



STAR WARS EPISODE 3: REVENGE OF THE SITH SCRIPT



George Lucas





1 EXT. SPACE



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-P17 is on Obi-Wan's ship. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.



2 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE



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



3 INT. ANAKINS STARFIGHTER COCKPIT-SPACE



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



ANAKIN: There isn't a droid made that can out fly you, Master, and no other way to get to the Chancellor . . .



OBI-WAN: Look out, four droids inbound . . .



4 EXT. CORUSCANT-SPACE BATTLE



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.



5 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE



OBI-WAN struggles to maintain control of his ship.



OBI-WAN: We've got to split them up.



ANAKIN: Break left, fly through the guns on that tower.



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



OBI-WAN: Easy for you to say . . . why am I always the bait?



ANAKIN: Don't worry. I'm coming around behind you.



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



OBI-WAN: Anakin, they're all over me!



ANAKIN: Dead ahead! Closing . . . lock onto him, Artoo . . .



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



ANAKIN: (continuing, laughs) We got him, Artoo!



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



ANAKIN: I copy, Artoo.



OBI-WAN: I'm going down on the deck.



ANAKIN: Good idea ... I need some room to maneuver.



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.



ANAKIN: (continuing) Cut right. Do you hear me?! Cut right. Don't let him get a handle on you. Come on, Artoo, lock on! Lock on!



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



OBI-WAN: Hurry up! I don't like this!



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.



OBI-WAN: (continuing) Ouch!



R-4 BEEPS a blue streak.



OBI-WAN: (continuing) Don't even try to fix it, Arfour. I've shut it down.



ANAKIN: We're locked on ... we've got him . . .



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



ANAKIN: (continuing) Yeah! We got him . . . good going, Artoo.



OBI-WAN: Next time you're the bait . . . Now let's find the Command Ship and get on with it ...



R-4 BEEPS a blue streak.



ANAKIN: Lock onto them, Artoo. Master, General Grievous's ship is directly ahead.



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



ANAKIN: (continuing) The one crawling with vulture droids.



6 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE



OBI-WAN: I see it. Oh, this is going to be easy.



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



ANAKIN: Come on, Master.



OBI-WAN: Not this time. There's too much at stake. We need help. Odd Ball, do you copy?



ODD BALL: (OS) Copy, Red Leader.



OBI-WAN: Mark my position and form your squad up behind me . . .



7 INT. ODD BALL'S FIGHTER COCKPIT-SPACE



ODD BALL: We're on your tail, General Kenobi. Set S-foils in attack position.



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.



8 INT. ANAKIN'S FIGHTER COCKPIT-SPACE



ANAKIN: This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.



ARTOO BEEPS a worried message.



OBI-WAN: Add five Tri-fighters on the right . . .



ANAKIN: I'm going head to head. See you.



OBI-WAN: Take it easy, Anakin.



Four Clone Fighters move into formation behind the Jedi.



ODD BALL: I'm on your right, Red Leader.



ANAKIN: Incoming!!



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



OBI-WAN: Five more 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.



ANAKIN: Here we go.



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.



OBI-WAN: I'm going high and right.



ANAKIN: Hang on. There are four more of them.



OBI-WAN: Stay with me . . . swing back and right . . . help me engage. Back off ... Let them pass between us.



ANAKIN: I'm coming around. I'm coming around on your tail.



OBI-WAN: All right, engage . . . and hurry. These droids are all over me like a rash.



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.



ANAKIN: How many back there. Artoo? (Artoo beeps) Three . . . (continuing) Four . . . that's not good.



OBI-WAN: Anakin, you have four on your tail.



ANAKIN: I know. I know!



OBI-WAN: Four more closing from your left.



ANAKIN: I know. I know!



OBI-WAN: Break right and go high.



ANAKIN: I'm going low and left.



Obi-Wan shakes his head.



OBI-WAN: (to himself) He still has much to learn.



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



ANAKIN: Hang on, Artoo. Obi-Wan, do you copy? I'm going to pull them through the needle . . .



OBI-WAN: Too dangerous. First Jedi rule: "Survive."



ANAKIN: Sorry, no choice. Come down here and thin them out a little.



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



OBI-WAN: Just keep me steady . . . hold on ... not yet. . . now break left.



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.



OBI-WAN: (continuing) You'll never get through there, Anakin. It's too tight.



ARTOO BEEPS nervously.



ANAKIN: Easy, Artoo . . . we've done this before.



OBI-WAN: Use the Force, think yourself through, the ship will follow.



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



ANAKIN: Wrong thought, Artoo.



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



ANAKIN: (continuing) I'm through.



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.



ODD BALL: There are too many of them.



CLONE PILOT 2: I'm on your wing. Break left. Break left. They're all over me. Get them off my . . .



ANAKIN: I'm going to go help them out!



OBI-WAN: No, no! They are doing their job so we can do ours. Head for the Command Ship!



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



ANAKIN: Missiles! Pull up!



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.



OBI-WAN: They overshot us . . .



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: They're coming around!



OBI-WAN: All right, Arfour. No, no. Nothing too fancy.



ANAKIN: Surge all power units. Artoo! Stand by the reverse thrusters.



ANAKIN spins his starfighter. The missiles spin and collide.



ANAKIN: We got 'em. Artoo!



Two missiles continue to track Obi-Wan.



OBI-WAN: Flying is for droids.



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.



OBI-WAN: (continuing) I'm hit! Anakin?



ANAKIN: I see them . . . Buzz Droids.



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.



OBI-WAN: Arfour, be careful. You have one . . .



ARFOUR's head gets ripped off and flies away.



OBI-WAN: Oh dear. They're shutting down all the controls.



ANAKIN: Move to the right so I can get a clear shot at them.



OBI-WAN: The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.



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.



OBI-WAN: (continuing) In the name of ...



ANAKIN: Steady . . . steady . . .



OBI-WAN: Anakin, hold your fire . . . hold your fire. You're not helping here.



ANAKIN: I agree, bad idea. Swing right . . . ease over . . . steady . . .



OBI-WAN: Wait . . . wait . . . I can't see a thing! My cockpit's fogging. They're all over me, Anakin.



ANAKIN: Move to the right.



OBI-WAN: Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do.



ANAKIN: I'm not leaving without you, Master.



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.



OBI-WAN: Blast it ... I can't see . . . my controls are gone.



ANAKIN: Get 'em, Artoo. Watch out!



OBI-WAN: Artoo, hit the buzz droid's center eye.



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.



ANAKIN: Yeah, you got him!



OBI-WAN: Great, Artoo.



ANAKIN: Stay on my wing . . . the General's Command Ship is dead ahead. Easy . . . pull up ... Head for the hangar.



OBI-WAN: Have you noticed the shields are still up?



ANAKIN: Oh?!? Sorry, Master.



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



OBI-WAN: Oh, I have a bad feeling about this.



9 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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.



OBI-WAN: Artoo, locate the Chancellor.



ANAKIN: Tap into the ship's computers.



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 HOLOGRAM of the Trade Federation ship appears.



OBI-WAN: The Chancellor's signal is coming from right there. The observation platform at the top of that spire.



ANAKIN: I sense Count Dooku . . .



OBI-WAN: I sense a trap.



ANAKIN: Next move?



OBI-WAN: Spring the trap.



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



ANAKIN: Artoo, go back. I need you to stay with the ship.



OBI-WAN: Here, take this, and wait for orders.



OBI-WAN tosses the comlink to ARTOO.



10 INT. BRIDGE-TRADE FEDERATION CRUISER



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.



