STAR WARS EPISODE 3 SCRIPT RIGHT HERE

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: : GUYS THIS IS THE SCREENPLAY FROM EPISODE 3. IT SEEMS LIKE THE REAL THING. ENJOY. god i hope im not doing anything i shouldnt : STAR WARS : EPISODE III: TWILIGHT OF THE GODS : an original screenplay : by : Sydney Cuthbert : : based on a story : by John L. Flynn : ©2001 ragamuffindreamworx 1167 to-lani farm road : stone mountain, ga 30083 : 404.297.8342 : e-mail: sydneycuthbert@hotmail.com : A long time ago in a galaxy far, far away . . . . : A vast sea of stars serves as the backdrop for the main title, followed by a roll-up which crawls into infinity. : EPISODE III: TWILIGHT OF THE GODS : The Republic is in turmoil. While power-hungry factions maneuver for control of the Senate, deadly forces plot to rule the galaxy. : The Jedi Knights, struggling to maintain order, pin desperate hopes upon the newly commissioned Clone Warriors as a means of overcoming the Confederacy of Independent Systems, while hunting the evil Lord Darth Tyranus, whose dark influence continues to spread. : Hoping to discover a powerful new weapon, Anakin Skywalker embarks on a quest for the legendary Kaiburr Crystal, a talisman of great power . . . : PAN DOWN to reveal a Jedi starship heading toward a volcanic planet. : : INT. JEDI STARSHIP - COCKPIT : ANAKIN SKYWALKER is at the controls. On the console a small hologram of PADMÉ SKYWALKER, his wife, looks up at him. : PADMÉ : . . . still not comfortable with this, Anakin. Obi-Wan feels that we need you here. : He smiles at her concern, somewhat dismissively. : ANAKIN : Obi-Wan worries too much. And he doesn't trust Chancellor Palpatine. I know what I'm doing. : It's obvious from her silence that she disagrees. : ANAKIN : So, what's this really about? : PADMÉ : Nothing . . . it's just a feeling. : ANAKIN : Ah, so now you're learning to use the Force? Looks like I'll have to get a special dispensation from Master Yoda, make you an honorary Jedi. : PADMÉ : Don't joke about it. I don't like the way things are going. It's so — : ANAKIN : I don't sense anything. (smiles) You know what I think? I think Threepio's beginning to rub off on you. : Padmé makes a wry face, then she smiles. : PADMÉ : I hope not. Will you be back soon? : Anakin frowns, obviously dealing with a great disappointment. : ANAKIN : Probably after this planetfall. The archives weren't much help, if I don't find it here . . . : PADMÉ : Do we really need such a weapon? : Anakin smiles at her tolerantly. : ANAKIN : It's not a weapon, Padmé it's . . . a tool. : Padmé shakes her head. He smiles, attempting to reassure her. : ANAKIN : Don't worry. I'll see you soon, I promise. : She smiles, then suddenly looks as if she's becoming ill. : PADMÉ : Oh! : ANAKIN : What is it? : PADMÉ : . . . It's nothing. Hurry back. We miss you. : Anakin smiles at her tenderly, Padmé's hologram fades. Anakin continues to stare at the spot where it was thoughtfully. : : EXT. TARTARUS - LAVA PLAINS - DAY : A world incessantly shaken by violent quakes, volcanoes, beneath red-lit skies. Obi-Wan's ship skims the surface, finally settles atop a flat, somewhat stable plateau. Above, huge colonies of manta-like Tapoori float, trailing long, iridescent streamers. : : EXT. TARTARUS - PLATEAU - DAY : The hatch opens, Anakin emerges in an armored survival suit and small breath mask. He looks around with piercing, troubled eyes. : Rudimentary life-forms struggle to survive, as Anakin ignites his lightsaber. It glows eerily in the red light. Centering himself, he uses it like a divining rod, begins pacing slowly. He follows the glow to the edge, begins climbing down the volcanic slope. : : EXT. TARTARUS - A VOLCANIC FISSURE - DAY : Anakin peers into the smoking crevice. Holding his lightsaber in front of him, he moves inside. : : INT. TARTARUS - CAVERN : Anakin follows the pulsing blade, which grows steadily stronger. Suddenly he stops, wavering, as if a powerful charge ran through him. He shakes his head to clear it, the lightsaber glows brightly as he faces the rear wall. : He approaches a large natural crystal and rock altar. Part of it is carved into a strange symbol: a Jedi power sigil. : He hesitates, awed as powerful feelings sweep through him. Eyes closed, he takes quick, trembling breaths. He slowly opens his eyes, lets out a great sigh, as though he's just come off of an incredible rush. : He examines the altar impatiently, then suddenly whips the blade overhead — and splits the stone. A hiss of escaping gas makes him stagger back, gasping. : Inside the stone is the legendary Kaiburr Crystal — a beautiful, potent gem that blazes with incredible power. : Anakin slowly reaches for it — millions of tiny motes of light spread from the gem onto him. Soon, his entire body is suffused with its energy. Anakin trembles in the powerful rush, then his hand closes around it. Bathed in dark energy, he throws his head back and laughs wildly, exhilarated. : : EXT. TARTARUS - PLATEAU - DAY : Anakin appears over the edge, and suddenly stops. He climbs slowly up to face OBI-WAN KENOBI, also in armor and breath mask. Obi-Wan's ship rests near Anakin's. Caught off-guard, Anakin attempts to play it off. : ANAKIN : Obi-Wan . . . I — didn't expect — how did you find me? : OBI-WAN : Given the focus of your recent studies, it wasn't difficult to figure out. : Anakin stares at him warily. He's keyed up, becoming more defensive. : ANAKIN : Well, thanks, but I don't need any — : Obi-Wan steps into his path. Anakin tenses, but tries to cover it. : ANAKIN : You know we shouldn't stay here. The planet's unstable, it — : OBI-WAN : You cannot remove it from here. : ANAKIN : What? (off Obi-Wan's look) All right. I don't happen to believe the warnings. Chancellor Palpatine — : OBI-WAN : Could not possibly know enough to make an informed decision about this. He isn't a Jedi. : There's a moment of tense silence. Around them, the dark planet seethes and rumbles dangerously. : OBI-WAN : Believe me, I understand it's allure. But I also know that like all obsessions, it will destroy you. : Anakin eyes him warily. Obi-Wan studies him a moment, then forces himself to relax. : ANAKIN : It's not an obsession! It may be the only way to defeat the Sith. : OBI-WAN : It's too unstable. Even they fear its power. Anakin . . . listen to me. For your sake . . . for Padmé's. : Anakin looks away, edgy, defensive. The planet echoes his anger and uncertainty with more pronounced rumblings. Obi-Wan tenses, sensing what's going to happen. : OBI-WAN : Why do you think we've gone to such pains to hide it? It was only through your contact with Count Dooku that you became aware of it. : ANAKIN : What's that supposed to mean? That I can't be trusted?! : Obi-Wan checks his reply, unwilling to ignite the rage bubbling below the surface of his fellow Jedi. : ANAKIN : You know that full-scale war could erupt at any time . . . we have no way of knowing which way the Senate will go. We don't know how much more powerful the Sith have grown since our last encounter . . . we need this! : He's almost pleading, his eyes locked on Obi-Wan's. The elder Jedi studies him a moment, shakes his head. : OBI-WAN : If we begin to rely upon outside forces . . . if we distrust what has served us thus far . . . I'm afraid nothing will save us. : The air's charged with impending confrontation. Then, Anakin forces himself to relax, smiles. : ANAKIN : Obi-Wan . . . are you ever going to learn to trust me? I'm no longer a padawan, I have to be allowed to make my own decisions. Obey my instincts. : OBI-WAN : I know that. Under other circumstances . . . I haven't questioned your decisions since you became a full Jedi . . . even when you disobeyed our code and took a wife. : Anakin's face suddenly darkens. : ANAKIN : How did you — did the Council send you?!? : OBI-WAN : I haven't told the Council. Padme's worried about you, she — : Anakin turns away, angry, no longer listening. : OBI-WAN : You cannot take that away from here. : ANAKIN : I don't need your permission. I'm not your mindless puppet any longer. : OBI-WAN : You know I never saw you that way. : ANAKIN : Didn't you? Wasn't it you who told Master Windu that I was too arrogant — too full of pride?! Is that your idea of friendship?!? : Obi-Wan is silent. When he speaks, it's a final effort to deter his former Padawan and friend from a dangerous path. : OBI-WAN : The Dark Side is clouding your judgment. Search your deepest feelings — : ANAKIN : My judgment is clear. Perhaps for the first time. : He starts toward his ship. Obi-Wan bars his way, but doesn't draw his weapon. Anakin stops, gauging his mentor's intention. He smiles ruefully, ignites his lightsaber. : ANAKIN : As you wish, "Master". : He advances, lightsaber ready. The dark aura created by the gem waxes with his anger and frustration. Obi-Wan shakes his head sadly, draws his own weapon. They face off. The world continues to shake and transform around them. : OBI-WAN : Look at what's happening around us! The crystal's feeding on your anger — anger leads to the Dark Side. Remember — : ANAKIN : NO! You're trying to confuse me! To keep me under your thumb! But it won't work this time! : OBI-WAN : We both know that this isn't about pride. I'm asking you to trust me. Believe me the way I . . . and Qui-Gon believed in you. : Anakin hesitates, and the dark aura dims as he struggles with his inner demons. He shakes it off with an effort. : ANAKIN : Move out of my way. : Obi-Wan stands firm. With a growl, Annakin attacks, their weapons sparking and buzzing. Anakin, as if driven by an outside force, attacks swiftly, in rage. Obi-Wan, more experienced, calmer, deflects the savage blows, but his eyes betray a growing tension. : Anakin feints, and when Obi-Wan reacts, he kicks him hard through the air, slamming him into a rock outcrop. Anakin snarls in triumph, as Obi-Wan staggers back to his feet. : OBI-WAN : Release it, Anakin! It will only consume and destroy you — don't — : Anakin savagely seeks to cut Obi-Wan down. Another flurry of sparking blades — savage kicks. Fed by Anakin's rage, the planet's rumblings continue to build. : Anakin feints, leaps in with a killing slash. Obi-Wan turns at the last minute — his lightning counter cuts off Anakin's sword hand! Anakin's lightsaber flies away, he drops to his knees, holding his cauterized wrist, his eyes blazing with hatred. : OBI-WAN : (dismayed at what he's been forced to do) You see? It's begun. Let go, before it's too — : Anakin whips out a small thermal detonator, primes it. Obi-Wan backs off, surprised. : ANAKIN : Didn't see that coming, did you? Stand aside! Stand aside, or — : A violent upheaval rocks the plateau, throwing them off balance. Fissures appear — superheated gasses blast out — rocks are hurled into the air around them. : OBI-WAN : Uh! You must contain your anger, it — : Anakin pulls away — his foot slips on the edge of a widening crack. He drops the detonator into the fissure — it EXPLODES! The ground gives way, and Anakin falls in with a yell. : Obi-Wan tries to reach him, but heated steam and rock force him back. : Blistered, in agony, Anakin tries to pull himself up, hanging desperately with one hand high above a stream of molten rock. Obi-Wan shields his face against a blast of gas and fire. : OBI-WAN : Anakin! Anakin! Hold on — : The raging elements force him back. Anakin tries to climb up — a tremor fractures the edge of the crevice — he looks up at Obi-Wan. Obi-Wan lunges — grabs Anakin's hand — as the rock gives way. : They're suspended in a timeless moment — Anakin's eyes wide with fear and regret — Obi-Wan's full of anguish — then Obi-Wan's grasp slips as Anakin's blistered skin sloughs off. With a cry, Anakin falls. : OBI-WAN : ANAKIN!!! : He looks over the edge, but Anakin's obscured by a blast of superheated steam. : OBI-WAN : . . . Anakin . . . : He staggers back from the edge, sinks to his knees. : OBI-WAN : NOOOOOOOOO!!! : He's momentarily hidden by steam and falling debris. : : INT. OBI-WAN'S SHIP - COCKPIT : Obi-Wan staggers in. In the astrogation module, R2-D2 beeps and whistles frantically. Obi-Wan sinks into the pilot's seat, numb. An eruption shakes the ship, and Artoo beeps worriedly, as he powers up the engines. Obi-Wan shakes off his pain, reaches for the controls. Artoo whistles with relief. : : EXT. TARTARUS - PLATEAU - DAY : Obi-Wan's ship rises amid a spectacular pyrotechnical display. Anakin's ship falls into a crevice, and EXPLODES. : : EXT. SPACE - TARTARUS : Obi-Wan's ship climbs away from the planet. : : INT. OBI-WAN'S SHIP - COCKPIT : Cabin lights are dimmed. He holds Anakin's lightsaber, tears welling, then shuts his eyes tight. Behind him, Artoo makes a low, mournful sound. : : EXT. SPACE - TARTARUS : Obi-Wan's ship warps off. Slave 1 emerges from behind the planet, accompanied by a dozen sinister Genosian hydra ships. : : INT. SLAVE 1 - COCKPIT : BOBA FETT, in his father Jango's armor, eyes his scopes as Obi-Wan's ship warps away. He activates his trackers. : : EXT. SPACE - TARTARUS : The Genosian ships move toward the planet. Slave 1's engines fire, it follows Obi-Wan. : : EXT. SPACE - NABOO : The lush, green planet hangs against a starry backdrop. : : EXT. NABOO - NABERRIE LAKE RETREAT - DAY : Gondolas and water speeders move past it. : : EXT. NABOO - NABERRIE LAKE RETREAT GARDEN - DAY : Padmé sits in a beautiful lake garden, and stares at the water, concerned. RUWEE NABERRIE enters and sees her daughter. Padmé suddenly cries out in pain, clutches her heart. Alarmed, Ruwee moves to assist her. : RUWEE : Padmé! Padmé, what is it?! : She examines her with great concern. Padmé's in considerable distress, pale, shaken, gasping for breath. Her mother calls toward the house: : RUWEE : Quickly, Dorjé — summon a med-droid! : Alarmed servants rush to comply. Padmé, looking faint, gains control of herself, shakes her head, but her eyes are still wild, frightened. : PADMÉ : No — no, mother . . . I'm — I'm all right . . . : Ruwee takes her hand solicitously. : RUWEE : Look at you — you're pale, and trembling. (calls toward the house) Dorjé! Hurry! : Padme puts a reassuring hand on her mother's shoulder. Ruwee looks at her, deeply concerned. : PADMÉ : No, I'm fine, really. It's all right. I just felt . . . : Padmé shuts her eyes, shaken, distracted, trying to ascertain what it was that distressed her so. : PADMÉ : It — it's Anakin . . . something . . . terrible has happened! : DORJÉ, PATHÉ and LETHÉ, three of Padmé's clone handmaid/bodyguards come at a run, followed by C-3PO, all a-twitter, as usual. Threepio has a brand-new golden finish. : THREEPIO : Oh, dear! Oh, my! What is it? Has something happened? Mistress Padmé, what — : Ruwee signals to them that Padmé's all right. : RUWEE : Anakin? But how could you — : THREEPIO : Oh, Master Skywalker! He's back? : PADMÉ : I must go to Coruscant immediately. : She rises with help from Dorjé. Ruwee's flustered and afraid. : RUWEE : It's far too dangerous! : THREEPIO : Oh, my yes! I'm afraid I must concur with — : PADMÉ : I must! Something is terribly wrong. (to Dorjé) Make preparations at once. : They hesitate a moment, then Dorjé nods, sets off at a run. Ruwee looks at her daughter, deeply concerned. : RUWEE : But what could you do — : PADMÉ : I have to see Obi-Wan. He'll know what has happened. : Ruwee shakes her head in despair. Padmé manages a reassuring smile. : PADMÉ : Don't worry. Threepio will look after me, won't you? : THREEPIO : Eh? Oh, oh, certainly, Mistress. Always at your service. : Padmé and Ruwee hurry off. : THREEPIO : But who's going to look after me? Oh, dear! Oh, dear, oh, dear! And I just got polished. : He trundles after them, fretting and muttering. : : EXT. SPACE - CORUSCANT : Federation trade ships move to and from the huge, metallic- looking world. : : EXT. CORUSCANT - CITYSCAPE - DAY : Thousands of craft fly over the endless city, capital of the galaxy, and "bright center of the universe". : : EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY : A large, distinctive domed building rises against the skyline. Transports zoom through the skies around the towering edifice. : : INT. GALACTIC SENATE HALL - DAY : A heated discussion is in progress. Around the vast room, floating platforms with delegates of various species jockey for position. : On the central elevated platform is SUPREME CHANCELLOR PALPATINE, and his personal assistant, UV GIZEN. Palpatine's mood is dark as he listens to the raging debate. : Three platforms hold the floor: on one is BAIL ORGANA, the Alderaanian Senator and his Aides; on the second are three Bothans, including MON MOTHMA; and the third holds a Chu'bian delegation, including TARS COURTNAY. : MON MOTHMA : — can not countenance these outrages. We will not — : The Neimoidian platform rises, and NUTE GUNRAY angrily challenges her. : NUTE : Hah! This is no more than a barefaced ploy to limit the power of the Trade Federation! We will not — : BAIL ORGANA : Nonsense! Mon Mothma is right! (to Palpatine) The Military Creation Act designated the clones solely as peace- keeping contingency troops! : MAS AMEDDA rises to argue. : MAS AMEDDA : They must be empowered to deal with whatever situations might arise! : NUTE : Precisely! Otherwise, how can they maintain — : MON MOTHMA : There is a great deal of difference between maintaining the security of the Republic, and slaughtering innocent civilians! : PALPATINE : The Borakkian incident was an unfortunate snafu. Our intelligence assured us there were only insurgents present. : BAIL ORGANA : Then we respectfully request a vote on our amendment to the Military Creation Act — to give the Senate