>> : 2, / Star Wars: Episode II Attack of the Clones

: : 2, / Star Wars: Episode II Attack of the Clones. .

: : 2, / Star Wars: Episode II Attack of the Clones.

: 2, / Star Wars: Episode II Attack of the Clones

A vast sea of stars serves as the backdrop for the main title. War drums echo through the heavens as a rollup slowly crawls into infinity.

There is unrest in the Galactic Senate. Several thousand solar systems have declared their intentions to leave the Republic.

The separatist movement, under the leadership of the mysterious Count Dooku, has made it difficult for the limited number of Jedi Knights to maintain peace and order in the galaxy.

Senator Amidala, the former Queen of Naboo, is returning to the Galactic Senate to vote on the critical issue of creating an ARMY OF THE REPUBLIC to assist the overwhelmed Jedi....

PAN UP to reveal the amber city planet of Coruscant. Two yellow Naboo Fighters fly OVER CAMERA toward the planet, followed by a large Naboo Cruiser and one more Fighter.

INTERIOR: NABOO CRUISER - DAWN

The LIEUTENANT and two SECURITY OFFICERS address SENATOR AMIDALA as the Cruiser nears the planet.

LIEUTENANT: Senator, we're making our final approach in to Coruscant.

SENATOR AMIDALA: Very good, Lieutenant.

EXTERIOR: CITYSCAPE, CORUSCANT - DAWN

The ships skim across the surface of the city landscape. The sun glints off the chrome hulls of the sleek Naboo spacecraft as they navigate between the buildings of the capital planet.

EXTERIOR: CORUSCANT, LANDING PLATFORM - DAWN

Two Naboo Fighters land on one leaf of a three-leaf-clover landing platform. The Naboo Cruiser lands on the central leaf, and the third Fighter lands on the remaining platform.

A small GROUP OF DIGNITARIES waits to welcome the Senator.

One of the FIGHTER PILOTS jumps from the wing of his ship and removes his helmet. He is CAPTAIN TYPHO, SENATOR AMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

CAPTAIN TYPHO: We made it. I guess I was wrong, there was no danger at all.

The ramp lowers. TWO NABOO GUARDS appear. SENATOR AMIDALA, ONE HANDMAIDEN (VERS) and FOUR TROOPERS descend the ramp. AMIDALA is more beautiful now than she was ten years earlier when, as Queen, she was freeing her people from the yoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALA reaches the foot of the ramp, when suddenly there is a blinding FLASH and a huge EXPLOSION. The DIGNITARIES and PILOTS are hurled to the ground as the starship is destroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO ESCORT PILOTS get up and run to where SENATOR AMIDALA lies dying. Beyond, ARTOO DETOO drops down from the Naboo Fighter and rolls toward the wreckage. The FEMALE ESCORT PILOT kneels by SENATOR AMIDALA and takes off her helmet, revealing SENATOR PADME AMIDALA.

PADME: Cord...

She gathers up her decoy double in her arms. Cord's eyes open. She looks up at her.

CORD: ...I'm so sorry, M'Lady... I'm... not sure I... I've failed you, Senator.

CORD dies. PADME hugs her.

AMIDALA: No...!

CAPTAIN TYPHO: M'Lady, you are still in danger here.

PADME lowers CORD to the ground. She gets up and looks around at the devastation. There are tears in her eyes.

AMIDALA: I shouldn't have come back.

CAPTAIN TYPHO: This vote is very important. You did your duty - Cord did hers. Now come. (she doesn't respond Senator Amidala, please!

She turns. They walk away. ARTOO lets out a small whimper and rolls after them.

EXTERIOR: SENATE BUILDING - DAY

The massive Senate Building glistens in the afternoon sun. Small patches of fog have still to burn off.

INTERIOR: SENATE CHAMBER - DAY

The vast rotunda is buzzing with chatter. MAS AMEDDA, the Supreme Chancellor's majordomo, tries to quiet things down as PALPATINE confers with an AIDE, UV GIZEN, riding a small one-man floating scooter.

MAS AMEDDA: Order! We shall have order! The motion for the Republic to commission an army takes precedent, and that is what we will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME CHANCELLOR PALPATINE steps to the podium.

PALPATINE: ...My esteemed colleagues, excuse me... I have just received some tragic and disturbing news. Senator Amidala of the Naboo system has been assassinated!

There is a shock silence in the vast arena.

PALPATINE: This grievous blow is especially personal to me. Before I became Chancellor, I served Amidala when she was Queen. She was a great leader who fought for justice, not only here in this honorable assembly, but also on her home planet. She was so loved she could have been elected Queen for life. She believed in public service, and she fervently believed in democracy. Her death is a great loss to us all. We will all mourn her as a relentless champion of freedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR of MALASTARE, moves his pod into the center of the arena.

ASK AAK: How many more Senators will die before this civil strife ends! We must confront these rebels now, and we need an army to do it.

A second pod moves into the center of the area with DARSANA, the AMBASSADOR of GLEE ANSELM.

DARSANA: Why weren't the Jedi able to stop this assassination? We are no longer safe, under their protection.

SENATOR ORN FREE TAA swings forward in his pod.

ORN FREE TAA: The Republic needs more security now! Before it comes to war.

PALPATINE: Must I remind the Senator from Malastare that negotiations are continuing with the separatists. Peace is our objective here... not war.

The SENATORS yell pro and con. MAS AMEDDA tries to calm things down. SENATOR PADME AMIDALA, with CAPTAIN TYPHO, JAR JAR, and DORM, maneuver her pod into the center of the vast arena.

AMIDALA: My noble colleagues, I concur with the Supreme Chancellor. At all costs, we do not want war!

The Senate goes quiet, then there is an outburst of cheering and applause.

PALPATINE: It is with great surprise and joy the chair recognizes the Senator from Naboo, Padm Amidala.

PADME: Less than an hour ago, an assassination attempt was made against my life. One of my bodyguards and six others were ruthlessly and senselessly murdered. I was the target but, more importantly, I believe this security measure before you, was the target. I have led the opposition to build an army... but there is someone in this body who will stop at nothing to assure its passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADME: I warn you, if you vote to create this army, war will follow. I have experienced the misery of war firsthand; I do not wish to do it again.

There is sporadic yelling for and against her statements.

PADME: Wake up, Senators... you must wake up! If we offer the separatists violence, they can only show us violence in return! Many will lose their lives. All will lose their freedom. This decision could very well destroy the very foundation of our great Republic. I pray you, do not let fear push you into a disastrous decision. Vote down this security measure, which is nothing less than a declaration of war! Does anyone here want that? I cannot believe they do.

