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The Red Baron

Star Wars Episode I: The Phantom Menace (Rewrite)

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The Red Baron

Yes, I am crazy. And yes, I have finished my rewrite of the screenplay for Star Wars Episode I. This is the 8th Draft - my proof-read and probably final screenplay. If you were dissatisfied with George Lucas' Prequel Trilogy, please take the time to read this and tell me what you think. Screenplays for Episodes II and III ('The Clone Wars' and 'Fall of the Jedi' respectively) are forthcoming.

STAR WARS

Episode I

THE PHANTOM MENACE (REWRITE)

Written by

Adam Redsell

Revised Eighth Draft

November 11, 2005

Based on the film

?Star Wars Episode I: The Phantom Menace?

by

George Lucas.

1 EXT SPACE

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

A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity.

The Galactic Republic has thrived for centuries in peace and unity under the guardianship of the Jedi Knights.

But the peace has been disturbed in recent times as rumours of a Mandalorian resurgence on the Onderonian moon of Dxun reach the Senate. The Mandalorians have settled there anonymously for decades, but their reputation as intergalactic conquerors precedes them.

Concerned by these developments, General Grievous, military leader of Onderon, dispatches spies to monitor their activities.

PAN DOWN to reveal the jungle moon of DXUN, with ONDERON in the backdrop. PAN with Mandalorian ship as it descends to land in the Mandalorian Base Camp.

2 EXT DXUN ? JUNGLE ? NIGHT

Two of General Grievous? spies, CRIMSON THREE and CRIMSON FIVE, dressed in jungle camouflage, are hiding behind a cliff-face outside of the Mandalorian Base Camp.

CRIMSON THREE

Yep, that?s them alright. Pass me the electrobinoculars, will ya?

CRIMSON FIVE rummages around in his backpack until he finds them and passes them to CRIMSON THREE. CRIMSON THREE checks out the base through the electrobinoculars. He sees the MANDALORIAN WARRIORS training intensely, stockpiling assault weapons, and rebuilding their assault transports (BASILISKS).

CRIMSON THREE

(into comlink)

Crimson Three to Azure Base, over. Crimson Three to Azure Base, do you copy?

AZURE BASE

(over comlink)

We read ya, Crimson Three.

CRIMSON THREE

(into comlink)

I have visual of the settlement, it?s as we?ve feared. They?re stockpiling assault weapons, rebuilding Basilisks, everything.

AZURE BASE

(over comlink)

Can you see anything else?

CRIMSON THREE

(into comlink)

Wait?I think I can see ?

Two BLASTER SHOTS sound. The comlink lies in the grass on the jungle floor.

AZURE BASE

(over comlink)

Crimson Three! Do you read me?! Crimson Thr ?

A silvery boot steps on the comlink and crushes it.

3 INT ONDERON ? IZIZ ? PALACE THRONE ROOM ? AFTERNOON

GENERAL GRIEVOUS enters the room and bows before QUEEN AMIDALA. A highly decorated military leader, Grievous has a broad jaw-line and chiselled facial features. He is aging, with greying hair and a beard, but well-built nonetheless. He wears a green military uniform, with multiple medals, and a black, flowing cape. QUEEN AMIDALA, wearing her elaborate headdress and robes, sits in her throne.

GRIEVOUS

Two of our spies on Dxun have been killed, your Highness. The Mandalorian presence on the moon is stronger than ever. They have enough firepower to make a landing on ?

AMIDALA

Withdraw all surviving personnel.

GRIEVOUS

It will be done, your Highness. Your Highness?

AMIDALA

Yes, General?

GRIEVOUS

If I may make a suggestion?We have the technology at our disposal, I propose we build an army to defend Onderon?

AMIDALA

Cloning for military purposes would be a direct contravention of Republic law!

GRIEVOUS

But your Highness, the Mandalorians ?

AMIDALA

I will not condone an action that will lead us to war!

GRIEVOUS

As you wish, your Highness?

GENERAL GRIEVOUS bows again and leaves the room. QUEEN AMIDALA watches him distrustfully.

4 INT ONDERON ? IZIZ PALACE ? CORRIDOR

GRIEVOUS walks down the corridor. The LIEUTENANT stops him in the corridor and salutes him.

LIEUTENANT

Shall we proceed with the operation, General?

GRIEVOUS

You may proceed. But be sure to exercise extreme caution.

LIEUTENANT

Yes, sir!

The LIEUTENANT salutes the General, about-turns, and leaves.

5 INT ONDERON ? IZIZ ? PALACE THRONE ROOM ? SUNSET

QUEEN AMIDALA rises from her throne and stands in front of the window. She looks out at the sunset.

AMIDALA

Sab?.

SAB?, one of the Queen?s handmaidens walks over to the Queen. She kneels before her.

SAB?

Yes, your Highness?

AMIDALA

I want you to keep an eye on General Grievous. I think he?s up to something,

SAB?

Yes, your Highness.

SAB? rises to her feet and leaves the room.

6 INT OBI-WAN?S STARFIGHTER COCKPIT ? SPACE

OBI-WAN KENOBI is flying in a JEDI STARFIGHTER on the OUTER RIM. OBI-WAN is twenty five, with long brown hair, beard, pale skin, and blue eyes. A small hologram of MASTER YODA materialises before OBI-WAN.

OBI-WAN

Why did you send me out here anyway, Master?

YODA

A master must have an apprentice, and one you must find.

OBI-WAN

I am to find an apprentice?

YODA

Yes. No more training do you require.

OBI-WAN

But where do I begin?

YODA

Concentrate. Feel the Force around you. And your apprentice you will find.

OBI-WAN

Thank you for your guidance, Master Yoda.

YODA

May the Force be with you, Obi-wan.

YODA bows and fades away.

OBI-WAN

Concentrate?

OBI-WAN closes his eyes and pauses in silent reflection. Suddenly, OBI-WAN opens his eyes as if waking from a nightmare. He pulls the flight controls to the far left.

OBI-WAN

What in the blazes?!

OBI-WAN narrowly averts a collision with a SPICE FREIGHTER. Once the danger has passed, he calms down and catches his breath.

OBI-WAN

That presence?it feels as though it came from?

OBI-WAN presses a few buttons and looks at the screen.

OBI-WAN

(continuing)

?Tatooine?

He steers his ship towards the awesome yellow planet, her two moons glowing against the darkness.

7 INT MOS EISLEY ? HANGAR BAY

ANAKIN SKYWALKER, eighteen years old, is a tall, mousy blonde starship mechanic. He works in a hangar bay, which is more like an old garage. It?s cluttered with junk-piles, toolkits, and starships. SCAVENGER DROIDS zip around the hangar bay, helping out the mechanics. ZIG, a mechanic, crouches down behind a starship, with a customer beside him. ANAKIN is busy repairing a starship, with his back turned to Zig.

ZIG

(whispering to customer)

Watch this?

ZIG throws a hydrospanner at Anakin from behind. With reflexes like a steel trap, ANAKIN shoots his hand up, gripping the rogue hydrospanner with ease. The CUSTOMER applauds his ?party trick?. ANAKIN looks at his hand in disbelief and shakes his head.

ZIG

Nice catch!

ANAKIN

I told you, Zig, I hate it when you do that!

ZIG

Ah, come on Skywalker! The customers love it!

ANAKIN gets up, wipes his hands off with a towel, and walks over to ZIG. ANAKIN drops the hydrospanner at his feet and points at ZIG.

ANAKIN

Yeah, well cut it out, or you?ll be the one dodging hydrospanners! And fix up that loose power cuplink before some unlucky customer gets grinded into space-dust!

ZIG

(saluting Anakin in a mocking fashion)

Yes, sir!

ANAKIN turns and walks back to the STARSHIP he was working on.

ANAKIN

And someone help this Rodian out here!

ZIG

Hey Skywalker, where ya goin??

ANAKIN

Anywhere but here! I?m taking this thing for a test-flight?

ANAKIN climbs into the cockpit. ZIG shakes his head smiling, and gets back to work.

8 INT TATOOINE ? STARSHIP ? COCKPIT

ANAKIN flies the STARSHIP over the Tatooinian desert. ANAKIN looks down from the cockpit and sees another ship on the ground.

ANAKIN

What the heck is that? Looks like?a Jedi Starfighter?

ANAKIN makes another pass just to make sure.

9 EXT TATOOINE ? DESERT WASTELAND ? DAY

OBI-WAN stands at a distance from his starfighter. The desert winds blow his cloak around. He turns to shelter the comlink.

OBI-WAN

(into comlink)

I felt an echo in the Force.

YODA

(over comlink)

An echo, located around a person?

OBI-WAN

(into comlink)

Yes, Master. I traced it here to Tatooine. I can feel the presence getting closer.

YODA

(over comlink)

Careful you must be.

OBI-WAN

(into comlink)

There?s a ship coming, I?d better go.

ANAKIN lands next to Obi-wan?s ship. He opens the cockpit and climbs out. He walks over to the JEDI STARFIGHTER to check it out. He runs his hand along the smooth surface.

