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58
59STAR WARS EPISODE 3: REVENGE OF THE SITH SCRIPT
60
61George Lucas
62
63
641 EXT. SPACE
65
66A long time ago in a galaxy far, far away.
67
68A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity.
69
70War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.
71
72In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate.
73
74As the Separatist Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive Chancellor. . . .
75
76PAN DOWN to reveal a REPUBLIC ATTACK CRUISER. Continue to PAN with the Cruiser as TWO JEDI STARFIGHTERS enter and head toward an enemy Battle Cruiser. TRUCK with the Jedi Fighters as they maneuver in unison, dodging flack and enemy laser fire. R2-D2 is on Anakin's ship. R4-P17 is on Obi-Wan's ship. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.
77
782 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE
79
80OBI-WAN bounces through the flack with a frown. His ship rocks violently.
81
823 INT. ANAKINS STARFIGHTER COCKPIT-SPACE
83
84ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP FIGHTER.
85
86ANAKIN: There isn't a droid made that can out fly you, Master, and no other way to get to the Chancellor . . .
87
88OBI-WAN: Look out, four droids inbound . . .
89
904 EXT. CORUSCANT-SPACE BATTLE
91
92The TWO JEDI FIGHTERS swerve in unison as FOUR TRADE FEDERATION DROID DROP FIGHTERS attack. After several clever moves by the Jedi, two of the FEDERATION DROID DROP FIGHTERS collide with each other in a ball of flame.
93
945 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE
95
96OBI-WAN struggles to maintain control of his ship.
97
98OBI-WAN: We've got to split them up.
99
100ANAKIN: Break left, fly through the guns on that tower.
101
102OBI-WAN flies to the left of a huge tower on a REPUBLIC CRUISER. The TWO DROID DROP FIGHTERS follow.
103
104OBI-WAN: Easy for you to say . . . why am I always the bait?
105
106ANAKIN: Don't worry. I'm coming around behind you.
107
108OBI-WAN deftly maneuvers around a large Starship's superstructure, but the TWO DROID FIGHTERS stay on his tail, BLASTING him with intense laser fire.
109
110OBI-WAN: Anakin, they're all over me!
111
112ANAKIN: Dead ahead! Closing . . . lock onto him, Artoo . . .
113
114ARTOO BEEPS his reply as ANAKIN swoops in for the kill. ANAKIN BLASTS one of the DROID DROP FIGHTERS. It EXPLODES.
115
116ANAKIN: (continuing, laughs) We got him, Artoo!
117
118ANAKIN BLASTS away at the second DROID DROP FIGHTER as ARTOO BEEPS an angry warning.
119
120ANAKIN: I copy, Artoo.
121
122OBI-WAN: I'm going down on the deck.
123
124ANAKIN: Good idea ... I need some room to maneuver.
125
126OBI-WAN dives toward the surface of one of the larger TRADE FEDERATION BATTLESHIPS and is forced to fly through a maelstrom of laser flack. He skims the surface, followed by the DROID DROP FIGHTER, which is followed by ANAKIN.
127
128ANAKIN: (continuing) Cut right. Do you hear me?! Cut right. Don't let him get a handle on you. Come on, Artoo, lock on! Lock on!
129
130ARTOO BEEPS. The crosshairs merge on the DROID DROP FIGHTER.
131
132OBI-WAN: Hurry up! I don't like this!
133
134OBI-WAN flies through a narrow gap between two towers on a Battleship. The DROID DROP FIGHTER hits one of Obi-Wan's wings with a laser blast, and parts of the ship go flying around Obi-Wan's Astro Droid, ARFOUR.
135
136OBI-WAN: (continuing) Ouch!
137
138R-4 BEEPS a blue streak.
139
140OBI-WAN: (continuing) Don't even try to fix it, Arfour. I've shut it down.
141
142ANAKIN: We're locked on ... we've got him . . .
143
144ANAKIN drops in behind the DROID DROP FIGHTER and blows him apart. ARTOO SQUEALS with delight.
145
146ANAKIN: (continuing) Yeah! We got him . . . good going, Artoo.
147
148OBI-WAN: Next time you're the bait . . . Now let's find the Command Ship and get on with it ...
149
150R-4 BEEPS a blue streak.
151
152ANAKIN: Lock onto them, Artoo. Master, General Grievous's ship is directly ahead.
153
154ARTOO BEEPS a reply, and it reads out in Anakin's cockpit.
155
156ANAKIN: (continuing) The one crawling with vulture droids.
157
1586 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE
159
160OBI-WAN: I see it. Oh, this is going to be easy.
161
162Ahead is a TRADE FEDERATION CRUISER with batlike DROID VULTURE FIGHTERS stalking around on the hull. The VULTURE FIGHTERS transform into flight configuration, lift off the CRUISER, and attack the JEDI STARFIGHTERS.
163
164ANAKIN: Come on, Master.
165
166OBI-WAN: Not this time. There's too much at stake. We need help. Odd Ball, do you copy?
167
168ODD BALL: (OS) Copy, Red Leader.
169
170OBI-WAN: Mark my position and form your squad up behind me . . .
171
1727 INT. ODD BALL'S FIGHTER COCKPIT-SPACE
173
174ODD BALL: We're on your tail, General Kenobi. Set S-foils in attack position.
175
176The protective ray shield lowers on the main hangar of the TRADE FEDERATION CRUISER, and six new DROID TRI-FIGHTERS emerge and join the DROID VULTURE FIGHTERS heading toward the Jedi. The JEDI STARFIGHTERS extend the stability foils on the ends of their wings.
177
1788 INT. ANAKIN'S FIGHTER COCKPIT-SPACE
179
180ANAKIN: This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.
181
182ARTOO BEEPS a worried message.
183
184OBI-WAN: Add five Tri-fighters on the right . . .
185
186ANAKIN: I'm going head to head. See you.
187
188OBI-WAN: Take it easy, Anakin.
189
190Four Clone Fighters move into formation behind the Jedi.
191
192ODD BALL: I'm on your right, Red Leader.
193
194ANAKIN: Incoming!!
195
196ARTOO SQUEALS as five DROID TRI-FIGHTERS pass by at high speed on the right.
197
198OBI-WAN: Five more on the right!
199
200Four more VULTURE DROID FIGHTERS pass at high speed from the left. All hell breaks loose. OBI-WAN and ANAKIN continue to fly in unison, backing up each other. ARTOO SQUEALS.
201
202ANAKIN: Here we go.
203
204The Jedi ships split up and make a quick loop around the DROID TRI-FIGHTERS, ending up behind them. BLASTING away. The DROID TRI-FIGHTERS EXPLODE.
205
206OBI-WAN: I'm going high and right.
207
208ANAKIN: Hang on. There are four more of them.
209
210OBI-WAN: Stay with me . . . swing back and right . . . help me engage. Back off ... Let them pass between us.
211
212ANAKIN: I'm coming around. I'm coming around on your tail.
213
214OBI-WAN: All right, engage . . . and hurry. These droids are all over me like a rash.
215
216In one incredible move, ANAKIN swings in behind the DROID TRI-FIGHTERS, blowing them away one by one until there is only one left. ARTOO CHIRPS.
217
218ARTOO lets out a HOWL as ANAKIN accelerates past the last DROID TRI-FIGHTER, slams on his brakes, flips the Fighter around, and BLASTS the Fighter from the front. ARTOO BEEPS frantically as they fly through the debris of the destroyed ships. ANAKIN looks behind him.
219
220ANAKIN: How many back there. Artoo? (Artoo beeps) Three . . . (continuing) Four . . . that's not good.
221
222OBI-WAN: Anakin, you have four on your tail.
223
224ANAKIN: I know. I know!
225
226OBI-WAN: Four more closing from your left.
227
228ANAKIN: I know. I know!
229
230OBI-WAN: Break right and go high.
231
232ANAKIN: I'm going low and left.
233
234Obi-Wan shakes his head.
235
236OBI-WAN: (to himself) He still has much to learn.
237
238ANAKIN swoops low and skims across a TRADE FEDERATION BATTLESHIP, dodging flack as ARTOO bounces along, trying to get out a sentence.
239
240ANAKIN: Hang on, Artoo. Obi-Wan, do you copy? I'm going to pull them through the needle . . .
241
242OBI-WAN: Too dangerous. First Jedi rule: "Survive."
243
244ANAKIN: Sorry, no choice. Come down here and thin them out a little.
245
246OBI-WAN drops in behind the DROID VULTURE FIGHTERS chasing Anakin. ARFOUR BEEPS to OBI-WAN.
247
248OBI-WAN: Just keep me steady . . . hold on ... not yet. . . now break left.
249
250OBI-WAN fires as he swings across the back of the VULTURE DROIDS, BLASTING four of them away. ANAKIN heads for a trench along the surface of one of the Trade Federation Battleships. He flies into the trench, which ends in a conning tower with a small slit between two main struts.
251
252OBI-WAN: (continuing) You'll never get through there, Anakin. It's too tight.
253
254ARTOO BEEPS nervously.
255
256ANAKIN: Easy, Artoo . . . we've done this before.
257
258OBI-WAN: Use the Force, think yourself through, the ship will follow.
259
260ARTOO SQUEALS in a panic. On the view screen Artoo's squeal reads out, "WE'RE NOT GOING TO MAKE IT."
261
262ANAKIN: Wrong thought, Artoo.
263
264ANAKIN slips through the narrow gap. The trailing VULTURE DROID FIGHTERS CRASH.
265
266ANAKIN: (continuing) I'm through.
267
268OBI-WAN continues to fire on the VULTURE DROID FIGHTERS, driving them into the EXPLOSION.
269A CLONE fighter is hit and explodes, spewing debris. The CLONE PILOT spins off into space.
270Finally, OBI-WAN peels off and swings around, pulling up alongside ANAKIN. CLONE FIGHT SQUAD SEVEN battles the DROIDS.
271
272ODD BALL: There are too many of them.
273
274CLONE PILOT 2: I'm on your wing. Break left. Break left. They're all over me. Get them off my . . .
275
276ANAKIN: I'm going to go help them out!
277
278OBI-WAN: No, no! They are doing their job so we can do ours. Head for the Command Ship!
279
280Another CLONE fighter is hit, bursts into flames, and spins off into space. A VULTURE DROID FIGHTER raises its head to locate its target and fires missiles at them.
281
282ANAKIN: Missiles! Pull up!
283
284ANAKIN and OBI-WAN break right and left, and the missiles follow them. ANAKIN does a barrel roll spin, causing the missiles following him to collide and EXPLODE. Two missiles continue to chase OBI-WAN. He banks sharply to the right, then to the left, causing one of the missiles to overshoot.
285
286OBI-WAN: They overshot us . . .
287
288The second missile streaks next to Obi-Wan’s Fighter and EXPLODES. Obi-Wan's ship rocks, and R-4, SCREAMS as the Starfighter rips through the explosion. Debris flies all around them.
289
290ANAKIN: They're coming around!
291
292OBI-WAN: All right, Arfour. No, no. Nothing too fancy.
293
294ANAKIN: Surge all power units. Artoo! Stand by the reverse thrusters.
295
296ANAKIN spins his starfighter. The missiles spin and collide.
297
298ANAKIN: We got 'em. Artoo!
299
300Two missiles continue to track Obi-Wan.
301
302OBI-WAN: Flying is for droids.
303
304Suddenly, OBI-WAN shudders, and his ship starts to plummet toward the surface of the Trade Federation Cruiser. The trailing missiles fly into what looks like debris, and detonate. Five silver balls fly out of the debris and attach themselves to the ship. The balls pop open, revealing SMALL BUZZDROIDS that begin to crawl across the surface like spiders.
305
306OBI-WAN: (continuing) I'm hit! Anakin?
307
308ANAKIN: I see them . . . Buzz Droids.
309
310The BUZZ DROIDS crawl across Obi-Wan's ship and start to tear it apart. SPARKS ERUPT where the BUZZ DROIDS break into the wiring. One of the BUZZ DROIDS goes after ARFOUR.
311
312OBI-WAN: Arfour, be careful. You have one . . .
313
314ARFOUR's head gets ripped off and flies away.
315
316OBI-WAN: Oh dear. They're shutting down all the controls.
317
318ANAKIN: Move to the right so I can get a clear shot at them.
319
320OBI-WAN: The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.
321
322ANAKIN moves into position just off Obi-Wan's left side and angles his ship so his guns are pointing at the DROIDS crawling over Obi-Wan’s Starfighter. ANAKIN fires and vaporizes the TWO BUZZ DROIDS, along with the left wing of Obi-Wan's ship.
323
324OBI-WAN: (continuing) In the name of ...
325
326ANAKIN: Steady . . . steady . . .
327
328OBI-WAN: Anakin, hold your fire . . . hold your fire. You're not helping here.
329
330ANAKIN: I agree, bad idea. Swing right . . . ease over . . . steady . . .
331
332OBI-WAN: Wait . . . wait . . . I can't see a thing! My cockpit's fogging. They're all over me, Anakin.
333
334ANAKIN: Move to the right.
335
336OBI-WAN: Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do.
337
338ANAKIN: I'm not leaving without you, Master.
339
340ANAKIN moves his ship next to OBI-WAN's and tries to physically knock the BUZZ DROIDS off. There are five left. He manages to get one off, but badly dents OBI-WAN's ship in the process. One of the BUZZ DROIDS tears apiece off of the front of Obi-Wan's ship. Flames burst out, and more smoke billows out, obscuring the Jedi's view.
341
342ANAKIN knocks off three of the BUZZ DROIDS and the fourth crawls out onto Anakin's ship and starts attacking ARTOO. ARTOO fights the BUZZ DROID.
343
344OBI-WAN: Blast it ... I can't see . . . my controls are gone.
345
346ANAKIN: Get 'em, Artoo. Watch out!
347
348OBI-WAN: Artoo, hit the buzz droid's center eye.
349
350ARTOO extends an arm and aims a stream of electricity at the swerving BUZZ DROID. The BUZZ DROID is hit squarely in the eye and falls off the ship.
351
352ANAKIN: Yeah, you got him!
353
354OBI-WAN: Great, Artoo.
355
356ANAKIN: Stay on my wing . . . the General's Command Ship is dead ahead. Easy . . . pull up ... Head for the hangar.
357
358OBI-WAN: Have you noticed the shields are still up?
359
360ANAKIN: Oh?!? Sorry, Master.
361
362ANAKIN streaks ahead of OBI-WAN's disintegrating Jedi Fighter and blasts the shield generator. It SPARKS and EXPLODES.
363
364OBI-WAN: Oh, I have a bad feeling about this.
365
3669 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
367
368The shield door drops away, and OBI-WAN crashes on the deck of the hangar bay, engulfed in a FANTAIL OF SPARKS. A set of blast doors starts SLAMMING shut across the hangar opening, as material is sucked into space.
369
370ANAKIN maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut.
371OBI-WAN ignites his light saber and cuts his way out of the cockpit. He jumps dear just as his ship EXPLODES. BATTLE DROIDS rush at him from all directions.
372
373ANAKIN jumps out of his ship and cuts his way through the BATTLE DROIDS to where OBI-WAN is fighting. ARTOO pops out of the ship and follows ANAKIN.
374
375OBI-WAN: Artoo, locate the Chancellor.
376
377ANAKIN: Tap into the ship's computers.
378
379They cut down the last of the droids and follow ARTOO over to a computer wall socket. The two JEDI fight off FOUR MORE DROIDS as ARTOO tries to find the Chancellor. Finally, a HOLOGRAM of the Trade Federation ship appears.
380
381OBI-WAN: The Chancellor's signal is coming from right there. The observation platform at the top of that spire.
382
383ANAKIN: I sense Count Dooku . . .
384
385OBI-WAN: I sense a trap.
386
387ANAKIN: Next move?
388
389OBI-WAN: Spring the trap.
390
391The JEDI start to leave; ARTOO follows. The JEDI stop and turn to ARTOO.
392
393ANAKIN: Artoo, go back. I need you to stay with the ship.
394
395OBI-WAN: Here, take this, and wait for orders.
396
397OBI-WAN tosses the comlink to ARTOO.
398
39910 INT. BRIDGE-TRADE FEDERATION CRUISER
400
401GENERAL GRIEVOUS enters the bridge of the TRADE FEDERATION cruiser followed by his TWO BODYGUARDS. He walks to the front of the bridge and stands in front of the NEIMOIDIAN CAPTAIN.
402
403GENERAL GRIEVOUS: What's the situation, Captain?
404
405CAPTAIN: TWO Jedi have landed in the main hangar bay.
406
407GENERAL GRIEVOUS: Just as Count Dooku predicted.
408
40911 INT. HANGAR-TRADE FEDERATION CRUISER
410
411ANAKIN and OBI-WAN head for the elevator. A door opens in the hallway and two of GENERAL GRIEVOUS's BODYGUARDS confront the JEDI.
412
413BODYGUARD I: General Kenobi, Anakin Skywalker. We've been waiting for you.
414
415OBI-WAN: We are here to relieve you of Chancellor Palpatine, not join him.
416
417As a dozen more droids join the group, the JEDI ignite their lightsabers and stand back-to-back.
418
419OBI-WAN: Anakin. . .
420
421ANAKIN: Ready.
422
423ANAKIN and OBI-WAN use their lightsabers and cut a large circle in the floor.
424
42512 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER
426
427The TWO JEDI cut their way down several floors into a large generator room. Huge EXPLOSIONS outside the ship have caused several large pipes overhead to break, and fluid is spewing everywhere. The Jedi get up and turn off their light sabers. ANAKIN dips his hand into the fluid and sniffs it.
428
429OBI-WAN: . . . fuel. The slightest charge from our sabers will send this ship into oblivion. That's why they've stopped shooting.
430
431ANAKIN: Well then, we're safe for the time being.
432
433OBI-WAN: Your idea of safe is not the same as mine.
434
435They run, EXPLOSIONS rattle the ship, and pipes continue to burst around them, spilling more fuel into the hallway. At the far end, SIX SUPER BATTLE DROIDS drop into the fuel. The SOUNDS OF SHIELD DOORS CLOSING AND LOCKING ECHO throughout the hallway. They pass several large power generators, which are topped with SPARKING excess power dischargers.
436
437ANAKIN: They're sealing this section off.
438
439OBI-WAN: Six droids coming our way!
440
441The last of the DOORS CAN BE HEARD CLOSING in the distance.
442
443ANAKIN: Keep moving. There must be vents . . . This way.
444
445They move along a wall. ANAKIN climbs up the side to a small vent. The fuel gets closer to the SPARKING dischargers.
446
447OBI-WAN: We'll never get through that. It's too small!
448
449They move toward a second vent. OBI-WAN is swimming in the fuel as it reaches to within a couple yards of the ceiling. ANAKIN feels along the ceiling and finds another smaller vent. He closes his eyes and tries to sense an opening, then he moves on. OBI-WAN is forced into hand-to-hand combat with one of the SUPER BATTLE DROIDS. It pulls the Jedi under the fuel. Just before he is about to drown, OBI-WAN disables the SUPER BATTLE DROID by pushing him into an exhaust pipe.
450
451The fuel is up to the Jedi's chins. ANAKIN finds a very, very small metal grate, then pounds on it until the tiny grate breaks loose.
452
453ANAKIN: I found our escape vent.
454
455OBI-WAN: Anakin, this is no time for jokes. We're in serious trouble here.
456
457ANAKIN: Only in your mind. My Master. Look, no structure. . . .
458
459ANAKIN grabs the side of the tiny hole and gives it a big yank, ripping a large panel loose revealing a "man-sized" work shaft. They scramble through it as the DROIDS swim closer.
460
46113 INT. VENT SHAFT-TRADE FEDERATION CRUISER
462
463The TWO JEDI pull themselves through the narrow vent shaft until they reach a small hatch in the side of the tube.
464
465ANAKIN: Here's a way out.
466
467As the SUPER BATTLE DROIDS reach the opening in the ceiling and the fuel gets to within a few feet of the power generator sparks, the JEDI work the keyboard on the pressure lock, opening the latch.
468
46914 INT. SMALL PASSAGEWAY-TRADE FEDERATION CRUISER
470
471The TWO JEDI climb into a small passageway and slam the hatch shut. They make their way through the ever-shrinking shaft until they reach the end.
472
47315 INT. HALLWAY-TRADE FEDERATION CRUISER
474
475A hatch opens in one of the main hallways of the Trade Federation Cruiser, and the JEDI squeeze out, SLAMMING the hatch. Behind them, ANAKIN seals the hatch with his laser sword.
476
477OBI-WAN: That won't hold when the fuel hits those power dischargers.
478
479ANAKIN: The blast will break the hull. This side's pressurized.
480
481OBI-WAN: You still have much to learn, Anakin.
482
48316 INT. VENT SHAFT-TRADE FEDERATION CRUISER
484
485The SUPER BATTLE DROIDS climb up the vent shaft. SUPER BATTLE DROID R77 and SEVERAL OTHER DROIDS wait in the generator room as the fuel continues to rise toward the power discharger.
486
487SUPER BATTLE DROID R77: I have a bad feeling about this.
488
48917 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER
490
491The fuel hits the SPARKING power discharger, and there is a HUGE EXPLOSION.
492
49318 EXT. TRADE FEDERATION CRUISER-BATTLE
494
495A GREAT EXPLOSION and a flaming gas cloud spray out of the side of the Federation Cruiser.
496
49719 INT. HALLWAY-TRADE FEDERATION CRUISER
498
499A large bulge appears in the wall around the sealed hatch as the EXPLOSION hits. OBI-WAN jumps back, then stands amazed.
500
501OBI-WAN: All right, you win. I have much to learn. Let's go!
502
503ANAKIN grins at OBI-WAN, and they run down the hallway.
504
50520 INT. WIDE HALLWAY-TRADE FEDERATION CRUISER
506
507The two JEDI wait for an elevator to arrive. They turn around and see they are face to face with THREE DESTROYER DROIDS. The DROIDS start blasting away. Anakin deflects the bolts. OBI-WAN frantically pushes the elevator button several more times.
508
509ANAKIN: Destroyers!!
510
511Finally the door opens, and they rush inside under a hail of laser bolts. The elevator door slides shut. The JEDI turn to see BATTLE DROIDS standing behind them.
512
513BATTLE DROID: Drop your weapons! I said drop 'em.
514
515The JEDI activate their light sabers and destroy all the BATTLE DROIDS.
516
51721 INT HANGAR-TRADE FEDERATION CRUISER
518
519R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.
520
52122 INT. ELEVATOR-TRADE FEDERATION CRUISER
522
523The elevator begins to move and screeches to a stop.
524
525OBI-WAN: Did you press the stop button?
526
527ANAKIN: No, did you?
528
529OBI-WAN: No!
530
531ANAKIN: Well, there's more than one way out of here.
532
533ANAKIN ignites his laser sword.
534
535OBI-WAN: We don't want to get out, we want to get moving. Artoo . . . Artoo. Do you copy? Activate elevator . . . (looks at control panel) . . . 31174 . . .
536
537ANAKIN cuts a hole in the elevator ceiling.
538
53923 INT MAIN HANGAR-TRADE FEDERATION CRUISER
540
541TWO SUPER BATTLE DROIDS are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted.
542
543SUPER BATTLE DROID 1: What's that?
544
545SUPER BATTLE DROID 2: Get back to work. It's nothing.
546
54724 INT. ELEVATOR-TRADE FEDERATION CRUISER
548
549OBI-WAN: Artoo?
550
551ANAKIN climbs through the hole in the ceiling of the elevator.
552
553OBI-WAN: (continuing) Always on the move.
554
555OBI-WAN continues to talk on the comlink. Artoo quietly beeps a reply.
556
55725 INT MAIN HANGAR-TRADE FEDERATION CRUISER
558
559ARTOO tries to muffle the comlink as the TWO SUPER BATTLE DROIDS try to figure out where the voices are coming from. ARTOO extends an arm and plugs into a computer interface.
560
561OBI-WAN: (OS) Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo.
562
56326 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER
564
565Suddenly, the elevator plummets down the shaft. ANAKIN quickly jumps and grabs onto the hallway entry door. He watches as the elevator recedes down the shaft and disappears. ANAKIN struggles to keep his grip on the closed door as SPARKING wires rain down on him.
566
56727 INT. ELEVATOR-TRADE FEDERATION CRUISER
568
569The elevator starts to descend rapidly.
570
571OBI-WAN: Stop, stop! Artoo, we need to be going up.
572
57328 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER
574
575Anakin struggles to hang on to the narrow edge of the elevator shaft. The door to the elevator shaft is pried open, and TWO BATTLE DROIDS appear in the doorway and look down at ANAKIN. They point their guns at him.
576
577DROID 1: Hands up, Jedi! Don't move.
578
579DROID 2: Roger, roger.
580
58129 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
582
583The TWO SUPER BATTLE DROIDS overhear OBI-WAN's comlink messages to ARTOO.
