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Episode 2 Scriptment
Posted by: Bill Cable 4-2-02 12:01am



This is REAL according to my source.  Proceed with caution!!!












SPOILERS GALORE!!!











I'm Not Joking!!!!






04/01/2002 

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


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

					EPISODE II
				ATTACK OF THE CLONES

			There is unrest in the Galactic Senate.
			Several hundred solar systems, under the
			leadership of the Rebel Leader, Count
			Dooku, have declared their intentions to
			secede from the Republic.

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

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

We upwards to see the massive amber planet of Coruscant. Soon after, a 
couple of Naboo Fighters fly overhead toward the planet, followed by 
the large chrome Nubian Wing which is in turn flanked by another 
fighter.

EXT CORUSCANT SKY - DAWN 
The ships maneuver their way through the capital as dawn spreads it 
light over the massive buildings and infrastructure. The Naboo 
spacecraft navigate their way to a clover-shaped landing platform.

EXT. LANDING PLATFORM (CORUSCANT) - DAY
A small group of dignataries await to welcome the Senator of Naboo. One 
of the members of the group is a well dressed Jar Jar Binks, a member 
of the Galactic Representative Commission, and Dorme, Senator Amidala's 
handmaiden. 

Captain Typho jumps down from the wing of his fighter and approaches 
the female pilot of the other fighter.

				CAPTAIN TYPHO
			We made it. I guess I was wrong, there was
			no danger at all.
 
The ramp of the Royal Cruiser slowly lowers and two Naboo Guards 
appear. Senator Amidala, her handmaiden Verse, and four troopers begin 
to descend the ramp.

Suddenly, as Senator Amidala reaches the foot of the ramp, there is a 
blinding flash and a huge explosion. The dignataries and pilots are 
hurled to the ground as the Starship explodes. Klaxons blare loudly and 
alarms begin to sound. Captain Typho and the two escort pilots get up 
and run to where Senator Amidala lays dying. R2-D2 drops down from the 
Naboo fighter and rolls toward the wreckage. Amidala's decoy, CORDÉ, is 
among the terminally wounded.

The real SENATOR AMIDALA (a.k.a. PADMÉ NABERRIE) rushes over to the 
dying Cordé.

				PADMÉ 
			Cordé...

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

				CORDÉ
			... I'm sorry, m'lady... I'm... not sure I... 

CORDÉ dies. PADMÉ hugs her.

				AMIDALA
			No!... No!... No!...

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

				AMIDALA
			I should not have come back.

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

Amidala says nothing.

				CAPTAIN TYPHO
			This vote is very important. You did
			your duty and  Corde did hers. Now
			come. (she doesn't respond) M'Lady,
			please!

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

EXT. SENATE BUILDING - DAY 
The massive Senate Building glistens in the afternoon sun. Small 
patches of fog have still to burn off.

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

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

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

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

There is a shock silence in the vast arena.

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

There is a moment of silence. Ask Aak, the Senator of Malastare, moves 
his pod into the center of the arena.

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

A second pod moves into the centre of the area with Darsana, the 
Ambassador of Glee Anselm.

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

Senator Orn Free Taa swings forward in his pod.

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

				PALPATINE
			Senator, negotiations are continuing
			with the separatists. Peace is our
			objective here, not war.

The Senators yell pro and con. Mas Amedda tries to calm things down. 
Senator Padme Amidala, with Captain Typho, Jar Jar, and Dorme, 
manoeuvre her pod into the centre of the vast arena and raises her 
voice.

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

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

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

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

Many of the Senators boo and yell at Senator Amidala.

				PADME
			 	(C'tnd)
			I warn you, if you vote to create
			this army, war will follow. I have
			experienced the misery of war 
			first-hand; I do not wish to do it
			again.

There is sporadic yelling for and against her statements.

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

There is an undercurrent of booing and groaning. Senator Orn Free Taa 
moves his pod next to Padme.

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

Amidala looks angry and frustrated. Palpatine gives her a sympathetic 
look.

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

INT. SENATE BUILDING, OUTSIDE OF PALPATINE'S OFFICE (CORUSCANT)-DAY 
Outside the office stand the Chancellor's guards, now dressed in red.

INT. SENATE BUILDING, PALPATINE'S OFFICE (CORUSCANT) - DAY 
The Supreme Chancellor is already in his office sitting behind his 
desk, two Red Royal Guards on either side of the door. The Chancellor 
has assembled the venerable Jedi Masters Yoda, Plo Koon, Ki-Adi-Mundi 
and Mace Windu, to contemplate the recent events. Luminara Unduli and 
her apprentice Bariss Offee stand in the background.

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

				MACE WINDU
			If they do break away -

				PALPATINE
			No! I will not let that happen!
			I will not let this Republic be
			split in two. My negotiations will
			not fail.

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

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

The little green Jedi Master closes his eyes to concentrate.

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

				PALPATINE
			What?

				MACE WINDU
			What do you sense, Master?

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

Palpatine's assistant, Dar Wac comes forward.

				DAR WAC
			The loyalist committee has arrived,
			my Lord. 

				PALPATINE
			Send them in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, JAR JAR, MAS AMEDDA, 
DORME, and SENATORS BAIL ORGANA, HOROX RYYDER and ORN FREE TAA enter 
the office. YODA and MACE WINDU move to greet the SENATOR, YODA taps 
AMIDALA with his cane.

				YODA
			With you the force is strong...
			young Senator. To see you alive
			brings warm feeling to my heart.

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

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

				PADME
			I don't wish to disagree but I
			think that Count Dooku was behind
			it.

There is a stir of surprise.

				MACE WINDU
			You know, M'Lady, Count Dooku
			was once a Jedi. He wouldn't
			assassinate anyone, it is not in
			his character.

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

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

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

				PALPATINE
			Count Dooku has always avoided
			any kind of conflict. It appears
			he has no desire to start a war.
			Why would he kill you? To what end?

				PADMÉ 
			I don't know, but everything in my
			being tells me he was behind it... 

After gazing out of the window for several moments Palpatine turns to 
Mace.

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

				BAIL ORGANA
			Do you think that is a wise use
			of manpower during these stressful
			times?

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

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

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

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

Palpatine nods to Mace, who nods back at the Chancellor.

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

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

				PADMÉ
			This is not necessary, Chancellor.

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

Amidala lets our a sigh while the Jedi are getting up to leave.

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

Yoda leans into the senator's ear.

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

EXT. REPUBLIC EXECUTIVE BUILDING (CORUSCANT) - DAY
The windows of the building glisten in the sun as shadows of passing 
vehicles are cast onto the walls.

INT. OUTSIDE AMIDALA'S APARTMENT (CORUSCANT) - DAY
Anakin and Obi-Wan reach Padme's room. Jar Jar is waiting for them. He 
greets the two Jedi.

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

				JAR JAR
			And dis is yousa apprentice, No
			Annie? Noooo! Little bitty Annie?
			Yousa so biggen.

				ANAKIN
			Hi, Jar Jar.

Jar Jar gets over over excited.

				JAR JAR
			Annie! Annie! Yiyiyiyiyiyiiii!

Jar Jar hugs Anakin then suddenly gets a little embarrassed and turns 
to Obi-Wan.

				JAR JAR
			Excuse me, Master Obi-Wan. I
			completely forgot myself for
			a moment there. She's Expectin
			yousa. Annie, meesa no beliven!

He ushers the two Jedi into Padme's apartment.

INT. SENATE BUILDING, PADME'S APARTMENT, MAIN ROOM (CORUSCANT) - DAY
Jar Jar brings Obi-Wan into the room where Padme and her entourage are 
waiting.

				JAR JAR
			Lookie, lookie Senator! Desa Jedi
			arriven.

Obi-Wan shakes hands with Padme.

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

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

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

Padme looks passed Obi-Wan and sees Anakin.

				PADMÉ
			Annie? My goodness you've grown.

				ANAKIN
			So have you... grown more beautfiul,
			I mean... and much shorter... for a
			Senator, I mean.

				PADME
			Oh Annie, you'll always be that boy
			I knew on Tatooine.

Padme offers seats to the two Jedi and the conversation turns to the 
assassination attempts.

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

				CAPTAIN TYPHO
			I am very grateful you are here, Master
			Kenobi. The situation is more Dangerous
			than the Senator will admit.

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

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

				ANAKIN
			We will find out who is trying to kill
			you Padme, I promise you.

Obi-Wan glares at Anakin.

				OBI-WAN
			We are not going to exceed our mandate,
			my young Padawan.

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

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

				ANAKIN
			Why?

				PAMDE
			What??!!

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

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

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

Padme leaves to go to her room. The two Jedi get to their feet.

				CAPTAIN TYPHO
			I'll have an officer on every
			Floor and I'll be at the command
			Center downstairs.

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

Captain Typho leaves.

				ANAKIN
			She didn't even recognize me,
			Jar Jar. I thought about her
			every single day since we parted.
			And she's forgotten about me
			completely.

She does notice him and was trying to hide her excitement because she 
was in the Chancellor's office at the time. Jar Jar and Obi-Wan picked 
up on this.

				JAR JAR
			Shesa happy. Happier den mesa see-en
			her in long time.

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

				ANAKIN
			Yes, my master.

EXT. CORUSCANT LOWER LEVELS - NIGHT
A dragster speeder pulls up onto a balcony with neon advertising boards 
in the background and the bounty hunter Zam Wessel emerges from it. She 
is alerted to a dark figure emerging from the shadows covered from head 
to toe in armour - Jango Fett. Jango makes it clear that Zam must not 
fail him again.

				JANGO
			We'll have to try something more
			subtle this time, Zam. My client
			is getting impatient. There can be
			no mistakes this time. Take these.
			Be careful. They're very poisonous.

Zam takes the deadly kouhuns and Jango disappears into the shadows 
again. Zam puts the creatures into an ASN-121 ASSASSIN DROID which 
leaves the balcony and moves into the city.

INT. JEDI TEMPLE, HALLWAY LEADING TO COUNCIL CHAMBER (CORUSCANT) - NIGHT
Mace Windu and Yoda are walking down a long hallway leading to the Jedi 
Council Chamber...

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

				YODA
			Masking the future is this disturbance
			in the Force.

				MACE WINDU
			It's been ten years, and the Sith
			still have not shown themselves. Do
			you think they are behind this?

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

				MACE WINDU
			Do you think Obi-Wan's apprentice
			will be able to bring balance to
			the Force?

				YODA
			Only if he chooses to follow his
			destiny.

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

INT. SENATE BUILDING, PADME'S APARTMENT, MAIN ROOM (CORUSCANT) - NIGHT
Anakin is standing in the living room. He is in a meditative state. It 
is quiet. We hear distant footsteps in the corridor outside the 
apartment.

Suddenly Anakin's eyes pop open. His eyes dart around the room. He 
reaches for his lightsabre, then smiles and puts it back in his belt. 
The door to the apartment slides open, and Obi-Wan enters.

				OBI-WAN
			The security systems are working
			and Captain Typho has more than
			enough men downstairs. No assassin
			will try that way. Any activity
			up here?

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

Anakin checks his view finder of Padme's room.

				OBI-WAN
			What's going on?

				ANAKIN
			She covered that camera. I don't think
			she liked me watching her.

				OBI-WAN
			What is she thinking?

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

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

				ANAKIN
			I know, but we also want to catch this
			assasin, don't we Master?

				OBI-WAN
			You're using her as bait?

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

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

				ANAKIN
			And yours are?

				OBI-WAN
			Possibly.

EXT. BALCONY - PADME'S APARTMENT (CORUSCANT) - NIGHT
The two Jedi walk out onto a balcony outside the room to get some air.

				OBI-WAN 
			You look tired.

				ANAKIN
			I don't sleep well, anymore.

				OBI-WAN 
			Because of your mother?

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

				OBI-WAN
			I'm not sure what it means... But
			dreams pass in time.

				ANAKIN
			I'd rather dream of Padme. Just
			Being around her again is...
			intoxicating.

INT. SENATE BUILDING, PADME'S APARTMENT, MAIN ROOM (CORUSCANT) - NIGHT
They return inside and the window slides shut behind them.

				OBI-WAN
			Mind your thoughts, Anakin, they
			Betray you. Remember you've made
			a commitment to the Jedi order...
			a commitment not easily broken...
			and don't forget she's a politician.
			They are not to be trusted.

				ANAKIN 
			She's not like the others in the
			Senate, Master.

				OBI-WAN
			It's been my experience that
			Senators are only focused on
			pleasing their corporations that
			fund their campaigns, My young
			Padawan... and they are more then
			willing to forget the niceties of
			democracy to get those funds.

				ANAKIN
			Not another lecture, Master. At least
			not on the economics of politics.
			It's too early in the morning... and
			besides, you're generalizing. The
			Chancellor doesn't appear to be corrupt.

				OBI-WAN
			Palpatine's a politician, I've observed
			that he is very clever at following the
			passions and prejudices of the Senators.

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

Anakin senses something in Padme's room.

				OBI-WAN
			I sense it, too.

INT. SENATE BUILDING, AMIDALA'S BEDROOM (CORUSCANT) - NIGHT
As Padme sleeps, a siloutte moves along the walls. There's something 
outside!

