"STAR WARS EPISODE III REVENGE OF THE SITH" (2005)

June 2003 Fourth Draft

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 rollup, which crawls into infinity.

War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.

In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate.

As 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 ....

( ••. PAN 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-Pl7 is on Obi-Wan's ship. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.

OBI-WAN bounces through the flack with a frown. His ship rocks violently.

ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP FIGHTER.

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The 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.

OBI-WAN struggles to maintain control of his ship.

OBI-WAN flies to the left of a huge tower on a REPUBLIC CRUISER. The TWO DROID DROP FIGHTERS follow.

OBI-WAN deftly maneuvers around a large Starship's --· ---9'H''1perstructure, but the TWO DROID FIGHTERS stay on his tail, BLASTING him with intense laser fire.

ARTOO BEEPS his reply as ANAKIN swoops in for the kill. ANAKIN BLASTS one of the DROID DROP FIGHTERS. It EXPLODES.

(

ANAKIN BLASTS away at the second DROID DROP FIGHTER as ARTOO BEEPS an angry warning.

OBI-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.

ARTOO BEEPS. The crosshairs merge on the DROID DROP FIGHTER.

OBI-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.

R-4 BEEPS a blue streak.

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ANAKIN drops in behind the DROID DROP FIGHTER and blows him apart. ARTOO SQUEALS with delight.

R-4 BEEPS a blue streak.

ARTOO BEEPS a reply, and it reads out in Anakin's cockpit.

Ahead is a TRADE FEDERATION CRUISER with bat-like DROID VULTURE FIGHTERS stalking around on the hull. The VULTURE FIGHTERS transform into flight configuration, lift off the CRUISER, and attack the JEDI STARFIGHTERS.

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The 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.

ARTOO BEEPS a worried message.

Four Clone Fighters move into formation behind the Jedi.

ARTOO SQUEALS as five DROID TRI-FIGHTERS pass by at high speed on the right.

Four 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.

The 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.

{ ' '

In 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.

ARTOO 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.

Four more closing from your left.

Obi-Wan shakes his head.

ANAKIN swoops low and skims across a TRADE FEDERATION BATTLESHIP, dodging flack as ARTOO bounces along, trying to get out a sentence .

\ •.

OBI-WAN drops in behind the DROID VULTURE FIGHTERS chasing Anakin. ARFOUR BEEPS to OBI-WAN.

OBI-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.

ARTOO BEEPS nervously.

ARTOO SQUEALS in a panic. On the view screen Artoo's squeal reads out, "WE'RE NOT GOING TO MAKE IT."

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ANAKIN slips through the narrow gap. The trailing VULTURE DROID FIGHTERS CRASH.

OBI-WAN continues to fire on the VULTURE DROID FIGHTERS, driving them into the EXPLOSION.

A CLONE fighter is hit and explodes, spewing debris. The CLONE PILOT spins off into space.

Finally, OBI-WAN peels off and swings around, pulling up alongside ANAKIN. CLONE FIGHT SQUAD SEVEN battles the DROIDS.

Another CLONE fighter is hit, bursts into flames, and spins off into space. A VULTURE DROID FIGHTER-rai-ses its head to locate. its target and fires missiles at them.

ANAKIN 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.

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The 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.

ANAKIN spins his starfighter. The missiles spin and collide.

( Two missiles continue to track Obi-Wan.

Suddenly, 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.

The 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.

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ARFOUR's head gets ripped off and flies away.

ANAKIN 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.

•_._,

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ANAKIN 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.

ANAKIN 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.

Get 'em, Artoo. Watch out!

ARTOO 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.

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ANAKIN streaks ahead of OBI-WAN's disintegrating Jedi Fighter and blasts the shield generator. It SPARKS and EXPLODES.

The 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.

ANAKIN maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut.

OBI-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.

ANAKIN 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.

They 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 HOLOGRAMof the Trade Federation ship appears.

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The JEDI start to leave; ARTOO follows. The JEDI stop and turn to ARTOO.

OBI-WAN tosses the comlink to ARTOO.

GENERAL 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.

ANAKIN and OBI-WAN head for the elevator. A door opens in the hallway and two of GENERAL GRIEVOUS's BODYGUARDSconfront the JEDI.

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As a dozen more droids join the group, the JEDI ignite their lightsabers and stand back-to-back.

ANAKIN and OBI-WAN use their lightsabers and cut a large circle in the floor.

The 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.

They 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.

The last of the DOORS CAN BE HEARDCLOSING in the distance.

They move along a wall. ANAKIN climbs up the side to a small vent. The fuel gets closer to the SPARKING dischargers.

They 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.

The fuel is up to the Jedi's chins. ANAKIN finds a very, very small metal· gr.ate,.-t;hen -pounds en it until the tiny grate bree,;aw<k~s------- loose.

ANAKIN 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.

The TWO JEDI pull themselves through the narrow vent shaft until they reach a small hatch in the side of the tube.

As 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.

The 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.

,\1,, 15 INT. HALLWAY - TRADE FEDERATION CRUISER ··-~··· A 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.

The blast will break the hull. This side's pressurized.

The 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.

.. ( - SUPER BATTLE DROID R77

I have a bad feeling about this.

The fuel hits the SPARKING power discharger, and there is a HUGE EXPLOSION.

A GREAT EXPLOSION and a flaming gas cloud spray out of the side of the Federation Cruiser.

A large bulge appears in the wall around the sealed hatch as the EXPLOSION hits. OBI-WAN jumps back, then stands amazed.

ANAKIN grins at OBI-WAN, and they run down the hallway. ' l 20 INT. WIDE HALLWAY - TRADE FEDERATION CRUISER

The 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.

Finally 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.

The JEDI activate their light sabers and destroy all the BATTLE DROIDS.

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R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.

The elevator begins to move and screeches to a stop.

ANAKIN ignites his laser sword.

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ANAKIN cuts a hole in the elevator ceiling.

------23- IN'l'~ MAIN HANGAR- - TRADE-FEDERATION ---£RKUt!±IoSl>E±tR-----------

TWO SUPER BATTLE DROIDS are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted.

·.. ( r··

ANAKIN climbs through the hole in the ceiling of the elevator.

OBI-WAN continues to talk on the comlink. Artoo quietly beeps a reply.

