

 

EXTERIOR: GEONOSIS, LANDING AREA - DAY

 

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.

 

INTERIOR: COCKPIT, NABOO STARFIGHTER - DAY

 

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

 

OBI-WAN: (V.O.) Record this message and take it to your

mistress, Padmé... 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.

 

EXTERIOR: TATOOINE, DESERT, HOMESTEAD, MOISTURE FARM -

MORNING

 

ANAKIN rides the speeder bike toward the homestead. SHMI'S

body is tied to it. OWEN, followed by BERU and PADMÉ, 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.

 

INTERIOR: TATOOINE, MOISTURE FARM, KITCHEN - MORNING

 

PADMÉ prepares some food for ANAKIN. BERU helps her.

 

BERU: What's it like there?

 

PADMÉ: I'm sorry?

 

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

 

PADMÉ is completely preoccupied with her concern for

ANAKIN, but she does her best to reply.

 

PADMÉ: 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.

 

PADMÉ: 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.

 

PADMÉ: (smiles) Thanks, Beru.

 

She goes out.

 

INTERIOR: TATOOINE, HOMESTEAD, GARAGE - DAY

 

PADMÉ comes in with a tray of food. ANAKIN is standing at a

workbench, repairing a part of the speeder bike.

 

PADMÉ: I brought you something. Are you hungry?

 

PADMÉ 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!

 

PADMÉ: 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.

 

PADMÉ: 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. PADMÉ stares at

him, shocked.

 

PADMÉ: 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. PADMÉ 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.

 

PADMÉ: To be angry is to be human.

 

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

 

PADMÉ: Ssshhh... you're human.

 

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

sorry, I'm so sorry!

 

PADMÉ: You're like everyone else...

 

PADMÉ rocks him, and ANAKIN weeps.

 

EXTERIOR: TATOOINE, HOMESTEAD, GRAVESITE - DAY

 

ANAKIN, PADMÉ, 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.

 

PADMÉ: Artoo, what are you doing here?

 

ARTOO BEEPS and WHISTLES.

 

C-3PO: It seems that he is carrying a message from an Obi-

Wan Kenobi. Master Annie, does that name mean anything to

you?

 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

 

A rough hologram of OBI-WAN is projected in front of ANAKIN

and PADMÉ. They watch the flickering image.

 

OBI-WAN: (V.O.) Anakin, my long range transmitter has been

knocked out. Retransmit this message to Coruscant.

 

PADMÉ 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.

 

INTERIOR: JEDI COUNCIL ROOM - DAY

 

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...

 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

 

ANAKIN and PADMÉ continue to listen.

 

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

Senator Amidala.

 

INTERIOR: JEDI COUNCIL ROOM - DAY

 

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!!

 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

 

ANAKIN and PADMÉ watch as OBI-WAN is attacked by Droidekas.

The hologram cuts off. ANAKIN jumps up, agitated.

 

INTERIOR: JEDI COUNCIL ROOM - DAY

 

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.

 

INTERIOR: COCKPIT, NABOO STARSHIP - SUNSET

 

ANAKIN and PADMÉ 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. PADMÉ is looking at the readout

on the ship's control panel.

 

PADMÉ: 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.

 

PADMÉ 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.

 

PADMÉ: 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.

 

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

 

PADMÉ pulls her hand free and flicks more switches. The

engines fire.

 

PADMÉ: ...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 PADMÉ.

 

EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET

 

The Naboo Starship rises from the bluff and zooms away.

 

EXTERIOR: CORUSCANT, REPUBLIC EXECUTIVE BUILDING - DAY

 

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.

 

INTERIOR: CORUSCANT, CHANCELLOR'S OFFICE - DAY

 

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.

 

INTERIOR: GEONOSIS, PRISON CELL - DAY

 

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.

 

EXTERIOR: SPACE

 

The Naboo Starship heads toward the rings of Geonosis.

 

EXTERIOR: GEONOSIS - DAY

 

ANAKIN pilots the starship close to the ground, weaving

around towering rock formations.

 

PADMÉ: 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.

 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

 

PADMÉ and ANAKIN prepare to leave the starship.

 

PADMÉ: 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.

 

INTERIOR: GEONOSIS, CORRIDORS - DAY

 

ANAKIN and PADMÉ enter the stalagmite city. They stop,

looking around in wonder at the emptiness.

 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

 

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?

 

ARTOO bleeps at THREEPIO.

 

INTERIOR: GEONOSIS, CORRIDORS - DAY

 

ANAKIN and PADMÉ 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: Wait.

 

ANAKIN turns as one of the WINGED CREATURES attacks him.

Lightsaber blazing, ANAKIN cuts down three creatures as

PADMÉ exits through a far doorway. He reaches PADMÉ 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 PADMÉ slips and

then jumps down onto a conveyor belt leading into the droid

factory.

 

ANAKIN: Padmé!

 

ANAKIN jumps down and slashes more WINGED CREATURES while

attempting to reach PADMÉ. PADMÉ makes her way across

stamping machines and welders as ANAKIN follows, beating

back WINGED CREATURES.

 

INTERIOR: GEONOSIS, DROID FACTORY - DAY

 

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 PADMÉ, lightsaber

flashing, WINGED CREATURES attacking from all directions.

PADMÉ 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. PADMÉ struggles to find handholds for

escape, but is unsuccessful. ARTOO flies toward PADMÉ.

 

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 PADMÉ continues her struggle to escape the vat, ARTOO

finds the computer port controlling the vats and programs

PADMÉ'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.

 

PADMÉ 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!

 

INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY

 

COUNT DOOKU sits at a large conference table with PADMÉ 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.

 

PADMÉ: 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.

 

COUNT DOOKU smiles.

 

PADMÉ: 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.

 

PADMÉ: 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.

 

PADMÉ: 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.

 

PADMÉ: 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.

 

PADMÉ: 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.

 

PADMÉ: 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.

 

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER, UPPER CORRIDOR -

EVENING

 

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.

 

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER - EVENING

 

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 rises.

 

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.

 

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER, UPPER CORRIDOR -

EVENING

 

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.

 

INTERIOR: GEONOSIS, HIGH AUDIENCE CHAMBER - DAY

 

ANAKIN and PADMÉ 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?

 

PADMÉ: 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 PADMÉ and ANAKIN. They are

escorted out of the chamber to the sounds of chuckling.

 

INTERIOR: GEONOSIS, TUNNEL TO EXECUTION ARENA - DAY

 

In the gloomy tunnel, ANAKIN and PADMÉ 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.

 

PADMÉ: 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?

 

PADMÉ: 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...

 

PADMÉ: 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.

 

PADMÉ 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.

 

INTERIOR: GEONOSIS, EXECUTION ARENA - DAY

 

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. PADMÉ and ANAKIN are taken

down, dragged to posts, and chained to them. ANAKIN is in

the center. PADMÉ 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 Padmé?

 

PADMÉ 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 PADMÉ's post and rears on its hind

legs. On top, PADMÉ 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

PADMÉ. 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, PADMÉ 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.

PADMÉ 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 PADMÉ again. She finally

manages to work the chain loose. ANAKIN comes charging up

on the REEK.

 

ANAKIN: You okay?

 

PADMÉ: (nods, gasping) Sure!

 

ANAKIN: Jump!!!

 

The NEXU springs. PADMÉ 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 PADMÉ.

 

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.

 

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

 

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. PADMÉ 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.

PADMÉ blasts away at DROIDS and GEONOSIANS.

 

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

 

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 PADMÉ are back-to-back, fighting DROIDS and

flying GEONOSIANS.

 

ANAKIN: You call this diplomacy?

 

PADMÉ: 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.

