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1EXT. SPACE 
2
3A long time ago in a galaxy far, far away. 
4
5A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity. 
6
7War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere. 
8
9In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate. 
10
11As 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. . . . 
12
13PAN 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. 
14
152 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE 
16
17OBI-WAN bounces through the flack with a frown. His ship rocks violently. 
18
193 INT. ANAKINS STARFIGHTER COCKPIT-SPACE 
20
21ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP FIGHTER. 
22
23ANAKIN: There isn't a droid made that can out fly you, Master, and no other way to get to the Chancellor . . . 
24
25OBI-WAN: Look out, four droids inbound . . . 
26
274 EXT. CORUSCANT-SPACE BATTLE 
28
29The 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. 
30
315 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE 
32
33OBI-WAN struggles to maintain control of his ship. 
34
35OBI-WAN: We've got to split them up. 
36
37ANAKIN: Break left, fly through the guns on that tower. 
38
39OBI-WAN flies to the left of a huge tower on a REPUBLIC CRUISER. The TWO DROID DROP FIGHTERS follow. 
40
41OBI-WAN: Easy for you to say . . . why am I always the bait? 
42
43ANAKIN: Don't worry. I'm coming around behind you. 
44
45OBI-WAN deftly maneuvers around a large Starship's superstructure, but the TWO DROID FIGHTERS stay on his tail, BLASTING him with intense laser fire. 
46
47OBI-WAN: Anakin, they're all over me! 
48
49ANAKIN: Dead ahead! Closing . . . lock onto him, Artoo . . . 
50
51ARTOO BEEPS his reply as ANAKIN swoops in for the kill. ANAKIN BLASTS one of the DROID DROP FIGHTERS. It EXPLODES. 
52
53ANAKIN: (continuing, laughs) We got him, Artoo! 
54
55ANAKIN BLASTS away at the second DROID DROP FIGHTER as ARTOO BEEPS an angry warning. 
56
57ANAKIN: I copy, Artoo. 
58
59OBI-WAN: I'm going down on the deck. 
60
61ANAKIN: Good idea ... I need some room to maneuver. 
62
63OBI-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. 
64
65ANAKIN: (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! 
66
67ARTOO BEEPS. The crosshairs merge on the DROID DROP FIGHTER. 
68
69OBI-WAN: Hurry up! I don't like this! 
70
71OBI-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. 
72
73OBI-WAN: (continuing) Ouch! 
74
75R-4 BEEPS a blue streak. 
76
77OBI-WAN: (continuing) Don't even try to fix it, Arfour. I've shut it down. 
78
79ANAKIN: We're locked on ... we've got him . . . 
80
81ANAKIN drops in behind the DROID DROP FIGHTER and blows him apart. ARTOO SQUEALS with delight. 
82
83ANAKIN: (continuing) Yeah! We got him . . . good going, Artoo. 
84
85OBI-WAN: Next time you're the bait . . . Now let's find the Command Ship and get on with it ... 
86
87R-4 BEEPS a blue streak. 
88
89ANAKIN: Lock onto them, Artoo. Master, General Grievous's ship is directly ahead. 
90
91ARTOO BEEPS a reply, and it reads out in Anakin's cockpit. 
92
93ANAKIN: (continuing) The one crawling with vulture droids. 
94
956 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE 
96
97OBI-WAN: I see it. Oh, this is going to be easy. 
98
99Ahead 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. 
100
101ANAKIN: Come on, Master. 
102
103OBI-WAN: Not this time. There's too much at stake. We need help. Odd Ball, do you copy? 
104
105ODD BALL: (OS) Copy, Red Leader. 
106
107OBI-WAN: Mark my position and form your squad up behind me . . . 
108
1097 INT. ODD BALL'S FIGHTER COCKPIT-SPACE 
110
111ODD BALL: We're on your tail, General Kenobi. Set S-foils in attack position. 
112
113The 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. 
114
1158 INT. ANAKIN'S FIGHTER COCKPIT-SPACE 
116
117ANAKIN: This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side. 
118
119ARTOO BEEPS a worried message. 
120
121OBI-WAN: Add five Tri-fighters on the right . . . 
122
123ANAKIN: I'm going head to head. See you. 
124
125OBI-WAN: Take it easy, Anakin. 
126
127Four Clone Fighters move into formation behind the Jedi. 
128
129ODD BALL: I'm on your right, Red Leader. 
130
131ANAKIN: Incoming!! 
132
133ARTOO SQUEALS as five DROID TRI-FIGHTERS pass by at high speed on the right. 
134
135OBI-WAN: Five more on the right! 
136
137Four 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. 
138
139ANAKIN: Here we go. 
140
141The 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. 
142
143OBI-WAN: I'm going high and right. 
144
145ANAKIN: Hang on. There are four more of them. 
146
147OBI-WAN: Stay with me . . . swing back and right . . . help me engage. Back off ... Let them pass between us. 
148
149ANAKIN: I'm coming around. I'm coming around on your tail. 
150
151OBI-WAN: All right, engage . . . and hurry. These droids are all over me like a rash. 
152
153In 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. 
154
155ARTOO 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. 
156
157ANAKIN: How many back there. Artoo? (Artoo beeps) Three . . . (continuing) Four . . . that's not good. 
158
159OBI-WAN: Anakin, you have four on your tail. 
160
161ANAKIN: I know. I know! 
162
163OBI-WAN: Four more closing from your left. 
164
165ANAKIN: I know. I know! 
166
167OBI-WAN: Break right and go high. 
168
169ANAKIN: I'm going low and left. 
170
171Obi-Wan shakes his head. 
172
173OBI-WAN: (to himself) He still has much to learn. 
174
175ANAKIN swoops low and skims across a TRADE FEDERATION BATTLESHIP, dodging flack as ARTOO bounces along, trying to get out a sentence. 
176
177ANAKIN: Hang on, Artoo. Obi-Wan, do you copy? I'm going to pull them through the needle . . . 
178
179OBI-WAN: Too dangerous. First Jedi rule: "Survive." 
180
181ANAKIN: Sorry, no choice. Come down here and thin them out a little. 
182
183OBI-WAN drops in behind the DROID VULTURE FIGHTERS chasing Anakin. ARFOUR BEEPS to OBI-WAN. 
184
185OBI-WAN: Just keep me steady . . . hold on ... not yet. . . now break left. 
186
187OBI-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. 
188
189OBI-WAN: (continuing) You'll never get through there, Anakin. It's too tight. 
190
191ARTOO BEEPS nervously. 
192
193ANAKIN: Easy, Artoo . . . we've done this before. 
194
195OBI-WAN: Use the Force, think yourself through, the ship will follow. 
196
197ARTOO SQUEALS in a panic. On the view screen Artoo's squeal reads out, "WE'RE NOT GOING TO MAKE IT." 
198
199ANAKIN: Wrong thought, Artoo. 
200
201ANAKIN slips through the narrow gap. The trailing VULTURE DROID FIGHTERS CRASH. 
202
203ANAKIN: (continuing) I'm through. 
204
205OBI-WAN continues to fire on the VULTURE DROID FIGHTERS, driving them into the EXPLOSION. 
206A CLONE fighter is hit and explodes, spewing debris. The CLONE PILOT spins off into space. 
207Finally, OBI-WAN peels off and swings around, pulling up alongside ANAKIN. CLONE FIGHT SQUAD SEVEN battles the DROIDS. 
208
209ODD BALL: There are too many of them. 
210
211CLONE PILOT 2: I'm on your wing. Break left. Break left. They're all over me. Get them off my . . . 
212
213ANAKIN: I'm going to go help them out! 
214
215OBI-WAN: No, no! They are doing their job so we can do ours. Head for the Command Ship! 
216
217Another 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. 
218
219ANAKIN: Missiles! Pull up! 
220
221ANAKIN 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. 
222
223OBI-WAN: They overshot us . . . 
224
225The 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. 
226
227ANAKIN: They're coming around! 
228
229OBI-WAN: All right, Arfour. No, no. Nothing too fancy. 
230
231ANAKIN: Surge all power units. Artoo! Stand by the reverse thrusters. 
232
233ANAKIN spins his starfighter. The missiles spin and collide. 
234
235ANAKIN: We got 'em. Artoo! 
236
237Two missiles continue to track Obi-Wan. 
238
239OBI-WAN: Flying is for droids. 
240
241Suddenly, 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. 
242
243OBI-WAN: (continuing) I'm hit! Anakin? 
244
245ANAKIN: I see them . . . Buzz Droids. 
246
247The 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. 
248
249OBI-WAN: Arfour, be careful. You have one . . . 
250
251ARFOUR's head gets ripped off and flies away. 
252
253OBI-WAN: Oh dear. They're shutting down all the controls. 
254
255ANAKIN: Move to the right so I can get a clear shot at them. 
256
257OBI-WAN: The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here. 
258
259ANAKIN 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. 
260
261OBI-WAN: (continuing) In the name of ... 
262
263ANAKIN: Steady . . . steady . . . 
264
265OBI-WAN: Anakin, hold your fire . . . hold your fire. You're not helping here. 
266
267ANAKIN: I agree, bad idea. Swing right . . . ease over . . . steady . . . 
268
269OBI-WAN: Wait . . . wait . . . I can't see a thing! My cockpit's fogging. They're all over me, Anakin. 
270
271ANAKIN: Move to the right. 
272
273OBI-WAN: Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do. 
274
275ANAKIN: I'm not leaving without you, Master. 
276
277ANAKIN 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. 
278
279ANAKIN 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. 
280
281OBI-WAN: Blast it ... I can't see . . . my controls are gone. 
282
283ANAKIN: Get 'em, Artoo. Watch out! 
284
285OBI-WAN: Artoo, hit the buzz droid's center eye. 
286
287ARTOO 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. 
288
289ANAKIN: Yeah, you got him! 
290
291OBI-WAN: Great, Artoo. 
292
293ANAKIN: Stay on my wing . . . the General's Command Ship is dead ahead. Easy . . . pull up ... Head for the hangar. 
294
295OBI-WAN: Have you noticed the shields are still up? 
296
297ANAKIN: Oh?!? Sorry, Master. 
298
299ANAKIN streaks ahead of OBI-WAN's disintegrating Jedi Fighter and blasts the shield generator. It SPARKS and EXPLODES. 
300
301OBI-WAN: Oh, I have a bad feeling about this. 
302
3039 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
304
305The 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. 
306
307ANAKIN maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut. 
308OBI-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. 
309
310ANAKIN 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. 
311
312OBI-WAN: Artoo, locate the Chancellor. 
313
314ANAKIN: Tap into the ship's computers. 
315
316They 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. 
317
318OBI-WAN: The Chancellor's signal is coming from right there. The observation platform at the top of that spire. 
319
320ANAKIN: I sense Count Dooku . . . 
321
322OBI-WAN: I sense a trap. 
323
324ANAKIN: Next move? 
325
326OBI-WAN: Spring the trap. 
327
328The JEDI start to leave; ARTOO follows. The JEDI stop and turn to ARTOO. 
329
330ANAKIN: Artoo, go back. I need you to stay with the ship. 
331
332OBI-WAN: Here, take this, and wait for orders. 
333
334OBI-WAN tosses the comlink to ARTOO. 
335
33610 INT. BRIDGE-TRADE FEDERATION CRUISER 
337
338GENERAL 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. 
339
340GENERAL GRIEVOUS: What's the situation, Captain? 
341
342CAPTAIN: TWO Jedi have landed in the main hangar bay. 
343
344GENERAL GRIEVOUS: Just as Count Dooku predicted. 
345
34611 INT. HANGAR-TRADE FEDERATION CRUISER 
347
348ANAKIN and OBI-WAN head for the elevator. A door opens in the hallway and two of GENERAL GRIEVOUS's BODYGUARDS confront the JEDI. 
349
350BODYGUARD I: General Kenobi, Anakin Skywalker. We've been waiting for you. 
351
352OBI-WAN: We are here to relieve you of Chancellor Palpatine, not join him. 
353
354As a dozen more droids join the group, the JEDI ignite their lightsabers and stand back-to-back. 
355
356OBI-WAN: Anakin. . . 
357
358ANAKIN: Ready. 
359
360ANAKIN and OBI-WAN use their lightsabers and cut a large circle in the floor. 
361
36212 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER 
363
364The 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. 
365
366OBI-WAN: . . . fuel. The slightest charge from our sabers will send this ship into oblivion. That's why they've stopped shooting. 
367
368ANAKIN: Well then, we're safe for the time being. 
369
370OBI-WAN: Your idea of safe is not the same as mine. 
371
372They 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. 
373
374ANAKIN: They're sealing this section off. 
375
376OBI-WAN: Six droids coming our way! 
377
378The last of the DOORS CAN BE HEARD CLOSING in the distance. 
379
380ANAKIN: Keep moving. There must be vents . . . This way. 
381
382They move along a wall. ANAKIN climbs up the side to a small vent. The fuel gets closer to the SPARKING dischargers. 
383
384OBI-WAN: We'll never get through that. It's too small! 
385
386They 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. 
387
388The 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. 
389
390ANAKIN: I found our escape vent. 
391
392OBI-WAN: Anakin, this is no time for jokes. We're in serious trouble here. 
393
394ANAKIN: Only in your mind. My Master. Look, no structure. . . . 
395
396ANAKIN 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. 
397
39813 INT. VENT SHAFT-TRADE FEDERATION CRUISER 
399
400The TWO JEDI pull themselves through the narrow vent shaft until they reach a small hatch in the side of the tube. 
401
402ANAKIN: Here's a way out. 
403
404As 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. 
405
40614 INT. SMALL PASSAGEWAY-TRADE FEDERATION CRUISER 
407
408The 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. 
409
41015 INT. HALLWAY-TRADE FEDERATION CRUISER 
411
412A 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. 
413
414OBI-WAN: That won't hold when the fuel hits those power dischargers. 
415
416ANAKIN: The blast will break the hull. This side's pressurized. 
417
418OBI-WAN: You still have much to learn, Anakin. 
419
42016 INT. VENT SHAFT-TRADE FEDERATION CRUISER 
421
422The 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. 
423
424SUPER BATTLE DROID R77: I have a bad feeling about this. 
425
42617 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER 
427
428The fuel hits the SPARKING power discharger, and there is a HUGE EXPLOSION. 
429
43018 EXT. TRADE FEDERATION CRUISER-BATTLE 
431
432A GREAT EXPLOSION and a flaming gas cloud spray out of the side of the Federation Cruiser. 
433
43419 INT. HALLWAY-TRADE FEDERATION CRUISER 
435
436A large bulge appears in the wall around the sealed hatch as the EXPLOSION hits. OBI-WAN jumps back, then stands amazed. 
437
438OBI-WAN: All right, you win. I have much to learn. Let's go! 
439
440ANAKIN grins at OBI-WAN, and they run down the hallway. 
441
44220 INT. WIDE HALLWAY-TRADE FEDERATION CRUISER 
443
444The 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. 
445
446ANAKIN: Destroyers!! 
447
448Finally 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. 
449
450BATTLE DROID: Drop your weapons! I said drop 'em. 
451
452The JEDI activate their light sabers and destroy all the BATTLE DROIDS. 
453
45421 INT HANGAR-TRADE FEDERATION CRUISER 
455
456R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter. 
457
45822 INT. ELEVATOR-TRADE FEDERATION CRUISER 
459
460The elevator begins to move and screeches to a stop. 
461
462OBI-WAN: Did you press the stop button? 
463
464ANAKIN: No, did you? 
465
466OBI-WAN: No! 
467
468ANAKIN: Well, there's more than one way out of here. 
469
470ANAKIN ignites his laser sword. 
471
472OBI-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 . . . 
473
474ANAKIN cuts a hole in the elevator ceiling. 
475
47623 INT MAIN HANGAR-TRADE FEDERATION CRUISER 
477
478TWO SUPER BATTLE DROIDS are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted. 
479
480SUPER BATTLE DROID 1: What's that? 
481
482SUPER BATTLE DROID 2: Get back to work. It's nothing. 
483
48424 INT. ELEVATOR-TRADE FEDERATION CRUISER 
485
486OBI-WAN: Artoo? 
487
488ANAKIN climbs through the hole in the ceiling of the elevator. 
489
490OBI-WAN: (continuing) Always on the move. 
491
492OBI-WAN continues to talk on the comlink. Artoo quietly beeps a reply. 
493
49425 INT MAIN HANGAR-TRADE FEDERATION CRUISER 
495
496ARTOO 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. 
497
498OBI-WAN: (OS) Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo. 
499
50026 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER 
501
502Suddenly, 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. 
503
50427 INT. ELEVATOR-TRADE FEDERATION CRUISER 
505
506The elevator starts to descend rapidly. 
507
508OBI-WAN: Stop, stop! Artoo, we need to be going up. 
509
51028 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER 
511
512Anakin 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. 
513
514DROID 1: Hands up, Jedi! Don't move. 
515
516DROID 2: Roger, roger. 
517
51829 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
519
520The TWO SUPER BATTLE DROIDS overhear OBI-WAN's comlink messages to ARTOO. 
521
522SUPER BATTLE DROID 1: There it is again. 
523
524OBI-WAN: (OS) Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down. 
525
52630 INT. ELEVATOR-TRADE FEDERATION CRUISER 
527
528The elevator races down as OBI-WAN holds on. 
529
530OBI-WAN: Stop. Artoo! We need to go up! Stop, stop! 
531
532The elevator stops with a jolt. OBI-WAN falls to the floor. 
533
53431 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
535
536The TWO SUPER BATTLE DROIDS see ARTOO and walk toward the little droid. 
537
538SUPER BATTLE DROID 1: Hey you! 
539
540ARTOO plugs into the interface again and the elevator shoots up. 
541
54232 INT. ELEVATOR-TRADE FEDERATION CRUISER 
543
544OBI-WAN stands up after having fallen in the elevator. 
545
546OBI-WAN: Now, that's better . . . 