GENERAL GRIEVOUS: What's the situation, Captain?



CAPTAIN: TWO Jedi have landed in the main hangar bay.



GENERAL GRIEVOUS: Just as Count Dooku predicted.



11 INT. HANGAR-TRADE FEDERATION CRUISER



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



BODYGUARD I: General Kenobi, Anakin Skywalker. We've been waiting for you.



OBI-WAN: We are here to relieve you of Chancellor Palpatine, not join him.



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



OBI-WAN: Anakin. . .



ANAKIN: Ready.



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



12 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER



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.



OBI-WAN: . . . fuel. The slightest charge from our sabers will send this ship into oblivion. That's why they've stopped shooting.



ANAKIN: Well then, we're safe for the time being.



OBI-WAN: Your idea of safe is not the same as mine.



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.



ANAKIN: They're sealing this section off.



OBI-WAN: Six droids coming our way!



The last of the DOORS CAN BE HEARD CLOSING in the distance.



ANAKIN: Keep moving. There must be vents . . . This way.



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



OBI-WAN: We'll never get through that. It's too small!



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 grate, then pounds on it until the tiny grate breaks loose.



ANAKIN: I found our escape vent.



OBI-WAN: Anakin, this is no time for jokes. We're in serious trouble here.



ANAKIN: Only in your mind. My Master. Look, no structure. . . .



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.



13 INT. VENT SHAFT-TRADE FEDERATION CRUISER



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



ANAKIN: Here's a way out.



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.



14 INT. SMALL PASSAGEWAY-TRADE FEDERATION CRUISER



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.



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.



OBI-WAN: That won't hold when the fuel hits those power dischargers.



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



OBI-WAN: You still have much to learn, Anakin.



16 INT. VENT SHAFT-TRADE FEDERATION CRUISER



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.



17 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER



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



18 EXT. TRADE FEDERATION CRUISER-BATTLE



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



19 INT. HALLWAY-TRADE FEDERATION CRUISER



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



OBI-WAN: All right, you win. I have much to learn. Let's go!



ANAKIN grins at OBI-WAN, and they run down the hallway.



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.



ANAKIN: Destroyers!!



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.



BATTLE DROID: Drop your weapons! I said drop 'em.



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



21 INT HANGAR-TRADE FEDERATION CRUISER



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



22 INT. ELEVATOR-TRADE FEDERATION CRUISER



The elevator begins to move and screeches to a stop.



OBI-WAN: Did you press the stop button?



ANAKIN: No, did you?



OBI-WAN: No!



ANAKIN: Well, there's more than one way out of here.



ANAKIN ignites his laser sword.



OBI-WAN: We don't want to get out, we want to get moving. Artoo . . . Artoo. Do you copy? Activate elevator . . . (looks at control panel) . . . 31174 . . .



ANAKIN cuts a hole in the elevator ceiling.



23 INT MAIN HANGAR-TRADE FEDERATION CRUISER



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



SUPER BATTLE DROID 1: What's that?



SUPER BATTLE DROID 2: Get back to work. It's nothing.



24 INT. ELEVATOR-TRADE FEDERATION CRUISER



OBI-WAN: Artoo?



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



OBI-WAN: (continuing) Always on the move.



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



25 INT MAIN HANGAR-TRADE FEDERATION CRUISER



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.



OBI-WAN: (OS) Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo.



26 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER



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 INT. ELEVATOR-TRADE FEDERATION CRUISER



The elevator starts to descend rapidly.



OBI-WAN: Stop, stop! Artoo, we need to be going up.



28 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER



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.



DROID 1: Hands up, Jedi! Don't move.



DROID 2: Roger, roger.



29 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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



SUPER BATTLE DROID 1: There it is again.



OBI-WAN: (OS) Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.



30 INT. ELEVATOR-TRADE FEDERATION CRUISER



The elevator races down as OBI-WAN holds on.



OBI-WAN: Stop. Artoo! We need to go up! Stop, stop!



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



31 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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



SUPER BATTLE DROID 1: Hey you!



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



32 INT. ELEVATOR-TRADE FEDERATION CRUISER



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



OBI-WAN: Now, that's better . . .



33 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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



SUPER BATTLE DROID 1: You stupid little astro droid!



34 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER



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.



OBI-WAN: Oh, it's you . . .



35 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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



36 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER



ANAKIN: What was that all about?



OBI-WAN: Well, Artoo has been . . .



ANAKIN: No loose wire jokes . . . He's doing the best he can.



OBI-WAN: Did I say anything?



ANAKIN: He's trying!



OBI-WAN: I didn't say anything!



37 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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.



38 INT. GENERAL'S QUARTER'S-TRADE FEDERATION CRUISER



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.



OBI-WAN: (bows) Chancellor.



ANAKIN: Are you all right?



PALPATINE: (quietly) Count Dooku.



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.



OBI-WAN: (quietly to Anakin) This time we will do it together.



ANAKIN: I was about to say that.



COUNT DOOKU jumps down to the main level.



PALPATINE: Get help! You're no match for him. He's a Sith Lord.



OBI-WAN: Chancellor Palpatine, Sith Lords are our specialty.



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



COUNT DOOKU: Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.



OBI-WAN and ANAKIN move toward DOOKU.



OBI-WAN: You won't get away this time, Dooku.



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



COUNT DOOKU: I've been looking forward to this.



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



COUNT DOOKU: Good. Twice the pride, double the fall.



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



COUNT DOOKU: (continuing) Your moves are clumsy, Kenobi . . . too predictable. You'll have to do better.



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.

ANAKIN hits the archway.

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.



COUNT DOOKU: (continuing) I sense great fear in you, Skywalker. You have hate, you have anger, but you dont use them.



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.



39 INT. GENERAL'S QUARTERS-TRADE FEDERATION CRUISER



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.



PALPATINE: Good, Anakin, good. I knew you could do it. Kill him. Kill him now!



ANAKIN: I shouldn't . . .



PALPATINE: Do it!!



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



ANAKIN: ... I couldn't stop myself.



PALPATINE: You did well, Anakin. He was too dangerous to be kept alive.



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



ANAKIN: Yes, but he was an unarmed prisoner.



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



ANAKIN: (continuing) I shouldn't have done that, Chancellor. It's not the Jedi way.



PALPATINE stands up, rubbing his wrists.



PALPATINE: It is only natural. He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin. Remember what you told me about your mother and the Sand People. Now, we must leave before more security droids arrive.



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.



PALPATINE: (continuing) Anakin, there is no time. We must get off the ship before it's too late.



ANAKIN: He seems to be all right. No broken bones, breathing's all right.



PALPATINE: Leave him, or we'll never make it.



ANAKIN: His fate will be the same as ours.



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



40 INT. BRIDGE-TRADE FEDERATION CRUISER



GENERAL GRIEVOUS: Prepare for attack.



PILOT: All batteries fire! Fire!



41 INT. BATTLESTATIONS-REPUBLIC CRUISER



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



42 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER



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



ANAKIN: The elevator's not working, (into his comlink) Artoo . . .



ARTOO BEEPS a response to ANAKIN.



ANAKIN: (continuing) . . . Activate Elevator 3224.



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.



ANAKIN: (continuing) Artoo ... do you copy? Artoo, come in!



43 INT. BRIDGE-TRADE FEDERATION CRUISER



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



PILOT: Reverse stabilizers.



44 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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.



45 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION 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.



46 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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.



47 INT. BRIDGE-TRADE FEDERATION CRUISER



PILOT: Magnetize! Magnetize!



