So after watching The Phantom Menace, I was a bit disappointed and decided to write my own Episode II script. Thought it'd be fun, I'd never written action/sci-fi pieces; I tend to stay in comedyland. Anyway, I hope you enjoy it...

EXT. SPACE (FX)
TITLE CARD: A long time ago in a galaxy far, far away…

A vast sea of stars serves as the backdrop for the main title, followed by a roll-up, which crawls into infinity.

EPISODE II: A SECRET ALLEGIANCE

The galaxy has enjoyed ten years of peace and growth. To end the trade disputes that had erupted in the Battle of Naboo, Chancellor Palpatine led the Senate in overtaking all galactic trading.

But tensions are rising. Renegades from the barren planet of Concord Dawn have staged terrorist raids on the trade lanes, hoping to wrestle control away from the Republic.

To protect the trade freighters, Chancellor Palpatine has assigned the Jedi Knights, the galaxy's guardians of peace and justice, to accompany the vessels on their journey between worlds…

PAN DOWN to reveal a large cargo space ship flying away from the tiny planet of Naboo. The cargo ship is surrounded by smaller, yellow Naboo starfighters.

INT. NABOO CARGO SHIP - THRONE ROOM

BOSS NASS, heavy-set leader of the Gungans, sits on a raised throne, surrounded by GUNGAN OFFICIALS on lower chairs. Behind BOSS NASS, two tall JEDI KNIGHTS stand in their traditional Jedi Robes.

BOSS NASS: General Binks, coonect mesa with Queen Amidala und Bail Organa of Alderaan.

JAR JAR BINKS seated at a small control panel swivels in his seat to see BOSS NASS.

JAR JAR: Okiday, Mister Boss man.

Two giant view screens fill with images of an older QUEEN AMIDALA, wearing her elaborate headdress and robes and BAIL ORGANA, a thirty-five year old man with simple blue robes.

BAIL ORGANA: Queen Amidala. I've got to thank you, you guys are really saving us here.

AMIDALA: There is no need for thanks. We hope this shipment of food and supplies can help your planet through these trying times.

BAIL ORGANA: It is a blessing cause we're desperate. These Mandalorian commandos from Concord Dawn have sabotaged all the trade freighters bound for Alderaan, stealing food meant for our system. If they were to find out about this shipment, you'd be in serious danger.

BOSS NASS: Wesa not afraid of them, mackineeks.

AMIDALA: Governor Nass and his Gungan dignitaries are my ambassadors for peace traveling with the shipment. For protection, Supreme Chancellor Palpatine has assigned two Jedi Knights to accompany the freighter.

Removing the hood from his head the Jedi Master, MACE WINDU, smiles into the view screen.

MACE WINDU: We are here to serve and protect this vessel.

The second Jedi, KRILL KRAWL, removes his hood as well. KRILL KRAWL is twenty-five, an extremely tall muscular young man with piercing blue eyes. He shuffles in his stance next to MACE.

BAIL ORGANA: Everyone here in Alderaan is looking forward to your arrival.

BAIL ORGANA fades off, and that view screen goes black.

AMIDALA: I didn't want to brag about our other secret weapon… Hi, Jar Jar.

JAR JAR twists nervously in his seat.

JAR JAR: Yousa two kind, mesa no weapon.

AMIDALA: Good luck and speed on your mission, Governor Nass. You will soon be as big a hero to the people of Alderaan as you are to the people of Naboo.

The QUEEN fades off and the view screen is replaced with the image of RIC OLIE and a young co-pilot, JAROD in the cockpit.

RIC OLIE: Our calculations have been made, Governor Nass. We are ready to jump to lightspeed.

BOSS NASS: Letsa go!

EXT. SPACE ABOVE NABOO (FX)

The Naboo ships bursts into lightspeed. Pulling back the view, reveals a sinister Sith spacecraft.

INT. SITH SPACECRAFT - COCKPIT

A green-scaled alien Sith Lord, DARTH DUTO, draped in dark cloaks, switches on a communicator.

DUTO: Darth Ono, the freighter from Naboo has just left.

EXT. SPACE - MANDALORIAN BLOCKADE

Single-manned, decrepit spacecrafts fly in a maze of patterns across open space. A larger HAWK warship opens its cargo hold, and dumps a giant mass of debris: twisted metal, starship parts, and junk into space.

INT. HAWK WARSHIP - BRIDGE

The ugly, gray-skinned humanoid captain, LORD MANDALORE stands above two MANDALORIAN PILOTS. (All three aliens wear battle armor similar to Boba Fett - no helmets and all white in color)). At the controls of a communicator, a second green-scaled alien Sith Lord, DARTH ONO.

ONO: (into the comlink) Proceed into hyperspace, and meet us here.

DUTO: (over the comlink) I'm on my way.

LORD MANDALORE turns to DARTH ONO.

MANDALORE: The shipping lane is blocked. If the Naboo freighter doesn't stop-

ONO: They will stop. The Jedi on board will sense the danger, and bring the ship out of lightspeed.

MANDALORE: They had better. My people need the food and supplies on that freighter.

ONO: Everything is going according to Lord Sidious' plan. Trust us.

INT. NABOO CARGO SHIP - HALLWAY

MACE and KRILL walk down a hall toward the cockpit.

KRILL KRAWL: I should be back on Coruscant. I am just as ready for the trials as Padawan Skywalker is.

MACE WINDU: Don't allow jealousy to take over your feelings. Your time shall come. You're a good padawan learner, Krill Krawl. And you'll make a fine Jedi, one day. You simply need to control-

MACE staggers in his step, leaning against a wall. In pain.

KRILL KRAWL: What is it, master?

MACE WINDU: I sense a great disturbance in the force. We must stop the ships at once.

MACE and KRILL race down the hallway.

INT. NABOO CARGO SHIP - COCKPIT

MACE and KRILL rush into the cockpit, where RIC OLIE and JAROD pilot the controls.

MACE WINDU: Pull the ships out of lightspeed. Now!!!

JAROD: What?

RIC OLIE: I can't contact the other ships while in hyperspace. What's going-

MACE raises his hand toward the thruster and uses the Force to pull the lever back. Suddenly, the Naboo cargo freighter jerks in a hard brake. They struggle to stay upright.

INT. NABOO CARGO SHIP - THRONE ROOM

BOSS NASS and the other GUNGANS are tossed forward from the shock.

INT. NABOO CARGO SHIP - COCKPIT

RIC OLIE grabs hold of a communicator.

RIC OLIE: Bravo squads pull out of lightspeed. Repeat. Pull out of light speed!

INT. N-1 FIGHTER - COCKPIT

A PILOT pulls back on his controls. As the ship slows, his view forms quickly. Right in front of his ship, he sees the debris.

PILOT: Ah!!!

EXT. SPACE - MANDALORIAN BLOCKADE

The Naboo N-1 fighter can not slow down soon enough. The ship slams into the debris and EXPLODES into a million pieces. Other N-1 fighters jump out of lightspeed only to crash into the junk. All of the Naboo N-1 fighters are quickly destroyed. The Naboo cargo freighter manages to stop right before smashing into the wreckage.

INT. NABOO CARGO SHIP - COCKPIT

RIC OLIE and JAROD fight for control of the large ship.

RIC OLIE: (to Mace Windu) You were right. If we had not stopped-- We would have driven through this roadblock at lightspeed and been totally disintegrated. Our fighters. They're dead.

JAROD: I'll open fire on this debris and clear the trade lane.

MACE raises a hand to stop the co-pilot.

MACE WINDU: No! I sense great danger.

KRILL KRAWL: I sense it too, master. It's a trap.

MACE WINDU: (to the pilots) Find an escape route out of here quick. We must check on the others.

INT. NABOO CARGO SHIP - HALLWAY

MACE and KRILL rush toward the throne room.

KRILL KRAWL: How could the Mandalorians have known about this shipment, master? It was a secret!

MACE WINDU: I'm not sure. We must get the Gungans to the escape pods.

INT. NABOO CARGO SHIP - THRONE ROOM

BOSS NASS stirs anxiously on his throne. MACE and KRILL enter the room.

JAR JAR: (to himself) Me no feel good aboot this.

BOSS NASS: (to Mace and Krill) What happening here? Why we ook-sit lightspeed?

MACE WINDU: I believe we are under surprise attack. If you would follow me to an escape pod.

Suddenly, the room is rocked with an explosive force.

INT. NABOO CARGO SHIP - COCKPIT

The PILOTS switch the blaster shields on.

JAROD: Mandalorian fighters. Hundreds of them.

RIC grabs an intercom.

RIC OLIE: Crew to battle stations. We are under attack.

EXT. SPACE - MANDALORIAN BLOCKADE

Several Mandalorian fighters blast away at the large cargo freighter. The large HAWK warship drives right into the side of the freighter, puncturing the hull.

INT. NABOO CARGO SHIP - HALLWAY

MACE and KRILL lead the GUNGANS down the hall, struggling to keep balance from the massive jolts. Ahead in the corridor, a squad of MANDALORIAN WARRIORS, armed with blasters, fights their way on to the freighter. Shooting away at the NABOO CREW.
LORD MANDALORE leads the troops. He signals to four of his SOLDIERS.

MANDALORE: Secure the cargo hold. Set phasers for kill. We have no need for prisoners.

The two reptilian Sith Lords, ONO and DUTO, hover over MANDALORE's shoulder. MANDALORE turns to the SITH and smiles.

MANDALORE: The Jedi are all yours.

INT. NABOO CARGO SHIP - ESCAPE POD HALLWAY

MACE and KRILL shuttle the GUNGANS into an escape pod. After the last Gungan, JAR JAR, enters the pod, MACE begins to shut the hatch.

JAR JAR: What about yousa dudes?

MACE WINDU: We're staying behind to defend the ship.

JAR JAR: Oh, yousa dudes bomb-bad. Mesa too.

JAR JAR jumps out of the escape pod, back into the hallway. He slams the escape pod hatch shut.

BOSS NASS: Binks! What yousa doing?!

JAR JAR: These mackineeks can't take the munchines. The people of Alderaan needin it.

MACE smiles and sends the escape pod off into space.

MACE WINDU: (to JAR JAR) Find a pilot and get to the cargo hold. The hold is an external ship itself. Blast off into lightspeed and escape with the food.

JAR JAR: Okiday!

JAR JAR runs back down the hallway. MACE watches him, not noticing a deadly lightblade being raised behind him. At the last second, MACE ducks and rolls to the floor as the lightblade smashes the wall above his head. MACE ignites his lightsaber.

KRILL KRAWL: Master, look out!

Holding a small lightblade in each hand, ONO attacks with a furious intensity. KRILL KRAWL ignites his own lightsaber and moves in to defend his master, when DUTO appears with his own set of deadly lightblades. MACE battles ONO, while KRILL fights with DUTO.

INT. NABOO CARGO SHIP - HALLWAY

JAR JAR dashes between the laser blasts. He dives into a doorway, where RIC OLIE and JAROD hide. RIC fires his blasters at the advancing MANDALORIAN TROOPS.

JAR JAR: Wesa gotta save the muchines. Thosa people dependa on it.

RIC OLIE: The cargo hold. We'll have to fight to it.

After a round of blaster fire smashes against the doorway, RIC and JAROD return some fire and make their way down the hallway.

INT. NABOO CARGO SHIP - ESCAPE POD HALLWAY

The combat between the two JEDI and two SITH rages on, with KRILL KRAWL stumbling backward in his battle with DUTO. The SITH LORD slashes KRILL's lightsaber in half. MACE begins an assault on both SITH LORDS by himself.

MACE WINDU: Run, Krill.

DUTO extends a hand outward and uses the Force to lift KRILL KRAWL off the floor. The defenseless padawan panics.

KRILL KRAWL: Ah, help me!!!

MACE knocks ONO back, and rushes toward DUTO. But ONO is not down long, and throws a lightblade that stabs into MACE's back. MACE WINDU stops in his tracks, staggering down against a wall.
The SITH laugh with their victory.

EXT. SPACE - MANDALORIAN BLOCKADE

The escape pod carrying the GUNGANS flies slowly away, then stops, and floats toward the HAWK warship.

INT. ESCAPE POD

BOSS NASS: Wesa caught in une tractor beam.

INT. NABOO CARGO SHIP - CARGO HOLD - COCKPIT

RIC OLIE and JAROD step inside a small cockpit. The 'ship' is the simple box-shaped craft. The two PILOTS franticly throw switches and controls.

From out of nowhere, an armed MANDALORIAN SOLDIER appears. The MANDALORIAN fires a blaster; hitting RIC OLIE's shoulder. RIC crumbles to the ground in pain.

JAROD raises his blaster to kill the SOLDIER, when JAR JAR swings a large metal bar down on the SOLDIER'S head. The MANDALORIAN drops to the floor.

JAR JAR: No problemo.

INT. NABOO CARGO SHIP - ESCAPE POD HALLWAY

MACE WINDU lies on the floor in pain. KRILL sees his chance, and uses the force to pull MACE's lightsaber toward him. But ONO sees this as well, and soon, there is a struggle in the air, as the lightsaber is pulled in different directions. ONO extends both hands and over powers poor KRILL. The lightsaber dances calmly into ONO's hand.

Injured MACE WINDU fights to breathe. ONO grabs MACE by the throat and lifts him into the air.

ONO: Where is the padawan Anakin Skywalker?

MACE WINDU: Never. Never.

ONO smiles, and turns his attention to KRILL, who's still held three feet off the floor by DUTO.

ONO: You'll tell me. Your thoughts betray you. You're jealous of Anakin. His strength puts yours to shame. Tell me where padawan Skywalker is, or your master dies.