547
54833 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
549
550ARTOO is held up by TWO SUPER BATTLE DROIDS, who chuckle as the little Astro Droid curses and swings at them. 
551
552SUPER BATTLE DROID 1: You stupid little astro droid! 
553
55434 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER 
555
556ANAKIN 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. 
557
558Before 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. 
559
560OBI-WAN: Oh, it's you . . . 
561
56235 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
563
564ARTOO activates his oil hose and sprays the SUPER BATTLE DROIDS. The SUPER BATTLE DROIDS slip on the oil. 
565
56636 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER 
567
568ANAKIN: What was that all about? 
569
570OBI-WAN: Well, Artoo has been . . . 
571
572ANAKIN: No loose wire jokes . . . He's doing the best he can. 
573
574OBI-WAN: Did I say anything? 
575
576ANAKIN: He's trying! 
577
578OBI-WAN: I didn't say anything! 
579
58037 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
581
582ARTOO 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. 
583
58438 INT. GENERAL'S QUARTER'S-TRADE FEDERATION CRUISER 
585
586The elevator door opens and the TWO JEDI carefully make their way into the main room of the General's Quarters. 
587At the far end sits SUPREME CHANCELLOR PALPATINE. ANAKIN and OBI-WAN move toward the CHANCELLOR. 
588As they get closer to PALPATINE, they see a very distressed look on the Chancellor's face. 
589
590OBI-WAN: (bows) Chancellor. 
591
592ANAKIN: Are you all right? 
593
594PALPATINE: (quietly) Count Dooku. 
595
596PALPATINE 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. 
597
598OBI-WAN: (quietly to Anakin) This time we will do it together. 
599
600ANAKIN: I was about to say that. 
601
602COUNT DOOKU jumps down to the main level. 
603
604PALPATINE: Get help! You're no match for him. He's a Sith Lord. 
605
606OBI-WAN: Chancellor Palpatine, Sith Lords are our specialty. 
607
608OBI-WAN and ANAKIN throw off their cloaks and ignite their lightsabers. 
609
610COUNT DOOKU: Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor. 
611
612OBI-WAN and ANAKIN move toward DOOKU. 
613
614OBI-WAN: You won't get away this time, Dooku. 
615
616OBI-WAN and ANAKIN charge COUNT DOOKU. A great sword fight ensues. 
617
618COUNT DOOKU: I've been looking forward to this. 
619
620ANAKIN: My powers have doubled since the last time we met, Count. 
621
622COUNT DOOKU: Good. Twice the pride, double the fall. 
623
624DOOKU lunges at the JEDI and they fall back . . . 
625
626COUNT DOOKU: (continuing) Your moves are clumsy, Kenobi . . . too predictable. You'll have to do better. 
627
628As 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. 
629ANAKIN 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. 
630ANAKIN hits the archway. 
631DOOKU 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. 
632
633COUNT DOOKU: (continuing) I sense great fear in you, Skywalker. You have hate, you have anger, but you don’t use them. 
634
635Anakin 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. 
636Anakin attacks COUNT DOOKU with a new ferociousness. 
637
63839 INT. GENERAL'S QUARTERS-TRADE FEDERATION CRUISER 
639
640Anakin 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. 
641
642PALPATINE: Good, Anakin, good. I knew you could do it. Kill him. Kill him now! 
643
644ANAKIN: I shouldn't . . . 
645
646PALPATINE: Do it!! 
647
648ANAKIN cuts off COUNT DOOKU's head. A huge EXPLOSION somewhere deep in the ship rattles everything. 
649
650ANAKIN: ... I couldn't stop myself. 
651
652PALPATINE: You did well, Anakin. He was too dangerous to be kept alive. 
653
654ANAKIN drops COUNT DOOKU's lightsaber, moving to PALPATINE. 
655
656ANAKIN: Yes, but he was an unarmed prisoner. 
657
658ANAKIN raises his hands toward PALPATINE, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose. 
659
660ANAKIN: (continuing) I shouldn't have done that, Chancellor. It's not the Jedi way. 
661
662PALPATINE stands up, rubbing his wrists. 
663
664PALPATINE: 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. 
665
666The 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. 
667
668PALPATINE: (continuing) Anakin, there is no time. We must get off the ship before it's too late. 
669
670ANAKIN: He seems to be all right. No broken bones, breathing's all right. 
671
672PALPATINE: Leave him, or we'll never make it. 
673
674ANAKIN: His fate will be the same as ours. 
675
676ANAKIN picks up OBI-WAN, slings him over his shoulder, and heads for the elevators. 
677
67840 INT. BRIDGE-TRADE FEDERATION CRUISER 
679
680GENERAL GRIEVOUS: Prepare for attack. 
681
682PILOT: All batteries fire! Fire! 
683
68441 INT. BATTLESTATIONS-REPUBLIC CRUISER 
685
686Clone gunners fire on the Trade Federation cruiser and take fire in return. Gun emplacements are destroyed. Clone troopers go flying. 
687
68842 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER 
689
690ANAKIN carries OBI-WAN to the elevator doors and hits the button. PALPATINE joins him. 
691
692ANAKIN: The elevator's not working, (into his comlink) Artoo . . . 
693
694ARTOO BEEPS a response to ANAKIN. 
695
696ANAKIN: (continuing) . . . Activate Elevator 3224. 
697
698Suddenly 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. 
699
700ANAKIN: (continuing) Artoo ... do you copy? Artoo, come in! 
701
70243 INT. BRIDGE-TRADE FEDERATION CRUISER 
703
704Windows are blown out, droids and equipment are sucked into space. 
705
706PILOT: Reverse stabilizers. 
707
70844 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
709
710As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other. 
711Several objects break through the metal blast doors, causing objects to be sucked into space. ARTOO starts to slide toward one of the small holes. 
712
71345 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER 
714
715As the elevator shaft rotates, it has become a long hallway. 
716ANAKIN clings to the doorframe with OBI-WAN on his shoulder, as the Chancellor struggles to join him. 
717
71846 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
719
720ARTOO 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. 
721
72247 INT. BRIDGE-TRADE FEDERATION CRUISER 
723
724PILOT: Magnetize! Magnetize! 
725
72648 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
727
728ARTOO 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. 
729
73049 EXT. SPACE-CORUSCANT 
731
732The TRADE FEDERATION CRUISER heads straight down toward the planet. 
733
73450 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER 
735
736ANAKIN jumps into the horizontal elevator shaft with OBI-WAN still on his shoulder. 
737
738ANAKIN: We can't wait. Come on, we have to be fast. 
739
740PALPATINE 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. 
741
74251 INT. BRIDGE-TRADE FEDERATION CRUISER 
743
744GENERAL GRIEVOUS: Fire the emergency booster engines. 
745
746PILOT: Leveling out, sir. 
747
74852 INT. ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER 
749
750ANAKIN 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. 
751
75253 INT. ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER 
753
754ANAKIN, OBI-WAN, and PALPATINE hang precariously on the side of the bottomless elevator shaft. OBI-WAN regains consciousness and tries to look around. 
755
756ANAKIN: Easy. . . . We're in a bit of a situation. 
757
758OBI-WAN: Did I miss something? 
759
760OBI-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. 
761
762ANAKINN: Hold on. 
763
764OBI-WAN: What is that? 
765
766OBI-WAN and ANAKIN look up to watch the elevator approach them at high speed, then OBI-WAN turns to ANAKIN. 
767
768OBI-WAN: (continuing) Oops. 
769
770ANAKIN: Artoo, Artoo, shut down the elevator! 
771
772OBI-WAN: Too late! Jump! 
773
774They 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. 
775ANAKIN 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. 
776
77754 INT. ELEVATOR LOBBY-TRADE FEDERATION CRUISER 
778
779ANAKIN, OBI-WAN, and PALPATINE fly through the elevator door and land. 
780
781OBI-WAN: Let's see if we can find something in the hangar bay that's still flyable. Come on. 
782
783ANAKIN: Artoo, get down here. Artoo, do you copy? 
784
78555 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
786
787As 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. 
788
78956 INT. HALLWAY TO HANGAR BAY-TRADE FEDERATION CRUISER 
790
791OBI-WAN and ANAKIN lead PALPATINE down a hallway toward the hangar bay. 
792
79357 INT. DOORWAY TO HANGAR BAY-TRADE FEDERATION CRUISER 
794
795It 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. 
796
797OBI-WAN: None of those ships will get us anywhere. 
798
799ANAKIN: I agree. 
800
801PALPATINE: What are we going to do? 
802
803ANAKIN: I don't know. 
804
805OBI-WAN: Don't look at me. I don't know. 
806
807ANAKIN 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. 
808
809ANAKIN: Here, Chancellor, lock this around your waist, and hold on. 
810
811OBI-WAN: We'll head toward the bridge and see if we can find an escape pod. 
812
813ANAKIN 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. 
814
81558 INT. MAIN HANGAR-TRADE FEDERATION CRUISER 
816
817OBI-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. 
818
81959 INT. HANGAR DOORWAY-TRADE FEDERATION CRUISER 
820
821OBI-WAN, ANAKIN and PALPATINE are out of breath. 
822
823ANAKIN/OBI-WAN: Well, that was close. 
824
825They laugh. 
826
82760 INT. BRIDGE-TRADE FEDERATION CRUISER 
828
829BODYGUARD: General, we found the Jedi. They're in hallway 328. 
830
831GENERAL GRIEVOUS: Activate ray shields. 
832
83361 INT. HALLWAY-TRADE FEDERATION CRUISER 
834
835They run down the hallway. Suddenly, ray shields drop around them, putting them in an electronic box in the middle of the hallway. 
836
837ANAKIN: Ray shields! 
838
839OBI-WAN takes a deep breath to express his total disappointment. 
840
841OBI-WAN: Wait a minute, how'd this happen! We're smarter than this. 
842
843ANAKIN: Apparently not, Master. This is the oldest trap in the book . . . Well ... I was distracted. 
844
845OBI-WAN: Oh, so all of a sudden it's my fault. 
846
847ANAKIN: You're the Master. I'm just a hero. 
848
849OBI-WAN: I'm open to suggestions here. 
850
851PALPATINE: Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release. 
852
853The Jedi look at each other in disbelief. 
854
855ANAKIN: I say . . . patience. 
856
857OBI-WAN: Patience! That's your plan, is it? 
858
859ANAKIN: Yes, Artoo will be along in a few moments and he'll release the ray shields . . . 
860
861ARTOO comes skidding across the hallway and bashes into the opposite wall. He takes a moment to compose himself. 
862
863ANAKIN: (continuing) See! No problem. 
864
865Suddenly several doorways open, revealing TWO DESTROYER DROIDS. SIXTEEN SUPER BATTLE DROIDS emerge from behind the DESTROYER DROIDS. 
866ARTOO turns and zaps one of the SUPER BATTLE DROIDS who then kicks ARTOO over. 
867
868SUPER BATTLE DROID: Don't move, dummy. Ouch! Zap this. 
869
870OBI-WAN: Do you have a plan B? 
871
87262 EXT. BRIDGE-TRADE FEDERATION CRUISER 
873
874OBI-WAN, ANAKIN PALPATINE, and ARTOO are captured by GENERAL GRIEVOUS. They stand before the ALIEN DROID GENERAL. 
875
876GENERAL GRIEVOUS: Oh yes. General Kenobi, the Negotiator. We've been waiting for you. That wasn't much of a rescue. 
877
878A BATTLE DROID walks to GENERAL GRIEVOUS and hands him the JEDI'S lightsabers. 
879
880OBI-WAN: That depends upon your point of view. Hah! 
881
882GENERAL GRIEVOUS: And Anakin Skywalker ... I was expecting someone with your reputation to be a little older. 
883
884ANAKIN: General Grievous . . . Supreme Commander of the Droid Armies. You're shorter than I expected. 
885
886GENERAL GRIEVOUS: Ahhhh, Jedi scum . . . 
887
888OBI-WAN: Anakin, try not to upset him. We have a job to do. 
889
890GENERAL GRIEVOUS: Your lightsabers will make a fine addition to my collection. 
891
892OBI-WAN: Not this time. And this time you won't escape. 
893
894ANAKIN: Artoo. 
895
896ARTOO creates a distraction by extending all his arms, shooting out electrical pulses, and bouncing around. 
897OBI-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. 
898
899GENERAL GRIEVOUS: Crush them! Make them suffer! 
900
901ANAKIN uses the Force to yank his lightsaber out of the General's hand. 
902
903The 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. 
904
905CHANCELLOR PALPATINE is taken away by two BATTLE DROIDS. GENERAL GRIEVOUS walks around the bridge directing the BATTLE DROIDS. 
906
907GENERAL GRIEVOUS: Stay and watch your stations. 
908
909OBI-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. 
910OBI-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. 
911ANAKIN follows them down the hallway and cuts them down, rescuing the Chancellor. 
912OBI-WAN finishes off the headless BODYGUARD. It crumbles to the floor in pieces. 
913ALARMS SOUND as the giant spacecraft begins to list and fall out of orbit. A PILOT yells at GENERAL GRIEVOUS. 
914
915PILOT: Sir, we are falling out of orbit. All aft control cells are dead. 
916
917GENERAL GRIEVOUS: Stay on course . . . Don't bother with them. Keep the ship in orbit. 
918
919OBI-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. 
920
921GENERAL GRIEVOUS: You lose, General Kenobi. 
922
923One of the PILOTS stands next to the General. 
924
925PILOT: The ship is breaking up! 
926
927GENERAL GRIEVOUS: We've run out of time. 
928
929OBI-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. 
930OBI-WAN, ANAKIN, and PALPATINE hold on for dear life. A blast shield closes around where the window used to be. 
931
93263 INT. BRIDGE-TRADE FEDERATION CRUISER 
933
934OBI-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. 
935ANAKIN 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. 
936
937PALPATINE: The hull is burning up! 
938
93964 EXT. HULL-TRADE FEDERATION CRUISER-SPACE 
940
941GENERAL 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. 
942
94365 INT. POD BAY-TRADE FEDERATION CRUISER-SPACE 
944
945GENERAL GRIEVOUS enters the escape pod bay through the hatch. The Droid General goes to a control panel and opens an escape pod. 
946
947GENERAL GRIEVOUS: Time to abandon ship. 
948
949GENERAL GRIEVOUS pulls a row of switches, and one by one the escape pods are jettisoned. 
950
95166 INT. ESCAPE POD-SPACE 
952
953He gets in one, the hatch closes, and the escape pod blasts away from the damaged Cruiser. 
954
95567 INT. BRIDGE-TRADE FEDERATION CRUISER 
956
957OBI-WAN and ANAKIN go over to the navigator's chair. 
958
959ANAKIN: All the escape pods have been launched. 
960
961OBI-WAN: Grievous. Can you fly a cruiser like this? 
962
963ANAKIN: You mean, do I know how to land what's left of this thing? 
964
965ANAKIN 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. 
966
967OBI-WAN: Well? 
968
969ANAKIN: Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in. 
970
971OBI-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. 
972
973OBI-WAN: Steady . . . Attitude . . . eighteen degrees. 
974
975ARTOO beeps. 
976
977ANAKIN: Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins. 
978
979OBI-WAN: Temp steady. Hatches open, flaps extended, drag fins . . . 
980
981A large part of the ship breaks away. 
982
983ANAKIN: We lost something. 
984
985OBI-WAN: Not to worry, we're still flying half the ship. 
986
987ANAKIN: Now we're really picking up speed . . . I'm going to shift a few degrees and see if I can slow us down. 
988
989OBI-WAN: Careful . . . we're heating up-twelve thousand . . . thirteen thousand . . . 
990
991ANAKIN: What's our speed? 
992
993OBI-WAN: Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand . . . we're in the atmosphere . . . 
994
995ANAKIN points to one of the controls. ARTOO beeps madly. 
996
997ANAKIN: Grab that . . . Keep us level. 
998
999OBI-WAN: Steady. Steady. 
1000
1001ANAKIN: Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields. 
1002
1003OBI-WAN: Five thousand. Three thousand . . . two thousand. Fireships on the left and the right. 
1004
1005FlRESHIP PILOT: We'll take you in. 
1006
1007OBI-WAN: Copy that. Landing strip's straight ahead. 
1008
1009ANAKIN: We're coming in too hot. 
1010
1011OBI-WAN: Easy-easy. 
1012
1013The 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. 
1014
101568 EXT. CORUSCANT-INDUSTRIAL LANDING PLATFORM-AFTERNOON 
1016
1017A 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. 
1018
1019OBI-WAN: Another happy landing. 
1020
102169 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-LATE AFTERNOON 
1022
1023The 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. 
1024
1025ANAKIN: (to Obi-Wan) Are you coming, Master? 
1026
1027OBI-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. 
1028
1029ANAKIN: 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. 
1030
1031OBI-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 . . . 
1032
1033ANAKIN: All because of your training, Master. You deserve all those speeches of your greatness. 
1034
1035OBI-WAN: . . . the endless speeches . . . Anakin, let's be fair. Today, you are the hero and you deserve your glorious day with the politicians. 
1036
1037ANAKIN: All right. But you owe me . . . and not for saving your skin for the tenth time . . . 
1038
1039OBI-WAN: Ninth time . . . that business on Cato Nemoidia doesn't count. I'll see you at the briefing. 
1040
1041ANAKIN smiles and walks away from OBI-WAN. 
1042The CHANCELLOR and his entourage approach MACE. 
1043
1044MACE WlNDU: Chancellor Palpatine, what a welcome sight! Are you all right? 
1045
1046PALPATINE: Yes, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again. 
1047
1048MACE WlNDU: General Grievous will run and hide as he always does. He is a coward. 
1049
1050PALPATINE: 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. 
1051
1052MACE WlNDU: Then the Jedi Council will make finding Grievous our highest priority. 
1053
1054BAIL, ANAKIN, and the crowd walk away from the platform toward the Senate Building Grand Hallway. 
1055
1056BAIL ORGANA: Skywalker, the Republic cannot praise you enough. 
