SCENE 001 - EXTERIOR SPACE-TITLE CARD

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

Infinite stars and darkness cover the deep space; the main title appears, followed by the roll up which scrolls into oblivion.

War has engulfed the Republic. For three years the Jedi Knights have led the Army of the Republic into battle against Count Dooku's Confederacy of Independent Systems.

As the Separatist Movement begins to reach an end, the future of the Republic remains uncertain. Jedi Knights numbers have dwindled, Senator Padmé Amidala has mysteriously resigned from her position, and since the inception of Supreme Chancellor Palpatine's emergency powers, some senators have remained concerned for democracy.

General Obi-Wan Kenobi now prepares to lead the FINAL STRIKE against the separatists, in hopes of securing order during a violent time...

SCENE 002 - EXTERIOR SPACE, REPUBLIC STARCRUISER

PAN UP to reveal the massive hull of a Republic Starcruiser, a hatch opening from the belly. Small balls of light emerge as CAMERA APPROACHES, they are revealed to be Republic Starships. The scouting crafts hover momentarily, and then blast off into light speed.

SCENE 003 - INTERIOR REPUBLIC STARCRUISER, BRIEFING BAY

GENERAL OBI-WAN KENOBI stands in front of hundreds of JEDI KNIGHTS, who are in pilot garb, his eyes dart from one to another.

OBI-WAN
Within the plans we've uncovered, the final base of The Separatist Movement has been located in the Pur-Leen System, a small yet very powerful tactical station.

A hologram of the Separatist Battlestation appears at the center of the bay, all eyes focus on it.

OBI-WAN
Thanks to our surveillance of this station, we were able to ascertain a weak point in the structure, a small gas vent located here. There is, of course, one problem. All of the remaining Separatist Forces have united on this base creating a veritable wall of defense. The only chance we have is by destroying the station from inside.

The JEDI KNIGHTS across the room stare at the imposing hologram, with arrows showing the entry points.

OBI-WAN
I've elected a small Jedi-lead Task Force to enter the gas vent with a stolen Separatist Cruiser, once inside they will locate the self-destruct mechanism and commence the termination sequence. The fact that this is one of their own ships and more specifically because the battle being engaged on their other front, they should pay no notice to them flanking from the side. This Task Force will be led by Anakin Skywalker.

OBI-WAN's, and all other eyes in the room focus on the young hero, ANAKIN SKYWALKER, standing in the back, his eyes dry and his face intent.

OBI-WAN
Once the team has engaged the self-destruct mechanism, they will have only moments before the entire station detonates. By this time all ships must outside of this sector to escape from the explosion. (long pause) May the Force be with you all...

SCENE 004 - INTERIOR ANAKIN'S QUARTERS

ANAKIN stands, poised in front of a holographic projector. His eyes are intense; he presses several buttons on the control panel. After a moment, a blue hologram appears of his wife, PADMÉ AMIDALA. She was wearing a dark, loose-fitting gown.

ANAKIN
Padme...

PADMÉ
Anakin, it's been so long!

ANAKIN
I promised I would contact you (smiling), I don't break my promises.

PADMÉ
How are you?

ANAKIN
Everything seems to be going well, the war will be over soon. Then I can be with you again.

PADMÉ
It's been so long, I miss you so much, Anakin.

ANAKIN
(looks sad) I miss you too.

ANAKIN steps towards the holographic projection of his wife. He extends his robotic hand towards the hologram, imagining touching her face.

ANAKIN
No one suspects us yet, do they?

SCENE 005 - INTERIOR NABOO CRUISER, PADMÉ'S QUARTERS

PADMÉ stands alone in her small quarters within a NABOO CRUISER. She stares at her secret husband, only meters away in holographic form.

PADMÉ
Not yet, thankfully. Only Dormé and the droids know of it. (pause, concern shown on her face) How much longer can we keep this a secret?

ANAKIN
Once the war is over, I'm leaving the Jedi Order. 

PADMÉ
But Anakin, what about Obi-Wan? What about the Prophecy?

ANAKIN
After the war, there will be no need for me in the Jedi Order. I've fought long and I'm tired, Padmé. I'm tired of this life. I only want to build a family with you, somewhere far, far away.

PADMÉ
I want that too; but you've worked so hard to become a Jedi Knight. Now after all those years of sacrifice, you are willing to give it up.

ANAKIN
For the woman I love, who gave up her place in the Senate, anything.

PADMÉ
(smiles)I have a surprise for you when you return.

ANAKIN
(returns her smile) What is it?

PADMÉ
It's a surprise, you're just going to have to return to me safely.

ANAKIN looks over his shoulder, anxious.

ANAKIN
It's nearly time, I have to go.

PADMÉ
(distressed) I love you.

ANAKIN
I love you, and I will return soon. You mean everything to me Padmé. When I return, we will be together, forever.

PADMÉ
Be safe, Anakin.

ANAKIN
I will, I love you...

PADMÉ
I love you too.

The hologram of ANAKIN disappears with a faint snap. PADMÉ covers her head with a shroud. CAMERA PANS LEFT to DORMÉ, PADMÉ's assistant enters.

PADMÉ
It was Anakin.

DORMÉ
Did you tell him?

PADMÉ
No, the war is nearly over. I hope he returns in time. Do you think I should have told him?

PADMÉ'S hand rubs over her large belly, showing a very late pregnancy.

DORMÉ
They will be born soon, but I agree with you, M'Lady. This is not the time or the place for such a conversation. He will be back soon.

PADMÉ
I hope so, I really hope so.

SCENE 006 - INTERIOR STARFIGHTER BAY 

A vast bay of DROIDS and BEINGS all quickly preparing for battle; JEDI KNIGHTS entering their red Jedi Starfighters. Some Starfighters begin to hover, preparing to take flight. OBI-WAN approaches his Padawan Learner and friend, ANAKIN SKYWALKER, as the young pilot boards the stolen Separatist Cruiser.

OBI-WAN
Anakin, are you all right?

ANAKIN
I'm ready, if that's what you mean.

OBI-WAN
It's going to be extremely dangerous - 

ANAKIN
I can take care of myself, just make sure that the Fleet is cleared in time. I have a feeling there's going to be more of the enemy than we assume...

OBI-WAN
There are reports that he is in this station.

ANAKIN
Count Dooku.

OBI-WAN
You shouldn't engage him in battle, just get in and set the self-destruct mechanism, then get out. Dooku's been consumed by the Dark Side, there is no hope for him now.

ANAKIN looks at his robotic hand, and then stares back at OBI-WAN.

ANAKIN
I'll do my best.

An alarm sounds, a electronic recording advising PILOTS to prepare to launch the attack echoes through the Starfighter Bay.

ANAKIN
I must go Master. (begins to enter cruiser)

OBI-WAN
Anakin, may the Force be with you!

ANAKIN
(sullenly looking back) May the Force be with you.

OBI-WAN walks away towards the wall of the Starfighter bay. The Starfighters begin to rise, along with the stolen Separatist Cruiser.

SCENE 007 - INTERIOR STARFIGHTER BAY, CONTROL DECK

OBI-WAN gazes from behind a window at the Starfighter Bay clearing of all DROIDS and MECHANICS. His eyes are focused on ANAKIN SKYWALKER, who stares back at him from within the Separatist Cruiser’s cabin. Once all the crafts were operating on their repulsors, the Starfighter Bay's floor opened up, revealing the darkness of space. 

SCENE 008 - EXTERIOR SPACE, REPUBLIC STARCRUISER 

CAMERA PANS FROM SIDE, viewing the large hull of the Starcruiser. From within the belly of the craft, hundreds of small Jedi Starfighters emerge, lowering below the Starcruiser. At the center the Separatist Cruiser lowers after them. Then suddenly the Republic Fleet enters light speed, vanishing toward the PUR-LEEN SYSTEM.

SCENE 009 - EXTERIOR SENATE BUILDING - DAY

The imposing structure of the Senate Building glimmers in the midday sunlight.

SCENE 010 - INTERIOR SENATE CHAMBER - DAY

A massive rotunda, all eyes on the center podium, SUPREME CHANCELLOR PALPATINE is presiding over the Senate body, his face taut and old. At PALPATINE'S side are MONX BITTU, a muscular, enigmatic cloaked bodyguard and MAS AMEDDA, his majordomo, who begins the preceding; the crowd unusually quiet and anxious. 

MAS AMEDDA
There is an important message from Supreme Chancellor Palpatine, concerning the Great Clone War.

PALPATINE steps forward.

PALPATINE
My esteemed colleagues, I have great news to bring you concerning the Great Clone War. These last three years have been spent in blood and tears. Carnage has swept across the Galaxy, reaching it's bitter hands into our worlds and tearing them apart. The news I bring this morning will reassure that peace will once again define our way of life. Just now, as I am speaking to you, our Republic Fleet is making a final advance against the Separatist Movement. 

A loud applause is echoes and reverberates throughout the chamber, the entire Senate appears united in rejoicing.

PALPATINE
(smiling in response) With this last blow to the separatist threat, and with the destruction of the commercial alliances engineered by COUNT DOOKU, the Senate will once again regain control. In the wake of the war, my heart goes out to those worlds and peoples whose lives are severed as a result of this violence. Hopefully, the Republic will rise to meet those in need, care for the weak and the defenseless, and maintain law in all systems so that this death and destruction will never again threaten us.

SCENE 011 - INTERIOR SENATE CHAMBER - DAY

Another applause ERUPTS, the Senate becomes alive again, but then slowly drops down to silence again. The silence is broke when SENATOR JAR JAR BINKS moves his platform forward, with a fellow GUNGAN POLITICAL AIDE at his side.

MAS AMEDDA
The chair recognizes Senator Jar Jar Binks of Naboo.

SENATOR BINKS
Excueeze me, yousa honorable Supreme Chancellor en yousa honorable members of desa Senate. Mesa seein desa war is over, now yousa relinquish desa emergency powers?

The Senate is extremely quiet, pivoting off of SENATOR BINK'S request.

PALPATINE
As soon as the conflict dies down, my friend and fellow upholder of order, I will remove the mantle of emergency power. I will in fact step down from the position of Supreme Chancellor, giving the responsibility to another arduous soul.

Commotion erupts, there are a plentiful number of boos and sneers directed toward SENATOR BINKS. His pod returns back to it's nook; his shoulder's shrug. Various Senators begin to emerge from their designated areas and speak out.

ORN FREE TAA
I, for one, will not support the removal of emergency powers until peace and order is restored throughout the Galaxy-

BASKOL YEESRIM
Because of the Clone Wars, the system of Malastare is in ruin! The Chacellor's powers should remain intact as long as needed!

The SENATE remains in a flurry of commotion.

MAS AMEDDA
Order! Order! The chair recognizes the senator from Alderaan.

BAIL ORGANA
Although I did see the need for swift justice and control when the war began, now the real threat is soon to be removed. With the help of the Republic's collective resources, we can still bring peace and rebuild our systems. I don't see the need for the emergency powers to remain.

Again, the place is filled with voices, some in agreement, many not. PALPATINE leans in on the podium, as MAS AMEDDA gathers the Senate's attention.

MAS AMEDDA
The Supreme Chancellor wishes to speak.

PALPATINE
In a few moments I will be boarding a starcruiser, heading towards the front lines of the war. I will pay our troops homage, and hopefully, by the time arrive, this violent conflict will be over. There is much work to do when I return; and when I do return, then we will determine the Republic's next steps in rebuilding the Galaxy.

SENATOR BINKS emerges quickly, before PALPATINE exits the podium; the attention is on him as he has not been recognized by the chair.

SENATOR BINK
But Supreme Chancellor, wesa know yousa powers best be served if de besa backed by desa Senate. Wesa a Republic, not an Empire.

The Senate floor is astonished at SENATOR BINK'S brazen behavior, and await PALPTINE'S response.

PALPATINE
That is true, my friend. However, there are times when arguing and debating in the Senate will cost lives. Not too long ago the people, our people, of Naboo were put at risk, many died at the hands of the Trade Federation, because we waited too long. I will not allow this systems inability to function quickly waste countless lives, in some cases entire systems. This debate will be resolved upon my return.

SCENE 012 - EXTERIOR SPACE, REPUBLIC FLEET 

The Republic Fleet emerges from light speed a great distance away from the looming Separatist Battlestation. The collective attacking body begins to organize.

PILOT ONE
Kai-Alpha, three-nine. Lion Squad integrate into attack formation on the sector G-7.

PILOT TWO
Affirmative squad leader, Lion Squad commence integration.

The Jedi Starfighters begin to form three collective groups, two flanks and a center. 

SCENE 013 - INTERIOR SEPARATIST BATTLESTATION, CONTROL DECK

Within the dark and dank control deck of the Battlestation stands the regal COUNT DOOKU, leader of the Separatist Movement, and his cohorts. Among them NUTE GUNRAY and RUNE HAAKO, of the Trade Federation, and PASSEL ARGENTE, of the Corporate Alliance, as CONTROL DECK DROIDS scurry to and fro from each machine. They all stare out into space through a massive window at the front of the control deck.

NUTE GUNRAY
Release the Droid Starfighters in bays eleven through thirty-eight(his voice pitched with concern).

COUNT DOOKU
You look a bit pale, my friend (completely unconcerned).

NUTE GUNRAY
If this is our last stand, it will be a valiant one. The Republic will not win without a fight.

COUNT DOOKU
Why are you so certain this is our last, have you lost faith in our cause?

NUTE GUNRAY
Do not play me naive, I'm not one of your henchmen. This charade has gone on long enough. This is our last battlestation, once it's defeated your movement will become moot. (turns to his assistant) Prepare our retreat.

COUNT DOOKU
(sneering) What happened to being valiant?

NUTE GUNRAY, and his ASSISTANTS, begin leave without a word. COUNT DOOKU turns with frustration in his eyes, moves his hands slightly towards NUTE GUNRAY and the Nemoidian rises off the ground, floating in mid-air. He spins NUTE GUNRAY around so that they are facing each other, only a few meters apart.

COUNT DOOKU
I never liked your kind. Over the years your passion for our cause has dwindled, as my annoyance for you has grown. I no longer need your presence here.

And with a flick of his wrist he throws NUTE GUNRAY against the back wall, the NEMOIDIAN falls, lifeless. His ASSISTANTS run to the body, but their attempts to bring him back are failures. They flee in fear, and COUNT DOOKU turns his attention back to the battle raging outside.

PASSEL ARGENTE
(after a wary moment of silence) What will happen next, Count?

COUNT DOOKU
Well, this feeble strike the Jedi thinks will take us out will actually serve our purpose. How many Jedi do you think are engaged in battle out there?

PASSEL ARGENTE
Perhaps a few hundred. 

COUNT DOOKU
A few hundred less we will have to deal with. (turns to one of the chief droids in command) Prepare the self-destruct sequence.

SCENE 014 - INTERIOR COCKPIT, STOLEN SEPARATIST CRUISER

ANAKIN and his co-pilot, fellow Jedi Knight, ZAVIN SEQBAA, a dark-skinned Twi'lek are at the controls. A CLONE TROOPER COMMANDER is behind them, with his blaster resting in his hands.

ANAKIN
I'm starting to wonder if this is going to work (turns to Zavin). 

ZAVIN
Have faith, Anakin. The Force will be with us.

They watch from a distance as the Republic Fleet begins it's approach. From the outside of the Separatist Battlestation large doors began to open, Droid Starfighters begin to emerge by the hundreds. The Droid Starfighters and the Jedi Starfighters collide into battle, a brutal, violent firestorm.

ZAVIN
That’s our queue.

ANAKIN
(to the Clone Trooper Commander) When we're inside, I'll give you the signal. Get their attention off the ship and then pan out. If they take it out, we'll be as dead as them.

CLONE TROOPER COMMANDER nods silently.

SCENE 015 - EXTERIOR SPACE, SEPARATIST BATTLESTATION

The Jedi Starships are engaging in battle over the surface of the Separatist Battlestation, all of it's military systems are engaged in one hemisphere. Jedi Starfighters twirl in and out of the surface structures and take out many Droids Starfighters in the process, which although small and frail, are many in number.

SCENE 016 - INTERIOR SEPARATIST CRUISER 

ANAKIN
Alright. Let's hope this whole thing isn't for nothing. 

SCENE 017 - EXTERIOR SEPARATIST CRUISER

The Separatist Cruiser edges forwards towards the battlestation. 

SCENE 018 - INTERIOR SEPARATIST CRUISER

ANAKIN scrambles his fingers across the controls, pushing the cruiser closer and closer, hoping to not draw negative attention. Within moments they are near the gas-vent towards the lower portion of the battlestation.

ANAKIN
Here we go.

SCENE 019 - EXTERIOR SEPARATIST BATTLESTATION

The Separatist Cruiser enters the gas-vent, which is about twice the size of the ship. ANAKIN skillfully guides the ship into through corridors and piping.

SCENE 020 - INTERIOR COCKPIT, STOLEN SEPARATIST CRUISER

ZAVIN
Here it comes.

SCENE 021 - INTERIOR SEPARATIST BATTLE STATION, GAS VENTILATION SYSTEM

The Separatist Cruiser emerges from a large pipe and into a massive chamber. There is no sign of movement, and it is well lit. The ship drops slowly to a small platform, extending the landing gear. With a few small puffs of air-pressure, the Separatist Cruiser lands.

SCENE 022 - INTERIOR SEPARATIST BATTLE STATION, LANDING PLATFORM

From within the belly of the Separatist Cruiser a hatch opens, and plumes of smoke rise. The CLONE TROOPER TASK FORCE emerges, one by one, their blasters poised. ANAKIN and ZAVIN follow directly behind, with the CLONE TROOPER COMMANDER in tow.

ANAKIN nods over his shoulder at the Clone Trooper Commander.

CLONE TROOPER COMMANDER
(over his helmet comlink) Men, disperse. Cover all entrances to this area and secure the corridors.

The CLONE TROOPER TASK FORCE spreads out in all directions, ANAKIN and ZAVIN begin to lightly run towards a corridor towards the side of the chamber.

ZAVIN
Ready?

ANAKIN
Let's find out. (removes a comlink from a satchel, and speaks into it) We're inside.

SCENE 023 - INTERIOR STARCRUISER, CONTROL DECK

OBI-WAN and fellow REPUBLIC COMMANDERS stand within the control deck, listening over the comlink. He glances at one of the COMMANDERS, concern wearing on his face like a father for his son, and a general.

OBI-WAN
I should be there.

REPUBLIC COMMANDER
They should be fine- if he sticks to the plan. 

OBI-WAN
That's what I'm worried about.

SCENE 024 - INTERIOR SEPARATIST BATTLESTATION, CORRIDOR

ANAKIN and ZAVIN charge down the corridor, darting around corners and heading in a specific direction.

ZAVIN 
Just a little more (looking down at a holographic map in his palm).

The two find themselves in a small control room, there are about ten BATTLE DROIDS in the room. Immediately their attention is turned towards the JEDI KNIGHTS, and they begin firing. The JEDI KNIGHTS ignite their light sabers, deflecting several bolts immediately back at their attackers. ANAKIN shows his prowess, back flipping into the center of the room, spiraling his lightsaber in a brilliant spectacle. In just seconds, he makes the attack short lived, dropping most of the BATTLE DROIDS in a single swipe. ZAVIN stands above the sparking piles of two BATTLEDROIDS he eliminated, and only ONE remained. It was heading towards a communication console, trying to sound the alarm. ANAKIN lifted his hand in front of him towards the BATTLE DROID, and shut his eyes and clenching his fingers into a fist. With a several sharp snaps, the BATTLE DROID drops to the ground in pieces. The JEDI KNIGHTS turn their attention to the control panels at the far side of the room.

ZAVIN
Do you believe what they say about you (one eye on the controls, and one eye on Anakin)?

ANAKIN
The Prophecy?

ZAVIN
Yes. About bringing balance to the Force?

ANAKIN picks his hands up off the control panel and looks at ZAVIN intently. 

ANAKIN
Yes. I believe I am.

SCENE 025 - INTERIOR SEPARATIST CONTROL DECK 

In the control deck, COUNT DOOKU, PASSEL ARGENTE and his remaining cohorts stand still, their eyes against the backdrop of the space battle. 

COUNT DOOKU
Initiate self-destruct sequence.

PASSEL ARGENTE
And what are we to do?

COUNT DOOKU
(a slight frustration in his eye) Whatever you think is best. (walks down the corridor as the others trail) I wouldn't be anywhere near this battlestation. When it detonates it will blast everything remotely close into oblivion.

PASSEL ARGENTE
(stops, hoping to garner the Count's attention, unsuccessfully) What are you going to do? What about the Separatist Movement?

COUNT DOOKU
It's over. (raising his voice as he heads down the corridor) I doubt you'll make it off this station alive, I have the only ship which can travel fast enough to escape the blast.

SCENE 026 - INTERIOR SEPARATIST CONTROL ROOM

ANAKIN and ZAVIN were scanning the control panel with their eyes, when suddenly a flashing light came up on the panel. They both look at each other, and then ANAKIN grabs for his comlink.

ANAKIN
Obi-Wan! Obi-Wan, do you read me?

OBI-WAN
Go ahead, Anakin.

SCENE 027 - INTERIOR REPUBLIC STARCRUISER, CONTROL DECK

ANAKIN
There's been a snag, General!

OBI-WAN
(face tenses) Go ahead.

ANAKIN
You need to call the attack off now, this station is going to blow!

OBI-WAN
What do you mean?

ANAKIN
Someone else has engaged the self-destruct mechanism. This battlestation is going to explode and if you don't get those fighters out of there, the entire fleet will be lost!

OBI-WAN
(nods to another commander who relays the message) What about you? Will you and your team make it?

