Attack of the Clones Script

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


STAR WARS: EPISODE II
ATTACK OF THE CLONES

By: GEORGE LUCAS
& JONATHAN HALES

Revised Third Draft

Last Revision
September 5, 2001


FOR EDUCATIONAL PURPOSES ONLY


A vast sea of stars serves as the backdrop for the main
title. War drums echo through the heavens as a rollup
slowly crawls into infinity.


There is unrest in the Galactic Senate several hundred
solar systems have declared their intentions to leave the
Republic.

This separatist movement, under the leadership of Count
Dooku, has made it difficult for the limited number of Jedi
Knights to maintain peace and order in the galaxy.

Senator Amidala, the former Queen of Naboo, is returning to
the Galactic Senate to vote on the critical issue of
creating an Army of the Republic to assist the overwhelmed
Jedi...


PAN UP to reveal the amber city planet of Coruscant. Two
yellow Naboo Fighters fly OVER CAMERA toward the planet,
followed by a large Naboo Cruiser and one more Fighter.

INTERIOR: NABOO CRUISER - DAWN

The LIEUTENANT and two SECURITY OFFICERS address SENATOR
AMIDALA as the Cruiser nears the planet.

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

SENATOR AMIDALA: Very good, Lieutenant.

EXTERIOR: CITYSCAPE, CORUSCANT - DAWN

The ships skim across the surface of the city landscape.
The sun glints off the chrome hulls of the sleek Naboo
spacecraft as they navigate between the buildings of the
capital planet.

EXTERIOR: CORUSCANT, LANDING PLATFORM - DAWN

Two Naboo Fighters land on one leaf of a three-leaf-clover
landing platform. The Naboo Cruiser lands on the central
leaf, and the third Fighter lands on the remaining
platform.

A small GROUP OF DIGNITARIES waits to welcome the Senator.

One of the FIGHTER PILOTS jumps from the wing of his ship
and removes his helmet. He is CAPTAIN TYPHO, SENATOR
AMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

CAPTAIN TYPHO: We made it. I guess I was wrong, there was
no danger at all.

The ramp lowers. TWO NABOO GUARDS appear. SENATOR AMIDALA,
ONE HANDMAIDEN (VERSÉ) and FOUR TROOPERS descend the ramp.
AMIDALA is more beautiful now than she was ten years
earlier when, as Queen, she was freeing her people from the
yoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALA
reaches the foot of the ramp, when suddenly there is a
blinding FLASH and a huge EXPLOSION. The DIGNITARIES and
PILOTS are hurled to the ground as the starship is
destroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO
ESCORT PILOTS get up and run to where SENATOR AMIDALA lies
dying. Beyond, ARTOO DETOO drops down from the Naboo
Fighter and rolls toward the wreckage. The FEMALE ESCORT
PILOT kneels by SENATOR AMIDALA and takes off her helmet,
revealing SENATOR PADMÉ AMIDALA.

PADMÉ: Cordé...

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

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

CORDÉ dies. PADMÉ hugs her.

AMIDALA: No...!

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

PADMÉ lowers CORDÉ to the ground. She gets up and looks
around at the devastation. There are tears in her eyes.

AMIDALA: I shouldn't have come back.

CAPTAIN TYPHO: This vote is very important. You did your
duty - Cordé did hers. Now come. (she doesn't respond
Senator Amidala, please!

She turns. They walk away. ARTOO lets out a small whimper
and rolls after them.

EXTERIOR: SENATE BUILDING - DAY

The massive Senate Building glistens in the afternoon sun.
Small patches of fog have still to burn off.

INTERIOR: SENATE CHAMBER - DAY

The vast rotunda is buzzing with chatter. MAS AMEDDA, the
Supreme Chancellor's majordomo, tries to quiet things down
as PALPATINE confers with an AIDE, UV GIZEN, riding a small
one-man floating scooter.

MAS AMEDDA: Order! We shall have order! The motion for the
Republic to commission an army takes precedent, and that is
what we will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME
CHANCELLOR PALPATINE steps to the podium.

PALPATINE: ...My esteemed colleagues, excuse me... I have
just received some tragic and disturbing news. Senator
Amidala of the Naboo system has been assassinated!

There is a shock silence in the vast arena.

PALPATINE: This grievous blow is especially personal to me.
Before I became Chancellor, I served Amidala when she was
Queen. She was a great leader who fought for justice, not
only here in this honorable assembly, but also on her home
planet. She was so loved she could have been elected Queen
for life. She believed in public service, and she fervently
believed in democracy. Her death is a great loss to us all.
We will all mourn her as a relentless champion of
freedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR of
MALASTARE, moves his pod into the center of the arena.

ASK AAK: How many more Senators will die before this civil
strife ends! We must confront these rebels now, and we need
an army to do it.

A second pod moves into the center of the area with
DARSANA, the AMBASSADOR of GLEE ANSELM.

DARSANA: Why weren't the Jedi able to stop this
assassination? We are no longer safe, under their
protection.

SENATOR ORN FREE TAA swings forward in his pod.

ORN FREE TAA: The Republic needs more security now! Before
it comes to war.

PALPATINE: Must I remind the Senator from Malastare that
negotiations are continuing with the separatists. Peace is
our objective here... not war.

The SENATORS yell pro and con. MAS AMEDDA tries to calm
things down. SENATOR PADMÉ AMIDALA, with CAPTAIN TYPHO, JAR
JAR, and DORMÉ, maneuver her pod into the center of the
vast arena.

AMIDALA: My noble colleagues, I concur with the Supreme
Chancellor. At all costs, we do not want war!

The Senate goes quiet, then there is an outburst of
cheering and applause.

PALPATINE: It is with great surprise and joy the chair
recognizes the Senator from Naboo, Padmé Amidala.

PADMÉ: Less than an hour ago, an assassination attempt was
made against my life. One of my bodyguards and six others
were ruthlessly and senselessly murdered. I was the target
but, more importantly, I believe this security measure
before you, was the target. I have led the opposition to
build an army... but there is someone in this body who will
stop at nothing to assure its passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADMÉ: I warn you, if you vote to create this army, war
will follow. I have experienced the misery of war
firsthand; I do not wish to do it again.

There is sporadic yelling for and against her statements.

PADMÉ: Wake up, Senators... you must wake up! If we offer
the separatists violence, they can only show us violence in
return! Many will lose their lives. All will lose their
freedom. This decision could very well destroy the very
foundation of our great Republic. I pray you, do not let
fear push you into a disastrous decision. Vote down this
security measure, which is nothing less than a declaration
of war! Does anyone here want that? I cannot believe they
do.

There is an undercurrent of booing... and groaning. SENATOR
ORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA: My motion to defer the vote must be dealt
with first. That is the rule of law.

AMIDALA looks angry and frustrated. PALPATINE gives her a
sympathetic look.

PALPATINE: Due to the lateness of the hour and the
seriousness of this motion, we will take up these matters
tomorrow. Until then, the Senate stands adjourned.

EXTERIOR: EXECUTIVE QUARTERS BUILDING - DAY

The giant towers of the Republic Executive Building seem to
reach the heavens. Traffic clogs the smoggy sky.

INTERIOR: CHANCELLOR'S OFFICE - DAY

CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD
ROYAL GUARDS on either side of the door. YODA, PLO KOON,
KI-ADI-MUNDI, and MACE WINDU sit across from him. Behind
them stand the Jedi LUMINARA UNDULI and her Padawan,
BARRISS OFFEE.

PALPATINE: I don't know how much longer I can hold off the
vote, my friends. More and more star systems are joining
the separatists.

MACE WINDU: If they do break away -

PALPATINE: I will not let this Republic that has stood for
a thousand years be split in two. My negotiations will not
fail!

MACE WINDU: If they do, you must realize there aren't
enough Jedi to protect the Republic. We are keepers of the
peace, not soldiers.

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

YODA closes his eyes.

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

PALPATINE: What?

MACE WINDU: What do you sense, Master?

YODA: The Dark Side clouds everything. Impossible to see,
the future is. But this I am sure of - (opens his eyes) Do
their duty, the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC,
appears on the Chancellor's desk.

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

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

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, MAS
AMEDDA, DORMÉ, and SENATORS (BAIL ORGANA, JAR JAR BINKS and
HOROX RYYDER) and their ATTENDANTS enter the office. As
YODA and MACE WINDU move to greet the SENATOR, YODA taps
AMIDALA with his cane.

YODA: Padmé, your tragedy on the landing platform,
terrible. With you the force is strong... young Senator.
Seeing you alive brings warm feeling to my heart.

PADMÉ: Thank you, Master Yoda. Do you have any idea who was
behind the attack?

MACE WINDU: Our intelligence points to disgruntled spice
miners, on the moons of Naboo.

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

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

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

MACE WINDU: You know, M'Lady, Count Dooku was once a Jedi.
He couldn't assassinate anyone. It's not in his character.

YODA: In dark times nothing is what it appears to be, but
the fact remains for certain, Senator, in grave danger you
are.

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

PALPATINE: Master Jedi, may I suggest that the Senator be
placed under the protection of your graces.

BAIL ORGANA: Do you think that is a wise decision during
these stressful times?

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

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

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

PALPATINE: I realize all too well that additional security
might be disruptive for you, but perhaps someone you are
familiar with... an old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU: That's possible. He has just returned from a
Border dispute on Ansion.

PALPATINE: You must remember him, M'Lady... he watched over
you during the blockade conflict.

PADMÉ: This is not necessary, Chancellor.

PALPATINE: Do it for me, M'Lady, please. I will rest
easier. We had a big scare today. The thought of losing you
is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU: I will have Obi-Wan report to you immediately,
M'Lady.

YODA leans into her ear.

YODA: Too little about yourself you worry, Senator, and too
much about politics. Be mindful of your danger, Padmé.
Accept our help.

The JEDI leave the office.

EXTERIOR: APARTMENT BUILDING - TWILIGHT

A graceful skyscraper twinkles in the evening light of
Coruscant.

INTERIOR: APARTMENT BUILDING ELEVATOR - TWILIGHT

ANAKIN and OBI-WAN ride in a windowed elevator attached to
the outside of the Senate Building. They are on their way
to SENATOR AMIDALA'S apartments. ANAKIN nervously
rearranges his robes.

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

ANAKIN: Not at all.

OBI-WAN: I haven't felt you this tense since we fell into
that nest of gundarks.

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

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

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

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

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

INTERIOR: APARTMENT BUILDING, APARTMENT CORRIDOR - TWILIGHT

The door to the apartment slides open. JAR JAR walks into
the corridor, where TWO JEDI are exiting the elevator. He
recognizes OBI-WAN and becomes extremely excited, jumping
around, shaking his hand.

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

OBI-WAN smiles.

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

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR: ...and this, I take it, is your apprentice...
Noooooooo! Annie? Noooooooo! Little bitty Annie? (Looks at
Anakin) Noooooooo! Yousa so biggen! Yiyiyiyyi! Annie!!

ANAKIN: Hi, Jar Jar.

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

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

INTERIOR: SENATE BUILDING, APARTMENT - EVENING

PADMÉ is in a conference with CAPTAIN TYPHO and DORMÉ. JAR
JAR enters the room, followed by the TWO JEDI.

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

PADMÉ and TYPHO rise as OBI-WAN and ANAKIN stop before the
SENATOR. OBI-WAN steps forward. ANAKIN stares at PADMÉ. She
glances at him.

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

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

PADMÉ: It has been far too long Master Kenobi. I'm so glad
our paths have crossed again... but I must warn you that I
think your presence here is unnecessary.

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

She moves in front of ANAKIN.

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

They look at each other for a long moment.

ANAKIN: (trying to be smooth) So have you... grown more
beautiful, I mean... and much shorter... for a Senator, I
mean.

OBI-WAN looks disapprovingly at his apprentice. PADMÉ
laughs and shakes her head.

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

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

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

CAPTAIN TYPHO: I'm very grateful you're here, Master
Kenobi. I'm Captain TYPHO, head of Her Majesty's security
service. Queen Jamillia has informed you of your
assignment. The situation is more dangerous than the
Senator will admit.

PADMÉ: I don't need more security, I need answers. I want
to know who is trying to kill me.

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

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

He's done it again. He bites his lip in frustration and
shame. OBI-WAN gives ANAKIN a dirty look.

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

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

OBI-WAN: We will not go through this exercise again,
Anakin. And you will pay attention to my lead.

ANAKIN: Why?

OBI-WAN: What??!!

ANAKIN: Why else do you think we were assigned to protect
her, if not to find the killer? Protection is a job for
local security... not Jedi. It's overkill, Master.
Investigation is implied in our mandate.

OBI-WAN: We will do exactly as the Council has instructed,
and you will learn your place, young one.

PADMÉ: Perhaps with merely your presence, the mysteries
surrounding this threat will be revealed. Now, if you will
excuse me, I will retire.

Everyone gives AMIDALA a slight bow as she and DORMÉ leave
the room.

TYPHO: Well, I know I feel a lot better having you here.
I'll have an officer situated on every floor and I'll be at
the control center downstairs.

JAR JAR: Mesa busten wit happiness seein yousa again,
Annie. Deesa bad times, bombad times.

CAPTAIN TYPHO leaves.

ANAKIN: She hardly recognized me, Jar Jar. I've thought
about her every day since we parted... and she's forgotten
me completely.

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

OBI-WAN: Anakin, you're focusing on the negative again. Be
mindful of your thoughts. She was pleased to see us. Now
lets check the security here.

ANAKIN: Yes, my master.

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

An armor-clad bounty hunter, JANGO FETT, waits on the ledge
of a skyscraper as another bounty hunter, ZAM WESELL, a
CHANGELING, steps from her hovering speeder and approaches
FETT.

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

JANGO FETT: We'll have to try something more subtle this
time, Zam. My client is getting impatient.

FETT hands ZAM a transparent tube about a foot long
containing centipede-like KOUHUNS.

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

ZAM attaches her veil across the bottom of her face. She
turns to leave, but FETT calls her back.

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

She turns again, and walks toward her speeder.

EXTERIOR: JEDI TEMPLE - NIGHT

The vast Jedi Temple sits on an endless flat plain,
silhouetted by a against the traffic-filled sky.

INTERIOR: JEDI TEMPLE, CORRIDOR - NIGHT

MACE WINDU and YODA walk down the long hallway, silhouetted
by a lit room at the end.

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

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

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

YODA: And only those who have turned to the Dark Side can
sense the possibilities of the future.

MACE WINDU: It's been ten years, and the Sith still have
yet to show themselves.

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

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

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
R0OM - NIGHT

ANAKIN is standing in the living room. He is in a
meditative state. It is quiet. We hear DISTANT FOOTSTEPS in
the corridor outside the apartment. Suddenly ANAKIN'S eyes
pop open. His eyes dart around the room. He reaches for his
lightsaber, then smiles and puts it back in his belt.

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

OBI-WAN: Captain Typho has more than enough men downstairs.
No assassin will try that way. Any activity up here?

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

OBI-WAN checks a palm-sized view scanner he has pulled out
of his utility belt. It shows a shot of ARTOO by the door,
but no sign of PADMÉ on the bed.

OBI-WAN: What's going on?

ANAKIN shrugs.

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

OBI-WAN: What is she thinking?

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

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM
- NIGHT

PADMÉ is asleep in her bed, lit only by the light of the
city outside her window coming through the blinds. ARTOO
stands in the corner of the bedroom. His power is off.

OBI-WAN: (V.O.) It's not an intruder I'm worried about.
There are many other ways to kill a Senator.

ANAKIN: (V.O.) I know, but we also want to catch this
assassin. Don't we, Master?

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
ROOM - NIGHT

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

ANAKIN: It was her idea... Don't worry, no harm will come
to her. I can sense everything going on in that room. Trust
me.

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

ANAKIN: And yours are?

OBI-WAN: Possibly.

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

Standing on the skyscraper ledge, ZAM WESELL loads the
cylinder carrying the deadly KOUHUNS into a PROBE DROID.
She sends the PROBE DROID out into the Coruscant night.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation, moving out
onto the apartment's balcony.

OBI-WAN: You look tired.

ANAKIN: I don't sleep well anymore.

OBI-WAN: Because of your mother?

ANAKIN: I don't know why I keep dreaming about her now. I
haven't seen her since I was little.

OBI-WAN: Dreams pass in time.

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

OBI-WAN: Be mindful of your thoughts, Anakin, they betray
you. You've made a commitment to the Jedi Order... a
commitment not easily broken... and don't forget she's a
politician. They're not to be trusted.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM
- NIGHT

As PADMÉ sleeps, a PROBE DROID approaches outside her
window. It sends out several small arms that attach to the
window, creating sparks that shut down the security system.
Then a large arm cuts a small hole in the glass. A FAINT
SOUND is heard as the small section of glass is removed
from the window.

ARTOO wakes up, and his lights go on. The PROBE DROID
freezes. ARTOO looks around, makes a PLAINTIVE LITTLE
SOUND, then shuts down again. The PROBE DROID attaches a
little tube to the window. TWO DEADLY LOOKING CENTIPEDE
LIKE KOUHUNS exit the tube, crawl through the blinds and
head toward the sleeping PADMÉ.

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

OBI-WAN: (V.O.) It's been my experience that Senators are
only focused on pleasing those who fund their campaigns...
and they are more than willing to forget the niceties of
democracy to get those funds.

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

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation, walking
back into the main room.

ANAKIN: ...and besides, you're generalizing. The Chancellor
doesn't appear to be corrupt.

OBI-WAN: Palpatine's a politician.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM
- NIGHT

ARTOO sounds an alarm and shines a light on the bed. THE
KOUHUNS are inches from PADMÉ'S face. Their mouths are
open, and wicked stinger tongues flick out.

