REVENGE OF THE SITH.fdx Script

REVENGE OF THE SITH

(THE NON-CANON DRAFT)

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.

INT. OBI-WAN'S STARFIGHTER COCKPIT - SPACE

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

rocks violently.

INT. ANAKIN’S 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...

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.

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 KENOBI

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.

He BLASTS one of the DROID DROP FIGHTERS. It EXPLODES.

ANAKIN

(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, though.

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

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 KENOBI

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, parts of the ship go flying around Obi-Wan's

Astro Droid, R-4.

OBI-WAN KENOBI

Ouch!

R-4 BEEPS a blue streak.

OBI-WAN KENOBI

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

Yeah! We got him... good going, Artoo.

OBI-WAN KENOBI

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

The one crawling with vulture droids.

INT. OBI-WAN'S STARFIGHTER COCKPIT

OBI-WAN KENOBI

I see it. Oh, this is going to be easy.

Ahead is a TRADE FEDERATION CRUISER with bat-like DROID

VULTURE FIGHTERS stalking around on the hull.

The VULTURE FIGHTERS transform into flight configuration,

lift off the CRUISER, and attack the JEDI STARFIGHTERS.

ANAKIN

Come on, Master.

OBI-WAN KENOBI

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 KENOBI

Mark my position and form your squad up

behind me...

INT. ODD BALL'S FIGHTER COCKPIT

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.

INT. ANAKIN'S FIGHTER COCKPIT

ANAKIN

This is where the fun begins. Ten

Vulture Droids straight ahead, coming

down the left side.

Artoo BEEPS a worried message.

OBI-WAN KENOBI

Add five Tri-fighters on the right...

ANAKIN

I'm going head to head. See you.

OBI-WAN KENOBI

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 KENOBI

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 as usual.

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 KENOBI

I'm going high and right.

ANAKIN

Hang on. There are four more of them.

OBI-WAN KENOBI

Stay with me... swing back and right...

help me engage. Now back off... Let them

pass between us.

ANAKIN

I'm coming around on your tail.

OBI-WAN

All right, engage... and hurry. These

droids are over me.

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... Four... that's not good.

OBI-WAN KENOBI

Anakin, you have four on your tail.

ANAKIN

I know, I know.

OBI-WAN KENOBI

Four more closing from your left.

ANAKIN

I know, I know!

OBI-WAN KENOBI

Break right and go high.

ANAKIN

I'm going low and left.

Obi-Wan shakes his head.

OBI-WAN KENOBI

(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 KENOBI

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 his Master.

OBI-WAN KENOBI

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 KENOBI

You'll never get through there, Anakin.

It's too tight.

Artoo BEEPS nervously.

ANAKIN

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

OBI-WAN KENOBI

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

I'm through.

Obi-Wan continues firing 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...

The Clone’s ship EXPLODES.

ANAKIN

I'm going to go help them out!

OBI-WAN KENOBI

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 KENOBI

They overshot us...

The second missile streaks next to Obi-Wan’s Fighter and

EXPLODES.

Obi-Wan's ship rocks, and Arfour, SCREAMS as the

Starfighter rips through the explosion. Debris flies all

around them.

ANAKIN

They're coming around!

OBI-WAN KENOBI

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 KENOBI

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 BUZZ DROIDS that begin to crawl across

the surface like spiders.

OBI-WAN KENOBI

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 KENOBI

Arfour, be careful. You have one...

Aefour's head gets ripped off and flies away.

OBI-WAN KENOBI

Oh, dear. They're shutting down all the

controls.

ANAKIN

Move to the right so I can get a clear

shot.

OBI-WAN KENOBI

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 KENOBI

In the name of...

ANAKIN

Steady, steady...

OBI-WAN KENOBI

Anakin, hold your fire, hold your fire.

You're not helping here.

ANAKIN

I agree, bad idea. Swing right, ease

over... steady...

OBI-WAN KENOBI

Wait, wait, I can't see a thing! My

cockpit's fogging. They're all over me,

Anakin.

10.

ANAKIN

Move to the right.

OBI-WAN KENOBI

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, Obi-Wan.

Anakin moves his ship next to Obi-Wan's and tries to

physically knock the BUZZ DROIDS off. Five are 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, 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.

fights the BUZZ DROID.

OBI-WAN KENOBI

Blast it... I can't see... my controls

are gone.

ANAKIN

Get 'em, Artoo. Watch out!

OBI-WAN KENOBI

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 KENOBI

Great, Artoo.

ANAKIN

Stay on my wing, the General's Command

Ship is dead ahead. Easy, pull up...

Head for the hangar.

OBI-WAN KENOBI

Have you noticed the shields are still

up?

11.

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.

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, as only he can, 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 KENOBI

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 KENOBI

The Chancellor's signal is coming from

right there. The observation platform at

the top of that spire.

ANAKIN

I sense Count Dooku’s presence.

OBI-WAN KENOBI

I sense a trap.

12.

ANAKIN

Next move?

OBI-WAN KENOBI

Spring the trap.

The JEDI start to leave, Artoo follows.

ANAKIN

Artoo, go back. I need you to stay with

the ship.

OBI-WAN KENOBI

Here, take this, and wait for orders.

Obi-Wan tosses the comlink to Artoo.

INT. BRIDGE - TRADE FEDERATION CRUISER

GENERAL GRIEVOUS enters the bridge of the 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. See to it

they find their way to him.

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.

OBI-WAN KENOBI

Anakin...

ANAKIN

Ready.

They use their lightsabers to cut a large circle in the

floor.

13.

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.

Kenobi dips his hand into the fluid and sniffs it.

OBI-WAN KENOBI

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 KENOBI

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 KENOBI

Six droids coming our way!

The last of the DOORS CAN BE HEARD CLOSING in the

distance.

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.

14.

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.

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.

INT. WIDE HALLWAY - TRADE FEDERATION CRUISER

The two JEDI wait for an elevator to arrive. They turn

around and see they’re 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!

The JEDI activate their light sabers and destroy all the

BATTLE DROIDS.

INT HANGAR - TRADE FEDERATION CRUISER

R2-D2 notices two SUPER BATTLE DROIDS entering the

hangar. He moves and hides behind Anakin’s Starfighter.

INT. ELEVATOR - TRADE FEDERATION CRUISER

The elevator begins to move and screeches to a stop.

ANAKIN

Well, there's more than one way out of

here.

15.

Anakin ignites his lightsaber.

OBI-WAN KENOBI

We don't want to get out, we want to get

moving. Artoo, Artoo. Do you copy?

Activate elevator...

(looks at control panel)

31174.

The elevator begins moving.

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 towards the Chancellor. As they

get closer, they see a very distressed look on the

Chancellor's face.

OBI-WAN KENOBI

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 open as COUNT DOOKU strides into the

room. He’s on a balcony above the Jedi, with two SUPER

BATTLE DROIDS.

Dooku executes a forward flip down to the main level like

a man half his age.

Obi-Wan and Anakin throw off their cloaks and ignite

their lightsabers.

COUNT DOOKU

The Master and his apprentice. How

little things have changed.

Obi-Wan and Anakin move toward the wily Count.

16.

OBI-WAN KENOBI

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 DOOKU

Good. Twice the pride, double the fall.

Dooku lunges at the JEDI and they fall back.

COUNT DOOKU

Your moves are clumsy, Kenobi, too

predictable. You'll have to do better.

As the battle proceeds, Obi-Wan and Dooku are tired.

Anakin grows stronger as he becomes angry. He takes the

attack to Dooku. The Count throws Obi-Wan back using the

Force.

Anakin and Dooku move up the stairs. As they reach the

upper landing of the General's Quarters, Anakin leaps

over the Count.

Obi-Wan reaches the top of the stairs, destroying TWO

SUPER BATTLE DROIDS.

Dooku holds Obi-Wan in the air using the Force, turns and

kicks Skywalker out of frame.

Obi-Wan is choking. Anakin hits the archway.

Dooku sends Kenobi flying. The Jedi tumbles to the lower

level unconscious.

Dooku spins around again, and using the Force, collapses

a section of the balcony onto Obi-Wan.

Anakin spins and kicks the Count, sending him over the

balcony. Anakin Jumps, following him down to the main

floor.

They continue their vicious fight.

17.

COUNT DOOKU

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 Dooku as the

Dark Lord continues his spin to meet him head on.

Anakin attacks Dooku with a new ferocity. Their fighting

becomes even more intense.

Finally, in one last energized charge, Anakin cuts off

both Dooku's hands! The Jedi catches the lightsaber as

it drops from the Sith Lord's severed hand.

Dooku stumbles to the floor in shock as Anakin puts the

two lightsabers to his neck.

Palpatine is grinning as he watches the evil Count's

defeat.

PALPATINE

Good, Anakin, good. I knew you could do

it. Kill him. Kill him now!

Dooku is bewildered by the Chancellor’s vicious order.

ANAKIN

I shouldn't...

PALPATINE

(sternly)

Do it!

The helpless Count’s eyes widen, he cannot believe his

legendary life will end like this.

Anakin cuts off Dooku's head. A huge EXPLOSION somewhere

deep in the ship rattles everything.

ANAKIN

I, I couldn't stop myself.

PALPATINE

You did well, Anakin. He was too

dangerous to be kept alive. Believe me,

the galaxy will be a much better place

without him.

Anakin tosses Dooku's lightsaber to the floor.

ANAKIN

Yes, but he was an unarmed prisoner.

18.

He raises his hand towards the Admiral's Chair, the

Chancellor's restraints pop loose.

ANAKIN

I shouldn't have done that, Chancellor.

It's not the Jedi way.

Palpatine stands up, rubbing his wrists.

PALPATINE

It is only natural. You wanted revenge.

ANAKIN

No... it wasn’t like that this time.

Palpatine places his hands on Anakin’s shoulders.

PALPATINE

It wasn't the first time, Anakin.

Besides, he was threatening the life of

the Supreme Chancellor of the Republic.

ANAKIN

(beat)

I suppose.

PALPATINE

Should there be an inquiry I shall vouch

for your bravery. Now, we really must

leave before more security droids arrive.

The ship begins leaning 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 his unconscious friend.

Palpatine heads for the elevators.

PALPATINE

Anakin, there isn’t any time. We must

get off the ship before it's too late.

ANAKIN

He seems to be all right.

PALPATINE

Leave him, or we'll never make it.

ANAKIN

His fate will be the same as ours.

He picks up Obi-Wan, slings him over his shoulder, heads

for the elevators.

19.

INT. BRIDGE - TRADE FEDERATION CRUISER

GENERAL GRIEVOUS

Prepare for attack.

PILOT

All batteries fire! Fire!

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.

INT. ELEVATOR LOBBY - TRADE FEDERATION CRUISER

Anakin, Obi-Wan and Palpatine enter an elevator.

INT. ELEVATOR

Anakin lays Obi-Wan down, contacts Artoo via comlink.

ANAKIN

Artoo, we’re in the same elevator as

before. Get us back down to the hangar.

PALPATINE

(re: Obi-Wan)

We’re taking an awful risk lugging him

around.

ANAKIN

(firmly; irritated)

The burden is all mine, and I don’t want

to hear to any more talk of it.

The elevator starts moving.

PALPATINE

I apologize, Anakin. I just want this

ordeal to be over with.

ANAKIN

You’ll be back in the Senate in no time.

Obi-Wan snaps back into life.

OBI-WAN KENOBI

Where are we?

Anakin helps him to his feet.

20.

ANAKIN

On our way out of here.

PALPATINE

How good to have you back with us, Master

Kenobi.

OBI-WAN KENOBI

It’s good to be back, Chancellor.

(to Anakin)

And Dooku?

ANAKIN

He’s dead.

OBI-WAN KENOBI

Dead? Our plan was to return with him as

our prisoner, Anakin.

ANAKIN

Well, things didn’t go that smoothly. He

wasn’t exactly willing to surrender.

OBI-WAN KENOBI

(upset)

How are we going to explain this to the

Council? Dooku would’ve been a wealth of

information to us.

ANAKIN

He never would have talked, Master.

PALPATINE

Master Kenobi, if I may intervene. I

witnessed the entire event. Lord Tyranus

left Anakin no alternative but to kill or

be killed.

Obi-Wan looks at Anakin.

OBI-WAN KENOBI

Is this true, Anakin.

ANAKIN

Yes, Master.

OBI-WAN KENOBI

Then the word of the Supreme Chancellor

is good enough for me.

The elevator stops. The door opens.

21.

INT. HANGAR

The Jedi are now back where they began. Both of their

starfighters still intact.

ANAKIN

Here we are.

The three of them exit the elevator.

OBI-WAN KENOBI

It simply can’t be this easy.

ANAKIN

Try and keep a positive outlook, Master.

(comlink)

Artoo, we’re here.

Artoo moves out into the open, rolls towards Anakin’s

Starfighter.

Obi-Wan and Palpatine jog towards his ship when...

The main blast door opens, revealing General Grievous and

his two Bodyguards.

GENERAL GRIEVOUS

Leaving so soon, Jedi?

Anakin ignites his lightsaber, moves towards Grievous.

OBI-WAN KENOBI

Anakin, wait.

PALPATINE

Is he always this forceful?

OBI-WAN KENOBI

I’m afraid so. Wait here, Chancellor.

Anakin is almost upon Grievous

GENERAL GRIEVOUS

(to his Bogyguards)

Kill him!

The Droid Bodyguards whirl their electro-staffs as they

charge Anakin.

Anakin grins, waits for them to get closer, then flips

over them.

ANAKIN

Master!

22.

Obi-Wan is in front of the Bodyguards now.

OBI-WAN KENOBI

I’ve got them!

Obi-Wan fights the two Bodyguards.

Anakin is free to challenge Grievous.

ANAKIN

You’re all mine, General.

GENERAL GRIEVOUS

(coughing)

Pitiful Jedi!

Grievous ignites two lightsabers and engages Anakin.

They take the fight inside the hangar.

Obi-Wan destroys the Droid Bodyguards within a few moves.

Anakin and Grievous are locked in mortal combat. The

Cyborg General is the weaker of the two, but he’s filled

with tricks.

As Anakin forces him against the wall, Grievous uses his

feet claws and scales the wall.

ANAKIN

Coward!

GENERAL GRIEVOUS

Come and get me, Jedi!

He gets his wish. Anakin uses the Force to toss a crate

at Grievous, knocking him down from the wall.

Grievous lands on top of a Vulture Droid, smashing it to

pieces.

ANAKIN

You keep on running, Grievous...

Grievous scurries away like an insect using his four arms

and two legs.

Anakin catches up to him, cutting off one arm.

Grievous doesn’t want to fight, he’s looking for an

escape.

ANAKIN

There’s nowhere to run. I’m gonna take

the rest of your arms now!

23.

Grievous scales the wall again, this time squeezing into

an Exhaust Port, where he disappears.

OBI-WAN KENOBI

He’s gone, Anakin. We’ve got what we

came for, so let’s get out of here.

Anakin is frustrated, wanting so badly to finish off the

droid General.

OBI-WAN KENOBI

This ship is on its last leg. We best be

going.

Obi-Wan climbs into his Starfighter, taking Palpatine

with him. Anakin and Artoo get into their Starfighter.

Both Jedi take off as a random EXPLOSION rattles the big

Cruiser’s hangar.

INT. EXHAUST PORT - TRADE FEDERATION CRUISER

General Grievous scurries down the tiny shaft, coughing

all the way.

INT. POD BAY

Grievous enters the escape pod bay through the hatch. He

goes to a control panel and opens an escape pod. The

Droid General pulls a row of switches, and one by one the

remaining pods are jettisoned.

INT. ESCAPE POD - SPACE

He climbs inside one, the hatch closes, and the escape

pod blasts away from the damaged Cruiser.

EXT. SPACE

Anakin and Obi-Wan’s Starfighters speed out of the

severely damaged Trade Federation Cruiser in the nick of

time.

Numerous EXPLOSIONS rock the heavy Cruiser, causing it to

nosedive towards the planet surface.

24.

INT. OBI-WAN’S STARFIGHTER

Obi-Wan steers clear of incoming Droid fighters,

Palpatine sees the sinking Cruiser.

PALPATINE

Oh my, that’s a disater in the making.

OBI-WAN KENOBI

The Chancellor’s right, Anakin. If

Grievous’s ship hits the surface...

ANAKIN

(finishing)

Massive casualties, I know.

OBI-WAN KENOBI

Any suggestions?

ANAKIN

Finish it off up here.

OBI-WAN KENOBI

That requires too much firepower.

Besides half the fleet would have to

chase it down.

ANAKIN

Right.

OBI-WAN KENOBI

Well, we have to do something.

PALPATINE

You’re Jedi. Why don’t you use the

Force?

Obi-Wan thinks a moment, makes perfect sense.

OBI-WAN KENOBI

Anakin?

ANAKIN

Seems reasonable... I think.

OBI-WAN KENOBI

Squad Seven can mop up here. We can beat

the ship to the surface.

ANAKIN

I’m following your lead, Master.

25.

EXT. SPACE BATTLE - ABOVE CORUSCANT

Obi-Wan and Anakin’s Starfighters pull away from the

congestion of the battle, nosedive after the crashing

Cruiser.

INT. ANAKIN’S STARFIGHTER

ANAKIN

Artoo, see if you can increase the power.