total control over the armies! : Heated arguments break out. Though a slight majority favors Palpatine's stance, there are enough dissenters to deadlock the Senate. : MAS AMEDDA : That will give the insurgents the leverage they need to increase their attacks upon our trade routes! : NUTE : Unacceptable! : The argument escalates, with several platforms hovering so close to each other, it looks as if fist-fights will break out among the shouting participants. Bail Organa and Mon Mothma look around the chamber, noting where their support lies. : PALPATINE : Order! Order! : The commotion gradually dies down. : PALPATINE : Clearly, we must take a hard line against terrorist agression. The clones have proven to be a highly effective deterrent, have they not? : MON MOTHMA : Many of us will no longer support their use, without greater control. : PALPATINE : Let us not be hasty, Senator Mothma. A united front is needed now. Further factioning within the Republic could prove disastrous. : TARS COURTNAY : Agreed. But the Chu'bian homeworlds also stand behind the delegations from Alderaan and Botha. : Hundreds of platforms rise in support. Palpatine stares out at the growing wave darkly. : : EXT. SPACE - NABOO : Obi-Wan's ship speeds toward the green planet. : : EXT. NABOO - NABERRIE LAKE RETREAT - EVENING : Obi-Wan steps off a gondola/speeder manned by PADDY ACCU. As he walks toward the villa, Ruwee and her husband JOBAL come to meet him. Ruwee looks at Obi-Wan anxiously. : OBI-WAN : Ruwee . . . Jobal . . . I must speak with Padmé. I'm afraid I have . . . very bad news. : RUWEE : But she's not here. : JOBAL : She went to Coruscant to see you. : OBI-WAN : Oh, no, that's the worst place she could be right now. : RUWEE : She had a premonition about Anakin. : Obi-Wan turns away, his pain evident to both of them. : JOBAL : What is it, Obi-Wan? What's happened? : OBI-WAN : . . . I'm afraid Anakin is dead. : Ruwee gasps in shock, and Jobal holds her up, also looking stunned. : RUWEE : Oh, no . . . : JOBAL : How . . . what happened? : OBI-WAN : I must reach Padmé. Coruscant's become far too dangerous. The political climate is highly unstable. : JOBAL : Come. : They start toward the house, each wrapped in their own thoughts. : : EXT. SPACE - NUBIAN SPACESHIP : The distinctive-looking Royal vessel speeds through space. : : INT. NUBIAN SPACESHIP - PADMÉ'S QUARTERS : Padmé stares at a hologram of her and Anakin, gently touching her abdomen. Threepio bustles in. Padmé becomes tense. : THREEPIO : I beg your pardon, Mistress. I hate to disturb you, but — : PADMÉ : What is it? : THREEPIO : Well, the Captain is receiving a transmission for y — : Padmé is quickly moving for the door. : THREEPIO : — and — oh! Oh, dear! If you like, I could — : But she's already gone. : THREEPIO : — oh, I, ah, or not. Oh, well. I can't understand why humans are always dashing about. When will they learn to — : The closing door cuts off the rest as he toddles out after her. : : INT. NUBIAN SPACESHIP - BRIDGE : Padmé enters, and CAPTAIN CARTHORIS turns from a huddle with the pilot. : CAPTAIN CARTHORIS : M'Lady, we're receiving a transmission from Naboo. : PADMÉ : Who is it? : CAPTAIN CARTHORIS : Impossible to tell. It's not coming in clearly. : Padmé gives him a tense look. He shrugs. : CAPTAIN CARTHORIS : There's an unusually high concentration of solar wind in this sector, it might just be normal interference. : Padmé stares at the jittery hologram. It scrambles and breaks up, and the voice is unintelligible. : CAPTAIN CARTHORIS : Shall we turn back? I can — : PADMÉ : Keep going. I must get there as quickly as possible. : CAPTAIN CARTHORIS : This could be a bad omen, M'Lady. We've recently learned there's a great deal of dissension in the Senate. : PADMÉ : I expected as much. Many of us disagree with Chancellor Palpatine's unilateral deployment of the clones. There's far too much latitude for abuse. : CAPTAIN CARTHORIS : I've notified the Jedi Council. They should be there when we arrive. (off her look) It seemed prudent. : PADMÉ : It was, Captain, thank you. (looks at the sputtering hologram) And keep trying, would you? : Captain Carthoris nods. : : EXT. NABOO - THEED - HANGAR - NIGHT : Obi-Wan approaches his ship. Artoo rolls out to meet him, beeping and whistling excitedly. : OBI-WAN : What is it, Artoo? : Artoo beeps an excited reply, and wheels back into the ship. Obi-Wan follows. : : INT. OBI-WAN'S SHIP - COCKPIT : Obi-Wan slides into the pilot's seat. Artoo plugs into a socket, and a hologram of YODA forms on the console. : OBI-WAN : Master Yoda! : YODA : Important it is that we meet, Obi-Wan. Much there is to discuss. : OBI-WAN : I'm leaving for Coruscant now, Master. I'll — : YODA : No. Not there will I be. Coordinates have I sent to your ship. Come at once you must. : OBI-WAN : What is it, Master? I sense a disturbance — : YODA : No questions must you ask now, Obi-Wan. Important this is . . . and all too short does our time grow. : OBI-WAN : I'm on my way. : : EXT. NABOO - THEED - NIGHT : Obi-Wan's ship speeds up into the sky. : : EXT. TARTARUS - NIGHT : The tumultuous surface has settled, though several volcanoes still spew lava. Huge, translucent, whale-like Gawandas, kept aloft by hydrogen bladders, follow glowing herds of smaller creatures. : : EXT. TARTARUS - MOUNTAINTOP FORTRESS - NIGHT : Hewed from the rock by blasters. : : INT. TARTARUS - MOUNTAINTOP FORTRESS : The walls are lined by huge idols and dark machinery. Genosians, resembling organic battledroids, carry a sarcophagus-like container. : They approach a large altar with massive black stone steps leading up to it. A dark-robed figure emerges from the shadows as they stop at the foot of the steps: LORD DARTH TYRANUS, his long, silver-white beard and hair making him look like an ancient sorcerer. Dark eyes blaze in his gaunt face, and when he raises his arms slowly, he reveals talon-like nails. : Tyranus slowly descends to the sarcophagus. He touches a control on its side. The front panel becomes transparent, revealing a bacta tank full of thick, gelatinous slime, in which Anakin floats, hooked up to tubes. His body is a mass of cracked, hideous burn tissue. : Miraculously, he's still alive. Tyranus touches the transparent covering, and inside the tank Anakin stirs fitfully, thrashing in the liquid. Darth Tyranus looks troubled. : : EXT. CORUSCANT - AMBASSADORIAL SECTOR - NIGHT : Heavy air traffic fills the skies, including Republic Police speeders. : : INT. CORUSCANT - GALACTIC SENATE BUILDING - PALPATINE'S OFFICE CHAMBERS - NIGHT : Senators and representatives are gathered, talking at a large table. Among the humans and aliens are several Neimoidians, JAR JAR BINKS, and AKS MOE, a Malastare. : Palpatine enters, followed by Uv Gizen and a dozen of Palpatine's Personal Guards. He takes his place at the head of the table. Gizen hovers at his side, the Guards arrange themselves behind him. VAX BORANDI, a Neimoidian, nods toward Palpatine. : VAX : Supreme Chancellor. You have good news for us, I hope? : AKS MOE : Yes! The vote! How went the vote? : Palpatine smiles as they clamor for information, and raises his hand for silence. : PALPATINE : I am happy to announce, gentlemen, that due to my masterful handling of the present crisis, a majority of the High Council has overwhelmingly nominated me for President of the Republic! : JAR JAR : Okey day! Mesa tink dat sounden berry maxie! : Jar Jar leads a round of applause and congratulations. SLARS VORKAS, a jewelry-adorned Greedo, stands, applauding. : VORKAS : Excellent! Excellent, Chan — eh, should I say President Palpatine. It is long overdue. : Two young military Officers exchange a covert glance: ADMIRAL OZZEL, squat, evil-looking; and COMMANDER TARKIN, thin, hatchet-faced, with sharp, distrustful eyes. : TARKIN : Yes, congratulations will be in order, Chancellor. But, if I may — what about the opposition? This may make them even more troublesome. : Palpatine's eyes blaze, then he offers a disarming smile. : PALPATINE : Unfortunate, but true, Commander Tarkin. One can only hope they will eventually come to hear the voices of reason. : TARS BARUTTA, a bird-like Thangar, slaps a claw on the table in outrage. : TARS BARUTTA : For all we know they are pawns of the Confederacy, planted in the Senate to weaken our resolve! Hah! : Many others agree. It's clear Palpatine controls most of them. : JAR JAR : Ehhh, exsqueeze me, ehhh, mesa tinken dat not, ey, mebee entirely true, eh, your Presidenten, sair. : PALPATINE : It would seem that Tars Courtnay, Mon Mothma and Bail Organa have set themselves against the will of the majority, my Gungan friend. : JAR JAR : Oh, ahhh, well, maybee dey tinken better keepen alla dem Fetts moren under control, ey? : ADMIRAL OZZEL : Each of them, particularly Organa, commands a large coterie in the Senate. Given time, they may even begin to sway others to their way of thinking. : PALPATINE : A united front is absolutely imperative at this critical juncture . . . (glances at Jar Jar) . . . our enemies stand ready to exploit any weakness they might detect. : Most of them nod and murmur agreement. Jar Jar looks around, becoming uncomfortable. : JAR JAR : Oyie-moyie . . . eh, ahhh, but Alderaan bein good supportenen of Naboo, specially Senator Organa. Dey — : PALPATINE : Unquestionably, Ambassador Binks. However, the clones are our only line of defense against what has become a virulent and persistent threat, is that not also true? : Most of them nod. Palpatine looks pointedly at Jar Jar. : PALPATINE : Come, my friend, has the Republic not done its best to protect Naboo in their time of need? : JAR JAR : Eh, well . . . heh, me supposen, ehhh, but . . . waal . . . : PALPATINE : And we will strive to continue to do so. The safety of all of our members is of utmost importance to us. But we must be in a position to enforce that safety whenever necessary. : Several of the assembled members nod enthusiastically. : JAR JAR : Ehhh, ahhh, okey-day, but mesa tinken maybee needen ta goen back home, talken widda Naboo anna Gungans. Not dat mesa doubten yous, Meesa Presidenten. : PALPATINE : I understand completely. We must all be comfortable with our course of action. Well then, why don't we table further discussion until your return? Safe trip to you, Ambassador. Gentlemen. : Ozzel glances at Tarkin, who eyes Jar Jar with cold calculation. Jar Jar exits with the delegates. Ozzel and Tarkin remain. : PALPATINE : Alas, it seems the Gungan representative has been . . . eh, compromised, does it not? : ADMIRAL OZZEL : Hardly surprising. Insurrectionist forces seem to be infiltrating the Senate with alarming frequency, sir. : PALPATINE : It would be a pity if something . . . unfortunate were to befall him in these — perilous times. : TARKIN : But not altogether unexpected. There is a great deal of unrest between here and Naboo. : Palpatine chuckles . . . a nasty, chilling sound. : : EXT. CORUSCANT - TEMPLE OF THE JEDI - LANDING PLATFORM - NIGHT : The Nubian starship lands. A dozen Jedi meet Padmé, Threepio and Dorjé, among them MACE WINDU, PLO KLOON and KI-ADI-MUNDI. : MACE WINDU : Ambassador Naberrie. Welcome. : PADMÉ : Master Windu. (nods to the others) Thank you for agreeing to see me. : They begin to walk away from the ship. Threepio toddles along behind Padmé and Dorjé. : KI-ADI-MUNDI : I sense you are under great distress, Ambassador. And something else. Yes? : Padmé looks sharply at him, as Mace Windu suddenly looks up toward the upper levels of the city. : MACE WINDU : Come, let us get inside. I — : Suddenly, a dozen speeder bikes scream down from above. On each is a Clone Warrior dressed in armor similar to Boba Fett's. The Jedi are instantly alert, igniting their lightsabers. : THREEPIO : Eh — oh, my! What's — Oh! : Mace Windu force-pushes Threepio out of the path of a laser bolt, as Ki-Adi-Mundi and Dorjé step in front of Padmé. Dorjé's arm gauntlets transform into offensive-defensive weaponry. : MACE WINDU : Stay down! : The speeders are on them in an instant, firing. The Jedi deflect the blasts with their blades. Small EXPLOSIONS buffet the walkway as the bikes swing around for another pass. : KI-ADI-MUNDI : Quickly, Ambassador — follow me! : He grabs her arm and they begin to run. Threepio staggers to his feet, looking around in panic. : THREEPIO : Oh! Oh! Help, help! Oh — Ambassador — wait — wait for meeeeee! : He totters after them as the bikes swoop in, weapons blazing. Threepio somehow manages to navigate the length of the walkway to the Temple without being hit. Mace Windu and the Jedi clash with the Clones, laser blasts ricocheting everywhere. : One Clone speeds after Padmé, Dorjé and Ki-Adi-Mundi. Dorjé glances back and sees him. : DORJÉ : Behind you! : Ki-Adi-Mundi spins instinctively, and slices through the bike's steering vane. As it pinwheels out of control, the Clone leaps clear, and lands on his feet. He faces Ki-Adi-Mundi and Dorjé, a blaster in each hand. Padmé hesitates. : DORJÉ : Take cover, Ambassador — run! : The Clone fires, Ki-Adi-Mundi deflects one blast, the other blasts Dorjé, hurling her over the side. Threepio rushes in and grabs Padmé's arm. : THREEPIO : Quickly, Mistress — oh! Oh! Run! Oh — why must this always happen to me?! : He hurries her toward the safety of the temple. Ki-Adi-Mundi deflects laser bolts, thoroughly absorbed in the fight, and fails to notice Boba Fett speeding toward him from behind using his jetpack. : Mace Windu flips through the air and slices through two of the Clones, their bikes crash into the platform. As he lands, he sees Boba Fett hurtling toward Ki-Adi-Mundi from behind, as the alien Jedi battles with his foe. : Mace Windu sprints toward them, but a Clone hurtles at him from below on his bike. He dodges, and a glancing blow knocks him down. : Ki-Adi-Mundi cuts down the Clone he's fighting — and Boba Fett nails him — with a telescoping lance! : KI-ADI-MUNDI : Aaaaagggggghhhhhh! : He's lifted off the platform, as the Jedi battle the Clones. Suspended high above the city, Ki-Adi-Mundi struggles to pull free, but Boba Fett activates spinning blades on the lance, cutting into the alien Jedi's torso in a spray of blood. : Boba Fett sees three open Republic Police transports speeding towrd them. He presses another control on the lance — Ki-Adi-Mundi falls — : The surviving Clones break off and speed away. Mace Windu rushes to Ki-Adi-Mundi, but it's too late. He looks up toward the hovering Clone, reacting when he sees the armor. : BOBA FETT : Payback's only begun, Jedi. : Boba Fett stares down at Mace Windu a moment, then speeds off. The Republic Police chase the Clones. : In the shelter of a temple doorway, Padmé watches, horrified. : : EXT. SPACE - DAGOBAH SYSTEM : Obi-Wan's ship angles toward the huge, cloud-shrouded world. : : INT. OBI-WAN'S SHIP - COCKPIT : He tends the controls, pensive. Artoo beeps with some anxiety, Obi-Wan looks at his scopes. : OBI-WAN : Yes, I'm certain this is where we're supposed to go. : Artoo beeps another slightly worried question. Obi-Wan smiles. : OBI-WAN : Well, why don't we assume that Master Yoda knows what he's doing, hmn? : Artoo whistle/sighs in resignation. : : EXT. SPACE - DAGOBAH : Obi-Wan's ship speeds toward the planet's cloud cover. : : INT. TARTARUS - MOUNTAINTOP FORTRESS - REGENERATION CHAMBER : Anakin's sarcophagus is connected to a sinister collection of darkly-glowing crystals, pulsing consoles, and banks of high-tech coils. Darth Tyranus stands nearby, arms clasped inside his robe, staring intently at: : Anakin Skywalker, barely alive, his blistered chest expanding and contracting weakly, as he clings to life. Darth Tyranus slowly raises his hands . . . lightning arcs between his palms. He stares at Anakin with cold malevolence. : DARTH TYRANUS : The Master's ambition has blinded him to how dangerous you are, Jedi. If I truly serve him, I should destroy you — : Anakin stirs weakly as the deadly energy crackles closer to him. Darth Tyranus slowly lowers his hands. : DARTH TYRANUS : Prepare him. : The Genosians begin a deep, low, rumbling insect-like drone. Several of them enter receptacles connected to the sarcophagus. Each receptacle glows as they are covered by bio-wiring. : The strange ceremony reaches a crescendo — and Anakin's eyes snap open. Shards of the Kaiburr Crystal embedded in his skin begin to glow. He writhes in pain, cries out soundlessly. : : EXT. DAGOBAH - FOREST - NIGHT : Yoda gasps in pain, and almost cries out. He sways a moment, leaning heavily on his gnarled walking stick. He and Obi-Wan are in the midst of a vast swamp-forest, with strange creatures flying and slithering everywhere. Obi-Wan's ship is barely visible in the thick, swirling mist nearby. : Concerned, Obi-Wan hurries to Yoda's side. After a moment, Yoda regains his composure. He nods to Obi-Wan, who still looks worried. : OBI-WAN : Master . . . what is it? What's wrong? : YODA : That, it seems, is for you to answer, Obi-Wan. : OBI-WAN : Me? What do you mean? : Yoda shakes his wizened head sadly. : YODA : Mmm. Much guilt do you carry. Much anger do I sense. That is not the way of the Force. : Obi-Wan bows his head, momentarily overcome. : YODA : Accept what is, demands of us the Force! Let go that which serves us not. (shakes his head) This know you all too well. : Obi-Wan sits down heavily on a huge log, its spidery roots rising in the air like claws. : OBI-WAN : I know you are right, Master. But there are some things . . . some things that are better left alone. : Yoda pokes Obi-Wan's shoulder with a gnarled finger, emphasizing. : YODA : Hah! Alone, say you?! To fester, eh? To brood? To poison — and