EXT. SPACE — TITLE CARD
A long time ago in a galaxy far, far away...
A vast sea
of stars serves as the backdrop for the main title, followed by a roll-up,
which crawls into infinity.
EPISODE II: RISE OF THE EMPIRE
War rages in the GALACTIC REPUBLIC. Numerous systems
have been conquered by the SEPARATIST
To end the threat quickly, Chancellor Palpatine has
marshaled the Republic Fleet and the Jedi Knights for battle... but it may not
be enough.
Pan down to reveal a fleet of Separatist warships in battle with the Republic fleet. The Separatist forces are protecting an asteroid mine colony near a nebula star cluster.
The battle is fierce, with large capital warships and fighters on both sides. Large emplaced guns on the mining colony repeatedly fire ion and turbolaser blasts at the Republic ships.
Two Jedi fighters break away from the main battle, en route to the mining colony. Panning into the cockpits reveals OBI-WAN KENOBI and ANAKIN SKYWALKER. Both are dressed as Jedi Knights, though Obi-Wan no longer has a Padawan braid and Anakin does. Anakin is now about 20 years old and as tall as Obi-Wan.
Obi-Wan
Target the emplaced guns, Anakin.
Both ships make a low altitude run over the asteroid surface, detonating charges on the turrets. Explosions indicate their success.
Obi-Wan
Good shooting.
Anakin
(pleased)
You as well.
Anakin grins, then looks in dismay at an incoming barrage of ten enemy fighters.
Anakin
Master!
Obi-Wan
I see them.
The two ships dodge aside as incoming laser fire flies all around them.
Obi-Wan
Strange...
Anakin
What?
Obi-Wan
I am detecting a strange presence aboard those ships...
The ships make a banking turn and pursue the Jedi. Their turbolasers fire a withering storm.
Anakin
On your six, master!
Obi-Wan’s ship is hit, one of his engines burns out.
Obi-Wan
Blast!
The enemy fighters close in Obi-Wan. Anakin hits the brakes on his ship, the enemy craft blow past. He fires repeatedly, downing three of them.
The rest close in on Obi-Wan, who, at the last moment, guns his ship into a loop the loop to gain the firing advantage. He and Anakin destroy the remaining fighters.
Obi-Wan
Part two, then.
The two Jedi ships zoom toward the asteroid’s mining colony and pass through a permeable atmosphere shield that keeps air around the colony.
EXT. ASTEROID MINING COLONY – DEEP SPACE DAY
A swarm of droid soldiers pour onto the landing platform as Obi-Wan and Anakin come in to land. The droids open fire as do the Jedi ships. Some droid shots penetrate the shielding, but for the most part they are ineffectual. Many droids are blown to bits. The Jedi land and leap out of their ships, lightsabers blazing.
Obi-Wan
Standard tacticals, Anakin.
Anakin nods. They rush the entrance doors under a hail of small arms laser fire from a mounted turret, deflecting the blasts with their blades.
As they reach the entrance, Anakin slices the turret in half while Obi-Wan uses the Force on the doors. After a few moments, they wrench open, bending in several places. The Jedi rush inside.
INT. ASTEROID MINING COLONY – DARK
Obi-Wan and Anakin enter the eerily empty facility, their lightsabers providing a feeble light source. It seems the colony is shut down. Hallways lead away at angles to the left and right of the entrance.
Obi-Wan
Strange... this colony should have been in full operation. This mission was top secret; very few knew we were coming.
Anakin
I have a bad feeling about this.
Obi-Wan
As do I... this smells like a trap.
They begin to back away, but as just as they reach the exit, a force field suddenly shimmers to life, striking Anakin and knocking him to the floor.
Obi-Wan
(grimly)
It would seem the trap is sprung.
Obi-Wan turns to the hallways, obviously sensing something.
Anakin
(getting to his feet)
Master—
Obi-Wan
(quietly)
Shh.
Obi-Wan closes his eyes, concentrating. Suddenly he sweeps his blade upwards, destroying a small attacker droid that was clinging to the ceiling.
Obi-Wan
(staring at the remains)
That presence again...
Anakin
Incoming!
Before them, hundreds of droids’ lights flip on, revealing the horde advancing before them. Clicking sounds emanate towards the Jedi as blasters lock into firing position. Numerous ceiling droids, clawed attack arms deployed, advance along the ceiling. The Jedi are trapped, pinned against the rear force field.
Before the Jedi can do anything, the droids open fire, laying down a massive salvo. The Jedi deflect the blasts, but they are many. The droids in the front line activate small force shields on their forearms, using them to deflect the blaster fire the Jedi have ricocheted back at them.
Obi-Wan
We need a way out!
Anakin
We’ll have to make one.
Anakin and Obi-Wan lash out with the Force, blasting a corridor between the droids down the right hallway. The shield droids are knocked aside, and several of the rear droids are struck by deflected blaster bolts, but their armor seems to absorb the shots.
Obi-Wan
Go!
The two Jedi race through the momentarily disabled battle droids, their lightsabers cutting many down as they pass. The droids’ armor is unable to stop the lightsabers.
Just as they clear the robotic force, a ceiling droid drops onto Anakin’s back, its claw blades suddenly whir into spinning saw blades and it attacks. Anakin cries out as it slices into his back.
Obi-Wan snags it with the Force and casts it into a wall. The droid leaps back to its feet and Obi-Wan squeezes his fist, obviously intending to crush the droid with the Force, but nothing happens. He reacts with dismay. The droid leaps at him, but Anakin slices it in half.
The two Jedi make it around the corner and partially down the next hallway. In the distance, the sound of the droids regaining their feet is clearly heard.
Obi-Wan reaches into his pouch and pulls out a bandage for the wound on Anakin’s back.
Obi-Wan
These are unlike any droids I have ever seen... they resist damaging attacks by the Force... only natural lifeforms have any kind of protection such as that.
Anakin
They’re fast... and hard to follow.
Obi-Wan
Yes... my senses are affected when near them. I cannot understand the cause.
The skittering from the other corridor grows louder. Obi-Wan quickly finishes with the bandage.
Anakin
How do we get out of here?
Obi-Wan
We disabled the primary shield generators for the colony, so the force field blocking our exit must be localized to the entrance.
Anakin
(looking at the ceiling)
Then we go up.
Obi-Wan reaches into his cloak and pulls out a pack of detonator charges.
Obi-Wan
Well, we won’t need these to blow their main computer any more.
EXT. ASTEROID MINING COLONY – DEEP SPACE DAY
An explosion blows the roof off a small section of the facility and the two Jedi leap out of it. Mere moments later, the shield droids and a large number of the ceiling droids follow. The shield droids all halt, their chest cavities opening to reveal blaster cannons.
A running fight begins as the Jedi race along the roof, fighting off the scuttling ceiling droids and trading blows with the shield droids, whose localized shields are capable of deflecting the lightsabers.
Suddenly there is a loud alarm sound echoing through the base, followed by a woman’s voice.
Alarm
Danger, air shield disabled, atmospheric venting will commence in 30 seconds.
Anakin and Obi-Wan exchange a quick glance of extreme concern and turn to run for their ships. The droids cascade after them, moving nearly as fast as the Force enhanced Jedi.
The Jedi reach their craft, using the Force to knock back the attacking droids. The droids quickly begin to regain their footing as the Jedi get inside their ships.
Alarm
Five seconds to atmospheric venting.
The Jedi’s canopies close and they both brace themselves. The droids leap forward and the venting suddenly commences as the atmospheric shield collapses.
Jedi ships, droids, and assorted debris are suddenly caught in an intense upward vacuum. The droids, unequipped for space travel, begin floating aimlessly away. Obi-Wan and Anakin’s ships roar to life and head off for the rest of the fleet where the enemy ships are now escaping to hyperspace.
Obi-Wan
Well. That was interesting.
Anakin chuckles into his headset as both Jedi smile. The ships zoom for PALPATINE’S flagship. It sits towards the fringes of the battlefield.
INT. PALPATINE’S FLAGSHIP – SPACE
Chancellor Palpatine sits in the command chair, his fingers steepled. His gaze is on the fleet outside. An OFFICER approaches.
Officer
General Palpatine, you have a private message from Coruscant.
Palpatine rouses from his trance and turns to the Officer.
Palpatine
I shall take it in my quarters.
He is about to enter the elevator, when Anakin and Obi-Wan emerge from it.
Palpatine
Ah, Master Jedi. How good of you to join us. I trust your mission was a success?
Obi-Wan
I’m afraid it was a trap, Chancellor.
Palpatine
Explain.
Obi-Wan
They’re using some new droid models I’ve never seen before. Fast and strong. And they can’t be crushed with the Force.
Palpatine
(concerned expression)
I will inform the Senate of this. Perhaps they will finally see the point I have been trying to make. But don’t worry about it now, Master Kenobi... you look like you need some rest.
He smiles and nods to Obi-Wan, then enters the elevator. The doors close and he is gone.
Anakin
Something troubling you, master?
Obi-Wan
Something is always troubling me, Anakin.
He grimaces a smile. Anakin chuckles.
INT. PALPATINE’S QUARTERS – SPACE
Palpatine emerges from the elevator into his spacious quarters. PADME approaches, carrying a datapad. Dressed attractively, but not revealingly, she is no longer the straight-shaped girl of three years before. She speaks to Palpatine in the tone of an assistant.
Padme
Excuse me, Chancellor.
Palpatine
(amicably, eyes glancing over her figure)
Yes, Padme?
Padme
Senator Tarkin is urgently waiting to speak with you. As are several fleet commanders and most of the rest of the Senate.
Palpatine
I wear too many hats, my dear.
(Padme hands him the datapad)
Now... I do believe your friend, Master Skywalker, is aboard...
Padme’s eyes light up.
Padme
Is he?
Palpatine
Yes... so even this overworked old man wouldn’t complain if you went to see him for a while.
Padme
Thank you, sir!
Palpatine
Think nothing of it.
Padme hurries off. As soon as the elevator doors close, Palpatine’s smile fades and he tosses the datapad onto a table.
He turns and activates the holopad on his desk. The figure of Tarkin appears.
Tarkin
I trust your little off-world foray is coming to an end soon?
Palpatine
(lip curling)
Is it so difficult to keep the Senate in check while I’m away?
Tarkin
You are chancellor now, sir. You can’t stay away for long.
Palpatine
I’m well aware of that, Tarkin. Rest assured I shall be returning soon.
Tarkin
(conspiratorially)
How did it go?
Palpatine
This line is not secure enough for idle talk, Tarkin. But it did go well. Only a few more steps remain.
Tarkin
I look forward to your return.
His hologram flickers out. Palpatine leans back in his chair, smiling.
INT. DROID FACTORY – DAY
COUNT DOOKU descends from a stairwell onto the observation platform. GENERAL GRIEVOUS, a hulking cyborg alien, stands on the platform near Dooku. Various, more human-sized, ALIENS are nearby.
Below, a gigantic assembly line is churning out battle droids of the models seen by Obi-Wan and Anakin.
Dooku
Most impressive. How many units are you producing daily?
Grievous
This is our primary facility, producing 10,000 daily. We have considerably smaller production lines at a few other sites.
DOoku
Still... they are droids.
Grievous
Have you not then seen the specifications or the results of the recent battle tests?
Dooku
I understand that the Jedi escaped. Not exactly a successful test.
Grievous
We did not intend their destruction at this time, Count Dooku. They must report back, after all.
Dooku
Granted. Perhaps you should show me these specifications then.
Grievous leads the group into another room. A large hologram projector sits on a platform near Grievous’ control station. He presses some buttons and an image of the weaker battle droids appears on the projector.
Grievous
Grunt type X67
The hologram simulates the armor absorbing multiple shots before the droid is destroyed. The hologram switches to the ceiling droids, displaying their movement and a simulated attack against a human.
Grievous
G56 Scuttler. Assassin droid, armed with twin reciprocating vibro saws and backup blaster.
The hologram switches again, revealing the shield droid. The hologram shows the shield droids, their shielding, and their chest blasters. In the hologram, the droid takes on a Jedi at close range, deflecting the lightsaber and finally scoring a direct hit with its chest cannon.
Grievous
M85 Command Unit. We call them “Jedi Slayers.” Their localized shielding makes them far less expensive than destroyer droids but still capable of repelling blasters and lightsabers. Their chest cannon is usable at close or long range.
Dooku regards all this with interest. An ALIEN looks skeptical.
Alien
But they are still droids. Any Jedi could easily crush those little scuttlers with the Force, or even those big ones.
ALIEn 2
And there is another reason why droids have never replaced soldiers. They are too expensive and dependent on programming.
Grievous chuckles and taps a few more keys on the control pad. The display switches to a strange looking computer chip.
Grievous
Gentlemen, I present the latest in computer processors: the Organic Neuron Chip.
Dooku smiles as the others gasp.
Grievous
Combines the speed of the brain with the efficiency of a computer.
(he taps his own head)
Each droid is fully capable of independent, learned battle behavior, as well as being able to instantly communicate information to its fellows, and at one tenth the price this technology used to cost. And, of course, they now cause a Force ripple, rendering them immune to a Jedi’s ability to crush non-living objects.
Alien
But how can you produce computer chips with organic components? You’d have to harvest the material from people!
Grievous
No... thanks to the miracle of cloning.
He leads them to another room, where massive tanks are revealed. Brain matter can be seen growing inside them.
Grievous
We can clone just what we need, when we need it. Our droids are now the most powerful army in the Galaxy.
Dooku
(turns to the other aliens)
And so, now that you have seen... what is your answer?
The aliens turn and confer with each other. The first Alien steps forward.
Alien
The Separatist Alliance can count on our support.
INT. PALPATINE’S FLAGSHIP COMMISSARY – HYPERSPACE
Obi-Wan sits at the bar, a drink in hand. He seems lost in thought. Behind him, toward the rear of the room, Anakin stands up as Padme enters. The two embrace happily. It is obvious they are two long-time friends, glad to be reunited, but this time there is something... more.
Obi-Wan half-turns in his chair, regarding this with half-concerned, half-bemused interest. He takes a long drink.
EXT. CORUSCANT AIRSPACE – DUSK
Palpatine’s flagship and the rest of the fleet decelerate from hyperspace into orbit around the planet. Palpatine’s ship begins its reentry.
INT. PALPATINE’S FLAGSHIP – BRIDGE
Palpatine is again seated in the command chair. The primary communication screen shows the face of a high-ranking officer, ADMIRAL DARKA.
Palpatine
You have command of the fleet, Admiral. The Senate will require my presence for some time.
Darka
Thank you, sir. We’ll depart as soon as we resupply. Darka out.
Darka disappears from the screen.
EXT. CORUSCANT – DUSK
Palpatine’s flagship sets down on a large landing platform.
INT. SENATE CHAMBERS – DUSK
The Senate is in heated argument. Tarkin, serving as deputy chancellor, is frustrated. Senator MON MOTHMA of Chandrila, currently has the floor.
Mon Mothma
...and so I ask you, free peoples of this
She finishes, but there is nary a pause before Senator MALPIN of Malastare floats forward.
Malpin
You state these lofty ideals, Mon Mothma, but I don’t see your homeworld under siege by the Separatists. I don’t see the Trade Federation embargo cutting off Chandrila from shipping. This is war!
Mon Mothma
I do not argue against the war, Senator. I argue against the methods used to fight it.
Malpin
If we do not expand our armed forces by these methods, and soon, our borders will be overrun! Do you have a better plan than a clone army?
Mon Mothma does not have an immediate answer. Senator BAIL ORGANA of Alderaan floats forward.
Bail Organa
The plan may or may not work, Malpin. But it will do nothing to relieve our people’s crushing debt or restore our vanishing freedoms.
Malpin
When Alderaan is in ruins, Organa, then you can speak of vanishing freedom.
Bail Organa
One might say a good many things in this Republic are already in ruins, Senator.
He halts his speech after a significant look from Mon Mothma, who is still floating nearby.
Bail Organa
But you are correct. We must stop at nothing to preserve the Republic. And if clones are the only option...
He is cut off as the main entrance doors fly open, and Palpatine strides in.
Tarkin
All rise for the chancellor!
The senators stand. Palpatine raises his hands as he climbs into his floater booth and the senators retake their seats, with the exception of Bail Organa, Mon Mothma, and Malpin.
Palpatine
I can’t say that I am surprised this debate has continued this long. Three years, three different pieces of legislation... how could it be settled quickly? We are speaking of putting the safety of our people in the hands of clones.
(he pauses, looking back and forth)
But we no longer have any choice. On a recent mission, two Jedi Knights were nearly slain by a new threat from the Separatists... a droid army more powerful than any yet encountered. The hard data on these new droids will be forthcoming soon, but rest assured, with a working, economical army of droids, the Separatists will overrun us at every turn.
Malpin
Our Republic will be destroyed!
Palpatine
Indeed. And that is why, despite any moral indignation, we can no longer tarry, no longer delay. The threat is upon us. We do not possess the droid technology of the Separatists. We must match their force with equal or greater numbers.
(he gazes around the Senate)
Our best, last hope... are clones!
The senators stand, cheering. Though not all are doing so, it leaves little doubt which way the wind is blowing. Bail Organa claps with the others, though Mon Mothma does not. The cheering dies down.
Tarkin
The chair will allow 20 minutes for party caucus.
The senators all begin to file out. Mon Mothma and Bail Organa meet up outside the main chamber.
Bail Organa
You keep reminding me to put on a happy face for the chancellor, but you’re telegraphing your opinion with turbolasers.
Mon Mothma
You’re best at playing both sides, Bail. He’d see right through me.
Bail Organa
I’m simply worried you’re taking too many chances.
Mon Mothma
We have to stop this bill, Bail. Our Trade Federation forces are already outnumbered. And now we add clones to the mix?
Bail Organa
There is one thing the chancellor has not considered. This measure is inherently unconstitutional.
Mon Mothma looks unconvinced. A MESSENGER BOY runs toward them as they come outside.
MESSENGER BOY
Senators! Urgent message from Senator Bel Iblis!
Mon Mothma and Bail Organa share a look of great worry. They follow the boy at a run.
EXT. KUAT AIRSPACE – DAY
The Trade Federation Starfleet, commanded by ADMIRAL ACKBAR, is under attack by the Republic. The battle is not going well for the Trade Federation. Orbiting the nearby planet, Kuat, are a number of gigantic space stations containing shipyard facilities. These are owned by the Kuat Drive Yards Corporation which builds capital warships, the largest battleships in space.
Ackbar’s flagship, under heavy assault by Republic Battle Cruisers, attempts to evade pursuit by a fighter squadron. It dives between two Republic dreadnoughts, their ion fire accidentally strikes several fighters. These fighters crash into the dreadnoughts. The stern end of Ackbar’s ship strikes one of the dreadnoughts, an explosion follows as part of the stern is lost.