There is an undercurrent of booing... and groaning. SENATOR ORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA: My motion to defer the vote must be dealt with first. That is the rule of law.

AMIDALA looks angry and frustrated. PALPATINE gives her a sympathetic look.

PALPATINE: Due to the lateness of the hour and the seriousness of this motion, we will take up these matters tomorrow. Until then, the Senate stands adjourned.

EXTERIOR: EXECUTIVE QUARTERS BUILDING - DAY

The giant towers of the Republic Executive Building seem to reach the heavens. Traffic clogs the smoggy sky.

INTERIOR: CHANCELLOR'S OFFICE - DAY

CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD ROYAL GUARDS on either side of the door. YODA, PLO KOON, KI-ADI-MUNDI, and MACE WINDU sit across from him. Behind them stand the Jedi LUMINARA UNDULI and her Padawan, BARRISS OFFEE.

PALPATINE: I don't know how much longer I can hold off the vote, my friends. More and more star systems are joining the separatists.

MACE WINDU: If they do break away -

PALPATINE: I will not let this Republic that has stood for a thousand years be split in two. My negotiations will not fail!

MACE WINDU: If they do, you must realize there aren't enough Jedi to protect the Republic. We are keepers of the peace, not soldiers.

PALPATINE: Master Yoda, do you think it will really come to war?

YODA closes his eyes.

YODA: Worse than war, I fear... Much worse.

PALPATINE: What?

MACE WINDU: What do you sense, Master?

YODA: The Dark Side clouds everything. Impossible to see, the future is. But this I am sure of - (opens his eyes) Do their duty, the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC, appears on the Chancellor's desk.

DAR WAC: (in Huttese) The loyalist committee has arrived, my Lord.

PALPATINE: Good. We will discuss this matter later. Send them in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, MAS AMEDDA, DORM, and SENATORS (BAIL ORGANA, JAR JAR BINKS and HOROX RYYDER) and their ATTENDANTS enter the office. As YODA and MACE WINDU move to greet the SENATOR, YODA taps AMIDALA with his cane.

YODA: Padm, your tragedy on the landing platform, terrible. With you the force is strong... young Senator. Seeing you alive brings warm feeling to my heart.

PADME: Thank you, Master Yoda. Do you have any idea who was behind the attack?

MACE WINDU: Our intelligence points to disgruntled spice miners, on the moons of Naboo.

PADME: But I think that Count Dooku was behind it.

There is a stir of surprise. They look at one another.

KI-ADI-MUNDI: He is a political idealist, not a murderer.

MACE WINDU: You know, M'Lady, Count Dooku was once a Jedi. He couldn't assassinate anyone. It's not in his character.

YODA: In dark times nothing is what it appears to be, but the fact remains for certain, Senator, in grave danger you are.

PALPATINE gets up, walks to the window, and looks out at the vast city.

PALPATINE: Master Jedi, may I suggest that the Senator be placed under the protection of your graces.

BAIL ORGANA: Do you think that is a wise decision during these stressful times?

PADME: Chancellor, if I may comment, I do not believe the...

PALPATINE: ..."situation is that serious." No, but I do, Senator.

PADME: Chancellor, please! I don't want any more guards!

PALPATINE: I realize all too well that additional security might be disruptive for you, but perhaps someone you are familiar with... an old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU: That's possible. He has just returned from a Border dispute on Ansion.

PALPATINE: You must remember him, M'Lady... he watched over you during the blockade conflict.

PADME: This is not necessary, Chancellor.

PALPATINE: Do it for me, M'Lady, please. I will rest easier. We had a big scare today. The thought of losing you is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU: I will have Obi-Wan report to you immediately, M'Lady.

YODA leans into her ear.

YODA: Too little about yourself you worry, Senator, and too much about politics. Be mindful of your danger, Padm. Accept our help.

The JEDI leave the office.

EXTERIOR: APARTMENT BUILDING - TWILIGHT

A graceful skyscraper twinkles in the evening light of Coruscant.

INTERIOR: APARTMENT BUILDING ELEVATOR - TWILIGHT

ANAKIN and OBI-WAN ride in a windowed elevator attached to the outside of the Senate Building. They are on their way to SENATOR AMIDALA'S apartments. ANAKIN nervously rearranges his robes.

OBI-WAN: You seem a little on edge, Anakin.

ANAKIN: Not at all.

OBI-WAN: I haven't felt you this tense since we fell into that nest of gundarks.

ANAKIN: You fell into that nightmare, Master, and I rescued you, remember?

OBI-WAN: Oh yeah. (they laugh) You're sweating. Relax. Take a deep breath.

ANAKIN: I haven't seen her in ten years, Master.

OBI-WAN: She's not the Queen anymore, Anakin.

ANAKIN: That's not why I'm nervous.

INTERIOR: APARTMENT BUILDING, APARTMENT CORRIDOR - TWILIGHT

The door to the apartment slides open. JAR JAR walks into the corridor, where TWO JEDI are exiting the elevator. He recognizes OBI-WAN and becomes extremely excited, jumping around, shaking his hand.

JAR JAR: Obi! Obi! Obi! Mesa sooo smilen to seein yousa. Wahooooo!

OBI-WAN smiles.

OBI-WAN: It's good to see you, too, Jar Jar.

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR: ...and this, I take it, is your apprentice... Noooooooo! Annie? Noooooooo! Little bitty Annie? (Looks at Anakin) Noooooooo! Yousa so biggen! Yiyiyiyyi! Annie!!

ANAKIN: Hi, Jar Jar.

JAR JAR grabs hold of ANAKIN and envelops him in a big hug.

JAR JAR: Shesa expecting yousa. Annie... Mesa no believen!

INTERIOR: SENATE BUILDING, APARTMENT - EVENING

PADME is in a conference with CAPTAIN TYPHO and DORM. JAR JAR enters the room, followed by the TWO JEDI.

JAR JAR: Mesa here. Lookie... lookie... Senator. Desa Jedi arriven.

PADME and TYPHO rise as OBI-WAN and ANAKIN stop before the SENATOR. OBI-WAN steps forward. ANAKIN stares at PADME. She glances at him.

OBI-WAN: It's a pleasure to see you again, M'Lady.

PADME walks over to OBI-WAN and takes his hand in hers.

PADME: It has been far too long Master Kenobi. I'm so glad our paths have crossed again... but I must warn you that I think your presence here is unnecessary.

OBI-WAN: I'm sure the Jedi Council has their reasons.

She moves in front of ANAKIN.

PADME: Annie? (stares) My goodness, you've grown.

They look at each other for a long moment.