subvert? : OBI-WAN : Of course not, Master, it's just that I — : YODA : Hmph! Taught you better, yes I did! Showed you more, did I! And a right to expect more do I have, eh? Eh? Eh? Oh, Obi-Wan . . . hear you nothing that I say to you? : OBI-WAN : I am responsible for Anakin's death, Master. I should have been able to find another way. I failed him . . . and I failed you. : Yoda looks at him with kind, almost fatherly affection, then closes his eyes. : YODA : Mmmm. Difficult sometimes is it to accept our destiny. Warned you of his anger the Council did. Choose to listen, you did not. : Obi-Wan shakes his head angrily. : OBI-WAN : I made a promise — the Force was strong with him . . . I thought that I could guide him . . . keep him upon the path. : He pauses and sighs deeply, his eyes haunted. : OBI-WAN : Now, I fear my mistake may have terrible consequences for the entire galaxy. : Yoda jabs him with his cane. Obi-Wan jumps in surprise. : YODA : Hmph! Hope for you there may yet be. A most important lesson have you learned. Now, a great burden must you carry. Remember, Obi-Wan . . . obey your will does the Force . . . but guide your destiny does it, also. : Obi-Wan shuts his eyes wearily, and nods. Strange swamp denizens soar through the trees, crying mournfully. Yoda sits beside him, and is silent a moment, swinging his legs, poking the soft earth with his cane. : YODA : And . . . not yet finished is this matter. : OBI-WAN : What do you mean, Master? : YODA : Dead, and yet . . . not dead is Anakin Skywalker. : Obi-Wan looks at him, unbelieving. Yoda sadly nods his head. : YODA : Much unseen remains. But clear one thing is . . . a new ally seeks the Dark Side. : OBI-WAN : But — he's alive?!? Master that's — : He grabs Yoda joyfully, and is stopped by the look of foreboding he sees in the Jedi Master's eyes. : OBI-WAN : You can't mean — no! : Obi-Wan shrinks from this revelation, shaking his head in denial. : YODA : Strong now must you be, Obi-Wan. Strong, and unwavering. Know I well what hopes held you for the boy . . . but changed now have matters become. (stares out at the swamp) Darker . . . more dangerous. : OBI-WAN : And it's my fault. (sudden realization) Padmé! She's in terrible danger! : As Obi-Wan jumps up and starts toward his ship: : YODA : Why say you this? What — : He stops, shuts his eyes. Obi-Wan flinches, then he relaxes, opens his mind. Yoda shakes his head sadly. : YODA : Most unfortunate is this. Reckless and unthinking the boy is! A new danger does this introduce — : OBI-WAN : I must go to her, Master. : YODA : Mmm. Care must you take, Obi-Wan. Perhaps better it is, that she knows this not. Wary of the Sith must you be — your thoughts, your feelings must you guard. Precarious now is the balance of all things . . . little will it take to topple all . . . into darkness. : Obi-Wan stops, Yoda's words driving deep into his soul. He nods resolutely, continues to his ship. Yoda resumes poking with his cane. A moment later, the sound of Obi-Wan's ship's engines spools up. Its lights briefly illuminate Yoda, then fade. : : EXT. SPACE : The Callisto, a battered, saucer-shaped freighter, hurtles through space. : : INT. CALLISTO - COCKPIT : It's small, a lot of its equipment is old, second- and third hand, but it all fits together somehow. CAPTAIN ANTILLES, a laconic mercenary, works at the nav-computer. A sudden jolt shakes the ship. : ANTILLES : What the — : He anxiously scans the main view port. : ANTILLES : No asteroids, what — : Another jolt shakes the ship, and two Federation sentry ships hurtle past from behind, begin to come about. : ANTILLES : (into comlink) What the Hell do you clowns think you're doin'?!? You lost your minds?!? : He sees them come about and start back toward him. : ANTILLES : I'll have your hides for this, you — : A hologram of CAPTAIN VEERS appears on his console. He's an officious-looking technocrat, slightly bored, and not willing to brook any opposition. : CAPTAIN VEERS : You are hereby ordered to stand down, freighter Callisto, and prepare to be boarded. : As Antilles seethes, the cockpit door opens, and two mismatched figures enter. One is CHEWBACCA, a towering, seven-foot tall Wookie; the other is HAN SOLO, a twelve-year old Guild apprentice with street-savvy eyes. : ANTILLES : By who's authority — : CAPTAIN VEERS : By Executive Order One Seventeen of both the Senate High Council and the Trade Federation, this sector is hereby declared to be under emergency law. You will comply immediately — or else. : Veers fades out. Han moves in close as Antilles studies the scopes, and Chewbacca slips into the copilot seat, growling. : ANTILLES : Yeah. Might be able to outrun 'em, if we — : HAN : What about the cargo, Captain Antilles? If they find out we're smugglin' for the Hutts — : ANTILLES : I'm way ahead of ya, kid. Chewie, get — : Han points at a flashing scanner. : HAN : Uh-oh. Looks like they didn't come alone, sir. : : EXT. SPACE - CALLISTO, SENTRY SHIPS : A large, heavily-armed Federation battleship moves up on the three ships. : : INT. CALLISTO - COCKPIT : Antilles fumes for a moment, then powers down the jump engines. Chewbacca growls angrily. : ANTILLES : Tell me about it . . . but Han's right. Besides, they've already got our operating contract number. : HAN : Should we dump what we can? : ANTILLES : And what — tell 'em we've got no idea what that stuff floatin' away from our ship is? Nah, looks like we're — : CAPTAIN VEERS : (over comlink) You've been warned, Callisto. We will now commence firing — : ANTILLES : (into comlink) All right, all right! Callisto . . . standin' down. : : EXT. SPACE - THE THREE SHIPS : The battleship moves up alongside them. : : INT. CALLISTO - MAIN SECTION : Antilles, Han, Chewbacca and a dozen crew members, mostly aliens, watch twenty Clones in prototype Stormtrooper armor take up positions, weapons prominently displayed. Antilles moves toward Captain Veers. A Clone Trooper lashes out, knocking him to the deck. : HAN : Hey, ya lousy — : He starts forward, but Chewbacca grabs him, growling at the Clones. Han kneels beside Antilles, he and the Wookie help the Captain to his feet. : ANTILLES : Might I ask what this is all about — "sir"? : CAPTAIN VEERS : As a matter of fact — no. You may not. (to his men) Secure the ship. Confiscate the cargo. : HAN : Hey, you can't just — : CAPTAIN VEERS : Shut the boy up, or we'll do it for you. : They glare at him, but hold their tongues. Captain Veers smirks as the Clones spread out to commandeer the ship. : : EXT. CORUSCANT - TEMPLE OF THE JEDI - DAY : Its unique spires stand out against the Coruscant skyline. : : INT. TEMPLE OF THE JEDI - WALKWAY - DAY : Padmé and Threepio follow a funeral procession consisting of fifty Jedi as well as two dozen children and older Padawan down the hall. : : INT. TEMPLE OF THE JEDI - HALL OF ASCENSION - DAY : The Jedi gather about the ornate pall upon which Ki-Adi-Mundi's body lies in state. Many dignitaries are present, including Bail Organa, Mon Mothma, Mas Amedda, and President Palpatine. Padmé and Threepio stand near the catafalque. : PALPATINE : A most regrettable incident, Master Windu. You have our condolences, and our assurance that this outrage will not go unpunished. : MACE WINDU : Thank you, President Palpatine. : BAIL ORGANA : I don't see Master Yoda. Is he — : MACE WINDU : He is in seclusion, Senator. He has been notified. : MON MOTHMA : This only serves to underscore what we have been saying. : PALPATINE : With respect, Senator, it is obvious to me that — : PADMÉ : Excuse me, couldn't this wait? : PALPATINE : Yes, yes, you're quite right, Ambassador. Forgive me, Master Windu. : BAIL ORGANA : Yes, Master Windu. Please accept our apologies. : Mace Windu nods to them, then looks at Padmé. She returns the look, and he gives her a small smile. The ceremony continues, ending as Ki-Adi-Mundi's body is consumed by flames. : : INT. TEMPLE OF THE JEDI - HALLWAY - DAY : A young female PADAWAN approaches Padmé and Threepio. : PADMÉ : I'm not very good at waiting. This is driving me crazy. : THREEPIO : Don't be too hard on yourself, Mistress, after all, you're only human. : PADAWAN : Ambassador Naberrie? : PADMÉ : Yes? : PADAWAN : You have a transmission. If you would follow me . . . ? : Padmé and Threepio follow her down the long hallway. : : INT. TEMPLE OF THE JEDI - COMMUNAL CHAMBER - DAY : Padmé stands before a hologram of Jar Jar Binks. : PADMÉ : Jar Jar! : JAR JAR : Heyo-daylee, Padmé. Meesa berry soree hearen what happen. Dat bombad stinkowiff. : PADMÉ : Yes, Jar Jar, it is. Where are you? I thought you'd be here. : JAR JAR : Meesa goen back home. Need to talken widda Bosses anna Naboo. Meesa tinken is plenty bad hatchen goen on. : PADMÉ : What do you mean? : JAR JAR : Ehhh, meesa no feelin good bout dem Fetts bein so everwair. An meesa one talkem up inna first time. : PADMÉ : No, I admit, neither do I. But you aren't to blame, you were only doing what you felt was right. : JAR JAR : Hehhh, tanks, hey? Meesa thinken yousa should getten outta dair, too, Padmé. Meesa not feelin good bout dat dair. : PADMÉ : Thank you for your concern, Jar Jar, but there's something I have to take care of. I — : ALARMS begin sounding. Jar Jar glances around in surprise. Behind him, crew members can be seen moving to stations. : JAR JAR : Oyie-boyie. What inna da — : PADMÉ : What is it? What's happening? : JAR JAR : Meesa no knowen. But — hey, what's uppen widda alla dat noise, Capn? What — : Suddenly Jar Jar's disrupted by static, and he looks frightened. : THREEPIO : Oh, my! What — : PADMÉ : Jar Jar? Jar Jar! What's happening? Jar Jar! : : EXT. SPACE - NUBIAN SPACESHIP : It's under attack by several sleek, deadly Confederate ships. Laser bolts blast at the helpless Naboo ship. : : INT. NUBIAN SPACECRAFT - BRIDGE : Panic, as consoles explode, sparking. Jar Jar looks around, terrified, as Padmé's hologram flickers in front of him. : PADMÉ : . . . is it? . . . Jar! . . . happening? : JAR JAR : Oyie boyie! Disen not looken berry — ohhhhhh . . . : He sees the attacking ships sweep toward them, and realizes what's about to happen. : PADMÉ : — Jar! . . . what's — : Jar Jar turns toward her, and his face shows a touching mixture of fear, sadness, and resignation. : JAR JAR : Good bye, Padmé. Yousa stayen widda Jedi. Deysa taken care — : The bridge suddenly EXPLODES — : : EXT. SPACE - NUBIAN SPACESHIP : It's blasted into drifting scrap. : : INT. TEMPLE OF THE JEDI - COMMUNAL CHAMBER - DAY : Padmé and Threepio react in alarm as Jar Jar's image suddenly vanishes. : PADMÉ : Jar Jar!!! No!!! : Mace Windu, Palpatine and Plo Kloon enter, sensing her anguish. : PLO KLOON : What is it? What has — : PADMÉ : Jar Jar. He's . . . : THREEPIO : Oh, my. Oh, how horrible! Oh, the poor — thing! : MACE WINDU : I'm sorry, Ambassador. I know you were fond of him. : PALPATINE : This could only be the work of Confederacy insurgents. : PLO KLOON : Hmn. I fear this overt assasination can only be interpreted as a declaration of war. : MACE WINDU : It would seem to be a suicidal gesture. How they — : PADMÉ : He was trying to warn me. : Mace Windu and Plo Kloon exchange wary looks with Palpatine. : PALPATINE : About what, Ambassador? : PADMÉ : The Clones. The "Fetts" he called them. : MACE WINDU : What about them? : PADMÉ : (sadly) I don't know . . . : Threepio puts a consoling hand on her shoulder. Palpatine stares at her speculatively. : : EXT. TARTARUS - MOUNTAINTOP FORTRESS - NIGHT : Winged Genosians soar toward the Spartan retreat. : : INT. TARTARUS - MOUNTAINTOP FORTRESS - FOUNDRY/LAB : Genosians labor forging black body armor. Anakin's bacta bed is hooked to a battery of machines and med-droids that monitor his life signs. He's conscious, and his eyes show awareness of his surroundings. : Darth Tyranus and Boba Fett face a hologram of DARTH SIDIOUS. : DARTH TYRANUS : The body matrix is almost complete, Master. : DARTH SIDIOUS : You have done well, Lord Tyranus. Soon, a powerful new weapon will be added to our arsenal — and the downfall of the Jedi will be complete! (laughs with evil glee) : BOBA FETT : Remember, Windu is mine! He must die by my hand! : DARTH SIDIOUS : Patience, my friend, patience. You will have your vengeance. : DARTH TYRANUS : And what of Skywalker, Master? : DARTH SIDIOUS : Eh? : DARTH TYRANUS : Our way decrees that there can be only one apprentice. : Darth Sidious studies him a moment, then he smiles. : DARTH SIDIOUS : Do not be concerned, Lord Tyranus. There are many uses to which Skywalker may be put. Our armies will require a competent field general, will they not? : Darth Tyranus nods, but he seems less than convinced. : Genosians slowly raise Anakin from the fluid. One arm, and most of both legs are gone, the remaining arm ends at the wrist. He looks around, dazed, as they carry him on a hovering pallet toward — : A tall, black, upright metal sarcophagus on a stone pedestal. They stop before it. A crack forms in the smooth surface — widening until Anakin can see what is within — his eyes widen as they gently lift him and carry him forward. : DARTH SIDIOUS : Yes. Yesss! You are about to be gloriously reborn, my young friend! Proceed! : Anakin is placed into black armor, robes, and artificial respirator. They connect his limbs to the suit with intricate bio-circuitry. : A claw arm lowers a grotesque skull-like black breath mask and closes it over his scarred head. A black battle helmet lowers — with a final, emphatic CLICK — it locks into place. : Darth Sidious cackles fiendishly as they view his newest creation. Anakin Skywalker has begun the transformation into LORD DARTH VADER. His awesome, HEAVY BREATHING echoes through the chamber as the Genosians back away. : : EXT. SPACE - OBI-WAN'S SHIP : It speeds through the starry void. : : INT. OBI-WAN'S SHIP - COCKPIT : Obi-Wan in deep thought. Artoo, in the navmodule, suddenly begins beeping. Obi-Wan snaps out of his reverie, looks at his scopes. : OBI-WAN : Eh? What's . . . : A small hologram of Padmé appears on his console. : OBI-WAN : Padmé! Thank goodness you're all right. I've been — : PADMÉ : What's happened to Anakin? : Obi-Wan's caught off-guard. Artoo beeps sheepishly. : PADMÉ : Obi-Wan . . . tell me! You know something! What is it? : OBI-WAN : It might be better to wait until I arrive to — : PADMÉ : Oh, god . . . he's . . . dead. Isn't he? : OBI-WAN : Padmé, I'm sorry, I — : PADMÉ : How did it happen? Obi-Wan — how did it happen?! : OBI-WAN : The crystal was affecting his mind . . . he wouldn't accept the fact that it was dangerous, he — : PADMÉ : Tell me you didn't — kill him. Obi-Wan . . . tell me you didn't. : OBI-WAN : It . . . was an accident. I couldn't reason with him. There was — : Padmé's look of betrayal stops him. She turns away. : OBI-WAN : Wait, Padme! I need to speak with you. I'll be there shortly. We can — : Padmé gives him a final, devastating look, then her hologram fades out. Artoo beeps quietly. Obi-Wan stares at the spot where the hologram was. : OBI-WAN : No . . . I can't blame her. : : EXT. CORUSCANT - FEDERATION TRADING COMPLEX - LANDING PLATFORM - NIGHT : The Callisto's nestled among several other ships. Droids and Techs move around, servicing them. : : INT. FEDERATION OFFICES - RECEPTION AREA : It's a large, ostentatious suite, filled with a bustling assortment of Neimoidians, as well as many other races. A female Vespa'a works the high-tech desk, her six arms occupied with various duties. Nute Gunray and six Neimoidian Officials approach Antilles, Han and Chewbacca. Antilles rises hotly to his feet. Nute is in his mechanical walker, smiling unctuously. : NUTE : Ahhh, Captain Antilles? : ANTILLES : What's the big idea of seizing my ship? : HAN : I'll bet it's another Federation shakedown. : Chewbacca growls menacingly. The Neimoidians glance at the towering Wookie nervously. : NUTE : Ehhh, calm yourself, Captain. Ahhh, there is no need to be upset, I assure you. : HAN : Yeah, right, slime-o. : Nute blinks at Han distastefully. : NUTE : Perhaps they might wait elsewhere? : ANTILLES : What do you — people want? : NUTE : Ehm. Ah. Well, ahh . . . first, believe that we have no desire to inconvenience you. : Chewbacca growls derisively. : ANTILLES : Too late. : NUTE : Uhm. We know that you have spoken on a number of occasions with Ambassador Naberrie, have you not? : Antilles looks from one to the other guardedly. : NUTE : Come, come, Captain, let us not dissemble, shall we? It is unworthy. : ANTILLES : We talked about some Guild problems I had, that's all. : NUTE : Ahhh, are you certain? : HAN : C'mon, Captain, tell 'em to blow it out their — : NUTE : We have reason to believe she may contract with you to return to her home. Doubtless, she will prefer anonymity. Mmmm? : ANTILLES : I don't think I wanna talk to you any more. : He starts to walk off. : NUTE : I see. Then I take it, you are not interested in having your trade status restored. Too bad. : Antilles glares at him, Nute stares back smugly. Chewbacca growls, making the Neimoidians nervous. : ANTILLES : Take it easy, Chewie. (to Nute) I'm listenin'. : Nute guides Antilles away from Han and Chewbacca, who watch suspiciously. : NUTE : It is no secret, Captain, that the Ambassador is, shall we say, hostile to our interests? : ANTILLES : I can't imagine why. : NUTE : Ehhh, ahhh, that is entirely beside the point. We are unwilling to have the Naboo interfere in our affairs. There is far too much at stake. : Antilles just stares at him. Nute sighs wearily. : NUTE : The Federation has no quarrel with you, but matters can become . . . extremely unpleasant. I believe your present shipment, for example, consists of several, ehhh, shall