SCENE 028 - INTERIOR SEPARATIST CONTROL ROOM

ANAKIN
(looking at Zavin) We're on our way.

The two JEDI KNIGHTS darted into the corridor and headed back towards their ship. Anakin still had his comlink in hand, and contacted the CLONE TROOPER COMMANDER.

ANAKIN
What's the status on our exit?

SCENE 029 - INTERIOR SEPARATIST BATTLE STATION, LANDING PLATFORM

Inside the chamber where the stolen Separatist Cruiser is perched, a barrage of blaster fire fills the air. The CLONE TROOPER TASK FORCE is engaged in battle with DROIDEKAS and SUPER BATTLE DROIDS.

CLONE TROOPER COMMANDER
Negative, negative! We're trapped here!

ANAKIN
Well, you better get un-trapped. The station has already initiated the self-destruct sequence. It will only be moments-

CLONE TROOPER COMMANDER
I copy.

ANAKIN
Clear your men out, we'll find another ship.

CLONE TROOPER COMMANDER
Affirmative. (waves down one of his men and they attempt to enter the ship)

SCENE 030 - INTERIOR SEPARATIST CONTROL ROOM

ZAVIN
Are you insane, that's our only way out of here?

ANAKIN
They'll never make it out. The laser fire on the comlink; those are droidekas. We've already lost them. We need to find another way.

SCENE 031 - INTERIOR SEPARATIST BATTLE STATION, LANDING PLATFORM

CLONE TROOPER COMMANDER
C'mon, move, move, move!

The CLONE TROOPER TASK FORCE attempted to enter the Separatist Cruiser, one at a time. One CLONE TROOPER started the engines, and the vehicle lifted off the ground. The DROIDEKAS surrounded the Separatist Cruiser in a quick siege, firing ruthlessly. In seconds the ship exploded engulfing the entire chamber in a plume of fire.

SCENE 032 - INTERIOR SEPARATIST BATTLESTATION, CORRIDOR

ANAKIN and ZAVIN sprint down the murky corridor amidst the alarm and flashing red lights, indicating the facility would not be around long. ANAKIN runs in specific directions, leading them deeper and deeper within the facility. The corridors seem like an endless maze.

ZAVIN
(breathing hard) How do you know which way to go?

ANAKIN
I don't, but the Force does.

SCENE 033 - INTERIOR SEPARTIST BATTLESTATION, LOADING BAY ENTRANCE

ANAKIN closes his eyes, and begins to run. They dart down a long narrow corridor and then come to a fork, the two JEDI KNIGHTS shoot down the right one, and then they find themselves in a large bay, BATTLE DROIDS moving about frantically. ANAKIN'S however are firmly set on one shadowy figure, COUNT DOOKU, walking swiftly several meters above them, on a platform. The BATTLE DROIDS are seemingly too busy with their tasks under the alarm to pay much notice, some begin to fire at the JEDI KNIGHTS. Both JEDI KNIGHTS deflect the blaster bolts, ANAKIN'S eyes still set on COUNT DOOKU.

ANAKIN
Zavin? Can you handle this? (deflecting blaster fire with flicks of the wrist)

ZAVIN is silent, frantically revolving his saber to meet the blaster fire and return it. ANAKIN, without acknowledging him, continues to deflect the blaster fire, but begins walking towards COUNT DOOKU who has yet to have noticed them, as he is moving quickly towards another craft, his DOOKU'S PRIVATE CRUISER.

ANAKIN
Dooku!

COUNT DOOKU turns around to meet ANAKIN'S eyes. He smiles briefly, but returns to his movement, not engaging in battle. 

COUNT DOOKU
I have no time for child's play.

SCENE 034 - INTERIOR SEPARTIST BATTLESTATION, LOADING PLATFORM

ZAVIN is struggling to keep the BATTLE DROIDS at bay; ANAKIN marches across the bay towards COUNT DOOKU. With a flip onto the platform, ANAKIN is only meters from COUNT DOOKU.

ANAKIN
Neither do I. But today, Dooku, will be your last.

COUNT DOOKU
(turning, with an evil sneer) Petty fool.

COUNT DOOKU lifts his hand, as his cape unfurls, dropping to the ground. He pushes ANAKIN with the FORCE. ANAKIN flies backwards, nearly falling over the edge of the platform. He grabs to the edge on and flips back onto the platform, pulling his lightsaber out from his belt.

COUNT DOOKU
(smiling, as he sees Anakin's gloved hand) I thought I taught you a lesson years ago, boy. Come back for another, I see.

ANAKIN wastes no time and plows into COUNT DOOKU, swinging his lightsaber violently in a powerful show of skill. COUNT DOOKU ignites his lightsaber, and blocks every parry. They battle back and forth for a short while, ANAKIN peers over his shoulder to see ZAVIN still engaged in fierce battle, looking fatigued.

COUNT DOOKU
You are more powerful then before, but not powerful enough.

ANAKIN remains silent as COUNT DOOKU charges again, his swings are a flurry of light and power. ANAKIN dodges a close swipe, his arm is singed. He cups it and moves out of COUNT DOOKU'S range. COUNT DOOKU smiles, staying back and gloating.

COUNT DOOKU
Now, if you're finished-

ANAKIN'S eyes peer up, his face in a fit of rage. He charges violently, with each brutal swing he catches COUNT DOOKU off guard, forcing him backwards towards the edge of the platform.

COUNT DOOKU
(his teeth gritted, blocking blows narrowly) Your anger is great. You are the boy that Qui-Gon believed was the one spoken of, in the prophecy. 

ANAKIN is silent, his face bearing only anger.

COUNT DOOKU
You could be an even more powerful Jedi. If you join me, I can finish what Qui-Gon started. Together, we can bring balance to the Force.

SCENE 035 - INTERIOR SEPARATIST BATTLESTATION, LOADING BAY ENTRANCE

ZAVIN struggles to gain control of the many BATTLE DROIDS. They fire unrelentingly at him, with no mercy. Finally, in a gasp of exhaustion, he collapses. The BATTLE DROIDS swarm around ZAVIN'S lifeless body, firing at it with their blasters. 

SCENE 036 - INTERIOR SEPARATIST BATTLSTATION, LOADING PLATFORM

ANAKIN sees ZAVIN fall.

ANAKIN
No!

COUNT DOOKU takes advantage of ANAKIN'S distraction, and with a few swift parries and his hand extending slightly, he pushes ANAKIN down on his back. ANAKIN'S lightsaber rolls away, off the platform before he grasps for it. COUNT DOOKU approaches him, his lightsaber centered towards ANAKIN'S neck. 

COUNT DOOKU
It appears your friend didn't make it. (he motions to the battle droids to leave, they run down a corridor) Such a shame.

COUNT DOOKU walked around ANAKIN'S defenseless body, his saber pointed continually at ANAKIN'S neck.

COUNT DOOKU
Anakin, you should join me. You should join the dark side. Together, nothing would stop us.

ANAKIN
I will not join you, Dooku. 

COUNT DOOKU
As you wish.

COUNT DOOKU pulled his lightsaber back as though he was going to strike; ANAKIN'S face shown only fury. The lightsaber suddenly fell to the ground, and ANAKIN rose to his feet slowly. COUNT DOOKU'S face was contorted in a grimace struggling for breath. His body rose off the ground, his hands around his throat, clinging for life. ANAKIN stepped towards him, his eyes piercing COUNT DOOKU'S.

ANAKIN
This war will end today. It will end with your death.

ANAKIN'S hand was at his chest, in a fist squeezing the life out of COUNT DOOKU. The floating COUNT DOOKU became more and more pale, his mouth opened slightly.

COUNT DOOKU
(wheezing his last breath) Have mercy on a Jedi Knight...

ANAKIN'S eyes twinge with a sudden remorse, his fist let up slightly. Then he looked over at ZAVIN'S unmoving body, charred from blaster fire. There was a slight tear in his eye, and then he returned his gaze back towards COUNT DOOKU.

ANAKIN
(in gritted teeth) Never will I ever again give mercy to anyone who does not deserve it. 

With a quick jerk of ANAKIN'S fist, the floating COUNT DOOKU fell on the ground, dead. ANAKIN stood for just a moment, before returning back to the entrance to retrieve ZAVIN'S body.

SCENE 037 - INTERIOR REPUBLIC STARCRUISER, CONTROL DECK

OBI-WAN'S eyes are staring at the holographic map of the SEPARATIST BATTLESTATION. REPUBLIC COMMANDERS scramble around, barking orders at the Republic Fleet.

OBI-WAN
We must get them out of there!

SCENE 038 - EXTERIOR SPACE, SEPARATIST BATTLESTATION

Although, the Republic Fleet is still engaged in dogfights, a handful have pulled away.

PILOT 2
All fighters, pull out. Repeat, break from the attack. The battlestation is going to blow.

PILOT 3
Roger that.

PILOT 1
Lion Squad, pull out. 

PILOT 4
I can't shake them, there too many!

A Jedi Starfighter explodes as hosts of more Droid Fighters emerge from the Separatist Battlestation.

PILOT 1 
All fighters! Prepare to make the jump to lightspeed!

SCENE 039 - INTERIOR SEPARATIST BATTLESTATION

ANAKIN pulls the lifeless body of ZAVIN into DOOKU'S Cruiser. He closes the entry hatch.

SCENE 040 - INTERIOR COCKPIT, DOOKU'S Cruiser

ANAKIN quickly manages his way through the controls, engaged the engines and lifting DOOKU'S Cruiser off the platform. 

ANAKIN
Now, for a way out.

SCENE 041 - INTERIOR SEPARATIST BATTLESTATION, LANDING PLATFORM

DOOKU'S Cruiser hovers delicately around the platform; ANAKIN nimbly working at the controls. He swivels to face the exit, a long narrow corridor with barely enough room for him to escape.

SCENE 042 - INTERIOR COCKPIT, DOOKU'S Cruiser

ANAKIN
Obi-Wan wouldn't like this idea.

ANAKIN presses the controls, and then sets the craft to enter lightspeed.

SCENE 043 - INTERIOR SEPARATIST BATTLESTATION, LANDING PLATFORM

The entire station is filled with tremors and explosions. 

SCENE 044 - EXTERIOR SPACE, SEPARATIST BATTLESTATION

Some Jedi Starfighters remain engaged in battle, while others are still pulling out. 

PILOT 2
Engage lightspeed!

Some of the Jedi Starfighters jump into lightspeed, many others still fighting are unable to jump.

PILOT 5
I can't, my coordinates are jammed!

SCENE 045 - INTERIOR COCKPIT, DOOKU'S Cruiser

ANAKIN is at the helm, concentrating intently on the controls.

ANAKIN
Come on, come on!

From the cockpit, ANAKIN sees the blue haze engulfing DOOKU'S PRIVATE CRUISER as it begins to make the jump.

ANAKIN
I hope this works.

SCENE 046 - EXTERIOR SPACE, SEPARATIST BATTLESTATION

With a small crack and then a massive ear-shattering roar, the Separatist Battlestation explodes. The explosion spreads seemingly forever, destroying all of the Jedi Starfighters and the Droid Fighters in it's path.

SCENE 047 - INTERIOR REPUBLIC STARCRUISER, CONTROL DECK

OBI-WAN paces nervously on the control deck, then he stops and stares at the holographic image of the Separatist Battlestation fades away, along with all of the lights associated with the Jedi Starfighters and the Droid Fighters.

OBI-WAN
(morosely) How many made it?

REPUBLIC COMMANDER
Several. A fraction of them

OBI-WAN
(head bows in sadness) And Anakin's team?

REPUBLIC COMMANDER
(searching the control panels) There's no sign that they got out in time. Sorry. (pauses) We know he was your friend.

OBI-WAN
(hides his face) Continue to search for any survivors. 

OBI-WAN begins to leave when he hears a familiar voice on the comlink.

ANAKIN (V.O.)
....anyone copy? Does anyone copy?

The entire control deck cheers, and a smile returns to OBI-WAN'S face as he gets closer to the monitor. 

REPUBLIC COMMANDER
Yes we do, Lieutenant Skywalker! Loud and clear!

SCENE 048 - EXTERIOR SPACE, DOOKU'S Cruiser

DOOKU'S Cruiser slows down as it approaches the hulking Republic Starcruiser.

SCENE 049 - INTERIOR COCKPIT, DOOKU'S Cruiser

ANAKIN
Did the fleet make it out?

The REPUBLIC COMMANDER is silent.

ANAKIN
Do you copy me? Did the fleet make it out?

OBI-WAN (V.0.)
(serious) Only some, Anakin. They didn't have enough time to enter lightspeed. But I'm glad to hear your voice.

ANAKIN
As I yours, Master. I was the only one who made it.

SCENE 050 - INTERIOR REPUBLIC STARCRUISER, CONTROL DECK

OBI-WAN stared at ANAKIN'S borrowed vehicle, DOOKU'S Cruiser.

OBI-WAN
Do you know if Count Dooku escaped?

SCENE 051 - INTERIOR COCKPIT, DOOKU'S Cruiser

ANAKIN
I'm certain he did not.

OBI-WAN (V.O.)
I'm going to report directly to the Jedi Council of our victory Anakin, I'll see you back on Coruscant when you return.  

ANAKIN is quiet.

OBI-WAN
Anakin...

ANAKIN
Yes, Master.

ANAKIN begins to enter the Republic Starcruiser through the hull.

OBI-WAN
I'm glad you made it.

ANAKIN 
(breathing a sigh of relief) So am I, so am I.

SCENE 052 - INTERIOR NABOO CRUISER, PADMÉ'S QUARTERS

PADMÉ and DORMÉ are sitting calmly in her private quarters, when a NABOO CAPTAIN CARTHILIS enters. They rise up to greet CAPTAIN CARTHILIS.

CAPTAIN CARTHILIS
M'Lady. (nods) There's an incoming transmission for you.

PADMÉ
(looks at Dormé, then back at the captain) From who?

CAPTAIN CARTHILIS
From Senator Organa and Senator Binks. They claim it's urgent.

PADMÉ
You may allow it.

PADMÉ and DORMÉ walk toward the hologram projector, they press and button and a hologram of both SENATOR ORGANA and SENATOR BINKS appears. CAPTAIN CARTHILIS leaves the room.

SENATOR ORGANA
Lady Amidala?

PADMÉ
Yes, Senator Organa, Senator Binks. What brings this unexpected transmission?

SENATOR ORGANA
Well, M'Lady, it's a concern about the Chancellor, or rather his power.

PADMÉ
The emergency powers?

SENATOR ORGANA
Yes, M'Lady. There is a vast range of support for him to retain them, even after the end of the conflict. The official news now is that the Confederacy has been routed, and the last remaining remnant of their support has been destroyed.

PADMÉ
(breathing easy) So the war is finally over.

SENATOR ORGANA
(nods)

SENATOR BINKS
Desa war is over, Amidala. Mesa reqested desa Chancellor to remova dem emergency powers. 

PADMÉ
And he refused to, Jar Jar?

SENATOR BINKS
Not exactly. Hesa reluctant. Senator Organa esa right. Isn't gonna happen, me thinks.

PADMÉ shrugs, walks a few short steps, her arms covering her pregnancy, concealing it with her thick robes.

PADMÉ
I will be arriving on Naboo shortly, I would like to speak about this with you in person. If what you say is accurate, then the leaders of Naboo will undoubtedly want to hear more about your proposal.

SENATOR ORGANA
There is some business I have left here on Coruscant, but I've been told that there may be some senators already en route to Naboo, for that very reason. I will make my way out there as soon as I can.

PADMÉ
Very well. See you then.

SENATOR ORGANA and SENATOR BINKS vanish. PADMÉ and DORMÉ stare at each other momentarily. Strain suddenly overtakes PADMÉ'S face, and she collapses into a chair.

DORMÉ
M'Lady, what's wrong? (rushes to her side) What's wrong?

PADMÉ
I think it's time.

DORMÉ runs to the comlink, and quickly makes a connection.

DORMÉ
Artoo! Artoo! Report to Lady Padmé's quarters immediately!

DORMÉ helps PADMÉ up, and begins to escort her to the bed.

SCENE 053 - INTERIOR NABOO CRUISER, DROID DECK

ARTOO stands by THREEPIO on the Droid Deck. THREEPIO is talking to himself as he carried a small tray of tools across the deck.

THREEPIO
....this dingy rust bucket. They don't like us, I tell you. We're always traveling from here to there. Never a time for rest, and I do believe I am falling apart-

ARTOO interrupts with beeping and whirring, lights flash as the message comes through.

DORMÉ (V.O.)
Artoo! Artoo! Report to Lady Padmé's quarters immediately!

THREEPIO
Artoo, why must you always interrupt. You never listen to me anymore-

ARTOO beeps and whirs; he begins to exit the room.

THREEPIO
What do you mean we need to report to Lady Padmé's room?

ARTOO heads off down the corridor.

SCENE 054 - INTERIOR NABOO CRUISER, CORRIDOR

THREEPIO
Artoo! Artoo! Come back here!

ARTOO follows the corridor to a turn, and leaves.

THREEPIO
Artoo wait! Why must you always leave me!

SCENE 055 - EXTERIOR SPACE, GREMLIN 212

OBI-WAN'S ship, a Republic Escort Fighter called Gremlin 212 makes its way through space.

SCENE 056 - INTERIOR COCKPIT, GREMLIN 212

OBI-WAN is at the helm, driving the craft cautiously. He is alone. He hears a sudden beeping noise, and his view turns to navigation screen. There are three dots exiting hyperspace. He looks towards the direction of the vehicles and sees them flying toward the neighboring HAD ABADDON SYSTEM.

SCENE 057 - EXTERIOR SPACE, HAD ABADDON SYSTEM

Two small DROID FIGHTERS flank a third, large REPUBLIC CRUISER. They head toward the dark black planet of HAD ABADDON.

SCENE 058 - INTERIOR COCKPIT, GREMLIN 212

OBI-WAN'S face tenses, his eyes narrow.

OBI-WAN
Droid Fighters? What are they doing with a Republic Cruiser?

OBI-WAN slows his own craft down, and moves his hands across the control panel. He located the comlink and begins to send out a message.

OBI-WAN
I've just entered the (pauses checking his nav-screen) Had Abaddon system, and I've located two Droid Fighters accompanying a Republic Cruiser. I did not authorize this. I'm going to follow them, and see what I find.

SCENE 059 - EXTERIOR CORUSCANT, JEDI TEMPLE - NIGHT

The JEDI TEMPLE stands in the darkness of night on Coruscant. It's many lit windows indicate that the JEDI ORDER is busy.

SCENE 060 - INTERIOR JEDI TEMPLE, YODA'S QUARTERS - NIGHT

JEDI MASTER YODA and JEDI MASTER MACE WINDU sit within a dim light as a holographic inbound image appears in the center of the room. It is OBI-WAN, sitting at the control deck of a ship.

OBI-WAN (V.O.)
...and see what I find. I'll report back shortly.

His hologram disappears.

MACE WINDU
What business would those crafts have with each other?

YODA
See, we will upon Obi-Wan's report.

A door opens with a hiss of air and JEDI MASTER KI-ADI-MUNDI appears. He nods his head and enters.

KI-ADI-MUNDI
Senator Bail Organa of Alderaan is here. He is requesting to speak with the High Council on a matter of security.

YODA and MACE WINDU exchange glances shortly.

MACE WINDU
Convene the Council.

KI-ADI-MUNDI nods and leaves the room.

SCENE 061 - EXTERIOR SPACE, GREMLIN 212

The GREMLIN 212 follows the distant lights as they near HAD ABADDON.

SCENE 062 - INTERIOR COCKPIT, GREMLIN 212 - DAY

OBI-WAN'S eyes are set on the three crafts as they enter the ash-filled atmosphere of HAD ABADDON.

SCENE 063 - EXTERIOR HAD ABADDON, THE SURFACE - DAY

The three ships drop to the surface of the planet and then, winding through the large mountains and rising columns of ash and soot coming out of them. Smoke is abundant and the surface of the planet is filled with volcanoes, with streams of magma emerging from craters. They dodge back and forth, calmly but cautiously, navigating through the plumes of debris and trails of smoke coming from the planet's surface. The Gremlin 212 is in tow, following their lead from a safe distance.

SCENE 064 - INTERIOR COCKPIT, REPUBLIC CRUISER - DAY

The bridge of the pursued Republic Cruiser is dark. A SHADOWY FIGURE works the control panel. He notices the beep from his navigation screen, following them. He taps several buttons.

SCENE 065 - EXTERIOR HAD ABADDON, THE SURFACE - DAY

The two Droid Fighters break off from their flanking position, and each corners toward it's outside flank turning them 180° degrees from their original direction. They head right towards the Gremlin 212.

SCENE 066 - INTERIOR COCKPIT, GREMLIN 212 - DAY

OBI-WAN
Oh, boy.

SCENE 067 - EXTERIOR HAD ABADDON, THE SURFACE - DAY

The two Droid Fighters dart towards the Gremlin 212 at a very fast speed. They begin to fire unrelentingly. Shots deflect off of the Gremlin 212's shield. The Gremlin 212 twirls down towards the surface, spiraling down into an ashen smog.

SCENE 068 - INTERIOR COCKPIT, GREMLIN 212 - DAY

OBI-WAN maneuvers the Gremlin 212 from side to side, do the incoming fire from the DROID FIGHTERS.

OBI-WAN
Blasted!

SCENE 069 - EXTERIOR HAD ABADDON, THE SURFACE - DAY

The Gremlin 212 descends right to the surface, dropping to only meters from the rocky terrain. The Droid Fighters fly in synch behind, twirling in and out of each other's flight paths, firing a barrage of bolts towards the Gremlin 212.

The Gremlin 212 drops even further into the planet's surface, into a large canyon. The Droid Fighters stop only for a second, then once again regaining pace behind the Gremlin 212. They open fire again.

