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 III: REVENGE OF THE SITH

 

The fate of the Galaxy hangs in the balance. The newly formed GALACTIC EMPIRE, faced with increasing defiance, is bringing forth the might of its clone armies to eliminate all resistance.

 

System after system is falling under the yoke of the Empire. The SEPARATIST ALLIANCE is breaking apart. Only the TRADE FEDERATION remains intact, but its resources diminish with each passing day.

 

However, with the newfound aid of the JEDI KNIGHTS, the Trade Federation may finally be poised to strike a blow against the Empire that will rally more systems to the cause...

 

Pan down to reveal a Lambda class shuttle, flanked by two TIE fighters. They head toward a large space station, one of many orbiting Bilbringi. These are the Bilbringi Shipyards, owned by Sienar Fleet Systems. This is evidenced by the corporate logo and signs on the space docks. Many Star Destroyers can be seen in various stages of completion.

 

The shuttle and its escort enter a docking bay.

 

 

INT. BILBRINGI SHIPYARDS DOCKING BAY – SPACE

 

A small contingent of Clone Troopers stand to attention as GRAND MOFF TARKIN emerges from the shuttle. Tarkin dresses as an Imperial fleet officer, but with the markings of his rank as a governor of multiple systems.

 

He is quickly greeted by an Incom ENGINEER.

 

Engineer

Welcome to Bilbringi, sir. Mr. Sienar sent me to help you with your things.

 

Tarkin

(frown)

Aren’t you an engineer? Do you even have security clearance for this wing?

 

Engineer

Well, um, things have been hectic... lots of construction going on... Mr. Sienar’s waived most of the security requirements temporarily.

 

Tarkin

Oh, has he?

 

Tarkin pauses, because RAITH SIENAR, head of Sienar Fleet Systems, is approaching, with a broad smile on his face. Sienar is dressed formally for the occasion.

 

SIENAR

Greetings, Senator, or should I say, Grand Moff Tarkin?

(they shake hands)

Congratulations on your appointment to the Outer Rim Territories.

 

Tarkin

(smiling back)

A pleasing assignment from the Emperor himself. These new vessels in production will be a great aid to policing this sector, Raith.

 

Sienar

Thank you. But I assume you haven’t come just to offer praise.

 

Tarkin

(with a chuckle)

No indeed.

 

The two depart the docking bay. The Engineer gathers up Tarkin’s bags.

 

 

INT. SIENAR’S OFFICE – SPACE

 

Sienar and Tarkin enter the office. Sienar motions for his companion to sit and he pours both of them drinks from a large decanter. Tarkin takes his drink and holds it, waiting.

 

Tarkin

Bit lax on security around here.

 

Sienar

(frown)

There’s a lot of interdepartmental collaboration. And what with all the new orders...

 

Tarkin

I don’t want to see unauthorized people outside their work zones again.

 

Sienar

Right... of course.

(pause)

You’ll be pleased to know our collaboration with Incom is proving fruitful. The new X-Wing.

 

Sienar flicks a switch and a hologram emitter displays an X-Wing fighter.

 

Tarkin

(disinterested)

Yes, you’ve mentioned that in recent communications.

 

Sienar

The cost is only somewhat greater than a TIE fighter, but it is shielded, hyperspace capable, and has full life-support systems.

 

Tarkin

Impressive, but—

 

Sienar

Quad laser cannons, proton torpedoes. We have a prototype if you would like to—

 

Tarkin

(coldly)

What of the Emperor’s primary project?

 

Sienar

(with a sigh)

We’ve had a bit of a problem.

 

Sienar adjusts the holographic controls, and a different holo appears. It is a huge, spherical object, supported by a metallic superstructure. A large dish-shaped object exists on its northern hemisphere, one of the few sections of the entire object that is not open to space.

 

Tarkin

What kind of problem? This project was meant to be foremost of the contracts we’ve so generously provided your company. Do you want to be nationalized, too? It would be very easy.

 

Sienar

No, no. We’ve just had some issues with our power tests.

(He pulls a sheaf of papers from his desk, covered with testing results and other figures. He offers them to Tarkin, but the Grand Moff isn’t interested)

Remember, this is a superlaser you’re asking for. It’s never been done and—

 

Tarkin

Is that the message you wish me to take back to the Emperor?

 

Sienar

(sweating)

Of course not. It’s just a scientific problem. The primary power couplings failing to—

 

Tarkin absently looks out the window. Some ships descend from hyperspace outside.

 

Tarkin

Expecting more company?

 

Sienar

(looking up from his figures)

What?

 

 

EXT. BILBRINGI SHIPYARDS – SPACE

 

It certainly isn’t any company Sienar is expecting. The vessels bear the Trade Federation insignia, and they quickly go to work. Two of the Star Destroyers under construction explode under an intense barrage from capital ships and fighters. The shipyards automated defenses open fire, but are quickly targeted by the attackers.

 

 

INT. SIENAR’S OFFICE – SPACE

 

Sienar is frantically punching buttons on his comm-link. A CLONE COMMANDER’S image appears.

 

Sienar

What is going on?!

 

Clone Commander

The rebel scum have penetrated external defensive systems. All remote batteries and shields have shut themselves down.

 

Sienar

How is that possible?!

 

CLONE COMMANDER

Unknown, sir. All defensive craft are deploying now. I suggest you retreat to the secure bunker.

 

Another Star Destroyer explodes. Sienar winces.

 

Tarkin

The Empire isn’t paying for those.

 

 

EXT. BILBRINGI SHIPYARDS - SPACE

 

A special wing of Trade Federation ships breaks off from the main attacking force and makes for one of the shipyards. It consists of a large troop carrier and an escort of fighters. A wing of clone fighters converges on the convoy, opening up heavy fire.

 

 

INT. TROOP CARRIER – SPACE

 

Soldiers and two Jedi Knights stand ready in the troop carrier, keeping tight hold of straps on the ceiling. The carrier shudders as it withstands damage.

 

OBI-WAN KENOBI, looking a little older, turns to his nearby compatriot, ANAKIN SKYWALKER, now 23 years old and fully grown. They both wear Jedi robes.

 

Obi-Wan

I’m not sure I like this plan.

 

Anakin grins widely as the entire ship shakes and the other troops exchange concerned glances.

 

Anakin

Don’t worry, master, she can take a few more hits.

 

The ship is hit again. Anakin laughs. Obi-Wan just shakes his head.

 

 

EXT. BILBRINGI SHIPYARDS – SPACE

 

The troop carrier valiantly dodges another wave of fighters as its escort continues to intercept. Under fire, the carrier unleashes two missiles (its only armaments) into a wall, then careens inside the facility into a large hangar bay. A blast shield slams down over the entrance they created.

 

There are hundreds of shocked workers, droids, and some clone troopers. The clones begin opening fire, but their line of sight is disrupted by the many ships in the hangar.

 

The rear door opens up as the carrier checks its speed and reduces altitude. Anakin and Obi-Wan are first to the open door.

 

Obi-Wan

Here we go again...

 

The Jedi leap out, closely followed by the other troops. Clones rush to their position and the fighting begins. The troop carrier circles the hangar.

 

The outnumbered clones are taken out quickly under the combined firepower of the Jedi and Trade Federation soldiers. The workers and droids surrender. The troop carrier lands and R2-D2 rolls out.

 

Obi-Wan turns to COLONEL CARLIST RIEEKAN, commander of the third division.

 

Obi-Wan

Colonel Rieekan, I believe this is where we part ways for now.

 

Rieekan

(with a salute)

Yes, general. Secure the area?

 

Obi-Wan

Yes, and stop saluting me. It’s an honorary rank.

 

Rieekan

(with a chuckle)

Right.

(to his men)

Defensive perimeter! Secure the area!

 

Anakin

(checking a datapad)

I’ve got their signal. That way.

(he points to the end of the hangar bay)

 

The two Jedi move out, followed by R2-D2.

 

 

INT. SIENAR’S OFFICE – SPACE

 

Sienar is obviously distraught. Tarkin remains calm.

 

Tarkin

I must say I find your security levels disappointing, Sienar. These shipyards are quite important to the Empire.

 

Sienar

This shouldn’t have happened! We have interdictor sites at distant orbit, we have sensor array warning systems, we have a multitude of other automated defenses! All installed by Incom’s engineers, the best in the Galaxy!

 

Pause. Tarkin gives Sienar a knowing look.

 

Tarkin

Perhaps your “partnership” with Incom has not been as beneficial as you surmised.

 

Sienar snarls, realizing the betrayal.

 

 

INT. BILBRINGI SHIPYARDS INCOM WING – SPACE

 

The SCIENTISTS and ENGINEERS (wearing white lab jackets and name badges) of Incom work in this wing. A sign above reads “Incom Wing.” A prototype X-Wing is in a small hangar outside their workstation. With the current threat, they are not doing much work, but are being protected by a squad of clones.

 

The CLONE SERGEANT receives a command from his helmet, and he turns on the Incom employees.

 

Clone SERGEANT

You have all been found guilty of treason to the Empire. Sentence to be carried out immediately.

 

He and the other clones aim their blasters, but the Engineers had obviously expected this. They pull blasters of their own and duck for cover. A firefight ensues.

 

It doesn’t last long, however, for Anakin and Obi-Wan storm in. A few shots come their way, but they deflect and cut down the remaining Clone Troopers.

 

Obi-Wan

Incom Corporation?

 

BORMIN NELLICK steps forward.

 

NELLICK

Yessir. Bormin Nellick, CEO.

 

Obi-Wan

We appreciate your help. Time to get out of here.

 

The Incom employees nod their agreement. Anakin is looking out a window.

 

Anakin

I think we’d better head to the transports.

 

 

EXT. BILBRINGI SHIPYARDS – SPACE

 

The defenses are increasing. Huge numbers of ships are pouring from the planet’s surface and from other wings of the shipyard facilities. A Trade Federation blockade runner is destroyed.

 

 

INT. ACKBAR’S SHIP – SPACE

 

ADMIRAL ACKBAR sits in the commander’s chair. An OFFICER turns to him.

 

Officer

Sir, shipyard defenses coming back online! They must have located the system sabotage!

 

Ackbar pushes the button for fleetwide communication

 

Ackbar

All craft prepare to fall back on my mark. Recover all away teams!

 

 

INT. BILBRINGI SHIPYARDS HANGAR – SPACE

 

Obi-Wan’s holo appears over Rieekan’s wrist comm-link.

 

Obi-Wan

We’ve got them. Heading back now.

 

Rieekan

Roger. Defense systems are coming back online.

 

Obi-Wan

(with a grimace)

We’ll hurry.

 

 

INT. BILBRINGI SHIPYARDS INCOM WING – SPACE

 

Obi-Wan

So, destroy the prototype and—

 

He is cut off as a new squadron of clones swarms in from the far side of the hangar, pushing their way past some terrified Sienar employees. The clones open fire, Anakin deflects the shots.

 

Anakin

(leaping into the hangar)

Get them out of here!

 

Since Anakin is already gone, Obi-Wan is unable to protest. He and the engineers head back toward the main hangar. R2 remains. Anakin rushes the clones, their blasts ineffectually richocheting off of his lightsaber. He cuts down several, but their leader has pulled out a thermal detonator. He reaches for the activation button.

 

But Anakin is too fast for him. In a moment, the clone is suspended in midair, his arms held apart, unable to activate the device. Anakin shakes a finger at him.

 

Anakin

Tsk, tsk.

 

A SIENAR ENGINEER has daringly gone for a fallen blaster. He scoops it up and fires from a kneeling position. The shot hits Anakin in the shoulder, and he turns. There is a sickening crunch as Anakin uses the Force to break the clone’s neck and the blaster flies from the Engineer’s hand to Anakin’s. The Engineer shakily puts his hands in the air.

 

Engineer

Please... don’t... I surrender!

 

But Anakin shoots him in the head as he passes by. He drops the blaster on the body.

 

 

INT. BILIBRINGI SHIPYARDS CONNECTION HALL – SPACE

 

Obi-Wan and the Incom employees make their way quickly down the hall connecting the hangar bays. Its windows look out on space and the planet below. Outside, a Star Destroyer is moving their direction.

 

 

INT. STAR DESTROYER BRIDGE – SPACE

 

The Star Destroyer CAPTAIN stands calmly on the bridge.

 

Captain

Target the traitors and fire.

 

 

EXT. BILBRINGI SHIPYARDS – SPACE

 

The Star Destroyer opens fire on the hall; a huge section is blown out.

 

 

INT. BILBRINGI SHIPYARDS CONNECTION HALL – SPACE

 

One of the engineers is sucked out into space as the Star Destroyer’s turbolasers obliterate the section. Obi-Wan braces against the suction as the other Incom employees grab hold of anything they can. He stretches out his hand and the corners of the hall bend over, sealing the gap. He and the remaining engineers retreat into the main hangar bay.

 

 

INT. BILBRINGI SHIPYARDS INCOM WING – SPACE

 

Anakin’s comm-link flips on.

 

Obi-Wan

(over comm)

They’ve cut off your retreat, Anakin. You’ll have to find another way out.

 

Anakin looks at the X-Wing as R2 rolls up beside him.

 

Anakin

I hope that thing works.

 

 

INT. STAR DESTROYER BRIDGE – SPACE

 

Captain

Target the Incom wing.

 

 

EXT. BILBRINGI SHIPYARDS – SPACE

 

Turbolaser fire engulfs the Incom wing, blowing it to smithereens. But from the fireball emerges the X-Wing, Anakin at the helm.

 

Anakin

Ha ha!

 

The transport blasts a path out of the main hangar, the Star Destroyer attemps to shoot it down, but it evades the slow-tracking turbolasers.

 

 

INT. TROOP TRANSPORT – SPACE

 

Obi-Wan

(into comm)

We’re away! Sound the retreat!

 

 

INT. ACKBAR’S SHIP – SPACE

 

Obi-Wan’s holographic figure disappears from the comm receiver.

 

Ackbar

All ships retreat into hyperspace!

 

 

EXT. BILBRINGI SHIPYARDS – SPACE

 

The Trade Federation ships break into hyperspace, the Star Destroyers firing after them, but the rebels have escaped.

 

 

INT. SIENAR’S OFFICE – SPACE

 

Sienar

(into comm)

Prepare to follow them into hyperspace!

 

Tarkin

Belay that order.

 

Sienar

Eh?

 

Tarkin

They’ll scatter first before they return to their rendezvous. It’s a waste of time.

 

Sienar looks bothered.

 

Tarkin

We have been gathering reliable intelligence on their movements. We shall soon have their base. It is best for our plans if they believe they have escaped.

 

Sienar

You know best, of course. But you should know, we CAN trace the X-Wing.

 

Tarkin

Eh?

 

Sienar

(working on his computer)

All our prototype ships have tracking systems. For maximum security. Wherever it goes, you can find it.

 

Sienar pulls a data device from his computer and hands it to Tarkin.

 

Tarkin

The Emperor will be pleased. However, this does not absolve your failure to properly protect this station.

 

Tarkin stands.

 

Sienar

(formally)

The shipyard will be impregnable in the future. Unless you decide I’m... that I’m...

 

Sienar swallows visibly.

 

Tarkin

Come now, Raith. I am not the Emperor. Your life, and your company, remain yours. But I want that superlaser.

 

Sienar

(relieved)

I’ll make it work.

 

Tarkin

(smile)

I know you will.

 

Tarkin exits, opening a comm-link. He speaks into it.

 

Tarkin

Skywalker is in the X-Wing. The Emperor will not tolerate failure.

 

CAptain Jorn

(over comm)

Of course not.

 

Tarkin

We want him alive.

 

Captain Jorn

It will be so.

 

Tarkin looks out into the starry view before him. He smiles.

 

 

INT. SHIMIA SKYWALKER’S HOME – DAY

 

PADME SKYWALKER, 23, sits by a window in a small home on Corellia. She wears a loose dress, but her pregnant belly stretches it outward anyway. The house is owned by SHIMIA SKYWALKER, Anakin’s mother. Shimia enters the room. She is in her late 40s, careworn, but carrying herself well in a simple gown. She sits by Padme.

 

Padme

I hate staying behind, having to wonder what’s happening.

 

Shimia

But you can’t risk it, Padme. Not now.

 

Padme grimaces, absentmindedly rubbing her stomach.

 

Padme

I’ve a month or two left.

 

Shimia shakes her head, picking up a steaming cup. She looks out the window.

 

Shimia

He’ll be safe. He can take care of himself.

 

Padme

(grins)

Well, I would never worry about that.

 

 

EXT. BILBRINGI SYSTEM – SPACE

 

Anakin himself may have a different opinion on that matter. His X-Wing is under heavy assault, a wing of TIE fighters in hot pursuit. A heavy Interdictor Cruiser and a small Star Destroyer are also in attendance. These two ships are quite close to each other.

 

Anakin

R2! Can’t you jam their tractors or something? They’re going to get a lock soon.

 

R2

(beeps indignantly)

 

A few salvos skip across the X-Wing, flashing hot on the deflectors. Anakin reads R2’s feedback.