we say, questionable substances that might interest the authorities? : ANTILLES : Suppose she doesn't contact me. : NUTE : (laughs indulgently) I take it we have your full cooperation in this matter? : Antilles looks away. Nute grins, pats him on the shoulder, but Antilles shrugs his hand off. The Neimoidians walk away. Han and Chewbacca join Antilles, who's staring after them coldly. : HAN : Ya oughta get de-verminized, sir, after standin' so close to those — : ANTILLES : Check the ship out. : HAN : You don't trust those lizard-lookin' — : ANTILLES : How about you do what you're told! : Han grumbles, Chewbacca growls, but they follow Antilles toward the Callisto. : : EXT. DAGOBAH - NIGHT : Yoda moves toward a waiting starship. He stops at the ramp, looking around, and finally sighs, enters the ship. : : EXT. SPACE - DAGOBAH : The starship streaks away from the planet's surface. It's followed by Slave 1. : : EXT. CORUSCANT - TEMPLE OF THE JEDI - NIGHT : Padmé stands on a balcony high above the city. She's been crying. Threepio approaches her hesitantly. : THREEPIO : Eh, Mistress Padmé? I'm — I'm truly sorry, ma'am. : PADMÉ : Thank you, Threepio. : THREEPIO : If I might . . . perhaps if you spoke with Master Obi-Wan. He — : PADMÉ : He has nothing to say that I want to hear! : THREEPIO : Eh, yes, Mistress. Well, what . . . what shall we do now? Remain here? : PADMÉ : No. But first, I need to . . . I can't just leave him out there. : THREEPIO : I see. Very well, I'll speak with Master Windu about a trans — : PADMÉ : No. I'll make my own arrangements. Come on. : She starts off, and Threepio follows, somewhat reluctantly. : : EXT. CORUSCANT - LANDING PLATFORM - NIGHT : Padmé walks with Antilles while Threepio hovers in the background. : ANTILLES : I don't know, Ambassador, it sounds kinda dangerous. Maybe you oughta — : PADMÉ : I wasn't looking for a second opinion, Captain. If you're not willing to take me — : ANTILLES : Okay, okay. I just don't think it's a good idea, that's all. But it's your party. : PADMÉ : How soon can we leave? : Antilles glances around evasively. : ANTILLES : Soon as you're ready, I guess. Just you? : PADMÉ : And my droid. Thank you, Captain Antilles. You'll be well compensated. : ANTILLES : C'mon, let's get aboard. : They head up the ramp into the ship. : : INT. CALLISTO - COCKPIT : Antilles, Padmé and Threepio enter. Han's making repairs to an open console, Chewbacca lugs several large containers toward the hold. Other crew members tend to their duties in the background. : ANTILLES : Get ready to cast off, Solo. : HAN : Huh? Hey, I thought we were gonna — : ANTILLES : Do I pay you to think? Do I? Didn't think so. Now hop to it. : Han looks at him sullenly, then he nods. : HAN : Sure. : He glances at Padmé, then he heads aft. Padmé gives Antilles a curious look. : ANTILLES : Kids today, huh? Strap yourselves in. Chewie! : He stalks toward the cockpit. Padmé watches him, frowning. : THREEPIO : Oh, dear! Must we? I feel so much safer on the ground. : Padmé smiles at his nervous fluttering as they strap in. : : INT. CALLISTO - COCKPIT : Chewie enters, growling a question as he takes his seat. : ANTILLES : You too?!? Look, who's the Captain here? : Chewbacca growls at him not to be so touchy, starts the pre-flight check. Antilles glances back uneasily toward the cabin. Chewbacca growls a question. : ANTILLES : Nothin'. Here's the co-ordinates. : Chewbacca studies the scope, growls in surprise. : ANTILLES : What's the problem? Thought you'd be happy about it. C'mon. : : EXT. CORUSCANT - LANDING PLATFORM - NIGHT : The Callisto lifts off and speeds into the night sky. : : INT. TARTARUS - MOUNTAINTOP FORTRESS - TRAINING AREA - NIGHT : Using two lightsabers like escrima sticks, Vader battles a dozen Clones and battle droids, who use blasters and double-bladed lightsabers. Vader moves through them with deadly skill, leaping, kicking, deflecting their attacks. Several are cut down by their own deflected laser bolts. : Darth Tyranus watches them, brooding. He's obviously not happy to have Vader around. Vader deactivates his weapons, they rush him. He uses the Force to smash them into the rock walls, slam equipment into them. Darth Tyranus approaches him warily. : DARTH TYRANUS : Your progress is exceptional. How do you feel? : VADER : I . . . am not certain . . . strange. There are . . . many things that I no longer grasp clearly. : DARTH TYRANUS : That is because they are no longer important to you. : Vader shakes his head. He goes out onto a natural rock balcony, overlooking the planet's stormy surface. : : EXT. TARTARUS - MOUNTAINTOP FORTRESS - BALCONY - NIGHT : Vader broods, unmindful of the planet's fury. He lifts one hand and stares at it, flexing the powerful, alien fingers. Darth Tyranus joins him. : VADER : What . . . is happening to me? : DARTH TYRANUS : You have been given a great gift, Vader. : VADER : That is not my name! I am — : But he hesitates, realizing that he's not certain who he is. His anger flares — he ignites a lightsaber and turns on Darth Tyranus, who watches him warily. : VADER : Tell me what you have done to me! : DARTH TYRANUS : We have brought you to your destiny. You are now a disciple of the Dark Side. : VADER : No! I . . . I am . . . a Jedi . . . : DARTH TYRANUS : (laughs derisively) Jedi! They are weak. They will soon cease to exist. Your path lies here, with us. Or . . . are you also weak? Are you afraid? : Tyranus ignites his weapon as Vader attacks him. As they battle, Tyranus begins to know true fear. With a bellow of rage, Vader smashes Tyranus' weapon from his hand, knocking him down. Tyranus looks up in fear at the towering warrior. THUNDER booms above. Vader looks at the sky, fists clenched, and roars in anger! : DARTH SIDIOUS (OS) : Excellent, my young apprentice! Excellent! : Vader spins toward the voice — and is confronted by a hologram of Darth Sidious. Darth Tyranus looks up at his Master in alarm. : DARTH TYRANUS : What — I am your apprentice, Master! I — : DARTH SIDIOUS : Are you? Then how is it you have been overcome? : DARTH TYRANUS : I — : DARTH SIDIOUS : You have grown weak and fearful, Lord Tyranus. You have allowed your battle against Yoda to undermine your strength. : DARTH TYRANUS : No, I — You promised me — : DARTH SIDIOUS : You have served your purpose. You have brought to Us a powerful ally. Your usefulness is ended. Vader. : Vader stares at him a long moment, lightning and THUNDER crashing around him, lightsaber raised. Then, he slowly lowers it. : VADER : No . . . I . . . I am . . . Anakin Skywalker. : DARTH SIDIOUS : Anakin Skywalker no longer exists! He has no place in Our plans. : Deeply conflicted, Vader turns away, struggling with the new feelings rising within him. : VADER : But . . . the Jedi . . . : DARTH SIDIOUS : Was it not the Jedi who betrayed you, and left you to die?! : Vader reacts, stung, trying desperately to remember. : DARTH SIDIOUS : Where are they now? Why have they not sought to discover what has become of you . . . whether you are alive . . . or dead? : Vader's powerful form trembles. Above, lightning flashes, THUNDER rolls across the heavens. : DARTH SIDIOUS : Surely, with all of their powers . . . they cannot be unaware of your fate. No, my young apprentice, the truth of the matter is . . . they have abandoned you! : Vader looks away. Darth Tyranus seizes his chance — grabbing his lightsaber, he leaps at Vader — who spins instinctively — blocking the death blow. They stand, blades locked, flashing, BUZZING. Tyranus realizes Vader is too powerful for him. : DARTH TYRANUS : Master — Master!!! I have served you — : DARTH SIDIOUS : Accept your destiny, Lord Vader! It is inescapable! You feel the power of the Dark Side! Give in to it! Complete your journey — to greatness! : VADER : Yes, I . . . I begin to understand, My Master. So be it. : DARTH TYRANUS : No!!! : He tries to flee, but Vader raises a gauntleted hand, slowly closing his powerful fingers into a fist. Darth Tyranus looks suddenly confused . . . his hand goes to his throat. He begins to have difficulty breathing. : He looks desperately at Darth Sidious, who cackles gleefully. Darth Tyranus drops his lightsaber, choking. He staggers toward Vader, but sinks to the ledge. Vader closes his fist — and Darth Tyranus' throat collapses, crushed. : DARTH SIDIOUS : Thus, from the ashes of the Jedi rises a new Dark Lord of the Sith! In exchange for your loyalty, I shall make of you the most powerful weapon in the galaxy! : A bolt of lightning cremates Darth Tyranus' body. Vader watches it burn, then he kneels before Darth Sidious, as lightning tears through the skies, eruptions rip the planet's surface below. : VADER : I . . . hear and obey, My Master. What would you have of me? : Darth Sidious nods, chuckling with fiendish delight. : DARTH SIDIOUS : All in good time, my friend, all in good time. Rise — and take your place at my side, Darth Vader — Dark Lord of the Sith! : Lightning and THUNDER rage, the planet's surface explodes in a fury of devastating power. A fierce wind whips at Vader's cloak and robes as he stands on the ledge. : DARTH SIDIOUS : Now . . . come to me, my loyal servant. I have an important task that will complete your training. : : EXT. CORUSCANT - TEMPLE OF THE JEDI - DAY : Several small transports pass by the vast temple. : : INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY : Obi-Wan stands before Mace Windu and Plo Kloon. : OBI-WAN : You should have not have let her go! : They look surprised by his angry outburst. : MACE WINDU : She was not a prisoner. She was free to come and go as she — : Obi-Wan starts to turn away. Mace Windu's face becomes stern. : MACE WINDU : You are not dismissed, Obi-Wan! : Obi-Wan hesitates, torn between duty and fear for Padmé's safety. : OBI-WAN : I'm afraid she's going to make a terrible mistake. : MACE WINDU : If that is her choice. : PLO KLOON : You have other matters to concern you. : Obi-Wan looks from one to the other, feeling the tension beneath their surface calm. : PLO KLOON : These are dangerous times, the future of the Republic is imperiled . . . : MACE WINDU : Master Yoda fears that a great storm is approaching. A darkness that may overwhelm us all. : OBI-WAN : The Confederacy? Are they that well organized? : A holographic map of the quadrant appears above a lit platform in the center of the chamber. Obi-Wan sees representations of troop build-ups across the galaxy. : MACE WINDU : This comes from Bothan agents. As you can see, there are a few discrepancies with what the official reports would have us believe. : OBI-WAN : That's putting it mildly. Will we take a hand in this? : PLO KLOON : Difficult to say. Master Yoda is returning from seclusion. When he arrives, we will consider our alternatives. : OBI-WAN : Then it is up to us. : MACE WINDU : To you. : Obi-Wan looks at him, surprised. : MACE WINDU : This indicates some type of major buildup near Kashykk. : OBI-WAN : The Wookies are unallied. It could simply be a move to bring them under protection of the Trade systems. : MACE WINDU : Possibly. : Obi-Wan turns to the hologram, frowning. He studies it a moment, then a realization dawns on him. : OBI-WAN : On the other hand, it's location is optimal as a central staging point. : MACE WINDU : From which strategic offensives could be mounted with little risk. : OBI-WAN : And it wouldn't be difficult to control communications, keep attention away from there. : PLO KLOON : Particularly if the Senate were kept occupied with other matters. : Obi-Wan nods slowly, realizing what's at stake. : OBI-WAN : Something about this doesn't feel right. The attack on the temple, Ambassador Binks' assassination . . . can we be certain of this information? : MACE WINDU : Bothans are the best intelligence agents in the known galaxy. However, the only thing we can be certain of is that nothing seems to be what it appears, and that there is a need to move quickly. And quietly. : PLO KLOON : You must be extremely careful, Obi-Wan. This issue is an extremely delicate one. : Obi-Wan nods, thoughtful. He turns to the two Jedi and bows. : MACE WINDU : May the Force be with — : An excited Padawan enters. : PADAWAN : Master Yoda's ship is under attack! : The three Jedi look alarmed. : : INT. TEMPLE OF THE JEDI - COMMAND CENTER - NIGHT : Obi-Wan, Mace Windu, Plo Kloon and several Padawan and Jedi stand before complex communications and tracking equipment. As they watch tensely, a blip representing Yoda's ship moves toward Coruscant. : MACE WINDU : What is his status? : GOMM JABAR, a large Benutti, turns from his equipment. : JABAR : We've scrambled interceptors. They're enroute — : OBI-WAN : They won't reach him in time! How did they know?! : MACE WINDU : There must be a leak. We — : PLO KLOON : He's under attack! : As they watch, Yoda's ship is overtaken by pursuing ships — and suddenly disappears from the scopes. They stare at the display, stunned. : OBI-WAN : Master Yoda . . . : The attacking ships disappear from their scopes. : : EXT. SPACE - KASHYKK : The Callisto speeds toward the Wookie homeworld. There are several large Federation battle ships in orbit. : : INT. CALLISTO - MAIN CABIN : Han and Threepio are playing a holographic game with battling starfighters. Padmé's by herself, near a view port. She sits up, frowning as she sees the Federation ships. Han laughs as one of his ships vaporizes one of Threepio's. : HAN : Ha! That's three hundred more ya owe me, goldenrod. : THREEPIO : Now see here, that is not my name! I am See-Threepio, human cy — : Padmé gets up and starts toward the cockpit. : HAN : What's up? : PADMÉ : I'm not sure. : Han and Threepio look after her, concerned. : : INT. CALLISTO - COCKPIT : Padmé enters. Antilles doesn't look at her as she comes forward to look out the main view port. : PADMÉ : What's going on, Captain? : ANTILLES : Huh? Whadda ya mean? : PADMÉ : This isn't where I chartered you to take me. Those are Federation troop ships. : ANTILLES : We hadda make a little detour. : He starts the landing approach. Padmé glances from him to Chewbacca, who looks away guiltily, growls. She glances out the view port and sees several dozen Federation landing craft falling in around them as they descend. : : EXT. SPACE - KASHYKK : The Federation ships escort the Callisto toward the surface. : : EXT. KASHYKK - RAINFOREST - DAY : The Callisto overflies a lush rainforest full of exotic animals and birds, and beautiful flowers, accompanied by three landers. : : EXT. KASHYKK - FOREST TEMPLE - DAY : They pass over a massive citadel hewn out of a stand of gigantic trees, surrounded by a Wookie city which is connected by immense rope bridges and branches. Several Wookies look up at the ships and growl. Then they glance over at several squads of Clones standing guard. : : EXT. KASHYKK - JUNGLE CLEARING - DAY : The Callisto lands in a vast clearing at the edge of the immense forest. There are dozens of Federation landers, towers, dish emplacements, and a sprawling compound. : : EXT. KASHYKK - FEDERATION COMPOUND - CALLISTO - DAY : Padmé, Antilles, Han, Threepio and Chewbacca emerge from the ship. Padmé's eyes narrow when she sees Boba Fett leading a squad of Clones toward them. : ANTILLES : I'm sorry. I had no choice. : PADMÉ : I hope it wasn't just for the money, Captain. I'd hate to think you were shallow . . . on top of being Bantha poodoo. : Chewbacca growls at the approaching Clones, Han looks on, taking it all in. Boba Fett and the Clones surround Padmé. : PADMÉ : Isn't this an awful lot of trouble to go to for one ambassador from a backwater planet? : BOBA FETT : Come with us. Your droid — : PADMÉ : He isn't my droid. : Threepio reacts in surprise, but a warning look from Padmé shuts him up. She gives Antilles a dirty look, then is marched away. Chewbacca growls sullenly. : ANTILLES : I'm sorry, pal, I had no idea it was like this. : HAN : Are they gonna . . . kill her? : THREEPIO : Oh, my! Do you really think — : ANTILLES : No! Of course not. C'mon, let's go. : Chewbacca and Han continue to stare after Padmé as she disappears into the compound. : ANTILLES : Hey! Let's go, huh, before they change their minds. : They reluctantly follow him into the ship. Threepio looks toward the compound, worried. : : INT. CORUSCANT - GALACTIC SENATE BUILDING - PALPATINE'S OFFICE - DAY : Uv Gizen moves toward the balcony, past a dozen of Palpatine's Personal Guards at attention. Gizen bows. : PALPATINE (OS) : Excellent. When the moment is right, see that her involvement in this becomes public knowledge. As will the ties to the other dissident factions. All one big, happy, conspiratorial family. : UV GIZEN : The Jedi Master, Yoda, has fallen, Sire. : Palpatine — or rather, Darth Sidious — enters the room. : DARTH SIDIOUS : Are you certain? Hmm. This is an unexpected dividend, but it will make their defeat all the more crushing! : He cackles gleefully, as Uv Gizen bows. : : EXT. SPACE - KASHYKK : Obi-Wan's ship speeds toward the planet. There are no Federation ships in evidence. : : INT. OBI-WAN'S SHIP - COCKPIT : Obi-Wan looks up from the controls. His face is grim as he checks several of his scopes. Artoo beeps a solicitous question from the navmodule. : OBI-WAN : Yes, I'm all right. I suppose I have to be. : Artoo beeps and whistles again. : OBI-WAN : No, Artoo, I just always supposed that Yoda would be here forever. (shakes himself back to full focus) But we still have a task to do. Activate the cloaking system. : Artoo beeps worriedly. : : EXT. SPACE - KASHYKK : Obi-Wan's ship heads toward the planet below, and cloaks. : : INT. KASHYKK - FEDERATION COMPOUND - HOLDING AREA - DAY : Padmé's in a