"STAR WARS EPISODE I THE PHANTOM MENACE" (1999)

TITLE CARD : A long time ago in a galaxy far, far away....

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

EPISODE 1 THE PHANTOM MENACE

Turmoil has engulfed the Galactic Republic. The taxation of trade routes to outlaying star systems is in dispute. Hoping to resolve the matter with a blockade of deadly battleships, the greedy Trade Federation has stopped all shipping to the small planet of Naboo. While the congress of the Republic endlessly debates this alarming chain of events, the Supreme Chancellor has secretly dispatched two Jedi Knights, the guardians of peace and justice in the galaxy, to settle the conflict.....

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

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

The Captain turns to an unseen figure sitting behind her.

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

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

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

A PROTOCOL DROID, TC-14, waits at the door to the docking bay. Two WORKER DROIDS, PK-4 and EG-9 watch.

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

They move off down the hallway.

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

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

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

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

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

The PROTOCOL DROID passes the armed camp just as two flashing laser swords fly out of the deadly fog, cutting down several BATTLE DROIDS before they can fire.

The bridge is a cocophony of alarms. NUTE and RUNE watch OWO-1 on the viewscreen.

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

The doors to the bridge SLAM shut.

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

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

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

The huge, very thick blast door slams shut, followed by a second door, then a third. There is a hissing sound as the huge doors seal shut. QUI-GON tabs the door with his sword. The screen goes black as a red spot appears in the center of the blast door.

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

Ten ugly destroyer WHEEL DROIDS roll down the hallway at full speed. Just before they get to the bridge area, they stop and transform into their battle configuration. QUI-GON can't see them but senses their presence.

The WHEEL DROIDS, led by P-59, rush the entry area from three hallways, blasting away with their laser guns. They stop firing and stand in a semi-circle as the smoke clears. OBI-WAN and QUI-GON are nowhere to be seen.

The Jedi materialize at the far end of the hallway and dash through the doorway that slams shut. The WHEEL DROIDS blast away at the two JEDI with their laser swords.

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

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

TEY HOW recieves a transmission.

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

NUTE smirks at RUNE.

AMIDALA, surprised at his reaction, studies him carefully.

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

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

The hologram of PALPATIONE sputters and fades away.

CAPTAIN PANAKA turns to his SARGEANT

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

Three landing craft slowly descend through the cloud cover of the perpetually gray twilight side of the planet. One by one, the Federation warships land in the eerie swamp. OBI-WAN's head emerges from the mud of a shallow lake. For in the background, the activities of the invasion force can be seen in the mist. OBI-WAN takes several deep breaths, then dissapears again under the muddy swamp. Troop Transports (MTT's) emerge from the landing craft.

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

QUI-GON runs through the strange landscape, glancing back to see the monstrous troop transports, emerging from the mist. Animals begin to run past him in a panic. An odd, frog-like Gungan, JAR JAR INKS, squats holding a clam he has retrieved from the murky swamp. The shell pops open. JAR JAR's greta tongue snaps out and grabs the clam, swallowing it in one gulp. JAR JAR looks up and sees QUI-GON and the other creatures running like the wind toward him. One of the huge MTT's bears down on the JEDI like a charging locomotive. JAR JAR stands transfixed, still holding the clam shell in one hand.

JAR JAR drops the shell and grabs onto QUI-GON as he passes. The JEDI is caught by surprise.

The machine is about tp crush them as QUI-GON drags JAR JAR behind him. Just as the transport is about to hit them, QUI-GON drops, and JAR JAR goes splat into the mud with him. The transport races overhead. QUI-GON and JAR JAR pull themselves out of the mud. They stand watching the war machine dissapear into the mist. JAR JAR grabs QUI-GON and hugs him.

The frog-like creature kisses the JEDI.

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

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

The two STAPS barrell down on OBI-WAN.

QUI-GON throws JAR JAR into the mud.

His head pops up.

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

OBI-WAN pulls out his burnt laser sword handle. QUI-GON inspects it, as JAR JAR pulls himself out of the mud.

OBI-WAN nods sheeplishly.

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

They all stop.

A PULSATING SOUND is heard in the distance.

JAR JAR shakes his head yes.

JAR JAR turns and runs into the swamp.

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

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

JAR JAR jumps, does a double somersault with a twist, and dives into the water. Breath masks on, QUI-GON and OBI-WAN wade in after him.

QUI-GON and OBI-WAN swim behind JAR JAR, who is very much at home in the water. Down they swim into murky depths. In the distance the glow of Otoh Gunga, an underwater city made up of large bubbles, becomes more distinct. They approach the strange, art nouveau habitat. JAR JAR swims magically through one of the bubble membranes, which seals behind him. OBI-WAN and QUI-GON follow.

GUNGANS in the square scatter when they see the strange JEDI. Four GUARDS armed with long electro-poles ride two-legged KAADUS into the square. The GUARDS, led by CAPTAIN TARPALS, point their lethal poles at the dripping trio.

CAPT. TARPALS gives JAR JAR a slight zap with his power pole. JAR JAR jumps and moves off, followed by the two JEDI.

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

QUI-GON and OBI-WAN turn to leave.

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

JAR JAR's soulful look is counterpointed by a sheepish grin.

QUI-GON walks bact to BOSS NASS.

OBI-WAN looks concerned. QUI-GON is thinking.

JAR JAR nods and joins the JEDI. QUI-GON waves his hand.

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

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

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

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

Suddenly there is a loud CRASH, and the little craft lurches to one side. QUI-GON looks around and sees a huge, lumimnous OPEE SEA KILLER has hooked them with its long gooey tongue.

Instead of full ahead, JAR JAR jams the controls into reverse. The sub flies into the mouth of the creature.

OBI-WAN takes over the controls and the OPEE SEA KILLER instantly releases the sub from its mouth.

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

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

DARTH SIDIOUS fades away.

Sparks are flying, and water is leaking into the cabin. The sound of the power drive drops.

OBI-WAN is working with the sparking wires. JAR JAR panics.

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

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

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

The COLO CLAW FISH leaps after the fleeing sub as it shoots out of the tunnel and into the waiting jaws of the SANDO AQUA MONSTER.

OBI-WAN (cont'd) This is not good!

JAR JAR regains consciousness.

JAR JAR's eyes bulge, and he faints again. The sub narrowly avoids the deadly teeth of the AQUA MONSTER. The COLO CLAW FISH chasing them isn't so lucky. It is munched in half by the larger predator. The little sub slips away.

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

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

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

Paradise. Billowing clouds frame a romantic body of water. There is a LOUD RUSH OF BUBBLES, and a small sub bobs to the surface. The current in the estuary begins to pull the sub backward into a fast moving river. OBI-WAN switches off the two remaining bubble canopies. QUI-GON stands up to look around. JAR JAR lets out a sigh of relief.

JAR JAR looks back to where they're drifting. He sees they are headed for a huge waterfall.

OBI-WAN tries to start the engine. The long props behind the sub slowly begin to rotate. OBI-WAN struggles until finally, a few feet short of the waterfall, the sub starts and is able to generate enough power to stop drifting backward in the powerful current. The sub slowly moves forward. In the background, QUI-GON takes a cable out of his belt. The engine coughs and dies. They start drifting backward again. JAR JAR panics.

QUI-GON shoots the thin cable, and it wraps itself around a railing on the shore. The sub pulls the cable taut, and the little craft hangs precariously over the edge of the waterfall.