A hovering ASN-121 ASSASSIN DROID attaches a little tube to the 
window...two deadly Kouhuns Assassin Centipedes exit the tube.

Artoo sounds an alarm and shining a light on her bed. The Kouhuns are 
inches from Padme's face, mouths open and "stinger tongues" that flick 
out.

Obi-Wan and Anakin burst into the room.

				ANAKIN
			Padme!!!

The kouhons stand on their hind legs and hiss as Padme wakes up. Anakin 
throws himself in front of her, whacking in half the deadly creatures 
with his lightsaber.

Obi-Wan then notices the droid and leaps onto it just as it flies out 
the window, its mission uncompleted. Anakin and Padme stare at the 
sight of Obi-Wan being carried off by the droid. Anakin turns to her, 
she pulls her nightdress around her shoulders

				ANAKIN
			Stay here!

Captain Typho and Dorme come into the room in time to see Anakin 
running out.

EXT. HEAVY TRAFFIC AND BUILDINGS OF CORUSCANT - NIGHT 
In an effort to unload the dead weight of Obi-Wan, the droid sends 
several electrical shocks across its surface, causing Obi-Wan to almost 
lose his grip, but he hangs on.

As they move in and out of the Coruscant night traffic, Obi-Wan 
disconnects a wire on the back of the droid but it shuts all power off 
to the droid. They immediately drop towards the surface but Obi-Wan 
realises what he's done in time and plugs the wire back in. The droid 
lights up again and resumes its course. 

EXT OF SENATE BUILDING
Anakin charges out of the Senate building, bustles through the 
cityscape and finds a line of parked vehicles. He vaults into a yellow 
one and takes off, gunning it fast. In all likelihood this is not 
Anakin's speeder, rather one he is "borrowing" and possibly has to hot-
wire.

EXT. CORUSCANT SKY-NIGHT
As Obi-Wan hangs onto the assassin droid with his life, it bumps 
against a wall hoping to knock the Jedi loose. However it fails and 
instead races behind the afterburner of a speeder, trying to scorch him 
loose. Again, it fails.

EXT. CORUSCANT SKY-NIGHT - ELSEWHERE
Anakin turns up a side street, zooms up several small passageways, then 
stops, hovering about fifty stories up.

EXT. CORUSCANT SKY-NIGHT
The droid takes the Obi-Wan wildly between buildings and finally skims 
across a rooftop as Obi-Wan is forced to lift his legs, then run across 
the roof, tenaciously hanging onto the droid. The droid heads for a 
dirty, beat-up speeder hidden in an alcove of a building about twenty 
stories up. When the pilot of the speeder, a scruffy bounty hunter 
called Zam Wesell, sees the droid approach with Obi-Wan hanging on, she 
pulls a long rifle out of the speeder and starts to fire at the Jedi. 
Explosions burst all around Obi-Wan.

				OBI-WAN
			I have a bad feeling about this.

Finally, the Droid suffers a direct hit from Zam's rifle and blows up. 
Obi-Wan falls fifty stories, until a speeder drops down next to him, 
and he manages to grab onto the back end of the speeder and haul 
himself toward the cockpit. The Jedi struggles to climb into the 
passenger seat of the open speeder and sit down next to the driver, 
Anakin.

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

				OBI-WAN
			What took you so long?

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

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

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

				ANAKIN
			I thought I already did.

They move in and out of oncoming traffic.

				OBI-WAN
			Only in your mind, my very young
			apprentice.

Anakin darts across lanes of traffic.

				OBI-WAN
				(C'tnd)
			Careful!! Hey, easy!!

Anakin flies between two buildings and miraculously through a 
construction site.

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

Zam Wesell continues to fire at them.

				OBI-WAN
			I don't mind flying...

They barely miss a commuter train

				OBI-WAN
				(C'tnd)
			...but what you're doing is suicide!

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

				OBI-WAN
			Just slow down!

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

				OBI-WAN
			Wait! Don't go in there!

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

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

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

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

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

				ANAKIN
			Right - this isn't working.

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

				OBI-WAN
			That was too close!

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

				ANAKIN
			Clear that!

				OBI-WAN
			What??

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

Obi-Wan leans out of the speeder and crawls out onto the front engine, 
pulling the flag free of the scoop. Suddenly, the speeder lurches 
forward with a surge of power.

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

				ANAKIN
			So sorry, Master.

They head for a power refinery.

				OBI-WAN
			It's dangerous near those power
			couplings! Slow down! Don't go
			through there!

But Anakin follows the bounty hunter through the power refinery. Huge 
electrical bolts shoot between the buildings as the speeders pass.

				OBI-WAN
			Yiiii, what are you doing?

The speeder is zapped by the bolts.

				ANAKIN
			Sorry, Master!

				OBI-WAN
			Oh, that was good...

				ANAKIN
			That was crazy!!!

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

				ANAKIN
			Ahh, damn.

				OBI-WAN
			Stop!!

				ANAKIN
			No, we can make it!

Anakin barely misses Zam speeder as he dives under it, and through a 
small gap in the building hitting several pipes and going wildly out of 
control. He struggles to regain control of the speeder, narrowly 
missing a floating crane and barely clipping a pair of giant struts. 

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

A giant gasball shoots up, causing Anakin to spin and bump a building, 
stalling the speeder.

				ANAKIN
			But it worked... we made it.

				OBI-WAN
			It didn't work. We've stalled! And
			you almost got us killed!

				ANAKIN
			I think we're still alive.

Anakin works to get the speeder started and it quickly races to life 
once again.

				OBI-WAN
			It was stupid!

				ANAKIN
			I could have made it...

				OBI-WAN
			But you didn't!!! And now we've
			lost him.

Suddenly, there is an ambush. Laser bolts fire everywhere as explosions 
surround them. They look up to see Zam Wesell take off. A small fire 
begins in their speeder from the explosions.

				ANAKIN
			No we didn't...

Out of a cloud of smoke and ball of flames the Jedi tear after Zam. 
Obi-Wan slaps out the small fire on the dashboard. Zam goes up and 
down, through cross-traffic. There is a near miss as a speeder almost 
hits them. Zam turns down and left between two buildings. Anakin pulls 
up and to the right

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

				ANAKIN
			This is a shortcut... I think.

				OBI-WAN
			What do you mean, 'You think?'
			What kind of shortcut?! He went
			completely the other way! You've
			lost him!

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

				OBI-WAN
			Oh, so that's why we're going in the wrong direction.

Anakin turns up a side street, zooming up several small passageways. He 
comes to a stop, hovering about fifty stories up.

				OBI-WAN
			Well, you lost him.

				ANAKIN
			I'm deeply sorry, Master.

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

				ANAKIN
			Hold on a second.

Anakin jumps out of the speeder. Obi-Wan looks down and sees Zam's 
dragster about five stories below them cruising past. Anakin 
miraculously lands on top of the Bounty Hunter's dragster and it 
wobbles under the impact. Zam looks up and realizes what has happened.

Up in the speeder Obi-Wan looks down at this.

				OBI-WAN
			I hate it when he does that.

Zam takes off, and Anakin slides to the back strut and almost slips 
off, but he manages to hang on. He works his way back to the dragster's 
cockpit. Suddenly, Zam just stops, and Anakin flies forward to the left 
front fork. Zam shoots at him with a laser pistol. There is a blast 
near Anakin's hand, which breaks off a piece of the dragster. Anakin 
slides to the right fork of the speeder, where Zam can't reach him. He 
scrambles to the top, holding onto an air scoop.

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

Anakin sticks his hand into the cockpit and, using the Force, pulls the 
gun out of Zam's hand. She grabs the Jedi's hand, and they struggle for 
the weapon. It goes off, blowing a hole in the floor of the dragster 
which careens wildly out of control. Zam struggles to pull the dragster 
out of it's nose dive. Obi-Wan gets slowed down by traffic and loses 
sight of the Bounty Hunter's vehicle.

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

EXT. NIGHTCLUB (CORUSCANT) - NIGHT
While Anakin is stunned, Zam jumps out and makes a run for it. Anakin 
pursues the bounty hunter to a nightclub. He's just about to follow her 
inside when there is a sudden swirl of litter from down thrusters. 
People start moving out of the way, and the open speeder lands in the 
street beside him. Obi-Wan gets out and walks over, holding out 
Anakin's lightsaber.

				OBI-WAN
			Anakin!

				ANAKIN
			She went into that club, Master.

				OBI-WAN
			Patience.

Obi-Wan starts to hand Anakin the lightsabre Anakin dropped.

				OBI-WAN
			 	(cont.)
			Here. Next time try not to lose it.

				ANAKIN
			Sorry, Master.

ANAKIN reaches for the lightsabre, but OBI-WAN holds it back.

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

				ANAKIN
			Yes, Master.

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

				ANAKIN
			I know, Master.

				OBI-WAN
			This weapon is your life!

				ANAKIN
			I've heard this lesson before.

Obi-Wan finally holds out the lightsaber and Anakin grabs it.

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

				ANAKIN
			I try, Master.

Anakin make their way to the entrance of the nightclub. They are 
stopped by a tall alien bouncer who won't let them in. Obi-Wan uses a 
mind trick on him and the two Jedi enter.

INT. NIGHTCLUB (CORUSCANT) - NIGHT
Anakin and Obi-Wan walk into the nightclub. Anakin looks around at the 
patrons then at Obi-Wan and makes a quip about their attire.

				OBI-WAN
			Why do I think you are going to
			be the death of me?

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

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

				ANAKIN
			I will. I'll do better, I promise.

Obi-Wan settles with this. He looks around for the bounty hunter.

				OBI-WAN
			Can you see him?

				ANAKIN
			I believe that 'he' is actually a
			'she'.

Obi-Wan begins to walk off.

				OBI-WAN
			Be extra careful.

He nods to a room.

				OBI-WAN
				(C'tnd)
			Check it out.

				ANAKIN
			Where are you going?

				OBI-WAN
			To get a drink.

Obi-Wan calmly walks over to the bar and orders a drink. A young 
troublemaker named ELAN SLEAZEBAGGANO who irritatingly tries to sell 
them some kind of drugs soon disturbs him.

				ELAN
			You want some death sticks? You want
			some death sticks?

Obi-Wan casually waves his hand in front of Elan's face.

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

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

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

				ELAN
			I want to go home and rethink
			my direction in life.

Elan then blankly turns and walks out of the club. 

Obi-Wan knows Zam is around. As was his plan, she creeps up behind Obi-
Wan and raises her gun to the back of his head. Obi-Wan quickly spins 
around and chops her arm off at the elbow with his lightsaber.

Zam lies in a heap at Obi-Wan's feet. Her arm - and blaster - lie in a 
pool of blood a little to one side. The crowd and band go silent. The 
patrons eye the Jedi.

Anakin then comes running up to Obi-Wan and uses Force persuasion on 
the nightclub patrons.

				ANAKIN
			Go about your business...

The two Jedi begin to drag Zam out the door into the alley.

EXT. BACK OF NIGHTCLUB-CORUSCANT (NIGHT)
The Jedi drag Zam into the alley and begin to interrogate her.

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

				ZAM
			The Senator from Naboo.

				OBI-WAN
			Who hired you?

				ZAM
			It was just a job. And the next one
			won't make the same mistake I did.

				ANAKIN
			Tell us! Tell us now!!!!

				ZAM
			It was a Bounty Hunter named -

Tere is a 'fzzzt' sound and Zam slumps to the ground. Obi-Wan is kneels 
down beside her and she puts her remaining arm up on his shoulder, 
keeping her up off the ground. Her face begins to get a little wider, 
her eyes get bigger and more oval and her nose gets wider and flatter. 
Lines start to appear in her facial features and her cheeks get sucked 
in a little as it becomes greener. Finally, her skin becomes wrinkled 
and she falls backwards onto her back, arms outstretched. They realise 
she's a Clawdite - an alien shapeshifer

Obi-Wan pulls a wicked looking dart out of her neck.

				OBI-WAN
			Toxic Dart...

The Jedi look up to see an armoured Rocketman shoot into the dark 
Coruscant night from a roof high above. He quickly disappears. The 
weapon that killed Zam is very mysterious to the two Jedi.

INT. JEDI TEMPLE, COUNCIL CHAMBER (CORUSCANT) - DAY
Anakin and Obi-Wan appear before the Council after the second 
assassination attempt.

				YODA
			Track down this Bounty Hunter you
			must, Obi-Wan.

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

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

				YODA
			Handle that, your Padawan will.

Mace turns to address Anakin.

				MACE
			Anakin, escort the Senator back to Naboo.
			She'll be safer there. And don't use
			a registered transport. Travel as refugees.

				ANAKIN
			It will be very difficult to get the
			Senator to leave the Capital.

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

				MACE
			Anakin go to the Senate and ask Chancellor
			Palpatine to talk to her.

Obi-Wan and Anakin bow then leave.

INT. SENATE BUILDING, PALPATINE'S OFFICE (CORUSCANT) - DAY
Anakin is talking with Palpatine about getting Padme to go back to
Naboo.

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

				ANAKIN
			Thank you, Your Excellency.