584
585SUPER BATTLE DROID 1: There it is again.
586
587OBI-WAN: (OS) Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.
588
58930 INT. ELEVATOR-TRADE FEDERATION CRUISER
590
591The elevator races down as OBI-WAN holds on.
592
593OBI-WAN: Stop. Artoo! We need to go up! Stop, stop!
594
595The elevator stops with a jolt. OBI-WAN falls to the floor.
596
59731 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
598
599The TWO SUPER BATTLE DROIDS see ARTOO and walk toward the little droid.
600
601SUPER BATTLE DROID 1: Hey you!
602
603ARTOO plugs into the interface again and the elevator shoots up.
604
60532 INT. ELEVATOR-TRADE FEDERATION CRUISER
606
607OBI-WAN stands up after having fallen in the elevator.
608
609OBI-WAN: Now, that's better . . .
610
61133 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
612
613ARTOO is held up by TWO SUPER BATTLE DROIDS, who chuckle as the little Astro Droid curses and swings at them.
614
615SUPER BATTLE DROID 1: You stupid little astro droid!
616
61734 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER
618
619ANAKIN looks down and sees the elevator heading toward him at a high rate of speed. He looks at the BATTLE DROIDS leaning over him with their guns pointed at him. He calculates for a moment, then gives himself a push and flips himself up into the elevator shaft.
620
621Before ANAKIN can arc into a descent down the shaft, the elevator races up through the shaft, cutting the DROIDS in two. ANAKIN lands on the elevator and quickly drops back through the hole in the ceiling. OBI-WAN is startled and ignites his lightsaber.
622
623OBI-WAN: Oh, it's you . . .
624
62535 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
626
627ARTOO activates his oil hose and sprays the SUPER BATTLE DROIDS. The SUPER BATTLE DROIDS slip on the oil.
628
62936 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER
630
631ANAKIN: What was that all about?
632
633OBI-WAN: Well, Artoo has been . . .
634
635ANAKIN: No loose wire jokes . . . He's doing the best he can.
636
637OBI-WAN: Did I say anything?
638
639ANAKIN: He's trying!
640
641OBI-WAN: I didn't say anything!
642
64337 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
644
645ARTOO ignites his arm rockets and shoots out of their grip, spraying them both with oil and setting them on fire. The SUPER BATTLE DROIDS slip and slide until they fall, smoldering. ARTOO rolls away.
646
64738 INT. GENERAL'S QUARTER'S-TRADE FEDERATION CRUISER
648
649The elevator door opens and the TWO JEDI carefully make their way into the main room of the General's Quarters.
650At the far end sits SUPREME CHANCELLOR PALPATINE. ANAKIN and OBI-WAN move toward the CHANCELLOR.
651As they get closer to PALPATINE, they see a very distressed look on the Chancellor's face.
652
653OBI-WAN: (bows) Chancellor.
654
655ANAKIN: Are you all right?
656
657PALPATINE: (quietly) Count Dooku.
658
659PALPATINE makes a small gesture with his hand. OBI-WAN and ANAKIN turn around. The elevator DOORS CAN BE HEARD OPENING AND CLOSING as COUNT DOOKU strides into the room. He is above the Jedi, standing on a balcony, with two SUPER BATTLE DROIDS. The Jedi turn to see him. He looks down on the Jedi.
660
661OBI-WAN: (quietly to Anakin) This time we will do it together.
662
663ANAKIN: I was about to say that.
664
665COUNT DOOKU jumps down to the main level.
666
667PALPATINE: Get help! You're no match for him. He's a Sith Lord.
668
669OBI-WAN: Chancellor Palpatine, Sith Lords are our specialty.
670
671OBI-WAN and ANAKIN throw off their cloaks and ignite their lightsabers.
672
673COUNT DOOKU: Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.
674
675OBI-WAN and ANAKIN move toward DOOKU.
676
677OBI-WAN: You won't get away this time, Dooku.
678
679OBI-WAN and ANAKIN charge COUNT DOOKU. A great sword fight ensues.
680
681COUNT DOOKU: I've been looking forward to this.
682
683ANAKIN: My powers have doubled since the last time we met, Count.
684
685COUNT DOOKU: Good. Twice the pride, double the fall.
686
687DOOKU lunges at the JEDI and they fall back . . .
688
689COUNT DOOKU: (continuing) Your moves are clumsy, Kenobi . . . too predictable. You'll have to do better.
690
691As the battle proceeds, OBI-WAN and COUNT DOOKU are tired. ANAKIN is stronger as he becomes angry. ANAKIN continues to drive the attack on DOOKU. COUNT DOOKU throws OBI-WAN back using the Force.
692ANAKIN and COUNT DOOKU move up the stairs. As they reach the upper landing of the General's Quarters, ANAKIN leaps over COUNT DOOKU. OBI-WAN reaches the top of the stairs, destroying TWO SUPER BATTLE DROIDS. COUNT DOOKU holds OBI-WAN in the air using the Force as he turns and kicks ANAKIN out of frame. OBI-WAN is choking.
693ANAKIN hits the archway.
694DOOKU sends OBI-WAN flying. The Jedi tumbles to the lower level unconscious. COUNT DOOKU spins around again and, using the Force, causes a section of the balcony to drop onto OBI-WAN. ANAKIN spins and kicks COUNT DOOKU, sending him over the balcony. ANAKIN Jumps, following him down to the main floor. COUNT DOOKU and ANAKIN continue the fight.
695
696COUNT DOOKU: (continuing) I sense great fear in you, Skywalker. You have hate, you have anger, but you don’t use them.
697
698Anakin regains his composure and attacks COUNT DOOKU as the Dark Lord continues his spin to meet him head on. Their fighting becomes even more intense.
699Anakin attacks COUNT DOOKU with a new ferociousness.
700
70139 INT. GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
702
703Anakin and Dooku continue their fight. It is intense! Finally, in one last energized charge, ANAKIN cuts off COUNT DOOKU's hands. The Jedi catches the lightsaber as it drops from the severed Sith Lord's hand. COUNT DOOKU stumbles to the floor as ANAKIN puts the two lightsabers to his neck. PALPATINE is grinning as he watches COUNT DOOKU's defeat.
704
705PALPATINE: Good, Anakin, good. I knew you could do it. Kill him. Kill him now!
706
707ANAKIN: I shouldn't . . .
708
709PALPATINE: Do it!!
710
711ANAKIN cuts off COUNT DOOKU's head. A huge EXPLOSION somewhere deep in the ship rattles everything.
712
713ANAKIN: ... I couldn't stop myself.
714
715PALPATINE: You did well, Anakin. He was too dangerous to be kept alive.
716
717ANAKIN drops COUNT DOOKU's lightsaber, moving to PALPATINE.
718
719ANAKIN: Yes, but he was an unarmed prisoner.
720
721ANAKIN raises his hands toward PALPATINE, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose.
722
723ANAKIN: (continuing) I shouldn't have done that, Chancellor. It's not the Jedi way.
724
725PALPATINE stands up, rubbing his wrists.
726
727PALPATINE: It is only natural. He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin. Remember what you told me about your mother and the Sand People. Now, we must leave before more security droids arrive.
728
729The ship begins to list to one side. ANAKIN rushes over to OBI-WAN, lifts the control console from on top of him, and pulls him free. He kneels down and checks out his unconscious friend. PALPATINE heads for the elevators.
730
731PALPATINE: (continuing) Anakin, there is no time. We must get off the ship before it's too late.
732
733ANAKIN: He seems to be all right. No broken bones, breathing's all right.
734
735PALPATINE: Leave him, or we'll never make it.
736
737ANAKIN: His fate will be the same as ours.
738
739ANAKIN picks up OBI-WAN, slings him over his shoulder, and heads for the elevators.
740
74140 INT. BRIDGE-TRADE FEDERATION CRUISER
742
743GENERAL GRIEVOUS: Prepare for attack.
744
745PILOT: All batteries fire! Fire!
746
74741 INT. BATTLESTATIONS-REPUBLIC CRUISER
748
749Clone gunners fire on the Trade Federation cruiser and take fire in return. Gun emplacements are destroyed. Clone troopers go flying.
750
75142 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
752
753ANAKIN carries OBI-WAN to the elevator doors and hits the button. PALPATINE joins him.
754
755ANAKIN: The elevator's not working, (into his comlink) Artoo . . .
756
757ARTOO BEEPS a response to ANAKIN.
758
759ANAKIN: (continuing) . . . Activate Elevator 3224.
760
761Suddenly the ship shifts to its side as the elevator doors open. PALPATINE is thrown to the ground. ANAKIN jumps to the door frame of the elevator. ANAKIN looks into the elevator shaft.
762
763ANAKIN: (continuing) Artoo ... do you copy? Artoo, come in!
764
76543 INT. BRIDGE-TRADE FEDERATION CRUISER
766
767Windows are blown out, droids and equipment are sucked into space.
768
769PILOT: Reverse stabilizers.
770
77144 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
772
773As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other.
774Several objects break through the metal blast doors, causing objects to be sucked into space. ARTOO starts to slide toward one of the small holes.
775
77645 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
777
778As the elevator shaft rotates, it has become a long hallway.
779ANAKIN clings to the doorframe with OBI-WAN on his shoulder, as the Chancellor struggles to join him.
780
78146 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
782
783ARTOO continues to skid and slide toward open space. He swerves around boxes and wrecked fighters. One of the BATTLE DROIDS stumbles and is consumed by the electronic shield in a zap. ARTOO BEEPS a reply as he dodges the laser blasts of the BATTLE DROIDS. One bolt hits very near him, and he SCREAMS in terror.
784
78547 INT. BRIDGE-TRADE FEDERATION CRUISER
786
787PILOT: Magnetize! Magnetize!
788
78948 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
790
791ARTOO is about to be overtaken by a starfighter sliding behind him. He falls into a heap of broken battle droid parts and the fighter bounces over him.
792
79349 EXT. SPACE-CORUSCANT
794
795The TRADE FEDERATION CRUISER heads straight down toward the planet.
796
79750 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
798
799ANAKIN jumps into the horizontal elevator shaft with OBI-WAN still on his shoulder.
800
801ANAKIN: We can't wait. Come on, we have to be fast.
802
803PALPATINE climbs into the elevator shaft also. They start running. The ship begins to roll again, and the Jedi and the Chancellor are forced to jump from one side of the elevator to the other.
804
80551 INT. BRIDGE-TRADE FEDERATION CRUISER
806
807GENERAL GRIEVOUS: Fire the emergency booster engines.
808
809PILOT: Leveling out, sir.
810
81152 INT. ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER
812
813ANAKIN still carrying OBI-WAN on his back, and PALPATINE run down the elevator shaft as it starts to move upright. ANAKIN cuts a control box on one of the doors, but before the doors can open, the ship moves to an angle, causing ANAKIN and PALPATINE to start sliding down the shaft. ANAKIN grabs some wires in the control box with one hand. PALPATINE grabs onto the Jedi's leg. As the ship rights itself, they are left hanging in the bottomless elevator shaft.
814
81553 INT. ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER
816
817ANAKIN, OBI-WAN, and PALPATINE hang precariously on the side of the bottomless elevator shaft. OBI-WAN regains consciousness and tries to look around.
818
819ANAKIN: Easy. . . . We're in a bit of a situation.
820
821OBI-WAN: Did I miss something?
822
823OBI-WAN looks down and sees PALPATINE and the bottomless pit. They hear ARTOO BEEPING on Obi-Wan's comlink. The ship begins to roll, causing the vertical shaft to move into a forty-five-degree angle. They hear the elevator brakes release and look up to see the elevator heading toward them.
824
825ANAKINN: Hold on.
826
827OBI-WAN: What is that?
828
829OBI-WAN and ANAKIN look up to watch the elevator approach them at high speed, then OBI-WAN turns to ANAKIN.
830
831OBI-WAN: (continuing) Oops.
832
833ANAKIN: Artoo, Artoo, shut down the elevator!
834
835OBI-WAN: Too late! Jump!
836
837They fall about three hundred feet before the tilt of the ship catches up with them, and they hit the side of the shaft and slide at great speed just ahead of the elevator. The shaft continues to rotate until it is completely horizontal.
838ANAKIN and OBI-WAN take out and throw grappling hooks. The hooks catch and they continue to fall. All the doors in the elevator shaft open up, and the group swings through the open door into a hallway. The elevator roars by.
839
84054 INT. ELEVATOR LOBBY-TRADE FEDERATION CRUISER
841
842ANAKIN, OBI-WAN, and PALPATINE fly through the elevator door and land.
843
844OBI-WAN: Let's see if we can find something in the hangar bay that's still flyable. Come on.
845
846ANAKIN: Artoo, get down here. Artoo, do you copy?
847
84855 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
849
850As the Federation Cruiser continues to rotate, ARTOO SQUEALS and pokes a periscope out of a pile of broken BATTLE DROID PARTS. He looks around then rockets up out of the debris.
851
85256 INT. HALLWAY TO HANGAR BAY-TRADE FEDERATION CRUISER
853
854OBI-WAN and ANAKIN lead PALPATINE down a hallway toward the hangar bay.
855
85657 INT. DOORWAY TO HANGAR BAY-TRADE FEDERATION CRUISER
857
858It is extremely windy as bits and pieces are continually sucked into space. The hangar bay doors are closed, but great stresses are being exerted as the ship twists, re-entering the atmosphere of Coruscant. They stop in a doorway leading into the hangar bay.
859
860OBI-WAN: None of those ships will get us anywhere.
861
862ANAKIN: I agree.
863
864PALPATINE: What are we going to do?
865
866ANAKIN: I don't know.
867
868OBI-WAN: Don't look at me. I don't know.
869
870ANAKIN and PALPATINE both look to OBI-WAN. He shrugs his shoulders. Anakin's Fighter has been sucked out of the hangar bay and is totaled. Suddenly, the ship turns on its side.
871
872ANAKIN: Here, Chancellor, lock this around your waist, and hold on.
873
874OBI-WAN: We'll head toward the bridge and see if we can find an escape pod.
875
876ANAKIN hands PALPATINE the end of a cable that is attached to his utility belt. PALPATINE attaches it around his waist. ANAKIN and OBI-WAN throw their utility cables to some pipes in the ceiling and swing to a second set of pipes.
877
87858 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
879
880OBI-WAN grabs onto the pipes that run along what was the ceiling and is now the wall. As he moves out into the hangar, TWO SUPER BATTLE DROIDS start firing at him. The Jedi ignites his lightsaber and deflects the bolts back at the DROIDS, blowing them up. ANAKIN and PALPATINE follow OBI-WAN along the pipes running along the ceiling of the hangar. PALPATINE struggles against the escaping air of the pressurized hangar. PALPATINE loses his grip as a pipe breaks, causing a rush of steam, but ANAKIN manages to maintain his grasp on the pipe as the CHANCELLOR dangles on the other end of the utility cable. They are surrounded by SPARKS and EXPLOSIONS as the ship twists and tries to break apart. ANAKIN moves out of the steam and struggles to pull PALPATINE back to safety. ANAKIN is almost pulled loose in the buffeting winds. The ceiling behind them buckles, causing pipes to break, creating geysers of steam. Some bits of pipe go hurling into the blast doors and out into space. They make it through a hangar doorway and close it behind them.
881
88259 INT. HANGAR DOORWAY-TRADE FEDERATION CRUISER
883
884OBI-WAN, ANAKIN and PALPATINE are out of breath.
885
886ANAKIN/OBI-WAN: Well, that was close.
887
888They laugh.
889
89060 INT. BRIDGE-TRADE FEDERATION CRUISER
891
892BODYGUARD: General, we found the Jedi. They're in hallway 328.
893
894GENERAL GRIEVOUS: Activate ray shields.
895
89661 INT. HALLWAY-TRADE FEDERATION CRUISER
897
898They run down the hallway. Suddenly, ray shields drop around them, putting them in an electronic box in the middle of the hallway.
899
900ANAKIN: Ray shields!
901
902OBI-WAN takes a deep breath to express his total disappointment.
903
904OBI-WAN: Wait a minute, how'd this happen! We're smarter than this.
905
906ANAKIN: Apparently not, Master. This is the oldest trap in the book . . . Well ... I was distracted.
907
908OBI-WAN: Oh, so all of a sudden it's my fault.
909
910ANAKIN: You're the Master. I'm just a hero.
911
912OBI-WAN: I'm open to suggestions here.
913
914PALPATINE: Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release.
915
916The Jedi look at each other in disbelief.
917
918ANAKIN: I say . . . patience.
919
920OBI-WAN: Patience! That's your plan, is it?
921
922ANAKIN: Yes, Artoo will be along in a few moments and he'll release the ray shields . . .
923
924ARTOO comes skidding across the hallway and bashes into the opposite wall. He takes a moment to compose himself.
925
926ANAKIN: (continuing) See! No problem.
927
928Suddenly several doorways open, revealing TWO DESTROYER DROIDS. SIXTEEN SUPER BATTLE DROIDS emerge from behind the DESTROYER DROIDS.
929ARTOO turns and zaps one of the SUPER BATTLE DROIDS who then kicks ARTOO over.
930
931SUPER BATTLE DROID: Don't move, dummy. Ouch! Zap this.
932
933OBI-WAN: Do you have a plan B?
934
93562 EXT. BRIDGE-TRADE FEDERATION CRUISER
936
937OBI-WAN, ANAKIN PALPATINE, and ARTOO are captured by GENERAL GRIEVOUS. They stand before the ALIEN DROID GENERAL.
938
939GENERAL GRIEVOUS: Oh yes. General Kenobi, the Negotiator. We've been waiting for you. That wasn't much of a rescue.
940
941A BATTLE DROID walks to GENERAL GRIEVOUS and hands him the JEDI'S lightsabers.
942
943OBI-WAN: That depends upon your point of view. Hah!
944
945GENERAL GRIEVOUS: And Anakin Skywalker ... I was expecting someone with your reputation to be a little older.
946
947ANAKIN: General Grievous . . . Supreme Commander of the Droid Armies. You're shorter than I expected.
948
949GENERAL GRIEVOUS: Ahhhh, Jedi scum . . .
950
951OBI-WAN: Anakin, try not to upset him. We have a job to do.
952
953GENERAL GRIEVOUS: Your lightsabers will make a fine addition to my collection.
954
955OBI-WAN: Not this time. And this time you won't escape.
956
957ANAKIN: Artoo.
958
959ARTOO creates a distraction by extending all his arms, shooting out electrical pulses, and bouncing around.
960OBI-WAN, hands restrained with electrobonds, spins around, reaches out and, using the Force, yanks his lightsaber out of the General's hand, ignites it, and cuts his bonds. He continues to spin around and cuts Anakin free.
961
962GENERAL GRIEVOUS: Crush them! Make them suffer!
963
964ANAKIN uses the Force to yank his lightsaber out of the General's hand.
965
966The DROIDS that surround them begin to FIRE. OBI-WAN and ANAKIN jump into the line of fire. The bridge degenerates into chaos. OBI-WAN and ANAKIN are locked in a pitched battle between electro staffs and laser swords with GENERAL GRIEVOUS's TWO BODYGUARDS.
967
968CHANCELLOR PALPATINE is taken away by two BATTLE DROIDS. GENERAL GRIEVOUS walks around the bridge directing the BATTLE DROIDS.
969
970GENERAL GRIEVOUS: Stay and watch your stations.
971
972OBI-WAN fights one of General Grievous's BODYGUARDS. The BODYGUARD carries an electrified staff about five feet long. When the laser sword hits it, electrical bolts fly everywhere and surround the laser sword. OBI-WAN is unable to cut the staff. The Jedi gets whacked pretty good a couple of times and is knocked halfway across the bridge.
973OBI-WAN pulls himself together and attacks again, cutting off the DROID BODYGUARD'S head. The DROID BODYGUARD keeps attacking. ANAKIN struggles to defend himself against the other manic DROID BODYGUARD. He cuts the DROID BODYGUARD in half. TWO BATTLE DROIDS try to take the CHANCELLOR away.
974ANAKIN follows them down the hallway and cuts them down, rescuing the Chancellor.
975OBI-WAN finishes off the headless BODYGUARD. It crumbles to the floor in pieces.
976ALARMS SOUND as the giant spacecraft begins to list and fall out of orbit. A PILOT yells at GENERAL GRIEVOUS.
977
978PILOT: Sir, we are falling out of orbit. All aft control cells are dead.
979
980GENERAL GRIEVOUS: Stay on course . . . Don't bother with them. Keep the ship in orbit.
981
982OBI-WAN and ANAKIN destroy the remaining DROIDS. GENERAL GRIEVOUS retrieves one of the BODYGUARD'S staffs and faces OBI-WAN. ANAKIN leaps over a console and lands behind GENERAL GRIEVOUS.
983
984GENERAL GRIEVOUS: You lose, General Kenobi.
985
986One of the PILOTS stands next to the General.
987
988PILOT: The ship is breaking up!
989
990GENERAL GRIEVOUS: We've run out of time.
991
992OBI-WAN tries to get at GENERAL GRIEVOUS. ANAKIN runs at the General from the opposing side. GENERAL GRIEVOUS turns and throws his electrified staff at the window. It breaks, causing chaos as everything that is not nailed down is sucked into space. GENERAL GRIEVOUS is the first one sucked out into space. He fires a cable from his arm that attaches to the ship. He swings in and lands firmly on the side of the ship.
993OBI-WAN, ANAKIN, and PALPATINE hold on for dear life. A blast shield closes around where the window used to be.
994
99563 INT. BRIDGE-TRADE FEDERATION CRUISER
996
997OBI-WAN continues to fight the BATTLE DROIDS. The DROIDS have backed him into a corner. OBI-WAN hides behind a control panel as the DROIDS blast away at him. He jumps up and over the DROIDS, cutting most of them down before he lands. He destroys the DROIDS and joins ANAKIN.
998ANAKIN and OBI-WAN cut through the rest of the DROIDS as if they were made of butter. PALPATINE stands in shock as he watches the carnage. Droid parts are firing everywhere. OBI-WAN and ANAKIN stand back to back and cut down the last of the DROIDS just as there is a huge shudder, followed by more alarms. SPARKS begin to fly outside the windows.
999
1000PALPATINE: The hull is burning up!
1001
100264 EXT. HULL-TRADE FEDERATION CRUISER-SPACE
1003
1004GENERAL GRIEVOUS detaches his cable and crawls along the exterior hull of the Federation Cruiser, using his magnetized hands and feet. He reaches a row of escape pods and enters an airlock.
1005
100665 INT. POD BAY-TRADE FEDERATION CRUISER-SPACE
1007
1008GENERAL GRIEVOUS enters the escape pod bay through the hatch. The Droid General goes to a control panel and opens an escape pod.
1009
1010GENERAL GRIEVOUS: Time to abandon ship.
1011
1012GENERAL GRIEVOUS pulls a row of switches, and one by one the escape pods are jettisoned.
1013
101466 INT. ESCAPE POD-SPACE
1015
1016He gets in one, the hatch closes, and the escape pod blasts away from the damaged Cruiser.
1017
101867 INT. BRIDGE-TRADE FEDERATION CRUISER
1019
1020OBI-WAN and ANAKIN go over to the navigator's chair.
1021
1022ANAKIN: All the escape pods have been launched.
1023
1024OBI-WAN: Grievous. Can you fly a cruiser like this?
1025
1026ANAKIN: You mean, do I know how to land what's left of this thing?
1027
1028ANAKIN sits in the pilot's chair and sees on a screen the back half of the ship break away. There is a great jolt, and the ship tilts forward.
1029
1030OBI-WAN: Well?
1031
1032ANAKIN: Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.
1033
1034OBI-WAN and PALPATINE strap themselves into chairs. ANAKIN struggles with the controls of the ship. The ship starts to glow, and pieces break off. ARTOO moves in on Palpatine 's controls and assists in flying the cruiser.
1035
1036OBI-WAN: Steady . . . Attitude . . . eighteen degrees.
1037
1038ARTOO beeps.
1039
1040ANAKIN: Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.
1041
1042OBI-WAN: Temp steady. Hatches open, flaps extended, drag fins . . .
1043
1044A large part of the ship breaks away.
1045
1046ANAKIN: We lost something.
1047
1048OBI-WAN: Not to worry, we're still flying half the ship.
1049
1050ANAKIN: Now we're really picking up speed . . . I'm going to shift a few degrees and see if I can slow us down.
1051
1052OBI-WAN: Careful . . . we're heating up-twelve thousand . . . thirteen thousand . . .
1053
1054ANAKIN: What's our speed?
1055
1056OBI-WAN: Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand . . . we're in the atmosphere . . .
1057
1058ANAKIN points to one of the controls. ARTOO beeps madly.
1059
1060ANAKIN: Grab that . . . Keep us level.
1061
1062OBI-WAN: Steady. Steady.