OBI-WAN climbs out of the sub and pulls himself along the cable. QUI-GON starts in after him.

JAR JAR looks back and sees he is hanging over the waterfall.

JAR JAR starts to climb out of the sub. OBI-WAN is on shore and helps to pull QUI-GON out of the water.

The TWO JEDI turn around to see a BATTLE DROID standing in front of them. JAR JAR climbs up on shore between the JEDI.

QUI-GON ignites his laser sword, and in a brief flash, the DROID is cut down by the JEDI. A stray laser bolt hits the cable and the sub breaks lose, crashing down the waterfall. The JEDI move on. JAR JAR reluctantly follows and looks back at the mess.

The waterfalls of Theed sparkle in the noonday sun.

QUEEN AMIDALA, SIO BIBBLE, and FIVE OF HER HANDMAIDENS (EIRTAE, YANE, PADME, RABE, SACHE) are surrounded by TWENTY DROIDS. CAPTAIN PANAKA and FOUR NABOO GUARDS are also held at gunpoint. NUTE and RUNE stand in the middle of the room.

The SERGEANT marches the GROUP out of the throne room.

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

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

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

CAPTAIN PANAKA steps forward.

THEY disappear down an alleyway as the ALARMS are sounded

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

The QUEEN turns to PADME and EIRTAE.

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

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

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

The DROID GUARD draws his weapon, but before any of the DROIDS can fire, they are cut down. OTHER GUARDS run to their aid. OBI-WAN attacks the GUARDS around the PILOTS. QUI-GON stands, fighting off DROIDS as the OTHERS rush on board the spacecraft. OBI-WAN, the FREED PILOTS (including RIC OLIE), GUARDS and GROUND CREW MEMBERS rush on board the ship. The OTHER PILOTS and GUARDS race to SIO BIBBLR. After everyone has made it onto the ship, QUI-GONjumps on board. ALARMS sound. MORE DROIDS rush into the hanger and fire as the ship takes off.

The ship exits the hanger. BATTLE DROIDS standing in the hanger shoot at them.

The sleek spacecraft speeds away from the planet of Naboo and heads for the deadly Federation blockade.

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

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

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

JAR JAR taps a bright red R-2 UNIT on the head, and its head pops up a bit. He lets out a gasp as he lifts the head.

JAR JAR quickly closes it again, very embarrassed.

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

QUI-GON studies a star chart on a monitor.

CPATAIN PANAKA takes a deep breath in frustration.

The Naboo spacecraft races away.

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

A second SITH LORD appears behind DARTH SIDIOUS.

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

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

PADME bows before the QUEEN.

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

AMIDALA and PADME exchange looks. PADME moves next to the DROID.

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

Both PADME and ARTOO jump and let out a little SCREAM. The Gungan is embarrassed that he frightened them.

JAR JAR hands PADME the oil can.

ARTOO BEEPS a sympathetic beep.

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

The ship heads toward the planet of Tatooine.

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

OBI-WAN is hoisting the hyperdrive out of a floor panel. JAR JAR rushes up to him and falls to his knees.

JAR JAR walks back to ARTOO in the hallway as QUI-GON (dressed as a farmer) enters the main area.

QUI-GON moves closer to OBI-WAN and speaks quietly to him.

QUI-GON goes into the hallway to meet up with ARTOO and JAR JAR. They head to the exit ramp.

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

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

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

He gives PADME a stern look.

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

ARTOO whistles along, with perfect confidence.

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

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

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

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

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

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

PADME looks at him, not knowing what to say. PADME : I've never heard of angels.

ANAKIN looks at PADME defiantly.

ANAKIN studies her intently.

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

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

WATTO reads a small portable monitor he is holding. He stands before a hyperdrive.

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

QUI-GON hurries into the shop, followed by ARTOO. QUI-GON : We're leaving. JAR JAR follows QUI-GON. PADME gives ANAKIN a loving look.

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

WATTO enters the junk yard, shaking his head.

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

QUI-GON, ARTOO, JAR JAR, and PADME have found a quiet spot between two buildings. The busy street beyond is filled with dangerous looking creatures. QUI-GON is talking on his com-link, while JAR JAR nervously watches the street. OBI-WAN is in the main hold of the Naboo craft.

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

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

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

SEBULBA holds the frog up to the Gungan threateningly. SEVERAL OTHER CREATURES start to gather. SEBULBA shoves JAR JAR to the ground. The Gungan desperately tries to scramble to safety.

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

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

SEBULBA turns away.

QUI-GON, PADME and ARTOO arrive.

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

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

CAPTAIN PANAKA'S comlink sounds off.

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

ANAKIN reaches in his pocket and comes up with three coins. He drops one. QUI-GON picks it up, revealing for a moment, his lightsabre.

The wind picks up. SHOP OWNERS are starting to close up their shops as JIRA gives them their pallies.

The GROUP follows ANAKIN as he rushes down the windy street.

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

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

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

The wind HOWLS outside.

ANAKIN leads PADME into the other room. ARTOO follows, beeping all the way. QUI-GON takes five small capsules from his utility belt and hands them to SHMI.

ANAKIN shows off his ANDROID, which is lying on his workbench. There is one eye in the head; the body, arms, and legs have no outer coverings.

ANAKIN pushes a switch, and the DROID sits up. Anakin rushes around, grabs an eye and puts it in one of the sockets.

PADME smiles at his enthusiasm. ARTOO lets out a flurry of beeps and whistles.

ARTOO BEEPS

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

AMIDALA looks upset...almost nervous.

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

DARTH SIDIOUS and DARTH MAUL look out over the vast city.

The hologram of DARTH MAUL fades off as DARTH SIDIOUS looks out over the city. EXT. MOS ESPA - SANDSTORM - DAY

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

QUI-GON, ANAKIN, SHMI, JAR JAR, and PADME are seated around a makeshift table, having dinner as the wind howls outside. JAR JAR slurps his soup rather loudly. Everyone looks at him. He turns a little brighter red.

PADME and JAR JAR are horrified.

An awkward silence. ANAKIN attempts to end the embarrassment.

PADME shakes her head no. She notices the concern of SHMI. JAR JAR snatches some food from a bowl at the other end of the table with his tongue. QUI-GON gives him a dirty look.

SHMI looks askance at her son.

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

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

QUI-GON leans back and slowly smiles.

QUI-GON thinks for a moment.

QUI-GON looks to SHMI. She is upset.

SHMI shakes her head no.

JAR JAR belches. There is silence for a moment as they eat.

The storm continues to rage outside the slave hovel.

The storm has passed. VENDORS and STREET PEOPLE clean up the mess and rebuild their food stalls. JAR JAR sits on a box in front of Watto's parts shop, watching all the activity with growing nervousness. ARTOO is standing next to him. PADME stops QUI-GON as he is about to enter the shop.

QUI-GON turns and starts into the shop.

WATTO and ANAKIN are in the middle of an animated discussion in Huttese.

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

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

ANAKIN is embarrassed and steps forward.

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

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

QUI-GON puts the comlink away as SHMI comes onto the porch

PADME, ANAKIN, JAR JAR, and ARTOO work on the engines of the Podracer in the courtyard below.

KITSTER (a young boy about Anakin's age), SEEK (a boy of ten), AMEE (a girl of six), and WALD (a Greedo Type, six years old) join ANAKIN, JAR JAR, ARTOO, and PADME securing some wiring.

All whistle, hoot, and speak a greeting.