ARTOO 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.

Suddenly, 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.

27 --IN'!'. ELEVATOR - TRADE-FEDERATION-CRUISE1,-Ri.-----~

The elevator starts to descend rapidly.

Anakin 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.

The TWO SUPER BATTLE DROIDS overhear OBI-WAN's comlink messages to ARTOO.

SUPER BATTLE DROID 1: There it is again.

The elevator races down as OBI-WAN holds on.

OBI-WAN

ii Stop. Artoo! We need to go up! '<..• Stop, stop!

The elevator stops with a jolt. OBI-WAN falls to the floor.

The TWO SUPER BATTLE DROIDS see ARTOO and walk toward the little droid.

SUPER BAT--'r-LEDROI~o,......1~~- Hey you!

ARTOO plugs into the interface again and the elevator shoots up.

OBI-WAN stands up after having fallen in the elevator.

c··•·

ARTOO is held up by TWO SUPER BATTLE DROIDS, who chuckle as the little Astro Droid curses and swings at them.

ANAKIN 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.

Before 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.

ARTOO activates his oil hose and sprays the SUPER BATTLE DROIDS. The SUPER BATTLE DROIDS slip on the oil.

i '\ ...

ARTOO 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.

The elevator door opens and the TWO JEDI carefully make their way into the main room of the General's Quarters.

At the far end sits SUPREME CHANCELLOR PALPATINE. ANAKIN and OBI-WAN move toward the CHANCELLOR.

As they get closer to PALPATINE, they see a very distressed look on the Chancellor's face.

PALPATINE 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.

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COUNT DOOKU jumps down to the main level.

OBI-WAN and ANAKIN throw off their cloaks and .ignite their lightsabers.

OBI-WAN and ANAKIN move toward DOOKU.

OBI-WAN and ANAKIN charge COUNT DOOKU. A great sword fight ensues.

---ANAKIN -- My powers have doubled since the last time we met, Count.

DOOKU lunges at the JEDI and they fall back ...

( '(.

As 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.

ANAKIN 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 .

DOOKU 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.

Anakin 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.

Anakin attacks COUNT DOOKU with a new ferociousness.

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Anakin 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.

ANAKIN cuts off COUNT DOOKU's head. A huge EXPLOSION somewhere deep in the ship rattles everything.

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ANAKIN drops COUNT DOOKU's lightsaber, moving to PALPATINE.

ANAKIN raises his hands toward PALPATINE, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose.

PALPATINE stands up, rubbing his wrists.

The 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.

ANAKIN picks up OBI-WAN, slings him over his shoulder, and heads for the elevators.

~--~GENBR.'\.L GRIEVOUS Prepare for attack.

Clone gunners fire on the Trade Federation cruiser and take fire in return. Gun emplacements are destroyed. Clone troopers go flying.

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c:

CRUISER

ANAKIN carries OBI-WAN to the elevator doors and hits the button. PALPATINE joins him.

ARTOO BEEPS a response to ANAKIN.

Suddenly 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.

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in!

Windows are blown out, droids and equipment are sucked into space.

As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other.

Several objects break through the metal blast doors, causing objects to be sucked into space. ARTOO starts to slide toward one of the small holes.

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CRUISER

As the elevator shaft rotates, it has become a long hallway. ANAKIN clings to the doorframe with OBI-WAN on his shoulder, as the Chancellor struggles to join him.

ARTOO 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.

ARTOO 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.

The TRADE FEDERATION CRUISER heads straight down toward the planet.

---RlHSER

ANAKIN jumps into the horizontal elevator shaft with OBI-WAN still on his shoulder.

PALPATINE 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.

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-- ----- -------- ____,,._._,-·-·-··----···-------------------

ANAKIN 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.

ANAKIN, OBI-WAN, and PALPATINE hang precariously on the side of the bottomless elevator shaft. OBI-WAN regains consciousness and tries to look around.

OBI-WAN looks down and sees PALPATINE and the bottomless pit. ______ _.:i:i;,~~hear--AR'I'OO BEEPING on Gl»-Wan's com~ink~~he 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.

OBI-WAN and ANAKIN look up to watch the elevator approach them at high speed, then OBI-WAN turns to ANAKIN.

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.. ;,. ( '-"- OBI-WAN

(continuing) Oops.

They 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.

ANAKIN 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.

ANAKIN, OBI-WAN, and PALPATINE fly through the elevator door and land.

As 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.

OBI-WAN and ANAKIN lead PALPATINE down a hallway toward the hangar bay.

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It 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.

ANAKIN 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.

ANAKIN 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.

OBI-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.

{ 59 INT. HANGARDOORWAY- TRADE FEDERATION CRUISER '-. .. OBI-WAN, ANAKIN and PALPATINE are out of breath.

They laugh.

They run down the hallway. Suddenly, ray shields drop around them, putting them in an electronic box in the middle of the hallway.

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C ANAKIN

Ray shields!

OBI-WAN takes a deep breath to express his total disappointment.

The Jedi look at each other in disbelief.

ARTOO comes skidding across the hallway and bashes into the opposite wall. He takes a moment to compose himself.

--------------------------- -~_,.:.,.__._, .. ,,_ ..

Suddenly several doorways open, revealing TWO DESTROYER DROIDS. SIXTEEN SUPER BATTLE DROIDS emerge from behind the DESTROYER DROIDS.

ARTOO turns and zaps one of the SUPER BATTLE DROIDS who then kicks ARTOO over.

OBI-WAN, ANAKIN PALPATINE, and ARTOO are captured by GENERAL GRIEVOUS. They stand before the ALIEN DROID GENERAL.

(

Negotiator. We've been waiting for you. That wasn't much of a rescue.

A BATTLE DROID walks to GENERAL GRIEVOUS and hands him the JEDI'S lightsabers.

ARTOO creates a distraction by extending all his arms, shooting out electrical pulses, and bouncing around.

OBI-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.

Crush them! Make them suffer!

ANAKIN uses the Force to yank his lightsaber out of the General's hand.

The 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 ~nd 1'1ser swords-wit--h~ENERAL- GRIEVOUSJ..s--T..w.,G---- BODYGUARDS.