 

PADMÉ jumps on top of the ORRAY pulling the execution

wagon. ANAKIN runs, jumps, and lands in the cart,

deflecting laser blasts with his lightsaber. PADMÉ 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?

 

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

 

MACE WINDU, OBI-WAN, ANAKIN, PADMÉ 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 PADMÉ look to

each other. COUNT DOOKU raises his hand to give the order

to fire. PADMÉ looks up suddenly.

 

PADMÉ: 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.

 

EXTERIOR: GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY

 

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.

 

INTERIOR: GEONOSIS, COMMAND CENTER - DAY

 

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.

 

INTERIOR: GUNSHIP NUMBER TWO - DAY

 

Ground fire and explosions rock the Gunship. PADMÉ, ANAKIN,

and OBI-WAN steady themselves.

 

OBI-WAN: Hold on!

 

INTERIOR: GEONOSIS, COMMAND CENTER - DAY

 

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.

 

INTERIOR: GUNSHIP NUMBER ONE - DAY

 

MACE WINDU stares at the incredible sight.

 

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

 

CLONE CAPTAIN: Yes, sir.

 

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.

 

EXTERIOR: BATTLEFIELD, GEONOSIS LANDSCAPE - DAY

 

Gunship #2 skims the battlefield, firing down, deflecting

answering fire from the droids.

 

INTERIOR: GUNSHIP NUMBER TWO - DAY

 

OBI-WAN, ANAKIN and PADMÉ 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.

 

INTERIOR: GUNSHIP NUMBER ONE - DAY

 

The Gunship lands at the Command Center. YODA disembarks.

 

CLONE COMMANDER: Master Yoda, all forward positions are

advancing.

 

YODA: Very good. Very good.

 

INTERIOR: GUNSHIP NUMBER TWO - DAY

 

The Gunship continues to fire on the TRADE FEDERATION

starships. The starships continue to lift into the sky.

 

INTERIOR: COMMAND CENTER - DAY

 

YODA: Concentrate all your fire on the nearest starship.

 

CLONE COMMANDER: Yes, sir.

 

The TRADE FEDERATION starship finally begins to weaken

under the constant fire. The starship begins to fall and

then explodes in a fireball.

 

INTERIOR: GUNSHIP NUMBER TWO - DAY

 

OBI-WAN, ANAKIN and PADMÉ 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!

 

PADMÉ: 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 PADMÉ and a CLONE OFFICER tumble out.

 

ANAKIN: Padmé!!!

 

ANAKIN stares down in horror as PADMÉ 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 Padmé would

do if she were in your position?

 

ANAKIN: (resigned) She would do her duty.

 

EXTERIOR: COMMAND CENTER - DAY

 

YODA stands next to the CLONE COMMANDER. He senses

something is wrong with PADMÉ.

 

YODA: Hmmmm...

 

CLONE COMMANDER: The droid army is in full retreat.

 

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

 

EXTERIOR: GEONOSIS, DUNES - DAY

 

On the ground, a CLONE TROOPER approaches PADMÉ.

 

CLONE TROOPER: Are you all right?

 

PADMÉ: I think so.

 

CLONE TROOPER: We better get you back to the Forward

Command Center.

 

PADMÉ: No, no. Gather up what troops you can. We've got to

get to that hanger. Get a transport. Hurry!

 

INTERIOR: GUNSHIP NUMBER TWO - DAY

 

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.

 

INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY

 

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.

 

EXTERIOR: GEONOSIS, SPACE

 

COUNT DOOKU pilots his ship through the asteroid field

circling Geonosis and into deep space.

 

INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY

 

PADMÉ runs to ANAKIN and throws her arms around him. ANAKIN

is barely able to stand up.

 

EXTERIOR: CORUSCANT, OLD TOWN - DAWN

 

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.

 

INTERIOR: CORUSCANT, SECRET LANDING PLATFORM - DAWN

 

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.

 

EXTERIOR: CORUSCANT, JEDI TEMPLE - SUNSET

 

The beautiful temple basks in the red glow of the setting

sun.

 

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - SUNSET

 

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!

 

EXTERIOR: CORUSCANT, MILITARY STAGING AREA, BALCONY -

SUNSET

 

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...

 

EXTERIOR: NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY

 

In a rose-covered arbor overlooking the sparkling lake,

ANAKIN and PADMÉ 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 PADMÉ kiss.

 

DISOLVE TO:

 

EXTERIOR: GALAXY - SPACE

 

END CREDITS OVER STARS

 

THE END

 

Directed by

GEORGE LUCAS

 

Screenplay by

GEORGE LUCAS and JONATHAN HALES

 

Story by

GEORGE LUCAS

 

Produced by

RICK McCALLUM

 

Executive Producer GEORGE LUCAS

 

Director of Photography

DAVID TATTERSALL, B.S.C.

 

Production Designer

GAVIN BOCQUET

 

Editor and Sound Designer

BEN BURTT

 

Costume Designer

TRISHA BIGGAR

 

Casting by

ROBIN GURLAND

 

Music by

JOHN WILLIAMS

 

Starring

EWAN McGREGOR

NATALIE PORTMAN

HAYDEN CHRISTENSEN

and FRANK OZ as Yoda

 

Co-Starring

IAN McDIARMID

PERNILLA AUGUST

AHMED BEST

OLIVER FORD DAVIES

TEMUERA MORRISON

ANTHONY DANIELS

SILAS CARSON

KENNY BAKER

with SAMUEL L. JACKSON as Mace Windu

and CHRISTOPHER LEE as Count Dooku

 

Visual Effects Supervisors

JOHN KNOLL

PABLO HELMAN, BEN SNOW

DENNIS MUREN A.S.C.

 

Animation Director

ROB COLEMAN

 

Concept Design Supervisors

DOUG CHIANG

ERIK TIEMENS, RYAN CHURCH

 

Production Supervisor

STEPHEN JONES

 

First Assistant Director

JAMES McTEIGUE

 

Second Assistant Director

CLAIRE RICHARDSON

 

Second Second Assistant Director

PAUL SULLIVAN

 

High Definition Supervisor

FRED MEYERS

 

CAST

 

Obi-Wan Kenobi.........................................EWAN McGREGOR

Padmé................................................NATALIE PORTMAN

Anakin Skywalker..................................HAYDEN CHRISTENSEN

Count Dooku..........................................CHRISTOPHER LEE

Mace Windu.........................................SAMUEL L. JACKSON

Yoda........................................................FRANK OZ

Supreme Chancellor Palpatine...........................IAN McDIARMID

Shmi Skywalker.......................................PERNILLA AUGUST

Jango Fett..........................................TEMUERA MORRISON

Senator Bail Organa......................................JIMMY SMITS

Cliegg Lars............................................JACK THOMPSON

Zam Wesell...........................................LEEANNA WALSMAN

Jar Jar Binks.............................................AHMED BEST

Dormé.....................................................ROSE BYRNE

Sio Bibble........................................OLIVER FORD DAVIES

Dexter Jettster..........................................RONALD FALK

Captain Typho...........................................JAY LAGA'AIA

Watto.................................................ANDREW SECOMBE

C-3PO................................................ANTHONY DANIELS

Ki-Adi-Mundi & Nute Gunray..............................SILAS CARSON

Queen Jamillia........................................AYESHA DHARKER

Boba Fett...............................................DANIEL LOGAN

Owen Lars..............................................JOEL EDGERTON

Beru.............................................BONNIE MAREE PIESSE

Voice of Lama Su......................................ANTHONY PHELAN

Voice of Taun We...........................................RENA OWEN

Madame Jocasta Nu....................................ALETHEA McGRATH

Hermione Bagwa..........................................SUSIE PORTER

Elan Sleazebaggano........................................MATT DORAN

Lott Dod.................................................ALAN RUSCOE

Plo Koon..................................................MATT SLOAN

Cordé................................................VERONICA SEGURA

Mas Amedda..............................................DAVID BOWERS

Naboo Lieutenant.................................STEVE JOHN SHEPHERD

Clone Trooper...................................BODIE 'TIHOI' TAYLOR

Senator Orn Free Taa......................................MATT ROWAN

Senator Ask Aak.........................................STEVEN BOYLE

Kit Fisto...........................................ZACHARIAH JENSEN

J.K.Burtola...............................................ALEX KNOLL

Mari Amithest.......................................PHOEBE YIAMKIATI

R2-D2....................................................KENNY BAKER

Oppo Rancisis...........................................JEROME BLAKE

Eeth Koth..............................................HASSANI SHAPI

Adi Gallia.......................................................GIN

Saesee Tiin.............................................KHAN BONFILS

Even Piell.........................................MICHAELA COTTRELL

Depa Billaba.....................................DIPIKA O'NEILL JOTI

 