Artoo BEEPS his reply.

INT. OBI-WAN’S STARFIGHTER

OBI-WAN KENOBI

This is going to be close.

ANAKIN

Just remember, this was your idea.

OBI-WAN KENOBI

Actually, it was the Chancellor’s, but

point taken.

EXT. SKIES ABOVE CORUSCANT - DAY

It’s early morning on the planet and the sky is a

brilliant blue as the burning Trade Federation Cruiser

plummets towards the ground.

Obi-Wan and Anakin’s Starfighters are now passing the

Cruiser.

INT. OBI-WAN’S STARFIGHTER

OBI-WAN KENOBI

We are going to make it.

ANAKIN

But that’s only part of the problem

solved. We still have to stop its

momentum.

OBI-WAN KENOBI

We’ve trained all our lives for a moment

such as this, Anakin.

26.

EXT. INDUSTRIAL DISTRICT - CORUSCANT

As luck would have it the Cruiser is headed for a less

populated area of the city planet.

Anakin and Obi-Wan land their Starfighters on a deserted

stretch of warehouses.

Obi-Wan and Anakin pick a spot and gaze up at the

incoming disaster.

ANAKIN

You may want to step aside for this,

Chancellor.

PALPATINE

Oh, yes, of course. Good luck to you

both.

OBI-WAN KENOBI

There is no such thing as luck where the

Force is concerned.

Palpatine hurries off to the shelter of a nearby

warehouse as our two Jedi take their places in the center

of the warehouse row.

OBI-WAN KENOBI

Are you ready, Anakin?

ANAKIN

Ready as I’ll ever be, Master.

OBI-WAN KENOBI

Then let’s begin.

The two Jedi close their eyes, extend their arms outward,

connecting deeply with the Force. What they’re about to

attempt is a feat very few Jedi have accomplished.

The damaged Cruiser looms large in the sunlit sky, out of

control and certain to destroy.

Obi-Wan and Anakin slowly move their arms to the right,

guiding the burning behemoth towards the warehouses.

The Cruiser obeys their powers, shifts in the sky away

from the skyscrapers and towards the Industrial sector.

We see Grievous’s ship coming towards us, massive and

bulky, completely on fire as well. It dives at a sharper

angle with every second that passes.

27.

Obi-Wan and Anakin grimace under the incredible strain to

maintain the Force on an object so large.

The Cruiser is in front of them, lined up perfectly with

the strip of ground the Jedi are standing on. The

Cruiser comes in fast, its nose about to make contact

and...

SMASH! The fiery ship impacts the ground, skidding

forward at high speed.

Obi-Wan and Anakin YELL as they counter the ship’s

momentum, using all of their powers in the Force to

achieve their goal.

Finally the bulk Cruiser comes to a stop, burning like a

massive fireball amongst the tiny warehouses.

Chancellor Palpatine emerges from his hiding place.

PALPATINE

(amazed)

I, I don’t believe it. You did it!

Artoo SQUEALS with excitement.

Anakin and Obi-Wan collapse to their knees, completely

exhausted from the ordeal.

PALPATINE

Even though I suggested it, I never

thought it possible.

OBI-WAN KENOBI

(catches his breath)

And that, Chancellor, is an example of

the power of the Force.

PALPATINE

(grinning)

So it is.

EXT. PLAZA - JEDI TEMPLE - CORUSCANT - DAY

Obi-Wan walks with YODA and MACE WINDU in front of the

massive Temple.

YODA

A job well done, Master Kenobi.

OBI-WAN KENOBI

It is Anakin you should be thanking. He

was the hero yet again.

28.

MACE WINDU

But the death of Count Dooku is an

unfortunate occurrence.

OBI-WAN KENOBI

Chancellor Palptine assured me that it

was in self-defense.

MACE WINDU

And I trust Palpatine as much as a

Trandoshan slaver.

OBI-WAN KENOBI

Then you do not believe Anakin? Is that

what you’re saying?

They stop walking.

YODA

It is the Chancellor that mistrust

breeds.

OBI-WAN KENOBI

That reminds me, Palpatine did say

something rather strange to me. He

referred to Count Dooku as Lord Tyranus.

MACE WINDU

His Sith title.

OBI-WAN KENOBI

Is it possible the Chancellor could have

heard this name elsewhere?

YODA

Strange that the name he would know.

OBI-WAN KENOBI

Only amongst the Council have we ever

called Dooku Tyranus, and even then, not

often.

MACE WINDU

I don’t think we have anything to worry

about when it comes to Palpatine but mere

political chicanery.

OBI-WAN KENOBI

Oh, is that all?

YODA

Ponder this more, we will. Savor this

temporary victory, we must.

29.

EXT. NABOO GARDENS - CORUSCANT - DAY

Anakin meets with his wife PADME in secret. It’s the

first time they’ve been together in over two months.

They kiss passionately.

ANAKIN

I’ve missed you so much.

PADME

(softly)

Anakin.

Anakin looks down at her pregnant belly.

ANAKIN

How many months?

PADME

Eight. I’m so excited.

Padme stares at Anakin strangely.

ANAKIN

What is it?

PADME

Another scar.

She refers to the light vertical scar on the right side

of Anakin’s face.

ANAKIN

That’s nothing. I’ve already forgotten

how I got it.

PADME

How much longer is this senseless war

going to drag on?

ANAKIN

Sooner than expected now that Count Dooku

is out of the picture.

They sit down on a bench next to a fountain in the

grandiose style of Padme’s lush home planet.

PADME

Once our child is born you can’t travel

all over the galaxy, Anakin. I need you

here with me.

30.

ANAKIN

And I will be, Padme, I promise. Is that

why you’re so nervous lately?

PADME

Of course it is. You’re a Jedi, Anakin,

and that means you have to go whenever

they call.

ANAKIN

I know.

PADME

Don’t forget, you’re not even supposed to

be in love with me, much less be my

husband.

Anakin strokes her long wavy hair.

ANAKIN

One day things will be different. We’ll

be able to live out in the open.

PADME

Once this child is born, every thing will

change, Anakin. Are you ready?

ANAKIN

(smiling)

I’m ready.

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...

Grievous takes the elevator to an upper level. He enters

a conference room and presses a series of buttons on the

table, and bows.

31.

INT. UTAPAU - CONFERENCE ROOM - GRAND CHAMBER

A hologram of Darth Sidious appears.

GENERAL GRIEVOUS

Yes, Lord Sidious.

DARTH SIDIOUS

General Grievous, I suggest you move the

Separatist leaders to Mustafar.

GENERAL GRIEVOUS

It will be done, My Lord.

DARTH SIDIOUS

The end of the war is near, General, and

I promise you, victory is assured.

GENERAL GRIEVOUS:

But the loss of Count Dooku?

DARTH SIDIOUS

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.

INT. BAIL ORGANA'S OFFICE - CORUSCANT - 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.

32.

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, Senator Organa?

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...

33.

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

(thinking)

Agreed.

INT. CORUSCANT - JEDI TEMPLE - HALLWAY - DAY

Anakin hurries down a temple hallway, heading toward a

Jedi Briefing Room. SEVERAL JEDI are exiting.

INT. JEDI TEMPLE - BRIEFING ROOM

Anakin rushes into the 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’s shutting off some holograms, electronic charts and

maps.

OBI-WAN KENOBI

You missed the report on the Outer Rim

sieges.

ANAKIN

I'm sorry, I was held up. I have no

excuse.

OBI-WAN KENOBI

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?

34.

OBI-WAN KENOBI

The Senate is expected to vote more

executive powers to the Chancellor today.

ANAKIN

Well, that can only mean less

deliberating and more action. It will

make it easier for us to end this war.

OBI-WAN KENOBI

Anakin, be careful of your friend

Palpatine.

ANAKIN

Be careful of what?

OBI-WAN KENOBI

He has requested your presence.

ANAKIN

What for?

OBI-WAN KENOBI

He would not say.

ANAKIN

He didn't inform the Jedi Council?

That's unusual, isn't it?

OBI-WAN KENOBI

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 his

power, mine also for that matter. Aren't

we all working together to save the

Republic? Why all this distrust?

OBI-WAN KENOBI

The Force grows dark, Anakin, and we are

all affected by it. Be wary of your

feelings.

INT. 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.

35.

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.

(beat)

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

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. 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.

PALPATINE

Nevertheless, their actions will speak

more loudly than their words. I'm

depending on you.

36.

ANAKIN

For what? I don't understand.

PALPATINE

To be the eyes, ears, and voice of the

Republic.

Anakin thinks about this.

PALPATINE

I'm appointing you to be my personal

representative on the Jedi Council.

ANAKIN:

Me? A Master? I’m overwhelmed, sir, but

the Council elects its own members. They

will never accept this.

PALPATINE

Oh, I think they will... they need you

more than you know.

INT. COUNCIL CHAMBERS - JEDI TEMPLE - 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 and the HOLOGRAMS of PLO KOON and KI-ADI-

MUNDI.

MACE WINDU

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 the Chancellor.

ANAKIN

I understand.

MACE WINDU

You are on this Council, but we do not

grant you the rank of Master.

Anakin reacts with anger.

37.

ANAKIN

What?! How can you do this? It’s

outrageous, it's unfair... How can one be

on the Council and not be a Master?

MACE WINDU

(sternly)

Take a seat, young Skywalker.

ANAKIN

(beat)

Forgive me, Master.

Anakin sits in one of the empty chairs. Everyone is

embarrassed by his behavior.

Ki-Adi-Mundi, who appears as a hologram, speaks.

KI-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 KENOBI

It may take some time. We do not have

many ships to spare.

MACE WINDU

We cannot take any more ships from the

front line. We’re spread too thin as it

is.

OBI-WAN KENOBI

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.

KI-ADI-MUNDI

What about the droid attack on the

Wookiees?

MACE WINDU

It is critical we send an attack group

there, immediately!

38.

OBI-WAN KENOBI

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 WINDU

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 WINDU

It is settled then. Yoda will take a

battalion of clones to reinforce the

Wookiees on Kashyyyk. May the Force be

with us all.

INT. HALLWAY AND ALCOVE OUTSIDE COUNCIL CHAMBERS

Anakin and Obi-Wan walk through one of the massive Jedi

Temple hallways. Anakin is furious with the Council’s

decision.

ANAKIN

I knew it. Master Windu has always

opposed me. Can’t you see it?

OBI-WAN KENOBI

Not that argument again, Anakin. I’ve

told you time and time again to get rid

of such foolishness. You’re angry and

you’re lashing out.

ANAKIN

Then 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.

OBI-WAN KENOBI

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.

39.

(MORE)

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 didn't ask to be put on the Council.

OBI-WAN

But it's what you wanted. Your

friendship seems to have paid off.

And regardless of how it happened,

Anakin, you find yourself in a delicate

situation.

ANAKIN

You mean divided loyalties.

OBI-WAN KENOBI

I warned you there was tension between

the Council and the Chancellor. I was

very clear.

ANAKIN

The Council is only upset because I'm the

youngest to ever serve.

OBI-WAN KENOBI

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 KENOBI

I certainly hope so.

ANAKIN

I sense there's more to this talk than

you're saying.

OBI-WAN KENOBI

Anakin, the only reason the Council has

approved your appointment is because the

Chancellor trusts you.

ANAKIN

And?

40.

OBI-WAN KENOBI (CONT'D)

OBI-WAN KENOBI

Anakin, look, I am on your side. I

didn't want to see you put in this

situation.

ANAKIN

(frustrated)

Just say what you have to say, Obi-Wan.

OBI-WAN KENOBI

(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 KENOBI

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 KENOBI

This assignment is not to be on record.

The Council asked me to approach you on

this personally.

ANAKIN

The Chancellor’s not a bad man, Obi-Wan.

He's watched out for me ever since I

arrived here.

OBI-WAN KENOBI

And that is precisely 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

The Senate demanded that he stay longer.

OBI-WAN KENOBI

Yes, but use your feelings, Anakin.

Something is out of place.

41.

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 KENOBI

The Council is asking you.

EXT. CORUSCANT - CLONE LANDING PLATFORM - DAY

A JEDI GUNSHIP heads for the huge Clone landing platform.

INT. CORUSCANT - JEDI GUNSHIP

Yoda, Mace, and Obi-Wan ride in the GUNSHIP as it heads

for the Clone landing platform.

OBI-WAN KENOBI

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 WINDU

It's very dangerous, putting them

together. I don't think he can handle

it, and I don't trust him.

OBI-WAN KENOBI

He'll be all right. I trust Anakin with

my life.

MACE WINDU

Unfortunately, I cannot say the same.

OBI-WAN KENOBI

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 WINDU

So the prophecy says. But this notion

has filled Skywalker’s head with pride

and delusion.

YODA

A prophecy that misread, could have been.

42.

OBI-WAN KENOBI

He will not let me down. He never has.

YODA

I hope right you are. May the Force be

with you.

The Gunship lands and Yoda exits the lowered ramp.

Mace and Obi-Wan stand and give him a brief bow then take

off in the Gunship.

INT. CONFERENCE ROOM - UTAPAU - NIGHT

General Grievous lies on a metal table as a SURGICAL

DROID replaces his severed mechanical limb.

In moments the repairs are done, Grievous rises from the

table and tries out his new arm. He grabs a lightsaber,

ignites it, rotates the new arm in every direction.

Grievous laughs his sinister laugh until it morphs into

his ever-present cough.

INT. GALAXIES OPERA HOUSE - CORUSCANT - NIGHT

Anakin lands his speeder and exits. He runs up the

stairs at the Galaxies Opera House.

Anakin runs through the hallway and enters Palpatine's

box, where Palpatine is sitting with Mas Amedda and Sly-

Moore, watching the Man Calamari Ballet "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

coward and end this war.

PALPATINE

I would worry about the collective wisdom

of the Council if they didn't select you

for this assignment.

43.

(MORE)

You are the best choice by far, but, they

can't always be trusted to do the right

thing.

ANAKIN

They try.

PALPATINE

Yes, how the do. Sit down,

(to his aides)

Leave us.

The aides exit the box without a word.

Anakin sits next to Palpatine. The Chancellor leans over

to him.

PALPATINE

Anakin, you know I'm not able to rely on

the Jedi Council. They simply oppose me

at every turn. 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... that the Jedi Council want

control of the Republic. And they're

planning to betray me.

ANAKIN

I don't think...

PALPATINE

Anakin, search your feelings. You know,

don't you?

ANAKIN

You speak like a Jedi, Chancellor.

PALPATINE

(grinning)

Hardly, but you were saying...

ANAKIN

I know they don't trust you.

PALPATINE

Or the Senate, the Republic... or

democracy, for that matter.

44.

PALPATINE (CONT'D)

ANAKIN

I have to admit that lately my trust in

them has been shaken.

PALPATINE

They asked you to do something that made

you feel dishonest, didn't they?

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

PALPATINE

They asked you to spy on me, didn't they?

ANAKIN

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

(finishing)

...evil.

PALPATINE

Yes. From a Jedi's limited 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 inwardly, only

about themselves.

PALPATINE

And the Jedi do not?

45.

ANAKIN

The Jedi are selfless... they only care

about others.

PALPATINE

(smiling)

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 is 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

Did you ever hear the tragedy of Darth

Plagueis "the wise"?

ANAKIN

No. Should I have?

PALPATINE

Not exactly. 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?

46.

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)

It's ironic, isn’t it? Lord Plagueis

could save others from death, but not

himself.

ANAKIN

Is it possible to learn this power?

PALPATINE

(ominously)

Not from a Jedi.

EXT. KASHYYYK - DAY

A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS

approaches the tree housing the HOLOGRAM AREA.

INT. KASHYYYK/JEDI COUNCIL CHAMBERS - HOLOGRAM AREA - DAY

Yoda and various JEDI speak via hologram. The discussion

includes Obi-Wan, Mace, AGEN KOLAR, Ki-Adi-Mundi and PLO

KOON.

KI-ADI-MUNDI

(holo)

Palpatine thinks General Grievous is on

Utapau. We have had no reports of this

from our agents.

MACE WINDU

(holo)

How could the Chancellor have even 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.

47.

OBI-WAN KENOBI

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 WINDU

(a little peeved)

The Council will make up its own mind who

is to go, not the Chancellor.

KI-ADI-MUNDI

Yes, this decision is ours to make.

Anakin is embarrassed, becomes sullen.

YODA

A Master is needed, one with more

experience.

MACE WINDU

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

(to Obi-Wan)

No offense, Master, but I'm only stating

a fact.

OBI-WAN KENOBI

Oh no, you're quite right, but I do have

the most experience with his ways of

combat.

YODA

Obi-Wan, my choice is.

KI-ADI-MUNDI

I concur. Master Kenobi should go.

YODA

I agree.

48.

All the JEDI concur.

MACE WINDU

Very well. Council is adjourned.

Anakin is angry with the decision.

MACE WINDU

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.

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 between the Droid Army and the Wookiees

begins.

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.

EXT. CORUSCANT - PADME'S APARTMENT - EARLY MORNING

Padme's apartment building is surrounded by the smog-

shrouded city of Coruscant.

49.

Padme, Mon Mothma, Bana Breemu, Fang Zar, Giddean Danu,

Bail Organa and CHI EEKWAY sit in Padme's living room.