MACE WINDU: Don't do it, Krill. They'll kill us both, but there may be time. Time to become one with the Force.

ONO: This is a trade freighter from Naboo. Logic suggest Anakin Skywalker would be here. Where is he?

ONO crushes MACE's throat and drops the dead body to the floor. ONO removes his lightblade from MACE's back.

KRILL KRAWL: Anakin's on Coruscant. At the Temple. They pulled him back to take the Jedi trials. Please, don't kill me.

DUTO releases KRILL, who falls pitifully to his knees.

ONO: Why would we waste our powers on you?

With a devilish smile, ONO tosses MACE WINDU's lightsaber on the floor near KRILL KRAWL. The two SITH LORDS exit in a flash.

INT. NABOO CARGO SHIP - CARGO HOLD - COCKPIT

JAR JAR tends to RIC OLIE's wounds as JAROD closes the hatch.

JAR JAR: Yousa be okiday.

RIC OLIE: As soon as you release the hold from the freighter, get us into lightspeed.

JAROD: Entering lightspeed without calculations, we could-

RIC OLIE: We've got to save the food.

Suddenly, the door rings with a clang. JAROD opens the hatch, revealing a weakened KRILL KRAWL. KRILL staggers in.

KRILL KRAWL: Take off, quickly.

The hatch slams down, and JAROD pilots the hold away from the freighter.

EXT. SPACE - MANDALORIAN BLOCKADE

The slow-moving hold drops away from freighter and begins a sharp turn. The single-manned Mandalorian fighters blast the hold.

INT. NABOO CARGO SHIP - CARGO HOLD - COCKPIT

JAROD: We can't turn quickly enough. This hold doesn't have a deflector shield. Let's give them the supplies, that's what they want.

Filled with rage, KRILL KRAWL grabs a control and thrusts the hold downward.

EXT. SPACE - MANDALORIAN BLOCKADE

With a sharp turn, the Hold escapes heavy fire and moves away from the freighter.

INT. NABOO CARGO SHIP - CARGO HOLD - COCKPIT

JAR JAR: Wesa clear.

KRILL KRAWL throws down a thruster.

KRILL KRAWL: Hold on.

EXT. SPACE - MANDALORIAN BLOCKADE

The Hold blasts away into lightspeed.

INT. NABOO CARGO SHIP - THRONE ROOM

A furious LORD MANDALORE watches the developments through a window. The SITH LORDS stand behind him. A MANDALORIAN SCOUT steps up to MANDALORE:

SCOUT: They escaped with the supplies, Lord Mandalore!

MANDALORE: I know. (glaring over his shoulder at ONO and DUTO) Probably while some were busy playing with the Jedi. I will have to contact Lord Sidious, personally.

INT. NABOO CARGO SHIP - CARGO HOLD - COCKPIT

KRILL KRAWL pulls the Hold from lightspeed. They have survived. JAR JAR dances with his arms in the air.

JAR JAR: Woo hoo. Wesa deed it.

RIC OLIE: What of the escape pod? With Governor Nass and the Gungans?

Looking to the floor, JAROD shakes his head.

JAR JAR: What yousa dudes talking aboot? Da boss man…

The sad GUNGAN drops his head. While alone in a corner of the cockpit, KRILL KRAWL sulks.

KRILL KRAWL: Skywalker…

EXT. TEMPLE OF THE JEDI - DAY

Establishing shot of the tall spire of the Jedi Temple on Coruscant.

INT. TEMPLE OF THE JEDI - TRAINING GROUND

In a large, dark cavern, filled with vines and ropes and metal columns covered with moss, ANAKIN SKYWALKER performs a series of incredible stunts: multiple rolls along the ground, triple flips through the air, 20-foot jumps, controlling several canisters in the air at once with the Force. OBI-WAN KENOBI, YODA, and the JEDI COUNCIL watch Anakin perform the difficult maneuvers.

As ANAKIN lowers the canisters, OBI-WAN ignites his own lightsaber and attacks ANAKIN from behind. But ANI is swift, stopping OBI-WAN's blade and pushing it back. The two WARRIORS battle with furious intensity, yet both are smiling. Each warrior has a moment of gaining control only to lose it to his opponent. The battle is a stalemate when YODA stops them. The two COMBATANTS look surprised as YODA staggers backward in pain.

OBI-WAN: Master Yoda, what's wrong?

YODA: Mace Windu. Something has happened. Something terrible.

OBI-WAN: Are you sure? I can't feel a thing.

Remaining silent, ANAKIN turns off his lightsaber. The JEDI COUNCIL bow their heads. Closing his eyes, OBI-WAN reaches out through the Force. He comprehends MACE WINDU's death. OBI-WAN begins to cry.

KI-ADI: We must convene in the council chamber.

ANAKIN: With much respect, Master Yoda, I must know: Have I passed the trials?

Shaking his head, YODA points a finger toward ANAKIN.

YODA: Begun the trials, you have not.

Moving his hand, YODA points in the direction of the far wall of the training grounds; toward an aged stone crypt. The crypt is covered in moss and vines. The MEMBERS of the Jedi Council look on, somberly. ANAKIN holds his lightsaber tight, and moves toward the tomb.

ANAKIN: The crypt. I can feel something… something inside it.

YODA: Your lightsaber. You will not need it in there.

ANAKIN turns off his saber and hands it to OBI-WAN.

ANAKIN: What's in there? It's cold.

OBI-WAN: Only what you bring with you.

Cautiously, ANAKIN heads to the crypt. YODA lets out a sigh.

INT. TEMPLE OF THE JEDI - SACRED CRYPT - HALLWAY

Across the dark crypt wall, ANAKIN examines bizarre hieroglyphs. A light flares deeper in the crypt. ANI ventures down a stairwell.

INT. TEMPLE OF THE JEDI - SACRED CRYPT - TOMB

ANAKIN journeys into the dark tomb. Across the room, a vision of his mother, SHMI, appears.

Suddenly, lurking behind SHMI, ANI sees a DARK FIGURE wielding a red lightsaber. The DARK FIGURE raises his blade and swings it toward SHMI. ANAKIN rushes to save his MOTHER.

Throwing himself against the ASSAILANT, ANI grabs the saber from the DARK FIGURE's hands. ANAKIN stabs the blade in all directions trying to strike down the DARK ASSAILANT. On one furious back swing, the lightsaber catches his MOTHER's chest. ANI turns around to see that he's struck his own MOTHER down. ANI drops to his knees by the body of SHMI. The ASSAILANT hovers over ANAKIN's shoulder.

In a primal rage, ANAKIN swings his saber, knocking the DARK FIGURE to the ground. The FIGURE raises his hands to show that he has no weapon. With primal rage, ANI stabs the FIGURE repeatedly. A light catches ANAKIN's eye. He can see the face of the DARK ASSAILANT. It is his own.

INT. TEMPLE OF THE JEDI - TRAINING GROUND

OBI-WAN sighs. The COUNCIL MEMBERS turn to exit, save YODA.

OBI-WAN: Yoda, I take responsibility. It was my confidence that rushed Anakin to these trials. My training has not prepared him to handle his fear of losing his mother. I shall concentrate better on his fears. Anakin will pass the trials.

YODA: Dangerous, the boy is. Closely, shall we watch, Obi-Wan. Closely.

EXT. GALACTIC SENATE BUILDING - STEPS - DAY

On the steps to the distinctive domed building, CHANCELLOR PALPATINE stands front and center before a large CROWD of human and alien leaders. His top aides, TARKIN, a forty-year old man and EOYE, a Gran aide, flank him.

PALPATINE: I generously thank my esteemed colleges in the Senate for re-electing me to my third term as Supreme Chancellor. Over the last session, we made great strides. Government-controlled trade has brought in record revenue. And with that revenue, we have improved the infrastructure between systems. Built larger and better spaceports. We've experience continued growth in systems joining our Republic. And I pledge to continue expansion. I've recently named my aide Bail Tarkin, Governor of the Outer Rim. With his leadership, our progress shall reach even the most remote planet in the galaxy.

The CROWD roars with approval. PALPATINE steps down from his perch, and is immediately grabbed by BAIL ORGANA of Alderaan.

BAIL ORGANA: Chancellor Palpatine. I request your presence immediately. We've got trouble.

INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

In lush, extravagant private quarters, Palpatine sits behind a massive desk. BAIL ORGANA, PANAKA, RIC OLIE, JAROD, and JAR JAR stand before him.

BAIL ORGANA: A Mandalorian battleship attacked a Naboo trade freighter, which was carrying aide meant for my system of Alderaan.

PALPATINE: Impossible. I have Jedi Knights protecting the trade freighters and lanes.

RIC OLIE: A Jedi Knight was killed. Another seriously injured. We managed to escape with the shipment and our lives.

PANAKA: Some Gungan dignitaries might not have been so lucky.

JAR JAR: They been kid-nappolze.

RIC OLIE: Or they may have been killed.

PALPATINE: So you're saying that not even Jedi Knights can protect us from these invaders from Concord Dawn. This is troubling news. Very troubling news.

PANAKA: What of the Gungans? As the new senator from Naboo, their safety is my responsibility. We must send Jedi Knights to discover what became of them.

PALPATINE: And from where will these Jedi come from, Senator Panaka? The Republic needs all of the available Jedi Knights to protect the trade lanes. I can not pull the Jedi off without leaving more freighters vulnerable to further attacks.

BAIL ORGANA: Look, these Gungans are in a bind. You better take the issue to the Senate.

PALPATINE: The Senate will not approve opening our trade lanes to attack. No, we need an outside force.

PANAKA: The Gungans risked their lives for the Naboo. If we must, we will form an army to repay that honor. With added Gungan support-

JAR JAR: Gungans no stand for pasting. Wesa warriors.

BAIL ORGANA: The aide was meant for my planet. Because these pilots made it to Alderaan, several lives were saved. Alderaan has a small but strong army. We'll make it available to the Republic. With these two forces…

JAROD: Who would lead these armies?

PALPATINE: I would suggest my aide, Governor Tarkin. He's lead men before, as a general in the skirmishes off Mar Booda.

BAIL ORGANA: Tarkin is a great guy, strong leader, but to drop an army into one man's hands, I don't know, it could be a dangerous proposition.

PALPATINE: You have a preferable alternative.

ORGANA: Yes, I do Chancellor. Yes, I do.

EXT. CONCORD DAWN - MANDALORIAN FORT - DAY

Establishing shot of a desolate planet of red rock and billowing steam. Built into the side of a rocky cliff, the Mandalorian fort glows in yellow light.

INT. MANDALORIAN FORT - PRISION

Two GUARDS march in front of a holding cell, where BOSS NASS and the GUNGANS are locked away behind electronic beams.

INT. CONCORD DAWN FORT - CONFERENCE ROOM

LORD MANDALORE sits with the two SITH LORDS. A hologram appears of DARTH SIDIOUS, a robed figure whose face is obscured by a hood.

SIDIOUS: Lord Mandalore, I congratulate you on a successful mission.

MANDALORE: Successful is not the word I would use, Lord Sidious. The Naboo escaped with the shipment. Your slithering Sith lords seem to have put little effort into our securing the cargo. We needed that shipment for this planet. Concord Dawn's air is polluted; this planet has become uninhabitable.

SIDIOUS: The mission was a success for reasons that you can not begin to comprehend. Soon, Alderaan will be without its protective army. Your forces will have no trouble taking over the bountiful system.

MANDALORE: Dare not betray us, Darth Sidious. You will find we are neither as weak nor as stupid as the Neimoidian Trade Federation.

The two snake-like SITH LORDS move to a more threatening position around MANDALORE, who is not worried in the slightest.

SIDIOUS: Do you think I even worry about your concerns, Lord Mandalore? In a short time, I will have the entire universe under my control. You would do wise to remember that.

INT. TEMPLE OF THE JEDI - ANAKIN'S CHAMBER

ANAKIN lies on his bed, staring up at the ceiling. OBI-WAN enters with a cup, and offers it to ANAKIN.

OBI-WAN: Your failure today was my fault, Anakin. I'm afraid I haven't measured up to be a great teacher, like Master Yoda or Qui-Gon. You've just got to remove the fear of losing your mother from your mind. You'll never pass the trials until you do.

ANAKIN: I had a vision of my mother. She is in pain. I have been having them more frequently. If I do not return to Tatooine and free her… she will die.

OBI-WAN: Her future is cloudy. There's nothing you can do to help her until you become a Jedi Knight. And you will become a Jedi, Anakin. Having said that, I must tell you that Yoda has just put more restrictions on your training. You are not to leave the Jedi Temple until your training is complete.

ANAKIN: I must go to my mother! I've waited all these years! You promised me that we could rescue her after the trials!

OBI-WAN: After you passed the trials. Pass the trials and you'll have completed your training. Leaving before your training is complete could jeopardize your life as well as hers.

ANAKIN: Don't you have a family, Obi-Wan? A mother!

OBI-WAN: You're the lucky one, Ani. I have not even a single memory of my mother. I was taken away at such an early age to begin my training… (reflecting back) I can picture a room. It was my bedroom, I believe. A baby's cry every night would set me to sleep. Was my younger brother? Owen, I believe his name was. I really can't recall. But his cry, and that room, I'll never forget. Of course, I suppose it wasn't even me back in that room.

ANAKIN: Wasn't you?

OBI-WAN: Back then, I was called by my birth name: Ben. I was simply Ben Kenobi. Obi-Wan was my anointed padawan name. You were discovered at such a late age that the council decided not to re-name you. I can't remember my family. Maybe Ben Kenobi can. So as you can see, from a certain point of view, it wasn't me, was it?