INT. MON MOTHMA’S HOME – DAY
Mon Mothma and Bail Organa stand with great concern in front of the holo projector. The image of SENATOR GARM BEL IBLIS shimmers as his ship takes a hit, and he staggers.
Mon Mothma
Garm... what happened?
Bel IBlis
(static)
Surprise attack —
(static)
— lost the shipyards —
(static)
— heavy damage.
Bail Organa
Can you get out of there, Garm?
Bel Iblis
(static)
Ackbar —
(static)
— doing his best.
(static)
— us luck.
Mon Mothma
(bowed head)
Good luck, Garm.
The image flickers out.
Bail Organa
If we lose our ships there...
MOn Mothma
(closes her eyes)
Then it may be the end of the Trade Federation.
INT. ACKBAR’S SHIP – DAY
Bel Iblis staggers out of the holo projector room and up a large hallway just as the entire ship lurches from hull damage. Other CREWMEN in the hall are dashed to the floor. Bel Iblis catches himself and makes his way into the bridge room.
Ackbar sits in his command chair. Other OFFICERS are flustered by the battle, but doing their jobs.
Ackbar
(into shipwide communication)
Concentrate all fire on the starboard dreadnought.
INT. CORELLIAN CORVETTE – DAY
A CAPTAIN receives Ackbar’s command and motions to the crew.
Captain
On it, Admiral.
EXT. KUAT AIRSPACE – DAY
Ackbar’s ship is still being pursued. Its turbolasers destroy a number of fighters as it finally clears a nest of Republic dreadnoughts. In the clear, it joins the other Trade Federation capital ships to concentrate fire on one of the dreadnoughts, destroying it in a massive fireball.
INT. REPUBLIC FLAGSHIP – DAY
Admiral Darka, sitting in the command chair, looks rather annoyed.
OFFICER
Sir, we just lost a dreadnought.
Darka
I’m well aware of that, lieutenant. Assume blockade formations, they will not escape this sector. Status on the interdictor cruisers, Mr. Barrow?
Barrow
ETA is two minutes.
Darka
Block them in and keep them close to the planet.
(grin)
Let’s see them get out of this one.
EXT. KUAT AIRSPACE – DAY
The attack on the Republic dreadnought has served to entrap the Trade Federation fleet. As ordered, the Republic ships move to surround them.
INT. ACKBAR’S SHIP – DAY
Bel Iblis has reached Ackbar’s chair. He leans over the commander.
Bel Iblis
So much for diplomatic missions.
Ackbar
They’re blockading our exit... it’s a trap.
Bel Iblis
Then interdictor cruisers can’t be far behind.
Ackbar
We’re too close to the planet to make the jump to hyperspace.
Bel Iblis
(nods)
We have one last thing they haven’t counted on...
(Ackbar gives him a skeptical look)
A member of the Senate Armed Forces Committee!
(he indicates himself with his thumb)
INT. REPUBLIC FLAGSHIP – DAY
Darka
Direct all ships to hold their fire... all power to shielding until the interdictors arrive.
EXT. KUAT AIRSPACE – DAY
The Republic cruisers move into a spherical blockade formation, surrounding the Trade Federation fleet as they try to escape.
INT. ACKBAR’S SHIP – DAY
Bel Iblis has moved over to the COMMS OFFICER.
Bel Iblis
(indicating two ships on the tactical console)
Issue code 699745 delta to those two ships.
Ackbar
Senator?
Bel Iblis
It’s a backdoor system into their computers... to prevent enemy capture.
(the comms officer transmits the signal)
It deactivates their shields.
Ackbar
(pressing the fleet-wide comms button)
All ships focus fire on my mark!
INT. REPUBLIC FLAGSHIP – DAY
Barrow
Sir! Two of our dreadnought’s shields are deactivating!
Darka
(leaping to his feet)
Don’t let them escape! Open fire!
EXT. KUAT AIRSPACE – DAY
The Trade Federation fleet carves a path through the two helpless dreadnoughts, the massive fireballs covering their retreat. Turbolaser fire from the Republic ships lances after them, but in vain. The entire fleet escapes into hyperspace. Seconds later, the interdictor cruisers arrive, but too late.
Darka is scowling heavily. On the screen before him, three interdictors float lazily through space.
Barrow
Interdictors here, sir. I’m afraid their gravity well generators aren’t going to be able to pull the Trade Federation Fleet out of hyperspace at this range.
Darka
(nods, deep in thought. He turns to Barrow)
Mr. Barrow... how were the shields deactivated?
Barrow
Limited data, sir... however... indications point to Republic backdoor code 699745 delta.
Darka
Give me a line to Chancellor Palpatine. It would seem he has some senatorial traitors to ferret out.
The Jedi council members sit in their chairs in the
brightly lit chamber at the top of the
Mace Windu
An army of droids capable of independent, strategic thought? This is what you’re telling us, Obi-Wan?
Obi-Wan
I’m afraid so.
Yoda
At an impasse we are. Take on armies, the Jedi cannot.
Mace Windu
This has certainly given Chancellor Palpatine fuel for his cloning bill.
Anakin
You don’t think it’s important to restore order?
Mace Windu’s eyes narrow in annoyance towards Anakin’s interjection.
Mace Windu
With all respect to the chancellor, I must admit I feel hesitation toward many of his policies.
Ki-ADI-MUNDI
It is not our place to judge the chancellor’s actions. We are the defenders of the Republic, not its legislators.
Yoda
Risky business, interfering in the Senate is. But uncover the chancellor’s intentions, we should.
Mace Windu
It is also imperative that we discover the true nature of these battle droids. It is a pity that Count Dooku is off-world; he is quite learned in droid mechanics.
YOda
So few to spare, so many at war. Back to the front, most of us shall soon go.
Obi-Wan
Perhaps, masters, Anakin and I can be of help in both these matters.
Obi-Wan pauses as the other Jedi look to him expectantly.
Obi-Wan
We have seen these droids in action and know something of their capabilities. We could investigate them further.
Mace Windu
Folly to send two when one will serve. I believe Anakin may be of more use in another task.
Anakin gives a questioning look. The other Jedi look to Mace, curious.
MACE Windu
I am given to understand that a friend of yours, a Miss Padme Amidala, is in the employ of the chancellor. This could be of great help in investigating him.
Anakin
You’d use Padme for this? Put her in danger?
Mace Windu
This council will determine the proper use of any and all assets, young Padawan. Not you.
Anakin scowls. The council members look to each other, frowning, and finally there are mutual nods.
Yoda
Risky, this plan may be. But necessary, I find. But risk another’s life, the Jedi cannot. Volunteer, Miss Padme must.
Anakin doesn’t look happy, but he nods.
Anakin
Yes, masters.
Mace Windu
And good luck to you, Master Kenobi, in your investigations into these droids. I assume you have a plan in mind?
Obi-Wan
I have a potential lead, Master Windu. With the Council’s leave, I will begin immediately.
Yoda
May the Force be with you both.
Obi-Wan and Anakin bow and both leave the chamber. The holographic Jedi flicker out.
INT. JEDI TEMPLE HALLS – DAY
Obi-Wan and Anakin walk down the halls away from the council chamber. Obi-Wan seems distant, lost in thought, though Anakin is clearly unhappy.
Anakin
They think they can just do whatever they want-
obi-Wan
Well, there is some reason to be suspicious of the chancellor’s actions.
anakin
What about being suspicious of Mace Windu’s actions?
obi-Wan
Mace? I have never met a man so honorable.
anakin
Honorable? Is that why I’m to lead a spy operation against the chancellor of the republic we serve?
obi-Wan
Of course not.
Anakin
And if we bring him down, then what? Anarchy? Is that Windu’s goal?
obi-Wan
Anakin, listen. There are many political aspects of this you don’t yet understand... wheels within wheels.
anakin
And even though Padme is to risk her life in this, neither she nor I is to know what’s happening with these... wheels?
Obi-Wan
The Jedi do not make these decisions lightly, Anakin. And they will not put her in danger against her will.
Anakin
Nonetheless...
Obi-Wan
I know. And I know I don’t need to tell you—
anakin
To protect her? I’d give my life.
obi-wan
Understood. But if there is any trouble,... I want you to bring in the Council.
Anakin
I can keep her safe, master.
Obi-Wan
I’m sure you can... but please... take no undue risks.
(pause)
There is one more thing, Anakin. As a Padawan, you are not bound by all of our rules yet, but, well... certain... attachments... are rather frowned upon.
anakin
(grimace)
The Oath.
Obi-Wan
Yes. Consider what you really want from life before you decide to undergo the trials. Because they will make you decide between being a full Jedi Knight... and those you care for.
aNAKIN
Have you ever regretted it, Obi-Wan?
Obi-Wan
(quickly)
That is neither here nor there, Anakin. We both have missions to undertake.
(holds out his hand)
Good luck.
anakin
(shaking hands)
And you.
Obi-Wan heads for the hangar bay.
Anakin
(calling after him)
Master!
Obi-Wan turns to listen.
Anakin
Take R2 with you.
(Obi-Wan gives him a look)
Just in case you see any more of those droids.
Obi-Wan nods his thanks and departs. Anakin watches him leave.
INT. DARKENED CORUSCANT HOME – NIGHT
DARTH SIDIOUS sits in a large chair, his fingers steepled in thought. Count Dooku enters.
Dooku
Did the cloning vote go as you expected?
Sidious
Mostly... nearly unanimous.
(thoughtfully)
And some support that I did not expect.
(pause)
However... a few senators, along with a biased reporter, Nils Scrivant, have raised a troublesome point – that the measure violates the Republic’s Constitution.
Dooku
A trifling matter... the Courts should deal with that little problem. After all, you appointed many of the judges. And the media... all but Scrivant are so afraid you’re going to black out the news for wartime reasons, they’ll print anything you want. You could even talk to Scrivant’s editor at Coruscant Live; he owes you.
Sidious
Yes, but don’t you see? All that – media, courts, senators – all that amounts to delay. And I can brook no more of that.
(he stands, looks out the window)
Other, more base, tactics may be necessary.
Dooku
Give people a fresh taste of the Separatist threat?
Sidious
More than a taste this time, my friend.
(he looks toward the Senate building and the
It may be time to alter the balance of power.
(he turns, lowers his hood. He is Palpatine)
How else am I to become Emperor?
Yoda is deep in meditation, his odd face scrunched in concentration. There is a feeling of great power about him, even somewhat visible. Mace Windu enters quietly through the open door. Yoda’s eyes open.
Yoda
Active, he was again, his eyes on our very
MAce Windu
You think this Sith Lord is in the city?
Yoda
Little doubt, I have. But cloaked by the Dark Side he remains.
Mace Windu
Do you think we are in danger?
Yoda
(eyes narrowing)
When involved the Sith are, few are not.
EXT. OBI-WAN’S SHIP – HYPERSPACE
Obi-Wan sits in the cockpit, readouts from R2 displaying on his screen. The droid is in his socket on the outside of the ship.
The ship descends from hyperspace. Below them is a blue-green world, half in shadow. Very Earth-like, the planet’s dark side is speckled with the lights of cities. This is Chandrila.
Obi-Wan
Chandrila. It’s been a long time.
The small ship flies toward the surface.
EXT.
CHANDRILA – DAY
Obi-Wan’s ship lands at the edge of a city, in a large parking area for starships. The planet is nicely landscaped, much more appealing than Coruscant. Obi-Wan and R2 exit from his ship.
The two move away from the parking lot towards the heart of the city.
EXT. CHANDRILA DOWNTOWN – DAY
Obi-Wan and R2 continue down the busy streets. Thousands of shoppers are about, humans, aliens, and droids. A surprising number of storefronts are empty. Many others have “Going out of business” signs.
Obi-Wan and R2 reach a nondescript store with a small painted sign, reading “Varrum’s Droids”. Obi-Wan leads the way inside.
INT. VARRUM’S DROID STORE – DAY
Obi-Wan enters the store, followed closely by R2. Droid parts and ready-made, deactivated droids line the numerous shelves. A SHOPPER is currently haggling with the owner, VARRUM over a piece of hardware.
Varrum is a large, boisterous man of about 50. Obi-Wan smiles and begins examining the shelves. The Shopper finishes his dealing, pays, and leaves.
Varrum
(with a glance at Obi-Wan from behind the counter)
Need help findin’ something?
Obi-Wan
I believe I have found him.
Varrum
(he looks closer at Obi-Wan)
Ben? Ben Kenobi?
Obi-Wan
(smiles)
Been a long time, Varrum.
Varrum hops around the countertop, hurries to Obi-Wan, and scoops him up in a big bear hug. He is quite a bit bigger than Obi-Wan. He finally sets the Jedi down, and Obi-Wan has to catch his breath.
Varrum
Haven’t seen you since you headed off to the Jedi school on Coruscant. Looks like ya made it though, eh? Look at you in that robe! And is that a real lightsaber?
obi-Wan
(quietly)
It is.
(looking around at the droid parts)
And you... this store... you own it?
varrum
Yeah, real impressive, ain’t it?
obi-Wan
Umm...
varrum
No need to lie. It’s a dump. Times have been tough... taxes and all...
(he pauses with a frown, then grins slightly)
But lately things have been looking up.
obi-Wan
How so?
varrum
Big new manufacturer came round recently. I’ve got a contract to make one of the parts.
Obi-Wan
Parts of what?
Varrum is distracted by R2’s having rolled over to inspect some droid parts.
Varrum
Heh, you a custom model, little guy? Got some interesting mods on your casing.
Obi-Wan
My apprentice, Anakin, built him.
Varrum
Quite the job. Astromechs are complicated little blighters.
(R2 beeps at this)
Heh, this one’s got quite the personality. And, what? Electro shock probe?
(he whistles at it)
Must have quite the fuel matrix. And look at this backup power supply. He’s not for sale, is he?
Obi-Wan
(quietly)
I didn’t come here to sell anything.
varrum
Or to buy, either, from the looks of it. And you haven’t even asked about Telly.
Obi-Wan
I know.
Varrum
Ah, but you thought about asking, didn’t you?
Obi-Wan looks away, painfully. There is a pause.
Obi-Wan
(turns back to Varrum)
I’m sorry, Varrum. This wasn’t just a social call.
INT. VARRUM’S HOME (BEHIND THE STORE) – DAY
Varrum gestures for Obi-Wan to sit at the kitchen table as he prepares drinks in the kitchen. He talks with Obi-Wan through an interior window in the wall to the kitchen.
Varrum
New battle droids, huh? I’d’ve thought they’d gone out of style. Too expensive and all.
Obi-Wan
Well, either someone has deep pockets or they’ve found cheaper production methods. This new manufacturer you mentioned... What do they make?
Varrum
Well...
(he pauses, Obi-Wan looks expectant)
Truth is, I don’t really know. They said no questions, they gave me cash up front... I said OK.
obi-Wan
I see...
(he looks quite troubled)
Varrum... this has to do with that project of yours, doesn’t it?
Varrum
You remembered, huh?
Obi-Wan
I confess that is part of the reason I came here first.
Varrum
Well look, Ben. I’d been working on that Neuron Chip for years. Sunk a lot of money into it, you know? But I must have misjudged the market. They didn’t sell.
Obi-Wan
Jamming a chip into one’s brain isn’t the most appealing thought.
Varrum
Well, if you say it like that, yeah. But it’s an enhancer. Anyway... like I said, they didn’t sell..
He takes a drink. Obi-Wan waits expectantly.
Varrum
But these guys... they wanted the chips. They wanted a lot of them. So I’ve been making them.
(pause as Obi-Wan frowns)
I’m starting to get the feeling I didn’t do such a good thing.
Obi-Wan
Varrum... these battle droids... they could be the most fearsome thing ever constructed in the Galaxy.
They both take a drink, Varrum looks quite troubled.
Varrum
The guy comes once a month. He drops the cash, I give him the chips. I don’t know where he takes them.
Obi-Wan
When is his next pick-up?
Varrum
You’re in luck there. He’s due back tonight.
Obi-Wan
(standing)
Then I’m going to need your help. Do you still have the Cloaker?
Varrum
Sure, though it’s getting a little old. Why?
Obi-Wan
I’ll need it.
Varrum
OK. That’s all?
Obi-Wan
I’ll pay, of course. Republic credits.
Varrum
Oh, blast you, that’s not what I mean.
Obi-Wan
How is she, really? I haven’t seen her since she dropped out of the Academy...
Varrum
She’s OK. I worry about her, though. She goes on and on about the Republic... what it’s doing. At first it was just protests, but lately...
Obi-Wan
Lately what?
Varrum
You’d better go. Maybe next time you’ll see her.
Obi-Wan
Yes. Next time.
He looks out the window, lost in thought.
INT. PADME’S APARTMENT – NIGHT
Anakin waits outside Padme’s apartment, nervously rocking back and forth on his heels. He wears his Jedi garb, though he is carrying a bouquet of flowers. Padme opens the door, craning around the corner with a sleepy look. It quickly changes to a surprised look.
Padme
Anakin! I’m not dressed!
She slams the door, Anakin drops the flowers in a shocked fluster, his cheeks flushed. He stoops to retrieve the flowers, but then stops. He sits on the floor instead, focusing his gaze on the flowers, concentrating. They collect themselves and hover in front of him. The door reopens, revealing Padme in a nightgown.
Padme
Oh, are those for me?
Anakin
(tries a smile and floats the flowers to her hand)
I didn’t mean to wake you...
Padme
Oh, I took a shower and fell asleep on the couch. Just been really tired lately...
(she smells the flowers)
Oh, where did you get these?
Anakin
(still on the floor)
Um, well, there was this guy outside the front, and he said they were from Alderaan or something.
Padme
Oh, silly! Come inside!
She opens the door wider and Anakin comes inside. It
is not a large apartment, but it is comfortable. It also sports a small balcony
overlooking the city in the direction of the Senate and
Padme puts the flowers in some water.
Padme
Why didn’t you call?
Anakin
I don’t know. Obi-Wan left, I’m not sure what I’m— Do you want to go somewhere?
Padme
I’m not sure, I’m pretty tired...
Anakin
Oh. OK.
Padme
(laughing)
I’m just kidding. Let me go get dressed.
EXT. CORUSCANT STREETS – NIGHT
Anakin and Padme walk along the skyways, a huge series of interconnecting sidewalks in high tunnels that connect the buildings together. It substitutes for a street, since the long disused actual streets of Coruscant lie far below, and the repulsorlift vehicles zoom about the skyways all about.
Padme is dressed much more appealingly than she dresses for work. She wears a short skirt and halter top.
Padme
It seems like I get out so little these days, Chancellor Palpatine keeps me so busy.
Anakin
He’s really been focused on that cloning bill.