1063
1064ANAKIN: Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.
1065
1066OBI-WAN: Five thousand. Three thousand . . . two thousand. Fireships on the left and the right.
1067
1068FlRESHIP PILOT: We'll take you in.
1069
1070OBI-WAN: Copy that. Landing strip's straight ahead.
1071
1072ANAKIN: We're coming in too hot.
1073
1074OBI-WAN: Easy-easy.
1075
1076The ship leaves a contrail as it streaks across the Coruscant skyline. PALPATINE and OBI-WAN hold on for dear life as the ship shakes and rattles toward an industrial landing platform.
1077
107868 EXT. CORUSCANT-INDUSTRIAL LANDING PLATFORM-AFTERNOON
1079
1080A large landing platform in the industrial part of the city is surrounded by Emergency Fire Speeders. The smoking ship approaches as five Fireships spray it with foam. The ship finally makes a rather hard landing.
1081
1082OBI-WAN: Another happy landing.
1083
108469 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-LATE AFTERNOON
1085
1086The small Jedi Shuttle carrying PALPATINE and the JEDI arrives at the landing platform. There are a DOZEN SENATORS, including BAIL ORGANA, JAR JAR BINKS, and C-3PO, waiting for them. PALPATINE, R2-D2, and ANAKIN get out. OBI-WAN and MACE stay in the doorway of the Jedi Shuttle.
1087
1088ANAKIN: (to Obi-Wan) Are you coming, Master?
1089
1090OBI-WAN: Oh no. I'm not brave enough for politics. I have to report to the Council. Besides, someone needs to be the poster boy.
1091
1092ANAKIN: Hold on, this whole operation was your idea. You planned it. You led the rescue operation. You have to be the one to take the bows this time.
1093
1094OBI-WAN: Sorry, old friend. Let us not forget that you rescued me from the Buzz Droids. And you killed Count Dooku. And you rescued the Chancellor, carrying me unconscious on your back, and you managed to land that bucket of bolts safely . . .
1095
1096ANAKIN: All because of your training, Master. You deserve all those speeches of your greatness.
1097
1098OBI-WAN: . . . the endless speeches . . . Anakin, let's be fair. Today, you are the hero and you deserve your glorious day with the politicians.
1099
1100ANAKIN: All right. But you owe me . . . and not for saving your skin for the tenth time . . .
1101
1102OBI-WAN: Ninth time . . . that business on Cato Nemoidia doesn't count. I'll see you at the briefing.
1103
1104ANAKIN smiles and walks away from OBI-WAN.
1105The CHANCELLOR and his entourage approach MACE.
1106
1107MACE WlNDU: Chancellor Palpatine, what a welcome sight! Are you all right?
1108
1109PALPATINE: Yes, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again.
1110
1111MACE WlNDU: General Grievous will run and hide as he always does. He is a coward.
1112
1113PALPATINE: That maybe true, but with Count Dooku dead, he is the leader of the Droid Army, and I assure you, the Senate will vote to continue the war as long as Grievous is alive.
1114
1115MACE WlNDU: Then the Jedi Council will make finding Grievous our highest priority.
1116
1117BAIL, ANAKIN, and the crowd walk away from the platform toward the Senate Building Grand Hallway.
1118
1119BAIL ORGANA: Skywalker, the Republic cannot praise you enough.
1120
1121ANAKIN and BAIL ORGANA, walking in the hallway.
1122
1123ANAKIN: Thank you, Senator Organa. The kidnapping was a bold move by the Separatists, but it was a mistake that Obi-Wan and I were able to take advantage of.
1124
1125ARTOO and THREEPIO follow behind the crowd.
1126
1127C-3PO: It couldn't possibly be as bad as all that.
1128
1129ARTOO beeps.
1130
1131C-3PO: (continuing) Well, there, I agree with you. In fact, I could do with a tune-up myself.
1132
113370 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE AFTERNOON
1134
1135ANAKIN is at the back of the crowd of SENATORS, talking with BAIL ORGANA. R2-D2 and C-3PO scoot along ahead of them.
1136
1137BAIL ORGANA: The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures.
1138
1139ANAKIN: I wish that were so, but the fighting is going to continue until General Grievous is spare parts . . . The Chancellor is very clear about that.
1140
1141Behind a row of large columns, a SHADOWY FIGURE follows the JEDI and the SENATOR. ANAKIN senses the figure.
1142
1143BAIL ORGANA: I'll do everything I can with the Senate.
1144
1145ANAKIN: Excuse me.
1146
1147BAIL ORGANA: Certainly.
1148
1149ANAKIN stops, and BAIL goes off after PALPATINE and the others. ANAKIN goes behind one of the giant columns to meet up with the SHADOWY FIGURE, who is revealed to be SENATOR PADME AMDALA. They embrace and kiss.
1150
1151PADME: Oh, Anakin! Thank goodness, you're back.
1152
1153ANAKIN: I missed you, Padme. I've missed you so.
1154
1155PADME: There were whispers . . . that you'd been killed. I've been living with unbearable dread.
1156
1157ANAKIN: I'm back, I'm all right. It feels like we've been apart for a lifetime. And it might have been ... If the Chancellor hadn't been kidnapped. I don't think they would have ever brought us back from the Outer Rim sieges.
1158
1159ANAKIN starts to give her another kiss. She steps back.
1160
1161PADME: Wait, not here . . .
1162
1163He grabs her again.
1164
1165ANAKIN: Yes, here! I'm tired of all this deception. I don't care if they know we're married.
1166
1167PADME: Anakin, don't say things like that. You're important to the Republic ... to ending this war. I love you more than anything, but I won't let you give up your life as a Jedi for me . . .
1168
1169ANAKIN: I've given my life to the Jedi order, but I'd only give up my life, for you.
1170
1171PADME: (playfully) I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi . . . Come to me later.
1172
1173ANAKIN embraces her, then looks at her.
1174
1175ANAKIN: Are you all right? You're trembling. What's going on?
1176
1177PADME: I'm just excited to see you.
1178
1179ANAKIN: That's not it. I sense more . . . what is it?
1180
1181PADME: Nothing . . . nothing . . .
1182
1183ANAKIN: You're frightened. (a little angry) Tell me what's going on!
1184
1185PADME begins to cry.
1186
1187PADME: You've been gone five months . . . it's been very hard for me. I've never felt so alone. There's . . .
1188
1189ANAKIN: . . . Is there someone else?
1190
1191PADME: (peeved, angry) No! Why do you think that? Your jealousy upsets me so much, Anakin. I do nothing to betray you, yet you still don't trust me. Nothing has changed.
1192
1193ANAKIN: (sheepish) I'm afraid of losing you, Padme . . . that's all.
1194
1195PADME: I will never stop loving you, Anakin. My only fear is losing you.
1196
1197ANAKIN: It's just that I've never seen you like this . . .
1198
1199PADME: Something wonderful has happened.
1200
1201They look at each other for a long moment.
1202
1203PADME: (continuing) I'm . . . Annie, I'm pregnant.
1204
1205ANAKIN is stunned. He thinks through all of the ramifications of this. He takes her in his arms.
1206
1207ANAKIN: That's . . . that's wonderful.
1208
1209PADME: What are we going to do?
1210
1211ANAKIN: We're not going to worry about anything right now, all right? This is a happy moment. The happiest moment of my life.
1212
121371 EXT. UTAPAU-LANDING PLATFORM-DAY
1214
1215A small NEIMOIDIAN SHUTTLE lands. BATTLE DROIDS surround the ramp as GENERAL GRIEVOUS descends onto the platform. SUPER BATTLE DROID G21 approaches.
1216
1217SUPER BATTLE DROID G21: The planet is secure, sir. The population is under control.
1218
1219GENERAL GRIEVOUS: Good. Where is the Separatist Council?
1220
1221SUPER BATTLE DROID G21: This way, sir ...
1222
1223GENERAL GRIEVOUS takes the elevator to an upper level. He enters a conference room and presses a series of buttons on the table, and bows.
1224
122572 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY
1226
1227A hologram of Darth Sidious appears.
1228
1229GENERAL GRIEVOUS: Yes, Lord Sidious.
1230
1231DARTH SlDIOUS: General Grievous, I suggest you move the Separatist leaders to Mustafar.
1232
1233GENERAL GRIEVOUS: It will be done, My Lord.
1234
1235DARTH SlDIOUS: The end of the war is near, General, and I promise you, victory is assured.
1236
1237The hologram of Sidious talks to GRIEVOUS about the death of Count Dooku.
1238
1239GENERAL GRIEVOUS: But the loss of Count Dooku?
1240
1241DARTH SlDIOUS: His death was a necessary loss, which will ensure our victory. Soon I will have a new apprentice . . . one far younger and more powerful than Lord Tyranus.
1242
124373 INT. CORUSCANT-PADME'S APARTMENT-TWILIGHT
1244
1245PADME stands in the balcony brushing her hair. ANAKIN leans against the wall, watching her lovingly.
1246
1247ANAKIN: . . . every second I was thinking of you. Protecting the endless, nameless Outer Rim settlements became a torture . . . the battles were easy, the longing became unbearable . . . I've never been so happy as I am at this moment.
1248
1249PADME: Annie, I want to have our baby back home on Naboo. We could go to the lake country where no one would know . . . where we would be safe. I could go early-and fix up the baby's room. I know the perfect spot, right by the gardens.
1250
1251ANAKIN: You are so beautiful!
1252
1253PADME: It's only because I'm so in love . . .
1254
1255ANAKIN: No, it's because I'm so in love with you.
1256
1257PADME: So love has blinded you?
1258
1259ANAKIN: Well, that's not exactly what I meant . . .
1260
1261PADME: But it's probably true!
1262
1263They laugh.
1264
1265ANAKIN: I haven't laughed in so long . . .
1266
1267PADME: Neither have I.
1268
126974 INT. POLIS MASSA-MEDICAL CENTER-DREAM
1270
1271The view is strangely distorted and disorienting. PADME is on a table in an alien medical chamber. She is giving birth and is screaming.
1272
1273PADME: Anakin, help me! Help, Anakin! Anakin, I love you. I love you.
1274
1275She screams and dies.
1276
127775 INT. CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT
1278
1279ANAKIN awakens in a panic. He is covered in sweat. He looks over in the bed and sees PADME sound asleep next to him. ANAKIN gets out from under the sheets and sits on the side of the bed. He is breathing heavily. He puts his head in his hands and weeps. He regains his composure and leaves the room down a set of stairs. PADME awakens, realizes Anakin is gone.
1280
1281PADME: Anakin??
1282
1283She gets out of bed and goes downstairs to look for him.
1284
128576 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT
1286
1287ANAKIN walks down a flight of stairs onto a large veranda. The vast city planet of Coruscant, smoldering from the battle, is spread out before him. He is distraught.
1288PADME descends the stairs and joins ANAKIN on the veranda. She takes his hand. He doesn't look at her.
1289
1290PADME: What's bothering you?
1291
1292ANAKIN: Nothing . . .
1293
1294ANAKIN touches the japor snippet around PADME'S neck, that Anakin gave her when he was a small boy.
1295
1296ANAKIN: (continuing) I remember when I gave this to you.
1297
1298PADME: Anakin, how long is it going to take for us to be honest with each other?
1299
1300ANAKIN: It was a dream.
1301
1302PADME: Bad?
1303
1304ANAKIN: Like the ones I used to have about my mother just before she died.
1305
1306PADME: And?
1307
1308ANAKIN: It was about you.
1309
1310They look at each other. A moment of concern passes between them.
1311
1312PADME: Tell me.
1313
1314ANAKIN: It was only a dream.
1315
1316PADME gives him a long, worried look. ANAKIN takes a deep breath.
1317
1318ANAKIN: (continuing) You die in childbirth . . .
1319
1320PADME: And the baby?
1321
1322ANAKIN: I don't know.
1323
1324PADME: It was only a dream.
1325
1326ANAKIN takes PADME in his arms.
1327
1328ANAKIN: . . . I won't let this one become real, Padme.
1329
1330They embrace, then part.
1331
1332PADME: Anakin, this baby will change our lives. I doubt the Queen will continue to allow me to serve in the Senate, and if the Council discovers you are the father, you will be expelled from the Jedi Order.
1333
1334ANAKIN: I know ….
1335
1336PADME: Anakin, do you think Obi-Wan might be able to help us?
1337
1338ANAKIN: (suspicious) Have you told him anything?
1339
1340PADME: No, but he's your mentor, your best friend . . . he must suspect something.
1341
1342ANAKIN: He's been a father to me, but he's still on the Council. Don't tell him anything!
1343
1344PADME: I won't, Anakin.
1345
1346ANAKIN: I don't need his help . . . Our baby is a blessing, not a problem.
1347
134877 INT. CORUSCANT-JEDI TEMPLE-YODAS QUARTERS-DAY
1349
1350YODA and ANAKIN sit in Yoda 's room, deep in thought.
1351
1352YODA: Premonitions . . . premonitions . . . Hmmmm . . . these visions you have . . .
1353
1354ANAKIN: They are of pain, suffering, death . . .
1355
1356YODA: Yourself you speak of, or someone you know?
1357
1358ANAKIN: Someone . . .
1359
1360YODA: . . . close to you?
1361
1362ANAKIN: Yes.
1363
1364YODA: Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side.
1365
1366ANAKIN: I won't let these visions come true, Master Yoda.
1367
1368YODA: Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them, do not. Miss them, do not. Attachment leads to jealousy. The shadow of greed, that is.
1369
1370ANAKIN: What must I do, Master Yoda?
1371
1372YODA: Train yourself to let go of everything you fear to lose.
1373
137478 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-DAY
1375
1376ANAKIN hurries down a temple hallway, heading toward a Jedi Briefing Room. SEVERAL JEDI are exiting.
1377
137879 INT. CORUSCANT-JEDI TEMPLE-BRIEFING ROOM-DAY
1379
1380ANAKIN rushes into the Briefing Room. By the time he reaches the Chamber, the last of the Jedi are leaving. Only OBI-WAN remains at the front of the lecture hall. He is shutting off some holograms and electronic charts and maps.
1381
1382OBI-WAN: You missed the report on the Outer Rim sieges.
1383
1384ANAKIN: I'm sorry, I was held up. I have no excuse.
1385
1386OBI-WAN: In short, they are going very well. Saleucami has fallen, and Master Vos has moved his troops to Boz Pity.
1387
1388ANAKIN: What's wrong then?
1389
1390OBI-WAN: The Senate is expected to vote more executive powers to the Chancellor today.
1391
1392ANAKIN: Well, that can only mean less deliberating and more action. Is that bad? It will make it easier for us to end this war.
1393
1394OBI-WAN: Anakin, be careful of your friend Palpatine.
1395
1396ANAKIN: Be careful of what?
1397
1398OBI-WAN: He has requested your presence.
1399
1400ANAKIN: What for?
1401
1402OBI-WAN: He would not say.
1403
1404ANAKIN: He didn't inform the Jedi Council? That's unusual, isn't it?
1405
1406OBI-WAN: All of this is unusual, and it's making me feel uneasy. You're probably aware that relations between the Council and the Chancellor are stressed.
1407
1408ANAKIN: I know the Council has grown wary of the Chancellor's power, mine also for that matter. Aren't we all working together to save the Republic? Why all this distrust?
1409
1410OBI-WAN: The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings.
1411
141280 INT. CORUSCANT-CHANCELLOR'S OFFICE-DAY
1413
1414ANAKIN stands with PALPATINE at his window overlooking the vastness of Coruscant. Several buildings have been destroyed. A brown haze hangs over the landscape.
1415
1416PALPATINE: Anakin, this afternoon the Senate is going to call on me to take direct control of the Jedi Council.
1417
1418ANAKIN: The Jedi will no longer report to the Senate?
1419
1420PALPATINE: They will report to me . . . personally. The Senate is too unfocused to conduct a war. This will bring a quick end to things.
1421
1422ANAKIN: I agree, but the Jedi Council may not see it that way.
1423
1424PALPATINE: There are times when we must all endure adjustments to the constitution in the name of security.
1425
1426ANAKIN: With all due respect, sir, the Council is in no mood for more constitutional amendments.
1427
1428PALPATINE: Thank you, my friend, but in this case I have no choice . . . this war must be won.
1429
1430ANAKIN: Everyone will agree on that.
1431
1432PALPATINE: Anakin, I've known you since you were a small boy. I have advised you over the years when I could ... I am very proud of your accomplishments. You have won many battles the Jedi Council thought were lost . . . and you saved my life. I hope you trust me, Anakin.
1433
1434ANAKIN: Of course.
1435
1436PALPATINE: I need your help, son.
1437
1438ANAKIN: What do you mean?
1439
1440PALPATINE: I fear the Jedi. The Council keeps pushing for more control. They're shrouded in secrecy and obsessed with maintaining their autonomy . . . ideals. I find simply incomprehensible in a democracy.
1441
1442ANAKIN: I can assure you that the Jedi are dedicated to the values of the Republic, sir.
1443
1444PALPATINE: Nevertheless, their actions will speak more loudly than their words. I'm depending on you.
1445
1446ANAKIN: For what? I don't understand.
1447
1448PALPATINE: To be the eyes, ears, and voice of the Republic . . .
1449
1450ANAKIN thinks about this.
1451
1452PALPATINE: (continuing) Anakin . . . I'm appointing you to be my personal representative on the Jedi Council.
1453
1454ANAKIN: Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this.
1455
1456PALPATINE: I think they will . . . they need you more than you know.
1457
145881 INT. CORUSCANT-BAIL ORGANA'S OFFICE-DAY
1459
1460PADME, BAIL ORGANA, and SENATORS MON MOTHMA, FANG ZAR, TERR TANEEL, and GIDDEAN DANU sit in Senator Organa 's office.
1461
1462BAIL ORGANA: Now that he has control of the Jedi Council, the Chancellor has appointed Governors to oversee all star systems in the Republic.
1463
1464FANG ZAR: When did this happen?
1465
1466BAIL ORGANA: The decree was posted this morning.
1467
1468PADME: Do you think he will dismantle the Senate?
1469
1470MON MOTHMA: Why bother? As a practical matter, the Senate no longer exists.
1471
1472GIDDEAN DANU: The constitution is in shreds. Amendment after amendment . . . executive directives, sometimes a dozen in one day.
1473
1474BAIL ORGANA: We can't let a thousand years of democracy disappear without a fight.
1475
1476EVERYONE looks at each other, a little worried at the implications of what was just said.
1477
1478TERR TANEEL: What are you suggesting?
1479
1480BAIL ORGANA: I apologize. I didn't mean to sound like a Separatist.
1481
1482MON MOTHMA: We are not Separatists trying to leave the Republic. We are loyalists, trying to preserve democracy in the Republic.
1483
1484BAIL ORGANA: It has become increasingly clear to many of us that the Chancellor has become an enemy of democracy.
1485
1486PADME: I can't believe it has come to this! Chancellor Palpatine is one of my oldest advisors. He served as my Ambassador when I was Queen.
1487
1488GlDDEAN DANU: Senator, I fear you underestimate the amount of corruption that has taken hold in the Senate.
1489
1490MON MOTHMA: The Chancellor has played the Senators well. They know where the power lies, and they will do whatever it takes to share in it. Palpatine has become a dictator and we have helped him to do it.
1491
1492BAIL ORGANA: We can't sit around debating any longer, we have decided to do what we can to stop it. Senator Mon Mothma and I are putting together an organization . . .
1493
1494PADME: Say no more. Senator Organa. I understand. At this point, it's better to leave some things unsaid.
1495
1496BAIL ORGANA: Yes. I agree and we must not discuss this with anyone, without everyone in this group agreeing.
1497
1498MON MOTHMA: That means those closest to you . . . even family ... no one can be told.
1499
1500They ALL nod their heads. PADME considers this for a moment.
1501
1502PADME: Agreed.
1503
150482 INT. CORUSCANT-JEDI TEMPLE-HALLWAY OUTSIDE COUNCIL CHAMBERS-DAY
1505
1506ANAKIN stands pensively in front of the Jedi Council Chambers. The door opens.
1507
150883 INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-DAY
1509
1510ANAKIN enters and stands in the middle of the room. He is surrounded by the Jedi Council MACE WINDU, EETH KOTH OBI-WAN, YODA, the HOLOGRAMS of PLO KOON and KI-ADI-MUNDI.
1511
1512MACE: Anakin Skywalker, we have approved your appointment to the Council as the Chancellor's personal representative.
1513
1514ANAKIN: I will do my best to uphold the principles of the Jedi Order.
1515
1516YODA: Allow this appointment lightly, the Council does not. Disturbing is this move by Chancellor Palpatine.
1517
1518ANAKIN: I understand.
1519
1520MACE: You are on this Council, but we do not grant you the rank of Master.
1521
1522Anakin reacts with anger.
1523
1524ANAKIN: What? ! How can you do this?? This is outrageous, it's unfair . . . I'm more powerful than any of you. How can you be on the Council and not be a Master?
1525
1526MACE: Take a seat, young Skywalker.
1527
1528ANAKIN: Forgive me, Master.
1529
1530ANAKIN goes and sits in one of the empty chairs. Everyone is embarrassed. KI-ADI-MUNDI WHO APPEARS AS A HOLOGRAM, speaks.
1531
1532Kl-ADI-MUNDI: We have surveyed all systems in the Republic, and have found no sign of General Grievous.
1533
1534YODA: Hiding in the Outer Rim, Grievous is. The outlying systems, you must sweep.
1535
1536OBI-WAN: It may take some time . . . we do not have many ships to spare.
1537
1538MACE: We cannot take ships from the front line.
1539
1540OBI-WAN: And yet, it would be fatal for us to allow the droid armies to regroup.
1541
1542YODA: Master Kenobi, our spies contact, you must, and then wait.
1543
1544Kl-ADI-MUNDI: What about the droid attack on the Wookiees?
1545
1546MACE: It is critical we send an attack group there, immediately!
1547
1548OBI-WAN: He's right, that is a system we cannot afford to lose. It's the main navigation route for the southwestern quadrant.
1549
1550ANAKIN: I know that system well. It would take us little time to drive the droids off that planet.
1551
1552MACE: Skywalker, your assignment is here with the Chancellor, and Kenobi must find General Grievous.
1553
1554YODA: Go, I will. Good relations with the Wookiees, I have.
1555
1556MACE: It is settled then. Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all.
1557
1558ANAKIN is disappointed.
1559
156084 INT. CORUSCANT-JEDI TEMPLE-MASSIVE MAIN HALLWAY AND ALCOVE-LATE AFTERNOON
1561
1562ANAKIN and OBI-WAN walk through one of the massive Jedi Temple hallways. ANAKIN is furious.
1563
1564ANAKIN: What kind of nonsense is this, put me on the Council and not make me a Master!?? That's never been done in the history of the Jedi. It's insulting!
1565
1566OBI-WAN: Calm down, Anakin. You have been given a great honor. To be on the Council at your age . . . It's never happened before. Listen to me, Anakin. The fact of the matter is you're too close to the Chancellor. The Council doesn't like it when he interferes in Jedi affairs.
1567
1568ANAKIN: I swear to you, I didn't ask to be put on the Council . . .
1569
1570OBI-WAN: But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off.
1571
1572ANAKIN: That has nothing to do with this.
1573
1574OBI-WAN: Anakin, regardless of how it happened, you find yourself in a delicate situation.
1575
1576ANAKIN: You mean divided loyalties.
1577
1578OBI-WAN: I warned you there was tension between the Council and the Chancellor. I was very clear. Why didn't you listen? You walked right into it.
1579
1580ANAKIN: The Council is upset I'm the youngest to ever serve.
1581
1582OBI-WAN: No, it is not. Anakin, I worry when you speak of jealousy and pride. Those are not Jedi thoughts. They're dangerous, dark thoughts.
1583
1584ANAKIN: Master, you of all people should have confidence in my abilities. I know where my loyalties lie.
1585
1586OBI-WAN: I hope so . . .
1587
1588ANAKIN: I sense there's more to this talk than you're saying.
1589
1590OBI-WAN: Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you.
1591
1592ANAKIN: And?
1593
1594OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation.
1595
1596ANAKIN: What situation?
1597
1598OBI-WAN: (takes a deep breath) The Council wants you to report on all of the Chancellor's dealings. They want to know what he's up to.
1599
1600ANAKIN: They want me to spy on the Chancellor? That's treason!
1601
1602OBI-WAN: We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not.
1603
1604ANAKIN: Why didn't the Council give me this assignment when we were in session?
1605
1606OBI-WAN: This assignment is not to be on record. The Council asked me to approach you on this personally.
1607
1608ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here.
1609
1610OBI-WAN: That is why you must help us, Anakin. Our allegiance is to the Senate, not to its leader who has managed to stay in office long after his term has expired.
1611
1612ANAKIN: Master, the Senate demanded that he stay longer.
1613
1614OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place.