OBI-WAN: (V.O.) I've observed that he is very clever at
following the passions and prejudices of the Senators.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation.

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

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN: I sense it, too.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM
- NIGHT

OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand
on their hind legs and hiss as PADMÉ wakes up. ANAKIN
throws himself in front of her, whacking in half the deadly
creatures with his lightsaber.

OBI-WAN sees the DROID outside the window and races
straight at it, crashing through the blinds as he goes
through the window.

EXTERIOR: WINDOW LEDGE, APARTMENT BUILDING - NIGHT

OBI-WAN flies through the glass window and flings himself
at the PROBE DROID, grabbing onto the deadly machine before
it can flee. The PROBE DROID sinks under the weight of OBI
WAN but manages to stay afloat and fly away, with the Jedi
hanging on for dear life, a hundred stories above the city.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - NIGHT

ANAKIN and PADMÉ stare at the sight of OBI-WAN being
carried off by the DROID. ANAKIN turns to her. She pulls
her nightdress around her shoulders.

ANAKIN: Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORMÉ, enter the room as
Anakin dashes out.

DORMÉ: Are you all right, M'Lady?

PADMÉ nods yes.

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

The PROBE DROID sends several protective electrical shocks
across its surface, causing OBI-WAN to almost lose his
grip. As they dart in and out of the speeder traffic, OBI
WAN disconnects a wire on the back of the DROID. Its power
shuts off! OBI-WAN and the DROID drop like rocks. OBI-WAN
realizes the error of his ways and quickly puts the wire
back. The DROID'S systems light up again and it takes off.

EXTERIOR: SENATE APARTMENTS - ENTRANCE - NIGHT

ANAKIN charges out of the building and runs to a line of
parked speeders. He vaults into an open one and takes off,
gunning it fast toward the lines of speeder traffic high
above.

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

The DROID bumps against a wall, hoping to knock the Jedi
loose. It moves behind a speeder afterburner to scorch him.
It takes the JEDI wildly between buildings and finally
skims across a rooftop as OBI-WAN is forced to lift his
legs, tenaciously hanging onto the DROID. The DROID heads
for a dirty, beat-up speeder hidden in an alcove of a
building about twenty stories up. When the pilot of the
speeder, the scruffy bounty hunter, ZAM WESELL, sees the
DROID approach with OBI-WAN hanging on, she pulls a long
rifle out of the speeder and starts to fire at the JEDI.
EXPLOSIONS burst all around OBI-WAN. ZAM runs to her
speeder, jumps in, and takes off.

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

FINALLY, the DROID suffers a direct hit and blows up. OBI
WAN falls fifty stories, until a speeder drops down next to
him, and he manages to grab onto the back end of the
speeder and haul himself toward the cockpit. The JEDI
struggles to climb into the passenger seat of the open
speeder and sit down next to the driver, ANAKIN.

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

OBI-WAN: What took you so long?

ANAKIN: Oh, you know, Master, I couldn't find a speeder I
really liked, with an open cockpit... and with the right
speed capabilities... and then you know I had to get a
really gonzo color...

They zoom upward in hot pursuit of ZAM as she fires out the
open window at them with her laser pistol.

OBI-WAN: If you'd spend as much time working on your saber
skills as you do on your wit, young Padawan, you would
rival Master Yoda as a swordsman.

ANAKIN: I thought I already did.

OBI-WAN: Only in your mind, my very young apprentice.
Careful!! Hey, easy!!

As this conversation is going on, ANAKIN deftly moves in
and out of the oncoming traffic, across lanes, between
buildings, and miraculously through a construction site.
ZAM WESELL continues firing at them.

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

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

They barely miss a commuter train.

ANAKIN: Master, you know I've been flying since before I
could walk. I'm very good at this.

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

ZAM WESSEL and the JEDI race through a line of cross
traffic made up of giant trucks. The speeders bank sideways
as they slide around right-angle turns between buildings.
ZAM races into a tram tunnel.

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

ANAKIN: Don't worry, Master.

ANAKIN zooms into the tunnel after ZAM. They see a tram
coming at them. They brake, turn around, and race out,
barely ahead of the charging commuter transport.

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

ANAKIN: Sorry, Master. Don't worry, this guy's gonna kill
himself any minute now!

ZAM WESSEL turns into oncoming traffic, deliberately trying
to throw the JEDI off. Oncoming speeders swerve, trying to
avoid ZAM and the JEDI. ZAM does a quick, tight loop-over
and ends up behind the JEDI. She is now in a much better
position to fire at them with her laser pistol. To avoid
being hit by the laser bolts, ANAKIN slams on the brakes
and moves alongside ZAM. She now fires point-blank at OBI-
WAN.

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

ANAKIN: Right - this isn't working.

ANAKIN slides underneath Zam's speeder. They race along in
traffic, one speeder right on top of the other. The BOUNTY
HUNTER skims over the rooftops, causing ANAKIN to drop
behind. ANAKIN goes through his gears, zooming around
traffic. They race at high speed across a wide, flat
surface of the city planet. A large spacecraft almost
collides with them as it attempts to land.

OBI-WAN: Watch out for those banners!

They round a corner and clip a flag, which gets caught on
one of the front air scoops.

OBI-WAN: That was too close!

ANAKIN: Clear that!

OBI-WAN: What?

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

OBI-WAN leans out of the speeder, then crawls out onto the
front engine and pulls the flag free of the scoop. The
speeder lurches forward with a surge of power.

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

ANAKIN: So sorry, Master.

They chase the BOUNTY HUNTER through a power refinery. ZAM
shoots a power coupler causing voltage, like lightning, to
jump across a gap from one coupler to another. ANAKIN stays
on course, piloting the speeder directly through the arc.
ANAKIN and OBI-WAN'S bodies ripple with blue power.

OBI-WAN: Anakin! How many times have I told you to stay
away from the power couplings! Slow down! Don't go through
there!

Huge electrical bolts shoot between the buildings as the
speeders pass.

OBI-WAN: Yiiii, what are you doing?

ANAKIN: Sorry, Master!

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

ANAKIN: That was crazy!!!

ZAM slides around a corner sideways, blocking an alley,
firing point-blank as ANAKIN approaches.

ANAKIN: Ahh, damn.

OBI-WAN: Stop!!

ANAKIN: No, we can make it.

ANAKIN barely misses the BOUNTY HUNTER'S speeder as he
dives under it, and through a small gap in the building
hitting several pipes and going wildly out of control.
ANAKIN struggles to regain control of the speeder, narrowly
missing a crane, barely clipping a pair of giant struts. A
giant gas ball shoots up, causing ANAKIN to spin and bump a
building, stalling the speeder.

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

ANAKIN: I got us through that one all right.

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

ANAKIN: I think we're still alive.

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

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

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

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

Suddenly, there is an ambush. Laser bolts are everywhere.
EXPLOSIONS surround them. They look up to see ZAM WESSEL
take off.

ANAKIN: No we didn't...

Out of a cloud of smoke and ball of flames the JEDI tear
after ZAM. They are smoking. OBI-WAN slaps out the small
fire on the dashboard. ZAM goes up and down, through cross
traffic. There is a near miss as a speeder almost hits
them. ZAM turns down and left between two buildings. ANAKIN
pulls up and to the right

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

ANAKIN: Master, if we keep this chase going, that creep's
gonna end up Deep-fried. Personally, I'd very much like to
find out who in the hell he is and who he's working for...
This is a shortcut... I think.

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

ANAKIN turns up a side street, zooming up several small
passageways, then stops, hovering about fifty stories up.

OBI-WAN: Well, you lost him.

ANAKIN: I'm deeply sorry, Master.

ANAKIN looks around front and back. He spots something. He
seems to start counting to himself as he watches something
below approach.

OBI-WAN: Well, this is some kind of shortcut. He went
completely the other way! Once again, Anakin...

ANAKIN: ...Excuse me for a moment.

ANAKIN jumps out of the speeder. OBI-WAN looks down and
sees Zam's speeder about five stories below them cruising
past.

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

ANAKIN miraculously lands on top of the Bounty Hunter's
speeder. The speeder wobbles under the impact. ZAM looks up
and realizes what has happened.

ZAM takes off, and ANAKIN slides to the back strut and
almost slips off, but manages to hang on. ANAKIN works his
way back to ZAM, who, caught off guard, briefly changes
into her CLAWDITE form. ZAM stops suddenly, and ANAKIN
flies forward to the left front fork. ZAM shoots at him
with a laser pistol. There is a BLAST near ANAKIN'S hand,
which breaks off a piece of the speeder. ANAKIN slides to
the right fork of the speeder, where ZAM can't reach him.
He scrambles to the top, holding onto an air scoop.

OBI-WAN has jumped into the driver's seat of his speeder
and is deftly gaining on the rogue speeder. The two
speeders dive through oncoming traffic and then through
cross traffic. Finally, ANAKIN is able to get hold of his
lightsaber and starts to cut his way through the roof of
the speeder. ZAM takes out her laser pistol and starts
firing at the helpless JEDI, knocking the sword out of his
hand. OBI-WAN races under the speeder and catches the Jedi
weapon in the passenger's seat.

ANAKIN sticks his hand into the cockpit and, using the
Force, pulls the gun out of ZAM'S hand. She grabs the
JEDI'S hand, and they struggle for the weapon. It goes off,
blowing a hole in the floor of the speeder. The speeder
careens wildly out of control. ZAM struggles to pull the
speeder out of its nosedive. OBI-WAN gets slowed down by
traffic and loses sight of the Bounty Hunter's speeder.

Just as the speeder is about to nose dive into the ground,
ZAM pulls it out, and it slides hard on the pavement in a
shower of sparks. ANAKIN goes flying into the street.

EXTERIOR: ENTERTAINMENT STREET - NIGHT

ZAM exits the crashed speeder and runs. ANAKIN picks
himself up off the pavement and runs after her down the
very crowded street.

It's the seedy underbelly of the city. Broken sidewalks,
garish lights reflected in filthy puddles. It's pretty
crowded with various ALIEN LOW-LIFES, PANHANDLING DROIDS,
and the occasional group of UPPERCLASS SLUMMERS.

ANAKIN barges into several of them as he chases after the
fleeing ZAM. He loses the Bounty Hunter in the crowd, then
sees her again. The young Jedi is having a very difficult
time getting through the crowd. Ahead, ZAM turns in through
a door and disappears. A nightclub sign is flashing over
the door.

OBI-WAN lands the speeder in the nearby street. He gets out
and runs through the crowd toward ANAKIN. ANAKIN is just
about to follow ZAM into the nightclub when OBI-WAN catches
up to him.

OBI-WAN: Anakin!

ANAKIN: She went into that club, Master.

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

ANAKIN: Sorry, Master.

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

ANAKIN: Yes, Master.

OBI-WAN hands ANAKIN the lightsaber.

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

ANAKIN reaches for the lightsaber.

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

ANAKIN: Yes, Master.

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

ANAKIN: I know, Master.

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

OBI-WAN: This weapon is your life.

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

OBI-WAN finally holds out the lightsaber and ANAKIN grabs
it.

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

OBI-WAN releases hold of the lightsaber.

ANAKIN: I try, Master.

OBI-WAN walks ahead through the club entrance. ANAKIN
follows him.

OBI-WAN: Why do I get the feeling you're going to be the
death of me?!

INTERIOR: NIGHTCLUB - NIGHT

OBI-WAN and ANAKIN enter the nightclub bar, and everyone
stares at them

ANAKIN: Don't say that Master... You're the closest thing I
have to a father... I love you. I don't want to cause you
pain.

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

ANAKIN: I am trying.

OBI-WAN: Can you see him?

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

OBI-WAN: In that case be extra careful... (nods to the
room) Go and find her.

OBI-WAN goes away.

ANAKIN: Where are you going, Master?

OBI-WAN: For a drink.

OBI-WAN heads for the bar. ANAKIN blinks in surprise, then
moves into the room, where ALIEN FACES look back at him
with hostility, suspicion, and invitation as he moves among
the tables. OBI-WAN arrives at the bar. He signals the
BARMAN.

CLOSE - Somewhere in the room a HAND moves to a pistol in
its holster and unsnaps the safety catch. At the bar, a
glass is placed in front of OBI-WAN. A drink is poured. He
lifts the glass.

ELAN SLEAZEBAGGANO: You wanna buy some death-sticks?

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

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

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

OBI-WAN moves his fingers.

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

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

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

CLOSE - The gun is drawn from its holster and held down out
of sight. The BOUNTY HUNTER starts to move toward the bar.

The gun moves toward OBI-WAN'S unsuspecting back. The gun
is raised to aim directly at his back, and suddenly OBI-WAN
turns fast. His lightsaber flashes. There is a shrill
SCREAM and ZAM'S ARM hits the floor. The gun drops from its
twitching fingers. Blood spreads.

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

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

Slowly, the ALIENS sit. Conversation resumes. Onstage, THE
PERFORMERS pick up their routine. OBI-WAN and ANAKIN lift
ZAM and carry her out.

EXTERIOR: ALLEY OUTSIDE NIGHTCLUB - NIGHT

OBI-WAN and ANAKIN carry ZAM into the alley and lower her
to the ground. OBI-WAN attends to her wounded shoulder. She
stares up hatefully at ANAKIN. She winces in pain, then
nods.

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

ZAM WESSEL: The Senator from Naboo.

OBI-WAN: Who hired you?

ZAM glares at OBI-WAN.

ZAM WESSEL: It was just a job.

ANAKIN: Who hired you? Tell us!

ZAM WESSEL: That Senator's gonna die soon anyway, and the
next one won't make the same mistake I did...

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

ANAKIN: Tell us... tell us now!

ZAM glares hatefully.

ZAM: It was a Bounty Hunter called...

There is a sudden FTZZZ sound. ZAM twitches. She blinks in
surprise and dies. As OBI-WAN lays ZAM down on the street,
she changes to her CLAWDITE form.

There is a WHOOSH from above. OBI-WAN and ANAKIN look up to
see an ARMORED ROCKET-MAN taking off from a roof high
above. He shoots up fast into the sky and disappears. OBI-
WAN looks down at ZAM. He touches her neck and pulls out a
small, wicked-looking dart.

OBI-WAN: Toxic dart...

EXTERIOR: JEDI TEMPLE - DAY

The tall spires of the Jedi Temple stand out against the
blue sky.

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - DAY

OBI-WAN and ANAKIN stand in the center of the Council
Chamber. The members of the Jedi Council are seated in a
circle surrounding the two Jedi.

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

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

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

YODA: Handle that, your Padawan will.

MACE WINDU: Anakin, escort the Senator back to her home
planet of Naboo. She'll be safer there. And don't use
registered transport. Travel as refugees.

ANAKIN: As the leader of the opposition, it will be very
difficult to get Senator Amidala to leave the Capital.

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

MACE WINDU: Anakin, go to the Senate and ask Chancellor
Palpatine to speak with her.

The two Jedi exit the Council Chamber.

INTERIOR: SENATE BUILDING, PALPATINE'S OFFICE - DAY

ANAKIN and PALPATINE stand at the window of PALPATINE'S
office and look out over the vast city.

PALPATINE: I will talk to her. Senator Amidala will not
refuse an executive order. I know her well enough to assure
you of that.

ANAKIN: Thank you, your Excellency.

PALPATINE: And so, my young Padawan, they have finally
given you an assignment. Your patience has paid off.

ANAKIN: Your guidance more that my patience.

PALPATINE: You don't need guidance, Anakin. In time you
will learn to trust your feelings. Then you will be
invincible. I have said it many times, you are the most
gifted Jedi I have ever met.

PALPATINE and ANAKIN turn away from the window and walk
through PALPATINE'S office towards the door.

ANAKIN: Thank you, your Excellency.

PALPATINE: I see you becoming the greatest of all the Jedi,
Anakin. Even more powerful than Master Yoda.

INTERIOR: JEDI TEMPLE, ATRIUM - DAY

MACE WINDU and OBI-WAN walk along the Temple corridors.
YODA accompanies them, riding in a small floating chair.

OBI-WAN: I am concerned for my Padawan. He is not ready to
be given this assignment on his own yet.

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

MACE WINDU: The boy has exceptional skills.

OBI-WAN: But he still has much to learn, Master. His
abilities have made him... ell, arrogant.

YODA: Yes, yes. It's a flaw more and more common among
Jedi. Too sure of themselves they are. Even the older, more
experienced ones.

MACE WINDU: Remember, Obi-Wan. If the prophecy is true,
your apprentice is the only one who can bring the Force
back into balance.

OBI-WAN: If he follows the right path.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - DAY

ANAKIN looks as PADMÉ and JAR JAR talk, standing near the
door of the anteroom to PADMÉ'S bedroom. DORMÉ moves about
packing luggage.

PADMÉ: I'm taking an extended leave of absence. It will be
your responsibility to take my place in the Senate.
Representative Binks, I know I can count on you.

JAR JAR: Mesa honored to be taken on dissa heavy burden.
(pompously) Mesa accept this with muy muy humility and
da...

PADMÉ: Jar Jar. I don't wish to hold you up. I'm sure you
have a great deal to do.

JAR JAR: Of course, M'Lady.

JAR JAR bows and goes out. PADMÉ walks briskly to ANAKIN.
She is in a very bad mood.

PADMÉ: I do not like this idea of hiding.

ANAKIN: Don't worry, now that the Council has ordered an
investigation, it won't take Master Obi-Wan long to find
this bounty hunter.

PADMÉ: (frustrated) I haven't worked for a year to defeat
the Military Creation Act not to be here when its fate is
decided!

ANAKIN: Sometimes we have to let go of our pride and do
what is requested of us.

