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1STAR WARS EPISODE 3: REVENGE OF THE SITH SCRIPT
2
3George Lucas
4
5
61 EXT. SPACE
7
8A long time ago in a galaxy far, far away.
9
10A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity.
11
12War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.
13
14In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate.
15
16As 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. . . .
17
18PAN 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.
19
202 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE
21
22OBI-WAN bounces through the flack with a frown. His ship rocks violently.
23
243 INT. ANAKINS STARFIGHTER COCKPIT-SPACE
25
26ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP FIGHTER.
27
28ANAKIN: There isn't a droid made that can out fly you, Master, and no other way to get to the Chancellor . . .
29
30OBI-WAN: Look out, four droids inbound . . .
31
324 EXT. CORUSCANT-SPACE BATTLE
33
34The 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.
35
365 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE
37
38OBI-WAN struggles to maintain control of his ship.
39
40OBI-WAN: We've got to split them up.
41
42ANAKIN: Break left, fly through the guns on that tower.
43
44OBI-WAN flies to the left of a huge tower on a REPUBLIC CRUISER. The TWO DROID DROP FIGHTERS follow.
45
46OBI-WAN: Easy for you to say . . . why am I always the bait?
47
48ANAKIN: Don't worry. I'm coming around behind you.
49
50OBI-WAN deftly maneuvers around a large Starship's superstructure, but the TWO DROID FIGHTERS stay on his tail, BLASTING him with intense laser fire.
51
52OBI-WAN: Anakin, they're all over me!
53
54ANAKIN: Dead ahead! Closing . . . lock onto him, Artoo . . .
55
56ARTOO BEEPS his reply as ANAKIN swoops in for the kill. ANAKIN BLASTS one of the DROID DROP FIGHTERS. It EXPLODES.
57
58ANAKIN: (continuing, laughs) We got him, Artoo!
59
60ANAKIN BLASTS away at the second DROID DROP FIGHTER as ARTOO BEEPS an angry warning.
61
62ANAKIN: I copy, Artoo.
63
64OBI-WAN: I'm going down on the deck.
65
66ANAKIN: Good idea ... I need some room to maneuver.
67
68OBI-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.
69
70ANAKIN: (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!
71
72ARTOO BEEPS. The crosshairs merge on the DROID DROP FIGHTER.
73
74OBI-WAN: Hurry up! I don't like this!
75
76OBI-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.
77
78OBI-WAN: (continuing) Ouch!
79
80R-4 BEEPS a blue streak.
81
82OBI-WAN: (continuing) Don't even try to fix it, Arfour. I've shut it down.
83
84ANAKIN: We're locked on ... we've got him . . .
85
86ANAKIN drops in behind the DROID DROP FIGHTER and blows him apart. ARTOO SQUEALS with delight.
87
88ANAKIN: (continuing) Yeah! We got him . . . good going, Artoo.
89
90OBI-WAN: Next time you're the bait . . . Now let's find the Command Ship and get on with it ...
91
92R-4 BEEPS a blue streak.
93
94ANAKIN: Lock onto them, Artoo. Master, General Grievous's ship is directly ahead.
95
96ARTOO BEEPS a reply, and it reads out in Anakin's cockpit.
97
98ANAKIN: (continuing) The one crawling with vulture droids.
99
1006 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE
101
102OBI-WAN: I see it. Oh, this is going to be easy.
103
104Ahead 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.
105
106ANAKIN: Come on, Master.
107
108OBI-WAN: Not this time. There's too much at stake. We need help. Odd Ball, do you copy?
109
110ODD BALL: (OS) Copy, Red Leader.
111
112OBI-WAN: Mark my position and form your squad up behind me . . .
113
1147 INT. ODD BALL'S FIGHTER COCKPIT-SPACE
115
116ODD BALL: We're on your tail, General Kenobi. Set S-foils in attack position.
117
118The 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.
119
1208 INT. ANAKIN'S FIGHTER COCKPIT-SPACE
121
122ANAKIN: This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.
123
124ARTOO BEEPS a worried message.
125
126OBI-WAN: Add five Tri-fighters on the right . . .
127
128ANAKIN: I'm going head to head. See you.
129
130OBI-WAN: Take it easy, Anakin.
131
132Four Clone Fighters move into formation behind the Jedi.
133
134ODD BALL: I'm on your right, Red Leader.
135
136ANAKIN: Incoming!!
137
138ARTOO SQUEALS as five DROID TRI-FIGHTERS pass by at high speed on the right.
139
140OBI-WAN: Five more on the right!
141
142Four 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.
143
144ANAKIN: Here we go.
145
146The 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.
147
148OBI-WAN: I'm going high and right.
149
150ANAKIN: Hang on. There are four more of them.
151
152OBI-WAN: Stay with me . . . swing back and right . . . help me engage. Back off ... Let them pass between us.
153
154ANAKIN: I'm coming around. I'm coming around on your tail.
155
156OBI-WAN: All right, engage . . . and hurry. These droids are all over me like a rash.
157
158In 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.
159
160ARTOO 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.
161
162ANAKIN: How many back there. Artoo? (Artoo beeps) Three . . . (continuing) Four . . . that's not good.
163
164OBI-WAN: Anakin, you have four on your tail.
165
166ANAKIN: I know. I know!
167
168OBI-WAN: Four more closing from your left.
169
170ANAKIN: I know. I know!
171
172OBI-WAN: Break right and go high.
173
174ANAKIN: I'm going low and left.
175
176Obi-Wan shakes his head.
177
178OBI-WAN: (to himself) He still has much to learn.
179
180ANAKIN swoops low and skims across a TRADE FEDERATION BATTLESHIP, dodging flack as ARTOO bounces along, trying to get out a sentence.
181
182ANAKIN: Hang on, Artoo. Obi-Wan, do you copy? I'm going to pull them through the needle . . .
183
184OBI-WAN: Too dangerous. First Jedi rule: "Survive."
185
186ANAKIN: Sorry, no choice. Come down here and thin them out a little.
187
188OBI-WAN drops in behind the DROID VULTURE FIGHTERS chasing Anakin. ARFOUR BEEPS to OBI-WAN.
189
190OBI-WAN: Just keep me steady . . . hold on ... not yet. . . now break left.
191
192OBI-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.
193
194OBI-WAN: (continuing) You'll never get through there, Anakin. It's too tight.
195
196ARTOO BEEPS nervously.
197
198ANAKIN: Easy, Artoo . . . we've done this before.
199
200OBI-WAN: Use the Force, think yourself through, the ship will follow.
201
202ARTOO SQUEALS in a panic. On the view screen Artoo's squeal reads out, "WE'RE NOT GOING TO MAKE IT."
203
204ANAKIN: Wrong thought, Artoo.
205
206ANAKIN slips through the narrow gap. The trailing VULTURE DROID FIGHTERS CRASH.
207
208ANAKIN: (continuing) I'm through.
209
210OBI-WAN continues to fire on the VULTURE DROID FIGHTERS, driving them into the EXPLOSION.
211A CLONE fighter is hit and explodes, spewing debris. The CLONE PILOT spins off into space.
212Finally, OBI-WAN peels off and swings around, pulling up alongside ANAKIN. CLONE FIGHT SQUAD SEVEN battles the DROIDS.
213
214ODD BALL: There are too many of them.
215
216CLONE PILOT 2: I'm on your wing. Break left. Break left. They're all over me. Get them off my . . .
217
218ANAKIN: I'm going to go help them out!
219
220OBI-WAN: No, no! They are doing their job so we can do ours. Head for the Command Ship!
221
222Another 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.
223
224ANAKIN: Missiles! Pull up!
225
226ANAKIN 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.
227
228OBI-WAN: They overshot us . . .
229
230The 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.
231
232ANAKIN: They're coming around!
233
234OBI-WAN: All right, Arfour. No, no. Nothing too fancy.
235
236ANAKIN: Surge all power units. Artoo! Stand by the reverse thrusters.
237
238ANAKIN spins his starfighter. The missiles spin and collide.
239
240ANAKIN: We got 'em. Artoo!
241
242Two missiles continue to track Obi-Wan.
243
244OBI-WAN: Flying is for droids.
245
246Suddenly, 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.
247
248OBI-WAN: (continuing) I'm hit! Anakin?
249
250ANAKIN: I see them . . . Buzz Droids.
251
252The 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.
253
254OBI-WAN: Arfour, be careful. You have one . . .
255
256ARFOUR's head gets ripped off and flies away.
257
258OBI-WAN: Oh dear. They're shutting down all the controls.
259
260ANAKIN: Move to the right so I can get a clear shot at them.
261
262OBI-WAN: The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.
263
264ANAKIN 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.
265
266OBI-WAN: (continuing) In the name of ...
267
268ANAKIN: Steady . . . steady . . .
269
270OBI-WAN: Anakin, hold your fire . . . hold your fire. You're not helping here.
271
272ANAKIN: I agree, bad idea. Swing right . . . ease over . . . steady . . .
273
274OBI-WAN: Wait . . . wait . . . I can't see a thing! My cockpit's fogging. They're all over me, Anakin.
275
276ANAKIN: Move to the right.
277
278OBI-WAN: Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do.
279
280ANAKIN: I'm not leaving without you, Master.
281
282ANAKIN 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.
283
284ANAKIN 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.
285
286OBI-WAN: Blast it ... I can't see . . . my controls are gone.
287
288ANAKIN: Get 'em, Artoo. Watch out!
289
290OBI-WAN: Artoo, hit the buzz droid's center eye.
291
292ARTOO 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.
293
294ANAKIN: Yeah, you got him!
295
296OBI-WAN: Great, Artoo.
297
298ANAKIN: Stay on my wing . . . the General's Command Ship is dead ahead. Easy . . . pull up ... Head for the hangar.
299
300OBI-WAN: Have you noticed the shields are still up?
301
302ANAKIN: Oh?!? Sorry, Master.
303
304ANAKIN streaks ahead of OBI-WAN's disintegrating Jedi Fighter and blasts the shield generator. It SPARKS and EXPLODES.
305
306OBI-WAN: Oh, I have a bad feeling about this.
307
3089 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
309
310The 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.
311
312ANAKIN maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut.
313OBI-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.
314
315ANAKIN 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.
316
317OBI-WAN: Artoo, locate the Chancellor.
318
319ANAKIN: Tap into the ship's computers.
320
321They 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.
322
323OBI-WAN: The Chancellor's signal is coming from right there. The observation platform at the top of that spire.
324
325ANAKIN: I sense Count Dooku . . .
326
327OBI-WAN: I sense a trap.
328
329ANAKIN: Next move?
330
331OBI-WAN: Spring the trap.
332
333The JEDI start to leave; ARTOO follows. The JEDI stop and turn to ARTOO.
334
335ANAKIN: Artoo, go back. I need you to stay with the ship.
336
337OBI-WAN: Here, take this, and wait for orders.
338
339OBI-WAN tosses the comlink to ARTOO.
340
34110 INT. BRIDGE-TRADE FEDERATION CRUISER
342
343GENERAL 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.
344
345GENERAL GRIEVOUS: What's the situation, Captain?
346
347CAPTAIN: TWO Jedi have landed in the main hangar bay.
348
349GENERAL GRIEVOUS: Just as Count Dooku predicted.
350
35111 INT. HANGAR-TRADE FEDERATION CRUISER
352
353ANAKIN and OBI-WAN head for the elevator. A door opens in the hallway and two of GENERAL GRIEVOUS's BODYGUARDS confront the JEDI.
354
355BODYGUARD I: General Kenobi, Anakin Skywalker. We've been waiting for you.
356
357OBI-WAN: We are here to relieve you of Chancellor Palpatine, not join him.
358
359As a dozen more droids join the group, the JEDI ignite their lightsabers and stand back-to-back.
360
361OBI-WAN: Anakin. . .
362
363ANAKIN: Ready.
364
365ANAKIN and OBI-WAN use their lightsabers and cut a large circle in the floor.
366
36712 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER
368
369The 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.
370
371OBI-WAN: . . . fuel. The slightest charge from our sabers will send this ship into oblivion. That's why they've stopped shooting.
372
373ANAKIN: Well then, we're safe for the time being.
374
375OBI-WAN: Your idea of safe is not the same as mine.
376
377They 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.
378
379ANAKIN: They're sealing this section off.
380
381OBI-WAN: Six droids coming our way!
382
383The last of the DOORS CAN BE HEARD CLOSING in the distance.
384
385ANAKIN: Keep moving. There must be vents . . . This way.
386
387They move along a wall. ANAKIN climbs up the side to a small vent. The fuel gets closer to the SPARKING dischargers.
388
389OBI-WAN: We'll never get through that. It's too small!
390
391They 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.
392
393The 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.
394
395ANAKIN: I found our escape vent.
396
397OBI-WAN: Anakin, this is no time for jokes. We're in serious trouble here.
398
399ANAKIN: Only in your mind. My Master. Look, no structure. . . .
400
401ANAKIN 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.
402
40313 INT. VENT SHAFT-TRADE FEDERATION CRUISER
404
405The TWO JEDI pull themselves through the narrow vent shaft until they reach a small hatch in the side of the tube.
406
407ANAKIN: Here's a way out.
408
409As 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.
410
41114 INT. SMALL PASSAGEWAY-TRADE FEDERATION CRUISER
412
413The 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.
414
41515 INT. HALLWAY-TRADE FEDERATION CRUISER
416
417A 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.
418
419OBI-WAN: That won't hold when the fuel hits those power dischargers.
420
421ANAKIN: The blast will break the hull. This side's pressurized.
422
423OBI-WAN: You still have much to learn, Anakin.
424
42516 INT. VENT SHAFT-TRADE FEDERATION CRUISER
426
427The 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.
428
429SUPER BATTLE DROID R77: I have a bad feeling about this.
430
43117 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER
432
433The fuel hits the SPARKING power discharger, and there is a HUGE EXPLOSION.
434
43518 EXT. TRADE FEDERATION CRUISER-BATTLE
436
437A GREAT EXPLOSION and a flaming gas cloud spray out of the side of the Federation Cruiser.
438
43919 INT. HALLWAY-TRADE FEDERATION CRUISER
440
441A large bulge appears in the wall around the sealed hatch as the EXPLOSION hits. OBI-WAN jumps back, then stands amazed.
442
443OBI-WAN: All right, you win. I have much to learn. Let's go!
444
445ANAKIN grins at OBI-WAN, and they run down the hallway.
446
44720 INT. WIDE HALLWAY-TRADE FEDERATION CRUISER
448
449The 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.
450
451ANAKIN: Destroyers!!
452
453Finally 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.
454
455BATTLE DROID: Drop your weapons! I said drop 'em.
456
457The JEDI activate their light sabers and destroy all the BATTLE DROIDS.
458
45921 INT HANGAR-TRADE FEDERATION CRUISER
460
461R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.
462
46322 INT. ELEVATOR-TRADE FEDERATION CRUISER
464
465The elevator begins to move and screeches to a stop.
466
467OBI-WAN: Did you press the stop button?
468
469ANAKIN: No, did you?
470
471OBI-WAN: No!
472
473ANAKIN: Well, there's more than one way out of here.
474
475ANAKIN ignites his laser sword.
476
477OBI-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 . . .
478
479ANAKIN cuts a hole in the elevator ceiling.
480
48123 INT MAIN HANGAR-TRADE FEDERATION CRUISER
482
483TWO SUPER BATTLE DROIDS are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted.
484
485SUPER BATTLE DROID 1: What's that?
486
487SUPER BATTLE DROID 2: Get back to work. It's nothing.
488
48924 INT. ELEVATOR-TRADE FEDERATION CRUISER
490
491OBI-WAN: Artoo?
492
493ANAKIN climbs through the hole in the ceiling of the elevator.
494
495OBI-WAN: (continuing) Always on the move.
496
497OBI-WAN continues to talk on the comlink. Artoo quietly beeps a reply.
498
49925 INT MAIN HANGAR-TRADE FEDERATION CRUISER
500
501ARTOO 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.
502
503OBI-WAN: (OS) Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo.
504
50526 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER
506
507Suddenly, 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.
508
50927 INT. ELEVATOR-TRADE FEDERATION CRUISER
510
511The elevator starts to descend rapidly.
512
513OBI-WAN: Stop, stop! Artoo, we need to be going up.
514
51528 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER
516
517Anakin 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.
518
519DROID 1: Hands up, Jedi! Don't move.
520
521DROID 2: Roger, roger.
522
52329 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
524
525The TWO SUPER BATTLE DROIDS overhear OBI-WAN's comlink messages to ARTOO.
526
527SUPER BATTLE DROID 1: There it is again.
528
529OBI-WAN: (OS) Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.
530
53130 INT. ELEVATOR-TRADE FEDERATION CRUISER
532
533The elevator races down as OBI-WAN holds on.
534
535OBI-WAN: Stop. Artoo! We need to go up! Stop, stop!
536
537The elevator stops with a jolt. OBI-WAN falls to the floor.
538
53931 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
540
541The TWO SUPER BATTLE DROIDS see ARTOO and walk toward the little droid.
542
543SUPER BATTLE DROID 1: Hey you!
544
545ARTOO plugs into the interface again and the elevator shoots up.
546
54732 INT. ELEVATOR-TRADE FEDERATION CRUISER
548
549OBI-WAN stands up after having fallen in the elevator.