Padme
Yes, that’s been his obsession. I don’t much like it.
Anakin
Why not?
Padme
I don’t know. Clones, I guess. They’re just so...
(she shivers)
the same.
Anakin
You don’t have to work for him, you know.
Padme
(smiles)
Oh, it’s not so bad. He’s a real good boss, and he just wants to protect the Republic. Besides, I get to see you!
Anakin
(frowns)
Sorry I’m away so much.
Padme
(kisses his cheek)
You’re sweet. But I understand! You’re a Jedi and all.
Anakin
(shoves his hands in his pockets)
Well, not totally. Not yet.
Padme
And I know your mom sees you even less than me, being off on Corellia and all.
Anakin
Yeah... But she does have 3PO.
Padme
Something else is bothering you.
Anakin
(grimaces)
The Council, they... sent me.
Padme
Sent you? For what?
anakin
This is really hard.
Padme
It’s OK. I’ll understand.
Anakin
(brightening)
You will?
Padme
I know you, Anakin. You wouldn’t do anything to hurt me.
Anakin
Never.
INT. DROID FACTORY – DAY
General Grievous is receiving a comm hologram from Count Dooku on his wrist communicator.
DOOKu
The time has come to strike our first mighty blow at the heart of the Republic. You are to deploy your troops into the very heart of Coruscant.
Grievous
(chuckles)
Ah... just the sort of battle we have been craving. What is the target?
Dooku
There are two. The
Grievous
Destroy them?
Dooku
If the opportunity presents itself. At the least, demonstrate our power and slaughter as many as possible.
Grievous laughs hideously as the comm winks out.
EXT. CHANDRILA AIRFIELD – NIGHT
Obi-Wan, Varrum, and R2 are finishing up with the Cloaker, a small, squat ship painted jet black. R2 boosts into his cradle and Obi-Wan begins punching in commands on the control console. Varrum slams the front access console down, finished with some modification.
Varrum
Well, that sensor cloak is a little outdated, but it should keep them from noticing you, so long as you stay far enough back. And be careful with that hyperspace boost. If you catch their wake wrong...
He trails off as he notices TELLY running up in a distinct hurry. She is a beautiful woman, about Obi-Wan’s age (28ish).
Telly
Ben, wait!
Obi-Wan
(with a nod at Varrum)
I’ll be careful.
Varrum nods as Telly arrives. The big man leaves them alone.
Obi-Wan halts his prelaunch sequence. He looks down at her.
Obi-Wan
I thought I’d know what to say.
Telly
(shakes her head)
I thought so too.
Obi-Wan
I have a duty to the Republic, Telly. You know that.
Telly
I know that’s why you stayed at the Academy. That’s why I left it.
Obi-Wan
You know I agree with you. I don’t like the change that’s come over the Republic.
Telly
The Republic... a poor name for a dictatorship.
Obi-Wan
You still don’t mince your words.
Telly
Are you blind, Ben!? It’s more than just a change! Palpatine is setting himself up as some kind of Emperor!
Obi-Wan
He may be a bit power-hungry, but I don’t—
Telly
The war with the Trade Federation, Ben? Why do you suppose he advocated so strongly against the slightest negotiation? General Antilles was the man who led the political campaign against Palpatine to take back the Senate! It was Palpatine who dismantled our military engine only to now claim he needs clones to rebuild it!
Obi-Wan clenches his jaw.
Telly
It’s all about power, Ben! He’s taxing my father 50% on his income! He can barely afford to stay open. You think this oppression is going to end?
Obi-Wan
(defensive)
There are still elements worth saving.
Telly
“A Jedi’s duty is to honor and goodness, not the law.” Isn’t that right?
Obi-Wan
You’re quoting the Jedi Code.
Telly
Then when you realize where you’ve strayed, maybe you’ll see what must be done.
Obi-Wan
What are you trying to say? Oppose the Republic?
Telly
(shaking her head)
Nevermind. You have work to do, don’t you?
Obi-Wan
I’m sorry, Telly.
She stands and watches as Obi-Wan’s canopy closes, the ship’s engines roar, and he blasts into space.
INT. PALPATINE’S OFFICES – DAY
Palpatine sports a surprisingly smallish office on Coruscant. Padme’s desk is basically a receptionist/secretary. Palpatine’s own office, in which he is currently sitting, is divided off from the front room.
Anakin and Padme enter through the main door, Palpatine watching them through their reflection in the window. Padme carries a bag. They enter his office and he turns his chair to face them, smiling ingratiatingly.
Palpatine
Well, Miss Padme, is this Anakin Skywalker?
Padme
Yes, sir. He’s been wanting to meet you, and I thought there wasn’t any harm in bringing him along today...
Palpatine
(smiling)
Of course not.
(to Anakin)
Words of your exploits have crossed my desk a number of times, young Skywalker. Defeating Sith Lords, protecting the city from destruction, facing off against the droid armies of the Separatists... quite the resume for one so young.
Anakin
Well, thank you.
Palpatine
No need to be so modest... Jedi can be so rigid that way, and I find it so dull.
(standing)
But come! We should all get lunch, have a little chat. That is, if young Skywalker has free time in his schedule?
Anakin
No, I’m not busy.
Palpatine
Excellent.
Padme
Actually sir, I had a bit of a backlog on the trade reports and some edits to do on your new speech.
Palpatine
Ah, of course. So efficient you are, my dear. Well, no matter. Anakin and I shall attend lunch then, if you don’t mind?
Padme
(with a glance at Anakin that Palpatine can’t see)
Oh no, of course not. Have fun!
Palpatine
(smiling)
We’ll be sure to bring you back something.
Palpatine puts a hand on Anakin’s shoulder and leads him towards the door, already going off on some kind of lengthy explanation. Padme waits until after they have disappeared, then swings around to Palpatine’s side of the desk, where his computer is. She begins looking through his records and personal files.
INT. RESTAURANT – DAY
Palpatine sits across a table in a fancy eatery, pontificating on some kind of fine point. They have drinks in front of them.
Palpatine
So, as I’m sure you must agree, people must be governed.
Anakin
You can’t have anarchy.
Palpatine
No, no, of course not. People are so very untrustworthy, so self-serving. It is a wonder that our economy still survives.
A WAITER arrives, providing them some sort of scrumptious meal. He departs.
Palpatine
Take our waiter friend, for instance. Give him sufficient power, and he would inevitably become a dictator. Pay him too heavily, and he will seek your own downfall.
Anakin
The Jedi aren’t like that.
Palpatine
Oh, aren’t they? Don’t Master Yoda or Master Windu abuse their power from time to time? Does not your own teacher, Master Kenobi, presume to dictate to you what you should do?
Anakin looks a bit uncomfortable. Palpatine smiles.
PALPATINE
But of course, not everyone is like that. That is why leaders should be chosen.
Anakin
You mean by election.
Palpatine
Mob rule is such a tyranny of itself. I believe leaders are chosen by fate. Or perhaps... by themselves.
He smiles as he cuts off a small piece of meat and eats it. He gives the impression of a giant devouring a helpless man. Anakin eats a small amount, still looking uncomfortable.
Palpatine
But come... tell me of your exploits. Tell me of... Darth Maul.
Anakin shudders briefly at the memory, but not in total revulsion.
Anakin
I don’t like to talk about that.
Palpatine
Come, come... I know it must be somewhat painful, but in the end, it was a triumph, was it not? You should be proud.
Anakin
It’s not that.
Palpatine
(as if he knows the true answer)
No?
Anakin
Jedi aren’t supposed to revel in death... but—
Palpatine
(wants Anakin to say it)
But?
Anakin
(wincing)
I enjoyed killing him.
Palpatine leans back in his seat, seemingly satisfied. Anakin takes a long drink.
INT. PALPATINE’S OFFICE – DAY
A number of documents are printing out from Palpatine’s computer. Padme is hurriedly collecting them, her eyes on a nearby clock. She grabs the last and hurries to her own desk, stuffing the papers in her bag. Moments later, Anakin and Palpatine return. Anakin is carrying a box of extra food.
Palpatine
We must do this again sometime.
Anakin
Sure.
Palpatine catches Padme’s eyes. He studies her only briefly, with deep concentration before smiling disarmingly.
Palpatine
(to Padme)
My dear, you look positively exhausted. Why don’t you take the rest of the day off?
Padme
(relieved)
Thank you, sir.
Palpatine
Think nothing of it.
Anakin and Padme leave, Palpatine watches them. He sits down, his door closing as he stares at it. He presses a comm button.
Palpatine
General Grievous... I wish to remove someone from the droids’ do-not-kill list.
Grievous’ Voice
Who?
Palpatine
Miss Padme Amidala.
Yoda, Mace Windu, Count Dooku, and a number of the other Jedi Masters are in attendance, including DJINN ALTIS, an elderly human Jedi Master. Each has a sheaf of documents. Anakin and Padme stand to one side.
Yoda
Most grave, this is. And disturbing.
Ki-Adi-Mundi
These documents show he began introducing clone troops into our armed forces months ago! But the Senate vote was only this week!
Dooku
Come, come now. Let us not be too hasty.
These early orders for clones may go against protocol—
mace windu
You mean the constitution.
dooku
- but they also indicate his level of concern for the Republic’s well-being. As the Senate continues to delay, valuable time is being lost in which to grow an army.
KIT FISTO
An Army to defend a republic or a dictatorship? There are also statements about controlling the press, confiscating personal weapons, even arresting citizens without warrants.
dooku
We’re at war, Kit Fisto. Extreme measures sometimes are called for. Surely you wouldn’t wish to tie the chancellor’s hands.
DJINn altis
Spoken truly, Count Dooku. I can’t believe what I’m hearing from my colleagues.
MACE windu
Then perhaps either of you can explain this paper under Palpatine’s personal seal, titled “Operation Night Storm.”
“Darth Tyrannus... the time has come to reveal your true allegiance and destroy our enemies. The General is ready when you are.”
Ki-Adi-Mundi
Darth Tyrannus? That sounds much like a Sith Lord.
KIT FISTO
And what general does he mean?
Yoda
(grimly)
Ponder on this, we shall.
Mace Windu
(nods, then glances away)
You may leave now, Anakin. Padme.
Anakin
So that’s it? You’re just going to convict a brave defender of the Republic based on this? And what about Padme? Will she not at least receive a thank you for risking herself to bring you this?
Mace Windu
(coolly)
From what you tell me, the chancellor has no way of knowing it happened. Now please, Anakin, we of the council have much to discuss.
Anakin nods his head gruffly and Padme curtseys. The Masters bow their heads and the two leave. Dooku turns to his fellows.
Dooku
Such suspicions you hold of the leader of your own Republic. To even consider defying him... As Jedi, we have ever obeyed the Republic’s laws.
mace windu
It’s not the Jedi who are breaking laws here.
Yoda
(with a grave expression)
Bound to the Force are we. To our own code. If the Republic does not follow, then we follow not the Republic.
Dooku says nothing, his face not betraying his thoughts.
EXT. CHANDRILA AIRSPACE – NIGHT
Obi-Wan sits in orbit, his ship nearly invisible with its dark painting. Before him, a YT-1300 cargo freighter breaks out of the atmosphere, heading quickly away from Chandrila’s gravity well.
Obi-Wan
That’s our target, R2. We have to slip into his hyperspace window.
The Cloaker follows the freighter, moving like a shadow in the black of space. The freighter jumps to hyperspace, and the Cloaker follows, slipping into the hyperspace wormhole just before it closes.
EXT. BELGAROTH AIRSPACE – DAY/NIGHT
The freighter comes out of hyperspace, followed immediately by the Cloaker, which returns to normalspace just before the window closes. Inside, Obi-Wan lets out a sigh.
With a burst from its sublight engines, the freighter heads toward a nearby planet, Belgaroth. The planet is not very pretty. Even from orbit, it appears grey and desolate. Scraps float about in the space around the planet, bleakly orbiting the planet in their own slow rotations. A number of scrap-recovery vessels can be seen, poking among the space-borne debris.
Obi-Wan
It would seem we’ve been led to Belgaroth, R2. This is where ships and droids go to die. Moderately better than just outright trashing, I suppose... but amazing that anyone would still live here.
R2
(beeps his agreement)
Obi-Wan
Let’s follow him to the surface. Keep a good distance.
The small ship drifts along, its low-powered engines barely visible as it stays hidden in the starscape. They follow the freighter as it makes a partial orbit, then heads for the surface. They follow.
INT. DROID FACTORY – DAY
A TECHNICIAN approaches General Grievous as he observes the machinery.
TECHNICIAN
Sir, Captain Malrun has returned from Chandrila.
Grievous
Excellent.
TECHNICIAN
He is pleased to report no trouble... though his ship is acting strangely.
Grievous
Details?
TECHNICIAN
Sluggish response in hyperspace, some sensor trouble.
Grievous
(eyes narrowing)
Have his ship checked out... and put the fleet on stand-by.
TECHNICIAN
(salutes)
Yessir.
EXT. BELGAROTH – DAY
A hidden entrance reveals itself amongst the towering piles of junk. The freighter enters through the massive trapdoor. As the Cloaker nears the surface, its surface color ripples and changes, blending in more effectively with the debris-covered landscape. The small ship slips into the trapdoor just before it closes.
INT. CORUSCANT PLANETARY DEFENSES – NIGHT
Count Dooku strides down the halls, his lightsaber handle bouncing against his leg. He wears a hood, so that from all angles but the front, he cannot be distinguished from any other Jedi.
The Planetary Defense installation controls the planetary shielding and other automatic defenses. Dooku enters a medium sized room, containing two SOLDIERS at their posts. They appear somewhat sleepy.
SOLDIER 1
(turning in his chair)
Eh? Shift just started.
Soldier 1 notices it is a Jedi in his presence and leaps to his feet. He taps SOLDIER 2 who follows suit. They both salute.
Soldier 1
Sorry, sir. Welcome to Planetary Defense Central.
Dooku
At ease, men.
The two soldiers relax.
Dooku
Anything on the deep sensors?
Soldier 2
Just a few blips on the deep space hyperspace indicators, sir, but nothing apparently hostile.
Dooku
And the shields are fully operational? How about satellite defenses?
Solider 1
All fully functional, sir.
Dooku
Good, good. You men do your jobs well.
With one sweep, his lightsaber (green-colored) is unsheathed, activated, and lopping both soldiers in half. Their bodies collapse to the ground, shocked expressions on their faces.
Dooku
(stepping over the bodies and deactivating his weapon)
Almost a pity.
He moves to the control systems and begins working. The indicator displays for the shielding and other defenses begin one by one to register “offline.” Once the job is complete, Dooku departs the room.
As he leaves, the security camera that filmed the entire assault is seen.
EXT. CORUSCANT ELEVATED SIDEWALKS – NIGHT
Anakin and Padme once again are walking along the elevated streetscape. Their arms are intertwined and Padme leans on Anakin’s shoulder.
Padme
Anakin... I don’t like to think about this much, but it keeps coming to my mind. What happens when you stop being a Padawan?
Anakin
(grimaces)
They’ll want me to take the Oath.
Padme
Anakin, I feel like I’m standing in your way. I know you want to become a Jedi... more than anything.
Anakin
(stopping to look at her)
Padme, I—
But he cannot finish. Above them, a Scuttler droid has landed on the domed glass ceiling. In seconds, its spinning blades are out and cutting through the glass. Several more droids land as well, joining in.
Anakin
(thrusting Padme behind him)
Behind me!
His lightsaber ignites and the droids pour through. He is quick, slicing them to pieces. But the victory is short-lived. On the glass above, hundreds droids more land, and head for the opening. Anakin grabs Padme by the hand and they run.
INT. PALPATINE’S HOME – NIGHT
Palpatine is watching from his balcony as thousands of droids of all three models are dropped from arrays of battleships shooting over the city, unmolested by the deactivated planetary defenses. Dooku enters behind him.
Dooku
It is done.
Palpatine
Yes, I know.
Dooku follows Palpatine’s gaze. He is watching the flight, far below, of Anakin and Padme.
Dooku
You have an interest in the boy, Skywalker?
Palpatine
Perhaps.
(pause. He smiles evilly)
If he lives.
EXT. CORUSCANT WALKWAYS – NIGHT
Anakin and Padme have been cut off. Two swarms of droids, in front and behind, have moved in. Anakin is attempting to shield Padme from both fronts simultaneously, deflecting blaster fire from the oncoming Jedi Slayers and Grunts. Scuttlers swarm the floor and ceiling. The perimeter is closing fast. Padme screams as a Scuttler leaps forward and lands in her hair. She shakes it loose before it can attack and Anakin slays it.
Padme
What do we do?
Anakin looks wildly about. He closes his eyes for a moment in extreme concentration. Then, a wave of Force briefly knocks the onrushing horde to the ground. They quickly begin to recover.
Anakin
We’re going down.
His lightsaber shimmers as he slices a circular hole in the floor and grabs Padme. A look of terror crosses her face as they both plummet through the hole.
The freighter passes through a dark tunnel, heading through a large opening into a landing bay. Obi-Wan sets the ship down in the tunnel, out of sight. He climbs out.
Obi-Wan
Stay with the ship, R2.
He reaches the entrance to the landing bay. Below, many droids and soldiers are working to unload the freighter. Many boxes are being removed. CAPTAIN MALRUN, a human, stands by, supervising.
Obi-Wan jumps to the floor behind a pile of crates, still unnoticed. General Grievous enters the landing bay. Obi-Wan begins making his way closer to the freighter and the nearby landing bay exit.
Grievous
Troubles, Captain?
Malrun
Probably something minor, General. Kept picking up sensor ghosts, and it acted funny coming out of hyperspace.
Grievous
Is it possible you were followed?
Malrun
I don’t think so, sir. I didn’t transmit any communications before entering hyperspace, and I entered the destination codes manually.
Grievous grunts, his eyes pass over the bay. Obi-Wan halts behind a crate. Grievous turns back to Malrun.
Grievous
Carry on, Captain.
Malrun
Very good, sir.
Grievous exits. Obi-Wan, skirting the crate-covered edges, stealthily follows him out.
EXT. CORUSCANT STREETS – NIGHT
Anakin and Padme plummet toward the city street, hundreds of feet below. Padme clings to Anakin in horror, his face is set in grim determination. Anakin reaches onto his belt, pulling out a grapple line. He fires for a building. It catches hold and he and Padme swing to the street.
Anakin
Are you all right?
Padme
I think so...
Anakin, satisfied, turns back to the city. Chaos is all about. Several buildings are on fire and the movements of droids can be seen all about, some climbing up the very sides of buildings.
Padme
What happened to the planetary defenses? The shield, the satellites?
Anakin
I don’t know...
He looks to the
Anakin
(grabbing her hand and running for the
Come on!