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

JAR JAR peeks at the energy plate; it makes a little electronic pop, zaps him in the mouth and jumps back. JAR JAR tries to say something, but his mouth is numb and his words are garbled.

QUI-GON approaches the GROUP and gives ANAKIN a small battery. JAR JAR gets his hand caught in the afterburner and tries to tell Anakin, but can't get words out that make sense.

ANAKIN jumps into the little capsule behind the two giant engines. He puts the power pack back into the dashboard. EVERYONE backs away, except for JAR JAR who calls for help. Finally PADME frees him and the engines ignite with a ROAR. EVERYONE cheers.

SHMI, watching from the porch, smiles sadly.

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

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

SHMI yells from inside the hovel.

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

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

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

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

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

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

Padme exits the hovel.

As the twin suns rise, ARTOO is busy painting the racing Pod. ANAKIN is asleep. PADME passes ARTOO.

ARTOO whistles a positive reply. PADME sees KITSTER riding toward them on an EOPIE, a strange camel-lile creature. He is leading a second EOPIE behind him. PADME goes over to ANAKIN. He looks very vulnerable as he sleeps. She watches him, then touches him on the cheek. ANAKIN wakes up, yawns, and looks at her, a little puzzled.

RACE CREWS mill about outside the Main Hanger.

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

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

WATTO shakes his head.

WATTO shakes his head again.

WATTO pulls out a small cube from his pocket.

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

ANAKIN and PADME enter the hanger on one of the EOPIES, pulling an engine. KITSTER, on the other EOPIE, is pulling another engine. With THREEPIO walking alongside, ARTOO trundles behind, pulling the Pod with SHMI sitting on it. WATTO passes ANAKIN as he leaves.

WATTO walks off, laughing.

ARTOO beeps at THREEPIO.

ARTOO emits a series of beeps.

ANAKN looks sheepish.

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

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A large semi-circular amphitheatre that holds at least a hundred thousand people dominates the landscape. Large viewing platforms loom over the racetrack. INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

A two-headed ANNOUNCER describes the scene.

FODE/BEED : -

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

FODE/BEED : - (O.S) A : La Yma beestoo (Yes, there they are!)

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

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

FODE/BEED : -

The crowd ROARS. SEVERAL OTHER SLUG-LIKE HUTTS follow, along with humans and aliens. Several SLAVE GIRLS on a chain are led alongside JABBA.

SEBULBA, who is right next to ANAKIN, stands and waves to his fans. A small pep band plays as his fans wave and cheer.

KITSTER attaches the giant engins to Anakin's Pod with a long cable. SHMI gives ANAKIN a big hug and kiss. She looks him right in the eye.

She leaves as ANAKIN checks the cable hitches.

The CROWD YELLS. ANAKIN waves to the crowd, as JABBA continues with his introductions. SEBULBA moves over to one of Anakin's engines. KITSTER and JAR JAR unhitch the EOPIES, and KITSTER leads them away. ARTOO beeps that everything is OK. JAR JAR pats ANAKIN on the back.

PADME comes up and gives ANAKIN a little kiss on the cheeek. SEBULBA bangs on a part protruding from Anakin's engine. He looks around to see if anyone has noticed.

PADME moves away as SEBULBA edges his way next to ANAKIN and gives him a sinister grin.

ANAKIN looks the evil SEBULBA in the eye with a cold stare. QUI-GON approaches, and SEBULBA backs off toward his racer.

The CROWD lets out a LOUD CHEER. QUI-GON helps ANAKIN into his Pod. The boy straps himself into the tiny racer.

QUI-GON steps away as ANAKIN puts on his goggles. The PILOTS flip switches, and powerful energy binders shoot between the engines. ANAKIN flips a switch, and his engine starts. The incredible ROAR of high-powered engines igniting echoes throughout the arena. One driver, ODY MANDRELL, yells at a droid (DUM-4) to get away from the front of his engine. The crowd is tense.

The giant power-house engines torque as the PILOTS gun them. The PILOTS flip switches, and poerful energy binders shoot between the engines. Aliens carrying large flags move off the track. JAR JAR covers his eyes.

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

FODE/BEED : -

The earth-pounding ROAR of the engines revving is deafening.

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

On a bridge over the track, a great green light at the center flashes. The Podracers shoot forward with a high-pitches scream. ANAKIN'S engine floods and coughs - then dies. All the other Podracers except one swerve around him and dissapear down the track. The slave boy struggles to get his racer started. The two-headed announcer reports.

FODE/BEED : - (O.S.)

PADME and JAR JAR are very dissapointed with ANAKIN. QUI-GON puts his arm around a very worried SHMI to comfort her. Finally, Anakin's engines ignite. He zooms away after the receeding pack of competitors, leaving one quadra-Pod racer still trying to get started. The two-headed ANNOUNCER describes the race as it progresses.

FODE/BEED : - (O.S.)

The Podracers fly across the desert. SEBULBA is running neck and neck with MAWHONIC. They round the first turn in the track, side by side. SEBULBA drives his Pod into his rival, forcing him into the wall of a large rock formation. MAWHONIC crashes in a spectacular display of fire and smoke. ANAKIN is much faster than the back-end stragglers and passes them easily. One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN tries to pass him on one side and is cut off. He then tries to pass him on the other side ansd is cut off. As they come up on a cliff drop-off, ANAKIN backs off, then guns it as GASGANO goes over the cliff. ANAJIN accelerates so fast that he sails right over the top of GASGANO and speeds away. Four TUSKEN RAIDERS perched above the race course fire their rifles at the Pods racing in the canyon below them. One shot ricochets off the back of Anakin's Pod.

FODE/BEED : -

JABBA THE HUTT and the crowd watch the progress of the race on small, hand-held view screens. JAR JAR is looking over the shoulder of a strange alien named FANTA.

FANTA moves the view screen out of Jar Jar's view. PADME, SHMI, and QUI-GON watch another screen and look worried. ARTOO, down in the pits with KITSTER, lets out a worried sigh. The driver of the quadra-Pod looks worried.

ANAKIN is powering around corners and over hills and cliffs, passing other racers right and left. SEBULBA is in the lead. He is being challenged by another racer, XELBREE. SEBULBA slows a little, and as XELBREE pulls alongside, he opens a side vent on the racer's engine and the exhaust starts to cut through the alien's engine. The blast cuts along the engine until finally it EXPLODES. SEBULBA deftly veers away. ANAKIN works his way through a dense mass of racers as they zoom over a dune sea, kicking up dust. His Pod shakes violently as he goes over a jump. One of the Podracers, ODY, catches one of his engines in the sand, and the whole thing EXPLODES.

QUI-GON sits quietly, meditating. PADME and SHMI search the landscape for any sign of the racers. JAR JAR is still annoying FANTA for information. The crowd SCREAMS. WATTO is laughing with his friends, confident in Anakin's defeat. The quadra-Pod engines start just as the racers come around the corner. The DRIVER, BEN QUADINAROS, puts it in gear, and the four engines go off in all directions, EXPLODING in a spectacular display. The Pod drops to the ground as SEBULBA enters the arena, closely followed by all the OTHER RACERS. KITSTER strains to see as ARTOO beeps excitedly. The announcer continues.

FODE/BEED : - (O.S) B ; There goes Quadinaros' power couplings.

QUI-GON, PADME, SHMI, and JAR JAR yell for joy as ANAKIN passes. JAR JAR is very nervous and pounds on the back of his alien neighbor, FANTA. JAR JAR : What gooie-on?