C-3PO serves drinks to the guests.

PADME

We cannot let this situation turn into

yet another war.

BAIL ORGANA

Absolutely, that is the last thing any

among us wants.

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 could prove dangerous, Senator.

MON MOTHMA

What he means to say is that we do not

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

In truth, 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.

50.

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.

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 KENOBI

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

Master, I've disappointed you. I haven’t

been very appreciative of your training.

I’ve been arrogant and I apologize. I've

just been so frustrated with the Council.

But your friendship, it means everything

to me.

OBI-WAN KENOBI

You are strong and wise, Anakin, and I am

very proud of you. I have trained you

since you were a 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.

51.

OBI-WAN KENOBI

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.

EXT. CORUSCANT - CLONE LANDING PLATFORM - DAY

The Republic cruiser lifts off and heads for space.

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 KENOBI

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.

52.

OBI-WAN

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 it, sir.

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.

EXT. UTAPAU - SPACE

Obi-Wan blasts out of his Starfighter’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.

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.

TION MEDON

Greetings, young Jedi. What brings you

to our remote sanctuary?

OBI-WAN KENOBI

Unfortunately, the war.

53.

TION MEDON

There is no war here unless you've

brought it with you.

OBI-WAN KENOBI

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.

TION MEDON

He is here! We are being held hostage.

They are watching us.

OBI-WAN KENOBI

I understand.

TION MEDON

The tenth level... thousands of Battle

Droids.

OBI-WAN KENOBI

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 platform.

GRIEVOUS'S BODYGUARDS retreat to the overhead platform.

Obi-Wan climbs back into his BLUE JEDI FIGHTER. His

Astro Unit (R4-G9) turns to him.

OBI-WAN KENOBI

Geenine, take the Fighter back to the

ship. I'm staying here. Tell Cody I've

made contact.

The little Astromech BEEPS a reply.

EXT. OBSERVATION DECK - UTAPAU

On a high balcony, Tion Medon looks down on the landing

platform.

A few steps behind him stands one of Grievouu's

Bodguards. They watch the canopy lower.

54.

TION MEDON

I told you, all he wanted was fuel.

BODYGUARD

What was his name?

TION MEDON

He did not say.

They watch as the BLUE JEDI FIGHTER takes off.

INT. LANDING PLATFORM - HALLWAY- UTAPAU

Obi-Wan also watches his ship take off. He’s hiding in

the hallway. He quietly moves farther into the city.

EXT. UTAPAU STAIRWAY - SINKHOLE RIM

Obi-Wan quickly rushes up a stairway cut into the side of

the sinkhole. From an alcove he carefully surveys the

city, then quickly moves on.

INT. CONFERENCE ROOM - GRAND CHAMBER - UTAPAU

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 about what action to take.

55.

INT. TENTH LEVEL - CONTROL CENTER

The JEDI removes his cloak and jumps down behind the

cyborg 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 his droids)

Kill him!

About a HUNDRED BATTLE DROIDS surround Obi-Wan, Grievous

and his Bodyguards.

Obi-Wan looks around, then walks right up to the General.

They stare at each other for a moment.

GENERAL GRIEVOUS

Enough of this.

The Bodyguard’s raise their power staffs to knock Obi-Wan

away, but he 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 Grievous.

The other THREE BODYGUARDS attack Obi-Wan with an intense

fury.

Obi-Wan uses the Force to release a piece 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 towards him.

GENERAL GRIEVOUS

Back away. I will deal with this Jedi

myself.

OBI-WAN

Your move.

GENERAL GRIEVOUS

You fool, I have been trained in your

Jedi arts by Count Dooku himself.

56.

His cybernetic arms separate, grab all four lightsabers

on his belt. His four arms create a flashing display of

swordsmanship.

OBI-WAN

And I trained the Jedi who 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. 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 are rappelling

onto balconies.

OBI-WAN

I may not defeat your droids, but my

troops certainly will.

GENERAL GRIEVOUS

Army or not, Kenobi, you must realize you

are doomed.

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 Grievous, who defends himself rigorously

with one of his bodyguard's electro-staffs.

Kenobi uses the Force to hurl the General backwards. He

falls onto a lower platform, Obi-Wan jumps down after

him.

INT. TENTH LEVEL - CONTROL CENTER

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.

57.

Obi-Wan spots Grievous racing toward one of the landing

platforms in the midst of the battle.

General Grievous jumps onto a menacing looking WHEEL

SCOOTER and takes off down the wall of the sinkhole.

Obi-Wan, summoning the Force, leaps down into the

sinkhole after him.

EXT. SENATE OFFICE BUILDING - CORUSCANT - SUNSET

The sun is setting as the lights come on inside the

massive building. The sky is an ominous red.

INT. CHANCELLOR'S OFFICE

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 the Chancellor.

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. After all, that is why I am

here.

FANG ZAR

But surely...

The Chancellor turns on Fang Zar.

58.

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

(to Anakin)

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.

ANAKIN

Surely Senator Amidala can be trusted.

PALPATINE

These are unstable times for the

Republic, Anakin. Some see instability

as an opportunity. Senator Amidala is

hiding something. I can see it in her

eyes.

ANAKIN

I'm sure you're mistaken.

PALPATINE

I'm surprised your Jedi insights are not

more sensitive to such things.

ANAKIN

I simply don't sense betrayal in Senator

Amidala.

Palpatine studies Anakin carefully and gives him a

skeptical look.

59.

PALPATINE

Yes, you do, but you don't seem to want

to admit it. There is much conflict in

you, Anakin.

ANAKIN

It’s nothing, Chancellor.

INT. JEDI WAR ROOM - CORUSCANT - EARLY EVENING

Ki-Adi-Mundi, Anakin, Yoda, Mace, Commander Cody, and

AAYLA SECURA talk via holograms.

CLONE COMMANDER CODY

Master Windu, may I interrupt? General

Kenobi has made contact with General

Grievous, and we have begun our attack.

MACE WINDU

Thank you, Commander. Anakin, deliver

this report to the Chancellor. His

reaction will give us a clue to his

intentions.

ANAKIN

Yes, Master.

Anakin leaves the room. Commander Cody's hologram

disappears.

MACE WINDU

The dark side of the Force surrounds the

Chancellor. I sense that he’s a puppet

being controlled from the shadows.

KI-ADI-MUNDI

If he does not give up his emergency

powers after the destruction of Grievous,

then he should be removed from office.

MACE WINDU

That could be a dangerous move. The Jedi

Council would have to take control of the

Senate in order to secure a peaceful

transition.

KI-ADI-MUNDI

...and replace the Congress with Senators

who are not filled with greed and

corruption.

60.

YODA

To a dark place this line of thought will

carry us. Hmmmmm... great care we must

take.

MACE WINDU

With great respect, Master Yoda, I think

we must confront this sooner rather than

later. Who knows what deals are being

made behind Palpatine’s closed doors.

YODA

Then appoint you I do to shadow both

Anakin and the Chancellor.

MACE WINDU

It is done.

EXT. CLIFF AND LANDING PLATFORM - UTUPAU - DAY

As General Grievous reaches the landing platform where

his shuttle is waiting. Obi-Wan drops onto the top of

the starship.

Grievous spins his scooter around and takes off up the

vertical cliff face with Obi-Wan.

The sinkhole is engulfed in a great battle between CLONES

and DROIDS.

The PEOPLE OF UTAPAU cower in whatever shelter they can

find.

EXT. MAIN CITY PLAZA

A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the

DROID ARMY.

The General accelerates off the edge, drives straight

towards Obi-Wan.

GENERAL GRIEVOUS

Prepare to move out of orbit. I will be

up in a few moments.

Obi-Wan sizes up the situation, looking for a way to get

to Grievous. He uses the Force to destabilize the Wheel

Scooter as Grievous charges at him.

Grievous loses control of the Wheel Scooter, leaps out as

it races towards Obi-Wan. Obi-Wan dives out of the way

of the Scooter and it rolls off the edge of the platform.

61.

The two engage in hand-to-hand combat. OBI-WAN struggles

to avoid the deadly blows of the brutal, unstoppable

Droid.

Obi-Wan ignites his lightsaber, Grievous ignites three of

his blades, and the two warriors fight furiously. Obi-

Wan hacks off one of Grievous’s arms but the droid

continues fighting.

Using the Force, Obi-Wan damages Grievous’s stomachplate,

revealing the alien life form's guts encased in a bag

inside the Droid's chest.

The wounded Grievous lunges forward grabs Obi-Wan, hoists

him over his head, and tosses him across the platform.

Obi-Wan dangles off the edge of the platform. He

clutches the rim, trying to hold on.

Obi-Wan gets back on to the platform. Grievous is

wounded badly, and he must now protect his exposed

organs. Obi-Wan sees his chance, uses the Force again to

pressure Grievous’s mechanical shell.

Grievous GROWLS in pain. He may be a deadly swordsman

but he has no Force abilities whatsoever. Obi-Wan

charges forward and in one stroke slices the droid’s legs

off at the waist.

The pathetic form of Grievous lies defenseless on the

ground, a single handless arm remaining of his cyborg

carcass.

Obi-Wan stands over him, victorious at last.

GENERAL GRIEVOUS

(coughing)

This is not the end, Kenobi. The Droid

Armies will never stop.

OBI-WAN KENOBI

Not to worry, General. That is my

problem.

Obi-Wan calls upon the Force, crushes the organ bag

inside the torso’s chest cavity.

Grievous GROWLS one last time, his lifeforce literally

crushed. The General closes his alien eyes.

EXT. LANDING PLATFORM - SUNDOWN

Anakin meets with Padme in the tunnel of a covered

landing platform.

62.

PADME

Anakin, I’m so tired of meeting like

this.

ANAKIN

I hate it just as much as you do.

PADME

How are we supposed to carry on like

this? Meeting in alleyways and tunnels

for the rest of our lives? What do we do

when our child is born.

ANAKIN

I know, Padme. I’m looking for a

solution.

PADME

Why don’t you leave the Order.

ANAKIN

Don’t talk like that.

PADME

It’s the only way. Because of their

rules, their dogmas, we can’t be

together, Anakin.

ANAKIN

I am a Jedi Master.

(angrily)

I’ve trained most all of my life to

achieve this position and you want me to

throw it all away?

PADME

For us, yes, not just for me. Eventually

they’re going to learn the truth.

Anakin and Padme walk out onto the open section of the

landing platform.

ANAKIN

I can prevent that from happening.

PADME

No, no you can’t, Ani. Not even your

powers are that strong.

ANAKIN

This conversation is over for now. I’ll

see you later tonight.

63.

Anakin walks away back into the covered tunnel of the

platform. Padme sobs as she returns to her Speeder Car.

As Anakin walks towards the elevator, a hooded figure

emerges from behind the support beams.

MACE WINDU

Wait right there, Skywalker.

Master Windu throws his hood back.

ANAKIN

(shocked)

Master Windu...

MACE WINDU

I’m the last person you ever expected to

discover your secret, aren’t I?

ANAKIN

You don’t understand, Master.

MACE WINDU

I understand very well, Skywalker. And I

heard every thing.

ANAKIN

What are you going to do now?

MACE WINDU

The only thing there is to do. Turn you

in to the Council and let them decide

your fate.

ANAKIN

They will expel me, Master Windu.

MACE WINDU

Oh, I know they will. I’m counting on

it.

ANAKIN

You’ve never like me. You were always

set against me.

MACE WINDU

From the very first time I met you I knew

there was something wrong with your path.

Your pride was always there and your

destiny has always been clouded in doubt

and fear. I hid my true feelings from

the Council but now I see my instincts

were correct.

64.

ANAKIN

Tread carefully, Master Windu. I am a

Jedi Master as well.

MACE WINDU

Not any more, in my eyes.

Anakin and Windu lock eyes, each trying to guess the

others next move.

ANAKIN

Then I take that as a threat on my...

(ignites his lightsaber)

Life!

Anakin charges his fellow Master. Mace Windu ignites his

distinctive purple blade and parries the blow.

Mace and Anakin have never even sparred, so they briefly

feel each other out.

Padme hears the clashing of the lightsabers, walks back

towards the covered tunnel.

Anakin and Mace fight viciously inside the tight space,

slashing the support beams as they fight off each others

strikes.

MACE WINDU

You finally crossed the line, Skywalker!

I always knew you weren’t cut out to be a

Jedi.

ANAKIN

You’ve made a big mistake, Master Windu.

MACE WINDU

You pride knows no bounds.

Anakin moves away, puts several feet of space between him

and Windu.

ANAKIN

No, my power knows no bounds.

Anakin summons the Force and throws Mace backwards into

the tunnel wall, smashing the glass.

The tunnel rocks as the wind whips in through the

opening. The damaged support beams give way and the

tunnel starts to lean downward.

65.

Mace gets to his feet, but he’s on the lower ground,

sliding downward. He grabs hold of the last beam inside

the structure.

ANAKIN

I’m sorry, Master Windu. But it’s either

you or me.

Padme runs over, holds on to one of the beams.

PADME

Anakin, what are you doing?

ANAKIN

Stay out of this, Padme.

MACE WINDU

Don’t let this happen, Senator!

Anakin Force pushes the beams, bending them further until

they break. Without hesitation, Anakin swings his

lightsaber one last time against the wall, severing the

tunnel in half.

The tunnel falls down towards the endless city of

Coruscant, taking Master Mace Windu to his death.

PADME

Anakin!

Anakin rushes over to console Padme. At first, she tries

to break free from his grasp.

ANAKIN

Stop fighting me, Padme!

PADME

(sobbing)

Let go of me!

ANAKIN

Stop it!

Anakin uses the Force to immobilize her. He backs away,

trying to catch his breath.

Padme is frozen still, seized by the power of the Force.

ANAKIN

He was going to expose me, Padme.

He releases Padme.

66.

ANAKIN

You saw how he threatened me?

Padme gasps for air.

ANAKIN

I’m sorry, are you alright?

Anakin hugs Padme, kisses her hair.

ANAKIN

I’m so sorry.

PADME

What are we going to do now?

ANAKIN

Leave that to me. I’ll take care of

this.

EXT. SPACEPORT - CORUSCANT - DAY

A Republic Transport lands.

Obi-Wan and his remaining Clone Troopers exit the ship.

OBI-WAN KENOBI

Home sweet home.

CLONE COMMANDER CODY

But for how long. Sir?

OBI-WAN KENOBI

We shall leave that up to destiny, Cody.

(pats Cody’s shoulder)

You and your men get some rest. You

deserve it.

CLONE COMMANDER CODY

Will do, sir.

Obi-Wan breathes in the morning Coruscant air, just

content to be out of the warzone for once.

INT. HALLWAY - CHANCELLOR’S QUARTERS - EVENING

Anakin is distressed!

And rightly so. He paces back and forth, his anger and

guilt dueling for control of his emotions. The inner

turmoil breaks free. With his mechanical right arm he

punches a hallway column, shattering it with his fury.

67.

Palpatine emerges from the shadows, as he always does,

rushes over to comfort the troubled Jedi.

PALPATINE

Anakin, what’s the matter?

Anakin continues pacing madly, the only way to sate the

adrenaline still rushing through his system.

ANAKIN

Something’s happened.

PALPATINE

What happened. Tell me?

Palpatine cautiously advances toward Anakin.

ANAKIN

They will never forgive me for this.

PALPATINE

Forgive you for what? Anakin, I can’t

help you if you don’t tell me what’s

wrong.

Anakin slows down his pacing, takes several deep breaths.

ANAKIN

I’ve done something terrible, Chancellor.

He leans his back against the wall, slides his body down

until he’s sitting on the floor.

Only now does Palpatine approach him.

ANAKIN

(looking at Palpatine)

I killed someone, an innocent man.

PALPATINE

I see.

ANAKIN

They’ll never forgive me. I’ll be

expelled from the Order!

PALPATINE

But you are a Jedi. What is it in self-

defense?

Anakin looks up, his eyes bloodshot and red, shakes his

head, no.

68.

ANAKIN

No.

PALPATINE

Who was it, Anakin?

ANAKIN

Master Windu.

PALPATINE

Oh, dear. Does anyone else know about

this?

ANAKIN

I came here straight away. I didn’t know

where else to turn.

PALPATINE

And you did the right thing. Come with

me.

INT. PALPATINE’S OFFICE - EVENING

Anakin sits with his face buried in his hands. Now it is

Palpatine who paces, slowly in front of his lengthy

office window.

PALPATINE

I must ask you what happened, Anakin. I

need the facts If I’m to protect you.

ANAKIN

All this time the Jedi Council has been

watching me... watching us. Master Windu

had been following me for days.

PALPATINE

Go on.

ANAKIN

He confronted me about my relationship to

you. He said I was being corrupted by

your influence.

PALPATINE

And how did you respond to him?

ANAKIN

I told him he didn’t understand, and that

he was suspicious out of pure jealousy.

Palpatine grins, he was never a fan of Master Windu.

69.

PALPATINE

Yes, Master Windu and I never did see eye

to eye.

ANAKIN

He began accusing me of treason to the

Republic, and betrayal of the Jedi. He

knew about Padme.

PALPATINE

It was only a matter of time before that

secret became known.

ANAKIN

He would have exposed me. He was going

to tell the Council everything. Master

Windu always doubted me, ever since I was

a child!