Inside the
One Jedi is swarmed with Scuttlers, hacking them off with saber and Force, but continuously smothered until one slashes his neck with its saw. Another fights two Jedi Slayers at the same time until they finally break through his whirling blade defenses at close range, their massive blasters throwing him across the room with the impact.
Mace Windu fights like a demon. Droids try again and again to swarm and overcome him, but he casts them off with a mighty wave of the Force. His lightsaber hews through them, the Jedi Slayers unable to keep up with the speed of his attacks. But even he can grow tired. He casts off one last swarm of droids, but they smother him, Scuttler saws humming fiendishly.
But before they can finish him, Yoda appears. He waves his hand, casting hundreds of droids away from the beleaguered Jedi and crashing into the wall. With one hand, he holds them back, pinning them to the wall. Even the mighty Yoda grimaces with effort as so many droids seek to free themselves.
Mace Windu
(staggering to his feet)
Master Yoda...
Yoda
Destroy them quickly, you must!
The pinned droids are dispatched, Yoda falls to his cane in exhaustion.
Yoda
Do that again, I cannot. Overwhelmed we are, by this attack.
Mace Windu
All the city’s defenses are down.
Yoda
(grimly)
Betrayed, we are.
The Jedi turn in dismay as the main doors shudder. The droids are attacking it. Yoda and Mace Windu look to each other, their expressions grim.
INT. DROID FACTORY HALLWAYS – DAY
Obi-Wan follows Grievous’ clanking form as the android makes his way through the halls toward his office. As they near a door, Grievous suddenly turns in Obi-Wan’s direction. Obi-Wan ducks behind a corner. Grievous narrows his eyes, turns, opens the door, and enters. Obi-Wan comes up behind, but Grievous closes the door behind him. Obi-Wan presses his ear to the door.
Grievous’ Voice
Just checking back.
(pause)
No, everything is fine.
(pause)
Yes, I transmitted the cut-off code to Dooku.
(pause)
Good. Let me know.
The conversation ceases, there is a loud clanking sound as Grievous sits down. Obi-Wan leans against the wall, perplexed.
Obi-Wan
Dooku...
His introspection is cut short, however, as sounds of approaching droids reach his ears. He ducks into another hallway and goes through a door.
INT. DROID FACTORY – DAY
Obi-Wan closes the door behind him, listens, and hears the footsteps moving in another direction. With a sigh of relief, he turns, and beholds the massive droid factory.
Thousands of droids are being made on the assembly line, the massive machines creating a dull roar. Huge cloning vats sit by the conveyors, meticulous machines combining the harvested brain tissue with Varrum’s Neural Chips. Once completed, droids hop off the conveyor belts of their own accord and assemble into teams, which, when having a full squad, march off into another room. Obi-Wan is overwhelmed.
Obi-Wan
Oh my.
EXT. CORUSCANT STREETS – NIGHT
Mayhem is on the streets as droids target the fleeing civilians. Repulsorlift cars are shot down, people are tackled and shredded by Scuttlers. Death is everywhere.
Through the carnage race Anakin and Padme, Anakin
destroying as many droids as he can on their way to the
INT. DROID FACTORY – DAY
The innumerable droids below present a bad place for Obi-Wan to be. He turns back to the door, but it opens before he reaches it. It is Grievous, flanked by several dozen Jedi Slayers and several scuttlers.
Grievous
A poor place to hide, Jedi.
(he points to multiple cameras)
What do you think of our little operation?
Obi-Wan
You’re using Neural Chips combined with cloned brain matter to create your droids.
Grievous
(smile)
Very good, Jedi. I’d hate to think you found this place by accident, with no idea of what it is I’ve created.
Obi-Wan
It is a corruption of nature and science.
Grievous
It is the future. No more will you high and mighty Jedi lord it over your “underlings.” No more will droids be mere slaves to the whims of fleshlings. Look at me, Jedi. I am the future.
Obi-Wan
Not if I can help it.
(he ignites his lightsaber)
Grievous
Interesting toy. Did you know I collect them?
Grievous reaches into storage compartments built into his exoskeleton with each of his four arms. From the compartments come four different lightsabers. With a sizzle, each is ignited in turn.
Grievous
There is no escape, Jedi.
(he turns to the droids behind him)
Leave him to me.
Obi-Wan is undaunted. He rushes the android, his lightsaber moving for the attack. Grievous blocks, grinning. Obi-Wan tries again and again, but Grievous blocks effortlessly, switching hands occasionally. Obi-Wan finally halts, catching his breath.
Grievous
My turn.
The android is a terror to behold. He spins the lightsabers in a blur of motion that makes them appear more as buzz saws than blades. He advances on Obi-Wan.
Obi-Wan leaps backward onto the factory floor, landing near one of the large machines. Grievous follows, landing with a foosh from his shock absorbers. The android advances, his sabers buzz sawing again.
Obi-Wan retreats behind a conveyor, which is sliced in two pieces by Grievous. He jumps onto another conveyor moving away. Grievous hurls his lightsaber at the ceiling, striking a support. A section of ceiling collapses, Obi-Wan catches it with the Force, but Grievous leaps forward on the attack. Obi-Wan attempts to block, but the blades catch his arm and his leg. Two sizzling wounds are left. Obi-Wan cries in pain and drops his lightsaber, which Grievous places his foot on. The lightsabers cease their spinning and he points them at Obi-Wan’s neck.
Grievous
Now you see?
Obi-Wan nods. Several droids grab him by the arms, and bind his hands. Grievous turns to a droid.
Grievous
He came in a ship. Find it. And send Captain Malrun back to Chandrila... we have too many loose lips.
(he looks back to Obi-Wan as he is dragged from the room)
I’ve been wanting to try cloning a Jedi...
The front door bursts open to reveal Anakin and Padme, Anakin’s lightsaber blazing. There is no movement. Anakin looks side to side. Blood and droid remains are everywhere. He grimaces.
Padme
Oh my goodness...
Anakin reaches to the floor and retrieves a lightsaber. He hands it to Padme.
Padme
I don’t know how to use this.
Anakin
(grimly)
Just turn it on and block.
They make their way down the silent corridors. Anakin chooses an empty hallway, also devoid of fighting.
Anakin
They must have been cut off.
They reach a door at the end. He opens it. It is the armory. Lightsabers and numerous other weapons line the walls. He grabs a satchel and starts filling it.
Padme
(watching the corridor behind, holding the lightsaber uneasily)
What now?
Anakin
I can sense something upstairs. They need help.
He takes down a very large gun. He grins.
The Jedi are fighting a losing battle, retreating before the droid army. Mace Windu and the other warriors hold the front line, battling the droids as they make their way backwards, toward the council chambers. Yoda fights with the Force, casting droids into each other and using debris as a weapon.
MAcE Windu
We make our last stand in the Council Room.
Yoda
(with a strange look)
Our last stand, it is not.
He points down the hall past the droids. Anakin and Padme stand there, the droids unnoticing. Anakin wears the huge gun on a shoulder strap and catches Yoda’s eye. The Jedi Master sees and flings out his hands. All the Jedi hit the floor. Anakin unleashes a salvo of death, catching the droids from behind. Dozens of them fall in the fire before the droids turn to combat the new threat. A swarm of Scuttlers leap first. Padme swings the lightsaber and dispatches one. They still knock her down. Anakin casts them off with the Force. More droids are coming, but the Jedi are back on their feet. Yoda and Mace Windu look to each other and both blast out with the Force, carving a row between the horde of droids. The remaining Jedi storm down the aisle. Anakin pulls Padme to her feet. The droids recover quickly, preparing their attack again.
Anakin
Down the stairs!
Yoda and Mace Windu take up defensive positions next to Anakin to guard the retreat. The other Jedi and Padme race downstairs. Blasters begin to fire again as Anakin reaches into his satchel. A blast hits him in the leg and he cries out and sinks to a knee. He grits his teeth and pulls out a thermal detonator from the bag. He hurls it.
Padme looks up the stairs anxiously, barely able to see to the top. A massive fireball explodes, and she covers her face as droid pieces clatter into the walls. The smoke subsides and Padme looks side to side, trying to spot Anakin. There are tears in her eyes.
And then Yoda, Mace Windu, and Anakin appear, Anakin leaning on Mace’s shoulder. They are wounded, but alive. Anakin staggers off Mace’s shoulder as Padme rushes forward. They embrace, and kiss.
The Jedi look on, too exhausted and battleworn to even begin to object.
INT. PALPATINE’S HOME – NIGHT
The destruction rages on in the city and Palpatine watches with interest. Dooku appears on the balcony.
Dooku
Senator Malpin is on the comm.
Palpatine
Is he?
Palpatine enters the chambers, gazing at the shimmering hologram of Malpin.
Malpin
It’s a horror, Chancellor! They’re all over the city! I think they’re trying to get in here!
Palpatine
Now just calm down, Malpin. I’m sure the security forces will deal with this problem.
Malpin
No, Chancellor! If only they’d listened... we need clones!
Palpatine
Yes... yes we do.
Suddenly, Malpin’s image shimmers as he briefly steps out of the receiver’s zone.
Malpin
It’s them!
The image flickers as droids leap all over him, bloodily shredding him to pieces. The comm flickers out. Palpatine impassively flicks it off.
Dooku
Surprising that you would kill your closest supporters.
Palpatine
Malpin was useful, but expendable. Just as the Jedi have been.
Dooku
Perhaps their time is not yet over... The droids in the
Palpatine
(with a snarl)
None dead?
Dooku
Only a few. It would seem that the boy—
Palpatine
Skywalker again.
(wry smile)
But that’s why we set up our backup plan. I assume the signal relay is in place?
Dooku
Yes.
Palpatine
Then by all means use it to call off the attack.
Dooku enters a transmit code on his wrist controller.
EXT. CORUSCANT STREETS – NIGHT
The droids receive their new coded signal. As one, they cease their attacks, their sensor lights flickering. They shut down as one.
EXT. CORUSCANT – DAWN
Daylight streams over a city filled with destruction. Smoke trails stream from all over the city, with wreckage strewn about.
INT. VARRUM’S HOME – NIGHT
Varrum’s holo-tv is broadcasting the devastation in Coruscant.
REporter
(voiceover)
In a surprise attack last night, battle droids obliterated large sections of the city on Coruscant today—
Varrum
(his head in his hands)
What have I done?
INT. JEDI
Anakin sits on a bed in the medical ward of the
Yoda
So peaceful together, they are.
Mace Windu
It goes against the Code.
Yoda
Does it, truly? I wonder.
Padme stirs and wakes. She sees the Jedi in the doorway and smiles.
Padme
Is everyone all right?
Yoda
(smiles)
Worry not, young one.
She drifts back off to sleep.
Mace Windu
The Senate has called a special session this morning.
Yoda
(eyes closed)
Approaching the temple, soldiers are.
Mace Windu
What? For what purpose?
Yoda
(grim)
Complete, the betrayal is.
The Senate did not escape damage. Many of the pods have been damaged or destroyed, and others are devoid of senators. Nevertheless, Palpatine floats in the middle, his expression grave.
Palpatine
It is, with a heavy heart, that I accept the emergency powers granted me.
As Palpatine continues to speak, the Senate scene fades out and his voice continues over the scenes displayed.
EXT. CORUSCANT – DAY
Clone soldiers are on the streets. Armed citizens have barricaded themselves in their homes against the threats, but the soldiers take their weapons. Others are arrested.
Palpatine
But despite the sadness of this day, we cannot forget that which the Republic stands for. Freedom.
EXT. A CITY – DAY
Palpatine
We must not shirk our responsibilities, nor forget the other peoples in our great Republic.
Clone soldiers surround the
Palpatine
Nor forget the great men and women who brought us to where we are today. We will find and punish those responsible.
Palpatine
So shall we preserve our Republic.
The senators cheer as Palpatine smiles. His gaze moves to the senator who still opposes him, Mon Mothma. Palpatine turns to Tarkin.
Palpatine
(low voice)
One or more of our senatorial friends are working against us.
Tarkin
Sir?
Palpatine
(with a hard look at Mon Mothma)
Find out who.
A REPORTER holding a microphone is hounding Palpatine. A cameraman is filming.
Reporter
The Jedi have always been the Republic’s greatest supporters. What led you to suspect that they engineered last night’s attacks?
Palpatine
We’re reviewing the facts, but security footage at Planetary Defense Control shows the signal that shut down the droids came from their temple.
reporter
But the temple itself was attacked.
palpatine
A true attack? Or just a cleansing of the ranks? Look at the facts: Only four dead, and only a few with minor injuries. Considering the horrific death inflicted in the most heavily defended sectors, I think we have great cause to be suspicious.
reporter
But to arrest Masters Yoda and Mace Windu? The Jedi leaders? It almost seems unthinkable.
palpatine
I could have arrested them all under my emergency powers. Remember, we are talking about murder here. Some of my top supporters in the Senate, including my cherished friend, Senator Malpin, were evidently targeted. And did not some brave media members die as well, while covering the story? Which reminds me, why are you here today from Coruscant Live and not your wonderful journalist, Nils Scrivant, who normally covers my press conferences?
Reporter
You didn’t hear? He was one of the six reporters killed in the droid attacks. Our editor as well.
Palpatine
Such a pity. He and I had always been so close.
(pause while he looks around, sadly, thoughtfully)
Yes, it is true that the Jedi for centuries have been a great and powerful supporter of the Republic. But times change. Of late it has become apparent – and we have taped evidence – that key Jedi leaders, principally Windu and Yoda, have begun advocating dissension against the Republic. If I am to take any responsibility in this... this massacre, it is my failure not to foresee that in their hatred of me, they would conspire with the vile Separatists and greedy Trade Federation to destroy Coruscant.
Reporter
The Trade Federation as well? But none of their ships were –
Palpatine
The evidence will emerge in due course, I think you’ll find.
Reporter
And the evidence you mentioned against the Jedi masters?
Palpatine
I believe your studio has the tape.
Reporter
(to the audience)
We will play it for you now.
The screen switches to a still image of Yoda, with the words “Taped Evidence” next to his head.
voice of yoda
Bound to the Force are we. To our own code. If the Republic does not follow, then we follow not the Republic.
The image switches back to live Palpatine and the Reporter.
Palpatine
Hard to believe, isn’t it?
Reporter
Would you care to elaborate any more on these terrible events, Chancellor?
Palpatine
No. But let the people be assured... all measures we are taking are for their own safety. We will preserve the Republic. We will unearth its enemies.
INT. DROID FACTORY PRISON – DAY
Obi-Wan is bound to a half-upright bed in some kind of torture chamber. Grievous has a holo-tv tuned to the Coruscant broadcast.
REporter (on holo-tv)
Thank you, sir.
Palpatine (on holo-tv)
(smiles)
Any time.
The broadcast cuts back to some media analysts at the main studio as Grievous turns it off.
Grievous
Heh. Not much good to be a Jedi anywhere today, is it?
Obi-Wan
You are making a terrible mistake.
Grievous
Because someone will want you back? Weren’t you watching, Jedi? No one is coming.
(he chuckles, and starts rooting through some instruments)
I’m told Jedi have an especially high threshold of pain.
Obi-Wan closes his eyes. Some of the instruments begin to rattle, moving closer to him. Grievous just chuckles.
Grievous
You’re weak, Jedi. And I don’t intend for you to regain your strength. You’re thinking of sending some kind of mind message to your friends? It won’t matter, they’re as trapped as you.
He moves in, brandishing something horrific. Obi-Wan closes his eyes.
Obi-Wan
(thoughts)
Telly...
INT. VARRUM’S KITCHEN – DAY
Telly is at the stove, preparing a meal of some kind.
Obi-Wan’s Voice
Telly...
Telly
Oh!
She claps her hand to her forehead and falls to the floor.
INT. CHANDRILA GOVERNMENT OFFICES – DAY
Telly is running pell-mell down the halls, towards an office on one of the upper floors. She bursts in, totally surprising a poor AIDE.
Telly
I need to speak with Mon Mothma right away!
AIDE
(flustered)
The senator is on Coruscant at the moment...
Telly
On the comm-link.
Aide
Ah. Right. Well, that is for emergencies and other such niceties—
Telly
This regards the twelve little mynocks.
(she gives the Aide a significant look)
Aide
(understanding the password)
Oh.
(pause)
Of course.
(standing)
Right this way.
INT. MON MOTHMA’S HOME – DAY
telly (hologram)
That’s all that came through. He seemed very weak. Please help.
mon mothma
We’ll do what we can.
The hologram of Telly flickers out. Mon Mothma turns to Bail Organa, who is also present.
Mon Mothma
This could be an opportunity, Bail.
Bail Organa
To do what? Antagonize the Separatists, too? You know how thinly stretched we are.
Mon Mothma
Bail... we are already losing on every front. We need the Jedi’s help. This could be the catalyst to make them realize our cause and abandon that monster running the Republic.
bail Organa
But even so... to attempt a rescue... we would be exposed.
Mon Mothma
Perhaps, perhaps not. Listen Bail... we need to maintain at least an inquisitive ear in the Senate. I want you to have a change of heart.
Bail Organa
What?
Mon Mothma
Support Palpatine. It makes little difference how we vote now.
Bail Organa
Perhaps.
Mon Mothma
And we shall rescue the Jedi. All the Jedi.
EXT. CHANDRILA STREETS – DAY
Telly is back on the streets, hurrying toward Varrum’s shop. She occasionally casts furtive glances overhead. Varrum appears on a street corner, apparently looking for her.
Varrum
Telly!
Telly
(hurrying toward him)
Dad!
Varrum
Why’d you suddenly take off like that? Are you all right?
Telly
It’s Ben, he—
But she is cut-off. For behind Varrum are a platoon of six battle droids, 2 Jedi Slayers, 2 Scuttlers, and two Grunts.. Their blasters click into firing position.
Telly
Dad, get down!
Varrum hits the deck as Telly, with unexpected agility, leaps into the air over him, and pulling out a concealed lightsaber which she ignites in mid-jump. The droids fire, Telly deflects.
The Jedi Slayers change modes. Their localized deflector shields activate. Telly trades some blows, but the droids are too good for her. She is knocked down, rolling to the side as they unleash their chest cannons on the street. She blasts out a small Force bubble, but it is weak and only enough to down the two Jedi Slayers. She gets to her feet.
Telly
Run!
Telly and Varrum make a break for it down the streets. The droids follow, forcing many civilians to run for cover. They round the corner to reach the block where Varrum’s shop is.
The building is in flames. Another platoon of droids is nearby, scanning the flaming wreckage. Varrum steps toward it, with a look of total despair. Telly grabs him as the droids turn to face them.
Telly
Dad, no!
Varrum shakes his head and they run again, the droids’ long range fire missing them, though it does destroy some parked vehicles and damage several buildings.