 

Anakin

I didn’t say it was your fault. I’d just like to know how he knew exactly where to find us to yank us out of hyperspace.

 

R2

(snorts, then beeps several more times)

 

Anakin blows away a TIE fighter on a quick turn, but is soon under pursuit again.

 

Anakin

A tracker? But why just go after me? The plans are with the rest of the fleet.

(grimace)

Or maybe it’s just because I grabbed the wrong ship.

 

His comm flashes on as he continues to evade pursuit. It is Captain Jorn.

 

Captain Jorn

Rebel scum! You are hopelessly outmatched. Surrender now or be destroyed.

 

Anakin casts a glance back towards R2.

 

Anakin

What do you think?

 

R2

(beeps with annoyance)

 

Anakin

Yeah, I thought so.

 

The X-Wing turns in a sudden loop, flying back through the TIE fighters, who scatter to evade. Two are quickly destroyed. The X-Wing is now flying straight towards the Star Destroyer. The capital ship lances turbolaser fire at the fighter, but misses wildly.

 

A wild light is in Anakin’s eyes, along with a look of total concentration.

 

Anakin

Route all power to the engines, R2, and cut the deflectors.

 

R2

(beeps with worry)

 

Anakin

(smile)

Trust me.

 

The X-Wing’s speed increases considerably as it hurtles toward the Star Destroyer, the TIE fighters begin to lag behind, though they continue firing.

 

Anakin has closed his eyes, he releases the steering column. They are in close proximity to the Star Destroyer now, and the fire begins to fill all space before them. But the X-Wing, guided by the Force, dodges.

 

 

INT. STAR DESTROYER BRIDGE – SPACE

 

Captain Jorn

Get it in the tractors!

 

Officer

Sir, it’s so small! And I’ve never seen evasion like this.

 

The X-Wing is full in the window. It is coming straight at the bridge.

 

OFFICER 2

He’s coming right at us!

 

CAPTAIN JORN

Shields! Divert all power to bridge shields!

 

Officer

But—

 

Captain Jorn

Do it!

 

 

EXT. BILBRINGI SYSTEM – SPACE

 

Anakin’s eyes pop open as he grips the steering column. He squeezes the triggers and his entire arsenal of proton torpedoes is deployed. They do not strike the bridge, but smash into a now-unshielded section near the thrusters. The thrusters sputter and the entire ship starts to spiral towards the Interdictor.

 

 

INT. STAR DESTROYER BRIDGE – SPACE

 

The Interdictor Cruiser is growing large in the view window.

 

OFFICER

He’s disabled primary thruster control!

 

Officer 2

She won’t respond!

 

There is a look of cold fury (and also fear) in Jorn’s eyes.

 

 

INT. INTERDICTOR CRUISER BRIDGE – SPACE

 

The Star Destroyer can be clearly seen in the view window, heading straight for the cruiser.

 

INTERDICTOR CAPTAIN

The gravity well! Shut it down! Shut it down!!

 

 

EXT. BILBRINGI SYSTEM – SPACE

 

They are too slow. The Interdictor’s gravity well generator has captured the powerless Star Destroyer, and the two collide. As the X-Wing pulls free, a massive fireball consumes both ships. The remaining TIE fighters break off the pursuit.

 

Anakin looks back at the devastation, a wry smile on his face.

 

Anakin

R2, re-engage the hyperdrive, these coordinates.

(he punches in the data on his keyboard)

And see if you can jam that tracking device.

 

With a rush of starlines, the X-Wing disappears into hyperspace.

 

 

INT. TRADE FEDERATION HQ HANGAR – DAY

 

MON MOTHMA and GENERAL GARM BEL IBLIS wait in an open-air hangar. Outside, some of the picturesque farmland terrain of Corellia is visible. A shuttle lands before them and SENATOR BAIL ORGANA exits. Mon Mothma embraces Bail Organa warmly. Bel Iblis and Organa exchange a hearty handshake.

 

Bail Organa

I heard the good news. How fast is the word spreading?

 

Mon Mothma

Several delegations are coming. It will be a day or so, due to the security measures. I hope you’re not taking too big a risk coming here, Bail. You’re our best spy in the Senate.

 

Bail Organa

Don’t worry, I’ve managed to worm my way into the Emperor’s inner circle. As distasteful as that has been. I’m officially on vacation back to Alderaan.

 

Bel Iblis

(claps Organa on the back)

I don’t envy your role, my friend. I’d rather be soldiering any time.

 

Chuckling, the group heads into the complex.

 

 

EXT. BAZARRE SPACE STATION – SPACE

 

Anakin’s X-Wing comes out of hyperspace near a large space station. Many ships of varying sizes are docked with the huge structure, with others coming and going. It is obviously a busy place.

 

The X-Wing flies inside the main docking bay.

 

 

INT. BAZARRE SPACE STATION – SPACE

 

Anakin pays a dock worker as R2 is removed from the cradle.

 

Dock Worker

(indicating the X-Wing)

You want her filled up?

 

Anakin

No, I’m trashing it. Can you pack it off to the nearest salvage station?

 

The dock worker is a bit surprised. Anakin leaves him examining the ship and activates his wrist comm. Obi-Wan’s image flickers to life.

 

Obi-Wan

Anakin! Thank the Force! Where are you?

 

Anakin

I got side-tracked... the X-Wing is hot.

 

obi-Wan

Damn... are you all right?

 

Anakin

For now, I think. R2 is trying to jam the tracking signal. It’s new tech, though. They might be close behind.

 

Obi-Wan

We can come and get you—

 

Anakin

(angrily)

I can handle myself!

(he pauses, and shakes his head)

That is, no reason to take the risk. I’ll find my own way back.

 

Anakin flicks off the comm.

 

 

INT. ACKBAR’S FLAGSHIP - SPACE

 

Anakin disappears from Obi-Wan’s comm. Obi-Wan looks away, his brow furrowed.

 

 

EXT. THE EMPEROR’S WILL – SPACE

 

Tarkin’s shuttle enters the docking back of a large Star Destroyer (larger than a typical Star Destroyer, but still pre-Super Star Destroyer). This is the Emperor’s Will, flaghip of the Imperial Fleet.

 

 

INT. EMPEROR’S WILL DOCKING BAY – SPACE

 

EMPEROR PALPATINE, dressed in a black cloak, is flanked by his red-garbed Imperial guard. He waits as Tarkin exits the ship. The Grand Moff is saluted by the assembled Clone Troopers. Tarkin kneels to the Emperor.

 

Palpatine

At ease, my friend.

 

Tarkin rises, and the two begin walking out of the docking bay, followed at a distance by the guards.

 

Tarkin

You received my report, I trust?

 

Palpatine

I understand that you allowed Sienar to retain his position.

 

Tarkin

He may have been a fool, but he remains useful. I doubt any other engineer could design what we’re asking. Given this recent incident, however, I’d like to find a remote location for construction of the station. Preferably outside our administered territories.

 

Palpatine

Very well. Present me your recommendations later. What of Skywalker?

 

Tarkin

(frown)

Captain Jorn pulled him out of hyperspace as commanded. But we lost contact with both ships.

 

Tarkin pulls out a starchart and indicates a marked coordinate.

 

Tarkin

He’s attempting to jam the tracer, but we’ve picked up scattered signals on the edge of some major shipping lanes. It may be a space station.

 

Palpatine

(with a glance at the chart)

Yes, an illicit trading post.

 

Tarkin

And you were right to suspect Senator Organa of treason. He led our spy right to the Trade Federation leadership. He suspects the main fleet to return within the day. It appears the Corellian government has sided with the rebels. Admiral Thrawn is on standby.

 

Palpatine

Excllent. Corellia must be brought in line once the rebels have been destroyed. As for Skywalker... I believe he may require special... persuasion.

 

Palpatine smiles somewhat hideously.

 

 

EXT. CORELLIAN SYSTEM - SPACE

 

The Trade Federation Battlefleet descends from hyperspace into the orbit of the blue-green orb of Corellia. The planet is orbited by hundreds of space stations and docks, which the fleet heads towards. Ackbar’s ship docks with the largest station.

 

 

INT. CORELLIA SPACE STATION – SPACE

 

Obi-Wan and the other troops on the ship exit to the crowded space station. They are greeted with huge applause from the gathered throng. Bel Iblis, Mon Mothma, and Bail Organa greet Ackbar first. Obi-Wan searches the crowd, finally spotting TELLY, former Jedi Padawan, carrying an infant child MARA KENOBI (about 4 months old). Telly sees him at the same time and rushes forward, embracing him. MACE WINDU, standing near a window, observes their exchange.

 

Telly

Oh, Ben!

 

They kiss. Mace Windu, shaking his head angrily, clenches his fist and departs the area. Obi-Wan kisses his daughter on the forehead and holds her.

 

Obi-Wan

(bouncing her up and down)

You’re getting so big!

 

Mara giggles.

 

Telly

You’ve been gone too long.

 

Obi-Wan

(smiling)

It would seem so.

 

Obi-Wan looks up to see Padme and Shimia approaching. The gold-plated protocol droid, C-3PO is also nearby. Obi-Wan clears his throat.

 

Padme

(concerned)

Where is Anakin?

 

Obi-Wan

(with a grimace)

He got side-tracked, I’m afraid.

 

3PO

Oh, dear!

 

Shimia

(worried)

Is he all right?!

 

Obi-Wan

Yes, he contacted us from a space station outside the normal shipping lanes, though I’m not sure where. He seemed a bit... off.

 

Padme

(frown)

I know... His temper is, well, short lately. I expect he’s told you what he thinks of our strategy.

 

Obi-Wan

Frequently. But the frontal assault he keeps bringing up at council—

 

Obi-Wan trails off as YODA approaches, followed by Bel Iblis, Mon Mothma, Bail Organa, and some others.

 

Yoda

Congratulations are much due, Master Kenobi.

 

Obi-Wan

Thank you, Master Yoda.

 

Yoda just chuckles.

 

Mon Mothma

Admiral Ackbar informed us of Master Skywalker’s troubles. I assume you’ll let him know when he returns that the both of you are to be honored guests at the conference.

 

Obi-Wan

Conference?

 

Bel Iblis

Indeed. One might call it the conference. Delegates are coming from all over the galaxy.

 

Obi-Wan

You’re formalizing the Rebellion.

 

Mon Mothma

Yes. It is time to throw the gauntlet down on Palpatine. Show him just how many systems are willing to unite against the tyranny of his empire. They’ve called this the Clone War. We shall call it the Revolution!

 

Obi-Wan

Good branding. But you’ll also give him every excuse to marshall the full force of the Imperial fleet to destroy us.

 

Bel Iblis

We cannot win this war with guerilla attacks, General Kenobi.

 

Obi-Wan

(with a sigh)

Yes, I know.

(pause)

I shall certainly be in attendance.

 

The politicians take their leave. Obi-Wan and Yoda stand together.

 

Yoda

Resting on a knife’s edge, these endeavors are.

 

Obi-Wan

Master Yoda, I must admit I am rather concerned about Anakin.

 

Yoda

Hm. Worry not. Take care of himself, Master Skywalker can.

 

 

EXT. BAZARRE SPACE STATION – SPACE

 

A heavy Star Destroyer and a Dreadnought burst out of hyperspace, extremely close to the space station.

 

 

INT. BAZARRE SPACE STATION – SPACE

 

A loudspeaker thunders a message through the crowded halls.

 

Voice

Unregistered Space Station... You are now under Imperial Surveillance. We shall brook no resistance. Prepare to receive inspection.

 

Chaos erupts as merchants ready their heavy weaponry. Anakin, walking down the hall with R2, sees what is happening. He takes off at a run. The droid follows him.

 

 

EXT. SHUTTLE – SPACE

 

A transport shuttle, filled with Clone Troopers and escorted by two TIE fighters, heads for the space station.

 

 

INT. SHUTTLE – SPACE

 

A SITH LORD, dressed in rather fancy black Jedi robes, stands at the bridge of the shuttle. His face is unseen.

 

SITH LORD

(into a comm)

Disable any ships attempting to escape the space station.

 

Voice

(over comm)

Sir, the station’s thrusters are coming online... they may be trying to enter hyperspace.

 

Sith Lord

Neutralize the station.

 

 

EXT. BAZARRE SPACE STATION – SPACE

 

Thruster banks flare brightly on the station as it attempts to flee, but the Dreadnought and Star Destroyer open fire. The ion bursts glow electric on the station’s hull and several explosions tear near the thrusters. The engines go dark.

 

Several ships attempt to flee the station, but the Dreadnought’s ion cannons are faster. The ships hang in space, disabled. Several TIE fighter wings are now circling the station.

 

 

INT. BAZARRE SPACE STATION – SPACE

 

It is chaos inside. Black market vendors are frantically gathering up their goods. Many mercenaries and bounty hunters ready their weapons. People are running everywhere.

 

Computers inside the station are disabled or destroyed. Electrical sparks issue from the flickering lights and damaged consoles.

 

Anakin reaches the docking bay. He is on a high balcony level, but just as he starts down the stairs, several shuttles blast their way inside and land. Mercenaries line the rails of the upper balcony level, and open fire on the ships. Anakin ducks behind a pillar as clones issue from the shuttles, laying down suppressive fire on the gathering resistance. Many fall to the concentrated blasts. The mercenaries retreat.

 

From the lead shuttle comes the Sith Lord, who is, in fact, COUNT DOOKU.

 

Dooku

Spread out and find him.

 

Clone Commander

(saluting)

Yessir.

 

The clones fan out quickly, slaughtering several who get in their way. They reach the balcony pillar, but Anakin is gone.

 

 

INT. BAZARRE SPACE STATION – SPACE

 

Anakin comes racing back up the hall. Blaster fire is following him as he passes the slower R2, who was still coming up to the hangar. R2 turns and beeps. Anakin waves a hand, and the droid, with much dismay, levitates into the air and floats after Anakin as he ducks into a side hall. R2 drops to the floor as Anakin closes the door and seals it with his lightsaber.

 

R2

(beeps questioningly)

 

Anakin

It’s Dooku. I don’t understand... he’s not with the Empire. He’s a Separatist.

 

The echoing blaster fire grows louder outside and the door starts to glow. R2 plugs himself into the console and a heavier blast door slams down.

 

Anakin

I thought you were jamming that tracker.

 

R2

(annoyed beep)

 

Anakin

Fine, sorry. I know you’re not perfect. We need weapons... and another way out.

 

R2 beeps as he reads data from the console. Then the droid disconnects and leads Anakin down the hallway.

 

 

INT. BAZARRE SPACE STATION SALVAGE – SPACE

 

Dooku glares at the remains of the X-Wing, mostly crunched to wreckage in a large trash compactor. He turns to his right, where he is busy Force-choking the Dock Worker.

 

Dooku

Is he still here?

 

Dock WOrker

I— don’t...

(gags)

 

Dooku

(glares, tightens his fist)

I am growing impatient. Now tell me, where is the Jedi?

 

The Dock Worker chokes out something unintelligble as a CLONE COMMANDER approaches.

 

CLone Commander

Sir, my men have located Skywalker in the east wing of the facility. He’s sealed himself off, but we’ll be in soon.

 

Dooku

Excellent.

 

He casually flings the Dock Worker into the trash compactor with the Force.

 

Dooku

Lead the way, Commander.

 

 

INT. BAZARRE SPACE STATION – SPACE

 

The clones have finally burned their way through the blast door. They storm into an empty hallway, followed by Dooku.

 

Dooku

The time for hiding is over, Skywalker... it is time to meet your destiny.

 

From a side room suddenly bursts Anakin, who rolls across the floor and tosses a thermal detonator. The clones leap for cover, Anakin dives into another side room. The detonator explodes.

 

The explosion ripples around a Force bubble that surrounds Dooku, though it obliterates several walls and most of the troops. The Sith Lord covers his face against the smoke. A blaster fires, striking him in the shoulder.

 

Anakin advances on Dooku, firing rapidly. The Sith Lord strides out of the smoke, dissipating it with a wave of his hand. With his other, he deflects the blaster with a Force shield.

 

Dooku

You’ll find I’ve learned a great many new techniques since our last encounter.

 

Anakin throws aside the blaster and pulls out his lightsaber. Dooku ignites his own.

 

Anakin

(sneering)

Then maybe this will be worth my time.

 

The two clash, their lightsabers flashing with the intensity of their duel.

 

Dooku is fighting within himself, fending off Anakin’s blows but attempting few of his own. He does not seem harried, but calmly in control. He is rotating Anakin, whose back slowly turns towards the blown-open blast door. Anakin drives with a mighty swing, disarming Dooku. The Count avoids the next swing, but Anakin slams him backwards with a Force blast. Dooku recovers his lightsaber with the Force.

 

Anakin

Holding back, Count? Or are you really this weak?

 

Dooku

You forget, boy, that there is more to victory than mere power.