1057
1058ANAKIN and BAIL ORGANA, walking in the hallway. 
1059
1060ANAKIN: 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. 
1061
1062ARTOO and THREEPIO follow behind the crowd. 
1063
1064C-3PO: It couldn't possibly be as bad as all that. 
1065
1066ARTOO beeps. 
1067
1068C-3PO: (continuing) Well, there, I agree with you. In fact, I could do with a tune-up myself. 
1069
107070 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE AFTERNOON 
1071
1072ANAKIN is at the back of the crowd of SENATORS, talking with BAIL ORGANA. R2-D2 and C-3PO scoot along ahead of them. 
1073
1074BAIL ORGANA: The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures. 
1075
1076ANAKIN: 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. 
1077
1078Behind a row of large columns, a SHADOWY FIGURE follows the JEDI and the SENATOR. ANAKIN senses the figure. 
1079
1080BAIL ORGANA: I'll do everything I can with the Senate. 
1081
1082ANAKIN: Excuse me. 
1083
1084BAIL ORGANA: Certainly. 
1085
1086ANAKIN 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. 
1087
1088PADME: Oh, Anakin! Thank goodness, you're back. 
1089
1090ANAKIN: I missed you, Padme. I've missed you so. 
1091
1092PADME: There were whispers . . . that you'd been killed. I've been living with unbearable dread. 
1093
1094ANAKIN: 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. 
1095
1096ANAKIN starts to give her another kiss. She steps back. 
1097
1098PADME: Wait, not here . . . 
1099
1100He grabs her again. 
1101
1102ANAKIN: Yes, here! I'm tired of all this deception. I don't care if they know we're married. 
1103
1104PADME: 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 . . . 
1105
1106ANAKIN: I've given my life to the Jedi order, but I'd only give up my life, for you. 
1107
1108PADME: (playfully) I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi . . . Come to me later. 
1109
1110ANAKIN embraces her, then looks at her. 
1111
1112ANAKIN: Are you all right? You're trembling. What's going on? 
1113
1114PADME: I'm just excited to see you. 
1115
1116ANAKIN: That's not it. I sense more . . . what is it? 
1117
1118PADME: Nothing . . . nothing . . . 
1119
1120ANAKIN: You're frightened. (a little angry) Tell me what's going on! 
1121
1122PADME begins to cry. 
1123
1124PADME: You've been gone five months . . . it's been very hard for me. I've never felt so alone. There's . . . 
1125
1126ANAKIN: . . . Is there someone else? 
1127
1128PADME: (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. 
1129
1130ANAKIN: (sheepish) I'm afraid of losing you, Padme . . . that's all. 
1131
1132PADME: I will never stop loving you, Anakin. My only fear is losing you. 
1133
1134ANAKIN: It's just that I've never seen you like this . . . 
1135
1136PADME: Something wonderful has happened. 
1137
1138They look at each other for a long moment. 
1139
1140PADME: (continuing) I'm . . . Annie, I'm pregnant. 
1141
1142ANAKIN is stunned. He thinks through all of the ramifications of this. He takes her in his arms. 
1143
1144ANAKIN: That's . . . that's wonderful. 
1145
1146PADME: What are we going to do? 
1147
1148ANAKIN: We're not going to worry about anything right now, all right? This is a happy moment. The happiest moment of my life. 
1149
115071 EXT. UTAPAU-LANDING PLATFORM-DAY 
1151
1152A small NEIMOIDIAN SHUTTLE lands. BATTLE DROIDS surround the ramp as GENERAL GRIEVOUS descends onto the platform. SUPER BATTLE DROID G21 approaches. 
1153
1154SUPER BATTLE DROID G21: The planet is secure, sir. The population is under control. 
1155
1156GENERAL GRIEVOUS: Good. Where is the Separatist Council? 
1157
1158SUPER BATTLE DROID G21: This way, sir ... 
1159
1160GENERAL GRIEVOUS takes the elevator to an upper level. He enters a conference room and presses a series of buttons on the table, and bows. 
1161
116272 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY 
1163
1164A hologram of Darth Sidious appears. 
1165
1166GENERAL GRIEVOUS: Yes, Lord Sidious. 
1167
1168DARTH SlDIOUS: General Grievous, I suggest you move the Separatist leaders to Mustafar. 
1169
1170GENERAL GRIEVOUS: It will be done, My Lord. 
1171
1172DARTH SlDIOUS: The end of the war is near, General, and I promise you, victory is assured. 
1173
1174The hologram of Sidious talks to GRIEVOUS about the death of Count Dooku. 
1175
1176GENERAL GRIEVOUS: But the loss of Count Dooku? 
1177
1178DARTH 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. 
1179
118073 INT. CORUSCANT-PADME'S APARTMENT-TWILIGHT 
1181
1182PADME stands in the balcony brushing her hair. ANAKIN leans against the wall, watching her lovingly. 
1183
1184ANAKIN: . . . 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. 
1185
1186PADME: 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. 
1187
1188ANAKIN: You are so beautiful! 
1189
1190PADME: It's only because I'm so in love . . . 
1191
1192ANAKIN: No, it's because I'm so in love with you. 
1193
1194PADME: So love has blinded you? 
1195
1196ANAKIN: Well, that's not exactly what I meant . . . 
1197
1198PADME: But it's probably true! 
1199
1200They laugh. 
1201
1202ANAKIN: I haven't laughed in so long . . . 
1203
1204PADME: Neither have I. 
1205
120674 INT. POLIS MASSA-MEDICAL CENTER-DREAM 
1207
1208The view is strangely distorted and disorienting. PADME is on a table in an alien medical chamber. She is giving birth and is screaming. 
1209
1210PADME: Anakin, help me! Help, Anakin! Anakin, I love you. I love you. 
1211
1212She screams and dies. 
1213
121475 INT. CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT 
1215
1216ANAKIN 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. 
1217
1218PADME: Anakin?? 
1219
1220She gets out of bed and goes downstairs to look for him. 
1221
122276 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT 
1223
1224ANAKIN 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. 
1225PADME descends the stairs and joins ANAKIN on the veranda. She takes his hand. He doesn't look at her. 
1226
1227PADME: What's bothering you? 
1228
1229ANAKIN: Nothing . . . 
1230
1231ANAKIN touches the japor snippet around PADME'S neck, that Anakin gave her when he was a small boy. 
1232
1233ANAKIN: (continuing) I remember when I gave this to you. 
1234
1235PADME: Anakin, how long is it going to take for us to be honest with each other? 
1236
1237ANAKIN: It was a dream. 
1238
1239PADME: Bad? 
1240
1241ANAKIN: Like the ones I used to have about my mother just before she died. 
1242
1243PADME: And? 
1244
1245ANAKIN: It was about you. 
1246
1247They look at each other. A moment of concern passes between them. 
1248
1249PADME: Tell me. 
1250
1251ANAKIN: It was only a dream. 
1252
1253PADME gives him a long, worried look. ANAKIN takes a deep breath. 
1254
1255ANAKIN: (continuing) You die in childbirth . . . 
1256
1257PADME: And the baby? 
1258
1259ANAKIN: I don't know. 
1260
1261PADME: It was only a dream. 
1262
1263ANAKIN takes PADME in his arms. 
1264
1265ANAKIN: . . . I won't let this one become real, Padme. 
1266
1267They embrace, then part. 
1268
1269PADME: 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. 
1270
1271ANAKIN: I know …. 
1272
1273PADME: Anakin, do you think Obi-Wan might be able to help us? 
1274
1275ANAKIN: (suspicious) Have you told him anything? 
1276
1277PADME: No, but he's your mentor, your best friend . . . he must suspect something. 
1278
1279ANAKIN: He's been a father to me, but he's still on the Council. Don't tell him anything! 
1280
1281PADME: I won't, Anakin. 
1282
1283ANAKIN: I don't need his help . . . Our baby is a blessing, not a problem. 
1284
128577 INT. CORUSCANT-JEDI TEMPLE-YODAS QUARTERS-DAY 
1286
1287YODA and ANAKIN sit in Yoda 's room, deep in thought. 
1288
1289YODA: Premonitions . . . premonitions . . . Hmmmm . . . these visions you have . . . 
1290
1291ANAKIN: They are of pain, suffering, death . . . 
1292
1293YODA: Yourself you speak of, or someone you know? 
1294
1295ANAKIN: Someone . . . 
1296
1297YODA: . . . close to you? 
1298
1299ANAKIN: Yes. 
1300
1301YODA: Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side. 
1302
1303ANAKIN: I won't let these visions come true, Master Yoda. 
1304
1305YODA: 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. 
1306
1307ANAKIN: What must I do, Master Yoda? 
1308
1309YODA: Train yourself to let go of everything you fear to lose. 
1310
131178 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-DAY 
1312
1313ANAKIN hurries down a temple hallway, heading toward a Jedi Briefing Room. SEVERAL JEDI are exiting. 
1314
131579 INT. CORUSCANT-JEDI TEMPLE-BRIEFING ROOM-DAY 
1316
1317ANAKIN 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. 
1318
1319OBI-WAN: You missed the report on the Outer Rim sieges. 
1320
1321ANAKIN: I'm sorry, I was held up. I have no excuse. 
1322
1323OBI-WAN: In short, they are going very well. Saleucami has fallen, and Master Vos has moved his troops to Boz Pity. 
1324
1325ANAKIN: What's wrong then? 
1326
1327OBI-WAN: The Senate is expected to vote more executive powers to the Chancellor today. 
1328
1329ANAKIN: Well, that can only mean less deliberating and more action. Is that bad? It will make it easier for us to end this war. 
1330
1331OBI-WAN: Anakin, be careful of your friend Palpatine. 
1332
1333ANAKIN: Be careful of what? 
1334
1335OBI-WAN: He has requested your presence. 
1336
1337ANAKIN: What for? 
1338
1339OBI-WAN: He would not say. 
1340
1341ANAKIN: He didn't inform the Jedi Council? That's unusual, isn't it? 
1342
1343OBI-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. 
1344
1345ANAKIN: 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? 
1346
1347OBI-WAN: The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings. 
1348
134980 INT. CORUSCANT-CHANCELLOR'S OFFICE-DAY 
1350
1351ANAKIN stands with PALPATINE at his window overlooking the vastness of Coruscant. Several buildings have been destroyed. A brown haze hangs over the landscape. 
1352
1353PALPATINE: Anakin, this afternoon the Senate is going to call on me to take direct control of the Jedi Council. 
1354
1355ANAKIN: The Jedi will no longer report to the Senate? 
1356
1357PALPATINE: They will report to me . . . personally. The Senate is too unfocused to conduct a war. This will bring a quick end to things. 
1358
1359ANAKIN: I agree, but the Jedi Council may not see it that way. 
1360
1361PALPATINE: There are times when we must all endure adjustments to the constitution in the name of security. 
1362
1363ANAKIN: With all due respect, sir, the Council is in no mood for more constitutional amendments. 
1364
1365PALPATINE: Thank you, my friend, but in this case I have no choice . . . this war must be won. 
1366
1367ANAKIN: Everyone will agree on that. 
1368
1369PALPATINE: 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. 
1370
1371ANAKIN: Of course. 
1372
1373PALPATINE: I need your help, son. 
1374
1375ANAKIN: What do you mean? 
1376
1377PALPATINE: 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. 
1378
1379ANAKIN: I can assure you that the Jedi are dedicated to the values of the Republic, sir. 
1380
1381PALPATINE: Nevertheless, their actions will speak more loudly than their words. I'm depending on you. 
1382
1383ANAKIN: For what? I don't understand. 
1384
1385PALPATINE: To be the eyes, ears, and voice of the Republic . . . 
1386
1387ANAKIN thinks about this. 
1388
1389PALPATINE: (continuing) Anakin . . . I'm appointing you to be my personal representative on the Jedi Council. 
1390
1391ANAKIN: Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this. 
1392
1393PALPATINE: I think they will . . . they need you more than you know. 
1394
139581 INT. CORUSCANT-BAIL ORGANA'S OFFICE-DAY 
1396
1397PADME, BAIL ORGANA, and SENATORS MON MOTHMA, FANG ZAR, TERR TANEEL, and GIDDEAN DANU sit in Senator Organa 's office. 
1398
1399BAIL ORGANA: Now that he has control of the Jedi Council, the Chancellor has appointed Governors to oversee all star systems in the Republic. 
1400
1401FANG ZAR: When did this happen? 
1402
1403BAIL ORGANA: The decree was posted this morning. 
1404
1405PADME: Do you think he will dismantle the Senate? 
1406
1407MON MOTHMA: Why bother? As a practical matter, the Senate no longer exists. 
1408
1409GIDDEAN DANU: The constitution is in shreds. Amendment after amendment . . . executive directives, sometimes a dozen in one day. 
1410
1411BAIL ORGANA: We can't let a thousand years of democracy disappear without a fight. 
1412
1413EVERYONE looks at each other, a little worried at the implications of what was just said. 
1414
1415TERR TANEEL: What are you suggesting? 
1416
1417BAIL ORGANA: I apologize. I didn't mean to sound like a Separatist. 
1418
1419MON MOTHMA: We are not Separatists trying to leave the Republic. We are loyalists, trying to preserve democracy in the Republic. 
1420
1421BAIL ORGANA: It has become increasingly clear to many of us that the Chancellor has become an enemy of democracy. 
1422
1423PADME: 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. 
1424
1425GlDDEAN DANU: Senator, I fear you underestimate the amount of corruption that has taken hold in the Senate. 
1426
1427MON 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. 
1428
1429BAIL 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 . . . 
1430
1431PADME: Say no more. Senator Organa. I understand. At this point, it's better to leave some things unsaid. 
1432
1433BAIL ORGANA: Yes. I agree and we must not discuss this with anyone, without everyone in this group agreeing. 
1434
1435MON MOTHMA: That means those closest to you . . . even family ... no one can be told. 
1436
1437They ALL nod their heads. PADME considers this for a moment. 
1438
1439PADME: Agreed. 
1440
144182 INT. CORUSCANT-JEDI TEMPLE-HALLWAY OUTSIDE COUNCIL CHAMBERS-DAY 
1442
1443ANAKIN stands pensively in front of the Jedi Council Chambers. The door opens. 
1444
144583 INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-DAY 
1446
1447ANAKIN 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. 
1448
1449MACE: Anakin Skywalker, we have approved your appointment to the Council as the Chancellor's personal representative. 
1450
1451ANAKIN: I will do my best to uphold the principles of the Jedi Order. 
1452
1453YODA: Allow this appointment lightly, the Council does not. Disturbing is this move by Chancellor Palpatine. 
1454
1455ANAKIN: I understand. 
1456
1457MACE: You are on this Council, but we do not grant you the rank of Master. 
1458
1459Anakin reacts with anger. 
1460
1461ANAKIN: 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? 
1462
1463MACE: Take a seat, young Skywalker. 
1464
1465ANAKIN: Forgive me, Master. 
1466
1467ANAKIN goes and sits in one of the empty chairs. Everyone is embarrassed. KI-ADI-MUNDI WHO APPEARS AS A HOLOGRAM, speaks. 
1468
1469Kl-ADI-MUNDI: We have surveyed all systems in the Republic, and have found no sign of General Grievous. 
1470
1471YODA: Hiding in the Outer Rim, Grievous is. The outlying systems, you must sweep. 
1472
1473OBI-WAN: It may take some time . . . we do not have many ships to spare. 
1474
1475MACE: We cannot take ships from the front line. 
1476
1477OBI-WAN: And yet, it would be fatal for us to allow the droid armies to regroup. 
1478
1479YODA: Master Kenobi, our spies contact, you must, and then wait. 
1480
1481Kl-ADI-MUNDI: What about the droid attack on the Wookiees? 
1482
1483MACE: It is critical we send an attack group there, immediately! 
1484
1485OBI-WAN: He's right, that is a system we cannot afford to lose. It's the main navigation route for the southwestern quadrant. 
1486
1487ANAKIN: I know that system well. It would take us little time to drive the droids off that planet. 
1488
1489MACE: Skywalker, your assignment is here with the Chancellor, and Kenobi must find General Grievous. 
1490
1491YODA: Go, I will. Good relations with the Wookiees, I have. 
1492
1493MACE: It is settled then. Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all. 
1494
1495ANAKIN is disappointed. 
1496
149784 INT. CORUSCANT-JEDI TEMPLE-MASSIVE MAIN HALLWAY AND ALCOVE-LATE AFTERNOON 
1498
1499ANAKIN and OBI-WAN walk through one of the massive Jedi Temple hallways. ANAKIN is furious. 
1500
1501ANAKIN: 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! 
1502
1503OBI-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. 
1504
1505ANAKIN: I swear to you, I didn't ask to be put on the Council . . . 
1506
1507OBI-WAN: But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off. 
1508
1509ANAKIN: That has nothing to do with this. 
1510
1511OBI-WAN: Anakin, regardless of how it happened, you find yourself in a delicate situation. 
1512
1513ANAKIN: You mean divided loyalties. 
1514
1515OBI-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. 
1516
1517ANAKIN: The Council is upset I'm the youngest to ever serve. 
1518
1519OBI-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. 
1520
1521ANAKIN: Master, you of all people should have confidence in my abilities. I know where my loyalties lie. 
1522
1523OBI-WAN: I hope so . . . 
1524
1525ANAKIN: I sense there's more to this talk than you're saying. 
1526
1527OBI-WAN: Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you. 
1528
1529ANAKIN: And? 
1530
1531OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation. 
1532
1533ANAKIN: What situation? 
1534
1535OBI-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. 
1536
1537ANAKIN: They want me to spy on the Chancellor? That's treason! 
1538
1539OBI-WAN: We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not. 
1540
1541ANAKIN: Why didn't the Council give me this assignment when we were in session? 
1542
1543OBI-WAN: This assignment is not to be on record. The Council asked me to approach you on this personally. 
1544
1545ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here. 
1546
1547OBI-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. 
1548
1549ANAKIN: Master, the Senate demanded that he stay longer. 