CHANCELLOR PALPATINE is taken away by two BATTLE DROIDS. GENERAL GRIEVOUS walks around the bridge directing the BATTLE DROIDS.

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f,, •' C- ..- OBI-WAN fights one of General Grievous•s BODYGUARDS. The BODYGUARDcarries 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.

OBI-WAN pulls himself together and attacks again, cutting off the DROID BODYGUARD'S head. The DROID BODYGUARDkeeps attacking. ANAKIN struggles to defend himself against the other manic DROID BODYGUARD. He cuts the DROID BODYGUARDin half. TWO BATTLE DROIDS try to take the CHANCELLOR away.

ANAKIN follows them down the hallway and cuts them down, rescuing the Chancellor.

OBI-WAN finishes off the headless BODYGUARD. It crumbles to the floor in pieces.

ALARMS SOUND as the giant spacecraft begins to list and fall out of orbit. A PILOT yells at GENERAL GRIEVOUS.

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All aft control cells are dead.

OBI-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 -------uRIEVOUS.

One of the PILOTS stands next to the General.

~ G OBI-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.

OBI-WAN, ANAKIN, and PALPATINE hold on for dear life. A blast shield closes around where the. window used to be.

OBI-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.

ANAKIN 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 l there is a huge shudder, followed by more alarms. SPARKS begin to fly outside the windows.

GENERAL GRIEVOUS detaches his cable and crawls along the -----<e~x~terior hull of the Federation Cruiser, using his magnetized hands and feet. He reaches a row of escape pods and enters an airlock.

GENERAL GRIEVOUS enters the escape pod bay through the hatch. The Droid General goes to a control panel and opens an escape pod.

•:::-_' C .. GENERAL GRIEVOUS pulls a row of switches, and one by one the escape pods are jettisoned.

He gets in one, the hatch closes, and the escape pod blasts away from the damaged Cruiser.

OBI-WAN and ANAKIN go over to the navigator's chair.

ANAKIN 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.

OBI-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.

ARTOO beeps.

( .

A large part of the ship breaks away.

ANAKIN points to one of the controls. ARTOO beeps madly.

{ •

The 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.

A 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.

LATE AFTERNOON

The 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.

'._i. C ,<:..:

( of bolts safely ... ·~-'

(

ANAKIN smiles and walks away from OBI~WAN.

The CHANCELLORand his entourage approach MACE.

(

BAIL, ANAKIN, and the crowd walk away from the platform toward the Senate Building Grand Hallway.

ANAKIN and BAIL ORGANA, walking in the hallway.

ARTOO and THREEPIO follow behind the crowd.

(

'(. ( r-·

ARTOO beeps.

AFTERNOON

ANAKIN is at the back of the crowd of SENATORS, talking with BAIL ORGANA. R2-D2 and C-3PO scoot along ahead of them.

(

Behind a row of large columns, a SHADOWYFIGURE follows the JEDI and the SENATOR. ANAKIN senses the figure.

BAIL ORGANA --~- I' 11 do everything I can with the Senate.

(

ANAKIN stops, and BAIL goes off after PALPATINE and the others. ANAKIN goes behind one of the giant columns to meet up with the SHADOWYFIGURE, who is revealed to be SENATOR PADME AMIDALA. They embrace and kiss.

ANAKIN starts to give her another kiss. She steps back.

He grabs her again.

(

ANAKIN embraces her, then looks at her.

{· .. PADME "'-:.__ .·

Nothing . . . nothing ...

PADME begins to cry.

( ... They look at each other for a long moment.

ANAKIN is stunned. He thinks through all of the ramifications of this. He takes her in his arms.

( '•·,

A small NEIMOIDIAN SHUTTLE lands. BATTLE DROIDS surround the ramp as GENERALGRIEVOUS descends onto the platform. SUPER BATTLE DROID G21 approaches.

GENERALGRIEVOUS takes the elevator to an upper level. He enters a conference room and presses a series of buttons on the table, and bows.

A hologram of Darth Sidious appears.

(_

GENERALGRIEVOUS

------ ---------,Il--ltc--1•.,,,a_r-c1·11 be doae-, My Lo:rct1a~.~-

The hologram of Sidious talks to GRIEVOUS about the death of Count Dooku.

PADME stands in the balcony brushing her hair. ANAKIN leans against the wall, watching her. lovingly.

(_·

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.

(

so.

They laugh.

The view is strangely distorted and disorienting. PADME is on a table in an alien medical chamber. She is giving birth and is screaming.

She screams and dies.

ANAKIN 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.

She gets out of bed and goes downstairs to look for him.

ANAKIN 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.

PADME descends the stairs and joins ANAKIN on the veranda. She takes his hand. He doesn't look at her.

(

ANAKIN touches the japor snippet around PADME'S neck, that Anakin gave her when he was a small boy.

---They look at each other. A moment of concern passes between them.

PADME gives him a long, worried look. ANAKIN takes a deep breath.

ANAKIN takes PADME in his arms.

They embrace, then part.

' ( '..'."

YODA and ANAKIN sit in Yoda 's room, deep in thought.

ANAKIN hurries down a temple hallway, heading toward a Jedi Briefing Room. SEVERAL JEDI are exiting.

ANAKIN 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.

c·

(

.....•i-: :,: C OBI-WAN

The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings.

ANAKIN stands with PALPATINE at his window overlooking the vastness of Coruscant. Several buildings have been destroyed. A brown haze hangs over the landscape.

----------------------- ---~-----_,-,---~--··-· -~-~-----~-~- ·---~-~- - .. ·,-··~:¼·.,, .•.

{

( -.'.'," ANAKIN thinks about this.

PADME, BAIL ORGANA, and SENATORS MON MOTHMA, FANG ZAR, TERR TANEEL, and GIDDEAN DANU sit in Senator Organa 's office.

(

Council, the Chancellor has appointed Governors to oversee all star systems in the Republic.

( ;

----------~ ·~---•'-• ----

EVERYONElooks at each other, a little worried at the implications of what was just said.

le..... C .

They ALL nod their heads. PADME considers this for a moment.

CHAMBERS - DAY

ANAKIN stands pensively in front of the Jedi Council Chambers. The door opens.