				PALPATINE
			So my young Padawan, they have finally
			given you an assignment, your patience
			has paid off.

				ANAKIN
			Your guidance, more than my patience.

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

				ANAKIN
			Thank you, Your Excellency.

The two walk down a set of steps towards the exit of the office.

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

He smiles at Anakin.

INT. PADME'S QUARTERS - BEDROOM (CORUSCANT) - DAY
Daylight shines into all corners of Senator Amidala's apartment. 
Security is on full alert after Senator Amidala's assassination attempt 
in her bedroom the previous night.

Anakin and Jar Jar stand near the door of the anteroom to Padme's 
bedroom. Dorme is packing luggage as she gets Padme ready to board a 
bus for the journey back to Naboo.

				PADME
			Representative Binks. I know I
			can count on you.

				JAR JAR
			Yousa betchen mesa bottums.

				PADME
			What?!

Jar Jar tries to cover up and clears his throat.

				JAR JAR
			Oh, pardon-ay, Senator. I
			am honoured to accept this
			heavy burden. I take on this
			responsibility with deep
			humility tinged with and
			overwhelming pride. It is not
			every day that I am called
			upon to...

He is cut off as Padmé gives him a hug and kiss on the cheek, as Jar 
Jar blushes.

				PADME
			You're a good friend, Jar Jar. I
			don't wish to hold you up. I'm
			sure you have a great deal to do.

				JAR JAR
			Of course, M'lady.

He bows before the Senator and flashes a dazzling smile towards Anakin 
as he leaves the apartment. Padme is in a very bad mood.

				PADME
			I do not like this idea of hiding.

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

				PADME
			I have worked for nearly a year
			to defeat the Military Creation
			Act and now I have to leave at a
			crucial time when its fate is to
			be decided in the Senate.

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

				PADME
			Pride?!? You believe you have a
			firm grip on politics but you are
			way too young to understand the
			situation. I suggest you reserve
			your opinions for some other time.

				ANAKIN
			I was only trying to...

				PADME
			Annie, no!

				ANAKIN
			Please don't call me that.

				PADME
			What?

				ANAKIN
			Annie...

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

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

				PADME
			I'm sorry, Anakin. It's impossible
			to deny you've...

She pauses and smiles at him.

				PADME
			 	(C'tnd)
			...that you've grown up.

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

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

Anakin is eager to clear-up the situation.

				ANAKIN
			Obi-Wan is a great mentor. As wise
			as Master Yoda and as powerful as
			Master Windu. I am truly thankful
			to be his apprentice. Only...
			 	(slight pause)
			...although I'm a Padawan learner,
			in some ways... a lot of ways...
			I'm ahead of him.

Padme looks at him, knowingly.

				ANAKIN
			 	(C'tnd)
			I'm ready for the trials. I know
			I am! He knows it too. He believes
			I'm too unpredictable for the trials
			but I'm beginning to doubt him. I
			see other Jedi, the same age as me,
			going through the trials and making
			it as Jedi Knights. I know I started
			my training late but he won't let
			me move on.

Padme continues to pack as she speaks.

				PADME
			That must be frustrating.

				ANAKIN
			It's worse... he's overly critical.
			He never listens! He just doesn't
			understand! I do not believe it is
			fair that Obi-Wan is holding me back.

Padme trying hard to suppress a laugh shakes her head.

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

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

Padme just smiles at him as Dorme laughs in the background.

				PADME
			I didn't say it to hurt you.

				ANAKIN
			I know...

There is a brief silence. Padme comes over to Anakin and they look into 
each other's eyes for the first time.

				PADME
			Anakin, don't try to grow up too
			fast.

Anakin looks deep into Padme's eyes.

				ANAKIN
			I am grown up. You said it yourself.

				PADME
			Please don't look at me like that.

				ANAKIN
			Why not?

				PADME
			Because I can see what you're
			thinking.

				ANAKIN
			Ahh... so, you have Jedi powers too?

Suddenly, Dorme looks up and watches Padme with concern.

				PADME
			It makes me feel uncomfortable.

				ANAKIN
			Sorry, M'lady.

He begins to back away as Padme turns and goes back to her packing.

EXT. CORUSCANT AIRBUS (CORUSCANT) - MORNING 
Amongst the busy spaceport in Coruscant's Industrial area, where 
floating cranes are unloading passengers and goods, a commuter bus 
arrives amongst the shadows of an intergalactic freighter.

INT. WESTPORT (CORUSCANT) - MORNING
Senator Amidala and Anakin Skywalker, dressed in Outland peasant 
clothing, get off the bus and greet a small farewell party. Included in 
the party is Obi-Wan Kenobi, Captain Typho and Dorme who is dressed 
identically to Senator Amidala and has Amidala and Anakin's luggage 
with her.

				CAPTAIN TYPHO
			Be careful, m'lady.

				PADME
			Thank you, Captain. Take good
			care of Dorme.

				DORME
			He'll be safe with me.

Her joke brings laughter to a serious situation. The laughter stops and 
Padme turns to Captain Typho.

				PADME
			The threat is now on you and
			Dorme.

Dorme starts to weep as Padme tenderly embraces her surviving 
handmaiden a fond farewell.

				PADME
			You'll be fine.

				DORME
			It's not me, M'Lady. I worry about
			you. What if they realize I'm not
			you?

Padme looks towards Anakin cheekily.

				PADME
			Then my Jedi protector will have
			to prove how grown up he is.

Dorme smiles once again as Padme grins towards Anakin. However, Anakin 
only frowns and is pulled aside by Obi-Wan.

				OBI-WAN
			Anakin, you stay put on Naboo.
			Do not attract any attention to
			yourself or the Senator. Do
			absolutely nothing without checking
			in with me or the Council.

				ANAKIN
			Yes, Master.

Obi-Wan turns to Padme.

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

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

The last of the passengers board the Starfreighter.

				ANAKIN
			Time to go.

				PADME
			I know. 

She gives Dorme one last hug. Anakin picks up the luggage, and the two 
exit the speeder bus, where Artoo is waiting for them.

				OBI-WAN
			May the Force be with you.

				ANAKIN
			May the Force be with you, Master.

Padme, Anakin and Artoo head off toward the giant Starfreighter.

				PADME
			Suddenly, I'm afraid...

				ANAKIN
			I'm kinda scared too. This is my
			first assignment on my own.

				PADME
			There's nothing to worry about...
			we have Artoo with us.

The two laugh.

Obi-Wan and Captain Typho watch Anakin and Padme disappear into the 
vastness of the spaceport with Artoo trundling along behind them.

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

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

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

EXT. JEDI TEMPLE (CORUSCANT) - DAY
Establishing shot of the Temple.

INT. JEDI TEMPLE, JEDI ANALYSIS CUBICLES (CORUSCANT) - DAY
Obi-Wan is at the Analysis Cubicles of the Jedi Temple and sets the 
dart on the tray waiting for him. The PK-4 Analysis Droid whirs to life 
and begins analysing the small weapon that had killed Zam just a short 
time ago.

The droid comes up with little information, only suggesting that it is 
a custom and unique weapon made by a warrior for battle. It doesn't 
match the markings of any known culture. The droid is limited in its 
searching capability, but does offer that if it can't identify it, no 
one could.

EXT DEX'S DINER
Surrounded by run-down buildings and warehouses, and traffic consisting 
of everything from old, beat up speeders to new fangled freighters, 
Kenobi makes his way towards a diner. The windows, which are covered by 
steam, have the words "Dex's Diner' spelled out on them. Kenobi walks 
in, leaving the busy traffic behind him.

INT. DEX'S DINER (CORUSCANT) - DAY
Hermione Bagwa, a waitress, stops wiping down tables to welcome the 
Jedi as he enters the restaurant, various aliens and patrons line the 
tables and booths.

				HERMIONE
			Do you need assistance?

				OBI-WAN
			I'm looking for Dexter.

				HERMIONE
			Waddya want him for?

				OBI-WAN
			Dexter's not in trouble. This
			visit is of a personal nature.

A brief pause follows, while the waitress inspects the Jedi, she turns 
and proceeds to a hatch between the diner and it's kitchen. She opens 
the hatch.

				HERMIONE
			Someone to see ya, honey... I
			think he's a Jedi.

A large alien head pokes through the hatch, which Hermoine spoke into. 
This is Dexter Jettster. Dexter's head is surrounded by steam as he 
looks across to see Obi-Wan Kenobi waiting on him.

				DEXTER
			Obi-Wan!

				OBI-WAN
			Hey Dex.

				DEXTER
			Take a seat! Be right with ya!

Kenobi takes a seat at a nearby booth while he waits on Dexter, 
Hermione Bagwa then offers him a cup of ardees.

				OBI-WAN
			Thank you.

Dexter Jettster comes out from the kitchen area to come what Obi-Wan 
wants. Dex is a very big alien with a stained white t-shirt and apron, 
just as you'd imagine any diner owner or cook. He has four arms with 
four fingers on each hand. He has a big bulging neck like a bullfrog. 
His lips are thick and in close proximity to his eyes and small nose. 
He has large, round feet with pointy toes and a very big belly that 
sticks out under his shirt. He's a very big guy, bald and sweaty - not 
someone to tangle with. Dex approaches the seat opposite Obi-Wan.

				DEXTER
			Hey, ol' buddy!

				OBI-WAN
			Hey, Dex.

Dexter is so big he can hardly fit into the small diner seat. Hermione 
brings the two fellows two mugs of steaming "ardees."

				DEXTER
			What can I do for you?

Obi-Wan takes out the dart he retrieved from the body of Zam Wesell. He 
lays it on the table.

				OBI-WAN
			Do you know what this is?

Dexter seems startled and his eyes get big. He puts down his mug to 
pick up and examines the dart.

				DEXTER
			Well, whattaya know. I ain't seen one
			of these since I was prospecting on
			Subterrel beyond the Outer Rim!

				OBI-WAN
			Do you know where it came from?

Dex gives him a big grin and puts the dart down.

				DEXTER
			This baby belongs to them cloners. What
			you got here is a Kamino Saberdart.

				OBI-WAN
				(thinking out loud)
			Why didn't the dart show up in the
			Jedi analysis archive?

				DEXTER
			I'll show you just how I know it's
			from Kamino. The funny little cuts
			on the side give it away. Those
			analysis droids you've got over there
			only focus on symbols, you know. I
			should think you Jedi would have more
			respect for the difference between
			knowledge and wisdom.

				OBI-WAN
			Well, Dex, if droids could think, we
			wouldn't be here, would we?

They laugh a bit at that and then Obi-Wan asks about Kamino itself.

				OBI-WAN
			Is it part of the Republic? I've never
			heard of it.

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

Obi-Wan then picks up the dart, holding it midway between them.

				OBI-WAN
			Cloners? Are they friendly?

				DEXTER
			It depends.

				OBI-WAN
			On what?

Dexter just grins. 

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

EXT. SHOT OF FREIGHTER (SPACE)
We see the freighter flying through space at great speed.

INT. CORUSCANT FREIGHTER (SPACE) 
The great, gloomy hold of the Starfreighter is crowded with emigrants 
and their belongings. R2-D2 makes his way through the crowd to the head 
of a food line, where servers are ladling out bowls of mush. R2 picks 
up two bowls and joins the line.

				FOOD SERVER
			Keep moving! Keep moving!

R2 moves along the bar, slipping a little tube into a tub of mush and 
sucking up a large quantity. With one of his little claw-arms, he grabs 
several chunks of something that looks like brown bread. The server 
spots R2.

				FOOD SERVER
			Hey! No Droids!

R2 beeps and takes one last big suck. He quickly moves away from the 
food line as the server shouts after him angrily. The little droid 
moves past groups of eating or sleeping emigrants including Sullustans, 
Aqualish, Ishi Tib and other species. He comes to where Anakin is sound 
asleep. The young Jedi seems to be having a nightmare and is very 
restless.

				ANAKIN
			No, no, Mom, no...

He begins to sweat. Padmé leans over Anakin and begins to wipe some of 
the sweat from his forehead. Suddenly, he wakes up with a start, then 
realizes where he is.

				ANAKIN
			What?

Anakin is still dazed as R2 fills up the two bowls with mush. Padmé 
looks at him.

				PADME
			You seemed to be having a nightmare.

He stares back at Padme closely, trying to see if he has revealed any 
of his secrets to her. R2 fills up the two bowls with mush.

				PADME
			Are you hungry?

Anakin takes the bowl from her.

				ANAKIN
			Thank you.

				PADME
			We went into lightspeed a while ago.

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

Padmé becomes a little unnerved by his intense stare. 

				PADME
			You were just a little boy then. It may
			not be as you remember it; time changes
			your perception.

				ANAKIN
			Time has given me more mature feelings
			to enhance my perception.

Padmé is a little uncomfortable and changes the subject.

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

				ANAKIN
			Or be with the people I love.

				PADME
			Are you allowed to love? I thought that
			was forbidden for a Jedi.

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

Padmé smiles.

				PADME
			You've changed so much

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

				PADME
			It hasn't...

				ANAKIN
			I can't wait to breathe the sweet breeze
			that comes off the rolling hills. Whenever
			I try to visualize the Force, those hills
			are what I see. I love Naboo.