1550
1551OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place. 
1552
1553ANAKIN: 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? 
1554
1555OBI-WAN: The Council is asking you. 
1556
155785 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY 
1558
1559A JEDI GUNSHIP heads for the huge Clone landing platform. 
1560
156186 INT. CORUSCANT-JEDI GUNSHIP-DAY 
1562
1563YODA, MACE, and OBI-WAN ride in the GUNSHIP as it heads for the Clone landing platform. Mace and Obi-Wan are sitting. 
1564
1565OBI-WAN : Anakin did not take to his assignment with much enthusiasm. 
1566
1567YODA: Too much under the sway of the Chancellor, he is. Much anger there is in him. Too much pride in his powers. 
1568
1569MACE: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him. 
1570
1571OBI-WAN: He'll be all right. I trust him with my life. 
1572
1573MACE:I wish I did. 
1574
1575OBI-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? 
1576
1577MACE: So the prophecy says. 
1578
1579YODA: A prophecy . . . that misread could have been. 
1580
1581OBI-WAN: He will not let me down. He never has. 
1582
1583YODA: I hope right you are. And now destroy the Droid armies on Kashyyyk, I will. May the Force be with you. 
1584
1585The 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. 
1586
158787 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET 
1588
1589Padme'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. 
1590
1591PADME: Thank you, Captain. 
1592
1593CAPTAIN TYPHO: Rest well. My Lady. 
1594
1595CAPTAIN 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. 
1596
1597PADME: I'll be up in a while. 
1598
1599MOTEE: Yes, my lady. 
1600
1601C-3PO stands, confused, as the HANDMAIDENS turn and exit. 
1602
1603C-3PO: Is there anything I might do for you, my lady? 
1604
1605PADME: Yes, make sure all the security droids are working. Thank you, Threepio. 
1606
1607The golden droid turns and exits. 
1608
1609PADME stands and watches the sunset. The SHADOWY FIGURE moves toward her. She senses something. 
1610
1611ANAKIN: Beautiful, isn't it? 
1612
1613PADME jumps and turns around. 
1614
1615PADME: You startled me. 
1616
1617He sits next to her on the bench. 
1618
1619ANAKIN: How are you feeling? 
1620
1621PADME: He keeps kicking. 
1622
1623ANAKIN: He?! Why do you think it's a boy? 
1624
1625PADME: (laughs) My motherly intuition. 
1626
1627She puts his hand on her belly. 
1628
1629ANAKIN: Whoa! With a kick that strong, it's got to be a girl. 
1630
1631They laugh. 
1632
1633PADME: I heard about your appointment. Anakin. I'm so proud of you. 
1634
1635ANAKIN: I may be on the Council, but . . . they refused to accept me as a Jedi Master. 
1636
1637PADME: Patience. In time, they will recognize your skills. 
1638
1639ANAKIN: They still treat me as if I were a Padawan learner. . . they fear my power, that's the problem. 
1640
1641PADME: Anakin . . . 
1642
1643ANAKIN: Sometimes, I wonder what's happening to the Jedi Order . . . I think this war is destroying the principles of the Republic. 
1644
1645PADME: Have you ever considered that we may be on the wrong side? 
1646
1647ANAKIN: (suspicious) What do you mean? 
1648
1649PADME: 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? 
1650
1651ANAKIN: I don't believe that. And you're sounding like a Separatist! 
1652
1653PADME: 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. 
1654
1655ANAKIN: (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! 
1656
1657PADME: What is it? 
1658
1659ANAKIN: Nothing. 
1660
1661PADME: Don't do this . . . don't shut me out. Let me help you. 
1662
1663ANAKIN: You can't help me . . . I'm trying to help you. 
1664
1665They look in each other's eyes. 
1666
1667ANAKIN: (continuing) I sense . . . there are things you are not telling me. 
1668
1669PADME is startled at this. 
1670
1671PADME: I sense there are things you are not telling me. 
1672
1673PADME smiles. ANAKIN is a little embarrassed. 
1674
1675PADME: (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. 
1676
167788 INT. CORUSCANT-GALAXIES OPERA HOUSE-NIGHT 
1678
1679ANAKIN lands his speeder and exits. 
1680ANAKIN runs up the stairs at the Galaxies Opera House. 
1681ANAKIN 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." 
1682
1683ANAKIN: You wanted to see me, Chancellor. 
1684
1685PALPATINE: 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. 
1686
1687ANAKIN: At last, we'll be able to capture that monster and end this war. 
1688
1689PALPATINE: 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. 
1690
1691ANAKIN: They try. 
1692
1693PALPATINE: Sit down, (to his aides) Leave us. 
1694
1695ANAKIN sits next to PALPATINE. The Chancellor leans over to him. 
1696
1697PALPATINE: (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. 
1698
1699ANAKIN: I'm not sure I understand. 
1700
1701PALPATINE: You must sense what I have come to suspect . . . the Jedi Council want control of the Republic . . . they're planning to betray me. 
1702
1703ANAKIN: I don't think . . . 
1704
1705PALPATINE: Anakin, search your feelings. You know, don't you? 
1706
1707ANAKIN: I know they don't trust you . . . 
1708
1709PALPATINE: Or the Senate . . . or the Republic . . . or democracy for that matter. 
1710
1711ANAKIN: I have to admit my trust in them has been shaken. 
1712
1713PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they? 
1714
1715ANAKIN doesn't say anything. He simply looks down. 
1716
1717PALPATINE: (continuing) They asked you to spy on me, didn't they? 
1718
1719ANAKIN: I don't know ... I don't know what to say. 
1720
1721PALPATINE: Remember back to your early teachings. Anakin. "All those who gain power are afraid to lose it." Even the Jedi. 
1722
1723ANAKIN: The Jedi use their power for good. 
1724
1725PALPATINE: 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. . . 
1726
1727ANAKIN: . . . evil. 
1728
1729PALPATINE: . . . 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. 
1730
1731ANAKIN: The Sith rely on their passion for their strength. They think inward, only about themselves. 
1732
1733PALPATINE: And the Jedi don't? 
1734
1735ANAKIN: The Jedi are selfless . . . they only care about others. 
1736
1737PALPATINE smiles. 
1738
1739PALPATINE: Or so you've been trained to believe. Why is it, then, that they have asked you to do something you feel is wrong? 
1740
1741ANAKIN: I'm not sure it's wrong. 
1742
1743PALPATINE: 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. 
1744
1745ANAKIN is deep in thought. 
1746
1747PALPATINE: (continuing) Did you ever hear the tragedy of Darth Plagueis "the wise"? 
1748
1749ANAKIN: No. 
1750
1751PALPATINE: 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. 
1752
1753ANAKIN: He could actually save people from death? 
1754
1755PALPATINE: The dark side of the Force is a pathway to many abilities some consider to be unnatural. 
1756
1757ANAKIN: What happened to him? 
1758
1759PALPATINE: 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. 
1760
1761ANAKIN: Is it possible to learn this power? 
1762
1763PALPATINE: Not from a Jedi. 
1764
176589 EXT. KASHYYYK-DAY 
1766
1767A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the HOLOGRAM AREA. 
1768
176990 INT. KASHYYYK-HOLOGRAM AREA-DAY 
1770
1771YODA and various JEDI speak via hologram. The discussion includes OBI-WAN, MACE, AGEN KOLAR, YODA- KI-ADI-MUNDI and PLO KOON. 
1772
1773Kl-ADI-MUNDI: (holo) Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents. 
1774
1775MACE: (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. 
1776
1777ANAKIN: A partial message was intercepted in a diplomatic packet from the Chairman of Utapau. 
1778
1779YODA: Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed. 
1780
1781OBI-WAN: Does everyone agree? 
1782
1783All the JEDI concur. 
1784
1785ANAKIN: The Chancellor has requested that I lead the campaign. 
1786
1787They all look at ANAKIN a bit disturbed. 
1788
1789MACE: (a little peeved) The Council will make up its own mind who is to go, not the Chancellor. 
1790
1791Kl-ADI-MUNDI: Yes, this decision is ours to make. 
1792
1793ANAKIN is embarrassed and becomes sullen. 
1794
1795YODA: A Master is needed, with more experience. 
1796
1797MACE: Given our resources, I recommend we send only one Jedi . . . Master Kenobi. 
1798
1799ANAKIN: He was not so successful the last time he met Grievous. 
1800
1801OBI-WAN throws ANAKIN a dirty look. 
1802
1803ANAKIN: (continuing) No offense, my Master, but I'm only stating a fact. 
1804
1805OBI-WAN: Oh no, you're quite right, but I do have the most experience with his ways of combat. 
1806
1807YODA: Obi-Wan, my choice is. 
1808
1809Kl-ADI-MUNDI: I concur. Master Kenobi should go. 
1810
1811YODA: I agree. 
1812
1813All the JEDI concur. 
1814
1815MACE: Very well. Council is adjourned. 
1816
1817ANAKIN is angry. 
1818
1819MACE: (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. 
1820
182191 INT. KASHYYYK-HOLOGRAM AREA-DAY 
1822
1823YODA gets out of his chair and walks to the edge of the platform. 
1824
1825CLONE COMMANDER GREE: The droids have started up their main power generators. 
1826
1827YODA: Then now the time is, Commander. 
1828
1829CLONE COMMANDER GREE: Yes, sir. 
1830
1831The battle begins. 
1832
183392 EXT. KASHYYYK-BEACH HEAD-DAY 
1834
1835A 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. 
1836
183793 EXT. CORUSCANT-PADME'S APARTMENT-EARLY MORNING 
1838
1839Padme's apartment building is surrounded by the smog-shrouded city of Coruscant. 
1840
184194 INT. CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING 
1842
1843PADME and OBI-WAN sit on one of the couches. 
1844
1845OBI-WAN: Has Anakin been to see you? 
1846
1847PADME: Several times . . . I was so happy to hear he was accepted on the Jedi Council. 
1848
1849OBI-WAN: I know ... he deserves it. He is impatient, strong willed, very opinionated, but truly gifted. 
1850
1851They laugh. 
1852
1853PADME: You're not just here to say hello. Something is wrong, isn't it? 
1854
1855OBI-WAN: You should be a Jedi, Padme. 
1856
1857PADME: You're not very good at hiding your feelings. 
1858
1859OBI-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. 
1860
1861PADME: Why would he talk to me about his work? 
1862
1863OBI-WAN studies her. 
1864
1865OBI-WAN: Neither of you is very good at hiding your feelings either. 
1866
1867PADME: Don't give me that look. 
1868
1869OBI-WAN: I know how he feels about you. 
1870
1871PADME: (nervous) What did he say? 
1872
1873OBI-WAN: Nothing. He didn't have to. 
1874
1875PADME is a little flustered. She stands and Obi-Wan follows. She walks to the balcony. 
1876
1877PADME: I don't know what you're talking about. 
1878
1879OBI-WAN: I know you both too well. I can see you two are in love. Padme, I'm worried about him. 
1880
1881PADME looks down and doesn't answer. 
1882
1883OBI-WAN: (continuing) I fear your relationship has confused him. He's changed considerably since we returned . . . 
1884
1885They 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. 
1886
1887OBI-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 . . . 
1888
1889PADME: Thank you, Obi-Wan. 
1890
1891OBI-WAN: Please do what you can to help him. 
1892
189395 INT. CORUSCANT-PADME'S APARTMENT-DAY 
1894
1895PADME, 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. 
1896
1897PADME: We cannot let this turn into another war. 
1898
1899BAIL ORGANA: Absolutely, that is the last thing we want. 
1900
1901MON MOTHMA: We are hoping to form an alliance in the Senate to stop the Chancellor from further subverting the constitution, that's all. 
1902
1903PADME: I know a Jedi I feel it would be wise to consult. 
1904
1905BANA BREEMU: That would be dangerous. 
1906
1907MON MOTHMA: We don't know where the Jedi stand in all this. 
1908
1909PADME: I only wish to discuss this with one . . . one I trust. 
1910
1911GiDDEAN DANU: Going against the Chancellor without the support of the Jedi is risky. 
1912
1913PADME: The Jedi aren't any happier with the situation than we are . . . 
1914
1915CHI EEKWAY: Patience, Senator. 
1916
1917FANG ZAR: We have so many Senators on our side, surely that will pursuade the Chancellor. 
1918
1919BANA BREEMU: When you present the "petition of the two thousand" to the Chancellor, things may change. 
1920
1921BAIL ORGANA: Let us see what we can accomplish in the Senate, before we include the Jedi. 
1922
1923PADME takes a deep breath in frustration and disappointment. 
1924
192596 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY 
1926
1927ANAKIN 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. 
1928
1929ANAKIN: You're going to need me on this one, Master. 
1930
1931OBI-WAN: Oh, I agree. However it may turn out just to be a wild bantha chase. 
1932
1933OBI-WAN starts to turn and leave. 
1934
1935ANAKIN: Master! 
1936
1937OBI-WAN stops and ANAKIN walks over to him. 
1938
1939ANAKIN: (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. 
1940
1941OBI-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. 
1942
1943OBI-WAN starts down the ramp, then turns back. 
1944
1945OBI-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. 
1946
1947ANAKIN: Well, there's always a first time. 
1948
1949OBI-WAN laughs. 
1950
1951They talk for a few more minutes before ANAKIN watches OBI-WAN depart. 
1952
1953ANAKIN: Obi-Wan, may the Force be with you. 
1954
1955OBI-WAN: Good-bye, old friend. May the Force be with you. 
1956
1957OBI-WAN heads down a ramp toward the waiting Republic cruiser. 
1958
195997 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY 
1960
1961The Republic cruiser lifts off and heads for space. 
1962
196398 INT. REPUBLIC BATTLE CRUISER-HANGAR-SPACE 
1964
1965CLONE 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. 
1966
1967CLONE COMMANDER CODY: Fortunately, most of the cities are concentrated on this small continent here . . . on the far side. 
1968
1969OBI-WAN: I'll keep them distracted until you get there. Just don't take too long. 
1970
1971CLONE COMMANDER CODY: Come on, boss, when have I ever let you down? 
1972
1973They laugh. 
1974
1975OBI-WAN: (laughing) Cato Nemoidia . . . for starters. 
1976
1977OBI-WAN climbs into his Jedi Fighter. 
1978
1979CLONE COMMANDER CODY: That was Anakin who was late. I believe. 
1980
1981OBI-WAN: Very well, the burden is on me not to destroy all the droids before you get there. 
1982
1983CLONE COMMANDER CODY: I'm counting on you. 
1984
198599 EXT. JEDI FIGHTER-SPACE 
1986
1987OBI-WAN blasts the BLUE JEDI FIGHTER out of the Republic Battle Cruiser and into the hyperspace ring. He heads for the planet Utapau. 
1988
1989100 EXT. CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY 
1990
1991The 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. 
1992
1993PALPATINE: Well, Anakin, did you see your friend off? 
1994
1995ANAKIN: He will soon have Grievous's head. 
1996
1997PALPATINE: We can only hope the Council didn't make a mistake. 
1998
1999ANAKIN: The Council was very sure in its decision. 
2000
2001They exit the landing platform. 
2002
2003101 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY 
2004
2005They enter the main hallway of the Senate Office Building. They pass SEVERAL SENATORS, including REPRESENTATIVE JAR JAR BINKS from Naboo. 
2006
2007JAR JAR: Helloo Annie. Good en to see yousa . . . 
2008
2009The Gungan waves to Anakin. 
2010
2011ANAKIN: Hi, Jar Jar. 
2012
2013JAR JAR: Oopsin da Chancellor!! So sorry, Your Highness, sir. 
2014
2015Anakin turns back to the Chancellor. 
2016
2017PALPATINE: There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment. 
2018
2019ANAKIN: Not fit? Why would anyone think that? 
2020
2021PALPATINE: They say his mind has become fogged by the influence of a certain female Senator. 
2022
2023ANAKIN: That's ridiculous. Who?!? 
2024
2025PALPATINE: (slyly) No one knows who she is ... only that she is a Senator. 
2026
2027ANAKIN: That's impossible. I would know. 
2028
2029PALPATINE: Sometimes the closest are the ones who cannot see. 
2030
2031ANAKIN becomes worried. 
2032
2033PALPATINE: (continuing) Idle Senate gossip is rarely true and never accurate. I'm sure your Master will do fine. 
2034
2035102 INT. POLIS MASSA-MEDICAL CENTER-DREAM 
2036
2037PADME calls out in pain. OBI-WAN is near her and softly speaks to her. 
2038
2039OBI-WAN: Save your energy. 
2040
2041PADME: I can't! 
2042
2043OBI-WAN: Don't give up, Padme. Don't give up . . . 
2044
2045103 INT. CORUSCANT-PADME'S APARTMENT-LANDING ROOM-DAY 
2046
2047ANAKIN is in the living room, working. He sits on the couch where Obi-Wan was sitting. PADME enters and crosses behind him. 
2048
2049ANAKIN: I sense someone familiar . . . Obi-Wan's been here, hasn't he? 
2050
2051PADME: He came by this morning. 
2052
2053ANAKIN: What did he want? 
2054
2055PADME looks at him for a moment. ANAKIN seems tense. 
2056
2057PADME: He's worried about you. 
2058
2059ANAKIN: You told him about us, didn't you? 
2060
2061She continues to walk to the bedroom, he follows. 
2062
2063PADME: He's your best friend, Anakin. He says you're under a lot of stress. 
2064
2065ANAKIN: And he's not? 
2066
2067PADME: You have been moody lately. 
2068
2069ANAKIN: I'm not moody . . . 
2070
2071PADME: Anakin! Don't do this again. 
2072
2073ANAKIN: I don't know ... I feel . . . lost. 
2074
2075PADME: Lost? What do you mean? You're always so sure of yourself. I don't understand. 
2076
2077ANAKIN: Obi-Wan and the Council don't trust me. 
2078
2079PADME: They trust you with their lives. Obi-Wan loves you as a son. 
