Star Wars - Episode I: The Phantom Menace (Script)

Turmoil has engulfed the Galactic Republic. The taxation of trade routes to outlying star systems is in dispute.

Hoping to resolve the matter with a blockade of deadly battleships, the greedy Trade Federation has stopped all shipping to the small planet of Naboo.

While the congress of the Republic endlessly debates this alarming chain of events, the Supreme Chancellor has secretly dispatched two Jedi Knights, thе guardians of peace and justice in thе galaxy, to settle the conflict...

PAN DOWN to reveal a small space cruiser heading TOWARD CAMERA at great speed. PAN with the cruiser as it heads toward the beautiful green planet of Naboo, which is surrounded by hundreds of Trade Federation battleships.

INT REPUBLIC CRUISER - COCKPIT

In the cockpit of the cruise, the CAPTAIN and PILOT maneuver closer to one of the battleships.

QUI-GON: (off screen voice) Captain.

The Captain turns to an unseen figure sitting behind her.

CAPTAIN: Yes, sir?

QUI-GON: (V.O) Tell them we wish to board at once.

The CAPTAIN looks to her view screen, where NUTE GUNRAY, a Neimoidian trade viceroy, waits for a reply.

CAPTAIN: With all due respect, the Ambassadors for the Supreme Chancellor wish to board immediately.

NUTE: Yes, yes, of course... as you know, our blockade is perfectly legal, and we'd be happy to receive the Ambassador.

The screen goes black. Out the cockpit window, the sinister battleship looms ever closer.

EXT FEDERATION BATTLESHIP - DOCKING BAY - SPACE (FX)

The small space cruiser docks in the enormous main bay of the Federation battleship.

INT FEDERATION BATTLESHIP - DOCKING BAY - SPACE

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

The door opens, and the Republic cruiser can be seen in the docking bay. Two darkly robed figures are greeted by TC-14.

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

They move off down the hallway.

INT FEDERATION BATTLESHIP - CONFERENCE ROOM

A door slides open, and the two cloaked shapes are led PAST CAMERA into the formal conference room by TC-14.

TC-14: We are greatly honored by your visit Ambassadors. Make yourselves comfortable. My master will be with you shortly.

The droid bows before OBI-WAN KENOBI and QUI-GON JINN. She backs out the door and it closes. The JEDI lower their hoods and look out a large window at the lush green planet of Naboo. QUI-GON forty years old, has long brown hair in a ponytail. He is tall and striking, with blue eyes. OBI-WAN is twenty five, with very short brown hair, pale skin, and blue eyes.

OBI-WAN: I have a bad feeling about this.

QUI-GON: I don't sense anything.

OBI-WAN: It's not about the mission, Master, it's something... elsewhere... elusive.

QUI-GON: Don't center on your anxieties, Obi-Wan. Keep your concentration here and now where it belongs.

OBI-WAN: But Master Yoda says I should be mindful of the future...

QUI-GON: ... but not at the expense of the moment. Be mindful of the living Force, my young Padawan.

OBI-WAN: Yes, Master.

They walk over to the window and gaze out into space.

OBI-WAN: (cont'd) How do you think the trade viceroy will deal with the chancellor's demands?

QUI-GON: These Federation types are cowards. The negotiations will be short.

INT FEDERATION BATTLESHIP - BRIDGE

NUTE GUNRAY and DAULTRAY DOFINE stand, stunned, before TC-14.

NUTE: (shaken) What?!? What did you say?

TC-14: The Ambassadors are Jedi Knights, I believe.

DOFINE: I knew it! They're here to force a settlement.

NUTE: Distract them. I will contact Lord Sidious.

DOFINE: Are you brain dead? I'm not going in there with two Jedi! Send the droid.

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

INT FEDERATION BATTLESHIP - CONFERENCE ROOM

QUI-GON and OBI-WAN sit at the large conference table.

OBI-WAN: Is it in their nature to make us wait this long?

The door to the conference room slides open, and TC-14 enters with a tray of drinks and food.

QUI-GON: No... I sense an unusual amount of fear for something as trivial as this trade dispute.

TC-14 walks over to OBI-WAN who takes a drink. The droid then walks over to QUI-GON who takes a drink as TC-14 leaves the room.

INT FEDERATION BATTLESHIP - BRIDGE

NUTE, DOFINE, and RUNE HAAKO are before the hologram of DARTH SIDIOUS, a robed figure whose face is obscured by a hood.

DARTH SIDIOUS: What is it?

DOFINE: ... This scheme of yours has failed, Lord Sidious. The blockade is finished! We dare not go against these Jedi.

DARTH SIDIOUS: Viceroy, I don't want this stunted slim in my sight again.

NUTE gives DOFINE a stern look and DOFINE bows his head in shame as he turns and walks away.

DARTH SIDIOUS: This turn of events is unfortunate. We must accelerate our plans. Begin landing your troops.

NUTE: My Lord, is that... legal?

DARTH SIDIOUS: I will make it legal?

NUTE: And the... Jedi?

DARTH SIDIOUS: The Chancellor should have never brought them into this. Kill them, immediately.

NUTE: Yes... yes, My Lord. As you wish.

INT REPUBLIC CRUISER - COCKPIT - DOCKING BAY

In the cockpit of the cruiser, the CAPTAIN and PILOT look up to see a gun turret swing around and point directly at them.

PILOT: Captain?! Look!!

The CAPTAIN looks up and just seconds before they are fired upon says something inaudible.

EXT FEDERATION BATTLESHIP - HANGAR BAY - SPACE (FX)

The battleship gun fires and the republic cruiser EXPLODES.

INT FEDERATION BATTLESHIP - CONFERENCE ROOM

QUI-GON and OBI-WAN leap to a standing position with their laser swords drawn. TC-14 jumps back, started, spilling the drinks on the tray.

TC-14: ... Sorry.

QUI-GON and OBI-WAN turn off their laser swords and listen intently. A faint hissing sound can be heard.

QUI-GON: Dioxin!

INT FEDERATION BATTLESHIP - HALLWAY

A hologram of NUTE , surrounded by BATTLE DROIDS, appears in the conference room hallway.

NUTE: They must be dead by now. Destroy, what's left of them.

The hologram fades off, as a BATTLE DROID, OWO-1, cautiously opens the door. A deadly green cloud billows from the room. BATTLE DROIDS cock their weapons as a figure stumbles out of the smoke. It is TC-14 , carrying the tray of drinks.

TC-14: Oh, excuse me.

The PROTOCOL DROID passes the armed camp.

OWO-1: Check it out Corporal. We'll cover you.

BATTLE DROID: Roger, roger.

Two flashing laser swords suddenly fly out of the deadly fog.

OWO-1: Uh-oh, blast them...

The two Jedi start cutting down BATTLE DROIDS as the droids fire on them. OBI-WAN jumps in the air and does a mid-air flip as he deflects laser bolts.

INT FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE watch OWO-1 on the viewscreen.

OWO-1 is suddenly cut in half. RUNE gives NUTE a worried look.

NUTE: What is going on down there?

The bridge is a cacophony of alarms.

TEY HOW: We've lost the transmission, sir.

RUNE: Have you ever encountered a Jedi Knight before, sir?

NUTE: Well, no, but I don't... (panicked) Seal off the bridge.

TEY HOW: Yes sir.

RUNE: That won't be enough, sir.

NUTE: I want droidekas up here at once!!!

RUNE: We will not survive this.

The doors to the bridge SLAM shut.

INT FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

QUI-GON cuts several BATTLE DROIDS in half, creating a shower of sparks and metal parts. OBI-WAN raises his hand, sending several BATTLE DROIDS crashing into the wall.

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

INT FEDERATION BATTLESHIP - BRIDGE

The CREW is very nervous as sparks start flying around the bridge door. QUI-GON and OBI-WAN are on the view screen.

NUTE: Close the blast doors!!!

The huge, very thick blast door slams shut, followed by a second door, then a third. There is a hissing sound as the huge doors seal shut.

NUTE: That will hold them.

QUI-GON s tabs the door with his sword. The screen goes black as a red spot appears in the center of the blast door. OBI-WAN cuts down another BATTLE DROID in defense of his Master.

RUNE: ... They're still coming through!

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

NUTE: This is impossible!!

RUNE: Where are those droidekas?!

INT FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

Two ugly destroyer WHEEL DROIDS roll down the hallway at full speed. Just before they get to the bridge area, they stop and transform into their battle configuration.

OBI-WAN: Master, destroyers.

QUI-GON stops penetrating the blast doors and turns to fight off the destroyer droids with OBI-WAN. The droids start to shoot their laser guns at the Jedi and an invisible shield appears around them.

OBI-WAN: They have shield generators.

QUI-GON: It's a standoff! Let's go!

QUI-GON and OBI-Wan leave the hallway just outside the bridge as the two destroyer droids turn around and continue shooting. The Jedi materialize at the far end of the hallway and dash through the doorway that slams shut. The WHEEL DROIDS blast away at the two JEDI with their laser swords.

INT FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand on the bridge, watching the view screen as the WHEEL DROIDS' POV speeds to the doorway.

RUNE: ... They're no match for droidekas.

TEY HOW: Sir, they've gone up the ventilation shaft.

INT FEDERATION BATTLESHIP - MAIN BAY

QUI-GON and OBI-WAN appear at a large vent in a giant hanger bay. They are careful not to be seen. Thousands of BATTLE DROIDS are loading onto landing craft.

QUI-GON: Battle droids.

OBI-WAN: It's an invisible army.

QUI-GON: This is an odd play for the Trade Federation. We've got to warn the Naboo and contact Chancellor Valorum. Let's split up. Stow aboard separate ships and meet down on the planet.

OBI-WAN: You were right about one thing, Master. The negotiations were short.

INT FEDERATION BATTLESHIP - BRIDGE

TEY HOW receives a transmission.

TEY HOW: Sir, a transmission from the planet.

RUNE: It's Queen Amidala herself.

NUTE: At last we're getting results.

On the view screen, QUEEN AMIDALA appears in her throne room. Wearing her elaborate headdress and robes, she sits, surrounded by the GOVERNING COUNCIL and FOUR HANDMAIDENS, EIRTAE, YANE, RABE, and SACHE.

NUTE: (cont'd) Again you come before me, Your highness.

AMIDALA: You will not be pleased when you hear what I have to say, Viceroy ... Your trade boycott of our planet has ended.

NUTE smirks at RUNE.

NUTE: I was not aware of such a failure.

AMIDALA: I'm aware the Chancellor's Ambassadors are with you now, and that you have been commanded to reach a settlement.

NUTE: I know nothing of any Ambassadors ... you must be mistaken.

AMIDALA, surprised at his reaction, studies him carefully.

AMIDALA: Beware, Viceroy....the Federation has gone too far this time.

NUTE: We would never do anything without the approval of the Senate. You assume too much.

AMIDALA: We will see.

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

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

NUTE: It's too late now.

RUNE: Do you think she suspects an attack?

NUTE: I don't know, but we must move quickly to disrupt all communications down there.

INT NABOO PALACE - THRONE ROOM

The QUEEN, EIRTAE, SACHE and her Governor, SIO BIBBLE, stand before a hologram of SENATOR PALPATINE, a thin, kindly man.

PALPATINE: ...The negotiations haven't started because the Ambassadors aren't there? How could that be true? I have assurances from the Chancellor... his Ambassadors did arrive. It must be the... get... negotiate...

The hologram of PALPATIONE sputters and fades away.

AMIDALA: Senator Palpatine?!? (turns to Panaka) What's happening?

CAPTAIN PANAKA turns to his SARGEANT

CAPT. PANAKA: Check the transmission generators...

BIBBLE: A communications disruption can only mean one thing. Invasion.

AMIDALA: The Federation would not dare go that far.

CAPT. PANAKA: The Senate would revoke their trade franchise, and they'd be finished.

AMIDALA: We must continue to rely on negotiation.

BIBBLE: Negotiation? We've lost all communications! ... and where are the Chancellors Ambassadors?

CAPT. PANAKA: This is a dangerous situation, Your Highness. Our security volunteers will be no match against a battle-hardened Federation army.

AMIDALA: I will not condone a course of action that will lead us to war.

EXT SPACE LANDING CRAFT - TWILIGHT (FX)

Six landing craft fly in formation toward the surface of the planet Naboo.

EXT NABOO SWAMP - SHALLOW LAKE - TWILIGHT

Three landing craft slowly descend through the cloud cover of the perpetually gray twilight side of the planet. One by one, the Federation warships land in the eerie swamp.

TROOP TRANSPORTS (MTT's) emerge from the landing craft as a HALF DOZEN BATTLE DROIDS on STAPS fly by.

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

The droid invasion force moves out of the swamp and onto a grassy plain. OOM-9, in his tank, looks out over the vast ARMY marching across the rolling hills. A small hologram of RUNE and NUTE stands on the tank.

OOM-9: Yes, Viceroy?

RUNE: Captain, we've searched the ship and there is no trace of the Jedi. They may have got on onto one of your landing craft.

OOM-9: If they are down here, sir, we'll find them.

NUTE: Use caution. These Jedi are not to be underestimated.

EXT NABOO SWAMP - TWILIGHT

QUI-GON runs through the strange landscape, glancing back to see the monstrous troop transports, emerging from the mist.

Animals begin to run past him in a panic.

An odd, frog-like GUNGAN, JAR JAR B INKS, squats holding a clam he has retrieved from the murky swamp. JAR JAR looks up and sees QUI-GON and the other creatures running like the wind toward him. One of the huge MTT's bears down on the JEDI like a charging locomotive. JAR JAR stands transfixed, still holding the clam shell in one hand.

JAR JAR: Oh, noooooooooo!

QUI-GON: Quick! Get out of here!

JAR JAR drops the shell and leaps onto QUI-GON as he mumbles something inaudible. The JEDI is caught by surprise.

QUI-GON: Get off!

JAR JAR continues to mumble something. The machine is about to crush them as QUI-GON drops to the ground. JAR JAR goes splat into the mud with him. The transport races overhead.

QUI-GON and JAR JAR pull themselves out of the mud. They stand watching the war machine disappear into the mist.

JAR JAR: Whas dat?

QUI-GON starts to walk away to find OBI-WAN. JAR JAR runs after him.

JAR JAR: Hey wait!

JAR JAR: Oyi, mooie-mooie! I luv yous!

QUI-GON: You almost got us killed! Are you brainless?

JAR JAR: I spake.

QUI-GON: The ability to speak does not make you intelligent. Now get outta here!

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

JAR JAR: No... no! Mesa stay...Mesa culled Ja Ja Binksss. Mesa yous humble servaunt.

QUI-GON: That won't be necessary.

JAR JAR: Oh boot tit tis! Tis demunded byda guds it tis.

In the distance, two STAPS burst out of the mist at high speed, chasing OBI-WAN.

JAR JAR: (cont'd) Oh, nooooo!

QUI-GON throws JAR JAR into the mud.

QUI-GON: Stay down!

The two troops fire laser bolts at OBI-WAN. QUI-GON deflects the bolts back, and the STAPS blow up. One-two. OBI-WAN is exhausted and tries to catch his breath. Suddenly, JAR JAR pops up.

JAR JAR: Yousa sav-ed my again!

OBI-WAN: What's this?

QUI-GON: A local. Let's go, before more of those droids show up.

JAR JAR: Mure? Mure did you spake??!?

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

JAR JAR: (cont'd) Ex-squeeze me, but de mosta safest place would be GungaCity. Tis where I grew up ... Tis a hidden city.

They all stop.

QUI-GON: A city!

JAR JAR nods his head.

JAR JAR: Uhhu.

QUI-GON: (cont'd) Can you take us there?

JAR JAR: Ahhh, ... on second taut ... no, not willy, no.

QUI-GON: No??!

JAR JAR: Iss embarrissing, boot ahh... My afrai my've bean banished. My forgoten der Bosses would do terrible tings to my. Terrible tings if my goen back dare.

A PULSATING SOUND is heard in the distance.

QUI-GON: You hear that?

JAR JAR: Yeah.

QUI-GON: (cont'd) That's the sound of a thousand terrible things heading this way...

OBI-WAN: If they find us, they will crush us, grind us into little pieces, then blast us into oblivion!

JAR JAR: Oh! Yousa point is well said. Dis way! Hurry!

JAR JAR turns and runs into the swamp.

EXT NABOO SWAMP LAKE - TWILIGHT

QUI-GON, OBI-WAN and JAR JAR run into a murky lake and stop as JAR JAR tries to catch his breath. The TRANSPORTS ARE HEARD in the distance.

QUI-GON: How much farther?

JAR JAR: Wesa goen underwater, okeyday?

QUI-GON and OBI-WAN pull out small capsule from their utility belts that turn into breathing masks.

JAR JAR: (cont'd) ... and my warning yous. Gungans no liken outsiders, so don't expicin wern welcome.

OBI-WAN: Don't worry, this has not been our day for warm welcomes.

JAR JAR jumps, yells out, does a double somersault with a twist, and dives into the water.

Breath masks on, QUI-GON and OBI-WAN wade in after him. Before they continue, JAR JAR surfaces.

JAR JAR: Ahh... yousa follow me now, okeyday?

EXT NABOO LAKE - UNDERWATER

QUI-GON and OBI-WAN swim behind JAR JAR, who is very much at home in the water. Down they swim into murky depths. In the distance the glow of Otoh Gunga, an underwater city made up of large bubbles, becomes more distinct.

They approach the strange, art nouveau habitat. JAR JAR swims magically through one of the bubble membranes, which seals behind him. OBI-WAN and QUI-GON follow.

INT OTOH GUNGA - CITY SQUARE

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

JAR JAR: Sooo good beein home.

Two GUNGANS start talking gibberish. JAR JAR and the JEDI walk a little further as a GUNGAN, CAPTAIN TARPALS, armed with a long electro-pole rides up on a two-legged KAADU into the square.

CAPT. TARPALS: Hey yousa, stopa there.

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

CAPT. TARPALS: Noah gain, Ja Ja. Yousa goen tada Bosses. Yousa in big dudu this time.