OBI-WAN

Why, hello there!

ANAKIN

(startled)

Oh, what?! So, you?re the Jedi!

OBI-WAN

What makes you think I?m a Jedi?

ANAKIN

You?re flying a Jedi Starfighter, aren?t you?

OBI-WAN

I see that you?re familiar with spacecraft?

ANAKIN

I?m a starship mechanic. It?s my job to know these things?I?m guessing that lightsaber on your belt isn?t ornamental, either?

OBI-WAN

Perhaps I killed a Jedi and took it from him.

ANAKIN

Yeah right. No one can kill a Jedi.

OBI-WAN

If only that were true?

ANAKIN

So?what brings a Jedi to these parts?

OBI-WAN

Why, the Force brought me here?

ANAKIN

The Force? What kind of ?force? are you talking about?

OBI-WAN

I am searching for my apprentice?

ANAKIN

Well, what does he look like? Maybe I can help you find him?

OBI-WAN

Well, he?s tall, he has astoundingly quick reflexes, and he can see things moments before they happen?

ANAKIN

(eyeing off the Jedi Starfighter)

That?s a pretty strange description, but okay?

OBI-WAN

(noting Anakin?s interest in spacecraft)

Perhaps you?d like to fly my ship and help me find him?

ANAKIN

Would I ever! (clearing his throat) I mean, sure I could help you?the name?s Anakin Skywalker, by the way (stretching out his hand).

OBI-WAN

(shaking Anakin?s hand)

Obi-wan Kenobi. Pleased to meet you, Anakin.

ANAKIN and OBI-WAN climb into the cockpit of the JEDI STARFIGHTER.

10 INT OBI-WAN?S STARFIGHTER ? COCKPIT ? TATOOINE ? DAY

ANAKIN studies the controls.

ANAKIN

Let me see?

ANAKIN flicks switches, presses buttons and pulls levers. The Starfighter JOLTS and takes off.

ANAKIN

There we go?now?where should we look first? I know, let?s check out Beggar?s Canyon. I wonder how fast this thing can go?

11 EXT/INT OBI-WAN?S STARFIGHTER ? BEGGAR?S CANYON ? DAY

ANAKIN flies the Starfighter at maximum throttle and barrel-rolls into the canyon.

OBI-WAN

Slow down, for goodness sake, slow down!

ANAKIN barrel-rolls out of the canyon again, narrowly averting a collision with the cliff-face.

12 EXT/INT OBI-WAN?S STARFIGHTER ? JUNDLAND WASTES ? DAY

They fly above a desert plain, dotted with BANTHAS. ANAKIN weaves in and out of the rocky columns.

OBI-WAN

What in the blazes are you doing now?!

ANAKIN

Just testing out the machinery?Don?t worry I do this all the time?

OBI-WAN

Look out for the ?

ANAKIN BLASTS the two criss-crossing columns blocking their path. The boulders TUMBLE down and block the path of passing JAWAS, who beat their fists at the passing ship.

13 EXT/INT OBI-WAN?S STARFIGHTER ? KRAYT DRAGON CAVE ? DAY

They fly above the open desert plains again, this time approaching a cave. A KRAYT DRAGON THUNDERS out of the cave towards them, SHRIEKING.

OBI-WAN

You?re going to get us both killed!

The KRAYT DRAGON swipes at the starfighter with its gargantuan claw and misses, as ANAKIN swerves the ship out of harm?s way.

OBI-WAN

(continuing)

Oh, I give up?

They continue flying over the desert plains for a little while. ANAKIN turns to look over at Obi-wan.

ANAKIN

Well?that was fun?Let?s go back for another look.

OBI-WAN

Okay, okay, he?s definitely not here! Can you just land the blasted thing already?!

ANAKIN

All right, all right! Take it easy?

14 EXT TATOOINE ? DESERT WASTELAND ? AFTERNOON

ANAKIN sets the ship back down where it took off. OBI-WAN and ANAKIN climb out of the cockpit.

ANAKIN

(looking down at the ground)

I?m sorry we couldn?t find your apprentice.

OBI-WAN

Oh, but we did find my apprentice?he?s you.

ANAKIN

(astonished)

Wha?! Me? A Jedi?! How can this be?

OBI-WAN

Before I arrived, I sensed a strong presence in the Force, coming from this planet. It?s only when I met you that I knew.

ANAKIN

But how?!

OBI-WAN

Don?t be so surprised. You have Jedi reflexes. You see things before they happen. All traits of a being gifted in the Force.

ANAKIN is excited, but he hesitates.

OBI-WAN

I sense you are troubled. What?s the matter?

ANAKIN

(looking at the ground again)

It?s my mother. A few years ago, my people were attacked by slave-traders and they kidnapped my mother. I don?t know where they took her. I?ve circled the planet countless times. She?s not here?

OBI-WAN

Perhaps on the path to becoming a Jedi, the answers might present themselves?

ANAKIN pauses, looking back and forth between the old hangar bay and the JEDI STARFIGHTER.

ANAKIN

There?s nothing for me here. I want to see the galaxy; make something of my life. I want to become a Jedi and learn the ways of the Force.

15 EXT/INT MOS EISLEY ? HANGAR BAY ? AFTERNOON

ANAKIN climbs out of the cockpit of the STARSHIP, throws his towel down and starts walking out.

ANAKIN

Seeya later, Zig. I?m going.

ZIG

What?! Hey Skywalker, what are you doing?! You forgot your?

ZIG shakes his head and puts Anakin?s toolkit down.

ZIG

Not again!

ANAKIN walks towards his LANDSPEEDER, parked outside the hangar bay. He climbs inside it.

ANAKIN

(to Obi-wan)

Come on, hop in.

OBI-WAN

(climbing into the LANDSPEEDER)

Where are we going?

ANAKIN

To say goodbye to an old friend.

ANAKIN REVS up the LANDSPEEDER and drives off.

16 EXT TATOOINE ? WASTELAND ? AFTERNOON

ANAKIN races across the wasteland in his battered LANDSPEEDER.

17 EXT TATOOINE ? MOISTURE FARM ? LATE AFTERNOON

ANAKIN pulls up the LANDSPEEDER beside the moisture farm. ANAKIN and OBI-WAN get out of the LANDSPEEDER. ANAKIN walks towards the hovel.

ANAKIN

(calling out)

Owen! Owen!!

OWEN

(calling back)

Hold on! I?m just finishing up. Why aren?t you still at work?

OWEN LARS walks out of the hovel with a towel over his shoulder. He cleans his hands with the towel as he approaches Anakin.

ANAKIN

Owen. (motioning towards OBI-WAN) There?s someone I?d like you to meet: Obi-wan Kenobi. Obi-wan, meet Owen Lars.

OBI-WAN

(shaking Owen?s hand)

Pleased to meet you.

OWEN

(suspiciously)

Sure?

ANAKIN

What?s taking you so long, anyway? Don?t tell me you need me to repair those moisture vaporators again!

OWEN

No, no, no, no?you ?fixed? quite enough the last time. I?m just busy at work, which is where you should be?

ANAKIN

Ha! Perhaps you should consider buying some droids!

OWEN

I?ll tell you what. How about I finish up here, and then we meet back at the homestead for some refreshments?

ANAKIN

Sounds good to me.

18 INT LARS HOMESTEAD ? DINING AREA

Owen?s wife BERU, a young, beautiful woman, fills some pitchers with blue fluid from a refrigerated container in the well-used kitchen. She puts the pitchers on a tray and places them on the table.

OBI-WAN

(to Beru)

Thank you.

OWEN

So?Obi-wan, where are you from?

OBI-WAN

I came here from Coruscant.

OWEN

Ah! The bright centre of the universe! What brings an off-worlder like yourself all the way out to the Outer Rim?

OBI-WAN

I am a Jedi Knight on a mission to find an apprentice.

OWEN

Well, good luck finding a Jedi all the way out here! All you?ll find on this rock is Hutt-spawn and Bantha tracks!

OWEN raises his pitcher to his lips and starts drinking.

ANAKIN

Owen, I?m going with him?

OWEN spits out his drink in surprise.

OWEN

You?re what?

ANAKIN

I?m going with him, to Coruscant. I?m going to become a Jedi.

OWEN

Anakin, can I speak with you outside?

ANAKIN gets up from the table and OWEN places his hand on his shoulder as they walk out onto the balcony.

19 EXT LARS HOMESTEAD ? BALCONY ? BINARY SUNSET

OWEN

Have you lost your mind?! Didn?t anyone ever tell you to stay away from their kind?

ANAKIN

What are you talking about?

OWEN

The Jedi are dangerous! You?re a good mechanic, Anakin. You should stay here on Tatooine where it?s safe.

ANAKIN stares longingly out at the binary sunset.

ANAKIN

There?s nothing for me here. Besides, this might be my chance to find my mother.

OWEN

Your mother?s gone. Accept it. There?s nothing you can do about it. Just let it go.