550
551OBI-WAN: Now, that's better . . .
552
55333 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
554
555ARTOO is held up by TWO SUPER BATTLE DROIDS, who chuckle as the little Astro Droid curses and swings at them.
556
557SUPER BATTLE DROID 1: You stupid little astro droid!
558
55934 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER
560
561ANAKIN 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.
562
563Before 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.
564
565OBI-WAN: Oh, it's you . . .
566
56735 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
568
569ARTOO activates his oil hose and sprays the SUPER BATTLE DROIDS. The SUPER BATTLE DROIDS slip on the oil.
570
57136 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER
572
573ANAKIN: What was that all about?
574
575OBI-WAN: Well, Artoo has been . . .
576
577ANAKIN: No loose wire jokes . . . He's doing the best he can.
578
579OBI-WAN: Did I say anything?
580
581ANAKIN: He's trying!
582
583OBI-WAN: I didn't say anything!
584
58537 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
586
587ARTOO 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.
588
58938 INT. GENERAL'S QUARTER'S-TRADE FEDERATION CRUISER
590
591The elevator door opens and the TWO JEDI carefully make their way into the main room of the General's Quarters.
592At the far end sits SUPREME CHANCELLOR PALPATINE. ANAKIN and OBI-WAN move toward the CHANCELLOR.
593As they get closer to PALPATINE, they see a very distressed look on the Chancellor's face.
594
595OBI-WAN: (bows) Chancellor.
596
597ANAKIN: Are you all right?
598
599PALPATINE: (quietly) Count Dooku.
600
601PALPATINE 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.
602
603OBI-WAN: (quietly to Anakin) This time we will do it together.
604
605ANAKIN: I was about to say that.
606
607COUNT DOOKU jumps down to the main level.
608
609PALPATINE: Get help! You're no match for him. He's a Sith Lord.
610
611OBI-WAN: Chancellor Palpatine, Sith Lords are our specialty.
612
613OBI-WAN and ANAKIN throw off their cloaks and ignite their lightsabers.
614
615COUNT DOOKU: Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.
616
617OBI-WAN and ANAKIN move toward DOOKU.
618
619OBI-WAN: You won't get away this time, Dooku.
620
621OBI-WAN and ANAKIN charge COUNT DOOKU. A great sword fight ensues.
622
623COUNT DOOKU: I've been looking forward to this.
624
625ANAKIN: My powers have doubled since the last time we met, Count.
626
627COUNT DOOKU: Good. Twice the pride, double the fall.
628
629DOOKU lunges at the JEDI and they fall back . . .
630
631COUNT DOOKU: (continuing) Your moves are clumsy, Kenobi . . . too predictable. You'll have to do better.
632
633As 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.
634ANAKIN 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.
635ANAKIN hits the archway.
636DOOKU 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.
637
638COUNT DOOKU: (continuing) I sense great fear in you, Skywalker. You have hate, you have anger, but you don’t use them.
639
640Anakin 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.
641Anakin attacks COUNT DOOKU with a new ferociousness.
642
64339 INT. GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
644
645Anakin 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.
646
647PALPATINE: Good, Anakin, good. I knew you could do it. Kill him. Kill him now!
648
649ANAKIN: I shouldn't . . .
650
651PALPATINE: Do it!!
652
653ANAKIN cuts off COUNT DOOKU's head. A huge EXPLOSION somewhere deep in the ship rattles everything.
654
655ANAKIN: ... I couldn't stop myself.
656
657PALPATINE: You did well, Anakin. He was too dangerous to be kept alive.
658
659ANAKIN drops COUNT DOOKU's lightsaber, moving to PALPATINE.
660
661ANAKIN: Yes, but he was an unarmed prisoner.
662
663ANAKIN raises his hands toward PALPATINE, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose.
664
665ANAKIN: (continuing) I shouldn't have done that, Chancellor. It's not the Jedi way.
666
667PALPATINE stands up, rubbing his wrists.
668
669PALPATINE: 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.
670
671The 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.
672
673PALPATINE: (continuing) Anakin, there is no time. We must get off the ship before it's too late.
674
675ANAKIN: He seems to be all right. No broken bones, breathing's all right.
676
677PALPATINE: Leave him, or we'll never make it.
678
679ANAKIN: His fate will be the same as ours.
680
681ANAKIN picks up OBI-WAN, slings him over his shoulder, and heads for the elevators.
682
68340 INT. BRIDGE-TRADE FEDERATION CRUISER
684
685GENERAL GRIEVOUS: Prepare for attack.
686
687PILOT: All batteries fire! Fire!
688
68941 INT. BATTLESTATIONS-REPUBLIC CRUISER
690
691Clone gunners fire on the Trade Federation cruiser and take fire in return. Gun emplacements are destroyed. Clone troopers go flying.
692
69342 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
694
695ANAKIN carries OBI-WAN to the elevator doors and hits the button. PALPATINE joins him.
696
697ANAKIN: The elevator's not working, (into his comlink) Artoo . . .
698
699ARTOO BEEPS a response to ANAKIN.
700
701ANAKIN: (continuing) . . . Activate Elevator 3224.
702
703Suddenly 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.
704
705ANAKIN: (continuing) Artoo ... do you copy? Artoo, come in!
706
70743 INT. BRIDGE-TRADE FEDERATION CRUISER
708
709Windows are blown out, droids and equipment are sucked into space.
710
711PILOT: Reverse stabilizers.
712
71344 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
714
715As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other.
716Several objects break through the metal blast doors, causing objects to be sucked into space. ARTOO starts to slide toward one of the small holes.
717
71845 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
719
720As the elevator shaft rotates, it has become a long hallway.
721ANAKIN clings to the doorframe with OBI-WAN on his shoulder, as the Chancellor struggles to join him.
722
72346 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
724
725ARTOO 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.
726
72747 INT. BRIDGE-TRADE FEDERATION CRUISER
728
729PILOT: Magnetize! Magnetize!
730
73148 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
732
733ARTOO 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.
734
73549 EXT. SPACE-CORUSCANT
736
737The TRADE FEDERATION CRUISER heads straight down toward the planet.
738
73950 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
740
741ANAKIN jumps into the horizontal elevator shaft with OBI-WAN still on his shoulder.
742
743ANAKIN: We can't wait. Come on, we have to be fast.
744
745PALPATINE 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.
746
74751 INT. BRIDGE-TRADE FEDERATION CRUISER
748
749GENERAL GRIEVOUS: Fire the emergency booster engines.
750
751PILOT: Leveling out, sir.
752
75352 INT. ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER
754
755ANAKIN 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.
756
75753 INT. ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER
758
759ANAKIN, OBI-WAN, and PALPATINE hang precariously on the side of the bottomless elevator shaft. OBI-WAN regains consciousness and tries to look around.
760
761ANAKIN: Easy. . . . We're in a bit of a situation.
762
763OBI-WAN: Did I miss something?
764
765OBI-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.
766
767ANAKINN: Hold on.
768
769OBI-WAN: What is that?
770
771OBI-WAN and ANAKIN look up to watch the elevator approach them at high speed, then OBI-WAN turns to ANAKIN.
772
773OBI-WAN: (continuing) Oops.
774
775ANAKIN: Artoo, Artoo, shut down the elevator!
776
777OBI-WAN: Too late! Jump!
778
779They 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.
780ANAKIN 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.
781
78254 INT. ELEVATOR LOBBY-TRADE FEDERATION CRUISER
783
784ANAKIN, OBI-WAN, and PALPATINE fly through the elevator door and land.
785
786OBI-WAN: Let's see if we can find something in the hangar bay that's still flyable. Come on.
787
788ANAKIN: Artoo, get down here. Artoo, do you copy?
789
79055 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
791
792As 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.
793
79456 INT. HALLWAY TO HANGAR BAY-TRADE FEDERATION CRUISER
795
796OBI-WAN and ANAKIN lead PALPATINE down a hallway toward the hangar bay.
797
79857 INT. DOORWAY TO HANGAR BAY-TRADE FEDERATION CRUISER
799
800It 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.
801
802OBI-WAN: None of those ships will get us anywhere.
803
804ANAKIN: I agree.
805
806PALPATINE: What are we going to do?
807
808ANAKIN: I don't know.
809
810OBI-WAN: Don't look at me. I don't know.
811
812ANAKIN 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.
813
814ANAKIN: Here, Chancellor, lock this around your waist, and hold on.
815
816OBI-WAN: We'll head toward the bridge and see if we can find an escape pod.
817
818ANAKIN 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.
819
82058 INT. MAIN HANGAR-TRADE FEDERATION CRUISER
821
822OBI-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.
823
82459 INT. HANGAR DOORWAY-TRADE FEDERATION CRUISER
825
826OBI-WAN, ANAKIN and PALPATINE are out of breath.
827
828ANAKIN/OBI-WAN: Well, that was close.
829
830They laugh.
831
83260 INT. BRIDGE-TRADE FEDERATION CRUISER
833
834BODYGUARD: General, we found the Jedi. They're in hallway 328.
835
836GENERAL GRIEVOUS: Activate ray shields.
837
83861 INT. HALLWAY-TRADE FEDERATION CRUISER
839
840They run down the hallway. Suddenly, ray shields drop around them, putting them in an electronic box in the middle of the hallway.
841
842ANAKIN: Ray shields!
843
844OBI-WAN takes a deep breath to express his total disappointment.
845
846OBI-WAN: Wait a minute, how'd this happen! We're smarter than this.
847
848ANAKIN: Apparently not, Master. This is the oldest trap in the book . . . Well ... I was distracted.
849
850OBI-WAN: Oh, so all of a sudden it's my fault.
851
852ANAKIN: You're the Master. I'm just a hero.
853
854OBI-WAN: I'm open to suggestions here.
855
856PALPATINE: Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release.
857
858The Jedi look at each other in disbelief.
859
860ANAKIN: I say . . . patience.
861
862OBI-WAN: Patience! That's your plan, is it?
863
864ANAKIN: Yes, Artoo will be along in a few moments and he'll release the ray shields . . .
865
866ARTOO comes skidding across the hallway and bashes into the opposite wall. He takes a moment to compose himself.
867
868ANAKIN: (continuing) See! No problem.
869
870Suddenly several doorways open, revealing TWO DESTROYER DROIDS. SIXTEEN SUPER BATTLE DROIDS emerge from behind the DESTROYER DROIDS.
871ARTOO turns and zaps one of the SUPER BATTLE DROIDS who then kicks ARTOO over.
872
873SUPER BATTLE DROID: Don't move, dummy. Ouch! Zap this.
874
875OBI-WAN: Do you have a plan B?
876
87762 EXT. BRIDGE-TRADE FEDERATION CRUISER
878
879OBI-WAN, ANAKIN PALPATINE, and ARTOO are captured by GENERAL GRIEVOUS. They stand before the ALIEN DROID GENERAL.
880
881GENERAL GRIEVOUS: Oh yes. General Kenobi, the Negotiator. We've been waiting for you. That wasn't much of a rescue.
882
883A BATTLE DROID walks to GENERAL GRIEVOUS and hands him the JEDI'S lightsabers.
884
885OBI-WAN: That depends upon your point of view. Hah!
886
887GENERAL GRIEVOUS: And Anakin Skywalker ... I was expecting someone with your reputation to be a little older.
888
889ANAKIN: General Grievous . . . Supreme Commander of the Droid Armies. You're shorter than I expected.
890
891GENERAL GRIEVOUS: Ahhhh, Jedi scum . . .
892
893OBI-WAN: Anakin, try not to upset him. We have a job to do.
894
895GENERAL GRIEVOUS: Your lightsabers will make a fine addition to my collection.
896
897OBI-WAN: Not this time. And this time you won't escape.
898
899ANAKIN: Artoo.
900
901ARTOO creates a distraction by extending all his arms, shooting out electrical pulses, and bouncing around.
902OBI-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.
903
904GENERAL GRIEVOUS: Crush them! Make them suffer!
905
906ANAKIN uses the Force to yank his lightsaber out of the General's hand.
907
908The 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.
909
910CHANCELLOR PALPATINE is taken away by two BATTLE DROIDS. GENERAL GRIEVOUS walks around the bridge directing the BATTLE DROIDS.
911
912GENERAL GRIEVOUS: Stay and watch your stations.
913
914OBI-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.
915OBI-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.
916ANAKIN follows them down the hallway and cuts them down, rescuing the Chancellor.
917OBI-WAN finishes off the headless BODYGUARD. It crumbles to the floor in pieces.
918ALARMS SOUND as the giant spacecraft begins to list and fall out of orbit. A PILOT yells at GENERAL GRIEVOUS.
919
920PILOT: Sir, we are falling out of orbit. All aft control cells are dead.
921
922GENERAL GRIEVOUS: Stay on course . . . Don't bother with them. Keep the ship in orbit.
923
924OBI-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.
925
926GENERAL GRIEVOUS: You lose, General Kenobi.
927
928One of the PILOTS stands next to the General.
929
930PILOT: The ship is breaking up!
931
932GENERAL GRIEVOUS: We've run out of time.
933
934OBI-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.
935OBI-WAN, ANAKIN, and PALPATINE hold on for dear life. A blast shield closes around where the window used to be.
936
93763 INT. BRIDGE-TRADE FEDERATION CRUISER
938
939OBI-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.
940ANAKIN 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.
941
942PALPATINE: The hull is burning up!
943
94464 EXT. HULL-TRADE FEDERATION CRUISER-SPACE
945
946GENERAL 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.
947
94865 INT. POD BAY-TRADE FEDERATION CRUISER-SPACE
949
950GENERAL GRIEVOUS enters the escape pod bay through the hatch. The Droid General goes to a control panel and opens an escape pod.
951
952GENERAL GRIEVOUS: Time to abandon ship.
953
954GENERAL GRIEVOUS pulls a row of switches, and one by one the escape pods are jettisoned.
955
95666 INT. ESCAPE POD-SPACE
957
958He gets in one, the hatch closes, and the escape pod blasts away from the damaged Cruiser.
959
96067 INT. BRIDGE-TRADE FEDERATION CRUISER
961
962OBI-WAN and ANAKIN go over to the navigator's chair.
963
964ANAKIN: All the escape pods have been launched.
965
966OBI-WAN: Grievous. Can you fly a cruiser like this?
967
968ANAKIN: You mean, do I know how to land what's left of this thing?
969
970ANAKIN 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.
971
972OBI-WAN: Well?
973
974ANAKIN: Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.
975
976OBI-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.
977
978OBI-WAN: Steady . . . Attitude . . . eighteen degrees.
979
980ARTOO beeps.
981
982ANAKIN: Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.
983
984OBI-WAN: Temp steady. Hatches open, flaps extended, drag fins . . .
985
986A large part of the ship breaks away.
987
988ANAKIN: We lost something.
989
990OBI-WAN: Not to worry, we're still flying half the ship.
991
992ANAKIN: Now we're really picking up speed . . . I'm going to shift a few degrees and see if I can slow us down.
993
994OBI-WAN: Careful . . . we're heating up-twelve thousand . . . thirteen thousand . . .
995
996ANAKIN: What's our speed?
997
998OBI-WAN: Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand . . . we're in the atmosphere . . .
999
1000ANAKIN points to one of the controls. ARTOO beeps madly.
1001
1002ANAKIN: Grab that . . . Keep us level.
1003
1004OBI-WAN: Steady. Steady.
1005
1006ANAKIN: Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.
1007
1008OBI-WAN: Five thousand. Three thousand . . . two thousand. Fireships on the left and the right.
1009
1010FlRESHIP PILOT: We'll take you in.
1011
1012OBI-WAN: Copy that. Landing strip's straight ahead.
1013
1014ANAKIN: We're coming in too hot.
1015
1016OBI-WAN: Easy-easy.
1017
1018The 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.
1019
102068 EXT. CORUSCANT-INDUSTRIAL LANDING PLATFORM-AFTERNOON
1021
1022A 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.
1023
1024OBI-WAN: Another happy landing.
1025
102669 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-LATE AFTERNOON
1027
1028The 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.
1029
1030ANAKIN: (to Obi-Wan) Are you coming, Master?
1031
1032OBI-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.
1033
1034ANAKIN: 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.
1035
1036OBI-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 . . .
1037
1038ANAKIN: All because of your training, Master. You deserve all those speeches of your greatness.
1039
1040OBI-WAN: . . . the endless speeches . . . Anakin, let's be fair. Today, you are the hero and you deserve your glorious day with the politicians.
1041
1042ANAKIN: All right. But you owe me . . . and not for saving your skin for the tenth time . . .
1043
1044OBI-WAN: Ninth time . . . that business on Cato Nemoidia doesn't count. I'll see you at the briefing.
1045
1046ANAKIN smiles and walks away from OBI-WAN.
1047The CHANCELLOR and his entourage approach MACE.
1048
1049MACE WlNDU: Chancellor Palpatine, what a welcome sight! Are you all right?
1050
1051PALPATINE: Yes, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again.
1052
1053MACE WlNDU: General Grievous will run and hide as he always does. He is a coward.
1054
1055PALPATINE: 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.
1056
1057MACE WlNDU: Then the Jedi Council will make finding Grievous our highest priority.
1058
1059BAIL, ANAKIN, and the crowd walk away from the platform toward the Senate Building Grand Hallway.
1060
1061BAIL ORGANA: Skywalker, the Republic cannot praise you enough.