(angrily)

He never wanted to allow me into the

Order in the first place!

PALPATINE

Yes, I know. He doubted the idea of you

being the Chosen One.

Anakin stands up, walks toward Palpatine.

ANAKIN

Chancellor, what am I going to do?

PALPATINE

You are not alone, Anakin. We are going

to handle this... together.

ANAKIN

I can’t involve you in this. You’ve done

so much for me already.

Palpatine moves in close, places his hands on Anakin’s

broad shoulders.

PALPATINE

Anakin, I have always looked after your

best interests, and I shall not abandon

you now in the time of your greatest

need.

ANAKIN

Thank you, Chancellor. You’re the only

one who understands me.

70.

INT. YODA’S QUARTERS - JEDI TEMPLE

Yoda is meditating as Obi-Wan enters.

OBI-WAN KENOBI

Something is wrong, Master Windu has yet

to return.

YODA

Feel a sudden disturbance, I do. At the

Chancellor’s office.

OBI-WAN KENOBI

What is it?

YODA

In grave trouble, Master Windu is. No

longer his Force energy do I feel.

OBI-WAN KENOBI

I’ll go and round up others to accompany

me.

YODA

Spread thin are our numbers, Obi-Wan.

Lifted now is the Dark Side’s veil.

EXT. SKIES OVER CORUSCANT - NIGHT

Padme’s Speeder Car zooms amongst the endless traffic of

the planet.

INT. PADME’S SPEEDER CAR

Padme cries as she navigates through the heavy traffic.

EXT. JEDI TEMPLE - NIGHT

Obi-Wan and Jedi Masters KIT FISTO, Agen Kolar and

SAESEE TIIN exit the massive front doors of the temple

and stride down the equally massive causeway.

INT. CHANCELLOR'S OFFICE - CORUSCANT - NIGHT

Anakin brings news to Palpatine.

ANAKIN

Chancellor, we have just received a

report from Master Kenobi.

71.

(MORE)

He has killed General Grievous. I should

be there fighting with him.

PALPATINE

It is upsetting to me to see that the

Council doesn't seem to fully appreciate

your talents. Don't you wonder why they

won't make you a Jedi Master?

ANAKIN

I wish I knew. More and more I get the

feeling that I am being excluded from the

Council. I know there are things about

the Force that they are not telling me.

PALPATINE

They don't trust you, Anakin. They see

your future. They know your power will

be too strong to control. Anakin, you

must break through the fog of lies the

Jedi have created around you. Let me

help you to know the subtleties of the

Force.

They walk into the hallway.

ANAKIN

(surprised)

How do you know the ways of the Force?

PALPATINE

My mentor taught me everything about the

Force... even the nature of the dark

side.

They stop.

ANAKIN

You know of the dark side?

PALPATINE

Anakin, if one is to understand the great

mystery, one must study all its aspects,

not just the dogmatic, narrow view of the

Jedi. If you wish to become a complete

and wise leader, you must embrace a

larger view of the Force. Be careful of

the Jedi, Anakin.

(pausing)

They fear you. And in time they will

expel you.

ANAKIN

Expel me, for what?

72.

ANAKIN (CONT'D)

PALPATINE

Come now, Anakin, I know that Senator

Amidala is in fact your beloved wife.

Anakin is surprised, a bit angry.

ANAKIN

How do you know this? Who told you?

PALPATINE

Don’t worry, your secret is safe with me.

But if the Jedi, or your dear friend, Obi-

Wan, were ever to find out, the Jedi

would be forced to expel you from the

Order.

Anakin walks over to the massive window, gazes out at the

sky traffic.

ANAKIN

I want the world to know that I love her,

and that we are married.

PALPATINE

I know you do, Anakin. But at what cost?

ANAKIN

Why are you confronting me like this?

PALPATINE

Because I want to help you.

ANAKIN

(looks at Palpatine)

How?

PALPATINE

Let me train you.

ANAKIN

(snickering)

Train me? You’re not a Jedi.

PALPATINE

Oh, no. I am something far more

powerful.

Palpatine turns and walks to the center of the room.

Anakin turns away from the window.

PALPATINE

Only through me can you achieve a power

greater than any Jedi.

73.

Palpatine turns around, reveals his true face. His eyes

glow bright yellow, his voice deepens...

PALPATINE

Learn to know the dark side of the Force,

Anakin, and you will become its most

powerful practitioner.

ANAKIN

You... you’re a Sith.

(it dawns on him now)

You’re Lord Sidious!

PALPATINE

(grinning)

There is none higher, Anakin.

Anakin cannot believe what he’s hearing, or seeing.

ANAKIN

But Count Dooku?

PALPATINE

Darth Tyranus was merely my apprentice.

And a rather convenient means to an end.

Anakin walks away from the window, paces back and forth.

ANAKIN

Then this entire war, all of it, this was

your plan from the beginning!

PALPATINE

Yes, it required years of manipulation to

bring events to where they stand now.

And all the while, underneath the careful

watch of the supposedly wise Order of the

Jedi.

ANAKIN

Then it’s true, the dark side is

stronger.

PALPATINE

More than you could ever imagine.

ANAKIN

I don’t know what to think!

PALPATINE

Erse your mind’s questions and search

your feelings. What do they tell you?

74.

ANAKIN

I can feel your power surging throughout

the room.

PALPATINE

Yes, now seize it and make it yours. Use

my knowledge, I beg you!

ANAKIN

And what happens to Padme?

PALPATINE

She comes with us. Soon the war will be

over, and the Republic must come to an

end.

ANAKIN

And in its place?

PALPATINE

A Galactic Empire, ruled by me and my

apprentice.

Palpatine walks over to Anakin, touches his face. BLUE

STREAMS of Dark Side energy flow from Palpatine’s fingers

into Anakin’s face and body.

ANAKIN

No, what are you doing?

PALPATINE

How does it feel, Skywalker?

Anakin is afraid but he doesn’t resist. The surging Dark

Side power gives him an intoxicating sensation.

ANAKIN

It’s unlike anything I’ve ever known.

PALPATINE

This is just the beginning. Oh, the

things I shall teach you.

ANAKIN

What must I do?

PALPATINE

You have already done what I have asked

of you, and more. By killing Master

Windu you removed the one Jedi who

harbored suspicions about me. His

meddling was growing tiresome, and as for

Master Yoda...

75.

ANAKIN

He is harmless.

PALPATINE

There you are wrong, Anakin. As we

speak, your friends are on their way to

investigate Master Windu’s disappearance.

ANAKIN

Is Obi-Wan with them?

PALPATINE

Indeed he is.

EXT. SENATE OFFICE BUILDING - LANDING PLATFORM - NIGHT

The sky is dark as a JEDI GUNSHIP lands on the Senate

Office Building landing platform.

FOUR JEDI exit the SHUTTLE and enter the Senate Office

Building. Obi-Wan, Agen Kolar, Kit Fisto, and Saesee

Tiin, like gunfighters out of the Old West, walk through

the massive hallway, four across.

INT. LOBBY TO CHANCELLOR'S OFFICE

The Four Jedi enter the lobby, raising their arms, and

send the Chancellor's aide, DAR WAC, flying against the

wall, along with TWO REPUBLIC GUARDS. They storm into

the Chancellor's office.

Palpatine spins around in his chair.

PALPATINE

Master Kenobi, congratulations on your

defeat of General Grievous. How can I

help you?

OBI-WAN KENOBI

Where is Master Windu?

PALPATINE

I’m afraid I do not know. He certainly

isn’t here.

OBI-WAN KENOBI

In the name of the Galactic Senate of the

Republic, you are under arrest,

Chancellor.

PALPATINE

On what charge?

76.

OBI-WAN KENOBI

Treason against the Republic.

PALPATINE

(laughing)

Master Kenobi, without me the Republic

would fall completely apart.

OBI-WAN KENOBI

That’s a risk the Senate and the jedi

Council are willing to take.

PALPATINE

(sighs)

So be it.

Palpatine stands, a laser sword appears out of his cloak

sleeve, and he spins toward the Jedi.

PALPATINE

It's treason, then.

Palpatine darts forward with unbelievable speed and kills

Saesee Tiin before the Jedi can even raise his

lightsaber!

Obi-Wan is gobsmacked by Palpatine’s speed and ability,

always viewing him as a weak old man. But now isn’t the

time to underestimate an opponent.

The Jedi spread out, Agen Kolar and Kit Fisto the closest

to Palpatine.

Obi-Wan cannot engage due to the restricted space, but

this is Palpatine’s plan, knowing Master Kenobi to be a

superior swordsman to the others.

Palpatine easily holds his own against the two Jedi

Masters, forcing them into the narrow hallway where...

Anakin appears, lightsaber in hand, he strikes down Agen

Kolar with a sweeping blow!

Palpatine then quickly moves towards Obi-Wan as Anakin

fights Kit Fisto.

The Jedi Master and the Sith Lord fight their way down

the hallway and into the main office area.

77.

IN THE LOBBY

Kit Fisto is disoriented, finding it hard to believe he’s

fighting the friend and fellow Jedi he’s accompanied on

countless missions.

But this is weakness, and Anakin overpowers him, killing

Master Kit Fisto in a flurry of strikes.

BACK IN THE CHANCELLOR’S OFFICE

Obi-Wan and Palpatine exchange vicious blows, but

Palpatine is faster, almost superhuman.

Palpatine uses the Force to slam Obi-Wan against the

wall, but he recovers before the Chancellor can cut him

down.

Anakin enters the office, hesitates to engage his Master.

OBI-WAN KENOBI

(confused)

Anakin, what are you doing?!

Anakin doesn’t answer, his guilt is overwhelming. His

soul in conflict between the dark side and the light!

PALPATINE

(to Anakin)

I told you it would come to this. I was

right. The Jedi are taking over!

OBI-WAN KENOBI

You old fool. The oppression of the Sith

will never return. Your plot to regain

control of the Republic is over!

PALPATINE

For two-thousand years the Sith have

waited for their chance, and now we rise

to rule forever!

Palpatine charges Obi-Wan overpowering him with a series

of blows.

In the heat of battle, Obi-Wan cuts the window behind the

Chancellor's desk, and it crashes away!

Obi-Wan is forced out onto the ledge, which is twenty

stories up. They fight over the narrow precipice.

They stop as Obi-Wan forces Palpatine to drop his saber.

78.

OBI-WAN KENOBI

Anakin, help me! We can put an end to

the Sith scourge, once and for all!

Anakin puts his hands on his face, his inner conflict

still brewing.

OBI-WAN KENOBI

Anakin, please!

PALPATINE

(chuckling)

The Republic is finished, Master Kenobi!

Palpatine raises his hands, and FORCE LIGHTNING bolts

shoot out. They’re blocked by Kenobi's lightsaber.

OBI-WAN KENOBI

I will kill you myself!

PALPATINE

No! You will die!

Obi-Wan summons all the Force he can, pushes Palpatine

out to the edge of the ledge.

As the Jedi moves closer, the bolts from Palpatine's

hands begin to arch back on him!

The Chancellor's face begins to twist and distort. His

eyes become yellow as he struggles to intensify his

powers.

PALPATINE

He is a traitor, Anakin, help me!

Obi-Wan realizes Anakin is not going to intervene. He

moves in closer, every step redirecting the Force

Lightning back onto Palpatine.

PALPATINE

(to Anakin)

Come to your senses, boy. The Jedi are

in revolt. They will betray you, just as

they betrayed me!

Anakin Force pushes Obi-Wan backwards on the window sill.

Obi-Wan drops his lightsaber out the open window. As Obi-

Wan stares at Anakin in shock, Palpatine springs to life.

The full force of Palpatine's powerful Bolts blasts

Kenobi. He attempts to deflect them with his hands, but

the force is too great.

79.

OBI-WAN KENOBI

Aarrrrggghhhhh...

Palpatine’s face has changed into a horrible mask of

evil. Anakin looks on in horror while Palpatine cackles.

Obi-Wan is near death. The Dark Side magic too strong to

stop. He reaches out to Anakin one last time.

OBI-WAN KENOBI

Anakin, please!

Anakin is immobile, uncaring, unable to reconcile his own

emotions, let alone those of his friend and Master.

But the shred of good still left in Anakin emerges. He

tosses his lightsaber to the floor.

Palpatine doesn’t see this treachery, but Obi-Wan does.

Shifting his focus, Obi-Wan calls Anakin’s saber to him

and once again blocks the Force lightning.

Anakin isn’t finished yet. He then Force pushes Obi-Wan

out of the window!

Unbeknownst to the weakened Palpatine, Anakin does this

to save Obi-Wan’s life.

EXT. PLATFORM LEDGE BELOW CHANCELLOR’S OFFICE

An exhausted Obi-Wan hangs perilously onto a gantry

connected to a platform, twenty stories above the city

below.

The strong winds HOWL, fighting him as he struggles to

lift himself onto the platform.

INT. CHANCELLOR’S OFFICE

Anakin helps the weary Palpatine to his feet. His face

deformed by direct contact with the Force Lightning.

PALPATINE

You have done well, my young apprentice.

ANAKIN

He is my friend, but he was a threat to

us all.

80.

PALPATINE

Yes, this was a difficult test for you, I

know.

Anakin fights to hide his real feelings over Kenobi’s

fate. He can only hope that his Master somehow survived

the fall.

PALPATINE

Come here, my apprentice.

Anakin obeys, kneels before Palpatine.

ANAKIN

I pledge myself to your teachings. To

the ways of the Sith.

PALPATINE

Arise, Darth Vader.

Anakin stands, now knighted as a Dark Lord of the Sith.

EXT. PLATFORM

Obi-Wan lies on his back, exhausted and confused, the

heavy wind gusts swirling around him.

EXT. KASHYYYK - MEETING HALL - DAY

Yoda winces, closes his eyes, and holds his head. He

feels a disturbance in the Force.

INT. CHANCELLOR'S OFFICE - EVENING

Palpatine is putting on his dark cloak. He is now fully

DARTH SIDIOUS, no longer having to conceal his true

identity.

DARTH SIDIOUS

Because the Council did not trust you, my

young apprentice, I believe you are the

only Jedi with no knowledge of this plot.

When the Jedi learn what has transpired

here, they will kill us, along with all

the Senators.

DARTH VADER

I agree, Master. The Jedi's next move

will be against the Senate.

81.

DARTH SIDIOUS

Every single Jedi, including your friend

Obi-Wan Kenobi, is now an enemy of the

Republic. You understand that, don't

you?

DARTH VADER

I fully understand, my Master.

DARTH SIDIOUS

We must move quickly. The Jedi are

relentless. If they are not all

destroyed, it will be civil war without

end. First, I want you to go to the Jedi

Temple. We will catch them off balance.

Do what must be done, Lord Vader. Do not

hesitate. Show no mercy. Only then will

you be strong enough with the Dark Side.

DARTH VADER

What about the other Jedi spread across

the galaxy?

DARTH SIDIOUS

Their betrayal will be dealt with. After

you have killed all the Jedi in the

Temple, go to the Mustafar system. Wipe

out Viceroy Gunray and the other

Separatist leaders. Once more the Sith

will rule the galaxy, and we shall have

peace.

(beat)

But first, I have something to give you.

EXT. MYGEETO - DAWN

The sky slowly awakens on the crystal world of Mygeeto.

A battle rages. Clone troops battle the massed droid

armies across a long bridge.

Ki-Adi-Mundi uses his lightsaber to deflect enemy fire.

CLONE COMMANDER BACARA (1138) exits a Gunship near the

city entrance. He rallies his TROOPS to attack the city,

then gets a message on his comlink. He stops, moves into

the shadows as a HOLOGRAM OF Darth Sidious appears on the

comlink in the palm of his hand.

82.

DARTH SLDIOUS

Commander 1138...

CLONE COMMANDER BACARA

Yes, sir.

DARTH SLDIOUS

The time has come. Execute Order Sixty-

Six.

CLONE COMMANDER BACARA

Yes, My Lord.

Darth Sidious fades, and Bacara snaps the comlink closed

and looks to the main plaza of the city, where Ki-Adi-

Mundi is leading the charge. The clones stop.

Ki-Adi-Mundi turns around and is blasted by clone fire.

He's killed before he can defend himself.

EXT. FELUCIA - FOREST - DAY

A column of CLONE WALKERS marches across the forest

floor. The STRANGE CALLS of the alien forest creatures

of Felucia suddenly stop.

The Jedi Aayla Secura and her Clones brace for an ambush.

AAYLA

Steady... steady...

They all look around for signs of the enemy. CLONE

COMMANDER BLY moves up behind the Jedi.

AAYLA

Bly, do you think they're Droids?

Bly blasts Aayla in the back. The OTHER CLONES fire on

her as she hits the ground.

Another Jedi, BARRISS OFFEE, is cutting down a patrol of

DROIDS when a CLONE WALKING TANK and SEVEN CLONE TROOPERS

round a corner and blast the Jedi away.

EXT. KASHYYYK - MEETING HALL - DAY

Yoda drops his gimer stick, clutches his chest, and rests

against a wall. Through the Force he feels the tragedy

of the Jedi deaths.

83.

EXT. KASHYYYK - EDGE OF VILIAGE - DAY

The battle appears to be over.