ANAKIN: I can remember my mother. I can feel her.

OBI-WAN: Everyone gets a second chance at the trials, Anakin. Next time, your mind will be free of fear.

A comlink on OBI-WAN's belt buzzes. OBI-WAN picks it up. KI-ADI-MUNDI's voice rings out.

KI-ADI: Obi-Wan.

OBI-WAN: Yes?

KI-ADI: There is to be a meeting in the council room, bring Anakin.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBER - SUNSET

KRILL KRAWL stands in front of the JEDI COUNCIL. OBI-WAN and ANAKIN stand behind YODA's seat. Both OBI-WAN and ANAKIN notice the empty chair on the opposite of YODA: MACE WINDU'S.

KI-ADI: Speak, padawan Krill Krawl.

KRILL KRAWL: My master, Mace Windu, has been murdered. Killed during an attack by two Sith Lords. I was defenseless against them. Mace lost his life trying to protect me. They attacked a Naboo trade freighter we were assigned to protect.

OBI-WAN: Naboo?

KRILL KRAWL: During the attack several Gungans from Naboo disappeared. It's possible they were kidnapped. Or they were killed.

ANAKIN opens his mind. He can see what has happened.

ANAKIN: Boss Nass. They've kidnapped Boss Nass and the Gungans!

YODA: Finish your story, Krill Krawl. Reveal what else you know.

KRILL shuffles in his stance.

KRILL KRAWL: There's nothing else, Master Yoda.

YODA: Holding back. See through you, we can.

OBI-WAN focuses on KRILL KRAWL. He comprehends.

OBI-WAN: Anakin? The Sith Lords asked about Anakin.

KRILL KRAWL: They just wanted to know where he was. They are looking for him. I did not want to mention this in front of the council, on padawan Anakin's behalf.

YODA: Understand, we do. Fear from losing Mace Windu, clouded your judgment it has. Died for you, he did. Protecting a padawan, a Jedi's greatest honor.

KI-ADI: Forces from Naboo and Alderaan are forming an army to rescue the Gungan dignitaries. Bail Organa requested Chancellor Palpatine place this army under the guidance of the Jedi Council. We must prepare to leave for Concord Dawn.

ANAKIN: I must go with you. Boss Nass is my friend. The Sith are after me, and they are using the Gungans to get to me.

YODA: Go, you will not. More training, you require.

ANAKIN: That's not fair! Obi-Wan, tell him that's not fair.

OBI-WAN: Master Yoda, Boss Nass is my friend as well. Anakin and I feel a responsibility to save him.

YODA: Stay you must, Obi-Wan, and train your padawan.

OBI-WAN: But Master Yoda-

YODA: Question not. Needs you, Anakin does, especially now.

KRILL KRAWL: What of me, Master Yoda? My teacher, Mace Windu was killed.

OBI-WAN: I should take Krill Krawl as an apprentice. I too have experienced the pain of watching my master struck down by a Sith.

YODA: An apprentice, you have, Obi-Wan. Impossible, to take on a second.

OBI-WAN: Yoda, please, I can relate to Krill better than any other Jedi. I have defeated a Sith Lord. If Krill was to join the forces in a battle on Concord Dawn, he should do so with me at his side. If you are convinced Anakin should stay, then you should be his trainer.

YODA: Fine. I shall stay.

KI-ADI: So it shall be. Krill Krawl is the new padawan learner to Obi-Wan Kenobi.

ANAKIN: Obi-Wan can go, but not me? That's not fair!

ANAKIN storms out of the council chamber. OBI-WAN walks to KRILL KRAWL and places an arm around the young padawan.

INT. PALPATINE'S CHAMBER - LIVING AREA - NIGHT

PALPATINE sits behind his desk, as a hologram of QUEEN AMIDALA shimmers in front of him.

AMIDALA: Chancellor Palpatine, I am gracious that you made time for me, with your busy schedule.

PALPATINE: Your majesty, I am always available to an old friend. Especially one in crisis.

AMIDALA: I am facing a difficult decision. We have built an army anxious to rescue the Gungans. And yet we are unsure as to whether they are alive. If the Gungans were killed, I will not allow an army of my people to attack Concord Dawn and begin a war based on revenge. I have spoken with Bail Organa of Alderaan and he agrees.

PALPATINE: I sympathize with your dilemma, Queen Amidala. I do. That's why we have placed the Jedi Council as the leaders of our men. If they surmise a sad fate for our Gungan friends, the army will return to defensive positions.

AMIDALA: That is reassuring. I will send the army to the rendezvous point at Alderaan.

PALPATINE: Thank you, Queen Amidala.

AMIDALA: No, thank you. Thank you. Uh…

PALPATINE: Is there something else, your Highness?

AMIDALA: Well, yes. I…

PALPATINE: Feel free to speak openly with me.

AMIDALA: It's just… I was hoping you could deliver a message for me.

PALPATINE: A message?

AMIDALA: I have been unable to reach padawan Skywalker, the young boy who saved Naboo. The Jedi aren't very accessible, or I would have given the message to Senator Panaka. But with your position…

PALPATINE: Think nothing of it. I promise to deliver your message to Anakin, promptly.

EXT. TEMPLE OF THE JEDI - BALCONY - NIGHT

OBI-WAN and YODA stand outside the temple on a balcony.

OBI-WAN: Yoda, I don't believe it's fair to keep Anakin here.

YODA: Dangerous, the boy is. Sith interest in Anakin is dangerous. Deal in the dark side of the force, the Sith do.

OBI-WAN: The Sith are interested in Anakin because he is the chosen one to bring balance to the Force. The prophecy. His midi-chlorian count keeps soaring.

YODA: Spoken not of his midi-chlorian count have you, Obi-Wan?

OBI-WAN: No, I've followed your rules. Anakin does not yet know that he possesses the highest level. Any time midi-chlorians come up within our discussions of the Force, I successfully change the subject.

YODA: Concealing the truth from Anakin is the only way we shall conceal it from the Sith.

OBI-WAN: Keeping Anakin hidden within these walls won't protect him. Ani must face this challenge.

YODA: More training does he require. Fear of losing his mother, he has.

OBI-WAN: His mother was left in slavery, while he was freed. Slavery is outlawed in the galaxy. How are we to teach Anakin to obey a code of laws and honor, as we do nothing while his mother perishes in slavery? I could go to Tatooine-

YODA: Interfere in the will of the force, you will not! Servant to the galactic senate are you! Forbidden, personal agendas are.

OBI-WAN: Master Yoda!

YODA: Speak of these things, no more. Believe you are wiser than the Senate, do you? Wiser than the Council are you? A stronger enemy than the Sith, defiance of the Jedi code is. Trust me, you do not.

OBI-WAN: I trust Anakin Skywalker and his motives for wanting to free his mother. Even if you do not.

OBI-WAN abruptly turns and leaves YODA alone on the balcony.

INT. MANDALORIAN FORT - CONFERENCE ROOM

The two SITH LORDS stand at attention in front of a hologram of DARTH SIDIOUS.

ONO and DUTO: (simultaneously) What is thy bidding, my master?

DARTH SIDIOUS: You must travel to the planet of Tatooine. There you will be able to collect young Skywalker.

ONO: But what of the Republic's gathering troops, Lord Sidious? Who will stop the Jedi from defeating the Mandalorians?

DARTH SIDIOUS: The fate of the Mandalorians concerns me as little as the fate of the Trade Federation did.

DUTO: And what of our revenge on the Jedi, Lord Sidious?

ONO: The Jedi were responsible for the Sith purge. They must be destroyed.

DARTH SIDIOUS: I have a plan already in place for the Jedi. In the end, their fate shall be no different from the Mandalorians.

INT. TEMPLE OF THE JEDI - ANAKIN'S CHAMBER

ANAKIN paces across his room. As the door to his room suddenly opens, ANI ignites his lightsaber and flips into a defensive position. A stunned CHANCELLOR PALPATINE stumbles backward in surprise.

PALPATINE: My goodness.

ANAKIN: Chancellor Palpatine, I'm so sorry. You startled me.

ANI turns off his lightsaber, and helps PALPATINE back up off the floor.

PALPATINE: I startled you, a brave Jedi Knight? Well, there's a surprise.

ANAKIN: I apologize again. I'm afraid my thoughts were elsewhere.

PALPATINE: Well, I must admit, that I am surprised that you are here on Coruscant, Anakin. I'd have thought a strong Jedi like you would be out defending our trade lanes from the forces of aggression.

ANAKIN: I must stay and complete my training. But Master Yoda must have sent you, Chancellor. How can I offer my service to the Republic?

PALPATINE sits on the edge of ANAKIN's bed, and removes a beautiful, ornate object from his pocket.

PALPATINE: My appearance before you is a secret, young Anakin. Not even the elders know I am here.

ANAKIN: Impossible. To enter the Jedi Temple, you need the power of the Force. And the Council-

PALPATINE: The Council is currently on a rescue mission to save our Gungan friends. It appears that the temple is empty. Entrance was difficult, but as Supreme Chancellor, I have some good connections.

PALPATINE places the small object down on ANI's bed, and a foot-tall hologram of QUEEN AMIDALA appears in front of ANAKIN.

PALPATINE: And I had to reach you, since I'd made a promise to the young ruler of Naboo.

ANAKIN stares at the hologram, mesmerized by the beauty of AMIDALA.

AMIDALA: Anakin, I still wear your pendant. (she lifts the pendant from around her neck) I haven't forgotten you. In fact, I've longed to talk to you. You saved my planet and my people, and I have wanted to reward you. After you left for your training, I realized that the only way to repay you was to return to Tatooine and free your mother. I sent dignitaries, but alas, all traces of Watto and your mother had vanished. For years, we had been unable to locate them anywhere on the planet. Yet, our luck has changed. On my most recent attempt, I sent a resourceful droid who traveled the planet far and wide.

ANAKIN: R2-D2!

AMIDALA: We have just received word that R2 has found Watto. So I am off to Tatooine. I plan to give my spaceship to Watto in exchange for your mother's freedom. After I have your mother safe and secure on Naboo, I will join my army in rescuing Boss Nass and the Gungans from the Mandalorians. I owe you my life, Anakin. I promise I will repay that debt.

ANAKIN reaches out and touches the side of AMIDALA's face. The hologram breaks up around his hand. The image disappears.

PALPATINE: Well, Anakin. It seems as though you are as smitten with the Queen, as she is with you.

ANAKIN: Tatooine is a dangerous world.

PALPATINE: I'm afraid you are quite right, it is a planet full of thieves and smugglers. All attempts made by my Governor Tarkin to bring Tatooine into the Republic have failed. A dangerous world, indeed.

ANAKIN: Amidala should not be traveling alone.

PALPATINE: I agree. Anakin, if I had the authority I would send a troop of men to Tatooine to free your enslaved mother, myself. Alas, we have no army to represent the Republic, and with the terrorist attacks on Government trade, the ranks of the Jedi Knights are spread thin across the galaxy.

ANAKIN: I'm unable to go as well.

PALPATINE: I detect a note of regret in your voice. Cheer up, my boy. I'm sure the resilient Queen can take can of herself.

ANAKIN: Master Yoda has forbid me from leaving the Jedi Temple.

PALPATINE: You don't have the freedom to leave? Well, that doesn't seem right. You're a child who has escaped one form of enslavement and fallen into another.

PALPATINE stands up, and crosses to the door.

ANAKIN: (to himself) I'm a person, and my name is Anakin.

PALPATINE: I'm sorry, son. If you find the freedom to go to Tatooine, I'll have the galaxy's fastest ship at your disposal on Platform THX-118. The ship will allow you to stay constant contact with Governor Tarkin and I; should you require our assistance.

PALPATINE begins to leave, when ANI jumps up to catch up with him. ANI holds the ornate hologram devise.

ANAKIN: Chancellor Palpatine, you forgot your-

PALPATINE: That is my present to you, Anakin. I never had the opportunity to reward your bravery in the Battle of Naboo. A hero deserves the rewards of victory.

PALPATINE exits as ANI examines the object in his hand. It is beautiful.

EXT. ALDERAAN - SPACE

In the shadow of the green planet of Alderaan, two massive warships, an Alderaan Cruiser and chrome Naboo Carrier are locked together.

INT. ALDERAAN CRUISER - BRIDGE

Across the bustling room of activity, SOLDIERS check various pieces of equipment. OBI-WAN KENOBI stares out a large window on an endless field of stars. Stepping up from behind, KRILL KRAWL places a hand on his shoulder.

KRILL KRAWL: Your thoughts betray you, Master.

OBI-WAN: Krill Krawl, you have only been my apprentice for a short time, yet you can see through me already?

KRILL KRAWL: You're thinking of Anakin. I gather he did not pass the trials.

OBI-WAN: No, he did not.

KRILL KRAWL: Before the attack by the Sith, Master Windu told me that I was ready for the trials.

OBI-WAN: And I'm sure he was correct, Krill.

KRILL KRAWL: My master was so easily defeated. Is the dark side of the Force stronger? Does it give you more power?

OBI-WAN: Of course not. I'm told the dark side fills you with hatred and obliterates your soul. Once you turn to the dark side, you can never turn back.

KRILL KRAWL: As my Master was dying, he mentioned becoming one with the Force?

OBI-WAN: The scriptures say when any Jedi passes on, his spirit becomes one with the Force.

KRILL KRAWL: No, I believe he meant something else. Could he have meant something powerful? Could a Jedi become even more powerful after his death?

OBI-WAN: I do not know.