1062
1063ANAKIN and BAIL ORGANA, walking in the hallway.
1064
1065ANAKIN: 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.
1066
1067ARTOO and THREEPIO follow behind the crowd.
1068
1069C-3PO: It couldn't possibly be as bad as all that.
1070
1071ARTOO beeps.
1072
1073C-3PO: (continuing) Well, there, I agree with you. In fact, I could do with a tune-up myself.
1074
107570 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE AFTERNOON
1076
1077ANAKIN is at the back of the crowd of SENATORS, talking with BAIL ORGANA. R2-D2 and C-3PO scoot along ahead of them.
1078
1079BAIL ORGANA: The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures.
1080
1081ANAKIN: 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.
1082
1083Behind a row of large columns, a SHADOWY FIGURE follows the JEDI and the SENATOR. ANAKIN senses the figure.
1084
1085BAIL ORGANA: I'll do everything I can with the Senate.
1086
1087ANAKIN: Excuse me.
1088
1089BAIL ORGANA: Certainly.
1090
1091ANAKIN 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.
1092
1093PADME: Oh, Anakin! Thank goodness, you're back.
1094
1095ANAKIN: I missed you, Padme. I've missed you so.
1096
1097PADME: There were whispers . . . that you'd been killed. I've been living with unbearable dread.
1098
1099ANAKIN: 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.
1100
1101ANAKIN starts to give her another kiss. She steps back.
1102
1103PADME: Wait, not here . . .
1104
1105He grabs her again.
1106
1107ANAKIN: Yes, here! I'm tired of all this deception. I don't care if they know we're married.
1108
1109PADME: 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 . . .
1110
1111ANAKIN: I've given my life to the Jedi order, but I'd only give up my life, for you.
1112
1113PADME: (playfully) I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi . . . Come to me later.
1114
1115ANAKIN embraces her, then looks at her.
1116
1117ANAKIN: Are you all right? You're trembling. What's going on?
1118
1119PADME: I'm just excited to see you.
1120
1121ANAKIN: That's not it. I sense more . . . what is it?
1122
1123PADME: Nothing . . . nothing . . .
1124
1125ANAKIN: You're frightened. (a little angry) Tell me what's going on!
1126
1127PADME begins to cry.
1128
1129PADME: You've been gone five months . . . it's been very hard for me. I've never felt so alone. There's . . .
1130
1131ANAKIN: . . . Is there someone else?
1132
1133PADME: (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.
1134
1135ANAKIN: (sheepish) I'm afraid of losing you, Padme . . . that's all.
1136
1137PADME: I will never stop loving you, Anakin. My only fear is losing you.
1138
1139ANAKIN: It's just that I've never seen you like this . . .
1140
1141PADME: Something wonderful has happened.
1142
1143They look at each other for a long moment.
1144
1145PADME: (continuing) I'm . . . Annie, I'm pregnant.
1146
1147ANAKIN is stunned. He thinks through all of the ramifications of this. He takes her in his arms.
1148
1149ANAKIN: That's . . . that's wonderful.
1150
1151PADME: What are we going to do?
1152
1153ANAKIN: We're not going to worry about anything right now, all right? This is a happy moment. The happiest moment of my life.
1154
115571 EXT. UTAPAU-LANDING PLATFORM-DAY
1156
1157A small NEIMOIDIAN SHUTTLE lands. BATTLE DROIDS surround the ramp as GENERAL GRIEVOUS descends onto the platform. SUPER BATTLE DROID G21 approaches.
1158
1159SUPER BATTLE DROID G21: The planet is secure, sir. The population is under control.
1160
1161GENERAL GRIEVOUS: Good. Where is the Separatist Council?
1162
1163SUPER BATTLE DROID G21: This way, sir ...
1164
1165GENERAL GRIEVOUS takes the elevator to an upper level. He enters a conference room and presses a series of buttons on the table, and bows.
1166
116772 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY
1168
1169A hologram of Darth Sidious appears.
1170
1171GENERAL GRIEVOUS: Yes, Lord Sidious.
1172
1173DARTH SlDIOUS: General Grievous, I suggest you move the Separatist leaders to Mustafar.
1174
1175GENERAL GRIEVOUS: It will be done, My Lord.
1176
1177DARTH SlDIOUS: The end of the war is near, General, and I promise you, victory is assured.
1178
1179The hologram of Sidious talks to GRIEVOUS about the death of Count Dooku.
1180
1181GENERAL GRIEVOUS: But the loss of Count Dooku?
1182
1183DARTH 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.
1184
118573 INT. CORUSCANT-PADME'S APARTMENT-TWILIGHT
1186
1187PADME stands in the balcony brushing her hair. ANAKIN leans against the wall, watching her lovingly.
1188
1189ANAKIN: . . . 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.
1190
1191PADME: 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.
1192
1193ANAKIN: You are so beautiful!
1194
1195PADME: It's only because I'm so in love . . .
1196
1197ANAKIN: No, it's because I'm so in love with you.
1198
1199PADME: So love has blinded you?
1200
1201ANAKIN: Well, that's not exactly what I meant . . .
1202
1203PADME: But it's probably true!
1204
1205They laugh.
1206
1207ANAKIN: I haven't laughed in so long . . .
1208
1209PADME: Neither have I.
1210
121174 INT. POLIS MASSA-MEDICAL CENTER-DREAM
1212
1213The view is strangely distorted and disorienting. PADME is on a table in an alien medical chamber. She is giving birth and is screaming.
1214
1215PADME: Anakin, help me! Help, Anakin! Anakin, I love you. I love you.
1216
1217She screams and dies.
1218
121975 INT. CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT
1220
1221ANAKIN 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.
1222
1223PADME: Anakin??
1224
1225She gets out of bed and goes downstairs to look for him.
1226
122776 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT
1228
1229ANAKIN 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.
1230PADME descends the stairs and joins ANAKIN on the veranda. She takes his hand. He doesn't look at her.
1231
1232PADME: What's bothering you?
1233
1234ANAKIN: Nothing . . .
1235
1236ANAKIN touches the japor snippet around PADME'S neck, that Anakin gave her when he was a small boy.
1237
1238ANAKIN: (continuing) I remember when I gave this to you.
1239
1240PADME: Anakin, how long is it going to take for us to be honest with each other?
1241
1242ANAKIN: It was a dream.
1243
1244PADME: Bad?
1245
1246ANAKIN: Like the ones I used to have about my mother just before she died.
1247
1248PADME: And?
1249
1250ANAKIN: It was about you.
1251
1252They look at each other. A moment of concern passes between them.
1253
1254PADME: Tell me.
1255
1256ANAKIN: It was only a dream.
1257
1258PADME gives him a long, worried look. ANAKIN takes a deep breath.
1259
1260ANAKIN: (continuing) You die in childbirth . . .
1261
1262PADME: And the baby?
1263
1264ANAKIN: I don't know.
1265
1266PADME: It was only a dream.
1267
1268ANAKIN takes PADME in his arms.
1269
1270ANAKIN: . . . I won't let this one become real, Padme.
1271
1272They embrace, then part.
1273
1274PADME: 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.
1275
1276ANAKIN: I know ….
1277
1278PADME: Anakin, do you think Obi-Wan might be able to help us?
1279
1280ANAKIN: (suspicious) Have you told him anything?
1281
1282PADME: No, but he's your mentor, your best friend . . . he must suspect something.
1283
1284ANAKIN: He's been a father to me, but he's still on the Council. Don't tell him anything!
1285
1286PADME: I won't, Anakin.
1287
1288ANAKIN: I don't need his help . . . Our baby is a blessing, not a problem.
1289
129077 INT. CORUSCANT-JEDI TEMPLE-YODAS QUARTERS-DAY
1291
1292YODA and ANAKIN sit in Yoda 's room, deep in thought.
1293
1294YODA: Premonitions . . . premonitions . . . Hmmmm . . . these visions you have . . .
1295
1296ANAKIN: They are of pain, suffering, death . . .
1297
1298YODA: Yourself you speak of, or someone you know?
1299
1300ANAKIN: Someone . . .
1301
1302YODA: . . . close to you?
1303
1304ANAKIN: Yes.
1305
1306YODA: Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side.
1307
1308ANAKIN: I won't let these visions come true, Master Yoda.
1309
1310YODA: 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.
1311
1312ANAKIN: What must I do, Master Yoda?
1313
1314YODA: Train yourself to let go of everything you fear to lose.
1315
131678 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-DAY
1317
1318ANAKIN hurries down a temple hallway, heading toward a Jedi Briefing Room. SEVERAL JEDI are exiting.
1319
132079 INT. CORUSCANT-JEDI TEMPLE-BRIEFING ROOM-DAY
1321
1322ANAKIN 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.
1323
1324OBI-WAN: You missed the report on the Outer Rim sieges.
1325
1326ANAKIN: I'm sorry, I was held up. I have no excuse.
1327
1328OBI-WAN: In short, they are going very well. Saleucami has fallen, and Master Vos has moved his troops to Boz Pity.
1329
1330ANAKIN: What's wrong then?
1331
1332OBI-WAN: The Senate is expected to vote more executive powers to the Chancellor today.
1333
1334ANAKIN: Well, that can only mean less deliberating and more action. Is that bad? It will make it easier for us to end this war.
1335
1336OBI-WAN: Anakin, be careful of your friend Palpatine.
1337
1338ANAKIN: Be careful of what?
1339
1340OBI-WAN: He has requested your presence.
1341
1342ANAKIN: What for?
1343
1344OBI-WAN: He would not say.
1345
1346ANAKIN: He didn't inform the Jedi Council? That's unusual, isn't it?
1347
1348OBI-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.
1349
1350ANAKIN: 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?
1351
1352OBI-WAN: The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings.
1353
135480 INT. CORUSCANT-CHANCELLOR'S OFFICE-DAY
1355
1356ANAKIN stands with PALPATINE at his window overlooking the vastness of Coruscant. Several buildings have been destroyed. A brown haze hangs over the landscape.
1357
1358PALPATINE: Anakin, this afternoon the Senate is going to call on me to take direct control of the Jedi Council.
1359
1360ANAKIN: The Jedi will no longer report to the Senate?
1361
1362PALPATINE: They will report to me . . . personally. The Senate is too unfocused to conduct a war. This will bring a quick end to things.
1363
1364ANAKIN: I agree, but the Jedi Council may not see it that way.
1365
1366PALPATINE: There are times when we must all endure adjustments to the constitution in the name of security.
1367
1368ANAKIN: With all due respect, sir, the Council is in no mood for more constitutional amendments.
1369
1370PALPATINE: Thank you, my friend, but in this case I have no choice . . . this war must be won.
1371
1372ANAKIN: Everyone will agree on that.
1373
1374PALPATINE: 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.
1375
1376ANAKIN: Of course.
1377
1378PALPATINE: I need your help, son.
1379
1380ANAKIN: What do you mean?
1381
1382PALPATINE: 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.
1383
1384ANAKIN: I can assure you that the Jedi are dedicated to the values of the Republic, sir.
1385
1386PALPATINE: Nevertheless, their actions will speak more loudly than their words. I'm depending on you.
1387
1388ANAKIN: For what? I don't understand.
1389
1390PALPATINE: To be the eyes, ears, and voice of the Republic . . .
1391
1392ANAKIN thinks about this.
1393
1394PALPATINE: (continuing) Anakin . . . I'm appointing you to be my personal representative on the Jedi Council.
1395
1396ANAKIN: Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this.
1397
1398PALPATINE: I think they will . . . they need you more than you know.
1399
140081 INT. CORUSCANT-BAIL ORGANA'S OFFICE-DAY
1401
1402PADME, BAIL ORGANA, and SENATORS MON MOTHMA, FANG ZAR, TERR TANEEL, and GIDDEAN DANU sit in Senator Organa 's office.
1403
1404BAIL ORGANA: Now that he has control of the Jedi Council, the Chancellor has appointed Governors to oversee all star systems in the Republic.
1405
1406FANG ZAR: When did this happen?
1407
1408BAIL ORGANA: The decree was posted this morning.
1409
1410PADME: Do you think he will dismantle the Senate?
1411
1412MON MOTHMA: Why bother? As a practical matter, the Senate no longer exists.
1413
1414GIDDEAN DANU: The constitution is in shreds. Amendment after amendment . . . executive directives, sometimes a dozen in one day.
1415
1416BAIL ORGANA: We can't let a thousand years of democracy disappear without a fight.
1417
1418EVERYONE looks at each other, a little worried at the implications of what was just said.
1419
1420TERR TANEEL: What are you suggesting?
1421
1422BAIL ORGANA: I apologize. I didn't mean to sound like a Separatist.
1423
1424MON MOTHMA: We are not Separatists trying to leave the Republic. We are loyalists, trying to preserve democracy in the Republic.
1425
1426BAIL ORGANA: It has become increasingly clear to many of us that the Chancellor has become an enemy of democracy.
1427
1428PADME: 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.
1429
1430GlDDEAN DANU: Senator, I fear you underestimate the amount of corruption that has taken hold in the Senate.
1431
1432MON 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.
1433
1434BAIL 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 . . .
1435
1436PADME: Say no more. Senator Organa. I understand. At this point, it's better to leave some things unsaid.
1437
1438BAIL ORGANA: Yes. I agree and we must not discuss this with anyone, without everyone in this group agreeing.
1439
1440MON MOTHMA: That means those closest to you . . . even family ... no one can be told.
1441
1442They ALL nod their heads. PADME considers this for a moment.
1443
1444PADME: Agreed.
1445
144682 INT. CORUSCANT-JEDI TEMPLE-HALLWAY OUTSIDE COUNCIL CHAMBERS-DAY
1447
1448ANAKIN stands pensively in front of the Jedi Council Chambers. The door opens.
1449
145083 INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-DAY
1451
1452ANAKIN 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.
1453
1454MACE: Anakin Skywalker, we have approved your appointment to the Council as the Chancellor's personal representative.
1455
1456ANAKIN: I will do my best to uphold the principles of the Jedi Order.
1457
1458YODA: Allow this appointment lightly, the Council does not. Disturbing is this move by Chancellor Palpatine.
1459
1460ANAKIN: I understand.
1461
1462MACE: You are on this Council, but we do not grant you the rank of Master.
1463
1464Anakin reacts with anger.
1465
1466ANAKIN: 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?
1467
1468MACE: Take a seat, young Skywalker.
1469
1470ANAKIN: Forgive me, Master.
1471
1472ANAKIN goes and sits in one of the empty chairs. Everyone is embarrassed. KI-ADI-MUNDI WHO APPEARS AS A HOLOGRAM, speaks.
1473
1474Kl-ADI-MUNDI: We have surveyed all systems in the Republic, and have found no sign of General Grievous.
1475
1476YODA: Hiding in the Outer Rim, Grievous is. The outlying systems, you must sweep.
1477
1478OBI-WAN: It may take some time . . . we do not have many ships to spare.
1479
1480MACE: We cannot take ships from the front line.
1481
1482OBI-WAN: And yet, it would be fatal for us to allow the droid armies to regroup.
1483
1484YODA: Master Kenobi, our spies contact, you must, and then wait.
1485
1486Kl-ADI-MUNDI: What about the droid attack on the Wookiees?
1487
1488MACE: It is critical we send an attack group there, immediately!
1489
1490OBI-WAN: He's right, that is a system we cannot afford to lose. It's the main navigation route for the southwestern quadrant.
1491
1492ANAKIN: I know that system well. It would take us little time to drive the droids off that planet.
1493
1494MACE: Skywalker, your assignment is here with the Chancellor, and Kenobi must find General Grievous.
1495
1496YODA: Go, I will. Good relations with the Wookiees, I have.
1497
1498MACE: It is settled then. Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all.
1499
1500ANAKIN is disappointed.
1501
150284 INT. CORUSCANT-JEDI TEMPLE-MASSIVE MAIN HALLWAY AND ALCOVE-LATE AFTERNOON
1503
1504ANAKIN and OBI-WAN walk through one of the massive Jedi Temple hallways. ANAKIN is furious.
1505
1506ANAKIN: 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!
1507
1508OBI-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.
1509
1510ANAKIN: I swear to you, I didn't ask to be put on the Council . . .
1511
1512OBI-WAN: But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off.
1513
1514ANAKIN: That has nothing to do with this.
1515
1516OBI-WAN: Anakin, regardless of how it happened, you find yourself in a delicate situation.
1517
1518ANAKIN: You mean divided loyalties.
1519
1520OBI-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.
1521
1522ANAKIN: The Council is upset I'm the youngest to ever serve.
1523
1524OBI-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.
1525
1526ANAKIN: Master, you of all people should have confidence in my abilities. I know where my loyalties lie.
1527
1528OBI-WAN: I hope so . . .
1529
1530ANAKIN: I sense there's more to this talk than you're saying.
1531
1532OBI-WAN: Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you.
1533
1534ANAKIN: And?
1535
1536OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation.
1537
1538ANAKIN: What situation?
1539
1540OBI-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.
1541
1542ANAKIN: They want me to spy on the Chancellor? That's treason!
1543
1544OBI-WAN: We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not.
1545
1546ANAKIN: Why didn't the Council give me this assignment when we were in session?
1547
1548OBI-WAN: This assignment is not to be on record. The Council asked me to approach you on this personally.
1549
1550ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here.
1551
1552OBI-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.
