Star Wars: Episode I

-The Phantom Menace (1999)

by George Lucas.

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

A vast sea of stars serves as the backdrop for the MAIN TITLE,

followed by a ROLL UP, which crawls up into infinity.

"EPISODE 1 THE PHANTOM MENACE"

"Turmoil has engulfed the Galactic Republic. The taxation of

trade routes to outlaying star systems is in dispute.  Hoping

to resolve the matter with a blockade of deadly battleships,

the greedy Trade Federation has stopped all shipping to the

small planet of Naboo.

While the congress of the Republic endlessly debates this

alarming chain of events, the Supreme Chancellor has secretly

dispatched two Jedi Knights, the guardians of peace and

justice in the galaxy, to settle the conflict....."

PAN DOWN to reveal a small space cruiser heading TOWARD CAMERA

at great speed. PAN with the cruiser as it heads towardthe

beautiful green planet of Naboo, which is surrounded by

hundreds of Trade Federation battleships.

INT. REPUBLIC CRUISER - COCKPIT

In the cockpit of the cruise, the CAPTAIN and PILOT maneuver

closer to one of the battleships.

QUI-GON (O.S.)

Captain.

The Captain turns to an unseen figure sitting behind her.

CAPTAIN

Yes, sir?

QUI-GON (O.S.)

Tell them we wish to board at once.

CAPTAIN

Yes, sir.

The CAPTAIN looks to her view screen, where NUTE GUNRAY, a

Neimoidian trade viceroy, waits for a reply.

CAPTAIN

With all due respect for the Trade

Federation, the Ambassadors for the

Supreme Chancellor wish to board

immediately.

NUTE

Yes, yes, of coarse...ahhh...as you

know, our blockade is perfectly legal,

and we'd be happy to recieve the

Ambassador...Happy to.

The screen goes black. Out the cockpit window, the sinister

battleship looms ever closer.

EXT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE (FX)

The small space cruiser docks in the enormous main bay of

the Federation battleship.

INT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE

A PROTOCOL DROID, TC-14, waits at the door to the docking

bay. Two WORKER DROIDS, PK-4 and EG-9 watch.

PK-4

They must be important if the Viceroy

sent one of those useless protocol

gearheads to greet them.

The door opens, and the Republic cruiser can be seen in the

docking bay.  Two darkly robed figures are greeted by TC-14.

TC-14

I'm TC-14 at your service. This way,

please.

They move off down the hallway.

EG-9

A Republic cruiser! That's

trouble...don't you think?

PK-4

I'm not made to think.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

A door slides open, and the two cloaked shapes are led PAST

CAMERA into the formal conference room by TC-14.

TC-14

I hope you honoured sirs with the

most comfortable here. My master

will be with you shortly.

The droid bows before OBI-WAN KENOBI and QUI- GON JINN. He

backs out the door and it closes. The JEDI lower their hoods

and look out a large window at the lush green planet of Naboo.

QUI-GON sixty years old, has long white hair in a ponytail.

He is tall and striking, with blue eyes. OBI-WAN is twenty

five, with very short brown hair, pale skin, and blue eyes.

Several exotic, bird-like creatures SING in a cage near the

door.

OBI-WAN

I have a bad feeling about this.

QUI-GON

I don't sense anything.

OBI-WAN

It's not about the mission, Master,

it's somethging...elsewhere...elusive.

QUI-GON

Don't center on your anxiety, Obi-

Wan. Keep your concentration here

and now where it belongs.

OBI-WAN

Master Yoda says I should be mindful

of the future...

QUI-GON

...but not at the expense of the

moment. Be mindful of the living

Force, my young Padawan.

OBI-WAN

Yes, Master...how do you think the

trade viceroy will deal with the

chancellor's demands?

QUI-GON

These Federation types are cowards.

The negotiations will be short.

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE GUNRAY and DAULTRAY DOFINE stand, stunned, before TC-

14.

NUTE

(shaken)

What?!? What did you say?

TC-14

The Ambassadors are Jedi Knights, I

believe.

DOFINE

I knew it! They were sent to force a

settlement, eh. Blind me, we're done

for!

NUTE

Stay calm?  I'll wager the Senate

isn't aware of the Supreme

Chancellor's moves here. Go. Distract

them until I can contact Lord Sidious.

DOFINE

Are you brain dead? I'm not going in

there with two Jedi! Send the droid.

Dofine turns to TC-14, who lets out a squeaky sigh.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

OBI-WAN

Is it their nature to make us wait

this long?

The door to the conference room slides open, and TC-14 enters

with a tray of drinks and food.

QUI-GON

No. I sense an unusual amount of

fear for something as trivial as

this dispute.

Obi-Wan takes a drink.

INT. FEDERATION BATTLESHIP - BRIDGE

Nute, Dofine, and Rune Haako are before the hologram of Darth

Sidious, a robed figure whose face is obscured by a hood.

DOFINE

This scheme of yours has failed,

Lord Sidious. The blockade is

finished! We dare not go against

these Jedi.

DARTH SIDIOUS

You seem more worried about the Jedi

than you are of me, Dofine. I am

amused.. Viceroy!

Nute, looking very nervous, steps forward.

NUTE

Yes, My lord.

DARTH SIDIOUS

I don't want that stunted slime in

my sight again. Do you understand?

NUTE

Yes, My Lord.

Nute gives Dofine a fierce look, and Dofine, terrified, rushed

off the bridge.

DARTH SIDIOUS

This turns of events is unfortunate.

We must accelerate our plans, Viceroy.

Begin landing your troops.

NUTE

Ahh, My Lord, is that, Legal?

DARTH SIDIOUS

I will make it legal.

NUTE

And, the Jedi??

DARTH SIDIOUS

The Chancellor should never have

brought them into this. Kill them,

immediatly.

NUTE

Ye..Yes, My Lord. As you wish.

INT. REPUBLIC CRUISER - COCKPIT - DOCKING BAY

In the Cockpit of the Cruiser, the Captain and Pilot look up

and see a gun turret swing around and point directly at them.

PILOT

Captain !? Look !!

CAPTAIN

No! Warn...

EXT. FEDERATION BATTLESHIP - HANGER BAY

The battle gun fires. The Republic Cruiser explodes.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

Gui-Gon and Obi-Wan leap up to a standing position with their

light sabers drawn. TC-14 jumps back, startled, spilling the

drinks tray.

TC-14

Ahhh, Sorry, sir. The Viceroy...

Gui-Gon and Obi-Wan turn off their swords and listen intently.

A faint hissing sound can be heard.

GUI-GON

Gas!

Qui-Gon and Obi-Wan each taken a sudden deep breath and

holding it.  The exotic bird-like creatures in the cage dorp

dead.

INT. FEDERATION BATTLESHIP - HALLWAY

A hologram of NUTE , surrounded by BATTLE DROIDS, appears in

the conference room hallway.

NUTE

They must be dead by now. Blast,

what's left of them.

The hologram fades off, as a BATTLE DROID, OWO-1, cautiously

opens the door. A deadly green cloud billows from the room.

BATTLE DROIDS cock their weapons as a figure stumbles out of

the smoke. It is TC-14 , carrying the tray of drinks.

TC-14

Oh, excuse me, so sorry.

The PROTOCOL DROID passes the armed camp just as two flashing

laser swords fly out of the deadly fog, cutting down several

BATTLE DROIDS before they can fire.

INT. FEDERATION BATTLESHIP - BRIDGE

The bridge is a cocophony of alarms. NUTE and RUNE watch OWO-

1 on the viewscreen.

OWO-1

Not sure exactly what...

OWO-1 is suddenly cut in half in mid-sentence. RUNE gives

NUTE a worried look.

NUTE

What in blazes is going on down there?

RUNE

Have you ever encountered a Jedi

Knight before, sir?

NUTE

Well, not exactly, but I don't...

(panicked)

Seal off the bridge.

RUNE

That won't be enough, sir.

The doors to the bridge SLAM shut.

NUTE

I want destroyer droids up here at

once!!!

RUNE

We will not survive this.

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

QUI-GON cuts several BATTLE DROIDS in half, creating a shower

of sparks and metal parts. OBI-WAN raises his hand, sending

several BATTLE DROIDS crashing into the wall.

QUI-GON makes his way to the bridge door and begins to cut

through it.

INT. FEDERATION BATTLESHIP - BRIDGE

The CREW is very nervous as sparks start flying around the

bridge door.

QUI-GON and OBI-WAN are on the view screen.

NUTE

Close the blast doors!!!

The huge, very thick blast door slams shut, followed by a

second door, then a third. There is a hissing sound as the

huge doors seal shut. QUI-GON tabs the door with his sword.

The screen goes black as a red spot appears in the center of

the blast door.

RUNE

...They're still coming through!

On the door, chunks of molten metal begin to drop away.

NUTE

Impossible!! This is impossible!!

RUNE

Where are those destroyer droids?!

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

Ten ugly destroyer WHEEL DROIDS roll down the hallway at

full speed. Just before they get to the bridge area, they

stop and transform into their battle configuration. QUI-GON

can't see them but senses their presence.

QUI-GON

Destroyer droids!

OBI-WAN

Offhand, I'd say this mission is

past the negotiaion stage.

The WHEEL DROIDS, led by P-59, rush the entry area from three

hallways, blasting away with their laser guns. They stop

firing and stand in a semi-circle as the smoke clears. OBI-

WAN and QUI-GON are nowhere to be seen.

P-59

Switch to bio...There they are!

The Jedi materialize at the far end of the hallway and dash

through the doorway that slams shut. The WHEEL DROIDS blast

away at the two JEDI with their laser swords.

OBI-WAN

They have shield generators!

QUI-GON

It's a standoff! Let's go!

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand on the bridge, watching the view screen

as the WHEEL

DROIDS' POV speeds to the doorway.

RUNE

We have them on the run, sir...they're

no match for destroyer droids.

TEY HOW

Sir, they've gone up the ventilation

shaft.

INT. FEDERATION BATTLESHIP - MAIN BAY

QUI-GON and OBI-WAN appear at a large vent in a giant hanger

bay. They are careful not to be seen. Thousands of BATTLE

DROIDS are loading onto landing craft.

QUI-GON

Battle droids.

OBI-WAN

It's an invisible army.

QUI-GON

It's an odd play for the Trade

Federation. We've got to warn the

Naboo and contact Chancellor Valorum.

Let's split up. Stow aboard separate

ships and meet down on the planet.

OBI-WAN

You were right about one thing,

Master. The negotiations were short.

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW recieves a transmission.

TEY HOW

Sir, a transmission from the planet.

RUNE

It's Queen Amidala herself.

NUTE

At last we're getting results.

On the view screen, QUEEN AMIDALA appears in her throne room.

Wearing her elaborate headdress and robes, she sits,

surrounded by the GOVERNING COUNCIL and FOUR HANDMAIDENS,

EIRTAE, YANE, RABE, and SACHE.

NUTE

Again you come before me, Your

highness. The Federation is

pleased.

AMIDALA

You will not be pleased when you

hear what I have to say,

Viceroy...Your trade boycott of our

planet has ended.

NUTE smirks at RUNE.

NUTE

I was not aware of such a failure.

AMIDALA

I have word that the Senate is finally

voting on this blockade of yours.

NUTE

I take it you know the outcome. I

wonder why they bother to vote.

AMIDALA

Enough of this pretense, Viceroy!

I'm aware the Chancellor's Ambassadors

are with you now, and that you have

beencommanded to reach a settlement.

NUTE

I know nothing about any

Ambassadors...you must be mistaken.

AMIDALA, surprised at his reaction, studies him carefully.

AMIDALA

Beware, Viceroy....the Federation is

going too far this time.

NUTE

Your Highness, we would never do

anything without the approval of the

Senate. You assume too much.

AMIDALA

We will see.

The QUEEN fades off, and the view screen goes black.

RUNE

She's right, the Senate will never....

NUTE

It's too late now.

RUNE

Do you think she suspects an attack?

NUTE

I don't know, but we must move quickly

to disrupt all communications down

there.

INT. NABOO PALACE - THRONE ROOM

The QUEEN, EIRTAE, SACHE and her Governor, SIO BIBBLE, stand

before a hologram of SENATOR PALPATINE, a thin, kindly man.

PALPATINE

...How could that be true? I have

assurances from the Chancellor...his

Ambassaodrs did arrive. It must be

the...get...negotiate...

The hologram of PALPATIONE sputters and fades away.

AMIDALA

Senator Palpatine?!?

(turns to Panaka)

What's happening?

Capt. Panaka turns to his SARGEANT.

CAPT. PANAKA

Check the transmission generators...

BIBBLE

A malfunction?

CAPT. PANAKA

It could be the Federation jamming

us. Your Highness.

BIBBLE

A communications disruption can only

mean one thing. Invasion.

AMIDALA

Don't jump to conclusions, Governor.

The Federation would not dare go

that far.

CAPT. PANAKA

The Senate would revoke their trade

franchise, and they'd be finished.

AMIDALA

We must continue to rely on

negotiation.

BIBBLE

Negotiation? We've lost all

communications!...and where atre the

Chancellors Ambassadors? How can we

negotiate? We must prepare to defend

ourselves.

CAPT. PANAKA

This is a dangerous situation, Your

Highness.  Our security volunteers

will be no match against a battle-

hardened Federation army.

AMIDALA

I will not condone a course of action

that will lead us to war.

EXT. SPACE LANDING CRAFT - TWILIGHT (FX)

Six landing craft fly in formation toward the surface of the

planet Naboo.

EXT. NABOO SWAMP - SHALLOW LAKE - TWILIGHT

Three landing craft slowly descend through the cloud cover

of the perpetually gray twilight side of the planet. One by

one, the Federation warships land in the eerie swamp.  OBI-

WAN's head emerges from the mud of a shallow lake. For in

the background, the activities of the invasion force can be

seen in the mist.

OBI-WAN takes several deep breaths, then dissapears again

under the muddy swamp. Troop Transports (MTT's) emerge from

the landing craft.

EXT. NABOO EDGE OF SWAMP / GRASS PLAINS - TWILIGHT (FX)

The droid invasion force moves out of the swamp and onto a

grassy plain.

OOM-9, in his tank, looks out over the vast ARMY marching

across the rolling hills. A small hologram of RUNE and NUTE

stands on the tank.

RUNE

...and there is no trace of the Jedi.

They may have gotton onto one of

your landing craft.

OOM-9

If they are down here, sir, we'll

find them.  We are moving out of the

swamp and are marching on the cities.

We are meeting no resistance.

NUTE

Excellent.

EXT. NABOO SWAMP - TWILIGHT

QUI-GON runs through the strange landscape, glancing back to

see the monstrous troop transports, emerging from the mist.

Animals begin to run past him in a panic.

An odd, frog-like Gungan, JAR JAR INKS, squats holding a

clam he has retrieved from the murky swamp.  The shell pops

open. JAR JAR's greta tongue snaps out and grabs the clam,

swallowing it in one gulp.

JAR JAR looks up and sees QUI-GON and the other creatures

running like the wind toward him. One of the huge MTT's bears

down on the JEDI like a charging locomotive. JAR JAR stands

transfixed, still holding the clam shell in one hand.

JAR JAR

Oh, noooooooooo!

JAR JAR drops the shell and grabs onto QUI-GON as he passes.

The JEDI is caught by surprise.

JAR JAR

Hey, help me! Help me!!

QUI-GON

Let go!

The machine is about tp crush them as QUI-GON drags JAR JAR

behind him.  Just as the transport is about to hit them, QUI-

GON drops, and JAR JAR goes splat into the mud with him. The

transport races overhead.

QUI-GON and JAR JAR pull themselves out of the mud. They

stand watching the war machine dissapear into the mist. JAR

JAR grabs QUI-GON and hugs him.

JAR JAR

Oyi, mooie-mooie! I luv yous!

The frog-like creature kisses the JEDI.

QUI-GON

Are you brainless? You almost got us

killed!

JAR JAR

I spake.

QUI-GON

The ability to speak does not make

you intelligent. Now get outta here!

QUI-GON starts to move off, and JAR JAR follows.

JAR JAR

No...no! Mesa stay...Mesa yous humble

servaunt.

QUI-GON

That wont be necessary.

JAR JAR

Oh boot tis! Tis demunded byda guds.

Tis a live debett, tis. Mesa culled

Jaja Binkss.

In the distance, two STAPS burst out of the mist at high

speed, chasing OBI-WAN.

QUI-GON

I have no time for this now...

JAR JAR

Say what?

The two STAPS barrell down on OBI-WAN.

JAR JAR

Oh, nooooo! Weesa ganna....

QUI-GON throws JAR JAR into the mud.

QUI-GON

Stay down!

His head pops up.

JAR JAR

...dieeee!

The two troops fire laser bolts at OBI-WAN. QUI-GON deflects

the bolts back, and the STAPS blow up. One-two. OBI-WAN is

exhausted and tries to catch his breath.

OBI-WAN

Sorry, Master, the water fried my

weapon.

OBI-WAN pulls out his burnt laser sword handle. QUI-GON

inspects it, as JAR JAR pulls himself out of the mud.

QUI-GON

You forgot to turn your power off

again, didn't you?

OBI-WAN nods sheeplishly.

QUI-GON

It won't take long to recharge, but

this is a lesson I hope you've

learned, my young Padawan.

OBI-WAN

Yes, Master.

JAR JAR

Yousa sav-ed my again, hey?

OBI-WAN

What's this?

QUI-GON

A local. Let's go, before more of

those droids show up.

JAR JAR

Mure? Mure did you spake??!?

OBI-WAN and QUI-GON start to run. JAR JAR tries to keep up.

JAR JAR

Ex-squeeze me, but da moto grande

safe place would be Otoh Gunga. Tis

where I grew up...Tis safe city.

They all stop.

QUI-GON

A city!

(JAR JAR nods his

head)

Can you take us there?

JAR JAR

Ahhh, will...on second taut...no,

not willy.

QUI-GON

No??!

JAR JAR

Iss embarrissing, boot... My afrai

my've bean banished. My forgoten der

Bosses would do terrible tings to

my. Terrible tings if my goen back

dare.

A PULSATING SOUND is heard in the distance.

QUI-GON

You hear that?

JAR JAR shakes his head yes.

QUI-GON

That's the sound of a thousand

terrible things heading this way...

OBI-WAN

When they find us, they will crush

us, grind us into little pieces,

then blast us into oblivion!

JAR JAR

Oh! Yousa point is well seen. Dis

way! Hurry!

JAR JAR turns and runs into the swamp.

EXT. NABOO SWAMP LAKE - TWILIGHT

QUI-GON, OBI-WAN and JAR JAR run into a murky lake and stop

as JAR JAR tries to catch his breath.  The TRANSPORTS ARE

HEARD in the distance.

QUI-GON

Much farther?

JAR JAR

Wesa goen underwater, okeyday?

QUI-GON and OBI-WAN pull out small capsule from their utility

belts that turn into breathing masks.

JAR JAR

My warning yous. Gungans no liken

outlaunders. Don't expict a wern

welcome.

OBI-WAN

Don't worry, this has not been our

day for warm welcomes.

JAR JAR jumps, does a double somersault with a twist, and

dives into the water.

Breath masks on, QUI-GON and OBI-WAN wade in after him.

EXT. NABOO LAKE - UNDERWATER

QUI-GON and OBI-WAN swim behind JAR JAR, who is very much at

home in the water. Down they swim into murky depths. In the

distance the glow of Otoh Gunga, an underwater city made up

of large bubbles, becomes more distinct.

They approach the strange, art nouveau habitat. JAR JAR swims

magically through one of the bubble membranes, which seals

behind him. OBI-WAN and QUI-GON follow.

INT. OTOH GUNGA - CITY SQUARE

GUNGANS in the square scatter when they see the strange JEDI.

Four GUARDS armed with long electro-poles ride two-legged

KAADUS into the square. The GUARDS, led by CAPTAIN TARPALS,

point their lethal poles at the dripping trio.

JAR JAR

Heyo-dalee, Cap'n Tarpals, Mesa back!

CAPT. TARPALS

Noah gain, Jar Jar. Yousa goen tada

Bosses. Yousa in big dudu this time.

CAPT. TARPALS gives JAR JAR a slight zap with his power pole.

JAR JAR jumps and moves off, followed by the two JEDI.

JAR JAR

How wude.

INT. OTOH GUNGA - HIGH TOWER BOARD ROOM

The Bosses' Board Room has bubble walls, with small lighted

fish swimming around outside like moving stars.  A long

circular judge's bench filled with GUNGAN OFFICIALS dominates

the room. OBI-WAN and QUI-GON stand facing BOSS NASS, who

sits on a bench higher than the others.

BOSS NASS

Yousa cannot bees hair. Dis army of

mackineeks up dare tis new weesong!

QUI-GON

That droid army is about to attack

the Naboo. We must warn them.

BOSS NASS

Wesa no like da Naboo! Un dey no

like uss-ens. Da Naboo tink day so

smarty den us-ens. Day tink day brains

so big.

OBI-WAN

After those droids take control of

the surface, they will come here and

take control of you.

BOSS NASS

No, mesa no tink so. Mesa scant talkie

witda Naboo, and no nutten talkie it

outlaunders. Dos mackineeks no comen

here! Dey not know of uss-en.

OBI-WAN

You and the Naboo form a symbiont

circle.  What happens to noe of you

will affect the other. You must

understand this.

BOSS NASS

Wesa wish no nutten in yousa tings,

outlaunder, and wesa no care-n about

da Naboo.

QUI-GON

(waves his hand)

Then speed us on our way.

BOSS NASS

Wesa gonna speed yousaway.

QUI-GON

We need a transport.

BOSS NASS

Wesa give yousa una bongo. Da speedest

way tooda Naboo tis goen through da

core. Now go.