48 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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.



49 EXT. SPACE-CORUSCANT



The TRADE FEDERATION CRUISER heads straight down toward the planet.



50 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER



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



ANAKIN: We can't wait. Come on, we have to be fast.



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.



51 INT. BRIDGE-TRADE FEDERATION CRUISER



GENERAL GRIEVOUS: Fire the emergency booster engines.



PILOT: Leveling out, sir.



52 INT. ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER



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.



53 INT. ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER



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



ANAKIN: Easy. . . . We're in a bit of a situation.



OBI-WAN: Did I miss something?



OBI-WAN looks down and sees PALPATINE and the bottomless pit. They hear ARTOO BEEPING on Obi-Wan's comlink. The ship begins to roll, causing the vertical shaft to move into a forty-five-degree angle. They hear the elevator brakes release and look up to see the elevator heading toward them.



ANAKINN: Hold on.



OBI-WAN: What is that?



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



OBI-WAN: (continuing) Oops.



ANAKIN: Artoo, Artoo, shut down the elevator!



OBI-WAN: Too late! Jump!



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.



54 INT. ELEVATOR LOBBY-TRADE FEDERATION CRUISER



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



OBI-WAN: Let's see if we can find something in the hangar bay that's still flyable. Come on.



ANAKIN: Artoo, get down here. Artoo, do you copy?



55 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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.



56 INT. HALLWAY TO HANGAR BAY-TRADE FEDERATION CRUISER



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



57 INT. DOORWAY TO HANGAR BAY-TRADE FEDERATION CRUISER



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.



OBI-WAN: None of those ships will get us anywhere.



ANAKIN: I agree.



PALPATINE: What are we going to do?



ANAKIN: I don't know.



OBI-WAN: Don't look at me. I don't know.



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: Here, Chancellor, lock this around your waist, and hold on.



OBI-WAN: We'll head toward the bridge and see if we can find an escape pod.



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.



58 INT. MAIN HANGAR-TRADE FEDERATION CRUISER



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. HANGAR DOORWAY-TRADE FEDERATION CRUISER



OBI-WAN, ANAKIN and PALPATINE are out of breath.



ANAKIN/OBI-WAN: Well, that was close.



They laugh.



60 INT. BRIDGE-TRADE FEDERATION CRUISER



BODYGUARD: General, we found the Jedi. They're in hallway 328.



GENERAL GRIEVOUS: Activate ray shields.



61 INT. HALLWAY-TRADE FEDERATION CRUISER



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



ANAKIN: Ray shields!



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



OBI-WAN: Wait a minute, how'd this happen! We're smarter than this.



ANAKIN: Apparently not, Master. This is the oldest trap in the book . . . Well ... I was distracted.



OBI-WAN: Oh, so all of a sudden it's my fault.



ANAKIN: You're the Master. I'm just a hero.



OBI-WAN: I'm open to suggestions here.



PALPATINE: Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release.



The Jedi look at each other in disbelief.



ANAKIN: I say . . . patience.



OBI-WAN: Patience! That's your plan, is it?



ANAKIN: Yes, Artoo will be along in a few moments and he'll release the ray shields . . .



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



ANAKIN: (continuing) See! No problem.



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.



SUPER BATTLE DROID: Don't move, dummy. Ouch! Zap this.



OBI-WAN: Do you have a plan B?



62 EXT. BRIDGE-TRADE FEDERATION CRUISER



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



GENERAL GRIEVOUS: Oh yes. General Kenobi, the 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.



OBI-WAN: That depends upon your point of view. Hah!



GENERAL GRIEVOUS: And Anakin Skywalker ... I was expecting someone with your reputation to be a little older.



ANAKIN: General Grievous . . . Supreme Commander of the Droid Armies. You're shorter than I expected.



GENERAL GRIEVOUS: Ahhhh, Jedi scum . . .



OBI-WAN: Anakin, try not to upset him. We have a job to do.



GENERAL GRIEVOUS: Your lightsabers will make a fine addition to my collection.



OBI-WAN: Not this time. And this time you won't escape.



ANAKIN: Artoo.



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.



GENERAL GRIEVOUS: 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 and laser swords with GENERAL GRIEVOUS's TWO BODYGUARDS.



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



GENERAL GRIEVOUS: Stay and watch your stations.



OBI-WAN fights one of General Grievous's BODYGUARDS. The BODYGUARD carries an electrified staff about five feet long. When the laser sword hits it, electrical bolts fly everywhere and surround the laser sword. OBI-WAN is unable to cut the staff. The Jedi gets whacked pretty good a couple of times and is knocked halfway across the bridge.

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

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.



PILOT: Sir, we are falling out of orbit. All aft control cells are dead.



GENERAL GRIEVOUS: Stay on course . . . Don't bother with them. Keep the ship in orbit.



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 GRIEVOUS.



GENERAL GRIEVOUS: You lose, General Kenobi.



One of the PILOTS stands next to the General.



PILOT: The ship is breaking up!



GENERAL GRIEVOUS: We've run out of time.



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.



63 INT. BRIDGE-TRADE FEDERATION CRUISER



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



PALPATINE: The hull is burning up!



64 EXT. HULL-TRADE FEDERATION CRUISER-SPACE



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



65 INT. POD BAY-TRADE FEDERATION CRUISER-SPACE



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



GENERAL GRIEVOUS: Time to abandon ship.



GENERAL GRIEVOUS pulls a row of switches, and one by one the escape pods are jettisoned.



66 INT. ESCAPE POD-SPACE



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



67 INT. BRIDGE-TRADE FEDERATION CRUISER



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



ANAKIN: All the escape pods have been launched.



OBI-WAN: Grievous. Can you fly a cruiser like this?



ANAKIN: You mean, do I know how to land what's left of this thing?



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: Well?



ANAKIN: Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.



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.



OBI-WAN: Steady . . . Attitude . . . eighteen degrees.



ARTOO beeps.



ANAKIN: Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.



OBI-WAN: Temp steady. Hatches open, flaps extended, drag fins . . .



A large part of the ship breaks away.



ANAKIN: We lost something.



OBI-WAN: Not to worry, we're still flying half the ship.



ANAKIN: Now we're really picking up speed . . . I'm going to shift a few degrees and see if I can slow us down.



OBI-WAN: Careful . . . we're heating up-twelve thousand . . . thirteen thousand . . .



ANAKIN: What's our speed?



OBI-WAN: Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand . . . we're in the atmosphere . . .



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



ANAKIN: Grab that . . . Keep us level.



OBI-WAN: Steady. Steady.



ANAKIN: Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.



OBI-WAN: Five thousand. Three thousand . . . two thousand. Fireships on the left and the right.



FlRESHIP PILOT: We'll take you in.



OBI-WAN: Copy that. Landing strip's straight ahead.



ANAKIN: We're coming in too hot.



OBI-WAN: Easy-easy.



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.



68 EXT. CORUSCANT-INDUSTRIAL LANDING PLATFORM-AFTERNOON



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.



OBI-WAN: Another happy landing.



69 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-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.



ANAKIN: (to Obi-Wan) Are you coming, Master?



OBI-WAN: Oh no. I'm not brave enough for politics. I have to report to the Council. Besides, someone needs to be the poster boy.



ANAKIN: Hold on, this whole operation was your idea. You planned it. You led the rescue operation. You have to be the one to take the bows this time.



OBI-WAN: Sorry, old friend. Let us not forget that you rescued me from the Buzz Droids. And you killed Count Dooku. And you rescued the Chancellor, carrying me unconscious on your back, and you managed to land that bucket of bolts safely . . .