This creates another an awkward moment. Padmé, once again, changes the 
topic.

				PADME
			Were you dreaming of his mother before?

				ANAKIN
				(nods)
			Yes. Because I left Tatooine so long ago,
			my memory of her is fading and I don't
			want to lose it. I've been seeing her in
			these vivid and scary dreams. I'm worried
			about her.

Padmé gives Anakin a sympathetic look.

EXT. OF NABOO
The Starfreighter, carrying Anakin and Padme, comes out of hyperspace 
and approaches the planet.

EXT. NABOO LANDING PLATFORM - DAY
The freighter approaches the giant spaceport of Theed, Naboo. It lands 
at a huge industrial port. Emigrants begin streaming from the 
Starfreighter into the vast docking area. Included in the emigrants are 
Padme and Anakin, disguised as peasants, and R2-D2. They exit from the 
docking area and head to the main plaza where they board a speeder bus.

EXT. THEED GRAND COURTYARD (NABOO) - DAY 
The speeder bus soon pulls up in the Grand Courtyard of Theed and 
stops. Padme, Anakin, and R2-D2 get out. The great courtyard stretches 
out before them; the sun sparkles off the rose-colored domes of the 
palace on the far side.

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

				PADME
			I doubt that.

They pick up their suitcases and start to cross the courtyard. Artoo 
trundles behind them. 

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

				PADME
			...and the soft sound of the distant
			waterfalls. I remember the first time
			I visited the Capital when I was a
			child. I had never seen a waterfall
			before and I can remember how beautiful
			they looked. I never dreamed one day
			I'd live in the palace.

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

				PADME
			No! That was the last thing I thought
			of. My dream was to help in the Refugee
			Relief Movement. I never thought of
			running for elected office. But the more
			history I studied, the more I realized
			how much good politicians could do. So
			when I was eight, I joined the Apprentice
			Legislators, then later on became a
			Senatorial advisor, with such a passion
			that, before I knew it, I was elected
			Queen. Partly because I scored so high
			on my education certificate, but for
			the most part it was my conviction that
			reform was possible.
				(pause)
			I wasn't the youngest Queen ever elected,
			but now that I think back on it, I'm not
			sure I was old enough. I'm not sure I
			was ready.

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

Padme looks at Anakin warily, making their way to the Palace.

				PADME
			Popular rule is not democracy, Annie.
			It gives the people what they want,
			not what they need. And, truthfully,
			I was relieved when my two terms
			were up.

Padme looks at ground in contemplation.

				PADME
				(C'tnd)
			So were my parents. They worried
			About me during the blockade and
			couldn't wait for it all to be
			over. Actually, I was hoping to
			have a family by now...

She looks up at Anakin with eagarness and passion.

				PADME
				(C'tnd)
			My sisters have the most amazing,
			wonderful kids... but when the
			Queen asked me to serve as Senator,
			I couldn't refuse her.

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

				PADME
			I think so too.

EXT. PALACE BALCONY (NABOO) - DAY
Anakin and Padmé walk across the side of the palace overlooking the 
grand courtyard with R2-D2 still following them. They enter the palace 
through a side entrance.

INT. THEED ROYAL PALACE (NABOO) - DAY
The pale-faced Queen Jamillia is seated on the throne, flanked by Sio 
Bibble and a couple of advisors from the Royal Advisory Committee. Four 
handmaidens, dressed in orange and puce robes stand close by, and 
guards are at the doors.

Jamillia takes Padme's hands in her own.

				QUEEN JAMILLIA
			We've been worried about you. I'm
			so glad you're safe, Padme.

				PADME
			Thank you, Your Highness. I only
			Wish I could have served you better
			by staying on Coruscant for the
			vote.

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

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

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

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

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

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

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

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

				SIO BIBBLE
			It's outrageous! After all of the
			hearings, and the four trials in the
			Supreme Court, Nute Gunray is still
			the Viceroy of the Trade Federation.
			Do those money mongers control
			everything?

Queen Jamillia looks at him.

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

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

				ANAKIN
			The Jedi have not been allowed to
			investigate. It was considered to be
			too dangerous for the economy.

Queen Jamillia looks at Amidala.

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

				PADME
			Let's pray that day never comes.

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

Sio Bibble signals to the Royal Advisory Committee and all the other 
advisors and attendants bow and leave the room. He then turns to 
Anakin.

				SIO BIBBLE
			What is your suggestion, Master Jedi?

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

				ANAKIN
			Hey, hold on a minute!

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

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

Sio Bibble and Queen Jamillia exchange a look. They quickly see that 
something is not right.

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

				ANAKIN
			Sorry, M'Lady.

Sio turns to Anakin, half amused.

				SIO BIBBLE
			She is right. The Lake Country is the most
			remote part of Naboo. Not many people and
			a clear view of the surrounding terrain.

				QUEEN JAMILLIA
			Perfect. It's settled then.

Anakin glares at Padme. Then Queen Jamillia gets up, and they all start 
to leave. The Queen's handmaidens follow. As they walk down the stairs, 
the queen turns to Padme.

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

Padme grows concerned as they continue the descent down the main 
staircase.

EXT. JEDI TEMPLE (CORUSCANT) MORNING
The main entrance at the base of the huge Jedi temple is bustling with 
activity. Jedi of all descriptions are entering and leaving the 
building.

INT. JEDI TEMPLE 
Obi-Wan walks up the stairs and enters, making his way to the Jedi 
Archives.

INT. JEDI TEMPLE, JEDI ARCHIVES (CORUSCANT) - MORNING
A bronze bust of Count Dooku stands among a line of other busts of Jedi 
in the Archive Room. Obi-Wan stops in front it, studying the striking 
features of the chiseled face. On the walls, lighted computer panels 
seem to stretch into infinity. Farther along the room in the 
background, five Jedi are seated at tables, studying archival material.

Obi-Wan studies the bust for a few moments before Madame Jocastu Nu, 
the Jedi Archivist comes up and stands next to him. She is an elderly, 
frail-looking human Jedi dressed in a yellow and brown robe. She is as 
tough as old boots and smart as a whip.

				JOCASTA NU
			Did you call for assistance?

				OBI-WAN
			Yes... yes, I did...

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

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

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

				OBI-WAN
			What happened?

				JOCASTA NU
			Well, one might say, he was always a
			bit out of step with the decisions of
			the Council... much like your old Master,
			Qui-Gon Jinn.

Obi-Wan looks at her in surprise.

				OBI-WAN
			Really?

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

				OBI-WAN
			Interesting... I'm still not sure I
			understand.

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

He explains the problem he discovered trying to find the planet Kamino. 
She gives him all the help she can but recomends he visit Master Yoda.

EXT. JEDI TEMPLE BALCONY (CORUSCANT) - DAY
Obi-Wan walks through the main hallway of the Jedi Temple to the 
training area. He comes out onto the veranda and stops. He watches 
twenty or so four year olds doing training exercises, supervised by 
Jedi Master Yoda. The younglings wear helmets over their eyes and try 
to strike little training droids with their miniature lightsabers. The 
droids dance in front of them.

				YODA
			Don't think... feel... be as one with
			the Force. Help you, it will.

He notices Obi-Wan enter.

				YODA
			Younglings - enough! A visitor we have.
			Welcome him.

The children take off their helmets and turn off their lightsabers.

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

				CHILDREN
			Welcome, Master Obi-Wan!

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

				YODA
			What help to you, can I be?

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

				YODA
			An interesting puzzle.

Yoda he gathers the younglings around the map reader.

				YODA
				(C'tnd)
			Master Obi-Wan has lost a planet. Find
			it, we will try...

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

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

				YODA
			Most interesting. Gravity's silhouette
			remains, but the star and all it's planets
			have disappeared. How can this be?

There is a brief pause. Then a child puts its hand up. Yoda nods.

				JK BURTOLA
			Because someone erased it from the archive
			memory.

The rest of the children join in.

				MARI AMITHEST
			That's right! Yes! That's what happened!
			Someone erased it! If the planet blew up,
			the gravity would go away.

Yoda chuckles as Obi-Wan stares at the spot.

				YODA
			Truly wonderful, the mind of a child is.
			Uncluttered... To the center of the pull
			of gravity go, and find your planet you
			will.

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

				YODA
			Much harder to answer, that question is.

EXT. STREETS OF NABOO
The Naberrie household is a sort of middle class house in the Naboo 
backstreets.

INT. MAIN ROOM - NABERRIE HOUSE (NABOO) - DAY
Padme, Anakin and R2-D2 arrive at her family home. As they get there 
they discover lunch is being served by Padme's mother Jobal and sister 
Sola. Her father Ruwee is also present.

Padme's mother could not be more happy at her daughter's return and 
points out that she would prefer Padme to have a family life than 
continue her political work.

INT. MAIN ROOM - NABERRIE HOUSE (NABOO) - AFTERNOON
While eating, Anakin then has a brief conversation with Ruwee about the 
recent assassination attempts on Padmé.

				RUWEE
			How long have these attempts been
			going on?

Anakin explains that he is not for sure, but he is to protect Padmé, 
and that his mentor, Obi-Wan is currently trying to find the true 
assassin.

During the meal Padme and Anakin flirt with each other.

The Naberrie's family friend Jev Nerran arrives with Sola's daughters 
Pooja and Ryoo who were at his home. They're excited about seeing their 
Auntie Padme. During this scene they play with R2-D2.

EXT. ESTABLISHING SHOT OF CORUSCANT
We see the magnificent planet in space.

INT. LARGE CORRIDOR - JEDI TEMPLE (CORUSCANT) - DAY
Obi-Wan meets up with Mace Windu and Yoda who floats around on an anti-
grav seat. They discuss Anakin and his mission.

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

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

				MACE
			The boy has exceptional skills.

				YODA
			Very powerful he is.

				OBI-WAN
			But he still has much to learn, Master.
			And his abilities have made him, well,
			arrogant.

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

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

				OBI-WAN
			If he follows the right path.

EXT. LANDING PLATFORM (CORUSCANT) - LATE AFTERNOON
Obi-Wan's starfighter is ready for takeoff. Obi-Wan and Mace Windu 
stand beside it.

				MACE WINDU
			Be wary, the disturbance in the Force
			is growing stronger.

				OBI-WAN
			Master, Anakin should not be given
			this assignment. I'm afraid he won't
			be able to protect the Senator. 

				MACE WINDU
			Why?

				OBI-WAN
			He has a... an emotional connection
			with her. It has been there since he
			was boy. Now he is confused, distracted.

				MACE-WINDU
			Obi-Wan, you must have faith that he
			will take the right path.

Obi-Wan then climbs into the cockpit of his starfighter.

				OBI-WAN
			Has Master Yoda gained any insight into
			whether or not this war will come about?

				MACE WINDU
			Probing the Dark Side is a dangerous
			process. He could be in seclusion for
			days... May the force be with you.

EXT. NABERRIE HOUSE (NABOO) - NIGHT
Establishing shot.

INT. MAIN ROOM - NABERRIE HOUSE (NABOO) - EVENING
Padme, Sola, and Jobal are clearing the table from lunch.

				SOLA
			Why haven't you told us about him?

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

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

				PADME
			Sola - stop it!

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

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

Sola begins to laugh.

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

				PADME
			Cut it out.

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

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

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

INT. MAIN ROOM - NABERRIE HOUSE (NABOO) - NIGHT
Padme has realised that her family noticed the way they act around each 
other and is worried about being discovered. She's nervous about what 
would happen if they got into a relationship.

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

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

A brief silence.

				ANAKIN
			...No, you're right. It would destroy
			us.

Anakin and Padme, most likely for privacy reasons, decide to go to the 
Naberrie's summer home on a lake.

INT. PADME'S BEDROOM - NABERRIE HOUSE (NABOO) - MORNING
While Padme is packing to head to the Lakeside Retreat, Anakin looks at 
the framed holograms of Padme throughout her life in the her bedroom.

While looking at the photos he notices one of an alien child and asks 
about it. Padme says it is N'a-kee-tula, a child she helped when part 
of the Refuge Relief Movement and visited the dying system of Shadda-
Bi-Boran to rescue orphaned children. Padme is clearly very fond of 
children and discusses her political career and the family life she 
wants, but does not have.

INT. MAIN ROOM - NABERRIE HOUSE (NABOO) - DAY
Anakin and Padme say goodbye to her family.

				RUWEE
			I don't want anything to happen to
			my daughter.

				ANAKIN
			Neither do I.

INT. THEED ROYAL PALACE (NABOO) - DAY
Anakin and Padme return to the palace one last time. Queen Jamillia 
gives them access to the Royal Starship.

EXT. THEED PALACE (NABOO) - DAY
The Royal Starship takes off and heads for the Lake Country.

EXT SPACE OUTSIDE KAMINO
Obi-Wan's ship nears the planet.

INT. OF STARFIGHTER 
Obi-Wan prepares for landing

EXT. KAMINO 
The planet is completely water and it rains continuously. All the 
"cities" are built on top of the water and are supported by columns 
that go underneath the surface of the water. They look like oil 
platforms out at sea, but much more elaborate and impressive. Waves are 
crashing everywhere and rain pouring down, while the cities and 
structures remain unharmed in all their technological glory.