 

Clone troopers step into the opening behind Anakin. He senses them with the Force and turns as they let loose stun blasts from their rifles. He blocks the first set, but then Dooku, from behind, staggers Anakin with a Force Push.

 

Knocked off-balance, the second wave of blasts hit Anakin head on, and he slumps to the ground, unconscious. Anakin’s lightsaber flies to Dooku’s hand. The clones retrieve Anakin.

 

Dooku

(to the Clone Commander)

Remember... the Emperor does not want him damaged.

 

From a far side room, R2 watches as Dooku and the clones depart with Anakin dragged along behind. The droid whistles with worry.

 

 

INT. BAZARRE SPACE STATION DOCKING BAY – SPACE

 

Dooku leads the clonetroopers into his shuttle as they drag Anakin’s unconscious body with them. As the ramp closes, R2-D2 appears from around a corner.

 

R2

(whistles with concern)

 

The shuttle takes off. R2 enters the room, looking side to side. His gaze settles on a small, abandoned fighter, Naboo class.

 

 

INT. STAR DESTROYER BRIDGE – SPACE

 

The Star Destroyer’s viewer looks down on the mostly dark space station. Dooku enters the bridge.

 

Captain

(gesturing at the station)

Shall we destroy it, sir?

 

Dooku

We have what we came for. Let them spread their fear to all who would oppose the Empire.

 

Captain

(salute)

Sir.

 

 

EXT. STAR DESTROYER – SPACE

 

With a rush of starlines, the Star Destroyer and Dreadnought jump into hyperspace.

 

 

EXT. CORUSCANT SPACE - SPACE

 

The Star Destroyer and Dreadnought enter Coruscant airspace. A shuttle takes off from the Star Destroyer and enters the atmosphere.

 

 

EXT. CORUSCANT CITY SCAPE – DUSK

 

Dooku’s shuttle thrusts towards the Emperor’s Palace, escorted by several TIE fighters. It enters the small docking bay as the fighters break escort and move off.

 

 

INT. EMPEROR’S PALACE DOCK – DUSK

 

Dooku’s shuttle lands in the bay. The ramp descends and the Sith Lord exits, the bound Anakin is led out by a squad of clones. Palpatine stands in wait for them.

 

Dooku

As you requested, my Master.

 

Palpatine

Good, good...

 

Anakin

(with a glance at both of them)

So that was it, huh? It was a setup from the start. The war, the Separatists, all just so you could become Emperor.

 

Palpatine

It can be such a chore to topple a Republic. But you’ve all been helpful. The Separtists, the Jedi...

(he sneers)

the Trade Federation...

 

Anakin

They’ll stop you.

 

Palpatine

You don’t understand, do you, my boy? I created the Trade Federation. Their rebellion was my plan, their funding came from me. Or haven’t they told you?

 

Anakin

(shocked)

That can’t be...

 

Palpatine

Your senses are not so dull. You know I speak the truth. Perhaps they now believe they serve their own purpose. But I assure you, Anakin... were it not for the rebels...

(he smiles evily)

I would not have become Emperor.

 

Anakin

(coldly)

I’ll kill you.

 

Palpatine

(leaning in closely)

Oh no, young one... you shall serve me. But first... you shall observe the end of your precious rebellion.

(to Dooku)

His chambers are waiting.

 

Dooku nods, leading the glaring Anakin away.

 

 

INT. CORUSCANT HANGAR BAY – DAY

 

The Millenium Falcon rests in the Hangar Bay. Obi-Wan and Shimia enter via the access ramp.

 

 

INT. MILLENIUM FALCON – DAY

 

Telly is doing repair work in an access shaft with Padme nearby, holding Mara. A BOY stands nearby, watching.

 

BOY

This is a fast ship, huh? I bet it could do the Kessel run in under 12 parsecs.

 

Telly

Parsecs are units of distance, not time.

 

Boy

Not when you’re as good a pilot as I’m gonna be.

 

Telly gives him a flabbergasted stare. Obi-Wan and Shimia enter the area.

 

Shimia

Han, I’ve told you to stay out of the hangar bay.

 

HAN scowls, but leaves.

 

Shimia

Poor boy... so many orphans in this war already.

 

Telly

I’m going to need a few hours on the ship before we’re ready to fly. What have you heard from R2?

 

Obi-Wan

Nothing good, I’m afraid. R2 escaped capture, but... Anakin didn’t.

 

Padme

They’ve taken him? Where?

 

Obi-Wan

I don’t know. I cannot sense him at all. But I believe we can assume Coruscant.

 

Padme

(resolute)

When do we leave?

 

Obi-Wan

I can’t allow that. You’re in no condition.

 

Telly

Who else is going to back you up, Ben?

 

Obi-Wan

(scowl)

The Council won’t approve any rescue action. They fear it will cost too many lives. But that doesn’t mean—

 

A warning siren suddenly blares loudly.

 

Padme

What--?

 

Hangar bay siren Announcement

Imperial Star Destroyers detected! All fleet ships, deploy immediately! Rendezvous at predetermined coordinates!

 

 

INT. STAR DESTROYER FLAGSHIP BRIDGESPACE

 

ADMIRAL THRAWN stands at the command station, officers at their stations all around. He is a Chiss, blue-skinned with red eyes.

 

CAPTAIN PELLAEON, a mid-30s human, approaches.

 

CAPTAIN PELLAEON

Admiral, our opening salvos overwhelmed the their secondary planetary shielding, as you anticipated. Their primary shielding is damaged. It should take some time to repair.

 

Admiral THRAWN

Excellent. Priority fire on Trade Federation ships. Interdictors to flanking positions. Prevent their escape. Commence surface bombardment on identified targets.

 

The Captain salutes, relaying the orders to the subordinates. Thrawn watches out the window.

 

 

EXT. CORELLIA SPACE – SPACE

 

The Rebel Fleet is scrambling as Imperial ships attack from all directions. Multiple Star Destroyers, Interdictors, and TIE Fighters and Bombers comprise the Imperial core fleet.

 

The Corellian Defense Systems also fire, from the many orbiting stations. Losses are inflicted on both sides, but the outnumbered Rebel fleet is in trouble.

 

 

INT. ANAKIN’S CELL – DAY

 

Anakin stands in front of a holographic display of the battle taking place around Corellia. Dooku stands in the doorway, flanked by eight Clone Guards.

 

Palpatine approaches, his special Imperial Guards with him. Anakin focuses on the display, his back to the Sith.

 

Anakin

You’re making a grave mistake in leaving me alive, Palpatine.

(he sneers in Dooku’s general direction)

You really think your little Sith can stop me?

 

Palpatine

We once saw eye-to-eye, young Skywalker. We shared a vision... one of a Galaxy restored to peace and order, delivered from the chaos of war.

 

Anakin

A war you started.

 

Palpatine

Sometimes war is necessary to fumigate the refuse. The Republic was corrupted, surely you knew.

 

Anakin

That’s hardly the point.

 

Palpatine

But it is the entire point, my boy. You have seen what peasant rule does to a nation... strips it of its glory, of its righteousness. Bares its ugly soul for all to see. No. I am a paragon of the new order.

 

Anakin

The Jedi fight for justice and freedom.

 

Palpatine

The Jedi have their own agenda, as I’m sure you’ve come to understand. Who is it that continually holds you back? Stops you from gaining the respect and power you deserve? You should rule that council.

 

Palpatine smiles.

 

Palpatine

You can end this, Anakin. Join me, and I will call back the fleet. I will spare your mother, and your wife.

 

Anakin turns. His face is conflicted.

 

Anakin

You can’t want me that badly.

 

Palpatine

I want peace, order and tranquility, Anakin. I always have.

 

He nods to Dooku, who waves his hand to remove Anakin’s handcuffs.

 

Palpatine

A show of our good faith. Will you pledge me yours?

 

Anakin

There’s just one thing...

 

He suddenly turns towards Dooku, pulling the lightsaber from the Sith’s belt with the Force. It flies to Anakin’s hand.

 

Anakin

I don’t trust a thing you say!

 

Anakin hurls Dooku and the clones backward with a gesture from his hand. With his blade, he strikes for Palpatine. But with a mere gesture, Palpatine holds him at bay with the Force.

 

Anakin

(struggling against the Force with confusion)

The Sith Lord... was you!?

 

Palpatine

You have not seen true power yet, my young apprentice. You have seen but a taste of the Dark Side... feel its full fury!!

 

Anakin is blasted backwards by a surge of Force Lightning. He grunts in pain as he hits the ground.

 

Palpatine

The first lesson is learned. Submit now, Anakin... or else all that will befall your loved ones shall be your own doing.

 

Anakin gets up, but his face is a mask of rage.

 

Anakin

I’ll never join you!!

 

With both hands, he reaches skyward, and pull them down as he contracts his hands to fists. The ceiling and building collapse upon them all.

 

 

INT. MILLENIUM FALCON COCKPIT – DAY

 

Telly is at the Measure’s main console as Obi-Wan enters. The ship shakes slightly as something impacts the hull. Outside, turbolasers are striking the surface from orbital bombardment.

 

Obi-Wan

Taking off would be a good thing.

 

Telly

(frantically flipping various switches)

They couldn’t of picked a worse time to attack... I was rewiring all the primary power couplings.

 

She hits the start button, but the ship only mutters, and then cuts out. All the light panels go dead. Telly angrily punches the console, then immediately regrets doing so with her bare hand. After a very brief pause, she turns to Obi-Wan.

 

Telly

(grimace)

I can’t believe I’m saying this... but we need to switch ships.

 

Obi-Wan

You’ve been working on this thing for months.

 

Telly

Some lucky Corellian is going to get a free ship that doesn’t work, then.

 

Obi-Wan nods with an almost bemused expression.

 

 

EXT. CORELLIA DOCKING PORTS – DAY

 

Obi-Wan, Telly, Padme, Shimia, and C-3PO make a break for it out of the Millenium Falcon. Turbolaser fire continues to randomly strike the ground and other objects around them. A fighter ship, attempting to launch, is destroyed. A small squad of Trade Federation soldiers also take a direct hit, killing most of the group.

 

KI-ADI-MUNDI sheperds a group of Jedi Padawans toward a converted TL-1800 freighter transport, the Full Measure. Obi-Wan spots him across the docking area.

 

Obi-Wan

Master Mundi! Our ship is out of commission. Do you have any extra room?

 

Ki-Adi-Mundi

The Full Measure’s a big ship, Obi-Wan. We’ll squeeze you in. Quickly, there’s no time to—

 

A turbolaser salvo tears the ground asunder between the two groups. Obi-Wan is blown backwards. The others rush up as he staggers to his feet.

 

The smoke between them clears. The padawan group is dead. Ki-Adi-Mundi lies near a landing strut of his ship, a large metal pipe through his torso.

 

With a cry, Obi-Wan rushes to him, waving to the others to check the padawans. Obi-Wan kneels near the old Jedi Master.

 

Ki-Adi-Mundi

Guess I won’t... be seeing the... end of this one...

(he looks up at Obi-Wan)

What are you... still doing here?

 

Obi-Wan

We can’t leave you.

 

Another explosion takes out a ship as it tries to launch.

 

Ki-Adi-Mundi

Don’t... let... them... win...

 

With a final shudder, he dies. Obi-Wan bows his head, but then stands. He looks to his group as they head to his position at the ship. At the questioning look from Obi-Wan, Telly shakes her head.

 

Obi-Wan

Let’s get the hell out of here.

 

They rush into the ship.

 

 

EXT. CORELLIA DOCKING PORTS – DAY – SCENE BREAK

 

The Full Measure launches from the planet surface as random turbolaser fire from orbit continues to damage the structure all around. Civilians as well as Trade Federation are under attack, trying to survive. Many are unsuccessful.

 

Three TIE fighters enter the atmosphere, spotting the Measure and gunning for it as it gains altitude and heads for orbit.

 

The Measure returns fire as it dodges the incoming shots, destroying one TIE fighter as all the ships exit the atmosphere and enter Corellian Airspace.

 

 

EXT. CORELLIA AIRSPACE – SPACE

 

The chaos is increasing. Smaller transport ships are struggling to escape as the capital ships and fighters engage the Imperial forces.

 

The Star Destroyers have set up a ring of defense. The Imperial capital ships are screening the smaller Interdictor Cruisers, which are set equidistant from each other, preventing ships from entering hyperspace. TIE Fighter squadrons pour out of the Star Destroyers, as the huge ships themselves pour turbolaser fire onto the planet and into the Trade Federation captial craft.

 

The Measure dodges in and around the chaos, with four more TIE fighters joining the chase.

 

 

INT. TRADE FEDERATION CRUISER – SPACE

 

Mon Mothma sits at the command chair. On split-screen display are the other Trade Federation leaders.

 

Ackbar

(on screen)

Capital ships protect the transports! We must jump to hyperspace!

 

Bel Iblis

(on screen)

They’ve set up a blockade with the Interdictor Cruisers. With those Star Destroyers blocking our line of fire...

(grimace)

We should never have stayed put for so long.

 

Yoda

Too complacent were we. Found by the Dark Side, maybe. Or a traitor, there perhaps is?

 

An electrical panel shorts out.

 

Mon Mothma

There’s no time for that now. Let’s just survive this.

 

Officer from Bel’s Ship

Sir! Malfunction! Our shields aren’t reaching full strength!

 

Bel Iblis

Reroute the power!

 

Officer from Bel’s Ship

We can’t!

 

Mon Mothma

Bel!!

 

 

EXT. CORELLIA AIRSPACE - SPACE

 

Focused fire from a Star Destroyer rips a swathe of explosions across Bel’s Cruiser. The ship splits in half, detonating in sections as it does.

 

 

INT. ANAKIN’S CELL – DAY

 

The debris is heavy in the cooridor, but Anakin pulls himself from the rubble. He is bleeding in several places. With a grunt of pain, he tosses aside a heavy rock. Looking side to side, he makes his way down a hallway, limping slightly.

 

From the rubble, there is some movement. The rubble suddenly lifts out and is blown apart. Palpatine is there, his face contorted with rage. Dooku is stunned, but slowly raises to one knee. He looks up at Palpatine, who rips a holo-comm from his belt. An Imperial Officer appears on the other end.

 

Officer

(saluting)

My lord?

 

Palpatine

Find him.

 

 

EXT. CORELLIA AIRSPACE - SPACE

 

The TIE fighters pursue the Full Measure as it weaves and dodges lancing blasts of laser and blaster fire. The Measure takes a hard high turn to cut down between an Imperial Dreadnought and a Medical Frigate as they exchange shots.

 

 

INT. FULL MEASURE – SPACE

 

Padme takes out a TIE fighter from the gunnery port.

 

Padme

Don’t they have anyone else to shoot at?

 

OBi-Wan

(from the other gunnery port)

Telly! We have to jump to hyperspace!

 

In the cockpit, Telly is driving, with C-3PO and Shimia (holding the baby) nearby.

 

Telly

There’s too many gravity wells! And our capital ships can’t engage the interdictors!

 

Obi-Wan

The entire fleet will be trapped unless we can open a door. We’re small enough to get past the Destroyers, we can take out one of the interdictors ourselves.

 

Telly

Ben, this is a converted cargo ship!

 

Obi-Wan

Used by Jedi. We should have six proton torpedoes. Enough to take out a cruiser, but we need close range or they’ll destroy them before impact. Set a course to the nearest one.

 

 

INT. PALACE COORIDORS – DAY

 

Anakin walks along the hallways, looking for an exit. His limp is slowly fading. A squad of clonetroopers races towards him, and he ducks into a side room. He looks through a crack at the edge of the door as they pass. He makes ready to leave.

 

VOICE

Your feelings are well masked, but not to me. I can find you wherever you go.

 

Anakin turns, with a look of shock.

 

SilHouette

You look stunned... but I hear originals always are.

 

A red lightsaber ingites and slightly illuminates the room. It slowly draws up to the face of the speaker. It is... another Anakin Skywalker.

 

Anakin

No...

 

Clone Anakin

(showing his whole right hand, holding the lightsaber in his right)

You lost something in the Droid Factory.

 

Anakin

You’re here to kill me?

 

Clone Anakin

(tilts his head slightly)

They want me to be you. But why should we fight each other? We’re brothers. You can feel it, can’t you? The way we imprint on the Force. We are the same.

 

Anakin

Obi-Wan’s clone wasn’t.

 

Clone Anakin

An early attempt. Jedi are... tricky. They attempted a mind scan with him, it didn’t work. With you, well... there wasn’t one at all. But I learn quickly.

 

Anakin

So what do you want?

 

Clone Anakin

The Emperor thought for awhile he could replace you. But he’s lost interest in me. Lack of balance, he says. Fool... there is no power in balance. I only want the same as you, Anakin. To bring order to the galaxy.

 

The clone deactivates his lightsaber.

 

Clone Anakin

You won’t be able to hide forever.

 

Anakin

I don’t suppose you have a ship.

 

Clone Anakin

Getting out of the palace will suffice for now. But we shouldn’t leave yet.

 

Anakin

Why not?