utilitarian cell, with energy bars across the door. She paces, angry with herself. The bars deactivate, she turns — and gasps in shock. Vader strides into the room and stands, staring at her. She's uncomfortable, and a little afraid. : PADMÉ : So, who are you — the executioner? : Vader doesn't answer. After a moment, he turns to leave, but Padmé suddenly feels something. She starts forward. : PADMÉ : Wait — : Vader turns, still ominous and silent. : PADMÉ : Don't I at least get a final meal? : VADER : You will not be executed, Lady . . . Naberrie. : Padmé reacts to his hesitation, a puzzling familiarity tugging at the edges of her mind. : PADMÉ : You'll forgive me if I don't believe you. : VADER : You have my word. You will not be harmed. But we must detain you until this business is done. : PADMÉ : If it's ransom money you're after — : Vader's harsh laugh is frightening. Padmé recoils, shuddering. : VADER : We have no need of your money, My Lady. (starts to go, then) Is there anything that you require? : PADMÉ : Why would you care? : VADER : We are not barbarians. There is no reason for you not to be comfortable, Lady Sky — Naberrie. : Padmé's caught the slip. She stares at Vader. He turns to leave. : PADMÉ : How did you know that? : Vader exits without replying. Padmé stares at the door, and shivers. : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY : Vader stops, leaning against a wall outside the cell. He glances back at it, breathing heavier, and clenches a fist tightly. : : EXT. KASHYKK - FEDERATION COMPOUND - DAY : Antilles and his crew load cargo onto the Callisto beneath a camouflaged canopy. Antilles works silently, and Han watches him. Finally, Antilles looks up at the lad sharply. : ANTILLES : Somethin' botherin' you, Solo? : Han lifts a canister onto a conveyor lift, not answering. : ANTILLES : There wasn't anything we could do. We've got our own problems. : HAN : Whatever you say, sir. : Antilles scowls at him, then his mood softens. : ANTILLES : Listen to me, kid, one of the things you gotta learn if you wanna get any older, is that there's a lotta things you'll have to do that you don't wanna. That's just the way it is. Now hurry up and get loaded, huh? I wanna get outta here. : Threepio toddles down the ramp, watching all the activity. He goes to Antilles. : THREEPIO : Begging your pardon, Captain, but you're not really going to leave Mistress Padmé behind, are you? : ANTILLES : Look, there's one thing I don't need, it's grief from a droid. : THREEPIO : Oh, but there must be something we can do to help! : ANTILLES : Well, there isn't, so get over it. Here! : He thrusts a container into the droid's arms. : THREEPIO : Oh, I — eh, certainly, sir. : Antilles stares toward a squad of Clones stationed nearby. He scowls, then calls over to one. : ANTILLES : Hey, buddy, we're done. We'll just — : CLONE TROOPER : Sorry. No one leaves without clearance from Lord Vader. : HAN : Who? What kinda — : Chewbacca growls angrily, several Clones raise their blasters. : CLONE TROOPER : Is there a problem? : Antilles glares at him. The Clone moves away. : HAN : Surprise, surprise. : THREEPIO : My very sentiments, young sir. You know something? I don't believe they intend to allow us to leave at all. : ANTILLES : No kidding. What would we do without you to tell us these things? : THREEPIO : Oh! Well, thank you, I — : Antilles stalks into the ship. Chewbacca growls ominously. : THREEPIO : Hmph! Impossible man! How do you put up with him? : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY : Vader, striding down the hall, suddenly stops, his head up, sensing something. The Dark Lord looks around warily. : : EXT. KASHYKK - FEDERATION COMPOUND - HILLSIDE - DAY : Uniformed Officers and droids, mostly R2 units and service models, move around the compound. Obi-Wan and Artoo crouch in the shelter of some trees and brush on a wooded hillside. Obi-Wan peers through electrobinoculars. : OBI-WAN : It's a Federation set-up, all right. (lowers the electrobinoculars) Looks like they're dug in for the duration. : Artoo beeps a tentative hypothesis. Obi-Wan looks through the electrobinoculars, shakes his head. : OBI-WAN : Uhm. There's a great deal of heavy equipment. So far, it doesn't look promising. : Artoo whistles the electronic equivalent of "You can say that again!" They start moving through the brush. : OBI-WAN : Right. Let's see if we can't get a little — : He ducks down as he suddenly comes upon a Clone sentry standing near his speeder bike. Obi-Wan starts moving through the brush toward him. Artoo swivels his dome and beeps worriedly, then follows. : : INT. KASHYKK - FEDERATION COMPOUND - COMMUNICATIONS ROOM : Vader faces a hologram of Darth Sidious. : VADER : I feel a disturbance in the Force, Master. I believe Kenobi is here. : DARTH SIDIOUS : As I expected. What is it, Lord Vader? What troubles you? Come, my friend, there are no secrets between us. Speak! : Vader turns away, unsure of himself. : DARTH SIDIOUS : What are these conflicts I sense within you? It is more than the arrival of the Jedi. : VADER : I have encountered disburbing feelings, Master. I do not know — : DARTH SIDIOUS : What sorts of feelings? : VADER : I have spoken with Ambassador — Naberrie. : DARTH SIDIOUS : What purpose will that — wait . . . there is more. What are you hiding, Lord Vader? Tell me. : VADER : She . . . she was my wife. : DARTH SIDIOUS : Your — I see. That is past. You must forget her. We will deal with — : VADER : No! I — I do not wish her harmed. She — she cannot hurt us. : Darth Sidious' face becomes cunning. : DARTH SIDIOUS : Of course, my friend. As you wish. What have you told her? : VADER : Nothing, Master. But I believe she has — sensed much. I am confused. I do not know . . . : DARTH SIDIOUS : That will pass, in time. You must put these feelings aside, Lord Vader. They no longer serve you. : Vader nods, still uncertain. Darth Sidious studies him closely. : DARTH SIDIOUS : Do you wish to have her removed? We cannot afford to have this operation compromised, particularly now that Kenobi has arrived. : VADER : I will deal with Kenobi, Master. We have a score to settle. : DARTH SIDIOUS : (cackles dryly) I am certain that you do! But I am troubled by your hesitation. Perhaps you are unable to carry out your duties. : Vader turns to him, then bows. : VADER : You need have no fear, Master. I will do what must be done. : DARTH SIDIOUS : Then go, Lord Vader . . . and prepare a welcome for our guest! : Darth Sidious' evil laughter echoes throughout the room. : : EXT. KASHYKK - FEDERATION COMPOUND - DAY : It's a massive, sprawling edifice patrolled by speeders and Guards on foot, encircled by a twelve foot wall. A Clone and an R2 unit approach the facility on a speeder bike. His i.d. is scanned, and he passes through. : : EXT. KASHYKK - FEDERATION COMPOUND COURTYARD - DAY : The Clone and droid move unhurriedly toward the main building. He glances around, they slip into the building. : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY : The Clone removes his helmet. It's Obi-Wan. Artoo beeps with relief, Obi-Wan shushes him. : OBI-WAN : It appears our information was correct. Find an outlet. : Artoo inserts an appendage into a socket, humming as he processes the data. Obi-Wan glances around. Artoo beeps that he's found something. : OBI-WAN : What is it? (he looks at the terminal screen) Very interesting. These numbers are far less than we were led to believe. (Artoo beeps a puzzled query) I'm not sure. Download this information. : Artoo works as Obi-Wan keeps watch. Artoo suddenly beeps in surprise, then whistles a blue streak. : OBI-WAN : Shh! Shh! What is it? (looks at the display) Padmé! She's here?! But how — never mind — where is she? : A tense moment as Artoo searches the system. Then, he beeps and whistles. : OBI-WAN : Show me . . . (he studies the display tensely) This is a bit too convenient. (off Artoo's reply) No, not in my experience. What's the deactivation code for her cell? (reads the display) Wait here. (Artoo beeps a timid question) You're an R2 unit. No one will look at you twice. Don't worry, I'll be back. : Obi-Wan puts his helmet on, and slips down the hall. Artoo makes a frightened, mournful sound. : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY - DAY : Obi-Wan moves along the modular passage, glancing at the section markings. Several Officers and droids pass him without a glance. : GUARD (OS) : Hey, you — hold it! : Obi-Wan freezes. A Guard in the uniform of the Republic's starfleet approaches him suspiciously. : GUARD : Where are you supposed to be? : OBI-WAN : I'm . . . replacing the guard on the prisoner, sir. : GUARD : It's not change of shift. Let me see your orders. : Obi-Wan hesitates, then casually waves a hand. : OBI-WAN : You don't need to see my orders. : The Guard suddenly looks confused. : GUARD : I — don't need to see your orders. : OBI-WAN : I'm certain you have more important duties to attend. : GUARD : I — have more important duties. : OBI-WAN : And there is no need to remember this indicident. Move along. : The Guard wanders away, dazed. Obi-Wan continues down the hall. : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY : Obi-Wan stops in front of Padme's cell. He looks in through the energy bars at her. She looks up, sees a Clone in the doorway, and looks away. Obi-Wan deactivates the bars. : OBI-WAN : Come with me. : Annoyed, she gets off the cot, moves to the door. As she steps into the hall, she suddenly grabs Obi-Wan's blaster. She aims it at him. : OBI-WAN : I know you're upset with me, but couldn't we talk this over? : Surprised, she reacts as he pulls his helmet off. : PADMÉ : What are you doing here?! : OBI-WAN : I'm not sure, but I think it used to be called a rescue. : PADMÉ : I don't need your help! For all I know, you're in league with these people! What's supposed to happen — I get killed trying to escape? : OBI-WAN : I can't force you to come with me. Nor can I force you to trust me. I do, however, suggest that we postpone any further arguments until we get away. : Padmé looks at him a moment, then she nods warily, making sure her blaster's handy. Obi-Wan leads her down the hall. : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY : They move carefully along the hall. : PADMÉ : So how did you know where I was? : OBI-WAN : I didn't. What are you doing here? : PADMÉ : Still trying to figure out who I can trust. : OBI-WAN : Uhm. Come on. : They dash toward a connecting corridor. : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY : Artoo looks around nervously as Officers and technocrats walk past, talking. He slips into the transmission room. : : INT. KASHYKK - FEDERATION COMPOUND - TRANSMISSION ROOM : Artoo beeps worriedly as he looks around. He turns at a sound behind him — and is zapped by a crackling blue ray. With a startled screech, he goes dead. : : EXT. CORUSCANT - TEMPLE OF THE JEDI - DAY : A female Padawan approaches Mace Windu, and bows. She hands him an information disk. He glances at it, then looks up, concerned. He nods to her, she bows again, and exits. : : EXT. KASHYKK - FEDERATION COMPOUND - CALLISTO - DAY : Antilles, Chewbacca, Han and Threepio watch several Clone squads dash toward the main building. Chewbacca growls, concerned. : THREEPIO : Oh, my, what do you think that's all about? : ANTILLES : I think it's about time we got outta here. : There are three Clones close enough to guard them. Antilles shoots Chewbacca a look. Antilles moves up in front of the Clones, their weapons snap up. Chewbacca grabs them from behind, smashes two heads together. Antilles drops the third with a flip and stomp to the helmet. He looks at Han and Chewbacca. They stare back at him. : ANTILLES : C'mon, let's go. With a little — : Chewbacca growls reproachfully as Antilles heads for the ship. : ANTILLES : Really? You think you can take the rest of those thugs on all by yourself, go right ahead! : Han and Chewbacca exchange a look, then follow him. Threepio, as usual, is in the dark. He reacts with alarm as the ramp begins to rise. : THREEPIO : Oh, my! Wait for me! Waaaait — : He toddles up the ramp as it continues to rise. : : EXT. KASHYKK - FEDERATION COMPOUND - DAY : Several Clones look up as the Callisto lifts off. They fire at it, the shots bouncing off her hull as she speeds away. : CLONE : They won't get through the blockade. Inform Lord Vader. : : INT. CALLISTO - COCKPIT : Han watches as Antilles and Chewbacca fly the ship up over the treeline. : HAN : So now we sneak past their ships and run, like hell, huh? : ANTILLES : Watch your mouth, kid! I don't run from anybody. But I'm not stupid enough to take on an army without gettin' better odds. : Han and Chewbacca exchange surprised looks. Chewbacca lets out a howl of satisfaction as Threepio stumbles in. : THREEPIO : Oh! What? Did I miss something? : : EXT. KASHYKK - RAINFOREST - DAY : The Callisto streaks away over the trees. : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY : Obi-Wan and Padmé move warily through the hall. She carries the blaster, he has his lightsaber, but it's not lit. : PADMÉ : Doesn't this strike you as a little too easy? : Obi-Wan stops, glancing around, concerned. : PADMÉ : What is it? : OBI-WAN : I don't know. I feel something . . . We'd better hurry. : They slip into a connecting hallway, and look around. Across the hall is an access corridor leading outside. : OBI-WAN : There. I think that's the one. But where's Artoo? : PADMÉ : Maybe he doesn't trust you either. : OBI-WAN : Padme — : PADMÉ : Let's just get out of here, huh? : They sprint across the open area. Suddenly, they're surrounded by scores of Clones aiming weapons at them. They stop. Padmé looks at Obi-Wan. : PADMÉ : That's more like it. : Boba Fett steps out into the open. : OBI-WAN : So, I was right, it was a trap. : BOBA FETT : Brilliant. Hand over your weapons. : OBI-WAN : It won't work, you know. : BOBA FETT : Your droid sent a message that will convince them they can catch us off-guard. Or at least they think it did. : Obi-Wan is dismayed to see several Clones shove Artoo forward. Artoo beeps a groggy apology. : PADMÉ : Why do I suddenly get the feeling there never was any Confederacy threat? : BOBA FETT : Very good, Ambassador. A little late, but . . . : Obi-Wan shoots Artoo a glance. Unnoticed by the Clones, several small nozzles slide out of openings in the little droid. : OBI-WAN : Who's behind this? It certainly isn't you, clone. : Boba Fett bristles at the insult. He aims his blaster between Obi-Wan's eyes. : BOBA FETT : Drop your weapons and put your hands up. Now. : Obi-Wan nods to Artoo. Suddenly, the little droid erupts with billowing clouds of thick smoke. : BOBA FETT : What?! : In seconds the smoke obscures visibility, Obi-Wan and Padmé leap into action. Obi-Wan ignites his lightsaber and cuts several of Clones down before they can react. Padmé leaps, twists, dodges, all the while blasting Clones with deadly effect. Several of them shoot at her. : BOBA FETT : Cut them down! Stop — : Obi-Wan erupts out of the smoke on top of him, swinging his lightsaber. Boba Fett barely manages to bring his blaster up — it's shattered by the Jedi's weapon. Boba Fett ignites a lightsaber of his own, battles Obi-Wan with it. Finally, Obi-Wan kicks him aside, and turns in time to deflect shots from Clones, the deflected bolts cutting several of them down. : Padmé rolls across the floor, shooting down several Clones, but these guys aren't without skills of their own. She dives behind a console barely ahead of a shower of laser bolts. She hunkers down as the console is blasted away from around her. : Artoo speeds to her rescue, beeping frantically. He fires a short burst of electricity from one of his appendages, knocking one Clone down, and rolls headfirst into three more, fouling their aim. Padmé pops up and blasts them, then ducks back down again as more laser bolts tear into her shelter. : PADMÉ : Artoo — over here! : Artoo rolls toward her, still spewing smoke. : Obi-Wan flips through the air, dodging, rolling, swinging his lightsaber to deflect and detonate laser bolts. A few slip through, and one grazes his shoulder. : OBI-WAN : Aaaghh — : He spins around and cuts down a Clone charging him from behind. He uses the Force to hurl several more into the walls and equipment. Though their visibility is poor in the smoke, numbers are on their side. : Padmé changes power packs on her weapon, glancing around from cover. A blaster lies nearby, beside a dead Clone. She can hear Obi-Wan fighting for his life. She hesitates a moment, then, taking a deep breath, she rolls across the floor and grabs the gun, and comes up firing. : She flips through the air, blasting Clones. Boba Fett moves on Obi-Wan from behind. Padmé leaps through the air — scissor-kicks a Clone in the head — and shoots Boba Fett's lightsaber, destroying it. : Obi-Wan cuts a swath through the Clones to Padmé and Artoo. : OBI-WAN : Go for the door — now! : PADMÉ : What about — : OBI-WAN : GO!!! : She runs for the door, firing both guns, followed closely by Artoo. Obi-Wan holds up a hand, and a piece of heavy equipment tears loose from its moorings — knocks down several Clones. : Obi-Wan leaps for the door as Boba Fett comes up with a heavy blaster and flies after him, firing a strafing run behind his heels. Obi-Wan dives through the door as the fusillade tears up the doorway behind him. A blast door slams down. : : INT. KASHYKK - FEDERATION COMPOUND - HALLWAY : Obi-Wan rolls to his feet, out of breath. On the other side of the door, Clones fire their blasters. : PADME : You all right? : OBI-WAN : That door won't hold them