WOOKIEES stack destroyed Droids while CLONES assess the

damage to their equipment.

A Jedi, LUMINARA UNDULI, talks with EIGHT CLONE OFFICERS

standing in a circle around her. Suddenly they reveal

their hidden pistols and blast her before she can react.

The Jedi QUINLAN VOS is riding on top of a CLONE TURBO

TANK. The main cannon of a second tank slowly swings to

point right at him and a couple of Clones.

The cannon fires, and Quinlan Vos and the CLONES

disappear in a huge EXPLOSION.

INT. SITH SANCTUARY - UNDERNEATH THE SENATE BUILDING -

NIGHT

Darth Sidious and Darth Vader enter the Sith Lord’s

secret hideout directly beneath the Senate House.

They enter a small chamber where a BLOOD-RED CRYSTAL

glows brightly, providing light to the chamber.

DARTH SIDIOUS

With this crystal shall you forge a new

lightsaber.

DARTH VADER

Thank you, Master.

Vader takes the crystal from its display stand, studies

it intensely.

DARTH SIDIOUS

The Sith grew past the use of

lightsabers. But we continue to use

them, if only to humiliate the Jedi.

INT. CATO NEIMOIDIA - COCKPIT CLONE FIGHTER - DAY

The CLONE PILOT watches a hologram of Darth Sidious.

DARTH SIDIOUS

Execute Order Sixty-Six.

CLONE PILOT

It will be done, My Lord.

84.

INT. CATO NEIMOIDIA - JEDI STARFIGHTER - DAY

Plo Koon heads his ship toward a battle on a landing

platform.

PLO KOON

There they are. Land on the nearest

platform.

EXT. CATO XEIMOIDIA - JEDI STARFIGHTER - DAY

The FOUR CLONE PILOTS with Plo Koon drop back and blast

him out of the sky.

EXT. SALEUCAMI - FOREST

Three Speeder Bikes race through the forest.

A Jedi, STASS ALLIE is in the lead.

The TWO CLONES following her drop back and blast her,

causing her to crash in a huge EXPLOSION.

INT. CORUSCANT - CHANCELLOR'S OFFICE - NIGHT

Darth Sidious stands alone in his private office,

illuminated only from a hologram projector beam from

above.

A small HOLOGRAM OF COMMANDER GREE stands in front of

him.

CLONE COMMANDER GREE

Yes, My Lord.

DABTH SIDIOUS

The time has come. Execute Order Sixty-

Six.

INT. SITH SANCTUARY

Darth Vader holds his newly finished lightsaber hilt. He

makes one final adjustment then ignites his new blade for

the first time.

The bright crimson hue of the plasma illuminates the

chamber and Vader’s yellow eyes.

85.

EXT. KASHYYYK - MEETING HALL BALCONY - DAY

A vista of waterways, high green mesas, and giant tree

cities serves as a backdrop for the fierce battle,

CLONES AND WOOKIEES against TRADE FEDERATION DROID

ARMIES, with treaded tank-like vehicles.

Commander Gree holds his comlink.

CLONE COMMANDER GREE

It will be done, My Lord.

Gree snaps his comlink shut, Yoda watches from the

balcony.

The battle rages as CLONES and WOOKIEES attack DROIDS

coming across the water on CORPORATE ALLIANCE TANK

DROIDS.

Chewbacca and Tarfful stand on either side of the Jedi

Master as he watches the battle below.

Gree and ONE OFFICER walk onto the balcony toward Yoda.

Yoda stands looking over the battlefield below. When

they are close enough, the CLONES reveal their weapons

and fire.

But faster than the CLONES can reveal their weapons, Yoda

ignites his lightsaber, leaps in the air, and beheads

both Clones.

Chewbacca and Tarfful fire their weapons as more Clones

enter the hall.

The Wookiees call out to Yoda to follow them. Chewbacca

picks Yoda up and carries him away.

EXT. PLAZA - JEDI TEMPLE - CORUSCANT - NIGHT

All is quiet and peaceful as FOUR JEDI TEMPLE GUARDS

stand at watch.

In the distance, however, something grabs the attention

of one Guard. He moves from his station out into the

greater plaza of the Temple complex, the distinctive

yellow light of his LIGHTSABER PIKE glowing bright in the

darkness.

The other Guards exchange looks, but stay in their places

even as the object of curiosity for their comrade comes

closer into view.

86.

Now we see it too...

A Republic Gunship flying at full speed... and headed

straight towards the Jedi Temple!

FIRST JEDI TEMPLE GUARD

(to the others)

Sound the alarm!

INT. JEDI TEMPLE

The alarm SOUNDS and instantly several Jedi scramble down

to the main floor.

SECOND LEVEL - JEDI TEMPLE

CIN DRALLIG, the head of the Jedi Guards and Temple

security, looks down at few Jedi available for defense

from the second level balcony. The vast majority of the

Jedi are spread throughout the galaxy fighting the Droid

Armies.

EXT. PLAZA - JEDI TEMPLE

The Republic Gunship drops lower in the sky, aiming for

the massive front doors of the Temple!

FIRST JEDI TEMPLE GUARD

(to the others)

Inside the Temple!

The Jedi Guards retreat to their hidden entrances at the

front of the Temple.

Moments later the speeding Gunship FIRES its front laser

cannons then smashes into the Temple doors, taking out a

large portion of the Temple structure with it.

INT. MAIN FLOOR - JEDI TEMPLE

The Gunship skids several hundred feet into the Temple

interior, knocking out several columns and support beams

with its wings.

As the Gunship comes to a stop, its doors burst open and

Clone Troopers emerge blasting everything in sight.

Anakin, now knighted as Darth Vader, leaps out of the

Gunship donning a long black robe and a RED LIGHTSABER

for the very first time.

87.

Cin Drallig leaps from the second level balcony onto the

Temple floor beside several Clone Troopers. He swiftly

dispatches three Clones with his lightsaber but sets his

sights on the mysterious robed figure engaging the Temple

Guards in combat.

Behind the Gunship Darth Vader takes on all four Temple

Guards! They attack two at a time with their lightsaber

pikes but they’ve never met a foe like this one.

Darth Vader is already one of the most formidable of the

Jedi warriors but the infusion of Dark Side energy has

made him an absolute hurricane of ferocity and skill.

For a moment the Temple Guards keep Vader detained but he

then unleashes his fury and slashes one of them down. A

second Guard moves in and Vader breaks his pike with a

deft blow from his new lightsaber.

The Clone Troopers swiftly occupy the main floor and send

another unit up to the second level to exterminate the

remaining Jedi.

BALCONY - SECOND LEVEL

Cin Drallig leaps over a pile of rubble to enter the fray

just as Vader kills a second Temple Guard.

Now it’s three against one and Vader couldn’t be more

delighted.

DARTH VADER

Is this the best you can do!

Despite the robe and the hood, despite the deepening of

the voice, Cin Drallig knows this face, knows this voice.

CIN DRALLIG

Anakin...

In the moment of his revelation Cin Drellig briefly lets

his guard down and Vader makes sure not to lose the

advantage.

Vader rapidly engages Drallig forcing him on the

defensive. The other two Guards engage Vader from his

flanks but his lightsaber skills are well beyond theirs.

Cin Drallig holds his own but he’s constantly being

forced backwards, never a chance to go on the offensive.

Vader regards the two remaining Temple Guards as pesky at

best.

88.

He ceases his attack on Drellig, engages them both with a

Force push on both of them that sends them crashing into

the Temple columns.

SECOND LEVEL

It’s an absolute massacre!

The Clone Troopers enter various rooms, FIRING

indiscriminately as they go.

Several Clones blast open a door with explosives to

reveal a dozen or more defenseless YOUNGLINGS hiding from

the attack.

The heartless Clones enter the room and FIRE!

MAIN FLOOR - JEDI TEMPLE

Cin Drallig comes at Vader with his lightsaber held high.

DARTH VADER

Now you’re all mine.

CIN DRALLIG

Anakin, I know that is you!

Drellig and Vader clash like two titans, their blades a

flurry of movement.

DARTH VADER

Anakin Skywalker is dead!

Vader delivers a blow so powerful it knocks Drellig

backwards over a pile of rubble.

Drellig gets to his feet quickly as another powerful blow

is already raining down.

CIN DRALLIG

No, he’s not dead, he’s still you! What

has happened to you?

Vader is unmoved by Drellig’s talking, focused solely on

destroying the Temple.

DARTH VADER

Your vain pleas will not save you from

me, Cin Drellig. The Jedi Order is no

more!

89.

They lock blades once again. Drellig is losing strength,

unable to endure the onslaught Vader’s Dark Side fury.

CIN DRALLIG

Don’t do this, Anakin. Don’t let

yourself be consumed by the Dark Side!

DARTH VADER

(grinning)

Misguided fool, there is only the Dark

Side of the Force!

Vader initiates another brutal attack of swift but

powerful blows.

Drellig’s ability to deflect and parry becomes less and

less with every stroke.

DARTH VADER

This is the end for you, Cin Drellig.

Vader severs Drellig’s lightsaber arm at the shoulder.

Drellig falls to the floor in agony.

DARTH VADER

Your faithful service has been

appreciated.

Vader swings his fiery red blade and strikes Drellig

across his torso, killing the dedicated Jedi.

JEDI ARCHIVES

Clone Troopers move throughout the enormous chamber,

searching for survivors.

MAIN FLOOR - JEDI TEMPLE

Darth Vader walks the length of the main floor past the

Gunship wreckage where he encounters Jedi Master SHAAK

TI.

Shaak Ti ignites two lightsabers as Vader approaches her.

She immediately recognizes her former fellow Jedi Master.

SHAAK TI

Anakin!

Vader says nothing, delivers a Force push that throws

Shaak Ti back against the Temple’s rear wall.

90.

SHAAK TI

Why are you doing this?

DARTH VADER

It is better that you save your words and

concentrate on fighting, Jedi.

SHAAK TI

I sense the Dark Side surrounding you!

DARTH VADER

How wise of you.

Shaak Ti advances and they lock blades.

JEDI ARCHIVES

The Clone Troopers continue their search for the Jedi.

Jedi archivist JOCASTA NU emerges from a hidden alcove

and moves stealthily behind the clueless Clones. She

enters a smaller room where she activates a HOMING BEACON

for the Jedi.

EXT. CITYSCAPE - CORUSCANT - PRE-DAWN

The city planet is covered in a hazy glow. A column of

black smoke can be seen rising in the distance.

Bail Organa's Speeder flies overhead, straight toward the

smoke.

EXT. JEDI TEMPLE - LANDING PLATFORM

The Jedi Temple is on fire!

Large plumes of smoke billow toward the sky as Bail lands

his Speeder on a Jedi Temple platform.

FOUR CLONE TROOPERS stand guard at the entrance to the

Temple. They lower their guns as Bail gets out of his

Speeder and walks toward them.

BAIL ORGANA

What's happened here?

CLONE SERGEANT

There's been a rebellion. Don't worry,

sir, the situation is under control.

The Clones bar the Senator from entering the Temple.

91.

CLONE SERGEANT

I'm sorry, sir. No one is allowed entry.

The Clones point their guns at Bail and cock them.

CLONE SERGEANT

It's time for you to leave, sir.

BAIL ORGANA

(reluctantly)

And so it is.

Bail saunters hack toward his Speeder, suspicious of

what’s taking place.

Suddenly, several SHOTS RING OUT!

Bail turns and sees a ten-year-old Jedi, ZETT JUKASSA,

fighting the Clones.

Several more CLONES join in the fight, followed by CLONE

COMMANDER APPO (1119), who points at Bail.

CLONE COMMANDER APPO

Don’t let him get away! Shoot him!

Several Clones start FIRING at Bail.

The Senator jumps for cover behind his Speeder, starting

the engines and pulling out his laser pistol.

The brave YOUNG JEDI cuts down several Clones, including

Appo, before he’s overrun and shot.

BAIL ORGANA

No!

The Speeder takes off with Bail clinging to the side.

The Clones FIRING at it as it disappears into the

cityscape.

EXT. CITYSCAPE

Bail struggles to pull himself into the Speeder as it

races along through the cityscape. Finally, he climbs

in, just as the Speeder is about to hit a building. He

steers clear of the building and races away.

92.

INT. MAIN FLOOR - JEDI TEMPLE

Darth Vader and Shaak Ti are locked in battle. The

intensity is magnified as the Togruta Master wields two

lightsabers.

DARTH VADER

There is no escape from this Temple.

SHAAK TI

I cannot believe what’s happened to you,

Anakin.

Hearing his true name only further enrages Lord Vader’s

immense anger.

DARTH VADER

Anakin was a fool! I am a Lord of the

Sith!

SHAAK TI

Yes, only a fool would follow the path of

darkness.

Shaak Ti manages to drive Vader backwards for the first

time in the duel. She is a formidable swordsman even

amongst the Jedi.

Vader is backed against a column and Shaak Ti doesn’t

hesitate to charge, but Vader is as strong with one hand

as he is with two because of his mechanical enhancement.

SHAAK TI

I can feel all the fear and anger that

you’ve kept inside all these years. Let

me help you, Anakin, it’s not too late.

DARTH VADER

I no longer need the help of the Jedi!

Vader Force chokes Shaak Ti, lifts her ten feet into the

air!

DARTH VADER

I am now more powerful than you could

ever imagine!

From the shadows emerges another Jedi, SHA KOON, niece of

the dead Master Plo Koon, rushes towards Vader with her

lightsaber in hand.

SHA KOON

Stop!

93.

Sha Koon distracts Vader long enough for him to release

Shaak Ti. She attacks him with more ferocity than any of

the previous combatants.

Shaak Ti falls hard to the ground, injuring her leg.

Vader and Sha Koon go at it like seasoned masters of a

hundred battles.

Shaak Ti gets to her feet and joins the fight. Now it’s

three lightsabers versus one!

JEDI ARCHIVES

Jocasta Nu is nearly to safety when she’s spotted by a

Clone.

CLONE TROOPER

I found one!

Jocasta Force pushes the Clone out of the way and heads

for the exit. When she opens the blast door a platoon of

Clones are standing there, blasters at the ready.

We hear the laser FIRE of their blasters as Jocasta Nu is

gunned down.

MAIN FLOOR

The battle rages on between Darth Vader, Sha Koon and

Shaak Ti. Incredible lightsaber skills are on display by

the three Masters.

DARTH VADER

Enough of this!

Vader summons the Force, pulls Shaak Ti towards him and

impales her on his red blade.

Sha Koon then slices Vader’s shoulder while his

lightsaber is indisposed.

Before Vader can get to her Sha Koon flees the Temple.

EXT. JEDI TEMPLE

Sha Koon kills several Clone Troopers as she escapes the

massacre.

94.

INT. MAIN FLOOR - JEDI TEMPLE

The Clone Troopers report to Darth Vader, who stands over

the body of Shaak Ti.

DARTH VADER

Did you kill them all, Sergeant?

CLONE SERGEANT

Yes, Lord Vader.

DARTH VADER

Good. Burn the Temple to the ground.

EXT. JEDI TEMPLE

Darth Vader and the Clone Troopers walk down the main

promenade of the plaza as the Temple burns in gigantic

flames behind them.

EXT. KASHYYYK - LAKE ON VILLAGE EDGE - DUSK

Clones in modified one-man AT-ST's and Swamp Speeders

flash their searchlights across the gloomy lake. The

light of one of the AT-ST's spots something floating in

the water.

It’s what's left of a Wookiee catamaran. The Wookie

Tarfful, lies across the stern of the wreckage of the

flying boat. There is some movement on the boat.

The CLONE SERGEANT on the AT-ST fires a warning shot past

the boat.

AT-ST CLONE SERGEANT

Everyone out of there!

CLONE SERGEANT

Did you find something?

CLONE TROOPER

It's nothing, nothing. All these

Wookiees are dead.

CLONE SERGEANT

Move to the east.

CLONE TROOPER

Yes, sir.

Suddenly, Chewbacca climbs up behind the AT-ST CLONE,

dripping wet, and throws the CLONE SERGEANT into the

water. Chewie BARKS.

95.

Tarfful jumps up in the boat, Yoda pops up from

underneath a tarp.

YODA

Safe to leave now, it is.

Tarfful climbs onto the AT-ST with Chewie.

YODA

Not far, are we, from the emergency ship.

Quickly...

The Wookies follow on the AT-ST.

The Clones continue to search the swamp.

EXT. SENATE OFFICE BUILDING - UNDERGROUND STARSHIP

LANDING PLATFORM - DAY

Bail Organa walks out of a tunnel onto a huge platform

with two of his AIDES. He’s stopped by TWO ROYAL GUARDS.

ROYAL GUARD

Identification.

BAIL ORGANA

Senator Bail Organa of Alderaan.

Bail and his Aides hand them their ID cards.

The ROYAL GUARDS check them over and give them back, then

Bail and his Crew walk on board his Starship.

EXT. SENATE OFFICE BUILDING - UNDERGROUND LANDING

PLATFORM

The platform rises to the surface of the Office Building.

The ALDERAAN STARCRUISER takes off and disappears into

the crisp morning sky.

INT ALDERAAN STARCRUISER - HALLWAY

Bail is greeted by CAPTAIN ANTILLES and TWO ALDERAAN

TROOPERS.

