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
S