 

Clone Anakin

I’ve been privy to conversations they didn’t know I overheard. Palpatine has documents. A secret facility. We can obtain the location... and destroy it.

 

Anakin

So tell me where it is.

 

Clone Anakin

I only know it exists, I don’t know where it is.

 

Anakin

So we access his system. I don’t suppose you have another lightsaber?

 

The clone pulls a second lightsaber from his belt. It is Anakin’s original lightsaber.

 

Clone Anakin

I thought you might want it back.

 

Anakin gives his clone a nod. The two check carefully out the door, then exit the room.

 

 

EXT. CORELLIA AIRSPACE - SPACE

 

The raging space battle continues. Space wreckage is increasing, mostly from the trapped Trade Federation fleet.

 

The Full Measure, dipping and dodging as it takes fire from TIE fighters, closes in on an interdictor cruiser, itself protected by a pair of Star Destroyers. The Measure’s shields crackle periodically as blasters hit it.

 

A squadron of TIE bombers close in on the Measure.

 

 

INT. FULL MEASURE – SPACE

 

Telly’s face is a mask of extreme concentration as she dodges as much fire as possible. The ship rocks from the hits it does take.

 

Telly

Incoming bombers! Ben, we’re taking too many hits!

 

Obi-Wan destroys one bomber, but the others evade the fire.

 

Obi-Wan

We’re almost in range!

 

Voice from Radio

Need a hand?

 

 

EXT. CORELLIA AIRSPACE – SPACE

 

Red Squadron moves in around the Measure, laying down fire on the TIE Fighters, and scattering the bombers away. One bomber, hit by an exploding fighter near it, spins wildly and crashes into the Measure’s satellite array. An escape pod is jettisoned from the craft, but the hull continues into the Measure. The bomber lodges in place on the hull, apparently stuck.

 

 

INT. KIT FISTO’S COCKPIT – SPACE

 

KIT FISTO, leader of Red Squadron, is at the controls.

 

Kit Fisto

Got your six, Full Measure. Get the job done.

 

 

INT. FULL MEASURE – SPACE

 

Obi-Wan

Did something hit the hull?

 

Telly

A TIE Bomber. I wouldn’t worry, they abandoned ship before it hit. No significant damage.

 

Telly’s secondary screen sounds a target lock.

 

Telly

Torpedoes away!

 

 

EXT. CORELLIA AIRSPACE – SPACE

 

The torpedoes are launched in quick succession.  One is hit by the interdictor’s defensive batteries, but the rest crush into the cruiser’s hull. The ship lists as the first hit, the second two break it in half and it explodes. One of the nearby Star Destroyers takes damage in the explosion, attempting to escape to one side.

 

 

INT. TRADE FEDERATION CRUISER – SPACE

 

The explosion is seen from the bridge.

 

Mon Mothma

Excellent work, General Kenobi!

(she turns to her comms officer)

Signal all ships, make for that opening. Jump to the rendezvous coordinates!

 

 

EXT. CORELLIA AIRSPACE – SPACE

 

Trade Federation cruisers focus fire on the listing Star Destroyer, obliterating it. The remaining fleet exploits the opening, jumping rapidly to hyperspace as the Imperials attempt to stop them.

 

 

INT. IMPERIAL FLAGSHIP – SPACE

 

Thrawn scowls, but shows little emotion.

 

ADMIral Thrawn

Battle report.

 

Officer

Ten enemy capital ships destroyed, Admiral Thrawn. As well as two troop transports. We lost two Star Destroyers, one dreadnought, and an interdictor. We don’t have a report on fighter casualties yet.

 

ADMIRAL THRAWN

That will do for now, Lieutenant. Was the secondary mission successful?

 

Officer

Yes, Admiral. The captain reported a successful hardlock between the ships before they jumped to hyperspace.

 

Admiral Thrawn

Excellent. I shall pass word to the Emperor. Inform me when you receive the next mission update.

 

Officer

Yessir.

 

 

INT. PALACE COORIDORS – DAY

 

Anakin and his clone duck into a dark alcove as several squads of clonetroopers rush by. As the last pass out of sight, the two of them emerge and head for an office door. They sneak inside.

 

Anakin

You know what we’re looking for, I’ll keep an eye out.

 

Clone Anakin sits at the chair, tickety-tackying on the system as he searches for information.

 

 

INT. FULL MEASURE – HYPERSPACE

 

The crew mostly sits around the dining table. Obi-Wan stands nearby it.

 

Padme

We can’t rendezvous with the fleet yet. What about Anakin? We can’t leave him behind.

 

Obi-Wan

I agree. Indeed, if there is a mole, as Master Yoda suspected, it may be wiser for the entire fleet to scatter for the time being.

 

Telly

In any case, we need to repair damage. Our communications array was hit, and we lost our frontal shield array. We’ve also got that damaged TIE Bomber lodged on our hull. I’d like to scrape it off, but it must really be stuck on there. We’ll need to do an EVA to get at it.

(frowns)

This ship just doesn’t handle like the Falcon. We could really use an astromech droid.

 

3PO

Oh, poor R2, where are you?

 

Obi-Wan

Most likely, still aboard the Bazarre space station.

 

Telly

Sounds as good a place as any for a stop-off.

 

Shimia

I’ve had a little mechanical experience, back with Anakin working on his pod racer. If you need a hand with the shields at all?

 

Telly

Sure, any help is good help. Padme, can you watch Mara?

 

Padme

(taking the baby)

Of course.

 

Obi-Wan

I’ll go plot that course.

 

Telly and Shimia head for the Measure’s bowels, Telly with a toolbox. Telly sets the box down, unfastens the access panel and climbs down into the shaft. She starts checking connections. Shimia looks up toward the ceiling. There is a faint humming sound.

 

Telly

Can you hand me the spanner?

 

Shimia

(picks up the spanner, but then looks at the ceiling again)

Do you hear that?

 

Telly

(stands up and looks at the ceiling)

No... I... wait.

(she focuses for a moment, her eyes suddenly widen)

Shimia, get down!

 

Before either can react, the ceiling panel breaks free and falls into the hallway with a clanging noise. A caped, masked SITH drops from above and lands in the hallway. Shimia raises the spanner to attack, but the Sith puts his hand forward and she is slammed backwards into a bulkhead, her head slamming into the metal.

 

Telly pulls her blaster and opens fire on the Sith. He takes a shot and then pulls the floor panel up as a shield. Six clonetroopers rappel down to the hallway around him. Telly rolls out of the access shaft and pulls Shimia with her, laying down covering fire. They pull their blasters, but Telly shoots the ceiling and a cloud of steam fills the hallway. She retreats into the concealment.

 

 

INT. FULL MEASURE DINING AREA – HYPERSPACE

 

Blaster fire echoes through the halls. Padme jumps to her feet, holding the baby protectively. Obi-Wan races in from the cockpit, his lightsaber drawn.

 

Padme

Obi-Wan, did you—?

 

Obi-Wan

(igniting the saber)

We’ve been boarded.

 

Padme

(searching cabinets for a weapon)

How?

 

Obi-Wan

(checking the hallways as he decides his course of action)

The TIE bomber that crashed into us... It was a ploy. They must have mag-locked near the comms array. I can’t tell how many... something is suppressing the Force.

(turns to her)

There’s a Sith with them.

(brief pause)

Stay close to me. We have to find Telly and Shimia.

 

 

INT. FULL MEASURE BEDROOM – HYPERSPACE

 

Telly pulls Shimia into the room, avoiding some random blaster fire in the smoked hallway outside. Getting Shimia onto the bed, she hits a panel to close and lock the door (indicated by a “locked” light on the panel.)

 

Telly

That should buy some time. Shimia, I hate to leave you here, but—

 

Shimia

(foggy)

A-Anakin? Anakin...

 

Telly

Shimia, it’s just me.

 

Telly tries to set Shimia’s head onto a pillow. But touching Shimia’s head quickly reveals a growing pool of blood. Telly’s eyes grow wide.

 

Telly

(quietly)

No...

 

Shimia shudders, spasms slightly, and dies.

 

 

INT. PALPATINE’S OFFICE – DAY

 

Clone Anakin is still searching Palpatine’s computer while Anakin stands near the partially ajar door, watching the cooridor outside.

 

Clone Anakin

Ha! There you are.

 

Anakin suddenly doubles over, clutching his forehead with one hand. He stumbles to his knees. His clone pulls a data storage device out of Palpatine’s computer. He then turns to Anakin, a contempuously confused look on his face.

 

Clone Anakin

What’s wrong with you?

 

Anakin

Mother... no...

 

Clone Anakin

(standing)

Oh, did that finally happen? I’d wondered.

 

Anakin

(looking up at his clone)

You knew?

 

Clone Anakin

I overhear a lot of things. Why does it matter? One less distraction for you. Padme and Kenobi will be next. Then you will be free like me.

 

Anakin

(standing)

You’re a monster.

 

Clone Anakin

They’re agents of chaos. You’ve seen what their ways have wrought. War and suffering. A just ruler can mend it. Once I usurp Palpatine, I shall bring peace and prosperity to the galaxy.

 

Anakin

(stifling his rage with difficulty)

I should have felt it... you’re all Dark Side.

 

Clone Anakin

Light, Dark... those names were made by the Jedi to stifle us. We have the power to fix everything, Anakin. Why should we waste it? It is only those who would stand in the way of progress that fall by the wayside.

 

Anakin’s lightsaber ignites. His face is twisted with rage.

 

Anakin

I know one use for the Dark Side... ending you!

 

Anakin blasts a Force Push across the room, hurling his clone backwards. Palpatine’s desk and computer crash across the room, shattering through the window. But the clone is quick. He flips with the blast, igniting his own lightsaber in mid-air. Wind whips from the room as the pressure tries to equalize with the outside.

 

Anakin grabs a chair with the Force, catching the clone as the clone lands. The clone staggers, and Anakin is on him. Their lightsabers clash with intensive fury. Clone Anakin is forced backwards on the defensive.

 

But their actions have attracted more attention. A squad of clonetroopers break into the room behind. Anakin turns from his clone for a moment, a look of twisted fury on his face. The clones raise their blasters to fire, but Anakin sweeps a hand and they’re thrown to the wall.

 

Advancing on his clone again, Anakin directs his left hand to the pile of clonetroopers, one is lifted into the air. Anakin hurls him at his clone. But the trooper is caught in midair as Clone Anakin grabs the soldier with the Force as well. The trooper dangles in midair, grabbing at his neck.

 

Clone Anakin

Now you feel the true power of the Dark Side.

 

Anakin

Do you?

 

Taking a firm stance, Anakin shoves both hands forward toward the clone and window. The floor itself breaks free from the struts and rips backward. Clone Anakin is hurled out the window, and plunges out of sight.

 

 

INT. FULL MEASURE COORIDORS – SPACE

 

Obi-Wan checks a corner for hostiles as Padme opens a storage locker next to an escape pod hatch. He retrieves a pair of blasters. Padme hands Mara to Obi-Wan, trading her for the blasters. He hugs and kisses the baby on the forehead, then opens the escape pod and puts her inside.

 

Padme

You’re going to leave Mara in there?

 

Obi-Wan

It’s safer than with us at the moment.

 

Mara begins crying, but Obi-Wan closes the door, locking it on the keypad control.

 

Obi-Wan

That’s the best we can do.

 

Padme

I’ve got a bad feeling about this. Where is everyone?

 

Obi-Wan

I felt Shimia for a moment... and then nothing. Telly is still nearby. And so is...

 

The Sith appears in the hallway before them, lightsaber drawn. Padme kneels and opens fire, her shots are deflected in various directions, sparks issuing from the walls and ceiling. Obi-Wan grabs her blaster muzzle, stopping her from shooting.

 

Obi-Wan

No! The hull!

 

There is a hissing sound from the ceiling near the Sith. An air current ruffles the Sith’s cloak.

 

Sith

(slowly advancing, his lightsaber dancing from side to side, menacingly)

I had expected more challenge from the famous General Kenobi and his retinue. But you still have time to impress me.

 

Obi-Wan

(igniting his blade)

Whatever happened to the two-Sith rule?

 

Sith

Well, with you Jedi getting married now... why should we cling to outdated rules?

 

Obi-Wan

(realization crossing his face)

I know you...

 

The Sith smiles under his mask. He removes it. It is DJINN ALTISS, formerly of the Jedi Temple.

 

Djinn Altiss

Your selfish friends left us to die in the Temple. They came for us, you know. Most died. But some of us impressed even Darth Sidious. He taught me what Yoda and the other fools have kept from us for centuries... the true power of the Dark Side.

 

They clash blades, exchanging several ineffectual maneuvers.

 

Obi-Wan

Your mind is twisted, Djinn. The Jedi Council did the only thing they could do in good conscience. But you were too cowardly to join us.

 

Djinn Altiss

They turned traitor to their rightful ruler to follow the whelp and to rescue you. Once I kill you, he will come for vengeance... and then I shall have mine.

 

Their fight escalates to the next level, both combatants leaping and battling through the ship. Obi-Wan forcing the battle away from his daughter’s hiding place. The wind is increasing.

 

They enter the dining area. With a furious assault, Obi-Wan forces the Sith backwards onto the recessed seating. Padme takes aim with her blaster, but Djinn narrowly dodges, casting a frenzied eye toward her.

 

Djinn Altiss

No.

 

He stretches a hand, Padme’s hand goes to her neck as she starts to rise off the ground. Obi-Wan lifts the table with the Force, and crashes it into the Sith, who topples over underneath it. Padme falls to the floor, coughing.

 

Obi-Wan

(turning to her)

Find the others, I’ll deal with him!

 

Nodding, Padme heads for another hallway. She staggers slightly, still breathing heavily, and holds a hand to her large belly. There is a sudden sound of blaster fire from up ahead. She lets out a breath and runs forward toward it.

 

 

INT. PALPATINE’S OFFICE - DAY

 

The office doors are thrown open. Palpatine and Dooku are there with the red-clad Imperial Guard and two more squads of troopers. Anakin turns to see them.

 

Palpatine

Good... good. You feel your true power. Take your place by my side.

 

Anakin is breathing hard. He stares at Palpatine, but he also backs slowly toward the window.

 

Anakin

You killed my mother.

 

Palpatine

The Jedi killed your mother. They failed to protect her. Didn’t they promise? Didn’t Obi-Wan promise? I can feel your anger... I sense your feelings, they betray your weakness. For Padme... for the life she contains within. If you will not join me, perhaps they will.

 

Anakin cries with unbridled fury. He storms forward at Palpatine, who lashes out with Force Lightning. Anakin deflects the first wave with his lightsaber, but Palpatine leaps nimbly aside and Force pushes at the floor, much as Anakin did before.

 

The steel floor bunches up, the uneven surface throwing Anakin off-balance. The Emperor unleashes another blast of Force Lightning, hurtling Anakin across the room and into the wall. His lightsaber clatters out of reach. Palpatine walks slowly toward him, his hands crackling.

 

Palpatine

You have not begun to understand the true power of the Dark Side, boy.

 

Anakin starts to push himself to his feet. Palpatine blasts him with lightning, throwing him down again.

 

Palpatine

No other Force in the galaxy can hope to contend with it.

 

Anakin stretches his hand weakly toward his lightsaber.

 

Palpatine

I am your master, boy. You cannot hope to defeat me.

 

The lightsaber clatters to Anakin’s hand and he ignites it defiantly.

 

Palpatine

The lesson shall be taught until you learn.

 

His lightning arcs forward. Anakin catches part of it on his lightsaber, but the force is too great, he staggers backward, near the dead clonetroopers.

 

Palpatine

Your pathetic powers are nothing compared to mine.

 

Anakin

How about compared to this?

 

With a sweep of his hand, he pulls a thermal detonator from a trooper’s belt. It flies into the air between the combatants (but almost on top of Palpatine), the activation lights flashing.

 

Palpatine throws his hands into the air, attempting to stop the blast.

 

Palpatine

No...!

 

Anakin, protecting his face with his arms, is thrown from the building, plunging into the waves of traffic.

Palpatine and Dooku are hurled backwards into the hall as the entire office is consumed in the fireball.

 

Dooku, furthest from the blast, regains his feet. There is a large bloody gash in his side. He looks to his master.

 

Shrapnel wounds line Palpatine’s face as he slowly pushes himself to his feet. What can be seen of his expression is a mask of pain and fury. Dooku approaches, looking thoughtful.

 

Dooku

His power lies in the balance. But turning him will destroy that balance.

 

Palpatine turns to stare at Dooku, clearly considering violence against him.

 

Palpatine

(snarling)

So be it. Skywalker will be mine.

 

 

INT. FULL MEASURE COORIDORS – SPACE

 

Padme gets within sight range of the bedroom doorway, just as Telly cuts down the last clonetrooper standing in front of it. Telly turns a frantic eye toward Padme, a wave of relief appears on her face when she sees who it is.

 

Padme

Telly... where’s Shimia?

 

A pained look appears on Telly’s face, she glances toward the bedroom.