2080
2081ANAKIN: 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. 
2082
2083PADME: You expect too much of yourself. 
2084
2085They stop in front of the window in the bedroom. ANAKIN puts his hand on her belly. 
2086
2087ANAKIN: I have found a way to save you. 
2088
2089PADME: Save me? 
2090
2091ANAKIN: From my nightmares. 
2092
2093PADME: Is that what's bothering you? 
2094
2095ANAKIN: I won't lose you, Padme. 
2096
2097PADME: I'm not going to die in childbirth, Annie. I promise you. 
2098
2099ANAKIN: 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. 
2100
2101PADME looks ANAKIN in the eye. 
2102
2103PADME: You don't need more power, Anakin. I believe you can protect me against anything, just as you are. 
2104
2105They embrace and kiss. 
2106
2107104 EXT. UTAPAU-SPACE 
2108
2109OBI-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. 
2110
2111105 INT. UTAPAU-LANDING PLATFORM-DAY 
2112
2113OBI-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. 
2114
2115TlON MEDON: Greetings, young Jedi. What brings you to our remote sanctuary? 
2116
2117OBI-WAN: Unfortunately, the war. 
2118
2119TlON MEDON: There is no war here unless you've brought it with you. 
2120
2121OBI-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. 
2122
2123A GROUND CREW rushes out and refuels Obi-Wan’s Fighter. TION MEDON leans close to OBI-WAN and speaks quietly. 
2124
2125TlON MEDON: He is here! We are being held hostage. They are watching us. 
2126
2127OBI-WAN: I understand. 
2128
2129TlON MEDON: The tenth level . . . thousands of Battle Droids . . . 
2130
2131OBI-WAN: Tell your people to take shelter. If you have warriors, now is the time. 
2132
2133OBI-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: 
2134
2135OBI-WAN: (continuing) Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact. 
2136
2137The little Astro Droid BEEPS a reply. 
2138
2139106 EXT. UTAPAU-OBSERVATION DECK-DAY 
2140
2141On 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. 
2142
2143TlON MEDON: I told you, all he wanted was fuel. 
2144
2145BODYGUARD: What was his name? 
2146
2147TlON MEDON: He didn't say. 
2148
2149They watch as the BLUE JEDI FIGHTER takes off. 
2150
2151107 INT. UTAPAU-LANDING PLATFORM-HALLWAY-DAY 
2152
2153OBI-WAN also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city. 
2154
2155108 EXT. UTAPAU STAIRWAY-SINKHOLE RIM-DAY 
2156
2157OBI-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. 
2158
2159109 INT. UTAPAU-CITY-DRAGON CORRAL-DAY 
2160
2161OBI-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. 
2162He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around. 
2163OBI-WAN walks up to the WRANGLERS and uses the Force with his slight hand movements. 
2164
2165OBI-WAN: I need transportation. 
2166
2167WRANGLER: (subtitled, in native tongue) You need transportation. 
2168
2169OBI-WAN: Get it for me. 
2170
2171WRANGLER: (subtitled, in native tongue) I will get it for you. 
2172
2173One 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. 
2174
2175OBI-WAN: This one. 
2176
2177The WRANGLER brings the chosen one over to him. 
2178
2179WRANGLER: Boga. She answers to Boga. 
2180
2181OBI-WAN: Good girl, Boga. 
2182
2183OBI-WAN swings onto the back of the LIZARD. The beast rears up and scurries outside to the edge of the sinkhole. 
2184
2185110 EXT. UTAPAU-SINKHOLE WALL-LIZARD-DAY 
2186
2187The 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. 
2188
2189111 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY 
2190
2191GENERAL 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. 
2192
2193GENERAL 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. 
2194
2195NUTE GUNRAY: Safe? Chancellor Palpatine managed to escape your grip, General, without Count Dooku. I have doubts about your ability to keep us safe. 
2196
2197GENERAL GRIEVOUS: Be thankful, Viceroy, you have not found yourself in my grip . . . Your ship is waiting. 
2198
2199OBI-WAN is deep in thought. 
2200
2201112 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY 
2202
2203The JEDI removes his cloak and jumps down behind the GENERAL. 
2204
2205OBI-WAN: Hello, there! 
2206
2207GENERAL GRIEVOUS: General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize you're doomed, (to droids) Kill him! 
2208
2209About a HUNDRED BATTLE DROIDS surround OBI-WAN, GENERAL GRIEVOUS, and his BODYGUARDS. OBI-WAN looks around, then walks right up to GENERAL GRIEVOUS. 
2210They stare at each other for a moment. 
2211
2212GENERAL GRIEVOUS: Enough of this. 
2213
2214The 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. 
2215OBI-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. 
2216
2217GENERAL GRIEVOUS: Back away. I will deal with this Jedi slime myself. 
2218
2219OBI-WAN: Your move. 
2220
2221GENERAL GRIEVOUS: You fool. I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi. 
2222
2223His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship. 
2224
2225OBI-WAN: You forget I trained the Jedi that defeated Count Dooku! 
2226
2227OBI-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. 
2228
2229OBI-WAN: I may not defeat your droids, but my troops certainly will. 
2230
2231GENERAL GRIEVOUS: Army or not, you must realize you are doomed. 
2232
2233OBI-WAN: I don't think so. 
2234
2235TWENTY 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. 
2236
2237113 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY 
2238
2239More CLONES rappel into the control center and blast away at the remaining DROIDS. 
2240The 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. 
2241
2242114 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY 
2243
2244The chase begins. Obi-Wan drops his lightsaber while riding Boga. 
2245
2246115 EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET 
2247
2248The sun is setting as the lights come on in the massive Senate Office Building. The sky is red. 
2249
2250116 INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET 
2251
2252PALPATINE 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. 
2253
2254PALPATINE: 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. 
2255
2256PADME: May I take it then, that there will be no further amendments to the Constitution? 
2257
2258PALPATINE: 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 . . . 
2259
2260PADME: You are pursuing a diplomatic solution to the war, then. 
2261
2262PALPATINE: You must trust me to do the right things, Senator. That is why I am here. 
2263
2264FANGZAR: But surely . . . 
2265
2266The Chancellor turns on FANG ZAR. 
2267
2268PALPATINE: I have said I will do what is right, that should be enough for your . . . committee. 
2269
2270PADME: On behalf of the "delegation of two thousand," I thank you, Chancellor. 
2271
2272PALPATINE: I thank you for bringing this to my attention, Senator. 
2273
2274PADME gives ANAKIN a frustrated look, then turns and exits with the other FIVE SENATORS. PALPATINE turns to ANAKIN. 
2275
2276PALPATINE: (continuing) Their sincerity is to be admired, although I sense there is more to their request than they are telling us. 
2277
2278ANAKIN: What do you mean? 
2279
2280PALPATINE: They are not to be trusted. 
2281
2282ANAKIN: Surely Senator Amidala can be trusted . . . 
2283
2284PALPATINE: 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. 
2285
2286ANAKIN: I'm sure you're mistaken. 
2287
2288PALPATINE: I'm surprised your Jedi insights are not more sensitive to such things. 
2289
2290ANAKIN: I simply don't sense betrayal in Senator Amidala. 
2291
2292PALPATINE studies ANAKIN carefully and gives him a skeptical look. 
2293
2294PALPATINE: Yes, you do, but you don't seem to want to admit it. There is much conflict in you, Anakin. 
2295
2296117 INT. CORUSCANT-JEDI WAR ROOM-EARLY EVENING 
2297
2298KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE COMMANDER CODY, and AAYLA SECURA talk via holograms. 
2299
2300CLONE COMMANDER CODY: Master Windu, may I interrupt? General Kenobi has made contact with General Grievous, and we 
2301have begun our attack. 
2302
2303MACE WlNDU: Thank you, Commander. Anakin, deliver this report to the Chancellor. His reaction will give us a clue to his 
2304intentions. 
2305
2306ANAKIN: Yes, Master. 
2307
2308ANAKIN leaves the room. COMMANDER CODY's hologram disappears. 
2309
2310MACE WINDU: I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor. 
2311
2312Kl-ADI-MUNDI: If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from 
2313office. 
2314
2315MACE 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 . . . 
2316
2317Kl-ADI-MUNDI: . . . and replace the Congress with Senators who are not filled with greed and corruption. 
2318
2319YODA: To a dark place this line of thought will carry us. Hmmmmm. . . . great care we must take. 
2320
2321118 INT. CORUSCANT-CHANCELLOR'S OFFICE-EARLY EVENING 
2322
2323ANAKIN brings news to PALPATINE. 
2324
2325ANAKIN: Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous. 
2326
2327PALPATINE: We can only hope that Master Kenobi is up to the challenge. 
2328
2329ANAKIN: I should be there with him. 
2330
2331PALPATINE: 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? 
2332
2333ANAKIN: 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. 
2334
2335PALPATINE: 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. 
2336
2337They walk into the hallway. 
2338
2339ANAKIN: How do you know the ways of the Force? 
2340
2341PALPATINE: My mentor taught me everything about the Force . . . even the nature of the dark side. 
2342
2343They stop. 
2344
2345ANAKIN: You know the dark side?!? 
2346
2347PALPATINE: 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. 
2348
2349ANAKIN: I won't be a pawn in your political game. The Jedi are my family. 
2350
2351PALPATINE: 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. 
2352
2353ANAKIN: What did you say? 
2354
2355PALPATINE: Use my knowledge, I beg you . . . 
2356
2357ANAKIN: You're a Sith Lord! 
2358
2359ANAKIN ignites his lightsaber. 
2360
2361PALPATINE: 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. 
2362
2363ANAKIN: You're wrong! 
2364
2365PALPATINE: Are you going to kill me? 
2366
2367ANAKIN: I would certainly like to. 
2368
2369PALPATINE: I know you would. I can feel your anger. It gives you focus, makes you stronger. 
2370
2371ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense moment, then ANAKIN relaxes, and then turns off his lightsaber. 
2372
2373ANAKIN: I am going to turn you over to the Jedi Council. 
2374
2375PALPATINE: 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? 
2376
2377ANAKIN: I will quickly discover the truth of all this. 
2378
2379PALPATINE: You have great wisdom, Anakin. Know the power of the dark side. The power to save Padme. 
2380
2381ANAKIN stares at him for a moment. 
2382PALPATINE turns and moves to his office. 
2383
2384PALPATINE: (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 . . . 
2385
2386PALPATINE sits behind his desk. 
2387
2388119 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY 
2389
2390OBI-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. 
2391
2392120 EXT. UTAPAU-MAIN CITY PLAZA-DAY 
2393
2394A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the DROID ARMY. 
2395
2396OBI-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. 
2397
2398GENERAL 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. 
2399
2400121 EXT. UTAPAU-WINDMILLS-DAY 
2401
2402GENERAL 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. 
2403
2404GENERAL GRIEVOUS: Prepare to move out of orbit. I will be up in a few moments. 
2405
2406OBI-WAN sizes up the situation, looking for a way to get to GENERAL GRIEVOUS. 
2407
2408The 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. 
2409
2410122 INT. UTAPAU-CITY TUNNEL SYSTEM-DAY 
2411
2412GENERAL 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. 
2413
2414123 EXT. UTAPAU-SECRET LANDING PLATFORM-DAY 
2415
2416Extending 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. 
2417
2418OBI-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. 
2419
2420OBI-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. 
2421
2422GENERAL 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. 
2423
2424The 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. 
2425
2426OBI-WAN: So uncivilized . . . 
2427
2428OBI-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. 
2429
2430124 INT. JEDI GUNSHIP-LANDING PLATFORM-EARLY EVENING 
2431
2432MACE 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. 
2433
2434ANAKIN: Master Windu, I must talk to you. 
2435
2436MACE 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. 
2437
2438ANAKIN: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord. 
2439
2440MACE WINDU: A Sith Lord? 
2441
2442ANAKIN: Yes. The one we have been looking for. 
2443
2444MACE WiNDU: How do you know this? 
2445
2446ANAKIN: He knows the ways of the Force. He has been trained to use the dark side. 
2447
2448MACE WiNDU: Are you sure? 
2449
2450ANAKIN: Absolutely. 
2451
2452MACE WiNDU: Then our worst fears have been realized. We must move quickly if the Jedi Order is to survive. 
2453
2454ANAKIN: Master, the Chancellor is very powerful. You will need my help if you are going to arrest him. 
2455
2456MACE 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. 
2457
2458ANAKIN: I must go, Master. 
2459
2460MACE WiNDU: No. If what you told me is true, you will have gained my trust, but for now remain here. 
2461
2462ANAKIN: Yes, Master. 
2463
2464MACE WiNDU: Wait for us in the Council Chamber until we return. 
2465
2466ANAKIN: Yes, Master. 
2467
2468ANAKIN watches as the JEDI leave in their ship. 
2469
2470125 INT. CORUSCANT-JEDI COUNCIL/PADME'S APARTMENT-EARLY EVENING 
2471
2472(INTERCUT) 
2473
2474PADME is alone in her apartment, thinking of Anakin. ANAKIN sits alone in the Jedi Council Chamber thinking of PADME. 
2475
2476PALPATINE: (V.O.) You do know, don't you, if the Jedi destroy me, any chance of saving her will be lost. 
2477
2478PADME: I truly, deeply love you. Before I die. I want you to know. 
2479
2480C-3PO: My Lady, are you. . . . Are you all right? 
2481
2482ANAKIN: I can't do this ... I can't let her die. 
2483
2484ANAKIN rushes out of the Council Chamber and to his speeder. The hangar door opens and he lifts off. 
2485
2486126 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-EARLY EVENING 
2487
2488The sky is still blue as a JEDI GUNSHIP lands on the Senate Office Building landing platform. 
2489FOUR 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. 
2490
2491127 INT. CORUSCANT-LOBBY TO CHANCELLOR'S OFFICE-EARLY EVENING 
2492
2493The 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. 
2494
2495128 INT. CORUSCANT-CHANCELLOR’S OFFICE-EARLY EVENING 
2496
2497MACE arrives with THREE JEDI to arrest PALPATINE. 
2498
2499PALPATINE: Master Windu. I take it General Grievous has been destroyed then. I must say, you're here sooner than expected. 
2500
2501MACE WINDU: In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor. 
2502
2503MACE WINDU and the other JEDI ignite their lightsabers. 
2504
2505PALPATINE: Are you threatening me, Master Jedi? 
2506
2507MACE: The Senate will decide your fate. 
2508
2509PALPATINE: (burst of anger) I am the Senate! 
2510
2511MACE: Not yet! 
2512
2513PALPATINE stands, a laser sword appears out of his cloak sleeve, and he spins toward the JEDI. 
2514
2515PALPATINE: It's treason, then. 
2516
2517A close shot of PALPATINE as the fight begins. Close shots of THREE JEDI getting cut down by PALPATINE. PALPATINE and MACE continue to fight. 
2518
2519Jedi 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. 
2520
2521ANAKIN lands his speeder, jumps out, and runs down a long corridor toward the Chancellor's office. 
2522
2523In 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. 
2524
2525They stop as MACE forces PALPATINE to drop his sword. PALPATINE and MACE start yelling at each other. 
2526
2527MACE WINDU: You are under arrest, My Lord. 
2528
2529PALPATINE: Anakin! I told you it would come to this. I was right. The Jedi are taking over. 
2530
2531MACE 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 . . . 
2532
2533PALPATINE: No! No! You will die! 
2534
2535PALPATINE raises his hands, and lightning bolts shoot out. They are blocked by MACE's lightsaber. PALPATINE is pushed back against the window sill. 
2536
2537PALPATINE: He is a traitor, Anakin. 
2538
2539MACE WlNDU: He's the traitor. Stop him! 
2540
2541PALPATINE: Come to your senses, boy. The Jedi are in revolt. They will betray you, just as they betrayed me. 
2542
2543MACE WlNDU: Aarrrrggghhhhh . . . 
2544
2545PALPATINE: You are not one of them, Anakin. Don't let him kill me. 
2546
2547MACE WlNDU: Aarrrrggghhhhh . . . 
2548
2549PALPATINE: I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him. 
2550
2551MACE WlNDU: Don't listen to him, Anakin. 
2552
2553PALPATINE: Help me! Don't let him kill me. I can't hold on any longer. Ahhhhhhh . . . ahhhhhhh . . . ahhhhhhh . . . 
2554
2555MACE 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. 
2556
2557PALPATINE: 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. 
2558
2559MACE WlNDU: You Sith disease. I am going to end this once and for all. 
2560
2561ANAKIN: You can't kill him, Master. He must stand trial. 
2562
2563MACE WlNDU: He has too much control of the Senate and the Courts. He is too dangerous to be kept alive. 
2564
2565PALPATINE: I'm too weak. Don't kill me. Please. 
2566
2567ANAKIN: It is not the Jedi way . . . 
2568
2569MACE raises his sword to kill the CHANCELLOR. 
2570
2571ANAKIN: (continuing) He must live . . . 
2572
2573PALPATINE: Please don't, please don't . . . 
2574
2575ANAKIN: I need him . . . 
2576
2577PALPATINE: Please don't . . . 
2578
2579ANAKIN: NO!!! 
2580
2581Just as MACE is about to slash PALPATINE, ANAKIN steps in and cuts off the Jedi's hand holding the lightsaber. 
2582
2583As MACE stares at ANAKIN in shock, PALPATINE springs to life. 
2584The 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. 
2585
2586PALPATINE: Power! Unlimited power! 
2587
2588His face has changed into a horrible mask of evil. ANAKIN looks on in horror. PALPATINE cackles. 
2589
2590ANAKIN: What have I done? 
2591
2592ANAKIN sits. 
2593
2594PALPATINE: You are fulfilling your destin, Anakin. Become my apprentice. Learn to use the dark side of the Force. 
2595
2596ANAKIN: I will do whatever you ask. 
2597
2598PALPATINE: Good. 
2599
2600ANAKIN: 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. 
2601
2602PALPATINE: To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret. 