QUI-GON

Thank you for your help. We go in

peace.

QUI-GON and OBI-WAN turn to leave.

OBI-WAN

Master, whats a bongo?

QUI-GON

A transport, I hope.

The JEDI notice JAR JAR in chains to one side, waiting to

hear his verdict.

QUI-GON stops. JAR JAR gives him a forlorn look.

JAR JAR

Daza setten yous up. Goen through da

planet core is bad bombin!!

QUI-GON

Thank you, my friend.

JAR JAR

Ahhh...any hep hair would be hot.

JAR JAR's soulful look is counterpointed by a sheepish grin.

OBI-WAN

We are short of time, Master.

QUI-GON

We'll need a navigator to get us

through the planet's core. This Gungan

my be of help.

QUI-GON walks bact to BOSS NASS.

QUI-GON

What is to become of Jar Jar Binks

here?

BOSS NASS

Binkss brokeen the nocombackie law.

Hisen to be pune-ished.

QUI-GON

He has been a great help to us. I

hope the punishment will not be too

severe.

BOSS NASS

Pounded unto death.

JAR JAR

(grimacing)

Oooooh...Ouch!

OBI-WAN looks concerned. QUI-GON is thinking.

QUI-GON

We need a navigator to get us through

the planet's core. I have saved Jar

Jar Binks' life. He owes me what you

call a "life debt."

BOSS NASS

Binks. Yousa havena liveplay with

thisen hisen?

JAR JAR nods and joins the JEDI. QUI-GON waves his hand.

QUI-GON

Your gods demand that his life belongs

to me now.

BOSS NASS

Hisen live tis yos, outlauder. Begone

wit him.

JAR JAR

Count mesa outta dis! Better dead

here, den deader in da core...Yee

guds, whata mesa sayin?!

EXT. NABOO CITY - UNDERWATER - SUB (FX)

A strange little submarine propels itself away from the Otoh

Gunga, leaving the glow of the settlement in the distance.

INT. SUB COCKPIT - UNDERWATER

OBI-WAN in the co-pilots seat, JAR JAR guides the craft.

JAR JAR

Dis is nusen.

OBI-WAN

Master, why do you keep dragging

these pathetic life forms along with

us?...Here, take over.

JAR JAR

Hey, ho? Where wesa goen??

QUI-GON

You're the navigator.

JAR JAR

Yo dreamen mesa hopen...

QUI-GON

Just relax, the Force will guide

us...

JAR JAR

Ooooh, maxibig..."da Force"...Wellen,

dat smells stinkowiff.

JAR JAR veers the craft to the left and turns the lights on.

The coral vistas are grand, fantastic, and wonderous.

OBI-WAN

Why were you banished, Jar Jar?

JAR JAR

Tis a long tale, buta small part

wawdabe mesa... ooooh... aaaa...

clumsy.

OBI-WAN

They banished you because you're

clumsy?

As the little sub glides into the planet core, a large dark

shape begins to follow.

JAR JAR

Mesa cause-ed mabee one or duey lettal

bitty axadentes...yud-say boom da

gasser, un crash Der Bosses

heyblibber...den banished.

Suddenly there is a loud CRASH, and the little craft lurches

to one side.

QUI-GON looks around and sees a huge, lumimnous OPEE SEA

KILLER has hooked them with its long gooey tongue.

QUI-GON

Full speed ahead.

Instead of full ahead, JAR JAR jams the controls into reverse.

The sub flies into the mouth of the creature.

JAR JAR

Oooops.

OBI-WAN

Give me the controls.

OBI-WAN takes over the controls and the OPEE SEA KILLER

instantly releases the sub from its mouth.

JAR JAR

Wesa free!

As the sub zooms away they see a larger set of jaws, munching

on the hapless KILLER. The jaws belong to the incredible

SANDO AQUA MONSTER. The lights on the tiny sub begin to

flicker as they cruise deeper into the gloom.

QUI-GON

There's always a bigger fish.

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

NUTE

The invasion is on schedule, My Lord.

DARTH SIDIOUS

Good. I have the Senate bogged down

in procedures. By the time this

incident comes up for a vote, they

will have no choice but to accept

your control of the system.

NUTE

The Queen has great faith the Senate

will side with her.

DARTH SIDIOUS

Queen Amidala is yound and naive.

You will find controlling her will

not be difficult. You have done well,

Viceroy.

NUTE

Thank you, My Lord.

DARTH SIDIOUS fades away.

RUNE

You didn't tell him about the missing

Jedi?

NUTE

No need to report that to him, until

we have something to report.

INT. SUB COCKPIT - UNDERWATER

Sparks are flying, and water is leaking into the cabin. The

sound of the power drive drops.

OBI-WAN

...we're losing power.

OBI-WAN is working with the sparking wires. JAR JAR panics.

QUI-GON

Stay calm. We're not in trouble yet.

JAR JAR

What yet? Monstairs out dare! Leak'n

in here, all'n sink'n, and nooooo

power! You nutsen! WHEN YOUSA TINK

WESA IN TROUBLE?!!!?

OBI-WAN

Power's back.

The lights flicker on, revealing an ugly COLO CLAW FISH right

in front of them.

JAR JAR

Monstairs back!

The large COLO CLAW FISH is surprised and rears back. The

sub turns around and speeds away.

JAR JAR

Wesa in trouble now??

QUI-GON

Relax.

QUI-GON puts his hand on JAR JAR's shoulder. JAR JAR relaxes

into a coma.

OBI-WAN

You overdid it.

The COLO CLAW FISH leaps after the fleeing sub as it shoots

out of the tunnel and into the waiting jaws of the SANDO

AQUA MONSTER.

OBI-WAN

This is not good!

JAR JAR regains consciousness.

JAR JAR

Wesa dead yet?? Oie Boie!

JAR JAR's eyes bulge, and he faints again. The sub narrowly

avoids the deadly teeth of the AQUA MONSTER. The COLO CLAW

FISH chasing them isn't so lucky. It is munched in half by

the larger predator. The little sub slips away.

QUI-GON

Head for that outcropping.

EXT. THEED - MAIN ROAD INTO THEED - DAY (FX)

The long columns of the DROID ARMY move down the main road

leading to Theed, the Naboo capital.

EXT. THEED PLAZA - DAY (FX)

As the QUEEN watches helplessly from a window in the palace,

a transport carrying NUTE and RUNE lands in Theed Plaza.

They exit the transport.

NUTE

Ah, victory!

INT. NABOO LAKE - UNDERWATER - SUB (FX)

The little sub continue to propel itself toward the surface,

which is brightly lit.

JAR JAR

Wesa dude it!

EXT. THEED - ESTUARY - DAY

Paradise. Billowing clouds frame a romantic body of water.

There is a LOUD RUSH OF BUBBLES, and a small sub bobs to the

surface.

The current in the estuary begins to pull the sub backward

into a fast moving river. OBI-WAN switches off the two

remaining bubble canopies.

QUI-GON stands up to look around. JAR JAR lets out a sigh of

relief.

JAR JAR

Wesa safe now.

QUI-GON

Get this thing started.

JAR JAR

Dissen berry good. Hey?

OBI-WAN

What is it?

JAR JAR looks back to where they're drifting. He sees they

are headed for a huge waterfall.

JAR JAR

What!!?? Oie boie!

OBI-WAN tries to start the engine. The long props behind the

sub slowly begin to rotate. OBI-WAN struggles until finally,

a few feet short of the waterfall, the sub starts and is

able to generate enough power to stop drifting backward in

the powerful current. The sub slowly moves forward. In the

background, QUI-GON takes a cable out of his belt. The engine

coughs and dies. They start drifting backward again. JAR JAR

panics.

JAR JAR

Iyiiyi, wesa die'n here, hey!

QUI-GON shoots the thin cable, and it wraps itself around a

railing on the shore. The sub pulls the cable taut, and the

little craft hangs precariously over the edge of the

waterfall.

QUI-GON

Come on...

OBI-WAN climbs out of the sub and pulls himself along the

cable. QUI-GON starts in after him.

QUI-GON

Come on, Jar Jar.

JAR JAR

No! Too scary!

OBI-WAN

Get up here!

JAR JAR

No a mighty no!

JAR JAR looks back and sees he is hanging over the waterfall.

JAR JAR

Oie boie...mesa comen. Mesa comen!

JAR JAR starts to climb out of the sub. OBI-WAN is on shore

and helps to pull QUI-GON out of the water.

OBI-WAN

That was close.

BATTLE DROID 3B3 (O.S.)

Drop your weapons!

The TWO JEDI turn around to see a BATTLE DROID standing in

front of them.

BATTLE DROID 3B3

JAR JAR

Whoa!!!

EXT. THEED - PALACE - DAY

The waterfalls of Theed sparkle in the noonday sun.

INT. THEED - PALACE THRONE ROOM - DAY

QUEEN AMIDALA, SIO BIBBLE, and FIVE OF HER HANDMAIDENS

(EIRTAE, YANE, PADME, RABE, SACHE) are surrounded by TWENTY

DROIDS. Capt. Panaka and FOUR NABOO GUARDS are also held at

gunpoint. NUTE and RUNE stand in the middle of the room.

BIBBLE

...how will you explain this invasion

to the Senate?

NUTE

The Naboo and the Federation will

forge a treaty that will legitimize

our occupation here. I've been assured

it will be ratified by the Senate.

AMIDALA

I will not co-operate.

NUTE

Now, now, your Highness. You are not

going to like what we have in store

for your people. In time, their

suffering will persuade you to see

our point of view. Commander.

(OOM-9 steps forward)

Process them.

OOM-9

Yes, sir!

(turns to his sergeant)

Take them to Camp Four.

The SERGEANT marches the GROUP out of the throne room.

EXT. PALACE - PLAZA - DAY

QUEEN AMIDALA, PADME, EIRTA, YANE, RABE, SACHE, Capt. Panaka,

SIO BIBBLE,

and FOUR GUARDS are led out of the palace by ten BATTLE

DROIDS. The plaza is filled with tanks and BATTLE DROIDS,

which they pass on their way to the detention camp.

Unbeknownst to them, QUI-GON, OBI-WAN, and JAR JAR sneak

across on a walkway above the plaza and jump from a balcony

to begin an attack to rescue the QUEEN.

FOUR BATTLE DROIDS are instantly cut down. MORE DROIDS move

forward and are also cut down by the JEDIS' flashing

lightsabres until there is only the DROID SERGEANT left. The

SERGEANT starts to run but is pulled back to QUI-GON by the

Force, until finally he is dispatched by the JEDI.

JAR JAR

Yousa guys bombad!

QUEEN AMIDALA and the OTHERS are amazed. JAR JAR is getting

used to this.  They move between two buildings.

QUI-GON

Your Highness, we are the Ambassadors,

for the Supreme Chancellor.

BIBBLE

Your negotiations seem to have failed,

Ambassador.

QUI-GON

The negotiations never took place.

Your Highness, we must make contact

with the republic.

Capt. Panaka steps forward.

CAPT. PANAKA

They've knocked out all our

communications.

QUI-GON

Do you have transports?

CAPT. PANAKA

In the main hanger. This way.

THEY disappear down an alleyway as the ALARMS are sounded

INT. CENTRAL HANGER - HALLWAY - DAY

Capt. Panaka cracks open a side door to the central hanger.

QUI-GON looks in over his shoulder. OBI-WAN, JAR JAR, and

the rest of the group are behind him. They see several Naboo

spacecraft guarded by about FIFTY BATTLE DROIDS.  ALARMS can

be heard in the distance.

CAPT. PANAKA

There are too many of them.

QUI-GON

That won't be a problem.

(to Amidala)

Your Highness, under the

circumstances, Isuggest you come to

Coruscant with us.

AMIDALA

Thank you, Ambassador, but my place

is here with my people.

QUI-GON

They will kill you if you stay.

BIBBLE

They wouldn't dare.

CAPT. PANAKA

They need her to sign a treaty to

make this invasion of theirs legal.

They can't afford to kill her.

QUI-GON

The situation here is not what it

seems. There is something else behind

all this, Your Highness. There is no

logic in the Federation's move here.

My feelings tell me they will destroy

you.

BIBBLE

Please, Your Highness, reconsider.

Our only hope is for the Senate to

side with us... Senator Palpatine

will need your help.

CAPT. PANAKA

Getting past their blockade is

impossible, Your Highness.

Any attempt to escape will be

dangerous.

BIBBLE

Your Highness, I will stay here and

do what I can...They will have to

retain the Council of Governors in

order to maintain control. But you

must leave...

The QUEEN turns to PADME and EIRTAE.

AMIDALA

Either choice presents a great

risk...to all of us...

PADME

We are brave, Your Highness.

QUI-GON

If you are to leave, Your Highness,

it must be now.

AMIDALA

Then, I will plead our case before

the Senate.

(to Bibble)

Be careful, Governor.

INT. CENTRAL HANGER - DAY

The door opens to the main hanger. QUI-GON, OBI-WAN, JAR

JAR, Capt. Panaka, TWO GUARDS, and THREE HANDMAIDENS (PADME,

EIRTAE, RABE), followed by QUEEN AMIDALA, head for a sleek

chrome spacecraft. SIO BIBBLE, YANE and SACHE stay behind.

The HANDMAIDENS begin to cry.

CAPT. PANAKA

We need to free those pilots.

Capt. Panaka points to TWENTY GUARDS, GROUND CREW, and PILOTS

held in a corner by SIX BATTLE DROIDS.

OBI-WAN

I'll take care of that.

OBI-WAN heads toward the group of captured pilots.

QUI-GON and the QUEEN, Capt. Panaka, JAR JAR, and the rest

Of the GROUP approach the GUARDS at the ramp of the Naboo

craft.

GUARD DROID

Where are you going?

QUI-GON

I'm Ambassador for the Supreme

Chancellor, and I'm taking those

people to Coruscant.

DROID GUARD

You're under arrest!

The DROID GUARD draws his weapon, but before any of the DROIDS

can fire, they are cut down. OTHER GUARDS run to their aid.

OBI-WAN attacks the GUARDS around the PILOTS. QUI-GON stands,

fighting off DROIDS as the OTHERS rush on board the

spacecraft. OBI-WAN, the FREED PILOTS (including RIC OLIE),

GUARDS and GROUND CREW MEMBERS rush on board the ship.  The

OTHER PILOTS and GUARDS race to SIO BIBBLR. After everyone

has made it onto the ship, QUI-GONjumps on board. ALARMS

sound. MORE DROIDS rush into the hanger and fire as the ship

takes off.

EXT. THEED - HANGER ENTRY - DAY (FX)

The ship exits the hanger. BATTLE DROIDS standing in the

hanger shoot at them.

EXT. SPACE (FX)

The sleek spacecraft speeds away from the planet of Naboo

and heads for the deadly Federation blockade.

INT. NABOO SPACECRAFT - COCKPIT

The PILOT, RIC OLIE, navigates toward the massive battleship,

QUI-GON and Capt. Panaka watch.

RIC OLIE

...our communications are still

jammed.

INT. NABOO SPACECRAFT - DROID HOLD

JAR JAR is led into a low, cramped doorway by OBI-WAN.

OBI-WAN

Now stay here, and keep out of

trouble.

OBI-WAN closes the door. JAR JAR looks around and sees a

long row of five short, dome-topped ASTRO DROIDS (R-2 units).

The all look alike, except for thier paint color, and they

all seem to be shut down.

JAR JAR

Ello, boyos.

(no response)

Disa wanna longo trip...hey?

JAR JAR taps a bright red R-2 UNIT on the head, and its head

pops up a bit.  He lets out a gasp as he lifts the head.

JAR JAR

Tis opens?...Oooops!

Many springs and things come flying out.

JAR JAR quickly closes it again, very embarrassed.

JAR JAR

Yoi! Just yoken!

EXT. SPACE BATTLE

The Naboo Spacecraft, surrounded by explosions, head even

closer to the massive Federation battle ships.

INT.NABOO SPACECRAFT - COCKPIT

RIC OLIE

There's the blockade, hang on.

Alarm sounds fill the Cockpit as Obi-Wan enters.

RIC OLIE

The shield generator's been hit. Our

deflector shields can't withstand

this. Power down... Hopefully the

repair droids can fix it.

INT. NABOO SPACECRAFT - DROID HOLD

The lights go on, and all the Droids are activated. Droids

rush to an exterior air lock, except for the red one, who

runs into a wall. JAR JAR holds on for dear life.

One Little blue Astro Droid, who is especially dedicated,

lets out a loud screech as he passes JAR JAR, causing the

Gungan to jump.

The little Droid enters an air lock and is ejected onto the

exterior of the ship.

CAPT. PANAKA

Stay on course!

QUI-GON

Do you have a cloaking device?

CAPT. PANAKA

No, this is not a warship, we have

no weapons. We're a non- violent

people, that is why the Federation

was brave enough to attack us.

RIC OLIE

We won't make it. The shields are

gone.

EXT. NABOO SPACECRAFT - FEDERATION BATTLESHIP

The Droids pop onto the exterior of the Naboo Spacecraft;

the ship races across the surface of the massive Federation

Battleship, as its guns blast two Astro Droids to pieces.

OBI-WAN

We're losing droids fast.

CAPT. PANAKA

If they can't get those shield

generators fixed we will be sitting

ducks.

RIC OLIE

The shields are gone.

EXT. NABOO SPACECRAFT - ENGINES

The Federation Battleship blows away one more Atro Droid.

The blue Droid connects some wires, causing sparks to fly.

RIC OLIE

Powers back! That little droid did

it. He bypassed the main power drive.

Deflector shield up, at maximum.

The lone BLUE DROID finishes his repairs and goes back into

the ship. The Naboo spacecraft races away from the Federation

battleship.

RIC OLIE

There's not enough power to get us

to Coruscant...the hyperdrive is

leaking.

QUI-GON

We'll have to land somewhere to refuel

and repair the ship.

QUI-GON studies a star chart on a monitor.

OBI-WAN

Here, Master. Tatooine... It's small,

out of the way, poor... The Trade

Federation has no presence there.

CAPT. PANAKA

How can you be sure?

QUI-GON

It's controlled by the Hutts...

CAPT. PANAKA

The Hutts??

OBI-WAN

It's risky... but there's no

alternative.

CAPT. PANAKA

You can't take Her Royal Highness

there! The Hutts are gangsters... If

they discovered her...

QUI-GON

...It would be no different than if

we landed on a system controlled by

the Federation... except the Hutts

aren't looking for her, which gives

us an advantage.

CPATAIN PANAKA takes a deep breath in frustration.

EXT. SPACE - NABOO SPACECRAFT (FX)

The Naboo spacecraft races away.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

NUTE and RUNE sit around a conference table with a hologram

of DARTH SIDIOUS.

NUTE

We control all the cities in the

North and are searching for any other

settlements...

DARTH SIDIOUS

Destroy all high-ranking officials,

Viceroy... slowly... quietly. And

Queen Amidala, has she signed the

treaty?

NUTE

She has disappeared, My Lord. One

Naboo cruiser got pat the blockade.

DARTH SIDIOUS

Viceroy, find her! I want that treaty

signed.

NUTE

My Lord, it's impossible to locate

the ship. It's out of our range.

DARTH SIDIOUS

...not for a Sith...

A second SITH LORD appears behind DARTH SIDIOUS.

DARTH SIDIOUS

...Viceroy, this is my apprentice.

Lord Maul. He will find your lost

ship.

NUTE

Yes, My Lord.

The hologram fades off.

NUTE

This is getting out of hand...now

there are two of them.

RUNE

We should not have made this bargain.

What will happen when the Jedi become

aware of these Sith Lords?

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

QUI-GON, OBI-WAN, Capt. Panaka, and the LITTLE BLUE DROID

stand before QUEEN AMIDALA and her THREE HANDMAIDENS, PADME,

EIRTAE and RABE.

CAPT. PANAKA

...An extremely well put together

little droid. Without a doubt, it

saved the ship, as well as our lives.

AMIDALA

It is to be commended... what is its

number?

The LITTLE BLUE DROID lets out a series of bleeps. Capt.

Panaka leans over and scrapes some dirt off of the side of

the DROID and read the number:

CAPT. PANAKA

R2-D2, Your Highness.

AMIDALA

Thank you, Artoo Detoo. You have

proven to be very loyal... Padme!

PADME bows before the QUEEN.

AMIDALA

Clean this droid up the best you

can. It deserves our gratitude...

(to Panaka)

Continue, Captain.

Capt. Panaka looks nervously to OBI-WAN and QUI-GON.

QUI-GON

Yor Highness, we are heading for a

remote planet called Tatooine. It is

a system far beyond the reach of the

Trade Federation. There we will be

able to make needed repairs, then

travel on to Coruscant.

CAPT. PANAKA

Your Highness, Tatooine is very

dangerous.  It's controlled by an

alliance of gangs called the Hutts.

I do not agree with the Jedi on this.

QUI-GON

You must trust my judgement, Your

Highness.

AMIDALA and PADME exchange looks. PADME moves next to the

DROID.

INT. NABOO SPACECRAFT - MAIN AREA

PADME sits in the Main Area, cleaning R2-D2, the brave little

Astra Droid.  JAR JAR pops out of an open door.

JAR JAR

Hidoe!

Both PADME and ARTOO jump and let out a little SCREAM. The

Gungan is embarrassed that he frightened them.

JAR JAR

Sorry, nomeanen to scare yousa.

PADME

That's all right.

JAR JAR

I scovered oily back dare. Needen

it?

PADME

Thank you. This little guy is quite

a mess.

JAR JAR hands PADME the oil can.

JAR JAR

Mesa Ja Ja Binksss...

PADME

I'm Padme, I attend Her Highness,

You're a Gungan, aren't you?

(Jar Jar nods)

How did you end up here with us?