 

Telly

She’s... gone.

(she shakes her head)

Ben? Mara?

 

Padme

Mara’s safe. Obi-Wan’s fighting a Sith!

 

Telly

We have to help—

 

Telly pauses, her hair and clothing are experiencing a considerable draft. She wets a finger and holds it in the air.

 

Telly

Oh god... the hull... we’re breached!

 

 

EXT. CORUSCANT TRAFFIC – DAY

 

Anakin plunges through the air, reaching with the Force just enough to slow and grab one car, bouncing off, then another. He catches hold briefly, falling several hundred more feet, arresting his descent in that manner. He finally strikes the ground, at rather less than terminal velocity, but still hard. He crumples over.

 

The shot pulls back slightly, Anakin is in a city street, in front of a boarded up store front with a broken window. The unbroken window is painted with a sign “Going out of business. Thanks for 20 years.” Other derelict shops are nearby. One is stil open, “All Hour Twilek Dancers.”

 

Three passerbys, RESIDENTS of various species gather around Anakin. There are others, but most of them seem intent on not getting involved and hurry past.

 

Resident 1

(looking up towards the heights and then back to Anakin)

He can’t possibly have survived that... where did he fall from?

 

Anakin moves slightly, but not much.

 

Resident 2

No, look! He’s alive!

 

Resident 3 has found Anakin’s deactivated lightsaber, lying in the street.

 

resident 3

Look! He’s a Jedi Knight! I found his laser sword!

 

Resident 1

Jedi? They’re traitors to the Empire!

(he pulls a phone from his pocket, punching information into it rapidly)

 

Resident 2

That’s propaganda! The Jedi have always stood up for the Republic. It’s Palpatine who’s trampling all over us.

 

Resident 1

You’re one of them Tradefed lovers, aren’t you? I’m reporting you, too.

 

Resident 3

I don’t want to be involved in this... I have a family.

 

Sirens are audible, quickly approaching. Anakin stirs. He pushes himself to a kneeling position. Resident 1 points his phone at Anakin, somehow menacingly.

 

Resident 1

Don’t move, Jedi. The authorities will deal with you.

 

Anakin’s eyes narrow. He stretches his hand toward Resident 3, the lightsaber flies from the shocked citizen’s hand and into Anakin’s. With barely a pause, Anakin strikes Resident 1’s head off. The man’s body crumples to the ground. Resident 3 runs off in terror. Resident 2 stands, dumbstruck.

 

Anakin gets to his feet. He is clearly bruised and battered. There is a trickle of blood near his mouth.

 

Anakin

(turning to Resident 2)

I need a ship.

 

Resident 2

(shocked)

F-Follow me.

 

 

INT. FULL MEASURE - SPACE

 

Padme and Telly race down the hall. Their clothes and hair billow in what is now a considerable wind. They pause near a console. Telly fiddles with the keypad.

 

Padme

Some of my shots were deflected into the wall and ceiling.

 

Telly

I may have breached it myself when I shot the conduit. Or it could be a bad seal where they mag-locked.

(she hammers at the pad, looking quite frustrated)

Dammit! I’m not getting anything from the computer. They must have an astromech droid on their ship.

 

Padme

So what do we do?

 

Telly

(with a grimace)

There’s no time left. We need the escape pods.

 

Padme

What about the ship? Is it going to crash into a planet?

 

Telly

The autopilot will land it automatically once it drops out of hyperspace. But there won’t be any air left. We have to go... now!

 

Telly exclaims the last as Obi-Wan crashes into a wall nearby. Recovering rapidly, Obi-Wan ducks as a thrown lightsaber carves a gash in the wall where his head had been a moment ago. The blade boomerangs back to Djinn Altiss, who steps into frame.

 

Djinn Altiss

The Jedi are done, Kenobi. Surely you see it... your pitiful powers are no match for the Dark Side.

 

Obi-Wan

Well, they’re surely no match for all the endless blabbering of the Dark Side.

 

Djinn Altiss curls his lip, putting forth his left hand for a Force Choke. Obi-Wan staggers, but he holds his own hand at Djinn, who begins choking in turn. Telly reignites her lightsaber with a cry.

 

Telly

Ben!

 

But as she charges Djinn, the entire ship lurches. All the combatants are thrown to the floor. Djinn staggers to his feet.

 

Djinn Altiss

This ends now.

 

And it does. With a roaring crash, several ceiling panels give way, opening the roof of the Measure to space. Djinn is sucked out, a look of shock on his face.

 

But the others aren’t much better off. Padme catches hold of a conduit in the wall. Obi-Wan grabs hold of another. Telly briefly flies toward the opening, but catches hold of a wildly waving cable.

 

Emergency klaxons start blaring as several bulkhead doors rapidly descend. Obi-Wan risks his hold to stretch his hand toward one, holding it open.

 

Obi-Wan

The emergency bulkheads! Hurry!

 

Telly pulls herself down the cable as quickly as possible against the pressure. Padme, nearest to the door, manages to squeeze herself through and wedge her foot. She holds the manual override control open with one hand. Telly gets through, then looks back at Obi-Wan, caught on the opposite side of the gap, vacuum sucking from above.

 

Telly

You’re going to have to jump, Ben!

 

Obi-Wan

I was afraid of that.

 

Grimacing, Obi-Wan angles himself toward the bulkhead door. Then, with a might Force Jump, he leaps for it, just sliding through the gap.

 

Padme releases the lever, and the bulkhead slams shut. As they lie there, recovering their strength, 3PO appears from a nearby hallway. He is carrying his own blown-off arm.

 

3PO

Oh, thank goodness you’re all right. I’m afraid I hid in a closet. But I don’t think they were interested in me. Poor Madam Shimia.

 

They all exchange a pained look.

 

Padme

(breaking the silence)

Are we at least safe for now?

 

Telly

(slightly despairing)

Not in the slightest. We’re cut off from the cockpit. And life support.

 

Padme

So what are we breathing?

 

Telly

Whatever’s left. And there can’t be very much of it.

(a look of panic crosses her face)

Where’s Mara?

 

Obi-Wan

It’s all right. She’s in an escape pod.

(pause, Telly looks relieved)

On the other side of the ship.

 

Padme

We have escape pods on this side, don’t we?

 

Telly

Yes, but that doesn’t solve our problem. If we eject in hyperspace, we could be thrown anywhere.

 

Obi-Wan

(looking up)

What about their ship?

 

Telly

(grins)

That is on our side.

 

 

EXT. CORUSCANT STREETS - DAY

 

Anakin and Resident 2 are in a speeder craft, skirting through various alleys as Anakin checks in different directions, looking very paranoid.

 

Anakin

Take the next left, then up three levels. It should be a spaceport.

 

Resident 2 adjusts the controls, following Anakin’s directions.

 

Resident 2

I know you, don’t I? You’re Anakin Skywalker.

 

Anakin

What about it?

 

Resident 2

My name is Uldrum Vexer. You probably don’t remember... but you saved my life.

 

Anakin

(looks at him)

During the Separatist invasion.

 

Uldrum

(nods)

When Palpatine tried to blame it all on the Jedi, I knew it was a complete lie. I saw what you did... lots of people did.

(shakes his head)

You’ve got friends on Coruscant. And I’m sure all over the galaxy.

(pause)

I’m sorry if I hesitated earlier. When you took that guy’s head off, I... well...

 

Anakin

(distant)

I barely notice anymore. When I kill someone. It’s supposed to be a big thing, isn’t it?

 

Uldrum nods.

 

Anakin

But maybe it’s just because they all deserve it.

 

Uldrum doesn’t have a response to this. The speeder lands at the spaceport. Anakin steps out onto the deck.

 

Uldrum

I’d lend you my ship, but I don’t own one.

 

Anakin

I can handle that. You’ve done enough. Better get out of here before any soldiers see us together.

 

Uldrum

May the Force be with you.

 

Anakin nods as Uldrum speeds off. He turns to the shipyard. He approaches a Lamda class shuttle, civilian series. But a sudden movement near it makes him pause. He ignites his lightsaber.

 

Clone Anakin appears from near the shuttle, holding his own unignited lightsaber in his left arm. His right arm is broken, and bound up with torn bits of his own clothing. He looks very beat up.

 

Clone Anakin

So... we may not have the same memories, but we do think alike.

 

Anakin

You were just setting me up, weren’t you?

 

Clone Anakin

Those were my orders. But I’ve had better ones.

 

Anakin

So noow what? Try to trick your way past the Jedi Council? They’ll see right through you.

 

The clone reaches into his shirt and pulls out the data drive from Palpatine’s office.

 

Clone Anakin

This has the location and schematics of the primary Imperial Cloning Facility. Beyond the cloning tubes themselves, it contains all the top secret templates. They’re going to be mine now. But it could be ours. Think about it... two Anakin Skywalkers. None could hope to stop us.

 

Anakin holds up his hand, the drive flies from the stunned clone’s hand and into Anakin’s. Anakin drops the device into his own pocket.

 

Anakin

You certainly can’t hope to stop me.

 

The clone’s lightsaber ignites and he attempts to duel Anakin. But he’s no match with his left hand, nor against the cold fury of the Dark Side. Anakin disarms him, but doesn’t kill him. His blade shimmers near the clone’s neck.

 

Clone Anakin

You can’t do it, can you? The Force... we imprint upon it the same way. Like one soul. Killing me would be like killing yourself.

 

Anakin grabs the clone by the throat with his mechanical hand.

 

Anakin

Watch me.

 

The life fades from the clone’s eyes as Anakin chokes the life from him. Anakin’s other hand drifts towards his own throat, and as the clone dies, he collapses to the ground, falling to one knee, breathing heavily. His heartbeat is audible.

 

But the pain fades. Anakin recovers himself. He looks up at the shuttle.

 

 

INT. TIE BOMBER – HYPERSPACE

 

Telly and 3PO helps Padme clamber up into the attached ship. They are followed momentarily by Obi-Wan, with Shimia’s body.

 

Obi-Wan

Anakin would want... to see her.

 

Padme gives him a grateful nod.

 

Telly takes the controls as Obi-Wan hits the controls to close the docking bulkhead.

 

Telly

Okay... life support is good. Now we just need to extract Mara’s escape pod. At hyperspeed.

 

Padme

Is that possible?

 

3PO

It is all a matter of relativity. We are currently travelling through a hyperspace conduit inside an artificially generated bubble of realspace. All objects inside the bubble will behave as if we are not moving at all.

 

Telly

So there’s that.

                                        

Obi-Wan approaches the window.

 

Obi-Wan

I can see it. If we can get close enough, I should be able to pull it into our bomb bay with the Force.

 

Telly lets out a breath. The ship slowly approaches the pod release.

 

A light on the console suddenly begins flashing, accompanied by a warning beep.

 

Padme

What is that?

 

Telly

I don’t know... proximity alert to the bubble?

 

Obi-Wan is reaching with the Force now, the pod jostles in it’s moorings. It starts to pull free of the ship.

 

Obi-Wan

Almost there...

 

The panel flashes increase in frequency.

 

Padme

No... wait... it’s a countdown.

 

She hits a command on the console. A detection grid pops up, showing their ship’s layout schematic. Red lights are flashing in three different areas.

 

Padme

Altiss... he set bombs on board!

 

Telly

Ben, hurry!

 

Obi-Wan

It’s free, Open the—

 

 

EXT. FULL MEASURE AND TIE BOMBER - HYPERSPACE

 

But it’s too late. There are a sudden series of small explosions from the ship beneath them. The TIE Bomber is thrown away from the freighter, out of control as the hyperspace conduit vanishes around them, throwing the ship back into normal space.

 

 

EXT. TIE BOMBER - SPACE

 

At a considerable distance from the Bomber, but close enough to be visible, there is a large explosion.

 

 

INT. TIE BOMBER – SPACE

 

The group watches the explosion from the viewport, their faces wracked with horror.

 

Obi-Wan

I... I had her...

 

Telly

No... no, she can’t be...

 

Telly runs to the controls, slamming down on the throttle.

 

 

EXT. DEBRIS FIELD – SPACE

 

The TIE Bomber approaches the remains of the cargo freighter, slowly passing what little is left.

 

 

INT. TIE BOMBER – SPACE

 

3PO

(at a technical console)

Organic and mechanical debris... no... no life signs. Oh dear... oh dear...

 

Telly drops to her knees, sobbing. Obi-Wan puts a hand on her shoulder, kneeling behind her. He looks like he is in shock. Padme collapses into a chair. She covers her face with her hands.

 

Telly

(distraught)

Can you sense her, Ben? Anywhere?

 

Obi-Wan

No, there’s too much... with the explosion... But- but the pod, it could have been thrown free. We almost had it—- maybe it... maybe...

 

Telly

(shakes her head)

It’s gone, Ben... Mara... she’s... gone.

 

Obi-Wan closes his eyes. Tears roll out. He takes hold of Telly and the two sit on the floor, staring together at the stars.

 

 

EXT. CORUSCANT AIRSPACE – SPACE

 

Anakin’s stolen Lambda Shuttle flies rapidly into orbit.

 

 

INT. LAMBDA SHUTTLE – CORUSCANT - SPACE

 

Anakin is at the controls. In the cargo area, the clone’s body lies in a heap. An Imperial Officer appears on the comm channel video screen.

 

OFFICER

Unidentified civilian shuttle. Transmit your identification, travel permits and destination.

 

Anakin

(passing his hand across the screen)

You don’t need to see my information.

 

Officer

I don’t need to see your information.

 

Anakin

Open the gravity well.

 

Officer

Gravity well cleared. Have a safe trip!

 

Anakin smiles slightly. The shuttle jumps to hyperspace.

 

 

EXT. DEBRIS FIELD – SPACE

 

The TIE Bomber remains near the debris field.

 

 

INT. TIE BOMBER – SPACE

 

Padme approaches Obi-Wan and Telly. 3PO is behind, working on a panel.

 

Padme

We have a hyperdrive. Lucky thing for this model. It was clearly specially purposed. But...

 

Obi-Wan shakes his head, standing. Forcing himself back into the moment.

 

Obi-Wan

But?

 

3PO

The hyperdrive motivator was damaged in the explosion. As was the communications array. We can send a signal at lightspeed, but no faster I’m afraid.

 

Telly’s head sinks into her hand.

 

Telly

Then we’ll die out here. Maybe she had the easy way out.

 

Obi-Wan

Don’t talk like that.

 

Telly

Why not? We’re light years from any systems. Even if we could get a signal out, it would be years before they could respond.

 

Obi-Wan pulls her to her feet.

 

Obi-Wan

If we die out here, who avenges Mara?

 

There is a beeping communication suddenly on the monitor.

 

3PO

Oh my, it can’t be. We’re saved!

 

Padme

(turning)

What?

 

3PO

R2-D2. Where have you been?

 

 

EXT. DEBRIS FIELD – SPACE

 

The Naboo fighter from Bazarre Space Station circles near the TIE Bomber. R2 is in the astromech slot. There is no other pilot.

 

R2

(beeps a long, bemused message)

 

 

INT. TIE BOMBER – SPACE

 

Telly stands near Obi-Wan, laughing as she cries.

 

3PO

He says he can tow us to the nearest system with his fighter’s hard drive.

 

Padme

We’re in the Outer Rim. What’s the nearest system?

 

3PO

(scanning the monitor)

Oh my... you won’t believe this.

 

Padme

I’ll believe anything at this point.

 

3PO

It’s Tatooine.

 

Obi-Wan

Somehow back to that godforsaken place? Perhaps it’s fitting.

 

3PO

Hm... R2 says he’s receiving a signal on an encoded line.

(pause)

It’s Master Skywalker!

 

Obi-Wan and Padme

(excited)

It is?

 

Obi-Wan

Can he patch it through to us?

 

 

INT. LAMBDA SHUTTLE – NEAR BLUE GIANT – SPACE AND INT. TIE BOMBER - SPACE

 

[During this dialog, the scene will occasionally shift back and forth between the two ships, depending on who is talking.]

Anakin sits at the comm station. Obi-Wan is visible on the screen.

 

Anakin

It’s good to hear your voice, too, Obi-Wan. Is Padme there?

 

Padme replaces Obi-Wan on the screen.

 

Padme

I’m here, Anakin. By the Force... I was so worried. I’m so glad you’re safe.

 

Anakin

If there was any pursuit, their sensor net should be thoroughly wrecked by the corona sphere on this blue giant. But that doesn’t matter. You’re sure you’re all right? Is the baby...?

 

[Begin scene shifts]

 

Padme

Bumps and bruises... I’ve had a lot worse.

(she pats her stomach)

Luke is all right.

 

Anakin

(smiles)

You used the name.

 

Padme

I know you liked it. But Anakin... I have to tell you... your mother—

 

Anakin

I know. I felt it.

 

Padme

I’m so sorry... they caught us by surprise. But it wasn’t just her.

 

Anakin

What?

 

Padme

Mara. She’s... gone.

 

Anakin bows his head.

 

Anakin

Let me talk to him.

 

Obi-Wan reappears on the monitor.