 

Supervising Art Director

PETER RUSSELL

 

Art Directors

JONATHAN LEE, IAN GRACIE

PHIL HARVEY, MICHELLE McGAHEY, FRED HOLE

 

Assistant Art Directors

JACINTA LEONG

CLIVE MEMMOTT

 

Art Department Coordinator

COLETTE BIRRELL

 

Draftspeople

ANDREW POWELL, EDWARD COTTON

PETER MILTON, DAMIEN DREW

 

Junior Draftspeople

MARK BARTHOLOMEW

ANDREW CHAN, CINDI KNAPTON, PAUL OCOLISAN

 

Set Model Makers

BEN COLLINS

KERRYANNE JENSEN, MICHAEL KELM

 

Conceptual Researcher

DAVID CRAIG

 

Graphics / 3D Modeller

PHENG SISOPHA

 

Art Department Runners

RODERICK ENGLAND

CHRIS PENN

 

Art Department Supervisor

FAY DAVID

 

Concept Artists

IAIN McCAIG, DERMOT POWER

JAY SHUSTER, ED NATIVIDAD, MARC GABBANA

KURT KAUFMAN, PHIL SHEARER, RAVI BANSAL

 

Storyboard Artists

MARK SEXTON

RODOLFO DAMAGGIO

 

Sculptor

TONY LEES

 

Concept Sculptors

ROBERT E. BARNES

MICHAEL PATRICK MURNANE, TONY McVEY

 

Concept Model Makers

JOHN GOODSON

JOHN DUNCAN, CAROL BAUMAN, R. KIM SMITH

 

Art Department Assistants

BETHWYN GARSWOOD

RYAN MENDOZA, ROEL ROBLES

MATTHEW SAXON, MICHAEL SMALE

 

Pre-Visualization / Effects Supervisors

DANIEL D. GREGOIRE & DAVID DOZORETZ

 

Pre-Visualization / Effects Artists

EUISUNG LEE

ROBERT KINCAID, SIMON DUNSDON, GARY LEE

BRADLEY ALEXANDER, PAUL TOPOLOS

BRIAN CHRISTIAN, KATIE COLE

MATTHEW WARD, RAYMOND WONG, BRIAN POHL

 

Stunt Coordinator / Swordmaster

NICK GILLARD

 

Assistant Stunt Coordinator

RICHARD BOUÉ

 

Obi-Wan Stunt Double

NASH EDGERTON

 

Jango Stunt Double

SCOTT McLEAN

 

Dooku Stunt Double

KYLE ROWLING

 

Padmé Stunt Doubles

GILL STRATHAM, CARLY HARROP

 

Stunt Performers

DANIEL STEVENS, AVRIL WYNNE

CHRIS MITCHELL, DEAN GOULD, DAR DAVIES

ROBERT SIMPER, JON HEANEY

RAY ANTHONY, JOSS GOWER

 

Production Manager (Tunisia)

PETER HESLOP

 

Script Supervisor

JAYNE-ANN TENGGREN

 

Unit Manager

TIC CARROLL

 

Production Coordinators

PAUL RANFORD

ISOBEL THOMAS, ANNA HALL

 

Assistant Production Coordinators

JACQUELINE KING

POLLY LEACH

 

Executive Assistants to George Lucas

JANE BAY

SARITA PATEL

 

Assistant to George Lucas

ANNE MERRIFIELD

 

Australian Assistant to

Rick McCallum JACQUI LOUEZ

 

US Assistants to

Rick McCallum

ARDEES RABANG JUNDIS, ALVIN LOPEZ

 

IT Manager

PAUL MATWIY

 

Network Manager

PETER HRICAK

 

Unit Nurse

JACQUIE ROBERTSON

 

Extras Casting

MAURA FAY, ROS BREDEN

 

Casting Assistant

VANESSA SULMAN

 

Artists' Assistants

JILL GOLDBERG

LEONARD THOMAS, CHLOE MOSS, ALICE LANAGAN

 

Third Assistant Director

GORDON WESTMAN

 

Set PA

SAM SMITH

 

Production Assistants

ALI KESHAVJ, FELICITY GIBBINS

 

Production Runners

JOSHUA WATKINS, TIM LION

 

Safety Supervisor

SOTIRI SOTIROPOULOS

 

Security

GEORGE HATSATOURIS, GAY COBHAM

 

Construction Nurse

MARGUERITTE O'SULLIVAN

 

Production Controller

KATHRYN RAMOS

 

Production Accountant

KEVIN PLUMMER

 

Assistant Accountants

VALERIE WILLIAMS

PATRICK PLUMMER, JANNINE DIXON

BELINDA LOWSON

 

Accounts Assistant

AYSE SELCUK

 

UK Accountant

RAJESHREE PATEL

 

Accounting Manager

WENDY GORMAN

 

Art Department Accountant

DEBORAH EASTWOOD

 

Location Accountant (Tunisia)

ROBERT THREADGOLD

 

Assistant Accountant (Tunisia)

TRACI DUXBURY

 

Location Accountant (Italy)

VAL SUNDERLAND

 

High Definition Camera Supervisor

FRED MEYERS

 

Camera Operator / Steadicam Operator

BRAD SHIELD

 

Camera Operator

CALUM McFARLANE

 

Focus Pullers

BRETT MATTHEWS, DAMIAN WYVILL

 

Camera Assistants

LUKE NIXON, JASON BINNIE

 

High Definition Camera Assistant

MATT HUNT

 

Video Split Operator

MICHAEL TAYLOR

 

Video Split Assistant

CAMERON MORLEY

 

Techno Crane Operator

GEOFF BROWN

 

Assistant Techno Crane Operator

JASON KLAFFER

 

Key Grip

DAVID NICHOLS

 

Best Boy Grip

JORGE ESCANUELA

 

Dolly Grips

MICK VIVIAN, MATT COPPING

 

Key Rigging Grip

ADY ROSE

 

Rigging Grips

PAUL ANDERSON, MAL BOOTH

MICHAEL RICH

 

Sound Recordist

PAUL 'SALTY' BRINCAT

 

Boom Operator

ROD CONDER

 

Cable Person

BEN LINDELL

 

Matchmove Assistant

FELIX POMERANZ

 

Set Decorator

PETER WALPOLE

 

Assistant Set Decorator

BEV DUNN

 

Assistant Set Decorator (Tunisia)

DOMINIC HYMAN

 

Prop Buyer

ANDREW CRICHTON

 

Set Decorating Buyer

TONY XEROS

 

Set Decorating Draftsperson

GODRIC COLE

 