ANAKIN: (trying to be smooth) So have you... grown more beautiful, I mean... and much shorter... for a Senator, I mean.

OBI-WAN looks disapprovingly at his apprentice. PADME laughs and shakes her head.

PADME: Oh Annie, you'll always be that little boy I knew on Tatooine.

This embarrasses ANAKIN, and he looks down. OBI-WAN and CAPTAIN TYPHO smile.

OBI-WAN: Our presence will be invisible, M'Lady, I can assure you.

CAPTAIN TYPHO: I'm very grateful you're here, Master Kenobi. I'm Captain TYPHO, head of Her Majesty's security service. Queen Jamillia has informed you of your assignment. The situation is more dangerous than the Senator will admit.

PADME: I don't need more security, I need answers. I want to know who is trying to kill me.

OBI-WAN: (frowning) We're here to protect you Senator, not to start an investigation.

ANAKIN: We will find out who's trying to kill you Padm, I promise you.

He's done it again. He bites his lip in frustration and shame. OBI-WAN gives ANAKIN a dirty look.

OBI-WAN: We will not exceed our mandate, my young Padawan learner!

ANAKIN: I meant in the interest of protecting her, Master, of course.

OBI-WAN: We will not go through this exercise again, Anakin. And you will pay attention to my lead.

ANAKIN: Why?

OBI-WAN: What??!!

ANAKIN: Why else do you think we were assigned to protect her, if not to find the killer? Protection is a job for local security... not Jedi. It's overkill, Master. Investigation is implied in our mandate.

OBI-WAN: We will do exactly as the Council has instructed, and you will learn your place, young one.

PADME: Perhaps with merely your presence, the mysteries surrounding this threat will be revealed. Now, if you will excuse me, I will retire.

Everyone gives AMIDALA a slight bow as she and DORM leave the room.

TYPHO: Well, I know I feel a lot better having you here. I'll have an officer situated on every floor and I'll be at the control center downstairs.

JAR JAR: Mesa busten wit happiness seein yousa again, Annie. Deesa bad times, bombad times.

CAPTAIN TYPHO leaves.

ANAKIN: She hardly recognized me, Jar Jar. I've thought about her every day since we parted... and she's forgotten me completely.

JAR JAR: Shesa happy. Happier den mesa seein her in longo time.

OBI-WAN: Anakin, you're focusing on the negative again. Be mindful of your thoughts. She was pleased to see us. Now lets check the security here.

ANAKIN: Yes, my master.

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

An armor-clad bounty hunter, JANGO FETT, waits on the ledge of a skyscraper as another bounty hunter, ZAM WESELL, a CHANGELING, steps from her hovering speeder and approaches FETT.

ZAM WESELL: I hit the ship, but they used a decoy.

JANGO FETT: We'll have to try something more subtle this time, Zam. My client is getting impatient.

FETT hands ZAM a transparent tube about a foot long containing centipede-like KOUHUNS.

JANGO FETT: Take these. Be careful. They're very poisonous.

ZAM attaches her veil across the bottom of her face. She turns to leave, but FETT calls her back.

JANGO FETT: Zam, there can be no mistakes this time.

She turns again, and walks toward her speeder.

EXTERIOR: JEDI TEMPLE - NIGHT

The vast Jedi Temple sits on an endless flat plain, silhouetted by a against the traffic-filled sky.

INTERIOR: JEDI TEMPLE, CORRIDOR - NIGHT

MACE WINDU and YODA walk down the long hallway, silhouetted by a lit room at the end.

MACE WINDU: Why couldn't we see this attack on the Senator?

YODA: Masking the future, is this disturbance in the Force.

MACE WINDU: The prophecy is coming true, the Dark Side is growing.

YODA: And only those who have turned to the Dark Side can sense the possibilities of the future.

MACE WINDU: It's been ten years, and the Sith still have yet to show themselves.

YODA: ...Out there, they are. A certainty that is.

There is a long silence as they walk away. Only footsteps are heard.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN R0OM - NIGHT

ANAKIN is standing in the living room. He is in a meditative state. It is quiet. We hear DISTANT FOOTSTEPS in the corridor outside the apartment. Suddenly ANAKIN'S eyes pop open. His eyes dart around the room. He reaches for his lightsaber, then smiles and puts it back in his belt.

The door to the apartment slides open, and OBI-WAN enters.

OBI-WAN: Captain Typho has more than enough men downstairs. No assassin will try that way. Any activity up here?

ANAKIN: Quiet as a tomb. I don't like just waiting here for something to happen to her.

OBI-WAN checks a palm-sized view scanner he has pulled out of his utility belt. It shows a shot of ARTOO by the door, but no sign of PADME on the bed.

OBI-WAN: What's going on?

ANAKIN shrugs.

ANAKIN: She covered the cameras. I don't think she liked me watching her.

OBI-WAN: What is she thinking?

ANAKIN: She programmed Artoo to warn us if there's an intruder.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

PADME is asleep in her bed, lit only by the light of the city outside her window coming through the blinds. ARTOO stands in the corner of the bedroom. His power is off.

OBI-WAN: (V.O.) It's not an intruder I'm worried about. There are many other ways to kill a Senator.

ANAKIN: (V.O.) I know, but we also want to catch this assassin. Don't we, Master?

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

OBI-WAN: You're using her as bait??

ANAKIN: It was her idea... Don't worry, no harm will come to her. I can sense everything going on in that room. Trust me.

OBI-WAN: It's too risky... besides, your senses aren't that attuned, young apprentice.

ANAKIN: And yours are?

OBI-WAN: Possibly.

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

Standing on the skyscraper ledge, ZAM WESELL loads the cylinder carrying the deadly KOUHUNS into a PROBE DROID. She sends the PROBE DROID out into the Coruscant night.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation, moving out onto the apartment's balcony.

OBI-WAN: You look tired.

ANAKIN: I don't sleep well anymore.

OBI-WAN: Because of your mother?

ANAKIN: I don't know why I keep dreaming about her now. I haven't seen her since I was little.

OBI-WAN: Dreams pass in time.

ANAKIN: I'd rather dream of Padm. Just being around her again is... intoxicating.

OBI-WAN: Be mindful of your thoughts, Anakin, they betray you. You've made a commitment to the Jedi Order... a commitment not easily broken... and don't forget she's a politician. They're not to be trusted.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

As PADME sleeps, a PROBE DROID approaches outside her window. It sends out several small arms that attach to the window, creating sparks that shut down the security system. Then a large arm cuts a small hole in the glass. A FAINT SOUND is heard as the small section of glass is removed from the window.