ANAKIN: All because of your training, Master. You deserve all those speeches of your greatness.



OBI-WAN: . . . the endless speeches . . . Anakin, let's be fair. Today, you are the hero and you deserve your glorious day with the politicians.



ANAKIN: All right. But you owe me . . . and not for saving your skin for the tenth time . . .



OBI-WAN: Ninth time . . . that business on Cato Nemoidia doesn't count. I'll see you at the briefing.



ANAKIN smiles and walks away from OBI-WAN.

The CHANCELLOR and his entourage approach MACE.



MACE WlNDU: Chancellor Palpatine, what a welcome sight! Are you all right?



PALPATINE: Yes, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again.



MACE WlNDU: General Grievous will run and hide as he always does. He is a coward.



PALPATINE: That maybe true, but with Count Dooku dead, he is the leader of the Droid Army, and I assure you, the Senate will vote to continue the war as long as Grievous is alive.



MACE WlNDU: Then the Jedi Council will make finding Grievous our highest priority.



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



BAIL ORGANA: Skywalker, the Republic cannot praise you enough.



ANAKIN and BAIL ORGANA, walking in the hallway.



ANAKIN: Thank you, Senator Organa. The kidnapping was a bold move by the Separatists, but it was a mistake that Obi-Wan and I were able to take advantage of.



ARTOO and THREEPIO follow behind the crowd.



C-3PO: It couldn't possibly be as bad as all that.



ARTOO beeps.



C-3PO: (continuing) Well, there, I agree with you. In fact, I could do with a tune-up myself.



70 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE 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.



BAIL ORGANA: The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures.



ANAKIN: I wish that were so, but the fighting is going to continue until General Grievous is spare parts . . . The Chancellor is very clear about that.



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



BAIL ORGANA: I'll do everything I can with the Senate.



ANAKIN: Excuse me.



BAIL ORGANA: Certainly.



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



PADME: Oh, Anakin! Thank goodness, you're back.



ANAKIN: I missed you, Padme. I've missed you so.



PADME: There were whispers . . . that you'd been killed. I've been living with unbearable dread.



ANAKIN: I'm back, I'm all right. It feels like we've been apart for a lifetime. And it might have been ... If the Chancellor hadn't been kidnapped. I don't think they would have ever brought us back from the Outer Rim sieges.



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



PADME: Wait, not here . . .



He grabs her again.



ANAKIN: Yes, here! I'm tired of all this deception. I don't care if they know we're married.



PADME: Anakin, don't say things like that. You're important to the Republic ... to ending this war. I love you more than anything, but I won't let you give up your life as a Jedi for me . . .



ANAKIN: I've given my life to the Jedi order, but I'd only give up my life, for you.



PADME: (playfully) I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi . . . Come to me later.



ANAKIN embraces her, then looks at her.



ANAKIN: Are you all right? You're trembling. What's going on?



PADME: I'm just excited to see you.



ANAKIN: That's not it. I sense more . . . what is it?



PADME: Nothing . . . nothing . . .



ANAKIN: You're frightened. (a little angry) Tell me what's going on!



PADME begins to cry.



PADME: You've been gone five months . . . it's been very hard for me. I've never felt so alone. There's . . .



ANAKIN: . . . Is there someone else?



PADME: (peeved, angry) No! Why do you think that? Your jealousy upsets me so much, Anakin. I do nothing to betray you, yet you still don't trust me. Nothing has changed.



ANAKIN: (sheepish) I'm afraid of losing you, Padme . . . that's all.



PADME: I will never stop loving you, Anakin. My only fear is losing you.



ANAKIN: It's just that I've never seen you like this . . .



PADME: Something wonderful has happened.



They look at each other for a long moment.



PADME: (continuing) I'm . . . Annie, I'm pregnant.



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



ANAKIN: That's . . . that's wonderful.



PADME: What are we going to do?



ANAKIN: We're not going to worry about anything right now, all right? This is a happy moment. The happiest moment of my life.



71 EXT. UTAPAU-LANDING PLATFORM-DAY



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



SUPER BATTLE DROID G21: The planet is secure, sir. The population is under control.



GENERAL GRIEVOUS: Good. Where is the Separatist Council?



SUPER BATTLE DROID G21: This way, sir ...



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



72 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY



A hologram of Darth Sidious appears.



GENERAL GRIEVOUS: Yes, Lord Sidious.



DARTH SlDIOUS: General Grievous, I suggest you move the Separatist leaders to Mustafar.



GENERAL GRIEVOUS: It will be done, My Lord.



DARTH SlDIOUS: The end of the war is near, General, and I promise you, victory is assured.



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



GENERAL GRIEVOUS: But the loss of Count Dooku?



DARTH SlDIOUS: His death was a necessary loss, which will ensure our victory. Soon I will have a new apprentice . . . one far younger and more powerful than Lord Tyranus.



73 INT. CORUSCANT-PADME'S APARTMENT-TWILIGHT



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



ANAKIN: . . . every second I was thinking of you. Protecting the endless, nameless Outer Rim settlements became a torture . . . the battles were easy, the longing became unbearable . . . I've never been so happy as I am at this moment.



PADME: Annie, I want to have our baby back home on Naboo. We could go to the lake country where no one would know . . . where we would be safe. I could go early-and fix up the baby's room. I know the perfect spot, right by the gardens.



ANAKIN: You are so beautiful!



PADME: It's only because I'm so in love . . .



ANAKIN: No, it's because I'm so in love with you.



PADME: So love has blinded you?



ANAKIN: Well, that's not exactly what I meant . . .



PADME: But it's probably true!



They laugh.



ANAKIN: I haven't laughed in so long . . .



PADME: Neither have I.



74 INT. POLIS MASSA-MEDICAL CENTER-DREAM



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



PADME: Anakin, help me! Help, Anakin! Anakin, I love you. I love you.



She screams and dies.



75 INT. CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT



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.



PADME: Anakin??



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



76 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT



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.



PADME: What's bothering you?



ANAKIN: Nothing . . .



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



ANAKIN: (continuing) I remember when I gave this to you.



PADME: Anakin, how long is it going to take for us to be honest with each other?



ANAKIN: It was a dream.



PADME: Bad?



ANAKIN: Like the ones I used to have about my mother just before she died.



PADME: And?



ANAKIN: It was about you.



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



PADME: Tell me.



ANAKIN: It was only a dream.



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



ANAKIN: (continuing) You die in childbirth . . .



PADME: And the baby?



ANAKIN: I don't know.



PADME: It was only a dream.



ANAKIN takes PADME in his arms.



ANAKIN: . . . I won't let this one become real, Padme.



They embrace, then part.



PADME: Anakin, this baby will change our lives. I doubt the Queen will continue to allow me to serve in the Senate, and if the Council discovers you are the father, you will be expelled from the Jedi Order.



ANAKIN: I know .



PADME: Anakin, do you think Obi-Wan might be able to help us?



ANAKIN: (suspicious) Have you told him anything?



PADME: No, but he's your mentor, your best friend . . . he must suspect something.



ANAKIN: He's been a father to me, but he's still on the Council. Don't tell him anything!



PADME: I won't, Anakin.



ANAKIN: I don't need his help . . . Our baby is a blessing, not a problem.



77 INT. CORUSCANT-JEDI TEMPLE-YODAS QUARTERS-DAY



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



YODA: Premonitions . . . premonitions . . . Hmmmm . . . these visions you have . . .