Set Decorating Coordinator

JOANNE TASTULA

 

Props Scenic Artist

MICHAEL DAYMAN

 

Props Painter

REUBEN HILL

 

Chargehand Prop Dressers

SHANE AUMONT

MATT MILGATE

 

Upholsterer

IAN ANDREWARTHA

 

Assistant Upholsterer

SANDRA CARRINGTON

 

Stand-By Propman

ROBERT MOXHAM

 

Assistant Stand-By Propman

PETER KODICEK

 

Practical Electrics

GRAHAM BEATTY, DAVID FELGAR

 

Property Master

TY TEIGER

 

Assistant Property Master

JOHN-PAUL (LON) LUCINI

 

Model Making Supervisor

PETER WYBORN

 

Model Making Foreman

TREVOR SMITH

 

Model Making Leading Hands

JIM LENG, ADAM GRACE

NICK BERNYK, LEWIS P. MORLEY

 

Leading Mould Maker

KEITH RAE

 

Pattern Maker

GUY MASEK

 

Engineer

CAL FOOTE

 

Mechanic

THOMAS VAN KOEVERDEN

 

Model Making Coordinators

TRISH FOREMAN

TANYA HARPER

 

Props Runner

SAM FORD

 

Prop Storeman

CHARLY WRENCHER

 

Model Making Runner

NICOLE VAN LAMBAART

 

Prop Dressers

SOPHIE BUTTNER, MATTHEW COOK

CRAIG FISON, JEREMY FULLER, BRYCE TIBBEY

DION HORSTMANS, ZACHAREY JANE

ANGUS MACDONALD, JAN EDWARDS

ALEX BOSWELL, ANTON PARSONS, RICK HOWIE

KERRIE VAN LAMBAART, JASON CHRISTOPHER

GLENN SHERIDAN, ROBERTO WEIL MACHADO

ZVIKA ALONI, BERT BURLESS

SETH AITKIN, MARC BAROLD

 

Model/Mould Makers

STEVEN REID, KEVIN McMANUS

MARK POWELL, MATTHEW COTTER

RUTH WYNNE, RUSSELL LOWE, BILL DEMERY

SIMON MOUNCEY, WAYNE STARKEY

LUIS FONSECA, JESSIE WALKER-STEWART

LAURIE HUGHES, BRETT HARRISON

RONALD RAMETTA, ROBERT BERRYMAN

ROWAN WADEMAN, CHRIS DEBNEY

THOMAS PERRY, RAY JENKINS, ADRIAN BRITNELL

OWEN LAWRENCE, BRAD BURNET, JAMES MORGAN

DAVID McPHAIL, DAVID NAGEL

CHRIS MARINOVICH, CRAIG LONGHURST

TIM McGAW, DAVID WILLIS, MARIO EGIZIANO

 

Assistant Costume Designer

MICHAEL MOONEY

 

Costume Supervisor

NICOLE YOUNG

 

Costume Props Supervisor

IVO COVENEY

 

Assistant Costume Designer

JASON GIBAUD

 

Assistant Costume Props Supervisor

MARTIN REZARD

 

Senior Costume Fabric Painter

TIM SHANAHAN

 

Senior Leather Accessories

KEN BARNETT

 

Costume Buyers

KARIN THORN, RHONDA NOHRA

 

Assistant Designers

ANN MASKREY

JACQUELINE DURRAN

 

Cutters

KAY COVENEY, TERRY THORLEY

JULIE BRYANT, ANTHONY PHILLIPS, ALLAN LEES

ROBERTA TATE, SHERYL PILKINTON

PATRICIA HIGGS, SALLY STEELE

JUDITH MESCHKE, GLORIA BAVA

ESTHER WALTERS

 

Workroom Assistants

CELINDA ALVARADO

JULIE BEACH, LARINA BENNETT, JUSTINE BRIEN

ARLENE CLEMENT, MONIQUE DONALDSON

MICHELLE EREAUX, VALERIE EVANS

DIDI FITZGERALD, TRACEY GARDNER

ANDREA GASKILL, ROBIN HALL, JULIE HERLIHY

FIONA HOLLEY, DANIELLE LAWSON, GAYE LEE

PENNY MACKIE, VICKI MARTIN, ANNE MATHESON

SUZANNE McRAE, YVETTE MEINS

DEBBIE MILLINGTON, SUSAN MILLNER

MUSETTE MOLYNEAUX, JULIE NETHERCOAT

MARNIE ORMISTON, MAUREEN ROSA, JACKIE ROSS

MARCIA SMITH, JOAN STALEY, REBECCA TANCRED

MELISSA THORNTON, ROSLYN TIDDY

MARGARET TREVILLION, ALICE VARGAS

 

Costume Props

JUSTIN BROWN, WILL CHIU

HESTER CLARK, ROBERT COLHOUN, REUBEN HART

THOMAS HILL, AMANDA-JANE AMPHLETT

THOMAS KELSO, TOM LAMPROPOULOS

ANNA MARCHANT, ZOE SKINNER, WILLIAM NEAVE

JO-ANNE PARKIN, JOANNA PULLEN

FELICITY WIECEK, KIRSTIE RICKWOOD

LOUISE SHAW, KARA WALSH, ASTRID FISHER

 

Senior Milliner

RICK McGILL

 

Milliners

FIONA NICHOLS, VIRGINIA SETTRE

 

Fabric Painter/Dyers

NICOLA McINTOSH

NATALIE BRACHER

 

Dyer

REBECCA VILLIERS

 

Graphics Assistant

TRACY JAMES

 

Administrative Assistant

JACQUELINE FENTON

 

Costume Coordinator

VANESSA EDWARDS

 

Leather Accessories

GORDON BARNETT

VAJRA BARNETT, DARREN COWIE

HAZEL TRUDGEN

 

Costume Runners

CRAIG McCLEMENTS

AMBER REYNOLDS, PETER TSELEPI

 

Wardrobe Supervisor

LYN ASKEW

 

Key Costume Stand-By

HEATHER LAURIE

 

Costume Stand-Bys

JULIE-ANNE BARTON

JAMELLA HASSAN

 

Assistant Costume Stand-Bys

MANUELA MASOCH

CAROLYN WELLS

 

Crowd Stand-Bys

WENDY ASHER, FIONA NICOLLS

LAURA HICKEY, SHEREEN KHAN

TERRI KIBBLER, MARIANNE McKEON

DANIEL OWEN, JO O'CONNOR, HELEN PEACOCK

 

Special Embroidery by

FULLERTON DESIGN EMBROIDERY

 

Beading by

KAREN TORRISI BEADING

 

Supervising Construction Manager

DAVID BUBB

 

Construction Manager

GREG HAJDU

 

Assistant Construction Manager

ROB SUTTON

 

Head Foreman

MARK JONES

 

Construction Foremen

SEAN AHERN

ANDY STAIG, PETER COY

 

Leading Hands

BRETT BARTLETT, GARTH TOMPKINS

IAN BICKERTON, KRISTIAN KIELLAND

NORMAN WRAY

 

Head Fibrous Plasterer

KEN BARLEY

 

Supervising Plasterers

STEPHEN COURT

MICHAEL GARDINER, ROGER GILLESPIE, PAUL KING

 

Plaster Foreman

JOHN MURCH

 

Plaster Leading Hand

TONY GREENHILL

PETER BRADFORD

 

Steel Foreman

WAYNE PORTER

 

Steel Leading Hand

ROD NASH

 

Head Rigger

STEVE SANSOM

 

Supervising Rigger

WARREN JONES

 

Leading Hand Riggers

RAY DEW, ROD SCOTT

DARRYL DEMPSEY, NICK MORRELL

 