ARTOO wakes up, and his lights go on. The PROBE DROID freezes. ARTOO looks around, makes a PLAINTIVE LITTLE SOUND, then shuts down again. The PROBE DROID attaches a little tube to the window. TWO DEADLY LOOKING CENTIPEDE LIKE KOUHUNS exit the tube, crawl through the blinds and head toward the sleeping PADME.

ANAKIN: (V.O.) She's not like the others in the Senate, Master.

OBI-WAN: (V.O.) It's been my experience that Senators are only focused on pleasing those who fund their campaigns... and they are more than willing to forget the niceties of democracy to get those funds.

ANAKIN: (V.O.) Not another lecture, Master. Not on the economics of politics...

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation, walking back into the main room.

ANAKIN: ...and besides, you're generalizing. The Chancellor doesn't appear to be corrupt.

OBI-WAN: Palpatine's a politician.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

ARTOO sounds an alarm and shines a light on the bed. THE KOUHUNS are inches from PADME'S face. Their mouths are open, and wicked stinger tongues flick out.

OBI-WAN: (V.O.) I've observed that he is very clever at following the passions and prejudices of the Senators.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation.

ANAKIN: I think he is a good man. My instincts are very positive about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN: I sense it, too.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand on their hind legs and hiss as PADME wakes up. ANAKIN throws himself in front of her, whacking in half the deadly creatures with his lightsaber.

OBI-WAN sees the DROID outside the window and races straight at it, crashing through the blinds as he goes through the window.

EXTERIOR: WINDOW LEDGE, APARTMENT BUILDING - NIGHT

OBI-WAN flies through the glass window and flings himself at the PROBE DROID, grabbing onto the deadly machine before it can flee. The PROBE DROID sinks under the weight of OBI WAN but manages to stay afloat and fly away, with the Jedi hanging on for dear life, a hundred stories above the city.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - NIGHT

ANAKIN and PADME stare at the sight of OBI-WAN being carried off by the DROID. ANAKIN turns to her. She pulls her nightdress around her shoulders.

ANAKIN: Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORM, enter the room as Anakin dashes out.

DORM: Are you all right, M'Lady?

PADME nods yes.

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

The PROBE DROID sends several protective electrical shocks across its surface, causing OBI-WAN to almost lose his grip. As they dart in and out of the speeder traffic, OBI WAN disconnects a wire on the back of the DROID. Its power shuts off! OBI-WAN and the DROID drop like rocks. OBI-WAN realizes the error of his ways and quickly puts the wire back. The DROID'S systems light up again and it takes off.

EXTERIOR: SENATE APARTMENTS - ENTRANCE - NIGHT

ANAKIN charges out of the building and runs to a line of parked speeders. He vaults into an open one and takes off, gunning it fast toward the lines of speeder traffic high above.

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

The DROID bumps against a wall, hoping to knock the Jedi loose. It moves behind a speeder afterburner to scorch him. It takes the JEDI wildly between buildings and finally skims across a rooftop as OBI-WAN is forced to lift his legs, tenaciously hanging onto the DROID. The DROID heads for a dirty, beat-up speeder hidden in an alcove of a building about twenty stories up. When the pilot of the speeder, the scruffy bounty hunter, ZAM WESELL, sees the DROID approach with OBI-WAN hanging on, she pulls a long rifle out of the speeder and starts to fire at the JEDI. EXPLOSIONS burst all around OBI-WAN. ZAM runs to her speeder, jumps in, and takes off.

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

FINALLY, the DROID suffers a direct hit and blows up. OBI WAN falls fifty stories, until a speeder drops down next to him, and he manages to grab onto the back end of the speeder and haul himself toward the cockpit. The JEDI struggles to climb into the passenger seat of the open speeder and sit down next to the driver, ANAKIN.

ANAKIN: That was wacky! I almost lost you in the traffic.

OBI-WAN: What took you so long?

ANAKIN: Oh, you know, Master, I couldn't find a speeder I really liked, with an open cockpit... and with the right speed capabilities... and then you know I had to get a really gonzo color...

They zoom upward in hot pursuit of ZAM as she fires out the open window at them with her laser pistol.

OBI-WAN: If you'd spend as much time working on your saber skills as you do on your wit, young Padawan, you would rival Master Yoda as a swordsman.

ANAKIN: I thought I already did.

OBI-WAN: Only in your mind, my very young apprentice. Careful!! Hey, easy!!

As this conversation is going on, ANAKIN deftly moves in and out of the oncoming traffic, across lanes, between buildings, and miraculously through a construction site. ZAM WESELL continues firing at them.

ANAKIN: Sorry, I forgot you don't like flying, Master.

OBI-WAN: I don't mind flying... but what you're doing is suicide!

They barely miss a commuter train.

ANAKIN: Master, you know I've been flying since before I could walk. I'm very good at this.

OBI-WAN: Just slow down! There! There he goes!

ZAM WESSEL and the JEDI race through a line of cross traffic made up of giant trucks. The speeders bank sideways as they slide around right-angle turns between buildings. ZAM races into a tram tunnel.

OBI-WAN: Wait! Don't go in there! Take it easy...

ANAKIN: Don't worry, Master.

ANAKIN zooms into the tunnel after ZAM. They see a tram coming at them. They brake, turn around, and race out, barely ahead of the charging commuter transport.

OBI-WAN: You know I don't like it when you do that!

ANAKIN: Sorry, Master. Don't worry, this guy's gonna kill himself any minute now!

ZAM WESSEL turns into oncoming traffic, deliberately trying to throw the JEDI off. Oncoming speeders swerve, trying to avoid ZAM and the JEDI. ZAM does a quick, tight loop-over and ends up behind the JEDI. She is now in a much better position to fire at them with her laser pistol. To avoid being hit by the laser bolts, ANAKIN slams on the brakes and moves alongside ZAM. She now fires point-blank at OBI- WAN.

OBI-WAN: What are you doing? He's gonna blast me!

ANAKIN: Right - this isn't working.

ANAKIN slides underneath Zam's speeder. They race along in traffic, one speeder right on top of the other. The BOUNTY HUNTER skims over the rooftops, causing ANAKIN to drop behind. ANAKIN goes through his gears, zooming around traffic. They race at high speed across a wide, flat surface of the city planet. A large spacecraft almost collides with them as it attempts to land.

OBI-WAN: Watch out for those banners!

They round a corner and clip a flag, which gets caught on one of the front air scoops.

OBI-WAN: That was too close!

ANAKIN: Clear that!

OBI-WAN: What?

ANAKIN: Clear the flag! We're losing power! Hurry!

OBI-WAN leans out of the speeder, then crawls out onto the front engine and pulls the flag free of the scoop. The speeder lurches forward with a surge of power.