ANAKIN: They are of pain, suffering, death . . .



YODA: Yourself you speak of, or someone you know?



ANAKIN: Someone . . .



YODA: . . . close to you?



ANAKIN: Yes.



YODA: Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side.



ANAKIN: I won't let these visions come true, Master Yoda.



YODA: Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them, do not. Miss them, do not. Attachment leads to jealousy. The shadow of greed, that is.



ANAKIN: What must I do, Master Yoda?



YODA: Train yourself to let go of everything you fear to lose.



78 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-DAY



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



79 INT. CORUSCANT-JEDI TEMPLE-BRIEFING ROOM-DAY



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.



OBI-WAN: You missed the report on the Outer Rim sieges.



ANAKIN: I'm sorry, I was held up. I have no excuse.



OBI-WAN: In short, they are going very well. Saleucami has fallen, and Master Vos has moved his troops to Boz Pity.



ANAKIN: What's wrong then?



OBI-WAN: The Senate is expected to vote more executive powers to the Chancellor today.



ANAKIN: Well, that can only mean less deliberating and more action. Is that bad? It will make it easier for us to end this war.



OBI-WAN: Anakin, be careful of your friend Palpatine.



ANAKIN: Be careful of what?



OBI-WAN: He has requested your presence.



ANAKIN: What for?



OBI-WAN: He would not say.



ANAKIN: He didn't inform the Jedi Council? That's unusual, isn't it?



OBI-WAN: All of this is unusual, and it's making me feel uneasy. You're probably aware that relations between the Council and the Chancellor are stressed.



ANAKIN: I know the Council has grown wary of the Chancellor's power, mine also for that matter. Aren't we all working together to save the Republic? Why all this distrust?



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



80 INT. CORUSCANT-CHANCELLOR'S OFFICE-DAY



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



PALPATINE: Anakin, this afternoon the Senate is going to call on me to take direct control of the Jedi Council.



ANAKIN: The Jedi will no longer report to the Senate?



PALPATINE: They will report to me . . . personally. The Senate is too unfocused to conduct a war. This will bring a quick end to things.



ANAKIN: I agree, but the Jedi Council may not see it that way.



PALPATINE: There are times when we must all endure adjustments to the constitution in the name of security.



ANAKIN: With all due respect, sir, the Council is in no mood for more constitutional amendments.



PALPATINE: Thank you, my friend, but in this case I have no choice . . . this war must be won.



ANAKIN: Everyone will agree on that.



PALPATINE: Anakin, I've known you since you were a small boy. I have advised you over the years when I could ... I am very proud of your accomplishments. You have won many battles the Jedi Council thought were lost . . . and you saved my life. I hope you trust me, Anakin.



ANAKIN: Of course.



PALPATINE: I need your help, son.



ANAKIN: What do you mean?



PALPATINE: I fear the Jedi. The Council keeps pushing for more control. They're shrouded in secrecy and obsessed with maintaining their autonomy . . . ideals. I find simply incomprehensible in a democracy.



ANAKIN: I can assure you that the Jedi are dedicated to the values of the Republic, sir.



PALPATINE: Nevertheless, their actions will speak more loudly than their words. I'm depending on you.



ANAKIN: For what? I don't understand.



PALPATINE: To be the eyes, ears, and voice of the Republic . . .



ANAKIN thinks about this.



PALPATINE: (continuing) Anakin . . . I'm appointing you to be my personal representative on the Jedi Council.



ANAKIN: Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this.



PALPATINE: I think they will . . . they need you more than you know.



81 INT. CORUSCANT-BAIL ORGANA'S OFFICE-DAY



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



BAIL ORGANA: Now that he has control of the Jedi Council, the Chancellor has appointed Governors to oversee all star systems in the Republic.



FANG ZAR: When did this happen?



BAIL ORGANA: The decree was posted this morning.



PADME: Do you think he will dismantle the Senate?



MON MOTHMA: Why bother? As a practical matter, the Senate no longer exists.



GIDDEAN DANU: The constitution is in shreds. Amendment after amendment . . . executive directives, sometimes a dozen in one day.



BAIL ORGANA: We can't let a thousand years of democracy disappear without a fight.



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



TERR TANEEL: What are you suggesting?



BAIL ORGANA: I apologize. I didn't mean to sound like a Separatist.



MON MOTHMA: We are not Separatists trying to leave the Republic. We are loyalists, trying to preserve democracy in the Republic.



BAIL ORGANA: It has become increasingly clear to many of us that the Chancellor has become an enemy of democracy.



PADME: I can't believe it has come to this! Chancellor Palpatine is one of my oldest advisors. He served as my Ambassador when I was Queen.



GlDDEAN DANU: Senator, I fear you underestimate the amount of corruption that has taken hold in the Senate.



MON MOTHMA: The Chancellor has played the Senators well. They know where the power lies, and they will do whatever it takes to share in it. Palpatine has become a dictator and we have helped him to do it.



BAIL ORGANA: We can't sit around debating any longer, we have decided to do what we can to stop it. Senator Mon Mothma and I are putting together an organization . . .



PADME: Say no more. Senator Organa. I understand. At this point, it's better to leave some things unsaid.



BAIL ORGANA: Yes. I agree and we must not discuss this with anyone, without everyone in this group agreeing.



MON MOTHMA: That means those closest to you . . . even family ... no one can be told.



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



PADME: Agreed.



82 INT. CORUSCANT-JEDI TEMPLE-HALLWAY OUTSIDE COUNCIL CHAMBERS-DAY



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



83 INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-DAY



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 HOLOGRAMS of PLO KOON and KI-ADI-MUNDI.



MACE: Anakin Skywalker, we have approved your appointment to the Council as the Chancellor's personal representative.



ANAKIN: I will do my best to uphold the principles of the Jedi Order.



YODA: Allow this appointment lightly, the Council does not. Disturbing is this move by Chancellor Palpatine.



ANAKIN: I understand.



MACE: You are on this Council, but we do not grant you the rank of Master.



Anakin reacts with anger.



ANAKIN: What? ! How can you do this?? This is outrageous, it's unfair . . . I'm more powerful than any of you. How can you be on the Council and not be a Master?



MACE: Take a seat, young Skywalker.



ANAKIN: Forgive me, Master.



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



Kl-ADI-MUNDI: We have surveyed all systems in the Republic, and have found no sign of General Grievous.



YODA: Hiding in the Outer Rim, Grievous is. The outlying systems, you must sweep.



OBI-WAN: It may take some time . . . we do not have many ships to spare.



MACE: We cannot take ships from the front line.



OBI-WAN: And yet, it would be fatal for us to allow the droid armies to regroup.



YODA: Master Kenobi, our spies contact, you must, and then wait.



Kl-ADI-MUNDI: What about the droid attack on the Wookiees?



MACE: It is critical we send an attack group there, immediately!



OBI-WAN: He's right, that is a system we cannot afford to lose. It's the main navigation route for the southwestern quadrant.



ANAKIN: I know that system well. It would take us little time to drive the droids off that planet.



MACE: Skywalker, your assignment is here with the Chancellor, and Kenobi must find General Grievous.



YODA: Go, I will. Good relations with the Wookiees, I have.



MACE: It is settled then. Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all.



ANAKIN is disappointed.



84 INT. CORUSCANT-JEDI TEMPLE-MASSIVE MAIN HALLWAY AND ALCOVE-LATE AFTERNOON



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



ANAKIN: What kind of nonsense is this, put me on the Council and not make me a Master!?? That's never been done in the history of the Jedi. It's insulting!