JAR JAR hangs his head and wines. Another GUARD comes up on KAADU armed with an electro-pole and gives JAR JAR a slight zap with his power pole. JAR JAR jumps and moves off, followed by the two JEDI.

JAR JAR: How wude.

INT OTOH GUNGA - HIGH TOWER BOARD ROOM

The Bosses' Board Room has bubble walls, with small lighted fish swimming around outside like moving stars. A long circular judge's bench filled with GUNGAN OFFICIALS dominates the room. OBI-WAN and QUI-GON stand facing BOSS NASS, who sits on a bench higher than the others.

BOSS NASS: Yousa cannot bees hair. Dis army of mackineeks up dare tis new weesong!

QUI-GON: That droid army is about to attack the Naboo. We must warn them.

BOSS NASS: Wesa no like da Naboo! Da Naboo tink day so smarty. Day tink day brains so big.

OBI-WAN: Once those droids take control of the surface, they will take control of you.

BOSS NASS: Mesa no tink so. Dey not know of uss-en.

OBI-WAN: You and the Naboo form a symbiont circle. What happens to one of you will affect the other. You must understand this.

BOSS NASS: Wesa no care-n about da Naboo.

QUI-GON: (waves his hand) Then speed us on our way.

BOSS NASS: Wesa gonna speed yousaway.

QUI-GON: We could use a transport.

BOSS NASS: Wesa give yousa una bongo. Da speedest way tooda Naboo tis goen through da core. Now go.

QUI-GON: Thank you for your help. We leave in peace.

QUI-GON and OBI-WAN turn to leave.

OBI-WAN: Master, what's a bongo?

QUI-GON: A transport, I hope.

The JEDI notice JAR JAR in chains to one side, waiting to hear his verdict. QUI-GON stops. JAR JAR gives him a forlorn look.

JAR JAR: Daza setten yousa up. Goen through da planet core is bad bombin!! Ahhh... any hep hair would be hot.

JAR JAR's soulful look is counter-pointed by a sheepish grin.

OBI-WAN: Master, we're short of time.

QUI-GON: We'll need a navigator to get us through the planet's core. This Gungan my be of help.

QUI-GON walks back to BOSS NASS.

QUI-GON: (cont'd) What is to become of Jar Jar Binks here?

BOSS NASS: Hisen to be pune-ished.

JAR JAR hangs his head and wines.

QUI-GON: I have saved his life. He owes me what you call a "life.debt." QUI-GON waves his hand.

QUI-GON: Your gods demand that his life belongs to me now.

BOSS NASS: Binks. Yousa haveda liveplay with thisen hisen?

JAR JAR: Ah-huh.

BOSS NASS: Begone wit him.

JAR JAR: Count mesa outta dis one! Better dead here, den deader in da core...Yee guds, whata mesa sayin?!

EXT NABOO CITY - UNDERWATER - SUB (FX)

A strange little submarine propels itself away from the Otoh Gunga, leaving the glow of the settlement in the distance.

INT SUB COCKPIT - UNDERWATER

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

JAR JAR: Dis is nutsen... Ooo, gooberfish!

OBI-WAN: Why were you banished, Jar Jar?

JAR JAR: Tis a longo taleo, buta small part of it wawdbe mesa... aaaa..... clumsy.

OBI-WAN: You were banished because you were clumsy?

JAR JAR: Ahh... Yousa mighten be sayin dat.

JAR JAR veers the craft to the left and turns the lights on. The coral vistas are grand, fantastic, and wondrous.

As the little sub glides into the planet core, a large dark shape begins to follow.

JAR JAR: Mesa cause-ed mabee one or duey lettal bitty axadentes...yud-say boom da gasser, un crash Der Bosses heyblibber...den banished.

Suddenly there is a loud CRASH, and the little craft lurches to one side. QUI-GON looks around and sees a huge, luminous

OPEE SEA KILLER has hooked them with its long gooey tongue.

JAR JAR: Uh-oh. Big gooberfish. Huge Opee.

Suddenly an even larger monster has attacked the OPEE SEA KILLER.

QUI-GON: There's always a bigger fish.

As the sub zooms away they see a larger set of jaws, munching on the hapless KILLER. The jaws belong to the incredible SANDO AQUA MONSTER. The lights on the tiny sub begin to flicker as they cruise deeper into the gloom.

INT FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

NUTE: The invasion is on schedule, My Lord.

DARTH SIDIOUS: I have the Senate bogged down in procedures. They will have no choice but to accept your control of the system.

NUTE: The Queen has great faith the Senate will side with her.

DARTH SIDIOUS: Queen Amidala is young and naive. You will find controlling her will not be difficult.

NUTE: Yes, My Lord.

DARTH SIDIOUS fades away.

RUNE: You didn't tell him about the missing Jedi?

NUTE: No need to report that to him, until we have something to report.

INT SUB COCKPIT - UNDERWATER

JAR JAR: Where wesa goin.

QUI-GON: Don't worry, the Force will guide us...

JAR JAR: Ooooh, maxibig..."da Force"...Well, dat smells stinkowiff.

An alarm sounds on the control panel.

OBI-WAN: ... we're losing power.

JAR JAR: Oh, no...

OBI-WAN lands the sub in a cave and the lights go out.

JAR JAR: Oh, wesa diein here.

QUI-GON: Just relax. We're not in trouble yet.

JAR JAR: What yet? Monstairs out dare! Leak'n in here, all'n sink'n, and nooooo power! You nutsen! WHEN YOUSA TINKEN WESA IN TROUBLE?!!!?

The wires start to spark.

OBI-WAN: Power's back.

The lights flicker on, revealing an ugly COLO CLAW FISH right in front of them.

The large COLO CLAW FISH is surprised and rears back. The sub turns around and speeds away.

JAR JAR continues to panic and babble incoherently.

QUI-GON: Relax.

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

OBI-WAN: You overdid it.

The COLO CLAW FISH leaps after the fleeing sub. The sub narrowly avoids the deadly teeth of the AQUA MONSTER. The COLO CLAW FISH chasing them isn't so lucky. It is munched in half by the larger predator.

JAR JAR regains consciousness.

QUI-GON: Head for that outcropping.

JAR JAR: Oie Boie!

The little sub speeds away.

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

The long columns of the DROID ARMY move down the main road leading to Theed, the Naboo capital.

EXT THEED PLAZA - DAY (FX)

As the QUEEN watches helplessly from a window in the palace, a transport carrying NUTE and RUNE lands in Theed Plaza. They exit the transport.

OOM-9: Viceroy, we have captured the queen.

NUTE: Ah, victory!

INT NABOO LAKE - UNDERWATER - SUB (FX)

The little sub continues to propel itself toward the surface, which is brightly lit.

EXT THEED - ESTUARY - DAY

Paradise. Billowing clouds frame a romantic body of water. There is a LOUD RUSH OF BUBBLES, and a small sub bobs to the surface.

JAR JAR: Oo. Dis seem uverly.

QUI-GON stands and looks around to see if the coast is clear.

INT THEED - PALACE - DAY

QUEEN AMIDALA, SIO BIBBLE, and FIVE OF HER HANDMAIDENS (EIRTAE, YANE, PADME, RABE, SACHE) are surrounded by a half dozen DROIDS. CAPTAIN PANAKA and FOUR NABOO GUARDS are also with them as they are lead down stairs to the main floor. NUTE and RUNE are walking with the group.

BIBBLE: ...how will you explain this invasion to the Senate?

NUTE: The Queen and I will sign a treaty that will legitimize our occupation here. I assurances it will be ratified by the Senate.

AMIDALA: I will not co-operate.

NUTE: Now, now, your Highness. In time, the suffering of your people will persuade you to see our point of view. Commander?

OOM-9 steps forward.

OOM-9: Yes, sir!

NUTE: Process them.

OOM-9 turns to his sergeant.

OOM-9: Captain, take them to Camp Four.

CAPTAIN: Roger, roger.

The SERGEANT marches the GROUP down the rest of the stairs and into the plaza.

EXT PALACE - PLAZA - DAY

QUEEN AMIDALA, PADME, EIRTA, YANE, RABE, SACHE, CAPTAIN PANAKA, SIO BIBBLE, and FOUR GUARDS are led out of the palace by ten BATTLE DROIDS. The plaza is filled with tanks and BATTLE DROIDS, which they pass on their way to the detention camp. Unbeknownst to them, QUI-GON, OBI-WAN, and JAR JAR sneak across on a walkway above the plaza and jump from a balcony to begin an attack to rescue the QUEEN.

FOUR BATTLE DROIDS are instantly cut down. MORE DROIDS move forward and are also cut down by the JEDIS' flashing lightsabres until there is only the DROID SERGEANT left. The SERGEANT starts to run but is pulled back to QUI-GON by the Force, until finally he is dispatched by the JEDI.

QUI-GON: We should leave the streets, your highness.

SIO BIBBLE takes QUEEN AMIDALA away.

CAPTAIN PANAKA turns to the GUARDS.

CAPTAIN PANAKA: Get their weapons.

JAR JAR: Woah. Yousa guys bombad!

QUEEN AMIDALA and the OTHERS are amazed. JAR JAR is getting used to this. They move between two buildings.

QUI-GON: We're the Ambassadors, for the Supreme Chancellor.

BIBBLE: Your negotiations seem to have failed, Ambassador.

QUI-GON: The negotiations never took place. It's urgent that we make contact with the republic.

CAPTAIN PANAKA steps forward.

CAPT. PANAKA: They've knocked out all our communications.

QUI-GON: Do you have transports?

CAPT. PANAKA: In the main hanger. This way.

THEY disappear down an alleyway as the ALARMS are sounded

INT CENTRAL HANGER - HALLWAY - DAY

CAPTAIN PANAKA cracks open a side door to the central hanger. QUI-GON looks in over his shoulder. OBI-WAN, JAR JAR, and the rest of the group are behind him. They see several Naboo spacecraft guarded by about FIFTY BATTLE DROIDS. ALARMS can be heard in the distance.

CAPT. PANAKA: There are too many of them.

QUI-GON: That won't be a problem. (to Amidala) Your Highness, under the circumstances, Isuggest you come to Coruscant with us.

AMIDALA: Thank you, Ambassador, but my place is here with my people.

QUI-GON: They will kill you if you stay.

BIBBLE: They wouldn't dare.

CAPT. PANAKA: They need her to sign a treaty to make this invasion of theirs legal. They can't afford to kill her.

QUI-GON: There is something else behind all this, Your Highness. There is no logic in the Federation's move here. My feelings tell me they will destroy you.

BIBBLE: Our only hope is for the Senate to side with us ... Senator Palpatine will need your help.

AMIDALA: Either choice presents great danger.

The QUEEN turns to PADME and EIRTAE.

AMIDALA: (cont'd) ... to us all.

PADME: We are brave, Your Highness.

QUI-GON: If you are to leave, Your Highness, it must be now.

AMIDALA: Then, I will plead our case to the Senate. (to Bibble as they are start to leave) Be careful, Governor.

INT CENTRAL HANGER - DAY

The door opens to the main hanger. QUI-GON, OBI-WAN, JAR JAR, CAPTAIN PANAKA, TWO GUARDS, and THREE HANDMAIDENS (PADME, EIRTAE, RABE), followed by QUEEN AMIDALA, head for a sleek chrome spacecraft. SIO BIBBLE, YANE and SACHE stay behind. The HANDMAIDENS begin to cry.

CAPT. PANAKA: We need to free those pilots.

CAPTAIN PANAKA points to TWENTY GUARDS, GROUND CREW, and PILOTS held in a corner by SIX BATTLE DROIDS.

OBI-WAN: I'll deal with that.

OBI-WAN heads toward the group of captured pilots.

QUI-GON and the QUEEN, CAPTAIN PANAKA, JAR JAR, and the rest Of the GROUP approach the GUARDS at the ramp of the Naboo craft.

GUARD DROID: Halt?

QUI-GON: I'm Ambassador for the Supreme Chancellor, and I'm taking these people to Coruscant.

GUARD DROID: Where are you taking them?

QUI-GON: To Coruscant.

GUARD DROID: Coruscant!? Ahh, that doesn't compute. ... Ahh, wait! ... Ahh, you're under arrest!

The DROID GUARD draws his weapon, but before any of the DROIDS can fire, they are cut down. OTHER GUARDS run to their aid.

OBI-WAN attacks the GUARDS around the PILOTS.

OBI-WAN: Go!

QUI-GON stands, fighting off DROIDS as the OTHERS rush on board the spacecraft. OBI-WAN, the FREED PILOTS (including RIC OLIE), GUARDS and GROUND CREW MEMBERS rush on board the ship. The OTHER PILOTS and GUARDS race to SIO BIBBLE. After everyone has made it onto the ship, QUI-GON jumps on board.

INT NABOO SPACECRAFT - COCKPIT

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

EXT THEED - HANGER ENTRY - DAY (FX)

The ship exits the hanger.

INT NABOO SPACECRAFT - DROID HOLD

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

OBI-WAN: Now stay here, and keep out of trouble.

OBI-WAN closes the door. JAR JAR looks around and sees a long row of five short, dome-topped ASTRO DROIDS (R-2 units). The all look alike, except for thier paint color, and they all seem to be shut down.

JAR JAR: Ello, boyos.

The droids chirp and whistle in response.

INT NABOO SPACECRAFT - COCKPIT

The PILOT, RIC OLIE, navigates toward the massive battleship.QUI-GON and CAPTAIN PANAKA watch.

EXT SPACE BATTLE (FX)

The Naboo spacecraft, surrounded by EXPLOSIONS, heads even closer to the massive Federation battleships.

INT NABOO SPACECRAFT - COCKPIT

QUI-GON enters the cockpit.

RIC OLIE: There's the blockade.

OBI-WAN enters the cockpit as the blockade battleships fire upon them. ALARM SOUNDS fill the cockpit.

RIC OLIE: The shield generator's been hit.

INT NABOO SPACECRAT - DROID HOLD (FX)

A blue alarm light flashes as all the DROIDS are activated. The DROIDS rush to an exterior air lock.

One LITTLE BLUE ASTRO DROID, who is especially dedicated, lets out a loud screech as he runs into JAR JAR.

JAR JAR: How wude!

The BLUE ASTRO DROID continues to beep in exclamation as he too rushes toward the air lock.

The LITTLE DROID enters the air lock and is ejected onto the exterior of the ship.

EXT NABOO SPACECRAFT - SPACE (FX)

The LITTLE DROID rolls towards the others to help with repairs. One by one each DROID is being blown away.

INT NABOO SPACECRAT - COCKPIT

OBI-WAN: We're loosing droids... fast.

CAPTAIN PANAKA: If we can't get the shield generators fixed, we'll be sitting ducks.

EXT NABOO SPACECRAFT - ENGINES - SPACE (FX)

The Federation battleship blows away ONE MORE ASTRO DROID.

INT NABOO SPACECRAT - COCKPIT

RIC OLIE: The shields are gone.

EXT NABOO SPACECRAFT - ENGINES - SPACE (FX)

The BLUE DROID is now alone as he contines to work on the ship. He connects some wires, causing sparks to fly.

INT NABOO SPACECRAT - COCKPIT

RIC OLIE: Powers back! That little droid did it... bypassed the main power drive. Deflector shield up, at maximum.

EXT NABOO SPACECRAFT - SPACE (FX)

The lone BLUE DROID finishes his repairs and goes back into the ship. The Naboo spacecraft races away from the Federation battleship.

RIC OLIE: There's not enough power to get us to Coruscant... the hyperdrive is leaking.

QUI-GON: We'll have to land somewhere to refuel and repair the ship.

QUI-GON studies a star chart on a monitor.

OBI-WAN: Here, Master. Tatooine... It's small, out of the way, poor... The Trade Federation has no presence there.

CAPT. PANAKA: How can you be sure?

QUI-GON: It's controlled by the Hutts...

CAPT. PANAKA: You can't take Her Royal Highness there! The Hutts are gangsters ... If they discovered her ...

QUI-GON: ... It would be no different than if we landed on a system controlled by the Federation ... except the Hutts aren't looking for her, which gives us an advantage.

CAPTAIN PANAKA takes a deep breath in frustration.

EXT SPACE - FEDERATION BATTLESHIP (FX)

The Federation battleship looms over the planet of Naboo.

INT FEDERATION BATTLESHIP - CONFERENCE ROOM

NUTE and RUNE sit around a conference table with a hologram of DARTH SIDIOUS.

DARTH SIDIOUS: ... And Queen Amidala, has she signed the treaty?

NUTE: She has disappeared, My Lord. One Naboo cruiser got pat the blockade.

DARTH SIDIOUS: I want that treaty signed.

NUTE: My Lord, it's impossible to locate the ship. It's out of our range.

DARTH SIDIOUS: ...not for a Sith...

A second SITH LORD appears behind DARTH SIDIOUS.

DARTH SIDIOUS: (Cont'd) ... This is my apprentice. Darth Maul. He will find your lost ship.

The hologram fades off.

NUTE: This is getting out of hand ... now there are two of them.

RUNE: We should not have made this bargain.

INT NABOO SPACECRAFT - QUEENS CHAMBERS

QUI-GON, OBI-WAN, CAPTAIN PANAKA, and the LITTLE BLUE DROID stand before QUEEN AMIDALA and her THREE HANDMAIDENS, PADME, EIRTAE and RABE.

CAPT. PANAKA: ...An extremely well put together little droid. Without a doubt, it saved the ship, as well as our lives.

AMIDALA: It is to be commended...what is its number?

The LITTLE BLUE DROID lets out a series of bleeps. CAPTAIN PANAKA leans over and scrapes some dirt off of the side of the DROID and read the number:

CAPT. PANAKA: R2-D2, Your Highness.

AMIDALA: Thank you, Artoo Detoo... Padme!

PADME bows before the QUEEN.

AMIDALA: (Cont'd) Clean this droid up the best you can. It deserves our gratitude... (to Panaka) Continue, Captain.

CAPTAIN PANAKA looks nervously to OBI-WAN and QUI-GON.

QUI-GON: Your Highness, with your permission we're heading for a remote planet called Tatooine. It is a system far beyond the reach of the Trade Federation.

CAPTAIN PANAKA: I do not agree with the Jedi on this.