1615
1616ANAKIN: You're asking me to do something against the Jedi Code. Against the Republic. Against a mentor . . . and a friend. That's what's out of place here. Why are you asking this of me?
1617
1618OBI-WAN: The Council is asking you.
1619
162085 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
1621
1622A JEDI GUNSHIP heads for the huge Clone landing platform.
1623
162486 INT. CORUSCANT-JEDI GUNSHIP-DAY
1625
1626YODA, MACE, and OBI-WAN ride in the GUNSHIP as it heads for the Clone landing platform. Mace and Obi-Wan are sitting.
1627
1628OBI-WAN : Anakin did not take to his assignment with much enthusiasm.
1629
1630YODA: Too much under the sway of the Chancellor, he is. Much anger there is in him. Too much pride in his powers.
1631
1632MACE: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him.
1633
1634OBI-WAN: He'll be all right. I trust him with my life.
1635
1636MACE:I wish I did.
1637
1638OBI-WAN: With all due respect, Master, is he not the Chosen One? Is he not to destroy the Sith and bring balance to the Force?
1639
1640MACE: So the prophecy says.
1641
1642YODA: A prophecy . . . that misread could have been.
1643
1644OBI-WAN: He will not let me down. He never has.
1645
1646YODA: I hope right you are. And now destroy the Droid armies on Kashyyyk, I will. May the Force be with you.
1647
1648The GUNSHIP lands and the ramp lowers. YODA exits the GUNSHIP. MACE and OBI-WAN stand and give him a brief bow then take off in the GUNSHIP.
1649
165087 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET
1651
1652Padme's Speeder pulls up to the landing platform. CAPTAIN TYPHO escorts PADME onto the veranda, where TWO HANDMAIDENS (ELLE and MOTEE) are waiting. PADME turns to CAPTAIN TYPHO.
1653
1654PADME: Thank you, Captain.
1655
1656CAPTAIN TYPHO: Rest well. My Lady.
1657
1658CAPTAIN TYPHO gets back into the Speeder, and it disappears into the cityscape. The HANDMAIDENS, Motee and Elle, approach PADME as the SHADOW OF A FIGURE moves in the background. C-3PO is standing nearby.
1659
1660PADME: I'll be up in a while.
1661
1662MOTEE: Yes, my lady.
1663
1664C-3PO stands, confused, as the HANDMAIDENS turn and exit.
1665
1666C-3PO: Is there anything I might do for you, my lady?
1667
1668PADME: Yes, make sure all the security droids are working. Thank you, Threepio.
1669
1670The golden droid turns and exits.
1671
1672PADME stands and watches the sunset. The SHADOWY FIGURE moves toward her. She senses something.
1673
1674ANAKIN: Beautiful, isn't it?
1675
1676PADME jumps and turns around.
1677
1678PADME: You startled me.
1679
1680He sits next to her on the bench.
1681
1682ANAKIN: How are you feeling?
1683
1684PADME: He keeps kicking.
1685
1686ANAKIN: He?! Why do you think it's a boy?
1687
1688PADME: (laughs) My motherly intuition.
1689
1690She puts his hand on her belly.
1691
1692ANAKIN: Whoa! With a kick that strong, it's got to be a girl.
1693
1694They laugh.
1695
1696PADME: I heard about your appointment. Anakin. I'm so proud of you.
1697
1698ANAKIN: I may be on the Council, but . . . they refused to accept me as a Jedi Master.
1699
1700PADME: Patience. In time, they will recognize your skills.
1701
1702ANAKIN: They still treat me as if I were a Padawan learner. . . they fear my power, that's the problem.
1703
1704PADME: Anakin . . .
1705
1706ANAKIN: Sometimes, I wonder what's happening to the Jedi Order . . . I think this war is destroying the principles of the Republic.
1707
1708PADME: Have you ever considered that we may be on the wrong side?
1709
1710ANAKIN: (suspicious) What do you mean?
1711
1712PADME: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?
1713
1714ANAKIN: I don't believe that. And you're sounding like a Separatist!
1715
1716PADME: Anakin, this war represents a failure to listen . . . Now, you're closer to the Chancellor than anyone. Please, please ask him to stop the fighting and let diplomacy resume.
1717
1718ANAKIN: (growing angry) Don't ask me to do that, Padme. Make a motion in the Senate, where that kind of a request belongs. I'm not your errand boy. I'm not anyone's errand boy!
1719
1720PADME: What is it?
1721
1722ANAKIN: Nothing.
1723
1724PADME: Don't do this . . . don't shut me out. Let me help you.
1725
1726ANAKIN: You can't help me . . . I'm trying to help you.
1727
1728They look in each other's eyes.
1729
1730ANAKIN: (continuing) I sense . . . there are things you are not telling me.
1731
1732PADME is startled at this.
1733
1734PADME: I sense there are things you are not telling me.
1735
1736PADME smiles. ANAKIN is a little embarrassed.
1737
1738PADME: (continuing) Hold me . . . like you did by the lake on Naboo, so long ago . . . when there was nothing but our love ... No politics, no plotting ... no war.
1739
174088 INT. CORUSCANT-GALAXIES OPERA HOUSE-NIGHT
1741
1742ANAKIN lands his speeder and exits.
1743ANAKIN runs up the stairs at the Galaxies Opera House.
1744ANAKIN runs through the hallway and enters Palpatine's box, where the CHANCELLOR is sitting with Mas Amedda and Sly-Moore, watching the Man Calamari Ballet doing "Squid Lake."
1745
1746ANAKIN: You wanted to see me, Chancellor.
1747
1748PALPATINE: Yes, Anakin! Come closer. I have good news. Our Clone Intelligence Units have discovered the location of General Grievous. He is hiding in the Utapau system.
1749
1750ANAKIN: At last, we'll be able to capture that monster and end this war.
1751
1752PALPATINE: I would worry about the collective wisdom of the Council if they didn't select you for this assignment. You are the best choice by far … but, they can't always be trusted to do the right thing.
1753
1754ANAKIN: They try.
1755
1756PALPATINE: Sit down, (to his aides) Leave us.
1757
1758ANAKIN sits next to PALPATINE. The Chancellor leans over to him.
1759
1760PALPATINE: (continuing) Anakin, you know I'm not able to rely on the Jedi Council. If they haven't included you in their plot, they soon will.
1761
1762ANAKIN: I'm not sure I understand.
1763
1764PALPATINE: You must sense what I have come to suspect . . . the Jedi Council want control of the Republic . . . they're planning to betray me.
1765
1766ANAKIN: I don't think . . .
1767
1768PALPATINE: Anakin, search your feelings. You know, don't you?
1769
1770ANAKIN: I know they don't trust you . . .
1771
1772PALPATINE: Or the Senate . . . or the Republic . . . or democracy for that matter.
1773
1774ANAKIN: I have to admit my trust in them has been shaken.
1775
1776PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they?
1777
1778ANAKIN doesn't say anything. He simply looks down.
1779
1780PALPATINE: (continuing) They asked you to spy on me, didn't they?
1781
1782ANAKIN: I don't know ... I don't know what to say.
1783
1784PALPATINE: Remember back to your early teachings. Anakin. "All those who gain power are afraid to lose it." Even the Jedi.
1785
1786ANAKIN: The Jedi use their power for good.
1787
1788PALPATINE: Good is a point of view, Anakin. And the Jedi point of view is not the only valid one. The Dark Lords of the Sith believe in security and justice also, yet they are considered by the Jedi to be. . .
1789
1790ANAKIN: . . . evil.
1791
1792PALPATINE: . . . from a Jedi's point of view. The Sith and the Jedi are similar in almost every way, including their quest for greater power. The difference between the two is the Sith are not afraid of the dark side of the Force. That is why they are more powerful.
1793
1794ANAKIN: The Sith rely on their passion for their strength. They think inward, only about themselves.
1795
1796PALPATINE: And the Jedi don't?
1797
1798ANAKIN: The Jedi are selfless . . . they only care about others.
1799
1800PALPATINE smiles.
1801
1802PALPATINE: Or so you've been trained to believe. Why is it, then, that they have asked you to do something you feel is wrong?
1803
1804ANAKIN: I'm not sure it's wrong.
1805
1806PALPATINE: Have they asked you to betray the Jedi code? The Constitution? A friendship? Your own values? Think. Consider their motives. Keep your mind clear of assumptions. The fear of losing power is a weakness of both the Jedi and the Sith.
1807
1808ANAKIN is deep in thought.
1809
1810PALPATINE: (continuing) Did you ever hear the tragedy of Darth Plagueis "the wise"?
1811
1812ANAKIN: No.
1813
1814PALPATINE: I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise he could use the Force to influence the midi-chlorians to create life ... He had such a knowledge of the dark side that he could even keep the ones he cared about from dying.
1815
1816ANAKIN: He could actually save people from death?
1817
1818PALPATINE: The dark side of the Force is a pathway to many abilities some consider to be unnatural.
1819
1820ANAKIN: What happened to him?
1821
1822PALPATINE: He became so powerful . . . the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep. (smiles) Plagueis never saw it coming. It's ironic he could save others from death, but not himself.
1823
1824ANAKIN: Is it possible to learn this power?
1825
1826PALPATINE: Not from a Jedi.
1827
182889 EXT. KASHYYYK-DAY
1829
1830A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the HOLOGRAM AREA.
1831
183290 INT. KASHYYYK-HOLOGRAM AREA-DAY
1833
1834YODA and various JEDI speak via hologram. The discussion includes OBI-WAN, MACE, AGEN KOLAR, YODA- KI-ADI-MUNDI and PLO KOON.
1835
1836Kl-ADI-MUNDI: (holo) Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents.
1837
1838MACE: (holo) How could the Chancellor have come by this information and we know nothing about it? We have had contact with Baron Papanoida and he said no one was there.
1839
1840ANAKIN: A partial message was intercepted in a diplomatic packet from the Chairman of Utapau.
1841
1842YODA: Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed.
1843
1844OBI-WAN: Does everyone agree?
1845
1846All the JEDI concur.
1847
1848ANAKIN: The Chancellor has requested that I lead the campaign.
1849
1850They all look at ANAKIN a bit disturbed.
1851
1852MACE: (a little peeved) The Council will make up its own mind who is to go, not the Chancellor.
1853
1854Kl-ADI-MUNDI: Yes, this decision is ours to make.
1855
1856ANAKIN is embarrassed and becomes sullen.
1857
1858YODA: A Master is needed, with more experience.
1859
1860MACE: Given our resources, I recommend we send only one Jedi . . . Master Kenobi.
1861
1862ANAKIN: He was not so successful the last time he met Grievous.
1863
1864OBI-WAN throws ANAKIN a dirty look.
1865
1866ANAKIN: (continuing) No offense, my Master, but I'm only stating a fact.
1867
1868OBI-WAN: Oh no, you're quite right, but I do have the most experience with his ways of combat.
1869
1870YODA: Obi-Wan, my choice is.
1871
1872Kl-ADI-MUNDI: I concur. Master Kenobi should go.
1873
1874YODA: I agree.
1875
1876All the JEDI concur.
1877
1878MACE: Very well. Council is adjourned.
1879
1880ANAKIN is angry.
1881
1882MACE: (continuing) Obi-Wan, prepare two clone brigades as quickly as you can. If this report is true, there's no telling how many battle droids he may have with him.
1883
188491 INT. KASHYYYK-HOLOGRAM AREA-DAY
1885
1886YODA gets out of his chair and walks to the edge of the platform.
1887
1888CLONE COMMANDER GREE: The droids have started up their main power generators.
1889
1890YODA: Then now the time is, Commander.
1891
1892CLONE COMMANDER GREE: Yes, sir.
1893
1894The battle begins.
1895
189692 EXT. KASHYYYK-BEACH HEAD-DAY
1897
1898A WOOKIEE CHIEFTAIN lets out a roar as the Wookiee army rushes to face the DROID ARMY. CORPORATE ALLIANCE TANK DROIDS race across the water against the WOOKIEES and CLONE TROOPERS on the beach. DROID GUNSHIPS provide air support, while a SPIDER DROID emerges from the watery depths. A brave WOOKIEE places an explosive on a SEPARATIST TANK and jumps off just before the TANK EXPLODES. From the Hologram Area, Yoda observes the ongoing battle.
1899
190093 EXT. CORUSCANT-PADME'S APARTMENT-EARLY MORNING
1901
1902Padme's apartment building is surrounded by the smog-shrouded city of Coruscant.
1903
190494 INT. CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING
1905
1906PADME and OBI-WAN sit on one of the couches.
1907
1908OBI-WAN: Has Anakin been to see you?
1909
1910PADME: Several times . . . I was so happy to hear he was accepted on the Jedi Council.
1911
1912OBI-WAN: I know ... he deserves it. He is impatient, strong willed, very opinionated, but truly gifted.
1913
1914They laugh.
1915
1916PADME: You're not just here to say hello. Something is wrong, isn't it?
1917
1918OBI-WAN: You should be a Jedi, Padme.
1919
1920PADME: You're not very good at hiding your feelings.
1921
1922OBI-WAN: It's Anakin . . . He's becoming moody and detached. He's been put in a difficult position as the Chancellor's representative . . . but I think it's more than that. I was hoping he may have talked to you.
1923
1924PADME: Why would he talk to me about his work?
1925
1926OBI-WAN studies her.
1927
1928OBI-WAN: Neither of you is very good at hiding your feelings either.
1929
1930PADME: Don't give me that look.
1931
1932OBI-WAN: I know how he feels about you.
1933
1934PADME: (nervous) What did he say?
1935
1936OBI-WAN: Nothing. He didn't have to.
1937
1938PADME is a little flustered. She stands and Obi-Wan follows. She walks to the balcony.
1939
1940PADME: I don't know what you're talking about.
1941
1942OBI-WAN: I know you both too well. I can see you two are in love. Padme, I'm worried about him.
1943
1944PADME looks down and doesn't answer.
1945
1946OBI-WAN: (continuing) I fear your relationship has confused him. He's changed considerably since we returned . . .
1947
1948They stand on the balcony and look off at the early morning city. OBI-WAN starts to leave. PADME stays looking off into the distant city.
1949
1950OBI-WAN: (continuing) Padme, I'm not telling the Council about any of this. I ... I hope I didn't upset you. We're all friends, I care about both of you . . .
1951
1952PADME: Thank you, Obi-Wan.
1953
1954OBI-WAN: Please do what you can to help him.
1955
195695 INT. CORUSCANT-PADME'S APARTMENT-DAY
1957
1958PADME, MON MOTHMA, and five other Senators (BANA BREEMU, FANG ZAR. CHI EEKWAY, GIDDEAN DANU, BAIL ORGANA) sit in Padme's living room. C-3PO serves drinks to the guests.
1959
1960PADME: We cannot let this turn into another war.
1961
1962BAIL ORGANA: Absolutely, that is the last thing we want.
1963
1964MON MOTHMA: We are hoping to form an alliance in the Senate to stop the Chancellor from further subverting the constitution, that's all.
1965
1966PADME: I know a Jedi I feel it would be wise to consult.
1967
1968BANA BREEMU: That would be dangerous.
1969
1970MON MOTHMA: We don't know where the Jedi stand in all this.
1971
1972PADME: I only wish to discuss this with one . . . one I trust.
1973
1974GiDDEAN DANU: Going against the Chancellor without the support of the Jedi is risky.
1975
1976PADME: The Jedi aren't any happier with the situation than we are . . .
1977
1978CHI EEKWAY: Patience, Senator.
1979
1980FANG ZAR: We have so many Senators on our side, surely that will pursuade the Chancellor.
1981
1982BANA BREEMU: When you present the "petition of the two thousand" to the Chancellor, things may change.
1983
1984BAIL ORGANA: Let us see what we can accomplish in the Senate, before we include the Jedi.
1985
1986PADME takes a deep breath in frustration and disappointment.
1987
198896 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
1989
1990ANAKIN and OBI-WAN walk onto a landing platform overlooking a docking bay where THOUSANDS OF CLONE TROOPS and armored weapons, tanks, etc., are being loaded onto a massive REPUBLIC ASSAULT SHIP.
1991
1992ANAKIN: You're going to need me on this one, Master.
1993
1994OBI-WAN: Oh, I agree. However it may turn out just to be a wild bantha chase.
1995
1996OBI-WAN starts to turn and leave.
1997
1998ANAKIN: Master!
1999
2000OBI-WAN stops and ANAKIN walks over to him.
2001
2002ANAKIN: (continuing) Master, I've disappointed you. I have not been very appreciative of your training . . . I have been arrogant and I apologize . . . I've just been so frustrated with the Council. Your friendship means everything to me.
2003
2004OBI-WAN: You are strong and wise, Anakin, and I am very proud of you. I have trained you since you were a small boy. I have taught you everything I know. And you have become a far greater Jedi than I could ever hope to be, and you have saved my life more times than I can remember. But be patient, Anakin. It won't be long before the Council makes you a Jedi Master.
2005
2006OBI-WAN starts down the ramp, then turns back.
2007
2008OBI-WAN: (continuing) Don't worry. I have enough clones with me to take three systems the size of Utapau. I think I'll be able to handle the situation . . . even without your help.
2009
2010ANAKIN: Well, there's always a first time.
2011
2012OBI-WAN laughs.
2013
2014They talk for a few more minutes before ANAKIN watches OBI-WAN depart.
2015
2016ANAKIN: Obi-Wan, may the Force be with you.
2017
2018OBI-WAN: Good-bye, old friend. May the Force be with you.
2019
2020OBI-WAN heads down a ramp toward the waiting Republic cruiser.
2021
202297 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
2023
2024The Republic cruiser lifts off and heads for space.
2025
202698 INT. REPUBLIC BATTLE CRUISER-HANGAR-SPACE
2027
2028CLONE TROOPERS stand at attention in rows on the floor of the hangar deck, waiting to board landing craft. OBI-WAN stands next to his BLUE JEDI FIGHTER- talking to SEVERAL CLONE COMMANDERS with their helmets off. A hologram of the planet Utapau is projected by R4-G9 into the middle of the hangar.
2029
2030CLONE COMMANDER CODY: Fortunately, most of the cities are concentrated on this small continent here . . . on the far side.
2031
2032OBI-WAN: I'll keep them distracted until you get there. Just don't take too long.
2033
2034CLONE COMMANDER CODY: Come on, boss, when have I ever let you down?
2035
2036They laugh.
2037
2038OBI-WAN: (laughing) Cato Nemoidia . . . for starters.
2039
2040OBI-WAN climbs into his Jedi Fighter.
2041
2042CLONE COMMANDER CODY: That was Anakin who was late. I believe.
2043
2044OBI-WAN: Very well, the burden is on me not to destroy all the droids before you get there.
2045
2046CLONE COMMANDER CODY: I'm counting on you.
2047
204899 EXT. JEDI FIGHTER-SPACE
2049
2050OBI-WAN blasts the BLUE JEDI FIGHTER out of the Republic Battle Cruiser and into the hyperspace ring. He heads for the planet Utapau.
2051
2052100 EXT. CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY
2053
2054The Chancellor's Transport races through the city and heads for the Senate Office Building landing platform. Waiting on the landing platform is a LONE JEDI. The Transport lands, and CHANCELLOR PALPATINE emerges with FOUR ROYAL GUARDS and MAS AMEDDA. The FOUR ROYAL GUARDS move off in another direction as PALPATINE greets ANAKIN, who has been waiting for him.
2055
2056PALPATINE: Well, Anakin, did you see your friend off?
2057
2058ANAKIN: He will soon have Grievous's head.
2059
2060PALPATINE: We can only hope the Council didn't make a mistake.
2061
2062ANAKIN: The Council was very sure in its decision.
2063
2064They exit the landing platform.
2065
2066101 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY
2067
2068They enter the main hallway of the Senate Office Building. They pass SEVERAL SENATORS, including REPRESENTATIVE JAR JAR BINKS from Naboo.
2069
2070JAR JAR: Helloo Annie. Good en to see yousa . . .
2071
2072The Gungan waves to Anakin.
2073
2074ANAKIN: Hi, Jar Jar.
2075
2076JAR JAR: Oopsin da Chancellor!! So sorry, Your Highness, sir.
2077
2078Anakin turns back to the Chancellor.
2079
2080PALPATINE: There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment.
2081
2082ANAKIN: Not fit? Why would anyone think that?
2083
2084PALPATINE: They say his mind has become fogged by the influence of a certain female Senator.
2085
2086ANAKIN: That's ridiculous. Who?!?
2087
2088PALPATINE: (slyly) No one knows who she is ... only that she is a Senator.
2089
2090ANAKIN: That's impossible. I would know.
2091
2092PALPATINE: Sometimes the closest are the ones who cannot see.
2093
2094ANAKIN becomes worried.
2095
2096PALPATINE: (continuing) Idle Senate gossip is rarely true and never accurate. I'm sure your Master will do fine.
2097
2098102 INT. POLIS MASSA-MEDICAL CENTER-DREAM
2099
2100PADME calls out in pain. OBI-WAN is near her and softly speaks to her.
2101
2102OBI-WAN: Save your energy.
2103
2104PADME: I can't!
2105
2106OBI-WAN: Don't give up, Padme. Don't give up . . .
2107
2108103 INT. CORUSCANT-PADME'S APARTMENT-LANDING ROOM-DAY
2109
2110ANAKIN is in the living room, working. He sits on the couch where Obi-Wan was sitting. PADME enters and crosses behind him.
2111
2112ANAKIN: I sense someone familiar . . . Obi-Wan's been here, hasn't he?
2113
2114PADME: He came by this morning.
2115
2116ANAKIN: What did he want?
2117
2118PADME looks at him for a moment. ANAKIN seems tense.
2119
2120PADME: He's worried about you.
2121
2122ANAKIN: You told him about us, didn't you?
2123
2124She continues to walk to the bedroom, he follows.
2125
2126PADME: He's your best friend, Anakin. He says you're under a lot of stress.
2127
2128ANAKIN: And he's not?
2129
2130PADME: You have been moody lately.
2131
2132ANAKIN: I'm not moody . . .
2133
2134PADME: Anakin! Don't do this again.
2135
2136ANAKIN: I don't know ... I feel . . . lost.
2137
2138PADME: Lost? What do you mean? You're always so sure of yourself. I don't understand.
2139
2140ANAKIN: Obi-Wan and the Council don't trust me.
2141
2142PADME: They trust you with their lives. Obi-Wan loves you as a son.
2143
2144ANAKIN: Something's happening . . . I'm not the Jedi I should be. I am one of the most powerful Jedi, but I'm not satisfied ... I want more, and I know I shouldn't.
2145
2146PADME: You expect too much of yourself.
2147
2148They stop in front of the window in the bedroom. ANAKIN puts his hand on her belly.
2149
2150ANAKIN: I have found a way to save you.
2151
2152PADME: Save me?
2153
2154ANAKIN: From my nightmares.
2155
2156PADME: Is that what's bothering you?
2157
2158ANAKIN: I won't lose you, Padme.
2159
2160PADME: I'm not going to die in childbirth, Annie. I promise you.
2161
2162ANAKIN: No, I promise you! I am becoming so powerful with my new knowledge of the Force, I will be able to keep you from dying.
2163
2164PADME looks ANAKIN in the eye.
2165
2166PADME: You don't need more power, Anakin. I believe you can protect me against anything, just as you are.
2167
2168They embrace and kiss.
2169
2170104 EXT. UTAPAU-SPACE
2171
2172OBI-WAN blasts out of the BLUE JEDI FIGHTER's hyperspace ring and heads for the planet Utapau. The BLUE FIGHTER skims over the planet's surface, flat except for a few giant sinkholes.
2173
2174105 INT. UTAPAU-LANDING PLATFORM-DAY
2175
2176OBI-WAN lands his ship on a Platform projecting out of the side of a giant sinkhole. All is quiet. A local administrator, TION MEDON, comes out to greet the ship. OBI-WAN climbs out of his Fighter as a SHORT GROUND CREW looks over his ship. On a ledge above the landing platform, GRIEVOUS's BODYGUARDS watch as OBI-WAN talks to TION MEDON.
2177
2178TlON MEDON: Greetings, young Jedi. What brings you to our remote sanctuary?
2179
2180OBI-WAN: Unfortunately, the war.
2181
2182TlON MEDON: There is no war here unless you've brought it with you.
2183
2184OBI-WAN: With your kind permission, I should like some fuel and to use your city as a base as I search nearby systems for General Grievous.
2185
2186A GROUND CREW rushes out and refuels Obi-Wan’s Fighter. TION MEDON leans close to OBI-WAN and speaks quietly.
2187
2188TlON MEDON: He is here! We are being held hostage. They are watching us.
2189
2190OBI-WAN: I understand.
2191
2192TlON MEDON: The tenth level . . . thousands of Battle Droids . . .
2193
2194OBI-WAN: Tell your people to take shelter. If you have warriors, now is the time.