ANAKIN

No, I won?t let it go! It?s a dead-end for me here. I want to make something of myself?

ANAKIN drags Owen back inside.

20 INT LARS HOMESTEAD ? DINING AREA

OBI-WAN stands up.

OBI-WAN

I can see that you do not approve of Anakin?s decision, but his gifting in the Force is too formidable to ignore.

OWEN

Is this really what you want, Anakin?

ANAKIN

More than anything.

OWEN gives ANAKIN a hug and pats him on the back.

OWEN

Hey?take care of yourself.

ANAKIN

Thanks for looking out for me, Owen. Good luck with your moisture farm.

OBI-WAN

Come Anakin, it?s time to leave. Owen, Beru, thank you very much for your hospitality.

OBI-WAN, ANAKIN, OWEN, and BERU walk out through the front entrance.

21 EXT TATOOINE ? LARS HOMESTEAD ? BINARY SUNSET

OWEN and BERU stand in the doorway and wave to ANAKIN as he and OBI-WAN walk towards the LANDSPEEDER.

22 INT CORUSCANT ? JEDI TEMPLE ? COUNCIL CHAMBERS ? NIGHT

OBI-WAN and ANAKIN stand before MASTER YODA, MASTER MACE WINDU, and the JEDI COUNCIL. The twelve JEDI MASTERS are dressed in their Jedi robes, seated in a circular formation around OBI-WAN and ANAKIN.

MACE

You have summoned us, Obi-wan?

OBI-WAN

Yes, Master Windu. I have come to request approval for the training of this boy.

ANAKIN walks around the chamber, shaking hands with the JEDI MASTERS, who are taken aback by this strange custom.

ANAKIN

(still shaking hands)

The name?s Anakin Skywalker. Pleased to meet you.

YODA

This was the one whose presence you felt?

OBI-WAN

Yes. It is him. Of that I have no doubt. It?s astounding. His reflexes, precognition?He has an instinctive strength and potential in the Force. I?ve never seen anything like it?

MACE

Obi-wan! Sorry Anakin, can you please excuse us for a moment?

ANAKIN leaves the chamber quietly.

YODA

Obi-wan. Careful you must be. Mindful of what you say. Or over-inflate the boy you will?I sense much fear in him.

OBI-WAN

He?s lost his mother and he?s light years from home, of course he?s ?

YODA

Excuses we need not, Obi-wan. Fear is the path to the Dark Side?

OBI-WAN

You?re expecting him to run before he can walk! He has nothing to lose and an eagerness to learn. I can train him, I know I can!

YODA

Already the boy can run, by the sounds of things. The walking we?re concerned about.

OBI-WAN

But Master ?

MACE

Don?t fret, Obi-wan. We have already approved the boy?s training. We just want to make sure you understand the seriousness of the task before you.

OBI-WAN

Thank you! Thank you?I will train him well, I promise. I won?t let you down.

MACE

(smiling)

Okay, okay! Get out of here and train that boy!

OBI-WAN

Don?t worry, I will. Thanks again!

OBI-WAN bows and runs out of the chamber. YODA shakes his head, smiling.

YODA

May the Force be ?

The door SLAMS behind Obi-wan. The JEDI MASTERS cringe at the sound.

YODA

(continuing)

?with you.

MACE

There?s something about that boy. I felt an immense power about his presence; a sense of destiny.

KI-ADI

I felt it too.

YODA

Hmmm?so too did I. But the future surrounding him, too difficult to see.

23 INT CORUSCANT ? JEDI TEMPLE ? HALLWAY OUTSIDE COUNCIL CHAMBERS

OBI-WAN walks down the hallway towards ANAKIN, pretending to look a little disappointed.

ANAKIN

What did they say?

OBI-WAN

(smiling, almost imitating Yoda)

We may begin?the training. Come this way?

OBI-WAN and ANAKIN walk down the hallway together.

24 INT CORUSCANT ? JEDI TEMPLE ? MEDITATION CHAMBER ? DAY

OBI-WAN gives ANAKIN a tour of the Meditation Chamber. The room is covered in white tiling. There are bookshelves against the side walls containing Jedi teachings, and red velvet cushions sitting on the floor. The entire rear wall is a window, allowing the sunlight to illuminate the room.

OBI-WAN

This is the Meditation Chamber. Quiet place. Minimal distractions. This is where you?ll learn to clear your thoughts and centre yourself in the Force.

ANAKIN

Tell me about the Force?

OBI-WAN

The Force is an energy field. It binds and flows through all living things. It holds the universe together?

ANAKIN

So, the Force controls everything?

OBI-WAN

Well yes, and we control it, to an extent. See, we are a part of the Force as well, and it is a part of us. When we acknowledge this truth, the Force can be a powerful ally.

ANAKIN

Does that mean I can use the Force to move objects?

OBI-WAN

Yes. With the proper training, you will be able to move anything in this room.

ANAKIN

Can you show me now?

OBI-WAN

Very well. See that book over there? Focus all your energy on it. Stretch your hand out towards it. Good. Now, close your eyes, and concentrate. That?s it. Now, think of nothing but that book. It is just a part of the living Force. Now?lift it!

The book hovers about a foot above the ground. ANAKIN keeps his arm outstretched with his palm facing upward. He opens his eyes slowly and gapes in awe.

ANAKIN

I did it! I did it!

The book floats gently back down again.

OBI-WAN

Well done, Anakin! Now come, there is much to learn?

25 INT CORUSCANT ? JEDI TEMPLE ? COMBAT CHAMBER ? NIGHT

OBI-WAN and ANAKIN walk past a series of ancient Jedi hieroglyphs on the wall of the Combat Chamber.

OBI-WAN

See, in this picture, the warrior and the blade are separate. It is a struggle to become a warrior, even with the goal of bringing peace to the galaxy. We begin at odds with ourselves, and our weapon.

ANAKIN

This next one over here, what does it mean?

OBI-WAN

The warrior and the weapon are one. With the Force as our ally, even a blade of grass can become a weapon.

They walk further along the wall and stop in front of the final hieroglyph.

OBI-WAN

And in the final picture, there is no blade?

ANAKIN

(pausing for a moment)

So, the warrior becomes the blade!

OBI-WAN

(slightly concerned by this interpretation)

No, no?not quite. The ultimate ideal of the warrior is to finally lay down his weapon. The warrior is at peace with the galaxy. But for now, let?s just focus on number two!

OBI-WAN throws a staff into Anakin?s chest. ANAKIN grips it awkwardly. They begin to spar with each other. ANAKIN responds purely with reflex actions, surprising himself.

OBI-WAN

That?s it. Good. You are trusting your instincts and anticipating my movements.

26 ONDERON ? IZIZ ? OUTER CITY LIMITS ? CANYON ? NIGHT

GENERAL GRIEVOUS walks down into the canyon, glancing around suspiciously. SAB? follows him at a distance and hides behind a large rock. The ground opens up before General Grievous. A platform rises from underground to receive him. He boards the platform and descends underground. SAB? runs towards the opening as the ground closes up behind him. She gazes down in awe at what lies below as the ground closes up.

SAB?

(into comlink)

Your Highness?

27 ONDERON ? IZIZ ? UNDERGROUND CLONING FACILITY

GENERAL GRIEVOUS steps off the elevator platform and looks around the facility. The factory line produces armour and weaponry as HUMAN CLONES are being formed in kolto tanks. Potential CLONE SOLDIERS of differing maturity levels are being trained in separate rooms. The LIEUTENANT walks up to GRIEVOUS and salutes him.

GRIEVOUS

State your progress, Lieutenant.

LIEUTENANT

Your first squad of clone troopers is ready, General. Would you like to inspect them?

GRIEVOUS

Yes. That is what I?m here for.

The LIEUTENANT leads the General to a platform overlooking the first squad of CLONE SOLDIERS. The CLONE SOLDIERS march perfectly in rank and file until they come to a halt. They turn uniformly on the incline and present arms.

GRIEVOUS

Good. Increase production to maximum output. I want the army completed within the month.

LIEUTENANT

As you wish, General.

28 INT CORUSCANT ? JEDI TEMPLE ? COMBAT CHAMBER ? SUNRISE

OBI-WAN and ANAKIN stand before a chasm in the Combat Chamber.

OBI-WAN

See that chasm over there?

ANAKIN

(warily)

Yes?

OBI-WAN

You are going to jump it.

ANAKIN

Are you crazy?! That?s impossible!

OBI-WAN

Yes. It is?according to your conscious mind. But not with the Force. In time you will learn to let go of your conscious mind and rely on instinct.

ANAKIN

But this chasm?it?s too big.

OBI-WAN

It?s no different from stepping over a tiny crack. Use the Force, Anakin.

ANAKIN

All right. Here goes?

ANAKIN closes his eyes to focus, then rubs his hands to the mantra of ?just a crack?. He takes a big run-up, sprints, then leaps across the chasm. He comes up short, gripping the edge with his fingers. ANAKIN hangs on, closes his eyes, and concentrates. All of a sudden he pulls himself up the wall at speed, somersaults, and then lands on his feet.