1553
1554ANAKIN: Master, the Senate demanded that he stay longer.
1555
1556OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place.
1557
1558ANAKIN: 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?
1559
1560OBI-WAN: The Council is asking you.
1561
156285 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
1563
1564A JEDI GUNSHIP heads for the huge Clone landing platform.
1565
156686 INT. CORUSCANT-JEDI GUNSHIP-DAY
1567
1568YODA, MACE, and OBI-WAN ride in the GUNSHIP as it heads for the Clone landing platform. Mace and Obi-Wan are sitting.
1569
1570OBI-WAN : Anakin did not take to his assignment with much enthusiasm.
1571
1572YODA: Too much under the sway of the Chancellor, he is. Much anger there is in him. Too much pride in his powers.
1573
1574MACE: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him.
1575
1576OBI-WAN: He'll be all right. I trust him with my life.
1577
1578MACE:I wish I did.
1579
1580OBI-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?
1581
1582MACE: So the prophecy says.
1583
1584YODA: A prophecy . . . that misread could have been.
1585
1586OBI-WAN: He will not let me down. He never has.
1587
1588YODA: I hope right you are. And now destroy the Droid armies on Kashyyyk, I will. May the Force be with you.
1589
1590The 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.
1591
159287 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET
1593
1594Padme'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.
1595
1596PADME: Thank you, Captain.
1597
1598CAPTAIN TYPHO: Rest well. My Lady.
1599
1600CAPTAIN 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.
1601
1602PADME: I'll be up in a while.
1603
1604MOTEE: Yes, my lady.
1605
1606C-3PO stands, confused, as the HANDMAIDENS turn and exit.
1607
1608C-3PO: Is there anything I might do for you, my lady?
1609
1610PADME: Yes, make sure all the security droids are working. Thank you, Threepio.
1611
1612The golden droid turns and exits.
1613
1614PADME stands and watches the sunset. The SHADOWY FIGURE moves toward her. She senses something.
1615
1616ANAKIN: Beautiful, isn't it?
1617
1618PADME jumps and turns around.
1619
1620PADME: You startled me.
1621
1622He sits next to her on the bench.
1623
1624ANAKIN: How are you feeling?
1625
1626PADME: He keeps kicking.
1627
1628ANAKIN: He?! Why do you think it's a boy?
1629
1630PADME: (laughs) My motherly intuition.
1631
1632She puts his hand on her belly.
1633
1634ANAKIN: Whoa! With a kick that strong, it's got to be a girl.
1635
1636They laugh.
1637
1638PADME: I heard about your appointment. Anakin. I'm so proud of you.
1639
1640ANAKIN: I may be on the Council, but . . . they refused to accept me as a Jedi Master.
1641
1642PADME: Patience. In time, they will recognize your skills.
1643
1644ANAKIN: They still treat me as if I were a Padawan learner. . . they fear my power, that's the problem.
1645
1646PADME: Anakin . . .
1647
1648ANAKIN: Sometimes, I wonder what's happening to the Jedi Order . . . I think this war is destroying the principles of the Republic.
1649
1650PADME: Have you ever considered that we may be on the wrong side?
1651
1652ANAKIN: (suspicious) What do you mean?
1653
1654PADME: 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?
1655
1656ANAKIN: I don't believe that. And you're sounding like a Separatist!
1657
1658PADME: 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.
1659
1660ANAKIN: (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!
1661
1662PADME: What is it?
1663
1664ANAKIN: Nothing.
1665
1666PADME: Don't do this . . . don't shut me out. Let me help you.
1667
1668ANAKIN: You can't help me . . . I'm trying to help you.
1669
1670They look in each other's eyes.
1671
1672ANAKIN: (continuing) I sense . . . there are things you are not telling me.
1673
1674PADME is startled at this.
1675
1676PADME: I sense there are things you are not telling me.
1677
1678PADME smiles. ANAKIN is a little embarrassed.
1679
1680PADME: (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.
1681
168288 INT. CORUSCANT-GALAXIES OPERA HOUSE-NIGHT
1683
1684ANAKIN lands his speeder and exits.
1685ANAKIN runs up the stairs at the Galaxies Opera House.
1686ANAKIN 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."
1687
1688ANAKIN: You wanted to see me, Chancellor.
1689
1690PALPATINE: 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.
1691
1692ANAKIN: At last, we'll be able to capture that monster and end this war.
1693
1694PALPATINE: 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.
1695
1696ANAKIN: They try.
1697
1698PALPATINE: Sit down, (to his aides) Leave us.
1699
1700ANAKIN sits next to PALPATINE. The Chancellor leans over to him.
1701
1702PALPATINE: (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.
1703
1704ANAKIN: I'm not sure I understand.
1705
1706PALPATINE: You must sense what I have come to suspect . . . the Jedi Council want control of the Republic . . . they're planning to betray me.
1707
1708ANAKIN: I don't think . . .
1709
1710PALPATINE: Anakin, search your feelings. You know, don't you?
1711
1712ANAKIN: I know they don't trust you . . .
1713
1714PALPATINE: Or the Senate . . . or the Republic . . . or democracy for that matter.
1715
1716ANAKIN: I have to admit my trust in them has been shaken.
1717
1718PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they?
1719
1720ANAKIN doesn't say anything. He simply looks down.
1721
1722PALPATINE: (continuing) They asked you to spy on me, didn't they?
1723
1724ANAKIN: I don't know ... I don't know what to say.
1725
1726PALPATINE: Remember back to your early teachings. Anakin. "All those who gain power are afraid to lose it." Even the Jedi.
1727
1728ANAKIN: The Jedi use their power for good.
1729
1730PALPATINE: 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. . .
1731
1732ANAKIN: . . . evil.
1733
1734PALPATINE: . . . 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.
1735
1736ANAKIN: The Sith rely on their passion for their strength. They think inward, only about themselves.
1737
1738PALPATINE: And the Jedi don't?
1739
1740ANAKIN: The Jedi are selfless . . . they only care about others.
1741
1742PALPATINE smiles.
1743
1744PALPATINE: Or so you've been trained to believe. Why is it, then, that they have asked you to do something you feel is wrong?
1745
1746ANAKIN: I'm not sure it's wrong.
1747
1748PALPATINE: 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.
1749
1750ANAKIN is deep in thought.
1751
1752PALPATINE: (continuing) Did you ever hear the tragedy of Darth Plagueis "the wise"?
1753
1754ANAKIN: No.
1755
1756PALPATINE: 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.
1757
1758ANAKIN: He could actually save people from death?
1759
1760PALPATINE: The dark side of the Force is a pathway to many abilities some consider to be unnatural.
1761
1762ANAKIN: What happened to him?
1763
1764PALPATINE: 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.
1765
1766ANAKIN: Is it possible to learn this power?
1767
1768PALPATINE: Not from a Jedi.
1769
177089 EXT. KASHYYYK-DAY
1771
1772A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the HOLOGRAM AREA.
1773
177490 INT. KASHYYYK-HOLOGRAM AREA-DAY
1775
1776YODA and various JEDI speak via hologram. The discussion includes OBI-WAN, MACE, AGEN KOLAR, YODA- KI-ADI-MUNDI and PLO KOON.
1777
1778Kl-ADI-MUNDI: (holo) Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents.
1779
1780MACE: (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.
1781
1782ANAKIN: A partial message was intercepted in a diplomatic packet from the Chairman of Utapau.
1783
1784YODA: Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed.
1785
1786OBI-WAN: Does everyone agree?
1787
1788All the JEDI concur.
1789
1790ANAKIN: The Chancellor has requested that I lead the campaign.
1791
1792They all look at ANAKIN a bit disturbed.
1793
1794MACE: (a little peeved) The Council will make up its own mind who is to go, not the Chancellor.
1795
1796Kl-ADI-MUNDI: Yes, this decision is ours to make.
1797
1798ANAKIN is embarrassed and becomes sullen.
1799
1800YODA: A Master is needed, with more experience.
1801
1802MACE: Given our resources, I recommend we send only one Jedi . . . Master Kenobi.
1803
1804ANAKIN: He was not so successful the last time he met Grievous.
1805
1806OBI-WAN throws ANAKIN a dirty look.
1807
1808ANAKIN: (continuing) No offense, my Master, but I'm only stating a fact.
1809
1810OBI-WAN: Oh no, you're quite right, but I do have the most experience with his ways of combat.
1811
1812YODA: Obi-Wan, my choice is.
1813
1814Kl-ADI-MUNDI: I concur. Master Kenobi should go.
1815
1816YODA: I agree.
1817
1818All the JEDI concur.
1819
1820MACE: Very well. Council is adjourned.
1821
1822ANAKIN is angry.
1823
1824MACE: (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.
1825
182691 INT. KASHYYYK-HOLOGRAM AREA-DAY
1827
1828YODA gets out of his chair and walks to the edge of the platform.
1829
1830CLONE COMMANDER GREE: The droids have started up their main power generators.
1831
1832YODA: Then now the time is, Commander.
1833
1834CLONE COMMANDER GREE: Yes, sir.
1835
1836The battle begins.
1837
183892 EXT. KASHYYYK-BEACH HEAD-DAY
1839
1840A 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.
1841
184293 EXT. CORUSCANT-PADME'S APARTMENT-EARLY MORNING
1843
1844Padme's apartment building is surrounded by the smog-shrouded city of Coruscant.
1845
184694 INT. CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING
1847
1848PADME and OBI-WAN sit on one of the couches.
1849
1850OBI-WAN: Has Anakin been to see you?
1851
1852PADME: Several times . . . I was so happy to hear he was accepted on the Jedi Council.
1853
1854OBI-WAN: I know ... he deserves it. He is impatient, strong willed, very opinionated, but truly gifted.
1855
1856They laugh.
1857
1858PADME: You're not just here to say hello. Something is wrong, isn't it?
1859
1860OBI-WAN: You should be a Jedi, Padme.
1861
1862PADME: You're not very good at hiding your feelings.
1863
1864OBI-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.
1865
1866PADME: Why would he talk to me about his work?
1867
1868OBI-WAN studies her.
1869
1870OBI-WAN: Neither of you is very good at hiding your feelings either.
1871
1872PADME: Don't give me that look.
1873
1874OBI-WAN: I know how he feels about you.
1875
1876PADME: (nervous) What did he say?
1877
1878OBI-WAN: Nothing. He didn't have to.
1879
1880PADME is a little flustered. She stands and Obi-Wan follows. She walks to the balcony.
1881
1882PADME: I don't know what you're talking about.
1883
1884OBI-WAN: I know you both too well. I can see you two are in love. Padme, I'm worried about him.
1885
1886PADME looks down and doesn't answer.
1887
1888OBI-WAN: (continuing) I fear your relationship has confused him. He's changed considerably since we returned . . .
1889
1890They 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.
1891
1892OBI-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 . . .
1893
1894PADME: Thank you, Obi-Wan.
1895
1896OBI-WAN: Please do what you can to help him.
1897
189895 INT. CORUSCANT-PADME'S APARTMENT-DAY
1899
1900PADME, 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.
1901
1902PADME: We cannot let this turn into another war.
1903
1904BAIL ORGANA: Absolutely, that is the last thing we want.
1905
1906MON MOTHMA: We are hoping to form an alliance in the Senate to stop the Chancellor from further subverting the constitution, that's all.
1907
1908PADME: I know a Jedi I feel it would be wise to consult.
1909
1910BANA BREEMU: That would be dangerous.
1911
1912MON MOTHMA: We don't know where the Jedi stand in all this.
1913
1914PADME: I only wish to discuss this with one . . . one I trust.
1915
1916GiDDEAN DANU: Going against the Chancellor without the support of the Jedi is risky.
1917
1918PADME: The Jedi aren't any happier with the situation than we are . . .
1919
1920CHI EEKWAY: Patience, Senator.
1921
1922FANG ZAR: We have so many Senators on our side, surely that will pursuade the Chancellor.
1923
1924BANA BREEMU: When you present the "petition of the two thousand" to the Chancellor, things may change.
1925
1926BAIL ORGANA: Let us see what we can accomplish in the Senate, before we include the Jedi.
1927
1928PADME takes a deep breath in frustration and disappointment.
1929
193096 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
1931
1932ANAKIN 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.
1933
1934ANAKIN: You're going to need me on this one, Master.
1935
1936OBI-WAN: Oh, I agree. However it may turn out just to be a wild bantha chase.
1937
1938OBI-WAN starts to turn and leave.
1939
1940ANAKIN: Master!
1941
1942OBI-WAN stops and ANAKIN walks over to him.
1943
1944ANAKIN: (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.
1945
1946OBI-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.
1947
1948OBI-WAN starts down the ramp, then turns back.
1949
1950OBI-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.
1951
1952ANAKIN: Well, there's always a first time.
1953
1954OBI-WAN laughs.
1955
1956They talk for a few more minutes before ANAKIN watches OBI-WAN depart.
1957
1958ANAKIN: Obi-Wan, may the Force be with you.
1959
1960OBI-WAN: Good-bye, old friend. May the Force be with you.
1961
1962OBI-WAN heads down a ramp toward the waiting Republic cruiser.
1963
196497 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
1965
1966The Republic cruiser lifts off and heads for space.
1967
196898 INT. REPUBLIC BATTLE CRUISER-HANGAR-SPACE
1969
1970CLONE 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.
1971
1972CLONE COMMANDER CODY: Fortunately, most of the cities are concentrated on this small continent here . . . on the far side.
1973
1974OBI-WAN: I'll keep them distracted until you get there. Just don't take too long.
1975
1976CLONE COMMANDER CODY: Come on, boss, when have I ever let you down?
1977
1978They laugh.
1979
1980OBI-WAN: (laughing) Cato Nemoidia . . . for starters.
1981
1982OBI-WAN climbs into his Jedi Fighter.
1983
1984CLONE COMMANDER CODY: That was Anakin who was late. I believe.
1985
1986OBI-WAN: Very well, the burden is on me not to destroy all the droids before you get there.
1987
1988CLONE COMMANDER CODY: I'm counting on you.
1989
199099 EXT. JEDI FIGHTER-SPACE
1991
1992OBI-WAN blasts the BLUE JEDI FIGHTER out of the Republic Battle Cruiser and into the hyperspace ring. He heads for the planet Utapau.
1993
1994100 EXT. CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY
1995
1996The 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.
1997
1998PALPATINE: Well, Anakin, did you see your friend off?
1999
2000ANAKIN: He will soon have Grievous's head.
2001
2002PALPATINE: We can only hope the Council didn't make a mistake.
2003
2004ANAKIN: The Council was very sure in its decision.
2005
2006They exit the landing platform.
2007
2008101 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY
2009
2010They enter the main hallway of the Senate Office Building. They pass SEVERAL SENATORS, including REPRESENTATIVE JAR JAR BINKS from Naboo.
2011
2012JAR JAR: Helloo Annie. Good en to see yousa . . .
2013
2014The Gungan waves to Anakin.
2015
2016ANAKIN: Hi, Jar Jar.
2017
2018JAR JAR: Oopsin da Chancellor!! So sorry, Your Highness, sir.
2019
2020Anakin turns back to the Chancellor.
2021
2022PALPATINE: There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment.
2023
2024ANAKIN: Not fit? Why would anyone think that?
2025
2026PALPATINE: They say his mind has become fogged by the influence of a certain female Senator.
2027
2028ANAKIN: That's ridiculous. Who?!?
2029
2030PALPATINE: (slyly) No one knows who she is ... only that she is a Senator.
2031
2032ANAKIN: That's impossible. I would know.
2033
2034PALPATINE: Sometimes the closest are the ones who cannot see.
2035
2036ANAKIN becomes worried.
2037
2038PALPATINE: (continuing) Idle Senate gossip is rarely true and never accurate. I'm sure your Master will do fine.
2039
2040102 INT. POLIS MASSA-MEDICAL CENTER-DREAM
2041
2042PADME calls out in pain. OBI-WAN is near her and softly speaks to her.
2043
2044OBI-WAN: Save your energy.
2045
2046PADME: I can't!
2047
2048OBI-WAN: Don't give up, Padme. Don't give up . . .
2049
2050103 INT. CORUSCANT-PADME'S APARTMENT-LANDING ROOM-DAY
2051
2052ANAKIN is in the living room, working. He sits on the couch where Obi-Wan was sitting. PADME enters and crosses behind him.
2053
2054ANAKIN: I sense someone familiar . . . Obi-Wan's been here, hasn't he?
2055
2056PADME: He came by this morning.
2057
2058ANAKIN: What did he want?
2059
2060PADME looks at him for a moment. ANAKIN seems tense.
2061
2062PADME: He's worried about you.
2063
2064ANAKIN: You told him about us, didn't you?
2065
2066She continues to walk to the bedroom, he follows.
2067
2068PADME: He's your best friend, Anakin. He says you're under a lot of stress.
2069
2070ANAKIN: And he's not?
2071
2072PADME: You have been moody lately.
2073
2074ANAKIN: I'm not moody . . .
2075
2076PADME: Anakin! Don't do this again.
2077
2078ANAKIN: I don't know ... I feel . . . lost.
2079
2080PADME: Lost? What do you mean? You're always so sure of yourself. I don't understand.
2081
2082ANAKIN: Obi-Wan and the Council don't trust me.
2083
2084PADME: They trust you with their lives. Obi-Wan loves you as a son.