JAR JAR

Me no know... mesa day starten pitty

okeyday witda brisky morning munchen.

Den boom... getten berry skeered, un

grabbed dat Jedi, and before mesa

knowen it... pow! Mesa here.

(he shrugs)

...getten berry berry skeered.

ARTOO BEEPS a sympathetic beep.

INT. NABOO SPACECRAFT - COCKPIT

OBI-WAN, QUI-GON, and Capt. Panaka watch over RIC OLIE'S

shoulder. A large yellow planet appears directly ahead.  RIC

OLIE searches his scopes.

OBI-WAN

That's it. Tatooine.

RIC OLIE

There's a settlement...a spaceport,

looks like.

QUI-GON

Land near the outskirts. We don't

want to attract any attention.

EXT. TATOOINE - SPACE (FX)

The ship heads toward the planet of Tatooine.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY (FX)

The Naboo spacecraft lands in the desert in a swirl of dust.

The spaceport of Mos Espa is seen in the distance.

EXT. NABOO SPACECRAFT - MAIN AREA

OBI-WAN is hoisting the hyperdrive out of a floor panel. JAR

JAR rushes up to him and falls to his knees.

JAR JAR

Obi-Wan, sire, pleeese, no mesa go!

OBI-WAN

Sorry, Qui-Gon's right. You'll make

things less obvious.

JAR JAR walks back to ARTOO in the hallway as QUI-GON (dressed

as a farmer) enters the main area.

OBI-WAN

The Hyperdrive generator is gone. We

will need a new one.

QUI-GON moves closer to OBI-WAN and speaks quietly to him.

QUI-GON

Don't let them send ant transmissions.

Be wary... I sense a disturbance in

the Force.

OBI-WAN

I fell it also, Master.

QUI-GON goes into the hallway to meet up with ARTOO and JAR

JAR. They head to the exit ramp.

EXT. TATOOINE - DESERT - SPACESHIP - DAY

They start their trek across the desert toward the city of

Mos Espa.  In the distance, a strange looking caravan makes

its way toward the spaceport.

JAR JAR

Dis sun doen murder tada skin.

From the spaceship, Capt. Panaka and PADME run toward them.

CAPT. PANAKA

Wait!

QUI-GON stops as they catch up. PADME is dresses in rough

peasant's garb.

CAPT. PANAKA

Her Highness commands you to take

her handmaiden with you. She wishes

for her to observe the local...

QUI-GON

No more commands from Her Highness

today, Captain. This spaceport is

not going to be pleasant...

CAPT. PANAKA

The Queen wishes it. She is curious

about this planet.

PADME

I've been trained in defense... I

can take care of myself.

CAPT. PANAKA

Don't make me go back and tell her

you refuse.

QUI-GON

I don't have time to argue. But this

is not a good idea. Stay close to

me.

He gives PADME a stern look.

EXT. MOS ESPA - STREET - DAY

The little GROUP walks down the main street of Mos Espa.

They pass dangerous looking citizens of all types. PADME

looks around in awe at this exotic enviroment.

QUI-GON

...moisture farms for the most part,

but also a few indigenous tribes and

scavengers. The few spaceports like

this one are havens for those who do

not wish to be found...

PADME

....like us.

JAR JAR is in a constant state of panic.

ARTOO whistles along, with perfect confidence.

JAR JAR

Dissen berry berry bad.

(steps in ooze)

Ooooh...icky...icky...goo.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The GROUP comes to a little plaza surrounded by several junk

spaceship dealers.

QUI-GON

We'll try one of the smaller dealers.

They head for a little junk shop that has a huge pile of

broken spaceships stacked up behind it.

INT. WATTO'S JUNK SHOP - DAY

QUI-GON, JAR JAR, PADME, and ARTOO enter the dingy junk shop

and are greeted by WATTO, a pudgy blue alien who flies on

short little wings like a hummingbird.

WATTO (SUBTITLED)

Hi chuba da naga?

(What do you want?)

QUI-GON

I need parts for a J-type 327 Nubian.

WATTO

Ah yes, ah yes. Nubian. We have lots

of that. What kinda junk?

(subtitled)

Peedenkel! Naba dee unko

(Boy, get in here! Now!)

QUI-GON

My droid here has a readout of what

I need.

A disheveled boy, ANAKIN SKYWALKER, runs in from the junk

yard.  He is about nine years old, very dirty, and dressed

in rags. WATTO raises a hand, and ANAKIN flinches.

WATTO (SUBTITLED)

Coona tee-tocky malia?

(What took you so long?)

ANAKIN (SUBTITLED)

Mel tassa cho-passa...

(I was cleaning the bin like you...)

ANAKIN (SUBTITLED)

WATTO (SUBTITLED)

Chut-Chut! Ganda doe wallya.

(Never mind! Watch the store)

Me dwana no bata.

(I've got some selling to do here.)

(to Gui-Gon)

Soooo, let me take- a thee out back.

Ni you'll find what you need.

ARTOO and QUI-GON follow WATTO toward the junk yard, leaving

JAR JAR with PADME and the young boy ANAKIN. JAR JAR picks

up a gizmo, trying to figure out its purpose. QUI-GON takes

the part out of his hand and puts it back.

QUI-GON

Don't touch anything.

JAR JAR makes a rude face to QUI-GON's back and sticks out

his long tongue.

ANAKIN sits on the counter, pretending to clean a part,

staring at PADME.

She is the most beautiful creaure he has ever seen in his

life. PADME is a little embarrassed by his stare, but she

musters up an amused smile.

Finally, he gets the courage to speak.

ANAKIN

Are you an angel?

PADME

What?

ANAKIN

An angel.  I've heard the deep space

pilots talk about them. They live on

the Moons of Iego I thimk. They are

the most beautiful creatures in the

universe.  They are good and kind,

and so pretty they make even the

most hardened spice pirate cry.

PADME looks at him, not knowing what to say. PADME : I've

never heard of angels.

ANAKIN

You must be one...maybe you just

don't know it.

PADME

You're a funny little boy. How do

you know so much?

ANAKIN

Since I was very little, three, I

think. My Mom and I were sold to

Gardulla the Hutt, but she lost us,

betting on the Podraces, to Watto,

who's a lot better master than

Gardulla, I think.

PADME

You're... a slave?

ANAKIN looks at PADME defiantly.

ANAKIN

I am a person! My name is Anakin.

PADME

I'm sorry. I don't fully understand.

(looking around)

This is a strange world to me.

ANAKIN studies her intently.

ANAKIN

You are a strange girl to me.

JAR JAR pushes the nose on what appears to be a LITTLE DROID,

and it instantly comes to life, grows legs and arms, and

starts marching around, knocking over everything. JAR JAR

hold on but can't stop it.

ANAKIN

Hit the nose!

JAR JAR hits the nose, and the DROID collapses back into its

original state. ANAKIN and PADME laugh. ANAKIN watches PADME

straighten her hair.

EXT. WATTO'S JUNK YARD - BEHIND SHOP - DAY

WATTO reads a small portable monitor he is holding. He stands

before a hyperdrive.

WATTO

...Here it is...a T-14 hyperdrive

generator!! Thee in luck, I'm the

only one hereabouts who has one...but

thee might as well buy a new ship.

It would be cheaper, I think...Sying

of which, how's thee going to pay

for all this?

QUI-GON

I have 20,000 Republic dataries.

WATTO

Republic credits?!?  Republic credits

are no good out here. I need something

more real...

QUI-GON

I don't have anything else.

(raising his hand))

But credits will do fine.

WATTO

No they won'ta.

QUI-GON, using his mind power, waves his hand again.

QUI-GON

Credits will do fine.

WATTO

No, they won'ta. What you think you're

some kinda Jedi, waving your hand

around like that? I'm a Toydarian.

Mind tricks don'ta work on me-only

money. No money, no parts! No deal!

And no one else has a T-14 hyperdrive,

I promise you that.

INT. WATTO'S JUNK SHOP - DAY

JAR JAR pulls a part out of a stack of parts to inspect it,

and they all come tumblimg down. He struggles to catch them,

only to knock more down.

ANAKIN and PADME are oblivious.

ANAKIN

...wouldn't have lasted long if I

weren't so good at fixing things.

I'm making my own droid...

QUI-GON hurries into the shop, followed by ARTOO.

QUI-GON

We're leaving.

JAR JAR follows QUI-GON. PADME gives ANAKIN a loving look.

PADME

I'm glad I met you, ...ah...

ANAKIN

...Anakin.

PADME

Anakin.

ANAKIN

Anakin Skywalker.

PADME

Padme Naberrie.

PADME turns, and ANAKIN looks sad as he watches her leave.

ANAKIN

I'm glad I met you too.

WATTO enters the junk yard, shaking his head.

WATTO (SUBTITLED)

Ootmians! Tinka me chasa hopoe ma

booty na nolia.

(Outlanders! They think because we

live so far from the center, we don't

know nothing.)

ANAKIN (SUBTITLED)

La lova num botaffa.

(They seemed nice to me.)

WATTO (SUBTITLED)

Fweepa niaga. Tolpa da bunky dunko.

(Clean the racks, then you can go

home.)

ANAKIN lets out a "yipee" and runs out the back.

EXT. MOS ESPA - STREET - ALCOVE - DAY

QUI-GON, ARTOO, JAR JAR, and PADME have found a quiet spot

between two buildings. The busy street beyond is filled with

dangerous looking creatures. QUI-GON is talking on his com-

link, while JAR JAR nervously watches the street. OBI-WAN is

in the main hold of the Naboo craft.

QUI-GON

...Obi-Wan, you're sure there isn't

anything of value left on board?

OBI-WAN (V.O.)

A few containers of supplies, the

Queen's wardrobe, maybe. Not enough

for you to barter with. Not in the

ammounts you're talking about.

QUI-GON

All right. Another solution will

present itself. I'll check back.

QUI-GON puts his comlink away and starts out into the main

street. JAR JAR grabs his arm.

JAR JAR

Noah gain...da beings hereabouts

cawazy. Wesa be robbed un crunched.

QUI-GON

Not likely. We have nothing of value,

that's our problem.

EXT. MOS ESPA - STREET - MARKET - DAY

QUI-GON, PADME, JAR JAR, and ARTOO move out into the street.

JAR JAR is walking behind the others. They walk by an outdoor

cafe filled with a rough gang of aliens, one of which is

especially ugly, SEBULBA, a spider-like creature. JAR JAR

stops for a moment in front of a stall selling dead frogs

hanging on a wire. He looks around to see if anyone is

looknig, then sticks out his tongue, and gets hold of one,

pulling it into his mouth.

Unfortunately, the frog is tied tightly to the wire. The

vendor suddenly appears.

VENDOR

Hey, that will be seven truguts!!

JAR JAR opens his mouth in surprise, and the frog snaps away,

ricochets around the market, and lands in Sebulba's soup,

splashing him. As JAR JAR moves away from the VENDOR, SEBULBA

jumps up on the table and grabs the hapless Gungan.

SEBULBA (SUBTITLED)

Chuba!!

(You!!)

JAR JAR

Who, mesa??

SEBULBA (SUBTITLED)

Ni chuba na??

(Is this yours??)

SEBULBA holds the frog up to the Gungan threateningly. SEVERAL

OTHER CREATURES start to gather. SEBULBA shoves JAR JAR to

the ground. The Gungan desperately tries to scramble to

safety.

JAR JAR

(to himself)

Why mesa always da one??

ANAKIN (O.S.)

Because you're afraid.

JAR JAR turns to see ANAKIN pushing his way next to him. The

boy stands up to SEBULBA in a very self-assured way.

ANAKIN (SUBTITLED)

Chess ko, Sebulba...Coo wolpa tooney

rana.

(Careful, Sebulba...This one's very

connected.)

SEBULBA stops his assault on JAR JAR and turns to ANAKIN.

SEBULBA (SUBTITLED)

Tooney rana nu pratta dunko, shag.

(Connected?? Whada you mean, slave?)

ANAKIN (SUBTITLED)

Oh da Hutt...cha porko ootman

geesa...me teesa rodda co pana pee

choppa chawa.

(As in Hutt...big time outlander,

this one... I'd hate to see you diced

before we race again.)

SEBULBA (SUBTITLED)

Neek me chowa, wermo, mo killee ma

klounkee

(Next time we race, wermo, it will

be the end of you!)

Una noto wo shag, me wompity du pom

pom.

(If you weren't a slave, I'd squash

you right now.)

SEBULBA turns away.

ANAKIN (SUBTITLED)

Eh, chee bana do mullee ra.

(Yeah, it'd be a pity if you had to

pay for me.)

QUI-GON, PADME and ARTOO arrive.

ANAKIN

Hi! Your buddy here was about to be

turned into orange goo. He picked a

fight with a Dug. An especially

dangerous Dug called Sebulba.

JAR JAR

Nosir, nosir. Mesa hate crunchen.

Dat's da last ting mesa wanten.

QUI-GON

Nevertheless, the boy is right...

you were heading for trouble. Thank

you, my young friend.

PADME looks at ANAKINB and smiles; he smiles back. They start

walking down the crowded street.

JAR JAR

Mesa doen nutten!

ANAKIN

Fear attracts the fearful. He was

trying to overcome his fear by

squashing you... be less afraid.

PADME

And that works for you.

ANAKIN

To a point.

(he smiles)

EXT. TATOOINE - DESERT - SPACESHIP - DAY

OBI-WAN stands in front of the Naboo spacecraft as the wind

picks up and begins to whip at his robe. Capt. Panaka exits

the ship and joins him.

OBI-WAN

This storm's going to slow them down.

CAPT. PANAKA

It looks pretty bad. We'd better

seal the ship.

Capt. Panaka'S comlink sounds off.

CAPT. PANAKA

Yes?

(listens)

We'll be right there.

EXT. MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and the GROUP stop at a fruit stand run by a jolly,

but very poor, old lady named JIRA.

ANAKIN

How are you feeling today, Jira?

JIRA

The heat's never been kind to me,

you know, Annie!

ANAKIN

Guess what? I've found that cooling

unit I've been searching for.

It's pretty beat up, but I'll have it fixed up for you in no

time, I promise.

JIRA

You're a fine boy, Annie.

ANAKIN

I'll take four pallies today.

(to Padme)

You'll like these...

ANAKIN reaches in his pocket and comes up with three coins.

He drops one.

QUI-GON picks it up, revealing for a moment, his lightsabre.

ANAKIN

Whoops, I thought I had more... Make

thgat three, I'm not hungry.

The wind picks up. SHOP OWNERS are starting to close up their

shops as JIRA gives them their pallies.

JIRA

Gracious, my bones are aching...

storm's coming on, Annie. You'd better

get home quick.

ANAKIN

(to QUI-GON)

Do you have shelter?

QUI-GON

We'll head back to our ship.

ANAKIN

Is it far?

PADME

On the outskirts.

ANAKIN

You'll never reach the outskirts in

time... sandstorms are very, very

dangerous. Come with me. Hurry!

The GROUP follows ANAKIN as he rushes down the windy street.

EXT. MOS ESPA - SLAVE QUARTERS - STREET - SANDSTORM - DAY

The wind is blowing hard as QUI-GON, JAR JAR, and PADME follow

ANAKIN down the street and into a slave hovel.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON, JAR JAR, ARTOO, and PADME enter a small living space.

ANAKIN

Mom! Mom! I'm home.

JAR JAR

Dissen cozy.

Anakin's mother, SHMI SKYWALKER, a warm, friendly woman of

forty, enters from her work area and is startled to see the

room full of people.

SHMI

Oh, my!! Annie, what's this?

ANAKIN

These are my friends, Mom. This is

Padme, and...gee, I don't know any

of your names.

QUI-GON

I'm Qui-Gon Jinn, and this is Jar

Jar Binks. ARTOO lets out a little

beep.

PADME

...and our droid, Artoo-Detoo.

ANAKIN

I'm building a droid. You wanna see?

SHMI

Anakin! Why are they here?

ANAKIN

A sandstorm, Mom. Listen.

The wind HOWLS outside.

QUI-GON

Your son was kind enough to offer us

shelter.

ANAKIN

Come on! Let me show you Threepio!

ANAKIN leads PADME into the other room. ARTOO follows, beeping

all the way.

QUI-GON takes five small capsules from his utility belt and

hands them to SHMI.

QUI-GON

I have enough food for a meal.

SHMI

Oh, thank you. Thank you so much.

I'm sorry if I was abrupt. I'll never

get used to Anakin's surprises.

QUI-GON

He's a very special boy.

SHMI looks at him as if he's discovered a secret.

SHMI

Yes, I know.

INT. ANAKIN'S HOVEL - BEDROOM - DAY

ANAKIN shows off his ANDROID, which is lying on his workbench.

There is one eye in the head; the body, arms, and legs have

no outer coverings.

ANAKIN

Isn't he great?! He's not finished

yet.

PADME

He's wonderful!

ANAKIN

You reall like him? He's a protocol

droid...to help Mom. Watch!

ANAKIN pushes a switch, and the DROID sits up. Anakin rushes

around, grabs an eye and puts it in one of the sockets.

THREEPIO

How do you do, I am See-Threepio,

Human Cyborg Relations. How might I

serve you?

PADME

He's perfect.

ANAKIN

When the storm is over, you can see

my racer. I'm building a Podracer!

PADME smiles at his enthusiasm. ARTOO lets out a flurry of

beeps and whistles.

THREEPIO

I beg your pardon... what do you

mean I'm naked?

ARTOO BEEPS

THREEPIO

My parts are showing? Oh, my goodness.

How embarrassing!

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

AMIDALA, EIRTAE, RABE, and OBI-WAN watch a very bad

transmission of a SIO BIBBLE hologram.

BIBBLE

...cut off all food supplies until

you return... the death toll is

catastrophic... we must bow to their

wishes, Your Highness...Please tell

us what to do! If you can hear us,

Your Highness, you must contact me...

AMIDALA looks upset...almost nervous.

OBI-WAN

It's a trick. Send no reply... Send

no transmission of any kind.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON listens to his comlink. OBI-WAN is in the cockpit.

OBI-WAN

...the Queen is upset... but absolutly

no reply was sent.

QUI-GON

It sounds like bait to establish a

connection trace.

OBI-WAN

What if it is true and the people

are dying?

QUI-GON

Either way, we're running out of

time.

EXT. CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT

DARTH SIDIOUS and DARTH MAUL look out over the vast city.

DARTH MAUL

Tatooine is sparsely populated. If

the trace was correct, I will find

them quickly, Master.

DARTH SIDIOUS

Move against the Jedi first... you

will then have no difficulty taking

the Queen back to Naboo, where she

will sign the treaty.

DARTH MAUL

At last we will reveal ourselves to

the Jedi. At last we will have

revenge.

DARTH SIDIOUS

You have been well trained, my young

apprentice, they will be no match

for you. It is too late for them to

stop us now. Everything is going as

planned. The Republic will soon be

in my command.

The hologram of DARTH MAUL fades off as DARTH SIDIOUS looks

out over the city.

EXT. MOS ESPA - SANDSTORM - DAY

The giant sandstorm engulfs the town, including the Naboo

spaceship on the outskirts of the city center, where Watto's

ship is; and the slave quarters, where drifts of sand begin

building up against Anakin's house.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON, ANAKIN, SHMI, JAR JAR, and PADME are seated around

a makeshift table, having dinner as the wind howls outside.

JAR JAR slurps his soup rather loudly. Everyone looks at

him. He turns a little brighter red.

SHMI

All slaves have transmitters placed

inside their bodies somewhere.

ANAKIN

I've been working on a scanner to

try and locate them, but no luck.

SHMI

Any attempt to escape...

ANAKIN

...and they blow you up...poof!

PADME and JAR JAR are horrified.

JAR JAR

How wude.

PADME

I can't believe there is still slavery

in the galaxy. The Republic's anti-

slavery laws...

SHMI

The Republic doesn't exist out here...

we must survive on our own.

An awkward silence. ANAKIN attempts to end the embarrassment.

ANAKIN

Have you ever seen a Podrace?

PADME shakes her head no. She notices the concern of SHMI.

JAR JAR snatches some food from a bowl at the other end of

the table with his tongue.

QUI-GON gives him a dirty look.

QUI-GON

They have Podracing on Malastare.

Very fast, very dangerous.

ANAKIN

I'm the only human who can do it.

SHMI looks at her son.

ANAKIN

Mom, what? I'm not bragging. It's

true. Watto says he's never heard of

a human doing it.

QUI-GON

You must have Jedi reflexes if you

race Pods.

ANAKIN smiles. JAR JAR attempts to snare another bit of food

from the bowl with his tongue, but QUI-GON, in a flash, grabs

it between his thumb and forefinger. JAR JAR is startled.

QUI-GON

Don't do that again.

JAR JAR tries to acknowledge with some silly mumbling. QUI-

GON lets go of the tongue, and it snaps back into JAR JAR's

mouth.

ANAKIN

I... I was wondering... something...

QUI-GON

What?

ANAKIN

Well, ahhh... you're a Jedi Knight,

aren't you?

QUI-GON

What makes you think that?

ANAKIN

I saw your laser sword. Only Jedi

carry that kind of weapon.

QUI-GON leans back and slowly smiles.

QUI-GON

Perhaps I killed a Jedi and stole it

from him.

ANAKIN

I don't think so... No one can kill

a Jedi Knight.

QUI-GON

I wish that were so...

ANAKIN

I had a dream I was a Jedi. I came

back here and freed all the slaves...

have you come to free us?

QUI-GON

No, I'm afraid not...

ANAKIN

I think you have... why else would

you be here?

QUI-GON thinks for a moment.

QUI-GON

I can see there's no fooling you...