OBI-WAN

Well done, Anakin! I knew you would make it!

ANAKIN peers back over the edge.

ANAKIN

What was down there anyway?!

OBI-WAN

Just the trash compactor?

ANAKIN does not look impressed.

OBI-WAN

(continuing)

I knew you were going to make it!

29 INT ONDERON ? IZIZ ? GRIEVOUS? OFFICE

GENERAL GRIEVOUS sits behind his desk. A BEEP sounds from his desk. He presses a button on the comlink.

OFFICER

(over comlink)

The Lieutenant is here to see you, General.

GRIEVOUS

(into comlink)

Send him in.

The LIEUTENANT enters his office.

GRIEVOUS

Report status.

LIEUTENANT

(saluting)

Troop production is on schedule and the first army is nearing completion, General.

GRIEVOUS

Good. Prepare to move through to the next phase of the operation.

A BEEP comes from his comlink again.

OFFICER

(over comlink)

The Queen requests your presence immediately, General.

GRIEVOUS

(into comlink)

Inform her Highness that I will arrive shortly.

GRIEVOUS rises from his seat and fastens his cape.

GRIEVOUS

Lieutenant, gather what troops you can. It is time.

LIEUTENANT

(saluting)

Yes, General. We await your orders.

30 INT CORUSCANT ? JEDI TEMPLE ? COMBAT CHAMBER ? NIGHT

OBI-WAN puts his hand on Anakin?s shoulder as they enter the Combat Chamber.

OBI-WAN

Congratulations, Anakin. You?ve almost completed your basic training.

ANAKIN

It?s about time. I was starting to get bored?

OBI-WAN

Patience, Anakin. Patience. I have a gift for you.

ANAKIN

A gift? What for?

OBI-WAN

For the final tier of your basic training?

They walk over to a leather-bound chest on a stand.

OBI-WAN

Go on. Open it.

ANAKIN opens the chest slowly and his eyes widen. He unwraps the velvet to reveal a lightsaber hilt.

OBI-WAN

Your very own lightsaber.

ANAKIN looks astonished. He ignites the lightsaber and marvels at its blue light. He swings it from side to side, listening to its melodious HUM.

OBI-WAN

Hey! Be careful with that thing! It?s not a toy!

ANAKIN

Sorry, Master.

OBI-WAN

(clearing his throat)

Your first exercise is to block against this remote.

ANAKIN

Block against a droid?! Surely you can do better than that?

OBI-WAN

Good. You?ll be doing it blind-folded.

ANAKIN

(looking dismayed)

?But how am I supposed to ?

OBI-WAN wraps the blind-fold across his eyes.

OBI-WAN

That?s the point. Your eyes deceive you. Don?t trust them.

ANAKIN swings his lightsaber around in anticipation.

ANAKIN

Great.

ANAKIN waits for the remote to strike, but swings too early. The REMOTE ZAPS him.

ANAKIN

Ouch!

ANAKIN changes hands and shakes his wrist, preparing himself for the next attack.

31 INT CORUSCANT ? JEDI TEMPLE ? COMBAT CHAMBER ? DAWN

Anakin?s blind reflexes have increased at an incredible pace. He deflects every shot the REMOTE takes.

ANAKIN leaps towards the remote with a downward strike followed by a sideways strike, slicing the remote into quarters.

ANAKIN

Got ?em!

ANAKIN puts away his lightsaber, pulls off his blindfold, and smiles.

OBI-WAN

(surprised but dismayed)

You were supposed to block against the remote, not destroy it!

OBI-WAN shakes his head.

32 INT ONDERON ? IZIZ ? PALACE THRONE ROOM ? DAY

GRIEVOUS kneels before Queen Amidala and then rises. The Queen is guarded by FOUR ROYAL GUARDS, two on either side of her, dressed in full ceremonial armour.

GRIEVOUS

You called for me, your Highness?

AMIDALA

You deliberately disobeyed my orders. Your actions have jeopardised our relations with the Republic and Onderon?s very safety.

GRIEVOUS

No, your ?Highness?, it is your incompetence of leadership and the weakness of the Republic that jeopardises Onderon. The Mandalorians threaten our very existence and yet you see fit to ignore it!

AMIDALA

Guards!

AMIDALA motions towards Grievous, and her FOUR GUARDS apprehend him, tying his arms behind his back with binders. GRIEVOUS struggles.

AMIDALA

You are under arrest on the charge of treason, and the violation of Republic law ?

GRIEVOUS

Oh no, I?m not!

Grievous? CLONE SOLDIERS CRASH through the throne room window and BLAST through the entrance. They point their blaster rifles at the Queen and the Royal Guards. A CLONE SOLDIER frees General Grievous.

GRIEVOUS

Weapons! Now!

The ROYAL GUARD lower their weapons and throw them down. CLONE SOLDIERS gather up the guards? weapons and place them all in binders.

AMIDALA

You won?t get away with this treachery, Grievous!

GENERAL GRIEVOUS holds her pretty face in his hand.

GRIEVOUS

Watch me, your ?Highness.?

GENERAL GRIEVOUS looks at her face more closely.

GRIEVOUS

Wait?this one?s an impostor! Search the palace?Find her! I want her alive!

A SQUAD of CLONE SOLDIERS run out of the throne room to search the palace.

33 INT ONDERON ? IZIZ PALACE ? HANDMAIDEN?S QUARTERS

QUEEN AMIDALA is disguised as one of her handmaidens. She presses a button to relay an emergency message to the Jedi Temple.

AMIDALA

(into holotransmitter)

Master Yoda?Master Yoda?anyone! General Grievous has captured the palace?he?s taking over?please?send help!

THREE CLONE SOLDIERS rush into the room. QUEEN AMIDALA BLASTS one of them with a laser pistol.

CLONE SOLDIER

Set to stun!

The CLONE SOLDIER BLASTS her with a stun ray from his blaster rifle. QUEEN AMIDALA falls unconscious on the floor and the comlink goes static.

CLONE SOLDIER

We got her!

34 INT CORUSCANT ? JEDI TEMPLE ? YODA?S QUARTERS ? SUNSET

MASTER YODA is sitting on a cushion, meditating in his small chamber. Orange light pierces through the cracks in the louvres. A HOLOGRAM of QUEEN AMIDALA appears before him. Yoda?s eyes bolt open.

AMIDALA

(over holotransmitter)

Master Yoda?*STATIC*?please?*STATIC*?send help!

The image FIZZLES out.

35 EXT ONDERON ? IZIZ ? CITY SQUARE ? SUNSET

CLONE SOLDIERS sweep across Onderon, marching in formation. They come to a halt in the Iziz City Square, turn on the incline and present arms. GENERAL GRIEVOUS stands on the palace balcony overlooking the City Square. GRIEVOUS looks proud of his conquest. The LIEUTENANT walks out onto the balcony.

LIEUTENANT

You called for me, milord?

GRIEVOUS

Build more cloning facilities and begin full-scale production. Soon we will commence the attack.

LIEUTENANT

As you wish, milord.

36 INT CORUSCANT ? GALACTIC SENATE

The Senate chambers are huge. Hundreds of SENATORS sit in

the circular assembly area. SUPREME CHANCELLOR VALORUM sits in an elevated area in the centre. PROBE DROIDS hurry about as the Senator?s aides, translating and transferring documents into their data pads.

VALORUM

Next on the agenda is the discussion of trade routes between Chandrilla and Corellia. Will the representatives for these two systems please ?

The large holo-screen on the wall goes STATIC and GENERAL GRIEVOUS appears.

VALORUM

General Grievous!

GRIEVOUS

I interrupt this meeting to bring an urgent request before the Senate.

VALORUM

Continue.

GRIEVOUS

Two of our?diplomats reported heightened military activity on the moon of Dxun. Mandalorian forces are stockpiling weapons and rebuilding Basilisks. Sadly, our diplomats did not survive. I fear that the Mandalorians are preparing for an attack. In the interests of protecting Onderon and its neighbouring systems, I request that military aid be sent from the Republic to pre-emptively strike the settlement on Dxun.

REPRESENTATIVES from RODIA, KINYEN, RYLOTH, SRILUUR, GAMORR, DURO, and ANDO rise from their seats.

REPRESENTATIVES

(in alien tongues)

Here, here!

VALORUM

The Mandalorians haven?t attacked a Republican system in years. They wouldn?t dare! Nonetheless, Onderon?s request for military aid cannot be verified unless it comes from Queen Amidala herself. Have the Queen present this request to the Senate, so that we may defer this matter for investigation by a committee.

GRIEVOUS

I am the new leader of Onderon. My request can now be verified.

VALORUM

What have you done with the Queen?! Where is she?! Put her on!

GRIEVOUS

The Queen did not take this threat seriously, so I acted in the interests of my people. And if the Republic will not take this threat seriously, then it is in the interests of Onderon?s security to secede from the Republic!