2195
2196OBI-WAN starts back toward his Starfighter as TION MEDON leaves the Landing Platform. GRIEVOUS's BODYGUARDS retreat from the overhead platform. OBI-WAN climbs back into his BLUE JEDI FIGHTER. His Astro Unit (R4-G9) turns to him:
2197
2198OBI-WAN: (continuing) Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.
2199
2200The little Astro Droid BEEPS a reply.
2201
2202106 EXT. UTAPAU-OBSERVATION DECK-DAY
2203
2204On a high balcony, TION MEDON looks down on the landing platform. A few steps behind him stands one of GENERAL GRIEVOUS's BODYGUARDS. They watch the canopy lower.
2205
2206TlON MEDON: I told you, all he wanted was fuel.
2207
2208BODYGUARD: What was his name?
2209
2210TlON MEDON: He didn't say.
2211
2212They watch as the BLUE JEDI FIGHTER takes off.
2213
2214107 INT. UTAPAU-LANDING PLATFORM-HALLWAY-DAY
2215
2216OBI-WAN also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city.
2217
2218108 EXT. UTAPAU STAIRWAY-SINKHOLE RIM-DAY
2219
2220OBI-WAN quickly rushes up a stairway cut into the side of the sinkhole. It's hard to see him. In an alcove, he carefully surveys the city, then quickly moves on.
2221
2222109 INT. UTAPAU-CITY-DRAGON CORRAL-DAY
2223
2224OBI-WAN makes his way through the city, looking up at the tenth level with electro-binoculars from his utility belt. He tries to figure out how he is going to get up there. He hears strange bellowing cries and he investigates.
2225He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around.
2226OBI-WAN walks up to the WRANGLERS and uses the Force with his slight hand movements.
2227
2228OBI-WAN: I need transportation.
2229
2230WRANGLER: (subtitled, in native tongue) You need transportation.
2231
2232OBI-WAN: Get it for me.
2233
2234WRANGLER: (subtitled, in native tongue) I will get it for you.
2235
2236One of the WRANGLERS turns to the others and chatters away in his strange tongue. OBI-WAN walks along the line of DRAGON/LIZARDS, checking out each one. He looks at their teeth, legs, etc. Finally he pats one on the neck.
2237
2238OBI-WAN: This one.
2239
2240The WRANGLER brings the chosen one over to him.
2241
2242WRANGLER: Boga. She answers to Boga.
2243
2244OBI-WAN: Good girl, Boga.
2245
2246OBI-WAN swings onto the back of the LIZARD. The beast rears up and scurries outside to the edge of the sinkhole.
2247
2248110 EXT. UTAPAU-SINKHOLE WALL-LIZARD-DAY
2249
2250The LIZARD BOGA rears up on her hind legs again, then climbs the wall of the sheer cliff and starts moving up toward the tenth level. The city appears to be deserted. OBI-WAN is alert to any movement.
2251
2252111 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY
2253
2254GENERAL GRIEVOUS stands before the COUNCIL OF SEPARATISTS, including NUTE GUNRAY, RUNE HAAKO. POGGLE THE LESSER, SHU MAI, SAN HILL PO NUDO, WAT TAMBOR, and PASSEL ARGENTE. OBI-WAN hides above the assembly and watches intently.
2255
2256GENERAL GRIEVOUS: It won't be long before the armies of the Republic track us here. I am sending you to the Mustafar system in the Outer Rim. It is a volcanic planet which generates a great deal of scanning interference. You will be safe there.
2257
2258NUTE GUNRAY: Safe? Chancellor Palpatine managed to escape your grip, General, without Count Dooku. I have doubts about your ability to keep us safe.
2259
2260GENERAL GRIEVOUS: Be thankful, Viceroy, you have not found yourself in my grip . . . Your ship is waiting.
2261
2262OBI-WAN is deep in thought.
2263
2264112 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY
2265
2266The JEDI removes his cloak and jumps down behind the GENERAL.
2267
2268OBI-WAN: Hello, there!
2269
2270GENERAL GRIEVOUS: General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize you're doomed, (to droids) Kill him!
2271
2272About a HUNDRED BATTLE DROIDS surround OBI-WAN, GENERAL GRIEVOUS, and his BODYGUARDS. OBI-WAN looks around, then walks right up to GENERAL GRIEVOUS.
2273They stare at each other for a moment.
2274
2275GENERAL GRIEVOUS: Enough of this.
2276
2277The BODYGUARDS raise their power staffs to knock OBI-WAN away, but OBI-WAN ducks as the deadly staffs whistle over his head. The Jedi's lightsaber ignites, and OBI-WAN deftly cuts one BODYGUARD in two. His staff flies into the air and is caught by GENERAL GRIEVOUS. The other THREE BODYGUARDS attack OBI-WAN with an intense fury.
2278OBI-WAN uses the Force to release apiece of equipment from the ceiling. It drops on the BODYGUARDS, smashing them. OBI-WAN walks toward GRIEVOUS, slashing the last BODYGUARD to pieces. BATTLE DROIDS move toward OBI-WAN.
2279
2280GENERAL GRIEVOUS: Back away. I will deal with this Jedi slime myself.
2281
2282OBI-WAN: Your move.
2283
2284GENERAL GRIEVOUS: You fool. I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi.
2285
2286His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship.
2287
2288OBI-WAN: You forget I trained the Jedi that defeated Count Dooku!
2289
2290OBI-WAN is hard-pressed to defend himself against the deadly onslaught. They fight across the control room as the BATTLE DROID SHARPSHOOTERS try to pick off the Jedi. OBI-WAN mounts a ferocious counterattack and cuts off one of GRIEVOUS's hands. A loud EXPLOSION is heard echoing throughout the sinkhole. GENERAL GRIEVOUS and OBI-WAN glance to the entrance of the control center and see CLONE TROOPS in the distance, attacking DROIDS in the sinkhole. On the far wall of the sinkhole, CLONES can be seen rappelling onto balconies.
2291
2292OBI-WAN: I may not defeat your droids, but my troops certainly will.
2293
2294GENERAL GRIEVOUS: Army or not, you must realize you are doomed.
2295
2296OBI-WAN: I don't think so.
2297
2298TWENTY CLONES suddenly rappel into the entrance of the control center, ray guns blazing. Chaos. Laser bolts fly everywhere as the DROIDS return fire. OBI-WAN attacks GENERAL GRIEVOUS, who defends himself rigorously with one of his bodyguard's electro-staffs. OBI-WAN uses the Force to hurl GENERAL GRIEVOUS backwards. He falls onto a lower platform and OBI-WAN jumps down after him.
2299
2300113 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY
2301
2302More CLONES rappel into the control center and blast away at the remaining DROIDS.
2303The JEDI cuts down several DROIDS as he races to the entrance of the control center. OBI-WAN spots GENERAL GRIEVOUS racing toward one of the landing platforms in the midst of the battle. GENERAL GRIEVOUS jumps onto a WHEEL SCOOTER and takes off down the wall of the sinkhole. OBI-WAN whistles for his LIZARD BOGA, who runs to him. OBI-WAN jumps on.
2304
2305114 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY
2306
2307The chase begins. Obi-Wan drops his lightsaber while riding Boga.
2308
2309115 EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET
2310
2311The sun is setting as the lights come on in the massive Senate Office Building. The sky is red.
2312
2313116 INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET
2314
2315PALPATINE listens to a delegation from the Senate, which includes PADME and five other Senators: NEE ALAVAR, FANG ZAR, MALEDEE, SWEITT CONCORKILL, and MON CALAMARI. ANAKIN stands to one side of PALPATINE.
2316
2317PALPATINE: I understand your reservations completely, Senator, and I assure you the appointment of Governors will in no way compete with the duties of the Senate.
2318
2319PADME: May I take it then, that there will be no further amendments to the Constitution?
2320
2321PALPATINE: I want this terrible conflict to end as much as you do, My Lady, and when it does I guarantee an immediate return to democracy . . .
2322
2323PADME: You are pursuing a diplomatic solution to the war, then.
2324
2325PALPATINE: You must trust me to do the right things, Senator. That is why I am here.
2326
2327FANGZAR: But surely . . .
2328
2329The Chancellor turns on FANG ZAR.
2330
2331PALPATINE: I have said I will do what is right, that should be enough for your . . . committee.
2332
2333PADME: On behalf of the "delegation of two thousand," I thank you, Chancellor.
2334
2335PALPATINE: I thank you for bringing this to my attention, Senator.
2336
2337PADME gives ANAKIN a frustrated look, then turns and exits with the other FIVE SENATORS. PALPATINE turns to ANAKIN.
2338
2339PALPATINE: (continuing) Their sincerity is to be admired, although I sense there is more to their request than they are telling us.
2340
2341ANAKIN: What do you mean?
2342
2343PALPATINE: They are not to be trusted.
2344
2345ANAKIN: Surely Senator Amidala can be trusted . . .
2346
2347PALPATINE: These are unstable times for the Republic, Anakin. Some see instability as an opportunity. Senator Amidala is hiding something. I can see it in her eyes.
2348
2349ANAKIN: I'm sure you're mistaken.
2350
2351PALPATINE: I'm surprised your Jedi insights are not more sensitive to such things.
2352
2353ANAKIN: I simply don't sense betrayal in Senator Amidala.
2354
2355PALPATINE studies ANAKIN carefully and gives him a skeptical look.
2356
2357PALPATINE: Yes, you do, but you don't seem to want to admit it. There is much conflict in you, Anakin.
2358
2359117 INT. CORUSCANT-JEDI WAR ROOM-EARLY EVENING
2360
2361KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE COMMANDER CODY, and AAYLA SECURA talk via holograms.
2362
2363CLONE COMMANDER CODY: Master Windu, may I interrupt? General Kenobi has made contact with General Grievous, and we
2364have begun our attack.
2365
2366MACE WlNDU: Thank you, Commander. Anakin, deliver this report to the Chancellor. His reaction will give us a clue to his
2367intentions.
2368
2369ANAKIN: Yes, Master.
2370
2371ANAKIN leaves the room. COMMANDER CODY's hologram disappears.
2372
2373MACE WINDU: I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor.
2374
2375Kl-ADI-MUNDI: If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from
2376office.
2377
2378MACE WiNDU: That could be a dangerous move ... the Jedi Council would have to take control of the Senate in order to secure a peaceful transition . . .
2379
2380Kl-ADI-MUNDI: . . . and replace the Congress with Senators who are not filled with greed and corruption.
2381
2382YODA: To a dark place this line of thought will carry us. Hmmmmm. . . . great care we must take.
2383
2384118 INT. CORUSCANT-CHANCELLOR'S OFFICE-EARLY EVENING
2385
2386ANAKIN brings news to PALPATINE.
2387
2388ANAKIN: Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.
2389
2390PALPATINE: We can only hope that Master Kenobi is up to the challenge.
2391
2392ANAKIN: I should be there with him.
2393
2394PALPATINE: It is upsetting to me to see that the Council doesn't seem to fully appreciate your talents. Don't you wonder why they won't make you a Jedi Master?
2395
2396ANAKIN: I wish I knew. More and more I get the feeling that I am being excluded from the Council. I know there are things about the Force that they are not telling me.
2397
2398PALPATINE: They don't trust you, Anakin. They see your future. They know your power will be too strong to control. Anakin, you must break through the fog of lies the Jedi have created around you. Let me help you to know the subtleties of the Force.
2399
2400They walk into the hallway.
2401
2402ANAKIN: How do you know the ways of the Force?
2403
2404PALPATINE: My mentor taught me everything about the Force . . . even the nature of the dark side.
2405
2406They stop.
2407
2408ANAKIN: You know the dark side?!?
2409
2410PALPATINE: Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi. If you wish to become a complete and wise leader, you must embrace a larger view of the Force. Be careful of the Jedi, Anakin. (pausing) They fear you. In time they will destroy you. Let me train you.
2411
2412ANAKIN: I won't be a pawn in your political game. The Jedi are my family.
2413
2414PALPATINE: Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force, Anakin, and you will be able to save your wife from certain death.
2415
2416ANAKIN: What did you say?
2417
2418PALPATINE: Use my knowledge, I beg you . . .
2419
2420ANAKIN: You're a Sith Lord!
2421
2422ANAKIN ignites his lightsaber.
2423
2424PALPATINE: I know what has been troubling you . . . Listen to me. Don't continue to be a pawn of the Jedi Council! Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi . . . a life of significance, of conscience.
2425
2426ANAKIN: You're wrong!
2427
2428PALPATINE: Are you going to kill me?
2429
2430ANAKIN: I would certainly like to.
2431
2432PALPATINE: I know you would. I can feel your anger. It gives you focus, makes you stronger.
2433
2434ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense moment, then ANAKIN relaxes, and then turns off his lightsaber.
2435
2436ANAKIN: I am going to turn you over to the Jedi Council.
2437
2438PALPATINE: Of course you should. But you're not sure of their intentions, are you? What if I am right and they are plotting to take over the Republic?
2439
2440ANAKIN: I will quickly discover the truth of all this.
2441
2442PALPATINE: You have great wisdom, Anakin. Know the power of the dark side. The power to save Padme.
2443
2444ANAKIN stares at him for a moment.
2445PALPATINE turns and moves to his office.
2446
2447PALPATINE: (continuing) I am not going anywhere. You have time to decide my fate. Perhaps you'll reconsider and help me rule the galaxy for the good of all . . .
2448
2449PALPATINE sits behind his desk.
2450
2451119 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY
2452
2453OBI-WAN gives the LIZARD a swift kick with the heel of his boot, and they take off down the vertical side of the sheer cliff. As GENERAL GRIEVOUS reaches the landing platform where his shuttle is waiting. OBI-WAN drops onto the top of the starship with his LIZARD. GENERAL GRIEVOUS spins his scooter around and takes off up the vertical cliff face with OBI-WAN and his LIZARD in hot pursuit. The sinkhole is engulfed in a great battle between CLONES and DROIDS. The PEOPLE OF UTAPAU cower in whatever shelter they can find.
2454
2455120 EXT. UTAPAU-MAIN CITY PLAZA-DAY
2456
2457A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the DROID ARMY.
2458
2459OBI-WAN and GENERAL GRIEVOUS race through the city at breakneck speed. Passing through battle zones, narrowly escaping EXPLOSIONS, laser bolts, and TROOPS from both sides.
2460
2461GENERAL GRIEVOUS lays the Scooter down as he goes around sharp turns. Obi-Wan's LIZARD breathes hard as she tries to keep up. They destroy droids, equipment, and clone troops as the JEDI and the GENERAL cut a swath of destruction through the city.
2462
2463121 EXT. UTAPAU-WINDMILLS-DAY
2464
2465GENERAL GRIEVOUS works his way out onto the rim of the sinkhole, passing some wind blades. The evil Droid General releases the brakes on the lethal blades, and they begin to spin, cutting off Obi-Wan's access to the General. Obi-Wan's LIZARD pulls up short in front of the blades. GENERAL GRIEVOUS laughs and talks into a comlink.
2466
2467GENERAL GRIEVOUS: Prepare to move out of orbit. I will be up in a few moments.
2468
2469OBI-WAN sizes up the situation, looking for a way to get to GENERAL GRIEVOUS.
2470
2471The GENERAL accelerates off the edge, activating his claws, drops, and clings to another nearby grouping of windmills. Obi-Wan's LIZARD attempts to jump to follow and barely makes it, almost falling into the precipice below.
2472
2473122 INT. UTAPAU-CITY TUNNEL SYSTEM-DAY
2474
2475GENERAL GRIEVOUS roars through the stone block tunnel system, riding up on the curved walls as he goes around corners or passes oncoming traffic. OBI-WAN races after the Droid, his LIZARD moving onto the ceiling as they pass traffic. OBI-WAN catches up with GENERAL GRIEVOUS, and they charge through the tunnel, side by side. OBI-WAN grabs the Droid's electronic staff.
2476
2477123 EXT. UTAPAU-SECRET LANDING PLATFORM-DAY
2478
2479Extending from the wall of a small sinkhole is a secret landing platform with a small Federation Fighter sitting in the middle of it. OBI-WAN and GENERAL GRIEVOUS race out of the tunnel system and onto the landing platform.
2480
2481OBI-WAN yanks on the staff, then jumps off his LIZARD onto the General's scooter, knocking both warriors to the ground. GENERAL GRIEVOUS pulls out a laser pistol and fires at OBI-WAN. The Jedi reaches out his hand, grabs the General's electro-staff and spins the staff, blocking the laser bolts.
2482
2483OBI-WAN charges GENERAL GRIEVOUS, swinging the staff and hitting the Droid in the stomach, knocking the gun away. GENERAL GRIEVOUS is hit by the staff, and the Force bends his forearm. He pulls OBI-WAN close to him, and they engage in a furious fight. The electro-staff is knocked away. The two engage in hand-to-hand combat. OBI-WAN struggles to avoid the deadly blows of the brutal, unstoppable Droid.
2484
2485GENERAL GRIEVOUS's stomachplate is loose. OBI-WAN grabs it and rips it off, revealing the alien life form's guts encased in a bag in the Droid's chest. GENERAL GRIEVOUS grabs OBI-WAN, hoists him over his head, and tosses him across the platform. OBI-WAN dangles off the edge of the platform. He clutches the rim, trying to hold on. The DROID then grabs the staff and charges OBI-WAN. At the last second, OBI-WAN reaches out his hand and uses the Force to retrieve the Droid's laser pistol.
2486
2487The JEDI fires several blasts in the stomach area of the alien Droid, and he EXPLODES from the inside out. The smoldering Droid falls to the ground. OBI-WAN has killed GENERAL GRIEVOUS. He pulls himself up onto the platform and walks by the destroyed carcass.
2488
2489OBI-WAN: So uncivilized . . .
2490
2491OBI-WAN brushes himself off. He throws the pistol onto the platform, picks up the electro-staff, and jumps on BOGA. The trusty beast rears up and takes off into the tunnel system.
2492
2493124 INT. JEDI GUNSHIP-LANDING PLATFORM-EARLY EVENING
2494
2495MACE and the JEDI (AGEN KOLAR, KIT FISTO, AND SAESEE TIIN) are preparing to board a JEDI GUNSHIP to the CHANCELLOR's office. ANAKIN enters the hangar.
2496
2497ANAKIN: Master Windu, I must talk to you.
2498
2499MACE WiNDU: What is it, Skywalker? We are in a hurry. We have just received word that Obi-Wan has destroyed General Grievous. We are on our way to make sure the Chancellor returns emergency powers back to the Senate.
2500
2501ANAKIN: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord.
2502
2503MACE WINDU: A Sith Lord?
2504
2505ANAKIN: Yes. The one we have been looking for.
2506
2507MACE WiNDU: How do you know this?
2508
2509ANAKIN: He knows the ways of the Force. He has been trained to use the dark side.
2510
2511MACE WiNDU: Are you sure?
2512
2513ANAKIN: Absolutely.
2514
2515MACE WiNDU: Then our worst fears have been realized. We must move quickly if the Jedi Order is to survive.
2516
2517ANAKIN: Master, the Chancellor is very powerful. You will need my help if you are going to arrest him.
2518
2519MACE WiNDU: For your own good, stay out of this affair. I sense a great deal of confusion in you, young Skywalker. There is much fear that clouds your judgment.
2520
2521ANAKIN: I must go, Master.
2522
2523MACE WiNDU: No. If what you told me is true, you will have gained my trust, but for now remain here.
2524
2525ANAKIN: Yes, Master.
2526
2527MACE WiNDU: Wait for us in the Council Chamber until we return.
2528
2529ANAKIN: Yes, Master.
2530
2531ANAKIN watches as the JEDI leave in their ship.
2532
2533125 INT. CORUSCANT-JEDI COUNCIL/PADME'S APARTMENT-EARLY EVENING
2534
2535(INTERCUT)
2536
2537PADME is alone in her apartment, thinking of Anakin. ANAKIN sits alone in the Jedi Council Chamber thinking of PADME.
2538
2539PALPATINE: (V.O.) You do know, don't you, if the Jedi destroy me, any chance of saving her will be lost.
2540
2541PADME: I truly, deeply love you. Before I die. I want you to know.
2542
2543C-3PO: My Lady, are you. . . . Are you all right?
2544
2545ANAKIN: I can't do this ... I can't let her die.
2546
2547ANAKIN rushes out of the Council Chamber and to his speeder. The hangar door opens and he lifts off.
2548
2549126 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-EARLY EVENING
2550
2551The sky is still blue as a JEDI GUNSHIP lands on the Senate Office Building landing platform.
2552FOUR JEDI exit the SHUTTLE and enter the Senate Office Building. MACE WINDU, AGEN KOLAR, KIT FISTO, and SAESEE TIIN, like gunfighters out of the Old West, walk through the massive hallway, four across.
2553
2554127 INT. CORUSCANT-LOBBY TO CHANCELLOR'S OFFICE-EARLY EVENING
2555
2556The FOUR JEDI enter the lobby, raising their arms, and send the Chancellor's aide, DAR WAC, flying against the wall, along with TWO REPUBLIC GUARDS. They storm into the Chancellor's office.
2557
2558128 INT. CORUSCANT-CHANCELLOR’S OFFICE-EARLY EVENING
2559
2560MACE arrives with THREE JEDI to arrest PALPATINE.
2561
2562PALPATINE: Master Windu. I take it General Grievous has been destroyed then. I must say, you're here sooner than expected.
2563
2564MACE WINDU: In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.
2565
2566MACE WINDU and the other JEDI ignite their lightsabers.
2567
2568PALPATINE: Are you threatening me, Master Jedi?
2569
2570MACE: The Senate will decide your fate.
2571
2572PALPATINE: (burst of anger) I am the Senate!
2573
2574MACE: Not yet!
2575
2576PALPATINE stands, a laser sword appears out of his cloak sleeve, and he spins toward the JEDI.
2577
2578PALPATINE: It's treason, then.
2579
2580A close shot of PALPATINE as the fight begins. Close shots of THREE JEDI getting cut down by PALPATINE. PALPATINE and MACE continue to fight.
2581
2582Jedi Master MACE WINDU and the Sith Lord fight their way down the hallway and into the main office area. PALPATINE is able to use the Force to slam MACE against the wall, but he recovers before the Chancellor can cut him down.
2583
2584ANAKIN lands his speeder, jumps out, and runs down a long corridor toward the Chancellor's office.
2585
2586In the heat of battle, MACE cuts the window behind the Chancellor's desk, and it crashes away. MACE is forced out onto the ledge, which is twenty stories up. They fight over the precipice. ANAKIN arrives to see PALPATINE and MACE fighting.
2587
2588They stop as MACE forces PALPATINE to drop his sword. PALPATINE and MACE start yelling at each other.
2589
2590MACE WINDU: You are under arrest, My Lord.
2591
2592PALPATINE: Anakin! I told you it would come to this. I was right. The Jedi are taking over.
2593
2594MACE WlNDU: You old fool. The oppression of the Sith will never return. Your plot to regain control of the Republic is over . . . you have lost . . .
2595
2596PALPATINE: No! No! You will die!
2597
2598PALPATINE raises his hands, and lightning bolts shoot out. They are blocked by MACE's lightsaber. PALPATINE is pushed back against the window sill.
2599
2600PALPATINE: He is a traitor, Anakin.
2601
2602MACE WlNDU: He's the traitor. Stop him!
2603
2604PALPATINE: Come to your senses, boy. The Jedi are in revolt. They will betray you, just as they betrayed me.
2605
2606MACE WlNDU: Aarrrrggghhhhh . . .
2607
2608PALPATINE: You are not one of them, Anakin. Don't let him kill me.
2609
2610MACE WlNDU: Aarrrrggghhhhh . . .
2611
2612PALPATINE: I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him.
2613
2614MACE WlNDU: Don't listen to him, Anakin.
2615
2616PALPATINE: Help me! Don't let him kill me. I can't hold on any longer. Ahhhhhhh . . . ahhhhhhh . . . ahhhhhhh . . .
2617
2618MACE pushes PALPATINE out to the edge of the ledge. As the Jedi moves closer, the bolts from Palpatine's hands begin to arch back on him. The Chancellor's face begins to twist and distort. His eyes become yellow as he struggles to intensify his powers.
2619
2620PALPATINE: I can't ... I give up. Help me. I am weak ... I am too weak. Don't kill me. I give up. I'm dying. I can't hold on any longer.
2621
2622MACE WlNDU: You Sith disease. I am going to end this once and for all.
2623
2624ANAKIN: You can't kill him, Master. He must stand trial.
2625
2626MACE WlNDU: He has too much control of the Senate and the Courts. He is too dangerous to be kept alive.
2627
2628PALPATINE: I'm too weak. Don't kill me. Please.
2629
2630ANAKIN: It is not the Jedi way . . .
2631
2632MACE raises his sword to kill the CHANCELLOR.