Over an intercom:

KI-ADI: All hands report to the briefing room.

INT. ALDERAAN CRUISER - WAR ROOM

In a small stadium, HUMAN and GUNGAN SOLDIERS sit on benches above the floor, where the JEDI COUNCIL, BAIL ORGANA and OBI-WAN stand. KI-ADI-MUNDI and ADI GALLIA work on a viewscreen, which shows the planet of Concord Dawn.

KI-ADI: We need a small exploratory team to join Bail Organa in landing on the planet of Concord Dawn. They must secretly enter the Mandalorian fort and discover the location of the Gungans.

OBI-WAN: Governor Nass was a friend. I volunteer. And if my padawan will accompany me…

KRILL KRAWL: Of course, Master. I am ready.

RIC OLIE: I could pilot the ship. I volunteer.

JAR JAR: Mesa goes two.

BAIL ORGANA: Great. Once we've found where they're keeping the Gungans, we'll signal the fleet. At that point, Naboo Commander Panaka will pilot a second ship with the Jedi Council down to the surface and enter the fort and free the Gungans.

ADI GALLIA: A squadron of Naboo and Alderaan fighters will use defensive maneuvers to create an escape lane and block any Mandalorian retaliation.

PANAKA: (to Jarod the pilot) Think you can handle that?

JAROD: It won't come to that.

KI-ADI: To your ships then. And may the Force be with you.

INT. TEMPLE OF THE JEDI - HALLWAY

Taking small, quiet steps, ANAKIN creeps toward a large metal door. Closing his eyes, ANAKIN reaches out through the Force. The large door begins to slide open.

YODA: Going somewhere, you are?

ANAKIN spins around to find YODA standing behind him.

ANAKIN: I respect your wishes, Master Yoda, but I am going to free my mother. I am not a slave.

YODA: Wrong. Slaves we are to the will of the Force. You. Me. Obi-Wan. Traveling the path of the Force, only way we can find our true destiny.

ANAKIN: I've had visions of my mother. She's in pain. She'll die if I don't save her.

YODA: Unsure her future is. As yours will be, should you leave. Without complete training, vulnerable you are to the Sith.

ANAKIN: I can resist the temptations of the dark side of the Force. But I can not stay here another moment while my mother suffers.

YODA: Forbid you to go, I do. You haven't completed your training!

Holding his hand out, ANI uses the Force to open the large metal door.

YODA: Mind what you have learned. Remember that fear leads to the dark side.

ANAKIN: Don't worry, I'll return and complete my training. I promise.

EXT. CORUSCANT - LANDING PLATFORM - NIGHT

ANAKIN finds a beautiful single manned fighter (reminiscent in style to Darth Maul's ship) waiting for him. ANI enters the ship and blasts off for Tatooine.

INT. MANDALORIAN FORT - THRONE ROOM

LORD MANDALORE stands in front of a transmission from DARTH SIDIOUS.

SIDIOUS: Bail Organa has pulled his army off Alderaan and assembled them with forces from Naboo. Alderaan is defenseless now. You may lead an invasion army there whenever you are ready. You will only need to leave a small team of commandos here to terminate their rescue team.

MANDALORE: Why did you pull your two slithering aides? If you are attempting a double cross, Lord Sidious-

SIDIOUS: I needed Darth Ono and Darth Duto to attend to an urgent matter in the Outer Rim. They should be free soon enough to return and help you defend your home planet. Besides, I have already made an arrangement to eliminate the pitiful Alderaan fleet. They will be of no concern to you.

MANDALORE: And what of our prisoners, Darth Sidious?

SIDIOUS: They can live until you have captured the rescue team. Then dispose of them.

EXT. TATOOINE - SPACE

ANAKIN's ship heads toward the planet.

EXT. TATOOINE - DESERT - ANAKIN'S SPACECRAFT - DAY

ANAKIN's spacecraft lands on the desert floor in a swirl of winds and dust. The spaceport of MOS ESPA can be seen in the distance.

EXT. MOS ESPA - STREET - DAY

Using the Force, ANAKIN guides himself through the busy exotic environment. A DARK FIGURE darts down an alleyway behind him. ANI turns, sensing something, and walks into the alleyway.

EXT. MOS ESPA - ALLEYWAY - DAY

In the shadowy alley, Anakin creeps slowly. Ahead, the ROBED FIGURE darts between crates. In a stealth burst of speed, ANI is on the heels of the FIGURE. In a burst of energy, ANAKIN grabs the ROBED FIGURE, spinning around.

ANAKIN: Padme!

AMIDALA: That's Amidala.

ANAKIN: My Queen is my queen by any other name.

Falling to his knees, ANAKIN takes AMIDALA's right hand and kisses it.

AMIDALA: (in her best royal voice) Arise my humble servant.

ANAKIN: (standing up) I am your servant, you know. The memory of your smile is all that kept me going during the extensive physical trials of my training.

AMIDALA: Well, it seems to have paid off. What became of the scrawny little boy, whom I last saw?

ANAKIN: Scrawny?

AMIDALA: I'm kidding. I was worried that by the time we finally got to see each other again, I wouldn't recognize you. Or worse, that you would be unable to recognize me. Time and age have had quite an effect on you, but you're still, Anakin Skywalker, savior of Naboo.

ANAKIN: Everything considered, I never thought we'd be meeting again back here.

AMIDALA: Well, I'm here to rendezvous with someone special.

Rolling out from behind some crates, R2-D2 whistles to greet ANAKIN.

ANAKIN: R2-D2.

AMIDALA: So I'm here meeting R2, what I'm wondering is how you found us?

ANAKIN: I can sense your presence, Amidala. I merely closed my eyes and let the Force guide me to you.

AMIDALA: So you are a Jedi.

ANAKIN: More or less. Amidala, you didn't have to do this. I asked for no reward.

AMIDALA: I know, but I care for you, Ani. That extends to your mother. And I abhor slavery.

R2-D2 whistles and beeps.

AMIDALA: R2's found Watto. It seems he has moved to a city on the opposite side of the planet.

ANAKIN: I sense my mother is no longer with Watto. As strong as the Force that led me to you, it remains a cloud when locating my mother. All I know is that she is in great pain.

INT. NABOO CRUISER - HANGER BAY

Several SQUADRONS work on Naboo starfighters. OBI-WAN and KRILL KRAWL spar with their lightsabers. OBI-WAN plays the aggressor, throwing attack after attack on his young PADAWAN. KRILL defends each charge easily.

OBI-WAN: Careful, Krill. I can feel anger swelling within you. You must control your emotions.

KRILL slaps OBI-WAN's saber back and begins an offensive attack.

KRILL KRAWL: I must be ready to battle the Sith next time. I need more power.

OBI-WAN calmly flips into the air, over KRILL's head. As KRILL turns, OBI-WAN uses the Force to pull a small box across the floor, into the back of KRILL's legs, tripping the PADAWAN to the floor. OBI-WAN stands over KRILL, holding his lightsaber in KRILL's face.

OBI-WAN: The dark side of the Force is blinding. And as such you are likely to be blind to your opponent's actions.

OBI-WAN switches his lightsaber off and offers KRILL and hand up.

KRILL KRAWL: You have beaten me this time, Master Kenobi. The Force is very strong with you.

Peeking his head out of one of the larger fighters, JAR JAR waves to the JEDI.

JAR JAR: Wesa ready to go.

OBI-WAN: As are we.

OBI-WAN steps on board the ship, as KRILL KRAWL walks across the bay to retrieve his fallen lightsaber.

DARTH SIDIOUS: (voice-over) Krill...

KRILL KRAWL spins around, attempting to locate the voice.

KRILL KRAWL: (calling out) Who said that?

Turning a complete circle, KRILL KRAWL is all alone in the bay…

EXT. TATOOINE - DESERT - DAY

Anakin's starcraft skims across the surface of the desert.

INT. ANAKIN'S SPACE CRAFT - COCKPIT - DAY

ANAKIN controls the ship with AMIDALA in the co-pilot's seat and R2-D2 on the floor behind them.

AMIDALA: This is certainly an elaborate ship for a Jedi.

ANAKIN: Yes, it is quite impressive. (smiling at Amidala) A ship built for a Queen.

AMIDALA blushes and turns away from ANAKIN's smile. Behind them, R2-D2 beeps.

AMIDALA: This is the town ahead. Mos Eisley.

EXT. TATOOINE - MOS EISLEY - DAY

Anakin's ship lands in a cloud of dust outside of the city.

EXT. MOS EISLEY - STREET - DAY

R2 leads ANIKAN and AMIDALA down the main street to an open square with lots of vendors. Sitting on a stoop, the pudgy blue WATTO limply holds out a metal pan. WATTO appears to have one foot in the grave with a wooden leg and a broken wing,

WATTO: (subtitled) Macka ooh ma fu-du! Macka ooh ma fu-du! (Help I need food! Help I need food!)

ANAKIN: (subtitled) Yo ho-tah kay due fah-tah-bo, Watto. (You are foolish and pitiful, Watto.)

WATTO: (subtitled) Nean farl boo slem-nutt eh pooh ay. Kew ah yo ray-no ah bah-key? (Leave an old beggar alone. What have I done to you?)

ANAKIN: You kept me as a slave.

WATTO looks upward and re-appraises ANAKIN.

WATTO: Anakin? Anakin, my boy. I hardly recognize you.

C-3PO: Master Anakin!

Appearing from behind a corner is C-3P0, almost complete with his gold covering, yet missing some from his lower right leg.

ANAKIN: C-3PO?

C-3PO: Thank the maker, you've returned to rescue me. And R2-D2!

R2 gently rubs up against the protocol DROID.

ANAKIN: Watto, I have come back to free my mother from your slavery.

WATTO: No, no, my boy. She's a no longer, my property. I had to sell her.

ANAKIN picks up the TOYDARIAN by his throat, lifting him high into the air. WATTO struggles to breathe.

ANAKIN: You're scum, Watto.

WATTO: You did this to her, boy, not me. After you won the pod race, by cheating, I was ruined. Let ah me tell you, I owed a large amount to Gardulla the Hutt. I had no money to pay her, you see. They roughed me up, pretty good. Gardulla took everything, including your mother. I was left with no store and no slaves; only a poorly made protocol droid, who doesn't like manual labor.

C-3PO: I take offense to that remark.

ANAKIN: You'll get no compassion from us, Watto. You'll rot and die on these streets in the mess that you created. Come on, 3PO?

WATTO: No, no, you can't take the droid. I need him. Without him, I can not move around. My wings, Gardulla's henchmen, they broke them up pretty good, eh?

ANAKIN: 3PO belongs to me. Don't you, 3PO?

C-3PO: Yes, Master Anakin.

ANAKIN: I programmed him and he knows his master.

WATTO: Don't take the droid, boy, I'll be dead.

AMIDALA: Perhaps we should leave 3PO, Ani? What if a sandstorm comes? Watto would have nowhere to move.

ANAKIN: 3PO's mine.

AMIDALA: Then perhaps, we should leave him some money for food.

AMIDALA reaches into her cloaks, and drops a stack full of truguts into his lap.

WATTO: Thank you, thank you so much. You have saved me.

ANAKIN storms away to the ship. AMIDALA turns signaling for the droids, R2 and C-3PO, to come with her. WATTO hugs the credits in both hands.

INT. ANAKIN'S SPACE CRAFT - COCKPIT - DAY

ANAKIN sits in the pilot's seat, alone and angry. AMIDALA assists the still wobbly C-3PO into the co-pilot's seat. R2-D2 plugs himself into the ship's navigation system.

C-3PO: Space travel. How dangerous!

AMIDALA sits down beside ANI, and places her arm around him.

AMIDALA: We came back to free your mother. Not to enact revenge.

ANAKIN: I know. I'm sorry.

AMIDALA: Watto kept you and your mother as slaves, Anakin. It's understandable that you would hold resentment towards him.

ANAKIN: C-3PO is mine. I've lived long enough as a slave; it's time I had my possessions.

AMIDALA brushes the hair from ANAKIN's brow. SHE turns Ani's face to meet hers.

AMIDALA: You're hurting on the inside, Anakin. You should be ecstatic. Soon, your mother will be free from Gardulla the Hutt, and we will leave Tatooine.

C-3PO: If I might say something, Master Anakin. Gardulla the Hutt is frightfully dangerous. I've heard stories of her feeding her enemies to Krytt dragons and turning droids into scrap metal. No one dares fly close to her heavily guarded palace without permission for fear of being disintegrated by her laser canons. We'd be doomed for sure. We should not-

ANAKIN: (cutting the droid off) I did not travel all this way to turn tail because of an overgrown sand slug.

AMIDALA: Still, if this gangster is as heavily guarded as C-3PO claims, it would be wise to have some support. Could Obi-Wan-

ANAKIN: Obi-Wan will not help us. I'm afraid I don't even have his support, anymore.

AMIDALA: The Naboo forces are battling the Mandalorians. We are all alone.

ANAKIN: Perhaps not.

INT. ANAKIN'S SPACE CRAFT - COCKPIT - LATER

ANAKIN and AMIDALA look into a view screen to GOVERNOR TARKIN.

TARKIN: Gardulla the Hutt is a ruthless criminal, and as such, she has several enemies, including another disgusting creature: her brother, Jabba. A powerful crime boss himself, Jabba the Hutt could be a powerful ally.

AMIDALA: Joining forces with a gangster is not wise.

ANAKIN: I agree. Jabba keeps slaves himself. I came back to rid Tatooine of slavery.

TARKIN: I understand, but only Jabba's forces would be strong enough to break Gardulla's defenses. Greed is his weakness. We could use it to turn Jabba against slavery as well.