VALORUM

Grievous, you ?

The holo-screen FIZZLES out. A RABBLE rouses in the Senate.

MAS AMEDDA

Order! Order! We shall have order!

37 INT CORUSCANT ? JEDI TEMPLE ? COUNCIL CHAMBERS ? NIGHT

MASTER YODA holds a special meeting of the JEDI COUNCIL. YODA replays the HOLOGRAM of QUEEN AMIDALA.

AMIDALA

Master Yoda?*STATIC*?anyone! General Grievous has captured the palace?*STATIC*?he?s taking over?*STATIC*?please?send help!

The image FIZZLES out.

MACE

It appears that General Grievous has overthrown the Queen, and seized Onderon in a military coup.

SHAAK

Finally, the General reveals his true colours.

KI-ADI

Did the Queen survive the attack?

YODA

Difficult to see?

MACE

We believe he would opt for a public execution as a demonstration of his power.

KI-ADI

Then there is still time to dispatch a rescue mission!

SHAAK

But whom shall we send?

MACE

Jedi who will act in stealth, Jedi who are ?

YODA

Young and agile.

KI-ADI

What about young Skywalker and his master, Kenobi?

MACE

Any objections to sending Obi-wan and his apprentice?

YODA

The boy?s first mission it may be, but young and agile he is.

MACE

Then it is agreed. Anakin and Obi-wan will go to Onderon?

YODA

Inform them, I will.

YODA hops out of his seat and walks out of the chamber with his walking stick.

38 INT CORUSCANT ? JEDI TEMPLE ? COMBAT CHAMBER

OBI-WAN and ANAKIN are sparring with their lightsabers. ANAKIN parries Obi-wan?s blade, sending his lightsaber flying out of his hand. ANAKIN pushes Obi-wan to the ground with the Force, and points his lightsaber at him.

ANAKIN

I have you now!

OBI-WAN

Are you so certain?

ANAKIN

Well, you are unarmed, and I am not!

OBI-WAN

Do you not remember the lesson of the second hieroglyph?

ANAKIN

Huh?

OBI-WAN quickly rolls out of harm?s way, pulling his lightsaber to his hand with the Force. He knocks Anakin?s lightsaber out of his hand and pushes him to the ground with the Force. Now Anakin is on the floor with a lightsaber pointed at him. YODA approaches them, disapproving of the cocky display, but vaguely amused.

YODA

(clearing his throat)

Ahem.

OBI-WAN and ANAKIN are startled by the Jedi Master?s presence. They both look over at him at the same time, putting their lightsabers away.

OBI-WAN/ANAKIN

(at the same time)

Master Yoda! We were just ?

YODA

A mission the Council has for you?

YODA walks over to Anakin, and starts nudging him in the side.

YODA

(jokingly)

Anakin?s first mission, hmmm? Proud you must be, Obi-wan!

OBI-WAN

Yes Master, I am very proud. But tell me, what is the nature of this mission?

YODA

Rescue Queen Amidala you must.

OBI-WAN

The Queen is in danger?

YODA

Yes. Terrible danger. Seized Onderon the General has.

OBI-WAN

Grievous?Where is she being held?

YODA

If still alive she is, in Onderon?s capital she will be.

OBI-WAN

Very well. We will leave for Iziz immediately.

YODA

Careful, Obi-wan. The shroud of the Dark Side covers Onderon?

OBI-WAN

Thank you for your concern, Master. I only hope we can shed some light on the situation.

YODA

May the Force be with you both.

YODA hobbles away on his walking stick.

OBI-WAN

Come Anakin, we?ve got work to do.

39 INT SITH CHAMBER ? NIGHT

A cloaked figure, DARTH SIDIOUS is sitting in a kind of throne, with Sith gargoyles on either side of him. He meditates in the dark chamber, overlooking the depths of space. His face is hidden completely in the darkness. Another cloaked figure, DARTH TYRANUS, enters the room, removes his hood, and bows down.

TYRANUS

What is thy bidding, my Master?

SIDIOUS

Everything is going according to plan. It is time for you to do your part.

TYRANUS

It will be done, my Master.

This scene is kept deliberately cryptic, so that the audience cannot identify the Sith Lords, nor understand their plan.

40 INT SECLUDED MOON ? SPACE STATION

GENERAL GRIEVOUS holds a secret meeting with REPRESENTATIVES of Onderon?s neighbouring systems. They sit at a table across from each other. PROBE DROIDS hurry about, translating and transferring documents into their data pads.

GRIEVOUS

It is inevitable. The Mandalorians are prepared for another invasion. We must strike now, before it?s too late.

TWI?LEK SENATOR

(in Twi?lek)

But we need Republic support to even stand a chance against those barbarians!

GRIEVOUS

Forget the Republic! They are no help to us. It is clear that Valorum and the Senate do not take this threat seriously. I urge you, sign this treaty, free yourself of the Republic?s shackles, and together we can utilise the technologies at our disposal to defend ourselves against the Mandalorian scourge!

DURO SENATOR

(in Duran)

What ?technologies? are you referring to?

GRIEVOUS

Cloning. For military purposes. Illegal under Republic law, but not under this new treaty. Just think: a Clone Army for the Confederacy of Independent Systems. This will provide us with all the security we need. Security that the Republic will not afford us.

RODIAN SENATOR

(in Rodian)

Where do we sign?

41 INT CORUSCANT ? JEDI TEMPLE ? COUNCIL CHAMBERS ? DAY

MASTER SIFO-DIAS stands before the JEDI COUNCIL.

KI-ADI

You summoned us, Sifo-Dyas?

SIFO-DYAS

Yes. I wish to lead a force of Jedi Knights on Dxun.

YODA

Why? Help Grievous you will, if to Dxun you go.

SIFO-DYAS

I do not agree with Grievous? rule, but the Mandalorians are a threat to the Republic. If we do not take this threat seriously, systems will lose faith in the Jedi and the Republic.

YODA

Grievous cannot be trusted. Overestimated the threat may be.

SIFO-DYAS

But what if Grievous is right? We cannot afford to take that chance. If Onderon falls, the Republic will fall, and we will be forced to fight as soldiers in a war we cannot win. I only ask for the means to defend the Republic!

MACE

If it were defence you were proposing, we would have no reservations about granting your request. But what you are proposing is something entirely different. A pre-emptive strike is not the Jedi way.

KI-ADI

Patience, Sifo-Dias, patience. I sense there is a greater evil at work.

SIFO-DYAS

But our inaction will only allow the evil to grow!

YODA

No. We must wait. Wait for the true enemy to reveal itself.

SIFO-DYAS

Clearly, we do not see eye to eye on this matter. I can see that we will not come to an agreement. I wish you well. Goodbye.

SIFO-DYAS leaves the chamber.

42 INT CORUSCANT ? JEDI TEMPLE ? FORUM

SIFO-DYAS holds a forum of JEDI KNIGHTS.

SIFO-DYAS

The Jedi Council has decided to take no action. They believe we should wait for the Mandalorians to invade Republican systems before we respond. The Republic will fall if we do not act now. The Mandalorians have conquered many systems in the past. They are stockpiling weapons and rebuilding their arsenal as we speak. They will only grow more powerful with time. Come, stand with me, and together we will battle this menace.

A group of JEDI KNIGHTS cross the floor and stand beside Sifo-Dyas.

SIFO-DYAS

Join us. The Jedi Council is wise, but will take too long to deal with this threat. We must act now to stop the Mandalorians. The Jedi are not called to apathy, but to compassion and peacemaking. When systems burn and people suffer, will we still sit idly by while we ponder our response? No! If we allow this to happen, systems will lose faith in the Republic and the Jedi.

Another group of JEDI KNIGHTS cross the floor and stand beside Sifo-Dyas.

SIFO-DYAS

I am proud that we will be taking up our lightsabers for the good of the Republic. The Council will continue to watch, to debate, while entire systems fall to the Mandalorians. If we don?t act now, there may be no Republic army to assist in the future.

JEDI KNIGHTS

(raising their lightsabers)

For the Republic!

43 EXT ONDERON ? IZIZ - OUTER CITY LIMITS ? CANYON ? NIGHT

OBI-WAN and ANAKIN land their JEDI STARFIGHTERS and hide them in the foliage. They run fully cloaked across Onderon?s rocky terrain with speed and stealth. They hide behind a large rock as a SENTRY of CLONE SOLDIERS march past.

44 EXT ONDERON ? IZIZ ? CITY STREETS ? NIGHT

OBI-WAN and ANAKIN sneak through the streets of Iziz. OBI-WAN peeks around the corners to see another SENTRY of CLONE SOLDIERS approaching. They back up against the wall. The soldiers walk past, inspecting the area. Obi-wan and Anakin are no longer there. Instead, they lie flat on the roof of a nearby building. Once the danger is passed, they get up and leap from building to building.