 

Anakin

Obi-Wan... I’m sorry.

 

Obi-Wan is stoic.

 

Obi-Wan

It’s not the time for tears.

 

Anakin

(nods)

We have to meet up.

 

Obi-Wan

Indeed. We have limited range, but we have a destination. We can reach Tatooine.

 

Anakin

(shakes his head)

The last place I ever wanted to visit again.

(pause)

But maybe perfect. I think have a safe place there for us to land.

 

Obi-Wan

You do?

 

Anakin

Transmitting coordinates.

 

He punches a few controls.

 

Obi-Wan

Received. Owen and Beru Lars?

 

Anakin

My uncle and his wife. They stayed on that god-forsaken planet even after the slave uprising.

(pause)

I have one last chore to take care of. I’ll meet you there.

 

Obi-Wan

May the Force be with you.

 

The transmission ends. Anakin turns to his airlock and takes a look at his clone’s body.

 

Anakin

No more clones.

 

He presses the control switch and the airlock snaps shut. The outer door opens and the body is sucked out the door.

 

 

EXT. LAMBDA SHUTTLE – BLUE GIANT - SPACE

 

The clone’s body flies from the back of the shuttle. As it exits the ship’s shield bubble, it flares up like a firecracker, then vanishes into nothing.

 

The shuttle pulls out of the star’s orbit towards open space, accelerates out of the gravity well, and jumps into hyperspace.

 

 

 

EXT. LAR’S MOISTURE FARM – TATOOINE - DAY

 

The TIE Bomber, Naboo fighter latched to the top, sweeps toward the surface, landing just outside the below-ground farmhouse structure.

 

OWEN LARS, a human man in his late 30s, runs out of one of the secondary buildings, wielding a long projectile rifle. BERU LARS (his wife), also late 30s, runs out as well. She stands very close to him.

 

Beru

What is it, Owen? Imperials?

 

Owen

I don’t know, Beru. Never seen a ship configured like THAT.

 

Beru

Owen, over there!

 

She points to the sky. The Lambda Shuttle is passing through the cloud cover. Owen points his rifle back and forth between the two ships, unsure what to do.

 

The Naboo fighter detaches from the top of the bomber, R2-D2 parks it nearby.

 

The shuttle lands, it’s access ramp opens. Owen points his rifle at it.

 

Owen

Hold it! This ain’t Imperial property yet. This is my farm and I aim to hold it.

 

Anakin appears in the doorway.

 

Anakin

Uncle Owen. I don’t know if you remember me.

 

Owen lowers the rifle. He shakes his head in disbelief.

 

Owen

Shimia’s boy.

(sarcastically)

Famous Jedi now.

(he points a hand at the TIE Bomber)

These your friends?

 

Anakin

We need your help. We won’t be here long.

 

Owen

Where is your mother, anyway?

 

The TIE Bomber doors open. Obi-Wan descends, carrying Shimia’s body. He is closely followed by the others.

 

Anakin’s face is pained as he sees the body. He goes to them, embracing Padme, then taking his mother’s dead hand. There are tears on his face. Padme places a hand on his shoulder.

 

Owen shakes his head. There is a hint of a tear in his own eye.

 

Owen

Damn. She was a good woman.

 

Anakin

Is there somewhere that... that we can...

 

Owen

Yes. This way.

 

 

EXT. GRAVE SITE - TATOOINE – SUNSET

 

Anakin burns an inscription into a rock at the head of a freshly dug grave. It reads “Shimia Skywalker. Your death will not be in vain.”

 

Anakin turns to Obi-Wan, who is setting his own stone. Obi-Wan, too, burns it with his lightsaber. “Mara Kenobi. Your light has gone, but not your memory.”

 

The group looks on, their heads bowed. Padme and Anakin hold each other closely. Telly and Obi-Wan’s fingers intertwine tightly.

 

No one says anything as the suns slowly set over the graves as they all look on.

 

 

INT. PALPATINE’S PALACE SURGERY – NIGHT

 

A DROID SURGEON waits on Palpatine, carefully touching up work on his master’s face. Palpatine’s visage is freshly scarred and burned, the plaster does little to disguise it. As Palpatine looks in the mirror, he snarls and slaps the droid away.

 

Grand Moff Tarkin enters the room. Palpatine walks to him.

 

Palpatine

How do I look, Tarkin?

 

Tarkin

I’d rather not say.

 

Palpatine

You don’t hold your tongue. I’ve always liked that.

 

They exit the room and begin walking down the cooridor.

 

Palpatine

Any sign of Skywalker?

 

Tarkin

None. However, we have indications that someone accessed clone facility files on your personal computer. We believe a copy was made.

 

Palpatine

Double the defenses at the Kamino plant. Ground forces only.

 

Tarkin

It shall be done.

(pause)

You asked me to present you recommended sites for construction of our superlaser platform.

 

Palpatine

Yes?

 

Tarkin

(accessing a datapad)

I believe the forest moon of Endor fits our needs most effectively. The gas giant will provide the necessary fuel to power the defensive shields while the station is being constructed. It could very well prove a long-term station for such construction projects.

 

Palpatine

Proceed then.

 

Tarkin

There is one minor issue.

 

Palpatine

Yes?

 

Tarkin leads him into a room. There is a cage on the floor. A beligerent EWOK bursts into enraged chatter as they enter, pulling savagely on the bars of his cage.

 

Palpatine

What is this... thing?

 

Tarkin

They seem to call themselves “ewoks.” A primitive species. Rather borderline to regard them as sentient.

(pause)

Still... as I understand it, this one managed to kill a scout trooper with some sort of stone weaponry before it was captured.

 

The Ewok sits back, looking almost pleased with himself.

 

Tarkin

Shall I have our men scour the forest clean of them?

 

Palpatine

And waste credits on blaster power packs? Not for so insignicant a threat. Still, for any that venture too close to our facilities...

 

Palpatine holds out his hand, and twists it into a fist. The Ewok gurgles and collapses, his neck broken.

 

Palpatine regards the dead creature for a moment.

 

Palpatine

Skywalker will go to the Kamino Facility. And I shall meet him there.

 

Tarkin

My lord? It is a risky proposition.

 

Palpatine

It is our destiny.

(pause, then a leering smile)

Deploy the Sith Apprentices.

 

 

INT. LARS MOISTURE FARM – NIGHT

 

The group is gathered around the table. There is food, but meals are mostly untouched. Anakin leans against the wall, troubled.

 

Obi-Wan

R2 can transmit a message to the fleet. Let them know where we are. Then we’ll force the Council to act. A final direct assault on Palpatine himself.

 

Anakin walks forward.

 

Anakin

I’m done petitioning the Council. This is our mission. If they aren’t too cowardly, they’ll join us.

(pause)

But attacking Palpatine at his palace was a foolish idea. His mastery of the Force is too great.

 

Obi-Wan

What?

 

Anakin

He’s Darth Sidious. The Sith Lord this entire time.

 

Obi-Wan

We should have realized...

 

Anakin

It doesn’t matter. I got more than electrical burns in his palaces.

 

Anakin reaches into his pocket and pulls out the data drive.

 

Telly

What’s that?

 

Anakin plugs it into R2, who begins transmitting a holo above the table. It begins as a planet, then shows a large city, with a giant structure buried underneath it.

 

Anakin

The primary Imperial cloning facility. More than that, it contains all the original cloning template DNA structures. And all the top secret software and hardware support that makes clone soldiers possible.

 

Telly

Destroy that...

 

Anakin

And it’ll be 30 years before they can restart it.

(he looks to everyone assembled)

This will be our trap for the Emperor. He wants me. He’ll come for me. Perhaps that will convince the Fleet and the Council to join us.

 

Owen

This is a damn fool crusade you’re embarking on. Your wife is pregnant, Anakin. Due how soon? You’re going to just leave her? What are the odds of you coming back from this?

 

Anakin

No worse than any other time.

 

Owen just shakes his head.

 

Padme

I’m going.

 

Anakin

No. You’re in no condition.

 

Padme

You think so?

 

She stands up, but then suddenly bends over, clutching her belly. She sits back down, breathing heavily.

 

Padme

All right... I’ll stay this one time.

 

Anakin

(to Owen)

I will come back. You’ll look after her?

 

Owen

(sighs, then nods)

Family is family.

 

The others are still examining R2’s holographic read-out.

 

Telly

How do we destroy this thing? It’s massive. And it’s buried deep. And the defenses... I don’t see any way to breach this.

 

Anakin steps forward, manipulating the holo. He zooms outward, revealing a small moon orbiting the site.

 

Anakin

Kamino’s moon. It has atmospheric generators for the mining facilities, so breathing isn’t an issue.

 

Telly

The moon?

 

Anakin

It’s a small moon, in a close orbit. It only needs a bit of a nudge to become unstable. A few explosions on the far side, plus the appliance of the Force should do it.

 

Obi-Wan

Crash the moon into the planet? It would destroy the entire city. Possibly render the planet uninhabitable.

 

Anakin

This entire city is a support network for the cloning facilities.

 

Padme

They’re just civilians...

 

Anakin

They’re not innocents. They’re Imperials. They killed my mother. They killed Mara. They’ve killed thousands of rebels. I’m done making excuses for them. This is the revenge of the Jedi.

 

Telly nods. There is no sympathy in her eyes. She stands up.

 

Telly

For Mara.

 

Obi-Wan stands too.

 

Obi-Wan

I didn’t think I would ever stand for such a plan. But that was before Corellia. Let us end this.

 

 

EXT. LAR’S MOISTURE FARM – TATOOINE – DAWN

 

Padme walks outside slowly, watching the suns rise. She glances at the parked ships, then back to the sunsrise. Her face is troubled.

 

Anakin emerges from the recessed house. He walks up to her. They stand silently for a few moments.

 

Anakin

You didn’t sleep well.

 

Padme shakes her head, then finally turns to look at him.

 

Padme

This feels wrong, Anakin. There has to be another way. These aren’t soldiers, they’re just people. You can’t know what they all really believe. Or what they’ve been propagandized into believing.

 

Anakin looks away, into the distance.

 

Anakin

Maybe it’s become too easy for me.

 

Padme gives him a questioning look. He turns to look at her.

 

Anakin

To kill. It used to be harder. Now I barely notice it.

(pause. He turns away again)

But we’re losing this war, Padme. We can’t last against an endless supply of clones. I have to do this, no matter the cost.

 

Padme

Even if it’s your soul?

 

Anakin puts his hand over her heart.

 

Anakin

My soul’s in there with yours.

 

They kiss, long and meaningfully. Finally they part. Anakin turns slightly, pulling his lightsaber from his belt. There are two hanging there. The second was his clone’s.

 

Anakin

If I don’t...

(pause)

If I don’t make it back... I want Luke to have this. When he’s old enough. And don’t worry. I have a spare.

 

Padme blinks back some tears as she takes the weapon from him.

 

Padme

(crying, but also laughing slightly)

It could still be a girl, you know.

 

Anakin

(chuckles, but almost like he’s forgotten how)

Right, sure. But then you get to pick the name.

 

They embrace one last time. Then Anakin turns.

 

Padme

(in a low voice)

Don’t forget who you are, Anakin.

 

He walks toward the ship. The others are clustering there as well.

 

Padme stands behind and watches them go.

 

 

EXT. TATOOINE DESERT – DAWN

 

The Lambda Shuttle strikes out from the farm, quickly shooting through the air as the suns rise into frame in the background. It rises into space.

 

 

EXT. TATOOINE AIRSPACE – SPACE

 

The shuttle breaks out of Tatooine’s gravity, then flies into hyperspace.

 

 

INT. LAMBDA SHUTTLE – HYPERSPACE

 

Anakin, Obi-Wan and Telly sit in the shuttle, at different stations. The autopilot is actively flying the ship.

 

Telly sits at sensor controls. She turns her chair to face the others.

 

Telly

Palpatine must have been clued in to something. Imperial ships and troop transports are converging at Kamino.

 

Anakin

Damn. They must know I got the drive.

 

He looks thoughtful.

 

Anakin

We’re going to have to call in some backup.

 

Obi-Wan

You’ll never be able to convince the Jedi Council to go along with this plan.

 

Anakin

They don’t have to know everything. Just enough to keep those Imperials off us.

 

Obi-Wan stands up. He looks troubled.

 

Obi-Wan

Are we going too far with this? I don’t know. Perhaps we should look at this with clearer heads.

 

Telly

This is war, Ben. They crossed the line first.

 

Anakin

Exactly. Billions of lives can be saved by destroying that facility.

 

Obi-Wan

Would you agree... we land on the planet first. There may be something we overlooked in the schematic. A way in... perhaps with a diversion.

 

Anakin

I’ll agree to that. But if we can’t...

 

Obi-Wan

(nods)

I’ll make the call.

 

 

EXT. NEAR BLACK HOLE ACRETION DISK – SPACE

 

A segment of the Trade Federation fleet orbits a black hole acretion disk in deep space. There are far fewer ships than seen previously.

 

Most of the craft that remain are heavily damaged. EVA-suited work crews with droid assistance can be seen doing repairs on the outer hulls.

 

 

INT. JEDI COUNCIL SHIP – SPACE

 

Mace Windu stands near a viewport, watching a work crew on a capital ship outside. Nearby, seven other JEDI MASTERS sit around a council table, Kit Fisto, SAESEE TIIN and AAYLA SECURA are among them. There are many empty chairs.

 

A door at the edge of the room opens and Yoda enters, walking with his cane.

 

Yoda

Scattered, the fleet is. Talk of going into hiding, there is.

 

Kit Fisto

And lick our wounds? What good will that do? The Empire isn’t getting any weaker of its own accord.

 

Mace Windu

(turning to the group)

The number of remaining Jedi has dropped by half in the last week. Not even including our dead padawans.

(he looks to each master in turn)

We’re being exterminated. Look at this fleet. It’s in tatters. Because we listened to the boy.

 

Yoda

Judge him harshly, you do. But much success has young Skywalker brought us, to.

 

Mace Windu

Your blind spot for the boy is your weakness, master Yoda. The Dark Side is too strong with him. Whether he means it or not, he leads us to our doom.

 

A light on a comm device in the middle of the table begins flashing. The Jedi look to it. Yoda waves his hand and the holo activates. It is Obi-Wan.

 

Yoda

Master Kenobi. Believed you dead, we did.

 

Obi-Wan

My apologies. We came quite close to that occurring. How bad were our losses?

 

Mace Windu

A third of the capital ships destroyed, another third of our fighters. And a dozen Jedi and padawans.

 

Obi-Wan bows his head.

 

Obi-Wan

May the Force be with them.

 

Kit Fisto

(with a scowl at Mace)

It was nearly much worse than that.

 

Aayla Secura

Will you be rejoining the fleet, Obi-Wan?

 

Obi-Wan

That comes to the nature of my communication. Anakin managed to escape from Coruscant and rejoin us.

 

Most of the Jedi smile at this news. Mace scowls.

 

Obi-Wan

He retrieved some important intelligence from the Emperor’s computer. Their primary cloning facility.

 

Kit Fisto

We’ve been looking for it for years!

 

Obi-Wan

Indeed. We... have a plan to destroy it. But the Imperial force has been at least doubled. We need support.

 

Mace Windu

(almost, but not quite, under his breath)

Here it comes.

 

Obi-Wan

Anakin also believes the Emperor himself may come. You should all know... he is the Sith Lord we have sought.

 

The Jedi all react to this news, shock and horror.

 

Yoda

Make sense, it all does now.

 

Obi-Wan

But more than that... I encountered another Sith apprentice during our escape. It was Djinn Altiss. I don’t know how many others may have been turned.

 

Yoda turns to the group.

 

Yoda

Vote on this, we must. No absentee council members we cannot reach?

 

Aayla Secura

(looking around the table)

We are the Council that is left.

 

Yoda nods gravely.

 

Mace Windu

However this ends up, we must agree to all abide by the result. We must remain united. Do we assent?

 

There is a general murmur and nodding of heads.

 

Mace Windu

Good. Then you know how I stand. I vote no.

 

Kit Fisto

We win no wars by sitting on our hands. I vote yes.

 

AAYLA SECURA

I believe in Skywalker. I will join his plan.

 

SAESEE TIIN

I stand with Master Windu. We cannot allow our order to be destroyed. It may be time to go into hiding.

 

They continue around the table. The other Jedi Masters indicate their vote by a nod or head shake. The voting is tied. Yoda steeples his hands and frowns. He has not yet voted.

 

Yoda

Clouded, the future is. In flux. Look to our feelings, we must. Strong with the Dark Side are the Empire’s clones. Unnatural. The Jedi must defend life. Attempt to end this clone war, we must.

 

 

INT. ACKBAR’S FLAGSHIP – SPACE

 

Mon Mothma and Ackbar are at hand. Yoda is on the comms screen.

 

Mon Mothma

I wish we were going with you on this one, Master Yoda. I wish we could give you more than two fighter squadrons.