Lap two. SEBULBA and the pack race past the main arena. The crowd stands and YELLS as the Podracers scream off into the distance. QUI-GON and PADME look worried.

ARTOO lets out an excited whistle, as KITSTER yells.

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

FODE/BEED : - (O.S.)

ANAKIN continues to gain on the pack. Tension for SHMI and PADME is unbearable. ODY stops in the pits. Droids work on his engines. DUM-4 stands in front of the engine and is sucked in, causing the engine to die. DUM-4 is spit out the back of the engine, very bent up. The engine lets out one final wheeze, then EXPLODES in a puff of smoke.

FODE/BEED : - (O.S.)

TERTER is getting close to SEBULBA, who purposely breaks a small part off his Pod, sending it into Terter's engine, causing him to veer into ANAKIN, and unhooks one of the main straps on Anakin's engines that links the Pod to his engines. ANAKIN struggles to keep control of the little Pod. It whips about wildly. As the Pod swings near the broken engine strap, ANAKIN grabs for it. Finally, he catches the strap and manages to unhook it to the Pod. SEBULBA cuts the engine of OBITOKI with his side exhaust, and the racer crashes with a cloud of dust. A THIRD RACER, HABBA, flie into the cloud of dust and crashes into OBITOKI. ANAKIN rounds a corner and heads into the cloud of smoke. He hits a part of one of the engines but regains control.

FODE/BEED : - (O.S.)

ANAKIN finally catches up with SEBULBA, and runs neck and neck over the rough terrain. JAR JAR, QUI-GON, SHMI, and PADME all SCREAM s ANAKIN comes through the arena. The lights in the tower indicate that this is the third and last lap. WATTO begins to worry. SEBULBA uses his side exhaust port to try to cut through Anakin's engines. ANAKIN manages to avoid having his engine disabled but is forced off course.

FODE/BEED : - (O.S.)

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

SEBULBA is furious. He stay's right on Anakin's tail, crowding him and pushing him through the turns. SEBULBA pushes ANAKIN harder, and the young boy has a difficult time keeping control. One of the parts on Anakin's engines begins to shake loose. ANAKIN sees it and switches over to an auxiliary system. While he is trying to accomplish this maneuver, SEBULBA races past him. ANAKIN tries to get around SEBULBA, to no avail. Every move ANAKIN makes, SEBULBA is able to block. Finally, ANAKIN fakes a move into the inside as he usually does, then tries to go around SEBULBA on the outside. They race sid by side down the final stretch of the track.

FODE/BEED : - (O.S.)

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

FODE/BEED : - (O.S.)

As they head for the final stretch, ANAKIN fights to unlock the steering rods by trying to pull away from SEBULBA. The strain on the steering rod is tremendous. Suddenly, ANAKIN's steering arm breaks, and his Pos starts spinning. The release of tension sends SEBULBA into an ancient statue. One engine EXPLODES, then the other. SEBULBA skids through the fire-balls, blackened, but unhurt. He slides to a smoking stop, gets out of his racer, and throws what's left of a shifter arm on the ground. Suddenly he realizes his pants are on fire, and he struggles to put them out. ANAKIN flies through the EXPLOSION as the crowd stands, CHERRING. PADME and JAR JAR jump up and down with excitment, PADME screaming for joy. ARTOO and KITSTER whistle hysterically. QUI-GON and SHMI smile. ANAKIN races over the finish line, the winner.

The two-headed announcer excitedly calls the finish.

FODE/BEED : -

As ANAKIN stops the Podracer, KISTER turns up, and they embrace. Hundreds of SPECTATORS join them and put ANAKIN on their shoulders, marching off, CHEERING AND CHANTING. Darth Maul's PROBE DROIDS move through the crowd.

Several ALIENS leave Watto's box, laughing and counting their money. WATTO sees QUI-GON standing in the doorway.

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

The SITH PROBE DROID watches with great interest.

The Main Hanger is almost deserted as RACERS depart.

JAR JAR gives ANAKIN a great hug, then PADME gives him a hug, then SHMI.

In the background, QUI-GON has harnessed the EOPIES to containers full of parts.

The GROUP walks over to QUI-GON and the EOPIES. PADME climbs on behind QUI-GON. JAR JAR swings up onto the second EOPIE, only to slwly slide off the other side. ARTOO whistles. ANAKIN and SHMI wave as they ride off.

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

On a hill far overlooking the Naboo spacecraft, the SITH PROBE DROID turns and speeds away.

ANAKIN and A GREEDO are rolling around on the floor, fighting. About A DOZEN OR SO KIDS are standing around them, yelling. Suddenly, a long shadow is cast over the TWO BOYS; they stop fighting and look up. QUI-GOMN is towering above them. KITSTER is with them.

QUI-GON moves off down the street. Anakin follows. The GREEDO wanders over to WALD who has been watching the goings-on.

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

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

ANAKIN pulls a bag of coins out of his pocket.

ANAKIN jumps for joy! SHMI is stunned.

QUI-GON kneels down to the boy.

ANAKIN thinks, looks to his mother, then to QUI-GON.

ANAKIN hugs his mom and starts for the other room, then stops. SHMI and QUI-GON give each other a knowing look. ANAKIN has realized something.

SHMI comes over to her son and sits next to him. Taking both of his hands in hers, she draws him close.

ANAKIN takes a deep breath, drops his head. QUI-GON and SHMI exchange a look of concern. When ANAKIN raises up, there are tears in his eyes.

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

ANAKIN has thrown the last of his things in a small backpack. As he leaves, he stops and pushes the button that wakes his droid up. THREEPIO stares at him blankly.

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

KITSTER runs up to ANAKIN as he and QUI-GON exit Anakin's hovel. SHMI stands in the doorway. ANAKIN pulls a handful of coins out of his pocket and gives them to KITSTER.

QUI-GON has moved a short way down the street.

ANAKIN hugs KITSTER and runs toward QUI-GON, then stops to look back at his mother standing in the doorway. He turns back to QUI-GON, then turns and runs back to his mother.

SHMI hugs ANAKIN. QUI-GON watches from the distance. She kneels down and looks him in the face.

ANAKIN shakes his head.

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

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

ANAKIN and QUI-GON exit WATTO'S and stop before JIRA'S fruit stand. ANAKIN hands JIRA some coins.

JIRA is astonished. She stares, not knowing what to say.

She gives him a hug.

ANAKIN runs to join QUI-GON, who has already started down the street. As they walk along together, QUI-GON notices something out of the corner of his eye. Suddenly, without breaking his stride, he ignites his laser sword, swing around, and lunges forward and cuts a lurking PROBE DROID in half. QUI-GON inspects the sparking and fizzing DROID.

QUI-GON and ANAKIN start running.

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

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

ANAKIN drops to the ground just as DARTH MAUL sweeps over him. DARTH MAUL jumps off his speeder bike, and before he has hit the ground, the Sith Lord has swund a death blow with his laser sword that is barely blocked by QUI-GON. ANAKIN picks himself up. The two galactic warriors, Sith and Jedi, are bashing each other with incredible blows. They move in a continual cloudof dust, smashing everything around them. This is a fierce fight. ANAKIN gets up, bewildered by the confrontation.

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

ANAKIN runs into the main hallway of the spaceship, where PADME and CAPTAIN PANAKA are working.

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

In the distance is a small cloud of dust.

QUI-GON and DARTH MAUL continue theirsword battle. Leaping over one another in an incredible display of acrobatics, the two warrios hear the ship fly over them a few feet off the ground. QUI-GON almost dissapears for a moment. Before DARTH MAUL knows what's happening, QUI-GON is on the spacecrat's ramp.