2603
2604ANAKIN kneels before PALPATINE. 
2605
2606ANAKIN: I pledge myself to your teachings. To the ways of the Sith. 
2607
2608PALPATINE: Good. Good. The Force is strong with you. A powerful Sith you will become. Henceforth, you shall be known as Darth . . . Vader. 
2609
2610ANAKIN: Thank you. my Master. 
2611
2612PALPATINE: Rise, Darth Vader. 
2613
2614Palpatine moves over to his desk. 
2615
2616129 EXT. KASHYYYK-MEETING HALL-DAY 
2617
2618YODA winces, closes his eyes, and holds his head. He feels a disturbance in the Force. 
2619
2620130 INT. CORUSCANT-CHANCELLOR'S OFFICE-EVENING 
2621
2622PALPATINE is putting on his dark cloak: he is now fully DARTH SIDIOUS. 
2623
2624PALPATINE: 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. 
2625
2626ANAKIN: I agree. The Jedi's next move will be against the Senate. 
2627
2628PALPATINE: Every single Jedi, including your friend Obi-Wan Kenobi, is now an enemy of the Republic. You understand that, don't you? 
2629
2630ANAKIN: I understand, Master. 
2631
2632PALPATINE: 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. 
2633
2634ANAKIN: What about the other Jedi spread across the galaxy? 
2635
2636PALPATINE: 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. 
2637
2638131 INT. CORUSCANT-JEDI TEMPLE ENTRY-NIGHT 
2639
2640ANAKIN goes to the Jedi Temple with a battalion of Clone Troopers. 
2641
2642132 EXT. UTAPAU-TENTH LEVEL-LANDIXG PLATFORM-DAY 
2643
2644The battle between the CLONES and the DROIDS rages throughout the sinkhole. OBI-WAN rides up to CLONE COMMANDER CODY. 
2645
2646OBI-WAN: Commander, contact your troops. Tell them to move to the higher levels. 
2647
2648CLONE COMMANDER CODY: Very good, sir. 
2649
2650CLONE COMMANDER CODY starts to move away, then remembers something and returns to OBI-WAN. 
2651
2652CLONE COMMANDER CODY: (continuing) Oh, by the way, I think you'll be needing this. 
2653
2654He hands OBI-WAN his lightsaber, and the LIZARD rears up. 
2655
2656OBI-WAN: Thank you, Cody, (smiling) Now let's get a move on. We've got a battle to win here. 
2657
2658CLONE COMMANDER CODY: Yes, sir! 
2659
2660OBI-WAN and the LIZARD ride off down the wall of the giant sinkhole. 
2661The 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. 
2662
2663DARTH SlDIOUS: Commander Cody, the time has come. Execute Order Sixty-Six. 
2664
2665CLONE COMMANDER CODY: It will be done, My Lord. 
2666
2667The HOLOGRAM disappears, and CLONE COMMANDER CODY gestures to a nearby Clone Trooper. 
2668
2669CLONE COMMANDER CODY: Blast him! 
2670
2671The 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. 
2672OBI-WAN falls hundreds of feet to the bottom of the water-filled sinkhole. 
2673
2674133 EXT. MYGEETO-DAWN 
2675
2676The 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. 
2677
2678DARTH SlDIOUS: Commander 1138 . . . 
2679
2680CLONE COMMANDER BACARA: Yes, sir. 
2681
2682DARTH SlDIOUS: The time has come. Execute Order Sixty-Six. 
2683
2684CLONE COMMANDER BACARA: It will be done, My Lord. 
2685
2686DARTH 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. 
2687
2688134 EXT. FELUCIA-FOREST-DAY 
2689
2690A 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. 
2691
2692AAYLA: Steady. . . . steady . . . 
2693
2694They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi. 
2695
2696AAYLA: (continuing) Bly, do you think they're Droids? 
2697
2698BLY: No. 
2699
2700BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground. 
2701
2702Another 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. 
2703
2704135 EXT. KASHYYYK-MEETING HALL-DAY 
2705
2706YODA drops his gimer stick, clutches his chest, and rests against a wall. 
2707
2708136 EXT. KASHYYYK-EDGE OF VILIAGE-DAY 
2709
2710The 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. 
2711
2712The 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. 
2713The cannon fires, and QUINLAN VOS and the CLONES disappear in a huge EXPLOSION. 
2714
2715137 INT. CATO NEIMOIDIA-COCKPIT CLONE FIGHTER-DAY 
2716
2717The CLONE PILOT watches a hologram of DARTH SIDIOUS. 
2718
2719DARTH SIDIOUS: Execute Order Sixty-Six. 
2720
2721CLONE PILOT: It will be done, My Lord. 
2722
2723138 INT. CATO NEIMOIDIA-JEDI STARFIGHTER-DAY 
2724
2725PLO KOON heads his ship toward a battle on a landing platform. 
2726
2727PLO KOON: There they are. Land on the nearest platform. 
2728
2729139 EXT. CATO XEIMOIDIA-JEDI STARFIGHTER-DAY 
2730
2731The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky. 
2732
2733140 EXT. SALEUCAMI-FOREST 
2734
2735Three 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. 
2736
2737141 INT. CORUSCANT-CHANCELLOR'S OFFICE-NIGHT 
2738
2739DARTH 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. 
2740
2741CLONE COMMANDER GREE: Yes, My Lord. 
2742
2743DABTH SIDIOUS: The time has come. Execute Order Sixty-Six. 
2744
2745142 EXT. KASHYYYK-MEETING HALL BALCONY-DAY 
2746
2747A 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. 
2748
2749CLONE COMMANDER GREE: It will be done, My Lord. 
2750
2751CLONE COMMANDER GREE snaps his comlink shut. 
2752
2753YODA 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. 
2754
2755But 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. 
2756
2757143 EXT. CORUSCANT-JEDI TEMPLE-NIGHT 
2758
2759A JEDI is surrounded and gunned down by CLONE TROOPERS. 
2760
2761144 INT. CORUSCANT-JEDI TEMPLE-NIGHT 
2762
2763ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI. 
2764He exits Shaak Ti's room and enters a hallway, where the battle is taking place. 
2765
2766145 INT. CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT 
2767
2768ANAKIN enters a room full of YOUNGLINGS huddled in a corner. 
2769
2770YOUNGLINGS: Master Skywalker, there are too many of them. What are we going to do? 
2771
2772ANAKIN looks back at them with a stern expression on his face and ignites his lightsaber. 
2773
2774146 INT. CORUSCANT-PADME'S APARTMENT-PRE-DAWN 
2775
2776C-3PO and PADME look out the apartment window. 
2777
2778C-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. 
2779
2780PADME bursts into tears. 
2781
2782147 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN 
2783
2784The 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. 
2785
2786148 EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-PRE-DAWN 
2787
2788The 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. 
2789
2790BAIL ORGANA: What's going on here?!? 
2791
2792CLONE SERGEANT: There's been a rebellion. Don't worry, sir, the situation is under control. 
2793
2794The CLONES bar the Senator from entering the Temple. 
2795
2796CLONE SERGEANT: (continuing) I'm sorry, sir. No one is allowed entry. 
2797
2798The CLONES point their guns at BAIL and cock them. 
2799
2800CLONE SERGEANT: (continuing) It's time for you to leave, sir. 
2801
2802BAIL ORGANA: And so it is. 
2803
2804BAIL 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. 
2805
2806CLONE COMMANDER APPO: Get him! Shoot him! 
2807
2808SEVERAL CLONES start firing at BAIL. The Senator jumps for cover behind his Speeder, starting the engines and pulling out his laser 
2809pistol. 
2810
2811The YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot. 
2812
2813The Speeder takes off with BAIL clinging to the side. The CLONES fire at it as it disappears into the cityscape. 
2814
2815149 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN 
2816
2817BAIL 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. 
2818
2819150 EXT. UTAPAU-UNDERWATER SINKHOLE-DAY 
2820
2821The 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. 
2822
2823151 EXT. UTAPAU-UNDERWATER CAVES-DAY 
2824
2825OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall. 
2826
2827OBI-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. 
2828
2829The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water. 
2830
2831The 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. 
2832
2833152 EXT. KASHYYYK-LAKE ON VILLAGE EDGE-DUSK 
2834
2835CLONES 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. 
2836
2837AT-ST CLONE SERGEANT: Everyone out of there! 
2838
2839A 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. 
2840
2841CREATURE: Wookiee good . . . eat Wookiee. (crazy little laugh) 
2842
2843CLONE SERGEANT: Did you find something? 
2844
2845CREATURE: It's nothing, nothing. (laughs) 
2846
2847CLONE SERGEANT: It's nothing, nothing. All these Wookiees are dead. Move to the east. 
2848
2849CLONE TROOPER: Yes, sir. 
2850
2851Suddenly, CHEWBACCA climbs up behind the AT-ST CLONE, dripping wet, and throws the CLONE SERGEANT into the water. CHEWIE BARKS. 
2852
2853CREATURE: Right you are, Chewbacca. Faster that will be. 
2854
2855TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda. 
2856
2857YODA: Stink, this mud does. A moment to bathe, give me. 
2858
2859YODA, 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. 
2860
2861YODA: (continuing) Not far, are we, from the emergency ship. Quickly . . . 
2862
2863YODA 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. 
2864
2865153 EXT. KASHYYYK-HILLS OVERLOOKING LAKE-DUSK 
2866
2867The 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. 
2868The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod. 
2869
2870YODA: Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have. 
2871
2872The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky. 
2873
2874154 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY 
2875
2876BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS. 
2877
2878ROYAL GUARD: Identification . . . 
2879
2880BAIL ORGANA: Senator Bail Organa of Alderaan. 
2881
2882BAIL 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. 
2883
2884155 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY 
2885
2886The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky. 
2887
2888156 INT ALDERAAN-STARCRUISER-HALLWAY-DAY 
2889
2890BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS. 
2891
2892BAIL ORGANA: Were you able to get hold of a Jedi homing beacon? 
2893
2894CAPTAIN ANTILLES: Yes, sir. We've encountered no opposition. The clones are still a bit confused. It appears no one is in command. 
2895
2896BAIL ORGANA: That will change soon. Hopefully we will be able to intercept a few Jedi before they walk into this catastrophe. 
2897
2898157 EXT. UTAPAU-SINKHOLE WALL-LATE DAY 
2899
2900OBI-WAN hides from a group of CLONE TROOPERS. 
2901
2902CLONE CAPTAIN: Did you find Kenobi? 
2903
2904CLONE TROOPER: No one could have survived that fall. 
2905
2906He watches them pass. 
2907
2908CLONE CAPTAIN: Start loading your men on the ship. 
2909
2910CLONE TROOPER: Yes, sir. 
2911
2912OBI-WAN tries to sneak back to the secret platform, down a flight of stairs. 
2913
2914158 EXT. UTAPAU-SECRET LANDING PLATFORM-LATE DAY 
2915
2916OBI-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. 
2917
2918159 EXT. UTAPAU-SPACE 
2919
2920OBI-WAN flies away from the planet Utapau in General Grievous's tiny Starfighter. 
2921
2922160 INT. GENERAL GRIEVOUS'S STARFIGHTER-SPACE 
2923
2924OBI-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. 
2925
2926OBI-WAN: Emergency Code Nine Thirteen ... I have no contact on any frequency. Are there any Jedi out there? . . . anywhere . . . 
2927
2928A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears. 
2929
2930BAIL: (hologram) . . . Kenobi . . . 
2931
2932OBI-WAN: (continuing) I've locked on. Repeat. 
2933
2934The FUZZY HOLOGRAM image comes into focus, and it is BAIL ORGANA. 
2935
2936BAIL ORGANA: Master Kenobi?? 
2937
2938OBI-WAN: Senator Organa! My Clone Troops turned on me ... I need help. 
2939
2940BAIL ORGANA: We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates. 
2941
2942161 INT. CORUSCANT-PADME’SAPARTMENT-PRE-DAWN 
2943
2944PADME stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom. 
2945
2946C-3PO: My Lady, there's a Jedi fighter docking on the veranda. 
2947
2948PADME turns and rushes to the bedroom. 
2949
2950162 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN 
2951
2952THREEPIO walks out to ANAKIN's ship and talks with ARTOO. ARTOO beeps. 
2953
2954THREEPIO: Hush! Not so loud! 
2955
2956PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER. They embrace. 
2957
2958PADME: Are you all right? I heard there was an attack on the Jedi Temple . . . you can see the smoke from here. 
2959
2960ANAKIN: I'm fine. I'm fine. I came to see if you and the baby are safe. 
2961
2962PADME: Captain Typho's here, we're safe. What's happening? 
2963
2964C-3PO continues to talk to R2-D2 on the GREEN FIGHTER. 
2965
2966C-3PO: What is going on? 
2967
2968ARTOO SQUEAKS and BEEPS. 
2969
2970C-3PO: (continuing) You can't be anymore confused than I am. 
2971
2972ANAKIN: The situation is not good. The Jedi have tried to overthrow the Republic . . . 
2973
2974PADME: I can't believe that! 
2975
2976ANAKIN: I couldn't either at first, but it's true. I saw Master Windu attempt to assassinate the Chancellor myself. 
2977
2978C-3PO leans over and whispers to ARTOO. 
2979
2980C-3PO: Something important is going on! I heard a rumor they are going to banish all droids. 
2981
2982ARTOO BEEPS rather loudly. C-3PO puts his fingers to his lips. 
2983
2984C-3PO: (continuing) Shhhhhh . . . not so loud. 
2985
2986ARTOO BEEPS quietly. 
2987
2988C-3PO: (continuing) Whatever it is, we'll be the last to know. 
2989
2990PADME: Anakin, what are you going to do? 
2991
2992ANAKIN looks down for a moment and then walks away from Padme. 
2993
2994ANAKIN: I will not betray the Republic . . . my loyalties lie with the Chancellor and with the Senate . . . and with you. 
2995
2996ANAKIN turns and walks back to Padme. 
2997
2998PADME: What about Obi-Wan? 
2999
3000ANAKIN: I don't know . . . Many Jedi have been killed. We can only hope that he's remained loyal to the Chancellor. 
3001
3002PADME: How could this have happened? 
3003
3004ANAKIN: 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. 
3005
3006PADME stands and reacts ever so slightly. 
3007
3008PADME: What are you saying? 
3009
3010ANAKIN: You need to distance yourself from your friends in the Senate. The Chancellor said they will be dealt with when this conflict is over. 
3011
3012PADME: What if they start an inquisition? I've opposed this war. What will you do if I become a suspect? 
3013
3014ANAKIN: That won't happen. I won't let it. 
3015
3016PADME: Oh, Anakin, I'm afraid. 
3017
3018ANAKIN takes PADME in his arms. 
3019
3020ANAKIN: 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. 
3021
3022They kiss. 
3023
3024ANAKIN: (continuing) Please, wait for me. 
3025
3026PADME: I will. 
3027
3028ANAKIN gets into his Fighter as THREEPIO backs away. 
3029
3030C-3PO: (to Artoo) Well, he is under a lot of stress, Artoo. 
3031
3032ARTOO beeps. 
3033
3034C-3PO: (continuing) Take care, my little friend. 
3035
3036ARTOO 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. 
3037
3038C-3PO: (continuing) My Lady, is there anything I might do? 
3039
3040PADME: No thank you, Threepio. 
3041
3042G-3PO: A snack, perhaps? 
3043
3044PADME: No. 
3045
3046THREEPIO starts to move off. 
3047
3048C-3PO: I feel so helpless. 
3049
3050163 EXT. ALDERAAN-STARCRUISER-SPACE 
3051
3052OBI-WAN's ship docks with Bail Organa's Starcruiser. 
3053
3054164 INT. ALDERAAN-STARCRUISER-HALLWAY-DAY 
3055
3056The door to the main hallway slides open. OBI-WAN enters and is greeted by YODA and BAIL ORGANA. The three walk down the hallway. 
3057
3058BAIL ORGANA: You made it. 
3059
3060YODA: Master Kenobi, dark times are these. Good to see you. it is. 
3061
3062OBI-WAN: You were attacked by your Clones, also? 
3063
3064YODA: With the help of the Wookiees, barely escape, I did. 
3065
3066OBI-WAN: How many other Jedi managed to survive? 
3067
3068YODA: Heard from no one, have we. 
3069
3070BAIL ORGANA: I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda. 
3071
3072OBI-WAN: Have we had any contact from the Temple? 
3073
3074YODA: Received a coded retreat message, we have. 
3075
3076BAIL ORGANA: It requests all Jedi to return to the Temple. It says that the war is over . . . 
3077
3078OBI-WAN: Well, then we must go back! If there are other stragglers, they will fall into the trap and be killed. 
3079
3080BAIL ORGANA: It's too dangerous to return. 
3081
3082YODA: Suggest dismantling the coded signal, do you? 
3083
3084OBI-WAN: Yes, Master. There is too much at stake here, and we need a clearer picture of what has happened. 
3085
3086YODA: I agree. In a dark place we find ourselves ... a little more knowledge might light our way. 
3087
3088165 EXT. MUSTAFAR-LAVA FIELDS-DAY 
3089
3090Workers move across the lava beds, gathering the magma. A column of aliens riding giant MUSTAFAR FLEAS marches forward. 
3091
3092166 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY 
3093
3094A HOLOGRAM of DARTH SIDIOUS is in the center of the room. NUTE GUNRAY and the REST OF THE SEPARATIST COALITION watch SIDIOUS. 
3095
3096NUTE GUNRAY: The plan has gone as you had promised, My Lord. 
3097
3098DARTH SIDIOUS: You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you. 
3099
3100The hologram disappears. 
3101
3102167 INT. CRUISER-COCKPIT 
3103
3104The Republic Cruiser heads toward Coruscant. OBI-WAN, BAIL, YODA, and TWO PILOTS sit in the cockpit. 
3105
3106PILOT: We are receiving a message from the Chancellor's office, sir. 
3107
3108BAIL ORGANA: Send it through. 