OBI-WAN: Whooooaaa! Don't do that! I don't like it when you do that!

ANAKIN: So sorry, Master.

They chase the BOUNTY HUNTER through a power refinery. ZAM shoots a power coupler causing voltage, like lightning, to jump across a gap from one coupler to another. ANAKIN stays on course, piloting the speeder directly through the arc. ANAKIN and OBI-WAN'S bodies ripple with blue power.

OBI-WAN: Anakin! How many times have I told you to stay away from the power couplings! Slow down! Don't go through there!

Huge electrical bolts shoot between the buildings as the speeders pass.

OBI-WAN: Yiiii, what are you doing?

ANAKIN: Sorry, Master!

OBI-WAN: (sarcastically) Oh, that was good...

ANAKIN: That was crazy!!!

ZAM slides around a corner sideways, blocking an alley, firing point-blank as ANAKIN approaches.

ANAKIN: Ahh, damn.

OBI-WAN: Stop!!

ANAKIN: No, we can make it.

ANAKIN barely misses the BOUNTY HUNTER'S speeder as he dives under it, and through a small gap in the building hitting several pipes and going wildly out of control. ANAKIN struggles to regain control of the speeder, narrowly missing a crane, barely clipping a pair of giant struts. A giant gas ball shoots up, causing ANAKIN to spin and bump a building, stalling the speeder.

OBI-WAN: I'm crazy... I'm crazy... I'm crazy.

ANAKIN: I got us through that one all right.

OBI-WAN: (angrily) No you didn't! We've stalled! And you almost got us killed!

ANAKIN: I think we're still alive.

ANAKIN works to get the speeder started. It races to life.

OBI-WAN: (very angrily) It was stupid!

ANAKIN: (sheepishly) I could have made it...

OBI-WAN: (furious) But you didn't!!! And now we've lost him for good.

Suddenly, there is an ambush. Laser bolts are everywhere. EXPLOSIONS surround them. They look up to see ZAM WESSEL take off.

ANAKIN: No we didn't...

Out of a cloud of smoke and ball of flames the JEDI tear after ZAM. They are smoking. OBI-WAN slaps out the small fire on the dashboard. ZAM goes up and down, through cross traffic. There is a near miss as a speeder almost hits them. ZAM turns down and left between two buildings. ANAKIN pulls up and to the right

OBI-WAN: Where are you going?!... He went down there, the other way.

ANAKIN: Master, if we keep this chase going, that creep's gonna end up Deep-fried. Personally, I'd very much like to find out who in the hell he is and who he's working for... This is a shortcut... I think.

OBI-WAN: (sarcastic) What do you mean, you "think?"

ANAKIN turns up a side street, zooming up several small passageways, then stops, hovering about fifty stories up.

OBI-WAN: Well, you lost him.

ANAKIN: I'm deeply sorry, Master.

ANAKIN looks around front and back. He spots something. He seems to start counting to himself as he watches something below approach.

OBI-WAN: Well, this is some kind of shortcut. He went completely the other way! Once again, Anakin...

ANAKIN: ...Excuse me for a moment.

ANAKIN jumps out of the speeder. OBI-WAN looks down and sees Zam's speeder about five stories below them cruising past.

OBI-WAN: I hate it when he does that.

ANAKIN miraculously lands on top of the Bounty Hunter's speeder. The speeder wobbles under the impact. ZAM looks up and realizes what has happened.

ZAM takes off, and ANAKIN slides to the back strut and almost slips off, but manages to hang on. ANAKIN works his way back to ZAM, who, caught off guard, briefly changes into her CLAWDITE form. ZAM stops suddenly, and ANAKIN flies forward to the left front fork. ZAM shoots at him with a laser pistol. There is a BLAST near ANAKIN'S hand, which breaks off a piece of the speeder. ANAKIN slides to the right fork of the speeder, where ZAM can't reach him. He scrambles to the top, holding onto an air scoop.

OBI-WAN has jumped into the driver's seat of his speeder and is deftly gaining on the rogue speeder. The two speeders dive through oncoming traffic and then through cross traffic. Finally, ANAKIN is able to get hold of his lightsaber and starts to cut his way through the roof of the speeder. ZAM takes out her laser pistol and starts firing at the helpless JEDI, knocking the sword out of his hand. OBI-WAN races under the speeder and catches the Jedi weapon in the passenger's seat.

ANAKIN sticks his hand into the cockpit and, using the Force, pulls the gun out of ZAM'S hand. She grabs the JEDI'S hand, and they struggle for the weapon. It goes off, blowing a hole in the floor of the speeder. The speeder careens wildly out of control. ZAM struggles to pull the speeder out of its nosedive. OBI-WAN gets slowed down by traffic and loses sight of the Bounty Hunter's speeder.

Just as the speeder is about to nose dive into the ground, ZAM pulls it out, and it slides hard on the pavement in a shower of sparks. ANAKIN goes flying into the street.

EXTERIOR: ENTERTAINMENT STREET - NIGHT

ZAM exits the crashed speeder and runs. ANAKIN picks himself up off the pavement and runs after her down the very crowded street.

It's the seedy underbelly of the city. Broken sidewalks, garish lights reflected in filthy puddles. It's pretty crowded with various ALIEN LOW-LIFES, PANHANDLING DROIDS, and the occasional group of UPPERCLASS SLUMMERS.

ANAKIN barges into several of them as he chases after the fleeing ZAM. He loses the Bounty Hunter in the crowd, then sees her again. The young Jedi is having a very difficult time getting through the crowd. Ahead, ZAM turns in through a door and disappears. A nightclub sign is flashing over the door.

OBI-WAN lands the speeder in the nearby street. He gets out and runs through the crowd toward ANAKIN. ANAKIN is just about to follow ZAM into the nightclub when OBI-WAN catches up to him.

OBI-WAN: Anakin!

ANAKIN: She went into that club, Master.

OBI-WAN: Patience. Use the Force, Anakin. Think.

ANAKIN: Sorry, Master.

OBI-WAN: He went in there to hide, not run.

ANAKIN: Yes, Master.

OBI-WAN hands ANAKIN the lightsaber.

OBI-WAN: Here. Next time try not to lose it.

ANAKIN reaches for the lightsaber.

OBI-WAN: A Jedi's saber is his most precious possession...

ANAKIN: Yes, Master.

OBI-WAN: He must keep it with him at all times.

ANAKIN: I know, Master.

OBI-WAN grabs hold of ANAKIN'S lightsaber again.

OBI-WAN: This weapon is your life.

ANAKIN: I've heard this lesson before...