The SITH LORD immediately jumps onto the ramp after QUI-GON, but barely makes it. His heels hang over the edge of a forty-foot drop. QUI-GON swings his laser sword with all his might and knocks DARTH AMUL off the ramp and onto the desert floor. The ramp closes, and the Naboo craft rockets away, leaving the Sith Lord standing alone.

The sleek spacecraft rockets away from the planet Tatooine.

ANAKIN and OBI-WAN rush into the hallway to find QUI-GON collapsed on the floor opposite the entry. ARTOO is looking over him. The JEDI is breathing hard, wet with sweat and covered in dirt.

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

OBI-WAN gives the boy a skeptical look.

RIC OLIE pulls back on the hyperdrive. OBI-WAN, QUI-GON, and ANAKIN watch.

The stars streak outside the cockpit window.

The ship streaks into hyperspace.

SEVERAL FEDERATION DROIDS patrol a deserted city street. The Palace can be seen in the distance.

NUTE sits in a strange, mechanical walking chair, which approaches SIO BIBBLE and SEVERAL OTHER NABOO OFFICIALS. RUNE follows a few paces behind. DROID GUARDS surround SIO BIBBLE and THE OTHERS as FOUR COUNCIL MEMBERS watch.

BIBBLE is taken away as OOM-9 approaches NUTE.

The ship is asleep. The lights are dim as PADME walks into the main room. She goes to a monitor and watches the BIBBLE plea recording. JAR JAR is stretched out on the floor, snoring. ARTOO is to one side, cooing as he rests. PADME appears tired. She senses someone watching her and turns around with a start. She sees ANAKIN sitting in the corner, shivering and looking verydejected. She goes over to him. He looks up at her with tears in his eyes. He is holding his arms to keep himself warm.

PADME gives him her over-jacket.

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

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

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

MOVE with the ship as it heads toward Coruscant.

The spacecraft dlies over the endlesscityscape of Coruscant, the capital of the galaxy.

ANAKIN looks out the cockpit window in awe.

The ship flies through the cityscape of Coruscant.

Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR PALPATINE stand on a landing platform. The sleek Naboo spacecraft lands on the platform high above the street level of the galactic capital. The ramp lowers. OBI-WAN, QUI-GON, JAR JAR and ANAKIN descend the ramp first and bow before PALPATINE and VALORUM. CAPTAIN PANAKA, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE, EIRTAE, and MORE GUARDS descend the ramp. QUEEN AMIDALA stops before the group. ANAKIN and JAR JAR stand to one side, looking at the huge city. PADME smiles at ANAKIN. PALPATINE bows before the Queen.

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

JAR JAR and ANAKIN start to follow, then stop, noticing that OBI-WAN and QUI-GON are staying with the SUPREME CHANCELLOR. QUEEN AMIDALA waves to the duo to follow her. ANAKIN looks back to QUI-GON, and he nods to go ahead. ANAKIN and JAR JAR join the QUEEN, PALPATINE, PADME, RABE and EIRTAE in the taxi. PALPATINE gives the Gungan and the boy in the back of the taxi a skeptical look. JAR JAR leans over to ANAKIN.

VALORUM and the JEDI watch the taxi move off into the city.

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

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

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

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

QUI-GON stands in a tall stately room. Twelve JEDI sit in a semi-circle. OBI-WAN stands behind QUI-GON in the center of the room. The Senior Jedi is MACE WINDU. To his left is an alien Jedi named KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

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

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

the long hallways in Senator Palpatine's quarters. He stops before a dor that is flanked by TWO GUARDS.

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

The doors open, and ANAKIN enters the Queen's quarters. RABE greets ANAKIN as TWO OTHER HANDMAIDENS come and go into the next room.

The Queen speaks out in the next room.

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

The QUEEN just stares at him.

ANAKIN bows again.

The QUEEN dissapears behind the doorway, and ANAKIN exits.

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

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

The Naboo congressional box floats into the center.

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

LOTT DOD reluctantly moves back to his place.

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

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

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

QUEEN AMIDALA is angry but remains composed.

This causes a great stir in the assembly. A loud mumur cresendos into a roar of approval and jeers. CHANCELLOR VALORUM is stunned and stands speechless. His Vice Chair, MAS AMEDDA, takes over.

Things settledown a little. The Federation box settles next to AMIDALA. PRINCE BAIL ORGANA moves his box into the arena.

MAS AMEDDA turns to the confused VALORUM, and whispers something to him.

The assembly begins to chant. VALORUM talks to MAS AMEDDA.

PALPATINE stands next to AMIDALA.

The Federation delegation is furious. VALORUM turns to PALPATINE.

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

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

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

ANAKIN hesitates for a moment.

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

PALPATINE and CAPTAIN PANAKA rush into the rom and bow before the QUEEN.

AMIDALA and her RETINUE exit the room. PALPATINE has a self-satisfied smile on his face.

ANAKIN, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS OF THE JEDI COUNCIL.

The COUNCIL MEMBERS look to one another.

ANAKIN is crestfallen; tears begin to form in his eyes.

OBI-WAN smiles.

OBI-WAN reacts with surprise. ANAKIN watches with interest.

ANAKIN watches as QUI-GON and OBI-WAN exchange angry looks.

OBI-WAN, QUI-GON, and ANAKIN leave.

QUI-GON, OBI-WAN, and ANAKIN stand on the landing platform outside the ship. ARTOO whistles a happy tune as he leans over the edge of the platform, watching the traffic. Suddenly, he leans over too far and falls overboard. After a moment, he reappears, using his on-board jets to propel himself back onto the landing platform. The wind whips at ANAKIN as he listens to the JEDI.

Two taxis pull up, and CAPTAIN PANAKA, SENATOR PALPATINE, TWENTY OR SO TROOPS, GUARDS, and OFFICERS walk briskly toward the ship, followed by QUEEN AMIDALA, PADME, EIRTAE, and finally, JAR JAR. AMIDALA and her HANDMAIDENS stop before the JEDI.

AMIDALA enters the ship, followed by her HANDMAIDENS. JAR JAR hugs QUI-GON and ANAKIN.

They ALL move onto the ship. The ship takes off.

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

DARTH SIDIOUS fades off.

ANAKIN stands next to the PILOT, RIC OLIE, pointing to various buttons and gauges.

SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with QUI-GON and CAPTAIN PANAKA. OBI-WAN and JAR JAR watch.

JAR JAR looks around, puzzled.

The Naboo Cruiser heads toward the lush green planet. There is only one Federation battle cruiser orbiting. OBI-WAN and CAPTAIN PANAKA spot it on the view screen.

PANAKA : The blockade's gone.

The QUEEN, CAPTAIN PANAKA, TROOPS, and HANDMAIDENS get ready to disembark as the ship alnds. The elevator door slides open, and ANAKIN emerges into the hold area. He see PADME and run up to her.

ANAKIN smiles. PADME smiles back.

The Naboo spacecraft has landed in the Gungan swamp. TROOPS unload the ships in the background as OBI-WAN approaches QUI-GON.

QUI-GON's thoughts are elsewhere.

OBI-WAN and QUI-GON stand silently for a moment.

QUI-GON looks at him for a long moment.

JAR JAR swims down into Bubble City.

JAR JAR enters the main square of the bubble city. He stands, stunned, in amazement and fear. He is nervous and shaking.