PADMÉ: Pride?!? Annie, you're young, and you don't have a
very firm grip on politics. I suggest you reserve your
opinions for some other time.

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

PADMÉ: Annie! No!

ANAKIN: Please don't call me that.

PADMÉ: What?

ANAKIN: Annie...

PADMÉ: I've always called you that... it is your name,
isn't it?

ANAKIN: It's Anakin. When you say Annie it's like I'm still
a little boy... and I'm not.

PADMÉ: I'm sorry, Anakin. It's impossible to deny you've...
(looks him over) ...that you've grown up.

PADMÉ smiles at ANAKIN. He becomes a little shy.

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

PADMÉ: Mentors have a way of seeing more of our faults than
we would like. It's the only way we grow.

ANAKIN: Don't get me wrong... Obi-Wan is a great mentor, as
wise as Master Yoda and as powerful as Master Windu. I am
truly thankful to be his apprentice. Only... although I'm a
Padawan learner, in some ways... a lot of ways... I'm ahead
of him. I'm ready for the trials. I know I am! He knows it
too. But he feels I'm too unpredictable... Other Jedi my
age have gone through the trials and made it... I know I
started my training late... but he won't let me move on.

PADMÉ: That must be frustrating.

ANAKIN: It's worse... he's overly critical! He never
listens! He just doesn't understand. It's not fair!

PADMÉ cannot suppress a laugh. She shakes her head.

PADMÉ: I'm sorry... You sounded exactly like that little
boy I once knew, when he didn't get his way.

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

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

PADMÉ: I didn't say it to hurt you.

ANAKIN: I know...

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

PADMÉ: Anakin...

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

PADMÉ: Don't try to grow up too fast.

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

ANAKIN looks deep into PADMÉ'S eyes.

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

ANAKIN: Why not?

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

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

DORMÉ is watching with concern.

PADMÉ: It makes me feel uncomfortable.

ANAKIN: Sorry, M'Lady.

ANAKIN backs away as PADMÉ turns and goes back to her
packing.

EXTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT
BUS - DAY

A small bus speeds toward the massive freighter docks of
Coruscant's industrial area. The spaceport is bustling with
activity. Transports of various sizes move supplies and
passengers as giant floating cranes lift cargo out of the
starships. The bus stops before a huge, intergalactic
freighter starship. It parks in the shadows of an overhang.

INTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT
BUS - DAY

ANAKIN and PADMÉ, dressed in Outland peasant outfits, get
up and head for the door where CAPTAIN TYPHO, DORMÉ and
OBI-WAN are waiting to hand them their luggage.

CAPTAIN TYPHO: Be safe, M'Lady.

PADMÉ: Thank you, Captain. Take good care of Dormé... The
threat's on you two now.

DORMÉ: He'll be safe with me.

They laugh, and PADMÉ embraces her faithful handmaiden.
DORMÉ starts to weep.

PADMÉ: You'll be fine.

DORMÉ: It's not me, M'Lady. I worry about you. What if they
realize you've left the Capital?

PADMÉ: (looks to Anakin) Then my Jedi protector will have
to prove how good he is.

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

OBI-WAN: Anakin. Don't do anything without first consulting
either myself or the Council.

ANAKIN: Yes, Master.

OBI-WAN: (to Padmé) I will get to the bottom of this plot
quickly, M'Lady. You'll be back here in no time.

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

ANAKIN: Time to go.

PADMÉ: I know.

PADMÉ gives DORMÉ a last hug. ANAKIN picks up the luggage,
and the TWO PEASANTS exit the speeder bus, where ARTOO is
waiting for them.

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

ANAKIN: May the Force be with you, Master.

They head off toward the giant Starfreighter.

PADMÉ: Suddenly, I'm afraid...

ANAKIN: This is my first assignment on my own. I am too.
(looking at Artoo) But don't worry. We've got Artoo with
us.

They laugh.

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADMÉ disappear
into the vastness of the spaceport with ARTOO trundling
along behind them.

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

CAPTAIN TYPHO: I'd be more concerned about her doing
something, than him.

EXTERIOR: FREIGHTER DOCKS - CORUSCANT - DAY

The freighter slowly takes off from the huge docks area of
Coruscant. It soon moves into the crowded skies.

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - LATE DAY

From high above, light streams down from the lofty
ceilings. OBI-WAN crosses the floor of the great hallway,
heading for the Analysis Rooms.

INTERIOR: JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY

OBI-WAN walks past several glass cubicles where work is
going on. He comes to an empty one and sits down in front
of a console. A SP-4 ANALYSIS DROID comes to life. A tray
slides out of the console.

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

OBI-WAN puts the dart onto the tray, which retracts into
the console. The DROID activates the system, and a screen
lights up in front of OBI-WAN.

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

SP-4: One moment, please.

Diagrams and data appear on the screen, scrolling past at
great speed. OBI-WAN watches as the screen goes blank. The
tray slides out.

SP-4: Markings cannot be identified. As you can see on your
screen, subject weapon does not exist in any known culture.
Probably self-made by a warrior not associated with any
known society. Stand away from the sensor tray please.

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

SP-4: Master Jedi, our records are very thorough. They
cover eighty percent of the galaxy. If I can't tell you
where it came from, nobody can.

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

OBI-WAN: Thanks for your assistance! (to himself) I know
who can identify this.

EXTERIOR: CORUSCANT, DOWNTOWN, BACK STREET - MORNING

OBI-WAN walks down the street. It is a pretty tough part of
town. Old buildings, warehouses, beat up speeders and
transporter rigs thundering past. Above, the old elevated
monospeed with occasional "shiny freighters" hissing
through.

OBI-WAN comes to a kind of alien diner. On the steamed-up
windows it says "DEX'S DINER" in alien lettering. He goes
inside.

INTERIOR: CORUSCANT, DEX'S DINER - MORNING

A WAITRESS DROID is carrying plates of half-eaten food.
There is a counter with stools and a line of booths along
the wall by the window. A number of CUSTOMERS are eating -
TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS, ETC. The WAITRESS
DROID looks up as OBI-WAN comes in.

WAITRESS DROID: Can I help ya?

OBI-WAN: I'm looking for Dexter.

The WAITRESS DROID approaches OBI-WAN.

WAITRESS DROID: Waddya want him for?

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

There is a brief pause. Then the DROID goes to the open
serving hatch behind the counter.

WIITRESS DROID: Someone to see ya, honey. (lowering her
voice) A Jedi, by the looks of him.

Steam billows out from the kitchen hatch behind the counter
as a huge head pokes through.

DEXTER JETTSTER: Obi-Wan!

OBI-WAN: Hey, Dex.

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

OBI-WAN sits in a booth.

WAITRESS DROID: You want a cup of ardees?

OBI-WAN: Oh yes, thank you.

The WAITRESS DROID moves off as the door to the counter
opens and DEXTER JETTSTER appears. He is big - bald and
sweaty, old and alien. Not someone to tangle with. He
arrives, beaming hugely.

DEXTER JETTSTER: Hey, ol' buddy!

OBI-WAN: Hey, Dex.

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

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

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

OBI-WAN places the dart on the table between them. DEX'S
eyes widen. He puts down his mug.

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

DEXTER picks up the dart delicately between his puffy
fingers and peers at it.

DEXTER JETTSTER: I ain't seen one of these since I was
prospecting on Subterrel beyond the Outer Rim!

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

DEXTER grins. He puts the dart down between them.

DEXTER JETTSTER: This baby belongs to them cloners. What
you got here is a Kamino saberdart.

OBI-WAN: Kamino saberdart? ...I wonder why it didn't show
up in our analysis archive.

DEXTER JETTSTER: It's these funny little cuts on the side
give it away... Those analysis droids you've got over there
only focus on symbols, you know. I should think you Jedi
would have more respect for the difference between
knowledge and wisdom.

OBI-WAN: Well, Dex, if droids could think, we wouldn't be
here, would we? (laughing) Kamino... doesn't sound
familiar. Is it part of the Republic?

DEXTER JETTSTER: No, it's beyond the Outer Rim. I'd say
about twelve parsecs outside the Rishi Maze, toward the
south. It should be easy to find, even for those droids in
your archive. These Kaminoans keep to themselves. They're
cloners. Damned good ones, too.

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

OBI-WAN: Cloners? Are they friendly?

DEXTER JETTSTER: It depends.

OBI-WAN: On what, Dex?

Dexter grins.

DEXTER JETTSTER: On how good your manners are... and how
big your pocketbook is...

EXTERIOR: JEDI TEMPLE - DAY

The main entrance at the base of the huge Temple is
bustling with activity. All sorts of JEDI are coming and
going.

INTERIOR: JEDI TEMPLE, ARCHIVE LIBRARY - DAY

A bronze bust of Count Dooku stands among a line of other
busts of Jedi in the Archive Room. OBI-WAN stands in front
of it, studying the striking features of the chiseled face.

On the walls, lighted computer panels seem to stretch into
infinity. Farther along the room in the background, FIVE
JEDI are seated at tables, studying archive material.

After OBI-WAN studies the bust for a few moments before
MADAME JOCASTA NU, the Jedi Archivist, is standing next to
him. She is an elderly, frail-looking human Jedi. Tough as
old boots and smart as a whip.

JOCASTA NU: Did you call for assistance?

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

JOCASTA NU: He has a powerful face, doesn't he? He was one
of the most brilliant Jedi I have had the privilege of
knowing.

OBI-WAN: I never understood why he quit. Only twenty Jedi
have ever left the Order.

JOCASTA NU: (sighs) The Lost Twenty... Count Dooku was the
most recent and the most painful. No one likes to talk
about it. His leaving was a great loss to the Order.

OBI-WAN: What happened?

JOCASTA NU: Well, Count Dooku was always a bit out of step
with the decisions of the Council... much like your old
Master, Qui-Gon Jinn.

OBI-WAN: (surprised) Really?

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

JOCASTA NU gazes at the bust.

JOCASTA NU: He was always striving to become a more
powerful Jedi. He wanted to be the best. With a lightsaber,
in the old style of fencing, he had no match. His knowledge
of the Force was... unique. In the end, I think he left
because he lost faith in the Republic. He believed that
politics were corrupt, and he felt the Jedi betrayed
themselves by serving the politicians. He always had very
high expectations of government. He disappeared for nine or
ten years, then just showed up recently as the head of the
separatist movement.

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

JOCASTA NU: Well, I'm sure you didn't call me over here for
a history lesson. Are you having a problem, Master Kenobi?

OBI-WAN: Yes, I'm trying to find a planet system called
Kamino. It doesn't seem to show up on any of the archive
charts.

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

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

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

OBI-WAN: (nodding) According to my information, it should
be in this quadrant somewhere... just south of the Rishi
Maze.

JOCASTA NU taps the keyboard and frowns.

JOCASTA NU: No coordinates? It sounds like the sort of
directions you'd get from a street tout... some old miner
or Furbog trader.

OBI-WAN: All three, actually.

JOCASTA NU: Are you sure it exists?

OBI-WAN: Absolutely.

JOCASTA NU: Let me do a gravitational scan.

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

JOCASTA NU: There are some inconsistencies here. Maybe the
planet you're seeking was destroyed.

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

JOCASTA NU: It ought to be, unless it was very recent.
(shakes her head) I hate to say it, but it looks like the
system you're searching for doesn't exist.

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

JOCASTA NU: The archives are comprehensive and totally
secure, my young Jedi. One thing you may be absolutely sure
of - if an item does not appear in our records, it does not
exist!

OBI-WAN stares at her, then looks back to the map. JOCASTA
NU notices a young boy approach. She turns from OBI-WAN and
leaves with the youngster.

EXTERIOR: SPACE, STARSHIP FREIGHTER

The massive, slow-moving Freighter moves through space.

INTERIOR: STARFREIGHTER, STEERAGE HOLD - DAY

The great, gloomy hold is crowded with EMIGRANTS and their
belongings. To one side ARTOO is coming to the head of a
food line holding two bowls. With one of his little claw
arms, he grabs a chunk of something that looks like bread.

ARTOO slips a tube into a tub of mush and sucks up a large
quantity. A SERVER sees him.

SERVER: Hey! No Droids!

ARTOO takes one last big suck and heads away from the food
line. The SERVER shouts after him angrily. The little droid
moves past groups of eating or sleeping EMIGRANTS and comes
to ANAKIN and PADMÉ'S table where ANAKIN is sound asleep.
The young Jedi seems to be having a nightmare. He is very
restless.

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

He is sweating. PADMÉ leans over resting her hand on his
arm. He wakes up with a start, then realizes where he is.
PADMÉ simply looks at him. He stares back, somewhat
confused.

ANAKIN: What?

PADMÉ: You seemed to be having a nightmare.

ANAKIN looks at PADMÉ a little more closely, trying to see
if he has revealed any of his secrets. She hands him a bowl
of mush and bread.

PADMÉ: Are you hungry?

ANAKIN: Yeah.

PADMÉ takes the food from ARTOO and sets it on a make-shift
table. ANAKIN rises and takes a seat as she places a bowl
in front of him.

ANAKIN: Thanks.

PADMÉ: We went to lightspeed a while ago.

ANAKIN looks into PADMÉ'S eyes.

ANAKIN: I look forward to seeing Naboo again. I've thought
about it every day since I left. It's by far the most
beautiful place I've ever seen...

PADMÉ is a little unnerved by his intense stare.

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

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

PADMÉ: It must be difficult having sworn your life to the
Jedi... not being able to visit the places you like... or
do the things you like...

ANAKIN: Or be with the people I love.

PADMÉ: Are you allowed to love? I thought it was forbidden
for a Jedi.

ANAKIN: Attachment is forbidden. Possession is forbidden.
Compassion, which I would define as unconditional love, is
central to a Jedi's life, so you might say we're encouraged
to love.

PADMÉ: You have changed so much.

ANAKIN: You haven't changed a bit. You're exactly the way I
remember you in my dreams. I doubt if Naboo has changed
much either.

PADMÉ: It hasn't...

There is an awkward moment.

PADMÉ: (continuing; changing the subject) You were dreaming
about your mother earlier, weren't you?

ANAKIN: Yes... I left Tatooine so long ago, my memory of
her is fading. I don't want to lose it. Recently I've been
seeing her in my dreams... vivid dreams... scary dreams. I
worry about her.

PADMÉ gives ANAKIN a sympathetic look.

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - DAY

OBI-WAN walks through the main hallway to the training
area.

INTERIOR: JEDI TEMPLE, TRAINING VERANDA - DAY

OBI-WAN comes out onto the veranda and stops, watching
TWENTY or so FOUR-YEAR-OLDS doing training exercises,
supervised by YODA. They wear helmets over their eyes and
try to strike little TRAINING DROIDS with their miniature
lightsabers. The DROIDS dance in front of them.

YODA: Don't think... feel... be as one with the Force. Help
you, it will. (he sees Obi-Wan) Younglings - enough! A
visitor we have. Welcome him.

The CHILDREN turn off their lightsabers.

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

CHILDREN: Welcome, Master Obi-Wan!

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

YODA: What help to you, can I be?

OBI-WAN: I'm looking for a planet described to me by an old
friend. I trust him. But the system doesn't show up on the
archive maps.

YODA: Lost a planet, Master Obi-Wan has. How
embarrassing... how embarrassing. Liam, the shades. An
interesting puzzle. Gather, younglings, around the map
reader. Clear your minds and find Obi-Wan's wayward planet,
we will.

The reader is a small shaft with a hollow opening at the
top. The CHILDREN gather around it. OBI-WAN takes out a
little glass ball and places it into the bowl. The window
shades close, the reader lights up and projects the star
map hologram into the room. The CHILDREN laugh. Some of
them reach up to try and touch the nebulae and stars. OBI-
WAN walks into the display.

OBI-WAN: This is where it ought to be... but it isn't.
Gravity is pulling all the stars in this area inward to
this spot. There should be a star here... but there isn't.

YODA: Most interesting. Gravity's silhouette remains, but
the star and all its planets have disappeared. How can this
be? Now, younglings, in your mind, what is the first thing
you see? An answer? A thought? Anyone?

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

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

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

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

OBI-WAN stares; YODA chuckles.

YODA: Truly wonderful, the mind of a child is. The Padawan
is right. Go to the center of the gravity's pull, and find
your planet you will.

YODA and OBI-WAN move away from the CHILDREN. With a hand
movement, OBI-WAN causes the star map to disappear. OBI-WAN
uses the Force to call the glass ball back to his hand as
the two walk into an adjoining room.

OBI-WAN: But Master Yoda who could have erased information
from the archives? That's impossible, isn't it?

YODA: (frowning) Dangerous and disturbing this puzzle is.
Only a Jedi could have erased those files. But who and why,
harder to answer. Meditate on this, I will. May the Force
be with you.

EXTERIOR: NABOO SPACEPORT - DAY

The Starfreighter lands in the giant port city of Theed.

PADMÉ, ANAKIN and ARTOO are among the EMIGRANTS streaming
from the Starfreighter and into the vast docking area. They
exit onto the main plaza.

EXTERIOR: NABOO PALACE, GRAND COURTYARD - AFTERNOON

The speeder bus pulls up and stops. PADMÉ, ANAKIN, and
ARTOO get out. The great courtyard stretches before them,
and they see the rose-colored domes of the palace on the
far side. ARTOO WHISTLES. They pick up their gear and start
to cross the courtyard. ARTOO trundles behind them.

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

PADMÉ: (laughing) I doubt that.

ANAKIN: No, really. When I started my training, I was very
homesick and very lonely. This city and my Mom were the
only pleasant things I had to think about... The problem
was, the more I thought about my Mom, the worse I felt. But
I would feel better if I thought about the palace - the way
it shimmers in the sunlight - the way the air always smells
of flowers...