(leans forward)

You mustn't let anyone know about

us... we're on our way to Coruscant,

the central system in the Republic,

on a very important mission, and it

must be kept secret.

ANAKIN

Coruscant... wow... how did you end

up here in the outer rim?

PADME

Our ship was damaged, and we're

stranded here until we can repair

it.

ANAKIN

I can help! I can fix anything!

QUI-GON

I believe you can, but our first job

is to aquire the parts we need...

JAR JAR

Wit no-nutten mula to trade.

PADME

These junk dealers must have a

weakness of some kind.

SHMI

Gambling. Everything here revolves

around betting on those awful races.

QUI-GON

Podracing... Greed can be a powerful

ally.. if it's used properly.

ANAKIN

I've built a racer! It's the fastest

ever... There's a big race tomorrow,

on Boonta Eve. You could enter my

pod. It's all but finished...

SHMI

Anakin, settle down. Watto won't let

you...

ANAKIN

Watto doesn't know I've built it.

(to Qui-Gon))

You could make him think it's your's,

and you could get him to let me pilot

it for you.

QUI-GON looks to SHMI. She is upset.

SHMI

I don't want you to race, Annie...

It's awful. I die every time Watto

makes you do it.

ANAKIN

But Mom, I love it... and they need

help... they're in trouble. The prize

money would more than pay for the

parts they need.

JAR JAR

Wesa ina pitty bad goo.

GUI-GON

Your mother's right. Is there anyone

friendly to the Republic who might

be able to help us?

SHMI shakes her head no.

ANAKIN

We have to help them, Mom...you said

that the biggest problem in the

universe is no one helps each other...

SHMI

Anakin, don't...

JAR JAR belches. There is silence for a moment as they eat.

PADME

I'm sure Qui-Gon doesn't want to put

your son in danger. We will find

another way...

SHMI

No, Annie's right, there is no other

way... I may not like it, but he can

help you... he was meant to help

you.

ANAKIN

Is that a yes? That is a yes!

The storm continues to rage outside the slave hovel.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The storm has passed. VENDORS and STREET PEOPLE clean up the

mess and rebuild their food stalls.  JAR JAR sits on a box

in front of Watto's parts shop, watching all the activity

with growing nervousness. ARTOO is standing next to him.

PADME stops QUI-GON as he is about to enter the shop.

PADME

Are you sure about this? Trusting

our fate to a boy we hardly know.

The Queen will not approve.

QUI-GON

The Queen does not need to know.

PADME

Well, I don't approve.

QUI-GON turns and starts into the shop.

INT. WATTO'S JUNK SHOP - DAY

WATTO and ANAKIN are in the middle of an animated discussion

in Huttese.

WATTO

Patta go bolla!

ANAKIN

No batta!

WATTO

Pedunky. Maa kee cheelya.

ANAKIN

Bayno, Bayno!

QUI-GON walks in, and WATTO and ANAKIN join him.

WATTO

The boy tells me you wanta sponser

hi insa race. You can't afford parts.

How can you do this? Not on Republic

credits, I think.

(he laughs)

QUI-GON

My ship will be the entry fee.

QUI-GON pulls a small object that looks like a watch out of

his pocket, and a hologram of the Naboo spacecraft appears

about a foot long in front of WATTO. He studies it.

WATTO

Not bad... not bad... a Nubian.

QUI-GON

It's in good order, except for the

parts we need.

WATTO

...but what would the boy ride? He

smashed up my Pod in the last race.

It will take some time to fix it.

ANAKIN is embarrassed and steps forward.

ANAKIN

Ahhhh....it wasn't my fault really...

Sebulba flashed me with his vent

ports. I actually saved the Pod...

mostly.

WATTO

(laughing))

That you did. The boy is good, no

doubts there.

QUI-GON

I have... acquired a Pod in a game

of chance. "The fastest ever built."

WATTO

I hope you didn't kill anyone I know

for it.

(laughs))

So, you supply the Pod and the entry

fee; I supply the boy. We split the

winnings fifty-fifty, I think.

QUI-GON

Fifty-fifty!?! If it's going to be

fifty-fifty, I suggest you front the

cash for the entry. If we win, you

keep all the winnings, minus the

cost of the parts I need... If we

lose, you keep my ship.

WATTO thinks about this. ANAKIN tries not to be nervous.

QUI-GON

Either way, you win.

WATTO (SUBTITLED)

Deal! Yo bana pee ho-tah, meedee ya.

(Your friend is a follish one,

methinks.)

EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY

OBI-WAN stands outside the Naboo spacecraft, speaking into

his comlink.

QUI-GON is on the back porch of the hovel.

OBI-WAN

What if this plan fails, Master? We

could be stuck here for a long time.

QUI-GON (V.O.)

A ship without a power supply will

not get us anywhere, and there is

something about this boy...

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

QUI-GON puts the comlink away as SHMI comes onto the porch

PADME, ANAKIN, JAR JAR, and ARTOO work on the engines of the

Podracer in the courtyard below.

QUI-GON

You should be proud of your son. He

gives without any thought of reward.

SHMI

He knows nothing of greed. He has...

QUI-GON

He has special powers.

SHMI

Yes...

QUI-GON

He can see things before they happen.

That's why he appears to have such

quick reflexes. It is a Jedi trait.

SHMI

He deserves better than a slave's

life.

QUI-GON

The Force is unusally strong with

him, that much is clear. Who was his

father?

SHMI

There was no father, that I know

of... I carried him, I gave him

birth... I can't explain what

happened. Can you help him?

QUI-GON

I'm afraid not. Had he been born in

the Republic, we would have identified

him early, and he would have become

Jedi, no doubt...he has the way.

But it's too late for him now, he's

too old.

EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - DAY

KITSTER (a young boy about Anakin's age), SEEK (a boy of

ten), AMEE (a girl of six), and WALD (a Greedo Type, six

years old) join ANAKIN, JAR JAR, ARTOO, and PADME securing

some wiring.

ANAKIN

Padme and Jar Jar, this is my friend

Kitster, and Seek, Amee, and Wald.

All whistle, hoot, and speak a greeting.

KITSTER

Wow, a real Astro Droid...how'd you

get so lucky?

ANAKIN

This isn't the half of it. I'm entered

in the Boonta Race tomorrow!

KITSTER

What? With this??

WALD (SUBTITLED)

Annie, Jesko na joka.

(You are such a joke, Annie.)

AMEE

You've been working on that thing

for years. It's never going to run.

SEEK

Come on, let's go play ball. Keep it

up, Annie, and you're gonna be bug

squash.

SEEK, WALD, and AMEE take off, laughing. JAR JAR is fiddling

with one of the energy binder plates.

ANAKIN

Hey! Jar Jar! Stay away from those

energy binders...

JAR JAR

Who, mesa?

ANAKIN

If your hand gets caught in that

beam, it will go numb for hours.

JAR JAR peeks at the energy plate; it makes a little

electronic pop, zaps him in the mouth and jumps back. JAR

JAR tries to say something, but his mouth is numb and his

words are garbled.

JAR JAR

Ouch-dats muy bigo Oucho.

(gibberish)

KITSTER

But you don't even know if this thing

will run.

ANAKIN

It will.

QUI-GON approaches the GROUP and gives ANAKIN a small battery.

JAR JAR gets his hand caught in the afterburner and tries to

tell Anakin, but can't get words out that make sense.

QUI-GON

I think it's time we found out. Use

this power charge.

ANAKIN

Yes, sir!!

ANAKIN jumps into the little capsule behind the two giant

engines. He puts the power pack back into the dashboard.

EVERYONE backs away, except for JAR JAR who calls for help.

Finally PADME frees him and the engines ignite with a ROAR.

EVERYONE cheers.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

SHMI, watching from the porch, smiles sadly.

EXT. SLAVE QUARTERS - BALCONY - NIGHT

ANAKIN sits on the balcony rail of his hovel as QUI-GON tends

to a cut. The BOY leans back to look at the vast blanket of

stars in the sky.

QUI-GON

Sit still, Annie. Let me clean this

cut.

ANAKIN

There are so many! Do they all have

a system of planets?

QUI-GON

Most of them.

ANAKIN

Has anyone been to them all?

QUI-GON

(laughs)

Not likely.

ANAKIN

I want to be the first one to see

them all... Ouch!

QUI-GON wipes a patch of blood off ANAKIN'S arm.

QUI-GON

There, good as new...

SHMI yells from inside the hovel.

SHMI (O.S.)

Annie, bedtime!

QUI-GON scrapes ANAKIN's blood onto a comlink chip.

ANAKIN

What are you doing?

QUI-GON

Checking your blood for infections.

ANAKIN

I've never seen...

SHMI (O.S.)

Annie! I'm not goiung to tell you

again!

QUI-GON

Go on, you have a big day tomorrow.

(beat)

Goodnight.

ANAKIN rolls his eyes and runs into the hovel. QUI-GON takes

the blood stained chip and inserts it into the comlink, then

calls OBI-WAN.

QUI-GON

Obi-Wan...

OBI-WAN

Yes, Master.

QUI-GON

Make an analysis of this blood sample

I'm sending you.

OBI-WAN

Wait a minute...

QUI-GON

I need a midi-chlorian count.

OBI-WAN

All right. I've got it.

QUI-GON

What are your readings?

OBI-WAN

Something must be wrong with the

transmission.

QUI-GON

Here's a signal check.

OBI-WAN

Strange. The transmission seems to

be in good order, but the reading's

off the chart... over twenty thousand.

QUI-GON

(almost to himself)

That's it then.

OBI-WAN

Even Master Yoda doesn't have a midi-

chlorian count that high!

QUI-GON

No Jedi has.

OBI-WAN

What does it mean?

QUI-GON

I'm not sure.

The JEDI KNIGHT looks up and sees SHMI in the doorway watching

him.

Embarrassed, she goes back into the kitchen while QUI-GON

ponders the situation.

EXT. TATOOINE - DESERT MESA - NIGHT

The sinister looking Sith spacecraft lands on top of a desert

mesa at dus, scattering a herd of banthas. DARTH MAUL walks

to the edge of the mesa and studies the landscape with a

pair of electrobinoculars. He picks out the lights of three

different cities in the distance, then pushes buttons on his

electronic armband.

Six football-sized PROBE DROIDS float out of the ship and

head off in three different directions toward the cities.

DARTH MAUL stands on the mesa and watches them through his

electrobinoculars.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - SUNRISE

Padme exits the hovel.

EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - SUNRISE

As the twin suns rise, ARTOO is busy painting the racing

Pod. ANAKIN is asleep. PADME passes ARTOO.

PADME

I hope you're about finished.

ARTOO whistles a positive reply. PADME sees KITSTER riding

toward them on an EOPIE, a strange camel-lile creature. He

is leading a second EOPIE behind him.  PADME goes over to

ANAKIN. He looks very vulnerable as he sleeps. She watches

him, then touches him on the cheek. ANAKIN wakes up, yawns,

and looks at her, a little puzzled.

ANAKIN

You were in my dream... you were

leading a huge army into battle.

PADME

I hope not, I hate fighting. Your

mother wants you to come in and clean

up. We have to leave soon.

ANAKIN stands up and stretches just as KITSTER arrives.

ANAKIN

Hook 'em up, Kitster.

(to Padme))

I won't be long. Where's Qui-Gon?

PADME

He and Jar Jar left already. They're

with Watto at the arena.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

RACE CREWS mill about outside the Main Hanger.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

The hanger is a large building with a dozen or so Podracers

being readied for the race. ALIEN CREWS and PILOTS rush about,

making last minute fixes on their vehicles. WATTO, QUI-GON,

and JAR JAR walk through the activity.

WATTO

...I want to see your spaceship the

moment the race is over.

QUI-GON

Patience, my blue friend. You'll

have your winnings before the suns

set, and we'll be far away from here.

WATTO

Not if your ship belongs to me, I

think... I warn you, no funny

business.

QUI-GON

You don't think Anakin will win?

WATTO stops before an orange racer. Sitting to one side,

having his shoulders and neck massaged by TWIN YOBANAS, is

SEBULBA.

WATTO

Don't get me wrongo. I have great

faith in the boy. He's a credit to

your race, but Sebulba there is going

to win, I think.

QUI-GON

Why?

WATTO

He always wins.

(laughs)

I'm betting heavily on Sebulba.

QUI-GON

I'll take that bet.

WATTO

(suddenly stops

laughing)

What??!! What do you mean?

QUI-GON

I'll wager my new racing pod

against... say... the boy and his

mother.

WATTO

A Pod for slaves. I don't think so...

well, poerhaps. Just one...the mother,

maybe...the boy isn't for sale.

QUI-GON

The boy is small, he can't be worth

much.

WATTO shakes his head.

QUI-GON

For the fastest Pod ever built?!

WATTO shakes his head again.

QUI-GON

Both, or no bet.

WATTO

No Pod's worth two slaves... not by

a long shot... one slave or nothing.

QUI-GON

The boy, then...

WATTO pulls out a small cube from his pocket.

WATTO

We'll let fate decide. Blue it's the

boy, red his mother...

WATTO tosses the cube down. QUI-GON lifts his hand slightly;

it turns blue.

QUI-GON smiles. WATTO is angry.

WATTO

You won the small toss, outlander,

bou you won't win the race, so... it

makes little difference.

ANAKIN and PADME enter the hanger on one of the EOPIES,

pulling an engine.  KITSTER, on the other EOPIE, is pulling

another engine. With THREEPIO walking alongside, ARTOO

trundles behind, pulling the Pod with SHMI sitting on it.

WATTO passes ANAKIN as he leaves.

WATTO (SUBTITLED)

Bonapa keesa pateeso, o wanna meetee

chobodd.

(Better stop your friends betting,

or I'll end up owning him, too.)

WATTO walks off, laughing.

ANAKIN

What did he mean by that?

QUI-GON

I'll tell you later.

ARTOO beeps at THREEPIO.

THREEPIO

Oh my! Space travel sounds rather

perilous.

ARTOO emits a series of beeps.

THREEPIO

I can assure you they will never get

me onto one of those dreadful

starships!

KITSTER

(to Anakin)

This is so wizard! I'm sure you'll

do it this time, Annie.

PADME

Do what?

KITSTER

Finish the race, of course!

PADME

You've never won a race?

ANAKIN

Well... not exactly...

PADME

Not even finished?!

ANAKN looks sheepish.

ANAKIN

...but Kitster's right, I will this

time.

QUI-GON

Of course you will.

EXT. MOS ESPA - STREET - DAY

One of Darth Maul's PROBE DROIDS slowly floats down the main

street of Tatooine. It looks in shops and studies PEOPLE as

it searches for OBI-WAN, QI-GON, or the QUEEN.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the

Tatooine desert. A large semi-circular amphitheatre that

holds at least a hundred thousand people dominates the

landscape. Large viewing platforms loom over the racetrack.

INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

A two-headed ANNOUNCER describes the scene.

FODE/BEED

A: Toogi! Toogie!

(Greetings)

Toong mee cha kulkah du Boonta magi!

tah oos azalus ooval Poddraces.

(We have perfect weather today for

the Boonta classic. The most hazardous

of all Podraces.)

B : That's absolutly right.  And a

big turnout here, from all corners

of the Outer Rim territories. I see

the contestants are making their way

out onto the starting grid.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

On the left side of the tracks across from the grandstands,

a line of Podracers emerges from the large hanger, surrounded

by several CREW MEMBERS. Pods are pulled by a wide variety

of CREATURES and are led by aliens carrying flags. The PILOTS

stand facing the royal box.

FODE/BEED (O.S.)

A : La Yma beestoo

(Yes, there they are!)

B : I see Ben Quadinaros from the

Tund system.

A : ...eh Gasgano doowa newpa Ord

Petrovia!

(And Gasgano in thenew Ord Pedrovia.)

B : Two time winner, Boles Roor...

A : Poo tula moosta, woe grane champio

Sebulba du Pixelito! Splastyleeya

bookie ookie!!  (On the front line

the reigning champion, Sebulba from

Pixelito. By far the favorite today.)

B : And a late entry, Anakin

Skywalker, a local boy.

A : Wampa peedunkee unko

( I hope he has better luck this

time.)

B : I see the flaggers are moving

onto the track.

EXT. MOS ESPA - ARENA - GRANDSTAND - DAY

Colorful canopies shade some of the SPECTATORS. VENDORS sell

barbecued creature parts and colorful drinks.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

All the PILOTS bow from the waist as JABBA THE HUTT enters

the box and waves to the crowd.

FODE/BEED

A : O grandio lust, Jabba Du Hutt,

amu intoe tah parena.

(His honor, our glorious host, Jabba

the Hutt has entered the arena.)

The crowd ROARS. SEVERAL OTHER SLUG-LIKE HUTTS follow, along

with humans and aliens. Several SLAVE GIRLS on a chain are

led alongside JABBA.

JABBA (SUBTITLED)

Chowbaso! Tam ka chee Boonta rulee

ya, kee madda hodrudda du wundee.

(Welcome!)

Sebulba tuta Pixelito...

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

SEBULBA, who is right next to ANAKIN, stands and waves to

his fans. A small pep band plays as his fans wave and cheer.

KITSTER attaches the giant engins to Anakin's Pod with a

long cable. SHMI gives ANAKIN a big hug and kiss. She looks

him right in the eye.

SHMI

Be safe.

ANAKIN

I will, Mom. I promise.

She leaves as ANAKIN checks the cable hitches.

JABBA

...Mawhonic tuta Hok, Teemto Pagalies

tuta Moonus Mandel, Anakin SKywalker

tuta Tatoonine....

The CROWD YELLS. ANAKIN waves to the crowd, as JABBA continues

with his introductions. SEBULBA moves over to one of Anakin's

engines. KITSTER and JAR JAR unhitch the EOPIES, and KITSTER

leads them away. ARTOO beeps that everything is OK. JAR JAR

pats ANAKIN on the back.

JAR JAR

Dis berry loony, Annie. May da guds

be kind, mesa palo.

PADME comes up and gives ANAKIN a little kiss on the cheeek.

SEBULBA bangs on a part protruding from Anakin's engine. He

looks around to see if anyone has noticed.

PADME

You carry all our hopes.

ANAKIN

I won't let you down.

PADME moves away as SEBULBA edges his way next to ANAKIN and

gives him a sinister grin.

SEBULBA

Bazda wahota, shag. Dobiella Nok.

Yoka to Bantha poodoo.

(You won't walk away from this one,

slave scum! You're Bantha poodoo.)

ANAKIN (SUBTITLED)

Cha skrundee da pat, sleemo.

(Don't count on it, slime-ball.)

ANAKIN looks the evil SEBULBA in the eye with a cold stare.

QUI-GON approaches, and SEBULBA backs off toward his racer.

JABBA (SUTITLED)

...Ka bazza kundee hodrudda!

(...Let the challenge begin!)

The CROWD lets out a LOUD CHEER. QUI-GON helps ANAKIN into

his Pod. The boy straps himself into the tiny racer.

QUI-GON

Are you all set, Annie?

(Anakin nods)

Remember, concentrate on the moment.

Feel. Don't think. Trust your

instincts.

(he smiles)

May the Force be with you.

QUI-GON steps away as ANAKIN puts on his goggles. The PILOTS

flip switches, and powerful energy binders shoot between the

engines. ANAKIN flips a switch, and his engine starts. The

incredible ROAR of high-powered engines igniting echoes

throughout the arena. One driver, ODY MANDRELL, yells at a

droid (DUM-4) to get away from the front of his engine.  The

crowd is tense.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

The giant power-house engines torque as the PILOTS gun them.

The PILOTS flip switches, and poerful energy binders shoot

between the engines. Aliens carrying large flags move off

the track. JAR JAR covers his eyes.

JAR JAR

Mesa no watch. Dissen ganna be messy!

FODE/BEED

A : Ya pawa culka doe rundee! (The

power couplings are being activated)

B : Hey, it looks like they're

clearing the grid.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

SHMI looks nervously to QUI-GON as he enters a veiwing

platform. PADME and JAR JAR are already on board. The platform

rises like an elevator.

SHMI

Is he nervous?

QUI-GON

He's fine.

PADME

You Jedi are far too reckless. The

Queen...

QUI-GON

The Queen trusts my judgment, young

handmaiden. You should too.

PADME

You assume too much.

EXT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

FODE/BEED

B : Start your engines.

The earth-pounding ROAR of the engines revving is deafening.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

Jabba bites off the head of a frog and spits it at a gong,

signaling the start of the race.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

On a bridge over the track, a great green light at the center

flashes. The Podracers shoot forward with a high-pitches

scream. ANAKIN'S engine floods and coughs - then dies. All

the other Podracers except one swerve around him and dissapear

down the track. The slave boy struggles to get his racer

started. The two-headed announcer reports.

FODE/BEED (O.S.)

A : An dare ovv!

(And they're off!)

B : Oh...wait. Little Skywalker has

stalled.

PADME and JAR JAR are very dissapointed with ANAKIN. QUI-GON

puts his arm around a very worried SHMI to comfort her.

Finally, Anakin's engines ignite. He zooms away after the

receeding pack of competitors, leaving one quadra-Pod racer

still trying to get started. The two-headed ANNOUNCER

describes the race as it progresses.

FODE/BEED (O.S.)

B : And there goes Skywalker... He'll

be hard pressed to catch up with the

leaders today.

EXT. MOS ESPA - RACETRACK - DAY (FX)

The Podracers fly across the desert. SEBULBA is running neck

and neck with MAWHONIC. They round the first turn in the

track, side by side.  SEBULBA drives his Pod into his rival,

forcing him into the wall of a large rock formation. MAWHONIC

crashes in a spectacular display of fire and smoke.  ANAKIN

is much faster than the back-end stragglers and passes them

easily.