The plaza is empty. He notices that many of the buildings are shot up as if there had been a battle of some kind.

JAR JAR exits the swamp lake and walks over to QUEEN AMIDALA, CAPTAIN PANAKA, OBI-WAN, and QUI-GON. PADME, EIRTAE, RABE, ANAKIN, and ARTOO, FOUR PILOTS, and EIGHT GUARDS stand in the background near the starship.

The GROUP follows JAR JAR as he moves through the swamp. JAR JAR stops and sniffs the air. The GROUP stop behind him.

JAR JAR makes a strange chattering noise. Suddenly, out of nowhere, CAPTAIN TARPALS and SIX OTHER GUNGAN TROOPS riding on KAADUS emerge from the brush.

CAPTIAN TARPALS rolls his eyes.

JAR JAR, QUEEN AMIDALA, ANAKIN, ARTOO, QUI-GON, OBI-WAN, PADME, RABE, EIRTAE, and the rest of her group are led through a clearing full of GUNGAN refugees. At the far end are the ruins of a grand temple with massive carved heads. BOSS NASS and several other COUNCIL MEMBERS walk out on the top of a three-quarter-submerged head.

QUEEN AMIDALA steps forward. CAPTAIN PANAKA and the JEDI stand behind her.

CAPTAIN PANAKA and HALF A DOZEN GUARDS and PILOTS look around nervously, and the GUNGAN TROOPS lower their long power poles. The JEDI stay relaxed. ANAKIN watches everything with great interest.

Suddenly, PADME steps forward.

ARTOO whistles a quiet "uh oh."

ANAKIN is stunned. OBI-WAN and QUI-GON give each other a knowing look.

PADME drops to her knees and prostrates herself before BOSS NASS. There is a gasp from CAPTAIN PANAKA, HIS TROOPS, and the HANDMAIDENS.

Slowly, CAPTAIN PANAKA and his TROOPS bow down before the GUNGAN COUNCIL. Then the HANDMAIDENS, ANAKIN, and finally the JEDI. The GUNGANS are puzzled by this. BOSS NASS begins to laugh.

NUTE, RUNE, and DARTH MAUL walk with a hologram of DARTH SIDIOUS.

A GUNGAN SENTRY sits on top of the ancient temple heah, searching the landscape with a pair of electrobinoculars. He sees something and yells down to ANAKIN at the foot of the statue.

ANAKIN yells and runs over to PADME and the JEDI, who are discussing a battle plan with FIVE GUNGAN GENERALS. SABE and EIRTAE stand nearby. BOSS NASS puts his arm around JAR JAR.

JAR JAR's eyes roll back, his tongue flops out and he faints. FOUR SPEEDERS pull up to the GROUP. CAPTAIN PANAKA and a DOZEN OR SO GUARDS and PILOT pile out and join the group.

QUI-GON and OBI-WAN look on with interest.

JAR JAR smiles a very worried and sheepish grin. ANAKIN watches with interest, as does ARTOO.

NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS walk through the throne room.

All is peaceful. SMALL CRITTERS drink out of a large swamp lake. Suddenly there is a disturbance in the middle of the lake. A rush of bubbles, then a GUNGAN SOLDIER riding a KAADU emerges from the water, followed by SEVERAL OTHERS. FROGS and OTHER LITTLE ANIMALS flee in all directions as the GUNGAN ARMY marches through the swamp. The KAADU shake themselves off as they exit the lake. When JAR JAR's KAADU shakes off, JAR JAR falls off. SOLDIERS on huge, lizard-like FAMBAAS with large shield generators mounted on their backs follow the marching WARRIORS. The GUNGAN ARMY heads out of the swamp and onto the rolling grassy hills. HUNDREDS OF GUNGAN WARRIORS march in lon lines toward the horizon. Federation tanks move up to a ridge and stop. In the distance they see the GUNGAN ARMY marching toward them. The GUNGAN GENERAL CEEL sees the tanks on the ridge and orders a halt. The GUNGANS are spread out in a large line. JAR JAR is nervous. GENERAL CEEL signals to the shield operators.

A red ray shoots out of the generator and blasts into a large dish on the back of a second FAAMBA and spreads like an umbrella over the assembled WARRIORS.

PADME, followed by EIRTAE, OBI-WAN, QUI-GON, ANAKIN, and ARTOO, stealthily makes her way toward the entrance to the main hanger. They are followed by about TWENTY NABOO GUARDS, PILOTS, and TROOPS. They stop, and PADME uses a small red laser light to signal across the plaza to CAPTAIN PANAKA, RABE and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back. QUI-GON leans over to ANAKIN.

DROID TROOPS mill about the tank-filled plaza. At the far end of the plaza, SEVERAL DROIDS begin to run and fire. NABOO SOLDIERS begin to fire back at the BATTLE DROIDS. As the ruckus erupts at one end of the plaza, PADME and her TROOPS rush into the main hanger. CAPTAIN PANAKA and HIS SOLDIERS continue to engage the DROIDS outside.

ALARMS ARE SOUNDING a PADME, the JEDI, ANAKIN, EIRTAE, and PADME's TROOPS rush into the hanger. BATTLE DROIDS begin firing at them as they run for cover. ANAKIN runs under a Naboo fighter. The JEDI deflect bolts aimed at PADME back onto the BATTLE DROIDS, causing them to EXPLODE.

NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle on a large view screen.

DARTH MAUL enters the throne room.

The Federation tanks begin to fire on the GUNGANS, but they are protected by their energy shield. The tanks stop firing, and the GUNGANS CHEER, until they see the doors to the massive transports open, and racks of BATTLE DROIDS are pulled out and lined up by a squad of STAPS. The BATTLE DROIDS reconfigure into their standing position. The GUNGANS get ready for an attack. OOM-9 gives the command to move forward, and THOUSANDS OF DROIDS march toward the GUNGANS. The GUNGANS power up their weapons. The DROIDS slowly march through the protective shield and start firing. The GUNGANS throw their power poles and fling small balls of energy with slingshots. The WARRIORS dump large balls of energy into mortars that heat up and fire the energy goo onto the BATTLE DROIDS, causing them to short out. The battle rages and the GUNGANS defend their shield generators against the ARMY OF DROIDS. OOM-9 watches from a tank on a hill overlooking the battle.

ANAKIN hides behind one of the Naboo fighters, ducking as large bolts whiz past and EXPLODE near him. PADME and the TWO JEDI destroy BATTLE DROIDS right and left. The QUEEN'S TROOPS and EIRTAE also blast away at the DROIDS. PADME signals to her pilots.

The PILOTS and ARTOO UNITS run for the Naboo fighter craft stacked in the hanger bay. ONE OF THE PILOTS jumps into a fighter right above where ANAKIN is hiding.

The ship begins to levitate out of the hanger. BATTLE DROIDS fire at it as it falls in behind five other fighters. ARTOO whistles to ANAKIN from a second fighter not far away. ANAKIN runs and jumps into the second fighter to hide.

Two Naboo starfighters exit the main hanger. A tank fires at them, hitting one of them, which causes it to pinwheel into the ground and EXPLODE.

CAPTAIN PANAKA, SABE and NABOO TROOPS rush into the hanger and overwlm the few remaining BATTLE DROIDS. PADME, OBI-WAN, and QUI-GON join forces with CAPTAIN PANAKA.

She looks to QUI-GON.

They start to head for the exit, on the way passing the fighter where ANAKIN is hiding. ARTOO whistles a greeting as ANAKIN peeps out of the cockpit.