SCENE 070 - INTERIOR COCKPIT, GREMLIN 212 - DAY

Inside the control deck, OBI-WAN is struggling to maneuver the ship through the turns and sways of the canyon, while examining the deflector shield levels at his side. They are dropping perilously fast.

SCENE 071 - EXTERIOR HAD ABADDON, THE SURFACE - DAY

The Droid Fighters continue to fire and one bolt strikes the engine. The engine begins to smoke and then explodes, echoing through the canyon. The Gremlin 212 shudders as it exits the canyon over a vast valley, filled with rivers of burning lava.

SCENE 072 - INTERIOR COCKPIT, GREMLIN 212 - DAY

OBI-WAN takes one swift look at the deflector shield levels, almost completely depleted. Putting the Gremlin 212 on autopilot, he leaps from his seat and runs down a corridor.

SCENE 073 - INTERIOR GREMLIN 212, REAR BAY - DAY

OBI-WAN enters the large rear bay of his ship. Upon entering, the lights turn on and within the rear bay hovers a Jedi Starfighter. He enters the Jedi Starfighter, and the ARTOO UNIT welcomes him with a beep. With a wave of his hand the rear bay door opens. Behind him, HAD ABADDON'S surface speeds away at a very fast clip, and the Droid Fighters are still firing without sign of letting up. The cockpit of the Jedi Starfighter closes around OBI-WAN, as it is hooked to a small cable hold it in place. He ignites the engines to the Jedi Starfighter, and then, with a wave of his hand the cable unlocks. 

SCENE 074 - EXTERIOR HAD ABADDON, THE SURFACE - DAY

The Jedi Starfighter drops backwards out of the Gremlin 212's rear bay. The Droid Fighters, in close pursuit, zoom right by it. With OBI-WAN piloting, he fires directly at the Droid Fighter to his left. It explodes immediately, pieces fly in all directions. The Gremlin 212 is still receiving fire from the Droid Fighter and then explodes, a final shot destroying the Escort Fighter. Large pieces of the craft careen back across the terrain at the Droid Fighter and the Jedi Starfighter. The Jedi Starfighter dodges a large engine; but the Droid Fighter is unable to evade several remaining portions of the hull. It clips one of the pieces, and spins out of control off to the Jedi Starfighter's right. 

The Jedi Starfighter launches forward through the smoke and ash, but from the side again comes an attack from the same Droid Fighter. It closes in on the rear of the Jedi Starfighter. OBI-WAN looks behind him as the Droid Fighter fires. A volcano erupts nearby, throwing fire and magma into the sky. The shots from the Droid Fighter are deflected by the shield, as the two ships wind between the falling lava. OBI-WAN sees a volcano which appears on the verge off eruption, and veers toward it at full speed. The Droid Fighter follows closely, still firing. And the moment the Jedi Starfighter passes over the volcano, it erupts and explodes violently. OBI-WAN narrowly misses the explosion, but the Droid Fighter is consumed.

SCENE 075 - INTERIOR COCKPIT, JEDI STARFIGHTER - DAY

OBI-WAN takes a deep breath, and then refers to his nav-screen. He sees the third ship, the Republic Cruiser heading in a specific direction. He sets course for the Republic Cruiser, rocketing off into the distance.

SCENE 076 - INTERIOR JEDI TEMPLE, COUNCIL CHAMBER - NIGHT

The JEDI HIGH COUNCIL members are gathered within their chamber. YODA, MACE WINDU, and KI-ADI-MUNDI round off the center as senior members. At the center of the chamber stands BAIL ORGANA alone. The chamber is dimly lit, and outside the lights of CORUSCANT'S nightlife sparkles chaotically.

MACE WINDU
To what do we owe your visit, Senator Organa?

SENATOR ORGANA
A very grave matter, in which I hope we can work together as we have throughout the Clone Wars.

YODA
What grave matter is this, senator?

SENATOR ORGANA
Over the last three years the Chancellor has exercised a form of marshal law. Due to the need for the clones to confront the threat of the Separatist Movement, it was something that was needed. Well, as you have no doubt be advised, the war has ended. Thanks in large to General Obi-Wan Kenobi, the separatist forces have been removed. Among several senators, including myself, there is a deep concern that now that the war has ended that the Chancellor will be reluctant to remove his emergency powers. If allowed to do this, the Republic as we know it now will cease to exist. Instead, it would be replaced by a dictatorship...(pauses)...an Empire.

KI-ADI-MUNDI
What makes you think that the Chancellor will not do as he said he would at the start, and step down?

SENATOR ORGANA
I wouldn't have even considered the issue until I realized his utterly complete control of the Senate's majority. There is a very large group of senators who would benefit from this particular Chancellor not only remaining in power, but having his power unfettered. Now, with systems in ruin and chaos, this affords him the perfect opportunity for such.

MACE WINDU
And if he does not, what is your proposal?

SENATOR ORGANA
(pauses) Over the past sixth months we've been constructing a militia on a planet in the Outer Rim. Some of the senators, including myself, are hoping to remain within the Senate, to maintain some form of control. The planet is called Kaiburr, and all they need some form of independent leadership. They need the Jedi Order.

There is a brief pause, the JEDI COUNCIL MEMBERS exchange glances.

MACE WINDU
Although your concerns seem legitimate, we have no reason, thus far, to distrust Chancellor Palpatine. If he does refuse to remove the emergency powers, then we will consider your proposition. However, I think you will find us hard-pressed to enter another war.

YODA
Great, our loss already is. Watch, we will the Chancellor's movements. Proved right your accusations are, then we will join your cause.

SENATOR ORGANA
Very well, thank you for your time. (nods)

SENATOR ORGANA leaves the chamber. 

MACE WINDU
Do you believe the Chancellor will not step down?

YODA
A mystery, this situation remains. Hidden in darkness, his actions are.

SCENE 077 - EXTERIOR SPACE, NABOO CRUISER

The NABOO CRUISER jettisons through space towards the NABOO SYSTEM.

SCENE 078 - INTERIOR NABOO CRUISER, MAIN CORRIDOR 

THREEPIO stands unwittingly outside the PADMÉ'S quarters. Then a small baby's crying is heard.

C3-PO
Oh, my.

THREEPIO begins to pace towards the door. And hears another baby crying, now both two at the same time.

C3-PO
Oh dear, Lady Padmé is giving birth.

SCENE 079 - INTERIOR PADMÉ'S QUARTERS

PADMÉ lies in bed, covered in a blanket. She has TWO BABIES, one cuddled under each arm, clothed in a white cloth. DORMÉ is at the side, near a small basin washing her hands and smiling. ARTOO is beeping happily while carrying white cloth to a side compartment. THREEPIO opens the door and enters. Both babies seem at peace now.

PADMÉ
Threepio, come here and meet Luke and Leia.

C3-PO
They are so small. (bends over to Luke) Hello, little one. Do you understand me? (no answer) Botch viedo, crosso? (Luke giggles) Hmm, I am fluent in over six billion forms of communication but this form I don't understand. Do you suppose it is encrypted?

PADMÉ
Threepio, he's a baby. He won't be able to talk for quite a while.

C3-PO
Oh dear, well then, how do you know what it is trying to say?

PADMÉ
They speak from the heart. (smiles) Or in other, louder ways.

DORMÉ
M'Lady, how do you feel?

PADMÉ
Well, thank you Dormé. And thank you Artoo.

ARTOO beeps in recognition.

PADMÉ
I wish Anakin was here. 

DORMÉ
He will be, soon enough.

PADMÉ
Do you think he will be angry that I have not told him about this?

DORMÉ
It was suppose to be a surprise, there's nothing wrong with that. I think he will be proud. He loves you, and he will love his children.

SCENE 080 - EXTERIOR PUR-LEEN, FIELD - TWILIGHT

In a vast field within the planet PUR-LEEN, a large gathering of the Army of the Republic prepares for a celebration. CLONE TROOPERS, JEDI and REPUBLIC OFFICIALS are scattered abroad in a large green field, of which most the planet is covered. There are large Republic Dropships and Cruisers which have landed and continue to land. The hustle and bustle of the troops is seen as they prepare for CHANCELLOR PALPATINE'S speech.

SCENE 081 - EXTERIOR PUR-LEEN, OUTSKIRTS - TWILIGHT

ANAKIN and a small group of JEDI ignite a pyre in which ZAVIN is being buried. They stand in a circle around the pyre, as ZAVIN'S body is consumed. ANAKIN'S eyes are watery, and his face is tense. A RED GUARD approaches the pyre from the rear. ANAKIN notices and goes to meet him.

RED GUARD
The Chancellor wishes to have a word with you.

ANAKIN nods. The two head towards the shuttle.

SCENE 082 - INTERIOR PALPATINE'S SHUTTLE, PALAPTINE'S QUARTERS - TWILIGHT

PALPATINE sits on a chair, but rises when ANAKIN enters. There are TWO RED GUARDS standing on both sides of the entryway. ANAKIN bows before PALPATINE.

ANAKIN
How was your trip, your Excellency?

PALPATINE
Quite fine. I'm glad to see the conflict is over. I've heard quite a few great things about you Anakin and your heroics. I heard the station was completely destroyed, by you?

ANAKIN
No sir, I did not. The battlestation was armed upon my arrival, although I do have an idea who was responsible.

PALPATINE
Dooku. Did you confront him?

ANAKIN
Yes. He is no longer a threat.

PALPATINE
(a smile spreads across his face, he begins to pace slightly) Amazing.  Did he not battle you, Obi-Wan and Master Yoda, victoriously on Geonosis years ago? Now you face him and he is no more. You're skills have increased. You are a powerful Jedi.

ANAKIN
Not powerful enough. (looking to the side) I lost a friend in this battle. (pauses) I left him, to face Dooku. I shouldn't have left him alone.

PALPATINE
Oh now, you can't blame yourself for that. You did what you had to, what you must. Only the weak question their actions, the powerful act without hesitation. 

ANAKIN
Master Yoda says I should consider my actions and that I should not let my emotions dictate them.

PALPATINE
Master Yoda has good intentions, but even he could not defeat Dooku. You must understand your full potential is not with those who are less then you; you can't allow people who do not have your powers control when or where you use them. You did what was right, and your friend did not die in vain. Dooku is dead and gone and the Republic is saved.

ANAKIN
(looks off to the side again, pondering) Perhaps you are right. I sense that there is another reason for you calling me here.

PALPATINE
Yes, a very serious issue has arisen. Several of my advisors have informed me that there is a group of individuals, some even within the Senate, who are seeking to conspire against the Republic.

ANAKIN
Another rebellion? By whom?

PALPATINE
There is little information on that, however there was one name that startled me. You being friends with her, I (pauses) well I thought you could find out for me...

ANAKIN
(furrows his brow) Padmé?

PALPATINE nods.

ANAKIN
(pauses) But she hates war, why would she do such a thing? (pauses) I've heard nothing of this before.

PALPATINE
I don't want to believe it, she's like a daughter to me. But you must understand that despite the overwhelming support for me to remain in a state of power in the Senate, there are those who do not feel the same way. I only bring it before you now because I'm concerned for her safety and I know you care for her. You know as I do that the only way to bring the Galaxy back to order and heal the destruction that has been made at the hands of the Separatists is through unlimited resources of power, and the ability for our government to make decisions in the moment. If we get bogged down in debate or have to resort to commissions for answers, then more will perish and suffer even well after the war. Amidala knows this better then most, which is why the news came as a shock to me.

ANAKIN
I can't believe it; it doesn't feel right.

PALPATINE
People change Anakin. This the reason why I wanted to speak with you. I need to know if this is true. I don't want another war, but if another rebellion begins I have no choice in the matter.

ANAKIN
I'll find out for you.

PALPATINE
Thank you, Anakin. You are a loyal friend. I would like you next to me tonight, during my speech. Your valiant service of the Republic deserves a place of honor.

ANAKIN
I will do as you request, Chancellor. (nods, and departs)

SCENE 083 - EXTERIOR HAD ABADDON, THE SURFACE - DAY

OBI-WAN'S Jedi Starfighter slows to a stop, hovering in a blackened fire-scorched expanse. Off into the distance, the mysterious Republic Cruiser makes it's way to a large structure made out of rock and ash. The structure has towers and spires, and appears to be a temple from afar. The Jedi Starfighter cautiously approaches.

The Republic Cruiser lands just outside the temple. OBI-WAN opens his cockpit, and stands up inside his craft. He uses macrobinoculars to view the craft and temple. From within the hatch, a shadowy figure emerges. Upon zooming in closer, OBI-WAN recognizes the figure to be MONX BITTU, a bodyguard and assistant to CHANCELLOR PALPATINE. MONX BITTU is a muscular humanoid figure, with pure white skin, but almost completely cloaked in red cloth. He has a piece of cloth that runs from the top of his head, between his eyes, and down his face, hanging enigmatically. He carries a long force pike with him always, as he does now.

MONX BITTU is alone, and heads toward the front entrance of the temple, with steps leading upwards and within. OBI-WAN zooms in on the temple, scanning the walls and the towers.

OBI-WAN
What is the Chancellor's bodyguard doing with Droid Fighters?  

He zooms in even closer at markings on the wall. It appears to be some form of writing. It appears in several areas that he scans. He removes the macrobinoculars and his eyes narrow suspiciously. He looks to the back of the Jedi Starfighter, where R4-P17 is perched.

OBI-WAN
Arfour, prepare to send a message.

SCENE 084 - INTERIOR JEDI TEMPLE, COUNCIL CHAMBER - DAWN

The morning light streams through the windows, the HIGH COUNCIL is convened. At the center of the Chamber, a hologram of OBI-WAN appears.

OBI-WAN (V.O.)
....do you copy?

MACE WINDU
Yes, Obi-Wan. What news do you have to report us?

OBI-WAN (V.O.)
Upon following the three ships onto Had Abaddon I was met with hostility. Two of the ships were Droid Fighters, and they attacked me. Once they were dispatched I followed the third ship, a Republic Cruiser to this point. The pilot of the Cruiser appears to be one of the Chancellor's guards?

MACE WINDU
What would a royal guard be doing that far away from Coruscant?

KI-ADI-MUNDI
And why would he be accompanied by enemy fighters?

OBI-WAN (V.O.)
There's more. He landed near what appears to be an ancient temple. The temple bears a very specific form of writing against the walls. (pauses) I believe this is a Sith Temple.

The HIGH COUNCIL MEMBERS are taken aback by the statement.

YODA
Sure of this, you are Obi-Wan?

OBI-WAN (V.O.)
Yes, Master.

MACE WINDU
What sort of connection would a body guard for the Chancellor have with the Separatists, or the Dark Lords of the Sith?

YODA
Disturbing news, this is.

KI-ADI-MUNDI
Could it have been Count Dooku's lair? Perhaps it was he and his apprentice on Naboo that killed Qui-Gon a decade ago.

OBI-WAN (V.O.)
I don't believe that Dooku was the Sith Master. As you remember, Dooku mentioned a Sith Lord by the name of Darth Sidious. He said that he was in control of the Senate, my feelings tell me the answer lies in that somehow.

MACE WINDU
Dooku was being controlled by the dark side of the Force, how can you be certain what he was saying was the truth?

OBI-WAN (V.O.)
There was no reason for him to tell me anything. I was his prisoner and if I didn't join I was to be killed. I honestly believe he thought I would join him, because of our mutual friendship with Qui-Gon. I believe his proposition was sincere, and I believe he was telling the truth about Darth Sidious.

KI-ADI-MUNDI
But Count Dooku was a Dark Lord himself, you know there can only be two, do you not?

OBI-WAN (V.O.)
Dooku said that Darth Sidious had caused the conflict on Naboo, and I believe he caused the conflict on Geonosis. I believe Darth Sidious was Dooku's master. That is why the order for the clone army on Kamino happened long after the death of Sifo-Dyas. (pauses) It was the Sith who placed the order and it was the Sith who instigated the war. If Sidious controls the Senate, this would be the easiest way for him to gain power. Through war.

MACE WINDU
How could a Dark Lord of the Sith control the Senate?

KI-ADI-MUNDI
Perhaps Senator Organa's concerns about the Chancellor remaining in power are the answer. The Chancellor may be the one controlled by the Sith.

OBI-WAN (V.O.)
Perhaps, however, my feelings point to a specific member within the Senate; that individual must be Darth Sidious.

YODA
Perceptive, you have become, Obi-Wan. Unlocked the secret of the Sith, you have.

A look of surprise grows on the faces of the entire HIGH COUNCIL.

MACE WINDU
Chancellor Palpatine? How could we have missed that?

YODA
Powerful, the dark side is. Impossible, to see clearly. No way we could have known.

MACE WINDU
Then I guess we have no choice but to address this with the Senate. Obi-Wan, do not confront this guard, it's in our best interests not to make our knowledge of this known. Return back here as soon as possible so we may discuss this further.

OBI-WAN (V.O.)
Yes, Master. (bows head, and the transmission ends)

SCENE 085 - EXTERIOR PUR-LEEN, FIELD - TWILIGHT

The celebration starts to begin on PUR-LEEN. There has been a large stage and podium erected; THOUSANDS OF MILITARY PERSONNEL are gathered around it, with their ships and campsites spread abroad over the wide-spreading fields of PUR-LEEN. On the stage are VARIOUS MILITARY OFFICIALS, ANAKIN SKYWALKER, MAS AMEDDA and CHANCELLOR PALPATINE. MAS AMEDDA approaches the podium to begin the ceremony.

MAS AMEDDA
To comment on the closure of the The Great Clone War and commend the valor of those who fought bravely, the honorable Supreme Chancellor Palpatine himself has requested to speak with you personally. (moves to the side, and motions towards the Chancellor with his hand) His Excellency, The Supreme Chancellor of the Galactic Republic.

PALPATINE approaches the podium modestly. There is a great applause for him, and an immense amount of cheering from the crowd. ANAKIN himself is clapping, with a smile.

SCENE 086 - EXTERIOR HAD ABADDON, THE SURFACE - DAY

OBI-WAN, preparing to leave the planet, is searching in a side panel of the Jedi Starfighter.

OBI-WAN
That's impossible Artoo, the nearest hyperspace port is three systems away?

ARFOUR beeps a reply.

OBI-WAN
We'd better get going. It's going to take us long enough as it is, and I have a bad feeling if we stay much longer we will-

He is interrupted by a sudden booming sound being emitted from the Sith Temple. He looks towards the direction and sees nearly a dozen Droid Fighters ascend from the planet.

OBI-WAN
This is not good.

He jumps into the Jedi Starfighter, and ignites the engine. The craft lifts off the ground and rises into space.

SCENE 087 - EXTERIOR SPACE, JEDI STARFIGHTER

OBI-WAN watches while the last of the Droid Fighters disappear into the darkness of space. 

OBI-WAN
We have to get back to the Coruscant. We'd have no chance in a fight with those ships. (pauses) Peculiar though...

The Jedi Starfighter jettisons towards the edge of the HAD ABADDON system.

SCENE 088 - EXTERIOR PUR-LEEN FIELD, PODIUM - NIGHT

PALPATINE is still receiving a small applause, he raises his hand to quiet the crowd. 

PALPATINE
Thank you. Your kindness is appreciated. (pauses) Over the last three years you have fought bravely for truth and for freedom. When the rebellion formed under Count Dooku and the Confederacy of Independent Systems, the Republic was faced with a dire future. You, my friends, were beacons of hope in the midst of this turmoil. You are the reason the Republic still exists!

An applause erupts for a short duration; PALPATINE pauses his speech.

PALPATINE
And although the war is done, pockets of resistance still exist. Chaos and wide-spread poverty has broken out across the Galaxy, the very price of war. This is the very reason we should strive towards restoration. The Republic's goals should be-

PALPATINE is cut off, by a nearby explosion. The ground shakes violently and the noise thunders through the air. Through the night sky a dozen Droid Fighters appear, bearing on the crowd with their full force. They fire without hesitation, cutting through the crowd and destroying nearby ships. ANAKIN, seeing the imminent danger, rushes towards PALPATINE.

ANAKIN
We have to go! Come quickly.

PALPATINE, without hesitation, follows behind ANAKIN through a back route among several large ships. All around them a firestorm of chaos breaks out. Explosions and blaster fire fills the air. Many of the Republic forces head to the remaining crafts and begin to fight back. A few of the Droid Fighters are shot down.

ANAKIN presses on, hurrying to PALPATINE'S Shuttle. FIRE burns around them as a dog fight between the Droid Fighters and some of the Jedi Starfighters and Republic Fighters. ANAKIN reaches the ship and opens the entry bay with a wave of his hand. PALPATINE follows him up the ramp.

SCENE 089 - INTERIOR PALPATINE'S SHUTTLE, CORRIDOR - NIGHT

ANAKIN rushes down a corridor towards the flight deck.

ANAKIN 
Strap in, this could get rough!

He finds his place at the control deck and begins to press the controls. Ahead of him he can see the CARNAGE. PALPATINE'S Shuttle begins to ascend from the ground.

SCENE 090 - EXTERIOR PUR-LEEN - NIGHT

PALPATINE'S Shuttle emerges from the violent battle in the sky. Three Droid Fighters break away from the battle, and race towards the ship. 

SCENE 091 - INTERIOR COCKPIT, PALPATINE'S SHUTTLE - NIGHT

ANAKIN notices the three Droid Fighters in pursuit. He tightens control of the ship and begins to maneuver.

ANAKIN
Hold on to something!

SCENE 092 - EXTERIOR PUR-LEEN - NIGHT

PALPATINE'S Shuttle thrusts forward down PUR-LEEN'S terrain. The planet is mostly a vast flatland of flora, with very little level changes. The three Droid Fighters press on, without hesitation. They begin to fire.