One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN

tries to pass him on one side and is cut off. He then tries

to pass him on the other side ansd is cut off. As they come

up on a cliff drop-off, ANAKIN backs off, then guns it as

GASGANO goes over the cliff. ANAJIN accelerates so fast that

he sails right over the top of GASGANO and speeds away.

Four TUSKEN RAIDERS perched above the race course fire their

rifles at the Pods racing in the canyon below them. One shot

ricochets off the back of Anakin's Pod.

FODE/BEED

B : Looks like a few Tusken Riaders

have campe out on the canyon dune

turn.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

JABBA THE HUTT and the crowd watch the progress of the race

on small, hand-held view screens. JAR JAR is looking over

the shoulder of a strange alien named FANTA.

JAR JAR

Where's Skywalker?

FANTA moves the view screen out of Jar Jar's view. PADME,

SHMI, and QUI-GON watch another screen and look worried.

ARTOO, down in the pits with KITSTER, lets out a worried

sigh. The driver of the quadra-Pod looks worried.

EXT. MOS ESPA - RACETRACK - DAY (FX)

ANAKIN is powering around corners and over hills and cliffs,

passing other racers right and left. SEBULBA is in the lead.

He is being challenged by another racer, XELBREE.

SEBULBA slows a little, and as XELBREE pulls alongside, he

opens a side vent on the racer's engine and the exhaust starts

to cut through the alien's engine.

The blast cuts along the engine until finally it EXPLODES.

SEBULBA deftly veers away.

ANAKIN works his way through a dense mass of racers as they

zoom over a dune sea, kicking up dust.  His Pod shakes

violently as he goes over a jump.

One of the Podracers, ODY, catches one of his engines in the

sand, and the whole thing EXPLODES.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

QUI-GON sits quietly, meditating. PADME and SHMI search the

landscape for any sign of the racers.  JAR JAR is still

annoying FANTA for information.  The crowd SCREAMS. WATTO is

laughing with his friends, confident in Anakin's defeat.

The quadra-Pod engines start just as the racers come around

the corner. The DRIVER, BEN QUADINAROS, puts it in gear, and

the four engines go off in all directions, EXPLODING in a

spectacular display. The Pod drops to the ground as SEBULBA

enters the arena, closely followed by all the OTHER RACERS.

KITSTER strains to see as ARTOO beeps excitedly. The announcer

continues.

FODE/BEED (O.S.)

B ; There goes Quadinaros' power

couplings.

A : Sebulba! Ka pa me cheespa wata!

(Here comes Sebulba in record time.)

QUI-GON, PADME, SHMI, and JAR JAR yell for joy as ANAKIN

passes. JAR JAR is very nervous and pounds on the back of

his alien neighbor, FANTA.

JAR JAR

What gooie-on?

FANTA

Bug off.

Lap two. SEBULBA and the pack race past the main arena. The

crowd stands and YELLS as the Podracers scream off into the

distance. QUI-GON and PADME look worried.

JAR JAR

He musta crash-ud.

PADME

Here he comes!

EXT. MOS ESPA - ARENA - PIT AREA - DAY (FX)

ARTOO lets out an excited whistle, as KITSTER yells.

THREEPIO : He has to complete two more circuits? Oh dear!

EXT. MOS ESPA - RACETRACK - DAY (FX)

Sure enough, coming around the bend is ANAKIN, quickly gaining

on the pack.

The two-headed announcer describes the action. The crowd

goes wild.

FODE/BEED (O.S.)

B : It looks like Skywalker is moving

up through the field. He's in...

A : Steeth pa nagoola!

(Sixth place, not bad.)

ANAKIN continues to gain on the pack. Tension for SHMI and

PADME is unbearable.

ODY stops in the pits. Droids work on his engines. DUM-4

stands in front of the engine and is sucked in, causing the

engine to die. DUM-4 is spit out the back of the engine,

very bent up. The engine lets out one final wheeze, then

EXPLODES in a puff of smoke.

FODE/BEED (O.S.)

A : Ody Mandrell! Coona wa wunda

dunko!

(Ody Mandrell into the pits for some

attention.)

ODY

Droids!

TERTER is getting close to SEBULBA, who purposely breaks a

small part off his Pod, sending it into Terter's engine,

causing him to veer into ANAKIN, and unhooks one of the main

straps on Anakin's engines that links the Pod to his engines.

ANAKIN struggles to keep control of the little Pod. It whips

about wildly.

As the Pod swings near the broken engine strap, ANAKIN grabs

for it.

Finally, he catches the strap and manages to unhook it to

the Pod.

SEBULBA cuts the engine of OBITOKI with his side exhaust,

and the racer crashes with a cloud of dust. A THIRD RACER,

HABBA, flie into the cloud of dust and crashes into OBITOKI.

ANAKIN rounds a corner and heads into the cloud of smoke. He

hits a part of one of the engines but regains control.

FODE/BEED (O.S.)

B :At the start of the third and

final lap, Sebulba is in the lead,

closely followed by Skywalker...

ANAKIN finally catches up with SEBULBA, and runs neck and

neck over the rough terrain. JAR JAR, QUI-GON, SHMI, and

PADME all SCREAM s ANAKIN comes through the arena. The lights

in the tower indicate that this is the third and last lap.

WATTO begins to worry.

SEBULBA uses his side exhaust port to try to cut through

Anakin's engines.

ANAKIN manages to avoid having his engine disabled but is

forced off course.

FODE/BEED (O.S.)

B : Skywalker is forced onto the

service ramp!

A : Oh noah!

On a tight corner, ANAKIN dives to the inside and takes the

lead.

FODE/BEED (O.S.)

B : Amazing... a controlled thrust

and he's back on course! What a move!

SEBULBA is furious. He stay's right on Anakin's tail, crowding

him and pushing him through the turns.

SEBULBA pushes ANAKIN harder, and the young boy has a

difficult time keeping control. One of the parts on Anakin's

engines begins to shake loose. ANAKIN sees it and switches

over to an auxiliary system. While he is trying to accomplish

this maneuver, SEBULBA races past him.

ANAKIN tries to get around SEBULBA, to no avail. Every move

ANAKIN makes, SEBULBA is able to block.

Finally, ANAKIN fakes a move into the inside as he usually

does, then tries to go around SEBULBA on the outside. They

race sid by side down the final stretch of the track.

FODE/BEED (O.S.)

B : He's catching Sebulba.

A : Inkabunga.

(Incredible!)

SEBULBA veers toward ANAKIN and bangs into his Pod. He crashes

into ANAKIN over and over. The young boy struggles to maintain

control as the steering rods on the two Pods become hooked

together. SEBULBA laughs at ANAKIN.

FODE/BEED (O.S.)

B : That little human being is out

of his mind.

A : Punda tah punda!

(They're neck and neck!)

B : They're side by side!

A : Bongo du bongu!

(Shoulder to shoulder!)

As they head for the final stretch, ANAKIN fights to unlock

the steering rods by trying to pull away from SEBULBA. The

strain on the steering rod is tremendous. Suddenly, ANAKIN's

steering arm breaks, and his Pos starts spinning.

The release of tension sends SEBULBA into an ancient statue.

One engine EXPLODES, then the other.  SEBULBA skids through

the fire-balls, blackened, but unhurt. He slides to a smoking

stop, gets out of his racer, and throws what's left of a

shifter arm on the ground. Suddenly he realizes his pants

are on fire, and he struggles to put them out.  ANAKIN flies

through the EXPLOSION as the crowd stands, CHERRING.  PADME

and JAR JAR jump up and down with excitment, PADME screaming

for joy. ARTOO and KITSTER whistle hysterically. QUI-GON and

SHMI smile. ANAKIN races over the finish line, the winner.

INT. MOS ESPA - ARENA ANNOUNCERS BOX - DAY (FX)

The two-headed announcer excitedly calls the finish.

FODE/BEED

B : It's Skywalker! The crowd are

going nuts! Oh Ah Oh Ah (rock head

in tandem with partner)

EXT. MOS ESPA - ARENA - DAY

As ANAKIN stops the Podracer, KISTER turns up, and they

embrace. Hundreds of SPECTATORS join them and put ANAKIN on

their shoulders, marching off, CHEERING AND CHANTING. Darth

Maul's PROBE DROIDS move through the crowd.

INT. MOS ESPA - ARENA - PRIVATE BOX - DAY

Several ALIENS leave Watto's box, laughing and counting their

money. WATTO sees QUI-GON standing in the doorway.

WATTO

You! You swindled me! You knew the

boy was going to win! Somehow you

knew it! I lost everything.

WATTO flies up to QUI-GON and puts his face right up against

QUI-GON's.

QUI-GON simply smiles.

QUI-GON

Whenever you gamble, my freind,

eventually you'll lose. Bring the

parts to the main hanger. I'll come

by your shop later so you can release

the boy.

WATTO

You can't have him! It wasn't a fair

bet!

QUI-GON

Would you like to discuss it with

the Hutts...I'm sure they can settle

this.

WATTO

No, no! I want no more of your tricks!

Take him!

The SITH PROBE DROID watches with great interest.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

The Main Hanger is almost deserted as RACERS depart.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

JAR JAR gives ANAKIN a great hug, then PADME gives him a

hug, then SHMI.

ANAKIN

Ah, gee...enough of this...

SHMI

It's so wonderful, Annie. You have

brought hope to those who have none.

I'm so very proud of you...

PADME

We owe you everything.

ANAKIN

Just feeling this good was worth it.

In the background, QUI-GON has harnessed the EOPIES to

containers full of parts.

QUI-GON

Padme. Jar Jar, let's go, we've got

to get these parts back to the ship.

The GROUP walks over to QUI-GON and the EOPIES.

PADME climbs on behind QUI-GON. JAR JAR swings up onto the

second EOPIE, only to slwly slide off the other side. ARTOO

whistles. ANAKIN and SHMI wave as they ride off.

QUI-GON

I'll return the eopies by midday.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

ARTOO cruises ahead of QUI-GON and PADME, who are riding one

of the EOPIES; JAR JAR ridses the other. They stop in front

of the sleek Naboo spacecraft.

OBI-WAN comes out of the ship and joins them.

QUI-GON

Start getting this hyperdrive

generator installed. I'm going

back...some unfinished business. I

won't be long.

OBI-WAN

Why do I sense we've picked up another

pathetic life form...?

QUI-GON

It's the boy who's responsible for

getting those parts.

On a hill far overlooking the Naboo spacecraft, the SITH

PROBE DROID turns and speeds away.

EXT. TATOOINE - STREET - SLAVE QUARTERS - DAY

ANAKIN and A GREEDO are rolling around on the floor, fighting.

About A DOZEN OR SO KIDS are standing around them, yelling.

Suddenly, a long shadow is cast over the TWO BOYS; they stop

fighting and look up. QUI-GOMN is towering above them. KITSTER

is with them.

QUI-GON

What's this?

ANAKIN

He said I cheated.

QUI-GON

Did you?

ANAKIN

No!

QUI-GON

Do you still think he cheated?

GREEDO

Yes.

QUI-GON

Well, Annie. You know the truth...

You will have to tolerate his opinion,

fighting won't change it.

QUI-GON moves off down the street. Anakin follows. The GREEDO

wanders over to WALD who has been watching the goings-on.

WALD

Keep this up, Greedo, and you're

gonna come to a bad end.

Farther down the street QUI-GON and ANAKIN head toward

Anakin's hovel.

QUI-GON takes a handful of credits from beneath his poncho

and hands them to the boy.

QUI-GON

These are yours. We sold the Pod.

ANAKIN

(suddenly beaming))

Yes!

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

SHMI is cleaning up as ANAKIN bursts through the door,

followed by QUI-GON.

ANAKIN

Mom, he sold the Pod. Look at all

the money we have!

ANAKIN pulls a bag of coins out of his pocket.

SHMI

Oh, my goodness, That's wonderful.

QUI-GON

And Anakin has been freed.

ANAKIN

What?!?

QUI-GON

You're no longer a slave.

ANAKIN jumps for joy! SHMI is stunned.

ANAKIN

Did you hear that, Mom?

(to Qui-Gon)

Was that part of the prize, or what?

QUI-GON

Let's just say Watto has learned an

important lesson about gambling.

SHMI

Now you can make your dreams come

true, Annie. You're free!

(turns to Qui-Gon)

Will you take him with you? Is he to

become a Jedi?

QUI-GON

Our meeting was not a coincidence.

Nothing happens by accident.

(to Anakin)

You are strong with the Force, but

you may not be accepted by the Coucil.

ANAKIN

A Jedi! Mighty blasters, you mean I

get to go with you in your starship

and everything?!

QUI-GON kneels down to the boy.

QUI-GON

Anakin, training to be a Jedi will

not be a easy challenge. And if you

succeed, it will be a hard life.

ANAKIN

But it's what I want. What I've always

dreamed about. Can I go, Mom?!

QUI-GON

This path has been placed for you,

Annie; the choice to take it is yours

alone.

ANAKIN thinks, looks to his mother, then to QUI-GON.

ANAKIN

I want to go.

QUI-GON

Then, pack your things. We haven't

much time.

ANAKIN

Yipee!!

ANAKIN hugs his mom and starts for the other room, then stops.

SHMI and QUI-GON give each other a knowing look. ANAKIN has

realized something.

ANAKIN

What about Mom? Is she free too?

You're coming, aren't you, Mom

QUI-GON

I tried to free your mother, Annie,

but Watto wouldn't have it.

ANAKIN

But the money from selling...

QUI-GON

It's not nearly enough.

SHMI comes over to her son and sits next to him. Taking both

of his hands in hers, she draws him close.

SHMI

Son, my place is here. My future is

here. It is time for you to let go...

to let go of me. I cannot go with

you.

ANAKIN

I want to stay with you. I don't

want things to change.

SHMI

You can't stop change any more than

you can stop the suns from setting.

Listen to your feelings; Annie, you

know what's right.

ANAKIN takes a deep breath, drops his head. QUI-GON and SHMI

exchange a look of concern.  When ANAKIN raises up, there

are tears in his eyes.

ANAKIN

I'm going to miss you so much, Mom...

SHMI

I love you, Annie... now hurry.

ANAKIN and SHMI hug. ANAKIN runs into the other room.

SHMI

Thank you.

QUI-GON

I will watch after him. You have my

word. Will you be all right?

SHMI

He was in my life for such a short

time.

INT. ANAKIN'S HOVEL - SECOND ROOM - DAY

ANAKIN has thrown the last of his things in a small backpack.

As he leaves, he stops and pushes the button that wakes his

droid up. THREEPIO stares at him blankly.

ANAKIN

Well, Threepio, I'm free...and I'm

going away...in a starship...

THREEPIO

Master, Annie, you are my maker, and

I wish you well. Although I'd like

it better if I were a little less

naked.

ANAKIN

I'm sorry I wasn't able to finish

you, Threepio... give you coverings

and all... I'm going to miss working

on you. You've been a great pal.

I'll make sure Mom doesn't sell you

or anything. Bye.

THREEPIO stares at ANAKIN as he rushes out of the room.

THREEPIO

Sell me?!?

EXT. MOS ESPA - STREET - SLAVE QUARTERS - DAY

KITSTER runs up to ANAKIN as he and QUI-GON exit Anakin's

hovel. SHMI stands in the doorway. ANAKIN pulls a handful of

coins out of his pocket and gives them to KITSTER.

KITSTER

There are so many of us who want you

to stay, Annie... You're a hero.

ANAKIN

I...

(looks to Shmi)

I... have to go.

QUI-GON has moved a short way down the street.

KITSTER

Well.

ANAKIN

Well.

KITSTER

Thank's for every moment you've been

here. You're my best friend.

ANAKIN

I won't forget.

ANAKIN hugs KITSTER and runs toward QUI-GON, then stops to

look back at his mother standing in the doorway. He turns

back to QUI-GON, then turns and runs back to his mother.

ANAKIN

(starting to cry)

I can't do it, Mom. I just can't.

SHMI hugs ANAKIN. QUI-GON watches from the distance. She

kneels down and looks him in the face.

SHMI

Annie, remember when you climbed the

great dune in order to chase the

Banthas away so they wouldn't be

shot... Remember how you collapses

several times, exhausted thinking

you couldn't do it?

ANAKIN shakes his head.

SHMI

This is one of those times when you

have to do something you don't think

you can do. I know how strong you

are, Annie. I know you can do this...

ANAKIN

Will I ever see you again?

SHMI

What does your heart tell you?

ANAKIN

I hope so...yes...I guess.

SHMI

Then we will see each other again.

ANAKIN

I.. will become a Jedi and I will

come back and free you, Mom... I

promise.

SHMI

No matter where you are, my love

will be with you. Now be brave, and

don't look back... don't look back.

ANAKIN

I love you so much.

SHMI hugs ANAKIN, then turns him around so he is facing QUI-

GON, and off he marches, like the brave little trooper that

he is. He marches right past QUI-GON, starring right ahead,

tears in his eyes, determined not to look back.

EXT. TATOOINE - DESERT MESA - DAY

The PROBE DROID beeps and whistles to DARTH MAUL. The SITH

LORD gets on a speeder bike and follows the PROBE DROID into

Mos Espa.

EXT. MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and QUI-GON exit WATTO'S and stop before JIRA'S fruit

stand. ANAKIN hands JIRA some coins.

ANAKIN

I've been freed, and I'm going away.

Buy yourself a cooling unit with

this... Otherwise I'll worry about

you.

JIRA is astonished. She stares, not knowing what to say.

JIRA

Can I give you a hug?

ANAKIN

Sure.

She gives him a hug.

JIRA

I'll miss you, Annie... there isn't

a kinder boy in the galaxy. You be

careful...

ANAKIN runs to join QUI-GON, who has already started down

the street. As they walk along together, QUI-GON notices

something out of the corner of his eye.  Suddenly, without

breaking his stride, he ignites his laser sword, swing around,

and lunges forward and cuts a lurking PROBE DROID in half.

QUI-GON inspects the sparking and fizzing DROID.

ANAKIN

What is it?

QUI-GON

Probe droid. Very unusual... not

like anything I've seen before.

Come on.

QUI-GON and ANAKIN start running.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and ANAKIN run toward the Naboo spacecraft. ANAKIN

is having a hard time keeping up.

ANAKIN

Master Qui-Gon,sir, wait!

QUI-GON turns to answer and sees a DARK-CLOAKED FIGURE bearing

down on a speeder bike.

QUI-GON

Anakin, drop!

ANAKIN drops to the ground just as DARTH MAUL sweeps over

him. DARTH MAUL jumps off his speeder bike, and before he

has hit the ground, the Sith Lord has swund a death blow

with his laser sword that is barely blocked by QUI-GON.

ANAKIN picks himself up. The two galactic warriors, Sith and

Jedi, are bashing each other with incredible blows. They

move in a continual cloudof dust, smashing everything around

them. This is a fierce fight. ANAKIN gets up, bewildered by

the confrontation.

QUI-GON

Annie, get to the ship! Take off!

Go! Go!

QUI-GON struggles to fend off the relentless onslaught as

ANAKIN races to the ship.

INT. NABOO SPACECRAFT - HALLWAY

ANAKIN runs into the main hallway of the spaceship, where

PADME and Capt. Panaka are working.

ANAKIN

Qui-Gon's in trouble. He says to

take off...now!!

CAPT. PANAKA

Who are you?

PADME

He's a friend.

INT. NABOO SPACECRAFT - COCKPIT

Capt. Panaka, ANAKIN, and PADME rush into the cockpit where

OBI-WAN and RIC OLIE are checking the hyperdrive.

CAPT. PANAKA

Qui-Gon is in trouble, he says to

take off!

PILOT

I don't see anything.

OBI-WAN

Over there! Fly low!

In the distance is a small cloud of dust.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and DARTH MAUL continue theirsword battle. Leaping

over one another in an incredible display of acrobatics, the

two warrios hear the ship fly over them a few feet off the

ground. QUI-GON almost dissapears for a moment.  Before DARTH

MAUL knows what's happening, QUI-GON is on the spacecrat's

ramp.

EXT. TATOOINE - NABOO SPACECRAFT RAMP - DAY

The SITH LORD immediately jumps onto the ramp after QUI-GON,

but barely makes it. His heels hang over the edge of a forty-

foot drop. QUI-GON swings his laser sword with all his might

and knocks DARTH AMUL off the ramp and onto the desert floor.

The ramp closes, and the Naboo craft rockets away, leaving

the Sith Lord standing alone.

EXT. SPACE - NABOO SPACECRAFT (FX)

The sleek spacecraft rockets away from the planet Tatooine.

INT. NABOO SPACECRAFT - HALLWAY

ANAKIN and OBI-WAN rush into the hallway to find QUI-GON

collapsed on the floor opposite the entry.  ARTOO is looking

over him. The JEDI is breathing hard, wet with sweat and

covered in dirt.

ANAKIN

Are you all right?

QUI-GON

I think so... that was a surpirse I

wont soon forget.

OBI-WAN

What was it?

QUI-GON

I don't know... but he was well

trained in the Jedi arts. My guess

is he was after the Queen...

ANAKIN

Do you think he'll follow us?

QUI-GON

We'll be safe enough once we're in

hyperspace, but I have no doubt he

knows our destination.

ANAKIN

What are we going to do about it?

OBI-WAN gives ANAKIN a "who are you?" look. ANAKIN returns

an innocent stare.

QUI-GON

We will be patient. Anakin Skywalker,

meet Obi-Wan Kenobi.

ANAKIN

Pleased to meet you. Wow! You're a

Jedi too?

OBI-WAN gives the boy a skeptical look.

INT. COCKPIT - SPACE

RIC OLIE pulls back on the hyperdrive. OBI-WAN, QUI-GON, and

ANAKIN watch.

QUI-GON

Let's hope this hyperdrive works and

Watto didn't get the last laugh.