QUI-GON: You must trust my judgment, Your Highness.

AMIDALA and PADME exchange looks.

INT NABOO SPACECRAFT - MAIN AREA

PADME sits in the Main Area, cleaning R2-D2, the brave little Astro Droid. JAR JAR pops out of an open door.

JAR JAR: Hidoe!

PADME jumps. The Gungan is embarrassed that he frightened them.

JAR JAR: (Cont'd) Sorry. Whosa are yousa?

PADME: I'm Padme.

JAR JAR steps into the room.

JAR JAR: Mesa Ja Ja Binksss...

ARTOO wines a little as PADME looks up from the droid.

PADME: You're a GUNGAN, aren't you?

JAR JAR: Ah-huh.

PADME: How did you end up here with us?

JAR JAR: My no know... mesa day starten pitty okeyday witda brisky morning munchen. Den boom.... getten berry skeered, un grabbed dat Jedi, and before mesa knowen it... pow! Mesa here. (he shrugs)... getten berry berry skeered.

ARTOO BEEPS a sympathetic beep.

EXT SPACE (FX)

The Naboo cruiser speeds off towards the planet TATOOINE.

INT NABOO SPACECRAFT - COCKPIT

OBI-WAN, QUI-GON, and CAPTAIN PANAKA watch over RIC OLIE'S shoulder. A large yellow planet appears directly ahead. RIC OLIE searches his scopes.

OBI-WAN: That's it. Tatooine... There's a settlement.

QUI-GON: Land near the outskirts. We don't want to attract any attention.

EXT TATOOINE - SPACE (FX)

The ship heads toward the planet of Tatooine.

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

The Naboo spacecraft lands in the desert in a swirl of dust. The spaceport of Mos Espa is seen in the distance.

INT NABOO SPACECRAFT - ENGINE ROOM

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

OBI-WAN: The hyperdrive generator's gone, Master.

QUI-GON: That'll complicate things. Be wary... I sense a disturbance in the Force.

OBI-WAN: I feel it also, Master.

QUI-GON: Don't let them send ant transmissions.

EXT TATOOINE - DESERT - SPACESHIP - DAY

They start their trek across the desert toward the city of Mos Espa. In the distance, a strange looking caravan makes its way toward the spaceport.

JAR JAR: Dis sun doen murder ta mesa skin.

From the spaceship, CAPTAIN PANAKA and PADME run toward them.

CAPT. PANAKA: Wait!

QUI-GON stops as they catch up. PADME is dresses in rough peasant's garb.

CAPT. PANAKA: (Cont'd) Wait. Her Highness commands you to take her handmaiden with you.

QUI-GON: No more commands from Her Highness today, Captain. This spaceport is not going to be pleasant...

CAPT. PANAKA: The Queen wishes it. She is curious about this planet.

QUI-GON: This is not a good idea. Stay close to me.

He gives PADME a stern look.

EXT MOS ESPA - STREET - DAY

The little GROUP walks down the main street of Mos Espa. They pass dangerous looking citizens of all types. PADME looks around in awe at this exotic environment.

QUI-GON: ...moisture farms for the most part. Some indigenous tribes and scavengers. The few spaceports like this one are havens for those who do not wish to be found...

PADME: ... like us.

JAR JAR is in a constant state of panic.

JAR JAR: Dissen berry berry bad. (steps in ooze) Ooooh... icky... icky... goo.

ARTOO whistles along, with perfect confidence.

EXT MOS ESPA - JUNK DEALER PLAZA - DAY

The GROUP comes to a little plaza surrounded by several junk spaceship dealers.

QUI-GON: We'll try one of the smaller dealers.

They head for a little junk shop that has a huge pile of broken spaceships stacked up behind it.

INT WATTO'S JUNK SHOP - DAY

QUI-GON, JAR JAR, PADME, and ARTOO enter the dingy junk shop and are greeted by WATTO, a pudgy blue alien who flies on short little wings like a hummingbird.

WATTO: (subtitled) Guta naloya. (Good day to you.)

WATTO flies over to the visitors.

WATTO: (cont'd)(subtitled) Ha chuba da nala? (What do you want?)

QUI-GON: I need parts for a J-type 327 Nubian.

WATTO: Ah yes, ah yes. Nubian. We have lots of that. (subtitled) Peedenk! Naba dee unko (Boy, get in here! Now!)

QUI-GON: My droid here has a readout of what I need.

A disheveled boy, ANAKIN SKYWALKER, runs in from the junk yard. He is about nine years old, very dirty, and dressed in rags.

WATTO turns to ANAKIN.

WATTO: (subtitled) Coona tee-tocky malia? (What took you so long?)

ANAKIN: (subtitled) Mel tassa cho-passa... (I was cleaning the bin like you...)

WATTO: (subtitled) Chut-Chut! Ganda doe wallya. Me dwana no bata. (Watch the store. I've got some selling to do here.) (to Gui-Gon) Soooo, let me take - a thee out back. Ni you'll find what you need.

ARTOO and QUI-GON follow WATTO toward the junk yard, leaving JAR JAR with PADME and the young boy ANAKIN. JAR JAR picks up a gizmo, trying to figure out its purpose. QUI-GON takes the part out of his hand and puts it back.

QUI-GON: Don't touch anything.

JAR JAR makes a rude face to QUI-GON's back and sticks out his long tongue. ANAKIN sits on the counter, pretending to clean a part, staring at PADME. She is the most beautiful creature he has ever seen in his life. PADME is a little embarrassed by his stare, but she musters up an amused smile. Finally, he gets the courage to speak.

ANAKIN: Are you an angel?

PADME: What?

ANAKIN: An angel. I've heard the deep space pilots talk about them. They are the most beautiful creatures in the universe. They live on the Moons of Iego I think.

PADME looks at him, not knowing what to say.

PADME: You're a funny little boy. How do you know so much.

ANAKIN: I listen to all the traders and starpilots that come by here. I'm a pilot, you know, and some day I'm gonna fly away from this place.

PADME: You're a pilot?

ANAKIN: All my life.

PADME: How long have you been here?

ANAKIN: Since I was very little, three, I think. My Mom and I were sold to Gardulla the Hutt, but she lost us, betting on the Podraces.

PADME: You're ... a slave?

ANAKIN looks at PADME defiantly.

ANAKIN: I am a person! My name is Anakin.

PADME: I'm sorry. I don't fully understand. (looking around) This is a strange place to me.

ANAKIN studies her intently.

JAR JAR pushes the nose on what appears to be a LITTLE DROID, and it instantly comes to life, grows legs and arms, and starts marching around, knocking over everything. JAR JAR hold on but can't stop it.

ANAKIN: Hey...

JAR JAR: Wha?

ANAKIN: Hit the nose!

JAR JAR: Oh!

JAR JAR hits the nose, and the DROID collapses back into its original state. ANAKIN and PADME laugh.

EXT WATTO'S JUNK YARD - BEHIND SHOP - DAY

WATTO flies along as QUI-GON walks through the junk yard.

WATTO: ... a T-14 hyperdrive generator!! Thee in luck, I'm the only one hereabouts who has one... but thee might as well buy a new ship. It would be cheaper, I think... Saying of which, how's thee going to pay for all this?

QUI-GON: I have 20,000 Republic dataries.

WATTO: Republic credits?!? Republic credits are no good out here. I need something more real...

QUI-GON: I don't have anything else. (raising his hand) But credits will do fine.

WATTO: No they won'ta.

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

QUI-GON: Credits will do fine.

WATTO: No, they won'ta. What you think you're some kinda Jedi, waving your hand around like that? I'm a Toydarian. Mind tricks don'ta work on me-only money. No money, no parts! No deal! And no one else has a T-14 hyperdrive, I promise you that.

INT WATTO'S JUNK SHOP - DAY

ANAKIN and PADME are still talking.

ANAKIN: ... wouldn't have lasted long if I weren't so good at fixing things.

JAR JAR pulls a part out of a stack of parts to inspect it, and they all come tumbling down. He struggles to catch them, only to knock more down. ANAKIN and PADME are oblivious.

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

QUI-GON: We're leaving. Jar Jar?

The stuff JAR JAR is juggling crashes to the ground. PADME gives ANAKIN a loving look.

PADME: I'm glad to have met you.

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

ANAKIN: I was glad to meet you too.

JAR JAR and ARTOO leave the shop.

WATTO enters the shop, shaking his head.

WATTO: (subtitled) Ootmians! Tinka me chasa hopoe ma booty na nolia. (Outlanders! They think they know everything.)

ANAKIN: (subtitled) La lova num botaffa. (They seemed nice to me.)

WATTO: (subtitled) Fweepa niaga. Tolpa da bunky dunko. (Clean the racks... then you can go home.)

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

INT NABOO SPACECRAFT - COCKPIT

OBI-WAN is in the cockpit of the Naboo craft.

QUI-GON: ... and you're sure there's nothing left on board?

OBI-WAN: (V.O) A few containers of supplies, the Queen's wardrobe, maybe. But not enough for you to barter with. Not in the amounts you're talking about.

QUI-GON: All right. I'm sure another solution will present itself. I'll check back later.

QUI-GON puts his comlink away and starts out into the main street. JAR JAR grabs his arm.

JAR JAR: Noah gain... Noah gain da beings hereabouts cawazy. Wesa be robbed un crunched.

QUI-GON: Not likely. We have nothing of value, that's our problem.

EXT MOS ESPA - STREET - MARKET - DAY

QUI-GON, PADME, JAR JAR, and ARTOO move out into the street. JAR JAR is walking behind the others. They walk by an outdoor cafe filled with a rough gang of aliens, one of which is especially ugly, SEBULBA, a spider-like creature. JAR JAR stops for a moment in front of a stall selling dead frogs hanging on a wire. He looks around to see if anyone is looking, then sticks out his tongue, and gets hold of one, pulling it into his mouth. Unfortunately, the frog is tied tightly to the wire. The vendor suddenly appears.

VENDOR: (subtitled) Ay, ay. Yawoba wonga? (Are you going to pay for that?)

JAR JAR turns his head in surprise.

VENDOR: Uga wupiupi wep. (It costs seven wupiupi.

JAR JAR opens his mouth and the frog snaps away., ricochets around the market, and lands in Sebulba's soup, splashing him. As JAR JAR moves away from the VENDOR, SEBULBA jumps up on the table and grabs the hapless Gungan.

SEBULBA: Chuba!!

JAR JAR: Ooops.

JAR JAR starts to whistle as he walks away.

Angry, SEBULBA gets up an hops over to JAR JAR and kicks him.

SEBULBA: (subtitled) Ni chuba ni?? (Is this yours??)

SEBULBA holds the frog up to the Gungan threateningly.

JAR JAR: Who, mesa?

SEBULBA grabs JAR JAR by the neck. QUI-GON looks around for JAR JAR and sees him in a fight.

JAR JAR turns to see ANAKNI pushing his way next to him. The boy stands up to SEBULBA in a very self-assured way.

ANAKIN: (subtitled) Chesko Sebulba... Cha pooka uman geesa... Matesa ratico ponipa chop chowa. (Careful, Sebulba... He's a big time outlander... I'd hate to see you diced before we race again.)

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

SEBULBA: (subtitled) Nic me chouwa wimo noke maka noke. (Next time we race, boy, it will be the end of you!) Una noto wo shag, me wompity du pom pom. (If you weren't a slave, I'd squash you now.)

SEBULBA turns away.

ANAKIN: (subtitled) Eh, chee bana do mullee ra. (Yeah, it'd be a pity if you had to pay for me.)

QUI-GON, PADME and ARTOO arrive.

ANAKIN: (Cont'd) Hi!

QUI-GON: Hi there.

ANAKIN: Your buddy here was about to be turned into orange goo. He picked a fight with a Dug. An especially dangerous Dug called Sebulba.

JAR JAR: Mesa haten crunchen. Dat's da last ting mesa wanten.

QUI-GON: Nevertheless, the boy is right ... you were heading for trouble... Thanks, my young friend.

PADME looks at ANAKIN and smiles; he smiles back. They start walking down the crowded street.

JAR JAR: But... but... mesa doen nutteen!

The group walks away and SEBULBA chews on the frog.

EXT TATOOINE - DESERT - SPACESHIP - DAY

OBI-WAN stands in front of the Naboo spacecraft as the wind picks up and begins to whip at his robe. CAPTAIN PANAKA exits the ship and joins him.

OBI-WAN: This storm will slow them down.

CAPT. PANAKA: It looks pretty bad.

CAPTAIN PANAKA's comlink sounds off.

CAPT. PANAKA: (Cont'd) Panaka?

RIC OLIE: (V.O.) We're receiving a message from home.

CAPT. PANAKA: We'll be right there.

EXT MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and the GROUP stop at a fruit stand run by a jolly, but very poor, old lady named JIRA.

ANAKIN: Here, you'll like these pallies... Here.

QUI-GON: Thank you.

QUI-GON takes them puting them in a little pouch under his poncho, revealing for a moment, his lightsaber.

JIRA: Oh, my bones are aching ... storm's coming up, Annie. You'd better get home quick.

ANAKIN: (to QUI-GON) Do you have shelter?

QUI-GON: We'll head back to our ship.

ANAKIN: Is it far?

PADME: It's on the outskirts.

ANAKIN: You'll never reach the outskirts in time... sandstorms are very, very dangerous. Come on! I'll take you to my place.

The GROUP follows ANAKIN as he rushes down the windy street. ARTOO wistles along the way.

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

The wind is blowing hard as QUI-GON, JAR JAR, and PADME follow ANAKIN down the street and into a slave hovel.

INT ANAKIN'S HOVEL - MAIN ROOM - DAY

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

ANAKIN: Mom! Mom! I'm home.

JAR JAR: Dissen cozy.

Anakin's mother, SHMI SKYWALKER, a warm, friendly woman of forty, enters from her work area and is startled to see the room full of people.

ANAKIN: These are my friends, Mom.

JAR JAR: Hidoe!

ARTOO lets out a little beep.

QUI-GON: I'm Qui-Gon Jinn.

ANAKIN: I'm building a droid. You wanna see?

QUI-GON: Your son was kind enough to offer us shelter.

ANAKIN: Come on! I'll show you Threepio!

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

INT ANAKIN'S HOVEL - BEDROOM - DAY

ARTOO rolls through the doorway as ANAKIN shows off his DROID, which is lying on his workbench. There is one eye in the head; the body, arms, and legs have no outer coverings.

ANAKIN: Isn't he great?! He's not finished yet.

PADME: He's wonderful!

ARTOO continues to lets out a few warbles.

ANAKIN: You really like him? He's a protocol droid ... to help Mom. Watch!

ANAKIN pushes a button, and the DROID sits up.

THREEPIO: Oh, oh. Where is everybody?

Anakin reaches over and grabs an eye and puts it in one of the sockets.

THREEPIO: Oh, hello, I am See-Threepio, Human Cyborg Relations. How might I serve you?

PADME: He's perfect.

THREEPIO: Oh, perfect.

ANAKIN: When the storm is over, I'll show you my racer.

THREEPIO starts to walk away as ANAKIN contines talking to PADME.

ANAKIN: (cont'd) I'm building a Podracer!

PADME smiles at his enthusiasm. THREEPIO: I'm not sure this floor is entirely stable. Oh, hello. I don't believe we've been introduced.

ARTOO lets out a flurry of beeps and whistles.

THREEPIO: Artoo-Detoo. A pleasure to meet you. I am See-Threepio, Human Cyborg Relations.

ARTOO lets out another series of beeps and whistles.

THREEPIO: I beg your pardon .... what do you mean, naked?

ARTOO beeps.

THREEPIO: (Cont'd) My parts are showing? My goodness.

ARTOO releases a laugh-like twitter.

EXT TATOOINE - SANDSTORM

The sandstorm rages on.

INT NABOO SPACECRAFT - QUEENS CHAMBERS

AMIDALA, EIRTAE, RABE, and OBI-WAN watch a very bad transmission of a SIO BIBBLE hologram.

BIBBLE: ... the death toll is catastrophic...we must bow to their wishes... you must contact me ...

AMIDALA looks upset ... almost nervous.

OBI-WAN: It's a trick. Send no reply... Send no transmission of any kind.

INT ANAKIN'S HOVEL - MAIN ROOM - DAY

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

QUI-GON: It sounds like bait to establish a connection trace.

OBI-WAN: What if it is true and the people are dying?

QUI-GON: Either way, we're running out of time.

EXT CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT

DARTH SIDIOUS and DARTH MAUL are walking along the balcony overlooking the vast city.

DARTH MAUL: Tatooine is sparsely populated. If the trace was correct, I will find them quickly, Master.

DARTH SIDIOUS: Move against the Jedi first...you will then have no difficulty in taking the Queen to Naboo to sign the treaty.

DARTH MAUL: At last we will reveal ourselves to the Jedi. At last we will have revenge.

DARTH SIDIOUS: You have been well trained, my young apprentice, they will be no match for you.

EXT MOS ESPA - SANDSTORM - DAY

The giant sandstorm engulfs the town, including the Naboo spaceship on the outskirts of the city center, where Watto's ship is; and the slave quarters, where drifts of sand begin building up against Anakin's house.

INT ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON, ANAKIN, JAR JAR, and PADME are seated around a table. JAR JAR slurps his soup as SHMI walks over pours him a drink. JAR JAR looks up at her as she moves on. ARTOO beeps as he looks on from the corner of the room.

SHMI: All slaves have transmitters placed inside their bodies somewhere.

ANAKIN: I've been working on a scanner to try and locate mine.

SHMI: Any attempt to escape...

ANAKIN: ... and they blow you up ... boom!

JAR JAR: How wude.

PADME: I can't believe there is still slavery in the galaxy. The Republic's anti-slavery laws...

SHMI: The Republic doesn't exist out here...we must survive on our own.

JAR JAR snatches some food from a bowl at the other end of the table with his tongue. PADME looks over at JAR JAR. QUI-GON gives him a dirty look.

JAR JAR: 'Scuse me.

ANAKIN: Has anybody ever seen a Podrace?

PADME shakes her head no.

QUI-GON: They have Podracing on Malastare. Very fast, very dangerous.