SCENE 093 - INTERIOR COCKPIT, PALPATINE'S SHUTTLE - NIGHT

Several shots hit PALPATINE'S Shuttle, ANAKIN glances at the deflector shield levels and then opens a weapons engagement slot. He activates the rear wing weapons.

SCENE 094 - EXTERIOR PUR-LEEN - NIGHT

On the wings, two large plasma cannons emerge, facing in the direction of the Droid Fighters. ANAKIN begins firing. The blast shots slide down the sweeping landscape towards the Droid Fighters, destroying the lead fighter. The two remaining Droid Fighters dodge debris from the explosion, but gather speed again and stay in pace with PALPATINE'S Shuttle.

SCENE 095 - INTERIOR COCKPIT, PALPATINE'S SHUTTLE - NIGHT

ANAKIN banks the craft sharply right. His eyes focus on a large gaping hole in the terrain.

SCENE 096 - EXTERIOR PUR-LEEN, PALPATINE'S SHUTTLE - NIGHT

PALPATINE'S Shuttle dives into the hole, and the exterior guiding lamps turn on. The ship submerges deep into under the planet's surface, the Droid Fighters still in tow. ANAKIN steers his ship masterfully through the treacherous tunnel, barely missing the shards of rock protruding from the hole's walls.

One of the Droid Fighters can't hang on through the deadly terrain and explodes into one of the tunnel-sides. The other still remains constant.

SCENE 097 - INTERIOR COCKPIT, PALPATINE'S SHUTTLE - NIGHT

ANAKIN sees the remaining Droid Fighter, not holding back and still firing brutally away. He closes his eyes and allows the FORCE to take control. He begins adjusting the controls, his eyes still closed. 

SCENE 098 - INTERIOR PUR-LEEN HOLE - NIGHT

PALPATINE'S Shuttle rockets forward, leaving the Droid Fighter in the darkness of its pursuit. The Droid Fighter slows down it's pace, PALPATINE'S Shuttle is completely gone with no sign. 

SCENE 099 - INTERIOR PUR-LEEN HOLE - NIGHT

PALPATINE'S Shuttle is hiding behind a large rock on the cavern wall, with it's lights off. The Droid Fighter cautiously goes by it, without notice. PALPATINE'S Shuttle moves from it's location, turning on it's lights and banks sharply down the same tunnel, heading back up to the surface. The Droid Fighter takes notice, and quickly spins around to capture the fleeing shuttle.

SCENE 100 - INTERIOR COCKPIT, PALPATINE'S SHUTTLE - NIGHT

ANAKIN reaches for a weapons control switch. He flips the switch.

SCENE 101 - INTERIOR PUR-LEEN HOLE - NIGHT

A ball of white fire is released from the back of PALPATINE'S Shuttle, and it comes in contact with the Droid Fighter, creating a massive explosion. PALPATINE'S Shuttle races towards the surface as the hole begins to collapse. FIRE from the explosion speeds towards the rear of the craft, and ANAKIN amazingly maneuvers the shuttle through the falling rock and debris. With a sudden boom, PALPATINE'S Shuttle breaks free from the hole. A burst of fire and energy erupt from the hole; PALPATINE'S Shuttle heads off into space.

SCENE 102 - EXTERIOR SPACE, NABOO CRUISER

The Naboo Cruiser enters the atmosphere of NABOO. It banks slightly to conform with the planet's surface. After a few moments, it approaches the Capital City of Theed, during dawn. The ship carefully touches down on a platform, near the Naboo Palace.

SCENE 103 - EXTERIOR NABOO, LANDING PLATFORM - DAWN

The Naboo Cruiser opens its entry door, and a ramp protrudes. There is an entourage awaiting PADMÉ AMIDALA'S arrival. It includes SIO BIBBLE, advisor of the Queen, two CURRENTLY UNREVEALED SENATORS and several NABOO GUARDS. 

DORMÉ is the first to step down, and behind her the TWO DROIDS, ARTOO and THREEPIO, exit. Then there is a hovering carriage, right in front of the SMILING PADMÉ AMIDALA. The carriage contains a snow-white cloth, and the faces of two sleeping babies.

DORMÉ approaches SIO BIBBLE, she bows her head and he bows in return. He steps towards PADMÉ, with a smile.

SIO BIBBLE
(hugs her like a father) It's good to see you Lady Amidala. It's been nearly a year since you gave the senatorial responsibilities to Senator Binks. 

PADMÉ
I felt it was my time to leave, Senator Binks has done well for Naboo, has he not.

SIO BIBBLE
He's done an exceptional job, but... (pauses) we miss you never-the-less. Your people love you.

The group of people begin to make their way to the Naboo Palace.

SIO BIBBLE
Speaking of Senator Binks, he and Senator Organa from Alderaan, wanted you to speak with these kind senators.

They approach the two CURRENTLY UNREVEALED SENATORS and one of them, a young woman PADMÉ'S AGE, with bright red hair, steps forward. The other is a Varmilis, with completely red skin, a bald head with a row of bright green feathers trailing up the center of his scalp. His eyes are the same color as his hair, and he wears a white robe.

SENATOR #1
Hello, you may not know me. Our systems have never crossed before, but I know you. My name is Mon Mothma, and I'm the senator of the Chandrilla system.

SENATOR #2
And I'm Thadius Verone, of the Krillux. We've come to see you about the rebellion.

A look of GRIM CONCERN spreads across PADMÉ'S face.

SCENE 104 - EXTERIOR NABOO, ROYAL GARDEN - NOON

PADMÉ and DORMÉ walk with the TWO TWINS in their carriage, in a beautiful, exotic Royal Garden outside the Palace. Behind them tag along ARTOO and THREEPIO.

DORMÉ
Do you think the Chancellor will listen to you if you approached him about it?

PADMÉ
(pauses) I would have said yes ten years ago. Everything has changed. You know what I am really worried about, Dormé?

DORMÉ
What is that M'Lady?

PADMÉ
Anakin is close friends with Palpatine; in fact he really looks up to him. I'm worried that he might be influenced.

DORMÉ
Why do you think such things, M'Lady? He has no reason to support Palpatine. You said it yourself, he's coming back to start a new life with you.

PADMÉ
I have a bad feeling about all of this. (pauses) And it weighs on my heart heavily.

ARTOO and THREEPIO are far enough in tow to carry on their own conversation.

THREEPIO
Don't be so negative, you dingy bucket of bolts. Personally, I've have done enough traveling for a hundred droid lives.

ARTOO beeps at him.

THREEPIO
I assure you, I am quite certain there will be no more journeys. Lady Amidala has just given birth; we will be safely out of danger for a good while.

ARTOO beeps again, short and spasmodically.

THREEPIO
Why do you say that, Artoo? From what I have heard, the Chancellor is a good honest fellow. Master Anakin seems to like him.

ARTOO beeps an insult.

THREEPIO
Huh, I am not naive. How dare you! We'll see who is naive, In my opinion you've been hit too many times up here (bangs on Artoo's outer shell). You know you're quite rude for an Astromech Droid...

SCENE 105 - EXTERIOR JEDI TEMPLE, LANDING PLATFORM - DAY

OBI-WAN'S Jedi Starfighter corners around the platform and prepares to make it's landing. The Starfighter touches down gently, and on the platform to greet OBI-WAN is MACE WINDU and KI-ADI-MUNDI. OBI-WAN opens the hatch.

MACE WINDU
There's been an attack.

OBI-WAN emerges from the Jedi Starfighter.

OBI-WAN
I know. I saw them. Droid Fighters heading back towards Pur-Leen. 

KI-ADI-MUNDI
Many died. Mostly Jedi.

MACE WINDU
Did you see where they came from?

OBI-WAN
Had Abaddon. It was from the Sith Temple.

MACE WINDU
(pauses) This confirms what we already know. Palpatine has been playing both sides to gain power. He purposely murdered those Jedi.

OBI-WAN
This move was brash for Palpatine, he was on Pur-Leen from what I understand, when they were headed in it's direction. (pauses) Was Anakin there?

MACE WINDU
From what we have heard, he escaped with Palpatine on a shuttle and is escorting him back to Coruscant now.

OBI-WAN gives MACE WINDU a cold, hard look.

SCENE 106 - INTERIOR JEDI TEMPLE, COUNCIL CHAMBER - DAY

OBI-WAN stands at the center of the HIGH COUNCIL CHAMBER and its members. SENATOR ORGANA and SENATOR BINKS stand several meters behind him.

MACE WINDU
We have decided to join your insurrection, senators.

YODA
Amassing Jedi forces on your hidden base, Master Ki-Adi-Mundi will. To accompany you to Naboo, our Obi-Wan Kenobi we send for protection. An asset, he will be. 

MACE WINDU
There, you can rendezvous with your allies and we can assess what will happen. But you must move quickly. We have sensed there will be an attack soon.

OBI-WAN
Another attack? On who?

YODA
Uncertain of that, I am. Certain only that it will be soon.

OBI-WAN
I am concerned for my Padawan, Masters. (pauses) He has a relationship with Palpatine; they are friends.

YODA
Skywalker is strong with the Force. If turned to the dark side, a powerful enemy he could become.

MACE WINDU
We will speak to your apprentice when he arrives. You must focus on assisting this new alliance. You cannot afford distraction, Obi-Wan.

SCENE 107 - EXTERIOR JEDI TEMPLE, LANDING PLATFORM - AFTERNOON

The Jedi Temple landing platform bustles with activity. OBI-WAN, SENATOR ORGANA and SENATOR BINKS are preparing to board an Alderaan Cruiser. MACE WINDU and YODA accompany them to the ship.

SENATOR ORGANA
Thank you for your support during the war, General Kenobi. Your work in the service of my planet, Alderaan was celebrated.

OBI-WAN
It was my duty, nothing more.

MACE WINDU
Obi-Wan, once you've agreed upon the best course of action with the other defectors, contact us. If the Chancellor becomes aware of our plans there is no telling what he would do.

OBI-WAN
I will, Master.

The three passengers board the ship, OBI-WAN peers over his shoulder to bid farewell.

YODA
May the Force be with you, Obi-Wan.

OBI-WAN
May the Force be with you.

Once the three are aboard, the Alderaan Cruiser lifts off the platform with a roar of its engines. It corners to the side and begins to exit. After a short moment it is gone into the blue sky.

SCENE 108 - EXTERIOR SPACE, PALPATINE'S SHUTTLE

PALPATINE'S Shuttle travels en route towards CORUSCANT.

SCENE 109 - INTERIOR PASSENGER DECK, PALPATINE'S SHUTTLE

ANAKIN and PALPATINE sit across from each other of the dark passenger deck. 

ANAKIN
I wonder what the High Council will say when I return, about my failure on the battlestation.

PALPATINE
Your failure?

ANAKIN 
I lost my entire team. They were my responsibility. I have a feeling they will punish me for it...

PALPATINE
(pauses) I can tell you resent them. I saw it in you as a child on Naboo; I saw it grow with you into the man you are now. 

ANAKIN is silent.

PALPATINE
I know more then you think, Anakin. They took you away from your mother when you were just a boy, and kept you away from her for ten years. I know that when last you saw her, she died in your arms. If those are not reasons for resentment, I don't know what is.

ANAKIN
I'm so confused. (pauses) I feel, only conflict. I use to have dreams of my mother, now I only dream about darkness. A cold, silent, darkness.

PALPATINE
Does the Council know about this?

ANAKIN
(shakes his head) I know the prophecy is true. I can feel it inside of me. But I feel the darkness also, and anger. I feel like soon I will be forced to choose sides.

PALPATINE
Trust your feelings, Anakin. The anger you feel will make you stronger.

ANAKIN turns to look at Palpatine. He looks slightly surprised.

PALPATINE
It will hold you together in times of despair. Don't repel your anger, my friend. Give into it.

ANAKIN
They say that it is the dark side.

PALPATINE
Call it what they may, but the truth is that their way of life has brought you nothing but misery. 

ANAKIN
But they are all I have. They're my family.

PALPATINE
Do not get me wrong, they have taken care of you. But their system is archaic and their code will strip you of everything you want, everything that is rightfully yours. (pauses) Your instincts, your anger, they have served you well. You defeated Dooku with them where the Jedi had failed and it will lead you to the truth. You're more powerful then they are.

PALPATINE pauses, and looks into the distance, crestfallen.

ANAKIN 
You look worried.

PALPATINE
I fear democracy has met its end. It is failing us. It nearly failed us on Naboo over ten years ago, and until it was removed for the war, it threatened our very existence. 

ANAKIN
And you believe that the Galaxy's conflict will only be resolved when the Senate no longer how power?

PALPATINE
It's not of my choice, I assure you. All the signs are there, Anakin. Corruption, systems in chaos, war and death. We're entering a time where the Jedi will not be able to save us. We need a government that acts without pause, not one that debates while countless lives are lost. (pauses) If you were in my place, what would you do?

ANAKIN
I would stop the pain. (looks at his robotic hand) I would stop the dying at any cost. And I would punish those who would dare cause it.

PALPATINE
You are learning, my friend. (grins within the shadows)

SCENE 110 - EXTERIOR NABOO PALACE - DAY

THEED is bustling with city activity during the center of the day.

SCENE 111 - INTERIOR NABOO PALACE, THRONE ROOM - DAY

PADMÉ AMIDALA, SIO BIBBLE, MON MOTHMA, THADIUS VERONE and QUEEN JAMILLA sit in the Royal Throne Room. QUEEN VERONE is on the throne, and the others extend out on both sides.

MON MOTHMA
There is no reason for us to believe that the Chancellor is aware of our plans.

QUEEN JAMILLA
And if he is, what's to stop him from directly attacking one of the our systems. 

MON MOTHMA
Which is why I am removing myself as senator. I plan on investing all my time into this cause. Failure is not an option.

Down a nearby corridor, a YOUTHFUL FIGURE DARTS in between the SHADOWS. The FIGURE is in a dark robe and is unseen by the attendees as it stops behind a large pillar, and becomes still.

PADMÉ
And the other senators?

THADIUS VERONE
Other then Mon Mothma, the consensus is that we remain in the Senate. If the Chancellor's intentions are made known, it will be important for us to have some ground within the Galactic government.

The FIGURE begins to stir again, and unnoticed it returns down the corridor.

SCENE 112 - INTERIOR NABOO PALACE, DARK CORRIDOR - DAY

The FIGURE quickly and silently moves down the dark corridor. It turns down a sharp corner and enters another corridor. Now, still encased in shadows, the FIGURE climbs a nearby flight of stairs until it reaches a doorway. It opens the doorway revealed the rooftop of the Naboo Palace.

SCENE 113 - EXTERIOR NABOO PALACE, ROOFTOP SECTION - DAY

The FIGURE removes it's outer garment, revealing that it is a young BOBA FETT. He is wearing the armor and devices of his father, save for a helmet he has placed behind a nearby spire. He approaches the helmet and replaces it with his our garment. BOBA FETT puts the helmet on and then rockets off the rooftop into the sky.

SCENE 114 - EXTERIOR SPACE, PALPATINE'S SHUTTLE

PALPATINE'S Shuttle approaches the golden sphere of CORUSCANT. It enters the atmosphere, and DROPS below the cloud covering. 

SCENE 115 - EXTERIOR CORUSCANT CITYSCAPE - NIGHT

The lights of the city a bright and is a bustle with activity. The ship cruises across the cityscape, winding among buildings.

SCENE 116 - EXTERIOR SENATE BUILDING, LANDING PLATFORM - NIGHT

PALPATINE'S Shuttle lands smoothly on the platform and an entourage of SENATORIAL OFFICIALS awaits his arrival. The entry hatch opens with a hiss of air. ANAKIN comes first down the ramp. PALPATINE follows directly after and stands side-by-side with ANAKIN. 

PALPATINE
So you're going to the Jedi Temple now?

ANAKIN
Yes. Then to Naboo.

The entourage begins to approach PALPATINE and ANAKIN.

PALPATINE
Inform me on what you uncover. Your information is crucial to preventing another war.

ANAKIN
I will, your Excellency.

The entourage begins to attend to PALPATINE. ANAKIN begins to leave.

PALPATINE
And Anakin...

ANAKIN 
(turns) Yes Chancellor.

PALPATINE
If you need anything, don't be afraid to make it known. There will be a starship here when you return, if you need it. I look forward to hearing back from you, my friend.

ANAKIN turns away, and heads down the platform to the docking bay. PALPATINE is groomed by the entourage.

SCENE 117 - EXTERIOR CORUSCANT, JEDI TEMPLE - NIGHT

The Jedi Temple is covered in darkness, only a few lights are visible.

SCENE 118 - INTERIOR JEDI TEMPLE, YODA'S QUARTERS - NIGHT

YODA sits in the center of the room, MACE WINDU sits across from him.

MACE WINDU
If the Chancellor does know we are aware of his true allegiance, should we really expect a threat?

YODA
We could not have foreseen such treachery. Cunning, the Chancellor is. Strong in the Force, he is becoming. Given the opportunity, he will attack.

MACE WINDU
But the Senate will never allow such a thing, will they? Can't they put a stop to this before it becomes madness.

YODA
No. Much fear and hesitation lies within the Senate. Powerless, they are to stop him. The army has given him his power; and without mercy, he will use it. Darkness is coming soon, my friend.

MACE WINDU turns away to face the window, with a grave look on his face.

YODA
Skywalker is our only hope.

SCENE 119 - EXTERIOR NABOO, DENSE FORREST - AFTERNOON

BOBA FETT lands softly from his flight onto the ground, in a very dense, swamp-like forest. He walks calmly until he enters a clearing. 

SCENE 120 - EXTERIOR NABOO CLEARING - AFTERNOON

As he comes into the clearing where his ship, the Slave I, is perched. Birds are scared away as he steps cautiously across the grassy area. He presses a button on his wrist, and the entry hatch opens, dropping a ramp leading into the ship. He enters.

SCENE 121 - INTERIOR SLAVE I, COCKPIT - AFTERNOON

BOBA FETT stands and taps his hands purposely across the controls, and then a hologram appears, projected a few meters behind him. The figure in the hologram is MONX BITTU.

MONX BITTU
What news do you bring me, bounty hunter?

BOBA FETT
The rebels appear to be a small grouping of senators, one from Chandrilla and another from Krillux. There are apparently more.

MONX BITTU
And Naboo's involvement?

BOBA FETT
Amidala is involved at some level, the rest I am unclear about.

MONX BITTU 
(pauses, and grins) This will please, M'Lord. Keep a close eye on them, I will arrive shortly.

BOBA FETT nods once.

SCENE 122 - EXTERIOR NABOO, LANDING PLATFORM - TWILIGHT

The beginnings of night have set in, the moon and stars are scene in the lightly colored sky. The Alderaan Cruiser drops slowly down on the landing platform, near the Naboo Palace. After a brief moment and a small hiss of air, the entry bay opens. 

OBI-WAN, SENATOR BINKS and SENATOR ORGANA disembark and begin to make there way to the rear entrance of the Naboo Palace, down a long narrow walkway.

SENATOR BINKS
Teesa good to be home. Dasa Corsucant, es muy much dee smellin. Desa too many lights. Much en nica here, me thinks.

OBI-WAN
I've never had a home to call my own, Jar Jar.

SENATOR BINKS
Mesa thinks yousa General Obi, should finda sisa one. 

OBI-WAN
Perhaps, when this is all over.

SENATOR ORGANA
There they are.

The three continue down the walkway, heading towards a group of people standing at the rear entrance. There are two senators, several body guards and PADMÉ AMIDALA. PADMÉ smiles when OBI-WAN sees her. The three finally make it to the rear entrance.

PADMÉ
Master Obi-Wan, it's been so long.

OBI-WAN
It has. (smiling, and then pauses) Is there something wrong?

PADMÉ
Later.

SENATOR ORGANA
We should begin discussing this immediately, before the threat greatens.

The group enters the REAR ENTRANCE.

SCENE 123 - INTERIOR JEDI TEMPLE, COUNCIL CHAMBER - DAWN

ANAKIN enters the Council Chamber, while all members, save for KI-ADI-MUNDI are there. YODA and MACE WINDU stare concerned at ANAKIN. ANAKIN bows his head briefly, standing in the center of the room.

MACE WINDU
Learner Skywalker, we commend you for assisting in a resolution of the conflict. Your services were extemporary.

ANAKIN
(nods) Today, I need to request something of the Council. I am unable to continue my training as a Jedi.

All members of the HIGH COUNCIL glare at him, surprised.

MACE WINDU
Over a decade ago, you committed your life to this cause, and now you wish to throw it all away?

ANAKIN
My heart does not belong to it, there is no way I can continue. I must leave.

YODA
Where does your heart belong?

ANAKIN
With my wife.

MACE WINDU glares even further.

MACE WINDU
Your wife? Lady Amidala?

ANAKIN
Yes, she is.

YODA
Defied the Council you have. A liar, you have become. Betray the Jedi path so easily; (closes his eyes) darkness, I sense in you.

ANAKIN'S eyes narrow, he is notably becoming agitated by the inquisition.

YODA
(opens his eyes) You have confronted Dooku.

ANAKIN
I killed him. I have fulfilled the prophecy; I have destroyed the Sith.

YODA
Wrong you are, Skywalker. Wrong, you are. The same hate in his eyes, I now see in yours. 

MACE WINDU
You must resist it Anakin or else the prophecy will never be fulfilled. We need you. We have uncovered the mystery of the Sith, Dooku was not the Sith Master.

ANAKIN
No, no! (pauses) It's not true. I killed him with my own two hands. I am the Chosen One.

YODA
Selfish, you have become. 

ANAKIN now becomes animated, from his stoic pose.

ANAKIN
How dare you lecture me on selfishness. You stole my life from me, and you threaten my future. You held me back, and you deny me even glory in our victory. You've taken 

YODA
Chose yourself, what path you would take! Life as a Jedi, you demanded! Leave now, and never will you return again!