ANAKIN: Then, we shall rendezvous with you at the palace of Jabba the Hutt.

EXT. CONCORD DAWN -SPACE

A chrome Naboo fighter rockets toward the desolate red planet.

INT. NABOO FIGHTER - COCKPIT

OBI-WAN, BAIL, JAR JAR and KRILL stand behind RIC OLIE at the controls.

OBI WAN: I have a bad feeling about this.

RIC OLIE: Looks clear. I pick up no Mandalorian forces.

EXT. CONCORD DAWN - VOLCANO - DAY

On the crest of a dead volcano, the Naboo fighter lands. A landing ramp descends from the ship, and OBI-WAN, JAR JAR, BAIL ORGANA, and KRILL KRAWL exit. Leading the way, OBI-WAN blindly pulls his lightsaber from his belt. Ignites it. KRILL KRAWL quickens his pace to reach his master.

KRILL KRAWL: Obi-Wan, what is it? Everything looks safe.

OBI-WAN raises his lightsaber and scans the area. It appears that they are alone on the barren rock. Yet OBI-WAN still searches. Quickly, HE raises his blade-

OBI-WAN: Down now!!!

A laser blast slashes across the mountainside. OBI-WAN deflects the blast in the direction it came. The laser richocheses back into the rock.

VOICE: Ahhh!

Standing up, a MANDALORIAN WARRIOR staggers forward out of nowhere. HIS UNIFORM PERFECTLY COLORED TO BLEND INTO THE VOLCANIC ROCK! The chameleon-esque warrior drops dead from the blast. OBI-WAN grabs the comlink from his belt.

OBI-WAN: (into the comlink) Take off, it's a trap!

INT. NABOO FIGHTER - COCKPIT

RIC OLIE flashes on the thrusters, when he sees --

EXT. CONCORD DAWN - VOLCANO - DAY

A MANDALORIAN WARRIOR fires a giant laser turret. The Naboo fighter EXPLODES into a million pieces. OBI-WAN, KRILL, JAR JAR, and BAIL ORGANA are thrown to the ground by the force of the blast.

Suddenly, out of the desolate rock, another MANDALORIAN WARRIOR stands. Then ANOTHER. Then ANOTHER. More WARRIORS stand. All with armor painted to seamlessly blend into the environment. In all, Twelve WARRIORS surround them.

With the smoke still settling from the explosion, OBI-WAN tosses his lightsaber into the air. Controlled by the Force, the saber strikes down a MANDALORIAN. Then, OBI-WAN directs the blade through the air and slices down two more.

The remaining WARRIORS begin firing their blasters. KRILL KRAWL leaps up, igniting his lightsaber and deflects the shots back. Three MANDALORIANS succumb to the blasts. BAIL ORGANA uses a blaster to knock out another MANDALORIAN.

Reaching out through the Force, OBI-WAN lifts a giant boulder into the air and drops it on top of two WARRIORS. KRILL charges two MANDALORIANS, slashing his blade through them with ease. The last remaining WARRIOR fires a shot directly at JAR JAR. OBI-WAN sees the shot and re-directs his lightsaber through the air to deflect the shot. The ricochet blasts the WARRIOR dead.

OBI-WAN's saber glides gently back into to his palm. The OTHERS struggle to their feet.

BAIL ORGANA: An ambush.

KRILL KRAWL: They were so well hidden. I could not see them at all.

OBI-WAN: Your eyes can deceive you. Don't trust them.

JAR JAR: Da ship been pummished.

BAIL ORGANA: They knew we were coming. They knew the exact location we would land at. How is that possible?

OBI-WAN: I'm not sure. But we must find a way to warn the Jedi Council, immediately.

EXT. CONCORD DAWN -SPACE

The Alderaan Cruiser and the Naboo Carrier jump out of lightspeed above Concord Dawn.

INT. ALDERAAN CRUISER - BRIDGE

The JEDI COUNCIL gather around various war maps and view screens. PANAKA and JAROD stand behind them.

PANAKA: Bail Organa and the advance team have landed, but we've lost contact with them.

KI-ADI: This is not good.

ADI GALLIA: They are alive, yet I sense a great disturbance.

KI-ADI: As do I.

PANAKA: (to JAROD) Return in a shuttle to our Naboo troops and prepare them to deflect any Mandalorian attention away from the surface.

JAROD nods, then turns away from the group and exits down a hallway.

INT. ALDERAAN CRUISER - HALLWAY

As JAROD walks down the hallway, he removes a small canister from beneath his uniform. He stops and opens a small ventilation shaft, tosses in canister. JAROD continues down the hallway.

INT. ALDERAAN CRUISER - BRIDGE

On a side workstation, a red light begins to flash; a warning alarm rings out; several SOLDIERS panic and start throwing switches. PANAKA runs over to a view screen below the red light.

PANAKA: Oh my God. There's a thermal detonator in a ventilation shaft.

KI-ADI: Evacuate!

INT. ALDERAAN CRUISER - HALLWAY

The ventilation shaft EXPLODES in an enormous fireball engulfing the hallway.

INT. ALDERAAN CRUISER - BRIDGE

The CREW struggles outward.

KI-ADI: We must become one with the…

The bridge explodes.

INT. ALDERAAN CRUISER - HANGER BAY

Surrounded by terrible EXPLOSIONS, JAROD calmly crosses the bay to his starcraft... the SLAVE ONE.

EXT. CONCORD DAWN -SPACE

The Slave One flies out of the exploding hanger. It escapes damage as the Alderaan cruiser EXPLODES and collapses into a million bits.

EXT. CONCORD DAWN - VOLCANO - DAY

OBI-WAN and the OTHERS look up into the gray sky and see the deadly explosion. OBI-WAN drops to his knees, crying.

EXT. TATOOINE - JABBA'S PALACE - NIGHT

Tatooine's moons shine down on the mammoth stone structure on the edge of the Dune Sea.

INT. JABBA'S PALACE - JABBA'S COURT

On his royal throne, the bulbous JABBA THE HUTT is surrounded by his aides BIB FORTUNA and AURRA SING. Several beautiful young aliens lay at JABBA's lap. Before him, ANAKIN, AMIDALA, R2, C-3PO, and TARKIN stand.

TARKIN: (continued) … so in exchange for your assistance in overthrowing Gardulla and rescuing the imprisoned slaves, you will have the Republic's guarantee that we will not interference in your business endeavors.

C-3PO: (translating) Boog do nanata rune kata boo narl kray…

ANAKIN stares out in a trance. AMIDALA notices, and nudges his shoulder.

AMIDALA: (whispering) Are you alright?

ANAKIN: (whispering) I fear something terrible has happened. But I'm blind to it.

JABBA drinks a swing from a large goblet.

JABBA: Booda phata, moon chowden. Me dunet Republic ban tey oog rall ban seedwo doo.

C-3PO: He doesn't believe he can trust us. Jabba says that the Republic is just as greedy for the spoils of trade as he is.

TARKIN: (C-3PO translates as Tarkin speaks) I give you my word as Governor of the Outer Rim. You'll be confronting Gardulla with the assistance of a Jedi Knight. I hope this condones our sincerity. You want Gardulla out of the way, Jabba. We are merely offering you the opportunity to act now. There's enough trade for both you and the Republic.

JABBA laughs.

JABBA: (subtitled) Due fakoo sew bendue. Fada moon Sail barge. (So it shall be done. Ready my sail barge!)

C-3PO: He agrees. He agrees!

TARKIN: Excellent.

JABBA and his COURT slither back toward an exit. AMIDALA turns on TARKIN.

AMIDALA: I do not approve of negotiating with gangsters, Governor Tarkin. Nor do I believe the Senate would condone giving smugglers a free pass.

TARKIN: The Republic has greater concerns than the activity of one spice runner, Queen Amidala. Ending slavery on Tatooine is worth a huge concession.

TARKIN follows JABBA out to the sail barge. AMIDALA searches ANI for answers.

ANAKIN: I agree with you: this is the wrong move. But my mother… she consumes my thoughts. After we free her, I promise to speak with Chancellor Palpatine and correct Governor Tarkin's poor judgement. Trust me.

EXT. CONCORD DAWN - DUSK

Storm clouds billow over the rock, as OBI-WAN leads the SURVIVORS down the steep mountain.

BAIL ORGANA: Mandalorian ship ahead!

The GROUP ducks down behind a grouping of large boulders. The Mandalorian fighter flies over their heads, and over the volcano's rim.

OBI-WAN: They didn't sense us. Let's move.

THEY resume their descent.

JAR JAR: Yousa tinking Boss and da dudes be okiday?

OBI-WAN: I can sense that they are still alive. But they're in a dangerous situation. We must reach them quickly.

BAIL ORGANA: And we gotta tell the Senate.

OBI-WAN: I have a strong feeling that they already know what's happened. I'm sure Master Yoda felt what took place, as did I. It will soon be dark. We should find a shelter away from any Mandalorian eyes.

KRILL KRAWL: There's a cave ahead, Master.

OBI-WAN helps BAIL and JAR JAR across the harsh path. In the rear, KRILL KRAWL is slower, having to travel down a more dangerous path.

DARTH SIDIOUS: (voice over) Krill Krawl...

The PADAWAN stops dead in his tracks to focus on the voice.

DARTH SIDIOUS: (voice over) Your powers are weak. Obi-Wan knows your powers will never compete with Anakin's. Leave them. Come to me. Come to me and I shall complete your training. You will be the most powerful Jedi of all. It is your destin-

OBI-WAN: (calling) Krill?

KRILL KRAWL is shocked from his trance. KRILL waves a hand to OBI-WAN.

KRILL KRAWL: I'm coming, Obi-Wan. I just wanted to concentrate on the living Force.

OBI-WAN looks questioningly at his PADAWAN, then retreats into the cave.

EXT. CONCORD DAWN - MANDALORIAN FORT - DOCK - NIGHT

BOBA FETT's ship sits on a landing dock outside the giant fortress.

INT. CONCORD DAWN FORT - CONFERENCE ROOM - NIGHT

BOBA FETT (JAROD) lifts several credit containers on to a hover lift. LORD MANDALORE and a hologram of DARTH SIDIOUS watch.

DARTH SIDIOUS: You see, Lord Mandalore, as I promised, the forces of the Republic have been terminated.

LORD MANDALORE: While your bounty hunter has indeed wiped out much of Alderaan's fleet, there are still many ships from Naboo above Concord Dawn.

DARTH SIDIOUS: Your concern was the army of Alderaan, which has been destroyed. The planet is yours for the taking. As for the Naboo, they are weak and without their precious Jedi Council to lead them. Your fighters should have no difficulty in eliminating them.

BOBA FETT (JAROD): What about my armor?

DARTH SIDIOUS: Ah, yes. I had promised Boba Fett his own suit of armor. Lord Mandalore, see that the bounty hunter receives one.

DARTH SIDIOUS' hologram fades out.

LORD MANDALORE: You have murdered in a cowardly and wicked manner. Mandalorians do not stab our enemies in the back. We fight with honor, face to face. You shall have no armor.

BOBA FETT steps up to LORD MANDALORE, eye to eye. MANDALORE does not back down. FETT turns, and exits. The hover lift follows him out. A Mandalorian SCOUT steps up to MANDALORE.

SCOUT: We have been unable to locate the surviving crew of the landing vessel. They are believed to be somewhere on the volcano.

MANDALORE: Then, I suppose we must keep our prisoners alive to flush them out. They are of little concern. I must ready the troops for the invasion of Alderaan.

EXT. TATOOINE - DUNE SEA - GARDULLA'S LAIR - TOWER - DAY

Two ALIEN GUARDS search the expansive sand dunes. All seems peaceful, until -- One ALIEN does a double take, as he sees the enormous form of JABBA's sail barge floating over the horizon. The ALIEN grabs a communicator.

ALIEN: Poo Chiknee!!!!

From atop a cannon on the sail barge, a giant laser shoots at the tower. The two ALIENS jump, but too late and the tower EXPLODES!

INT. JABBA'S SAIL BARGE - THRONE ROOM - DAY

On a throne perch, JABBA and TARKIN watch the destruction threw side blaster windows. ANI, AMIDALA and the DROIDS huddle behind them.

TARKIN: Fire another shot toward their Ion Cannon. We need to knock it out.

JABBA: Poetoe doe!

EXT. TATOOINE - DUNE SEA - GARDULLA'S LAIR - DAY

A giant blast shoots from the sail barge and EXPLODES against the wall of GARDULLA's lair.

INT. JABBA'S SAIL BARGE - THRONE ROOM - DAY

TARKIN: Excellent. Turn to starboard. And raise the deflector shield!

The SENATOR turns to ANAKIN.

TARKIN: As soon as we're close enough, we should be able to blast through the palace's outer wall. Once you're inside, we'll have to retreat: this sail barge is not strong enough to engage Gardulla's defenses.

ANAKIN: Just get me inside, I'll take it from there.

JABBA pounds down on a control.

JABBA: Too kata boon fatar moon boont Aurra Sing, boo.

C-3PO: Jabba says we have to take his bounty hunter with us.

AURRA SING slides next to ANAKIN, blocking out AMIDALA entirely.

TARKIN: While you're rescuing the slaves, it appears Jabba's aide will be neutralizing Gardulla.

AMIDALA: (annoyed) You mean murdering…

EXT. TATOOINE - DUNE SEA - GARDULLA'S LAIR - DAY

The sail barge pulls within a few hundred yards of the palace. Twin cannons shoot at the exact same spot in the outer wall. It EXPLODES, tearing a large hole in the wall. The sail barge pulls closer.