EXT KAMINO LANDING PLATFORM
Obi-Wan simply walks/runs in the soaking rain to a structure at the end 
of the platform.

INT. TIPOCA CITY, CORRIDOR ENTRANCE (KAMINO) - DAY
A Brilliant white light. Obi-Wan pushes the soaking hood from his face.

				TAUN WE
			Welcome to Tipoca City, Master Jedi.

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

				TAUN WE
			 	(continuing)
			Everything is ready. The Prime
			Minister expects you.

				OBI-WAN
			I'm expected?

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

Obi-Wan follows Taun We cautiously.

EXT. LANDING PAD - LAKE COUNTRY (NABOO) - DAY
The Royal Starship takes Anakin and Padme from Theed to the Lake 
Country. Paddy Accu, the groundskeeper at the retreat. is waiting for 
them and ferries the couple from the landing pad to the Retreat.

EXT. LAKE COUNTRY (NABOO) - DAY
By the time the ferry has arrived at the Lakeside Retreat it is late 
afternoon. Anakin and Padme walk up the stairs, from where the water 
speeder has parked, and onto a terrace overlooking a lovely garden. 
Behind them, Paddy Accu continues to watch over the two serving girls, 
Nandi and Teckla, as they carry the bags into the Lodge.

EXT. LAKESIDE RETREAT - GARDEN TERRACE (NABOO) - DAY
Strolling along the terrace, the couple stop at a balustrade. Padme 
looks out across the garden to the shimmering lake and the green 
mountains rising beyond. Anakin looks at her silently.

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

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

				PADME
			We used to lie on the sand and let
			the sun dry us...

She suddenly becomes aware that Anakin is looking at her

				PADME
				(C'tnd)
			...and try to guess the names of the
			birds singing.

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

He touches Padme's arm.

				ANAKIN
				(C'tnd)
			Here everything's soft... and smooth...

Padme begins to grow receptive to the way Anakin is looking at her, but 
she is still nervous.

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

She tries to place her focus away from Anakin who looks into her eyes.

				ANAKIN
			Everything here is magical.

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

Their eyes meet.

				ANAKIN
			Sometimes when you believe something to
			be real, it becomes real. Real enough,
			anyway...

Anakin slowly touches her chin but Padme continues with her story.

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

				ANAKIN
			I think it's true...

He kisses her. She doesn't resist. But then she comes to her senses and 
pulls away.

				PADME
			I shouldn't have done that.

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

				PADME
			It's the situation... the stress...

				ANAKIN
			...the view.

				PADME
			I am not going to give into this.
			I'm not going to throw my life away.
			I have more important things to do
			than fall in love.

She goes into the lodge. Anakin follows her.

INT. LAKESIDE RETREAT - LODGE (NABOO) - DAY
Anakin wants to know what's wrong. Padme asks him to stop showing her 
affections. They argue a little but he finally agress albeit 
reluctantly.

INT. CORRIDORS OF TIPOCA CITY (KAMINO) - DAY
Obi-Wan is guided inside Prime Minister Lama Su's office by Taun We to 
discuss the matters at hand.

INT. TIPOCA CITY - CONFERENCE ROOM (KAMINO) - DAY
During the meeting, Obi-Wan is introduced to Lama Su, the Prime 
Minister of the planet. He starts talking about how, with 200,000 units 
ready and another million following.

				OBI-WAN
			That is... good news.

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

				OBI-WAN
			Who commissioned this cloning
			activity?

				LAMA SU
			It was Master Sifo-Dyas, head of the
			Jedi Council.

				OBI-WAN
				(feigning knowledge)
			Oh yes. Sifo-Dyas.

Lama Su proposes to show him their progress and give Obi-Wan the tour 
around the various cloning facilities.

INT. TIPOCA CITY - CLONE LABORATORY (KAMINO) - DAY
Obi-Wan is then given a tour of the facility. Obi-Wan is walks with his 
hands together inside the sleeves of his robe and Lama Su with Taun We 
right behind them. Lama Su takes Obi-Wan past a large window where he 
can see where the Clones are manufactured and brought to the point 
where they can function outside of a tube. While walking past the 
window, Obi-Wan sees hundreds and hundreds of these containers on round 
platforms and they're sticking out of the platforms from all angles.

Lama Su mentions that the clones are grown at an increased pace to 
ensure they are ready as soon as possible.

INT. TIPOCA CITY - CLONE CLASSROOM (KAMINO)
Obi-Wan is taken to see the second batch in a classroom. There are 
several ten year old boys wearing blue jumpsuits in a classroom 
studying through headsets. Taun We happens to mention that the clone 
template has a son this age. Lama Su explains that the clones learn at 
double pace to humans and they wear headsets all the time to 
continually feed them information.

				OBI-WAN
			You mentioned growth acceleration.

				LAMA SU
			Oh, yes, it's essential.

Lama Su points out that these children are from the second batch, 
produced five years previously.

INT. TIPOCA CITY - CLONE CAFETERIA (KAMINO)
Several clones around the age of 20 wearing red jumpsuits are sitting 
close together eating.

EXT. OF LAKE/PICNIC SITE 
Anakin and Padme walk to it.

EXT. HILLS NEAR A LAKE (NABOO) - DAY
Anakin and Padmé have a picnic together in a beautiful area of the Lake 
Country. Apparently, Padme throws fruit at him and laughs ALOT! Anakin 
is trying to get Padme to talk about any past boyfriends.

				PADME
			I don't know...

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

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

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

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

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

				PADME
			I went to become a Queen. He went to
			become an artist.

				ANAKIN
			Maybe he was the smart one.

				PADMÉ
			 	(laughing)
			You're making fun of me.

Anakin grins and shakes his head.

				ANAKIN
			 	(chuckling)
			Mm, no, no. I'd be much too frightened
			to tease a senator.

				PADME
			You're so bad!

INT. TIPOCA CITY - CLONE BARRACKS (KAMINO)
Obi-Wan and the two Kaminoans make their way along a walkway several 
metres above the troops who are marching towards a centre ring where 
they pick up their helmets. Lama Su guides Obi-Wan further on.

INT. TIPOCA CITY - CLONE "SHOWROOM" (KAMINO)
Hundreds of fully armoured clones march in procession as Obi-Wan 
watches through a Plexiglas window. He is amazed.

				LAMA SU
			Magnificent, aren't they?

Obi-Wan can't help but agree. Lama Su mentions how they modified the 
clones' genetic structure to make them less independent.

				LAMA SU
			They are totally obedient, take any
			order without question.

Obi-Wan finally inquires about the original host. Lama Su tells him 
about Jango Fett. He explains that they thought a Jedi would have 
logically been the perfect choice to clone, but that Sifo-Dyas hand-
picked the bounty hunter himself.

Since Jango Fett resides in Tipoca City, Obi-Wan requests a meeting 
with him and Taun We agrees to set it up.

EXT. JEDI TEMPLE
Shot to establish it still exists.

INT. JEDI TEMPLE, MACE WINDU'S QUARTERS (CORUSCANT) - EVENING
Obi-Wan contacts Mace Windu by hologram and reports on what he has been 
told and shown by Lama Su. His image fades in and out as the 
conversation takes place...

				OBI-WAN
			They're using a bounty hunter named
			Jango Fett to create a clone army.

He also explains that the cloning was commisioned by a Master Sifo-
Dyas.

				OBI-WAN
			I have never heard of the Jedi
			called Sifo-Dyas, have you, master?

				MACE WINDU
			No. Whoever placed that order was
			no Jedi, I can assure you.

				YODA
			Who he is working for... discover
			that you must.

				OBI-WAN (V.O.) 
			I will, Master, and I will also find
			out more about this clone army. May
			the Force...

The hologram switches off, and Obi-Wan fades away.

				WINDU 
			A clone army! Ordered by someone
			in the Senate perhaps... Someone's
			out to start a war.

				YODA
			Inform the chancellor of this,
			we must.

				WINDU
			Who do you think this impostor, Sido-
			Dyas, could be?

INT. NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT
ANAKIN moves restlessly in his sleep. He mutters to himself. Sweat 
forms on his forehead. He turns violently. He cries out.

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

EXT. LAKESIDE RETREAT - GARDEN TERRACE - MORNING
ANAKIN is on the balcony overlooking the gardens. After a moment, PAMDE 
comes onto the balcony behind him. She sees he is meditating and turns 
to go.

				ANAKIN
				(eyes closed)
			Don't go.

				PAMDE
			I don't want to disturb you.

				ANAKIN
			Your presence is soothing.

Brief pause.

Anakin's then tells Padmé that his concern for his mother has grown so 
strong that he needs to leave Naboo and go to Tatooine. He knows that 
he is under strict orders by the Jedi Council to stay on Naboo, but he 
decides to defy his orders and leave as soon as possible. Padmé decides 
that she will accompany Anakin to Tatooine.

EXT. NUBIAN SPACESHIP (SPACE) 
The starship flies through space.

INT. NUBIAN SPACESHIP
Anakin, Padme and Artoo travel to Tatooine in the royal starship.

INT. DOOR TO JANGO FETT'S APARTMENT - DAY
Obi-Wan and Taun We then arrive at an apartment. Taun We waves her hand 
to ring the bell. As they wait, Obi-Wan notes the door lock mechanism. 
The door slides open to reveal a young boy identical to the ones in the 
classroom before... his name is BOBA FETT.

				TAUN WE
			Boba, is your father here?

There is a brief pause, then Boba Fett nods.

				TAUN WE
			May we see him?

				BOBA FETT
			Sure.

Another brief pause, then Boba Fett steps aside and Taun We and Obi-Wan 
venture deeper into the apartment.

INT. JANGO FETT'S APARTMENT - DAY
Obi-Wan looks around the room.

				BOBA FETT
			Dad! Taun We's here!

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

				TAUN WE
			Welcome back, Jango. Was your trip
			productive?

				JANGO FETT
			Fairly.

Obi-Wan and Jango Fett size each other up. Boba Fett studies both of 
them.

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

				JANGO FETT
			That right?

Jango Fett's eyes fix coldly on Obi-Wan.

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

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

				OBI-WAN
			Aren't we all?

Obi-Wan catches a glimpse of the half-open bedroom door where he can 
see a couple of pieces of Jango's body armor. Jango Fett notices this 
immediately and moves in front of him, blocking Obi-Wan's view of the 
room.

				OBI-WAN
			Have you ever been to Coruscant?

				JANGO
			I've made it out there once or
			twice.

				OBI-WAN
			Have you been there recently?

				JANGO
			Possibly...

Fett continues to eye up the Jedi visitor. 

				OBI-WAN
			Do you know Master Sifo-Dyas?

Jango knows the conversation is getting a little tense and turns to 
young Boba.

				JANGO
			Close the bedroom door.

The boy obeys and Jango gives Obi-Wan a thin smile.

				JANGO
				(C'tnd)
			Master who?

				OBI-WAN
			Sifo-Dyas. Isn't he the Jedi who
			hired you for this job?

				JANGO
			I've never heard of any Sifo-Dyas.
			I was hired by a man called Darth
			Tyranus on one of the moons of
			Bogden.

Obi-Wan is confused, thinking about what Lama Su told him but Taun We 
steps in to clear up the matter.

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

				OBI-WAN
			Curious...

				JANGO
			Do you like your army?

				OBI-WAN
			It seems to me that it's really your
			army being that they are all clones
			of you.

Jango gives a slight grin.

				JANGO
			They'll do their job well, I'll
			guarantee that.

Obi-Wan feels it's time to go.

				OBI-WAN
			I look forward to seeing the clones
			in action. Thank you for your time.

				JANGO
			Always a pleasure to meet a Jedi.

Obi-Wan and Taun We leave the apartment but as the door slides closed, 
Jango turns to his son, deep in thought.

				BOBA
			What is it, Dad?

				JANGO
			Pack your gears, we're leaving.

EXT. NUBIAN SHIP
The ship leaves hyperspace.

EXT. TATOOINE FROM SPACE 
Nubian ship flying on in.

INT NUBIAN SHIP
Anakin and Padme prepare to land.

EXT. MOS ESPA (TATOOINE)
The ship comes down into a docking port in the middle of the town.

EXT. MOS ESPA STREET(TATOOINE) - DAY
Once in Mos Espa, Anakin and Padmé meet a rickshaw droid who will pull them in a 
Rickshaw Speeder to travel across the sands to meet Watto. R2-D2 trundles behind them.

Many townspeople walk passed them. The rickshaw comes to a stop and Anakin helps 
Padme down.

EXT. WATTO'S SHOP (TATOOINE) - DAY
Anakin's old slave master, WATTO, is at his shop. He is outside his 
front door chasing a pit droid around. He finally picks up a stick and 
slaps the droid in the nose, causing it to fold up and stop running 
around. Anakin, Padmé (who is wearing a long hooded robe to remain low 
key), and Artoo watch and then approach him. When he sees the two 
coming he doesn't recognise them.

				WATTO
			Whatever it is, I didn't do it.

He suddenly recognises Anakin and asks how he's doing.

				ANAKIN
			I'm a Jedi.

				WATTO
			A Jedi whaddayaknow?