 

Yoda

A surgical strike, this is. Heavily damaged, the fleet is. Rebuild it, you must.

 

Ackbar

May the Force be with you.

 

 

EXT. NEAR BLACK HOLE ACRETION DISK – SPACE

 

The Jedi Council ship and its fighter escort break from the main fleet and then leap into hyperspace.

 

 

EXT. LAR’S MOISTURE FARM – TATOOINE – DAY

 

R2-D2 stands outside the farm, his antenna attachment scanning the sky. Padme is next to him. Beru exits the farmhouse, coming toward them.

 

Beru

You can’t stand out there all day, Padme. You’ll get heatstroke.

 

Padme

I was hoping for some communication. But I think they’ve gone dark for silent running.

(pause)

I wish I could get Anakin to recon— to reconsid—

 

She clutches at her belly, breathing heavily.

 

Beru

Padme??

 

Padme

I think my water just broke.

 

 

EXT. KAMINO AIRSPACE – SPACE

 

The Lamda shuttle exits hyperspace on the dark side of the planet, quite close to the planet.

 

There are few orbital defenses. Three older Imperial Dreadnoughts are in orbit on the light side of the planet, along with a few satellite arrays.

 

The shuttle, unnoticed by the Imperial vessels, quickly begins its descent into the atmosphere.

 

 

EXT. KAMINO, SOUTH OF CLONE CITY – NIGHT

 

As the shuttle enters the atmosphere, it is quickly hit by a considerable amount of rainfall. Thunder and lightning crackle as the ship passes through a huge thunderhead.

 

Skirting a mountain range, the shuttle finally lands on a ridge at the base of the mountains, overlooking the city from the southern edge (pop. approximately 50,000).

 

Anakin, Obi-Wan, and Telly exit the ship, standing under the cockpit to stay out of the rain. Anakin utilizes a pair of macrobinoculars.

 

After a moment, he hands the macrobinoculars to Obi-Wan with a frown.

 

The view through the macrobinoculars is shown, focused on the entrance to the cloning facility. A large set of doors are built into the side of the mountain’s eastern slope, with a few outbuildings and a gatehouse near it. Many troops are visible. There is a wide open area just past the buildings, with a tall fence at the edge. Guard towers are stationed at the edges of the fence, each set with emplaced cannons. There is a second gatehouse at the fence line. Two small Imperial Walkers patrol the open area.

 

A repulsorlift vehicle is being held up at the entrance by a squad of clonetroopers before being waved through.

 

Anakin

They’re clearly only worried about a ground-based assault. And I’m betting their shield generator is inside the mountain.

 

Obi-Wan shifts his gaze from the facility, over to the city. He briefly settles on a house window. People are within. A family eating dinner. Smiling to each other.

 

Telly

A Jedi Mind Trick might get us past the gatehouse.

 

Anakin

And how far would that get us? One stronger-minded trooper and we’re blown. And surrounded by who knows how many. Those out-buildings are most likely filled with troops.

(pause)

We investigated this. We could breach that gate. But then what? There’s no stealthy approach. That open area is a killing field. And if they’re expecting us, then we’re all dead or captured. The other Jedi too when they come after us. We can’t win that way. We have to engage our original plan. Any shield generator they have can’t hope to stop their own moon.

 

Obi-Wan bows his head.

 

Obi-Wan

Anakin... I can’t do it.

 

Anakin

(taken aback)

You know what they did to us.

 

Obi-Wan

We can’t give in to hate, Anakin. It’s not the Jedi way.

 

Anakin

(angrily)

It’s the Jedi way that has nearly led to our extinction! That has torn our families apart! I’m done with that.

(pause)

Stay here if you must. Or leave. I don’t care. I have a galaxy to save.

(he looks to Telly)

Where do you stand?

 

Telly looks back and forth between each of them, clearly torn.

 

Telly

They killed our daughter, Ben.

 

Obi-Wan puts his hand on her shoulder.

 

Obi-Wan

We can’t allow her death to justify murder. Is that to be her legacy?

 

Telly’s eyes close. She is crying.

 

Telly

No...

(she looks to Anakin)

Don’t do this, Anakin. You’re about to be a father. And your mother—

 

Anakin

My mother is dead. How hard did you try to save her?

 

TElly

I— I- didn’t.... I tried...

 

Obi-Wan

(shaking his head)

It’s the Dark Side, Anakin. Don’t go down that path. I know it’s tempting. I feel it, too.

 

Anakin

(furious)

No, you don’t!!!

 

With a sweep of his hand, he throws the both of them backwards, away from the shuttle.

 

Anakin

The Jedi fear the Dark Side. They don’t understand it. I finally do. It’s a tool like any other. And I will save the galaxy with it.

 

Anakin turns back into the shuttle. Obi-Wan struggles to his feet.

 

Obi-Wan

Anakin!!

 

Anakin

I’d get off this planet if I were you.

 

Obi-Wan races for the shuttle, but is too late. It launches into the atmosphere and rockets for space.

 

Telly regains her feet. She watches the shuttle’s departure with Obi-Wan.

 

Telly

What are we going to do?

 

Obi-Wan

I have to try to stop him. For his sake as well as for everyone on this planet.

 

Telly

I’ll go with you.

 

Obi-Wan

No. The Jedi are coming. You have to warn them. And there may still be a way to destroy that facility. The right way.

 

Telly

All right. But first, we need to find a ship.

 

 

INT. LARS’ MOISTURE FARM – DAY

 

Padme lies on the bed, looking drained but happy. She holds two sleeping babies. Beru is nearby, washing up, as is 3PO.

 

Beru

(smiling)

Well, that certainly went easier than I expected!

 

3PO

(indignantly)

Far better than it should have. Protocol droids are not programmed obstetricians.

 

Padme

(smiling)

You did very well, 3PO.

(looks to Beru)

And thank you, Beru.

 

Beru

I’m just astounded... you had no idea they were twins?

 

Padme

(shakes her head)

We wanted to be surprised. Anakin sure will be when he... gets back.

 

Padme bows her head. She is crying.

 

Beru

Don’t do that now... he’ll make it back. You’ll see.

 

Padme

It isn’t that. I’m worried that when he does come back... that it won’t be him anymore.

 

She looks down at the sleeping twins, then she carefully climbs out of the bed, kissing them both on their heads.

 

Padme

Luke... Leia... know that I love you. We both do.

 

Beru

Padme...?

 

Padme

I have to stop him, Beru.

 

Beru

You just gave birth!

 

Padme

(despite supporting herself with one hand)

I’ll be all right.

 

Beru

But—

 

Padme

Please, Beru. Will you watch over them for me? I’ll be back. We’ll both be back.

 

Beru

(shaking her head with a sigh)

I can’t believe I’m agreeing to this. Be careful.

 

Padme

I feel like we’re well past that.

 

They hug. Padme starts for the door. She heads outside into...

 

 

EXT. LARS’S MOISTURE FARM – DAY

 

The view follows Padme up the stairs into the harsh outside light. R2 is still there. He turns to her. Padme looks to the Naboo Fighter, still parked nearby.

 

r2-D2

(questioning beep)

 

Padme

Get the fighter ready, R2. We have to catch up to them fast.

 

 

EXT. KAMINO CITY OUTSKIRTS – PREDAWN

 

The heavy rainfall has let up into a light drizzle. But the sky remains heavily overcast. Obi-Wan and Telly make their way stealthily down the hill side into the city’s outskirts.

 

There is light traffic in hazy predawn light. The two attempt to look inconspicuous, especially as a two-legged Imperial Walker stomps past.

 

Telly

According to our schematic, there should be a spaceport about a mile from here.

 

Obi-Wan nods. But he is eyeing a MAN on the other side of the street. The man leans against a wall with a bottled beverage, watching them go.

 

Telly

What is it?

 

Obi-Wan

I’m sensing something sinister here. I don’t like it.

 

Obi-Wan and Telly pass into the misty drizzle, out of sight. The man pulls a comm device from his pocket.

 

 

INT. CLONING FACILITY COMMAND CENTER – PREDAWN

 

Dooku stands at the command station, a TECHNICIAN beside him. Palpatine stands nearby, his fingers intertwined in front of him. Two red-robed Imperial guards stand nearby at attention.

 

The communications system activates.

 

man

(through comms)

The Jedi have landed.

 

Dooku

Is Skywalker with them?

 

Man

Not confirmed.

 

Dooku

Follow at considerable distance. Do not engage.

 

Man

As you command.

 

The comms device deactivates. Dooku turns to Palpatine.

 

Dooku

You were certain Skywalker would come.

 

Palpatine

I can feel his anger... it is seething like never before. He is close.

 

Dooku

We could destroy these invaders now. We must protect the facility.

 

Palpatine

(looking out the window)

Patience, my friend. We have more guests on the way.

 

 

EXT. KAMINO CITY OUTSKIRTS – NORTHERN RIDGE - PREDAWN

 

The Jedi Carrier ship sits on the ridge at the northern edge of the city. The Jedi Masters watch the city below. Other JEDI KNIGHTS (about 15) and PADAWANS (about 20) are nearby.

 

Kit Fisto, scouting ahead, returns to the group.

 

KIT FISTO

The Force cloaked us well. They don’t seem to have detected our landing at all.

 

Aayla Secura

Is our battle plan viable?

 

Kit Fisto

It’s about as heavily guarded as it can be. But clones aren’t much of a match for this many Jedi.

 

Yoda

Dangerous, overconfidence is. Strong with the Dark Side is this place.

 

Mace Windu

That may be. But we are all in on this plan. And this facility must be destroyed.

(pulls out his comm device.)

Engage diversion. On my mark.

 

 

EXT. KAMINO AIRSPACE – PREDAWN

 

Both wings of fighters descend through the clouds above the city, angling towards the surface.

 

Gold Leader

(in the lead craft)

Target turret emplacements. Low and fast, team.

 

Diving near the deck, the fighters streak over the city rooftops. Anti-air fire begins lancing their direction from the turrets as the fighters return fire. Two turrets are destroyed, one of the fighters is hit, directly through the canopy glass. It plummets toward the street.

 

 

EXT. KAMINO CITY – PREDAWN

 

Obi-Wan pulls Telly out of the crashing path of the rebel figher. It digs a furrow into the ground, coming to a rest very close to the two.

 

The few civilians in the street scatter at the crash, panic rising. Many people stop, observing with morbid curiousity what has just happened as the ship comes to a stop.

 

Obi-Wan and Telly hurry to the ship. Obi-Wan cracks the canopy open, attempting to rescue the pilot. But he is dead, shot through his torso.

 

telly

They’ve already started the attack.

 

Obi-Wan

We’re running out of time.

 

He carefully extracts the rebel pilot, laying him on the street.

 

Obi-Wan

(quietly to the pilot)

The Force go with you, my friend.

 

Obi-Wan turns back to the ship, checking its control systems.

 

Obi-Wan

This ship is still functional.

(one panel is smoking, however)

Except comms. Dammit.

 

 

Telly

It doesn’t have any canopy glass, Ben!

 

Obi-Wan

I can channel all weapon power to the shields, max out the life support. It’ll be a leaky sieve, but I don’t have to go far. Find Yoda. Tell him the truth. He’ll know what to do.

 

Telly

I’m not sure who’s crazier, you or Anakin.

 

Obi-Wan

He’s being consumed by the Dark Side. I have to save him.

 

Telly nods, blinks away tears.

 

Telly

I just don’t want to lose you, too.

 

Obi-Wan leans out of the ship, taking her hand. He pulls her close and kisses her briefly, but meaningfully.

 

Telly nods and backs away as Obi-Wan engages the ship’s repulsorlifts. Obi-Wan nods back to her as he activates more controls. His hair is visibly blown by the backfilling life support systems.

 

With a rush, the ship blasts toward orbit.

 

 

EXT. KAMINO CITY NORTH RIDGE – DAWN

 

The sun is breaking to the east, dispersing some of the cloud cover as the Jedi force charges the gates. Another pass by the fighters destroys more of the turrets.

 

Mace Windu

For the Force!

 

Clonetroopers rush into the grounds, firing as the Jedi surge forward. Additionally hampered by firing into the sun, their blaster fire is deflected and ricocheted, smashing back into their own lines.

 

The Imperial Walkers advance. Yoda and Mace Windu target one each. With a wave of their hands, the walker’s legs are sent sprawling. As the Jedi pour forward, the walkers are destroyed by the wave of lightsabers.

 

 

EXT. KAMINO CLONING FACILITY GATES – DAWN

 

Palpatine steps out of the gates, followed closely by his his red guard and Dooku. For a moment, he watches the clone slaughter. Dooku turns to him with a look of grave concern.

 

Dooku

My lord?

 

Palpatine

Spring the trap.

 

 

EXT. KAMINO AIRSPACE – DAWN

 

As the rebel fighters begin to bank for another pass, several squadrons of TIE Fighters appear out of the cloudbanks.

 

Several ships are hit, two are destroyed almost immediately.

 

Gold Leader

Evasive action! All wings, break formation! Scatter!

 

 

EXT. CLONING FACILITY ENTRANCE - DAWN

 

One squadron of TIE Fighters descends toward the Jedi force, lancing fire at their ranks. Jedi are forced to dodge out of the way, though some are not fast enough. One attempts to deflect the heavy laser fire, but his lightsaber is not up to the task.

 

Then, without warning, the outbuildings suddenly blow apart, their walls and ceilings flying outwards towards the Jedi army. Some Jedi, distracted by the TIE attack, are hit, but most are able to deflect the flying mortar. There is an outpouring of dusty debris.

 

Mace Windu holds a hand near his eyes, trying to see through the grit.

 

Mace Windu

No... it can’t be that many...

 

Even through the gritty dust, one thing is now visible. The activating of scores of red lightsabers.

 

With a roar, the Dark Jedi (more than 60), no longer hidden in the buildings, surge forward towards the Jedi.

 

The battle begins in earnest, Force-user against Force-user. The Jedi are more highly-trained, but the Sith Apprentices are more numerous, and their Dark Side powers are dangerous.

 

Rocks are debris fly everywhere as projectile weapons. Force chokes are deployed liberally. The battle becomes a general melee.

 

Saesee Tiin, buffeted about by the melee, suddenly finds himself close to Palpatine. He raises his blade, but Palpatine pours Force Lightning into him. The Jedi is thrown backwards into the fracas, sizzling as he goes.

 

Palpatine

(furious)

Where is Skywalker?!

 

The technician from the control room races up to Palpatine.

 

TECHNICIAN

My lord, one of the rebel ships. We detected a crash landing, but our street spies observed it being recovered. We tracked it to Kamino’s moon.

 

Dooku

The moon?

 

Palpatine

(looking upwards)

No... it can’t be.

(snarling)

Prepare my ship!

 

Technician

Sir, we can’t... the spaceport is on the other side of this battle!

 

Palpatine’s fist flies up. The Technician’s neck snaps and he collapses to the ground, dead. Palpatine turns on Dooku.

 

Palpatine

(blazing fury)

Get my ship!!

 

 

EXT. KAMINO’S MOON – DAY

 

Obi-Wan’s fighter streaks across the surface at low altitude.

 

 

INT. OBI-WAN’S SHIP – DAY

 

Warning lights and klaxons are blaring on the ship. But Obi-Wan is only paying attention to one readout. He is tracking Anakin’s shuttle. As he crests a ridge, he spots it. Parked near a large mining facility. The facility is in flames.

 

 

EXT. KAMINO’S MOON – DAY

 

Obi-Wan’s fighter lands nearby Anakin’s shuttle. Obi-Wan pushes open what remains of the canopy, scanning the moon surface. He finds Anakin, standing on a hilltop. Anakin’s hands are outstretched toward the mining facility.

 

Obi-Wan begins to hurry in that direction, when the entire moon begins to quake. He is thrown off-balance. He staggers, but manages to keep his feet.

 

Obi-Wan

(shouting)

Anakin!

 

Anakin turns to look at Obi-Wan. His eyes are bloodshot and almost yellowish.

 

Anakin

I knew you’d change your mind.

 

Obi-Wan

(advancing toward him)

No, Anakin. I came to stop you. I came to save you.

 

Anakin

(sneering)

Save me? You? Who have you ever saved? Qui-Gonn? Varrum? My mother? Your daughter?

 

Obi-Wan is visibly pained at this last statement.

 

Obi-Wan

I know it’s not you saying that. Not really.

 

Anakin

Perhaps you’re right. Anakin Skywalker was weak. He let his emotions cloud his judgment. I killed him, you know. On Coruscant. I killed him when I killed my clone. I think I just realized that.

 

Obi-Wan

It’s not too late, Anakin. You can stop this. The Jedi are down there... we can win this fight. We can win it with your help.

 

Anakin

The Emperor was right. The Jedi are agents of chaos. Only the Dark Side can bring order to the galaxy.

 

Obi-Wan

Anakin...

 

Anakin

Stop calling me that. The Dark Side has chosen me a new name. Darth. Darth Vader.

 

Vader’s lightsaber ignites. It is red. It was his clone’s.