EXT. CHANDRILA AIRFIELD – DAY
Captain Malrun stands on the entry ramp to his freighter, a pleased look on his face. He is flanked by a Jedi Slayer and three Grunts. A heavy blaster pistol is in his hand. One of the Slayers turns toward him.
JEDI SLAYER
Captain, the targets are heading this direction.
Malrun
Excellent. Execute tactical 86.
Jedi Slayer
Yessir.
The droids spread out into flanking, ambush positions, leaving Malrun alone on the ramp.
He doesn’t have long to wait. Telly and Varrum appear, running at high speed, blaster shots behind them. Several parked ships are hit by stray fire, suffering varying amounts of damage. Malrun, unnoticed by his distracted foes, aims his blaster and fires. Varrum is hit in the shoulder. With a grunt of pain, he falls. Malrun fires again, but Telly has reignited her lightsaber and deflects it.
But they are suddenly overwhelmed. The droids lying in wait quickly deploy, unleashing a heavy salvo. Telly deflects several shots, but she isn’t fast enough. A Grunt’s shot hits her in the leg, she falls to her knees with a cry of pain.
Malrun
Hold.
The droids halt their fire, advancing on their prone victims. Malrun comes forward, his blaster trained on them.
Varrum
Reflex action...
Telly
What?
Varrum
The chip... the automatic hostile reflex action.
Malrun
So... now you see the penalty for betraying us. A penalty that is... your deaths.
He levels his blaster at Telly’s head.
Malrun
I think I’ll kill your little Jedi first, Varrum.
Suddenly Telly stretches her hand toward a Grunt. Its arm is bodily wrenched toward another Grunt and the blaster fires itself. The second Grunt turns toward the first, opening fire.
Malrun
(turning toward the sound, confused)
What?!
With a grunt of pain from his injured soldier, Varrum tackles him and bowls him over. Malrun goes limp, Varrum takes the blaster. The third grunt takes aim at Varrum, but he shoves Malrun’s body in the way. Malrun’s face is a startled expression as the blaster hits him square in the backside. Telly hacks off the Grunt at the knees, it falls helpless to its back. Varrum picks up Malrun’s blaster, unloading multiple shots into the Jedi Slayer, which deflects them with considerable ease. However, it fails to notice Telly crawling up behind. She rams the lightsaber through its backside, its electronics fizzle, and it falls to the ground dead.
The other two Grunts finish each other off. Varrum goes to Telly.
Telly
(chuckle)
Reflex action. Anything that damages them is treated immediately as a hostile.
Varrum
Now I’m glad I never fixed that glitch.
Varrum grins, but the mirth is short-lived. The rest of the droids they’d outrun are entering the lot, searching for their foes.
Varrum helps Telly up. She winces with the weight on her leg.
Varrum
Come on, lean on me.
He helps her with his good shoulder and they climb the freighter’s ramp. The droids advance.
Viewpoint changes to droid vision. The red-hued infra-red sensors scan the dead Malrun and the destroyed droids. Various data displays rapidly. The freighter is then scanned, Telly and Varrum inside. The ship becomes marked “hostiles detected, destroy ship.”
Outside the droid again, the battle droids ready their weapons, and fire on the freighter. The Scuttlers leap onto the hull, deploying their buzz saws to gain entry.
INT. FREIGHTER – DAY
Varrum is in the cockpit with Telly, trying to get the ship started. It starts to rock from blaster fire. The sound of metal cutting metal is audible.
Telly
They’re shooting!
Varrum
(activating a control)
Hang on...
EXT. CHANDRILA SHIP PARKING – DAY
An anti-personnel laser deploys underneath the freighter and opens fire on the droids. Several Grunts go down. The Jedi Slayers deflect. The rear engine heats up as the Scuttlers nearly cut through.
INT. FREIGHTER – DAY
Varrum
(pulling back on the stick)
Now!
EXT. CHANDRILA SHIP PARKING – DAY
The freighter leaps forward as its engines blaze, several Scuttlers being tossed off. The ship shoots toward space, the last Scuttler being hurled from the ship as it exits the atmosphere.
INT. FREIGHTER – DAY
Telly begins entering coordinates on the console, a determined look on her face.
Varrum
Where are we going?
Telly
We’re going after Ben.
Varrum
Alone?
TElly
(biting her lip)
I hope not...
INT. MON MOTHMA’S OFFICE – DAY
Mon Mothma is in her office, speaking with a shimmering Bel Iblis on the holophone.
Mon Mothma
And that is the plan.
Bel Iblis
It sounds risky.
Mon Mothma
Yes... but it may be our last hope. Bail will be meeting with them now.
Bel Iblis
Is this the wisest course, Mon? Our fight has been with the Republic. We have shared a common enemy with the Separatists, if not the same goals.
Mon Mothma
Garm... we have stood for our own business rights, for our personal property, our right to trade.
(Bel Iblis nods)
Is not the safety of this Galaxy in our hands as well?
Bel Iblis
That’s quite the ambition.
Mon Mothma
(different tone)
Garm, how much would you say you’ve lost in the Trade Federation uprising?
Bel Iblis
You mean personally? Millions. And so have you, I daresay.
Mon Mothma
All too true.
(pause)
Then I put it to you this way: How much have we got to lose by doing the right thing now?
Bel Iblis
(smiles sardonically and shakes his head in defeat)
You don’t play fair, Mon Mothma.
Mon Mothma
Now we just have to convince the others.
Bel Iblis
I’ll let you do the talking.
He winks out.
Yoda and Mace Windu sit in separate cells, deep within a massive prison complex. Both seem to be in meditation.
COLONEL CARLIST RIEEKAN stands outside their cells, conferring with a CLONE OFFICER. Another soldier, SERGEANT GRIGGS, stands by.
CLONE OFFICER
I have orders from Chancellor Palpatine.
Rieekan
I don’t care how many orders you have. I will not turn over the prisoners without a court order.
Clone Officer
The prisoners will be interrogated.
Rieekan
These are Jedi Knights. I will not turn them over without a court order, and especially not before they are even officially charged with a crime.
Clone Officer
I have orders from Chancellor—
Rieekan
And I have authority here. Get out, lieutenant. And
don’t come back without that court order.
Clone Officer
(leaving)
I will relay your statement.
Griggs
(stepping up to Rieekan)
Was that very wise, Colonel? The chancellor does have authority.
Rieekan
(casts a glance at the Jedi)
Perhaps too much?
griggs
All I know is, those clone guys give me the creeps.
INT. JEDI COUNCIL CHAMBERS – DAY
The Council is in nominal session, but the scene is not as calm and collected as it usually is. Some Jedi are on their feet, arguing. Anakin is near Padme by the wall. He is scowling. Djinn Altis is clearly enraged.
DJINN ALTIS
I cannot believe we are even discussing this matter! Breaking with the Republic is an act of treason!
Others nearby mumble and nod in agreement.
Ki-Adi-Mundi
I think most would agree the true act of treason was committed this morning, when they arrested Masters Yoda and Windu!
DJINN ALTIS
One misunderstanding is not—
Kit Fisto
Misunderstanding!? We have been betrayed! And from within our own order!
djinn ALtis
You’re saying it was a Jedi other than Yoda or Windu? If you know who, you should tell us. Tell Chancellor Palpatine.
anakin
(stepping forward)
You don’t get it, do you?
djinn Altis
Excuse me, Padawan, but perhaps Master Obi-wan never taught you that only Jedi speak at Jedi Council meetings.
There are a few murmurs of assent.
Anakin
Just can it.
DJINn Altis supporter
Such insolence!
DJINN ALTIS
Sit down, Padawan!
Anakin
You’re an idiot, you know? We’ve been set up.
Kit Fisto
Indeed. The entire thing was arranged... that sensor
relay in the
djinn altis
Arranged... or perpetrated by one of our order, as the chancellor suspects.
anakin
(with surprisingly sinister tone)
Right. It could be somebody in this room. It could even be...
(with sharp, slight movement toward Djinn that makes him jump backward in alarm)
... me!
Ki-Adi-Mundi
Padawan, please. The point is that everything so conveniently aids Palpatine.
Kit fisto
What if Palpatine himself set it up?
djinn Altis
That’s ridiculous, as well as traitorous.
Kit Fisto
But what if it were true? That means he not only wants us out of the way, he allied himself with the Separatists to do it. They’re the ones with all the droids.
aayla secura
“Operation Night Storm...” Remember that memo? Were we the enemies he was referring to? The murderer on the Security footage... Darth Tyrannus?
Kit Fisto
Everything fits.
DJINN ALTIS
(with a wave of his hand)
In any case, if the chancellor is guilty of these acts, then due process will take care of him. Master Yoda and Master Windu will go to trial and be found innocent.
Anakin
Or be executed.
DJINN ALTIS
You would have us all executed! We cannot fight the entire Republic army alone!
Bail Organa enters.
Bail Organa
You don’t have to.
DJINN ALTIS
Senator Organa?! What is this intrusion?
Bail Organa
I come on behalf of my organization—
DJINN ALTIS
We are in private session. The Senate has no—
Bail Organa
The Trade Federation.
All talk stops. Eyes turn to the senator. Weapons are drawn.
Ki-Adi-Mundi
You would openly admit association with the rebel Trade Federation?
Bail Organa
Would that I could proudly proclaim it more often. We share a common goal, gentlemen... the restoration of the Republic, of true democracy.
DJINN ALTIS
Pithy talk for anarchists.
Bail Organa
There is more than that. I come bearing ill news. Obi-Wan Kenobi is a prisoner of the Separatists.
Anakin
What!?
Ki-Adi-Mundi
How come you by this knowledge?
Bail Organa
We have intelligence sources. Forgive me, but I do not know the full tale.
Djinn Altis
Likely because you have conjured it out of thin air.
Bail Organa
I speak truly. Hear me out!
The Jedi fall silent.
Bail Organa
You are Jedi. You know that I do not play false. You stand for freedom and justice. This Republic no longer does. How can free trade occur without free people? Certainly not in a dictatorship where tyrants control markets for their own gain. Will you let the true Republic standards fall about you, claiming ignorance, until there is nothing left? We offer alliance... we will aid you in rescuing your lost friends, if you will help us to free the Galaxy.
There is a pause.
Djinn Altis
Breaking with the Republic is the greatest folly the Jedi could undertake.
Anakin
(standing)
It’s a folly I’m going to undertake.
Djinn Altis
You will do as this council commands, Padawan!
Anakin
(with a glare)
I will do what is right. Something you’re too cowardly to attempt.
Djinn Altis is enraged, but he stands there impotently. Anakin moves next to Bail Organa.
Anakin
(to the rest of the council)
I’m going to rescue Obi-Wan and the others. Who’s coming with me?
The other Jedi look to each other. A majority step forward, including Ki-Adi-Mundi, Kit Fisto, and Aayla Secura.
Anakin
(to the rest)
I hope you can sleep at night.
Anakin and the others turn and exit the chambers. The remaining Jedi look to each other, their expressions are those of despair.
INT. CORUSCANT SENATE FOYER – DAY
Mon Mothma emerges from her office, looking grave. Tarkin, waiting behind one of the large trees in planters, steps out to confront her. He is flanked by eight clone troopers.
Tarkin
Mon Mothma...
Mon Mothma
(impatient)
Tarkin.
(she moves to pass him, he blocks her)
What do you want?
Tarkin
I’d prefer to know what it is you want. The overthrow of the Senate, perhaps? Or just the chancellor?
Mon Mothma
I don’t have time for idiotic banter.
Tarkin
But you do have plenty of time for your rebel friends, don’t you?
He waves a hand, the clones level their blasters at her.
Tarkin
I’m afraid we had your personal holo-phone tapped. Fascinating to discover Garm Bel Iblis is also in on your little rebellion. I take it he was the one who sabotaged our fleet action? No matter. He will be dealt with in time. As for you...
Unnoticed by Mon Mothma or Tarkin and his troops, four brown-hooded people make their way towards the group.
Tarkin
I’m afraid you’re under arrest. The chancellor will decide your fate.
Mon Mothma
Enjoy this while you can, Tarkin. Pretty soon this little dictatorship will blow up in your face.
Tarkin
Not after you give me the location of the rebel fleet.
Mon Mothma
Never!
Tarkin
(turning to a trooper)
Bring in an interrogation droid.
The soldiers move to grab Mon Mothma, but the brown-hooded people suddenly reveal themselves. Anakin’s lightsaber ignites. It is followed by three other lightsabers, those owned by Kit Fisto, Ki-Adi-Mundi, and Aayla Secura.
Anakin
I don’t think so.
The clone troopers turn their blasters on the Jedi, but are too slow. Four of the clones fall.
Clone Leader
Protect the senator! Call for reinforcements!
A clone throws down a flashbang, halting the Jedi momentarily as they retreat with Tarkin in tow.
Mon Mothma
Where did you come from?
Anakin
A friend of yours sent us.
Mon Mothma
(smile)
I knew he’d do well playing both sides. I must say, your timing could not be better.
Ki-Adi-Mundi
(into a comm-link)
We have the senator. We’ll meet you at the detention center.
Alarms begin sounding in the hall.
Kit Fisto
We best be going.
EXT. NEAR
The detention center is located in the lower levels of Coruscant. Protected by turbolaser turrets and a battalion of troops, the fortress is nearly impregnable.
Anakin, along with Mon Mothma and the other Jedi,
arrive on top of a nearby building. The other Jedi Council members, many Jedi
Knights, PADAWANS, and YOUNGLINGS from the
SAESEE
TIIN, an Iktotchi Jedi Master, steps forward, looking grim.
SAESEE TIIN
Master Yoda and Master Windu are in separate, specially prepared cells deep within the complex. There is a full battalion of soldiers guarding the facility, not to mention the automated defenses.
Padme
Isn’t this a good time for a Jedi mind trick?
Kit Fisto
(shaking his head)
There are too many... and it’s unlikely they are all weak-minded enough to be affected. Palpatine has not replaced these men with his clones as yet.
Mon mothma
They’re Colonel Rieekan’s men... some of the best soldiers in the service.
Anakin
And they’re guarding a detention facility?
Mon mothma
Rieekan has fallen out of favor with the government. The drawback to keeping an open mind in these times.
KI-ADI-Mundi
We’d better hurry it up... clones are going to be looking for us.
Mon Mothma
Maybe there is another way to resolve this.
AAyla Secura
What do you mean?
A high, barred gate stands at the entrance. A large, open courtyard is outside it, gradually going uphill to a walled compound beyond.
Inside, two soldiers stand by the center’s gate, weapons ready. ENTRY SOLDIER 1 is listening on a radio.
ENTRY soldier 1
(into radio)
Copy that.
(clicks it off, puts it into a holster)
ENTRY soldier 2
Is that about the alarm?
ENTRY soldier 1
Yeah.
ENTRY soldier 2
I hope it’s not more of those droids.
ENTRY soldier 1
The sergeant just said to be ready, that the colonel’s sending some more men up just in case.
ENTRY soldier 2
OK.
Pause. Both stand ready, peering out through the gate. Still nothing.
ENTRY soldier 1
Did you hear the latest rumor?
ENTRY soldier 2
No, what?
ENTRY soldier 1
We might be getting a new commander.
ENTRY soldier 2
You mean the colonel’s getting promoted?
ENTRY soldier 1
Try stripped of rank.
ENTRY soldier 2
That’s crazy. Rieekan’s the best officer I’ve ever had.
ENTRY soldier 1
Well, you heard about the reprimand he got, didn’t you?
ENTRY soldier 2
No, I was out all night, working droid mop-up. What happened?
ENTRY soldier 1
The colonel disobeyed a direct order from the chancellor. Something to do with not turning over those Jedi to the chancellor’s goons.
ENTRY soldier 2
Those clone clowns? Good for him. There’s something wrong about this whole deal. And I’m not the only one in my squad that thinks so.
ENTRY soldier 1
You talking about the attack last night?
Entry soldier 2
Yeah. The way the droids attacked. Like they were picking out certain people they wanted to kill.
ENTRY soldier 1
I heard that too. That it was almost as if—
He stops talking at the sight of the Jedi and Mon Mothma approaching the gate from the courtyard. Padme, and the Younglings are not among them. They are walking straight down toward the gate, with no attempt to hide or fight. Still, their weapons are close at hand. Both soldiers immediately step to the gate, weapons trained on the group.
ENTRY soldier 1
Halt! State your purpose!
Mon mothma
We wish to speak with your commanding officer.
Rieekan
(who has quietly stepped up beside the guards)
I am he... at least for the moment.
Mon mothma
Colonel Rieekan. I have heard much about you.
Rieekan
Then perhaps you also know how short my time is with this battalion. Why do you come here? We just received report that Senator Tarkin was assaulted. Am I right that it was your group? Give me one good reason not to arrest you this instant.
Mon Mothma
I won’t mince words with you, Colonel. We’re here to free Master Yoda and Mace Windu from custody. These Jedi are prepared to do so by force, if necessary.
About a dozen more soldiers arrive at the gate, led by Sergeant Griggs. They join Entry Soldiers 1 and 2, their weapons also at the ready.
Rieekan
They would die in the attempt.
The Jedi ready themselves. Mon Mothma holds up her hands.
Mon Mothma
Hold! Hear me out. You and your men are here serving the Republic. But you cannot have missed what the Republic has become. What Palpatine is doing to it.
Rieekan
You tell me nothing I can’t see with my own eyes.
Mon Mothma
A man cannot be called upon to defend that which defies his own morality. The Jedi you have imprisoned are innocent!
Rieekan
That is for the courts to decide.
Mon Mothma
The courts lost their impartiality long ago. Palpatine has seen to that. He has also seen to issuing a warrant for my arrest.
Rieekan looks conflicted.
Mon Mothma
That’s right, Colonel. I am a traitor to Palpatine’s dictatorship. For five years now I have been aiding and abetting the Trade Federation, in an effort to restore justice to his government.
Solider 1
She’s one o’ them rebels!
Griggs
Silence!
ENTRY soldier 2
Yeah, let her talk.
Griggs
You too, Arman.
Arman (Entry Soldier 2)
I just want to know what really happened with the droids last night. It was bad. I lost some friends out there. But one Jedi saved my life. That one right there.
(points at Anakin)
So I don’t get it. If the Jedi did it, why were they saving people, too?
There is some murmuring among the soldiers.
Mon mothma
You may find this hard to believe. But we think the chancellor ordered the attack. He even killed some of his supporters to make it look better for him. He wants all his enemies out of the way, either by killing them or arresting them.
Griggs
I gotta say this: I fought against the Trade Federation a year. At Bilbringi. The people who lived there wanted us gone, not them.
Another soldier
Yeah, I saw that too.