They head for the exit. As they are about to go through the door, suddenly everyone scatters, revealing DARTH MAUL standing in the doorway. CAPTAIN PANAKA, PADME, and HER TROOPS back away. QUI-GON and OBI-WAN step forward.

The TWO JEDI take off their capes and ignite their laser swords. DARTH MAUL takes off his cape, and ignites his laser sword. Both ends of the sword light up. At the far end of the hanger, SIX WHEEL DROIDS roll in and transform into their battle position. ARTOO calls ANAKIN's attention to the DROIDS. The JEDI begin to fight the Sith Lord.

The DROIDS begin to advance and start firing on PADME and HER TROOPS.

ARTOO whistles a reply. Suddenly, the ship's systems go on, and the ship begins to levitate.

ANAKIN steers the ship toward the DROIDS. He pushes a button, and the ship begins to shake.

ANAKIN pushes a second button, and the lasers begin to fire, wiping out several DESTROYER DROIDS. ARTOO whistles a cheer.

The JEDI are engaged in a fierce sword fight with DARTH MAUL. They have moved into the center of the hanger. While the WHEEL DROIDS are momentarily distracted by ANAKIN, CAPTAIN PANAKA, PADME, and HER TROOPS exit into a palace hallway. The WHEEL DROIDS start firing at ANAKIN. There are EXPLOSIONS all around him.

ANAKIN flips several switches, and the after-burner ignites.

The fighter rockets out of the hanger. ARTOO and ANAKIN hold on for dear life.

ARTOO beeps.

ARTOO beeps.

The SITH LORD's moves are incredible. He is fighting the TWO JEDI at once, flipping into the air, outmaneuvering them at every turn.

The Naboo fleet leaves the planet and heads toward the space station.

The fleet approaches the space station. Many Federation fighters exit the hangers and attack.

JAR JAR's clumsiness works for him in the battle. He gets caught up in the wiring of a blasted DROID, dragging the torso around with him, the DROID's gun firing randomly, accidently blasting SEVERAL DROIDS in one process. OOM-9 decides to send in the WHEEL DROIDS and gives the signal. HUNDREDS OF WHEEL DROIDS roll out of the transports and head down toward the battle. They slowly roll through the deflector shields, then transform themselves once they get on the other side. The GUNGANS blast the WHEEL DROIDS with energy balls. The DESTROYER DROIDS blast many GUNGANS.

A giant dogfight ensues. ANAKIN's fighter flies into space above Naboo. ARTOO beeps a worried concern.

ARTOO beeps and whistles.

ARTOO chirps that he's trying.

ANAKIN's fighter flies toward the Federation Battleship.

The SITH LORD drives the JEDI out of the hanger and nto the power generator area next door.

Three swords are crossed in an intense display of swordmanship. The JEDI and the SITH LORD fight their way across the narrow bridge of the Theed power generator. DARTH MAUL jumps onto the bridge above them. The JEDI follow, one in front of the SITH LORD and one behind. They continue their sword fight.

PADME, CAPTAIN PANAKA, EIRTAE, SABE and THIER TROOPS are trapped in a hallway by BATTLE DROIDS.

CAPTAIN PANAKA blasts a hole in the window, and they make their way outside the building onto a ledge about six stories above a raging waterfall. SABE, EIRTAE and about TWENTY NABOO SOLDIERS stay in the hallway to hold off the BATTLE DROIDS.

PADME, CAPTAIN PANAKA, and about TEN OTHER NABOO SOLDIERS are lined up along the edge. They have pulled small attachments out of their pistols and fire at a ledge about four stories above them. Thin cables shoot out of the pistols and are embedded into the ledge. PADME, CAPTAIN PANAKA, and the OTHERS begin to climb up the wall.

The GUNGAN ARMY is no match for the DESTROYER DROIDS. JAR JAR tries to run from the BATTLE DROIDS.

The GUNGANS begin to turn and run, on foot, on their kaadu, and in wagons. JAR JAR attempts to escape on a wagon of energy balls but only manages to unhitch the back gate, causing all of the energy balls to roll out of the wagon and down the hill. JAR JAR scrambles to avoid being hit by one of the balls. FOUR DESTROYER DROIDS aren't so lucky. They get blasted by the energy balls. The GUNGANS renew their attack on the DROID ARMY. JAR JAR's bumbling destroys several more DESTROYER DROIDS.

ANAKIN finds himself in the middle of the space battle. A ship explodes behind him (over his left shoulder).

He looks forward to see enemy ships approaching head on.

ARTOO screams a reply.

ANAKIN fips switches.

He moves the controls left and the ship responds, turning left.

ARTOO beeps

An enemy fighter comes into his sights. ANAKIN pushes the controls and instead of firing, his fighter accelerates past the enemy ship.

Now the enemy ship is on his tail. He tries evasive maneauvers.

ANAKIN rolls the ship as ARTOO screams desperately.

ARTOO beeps a reply.

ANAKIN yanks on the reverse thrusters and the ship slows instantly- the enemy fighter shoots past and explodes against the space station.

The SQUADRON attacks the space station.

The attack is fruitless.

Meanwhile, ANAKIN is being chased by another fighter. ARTOO shrieks.

The enemy ship fires and hits ANAKIN's fighter, sending it into a spin. ARTOO screams.

ANAKIN regains control as his ship enters the space station hanger.

ANAKIN's ship dodges parked transport ships and other obstacles. A huge bulkhead blocks his way. ARTOO beeps.

ANAKIN hits the reverse thrusters and the ship skids to a stop on the hanger deck. ARTOO givesout a worried whistle.

ANAKIN ducks down to adjust a control panel.

ARTOO sees DROIDS appraoching, and beeps frantically.

The laser sword battle continues on the small catwalk around the vast power pit. DARTH MAUL kicks OBI-WAN off one of the ramps and he falls several levels. QUI-GON knocks the DARK LORD off another ramp, and he lands hard on a ramp two levels below. QUI-GON jumps down after him. The DARK LORD backs away along the catwalk into a small door. QUI-GON follows as OBI-WAN runs to catch up.

The SITH LORD, followed by QUI-GON, enters a long hallway filled with a series of deadly rays that go on and off in a pulsing pattern that shoots down the corridor every minute or so. DARTH MAUL makes it down several walls of deadly rays before they close. QUI-GON is one wall away from the DARK LORD. OBI-WAN is just starting into it and is five walls way from DARTH MAUL. The JEDI must wait until the next pulse to advance down the corridor. OBI-WAN is impatient and paces, waiting for the wall of rays to open. QUI-GON sits and meditates. The SITH LORD tries to patch up his wounds.

A window in the hallway blasts apart. PADME, CAPTAIN PANAKA, and HER SOLDIERS climb into the hallway. They head for the door to the throne roo. Suddenly, two DESTROYER DROIDS skitter in front of the door. PADME turns around and sees TWO MORE appear at the far end of the hallway, trapping them in the middle. PADME throws down her pistol and turns to CAPTAIN PANAKA.

CAPTAIN PANAKA and HIS MEN throw down their weapons.

A DESTROYER DROID blasts one of the shield generators, causing it to EXPLODE. The protective shield begins to weaken and fall apart.OOM-9 sees the shield weaken and orders his tanks forward. The GUNGAN GENERAL signals a retreat as the tanks enter the battle. The GUNGANS flee as fast as they can. JAR JAR is blown off his KAADU and lands on one of the tank guns. A GUNGAN WARRIOR signals JAR JAR to jump off. JAR JAR is afraid. The gun swings around trying to knock JAR JAR off. JAR JAR hangs from the tank barrel as it moves along. Finally, he jumps onto a KAADU behind a GUNGAN WARRIOR. EXPLOSIONS from the tank fire are everywhere. It is chaos.