ANAKIN: I'm the only human who can do it.

QUI-GON: You must have Jedi reflexes if you race Pods.

ANAKIN smiles. JAR JAR attempts to snare another bit of food from the bowl with his tongue, but QUI-GON, in a flash, grabs it between his thumb and forefinger. JAR JAR is startled.

QUI-GON: (Cont'd) Don't do that again.

JAR JAR tries to acknowledge with some silly mumbling. QUI-GON lets go of the tongue, and it snaps back into JAR JAR's mouth.

ANAKIN: You're a Jedi Knight, aren't you?

QUI-GON: What makes you think that?

ANAKIN: I saw your laser sword. Only Jedi carry that kind of weapon.

QUI-GON leans back and slowly smiles.

QUI-GON: Perhaps I killed a Jedi and took it from him.

ANAKIN: I don't think so ... No one can kill a Jedi.

QUI-GON: I wish that were so...

ANAKIN: I had a dream I was a Jedi. I came back here to free all the slaves... have you come to free us?

QUI-GON: No, I'm afraid not ...

ANAKIN: I think you have ... why else would you be here?

QUI-GON thinks for a moment.

QUI-GON: I can see there's no fooling you ... (leans forward) We're on our way to Coruscant, the central system in the Republic, on a very important mission.

ANAKIN: How did you end up here in the outer rim?

PADME: Our ship was damaged, and we're stranded here until we can repair it.

ANAKIN: I can help! I can fix anything!

QUI-GON: I believe you can, but first we must acquire the parts we need...

JAR JAR: Wit no-nutten mula to trade.

PADME: These junk dealers must have a weakness of some kind.

SHMI: Gambling. Everything here revolves around betting on those awful races.

QUI-GON: Podracing ... Greed can be a powerful ally.

ANAKIN: I've built a racer! It's the fastest ever...There's a big race tomorrow, on Boonta Eve. You could enter my pod.

SHMI: Anakin! Watto won't let you...

ANAKIN: Watto doesn't know I've built it. (to Qui-Gon) You could make him think it's yours, and get him to let me pilot it for you.

QUI-GON looks to SHMI. She is upset.

SHMI: I don't want you to race. It's awful. I die every time Watto makes you do it.

ANAKIN: But Mom, I love it. The prize money would more than pay for the parts they need.

SHMI: Anakin!

QUI-GON: Your mother's right. Is there anyone friendly to the Republic who might help us?

SHMI shakes her head no.

ANAKIN: Mom... you said the biggest problem in the universe is nobody helps each other...

SHMI sighs heavily.

PADME: I'm sure Qui-Gon doesn't want to put your son in danger. We'll find some other way...

SHMI: No, there is no other way... I may not like it, but... he can help you... he was meant to help you.

EXT MOS ESPA - STREET - DAY

STREET PEOPLE fill the streets as a BANTHA and a few landspeeders go by. clean up the mess and rebuild their food stalls. QUI-GON, JAR JAR, and PADME are walking toward WATTOS shop. ARTOO is rolling behind thim.

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

PADME: Are you sure about this? Trusting our fate to a boy we hardly know. The Queen will not approve.

QUI-GON: The Queen does not need to know.

PADME: Well, I don't approve.

QUI-GON turns and starts into the shop.

INT WATTO'S JUNK SHOP - DAY

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

WATTO: The boy tells me you wanta sponser him in a race. How can you do this? Not on Republic credits, I think, huh. (he laughs)

QUI-GON: My ship will be the entry fee.

QUI-GON pulls a small object that looks like a watch out of his pocket, and a hologram of the Naboo spacecraft appears about a foot long in front of WATTO. He studies it.

WATTO: Oh, not bad... not bad... ah Nubian, ah.

QUI-GON: It's in good order, except for the parts I need.

WATTO: ... what would the boy ride? He smashed up my Pod in the last race. It will take some time to fix it.

ANAKIN is embarrassed and steps forward.

ANAKIN: Ahhhh ... it wasn't my fault really... Sebulba flashed me with his vents. I actually saved the Pod... mostly.

WATTO: (laughing) That you did huh. The boy is good, no doubts there huh.

QUI-GON: Well, I have acquired a Pod in a game of chance. "The fastest ever built."

WATTO: I hope you didn't kill anyone I know for it. (laughs) So, you supply the Pod and the entry fee; I supply the boy. We split the winnings fifty-fifty, I think.

QUI-GON: If it's going to be fifty-fifty, I suggest you front the cash for the entry. If we win, you keep all the winnings, minus the cost of the parts I need... If we lose, you keep my ship.

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

QUI-GON: (Cont'd) Either way, you win.

WATTO: Deal!

QUI-GON leaves the shop.

WATTO: (cont'd) (subtitled) Yo bana pee ho-tah, meedee ya. (Your friend is a follish one, methinks.)

INT NABOO SPACECRAFT - LOUNGE

OBI-WAN stands in the lounge of the Naboo spacecraft, speaking into his comlink. QUI-GON is on the back porch of the hovel.

OBI-WAN: What if this plan fails, Master? We could be stuck here for a long time.

QUI-GON: (V.O) Well, it's too dangerous to call for help now. A ship without a power supply isn't gonna get us anywhere, and... there is something about this boy...

EXT MOS ESPA - SLAVE QUARTERS - PORCH - DAY

QUI-GON puts the comlink away as SHMI comes onto the porch. PADME, ANAKIN, JAR JAR, and ARTOO work on the engines of the Podracer in the courtyard below.

QUI-GON: You should be proud of your son. He gives without any thought of reward.

SHMI: Well he knows nothing of greed. He has a...

QUI-GON: He has special powers.

SHMI: Yes...

QUI-GON: He can see things before they happen. That's why he appears to have such quick reflexes. It is a Jedi trait.

SHMI: He deserves better than a slave's life.

QUI-GON: Had he been born in the Republic, we would have identified him early. The Force is unusually strong with him, that much is clear. Who is his father?

SHMI: There was no father. I carried him, I gave birth, I raised him, I can't explain what happened.

QUI-GON nods.

SHMI: (cont'd) Can you help him?

QUI-GON: I don't know. I didn't actually come here to free slaves.

EXT MOS ESPA - SLAVE QUARTERS - BACK YARD - DAY

KITSTER (a young boy about Anakin's age), SEEK (a red headed boy of ten), AMEE (a girl of nine), a LITTLE GIRL about six, and WALD (a RODIAN, six years old) join ANAKIN, JAR JAR, ARTOO, and PADME securing some wiring.

ARTOO whistles, hoots, in greeting.

KITSTER: Wow, a real Astro Droid... how'd you get so lucky?

ANAKIN: This isn't the half of it. I'm entered in the Boonta Race tomorrow!

KITSTER: What? With this??

WALD: (subtitled) Ona joka, Annie. (You are such a joker, Ani.)

AMEE: You've been working on that thing for years.

LITTLE GIRL: It's never gonna run.

SEEK: Come on, let's go and play ball. Keep racing, Ani, you're gonna be bug squash.

SEEK, WALD, AMEE and the LITTLE GIRL take off, laughing. JAR JAR is fiddling with one of the energy binder plates.

ANAKIN: Hey! Jar Jar! Keep away from those energy binders... If your hand gets caught in that beam, it will go numb for hours.

JAR JAR drops the tool he had, bends down to pick it up and come right up into the energy binders. It makes a little electronic pop, zaps him in the mouth and he jumps back. JAR JAR tries to say something, but his mouth is numb and his words are garbled.

JAR JAR: Ouch muy tonge is fat. Muy togne. Oucho. (Gibberish)

JAR JAR sees that a tool is stuck in the engine and reaches in to get it but gets his hand caught instead.

JAR JAR: Hey! Ou-oh. Ow, hey, I'm stuck.

THREEPIO: You know, I find that Jar Jar creature very... odd.

ARTOO twitters a response.

KITSTER: You don't even know if this things gonna run.

ANAKIN jumps into the little capsule behind the two giant engines.

ANAKIN: It will.

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

QUI-GON: I guess it's time we found out. Here use this power charge.

QUI-GON: Come on Kitster. Lets move away.

JAR JAR: Mm... my mout. I'm stuck. Hep I'm s..

PADME sees JAR JARS trouble and walks over to help him.

JAR JAR: Muy tonge is fat...

ARTOO beeps something.

THREEPIO: You're quite right. He's very odd indeed.

JAR JAR: Ow, th... thank yous.

JAR JAR looks at ANAKIN and gives him the thumbs-up and walks away.

ANAKIN flips a switch and the engines ignite with a ROAR. EVERYONE looks at eachother with smiles.

ANAKIN: It's working! It's working!

EXT MOS ESPA - SLAVE QUARTERS - PORCH - DAY

SHMI, watching from the porch, smiles sadly.

EXT SLAVE QUARTERS - BALCONY - NIGHT

ANAKIN sits on the balcony rail of his hovel as QUI-GON tends to a cut. The BOY leans back to look at the vast blanket of stars in the sky.

QUI-GON: Stay still, Annie. Let me clean this cut.

ANAKIN: There are so many! Do they all have a system of planets?

QUI-GON: Most of them.

ANAKIN: Has anyone been to them all?

QU-IG0N: (laughs) Not likely.

ANAKIN: I want to be the first one to see them all ...

SHMI yells from inside the hovel.

SHMI: (O.S.) Annie, bedtime!

ANAKIN: (cont'd) ... Ouch!

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

QUI-GON: There we are, good as new...

SHMI: (O.S.) Ani! I'm not going to tell you again!

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

ANAKIN: What are you doing?

QUI-GON: Checking your blood for infections.

QUI-GON: You have a big day tomorrow. (beat) Goodnight.

ANAKIN rolls his eyes and runs into the hovel. QUI-GON takes the blood stained chip and inserts it into the comlink, then calls OBI-WAN.

QUI-GON: (Cont'd) Obi-Wan...

OBI-WAN: Yes, Master.

QUI-GON: I need an analysis of this blood sample I'm sending you.

OBI-WAN: Wait a minute...

QUI-GON: I need a midi-chlorian count.

OBI-WAN: The reading's off the chart... over twenty thousand. (V.O.) Even Master Yoda doesn't have a midi-chlorian count that high!

QUI-GON: No Jedi has.

OBI-WAN: What does that mean?

QUI-GON: I'm not sure.

The JEDI KNIGHT looks up and sees SHMI in the doorway watching him. Embarrassed, she goes back into the kitchen while QUI-GON ponders the situation.

EXT TATOOINE - DESERT MESA - NIGHT

The sinister looking Sith spacecraft lands on top of a desert mesa at dus, scattering a herd of banthas. DARTH MAUL walks to the edge of the mesa and studies the landscape with a pair of electrobinoculars. He picks out the lights of three different cities in the distance, then pushes buttons on his electronic armband.

Three football-sized PROBE DROIDS float out of the ship and head off in three different directions toward the cities.

DARTH MAUL stands on the mesa and watches them through his electrobinoculars.

EXT MOS ESPA - ARENA - MAIN HANGER - DAY

RACE CREWS mill about outside the Main Hanger.

INT MOS ESPA - ARENA - MAIN HANGER - DAY

The hanger is a large building with a dozen or so Podracers being readied for the race. ALIEN CREWS and PILOTS rush about, making last minute fixes on their vehicles. WATTO, QUI-GON, and JAR JAR walk through the activity.

WATTO: ... I wanta see your spaceship the moment the race is over.

QUI-GON: Patience, my good friend. You'll have your winnings before the suns set, and we'll be far away from here.

WATTO: Not if your ship belongs to me, I think... I warn you, no funny business.

QUI-GON: You don't think Anakin will win?

WATTO stops before an orange racer. Sitting to one side, having his shoulders and neck massaged by TWIN YOBANAS, is SEBULBA.

WATTO: Don't get me wrongo. I have great faith in the boy. He's a credit to your race, but Sebulba there is going to win, I think.

WATTO flies over to where SEBULBA is getting a massage as JAR JAR's eyes bug out in shock.

JAR JAR: Oh-no!

QUI-GON: Why do you think that?

WATTO: He always wins. (laughs) I'm betting heavily on Sebulba.

QUI-GON: I'll take that bet.

WATTO: (suddenly stops laughing) You'll what??!!

QUI-GON: I'll wager my new racing pod against... say... the boy and his mother.

WATTO: No Pod's worth two slaves ... not by a long shot.

QUI-GON: The boy, then ...

WATTO thinks a bit as JAR JAR looks around.

WATTO: We'll let fate decide, huh. I just happen to have a chance cube here. Blue it's the boy, red his mother...

WATTO tosses the cube down. QUI-GON lifts his hand slightly; it turns blue. QUI-GON smiles. WATTO is angry.

WATTO: (Cont'd) You won the small toss, outlander, bou you won't win the race, so ... it makes little difference.

ANAKIN and PADME enter the hanger on one of the EOPIES, pulling an engine. KITSTER and SHMI, on the other EOPIE. With THREEPIO walking alongside, ARTOO trundles behind, pulling the Pod. WATTO flies off, laughing. He passes ANAKIN as he leaves.

WATTO: (subtitled) Ouna bakeesa. Bonapa keesa pateeso, o wanna meetee chobodd. (Better stop your friends betting or I'll end up owning him too.)

ANAKIN: What'd he mean by that?

QUI-GON: I'll tell you later. Goodmorning.

QUI-GON walks over to where SHMI is seated on the EOPIE and helps her down.

ARTOO beeps at THREEPIO.

THREEPIO: Oh my! Space travel sounds rather perilous.

ARTOO emits a series of beeps.

THREEPIO: I can assure you they will never get me onto one of those dreadful starships!

KITSTER: (to Anakin) This is so wizard Ani! I'm sure you'll do it this time.

PADME: Do what?

KITSTER: Finish the race, of course!

PADME: You've never won a race?

ANAKIN: Well... not exactly...

PADME: Not even finished?!

ANAKN looks sheepish.

ANAKIN: ... Kitster's right, I will this time.

QUI-GON: Of course you will.

QUI-GON and PADME look at eachother. PADME is concerned.

EXT MOS ESPA - STREET - DAY

One of Darth Maul's PROBE DROIDS slowly floats down the main street of Mos Espa. It looks in shops and studies PEOPLE as it searches for OBI-WAN, QI-GON, or the QUEEN.

EXT MOS ESPA - DESERT RACE ARENA - DAY

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A large semi-circular amphitheatre that holds at least a hundred thousand people dominates the landscape. Large viewing platforms loom over the racetrack.

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

A two-headed ANNOUNCER describes the scene.

FODE/BEED:

A: Toogi! Toogie! Toong mee cha kulkah du Boonta magi! tah oos azalus ooval Poddraces.

B: That's absolutly right. And a big turnout here, from all corners of the Outer Rim territories. I see the contestants are making their way out onto the starting grid.

EXT MOS ESPA - DESERT RACE ARENA - DAY

On the left side of the tracks across from the grandstands, a line of Podracers emerges from the large hanger, surrounded by several CREW MEMBERS. Pods are pulled by a wide variety of CREATURES and are led by aliens carrying flags. The PILOTS stand facing the royal box.

FODE/BEED: (O.S)

A: La Yma beestoo.

B: I see Ben Quadinaros from the Tund system.

A: ... eh Gasgano doowa newpa Ord Petrovia!

B: Two time winner, Boles Roor ...

A: Poo tula moosta, woe grane champio Sebulba du Pixelito! Splastyleeya bookie ookie!!

B: And a late entry, Anakin Skywalker, a local boy.

A: Wampa peedunkee unko.

The crowd cheers as ANAKIN waves.

B: I see the flaggers are moving onto the track.

EXT MOS ESPA - ARENA - GRANDSTAND - DAY

Colorful canopies shade some of the SPECTATORS. VENDORS sell barbecued creature parts and colorful drinks.

EXT MOS ESPA - ARENA - ANAKINS POD - DAY (FX)

JAR JAR is standing near an EOPIE who makes a stink.

JAR JAR: Peeusa!

Behind JAR JAR, SEBULBA comes up to ANAKINS pod engines and disconnects something, laughing. He continues to walk toward the cockpit where ANAKIN contines to connect things.

SEBULBA: Bazda wahota, shag. Dobiella Nok. (You won't walk away from this one, Skywalker. You slave scum.)

ANAKIN: (subtitled) Cha skrundee da pat, sleemo. (Don't count on it, slime-ball.)

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

SEBULBA: (subtitled) Yoka to Bantha poodoo. (You're bantha fodder!)

SEBULBA walks away as QUI-GON walks up.

QUI-GON: You all set, Ani?

ANAKIN: Yep.

QUI-GON: All right.

QUI-GON picks him up and sets him down in the racer.

QUI-GON: Remember, concentrate on the moment. Feel. Don't think. Use your instincts.

ANAKIN: I will.

QUI-GON: (cont'd) May the Force be with you.

QUI-GON steps away as ANAKIN puts on his helmet and goggles.

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

All the PILOTS bow from the waist as JABBA THE HUTT enters the box and waves to the crowd.

FODE/BEED:

A: O grandio lust amu intoe tah parena, Jabba Du Hutt.

The crowd ROARS. JABBA moves out of his box to greet the crowed. One other SLUG-LIKE HUTT follows, along with humans and aliens. A SLAVE GIRL on a chain is led alongside JABBA.

JABBA: (subtitled) Chowbaso! Tam ka chee Boonta rulee ya, kee madda hodrudda du wundee. (Welcome! Begin the race!)

The powerful energy binders of the various pods ignite and engines roar.

EXT MOS ESPA - ARENA - VIEWING PLATFORM - DAY

SHMI looks nervously to QUI-GON as he enters a veiwing platform. PADME and JAR JAR are already on board. The platform rises like an elevator.

SHMI: Is he nervous?

QUI-GON: He's fine.

PADME: You Jedi are far too reckless. The Queen is not...

QUI-GON: The Queen trusts my judgment, young handmaiden. You should too.

PADME: You assume too much.

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

FODE/BEED:

B: Start your engines.

EXT MOS ESPA - ARENA - STARTING GRID - DAY

ANAKIN flips a switch and his engines come to life. The PILOTS flip switches, and powerful energy binders shoot between the engines. Aliens carrying large flags move off the track. JAR JAR covers his eyes.