More murmuring. Other soldiers are moving up to the group. They are holding their weapons, but not at the ready. They are mainly listening.
mon mothma
Your chancellor has ordered many of you in recent days to imprison ordinary citizens, to take away their possessions. Were you happy about that?
cries from many soldiers
No. No. Hated it.
More soldiers are coming up, nearly 100 now.
mon mothma
(to Rieekan)
Perhaps I go too far. You are their commander. It is up to you.
Just then a force of about 50 clones, led by a COLONEL SABO, is seen approaching from behind the Jedi and Mon Mothma.
Rieekan
(shouting to the clone commander)
Stand down, Colonel Sabo. My men are handling this.
Sabo
They are no longer your men, Rieekan. I am here to arrest you. And I might as well bring in these rebel scum as well.
Sabo’s clones begin to move into position.
Rieekan bites his lip.
Griggs
(to Rieekan)
Your men are with you, sir.
Rieekan
I don’t know... It’s so hard... I... All my life I’ve fought for the Republic.
Griggs
And I’ve been through most of it with you. But you gotta agree it ain’t the same as it was. We can save these Jedi. Or turn ‘em over to the same-faces.
ENTRY soldier 1
(overhearing)
Don’t do it, Colonel. Not the same-faces.
There is other, similar murmuring.
The clones are almost in position. Anakin and the other Jedi are poised with their lightsabers, forming a protective circle around Mon Mothma.
Griggs
Colonel, I’ll stand with you no matter what you do, but whatever you’re gonna do, for God’s sake, do it now.
rieekan
(pause, one last look, deep breath)
Men! Do we fight for the Jedi?
Soldiers
(thunderously, as one)
Yes!
Sabo looks up in surprise.
rieekan
Then fire on the clone positions! Fire now! Fire at will! Griggs! Open the gate!
There is a brief firefight. The clones foolishly aim first at the Jedi, who deflect their onslaught while Rieekan’s men – moving through the now-opened gate to either side of the Jedi - mow them down. Sabo is the last to fall. There is a brief silence as the smoke clears. Mon Mothma emerges from the Jedi circle.
Mon mothma
(heartfelt, to Rieekan)
Thank you.
Rieekan
(formally)
Senator, my men and I are now rebels to the Republic, like yourself. What service do you require of us?
Yoda is in his cell, deep in peaceful meditation. He faces away from the force-shielded door, which opens with a rush to reveal Anakin and the others. Yoda’s eyes snap open.
Yoda
Many choices have been made. Their consequences we must now endure.
Anakin
Master Yoda?
Yoda
Coming, I am.
He picks up his cane and exits his cell. Mace Windu has also been freed.
Ki-Adi-Mundi
Masters, the alarm has been raised, the next set of clones will not be long. We have thrown in our lot with the Trade Federation.
Yoda
Decided on this, the Council has?
Ki-Adi-Mundi
(with a glance at Anakin)
The Council is divided, master.
Mace Windu
This is ill news.
Mon Mothma bows to them.
Mon Mothma
Master Jedi... we cannot allow evil to dominate this Galaxy.
Mace Windu
(with a glance at Anakin)
This decision should not have been made without the full consent of the Council.
Anakin
But we did make it! That’s why you’re free now!
Mace Windu
You presume much for your station, Padawan.
The two glare daggers at each other. Yoda steps between.
Yoda
Escape now. Argue later.
Everyone heads for the exit.
EXT. CORUSCANT STREETS – DAY
Padme is with the Jedi younglings, Force-sensitive
children from the
Padme
Please hurry...
Youngling 1
Look out!
He points, for up above, a CLONE TROOPER has flown by on a speeder. Those below hold their breath. The trooper disappears behind a building. Padme lets out a
sigh.
Padme
I don’t think he—
But she has spoken too soon. The trooper reappears, hovering over them. He speaks into his comm-link, then pulls out an amplifier.
Trooper
Rebel scum! Surrender or be destroyed.
Padme
(gripping a blaster handle from her belt)
Oh, hurry, Anakin...
EXT. CORUSCANT STREETS – DAY
Running down the streets, Anakin and the others have hit with a snag. The Clone Troopers have found them, too. The battle is already engaged, the trooper’s attacking from on-high, out of the Jedi’s range.
Rieekan’s men open fire on the attacking troopers, momentarily distracting the trooper’s attention.
Yoda grabs hold of several of the speeders with the Force, crashing them into each other. They race on, the ships coming in sight.
Padme and the younglings are under attack. They have taken cover under one of the ships, firing up at the speeders, but the younglings are not skilled enough to defend the position for long. Numerous troopers have landed, and advance on the ships.
Padme is hit, she cries out, smoke coming from her arm. Anakin, on the dead run, the others trailing behind, sees this from 100 yards or so away.
Anakin
Padme!!!!!
With a look of rage, Anakin hurls his hand towards one of the speeders above. The trooper riding it is thrown a hundred feet into a wall, striking with deadly force. Anakin leaps aboard the speeder before it crashes, and guns toward Padme’s position.
His speeder’s blaster fires with great precision, downing several clone speeders. He casts a wave of Force at several others, casting them spinning into walls and the ground. As he nears the ground forces, he leaps off the speeder, igniting his lightsaber in midair.
The clone troopers cannot react quickly enough to quell Anakin’s rage. He cuts through them like the grim reaper, their mangled bodies falling around him. He stands there panting as the other Jedi and soldiers arrive. Padme goes to him, clutching the wound on her left arm. She releases the wound to put a hand on Anakin’s shoulder.
Padme
Anakin?
Anakin turns, rage flaring across his face. For a moment, he doesn’t recognize her and the lightsaber is raised.
Padme
Anakin!
Anakin
(coming to himself. He lowers the lightsaber)
Padme...
(he pauses, takes her hand)
Are you all right?
Padme
(she shrugs at the wound)
I’m fine...
(she sees that he is smoking from several places, wounded by the clones)
You’re hurt...
(she stretches out a hand towards him)
Anakin
(quickly)
It’s nothing.
Indeed it seems like it is nothing. He seems totally unaffected by the injuries. Yoda and the others approach.
Yoda
Defeated the first wave, we have, but more will come. Leave, we must.
Anakin
Right.
Yoda
And then, talk we must.
Mace Windu
(with a meaningful glance at Anakin)
Right again.
They all head quickly for the ships.
INT. PALPATINE’S LAIR – DAY
Palpatine watches as the Jedi ships accelerate and escape the planet’s gravity. Dooku enters from behind.
Palpatine
Skywalker is becoming troublesome. The Jedi should be in ruins now. Instead...
Dooku
They have joined the Trade Federation.
Palpatine
Some have remained in the
Dooku
It shall be done, my master.
Palpatine
What news from General Grievous?
Dooku
The experiments have been... interesting. But not as we had hoped.
Palpatine
Elaborate.
Dooku
(producing a written report)
Some form of mental instability... effects on the original... hm... identical Force signatures.
He hands Palpatine the report.
Palpatine
(quickly glancing through it)
This may be promising in another vein... but another test will be needed.
(he looks to Dooku, smiling evilly)
I would like you to oversee this test personally.
INT. DROID FACTORY TORTURE ROOM – DAY
Obi-Wan is bound on the floor. His robes are largely slashed up, his back crisscrossed with bloody, cauterized lines. Grievous, nearby, deactivates a lightsaber.
Grievous
Lightsabers are fascinating... they simultaneously rend anything they touch... and cauterize it shut.
Obi-Wan grunts.
Grievous
But of course you’re well aware of that by now.
(he frowns)
Fascinating little ship you came in. Most effective sensor cloak I’ve ever observed. Who made it? How did you make the hyperspace calculations without an astromech droid?
Obi-Wan’s eyes roll back into his head.
Grievous
You don’t want me to start again, do you?
A metal pipe breaks loose and flies at Grievous’ head. He turns and catches it.
Grievous
You are a feisty one... I would have thought you’d be too weak for that sort of thing. This may be a good time for the Nemesis test...
He grins, but then the Technician appears on a holo-transmitter on Grievous’ portable computer.
Technician
General, we have a problem.
Grievous scowls, but then smiles at Obi-Wan.
Grievous
Don’t go anywhere.
INT. DROID FACTORY CONTROL ROOM – DAY
Grievous stomps into the control room. Numerous droids and live people are frantically at work. The control room is shaped like a semi-circle, with two access doors. The curved front of the room is home to numerous monitors and a massive holographic projection screen.
Grievous
Well?
Technician
Sir, the Trade Federation Battlefleet is here.
Grievous
What? Their battle is with the Republic!
COMMS OFFICER
Sir, urgent message from Coruscant.
Grievous nods, and the COMMS OFFICER activates the receiver. A large holo of Palpatine appears.
Grievous
It would seem things are not going as you planned, Sidious. I was supposed to have more time to complete my production runs.
Palpatine
Things change.
Grievous
You won’t send assistance?
Palpatine
And risk destroying my image? The public are crying for blood for your Coruscant Massacre... I cannot very well destroy the Trade Federation in the midst of their attacking you.
Grievous
You...
Palpatine
I am, however, sending Count Dooku to assist you. I expect to receive word of your victory. Do not fail me.
The holo winks out.
Grievous
Arrogant bastard.
EXT. BELGAROTH AIRSPACE – DAY
The Trade Federation Battlefleet comes out of hyperspace at a fair distance from Belgaroth. There is no sign of enemy craft. The fleet begins heading toward the planet.
INT. ACKBAR’S
Ackbar’s ship has become the primary meeting place. Anakin and Padme (both patched up), the other Jedi, Bel Iblis, Mon Mothma, Telly, and Varrum are on the bridge. A meeting is continuing.
Mace Windu
I still don’t like it.
Kit Fisto
The
Mace Windu
(looks hard at Anakin)
All our training... the Republic... It’s the Jedi’s job to—
Yoda
A job? This is what your feelings tell you?
Mace does not answer.
Yoda
Decided, I have.
(to Anakin)
With you, I am.
(to Mace)
Master Windu, your strength, we could use.
Mace Windu
(pause)
All right. But only if you lead the Jedi, not him.
Yoda
Even better, operational control, to you, I give.
There is a pause. All nod to this plan, including Anakin.
Pilot
The planet is coming up on the short-range sensors.
Yoda closes his eyes, concentrating.
Bel Iblis
Can we be sure he’s down there? Our sensors are picking up nothing.
Yoda
(opening his eyes)
Difficult to say... weak he likely is... unable to reach us.
Telly
I’m sure this is where he is.
Bel Iblis
That’s all well and good, but where exactly? It’s a big planet.
Telly
I... don’t know.
Anakin
(stepping to the SCANNER OFFICER)
Can you narrow the sensor sweep to send to a specific signal frequency?
Scanner Officer
Yes, why? Who could we contact?
Anakin
Just a little friend of mine.
INT. DROID FACTORY ENTRANCE TUNNEL – DAY
Droid troops are searching the huge, darkened entrance tunnels. But thus far they have been unable to locate R2D2, hiding in the shadows. The little astromech droid whistles softly as a patrol misses him and he rolls around a corner. He suddenly stops, beeps, and transmits a holo in front of himself. It is Anakin.
Anakin
R2, am I glad to see you!
R2
(beeps happily)
Anakin
Where is Obi-Wan?
R2
(beeps sadly)
Anakin
That’s all right... Can you transmit us your coordinates?
R2
(beeps an affirmative)
INT. ACKBAR’S
The computer console reads out the coordinates.
Anakin
Way to go, R2.
Bel Iblis
That’s all we need. Prepare the strike force.
INT. ACKBAR’S SHIP – DAY
Troops and pilots rush to their ships, preparing for the assault.
INT. ACKBAR’S
The Jedi have left the bridge.
Ackbar
(fleetwide)
Prepare for atmospheric attack. All ships to converge on transmitted coordinates on my mark.
INT. ACKBAR’S
The Jedi and other pilots deploy to their fighters. Troop carriers are also being loaded up. Rieekan and his men go aboard one. Telly and Varrum head for their ship, the beaten-up cargo freighter. They are talking with Anakin and Padme.
Anakin
You knew Obi-Wan?
Telly
We were at the
Padme gives her a skeptical glance.
Telly
(softly)
Maybe more than friends...
Anakin is a bit taken aback by this, but he recovers quickly. He puts a hand on her shoulder.
Anakin
We’ll get him back.
Telly nods. Bel Iblis comes up in a hurry, he is outfitted for battle. He looks to Varrum.
Bel Iblis
We’re counting on you here. If we can’t exploit that defect you found...
Varrum
I know. I just need to access their main computer system once we land.
Bel Iblis
Right.
(he grins, pats Varrum on the back)
No pressure.
Bel Iblis departs, heading for one of the troop carriers. Anakin looks up at the cargo freighter.
Anakin
You’re going down in this hunk of junk?
Varrum
It’s one fast hunk of junk. Kinda surprised me.
Padme
(reading the nameplate)
Millennium Falcon?
Varrum
Hey, I didn’t name it.
INT. ACKBAR’S
Anakin is settling into his ship’s cockpit. A FLIGHT OFFICER is below.
Anakin
No, I don’t want an astromech droid, I have one I’m picking up.
Flight Officer
OK...
Padme shows up, in a flight suit, carrying a helmet. She starts climbing the ladder.
Anakin
Padme... you should—
Padme
It’s a two-seater.
Anakin
Well, yeah, but...
Padme
Look, Anakin. I’m your co-pilot. I’m always going to be your co-pilot.
She hops into the seat. Anakin, facing away from her, grins widely and chuckles.
Padme
What?
Anakin
(containing himself)
Nothing.
INT. DROID FACTORY CONTROL ROOM - DAY
The holo projector in the middle of the room is now displaying the Trade Federation Battlefleet. It is moving into attack positions, with fighters deploying from multiple hangar bays.
Technician
They have a sensor focus on us, sir. They must know our location.
Grievous
The Jedi did bring an astromech with him...
Technician
It would seem so, sir.
Grievous
Find the droid, ready the ships.
(pause)
Tell the captains to hold fire until the enemy is within the noose.
EXT. BELGAROTH AIRSPACE – DAY
The Trade Federation ships approach the planet as a fleet. The large capital ships settle into low orbit as the fighters and cruisers begin their re-entry.
The Falcon and the troop carriers are in the middle of the convoy, protected by Jedi fighters, including Anakin’s ship.
Several more fighter squadrons take the wings, combing across the desolate, junked surface of Belgaroth.
Mace Windu
Keep it low and fast, watch for enemy turret emplacements.
PIlot 1
Copy that.
Padme
They must have noticed us coming by now.
Anakin
(turning off his headset)
Yeah... that’s what’s bugging me.
(he flips it back on)
Any sensor locks?
Mon Mothma’s Voice
No readings on the surface...
(pause)
Wait...
A large number of apparently dead spaceship hulks suddenly flare to life and begin unleashing fire.
Turret installations leap out of the ground, letting loose a raking fire of their own.
Mon MOthma’s Voice
Multiple readings!
MACE WINDU
Evasive maneuvers!
The fighters break formation as the Separatist Cruisers take off from their landing positions. Access shafts on the surface open up to launch droid fighters. The primary access shaft that Obi-Wan used remains shut.
Anakin
We need an opening on the main access!
Mon MOthma’s Voice
Copy that. Do you also copy, Master Windu?
Mace Windu
(tensely)
Copy. Focus fire on the main access shaft.
The capital ships in orbit begin launching a barrage on the main access. Its shielding shudders under the multiple impacts.
Mon Mothma’s Voice
It’s shielded... give us a minute.
Ki-Adi-Mundi
The troop carriers!
The droid fighters have indeed begun attempting to disable the troop carriers. Their formation sweeps across the wake of the Jedi craft, mostly ignoring the fighters. The two wing squadrons break formation to engage, destroying many of the droids.
In orbit, the Trade Federation capital ships are still uncontested. They continue to bombard the planet.
INT. SEPARATIST FLAGSHIP – DAY
The Separatist capital ships have been hiding behind Belgaroth’s moon. Through their viewscreen, the moon slips aside and the Trade Federation ships come into view.
SEPARATIST CAPTAIN
Keep us silent, no shields... sneak up behind them.
OFFICER
Yessir.
INT. DROID FACTORY CONTROL ROOM – DAY
Grievous is watching the holo display. The Trade Federation is engaged on multiple fronts. His capital ships are as yet unnoticed.
Grievous
We have them in the vice now.
Technician
Primary shield is at 30%.
Grievous
(nods)
Activate reserve troops for internal defense.
Technician
(flipping some controls)
Yessir.
INT. DROID FACTORY – DAY
In the dark depths of the factory, in some sort of massive storage room, countless thousands of eyes light up. The reserve battle droids are activated.
INT. ACKBAR’S SHIP – DAY
Yoda is on the bridge, calmly watching the battle through the viewscreen. His large ears twitch, and he turns to the commanders.
Yoda
Behind us, they are. Many ships.
Ackbar
Sensor sweep!
OFFICER
Sir, deep sensors detect enemy capital ships, on our six.
Ackbar
All ships fire on my mark!
EXT. BELGAROTH AIRSPACE – DAY
The Separatist ships are caught by surprise, several are ripped to pieces before the others raise their shields and return fire.
INT. ACKBAR’S SHIP – DAY
ACKBAR
Wing commanders engage the enemy, Red Squadron continue surface bombardment.
EXT. BELGAROTH – DAY
The battle is now fully engaged. The surface squadron is taking heavy fire, several ships have gone down. One of the troop carriers has been forced to land in the junkyard. Colonel Rieekan and his men run from it. It explodes moments later under a hail of enemy fire.
Rieekan
(into a wrist communicator)
We’re on the surface, lost the carrier. Command, please advise.
The hazy head of Bel Iblis appears.
Bel Iblis
Make for the rendezvous, Colonel. Protect your men.
Rieekan
Yessir.
The comm winks out, Rieekan waves his arm.
Rieekan
Follow me!
Griggs and the other troops head as quickly as they can for the main access shaft, using the junkyard as cover. Laser blasts continue to detonate around them. Two men fall.
EXT. BELGAROTH AIRSPACE - DAY
The shield protecting the access shaft finally collapses. The next wave of bombardments obliterates the camouflage covering and leaves a large smoking hole. The entrance is open.
MACE WINDU
Make for the rendezvous! All ships go! Anakin, take rear guard.
Anakin
(knowing this is a tough assignment)
Copy.
The troop carriers slip through the hole one by one, the fighters holding off the attacking forces. As the last troop carrier enters, Anakin’s ship slips inside, followed by several droid fighters.
Anakin
Padme, rear gun!
Padme hits a switch and her seat pivots backwards. She grabs hold of a joystick and begins firing. The first droid fighter is obliterated.
Anakin
(with a glance backwards)
Nice shot.
Padme
(small smile)
Thanks.
The ships gun through the tunnels, still under fire. They finally reach the docking bay, which is swarming with battle droids. The droids open fire at the incoming ships.