Head Scenic Painters

MATT CONNORS

MICKY GUYETT

 

Head Scenic Foreman

ALAN BROWN

 

Scenic Foremen

STEVE WARREN

MARTIN BRUVERIS, DANNY STRACHAN

 

Scenic Leading Hands

GAETANO LAGANA

JOHNNY 'JESUS' SELLA, JOLYON SIMPSON

LINDA SANG, PETA BLACK, GREG COMMERFORD

 

Stand-By Carpemter

RICHARD CROWE

 

Construction Coordinator

EMILY SAUNDERS

 

Assistant Construction Coordinator

SHANTHI NADARAJA

 

THANKS TO ALL THE AUSTRALIAN CONSTRUCTION CREW

 

Gaffer

EDDIE KNIGHT

 

Best Boys

STEWART MONTEITH, MOSES FOTOFILI

 

Rigging Gaffer

IAIN MATHIESON

 

Rigging Best Boy

PHIL MULLIGAN

 

Electricians

KEVIN BLYTH, GRAEME COOK

LUKE CROSS, JOHN CUMMINGS, JOHN ELLARD

RUSSELL FEWTRELL, MARK HARRIS

GILLIAN HUXLEY, STEVE JOHNSON, PAUL KLICIN

JOEL KLINGER, ALEX LAGUNA, GREG LITTLE

PENI LOLOA, BRECAN MITCHELL, SCOTT ROGERS

CAREY SMITH, GRANT WILSON

 

Make-Up Supervisor

LESLEY VANDERWALT

 

Make-Up Artists

LYNN WHEELER

WIZZY MOLINEAUX

 

Make-Up Assistant

JANE ATHERTON

 

Key Hair Stylist

SUE LOVE

 

Hairdressers

WENDY DE WAAL

JEN STANFIELD. SIMON ZANKER

 

Colour Artist

DANIEL GALVIN

 

Creatures Supervisor

JASON BAIRD

 

Creature Foreman

GAB FACCHINEI

 

Creature Technicians

STUART ROWSELL

STEVEN BOYLE, TY BATTERHAM, TRISH BRETLAND

 

Lead Animatronic Foreman

MATT SLOAN

 

Lead Animatronic Technician

MARTIN CROWTHER

 

Creature Make-Up Artists

DAMIEN MARTIN

ELKA WARDEGA

 

Creatures Runner

HILTON HOWSON

 

Special Effects Supervisor

DAVE YOUNG

 

Special Effects Technicians

HERMAN BRON

BRIAN OSMOND, BERNARD GOLENKO

GERARD COLLINS

 

Special Effects Buyer

PETER FORBES

 

Droid Unit Supervisor / R2-D2 Operator

DON BIES

 

Droid Unit Technicians

JUSTIN DIX, TREVOR TIGHE

 

Droid Unit Coordinator

ZEYNEP SELCUK

 

1st Assistant Editor

TODD BUSCH

 

Assistant Editors

JOSEPH JETT SALLY, CHERYL NARDI

 

Location Assistant Editor

JASON BALLANTINE

 

Location Apprentice Editor

ALLISON GIBBONS

 

Post Production Supervisor

JAMIE FORESTER

 

Technical Supervisor

MICHAEL BLANCHARD

 

SPECIAL VISUAL EFFECTS AND ANIMATION by

INDUSTRIAL LIGHT & MAGIC

A Division of Lucas Digital Ltd.

Marin County, California

 

Visual Effects Executive Producer

JUDITH WEAVER

 

Visual Effects Producers

JILL BROOKS

GRETCHEN LIBBY, HEATHER MACDONALD

 

Visual Effects Art Director

ALEX JAEGER

 

Computer Graphics Supervisors

KEVIN BARNHILL

DANIEL GOLDMAN, SAMIR HOON, ROBERT MARINIC

DAVID MENY, CURT MIYASHIRO

PATRICK T. MYERS, HENRY PRESTON

 

Digital Compositing Supervisors

JEFF DORAN

DORNE HUEBLER, MARSHALL KRASSER

 

Digital Modeling Supervisors

GEOFF CAMPBELL

RUSSELL PAUL

 

Viewpaint Supervisor

JEAN BOLTE

 

Animation Supervisors

CHRISTOPHER ARMSTRONG

HAL HICKEL

 

Technical Animation Supervisor

JAMES TOOLEY

 

Lead Animators

LINDA BEL, SCOTT BENZA

SUE CAMPBELL, PETER DAULTON, PAUL GRIFFIN

TIM HARRINGTON, PAUL KAVANAGH

VICTORIA LIVINGSTONE, GLEN McINTOSH

CHRISTOPHER MITCHELL, STEVEN NICHOLS

STEVE RAWLINS, JAMY WHELESS

ANDY WONG, SYLVIA WONG

 

Digital Color Timer

NATASHA LEONNET

 

Sequence Supervisors and Development Leads

LEAH ANTON, PATRICK BRENNAN

TOMMY BURNETTE, TAMALA CARTER, IAN CHRISTIE

GRADY COFER, PATRICK CONRAN, MICHAEL CONTE

CAITLIN CONTENT, JAY COOPER

MICHAEL DI COMO, LEANDRO ESTEBECORENA

WILLI GEIGER, HOWARD GERSH, JEREMY GOLDMAN

INDIRA GUERRIERI, CRAIG HAMMACK

NEIL HERZINGER, DAVID F. HORSLEY, POLLY ING

ERICH IPPEN, ED KRAMER, ERIK KRUMREY

HAYDEN LANDIS, LENNY LEE, JONATHAN LITT

SEAN MACKENZIE, KHATSHO ORFALI

PHILIPPE REBOURS, DOUGLAS J. SMITH

KEVIN SPROUT, NIGEL SUMNER, DOUG SUTTON

CHAD TAYLOR, PATRICK TUBACH, DENNIS TURNER

JOHN WALKER, CHRISTOPHER WHITE

RONNIE WILLIAMS JR., DEAN YÜRKE

 