for — uhh — : Obi-Wan staggers back, hit by a wave of psychic force. Padmé skids to a stop. Artoo makes a small, frightened sound. They face Darth Vader, flanked by dozens of Clones, all aiming weapons at them. Vader's lightsaber is lit. Obi-wan manages to shake it off with difficulty. Vader steps forward. They edge back. : VADER : Welcome, Obi-Wan. I am pleased that you could join us. : Obi-Wan stares at Vader, not believing what his senses tell him. : VADER : Surrender, and you will be spared . . . for now. If not . . . : More Clones move in from all sides, their weapons aimed at Obi-Wan, Padmé and Artoo. : OBI-WAN : . . . you . . . I couldn't believe — : VADER : The Dark Side protected me. You should not be surprised, though I doubt you can imagine its power. : PADMÉ : Who . . . are you? : Vader looks at her, and seems to be momentarily flustered. Padmé stares at him, and he looks away. The blast door raises, and Boba Fett and the other Clones move up beside them. : PADMÉ : Obi-Wan . . . : OBI-WAN : Why don't you tell her? : VADER : Take their weapons. : Clones move in and disarm them. : OBI-WAN : Go on. What are you afraid of? : VADER : I am Lord Darth Vader. Knight of the Sith, and your nemesis, Jedi. : PADMÉ : So do you kill us now? : Vader seems troubled by this. : BOBA FETT : Very astute, Ambassador. : He raises his weapon. Padmé moves closer to Obi-Wan, and Vader notes this with a pang of . . . jealousy? : VADER : They will remain alive. For now. : BOBA FETT : He is too dangerous! Lord Sidious — : Vader suddenly shoots out a hand, grabs Boba Fett by the throat, and lifts him off the floor. Boba Fett gasps for air as Vader squeezes, his massive frame trembling with rage. : VADER : Do not seek to anger me, clone! I am in command here! : Boba Fett, all but dead of asphyxiation, is forced to nod desperately. After a moment, Vader drops him to the floor. Padmé stares in fear up at the Dark Lord. Vader turns, strides away. : The Clones march them off as Boba Fett gets to his feet, still gasping. He stares after Vader. : : EXT. CORUSCANT - GALACTIC SENATE BUILDING - MAIN ENTRYWAY - DAY : Hundreds of Senators, Aides, Federation types, and others move in and out of the towering entryway. : : INT. CORUSCANT - GALACTIC SENATE BUILDING - PALPATINE'S OFFICE : Mace Windu stands quietly watching Palpatine's reactions, as he studies a holographic image projected above the table. It shows particulars of the Kashyyk operation. Palpatine turns to Mace Windu, greatly troubled. : PALPATINE : You were right to come directly to me, Master Windu. If this fell into the wrong hands . . . : MACE WINDU : I believe that if we act quickly, we can diffuse this situation, Mister President. : PALPATINE : Quite so. Quite so. And yet . . . : He sits down, frowning, troubled. : MACE WINDU : I understand your reticence. But we know the Sith are there. We can finally confront them and their troops. : PALPATINE : You're certain of their involvement in this? : Mace Windu nods solemnly. Palpatine considers a moment. : PALPATINE : We must proceed with care. The slightest misstep could be disastrous. : MACE WINDU : I am aware of that, sir. Don't worry. : PALPATINE : Then . . . may the Force be with you. : Mace Windu nods, and exits. When he's gone, a sly smile creeps across Palpatine's face. : : EXT. KASHYKK - RAINFOREST - DAY : Antilles, Han, Chewbacca and Threepio climb a lush, forested slope. They stop and look around as exotic winged creatures take flight, startled by their presence. : ANTILLES : Phew! Is it much farther? : Chewbacca sniffs the air, then growls a warning. : THREEPIO : Oh! Oh, my! Captain, he says that there are Clone Troops ahead! We — : ANTILLES : Pipe down! I heard 'im. I speak the lingo, y'know. : He follows Chewbacca. Threepio reacts huffily. : THREEPIO : Well! There's certainly no need to be rude. If you don't need my help, just say so. : HAN : We don't need your help. : THREEPIO : Well, I certainly don't see why not! After all, I am fluent in over six million forms of communication, you know, and . . . : And on, and on, as they disappear into the forest. : : EXT. KASHYKK - RAINFOREST - DAY : Antilles, Han, Chewbacca and Threepio climb a wooded hill toward an ancient temple. : : INT. KASHYKK - TEMPLE OF THE ELDERS - DAY : They enter, awed by the huge temple and its strange, carved idols. : ANTILLES : Well, where are they, Chewie? : Chewbacca growls something impatiently. : HAN : Hey, are you sure they'll help us? : THREEPIO : Are you certain they will be able to tell the difference between us and those horrid clones? I don't mind telling you, I don't wish to end up — : Chewbacca begins howling in a most unsettling manner. : THREEPIO : Oh! Oh, dear! Good heavens! Must you? : They look around with growing unease, as the sound reverberates through the alien acoustics of the temple. Antilles grimaces when Chewbacca finally stops, and nothing happens. : ANTILLES : Nice. So all we have to show for our trip is an earache. : HAN : Uh, not quite . . . : As they watch, Wookies begin to appear, seemingly out of the wood and rock of the temple itself. Hundreds of them: male and female, young and old, reddish, silver, blonde and gray furred. Chewbacca growls a greeting to three Wookie Elders standing atop a strangely-shaped structure. After a moment, they howl back. : HAN : Whoa . . . I sure hope they're on our side. : ANTILLES : You'n me both, kid. How about it, Chewie? : Chewbacca begins a rather complicated conversation with the Wookie Council, a howling exchange that's joined by other Wookies on a seemingly random basis. : HAN : Whew! Can you follow any of that? : THREEPIO : Certainly! After all, I remind you that I am fluent in over six mill — : ANTILLES : What the hell are they sayin'?! : Threepio jumps, then listens intently. He reacts, worried. : THREEPIO : Oh . . . well, they seem to believe we are responsible for the invasion. And they're not terribly happy about it, I tell — : ANTILLES : Chewie, didn't you tell 'em we had nothin' to — : Chewbacca growls testily. : ANTILLES : Well, I'm sorry! (to the Elders) Look, I'm — : Several Wookies growl warningly at him. He jumps back. : ANTILLES : Okay, no problem. Look, tell 'em that we're sorry this happened, but we're all in the same boat here. : HAN : Yeah. Tell 'em we're willin' to do what ever we can to help. : Chewbacca howls a translation to the Elders, who listen, occasionally howling back. : THREEPIO : Oh, my . . . I don't think they believe us. : ANTILLES : C'mon, let's keep a positive attitude here. : THREEPIO : All right. They positively don't believe us. : HAN : Well, the fact they didn't rip us to shreds yet is a pretty good sign. : THREEPIO : Somehow, that's not very reassuring. (he listens, reacts, alarmed) Oh, my! : ANTILLES AND HAN : What? What?! : THREEPIO : It seems the clones have taken to using Wookies for target practice when they get bored! : ANTILLES : That's not good. Chewie — tell 'em — tell 'em that if we have to, we're willin' to pay for whatever losses they've suffered. : HAN : Captain — : THREEPIO : Oh, my, sir, perhaps you'd better let me — : ANTILLES : Shaddap! Go ahead, Chewie. : Finally, after a particularly hectic exchange of howls and screeches, Chewbacca turns to them. They look up at him, hope mingled with the expectation of being torn limb from limb at any moment. They look at Threepio, who appears surprised. : ANTILLES : Well?!? : THREEPIO : It's amazing. I believe they have decided to — : Chewbacca throws his head back and howls. The Head Wookie Elder does likewise. One by one, the others take up the cry, creating a deafening cacophony that causes the non-Wookies to cover their ears. : HAN : (grins, yells) How did you know? : ANTILLES : I didn't. I just couldn't think of anything else. : : INT. KASHYKK - FEDERATION COMPOUND - HOLDING AREA : Obi-Wan, Padmé and Artoo are in a metal cell with one cot, and energy bars across the door. Padmé paces, Obi-Wan sits quietly, cross-legged. Artoo beeps and whistles to himself. : OBI-WAN : Worrying won't help. You should try and clear your mind. : PADMÉ : Oh? And how the hell do I do that? : OBI-WAN : By remaining focused upon the present moment. : She glares, then sits down next to him. : PADMÉ : All right. Who is Vader? You know him, don't you? : OBI-WAN : Don't ask me any more questions, Padmé. I've damaged enough lives for now. : She studies him closely, then her attitude softens. : PADMÉ : I've been blaming you for Anakin's death, without hearing your side of it. You were his friend. : Obi-Wan looks away from her, unable to deal with this. : PADMÉ : I just . . . Anakin and I . . . I'm going to have his child . . . children. : Obi-Wan reacts with a mixture of happiness and alarm. He glances around to make sure they're alone. : OBI-WAN : That's good news . . . and bad. Does — did Anakin know? : PADMÉ : I don't think so. I . . . I hadn't told him yet. : OBI-WAN : That may be for the best. : PADMÉ : Why? I don't understand. : OBI-WAN : Let's just say it's something we should keep quiet for now. : PADMÉ : Vader? When I look at him — I'm not sure what it is I feel. Frightened — but also — there's something almost — familiar about him. Does that make any sense? : Obi-Wan looks at her a long moment. He reaches out, gently pulls her closer, she leans against him gratefully. : OBI-WAN : Padmé, I . . . I haven't told you the whole truth — : VADER (OS) : Then perhaps it is time that you did. : Artoo beeps suddenly, and they jump up, tense. Vader stands in the doorway. He deactivates the bars, enters the cell. Padmé looks anxiously from one to the other. Vader and Obi-Wan stare at each other, the room charged with tension. : OBI-WAN : No. You must tell her. : Vader contemplates this. He steps toward Padmé. She instinctively backs away, and he stops, hurt. : VADER : Anakin Skywalker is not dead. (as she stares at him with growing foreboding) I am Anakin Skywalker. : Padmé gasps in shock — her eyes dart to Obi-Wan — and she sees the truth of it in his face. She shakes her head, then starts forward hesitantly. She faces Vader . . . then she slowly reaches out a trembling hand . . . touches his breath mask. : Vader shudders as if a powerful current had just run through him. Obi-Wan watches tensely, and Artoo beeps with concern from his corner. : PADMÉ : Oh my god . . . Anakin . . . : Slowly, tearfully, then with greater conviction, she moves to Vader — and hugs him tightly. The effect is profound . . . for a moment he stands, rocked to the core . . . unsure of how to react. Then, very tenderly, he begins to hold her . . . and stroke her hair as she sobs softly. : Obi-Wan watches with deep concern. : : EXT. CORUSCANT - TEMPLE OF THE JEDI - BALCONY - NIGHT : Mace Windu walks along the majestic span toward a small, green figure. Yoda leans heavily on his walking stick, looks up as Mace Windu stops beside him. : YODA : Done, is it? Committed, are you? : MACE WINDU : Yes. : YODA : Then, go with you I must. : MACE WINDU : You can't. You're dead, remember? : YODA : All of our strength will we need. Powerful and dangerous this new Sith is. : MACE WINDU : And if they should win? : Yoda shudders, troubled by this. : YODA : That they must not! : MACE WINDU : It is possible, Master Yoda. Then . . . (smiles ruefully) . . . no more Jedi will there be. : Yoda smiles at the gentle teasing. Finally, he nods sadly. There's a tear in his eye. : MACE WINDU : Have you been able to see any of it? : YODA : Clouded and uncertain it is. Blocked by something. Help you further, I can not. Though much does it pain me. : Mace Windu puts a hand on Yoda's shoulder. : MACE WINDU : You must return to Dagobah. The Sith believe you destroyed. That is our ace. : Yoda sighs, nods sadly. He seems older, more tired. : MACE WINDU : It would seem you were right about the boy, so many years ago. We should have heeded you. : Yoda shakes his head sadly, sighs again. : YODA : No different would it have been. Only sooner would the Dark Side have found him. No. No right or wrong is there, Master Windu, already know you that. Only choices . . . always, only choices. : They gaze out across the endless city for what they feel will be the last time. : : INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - NIGHT : Mace Windu joins Plo Kloon at the front of the hall. There are about one hundred Jedi present, many races and species, facing the two Masters. One by one, they ignite their lightsabers, and raise them solemnly overhead. The vast chamber blazes with the glow of their weapons as they prepare for their greatest battle. : : EXT. TEMPLE OF THE JEDI - NIGHT : Several large transports and smaller ships rise from the landing platforms around the mighty temple. They roar up into the sky. : : INT. JEDI TROOPSHIP - BRIDGE : Mace Windu sits calmly in the center command seat, facing the forward view port. The Jedi crew works at their stations. : : INT. JEDI STARSHIP - COCKPIT : Plo Kloon rides shotgun, with ROBN RINGO, a female Jedi with red skin and opaque eyes at the controls. : : EXT. SPACE - CORUSCANT STAR SYSTEM : The Jedi fleet leaves Coruscant, and one by one, blazes into lightspeed. : : EXT. SPACE - PLANET LAVIKOS : It's little more than a large asteroid covered with small settlements. Smaller asteroids share its orbit around a colorful, ringed gas giant. : : EXT. LAVIKOS - SURFACE SETTLEMENT - NIGHT : It's a loose conglomeration of bunkers, modular units, and grounded starship hulks. : : INT. LAVIKOS - DOCKING BAY - SPACE : The stars can be seen through the rocky archways, as SH'I JOVITA, a robed, blue-skinned, six-eyed female Jedi prepares to board a ship. She glances back at several similar beings, adults and children. There's a moment of silent goodbyes, then Sh'i Jovita steps onto the ship. : It lifts off, speeds away from the asteroid. Her clan watches tearfully. : : EXT. UTAPAU - PAINTED VALLEY - NIGHT : BI-THU-KAMARA, a reptilian Jedi, rides a shaggy, multi-legged Spokka toward a ship on the colorful plain. INDYS SECORA, a tall, slender Jedi with pale yellow skin, four arms, a long, mournful face and eyestalks, emerges from the ship. Bi-Thu-Kamara dismounts, they clasp arms, enter the ship. The hatch slides shut, and the ship lifts off. : : EXT. SPACE : A dozen Jedi starships zip past on their way to rendezvous at Kashykk. : : INT. JEDI STARSHIP - COCKPIT : ZEV KO'HARU, a fearsome-looking, furry Simba, pilots the ship as LIM GANDARA, a golden-skinned humanoid Jedi rides shotgun. In the dozen seats behind them are more Jedi, robed, grim, silent. : : EXT. SPACE : The Jedi ships streak away and are lost in the distance. : : INT. CORUSCANT - GALACTIC SENATE CHAMBERS - NIGHT : Thousands of Senators and Aides wait breathlessly as President Palpatine slowly rises to take his place on the lit, elevated area in the center. : PALPATINE : It has become my unfortunate duty to inform you all . . . of grave treachery that has befallen the Republic. We have learned that there is an alliance between the Jedi, and the Confederacy of Independent Systems. Even now, they gather together, plotting to launch a war against us . . . for control of the systems. : The vast chamber erupts in dismay. : MAS AMEDDA : What will this mean to our home worlds, President Palpatine?! A war — : NUTE : Yes! Such a catastrophic alliance — : PALPATINE : There is no need for panic. Swift measures have been implemented to combat this heinous betrayal of our trust. : BAIL ORGANA : What do you mean?! : PALPATINE : Even now, our armies are enroute to engage them. By moving swiftly, we will contain the threat — and bring it to a swift, and final end. : BAIL ORGANA : Who authorized — : PALPATINE : I took that onerous task upon myself, Senator. I felt that, for the good of the Republic, it had to be done. : MON MOTHMA : This is in direct violation of protocol, Mister President! There is no — : Senators and Aides rise to their feet, and begin to cheer and applaud Palpatine. Bail Organa and Mon Mothma are unable to make themselves heard above the tumult. Palpatine smiles. : : EXT. KASHYKK - FEDERATION COMPOUND - DAY : Padmé and Vader stand upon a terrace. Below, troops prepare for seige. Padmé turns from them to look at Vader in dismay. : PADMÉ : Why, Anakin — help me to understand why you're doing this? : VADER : We must each fulfill our destiny. : PADMÉ : This isn't your destiny! It can't be! Can't you see — they're using you! Whoever these Sith are — they're using you! : VADER : It was the Jedi who used me — : PADMÉ : You can't really believe that. If it wasn't for them, you'd still be — they helped you. : VADER : This is pointless. Perhaps Master Sidious was correct after all. : PADMÉ : Is there nothing left of who you were? Have you really changed so much that you can't see that what you're doing — what you're going to do — is wrong? : He looks at her for a long moment. Padmé hugs herself and shivers. Vader moves to her, and she allows him to hold her, as she looks up at the grotesque breath mask. : PADMÉ : Take that off, let me — : Vader pulls away from her, shaking his head. : PADMÉ : Why? : VADER : I do not wish you to see what I have become. : PADMÉ : Anakin . . . let me help you. Leave here with us. Come back to the Jedi — : VADER : That is not possible. It is too late. : She looks at him a long moment, trying hard to see the man that she loves beneath the frightening facade. : PADMÉ : What will happen now? : VADER : That is up to you. : PADMÉ : And Obi-Wan? : Vader turns away angrily. : VADER : Obi-Wan must die! But you may be permitted to . . . to remain with me, if that is what you wish. : PADMÉ : How could I remain with what you've become? What I see