JAR JAR: Oh, dissen ganna be messy! Mesa no watchen.

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

Jabba bites off the head of a frog and spits it at a gong, signaling the start of the race.

EXT MOS ESPA - ARENA - STARTING GRID - DAY

On a bridge over the track, a great green light at the center flashes. The Podracers shoot forward with a high-pitches scream.

ANAKIN'S engine floods and coughs - then dies. All the other Podracers except one swerve around him and dissapear down the track. The slave boy struggles to get his racer started. The two-headed announcer reports.

FODE/BEED: (O.S.)

A: An dare ovv!

B: Oh...wait. Little Skywalker has stalled.

The crowd laughs and points at the stalled craft.

QUADRINAROS works franticaly on his pod.

FODE/BEED: (O.S.)

B: Well it looks like Quadrinaros is having engine trouble also.

QUADRINAROS pounds on his dashboard in frustration.

JAR JAR: C'mon Ani!

Finally, Anakin's engines ignite. He zooms away after the receeding pack of competitors, leaving one quadra-Pod racer still trying to get started. The two-headed ANNOUNCER describes the race as it progresses.

FODE/BEED: (O.S.)

B: And there goes Skywalker...

JAR JAR: Go Ani, go!

FODE/BEED: (O.S.)

B: (cont'd) He'll be hard pressed to catch up with the leaders.

EXT MOS ESPA - RACETRACK - DAY (FX)

The Podracers fly across the desert. SEBULBA is running neck and neck with MAWHONIC. They round the first turn in the track, side by side. SEBULBA drives his Pod into his rival, forcing him into the wall of a large rock formation. MAWHONIC crashes in a spectacular display of fire and smoke.

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

One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN tries to pass him on one side and is cut off. He then tries to pass him on the other side ansd is cut off. As they come up on a cliff drop-off, ANAKIN backs off, then guns it as GASGANO goes over the cliff. ANAJIN accelerates so fast that he sails right over the top of GASGANO and speeds away.

Four TUSKEN RAIDERS perched above the race course fire their rifles at the Pods racing in the canyon below them. One shot ricochets off the back of Anakin's Pod.

FODE/BEED:

B: Looks like a few Tusken Riaders have camped out on the canyon dune turn.

EXT MOS ESPA - ARENA - VIEWING PLATFORM - DAY

The quadra-Pod engines start just as the racers come around the corner. The DRIVER, BEN QUADRINAROS, puts it in gear, and the four engines go off in all directions, EXPLODING in a spectacular display.

FODE/BEED:

B: Ooo! There goes Quadrinaros power cuppling.

The Pod drops to the ground as SEBULBA enters the arena, closely followed by all the OTHER RACERS.

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

EXT MOS ESPA - ARENA - VIEWING PLATFORM - DAY

FODE/BEED: (O.S)

A: Sebulba! Ka pa me cheespa wata!

The crowd SCREAMS. WATTO is laughing with his friends, confident in Anakin's defeat.

ODY stops in the pits. Droids work on his engines. DUM-4 stands in front of the engine and is sucked in, causing the engine to die.

DUM-4 is spit out the back of the engine, very bent up. The engine lets out one final wheeze, then EXPLODES in a puff of smoke.

FODE/BEED: (O.S.)

A: Ody Mandrell! Coona wa wunda dunko!

ODY: Droids!

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

JABBA flicks a rodent off the edge of the balcony.

EXT MOS ESPA - ARENA - PIT AREA - DAY

ARTOO, down in the pits with KITSTER, lets out a worried sigh. The driver of the quadra-Pod looks worried.

THREEPIO: Where is master Anakin?

ARTOO twitters something in response.

EXT MOS ESPA - ARENA - VIEWING PLATFORM - DAY

QUI-GON sits quietly, meditating. PADME and SHMI search the landscape for any sign of the racers.

PADME: Look, here he comes!

EXT MOS ESPA - RACETRACK - DAY (FX)

Sure enough, coming around the bend is ANAKIN, quickly gaining on the pack. The two-headed announcer describes the action. The crowd goes wild.

FODE/BEED: (O.S.)

B: It looks like Skywalker is moving up in the field...

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

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

KITSTER and WALD cheer as ANAKIN passes.

ARTOO lets out an excited whistle.

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

Lap two. SEBULBA and the pack race past the main arena. The crowd stands and YELLS as the Podracers scream off into the distance.

EXT MOS ESPA - RACETRACK - DAY (FX)

ANAKIN is powering around corners and over hills and cliffs, passing other racers right and left. SEBULBA is in the lead. He is being challenged by another racer, XELBREE.

SEBULBA slows a little, and as XELBREE pulls alongside, he opens a side vent on the racer's engine and the exhaust starts to cut through the alien's engine.

The blast cuts along the engine until finally it EXPLODES. SEBULBA deftly veers away.

FODE/BEED: (O.S.)

B: Oh, I don't care what universe you're from, that's gotta hurt.

ANAKIN works his way through a dense mass of racers as they zoom over a dune sea, kicking up dust. His Pod shakes violently as he goes over a jump. Tusken Raiders continue to shoot at the podracers. One of the Podracers, ODY, is hit by a blaster bolt and the whole thing EXPLODES.

EXT MOS ESPA - ARENA - VIEWING PLATFORM - DAY

QUI-GON, SHMI, PADME and JAR JAR continue to look fo ANAKIN.

JAR JAR: Here he comes, yahoo!

FODE/BEED: (O.S.)

B: At the start of the third and final lap, Sebulba is in the lead, closely followed by Skywalker...

ANAKIN finally catches up with SEBULBA, and runs neck and neck over the rough terrain. JAR JAR, QUI-GON, SHMI, and PADME all SCREAM s ANAKIN comes through the arena.

EXT MOS ESPA - RACETRACK - DAY (FX)

SEBULBA uses his side exhaust port to try to cut through Anakin's engines. ANAKIN manages to avoid having his engine disabled but is forced off course.

FODE/BEED: (O.S.)

B: Skywalker's been forced onto the service ramp!

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

FODE BEED: (O.S.)

B: It's Skywalker!

The crowd goes wild.

FODE BEED: (O.S.)

B: (cont'd) Amazing... a quick controlled thrust and he's back on course!

JAR JAR: Did he crashed?

SEBULBA is furious. He stay's right on Anakin's tail, crowding him and pushing him through the turns. SEBULBA pushes ANAKIN harder, and the young boy has a difficult time keeping control.

Two JAWA are watching from a distance.

One of the parts on Anakin's engines begins to shake loose.

FODE BEED: (O.S.)

B: Skywalker's in trouble. Sebulba takes the lead.

ANAKIN sees the problem and switches over to an auxiliary system. While he is trying to accomplish this maneuver, SEBULBA races past him.

ANAKIN tries to get around SEBULBA, to no avail. Every move ANAKIN makes, SEBULBA is able to block.

Finally, ANAKIN fakes a move into the inside as he usually does, then tries to go around SEBULBA on the outside. They race side by side down the final stretch of the track.

FODE/BEED: (O.S.)

B: He's catching Sebulba.

A: Inkabunga.

JAR JAR: Careful, Ani, careful, Ani!

SEBULBA veers toward ANAKIN and bangs into his Pod. He crashes into ANAKIN over and over. The young boy struggles to maintain control as the steering rods on the two Pods become hooked together. SEBULBA laughs at ANAKIN.

FODE/BEED: (O.S.)

B: That little human being is out of his mind.

A: Punda tah punda!

B: They're side by side!

A: Bongo du bongu!

As they head for the final stretch, ANAKIN fights to unlock the steering rods by trying to pull away from SEBULBA. The strain on the steering rod is tremendous. The release of tension sends SEBULBA into a spin as he crashes. One engine EXPLODES, then the other. SEBULBA skids and slides to a smoking stop. He slams his fists against his pod in discust.

SEBULBA: Poodu!

ANAKIN flies by as the crowd stands, CHERRING. QUI-GON, SHMI and PADME smile. JAR JAR gets excited. WALD and KITSTER jump up and down in excitment. ARTOO whistles hysterically.

THREEPIO: I can't believe it.

ANAKIN races over the finish line, the winner.

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

The two-headed announcer excitedly calls the finish.

FODE/BEED:

B: The crowds are going nuts! Oh Ah Oh Ah (rock head in tandem with partner)

EXT MOS ESPA - ARENA - DAY

As ANAKIN stops the Podracer, KITSTER turns up, and they embrace. Hundreds of SPECTATORS join them and put ANAKIN on their shoulders, marching off, CHEERING AND CHANTING. QUI-GON, SHMI, PADME and JAR JAR rush over to him.

ANAKIN: Mom! I did it! Yeah!

INT MOS ESPA - ARENA - PRIVATE BOX - DAY

Several ALIENS leave Watto's box, laughing and counting their money. WATTO's angry.

INT MOS ESPA - ARENA - ROYAL BOX - DAY

JABBA sits asleep in his box. His TWILEK majordomo taps him on the shoulder letting him know the race is over.

EXT MOS ESPA - ARENA - MAIN HANGER - DAY

The Main Hanger is almost deserted as RACERS depart.

INT MOS ESPA - ARENA - MAIN HANGER - DAY

JAR JAR picks up ANAKIN giving him a great hug.

JAR JAR: Great job, Ani!

Then PADME gives him a hug.

PADME: We owe you everything, Ani.

Then SHMI gives him a kiss.

SHMI: It's so wonderful, Ani. You have brought hope to those who have none. I'm so very proud of you...

ANAKIN: Ah...

INT MOS ESPA - ARENA - PRIVATE BOX - DAY

WATTO sees QUI-GON standing in the doorway.

WATTO: You! You swindled me! You knew the boy was going to win! Somehow you knew it! I lost everything.

WATTO flies up to QUI-GON and puts his face right up against QUI-GON's. QUI-GON simply smiles.

QUI-GON: Whenever you gamble, my friend, eventually you'll lose. Bring the parts to the main hanger. I'll come by your shop later so you can release the boy.

WATTO: You can't have him! It wasn't a fair bet!

QUI-GON: Would you like to discuss it with the Hutts ... I'm sure they can settle this.

WATTO: Take him!

QUI-GON nods and starts to leave.

EXT TATOOINE - DESERT - NABOO SPACECRAFT - DAY

ARTOO cruises ahead of QUI-GON and PADME, who are riding one of the EOPIES; JAR JAR rides the other. They stop in front of the sleek Naboo spacecraft. OBI-WAN comes out of the ship and joins them.

QUI-GON: Well, we have all the essential parts we need. I'm going back...some unfinished business. I won't be long.

OBI-WAN: Why do I sense we've picked up another pathetic life form...?

QUI-GON: It's the boy who's responsible for getting those parts. Get this hyperdrive generator installed.

OBI-WAN: Yes, Master. It shouldn't take long.

QUI-GON turns and rides back to town on the EOPIE.

EXT TATOOINE - STREET - SLAVE QUARTERS - DAY

Farther down the street QUI-GON and ANAKIN head toward Anakin's hovel. QUI-GON takes a handful of credits from beneath his poncho and hands them to the boy.

QUI-GON: Hi!

ANAKIN: (suddenly beaming) Yes!

INT ANAKIN'S HOVEL - MAIN ROOM - DAY

SHMI is cleaning up as ANAKIN bursts through the door, followed by QUI-GON.

ANAKIN: Mom, he sold the Pod. Look at all the money we have!

ANAKIN pulls a bag of coins out of his pocket.

SHMI: Oh, my goodness, That's wonderful Ani.

QUI-GON: And Anakin has been freed.

ANAKIN: What?!?

QUI-GON: You're no longer a slave.

ANAKIN: Did you hear that?

SHMI: Now you can make your dreams come true, Annie. You're free! (turns to Qui-Gon) Will you take him with you? Is he to become a Jedi?

QUI-GON: Yes. Our meeting was not a coincidence. Nothing happens by accident.

ANAKIN: You mean I get to come with you in your starship?!

QUI-GON kneels down to the boy.

QUI-GON: Anakin, training to become a Jedi is not be a easy challenge. And if you succeed, it's a hard life.

ANAKIN: But I want to go. It's what I've always dreamed of doing. Can I go, Mom?!

SHMI: Anakin, this path has been placed for you; the choice is yours alone.

ANAKIN thinks a bit as he looks to his mother.

ANAKIN: I want to do it.

QUI-GON: Then, pack your things. We haven't much time.

ANAKIN: Yipee!!

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

ANAKIN: (Cont'd) What about Mom? Is she free too?

QUI-GON: I tried to free your mother, Ani, but Watto wouldn't have it.

ANAKIN: You're coming, aren't you, Mom?

SHMI: Son, my place is here. My future is here. It is time for you to let go...

ANAKIN: I don't want things to change.

SHMI: But you can't stop change any more than you can stop the suns from setting. Now... hurry.

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

SHMI: (Cont'd) Thank you.

QUI-GON: I'll watch after him. You have my word. Will you be all right?

INT ANAKIN'S HOVEL - BEDROOM - DAY

ANAKIN hurries to throw the last of his things into his backpack. He walks over and pushes the button on the droid to wake him up. THREEPIO stares at him blankly.

THREEPIO: Oh! Oh my, oh. Hello Master Anakin.

ANAKIN: Well, Threepio, I'm free ... and I'm going away ... in a starship ...

THREEPIO: Master, Annie, you are my maker, and I wish you well. However, I should prefer it if I were a little more... comepleted.

ANAKIN: I'm sorry I wasn't able to finish you, Threepio ... give you coverings and all ... I'm going to miss working on you. You've been a great pal. I'll make sure Mom doesn't sell you or anything.

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

THREEPIO: Sell me?!?

ANAKIN: Bye.

EXT MOS ESPA - STREET - SLAVE QUARTERS - DAY

QUI-GON and ANAKIN exit the hovel. SHMI stands in the doorway. QUI-GON and ANAKIN start to walk down the street, then ANAKIN stops to look back at his mother standing in the doorway. He turns back to QUI-GON, then turns and runs back to his mother. SHMI hugs ANAKIN. QUI-GON watches from the distance. She kneels down and looks him in the face.

ANAKIN: (starting to cry) I can't do it, Mom. I just can't do it.

SHMI: Annie...

ANAKIN: Will I ever see you again?

SHMI: What does your heart tell you?

ANAKIN: I hope so... yes... I guess.

SHMI: Then we will see each other again.

ANAKIN: I will come back and free you, Mom... I promise.

SHMI: Now be brave, and don't look back... don't look back.

SHMI hugs ANAKIN, then turns him around so he is facing QUI-GON, and off he marches, like the brave little trooper that he is. He marches right past QUI-GON, starring right ahead, tears in his eyes, determined not to look back.

EXT TATOOINE - DESERT MESA - DAY

The PROBE DROID beeps and whistles to DARTH MAUL. The SITH LORD gets on a speeder bike and follows the PROBE DROID into Mos Espa.

EXT TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and ANAKIN run toward the Naboo spacecraft. ANAKIN is having a hard time keeping up.

ANAKIN: Qui-Gon, sir, wait, I'm tired!

QUI-GON turns to answer and sees a DARK-CLOAKED FIGURE bearing down on a speeder bike.

QUI-GON: Anakin, drop!

ANAKIN drops to the ground just as DARTH MAUL sweeps over him. DARTH MAUL jumps off his speeder bike, and before he has hit the ground, the Sith Lord has swund a death blow with his laser sword that is barely blocked by QUI-GON.

ANAKIN picks himself up. The two galactic warriors, Sith and Jedi, are bashing each other with incredible blows. They move in a continual cloudof dust, smashing everything around them. This is a fierce fight. ANAKIN gets up, bewildered by the confrontation.

QUI-GON: (Cont'd) Annie, tell them to take off!

QUI-GON struggles to fend off the relentless onslaught as ANAKIN races to the ship.

INT NABOO SPACECRAFT - COCKPIT

CAPTAIN PANAKA, ANAKIN, and PADME rush into the cockpit where OBI-WAN and RIC OLIE are checking the hyperdrive.

CAPT. PANAKA: Qui-Gon's in trouble!

OBI-WAN: Take off. Over there! Fly low!

In the distance is a small cloud of dust.

EXT TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and DARTH MAUL continue their sword battle. Leaping over one another in an incredible display of acrobatics, the two warriors hear the ship fly over them a few feet off the ground. QUI-GON almost disappears for a moment.

Before DARTH MAUL knows what's happening, QUI-GON is on the spacecrat's ramp.

EXT TATOOINE - NABOO SPACECRAFT RAMP - DAY

The ramp closes, and the Naboo craft rockets away, leaving the Sith Lord standing alone.

EXT SPACE - NABOO SPACECRAFT (FX)

The sleek spacecraft rockets away from the planet Tatooine.

INT NABOO SPACECRAFT - HALLWAY

ANAKIN and OBI-WAN rush into the hallway to find QUI-GON collapsed on the floor opposite the entry. ARTOO is looking over him.

The JEDI is breathing hard, wet with sweat and covered in dirt.

ANAKIN and OBI-WAN come through the door.

ANAKIN: Are you all right?

QUI-GON: I think so.

OBI-WAN: What was it?

QUI-GON: I'm not sure... but he was well trained in the Jedi arts. My guess is he was after the Queen...

ANAKIN: What are we going to do about it?

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

QUI-GON: We will be patient. Anakin Skywalker, meet Obi-Wan Kenobi.

ANAKIN: Hi. You're a Jedi too? Pleased to meet you.

OBI-WAN and QUI-GON look at each other.

EXT. SPACE - NABOO SPACECRAFT (FX)

The ship flies away from Tatooine.

EXT THEED - NIGHT (FX)

The Palace can be seen in the distance.

INT NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE sits in a strange, mechanical walking chair, which moves beside SIO BIBBLE. A group of armed GUARD DROIDS march behind them.

NUTE: Your Queen is lost, your people are starving, and you, Governor, are going to die, much sooner than your people, I'm afraid.

BIBBLE: This invasion will gain you nothing. We're a democracy. The people have decided...

NUTE: Take him away.

BIBBLE is taken away as OOM-9 approaches NUTE.