Anakin explains that he's looking for his mother.

				WATTO
			Shmi's not mine no more. I sold her
			to a moisture farmer named Lars. I
			heard he freed her and married her.
			Can you beat that? Long way from here,
			someplace over on the other side of Mos
			Eisley.

EXT. MOS ESPA - DAY
The two leave for the homestead.

EXT. TIPOCA CITY
Establishing shot.

EXT. OBI-WAN LANDING PLATFORM (KAMINO)
Obi-Wan is preparing to leave Kamino some time after his meeting with 
Jango Fett and heads towards his parked Jedi Starfighter. It's raining 
pretty heavily and is very windy, as usual in Tipoca City. Obi-Wan 
looks around to see if anyone's watching him and then decides to head 
back inside to Jango's apartment.

INT. CORRIDOR - TIPOCA CITY (KAMINO)
He follows the deserted corridor to the door where he was led by Taun 
We, the Fett apartment. Obi-Wan reaches up and runs his fingers along 
the door, locating the locks. Then the door slides open.

INT. JANGO'S APARTMENT - TIPOCA CITY (KAMINO)
When Obi-Wan gets inside he finds the apartment in disarray and there 
are clear signs of a hurried departure. All of the Fetts' personal 
belongings are gone. Obi-Wan then walks over to a computer screen and 
punches up an onscren picture of Jango and Boba getting the SLAVE I 
ready for departure. Jango is in full armor and Boba is helping 
climbing up the ramp.

EXT. LANDING PLATFORM (KAMINO) - EVENING
Jango is handing some cases to Boba who all of the sudden spots Obi-Wan 
charging at them through the rain.

				BOBA FETT
			Dad look!

Jango immediately draws his pistols as Obi-Wan ignites his saber and 
tells Boba to get inside.

Jango turns from his son to see Obi-Wan ready, with lightsaber ignited. 
Jango then opens fire with one blaster. Obi-Wan deflects the bolts. As 
Jango continues firing, he moves behind and around pillars. Obi-Wan 
shuffles while deflecting the bolts.

As Jango moves behind a pillar, Obi-Wan charges forward. Jango then 
unholsters a second blaster and begins firing with both weapons. Obi-
Wan has trouble deflecting the barrage of bolts.

Jango takes off (using his jetpack) over the top of Obi-Wan. Obi-Wan 
swings his lightsaber in attempt to take Jango down, but misses. As he 
is flying past, Jango pivots in the air and fires down at Obi-Wan from 
a high angle. Obi-Wan deflects the bolts from above. Jango continues to 
fire with both blasters as he flies away from Obi-Wan. Under the 
barrage of two blasters, Obi-Wan struggles to deflect every bolt. He 
then rolls off to the side to avoid the bolts as Jango flies off behind 
a tower.

Emerging on the other side the tower, Jango fires a rocket that is 
protruding from the top of his jetpack. Obi-Wan avoids the explosion, 
but is stunned. Jango flies higher and out of the picture.

Obi-Wan then recovers and looks around for Jango (who seems to have 
disappeared). He is tense in the silence. Obi-Wan then senses something 
and turns just in time to see... young Boba Fett in the cockpit of 
Slave-1 taking aim with the ship's heavy blasters. The shots begin to 
fire, but miss Obi-Wan as he accidentally drops his lightsaber.

Jango appears from above and jumps down. Obi-Wan recovers, and with a 
yell, leaps forward to jump-kick Jango in the face. Jango crashes back 
onto the landing platform. Obi-Wan lands on his feet.

Jango quickly recovers and charges forward. In close quarters, Obi-Wan 
blocks Jango's attempt to raise his blaster to fire as the pair 
struggle for the weapon. Obi-Wan then elbows Jango hard in the face. 
HIGH ANGLE shot as Obi-Wan then judo flips Jango over his back. Jango 
hits the ground hard but recovers quickly as Obi-Wan moves in for an 
attack.

Jango grabs and traps Obi-Wan's foot. Jango spins Obi-Wan (in mid air) 
and brings him down face-first onto the ground. Obi-Wan retaliates from 
the ground with a sweep kick to Jango's head, knocking him back.

Obi-Wan gets to his feet; as does Jango who takes aim with his arm-
mounted blaster. Obi-Wan leaps over the bolts and onto Jango's 
shoulders, then flips himself back and over, flipping Jango over and 
onto his back. But Jango then rolls to his feet.

Obi-Wan charges with a punch. Jango moves in to attack, chopping at 
Obi-Wan's head. Obi-Wan blocks it. Jango ducks a wild punch and grabs 
Obi-Wan by his waist. He then sweeps Obi-Wan off his feet and flips him 
over, bringing him crashing down over his bent knee.

Obi-Wan (momentarily stunned) is thrown by Jango. He lands and skids 
over the wet surface. Obi-Wan then comes to a halt on the ground and 
spots something... his lightsaber.

Jango suddenly appears, flying towards Obi-Wan. Obi-Wan gets up and 
reaches for his lightsaber (to summon it with the Force). Jango fires 
his cable and it wraps around Obi-Wan's hands as he fails to catch his 
lightsaber.

Jango takes off into the air (with jetpack again), still tied to Obi-
Wan. Obi-Wan is dragged along the ground. LOW ANGLE behind Obi-Wan as 
he is being dragged. HIGH ANGLE on Jango, who is still flying.

Obi-Wan then rolls to one side while being dragged. He manages to roll 
around, to the other side of one of the oncoming pillars. Obi-Wan then 
jumps up and wraps the cable around the pillar. Jango crashes to the 
ground. The jetpack shoots off on its own and into the side of a 
building.

Obi-Wan (with his hands still tied) charges. He kicks Jango over the 
side of the platform. Jango begins to slide down the angled side of the 
platform. Obi-Wan, who is still connected to Jango by the cable, gets 
pulled to the edge of the platform.

Almost over the complete edge, Jango activates the claws on the side of 
his forearm. Jango then digs his "claws" into the platform. Obi-Wan 
continues down, past Jango and falls over the edge.

Still tied to Jango, Obi-Wan hangs, nothing between him and the raging 
sea. Obi-Wan then begins to swing back and forth. Jango is gradually 
getting pulled more and more down, so he releases the cable. DISTANT 
SHOT as Obi-Wan free-falls.

Obi-Wan then reaches for and grabs a service platform with the tips of 
his fingers. He pulls himself onto the platform.

CUT TO Jango as he has made it up and is entering Slave-1. Obi-Wan, who 
is already back on the platform (remember that Jedi can jump pretty 
high), summons his lightsaber as he runs. Obi-Wan catches the 
lightsaber as Slave-1 begins to take off.

Obi-Wan then takes a seeker pod (tracking device) from his belt and 
throws it. The seeker pod sticks to the side of the ship. Obi-Wan 
watches from the platform as Slave-1 takes off into the rain.

EXT. LARS RANCH (TATOOINE) - LATE DAY
A Naboo Starship hovers and lands on a bluff overlooking the Lars 
Homestead. Anakin and Padme walk down a trail towards the moisture 
farm, leaving R2 to guard the ship.

A naked 3PO is outside working when the two arrive. 

				THREEPIO
			Good evening. How may I be of service?
			I am See -

				ANAKIN
			Threepio?

				THREEPIO
			Oh, my. Oh, my maker. Master Anakin! I
			knew you would return.

				ANAKIN
			I've come to see my mother.

				THREEPIO
			I think... I think... perhaps we'd better
			go indoors.

INT. PIT - LARS HOMESTEAD (TATOOINE) - DAY
They walk down some steps into the pit of the homestead and are met by 
Owen and Beru. Anakin introduces himself.

				OWEN
			I guess I'm your stepbrother. I had
			a feeling you might show up someday.

				ANAKIN
			Is my mother here?

				CLIEGG (O.S.)
			No, she's not.

Anakin turns to see Cliegg Lars. He is in a hovering wheelchair and has 
a missing leg.

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

Cliegg ushers the two visitors inside.

INT. LARS HOMESTEAD - DINING ROOM (TATOOINE)
They all sit around a table. Cliegg explains what happened.

				CLIEGG
			It was just before dawn... They came
			out of nowhere. A hunting party of
			Tusken Raiders. Thirty of us went out
			after her.

He explains that they were attacked and he was injured.

				CLIEGG
			I couldn't ride anymore.

Anakin gets angry, blaming Cliegg for not helping her.

				CLIEGG
			Those Tuskens walk like men, but
			they are vicious, mindless monsters.

He tries the calm the Jedi down.

				CLIEGG
			This isn't the way.

Anakin wants to help her.

				CLIEGG
			She's been gone a month. There's little
			hope she's lasted this long.

Anakin gets up to leave.

INT. PIT - LARS HOMESTEAD (TATOOINE) - DAY
Owen and Padme follow Anakin out.

				OWEN
			Where are you going?

				ANAKIN
			To find my mother. I can feel her pain,
			and I will find her.

				OWEN
			Take my speeder bike.

Anakin thanks him.

				ANAKIN
			I know she's alive.
				(to Padme)
			You are going to have to stay here.
			These are good people, Padme. You'll
			be safe.  I won't be long.
				(to Owen)
			I'll trust you'll watch over
			her, Owen.

Anakin and Padme walk up the steps outside the homestead where the 
speeder is waiting. They kiss before he jumps onto the speeder and 
fires the engine. He looks back at Padme before racing into the 
Tatooine desert, the twin suns slowly melting into the horizon.

EXT. SLAVE ONE
Jango and Boba fly through space away from Kamino.

EXT SPACE
We see Obi-Wan's starfighter closing in on Slave-1.

EXT SPACE
Jango decides to fly his ship into an asteroid field to hopefully lose 
the Jedi but Obi-Wan follows. The two ships swerve in and out of asteroids.

INT. SLAVE ONE - COCKPIT
Boba points out that Obi-Wan is still in pursuit.

				JANGO
			He doesn't seem to be able to take
			a hint. Well, if we can't lose him,
			we'll have to finish him.

EXT. ASTEROID FIELD
Jango turns around and begins to fire on Obi-Wan's starfighter. The two 
ships move in and out of the asteroids as Obi-Wan tries to avoid the blasts.

INT STARFIGHTER
The ship shakes at the impact of an asteroid as well as the bombardment 
of blaster fire he's receiving from Jango. Obi-Wan desperately pulls on 
the controls.

				OBI-WAN
			Blast! This is why I hate flying.

INT. SLAVE 1
Jango looks very serious as he manoeuvres. Boba points out that Obi-Wan 
is still in pursuit.

				JANGO
			He doesn't seem to be able to take
			a hint. Well, if we can't lose him,
			we'll have to finish him.

He continues to fire at Obi-Wan, constantly checking his targetting 
scanner.

He looks over to his young son.

				JANGO
			Prepare the sonic mines...

Boba presses some buttons with an evil, delighted giggle. Jango looks 
at him and smiles.

				JANGO
			Smart move.

EXT. ASTEROID FIELD
A torpedo is fired from Slave 1. It follows the Jedi fighter in and out 
of several asteroids, swerving as Obi-Wan tries to maneavour out of its 
way. Obi-Wan takes his fighter through a huge hollow asteroid. Just as 
he gets through the rock, the torpedo hits it, sending a massive 
explosion after Obi-Wan and shattering the asteroid.

Obi-Wan's fighter is screaming toward another immense asteroid that 
seemed to appear out of no where. There is no chance for him to pass, 
it is simply too large to avoid. In a last ditch effort to get free, 
the Jedi fires two torpedos into the giant tumbling rock. The 
Starfighter slams into the huge explosion and presumably the asteroid 
itself.

INT. SLAVE 1 - COCKPIT
Boba Fett laughs in glee as he and his father watch the explosion.

				JANGO
			We won't have to worry about him anymore.

EXT. ASTEROID FIELD (GEONOSIS)
They clear the field, and hurtle towards the red rock planet of 
Geonosis.

EXT TATOOINE DESERT 
Anakin races across the sands on the speeder.

EXT. DESERT HILLS (TATOOINE) - DUSK
Anakin continues to speed across Tatooine. A side note, the swoop is 
faulty in some way. Do not know the significance, if any, but it has 
been noted that the swoop bike is faulty in some way. It is now dusk. 
While searching, Anakin finds the remains of the rescue team.

EXT DUNE SEA (TATOOINE) - DUSK 
Anakin meets a Jawa, who directs him to the Tusken encampment.

EXT. ROCKY REGION (TATOOINE) - NIGHT
The encampment is stationed around an oasis beneath a bluff and filled 
to the brim with Tuskens. It is night time when Anakin reaches the 
camp. He is up on the bluff, looking down on the camp. There are about 
a dozen weird bulbous "meringue-dollop" shaped canvas tents with curved 
skyward protective spikes pointing from them. The tents are scattered 
around a bare waterhole, no vegetation, where Banthas are drinking. 
There are about 30 to 50 Tuskens. The Tuskens have made an encampment 
around an oasis.

EXT TUSKEN ENCAMPMENT NIGHT 
He infiltrates the camp and finally finds the tent holding Shmi.