The stars streak outside the cockpit window.

EXT. SPACE - NABOO SPACECRAFT (FX)

The ship streaks into hyperspace.

EXT. THEED - STREET - NIGHT (FX)

SEVERAL FEDERATION DROIDS patrol a deserted city street. The

Palace can be seen in the distance.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE sits in a strange, mechanical walking chair, which

approaches SIO BIBBLE and SEVERAL OTHER NABOO OFFICIALS.

RUNE follows a few paces behind.

DROID GUARDS surround SIO BIBBLE and THE OTHERS as FOUR

COUNCIL MEMBERS watch.

NUTE

When are you going to give up this

pointless strike? Your Queen is lost,

your people are starving, and you,

Governor, are going to die, much

sooner than your people, I'm afraid.

Take him away!

BIBBLE

This invasion will gain you nothing.

We're a democracy. The people have

decided... They will not live under

your tyranny.

BIBBLE is taken away as OOM-9 approaches NUTE.

OOM-9

My troops are in position to begin

searching the swamps for these rumored

underwater villages... they will not

stay hidden for long.

INT. NABOO SPACECRAFT - MAIN AREA

The ship is asleep. The lights are dim as PADME walks into

the main room.

She goes to a monitor and watches the BIBBLE plea recording.

JAR JAR is stretched out on the floor, snoring. ARTOO is to

one side, cooing as he rests.

PADME appears tired. She senses someone watching her and

turns around with a start. She sees ANAKIN sitting in the

corner, shivering and looking verydejected. She goes over to

him. He looks up at her with tears in his eyes. He is holding

his arms to keep himself warm.

PADME

Are you all right?

ANAKIN

It's very cold.

PADME gives him her over-jacket.

PADME

You're from a warm planet, Annie.

Too warm for my taste. Space is cold.

ANAKIN

You seem sad.

PADME

The Queen is...worried. Her people

are suffering...dying. She must

convince the Senate to intervene,

or...I'm not sure what will happen.

ANAKIN

I'm...I'm not sure what's going to

happen to me. I dunno if I'll ever

see you again..

(he pulls something

from his pocket)

I made this for you. Sou you'd

remember me. I carved it out of a

japor snippet... It will bring you

good fortune.

ANAKIN hands a wooden pendant to PADME. She inspects it,

then puts it around her neck.

PADME

It's beautiful, but I don't need

this to remember you. Many things

will change when we reach the capital,

Annie. My caring for you will always

remain.

ANAKIN

I care for you too. Only I...miss...

ANAKIN is disturbed about something. Tears are in his eyes.

PADME

...You miss your mother.

ANAKIN looks at her, unable to speak. She hugs him.

EXT. SPACE - PLANET CORUSCANT (FX)

MOVE with the ship as it heads toward Coruscant.

INT. CORUSCANT - CITYSCAPE - NABOO SPACECRAFT - DAY (FX)

The spacecraft dlies over the endlesscityscape of Coruscant,

the capital of the galaxy.

INT. NABOO SPACECRAFT - COCKPIT

ANAKIN looks out the cockpit window in awe.

RIC OLIE

Coruscant...the capital of the

Republic...the entire planet is one

big city.

ANAKIN

Wow! It's so huge!

INT. NABOO SPACECRAFT - DAY (FX)

The ship flies through the cityscape of Coruscant.

EXT. CORUSCANT - SENATE LANDING PLATFORM - DAY

Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR

PALPATINE stand on a landing platform.

The sleek Naboo spacecraft lands on the platform high above

the street level of the galactic capital. The ramp lowers.

OBI-WAN, QUI-GON, JAR JAR and ANAKIN descend the ramp first

and bow before PALPATINE and VALORUM.

Capt. Panaka, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE,

EIRTAE, and MORE GUARDS descend the ramp. QUEEN AMIDALA stops

before the group.

ANAKIN and JAR JAR stand to one side, looking at the huge

city. PADME smiles at ANAKIN. PALPATINE bows before the Queen.

PALPATINE

It is a great gift to see you alive,

Your Majesty. May I present Supreme

Chancellor Valorum.

VALORUM

Welcome, Your Highness. It is an

honor to finally meet you in person.

I must relay to you how distressed

everyone is over the currant

situation. I've called for a special

session of the Senate to hear your

position.

AMIDALA

I am grateful for your concern,

Chancellor.

PALPATINE starts to lead QUEEN AMIDALA and her RETINUE off

the platform toward a waiting air taxi.

PALPATINE

There is a question of precedure,

but I feel confident we can overcome

it...

JAR JAR and ANAKIN start to follow, then stop, noticing that

OBI-WAN and QUI-GON are staying with the SUPREME CHANCELLOR.

QUEEN AMIDALA waves to the duo to follow her.  ANAKIN looks

back to QUI-GON, and he nods to go ahead.

ANAKIN and JAR JAR join the QUEEN, PALPATINE, PADME, RABE

and EIRTAE in the taxi. PALPATINE gives the Gungan and the

boy in the back of the taxi a skeptical look. JAR JAR leans

over to ANAKIN.

JAR JAR

Da Queens- a bein grossly nice, mesa

tinks.

(he looks around)

Pitty hot!

VALORUM and the JEDI watch the taxi move off into the city.

QUI-GON

I must speak with the Jei Council

immediately, Your Honor. The situation

has become more complicated.

INT. PALPATINE'S QUARTERS - ANTEROOM - DAY

QUEEN AMIDALA is sitting listening to PALPATINE. EIRTAE and

RABE stand behind the QUEEN; PADME is nowhere to be sen.

ANAKIN and JAR JAR are waiting in an adjoining room. They

can see the Queen but cannot hear what is being said.

JAR JAR

Dissen all pitty odd to my.

ANAKIN

Don't look at me. I don't know what's

going on.

Capt. Panaka enters, then goes into the room with QUEEN

AMIDALA.

INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

PALPATINE is pacing as Capt. Panaka enters. EIRTAE and RABE

stand to one side.

PALPATINE

...the Republic is not what it once

was. The Senate is full of greedy,

squabbling delegates who are only

looking out for themselves and their

home sytems.  There is no interest

in the common good...no civility,

only politics...its disgusting. I

must be frank, Your Majesty, there

is little chance the Senate will act

on the invasion.

AMIDALA

Chancellor Valorum seems to think

there is hope.

PALPATINE

If I may say so, Your Majesty, the

Chancellor has little real power...he

is mired down by baseless accusations

of corruption. A manufactured scandal

surrounds him. The bureaucrats are

in charge now.

AMIDALA

What options do we have?

PALPATINE

Our best choice would be to push for

the election of a stronger Supreme

Chancellor. One who will take control

of the bureaucrats, enforces the

laws, and give us justice. You could

call for a vote of no confidence in

Chancellor Valorum.

AMIDALA

He has been our strongest supporter.

Is there any other way?

PALPATINE

Our only other choice would to be to

submit a plea to the courts...

AMIDALA

There's no time for that. The courts

take even longer to decide things

than the Senate. Our people are dying,

Senator...more and more each day. We

must do something quickly to stop

the Federation.

PALPATINE

To be realistic, Your Highness, I'd

say we're going to have to accept

Federation control for the time being.

AMIDALA

There is something I cannot do.

EXT. TEMPLE OF THE JEDI - DAY (FX)

A unique building with it tall spires stands out against the

Coruscant skyline. A small transport passes by the vast

temple.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY

QUI-GON stands in a tall stately room. Twelve JEDI sit in a

semi-circle.  OBI-WAN stands behind QUI-GON in the center of

the room.

The Senior Jedi is MACE WINDU. To his left is an alien Jedi

named KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

QUI-GON

...my only conclusion can be that it

was a Sith Lord.

MACE WINDU

A Sith Lord?!?

KI-ADI

Impossible! The Sith have been extinct

for a millenium.

YODA

The very Republic is threatened, if

involved the Sith are.

MACE WINDU

I do not believe they could have

returned without us knowing.

YODA

Hard to see, the dark side is.

Discover who this assassin is, we

must.

KI-ADI

I sense he will reveal himself again.

MACE WINDU

This attack was with purpose, that

is clear, and I agree the Queen is

the target.

YODA

With this Naboo queen you must stay,

Qui-Gon. Protect her.

MACE WINDU

We will use all our resources here

to unravel this mystery and discover

the identity of your attacker... May

the Force be with you.

YODA

May the Force be with you.

OBI-WAN turns to leave, but QUI-GON continues to face the

Council.

YODA

Master Qui-Gon more to say have you?

QUI-GON

With your permission, my Master. I

have encountered a vergence in the

Force.

YODA

A vergence, you say?

MACE WINDU

Located around a person?

QUI-GON

A boy... his cells have the highest

concentration of midi-chlorians I

have seen in a life form. It is

possible he was conceived by the

midi-chlorians.

MACE WINDU

You're referring to the prophesy of

the one who will bring balance to

the Force...you believe it's this

boy??

QUI-GON

I don't pressume...

YODA

But you do! Rrevealed your opinion

is.

QUI-GON

I request the boy be tested.

The JEDI all look to one another. They nod and turn back to

OBI-WAN and QUI-GON.

YODA

Trained as a Jedi, you request for

him?

QUI-GON

Finding him was the will of the

Force...I have no doubt of that.

There is too much happening here...

MACE WINDU

Bring him before us, then.

YODA

Tested he will be.

INT. QUEENS QUARTERS - CORUSCANT - DAY

Anakin, tentative, walks down one of the long hallways in

Senator Palpatine's quarters. He stops before a dor that is

flanked by TWO GUARDS.

GUARD

May I help you, son?

ANAKIN

I'm...I'm looking for the handmaiden,

Padme.

The GUARD speaks into his comlink as ANAKIN looks around a

bit nervously.

GUARD

The boy is here to see Padme.

RABE

Send him in.

The doors open, and ANAKIN enters the Queen's quarters.

RABE greets ANAKIN as TWO OTHER HANDMAIDENS come and go into

the next room.

ANAKIN

I'd like to speak with Padme, if I

could.

RABE

I'm sorry, Annie. Padme is not here

right now.

The Queen speaks out in the next room.

AMIDALA (O.S.)

Who is it?

RABE

Anakin Skywalker, to see Padme, Your

Highness.

The QUEEN moves into the doorway and studies ANAKIN. ANAKIN

bows and looks down, then takes a peek at her.

AMIDALA

I've sent Padme on an errand.

ANAKIN

I'm going to the Jedi temple to start

my training, I hope.

The QUEEN just stares at him.

ANAKIN

I may not see her again... and... I

just wanted to say goodbye.

AMIDALA

We will tell her for you. We're sure

her heart goes with you.

ANAKIN bows again.

ANAKIN

Thank you, Your Highness. I'm sorry

to have disturbed you.

The QUEEN dissapears behind the doorway, and ANAKIN exits.

EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX)

A large, distinctive looking domed building stands out amid

the cityscape of Coruscant.

INT. MAIN ROTUNDA - GALACTIC SENATE - DAY

The Senate chambers are huge. Thousands of SENATORS and their

AIDES sit in the circular assembly area. CHANCELLOR VALORUM

sits in an elevated area in the center. Hindreds of AIDES

and DROIDS hurry about. SENATOR PALPATINE, QUEEN AMIDALA,

EIRTA, RABE, and Capt. Panaka sit in the Naboo congressional

box, which is actually a floating platform. PALPATINE leans

over to the QUEEN.

PALPATINE

If the Federation moves to defer the

motion...Your Majesty, Ibeg of you

to ask for a resolution to end this

congressional session.

AMIDALA

I wish I had your confidence in this,

Senator.

PALPATINE

You must force a new election for

Supreme Chancellor... I promise you

there are many who will support us...

it is our best chance... Your Majesty,

our only, chance.

AMIDALA

You truely believe Chancellor Valorum

will not bring our motion to a vote?

PALPATINE

He is distracted...he is afraid. He

will be of no help.

VALORUM

The Chair recognizes the Senator

from the sovereign system of Naboo.

The Naboo congressional box floats into the center.

PALPATINE

Supreme Chancellor, delegates of the

Senate. A tragedy has occured on our

peaceful system of Naboo. We have

become caugt in a dispute you're all

well aware of, which began right

here with the taxation of trade

routes, and has now engulfed our

entire planet in the oppresion of

the Trade Federation.

A second box rushes into the center of the Senate. It is

filled with Federation trade barons led by LOTT DOD, the

Senator for the Federation.

LOTT DOD

This is outrageous! I object to the

Senator's statements!

VALORUM

The Chair does not recognize the

Senator from the Trade Federation at

this time. Please return to your

station.

LOTT DOD reluctantly moves back to his place.

PALPATINE

To state our allegations, I present

Queen Amidala, the recently elected

ruler of Naboo, to speak on our

behalf.

QUEEN AMIDALA stands and addresses the assembly. There is

some applause.

AMIDALA

Honorable representatives of the

Republic, distinguished delegates,

and Your Honor Supreme Chancellor

Valorum, I come to you under the

gravest of circumstances. The Naboo

system has been invaded by force.

Invaded...against all the laws of

the Republic by the Droid Armies of

the Trade...

LOTT DOD

I object! There is no proof. This is

incredible. We recommend a commision

be sent to Naboo to assertain the

truth.

VALORUM

Overruled.

LOTT DOD

Your Honor, you cannot allow us to

be condemned without reasonable

observation. It's against all the

rules of procedure.

A third box representing Malastare moves into the center of

the room. AKS MOE, the Ambassador, addresses the convention.

AKS MOE

The Congress of Malastare concurs

with the honorable delegate from the

Trade Federation. A commision must

be appointed...that is the law.

VALORUM

The point...

VALORUM confers with several of his AIDES and VICE CHAIRMAN

MAS AMEDDA.

PALPATINE whispers something to the QUEEN.

PALPATINE

Enter the bureaucrats, the true rulers

of the Republic, and on the payroll

of the Trade Federation, I might

add. This is where Chancellor

Valorum's strength will dissapear.

VALORUM

The point is conceded...Section 523A

take precedence here. Queen Amidala

of the Naboo, will you defer your

motion to allow a commission to

explore the validity of your

accusations?

QUEEN AMIDALA is angry but remains composed.

AMIDALA

(angrily)

I will not defer... I have come before

you to resolve this attack on our

sovereignty now.  I was not elected

to watch my people suffer and die

while you discuss this invasion in a

committee. If this body is not capable

of action, I suggest new leadership

is needed. I move for a "vote of no

confidence"...in Chancellor Valorum's

leadership.

VALORUM

What?...No!

This causes a great stir in the assembly. A loud mumur

cresendos into a roar of approval and jeers. CHANCELLOR

VALORUM is stunned and stands speechless. His Vice Chair,

MAS AMEDDA, takes over.

MAS AMEDDA

Order! We shall have order...

Things settledown a little. The Federation box settles next

to AMIDALA.

PRINCE BAIL ORGANA moves his box into the arena.

BAIL ORGANA

Alderaan seconds the motion for a

vote of no confidence in Chancellor

Valorum.

MAS AMEDDA

The motion has been seconded by Bail

Organa of Alderaan.

MAS AMEDDA turns to the confused VALORUM, and whispers

something to him.

BAIL ORGANA

There must be no delays. The motion

is on the floor and must be voted

upon in this session.

LOTT DOD

The Trade Federation moves the motion

be sent to the procedures committee

for study.

The assembly begins to chant. VALORUM talks to MAS AMEDDA.

ASSEMBLY

Vote now! Vote now! Vote now!

PALPATINE stands next to AMIDALA.

PALPATINE

You see, Your Majaesty, the tide is

with us... Valorum will be voted

out, I assure you, and they will

elect in a new Chancellor, a strong

Chancellor, one who will not let our

tragedy continue...

MAS AMEDDA

The Supreme Chancellor requests a

recess. Tomorrow we will begin the

vote.

The Federation delegation is furious. VALORUM turns to

PALPATINE.

VALORUM

Palpatine, I thought you were my

ally...my friend. You have betrayed

me! How could you do this?

EXT. PALACE OF THE JEDI - BALCONY - SUNSET

OBI-WAN and QUI-GON stand outside the palace on a balcony.

OBI-WAN

The boy will not pass the Council's

tests, Master, and you know it. He

is far too old.

QUI-GON

Anakin will become A Jedi... I promise

you.

OBI-WAN

Don't defy the Council, Master..not

again.

QUI-GON

I will do what I must.

OBI-WAN

Master, you could be sitting on the

Council by now if you would just

follow the code. They will not go

along with you this time.

QUI-GON

You still have much to learn, my

young apprentice.

INT. PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET

ANAKIN stands before the TWELVE JEDI. MACE WINDU holds a

small hand-held viewing screen. In rapid succession, images

flash across the screen.

ANAKIN

A ship...a cup...a speeder.

MACE WINDU turns the viewing screen off and nods toward YODA.

YODA

Good, good, young one. How feel you?

ANAKIN

Cold, sir.

YODA

Afraid are you?

ANAKIN

No, sir.

MACE WINDU

Afraid to give up your life?

ANAKIN

I don't think so.

ANAKIN hesitates for a moment.

YODA

See through you, we can.

MACE WINDU

Be mindful of your feelings...

KI-ADI

YOur thoughts dwell on your mother.

ANAKIN

I miss her.

YODA

Afraid to lose her..I think.

ANAKIN

(a little angry)

What's that got to do with anything?

YODA

Eveything. Fear is the path to the

dark side... fear leads to anger...

anger leads to hate.. hate leads to

suffering.

ANAKIN

(angrily)

I am not afraid!

YODA

A Jedi must have the deepest

commitment, the most serious mind. I

sense much fear in you.

ANAKIN

(quietly)

I am not afraid.

YODA

Then continue, we will.

INT. PALPATINES QUARTERS - SUNSET

QUEEN AMIDALA is standing, staring out the window, with JAR

JAR. The lights of the city shimmer before them. EIRTAE and

SABE stand near the door. JAR JAR turns to face the QUEEN

and sees her sadness.

JAR JAR

Mesa wonder why da guds invent pain?

AMIDALA

To motivate us, I imagine...

JAR JAR

Yousa tinken yousa people ganna die?

AMIDALA

I don't know.

JAR JAR

Gungans ganna get pasted too, eh?

AMIDALA

I hope not.

JAR JAR

Gungans do die'n without a fight....

wesa warriors. Wesa gotta grand army.

Dat why you no liken us, metinks.

PALPATINE and Capt. Panaka rush into the rom and bow before

the QUEEN.

CAPT. PANAKA

Your Highness, Senator Palpatine has

been nominated to succeed Valorum as

Supreme Chancellor.

PALPATINE

A surprise, to be sure, but a welcome

one. I promise, Your Majesty, if I

am elected, I will bring democracy

back to the Republic. I will put an

end to corruption.  The Trade

Fedreation will lose its influence

over the bureaucrats, and our people

will be freed.

AMIDALA

Who else can be nominated?

CAPT. PANAKA

Bail Antilles of Alderaan and Ainlee

Teem of Malastare.

PALPATINE

I feel confident...our "situation"

will create a strong sympaphy vote

for us... I will be Chancellor, I

promise you.

AMIDALA

I fear by the time you have control

of the bureaucrats, Senator, there

will be nothing left of our cities,

our people, our way of life...

PALPATINE

I understand your concern, Your

Majesty; unfortunately, the Federation

has possession of our planet. The

law is in their favor.

AMIDALA

With the Senate in transition, there

is nothing more I can do

here...Senator, this is your arena.

I feel I must return to mine. I have

decided to go back to Naboo. My place

is with my people.

PALPATINE

Go back!! But, Your Majesty, be

realistic! You would be in danger.

They will force you to sign the

treaty.

AMIDALA

I will sign no treaty, Senator. My

fate will be no different from that

of our people. Captain!

CAPT. PANAKA

Yes, Your Highness?

AMIDALA

Ready my ship!

CAPT. PANAKA

Please, Your Majesty, stay

here...where it's safe.

AMIDALA

No place is safe, if the Senate

doesn't condemn this invasion. It is

clear to me now that the Republic no

longer functions as a democracy. If

you win the election, Senator, I

know you will do everything possible

to stop the Federation. I pray you

will bring sanity and compassion

back to the Senate.

AMIDALA and her RETINUE exit the room. PALPATINE has a self-

satisfied smile on his face.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT

ANAKIN, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS

OF THE JEDI COUNCIL.

YODA

...Correct you were, Qui-Gon.

MACE WINDU

His cells contain a high concentration

of midi-chlorians.

KI-ADI

The Force is strong with him.

QUI-GON

He's to be trained, then.

The COUNCIL MEMBERS look to one another.

MACE WINDU

No. He will not be trained.

ANAKIN is crestfallen; tears begin to form in his eyes.

QUI-GON

No??!!

OBI-WAN smiles.

MACE WINDU

He is too old. There is already too

much anger in him.

QUI-GON

He is the chosen one...you must see

it.

YODA

Clouded, this boy's future is. Masked

by his youth.

QUI-GON

I will train him, then. I take Anakin

as my Padawan learner.

OBI-WAN reacts with surprise. ANAKIN watches with interest.

YODA

An apprentice, you have, Qui-Gon.

Impossible, to take on a second.

MACE WINDU

We forbid it.

QUI-GON

Obi-Wan is ready...

OBI-WAN

I am ready to face the trials.

YODA

Ready so early, are you? What know

you of ready?

ANAKIN watches as QUI-GON and OBI-WAN exchange angry looks.

QUI-GON

Headstrong....and he has much to

learn about the living Force, but he

is capabe. There is little more he

will learn from me.

YODA

Our own council we will keep on who

is ready. More to learn, he has...

MACE WINDU

Now is not the time for this...the

Senate is voting for a new Spreme

Chancellor. Queen Amidala is returning

home, which will put pressure on the

Federation, and could widen the

confrontation.