Digital Effects Artists

SHADI ALMASSIZADEH

OKAN ATAMAN, JEFFREY ARNOLD, AL BAILEY

MICHAEL BALTAZAR, JEAN-PAUL BEAULIEU

KATHLEEN BEELER, JEFFREY BENEDICT

SUZANNE BERGER, BEVERLY BERNACKI

MATTHEW BLACKWELL, ROB BLUE, STELLA BOGH

ARON BONAR, ROBERT BOURGEAULT, SAM BREACH

BILLY BROOKS, JASON BROWN, CATHY BURROW

BERNARD CEGUERRA, CEDRICK CHAN, YINA CHANG

PETER CHESLOFF, PAUL CHURCHILL

CHRIS CIAMPA, RICHARD CLARKE, RAFAEL COLÓN

BRIAN CONNOR, SCOTT DAVID

KATHLEEN DAVIDSON, DENNIS DAVIS

EMMET DOYLE, RICHARD DUCKER, RAUL ESSIG

ALEX ETHIER, BILL EYLER, TOM FEJES

ERIC FERNANDES, KELLY FISCHER

CHRISTIAN FOUCHER, CARL FREDERICK

DAVID FUHRER, RYAN GALLOWAY

GONZALO GARRAMUNO, BRIAN GEE

CHRISTOPHER GEORGE, BILL GILMAN

ARCHIE GOGOLADZE, DAVID GOTTLIEB, JIM GREEN

BRANKO GRUJCIC, MARY BETH HAGGERTY

MICHAEL HALSTED, MARK HAMILTON

JOHN HANSEN, BENJAMIN HAWKINS, KELA HICKS

SHAWN HILLIER, IAN HOUSE, JEN HOWARD

DAVE R. HOWE, PEG HUNTER

THOMAS HUTCHINSON, MICHAEL JACKSON

SAMSON KAO, LOUIS KATZ, RUSSELL KOONCE

RYAN LANEY, JEROEN LAPRE, TOAN-VINH LE

JOSHUA LEBEAU, DANIEL LEUNG, DANIEL LOBL

DANIEL MA, DOUG MACMILLAN, DAVID MARSH

MARCEL MARTINEZ, KEVIN MAY, MORRIS MAY

WILL McCOY, KEVIN McGOWAN, JENNIFER McKNEW

JUSTIN METTAM, JOSEPH METTEN, TORY MERCER

STEVEN MOLIN, SEBASTIEN MOREAU

ANDREW MORLEY, MICHAEL MUIR

DARYL MUNTON, MYLES MURPHY, JENNIFER NONA

MASAYORI OKA, JOSHUA ONG, SCOTT PALLEIKO

JOE PAVLO, DANIEL PEARSON, ROBERT POWELL

SCOTT PRIOR, RICARDO RAMOS, DYLAN ROBINSON

AMANDA RONAI, ALAN ROSENFELD

KIMBERLY ROSS, JASON ROSSON, JAMES ROWELL

BARRY SAFLEY, STEVE J. SANCHEZ

FREDERIC SCHMIDT, VICTOR SCHUTZ

ANTHONY SHAFER, PAUL SHARPE, BRIAN SORBO

DAMIAN STEEL, CHRISTOPHER STILLMAN

RUSS SUEYOSHI, DANIEL SUNWOO

BLAKE SWEENEY, CATHERINE TATE

NOAH TAYLOR, VINCENT TOSCANO, ALEX TROPIEC

TODD VAZIRI, PASCALE VILLE, ERIC VOEGELS

BEN VON ZASTROW, KELLY WALSH

ROBERT WEAVER, SUSAN WEEKS, R.D. WEGENER

DAVID WEITZBERG, COLIE WERTZ, JEFF WOZNIAK

MELVA YOUNG, RICCARDO ZANETTINI

Animators CHARLES ALLENECK, CARLOS BAENA

MARC CHU, SEAN CURRAN, ANDREW DOUCETTE

C. MICHAEL EASTON, LESLIE FULTON

KAMERON GATES, ANDREW GRANT

LESLEY HEADRICK, JEFF JOHNSON, MAIA KAYSER

PETER KELLY, SHAWN KELLY, TRISH KRAUSE

GREG KYLE, DAVID LATOUR, NEIL LIM SANG

KEVIN MARTEL, CHRISTOPHER MINOS

RICK O'CONNOR, JAKUB PISTECKY, MARK POWERS

MIKE QUINN, JAY RENNIE, MAGALI RIGAUDIAS

P. KEVIN SCOTT, TOM ST. AMAND, KIM THOMPSON

DELIO TRAMONTOZZI, DAVID WEATHERLY

DAVID WEINSTEIN, ERIC WONG

CHRISTINA YIM, VIRGINIE MICHEL D'ANNOVILLE

 

Digital Model Development and Construction Artists

ANDREW ANDERSON, MICHAEL BALOG

LEIGH BARBIER, STEVE BELL, SXOTT BONNENFANT

MARIA BOWEN, TIMOTHY BRAKENSIEK

RON BUBLITZ, ANDREW CAWRSE, PAMELA CHOY

WILLIAM CLAY, VINCENT DE QUATTRO

JON FARMER, DEREK GILLINGHAM

LIOUDMILA GOLYNSKAIA, BRIDGET GOODMAN

DYLAN GOTTLIEB, FRANK GRAVATT

RUDY GROSSMAN, BRUCE HOLCOMB

ROBBIN HUNTINGDALE, MOON-JUNG KANG

JEFFREY KEMBER, HYUN KIM, MICHAEL KOPERWAS

KELVIN LAU, SUNNY LEE, ANDREA MAIOLO

SCOTT MAY, STEVE McGRATH, TAREQ MIRZA

RICHARD MOORE, GIOVANNI NAKPIL

TIMOTHY NAYLOR, SUSAN ROSS

JUAN-LUIS SANCHEZ, STEVEN SAUERS, LARRY TAN

LEE UREN, OMZ VELASCO, STEVEN WALTON

LI-HSIEN WEI, RON WOODALL

KEIJI YAMAGUCHI, KEN ZIEGLER

 

Digital Matte Sequence Supervisors

YUSEI UESUGI

PAUL HUSTON, JONATHAN HARB

 

Digital Matte Artists

JETT GREEN

TOSHIYUKI MAEDA, KENT MATHESON

BRETT NORTHCUTT, MATHIEU RAYNAULT

MARK SULLIVAN, MASAHIKO TANI, SIMON WICKER

SUSUMU YUKUHIRO, WEI ZHENG

 

Rotoscope Supervisor

JACK MONGOVAN

 

Rotoscope Leads

KATIE MORRIS, HEIDI ZABIT

 

3D Matchmove Supervisor

JASON SNELL

 

3D Matchmove Leads

AMY CHRISTENSEN

MARLA NEWALL

 

Motion Capture Supervisor

JEFF LIGHT

 

Senior Visual Effects Editor

SCOTT BALCEREK

 

Visual Effects Editors

NIC ANASTASSIOU

ANTHONY PITONE

 

Visual Effects Accountants

PAMELA KNOTT

MARC OSTROFF

 

Visual Effects Production Managers

JULIE D'ANTONI

JEANMARIE KING, WILLIAM TLUSTY

 

Visual Effects Coordinators

LLESLLE ACLARO

WAYNE BILLHEIMER, ELIZABETH BROWN

ANTHONY BUTLER, JULIE CREIGHTON

NINA FALLON, LEIGH ANN FAN

MONIQUE GOUGEON, PAULA NEDERMAN

DALE TAYLOR

 

Digital Rotoscope/Paint Artists

TRANG BACH

ALICIA BISSINGER, MICHAELA CALANCHINI

GRACE CHENEY, ERIC CHRISTENSEN, LEE CROFT

AMANDA FINKELBERG, DAWN GATES

JENNIFER GONZALEZ, PASCALE HERY

JIRI JACKNOWITZ, REGAN McGEE

KRISTEN MILLETTE, LAUREN MORIMOTO

JENNIFER MURRAY, AARON MUSZALSKI

C. ANDREW NELSON, LESLIE SAFLEY

AMY SHEPARD, M. ZACHARY SHERMAN

DAVID SULLIVAN, ALAN TRAVIS, KATE TURNER

ERIN WEST, DOUG WRIGHT

 

Matchmove and Motion Capture Artists

LANNY CERMAK

TERRY CHOSTNER, ALEXANDRE FRAZAO

MARIA GOODALE, DAVID HANKS

WENDY HENDRICKSON-ELLIS, KERRY LEE

JODIE MAIER, DAVID MORRIS, MELISSA MULLIN

MICHAEL ORLANDO, ERIC ROTH

JEFFREY SALTZMAN, MIKE SANDERS

BRANDON WARNER

 

Visual Effects Conceptual Artists

CHRISTIAN ALZMANN

MICHAEL BRUNSFELD, WARREN FU

PHILIP METSCHAN, WILSON TANG

 

Visual Effects Editorial and Imaging Services Group

JEROME BAKUM, RANDY BEAN, ROBERT BONSTIN

DIANE CALIVA, ROB DE HAAN, GEORGE GAMBETTA

JOSEPH GOLDSTONE, CLAUDINE GOSSETT

LARRY HOKI, MICHAEL HUTCHINSON

LARS JENSVOLD, GRACE LAN, JIM MILTON

TODD MITCHELL, MIKE MORGAN

 