MACE WINDU
Anakin you must choose now. If you leave the Order, you will join the dark side. We have foreseen it.

ANAKIN
So be it.

ANAKIN tosses his lightsaber down to the ground. It rolls to a stop as he leaves. The door closes tight. MACE WINDU and YODA exchange solemn glances.

SCENE 124 - EXTERIOR CORUSCANT, SENATE BUILDING - MORNING

The hustle and bustle of CORUSCANT surrounds the Senate Building. Light of the morning shines brightly on it's surface.

SCENE 125 - INTERIOR SENATE CHAMBER - DAY

PALPATINE stands at the center of the Senate Chamber, with both MAS AMEDDA and SLY MOORE at his sides. The Senate is in commotion, shouting and bickering echoes from within the chamber.

MAS AMEDDA
Silence! Silence! His Excellency will now speak.

PALPATINE
I have convened this emergency session of the Senate in order to address a very critical issue.

The entire Senate stands silent in response to the grave news.

PALPATINE
It has been brought to my attention that there is a group among us that supports another insurrection. In the wake of The Great Clone War, this is genuinely frightening news.

Many in the Senate are in awe of the accusation. They whisper among themselves, looking around at other SENATORS.

PALPATINE
This threat of rebellion will not go un-addressed. At this moment, loyalists of the Republic are searching for the heart and soul of this threat. Once they are found, they will be brought to justice.

The Senate erupts in applause. Everyone is seemingly in agreement with PALPATINE'S statement. 

PALPATINE
It is my pledge that dissidents will not be tolerated any longer! We will have victory, no matter the enemy!

SCENE 126 - EXTERIOR NABOO, NABOO PALACE - NIGHT

Night has fallen over the Naboo Palace. Everything is calm and serene.

SCENE 127 - INTERIOR CONFERENCE ROOM - NIGHT

A meeting is gathered where all the SENATORS who support the rebellion are sitting at a conference table. OBI-WAN and PADMÉ are there as well. 

MON MOTHMA
Over the course of the six months, our collective concerns has garnered quite a bit of support. We have a small army and a base, in the Kaiburr System. If the Chancellor will not remove his mantle of power, we will do our best to ensure the Republic's freedom. 

OBI-WAN
It's a great risk, you're taking Senator.

MON MOTHMA
You're a general, I'm certain you know the risk if anyone does. And I am prepared to take it. We have some friends in high places, and they have given us even more frightening news. From information they have gathered, it appears that Palpatine is planning to attack very soon. In fact, we believe his next target may be...(pauses) the Jedi Temple.

OBI-WAN
I will advise the Council. They will prepare to leave for Kaiburr as soon as possible.

SCENE 128 - EXTERIOR NABOO, PASSAGEWAY - NIGHT

OBI-WAN and PADMÉ walk apart from the OTHERS. They are above the Royal Garden, on the elevated passageway. They stop and stare at the moonlight. 

OBI-WAN
It's good to see you again, M'Lady. Last time we saw each other was, well, rushed.

PADMÉ
Geonosis. A lot has changed since then.

OBI-WAN
You're no longer a senator, you've given control over to Jar Jar. (jokingly) What the blazes possessed you?

PADMÉ
(smiles) He has done a good job. (turns to face him) And you, a "General?"

OBI-WAN
It's only temporary, until the war is completely over. The High Council felt strongly in my ability, and so far I haven't let them down. (pauses) I sense something is troubling you, Padmé. What is it?

PADMÉ says nothing for a long moment. Then she speaks.

PADMÉ
There's something that has changed, which you do not know of.

OBI-WAN stares blankly.

PADMÉ
After the battle on Geonosis, Anakin escorted me back here, to my home. You know this. What you don't know is that when we arrived here, we married each other.

OBI-WAN
Married?

PADMÉ nods.

OBI-WAN
But how? I know he has feelings for you, but I thought they had left him. It has been so long since he has even mentioned your name.

PADMÉ
He wanted to keep it a secret. He plans on leaving the Jedi once this war is over. In fact, I received communication that he'll be arriving as soon as dawn.

OBI-WAN
And he's leaving the Order?

PADMÉ
For me.

OBI-WAN stares off into the distance, shocked.

PADMÉ
The reason I am telling you this now is because of his friendship with Palpatine. He is very close with Palpatine, and their ideals are similar. 

OBI-WAN
I too have that fear. And with this news, now I am even more afraid what he might do. He's defied the Council, if he chooses to leave they won't allow him to return to the Order ever again. (whispers to himself) Perhaps Qui-Gon was wrong. Perhaps he isn't the Chosen One.

PADMÉ
There's more. 

OBI-WAN returns back to her gaze.

PADMÉ
Follow me.

OBI-WAN follows PADMÉ down the passageway and into a corridor. 

SCENE 129 - INTERIOR CORRIDOR - NIGHT

The two walk down to a door at the center of the corridor. The enter the door.

SCENE 130 - INTERIOR PADMÉ'S THEED QUARTERS - NIGHT

They make their way into the room. DORMÉ is in the room, sitting quietly between two small carriages. OBI-WAN approaches the cradles with a suspicious eye.

PADMÉ
They're Anakin's.

OBI-WAN
They look like him. So this is what he is leaving the Order for?

PADMÉ
Anakin doesn't know about them.

OBI-WAN
What do you mean?

PADMÉ glances at DORMÉ then back at OBI-WAN.

PADMÉ
He took leave from the war, nine months ago. He came here for only a short while because we couldn't bare to be apart. Not long afterward I noticed that I was carrying, but I didn't tell him. I thought he would return before they were delivered. (pauses) But he hasn't.

OBI-WAN
So he doesn't know they've been born? He doesn't suspect a thing?

PADMÉ solemnly shakes her head "no."

OBI-WAN
This complicates things a great deal. I'm going to contact the Council, whatever you do, don't let anyone know about them. If Anakin is swayed to Palpatine's side, they could be used by the Chancellor for evil. (pauses) He's much more powerful then you can possibly imagine.

SCENE 131 - INTERIOR JEDI TEMPLE, MAIN HALLWAY - DAY

MACE WINDU walks aside YODA, on a small floating chair. They travel down the passage with a silver ball hovers in front of them. The BALL suddenly emits a hologram of KI-ADI-MUNDI.

KI-ADI-MUNDI (V.O.)
We've arrived at Kaiburr and made contact with the rebel troops.

MACE
Very well, Ki-Adi. We will advise you  what our next course of action will be, once Obi-Wan contacts us.

KI-ADI-MUNDI nods. The transmission ends, and the silver ball remains hovering.

MACE
I feel a great disturbance in the Force.

YODA
You feel Skywalker. His hate is strong.

MACE
So is his power. But there is more, I feel... (pauses) I feel as though I will not be here much longer...

YODA
Great pain and suffering, the future holds. (pauses) For us all.

The silver ball emits another image, this time of OBI-WAN. The two JEDI MASTERS turn their attention towards it.

MACE
Obi-Wan, have you contacted the rebel alliance leaders?

OBI-WAN (V.O.)
Yes, Master. It appears Kaiburr has been secured. I believe we should prepare for the evacuation of the Temple immediately. Some of their reports indicate communication among the higher echelons on Palpatine's regime. An attack may be imminent.

MACE
Preparations will be made. There is something we need to tell you, about your Padawan. (pauses) He has left the Order. (pauses) He is no longer a Jedi...

OBI-WAN (V.O.)
Only just now, do I. When I arrived here, Lady Amidala revealed to me that not only is he married to her, but she has borne twins to him just recently. Incidentally, she has kept this a secret from him, he is not aware that he has children. I've advised Lady Amidala to continue the secret, for the security of the children, but I am deeply concerned for him...

YODA
Reveal your presence to him on Naboo, you will not. Allow Lady Amidala to talk to him, if he learns the details of our plans, all hope will be lost. Perhaps convince him of the error in his ways, she can.

MACE
Once the issue with Anakin is resolved, return here and assist us with the evacuation. 

OBI-WAN (V.O.)
Yes, Master. (nods)

SCENE 132 - INTERIOR SENATE BUILDING, PALPATINE'S OFFICE - DAY

PALPATINE sits behind his desk. In front of him are TWO INDIVIDUALS. One is GENERAL LANCE DOLVINE and GOVERNOR WILLHUFF TARKIN are sitting in the opposing chairs. PALPATINE'S normal concerned expression has been replaced by a more aggressive scowl.

PALPATINE
Based on reports that I have gathered it appears that the Jedi are planning on amassing another rebellion. As you both know, I cannot allow that to happen. In fact, I will not allow that to happen.

The TWO MEN remain silent.

PALPATINE
General Dolvine, you've been brought here because you're my most loyal official, and since the apparent corruption of the previous General, (sneering) the Jedi, I have hoped we will not meet a similar end. General, are you prepared to lead your troops to war.

DOLVINE
Yes, your Excellency.

PALPATINE
You proposed striking the Jedi Temple directly, and arresting those within, is that correct?

DOLVINE
The Jedi are powerful, if they ever did form a rebellion, it would be an even longer war then the one we've just come from. They must be detained before the rebellion is formed.

PALPATINE
Very well, you have my full support. Prepare your troops for battle, and I will contact you shortly when the time is right.

DOLVINE
Very well, your Excellency.

DOLVINE exits the office, leaving PALPATINE and GOVERNOR TARKIN.

TARKIN
Do you believe the Jedi will succumb willingly?

PALPATINE
No. (smiles) I hope not, Governor Tarkin. They are the only thing that remains in the way of total control of the Galaxy. Only through their extermination can we witness the New Order that we have hoped for.

TARKIN
And when do you believe I should propose this New Order in the Senate?

PALPATINE
I will gather the Senate for an emergency meeting, hopefully by then the Jedi resistance will be quelled and with the news of such a resistance our private supporters will be more then happy to usher in this change. There will be no resistance, I assure you.

TARKIN
The fleet stands on alert. They're laying in wait just outside Kessel. Once we know the location of the rebel base, they will attack immediately. The rebellion will die before it is even born.

PALPATINE
And the construction of our weapon?

TARKIN
It will take some time, once our new order becomes public, there will be no end to the resources we can use to create it.

PALPATINE smiles and stands up, going around to greet TARKIN who responds in standing and bowing his head.

PALPATINE
Excellent, everything is going as I have planned.

SCENE 133 - EXTERIOR NABOO, LANDING PLATFORM - DAWN

A Republic Shuttle drifts down to a platform and opens it's entry hatch. The hatch opens and a ramp slides down. From within the shuttle, emerges ANAKIN. His eyes are hollow, his skin is pale. He is wearing black worldly clothing and cape, instead of his previous Jedi garb. He walks across the walkway and then a smile appears on his face. On the other side is PADMÉ, she smiles as well, although not as convincing as his.

ANAKIN
Padmé!

PADMÉ
Anakin, it's been so long!

The two hug in a sincere embrace, holding each other tight. PADMÉ begins to cry, still holding tightly to ANAKIN. After a moment, he pulls away and looks at her. 

ANAKIN
You look tired.

PADMÉ
You don't look so well yourself.

ANAKIN
What's wrong? Something's bothering you.

PADMÉ
Let's walk.

ANAKIN grasps her hand, and they walk away from the platform.

SCENE 134 - EXTERIOR NABOO, ROYAL GARDEN - DAWN

ANAKIN and PADMÉ walk, hand-in-hand in the dimly lit Royal Garden. ANAKIN stops, kneels down and picks up a flower. He softly caresses the skin of her cheek, and puts the flower stem into her hair, so that only the flower is showing. They kiss, lightly. Then she pulls away.

PADMÉ
I missed you so much.

ANAKIN
I missed you too.

He notices a small twinge of concern on her face. She doesn't look at him.

ANAKIN
It's done. I've left the Order. Now we can live together. 

There's no response from her. His face becomes tense.

ANAKIN
Isn't that what you wanted, to live with me once the war was over.

PADMÉ
Of course, I want to live with you. It's not that...

ANAKIN
Then what is it?

PADMÉ
It's nothing, I...

She says nothing, but briefly looks back at ANAKIN.

ANAKIN
So what the Chancellor said is true. (his face becomes a scowl) You are going to betray the Republic.

PADMÉ
Betray the Republic, Anakin? What are you talking about?

ANAKIN
Tell me, Padmé, are you conspiring a rebellion?

PADMÉ
We're forming an alliance in support of the removal of the Chancellor from office. The Republic cannot exist under a dictator, Anakin.

ANAKIN
Has it ever occurred to you that we're better off now then before. Without the Senate holding him back, we've won the largest war in the history of the Republic. He's the reason the Republic has stayed together, without his leadership the war would be still going, or worst.

PADMÉ
You know that's not true. Perhaps we needed to institute his emergency powers for a time, but that time is over. I can't believe you're saying this.

ANAKIN is angry now, turning away from PADMÉ and staring at the sun emerging from the horizon.

ANAKIN
And I can't believe you're ignorant to this need. I will not support a resistance to the Chancellor. I cannot.

PADMÉ
So what are you saying? That this, between us, was all a lie. Our love?

ANAKIN
Our love? If you pursue this Padmé, the Chancellor will win, I assure you. I don't want you to suffer the consequences. You mean more to me then life.

ANAKIN calms down, and turns back to face PADMÉ.

ANAKIN
I love you, but you don't understand. I can't allow more people to die. I've already lost my mother and I vowed her that it won't happen again. 

PADMÉ
So you support Palpatine? Anakin, I don't want anyone to die but I can't allow our freedom to be thrown away either.

ANAKIN
What do you know of freedom, Padmé? I lived as a slave for the first part of my life, and then as a slave to the Jedi. I've never tasted freedom, I've only dreamed about it. The only true freedom is peace, and the only way we can truly get peace is through the power that the Chancellor has now. I promise you, I will not be swayed.

PADMÉ begins to cry and turns away from him.

PADMÉ
Then it's over.

ANAKIN looks at her, his fist tightening while she weeps into her hands. Then he walks away and leaves.

SCENE 135 - EXTERIOR NABOO,  BALCONY - DAWN

OBI-WAN is on the balcony as he sees ANAKIN fly away in the REPUBLIC SHUTTLE. His face is one of resignation.

SCENE 136 - EXTERIOR CLEARING - MORNING

Slave I is perched snuggly in the clearing, BOBA FETT stands, without his armor at a nearby fallen tree, checking his weapons. From the sky a familiar Republic Cruiser lands, it is MONX BITTU'S. He emerges from the entry hatch, clouded in mist. He approaches BOBA FETT, who acknowledges him with a nod.

MONX BITTU
Have they revealed their base of operations?

BOBA FETT
No, but they've confirmed that the Jedi will be involved. I've attached a short-range homing transmitter on the craft they will take. Soon we will learn the location of their 

MONX BITTU
Very good work, bounty hunter. We will use your ship (eyeing the Slave I) to follow them when they do depart. They will never expect the attack my master has planned for them.

SCENE 137 - INTERIOR PADMÉ'S QUARTERS - MORNING

OBI-WAN stands in the room with only PADMÉ and the twins. PADMÉ'S eyes are distant, but near her twins, softly touching LUKE'S head.

OBI-WAN
(looking at Luke) The Force is strong with him, I sense it.

PADMÉ
What's going to happen Obi-Wan, will Anakin join Palpatine?

OBI-WAN
The future is uncertain, but I do know that if Palpatine found out about the children they would not be safe. They would be a threat to him.

PADMÉ
What are you suggesting?

OBI-WAN
Padmé, I know this is going to be difficult for you to understand, but I need to take Luke far away from here. The more time the twins are together, better the chance of both of them being found. I sense Luke will be a Jedi Knight, like his father. I sense it in him stronger then I have ever. I don't know why I am asking you, only that I feel compelled to. I must take Luke back to Coruscant with me.

PADMÉ
Obi-Wan, I can't part with my son. Think about what you're asking, I simply can't.

OBI-WAN'S shoulder slouch with her comment.

OBI-WAN
Then all hope is lost. We were certain Anakin was the Chosen One of the prophecy, but if he were used for evil he would be more devastating then anything we can imagine. I can feel it in him, the dark side. And I know a time will come where I must confront him, but if I fail, these children will be our only hope.

PADMÉ
He's my only son, he reminds me of Anakin. (her eyes fill with tears; she pauses, then looks intently into Obi-Wan's eyes) Promise me you will take care of him. 

OBI-WAN
I will die before harm comes to him; I promise you.

PADMÉ caresses LUKE'S head, and then kisses him silently.

SCENE 138 - EXTERIOR JEDI TEMPLE, MAIN DOCKING BAY - NIGHT

YODA and MACE are standing on a platform as several large Corellian Cruisers hover at deck level. The docking bay is the massive outstretched platform within the four perimeter and around the Temple Center. The docking bay contains boxes and crates, along with DROIDS and Jedi Starships. There are hundreds of JEDI, all standing in several very organized lines, boarding the CRUISERS. The lines stretch deep into the interior of the Temple Center.

MACE
There are at least two hundred more still within the Temple. If Palpatine attacks before we're able to completely evacuate, what do you believe the best course of action is?

YODA
(pauses long, considering his words) We must fight.

The first three Corellian Cruisers pull away from the platform and fly off out of CAMERA VIEW.

SCENE 000 - EXTERIOR CORUSCANT, THE SURFACE - NIGHT

OVER CAMERA flies nearly fifty Republic Gunships, all manned by CLONE TROOPERS. The Gunships tear across the CORSUSCANT sky-line, their direction and formation purposeful. They slow as they reach the Jedi Temple. Several clusters of them form flanking sides, and they quickly surround the Temple. Some of them land on the areas around the Temple, unloading their crews, others remain hovering around the outside, their weapons engaged.

SCENE 139 - INTERIOR GUNSHIP NUMBER ONE - NIGHT

GENERAL DOLVINE is at the helm of the lead Gunship, which remains in the air. He is sitting at the control deck with two CLONE TROOPERS.

DOLVINE
I want all exits sealed off. No one leaves. No one.

SCENE 140 - EXTERIOR CORUSCANT, JEDI TEMPLE, THE DOCKING BAY - NIGHT

YODA and MACE see the onslaught of Republic Gunships surrounding the Temple. The lines of JEDI stare at the surrounding ARMY. A center Gunship hovers directly in front of the docking bay, the man at the helm was not a CLONE TROOPER, but DOLVINE. He speaks on a loud speaker.

DOLVINE (V.O.)
We have come to arrest you! Resistance is futile! Drop your weapons immediately!

There is a long silence, and then MACE'S lightsaber ignites. Within seconds the JEDI below ignite their lightsabers as well, and stand prepared to fight.

MACE 
(whispering) You must go and meet Obi-Wan when he arrives at the south entrance, we will take care of this.

YODA
May the Force be with you, my friend.

YODA leaps into a small hovering platform levitated by the FORCE.

MACE 
May the Force be with you.

YODA'S platform jettisons off at a blinding speed, none of the Gunships take notice. MACE turns his attention back to DOLVINE'S Gunship.

SCENE 141 - INTERIOR GUNSHIP NUMBER ONE - NIGHT

DOLVINE sits at the edge of his chair, his eyes a fit of rage.

DOLVINE
Ignorant fools. (turns to the Clone Trooper to his side) Fire at will, Commander.

CLONE TROOPER COMMANDER
All crafts, fire!

SCENE 142 - EXTERIOR JEDI TEMPLE, MAIN DOCKING BAY - NIGHT

The Gunships begin firing down at the JEDI. The JEDI scramble for position, and many deflect the blaster shots with their lightsabers. Some JEDI fall prey to the barrage of fire. MACE and several other powerful JEDI, channeling the FORCE through their hands, throw large CARGO BOXES from the docking bay platform at the Gunships. Two Gunships are hit hard, one exploding on impact and the other loosing a WING and plummeting to the ground below.

Another Gunship flies extremely close to the surface of the docking bay. CLONE TROOPERS leap out of the side openings and begin to fire. MACE and JEDI MASTER PLO KOON are nearby.

MACE
Plo! (pointing toward the Gunship)

The TWO JEDI MASTERS leap onto the Gunship deck and quickly take out the remaining CLONE TROOPER crew. PLO KOON takes control of the ship, keeping it hovering just above the surface.

SCENE 143 - INTERIOR GUNSHIP NUMBER TWO - NIGHT

MACE 
Take this one, I will maintain support here!

SCENE 144 - EXTERIOR JEDI TEMPLE, MAIN DOCKING BAY - NIGHT

MACE leaps down to the docking bay's surface. PLO KOON flies away from the platform and corners around a nearby spire. 

SCENE 145 - INTERIOR GUNSHIP NUMBER TWO - NIGHT

PLO KOON spots three nearby Gunships preparing to release CLONE TROOPERS onto the platform and begins firing at them, two explode immediately, sending debris and CLONE TROOPERS flying away from it.

SCENE 146 - EXTERIOR JEDI TEMPLE, MAIN DOCKING BAY - NIGHT

MACE and MANY JEDI continue to deflect the fire from both the CLONE TROOPERS and the Gunships on the docking bay platform.

SCENE 147 - EXTERIOR NABOO, LANDING PLATFORM - DAY

PADMÉ and the FOUR SENATORS prepare to board a Naboo Starcruiser, with the DROIDS and DORMÉ. PADMÉ is holding LEIA, who looks up at her constantly. She calmly caresses LEIA'S face, and kisses it gently as SENATOR ORGANA approaches her from the side.

SENATOR ORGANA
Where is General Kenobi?

PADMÉ
He's returning to Coruscant first, then he will meet us..

SENATOR ORGANA
And the Jedi?

PADMÉ
They should already be gathering there. 

The people board the ship, but the DROIDS lag back.

ARTOO beeps.