OBI-WAN finally holds out the lightsaber and ANAKIN grabs it.

OBI-WAN: But, you haven't learned anything, Anakin.

OBI-WAN releases hold of the lightsaber.

ANAKIN: I try, Master.

OBI-WAN walks ahead through the club entrance. ANAKIN follows him.

OBI-WAN: Why do I get the feeling you're going to be the death of me?!

INTERIOR: NIGHTCLUB - NIGHT

OBI-WAN and ANAKIN enter the nightclub bar, and everyone stares at them

ANAKIN: Don't say that Master... You're the closest thing I have to a father... I love you. I don't want to cause you pain.

OBI-WAN: Then why don't you listen to me?!

ANAKIN: I am trying.

OBI-WAN: Can you see him?

ANAKIN: I think he's a she... and I think she's a changeling.

OBI-WAN: In that case be extra careful... (nods to the room) Go and find her.

OBI-WAN goes away.

ANAKIN: Where are you going, Master?

OBI-WAN: For a drink.

OBI-WAN heads for the bar. ANAKIN blinks in surprise, then moves into the room, where ALIEN FACES look back at him with hostility, suspicion, and invitation as he moves among the tables. OBI-WAN arrives at the bar. He signals the BARMAN.

CLOSE - Somewhere in the room a HAND moves to a pistol in its holster and unsnaps the safety catch. At the bar, a glass is placed in front of OBI-WAN. A drink is poured. He lifts the glass.

ELAN SLEAZEBAGGANO: You wanna buy some death-sticks?

OBI-WAN looks at him. He moves his fingers slightly.

OBI-WAN: You don't want to sell me death-sticks.

ELAN: I don't want to sell you death-sticks.

OBI-WAN moves his fingers.

OBI-WAN: You want to go home and rethink your life.

ELAN: I want to go home and rethink my life.

He leaves. OBI-WAN lifts the drink and tosses it back.

CLOSE - The gun is drawn from its holster and held down out of sight. The BOUNTY HUNTER starts to move toward the bar.

The gun moves toward OBI-WAN'S unsuspecting back. The gun is raised to aim directly at his back, and suddenly OBI-WAN turns fast. His lightsaber flashes. There is a shrill SCREAM and ZAM'S ARM hits the floor. The gun drops from its twitching fingers. Blood spreads.

The room is silent. ANAKIN is suddenly at OBI-WAN's side, his lightsaber glowing.

ANAKIN: Easy... official business. Go back to your drinks.

Slowly, the ALIENS sit. Conversation resumes. Onstage, THE PERFORMERS pick up their routine. OBI-WAN and ANAKIN lift ZAM and carry her out.

EXTERIOR: ALLEY OUTSIDE NIGHTCLUB - NIGHT

OBI-WAN and ANAKIN carry ZAM into the alley and lower her to the ground. OBI-WAN attends to her wounded shoulder. She stares up hatefully at ANAKIN. She winces in pain, then nods.

OBI-WAN: Do you know who it was you were trying to kill?

ZAM WESSEL: The Senator from Naboo.

OBI-WAN: Who hired you?

ZAM glares at OBI-WAN.

ZAM WESSEL: It was just a job.

ANAKIN: Who hired you? Tell us!

ZAM WESSEL: That Senator's gonna die soon anyway, and the next one won't make the same mistake I did...

OBI-WAN: This wound's going to need treatment.

ANAKIN: Tell us... tell us now!

ZAM glares hatefully.

ZAM: It was a Bounty Hunter called...

There is a sudden FTZZZ sound. ZAM twitches. She blinks in surprise and dies. As OBI-WAN lays ZAM down on the street, she changes to her CLAWDITE form.

There is a WHOOSH from above. OBI-WAN and ANAKIN look up to see an ARMORED ROCKET-MAN taking off from a roof high above. He shoots up fast into the sky and disappears. OBI- WAN looks down at ZAM. He touches her neck and pulls out a small, wicked-looking dart.

OBI-WAN: Toxic dart...

EXTERIOR: JEDI TEMPLE - DAY

The tall spires of the Jedi Temple stand out against the blue sky.

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - DAY

OBI-WAN and ANAKIN stand in the center of the Council Chamber. The members of the Jedi Council are seated in a circle surrounding the two Jedi.

YODA: Track down this bounty hunter, you must, Obi-Wan.

MACE WINDU: Most importantly, find out who he's working for.

OBI-WAN: What about Senator Amidala? She will still need protecting.

YODA: Handle that, your Padawan will.

MACE WINDU: Anakin, escort the Senator back to her home planet of Naboo. She'll be safer there. And don't use registered transport. Travel as refugees.

ANAKIN: As the leader of the opposition, it will be very difficult to get Senator Amidala to leave the Capital.

YODA: Until caught this killer is, our judgement she must respect.

MACE WINDU: Anakin, go to the Senate and ask Chancellor Palpatine to speak with her.

The two Jedi exit the Council Chamber.

INTERIOR: SENATE BUILDING, PALPATINE'S OFFICE - DAY

ANAKIN and PALPATINE stand at the window of PALPATINE'S office and look out over the vast city.

PALPATINE: I will talk to her. Senator Amidala will not refuse an executive order. I know her well enough to assure you of that.

ANAKIN: Thank you, your Excellency.

PALPATINE: And so, my young Padawan, they have finally given you an assignment. Your patience has paid off.

ANAKIN: Your guidance more that my patience.

PALPATINE: You don't need guidance, Anakin. In time you will learn to trust your feelings. Then you will be invincible. I have said it many times, you are the most gifted Jedi I have ever met.

PALPATINE and ANAKIN turn away from the window and walk through PALPATINE'S office towards the door.

ANAKIN: Thank you, your Excellency.

PALPATINE: I see you becoming the greatest of all the Jedi, Anakin. Even more powerful than Master Yoda.

INTERIOR: JEDI TEMPLE, ATRIUM - DAY

MACE WINDU and OBI-WAN walk along the Temple corridors. YODA accompanies them, riding in a small floating chair.

OBI-WAN: I am concerned for my Padawan. He is not ready to be given this assignment on his own yet.

YODA: The Council is confident in this decision, Obi-Wan.

MACE WINDU: The boy has exceptional skills.

OBI-WAN: But he still has much to learn, Master. His abilities have made him... well, arrogant.

YODA: Yes, yes. It's a flaw more and more common among Jedi. Too sure of themselves they are. Even the older, more experienced ones.

MACE WINDU: Remember, Obi-Wan. If the prophecy is true, your apprentice is the only one who can bring the Force back into balance.