2085
2086ANAKIN: 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.
2087
2088PADME: You expect too much of yourself.
2089
2090They stop in front of the window in the bedroom. ANAKIN puts his hand on her belly.
2091
2092ANAKIN: I have found a way to save you.
2093
2094PADME: Save me?
2095
2096ANAKIN: From my nightmares.
2097
2098PADME: Is that what's bothering you?
2099
2100ANAKIN: I won't lose you, Padme.
2101
2102PADME: I'm not going to die in childbirth, Annie. I promise you.
2103
2104ANAKIN: 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.
2105
2106PADME looks ANAKIN in the eye.
2107
2108PADME: You don't need more power, Anakin. I believe you can protect me against anything, just as you are.
2109
2110They embrace and kiss.
2111
2112104 EXT. UTAPAU-SPACE
2113
2114OBI-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.
2115
2116105 INT. UTAPAU-LANDING PLATFORM-DAY
2117
2118OBI-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.
2119
2120TlON MEDON: Greetings, young Jedi. What brings you to our remote sanctuary?
2121
2122OBI-WAN: Unfortunately, the war.
2123
2124TlON MEDON: There is no war here unless you've brought it with you.
2125
2126OBI-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.
2127
2128A GROUND CREW rushes out and refuels Obi-Wan’s Fighter. TION MEDON leans close to OBI-WAN and speaks quietly.
2129
2130TlON MEDON: He is here! We are being held hostage. They are watching us.
2131
2132OBI-WAN: I understand.
2133
2134TlON MEDON: The tenth level . . . thousands of Battle Droids . . .
2135
2136OBI-WAN: Tell your people to take shelter. If you have warriors, now is the time.
2137
2138OBI-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:
2139
2140OBI-WAN: (continuing) Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.
2141
2142The little Astro Droid BEEPS a reply.
2143
2144106 EXT. UTAPAU-OBSERVATION DECK-DAY
2145
2146On 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.
2147
2148TlON MEDON: I told you, all he wanted was fuel.
2149
2150BODYGUARD: What was his name?
2151
2152TlON MEDON: He didn't say.
2153
2154They watch as the BLUE JEDI FIGHTER takes off.
2155
2156107 INT. UTAPAU-LANDING PLATFORM-HALLWAY-DAY
2157
2158OBI-WAN also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city.
2159
2160108 EXT. UTAPAU STAIRWAY-SINKHOLE RIM-DAY
2161
2162OBI-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.
2163
2164109 INT. UTAPAU-CITY-DRAGON CORRAL-DAY
2165
2166OBI-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.
2167He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around.
2168OBI-WAN walks up to the WRANGLERS and uses the Force with his slight hand movements.
2169
2170OBI-WAN: I need transportation.
2171
2172WRANGLER: (subtitled, in native tongue) You need transportation.
2173
2174OBI-WAN: Get it for me.
2175
2176WRANGLER: (subtitled, in native tongue) I will get it for you.
2177
2178One 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.
2179
2180OBI-WAN: This one.
2181
2182The WRANGLER brings the chosen one over to him.
2183
2184WRANGLER: Boga. She answers to Boga.
2185
2186OBI-WAN: Good girl, Boga.
2187
2188OBI-WAN swings onto the back of the LIZARD. The beast rears up and scurries outside to the edge of the sinkhole.
2189
2190110 EXT. UTAPAU-SINKHOLE WALL-LIZARD-DAY
2191
2192The 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.
2193
2194111 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY
2195
2196GENERAL 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.
2197
2198GENERAL 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.
2199
2200NUTE GUNRAY: Safe? Chancellor Palpatine managed to escape your grip, General, without Count Dooku. I have doubts about your ability to keep us safe.
2201
2202GENERAL GRIEVOUS: Be thankful, Viceroy, you have not found yourself in my grip . . . Your ship is waiting.
2203
2204OBI-WAN is deep in thought.
2205
2206112 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY
2207
2208The JEDI removes his cloak and jumps down behind the GENERAL.
2209
2210OBI-WAN: Hello, there!
2211
2212GENERAL GRIEVOUS: General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize you're doomed, (to droids) Kill him!
2213
2214About a HUNDRED BATTLE DROIDS surround OBI-WAN, GENERAL GRIEVOUS, and his BODYGUARDS. OBI-WAN looks around, then walks right up to GENERAL GRIEVOUS.
2215They stare at each other for a moment.
2216
2217GENERAL GRIEVOUS: Enough of this.
2218
2219The 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.
2220OBI-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.
2221
2222GENERAL GRIEVOUS: Back away. I will deal with this Jedi slime myself.
2223
2224OBI-WAN: Your move.
2225
2226GENERAL GRIEVOUS: You fool. I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi.
2227
2228His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship.
2229
2230OBI-WAN: You forget I trained the Jedi that defeated Count Dooku!
2231
2232OBI-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.
2233
2234OBI-WAN: I may not defeat your droids, but my troops certainly will.
2235
2236GENERAL GRIEVOUS: Army or not, you must realize you are doomed.
2237
2238OBI-WAN: I don't think so.
2239
2240TWENTY 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.
2241
2242113 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY
2243
2244More CLONES rappel into the control center and blast away at the remaining DROIDS.
2245The 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.
2246
2247114 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY
2248
2249The chase begins. Obi-Wan drops his lightsaber while riding Boga.
2250
2251115 EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET
2252
2253The sun is setting as the lights come on in the massive Senate Office Building. The sky is red.
2254
2255116 INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET
2256
2257PALPATINE 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.
2258
2259PALPATINE: 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.
2260
2261PADME: May I take it then, that there will be no further amendments to the Constitution?
2262
2263PALPATINE: 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 . . .
2264
2265PADME: You are pursuing a diplomatic solution to the war, then.
2266
2267PALPATINE: You must trust me to do the right things, Senator. That is why I am here.
2268
2269FANGZAR: But surely . . .
2270
2271The Chancellor turns on FANG ZAR.
2272
2273PALPATINE: I have said I will do what is right, that should be enough for your . . . committee.
2274
2275PADME: On behalf of the "delegation of two thousand," I thank you, Chancellor.
2276
2277PALPATINE: I thank you for bringing this to my attention, Senator.
2278
2279PADME gives ANAKIN a frustrated look, then turns and exits with the other FIVE SENATORS. PALPATINE turns to ANAKIN.
2280
2281PALPATINE: (continuing) Their sincerity is to be admired, although I sense there is more to their request than they are telling us.
2282
2283ANAKIN: What do you mean?
2284
2285PALPATINE: They are not to be trusted.
2286
2287ANAKIN: Surely Senator Amidala can be trusted . . .
2288
2289PALPATINE: 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.
2290
2291ANAKIN: I'm sure you're mistaken.
2292
2293PALPATINE: I'm surprised your Jedi insights are not more sensitive to such things.
2294
2295ANAKIN: I simply don't sense betrayal in Senator Amidala.
2296
2297PALPATINE studies ANAKIN carefully and gives him a skeptical look.
2298
2299PALPATINE: Yes, you do, but you don't seem to want to admit it. There is much conflict in you, Anakin.
2300
2301117 INT. CORUSCANT-JEDI WAR ROOM-EARLY EVENING
2302
2303KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE COMMANDER CODY, and AAYLA SECURA talk via holograms.
2304
2305CLONE COMMANDER CODY: Master Windu, may I interrupt? General Kenobi has made contact with General Grievous, and we
2306have begun our attack.
2307
2308MACE WlNDU: Thank you, Commander. Anakin, deliver this report to the Chancellor. His reaction will give us a clue to his
2309intentions.
2310
2311ANAKIN: Yes, Master.
2312
2313ANAKIN leaves the room. COMMANDER CODY's hologram disappears.
2314
2315MACE WINDU: I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor.
2316
2317Kl-ADI-MUNDI: If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from
2318office.
2319
2320MACE 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 . . .
2321
2322Kl-ADI-MUNDI: . . . and replace the Congress with Senators who are not filled with greed and corruption.
2323
2324YODA: To a dark place this line of thought will carry us. Hmmmmm. . . . great care we must take.
2325
2326118 INT. CORUSCANT-CHANCELLOR'S OFFICE-EARLY EVENING
2327
2328ANAKIN brings news to PALPATINE.
2329
2330ANAKIN: Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.
2331
2332PALPATINE: We can only hope that Master Kenobi is up to the challenge.
2333
2334ANAKIN: I should be there with him.
2335
2336PALPATINE: 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?
2337
2338ANAKIN: 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.
2339
2340PALPATINE: 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.
2341
2342They walk into the hallway.
2343
2344ANAKIN: How do you know the ways of the Force?
2345
2346PALPATINE: My mentor taught me everything about the Force . . . even the nature of the dark side.
2347
2348They stop.
2349
2350ANAKIN: You know the dark side?!?
2351
2352PALPATINE: 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.
2353
2354ANAKIN: I won't be a pawn in your political game. The Jedi are my family.
2355
2356PALPATINE: 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.
2357
2358ANAKIN: What did you say?
2359
2360PALPATINE: Use my knowledge, I beg you . . .
2361
2362ANAKIN: You're a Sith Lord!
2363
2364ANAKIN ignites his lightsaber.
2365
2366PALPATINE: 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.
2367
2368ANAKIN: You're wrong!
2369
2370PALPATINE: Are you going to kill me?
2371
2372ANAKIN: I would certainly like to.
2373
2374PALPATINE: I know you would. I can feel your anger. It gives you focus, makes you stronger.
2375
2376ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense moment, then ANAKIN relaxes, and then turns off his lightsaber.
2377
2378ANAKIN: I am going to turn you over to the Jedi Council.
2379
2380PALPATINE: 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?
2381
2382ANAKIN: I will quickly discover the truth of all this.
2383
2384PALPATINE: You have great wisdom, Anakin. Know the power of the dark side. The power to save Padme.
2385
2386ANAKIN stares at him for a moment.
2387PALPATINE turns and moves to his office.
2388
2389PALPATINE: (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 . . .
2390
2391PALPATINE sits behind his desk.
2392
2393119 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY
2394
2395OBI-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.
2396
2397120 EXT. UTAPAU-MAIN CITY PLAZA-DAY
2398
2399A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the DROID ARMY.
2400
2401OBI-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.
2402
2403GENERAL 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.
2404
2405121 EXT. UTAPAU-WINDMILLS-DAY
2406
2407GENERAL 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.
2408
2409GENERAL GRIEVOUS: Prepare to move out of orbit. I will be up in a few moments.
2410
2411OBI-WAN sizes up the situation, looking for a way to get to GENERAL GRIEVOUS.
2412
2413The 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.
2414
2415122 INT. UTAPAU-CITY TUNNEL SYSTEM-DAY
2416
2417GENERAL 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.
2418
2419123 EXT. UTAPAU-SECRET LANDING PLATFORM-DAY
2420
2421Extending 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.
2422
2423OBI-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.
2424
2425OBI-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.
2426
2427GENERAL 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.
2428
2429The 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.
2430
2431OBI-WAN: So uncivilized . . .
2432
2433OBI-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.
2434
2435124 INT. JEDI GUNSHIP-LANDING PLATFORM-EARLY EVENING
2436
2437MACE 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.
2438
2439ANAKIN: Master Windu, I must talk to you.
2440
2441MACE 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.
2442
2443ANAKIN: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord.
2444
2445MACE WINDU: A Sith Lord?
2446
2447ANAKIN: Yes. The one we have been looking for.
2448
2449MACE WiNDU: How do you know this?
2450
2451ANAKIN: He knows the ways of the Force. He has been trained to use the dark side.
2452
2453MACE WiNDU: Are you sure?
2454
2455ANAKIN: Absolutely.
2456
2457MACE WiNDU: Then our worst fears have been realized. We must move quickly if the Jedi Order is to survive.
2458
2459ANAKIN: Master, the Chancellor is very powerful. You will need my help if you are going to arrest him.
2460
2461MACE 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.
2462
2463ANAKIN: I must go, Master.
2464
2465MACE WiNDU: No. If what you told me is true, you will have gained my trust, but for now remain here.
2466
2467ANAKIN: Yes, Master.
2468
2469MACE WiNDU: Wait for us in the Council Chamber until we return.
2470
2471ANAKIN: Yes, Master.
2472
2473ANAKIN watches as the JEDI leave in their ship.
2474
2475125 INT. CORUSCANT-JEDI COUNCIL/PADME'S APARTMENT-EARLY EVENING
2476
2477(INTERCUT)
2478
2479PADME is alone in her apartment, thinking of Anakin. ANAKIN sits alone in the Jedi Council Chamber thinking of PADME.
2480
2481PALPATINE: (V.O.) You do know, don't you, if the Jedi destroy me, any chance of saving her will be lost.
2482
2483PADME: I truly, deeply love you. Before I die. I want you to know.
2484
2485C-3PO: My Lady, are you. . . . Are you all right?
2486
2487ANAKIN: I can't do this ... I can't let her die.
2488
2489ANAKIN rushes out of the Council Chamber and to his speeder. The hangar door opens and he lifts off.
2490
2491126 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-EARLY EVENING
2492
2493The sky is still blue as a JEDI GUNSHIP lands on the Senate Office Building landing platform.
2494FOUR 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.
2495
2496127 INT. CORUSCANT-LOBBY TO CHANCELLOR'S OFFICE-EARLY EVENING
2497
2498The 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.
2499
2500128 INT. CORUSCANT-CHANCELLOR’S OFFICE-EARLY EVENING
2501
2502MACE arrives with THREE JEDI to arrest PALPATINE.
2503
2504PALPATINE: Master Windu. I take it General Grievous has been destroyed then. I must say, you're here sooner than expected.
2505
2506MACE WINDU: In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.
2507
2508MACE WINDU and the other JEDI ignite their lightsabers.
2509
2510PALPATINE: Are you threatening me, Master Jedi?
2511
2512MACE: The Senate will decide your fate.
2513
2514PALPATINE: (burst of anger) I am the Senate!
2515
2516MACE: Not yet!
2517
2518PALPATINE stands, a laser sword appears out of his cloak sleeve, and he spins toward the JEDI.
2519
2520PALPATINE: It's treason, then.
2521
2522A close shot of PALPATINE as the fight begins. Close shots of THREE JEDI getting cut down by PALPATINE. PALPATINE and MACE continue to fight.
2523
2524Jedi 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.
2525
2526ANAKIN lands his speeder, jumps out, and runs down a long corridor toward the Chancellor's office.
2527
2528In 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.
2529
2530They stop as MACE forces PALPATINE to drop his sword. PALPATINE and MACE start yelling at each other.
2531
2532MACE WINDU: You are under arrest, My Lord.
2533
2534PALPATINE: Anakin! I told you it would come to this. I was right. The Jedi are taking over.
2535
2536MACE 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 . . .
2537
2538PALPATINE: No! No! You will die!
2539
2540PALPATINE raises his hands, and lightning bolts shoot out. They are blocked by MACE's lightsaber. PALPATINE is pushed back against the window sill.
2541
2542PALPATINE: He is a traitor, Anakin.
2543
2544MACE WlNDU: He's the traitor. Stop him!
2545
2546PALPATINE: Come to your senses, boy. The Jedi are in revolt. They will betray you, just as they betrayed me.
2547
2548MACE WlNDU: Aarrrrggghhhhh . . .
2549
2550PALPATINE: You are not one of them, Anakin. Don't let him kill me.
2551
2552MACE WlNDU: Aarrrrggghhhhh . . .
2553
2554PALPATINE: I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him.
2555
2556MACE WlNDU: Don't listen to him, Anakin.
2557
2558PALPATINE: Help me! Don't let him kill me. I can't hold on any longer. Ahhhhhhh . . . ahhhhhhh . . . ahhhhhhh . . .
2559
2560MACE 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.
2561
2562PALPATINE: 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.
2563
2564MACE WlNDU: You Sith disease. I am going to end this once and for all.
2565
2566ANAKIN: You can't kill him, Master. He must stand trial.
2567
2568MACE WlNDU: He has too much control of the Senate and the Courts. He is too dangerous to be kept alive.
2569
2570PALPATINE: I'm too weak. Don't kill me. Please.
2571
2572ANAKIN: It is not the Jedi way . . .
2573
2574MACE raises his sword to kill the CHANCELLOR.
2575
2576ANAKIN: (continuing) He must live . . .
2577
2578PALPATINE: Please don't, please don't . . .
2579
2580ANAKIN: I need him . . .
2581
2582PALPATINE: Please don't . . .
2583
2584ANAKIN: NO!!!
2585
2586Just as MACE is about to slash PALPATINE, ANAKIN steps in and cuts off the Jedi's hand holding the lightsaber.
2587
2588As MACE stares at ANAKIN in shock, PALPATINE springs to life.
2589The 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.
2590
2591PALPATINE: Power! Unlimited power!
2592
2593His face has changed into a horrible mask of evil. ANAKIN looks on in horror. PALPATINE cackles.
2594
2595ANAKIN: What have I done?
2596
2597ANAKIN sits.
2598
2599PALPATINE: You are fulfilling your destin, Anakin. Become my apprentice. Learn to use the dark side of the Force.
2600
2601ANAKIN: I will do whatever you ask.
2602
2603PALPATINE: Good.
2604
2605ANAKIN: 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.
2606
2607PALPATINE: To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret.