INT. TUSKEN TENT 
Anakin cuts through the back of a hide tent that Shmi is in. She's tied 
to some sort of rack, and all bruised and bloody. He cuts her down from 
the rack she is tied on. She is barely conscious.

				ANAKIN
			Mom. Mom.

				SHMI
			Annie? Is it you?

				ANAKIN
			I'm here, Mom. You're safe. Hang on. I'm
			going to get you out of here.

Shmi manages to open her eyes weakly to look at him.

				SHMI
			Annie? You look so handsome. My son...
			My grown-up son. I'm so proud of you,
			Annie... So proud. I missed you so much.
			Now I am complete.

				ANAKIN
			Just stay with me, Mom. I'm going to
			make you well again. Everything's going
			to be fine.

She tries to smile at him.

				SHMI
			I love...

Her body becomes horribly, finally still. Anakin stares at her numbly. 
After a moment, he reaches over and closed her eyes. When he opens them 
again they are filled with violent anger.

EXT. TUSKEN CAMP (TATOOINE) - NIGHT
Raiders are all over the place. Mothers and children begin their 
chores. Anakin leaves the tent and kills the two guards with a Force 
choke. A child runs around the corner of the tent to see the slain 
bodies and Anakin, his face a grim mask. A sharp hum as Anakin ignites 
his lightsaber and proceeds to kill all the Tuskens in the encampment. 
The tuskens fight back but are unable to defeat the powerful young 
Jedi.

EXT DESERT (TATOOINE) - NIGHT
All night, Anakin stays with her in his arms, meditating in an attempt 
to keep a hold of his emotions.

EXT SPACE 
We see Obi's starfighter, not obliterated exiting the asteroid field. 
We see the planet Geonosis, with a couple of huge droid control ships 
in orbit. Obi-Wan sneaks passed them and heads towards the planet.

EXT. GEONOSIS (PLANET)
The fighter carefully navigates the rocky landscape.

GEONOSIS (SURFACE)
Obi-Wan lands his fighter and the cockpit opens for him to exit. He 
uses a set of binoculars to look around for any trace of Jango.

Obi-Wan begins to scale one of the large stalagmite towers in search of 
Jango. He is alone and there is a sheer drop off on his left. The tall 
cliffs extend upward and out of sight on the right. It is a sheer cliff 
face but nothing can stop Obi-Wan and his mission. He is all alone.

EXT GEONOSIS TOWER 
He then enters the tower through a small blue window opening. It is 
from this window that Obi-Wan sees the Geonosisan building thousands of 
super battle droids. Obi-Wan comes to the conclusion that Count Dooku 
and the Separatists are obviously preparing for war.

The central spheres of the Trade Federation droid battleships lift off 
out of massive hangars on the surface of Geonosis. Obi-Wan watches 
hundreds of these things lift off absolutely stunned at the sight. They 
are loaded with the new and improved Battle droid Armies, newly out of 
the secret factories under the planet's surface, that are being shipped 
out to fight all across the galaxy.

INT. SENATE BUILDING - CHANCELLOR'S OFFICE (CORUSCANT)
Several red robed guards stand outside.

INT. CHANCELLOR'S OFFICE (CORUSCANT)
Inside Chancellor Palpatine's office on Coruscant a hologram of Obi-Wan 
flickers in front of a group, made up of Yoda, Mace Windu, Ki-Adi-Mundi 
and Senators Bail Organa, Ask Aak, Darsana, and Jar Jar. Palpatine and 
Mas Amedda are in the middle of the group, watching with growing 
concern.

				OBI-WAN
			Starships from the Trade Federation
			and the Commerce Guilds are taking
			deliveries of battle droids from the
			foundries of the planet.

				BAIL ORGANA
			That's outrageous! The treaty forbids
			the Trade Federation from building up
			an army. What are they doing?

				OBI-WAN
			The droid foundry seems to be working
			at full capacity. I'm going down
			to investigate. I will bring Jango
			Fett back home for interrogation.

				PALPATINE
			Those Geonosian foundries are part
			of the Techno Union. We will call
			in their representatives and ask
			them a few very pointed questions.

				OBI-WAN
			One more thing. Jango mentioned he
			was recruited by someone named
			Darth Tyranus. Do you have any
			idea who that may be?

				YODA
			With the forename Darth, a Sith
			he must be.

				MACE WINDU
			Our missing apprentice. They are
			playing their hand at last.

				OBI-WAN
			Do you believe he could be the
			mysterious Sifo-Dyas, who made
			the deal for the clone army?

				YODA
			Perhaps too many pieces are missing
			from this puzzle, there are.

				MACE WINDU
			Be careful. The investigation is
			becoming less than routine. Do
			you need help?

				OBI-WAN
			Let me see if I can figure out what's
			going on first.

The hologram of Obi-Wan fades off. Palpatine stares at the spot where 
the hologram was in disbelief.

				BAIL ORGANA
			The Commerce Guilds are preparing
			for war... there can be no doubt
			of that.

There is a somber atmosphere.

				PALPATINE
			Count Dooku must have made a treaty
			with them.

				MACE WINDU
			We must stop them soon before
			they're fully ready.

				SENATOR ASK AAK
			The debate is over, we need that
			clone army now!

				BAIL ORGANA
			The debate is not over. The
			Senate will never be able to
			approve the use of that army
			before the seperatists attack.

Mas Amedda, who had been silent up until now suddenly speaks up.

				MAS AMEDDA
			This is a crisis! If the Senate
			votes the Chancellor emergency
			powers, he could approve the use
			of the army in a minute.

				PALPATINE
			Please, please, I don't wish to
			have emergency powers. I believe
			it to be too extreme a solution.
			It's akin to a dictatorship. We
			must rely on the Jedi. Master Yoda,
			how many are available to go to
			Geonosis?

Mace Windu and Yoda look at one another. Yoda begins to calculate the 
number of Jedi at their disposal.

				YODA
			Two Hundred... less or more.

				BAIL ORGANA
			With all due respect, two hundred
			will be no match for hundreds of
			thousands of battle droids.

				MACE WINDU
			Patience. We must wait for
			Obi-Wan to report back. We
			don't know that Count Dooku
			has made a treaty with the
			Corporate Alliance, it's
			speculation.

				SENATOR ASK AAK
			We must prepare for the worst.
			I'm going to propose a motion
			granting emergency powers to
			the Chancellor at the next
			session. We must not wait!

				PALPATINE
			Out of the question, Senator! You
			and I are too closely aligned. The
			issue will become partisan and
			debates will begin. The proposal
			must come from a neutral source.

				MAS AMEDDA
			If only Senator Amidala were
			here.

				JAR JAR
			Supreme Chancellor... my august
			colleagues, I would be proud to
			propose the motion in question.
			This is a grave situation, and
			I'm sure Senator Amidala, and
			the Queen of Naboo would agree.

				SENATOR ASK AAK
			Thank you, Representative Binks.

Silence. Then Palpatine sighs deeply.

				PALPATINE
			If called upon, I will serve. But
			it will be the saddest day of my
			life.

EXT GEONOSIS TOWER
Obi-Wan continues to investigate and finds proof that Count Dooku is 
involved. He tries to send a message to the Republic but can't and so 
sends a distress signal to Anakin. Before he can finished he is 
attacked by winged Massifs.

EXT LARS HOMESTEAD
Establishing shot.

INT. LARS HOMESTEAD GARAGE (TATOOINE) - DUSK
While Anakin is searching for his mother, Padmé completes C-3PO by 
applying his plating in the Lars' garage.

				PADMÉ
			There!

Padmé then stands back. Owen is with her. They both look at C-3PO. 
Padmé has had to use whatever she could find in the garage. He is 
multi-colored and several different textures, but he is complete.

				THREEPIO
			Um, How do I look?

				OWEN
			Great! You look perfect!

				THREEPIO 
			Perfect? Oh, Miss Padmé, I'm so
			happy.
			 	(Extending his arm to shake hers)
			Oh, pardon me.
			 	(THREEPIO drops his hand and bows formally)
			Thank you.

Before leaving, Owen offers Threepio to Padme.

				OWEN 
			Well, Padme. I think he should be
			yours from now on... I know that
			is what my Mom would want.

The mood suddenly changes when Padme hears Beru's voice calling from 
the outside.

				BERU (O.S.)
			He's back! He's back!

EXT. LARS HOMESTEAD
Padme gets outside to see that Shmi's body is tied to the swoop. Anakin 
carries her limp body up to Cliegg, and stops to look him right in the 
eye. Then he makes a move inside.

INT. LARS HOMESTEAD (TATOOINE) - MORNING 
Anakin and Padme walk sadly into the main part of the homestead to give 
the news to the Lars'. Anakin is wracked with guilt.

				ANAKIN
			If I hadn't gone away, none of this
			would have happened. We'd be happy.

				CLIEGG
			But you'd still be slaves.

				ANAKIN
			But at least she'd still be alive and
			we'd be happy.

As the conversation proceeds, the two begin raising their voices at 
each other. Anakin is obviously extremely jealous of his mother's love 
for the Lars family. The argument abruptly stops as Padmé gently places 
her hand on Anakin's shoulder.

INT. LARS HOMESTEAD - GARAGE (TATOOINE)
Anakin goes into the garage to fix the broken swoop bike. Padme follows 
him.

				PADME
			You're not all powerful Anakin.

				ANAKIN
			I should be! Someday I will be! I will
			be the most powerful Jedi ever!

				PADME
			Anakin --

				ANAKIN
			It's all Obi-Wan's fault! He's holding me back!

Anakin hurls something against the wall. He suddenly breaks down, tears 
forming in his eyes.

				PADME
			Annie, what's wrong?

				ANAKIN
			I....I killed them. I killed them all.
			They're dead, every single one of them.
			Not just the men. The women and children
			too. They're like animals, and I slaughtered
			them like animals. I hate them!

She holds him in her arms as he continues to sob.

INT. NUBIAN SHIP - COCKPIT
Artoo is minding Anakin and Padmé's ship as a transmission comes 
through. He dutifully turns and starts to play it. A robed figure pops 
up as a hologram.

EXT. LARS HOMESTEAD (TATOOINE) - DAY
A sombre air hangs over the Lars homestead on Tatooine as Shmi 
Skywalker is laid to rest. Standing around her grave are Cliegg, Owen, 
Beru, C-3PO, Padmé and Anakin. Cliegg says a few words

There is a pause, and then Anakin steps forward and says a few words

There is a short moment of silence when suddenly Artoo comes out of the 
starship bleeping and chirping. Threepio translates and says there is a 
message from someone called Obi-Wan Kenobi.

Anakin and Padme rush into the starship.

INT. NUBIAN SHIP - COCKPIT
Anakin and Padme watch the message that Obi-Wan is relaying.

				OBI-WAN 
			War is inevitable... Alliance have
			pledged their armies to Count Dooku
			and are forming an... Wait!... ah...
			attack... I don't... make it...
			aaaggghhh!

The hologram cuts off. ANAKIN jumps up.

				ANAKIN
			I'm going after him!

				PADME
			I thought the first thing he said
			was to retransmit his message to
			Coruscant.

Anakin immediately calls the Jedi Council and alerts them of the army 
of battledroids. The Council recognises this as an emergency and 
decides to dispatch a Jedi army. Mace gives Anakin orders to stay where 
he is and not go to Geonosis. It is unknown whether Mace is aware of 
Anakin being on Tatooine. Padmé feels the need to go to Geonosis, but 
Anakin doesn't agree - 

				ANAKIN 
			...He's like my father, but you heard
			Master Windu. He gave me strict orders
			to stay here.

				PADME
			I'm going to save Obi-Wan. So if you
			plan to protect me, you will have to
			come along.

Anakin agrees to follow her.

INT. CHANCELLOR'S OFFICE (CORUSCANT)
The Loyalist Committee receive Obi-Wan's second message.

				OBI-WAN 
			War is inevitable... Alliance have
			pledged their armies to Count Dooku
			and are forming an... Wait!... ah...
			attack... I don't... make it...
			aaaggghhh!

They realise they have to do something now!

				BAIL ORGANA
			We must stop them before they're ready.

They all agree.

EXT. LARS HOMESTEAD
Before Anakin leaves, he gets on his knees and pays his last respects 
to Shmi at her grave. Padmé, Threepio and others are also there 
watching the sullen moment.

EXT. NUBIAN SHIP LEAVING TATOOINE
The ship leaves the planet in the distance.

EXT. SENATE CHAMBERS
Establishing shot.

INT. SENATE BUILDING (CORUSCANT) - DAY 
The Senate is in session discussing whether or not Palpatine should be 
given emergency powers. Jar Jar raises the idea.

				JAR JAR
			Senators... Dellow fellogates...

He puts forward his argument to the Senate.

				JAR JAR
			Who can deny these are exceptional
			times? Exceptional times demand
			exceptional measures! Exceptional
			measures demand exceptional men!

Several people boo at him when he makes this suggestion.

				MAS AMEDDA
			We must vote the Chancellor emergency
			powers.

Eventually the majority appear to agree. After the motion has been 
passed.

				PALPATINE
			My first act would be to raise a
			grand army to protect our sovereignty
			from the Seperatists.

Senators are unsure about whether or not this is legal.