OBI-WAN: If he follows the right path.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - DAY

ANAKIN looks as PADME and JAR JAR talk, standing near the door of the anteroom to PADME'S bedroom. DORM moves about packing luggage.

PADME: I'm taking an extended leave of absence. It will be your responsibility to take my place in the Senate. Representative Binks, I know I can count on you.

JAR JAR: Mesa honored to be taken on dissa heavy burden. (pompously) Mesa accept this with muy muy humility and da...

PADME: Jar Jar. I don't wish to hold you up. I'm sure you have a great deal to do.

JAR JAR: Of course, M'Lady.

JAR JAR bows and goes out. PADME walks briskly to ANAKIN. She is in a very bad mood.

PADME: I do not like this idea of hiding.

ANAKIN: Don't worry, now that the Council has ordered an investigation, it won't take Master Obi-Wan long to find this bounty hunter.

PADME: (frustrated) I haven't worked for a year to defeat the Military Creation Act not to be here when its fate is decided!

ANAKIN: Sometimes we have to let go of our pride and do what is requested of us.

PADME: Pride?!? Annie, you're young, and you don't have a very firm grip on politics. I suggest you reserve your opinions for some other time.

ANAKIN: Sorry, M'Lady. I was only trying to...

PADME: Annie! No!

ANAKIN: Please don't call me that.

PADME: What?

ANAKIN: Annie...

PADME: I've always called you that... it is your name, isn't it?

ANAKIN: It's Anakin. When you say Annie it's like I'm still a little boy... and I'm not.

PADME: I'm sorry, Anakin. It's impossible to deny you've... (looks him over) ...that you've grown up.

PADME smiles at ANAKIN. He becomes a little shy.

ANAKIN: Master Obi-Wan manages not to see it...

PADME: Mentors have a way of seeing more of our faults than we would like. It's the only way we grow.

ANAKIN: Don't get me wrong... Obi-Wan is a great mentor, as wise as Master Yoda and as powerful as Master Windu. I am truly thankful to be his apprentice. Only... although I'm a Padawan learner, in some ways... a lot of ways... I'm ahead of him. I'm ready for the trials. I know I am! He knows it too. But he feels I'm too unpredictable... Other Jedi my age have gone through the trials and made it... I know I started my training late... but he won't let me move on.

PADME: That must be frustrating.

ANAKIN: It's worse... he's overly critical! He never listens! He just doesn't understand. It's not fair!

PADME cannot suppress a laugh. She shakes her head.

PADME: I'm sorry... You sounded exactly like that little boy I once knew, when he didn't get his way.

ANAKIN: I'm not whining! I'm not.

PADME just smiles at him. DORM laughs in the background.

PADME: I didn't say it to hurt you.

ANAKIN: I know...

There is a brief silence, then PADME comes over to ANAKIN.

PADME: Anakin...

They look into each other's eyes for the first time.

PADME: Don't try to grow up too fast.

ANAKIN: I am grown up. You said it yourself.

ANAKIN looks deep into PADME'S eyes.

PADME: Please don't look at me like that.

ANAKIN: Why not?

PADME: Because I can see what you're thinking.

ANAKIN: (laughing) Ahh... So, you have Jedi powers too?

DORM is watching with concern.

PADME: It makes me feel uncomfortable.

ANAKIN: Sorry, M'Lady.

ANAKIN backs away as PADME turns and goes back to her packing.

EXTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY

A small bus speeds toward the massive freighter docks of Coruscant's industrial area. The spaceport is bustling with activity. Transports of various sizes move supplies and passengers as giant floating cranes lift cargo out of the starships. The bus stops before a huge, intergalactic freighter starship. It parks in the shadows of an overhang.

INTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY

ANAKIN and PADME, dressed in Outland peasant outfits, get up and head for the door where CAPTAIN TYPHO, DORM and OBI-WAN are waiting to hand them their luggage.

CAPTAIN TYPHO: Be safe, M'Lady.

PADME: Thank you, Captain. Take good care of Dorm... The threat's on you two now.

DORM: He'll be safe with me.

They laugh, and PADME embraces her faithful handmaiden. DORM starts to weep.

PADME: You'll be fine.

DORM: It's not me, M'Lady. I worry about you. What if they realize you've left the Capital?

PADME: (looks to Anakin) Then my Jedi protector will have to prove how good he is.

DORM and PADME smile. ANAKIN frowns as OBI-WAN pulls him aside.

OBI-WAN: Anakin. Don't do anything without first consulting either myself or the Council.

ANAKIN: Yes, Master.

OBI-WAN: (to Padm) I will get to the bottom of this plot quickly, M'Lady. You'll be back here in no time.

PADME: I will be most grateful for your speed, Master Jedi.

ANAKIN: Time to go.

PADME: I know.

PADME gives DORM a last hug. ANAKIN picks up the luggage, and the TWO PEASANTS exit the speeder bus, where ARTOO is waiting for them.

OBI-WAN: Anakin, may the Force be with you.

ANAKIN: May the Force be with you, Master.

They head off toward the giant Starfreighter.

PADME: Suddenly, I'm afraid...

ANAKIN: This is my first assignment on my own. I am too. (looking at Artoo) But don't worry. We've got Artoo with us.

They laugh.

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADME disappear into the vastness of the spaceport with ARTOO trundling along behind them.

OBI-WAN: I hope he doesn't try anything foolish.

CAPTAIN TYPHO: I'd be more concerned about her doing something, than him.

EXTERIOR: FREIGHTER DOCKS - CORUSCANT - DAY

The freighter slowly takes off from the huge docks area of Coruscant. It soon moves into the crowded skies.

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - LATE DAY

From high above, light streams down from the lofty ceilings. OBI-WAN crosses the floor of the great hallway, heading for the Analysis Rooms.

INTERIOR: JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY

OBI-WAN walks past several glass cubicles where work is going on. He comes to an empty one and sits down in front of a console. A SP-4 ANALYSIS DROID comes to life. A tray slides out of the console.

SP-4: Place the subject for analysis on the sensor tray, please.

OBI-WAN puts the dart onto the tray, which retracts into the console. The DROID activates the system, and a screen lights up in front of OBI-WAN.

OBI-WAN: It's a toxic dart. I need to know where it came from and who made it.

SP-4: One moment, please.

Diagrams and data appear on the screen, scrolling past at great speed. OBI-WAN watches as the screen goes blank. The tray slides out.

SP-4: Markings cannot be identified. As you can see on your screen, subject weapon does not exist in any known culture. Probably self-made by a warrior not associated with any known society. Stand away from the sensor tray please.

OBI-WAN: Excuse me? Could you try again please?