3109
3110PILOT: Yes, sir. 
3111
3112The PILOT pushes some buttons. MAS AMEDDA appears on screen. 
3113
3114MAS AMEDDA: Senator Organa . . . the Supreme Chancellor of the Republic requests your presence at a special session of Congress. 
3115
3116BAIL ORGANA: Tell the Chancellor I will be there. 
3117
3118MAS AMEDDA: Very well. He will be expecting you. 
3119
3120MAS AMEDDA's image disappears from the screen. 
3121
3122BAIL ORGANA: It could be a trap. 
3123
3124OBI-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. 
3125
3126YODA: If a special session of Congress there is, easier for us to enter the Jedi Temple it will be. 
3127
3128168 EXT. CORUSCANT-SENATE LANDING PLATFORM-LATE DAY 
3129
3130OBI-WAN, BAIL, and YODA land on Coruscant. The elevator door opens, and they step out. 
3131
3132GUARD: Welcome back, Senator. May I see your clearance? 
3133
3134BAIL ORGANA: Certainly. 
3135
3136GUARD: Thank you, you may proceed. We will take custody of the Jedi. 
3137
3138OBI-WAN: It would be better if we stayed with the Senator. 
3139
3140GUARD: It would be better if they stayed with you. 
3141
3142BAIL and his AIDES go into the Senate. YODA and OBI-WAN head for the Jedi Temple. 
3143
3144169 EXT. MUSTAFAR-JEDI STARFIGHTER-SPACE 
3145
3146ANAKIN's Jedi Starfighter heads for the hazy blood-red planet of Mustafar. 
3147
3148170 EXT. MUSTAFAR-LANDING PLATFORM-DAY 
3149
3150ANAKIN 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. 
3151
3152ANAKIN: Artoo . . . stay with the ship. 
3153
3154ARTOO lets out a sad little BEEP and moves back toward the ship. 
3155
3156171 EXT. MUSTAFAR-LANDING PLATFORM-DAY 
3157
3158ANAKIN, putting on his hood, walks across a walkway upon arriving on Mustafar. 
3159
3160172 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY 
3161
3162ANAKIN appears in the doorway of the control center. 
3163
3164NUTE GUNRAY: Welcome, Lord Vader. We've been expecting you. 
3165
3166Everyone 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. 
3167
3168173 EXT. CORUSCANT-JEDI TEMPLE-LATE DAY 
3169
3170Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze. 
3171
3172174 INT. CORUSCANT-JEDI TEMPLE-MAIN ENTRANCE-LATE DAY 
3173
3174A 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. 
3175
3176OBI-WAN: There are several battalions of Clone Troopers on every level. Many are dressed as Jedi. 
3177
3178YODA: Dismantle the coded signal quickly. That group back there, soon discovered will be. 
3179
3180175 EXT. CORUSCANT-SENATE BUILDING-SUNSET 
3181
3182The awesome Senate Building looms over the city. The endless traffic continues to clutter the skyline. 
3183
3184176 INT. CORUSCANT-SENATE CHAMBER-SUNSET 
3185
3186The 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. 
3187
3188PALPATINE: . . . and the Jedi Rebellion has been foiled. 
3189
3190BAIL ORGANA: I was held up. What's happening? 
3191
3192PADME: The Chancellor has been elaborating on a plot by the Jedi, to overthrow the Senate. 
3193
3194BAIL ORGANA: That's not true! 
3195
3196PADME: He's been presenting evidence all afternoon. 
3197
3198BAIL ORGANA: And the Senate will go along with it, just like they always do. 
3199
3200PALPATINE: The remaining Jedi will be hunted down and defeated. (applause) Any collaborators will suffer the same fate. 
3201
3202(applause) 
3203
3204These have been trying times, but we have passed the test. 
3205
3206177 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-SUNSET 
3207
3208YODA 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. 
3209YODA and OBI-WAN walk through the ruins of the Temple until they come across the bodies of some students. 
3210
3211OBI-WAN: Not even the younglings survived. 
3212
3213YODA: Killed not by clones, this Padawan. By a lightsaber, he was. 
3214
3215OBI-WAN: . . .Who?? Who could have done this? 
3216
3217178 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY 
3218
3219ANAKIN 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. 
3220
3221ANAKIN, 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. 
3222
3223Then POGGLE THE LESSER loses his head; WAT TAMBOR, SHU MAI, and the REST OF THE SEPARATISTS run into the conference room. 
3224
3225179 INT. CORUSCANT-SENATE CHAMBER-SUNSET 
3226
3227PALPATINE: The attempt on my life has left me scarred and deformed, but I assure you my resolve has never been stronger. 
3228
3229Applause. 
3230
3231180 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY 
3232
3233In the hallway, ANAKIN cuts down DROIDS and SEPARATISTS alike. He is unstoppable. ANAKIN turns his head-his eyes are yellow. 
3234
3235181 INT. CORUSCANT-SENATE CHAMBER-SUNSET 
3236
3237PALPATINE continues his speech at the podium. 
3238
3239PALPATINE: 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. 
3240
3241There is a long period of APPLAUSE. 
3242
3243PADME: Well, this is the moment we discover if he intends to return the Republic to a democracy. 
3244
3245PALPATINE: 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. 
3246
3247There is a loud, sustained CHEER from the Senate. BAIL ORGANA and PADME sit, dumbfounded. 
3248
3249PALPATINE: (continuing) An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . . 
3250
3251The Senate CHEERS again. BAIL and PADME are devastated. PADME begins to cry. 
3252
3253PALPATINE: (continuing) An empire ruled by the majority . . . Ruled by a new constitution . . . 
3254
3255The Senate APPLAUDS. 
3256
3257PADME: So this is how liberty dies, with thunderous applause . . . 
3258
3259BAIL ORGANA: We cannot let this happen. 
3260
3261He starts to stand up. PADME stops him. 
3262
3263PADME: Not now! There will be a time. 
3264
3265182 INT. MUSTAFAR-MAIN CONTROL CENTER-CONFERENCE ROOM-DAY 
3266
3267After 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. 
3268
3269RUNE HAAKO: Stop! Enough, this is not right! 
3270
3271RUNE 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. 
3272
3273183 INT. MUSTAFAR-MAIN CONTROL CENTER-HALLWAY-DAY 
3274
3275NUTE GUNRAY is the last Separatist leader alive. ANAKIN moves on to find NUTE GUNRAY hiding in an alcove. 
3276
3277NUTE GUNRAY: The war is over. Lord Sidious promised us peace ... we only want . . . 
3278
3279NUTE GUNRAY is cut down in midsentence. 
3280
3281184 INT. CORUSCANT-JEDI TEMPLE-COMPUTER ROOM-NIGHT 
3282
3283OBI-WAN stands in a large computer area as YODA looks on, in the hatchway to the Main Control Center. 
3284
3285OBI-WAN: I've recalibrated the code warning all surviving Jedi to stay away. 
3286
3287YODA: Good . . . For the Clones to discover the recalibration, a long time it will take. To change it back, longer still. Hurry. 
3288
3289185 INT. CORUSCANT-JEDI TEMPLE-CONTROL CENTER-NIGHT 
3290
3291OBI-WAN enters the Main Control Center with YODA and heads for the hologram area. 
3292
3293OBI-WAN: Wait, Master. There is something I must know . . . 
3294
3295YODA: If into the security recordings you go, only pain will you find. 
3296
3297OBI-WAN: I must know the truth, Master. 
3298
3299OBI-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. 
3300
3301OBI-WAN: (continuing) It can't be . . . It can't be . . . 
3302
3303As ANAKIN surveys the carnage, a DARK-ROBED SITH LORD enters. ANAKIN turns to DARTH SIDIOUS and kneels before him. 
3304
3305ANAKIN: The traitors have been taken care of, Lord Sidious. 
3306
3307DARTH SlDIOUS: Good . . . good . . . You have done well, my new apprentice. Do you feel your power growing? 
3308
3309ANAKIN: Yes, My Master. 
3310
3311DARTH SlDIOUS: Now, Lord Vader, now go and bring peace to the Empire. 
3312
3313OBI-WAN watches in horror. Tears well up in his eyes. 
3314
3315OBI-WAN: I can't watch any more. 
3316
3317OBI-WAN switches off the hologram. The TWO JEDI stand in silence for a few moments. 
3318
3319YODA: Destroy the Sith, we must. 
3320
3321OBI-WAN: Send me to kill the Emperor. I will not kill Anakin. 
3322
3323YODA: To fight this Lord Sidious, strong enough, you are not. 
3324
3325OBI-WAN: He is like my brother ... I cannot do it. 
3326
3327YODA: Twisted by the dark side, young Skywalker has become. The boy you trained, gone he is . . . Consumed by Darth Vader. 
3328
3329OBI-WAN: How could it have come to this? 
3330
3331YODA: To question, no time there is. 
3332
3333OBI-WAN: I do not know where the Emperor has sent him. I don't know where to look. 
3334
3335YODA: Use your feelings, Obi-Wan, and find him, you will. Visit the new Emperor, my task is. May the Force be with you. 
3336
3337OBI-WAN: May the Force be with you, Master Yoda. 
3338
3339186 INT. CORUSCANT-PADME'S APARTMENT-AFTERNOON 
3340
3341A DC0052 Intergalactic Speeder pulls up to the veranda landing of Padme's apartment. 
3342
3343187 EXT. CORUSCANT -PADME'S APARTMENT-VERANDA-AFTERNOON 
3344
3345The 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. 
3346
3347C-3PO: Hello, might I help you . . . Oh, it's you, Master Kenobi. Come in, quickly. 
3348
3349The security curtain disappears, and the FIGURE lifts his hood. It is OBI-WAN. The alarm stops sounding. 
3350
3351OBI-WAN: Has Anakin been here . . . ? 
3352
3353C-3PO: Yes . . . right after the attack on the Jedi Temple. 
3354
3355PADME comes down the stairs in a robe. THREEPIO leaves. 
3356
3357PADME: Master Kenobi . . . 
3358
3359She embraces Obi-Wan. 
3360
3361PADME: (continuing) Oh, Obi-Wan, thank goodness . . . you're alive. 
3362
3363OBI-WAN: The Republic has fallen. Padme . . . The Jedi Order is no more . . . 
3364
3365PADME: I know, it's hard to believe everything to which we've dedicated our lives is gone. 
3366
3367OBI-WAN: I believe we have been part of a plot hundreds of years in the making. 
3368
3369PADME: The Senate is still intact, there is some hope. 
3370
3371OBI-WAN: No. Padme . . . It's over . . . The Sith now rule the galaxy as they did before the Republic. 
3372
3373PADME: The Sith!?! 
3374
3375OBI-WAN: I'm here looking for Anakin . . . When was the last time you saw him? 
3376
3377PADME: Yesterday. 
3378
3379OBI-WAN: And do you know where he is now? 
3380
3381PADME: (looks down) No. 
3382
3383OBI-WAN: Padme, I need your help. He's in grave danger. 
3384
3385PADME: From the Sith? 
3386
3387OBI-WAN: From himself . . . Padme, Anakin has turned to the dark side. 
3388
3389PADME: You're wrong! How could you even say that? 
3390
3391OBI-WAN: I have seen a security hologram of him killing younglings. 
3392
3393PADME: Not Anakin! He couldn't! 
3394
3395OBI-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. 
3396
3397PADME: I don't believe you ... I can't. 
3398
3399OBI-WAN: Padme, I must find him. 
3400
3401PADME: You're going to kill him, aren't you? 
3402
3403OBI-WAN: He has become a very great threat. 
3404
3405As PADME moves to sit down, she reveals her pregnancy. 
3406
3407PADME: I can't . . . 
3408
3409OBI-WAN: Anakin is the father, isn't he? 
3410
3411PADME looks away. 
3412
3413OBI-WAN: (continuing) I'm so sorry. 
3414
3415OBI-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. 
3416
3417188 INT. MUSTAFAR-LANDING PLATFORM-DAY 
3418
3419R2-D2 waits forlornly for his Master in front of the Jedi Starfighter. 
3420
3421189 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY 
3422
3423ANAKIN surveys the slaughter with a crazed look in his eyes. 
3424
3425190 INT. MUSTAFAR-CONTROL CENTER-BALCONY-DAY 
3426
3427ANAKIN stares out at Mustafar, standing on the control room balcony. 
3428
3429191 EXT. CORUSCANT-LANDING PLATFORM-SUNSET 
3430
3431A 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. 
3432
3433CAPTAIN TYPHO: My Lady, let me come with you. 
3434
3435PADME: There is no danger. The fighting is over, and . . . this is personal. 
3436
3437TYPHO bows. 
3438
3439CAPTAIN TYPHO: As you wish, My Lady . . . but I strongly disagree. 
3440
3441PADME: I'll be all right, Captain. 
3442
3443He goes to the speeder and gets in. 
3444
3445PADME: (continuing) This is something I must do myself. Besides, Threepio will look after me. 
3446
3447C-3PO: Oh, dear. 
3448
3449TYPHO 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. 
3450
3451192 INT. NABOO SKIFF 
3452
3453THREEPIO chatters away as PADME breaks down in tears, the painful reality sinking in. 
3454
3455C-3PO: Green light. Do you know that I think I'm beginning to get the hang of this flying business. 
3456
3457OBI-WAN stows away on Padme's ship. The ship lifts from the landing platform and heads into the traffic lanes. 
3458
3459193 INT. CORUSCANT-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-SUNSET 
3460
3461A HOLOGRAM OF ANAKIN appears before PALPATINE in his office at the bottom of the Senate Arena. 
3462
3463DARTH VADER: The Separatists are taken care of, My Master. 
3464
3465DARTH SlDIOUS: It is finished, then. You have restored peace and justice to the galaxy. You have done well, Lord Vader. 
3466
3467DARTH VADER: Thank you, My Master. 
3468
3469194 INT. MUSTAFAR-COXFERENCE ROOM-DAY 
3470
3471A Hologram of Sidious speaks with Anakin in the Mustafar control room. 
3472
3473DARTH 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. 
3474
3475DARTH VADER: Very good, My Lord. 
3476
3477ANAKIN sees Padme's ship arriving on the screen and goes out to meet her. 
3478
3479195 EXT. MUSTAFAR-LANDING PLATFORM-DAY 
3480
3481The 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. 
3482
3483ANAKIN: Padme, I saw your ship . . . 
3484
3485They embrace. 
3486
3487PADME: Oh, Anakin! 
3488
3489ANAKIN: It's all right, you're safe now. What are you doing out here? 
3490
3491PADME: I was so worried about you. Obi-Wan told me terrible things. 
3492
3493ANAKIN: What things? 
3494
3495PADME: He said you have turned to the dark side . . . that you killed younglings. 
3496
3497ANAKIN: Obi-Wan is trying to turn you against me. 
3498
3499PADME: He cares about us. 
3500
3501ANAKIN: Us??! 
3502
3503PADME: He knows . . . He wants to help you. 
3504
3505ANAKIN: Is Obi-Wan going to protect you? He can't ... he can't help you. He's not strong enough. 
3506
3507PADME: Anakin, all I want is your love. 
3508
3509ANAKIN: Love won't save you, Padme. Only my new powers can do that. 
3510
3511PADME: At what cost? You are a good person. Don't do this. 
3512
3513ANAKIN: 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. 
3514
3515PADME: Come away with me. Help me raise our child. Leave everything else behind while we still can. 
3516
3517ANAKIN: 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. 
3518
3519PADME: I don't believe what I'm hearing . . . Obi-Wan was right. You've changed. 
3520
3521ANAKIN: I don't want to hear any more about Obi-Wan. The Jedi turned against me. Don't you turn against me. 
3522
3523PADME: 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 
3524can't follow. 
3525
3526ANAKIN: Because of Obi-Wan? 
3527
3528PADME: Because of what you've done . . . what you plan to do. Stop, stop now. Come back! I love you. 
3529
3530ANAKIN: (seeing Obi-Wan) Liar! 
3531
3532PADME turns around and. sees OBI-WAN standing in the doorway of the Naboo Cruiser. 
3533
3534PADME: No! 
3535
3536ANAKIN: You're with him. You've betrayed me! You brought him here to kill me! 
3537
3538PADME: NO! Anakin. I swear ... I ... 
3539
3540ANAKIN reaches out, and PADME grabs her throat as she starts to choke. 
3541
3542OBI-WAN: Let her go, Anakin. 
3543
3544ANAKIN: What have you and she been up to? 
3545
3546OBI-WAN: Let her go! 
3547
3548ANAKIN releases his grip on the unconscious PADME and she crumples to the ground. 
3549
3550ANAKIN: You turned her against me. 
3551
3552OBI-WAN: You have done that yourself. 
3553
3554ANAKIN: You will not take her from me. 
3555
3556ANAKIN throws off his cloak. 
3557
3558OBI-WAN: Your anger and your lust for power have already done that. 
3559
3560OBI-WAN flings off his cloak. 
3561
3562OBI-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. 
3563
3564They circle each other until OBI-WAN is near PADME. He places his hand on her. 
3565
3566ANAKIN: 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. 
3567
3568OBI-WAN: Your new Empire? 
3569
3570ANAKIN: Don't make me kill you. 
3571
3572OBI-WAN: Anakin, my allegiance is to the Republic ... to democracy. 
3573
3574ANAKIN: If you're not with me, you're my enemy. 
3575
3576OBI-WAN: Only a Sith Lord deals in absolutes. I will do what I must. 
3577
3578(ignites his lightsaber) 
3579
3580ANAKIN: You will try. 
3581
3582ANAKIN ignites his lightsaber. 
3583
3584ANAKIN lashes out at OBI-WAN, and they begin a ferocious sword fight. ANAKIN throws CONTAINERS at OBI-WAN using the Force. 
3585They 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. 
3586ARTOO BEEPS his concern and rushes to the unconscious PADME's aid. 
3587
3588196 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT 
3589
3590YODA 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. 
3591
3592YODA: I hear a new apprentice, you have. Emperor, or should I call you Darth Sidious. 