Video Engineering and Digital Technologies

KIPP ALDRICH, BILL ANDERSON, ERIC BERMENDER

ROD BOGART, RUSSELL DARLING, DAN LARGE

SEBASTIAN MARINO, GARY MEYER

MARCUS NORDENSTAM, DAVID NAHMAN-RAMOS

TONY PELLE, PHIL PETERSON, ARI RAPKIN

NEIL ROBINSON, MICHAEL THOMPSON

Visual Effects Production and Technical Support

AMY ALLEN, DHYANA BRUMMEL, DAMIEN CARR

CHRISTINE CASTELLANO, MAI DELAPA

MATTHEW EDWARDS, ROBERT GIANINO

RANDY GON, JEFF GREBE, IAN JENKINS

KRISTY KING, KATHLEEN LYNCH, SCOTT MEASE

STEPHEN RIERA, ANTHONY RISPOLI

JOHN SIGURDSON, TERRANCE TORNBERG

AMY TREVOR, GORDON WITTMANN

DANIEL ZIZMOR

 

Model Supervisor

BRIAN GERNAND

 

Model Makers

LAUREN ABRAMS

BARBARA AFFONSO, CHARLES BAILEY

SALVATORE BELLECI, NICHOLAS BOGLE

MARK BUCK, FON DAVIS, BRYAN DEWE

ROBERT EDWARDS, THOMAS EHLINE

DAVID FOGLER, JON FOREMAN, CHRISTOPHER GAW

STEVE GAWLEY, JON GUIDINGER, NEAL HALTER

NELSON HALL, AARON HAYE

LOREN HILLMAN-MORGAN, PEGGY HRASTAR

GRANT IMAHARA, MICHAEL JOBE, VICTORIA LEWIS

ALAN LYNCH, MICHAEL LYNCH, RICHARD MILLER

DAVID MURPHY, BENJAMIN NICHOLS

RANDY OTTENBERG, ALAN PETERSON

LORNE PETERSON, JUAN PRECIADO

THOMAS PROOST, MITCHEL ROMANAUSKI

ADAM SAVAGE, ROY SUTHERLAND, LAUREN VOGT

DANIEL WAGNER, MARK WALAS, MELANIE WALAS

 

Effects Directors of Photography

CARL MILLER

MARTIN ROSENBERG, PATRICK SWEENEY

 

1st Assistant Camera Operators

MICHAEL BIENSTOCK

ROBERT HILL, RICHARD McKAY, DENNIS ROGERS

 

Vision Engineers

SPRAGUE ANDERSON

ROBERT FREY, DAVID LEZYNSKI, CALVIN ROBERTS

 

Javva the Hutt

MICHAEL SMITH

 

Costume Supervisor

GILLIAN LIBBERT

 

Gaffers

THOMAS CLOUTIER, RICHARD DEMOLSKI

BRAD JERRELL, TIMOTHY MORGAN

MICHAEL OLAGUE

 

Key Grips

WILLIAM BARR

ROD JANUSCH, DAVID WATSON

 

Grip

CARL ASSMUS

 

Construction Coordinator

CRAIG MOHAGEN

 

Construction

CHARLES RAY

 

Special Effects Supervisor

GEOFFREY HERON

 

Special Effects Technician

ROBERT CLOT

 

IN MEMORY OF STEVE BELL

 

POST PRODUCTION SOUND SERVICES PROVIDED BY

SKYWALKER SOUND

A Division of Lucas Digital Ltd.

Marin County, California

 

Re-Recording Mixers

GARY RYDSTROM

MICHAEL SEMANICK, RICK KLINE

 

Supervising Sound Editors

BEN BURTT

MATTHEW WOOD

 

Sound Effects Editors

TERESA ECKTON

BRUCE LACEY

 

Sound Fu

CHRISTOPHER SCARABOSIO

 

Dialogue/ADR Editors

MARILYN McCOPPEN

STEVE SLANEC

 

Foley Editors

MARY HELEN LEASMAN

KEVIN SELLERS

 

Supervising Assistant Editor

COYA ELLIOTT

 

Assistant Sound Editor

ELEANOR BEATON

 

Assistant Dialogue/ADR Editor

MICHAEL AXINN

 

Apprentice Sound Editor

DAVID ACORD

 

Digital Audio Transfer Supervisor

JONATHAN GREBER

 

Digital Audio Transfer

CHRISTOPHER BARRON

TIM BURBY

 

ADR Recorded at

SOUNDFIRM, SYDNEY & MELBOURNE

MANDRILL AUDIO, AUCKLAND

4MC, LONDON

 

Foley Mixer

FRANK 'PEPE' MEREL

 

Foley Recordist

TRAVIS CRENSHAW

 

Foley Artists

DENNIE THORPE

JANA VANCE

 

Re-Recordist

RONALD G. ROUMAS

BRIAN MAGERKURTH

 

Skywalker Sound Accountant

RENEE RUSSO

 

Mix Technicians

JURGEN SCHARPF, KENT SPARLING

JUAN PERALTA, BRANDON PROCTOR

 

Machine Room Operators

SEAN ENGLAND

MARK PURCELL

 

Video Services

JOHN TORRIJOS, ED DUNKLEY

 

Projectionist

SCOTT BREWER

 

Supervising Music Editor

KEN WANNBERG

 

Music Editor

PETER MYLES

 

Assistant Music Editor

STEVEN R. GALLOWAY

 

Music Recorded at

ABBEY ROAD STUDIOS

 

Scoring Engineer

SHAWN MURPHY

 

Scoring Assistants

ANDREW DUDMAN

CHRIS CLARKE, OWEN TAMPLIN

 

Orchestrations

CONRAD POPE, EDDIE KARAM

 

Music Preparation

JO ANN KANE MUSIC SERVICE

 

Music Librarian

MARK GRAHAM

 

Music Performed by

LONDON SYMPHONY ORCHESTRA

 

Orchestra Leader

GORDAN NIKOLITCH

 

Choir

LONDON VOICES

 

Chorus Director

TERRY EDWARDS

 

Keyboard Soloist

RANDY KERBER

 

ADDITIONAL SHOOTING CREW

 

Production Manager

BRIAN DONOVAN

 

Director of Photography

GILES NUTTGENS

 

Art Director

DAVID LEE

 

Script Supervisor

VICTORIA CHAMBERS-PIKE

 

Construction Managers

LEON APSEY, GENE D'CRUZE

 

Production Buyer

RICHARD BULLOCK

 

Art Department Assistant

MARK SCRUTON

 

Gaffer

DAVE SMITH

 

Best Boy

SONNY BURDIS

 

Grip

PETE MYSLOWSKI

 

Chargehand Propman

PETER WATSON

 

Stand-By Propman

ALEX BOSWELL

 

Stand-By Carpenter

PAUL NOTT-MACAIRE

 

Carpenter

DENNIS BOVINGTON

 

Rigger

EDDIE SANSOM

 

Chief Make-Up Artist

PAT HAY

 

Costume Coordinator

JO MEASURE

 

Production Coordinators

VIRGINIA MURRAY

HELEN GREGORY

 

Assistant Production Coordinator

VICTORIA MORGAN

 

Transport Captain

PHIL ALLCHIN

 

Nurse

JEANIE UDALL

 

First Assistant Directors

RICHARD HEWITT

RICHARD WHELAN

 

Second Assistant Directors

MATTHEW PENRY-DAVEY

TAMANA BLEASDALE

 

Sound Mixers

BRIAN SIMMONS, SIMON BISHOP

 

Creature Effects Supervisor

NICK DUDMAN

 