A side window swings open, and ANAKIN and AMIDALA jump off the barge through the hole. Firing small thrusters from his feet, R2 floats across the opening into the palace. AURRA SING follows them through, carrying C-3PO on her back.

The sail barge begins to retreat as heavy fire from the palace retaliates.

INT. GARDULLA'S LAIR - GROUNDS - DAY

AURRA SING drops 3PO to the ground.

C-3PO: Ahh! How rude!

ANAKIN helps the DROID back to his feet.

C-3PO: Really, Master Anakin, I feel I could have been much more useful back on the sail barge.

ANAKIN: We need you and R2-D2 to shut down the transmitters in the slaves. We'll never escape if you don't.

AMIDALA: R2 said that he couldn't do it without you.

R2-D2 whistles.

C-3PO: He said what --?

ANAKIN, AMIDALA and AURRA SING rush off, deeper into the palace. R2-D2 wheels away in another direction. 3PO struggles to keep up.

C-3PO: Really, R2, how could you? I don't know anything about shutting down slave transmitters. We're doomed.

INT. GARDULLA'S LAIR - HALLWAY - DAY

With his lightsaber deflecting laser fire, ANAKIN leads AMIDALA and AURRA down a dark, damp hallway. After ANAKIN slices down an attacker, AURRA SING dashes out away from them, down a different hallway.

ANAKIN: Where's she going?

AMIDALA: I say good riddance.

EXT. TATOOINE - DUNE SEA - GARDULLA'S LAIR - DAY

The sail barge rocks as heavy fire from the castle EXPLODES against the hull. The sail barge quickly returns fire.

INT. GARDULLA'S LAIR - BASEMENT HALLWAY - DAY

ANAKIN and AMIDALA fight their way down a stairwell. ANI stops at the first metal door.

ANAKIN: My mother's in here. I can feel her.

With a forceful slash of his lightsaber on the controls, the door slides open. ANAKIN steps into -

INT. GARDULLA'S LAIR - WELL OF SLAVES - DAY

An incredibly long room is lined with HUMANS and ALIENS chained, along each stone wall. The SLAVES are all in rags and look severely beaten and hungry.

AMIDALA: Oh my -

Carefully, ANAKIN walks deeper into the room, passing more and more ALIENS. On a wall to his right -

ANAKIN: Mother!

SHMI SKYWALKER raises her head. SHMI's face is bruised and her body is filthy. A weak smile crosses SHMI's lips.

SHMI: Anakin?

ANAKIN runs to her and throws both arms around his MOTHER, crying.

ANAKIN: Mother. I'm so sorry.

SHMI: You came.

ANAKIN: I'm here.

SHMI: I never gave up hope. By the light of the suns, I knew one day you'd return.

ANAKIN slices SHMI's chains apart. SHE falls into her SON's arms.

INT. GARDULLA'S LAIR - CONTROL ROOM - DAY

ALIENS with heavy weapons run in thousands of directions as R2-D2 and C-3PO sneak through an open door into a dusty control room. At a large microphone, GARDULLA THE HUTT barks out commands. Sneaking behind the HUTT, R2-D2 rolls to a controller socket and plugs himself in.

GARDULLA: Bardue ma pardootoo!

C-3PO tries to hide behind GARDULLA as well, but knocks over a metal container. The HUTT swivels and eyes 3PO with suspicion!

C-3PO: Uh, Bar-due ma par-dootoo! Yes, bardue ma pardootoo!

GARDULLA laughs and grabs a hold of C-3PO, pulling him up to the microphone. The PROTOCOL DROID shakes in fear.

GARDULLA: Bardue ma pardootoo!

The HUTT then puts the microphone up to 3PO's mouth.

C-3PO: Bardue ma pardootoo! By all means, bardue ma pardootoo!

GARDULLA laughs even harder.

C-3PO: Goodness R2, hurry! She's making me cheer war slogans to her troops!

R2-D2 beeps and continues working at the controls.

INT. GARDULLA'S LAIR - WELL OF SLAVES - DAY

AMIDALA, ANAKIN and SHMI fight to break the chains off the other SLAVES.

AMIDALA: We don't have much time.

ANAKIN: We have to free them all.

INT. GARDULLA'S LAIR - BATTERY - DAY

Under a large stone buttress, AURRA SING kneels to place a large bomb. The BOUNTY HUNTER flees as the countdown begins.

INT. JABBA'S SAIL BARGE - THRONE ROOM - DAY

TARKIN reads a large view screen. He turns to JABBA THE HUTT.

TARKIN: Your bounty hunter has placed a bomb within the compound? Anakin knew nothing of this. What if he doesn't have time to escape?

JABBA: (subtitled) Too ette banta foodoo. (He'll be bantha fodder.)

INT. GARDULLA'S LAIR - HALLWAY - DAY

EXPLOSIONS rock the hall in all directions. ANAKIN and AMIDALA lead the large group of SLAVES back toward the opening in the outer wall.

ANAKIN: This is too many. We can't possibly sneak away with so many.

AMIDALA motions through an open doorway.

AMIDALA: Then we'll need a ship.

Through the doorway, an ALIEN fires up the controls of a dessert skiff. AMIDALA raisers her blaster and quickly shoots him down. SHE jumps aboard.

AMIDALA: Let's get out of here.

ANAKIN and SHMI begin to shepherd the SLAVES on to the skiff. Over an intercom:

C-3PO: (over sound system) Boo panta due fasa!

ANAKIN: 3PO?

INT. GARDULLA'S LAIR - CONTROL ROOM - DAY

GARDULLA and C-3PO rock back and forth with the microphone.

GARDULLA: Boo panta due fasa!

C-3PO: Boo panta due fasa!

A comlink in 3PO's hand buzzes.

ANAKIN: (over comlink) 3PO? Are the slave transmitters deactivated yet?

R2-D2 whistles and rolls away from the socket.

C-3PO: (into comlink) R2 just finished! Thank heavens! We've had the most dreadful -

ANAKIN: (over comlink; interrupting) Get back here now, we're going!

The PROTOCOL DROID wiggles his way out of the giant HUTT's arm. C-3PO and R2-D2 head toward the door.

GARDULLA: (subtitled) Montoe barrock-ah, two booda? (Where do you think you're going?)

C-3PO: (subtitled) Doo a poon moo doo! (All this excitement has my circuits overloading)

R2 and 3PO exit, leaving GARDULLA to enjoy the destruction and mayhem by herself.

INT. GARDULLA'S LAIR - HALLWAY - SKIFF DOCK - DAY

SHMI helps the SLAVES on to the skiff, while AMIDALA helps them find a space on board. ANAKIN stays inside the hallway -- deflecting laser shots back at GARDULLA's HENCHMEN.

VOICE: (subtitled) Mochu two faddeh, chappa shag nok. (Well, if it isn't the slave scum!)

ANAKIN turns to the voice to see the ugly, spider like creature SEBULBA, holding a pistol. ANI begins running down the hall toward SEBULBA.

ANAKIN: Sebulba!

SHMI: (calling after him) Anakin, where are you going?!

The DUG fires a shot at ANAKIN, who deflects the blast back. The blast EXPLODES back into the pistol, destroying it. The blast throws SEBULBA backward against the wall and knocks him out.

R2-D2 and C-3PO wobble around a corner. Turning off his lightsaber, ANI points them in the direction of the skiff.

C-3PO: Master Anakin, we've been through-

ANAKIN: Not now 3PO, get on the skiff.

As the droids pass him, ANAKIN turns back -- TO BE TACKLED BY SEBULBA. ANAKIN falls to the ground, with the DUG swinging all his limbs into ANI's body and face.

SHMI sees her SON in trouble, and runs down the hall to him.

INT. GARDULLA'S LAIR - GROUNDS - DAY

AURRA SING works her way through a group of GUARDS. Behind her, a single LIGHT BLADE shines in bright red. The HUM of the lightblade swells within the stone walls. AURRA SING turns around to find --

DARTH ONO and DARTH DUTO are attacking her. AURRA tries to get her blaster up in time, but it is too late. With deadly precision, DARTH DUTO slices AURRA's right arm off. As AURRA falls to the ground, DARTH ONO stabs her in the back. AURRA SING falls to the ground dead.

INT. GARDULLA'S LAIR - HALLWAY - DAY

SHMI reaches ANAKIN, and helps him throw SEBULBA off. The DUG is only down for a second though, and jumps back on top of ANAKIN.

Using the Force, ANAKIN lifts SEBULBA off his chest and high into the air. SHMI helps her SON up off the floor.

ANAKIN: You've bullied me enough, Sebulba. Let's see how you like it.

With one hand extended, ANAKIN raises SEBULBA higher, smashing the DUG's head into the ceiling.

ANAKIN: How do you like that?

SHMI: Anakin, quickly, we must go.

SEBULBA: (subtitled) Poota moon fagoon, shag tuk! (Put me down, slave scum!)

EXT. GARDULLA'S LAIR - DUNE SEA - SKIFF DOCK - DAY

AMIDALA helps the last SLAVE on to the skiff; R2-D2 and C-3PO appear at the opening. The DROIDS shuffle on to the skiff.

AMIDALA: Where's Ani?

C-3PO: He's -

A laser blasts over their heads. Across the desert another SKIFF armed with GARDULLA'S GUARDS fires multiple shots. AMIDALA jumps to the control panel and flies the skiff away from the attack.

INT. GARDULLA'S LAIR - HALLWAY - DAY

ANAKIN still uses the Force to hold SEBULBA up in the air. SHMI fights to get her SON's attention.

SHMI: Ani. It's over, son.

ANAKIN drops his head, then throws SEBULBA further down the hallway, smashing against another wall. The DUG jumps back up - But suddenly stops -

ANAKIN stares at SEBULBA, waiting for his ADVISARY to move. SEBULBA falls forward, flat on his face to the ground. A LIGHTBLADE HADDLE sticks out of his back.

Stepping out from behind a corner - DARTH ONO and DARTH DUTO.

SHMI: Anakin, run!

Ignoring his mother, ANI stands still and ignites his lightsaber. DARTH DUTO pulls the lightblade from SEBULBA's back.

EXT. GARDULLA'S LAIR - DUNE SEA - DAY

AMIDALA pilots the skiff further away from the attacking GUARDS. SHE drives her skiff down to the surface.

AMIDALA: Everybody off!

The SLAVES and DROIDS jump off the skiff quickly. As soon as they are off, AMIDALA turns the skiff toward the approaching GUARD's skiff. SHE throws the power thruster forward and jumps off and her skiff rockets like a missile, ramming the other head on. The two skiffs EXPLODE.

INT. GARDULLA'S LAIR - HALLWAY - DAY

DARTH ONO and DARTH DUTO circle ANAKIN. ANI swings rapidly back and forth trying to keep track of the SITH's advances. SHMI cowers away from the battle, balling up in a corner. ANAKIN swings his blade, pushing back ONO, then circle kicks DUTO in the chin. DUTO stumbles backward. In the split second, ONO is back engaging ANAKIN. ANI turns his attention on ONO and forces him deeper down the hall.

On the ground, DUTO throws out one of his daggers and HITS SHMI RIGHT IN THE GUT. SHMI FALLS OVER --

SHMI: AH!

ANAKIN watches his MOTHER fall.

ANAKIN: Mother!

With a furious burst, ANAKIN destroys both of ONO's lightblades. ONO falls over from the shock, allowing ANAKIN to race back down the hall, and attack DUTO. DUTO blocks ANAKIN's lightsaber, but ANAKIN uses the Force to throw objects at DUTO's back. DUTO is knocked to the floor, and his remaining lightblade falls from his hand. ANAKIN holds his lightsaber in the SITH's face.

DUTO: I have no weapon. You can't kill me, Jedi.

ANAKIN: I am not a Jedi!

ANAKIN stabs his lightsaber through the SITH's heart.

SHMI: Anakin…

Running to his MOTHER, ANAKIN pulls the lightblade from her stomach.

ANAKIN: Hold on, mother! We'll get you to a medic.

ANAKIN picks up his MOTHER, and turns to ONO. The SITH LORD turns away, and disappears deeper into the palace.

ANAKIN: I wonder where he's -

The hallway rocks with EXPLOSIONS. ANAKIN runs with his MOTHER in his arms.

EXT. GARDULLA'S LAIR - DUNE SEA - DAY

GARDULLA's palace EXPLODES. AMIDALA and the SLAVES duck from the falling debris.

C-3PO: Master Anakin…?

R2-D2 whistles frantically.

C-3PO: There he is!

Out of the smoke and dust, ANAKIN emerges, cradling SHMI in his arms. AMIDALA runs to them.

AMIDALA: You're alive!

ANAKIN: My mother's been seriously injured. We must get her to a medic.

Marching to JABBA's sail barge, carrying his MOTHER, ANAKIN leads the SLAVES out of the desert.

INT. JABBA'S SAIL BARGE - THRONE ROOM - DAY

Through a window, TARKIN, JABBA and BIB FORTUNA watch the SURVIVORS walk away from the destroyed palace.

TARKIN: Skywalker and the Queen have survived. Yet, I see no sign of your bounty hunter, Jabba.

JABBA: (subtitled) Foodoo, Jabba due karmoon oon bounty hunter. (Fodder, now I need a new bounty hunter!)

BIB FORTUNA: Jabba, shall need assistance to repair from the damage we have suffered.

JABBA: Yo hun. Yo hun.

BIB FORTUNA: Perhaps these freed slaves could provide the assistance Jabba needs…

TARKIN: Will Jabba be using any human assistance?

BIB FORTUNA: No, of course, we would not have human slaves, ah, workers.