2633
2634ANAKIN: (continuing) He must live . . .
2635
2636PALPATINE: Please don't, please don't . . .
2637
2638ANAKIN: I need him . . .
2639
2640PALPATINE: Please don't . . .
2641
2642ANAKIN: NO!!!
2643
2644Just as MACE is about to slash PALPATINE, ANAKIN steps in and cuts off the Jedi's hand holding the lightsaber.
2645
2646As MACE stares at ANAKIN in shock, PALPATINE springs to life.
2647The full force of Palpatine's powerful Bolts blasts MACE. He attempts to deflect them with his one good hand, but the force is too great. As blue rays engulf his body, he is flung out the window and falls twenty stories to his death. No more screams. No more moans. PALPATINE lowers his arm.
2648
2649PALPATINE: Power! Unlimited power!
2650
2651His face has changed into a horrible mask of evil. ANAKIN looks on in horror. PALPATINE cackles.
2652
2653ANAKIN: What have I done?
2654
2655ANAKIN sits.
2656
2657PALPATINE: You are fulfilling your destin, Anakin. Become my apprentice. Learn to use the dark side of the Force.
2658
2659ANAKIN: I will do whatever you ask.
2660
2661PALPATINE: Good.
2662
2663ANAKIN: Just help me save Padme's life. I can't live without her. I won't let her die. I want the power to stop death.
2664
2665PALPATINE: To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret.
2666
2667ANAKIN kneels before PALPATINE.
2668
2669ANAKIN: I pledge myself to your teachings. To the ways of the Sith.
2670
2671PALPATINE: Good. Good. The Force is strong with you. A powerful Sith you will become. Henceforth, you shall be known as Darth . . . Vader.
2672
2673ANAKIN: Thank you. my Master.
2674
2675PALPATINE: Rise, Darth Vader.
2676
2677Palpatine moves over to his desk.
2678
2679129 EXT. KASHYYYK-MEETING HALL-DAY
2680
2681YODA winces, closes his eyes, and holds his head. He feels a disturbance in the Force.
2682
2683130 INT. CORUSCANT-CHANCELLOR'S OFFICE-EVENING
2684
2685PALPATINE is putting on his dark cloak: he is now fully DARTH SIDIOUS.
2686
2687PALPATINE: Because the Council did not trust you, my young apprentice, I believe you are the only Jedi with no knowledge of this plot. When the Jedi learn what has transpired here, they will kill us, along with all the Senators.
2688
2689ANAKIN: I agree. The Jedi's next move will be against the Senate.
2690
2691PALPATINE: Every single Jedi, including your friend Obi-Wan Kenobi, is now an enemy of the Republic. You understand that, don't you?
2692
2693ANAKIN: I understand, Master.
2694
2695PALPATINE: We must move quickly. The Jedi are relentless; if they are not all destroyed, it will be civil war without end. First, I want you to go to the Jedi Temple. We will catch them off balance. Do what must be done, Lord Vader. Do not hesitate. Show no mercy. Only then will you be strong enough with the dark side to save Padme.
2696
2697ANAKIN: What about the other Jedi spread across the galaxy?
2698
2699PALPATINE: Their betrayal will be dealt with. After you have killed all the Jedi in the Temple, go to the Mustafar system. Wipe out Viceroy Gunray and the other Separatist leaders. Once more, the Sith will rule the galaxy, and we shall have peace.
2700
2701131 INT. CORUSCANT-JEDI TEMPLE ENTRY-NIGHT
2702
2703ANAKIN goes to the Jedi Temple with a battalion of Clone Troopers.
2704
2705132 EXT. UTAPAU-TENTH LEVEL-LANDIXG PLATFORM-DAY
2706
2707The battle between the CLONES and the DROIDS rages throughout the sinkhole. OBI-WAN rides up to CLONE COMMANDER CODY.
2708
2709OBI-WAN: Commander, contact your troops. Tell them to move to the higher levels.
2710
2711CLONE COMMANDER CODY: Very good, sir.
2712
2713CLONE COMMANDER CODY starts to move away, then remembers something and returns to OBI-WAN.
2714
2715CLONE COMMANDER CODY: (continuing) Oh, by the way, I think you'll be needing this.
2716
2717He hands OBI-WAN his lightsaber, and the LIZARD rears up.
2718
2719OBI-WAN: Thank you, Cody, (smiling) Now let's get a move on. We've got a battle to win here.
2720
2721CLONE COMMANDER CODY: Yes, sir!
2722
2723OBI-WAN and the LIZARD ride off down the wall of the giant sinkhole.
2724The battle rages throughout the city. CLONE COMMANDER CODY (2224,) takes out his comlink and listens to the HOLOGRAM OF DARTH SIDIOUS as, far below, OBI-WAN can been seen battling DROIDS on a landing platform.
2725
2726DARTH SlDIOUS: Commander Cody, the time has come. Execute Order Sixty-Six.
2727
2728CLONE COMMANDER CODY: It will be done, My Lord.
2729
2730The HOLOGRAM disappears, and CLONE COMMANDER CODY gestures to a nearby Clone Trooper.
2731
2732CLONE COMMANDER CODY: Blast him!
2733
2734The battle rages all around OBI-WAN. DROIDS and CLONES are everywhere. OBI-WAN is riding on a LIZARD, cutting down DROIDS as he races across the battlefield. Suddenly a volley of laser blasts from behind him knocks him and his LIZARD off the wall of the sinkhole. He looks around just in time to see his CLONE TROOPS are firing on him.
2735OBI-WAN falls hundreds of feet to the bottom of the water-filled sinkhole.
2736
2737133 EXT. MYGEETO-DAWN
2738
2739The sky slowly awakens on the crystal world of Mygeeto. A battle rages. Clone troops battle the droid armies across a long bridge. KI-ADI-MUNDi uses his light saber to deflect enemy fire. CLONE COMMANDER BACARA (1138) exits a Gunship near the entrance to the city. He rallies his TROOPS to attack the city, then gets a message on his comlink. He stops and moves to one side as a HOLOGRAM OF DARTH SIDIOUS appears on the comlink in the palm of his hand. He moves further into the shadows.
2740
2741DARTH SlDIOUS: Commander 1138 . . .
2742
2743CLONE COMMANDER BACARA: Yes, sir.
2744
2745DARTH SlDIOUS: The time has come. Execute Order Sixty-Six.
2746
2747CLONE COMMANDER BACARA: It will be done, My Lord.
2748
2749DARTH SIDIOUS fades, and the CLONE COMMANDER snaps the comlink closed and looks to the main plaza of the city, where KI-ADI-MUNDI is leading the charge. The clones stop. KI-ADI-MUNDI turns around and is blasted by clone fire. He's killed before he can defend himself.
2750
2751134 EXT. FELUCIA-FOREST-DAY
2752
2753A column of CLONE WALKERS marches across the forest floor. The STRANGE CALLS of the alien forest creatures of FELUCIA suddenly stop. The Jedi AAYLA SECURA and her CLONE TROOPS brace for an ambush.
2754
2755AAYLA: Steady. . . . steady . . .
2756
2757They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi.
2758
2759AAYLA: (continuing) Bly, do you think they're Droids?
2760
2761BLY: No.
2762
2763BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground.
2764
2765Another Jedi, BARRISS OFFEE, is cutting down a patrol of DROIDS when a CLONE WALKING TANK and SEVEN CLONE TROOPERS round a corner and blast the Jedi away.
2766
2767135 EXT. KASHYYYK-MEETING HALL-DAY
2768
2769YODA drops his gimer stick, clutches his chest, and rests against a wall.
2770
2771136 EXT. KASHYYYK-EDGE OF VILIAGE-DAY
2772
2773The battle appears to be over. WOOKIEES stack destroyed Droids while CLONES assess the damage to their equipment. A Jedi, LUMINARA UNDULI, talks with EIGHT CLONE OFFICERS standing in a circle around her. Suddenly they reveal their hidden pistols and blast her before she can react.
2774
2775The Jedi QUINLAN VOS is riding on top of a CLONE TURBO TANK. The main cannon of a second tank slowly swings to point right at him and a COUPLE OF CLONES.
2776The cannon fires, and QUINLAN VOS and the CLONES disappear in a huge EXPLOSION.
2777
2778137 INT. CATO NEIMOIDIA-COCKPIT CLONE FIGHTER-DAY
2779
2780The CLONE PILOT watches a hologram of DARTH SIDIOUS.
2781
2782DARTH SIDIOUS: Execute Order Sixty-Six.
2783
2784CLONE PILOT: It will be done, My Lord.
2785
2786138 INT. CATO NEIMOIDIA-JEDI STARFIGHTER-DAY
2787
2788PLO KOON heads his ship toward a battle on a landing platform.
2789
2790PLO KOON: There they are. Land on the nearest platform.
2791
2792139 EXT. CATO XEIMOIDIA-JEDI STARFIGHTER-DAY
2793
2794The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky.
2795
2796140 EXT. SALEUCAMI-FOREST
2797
2798Three Speeder Bikes race through the forest. A Jedi, STASS ALLIE is in the lead. The TWO CLONES following her drop back and blast her, causing her to crash in a huge EXPLOSION.
2799
2800141 INT. CORUSCANT-CHANCELLOR'S OFFICE-NIGHT
2801
2802DARTH SIDIOUS stands alone in his private office, illuminated only from a hologram projector beam from above. A small HOLOGRAM OF COMMANDER GREE stands in front of him.
2803
2804CLONE COMMANDER GREE: Yes, My Lord.
2805
2806DABTH SIDIOUS: The time has come. Execute Order Sixty-Six.
2807
2808142 EXT. KASHYYYK-MEETING HALL BALCONY-DAY
2809
2810A vista of waterways, high green mesas, and giant tree cities serves as a backdrop for the fierce battle, CLONES AND WOOKIEES against TRADE FEDERATION DROID ARMIES, with treaded tank-like vehicles. CLONE COMMANDER GREE holds his comlink.
2811
2812CLONE COMMANDER GREE: It will be done, My Lord.
2813
2814CLONE COMMANDER GREE snaps his comlink shut.
2815
2816YODA watches from the balcony. The battle rages as CLONES and WOOKIEES attack DROIDS coming across the water on CORPORATE ALLIANCE TANK DROIDS. CHEWBACCA and TARFFUL stand on either side of the Jedi Master as he watches the battle below. CLONE COMMANDER GREE and ONE OFFICER walk onto the balcony toward YODA. YODA stands looking over the battlefield below. When they are close enough, the CLONES reveal their weapons and fire.
2817
2818But faster than the CLONES can reveal their weapons, YODA ignites his lightsaber, leaps in the air, and beheads both CLONES. CHEWBACCA and TARFFUL fire their weapons as more CLONES enter the hall. The Wookiees call out to YODA to follow them. CHEWBACCA picks YODA up and carries him away.
2819
2820143 EXT. CORUSCANT-JEDI TEMPLE-NIGHT
2821
2822A JEDI is surrounded and gunned down by CLONE TROOPERS.
2823
2824144 INT. CORUSCANT-JEDI TEMPLE-NIGHT
2825
2826ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI.
2827He exits Shaak Ti's room and enters a hallway, where the battle is taking place.
2828
2829145 INT. CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT
2830
2831ANAKIN enters a room full of YOUNGLINGS huddled in a corner.
2832
2833YOUNGLINGS: Master Skywalker, there are too many of them. What are we going to do?
2834
2835ANAKIN looks back at them with a stern expression on his face and ignites his lightsaber.
2836
2837146 INT. CORUSCANT-PADME'S APARTMENT-PRE-DAWN
2838
2839C-3PO and PADME look out the apartment window.
2840
2841C-3PO: The Chancellor's office indicated Master Anakin returned to the Jedi Temple. Don't worry, My Lady. I am sure he will be all right.
2842
2843PADME bursts into tears.
2844
2845147 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN
2846
2847The city planet is covered in a hazy glow. A column of black smoke can be seen rising in the distance. BAIL ORGANA's Speeder flies overhead, straight toward the smoke.
2848
2849148 EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-PRE-DAWN
2850
2851The Jedi Temple is on fire. Large plumes of smoke billow toward the sky as BAIL ORGANA lands his Speeder on a Jedi Temple platform. FOUR CLONE TROOPERS stand guard at the entrance to the Temple. They lower their guns as BAIL gets out of his Speeder and walks toward them.
2852
2853BAIL ORGANA: What's going on here?!?
2854
2855CLONE SERGEANT: There's been a rebellion. Don't worry, sir, the situation is under control.
2856
2857The CLONES bar the Senator from entering the Temple.
2858
2859CLONE SERGEANT: (continuing) I'm sorry, sir. No one is allowed entry.
2860
2861The CLONES point their guns at BAIL and cock them.
2862
2863CLONE SERGEANT: (continuing) It's time for you to leave, sir.
2864
2865BAIL ORGANA: And so it is.
2866
2867BAIL reluctantly heads hack toward his Speeder. Suddenly, several SHOTS RING OUT. BAIL turns and sees a ten-year-old Jedi, ZETT JUKASSA, fighting the CLONES. Several more CLONES join in the fight, followed by CLONE COMMANDER APPO (1119), who points at BAIL.
2868
2869CLONE COMMANDER APPO: Get him! Shoot him!
2870
2871SEVERAL CLONES start firing at BAIL. The Senator jumps for cover behind his Speeder, starting the engines and pulling out his laser
2872pistol.
2873
2874The YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot.
2875
2876The Speeder takes off with BAIL clinging to the side. The CLONES fire at it as it disappears into the cityscape.
2877
2878149 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN
2879
2880BAIL ORGANA struggles to pull himself into the Speeder as it races along through the cityscape. Finally, he climbs in, just as the Speeder is about to hit a building. BAIL steers clear of the building and races away.
2881
2882150 EXT. UTAPAU-UNDERWATER SINKHOLE-DAY
2883
2884The Jedi dives below the surface amid a barrage of laser fire. He dives deeper under the water, fumbling in his utility belt for a breathing device. He finds it and puts it in his mouth. He swims underwater until the CLONE TROOPS give up and stop filing.
2885
2886151 EXT. UTAPAU-UNDERWATER CAVES-DAY
2887
2888OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall.
2889
2890OBI-WAN climbs the wall to the second cave just as TWO LITTLE SEEKER DRONES pop out of the water with their searchlights glowing. OBI-WAN presses himself against the wall of the smaller cave as the TWO SEEKER DRONES search the grotto. One of the SEEKERS begins to enter the cave in which OBI-WAN is hiding. OBI-WAN presses further into the wall. The light shines on the opposite wall and moves to the back of the cave, illuminating a huge NOS MONSTER. OBI-WAN holds his breath. The SEEKER is confused for a moment, then the NOS MONSTER lunges at the SMALL DROID and consumes it in one bite.
2891
2892The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water.
2893
2894The SECOND SEEKER shines its light on the NOS MONSTER as the evil creature tries to grab the LITTLE DRONE. OBI-WAN slinks off toward the back of the cave. He comes upon a nest of BABY NOS MONSTERS. They SCREECH and make horrible sounds. OBI-WAN jumps over them and continues on his way through the tunnel system.
2895
2896152 EXT. KASHYYYK-LAKE ON VILLAGE EDGE-DUSK
2897
2898CLONES in modified one-man AT-ST's and Swamp Speeders flash their searchlights across the gloomy lake. The light of one of the AT-ST's spots something floating in the water. It is what's left of a Wookiee catamaran. The body of a dead Wookiee (TARFFUL) is lying across the stern of the wreckage of the flying boat. There is some movement on the boat. The CLONE SERGEANT on the AT-ST fires a warning shot past the boat.
2899
2900AT-ST CLONE SERGEANT: Everyone out of there!
2901
2902A CRAZY LITTLE CREATURE about two feet high pops its head over the rail. The creature is covered with mud. His long hair is frizzed out in all directions.
2903
2904CREATURE: Wookiee good . . . eat Wookiee. (crazy little laugh)
2905
2906CLONE SERGEANT: Did you find something?
2907
2908CREATURE: It's nothing, nothing. (laughs)
2909
2910CLONE SERGEANT: It's nothing, nothing. All these Wookiees are dead. Move to the east.
2911
2912CLONE TROOPER: Yes, sir.
2913
2914Suddenly, CHEWBACCA climbs up behind the AT-ST CLONE, dripping wet, and throws the CLONE SERGEANT into the water. CHEWIE BARKS.
2915
2916CREATURE: Right you are, Chewbacca. Faster that will be.
2917
2918TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda.
2919
2920YODA: Stink, this mud does. A moment to bathe, give me.
2921
2922YODA, covered with mud, jumps into the water. TARFFUL climbs onto the AT-ST with CHEWBACCA. YODA is out of the water and putting his robes back on.
2923
2924YODA: (continuing) Not far, are we, from the emergency ship. Quickly . . .
2925
2926YODA whistles and a large ALIEN FLYING INSECT called CAN-CELL appears. YODA jumps on the insect's back and they take off. The WOOKIEES follow on the AT-ST. The CLONES continue to search the swamp.
2927
2928153 EXT. KASHYYYK-HILLS OVERLOOKING LAKE-DUSK
2929
2930The AT-ST marches up the hill and stops. The WOOKIEES jump down. YODA lands on CAN-CELL nearby. CHEWBACCA goes to a tree and pulls down one of its branches.
2931The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod.
2932
2933YODA: Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have.
2934
2935The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky.
2936
2937154 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY
2938
2939BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS.
2940
2941ROYAL GUARD: Identification . . .
2942
2943BAIL ORGANA: Senator Bail Organa of Alderaan.
2944
2945BAIL and his AIDES hand them their ID cards. The ROYAL GUARDS check them over and give them back, then BAIL and his CREW walk on board his Starship.
2946
2947155 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY
2948
2949The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky.
2950
2951156 INT ALDERAAN-STARCRUISER-HALLWAY-DAY
2952
2953BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.
2954
2955BAIL ORGANA: Were you able to get hold of a Jedi homing beacon?
2956
2957CAPTAIN ANTILLES: Yes, sir. We've encountered no opposition. The clones are still a bit confused. It appears no one is in command.
2958
2959BAIL ORGANA: That will change soon. Hopefully we will be able to intercept a few Jedi before they walk into this catastrophe.
2960
2961157 EXT. UTAPAU-SINKHOLE WALL-LATE DAY
2962
2963OBI-WAN hides from a group of CLONE TROOPERS.
2964
2965CLONE CAPTAIN: Did you find Kenobi?
2966
2967CLONE TROOPER: No one could have survived that fall.
2968
2969He watches them pass.
2970
2971CLONE CAPTAIN: Start loading your men on the ship.
2972
2973CLONE TROOPER: Yes, sir.
2974
2975OBI-WAN tries to sneak back to the secret platform, down a flight of stairs.
2976
2977158 EXT. UTAPAU-SECRET LANDING PLATFORM-LATE DAY
2978
2979OBI-WAN makes his way out of the cave and onto General Grievous's secret landing platform. He runs to the Starfighter and climbs into the one-man ship. The Starfighter takes off and disappears into the sky.
2980
2981159 EXT. UTAPAU-SPACE
2982
2983OBI-WAN flies away from the planet Utapau in General Grievous's tiny Starfighter.
2984
2985160 INT. GENERAL GRIEVOUS'S STARFIGHTER-SPACE
2986
2987OBI-WAN activates the controls on the Starfighter. He punches in several coordinates and codes. A BEEPING SOUND is heard. It quickly speeds up until it is a steady tone. OBI-WAN speaks into his comlink.
2988
2989OBI-WAN: Emergency Code Nine Thirteen ... I have no contact on any frequency. Are there any Jedi out there? . . . anywhere . . .
2990
2991A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears.
2992
2993BAIL: (hologram) . . . Kenobi . . .
2994
2995OBI-WAN: (continuing) I've locked on. Repeat.
2996
2997The FUZZY HOLOGRAM image comes into focus, and it is BAIL ORGANA.
2998
2999BAIL ORGANA: Master Kenobi??
3000
3001OBI-WAN: Senator Organa! My Clone Troops turned on me ... I need help.
3002
3003BAIL ORGANA: We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates.
3004
3005161 INT. CORUSCANT-PADME’SAPARTMENT-PRE-DAWN
3006
3007PADME stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom.
3008
3009C-3PO: My Lady, there's a Jedi fighter docking on the veranda.
3010
3011PADME turns and rushes to the bedroom.
3012
3013162 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN
3014
3015THREEPIO walks out to ANAKIN's ship and talks with ARTOO. ARTOO beeps.
3016
3017THREEPIO: Hush! Not so loud!
3018
3019PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER. They embrace.
3020
3021PADME: Are you all right? I heard there was an attack on the Jedi Temple . . . you can see the smoke from here.
3022
3023ANAKIN: I'm fine. I'm fine. I came to see if you and the baby are safe.
3024
3025PADME: Captain Typho's here, we're safe. What's happening?
3026
3027C-3PO continues to talk to R2-D2 on the GREEN FIGHTER.
3028
3029C-3PO: What is going on?
3030
3031ARTOO SQUEAKS and BEEPS.
3032
3033C-3PO: (continuing) You can't be anymore confused than I am.
3034
3035ANAKIN: The situation is not good. The Jedi have tried to overthrow the Republic . . .
3036
3037PADME: I can't believe that!
3038
3039ANAKIN: I couldn't either at first, but it's true. I saw Master Windu attempt to assassinate the Chancellor myself.
3040
3041C-3PO leans over and whispers to ARTOO.
3042
3043C-3PO: Something important is going on! I heard a rumor they are going to banish all droids.
3044
3045ARTOO BEEPS rather loudly. C-3PO puts his fingers to his lips.
3046
3047C-3PO: (continuing) Shhhhhh . . . not so loud.
3048
3049ARTOO BEEPS quietly.
3050
3051C-3PO: (continuing) Whatever it is, we'll be the last to know.
3052
3053PADME: Anakin, what are you going to do?
3054
3055ANAKIN looks down for a moment and then walks away from Padme.
3056
3057ANAKIN: I will not betray the Republic . . . my loyalties lie with the Chancellor and with the Senate . . . and with you.
3058
3059ANAKIN turns and walks back to Padme.
3060
3061PADME: What about Obi-Wan?
3062
3063ANAKIN: I don't know . . . Many Jedi have been killed. We can only hope that he's remained loyal to the Chancellor.
3064
3065PADME: How could this have happened?
3066
3067ANAKIN: The Republic is unstable, Padme. The Jedi aren't the only ones trying to take advantage of the situation. There are also traitors in the Senate.
3068
3069PADME stands and reacts ever so slightly.
3070
3071PADME: What are you saying?
3072
3073ANAKIN: You need to distance yourself from your friends in the Senate. The Chancellor said they will be dealt with when this conflict is over.
3074
3075PADME: What if they start an inquisition? I've opposed this war. What will you do if I become a suspect?
3076
3077ANAKIN: That won't happen. I won't let it.
3078
3079PADME: Oh, Anakin, I'm afraid.
3080
3081ANAKIN takes PADME in his arms.
3082
3083ANAKIN: Have faith, my love. Everything will soon be set right. The Chancellor has given me a very important mission. The Separatists have gathered in the Mustafar system. I'm going there to end this war. Wait for me until I return . . . things will be different, I promise.
3084
3085They kiss.
3086
3087ANAKIN: (continuing) Please, wait for me.
3088
3089PADME: I will.
3090
3091ANAKIN gets into his Fighter as THREEPIO backs away.
3092
3093C-3PO: (to Artoo) Well, he is under a lot of stress, Artoo.
3094
3095ARTOO beeps.
3096
3097C-3PO: (continuing) Take care, my little friend.
3098
3099ARTOO BEEPS a good-bye, and the fighter takes off. PADME is left alone on the veranda. She starts to cry. THREEPIO comes up to her.
3100
3101C-3PO: (continuing) My Lady, is there anything I might do?
3102
3103PADME: No thank you, Threepio.
3104
3105G-3PO: A snack, perhaps?
3106
3107PADME: No.
3108
3109THREEPIO starts to move off.
3110
3111C-3PO: I feel so helpless.
3112
3113163 EXT. ALDERAAN-STARCRUISER-SPACE
3114
3115OBI-WAN's ship docks with Bail Organa's Starcruiser.
3116
3117164 INT. ALDERAAN-STARCRUISER-HALLWAY-DAY
3118
3119The door to the main hallway slides open. OBI-WAN enters and is greeted by YODA and BAIL ORGANA. The three walk down the hallway.
3120
3121BAIL ORGANA: You made it.
3122
3123YODA: Master Kenobi, dark times are these. Good to see you. it is.
3124
3125OBI-WAN: You were attacked by your Clones, also?
3126
3127YODA: With the help of the Wookiees, barely escape, I did.
3128
3129OBI-WAN: How many other Jedi managed to survive?
3130
3131YODA: Heard from no one, have we.
3132
3133BAIL ORGANA: I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda.