BAIL ORGANA

Were you able to get hold of a Jedi

homing beacon?

96.

CAPTAIN ANTILLES

Yes, sir. We've encountered no

opposition. The clones are still a bit

confused. It appears no one is in

command.

BAIL ORGANA

That will change soon. Hopefully we will

be able to intercept a few Jedi before

they walk into this catastrophe.

INT. PADME’S APARTMENT - NIGHT

Anakin enters, Padme runs to his arms.

PADME

I was worried about you. I heard news

that there was fighting at the Temple.

She notices the gash on his shoulder.

PADME

You’ve been injured.

ANAKIN

It’s nothing. You’ll want to sit down to

hear this.

They sit down on the large sofa.

ANAKIN

There was an insurrection. The Jedi

turned against the Chancellor.

PADME

(shocked)

I can’t believe it.

ANAKIN

Neither could I, until I saw it with my

own eyes.

PADME

Is it because of what happened between

you and Master Windu?

ANAKIN

They were upset the Chancellor put me on

the Council, but the division was there

long before these troubles.

97.

PADME

Then what does this mean for the

Republic, for you?

ANAKIN

It means I’m no longer a Jedi. Now we’re

free like we’d hoped to be.

PADME

And Obi-Wan? What happened to him?

ANAKIN

I don’t know. He disappeared once the

Clones were called in.

Padme gets up, paces in front of Anakin.

PADME

This is all so much to take in.

(upset)

Master Kenobi was your best friend, our

friend.

ANAKIN

No one could have foreseen this

happening. Perhaps it’s best in the

meantime that you go home to Naboo until

this all settles down.

He stands, holds Padme’s hands.

ANAKIN

Let our child be born there instead of

here where there’s so much turmoil.

PADME

How soon will you be able to join me?

ANAKIN

Just as soon as I’m able. Certainly the

Chancellor will allow me to leave.

PADME

Then it’s settled.

They kiss.

PADME

What are you If you’re no longer a Jedi?

ANAKIN

I’m my own master now.

98.

EXT. JEDI TEMPLE - DAY

The injured Obi-Wan limps towards the burning building.

Several Clones stand guard outside. The occupying Clones

belong to Ghost Company, who Obi-Wan personally commanded

as General throughout the war.

Obi-Wan distracts with a Jedi trick, creating a noise

ripple with the Force, then sneaking inside.

INT. JEDI TEMPLE - LATER

Obi-Wan enters what’s left of the Temple, large portions

of the building are still on fire.

Clones patrol the ruins looking for survivors or

returning Jedi.

Two Clones guard the entrance to the Jedi Archives. Obi-

Wan sneaks up and swiftly kills them.

As Obi-Wan enters, another Clone watches him down the

hallway.

JEDI ARCHIVES

Obi-Wan navigates through the burning library towards the

records room.

Thousands of years worth of artifacts and data are up in

flames!

Obi-Wan activates the homing beacon. A Hologram of Bail

Organa appears.

OBI-WAN KENOBI

Senator, this is General Kenobi. Are you

alright?

BAIL ORGANA

(holo)

Is it ever good to hear your voice,

General. Thank goodness you’re alive.

OBI-WAN KENOBI

I don’t have much time. The Temple is

close to collapsing.

BAIL ORGANA

(holo)

Stay put, I’m on my way to get you.

99.

The ceiling collapses inside the library. Obi-Wan rushes

to safety before the entire Archive chamber is engulfed

in flames.

HALLWAY OUTSIDE ARCHIVES

Obi-Wan enters the hallway where Commander Cody is

waiting, his blaster aimed at his former General.

CLONE COMMANDER CODY

Stop right there, Jedi.

Obi-Wan stops, shows he has no visible weapon.

OBI-WAN KENOBI

Cody, it’s me, General Kenobi. Surely

you remember me?

CLONE COMMANDER CODY

I don’t know what you’re talking about.

All I see is a Jedi, and that makes you a

traitor.

Burning debris falls from the ceiling around them.

Obi-Wan uses a mind trick to delay the Cody’s actions

since the Clones are programmed to kill all Jedi on

sight.

OBI-WAN KENOBI

We’re both going to die if we don’t leave

here now.

CLONE COMMANDER CODY

I laugh at death. Ghost Company Clones

were born to die.

Cody raises his blaster for a head shot.

OBI-WAN KENOBI

Very well...

He Force chokes Cody, who drops his blaster.

The falling debris intensifies, intense fires all around

them now.

OBI-WAN KENOBI

I’m sorry, Cody.

Obi-Wan Force pushes his Clone friend backwards into the

fire. The flames swiftly engulf and kill him.

100.

INT. PALPATINE’S OFFICE - NIGHT

Darth Vader reports to his new master.

DARTH SIDIOUS

Was your mission accomplished, Lord

Vader?

DARTH VADER

Yes, my Master.

DARTH SIDIOUS

And yet I sense the presence of some

Jedi.

DARTH VADER

The niece of Plo Koon escaped during the

fight, but she is of no consequence. I

will hunt her down as I do the others.

DARTH SIDIOUS

Excellent. Reports are coming in from

the furthest reaches of the galaxy. The

Jedi have been defeated.

DARTH VADER

Good. Let the rule of the Empire

commence.

EXT. LANDING PLATFORM - JEDI TEMPLE

Obi-Wan waits as Bail Organa’s Starcruiser lands.

INT. ALDERAAN STARCRUISER

The door to the main hallway slides open.

Obi-Wan enters and is greeted by Yoda and Bail. The

three of them walk down the hallway.

BAIL ORGANA

You made it. We feared the worst.

YODA

Master Kenobi, dark times are these.

Good to see you, it is.

OBI-WAN

You were attacked by your Clones, as

well?

101.

YODA

With the help of the Wookiees, barely

escape, I did.

OBI-WAN KENOBI

How many other Jedi managed to survive?

YODA

Heard from no one, have we.

BAIL ORGANA

I saw hundreds of troops attack the Jedi

Temple. That's why I went looking for

Yoda.

OBI-WAN KENOBI

Have we had any contact from the Temple?

YODA

None.

OBI-WAN KENOBI

I saw no survivors there. The Clones

killed everybody. I’m afraid the Temple

is destroyed.

BAIL ORGANA

I was denied entry to the Temple. The

Clones killed Younglings while I was

there.

OBI-WAN

Anakin has turned to the Dark Side. He

is now a slave to Palpatine.

YODA

Darth Sidious, you mean.

OBI-WAN KENOBI

I failed with Anakin, Master Yoda. This

is partly my failure.

YODA

Our failure, this is not. Chose his own

path, did he.

OBI-WAN KENOBI

But how could Anakin have fallen so

quickly and completely?

YODA

Tempted by the Dark Side has he always

been. Promised him unlimited power,

Darth Sidious has.

102.

BAIL ORGANA

Where do we go from here?

OBI-WAN

There is too much at stake here, and we

need a clearer picture of what has

happened.

YODA

I agree. In a dark place we find

ourselves. More knowledge, do we need.

BAIL ORGANA

In the meantime I need to contact my

allies in the Senate. Palpatine’s next

move could prove crucial to the future of

the Republic.

EXT. MUSTAFAR - LAVA FIELDS - DAY

Workers move across the lava beds, gathering the magma.

A column of aliens riding giant MUSTAFAR FLEAS marches

forward.

INT. MUSTAFAR - MAIN CONTROL CENTER - DAY

A HOLOGRAM of Darth Sidious is in the center of the room.

Nute Gunray and the REST OF THE SEPARATIST COALITION

watch Sidious.

NUTE GUNRAY

The plan has gone as you had promised, My

Lord.

DARTH SIDIOUS

You have done well, Viceroy. When my new

apprentice, Darth Vader, arrives, he will

take care of you.

The hologram disappears.

INT. ALDERAAN STARCRUISER - COCKPIT

The Republic Cruiser heads toward Coruscant.

Obi-Wan, Bail, Yoda, and TWO PILOTS sit in the cockpit.

PILOT

We are receiving a message from the

Chancellor's office, sir.

103.

BAIL ORGANA

Send it through.

PILOT

Yes, sir.

The Pilot pushes some buttons.

MAS AMEDDA appears on screen.

MAS AMEDDA

Senator Organa... the Supreme Chancellor

of the Republic requests your presence at

a special session of Congress.

BAIL ORGANA

Tell the Chancellor I will be there.

MAS AMEDDA

Very well. He will be expecting you.

Mas Amedda's image disappears from the screen.

BAIL ORGANA

It could be a trap.

OBI-WAN KENOBI

No, I don't think so. The Chancellor

will not be able to control the thousands

of star systems without keeping the

Senate intact.

BAIL ORGANA

I’ve arranged a secret meeting with Mon

Mothma and Garm Bel Iblis. In the Senate

I must act as if nothing’s happened and I

am not sympathetic towards the Jedi.

YODA

Right you are. Branded traitors, all

allies of the Order will be.

EXT. CORUSCANT - SENATE LANDING PLATFORM - LATE DAY

Obi-Wan, Bail, and Yoda land on Coruscant. The elevator

door opens, and they step out.

GUARD

Welcome back, Senator. May I see your

clearance?

BAIL ORGANA

Certainly.

104.

GUARD

Thank you, you may proceed. We will take

custody of the Jedi.

Obi-Wan utilizes the Jedi mind trick.

OBI-WAN KENOBI

It would be better if we stayed with the

Senator.

GUARD

It would be better if they stayed with

you.

Bail nods to Obi-Wan, then he and his Aides enter the

Senate Building.

Yoda and Obi-Wan head for the Jedi Temple.

EXT. MUSTAFAR - JEDI STARFIGHTER - SPACE

Vader's Jedi Starfighter heads for the hazy blood-red

volcanic planet of Mustafar.

EXT. MUSTAFAR - LANDING PLATFORM - DAY

Vader flies over the volcanoes of Mustafar, lands his

Jedi Starfighter on a complex of platforms. His cockpit

opens as R2-D2 pops from the ship with a BEEP.

DARTH VADER

Artoo, stay with the ship.

Artoo lets out a sad little BEEP and moves back toward

the ship.

EXT. MUSTAFAR - LANDING PLATFORM - DAY

Vader pulls on his hood, walks across a lengthy walkway.

INT. MUSTAFAR - MAIN CONTROL CENTER

Vader appears in the doorway of the control center.

NUTE GUNRAY

Welcome, Lord Vader. We've been

expecting you.

Everyone in the room looks to him as he raises his hand

towards a control panel, and all the exits close.

105.

The confused SEPARATISTS look around in bewilderment.

EXT. JEDI TEMPLE - LATE DAY

Thick smoke from the smoldering shell of the Jedi Temple

fills the air with a brown haze.

INT. JEDI TEMPLE - MAIN ENTRANCE

A DOZEN Clone Troopers stand guard at what used to be the

entrance of the Temple.

Suddenly there is a flash of a lightsaber, a flurry of

confusion, and all the Troopers are dead on the floor.

Yoda and Obi-Wan stand in the middle of the carnage.

OBI-WAN

There are Clones on every level. They’re

looking for survivors

YODA

Nothing more for us here, there is.

Rebuild one day, we will.

EXT. CORUSCANT - SENATE BUILDING - SUNSET

The awesome Senate Building looms over the city. The

endless traffic continues to clutter the skyline.

INT. SENATE CHAMBER

The Chancellor is in the podium in the center of the vast

arena giving a speech.

Mas Amedda stands to the right of SIDIOUS.

Bail Organa walks through the hallway of the Main Senate

Chamber. He enters the Senate Pod of Naboo and sits next

to Padme and her Handmaidens.

Bail doesn’t reveal to her that he knows Anakin has

turned to the Dark Side.

PALPATINE

...and the Jedi Rebellion has been

foiled.

BAIL ORGANA

I was detained. What's happening?

106.

PADME

The Chancellor has been elaborating on a

plot by the Jedi, to overthrow the

Senate.

BAIL ORGANA:

That's not true!

PADME

He's been presenting evidence all

afternoon.

BAIL ORGANA

And the Senate will go along with it,

just like they always do.

PALPATINE

The remaining Jedi will be hunted down

and defeated.

(applause)

Any collaborators will suffer the same

fate.

(applause)

These have been trying times, but we have

passed the test.

INT. MUSTAFAR - MAIN CONTROL CENTER

Lord Vader ignites his lightsaber, Nute and the OTHERS

panic.

The DROIDS at the controls and the GUARDS grab their

weapons, but it is too late. They are cut down in a

flash.

The Separatists bang on the doors, and Nute and Rune

Haako flee under a table.

Vader, stone-faced, moves through the room like the grim

reaper. Bodies drop everywhere. SCREAMS are cut short

as the head of the Banking Clan dies.

Then Poggle The Lesser loses his head. Wat Tambor, Shu

Mai, and the remaining Separatists run into the

conference room.

INT. SENATE CHAMBER - CORUSCANT

Darth Sidious in the guise of the Chancellor continues

his diatribe.

107.

PALPATINE

The attempt on my life has left me

scarred and deformed, but I assure you my

resolve has never been stronger.

Applause from the Senate.

INT. MUSTAFAR - MAIN CONTROL CENTER

In the hallway, Vader cuts down Droids and Separatists

alike. He is unstoppable. Vader turns his head, his

eyes are yellow, the mark of a Sith.

INT. SENATE CHAMBER

Palpatine continues his speech at the podium.

PALPATINE

The war is over.

(applause)

The Separatists have been defeated,

(applause)

and the Jedi rebellion has been foiled.

We stand on the threshold of a new

beginning.

There is a long period of APPLAUSE.

PADME

Well, this is the moment we discover if

he intends to return the Republic to a

democracy.

PALPATINE

In order to ensure our security and

continuing stability, the Republic will

be reorganized into the first Galactic

Empire, for a safe and secure society

which I assure you will last for ten

thousand years.

There is a loud, sustained CHEER from the Senate.

Bail and Padme sit, dumbfounded by Palpatine’s rabid

support.

PALPATINE

An empire that will continue to be ruled

by this august body, and a sovereign

ruler chosen for life...

The Senate CHEERS again. Bail and Padme are devastated.

108.

PALPATINE

An empire ruled by the majority... ruled

by a new constitution...

The Senate APPLAUDS.

PADME

So, this is how liberty dies, with

thunderous applause.

BAIL ORGANA

We cannot let this happen.

PADME

There will be another time, Bail.

BAIL ORGANA

And that time is now. Come with me.

INT. MUSTAFAR - MAIN CONTROL CENTER - CONFERENCE ROOM

After everyone in the Main Control Room is dead, Vader

moves to the small conference room where Wat Tambor, Shu

Mai, and some OTHER SEPARATISTS are hiding.

Rune Haako tries to run but is trapped by a dead-end as

Vader advances.

RUNE HAAKO

Stop! Enough, this is not right!

Rune is cut down. Nute Gunray crawls out from under the

table and opens the Main Door, allowing DESTROYER DROIDS

to enter.

Wat Tambor is cut down, along with Shu Mai.

DESTROYER DROIDS appear in the doorway and blast away,

causing total destruction.

When the firing is over, Vader is gone.

Blown away? No. Vader drops from the ceiling behind the

Two Droids and cuts them to pieces.

INT. MAIN CONTROL CENTER - HALLWAY

Nute Gunray is the last Separatist leader alive.

Vader moves on to find Gunray cowering in an alcove.

109.

NUTE GUNRAY

(terrified; pleading)

The war is over. Lord Sidious promised

us peace... we only want...

Gunray is cut down in mid-sentence by the red lightsaber.

INT. MAIN CONTROL CENTER

Darth Vader surveys the slaughter with a crazed look in

his eyes.

INT. CONTROL CENTER - BALCONY

Vader stares out at Mustafar, standing on the control

room balcony.

INT. PADME’S APARTMENT - EVENING

Padme, Bail, Yoda and Obi-Wan meet in her apartment.

Threepio brings them all refreshments.

OBI-WAN KENOBI

What we’re about to tell you, Padme, will

come as a great shock. Anakin has turned

to the Dark Side.

PADME

The Dark Side?

OBI-WAN KENOBI

Of the Force.

BAIL ORGANA

And Chancellor Palpatine has revealed

himself to be a Sith Lord.

PADME

I, I don’t know how to take all of this.

OBI-WAN KENOBI

Where is Anakin?

PADME

I don’t even know. He said he was going

to handle some business for the

Chancellor.

BAIL ORGANA

When was the last time you saw him?

110.

PADME

I’m not sure... I don’t see him all

the...

OBI-WAN KENOBI

Padme, it’s alright. We know your

secret.

Padme sighs, almost relieved to get it off her chest.

PADME

A couple of days ago.

OBI-WAN KENOBI

And you didn’t notice anything strange

about his behavior?

PADME

No, nothing. He was just happy to have

his new position.

Yoda sits quietly, studying Padme’s every word and

nuance.

PADME

I’m sorry, you’ll have to excuse me.

(standing)

This is all too much.

Padme leaves the room, Threepio follows after her.

Bail and Obi-Wan exchange worried looks.

YODA

Strange, this is.

OBI-WAN KENOBI

What is it, Master?

YODA

Hiding something, she is. Knows where

Anakin is, she does.

BAIL ORGANA

I’ve known her all these years.