PADMÉ: ...and the soft sound of the distant waterfalls. The
first time I saw the Capital, I was very young... I'd never
seen a waterfall before. I thought they were so
beautiful... I never dreamed one day I'd live in the
palace.

ANAKIN: Well, tell me, did you dream of power and politics
when you were a little girl?

PADMÉ: (laughing) No! That was the last thing I thought of,
but the more history I studied, the more I realized how
much good politicians could do. After school, I became a
Senatorial advisor with such a passion that, before I knew
it, I was elected Queen. For the most part it was because
of my conviction that reform was possible. I wasn't the
youngest Queen ever elected, but now that I think back on
it, I'm not sure I was old enough. I'm not sure I was
ready.

ANAKIN: The people you served thought you did a good job. I
heard they tried to amend the Constitution so you could
stay in office.

PADMÉ: Popular rule is not democracy, Annie. It gives the
people what they want, not what they need. And, truthfully,
I was relieved when my two terms were up. So were my
parents. They worried about me during the blockade and
couldn't wait for it all to be over. Actually, I was hoping
to have a family by now... My sisters have the most
amazing, wonderful kids... So when the Queen asked me to
serve as Senator, I couldn't refuse her.

ANAKIN: I agree! I think the Republic needs you... I'm glad
you chose to serve. I feel things are going to happen in
our generation that will change the galaxy in profound
ways.

PADMÉ: I think so too.

ANAKIN and PADMÉ walk toward the palace. ARTOO continues to
follow.

INTERIOR: NABOO PALACE, THRONE ROOM - AFTERNOON

QUEEN JAMILLIA is seated on the throne, flanked by SIO
BIBBLE and a COUPLE OF ADVISORS. FOUR HANDMAIDENS stand
close by, and GUARDS are at the doors.

QUEEN JAMILLIA: We've been worried about you. (takes her
hand) I'm so glad you're safe, Padmé.

PADMÉ: Thank you, Your Highness. I only wish I could have
served you better by staying on Coruscant for the vote.

SIO BIBBLE: Given the circumstances, Senator, you know it
was the only decision Her Highness could have made.

QUEEN JAMILLIA: How many systems have joined Count Dooku
and the separatists?

PADMÉ: Thousands. And more are leaving the Republic every
day. If the Senate votes to create an army, I'm sure it's
going to push us into a civil war.

SIO BIBBLE: It's unthinkable! There hasn't been a full
scale war since the formation of the Republic!

QUEEN JAMILLIA: Do you see any way, through negotiations,
to bring the separatists back into the Republic?

PADMÉ: Not if they feel threatened. The separatists don't
have an army, but if they are provoked, they will move to
defend themselves. I'm sure of that. And with no time or
money to build an army, my guess is they will turn to the
Commerce Guilds or the Trade Federation for help.

QUEEN JAMILLIA: The armies of commerce! Why has nothing
been done in the Senate to restrain them?

PADMÉ: I'm afraid that, despite the Chancellor's best
efforts, there are still many bureaucrats, judges, and even
Senators on the payrolls of the Guilds.

SIO BIBBLE: It's outrageous that, after all of those
hearings, and four trials in the Supreme Court, Nute Gunray
is still the Viceroy of the Trade Federation. I fear the
Senate is powerless to resolve this crisis. Do those money
mongers control everything?

QUEEN JAMILLIA: Remember, Counselor, the courts were able
to reduce the Federation's armies. That's a move in the
right direction.

PADMÉ: There are rumors, Your Highness, that the Trade
Federation Army was not reduced as they were ordered.

QUEEN JAMILLIA: We must keep our faith in the Republic. The
day we stop believing democracy can work is the day we lose
it.

PADMÉ: Let's pray that day never comes.

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

SIO BIBBLE signals. All the OTHER ADVISORS and ATTENDANTS
bow and leave the room.

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

PADMÉ: Anakin's not a Jedi yet, Counselor. He's still a
Padawan learner. I was thinking...

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

PADMÉ: Excuse me! I was thinking I would stay in the Lake
Country. There are some places up there that are very
isolated.

ANAKIN: Excuse me?! I am in charge of security here,
M'Lady.

SIO BIBBLE and QUEEN JAMILLIA exchange a look. Something is
going on here.

PADMÉ: Annie, my life is at risk, and this is my home. I
know it very well... that is why we're here. I think it
would be wise for you to take advantage of my knowledge in
this instance.

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

QUEEN JAMILLIA: Perfect. It's settled then.

ANAKIN glares at PADMÉ. Then QUEEN JAMILLIA gets up, and
they all start to leave.

QUEEN JAMILLIA: Padmé, I had an audience with your father
yesterday. I told him what was happening. He hopes you will
visit your mother before you leave... your family's very
worried about you.

PADMÉ: Thank you, your Highness.

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

EXTERIOR: THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON

PEOPLE are passing through the little street, OLD MEN are
sunning themselves, WOMEN are gossiping, KIDS are playing.
ANAKIN, PADMÉ and ARTOO turn onto a side street. ANAKIN is
back in his Jedi robes. PADMÉ wear a beautiful simple
dress. She stops, beaming.

PADMÉ: There's my house!

PADMÉ starts forward; ANAKIN hangs back.

PADMÉ: What? Don't say you're shy!

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

Suddenly, there are shouts from two little girls, RYOO (age
6) and POOJA (age 4). They come running toward PADMÉ.

PADMÉ: Ryoo!! Pooja!!

PADMÉ scoops up RYOO and POOJA and hugs them.

PADMÉ: Go wake up Artoo.

RYOO & POOJA: Artoo!!!

As they see the droid, they hug him. ARTOO WHISTLES and
BEEPS. PADMÉ laughs. ANAKIN and PADMÉ go on toward the
house. The GIRLS stay and play with ARTOO.

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

SOLA, PADMÉ'S beautiful older sister, comes in from the
kitchen carrying a big bowl of food.

SOLA: (over her shoulder) They're eating over at Jev
Narran's later, Mom. They just had a snack. They'll be
fine.

SOLA puts the bowl down on the table, where ANAKIN, PADMÉ
and RUWEE NABERRIE (Padme's father) are coming into the
room.

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

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

SOLA: Hello, Anakin.

ANAKIN: Hello.

SOLA sits, as JOBAL NABERRIE (Padme's mother) comes in with
a heaped bowl of steaming food.

PADMÉ: ...and this is my mother.

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

ANAKIN: A little.

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

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

EVERYONE sits and starts passing food.

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

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

RUWEE: Dear...

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

SOLA: Well, this is exciting! Do you know, Anakin, you're
the first boyfriend my sister's ever brought home?

PADMÉ: (rolls her eyes) Sola!! He isn't my boyfriend! He's
a Jedi assigned by the Senate to protect me.

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

PADMÉ: It's not, Mom, I promise. (glances at Jobal) Anyway,
Anakin's a friend. I've known him for years. Remember that
little boy who was with the Jedi during the blockade
crisis?

They nod.

PADMÉ: He grew up.

JOBAL: Honey, when are you going to settle down? Haven't
you had enough of that life? I certainly have!

PADMÉ: Mom, I'm not in any danger.

RUWEE: (to Anakin) Is she?

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

PADMÉ: (quickly) But not much.

EXTERIOR: PADMÉ'S PARENTS' GARDEN - AFTERNOON

ANAKIN and RUWEE are walking.

RUWEE: Sometimes I wish I'd traveled more... but I must
say, I'm happy here.

ANAKIN: Padmé tells me you teach at the university?

RUWEE: (nodding) Yes, and before that, I was a builder. I
also worked for the refugee relief movement when I was very
young.

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

PADMÉ, SOLA and JOBAL are clearing the table.

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

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

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

PADMÉ: Sola - stop it!

SOLA: It's obvious he has feelings for you. Are you saying,
little baby sister, that you haven't noticed?

PADMÉ: I'm not your baby sister, Sola. Anakin and I are
friends... our relationship is strictly professional. (to
Jobal) Mom, would you tell her to stop it?

SOLA: (laughing) Well, maybe you haven't noticed the way he
looks at you. I think you're afraid to.

PADMÉ: Cut it out.

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

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

JOBAL: You've done your service, Padmé. It's time you had a
life of your own. You're missing so much!

EXTERIOR: PADMÉ'S PARENTS' GARDEN - AFTERNOON

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

RUWEE: Now tell me, son. How serious is this thing? How
much danger is my daughter really in?

ANAKIN: There have been two attempts on her life. Chances
are there'll be more. My Master is tracking down the
assassins. I'm sure he'll find out who they are. This
situation, won't last long.

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

ANAKIN: I don't either.

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

PADMÉ throws some things into a bag.

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

ANAKIN: I just want to get there before dark.

PADMÉ goes on packing. ANAKIN looks around the room.

ANAKIN: You still live at home.

PADMÉ: I move around so much, I've never had a place of my
own. Official residences have no warmth. I feel good here.
I feel at home.

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

ANAKIN picks up a framed hologram.

ANAKIN: Is this you?

The hologram shows PADMÉ at age seven or eight surrounded
by forty or fifty little green creatures. She is holding
one in her arms. They are all smiling hugely.

PADMÉ: That was when I went with the relief group to
Shadda-Bi-Boran. Their sun was imploding, and the planet
was dying. I was helping to relocate the children. See that
little one I'm holding? His name was N'a-kee-tula, which
means sweetheart. He was so full of life. All those kids
were. They were never able to adapt... to live off their
native planet.

ANAKIN picks up another hologram. It shows PADMÉ at age ten
or eleven. She is wearing official robes and standing
between two robed legislators. Her expression is severe.

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

PADMÉ pulls a face. ANAKIN grins. She continues packing.
ANAKIN sets the two holograms down side by side - the
beaming little girl, and the stern, unsmiling adolescent.

EXTERIOR: SPACE

The view is just like the star map hologram, plus, the
storm-shrouded planet of Kamino is exactly where it ought
to be. Obi-Wan's Starship disengages from the hyperspace
transport ring and flies OVER CAMERA and heads down toward
the planet.

OBI-WAN: There it is, Arfour, right where it should be. Our
missing planet, Kamino. Those files were altered.

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM)
- DAY

Heavy rains and hard-driving winds lash the platform as
Obi-Wan's Starship approaches. The huge, ultra-modern city
of Tipoca rests on great stilts that keep it above the
pounding and ever-present waves that cover the surface of
this watery world.

The Starfighter lands. OBI-WAN gets out and makes his way
through the howling wind toward a tower on the far side of
the platform. A door slides open. A shaft of brilliant
light pierces the swirling rain. OBI-WAN passes through it
and goes inside.

INTERIOR: TIPOCA CITY, CORRIDOR ENTRANCE - DAY

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

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

OBI-WAN wipes the rain from his face and blinks in surprise
at a tall, pasty-white alien named TAUN WE. He has large,
almond shaped eyes.

TAUN WE: The Prime Minister expects you.

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

TAUN WE: Of course! He is anxious to meet you. After all
these years, we were beginning to think you weren't coming.
Now please, this way!

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

INTERIOR: TIPOCA CITY, PRIME MINISTER OFFICE - DAY

The door slides open. OBI-WAN and TAUN WE enter and cross
to where LAMA SU rises, smiling, from his chair, which,
like all the furniture on Kamino, seems made out of pure
light.

TAUN WE: May I present Lama Su, Prime Minister of Kamino...
and this is Master Jedi...

OBI-WAN: Obi-Wan Kenobi.

LAMA SU indicates a chair. OBI-WAN remains standing. TAUN
WE hovers. The room is bathed in brilliant white light. The
whole place is ultra high-tech.

LAMA SU: I trust you are going to enjoy your stay. We are
most happy you have arrived at the best part of the season.

OBI-WAN: You make me feel most welcome.

LAMA SU: Please... (gestures to chair) And now to business.
You will be delighted to hear we are on schedule. Two
hundred thousand units are ready, with another million well
on the way.

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

LAMA SU: Please tell your Master Sifo-Dyas that we have
every confidence his order will be met on time and in full.
He is well, I hope.

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

LAMA SU: Jedi Master Sifo-Dyas. He's still a leading member
of the Jedi Council, is he not?

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

LAMA SU: Oh, I'm so sorry to hear that. But I'm sure he
would have been proud of the army we've built for him.

OBI-WAN: The army?

LAMA SU: Yes, a clone army. And, I must say, one of the
finest we've ever created.

OBI-WAN: Tell me, Prime Minister, when my Master first
contacted you about the army, did he say who it was for?

LAMA SU: Of course he did. This army is for the Republic.
But you must be anxious to inspect the units for yourself.

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

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

EXTERIOR: NABOO LAKE RETREAT, WATER SPEEDER, LANDING
PLATFORM - LATE AFTERNOON

A water speeder driven by PADDY ACCU, the retreat
caretaker, docks at the island landing platform. ANAKIN and
PADMÉ disembark the water speeder at the base of a lodge
rising on the beautiful island in the middle of the lake.

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

ANAKIN and PADMÉ walk up the stairs from where the water
speeder is parked onto a terrace overlooking a lovely
garden. Behind them, PADDY ACCU follows.

ANAKIN and PADMÉ stop at the balustrade. PADMÉ looks out
across the garden to the shimmering lake and the mountains
rising beyond. ANAKIN looks at her.

PADMÉ: When I was in Level Three, we used to come here for
school retreat. See that island? We used to swim there
every day. I love the water.

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

PADMÉ becomes aware that ANAKIN is looking at her.

PADMÉ: ...We used to lie on the sand and let the sun dry
us... and try to guess the names of the birds singing.

ANAKIN: I don't like sand. It's coarse and rough and
irritating, and it gets everywhere. Not like here. Here
everything's soft... and smooth...

He touches her arm. PADMÉ has become receptive to the way
he looks at her but is nervous.

PADMÉ: There was a very old man who lived on the island. He
used to make glass out of sand - and vases and necklaces
out of the glass. They were magical.

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

PADMÉ: You could look into the glass and see the water. The
way it ripples and moves. It looked so real... but it
wasn't.

ANAKIN: Sometimes, when you believe something to be real,
it becomes real.

They look into each other's eyes.

PADMÉ: I used to think if you looked too deeply into glass,
you would lose yourself.

ANAKIN: I think it's true...

ANAKIN kisses PADMÉ. She doesn't resist. She comes to her
senses and pulls away.

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

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

He looks at her.

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

OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Below
is a huge parade ground. The rain and wind are brutal.
THOUSANDS OF CLONE TROOPERS, faces covered by helmets, are
marching and drilling in formations of several hundred.

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

OBI-WAN nods slowly.

INTERIOR: TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY

The tour continues through a classroom filled with
IDENTICAL YOUNG BOY CLONES.

LAMA SU: We take great pride in our combat education and
training programs. This group was created about five years
ago.

OBI-WAN: You mentioned growth acceleration...

LAMA SU: Oh yes, it's essential. Otherwise, a mature clone
would take a lifetime to grow. Now, we can do it in half
the time. Those items you saw on the parade ground were
started ten years ago, when Sifo-Dyas first placed the
order, and they're already mature.

INTERIOR: TIPOCA CITY, CLONE CENTER, COMMISSARY - DAY

LAMA SU conducts OBI-WAN through a large eating area. TAUN
WE follows as they walk by HUNDREDS OF CLONES who look
exactly alike, all about twenty years old, dressed in
black. They are seated at tables, eating.

LAMA SU: You'll find they are totally obedient, taking any
order without question. We modified their genetic structure
to make them less independent than the original host.

OBI-WAN: Who was the original host?

LAMA SU: A bounty hunter called Jango Fett. We felt a Jedi
would be the perfect choice, but Sifo-Dyas hand-picked
Jango Fett himself.

OBI-WAN: Where is this bounty hunter now?

LAMA SU: Oh, we keep him here.

INTERIOR: TIPOCA CITY, CLONE CENTER, BARRACKS - DAY

The tour continues through a long corridor filled with
narrow, transparent tubes into which CLONES are climbing.
Once in the tube, the CLONE goes to sleep.

LAMA SU: Apart from his pay, which is considerable, Fett
demanded only one thing - an unaltered clone for himself.
Curious, isn't it?

OBI-WAN: Unaltered?

LAMA SU: Pure genetic replication. No tampering with the
structure to make it more docile... and no growth
acceleration.

OBI-WAN: I would very much like to meet this Jango Fett.

TAUN WE: I would be most happy to arrange it, for you.

TAUN WE bows, and leaves.

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTERNOON

PADMÉ and ANAKIN are in the middle of an idyllic hilly
meadow, its lush grasses sprinkled with flowers. At a
distance, a herd of SHAAKS graze contentedly.

Beyond is the shimmering expanse of the lake. Several other
lakes stretch to the horizon. The warm air is full of
little floating puffballs. They sit on the grass, in a
playful, coy mood, talking. PADMÉ is picking flowers.

PADMÉ: I don't know...

ANAKIN: Sure you do... you just don't want to tell me.

PADMÉ: Are you going to use one of your Jedi mind tricks on
me?

ANAKIN: They only work on the weak-minded. You are anything
but weak-minded.

PADMÉ: All right... I was twelve. His name was Palo. We
were both in the Legislative Youth Program. He was a few
years older then I... very cute... dark curly hair...
dreamy eyes.

ANAKIN: All right, I get the picture... whatever happened
to him?

PADMÉ: I went into public service. He went on to become an
artist.

ANAKIN: Maybe he was the smart one.

PADMÉ: You really don't like politicians, do you?

ANAKIN: I like two or three, but I'm not really sure about
one of them. (smiling) I don't think the system works.

PADMÉ: How would you have it work?