ANAKIN enters and stands in the middle of the room. He is surrounded by the Jedi Council MACE WINDU, EETH KOTH, OBI-WAN, YODA, the HOLOGRAMSof PLO KOON and KI-ADI-MUNDI.

(

·.•c. ... C

Anakin reacts with anger.

ANAKIN goes and sits in one of the empty chairs. Everyone is embarrassed. KI-ADI-MUNDI WHO APPEARS AS A HOLOGRAM, speaks.

(.

,,.··.·.,~.' C ;;,•

ANAKIN is disappointed.

ALCOVE - LATE AFTERNOON

ANAKIN and OBI-WAN walk through one of the massive Jedi Temple hallways. ANAKIN is furious.

--------.ledi affairs~-

(

c:.

(~_

(

,, ( .··-- ..> ANAKIN

Master, the Senate demanded that he stay longer.

A JEDI GUNSHIP heads for the huge Clone landing platform.

YODA, MACE, and OBI-WAN ride in the GUNSHIP as it heads for the Clone landing platform. Mace and Obi-Wan are sitting.

The 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.

Padme'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.

CAPTAIN TYPHO gets back into the Speeder, and it disappears into the cityscape. The HANDMAIDENS, Motee and Elle, approach PADME as the SHADOWOF A FIGURE moves in the background. C-3PO is standing nearby.

( C ' PADME

I'll be up in a while.

C-3PO stands, confused, as the HANDMAIDENS turn and exit.

The golden droid turns and exits.

PADME stands and watches the sunset. The SHADOWYFIGURE moves toward her. She senses something.

PADME jumps and turns around.

He sits next to her on the bench.

She puts his hand on her belly.

("

", C .

They laugh.

(

--· .. They look in each other' s eyes.

PADME is startled at this.

(

)·.. ( PADME smiles. ANAKIN is a little embarrassed.

ANAKIN lands his speeder and exits.

ANAKIN runs up the stairs at the Galaxies Opera House.

ANAKIN 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."

ANAKIN sits next to PALPATINE. The Chancellor leans over to him.

(.

ANAKIN doesn't say anything. He simply looks down.

(

'...• ( .. ;>

PALPATINE smiles.

(

the Jedi and the Sith.

ANAKIN is deep in thought.

C

--------l?~.J\AlnsQOKIEE CATAMARANflanked ~WOOK-±EE HELICOPTERS approaches the tree housing the HOLOGRAMAREA.

YODA and various JEDI speak via hologram. The discussion includes OBI-WAN, MACE, AGEN KOLAR, YODA, KI-ADI-MUNDI, and PLO KOON.

(-

All the JEDI concur.

They all look at ANAKIN a bit disturbed.

ANAKIN is embarrassed and becomes sullen.

OBI-WAN throws ANAKIN a dirty look.

All the JEDI concur.

ANAKIN is angry.

f

YODA gets out of his chair and walks to the edge of the platform.

The battle begins.

A 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.

Padme's apartment building is surrounded by the smog-shrouded city of Coruscant.

MORNING

PADME and OBI-WAN sit on one of the couches.

(

-------·~-------------··-----·-···-··------------------ -----

They laugh.

(.··

feelings.

OBI-WAN studies her.

l C .

PADME is a little flustered. She stands and Obi-Wan follows. She walks to the balcony.

PADME looks down and doesn't answer.

They 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.

(

---------------------~· ... ~-'--'---- • •4-',....•,

PADME, 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.

(

PADME takes a deep breath in frustration and disappointment.

ANAKIN 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.

OBI-WAN starts to turn and leave.

--- -- ANAKIN-- Master !

OBI-WAN stops and ANAKIN walks over to him.

C .

OBI-WAN starts down the ramp, then turns back.

Well, there's always a first time.

OBI-WAN laughs.

They talk for a few more minutes before ANAKIN watches OBI-WAN depart.

OBI-WAN heads down a ramp toward the waiting Republic cruiser.

The Republic cruiser lifts off and heads for space.

B4.

CLONE TROOPERS stand at attention in rows on the floor of the hangar deck, waiting to board landing craft. OBI-WAN sta~ds 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.

They laugh.

(laughing) Cato Nemoidia ... for starters.

OBI-WAN climbs into his Jedi Fighter.

--OBI-WAN Very well, the burden is on me not to destroy all the droids before you get there.

OBI-WAN blasts the BLUE JEDI FIGHTER out of the Republic Battle Cruiser and into the hyperspace ring. He heads for the planet Utapau.

(

:: C .·

The 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.

c:.; They exit the landing platform.

They enter the main hallway of the Senate Office Building. They pass SEVERAL SENATORS, including REPRESENTATIVE JAR JAR BINKS from Naboo.

The Gungan waves to Anakin.

Anakin turns back to the Chancellor.

(

(

ANAKIN becomes worried.

PADME calls out in pain. OBI-WAN is near her and softly speaks to her.

(

,. ·.· (

ANAKIN is in the living room, working. He sits on the couch where Obi-Wan was sitting. PADME enters and crosses behind him.

PADME looks at him for a moment. ANAKIN seems tense.

She continues to walk to the bedroom, he follows.

{

(

They stop in front of the window in the bedroom. ANAKIN puts his hand on her belly.

PADME looks ANAKIN in the eye ..

They embrace and kiss.

OBI-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.

OBI-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 BODYGUARDSwatch as OBI- WAN talks to TION MEDON.

(

A GROUND CREW rushes out and refuels Obi-Wan's Fighter. TION MEDON leans close to OBI-WAN and speaks quietly.

OBI-WAN· I understand.

(_ OBI-WAN starts back toward his Starfighter as TION MEDON leaves the Landing Platform. GRIEVOUS's BODYGUARDSretreat from the overhead platform. OBI-WAN climbs back into his BLUE JEDI FIGHTER. His Astro Unit (R4-G9) turns to him:

The little Astro Droid BEEPS a reply.

On 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.

(

' , C

They watch as the BLUE JEDI FIGHTER takes off.

OBI-WAN also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city.

OBI-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.

OBI-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.

He comes across a corral filled with about half a dozen DRAGON- LIKE LIZARDS. SEVERAL WRANGLERSare standing around.

OBI-WAN walks up to the WRANGLERS and uses the Force with his slight hand movements.

l, C ' One 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.

The WRANGLERbrings the chosen one over to him.