45 EXT/INT ONDERON ? IZIZ ? PRISON BLOCK - NIGHT

OBI-WAN and ANAKIN use their lightsabers to cut a hole through the wall of the prison block, using the Force to pull the slab out. OBI-WAN looks through the hole and inspects the area. OBI-WAN uses the Force to make a sound outside.

CLONE GUARD #1

What was that?

CLONE GUARD #2

I don?t know. Let?s go check it out.

The CLONE SOLDIERS walk out through the front door. OBI-WAN and ANAKIN leap down into the prison corridor. ANAKIN sees a beautiful woman, trapped in a force cage, and runs over to her.

AMIDALA

Who are you?

ANAKIN

Shhh?The name?s Anakin Skywalker.

QUEEN AMIDALA looks puzzled, as if she?s supposed to know who he is.

ANAKIN

I?m a Jedi Knight; I?m here to rescue you. Step back for a second?

ANAKIN gestures to Obi-wan. ANAKIN and OBI-WAN push their lightsabers in both ends of the force cage to disrupt its field.

AMIDALA

They?re coming!

A SENTRY of CLONE SOLDIERS come running down the corridor. They stop to fire at the three fugitives with their blaster rifles. OBI-WAN and ANAKIN deflect their fire with their lightsabers, rebounding to hit some of them. ANAKIN picks up a blaster rifle with the Force and hands it to the Queen.

ANAKIN

Here, take this!

AMIDALA, taken aback, holds the blaster awkwardly and fires at the clone soldiers. The Jedi deflect enemy blaster fire and carry the Queen back through the wall opening they created.

OBI-WAN

Any clues on what Grievous is up to, your Highness?

AMIDALA

I?ll show you?follow me!

46 EXT DXUN ? JUNGLE ? AFTERNOON

SEPARATIST DROPSHIPS land in the jungle of Dxun, CRUSHING the trees beneath them as the CANNOKS, MAALRAAS, and BOMA BEASTS STAMPEDE to get away. Their hangars open uniformly and battalions of clone troopers march onto the surface of the jungle moon. They march towards the Mandalorian Base Camp?

47 EXT ONDERON ? IZIZ ? OUTER CITY LIMITS ? CANYON - NIGHT

OBI-WAN, ANAKIN, and QUEEN AMIDALA hide behind a rock overlooking the canyon. They spot a SQUAD of CLONE SOLDIERS scrutinising their starfighters.

ANAKIN

Damn! They?ve uncovered our transports!

OBI-WAN

Stifle your disappointment Anakin, or that won?t be the only thing they uncover. Now, here?s our chance.

The ground opens up in the canyon, and a BATTALION of CLONE SOLDIERS marches out into the hangar of a SEPARATIST DROPSHIP. Once the dropship takes off, the three run towards the opening before it closes. OBI-WAN jumps down the shaft.

ANAKIN

Quick, get on my back!

AMIDALA

I?m not ?

ANAKIN

Sorry, your Highness, we don?t have time to discuss this.

48 INT ONDERON ? IZIZ ? CLONING FACILITY

ANAKIN slings the Queen over his shoulder and climbs down the wall with Obi-wan. They slide down to land on the elevator platform as it descends. The elevator comes to a complete stop. They witness the awesome spectacle of human soldier production at every level.

OBI-WAN

Good Heavens?

ANAKIN

These soldiers, they all look the same?

AMIDALA

They?re clones.

49 EXT DXUN ? JUNGLE ? LATE AFTERNOON

The CLONE ARMY marches through the jungles of Dxun, eliminating any MANDALORIAN SENTRIES along the way with BARRAGES of blaster fire. The clone army commander sees the JEDI DROPSHIP above them.

CLONE COMMANDER

Squad, halt!

The DROPSHIP lands in front of the clone army, CRUSHING the trees beneath it. The hangar opens.

SIFO-DYAS

Wait here. I will discuss the attack with the commander.

JEDI KNIGHT #1

I have never seen such discipline and uniformity in an army.

JEDI KNIGHT #2

Do not underestimate the Mandalorians. They are cunning and unpredictable above all things?

SIFO-DYAS walks out to meet the clone army commander.

SIFO-DYAS

Impressive. We have come to aid Onderon in its struggle against the Mandalorians.

CLONE COMMANDER

Yes. The General has been expecting your arrival. We will commence the attack shortly.

SIFO-DYAS

And we will lead you.

COMMANDER

Very well. Just give the order.

The JEDI KNIGHTS join the front ranks of the clone army. The army marches onward. Finally, they reach the entrance to the Mandalorian Base Camp, where the MANDALORIAN ARMY is waiting for them.

SIFO-DYAS

Attack!

MANDALORIANS

For Mandalore!

The Jedi run towards the Mandalorians, brandishing their blue lightsabers as blaster fire ERUPTS from the ground. The CLONE SOLDIERS follow their lead and storm the gates.

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The Red Baron

50 INT CORUSCANT ? GALACTIC SENATE

There is a RABBLE in the Senate as representatives are anxious about the system exodus from the Republic and Onderon's military action on Dxun.

MAS AMEDDA

Order! Order! We shall have order!

VALORUM

The rumours are true. The systems Ando, Duro, Gamorr, Kinyen, Rodia, Ryloth and Sriluur have seceded from the Republic and have signed a treaty with General Grievous. The Separatists have proceeded to invade Dxun in an unprovoked pre-emptive strike against the Mandalorians.

A RABBLE rouses in the Senate again.

MAS AMEDDA

Order!

VALORUM

We cannot allow the Republic to be bullied by wanton militarists, nor can our policies be dictated by scare-tactics and war-mongering. We must cling to the ideals that this Republic was founded on, lest everything we worked so hard to build fall away?Before the Republic, there was conflict and anarchy. We cannot allow ourselves to return.

MAS AMEDDA

The Chair recognises the Senator from the system of Onderon.

PALPATINE rises from his seat.

PALPATINE

What of the Queen and our people?

VALORUM

Jedi Knights have been dispatched to Onderon to rescue the imprisoned Queen Amidala. Once the Queen is returned to us, she will advise us as to the next course of action.

PALPATINE

I?m afraid that is not enough. The galaxy is in turmoil, and thus far our response has been characterised by inaction and apathy. It is little wonder so many systems have seceded from the Republic. They do not feel safe because their security has been compromised. How else could Grievous have seized Onderon? The Jedi alone are not enough to maintain peace in the galaxy?This galaxy is gravitating towards war. We can either prepare for it and preserve the Republic, or we can sit here espousing our vaunted ideals as the Republic crumbles. It is in the interests of galactic security and stability that I move for a vote of no confidence in Chancellor Valorum?s leadership.

This causes a great stir in the assembly. A loud murmur crescendos into a roar of approval and jeers. CHANCELLOR VALORUM is stunned and stands speechless. His Vice Chair, MAS AMEDDA, takes over.

MAS AMEDDA

Order! We shall have order...

Things settle down a little.

ORGANA

Alderaan seconds the motion for a vote of no confidence in Chancellor Valorum.

MAS AMEDDA

The motion has been seconded by Bail Organa of Alderaan.

MAS AMEDDA turns to the confused VALORUM, and whispers something to him.

ORGANA

There must be no delays. The motion is on the floor and must be voted upon in this session.

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

ASSEMBLY

Vote now! Vote now! Vote now!

MAS AMEDDA

The Supreme Chancellor requests a recess. Tomorrow we will begin the vote.

51 EXT DXUN ? MANDALORIAN BASE CAMP ? NIGHT

The MANDALORIANS are being overwhelmed by the sheer magnitude of the CLONE ARMY. The focused attacks and guerrilla tactics of the MANDALORIAN WARRIORS incur massive clone trooper casualties, but it is merely a dent in their assault. A small group of warriors, including young BOBA FETT and their leader MANDALORE are surrounded and cornered in the hangar bay of the Base Camp.

MANDALORE

Pull back! Pull back!

MANDALORIAN #1

There?s too many of them!

MANDALORE

Stand your ground. Fight with the blood of your ancestors!

MANDALORIAN #2

Mandalore is in danger! Protect him at all costs!

The CLONE SOLDIERS concentrate their fire on MANDALORE, severely wounding him as he falls to the ground.

MANDALORE

ARGH!

BOBA FETT picks him up and drags him towards the hangar of the SLAVE ONE.

MANDALORE

Unhand me soldier! Leave me here?Let me die a warrior?s death!

BOBA FETT

(struggling to pull his weight)

I was ordered?to protect you?at all costs.

MANDALORE

And I order you to let me die!

BOBA FETT

I?m afraid I can?t do that, Mandalore.

BOBA FETT drags Mandalore aboard the SLAVE ONE. He commandeers the ship, using cannon fire to take out as many CLONE SOLDIERS as he can before he flies to safety. When he reaches deep space, he tends to the dying MANDALORE.

BOBA FETT

How are you holding up?

MANDALORE

I?m dying, Boba. I was too weak. I have failed my men.

BOBA FETT

No Mandalore, you fought well. You fought with honour.

MANDALORE

The others will not survive. They will fight well, but they will not survive. You?You are all that?s left of them, Boba. You must carry the honour of the Mandalorians. Take my armour.