TARKIN: Then by all means, please. The Republic will have no problem with that.

EXT. CONCORD DAWN - MANDALORIAN FORT - DOCK - DAY

Large BATTALIONS of Mandalorians march on to several large Hawk Warships. WARRIORS load single manned fighters and cannons on to the ships. Out of sight, behind large crates, OBI-WAN and the OTHERS hide.

BAIL: Where could their army be going?

OBI-WAN: I'm not sure. Reminds me of the Trade Federation's invasion army of Naboo.

JAR JAR: Wesa bam boozled them dudes.

OBI-WAN: We did, but that was an army of battle droids. We can't simply turn the Mandalorians off.

KRILL KRAWL: We'll have to battle our way through to rescue the Gungans.

OBI-WAN: There are alternatives to fighting.

Across from OBI-WAN, a MANDALORIAN WARRIOR works on a landspeeder. Using the Force, OBI-WAN directs the MANDALORIAN's attention behind the crates. Upon seeing OBI-WAN, the Mandalorian draws his gun.

OBI-WAN: (using the Jedi Mind Trick) You don't need your weapon. We are your allies.

WARRIOR: You are Mandalorian allies.

OBI-WAN: (using the Jedi Mind Trick) We need Mandalorian armor. You shall bring us four.

WARRIOR: I will bring you four suits of armor.

The dazed MANDALORIAN shuffles away, into the fort.

JAR JAR: Whatsa yousa dona?

KRILL KRAWL: Jedi Aputana.

OBI-WAN: More commonly know as the Jedi mind trick. It works on the weak minded and easily influenced.

BAIL: Perhaps you should use it on all those commandos; we could walk in and out without trouble.

OBI-WAN: One Jedi would not have the power to use it on all those soldiers, nor would he want to. Mind control gives one power and a Jedi does not crave power.

The WARRIOR returns with four suits of armor, dropping them at OBI-WAN's feet.

OBI-WAN: (using the Jedi Mind Trick) Thank you. You should move along and continue working on your speeder.

WARRIOR: I'll move along and finish working on my speeder.

The MANDALORIAN returns to the landspeeder. THEY begin dressing in the armor. JAR JAR holds the helmet over his head.

JAR JAR: Oo me-oh. There's no waygun mesa earsa gonna fit.

With a quick slap of his hand, OBI-WAN pushes the helmet down over the GUNGAN's head.

JAR JAR: That's better.

EXT. SPACE - NABOO

ANAKIN's and AMIDALA's spacecrafts fly toward the green planet.

INT. NABOO PALACE - TURRET ROOM - NIGHT

The multi-windowed room is filled with MEDICAL DROIDS busy monitoring equipment. SHMI floats in a bacta tank with tubes and wires surrounding her body. ANAKIN paces across the floor. AMIDALA enters.

AMIDALA: There is still no word from Senator Panaka. How is your mother?

ANAKIN: She has lapsed into a coma. She…

ANAKIN collapses on to the floor, crying. AMIDALA kneels beside him.

ANAKIN: This is my fault. If I hadn't fought Sebulba, we would have escaped. The Sith wanted me. I've killed her.

AMIDALA: (tearing) She's still alive, Ani. There's still hope.

ANAKIN: They were right. Obi-Wan and Yoda. What have I done?

The door slides open, and R2-D2 and C-3PO enter.

C-3PO: Is she getting any better? R2 and I have been terribly worried.

AMIDALA shakes her head: no.

C-3PO: This is all our fault. If we had been quicker in turning off the slave transmitters.

ANAKIN cries harder.

AMIDALA: 3PO, it wasn't anyone's fault.

C-3PO: She finally escapes slavery on that dreadful Tatooine and this happens. How awful!

ANAKIN snaps out of crying. He turns on the PROTOCOL DROID.

ANAKIN: We are not slaves! And there will be no more talk of Tatooine. Ever! I will never set foot on that planet again.

ANAKIN storms out of the room. AMIDALA watches him go, then turns to C-3PO.

C-3PO: Oh my. It seems I have said the wrong things.

AMIDALA: You must never mention these events again. R2, take C-3PO to have a memory wipe.

C-3PO: Memory wipe?! No, what if something goes wrong? My circuits could be forever damaged.

AMIDALA: 3PO, your owner needs you to. It's for the best.

AMIDALA exits the room, leaving the despondent DROID alone with R2-D2.

C-3PO: This is all your fault.

R2-D2 whistles.

C-3PO: That's not funny.

EXT. THEED PALACE GARDENS - NIGHT

Along the side of a river, a rich and beautiful tapestry of wild plants and vines grow in tall rows. ANAKIN lays a lawn in the middle of the garden. AMIDALA steps out into the moonlight.

AMIDALA: Here you are. I've been looking for you.

ANAKIN: Sorry, I wanted to be alone.

AMIDALA: Should I…?

ANAKIN: No. I'm glad you're here.

AMIDALA lies down in the grass next to him. ANAKIN stares longingly into her eyes.

ANAKIN: You are an angel. My whole life is spinning around me, yet you are here.

AMIDALA: I'll always be here for you, Anakin. Whatever path that might be.

ANAKIN: The time has come for me to start correcting my path. I must contact Chancellor Palpatine and inform him of Governor Tarkin's dubious deal with Jabba. I have to return to the Jedi Temple and complete my training. I owe it to my mother. But most importantly,

ANAKIN touches the pendant AMIDALA wears.

ANAKIN: I need to make sure you'll always be a part of my life.

AMIDALA: What are you saying?

ANAKIN: I'm saying… From the moment you stepped into my life, I knew that I was destined to be with you. I want you to be my wife, Amidala. I love you.

ANAKIN brings his lips to meet AMIDALA's. They embrace in a long passionate kiss.

EXT. CONCORD DAWN - MANDALORIAN FORT - DAY

Five large Hawk War Ships blast off from the fort's dock.

INT. MANDALORIAN FORT - PRISION

Four MANDALORIAN SOLDIERS enter the prison block. BOSS NASS and the GUNGAN dignitaries take notice and stand. The SOLDIERS remove their helmets; it's OBI-WAN, BAIL, JAR JAR, and KRILL KRAWL.

BOSS NASS: Binks! Yousa comin to freen us!

JAR JAR: Shush-en!

OBI-WAN: We must not alert the Mandalorians to our presence.

KRILL flips switches on a wall panel, and the electric rays shut down. The GUNGANS quickly rush to the exit. After the last GUNGAN is safely out of the cell, KRILL turns the electronic beams back on.

Suddenly, the prison goes dark. The lights have been killed. FOOTSTEPS. The lights return --
Twenty WARRIORS surround them. LORD MANDALORE and his SCOUT step up to greet them.

MANDALORE: You will hand your weapons over.

OBI-WAN and KRILL KRAWL give their lightsabers to MANDALORE, who hangs the lightsabers on his belt. BAIL ORGANA gives his blaster up.

SCOUT: Shall we terminate them?

MANDALORE: Not just yet. Place them back with the holding cell. We shall dispose of them at our victory celebration.

OBI-WAN: Victory celebration?

MANDALORE: Yes, our celebration for the successful occupation of Alderaan.

BAIL: No!

DARTH ONO parts the SOLDIERS to stand next to MANDALORE.

ONO: I shall take the Jedi. Lord Sidious wants a present.

MANDALORE parts his way through the TROOPS, who force the GUNGANS back into the holding cell. DARTH ONO removes a small metal tube from his cloak. The tube emits an electronic beam around the JEDI, constraining them.

INT. NABOO PALACE - AMIDALA'S QUARTER - DAY

The morning sun shines light through a window. ANAKIN is finishing putting on his Jedi cloaks and robes. On the bed, AMIDALA rolls over, sleeping. ANAKIN rubs AMIDALA's cheek with the back of his hand.

INT. NABOO PALACE - TURRET ROOM - DAY

ANAKIN enters the room, looks to SHMI still unconscious in the bacta tank.

ANAKIN: I'll fix everything, Mother. I promise.

INT. NABOO PALACE - THRONE ROOM - DAY

ANAKIN stands before a hologram of CHANCELLOR PALPATINE.

PALPATINE: If what you say is true, Governor Tarkin has overstepped his boundaries, albeit for a good cause. Tell me Anakin, how is your mother enjoying her freedom?

ANAKIN: She… We were attacked and my mother was injured. She has fallen into a coma. She may never recover.

PALPATINE: Well, then your only option is…

ANAKIN: Option, Chancellor Palpatine?

PALPATINE: The midi-chlorians.

ANAKIN: Midi-chlorians?

PALPATINE: You're a Jedi, surely they've told you of the power of the midi-chlorians?

ANAKIN: I have heard nothing. Supreme Chancellor, if there is any way to save my mother: I must know.

PALPATINE: Anakin, remember how I visited you in the Temple?

ANAKIN: Yes, I remember how shocked I was that you could enter without using the Force.

PALPATINE: Well Anakin, I did use the Force. In fact, I am aware of the midi-chlorians within all creatures. A story has been passed from generation to generation. The ancients believed it to be true.

ANAKIN: Yes…?

PALPATINE: The midi-chlorians have incredible healing powers. The belief is that the blood of a Jedi can resurrect the dead.

ANAKIN: Midi-chlorians…

PALPATINE: They are so powerful that upon death all Jedi are burned to prevent the midi-chlorians from falling into the wrong hands.

ANAKIN: This can't be true. It must be some warped tale.

PALPATINE: Possibly. Of course, if it is true, Jedi blood could save your mother. It would have to be the blood of a Jedi who passed the trials. One free from greed and fear. Anakin, I am sorry to have told you this. It is impossible. The blood of a Jedi. Impossible. I'm surprised Obi-Wan never told you. Forget I even mentioned it.

ANAKIN: Yes, I shall. Certainly. It would be impossible.

The hologram of PALPATINE sputters and fades away. ANAKIN stands alone. Then moves toward the turret room.

INT. NABOO PALACE - TURRET ROOM - LATER

Dressed in morning robes, AMIDALA enters.

AMIDALA: (calling) Anakin?

The room is empty. AMIDALA walks over to the bacta tank. IT IS EMPTY. SHE goes running for the door. R2-D2 rolls in followed by C-3PO. R2 whistles loudly.

AMIDALA: What's R2 saying?

C-3PO: R2's saying: "He's leaving. He's leaving." I'm not really sure what R2 is talking about. I really have no idea who 'he' is.

AMIDALA runs past him.

EXT. THEED - CENTRAL PLAZA - DAY

ANAKIN's spacecraft races off into the sky.

INT. NABOO PALACE - THRONE ROOM - DAY

AMIDALA walks with SIO BIBBLE and her ROYAL COUNCIL down a stairwell.

AMIDALA: I want a trace put on Anakin's vessel. And ready my ship.

SIO BIBBLE: Queen Amidala, please, I must speak to you.

AMIDALA: Not now, you can discuss the matter with Senator Panaka, if you must -

SIO BIBBLE: Senator Panaka is dead!

AMIDALA stops in her tracks.

SIO BIBBLE: He was with the Alderaan army. They were all killed.

AMIDALA: The Jedi Council?

SIO BIBBLE: They were lost as well. The Naboo fighters are all that's left. Yet our forces have no leaders and they are vulnerable to Mandalorian attack. They are unsure whether to return or continue with an undermanned rescue attempt of the Gungans.

AMIDALA walks to a window. The Central Plaza is empty. ANAKIN's ship is gone.

SIO BIBBLE: Queen Amidala, you are our leader. What are we to do?

EXT. CONCORD DAWN - VOLCANO - CAVERN - NIGHT

Rivers and pools of lava flow around small walk paths of gray and black rocks. On a center isle, OBI-WAN and KRILL KRAWL are trapped within electronic beams. Across a river of fire, DARTH ONO sits patiently watching.

KRILL: We must escape. The Mandalorians are going to execute the others

OBI-WAN: We must pray they get here soon.

KRILL: Who?

EXT. CONCORD DAWN - MANDALORIAN FORT - DOCK - NIGHT

A huge CROWD is gathered on the landing platforms. On a large metal rack, BAIL and the GUNGANS hang chained from every limb. LORD MANDALORE stand atop a floating platform in front of the 500 MANDALORIAN WARRIORS.

MANDALORE: Today, we overthrew the system of Alderaan.

A huge CHEER swells up with the WARRIORS.

MANDALORE: Begin your packing. We shall be abandoning this planet for our new home world soon. However, there is the matter of our enemies. (gesturing to the prisoners) In Mandalorian tradition, I shall offer them the opportunity to join us, pledge to honor our Mandalorian code, in exchange for their life. Governor Nass, you are a leader of men. Will you join our crusade?

BOSS NASS: No, mesa no killer.

MANDALORE raises a long metal rod. A white-hot ball of lava drips on the end.

MANDALORE: I gave you an opportunity. I respect your strength. You will die a noble death.

BOSS NASS squirms as LORD MANDALORE places the rod against his arm. The skin burns and melts across the GUNGAN's body. BOSS NASS begins to cook from within. He HOWLS in pain. Smoke pours out of BOSS NASS's mouth. In a final burst, BOSS NASS's neck snaps back and then his head falls forward. BOSS NASS is dead.

JAR JAR cries. LORD MANDALORE notices and moves to the frightened JAR JAR.

MANDALORE: What shall you say? Will you pledge to honor and obey the Mandalorian code?

JAR JAR stops crying, becoming stronger.

JAR JAR: No. Yousa murderer. Mesa pity yousa.

MANDALORE: So be it.