OBI-WAN swings onto the back of the LIZARD. The beast rears up and scurries outside to the edge of the sinkhole.

The 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.

GENERAL 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.

---bENERAL 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.

(

r,·.·.·. ~}

OBI-WAN is deep in thought.

The JEDI removes his cloak and jumps down behind the GENERAL.

(

(to droids) Kill him!

About a HUNDRED BATTLE DROIDS surround OBI-WAN, GENERAL GRIEVOUS, and his BODYGUARDS. OBI-WAN looks around, then walks right up to GENERAL GRIEVOUS.

They stare at each other for a moment.

GENER.¾ CRIEVOO~ Enough of this.

The BODYGUARDSraise 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 BODYGUARDin two. His staff flies into the air and is caught by GENERAL GRIEVOUS. The other THREE BODYGUARDSattack OBI-WAN with an intense fury.

(

OBI-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 BODYGUARDto pieces. BATTLE DROIDS move toward OBI-WAN.

His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship.

( OBI-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.

(

TWENTY 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.

More CLONES rappel into the control center and blast away at the remaining DROIDS.

The 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.

The chase begins. Obi-Wan drops his lightsaber while riding Boga. (

The sun is setting as the lights come on in the massive Senate Office Building. The sky is red.

PALPATINE 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.

The Chancellor turns on FANGZAR.

PADME gives ANAKIN a frustrated look, then turns and exits with the other FIVE SENATORS. PALPATINE turns to ANAKIN.

;i C ,.

PALPATINE studies ANAKIN carefully and gives him a skeptical look.

c·

'_. ( '·

KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE COMMANDERCODY, and AAYLA SECURA talk via holograms.

ANAKIN leaves the room. COMMANDERCODY'S hologram disappears.

,·· ~ The dark side of the Force surrounds t "·-- the Chancellor.

-'.·•.. C •

ANAKIN brings news to PALPATINE.

(

appreciate your talents. Don't you wonder why they won't make you a Jedi Master?

They walk into the hallway.

-------------- -------

c·

They stop.

(

destroy you. Let me train you.

n ~:'-.' ANAKIN ignites his lightsaber.

(. ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense moment, then ANAKIN relaxes, and then turns off his lightsaber.

(

,. ·. (

ANAKIN stares at him for a moment.

PALPATINE turns and moves to his office.

PALPATINE sits behind his desk.

OBI-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

\ ,. 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.

A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the DROID ARMY.

OBI-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.

GENERAL 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.

(

r L

GENERAL 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.

OBI-WAN sizes up the situation, looking for a way to get to GENERAL GRIEVOUS.

The 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.

GENERAL 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.

Extending 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.

OBI-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.

(

:_. C .· OBI-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.

GENERAL 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.

The 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-.

OBI-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.

MACE 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.

(

:

C..

·. C .

ANAKIN watches as the JEDI leave in their ship.

- 125 INT. CORUSCANT - JEDI COUNCIL/PADME'S APARTMENT - EARLY EVENING

(INTERCUT)

PADME is alone in her apartment, thinking of Anakin. ANAKIN sits alone in the Jedi Council Chamber thinking of PADME.

ANAKIN rushes out of the Council Chamber and to his speeder. The hangar door opens and he lifts off.

EARLY EVENING

The sky is still blue as a JEDI GUNSHIP lands on the Senqte Office Building landing platform.

FOUR 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.

EVENING

The 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.

MACE arrives with THREE JEDI to arrest PALPATINE.

MACE WINDU and the other JEDI ignite their lightsabers.

-------·--····--·--------------

PALPATINE stands, a laser sword appears out of his cloak.sleeve, and he spins toward the JEDI.

A close shot of PALPATINE as the fight begins. Close shots of THREE JEDI getting cut down by PALPATINE. PALPATINE and MACE continue to fight.

Jedi 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.

ANAKIN lands his speeder, jumps out, and runs down a long corridor toward the Chancellor's office.

In 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.

They stop as MACE forces PALPATINE to drop his sword. PALPATINE and MACE start yelling at each other.

(

~ C . PALPATINE raises his hands, and lightning bolts shoot out. They are blocked by MACE's lightsaber. PALPATINE is pushed back against the window sill.

MACE 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.

·. C

ANAKIN

{ It is not the Jedi way ...

MACE raises his sword to kill the CHANCELLOR.

Just as MACE is about to slash PALPATINE, ANAKIN steps in and cuts off the Jedi's hand holding the lightsaber.

r ~ As MACE stares at ANAKIN in shock, PALPATINE springs to life. The 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.

His face has changed into a horrible mask of evil. ANAKIN looks on in horror. PALPATINE cackles.

ANAKIN sits.

ANAKIN kneels before PALPATINE.

(

Palpatine moves over to his desk.

YODA winces, closes his eyes, and holds his head. He feels a disturbance in the Force.

PALPATINE is putting on his dark cloak: he is now fully DARTH SIDIOUS.

.. C .

''

ANAKIN goes to the Jedi Temple with a battalion of Clone Troopers.

The battle between the CLONES and the DROIDS rages throughout the sinkhole. OBI-WAN rides up to CLONE COMMANDERCODY.

CLONE COMMANDERCODY starts to move away, then remembers something and returns to OBI-WAN.

C

' C .

He hands OBI-WAN his lightsaber, and the LIZARD rears up.

CLONE COMMANDERCODY" Yes, sir!

OBI-WAN and the LIZARD ride off down the wall of the giant ---sinkhole.

The battle rages throughout the city. CLONE COMMANDERCODY (2224,) takes out his comlink and listens to the HOLOGRAMOF DARTH SIDIOUS as, far below, OBI-WAN can been seen battling DROIDS on a landing platform.

The HOLOGRAMdisappears, and CLONE COMMANDERCODY gestures to a nearby Clone Trooper.

The 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.

OBI-WAN falls hundreds of feet to the bottom of the water-filled sinkhole.

( '.•.·.-

The sky slowly awakens on the crystal world of Mygeeto. A battle rages. Clone troops battle the droid armies across a long bridge. KI-ADI-MUND! uses his light saber to deflect enemy fire.

CLONE COMMANDERBACARA (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 HOLOGRAMOF DARTH SIDIOUS appears on the comlink in the palm of his hand. He moves further into the shadows.