ANAKIN: We need a system where the politicians sit down and
discuss the problem, agree what's in the best interests of
all the people, and then do it.

PADMÉ: That is exactly what we do. The trouble is that
people don't always agree. In fact, they hardly ever do.

ANAKIN: Then they should be made to.

PADMÉ: By whom? Who's going to make them?

ANAKIN: I don't know. Someone.

PADMÉ: You?

ANAKIN: Of course not me.

PADMÉ: But someone.

ANAKIN: Someone wise.

PADMÉ: That sounds an awful lot like a dictatorship to me.

A mischievous little grin creeps across his face.

ANAKIN: Well, if it works...

PADMÉ stares at ANAKIN. He looks back at her, straight
faced, but can't hold back a smile.

PADMÉ: You're making fun of me!

ANAKIN: (sarcastic) Oh no, I'd be much too frightened to
tease a Senator.

PADMÉ: You're so bad!

PADMÉ picks up a piece of fruit and throws it at him. He
catches it. PADMÉ throws two more pieces of fruit, and
ANAKIN catches them.

ANAKIN: You're always so serious.

PADMÉ: I'm so serious?!

ANAKIN then starts to juggle the fruit. PADMÉ laughs and
throws more fruit at him. He manages to juggle them too
until there are too many, and he loses control and ducks,
letting food fall on his head. They both laugh.

ANAKIN stands in front of a SHAAK, yelling at it and waving
his arms. PADMÉ starts laughing as ANAKIN runs in circles,
chased by the SHAAK.

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTEROON

The SHAAK crosses in front of PADMÉ, with ANAKIN riding it,
facing the SHAAK'S tail. ANAKIN attempts to stand on the
galloping SHAAK'S back, but the SHAAK bucks, and ANAKIN
loses his balance and falls off. PADMÉ laughs even harder.
ANAKIN lies still. Concerned, PADMÉ jumps up and runs to
where ANAKIN is face down in the grass.

PADMÉ: Annie, Annie! Are you all right?

She turns him over. He is pulling a stupid face at her and
laughing. She yelps in mock fury and takes a swing at him.
He catches her arm. She struggles. They roll over in the
grass, embracing, and looking into each other's eyes.
Suddenly, they become aware of the contact between them.
They let go of each other quickly and sit up, looking away.

ANAKIN stands up and holds out his hand to her. She takes
it. He pulls her up. And now they are easy together, not
self-conscious any more. PADMÉ scrambles up onto the SHAAK
behind ANAKIN. She puts her arms around his waist and leans
against his back. ANAKIN digs his heels in. The SHAAK
starts forward, and they ride away.

EXTERIOR: TIPOCA CITY (RAINSTORM) - DAY

Rain lashes the city. Below, mighty waves pound the stilts,
breaking almost to the height of the platforms. A large
AVIAN carrying a RAIN-SOAKED RIDER flies above the water
toward a floating city.

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

TAUN WE and OBI-WAN stand in front of the door of Jango
Fett's apartment. TAUN WE waves his hand, and a muted bell
RINGS.

As they wait, OBI-WAN notes the door lock entry mechanism.
Then the door opens, and a ten-year-old boy, BOBA FETT,
looks at them. He is identical to the boys in the
classroom.

TAUN WE: Boba, is your father here?

There is a brief pause.

BOBA FETT: Yep.

TAUN WE: May we see him?

BOBA FETT: Sure.

Another brief pause, then BOBA FETT steps aside, and TAUN
WE and OBI-WAN go through.

INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY

OBI-WAN, TAUN WE, and BOBA FETT enter the apartment. OBI
WAN looks around the room.

BOBA FETT: Dad! Taun We's here!

JANGO FETT comes in from the bedroom. He wears a jumpsuit.
He is unshaven and mean looking, his face pitted with scars
of old wounds. There are a couple of weird tattoos on his
muscular forearms. He eyes OBI-WAN with suspicion.

TAUN WE: Jango, welcome back. Was your trip productive?

JANGO FETT: Fairly.

OBI-WAN and JANGO FETT size each other up. BOBA FETT
studies both of them.

TAUN WE: This is Jedi Master, Obi-Wan Kenobi. He's come to
check on our progress.

JANGO FETT: That right?

JANGO FETT'S eyes fix OBI-WAN coldly.

OBI-WAN: Your clones are very impressive. You must be very
proud.

JANGO FETT: I'm just a simple man, trying to make my way in
the universe, Master Jedi.

OBI-WAN: Aren't we all?

OBI-WAN eyes the half-open bedroom door, through which a
couple of pieces of body armor can be seen on the floor.
JANGO FETT registers OBI-WAN'S look. He moves in front of
him, blocking the view.

OBI-WAN: Ever make your way as far into the interior as
Coruscant?

JANGO FETT: Once or twice.

OBI-WAN: Recently?

JANGO FETT: (eyes Obi-Wan carefully) Possibly...

OBI-WAN: Then you must know Master Sifo-Dyas?

JANGO FETT: (in Huttese) Boba, close the door.

BOBA FETT moves to close the bedroom door. JANGO FETT
smiles thinly at OBI-WAN.

JANGO FETT: Master who?

OBI-WAN: Sifo-Dyas. Is he not the Jedi who hired you for
this job?

JANGO FETT: Never heard of him.

OBI-WAN: Really.

JANGO FETT: I was recruited by a man called Darth Tyranus
on one of the moons of Bogden.

OBI-WAN: No? I thought...

TAUN WE: Sifo-Dyas told us to expect him. And he showed up
just when your Jedi Master said he would. We have kept the
Jedi's involvement a secret until your arrival, just as
your Master requested.

OBI-WAN: Curious...

JANGO FETT: Do you like your army?

OBI-WAN: I look forward to seeing them in action.

JANGO FETT: (grinning) They'll do their job well, I'll
guarantee that.

OBI-WAN: Thanks for your time, Jango.

JANGO FETT: Always a pleasure to meet a Jedi.

OBI-WAN and TAUN WE go out. The door slides closed. JANGO
FETT turns to his son. He is deep in thought.

BOBA FETT: What is it, Dad?

JANGO FETT: Pack your things. We're leaving.

EXTERIOR: NABOO LAKE RETREAT, LOUNGE - LATE AFTERNOON

The setting sun touches the mountain peaks. The lake glows
in the rose-tinted light. Floating lamps gleam softly like
jewels at the lodge.

INTERIOR: NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON

NANDI places dessert in front of PADMÉ. TECKLA does the
same for ANAKIN. The dessert is some kind of fruit.

ANAKIN: And when I got to them, we went into... aggressive
negotiations. (to Teckla) Thank you.

PADMÉ: "Aggressive negotiations," what's that?

ANAKIN: Uh, well, negotiations with a lightsaber.

PADMÉ: (laughing) Oh.

PADMÉ picks up her fork and goes to spear a piece, but it
moves! She frowns and tries again - the fruit moves. She
looks up at ANAKIN. His eyes are on his plate.

PADMÉ: You did that?

ANAKIN looks up - wide-eyed innocence.

ANAKIN: What?

PADMÉ scowls at him. PADMÉ jabs at the fruit - ANAKIN
subtly moves his hand and it lifts up from the plate and
hovers in front of her.

PADMÉ: That! Now stop it!

PADMÉ laughs. ANAKIN laughs. She reaches out for the fruit
- it loops.

PADMÉ: Anakin!!

ANAKIN moves his fingers. The fruit flies into his hand.

ANAKIN: If Master Obi-Wan caught me doing this, he'd be
very grumpy.

ANAKIN is pleased. He cuts the fruit into several pieces
and sends one back to PADMÉ. She bites it out of the air
and laughs.

INTERIOR: NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE -
TWILIGHT

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

PADMÉ: Anakin, no.

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

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

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

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

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

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

ANAKIN: Then you do feel something!

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

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

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

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

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

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

Silence for a moment.

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

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

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

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

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

TAUN WE: Thank you.

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM)
- LATE DAY

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

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

OBI-WAN: Arfour.

EXTERIOR: TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER
(RAINSTORM) - LATE DAY

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

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

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

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

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

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

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

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

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

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

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

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

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

The hologram of OBI-WAN fades.

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

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

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

INTERIOR: NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT

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

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

EXTERIOR: NABOO LAKE RETREAT, LODGE, BALCONY OVERLOOKING
GARDENS - MORNING

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

ANAKIN: (eyes closed) Don't go.

PAMDÉ: I don't want to disturb you.

ANAKIN: Your presence is soothing.

Brief pause.

PADMÉ: You had a nightmare again last night.

ANAKIN: Jedi don't have nightmares.

PADMÉ: I heard you.

ANAKIN opens his eyes and looks at her.

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

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

ANAKIN: What about Master Obi-wan?

PADMÉ smiles and takes his hand.

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

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

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

INTERIOR: TIPOCA CITY, CORRIDOR OUTSIDE FETT APARTMENT -
DAY

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

INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY

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

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

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM)
- DAY

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

BOBA FETT: Dad!! Look!

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

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

JANGO FETT: Boba, get on board.

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

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

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

IN THE COCKPIT, BOBA FETT watches as:

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

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

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

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

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

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

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

EXTERIOR: SPACE

The Naboo Starship heads toward the desert planet of
Tatooine.

EXTERIOR: TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY

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

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

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

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

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

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

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

WATTO turns to the chattering PIT DROIDS.

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

The PIT DROIDS snap into their storage position.

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

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

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

WATTO drops the screwdriver and curses loudly in Huttese

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

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

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

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

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

ANAKIN: My mother...

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

ANAKIN: Sold her...

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

ANAKIN: Do you know where they are?

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

ANAKIN: I'd like to know.

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

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

ANAKIN and WATTO go into the shop.

EXTERIOR: SPACE, GEONOSIS

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

INTERIOR: COCKPIT, FETT SHIP, SPACE, GEONOSIS
JANGO FETT grins at BOBA FETT.

JANGO FETT: Nearly there, son.

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

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

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

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

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

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

JANGO FETT pilots his ship through the asteroids.

BOBA FETT: He's gone.

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

BOBA sees OBI-WAN on the screen.

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

JANGO FETT: Hang on!

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

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

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

BOBA FETT: Dad! Watch out!

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

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

BOBA FETT: There he is!

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

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

BOBA FETT: Watch out!

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

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

JANGO FETT fires lasers at the Jedi Starfighter.

EXTERIOR: SPACE, GEONOSIS

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

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

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

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

BOBA FETT: You got him!

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

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

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

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

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

BOBA FETT: Got him! Yeahhhhh!

JANGO FETT: We won't see him again.

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

EXTERIOR: SPACE, GEONOSIS RINGS

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

INTERIOR: COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS
OBI-WAN'S ship is sitting on an asteroid.

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

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

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

EXTERIOR: GEONOSIS, LANDING AREA - NIGHT

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

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

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

EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY

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

PADMÉ: Stay with the ship, Artoo.

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

EXTERIOR: TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE
DAY

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

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

ANAKIN: Threepio?

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

PADMÉ: Hello, Threepio.

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

ANAKIN: I've come to see my mother.

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

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD - LATE DAY

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

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

OWEN LARS and BERU WHITESUN come out into the courtyard.

ANAKIN: I'm Anakin Skywalker.

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

BERU: Hello.

PADMÉ: I'm Padmé.

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

ANAKIN: Is my mother here?

CLIEGG: No, she's not.

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

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

INTERIOR: TATOOINE, HOMESTEAD, KITCHEN - LATE DAY

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

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

INTERIOR: TATOOINE, HOMESTEAD, DINING AREA - LATE DAY

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

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

CLIEGG grimaces, easing his throbbing leg.

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

Silence. Then ANAKIN stands up.

OWEN: Where are you going?

ANAKIN: To find my mother.

PADMÉ: No, Annie!

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

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

OWEN: Take my speeder bike.

ANAKIN: I know she's alive.

ANAKIN turns abruptly.

EXTERIOR: TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY

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

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

PADMÉ: Anakin...

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

ANAKIN: I won't be long.

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

EXTERIOR: TATOOINE, LANDSCAPE - SUNSET

THREE DIFFERENT SHOTS. ANAKIN rides through three exotic
landscapes.

EXTERIOR: TATOOINE, DESERT, JAWA CAMP - TWILIGHT

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

EXTERIOR: TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT

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

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

EXTERIOR: TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT

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

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) -
NIGHT

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

INTERIOR: TATOOINE, HOMESTEAD - GARAGE (FULL MOON) - NIGHT

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

C-3PO: Hello, Miss Padmé.

PADMÉ: Hello, Threepio.

C-3PO: You can't sleep?

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

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

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

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

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

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

EXTERIOR: GEONOSIS, ROCK FACE TRAIL - NIGHT

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

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

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

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

EXTERIOR: GEONOSIS, ROCK FACE TRAIL - NIGHT

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

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

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

EXTERIOR: GEONOSIS, TOWER ENTRANCE - DAWN

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

INTERIOR: GEONOSIS, CORRIDORS - MORNING

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

INTERIOR: GEONOSIS, CENTRAL SQUARE - MORNING

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

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

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

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

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

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

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

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

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

INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY

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

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

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

In addition to the original group, there are also THREE
OPPOSITION SENATORS: PO NUDO, TESSEK and TOONBUCK TOORA,
and a COMMERCE GUILD DIGNITARY; SHU MAI and a MEMBER of the
INTERGALACTIC BANK CLAN, SAN HILL.

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

PASSEL ARGENTE, the Corporate Alliance Representative.

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

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

SHU MAI, the Commerce Guild Representative.

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

There are chuckles around the table. COUNT DOOKU smiles.

COUNT DOOKU: That is all we ask.

SAN HILL, the banker.

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

WAT TAMBOR, the Techno Union representative.

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

INTERIOR: GEONOSIS, STAIRS - DAY

OBI-WAN pulls back from the archway.

EXTERIOR: TATOOINE, CLIFF (FULL MOON) - NIGHT

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

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON -
NIGHT

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

INTERIOR: TUSKEN RAIDER HUT - NIGHT

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

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

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

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

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

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

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

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

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

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

SHMI: I love...

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

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN

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

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

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

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

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

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

MACE WINDU: What is it?

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

EXTERIOR: GEONOSIS, LANDING AREA - DAY

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

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

ARFOUR beeps a reply.

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

OBI-WAN jumps into the cockpit.

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

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

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

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

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

INTERIOR: COCKPIT, NABOO STARFIGHTER - DAY

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

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

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

EXTERIOR: TATOOINE, DESERT, HOMESTEAD, MOISTURE FARM -
MORNING

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

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

INTERIOR: TATOOINE, MOISTURE FARM, KITCHEN - MORNING

PADMÉ prepares some food for ANAKIN. BERU helps her.

BERU: What's it like there?

PADMÉ: I'm sorry?

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

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

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

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

BERU: I think I like it here better.

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

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

They finish preparing the tray.

PADMÉ: (smiles) Thanks, Beru.

She goes out.

INTERIOR: TATOOINE, HOMESTEAD, GARAGE - DAY

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

PADMÉ: I brought you something. Are you hungry?

PADMÉ puts the tray down.

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

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

ANAKIN turns and walks away from the bench.

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

PADMÉ: Anakin...

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

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

PADMÉ: Annie, what's wrong?

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

ANAKIN focuses on her like someone returning from far away.

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

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

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

PADMÉ: To be angry is to be human.

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

PADMÉ: Ssshhh... you're human.

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

PADMÉ: You're like everyone else...

PADMÉ rocks him, and ANAKIN weeps.

EXTERIOR: TATOOINE, HOMESTEAD, GRAVESITE - DAY

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

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

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

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

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

PADMÉ: Artoo, what are you doing here?

ARTOO BEEPS and WHISTLES.

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

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

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

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

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

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

INTERIOR: JEDI COUNCIL ROOM - DAY

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

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

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

ANAKIN and PADMÉ continue to listen.

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

INTERIOR: JEDI COUNCIL ROOM - DAY

The Council members continue to listen to OBI-WAN.

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

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

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

INTERIOR: JEDI COUNCIL ROOM - DAY

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

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

MACE WINDU: I agree.

INTERIOR: COCKPIT, NABOO STARSHIP - SUNSET

ANAKIN and PADMÉ watch a hologram of MACE WINDU.

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

ANAKIN: Understood, Master.

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

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

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

ANAKIN: If he's still alive.

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

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

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

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

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

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

EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET

The Naboo Starship rises from the bluff and zooms away.

EXTERIOR: CORUSCANT, REPUBLIC EXECUTIVE BUILDING - DAY

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

INTERIOR: CORUSCANT, CHANCELLOR'S OFFICE - DAY

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

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

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

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

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

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

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

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

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

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

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

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

MAS AMEDDA: If only Senator Amidala were here.

JAR JAR steps forward from the back of the group.

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

INTERIOR: GEONOSIS, PRISON CELL - DAY

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

OBI-WAN: Traitor!

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

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

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

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

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

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

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

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

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

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

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

OBI-WAN: The truth?

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

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

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

OBI-WAN: I don't believe you.

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

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

COUNT DOOKU turns to leave.

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

EXTERIOR: SPACE

The Naboo Starship heads toward the rings of Geonosis.

EXTERIOR: GEONOSIS - DAY

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

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

ANAKIN: That'll do.

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

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

PADMÉ and ANAKIN prepare to leave the starship.

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

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

ARTOO WHISTLES a plaintive sigh.

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

INTERIOR: GEONOSIS, CORRIDORS - DAY

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

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

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

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

ARTOO beeps a question.

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

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

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

ARTOO makes a rude noise.

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

ARTOO bleeps at THREEPIO.

INTERIOR: GEONOSIS, CORRIDORS - DAY

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

ANAKIN: Wait.