OOM-9: My troops are in position to begin searching the swamps for these rumored underwater villages... they will not stay hidden for long.

INT NABOO SPACECRAFT - MAIN AREA

The ship is asleep. The lights are dim as PADME walks into the main room. She goes to a monitor and watches the BIBBLE plea recording. JAR JAR is stretched out in a chair, snoring. ARTOO is to one side, cooing as he rests.

PADME appears tired. She senses someone watching her and turns around with a start. She sees ANAKIN sitting in the corner, shivering and looking very dejected.

PADME: Are you all right?

ANAKIN: It's very cold.

She goes over to him. He looks up at her with tears in his eyes. He is holding his arms to keep himself warm. PADME gives him her over-jacket.

PADME: You come from a warm planet, Annie. A little too warm for my taste. Space is cold.

ANAKIN: You seem sad.

PADME: The Queen is... worried. Her people are suffering... dying. She must convince the Senate to intervene, I'm not sure what will happen.

ANAKIN: (he pulls something from his pocket) I made this for you. So you'd remember me. I carved it out of a japor snippet... It will bring you good fortune.

ANAKIN hands a wooden pendant to PADME. She inspects it, then puts it around her neck.

PADME: It's beautiful, but I don't need this to remember you by. Many things will change when we reach the capital, Ani. My caring for you will remain.

ANAKIN: I care for you too. Only I...

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

PADME: ...Miss your mother.

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

EXT SPACE - PLANET CORUSCANT (FX)

MOVE with the ship as it heads toward Coruscant.

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

The spacecraft flies over the endless cityscape of Coruscant, the capital of the galaxy.

INT NABOO SPACECRAFT - COCKPIT

ANAKIN looks out the cockpit window in awe.

RIC OLIE: Coruscant... the entire planet is one big city. There's Chancellor Valorum's shuttle. And look over there, Senator Palpatine is waiting for us.

INT NABOO SPACECRAFT - DAY (FX)

The ship flies through the cityscape of Coruscant.

EXT CORUSCANT - SENATE LANDING PLATFORM - DAY

Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR PALPATINE stand on a landing platform.

The sleek Naboo spacecraft lands on the platform high above the street level of the galactic capital. The ramp lowers. OBI-WAN, QUI-GON, JAR JAR and ANAKIN descend the ramp first and bow before PALPATINE and VALORUM.

CAPTAIN PANAKA, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE, EIRTAE, and MORE GUARDS descend the ramp. QUEEN AMIDALA stops before the group.ANAKIN and JAR JAR stand to one side, looking at the huge city. PADME smiles at ANAKIN. PALPATINE bows before the Queen.

PALPATINE: It is a great gift to see you alive, Your Majesty. With the communications breakdown, we've become very concerned. I'm anxious to hear your report on the situation. May I present Supreme Chancellor Valorum.

VALORUM: Welcome, Your Highness. It's an honor to finally meet you in person.

AMIDALA: Thank you, Supreme Chancellor.

VALORUM: (cont'd) I must relay to you how distressed everyone is over the currant situation. I've called for a special session of the Senate to hear your position.

AMIDALA: I am grateful for your concern, Chancellor.

PALPATINE starts to lead QUEEN AMIDALA and her RETINUE off the platform toward a waiting air taxi.

PALPATINE: There is a question of precedure, but I feel confident we can overcome it...

JAR JAR and ANAKIN follow the QUEEN, PALPATINE, PADME, RABE and EIRTAE to the taxi.

QUI-GON and OBI-WAN stop to speak with VALORUM as they watch the group head towards the taxi.

QUI-GON: I must speak with the Jedi Council immediately. The situation has become more complicated.

INT PALPATINE'S QUARTERS - ANTEROOM - DAY

QUEEN AMIDALA is sitting listening to PALPATINE. EIRTAE and RABE stand behind the QUEEN; PADME is nowhere to be seen. ANAKIN and JAR JAR are waiting in an adjoining room. They can see the Queen but cannot hear what is being said.

CAPTAIN PANAKA enters, then goes into the room with QUEEN AMIDALA.

INT PALPATINE'S QUARTERS - LIVING AREA - DAY

PALPATINE is pacing as CAPTAIN PANAKA enters. EIRTAE and RABE stand to one side.

PALPATINE: ...the Republic is not what it once was. The Senate is full of greedy, squabbling delegates. There is no interest in the common good. I must be frank, Your Majesty, there is little chance the Senate will act on the invasion.

AMIDALA: Chancellor Valorum seems to think there is hope.

PALPATINE: If I may say so, Your Majesty, the Chancellor has little real power... he is mired by baseless accusations of corruption. The bureaucrats are in charge now.

AMIDALA: What options have we?

PALPATINE: Our best choice would be to push for the election of a stronger Supreme Chancellor. One who will take control of the bureaucrats, and give us justice. You could call for a vote of no confidence in Chancellor Valorum.

AMIDALA: He has been our strongest supporter?

PALPATINE: Our only other choice would to be to submit a plea to the courts...

AMIDALA: The courts take even longer to decide things than the Senate. Our people are dying, Senator... We must do something quickly to stop the Federation.

PALPATINE: To be realistic, Your Majesty, I think we're going to have to accept Federation control for the time being.

AMIDALA: That is something I cannot do.

EXT TEMPLE OF THE JEDI - DAY (FX)

A unique building with it tall spires stands out against the Coruscant skyline. A small transport passes by the vast temple.

INT TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY

QUI-GON stands in a tall stately room. Twelve JEDI sit in a semi-circle. OBI-WAN stands behind QUI-GON in the center of the room.

The Senior Jedi is MACE WINDU. To his left is an alien Jedi named KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

QUI-GON: ... He was trained in the Jedi arts. My only conclusion can be that it was a Sith Lord.

KI-ADI: Impossible! The Sith have been extinct for a millenium.

MACE WINDU: I do not believe the Sith could have returned without us knowing.

YODA: Ah, hard to see, the dark side is.

MACE WINDU: We will use all our resources here to unravel this mystery and discover the identity of your attacker... May the Force be with you.

OBI-WAN turns and leaves, but QUI-GON continues to face the Council.

YODA: (Cont'd) Master Qui-Gon more to say have you?

QUI-GON: With your permission, my Master. I have encountered a vergence in the Force.

YODA: A vergence, you say?

MACE WINDU: Located around a person?

QUI-GON: A boy... his cells have the highest concentration of midi-chlorians I have ever seen in a life form. It is possible he was conceived by the midi-chlorians.

MACE WINDU: You're referring to the prophesy of the one who will bring balance to the Force... you believe it's this boy??

QUI-GON: I don't presume...

YODA: But you do! Revealed your opinion is.

QUI-GON: I request the boy be tested, Master.

The JEDI all look to one another. They nod and turn back to OBI-WAN and QUI-GON.

YODA: Trained as a Jedi, you request for him?

QUI-GON: Finding him was the will of the Force... I have no doubt of that.

MACE WINDU: Bring him before us, then.

INT QUEENS QUARTERS - CORUSCANT - DAY

Anakin, tentative, walks down one of the long hallways in Senator Palpatine's quarters. He stops before a door that is flanked by a GUARD.

The GUARD speaks into his comlink as ANAKIN looks around a bit nervously.

GUARD: The boy is here to see Padme.

RABE: (v.o.) Let him in.

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

RABE greets ANAKIN as TWO OTHER HANDMAIDENS come and go into the next room.

RABE: I'm sorry, Ani, but Padme is not here right now.

The Queen speaks out in the next room.

AMIDALA: (O.S.) Who is it?

RABE: Anakin Skywalker, to see Padme, Your Highness.

The QUEEN moves into the doorway and studies ANAKIN. ANAKIN bows and looks down, then takes a peek at her.

AMIDALA: I've sent Padme on an errand.

ANAKIN: I'm on my way to the Jedi temple to start my training, I hope.

The QUEEN just stares at him.

ANAKIN: (Cont'd) I may not see her again... so... I came to say goodbye.

AMIDALA: We will tell her for you. We are sure her heart goes with you.

ANAKIN bows again.

ANAKIN: Thank you, Your Highness.

The QUEEN dissapears behind the doorway, and ANAKIN exits.

EXT CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX)

A large, distinctive looking domed building stands out amid the cityscape of Coruscant.

INT MAIN ROTUNDA - GALACTIC SENATE - DAY

The Senate chambers are huge. Thousands of SENATORS and their AIDES sit in the circular assembly area. CHANCELLOR VALORUM sits in an elevated area in the center. SENATOR PALPATINE, QUEEN AMIDALA, EIRTA, RABE, and CAPTAIN PANAKA sit in the Naboo congressional box, which is actually a floating platform.

VALORUM: The Chair recognizes the Senator from the sovereign system of Naboo.

The Naboo congressional box floats into the center.

PALPATINE: Supreme Chancellor, delegates of the Senate. A tragedy has occurred which started with the taxation of trade routes, and has now engulfed our entire planet in the oppression of the Trade Federation.

A second box rushes into the center of the Senate. It is filled with Federation trade barons led by LOTT DOD, the Senator for the Federation.

LOTT DOD: This is outrageous! I object to the Senator's statements!

VALORUM: The Chair does not recognize the Senator from the Trade Federation at this time. Please return to your station.

LOTT DOD reluctantly moves back to his place.

PALPATINE: To state our allegations, I present Queen Amidala, recently elected ruler of Naboo, who speaks on our behalf.

QUEEN AMIDALA stands and addresses the assembly. There is some applause.

AMIDALA: Honorable representatives of the Republic, I come to you under the gravest of circumstances. Naboo system has been invaded by the droid armies of the Trade...

LOTT DOD: I object! There is no proof. This is incredible. We recommend a commission be sent to Naboo to ascertain the truth.

A third box representing Malastare moves into the center of the room. AKS MOE, the Ambassador, addresses the convention.

AKS MOE: The Congress of Malastare concurs with the honorable delegate from the Trade Federation. A commission must be appointed.

VALORUM: The point...

VALORUM confers with several of his AIDES and VICE CHAIRMAN MAS AMEDDA. PALPATINE whispers something to the QUEEN.

PALPATINE: Enter the bureaucrats, the true rulers of the Republic, and on the payroll of the Trade Federation, I might add. This is where Chancellor Valorum's strength will dissapear.

VALORUM: The point is conceded ... will you defer your motion to allow a commission to explore the validity of your accusations?

QUEEN AMIDALA is angry but remains composed.

AMIDALA: (angrily) I will not defer... I have come before you to resolve this attack on our sovereignty now. I was not elected to watch my people suffer and die while you discuss this invasion in a committee. If this body is not capable of action, I suggest new leadership is needed... I move for a "vote of no confidence"... in Chancellor Valorum's leadership.

This causes a great stir in the assembly. A loud murmur cresendos into a roar of approval and jeers.

ASSEMBLY: Vote now! Vote now! Vote now!

CHANCELLOR VALORUM is stunned and stands back, speechless. His Vice Chair, MAS AMEDDA, takes over.

MAS AMEDDA: Order!

Things settledown a little. The Federation box settles next to AMIDALA.

PALPATINE stands next to AMIDALA.

PALPATINE: Now they will elect a new Chancellor, a strong Chancellor, one who will not let our tragedy continue...

EXT PALACE OF THE JEDI - BALCONY - SUNSET

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

OBI-WAN: The boy will not pass the Council's tests, Master. He's too old.

QUI-GON: Anakin will become a Jedi ... I promise you.

OBI-WAN: Do not defy the Council, Master... not again.

QUI-GON: I shall do what I must, Obi-Wan.

OBI-WAN: If you would just follow the code you would be on the council. They will not go along with you this time.

QUI-GON: You still have much to learn, my young apprentice.

INT PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET

ANAKIN stands before the TWELVE JEDI. MACE WINDU holds a small hand-held viewing screen. In rapid succession, images flash across the screen.

ANAKIN: A ship... a cup... a ship... a speeder.

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

YODA: Hmm... how feel you?

ANAKIN: Cold, sir.

YODA: Afraid are you?

ANAKIN: No, sir.

YODA: See through you, we can.

MACE WINDU: Be mindful of your feelings...

KI-ADI: Your thoughts dwell on your mother.

ANAKIN: I miss her.

YODA: Afraid to lose her... I think, hmm?

ANAKIN: (a little angry) What's that got to do with anything?

YODA: Everything. Fear is the path to the dark side... fear leads to anger... anger leads to hate.. hate leads to suffering... I sense much fear in you.

INT PALPATINES QUARTERS - SUNSET

QUEEN AMIDALA is standing, staring out the window, with JAR JAR. The lights of the city shimmer before them. EIRTAE and SABE stand near the door. JAR JAR turns to face the QUEEN and sees her sadness.

JAR JAR: Yousa tinken yousa people ganna die?

AMIDALA: I don't know.

JAR JAR: Gungans get pasted too, eh?

AMIDALA: I hope not.

JAR JAR: Gungans no die'n without a fight... wesa warriors. Wesa gotta grand army. Dat why yousa no liken us, mesatinks.

PALPATINE and CAPTAIN PANAKA rush into the room and bow before the QUEEN.

CAPT. PANAKA: Your Highness? Your Highness, Senator Palpatine has been nominated to succeed Valorum as Supreme Chancellor.

PALPATINE: A surprise, to be sure, but a welcome one. Your Majesty, if I am elected, I promise put an end to corruption.

AMIDALA: Who else can be nominated?

CAPT. PANAKA: Bail Antilles of Alderaan and Ailee Teem of Malastare.

PALPATINE: I feel confident ... our "situation" will create a strong sympathy vote for us ... I will be Chancellor.

AMIDALA: I fear by the time you have control of the bureaucrats, Senator, there will be nothing left of our our people, our way of life...

PALPATINE: I understand your concern, Your Majesty; unfortunately, the Federation has possession of our planet.

AMIDALA: Senator, this is your arena. I feel I must return to mine. I've decided to go back to Naboo.

PALPATINE: Go back!! But, Your Majesty, be realistic! They'll force you to sign the treaty.

AMIDALA: I will sign no treaty, Senator. My fate will be no different from that of our people. Captain!

CAPT. PANAKA: Your Highness?

AMIDALA: Ready my ship!

CAPT. PANAKA: Please, Your Majesty, stay here... where it's safe.

AMIDALA: It is clear to me now that the Republic no longer functions. I pray you will bring sanity and compassion back to the Senate.

AMIDALA and her RETINUE exit the room. PALPATINE is strieght-faced.

INT TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT

ANAKIN, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS OF THE JEDI COUNCIL.

KI-ADI: The Force is strong with him.

QUI-GON: He's to be trained, then?

The COUNCIL MEMBERS look to one another.

MACE WINDU: No. He will not be trained.

ANAKIN is crestfallen and stares at MACE.

MACE WINDU: He is too old.

QUI-GON: He is the chosen one... you must see it.

YODA: Clouded, this boy's future is.

QUI-GON: I will train him, then. I take Anakin as my Padawan learner.

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

YODA: An apprentice, you have, Qui-Gon. Impossible, to take on a second.

MACE WINDU: The code forbids it.

QUI-GON: Obi-Wan is ready...

OBI-WAN: I am ready to face the trials.

YODA: Our own council we will keep on who is ready.

QUI-GON: He is headstrong and he has much to learn of the living Force, but he is capable. There is little more he can learn from me.

YODA: Young Skywalker's fate will be decided later.

MACE WINDU: Now is not the time for this... the Senate is voting for a new Supreme Chancellor and Queen Amidala is returning home, which will put pressure on the Federation, and could widen the confrontation.

KI-ADI: And draw out the Queen's attacker.

MACE WINDU: Go with the Queen to Naboo and discover the identity of the dark warrior. That is the clue we need to unravel this mystery of the Sith.

YODA: May the Force be with you.

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

EXT CORUSCANT - SENATE LANDING PLATFORM - NIGHT

QUI-GON, OBI-WAN, and ANAKIN stand on the landing platform outside the ship. ARTOO whistles a happy tune. The wind whips at ANAKIN as he listens to the JEDI.

OBI-WAN: It is not disrespect, Master, it is the truth.

QUI-GON: From your point of view....

OBI-WAN: The boy is dangerous... they all sense it. Why can't you?

QUI-GON: His fate is uncertain, he's not dangerous. The Council will decide Anakin's future... that should be enough for you. Now get on board!

OBI-WAN reluctantly boards the Naboo spacecraft. QUI-GON goes over to ANAKIN who is standing next to ARTOO.

ANAKIN: Master Qui-Gon, sir, I don't want to be a problem.

QUI-GON: You won't be, Ani... I'm not allowed to train you, so I want you to watch me and be mindful...

ARTOO turns and rolls over to the edge of the platform watching the trafic.

QUI-GON: (cont'd) ... always remember, your focus determines your reality. Stay close to me and you will be safe.

ANAKIN: Master, sir... I heard Yoda talking about midi-chlorians. I've been wondering, what are midi-chlorians?

QUI-GON: Midi-chlorians are a microcopic lifeform that reside within all living cells.

ANAKIN: They live inside of me?

QUI-GON: In your cells, yes... and we are symbionts with them.

ANAKIN: Symbionts?

QUI-GON: Life forms living together for mutual advantage. Without the midi-chlorians, life could not exist, and we would have no knowledge of the Force. They continually speak to us, telling us the will of the Force. When you learn to quiet your mind, you will hear them speaking to you.

ANAKIN: I don't understand.

QUI-GON: With time and training, Ani... you will... you will.

Two taxis pull up, and CAPTAIN PANAKA, QUEEN AMIDALA, and her HANDMAIDENS stop before the JEDI.

QUI-GON: (Cont'd) Your Majesty, it is our pleasure to continue to serve and protect you.

AMIDALA: I welcome your help. Senator Palpatine fears the Federation means to destroy me.

QUI-GON: I assure you, I will not let that happen.

AMIDALA enters the ship, followed by her HANDMAIDENS. JAR JAR hugs QUI-GON and ANAKIN.

JAR JAR: Wesa goen home!

ANAKIN: C'mon, Artoo.

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

INT NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

DARTH SIDIOUS: Is the planet secure?

NUTE: We have taken over the last pockets of primitive life forms. We are in complete control of the planet now.