Prosthetic Make-Up Artists

PAUL SPATERI

MARK COULIER, BARRIE GOWER

SHAUNE HARRISON, KATE HILL

 

Animatronics

CHRIS BARTON, MARTIN REID

TAMZINE HANKS, TOM BLAKE, SIMON WILLIAMS

 

Foam Latex

ANDY LEE

 

Creatures Coordinator

LYN NICHOLSON

 

Special Effects

ANY EFFECTS

 

Special Effects Supervisor

TOM HARRIS

 

Senior Special Effects Technician

ALEX GURUCHARRI

 

Special Effects Technician

BARRY WOODMAN

 

Director of Publicity

LYNNE HALE

 

Publicity Assistant

LISA SHAUNESSY

 

Researchers

JO DONALDSON

JENNY CRAIK, ROBYN STANLEY

 

Location Researcher

ELIZABETH TULLOCH

 

Data Logging

LIZZIE EVES

 

Stills Photographers

LISA TOMASETTI

GILES WESTLEY, PAUL TILLER

 

Stills Photography Assistant

EVELYN ROSE

 

Stills & Publicity Runner

IANNA WHITE

 

Image Archivist

TINA MILLS

 

Transport Captain

HANS VAN BEUGE

 

Unit Drivers

DUAN KERERU, DAVE SIMPKINS

 

Unit Drivers

PHIL McDONELL, RON WYNDHAM

 

Catering by

KOLLAGE KATERING

 

Catering Manager

KERRY FETZER

 

Stand-In for Ewan McGregor

RICHARD PIKE

 

Stand-In for Natalie Portman

NATALIE LAWLEY

 

Stand-In for Hayden Christensen

GORDON TYLER

 

ITALY SHOOT

 

Production Services Provided by

Mestiere Cinema,

Venice, Italy

 

Production Supervisor

ABDELAZIZ BEN MLOUKA

 

Art Director T

AIEB JALLOULI

 

Assistant Art Director

ANAS TALMOUDI

 

Unit Managers

MEIMOUN MAHBOULI

PHILIPPA DAY

 

Matmata Location Manager

MOUNIR HLAWET

 

First Assistant Director

MOEZ KAMOUN

 

Production Coordinator

AMEL BECHARNIA

 

Accountant

ABDALLAH BAALOUCH

 

Production Secretary

LAMIA SAIDANE

 

Wardrobe Supervisor

NAAMA JAZI MEJRI

 

Prop Master

MOHAMED BARGAOUI

 

SPAIN SHOOT

 

Production Services Provided by

Recce & Production Services,

Seville, Spain

 

Production Supervisor

PEDRO MA DE UGARTE

 

Production Managers

SARKA SULCOVA

CAROLINE BONHAM-JONES

 

Production Coordinator

ISABEL DELGADO

 

Set Coordinator

MÓNICA HERNANDEZ

 

Wardrobe Assistant

MARIA JIMÉNEZ ALFARO

 

Casting

PAZ PIŃAR

 

Production Secretary

SILVIA VÁZQUEZ

 

Production Runner

JOSE LUIS RODRIGUEZ / PUMA

 

Special Thanks to:

JOHN FARRAND

KIM WILLIAMS

STEVE SMITH

ROD ALLAN

JAMES BRAMLEY

TED GAGLIANO

TED COSTAS

TIM SCHAFBUCH

DAVE SCHNUELLE

STEVE MORRIS

BYRON BAY KENDO CLUB

SYDNEY KENDO CLUB

FONDO PER L'AMBIENTE ITALIANO

CITIES OF LENNO, GRIANTE & TREMEZZO, ITALY

ITALIAN MINISTRY OF ART AND CULTURE

CITY OF CASERTA, ITALY

PEOPLE OF TOZEUR & MATMATA, TUNISIA

TUNISIAN MINISTRY OF THE INTERIOR

SAN PABLO DE SEVILLA AIRPORT CUSTOMS

SEVILLE POLICE

SEVILLE CITY COUNCIL

GMU - SEVILLE

DIGITAL FILM LAB, COPENHAGEN

BRITISH MUSICIANS UNION

MICHAEL SMUIN

EMIRATES

SALLY BULLOCK

TOM DELMAR

VAN BEDIENT

SUSAN LEAHY

DENNIS NOONAN

CHARLIE LEDOGAR

CYRIL DRABINSKY

PARASOUND-HOME THEATER

SONY-ERICSSON

LANDROVER

 

and a very special thanks to all the Engineers at

SONY, ATSUGI, JAPAN

 

Filmed at

FOX STUDIOS, AUSTRALIA

 

and on location in

LAKE COMO & CASERTA, ITALY; TOZEUR & MATMATA,

TUNISIA & SEVILLE, SPAIN

 

and at

ELSTREE FILM STUDIOS & EALING FILM STUDIOS, ENGLAND

 

Mixed & Recorded in a THX Certified Facility

 

UK Legal Services by

BILLY HINSHELWOOD

 

Australian Legal Services by

PETER THOMPSON

- TRESS COCKS & MADDOX

 

Insurance Services by

DAVID HAVARD, PETER ROBEY

- AON / ALBERT G RUBEN

 

US Travel Services by

CATHY NILSEN - DIRECT ACCESS

 

Australian Travel Services by

NATHALIE VERUNICA - SHOWTRAVEL

 

European Travel Services by

SUE ROBERTS

- THE TRAVEL COMPANY

 

Shipping Services by

FILM FREIGHT AUSTRALIA

DYNAMIC FREIGHT SERVICES, UK

 

DLP Projection by

CHRISTIE DIGITAL SYSTEMS

 

Production Speaker Systems by

M & K SOUND

 

Production Network by

FOUNDRY NETWORKS

 

Pre-Visualization Hardware by

APPLE & AMD

 

Pre-Visualization Software by

ALIAS/WAVEFRONT'S MAYA & ADOBE SYSTEMS INC

 

Pre-Visualization Edited on

FINAL CUT PRO

 

Plasma Displays & Scoring Projection by

RUNCO INTERNATIONAL

 

3-D Scanning Services by

GENTLE GIANT STUDIOS

 

Lighting Equipment by

PANAVISION LIGHTING

 

Additional Lighting Equipment by

AFM LIGHTING

 

Additional Camera Equipment by

PLUS 8 VIDEO

 

Additional Camera Lenses by

FUJI

 

Prints by

DELUXE LABORATORIES

 

Optical Sound Tracks by

MIKE VIGIL

 

Pogle Color Correction Equipment by

PANDORA INTERNATIONAL

 

Piccaso System by

SNELL & WILCOX

 

Shot entirely digitally on

CINE ALTA

 

Camera Equipment by

PANAVISION

 

Digital Film Masters Recorded on

ARRI

 

Soundtrack Available on

SONY CLASSICAL

 

Read the Novel from

DEL REY

 

LUCASFILM THX

IN SELECTED THEATRES

 

DOLBY DIGITAL

IN SELECTED THEATRES

 

SDDS

IN SELECTED THEATRES

 

DTS DIGITAL SOUND

IN SELECTED THEATRES

 

Visit the official website at

www.starwars.com

 

NO. 38978

MOTION PICTURE ASSOCIATION OF AMERICA

 

THE EVENTS, CHARACTERS AND FIRMS DEPICTED IN THIS PHOTOPLAY

ARE FICTITIOUS. ANY SIMILARITY TO ACTUAL PERSONS, LIVING OR

DEAD, OR TO ACTUAL EVENTS OR FIRMS IS PURELY COINCIDENTAL

 

OWNERSHIP OF THIS MOTION PICTURE IS PROTECTED BY COPYRIGHT AND

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