BOBA FETT

But Mandalore ?

MANDALORE

I said, take it! You are Mandalore now. Listen, you must take me to the cloners on Kamino. Do not bury me, I do not deserve a warrior?s burial.

With the remainder of his strength, MANDALORE takes a sample of his own blood from his right arm.

MANDALORE

Through my own blood, the honour of the Mandalorians will be restored.

BOBA FETT

As you wish.

52 INT ONDERON ? IZIZ ? CLONING FACILITY

OBI-WAN, ANAKIN, and QUEEN AMIDALA slip through the factory corridors, looking for a way to severely cripple production.

AMIDALA

We have to put a stop to this.

ANAKIN

(sarcastically)

Oh, easy. And how exactly do you propose we do that, your Highness?

OBI-WAN

Hotwire it, Anakin.

ANAKIN

Hotwire what?!

OBI-WAN

I don?t know, something. You?re the mechanic, you work it out.

ANAKIN

A starship mechanic, that?s right. Not a ?cloning facility? mechanic.

OBI-WAN sighs in resignation and looks up at the control room above.

OBI-WAN

I?m going to take out the Control Room. You wait here and guard the Queen?And don?t do anything stupid.

ANAKIN

Sounds like you?re about to do enough of that for the both of us.

OBI-WAN sneaks through the aisles of the facility and stealthily climbs up the wall. Anakin hides behind a power-box and starts hotwiring the circuitry of the production line.

AMIDALA

I thought you couldn?t ?

ANAKIN

I can?t. But it?s worth a shot, isn?t it?

Skilfully evading REMOTE PATROL DROIDS? sensors, OBI-WAN climbs above the control room and lays face-down on the roof. He uses the Force to make a sound come from down the corridor.

CLONE GUARD #1

What was that?

CLONE GUARD #2

I don?t know. Let?s go and inspect the area.

OBI-WAN drops down, swings through the control room door and closes it behind him. Meanwhile, ANAKIN continues to hotwire the production line while the Queen keeps watch.

AMIDALA

There?s one coming this way?

ANAKIN

Keep your cool. Don?t panic.

AMIDALA

But he?s coming closer.

ANAKIN

Just hold on. I need a little more time.

AMIDALA

(snapping)

There is no time. He?ll see us for sure.

ANAKIN

Almost there?

AMIDALA

Can?t you work any faster?

ANAKIN

Almost there?

OBI-WAN pulls down the power levers in the Control Room.

AMIDALA

(frustrated)

That?s it!

ANAKIN

No, wait I?ve ?

AMIDALA shoots at the approaching CLONE GUARD.

ANAKIN

(continuing)

?Got it?

The entire factory blacks out as the production line comes to a SCREECHING halt. Silence fills the room.

ANAKIN

I?ve got a bad feeling about this.

ANAKIN grabs the Queen and jumps out of the way as a hail of blaster fire erupts in their general direction. The infa-red backup lighting turns on, the alarm sounds, and CLONE GUARDS come rushing back down the corridors, scouring the entire facility for intruders.

ANAKIN

(sarcastically)

Ah, great! Now the whole city will be looking for us?Nice shooting, your Highness. It?s a wonder you didn?t get us all killed.

AMIDALA

He was too close. They were bound to find us!

ANAKIN

Well, they?ve found us now.

OBI-WAN notices a panel of comlinks to other facilities before he leaves the control room.

OBI-WAN

More?

CLONE GUARDS

Open the blast door! Open the blast door!

As the CLONE GUARDS are blasting the door, Obi-wan brandishes his lightsaber, destroys the control panel, and pushes it through the opposing wall. He cuts a hole through the wall and flips downward, as blaster fire reflects off his lightsaber.

OBI-WAN

I think it?s time to leave.

ANAKIN

I agree, Master!

OBI-WAN, ANAKIN, and QUEEN AMIDALA run towards the elevator platform.

ANAKIN

Great. How are we supposed to get out of here when you shut down the elevator?

OBI-WAN

I shut down the elevator? Oh no, no, you shut down the elevator!

P.A. SYSTEM

Auxiliary systems, emergency power?activated.

They board the elevator quickly. OBI-WAN and ANAKIN use their lightsabers to deflect blaster-fire as it ascends.

53 EXT KAMINO ? CLONING FACILITY ? LANDING PLATFORM - NIGHT

BOBA FETT lands the SLAVE ONE. The hangar opens. He drags Mandalore?s body off the landing platform in the monsoon rain. He leaves his body at the facility entrance, with his arms folded over his chest, holding the vial of blood. He runs back to the SLAVE ONE, and flies away. A KAMINOAN walks outside, inspects the body, and then looks at the SLAVE ONE flying away. The KAMINOAN gestures another TWO KAMINOANS to carry the body away?

54 INT ONDERON ? IZIZ PALACE ? THRONE ROOM

GENERAL GRIEVOUS sits on the throne. His LIEUTENANT enters the room and salutes.

LIEUTENANT

One of our facilities was destroyed, milord.

GRIEVOUS

What do you mean, destroyed?!

LIEUTENANT

Two Jedi Knights infiltrated the facility, Sir. They have the Queen as well.

GRIEVOUS

(slamming his fist on the table)

Jedi! Damn them! Where have they taken her?!

LIEUTENANT

We don?t know, milord. We?ve found their transports in the forest and they haven?t returned to reclaim them.

GRIEVOUS

How difficult can it be to find two Jedi?! Put the other facilities on high alert, and double armoured personnel.

LIEUTENANT

Yes, milord.

GRIEVOUS

And find those Jedi! I don?t want excuses, I want results!

LIEUTENANT

(saluting)

Yes, milord!

The LIEUTENANT leaves the room. GRIEVOUS bows before the holotransmitter as the image of DARTH SIDIOUS appears.

GRIEVOUS

Lord Sidious, the Jedi are here. They?ve taken the Queen and destroyed a facility?

SIDIOUS

A minor setback. Continue troop production as planned. And let the Jedi go.

GRIEVOUS

Let the Jedi go?

SIDIOUS

Yes. I have plans for them.

GRIEVOUS

Very well, Lord Sidious.

55 EXT ONDERON ? IZIZ ? OUTER CITY LIMITS ? CANYON ? NIGHT

OBI-WAN strides through the canyon and hides behind a large rock formation. ANAKIN follows, leading QUEEN AMIDALA by the hand. They look over the rock at their starfighters, surrounded by SENTRIES of CLONE SOLDIERS.

ANAKIN

Great. Now how are we going to get out of here?

OBI-WAN

We?ll have to wait here until they leave.

ANAKIN

(sarcastically)

An excellent plan! No really, I like it. We?ll be out of here in no time.

CLONE SOLDIER

(into comlink)

?Acknowledged. They?re in the city centre. Let?s go!

The CLONE SOLDIERS run back into the city, leaving the starfighters unguarded.

AMIDALA

They?re leaving.

ANAKIN

What?!

OBI-WAN

I told you they would leave.

OBI-WAN gets into his starfighter. ANAKIN gives QUEEN AMIDALA a boost so that she can climb into his starfighter. TOWER CANNONS and CLONE SOLDIERS fire at them from behind as they leave the atmosphere?

56 EXT/INT SPACE ? JEDI STARFIGHTERS

OBI-WAN contacts YODA via holotransmitter. A HOLOGRAM of YODA appears.

OBI-WAN

Master Yoda, we are leaving Onderonian aerospace now. We have rescued the Queen, and gained important intelligence on Grievous? activities.

YODA

Well done, Obi-wan. What is Grievous up to?

OBI-WAN

We uncovered one of his underground cloning facilities and?disabled it.

YODA

?One of??!

OBI-WAN

Yes, there are others?

YODA looks very concerned.

Once they are satisfied that they?re out of danger, Anakin and Amidala get to know each other on the starfighter.

ANAKIN

(sighing)

I think we?re out of danger now. How are you doing back there, your Highness?

QUEEN AMIDALA gazes out the cockpit window at her home planet, shrinking into the distance. She is distracted, and is therefore not listening to Anakin.

ANAKIN

(in a sing-song voice)

Your Highness? Your High-ness?

AMIDALA

Will you stop calling me that?!

ANAKIN

(taken aback)

Woah, there! Calling you what?

AMIDALA

You know, ?your Highness??

ANAKIN

Oh! Sure?

ANAKIN gestures towards the Queen as if to extract a name from her.

AMIDALA

My name?s Padm?.

ANAKIN

Sooo...Padm?, what exactly does a woman in your position do all day, anyway? Not a lot I?d imagine?

PADM?

I?ll have you know I do a lot of important work!

ANAKIN

Like what?

PADM?

Like worry about my people, for one.

ANAKIN

That?s not work! We have to worry about the entire galaxy, all the time.

PADM? becomes sad again and looks out the cockpit window.

ANAKIN

I?m sorry. I know, it?s hard leaving your people behind; your loved ones? I?ve got to admit, though, you?re pretty mean with a blaster. You must?ve worked on that a little?