2608
2609ANAKIN kneels before PALPATINE.
2610
2611ANAKIN: I pledge myself to your teachings. To the ways of the Sith.
2612
2613PALPATINE: Good. Good. The Force is strong with you. A powerful Sith you will become. Henceforth, you shall be known as Darth . . . Vader.
2614
2615ANAKIN: Thank you. my Master.
2616
2617PALPATINE: Rise, Darth Vader.
2618
2619Palpatine moves over to his desk.
2620
2621129 EXT. KASHYYYK-MEETING HALL-DAY
2622
2623YODA winces, closes his eyes, and holds his head. He feels a disturbance in the Force.
2624
2625130 INT. CORUSCANT-CHANCELLOR'S OFFICE-EVENING
2626
2627PALPATINE is putting on his dark cloak: he is now fully DARTH SIDIOUS.
2628
2629PALPATINE: 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.
2630
2631ANAKIN: I agree. The Jedi's next move will be against the Senate.
2632
2633PALPATINE: Every single Jedi, including your friend Obi-Wan Kenobi, is now an enemy of the Republic. You understand that, don't you?
2634
2635ANAKIN: I understand, Master.
2636
2637PALPATINE: 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.
2638
2639ANAKIN: What about the other Jedi spread across the galaxy?
2640
2641PALPATINE: 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.
2642
2643131 INT. CORUSCANT-JEDI TEMPLE ENTRY-NIGHT
2644
2645ANAKIN goes to the Jedi Temple with a battalion of Clone Troopers.
2646
2647132 EXT. UTAPAU-TENTH LEVEL-LANDIXG PLATFORM-DAY
2648
2649The battle between the CLONES and the DROIDS rages throughout the sinkhole. OBI-WAN rides up to CLONE COMMANDER CODY.
2650
2651OBI-WAN: Commander, contact your troops. Tell them to move to the higher levels.
2652
2653CLONE COMMANDER CODY: Very good, sir.
2654
2655CLONE COMMANDER CODY starts to move away, then remembers something and returns to OBI-WAN.
2656
2657CLONE COMMANDER CODY: (continuing) Oh, by the way, I think you'll be needing this.
2658
2659He hands OBI-WAN his lightsaber, and the LIZARD rears up.
2660
2661OBI-WAN: Thank you, Cody, (smiling) Now let's get a move on. We've got a battle to win here.
2662
2663CLONE COMMANDER CODY: Yes, sir!
2664
2665OBI-WAN and the LIZARD ride off down the wall of the giant sinkhole.
2666The 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.
2667
2668DARTH SlDIOUS: Commander Cody, the time has come. Execute Order Sixty-Six.
2669
2670CLONE COMMANDER CODY: It will be done, My Lord.
2671
2672The HOLOGRAM disappears, and CLONE COMMANDER CODY gestures to a nearby Clone Trooper.
2673
2674CLONE COMMANDER CODY: Blast him!
2675
2676The 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.
2677OBI-WAN falls hundreds of feet to the bottom of the water-filled sinkhole.
2678
2679133 EXT. MYGEETO-DAWN
2680
2681The 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.
2682
2683DARTH SlDIOUS: Commander 1138 . . .
2684
2685CLONE COMMANDER BACARA: Yes, sir.
2686
2687DARTH SlDIOUS: The time has come. Execute Order Sixty-Six.
2688
2689CLONE COMMANDER BACARA: It will be done, My Lord.
2690
2691DARTH 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.
2692
2693134 EXT. FELUCIA-FOREST-DAY
2694
2695A 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.
2696
2697AAYLA: Steady. . . . steady . . .
2698
2699They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi.
2700
2701AAYLA: (continuing) Bly, do you think they're Droids?
2702
2703BLY: No.
2704
2705BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground.
2706
2707Another 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.
2708
2709135 EXT. KASHYYYK-MEETING HALL-DAY
2710
2711YODA drops his gimer stick, clutches his chest, and rests against a wall.
2712
2713136 EXT. KASHYYYK-EDGE OF VILIAGE-DAY
2714
2715The 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.
2716
2717The 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.
2718The cannon fires, and QUINLAN VOS and the CLONES disappear in a huge EXPLOSION.
2719
2720137 INT. CATO NEIMOIDIA-COCKPIT CLONE FIGHTER-DAY
2721
2722The CLONE PILOT watches a hologram of DARTH SIDIOUS.
2723
2724DARTH SIDIOUS: Execute Order Sixty-Six.
2725
2726CLONE PILOT: It will be done, My Lord.
2727
2728138 INT. CATO NEIMOIDIA-JEDI STARFIGHTER-DAY
2729
2730PLO KOON heads his ship toward a battle on a landing platform.
2731
2732PLO KOON: There they are. Land on the nearest platform.
2733
2734139 EXT. CATO XEIMOIDIA-JEDI STARFIGHTER-DAY
2735
2736The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky.
2737
2738140 EXT. SALEUCAMI-FOREST
2739
2740Three 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.
2741
2742141 INT. CORUSCANT-CHANCELLOR'S OFFICE-NIGHT
2743
2744DARTH 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.
2745
2746CLONE COMMANDER GREE: Yes, My Lord.
2747
2748DABTH SIDIOUS: The time has come. Execute Order Sixty-Six.
2749
2750142 EXT. KASHYYYK-MEETING HALL BALCONY-DAY
2751
2752A 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.
2753
2754CLONE COMMANDER GREE: It will be done, My Lord.
2755
2756CLONE COMMANDER GREE snaps his comlink shut.
2757
2758YODA 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.
2759
2760But 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.
2761
2762143 EXT. CORUSCANT-JEDI TEMPLE-NIGHT
2763
2764A JEDI is surrounded and gunned down by CLONE TROOPERS.
2765
2766144 INT. CORUSCANT-JEDI TEMPLE-NIGHT
2767
2768ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI.
2769He exits Shaak Ti's room and enters a hallway, where the battle is taking place.
2770
2771145 INT. CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT
2772
2773ANAKIN enters a room full of YOUNGLINGS huddled in a corner.
2774
2775YOUNGLINGS: Master Skywalker, there are too many of them. What are we going to do?
2776
2777ANAKIN looks back at them with a stern expression on his face and ignites his lightsaber.
2778
2779146 INT. CORUSCANT-PADME'S APARTMENT-PRE-DAWN
2780
2781C-3PO and PADME look out the apartment window.
2782
2783C-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.
2784
2785PADME bursts into tears.
2786
2787147 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN
2788
2789The 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.
2790
2791148 EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-PRE-DAWN
2792
2793The 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.
2794
2795BAIL ORGANA: What's going on here?!?
2796
2797CLONE SERGEANT: There's been a rebellion. Don't worry, sir, the situation is under control.
2798
2799The CLONES bar the Senator from entering the Temple.
2800
2801CLONE SERGEANT: (continuing) I'm sorry, sir. No one is allowed entry.
2802
2803The CLONES point their guns at BAIL and cock them.
2804
2805CLONE SERGEANT: (continuing) It's time for you to leave, sir.
2806
2807BAIL ORGANA: And so it is.
2808
2809BAIL 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.
2810
2811CLONE COMMANDER APPO: Get him! Shoot him!
2812
2813SEVERAL CLONES start firing at BAIL. The Senator jumps for cover behind his Speeder, starting the engines and pulling out his laser
2814pistol.
2815
2816The YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot.
2817
2818The Speeder takes off with BAIL clinging to the side. The CLONES fire at it as it disappears into the cityscape.
2819
2820149 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN
2821
2822BAIL 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.
2823
2824150 EXT. UTAPAU-UNDERWATER SINKHOLE-DAY
2825
2826The 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.
2827
2828151 EXT. UTAPAU-UNDERWATER CAVES-DAY
2829
2830OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall.
2831
2832OBI-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.
2833
2834The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water.
2835
2836The 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.
2837
2838152 EXT. KASHYYYK-LAKE ON VILLAGE EDGE-DUSK
2839
2840CLONES 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.
2841
2842AT-ST CLONE SERGEANT: Everyone out of there!
2843
2844A 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.
2845
2846CREATURE: Wookiee good . . . eat Wookiee. (crazy little laugh)
2847
2848CLONE SERGEANT: Did you find something?
2849
2850CREATURE: It's nothing, nothing. (laughs)
2851
2852CLONE SERGEANT: It's nothing, nothing. All these Wookiees are dead. Move to the east.
2853
2854CLONE TROOPER: Yes, sir.
2855
2856Suddenly, CHEWBACCA climbs up behind the AT-ST CLONE, dripping wet, and throws the CLONE SERGEANT into the water. CHEWIE BARKS.
2857
2858CREATURE: Right you are, Chewbacca. Faster that will be.
2859
2860TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda.
2861
2862YODA: Stink, this mud does. A moment to bathe, give me.
2863
2864YODA, 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.
2865
2866YODA: (continuing) Not far, are we, from the emergency ship. Quickly . . .
2867
2868YODA 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.
2869
2870153 EXT. KASHYYYK-HILLS OVERLOOKING LAKE-DUSK
2871
2872The 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.
2873The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod.
2874
2875YODA: Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have.
2876
2877The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky.
2878
2879154 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY
2880
2881BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS.
2882
2883ROYAL GUARD: Identification . . .
2884
2885BAIL ORGANA: Senator Bail Organa of Alderaan.
2886
2887BAIL 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.
2888
2889155 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY
2890
2891The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky.
2892
2893156 INT ALDERAAN-STARCRUISER-HALLWAY-DAY
2894
2895BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.
2896
2897BAIL ORGANA: Were you able to get hold of a Jedi homing beacon?
2898
2899CAPTAIN ANTILLES: Yes, sir. We've encountered no opposition. The clones are still a bit confused. It appears no one is in command.
2900
2901BAIL ORGANA: That will change soon. Hopefully we will be able to intercept a few Jedi before they walk into this catastrophe.
2902
2903157 EXT. UTAPAU-SINKHOLE WALL-LATE DAY
2904
2905OBI-WAN hides from a group of CLONE TROOPERS.
2906
2907CLONE CAPTAIN: Did you find Kenobi?
2908
2909CLONE TROOPER: No one could have survived that fall.
2910
2911He watches them pass.
2912
2913CLONE CAPTAIN: Start loading your men on the ship.
2914
2915CLONE TROOPER: Yes, sir.
2916
2917OBI-WAN tries to sneak back to the secret platform, down a flight of stairs.
2918
2919158 EXT. UTAPAU-SECRET LANDING PLATFORM-LATE DAY
2920
2921OBI-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.
2922
2923159 EXT. UTAPAU-SPACE
2924
2925OBI-WAN flies away from the planet Utapau in General Grievous's tiny Starfighter.
2926
2927160 INT. GENERAL GRIEVOUS'S STARFIGHTER-SPACE
2928
2929OBI-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.
2930
2931OBI-WAN: Emergency Code Nine Thirteen ... I have no contact on any frequency. Are there any Jedi out there? . . . anywhere . . .
2932
2933A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears.
2934
2935BAIL: (hologram) . . . Kenobi . . .
2936
2937OBI-WAN: (continuing) I've locked on. Repeat.
2938
2939The FUZZY HOLOGRAM image comes into focus, and it is BAIL ORGANA.
2940
2941BAIL ORGANA: Master Kenobi??
2942
2943OBI-WAN: Senator Organa! My Clone Troops turned on me ... I need help.
2944
2945BAIL ORGANA: We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates.
2946
2947161 INT. CORUSCANT-PADME’SAPARTMENT-PRE-DAWN
2948
2949PADME stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom.
2950
2951C-3PO: My Lady, there's a Jedi fighter docking on the veranda.
2952
2953PADME turns and rushes to the bedroom.
2954
2955162 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN
2956
2957THREEPIO walks out to ANAKIN's ship and talks with ARTOO. ARTOO beeps.
2958
2959THREEPIO: Hush! Not so loud!
2960
2961PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER. They embrace.
2962
2963PADME: Are you all right? I heard there was an attack on the Jedi Temple . . . you can see the smoke from here.
2964
2965ANAKIN: I'm fine. I'm fine. I came to see if you and the baby are safe.
2966
2967PADME: Captain Typho's here, we're safe. What's happening?
2968
2969C-3PO continues to talk to R2-D2 on the GREEN FIGHTER.
2970
2971C-3PO: What is going on?
2972
2973ARTOO SQUEAKS and BEEPS.
2974
2975C-3PO: (continuing) You can't be anymore confused than I am.
2976
2977ANAKIN: The situation is not good. The Jedi have tried to overthrow the Republic . . .
2978
2979PADME: I can't believe that!
2980
2981ANAKIN: I couldn't either at first, but it's true. I saw Master Windu attempt to assassinate the Chancellor myself.
2982
2983C-3PO leans over and whispers to ARTOO.
2984
2985C-3PO: Something important is going on! I heard a rumor they are going to banish all droids.
2986
2987ARTOO BEEPS rather loudly. C-3PO puts his fingers to his lips.
2988
2989C-3PO: (continuing) Shhhhhh . . . not so loud.
2990
2991ARTOO BEEPS quietly.
2992
2993C-3PO: (continuing) Whatever it is, we'll be the last to know.
2994
2995PADME: Anakin, what are you going to do?
2996
2997ANAKIN looks down for a moment and then walks away from Padme.
2998
2999ANAKIN: I will not betray the Republic . . . my loyalties lie with the Chancellor and with the Senate . . . and with you.
3000
3001ANAKIN turns and walks back to Padme.
3002
3003PADME: What about Obi-Wan?
3004
3005ANAKIN: I don't know . . . Many Jedi have been killed. We can only hope that he's remained loyal to the Chancellor.
3006
3007PADME: How could this have happened?
3008
3009ANAKIN: 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.
3010
3011PADME stands and reacts ever so slightly.
3012
3013PADME: What are you saying?
3014
3015ANAKIN: You need to distance yourself from your friends in the Senate. The Chancellor said they will be dealt with when this conflict is over.
3016
3017PADME: What if they start an inquisition? I've opposed this war. What will you do if I become a suspect?
3018
3019ANAKIN: That won't happen. I won't let it.
3020
3021PADME: Oh, Anakin, I'm afraid.
3022
3023ANAKIN takes PADME in his arms.
3024
3025ANAKIN: 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.
3026
3027They kiss.
3028
3029ANAKIN: (continuing) Please, wait for me.
3030
3031PADME: I will.
3032
3033ANAKIN gets into his Fighter as THREEPIO backs away.
3034
3035C-3PO: (to Artoo) Well, he is under a lot of stress, Artoo.
3036
3037ARTOO beeps.
3038
3039C-3PO: (continuing) Take care, my little friend.
3040
3041ARTOO 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.
3042
3043C-3PO: (continuing) My Lady, is there anything I might do?
3044
3045PADME: No thank you, Threepio.
3046
3047G-3PO: A snack, perhaps?
3048
3049PADME: No.
3050
3051THREEPIO starts to move off.
3052
3053C-3PO: I feel so helpless.
3054
3055163 EXT. ALDERAAN-STARCRUISER-SPACE
3056
3057OBI-WAN's ship docks with Bail Organa's Starcruiser.
3058
3059164 INT. ALDERAAN-STARCRUISER-HALLWAY-DAY
3060
3061The door to the main hallway slides open. OBI-WAN enters and is greeted by YODA and BAIL ORGANA. The three walk down the hallway.
3062
3063BAIL ORGANA: You made it.
3064
3065YODA: Master Kenobi, dark times are these. Good to see you. it is.
3066
3067OBI-WAN: You were attacked by your Clones, also?
3068
3069YODA: With the help of the Wookiees, barely escape, I did.
3070
3071OBI-WAN: How many other Jedi managed to survive?
3072
3073YODA: Heard from no one, have we.
3074
3075BAIL ORGANA: I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda.
3076
3077OBI-WAN: Have we had any contact from the Temple?
3078
3079YODA: Received a coded retreat message, we have.
3080
3081BAIL ORGANA: It requests all Jedi to return to the Temple. It says that the war is over . . .
3082
3083OBI-WAN: Well, then we must go back! If there are other stragglers, they will fall into the trap and be killed.
3084
3085BAIL ORGANA: It's too dangerous to return.
3086
3087YODA: Suggest dismantling the coded signal, do you?
3088
3089OBI-WAN: Yes, Master. There is too much at stake here, and we need a clearer picture of what has happened.
3090
3091YODA: I agree. In a dark place we find ourselves ... a little more knowledge might light our way.
3092
3093165 EXT. MUSTAFAR-LAVA FIELDS-DAY
3094
3095Workers move across the lava beds, gathering the magma. A column of aliens riding giant MUSTAFAR FLEAS marches forward.
3096
3097166 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3098
3099A HOLOGRAM of DARTH SIDIOUS is in the center of the room. NUTE GUNRAY and the REST OF THE SEPARATIST COALITION watch SIDIOUS.
3100
3101NUTE GUNRAY: The plan has gone as you had promised, My Lord.
3102
3103DARTH SIDIOUS: You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you.
3104
3105The hologram disappears.
3106
3107167 INT. CRUISER-COCKPIT
3108
3109The Republic Cruiser heads toward Coruscant. OBI-WAN, BAIL, YODA, and TWO PILOTS sit in the cockpit.
3110
3111PILOT: We are receiving a message from the Chancellor's office, sir.
3112
3113BAIL ORGANA: Send it through.