THREEPIO
Of course I know about Kaiburr, I hear the summers are quite lovely there. (gasps) Another ship, this these adventures will be the end of me.

ARTOO beeps harshly.

THREEPIO
A war? My word, we've just finished one. I doubt there will be another. You're always so paranoid.

THREEPIO notices SEVERAL NABOO GUARDS carrying large weapons on board.

THREEPIO
Oh dear, I pray that you are wrong, my short little friend.

Once everyone has boarded the Naboo Starcruiser lifts off the platform and flies into space. Outside of their view another craft, the Slave I, trails a safe distance behind them.

SCENE 148 - INTERIOR PALPATINE'S OFFICE - NIGHT

PALPATINE stands staring out his window, MAS AMEDDA and GOVERNOR TARKIN are all in his presence. SLY MOORE enters.

SLY MOORE
An inbound message from General Dolvine.

PALPATINE
Allow it.

At PALPATINE'S desk a hologram appears of DOLVINE. 

DOLVINE (V.O.)
It appears the resistance was more then anticipated, your Excellency. I'm preparing to call in reinforcements.

PALPATINE scowls. 

PALPATINE
Do what you must, General, but if you fail me it will be your last.

DOLVINE
Yes, your Excellency.

DOLVINE nods and the transmission ends.

MAS AMEDDA
Should we contact the Senate and inform them of our actions?

PALPATINE
No, only when this operation is finished will we inform the Senate. Soon, they will be all but useless once the Jedi are removed.

PALPATINE turns to SLY MOORE.

PALPATINE
Go to the Senate docking bay. There you will find Anakin Skywalker. Bring him to me. 

SLY MOORE bows and then leaves. PALPATINE turns to TARKIN.

PALPATINE
Is there any news from our spies?

TARKIN
They are en route to the hidden base, soon we will know it's location. Our attack against them will be the most devastating in the history of the Republic.

PALPATINE gleans with a sinister smile, and returns his gaze to outside his window.

SCENE 149 - EXTERIOR CORUSCANT, JEDI TEMPLE - DAWN

The JEDI TEMPLE is in ruin. Smoke is slithering upward from various places. Remnants of the battle still remain. Blaster fire and lightsabers are still seen. Only a handful of Gunships remain at the Jedi Temple. PLO KOON is still manning one of them, chasing down the last of the remaining manning . There are several Jedi Starships now, swiftly darting through the air attacking the large battalions of CLONE TROOPERS.

SCENE 150 - INTERIOR GUNSHIP NUMBER TWO - DAWN

PLO KOON guns down another Gunship. One of his hands rises from the steering mechanism as his Gunship drops down close to the large ground assault. He reaches out in the FORCE, and lifts three CLONE TROOPERS up off the ground.

SCENE 151 - EXTERIOR JEDI TEMPLE, MAIN DOCKING BAY - DAWN

Three CLONE TROOPERS are thrown into another oncoming Gunship's view screen, obstructing their vision. 

SCENE 152 - INTERIOR GUNSHIP NUMBER THREE - DAWN

The PILOT'S view is completely lost, and the CLONE TROOPER struggles to regain control.

SCENE 153 - EXTERIOR CORUSCANT, JEDI TEMPLE - DAWN

The Gunship crashes to the ground with a powerful explosion. PLO KOON'S Gunship drops down precariously onto the battle-scared docking bay. He emerges from the ship alongside, MACE who is still engaged in battle with several CLONE TROOPERS. The two JEDI MASTERS are then suddenly surrounded by many CLONE TROOPERS who begin to open fire. With amazing the two JEDI MASTERS block all the blaster shots, returning many back at their senders. They continue to flail their lightsabers about, deflecting more shots and sending some of their attackers sprawling to the ground. There are many other JEDI still fighting bravely against the CLONE TROOPER assault, and there appears to be a deadlock.

SCENE 154 - EXTERIOR CORUSCANT, JEDI TEMPLE, NORTH SPIRE - DAWN

Several CLONE TROOPERS have surrounded the north perimeter spire, they suddenly pull out, running for cover to reveal a large explosive device at the base of the spire. 

SCENE 155 - EXTERIOR CORUSCANT, JEDI TEMPLE - DAWN

A massive explosion pulsates throughout the Temple grounds, and the tall spire begins to fall towards the Temple Center, the heart of the Jedi Temple. MACE notices this and quickly points it out to PLO KOON, the two JEDI MASTERS simultaneously lift into the air, back-flipping out of the barrage of blaster fire and landing in a completely separate area among other JEDI.

The spire falls down into the Temple Center with a thundering explosion, which stuns all who are there, JEDI and CLONE TROOPERS alike. MACE turns to other JEDI MASTERS nearby, SHAAK TI, KIT FISTO and LUMINARA UNDULI.

MACE
We need to get to the Temple, there are still Jedi inside!

SHAAK TI
I will come with you!

MACE
(turning to the remaining Masters) Provide us cover (pauses) from that!

The JEDI MASTERS look up to see hundreds of Republic Gunships covering the smoke-filled CORUSCANT horizon. MACE and SKAAK sprint away toward the Temple Center amid the remaining CLONE TROOPERS, who are still firing. The JEDI MASTERS prepare for the coming onslaught. KIT FISTO looks at the fallen spire hundreds of meters away, then at PLO KOON, and then back at the spire. PLO KOON nods and the three JEDI MASTERS turn their attention to the massive spire, and they raise their hands. Then, other nearby JEDI begin to follow-in-suit and the spire begins to shake. It slowly lifts into the air, at first just a few centimeters and then a meter and then fifty more. With their eyes closed tightly, channeling the FORCE with every breath in their bodies, the COLLECTIVE JEDI hurl the gigantic spire at the CLONE TROOPER ARMY.

The spire flies through the air with incredible speed and plows through the oncoming army, destroying almost half the Republic Gunships. 

SCENE 156 - EXTERIOR CORUSCANT, OUTSIDE CORUSCANT DETENTION CENTER - DAWN

A small armored transport, which appears to be carrying a prisoner, approaches the detention center. It stops and several armed CLONE TROOPERS emerge from it, and more from the nearby prison. A lead PRISON OFFICER, holding a weapon, a long staff, approaches the transport.

PRISON OFFICER
What prisoner is this?

A commanding CLONE TROOPER answers.

LEAD CLONE TROOPER 
He's a wookie. We captured him during a small insurrection on Kashyyyk. They call him CHEWBACCA. (pauses) Be careful, he's dangerous.

Suddenly, out of the sky, the Jedi Temple spire plummets to the ground, sliding and crashing into buildings, transports and CLONE TROOPERS, coming to a stop just outside the detention center. It knocks over the prison transport, setting it on it's side and breaking the hinge on it's cage door.

The remaining CLONE TROOPERS are startled, darting around as the dust clears. One of them gets too close to the prison transport, and a massive, woolly arm breaks out of the cage, silently snagging him and pulling him into the shadows. His scream is heard, shattering the air. Slight blaster shots can be seen, but then only silence.

LEAD CLONE TROOPER
Men! Stand fast! Stand fast! The prisoner has breached the transport!

All of the CLONE TROOPERS create a perimeter around the rear of the prison transport. They wait in silence, preparing to fire. Without notice, the door flies of it's hinge, the body of a thrown CLONE TROOPER behind it. It immediately knocks out several guards in front. The other's remained too stunned to react, as CHEWBACCA emerges, dressed in battle armor and roaring in fury.

He grabs two of the CLONE TROOPERS closest to him by their guns and flings them into the air. The others begin firing, but it's too late, he has two of their weapons and he fires back, running towards the fallen spire. Several more CLONE TROOPERS drop, his accuracy is phenomenal. Then he drops the weapons and charges the LEAD CLONE TROOPER.

LEAD CLONE TROOPER
Hold your ground! Hold!

It's too late, and he is lifted up from the ground and thrown high into the air. He grabs the PRISON OFFICER next, ripping the staff from his clutches and tossing him, yelling, over the spire. He begins to fight the remaining CLONE TROOPERS, knocking them unconscious with unmatched force and skill. He swings the staff around, catching the last CLONE TROOPER off-guard, and jettisoning him into the prison transport.

Now alone, he roars wildly; his staff raised in the air. He runs towards a nearby speeder and jets away.

SCENE 157 - EXTERIOR CORUSCANT, JEDI TEMPLE - DAWN

The remaining Gunships stay en route.

MACE and SHAAK TI run headlong into a ground forces of CLONE TROOPERS, both of them leaping high into the air. Blaster fire trails up behind them, but not coming close. They land behind the ground forces and begin to attack. MACE throws his lightsaber into the crowd, and it spins in a circular pattern, cutting down several of the CLONE TROOPERS and returning back to the him. SHAAK TI motions her hand towards a small group to her left, all of their blasters are pulled from their hands and jettison towards her. With several well-placed swipes the blasters are turned to rubble and debris in mid-air. The two JEDI MASTERS continue into the darkened Temple Center, where smoke is pouring from.

SCENE 158 - EXTERIOR SENATE BUILDING - DAWN

The SENATE BUILDING is the exact opposite, serene and calm.

SCENE 159 - INTERIOR SENATE CHAMBER - DAWN

Within, the Senate Chamber is unusually quiet. Many SENATORS remain silent, some whisper among themselves, waiting for PALPATINE to arrive. CAMERA PANS DOWN, reveals a hidden level below Chancellor's tower podium. 

SCENE 160 - INTERIOR SENATE BUILDING, HIDDEN LEVEL - DAWN

PALPATINE is accompanied by ANAKIN, and several of his assistants: MAS AMEDDA, SLY MOORE and TWO RED GUARDS. The walk towards the high reach life that will raise them into the Senate Chamber.

PALPATINE
You did all that you could do, my son. Do not blame yourself for their foolishness. The Jedi lost their most valuable asset. It is their own fault.

ANAKIN
So what will happen with the conspirators?

PALPATINE
I've already ordered the arrests of those Jedi which were responsible. And I am less then pleased with their response.

ANAKIN
If the Jedi are involved, they will pose a much more serious threat then Dooku's rebellion.

PALPATINE
(grinning) I believe their fate has already been decided.

The lift rises fast straight up the tower, until the FOUR INDIVIDUALS are standing in the midst of the SENATE CHAMBER. The SENATORS clamor slightly, but their silence remains intact. MAS AMEDDA steps forward.

MAS AMEDDA
Here ye, here ye, the Supreme Chancellor has called together this crucial meeting in response to the located threat of rebellion. 

PALPATINE steps forward, the crowd still silent.

PALPATINE 
My dear friends of peace, a great grievance has occurred, one which has touched the very core of my being. My intelligence sources have confirmed several senators’ involvement in this newfound rebel alliance. But even more so, they have confirmed the involvement of our very own Jedi Knights.

Some in the audience are appalled and shocked; some are seemingly not surprised.

PALPATINE
My friendship with the once beloved Order has made this especially troubling for me, but I will not tolerate factions which seek to create chaos and disunity. When arrest attempts were made the Jedi refused cooperation, and as some of you may have already learned, we are now in a bitter conflict with them. I can only hope that the least amount of life is loss during this very serious resistance.

The senatorial pod of MALASTARE emerges, carrying RISKOL BRIVAS and his GUARD.

MAS AMEDDA
The Senator from Malastare is recognized.

RISKOL BRIVAS
And what of the rebel senators? Who are they and what will become of them?

PALPATINE
I have my very best men on it right as we speak. Hopefully we can reach some sort of compromise with these systems before they push for war. The senator from Chandrilla and the senator from my own dear home of Naboo are among the conspirators.

The Senate goes into an uproar. Many are surprised by the SENATORS cited, and others are crying for an immediate. The pod for the GOVERNOR of the REPUBLIC OUTWORLD REGION emerges, silencing the crowd.

MAS AMEDDA
The chair recognizes the esteemed Governor Tarkin, from the Outworld Region.

TARKIN
Thank you major domo, and thank you Chancellor. Today, my fellow members of the Senate, this issue of a threat to our way of life has been pushed too far. Our Republic was not meant to operate under these conditions and I am here to press for an immediate amendment which will allow the most swift resolution to these brooding affairs. I advise that the Senate vote on Article 48, our Imperial Order Clause.

The Senate again erupts, this time in complete chaos.

MAS AMEDDA
Order, order here. We will have order!

The Senate's noise deadens slightly. ANAKIN'S eyes dart back and forth, having never witnessed this before.

MAS AMEDDA
Does any senator second this motion?

Amidst the clamor of the chamber, hundreds of SENATORS raise their hands in agreement. A much smaller number, appear dejected, return to their seats in a place of disapproval.

MAS AMEDDA
Very well, by the overwhelming support of Article 48, the Imperial Order Clause, we are as of now hereby the body of the Imperial Senate, with our honorable Excellency, his majesty the Supreme Chancellor, now is our Emperor.

The Senate again erupts, this time in almost continuous and static applause. A glimmer of a smile crosses PALPATINE'S face. PALPATINE raises his hands, accepting the homage of the SENATORS.

PALPATINE
(to Anakin, without looking in his direction) This is how true power is achieved, and you my friend will have a part in this.

SCENE 161 - EXTERIOR CORUSCANT, JEDI TEMPLE - NOON

The Temple is in ruin. Hordes of CLONE TROOPERS march over it's rubble, SEVERAL JEDI still engaged in battle. The three JEDI MASTERS: PLO KOON, KIT FISTO and LUMINARA UNDULI are now cornered by a seemingly uncountable number of CLONE TROOPERS. They are one of a very few pockets of JEDI resistance remaining. The CLONE TROOPERS surround them, firing only one or two shots at the helpless JEDI. They prepare for the CLONE TROOPERS to fire again.

PLO KOON:
(under his breath) Do not resist any further, my friends. We have fought well today, and we will die well to.

With that, the JEDI MASTERS disengage their lightsabers. The strike from the CLONE TROOPERS is seen only in severe bursts of light. Their lightsabers fall to the ground, from lifeless hands.

SCENE 162 - INTERIOR JEDI TEMPLE, ENTRANCE - NOON

MACE and SHAAK TI continue to press deeper into the Temple, further into dimly lit building. 

SCENE 163 - INTERIOR MAIN HALL - NOON

They enter the main hall where several CLONE TROOPER battalions await them. The hall is a large expanse, with balcony levels flanking the central corridor. Along the central corridor are the dead bodies of many JEDI strewn across the floor. MACE spots the CLONE TROOPERS above them, the JEDI MASTERS are now surrounded. Then a familiar echoes...

DOLVINE (V.O.)
This is what your insurrection has cost you, Jedi. This is the price of your lawlessness. Drop your weapons and we will spare your lives...

DOLVINE emerges at the far end of the CORRIDOR.

DOLVINE
Resist further, and you will be destroyed.

MACE and SHAAK look at each other, and then back at their enemies. SHAAK immediately leaps into the air and into the left balcony level, her lightsaber strikes true, block many shots which followed her up and deflecting the ones upon her landing. She takes out SEVERAL CLONE TROOPERS atop the balcony, sending them reeling toward the floor. MACE remains still for a second, in one single place, but then suddenly becomes a blizzard of swings, when the CLONE TROOPERS direct fire towards him. The blaster shots are completely deflected away from him, some hitting the approaching CLONE TROOPERS, but all ricocheting from his blade.

DOLVINE nods from a distance at the right balcony level and large metallic net shoots directly down on top of MACE. The net covers him and his lightsaber cannot tear cut through it's thread. Another net is shot at SHAAK TI, ripping her down to the ground from the balcony. She lands hard, her lightsaber spinning wildly on the floor. She gets on her knees, trying to rip free from the net, but is unsuccessful. The blaster fire stops.

DOLVINE walks out to the center, where the TWO JEDI MASTERS are. He has a twisted smile on his visage.

DOLVINE
Your laser sword is futile against navillium, it's an indestructible alloy from the Core Worlds. Your battle is at an end, Jedi.

He looks at SHAAK TI and then MACE. 

DOLVINE
(to his guards) Kill her. Take him away Corporeal, bring him to Had Abaddon per the Chancellor's personal wishes.

MACE grips his lightsaber tightly, and grits his teeth as the glimmer of the blaster fire is shown on his face.

DOLVINE (V.O.)
Make sure there are no survivors.

SCENE 164 - EXTERIOR JEDI TEMPLE, SOUTH ENTRANCE - NOON

Kilometers away from the Jedi Temple, the south entrance stands alone in secret, among the CORUSCANT lower levels. YODA is waiting silently for OBI-WAN, with a solemn and bitter expression on his face. A small Naboo Shuttle appears at a distance, dropping down low to the CORUSCANT lower levels. The shuttle lands nearby in the middle of a darkened alley. OBI-WAN emerges from the entry hatch. YODA appears weary, sitting atop his small hovering platform.

OBI-WAN
Master Yoda! Are you alright? I could see the Temple from the distance, what happened?

YODA
No time for explanations. From Coruscant, we must go immediately. 

The TWO JEDI board the ship, YODA enters with his small hovering platform. The Naboo Shuttle closes it's entry hatch, and the ship takes off.

SCENE 165 - INTERIOR NABOO SHUTTLE, PASSENGER DECK - NOON

YODA notices LUKE in the embrace of a carriage within the cockpit and goes to the NEWBORN BABY, while OBI-WAN begins his departure cycle.

YODA
The son of Skywalker. Correct you were Obi-Wan, strong with the Force this one is.

OBI-WAN
Where should I set the coordinates, Master?

YODA
Somewhere remote, somewhere far from here. To the Dagobah System, we must go.

OBI-WAN
Dagobah? I've never heard of it.

YODA
For such a reason, I have chosen it.

YODA walks to the front of CONTROL DECK and hands OBI-WAN, ANAKIN'S lightsaber.

YODA
Much work, is there yet.

SCENE 166 - EXTERIOR SPACE, NABOO SHUTTLE 

The NABOO SHUTTLE rockets off into LIGHTSPEED.

SCENE 167 - EXTERIOR SPACE

A Naboo Starcruiser with an entourage of several Naboo Fighters emerge from hyperspace. CAMERA PANS FROM LEFT TO RIGHT, following the crafts as they enter the KAIBURR SYSTEM.

SCENE 168 - EXTERIOR KAIBURR, NABOO STARCRUISER - MORNING

The group of ships slowly enters the atmosphere of KAIBURR. The terrain of KAIBURR is very mountainous with large bodies of water which cover most of the planet. The ships drop to the surface, gliding low above one of the planet's many oceans.

SCENE 169 - INTERIOR CONTROL CENTER - MORNING

PADMÉ holds LEIA in one corner of the ship's control center, peering out the window at the planet's surface. DORMÉ and the DROIDS watch the SENATORS from a distance. The SENATORS stand around a hologram of the hidden base, which appears to be on a large mountainous island, completely surrounded by water.

MON MOTHMA
Needle Base is actually inside the island, it should give us both a natural covering and protection we will need to stage this operation.

SENATOR ORGANA
How large is this mountain?

MON MOTHMA
Large.

SCENE 170 - EXTERIOR KAIBURR, NABOO STARCRUISER - MORNING

The Naboo Starcruiser and it's escort clear a mountain-line to reveal Needle Base, which is a mammoth mountain structure the size of a large city.

SCENE 171 - INTERIOR CONTROL CENTER - MORNING

THREEPIO and ARTOO watch from a window as the Naboo Starcruiser approaches the base.

THREEPIO
Oh my...

ARTOO beeps and whirrs.

THREEPIO
Of course it will be safe there. In my time I've seen many places, but none look as secure as this one.

ARTOO beeps.

THREEPIO
What do you mean my experience is limited? I'll have you know that while you were spinning around as an mechanic I was translating vapor emitters and moisture turbines on a brutal desert planet-

ARTOO beeps again, with a derogatory tone.

THREEPIO
I know you were there. I'm not an idiot you stubborn pile of bolts.

ARTOO beeps.

THREEPIO
The third planet in the Kaiburr System. Interesting, there is no night on this part of the planet. It rotates and orbits at the same rate, it's a never-ending perpetual day.

SCENE 172 - EXTERIOR KAIBURR, NEEDLE BASE ENTRANCE - DAY

A LARGE CREVISE at the side of the MOUNTAIN is suddenly made clear by a structure of LIGHTS nearby. The STARCRUISER and it's ENTOURAGE enter.

SCENE 173 - INTERIOR NEEDLE BASE, DOCKING BAY - DAY

The Naboo Starcruiser, followed by the Naboo Fighters, drops slowly toward a well-lit platform. The docking bay is full of movement, from DROIDS to BEINGS, all working feverishly. The entry hatch opens on the Naboo Starcruiser and the SENATORS emerge, followed by the DROIDS and CREW and then PADMÉ carrying LEIA.

Waiting to meet them are THREE INDIVIDUALS: COMMANDER BAROL VEEDER, a man, CAPTAIN MAEVIX, of Mon Calamari, and JEDI MASTER KI-ADI-MUNDI. They greet the SENATORS.

BAROL
Welcome senators, to Needle Base. We have some significant news from Coruscant.

The group travels across the docking bay toward the command center.

MON MOTHMA
What is it Commander?

BAROL
Bad news, I'm afraid. The Chancellor has declared himself Emperor, it appears that the majority of the Senate is supporting him.

SENATOR ORGANA
Conspiracy, no doubt. Most of those senators are on the Chancellor's payroll.

BAROL
Perhaps.

SENATOR ORGANA
And Master Ki-Adi-Mundi, what news of the Jedi?

KI-ADI-MUNDI
Some transports have arrived, however communication with them has ended, which can only mean they were attacked. 

MON MOTHMA
By Palpatine, no doubt. How many Jedi do we have?

KI-ADI-MUNDI
Now, only four hundred, there is no sign of the rest of them.

BAROL
That makes our total count of active soldiers nearly a thousand.