3593
3594DARTH SlDIOUS: Master Yoda, you survived. 
3595
3596YODA: Surprised? 
3597
3598DARTH SlDIOUS: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side. 
3599
3600The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding YODA. 
3601YODA is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. DARTH SIDIOUS chuckles. 
3602
3603197 INT. MUSTAFAR-PASSAGES TO MAIN CONTROL CENTER-DAY 
3604
3605ANAKIN 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. 
3606
3607198 EXT. MUSTAFAR-LANDING PLATFORM-NABOO CRUISER-DAY 
3608
3609R2-D2, tries to drag PADME on board the Naboo Cruiser. C-3PO pokes his head out of the ship's doorway. 
3610
3611C-3PO: What are you doing? You're going to hurt her. Wait!! 
3612
3613C-3PO starts down the ramp. 
3614
3615199 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT 
3616
3617MAS AMEDDA leaves the room. PALPATINE approaches a stunned YODA. 
3618
3619DARTH SlDIOUS: I have waited a long time for this moment, my little green friend. At last, the Jedi are no more. 
3620
3621YODA: Not if anything I have to say about it, Lord Sidious. 
3622
3623YODA uses the Force to throw DARTH SIDIOUS back, knocking him clear over his desk and onto the floor in a heap. 
3624
3625YODA: (continuing) At an end your rule is and not short enough it was, I must say. 
3626
3627DARTH 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. 
3628
3629YODA: (continuing) If so powerful you are, why leave?? 
3630
3631YODA ignites his lightsaber. 
3632
3633DARTH SlDIOUS: You will not stop me. Darth Vader will become more powerful than either of us. 
3634
3635DARTH SIDIOUS ignites his lightsaber. 
3636
3637YODA: Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force. 
3638
3639Their swords CLASH. The battle is extremely fast and furious. 
3640
3641
3642200 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY 
3643
3644View 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. 
3645
3646ANAKIN: Don't make me destroy you, Master. You're no match for the dark side. 
3647
3648OBI-WAN: I've heard that before, Anakin . . . but I never thought I'd hear it from you. 
3649
3650ANAKIN 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. 
3651
3652201 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT 
3653
3654PALPATINE 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. 
3655
3656202 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY 
3657
3658The battle intensifies. 
3659
3660OBI-WAN: (continuing) The flaw of power is arrogance. 
3661
3662OBI-WAN stands looking at his former apprentice for a moment. 
3663
3664ANAKIN: You hesitate . . . the flaw of compassion. 
3665
3666OBI-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. 
3667Both combatants are blasted backwards onto the control panels. 
3668They regain their footing and the battle continues. ANAKIN kicks OBI-WAN away. 
3669They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony. 
3670
3671203 INT. CORUSCANT-SENATE CHAMRER-MAIN ARENA-NIGHT 
3672
3673YODA 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. 
3674
3675The energy bolts begin to arc back on the Emperor. It looks as if the Dark Lord is doomed. 
3676
3677YODA: Destroy you I will, just as Master Kenobi, your apprentice will destroy. 
3678
3679YODA 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. 
3680
3681YODA 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. 
3682
3683YODA 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. 
3684
3685204 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY-DAY 
3686
3687ANAKIN 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. 
3688
3689The balcony ends, and OBI-WAN is trapped. He looks over the balcony and into a river of lava. 
3690
3691ANAKIN cuts apiece of the balcony railing off, along with a control panel. 
3692ALARMS 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. 
3693
3694205 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY, PIPE ACROSS LAVA RIVER, MAIN COLLECTION PLANT-DAY 
3695
3696ANAKIN, following OBI-WAN, jumps down onto the flexing pipe, lands, and resumes fighting. 
3697
3698206 INT. MUSTAFAR-PIPE ACROSS LAVA RIVER-DAY 
3699
3700OBI-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. 
3701
3702207 INT. CORUSCANT-SENATE OFFICE BUILDING-WIRING CHUTE-NIGHT 
3703
3704YODA squishes his way through a mass of wires in a small chute. He talks on his comlink. 
3705
3706YODA: Hurry. Careful timing we will need. 
3707
3708BAIL ORGANA: (in speeder) There aren't many troops on this side. Activate your homing beacon when you're ready. 
3709
3710208 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT 
3711
3712A 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. 
3713
3714CLONE COMMANDER THIRE: There is no sign of his body, sir. 
3715
3716MAS AMEDDA: Then he is not dead. 
3717
3718PALPATINE: Double your search. 
3719
3720CLONE COMMANDER THIRE: Yes sir. Right away, sir. 
3721
3722PALPATINE: (to Mas Amedda) Tell Captain Kagi to prepare my shuttle for immediate takeoff. 
3723
3724MAS AMEDDA: Yes, Master. 
3725
3726PALPATINE: I sense Lord Vader is in danger. 
3727
3728PALPATINE 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. 
3729
3730209 EXT. MUSTAFAR-COLLECTION PANELS-DAY 
3731
3732OBI-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. 
3733Support 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. 
3734
3735It 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. 
3736
3737210 EXT. CORUSCANT-SENATE OFFICE BUILDING-NIGHT 
3738
3739BAIL 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. 
3740
3741211 INT. CORUSCANT-BAIL ORGANA'S SPEEDER-NIGHT 
3742
3743YODA straightens himself out. 
3744
3745YODA: Into exile I must go. Failed, I have. 
3746
3747YODA and BAIL fly into the traffic of the city. 
3748
3749212 EXT. MUSTAFAR-COLLECTION PANELS-DAY 
3750
3751OBI-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. 
3752ANAKIN and OBI-WAN continue their sword fight hanging from cables as they swing past each other. 
3753
3754213 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY 
3755
3756C-3PO carefully lifts PADME into his arms. R2-D2 nervously looks on. BEEPING. 
3757
3758C-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. 
3759
3760C-3PO carries PADME into the Naboo Skiff. 
3761
3762214 EXT. MUSTAFAR-COLLECTION PANELS-DAY 
3763
3764From 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. 
3765
3766SNAPPING 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. 
3767
3768OBI-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. 
3769
3770ANAKIN 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. 
3771
3772OBI-WAN heads for the bank of the lava river, but Anakin's DROID is faster. He catches up with his old Master. 
3773
3774OBI-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. 
3775
3776OBI-WAN: I have failed you, Anakin. I was never able to teach you to think. 
3777
3778ANAKIN and OBI-WAN confront each other on the lava river. 
3779
3780ANAKIN: I should have known the Jedi were plotting to take over . . . 
3781
3782OBI-WAN: From the Sith!!! Anakin, Chancellor Palpatine is evil. 
3783
3784ANAKIN: From the Jedi point of view! From my point of view, the Jedi are evil. 
3785
3786OBI-WAN: Well, then you are lost! 
3787
3788ANAKIN: This is the end for you, My Master. I wish it were otherwise. 
3789
3790ANAKIN 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. 
3791
3792OBI-WAN: It's over, Anakin. I have the high ground. 
3793
3794ANAKIN: You underestimate my power! 
3795
3796OBI-WAN: Don't try it. 
3797
3798ANAKIN 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. 
3799
3800ANAKIN 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. 
3801
3802OBI-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. 
3803
3804OBI-WAN picks up Anakin's light saber and begins to walk away. He stops and looks back. 
3805
3806ANAKIN: I hate you! 
3807
3808OBI-WAN: You were my brother, Anakin. I loved you. 
3809
3810ANAKIN'S clothing blows into the lava river and ignites. Suddenly ANAKIN bursts into flames and starts SCREAMING. 
3811
3812215 INT. MUSTAFAR-VOLCANO EDGE-DAY 
3813
3814OBI-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. 
3815
3816He runs back to Padme's ship as ANAKIN drops, smoldering, near the top of the lava pit. 
3817
3818216 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY 
3819
3820OBI-WAN makes his way to the SKIFF. He looks for Padme. THREEPIO sticks his head out the door of the SKIFF. 
3821
3822C-3PO: Master Kenobi! We have Miss Padme on board. Please, please hurry. We should leave this dreadful place. 
3823
3824OBI-WAN runs on board the Naboo Skiff. 
3825
3826217 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY 
3827
3828PADME lies on a cot or bed inside the ship. OBI-WAN walks over and checks on her. 
3829
3830PADME: Obi-Wan? Is Anakin all right? 
3831
3832OBI-WAN looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness. ARTOO watches over her. 
3833OBI-WAN rides in the co-pilot's station. He sits looking pensive. THREEPIO drives. 
3834
3835218 EXT. MUSTAFAR-VOLCANO EDGE-DAY 
3836
3837ANAKIN crawls up the bank, his body smoking. A shuttle flies overhead and lands. 
3838
3839219 EXT. MUSTAFAR-LANDING PLATFORM-IMPERIAL SHUTTLE-DAY 
3840
3841An 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. 
3842
3843220 INT. MUSTAFAR-VOLCANO PIT-DAY 
3844
3845DARTH SIDIOUS walks in front of the CLONE TROOPERS on his way to get to Anakin at the edge of the lava pit. 
3846
3847221 EXT. MUSTAFAR-VOLCANO PIT-DAY 
3848
3849DARTH SIDIOUS discovers what remains of ANAKIN and checks him out. He turns to the CLONES. 
3850
3851DARTH SIDIOUS: Anakin! Anakin! There he is. He's still alive. Get a medical capsule, immediately. 
3852
3853CLONE CAPTAIN: Yes sir. Right away. 
3854
3855Several of the CLONES rush off as DARTH SIDlOUS puts his hand on ANAKIN's forehead. 
3856
3857222 INT. POLIS MASSA-OBSERVATION DOME-NIGHT 
3858
3859On the isolated asteroid of Polis Massa, YODA meditates. 
3860
3861YODA: Failed to stop the Sith Lord, I have. Still much to learn, there is ... 
3862
3863QUI -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. 
3864
3865YODA: Eternal consciousness. 
3866
3867QUI-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. 
3868
3869YODA: . . . to become one with the Force, and influence still have . . . A power greater than all, it is. 
3870
3871QUI-GON: (V.O.) You will learn to let go of everything. No attachment, no thought of self. No physical self. 
3872
3873YODA: A great Jedi Master, you have become, Qui-Gon Jinn. Your apprentice I gratefully become. 
3874
3875YODA thinks about this for a minute, then BAIL ORGANA enters the room and breaks his meditation. 
3876
3877BAIL ORGANA: Excuse me, Master Yoda. Obi-Wan Kenobi has made contact. 
3878
3879223 EXT. MUSTAFAR-LANDING PLATFORM-DAY 
3880
3881The 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. 
3882
3883224 EXT. POLIS MASSA-LANDING PLATFORM-NIGHT 
3884
3885OBI-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. 
3886
3887BAIL ORGANA: We'll take her to the medical center, quickly. 
3888
3889225 EXT. LANDING PLATFORM-CORUSCANT-IMPERIAL REHAB CENTER-DAY 
3890
3891The shuttle lands. DARTH SIDIOUS and CLONE TROOPERS leave the shuttle. ANAKIN's body is carried along in a floating medical capsule. 
3892
3893226 INT. POLIS MASSA-MEDICAL CENTER-NIGHT 
3894
3895POLIS 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. 
3896
3897MEDICAL DROID: Medically, she is completely healthy. For reasons we can't explain, we are losing her. 
3898
3899OBI-WAN: She's dying? 
3900
3901MEDICAL 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. 
3902
3903BAIL ORGANA: Babies??!! 
3904
3905MEDICAL DROID: She's carrying twins. 
3906
3907YODA: Save them, we must. They are our last hope. 
3908
3909The MEDICAL DROID rushes back to the operating room. ARTOO and THREEPIO watch, greatly puzzled. ARTOO BEEPS. 
3910
3911C-3PO: It s some kind of reproductive process, I think. 
3912
3913227 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY 
3914
3915ANAKIN, 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. 
3916
3917228 INT. POLIS MASSA-MEDICAL CENTER-NIGHT 
3918
3919The 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. 
3920
3921OBI-WAN: Don't give up, Padme. 
3922
3923PADME winces from the pain. The MEDICAL DROID is holding the BABY. 
3924
3925MEDICAL DROID: It's a boy. 
3926
3927PADME: Luke . . . 
3928
3929PADME can only offer up a faint smile. She struggles to touch the baby on the forehead. 
3930
3931MEDICAL DROID: ... and a girl. 
3932
3933PADME: . . . Leia. 
3934
3935R2-D2, THREEPIO and BAIL ORGANA watch from an adjoining space. 
3936
3937229 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY 
3938
3939VADER, 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. 
3940
3941230 INT. POLIS MASSA-MEDICAL CENTER-NIGHT 
3942
3943OBI WAN leans over PADME and softly speaks to her. 
3944
3945OBI-WAN: You have twins, Padme They need you . . . hang on. 
3946
3947PADME: I can't . . . 
3948
3949PADME winces again and takes OBI-WAN's hand. She is holding Anakin's japor snippet. 
3950
3951OBI-WAN: Save your energy. 
3952
3953PADME: Obi-Wan . . . there . . . is good in him. I know there is ... still . . . 
3954
3955A last gasp, and she dies. Obi-Wan studies the necklace. 
3956
3957231 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY 
3958
3959DARTH 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. 
3960
3961MEDICAL DROID: My Lord, the construction is finished ... he lives. 
3962
3963DARTH SIDIOUS: Good. Good. 
3964
3965The DROID moves back to the table where DARTH VADER lies. The table begins to move upright. DARTH SIDIOUS moves in next to DARTH VADER. 
3966
3967DARTH SIDIOUS: (continuing) Lord Vader, can you hear me? 
3968
3969DARTH VADER, with his dark mask and helmet, moves up into the frame until he is in a CLOSEUP. 
3970
3971DARTH VADER: Yes, My Master. 
3972
3973DARTH VADER looks around the room. 
3974
3975DARTH VADER: (continuing) Where is Padme? Is she safe, is she all right? 
3976
3977DARTH SIDIOUS moves closer to the half droid/half man. 
3978
3979DARTH SIDIOUS: I'm afraid she died. ... it seems in your anger, you killed her. 
3980
3981A LOW GROAN emanates from Vader's mask. Suddenly everything in the room begins to implode, including some of the DROIDS. 
3982
3983DARTH VADER: I couldn't have! She was alive! I felt her! She was alive! It's impossible! No!!! 
3984
3985VADER 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. 
3986
3987232 EXT. NABOO-ALDERAAN STARCRUISER 
3988
3989BAIL ORGANA's Starcruiser approaches the city of Theed. 
3990
3991233 INT. ALDERAAN CRUISER-CONFERENCE ROOM 
3992
3993BAIL ORGANA, YODA, and OBI-WAN sit around a conference table. 
3994
3995YODA: Pregnant, she must still appear. Hidden, safe, the children must be kept. 
3996
3997OBI-WAN: We must take them somewhere the Sith will not sense their presence. 
3998
3999YODA: Split up, they should be. 
4000
4001BAIL ORGANA: My wife and I will take the girl. We've always talked of adopting a baby girl. She will be loved with us. 
4002
4003OBI-WAN: And what of the boy? 
4004
4005YODA: To Tatooine. To his family, send him. 
4006
4007OBI-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? 
4008
4009YODA: Strong the Force runs, in the Skywalker line. Hope, we can . . . Done, it is. Until the time is right, disappear we will. 
4010
4011BAIL leaves the conference room. YODA stops OBI-WAN. 
4012
4013YODA: (continuing) Master Kenobi, wait a moment. In your solitude on Tatooine, training I have for you. 
4014
4015OBI-WAN: Training?? 
4016
4017YODA: An old friend has learned the path to immortality. 
4018
4019OBI-WAN: Who? 
4020
4021YODA: One who has returned from the netherworld of the Force to train me . . . your old Master, Qui-Gon Jinn. 
4022
4023OBI-WAN: Qui-Gon? But, how could he accomplish this? 
4024
4025YODA: The secret of the Ancient Order of the Whills, he studied. How to commune with him. I will teach you. 
4026
4027OBI-WAN: I will be able to talk with him? 
4028
4029YODA: How to join the Force, he will train you. Your consciousness you will retain, when one with the Force. Even your physical self, perhaps. 
4030
4031234 INT. ALDERAAN STARCRUISER-HALLWAY- SPACE 
4032
4033BAIL ORGANA, followed by ARTOO and THREEPIO, approaches CAPTAIN ANTILLES and TWO CREW MEMBERS. 
4034
4035BAIL ORGANA: Captain Antilles. 
4036
4037CAPTAIN ANTILLES: Yes, Your Highness. 
4038
4039BAIL ORGANA: I'm placing these droids in your care. Treat them well. Clean them up. Have the Protocol Droid's mind wiped. 
4040
4041C-3PO: Oh, no. 
4042
4043235 EXT. NABOO-MAIN SQUARE-DAWN 
4044
4045SIO BIBBLE walks with other MOURNERS. 
4046LARGE CROWDS line the street as a flowered, covered coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS AND FAMILY 
4047ATO DIGNITARIES follow the casket. 
4048PADME's hand clutches the japor snippet. 
4049
4050236 EXT. DAGOBAH-DAY 
4051
4052A 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. 
4053
4054237 EXT. IMPERIAL STAR DESTROYER-SPACE 
4055
4056A Star Destroyer is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the EMPEROR and GOVERNOR 
4057TARKIN. 
4058
4059DARTH VADER walks along the bridge to join the EMPEROR and GOVERNOR TARKIN. The camera PANS to reveal the huge frame 
4060structure which is the beginning of the DEATH STAR. 
4061
4062238 EXT. ALDERAAN-STARCRUISER-SPACE 
4063
4064The ship approaches the surface of Alderaan. 
4065
4066239 EXT. ALDERAAN-LATE AFTERNOON 
4067
4068The 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. 
4069
4070240 EXT. TATOOINE-SUNSET 
4071
4072OBI-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. 
4073
4074IRIS OUT. END TITLES.