3114
3115PILOT: Yes, sir.
3116
3117The PILOT pushes some buttons. MAS AMEDDA appears on screen.
3118
3119MAS AMEDDA: Senator Organa . . . the Supreme Chancellor of the Republic requests your presence at a special session of Congress.
3120
3121BAIL ORGANA: Tell the Chancellor I will be there.
3122
3123MAS AMEDDA: Very well. He will be expecting you.
3124
3125MAS AMEDDA's image disappears from the screen.
3126
3127BAIL ORGANA: It could be a trap.
3128
3129OBI-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.
3130
3131YODA: If a special session of Congress there is, easier for us to enter the Jedi Temple it will be.
3132
3133168 EXT. CORUSCANT-SENATE LANDING PLATFORM-LATE DAY
3134
3135OBI-WAN, BAIL, and YODA land on Coruscant. The elevator door opens, and they step out.
3136
3137GUARD: Welcome back, Senator. May I see your clearance?
3138
3139BAIL ORGANA: Certainly.
3140
3141GUARD: Thank you, you may proceed. We will take custody of the Jedi.
3142
3143OBI-WAN: It would be better if we stayed with the Senator.
3144
3145GUARD: It would be better if they stayed with you.
3146
3147BAIL and his AIDES go into the Senate. YODA and OBI-WAN head for the Jedi Temple.
3148
3149169 EXT. MUSTAFAR-JEDI STARFIGHTER-SPACE
3150
3151ANAKIN's Jedi Starfighter heads for the hazy blood-red planet of Mustafar.
3152
3153170 EXT. MUSTAFAR-LANDING PLATFORM-DAY
3154
3155ANAKIN 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.
3156
3157ANAKIN: Artoo . . . stay with the ship.
3158
3159ARTOO lets out a sad little BEEP and moves back toward the ship.
3160
3161171 EXT. MUSTAFAR-LANDING PLATFORM-DAY
3162
3163ANAKIN, putting on his hood, walks across a walkway upon arriving on Mustafar.
3164
3165172 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3166
3167ANAKIN appears in the doorway of the control center.
3168
3169NUTE GUNRAY: Welcome, Lord Vader. We've been expecting you.
3170
3171Everyone 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.
3172
3173173 EXT. CORUSCANT-JEDI TEMPLE-LATE DAY
3174
3175Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze.
3176
3177174 INT. CORUSCANT-JEDI TEMPLE-MAIN ENTRANCE-LATE DAY
3178
3179A 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.
3180
3181OBI-WAN: There are several battalions of Clone Troopers on every level. Many are dressed as Jedi.
3182
3183YODA: Dismantle the coded signal quickly. That group back there, soon discovered will be.
3184
3185175 EXT. CORUSCANT-SENATE BUILDING-SUNSET
3186
3187The awesome Senate Building looms over the city. The endless traffic continues to clutter the skyline.
3188
3189176 INT. CORUSCANT-SENATE CHAMBER-SUNSET
3190
3191The 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.
3192
3193PALPATINE: . . . and the Jedi Rebellion has been foiled.
3194
3195BAIL ORGANA: I was held up. What's happening?
3196
3197PADME: The Chancellor has been elaborating on a plot by the Jedi, to overthrow the Senate.
3198
3199BAIL ORGANA: That's not true!
3200
3201PADME: He's been presenting evidence all afternoon.
3202
3203BAIL ORGANA: And the Senate will go along with it, just like they always do.
3204
3205PALPATINE: The remaining Jedi will be hunted down and defeated. (applause) Any collaborators will suffer the same fate.
3206
3207(applause)
3208
3209These have been trying times, but we have passed the test.
3210
3211177 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-SUNSET
3212
3213YODA 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.
3214YODA and OBI-WAN walk through the ruins of the Temple until they come across the bodies of some students.
3215
3216OBI-WAN: Not even the younglings survived.
3217
3218YODA: Killed not by clones, this Padawan. By a lightsaber, he was.
3219
3220OBI-WAN: . . .Who?? Who could have done this?
3221
3222178 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3223
3224ANAKIN 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.
3225
3226ANAKIN, 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.
3227
3228Then POGGLE THE LESSER loses his head; WAT TAMBOR, SHU MAI, and the REST OF THE SEPARATISTS run into the conference room.
3229
3230179 INT. CORUSCANT-SENATE CHAMBER-SUNSET
3231
3232PALPATINE: The attempt on my life has left me scarred and deformed, but I assure you my resolve has never been stronger.
3233
3234Applause.
3235
3236180 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3237
3238In the hallway, ANAKIN cuts down DROIDS and SEPARATISTS alike. He is unstoppable. ANAKIN turns his head-his eyes are yellow.
3239
3240181 INT. CORUSCANT-SENATE CHAMBER-SUNSET
3241
3242PALPATINE continues his speech at the podium.
3243
3244PALPATINE: 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.
3245
3246There is a long period of APPLAUSE.
3247
3248PADME: Well, this is the moment we discover if he intends to return the Republic to a democracy.
3249
3250PALPATINE: 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.
3251
3252There is a loud, sustained CHEER from the Senate. BAIL ORGANA and PADME sit, dumbfounded.
3253
3254PALPATINE: (continuing) An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . .
3255
3256The Senate CHEERS again. BAIL and PADME are devastated. PADME begins to cry.
3257
3258PALPATINE: (continuing) An empire ruled by the majority . . . Ruled by a new constitution . . .
3259
3260The Senate APPLAUDS.
3261
3262PADME: So this is how liberty dies, with thunderous applause . . .
3263
3264BAIL ORGANA: We cannot let this happen.
3265
3266He starts to stand up. PADME stops him.
3267
3268PADME: Not now! There will be a time.
3269
3270182 INT. MUSTAFAR-MAIN CONTROL CENTER-CONFERENCE ROOM-DAY
3271
3272After 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.
3273
3274RUNE HAAKO: Stop! Enough, this is not right!
3275
3276RUNE 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.
3277
3278183 INT. MUSTAFAR-MAIN CONTROL CENTER-HALLWAY-DAY
3279
3280NUTE GUNRAY is the last Separatist leader alive. ANAKIN moves on to find NUTE GUNRAY hiding in an alcove.
3281
3282NUTE GUNRAY: The war is over. Lord Sidious promised us peace ... we only want . . .
3283
3284NUTE GUNRAY is cut down in midsentence.
3285
3286184 INT. CORUSCANT-JEDI TEMPLE-COMPUTER ROOM-NIGHT
3287
3288OBI-WAN stands in a large computer area as YODA looks on, in the hatchway to the Main Control Center.
3289
3290OBI-WAN: I've recalibrated the code warning all surviving Jedi to stay away.
3291
3292YODA: Good . . . For the Clones to discover the recalibration, a long time it will take. To change it back, longer still. Hurry.
3293
3294185 INT. CORUSCANT-JEDI TEMPLE-CONTROL CENTER-NIGHT
3295
3296OBI-WAN enters the Main Control Center with YODA and heads for the hologram area.
3297
3298OBI-WAN: Wait, Master. There is something I must know . . .
3299
3300YODA: If into the security recordings you go, only pain will you find.
3301
3302OBI-WAN: I must know the truth, Master.
3303
3304OBI-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.
3305
3306OBI-WAN: (continuing) It can't be . . . It can't be . . .
3307
3308As ANAKIN surveys the carnage, a DARK-ROBED SITH LORD enters. ANAKIN turns to DARTH SIDIOUS and kneels before him.
3309
3310ANAKIN: The traitors have been taken care of, Lord Sidious.
3311
3312DARTH SlDIOUS: Good . . . good . . . You have done well, my new apprentice. Do you feel your power growing?
3313
3314ANAKIN: Yes, My Master.
3315
3316DARTH SlDIOUS: Now, Lord Vader, now go and bring peace to the Empire.
3317
3318OBI-WAN watches in horror. Tears well up in his eyes.
3319
3320OBI-WAN: I can't watch any more.
3321
3322OBI-WAN switches off the hologram. The TWO JEDI stand in silence for a few moments.
3323
3324YODA: Destroy the Sith, we must.
3325
3326OBI-WAN: Send me to kill the Emperor. I will not kill Anakin.
3327
3328YODA: To fight this Lord Sidious, strong enough, you are not.
3329
3330OBI-WAN: He is like my brother ... I cannot do it.
3331
3332YODA: Twisted by the dark side, young Skywalker has become. The boy you trained, gone he is . . . Consumed by Darth Vader.
3333
3334OBI-WAN: How could it have come to this?
3335
3336YODA: To question, no time there is.
3337
3338OBI-WAN: I do not know where the Emperor has sent him. I don't know where to look.
3339
3340YODA: Use your feelings, Obi-Wan, and find him, you will. Visit the new Emperor, my task is. May the Force be with you.
3341
3342OBI-WAN: May the Force be with you, Master Yoda.
3343
3344186 INT. CORUSCANT-PADME'S APARTMENT-AFTERNOON
3345
3346A DC0052 Intergalactic Speeder pulls up to the veranda landing of Padme's apartment.
3347
3348187 EXT. CORUSCANT -PADME'S APARTMENT-VERANDA-AFTERNOON
3349
3350The 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.
3351
3352C-3PO: Hello, might I help you . . . Oh, it's you, Master Kenobi. Come in, quickly.
3353
3354The security curtain disappears, and the FIGURE lifts his hood. It is OBI-WAN. The alarm stops sounding.
3355
3356OBI-WAN: Has Anakin been here . . . ?
3357
3358C-3PO: Yes . . . right after the attack on the Jedi Temple.
3359
3360PADME comes down the stairs in a robe. THREEPIO leaves.
3361
3362PADME: Master Kenobi . . .
3363
3364She embraces Obi-Wan.
3365
3366PADME: (continuing) Oh, Obi-Wan, thank goodness . . . you're alive.
3367
3368OBI-WAN: The Republic has fallen. Padme . . . The Jedi Order is no more . . .
3369
3370PADME: I know, it's hard to believe everything to which we've dedicated our lives is gone.
3371
3372OBI-WAN: I believe we have been part of a plot hundreds of years in the making.
3373
3374PADME: The Senate is still intact, there is some hope.
3375
3376OBI-WAN: No. Padme . . . It's over . . . The Sith now rule the galaxy as they did before the Republic.
3377
3378PADME: The Sith!?!
3379
3380OBI-WAN: I'm here looking for Anakin . . . When was the last time you saw him?
3381
3382PADME: Yesterday.
3383
3384OBI-WAN: And do you know where he is now?
3385
3386PADME: (looks down) No.
3387
3388OBI-WAN: Padme, I need your help. He's in grave danger.
3389
3390PADME: From the Sith?
3391
3392OBI-WAN: From himself . . . Padme, Anakin has turned to the dark side.
3393
3394PADME: You're wrong! How could you even say that?
3395
3396OBI-WAN: I have seen a security hologram of him killing younglings.
3397
3398PADME: Not Anakin! He couldn't!
3399
3400OBI-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.
3401
3402PADME: I don't believe you ... I can't.
3403
3404OBI-WAN: Padme, I must find him.
3405
3406PADME: You're going to kill him, aren't you?
3407
3408OBI-WAN: He has become a very great threat.
3409
3410As PADME moves to sit down, she reveals her pregnancy.
3411
3412PADME: I can't . . .
3413
3414OBI-WAN: Anakin is the father, isn't he?
3415
3416PADME looks away.
3417
3418OBI-WAN: (continuing) I'm so sorry.
3419
3420OBI-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.
3421
3422188 INT. MUSTAFAR-LANDING PLATFORM-DAY
3423
3424R2-D2 waits forlornly for his Master in front of the Jedi Starfighter.
3425
3426189 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3427
3428ANAKIN surveys the slaughter with a crazed look in his eyes.
3429
3430190 INT. MUSTAFAR-CONTROL CENTER-BALCONY-DAY
3431
3432ANAKIN stares out at Mustafar, standing on the control room balcony.
3433
3434191 EXT. CORUSCANT-LANDING PLATFORM-SUNSET
3435
3436A 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.
3437
3438CAPTAIN TYPHO: My Lady, let me come with you.
3439
3440PADME: There is no danger. The fighting is over, and . . . this is personal.
3441
3442TYPHO bows.
3443
3444CAPTAIN TYPHO: As you wish, My Lady . . . but I strongly disagree.
3445
3446PADME: I'll be all right, Captain.
3447
3448He goes to the speeder and gets in.
3449
3450PADME: (continuing) This is something I must do myself. Besides, Threepio will look after me.
3451
3452C-3PO: Oh, dear.
3453
3454TYPHO 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.
3455
3456192 INT. NABOO SKIFF
3457
3458THREEPIO chatters away as PADME breaks down in tears, the painful reality sinking in.
3459
3460C-3PO: Green light. Do you know that I think I'm beginning to get the hang of this flying business.
3461
3462OBI-WAN stows away on Padme's ship. The ship lifts from the landing platform and heads into the traffic lanes.
3463
3464193 INT. CORUSCANT-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-SUNSET
3465
3466A HOLOGRAM OF ANAKIN appears before PALPATINE in his office at the bottom of the Senate Arena.
3467
3468DARTH VADER: The Separatists are taken care of, My Master.
3469
3470DARTH SlDIOUS: It is finished, then. You have restored peace and justice to the galaxy. You have done well, Lord Vader.
3471
3472DARTH VADER: Thank you, My Master.
3473
3474194 INT. MUSTAFAR-COXFERENCE ROOM-DAY
3475
3476A Hologram of Sidious speaks with Anakin in the Mustafar control room.
3477
3478DARTH 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.
3479
3480DARTH VADER: Very good, My Lord.
3481
3482ANAKIN sees Padme's ship arriving on the screen and goes out to meet her.
3483
3484195 EXT. MUSTAFAR-LANDING PLATFORM-DAY
3485
3486The 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.
3487
3488ANAKIN: Padme, I saw your ship . . .
3489
3490They embrace.
3491
3492PADME: Oh, Anakin!
3493
3494ANAKIN: It's all right, you're safe now. What are you doing out here?
3495
3496PADME: I was so worried about you. Obi-Wan told me terrible things.
3497
3498ANAKIN: What things?
3499
3500PADME: He said you have turned to the dark side . . . that you killed younglings.
3501
3502ANAKIN: Obi-Wan is trying to turn you against me.
3503
3504PADME: He cares about us.
3505
3506ANAKIN: Us??!
3507
3508PADME: He knows . . . He wants to help you.
3509
3510ANAKIN: Is Obi-Wan going to protect you? He can't ... he can't help you. He's not strong enough.
3511
3512PADME: Anakin, all I want is your love.
3513
3514ANAKIN: Love won't save you, Padme. Only my new powers can do that.
3515
3516PADME: At what cost? You are a good person. Don't do this.
3517
3518ANAKIN: 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.
3519
3520PADME: Come away with me. Help me raise our child. Leave everything else behind while we still can.
3521
3522ANAKIN: 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.
3523
3524PADME: I don't believe what I'm hearing . . . Obi-Wan was right. You've changed.
3525
3526ANAKIN: I don't want to hear any more about Obi-Wan. The Jedi turned against me. Don't you turn against me.
3527
3528PADME: 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
3529can't follow.
3530
3531ANAKIN: Because of Obi-Wan?
3532
3533PADME: Because of what you've done . . . what you plan to do. Stop, stop now. Come back! I love you.
3534
3535ANAKIN: (seeing Obi-Wan) Liar!
3536
3537PADME turns around and. sees OBI-WAN standing in the doorway of the Naboo Cruiser.
3538
3539PADME: No!
3540
3541ANAKIN: You're with him. You've betrayed me! You brought him here to kill me!
3542
3543PADME: NO! Anakin. I swear ... I ...
3544
3545ANAKIN reaches out, and PADME grabs her throat as she starts to choke.
3546
3547OBI-WAN: Let her go, Anakin.
3548
3549ANAKIN: What have you and she been up to?
3550
3551OBI-WAN: Let her go!
3552
3553ANAKIN releases his grip on the unconscious PADME and she crumples to the ground.
3554
3555ANAKIN: You turned her against me.
3556
3557OBI-WAN: You have done that yourself.
3558
3559ANAKIN: You will not take her from me.
3560
3561ANAKIN throws off his cloak.
3562
3563OBI-WAN: Your anger and your lust for power have already done that.
3564
3565OBI-WAN flings off his cloak.
3566
3567OBI-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.
3568
3569They circle each other until OBI-WAN is near PADME. He places his hand on her.
3570
3571ANAKIN: 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.
3572
3573OBI-WAN: Your new Empire?
3574
3575ANAKIN: Don't make me kill you.
3576
3577OBI-WAN: Anakin, my allegiance is to the Republic ... to democracy.
3578
3579ANAKIN: If you're not with me, you're my enemy.
3580
3581OBI-WAN: Only a Sith Lord deals in absolutes. I will do what I must.
3582
3583(ignites his lightsaber)
3584
3585ANAKIN: You will try.
3586
3587ANAKIN ignites his lightsaber.
3588
3589ANAKIN lashes out at OBI-WAN, and they begin a ferocious sword fight. ANAKIN throws CONTAINERS at OBI-WAN using the Force.
3590They 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.
3591ARTOO BEEPS his concern and rushes to the unconscious PADME's aid.
3592
3593196 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT
3594
3595YODA 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.