PADMÉ
Our worse nightmare has been realized. (genuinely sad) I prayed it would not come to this.

MON MOTHMA
Nothing can stop war now.

SCENE 174 - INTERIOR SENATE BUILDING, HIDDEN CORRIDOR - TWILIGHT

PALPATINE, with his cohorts in tow, head down a hidden corridor in the Senate Building. ANAKIN walks side-by-side with PALPATINE, while a holoprojector in MAS AMEDDA'S hand shows GENERAL DOLVINE.

PALPATINE
I hope you've brought me good news, General.

DOLVINE (V.O.)
I have, sir. The last of the Jedi Temple has been destroyed. Several Correlian Cruisers were spotted leaving the surface before our arrival. Although it has not been confirmed, I believe that they are headed towards the secret base.

PALPATINE
It has been confirmed, General. Destroy everything at the Temple-site. I don't want there to be even memories of the Jedi when you are finished. My Imperial Fleet will take care of the missing Cruisers.

DOLVINE (V.O.)
Yes, your Excellency.

The hologram ends, and PALPATINE turns to ANAKIN.

PALPATINE
There's something I want to show you, my friend. (turns back to Sly Moore) Prepare my shuttle to leave for Had Abaddon immediately.

SCENE 000 - EXTERIOR KAIBURR, Slave I - DAY

Slave I rockets across the KAIBURR skyline.

SCENE 175 - INTERIOR COCKPIT, Slave I - DAY

BOBA FETT, without his helmet, and MONX BITTU are behind the controls.

BOBA FETT
Engaging stealth mode.

SCENE 176 - EXTERIOR KAIBURR, SLAVE I - DAY

Slave I lowers itself to the surface, nearly skimming the ocean. It approaches Needle Base cautiously and without alarm. It stops at the base of Needle Base and perches itself on a nearby rock formation, OUT OF VIEW from the base.

SCENE 177 - INTERIOR COCKPIT, SLAVE I - NOON

BOBA FETT is fidgeting with the controls.

BOBA FETT
It may take a while to establish and untraceable signal.

MONX BITTU
How long?

BOBA FETT
A moment or two.

MONX BITTU stands up and retrieves his force pike from a weapons cache on the rear wall.

BOBA FETT
Nice stick.

MONX BITTU
It's navillium. Indestructible.

BOBA FETT stands up, leering at MONX BITTU.

BOBA FETT
Nothing replaces a blaster, I don't care how indestructible it is.

MONX BITTU
So says the slow...

He spins the force pike at lightening speed, tapping BOBA FETT'S blaster from his holster, and slapping it to himself within the blink of an eye.

MONX BITTU
Let's just hope you're not as slow as your father.

BOBA FETT glares at him, grabbing his blaster back.

SCENE 178 - EXTERIOR SPACE, DAGOBAH SYSTEM

A Naboo Shuttle exits hyperspace and approaches the DAGOBAH SYSTEM.

SCENE 179 - INTERIOR COCKPIT, NABOO SHUTTLE

OBI-WAN and YODA watch intently as they approach DAGOBAH.

OBI-WAN
What is this place?

YODA
Far from the reach of Palpatine, this place is. That is the only important thing to us now.

OBI-WAN
It's a complete swamp, there's no intelligent life here at all. 

SCENE 180 - EXTERIOR DAGOBAH, NABOO SHUTTLE - NIGHT

The Naboo Shuttle slowly drops into the boggy tundra. DAGOBAH is a veritable swamp planet. Large winged-creatures fly by as the shuttle drops calmly atop a large tree root, one of thousands in sight.

The ENTRY HATCH opens and OBI-WAN appears with YODA by his side.

OBI-WAN
I guess we should set up camp here.

SCENE 181 - EXTERIOR DAGOBAH, MAKESHIFT CAMPSITE - TWILIGHT

OBI-WAN and YODA sit around a campfire, baby LUKE is off to the side, under their close watch, within his carriage. Both have grim looks on their faces.

OBI-WAN
So the Temple is gone? And the Jedi?

YODA
Only a few Jedi remain. With Ki-Adi-Mundi on Kaiburr, they are now.

OBI-WAN
Master Windu?

YODA
Unsure of his fate, I am.

OBI-WAN
How can it end like this, Master? I thought the Council was certain that Anakin was the Chosen One?

YODA
The Chosen One, he is.

OBI-WAN
Then why are we suffering at the hands of the Sith? If he is to bring balance to the Force, then why did he betray us?

YODA
A mystery that is. Mindful of the future, you should be. Concentrate on the Force.

Then a strange, yet familiar voice is heard. The voice of his dead Master, QUI-GON JINN echoes through the swamp.

QUI-GON 
Trust Master Yoda, Obi-Wan. He knows the path you must take.

OBI-WAN is genuinely shocked, as is YODA in part. Then, QUI-GON appears on a nearby tree root, in a ghostly mist.

OBI-WAN
Master Qui-Gon, is that you?

QUI-GON
Yes, my apprentice, it is I.

OBI-WAN
But how can that be, it's been over ten years since-

QUI-GON 
Since I died? You'll come to find out in time that things in life and death are not always as they seem

OBI-WAN
But how can this be? Master Yoda, you taught me that once a Jedi died, he would become one with the Force forever?

YODA
Truth that is, Hmmm... (pauses) a mystery this has become, a mystery greater then that which I know...

QUI-GON
A mystery you both will learn in time, when you discover the Will of the Force.

QUI-GON walks over to LUKE. 

QUI-GON
Anakin's first-born son. He must be the key to all of this.

OBI-WAN
Master Qui-Gon, I believe that I have failed you in training Anakin. There is evil in his heart, and now he has been turned against us.

QUI-GON
Perhaps, if it is the Will of the Force. The Force is why I am here, with you, in spirit and not in flesh. The Force is a powerful ally, not only to those who use it, but even more to those who understand it, who hear it. Those who listen to it.

OBI-WAN
But I don't understand, Master, why can we see you when you are dead and one with the Force.

QUI-GON
Because, it is needed to complete the task. It is the Will of the Force that I am here, to show you guidance and to impart it's message. This is what the Prophecy spoke of and this is why it chose me to find Skywalker, I heard the Force speak and I followed it.

YODA
Allowed you to return, the Force has. 

QUI-GON
Yes, Master, that is correct. And in time, you will learn to hear it to, even better then I. When you have heard it you will not even taste death, as I had. You will hear it perfectly, calling out for order, calling out for balance.

OBI-WAN
It was the Will of the Force that you return to us now? What must I do to save Anakin?

QUI-GON
Confront him, and if he will not turn, then you must destroy him.

OBI-WAN
But what about the Force, how can it be brought back to balance if Anakin is dead?

QUI-GON looks at LUKE.

QUI-GON
The Force will allow what needs to be done to complete the task, as it has throughout history. It constantly seeks to be in balance and will allow even the dead to return if required. There is no life or death in the Force, only a circle of balance. Train Luke to be a Jedi like his father, but do not raise him. He must come to you when he is ready, when the Force wills it.

YODA
Risky, that is Qui-Gon. Too old for the training was Anakin's flaw, if given the same trait, his son may follow the same path.

QUI-GON
No one can see that yet, Master. And what risk is there now? Death? It must be allowed by the Force, the Force will flow through him and will lead him to you, Obi-Wan. But now you must follow the Will of the Force...

QUI-GON'S ghostly shape withers away and after just a moment, is GONE. The TWO JEDI sit quietly, contemplating what they just saw.

OBI-WAN
Was what he said true? That I must train Luke; that if Anakin falls to the dark side then his son is the only hope.

YODA
The truth, Qui-Gon has revealed. Find this boy a home you must, and then confront your apprentice. If you fail, on this boy we will pin our hopes. Go quickly, you should. Do you know of a safe place for the child?

OBI-WAN stands.

OBI-WAN
I know of one. It's the last place anyone would think of looking.

YODA
Go now, and may the Force be with you, Obi-Wan.

SCENE 182 - INTERIOR NEEDLE BASE, COMMAND CENTER - DAY

The SENATORS and REBEL LEADERS are gathered around holoprojector. An image of a large sphere station appears as a hologram.

MON MOTHMA
This is our fear, a space station the size of a moon.

THADIUS
But what would the purpose of it be?

MON MOTHMA
It's being called the "Death Star," and based on the reports we have attained through spies, Palpatine hopes to be able to channel enough fire power to destroy an entire planet.

SENATOR ORGANA
That's impossible.

MON MOTHMA
Actually no, our reports indicate that within a long enough time frame and with the right funding, this is very possible. We need to stop this from happening.

PADMÉ
If what you're saying is true, then there is no other choice then to fight them. If one of these were ever created it would give him unlimited power, there would be no stopping it. 

BAROL
Very well then, that will be our first task. I'll set up a team rendezvous with the spies and see what information we can gather. 

A REBEL LIEUTENANT approaches the group, with concern on his face.

REBEL LIEUTENANT
Excuse me. We're getting reports of a large military force exiting lightspeed just outside the system.

MON MOTHMA
Who are they?

REBEL LIEUTENANT
They have Republic markings, but they are ships I have never seen. The appear heavily armed.

MON MOTHMA
Prepare our defense mechanisms, engage the Force field. They cannot know about this base.

SCENE 183 - INTERIOR PALPATINE'S SHUTTLE, PASSENGER DECK

PALPATINE and ANAKIN sit alone, in the midst of a discussion, they both look up when a hologram of MONX BITTU appears.

MONX BITTU
M'Lord, we've located the secret rebel base. It's located on a small planet in the Kaiburr System. The precise coordinates have already been sent to your awaiting fleet, and they are preparing to attack.

PALPATINE
Excellent, and are there any defenses?

MONX BITTU
A deflector shield is the only significant defense. The bounty hunter and I will take care of that shortly.

PALPATINE
Make sure that the fleet's arrival is not compromised, I cannot afford failure.

MONX BITTU
There will be no compromise, M'Lord.

The hologram ended, and PALPATINE turns to ANAKIN.

PALPATINE
Do not feel sad for them, my friend. They brought this upon themselves.

ANAKIN
I know, I just can't help thinking about...

PALPATINE
She betrayed you. You can't allow yourself to be manipulated by her choice. How can they truly be seeking peace by making this war? How many lives are they going to save by this foolishness? 

ANAKIN
None.

PALPATINE
That's right, and it's because of their stubborn notions of the way things should be governed, their way and no one else’s. Soon you will learn the true nature of the Force your Jedi spoke of.

ANAKIN
The true nature?

PALPATINE 
Yes. The truth about the dark side of the Force. The truth about power. Soon you will know everything, even how to stop death.

ANAKIN looks curiously at PALPATINE who is less mild-mannered, and more WEATHERED and AGGRESSIVE. 

SCENE 184 - EXTERIOR TATOOINE, LARS HOMESTEAD - NIGHT

The Naboo Shuttle drops down to the sandy surface, landing smoothly. It is just outside a small familiar home. After only a moment, OBI-WAN emerges in his cloak and hood. He carries LUKE, protecting him from the sand-drenched. He approaches the home, it's lights faintly on. He knocks on the door and a young woman cautiously opens the door, a man behind her. They are OWEN and BERU LARS.

OBI-WAN
Are you the Lars?

OWEN
Yes, what is it to you?

OBI-WAN
My name is Obi-Wan Kenobi, and I am friends with your brother, Anakin.

OWEN
(stares momentarily) Come in then.

SCENE 185 - INTERIOR LARS HOMESTEAD - NIGHT

The three sit at a nearby table, BERU looks at LUKE with a curious, yet motherly eye. OWEN remains skeptical.

OWEN
What brings you here, Kenobi?

OBI-WAN
I have come as a favor for Anakin. I know you don't know me, but this is of crucial importance and you're really the only people that I can trust with this.

BERU
What is it?

OBI-WAN
Anakin was a Jedi, but he married in secret and had this child, Luke. Anakin is gone, now there is no longer anyone able to provide for this child.

BERU
And the mother, was it Padmé?

OBI-WAN
Yes, but he wasn't safe with her, so she has left his care to me.

OWEN
And you plan to leave it up to us, because we're related.

OBI-WAN
The way Anakin spoke highly of you, I could only hope for you to take this task. There are no others I can turn to.

OWEN
Well, I hope you find someone. We have a enough trouble running this farm by ourselves, another mouth to feed is not what we need...(pauses) sorry.

BERU looks at OWEN, with a slight hint of frustration.

OWEN
It was your fault Anakin left, and it was your fault that his mind was filled with these idealistic worldly views. You should bear the responsibility, not us. Anakin should have stayed here with his family, and not gotten involved in your war.

OBI-WAN
Anakin was a hero and a friend, and I only come to you now because there is no other place for me to go.

BERU looks at OWEN, her eyes wide and expecting. He looks at her, then down at the table, and then back at her. Then he turns back at OBI-WAN, his eyes intently fixed on LUKE.

OWEN
Fine. We will take the child under one condition.

OBI-WAN
(smiles contently) What is that?

OWEN
We never want to see you again. If we take this child we don't want you to come here and steal away what we've worked and labored on for years. He will be our child.

OBI-WAN
Very well then.

OBI-WAN stands up and BERU takes LUKE, her face smiling brightly.

SCENE 186 - EXTERIOR TATOOINE, LARS HOMESTEAD - NIGHT

The Naboo Shuttle rises from the ground and into the night sky.

SCENE 187 - EXTERIOR HAD ABADDON, SITH TEMPLE - NIGHT

PALPATINE'S Shuttle drops to the planet's volcanic surface, landing just outside the Temple. With a hiss of air, the entry hatch opens. PALPATINE and ANAKIN walk side-by-side and head to the front entrance of the Temple.

ANAKIN
What place is this?

PALPATINE
It is the truth about me.

They walk into the front entrance, a large arching gate. ANAKIN stares at the strange markings carved into the surrounding wall. He touches them.

ANAKIN
They look familiar, what are they?

ANAKIN looks, but PALPATINE was no where to be seen and the gate was opened. He enters cautiously and comes into the main court. There was countless statues with similar markings. He follows the front entrance up to a large stairway.

SCENE 188 - EXTERIOR SITH TEMPLE, FRONT ENTRANCE - NIGHT

ANAKIN walks up the stairs towards the Temple entrance. He enters the darkened opening and sees only a small haze of light from candles. He walks in cautiously, his eyes going to and fro. He heads down the main corridor and comes to a large room. Inside the room there are many artifacts. Some are busts of powerful men of renown, others are ancient weapons hung on the wall, some lightsabers, and there are drawings and more strange markings lining the walls. There are no windows or outside sources of light, only a small doorway on the far side of the room. 

Then at the doorway, appears a figure in a black cloak. ANAKIN reaches out in the FORCE, and pulls a nearby lightsaber from the wall.

ANAKIN
Sith. 

The FIGURE removed the CLOAK, revealing PALPATINE. 

ANAKIN
This was the truth you spoke of. That you are a Sith Lord.

PALPATINE
Not just a Sith Lord, Anakin. I am the Master. It was I who controlled the blockade of Naboo, took power of the Senate and it was I who manipulated the pitiful Jedi Order into fighting the war, bringing their kind to the brink of destruction. It was I who ordered the clones from Kamino and it was I who created and destroyed the Separatist Army, and even the attack on Pur-Leen was my doing.

ANAKIN
So you've been controlling everything.

PALPATINE 
The only true power is that which you can use effectively. Everything else is an illusion. Soon you will learn of this power.

ANAKIN
You mean the dark side of the Force.

PALPATINE
I can feel it in you, welling up as I speak. Anger, (pauses) rage. The only way one can control is through the dark side. That is the only way to true power, together we can bring order to the Galaxy.

ANAKIN
I can't join you. (pauses) I can't destroy my wife and my friends. I cannot give in to this.

PALPATINE
Oh, you will, you will. Right now as we speak, my Imperial Fleet is preparing to attack their ill-prepared base. Soon they will be dead, and you will be mine.

SCENE 189 - EXTERIOR KAIBURR, NEEDLE BASE - DAY

The ocean crashes into the sides of Needle Base as night approaches.

SCENE 190 - INTERIOR NEEDLE BASE, CONTROL CENTER - DAY

The REBEL LEADERS and SENATORS are gathered around a holographic image of the coming Imperial Fleet.

SENATOR ORGANA
It won't take them long to arrive here.

MON MOTHMA
Never-the-less, they can't penetrate our force-field. They would have to launch a ground assault.

PADMÉ
Where would they attack if they landed?

BAROL pressed a few buttons changing the hologram to a visual of Needle Base, and then pointed to a small section of flat land at the top.

BAROL
The West Plateau. Large ships could land there and assemble a ground assault. That would be their best way to enter the base, which they would need to in order eliminate the deflector shield.

SENATOR ORGANA
Jedi Master Ki-Adi-Mundi, how many troops could we have there?

KI-ADI-MUNDI
All available. Nearly a thousand. We could also use some of our Fighters to attack from the sky, although we have no ground cannons to take out any of their ships. It would be extremely dangerous.

BAROL
So it's not practical, is it something we can do?

KI-ADI-MUNDI
Yes.

MON MOTHMA
I suggest, however that the senators who are hoping to hold their place in the Senate leave soon. Once the Fleet arrives, it will be nearly impossible to evacuate.

SENATOR ORGANA
And what if they penetrate the shield, what if the Jedi and your troops are unable to stop them?

MON MOTHMA
Then we flee, try to salvage as much as possible. It's a last case scenario, but we have hidden reserves on the Dantooine System.

BAROL
For now we fight. 

KI-ADI-MUNDI
May the Force be with you all.

SCENE 191 - INTERIOR SITH TEMPLE, MAIN HALL - NIGHT

PALPATINE and ANAKIN are still engaged in dialogue.

PALPATINE
You must realize that you can't save your friends. Their fate has been determined by their actions. I don't seek to bring destruction, only order. This foolish notion that democracy will work is why I am Emperor now, it is why they will serve me without question. But, now they will suffer for their insolence.

ANAKIN
And if I don't join you?

PALPATINE
Then you will suffer their fate.

ANAKIN ignites the crimson red, Sith lightsaber. He stands there, TAUT and READY TO FIGHT.

PALPATINE
Very well, Skywalker.

PALAPTINE waives his hand and the ground slides open, ANAKIN drops into the pit below and grate slides above him where the ground once was. He is trapped. Light penetrates into the pit and PALAPTINE moves to its edge. His RED GUARDS also approach from both sides, peering in the chamber. ANAKIN sees a shadow in the darkness, and then he recognizes it to be MACE WINDU.

PALPATINE
An old friend for you, Anakin. Do you remember? It was he who would not train you, the Jedi Council, and when they did they took you from your mother until she died. They never had your interests in mind, it was they who betrayed you.

ANAKIN stares at MACE, not knowing what to expect.

MACE
Anakin, is that you?

ANAKIN
Yes, Master Windu, it is I.

PALPATINE
He represents everything you despise. It was the Jedi who took you away from the arms of your mother, then held you back from reaching your true potential. It was they who have caused you all this pain and suffering. (pauses) Anakin, take your weapon and strike him down. Complete your journey to the dark side.

ANAKIN
I cannot; I will not.

PALPATINE 
I see the anger in you, if you do not kill him he will kill you.

ANAKIN looks at MACE, long and hard. MACE ignites his lightsaber. 

MACE
Anakin, if you face me, you will die.

ANAKIN
It was your fault, this is all your fault. The Jedi are responsible for this, all of it.

MACE
You do not believe that, Anakin.

ANAKIN
No, now I see the truth. My mother died in my arms because of you. (pauses long) Today, you will die.

The TWO JEDI leap at each other, their lightsabers CLASH HARD, and SPARKS go everywhere.

SCENE 192 - EXTERIOR NEEDLE BASE, SOUTH PLATEAU - DAY

KI-ADI-MUNDI stands in front of the entire Rebel Army, JEDI and REBEL SOLDIERS alike. There are several Starfighters, both Jedi and Rebel perched on the plateau. The army is standing in very straight lines, at attention, their eyes sullen.

KI-ADI-MUNDI looks to the skyline to reveal the coming Imperial Fleet.

KI-ADI-MUNDI
(to himself) So it begins. All pilots to their ships! Do not engage the enemy until fired upon! 

SCENE 193 - EXTERIOR NEEDLE BASE, CLIFF - DAY

MONX BITTU and a helmeted BOBA FETT are at stationed at a cliff, outside the view of the REBEL SOLDIERS. MONX BITTU uses macrobinoculars to locate the Rebels and the coming Imperial Fleet. 

MONX BITTU
The shield generator is inside that dome (pointing). We will have to enter through the docking hanger.

BOBA FETT
All their infantry will be on this plateau, it couldn't be easier.

MONX BITTU
Follow me, we must hurry.

MONX BITTU heads down a ravine towards the dome, with BOBA FETT in close pursuit.

SCENE 194 - INTERIOR NEEDLE BASE, CONTROL CENTER - DAY

The REBEL LEADERS and SENATORS still talk, PADMÉ is no where to be seen.

BAROL
The ground troops are in place. T-Minus, three minutes until contact.

OBI-WAN appears in the DOORWAY, joining the GROUP.

SENATOR ORGANA
General Kenobi, what has happened to the Jedi?

OBI-WAN
They're gone. They've been destroyed. And there are more ships on their way here, I spotted them entering the system. We must evacuate immediately.

MON MOTHMA
Our sensors only indicate one grouping of the Fleet (pointing) here. 

OBI-WAN
There are at least four different ones, this one only serves to distract you. It would be wise to leave as soon as possible. If they make it to this base while we our here, the rebellion you have constructed will be finished.

MON MOTHMA thinks for a moment.

MON MOTHMA
Alright. Initiate evacuation protocol. 

BAROL
I hope that our ground forces can repel them long enough for the evacuation.