YODA

And draw out the Queen's attacker.

KI-ADI

Events are moving fast...too fast.

MACE WINDU

Go with the Queen to Naboo and

discover the identity of the dark

warrior.  That is the clue we need

to unravel this mystery of the Sith.

YODA

Young Skywalker's fate will be decided

later.

QUI-GON

I brought Anakin here; he must stay

in my charge. He has nowhere else to

go.

MACE WINDU

He is your ward, Qui-Gon...we will

not dispute that.

YODA

Train him not. Take him with you,

but train him not!

MACE WINDU

Protect the Queen, but do not

intercede if it comes to war until

we have the Senate's approval.

YODA

May the Force be with you.

OBI-WAN, QUI-GON, and ANAKIN leave.

EXT. CORUSCANT - SENATE LANDING PLATFORM - NIGHT

QUI-GON, OBI-WAN, and ANAKIN stand on the landing platform

outside the ship. ARTOO whistles a happy tune as he leans

over the edge of the platform, watching the traffic. Suddenly,

he leans over too far and falls overboard. After a moment,

he reappears, using his on-board jets to propel himself back

onto the landing platform. The wind whips at ANAKIN as he

listens to the JEDI.

OBI-WAN

It is not disrespect, Master, it is

the truth.

QUI-GON

From your point of view....

OBI-WAN

The boy is dangerous...they all sense

it. Why can't you?

QUI-GON

His fate is uncertain, not dangerous.

The Council will decide Anakin's

future...that should be enough for

you. Now get on board!

OBI-WAN reluctantly boards the Naboo spacecraft followed by

ARTOO. QUI-GON goes over to ANAKIN.

ANAKIN

Master Qui-Gon, sir, I do not wish

to be a problem.

QUI-GON

You won't be, Annie....I'm not allowed

to train you, so I want you to watch

me and be mindful...always remember,

your focus determines your reality.

Stay close to me and you will be

safe.

ANAKIN

Master, sir... I've been wondering...

what are midi-chlorians?

QUI-GON

Midi-chlorians are a microcopic

lifeform that reside within all living

cells and communicates with the Force.

ANAKIN

They live inside of me?

QUI-GON

In your cells. We are symbionts with

the midi-chlorians.

ANAKIN

Symbionts?

QUI-GON

Life forms living together for mutual

advantage. Without the midi-chlorians,

life could not exist, and we would

have no knowledge of the Force. They

continually speak to you, telling

you the will of the Force.

ANAKIN

They do??

QUI-GON

When you learn to quiet your mind,

you will hear them speaking to you.

ANAKIN

I don't understand.

QUI-GON

With time and training, Annie...you

will.

Two taxis pull up, and Capt. Panaka, SENATOR PALPATINE, TWENTY

OR SO TROOPS, GUARDS, and OFFICERS walk briskly toward the

ship, followed by QUEEN AMIDALA, PADME, EIRTAE, and finally,

JAR JAR. AMIDALA and her HANDMAIDENS stop before the JEDI.

QUI-GON

Your Highness, it is our pleasure to

continue to serve and protect you.

AMIDALA

I welcome your help. Senator Palpatine

fears the Federation means to destroy

me.

QUI-GON

I promise you, I will not let that

happen.

AMIDALA enters the ship, followed by her HANDMAIDENS. JAR

JAR hugs QUI-GON and ANAKIN.

JAR JAR

Wesa goen home!

They ALL move onto the ship. The ship takes off.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

DARTH SIDIOUS

The Queen is on her way to you. I

regret she is of no further use to

us. When she gets there, destroy

her.

NUTE

Yes, my Lord.

DARTH SIDIOUS

Viceroy, is the planet secure?

NUTE

Yes, my Lord, we have taken over the

last pockets of primitive life forms.

We are in complete control of the

planet now.

DARTH SIDIOUS

Good. I will see to it that in the

Senate, things stay as they are.  I

am sending Darth Maul to join you.

He will deal with the Jedi.

NUTE

Yes, my Lord.

DARTH SIDIOUS fades off.

RUNE

A Sith lord here with us?!!

INT. SPACE - NABOO SPACECRAFT COCKPIT

ANAKIN stands next to the PILOT, RIC OLIE, pointing to various

buttons and gauges.

ANAKIN

...and that one?

RIC OLIE

The forward stabalizer.

ANAKIN

And those control the pitch?

RIC OLIE

You catch on pretty quick.

INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS

SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with

QUI-GON and Capt. Panaka. OBI-WAN and JAR JAR watch.

CAPT. PANAKA

The moment we land the Federation

will arrest you, and force you to

sign the treaty.

QUI-GON

I agree... I'm not sure what you

hope to accomplish by this.

AMIDALA

I'm going to take back what's ours.

CAPT. PANAKA

There are only twelve of us, Your

Highness....we have no army.

QUI-GON

I cannot fight a war for you, Your

Highness, only protect you.

AMIDALA

Jar Jar Binks!

JAR JAR looks around, puzzled.

JAR JAR

Mesa, Your Highness?

AMIDALA

Yes. I need your help.

INT. NABOO CRUISER COCKPIT - DAY

The Naboo Cruiser heads toward the lush green planet. There

is only one Federation battle cruiser orbiting. OBI-WAN and

Capt. Panaka spot it on the view screen.

PANAKA

The blockade's gone.

OBI-WAN

The war's over...No need for it now.

RIC OLIE

I have one battleship on my scope.

OBI-WAN

A droid control ship.

PANAKA

They've probably spotted us.

OBI-WAN

We haven't much time.

INT. NABOO SPACECRAFT - MAIN HOLD

The QUEEN, Capt. Panaka, TROOPS, and HANDMAIDENS get ready

to disembark as the ship alnds. The elevator door slides

open, and ANAKIN emerges into the hold area.  He see PADME

and run up to her.

ANAKIN

Hi! Where have you been?

PADME

Annie! What are you doing here?

ANAKIN

I'm with Qui-Gon... but... they're

not going to let me be a Jedi.  I'm

too old.

PADME

This is going to be dangerous, Annie.

ANAKIN

Is it? I can help... Where are we

going?

PADME

To war, I'm afraid. The Queen has

had to make the most difficuld

decision of her life. She doesn't

believe in fighting, Annie. We are a

peaceful people...

ANAKIN

I want to help...I'm glad you're

back.

ANAKIN smiles. PADME smiles back.

EXT. NABOO SWAMP - DAY

The Naboo spacecraft has landed in the Gungan swamp. TROOPS

unload the ships in the background as OBI-WAN approaches QUI-

GON.

OBI-WAN

Jar Jar is on his way to the Gungan

city, Master.

QUI-GON's thoughts are elsewhere.

QUI-GON

Good.

OBI-WAN and QUI-GON stand silently for a moment.

OBI-WAN

Do you think the Queen's idea will

work?

QUI-GON

The Gungans will not easily be swayed,

and we cannot use our power to help

her.

OBI-WAN

I'm... I'm sorry for my behavior,

Master. It is not my place to disagree

with you about the boy. I am grateful

you think I am ready for the trials.

QUI-GON looks at him for a long moment.

QUI-GON

You have been a good apprentice. You

are much wiser than I am, Obi-Wan.

I foresee you will become a great

Jedi Knight.

EXT. NABOO SWAMP - UNDERWATER - DAY (FX)

JAR JAR swims down into Bubble City.

INT. OTOH GUNGA - CITY SQUARE

JAR JAR enters the main square of the bubble city. He stands,

stunned, in amazement and fear. He is nervous and shaking.

JAR JAR

Ello! Where das everybody?

The plaza is empty. He notices that many of the buildings

are shot up as if there had been a battle of some kind.

EXT. NABOO SWAMP LAKE - DAY

JAR JAR exits the swamp lake and walks over to QUEEN AMIDALA,

Capt. Panaka, OBI-WAN, and QUI-GON. PADME, EIRTAE, RABE,

ANAKIN, and ARTOO, FOUR PILOTS, and EIGHT GUARDS stand in

the background near the starship.

JAR JAR

Dare-sa nobody dare. All gone. Some

kinda fight, I tink. Sorry, no

Gungas...no Gungas.

CAPT. PANAKA

Do you think they have been taken to

camps?

OBI-WAN

More likely they were wiped out.

JAR JAR

No... mesa no tink so. Gungan hiden.

When in trouble, go to sacred place.

Mackineeks no find them dare.

QUI-GON

Do you know where they are?

EXT. NABOO SWAMP - DAY

The GROUP follows JAR JAR as he moves through the swamp. JAR

JAR stops and sniffs the air. The GROUP stop behind him.

JAR JAR

Dissen it.

JAR JAR makes a strange chattering noise. Suddenly, out of

nowhere, CAPTAIN TARPALS and SIX OTHER GUNGAN TROOPS riding

on KAADUS emerge from the brush.

JAR JAR

Heyo-dalee, Captain Tarpals.

CAPT. TARPALS

Binks!! Noah gain!

JAR JAR

We comen to see da boss.

CAPTIAN TARPALS rolls his eyes.

CAPT. TARPALS

Ouch time, Binks... Ouch time for

all-n youse.

EXT. NABOO SACRED TEMPLE RUINS - DAY

JAR JAR, QUEEN AMIDALA, ANAKIN, ARTOO, QUI-GON, OBI-WAN,

PADME, RABE,

EIRTAE, and the rest of her group are led through a clearing

full of GUNGAN refugees.  At the far end are the ruins of a

grand temple with massive carved heads. BOSS NASS and several

other COUNCIL MEMBERS walk out on the top of a three-quarter-

submerged head.

BOSS NASS

Jar Jar, yousa payen dis time. Who's

da uss-en others??

QUEEN AMIDALA steps forward. Capt. Panaka and the JEDI stand

behind her.

AMIDALA

I am Queen Amidala of the Naboo...I

come before you in peace.

BOSS NASS

Naboo biggen. Yousa bringen da

Mackineeks... Dya busten uss-en omm.

Yousa all bombad. Yousa all die'n,

mesa tink.

Capt. Panaka and HALF A DOZEN GUARDS and PILOTS look around

nervously, and the GUNGAN TROOPS lower their long power poles.

The JEDI stay relaxed.

ANAKIN watches everything with great interest.

AMIDALA

We wish to form an alliance...

Suddenly, PADME steps forward.

PADME

Your Honor...

ARTOO whistles a quiet "uh oh."

BOSS NASS

Whosa dis?

PADME

I am Queen Amidala

(points to Queen)

This is my decoy... my protection...

my loyal bodyguard.

ANAKIN is stunned. OBI-WAN and QUI-GON give each other a

knowing look.

PADME

...I am sorry for my deception, but

under the circumstances it has become

necessary to protect myself. Although

we do not always agree, Your Honor,

our two great societies have always

lived in peace...until now. The Trade

Federation has destroyed all that we

have worked so hard to build. You

are in hiding, my people are in camps.

If we do not act quickly, all will

be lost forever...I ask you to help

us...no, I beg you to help us.

PADME drops to her knees and prostrates herself before BOSS

NASS. There is a gasp from Capt. Panaka, HIS TROOPS, and the

HANDMAIDENS.

PADME

We are your humble servants...our

fate is in your hands.

Slowly, Capt. Panaka and his TROOPS bow down before the GUNGAN

COUNCIL.  Then the HANDMAIDENS, ANAKIN, and finally the JEDI.

The GUNGANS are puzzled by this. BOSS NASS begins to laugh.

BOSS NASS

Yousa no tinken yousa greater den da

Gungans.. Mesa like dis.  Maybe wesa

bein friends.

INT. NABOO PALACE - THRONE ROOM - DAY

NUTE, RUNE, and DARTH MAUL walk with a hologram of DARTH

SIDIOUS.

NUTE

...we've sent out patrols. We've

already located their starship in

the swamp... It won't be long, My

Lord.

DARTH SIDIOUS

This is an unexpected move for her.

It's too aggresive... Lord Maul, be

mindful.

DARTH MAUL

Yes, my Master.

DARTH SIDIOUS

Be patient... Let them make the first

move.

EXT. NABOO EDGE OF SWAMP/ GRASS PLAINS - DAY

A GUNGAN SENTRY sits on top of the ancient temple heah,

searching the landscape with a pair of electrobinoculars. He

sees something and yells down to ANAKIN at the foot of the

statue.

GUNGAN LOOKOUT

Daza comen!

ANAKIN

All right. They're here!

ANAKIN yells and runs over to PADME and the JEDI, who are

discussing a battle plan with FIVE GUNGAN GENERALS. SABE and

EIRTAE stand nearby. BOSS NASS puts his arm around JAR JAR.

BOSS NASS

Yousa doen grand. Jar Jar bringen da

Naboo together.

JAR JAR

Oh, no, no, no...

BOSS NASS

So, wesa maken yousa Bombad General.

JAR JAR

General??! Oh, no..

JAR JAR's eyes roll back, his tongue flops out and he faints.

FOUR SPEEDERS pull up to the GROUP. Capt. Panaka and a DOZEN

OR SO GUARDS and PILOT pile out and join the group.

PADME

What is the situation?

CAPT. PANAKA

Almost everyone's in camps. A few

hundred police and guards have formed

an underground movement. I brought

as many of the keaders as I could.

The Federation Army's also much larger

than we thought, and much stronger.

Your Highness, this is a battle I do

not think we can win.

PADME

The battle is a diversion. The Gungans

must draw the Droid Army away from

the cities. We can enter the city

using the secret passages on the

waterfall side.  Once we get to the

main entrance, Capt. Panaka will

create a diversion, so that we can

enter the palace and capture the

Viceroy.

Without the Viceroy, they will be

lost and confused.

QUI-GON and OBI-WAN look on with interest.

PADME

What do you think, Master Jedi?

QUI-GON

The Viceroy will be well guarded.

CAPT. PANAKA

The difficulty's getting into the

throne room. Once we're inside, we

shouldn't have a problem.

QUI-GON

There is a possibility with this

diversion many Gungans will be killed.

BOSS NASS

Wesa ready to do are-sa part.

JAR JAR smiles a very worried and sheepish grin. ANAKIN

watches with interest, as does ARTOO.

PADME

We have a plan which should immobilize

the Droid Army. We will send what

pilots we have to knock out the Droid

control ship which is orbiting the

planet. If we can get past their

rayshields, we can sever communication

and their droids will be helpless.

QUI-GON

A well-conceived plan. However,

there's great risk. The weapons on

your fighters may not penetrate the

shields on the control ship.

OBI-WAN

And there's an even bigger danger.

If the Vicroy escapes, Your Highness,

he will return with another droid

army.

PADME

That is why we must not fail to get

to the Viceroy. Everything depends

on it.

INT. THEED - PALACE - THRONE ROOM - DAY

NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS

walk through the throne room.

DARTH SIDIOUS

...she is more foolish than I thought.

NUTE

We are sending all available troops

to meet this army of hers assembling

near the swamp. It appears to be

made up of primitives. We do not

expect much resistance.

OOM-9

I am increasing security at all Naboo

detention camps.

DARTH MAUL

I feel there is more to this, My

Master. The two Jedi may be using

the Queen for their own purposes.

DARTH SIDIOUS

The Jedi cannot become involved.

They can only protect the Queen.

Even Qui-Gon Jinn will not break

that conenant.... This will work to

our advantage...

NUTE

I have your approval to proceed then,

My Lord.

DARTH SIDIOUS

Proceed. Wipe them put...all of them.

INT. NABOO SWAMP LAKE - DAY (FX)

All is peaceful. SMALL CRITTERS drink out of a large swamp

lake. Suddenly there is a disturbance in the middle of the

lake. A rush of bubbles, then a GUNGAN SOLDIER riding a KAADU

emerges from the water, followed by SEVERAL OTHERS. FROGS

and OTHER LITTLE ANIMALS flee in all directions as the GUNGAN

ARMY marches through the swamp. The KAADU shake themselves

off as they exit the lake. When JAR JAR's KAADU shakes off,

JAR JAR falls off.

SOLDIERS on huge, lizard-like FAMBAAS with large shield

generators mounted on their backs follow the marching

WARRIORS. The GUNGAN ARMY heads out of the swamp and onto

the rolling grassy hills.

HUNDREDS OF GUNGAN WARRIORS march in lon lines toward the

horizon.

Federation tanks move up to a ridge and stop. In the distance

they see the GUNGAN ARMY marching toward them. The GUNGAN

GENERAL CEEL sees the tanks on the ridge and orders a halt.

The GUNGANS are spread out in a large line.

JAR JAR is nervous. GENERAL CEEL signals to the shield

operators.

GENERAL CEEL

Energize the shields.

A red ray shoots out of the generator and blasts into a large

dish on the back of a second FAAMBA and spreads like an

umbrella over the assembled WARRIORS.

EXT. THEED - CENTRAL PLAZA - DAY

PADME, followed by EIRTAE, OBI-WAN, QUI-GON, ANAKIN, and

ARTOO, stealthily makes her way toward the entrance to the

main hanger. They are followed by about TWENTY NABOO GUARDS,

PILOTS, and TROOPS.  They stop, and PADME uses a small red

laser light to signal across the plaza to Capt. Panaka, RABE

and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back.

QUI-GON leans over to ANAKIN.

QUI-GON

Once we get inside, Annie, you find

a safe placeto hide and stay there.

ANAKIN

Sure.

QUI-GON

And stay there!

DROID TROOPS mill about the tank-filled plaza. At the far

end of the plaza, SEVERAL DROIDS begin to run and fire. NABOO

SOLDIERS begin to fire back at the BATTLE DROIDS.

As the ruckus erupts at one end of the plaza, PADME and her

TROOPS rush into the main hanger. Capt. Panaka and HIS

SOLDIERS continue to engage the DROIDS outside.

INT. THEED - CENTRAL HANGER - DAY

ALARMS ARE SOUNDING a PADME, the JEDI, ANAKIN, EIRTAE, and

PADME's TROOPS rush into the hanger. BATTLE DROIDS begin

firing at them as they run for cover. ANAKIN runs under a

Naboo fighter. The JEDI deflect bolts aimed at PADME back

onto the BATTLE DROIDS, causing them to EXPLODE.

INT. THEED - PALACE THRONE ROOM - DAY

NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle

on a large view screen.

NUTE

I thought the battle was going to

take place far from here...this is

too close!

RUNE

What is going on?

DARTH MAUL enters the throne room.

DARTH MAUL

I told you there was more to this...

the Jedi are involved.

EXT. NABOO GRASS PLAINS - DAY (FX)

The Federation tanks begin to fire on the GUNGANS, but they

are protected by their energy shield.  The tanks stop firing,

and the GUNGANS CHEER, until they see the doors to the massive

transports open, and racks of BATTLE DROIDS are pulled out

and lined up by a squad of STAPS.

The BATTLE DROIDS reconfigure into their standing position.

The GUNGANS get ready for an attack. OOM-9 gives the command

to move forward, and THOUSANDS OF DROIDS march toward the

GUNGANS.

The GUNGANS power up their weapons. The DROIDS slowly march

through the protective shield and start firing.  The GUNGANS

throw their power poles and fling small balls of energy with

slingshots.  The WARRIORS dump large balls of energy into

mortars that heat up and fire the energy goo onto the BATTLE

DROIDS, causing them to short out.

The battle rages and the GUNGANS defend their shield

generators against the ARMY OF DROIDS. OOM-9 watches from a

tank on a hill overlooking the battle.

INT. THEED - CENTRAL HANGER - DAY

ANAKIN hides behind one of the Naboo fighters, ducking as

large bolts whiz past and EXPLODE near him. PADME and the

TWO JEDI destroy BATTLE DROIDS right and left. The QUEEN'S

TROOPS and EIRTAE also blast away at the DROIDS. PADME signals

to her pilots.

PADME

Get to your ships!

The PILOTS and ARTOO UNITS run for the Naboo fighter craft

stacked in the hanger bay. ONE OF THE PILOTS jumps into a

fighter right above where ANAKIN is hiding.

FIGHTER PILOT

Better find a new hiding place, kid.

I'm taking this ship.

The ship begins to levitate out of the hanger. BATTLE DROIDS

fire at it as it falls in behind five other fighters. ARTOO

whistles to ANAKIN from a second fighter not far away. ANAKIN

runs and jumps into the second fighter to hide.

EXT. THEED - CENTRAL PLAZA - DAY (FX)

Two Naboo starfighters exit the main hanger. A tank fires at

them, hitting one of them, which causes it to pinwheel into

the ground and EXPLODE.

INT. THEED - CENTRAL HANGER - DAY

Capt. Panaka, SABE and NABOO TROOPS rush into the hanger and

overwlm the few remaining BATTLE DROIDS. PADME, OBI-WAN, and

QUI-GON join forces with Capt. Panaka.

PADME

My guess is the Viceroy is in the

throne room.

She looks to QUI-GON.

QUI-GON

I agree.

They start to head for the exit, on the way passing the

fighter where ANAKIN is hiding. ARTOO whistles a greeting as

ANAKIN peeps out of the cockpit.

ANAKIN

Hey! Wait for me.

QUI-GON

No, Annie, you stay there. Stay right

where you are.

ANAKIN

But, I...

QUI-GON

Stay in that cockpit.

They head for the exit. As they are about to go through the

door, suddenly everyone scatters, revealing DARTH MAUL

standing in the doorway. Capt. Panaka, PADME, and HER TROOPS

back away. QUI-GON and OBI-WAN step forward.

QUI-GON

We'll handle this...

The TWO JEDI take off their capes and ignite their laser

swords. DARTH MAUL takes off his cape, and ignites his laser

sword. Both ends of the sword light up.

At the far end of the hanger, SIX WHEEL DROIDS roll in and

transform into their battle position.  ARTOO calls ANAKIN's

attention to the DROIDS.  The JEDI begin to fight the Sith

Lord.