OBI-WAN: Calm down, Anakin. You have been given a great honor. To be on the Council at your age . . . It's never happened before. Listen to me, Anakin. The fact of the matter is you're too close to the Chancellor. The Council doesn't like it when he interferes in Jedi affairs.



ANAKIN: I swear to you, I didn't ask to be put on the Council . . .



OBI-WAN: But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off.



ANAKIN: That has nothing to do with this.



OBI-WAN: Anakin, regardless of how it happened, you find yourself in a delicate situation.



ANAKIN: You mean divided loyalties.



OBI-WAN: I warned you there was tension between the Council and the Chancellor. I was very clear. Why didn't you listen? You walked right into it.



ANAKIN: The Council is upset I'm the youngest to ever serve.



OBI-WAN: No, it is not. Anakin, I worry when you speak of jealousy and pride. Those are not Jedi thoughts. They're dangerous, dark thoughts.



ANAKIN: Master, you of all people should have confidence in my abilities. I know where my loyalties lie.



OBI-WAN: I hope so . . .



ANAKIN: I sense there's more to this talk than you're saying.



OBI-WAN: Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you.



ANAKIN: And?



OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation.



ANAKIN: What situation?



OBI-WAN: (takes a deep breath) The Council wants you to report on all of the Chancellor's dealings. They want to know what he's up to.



ANAKIN: They want me to spy on the Chancellor? That's treason!



OBI-WAN: We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not.



ANAKIN: Why didn't the Council give me this assignment when we were in session?



OBI-WAN: This assignment is not to be on record. The Council asked me to approach you on this personally.



ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here.



OBI-WAN: That is why you must help us, Anakin. Our allegiance is to the Senate, not to its leader who has managed to stay in office long after his term has expired.



ANAKIN: Master, the Senate demanded that he stay longer.



OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place.



ANAKIN: You're asking me to do something against the Jedi Code. Against the Republic. Against a mentor . . . and a friend. That's what's out of place here. Why are you asking this of me?



OBI-WAN: The Council is asking you.



85 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY



A JEDI GUNSHIP heads for the huge Clone landing platform.



86 INT. CORUSCANT-JEDI GUNSHIP-DAY



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



OBI-WAN : Anakin did not take to his assignment with much enthusiasm.



YODA: Too much under the sway of the Chancellor, he is. Much anger there is in him. Too much pride in his powers.



MACE: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him.



OBI-WAN: He'll be all right. I trust him with my life.



MACE:I wish I did.



OBI-WAN: With all due respect, Master, is he not the Chosen One? Is he not to destroy the Sith and bring balance to the Force?



MACE: So the prophecy says.



YODA: A prophecy . . . that misread could have been.



OBI-WAN: He will not let me down. He never has.



YODA: I hope right you are. And now destroy the Droid armies on Kashyyyk, I will. May the Force be with you.



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.



87 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET



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.



PADME: Thank you, Captain.



CAPTAIN TYPHO: Rest well. My Lady.



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



PADME: I'll be up in a while.



MOTEE: Yes, my lady.



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



C-3PO: Is there anything I might do for you, my lady?



PADME: Yes, make sure all the security droids are working. Thank you, Threepio.



The golden droid turns and exits.



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



ANAKIN: Beautiful, isn't it?



PADME jumps and turns around.



PADME: You startled me.



He sits next to her on the bench.



ANAKIN: How are you feeling?



PADME: He keeps kicking.



ANAKIN: He?! Why do you think it's a boy?



PADME: (laughs) My motherly intuition.



She puts his hand on her belly.



ANAKIN: Whoa! With a kick that strong, it's got to be a girl.



They laugh.



PADME: I heard about your appointment. Anakin. I'm so proud of you.



ANAKIN: I may be on the Council, but . . . they refused to accept me as a Jedi Master.



PADME: Patience. In time, they will recognize your skills.



ANAKIN: They still treat me as if I were a Padawan learner. . . they fear my power, that's the problem.



PADME: Anakin . . .



ANAKIN: Sometimes, I wonder what's happening to the Jedi Order . . . I think this war is destroying the principles of the Republic.



PADME: Have you ever considered that we may be on the wrong side?



ANAKIN: (suspicious) What do you mean?



PADME: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?



ANAKIN: I don't believe that. And you're sounding like a Separatist!



PADME: Anakin, this war represents a failure to listen . . . Now, you're closer to the Chancellor than anyone. Please, please ask him to stop the fighting and let diplomacy resume.



ANAKIN: (growing angry) Don't ask me to do that, Padme. Make a motion in the Senate, where that kind of a request belongs. I'm not your errand boy. I'm not anyone's errand boy!



PADME: What is it?



ANAKIN: Nothing.



PADME: Don't do this . . . don't shut me out. Let me help you.



ANAKIN: You can't help me . . . I'm trying to help you.



They look in each other's eyes.



ANAKIN: (continuing) I sense . . . there are things you are not telling me.



PADME is startled at this.



PADME: I sense there are things you are not telling me.



PADME smiles. ANAKIN is a little embarrassed.



PADME: (continuing) Hold me . . . like you did by the lake on Naboo, so long ago . . . when there was nothing but our love ... No politics, no plotting ... no war.



88 INT. CORUSCANT-GALAXIES OPERA HOUSE-NIGHT



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: You wanted to see me, Chancellor.



PALPATINE: Yes, Anakin! Come closer. I have good news. Our Clone Intelligence Units have discovered the location of General Grievous. He is hiding in the Utapau system.



ANAKIN: At last, we'll be able to capture that monster and end this war.



PALPATINE: I would worry about the collective wisdom of the Council if they didn't select you for this assignment. You are the best choice by far but, they can't always be trusted to do the right thing.



ANAKIN: They try.



PALPATINE: Sit down, (to his aides) Leave us.



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



PALPATINE: (continuing) Anakin, you know I'm not able to rely on the Jedi Council. If they haven't included you in their plot, they soon will.



ANAKIN: I'm not sure I understand.



PALPATINE: You must sense what I have come to suspect . . . the Jedi Council want control of the Republic . . . they're planning to betray me.



ANAKIN: I don't think . . .



PALPATINE: Anakin, search your feelings. You know, don't you?



ANAKIN: I know they don't trust you . . .



PALPATINE: Or the Senate . . . or the Republic . . . or democracy for that matter.



ANAKIN: I have to admit my trust in them has been shaken.



PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they?



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



PALPATINE: (continuing) They asked you to spy on me, didn't they?



ANAKIN: I don't know ... I don't know what to say.



PALPATINE: Remember back to your early teachings. Anakin. "All those who gain power are afraid to lose it." Even the Jedi.



ANAKIN: The Jedi use their power for good.



PALPATINE: Good is a point of view, Anakin. And the Jedi point of view is not the only valid one. The Dark Lords of the Sith believe in security and justice also, yet they are considered by the Jedi to be. . .



ANAKIN: . . . evil.



PALPATINE: . . . from a Jedi's point of view. The Sith and the Jedi are similar in almost every way, including their quest for greater power. The difference between the two is the Sith are not afraid of the dark side of the Force. That is why they are more powerful.



ANAKIN: The Sith rely on their passion for their strength. They think inward, only about themselves.



PALPATINE: And the Jedi don't?



ANAKIN: The Jedi are selfless . . . they only care about others.



PALPATINE smiles.



PALPATINE: Or so you've been trained to believe. Why is it, then, that they have asked you to do something you feel is wrong?



ANAKIN: I'm not sure it's wrong.