The electric rays cycle as QUI-GON sits meditating. The wall of the deadly rays turn away, and OBI-WAN starts running toward QUI-GON and the DARK LORD. When the wall between QUI-GON and DARTH MAUL opens, QUI-GON is in a split second fighting the DARK LORD with a ferocity not seen before. They move into the area at the end of the corridor called the melting pit, a small area that is mostly made up of a deep hole. The electron ray gates begin to close. OBI-WAN tries to make it to the melting pit but is caught one gate short. He slides to a stop just before he hits the deadly electron field. QUI-GON and DARTH MAUL battle around the melting pit as a frustrated OBI-WAN watches. DARTH MAUL cathces QUI-GON off guard. The SITH makes a quick move, bashes his lightsaber handle into QUI-GON's chin, and runs him through. QUI-GON slumps to the floor in a heap.

The GUNGANS have beeb overrun. Some flee into the hills, chased by BATTLE DROIDS on STAPS. Many OTHERS are herded into groups by BATTLE DROIDS and DESTROYER DROIDS. JAR JAR and GENERAL CEEL are held in a small group with OTHER OFFICERS.

PADME, CAPTAIN PANAKA, and SIX OTHER OFFICERS are brought by TEN BATTLE DROIDS before NUTE and RUNE and FOUR NEIMOIDIAN COUNCIL MEMBERS.

SADBE dressed like the Queen appears in the doorway with SEVERAL TROOPS. Several destroyed battle droids can be seen in the distance.

NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE yells at the TEN GUARDS in the room.

SIX OF THE DROIDS rush out of the throne room after SABE. NUTE turns to PADME.

PADME slumps down on her throne and immediately hits a security button that opens a panel in her desk opposite CAPTAIN PANAKA. PADME grabs two pistols, tosses one of the to CAPTAIN PANAKA and one to an OFFICER. She takes a third pistol and BLASTS the last of the BATTLE DROIDS. The OFFICERS rush to the door control panel as PADME hits the switch to close the door. The OFFICER at the door jams the controls. CAPTAIN PANAKA throws more pistols to the OTHER GUARDS. The NEIMODIANS are confused and afraid.

OBI-WAN screams as the pulsing electron gate opens, and the SITH LORD attacks him. The DARK LORD is relentless in his assault on the young JEDI. OBI-WAN and DARTH MAUL use the Force to fling objects at each other as they fight. DARTH MAUL seems to have the upper hand as OBI-WAN grows weary. DARTH MAUL catches OBI-WAN off guard, and the JEDI slips into a melting pit. He is barely able to hold onto a nozzle on the side of the pit. DARTH MAUL grin evilly at OBI-WAN as he kicks OBI-WAN's lightsaber down the endless shaft. The SITH LORD smiles as he goes in for the kill. At the last moment, OBI-WAN jumps up out of the pit, calls QUI-GON's lightsaber to hi, throwing DARTH MAUL off. The young JEDI swings with a vengeance, cutting the SITH down. DARTH MAUL falls into the melting pit to his death. OBI-WAN rushes over to QUI-GON, who is dying.

QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.

ANAKIN peeks over the edge of the cockpit to see BATTLE DROIDS surrounding the ship. He ducks back down.

He looks at the dashboard to see red lights.

The BATTLE DROID CAPTAIN walks up to the ship and sees ARTOO.

ARTOO beeps a reply.

ARTOO whistles.

ANAKIN sees the dashboard lights go from red to green.

He flips the switch and the engine starts.

ANAKIN flips a switch and the ship levitates, knocking over the BATTLE DROID CAPTAIN. The OTHER DROIDS shoot, but the lasers are deflected by ANAKIN's shields. ARTOO beeeps.

ANAKIN fires lasers as the ship begins to rotate.

He presses a button and launches two torpedos which miss the DROIDS.

The two torpedos fly down a hallway and explode inside the reactor room.

ANAKIN's ship roars through the hanger deck, bouncing over the DROIDS.

TEY HOW turns to CAPTAIN DOFINE.

The bridge explodes.

RIC OLIE watches in amazement as the Federation battleship starts to explode from the inside out.

Suddenly, all of the DROIDS begin to shake upside down, run around in circles, then stop. The GUNGANS carefully move out to inspect the FROZEN DROIDS. JAR JAR pushes one of the BATTLE DROIDS, and it falls over.

ANAKIN and ARTOO follow the squad of yellow Naboo starfighters into the main hanger.

RIC OLIE and the OTHER PILOTS gather around as thye exit their ships.

ANAKIN's ship skids to a stop behind the other Naboo starfighters. RIC OLIE, BRAVO TWO, the OTHER PILOTS, and GROUND CREW rush to his ship.

ANAKIN sheepishly opens the cockpit and stands up. All the PILOTS stare in amazement.

ARTOO beeps. oh. oh.

The large, grand cruiser of the Supreme Chancellor lands in the courtyard of the main hanger. CAPTAIN PANAKA and TWENTY TROOPS guard NUTE GUNRAY and RUNE HAAKO. OBI-WAN, the QUEEN, and her HANDMAIDENS stand before the NEIMOIDIANS.

The main ramp of the cruiser is lowered as OBI-WAN and CAPTAIN PANAKA lead the VICEROY and HIS ASSISTANT toward the ship. The GRAND CHANCELLOR PALPATINE and SEVERAL REPUBLIC GUARDS descend the walkway, followed by YODA and SEVERAL OTHER JEDI MASTERS.

The CHANCELLOR PALPATINE is greeted by the QUEEN.

OBI-WAN greets YODA and the OTHER JEDI as CAPTAIN PANAKA takes the NEIMODIANS onto the cruiser.

The sun streams into the multi-windowed room at a low angle. It is not quite sunset. YODA paces before OBI-WAN, who is kneeling in the center of the room.

QUI-GON's body goes up in flames as the JEDI COUNCIL, the QUEEN, SIO BIBBLE, CAPTAIN PANAKA, the HANDMAIDENS, and ABOUT ONE HUNDRED NABOO TROOPES, TWENTY OTHER JEDI, PALPATINE, OBI-WAN (standing with ANAKIN), JAR JAR, BOSS NASS, and TWENTY OTHER GUNGAN WARRIORS watch. There is a drum roll that stops. Doves are released, and the body is gone. ANAKIN looks to OBI-WAN.

To one side, MACE WINDU turns to YODA.

They give each other a concerned look.

CHILDEREN SING and throw flowers on the passing GUNGAN SOLDIERS. The CROWDS CHEER. It is a grand parade. QUEEN AMIDALA stands next to the SUPREME CHANCELLOR PALPATINE, ANAKIN, OBI-WAN, SIO BIBBLE, and the JEDI COUNCIL. ARTOO stands in front of the QUEEN'S HANDMAIDENS and whistles at the parade. QUEEN AMIDALA and PALPATINE smile at one another In the parade are BOSS NASS and his GUARDS, JAR JAR and GENERAL CEEL. The GUNGANS ride KAADU. They stop before the QUEEN and walk up the steps to stand by her side.BOSS NASS holds up the Globe of Peace. EVERYONE CHEERS. The parade marches on.

IRIS OUT

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