				PALPATINE
			Sometimes we must break the law in
			order to act in its best interest.

INT. DUNGEON (GEONOSIS) - NIGHT
Obi-Wan is suspended in the air, held by glowing energy binders. He 
senses someone's presence and turns to see Count Dooku.

				DOOKU
			Hello, my friend. This is a mistake,
			a terrible mistake. They've gone too
			far. This is madness.

				OBI-WAN
			I thought you were their leader, Dooku.

				DOOKU
			This has nothing to do with me, I
			assure you. I promise you, I will
			petition immediately to have you set
			free.

				OBI-WAN
			Well, I hope it doesn't take too
			long. I have work to do.

				DOOKU
			It's a great pity that our paths have
			never crossed before, Obi-Wan. Qui-Gon
			always spoke very highly of you. I wish
			he were still alive. I could use his help
			right now.

				OBI-WAN
			Qui-gon Jinn would never join you.

				DOOKU
			Don't be so sure, my young Jedi. He was
			once my apprentice, just as you were once
			his. He knew all about the corruption in
			the Senate, but we would never have gone
			along with it if he had known the truth
			as I have.

				OBI-WAN
			The truth?

				DOOKU
			What if I told you that the Republic
			was now under the control of the Dark
			Lords of the Sith.

				OBI-WAN
			No. That's not possible. The Jedi would
			be aware of it.

				DOOKU
			The Dark Side of the Force has clouded
			their vision, my friend. Hundreds of
			Senators are now under the influence of
			a Sith Lord called Darth Sidious.

				OBI-WAN
			I don't believe you.

				DOOKU
			The Viceroy of the Trade Federation
			was once in league with this Darth
			Sidious, but he was betrayed. He came
			to me for help. The Jedi Council would
			not believe him. I've tried many times
			to warn them, but they wouldn't listen
			to me. You must join me Obi-Wan and
			together we can destroy the Sith.

				OBI-WAN
			I will never join you, Dooku.

Dooku shrugs and gives Obi-Wan a subtle threat.

				DOOKU
			It may be difficult to secure your
			release.

EXT. GEONOSIS - NIGHT
Anakin and Padme's ship descends on the planet. It enters a darkened 
hanger in one of the towers.

INT NUBIAN SHIP 
Before they descend their spaceship, the Royal Cruiser, they have an 
argument on board.

				ANAKIN
			I'm not letting you go out there.
			It's too dangerous.

				PADME
			What?!?

				ANAKIN
			It's my job to protect you and it's
			too dangerous. You're not going, and
			that's final!

				PADME
			Don't you give me orders, Annie! I'm
			a Senator of the Galactic Republic.
			You have no authority to contain me,
			restrain me, or direct me! You remember
			your place, young man.

She stands up and prepares to leave the ship.

				PADME
			 	(C'tnd)
			Now you can come along and protect
			me or stay here. It's up to you.

Padmé storms out of the cockpit of the Naboo Starfighter. Anakin stands 
scratching his head, then follows.

Artoo beeps and whistles

				THREEPIO
			Yes, it is most confusing. One moment
			they're generating a pleasant mutual
			attraction and the next, waves of
			violent hostility. Even though I'm
			programmed to understand them, I doubt
			if I ever shall.

Artoo whistles a plaintive sigh.

INT GEONOSIS 
Anakin and Padme set out from their transport and enter the stalagmite 
city. They look around the corridors curiously.

				PADME
			It's empty.

They press on, but above trouble is brewing. Atop the great pillars, 
the formations appear to swell and pulse. Then some of the winged 
Geonosians sort of "grow" from the pillars and detach themselves... 

Anakin and Padmé approach the "Central Square" and get to the center 
but as they do, a group of Geonosians intercept them. Anakin instantly 
reaches for his lightsaber.

				PADME
			Wait!

A large group of armed Geonosians appear in front of them and attack. 
Anakin Force throws some out of their way so that they can attempt to 
escape.

INT GEONOSIS - DROID FOUNDRIES
Padme and Anakin run through a door and find themselves in the droid 
factories. The Geonosians that are chasing them are coming behind them. 
The platform they are on disappears and they fall down into the 
heart of the foundries.

Anakin is fighting several Genosians and droids as the factory churns 
out the battle-ready infantry. Anakin jumps onto the conveyor belt 
towards Padme, but it is running the opposite way, taking him away from 
Padme who is trying to avoid being crushed by massive battle droid 
moulds.

There are Genosians all over the place, and two more of the winged 
creatures land in front of him, blocking the way between him and Padme. 
Anakin hides behind several droids as the Genosians begin to move 
toward him.

The droid parts get mixed up during the fight. The Genosians see Anakin 
and begin to run right at him. A moment later he is about overwhelmed 
by a dozen and two more drop in just behind him. He doesn't see them 
until it is too late, and runs away with them in hot pursuit.

They are finally beaten and are surrounded by a huge group of 
Geonosians. The group parts and the elegant COUNT DOOKU walks through. 
He bows to them in greeting.

				DOOKU
			Senator Amidala, I've heard so
			much about you.

				PADME
			Count Dooku, I assume.

				DOOKU
			I'm delighted to finally meet
			you. We have a great deal to
			talk about.

He leads them towards a Conference Room.

				DOOKU
				(C'tnd)
			I hope you can keep your young
			Jedi under control.

				PADME
			Don't worry he's housebroken.

INT. CONFERENCE ROOM (GEONOSIS) - DAY
Count Dooku sits at a large conference table with Padme on the far 
side, Anakin standing behind her. Jango Fett stands behind Count Dooku. 
Ten Geonosian guards are spread watchfully around the room.

				PADME
			You are holding a Jedi Knight,
			Obi-Wan Kenobi. I am formally
			requesting you turn him over to
			me, now.

				DOOKU
			He has been convicted of espionage,
			and will be executed. In just a
			few hours, I believe.

				PADME
			He is an officer of the Republic.
			You can't do that.

				DOOKU
			We don't recognize the Republic
			here. But if Naboo were to join
			our Alliance, I could easily hear
			your plea for clemency.

Anakin has just about had enough and grabs his lightsaber but doesn't 
turn it on. Padmé intervenes.

				PADME
			And if I don't join your rebellion,
			I assume this Jedi with me will
			also die?

				DOOKU
			I don't wish to make you to join
			our cause against your will, Senator,
			but you are a rational, honest
			representative of your people and
			I assume you want to do what's in
			their best interest. Aren't you
			fed up with the corruption, the
			bureaucrats, the hypocrisy of it
			all? Be honest, Senator.

				PADME
			The ideals are still alive, Count,
			Even if the institution is failing.

				DOOKU
			You believe in the same ideals
			we believe in! The same ideals
			we are striving to make prominent.

				PADME
			If what you say is true, you
			should stay in the Republic and
			help Chancellor Palpatine put
			things right.

				DOOKU
			The Chancellor means well, but
			is incompetent. He promised to
			cut the bureaucracy, but the
			bureaucrats are stronger than
			ever. Senator, the Republic cannot
			be fixed. It is time to start
			over. The democratic process
			in the Republic is a sham, a
			shell game played on the voters.
			It will not be long before the
			cult of greed, called the Republic,
			will lose even the pretext of
			democracy and freedom.

				PADME
			I cannot believe that. I will not
			forsake all I have honoured and
			worked for and betray the Republic.
			I know of your treaties with the
			Trade Federation, the Commerce
			Guilds, and the others. What is
			happening here is not government
			that has been bought out by
			business... it's business becoming
			government!

				DOOKU
			Are you willing to betray your Jedi
			friends? Without your cooperation I
 			can do nothing to stop their execution.

				PADME
			What is to happen to me? Am I also
			to be executed?

				DOOKU
			I wouldn't think of such an offense.
			But, there are individuals who have
			a strong interest in your demise,
			M'lady. It has nothing to do with
			politics, I'm afraid. It's purely
			personal, and they have already paid
			great sums to have you assassinated.
			I'm sure they will push hard to have
			you included in the executions. I'm
			sorry but if you are not going to
			cooperate, I must turn you over to
			the Geonosians for justice. I've done
			all I can for you.

Jango Fett moves over to Anakin.

				JANGO
			I'll take that weapon.

Anakin hesitates.

				DOOKU 
			You may cause a lot of bloodshed,
			my young Jedi, but you will not
			escape.

				PADME
			Anakin...

Anakin hands his lightsaber over to Jango Fett. Anakin and Padme are 
escorted out.

EXT. NUBIAN SHIP (GEONOSIS)
Artoo knows they've been captured, or at least has a good idea...

				THREEPIO
			Danger? Oh, no I shouldn't think so.
			It looks like a very dull planet to
			me. They should be back shortly. Just
			stop worrying, Artoo.

Artoo doesn't listen and leaves. Threepio reluctantly follows.

INT. GEONOSIS - DROID FOUNDRIES
Threepio and Artoo arrive at a door near one of the huge rock 
structures. As they approach, the door slowly opens to reveal the droid 
foundries. The two droids arrive in the room where Anakin and Padme 
were befor they were captured. Thousands of droids are being assembled 
on massive production lines as far as the eye can see. C-3PO and R2-D2 
now stand under a large chasm after wondering into the huge factory.

As Threepio surveys the surroundings Artoo takes off only moments later 
to see Threepio and a battle droid together. Threepio and the droid 
falls into the battle droid making machine and emerges with a battle 
droid head attached to his shoulders while C-3PO's head gets attached 
to a battle droid body After an exchange of laser fire, including the 
golden droid getting some action with the weapons as well, R2 cuts the 
head off of the enemy droid and reattaches it to Threepio.

INT. HIGH AUDIENCE CHAMBER (GEONOSIS) - DAY
Anakin and Padmé are standing in the center of what resembles a 
courtroom. Seated before them in a tall, boxed-off area is Poggle the 
Lesser, Archduke of the planet, accompanied by his underling, Sun Rit. 
Off to one side side the Separatist Senators Po Nudo, Tikkes and 
Toonbuck Toora. Right next to them are the Commerce Dignitaries, Shu 
Mai, Nute Gunray, Passel Argente, Wat Tambor and San Hill of the 
Intergalactic Bank Clan. Along the wall approximately a hundred 
Geonosians are waiting for a verdict.

				SUN RIT
			You have been charged and found
			guilty of Espionage.

				POGGLE
			Do you have anything to say before
			your sentence is carried out?

				PADME
			You are committing an act of war.
			I hope you are prepared for the
			consequences.

Poggle laughs. Count Dooku, who is also present, simply smiles.

				POGGLE
			We build weapons... it is our
			business! Of course we're prepared!

				NUTE GUNRAY
			 	(Raising his voice)
			Get on with it. Carry out the sentence.
			I want to see her suffer.

Poggle turns to Padme.

				POGGLE
			Your other Jedi friend is waiting
			for you. Take them to the arena!

Four guards take hold of Padmé and Anakin. They are escorted out of the 
chamber to the sounds of chuckling.

INT. TUNNEL LEADING TO ARENA (GEONOSIS) - DAY
Anakin and Padmé are tossed into an open cart in a gloomy tunnel 
leading to the execution arena. The murmur of a vast crowd is heard in 
the background. Guards extend their arms along the framework and tie 
them so that they stand facing each other. The driver gets up onto his 
seat.

				ANAKIN
			Don't be afraid.

				PADME
			I'm not afraid to die. I've been dying
			a little bit each day since you came
			back into my life.

				ANAKIN
			What are you talking about?

				PADME
			I love you.

				ANAKIN
			You love me?! I thought we decided
			not to fall in love. That we'd be
			forced to live a lie. That it would
			destroy our lives...

				PADME
			I think our lives are about to be
			destroyed anyway. My love for you
			is a puzzle, Annie, for which I have
			no answers. I can't control it...
			and now I don't care. I truly, deeply
			love you, and before we die I want
			you to know.

Padmé leans toward Anakin. By straining hard, it is just possible for 
their lips to meet. They kiss.

				ANAKIN
			I have no desire to be cured of
			this love either. Long or short,
			I vow to spend the rest of my life
			with you.

EXT. GEONOSIS EXECUTION ARENA (GEONOSIS) - DAY
The arena looks like a giant pit, literally built into the ground like 
a swimming pool, although it's not quite circular all the way around. 
It has been built into the landscape, flowing with the rock, forming 
around giant columns. It's huge. There are futuristic looking 
gladiators carrying shields and weapons, entertaining the thousands of 
alien spectators, who are the organic basis for the battledroids. We 
see soldiers emerge out of a tunnel into the main arena. The crowd 
cheers.

Overlooking a grand arena in a VIP style "box" area sit Count Dooku, 
archduke Poggle the Lesser (alien leader of the Geonosians), Nute 
Gunray from the Trade Federation, and Jango Fett, who is standing 
calmly behind him the Nemodian. The four dignitaries are watching a 
huge four-legged beast called a Reek as it devours the slaves. There is 
a Geonosian Picador, riding a horse-like creature called an Orray and 
carrying a spear all to the enjoyment of the raging crowd. The shiny 
armor of the combatants glistens in the sun of the rocky planet in an 
arena equal or superior to the size of the Coliseum.

There are three monsters. The reek, the acklay and a Nexu, all imported 
from other worlds