PADM? cracks a smile and her face brightens.

ANAKIN

Ah, there it is! Now, you did very well to avoid my question before?

PADM?

What question?

ANAKIN

What do you do all day, *apart* from worrying?

PADM?

Well, I meet with politicians to discuss pressing issues; I *tried* to keep a wanton militarist from blowing everyone up, and what?s more, I have to deal with troublesome Jedi!

ANAKIN

(pointing to himself with a quizzical look)

Troublesome Jedi?! It just so happens that this troublesome Jedi saved your life!

PADM? laughs but her mood saddens again as she dwells on her people?s suffering.

ANAKIN

The Jedi will set things right. You?ll see.

PADM?

I hope so.

PADM? leans over and pecks Anakin on the cheek.

PADM?

Thanks for rescuing me.

ANAKIN, a little stunned, puts his hand on his cheek where she kissed him.

ANAKIN

(slowly, in a daze)

Don?t mention it?

All of a sudden, the hull starts taking hits from cannon fire. BOBA FETT, recognising a JEDI STARFIGHTER, fires upon Anakin from the SLAVE ONE. The whole ship shakes.

ANAKIN

What the heck was that?!

PADM?

I knew it was too good to be true. They let us escape.

ANAKIN

Let?s not jump to conclusions just yet.

ANAKIN looks around and fiddles with his controls.

ANAKIN

(into comlink)

Obi-wan, come in. My hull is taking hits!

OBI-WAN

(into comlink)

Hang in there, Anakin, I?m making another pass?

ANAKIN pulls an impressive evasive manoeuvre to get out of the Slave One?s line of fire, while OBI-WAN doubles back and fires at its right wing.

OBI-WAN

(into comlink)

I got him!

The SLAVE ONE, smoking, spirals towards Tatooine.

ANAKIN

Are you all right, Padm??

PADM?

Yes.

ANAKIN

(into comlink)

Where?d that ship come from?

OBI-WAN

(into commlink, sounding puzzled)

I barely even saw it, but it looks as though it was coming from?Kamino?

57 EXT/INT SLAVE ONE ? TATOOINE ? DUNE SEA ? DAY

BOBA FETT stands up, pressing buttons and flicking switches as the siren BEEPS. The SLAVE ONE is hurtling towards the Dune Sea of Tatooine. BOBA FETT pulls down the joystick as hard as he can. The SLAVE ONE skims across the desert surface, shaking the ship and Boba?s body violently. Finally, the ship CRASHES and comes to a complete stop, leaving a pillar of dust and smoke in its wake.

58 EXT DXUN ? GRASSLANDS ? TWILIGHT

The JEDI KNIGHTS, led by SIFO-DYAS, run through the grasslands of Dxun, cutting through MANDALORIAN WARRIORS on the way. Blaster fire is erupting in the distance as the battle for Dxun continues. They keep running through the grasslands and stop in the middle of the clearing. In the distance they can see a monolith ? the tomb of Freedon Nadd.

SIFO-DYAS

This way!

JEDI KNIGHT

What is that?

SIFO-DYAS

Onward!

Assuming it?s an important military target, the JEDI KNIGHTS run on unquestioningly.

59 EXT CORUSCANT ? JEDI TEMPLE ? DOCKING BAY ? DAY

OBI-WAN, ANAKIN, and QUEEN AMIDALA arrive on Coruscant, where SENATOR PALPATINE is waiting to greet them.

PALPATINE

Your Highness, thank goodness you?re safe! It brings me such joy to see you. I only wish that we could have met under more fortunate circumstances?

AMIDALA

Thank you, Senator Palpatine. Has the Senate decided its course of action to deal with Grievous? treachery?

PALPATINE

Unfortunately not. Chancellor Valorum deliberated on the issue for quite some time, until a vote of no confidence forced his resignation. Tomorrow, the Senate will vote for a new Chancellor; a strong Chancellor.

AMIDALA

Who are the candidates?

PALPATINE

There?s Bail Organa from Alderaan, Mon Mothma from Chandrilla, and?me.

AMIDALA

I hope for our sake that this change is favourable.

PALPATINE

If I am voted Supreme Chancellor, I will ensure that Onderon is liberated and Grievous brought to justice, you have my word?and these must be your Jedi rescuers! Thank you sooo much for returning her safely, Master?

OBI-WAN

(bowing)

Kenobi, Obi-wan Kenobi.

PALPATINE

(bowing)

Master Kenobi, pleased to meet you. And who is your dashing young apprentice here?

ANAKIN

(shaking Palpatine?s hand)

The name?s Anakin Skywalker. Pleased to meet you, Senator.

PALPATINE

Skywalker?I shall remember that name. Anakin, I see big things in your future. You must have a fine master.

ANAKIN

Oh, I do ?

OBI-WAN

(taking Anakin aside, as if in a hurry)

Thank you, Senator. If you?ll excuse us, we must debrief the Council on our mission.

ANAKIN

(looking back, almost restrained by Obi-wan, waving)

Farewell, Senator. Goodbye, Padm?!

PADM?

(smiling and waving back)

Bye, Anakin! Thank you!

60 EXT DXUN ? THE TOMB OF FREEDON NADD

The JEDI KNIGHTS run up the stairs to the entrance of the tomb.

JEDI KNIGHT #1

I feel a great power coming from within these walls.

JEDI KNIGHT #2

I do too?What is this place?

SIFO-DYAS

It?s a tomb?

SIFO-DYAS opens the entrance. It?s extremely dark inside. The JEDI KNIGHTS enter cautiously with a sense of awe?

61 EXT/INT TATOOINE ? DUNE SEA ? SLAVE ONE ? DAY

BOBA FETT regains consciousness lying on the deck of his ship. He hobbles towards the loading ramp, where the wind is WHISTLING and sand is blowing around. He walks outside and immediately notices the sand dunes surrounding him. He hears a strange, savage ROAR. When his vision un-blurs, he sees a whole TRIBE of TUSKEN RAIDERS surrounding him, raising their gaffi sticks above their heads. BOBA immediately springs into action, performing an army roll and shooting one of them with his blaster. A RAIDER strikes on either side of him as he rolls sideways in the opposite direction. BOBA fires a grappling hook at him, which coils around him, then swings him like an olympic hammer, knocking over other Sand-People. He activates his rocket pack to lunge at the leader and tackles him to the ground. He promptly knocks him out with his wrist blade. An entire tribe of sand-people lie scattered at his feet. A deep, evil LAUGH erupts from over the sand dunes as JABBA THE HUTT, accompanied by his GAMORREAN GUARD, hovers towards him.

JABBA

(in Huttese)

This Mandalorian is my kind of scum. Fearless and inventive?

JABBA laughs again as BOBA stands there, dazed, surprised to see the large, slug-like creature.

62 INT CORUSCANT ? GALACTIC SENATE

The SENATORS babble loudly amongst themselves while the vote for the new Supreme Chancellor is being counted. A PROBE DROID flies over to MAS AMEDDA to inform him of the result.

MAS AMEDDA

Order! Order!

The Senate quietens.

MAS AMEDDA

The vote has been counted, and the new Supreme Chancellor, by an overwhelming majority is?Senator Palpatine of Onderon.

PALPATINE rises to receive a THUNDROUS applause.

PALPATINE

Thank you, my fellow Senators, for your support. I will endeavour in all matters to govern and serve this glorious Republic with integrity and resolve, and to uphold its values of democracy and freedom for the galaxy. I want my leadership to be characterised by compassion and pro-activity, not by apathy and inaction?And so it is with great pride that I issue my first motion, to increase the Republic?s military expenditure, and our military presence on our borders, for a safer and stronger Republic!

The SENATORS rise to give Palpatine a standing ovation, as the applause crescendos to a ROAR.

63 EXT DXUN ? MANDALORIAN BASE CAMP ? LATE AFTERNOON

The Mandalorian Base Camp is a smouldering ruin, the bodies of its warriors strewn across it. The CLONE ARMY marches across the ruins and comes to a halt. GENERAL GRIEVOUS stands before them with his arms crossed and his cape flowing in the breeze.

64 INT CORUSCANT ? JEDI TEMPLE ? COUNCIL CHAMBERS ? NIGHT

YODA, MACE WINDU, OBI-WAN and ANAKIN stand in front of the window, gazing out at the stars.

MACE

So Sifo-Dyas went against our wishes.

YODA

And took a group of Jedi with him.

MACE

Grievous? coup; the attack on Dxun; the Republic crumbling. We?ve got trouble on our hands.

YODA

The dark side I sense in all this. More to it there must be.

MACE

We can only hope you?re mistaken.

ANAKIN

What now, master?

OBI-WAN

(smiling)

Now we continue with your training.

ANAKIN

I was afraid you?d say that.

OBI-WAN places his hand on Anakin?s shoulder.

DISSOLVE TO

65 EXT SPACE

END CREDITS FADE IN AND OUT OVER BACKGROUND

THE END

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