you becoming? : VADER : Then you join our enemies? : PADMÉ : "Our enemies"? Yes, I suppose that if you truly choose this path . . . then you've made my choice for me. : For a moment, they are both silent. : VADER : As you wish. I sense . . . there is something else? : PADMÉ : No. There is nothing else. : : EXT. SPACE - KASHYKK SYSTEM : The Jedi fleet moves toward the Wookie homeworld. There's no sign of the Federation battle ships. : : INT. JEDI TROOP SHIP - COCKPIT : Mace Windu stares at the scopes as they begin their approach. He glances up, straining with his senses to see what he can detect. : : EXT. SPACE - KASHYKK : The Jedi fleet drops down toward the planet's surface and cloaks. : : EXT. KASHYKK - FEDERATION COMPOUND - HOLDING AREA : Obi-Wan looks up as the energy bars deactivate. Padmé enters, Vader remains in the doorway. She turns and looks at him, then walks to Obi-Wan and Artoo. Obi-Wan is concerned, she gives him a reassuring look. : VADER : It will soon be over. You are about to witness the end of an era long overdue to pass into extinction. : OBI-WAN : You can never crush all resistance. Even your master must know this, Anakin. : VADER : (looks at Padmé) That name . . . means nothing to me now. : Padmé doesn't look at him. : OBI-WAN : I believe it still does. : VADER : You are mistaken. You — : OBI-WAN : It is who you truly are. You are Anakin Skywalker, Jedi knight, not this dark abomina — : He begins gasping for air, holding his throat. Padmé looks at him in a panic, then at Vader, who's holding his hand up, slowly tightening it into a fist. : PADMÉ : Stop it! Stop it! : She tries to help Obi-Wan, but nothing she does has any effect. She turns to Vader, frightened, angry. : PADMÉ : Stop it — Lord Vader! Let him go — Please! : Vader releases Obi-Wan, who falls to his knees, gasping. Padmé kneels beside him, concerned. She glares at Vader, who continues to watch them impassively from behind the fearsome breath mask. : PADMÉ : I have no more doubts. Anakin Skywalker is dead. : Vader looks down at them. : : INT. KASHYKK - UNDERGROUND TUNNEL : Han, Antilles and Threepio move through a network of tunnels, surrounded by dozens of heavily-armed Wookies. They reach a nexus of tunnels, and the large force splits up, heading down each tunnel. : : INT. KASHYKK - FEDERATION COMPOUND - COMMUNICATIONS ROOM : Boba Fett faces a hologram of Darth Sidious. : DARTH SIDIOUS : Are you certain of this? : BOBA FETT : Kenobi is still alive, and there's something brewing between Lord Vader and the girl. I don't like it. : DARTH SIDIOUS : Nor do I. The Jedi should even now be preparing to strike. That is of the first importance. When they have been destroyed, kill the Ambassador. : BOBA FETT : What about Lord Vader? : DARTH SIDIOUS : I will deal with Lord Vader. : Boba Fett bows. : : EXT. KASHYKK - FEDERATION COMPOUND - COURTYARD - DAY : Federation transports move into the compound through the open gates. The Jedi leap out, taking the startled Officers by surprise. They raise their hands as they're surrounded. : MACE WINDU : Take them to a holding area. We will — : Suddenly, the compound's huge gates SLAM shut. They freeze, realizing it's a trap. From out of the compound, on the roof, out of wall emplacements, and on hovering platforms from the surrounding woods swarm hundreds of Clones. The Jedi brace themselves to fight. : Vader and Boba Fett appear on the compound roof, looking down on them. : VADER : We have been expecting you. : They are surrounded, outnumbered, outgunned. : BOBA FETT : Time to settle up, Jedi. : Mace Windu stares up at him coldly. Boba Fett raises his weapon and aims it at him. Vader stops him from firing. : VADER : Not yet. We must wait for the guests of honor to join us. : Obi-Wan, Padmé and Artoo are led out into the courtyard. Mace Windu nods to Obi-Wan. : OBI-WAN : I'm afraid we've been misled from within. : MACE WINDU : Yes. This could only have been orchestrated by someone completely above suspicion. Someone we would trust unquestioningly. : VADER : Yes. The Master of the Sith has been among you all along. Lord Darth Sidious — is President Palpatine. : Padmé gasps in shock. : PLO KLOON : How could we not have seen this? : VADER : You have seen what you chose to see. Your unthinking trust was your undoing. Throw down your weapons. : OBI-WAN : I don't think so. : Boba Fett glances at Vader. : VADER : You are outnumbered a hundred to one, by the deadliest troops ever created. I offer you a merciful end. : OBI-WAN : Many thanks. But if it's all the same to you. . . : Vader looks over the trapped Jedi. They all nod assent. Vader takes out Obi-Wan's lightsaber and contemplates it a moment, then tosses it down to him. : VADER : As you wish. : The Jedi ignite their weapons and stand, facing their foes in a hopeless battle. : BOBA FETT : That suits me just fine. : He ignites his jetpack, and hurtles toward Mace Windu. Mace Windu crouches, but is hurled aside by Vader using the Force. Obi-Wan keeps him from going down. Mace Windu is dazed. They both look up at Vader. : OBI-WAN : He'll use the Dark Side to handicap us. : PLO KLOON : Then we'll make it as costly for him as possible. : Clones move in on them, firing. Jedi use their weapons to deflect the blasts, but there are far too many. Several Jedi fall, wounded. Vader uses the Force to hurl Jedi warriors around, leaving them susceptible to attack. : PADMÉ : This isn't fair! An — Lord Vader — : VADER : It is what they have chosen. It is more than they deserve. : Padmé watches helplessly as more Jedi fall under the relentless barrage. In moments, scores of them lie on the ground. It's no contest. : Suddenly, Threepio's head appears above the top of the wall, waving cheerfully at the melee below. : THREEPIO : Yoo-hoo! Oh, yoo-hoo! I say — that's hardly sporting. : Vader looks up in surprise, reacting as the remnants of a memory flash over him. : VADER : What . . . ? : The battle has come to a momentary halt, as everyone looks up at the golden droid. Artoo whistles in surprise. : OBI-WAN : Threepio. : On the other side of the wall, Threepio balances on a precarious Wookie ladder. : OBI-WAN : Get ready! : Mace Windu and Plo Kloon look at him, then also assume defensive stances. Threepio ducks out of sight. : VADER : Fetch the droid. : The gates slide up, and six Clones start out — there's a sudden, ear-splitting howl! From concealed pits in the ground — hordes of Wookies erupt, their fangs bared, their laser crossbows blazing. : VADER : What?!? : He starts forward as the howling tide surges into the courtyard, mowing down the surprised Clones. : OBI-WAN : Now! : The Jedi leap to the attack. The startled Clones are caught between the two powerful forces. : As the Wookies surge in, laser blasts whine and ricochet around the smoke-filled space. Lightsabers flash — there are snarls and screams. Chewbacca plows through a dozen Clones, howling and blasting them to ribbons. He reaches Obi-Wan who cuts down several Clones. : OBI-WAN : Padmé — get her out of here! : Chewbacca howls and charges through the Clones toward Padmé. She's grabbed up a blaster, and is mowing down Clones. : Vader leaps down from the roof, and lands in the middle of the fight. He ignites his weapon and attacks — several Jedi and Wookies fall. Mace Windu starts toward Vader, but Boba Fett fires at him, and Mace Windu is forced to defend himself. : As Vader reaches Padmé, Obi-Wan flips through the air and lands in front of him. Chewbacca grabs Padmé. : OBI-WAN : Go! : PADMÉ : No, I — : OBI-WAN : GO!!! : Vader and Obi-Wan clash in an incredible display of combat skill. Padmé watches, concerned. Chewbacca tugs at her arm. : PADMÉ : No! I can't leave! : Chewbacca growls his annoyance, and slings her up over his shoulder. He sprints toward the gate, followed by Artoo, but is cut off by another Clone squad. Indys Secora and several Jedi leap in to battle them. Bi-Thu-Kamara wields three lightsabers — one in each hand, and one gripped by his tail. Chewbacca dashes out the gate, past Threepio. : THREEPIO : Oh, oh, my! Wait! That's gratitude for you! Wait for meeeeeee! : Artoo beeps cheerfully at him as he rolls past. : Obi-Wan and Vader's battle takes them toward heavy equipment at the side of the compound. They leap atop it, all the while fighting fiercely. : Mace Windu fights Boba Fett, who wields two lightsabers in an attempt to slay the Jedi Master. He smashes Mace Windu's weapon out of his hand. Mace Windu leaps clear, and as he rolls away, he snatches up two double lightsabers and ignites them. He uses them expertly to battle Boba Fett and simultaneously deflect other Clones' laser bolts. : The battle is fearsome, and the Jedi and Wookies manage to kill a large number of Clones, but they're vastly outnumbered, and more of them begin to fall. : Vader and Obi-Wan battle savagely. Obi-Wan finds his skills severely tested by his former pupil as they leap up to the roof, slashing and parrying. : : EXT. KASHYKK - FEDERATION COMPOUND - ROOFTOP - DAY : Obi-Wan lands on the roof near an opening, Vader uses the Force to knock him into it. Vader gestures, and a transformer hurtles in — there's a deafening EXPLOSION — but Obi-Wan leaps straight up out of the opening. : : EXT. KASHYKK - FEDERATION COMPOUND - DAY : Robn Ringo stands atop the wall, her lightsaber held high. A squad of speeder bikes hurtles at her. Her weapon accounts for most of them — but as she spins to meet another attack — a Clone manages to hit her with a shot from a heavy blaster. : Mace Windu slashes Boba Fett's weapons to scrap, and uses the Force to hurl him across the courtyard. Mace Windu battles several Clones, using two double-bladed lightsabers. As he cuts the last of his foes down, a laser bolt strikes his shoulder. : MACE WINDU : Aaaaahhh — : He turns as Boba Fett streaks toward him, firing a fusillade of deadly blasts. Though wounded, Mace Windu deflects all the shots, hitting several Clones. The two warriors face each other as the battle rages around them. : : EXT. KASHYKK - RAINFOREST - DAY : Chewbacca sprints through the woods, Padmé slung over his shoulder. Threepio trundles along behind, trying to keep up. : PADMÉ : Let me — stop! Put me down! Let me — : A laser blast EXPLODES in front of Chewbacca sending him sprawling. A towering SPIDER WALKER, an armored assault vehicle on six jointed metal legs, stands over them. The round turret locks on Padmé, Chewbacca and Threepio. As they tense — the walker suddenly EXPLODES into shrapnel! : The Callisto lowers into sight, firing at Clones on speeder bikes, open transports, and a couple of spider walkers. Padmé and Chewbacca look up to see Antilles give them a thumbs-up from the cockpit. In the gun turrets, Han and the crew fire at attacking speeders. : : EXT. KASHYKK - FEDERATION COMPOUND - COURTYARD - DAY : Jedi and Wookies are falling under superior numbers. Mace Windu and Boba Fett fight fiercely, Mace Windu using his two weapons to deflect Boba Fett's attacks. As Boba Fett soars overhead, Mace Windu hurls one lightsaber up — it slices through Boba Fett's side, destroying his jetpack. : BOBA FETT : Aaaaaagggghhhh — : He crashes down in the woods as more Clones dash in to attack Mace Windu, who uses his remaining weapon to cut through their ranks. : : EXT. KASHYKK - FEDERATION COMPOUND - ROOFTOP - DAY : Obi-Wan and Vader wail away at each other. They move onto a portion of the roof weakened by the explosion earlier — the roof gives way — : : INT. KASHYKK - FEDERATION COMPOUND - MAIN BUILDING : — and they crash down amidst some heavy equipment. As they get to their feet, Vader attacks savagely with lightsaber and the Force, hurling machinery at Obi-Wan. : Obi-Wan manages to deflect some of the missiles, but several slam into him, knocking him through the air. Vader strides after him, the room echoing with his BREATHING. He lifts a massive module with one hand. : VADER : It is useless to resist, Obi-Wan. : He hurls it at the battered Jedi, who uses the Force to leap out of the way. But an instant later, Vader is upon him, slashing viciously, driving him back, keeping him off-balance. : OBI-WAN : I don't want to fight you, Anakin — : VADER : You have little choice in the matter. : OBI-WAN : Let me help you . . . there's still time — : VADER : As you did on Tartarus? : OBI-WAN : What happened there was not my doing. I tried to warn you. : Vader wavers a moment, victim of the tremendous battle within. Then he renews his attack. Obi-Wan settles in grimly to defend himself. : : EXT. KASHYKK - RAINFOREST - DAY : Padmé, Threepio and Chewbacca run to the Callisto. Antilles leans out the cockpit window. : ANTILLES : Step it up, will ya? : Several EXPLOSIONS hit nearby. One hits Threepio, blowing off one of his legs below the knee. He howls in terror. Padme fires at their attackers as Chewbacca drags Threepio into the ship, but Padmé looks back toward the compound. : ANTILLES : For cryin' out loud — : PADMÉ : We have to go back and help! : Chewbacca howls at her from the hatchway. : PADMÉ : All right, I'll go myself. : She starts back toward the compound. : ANTILLES : Wait! Wait! : She looks back. : ANTILLES : (grumbles) Ahhhh, all right, all right . . . get in. : Padmé searches his face, then dashes into the ship. The Callisto rises up, and blasts a spider walker. : Several spider walkers stride through the jungle. One fires at a group of fleeing Wookies. As it reaches a dense stand of towering sequoia-like trees, fifty Wookies appear in the branches, firing laser crossbows. : The spider walker shoots back, killing several Wookies. It suddenly steps into the Wookie version of a Burmese Tiger Trap — and is impaled on huge, sharpened spikes. One pierces the round turret, which EXPLODES. : Jedi and Clones engage in fierce hand-to-hand and lightsaber combat through the woods. Sh'i Jovita leaps from a high branch, into the back of a speeder containing ten Clones. She decimates them with her lightsaber, then leaps out. The speeder hurtles on, and EXPLODES after crashing into a spider walker. : : EXT. KASHYKK - FEDERATION COMPOUND - COURTYARD - DAY : Plo Kloon cuts down several Clones. Clone, Jedi and Wookie bodies litter the courtyard all around him. He dodges several laser bolts, then his foot slips on a Jedi body. He stumbles — and is blasted through the heart. : Mace Windu is one of the last Jedi left standing. He's tiring, surrounded by dozens of Clones. He stops, seeming to slump in exhaustion. The Clones fire, and Mace Windu spins like a dervish — his double-bladed weapon deflecting laser bolts everywhere. : He limps clear, and sees the Callisto flying toward the compound. He battles his way over to the blue-skinned Sh'i Jovita, and the reptilian Bi-Thu-Kamara. : MACE WINDU : Go for the ship . . . : They fight their way toward the descending Callisto. Two spider walkers emerge from the jungle and fire at the freighter. : : INT. CALLISTO - COCKPIT : The blasts rock the ship. : ANTILLES : Whoa! Hey! Whoa! : Chewbacca roars something back to Han — : : INT. CALLISTO - GUN TURRETS : — seated in the rotating turret. He looks around desperately, as more pounding shakes the ship. : HAN : Where?!? Where?!? I can't see 'em — : A blast almost shatters the canopy and he ducks. : : EXT. KASHYKK - RAINFOREST - DAY : Sh'i Jovita dashes between one spider walker's legs. She slashes through two of them — the machine becomes unbalanced — and falls — : MACE WINDU : JOVITA!!! : A laser bolt from the second spider walker knocks her down. The disabled machine crashes down on top of her and EXPLODES. Mace Windu looks at it, stricken. Han nails the second walker, and it EXPLODES. Bi-Thu-Kamara grabs Mace Windu's arm. : BI-THU-KAMARA : Master! Go — : A blast cuts him down. Mace Windu looks up — Boba Fett faces him in an open speeder, its twin guns aimed at the Jedi. : : INT. CALLISTO - COCKPIT : Antilles and Padmé see what's happening. : PADMÉ : Master Windu! : ANTILLES : He's too close! We'll — : : EXT. KASHYKK - RAINFOREST - DAY : Mace Windu faces Boba Fett, his weapon held ready. : MACE WINDU : Help Obi-Wan. (looks quickly at Padmé) You are the last hope. : With a shout he leaps toward Boba Fett — who fires. Astoundingly, Mace Windu slashes his way through the powerful bolts. As he reaches the cockpit, Boba Fett whips up a blaster and shoots Mace Windu point-blank. The Jedi Master's body is hurled back into the trees. : : INT. CALLISTO - COCKPIT : ANTILLES : Son of a — : : EXT. KASHYKK - RAINFOREST - DAY : The Callisto pivots and Han blasts Boba Fett's flier out of the air. It smashes to the ground. : : INT. CALLISTO - COCKPIT : HAN : (over comlink) Get closer! Lemme — : PADMÉ : No! Obi-Wan! : Antilles hits the lift controls. : ANTILLES : Chewie — maximum lifters! (to Padme) Hang on! : : EXT. KASHYKK - RAINFOREST - DAY : The Callisto hurtles toward the compound. A moment later, Boba Fett drags himself painfully out of the wreckage. : : INT. KASHYKK - FEDERATION COMPOUND - MAIN SECTION : Obi-Wan backs out onto a catwalk platform. Vader follows. Obi-Wan is exhausted, wounded, breathing heavily. Vader presses him back relentlessly. At the edge, Obi-Wan's foot slips, he almost falls over into a deep pit. : VADER : It is over. You are beaten. : OBI-WAN : No. Even if you destroy me, you won't win. : VADER : You are the last of the Jedi. With your death, they will cease to exist. : He moves forward. They battle briefly, and Obi-Wan's knocked over the side. He flips onto another ledge, and dashes into a corridor. Vader follows, unhurried. : : EXT. KASHYKK - FEDERATION COMPOUND - ROOFTOP - SUNSET : Obi-Wan runs from a score of Clones who fire at him. He's hit in the leg, but manages to