MACE WINDU
Torpedoes! Wide dispersal!
Torpedoes drop like bombs. Several craters are instantly created in the room as the droids are blown aside. The hail of laser fire mow many down besides. The troops carriers land. Soldiers pour out, firing on the onrushing battle droids. Jedi stream from the second troop carrier, quickly rushing to the front lines, lightsabers ignited. Mace lands his ship at the forefront, leaps from the cockpit, and leads the charge.
Mace Windu
For the
The Jedi from the carrier are swift and thorough. Several waves of droids fall quickly under the combined firepower of the Jedi and the Trade Federation troops. There is a brief lull.
Anakin lands his ship. The Falcon arrives as he sets down and lands as well. Anakin pops his cockpit and he and Padme climb out.
Bel Iblis approaches, a smoking wound on his shoulder, but otherwise none the worse for wear. Mace Windu follows him. Telly and Varrum also appear.
Bel Iblis
Going well so far. Our capital ships are holding their own. Any Jedi casualties?
Mace Windu
Minor wounds, no more.
Bel Iblis
This may work out after all.
Anakin
We have to hold this room. It’s our way out.
Mace Windu
(proudly)
I’ve already stationed troops at all the access points.
Varrum
Good. I’m going to need some time to gain access to their systems.
(pause)
Oh, and look who we found.
R2 rolls up behind, beeping happily. He rolls up to Anakin, who pats the droid on his metal head affectionately.
Varrum
Clever little droid you have there. I’d really like to know how you managed to get all those components—
Mace Windu
(looking a bit testy)
I believe we have more pressing concerns at the moment?
Varrum
Oh, right.
Anakin
(to R2)
Where are they holding Obi-Wan?
R2 beeps again and he emits a holographic display of the factory.
Mace Windu
(pointing to a location)
There... heavy power input cables, thickened blast-resistant walls... he must be there.
Anakin
(unbuckling his lightsaber)
Now it really gets interesting.
EXT. BELGAROTH AIRSPACE – DAY
The space battle is still raging. The Trade Federation ships are now having a more difficult time as the Separatist capital ships have unleashed multiple waves of fighters and the Trade Federation’s fighters are all busy on the planet below. One of the Trade Federation ships is caught in a crossfire by several Separatist craft and is destroyed.
INT. ACKBAR’S SHIP – DAY
OFFICER
The Valiant just went down, sir.
Ackbar
We can’t hold up to this barrage indefinitely!
Mon Mothma
We have to hold out a bit longer!
Ackbar
(nods)
Concentrate all fire on the starboard dreadnought!
Officer
Admiral, a ship just descended from hyperspace. No identifier markings. A medium-sized fighter.
Ackbar
Course?
Officer
It’s heading for the planet, sir.
EXT. BELGAROTH AIRSPACE – DAY
The unidentified fighter flies rapidly down through the atmosphere, quickly coming up on the battle on the surface. It fires rapidly, destroying multiple Trade Federation fighters. Its goal is not the air battle, however. After unleashing a quick volley of missiles that destroy several more Trade Federation craft, it shoots at high speed into the one of the secondary access shafts. A stray ion blast misses the craft, but fries the hydraulics on the secondary door. It lurches and fails to close.
Rieekan and his men, still a long way from the main access, are under heavy assault from the turret batteries. They take cover from the barrage behind some wreckage. Rieekan looks to the secondary access, the doors still open.
Rieekan
(into his comm-link)
Command, this is Rieekan. We’re cut off from the main access. Attempting to find another entrance.
Mon Mothma’s VOICE
(static)
Roger...
(static)
Be careful.
Rieekan
Follow me!
They make a run for the doors, the turret’s fire tracking them with heavy fire. A few men fall, but most make it into the protection of the access.
INT. DROID FACTORY – DAY
The strike team - Anakin, Padme, Varrum, Telly, Mace Windu, Bel Iblis, R2, and several other JEDI and SOLDIERS - make their way through the maze of hallways. No battle droids appear to stop them.
Mace Windu
We’re walking into a trap.
Anakin
Obi-Wan is here... I can sense him.
Telly
I can too... and something... something else.
Mace looks skeptical, but says nothing.
INT. DROID FACTORY CONTROL ROOM – DAY
The strike team’s progress can now be seen on multiple monitors. The main holo still displays the air battle.
GRIEVOUS
Let them in a little farther... send four squads to block their retreat. Beta team to defend the prison block.
The TECHNICIAN nods. Dooku enters, smiling.
Dooku
Perhaps you will not require my assistance after all.
Grievous
(turning to Dooku with a smile)
On the contrary... I wouldn’t want you to miss this.
INT. DROID FACTORY PRISON CELL – DAY
Obi-Wan, looking rather bedraggled, has managed to recover somewhat. He scouts around his cell, looking for weaknesses. He finds a painted-over line in the wall, nearly invisible. He digs his fingernails in, pitting his strength and his weakened Force skills against it. It comes away slightly, but then electrifies, knocking him back. He falls to the ground, panting for a moment. Then he stands again, attempting to pull it away with just the Force. The metal wall curls slowly back, revealing a mass of wiring. Obi-Wan stands and approaches the wires. He takes a deep breath, then plunges his hand in. The entire wall electrifies, the bolts rippling through Obi-Wan. But, despite the terrific pain, he tears a cable free. The electricity stops, and then he shudders and falls flat on his face.
INT. DROID FACTORY PRISON – DAY
The strike team has located the prison complex. Anakin takes a peek around a hallway corner, scouting the droid squad awaiting them.
Anakin
Looks lightly guarded... four shield droids, two crawlers, four grunts.
Mace Windu
They want us to rush them.
Anakin
How about I try a skirmish instead?
Mace Windu
Do it.
Anakin pulls a blaster from his belt and leans around the corner. He targets a Scuttler and fires a salvo. The droid shrugs off the first three shots, then its servos fizzle and it dies. The last shot kills it. The other droids rush the strike team’s position, Anakin ducks back around the corner as a stream of fire is unleashed.
The droids round the corner, the strike team is waiting. The Jedi slash through the first set and Iblis’ soldiers behind unleash hell. The droids go down quickly.
The strike team moves into the hall, checking the doors. There is an open cell door, but it is unused and empty, apparently due to a faulty circuit panel on the wall.
Anakin
(stopping at a door)
Here.
INT. DROID FACTORY PRISON CELL – DAY
Obi-Wan’s prone form is on the floor of the cell. He is conscious, but only just. The harsh sound of metal being cut suddenly reverberates as a lightsaber blade cuts through the door. Several more join it, and the door collapses.
Anakin
Master!
He rushes in, followed by Telly and Varrum. They help the tortured Jedi to his feet.
Anakin
Are you all right?
Obi-Wan weakly nods. Anakin hoists him to a shoulder. Varrum helps with the other.
Telly
(cradling Obi-Wan’s face)
Oh, Ben...
(she gently hugs him, Obi-Wan grins rather oddly)
Mace Windu
(interjecting)
We shouldn’t linger. Anakin, get Obi-Wan back to the ships. Varrum, you’re with me to the control center.
Varrum nods and switches places with Telly.
Mace nods to a Jedi and a soldier. They head over to Padme, Anakin, Obi-Wan, and Telly. Mace, Varrum, Bel Iblis, and the remaining Jedi and soldiers head out.
Anakin’s group move into the hall, Anakin checks back and forth, but there is no opposition.
Padme
(to Anakin)
Do you think they know we’re here?
Anakin
I’m getting some kind of strange feeling... almost foreboding.
Telly
Me too... you think some droids moved in behind us?
Anakin
Maybe... it would be bad to get into a firefight right now.
Obi-Wan
(weakly)
I... can walk.
Anakin
Are you sure?
Obi-Wan nods. Telly and Anakin slowly release him, and he stands fairly steadily.
Obi-Wan
Do you have... lightsaber?
Anakin
Right...
(he reaches to his belt, where he carries a spare saber)
Not yours, of course, but...
(he shrugs)
Obi-Wan nods and takes the lightsaber. The team starts heading forward, moving cautiously.
Obi-Wan
(igniting his lightsaber and watching the blade hum)
What an interesting weapon... it does seem familiar...
Anakin
(turning)
Master...?
Obi-wan
Yes... I can use this.
Without another word, he cleaves the blade through one of the soldiers and kills the other Jedi. Anakin shoves Padme behind him, he and Telly ignite their lightsabers.
Telly
Ben! What are you doing?!
Obi-Wan
Ben? Yes... that was one of the names...
(pause)
Oh, yes... I’m killing you.
He moves in, his lightsaber swinging powerfully. Telly blocks him, but he hurls her into a power conduit on the ceiling with the Force and she falls to the ground.
Anakin attacks, blowing Obi-Wan back with a fierce attack. Obi-Wan retreats expertly, fully in control of his defense.
Obi-Wan
Your style is interesting... tapping your anger.
Anakin drives Obi-Wan into a wall, their lightsabers hum as they both strive to push the other back.
Anakin
Don’t make me... don’t make me do it...
Obi-Wan
What? This?
He blasts Anakin back with a wave of the Force. Anakin hits the wall behind him, his lightsaber falling to the side. He snaps back up, but Obi-Wan hits him with the Force again, to slam his head into the wall. Anakin slumps over.
Obi-Wan
Interesting... great passion.
Padme fires her blaster at him, Obi-Wan turns and deflects it.
Obi-Wan
You shouldn’t interfere in a duel.
He slams the Force at Padme, she falls over Telly. Telly grunts as she regains partial consciousness.
Obi-Wan
(looming over Anakin)
I would have liked to study your fighting style a bit more. Regardless...
He raises the lightsaber, poised for the kill. Anakin’s eyes open slowly, he sees the blow about to fall, can do nothing.
Suddenly, another form strikes Obi-Wan across the midsection, knocking him to the floor. The two wrestle across the floor, hurling punches, the lightsaber is knocked aside.
Anakin watches as the combatants beat the other off and stand facing each other. They are both Obi-Wan.
Obi-Wan
He’s a clone, Anakin!
Obi-Wan Clone
Hm... the original... weakened state. I don't think you can win.
The clone stretches out a hand for the fallen lightsaber, it streaks for his hand. Obi-Wan catches it with the Force himself and it hovers between them. The clone tilts his head, intrigued. It makes a motion with its other hand and the lightsaber ignites, humming in mid-air. The lightsaber starts to move slowly toward the clone.
Obi-Wan Clone
Your Force skills are weakened. I will regain the lightsaber.
Obi-Wan
(grunt)
You’re right...
(releasing his grip and pushing the lightsaber towards the clone)
Enjoy it.
The lightsaber, suddenly released by Obi-Wan, flies point first at the clone. It stabs the clone through the head. The Obi-Wan copy collapses to the floor, dead.
Obi-Wan clutches his own head in pain as the clone dies, crying out with pain. Anakin crawls over to him.
Anakin
What happened?
Obi-Wan
(recovering slowly)
I don’t know... but I felt like I’d just stabbed myself.
(he clutches his own head again, then looks back at Anakin)
I broke out of my cell... I was halfway down the other hall when I felt you... how did you find me? How are you here?
Anakin
(pointing at Telly, who is now standing nearby)
She heard you, master.
Obi-Wan looks up, seeing Telly there for the first time.
Obi-Wan
Telly!
She falls to her knees and embraces him. There are tears in her eyes.
INT. DROID FACTORY CONTROL ROOM – DAY
The monitors clearly show the dead clone and the small group moving out again, Obi-Wan being helped along. Dooku turns to Grievous with a raised brow.
Dooku
That was your masterstroke? The clone hardly knew the original’s name.
Grievous
(annoyed)
There are difficulties with the cranial scanner. But that is not the point... you saw how well it wielded the Force.
Dooku
Tolerably. But again the use eludes me. We cannot infiltrate with such defective replicas... we can likely train our own Dark Jedi at far lesser cost than cloning them.
Grievous
It will be perfected.
Dooku
Perhaps. But there are other matters at hand... do you mean for these rebels to successfully destroy your base?
Grievous
The legions are moving in.
Dooku
(with a smile)
Surely you have not lost your lust for dealing with things... personally.
Grievous
(with a chuckle)
Not at all.
Dooku
(unsheathing his blade)
Then let us have at them together, General.
Grievous
(unsheathing his own)
With pleasure.
Grievous nods to his Technician to take over as he and Dooku exit the control room.
INT. DROID FACTORY – DAY
Mace Windu’s team is also hurrying through the halls. Mace looks apprehensive. His comm beeps. Mace stops them at a crossroads in the hallway.
Mace Windu
(into the comm-link)
Go.
Kit Fisto’s Voice
... taking fire... not long...
Mace Windu
Say again?
INT. DROID FACTORY HANGAR – DAY
The force in the hangar bay is under heavy attack as droids swarm from the access shaft and the internal halls. The Jedi and soldiers are holding them off, but only with difficulty.
Kit Fisto
(into his comm-link)
We can’t hold out much longer!
The comm-link is blasted out of his hand by a stray blaster bolt. Shaking his hand free of the pieces, he leaps back into the fray with his lightsaber.
INT. DROID FACTORY – DAY
Mace puts down the comm-link, as it is only buzzing with static.
Mace Windu
We’d better hurry.
R2
(beeps)
Varrum
He thinks the main control room is down this hallway.
(he points down the hall to the left)
And there’s a large power output coming from there.
(he points straight ahead, to a door)
Mace Windu
(to JEDI 1)
Check it.
The Jedi moves cautiously forward and opens the door. It is the factory. And it’s swarming. Several droids open fire as the Jedi slams the door shut again.
JEDI 1
I don’t think we want to go in there.
His answer is punctuated as blaster bolts hit the door and it dents inward.
Mace Windu
Let’s go.
He heads down the left hall, the others follow, the sound of droid feet grows louder.
INT. DROID FACTORY – DAY
Anakin’s group is making slow progress. Obi-Wan is able to walk, but he is weak and Anakin is helping him. Telly is at point with Padme behind. They start to turn a corner, but several squads of droids are moving down it, heading for the hangar bay. They do not notice the group.
Anakin
They’ve cut us off. We may have to fight our way through.
Padme
If we just wait a few minutes, maybe the main squads will have passed.
A dark shape suddenly looms up behind her. It is Dooku, his lightsaber is ignited.
Dooku
Unfortunately, you do not have a few minutes.
He swings the saber down on Padme, but Anakin is faster. He Force pushes her to the floor and the swing goes wide. In a trice, he is on Dooku. They lock blades.
Anakin
Padme! Get back!
She crawls quickly away as Obi-Wan, who had fallen to the floor when Anakin jumped to the defense, tries to gain his footing. Telly activates her blade, though she looks quite nervous.
Dooku
So... the precocious Skywalker. How is your form, boy?
Dooku leaps backward, disengaging their blades and takes a fencing stance in a mid guard.
Anakin attacks, swinging with a wild rage. Dooku fends him off, and, with a blast of the Force, drives him into a wall. Anakin staggers.
Dooku
Your power is truly impressive, but your discipline is weak.
Dooku presses the attack, Anakin desperately attempts to hold him off, but he cannot. With a sudden horrifying swing, Dooku cuts off Anakin’s hand. It falls to the floor, still clutching his lightsaber. Dooku flings him into a wall again. Anakin lies there in shock.
Dooku
And now I am left with a Jedi who can barely stand, a failed Padawan, and a little girl.
Obi-Wan struggles to his feet and activates his lightsaber.
Obi-Wan
You betrayed the Jedi and everything you ever stood for, Dooku. You deserve only death.
Dooku
The Jedi are fools. Only the Dark Side will bring stability to this Galaxy.
Obi-Wan and Dooku clash violently, but the battle is brief. Obi-Wan is still quite weak. Dooku disarms him, then casts him backwards down the hall with a blast of the Force. Obi-Wan skids to a halt at the corner. Dooku advances forward as Telly and Padme stand over him.
Dooku
Surrender now and I may spare the women.
Behind him, Anakin, his severed arm clutched against his chest, picks up his lightsaber with his left hand.
Anakin
Leave them alone.
Dooku
(turning)
You’re quite the stubborn brat.
Dooku attacks with great confidence in victory, but quickly becomes surprised, for this time he is actually put on the defensive. Anakin drives him into a wall and swings for his gullet. The expression on Anakin’s face is alarmingly ferocious, and Dooku is briefly staggered, a look of fear crossing his face.
But Dooku strikes back. Before Anakin’s blow can land, Dooku has launched dark force lightning, blasting Anakin down the hall a good 20 feet, coming to a halt near the others. The Sith Lord rises up, his blade at the ready again.
Dooku
So... that is how you defeated Maul... with the Dark Side.
The electricity is still subsiding around Anakin. He struggles to sit up, but Dooku hits him again with the lightning.
Dooku
And yet you contain it... use it like a tool. But you do not know the true power of the Dark Side.
He blasts Anakin another time.
Dooku
So feel it... die to it.
He increases the intensity, Anakin screams. Suddenly, a blaster shot hits Dooku in the arm, a second catches his shoulder.
Padme
Leave him alone, you bastard.
Dooku
Insolence.
He easily deflects her next few shots. He then stretches out a hand, and Padme’s hand flies to her throat. Dooku is choking her. Her feet rise off the floor as she starts to gag.
Telly charges Dooku, screaming a battlecry. He lifts the two fingers of his lightsaber hand and she is flung into a wall. Obi-Wan staggers back to his feet, he flings a blast of Force at Dooku, who is pushed, but ricochets it back with his own wave of Force. Obi-Wan is cast back to the floor. Dooku turns back to Anakin with a sneer.
Dooku
It is best this way, Skywalker... for you to watch them die first.
Anakin reaches to his belt, and grabs hold of his blaster.
Dooku
(with a sneer)
You won’t get any more lucky shots.
Anakin shoots the ceiling above Dooku. The Sith Lord is momentarily surprised as the structure gives way and rocks start to pour through. In moments, he disappears in the mass of rubble. Padme falls to the floor, coughing. Anakin climbs to his feet and helps her up.
Padme
Is he...?
Anakin
Let’s not stay to find out.
Padme
Anakin... your hand...
Anakin grimaces, stuffing the still-smoking stump into his robes. He shakes his head.
Obi-Wan
That may have been the bravest act I’ve ever seen, Anakin.
Anakin nods with exhaustion. He is still smoking. They set off down the corridor.
INT. DROID FACTORY – DAY
Mace and his group are still moving. But as they round a corner, they come face to face with Grievous. The android chuckles as Mace sizes up his foe. His fellow Jedi are already at the defensive.
Grievous
Now Jedi... see what you shall fear.
His lightsabers come out, all four of them, one for each Jedi.
Mace Windu
Iblis, Varrum... do what you have to do. We’ll hold him off.