MANDALORE lowers the prod toward JAR JAR. When -

THE LIGHTS OF THE LOADING BAY GO OUT…

MANDALORE: What? Turn the lights back on!

On the far side of the dock, a long white light ignites. So bright, many MANDALORIANS shield their eyes. Then, high on a mountainside, a long blue light appears. On an opposing rocky cliff, a long green light appears.

MANDALORE: What's happening?!

Suddenly, more and more lights appear. From everywhere. In shades of blue and purple and green. As more and more lights illuminate the dock, it becomes clear… these are not lights. They are lightsabers. Hundreds of JEDI KNIGHTS line the terrain. Holding the pure white lightsaber, YODA floats in the air above the MANDALORIAN WARRIORS.

YODA: Same deal I shall offer you. Should you surrender now, no harm will befall you and your people.

LORD MANDALORE drops the rod, and raises a blaster.

MANDALORE: Never.

LORD MANDALORE fires his blaster at YODA. Without even moving his lightsaber, YODA stops the blast in mid-air. The shot slowly re-directs and heads right back at LORD MANDALORE, who tries to duck away. The blast slams into MANDALORE's shoulder.

Seeing this, the MANDALORIAN SOLDIERS begin firing randomly and any and every JEDI. The JEDI deflect most shots back at the MANDALORIANS. A battle rages with many WARRIORS and JEDI being struck down.

YODA floats down to the rack, and uses the Force to free the PRISONERS. BAIL ORGANA goes to the injured LORD MANDALORE and pulls the lightsabers from his belt. While the other Gungans run for cover, JAR JAR jumps into the battle.

EXT. CONCORD DAWN - VOLCANO - CAVERN - NIGHT

Jumping across the pool of lava, DARTH ONO lands in front of the trapped JEDI.

OBI-WAN: Surely, you have felt the arrival of the Jedi Knights. You have been defeated.

ONO: (smiling) Oh yes, I did feel the presence of your Jedi Knights. Yet I am afraid, it is you who have not felt the balance of power shifting.

ONO gestures to a dark cavern within the rocky wall. A dark blue light illuminates inside it. Out of the shadows walks DARTH SIDIOUS.

SIDIOUS: Release the Padawan.

ONO punches some buttons on his electronic armband. The beams break in two, freeing KRILL KRAWL while still forming a cell around OBI-WAN.

SIDIOUS: Come to me, Krill Krawl. Come to me and complete your destiny.

KRILL does not move, frozen in his tracks.

KRILL KRAWL: I will not.

SIDIOUS: Then, you will die.

Springing from SIDIOUS's fingers, giant electric streams tear through KRILL. The PADAWAN collapses to the ground in pain.

EXT. CONCORD DAWN - MANDALORIAN FORT - DOCK - NIGHT

The dock is a scene of chaos as JEDI and MANDALORIANS battle in a vicious fight. BAIL and JAR JAR hold their own, shooting down MANDALORIANS left and right. YODA moves with the grace of a dancer. His floating white lightsaber protects his back, while his hands deflect shots from the front.

Over head, Mandalorian fighters swoop over the dock, dropping torpedoes. The subsequent EXPLOSIONS kill JEDI and MANDALORIANS alike.

BAIL: We've got to stop those fighters! They'll kill all of us!

The atmosphere rumbles as dozens of N-1 Naboo starfighters rocket down from the sky and begin engaging the Mandalorian fighters.

INT. NABOO FIGHTER - COCKPIT - CONCORD DAWN

QUEEN AMIDALA spins her yellow fighter in between two Mandalorian fighters.

AMIDALA: Keep their fighters away from the Jedi!

The QUEEN's ship chases the tail of a Mandalorian fighter.

AMIDALA: Lock on that fighter, R2!

R2 WHISTLES in response. AMIDALA fires a torpedo, which DESTROYS the enemy fighter.

EXT. CONCORD DAWN - VOLCANO - CAVERN - NIGHT

OBI-WAN watches hopelessly as KRILL struggles back to his feet.

DARTH SIDIOUS: So much for your Jedi strength. Darth Ono, give Krill Krawl one of your lightblades.

DARTH ONO looks across the pool of lava to his master, DARTH SIDIOUS. Seriously?

DARTH SIDIOUS: I said give him a lightblade!

ONO unhooks one light blade from his belt, and tosses it at the feet of the PADAWAN. KRILL KRAWL immediately ignites it. ONO ignites his remaining lightblade.

OBI-WAN: Be careful, Krill. Don't use aggression.

DARTH SIDIOUS: Now Krill Krawl, you shall strike down the killer of Mace Windu.

ONO: Lord Sidious, why?

DARTH SIDIOUS: I sent you to Tatooine to retrieve Skywalker, Lord Ono. And you have failed me. I need a stronger apprentice. The two of you shall fight for your place within the Sith.

KRILL KRAWL: I do not wish to join you.

DARTH SIDIOUS: If you want to live, you'll have to embrace the power of the dark side. And I am quite aware of your desire to live.

As KRILL looks at SIDIOUS, DARTH ONO sees his chance and attacks. KRILL desperately blocks each attack, retreats on the small isle.

EXT. CONCORD DAWN - MANDALORIAN FORT - DOCK - NIGHT

A dying LORD MANDALORE crawls through the fighting. A foot smashes down on his back, slamming his body to the ground. Looking up he sees BOBA FETT.

BOBA FETT: I came back for my armor.

Raising a pistol, BOBA FETT fires a shot into LORD MANDALORE's back. The BOUNTY HUNTER bends down and rolls the dead MANDALORE on to his back; tears the chest plate off. BOBA FETT places the armor over his own chest and begins his retreat. HE passes a MANDALORIAN WARRIOR and a PADAWAN fighting. Without a second thought, BOBA FETT fires two shots killing them both. FETT rips off the helmet of the downed SOLDIER. Pulling out a long blade, BOBA FETT slices off the dead PADAWAN's braid. After collecting his prize, BOBA FETT fires the jetpack on his back, and flies away into the night.

EXT. CONCORD DAWN - VOLCANO - CAVERN - NIGHT

KRILL dodges and escapes DARTH ONO's attacks. HE kicks the SITH down to the ground.

KRILL: Obi-Wan, help me!

OBI-WAN: You must put the fear of dying out of your mind. Trust your instincts, you can defeat him.

In a flash, ONO jumps to his feet and battles KRILL back to the edge of the lava. KRILL drops to his knees. ONO stands victoriously over the frightened PADAWAN.

KRILL: I surrender. I surrender. Don't kill me!

ONO: You are a pathetic piece of slime. More than pathetic… you are weak.

DARTH SIDIOUS lets out an evil LAUGH. ONO turns to his MASTER, losing focus on KRILL KRAWL who is fuming mad.

ONO: What find you so funny, Master?

DARTH SIDIOUS: Darth Ono, you are a stupid beast. Did you really think you could defeat a human? I can feel the hate swelling within Krill Krawl.

DARTH ONO turns to his attention back to KRILL, just as the PADAWAN launches a furious attack. ONO screams as KRILL KRAWL slices off his left foot. KRILL KRAWL hops to his feet and quickly gains the advantage over the injured SITH. Filled with rage, KRILL KRAWL chops off DARTH ONO's right hand. ONO collapses.

KRILL KRAWL: Who is weak now? Who is weak now!!!

OBI-WAN: Krill, you must release your anger!

KRILL KRAWL: Why! So this feeble creature can gain an advantage over me again?

DARTH SIDIOUS: Now release your anger and strike him down!

KRILL swings his lightblade and slices DARTH ONO in two. DARTH SIDIOUS cackles.

EXT. CONCORD DAWN - MANDALORIAN FORT - DOCK - NIGHT

Five MANDALORIANS surround YODA. Closing his eyes, YODA's white lightsaber shoots out five rays which bore into the five WARRIORS.

QUEEN AMIDALA's fighter rockets through the sky. Shooting down multiple Mandalorian fighters.

EXT. CONCORD DAWN - VOLCANO - CAVERN - NIGHT

KRILL KRAWL stands victorously over the fallen DARTH ONO.

SIDIOUS: You can feel the new power within you.

KRILL: I have more power. I'm strong.

SIDIOUS: Stronger than you've ever been before. You have one last step to take Krill Krawl. You must destroy your Jedi Master.

KRILL takes the electronic wristband off the fallen DARTH ONO, places it on his own wrist. Pressing a few buttons, the electronic beams around OBI-WAN begin to shrink.

OBI-WAN: Krill, don't do this! There's still time to turn back.

DARTH SIDIOUS: Finish him, and meet me at my ship.

DARTH SIDIOUS disappears back into the dark cavern. KRILL sees this and begins walking across a bridge of stones to the cave. Turning back --

KRILL: I am no longer the student, Obi-Wan.

The 'cell' becomes so small the sides begin touching OBI-WAN's tunic. The cloak catches fires. The JEDI has no choice but to ball up as much as possible.

KRILL: Now I am the master.

OBI-WAN: I'm sorry, Krill.

Holding his hand out, using the Force, OBI-WAN shakes the stones underneath KRILL's feet. The rock bridge collapses beneath him. KRILL KRAWL dives on to another isle of rocks, but his right hand plunges into the lava. The electronic wristband melts, causing the electronic beam around OBI-WAN to break up and disappear. A bloodied OBI-WAN fights to breathe. Across the ravine, in the cavern, KRILL KRAWL hobbles away, escaping.

OBI-WAN tries desperately to stand, WHEN A HAND PUSHES HIM BACK TO THE GROUND --

A shadowy FIGURE sticks a metal vial up to OBI-WAN's injuries.

OBI-WAN: Who are you? Let me stand.

The dark FIGURE pushes down harder on OBI-WAN. The injured JEDI is too weak to fight back. OBI-WAN closes his eyes, reaching out through the Force. With a jolt, OBI-WAN opens his eyes, no longer fighting the ASSAILIANT. The vial slowly fills with blood.

Unseen to OBI-WAN, ANAKIN places a cap on the vial and disappears into the night. OBI-WAN stands. He is alone.

EXT. CONCORD DAWN - MANDALORIAN FORT - DOCK - NIGHT

The MANDALORIAN ARMY is no match for the JEDI KNIGHTS. JAR JAR and BAIL ORGANA stop firing, the war is over. YODA turns his lightsaber off. The remaining MANDALORIANS are quickly dispatched.

The JEDI gather to form a circle in the middle of the dock. They fall to their knees in silent grief.

JAR JAR notices the incredible number of fallen SOLDIERS and JEDI. The GUNGAN begins to cry. QUEEN AMIDALA, R2-D2, and NABOO PILOTS appear on to the dock. AMIDALA walks to BAIL ORGANA, places an arm around him.

AMIDALA: It's over.

BAIL ORGANA: I'm afraid not, sister. While our troops were being massacred here, a squadron of Mandalorians overthrew Alderaan. We may have defeated their forces here, but they still have control of my planet.

AMIDALA: Your people gave their lives to rescue the Gungans of Naboo. And the Naboo will fight to regain the freedom of your planet. We will have a second war. That war will see us clone our strategy, which led to victory tonight and shall defeat the Mandalorians once and for all.

A slightly deranged OBI-WAN KENOBI staggers on to the dock. AMIDALA goes to him.

AMIDALA: Obi-Wan? Are you all right?

OBI-WAN: Yes, I am fine. I must speak with Master Yoda.

AMIDALA: Do you know where Anakin is? He has vanished!

OBI-WAN: Anakin has - (stopping himself) I am not sure where he is… I

AMIDALA: His mother. He was so distraught over losing her. If I hadn't been so foolish to begin a rescue mission, he wouldn't have come to Tatooine. Every thing would have been fine.

OBI-WAN: No, this is my fault. All my fault. I left a padawan, who needed more training. And took on another I couldn't train. I shall begin a search immediately. Don't worry, I'll find him.

AMIDALA pulls ANAKIN's pendant from her uniform. She places it in OBI-WAN's hands.

AMIDALA: (crying) Take this. For good luck.

OBI-WAN: I will find Anakin, Amidala. You must not cry. I promise.

OBI-WAN brushes a tear off AMIDALA's cheek. The JEDI pulls the crying QUEEN into his arms. They hug.

On a high cliff, overlooking the dock…

ANAKIN watches AMIDALA and OBI-WAN embrace. HE sees the pendant in OBI-WAN's hands…

INT. GALACTIC SENATE - MAIN ROTUNDA

Thousands of SENATORS and their AIDES sit in the huge assembly area. CHANCELLOR PALPATINE and GOVERNOR TARKIN stand on the elevated platform in the center.

PALPATINE: Our systems are in a dire position. These Mandalorian attacks have made resources scarce. The systems need supplies, and they are being forced to smuggle them in because our trade lanes are being destroyed. Even our most faithful protectors, the Jedi have not been able to stop the aggressors. As such, I see no other course of action available. We shall take the profits from trade and funnel them into the creation of a Galactic Army.

This causes a great stir within the assembly. The loud murmur crescendos into a roar of approval and jeers. TARKIN bangs a gavel down.

TARKIN: Order!

PALPATINE: An army is the only option to deter this terrorism. And I demand a vote now on the matter. Do you want to leave our trade lanes vulnerable to attacks? Or do you want: Protection now!

The assembly grows passionate. Slowly, the SENATORS' chant grows in volume.

ASSEMBLY: Protection now! Protection now! Protection now!

On the Chancellor's platform, PALPATINE extends his hand a little farther, a little farther. The ASSEMBLY grows even louder. From the movement of PALPATINE's hand, it is obvious the SUPREME CHANCELLOR is performing the JEDI MIND TRICK…

The chant grows even louder.

Iris out.

THE END

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Written by Fitten