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

ANAKIN: Padmé!

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

INTERIOR: GEONOSIS, DROID FACTORY - DAY

THREEPIO and ARTOO stop at the small walkway.

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

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

C-3PO: Help!

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

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

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

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

C-3PO: I'm so confused.

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

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

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

JANGO FETT: Don't move, Jedi!

INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY

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

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

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

COUNT DOOKU smiles.

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

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

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

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

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

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

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

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

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

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

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

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

JANGO FETT: Take them away.

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER, UPPER CORRIDOR -
EVENING

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

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

MAS AMEDDA: Order! Order!!

Finally, the uproar dies.

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

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

JAR JAR: Senators, dellow felagates...

Laughter. Jeers. JAR JAR blushes.

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

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

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER - EVENING

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

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

Uproar. JAR JAR looks a little sheepish.

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

PALPATINE rises.

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

INTERIOR: GEONOSIS, HIGH AUDIENCE CHAMBER - DAY

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

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

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

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

POGGLE laughs. COUNT DOOKU simply smiles.

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

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

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

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

INTERIOR: GEONOSIS, TUNNEL TO EXECUTION ARENA - DAY

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

The DRIVER gets up onto his seat.

ANAKIN: Don't be afraid.

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

ANAKIN: What are you talking about?

PADMÉ: I love you.

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

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

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

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

INTERIOR: GEONOSIS, EXECUTION ARENA - DAY

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

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

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

OBI-WAN: Good job!

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

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

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

POGGLE: Let the executions begin!

The crowd goes wild.

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

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

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

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

ANAKIN: What about Padmé?

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

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

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

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

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

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

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

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

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

In the archducal box, NUTE GUNRAY fumes.

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

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

ANAKIN: You okay?

PADMÉ: (nods, gasping) Sure!

ANAKIN: Jump!!!

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

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

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

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

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

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

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

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

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

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

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

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

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

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

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

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

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

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

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

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

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

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

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

ANAKIN: You call this diplomacy?

PADMÉ: No, I call it aggressive negotiations.

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

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

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

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

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

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

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

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

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

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

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

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

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

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

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

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

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

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

PADMÉ: Look!

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

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

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

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

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

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

EXTERIOR: GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY

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

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

INTERIOR: GEONOSIS, COMMAND CENTER - DAY

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

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

NUTE GUNRAY: The Jedi have amassed a huge army.

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

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

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

INTERIOR: GUNSHIP NUMBER TWO - DAY

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

OBI-WAN: Hold on!

INTERIOR: GEONOSIS, COMMAND CENTER - DAY

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

NUTE GUNRAY: This is not going well at all.

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

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

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

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

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

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

INTERIOR: GUNSHIP NUMBER ONE - DAY

MACE WINDU stares at the incredible sight.

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

CLONE CAPTAIN: Yes, sir.

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

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

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

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

EXTERIOR: BATTLEFIELD, GEONOSIS LANDSCAPE - DAY

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

INTERIOR: GUNSHIP NUMBER TWO - DAY

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

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

Gunship #1 flies low toward TECHNO UNION starships.

ANAKIN: Aim right above the fuel cells.

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

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

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

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

INTERIOR: GUNSHIP NUMBER ONE - DAY

The Gunship lands at the Command Center. YODA disembarks.

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

YODA: Very good. Very good.

INTERIOR: GUNSHIP NUMBER TWO - DAY

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

INTERIOR: COMMAND CENTER - DAY

YODA: Concentrate all your fire on the nearest starship.

CLONE COMMANDER: Yes, sir.

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

INTERIOR: GUNSHIP NUMBER TWO - DAY

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

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

OBI-WAN: Look over there...

ANAKIN: It's Dooku! Shoot him down!

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

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

ANAKIN: Follow him!

PADMÉ: We're going to need some help.

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

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

ANAKIN: Padmé!!!

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

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

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

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

ANAKIN: (to pilot) Lower the ship!

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

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

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

ANAKIN: I can't leave her.

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

ANAKIN: (resigned) She would do her duty.

EXTERIOR: COMMAND CENTER - DAY

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

YODA: Hmmmm...

CLONE COMMANDER: The droid army is in full retreat.

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

EXTERIOR: GEONOSIS, DUNES - DAY

On the ground, a CLONE TROOPER approaches PADMÉ.

CLONE TROOPER: Are you all right?

PADMÉ: I think so.

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

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

INTERIOR: GUNSHIP NUMBER TWO - DAY

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

INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY

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

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

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

ANAKIN: No, I'm taking him now!

OBI-WAN: Anakin, no!

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

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

OBI-WAN: I don't think so.

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

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

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

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

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

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

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

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

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

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

ANAKIN: I'm a slow learner.

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

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

ANAKIN: Don't bet on it!

OBI-WAN: Anakin!

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

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

COUNT DOOKU: Master Yoda.

YODA: Count Dooku.

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

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

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

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

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

YODA: Much to learn you still have.

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

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

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

YODA: Fought well you have, my old Padawan.

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

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

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

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

EXTERIOR: GEONOSIS, SPACE

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

INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY

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

EXTERIOR: CORUSCANT, OLD TOWN - DAWN

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

INTERIOR: CORUSCANT, SECRET LANDING PLATFORM - DAWN

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

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

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

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

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

EXTERIOR: CORUSCANT, JEDI TEMPLE - SUNSET

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

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - SUNSET

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

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

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

YODA: I agree.

MACE WINDU: Where is your apprentice?

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

YODA: Victory? Victory, you say?

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

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

EXTERIOR: CORUSCANT, MILITARY STAGING AREA, BALCONY -
SUNSET

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

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

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

The Great Clone War has begun...

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

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

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

DISOLVE TO:

EXTERIOR: GALAXY - SPACE

END CREDITS OVER STARS

THE END

Directed by
GEORGE LUCAS

Screenplay by
GEORGE LUCAS and JONATHAN HALES

Story by
GEORGE LUCAS

Produced by
RICK McCALLUM

Executive Producer GEORGE LUCAS

Director of Photography
DAVID TATTERSALL, B.S.C.

Production Designer
GAVIN BOCQUET

Editor and Sound Designer
BEN BURTT

Costume Designer
TRISHA BIGGAR

Casting by
ROBIN GURLAND

Music by
JOHN WILLIAMS

Starring
EWAN McGREGOR
NATALIE PORTMAN
HAYDEN CHRISTENSEN
and FRANK OZ as Yoda

Co-Starring
IAN McDIARMID
PERNILLA AUGUST
AHMED BEST
OLIVER FORD DAVIES
TEMUERA MORRISON
ANTHONY DANIELS
SILAS CARSON
KENNY BAKER
with SAMUEL L. JACKSON as Mace Windu
and CHRISTOPHER LEE as Count Dooku

Visual Effects Supervisors
JOHN KNOLL
PABLO HELMAN, BEN SNOW
DENNIS MUREN A.S.C.

Animation Director
ROB COLEMAN

Concept Design Supervisors
DOUG CHIANG
ERIK TIEMENS, RYAN CHURCH

Production Supervisor
STEPHEN JONES

First Assistant Director
JAMES McTEIGUE

Second Assistant Director
CLAIRE RICHARDSON

Second Second Assistant Director
PAUL SULLIVAN

High Definition Supervisor
FRED MEYERS

CAST

Obi-Wan Kenobi.........................................EWAN McGREGOR
Padmé................................................NATALIE PORTMAN
Anakin Skywalker..................................HAYDEN CHRISTENSEN
Count Dooku..........................................CHRISTOPHER LEE
Mace Windu.........................................SAMUEL L. JACKSON
Yoda........................................................FRANK OZ
Supreme Chancellor Palpatine...........................IAN McDIARMID
Shmi Skywalker.......................................PERNILLA AUGUST
Jango Fett..........................................TEMUERA MORRISON
Senator Bail Organa......................................JIMMY SMITS
Cliegg Lars............................................JACK THOMPSON
Zam Wesell...........................................LEEANNA WALSMAN
Jar Jar Binks.............................................AHMED BEST
Dormé.....................................................ROSE BYRNE
Sio Bibble........................................OLIVER FORD DAVIES
Dexter Jettster..........................................RONALD FALK
Captain Typho...........................................JAY LAGA'AIA
Watto.................................................ANDREW SECOMBE
C-3PO................................................ANTHONY DANIELS
Ki-Adi-Mundi & Nute Gunray..............................SILAS CARSON
Queen Jamillia........................................AYESHA DHARKER
Boba Fett...............................................DANIEL LOGAN
Owen Lars..............................................JOEL EDGERTON
Beru.............................................BONNIE MAREE PIESSE
Voice of Lama Su......................................ANTHONY PHELAN
Voice of Taun We...........................................RENA OWEN
Madame Jocasta Nu....................................ALETHEA McGRATH
Hermione Bagwa..........................................SUSIE PORTER
Elan Sleazebaggano........................................MATT DORAN
Lott Dod.................................................ALAN RUSCOE
Plo Koon..................................................MATT SLOAN
Cordé................................................VERONICA SEGURA
Mas Amedda..............................................DAVID BOWERS
Naboo Lieutenant.................................STEVE JOHN SHEPHERD
Clone Trooper...................................BODIE 'TIHOI' TAYLOR
Senator Orn Free Taa......................................MATT ROWAN
Senator Ask Aak.........................................STEVEN BOYLE
Kit Fisto...........................................ZACHARIAH JENSEN
J.K.Burtola...............................................ALEX KNOLL
Mari Amithest.......................................PHOEBE YIAMKIATI
R2-D2....................................................KENNY BAKER
Oppo Rancisis...........................................JEROME BLAKE
Eeth Koth..............................................HASSANI SHAPI
Adi Gallia.......................................................GIN
Saesee Tiin.............................................KHAN BONFILS
Even Piell.........................................MICHAELA COTTRELL
Depa Billaba.....................................DIPIKA O'NEILL JOTI


Supervising Art Director
PETER RUSSELL

Art Directors
JONATHAN LEE, IAN GRACIE
PHIL HARVEY, MICHELLE McGAHEY, FRED HOLE

Assistant Art Directors
JACINTA LEONG
CLIVE MEMMOTT

Art Department Coordinator
COLETTE BIRRELL

Draftspeople
ANDREW POWELL, EDWARD COTTON
PETER MILTON, DAMIEN DREW

Junior Draftspeople
MARK BARTHOLOMEW
ANDREW CHAN, CINDI KNAPTON, PAUL OCOLISAN

Set Model Makers
BEN COLLINS
KERRYANNE JENSEN, MICHAEL KELM

Conceptual Researcher
DAVID CRAIG

Graphics / 3D Modeller
PHENG SISOPHA

Art Department Runners
RODERICK ENGLAND
CHRIS PENN

Art Department Supervisor
FAY DAVID

Concept Artists
IAIN McCAIG, DERMOT POWER
JAY SHUSTER, ED NATIVIDAD, MARC GABBANA
KURT KAUFMAN, PHIL SHEARER, RAVI BANSAL

Storyboard Artists
MARK SEXTON
RODOLFO DAMAGGIO

Sculptor
TONY LEES

Concept Sculptors
ROBERT E. BARNES
MICHAEL PATRICK MURNANE, TONY McVEY

Concept Model Makers
JOHN GOODSON
JOHN DUNCAN, CAROL BAUMAN, R. KIM SMITH

Art Department Assistants
BETHWYN GARSWOOD
RYAN MENDOZA, ROEL ROBLES
MATTHEW SAXON, MICHAEL SMALE

Pre-Visualization / Effects Supervisors
DANIEL D. GREGOIRE & DAVID DOZORETZ

Pre-Visualization / Effects Artists
EUISUNG LEE
ROBERT KINCAID, SIMON DUNSDON, GARY LEE
BRADLEY ALEXANDER, PAUL TOPOLOS
BRIAN CHRISTIAN, KATIE COLE
MATTHEW WARD, RAYMOND WONG, BRIAN POHL

Stunt Coordinator / Swordmaster
NICK GILLARD

Assistant Stunt Coordinator
RICHARD BOUÉ

Obi-Wan Stunt Double
NASH EDGERTON

Jango Stunt Double
SCOTT McLEAN

Dooku Stunt Double
KYLE ROWLING

Padmé Stunt Doubles
GILL STRATHAM, CARLY HARROP

Stunt Performers
DANIEL STEVENS, AVRIL WYNNE
CHRIS MITCHELL, DEAN GOULD, DAR DAVIES
ROBERT SIMPER, JON HEANEY
RAY ANTHONY, JOSS GOWER

Production Manager (Tunisia)
PETER HESLOP

Script Supervisor
JAYNE-ANN TENGGREN

Unit Manager
TIC CARROLL

Production Coordinators
PAUL RANFORD
ISOBEL THOMAS, ANNA HALL

Assistant Production Coordinators
JACQUELINE KING
POLLY LEACH

Executive Assistants to George Lucas
JANE BAY
SARITA PATEL

Assistant to George Lucas
ANNE MERRIFIELD

Australian Assistant to
Rick McCallum JACQUI LOUEZ

US Assistants to
Rick McCallum
ARDEES RABANG JUNDIS, ALVIN LOPEZ

IT Manager
PAUL MATWIY

Network Manager
PETER HRICAK

Unit Nurse
JACQUIE ROBERTSON

Extras Casting
MAURA FAY, ROS BREDEN

Casting Assistant
VANESSA SULMAN

Artists' Assistants
JILL GOLDBERG
LEONARD THOMAS, CHLOE MOSS, ALICE LANAGAN

Third Assistant Director
GORDON WESTMAN

Set PA
SAM SMITH

Production Assistants
ALI KESHAVJ, FELICITY GIBBINS

Production Runners
JOSHUA WATKINS, TIM LION

Safety Supervisor
SOTIRI SOTIROPOULOS

Security
GEORGE HATSATOURIS, GAY COBHAM

Construction Nurse
MARGUERITTE O'SULLIVAN

Production Controller
KATHRYN RAMOS

Production Accountant
KEVIN PLUMMER

Assistant Accountants
VALERIE WILLIAMS
PATRICK PLUMMER, JANNINE DIXON
BELINDA LOWSON

Accounts Assistant
AYSE SELCUK

UK Accountant
RAJESHREE PATEL

Accounting Manager
WENDY GORMAN

Art Department Accountant
DEBORAH EASTWOOD

Location Accountant (Tunisia)
ROBERT THREADGOLD

Assistant Accountant (Tunisia)
TRACI DUXBURY

Location Accountant (Italy)
VAL SUNDERLAND

High Definition Camera Supervisor
FRED MEYERS

Camera Operator / Steadicam Operator
BRAD SHIELD

Camera Operator
CALUM McFARLANE

Focus Pullers
BRETT MATTHEWS, DAMIAN WYVILL

Camera Assistants
LUKE NIXON, JASON BINNIE

High Definition Camera Assistant
MATT HUNT

Video Split Operator
MICHAEL TAYLOR

Video Split Assistant
CAMERON MORLEY

Techno Crane Operator
GEOFF BROWN

Assistant Techno Crane Operator
JASON KLAFFER

Key Grip
DAVID NICHOLS

Best Boy Grip
JORGE ESCANUELA

Dolly Grips
MICK VIVIAN, MATT COPPING

Key Rigging Grip
ADY ROSE

Rigging Grips
PAUL ANDERSON, MAL BOOTH
MICHAEL RICH

Sound Recordist
PAUL 'SALTY' BRINCAT

Boom Operator
ROD CONDER

Cable Person
BEN LINDELL

Matchmove Assistant
FELIX POMERANZ

Set Decorator
PETER WALPOLE

Assistant Set Decorator
BEV DUNN

Assistant Set Decorator (Tunisia)
DOMINIC HYMAN

Prop Buyer
ANDREW CRICHTON

Set Decorating Buyer
TONY XEROS

Set Decorating Draftsperson
GODRIC COLE

Set Decorating Coordinator
JOANNE TASTULA

Props Scenic Artist
MICHAEL DAYMAN

Props Painter
REUBEN HILL

Chargehand Prop Dressers
SHANE AUMONT
MATT MILGATE

Upholsterer
IAN ANDREWARTHA

Assistant Upholsterer
SANDRA CARRINGTON

Stand-By Propman
ROBERT MOXHAM

Assistant Stand-By Propman
PETER KODICEK

Practical Electrics
GRAHAM BEATTY, DAVID FELGAR

Property Master
TY TEIGER

Assistant Property Master
JOHN-PAUL (LON) LUCINI

Model Making Supervisor
PETER WYBORN

Model Making Foreman
TREVOR SMITH

Model Making Leading Hands
JIM LENG, ADAM GRACE
NICK BERNYK, LEWIS P. MORLEY

Leading Mould Maker
KEITH RAE

Pattern Maker
GUY MASEK

Engineer
CAL FOOTE

Mechanic
THOMAS VAN KOEVERDEN

Model Making Coordinators
TRISH FOREMAN
TANYA HARPER

Props Runner
SAM FORD

Prop Storeman
CHARLY WRENCHER

Model Making Runner
NICOLE VAN LAMBAART

Prop Dressers
SOPHIE BUTTNER, MATTHEW COOK
CRAIG FISON, JEREMY FULLER, BRYCE TIBBEY
DION HORSTMANS, ZACHAREY JANE
ANGUS MACDONALD, JAN EDWARDS
ALEX BOSWELL, ANTON PARSONS, RICK HOWIE
KERRIE VAN LAMBAART, JASON CHRISTOPHER
GLENN SHERIDAN, ROBERTO WEIL MACHADO
ZVIKA ALONI, BERT BURLESS
SETH AITKIN, MARC BAROLD