(gets up, paces)

I can’t believe she’d lie to our faces

like this.

YODA

Lying, she is.

111.

OBI-WAN KENOBI

You have to remember, Senator, under the

circumstances her loyalty would be to

Anakin first and foremost.

YODA

Precisely the reason forbidden attachment

is for a Jedi.

BAIL ORGANA

How do we handle this?

OBI-WAN KENOBI

We wait. She will lead us straight to

Anakin sooner or later.

PADME’S ROOM

Padme’s ear is against the door.

OBI-WAN KENOBI (O.C.)

Thank you for your time, Senator. We

will show ourselves out.

PADME

Threepio, have the crew prepare my ship

for immediate departure.

C-3PO

As you wish, my Lady.

INT. SENATE ARENA - CHANCELLOR'S HOLDING OFFICE - SUNSET

A HOLOGRAM OF Vader appears before Palpatine in his

office at the bottom of the Senate Arena.

DARTH VADER

The Separatists are taken care of, My

Master.

DARTH SLDIOUS

It is finished, then. You have restored

peace and justice to the galaxy. You

have done well, Lord Vader.

DARTH VADER

Thank you, My Master.

112.

INT. MUSTAFAR - COXFERENCE ROOM - DAY

A Hologram of Sidious speaks with Vader in the Mustafar

control room.

DARTH SLDIOUS

Send a message to the ships of the Trade

Federation. Tell them the Separatist

leaders have been wiped out. Grievous

and Dooku have been destroyed. All droid

units must shut down immediately.

DARTH VADER

Very good, My Lord.

EXT. ENTRANCE TO UNDERGROUND LEVELS - CORUSCANT - DAY

A taxi skiff descends into a massive circular pit on the

surface of the city.

Numerous other transports descend and ascend into

Coruscant’s notorious underworld levels.

INT. SMUGGLER’S TAVERN - LEVEL 333

Bail meets with Mon Mothma and the Corellian Senator GARM

BEL IBLIS inside a seedy dive for smugglers and bounty

hunters, 333 levels beneath the city surface.

GARM BEL IBLIS

Could you have picked a more out of the

way place, Bail?

BAIL ORGANA

We can’t afford to take any chances. A

purge by the Chancellor has already

begun.

MON MOTHMA

He speaks the truth, Garm. The mere

subject of this discussion would be

enough to have us arrested for high

treason.

GARM BEL IBLIS

Treason, you say? I’m all ears.

BAIL ORGANA

Firstly, I fear for the future of the

Senate based upon the present situation.

Palpatine ordered the termination of the

Jedi Order.

113.

MON MOTHMA

Such an extreme policy cannot go

unheeded.

GARM BEL IBLIS

I don’t disagree with you there.

BAIL ORGANA

Then join with us, Garm, in the formation

of a galactic rebellion.

GARM BEL IBLIS

A rebellion? With what resources?

MON MOTHMA

This would be our second order of

business. No one says there will be an

immediate result.

GARM BEL IBLIS

Time is against us all, Mon Mothma. I’m

sure I could muster my fair share of

logistical equipment and such, but for

the long haul? Who else stands with you?

Bail and Mon Mothma exchange looks.

BAIL ORGANA

(beat)

I’m afraid our alliance is limited to the

three persons present at this table.

Bel Iblis belts out a hearty ROAR of laughter.

GARM BEL IBLIS

Are you mad? This is no rebellion!

BAIL ORGANA

Keep your voice down.

GARM BEL IBLIS

I’m afraid you’ll have to do much better

than this. Corellians are a people of

action, and this is all talk.

He gets up to leave.

MON MOTHMA

Garm, please hear us out...

GARM BEL IBLIS

I’ve heard my fill. Come to me when you

have something more substantial to offer.

114.

(MORE)

Until then, I see no reason to leave the

Republic.

BAIL ORGANA

Fine. But what you don’t understand is

that there is no more Republic, you just

don’t realize it.

Garm leaves the tavern.

EXT. MUSTAFAR - LANDING PLATFORM - DAY

Vader sees Padme's ship arriving on the screen and goes

out to meet her.

The sleek NABOO SKIFF lands on the Mustafar landing

platform near Vader's GREEN STARFIGHTER.

Vader runs up to the SKIFF as the ramp lowers. Padme

runs to him.

DARTH VADER

Padme, I saw your ship...

They embrace.

PADME

Oh, Anakin!

DARTH VADER

It's all right, you're safe now. But I

told you to go to Naboo. This changes

everything.

PADME

I was scared, I didn’t know what to do.

Obi-Wan came to see me, with Master Yoda

and Senator Organa.

DARTH VADER

Obi-Wan? He’s alive?

PADME

Yes. They were trying get information

from me, about you.

DARTH VADER

And what did you tell them?

PADME

Nothing. But they know that we’re

married.

115.

GARM BEL IBLIS (CONT'D)

DARTH VADER

(snickering)

It doesn’t even matter now. Things are

going to be completely different for us.

Padme hugs him tightly.

PADME

So, what do we do now?

DARTH VADER

We’re free to live our lives now, like

we’ve always wanted.

Out of nowhere, we hear a familiar voice...

OBI-WAN KENOBI (O.C.)

What happened, Anakin?

Vader turns and sees Obi-Wan saunter down the ship’s

ramp! He snuck on board knowing Padme would lead him

right to Anakin.

OBI-WAN KENOBI

Where did it all go wrong?

Padme pulls away from Anakin, surprised to see the Jedi.

DARTH VADER

What are you doing here?

PADME

He must have stowed away. I swear I

didn’t know he was on board, Anakin!

DARTH VADER

Go to the control tower, Padme.

OBI-WAN KENOBI

No, why don’t you stay and listen to what

your husband has become.

DARTH VADER

Shutup, Obi-Wan. Padme, do as I say.

(angrily)

Now!

Padme hesitates, part of her desperately wants to hear

what Obi-Wan has to say.

OBI-WAN KENOBI

How many lives have you taken, Anakin?

How many lives did it take for your get

what you wanted?

116.

DARTH VADER

I have chosen my own path, Not the one

you would have me take.

Obi-Wan walks towards his former apprentice.

OBI-WAN KENOBI

That much is for certain. Master Windu

was right about you. About your

overwhelming pride and arrogance. Did

you feel any guilt after you killed him?

DARTH VADER

Master Windu attacked me. I had no

choice.

OBI-WAN KENOBI

There is always a choice, Anakin.

DARTH VADER

I spared your life at the Chancellor’s

office. You shouldn’t have come back.

OBI-WAN KENOBI

Unlike you, I do feel guilty, about the

way I failed you. I thought I could

train you as well as Yoda himself.

DARTH VADER

I absolve you of your guilt, Obi-Wan, but

I have a new master now.

OBI-WAN KENOBI

Yes, I know.

DARTH VADER

You’ve left me no choice but to kill you.

Obi-Wan cannot believe how far his student has fallen.

OBI-WAN KENOBI

We were friends, Anakin, fellow Jedi

serving a greater purpose than ourselves.

Doesn’t that mean anything to you?

DARTH VADER

(beat)

My name is Darth Vader.

Vader ignites his lightsaber.

Obi-Wan knows now there is no turning back. Either he or

Anakin will die on this obscure, out-of-the-way rock of a

planet.

117.

Padme intervenes, stands in between Vader and Obi-Wan.

PADME

(pleading)

Anakin, stop! Things don’t have to end

this way.

DARTH VADER

That’s where you’re wrong.

Obi-Wan ignites his lightsaber.

PADME

No more fighting, please!

Padme tries to hold her husband back as moves towards his

foe.

DARTH VADER

Get out of my way.

Vader shoves Padme to the side.

OBI-WAN KENOBI

Leave her out of this!

Vader becomes so enraged that he inadvertently Force

chokes his own wife!

DARTH VADER

This is all your fault, Obi-Wan!

Padme struggles to breathe.

OBI-WAN KENOBI

Let her go! It’s me you want!

Vader realizes what he’s done.

DARTH VADER

Padme!

Padme is unconscious now, lying on the platform.

Obi-Wan makes the first move, charges Vader while he’s

distracted.

They begin a ferocious sword fight. Vader throws

CONTAINERS at Obi-Wan using the Force.

They work their way off the landing platform and into the

main entry hallway. Vader kicks Obi-Wan, dropping him to

a lower level.

118.

Artoo BEEPS his concern and rushes to the unconscious

Padme's aid.

INT. CORRIDOR - SENATE ARENA - CHANCELLOR'S HOLDING

OFFICE - NIGHT

Yoda enters, using the Force to throw two RED GUARDS

against the wall, knocking them unconscious.

Darth Sidious turns his chair toward Yoda.

Mas Amedda stands behind Sidious's desk.

YODA

I hear a new apprentice, you have, Darth

Sidious.

DARTH SIDIOUS

Master Yoda, you have survived.

YODA

Surprised, are you?

DARTH SLDIOUS

Your arrogance blinds you, Jedi. Now you

will experience the full power of the

dark side.

The Dark Lord raises his arms, and FORCE LIGHTNING shoots

out, surrounding Yoda. Only the Sith can conjure Force

lightning.

Yoda is picked up and thrown across the room, hitting the

wall and sliding down in a crumpled heap as Darth Sidious

chuckles.

INT. MUSTAFAR - PASSAGES TO MAIN CONTROL CENTER

Darth Vader and Obi-Wan move their fight toward the main

control center. As the laser swords fly, bits of the

hallway are cut up.

Obi-Wan and Vader jump and use every trick in the Jedi

book.

INT. CORRIDOR - SENATE ARENA - CHANCELLOR'S HOLDING

OFFICE

Mas Amedda swiftly leaves the room.

Darth Sidious approaches a stunned Yoda.

119.

DARTH SIDIOUS

I have waited a long time for this

moment. At last, the Jedi are no more.

YODA

Not if anything I have to say about it.

Yoda uses the Force to throw Sidious back, knocking him

clear over his desk and onto the floor in a heap.

YODA

At an end your rule is and not short

enough it was.

Darth Sidious flies through the air, cape flapping,

heading toward the exit.

At the last second, Yoda flies into the exit and stops

the Dark Lord.

YODA

If so powerful you are, why leave?

Yoda ignites his lightsaber.

DARTH SIDIOUS

You will not stop me. Darth Vader will

become more powerful than either of us.

Darth Sidious ignites his lightsaber.

DARTH SIDIOUS

The glorious Sith shall rule the galaxy

again!

YODA

Faith in your new apprentice, misplaced

may be, as is your faith in the dark side

of the Force.

Their lightsabers CLASH. The battle is extremely fast

and furious.

INT. MUSTAFAR - MAIN CONTROL CENTER - DAY

View screens EXPLODE around Vader and Obi-Wan as they

work their way into the Control Room. The fighting is

intense.

Obi-Wan is on the defensive as he jumps up on the table

view screen in the center of the room.

120.

ANAKIN

You're no match for the dark side,

Master.

OBI-WAN

I've heard that before, Anakin... but I

never thought I'd hear it from you.

Vader forces Obi-Wan back into the Conference Room where

the quarters are much closer. Sparks fly everywhere.

The agile Vader jumps onto the conference table.

Obi-Wan slides across the table, knocking Vader over. Obi-

Wan grabs Vader’s lightsaber as he falls. Obi-Wan uses

the Force to summon his dropped lightsaber, Vader does

the same.

INT. CORUSCANT - SENATE CHAMBER - MAIN ARENA

Darth Sidious seeks refuge in the vast Senate Chamber.

He gets into the Chancellor's Podium and it starts to

rise up into the Arena.

Yoda makes a giant leap into the control pod. The sword

fighting is intense in the confined space.

INT. MUSTAFAR - MAIN CONTROL CENTER

The battle intensifies!

Obi-Wan stands looking at his former apprentice for a

moment, then they lock sabers.

Obi-Wan puts out his hand to use the Force to push Vader

away.

Vader puts out his hand to block Obi-Wan. Both

combatants are blasted backwards onto the control panels.

They regain their footing and the battle continues.

Vader kicks Obi-Wan away.

They battle around the room, and eventually the door to

the exterior is knocked open. They continue battling out

onto the balcony.

INT. CORUSCANT - SENATE CHAMRER - MAIN ARENA

Yoda unleashes a ferocious assault on Sidious, causing

him to almost go over the edge.

121.

The Dark Lord drops his lightsaber but recovers with a

BLAST OF ENERGY from his hands that surrounds Yoda.

Yoda is deflecting the Sith Lord's lightning bolts. The

energy bolts begin to arc back on the Emperor. It looks

as if the Dark Lord is doomed.

YODA

Destroy you I will.

Yoda jumps to a lower Senate Pod.

Darth Sidious reaches out with one hand, and a Senate pod

is released from its mooring and heads toward the Podium.

Sidious uses the Force to hurl pod after pod at Yoda, who

ducks and jumps from one flying pod to another.

Yoda leaps away from the pods. He uses the Force to hold

one pod suspended in the air. The pod spins and Yoda

throws it back at Sidious, who leaps away at the last

moment.

Yoda leaps after him, but Sidious quickly turns and aims

the full force of his energy bolts at the tiny Jedi,

catching him in mid-air and throwing him back hard

against the Podium.

The force causes Yoda to drop his lightsaber.

Yoda blocks the Force lightning and throws Sidious

backwards off the podium. Yoda is knocked off the Podium

and falls several hundred feet to the base of the Podium.

Darth Sidious follows in his pod, searching for Yoda.

EXT. MUSTAFAR - MAIN CONTROL CENTER BALCONY

Vader forces Obi-Wan down a narrow balcony outside the

Control Room. He rips objects off the wall and throws

them at Obi-Wan as he pushes him further and further

along the walkway.

The balcony ends, and Obi-Wan is trapped. He looks over

the balcony and into a river of lava.

Vader cuts apiece of the balcony railing off, along with

a control panel.

ALARMS SOUND, and a protective ray shield around the

superstructure disappears. It tumbles into the molten

abyss, disappearing in a puff of smoke. A small pipe

connects the Control Center to the Main Collection Plant.

122.

Obi-Wan has no choice but to tightrope-walk out across

the lava river while fighting Vader.

EXT. MAIN CONTROL CENTER BALCONY/PIPE ACROSS LAVA RIVER/

MAIN COLLECTION PLANT

Vader, following Obi-Wan, jumps down onto the flexing

pipe, lands, and resumes fighting.

INT. MUSTAFAR - PIPE ACROSS LAVA RIVER

Obi-Wan and Vader work their way across the small pipe,

fighting ferociously as they go.

Obi-Wan slips, throws his lightsaber up in the air, grabs

on to the pipe, swings around, grabs on to an upper pipe,

retrieves his lightsaber, and lands back on the original

pipe.

They continue to fight across the pipe until they reach

the Main Collection Plant.

INT. SENATE OFFICE BUILDING - WIRING CHUTE - CORUSCANT

Yoda squishes his way through a mass of wires in a small

chute.

INT. SENATE CHAMBER - MAIN ARENA

A Senate pod with COMMANDER THIRE (4477) and SEVERAL

OTHER CLONE TROOPERS climb up to where Mas Amedda and

Sidious are waiting.

Beneath the Main Podium, TWENTY CLONE TROOPERS search for

Yoda 's body.

CLONE COMMANDER THIRE

There is no sign of his body, sir.

MAS AMEDDA

Then he is not dead.

DARTH SIDIOUS

Double your search.

CLONE COMMANDER THIRE

Right away, sir.

123.

DARTH SIDIOUS

(to Mas Amedda)

Tell Captain Kagi to prepare my shuttle

for immediate takeoff.

MAS AMEDDA

Yes, my Lord.

DARTH SIDIOUS

I sense Lord Vader is in danger.

Lord Sidious walks into the Arena hallway.

Commander Thire descends down to the floor of the Arena,

where an intense search is taking place. SEVERAL CURIOUS

SENATORS rubberneck in scattered pods.

EXT. MUSTAFAR - COLLECTION PANELS

Obi-Wan and Vader battle on the top of the multi-spired

collection panels, jumping from one to the other. At the

end of the collection cluster, a huge spray of lava

covers the attachments that hold up the collectors. The

frame begins to melt.

It's raining lava!

Both Vader and Obi-Wan run for cover under the collection

cluster. They continue to fight in the lava rain,

darting from cover to attack, then quickly retreating to

cover.

Support for the entire structure begins to fall away, and

the collection cluster falls into the lava river.

The Jedi continue their fight, climbing to the highest

point on the tower as the rest begins to melt away,

riding the swift current down the river. It bends toward

the lava as they get out toward the end.

The fighting gets fierce again.

Obi-Wan gets to the end and is trapped. The tower slowly

starts to sink under the lava.

EXT. CORUSCANT - SENATE OFFICE BUILDING

Bail Organa, in his open Cockpit Speeder, flies along

next to the roof eave of the huge Senate Building. He

slows and moves closer to a long row of recessed lights.

124.

Suddenly Yoda falls out of one of the light recesses and

lands in the Speeder. Bail guns it and speeds away from

the Senate Building.

INT. BAIL ORGANA'S SPEEDER

Yoda straightens himself out.

YODA

Into exile I must go. Failed, I have.

Yoda and Bail fly into the traffic of the city.

EXT. MUSTAFAR - COLLECTION PANELS

Obi-Wan realizes he is getting very close to the edge of

the lava falls. He grabs a rope and leaps from the

collection arm. Vader follows.