3596
3597YODA: I hear a new apprentice, you have. Emperor, or should I call you Darth Sidious.
3598
3599DARTH SlDIOUS: Master Yoda, you survived.
3600
3601YODA: Surprised?
3602
3603DARTH SlDIOUS: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side.
3604
3605The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding YODA.
3606YODA is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. DARTH SIDIOUS chuckles.
3607
3608197 INT. MUSTAFAR-PASSAGES TO MAIN CONTROL CENTER-DAY
3609
3610ANAKIN 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.
3611
3612198 EXT. MUSTAFAR-LANDING PLATFORM-NABOO CRUISER-DAY
3613
3614R2-D2, tries to drag PADME on board the Naboo Cruiser. C-3PO pokes his head out of the ship's doorway.
3615
3616C-3PO: What are you doing? You're going to hurt her. Wait!!
3617
3618C-3PO starts down the ramp.
3619
3620199 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT
3621
3622MAS AMEDDA leaves the room. PALPATINE approaches a stunned YODA.
3623
3624DARTH SlDIOUS: I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.
3625
3626YODA: Not if anything I have to say about it, Lord Sidious.
3627
3628YODA uses the Force to throw DARTH SIDIOUS back, knocking him clear over his desk and onto the floor in a heap.
3629
3630YODA: (continuing) At an end your rule is and not short enough it was, I must say.
3631
3632DARTH 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.
3633
3634YODA: (continuing) If so powerful you are, why leave??
3635
3636YODA ignites his lightsaber.
3637
3638DARTH SlDIOUS: You will not stop me. Darth Vader will become more powerful than either of us.
3639
3640DARTH SIDIOUS ignites his lightsaber.
3641
3642YODA: Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force.
3643
3644Their swords CLASH. The battle is extremely fast and furious.
3645
3646
3647200 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3648
3649View 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.
3650
3651ANAKIN: Don't make me destroy you, Master. You're no match for the dark side.
3652
3653OBI-WAN: I've heard that before, Anakin . . . but I never thought I'd hear it from you.
3654
3655ANAKIN 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.
3656
3657201 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT
3658
3659PALPATINE 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.
3660
3661202 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY
3662
3663The battle intensifies.
3664
3665OBI-WAN: (continuing) The flaw of power is arrogance.
3666
3667OBI-WAN stands looking at his former apprentice for a moment.
3668
3669ANAKIN: You hesitate . . . the flaw of compassion.
3670
3671OBI-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.
3672Both combatants are blasted backwards onto the control panels.
3673They regain their footing and the battle continues. ANAKIN kicks OBI-WAN away.
3674They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.
3675
3676203 INT. CORUSCANT-SENATE CHAMRER-MAIN ARENA-NIGHT
3677
3678YODA 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.
3679
3680The energy bolts begin to arc back on the Emperor. It looks as if the Dark Lord is doomed.
3681
3682YODA: Destroy you I will, just as Master Kenobi, your apprentice will destroy.
3683
3684YODA 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.
3685
3686YODA 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.
3687
3688YODA 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.
3689
3690204 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY-DAY
3691
3692ANAKIN 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.
3693
3694The balcony ends, and OBI-WAN is trapped. He looks over the balcony and into a river of lava.
3695
3696ANAKIN cuts apiece of the balcony railing off, along with a control panel.
3697ALARMS 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.
3698
3699205 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY, PIPE ACROSS LAVA RIVER, MAIN COLLECTION PLANT-DAY
3700
3701ANAKIN, following OBI-WAN, jumps down onto the flexing pipe, lands, and resumes fighting.
3702
3703206 INT. MUSTAFAR-PIPE ACROSS LAVA RIVER-DAY
3704
3705OBI-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.
3706
3707207 INT. CORUSCANT-SENATE OFFICE BUILDING-WIRING CHUTE-NIGHT
3708
3709YODA squishes his way through a mass of wires in a small chute. He talks on his comlink.
3710
3711YODA: Hurry. Careful timing we will need.
3712
3713BAIL ORGANA: (in speeder) There aren't many troops on this side. Activate your homing beacon when you're ready.
3714
3715208 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT
3716
3717A 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.
3718
3719CLONE COMMANDER THIRE: There is no sign of his body, sir.
3720
3721MAS AMEDDA: Then he is not dead.
3722
3723PALPATINE: Double your search.
3724
3725CLONE COMMANDER THIRE: Yes sir. Right away, sir.
3726
3727PALPATINE: (to Mas Amedda) Tell Captain Kagi to prepare my shuttle for immediate takeoff.
3728
3729MAS AMEDDA: Yes, Master.
3730
3731PALPATINE: I sense Lord Vader is in danger.
3732
3733PALPATINE 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.
3734
3735209 EXT. MUSTAFAR-COLLECTION PANELS-DAY
3736
3737OBI-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.
3738Support 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.
3739
3740It 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.
3741
3742210 EXT. CORUSCANT-SENATE OFFICE BUILDING-NIGHT
3743
3744BAIL 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.
3745
3746211 INT. CORUSCANT-BAIL ORGANA'S SPEEDER-NIGHT
3747
3748YODA straightens himself out.
3749
3750YODA: Into exile I must go. Failed, I have.
3751
3752YODA and BAIL fly into the traffic of the city.
3753
3754212 EXT. MUSTAFAR-COLLECTION PANELS-DAY
3755
3756OBI-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.
3757ANAKIN and OBI-WAN continue their sword fight hanging from cables as they swing past each other.
3758
3759213 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY
3760
3761C-3PO carefully lifts PADME into his arms. R2-D2 nervously looks on. BEEPING.
3762
3763C-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.
3764
3765C-3PO carries PADME into the Naboo Skiff.
3766
3767214 EXT. MUSTAFAR-COLLECTION PANELS-DAY
3768
3769From 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.
3770
3771SNAPPING 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.
3772
3773OBI-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.
3774
3775ANAKIN 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.
3776
3777OBI-WAN heads for the bank of the lava river, but Anakin's DROID is faster. He catches up with his old Master.
3778
3779OBI-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.
3780
3781OBI-WAN: I have failed you, Anakin. I was never able to teach you to think.
3782
3783ANAKIN and OBI-WAN confront each other on the lava river.
3784
3785ANAKIN: I should have known the Jedi were plotting to take over . . .
3786
3787OBI-WAN: From the Sith!!! Anakin, Chancellor Palpatine is evil.
3788
3789ANAKIN: From the Jedi point of view! From my point of view, the Jedi are evil.
3790
3791OBI-WAN: Well, then you are lost!
3792
3793ANAKIN: This is the end for you, My Master. I wish it were otherwise.
3794
3795ANAKIN 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.
3796
3797OBI-WAN: It's over, Anakin. I have the high ground.
3798
3799ANAKIN: You underestimate my power!
3800
3801OBI-WAN: Don't try it.
3802
3803ANAKIN 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.
3804
3805ANAKIN 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.
3806
3807OBI-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.
3808
3809OBI-WAN picks up Anakin's light saber and begins to walk away. He stops and looks back.
3810
3811ANAKIN: I hate you!
3812
3813OBI-WAN: You were my brother, Anakin. I loved you.
3814
3815ANAKIN'S clothing blows into the lava river and ignites. Suddenly ANAKIN bursts into flames and starts SCREAMING.
3816
3817215 INT. MUSTAFAR-VOLCANO EDGE-DAY
3818
3819OBI-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.
3820
3821He runs back to Padme's ship as ANAKIN drops, smoldering, near the top of the lava pit.
3822
3823216 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY
3824
3825OBI-WAN makes his way to the SKIFF. He looks for Padme. THREEPIO sticks his head out the door of the SKIFF.
3826
3827C-3PO: Master Kenobi! We have Miss Padme on board. Please, please hurry. We should leave this dreadful place.
3828
3829OBI-WAN runs on board the Naboo Skiff.
3830
3831217 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY
3832
3833PADME lies on a cot or bed inside the ship. OBI-WAN walks over and checks on her.
3834
3835PADME: Obi-Wan? Is Anakin all right?
3836
3837OBI-WAN looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness. ARTOO watches over her.
3838OBI-WAN rides in the co-pilot's station. He sits looking pensive. THREEPIO drives.
3839
3840218 EXT. MUSTAFAR-VOLCANO EDGE-DAY
3841
3842ANAKIN crawls up the bank, his body smoking. A shuttle flies overhead and lands.
3843
3844219 EXT. MUSTAFAR-LANDING PLATFORM-IMPERIAL SHUTTLE-DAY
3845
3846An 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.
3847
3848220 INT. MUSTAFAR-VOLCANO PIT-DAY
3849
3850DARTH SIDIOUS walks in front of the CLONE TROOPERS on his way to get to Anakin at the edge of the lava pit.
3851
3852221 EXT. MUSTAFAR-VOLCANO PIT-DAY
3853
3854DARTH SIDIOUS discovers what remains of ANAKIN and checks him out. He turns to the CLONES.
3855
3856DARTH SIDIOUS: Anakin! Anakin! There he is. He's still alive. Get a medical capsule, immediately.
3857
3858CLONE CAPTAIN: Yes sir. Right away.
3859
3860Several of the CLONES rush off as DARTH SIDlOUS puts his hand on ANAKIN's forehead.
3861
3862222 INT. POLIS MASSA-OBSERVATION DOME-NIGHT
3863
3864On the isolated asteroid of Polis Massa, YODA meditates.
3865
3866YODA: Failed to stop the Sith Lord, I have. Still much to learn, there is ...
3867
3868QUI -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.
3869
3870YODA: Eternal consciousness.
3871
3872QUI-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.
3873
3874YODA: . . . to become one with the Force, and influence still have . . . A power greater than all, it is.
3875
3876QUI-GON: (V.O.) You will learn to let go of everything. No attachment, no thought of self. No physical self.
3877
3878YODA: A great Jedi Master, you have become, Qui-Gon Jinn. Your apprentice I gratefully become.
3879
3880YODA thinks about this for a minute, then BAIL ORGANA enters the room and breaks his meditation.
3881
3882BAIL ORGANA: Excuse me, Master Yoda. Obi-Wan Kenobi has made contact.
3883
3884223 EXT. MUSTAFAR-LANDING PLATFORM-DAY
3885
3886The 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.
3887
3888224 EXT. POLIS MASSA-LANDING PLATFORM-NIGHT
3889
3890OBI-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.
3891
3892BAIL ORGANA: We'll take her to the medical center, quickly.
3893
3894225 EXT. LANDING PLATFORM-CORUSCANT-IMPERIAL REHAB CENTER-DAY
3895
3896The shuttle lands. DARTH SIDIOUS and CLONE TROOPERS leave the shuttle. ANAKIN's body is carried along in a floating medical capsule.
3897
3898226 INT. POLIS MASSA-MEDICAL CENTER-NIGHT
3899
3900POLIS 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.
3901
3902MEDICAL DROID: Medically, she is completely healthy. For reasons we can't explain, we are losing her.
3903
3904OBI-WAN: She's dying?
3905
3906MEDICAL 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.
3907
3908BAIL ORGANA: Babies??!!
3909
3910MEDICAL DROID: She's carrying twins.
3911
3912YODA: Save them, we must. They are our last hope.
3913
3914The MEDICAL DROID rushes back to the operating room. ARTOO and THREEPIO watch, greatly puzzled. ARTOO BEEPS.
3915
3916C-3PO: It s some kind of reproductive process, I think.
3917
3918227 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY
3919
3920ANAKIN, 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.
3921
3922228 INT. POLIS MASSA-MEDICAL CENTER-NIGHT
3923
3924The 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.
3925
3926OBI-WAN: Don't give up, Padme.
3927
3928PADME winces from the pain. The MEDICAL DROID is holding the BABY.
3929
3930MEDICAL DROID: It's a boy.
3931
3932PADME: Luke . . .
3933
3934PADME can only offer up a faint smile. She struggles to touch the baby on the forehead.
3935
3936MEDICAL DROID: ... and a girl.
3937
3938PADME: . . . Leia.
3939
3940R2-D2, THREEPIO and BAIL ORGANA watch from an adjoining space.
3941
3942229 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY
3943
3944VADER, 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.
3945
3946230 INT. POLIS MASSA-MEDICAL CENTER-NIGHT
3947
3948OBI WAN leans over PADME and softly speaks to her.
3949
3950OBI-WAN: You have twins, Padme They need you . . . hang on.
3951
3952PADME: I can't . . .
3953
3954PADME winces again and takes OBI-WAN's hand. She is holding Anakin's japor snippet.
3955
3956OBI-WAN: Save your energy.
3957
3958PADME: Obi-Wan . . . there . . . is good in him. I know there is ... still . . .
3959
3960A last gasp, and she dies. Obi-Wan studies the necklace.
3961
3962231 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY
3963
3964DARTH 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.
3965
3966MEDICAL DROID: My Lord, the construction is finished ... he lives.
3967
3968DARTH SIDIOUS: Good. Good.
3969
3970The DROID moves back to the table where DARTH VADER lies. The table begins to move upright. DARTH SIDIOUS moves in next to DARTH VADER.
3971
3972DARTH SIDIOUS: (continuing) Lord Vader, can you hear me?
3973
3974DARTH VADER, with his dark mask and helmet, moves up into the frame until he is in a CLOSEUP.
3975
3976DARTH VADER: Yes, My Master.
3977
3978DARTH VADER looks around the room.
3979
3980DARTH VADER: (continuing) Where is Padme? Is she safe, is she all right?
3981
3982DARTH SIDIOUS moves closer to the half droid/half man.
3983
3984DARTH SIDIOUS: I'm afraid she died. ... it seems in your anger, you killed her.
3985
3986A LOW GROAN emanates from Vader's mask. Suddenly everything in the room begins to implode, including some of the DROIDS.
3987
3988DARTH VADER: I couldn't have! She was alive! I felt her! She was alive! It's impossible! No!!!
3989
3990VADER 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.
3991
3992232 EXT. NABOO-ALDERAAN STARCRUISER
3993
3994BAIL ORGANA's Starcruiser approaches the city of Theed.
3995
3996233 INT. ALDERAAN CRUISER-CONFERENCE ROOM
3997
3998BAIL ORGANA, YODA, and OBI-WAN sit around a conference table.
3999
4000YODA: Pregnant, she must still appear. Hidden, safe, the children must be kept.
4001
4002OBI-WAN: We must take them somewhere the Sith will not sense their presence.
4003
4004YODA: Split up, they should be.
4005
4006BAIL ORGANA: My wife and I will take the girl. We've always talked of adopting a baby girl. She will be loved with us.
4007
4008OBI-WAN: And what of the boy?
4009
4010YODA: To Tatooine. To his family, send him.
4011
4012OBI-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?
4013
4014YODA: Strong the Force runs, in the Skywalker line. Hope, we can . . . Done, it is. Until the time is right, disappear we will.
4015
4016BAIL leaves the conference room. YODA stops OBI-WAN.
4017
4018YODA: (continuing) Master Kenobi, wait a moment. In your solitude on Tatooine, training I have for you.
4019
4020OBI-WAN: Training??
4021
4022YODA: An old friend has learned the path to immortality.
4023
4024OBI-WAN: Who?
4025
4026YODA: One who has returned from the netherworld of the Force to train me . . . your old Master, Qui-Gon Jinn.
4027
4028OBI-WAN: Qui-Gon? But, how could he accomplish this?
4029
4030YODA: The secret of the Ancient Order of the Whills, he studied. How to commune with him. I will teach you.
4031
4032OBI-WAN: I will be able to talk with him?
4033
4034YODA: How to join the Force, he will train you. Your consciousness you will retain, when one with the Force. Even your physical self, perhaps.
4035
4036234 INT. ALDERAAN STARCRUISER-HALLWAY- SPACE
4037
4038BAIL ORGANA, followed by ARTOO and THREEPIO, approaches CAPTAIN ANTILLES and TWO CREW MEMBERS.
4039
4040BAIL ORGANA: Captain Antilles.
4041
4042CAPTAIN ANTILLES: Yes, Your Highness.
4043
4044BAIL ORGANA: I'm placing these droids in your care. Treat them well. Clean them up. Have the Protocol Droid's mind wiped.
4045
4046C-3PO: Oh, no.
4047
4048235 EXT. NABOO-MAIN SQUARE-DAWN
4049
4050SIO BIBBLE walks with other MOURNERS.
4051LARGE CROWDS line the street as a flowered, covered coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS AND FAMILY
4052ATO DIGNITARIES follow the casket.
4053PADME's hand clutches the japor snippet.
4054
4055236 EXT. DAGOBAH-DAY
4056
4057A 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.
4058
4059237 EXT. IMPERIAL STAR DESTROYER-SPACE
4060
4061A Star Destroyer is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the EMPEROR and GOVERNOR
4062TARKIN.
4063
4064DARTH VADER walks along the bridge to join the EMPEROR and GOVERNOR TARKIN. The camera PANS to reveal the huge frame
4065structure which is the beginning of the DEATH STAR.
4066
4067238 EXT. ALDERAAN-STARCRUISER-SPACE
4068
4069The ship approaches the surface of Alderaan.
4070
4071239 EXT. ALDERAAN-LATE AFTERNOON
4072
4073The 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.
4074
4075240 EXT. TATOOINE-SUNSET
4076
4077OBI-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.
4078
4079IRIS OUT. END TITLES.