SCENE 195 - INTERIOR SITH TEMPLE, MAIN HALL - NIGHT

The two JEDI battle furiously, their sabers whirring in amazing speeds. They parry back and forth, both of them not loosing breath. MACE gets the upper hand and uses the FORCE to push ANAKIN back against the far wall. He drops his lightsaber, but then quickly regains his footing. He calls out to his weapon, summoning it to his hand and igniting it again.

MACE
Anakin you cannot win. You must understand that I cannot allow a Jedi as powerful as yourself to be turned to the dark side. If you choose not to submit yourself to the Code, then you will be destroyed.

ANAKIN
Wrong, it is you who will be destroyed.

ANAKIN attacks again, his fury shows through his eyes. They battle hard back and forth, neither loosing ground or gaining it.

Both JEDI get pushed apart from the power of their blows, and then they leap, flipping in the air and swinging their lightsabers at each other again, slashing their blades quick and unrelentingly. ANAKIN begins to gain some ground, pushing MACE back against the far wall.

His eyes are filled with hatred. He presses further, and with one quick strike he severs MACE'S hand, knocking the lightsaber to the ground. He swiftly grabs the weapon, through the FORCE and throws it against the wall far behind him. It shatters. MACE grabs his arm in pain.

CAMERA ON ANAKIN: ANAKIN plunges the blade down at his victim, and then removes it. He begins to swing again and again at the dead Jedi, his face a visage of evil. He cries out with the last swing and then looks up, his eyes filled with bloodlust.

SCENE 196 - INTERIOR NEEDLE BASE, PADMÉ'S QUARTERS - DAY

PADMÉ holds LEIA, talking to her quietly, in the corner as OBI-WAN enters.

OBI-WAN
Padmé?

PADMÉ
Obi-Wan, what has happened?

OBI-WAN
Luke will be trained as a Jedi, I have left him with the Lars. They are good people, as you said. He is far outside the reach of the Empire.

PADMÉ
And I fear you bring bad news to me.

OBI-WAN
We must evacuate this, you should take Senator Organa's transport, to Alderaan. It should be safe there.

PADMÉ
What about Anakin?

OBI-WAN
I will confront him shortly.

PADMÉ
You know where he is?

OBI-WAN
(nods) Time is short M'Lady, you must hurry.

PADMÉ
Dormé and the droids will be here shortly. I will meet you in the docking bay.

SCENE 197 - EXTERIOR NEEDLE BASE, SOUTH PLATEAU - DAY

The Imperial Fleet has arrived, Imperial Fighters fly in low and begin to fire while a Cruiser lands at the far-end of the plateau. From it's entry hatch, thousands of CLONE TROOPERS emerge, firing their blasters. 

KI-ADI-MUNDI
Now!

KI-ADI-MUNDI engages his light saber and begins the charge. The Rebel Forces run towards the Enemy Army, and they engage in battle. In the sky, several Rebel Fighters begin to battle the Imperial Fighters. Dog fights ensue and explosions burst both on the plateau and in the sky above it.

SCENE 198 - INTERIOR NEEDLE BASE, PADMÉ'S QUARTERS - DAY

PADMÉ is along with LEIA, rocking the baby in her arms as she hears distant explosions. She is crying.

PADMÉ
Leia, I don't know what the future will bring you, but I hope you understand that it is alright to fight to be free. I hope you know that your father was once a good man. I hope you always remember that I love you.

DORMÉ and the DROIDS arrive in the room.

DORMÉ
M'Lady, we need to get to a transport. 

PADMÉ turns to face DORMÉ, and they leave the room down the corridor and into the docking bay where there are many loading into ships.

SCENE 199 - INTERIOR NEEDLE BASE, DOCKING BAY - DAY 

The docking bay is in havoc. Ships and PILOTS are leaving as the entire bay is shaking. transports and DROIDS are running about, under the order of evacuation.

THREEPIO
We're under attack again! Artoo, I do not believe we will make it out of this one.

ARTOO beeps a response.

THREEPIO
We'll be reduced to wires and scrap if this mountain caves in.

ARTOO beeps again.

THREEPIO
Of course I know I said that we would be safe. I may have been mistaken.

ARTOO whirrs and beeps.

THREEPIO
No, I am not naive you petty little piece of steel. When we get off this rock, I'm going to recommend a memory wipe for you. I only wish that I could erase your personality.

ARTOO whirrs.

THREEPIO
No, of course I don't mean it.

THREEPIO narrowly dodges a motor lift driving fast across the docking bay.

MOTORLIFT OPERATOR
Hey, get out of the way!

THREEPIO
Oh dear!

MOTORLIFT OPERATOR
Stupid droid.

THREEPIO
How rude! See what you made me do Artoo!

OBI-WAN meets them, pointing toward SENATOR ORGANA'S Ship.

OBI-WAN
Senator Organa has a place for you aboard his-

He is stopped mid-sentence when MONX BITTU emerges with BOBA FETT from a side entrance. MONX removes his cloak, revealing his hideous features. BOBA FETT begins firing, several REBEL SOLDIERS still remain in the docking bay. They confront his swift shots with their own. He strafes to the side of a Cruiser and they duck behind a small set of crates, they both fire.

OBI-WAN looks intently at MONX BITTU, guarding and pointing with one arm for PADMÉ, LEIA, the DROIDS and DORMÉ to head toward SENATOR ORGANA'S Ship.

OBI-WAN ignites his lightsaber and MONX BITTU twirls his force pike and then crouches in a defense position. The two battle, OBI-WAN flipping towards his enemy, and then forcing his way in with several well-placed blows. He realizes that the force pike cannot be destroyed by his saber, but continues to pummel towards MONX BITTU. With a push of the FORCE he throws his opponent off balance, but MONX BITTU regains it, landing on one hand then pushing himself up into a high flip, landing on the top of a nearby ship. OBI-WAN leaps atop the ship and begins to engage in battle again.

BOBA FETT takes out the REBEL SOLDIERS one-by-one, until there is only one left, hiding behind the same set of crates. He rockets up into the air and lands, crashing down hard on the crates. The REBEL SOLDIER rises to blast him, but he kicks him down. With everyone's attention on the other battle, he grabs the REBEL SOLDIER by the neck and looks him in the eye, pointing his blaster directly at him.

BOBA FETT
Where is the shield generator?

REBEL SOLDIER
(quivering) There...

He points to a corridor. BOBA FETT leaves quickly, darting down the passage unnoticed.

MONX BITTU fights furiously, pushing OBI-WAN into whatever direction he pleases. OBI-WAN leaps out of a tight corner near the wing of the ship, and lands near the fall motor lift. MONX BITTU drops to the ground and walks towards OBI-WAN, with a very sinister look in his eyes. He scrapes his force pike against the ground, leaving a trail of electricity. Then he jumps forward, again cornering OBI-WAN after only a few seconds. OBI-WAN fights hard to regain his edge in the BATTLE, but is pushed closer to the side of the motor lift, now teetering with a large cargo box at the top of it's boom.

OBI-WAN is pushed against the wall as MONX BITTU forces his weapon closer and closer, and for a brief moment, he is pinned. 

MONX BITTU
Your death has come for you, Jedi. 

MONX BITTU relishes overpowering OBI-WAN, and the force pike gets closer and closer to his face. Then suddenly, OBI-WAN pushes the force pike back, and swings violently, freeing himself. MONX BITTU is taken off-guard and doesn't notice OBI-WAN'S faint gesture to the motor lift, which begins to shake even more. OBI-WAN glances above, forcing MONX BITTU hard into one specific spot. Then with a swift undercut he removes MONX BITTU'S ARM at the shoulder, and FORCE pushes him underneath the falling cargo box, which crushes him instantly.

OBI-WAN wipes the sweat off his brow, not seeing BOBA FETT anywhere and then looks towards PADMÉ, who is still standing at the ramp to SENATOR ORGANA'S Ship.

OBI-WAN
(yelling) Board the transport, Padmé! You must go now!

PADMÉ looks to see OBI-WAN getting into a nearby Rebel Fighter. 

PADMÉ
Dormé, I need to ask something of you.

DORMÉ
Yes, M'Lady.

PADMÉ
(turning towards Dormé) I need you to take Leia and keep her safe.

DORMÉ
What do you mean?

PADMÉ
I have to see Anakin, and Obi-Wan knows where he is. If I don't return, for whatever reason, I need you to take Leia to Alderaan and make sure she has a good home. And that she is kept a secret.

DORMÉ
But M'Lady, what about you?

PADMÉ
Whatever my fate is, it has already been decided. I must see Anakin, I must try to bring him back.

PADMÉ and DORMÉ hug each other, then she gives LEIA over.

DORMÉ
I promise you, she will know of her mother.

PADMÉ
Erase the droids memory, no one must find out about who her father really is. (pauses) Take care of yourself, Dormé.

DORMÉ
(crying) You too, M'Lady.

PADMÉ runs towards a small Naboo Shuttle and enters it.

THREEPIO
Why is she leaving, Lady Dormé?

DORMÉ
Love.

DORMÉ and the DROIDS watch as the Rebel Fighter leaves, followed shortly by the Naboo Shuttle.

SCENE 200 - EXTERIOR NEEDLE BASE, SOUTH PLATEAU - DAY

The battle rages on between the REBELS and the Imperial Forces. KI-ADI-MUNDI and the JEDI fight valiantly, but the onslaught of CLONE TROOPERS is too great. The battle begins to shift in the favor of the Empire. 

KI-ADI-MUNDI battles four CLONE TROOPERS at the same time, with blinding speed, but cannot repel the power of the CLONE TROOPERS. And with several well-placed shots, the JEDI MASTER falls.

SCENE 201 - INTERIOR SHIELD GENERATOR CHAMBER - DAY

BOBA FETT enters, his blaster raised. No one is there. He quickly glances at the machinery, which is a large cylinder with a blue laser beam at the center of the shaft, and manipulates the controls. He removes a thermal detonator, and sets it carefully near the blue laser, making sure it doesn't touch and detonate. He switches the device on and then quickly leaves.

SCENE 202 - INTERIOR NEEDLE BASE, CONTROL CENTER - DAY

MON MOTHMA and BAROL remain at the control center. A REBEL LIEUTENANT approaches MON MOTHMA.

REBEL LIEUTENANT 
You must leave, M'Lady. The transports have almost completed evacuation.

MON MOTHMA
Have they breached the surface yet?

BAROL
Yes, our army has been completely decimated. The shield will be deactivated in only a matter of minutes.

A loud siren noise is heard, and red lights go on.

MON MOTHMA
(leaving) What is that?

BAROL
(shocked) Someone has engaged an explosive device in the main generator room. The explosion will destroy the entire base.

MON MOTHMA
Leave now, Commander!

They leave together. 

SCENE 203 - EXTERIOR KAIBURR, NEEDLE BASE - DAY

DISTANT SHOT: There are hordes of Imperial Ships flying around the base and masses of CLONE TROOPERS on it's plateau. The final transport rockets away, outside of the Fleets reach and a small space of silence is heard before the massive, ear-shattering explosion rips the base and everything nearby into shreds.

SCENE 204 - EXTERIOR SPACE, KAIBURR SYSTEM

The last of the transports fly OVER CAMERA as the explosion can be seen from space. The final one, off to the side is Slave I.

SCENE 205 - INTERIOR NABBO SHUTTLE, PASSENGER DECK 

SENATOR ORGANA and SENATOR BINKS approach DORMÉ, holding LEIA. DORMÉ is looking out of a side window, her eyes are distant.

SENATOR BINKS
Mesa no see Lady Padmé, mesa askin yousa handmaiden?

DORMÉ
She's gone... (pauses) She's gone to find the one she loves.

SENATOR ORGANA
And who is this little child...

DORMÉ looks at LEIA, and then at SENATOR ORGANA.

SCENE 206 - EXTERIOR HAD ABADDON, THE SURFACE - NIGHT

The planet is embroiled in violent earthquakes and eruptions; volcanoes are exploding throughout the surface. The sky is smoke and ash, with no sign of light whatsoever. A Rebel Fighter flies OVER CAMERA toward the faint silhouette of the Sith Temple, in the distance. Pools and rivers of lava surge through channels and crevices, fissures explode in some areas. 

SCENE 207 - INTERIOR SITH TEMPLE, MAIN HALL - NIGHT

PALPATINE and ANAKIN walk alone down the main hall, both donning black robes. They exit the Sith Temple and head toward the shuttle, where two RED GUARDS await them.

PALPATINE
The planet is breaking apart. Soon there will be nothing left of Had Abaddon.

PALPATINE is escorted up the ramp, but ANAKIN stays behind. PALPATINE turns to him curiously.

ANAKIN
I sense his presence. I must face my master.

PALPATINE turns and enters the ship, with a sinister grin spread across his face. 

The SHUTTLE lifts off the ground and heads off into the ashen sky.

SCENE 208 - INTERIOR PALPATINE'S SHUTTLE, PASSENGER DECK

PALPATINE turns to one of his RED GUARDS, as he takes a seat.

PALPATINE
Keep the ship close... (pauses) for now.

SCENE 209 - EXTERIOR SITH TEMPLE - NIGHT

The Starfighter drops to the ground, softly and a cloaked OBI-WAN emerges. ANAKIN stands fifty meters away. OBI-WAN approaches, slowly.

OBI-WAN
Anakin. (angry) What have you done?

ANAKIN remains silent, his eyes a fixed fury.

OBI-WAN
I cannot allow you to turn to the dark side. It is either surrender... (pauses) or death...

ANAKIN
There is no surrender.

OBI-WAN stops, and they both remove their cloaks and ignite their lightsabers, ANAKIN'S a Sith crimson color. They move in a circular motion around each other, their eyes intent and focused.

OBI-WAN
Anakin, don't make me do this.

ANAKIN
I am no longer Anakin. I am Darth Vader.

OBI-WAN
So you are dead. Palpatine has killed you, or what good was left in you.

ANAKIN lashes out in anger. He strikes in a blur of speed, all of which OBI-WAN blocks and dodges. They stop, and begin to circle again. Suddenly, an explosion throws them apart. A fountain of fire shoots up into the air in a blaze. ANAKIN jumps over the inferno, landing near OBI-WAN and they engage in battle again.

ANAKIN throws a firestorm of blows toward OBI-WAN, who dodges and deflects them proficiently. Then OBI-WAN goes on the offensive, pushing ANAKIN back with several hard, well-placed parries. He drives ANAKIN down into a defensive position. ANAKIN summons a nearby rock, which hurls via the FORCE towards OBI-WAN, knocking him away and onto his back.

OBI-WAN flips onto his feet, while ANAKIN runs away to find a better place to battle. ANAKIN stops atop a cliff side, a volcano bursts into the distance as the two continue to battle. They go back and forth for a while, before ANAKIN again is pushed into a dark corner, near the base of a large, heaving volcano.

OBI-WAN hears a noise amidst the explosions, as a shuttle lands nearby. It draws both of their attention, but ANAKIN uses the FORCE to push him away. His lightsaber slides away, and falls to the ground. It rolls near the edge of a lava pool. The pilot emerges, removing their helmet. It is PADMÉ. She warily steps forward, toward ANAKIN.

PADMÉ
Anakin, what are you doing?

ANAKIN
I'm taking what is rightfully mine, you should have never come here.

OBI-WAN appears unconscious, lying still.

PADMÉ
But I love you Anakin, don't you remember your feelings for me?

ANAKIN doesn't answer. PADMÉ turns her attention to OBI-WAN, who is still and not moving. She kneels beside him, trying to wake him.

PADMÉ
Anakin, look what you done? He was your friend, how could you?

ANAKIN
He has betrayed me. (pauses) As have you. I will not allow you to destroy all that the Emperor has created. And if you side with Obi-Wan, then you will face your destiny.

ANAKIN walks toward PADMÉ, his lightsaber outstretched. His eyes are irate, and his face a grim sight. PADMÉ closes her eyes, and his saber falls hard. But it misses it's mark, and OBI-WAN has recovered his lightsaber just in time, and blocking the blow. He leaps to his feet and with one swift slice severs ANAKIN'S robotic arm. With one FORCE push, he bowls ANAKIN over and onto the ground. 

SCENE 210 - INTERIOR PALPATINE'S SHUTTLE, PASSENGER DECK

PALPATINE is approached by his RED GUARD, and he looks out the window of his shuttle. HAD ABADDON is literally splitting apart into slivers of pieces. PALPATINE contemplates beneath the shadows of his cloak.

PALPATINE
Bring the ship closer to the surface...

SCENE 211 - EXTERIOR HAD ABADDON, THE SURFACE - NIGHT

Just as OBI-WAN approaches the fallen ANAKIN, another explosion bursts. It shatters the ground they were on, sending the shuttle and PADMÉ hurling towards the edge of the volcano. PADMÉ is clinging to the edge, and ANAKIN is no where to be found. OBI-WAN runs and leaps onto the edge, where fire and smoke is ascending. 

OBI-WAN
Padmé! Hold on!

PADMÉ
Obi-Wan, hurry!

The STARSHIP which is also hanging, drops into the lava pool below. When it hits the lava it explodes, sending pieces of it back up, nearly knocking PADMÉ off the edge. OBI-WAN reaches her and kneels down. He reaches down to grab her hand, and notices the quick movements of ANAKIN directly behind him. ANAKIN plunges his blade at OBI-WAN'S back, but the seasoned Jedi Knight blocks it. PADMÉ, continues to hang from the edge, but this time OBI-WAN charges unrelentingly, knowing she could FALL at any second and that ANAKIN is at a loss, without his arm. He knocks the lightsaber free, dropping ANAKIN to the ground. ANAKIN tries to flee, and OBI-WAN gives on last blow to ANAKIN at the back of his head. striking him down, dead.

OBI-WAN
Hold on! Hold on!

He immediately turns his attention to PADMÉ and runs to the edge again, but as he drops to his knees, PADMÉ loses grip and falls. OBI-WAN closes his eyes, and stands up. 

SCENE 212 - EXTERIOR SITH TEMPLE - NIGHT

Large cracks in the planet are beginning to separate. Mountains seem to be floating away in the sky as more volcanoes erupt everywhere. From the distance, OBI-WAN'S Fighter comes, FLYING OVER CAMERA and away into space. OBI-WAN glances to his right to see PALPATINE'S Shuttle, pulling the shell of ANAKIN SKYWALKER aboard. He ignores it and leaves.

SCENE 213 - EXTERIOR SPACE, REBEL TRANSPORT

A large REBEL TRANSPORT flies towards the DANTOOINE SYSTEM.

SCENE 214 - INTERIOR SENATOR ORGANA'S QUARTERS, REBEL TRANSPORT

MON MOTHMA sits alone, in front of a HOLOGRAM of SENATOR ORGANA.

MON MOTHMA
The losses were nearly complete. We are going to be able to regroup, but it will take time.

SENATOR ORGANA
Any news on the Death Star?

MON MOTHMA
Reports indicate that it will also take time, hopefully long enough for us to acquire the resources to mount an offensive against it.

SENATOR ORGANA
Very well, keep me posted on your progress. I will see what leverage we can use in the Senate, perhaps there is some form of democracy remaining.

MON MOTHMA
Do what you can there, and we will do what we can here. It is all we have left.

SENATOR ORGANA nods, and the hologram ends. 

SCENE 215 - EXTERIOR SPACE, IMPERIAL FLEET

A massive Star Destroyer is seen among an Imperial Fleet.

SCENE 216 - INTERIOR STAR DESTROYER, EMPEROR'S QUARTERS

PALPATINE stands, accompanied by only his RED GUARDS, who stand on both sides of him, leering through the window at the blackness in space. From a dark and smoke-filled doorway, a brooding dark figure approaches. He is DARTH VADER. He stands before PALPATINE, and then lowers himself to one knee.

DARTH VADER
What is thy bidding, my master?

PALPATINE
You shall not rest until every last remnant of the Jedi is extinct, and we have purged their pathetic existence from every system and every world. Together we will rule the Galaxy. Now rise my friend.

DARTH VADER rises, they approach a window and stare out at the countless ships of the Imperial Fleet.

SCENE 217 - EXTERIOR SPACE, IMPERIAL FLEET

The entire Imperial Fleet is seen in all it's power and honor.

SCENE 218 - EXTERIOR TATOOINE, LARS HOMESTEAD - NIGHT

There is a sandstorm on TATOOINE. A hooded OBI-WAN stands alone in the darkness. From a distance, OBI-WAN watches the Lars home, it's windows filled with light. He raises his hand up, revealing ANAKIN'S lightsaber. He puts in back into a satchel, and walks away.

SCENE 219 - EXTERIOR SPACE, ALDERAAN CRUISER

An Alderaan Cruiser rockets through space.

SCENE 220 - INTERIOR ALDERAAN CRUISER, CORRIDOR

THREEPIO is wandering around the corridors of the Alderaan Cruiser. He runs into ARTOO, and nearly falls over.

THREEPIO
How rude of you? You should watch where you're going. What's your name?

ARTOO beeps.

THREEPIO
ARTOO DEETOO? What a peculiar name.

ARTOO whirrs and beeps again.

THREEPIO
You have a large attitude for a little droid like yourself. Where are you going in such a hurry?

ARTOO beeps a response, and then heads off down the corridor. THREEPIO follows.

THREEPIO
Princess Leia's quarters, might I ask you who is Princess Leia?

The TWO DROIDS reach the doorway and they see DORMÉ rocking LEIA in a small chair. The TWO DROIDS enter the room.

SCENE 221 - EXTERIOR SPACE, ALDERAAN CRUISER, OUTSIDE PRINCESS LEIA'S QUATER'S WINDOW

Through the window one sees the DROIDS, DORMÉ and PRINCESS LEIA. CAMERA PANS UP to SPACE.

IRIS OUT: The End