keep going onto the roof. The Clones surround him as Vader slowly ascends the steps. Obi-Wan faces them grimly. : OBI-WAN : We believed you were our greatest hope. The one who would bring balance . . . : VADER : I have. In the only way possible. Prepare to meet the Force, Obi-Wan. : He raises his lightsaber — brings it down — and a powerful laser blast deflects it, knocking Vader aside. Obi-Wan looks up to see the Callisto dropping toward the roof, its hatch open. : PADMÉ : Jump! : Obi-Wan, with a final, monumental effort, runs and leaps for the ramp — as the Clones fire. Han cuts them down with the ship's guns, Chewbacca fires from the hatchway, as Obi-Wan falls short. : Padmé lunges out and grabs his hand. They teeter above the courtyard in a reprise of the scene on Tartarus — until Chewbacca appears and pulls them both in. : Vader looks up as the Callisto streaks up into the sky, followed by parting shots from the Clones in the courtyard. : : EXT. KASHYKK - FEDERATION COMPOUND - COURTYARD - SUNSET : Vader looks over the smoking, bloody battlefield. He strides among the slain, breathing deeply, and a dark aura glows around him, as if he were soaking up their psychic energy. He looks skyward. : : EXT. SPACE - CALLISTO : It speeds through space. : : INT. CALLISTO - SLEEPING QUARTERS : Padmé helps Obi-Wan to a bunk. He looks like Hell. As she eases him into it, Han appears in the door, grinning. Obi-Wan manages an exhausted grin before collapsing. : : EXT. SPACE - CALLISTO : She streaks into hyper-space. : : INT. CORUSCANT - GALACTIC SENATE - PALPATINE'S QUARTERS - NIGHT : A hologram of Vader kneels at Darth Sidious' feet. Darth Sidious sits in a high-backed, throne-like chair, shrouded in shadow. : VADER : It is done, My Master, the Jedi are no more. Their fire has gone out of the Universe. : DARTH SIDIOUS : Well done, Lord Vader. Your training is almost complete. But, I sense that there is still one left, is there not? : VADER : Kenobi. I will destroy him personally, Master. I have sworn it. : DARTH SIDIOUS : He used the woman to play upon your weakness. I trust you have learned from this encounter. : VADER : Yes, Master. : DARTH SIDIOUS : Good. We cannot tolerate another failure, Lord Vader. The Senate now believes the Jedi to have been behind this failed coup. My personal troops control all commerce and industry along the galactic shipping lanes. All has transpired exactly as I have foreseen it! : He begins to cackle evilly. Vader bows. : : INT. CALLISTO - SLEEPING QUARTERS : Obi-Wan lies on a bunk, bandaged, pale. Padmé straightens up from tending him. Threepio hovers nearby, Artoo at his side, attaching a silver lower leg section to Threepio. : THREEPIO : Ouch! Be careful, you numbskull! Oh, my — look at that thing! It doesn't even match! Have you no sense of taste? : Artoo beeps testily at the prissy droid. : THREEPIO : What?! Don't you make me come over there, you — Ouch!! : Antilles appears in the doorway. : ANTILLES : How is he? : PADMÉ : He needs rest. But he should be fine. : Antilles nods, starts to leave, then turns back. For a moment, he and Padmé look at each other, then she smiles. : PADMÉ : We all made mistakes, Captain. Why don't we just leave it at that? : He nods gratefully, motions to the two droids. They follow him out, Threepio hopping and muttering. Padmé goes over to Obi-Wan. : OBI-WAN : I'm afraid mine were the worst of all. : PADMÉ : Quit being such a glory-hog. : OBI-WAN : It was my pride and stubbornness that betrayed him to Palpatine . . . and set his feet upon the path to what he has become . . . a monster. More machine than man. : Padmé listens to his confession, then, tears in her eyes, she takes his hand. : PADMÉ : What about me? I felt him slipping away, many months ago . . . and there was nothing I could do. : She gently touches Obi-Wan's battered face. : PADMÉ : I don't know if it's anyone's fault. I don't think it matters. (gently touches her abdomen) We have a legacy to protect. : OBI-WAN : We must make certain that Palpatine never suspects their existence. : PADMÉ : Part of me is still sad that Anakin will never know. : OBI-WAN : It's the only way. : Padmé nods sadly. : : EXT. SPACE - CORELLIAN STAR SYSTEM : A Federation battleship moves through the void, flanked by twenty smaller escorts. Vader's shuttle soars toward it. : : INT. FEDERATION BATTLESHIP - LANDING BAY : Vader emerges from the shuttle and strides past hundreds of Clones in prototype Stormtrooper armor. : : INT. FEDERATION BATTLESHIP - BRIDGE : Vader's awesome and threatening as he approaches Commander Tarkin. Tarkin bows stiffly. : TARKIN : Yes, Lord Vader. Our tracking beacon is still secure aboard the freighter. They will arrive at Corellia momentarily. : VADER : Remember, Commander, it will not go well should they escape. : Tarkin's confidence erodes just a hair. Vader looms menacingly over him, and Tarkin shudders slightly. He nods nervously to Vader, and backs away. : TARKIN : All hands to stations. Deploy the fleet so that nothing gets past. : The Controller salutes, casts a nervous eye at the brooding Dark Lord as he hurries away. : : EXT. SPACE - CORELLIAN STAR SYSTEM : The Callisto drops out of warp. : : INT. CALLISTO - COCKPIT : Chewbacca, Han and Antilles are here. Chewbacca suddenly growls in alarm. : ANTILLES : How the hell did they — (into comlink) Ambassador, better get up here! : : INT. CALLISTO - SLEEPING QUARTERS : Padmé and Obi-Wan exchange an anxious look. : PADMÉ : What's wrong? : ANTILLES : (over comlink) We've got company. : Padmé helps Obi-Wan limp out of the cabin. : : EXT. SPACE : The Callisto comes into view of the blockade. : : INT. CALLISTO - COCKPIT : Artoo beeps excitedly as Padmé, Obi-Wan and Threepio appear. : OBI-WAN : I should have expected this. : THREEPIO : Oh, my! (to Artoo) I'm sure this is all your fault somehow! : ANTILLES : These guys just don't give up. : PADMÉ : Vader wants us dead. : Chewbacca growls a worried reply. : ANTILLES : Yeah. Looks like he's gonna get his wish. They got us cut off. : THREEPIO : I beg your pardon, but has anyone considered the possibility of an amicable surrender? : PADMÉ : Don't be — : OBI-WAN : You've all learned too much. I doubt Palpatine would allow you to live. : HAN : Thanks for sharing that. We feel so much better. : : EXT. SPACE - THE BATTLESHIP, ESCORTS : They form an impassable barrier before the tiny freighter. More close in from behind. : : INT. CALLISTO - COCKPIT : THREEPIO : Oh, dear! We'll never get past that. Surrender is a perfectly acceptable alternative — : Artoo beeps something consoling. : THREEPIO : That's easy for you to say, no one is going to miss you! : : INT. FEDERATION BATTLESHIP - BRIDGE : Tarkin and Vader watch as the tiny ship is surrounded. : TARKIN : Shall we open fire, Lord Vader? : But Vader stares silently at the distant ship. : TARKIN : Lord Vader? : VADER : Stand by tractor beams, Commander. Prepare to bring them aboard. : : EXT. SPACE - CALLISTO : It holds its position, cut off. : : INT. CALLISTO - COCKPIT : Chewbacca growls nervously. Han peers over the Wookie's shoulder at the scopes. : HAN : Maybe if we — uh! : The ship jolts violently. Chewbacca howls. : OBI-WAN : They've got us! : ANTILLES : Well, they gotta hold onto us! Hang on! : Antilles and Chewie hit the thrusters. : : EXT. SPACE - CALLISTO : She veers around, tries to flee. : : INT. FEDERATION BATTLESHIP - BRIDGE : TARKIN : How typical. Bring them in. : CONTROLLER : Aye, sir. : : EXT. SPACE - CALLISTO : She's losing ground. : : INT. CALLISTO - COCKPIT : They react, as the ship jolts, shudders. : OBI-WAN : Captain — : Chewbacca howls in frustration. : ANTILLES : Chewie, full auxiliary power! : Chewbacca roars and locks in the emergency overdrive. : : EXT. SPACE - CALLISTO : She's moving backward toward the battleship. : : INT. CALLISTO - COCKPIT : Chewbacca growls as they work the controls desperately. : ANTILLES : I know! I know! Lock in the emergency reserves! : THREEPIO : Oh, dear! We're doomed! We're doomed, I tell you! Oh, whatever will we do?! I'm too young to be deactivated! : Padmé shoots Obi-Wan a desperate look. They hold each other's hands as the ship continues to shudder. : : EXT. SPACE - CALLISTO : She's drawn inexorably back toward the battleship. : : INT. FEDERATION BATTLESHIP - BRIDGE : Vader watches as the freighter's pulled back toward them. : VADER : Padmé . . . : An EXPLOSION flares against the viewport. : VADER : What — : : EXT. SPACE : A small armada of mismatched ships streaks past the blockade, firing at the Federation ships. : : INT. CALLISTO - COCKPIT : They react, surprised. : ANTILLES : What in the — : MON MOTHMA : (over comlink) Hang on, Callisto, help is on the way. : PADMÉ : Who — : : INT. REBEL SHIP - COCKPIT : Manned by a crew of Bothans. Mon Mothma sits in the central command seat. : MON MOTHMA : Sorry we're late. We couldn't decide what to wear. : : INT. CALLISTO - COCKPIT : OBI-WAN : We? : MON MOTHMA : (over comlink) The Universal Alliance for Freedom. : HAN : I was beginnin' to believe you guys were a myth. : MON MOTHMA : (over comlink) Not yet, but we're working on it. How about it, gentlemen? : INTERCUT the cockpits of dozens of Merchant Guild ships, containing representatives from Mon Calimari, Bespin, Sullest, Corellia, Mandelore, Kessel, Alderaan. Some wear fatigues, armor, others wear native garb. : GUILD FLEET : (ad lib) Ready! Right, Cap'n! Let's lock and load! Yee-haaa! : : EXT. SPACE - REBEL FLEET : They keep coming, ship after ship — group after group — falling into formation, heading toward the blockade. : : INT. FEDERATION BATTLESHIP - BRIDGE : Vader and Tarkin stare out at the presumptuous, rag-tag fleet. : VADER : Very well, Commander. Order all ships to engage. : : EXT. SPACE : The two fleets fire at each other. : : INT. CALLISTO - COCKPIT : THREEPIO : Hooray! We're saved! I never doubted it for a moment! : PADMÉ : Just when I thought I'd seen everything. : Chewbacca growls a lusty battle cry. : OBI-WAN : It seems the Force is still with us. : : EXT. SPACE : The rebels zip and dive at the battleship and her escorts, blasting away at them. : : INT. FEDERATION BATTLESHIP - BRIDGE : Vader clenches a fist, staring out at the freighter. ALARMS sound as the handful of freighters, transports, blockade runners, cruisers and one-man fighters battles the blockade. : TARKIN : Signal them to immediately heave to and surrender. : CONTROLLER : Yes, sir. : VADER : They will not, Commander. I believe we are witnessing the beginnings of a rebellion. : TARKIN : Preposterous! : : EXT. SPACE : EXPLOSIONS and laser bolts streak around the battling ships. : : INT. REBEL SHIP - COCKPIT : Mon Mothma listens to her headset, then grins. : MON MOTHMA : They've just ordered us to stand down. : Bail Organa steps up beside her. : BAIL ORGANA : I thought they might. Do we have any reply, Senator? : MON MOTHMA : We do indeed, Senator. We do indeed. : : EXT. SPACE : The battle steps up in intensity. One escort's hit, and several EXPLOSIONS break out on her. A rebel's blasted to scrap by the battleship's ion guns. : : INT. CALLISTO - COCKPIT : They watch the raging battle. Threepio ducks, covering his head in terror. : THREEPIO : OH! Oh, dear! Oh, my — I deplore space travel! Oh, my! : Padmé helps Obi-Wan strap in, they watch tensely as the battle rages around them. Artoo beeps excitedly. : THREEPIO : Exciting?!? Oh, what do you know?! Oh, how do I keep getting into these situations — I'm an interpreter — not a star warrior! Oh! Oh! : : EXT. SPACE : Mon Mothma's ship streaks toward the battleship, guns blazing. : : INT. FEDERATION BATTLESHIP - BRIDGE : The crew ducks as the rebel ship hurtles at the view port, lasers blasting. Vader alone stands his ground as it whips past overhead. : CONTROLLER : Commander — the beam transformer's been disrupted! : VADER : Reestablish it! : They hurry to comply as Tarkin looks on nervously. : : INT. CALLISTO - COCKPIT : Chewbacca growls excitedly. : ANTILLES : Yeah! Tractor beam's off — get ready to punch it! : THREEPIO : Oh, no! We'll be killed! Be reasonable, Captain! : HAN : One more whine outta you, goldenrod, and yer goin' out the garbage chute. : THREEPIO : Well, really! : The ship rocks and shudders violently, knocking Threepio to the deck. : THREEPIO : Ahhhhh! : ANTILLES : Hang on! : : INT. FEDERATION BATTLESHIP - BRIDGE : Vader stands on the observation prow, watching the battle. Below, Tarkin moves among his crew, tense. Outside the huge forward view port, battling ships twist and dive. The stars are lit by flashes of laser light, EXPLOSIONS. : : EXT. SPACE : The battleship blasts two rebels to bits. The erratic, hot-dog flying tactics of the Guild pilots puts their foes at a disadvantage. Another rebel's hit, and rams into an escort, EXPLODING. : : INT. FEDERATION BATTLESHIP - BRIDGE : TARKIN : Insolent swine! I'll teach them! : VADER : The Callisto is escaping! : TARKIN : We'll never get a beam on them in time, Lord Vader! : Vader glares at the escaping fighter. : VADER : Then . . . destroy them! : : EXT. SPACE : The battleship and several escorts surround the Callisto. : : INT. CALLISTO - COCKPIT : OBI-WAN : They're going to fire. Quick, Captain, when they do, jump into hyper-space! It's our only hope! : ANTILLES : Without coordinates?! We'll be — : OBI-WAN AND PADMÉ : DO IT!!! : Antilles tenses at the controls. Threepio howls in mortal terror, covering his head — Artoo beeps frantically — the others grip their seats. Padmé looks out toward the battleship. : : INT. FEDERATION BATTLESHIP - BRIDGE : Vader strains toward the freighter — : : EXT. SPACE - BATTLE : The Callisto begins to warp just as the blistering energy bolts reach them — and a moment later they've screamed away. The laser bolts detonate behind them, creating a huge fireball. : : INT. REBEL SHIP - COCKPIT : Mon Mothma, Bail Organa and the crew shield their eyes as the explosion flares. : BAIL ORGANA : I hope they made it! Order all ships to disengage and jump — NOW! : : EXT. SPACE : The rebels break off and streak into hyper-space. A few more are blasted by the battleship and her escorts. : : INT. FEDERATION BATTLESHIP - BRIDGE : Vader tenses, focused on the dissipating fireball. : TARKIN : The rebels are fleeing. Shall I order pursuit? : For a long moment, Vader stares out the view port. Then he relaxes, shakes his head sadly. : VADER : There is no need. Order the fleet to return to base. : Vader strides off the bridge, hands clasped behind his back. When the door closes, Tarkin and the crew all but collapse to the deck in relief. : : EXT. SPACE : The battleship and escorts have destroyed or captured nearly three dozen ships. : : EXT. CORUSCANT - DAY : Most of the transports soaring through the sky are military. : : INT. CORUSCANT - EMPEROR'S PALACE - DAY : The huge throne room is filled with Senators, representatives and the populace. Emperor Palpatine/Darth Sidious, moves toward his throne, with Vader at his side. : PALPATINE : What troubles you, Lord Vader? The Empire is ours. There is no one to oppose us. : VADER : I am content with our victory, Master. But there are still the rebels. : PALPATINE : Bah! Worthless rabble. Their so-called rebellion will soon be over. : Stormtroopers, Imperial Guards, and courtiers all salute their new sovereign as Palpatine/Darth Sidious assumes the throne. : COURTIERS : Long live Emperor Palpatine! Long live the Empire! : : EXT. SPACE : The peaceful, idyllic planet of Alderaan. : : EXT. ALDERAAN - BAIL ORGANA'S HOME - NIGHT : A sprawling estate, with its huge castle, fountains, exquisitely sculpted gardens. : : INT. ALDERAAN - BAIL ORGANA'S HOME - NURSERY - NIGHT : Padmé, dressed as a servant, sings her infant daughter, LEIA to sleep under the watchful sensors of Threepio and Artoo. Han and Chewbacca lean over the crib, gazing at the baby, smiling despite themselves. : On the balcony, Bail Organa and Antilles watch. Organa looks up as a shooting star streaks across the heavens. : ANTILLES : Been almost a year, and still no sign of anyone lookin' for your guests. Guess they'll be safe. : BAIL ORGANA : I hope so, Captain. I'll raise the child as my daughter. Not even she will know any different. : ANTILLES : (indicates Artoo and Threepio) What about them? : BAIL ORGANA : Partial memory flush. That way there's no loose ends. Just in case. : ANTILLES : I hope it's enough. Any idea where Obi-Wan took her brother? : BAIL ORGANA : I didn't ask. : : EXT. SPACE - TATOOINE : A small starship streaks toward it. : BAIL ORGANA (VO) : But wherever it is . . . I'm sure the Force will be with him. : : EXT. TATOOINE - OWEN LARS' HOME - DAY : Obi-Wan delivers the infant LUKE SKYWALKER to OWEN LARS and his wife, BERU at their vaporator farm. Owen scowls as the Jedi holds out Anakin's lightsaber. : OWEN : What's that? : OBI-WAN : It was his father's. When he's old enough, he should — : Owen pulls Obi-Wan aside, out of earshot of his cooing wife as she cuddles baby Luke. : OWEN : No. Take it with you. You've got to give the boy a chance. : OBI-WAN : What do you — : OWEN : Stay away. Keep all that madness to yourself. Let the boy be. : OBI-WAN : I wish I could, Owen. But he can't escape his destiny. One day, it will find him. : OWEN : Maybe. Maybe not. But it won't need any help from you. : Obi-Wan looks at Luke's smiling face. He nods, pulls his cloak about him, and puts the hood up. Owen and Beru watch Obi-Wan walk into the desert wastes. He doesn't look back. When the sands have swallowed him, Owen looks up apprehensively. PAN UP to the sky, which becomes the starry void of space. : IRIS OUT. : END CREDITS.

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