ANAKIN

Oh, no...

The DROIDS begin to advance and start firing on PADME and

HER TROOPS.

ANAKIN

We gotta do something, Artoo.

ARTOO whistles a reply. Suddenly, the ship's systems go on,

and the ship begins to levitate.

ANAKIN

All right, thanks Artoo! Great idea!

I'll take over.  Let's see...

ANAKIN steers the ship toward the DROIDS. He pushes a button,

and the ship begins to shake.

ANAKIN

Where's the trigger? Oops, wrong

one.. Maybe this one....

ANAKIN pushes a second button, and the lasers begin to fire,

wiping out several DESTROYER DROIDS. ARTOO whistles a cheer.

ANAKIN

Yeah, all right. "Droid blaster."

Yeah!

The JEDI are engaged in a fierce sword fight with DARTH MAUL.

They have moved into the center of the hanger. While the

WHEEL DROIDS are momentarily distracted by ANAKIN, Capt.

Panaka, PADME, and HER TROOPS exit into a palace hallway.

The WHEEL DROIDS start firing at ANAKIN. There are EXPLOSIONS

all around him.

ANAKIN

Oops...shield up! Always on the

right...shields always on the right.

ANAKIN flips several switches, and the after-burner ignites.

ANAKIN

I know we're moving. I'll shut the

energy drive down.

The fighter rockets out of the hanger. ARTOO and ANAKIN hold

on for dear life.

ANAKIN

Oops!! Wrong one.

ARTOO beeps.

ANAKIN

I'm not doing anything!

ARTOO beeps.

ANAKIN

I know...I didn't push anything.

The SITH LORD's moves are incredible. He is fighting the TWO

JEDI at once, flipping into the air, outmaneuvering them at

every turn.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The Naboo fleet leaves the planet and heads toward the space

station.

RIC OLIE

Bravo Flight A, take on the fighters.

Flight B, make the run on the

transmitter.

BRAVO TWO

Roger, Bravo Leader.

The fleet approaches the space station. Many Federation

fighters exit the hangers and attack.

RIC OLIE

Enemy fighters straight ahead!

EXT. NABOO GRASS PALINS - DAY

JAR JAR's clumsiness works for him in the battle. He gets

caught up in the wiring of a blasted DROID, dragging the

torso around with him, the DROID's gun firing randomly,

accidently blasting SEVERAL DROIDS in one process.

OOM-9 decides to send in the WHEEL DROIDS and gives the

signal.  HUNDREDS OF WHEEL DROIDS roll out of the transports

and head down toward the battle.

They slowly roll through the deflector shields, then transform

themselves once they get on the other side. The GUNGANS blast

the WHEEL DROIDS with energy balls. The DESTROYER DROIDS

blast many GUNGANS.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

A giant dogfight ensues. ANAKIN's fighter flies into space

above Naboo.

ARTOO beeps a worried concern.

ANAKIN

The Autopilot is searching for what

other ships?

ARTOO beeps and whistles.

ANAKIN

There is no manual override, Artoo.

You'll have to rewire it or something.

ARTOO chirps that he's trying.

ANAKIN

Look! There they are! That's where

the autopilot is taking us.

ANAKIN's fighter flies toward the Federation Battleship.

INT. THEED - CENTRAL HANGER - DAY

The SITH LORD drives the JEDI out of the hanger and nto the

power generator area next door.

INT. THEED - POWER GENERATOR PIT - DAY

Three swords are crossed in an intense display of

swordmanship. The JEDI and the SITH LORD fight their way

across the narrow bridge of the Theed power generator. DARTH

MAUL jumps onto the bridge above them. The JEDI follow, one

in front of the SITH LORD and one behind. They continue their

sword fight.

INT. THEED - PALACE - HALLWAY - DAY

PADME, Capt. Panaka, EIRTAE, SABE and THIER TROOPS are trapped

in a hallway by BATTLE DROIDS.

PADME

We don't have time for this, Captain.

CAPT. PANAKA

Let's try the outside stairway.

Capt. Panaka blasts a hole in the window, and they make their

way outside the building onto a ledge about six stories above

a raging waterfall.  SABE, EIRTAE and about TWENTY NABOO

SOLDIERS stay in the hallway to hold off the BATTLE DROIDS.

EXT. THEED - PALACE - OVER WATERFALL - DAY

PADME, Capt. Panaka, and about TEN OTHER NABOO SOLDIERS are

lined up along the edge. They have pulled small attachments

out of their pistols and fire at a ledge about four stories

above them. Thin cables shoot out of the pistols and are

embedded into the ledge. PADME, Capt. Panaka, and the OTHERS

begin to climb up the wall.

EXT. NABOO GRASS PLAINS DAY

The GUNGAN ARMY is no match for the DESTROYER DROIDS. JAR

JAR tries to run from the BATTLE DROIDS.

GENERAL CEEL

Retreat! Retreat!

The GUNGANS begin to turn and run, on foot, on their kaadu,

and in wagons.

JAR JAR attempts to escape on a wagon of energy balls but

only manages to unhitch the back gate, causing all of the

energy balls to roll out of the wagon and down the hill. JAR

JAR scrambles to avoid being hit by one of the balls. FOUR

DESTROYER DROIDS aren't so lucky. They get blasted by the

energy balls.

The GUNGANS renew their attack on the DROID ARMY. JAR JAR's

bumbling destroys several more DESTROYER DROIDS.

INT. NABOO STARFIGHTER - COCKPIT -SPACE

ANAKIN finds himself in the middle of the space battle. A

ship explodes behind him (over his left shoulder).

ANAKIN

Whoo, boy! This is tense!

He looks forward to see enemy ships approaching head on.

ANAKIN

Oops! Artoo, get us off Autopilot!

ARTOO screams a reply.

ANAKIN

I've got control?

ANAKIN fips switches.

ANAKIN

Okay, let's go left!

He moves the controls left and the ship responds, turning

left.

ANAKIN

Yes...I've got control. You did it,

Artoo!

ARTOO beeps

ANAKIN

Go back!?! Qui-Gon told me to stay

in this cockpit and that's what I'm

gonna do. Now c'mon!

An enemy fighter comes into his sights. ANAKIN pushes the

controls and instead of firing, his fighter accelerates past

the enemy ship.

ANAKIN

Oops! Whoa!

Now the enemy ship is on his tail. He tries evasive

maneauvers.

ANAKIN

I'll try spinning, that's a good

trick.

ANAKIN rolls the ship as ARTOO screams desperately.

ANAKIN

I know we're in trouble! Hang on!

The way out of this mess is the way

we got into it.

ARTOO beeps a reply.

ANAKIN

Which one? This one?

ANAKIN yanks on the reverse thrusters and the ship slows

instantly- the enemy fighter shoots past and explodes against

the space station.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The SQUADRON attacks the space station.

RIC OLIE

Bravo flight...go for the central

bridge.

BRAVO TWO

Roger, Bravo Leader.

The attack is fruitless.

RIC OLIE

Their deflector shield is too strong.

We'll never get through it.

Meanwhile, ANAKIN is being chased by another fighter. ARTOO

shrieks.

ANAKIN

I know, Artoo! This isn't Podracing!

The enemy ship fires and hits ANAKIN's fighter, sending it

into a spin.

ARTOO screams.

ANAKIN

We're hit!

ANAKIN regains control as his ship enters the space station

hanger.

ANAKIN

Great gobs of bantha poo-doo!

ANAKIN's ship dodges parked transport ships and other

obstacles. A huge bulkhead blocks his way. ARTOO beeps.

ANAKIN

I'm trying to stop! I'm trying to

stop! Whoa!

ANAKIN hits the reverse thrusters and the ship skids to a

stop on the hanger deck. ARTOO givesout a worried whistle.

ANAKIN

All right! All right! Get the system

started!

ANAKIN ducks down to adjust a control panel.

ANAKIN

Everything's overheated. All the

lights are red.

ARTOO sees DROIDS appraoching, and beeps frantically.

INT. THEED - POWER GENERATOR PIT - DAY

The laser sword battle continues on the small catwalk around

the vast power pit. DARTH MAUL kicks OBI-WAN off one of the

ramps and he falls several levels. QUI-GON knocks the DARK

LORD off another ramp, and he lands hard on a ramp two levels

below. QUI-GON jumps down after him. The DARK LORD backs

away along the catwalk into a small door. QUI-GON follows as

OBI-WAN runs to catch up.

INT. THEED - POWER GENERATOR ELECRIC BEAM - HALLWAY

The SITH LORD, followed by QUI-GON, enters a long hallway

filled with a series of deadly rays that go on and off in a

pulsing pattern that shoots down the corridor every minute

or so. DARTH MAUL makes it down several walls of deadly rays

before they close. QUI-GON is one wall away from the DARK

LORD. OBI-WAN is just starting into it and is five walls way

from DARTH MAUL.

The JEDI must wait until the next pulse to advance down the

corridor.

OBI-WAN is impatient and paces, waiting for the wall of rays

to open.

QUI-GON sits and meditates. The SITH LORD tries to patch up

his wounds.

INT. THEED - PALACE - HALLWAY TO THRONE ROOM

A window in the hallway blasts apart. PADME, Capt. Panaka,

and HER SOLDIERS climb into the hallway. They head for the

door to the throne roo.

Suddenly, two DESTROYER DROIDS skitter in front of the door.

PADME turns around and sees TWO MORE appear at the far end

of the hallway, trapping them in the middle.

PADME throws down her pistol and turns to Capt. Panaka.

PADME

Throw down your weapons. They win

this round.

CAPT. PANAKA

But we can't....

PADME

Captain, I said throw down your

weapons.

Capt. Panaka and HIS MEN throw down their weapons.

EXT. NABOO GRASS PLAINS - DAY

A DESTROYER DROID blasts one of the shield generators, causing

it to EXPLODE. The protective shield begins to weaken and

fall apart.OOM-9 sees the shield weaken and orders his tanks

forward. The GUNGAN GENERAL signals a retreat as the tanks

enter the battle.

The GUNGANS flee as fast as they can. JAR JAR is blown off

his KAADU and lands on one of the tank guns. A GUNGAN WARRIOR

signals JAR JAR to jump off. JAR JAR is afraid. The gun swings

around trying to knock JAR JAR off.

JAR JAR hangs from the tank barrel as it moves along. Finally,

he jumps onto a KAADU behind a GUNGAN WARRIOR. EXPLOSIONS

from the tank fire are everywhere. It is chaos.

INT. THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY

The electric rays cycle as QUI-GON sits meditating. The wall

of the deadly rays turn away, and OBI-WAN starts running

toward QUI-GON and the DARK LORD. When the wall between QUI-

GON and DARTH MAUL opens, QUI-GON is in a split second

fighting the DARK LORD with a ferocity not seen before. They

move into the area at the end of the corridor called the

melting pit, a small area that is mostly made up of a deep

hole.

The electron ray gates begin to close. OBI-WAN tries to make

it to the melting pit but is caught one gate short. He slides

to a stop just before he hits the deadly electron field.

QUI-GON and DARTH MAUL battle around the melting pit as a

frustrated OBI-WAN watches.

DARTH MAUL cathces QUI-GON off guard. The SITH makes a quick

move, bashes his lightsaber handle into QUI-GON's chin, and

runs him through. QUI-GON slumps to the floor in a heap.

EXT. NABOO GRASS PLAINS - DAY

The GUNGANS have beeb overrun. Some flee into the hills,

chased by BATTLE DROIDS on STAPS. Many OTHERS are herded

into groups by BATTLE DROIDS and DESTROYER DROIDS.

JAR JAR and GENERAL CEEL are held in a small group with OTHER

OFFICERS.

JAR JAR

Dissa bad, berry bombad.

GENERAL CEEL

Mesa hopen dissa working for da Queen.

INT. THED - PALACE THRONE ROOM - DAY

PADME, Capt. Panaka, and SIX OTHER OFFICERS are brought by

TEN BATTLE DROIDS before NUTE and RUNE and FOUR NEIMOIDIAN

COUNCIL MEMBERS.

NUTE

Your little insurrection is at an

end, Your Highness. Time for you to

sign the treaty... and end this

pointless debate in the Senate.

SADBE dressed like the Queen appears in the doorway with

SEVERAL TROOPS.

Several destroyed battle droids can be seen in the distance.

SABE

I will not be signing any treaty,

Viceroy, because you've lost!

NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE

yells at the TEN GUARDS in the room.

NUTE

After her! This one is a decoy!

SIX OF THE DROIDS rush out of the throne room after SABE.

NUTE turns to PADME.

NUTE

Your Queen will not get away with

this.

PADME slumps down on her throne and immediately hits a

security button that opens a panel in her desk opposite Capt.

Panaka.  PADME grabs two pistols, tosses one of the to Capt.

Panaka and one to an OFFICER. She takes a third pistol and

BLASTS the last of the BATTLE DROIDS.

The OFFICERS rush to the door control panel as PADME hits

the switch to close the door. The OFFICER at the door jams

the controls. Capt. Panaka throws more pistols to the OTHER

GUARDS. The NEIMODIANS are confused and afraid.

PADME

Now, Viceroy, this is the end of

your occupation here.

NUTE

Don't be absurd. There are too few

of you. It won't be long before

hundreds of destroyer droids break

in to rescue us.

INT. THEED - POWER GENERATOR - MELTING PIT

OBI-WAN screams as the pulsing electron gate opens, and the

SITH LORD attacks him. The DARK LORD is relentless in his

assault on the young JEDI.

OBI-WAN and DARTH MAUL use the Force to fling objects at

each other as they fight. DARTH MAUL seems to have the upper

hand as OBI-WAN grows weary.

DARTH MAUL catches OBI-WAN off guard, and the JEDI slips

into a melting pit. He is barely able to hold onto a nozzle

on the side of the pit. DARTH MAUL grin evilly at OBI-WAN as

he kicks OBI-WAN's lightsaber down the endless shaft.

The SITH LORD smiles as he goes in for the kill. At the last

moment, OBI-WAN jumps up out of the pit, calls QUI-GON's

lightsaber to hi, throwing DARTH MAUL off. The young JEDI

swings with a vengeance, cutting the SITH down. DARTH MAUL

falls into the melting pit to his death.

OBI-WAN rushes over to QUI-GON, who is dying.

OBI-WAN

Master! Master!

QUI-GON

It is too late...It's...

OBI-WAN

No!

QUI-GON

Obi-Wan promise... promise me you'll

train the boy...

OBI-WAN

Yes, Master...

QUI-GON

He is the chosen one... he will...

bring balance... train him!

QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.

INT. NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

ANAKIN peeks over the edge of the cockpit to see BATTLE DROIDS

surrounding the ship. He ducks back down.

ANAKIN

Uh oh. This is not good.

He looks at the dashboard to see red lights.

ANAKIN

The systems are still overheated,

Artoo.

The BATTLE DROID CAPTAIN walks up to the ship and sees ARTOO.

BATTLE DROID CAPTAIN

Where's your pilot?

ARTOO beeps a reply.

BATTLE DROID CAPTAIN

You're the pilot?

ARTOO whistles.

BATTLE DROID CAPTAIN

Let me see your identification!

ANAKIN sees the dashboard lights go from red to green.

ANAKIN

Yes...we have ignition.

He flips the switch and the engine starts.

BATTLE DROID CAPTAIN

(seeing Anakin)

You! Come out of there or we'll blast

you!

ANAKIN

Not if I can help it! Shields up!

ANAKIN flips a switch and the ship levitates, knocking over

the BATTLE DROID CAPTAIN. The OTHER DROIDS shoot, but the

lasers are deflected by ANAKIN's shields. ARTOO beeeps.

ANAKIN

his should stop them.

ANAKIN fires lasers as the ship begins to rotate.

ANAKIN

...and take this!

He presses a button and launches two torpedos which miss the

DROIDS.

ANAKIN

Darn...I missed!

The two torpedos fly down a hallway and explode inside the

reactor room.

ANAKIN

Let's get out of here!

ANAKIN's ship roars through the hanger deck, bouncing over

the DROIDS.

ANAKIN

Now, this is Podracing! Whoopee!

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW turns to CAPTAIN DOFINE.

TEY HOW

Sir, we're losing power... There is

some problem with the main reactor...

DOFINE

Impossible!! I don't...

The bridge explodes.

INT. NABOO FIGHTER - COCKPIT - SPACE

RIC OLIE watches in amazement as the Federation battleship

starts to explode from the inside out.

BRAVO TWO

What's that?? It's blowing up from

the inside.

RIC OLIE

I don't know, we didn't hit it.

BRAVO THREE

Look! One of ours! Outta the main

hold!!

EXT. NABOO GRASS PLAINS - DAY

Suddenly, all of the DROIDS begin to shake upside down, run

around in circles, then stop. The GUNGANS carefully move out

to inspect the FROZEN DROIDS. JAR JAR pushes one of the BATTLE

DROIDS, and it falls over.

JAR JAR

Wierdind...

EXT. THEED - CENTRAL HANGER - DAY

ANAKIN and ARTOO follow the squad of yellow Naboo starfighters

into the main hanger.

INT. THEED - CENTRAL HANGER - DAY

RIC OLIE and the OTHER PILOTS gather around as they exit

their ships.

BRAVO TWO

He flew into the hold, behind the

deflector shield and blasted the

main reactor...

BRAVO THREE

Amazing... They don't teach that in

the academy.

ANAKIN's ship skids to a stop behind the other Naboo

starfighters. RIC OLIE, BRAVO TWO, the OTHER PILOTS, and

GROUND CREW rush to his ship.

RIC OLIE

We're all accounted for. Who flew

that ship?

ANAKIN sheepishly opens the cockpit and stands up. All the

PILOTS stare in amazement.

ANAKIN

I'm not going to get into trouble,

am I?

ARTOO beeps. oh. oh.

INT. MAIN HANGER - COURTYARD - DAY

The large, grand cruiser of the Supreme Chancellor lands in

the courtyard of the main hanger. Capt. Panaka and TWENTY

TROOPS guard NUTE GUNRAY and RUNE HAAKO. OBI-WAN, the QUEEN,

and her HANDMAIDENS stand before the NEIMOIDIANS.

PADME

Now, Viceroy, you are going to have

to go back to the Senate and explain

all this.

CAPT. PANAKA

I think you can kiss your Trade

franchise goodbye.

The main ramp of the cruiser is lowered as OBI-WAN and Capt.

Panaka lead the VICEROY and HIS ASSISTANT toward the ship.

The GRAND CHANCELLOR PALPATINE and SEVERAL REPUBLIC GUARDS

descend the walkway, followed by YODA and SEVERAL OTHER JEDI

MASTERS.

The CHANCELLOR PALPATINE is greeted by the QUEEN.

AMIDALA

Congratulations on youer election,

Chancellor. It is so good to see you

again.

PALPATINE

It's good to be home. Your boldness

has saved our people, Your Majesty.

It is you who should be congratulated.

Together we shall bring peace and

prosperity to the Republic.

OBI-WAN greets YODA and the OTHER JEDI as Capt. Panaka takes

the NEIMODIANS onto the cruiser.

INT. TURRET ROOM - NABOO PALACE - LATE DAY

The sun streams into the multi-windowed room at a low angle.

It is not quite sunset. YODA paces before OBI-WAN, who is

kneeling in the center of the room.

YODA

Confer on you, the level of Jedi

Knight the Coucil does. But agree on

you taking this boy as your Padawan

learner, I do not.

OBI-WAN

Qui-Gon believed in him. I believe

in Qui-Gon.

YODA

The Chosen One the boy may be;

nevertheless, grave danger I fear in

his training.

OBI-WAN

Master Yoda, Igave Qui-Gon my word.

I will train Anakin. Without the

approval of the Council if I must.

YODA

Qui-Gon's defiance I sense in you.

Need that, you do not. Agree, the

council does. Your apprentice, young

Skywalker will be.

EXT. THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET

QUI-GON's body goes up in flames as the JEDI COUNCIL, the

QUEEN, SIO BIBBLE, Capt. Panaka, the HANDMAIDENS, and ABOUT

ONE HUNDRED NABOO TROOPES, TWENTY OTHER JEDI, PALPATINE, OBI-

WAN (standing with ANAKIN), JAR JAR, BOSS NASS, and TWENTY

OTHER GUNGAN WARRIORS watch. There is a drum roll that stops.

Doves are released, and the body is gone. ANAKIN looks to

OBI-WAN.

OBI-WAN

He is one with the Force, Anakin...You

must let go.

ANAKIN

What will happen to me now?

OBI-WAN

I am your Master now. You will become

a Jedi, I promise.

To one side, MACE WINDU turns to YODA.

MACE WINDU

There is no doubt. The mysterious

warrior was a Sith.

YODA

Always two there are... no more...

no less. A master and an apprentice.

MACE WINDU

But which one was destroyed, the

master or the apprentice?

They give each other a concerned look.

EXT. THEED - CENTRAL PLAZA - DAY

CHILDEREN SING and throw flowers on the passing GUNGAN

SOLDIERS. The CROWDS CHEER. It is a grand parade.

QUEEN AMIDALA stands next to the SUPREME CHANCELLOR PALPATINE,

ANAKIN, OBI-WAN, SIO BIBBLE, and the JEDI COUNCIL. ARTOO

stands in front of the QUEEN'S HANDMAIDENS and whistles at

the parade. QUEEN AMIDALA and PALPATINE smile at one another

In the parade are BOSS NASS and his GUARDS, JAR JAR and

GENERAL CEEL. The GUNGANS ride KAADU.  They stop before the

QUEEN and walk up the steps to stand by her side. BOSS NASS

holds up the Globe of Peace. EVERYONE CHEERS.

The parade marches on.

IRIS OUT:

END TITLES