Model/Mould Makers
STEVEN REID, KEVIN McMANUS
MARK POWELL, MATTHEW COTTER
RUTH WYNNE, RUSSELL LOWE, BILL DEMERY
SIMON MOUNCEY, WAYNE STARKEY
LUIS FONSECA, JESSIE WALKER-STEWART
LAURIE HUGHES, BRETT HARRISON
RONALD RAMETTA, ROBERT BERRYMAN
ROWAN WADEMAN, CHRIS DEBNEY
THOMAS PERRY, RAY JENKINS, ADRIAN BRITNELL
OWEN LAWRENCE, BRAD BURNET, JAMES MORGAN
DAVID McPHAIL, DAVID NAGEL
CHRIS MARINOVICH, CRAIG LONGHURST
TIM McGAW, DAVID WILLIS, MARIO EGIZIANO

Assistant Costume Designer
MICHAEL MOONEY

Costume Supervisor
NICOLE YOUNG

Costume Props Supervisor
IVO COVENEY

Assistant Costume Designer
JASON GIBAUD

Assistant Costume Props Supervisor
MARTIN REZARD

Senior Costume Fabric Painter
TIM SHANAHAN

Senior Leather Accessories
KEN BARNETT

Costume Buyers
KARIN THORN, RHONDA NOHRA

Assistant Designers
ANN MASKREY
JACQUELINE DURRAN

Cutters
KAY COVENEY, TERRY THORLEY
JULIE BRYANT, ANTHONY PHILLIPS, ALLAN LEES
ROBERTA TATE, SHERYL PILKINTON
PATRICIA HIGGS, SALLY STEELE
JUDITH MESCHKE, GLORIA BAVA
ESTHER WALTERS

Workroom Assistants
CELINDA ALVARADO
JULIE BEACH, LARINA BENNETT, JUSTINE BRIEN
ARLENE CLEMENT, MONIQUE DONALDSON
MICHELLE EREAUX, VALERIE EVANS
DIDI FITZGERALD, TRACEY GARDNER
ANDREA GASKILL, ROBIN HALL, JULIE HERLIHY
FIONA HOLLEY, DANIELLE LAWSON, GAYE LEE
PENNY MACKIE, VICKI MARTIN, ANNE MATHESON
SUZANNE McRAE, YVETTE MEINS
DEBBIE MILLINGTON, SUSAN MILLNER
MUSETTE MOLYNEAUX, JULIE NETHERCOAT
MARNIE ORMISTON, MAUREEN ROSA, JACKIE ROSS
MARCIA SMITH, JOAN STALEY, REBECCA TANCRED
MELISSA THORNTON, ROSLYN TIDDY
MARGARET TREVILLION, ALICE VARGAS

Costume Props
JUSTIN BROWN, WILL CHIU
HESTER CLARK, ROBERT COLHOUN, REUBEN HART
THOMAS HILL, AMANDA-JANE AMPHLETT
THOMAS KELSO, TOM LAMPROPOULOS
ANNA MARCHANT, ZOE SKINNER, WILLIAM NEAVE
JO-ANNE PARKIN, JOANNA PULLEN
FELICITY WIECEK, KIRSTIE RICKWOOD
LOUISE SHAW, KARA WALSH, ASTRID FISHER

Senior Milliner
RICK McGILL

Milliners
FIONA NICHOLS, VIRGINIA SETTRE

Fabric Painter/Dyers
NICOLA McINTOSH
NATALIE BRACHER

Dyer
REBECCA VILLIERS

Graphics Assistant
TRACY JAMES

Administrative Assistant
JACQUELINE FENTON

Costume Coordinator
VANESSA EDWARDS

Leather Accessories
GORDON BARNETT
VAJRA BARNETT, DARREN COWIE
HAZEL TRUDGEN

Costume Runners
CRAIG McCLEMENTS
AMBER REYNOLDS, PETER TSELEPI

Wardrobe Supervisor
LYN ASKEW

Key Costume Stand-By
HEATHER LAURIE

Costume Stand-Bys
JULIE-ANNE BARTON
JAMELLA HASSAN

Assistant Costume Stand-Bys
MANUELA MASOCH
CAROLYN WELLS

Crowd Stand-Bys
WENDY ASHER, FIONA NICOLLS
LAURA HICKEY, SHEREEN KHAN
TERRI KIBBLER, MARIANNE McKEON
DANIEL OWEN, JO O'CONNOR, HELEN PEACOCK

Special Embroidery by
FULLERTON DESIGN EMBROIDERY

Beading by
KAREN TORRISI BEADING

Supervising Construction Manager
DAVID BUBB

Construction Manager
GREG HAJDU

Assistant Construction Manager
ROB SUTTON

Head Foreman
MARK JONES

Construction Foremen
SEAN AHERN
ANDY STAIG, PETER COY

Leading Hands
BRETT BARTLETT, GARTH TOMPKINS
IAN BICKERTON, KRISTIAN KIELLAND
NORMAN WRAY

Head Fibrous Plasterer
KEN BARLEY

Supervising Plasterers
STEPHEN COURT
MICHAEL GARDINER, ROGER GILLESPIE, PAUL KING

Plaster Foreman
JOHN MURCH

Plaster Leading Hand
TONY GREENHILL
PETER BRADFORD

Steel Foreman
WAYNE PORTER

Steel Leading Hand
ROD NASH

Head Rigger
STEVE SANSOM

Supervising Rigger
WARREN JONES

Leading Hand Riggers
RAY DEW, ROD SCOTT
DARRYL DEMPSEY, NICK MORRELL

Head Scenic Painters
MATT CONNORS
MICKY GUYETT

Head Scenic Foreman
ALAN BROWN

Scenic Foremen
STEVE WARREN
MARTIN BRUVERIS, DANNY STRACHAN

Scenic Leading Hands
GAETANO LAGANA
JOHNNY 'JESUS' SELLA, JOLYON SIMPSON
LINDA SANG, PETA BLACK, GREG COMMERFORD

Stand-By Carpemter
RICHARD CROWE

Construction Coordinator
EMILY SAUNDERS

Assistant Construction Coordinator
SHANTHI NADARAJA

THANKS TO ALL THE AUSTRALIAN CONSTRUCTION CREW

Gaffer
EDDIE KNIGHT

Best Boys
STEWART MONTEITH, MOSES FOTOFILI

Rigging Gaffer
IAIN MATHIESON

Rigging Best Boy
PHIL MULLIGAN

Electricians
KEVIN BLYTH, GRAEME COOK
LUKE CROSS, JOHN CUMMINGS, JOHN ELLARD
RUSSELL FEWTRELL, MARK HARRIS
GILLIAN HUXLEY, STEVE JOHNSON, PAUL KLICIN
JOEL KLINGER, ALEX LAGUNA, GREG LITTLE
PENI LOLOA, BRECAN MITCHELL, SCOTT ROGERS
CAREY SMITH, GRANT WILSON

Make-Up Supervisor
LESLEY VANDERWALT

Make-Up Artists
LYNN WHEELER
WIZZY MOLINEAUX

Make-Up Assistant
JANE ATHERTON

Key Hair Stylist
SUE LOVE

Hairdressers
WENDY DE WAAL
JEN STANFIELD. SIMON ZANKER

Colour Artist
DANIEL GALVIN

Creatures Supervisor
JASON BAIRD

Creature Foreman
GAB FACCHINEI

Creature Technicians
STUART ROWSELL
STEVEN BOYLE, TY BATTERHAM, TRISH BRETLAND

Lead Animatronic Foreman
MATT SLOAN

Lead Animatronic Technician
MARTIN CROWTHER

Creature Make-Up Artists
DAMIEN MARTIN
ELKA WARDEGA

Creatures Runner
HILTON HOWSON

Special Effects Supervisor
DAVE YOUNG

Special Effects Technicians
HERMAN BRON
BRIAN OSMOND, BERNARD GOLENKO
GERARD COLLINS

Special Effects Buyer
PETER FORBES

Droid Unit Supervisor / R2-D2 Operator
DON BIES

Droid Unit Technicians
JUSTIN DIX, TREVOR TIGHE

Droid Unit Coordinator
ZEYNEP SELCUK

1st Assistant Editor
TODD BUSCH

Assistant Editors
JOSEPH JETT SALLY, CHERYL NARDI

Location Assistant Editor
JASON BALLANTINE

Location Apprentice Editor
ALLISON GIBBONS

Post Production Supervisor
JAMIE FORESTER

Technical Supervisor
MICHAEL BLANCHARD

SPECIAL VISUAL EFFECTS AND ANIMATION by
INDUSTRIAL LIGHT & MAGIC
A Division of Lucas Digital Ltd.
Marin County, California

Visual Effects Executive Producer
JUDITH WEAVER

Visual Effects Producers
JILL BROOKS
GRETCHEN LIBBY, HEATHER MACDONALD

Visual Effects Art Director
ALEX JAEGER

Computer Graphics Supervisors
KEVIN BARNHILL
DANIEL GOLDMAN, SAMIR HOON, ROBERT MARINIC
DAVID MENY, CURT MIYASHIRO
PATRICK T. MYERS, HENRY PRESTON

Digital Compositing Supervisors
JEFF DORAN
DORNE HUEBLER, MARSHALL KRASSER

Digital Modeling Supervisors
GEOFF CAMPBELL
RUSSELL PAUL

Viewpaint Supervisor
JEAN BOLTE

Animation Supervisors
CHRISTOPHER ARMSTRONG
HAL HICKEL

Technical Animation Supervisor
JAMES TOOLEY

Lead Animators
LINDA BEL, SCOTT BENZA
SUE CAMPBELL, PETER DAULTON, PAUL GRIFFIN
TIM HARRINGTON, PAUL KAVANAGH
VICTORIA LIVINGSTONE, GLEN McINTOSH
CHRISTOPHER MITCHELL, STEVEN NICHOLS
STEVE RAWLINS, JAMY WHELESS
ANDY WONG, SYLVIA WONG

Digital Color Timer
NATASHA LEONNET

Sequence Supervisors and Development Leads
LEAH ANTON, PATRICK BRENNAN
TOMMY BURNETTE, TAMALA CARTER, IAN CHRISTIE
GRADY COFER, PATRICK CONRAN, MICHAEL CONTE
CAITLIN CONTENT, JAY COOPER
MICHAEL DI COMO, LEANDRO ESTEBECORENA
WILLI GEIGER, HOWARD GERSH, JEREMY GOLDMAN
INDIRA GUERRIERI, CRAIG HAMMACK
NEIL HERZINGER, DAVID F. HORSLEY, POLLY ING
ERICH IPPEN, ED KRAMER, ERIK KRUMREY
HAYDEN LANDIS, LENNY LEE, JONATHAN LITT
SEAN MACKENZIE, KHATSHO ORFALI
PHILIPPE REBOURS, DOUGLAS J. SMITH
KEVIN SPROUT, NIGEL SUMNER, DOUG SUTTON
CHAD TAYLOR, PATRICK TUBACH, DENNIS TURNER
JOHN WALKER, CHRISTOPHER WHITE
RONNIE WILLIAMS JR., DEAN YÜRKE

Digital Effects Artists
SHADI ALMASSIZADEH
OKAN ATAMAN, JEFFREY ARNOLD, AL BAILEY
MICHAEL BALTAZAR, JEAN-PAUL BEAULIEU
KATHLEEN BEELER, JEFFREY BENEDICT
SUZANNE BERGER, BEVERLY BERNACKI
MATTHEW BLACKWELL, ROB BLUE, STELLA BOGH
ARON BONAR, ROBERT BOURGEAULT, SAM BREACH
BILLY BROOKS, JASON BROWN, CATHY BURROW
BERNARD CEGUERRA, CEDRICK CHAN, YINA CHANG
PETER CHESLOFF, PAUL CHURCHILL
CHRIS CIAMPA, RICHARD CLARKE, RAFAEL COLÓN
BRIAN CONNOR, SCOTT DAVID
KATHLEEN DAVIDSON, DENNIS DAVIS
EMMET DOYLE, RICHARD DUCKER, RAUL ESSIG
ALEX ETHIER, BILL EYLER, TOM FEJES
ERIC FERNANDES, KELLY FISCHER
CHRISTIAN FOUCHER, CARL FREDERICK
DAVID FUHRER, RYAN GALLOWAY
GONZALO GARRAMUNO, BRIAN GEE
CHRISTOPHER GEORGE, BILL GILMAN
ARCHIE GOGOLADZE, DAVID GOTTLIEB, JIM GREEN
BRANKO GRUJCIC, MARY BETH HAGGERTY
MICHAEL HALSTED, MARK HAMILTON
JOHN HANSEN, BENJAMIN HAWKINS, KELA HICKS
SHAWN HILLIER, IAN HOUSE, JEN HOWARD
DAVE R. HOWE, PEG HUNTER
THOMAS HUTCHINSON, MICHAEL JACKSON
SAMSON KAO, LOUIS KATZ, RUSSELL KOONCE
RYAN LANEY, JEROEN LAPRE, TOAN-VINH LE
JOSHUA LEBEAU, DANIEL LEUNG, DANIEL LOBL
DANIEL MA, DOUG MACMILLAN, DAVID MARSH
MARCEL MARTINEZ, KEVIN MAY, MORRIS MAY
WILL McCOY, KEVIN McGOWAN, JENNIFER McKNEW
JUSTIN METTAM, JOSEPH METTEN, TORY MERCER
STEVEN MOLIN, SEBASTIEN MOREAU
ANDREW MORLEY, MICHAEL MUIR
DARYL MUNTON, MYLES MURPHY, JENNIFER NONA
MASAYORI OKA, JOSHUA ONG, SCOTT PALLEIKO
JOE PAVLO, DANIEL PEARSON, ROBERT POWELL
SCOTT PRIOR, RICARDO RAMOS, DYLAN ROBINSON
AMANDA RONAI, ALAN ROSENFELD
KIMBERLY ROSS, JASON ROSSON, JAMES ROWELL
BARRY SAFLEY, STEVE J. SANCHEZ
FREDERIC SCHMIDT, VICTOR SCHUTZ
ANTHONY SHAFER, PAUL SHARPE, BRIAN SORBO
DAMIAN STEEL, CHRISTOPHER STILLMAN
RUSS SUEYOSHI, DANIEL SUNWOO
BLAKE SWEENEY, CATHERINE TATE
NOAH TAYLOR, VINCENT TOSCANO, ALEX TROPIEC
TODD VAZIRI, PASCALE VILLE, ERIC VOEGELS
BEN VON ZASTROW, KELLY WALSH
ROBERT WEAVER, SUSAN WEEKS, R.D. WEGENER
DAVID WEITZBERG, COLIE WERTZ, JEFF WOZNIAK
MELVA YOUNG, RICCARDO ZANETTINI
Animators CHARLES ALLENECK, CARLOS BAENA
MARC CHU, SEAN CURRAN, ANDREW DOUCETTE
C. MICHAEL EASTON, LESLIE FULTON
KAMERON GATES, ANDREW GRANT
LESLEY HEADRICK, JEFF JOHNSON, MAIA KAYSER
PETER KELLY, SHAWN KELLY, TRISH KRAUSE
GREG KYLE, DAVID LATOUR, NEIL LIM SANG
KEVIN MARTEL, CHRISTOPHER MINOS
RICK O'CONNOR, JAKUB PISTECKY, MARK POWERS
MIKE QUINN, JAY RENNIE, MAGALI RIGAUDIAS
P. KEVIN SCOTT, TOM ST. AMAND, KIM THOMPSON
DELIO TRAMONTOZZI, DAVID WEATHERLY
DAVID WEINSTEIN, ERIC WONG
CHRISTINA YIM, VIRGINIE MICHEL D'ANNOVILLE

Digital Model Development and Construction Artists
ANDREW ANDERSON, MICHAEL BALOG
LEIGH BARBIER, STEVE BELL, SXOTT BONNENFANT
MARIA BOWEN, TIMOTHY BRAKENSIEK
RON BUBLITZ, ANDREW CAWRSE, PAMELA CHOY
WILLIAM CLAY, VINCENT DE QUATTRO
JON FARMER, DEREK GILLINGHAM
LIOUDMILA GOLYNSKAIA, BRIDGET GOODMAN
DYLAN GOTTLIEB, FRANK GRAVATT
RUDY GROSSMAN, BRUCE HOLCOMB
ROBBIN HUNTINGDALE, MOON-JUNG KANG
JEFFREY KEMBER, HYUN KIM, MICHAEL KOPERWAS
KELVIN LAU, SUNNY LEE, ANDREA MAIOLO
SCOTT MAY, STEVE McGRATH, TAREQ MIRZA
RICHARD MOORE, GIOVANNI NAKPIL
TIMOTHY NAYLOR, SUSAN ROSS
JUAN-LUIS SANCHEZ, STEVEN SAUERS, LARRY TAN
LEE UREN, OMZ VELASCO, STEVEN WALTON
LI-HSIEN WEI, RON WOODALL
KEIJI YAMAGUCHI, KEN ZIEGLER

Digital Matte Sequence Supervisors
YUSEI UESUGI
PAUL HUSTON, JONATHAN HARB

Digital Matte Artists
JETT GREEN
TOSHIYUKI MAEDA, KENT MATHESON
BRETT NORTHCUTT, MATHIEU RAYNAULT
MARK SULLIVAN, MASAHIKO TANI, SIMON WICKER
SUSUMU YUKUHIRO, WEI ZHENG