Vader and Obi-Wan continue their sword fight hanging from

cables as they swing past each other.

EXT. LANDING PLATFORM - NABOO SKIFF

C-3PO carefully lifts Padme into his arms. R2-D2

nervously looks on. BEEPING.

C-3PO

I am being careful. I've got a good hold

on her.

C-3PO carries Padme into the Naboo Skiff.

EXT. COLLECTION PANELS

From their cables, Vader and Obi-Wan both spot something

that causes them to stop fighting. The lava river ahead

drops off in a tremendous lava fall.

SNAPPING AND METAL GROANS are heard as the main part of

the collector starts to break away and move toward the

lava fall. Obi-Wan looks around and sees a small

floating platform making its way toward the tower.

Obi-Wan does a double hack-flip and lands squarely on the

floating platform. He immediately leans to one side and

moves away from the tower.

Vader realizes he is doomed as the entire tower heads for

the falls.

125.

In the distance he sees some CONSTRUCTION DROIDS. He

swings back to the tower, climbs up and makes a running

leap and miraculously lands on A WORKER DROID.

The DROID is confused and chatters to his CO-WORKER. The

giant collector goes over the lava flow and disappears in

the mist of sparks below.

Obi-Wan heads for the bank of the lava river, but Vader's

DROID is faster. He catches up with his old Master.

Obi-Wan and Vader continue the swordfight. They battle

away, balancing on the tiny platform and puzzled DROID.

Vader, standing on the Droid, approaches Obi-Wan on the

work platform.

DARTH VADER

This is the end, Obi-Wan. You should

have vanished when I gave you the chance.

OBI-WAN KENOBI

I refused to give up on you, Anakin.

That is what it means to be good and

just.

DARTH VADER

Such foolish compassion only makes you

weak. I have had enough of your rules

and righteousness!

OBI-WAN KENOBI

Then you truly are beyond saving.

There is a pause as ObiWan contemplates his next move.

Vader reads his thoughts, his old Master has nowhere left

to go.

Obi-Wan leaps, Vader follows him, and they both flip in

the air, landing on the sloping banks of the torrential

lava river.

Obi-Wan is drained mentally and physically, completely

out of options.

DARTH VADER

Goodbye, old friend.

As Vader lifts his red lightsaber high for another

attack, a plume of lava erupts from the river, spewing

boiling magma all over Vader’s head and torso!

Lord Vader HOWLS in ungodly agony!

126.

Obi-Wan is merciless in this moment, sees the only chance

he’ll get. He charges forward and slashes, severing

Vader’s left arm!

Vader loses his balance on the slope, falls downward as

Obi-Wan strikes again, severing both of Vader’s legs at

the knees!

The crippled body of Vader slides down towards the lava

river, but Obi-Wan summons the Force and halts his former

Padawan’s descent to certain death.

Vader lies flat on stomach, his face is burned almost

beyond recognition, all his hair gone! Every inch of his

youthful frame’s skin is charred and ruined. His very

clothing melted onto his burnt flesh. All that remains

of use is his right arm, and half of that is his

artificial forearm and hand.

OBI-WAN KENOBI

I loved you, Anakin! You were my

brother!

All the helpless Vader can do is SCREAM from the

unbelievable pain as what’s left of his body is covered

in third degree burns.

The river is unstable, spewing more and more lava into

the air.

Obi-Wan’s clothing is tattered, singed by the heat and

fire of this cursed planet. He gazes one final time down

at the man he’s known since he was a young boy. Anakin,

or even Darth Vader, will never be the same again.

As the lava plumes intensify, Obi-Wan turns and abandons

the near-death Vader on the slope.

EXT. LANDING PLATFORM - NABOO SKIFF

Obi-Wan makes his way to the SKIFF. He looks for Padme.

Threepio sticks his head out the door of the SKIFF.

C-3PO

Master Kenobi! We have Miss Padme on

board. Please, please hurry. We should

leave this dreadful place.

Obi-Wan runs on board the Naboo Skiff

127.

INT. NABOO SKIFF

Padme lies on a cot inside the ship.

Obi-Wan walks over and checks on her.

Padme opens her eyes, struggles to speak. Her voice a

mere whisper.

PADME

Obi-Wan? Where’s Anakin? Is he all

right?

Obi-Wan looks at her sadly and does not answer. He

brushes her hair back.

OBI-WAN KENOBI

Save your energy, Padme. We’re on our

way to get you help.

Tears stream down Padme’s cheeks, she drops back into

unconsciousness. Artoo watches over her.

Obi-Wan rides in the co-pilot's station. He sits looking

pensive. Threepio drives.

EXT. VOLCANO EDGE

Darth Vader, left for dead, GRUNTS and GROANS, uses his

last ounce of energy in his right arm to pull his

paralyzed heap up the bank, his body still smoking.

A shuttle flies overhead and lands.

EXT. LANDING PLATFORM

The shuttle closes its wings and settles on the highest

of the Landing Platforms.

A PLATOON OF CLONE TROOPERS exits the craft, followed by

Darth Sidious.

INT. MUSTAFAR - VOLCANO PIT

Darth Sidious walks in front of the CLONE TROOPERS on his

way to get to Vader at the edge of the lava pit.

128.

EXT. VOLCANO PIT

Darth Sidious discovers what remains of Vader and checks

him out. He turns to the CLONES.

DARTH SIDIOUS

Anakin! Anakin! There he is. He's

still alive. Get a medical capsule,

immediately.

CLONE CAPTAIN

Yes, sir.

Several of the CLONES rush off as Sidious puts his hand

on Anakin's forehead.

DARTH SIDIOUS

My apprentice. What have you become?

What was once a perfect and all-powerful weapon in Lord

Sidious’s hands is now disabled and ruined. Sidious

looks at Vader and wonders what can be salvaged from such

damage.

INT. POLIS MASSA-OBSERVATION DOME - NIGHT

On the isolated asteroid of Polis Massa, YODA meditates.

YODA

Failed to stop the Sith Lord, I have.

Still much to learn, there is...

QUI-GON JINN (V.O.)

Patience. You will have time. I did

not. When I became one with the Force I

made a great discovery. With my

training, you will be able to merge with

the Force at will. Your physical self

will fade away, but you will still retain

your consciousness. You will become more

powerful than any Sith.

YODA

Eternal consciousness.

QUI-GON JINN (V.O.)

The ability to defy oblivion can be

achieved, but only for oneself. It was

accomplished by a Shaman of the Whills.

It is a state acquired through

compassion, not greed.

129.

YODA

To become one with the Force, and

influence still have... a power greater

than all, it is.

QUI-GON JINN (V.O.)

You will learn to let go of everything.

No attachment, no thought of self. No

physical self.

YODA

A great Jedi Master, you have become, Qui-

Gon Jinn. Your apprentice I gratefully

become.

Yoda thinks about this for a minute, then Bail Organa

enters the room and breaks his meditation.

BAIL ORGANA

Excuse me, Master Yoda. Obi-Wan Kenobi

has made contact.

EXT. LANDING PLATFORM - MUSTAFAR - DAY

The Clones have placed Anakin in a medical capsule. They

float the wounded Sith Lord into the belly of the

IMPERIAL CRUISER.

Darth Sidious follows the capsule into the ship. The

ship takes off.

EXT. POLIS MASSA - LANDING PLATFORM - NIGHT

Obi-Wan lands the Naboo Cruiser on the landing platform

of the isolated post of Polis Massa.

Yoda and Bail Organa, along with a FEW GROUND CREW, are

waiting as the ramp lowers and Obi-Wan emerges, carrying

the unconscious Padme in his arms, followed by Artoo and

Threepio.

EXT. LANDING PLATFORM - CORUSCANT - IMPERIAL REHAB CENTER

The shuttle lands. Darth Sidious and Clone Troopers

leave the shuttle.

Vader's body is carried along in a floating medical

capsule.

130.

INT. POLIS MASSA - MEDICAL CENTER - NIGHT

Polis MEDICS work, on Padme in an operating theater.

Obi-Wan and one of the MEDICAL DROIDS enter an

observation room where Bail and Yoda are waiting.

MEDICAL DROID

Medically, there is nothing we can do for

her.

OBI-WAN KENOBI

What happened to her?

MEDICAL DROID

I’m afraid her windpipe has been crushed.

She is dying.

Obi-Wan looks worryingly at Bail.

OBI-WAN KENOBI

What can be done for her?

MEDICAL DROID

We need to operate quickly if we are to

save the babies.

BAIL ORGANA

Babies?

MEDICAL DROID

She's carrying twins.

YODA

Save them, we must. They are our last

hope.

The Medical Droid rushes back to the operating room.

Artoo and Threepio watch, greatly puzzled. Artoo BEEPS.

C-3PO

It’s some kind of reproductive process, I

think.

INT. IMPERIAL REHAB CENTER - CORUSCANT

Vader, in the medical capsule, is lifted onto a table in

the Rehab Center.

Droids go to work on him. In moments Vader has new

artificial legs and a new prosthetic arm.

131.

INT. POLIS MASSA - MEDICAL CENTER

The TWINS are being delivered as Bail Organa, Yoda,

Artoo, and Threepio watch.

Obi-Wan is in the operating theater with Padme. He takes

her hand.

OBI-WAN KENOBI

Don't give up, Padme. We need you to be

strong for your babies.

Padme winces from the pain. The MEDICAL DROID is holding

the BABY.

MEDICAL DROID

It's a boy.

Padme looks at her firstborn child.

PADME

I’ll call him Luke...

Padme can only offer up a faint smile. She struggles to

touch the baby on the forehead.

MEDICAL DROID

...and a girl.

PADME

Leia.

OBI-WAN KENOBI

They’re beautiful, Padme.

PADME

(struggling)

Thank you, Obi-Wan.

OBI-WAN KENOBI

You’re most welcome.

R2-D2, Threepio and Bail Organa watch from an adjoining

space.

INT. IMPERIAL REHAB CENTER

VADER, dressed in his black body armor, lies on the

table. Nose plugs are inserted and the mask drops from

above, sealing tightly. The helmet is fitted and Vader

begins breathing.

132.

INT. POLIS MASSA-MEDICAL CENTER

Obi-Wan leans over Padme and softly speaks to her.

OBI-WAN KENOBI

I don’t know if you can hear me, Padme.

You have given birth to healthy twins.

Padme struggles to speak. Her voice still a whisper.

PADME

Take care... of them. I beg you.

OBI-WAN KENOBI

No harm shall befall them. I swear it.

PADME

I could have... saved him, but... I was

weak.

OBI-WAN KENOBI

It’s not your fault or mine, Padme.

Anakin chose his own path. We all tried

to reach him and reason with him.

Padme winces again and takes Obi-Wan's hand. She’s

clutching Anakin's japor snippet.

PADME

I can’t... believe... what’s happened.

OBI-WAN KENOBI

Save your energy.

PADME

Obi-Wan... there is good in him. I know

there is... still...

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

INT. IMPERIAL REHAB CENTER

Darth Sidious hovers around the periphery of a group of

MEDICAL DROIDS operating on his apprentice. Even his

extraordinary powers cannot make Vader whole again, but

the technologies available to the Dark Lord can help make

Vader into something else altogether...

A DROID approaches the Dark Lord.

MEDICAL DROID

My Lord, the reconstruction is finished.

133.

DARTH SIDIOUS

Good.

The DROID moves back to the table where Darth Vader lies.

The table begins to move upright.

Sidious moves in next to Vader.

DARTH SIDIOUS

Lord Vader, can you hear me?

Darth Vader, with his dark mask and helmet, moves up into

the frame until he is in a CLOSEUP.

DARTH VADER

Yes, My Master.

Darth Vader looks around the room.

DARTH VADER

Where is Padme? Is she safe, is she all

right?

Darth Sidious moves closer to the half droid/half man.

DARTH SIDIOUS

I'm afraid she died. In your great

anger, you killed her.

A LOW GROAN emanates from Vader's mask. Suddenly

everything in the room begins to implode, including some

of the droids under the awesome power of Vader’s Force

abilities.

Vader SCREAMS, breaks his bonds to the table, and steps

forward, waving his hands, causing objects to fly around

the room.

Sidious deflects the objects, but some of the droids

aren't so lucky.

Lord Vader's PAINFUL SCREAMS echo throughout the Center.

He is now more machine than man, an unfortunate result of

his tremendous pride and overconfidence.

Darth Sidious grins a wicked grin, satisfied his new

apprentice is alive. Yet even the Dark Lord now has

doubts as his vision of what would be his apprentice is

greatly altered.

EXT. NABOO - ALDERAAN STARCRUISER

Bail Organa's Starcruiser approaches the city of Theed.

134.

INT. ALDERAAN STARCRUISER - CONFERENCE ROOM

Bail, Yoda, and Obi-Wan sit around a conference table.

YODA

Pregnant, she must still appear. Hidden,

safe, the children must be kept.

OBI-WAN KENOBI

We must take them somewhere the Sith will

not sense their presence.

YODA

Split up, they should be.

BAIL ORGANA

My wife and I will take the girl. We've

always talked of adopting a baby girl.

She will be loved with us.

OBI-WAN KENOBI

And what of the boy?

YODA

To Tatooine. To his family, send him.

OBI-WAN KENOBI

I will take the child and watch over him.

Master Yoda, do you think Anakin's twins

will be able to defeat Darth Sidious?

YODA

Strong the Force runs, in the Skywalker

line. Hope, we can... done, it is.

Until the time is right, disappear we

will.

Bail leaves the conference room. Yoda stops Obi-Wan.

YODA

Master Kenobi, wait a moment. In your

solitude on Tatooine, training I have for

you.

OBI-WAN KENOBI

Training?

YODA

An old friend has learned the path to

immortality.

OBI-WAN KENOBI

Who?

135.

YODA

One who has returned from the netherworld

of the Force to train me... your old

Master, Qui-Gon Jinn.

OBI-WAN KENOBI

Qui-Gon? But, how could he accomplish

this?

YODA

The secret of the Ancient Order of the

Whills, he studied. How to commune with

him. Teach you, I will.

OBI-WAN KENOBI

I will be able to talk with him?

YODA

How to join the Force, he will train you.

Your consciousness you will retain, when

one with the Force. Even your physical

self, perhaps.

INT. ALDERAAN STARCRUISER - HALLWAY

Bail Organa, followed by Artoo and Threepio, approaches

Captain Antilles and TWO CREW MEMBERS.

BAIL ORGANA

Captain Antilles.

CAPTAIN ANTILLES

Yes, Your Highness.

BAIL ORGANA

I'm placing these droids in your care.

Treat them well. Clean them up. Have

the Protocol Droid's mind wiped.

C-3PO

Oh, no.

EXT. NABOO - MAIN SQUARE - DAWN

Padme’s funeral procession.

LARGE CROWDS line the street as a flowered, covered

coffin is drawn by SIX BEAUTIFUL WHITE BEASTS.

SIO BIBBLE walks with other MOURNERS.

SOLDIERS, FAMILY and DIGNITARIES follow the casket.

136.

Padme's hand clutches the japor snippet.

A MAN standing in the crowd swiftly departs as the

procession passes.

EXT. DAGOBAH - DAY

A small escape pod hurls toward the swamp planet and

disappears in the mist. The pod has landed, and Yoda

descends the ramp, surveying the unfamiliar terrain.

INT. DARTH VADER’S QUARTERS - STAR DESTROYER

Lord Vader sits in a command chair, his helmeted head

hanging low.

DARTH VADER

Padme, forgive me. I never meant to harm

you.

There’s a BEEP that gets Vader’s attention

DARTH VADER

Enter.

The Man from Padme’s funeral enters, he’s actually an

IMPERIAL AGENT.

IMPERIAL AGENT

I attended the funeral as you asked, Lord

Vader. And I saw the body.

DARTH VADER

Was Padme still with child?

IMPERIAL AGENT

Yes, my Lord.

DARTH VADER

That will be all.

The Imperial Agent exits the chamber.

EXT. IMPERIAL STAR DESTROYER - SPACE

A Star Destroyer is surrounded by ATTACK CRUISERS.

On the bridge of the Star Destroyer stands the EMPEROR

and GOVERNOR TARKIN.

137.

Darth Vader walks along the bridge to join the Emperor

and Governor Tarkin.

The camera PANS to reveal the huge frame structure which

is the beginning of the DEATH STAR.

EXT. ALDERAAN - STARCRUISER - SPACE

The ship approaches the surface of Alderaan.

EXT. ALDERAAN - LATE AFTERNOON

The QUEEN OF ALDERAAN sits on a balcony looking out over

the awesome mountains of Alderaan.

Bail Organa brings a small baby to her. She takes her

and rocks her.

EXT. TATOOINE - SUNSET

Obi-Wan rides up to the moisture farm homestead on an

EOPIE. He dismounts, takes BABY LUKE out of a papoose on

his back, and walks toward AUNT BERU, who walks over to

greet him.

They talk for a moment, and Obi-Wan turns the baby over

to the young homesteader.

Beru walks to UNCLE OWEN who is standing on the ridge

near the homestead.

Obi-Wan leaves as Owen, Beru, and Baby Luke watch the

twin suns set.

IRIS OUT.

THE END

138.