3134
3135OBI-WAN: Have we had any contact from the Temple?
3136
3137YODA: Received a coded retreat message, we have.
3138
3139BAIL ORGANA: It requests all Jedi to return to the Temple. It says that the war is over . . .
3140
3141OBI-WAN: Well, then we must go back! If there are other stragglers, they will fall into the trap and be killed.
3142
3143BAIL ORGANA: It's too dangerous to return.
3144
3145YODA: Suggest dismantling the coded signal, do you?
3146
3147OBI-WAN: Yes, Master. There is too much at stake here, and we need a clearer picture of what has happened.
3148
3149YODA: I agree. In a dark place we find ourselves ... a little more knowledge might light our way.
3150
3151165 EXT. MUSTAFAR-LAVA FIELDS-DAY
3152
3153Workers move across the lava beds, gathering the magma. A column of aliens riding giant MUSTAFAR FLEAS marches forward.
3154
3155166 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3156
3157A HOLOGRAM of DARTH SIDIOUS is in the center of the room. NUTE GUNRAY and the REST OF THE SEPARATIST COALITION watch SIDIOUS.
3158
3159NUTE GUNRAY: The plan has gone as you had promised, My Lord.
3160
3161DARTH SIDIOUS: You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you.
3162
3163The hologram disappears.
3164
3165167 INT. CRUISER-COCKPIT
3166
3167The Republic Cruiser heads toward Coruscant. OBI-WAN, BAIL, YODA, and TWO PILOTS sit in the cockpit.
3168
3169PILOT: We are receiving a message from the Chancellor's office, sir.
3170
3171BAIL ORGANA: Send it through.
3172
3173PILOT: Yes, sir.
3174
3175The PILOT pushes some buttons. MAS AMEDDA appears on screen.
3176
3177MAS AMEDDA: Senator Organa . . . the Supreme Chancellor of the Republic requests your presence at a special session of Congress.
3178
3179BAIL ORGANA: Tell the Chancellor I will be there.
3180
3181MAS AMEDDA: Very well. He will be expecting you.
3182
3183MAS AMEDDA's image disappears from the screen.
3184
3185BAIL ORGANA: It could be a trap.
3186
3187OBI-WAN: No, I don't think so. The Chancellor will not be able to control the thousands of star systems without keeping the Senate intact.
3188
3189YODA: If a special session of Congress there is, easier for us to enter the Jedi Temple it will be.
3190
3191168 EXT. CORUSCANT-SENATE LANDING PLATFORM-LATE DAY
3192
3193OBI-WAN, BAIL, and YODA land on Coruscant. The elevator door opens, and they step out.
3194
3195GUARD: Welcome back, Senator. May I see your clearance?
3196
3197BAIL ORGANA: Certainly.
3198
3199GUARD: Thank you, you may proceed. We will take custody of the Jedi.
3200
3201OBI-WAN: It would be better if we stayed with the Senator.
3202
3203GUARD: It would be better if they stayed with you.
3204
3205BAIL and his AIDES go into the Senate. YODA and OBI-WAN head for the Jedi Temple.
3206
3207169 EXT. MUSTAFAR-JEDI STARFIGHTER-SPACE
3208
3209ANAKIN's Jedi Starfighter heads for the hazy blood-red planet of Mustafar.
3210
3211170 EXT. MUSTAFAR-LANDING PLATFORM-DAY
3212
3213ANAKIN flies over the volcanoes of Mustafar and lands his Jedi Starfighter on a complex of Landing Platforms. His cockpit opens as R2-D2 pops from the ship with a happy BEEP.
3214
3215ANAKIN: Artoo . . . stay with the ship.
3216
3217ARTOO lets out a sad little BEEP and moves back toward the ship.
3218
3219171 EXT. MUSTAFAR-LANDING PLATFORM-DAY
3220
3221ANAKIN, putting on his hood, walks across a walkway upon arriving on Mustafar.
3222
3223172 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3224
3225ANAKIN appears in the doorway of the control center.
3226
3227NUTE GUNRAY: Welcome, Lord Vader. We've been expecting you.
3228
3229Everyone in the room looks to him as he raises his hand toward a control panel, and all the exits close. The confused SEPARATISTS look around in bewilderment.
3230
3231173 EXT. CORUSCANT-JEDI TEMPLE-LATE DAY
3232
3233Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze.
3234
3235174 INT. CORUSCANT-JEDI TEMPLE-MAIN ENTRANCE-LATE DAY
3236
3237A DOZEN CLONE TROOPERS stand guard at the entrance of the Jedi Temple. Suddenly there is a flash of a lightsaber, a flurry of confusion, and all of the Clone Troopers are dead on the floor. YODA and OBI-WAN stand in the middle of the carnage.
3238
3239OBI-WAN: There are several battalions of Clone Troopers on every level. Many are dressed as Jedi.
3240
3241YODA: Dismantle the coded signal quickly. That group back there, soon discovered will be.
3242
3243175 EXT. CORUSCANT-SENATE BUILDING-SUNSET
3244
3245The awesome Senate Building looms over the city. The endless traffic continues to clutter the skyline.
3246
3247176 INT. CORUSCANT-SENATE CHAMBER-SUNSET
3248
3249The Chancellor is in the podium in the center of the vast arena giving a speech. MAS AMEDDA stands to the right of SIDIOUS. BAIL ORGANA walks through the hallway of the Main Senate Chamber. He enters the Senate Pod of Naboo and sits next to PADME. JAR JAR, CAPTAIN TYPHO and TWO HANDMAIDENS are in the pod also.
3250
3251PALPATINE: . . . and the Jedi Rebellion has been foiled.
3252
3253BAIL ORGANA: I was held up. What's happening?
3254
3255PADME: The Chancellor has been elaborating on a plot by the Jedi, to overthrow the Senate.
3256
3257BAIL ORGANA: That's not true!
3258
3259PADME: He's been presenting evidence all afternoon.
3260
3261BAIL ORGANA: And the Senate will go along with it, just like they always do.
3262
3263PALPATINE: The remaining Jedi will be hunted down and defeated. (applause) Any collaborators will suffer the same fate.
3264
3265(applause)
3266
3267These have been trying times, but we have passed the test.
3268
3269177 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-SUNSET
3270
3271YODA and OBI-WAN make their way through the Temple, avoiding the HUNDREDS OF CLONE TROOPERS. They use the Force to distract the CLONES when they can.
3272YODA and OBI-WAN walk through the ruins of the Temple until they come across the bodies of some students.
3273
3274OBI-WAN: Not even the younglings survived.
3275
3276YODA: Killed not by clones, this Padawan. By a lightsaber, he was.
3277
3278OBI-WAN: . . .Who?? Who could have done this?
3279
3280178 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3281
3282ANAKIN ignites his lightsaber, NUTE and the OTHERS panic. The DROIDS at the controls and the GUARDS grab their weapons, but it is too late. They are cut down in a flash. The Separatists bang on the doors, and NUTE and RUNE HAAKO flee under a table.
3283
3284ANAKIN, stone-faced, moves through the room like the grim reaper. Bodies drop everywhere. SCREAMS are cut short as the head of the Banking Clan dies.
3285
3286Then POGGLE THE LESSER loses his head; WAT TAMBOR, SHU MAI, and the REST OF THE SEPARATISTS run into the conference room.
3287
3288179 INT. CORUSCANT-SENATE CHAMBER-SUNSET
3289
3290PALPATINE: The attempt on my life has left me scarred and deformed, but I assure you my resolve has never been stronger.
3291
3292Applause.
3293
3294180 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3295
3296In the hallway, ANAKIN cuts down DROIDS and SEPARATISTS alike. He is unstoppable. ANAKIN turns his head-his eyes are yellow.
3297
3298181 INT. CORUSCANT-SENATE CHAMBER-SUNSET
3299
3300PALPATINE continues his speech at the podium.
3301
3302PALPATINE: The war is over. (applause) The Separatists have been defeated, (applause) and the Jedi rebellion has been foiled. We stand on the threshold of a new beginning.
3303
3304There is a long period of APPLAUSE.
3305
3306PADME: Well, this is the moment we discover if he intends to return the Republic to a democracy.
3307
3308PALPATINE: In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire, for a safe and secure society which I assure you will last for ten thousand years.
3309
3310There is a loud, sustained CHEER from the Senate. BAIL ORGANA and PADME sit, dumbfounded.
3311
3312PALPATINE: (continuing) An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . .
3313
3314The Senate CHEERS again. BAIL and PADME are devastated. PADME begins to cry.
3315
3316PALPATINE: (continuing) An empire ruled by the majority . . . Ruled by a new constitution . . .
3317
3318The Senate APPLAUDS.
3319
3320PADME: So this is how liberty dies, with thunderous applause . . .
3321
3322BAIL ORGANA: We cannot let this happen.
3323
3324He starts to stand up. PADME stops him.
3325
3326PADME: Not now! There will be a time.
3327
3328182 INT. MUSTAFAR-MAIN CONTROL CENTER-CONFERENCE ROOM-DAY
3329
3330After everyone in the Main Control Room is dead, ANAKIN moves to the small conference room where WAT TAMBOR. SHU MAI, and some OTHER SEPARATISTS are hiding. RUNE HAAKO tries to run but is trapped by a dead-end as ANAKIN advances.
3331
3332RUNE HAAKO: Stop! Enough, this is not right!
3333
3334RUNE is cut down. NUTE GUNRAY crawls out from under the table and opens the Main Door, allowing DESTROYER DROIDS to enter. WAT TAMBOR is cut down, along with SHU MAI. DESTROYER DROIDS appear in the doorway and blast away, causing total destruction. When the firing is over, ANAKIN is gone. Blown away? No. ANAKIN drops from the ceiling behind the TWO DROIDS and cuts them to pieces before they know what hit them.
3335
3336183 INT. MUSTAFAR-MAIN CONTROL CENTER-HALLWAY-DAY
3337
3338NUTE GUNRAY is the last Separatist leader alive. ANAKIN moves on to find NUTE GUNRAY hiding in an alcove.
3339
3340NUTE GUNRAY: The war is over. Lord Sidious promised us peace ... we only want . . .
3341
3342NUTE GUNRAY is cut down in midsentence.
3343
3344184 INT. CORUSCANT-JEDI TEMPLE-COMPUTER ROOM-NIGHT
3345
3346OBI-WAN stands in a large computer area as YODA looks on, in the hatchway to the Main Control Center.
3347
3348OBI-WAN: I've recalibrated the code warning all surviving Jedi to stay away.
3349
3350YODA: Good . . . For the Clones to discover the recalibration, a long time it will take. To change it back, longer still. Hurry.
3351
3352185 INT. CORUSCANT-JEDI TEMPLE-CONTROL CENTER-NIGHT
3353
3354OBI-WAN enters the Main Control Center with YODA and heads for the hologram area.
3355
3356OBI-WAN: Wait, Master. There is something I must know . . .
3357
3358YODA: If into the security recordings you go, only pain will you find.
3359
3360OBI-WAN: I must know the truth, Master.
3361
3362OBI-WAN moves to a panel and flips some switches. He sees a HOLOGRAM of ANAKIN slaughtering JEDI, including the YOUNG ONES. OBI-WAN and YODA react.
3363
3364OBI-WAN: (continuing) It can't be . . . It can't be . . .
3365
3366As ANAKIN surveys the carnage, a DARK-ROBED SITH LORD enters. ANAKIN turns to DARTH SIDIOUS and kneels before him.
3367
3368ANAKIN: The traitors have been taken care of, Lord Sidious.
3369
3370DARTH SlDIOUS: Good . . . good . . . You have done well, my new apprentice. Do you feel your power growing?
3371
3372ANAKIN: Yes, My Master.
3373
3374DARTH SlDIOUS: Now, Lord Vader, now go and bring peace to the Empire.
3375
3376OBI-WAN watches in horror. Tears well up in his eyes.
3377
3378OBI-WAN: I can't watch any more.
3379
3380OBI-WAN switches off the hologram. The TWO JEDI stand in silence for a few moments.
3381
3382YODA: Destroy the Sith, we must.
3383
3384OBI-WAN: Send me to kill the Emperor. I will not kill Anakin.
3385
3386YODA: To fight this Lord Sidious, strong enough, you are not.
3387
3388OBI-WAN: He is like my brother ... I cannot do it.
3389
3390YODA: Twisted by the dark side, young Skywalker has become. The boy you trained, gone he is . . . Consumed by Darth Vader.
3391
3392OBI-WAN: How could it have come to this?
3393
3394YODA: To question, no time there is.
3395
3396OBI-WAN: I do not know where the Emperor has sent him. I don't know where to look.
3397
3398YODA: Use your feelings, Obi-Wan, and find him, you will. Visit the new Emperor, my task is. May the Force be with you.
3399
3400OBI-WAN: May the Force be with you, Master Yoda.
3401
3402186 INT. CORUSCANT-PADME'S APARTMENT-AFTERNOON
3403
3404A DC0052 Intergalactic Speeder pulls up to the veranda landing of Padme's apartment.
3405
3406187 EXT. CORUSCANT -PADME'S APARTMENT-VERANDA-AFTERNOON
3407
3408The cockpit of the sleek yellow Galactic Speeder opens, and a HOODED FIGURE emerges and walks onto the veranda. An ALARM GOES OFF deep in the apartment. The FIGURE stops before a security curtain that protects the veranda. C-3PO enters the veranda and approaches the FIGURE.
3409
3410C-3PO: Hello, might I help you . . . Oh, it's you, Master Kenobi. Come in, quickly.
3411
3412The security curtain disappears, and the FIGURE lifts his hood. It is OBI-WAN. The alarm stops sounding.
3413
3414OBI-WAN: Has Anakin been here . . . ?
3415
3416C-3PO: Yes . . . right after the attack on the Jedi Temple.
3417
3418PADME comes down the stairs in a robe. THREEPIO leaves.
3419
3420PADME: Master Kenobi . . .
3421
3422She embraces Obi-Wan.
3423
3424PADME: (continuing) Oh, Obi-Wan, thank goodness . . . you're alive.
3425
3426OBI-WAN: The Republic has fallen. Padme . . . The Jedi Order is no more . . .
3427
3428PADME: I know, it's hard to believe everything to which we've dedicated our lives is gone.
3429
3430OBI-WAN: I believe we have been part of a plot hundreds of years in the making.
3431
3432PADME: The Senate is still intact, there is some hope.
3433
3434OBI-WAN: No. Padme . . . It's over . . . The Sith now rule the galaxy as they did before the Republic.
3435
3436PADME: The Sith!?!
3437
3438OBI-WAN: I'm here looking for Anakin . . . When was the last time you saw him?
3439
3440PADME: Yesterday.
3441
3442OBI-WAN: And do you know where he is now?
3443
3444PADME: (looks down) No.
3445
3446OBI-WAN: Padme, I need your help. He's in grave danger.
3447
3448PADME: From the Sith?
3449
3450OBI-WAN: From himself . . . Padme, Anakin has turned to the dark side.
3451
3452PADME: You're wrong! How could you even say that?
3453
3454OBI-WAN: I have seen a security hologram of him killing younglings.
3455
3456PADME: Not Anakin! He couldn't!
3457
3458OBI-WAN: He was deceived by a lie. We all were. It appears that the Chancellor is behind everything, including the war. Palpatine is the Sith Lord we've been looking for. After the death of Count Dooku, Anakin became his new apprentice.
3459
3460PADME: I don't believe you ... I can't.
3461
3462OBI-WAN: Padme, I must find him.
3463
3464PADME: You're going to kill him, aren't you?
3465
3466OBI-WAN: He has become a very great threat.
3467
3468As PADME moves to sit down, she reveals her pregnancy.
3469
3470PADME: I can't . . .
3471
3472OBI-WAN: Anakin is the father, isn't he?
3473
3474PADME looks away.
3475
3476OBI-WAN: (continuing) I'm so sorry.
3477
3478OBI-WAN turns and leaves as PADME stares transfixed, not knowing what to do. She is worried and tormented. OBI-WAN takes off in the Speeder. She studies the japor snippet that is hanging around her neck.
3479
3480188 INT. MUSTAFAR-LANDING PLATFORM-DAY
3481
3482R2-D2 waits forlornly for his Master in front of the Jedi Starfighter.
3483
3484189 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3485
3486ANAKIN surveys the slaughter with a crazed look in his eyes.
3487
3488190 INT. MUSTAFAR-CONTROL CENTER-BALCONY-DAY
3489
3490ANAKIN stares out at Mustafar, standing on the control room balcony.
3491
3492191 EXT. CORUSCANT-LANDING PLATFORM-SUNSET
3493
3494A small Naboo Skiff rests on a landing platform in the vast congestion of Coruscant. PADME gets out of her Speeder, followed by CAPTAIN TYPHO and C-3PO.
3495
3496CAPTAIN TYPHO: My Lady, let me come with you.
3497
3498PADME: There is no danger. The fighting is over, and . . . this is personal.
3499
3500TYPHO bows.
3501
3502CAPTAIN TYPHO: As you wish, My Lady . . . but I strongly disagree.
3503
3504PADME: I'll be all right, Captain.
3505
3506He goes to the speeder and gets in.
3507
3508PADME: (continuing) This is something I must do myself. Besides, Threepio will look after me.
3509
3510C-3PO: Oh, dear.
3511
3512TYPHO takes off and PADME and THREEPIO board the small NABOO SKIFF. A shadow moves out from under the SKIFF. It is OBI-WAN. He quickly jumps on the retracting ramp as the SKIFF takes off.
3513
3514192 INT. NABOO SKIFF
3515
3516THREEPIO chatters away as PADME breaks down in tears, the painful reality sinking in.
3517
3518C-3PO: Green light. Do you know that I think I'm beginning to get the hang of this flying business.
3519
3520OBI-WAN stows away on Padme's ship. The ship lifts from the landing platform and heads into the traffic lanes.
3521
3522193 INT. CORUSCANT-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-SUNSET
3523
3524A HOLOGRAM OF ANAKIN appears before PALPATINE in his office at the bottom of the Senate Arena.
3525
3526DARTH VADER: The Separatists are taken care of, My Master.
3527
3528DARTH SlDIOUS: It is finished, then. You have restored peace and justice to the galaxy. You have done well, Lord Vader.
3529
3530DARTH VADER: Thank you, My Master.
3531
3532194 INT. MUSTAFAR-COXFERENCE ROOM-DAY
3533
3534A Hologram of Sidious speaks with Anakin in the Mustafar control room.
3535
3536DARTH SlDIOUS: Send a message to the ships of the Trade Federation. Tell them the Separatist leaders have been wiped out. Grievous and Dooku have been destroyed. All droid units must shut down immediately.
3537
3538DARTH VADER: Very good, My Lord.
3539
3540ANAKIN sees Padme's ship arriving on the screen and goes out to meet her.
3541
3542195 EXT. MUSTAFAR-LANDING PLATFORM-DAY
3543
3544The sleek NABOO SKIFF lands on the Mustafar landing platform near Anakin's GREEN STARFIGHTER. ANAKIN runs up to the SKIFF as the ramp lowers. PADME runs to him.
3545
3546ANAKIN: Padme, I saw your ship . . .
3547
3548They embrace.
3549
3550PADME: Oh, Anakin!
3551
3552ANAKIN: It's all right, you're safe now. What are you doing out here?
3553
3554PADME: I was so worried about you. Obi-Wan told me terrible things.
3555
3556ANAKIN: What things?
3557
3558PADME: He said you have turned to the dark side . . . that you killed younglings.
3559
3560ANAKIN: Obi-Wan is trying to turn you against me.
3561
3562PADME: He cares about us.
3563
3564ANAKIN: Us??!
3565
3566PADME: He knows . . . He wants to help you.
3567
3568ANAKIN: Is Obi-Wan going to protect you? He can't ... he can't help you. He's not strong enough.
3569
3570PADME: Anakin, all I want is your love.
3571
3572ANAKIN: Love won't save you, Padme. Only my new powers can do that.
3573
3574PADME: At what cost? You are a good person. Don't do this.
3575
3576ANAKIN: I won't lose you the way I lost my mother! I've become more powerful than any Jedi has ever dreamed of and I've done it for you. To protect you.
3577
3578PADME: Come away with me. Help me raise our child. Leave everything else behind while we still can.
3579
3580ANAKIN: Don't you see, we don't have to run away anymore. I have brought peace to the Republic. I am more powerful than the Chancellor. I can overthrow him, and together you and I can rule the galaxy. Make things the way we want them to be.
3581
3582PADME: I don't believe what I'm hearing . . . Obi-Wan was right. You've changed.
3583
3584ANAKIN: I don't want to hear any more about Obi-Wan. The Jedi turned against me. Don't you turn against me.
3585
3586PADME: I don't know you anymore. Anakin, you're breaking my heart. I'll never stop loving you, but you are going down a path I
3587can't follow.
3588
3589ANAKIN: Because of Obi-Wan?
3590
3591PADME: Because of what you've done . . . what you plan to do. Stop, stop now. Come back! I love you.
3592
3593ANAKIN: (seeing Obi-Wan) Liar!
3594
3595PADME turns around and. sees OBI-WAN standing in the doorway of the Naboo Cruiser.
3596
3597PADME: No!
3598
3599ANAKIN: You're with him. You've betrayed me! You brought him here to kill me!
3600
3601PADME: NO! Anakin. I swear ... I ...
3602
3603ANAKIN reaches out, and PADME grabs her throat as she starts to choke.
3604
3605OBI-WAN: Let her go, Anakin.
3606
3607ANAKIN: What have you and she been up to?
3608
3609OBI-WAN: Let her go!
3610
3611ANAKIN releases his grip on the unconscious PADME and she crumples to the ground.
3612
3613ANAKIN: You turned her against me.
3614
3615OBI-WAN: You have done that yourself.
3616
3617ANAKIN: You will not take her from me.
3618
3619ANAKIN throws off his cloak.
3620
3621OBI-WAN: Your anger and your lust for power have already done that.
3622
3623OBI-WAN flings off his cloak.
3624
3625OBI-WAN: (continuing) You have allowed this Dark Lord to twist your mind until now . . . until now you have become the very thing you swore to destroy.
3626
3627They circle each other until OBI-WAN is near PADME. He places his hand on her.
3628
3629ANAKIN: Don't lecture me, Obi-Wan. I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, justice, freedom, and security to my new Empire.
3630
3631OBI-WAN: Your new Empire?
3632
3633ANAKIN: Don't make me kill you.
3634
3635OBI-WAN: Anakin, my allegiance is to the Republic ... to democracy.
3636
3637ANAKIN: If you're not with me, you're my enemy.
3638
3639OBI-WAN: Only a Sith Lord deals in absolutes. I will do what I must.
3640
3641(ignites his lightsaber)
3642
3643ANAKIN: You will try.
3644
3645ANAKIN ignites his lightsaber.
3646
3647ANAKIN lashes out at OBI-WAN, and they begin a ferocious sword fight. ANAKIN throws CONTAINERS at OBI-WAN using the Force.
3648They work their way off the landing platform and into the main entry hallway. ANAKIN kicks OBI-WAN, and OBI-WAN drops to a lower level.
3649ARTOO BEEPS his concern and rushes to the unconscious PADME's aid.
3650
3651196 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT
3652
3653YODA enters, using the Force to throw two RED GUARDS against the wall, knocking them unconscious. DARTH SIDIOUS turns his chair toward YODA. MAS AMEDDA stands behind SIDIOUS's desk.
3654
3655YODA: I hear a new apprentice, you have. Emperor, or should I call you Darth Sidious.
3656
3657DARTH SlDIOUS: Master Yoda, you survived.
3658
3659YODA: Surprised?
3660
3661DARTH SlDIOUS: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side.
3662
3663The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding YODA.
3664YODA is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. DARTH SIDIOUS chuckles.
3665
3666197 INT. MUSTAFAR-PASSAGES TO MAIN CONTROL CENTER-DAY
3667
3668ANAKIN and OBI-WAN move their fight toward the main control center. As the laser swords fly, bits of the hallway are cut up. OBI-WAN and ANAKIN jump and use every trick in the Jedi book.
3669
3670198 EXT. MUSTAFAR-LANDING PLATFORM-NABOO CRUISER-DAY
3671
3672R2-D2, tries to drag PADME on board the Naboo Cruiser. C-3PO pokes his head out of the ship's doorway.
3673
3674C-3PO: What are you doing? You're going to hurt her. Wait!!
3675
3676C-3PO starts down the ramp.
3677
3678199 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT
3679
3680MAS AMEDDA leaves the room. PALPATINE approaches a stunned YODA.
3681
3682DARTH SlDIOUS: I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.
3683
3684YODA: Not if anything I have to say about it, Lord Sidious.
3685
3686YODA uses the Force to throw DARTH SIDIOUS back, knocking him clear over his desk and onto the floor in a heap.