DARTH SIDIOUS fades, and the CLONE COMMANDERsnaps 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-MONDI turns around and is blasted by clone fire. He's killed before he can defend himself.

A column of CLONE WALKERS marches across the forest floor. The STRANGE CALLS of the alien forest creatures of FELUCIA suddenly stop. The Jedi AAYLA SECORA and her CLONE TROOPS brace for an ambush.

They all look around for signs of the enemy. CLONE COMMANDERBLY moves up behind the Jedi.

BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground.

Another 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.

YODA drcps his gimer stick, clutches his chest, and rests against a wall.

The 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.

The 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.

The cannon fires, and QUINLAN VOS and the CLONES disappear in a huge EXPLOSION.

The CLONE PILOT watches a hologram of DARTH SIDIOUS.

- --· --~------~-------····-'"~--.----·---,----·-·-·-·····---

f'''?

°'"······ 138 INT. CATO NEIMOIDIA - JEDI STARFIGHTER - DAY

PLO KOON heads his ship toward a battle oil a landing platform.

The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky.

Three 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.

DARTH SIDIOUS stands alone in his private office, illuminated only from a hologram projector beam from above. A small HOLOGRAM OF COMMANDERGREE stands in front of him.

A 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 COMMANDERGREE holds his comlink.

CLONE COMMANDERGREE snaps his comlink shut.

YODA watches from the balcony. The battle rages as CLONES and WOOKIEES attack DROIDS coming across the water on CORPORATE ALLIANCE TANK DROIDS. CHEWBACCAand TARFFUL stand on either side of the Jedi Master as he watches the battle below. CLONE COMMANDERGREE 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.

But faster than the CLONES can reveal their weapons, YODA ignites his lightsaber, leaps in the air, and beheads both CLONES. CHEWBACCAand TARFFUL fire their weapons as more CLONES enter the hall. The Wookiees call out to YODA to follow them. CHEWBACCApicks YODA up and carries him away.

A JEDI is surrounded and gunned down by CLONE TROOPERS .

ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI.

He exits Shaak Ti's room and enters a hallway, where the battle is taking place.

ANAKIN enters a room full of YOUNGLINGS huddled in a corner.

ANAKIN looks back at them with a stern expression on his face and ignites his lightsaber.

C-3PO and PADME look out the apartment window.

C . PADME bursts into tears.

The city planet is covered in a hazy glow. A column of biack smoke can be seen rising in the distance. BAIL ORGANA's Speeder flies overhead, straight toward the smoke.

The 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.

( The CLONES bar the Senator from entering the Temple.

The CLONES point their guns at BAIL and cock them.

BAIL 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 COMMANDERAPPO (1119), who points at BAIL.

..· C ~

SEVERAL CLONES start firing at BAIL. The Senator jumps for cover behind his Speeder, starting the engines and pulling out ·his laser pistol.

The YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot.

The Speeder takes off with BAIL clinging to the side. The CLONES fire at it as it disappears into the cityscape.

BAIL 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.

The 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.

OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall.

OBI-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.

The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water.

The 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 sy$tem.

CLONES 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.

A 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.

[ ~- . CREATURE :;.,... Wookiee good ... eat Wookiee.

(crazy little laugh)

Suddenly, CHEWBACCAclimbs up behind the AT-ST CLONE, dripping wet, and throws the CLONE SERGEANT into the water. CHEWIE BARKS.

(

TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda.

YODA, 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.

YODA 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.

The AT-ST marches up the hill and stops. The WOOKIEES jump down. YODA lands on CAN-CELL nearby. CHEWBACCAgoes to a tree and pulls down one of its branches.

The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod.

The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky.

STARSHIP LANDING PLATFORM - DAY

BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS.

BAIL 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.

LANDING PLATFORM - DAY

The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky.

I

BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.

r u 157 EXT. UTAPAU - SINKHOLE WALL - LATE DAY

OBI-WAN hides from a group of CLONE TROOPERS.

He watches them pass.

OBI-WAN tries to sneak back to the secret platform, down a flight of stairs.

OBI-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.

OBI-WAN flies away from the planet Utapau in General Grievous's tiny Starfighter.

OBI-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.

r ~

A BURST OF STATIC is heard - and a FUZZY HOLOGRAMimage appears.

The FUZZY HOLOGRAMimage comes_ into focus, and it is BAIL ORGANA.

,-.·.- everywhere. We're sending you our \...... coordinates.

PADME stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom.

PADME turns and rushes to the bedroom.

THREEPIO walks out to ANAKIN's ship and talks with ARTOO. ARTOO beeps.

PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER. They embrace.

C-3PO continues to talk to R2-D2 on the GREEN FIGHTER.

ARTOO SQUEAKS and BEEPS.

C-3PO leans over and whispers to ARTOO.

I"'{,, y ARTOO BEEPS rather loudly. C-3PO puts"his fingers to his lips.

ARTOO BEEPS quietly.

ANAKIN looks down for a moment and then walks away from Padme.

ANAKIN turns and walks back to Padme.

PADME stands and reacts ever so slightly.

y,;,',, ~.' C ,:;.'

ANAKIN takes PADME in his arms.

They kiss.

-----,----~------- ANAKIN (continuing) Please, wait for me.

ANAKIN gets into his Fighter as THREEPIO backs away.

(

\! ·..• .....,,..

ARTOO beeps.

ARTOO 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.

THREEPIO starts to move off.

OBI-WAN's ship docks with Bail Organa's Starcruiser.

The door to the main hallway slides open. OBI-WAN enters and is greeted by YODA and BAIL ORGANA. The three walk down the hallway.

'·.y:_ (

l OBI-WAN

Have we had any contact from the Temple?

( •,.

\

C ..

Workers move across the lava beds, gathering the magma. A column of aliens riding giant MUSTAFAR FLEAS marches forward.

A HOLOGRAMof DARTH SIDIOUS is in the center of the room. NUTE GUNRAYand the REST OF THE SEPARATIST COALITION watch SIDIOUS.

The hologram disappears.

The Republic Cruiser heads toward Coruscant. OBI-WAN, BAIL, YODA, and TWO PILOTS sit in the cockpit.