Grievous
Will you?
He leaps to attack, his blades attacking each Jedi individually. He knocks two of them down, and attempts to cut off Varrum, Bel Iblis, R2, and the several soldiers accompanying them. Grievous takes a swing, but Mace hits him with a blast of the Force and Grievous falls over, rolling quickly to his feet, now truly cut off from his quarry.
Mace Windu
Now you have to go through us.
Grievous
With pleasure.
He attacks again, and it is truly terrifying. Each of his arms seems independently guided, giving every one of his opponents a truly formidable battle. One of the Jedi falls in moments, sliced diagonally in twain. Mace flings another burst of Force at Grievous, but the general leaps onto the wall, avoiding it, and brings two lightsabers to bear on Mace. He deflects another Jedi’s blade and kicks him in the face. The Jedi is tossed across the room, unconscious. The soldiers, having a clear shot, open fire on Grievous. The blaster bolts ricochet off his neutronized armor plating, but the general turns with a glare toward the soldiers.
Hitting the floor again and dodging another Force attack from Mace, Grievous swings low and takes a Jedi off at the knees. He then flips backwards to land among the soldiers. He begins dismembering them. Mace, the last Jedi in the team, attacks with a ferocious battlecry.
Varrum, Bel Iblis, and their remaining men burst into the control room with blasters drawn. R2 follows closely behind.
Bel Iblis
Step away from the consoles!
The Techies do so, hands in the air.
Bel Iblis
Varrum?
Varrum slides up to what is apparently the main console and cracks his knuckles. R2 plugs himself into an interface socket.
Varrum
OK, R2... I need as much access as you can give me.
R2 beeps as Varrum starts typing.
Bel Iblis
That was General Grievous?
Varrum
Yeah...
Bel Iblis
What is he? A droid?
Varrum
A cyborg. He’s enhanced his own body with various droid mechanisms... the latest are in his arms. They work independently of his own brain, using my chip.
He grimaces and continues working.
INT. DROID FACTORY – DAY
It is now Mace versus Grievous. The general’s armor is stained with blood. The two clash mightily, only Mace’s great skill is enough to ward off the four lightsabers, each attacking simultaneously, each as deadly. But the Jedi is on the defensive. He continues to back up, Grievous pushes the advantage, increasing his speed. Mace attempts to use the Force again, but it is a costly mistake. With his brief break in total concentration, Grievous strikes Mace across the chest, leaving a lightsaber burn. Mace staggers back with a cry, wounded. He drops his lightsaber.
Grievous snorts. His blow failed to kill. He leaps at Mace again, but an unexpected hail of blaster fire rakes Grievous before he can strike. The general turns. It is Rieekan and his troops. Grievous turns, blocking most of the ensuing fire, but a blaster shot penetrates his armor. He pauses, sees the smoking hole, and another shot breaks through. Some servos misfire and he drops a lightsaber. With a snarl, the general heads for a corner, evading the heavy fire. Mace gets to his feet.
Rieekan
We came as soon as we could, sir.
Mace Windu
Good job.
(he picks up his weapon)
We must not let Grievous escape.
Mace and the others head after Grievous, at a run.
INT. DROID FACTORY – DAY
Anakin’s group stands near a crossroads as another batch of droids rush past. Moments after they disappear, Anakin motions the group forward, and pulls a thermal detonator from his belt. He tosses it down the hallway the droids are coming from and takes off with the others back towards the hangar. A massive boom and the sound of collapsing tunnel reaches their ears.
Anakin
Let’s hope we don’t need to use that hallway.
INT. DROID FACTORY HANGAR - DAY
Moments later, Anakin’s team has finally regained the hangar bay. It is still heavily under assault. The troops defend the ring of ships and carriers in the center of the room as droids continue to attack. Though the losses are many, the droids have lost far more.
Exhausted and wounded, the four of them look to each other grimly. Many droids stand between them and the ships.
Obi-Wan
Anakin... I just want you to know... if it ends here... that I couldn’t be more proud of you.
Anakin smiles. His pain is briefly forgotten.
Obi-Wan
Telly...
Telly
(she puts a hand to his mouth)
You don’t need to say it.
Obi-Wan kisses her. Padme looks to Anakin.
Padme
I thought he would never—
(she smiles)
Anakin
(pain obviously returning)
Come on.
He starts forward.
Padme
No. Wait.
(she kisses him quickly)
For luck.
Anakin
(mouths words just to her)
I love you.
(then aloud, to the others)
For the
The others nod. They charge the droids’ lines.
All
For the
INT. DROID FACTORY CONTROL ROOM – DAY
Varrum is working quickly. His monitors display numerous pictures of what he is doing, accessing a portion of the neural chip he designed. He is rewriting its code.
Bel Iblis
Much longer?
Varrum
Almost...
With a massive blasting sound, the second access door gives way. It is Grievous.
Technician
General!
Grievous hurtles into the room, rolling out of the path of the door. Multiple salvos of blaster fire follow him, but miss. Bel Iblis and the other soldiers open fire on him, more of his armor is burned off, but the General begins killing the soldiers. Bel Iblis retreats toward the holo screen with the rest of them, firing as they go. Grievous halts, keying in a number of commands on a console at rapid pace, ignoring the damage they are causing him. The holo-screen suddenly changes from the space battle display to a set of numbers.
Computer Voice
T-Minus 5 minutes to self-destruct.
Grievous chuckles as the right side access door, opposite the incoming Rieekan and Mace Windu opens to admit a horde of battle droids. They swarm through, holding off Rieekan and his men.
Grievous swats the remaining soldiers into the walls, leaving only Varrum and Bel Iblis. Grievous catches Bel Iblis in his hand
Grievous
Fools... what do you think to accomplish here? All that you will find is death.
He suddenly notices Varrum, he picks him up too.
Grievous
(recognizing Varrum)
You...
Grievous’ eyes flick to the monitor. It depicts a 3D graphic of the neural chip. A large button reads: “Execute?”
It takes Grievous only a moment to realize what is being done. His malevolent gaze turns to Varrum.
Grievous
So... you found a fault. A fault you would transmit to the entire army through our communications system.
(he looks at the screen again)
Almost.
With a sickening sound, he drives a lightsaber through Varrum’s chest, then drops him to the floor. He looks back to Bel Iblis.
Grievous
As for you...
He begins to squeeze. Bel Iblis cannot breathe.
Grievous
Now you see the folly of attacking me...
Unnoticed on the floor, Varrum, dying, reaches his hand to the console. He hits the enter key, and the “Execute?” changes to “Processing...”
The droids have broken the lines and all is in chaos. No longer able to defend the ships, the Jedi and soldiers are fighting for their very lives. Anakin, Obi-Wan, Padme, and Telly are near to each other, surrounded by droids. But they are being overwhelmed.
With a grunt, Anakin hits the floor as he is struck from behind by a leaping Scuttler. They leap onto his head, a buzz saw going for his throat. The others try to reach him, but too many droids are in the way.
Padme
Anakin!!
Anakin grits his teeth, but the Scuttler suddenly stops. It sits up, its comm-link light blinking. Everyone looks around in confusion, because all the droids are doing the same thing. Then suddenly, inexplicably, the droids begin attacking each other, with terrific ferocity. Anakin crawls away to the others as the surviving forces cluster back around the ships.
Obi-Wan
What is going on?
Telly
Dad... He did it!
INT. DROID FACTORY CONTROL ROOM – DAY
Grievous continues to squeeze Bel Iblis, but then he notices what is happening in the next hall. The droids are killing each other. He quickly raises his blade to finish Bel Iblis, but his arm won’t respond. He glares at it, but then his arm holding Bel Iblis spontaneously opens, dropping him to the floor. Grievous staggers backwards. He sees Varrum’s screen. It reads “Systems Update Complete.” Grievous snarls, and punches a button on his front right arm with his head.
Grievous
Override...
His right arm obeys him. He grabs hold of the comm-link fused to his body and rips it off, then punches the override controls on his other arms. They begin to function correctly again. The general snarls, and looks for Bel Iblis, but Mace Windu is in the room. The Jedi flies to the attack.
Without the independent operation of his arms, Grievous is at less of an advantage. He still attacks with three lightsabers (the fourth lost in the earlier firefight), but not as quickly. Mace presses his advantage, and a sudden swing takes off one of Grievous’ limbs. The general snarls and leaps backward, onto a computer console.
Grievous
We will meet again.
He swings his two remaining lightsabers into the ceiling, cutting away support pylons. Rubble immediately begins to pour through as the general leaps for the exit. Mace’s eyes narrow, he gauges his shot, and hurls the lightsaber. Grievous is cut in half, his severed torso clattering to a heap in front of Mace, the last servos whirring to a halt. Mace’s lightsaber returns to his hand.
Mace Windu
I don’t think so.
He stabs Grievous in the head. The General is no more.
Bel Iblis
(weakly, with a glance at the holo display)
We have less than two minutes to get out of here!
Mace looks at Varrum.
Mace Windu
Is he?
Bel Iblis nods. Mace hoists the body over his shoulder, then turns to Rieekan’s troops, who have finished off the infighting droids and entered the room.
Mace Windu
It is time to get out of here. Follow me!
He takes off back down the corridor, the others following.
Alarms are sounding loudly and lights are flashing. A warning sounds in the hangar.
Computer Voice
T-Minus 1 minute to self-destruct.
The troop transports are loading and various fighters are taking off. Anakin’s fighter is not in working order, having been apparently damaged in the firefight.
Anakin, Obi-Wan, Telly, and Padme remain in the hangar by the Falcon, waiting.
Telly
Hurry, Dad...
With great speed, Mace Windu, Rieekan, and the remaining soldiers pour into the hangar, racing for the ships.
Telly
Quick! Onto the Falcon!
They run onboard.
INT. MILLENIUM FALCON - DAY
Anakin, Obi-Wan, Telly, and Padme head for the cockpit. Telly takes the controls. The ship starts up with a roar.
Telly
This is going to be close...
The Falcon takes off, just as the base begins to shake. A fireball blasts out a wall and Telly steers under some falling rubble. Behind them, a massive wave of destruction builds.
INT. MILLENIUM FALCON - DAY
Anakin
Faster would be nice.
Telly gives it all she can.
EXT. BELGAROTH AIRSPACE - DAY
With a burst of flame, the Falcon flies from the access shaft into the skies of Belgaroth, a fireball exploding behind. It heads toward space alongside the other ships and transports. Below, a huge explosion tears up a large swath of ground as the factory explodes underground. A massive crater forms as the surface collapses in on top of it.
At the destruction of the base, the Separatist battlefleet flees the battle, and jumps to hyperspace. Most of the Trade Federation fleet is still intact. The battle is won.
INT. MILLENIUM FALCON – DAY
Telly walks back to the rec room, followed by Obi-Wan. Mace is there, by the body of Varrum, laid out on the floor. Telly leans down on one knee and cradles his head, crying. Obi-Wan puts a hand on her shoulder, holding back tears himself.
INT. DARKENED HOME – NIGHT
Palpatine stands on his balcony, his eyes gazing out across his city, a malevolent smile on his face. Behind him, Dooku stands behind him. Palpatine turns to him.
Palpatine
So... a failure.
Dooku says nothing. Palpatine continues.
Palpatine
And yet illuminating. The weakness of battle droids is confirmed.
Dooku
Yes, my master.
Palpatine
And the boy?
Dooku
Stronger than anything I have seen, my master.
Palpatine
Excellent. He will serve me...
(he looks off into the distance)
Or he will die.
Palpatine laughs.
INT. SENATE CHAMBERS – DAY
Palpatine floats in the Senate chambers. A large number of reporters are in the Senate this day, a strange cry from the usual. They are filming Palpatine.
Palpatine
And so today, my friends... we have discovered the truth behind all the strange recent events. Some of our illustrious senators...
(he gestures to the empty pods once occupied by Mon Mothma and Bel Iblis)
have been busily mounting a rebellion against our government. But they did not act alone. With the aid of the Jedi Knights, they struck at our very center. For the Jedi have long desired power... and through the greedy Trade Federation they sought to destroy us.
He pauses, the senators and reporters are hanging on his every word.
Palpatine
The Jedi who were left behind in the city to infiltrate us have now been arrested. But this will not be enough. A state of emergency, even greater than before, exists for our great Republic. For not only do we have an emboldened and still greedy Trade Federation bringing false messages of freedom to segments of the Galaxy, but the vile Separatists continue their murderous threat.
And thus, in the name of peace in our time, I declare this government the Galactic Empire... a new government strong enough to resist those who would destroy us... a government strong enough to restore order to the Galaxy!
The senators burst into applause and cameras flash wildly. Palpatine smiles... his dreams come true at last.
EXT. SPACE – THE TRADE FEDERATION FLEET IN DEEP
SPACE
The fleet appears motionless.
INT. ACKBAR’S FLAGSHIP – DAY
The officers and crew of the flagship stand at attention in a large room. This includes General Bel Iblis (at a lectern with a microphone) and, beside him, Admiral Ackbar. The officers are in full dress uniform. Before them are the open coffins of the fallen retrieved from the battle. Griggs lies in one. Rieekan stands behind it.
Anakin and Padme stand to the side, with the officers. Anakin’s arm is in a sling. Telly is close to her father, Obi-Wan behind her.
Bel Iblis
(to all the assembled)
Today we put to rest our honored dead... those who gave their all for our fight against tyranny. We wish to impart that these warriors did not die in vain... that they will be remembered so long as good people live.
Obi-Wan
Goodbye, Varrum... my old friend.
Telly kisses her father’s forehead, then closes the coffin’s lid. Soldiers silently come up and close the other coffins.
Telly stands, Obi-Wan next to her, arm consolingly around her shoulders. The coffins slide from the ship and into space.
A band plays stirring music.
Over the music, Bel Iblis leans toward Ackbar.
Bel Iblis
How long till we make Corellia?
Ackbar
Within 48 hours. We’ll be able to refit, off-load the worst of the wounded, and give everyone a much-needed break.
Bel Iblis
No Separatist ships following us?
Ackbar
They seem to have lost their taste for battle.
Bel Iblis
At least for now.
EXT. CORELLIA AIRSPACE – DAY
The blue-green orb of Corellia hangs in space as the Trade Federation fleet descends from hyperspace nearby. Lights twinkle from the nightside of Corellia and from the myriad of satellites and space stations orbiting the planet. The battlefleet moves slowly toward the space stations.
INT. ACKBAR’S SHIP – DAY
Anakin stands at a window. His attention is focused on his new mechanical arm and right hand. As Padme approaches, he quickly pulls a black glove over it and turns to the view through the window overlooking Corellia below.
Padme
Corellia is so beautiful. I can see why your mom would want to live here.
Anakin
I haven’t seen her in years now...
Padme reaches for his robotic hand. Anakin flinches, but she takes it anyway.
Padme
It’s all right.
(squeezing his hand with a small smile)
You’ll do fine.
They start to lean toward each other, but Yoda approaches from behind, Anakin senses him.
Anakin
Master Yoda—
Yoda
Young Skywalker, come with me, you must.
Padme bites her lip as Anakin is led away, worried she has gotten him in trouble.
Anakin
Master... Padme is—
Yoda
Speak not of these things now.
(he motions to an empty room)
Enter.
Anakin enters the room, Yoda follows behind. The door slides shut behind them, filling the room with darkness.
Anakin
What...?
The darkness is brief. Many lightsabers flare to life, revealing the members of the Jedi Council, now including Obi-Wan. An activated lightsaber is handed to Yoda, who takes hold of it.
Yoda
Here we gather, to honor that which has been earned.
(pause, to Anakin)
Kneel.
Anakin does so.
Yoda
Pledge to fight for honor, for justice, for liberty, do you?
Anakin
Yes, master. But I--
Yoda shakes his head, indicating he wishes silence. He then moves the lightsaber from one of Anakin’s shoulders to the other.
Yoda
Anakin Skywalker... dub thee I do, Jedi Knight, protector
of the innocent, defender of freedom, first of the
(with a flick, Yoda cuts the Padawan braid from Anakin’s hair)
Rise.
Anakin stands, a smile on his face.
Yoda
Never forget that for which you fight.
The door slides back open. The lightsabers deactivate as the lights come back on. Anakin turns and heads for the door, grinning. The other Jedi Masters smile and pat him on the back or shake his hand in congratulations.
Obi-Wan
You’ve earned it, Anakin.
They shake heartily. Anakin grins again and leaves the room, where Padme waits just outside. She sees his cut hair and hugs him. They walk away, talking happily (though unheard).
Mace Windu watches with a glare.
Mace Windu
(to Yoda)
You did not have him recite the oath of celibacy, nor do you move to stop their relationship.
Yoda
Meddle with it, I will not.
Mace Windu
It goes against the code.
Yoda
You believe the code is all? For being a Jedi, there is no more?
Mace windu
We must have a clear set of rules. Without it, we stand for nothing. Or is it that you believe he is the Chosen One?
Yoda
(watching Anakin and Padme walk away)
Strong he is with the Light Side of the Force... with her by his side.
(he looks up at Mace)
But take her away from him...
(his face shows deep concern)
INT. ACKBAR’S
Anakin and Obi-Wan enter the hangar bay, heading for one of the ships. R2 follows behind.
Obi-wan
I won’t give you any sort of rules for this trip, Anakin. You’re a Jedi Knight now, after all.
Anakin
Thank you, master.
Obi-Wan
(with a chuckle)
Not that I mind, but technically I’m not your master anymore.
Anakin
(grin)
Right.
He climbs into the ship. R2 is pulled into his socket. Padme races into the hangar bay.
Padme
Another mission already!?
Anakin
No... we’ve got at least three months here before they finish repairs.
Padme
Oh... right. You’re going down to Corellia.
Anakin
(sideways grin)
I really shouldn’t go without my co-pilot, though.
Padme laughs as Anakin helps her into the ship.
Obi-Wan
Don’t get into too much trouble.
Anakin
(as the cockpit shuts)
Me?
Obi-Wan laughs. The fighter’s repulsors kick in and the ship heads for the opening bay doors.
INT. ACKBAR’S SHIP DINING HALL – DAY
Obi-Wan enters the dining room, a comfortable, large room with huge windows looking out on the planet below. Telly stands by one of the windows. Obi-Wan goes to her. She turns and looks at him, her face still streaked with the remains of tears. Without a word, Obi-Wan slips his hand into hers and holds tightly. She looks down and then smiles at him.
Outside, Anakin and Padme’s ship flies near the window. Obi-Wan, Telly, and the other Jedi and Trade Federation folks in the dining hall watch. Anakin and Padme are kissing in the cockpit. Obi-Wan chuckles. Anakin sees them inside and gives a thumbs-up. All the assembled raise a fist or a drink in the air and cheer him.
Iris out to credits.