3687
3688YODA: (continuing) At an end your rule is and not short enough it was, I must say.
3689
3690DARTH SIDIOUS flies through the air, cape flapping, heading toward the exit. At the last second, YODA flies into the exit and stops the Dark Lord.
3691
3692YODA: (continuing) If so powerful you are, why leave??
3693
3694YODA ignites his lightsaber.
3695
3696DARTH SlDIOUS: You will not stop me. Darth Vader will become more powerful than either of us.
3697
3698DARTH SIDIOUS ignites his lightsaber.
3699
3700YODA: Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force.
3701
3702Their swords CLASH. The battle is extremely fast and furious.
3703
3704
3705200 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3706
3707View screens EXPLODE around ANAKIN and OBI-WAN as they work their way into the Control Room. The fighting is intense. OBI-WAN is on the defensive as he jumps up on the table view screen in the center of the room.
3708
3709ANAKIN: Don't make me destroy you, Master. You're no match for the dark side.
3710
3711OBI-WAN: I've heard that before, Anakin . . . but I never thought I'd hear it from you.
3712
3713ANAKIN forces OBI-WAN back into the Conference Room where the quarters are much closer. Sparks fly everywhere. ANAKIN jumps onto the conference table. OBI-WAN slides across the table, knocking ANAKIN over. OBI-WAN grabs ANAKIN’s lightsaber as he falls. OBI-WAN uses the Force to summon his dropped lightsaber. ANAKIN does the same.
3714
3715201 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT
3716
3717PALPATINE seeks refuge in the vast Senate Chamber. He gets into the Chancellor's Podium and it starts to rise up into the Arena. YODA makes a giant leap into the control pod. The sword fighting is intense in the confined space.
3718
3719202 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3720
3721The battle intensifies.
3722
3723OBI-WAN: (continuing) The flaw of power is arrogance.
3724
3725OBI-WAN stands looking at his former apprentice for a moment.
3726
3727ANAKIN: You hesitate . . . the flaw of compassion.
3728
3729OBI-WAN and ANAKIN lock sabers. OBI-WAN puts out his hand to use the Force to push ANAKIN away. ANAKIN puts out his hand to block OBI-WAN.
3730Both combatants are blasted backwards onto the control panels.
3731They regain their footing and the battle continues. ANAKIN kicks OBI-WAN away.
3732They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.
3733
3734203 INT. CORUSCANT-SENATE CHAMRER-MAIN ARENA-NIGHT
3735
3736YODA unleashes a ferocious assault on PALPATINE, causing him to almost go over the edge. The Dark Lord drops his lightsaber but recovers with a BLAST OF ENERGY from his hands that surrounds YODA. YODA is deflecting the Sith Lord's lightning bolts.
3737
3738The energy bolts begin to arc back on the Emperor. It looks as if the Dark Lord is doomed.
3739
3740YODA: Destroy you I will, just as Master Kenobi, your apprentice will destroy.
3741
3742YODA jumps to a lower Senate Pod. PALPATINE reaches out with one hand, and a Senate pod is released from its mooring and heads toward the Podium. PALPATINE uses the Force to hurl pod after pod at YODA, who ducks and jumps from one flying pod to another.
3743
3744YODA leaps away from the pods. He uses the Force to hold one pod suspended in the air. The pod spins and YODA throws it back at PALPATINE, who leaps away at the last moment.
3745
3746YODA leaps after him, but PALPATINE quickly turns and aims the full force of his energy bolts at the tiny green Jedi, catching him in mid-air and throwing him back hard against the Podium. The force causes YODA to drop his lightsaber. YODA blocks the lightning and throws PALPATINE backwards off the podium. YODA is knocked off the Podium and falls several hundred feet to the base of the Podium. PALPATINE follows in his pod, searching for YODA.
3747
3748204 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY-DAY
3749
3750ANAKIN forces OBI-WAN down a narrow balcony outside the Control Room. He rips objects off the wall and throws them at OBI-WAN as he pushes him further and further along the walkway.
3751
3752The balcony ends, and OBI-WAN is trapped. He looks over the balcony and into a river of lava.
3753
3754ANAKIN cuts apiece of the balcony railing off, along with a control panel.
3755ALARMS SOUND, and a protective ray shield around the superstructure disappears. It tumbles into the molten abyss, disappearing in a puff of smoke. A small pipe connects the Control Center to the Main Collection Plant. OBI-WAN has no choice but to tightrope-walk out across the lava river while fighting ANAKIN.
3756
3757205 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY, PIPE ACROSS LAVA RIVER, MAIN COLLECTION PLANT-DAY
3758
3759ANAKIN, following OBI-WAN, jumps down onto the flexing pipe, lands, and resumes fighting.
3760
3761206 INT. MUSTAFAR-PIPE ACROSS LAVA RIVER-DAY
3762
3763OBI-WAN and ANAKIN work their way across the small pipe, fighting ferociously as they go. OBI-WAN slips, throws his lightsaber up in the air, grabs on to the pipe, swings around, grabs on to an upper pipe, retrieves his lightsaber, and lands back on the original pipe. They continue to fight across the pipe until they reach the Main Collection Plant.
3764
3765207 INT. CORUSCANT-SENATE OFFICE BUILDING-WIRING CHUTE-NIGHT
3766
3767YODA squishes his way through a mass of wires in a small chute. He talks on his comlink.
3768
3769YODA: Hurry. Careful timing we will need.
3770
3771BAIL ORGANA: (in speeder) There aren't many troops on this side. Activate your homing beacon when you're ready.
3772
3773208 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT
3774
3775A Senate pod with COMMANDER THIRE (4477) and SEVERAL OTHER CLONE TROOPERS climb up to where MAS AMEDDA and PALPATINE are waiting. Beneath the Main Podium, TWENTY CLONE TROOPERS search for Yoda 's body.
3776
3777CLONE COMMANDER THIRE: There is no sign of his body, sir.
3778
3779MAS AMEDDA: Then he is not dead.
3780
3781PALPATINE: Double your search.
3782
3783CLONE COMMANDER THIRE: Yes sir. Right away, sir.
3784
3785PALPATINE: (to Mas Amedda) Tell Captain Kagi to prepare my shuttle for immediate takeoff.
3786
3787MAS AMEDDA: Yes, Master.
3788
3789PALPATINE: I sense Lord Vader is in danger.
3790
3791PALPATINE walks into the Arena hallway. COMMANDER THIRE descends down to the floor of the Arena, where an intense search is taking place. SEVERAL CURIOUS SENATORS rubberneck in scattered pods.
3792
3793209 EXT. MUSTAFAR-COLLECTION PANELS-DAY
3794
3795OBI-WAN and ANAKIN battle on the top of the multispired collection panels, jumping from one to the other. At the end of the collection cluster, a huge spray of lava covers the attachments that hold up the collectors. The frame begins to melt. It's raining lava. Both ANAKIN and OBI-WAN run for cover under the collection cluster. They continue to fight in the lava rain, darting from cover to attack, then quickly retreating to cover.
3796Support for the entire structure begins to fall away, and the collection cluster falls into the lava river. The Jedi continue their fight, climbing to the highest point on the tower as the rest begins to melt away as it rides the swift current down the river.
3797
3798It bends toward the lava as they get out toward the end. The fighting gets fierce. OBI-WAN gets to the end and is trapped. The tower slowly starts to sink under the lava.
3799
3800210 EXT. CORUSCANT-SENATE OFFICE BUILDING-NIGHT
3801
3802BAIL ORGANA, in his open Cockpit Speeder, flies along next to the roof eave of the huge Senate Building. He slows and moves closer to a long row of recessed lights. Suddenly YODA falls out of one of the light recesses and lands in the Speeder. BAIL guns it and heads away from the Senate Building.
3803
3804211 INT. CORUSCANT-BAIL ORGANA'S SPEEDER-NIGHT
3805
3806YODA straightens himself out.
3807
3808YODA: Into exile I must go. Failed, I have.
3809
3810YODA and BAIL fly into the traffic of the city.
3811
3812212 EXT. MUSTAFAR-COLLECTION PANELS-DAY
3813
3814OBI-WAN realizes he is getting very close to the edge of the lava falls. He grabs a rope and leaps from the collection arm. ANAKIN follows.
3815ANAKIN and OBI-WAN continue their sword fight hanging from cables as they swing past each other.
3816
3817213 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY
3818
3819C-3PO carefully lifts PADME into his arms. R2-D2 nervously looks on. BEEPING.
3820
3821C-3PO: I am being careful. I've got a good hold on her, but . . . I'm worried about my back. I hope it's able to hold up under this weight.
3822
3823C-3PO carries PADME into the Naboo Skiff.
3824
3825214 EXT. MUSTAFAR-COLLECTION PANELS-DAY
3826
3827From their cables, ANAKIN and OBI-WAN both spot something that causes them to stop fighting. The lava river ahead drops off in a tremendous lava fall.
3828
3829SNAPPING AND METAL GROANS are heard as the main part of the collector starts to break away and move toward the lava fall. OBI-WAN looks around and sees a small floating platform making its way toward the tower.
3830
3831OBI-WAN does a double hack-flip and lands squarely on the floating platform. He immediately leans to one side and moves away from the tower.
3832
3833ANAKIN realizes he is doomed as the entire tower heads for the falls. In the distance he sees some CONSTRUCTION DROIDS. He swings back to the tower, climbs up and makes a running leap and miraculously lands on A WORKER DROID. The DROID is confused and chatters to his CO-WORKER. The giant collector goes over the lava flow and disappears in the mist of sparks below.
3834
3835OBI-WAN heads for the bank of the lava river, but Anakin's DROID is faster. He catches up with his old Master.
3836
3837OBI-WAN and ANAKIN continue the swordfight. They battle away, balancing on the tiny platform and puzzled DROID. ANAKIN, standing on the Droid, approaches OBI-WAN on the work platform.
3838
3839OBI-WAN: I have failed you, Anakin. I was never able to teach you to think.
3840
3841ANAKIN and OBI-WAN confront each other on the lava river.
3842
3843ANAKIN: I should have known the Jedi were plotting to take over . . .
3844
3845OBI-WAN: From the Sith!!! Anakin, Chancellor Palpatine is evil.
3846
3847ANAKIN: From the Jedi point of view! From my point of view, the Jedi are evil.
3848
3849OBI-WAN: Well, then you are lost!
3850
3851ANAKIN: This is the end for you, My Master. I wish it were otherwise.
3852
3853ANAKIN jumps and flips onto OBI- WAN's platform. The fighting continues again until OBI-WAN jumps toward the safety of the black sandy edge of the lava river. He yells at Anakin.
3854
3855OBI-WAN: It's over, Anakin. I have the high ground.
3856
3857ANAKIN: You underestimate my power!
3858
3859OBI-WAN: Don't try it.
3860
3861ANAKIN follows, and OBI-WAN cuts his young apprentice at the knees, then cuts off his left arm in the blink of an eye. ANAKIN tumbles down the embankment and rolls to a stop near the edge of the lava.
3862
3863ANAKIN struggles to pull himself up the embankment with his mechanical hand. His thin leather glove has been burned off. He keeps sliding down in the black sand.
3864
3865OBI-WAN: (continuing) . . . You were the Chosen One! It was said that you would, destroy the Sith, not join them. It was you who would bring balance to the Force, not leave it in Darkness.
3866
3867OBI-WAN picks up Anakin's light saber and begins to walk away. He stops and looks back.
3868
3869ANAKIN: I hate you!
3870
3871OBI-WAN: You were my brother, Anakin. I loved you.
3872
3873ANAKIN'S clothing blows into the lava river and ignites. Suddenly ANAKIN bursts into flames and starts SCREAMING.
3874
3875215 INT. MUSTAFAR-VOLCANO EDGE-DAY
3876
3877OBI-WAN looks in horror as ANAKIN becomes engulfed in flames. OBI-WAN can't watch him as he struggles to climb the embankment, covered in flames.
3878
3879He runs back to Padme's ship as ANAKIN drops, smoldering, near the top of the lava pit.
3880
3881216 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY
3882
3883OBI-WAN makes his way to the SKIFF. He looks for Padme. THREEPIO sticks his head out the door of the SKIFF.
3884
3885C-3PO: Master Kenobi! We have Miss Padme on board. Please, please hurry. We should leave this dreadful place.
3886
3887OBI-WAN runs on board the Naboo Skiff.
3888
3889217 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY
3890
3891PADME lies on a cot or bed inside the ship. OBI-WAN walks over and checks on her.
3892
3893PADME: Obi-Wan? Is Anakin all right?
3894
3895OBI-WAN looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness. ARTOO watches over her.
3896OBI-WAN rides in the co-pilot's station. He sits looking pensive. THREEPIO drives.
3897
3898218 EXT. MUSTAFAR-VOLCANO EDGE-DAY
3899
3900ANAKIN crawls up the bank, his body smoking. A shuttle flies overhead and lands.
3901
3902219 EXT. MUSTAFAR-LANDING PLATFORM-IMPERIAL SHUTTLE-DAY
3903
3904An Imperial Shuttle closes its wings and settles on the highest of the Mustafar Landing Platforms. A PLATOON OF CLONE TROOPERS exits the craft, followed by DARTH SIDIOUS.
3905
3906220 INT. MUSTAFAR-VOLCANO PIT-DAY
3907
3908DARTH SIDIOUS walks in front of the CLONE TROOPERS on his way to get to Anakin at the edge of the lava pit.
3909
3910221 EXT. MUSTAFAR-VOLCANO PIT-DAY
3911
3912DARTH SIDIOUS discovers what remains of ANAKIN and checks him out. He turns to the CLONES.
3913
3914DARTH SIDIOUS: Anakin! Anakin! There he is. He's still alive. Get a medical capsule, immediately.
3915
3916CLONE CAPTAIN: Yes sir. Right away.
3917
3918Several of the CLONES rush off as DARTH SIDlOUS puts his hand on ANAKIN's forehead.
3919
3920222 INT. POLIS MASSA-OBSERVATION DOME-NIGHT
3921
3922On the isolated asteroid of Polis Massa, YODA meditates.
3923
3924YODA: Failed to stop the Sith Lord, I have. Still much to learn, there is ...
3925
3926QUI -GON: (V.O.) Patience. You will have time. I did not. When I became one with the Force I made a great discovery. With my training, you will be able to merge with the Force at will. Your physical self will fade away, but you will still retain your consciousness. You will become more powerful than any Sith.
3927
3928YODA: Eternal consciousness.
3929
3930QUI-GON: (V.O.) The ability to defy oblivion can be achieved, but only for oneself. It was accomplished by a Shaman of the Whills. It is a state acquired through compassion, not greed.
3931
3932YODA: . . . to become one with the Force, and influence still have . . . A power greater than all, it is.
3933
3934QUI-GON: (V.O.) You will learn to let go of everything. No attachment, no thought of self. No physical self.
3935
3936YODA: A great Jedi Master, you have become, Qui-Gon Jinn. Your apprentice I gratefully become.
3937
3938YODA thinks about this for a minute, then BAIL ORGANA enters the room and breaks his meditation.
3939
3940BAIL ORGANA: Excuse me, Master Yoda. Obi-Wan Kenobi has made contact.
3941
3942223 EXT. MUSTAFAR-LANDING PLATFORM-DAY
3943
3944The CLONES have placed ANAKIN in a medical capsule. They float the wounded Sith Lord into the belly of the IMPERIAL CRUISER. DARTH SIDIOUS follows the capsule into the ship. The ship takes off.
3945
3946224 EXT. POLIS MASSA-LANDING PLATFORM-NIGHT
3947
3948OBI-WAN lands the Naboo Cruiser on the landing platform of the isolated post of Polis Massa. YODA and BAIL ORGANA, along with a FEW GROUND CREW, are waiting as the ramp lowers and OBI-WAN emerges, carrying the unconscious PADME in his arms, followed by ARTOO and THREEPIO.
3949
3950BAIL ORGANA: We'll take her to the medical center, quickly.
3951
3952225 EXT. LANDING PLATFORM-CORUSCANT-IMPERIAL REHAB CENTER-DAY
3953
3954The shuttle lands. DARTH SIDIOUS and CLONE TROOPERS leave the shuttle. ANAKIN's body is carried along in a floating medical capsule.
3955
3956226 INT. POLIS MASSA-MEDICAL CENTER-NIGHT
3957
3958POLIS MEDICS work, on PADME in an operating theater. OBI-WAN and one of the MEDICAL DROIDS enter an observation room where BAIL and YODA are waiting.
3959
3960MEDICAL DROID: Medically, she is completely healthy. For reasons we can't explain, we are losing her.
3961
3962OBI-WAN: She's dying?
3963
3964MEDICAL DROID: We don't know why. She has lost the will to live. We need to operate quickly if we are to save the babies.
3965
3966BAIL ORGANA: Babies??!!
3967
3968MEDICAL DROID: She's carrying twins.
3969
3970YODA: Save them, we must. They are our last hope.
3971
3972The MEDICAL DROID rushes back to the operating room. ARTOO and THREEPIO watch, greatly puzzled. ARTOO BEEPS.
3973
3974C-3PO: It s some kind of reproductive process, I think.
3975
3976227 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY
3977
3978ANAKIN, in the medical capsule, is lifted onto a table in the Rehab Center. DROIDS go to work on him. ANAKIN has new legs and a new arm.
3979
3980228 INT. POLIS MASSA-MEDICAL CENTER-NIGHT
3981
3982The TWINS are being delivered as BAIL ORGANA, YODA, ARTOO, and THREEPIO watch. OBI-WAN is in the operating theater with PADME. He takes her hand.
3983
3984OBI-WAN: Don't give up, Padme.
3985
3986PADME winces from the pain. The MEDICAL DROID is holding the BABY.
3987
3988MEDICAL DROID: It's a boy.
3989
3990PADME: Luke . . .
3991
3992PADME can only offer up a faint smile. She struggles to touch the baby on the forehead.
3993
3994MEDICAL DROID: ... and a girl.
3995
3996PADME: . . . Leia.
3997
3998R2-D2, THREEPIO and BAIL ORGANA watch from an adjoining space.
3999
4000229 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY
4001
4002VADER, dressed in his black body armor, lies on the table. Nose plugs are inserted and the mask drops from above, sealing tightly. The helmet is fitted and VADER begins breathing.
4003
4004230 INT. POLIS MASSA-MEDICAL CENTER-NIGHT
4005
4006OBI WAN leans over PADME and softly speaks to her.
4007
4008OBI-WAN: You have twins, Padme They need you . . . hang on.
4009
4010PADME: I can't . . .
4011
4012PADME winces again and takes OBI-WAN's hand. She is holding Anakin's japor snippet.
4013
4014OBI-WAN: Save your energy.
4015
4016PADME: Obi-Wan . . . there . . . is good in him. I know there is ... still . . .
4017
4018A last gasp, and she dies. Obi-Wan studies the necklace.
4019
4020231 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY
4021
4022DARTH SIDIOUS hovers around the periphery of a group of MEDICAL DROIDS who are working on ANAKIN. DARTH SIDIOUS paces in the foreground. A DROID approaches the Dark Lord.
4023
4024MEDICAL DROID: My Lord, the construction is finished ... he lives.
4025
4026DARTH SIDIOUS: Good. Good.
4027
4028The DROID moves back to the table where DARTH VADER lies. The table begins to move upright. DARTH SIDIOUS moves in next to DARTH VADER.
4029
4030DARTH SIDIOUS: (continuing) Lord Vader, can you hear me?
4031
4032DARTH VADER, with his dark mask and helmet, moves up into the frame until he is in a CLOSEUP.
4033
4034DARTH VADER: Yes, My Master.
4035
4036DARTH VADER looks around the room.
4037
4038DARTH VADER: (continuing) Where is Padme? Is she safe, is she all right?
4039
4040DARTH SIDIOUS moves closer to the half droid/half man.
4041
4042DARTH SIDIOUS: I'm afraid she died. ... it seems in your anger, you killed her.
4043
4044A LOW GROAN emanates from Vader's mask. Suddenly everything in the room begins to implode, including some of the DROIDS.
4045
4046DARTH VADER: I couldn't have! She was alive! I felt her! She was alive! It's impossible! No!!!
4047
4048VADER SCREAMS, breaks his bonds to the table, and steps forward, waving his hands, causing objects to fly around the room. SIDIOUS deflects the objects, but some of the DROIDS aren't so lucky. VADER'S PAINFUL SCREAMS echo throughout the Center.
4049
4050232 EXT. NABOO-ALDERAAN STARCRUISER
4051
4052BAIL ORGANA's Starcruiser approaches the city of Theed.
4053
4054233 INT. ALDERAAN CRUISER-CONFERENCE ROOM
4055
4056BAIL ORGANA, YODA, and OBI-WAN sit around a conference table.
4057
4058YODA: Pregnant, she must still appear. Hidden, safe, the children must be kept.
4059
4060OBI-WAN: We must take them somewhere the Sith will not sense their presence.
4061
4062YODA: Split up, they should be.
4063
4064BAIL ORGANA: My wife and I will take the girl. We've always talked of adopting a baby girl. She will be loved with us.
4065
4066OBI-WAN: And what of the boy?
4067
4068YODA: To Tatooine. To his family, send him.
4069
4070OBI-WAN: I will take the child and watch over him. Master Yoda, do you think Anakin's twins will be able to defeat Darth Sidious?
4071
4072YODA: Strong the Force runs, in the Skywalker line. Hope, we can . . . Done, it is. Until the time is right, disappear we will.
4073
4074BAIL leaves the conference room. YODA stops OBI-WAN.
4075
4076YODA: (continuing) Master Kenobi, wait a moment. In your solitude on Tatooine, training I have for you.
4077
4078OBI-WAN: Training??
4079
4080YODA: An old friend has learned the path to immortality.
4081
4082OBI-WAN: Who?
4083
4084YODA: One who has returned from the netherworld of the Force to train me . . . your old Master, Qui-Gon Jinn.
4085
4086OBI-WAN: Qui-Gon? But, how could he accomplish this?
4087
4088YODA: The secret of the Ancient Order of the Whills, he studied. How to commune with him. I will teach you.
4089
4090OBI-WAN: I will be able to talk with him?
4091
4092YODA: How to join the Force, he will train you. Your consciousness you will retain, when one with the Force. Even your physical self, perhaps.
4093
4094234 INT. ALDERAAN STARCRUISER-HALLWAY- SPACE
4095
4096BAIL ORGANA, followed by ARTOO and THREEPIO, approaches CAPTAIN ANTILLES and TWO CREW MEMBERS.
4097
4098BAIL ORGANA: Captain Antilles.
4099
4100CAPTAIN ANTILLES: Yes, Your Highness.
4101
4102BAIL ORGANA: I'm placing these droids in your care. Treat them well. Clean them up. Have the Protocol Droid's mind wiped.
4103
4104C-3PO: Oh, no.
4105
4106235 EXT. NABOO-MAIN SQUARE-DAWN
4107
4108SIO BIBBLE walks with other MOURNERS.
4109LARGE CROWDS line the street as a flowered, covered coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS AND FAMILY
4110ATO DIGNITARIES follow the casket.
4111PADME's hand clutches the japor snippet.
4112
4113236 EXT. DAGOBAH-DAY
4114
4115A small escape pod hurls toward the swamp planet and disappears in the mist. The pod has landed, and YODA descends the ramp, surveying the unfamiliar terrain.
4116
4117237 EXT. IMPERIAL STAR DESTROYER-SPACE
4118
4119A Star Destroyer is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the EMPEROR and GOVERNOR
4120TARKIN.
4121
4122DARTH VADER walks along the bridge to join the EMPEROR and GOVERNOR TARKIN. The camera PANS to reveal the huge frame
4123structure which is the beginning of the DEATH STAR.
4124
4125238 EXT. ALDERAAN-STARCRUISER-SPACE
4126
4127The ship approaches the surface of Alderaan.
4128
4129239 EXT. ALDERAAN-LATE AFTERNOON
4130
4131The QUEEN OF ALDERAAN sits on a balcony looking out over the awesome mountains of Alderaan. BAIL ORGANA brings a small baby to her. She takes her and rocks her.
4132
4133240 EXT. TATOOINE-SUNSET
4134
4135OBI-WAN rides up to the moisture farm homestead on an EOPIE. He dismounts, takes the BABY out of a papoose on his back, and walks toward AUNT BERU, who walks over to greet him. They talk for a moment, and OBI-WAN turns the baby over to the young homesteader. AUNT BERU walks to UNCLE OWEN who is standing on the ridge near the homestead. OBI-WAN leaves as OWEN, BERU, and the BABY watch the twin suns set.
4136
4137IRIS OUT. END TITLES.
4138
4139
4140
4141
4142	
4143Star Wars: Revenge of the Sith
4144
4145
4146Writers :   George Lucas
4147Genres :   Sci-Fi  Adventure  Action  Fantasy
4148
4149
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