 

Darth Vader

The clones I will still wipe away. They were weak. But now the Jedi can fall with them. You can’t stop me.

 

Obi-Wan ignites his own lightsaber.

 

Obi-Wan

I must.

 

The two leap towards each other. Their lightsabers clash in midair. Striking and parrying with relentless force, the two do battle.

 

The moon continues to lurch and shake. Steam vents begin blasting open around them.

 

Vader is winning the fight. The fury of the Dark Side pushes Obi-Wan back with blow after blow. Obi-Wan, striving to maintain his calm, notices an area being consumed with steam vents. With a sudden move, he leaps toward it. Vader follows.

 

Darth Vader

You cannot hide in the steam, Obi-Wan.

 

Obi-Wan

This moon is destabilizing, Anakin. You’ve reignited the core!

 

Darth Vader

I told you not to call me that!

 

Vader spots Obi-Wan. He leaps forward, but Obi-Wan pushes with the Force and Vader is caught in a vent. It blasts Vader in his face. He staggers back, coughing. Obi-Wan leaps to the attack.

 

With a skillful move, he disarms Vader. Obi-Wan turns his lightsaber towards his adversary’s throat.

 

Obi-Wan

Surrender, Anakin!

 

Vader snarls with fury. The Force buffets Obi-Wan backwards as Vader reaches for his lightsaber. It flies back to his hand. But before Obi-Wan can recover, Vader stretches out with a Force Choke. Obi-Wan is pulled into the air, trying to resist.

 

Darth Vader

Your powers are weak.

 

But there is suddenly a massive quaking. The ground between them opens up with a blast of lava. Vader and Obi-Wan are both thrown backwards in opposite directions.

 

 

EXT. CLONING FACILITY GROUNDS - DAWN

 

Back on the surface, the battle is still undecided, though many are dead.

 

Kit Fisto, battling three Dark Jedi, kills one with his lightsaber. He flings a piece of rubble into the second, smashing his skull open. A fourth attacker attempts to backstab him, but he rolls aside, taking a wound to his shoulder. He Force pushes the backstabber into his last assailant. Their lightsabers sink into each other. Two new Sith leap upon him from the front.

 

Aayla Secura is dead, surrounded by a dozen dark Jedi.

 

Mace Windu Force Waves a mass of Sith attacking him. He Force Grabs one of them, pulling the foe forward. His lightsaber slices the hapless foe in half.

 

Yoda defends the others, not killing any foes himself. He races about the battlefield, sweeping Dark Jedi away, pulling them off his own allies, disrupting the battle in his side’s favor. As he Force Waves a squad of Sith himself, he applies Force Healing to a fallen Padawan.

 

Palpatine strides through the battle with Dooku. Dooku engages multiple Jedi himself, dispatching several with focused, disciplined maneuvers.

 

Palpatine himself cascades waves of lightning wherever he sees an opening.

 

The Sith Lords are spotted by the Jedi Masters.

 

Yoda

Sidious!

 

Palpatine

Yoda.

 

Yoda and Mace Windu break free of the melee and face the Sith Lords. For a moment, the four regard each other.

 

Yoda

Face us, you will.

 

Palpatine

So be it. Jedi.

 

Palpatine casts his hands toward the clouds above, which rumble their agreement. A crackling storm of lightning bursts out from Palpatine’s hands and from the skies above at the two Jedi Masters.

 

Yoda holds up his own hands, white, warm light flies from his own palms toward the striking lightning. For a moment, both bursts of energy hold each at bay in midair, but then both explode, sending out a shockwave. Yoda and Palpatine are both thrown backwards.

 

Dooku and Mace, braced for the wave, recover quickly. They leap at each other, their lightsabers meeting for their duel.

 

Mace and Dooku battle each other, both swordmasters, both disciplined fighters. As they circle, each seeking an opening that the other won’t present, Yoda and Palpatine exchange blasts of Force energy.

 

His lightning ineffective, Palpatine reaches to his sides, picking up the fallen Imperial Walkers. He hurls them at Yoda, who smashes them together in midair, then hurls the affair back at Palpatine. He dodges the flying missile. Dooku and Mace are also forced to dodge. Palpatine snarls.

 

 

EXT. KAMINO CITY NEAR FACILITY – DAWN

 

Telly races down the street. She spots the melee and runs toward it.

 

 

EXT. KAMINO AIRSPACE – SPACE

 

The Naboo Fighter, Padme inside, R2 in the droid slot, exits hyperspace.

 

 

INT. NABOO FIGHTER - SPACE

 

Padme

I hope I’m not too late.

 

 

EXT. KAMINO’S MOON – DAY

 

Obi-Wan sits at the base of hill. He is bruised and rather cut up. A river of lave has begun flowing a few dozen yards from him. He points his palms toward the ground, focusing.

 

Vader appears at the top of the hill. His lightsaber active.

 

Darth Vader

It’s too late to stop it, Obi-Wan. It won’t be long now.

 

Obi-Wan looks up.

 

Obi-Wan

This place is being consumed, Anakin. Even the Force can’t protect us from these conditions indefinitely.

 

Darth Vader

I don’t need that long to kill you.

 

Vader reaches out with his choking hand again. Obi-Wan lurches back, but then throws his own hand down. Vader staggers back.

 

Obi-Wan

The Dark Side isn’t stronger, Anakin. Not when you’re focused and calm. The Dark Side can only grant you power in your greatest fury... and it demands much in return.

 

Darth Vader

I’ve had enough of your sermonizing!

 

Vader rushes forward, and their blades clash again. They battle across the unstable surface of the moon, striking blades again and again.

 

 

EXT. CLONING FACILITY GROUNDS – GROWING ECLIPSE

 

The sky is darkening as the moon begins to cross paths with the sun, growing ever larger in the sky.

 

Palpatine begins pointing at the ground. Fissures of stone erupt under Yoda, who is forced to leap from one to the other. At one leap, Palpatine catches the small master with a Force Push, hurling him into the ground.

 

With another rise of his fists, Palpatine pulls Yoda into the air and slams him back into the ground again.

 

With a snarl, Palpatine steps forward. He stretches out his hands and dozens of lightsabers rise from the hands of fallen fighters. They fly towards Yoda, who struggles to stand.

 

Mace Windu, with a cry of shock, breaks from Dooku. He races for Palpatine, who is forced to drop the lightsabers to face Windu.

 

The Emperor surges Force Lightning at Mace, who buffets it back with his lightsaber. Palpatine is forced backwards for a moment. But only for a moment. Mace Windu stops, with a look of shock. Dooku’s lightsaber is protruding from his chest.

 

Palpatine smiles as Dooku nods to his master. He turns back towards Yoda, but there is a sudden grunt from Dooku. The Sith Lord falls to the ground, a blaster hole in his back.

 

Palpatine looks up. Telly stands at a distance, holding the weapon.

 

She shoots it at Palpatine. Palpatine’s Force Lightning crackles across the field, absorbing the blaster bolts and striking Telly. She falls to the ground.

 

Palpatine turns back to Yoda, but he isn’t there. Palpatine snarls, but then looks to the sky. The moon is getting very big in the sky.

 

Palpatine turns from the battle, racing for the spaceport.

 

 

EXT. KAMINO’S MOON – DAY

 

Obi-Wan is being overwhelmed again. His foe’s strength is too great. Obi-Wan is pushed backwards, his heels catch the edge of a cliff. Only lava lies below.

 

Darth Vader

You are beaten. Don’t make me destroy you. Join me.

 

Obi-Wan

You must remember who you are.

 

Darth Vader

Perhaps it is you who never knew!

 

Vader swings hard at Obi-Wan. The sabers clash, but Obi-Wan is sent over the ledge. He catches hold of a rock outcropping, dangling above a river of lava.

 

Vader approaches the ledge, gazing down at Obi-Wan. He lifts his hand.

 

Padme

(shouting)

Anakin!

 

Vader stops. He turns to the voice, well behind him. Padme is making her way across the lava field as best she can, coughing in the toxic fumes.

 

Darth Vader

Padme...

 

Padme reaches Vader. He lowers his lightsaber. She puts her hands on his arms.

 

Padme

Anakin! You can’t do this! I love you!

 

Darth Vader

I must bring order to the galaxy.

 

Padme

You’re a father, Anakin. Is this what you want to bring your children? Death? You’re killing your best friend! Don’t you remember? This isn’t you.

 

Darth Vader

You can’t understand.

 

Padme

I understand this.

 

She kisses him. The ground is rumbling beneath them as Anakin deactivates his lightsaber.

 

Padme

We have to get out of here. You have to stop it if you can.

 

Anakin

I can try. I—

 

But the ground shakes with incredible force. Another fissure opens and Padme is thrown off into it. But she doesn’t fall far. Anakin catches her with the Force. But he himself is on the ledge, lying on his back, barely holding her. The same ledge that Obi-Wan is dangling from.

 

Obi-Wan leaps upwards. He grabs Anakin around the throat.

 

Obi-Wan

I’m sorry.

 

Anakin’s eyes are only on Padme.

 

Anakin

No!!!

 

Obi-Wan pulls Anakin down, and he plummets off the cliff, into the lava below. Obi-Wan regains the ledge.

 

He is breathing heavily, clearly spent. But he still hears Padme’s cry. He staggers forward, she is dangling by one hand from a rock. Reaching down, he pulls her back up.

 

Obi-Wan

He tried to kill you, too.

 

Padme

(coughing badly)

No... no... he...

 

Obi-Wan

We have to get out of here. I changed it’s course... I hope by enough.

 

Padme

No...

 

She falls unconscious. Obi-Wan spots the Lambda Shuttle, still on firm ground. R2 is next to it. He drags Padme towards it.

 

 

EXT. KAMINO CLONING FACILITY – ECLIPSE

 

The growing moon in the sky has become impossible to miss. Yoda, clearly injured, looks for surviving Jedi. There are few survivors of either side.

 

Yoda

Retreat, we must!

 

Yoda limps to Telly, stopping by her side. He attempts Force Healing, but then staggers, clutching his own chest.

 

Telly

(weakly)

Master Yoda... I’m sorry I wasn’t... a better... padawan.

 

Yoda

The best... of us... you are.

 

Telly

Tell Ben... I’ll see him again... when he’s ready.

 

Telly’s head falls back. She is dead.

 

Kit Fisto reaches Yoda. He is quite wounded himself. He has a few padawans with him, but that’s all.

 

Kit Fisto

They’re bringing the ship. We’re getting out of here. What’s left of us.

 

A salvo of blaster fire suddenly hits amongst the group. Kit Fisto is hit. He grunts and slumps over.

 

The Jedi ship, in range, blasts the line of surviving clonetroopers. Yoda checks on Kit Fisto, but he is dead, too.

 

The ship lands, the survivors climb inside. Yoda looks over the battlefield. His eyes are full of tears.

 

With a blast of exhaust, the Jedi ship exits the atmosphere.

 

 

EXT. KAMINO SPACEPORT – ECLIPSE

 

Palpatine, all escorts dead, makes for the spaceport by himself as many citizens run around in terror as the moon approaches. Some people attempt to board Palpatine’s craft, but his honor guard, standing near the ship, shoot them as they approach.

 

Palpatine climbs inside.

 

 

INT. PALPATINE’S SHUTTLE – ECLIPSE

 

The PILOT turns to Palpatine.

 

Pilot

My lord, we must leave now!

 

Palpatine

First we must retrieve my apprentice.

 

 

EXT. KAMINO’S MOON – DAY

 

The Lamda Shuttle is taking off as Palpatine’s flies close by it.

 

 

INT. PALPATINE’S SHUTTLE – DAY

 

Pilot

(seeing the departing shuttle)

My lord?

 

Palpatine

Let it go.

(he points out the window toward an embankment near a river of lava)

There.

 

 

EXT. KAMINO’S MOON – DAY

 

The shuttle lands near the embankment. The moon continues to shake violently as Palpatine descends the access ramp.

 

On the shoreline is Anakin. Visible are the marks in the dirt where he dragged himself from the lava. He is horribly burned, his hair is gone. His robotic limb has melted off.

 

Palpatine

(to his guards)

Bring a medical pod! Hurry!

 

Palpatine hurries toward Anakin’s body. He leans down, placing his hand on Anakin’s chest.

 

Palpatine

The Force is with you, my apprentice.

(he looks to his approaching guards)

Do not touch him! Open the pod.

 

They do. Palpatine extends his hands, and lifts Anakin inside with the Force.

 

Palpatine

Do not worry, young Skywalker... we will repair you.

 

Anakin

(unintelligble sound)

 

Palpatine

What was that?

 

Palpatine leans close.

 

Darth Vader

(weakly)

My name is Darth Vader.

 

Palpatine

Of course. Lord Vader.

 

 

EXT. KAMINO SYSTEM – SPACE

 

The remaining ships fly in different directions, leaping into hyperspace.

 

With a devastating crash, the moon smashes into Kamino. The explosion reaches out past the atmosphere.

 

 

INT. LAMBDA SHUTTLE – HYPERSPACE

 

Padme lies unconscious on a pullout bed. Obi-Wan pulls a blanket over her, then returns to the console. He opens the comms channel. Yoda appears, a broken expression on his face.

 

Yoda

Destroyed, the Jedi are. The last are we.

 

Obi-Wan

She’s in and out, but I gathered enough. She gave birth to twins.

 

Yoda

A hope?

 

Obi-Wan

If they are Force-sensitive, we must train them.

 

Yoda

Live to train them, we must.

 

Obi-Wan nods.

 

Obi-Wan

She inhaled a lot of magma fumes and sulphuric gas. Her lungs may be permanently damaged. I fear she may not live many more years.

 

Yoda

Contact the fleet, I will. Meet we must.

 

Obi-Wan

I have a safe place. Safe enough, at any rate. Relaying you the coordinates.

 

Yoda

Obi-Wan... died well Telly did. Saved me. Waiting for you, she is.

 

Obi-Wan

Thank you, master.

 

He kills the comms. And looks out the window, lost in thought.

 

 

EXT. CHANDRILLA – DAY

 

A smoking escape pod lies in an expanse of grass. A HUSBAND and WIFE, looking curious yet cautious, approach the craft. The hatch pops open.

 

The husband moves forward and looks inside. He smiles and reaches inside. It is Mara.

 

The wife looks on in surprise. She looks up at the sky, then back to the baby. Both adults hold her.

 

 

INT. LARS’ MOISTURE FARM – DAY

 

Bail Organa is inside the house, along with Obi-Wan, Yoda, Owen Lars, R2, and 3PO.

 

Obi-Wan

So, it’s settled. We hide the children. It’s the only way to keep them from him. The Emperor mustn’t know they live.

 

Yoda

Wait, I will. On Dagobah. There is a cave of Dark Force energy there. Conceal me, it will.

 

Bail Organa

I can take one of the children. My wife and I have had no luck... it won’t seem strange.

 

Padme enters the room, holding her children, looking drained. Beru enters with her.

 

Padme

Don’t I get a say in this?

 

Obi-Wan

I’m sorry, we didn’t mean—

 

Padme

(coughs)

I may not have long, but I have a little while.

 

She pauses, and sits with her children on the floor. Luke plays with a toy.

 

Padme

(looking up)

Luke stays here.

 

Yoda

Wise this is not.

 

Padme

(coughs again)

His name is Luke Skywalker. He keeps his name.

 

Obi-Wan

Padme, I saw him fall...

 

Padme

I can still feel him, Ben. I know he’s alive.

 

Obi-Wan

Perhaps. But even if he is, he’s not Anakin anymore. You must realize this.

 

Padme

He’s still in there, Ben. I felt it.

(she looks at Luke)

There is still good in him.

(she looks back to the group)

One day, he’ll find out he has a son. He has to have that chance. You all owe him that chance.

 

Obi-Wan

This is our last hope. If they’re found...

 

Padme

Leia will go with me. Completely hidden. We’ll go to Alderaan with Bail Organa. Bail... you can adopt her. And when I—

(she coughs)

When I pass... you’ll take good care of her?

 

Bail Organa

We will.

 

Padme

3PO, this is difficult to ask... but your drive is too easy to access. You’ll need to delete all memory of this. Of who our children are.

 

3PO

Of course, madam. It would be my honor.

 

BERU

We’ll take good care of Luke. I promise it.

 

Padme

Thank you, so much.

 

She hugs them both, though Owen is a bit stiff.

 

Obi-Wan

I will remain here on Tatooine as well.

 

Padme

(nods)

You’ll watch over Luke?

 

Obi-Wan

For as long as I live. Longer if I can.

 

Padme hands him Anakin’s lightsaber.

 

Padme

Anakin wanted him to have this, when he’s old enough.

 

Obi-Wan nods. They all rise.

 

 

EXT. LARS’ MOISTURE FARM – DAY

 

The Lars family stands below with Obi-Wan, holding Luke. Padme is visible inside the port window of Bail Organa’s ship. As it leaves, a small hand, Leia’s can be seen waving.

 

Luke’s hand waves back.

 

Iris out to credits.