PALPATINE: Have they asked you to betray the Jedi code? The Constitution? A friendship? Your own values? Think. Consider their motives. Keep your mind clear of assumptions. The fear of losing power is a weakness of both the Jedi and the Sith.



ANAKIN is deep in thought.



PALPATINE: (continuing) Did you ever hear the tragedy of Darth Plagueis "the wise"?



ANAKIN: No.



PALPATINE: I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise he could use the Force to influence the midi-chlorians to create life ... He had such a knowledge of the dark side that he could even keep the ones he cared about from dying.



ANAKIN: He could actually save people from death?



PALPATINE: The dark side of the Force is a pathway to many abilities some consider to be unnatural.



ANAKIN: What happened to him?



PALPATINE: He became so powerful . . . the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep. (smiles) Plagueis never saw it coming. It's ironic he could save others from death, but not himself.



ANAKIN: Is it possible to learn this power?



PALPATINE: Not from a Jedi.



89 EXT. KASHYYYK-DAY



A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the HOLOGRAM AREA.



90 INT. KASHYYYK-HOLOGRAM AREA-DAY



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



Kl-ADI-MUNDI: (holo) Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents.



MACE: (holo) How could the Chancellor have come by this information and we know nothing about it? We have had contact with Baron Papanoida and he said no one was there.



ANAKIN: A partial message was intercepted in a diplomatic packet from the Chairman of Utapau.



YODA: Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed.



OBI-WAN: Does everyone agree?



All the JEDI concur.



ANAKIN: The Chancellor has requested that I lead the campaign.



They all look at ANAKIN a bit disturbed.



MACE: (a little peeved) The Council will make up its own mind who is to go, not the Chancellor.



Kl-ADI-MUNDI: Yes, this decision is ours to make.



ANAKIN is embarrassed and becomes sullen.



YODA: A Master is needed, with more experience.



MACE: Given our resources, I recommend we send only one Jedi . . . Master Kenobi.



ANAKIN: He was not so successful the last time he met Grievous.



OBI-WAN throws ANAKIN a dirty look.



ANAKIN: (continuing) No offense, my Master, but I'm only stating a fact.



OBI-WAN: Oh no, you're quite right, but I do have the most experience with his ways of combat.



YODA: Obi-Wan, my choice is.



Kl-ADI-MUNDI: I concur. Master Kenobi should go.



YODA: I agree.



All the JEDI concur.



MACE: Very well. Council is adjourned.



ANAKIN is angry.



MACE: (continuing) Obi-Wan, prepare two clone brigades as quickly as you can. If this report is true, there's no telling how many battle droids he may have with him.



91 INT. KASHYYYK-HOLOGRAM AREA-DAY



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



CLONE COMMANDER GREE: The droids have started up their main power generators.



YODA: Then now the time is, Commander.



CLONE COMMANDER GREE: Yes, sir.



The battle begins.



92 EXT. KASHYYYK-BEACH HEAD-DAY



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.



93 EXT. CORUSCANT-PADME'S APARTMENT-EARLY MORNING



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



94 INT. CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING



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



OBI-WAN: Has Anakin been to see you?



PADME: Several times . . . I was so happy to hear he was accepted on the Jedi Council.



OBI-WAN: I know ... he deserves it. He is impatient, strong willed, very opinionated, but truly gifted.



They laugh.



PADME: You're not just here to say hello. Something is wrong, isn't it?



OBI-WAN: You should be a Jedi, Padme.



PADME: You're not very good at hiding your feelings.



OBI-WAN: It's Anakin . . . He's becoming moody and detached. He's been put in a difficult position as the Chancellor's representative . . . but I think it's more than that. I was hoping he may have talked to you.



PADME: Why would he talk to me about his work?



OBI-WAN studies her.



OBI-WAN: Neither of you is very good at hiding your feelings either.



PADME: Don't give me that look.



OBI-WAN: I know how he feels about you.



PADME: (nervous) What did he say?



OBI-WAN: Nothing. He didn't have to.



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



PADME: I don't know what you're talking about.



OBI-WAN: I know you both too well. I can see you two are in love. Padme, I'm worried about him.



PADME looks down and doesn't answer.



OBI-WAN: (continuing) I fear your relationship has confused him. He's changed considerably since we returned . . .



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.



OBI-WAN: (continuing) Padme, I'm not telling the Council about any of this. I ... I hope I didn't upset you. We're all friends, I care about both of you . . .



PADME: Thank you, Obi-Wan.



OBI-WAN: Please do what you can to help him.



95 INT. CORUSCANT-PADME'S APARTMENT-DAY



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: We cannot let this turn into another war.



BAIL ORGANA: Absolutely, that is the last thing we want.



MON MOTHMA: We are hoping to form an alliance in the Senate to stop the Chancellor from further subverting the constitution, that's all.



PADME: I know a Jedi I feel it would be wise to consult.



BANA BREEMU: That would be dangerous.



MON MOTHMA: We don't know where the Jedi stand in all this.



PADME: I only wish to discuss this with one . . . one I trust.



GiDDEAN DANU: Going against the Chancellor without the support of the Jedi is risky.



PADME: The Jedi aren't any happier with the situation than we are . . .



CHI EEKWAY: Patience, Senator.



FANG ZAR: We have so many Senators on our side, surely that will pursuade the Chancellor.



BANA BREEMU: When you present the "petition of the two thousand" to the Chancellor, things may change.



BAIL ORGANA: Let us see what we can accomplish in the Senate, before we include the Jedi.



PADME takes a deep breath in frustration and disappointment.



96 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY



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.



ANAKIN: You're going to need me on this one, Master.



OBI-WAN: Oh, I agree. However it may turn out just to be a wild bantha chase.



OBI-WAN starts to turn and leave.



ANAKIN: Master!



OBI-WAN stops and ANAKIN walks over to him.



ANAKIN: (continuing) Master, I've disappointed you. I have not been very appreciative of your training . . . I have been arrogant and I apologize . . . I've just been so frustrated with the Council. Your friendship means everything to me.



OBI-WAN: You are strong and wise, Anakin, and I am very proud of you. I have trained you since you were a small boy. I have taught you everything I know. And you have become a far greater Jedi than I could ever hope to be, and you have saved my life more times than I can remember. But be patient, Anakin. It won't be long before the Council makes you a Jedi Master.



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



OBI-WAN: (continuing) Don't worry. I have enough clones with me to take three systems the size of Utapau. I think I'll be able to handle the situation . . . even without your help.



ANAKIN: Well, there's always a first time.



OBI-WAN laughs.



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



ANAKIN: Obi-Wan, may the Force be with you.



OBI-WAN: Good-bye, old friend. May the Force be with you.



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



97 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY



The Republic cruiser lifts off and heads for space.



98 INT. REPUBLIC BATTLE CRUISER-HANGAR-SPACE



CLONE TROOPERS stand at attention in rows on the floor of the hangar deck, waiting to board landing craft. OBI-WAN stands next to his BLUE JEDI FIGHTER- talking to SEVERAL CLONE COMMANDERS with their helmets off. A hologram of the planet Utapau is projected by R4-G9 into the middle of the hangar.



CLONE COMMANDER CODY: Fortunately, most of the cities are concentrated on this small continent here . . . on the far side.



OBI-WAN: I'll keep them distracted until you get there. Just don't take too long.



CLONE COMMANDER CODY: Come on, boss, when have I ever let you down?



They laugh.



OBI-WAN: (laughing) Cato Nemoidia . . . for starters.



OBI-WAN climbs into his Jedi Fighter.