Ct

The PILOT pushes some buttons. MAS AMEDDA appears on screen.

MAS AMEDDA's image disappears from the screen.

OBI-WAN, BAIL, and YODA land on Coruscant. The elevator door opens, and they step out.

.. C /

BAIL and his AIDES go into the Senate. YODA and OBI-WAN head for the Jedi Temple.

ANAKIN's Jedi Starfighter heads for the hazy blood-red planet of Mustafar.

ANAKIN 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.

ARTOO lets out a sad little BEEP and moves back toward the ship.

ANAKIN, putting on his hood, walks across a walkway upon arriving on Mustafar.

ANAKIN appears in the doorway of the control center.

----·--~-----··-·-----------

Everyone 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.

Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze.

A DOZEN CLONE TROOPERS stand guard at the entrance of the Jedi Temple. Suddenly there is a flash of a ligl)tsaber, 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.

(

discovered will be.

The awesome Senate Building looms over the city. The endless traffic continues to clutter the skyline.

The Chancellor is in the podium in the center of the vast arena giving a speech. MAS AMEDDAstands to the right of SIDIOUS. BAIL ORGANAwalks 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.

,(~' (_

YODA 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.

YODA and OBI-WAN walk through the ruins of the Temple until they come across the bodies of some students.

( {·

ANAKIN 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.

ANAKIN, 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.

Then POGGLE THE LESSER loses his head; WAT TAMBOR, SHU MAI, and the REST OF THE SEPARATISTS run into the conference room.

Applause.

In the hallway, ANAKIN cuts down DROIDS and SEPARATISTS alike. He is unstoppable. ANAKIN turns his head-his eyes are yellow.

PALPATINE continues his speech at the podium.

There is a long period of APPLAUSE.

{ •

rr \J;;,•.·

There is a loud, sustained CHEER from the Senate. BAIL ORGANA and PADME sit, dumbfounded.

The Senate CHEERS again. BAIL and PADME are devastated. PADME begins to cry.

The Senate APPLAUDS.

He starts to stand up. PADME stops him.

(

( 'r.

After 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.

RUNE 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.

NUTE GUNRAY is the last Separatist leader alive. ANAKIN moves on to find NUTE GUNRAYhiding in an alcove.

NUTE GUNRAY is cut down in midsentence.

OBI-WAN stands in a large computer area as YODA looks on, in the hatchway to the Main Control Center.

OBI-WAN enters the Main Control Center with YODA and heads for the hologram area.

OBI-WAN moves to a panel and flips some switches. He sees a HOLOGRAMof ANAKIN slaughtering JEDI, including the YOUNG ONES. OBI-WAN and YODA react.

As ANAKIN surveys the carnage, a DARK-ROBED SITH LORD enters. ANAKIN turns to DARTH SIDIOUS and kneels before him.

OBI-WAN watches in horror. Tears well up in his eyes.

(

'(.·..·. C. <'

OBI-WAN switches off the hologram. The TWO JEDI stand in silence for a few moments.

(

A DC0052 Intergalactic Speeder pulls up to the veranda landing of Padrne's apartment.

The 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.

The security curtain disappears, and the FIGURE lifts his hood. It is OBI-WAN. The alarm stops sounding.

PADME comes down the stairs in a robe. THREEPIO leaves.

She embraces Obi-Wan.

As PADME moves to sit down, she reveals her pregnancy.

PADME looks away.

( '·

,'.· C~' OBI-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.

R2-D2 waits forlornly for his Master in front of the Jedi Starfighter.

ANAKIN surveys the slaughter with a crazed .look in his eyes.

ANAKIN stares out at Mustafar, standing on the control room balcony.

A 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.

TYPHO bows.

He goes to the speeder and gets in.

,.

C '

TYPHO 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.

THREEPIO chatters away as PADME breaks down in tears, the painful reality sinking in.

OBI-WAN stows away on Padme's ship. The ship lifts from the landing platform and heads into the traffic lanes.

- SUNSET

A HOLOGRAMOF ANAKIN appears before PALPATINE in his office at the bottom of the Senate Arena.

A Hologram of Sidious speaks with Anakin 1n the Mustafar control room.

ANAKIN sees Padme's ship arriving on the screen and goes out to - - -----meet her.

The 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.

They embrace.

PADME turns around and. sees OBI-WAN standing in the doorway of the Naboo Cruiser.

ANAKIN reaches out, and PADME grabs her throat as she starts to choke.

ANAKIN releases his grip on the unconscious PADME and she crumples to the ground.

ANAKIN throws off his cloak;

OBI-WAN flings off his cloak.

They circle each other until OBI-WAN is near PADME. He places his hand on her.

:.. C .

(

I will do what I must. (ignites his lightsaber)

ANAKIN ignites his lightsaber.

ANAKIN lashes out at OBI-WAN, and they begin a ferocious sword fight. ANAKIN throws CONTAINERS at OBI-WAN using the Force.

They 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.

ARTOO BEEPS his concern and rushes to the unconscious PADME's aid.

NIGHT

YODA 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.

/ The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, l surrounding YODA.

YODA is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. DARTH SIDIOUS chuckles.

ANAKIN 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.

R2-D2, tries to drag PADME on board the Naboo Cruiser. C-3PO pokes his head out of the ship's doorway.

C-3PO starts down the ramp.

( •

NIGHT

MAS AMEDDA leaves the room. PALPATINE approaches a stunned YODA.

YODA uses the Force to throw DARTH SIDIOUS back, knocking him clear over his desk and onto the floor in a heap.

DARTH 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. '

YODA ignites his lightsaber.

DARTH SIDIOUS ignites his lightsaber.

Their swords CLASH. The battle is extremely fast and furious.

''

A ~<

View 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.

ANAKIN 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.

PALPATINE 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.

The battle intensifies.

OBI-WAN stands looking at his former apprentice for a moment.

~ , C OBI-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.

Both combatants are blasted backwards onto the control panels. They regain their footing and the battle continues. ANAKIN kicks OBI-WAN away.

They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.

YODA 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.

The energy bolts begin to arc back on the Emperor. It looks as if the Dark Lord is doomed.

(

Kenobi, your apprentice will destroy.

YODA 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.

YODA 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.

YODA 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.

n,, \..;,·

ANAKIN 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.