DARTH SIDIOUS: Good. I will see to it that in the Senate, things stay as they are. I'm sending my apprentice, Darth Maul, to join you.

NUTE: Yes, my Lord.

DARTH SIDIOUS fades off.

RUNE: A Sith Lord here?!!

INT SPACE - NABOO SPACECRAFT COCKPIT

ANAKIN stands next to the PILOT, RIC OLIE, pointing to various buttons and gauges.

RIC OLIE: Those are the forward stabalizers.

ANAKIN: And those two control the pitch?

RIC OLIE: You catch on pretty quick.

INT NABOO SPACECRAFT - QUEEN'S CHAMBERS

SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with QUI-GON and CAPTAIN PANAKA. OBI-WAN and JAR JAR watch.

CAPT. PANAKA: As soon as we land the Federation will arrest you, and force you to sign the treaty.

QUI-GON: I agree... I'm not sure what you wish to accomplish by this.

AMIDALA: I will take back what's ours.

CAPT. PANAKA: There are too few of us, Your Highness.... we have no army.

QUI-GON: And I can only protect you. I cannot fight a war for you.

AMIDALA: Jar Jar Binks!

JAR JAR looks around, puzzled.

JAR JAR: Mesa, Your Highness?

AMIDALA: Yes. I need your help.

INT NABOO CRUISER COCKPIT - DAY

The Naboo Cruiser heads toward the lush green planet. There is only one Federation battle cruiser orbiting. OBI-WAN and CAPTAIN PANAKA spot it on the view screen.

RIC OLIE: I have one battleship on my scope.

OBI-WAN: It's a droid control ship.

PANAKA: They've probably spotted us.

OBI-WAN: We haven't much time.

INT NABOO SPACECRAFT - MAIN HOLD

The QUEEN, CAPTAIN PANAKA, TROOPS, and HANDMAIDENS get ready to disembark as the ship lands deep within the forest.

EXT NABOO SWAMP - DAY

The Naboo spacecraft has landed in the Gungan swamp. TROOPS unload the ships in the background as OBI-WAN approaches QUI-GON.

OBI-WAN: Jar Jar is on his way to the Gungan city, Master.

QUI-GON's thoughts are elsewhere.

QUI-GON: Good.

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

OBI-WAN: Do you think the Queen's idea will work?

QUI-GON: The Gungans will not easily be swayed, and we cannot use our power to help her.

OBI-WAN: I'm... I'm sorry for my behavior, Master. It is not my place to disagree with you about the boy... and I am grateful you think I am ready to take the trials.

QUI-GON looks at him for a long moment.

QUI-GON: You've been a good apprentice, Obi-Wan, and you're a much wiser man than I am. I foresee you will become a great Jedi Knight.

EXT NABOO SWAMP LAKE - DAY

JAR JAR exits the swamp lake and walks over to CAPTAIN PANAKA, OBI-WAN, and QUI-GON. QUEEN AMIDALA, PADME, EIRTAE, RABE, ANAKIN, ARTOO, FOUR PILOTS, and EIGHT GUARDS stand in the background near the starship.

JAR JAR: Dare-sa nobody dare. Da Gungan city is diserted. Some kinda fight, mesa tinks.

OBI-WAN: Do you think they have been taken to camps?

CAPT. PANAKA: More likely they were wiped out.

JAR JAR: Mesa no tink so.

QUI-GON: Do you know where they are, Jar Jar?

JAR JAR: When in trouble, Gungans go to sacred place. Mesa show you. C'mon, mesa show you.

EXT NABOO SWAMP - DAY

The GROUP follows JAR JAR as he moves through the swamp. JAR JAR stops and sniffs the air. The GROUP stop behind him.

EXT NABOO SACRED TEMPLE RUINS - DAY

JAR JAR, QUEEN AMIDALA, ANAKIN, ARTOO, QUI-GON, OBI-WAN, PADME, RABE, EIRTAE, and the rest of her group are led through a clearing full of GUNGAN refugees. At the far end are the ruins of a grand temple with massive carved heads. BOSS NASS and several other COUNCIL MEMBERS walk out on the top of a three-quarter-submerged head.

CAPT. TARPALS: You Honor, Queen Amidala of the Naboo.

JAR JAR: Ah, ello dare, ye big Boss Nass, You Honor.

BOSS NASS: Jar Jar Binks, who's da uss-en others??

QUEEN AMIDALA steps forward. CAPTAIN PANAKA and the JEDI stand behind her.

AMIDALA: I am Queen Amidala of the Naboo... I come before you in peace.

BOSS NASS: Ah, Naboo biggen. Yousa bringen da Mackineeks... Yousa all bombad.

CAPTAIN PANAKA and HALF A DOZEN GUARDS and PILOTS look around nervously, and the GUNGAN TROOPS lower their long power poles. The JEDI stay relaxed. ANAKIN watches everything with great interest.

AMIDALA: We have searched you out 'cause we wish to form an alliance...

Suddenly, PADME steps forward.

PADME: Your Honor...

BOSS NASS: Whosa dis?

PADME: I am Queen Amidala.

JAR JAR and ANAKIN are stunned.

PADME: (points to Queen) This is my decoy... my protection... my loyal bodyguard.

OBI-WAN and QUI-GON give each other a knowing look.

PADME: (Cont'd) ... I am sorry for my deception, but it was necessary to protect myself. Although we do not always agree, Your Honor, our two great societies have always lived in peace. The Trade Federation has destroyed all that we have worked so hard to build. If we do not act quickly, all will be lost forever... I ask you to help us... (PADME drops to her knees before the GUNGANS.)... no, I beg you to help us. We are your humble servants...

There is a gasp from CAPTAIN PANAKA, HIS TROOPS, and the HANDMAIDENS.

PADME: (Cont'd) ... Our fate is in your hands.

Slowly, CAPTAIN PANAKA and his TROOPS bow down before the GUNGAN COUNCIL. Then the HANDMAIDENS, ANAKIN, and finally the JEDI. The GUNGANS are puzzled by this. BOSS NASS begins to laugh.

BOSS NASS: Yousa no tinken yousa greater den da Gungans.. Mesa like dis.

QUI-GON and OBI-WAN smile at each other.

BOSS NASS: (cont'd) Maybe wesa bein friends.

PADME and the others start to smile and laugh at the situation.

INT NABOO PALACE - THRONE ROOM - DAY

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

NUTE: ... we've sent out patrols. We've already located their starship in the swamp... It won't be long, My Lord.

DARTH SIDIOUS: This is an unexpected move for her. It's too aggressive... Lord Maul, be mindful. Let them make the first move.

DARTH MAUL: Yes, my Master.

EXT NABOO EDGE OF SWAMP/ GRASS PLAINS - DAY

A GUNGAN SENTRY sits on top of the ancient temple heah, searching the landscape with a pair of electrobinoculars. He sees something and yells down to ANAKIN at the foot of the statue.

GUNGAN LOOKOUT: Daza comen!

ANAKIN: All right...

ANAKIN yells and runs over to PADME and the JEDI, who are discussing a battle plan with FIVE GUNGAN GENERALS.

ANAKIN: (cont'd) ... They're here.

PADME: Good, they made it.

THREE SPEEDERS pull up to the GROUP. CAPTAIN PANAKA and a DOZEN OR SO GUARDS and PILOTS pile out and join the group.

BOSS NASS puts his arm around JAR JAR.

BOSS NASS: Yousa doen grand. Jar Jar bringen usen an da Naboo together.

JAR JAR: Oh, no, no, no...

BOSS NASS: So, wesa make yous Bombad General.

JAR JAR: General??! Oh, no..

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

BOSS NASS laughs and walks over to where CAPTAIN PANAKA is talking with PADME and the JEDI.

PADME: What is the situation?

CAPT. PANAKA: Almost everyone's in camps. A few hundred police and guards have formed an underground resistance movement. I brought back as many of the leaders as I could. The Federation Army's also much larger than we thought, and much stronger. Your Highness, this is a battle I do not think we can win.

PADME: The battle is a diversion. The Gungans must draw the Droid Army away from the cities. (to Artoo) Artoo, we can enter the city using the secret passages on the waterfall side. Once we get to the main entrance, Captain Panaka will create a diversion. Then we can enter the palace and capture the Viceroy. Without the Viceroy, they will be lost and confused.

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

PADME: (Cont'd) What do you think, Master Jedi?

QUI-GON: The Viceroy will be well guarded.

CAPT. PANAKA: The difficulty's getting into the throne room. Once we're inside, we shouldn't have a problem.

QUI-GON: There is a possibility, with this diversion many, Gungans will be killed.

BOSS NASS: Wesa ready to do are-sa part.

ANAKIN watches with interest.

PADME: We have a plan which should immobilize the Droid Army. We will send what pilots we have to knock out the Droid control ship orbiting the planet.

QUI-GON: A well-conceived plan. However, there's great risk. The weapons on your fighters may not penetrate the shields.

OBI-WAN: And there's an even bigger danger. If the Viceroy escapes, Your Highness, he will return with another droid army.

PADME: Well that is why we must not fail to get to the Viceroy. Everything depends on it.

INT THEED - PALACE - THRONE ROOM - DAY

NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS walk through the throne room.

DARTH SIDIOUS: ... she is more foolish than I thought.

NUTE: We are sending more troops to meet this army assembling in the swamp. It appears to be made up of primitives.

DARTH SIDIOUS: This will work to our advantage.

NUTE: I have your approval to proceed then, My Lord.

DARTH SIDIOUS: Wipe them out... all of them.

INT NABOO SWAMP LAKE - DAY (FX)

All is peaceful. Suddenly there is a disturbance in the middle of the lake. A rush of bubbles, then a GUNGAN SOLDIER riding a KAADU emerges from the fog, followed by SEVERAL OTHERS.

SOLDIERS on huge, lizard-like FAMBAAS with large shield generators mounted on their backs follow the marching WARRIORS.

The GUNGAN ARMY heads out of the swamp and onto the rolling grassy hills. HUNDREDS OF GUNGAN WARRIORS march in lon lines toward the horizon.

The GUNGAN, GENERAL CEEL, sees the tanks on the ridge and orders a halt. The GUNGANS are spread out in a large line. JAR JAR is nervous.

GENERAL CEEL signals to the shield operators.

GENERAL CEEL: Halt! Starten up the shield.

A red ray shoots out of the generator and blasts into a large dish on the back of a second FAMBAA and spreads like an umbrella over the assembled WARRIORS.

Federation tanks move up to a ridge and stop. In the distance they see the GUNGAN ARMY waiting for them.

BATTLE DROID CAPT.: Pull 'em forward.

The Federation tanks fire upon the GUNGAN army hitting thier shields.

EXT THEED - CENTRAL PLAZA - DAY

PADME, followed by EIRTAE, OBI-WAN, QUI-GON, ANAKIN, and ARTOO, stealthily makes her way toward the entrance to the main hanger. They are followed by about TWENTY NABOO GUARDS, PILOTS, and TROOPS. They stop, and PADME uses a small red laser light to signal across the plaza to CAPTAIN PANAKA, RABE and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back. QUI-GON leans over to ANAKIN.

QUI-GON: Once we get inside, you find a safe place to hide and stay there.

ANAKIN: Sure.

QUI-GON points a stern finger at ANAKIN.

QUI-GON: (cont'd) Stay there!

DROID TROOPS mill about the tank-filled plaza. At the far end of the plaza, SEVERAL DROIDS begin to run and fire. NABOO SOLDIERS begin to fire back at the BATTLE DROIDS.

As the ruckus erupts at one end of the plaza, PADME and her TROOPS rush into the main hanger. CAPTAIN PANAKA and HIS SOLDIERS continue to engage the DROIDS outside.

INT THEED - PALACE THRONE ROOM - DAY

NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle on a large view screen.

NUTE: I thought the battle was going to take place far from here... this is too close!

INT THEED - CENTRAL HANGER - DAY

QUI-GON: Ani, find cover, quick!

ANAKIN hides behind one of the Naboo fighters, ducking as large bolts whiz past and EXPLODE near him. PADME and the TWO JEDI destroy BATTLE DROIDS right and left. The QUEEN'S TROOPS and EIRTAE also blast away at the DROIDS. PADME signals to her pilots.

PADME: Get to your ships!

The PILOTS and ARTOO UNITS run for the Naboo fighter craft stacked in the hanger bay.

The ship begins to levitate out of the hanger. BATTLE DROIDS fire at it as it falls in behind five other fighters. ARTOO whistles to ANAKIN from a fighter not far away. ANAKIN runs and jumps into the fighter to hide.

EXT THEED - CENTRAL HANGER - DAY

SEVERAL FIGHTERS take off. One is hit which causes it to pinwheel into the ground and EXPLODE.

INT THEED - CENTRAL HANGER - DAY

CAPTAIN PANAKA and several GUARDS rush for cover as the remaining fighters exit the hanger.

PADME and the JEDI defend themselves against the remaining BATTLE DROIDS.

EXT NABOO FIGHTERS - SPACE (FX)

The fighters fly past the planets moon towards the DROID CONTROL SHIP of the FEDERATION.

RIC OLIE: Fighters straight ahead.

BROVO TWO: Roger, Brovo Leader.

BROVO THREE: Roger, Brovo Leader.

EXT NABOO GRASS PLAINS - DAY (FX)

The Federation tanks begin to fire on the GUNGANS, but they are protected by their energy shield.

OOM-9: Cease fire!

The tanks stop firing, and the GUNGANS watch for a minute.

JAR JAR: (to the group) Steady, steady.

The GUNGANS continue to wait as they see the doors to the massive transports open, and racks of BATTLE DROIDS are pulled out and lined up.

The GUNGANS get ready for an attack by activating individual shields. The WARRIORS dump large balls of energy into thier catapults readying themselves for the impending battle.

EXT SPACE (FX)

The battle rages on around the DROID CONTROL SHIP.

INT FEDERATION BATTLESHIP - CONTROL ROOM

RUNE: Activate the droids.

TEY HOW: Yes, sir!

TEY HOW presses a switch on her control pad.

EXT NABOO GRASS PLAINS - DAY (FX)

The BATTLE DROIDS reconfigure into their standing position. They turn and aim their blasters at the GUNGANS.

CAPT. TARPALS: (to Jar Jar) Ouch time.

THOUSANDS OF DROIDS march toward the GUNGANS.

The DROIDS slowly march through the protective shield and start firing.

CAPT. TARPALS: Fire!

The GUNGANS throw their power poles and fling small balls of energy with slingshots towards the DROIDS.

The KAADU JAR JAR is mounted on rears up an nocks JAR JAR to the ground.

JAR JAR and another GUNGAN pick up a few enegy balls and fling them towards the DROIDS. OOM-9 watches from a tank on a hill overlooking the battle.

INT THEED - CENTRAL HANGER - DAY

CAPTAIN PANAKA, SABE and NABOO TROOPS rush into the hanger and overwhelm the few remaining BATTLE DROIDS. PADME, OBI-WAN, and QUI-GON join forces with CAPTAIN PANAKA.

PADME: My guess is the Viceroy is in the throne room.

She looks to QUI-GON.

CAPT. PANAKA: Red Group, Blue Group, everybody, this way.

They start to head for the exit, on the way passing the fighter where ANAKIN is hiding. ARTOO whistles a greeting as ANAKIN peeps out of the cockpit.

ANAKIN: Hey! Wait for me.

QUI-GON: Anakin, stay where you are. You'll be safe there.

ANAKNI: But, I...

QUI-GON: Stay in that cockpit.

They head for the exit. As they are about to go through the door, suddenly everyone halts, revealing DARTH MAUL standing in the doorway. CAPTAIN PANAKA, PADME, and HER TROOPS back away. QUI-GON and OBI-WAN step forward.

QUI-GON: (Cont'd) We'll handle this...

PADME: We'll take the long way.

DARTH MAUL takes off his hood, and the TWO JEDI take off their capes.

At the far end of the hanger, THREE WHEEL DROIDS roll in and transform into their battle position. ARTOO calls ANAKIN's attention to the DROIDS.

PADME and HER TROOPS run for cover as they see the DESTROYER DROIDS.

ANAKIN: We've gotta do something, Artoo!

DARTH MAUL ignites his laser sword as the JEDI ignite theirs. Both ends of the sword light up.

The JEDI begin to fight the Sith Lord.

The DROIDS begin to advance and start firing on PADME and HER TROOPS.

ARTOO whistles a reply. Suddenly, the ship's systems go on, and the ship begins to levitate.

ANAKIN: I'm trying to. I don't know where the trigger is.

ANAKIN pushes a button, and the ship begins to roll towards the DROIDS.

ANAKIN: (Cont'd) Oops, wrong one.. Maybe this one....

ANAKIN pulls down on a lever and the hatch closes.

ANAKIN: No. Wait, here it is.

He pulls back on it and hits the button. The lasers begin to fire, wiping out all DESTROYER DROIDS.

PADME: Let's go!

ANAKIN: Ah... It's on automatic pilot.

CAPTAIN PANAKA, PADME, and HER TROOPS exit into a palace hallway.

The fighter rockets out of the hanger. ARTOO and ANAKIN hold on for dear life.

INT NABOO STARFIGHTER - COCKPIT - DAY

ARTOO beeps.

ANAKIN: Try and override it.

ARTOO beeps.

ANAKIN puts on his helmet as the ship continues to speed towards space.

INT THEED - CENTRAL HANGER - DAY

The JEDI are engaged in a fierce sword fight with DARTH MAUL. They have moved into the center of the hanger.

The SITH LORD's moves are incredible. He is fighting the TWO JEDI at once, flipping into the air, outmaneuvering them at every turn.

The SITH LORD drives the JEDI out of the hanger and nto the power generator area next door.

The SITH LORD does a back flip over the chasm as the JEDI follow in pursuit.

INT THEED - PALACE - HALLWAY - DAY

PADME, CAPTAIN PANAKA, EIRTAE, SABE and THIER TROOPS are trapped in a hallway by BATTLE DROIDS.

PADME: We don't have time for this, Captain.

INT NABOO STARFIGHTER - COCKPIT - SPACE

A giant dogfight ensues. ANAKIN's fighter flies into space above Naboo. ARTOO beeps a worried concern.