CLONE COMMANDER CODY: That was Anakin who was late. I believe.



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



CLONE COMMANDER CODY: I'm counting on you.



99 EXT. JEDI FIGHTER-SPACE



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



100 EXT. CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY



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.



PALPATINE: Well, Anakin, did you see your friend off?



ANAKIN: He will soon have Grievous's head.



PALPATINE: We can only hope the Council didn't make a mistake.



ANAKIN: The Council was very sure in its decision.



They exit the landing platform.



101 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY



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



JAR JAR: Helloo Annie. Good en to see yousa . . .



The Gungan waves to Anakin.



ANAKIN: Hi, Jar Jar.



JAR JAR: Oopsin da Chancellor!! So sorry, Your Highness, sir.



Anakin turns back to the Chancellor.



PALPATINE: There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment.



ANAKIN: Not fit? Why would anyone think that?



PALPATINE: They say his mind has become fogged by the influence of a certain female Senator.



ANAKIN: That's ridiculous. Who?!?



PALPATINE: (slyly) No one knows who she is ... only that she is a Senator.



ANAKIN: That's impossible. I would know.



PALPATINE: Sometimes the closest are the ones who cannot see.



ANAKIN becomes worried.



PALPATINE: (continuing) Idle Senate gossip is rarely true and never accurate. I'm sure your Master will do fine.



102 INT. POLIS MASSA-MEDICAL CENTER-DREAM



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



OBI-WAN: Save your energy.



PADME: I can't!



OBI-WAN: Don't give up, Padme. Don't give up . . .



103 INT. CORUSCANT-PADME'S APARTMENT-LANDING ROOM-DAY



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



ANAKIN: I sense someone familiar . . . Obi-Wan's been here, hasn't he?



PADME: He came by this morning.



ANAKIN: What did he want?



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



PADME: He's worried about you.



ANAKIN: You told him about us, didn't you?



She continues to walk to the bedroom, he follows.



PADME: He's your best friend, Anakin. He says you're under a lot of stress.



ANAKIN: And he's not?



PADME: You have been moody lately.



ANAKIN: I'm not moody . . .



PADME: Anakin! Don't do this again.



ANAKIN: I don't know ... I feel . . . lost.



PADME: Lost? What do you mean? You're always so sure of yourself. I don't understand.



ANAKIN: Obi-Wan and the Council don't trust me.



PADME: They trust you with their lives. Obi-Wan loves you as a son.



ANAKIN: Something's happening . . . I'm not the Jedi I should be. I am one of the most powerful Jedi, but I'm not satisfied ... I want more, and I know I shouldn't.



PADME: You expect too much of yourself.



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



ANAKIN: I have found a way to save you.



PADME: Save me?



ANAKIN: From my nightmares.



PADME: Is that what's bothering you?



ANAKIN: I won't lose you, Padme.



PADME: I'm not going to die in childbirth, Annie. I promise you.



ANAKIN: No, I promise you! I am becoming so powerful with my new knowledge of the Force, I will be able to keep you from dying.



PADME looks ANAKIN in the eye.



PADME: You don't need more power, Anakin. I believe you can protect me against anything, just as you are.



They embrace and kiss.



104 EXT. UTAPAU-SPACE



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.



105 INT. UTAPAU-LANDING PLATFORM-DAY



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 BODYGUARDS watch as OBI-WAN talks to TION MEDON.



TlON MEDON: Greetings, young Jedi. What brings you to our remote sanctuary?



OBI-WAN: Unfortunately, the war.



TlON MEDON: There is no war here unless you've brought it with you.



OBI-WAN: With your kind permission, I should like some fuel and to use your city as a base as I search nearby systems for General Grievous.



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



TlON MEDON: He is here! We are being held hostage. They are watching us.



OBI-WAN: I understand.



TlON MEDON: The tenth level . . . thousands of Battle Droids . . .



OBI-WAN: Tell your people to take shelter. If you have warriors, now is the time.



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



OBI-WAN: (continuing) Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.



The little Astro Droid BEEPS a reply.



106 EXT. UTAPAU-OBSERVATION DECK-DAY



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.



TlON MEDON: I told you, all he wanted was fuel.



BODYGUARD: What was his name?



TlON MEDON: He didn't say.



They watch as the BLUE JEDI FIGHTER takes off.



107 INT. UTAPAU-LANDING PLATFORM-HALLWAY-DAY



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



108 EXT. UTAPAU STAIRWAY-SINKHOLE RIM-DAY



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.



109 INT. UTAPAU-CITY-DRAGON CORRAL-DAY



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 WRANGLERS are standing around.

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



OBI-WAN: I need transportation.



WRANGLER: (subtitled, in native tongue) You need transportation.



OBI-WAN: Get it for me.



WRANGLER: (subtitled, in native tongue) I will get it for you.



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.



OBI-WAN: This one.



The WRANGLER brings the chosen one over to him.



WRANGLER: Boga. She answers to Boga.



OBI-WAN: Good girl, Boga.



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



110 EXT. UTAPAU-SINKHOLE WALL-LIZARD-DAY



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.



111 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY



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.



GENERAL 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.



NUTE GUNRAY: Safe? Chancellor Palpatine managed to escape your grip, General, without Count Dooku. I have doubts about your ability to keep us safe.



GENERAL GRIEVOUS: Be thankful, Viceroy, you have not found yourself in my grip . . . Your ship is waiting.



OBI-WAN is deep in thought.



112 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY



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



OBI-WAN: Hello, there!



GENERAL GRIEVOUS: General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize you're doomed, (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.



GENERAL GRIEVOUS: Enough of this.



The BODYGUARDS raise their power staffs to knock OBI-WAN away, but OBI-WAN ducks as the deadly staffs whistle over his head. The Jedi's lightsaber ignites, and OBI-WAN deftly cuts one BODYGUARD in two. His staff flies into the air and is caught by GENERAL GRIEVOUS. The other THREE BODYGUARDS attack OBI-WAN with an intense fury.

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 BODYGUARD to pieces. BATTLE DROIDS move toward OBI-WAN.



GENERAL GRIEVOUS: Back away. I will deal with this Jedi slime myself.



OBI-WAN: Your move.



GENERAL GRIEVOUS: You fool. I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi.



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



OBI-WAN: You forget I trained the Jedi that defeated Count Dooku!



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.



OBI-WAN: I may not defeat your droids, but my troops certainly will.



GENERAL GRIEVOUS: Army or not, you must realize you are doomed.



OBI-WAN: I don't think so.



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.



113 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY



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.



114 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY



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



115 EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET



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



116 INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET



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.



PALPATINE: I understand your reservations completely, Senator, and I assure you the appointment of Governors will in no way compete with the duties of the Senate.



PADME: May I take it then, that there will be no further amendments to the Constitution?



PALPATINE: I want this terrible conflict to end as much as you do, My Lady, and when it does I guarantee an immediate return to democracy . . .



PADME: You are pursuing a diplomatic solution to the war, then.



PALPATINE: You must trust me to do the right things, Senator. That is why I am here.



FANGZAR: But surely . . .



The Chancellor turns on FANG ZAR.



PALPATINE: I have said I will do what is right, that should be enough for your . . . committee.



PADME: On behalf of the "delegation of two thousand," I thank you, Chancellor.



PALPATINE: I thank you for bringing this to my attention, Senator.



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



PALPATINE: (continuing) Their sincerity is to be admired, although I sense there is more to their request than they are telling us.



ANAKIN: What do you mean?



PALPATINE: They are not to be trusted