The balcony ends, and OBI-WAN is trapped. He looks over the balcony and into a river of lava.

ANAKIN cuts apiece of the balcony railing off, along with a control panel.

ALARMS 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.

LAVA RIVER, MAIN COLLECTION PLANT - DAY

ANAKIN, following OBI-WAN, .jumps down onto the flexing pipe, lands, and resumes fighting.

OBI-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.

NIGHT

YODA squishes his way through a mass of wires in a small chute. He talks on his comlink.

(

A Senate pod with COMMANDERTHIRE (4477) and SEVERAL OTHER CLONE TROOPERS climb up to where MAS AMEDDAand PALPATINE are waiting. Beneath the Main Podium, TWENTY CLONE TROOPERS search for Yoda's body.

PALPATINE walks into the Arena hallway. COMMANDERTHIRE descends down to the floor of the Arena, where an intense search is taking place. SEVERAL CURIOUS SENATORS rubberneck in scattered pods.

{

OBI-WAN and ANAKIN battle on the top of the multi-spired 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.

Support 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.

It 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.

( BAIL 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.

YODA straightens himself out.

YODA and BAIL fly into the traffic of the city.

OBI-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.

l

C ANAKIN and OBI-WAN continue their sword fight hanging from cables as they swing past each other.

C-3PO carefully lifts PADME into his arms. R2-D2 nervously looks on. BEEPING.

C-3PO carries PADME into the Naboo Skiff.

From 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.

SNAPPING 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.

OBI-WAN does a double back-flip and lands squarely on the floating platform. He immediately leans to one side and moves away from the tower.

ANAKIN 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.

OBI-WAN heads for the bank of the lava river, but Anakin's DROID is faster. He catches up with his old Master.

OBI-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.

(

A .. ~;

ANAKIN and OBI-WAN confront each other on the lava river:

C ANAKIN 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.

ANAKIN 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.

(

·.

C ANAKIN 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.

OBI-WAN picks up Anakin's lightsaber and begins to walk away. He stops and looks back.

ANAKIN'S clothing blows into the lava river and ignites. Suddenly ANAKIN bursts into flames and starts SCREAMING. (.

OBI-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.

He runs back to Padme's ship as ANAKIN drops, smoldering, near the top of the lava pit.

OBI-WAN makes his way to the SKIFF. He looks for Padme. THREEPIO sticks his head out the door of the SKIFF.

OBI-WAN runs on board the Naboo Skiff.

(

r .. \if

PADME lies on a cot or bed inside the ship. OBI-WAN walks over and checks on her.

OBI-WAN looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness. ARTOO watches over her.

OBI-WAN rides in the co-pilot's station. He. sits looking pensive. THREEPIO drives.

ANAKIN crawls up the bank, his body smoking. A shuttle flies overhead and lands.

An 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.

DARTH SIDIOUS walks in front of the CLONE TROOPERS on his way to get to Anakin at the edge of the lava pit.

DARTH SIDIOUS discovers what remains of ANAKIN and checks him out. He turns to the CLONES.

Several of the CLONES rush off as DARTH SIDIOUS puts his hand on ANAKIN's forehead.

On the isolated asteroid of Polis Massa, YODA meditates.

·' QUI-GON (V. 0.) ~; ••. 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.

(

YODA thinks about this for a minute, then BAIL ORGANA enters the room and breaks his meditation.

The 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.

OBI-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.

DAY

The shuttle lands. DARTH SIDIOUS and CLONE TROOPERS leave the shuttle. ANAKIN's body is carried along in a floating medical capsule.

POLIS 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.

The MEDICAL DROID rushes back to the operating room. ARTOO and THREEPIO watch, greatly puzzled. ARTOO BEEPS.

ANAKIN, 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.

The 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.

PADME winces from the pain. The MEDICAL DROID is holding the BABY.

C ' PADME can only offer up a faint smile; She struggles to touch the baby on the forehead.

R2-D2, THREEPIO and BAIL ORGANA watch from an adjoining space.

VADER, 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.

OBI WAN leans over PADME and softly speaks to her.

..-·· t you hang on. \..,_

PADME winces again and takes OBI-WAN's hand. She is holding Anakin's japor snippet.

A last gasp, and she dies. Obi-Wan studies the necklace.

DARTH 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.

The DROID moves back to the table where DARTH VADER lies. The table begins to move upright. DARTH SIDIOUS moves in next to DARTH VADER.

DARTH VADER, with his dark mask and helmet, moves up into the frame until he is in a CLOSE-UP.

DARTH VADER looks around the room.

(continuing) Where is Padme? Is she safe, is she all right?

DARTH SIDIOUS moves closer to the half droid/half man.

A LOW GROAN emanates from Vader's mask. Suddenly everything in the room begins to implode, including some of the DROIDS.

VADER SCREAMS, breaks his bonds to the table, and steps forward, waving his hands, causing objects to fly around the room.

·, C : SIDIOUS deflects the objects, but some of the DROIDS aren't so lucky. VADER'S PAINFUL SCREAMS echo throughout the Center.

BAIL ORGANA's Starcruiser approaches the city of Theed.

BAIL ORGANA, YODA, and OBI-WAN sit around a conference table.

t. My wife and I will take the girl.

We've always talked of adopting a baby girl. She will be loved with us.

·.• C •·

BAIL leaves the conference room. YODA stops OBI-WAN.

('·

(

BAIL ORGANA, followed by ARTOO and THREEPIO, approaches CAPTAIN ANTILLES and TWO CREW MEMBERS.

SIO BIBBLE walks with other MOURNERS.

LARGE CROWDS line the street as a flowered, covered coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS AND FAMILY ATO DIGNITARIES follow the casket.

PADME's hand clutches the japor snippet.

A 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.

I

A Star Destroyer is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the EMPEROR and GOVERNOR TARKIN.

DARTH VADER walks along the bridge to join the EMPEROR and GOVERNOR TARKIN. The camera PANS to reveal the huge frame structure which is the beginning of .the DEATH STAR.

The ship approaches the surface of Alderaan.

The 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.

OBI-WAN rides up to the moisture farm homestead on an EOPIE. He dismounts, takes the BABY out of a papoose on his ba.ck, 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.

END TITLES.