Rotoscope Supervisor
JACK MONGOVAN

Rotoscope Leads
KATIE MORRIS, HEIDI ZABIT

3D Matchmove Supervisor
JASON SNELL

3D Matchmove Leads
AMY CHRISTENSEN
MARLA NEWALL

Motion Capture Supervisor
JEFF LIGHT

Senior Visual Effects Editor
SCOTT BALCEREK

Visual Effects Editors
NIC ANASTASSIOU
ANTHONY PITONE

Visual Effects Accountants
PAMELA KNOTT
MARC OSTROFF

Visual Effects Production Managers
JULIE D'ANTONI
JEANMARIE KING, WILLIAM TLUSTY

Visual Effects Coordinators
LLESLLE ACLARO
WAYNE BILLHEIMER, ELIZABETH BROWN
ANTHONY BUTLER, JULIE CREIGHTON
NINA FALLON, LEIGH ANN FAN
MONIQUE GOUGEON, PAULA NEDERMAN
DALE TAYLOR

Digital Rotoscope/Paint Artists
TRANG BACH
ALICIA BISSINGER, MICHAELA CALANCHINI
GRACE CHENEY, ERIC CHRISTENSEN, LEE CROFT
AMANDA FINKELBERG, DAWN GATES
JENNIFER GONZALEZ, PASCALE HERY
JIRI JACKNOWITZ, REGAN McGEE
KRISTEN MILLETTE, LAUREN MORIMOTO
JENNIFER MURRAY, AARON MUSZALSKI
C. ANDREW NELSON, LESLIE SAFLEY
AMY SHEPARD, M. ZACHARY SHERMAN
DAVID SULLIVAN, ALAN TRAVIS, KATE TURNER
ERIN WEST, DOUG WRIGHT

Matchmove and Motion Capture Artists
LANNY CERMAK
TERRY CHOSTNER, ALEXANDRE FRAZAO
MARIA GOODALE, DAVID HANKS
WENDY HENDRICKSON-ELLIS, KERRY LEE
JODIE MAIER, DAVID MORRIS, MELISSA MULLIN
MICHAEL ORLANDO, ERIC ROTH
JEFFREY SALTZMAN, MIKE SANDERS
BRANDON WARNER

Visual Effects Conceptual Artists
CHRISTIAN ALZMANN
MICHAEL BRUNSFELD, WARREN FU
PHILIP METSCHAN, WILSON TANG

Visual Effects Editorial and Imaging Services Group
JEROME BAKUM, RANDY BEAN, ROBERT BONSTIN
DIANE CALIVA, ROB DE HAAN, GEORGE GAMBETTA
JOSEPH GOLDSTONE, CLAUDINE GOSSETT
LARRY HOKI, MICHAEL HUTCHINSON
LARS JENSVOLD, GRACE LAN, JIM MILTON
TODD MITCHELL, MIKE MORGAN

Video Engineering and Digital Technologies
KIPP ALDRICH, BILL ANDERSON, ERIC BERMENDER
ROD BOGART, RUSSELL DARLING, DAN LARGE
SEBASTIAN MARINO, GARY MEYER
MARCUS NORDENSTAM, DAVID NAHMAN-RAMOS
TONY PELLE, PHIL PETERSON, ARI RAPKIN
NEIL ROBINSON, MICHAEL THOMPSON
Visual Effects Production and Technical Support
AMY ALLEN, DHYANA BRUMMEL, DAMIEN CARR
CHRISTINE CASTELLANO, MAI DELAPA
MATTHEW EDWARDS, ROBERT GIANINO
RANDY GON, JEFF GREBE, IAN JENKINS
KRISTY KING, KATHLEEN LYNCH, SCOTT MEASE
STEPHEN RIERA, ANTHONY RISPOLI
JOHN SIGURDSON, TERRANCE TORNBERG
AMY TREVOR, GORDON WITTMANN
DANIEL ZIZMOR

Model Supervisor
BRIAN GERNAND

Model Makers
LAUREN ABRAMS
BARBARA AFFONSO, CHARLES BAILEY
SALVATORE BELLECI, NICHOLAS BOGLE
MARK BUCK, FON DAVIS, BRYAN DEWE
ROBERT EDWARDS, THOMAS EHLINE
DAVID FOGLER, JON FOREMAN, CHRISTOPHER GAW
STEVE GAWLEY, JON GUIDINGER, NEAL HALTER
NELSON HALL, AARON HAYE
LOREN HILLMAN-MORGAN, PEGGY HRASTAR
GRANT IMAHARA, MICHAEL JOBE, VICTORIA LEWIS
ALAN LYNCH, MICHAEL LYNCH, RICHARD MILLER
DAVID MURPHY, BENJAMIN NICHOLS
RANDY OTTENBERG, ALAN PETERSON
LORNE PETERSON, JUAN PRECIADO
THOMAS PROOST, MITCHEL ROMANAUSKI
ADAM SAVAGE, ROY SUTHERLAND, LAUREN VOGT
DANIEL WAGNER, MARK WALAS, MELANIE WALAS

Effects Directors of Photography
CARL MILLER
MARTIN ROSENBERG, PATRICK SWEENEY

1st Assistant Camera Operators
MICHAEL BIENSTOCK
ROBERT HILL, RICHARD McKAY, DENNIS ROGERS

Vision Engineers
SPRAGUE ANDERSON
ROBERT FREY, DAVID LEZYNSKI, CALVIN ROBERTS

Javva the Hutt
MICHAEL SMITH

Costume Supervisor
GILLIAN LIBBERT

Gaffers
THOMAS CLOUTIER, RICHARD DEMOLSKI
BRAD JERRELL, TIMOTHY MORGAN
MICHAEL OLAGUE

Key Grips
WILLIAM BARR
ROD JANUSCH, DAVID WATSON

Grip
CARL ASSMUS

Construction Coordinator
CRAIG MOHAGEN

Construction
CHARLES RAY

Special Effects Supervisor
GEOFFREY HERON

Special Effects Technician
ROBERT CLOT

IN MEMORY OF STEVE BELL

POST PRODUCTION SOUND SERVICES PROVIDED BY
SKYWALKER SOUND
A Division of Lucas Digital Ltd.
Marin County, California

Re-Recording Mixers
GARY RYDSTROM
MICHAEL SEMANICK, RICK KLINE

Supervising Sound Editors
BEN BURTT
MATTHEW WOOD

Sound Effects Editors
TERESA ECKTON
BRUCE LACEY

Sound Fu
CHRISTOPHER SCARABOSIO

Dialogue/ADR Editors
MARILYN McCOPPEN
STEVE SLANEC

Foley Editors
MARY HELEN LEASMAN
KEVIN SELLERS

Supervising Assistant Editor
COYA ELLIOTT

Assistant Sound Editor
ELEANOR BEATON

Assistant Dialogue/ADR Editor
MICHAEL AXINN

Apprentice Sound Editor
DAVID ACORD

Digital Audio Transfer Supervisor
JONATHAN GREBER

Digital Audio Transfer
CHRISTOPHER BARRON
TIM BURBY

ADR Recorded at
SOUNDFIRM, SYDNEY & MELBOURNE
MANDRILL AUDIO, AUCKLAND
4MC, LONDON

Foley Mixer
FRANK 'PEPE' MEREL

Foley Recordist
TRAVIS CRENSHAW

Foley Artists
DENNIE THORPE
JANA VANCE

Re-Recordist
RONALD G. ROUMAS
BRIAN MAGERKURTH

Skywalker Sound Accountant
RENEE RUSSO

Mix Technicians
JURGEN SCHARPF, KENT SPARLING
JUAN PERALTA, BRANDON PROCTOR

Machine Room Operators
SEAN ENGLAND
MARK PURCELL

Video Services
JOHN TORRIJOS, ED DUNKLEY

Projectionist
SCOTT BREWER

Supervising Music Editor
KEN WANNBERG

Music Editor
PETER MYLES

Assistant Music Editor
STEVEN R. GALLOWAY

Music Recorded at
ABBEY ROAD STUDIOS

Scoring Engineer
SHAWN MURPHY

Scoring Assistants
ANDREW DUDMAN
CHRIS CLARKE, OWEN TAMPLIN

Orchestrations
CONRAD POPE, EDDIE KARAM

Music Preparation
JO ANN KANE MUSIC SERVICE

Music Librarian
MARK GRAHAM

Music Performed by
LONDON SYMPHONY ORCHESTRA

Orchestra Leader
GORDAN NIKOLITCH

Choir
LONDON VOICES

Chorus Director
TERRY EDWARDS

Keyboard Soloist
RANDY KERBER

ADDITIONAL SHOOTING CREW

Production Manager
BRIAN DONOVAN

Director of Photography
GILES NUTTGENS

Art Director
DAVID LEE

Script Supervisor
VICTORIA CHAMBERS-PIKE

Construction Managers
LEON APSEY, GENE D'CRUZE

Production Buyer
RICHARD BULLOCK

Art Department Assistant
MARK SCRUTON

Gaffer
DAVE SMITH

Best Boy
SONNY BURDIS

Grip
PETE MYSLOWSKI

Chargehand Propman
PETER WATSON

Stand-By Propman
ALEX BOSWELL

Stand-By Carpenter
PAUL NOTT-MACAIRE

Carpenter
DENNIS BOVINGTON

Rigger
EDDIE SANSOM

Chief Make-Up Artist
PAT HAY

Costume Coordinator
JO MEASURE

Production Coordinators
VIRGINIA MURRAY
HELEN GREGORY

Assistant Production Coordinator
VICTORIA MORGAN

Transport Captain
PHIL ALLCHIN

Nurse
JEANIE UDALL

First Assistant Directors
RICHARD HEWITT
RICHARD WHELAN

Second Assistant Directors
MATTHEW PENRY-DAVEY
TAMANA BLEASDALE

Sound Mixers
BRIAN SIMMONS, SIMON BISHOP

Creature Effects Supervisor
NICK DUDMAN

Prosthetic Make-Up Artists
PAUL SPATERI
MARK COULIER, BARRIE GOWER
SHAUNE HARRISON, KATE HILL

Animatronics
CHRIS BARTON, MARTIN REID
TAMZINE HANKS, TOM BLAKE, SIMON WILLIAMS

Foam Latex
ANDY LEE

Creatures Coordinator
LYN NICHOLSON

Special Effects
ANY EFFECTS

Special Effects Supervisor
TOM HARRIS

Senior Special Effects Technician
ALEX GURUCHARRI

Special Effects Technician
BARRY WOODMAN

Director of Publicity
LYNNE HALE

Publicity Assistant
LISA SHAUNESSY

Researchers
JO DONALDSON
JENNY CRAIK, ROBYN STANLEY

Location Researcher
ELIZABETH TULLOCH

Data Logging
LIZZIE EVES

Stills Photographers
LISA TOMASETTI
GILES WESTLEY, PAUL TILLER

Stills Photography Assistant
EVELYN ROSE

Stills & Publicity Runner
IANNA WHITE

Image Archivist
TINA MILLS

Transport Captain
HANS VAN BEUGE

Unit Drivers
DUAN KERERU, DAVE SIMPKINS

Unit Drivers
PHIL McDONELL, RON WYNDHAM

Catering by
KOLLAGE KATERING

Catering Manager
KERRY FETZER

Stand-In for Ewan McGregor
RICHARD PIKE

Stand-In for Natalie Portman
NATALIE LAWLEY

Stand-In for Hayden Christensen
GORDON TYLER

ITALY SHOOT

Production Services Provided by
Mestiere Cinema,
Venice, Italy

Production Supervisor
ABDELAZIZ BEN MLOUKA

Art Director T
AIEB JALLOULI

Assistant Art Director
ANAS TALMOUDI

Unit Managers
MEIMOUN MAHBOULI
PHILIPPA DAY

Matmata Location Manager
MOUNIR HLAWET

First Assistant Director
MOEZ KAMOUN

Production Coordinator
AMEL BECHARNIA

Accountant
ABDALLAH BAALOUCH

Production Secretary
LAMIA SAIDANE

Wardrobe Supervisor
NAAMA JAZI MEJRI

Prop Master
MOHAMED BARGAOUI

SPAIN SHOOT

Production Services Provided by
Recce & Production Services,
Seville, Spain

Production Supervisor
PEDRO MA DE UGARTE

Production Managers
SARKA SULCOVA
CAROLINE BONHAM-JONES

Production Coordinator
ISABEL DELGADO

Set Coordinator
MÓNICA HERNANDEZ

Wardrobe Assistant
MARIA JIMÉNEZ ALFARO

Casting
PAZ PIÑAR

Production Secretary
SILVIA VÁZQUEZ

Production Runner
JOSE LUIS RODRIGUEZ / PUMA

Special Thanks to:
JOHN FARRAND
KIM WILLIAMS
STEVE SMITH
ROD ALLAN
JAMES BRAMLEY
TED GAGLIANO
TED COSTAS
TIM SCHAFBUCH
DAVE SCHNUELLE
STEVE MORRIS
BYRON BAY KENDO CLUB
SYDNEY KENDO CLUB
FONDO PER L'AMBIENTE ITALIANO
CITIES OF LENNO, GRIANTE & TREMEZZO, ITALY
ITALIAN MINISTRY OF ART AND CULTURE
CITY OF CASERTA, ITALY
PEOPLE OF TOZEUR & MATMATA, TUNISIA
TUNISIAN MINISTRY OF THE INTERIOR
SAN PABLO DE SEVILLA AIRPORT CUSTOMS
SEVILLE POLICE
SEVILLE CITY COUNCIL
GMU - SEVILLE
DIGITAL FILM LAB, COPENHAGEN
BRITISH MUSICIANS UNION
MICHAEL SMUIN
EMIRATES
SALLY BULLOCK
TOM DELMAR
VAN BEDIENT
SUSAN LEAHY
DENNIS NOONAN
CHARLIE LEDOGAR
CYRIL DRABINSKY
PARASOUND-HOME THEATER
SONY-ERICSSON
LANDROVER

and a very special thanks to all the Engineers at
SONY, ATSUGI, JAPAN

Filmed at
FOX STUDIOS, AUSTRALIA

and on location in
LAKE COMO & CASERTA, ITALY; TOZEUR & MATMATA,
TUNISIA & SEVILLE, SPAIN

and at
ELSTREE FILM STUDIOS & EALING FILM STUDIOS, ENGLAND

Mixed & Recorded in a THX Certified Facility

UK Legal Services by
BILLY HINSHELWOOD

Australian Legal Services by
PETER THOMPSON
- TRESS COCKS & MADDOX

Insurance Services by
DAVID HAVARD, PETER ROBEY
- AON / ALBERT G RUBEN

US Travel Services by
CATHY NILSEN - DIRECT ACCESS

Australian Travel Services by
NATHALIE VERUNICA - SHOWTRAVEL

European Travel Services by
SUE ROBERTS
- THE TRAVEL COMPANY

Shipping Services by
FILM FREIGHT AUSTRALIA
DYNAMIC FREIGHT SERVICES, UK

DLP Projection by
CHRISTIE DIGITAL SYSTEMS

Production Speaker Systems by
M & K SOUND

Production Network by
FOUNDRY NETWORKS

Pre-Visualization Hardware by
APPLE & AMD

Pre-Visualization Software by
ALIAS/WAVEFRONT'S MAYA & ADOBE SYSTEMS INC

Pre-Visualization Edited on
FINAL CUT PRO

Plasma Displays & Scoring Projection by
RUNCO INTERNATIONAL

3-D Scanning Services by
GENTLE GIANT STUDIOS

Lighting Equipment by
PANAVISION LIGHTING

Additional Lighting Equipment by
AFM LIGHTING

Additional Camera Equipment by
PLUS 8 VIDEO

Additional Camera Lenses by
FUJI

Prints by
DELUXE LABORATORIES

Optical Sound Tracks by
MIKE VIGIL

Pogle Color Correction Equipment by
PANDORA INTERNATIONAL

Piccaso System by
SNELL & WILCOX

Shot entirely digitally on
CINE ALTA

Camera Equipment by
PANAVISION

Digital Film Masters Recorded on
ARRI

Soundtrack Available on
SONY CLASSICAL

Read the Novel from
DEL REY

LUCASFILM THX
IN SELECTED THEATRES

DOLBY DIGITAL
IN SELECTED THEATRES

SDDS
IN SELECTED THEATRES

DTS DIGITAL SOUND
IN SELECTED THEATRES

Visit the official website at
www.starwars.com

NO. 38978
MOTION PICTURE ASSOCIATION OF AMERICA

THE EVENTS, CHARACTERS AND FIRMS DEPICTED IN THIS PHOTOPLAY
ARE FICTITIOUS. ANY SIMILARITY TO ACTUAL PERSONS, LIVING OR
DEAD, OR TO ACTUAL EVENTS OR FIRMS IS PURELY COINCIDENTAL

OWNERSHIP OF THIS MOTION PICTURE IS PROTECTED BY COPYRIGHT AND
OTHER APPLICABLE LAWS, AND ANY UNAUTHORIZED DUPLICATION,
DISTRIBUTION OR EXHIBITION OF THIS MOTION PICTURE COULD RESULT
IN CRIMINAL PROSECUTION AS WELL AS CIVIL LIABILITY.

COPYRIGHT (c) 2002 LUCASFILM LTD. & TM. ALL RIGHTS RESERVED

RELEASED BY TWENTIETH CENTURY FOX FILM CORPORATION

IF YOU EXPERIENCED ANY CONDITION THAT DETRACTED FROM THE
THEATRICAL PRESENTATION OF THIS FILM, PLEASE CALL
1-800-PHONE-THX
OR VISIT
www.thx.com

QUALITY ASSURANCE SERVICES
WERE PROVIDED BY THE
THX THEATRE ALIGNMENT PROGRAM

Back to Scoops
85085

Did you know...
that "Attack of the Clones" was filmed on the very same sound stage as "Moulin Rogue!", in which Ewan McGregor also had a lead role.

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