ANAKIN: Look! There they are! That's where the autopilot is taking us.

ANAKIN's fighter flies toward the Federation Battleship.

EXT NABOO GRASS PALINS - DAY

A HALF DOZEN WHEEL DROIDS roll out toward the battle. They slowly roll through the deflector shields, then transform themselves once they get on the other side.

JAR JAR's clumsiness works for him in the battle. He falls off his KAADU and a DROID jumps on him. He drops the DROID and gets caught up in the DROIDS wiring, dragging the torso around with him, the DROID's gun firing randomly, accidentally blasting SEVERAL DROIDS in one process.

The GUNGANS blast the WHEEL DROIDS with energy balls. The DESTROYER DROIDS blast many GUNGANS.

INT NABOO STARFIGHTER - COCKPIT - SPACE

The SQUADRON attacks the space station.

RIC OLIE: Their deflector shield is too strong.

ANAKIN finds himself in the middle of the space battle. A ship explodes behind him (over his left shoulder).

ANAKIN: This is tense!

He looks forward to see enemy ships approaching head on.

ANAKN: (Cont'd) Artoo, get us off this Autopilot! It's gonna get us both killed!

ARTOO screams a reply.

ANAKIN: (Cont'd) You did it, Artoo!

ANAKIN flips switches.

ANAKIN: (Cont'd) Okay, let's go left!

He moves the controls left and the ship responds, turning left.

ARTOO beeps

ANAKIN: (Cont'd) Go back!?! Qui-Gon told me to stay in this cockpit and that's what I'm gonna do.

An enemy fighter comes into his sights. ANAKIN pushes the controls and instead of firing, his fighter accelerates past the enemy ship.

Now the enemy ship is on his tail. He tries evasive maneuvers.

ANAKIN: (Cont'd) I'll try spinning, that's a good trick.

ANAKIN rolls the ship as ARTOO screams desperately.

ANAKIN: (Cont'd) I know we're in trouble! Just hang on!

INT THEED - PALACE - HALLWAY - DAY

CAPTAIN PANAKA blasts a hole in the window.

CAPT. PANAKA: Go!

They make their way outside the building onto a ledge about six stories above a raging waterfall. SABE, EIRTAE and about TWENTY NABOO SOLDIERS stay in the hallway to hold off the BATTLE DROIDS.

EXT THEED - PALACE - OVER WATERFALL - DAY

PADME, CAPTAIN PANAKA, and about SIX OTHER NABOO SOLDIERS are lined up along the edge. They have pulled small attachments out of their pistols and fire at a ledge about four stories above them. Thin cables shoot out of the pistols and are embedded into the ledge. PADME, CAPTAIN PANAKA, and the OTHERS begin to climb up the wall. Once they reach the ledge they aim thier blasters at the window.

INT THEED - PALACE - HALLWAY TO THRONE ROOM

A window in the hallway blasts apart. PADME, CAPTAIN PANAKA, and HER SOLDIERS climb into the hallway. They head for the door to the throne room.

INT THEED - POWER GENERATOR PIT - DAY

Three swords are crossed in an intense display of swordsmanship. The JEDI and the SITH LORD fight their way across the narrow bridge of the Theed power generator. The laser sword battle continues on the small catwalk around the vast power pit. DARTH MAUL kicks OBI-WAN off one of the ramps and he falls several levels. QUI-GON knocks the DARK LORD off another ramp, and he lands hard on a ramp two levels below. QUI-GON jumps down after him. The DARK LORD backs away along the catwalk into a small door. QUI-GON follows as OBI-WAN leaps up and runs to join QUI-GON in battle.

INT THEED - POWER GENERATOR ELECTRON BEAM - HALLWAY

The SITH LORD, followed by QUI-GON, enters a long hallway filled with a series of deadly rays that go on and off in a pulsing pattern that shoots down the corridor every minute or so. DARTH MAUL makes it down several walls of deadly rays before they close. QUI-GON is one wall away from the DARK LORD. OBI-WAN is just starting into it and is five walls way from DARTH MAUL. The JEDI must wait until the next pulse to advance down the corridor. OBI-WAN is impatient and paces, waiting for the wall of rays to open. QUI-GON sits and meditates. DARTH MAUL hits the wall with the blade of his laser sword causing it to short out temporarily.

EXT NABOO GRASS PLAINS - DAY

The GUNGAN ARMY is no match for the DESTROYER DROIDS. A DESTROYER DROID blasts one of the shield generators, causing it to EXPLODE. The protective shield begins to weaken and fall apart. The GUNGAN GENERAL signals a retreat as the tanks enter the battle.

The GUNGANS flee as fast as they can. JAR JAR mutters something in a panic as he runs for cover under a wagon.

JAR JAR: Dis is nuttsen.

The driver of the wagon starts to leave, uncovering JAR JAR.

JAR JAR: O, oh.

He attempts to escape on the wagon of energy balls but only manages to unhitch the back gate, causing all of the energy balls to roll out of the wagon and down the hill.

The GUNGANS renew their attack on the DROID ARMY. JAR JAR's bumbling destroys several more DESTROYER DROIDS. JAR JAR scrambles to avoid being hit by one of the balls. A TANK isn't so lucky.

JAR JAR: Hey, hey! Gimme a lift.

A GUNGANS riding by on a KAADU picks up JAR JAR.

An explosion hits the GUNGAN and JAR JAR is blown off his KAADU and lands on one of the tank guns. JAR JAR is scared.

CAPT. TARPALS: Ja Ja! Usen da booba!

JAR JAR: Wat! Mesa no have a booba.

CAPTAIN TARPALS pulls an energy ball out of his pouch.

CAPT. TARPALS: Here, taken dis one.

The GUNGAN throws JAR JAR an electric ball. JAR JAR struggles to catch it and it lands in the face of DROID in control of the tank.

The tank looses control and vears off to the left digging a path in the ground. JAR JAR struggles to hang on as he hangs from the cannon.

CAPTAIN TARPALS rides by on his KAADU.

CAPT. TARPALS: Ja Ja! Jump Ja Ja! Jump!

The TWO GUNGANS roll from the force of the fall and come to a stop amidst a FEW DOZEN BATTLE DROIDS.

INT THEED - PALACE - HALLWAY TO THRONE ROOM

PADME, CAPTAIN PANAKA, and HER SOLDIERS hurry toward the throne room. Suddenly, two DESTROYER DROIDS skitter in front of the door. PADME turns around and sees TWO MORE appear at the far end of the hallway, trapping them in the middle.

PADME throws down her pistol and turns to CAPTAIN PANAKA.

PADME: Throw down your weapons. They win this round.

CAPTAIN PANAKA and HIS MEN throw down their weapons.

A HALF DOZEN BATTLE DROIDS come up behind them.

INT NABOO STARFIGHTER - COCKPIT - SPACE

The battle rages on around ANAKIN's starfighter as he continues to spin.

ARTOO screams in protest.

ANAKIN: We're hit Artoo! Wah...!

ANAKIN's ship spins out of control into the hangar of the Federation Battleship.

INT NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

ARTOO squeals in exclamation.

ANAKIN: I'm tring to stop. I'm tring to stop.

ANAKIN hits the reverse thrusters and the ship skids to a stop on the hanger deck. ARTOO gives out a worried whistle.

ANAKIN: (Cont'd) Everything's overheated.

ARTOO sees DROIDS approaching, and beeps frantically.

ANAKIN: Oops! This is not good.

ANAKIN sees the lights turn from green to red as he flips switches and presses buttons.

INT THEED - POWER GENERATOR ELECRIC BEAM - HALLWAY

When the wall between QUI-GON and DARTH MAUL opens, QUI-GON is in a split second fighting the DARK LORD with a ferocity not seen before. The wall of the deadly rays turn away, and OBI-WAN starts running toward QUI-GON and the DARK LORD. They move into the area at the end of the corridor called the melting pit, a small area that is mostly made up of a deep hole.

The electron ray gates begin to close. OBI-WAN tries to make it to the melting pit but is caught one gate short. He slides to a stop just before he hits the deadly electron field.

QUI-GON and DARTH MAUL battle around the melting pit as a frustrated OBI-WAN watches.

DARTH MAUL catches QUI-GON off guard. The SITH makes a quick move, bashes his lightsaber handle into QUI-GON's chin, and runs his lightsaber through his mid-section. QUI-GON slumps to the floor in a heap.

OBI-WAN: Noooo!

The SITH LORD withdrawls his lightsaber and turns and walks toward OBI-WAN who is still trapped by the electron ray wall.

EXT NABOO GRASS PLAINS - DAY

The GUNGANS have been overrun. Some flee into the hills, chased by BATTLE DROIDS on STAPS. Many OTHERS are herded into groups by BATTLE DROIDS and DESTROYER DROIDS.

JAR JAR and GENERAL CEEL are held in a small group with OTHER OFFICERS.

GENERAL CEEL: No given up General Ja Ja. Wesa tink of sometin.

BATTLE DROID CAPT.: Hands up!

JAR JAR: My giv up. My giv up.

GENERAL CEEL covers his eyes in shame shaking his head.

INT THED - PALACE THRONE ROOM - DAY

PADME, CAPTAIN PANAKA, and SIX OTHER OFFICERS are brought by TEN BATTLE DROIDS before NUTE and RUNE and FOUR NEIMOIDIAN COUNCIL MEMBERS.

NUTE: Your little insurrection is at an end, Your Highness. Time for you to sign the treaty... and end this pointless debate in the Senate.

SABE dressed like the Queen appears in the doorway with SEVERAL TROOPS. SEVERAL DESTROYED BATTLE DROIDS can be seen in the distance.

SABE: Viceroy, your occupation here has ended!

NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE yells at the TEN GUARDS in the room.

HER SOLDIERS shoot down to of the DROIDS in the room.

NUTE: After her! This one is a decoy!

SIX OF THE DROIDS rush out of the throne room after SABE.

PADME slumps down on her throne and immediately hits a security button that opens a panel in her desk opposite CAPTAIN PANAKA.

PADME grabs two pistols, tosses one of the to CAPTAIN PANAKA and one to an OFFICER. She takes a third pistol and BLASTS the last of the BATTLE DROIDS.

CAPT. PANAKA: (to his officers) Jam the doors!

The OFFICERS rush to the door control panel as PADME hits the switch to close the door. The OFFICER at the door jams the controls. CAPTAIN PANAKA throws more pistols to the OTHERS GUARDS. The NEIMODIANS are confused and afraid.

PADME: Now, Viceroy, we will discuss a new treaty.

INT THEED - POWER GENERATOR - MELTING PIT

The pulsing electron gate opens, and OBI-WAN attacks the SITH LORD. The JEDI is relentless in his assault on the SITH LORD.

OBI-WAN slices through the center of THE DARK LORD's laser sword and he looses half.

The JEDI flips as DARTH MAUL gets up to continue the fight.

As OBI-WAN grows weary, he is kicked in the chin by the DARK LORD.

The TWO continue to fight DARTH MAUL FORCE THROWS OBI-WAN into a melting pit. He is barely able to hold onto a nozzle on the side of the pit. DARTH MAUL grins evilly at OBI-WAN as he kicks OBI-WAN's lightsaber down the endless shaft.

INT NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

ARTOO whistles.

ANAKIN sees the dashboard lights go from red to green.

ANAKIN: Yes! We have power. Shields up.

ANAKIN flips a switch and the ship levitates, knocking over the BATTLE DROID CAPTAIN. The OTHER DROIDS shoot, but the lasers are deflected by ANAKIN's shields. ARTOO beeps.

ANAKIN: Take this!...

ANAKIN fires lasers as the ship begins to rotate.

ANAKIN: (cont'd)... and this!

He presses a button and launches two torpedoes which miss the DROIDS.

ANAKIN: Woa!

The two torpedoes fly down a hallway and explode inside the reactor room.

ANAKIN: Oops.

INT FEDERATION BATTLESHIP - BRIDGE

TEY HOW turns to CAPTAIN DOFINE.

TEY HOW: Sir, we're losing power... There seems to be a problem with the main reactor...

DOFINE: Impossible!! Nothing can get through our shield.

INT NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

ANAKIN continues to fire, maneuvering the ship towards the exit.

ANAKIN: Let's get out of here.

ARTOO beeps in agreement.

INT NABOO FIGHTER - COCKPIT - SPACE

RIC OLIE watches in amazement as the Federation battleship starts to explode from the inside out.

BRAVO TWO: What's that?? It's blowing up from the inside.

RIC OLIE: We didn't hit it.

INT NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

ANAKIN's ship roars through the hanger deck, bouncing over the DROIDS.

ANAKIN: (Cont'd) Now, this is Podracing!

INT NABOO FIGHTER - COCKPIT - SPACE

A lone NABOO FIGHTER comes into view.

BRAVO THREE: Look! One of ours! Outta the main hold!!

ANAKIN: Whoo, hoo!

All the pilots start to cheer and laugh in ANAKIN's excitement.

INT FEDERATION BATTLESHIP - BRIDGE

The bridge explodes as DOFINE and TEY HOW look for a way to escape.

EXT NABOO GRASS PLAINS - DAY

Suddenly, all of the DROIDS begin to shake upside down, run around in circles, then stop. The GUNGANS carefully move out to inspect the FROZEN DROIDS. JAR JAR pushes one of the BATTLE DROIDS, and it falls over.

JAR JAR: Whatsen dey doin?

CAPT. TARPALS: The control ship has been destroyed. Look!

He pushes one over to show what he means.

JAR JAR: Dey all broken.

The GUNGANS cheer.

INT THEED - POWER GENERATOR - MELTING PIT

The SITH LORD smiles as he goes in for the kill. At the last moment, OBI-WAN jumps up out of the pit, calls QUI-GON's lightsaber to him, throwing DARTH MAUL off. The young JEDI swings with a vengeance, cutting the SITH down. DARTH MAUL falls into the melting pit to his death.

OBI-WAN rushes over to QUI-GON, who is dying.

QUI-GON: It is too late... It's...

OBI-WAN: No!

QUI-GON: Obi-Wan promise ... promise me you'll train the boy...

OBI-WAN: Yes, Master...

QUI-GON: He is the chosen one... he will... bring balance... train him!

QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.

INT MAIN HANGER - COURTYARD - DAY

The large, grand cruiser of the Supreme Chancellor lands in the courtyard of the main hanger. CAPTAIN PANAKA and TWENTY TROOPS guard NUTE GUNRAY and RUNE HAAKO. OBI-WAN, the QUEEN, and her HANDMAIDENS stand before the NEIMOIDIANS.

PADME: Now, Viceroy, you are going to have to go back to the Senate and explain all this.

CAPT. PANAKA: I think you can kiss your Trade franchise goodbye.

The main ramp of the cruiser is lowered as OBI-WAN and CAPTAIN PANAKA lead the VICEROY and HIS ASSISTANT toward the ship. The GRAND CHANCELLOR PALPATINE and SEVERAL REPUBLIC GUARDS descend the walkway, followed by YODA and SEVERAL OTHER JEDI MASTERS.

The CHANCELLOR PALPATINE walks up to OBI-WAN and ANAKIN. The JEDI bow before him.

PALPATINE: (to Obi-Wan) We are indebted to you for your bravery, Obi-Wan Kenobi. (to Anakin) And you, young Skywalker, we will watch your career with great interest.

The CHANCELLOR PALPATINE is greeted by the QUEEN.

AMIDALA: Congratulations on your election, Chancellor.

PALPATINE: Your boldness has saved our people, Your Majesty. It is you who should be congratulated. Together we shall bring peace and prosperity to the Republic.

INT. TURRET ROOM - NABOO PALACE - LATE DAY

The sun streams into the multi-windowed room at a low angle. It is not quite sunset. YODA paces before OBI-WAN, who is kneeling in the center of the room.

YODA: Confer on you, the level of Jedi Knight the Council does. But agree on you taking this boy as your Padawan learner, I do not.

OBI-WAN: Qui-Gon believed in him.

YODA: The Chosen One the boy may be; nevertheless, grave danger I fear in his training.

OBI-WAN: Master Yoda, I gave Qui-Gon my word. I will train Anakin. Without the approval of the Council if I must.

YODA: Qui-Gon's defiance I sense in you. Need that, you do not. Agree with you, the council does. Your apprentice, Skywalker will be.

EXT THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET

QUI-GON's body goes up in flames as the JEDI COUNCIL, the QUEEN, SIO BIBBLE, CAPTAIN PANAKA, the HANDMAIDENS, and ABOUT ONE HUNDRED NABOO TROOPES, TWENTY OTHER JEDI, PALPATINE, OBI-WAN (standing with ANAKIN), JAR JAR, BOSS NASS, and TWENTY OTHER GUNGAN WARRIORS watch. There is a drum roll that stops. Doves are released, and the body is gone. ANAKIN looks to OBI-WAN.

ANAKIN: What will happen to me now?

OBI-WAN: The Council has granted me permission to train you. You will be a Jedi, I promise.

To one side, MACE WINDU turns to YODA.

MACE WINDU: There's no doubt. The mysterious warrior was a Sith.

YODA: Always two there are.... no more... no less. A master and an apprentice.

MACE WINDU: But which one was destroyed, the master or the apprentice?

They give each other a concerned look as the camera pans over to PALPATINE.

EXT THEED - CENTRAL PLAZA - DAY

CHILDEREN SING and throw flowers on the passing GUNGAN SOLDIERS. The CROWDS CHEER. It is a grand parade.

QUEEN AMIDALA stands next to the SUPREME CHANCELLOR PALPATINE, ANAKIN, OBI-WAN, SIO BIBBLE, and the JEDI COUNCIL. ARTOO stands in front of the QUEEN'S HANDMAIDENS and whistles at the parade. QUEEN AMIDALA and PALPATINE smile at one another.

In the parade are BOSS NASS and his GUARDS, JAR JAR and GENERAL CEEL. The GUNGANS ride KAADU. They stop before the QUEEN and walk up the steps to stand by her side. BOSS NASS holds up the Globe of Peace.

BOSS NASS: Peace!

EVERYONE CHEERS. The parade marches on. AMIDALA looks over at ANAKIN and smiles.