SP-4: Master Jedi, our records are very thorough. They cover eighty percent of the galaxy. If I can't tell you where it came from, nobody can.

OBI-WAN picks up the dart and looks at it, then looks to the DROID.

OBI-WAN: Thanks for your assistance! (to himself) I know who can identify this.

EXTERIOR: CORUSCANT, DOWNTOWN, BACK STREET - MORNING

OBI-WAN walks down the street. It is a pretty tough part of town. Old buildings, warehouses, beat up speeders and transporter rigs thundering past. Above, the old elevated monospeed with occasional "shiny freighters" hissing through.

OBI-WAN comes to a kind of alien diner. On the steamed-up windows it says "DEX'S DINER" in alien lettering. He goes inside.

INTERIOR: CORUSCANT, DEX'S DINER - MORNING

A WAITRESS DROID is carrying plates of half-eaten food. There is a counter with stools and a line of booths along the wall by the window. A number of CUSTOMERS are eating - TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS, ETC. The WAITRESS DROID looks up as OBI-WAN comes in.

WAITRESS DROID: Can I help ya?

OBI-WAN: I'm looking for Dexter.

The WAITRESS DROID approaches OBI-WAN.

WAITRESS DROID: Waddya want him for?

OBI-WAN: He's not in trouble. It's personal.

There is a brief pause. Then the DROID goes to the open serving hatch behind the counter.

WIITRESS DROID: Someone to see ya, honey. (lowering her voice) A Jedi, by the looks of him.

Steam billows out from the kitchen hatch behind the counter as a huge head pokes through.

DEXTER JETTSTER: Obi-Wan!

OBI-WAN: Hey, Dex.

DEXTER JETTSTER: Take a seat! Be right with ya!

OBI-WAN sits in a booth.

WAITRESS DROID: You want a cup of ardees?

OBI-WAN: Oh yes, thank you.

The WAITRESS DROID moves off as the door to the counter opens and DEXTER JETTSTER appears. He is big - bald and sweaty, old and alien. Not someone to tangle with. He arrives, beaming hugely.

DEXTER JETTSTER: Hey, ol' buddy!

OBI-WAN: Hey, Dex.

DEXTER eases himself into the seat opposite OBI-WAN. He can just make it.

DEXTER JETTSTER: So, my friend. What can I do for ya?

OBI-WAN: You can tell me what this is.

OBI-WAN places the dart on the table between them. DEX'S eyes widen. He puts down his mug.

DEXTER JETTSTER: (softly) Well, whaddya know...

DEXTER picks up the dart delicately between his puffy fingers and peers at it.

DEXTER JETTSTER: I ain't seen one of these since I was prospecting on Subterrel beyond the Outer Rim!

OBI-WAN: Can you tell me where it came from?

DEXTER grins. He puts the dart down between them.

DEXTER JETTSTER: This baby belongs to them cloners. What you got here is a Kamino saberdart.

OBI-WAN: Kamino saberdart? ...I wonder why it didn't show up in our analysis archive.

DEXTER JETTSTER: It's these funny little cuts on the side give it away... Those analysis droids you've got over there only focus on symbols, you know. I should think you Jedi would have more respect for the difference between knowledge and wisdom.

OBI-WAN: Well, Dex, if droids could think, we wouldn't be here, would we? (laughing) Kamino... doesn't sound familiar. Is it part of the Republic?

DEXTER JETTSTER: No, it's beyond the Outer Rim. I'd say about twelve parsecs outside the Rishi Maze, toward the south. It should be easy to find, even for those droids in your archive. These Kaminoans keep to themselves. They're cloners. Damned good ones, too.

OBI-WAN picks up the dart, holding it midway between them.

OBI-WAN: Cloners? Are they friendly?

DEXTER JETTSTER: It depends.

OBI-WAN: On what, Dex?

Dexter grins.

DEXTER JETTSTER: On how good your manners are... and how big your pocketbook is...

EXTERIOR: JEDI TEMPLE - DAY

The main entrance at the base of the huge Temple is bustling with activity. All sorts of JEDI are coming and going.

INTERIOR: JEDI TEMPLE, ARCHIVE LIBRARY - DAY

A bronze bust of Count Dooku stands among a line of other busts of Jedi in the Archive Room. OBI-WAN stands in front of it, studying the striking features of the chiseled face.

On the walls, lighted computer panels seem to stretch into infinity. Farther along the room in the background, FIVE JEDI are seated at tables, studying archive material.

After OBI-WAN studies the bust for a few moments before MADAME JOCASTA NU, the Jedi Archivist, is standing next to him. She is an elderly, frail-looking human Jedi. Tough as old boots and smart as a whip.

JOCASTA NU: Did you call for assistance?

OBI-WAN: (distracted in thought) Yes... yes, I did...

JOCASTA NU: He has a powerful face, doesn't he? He was one of the most brilliant Jedi I have had the privilege of knowing.

OBI-WAN: I never understood why he quit. Only twenty Jedi have ever left the Order.

JOCASTA NU: (sighs) The Lost Twenty... Count Dooku was the most recent and the most painful. No one likes to talk about it. His leaving was a great loss to the Order.

OBI-WAN: What happened?

JOCASTA NU: Well, Count Dooku was always a bit out of step with the decisions of the Council... much like your old Master, Qui-Gon Jinn.

OBI-WAN: (surprised) Really?

JOCASTA NU: Oh, yes. They were alike in many ways. Very individual thinkers... idealists...

JOCASTA NU gazes at the bust.

JOCASTA NU: He was always striving to become a more powerful Jedi. He wanted to be the best. With a lightsaber, in the old style of fencing, he had no match. His knowledge of the Force was... unique. In the end, I think he left because he lost faith in the Republic. He believed that politics were corrupt, and he felt the Jedi betrayed themselves by serving the politicians. He always had very high expectations of government. He disappeared for nine or ten years, then just showed up recently as the head of the separatist movement.

OBI-WAN: It's very interesting. I'm not sure I completely understand.

JOCASTA NU: Well, I'm sure you didn't call me over here for a history lesson. Are you having a problem, Master Kenobi?

OBI-WAN: Yes, I'm trying to find a planet system called Kamino. It doesn't seem to show up on any of the archive charts.

JOCASTA NU: Kamino? It's not a system I'm familiar with... Let me see...

JOCASTA NU leans over OBI-WAN'S shoulder, looking at the screen.

JOCASTA NU: Are you sure you have the right coordinates?

OBI-WAN: (nodding) According to my information, it should be in this quadrant somewhere... just south of the Rishi Maze.

JOCASTA NU taps the keyboard and frowns.

JOCASTA NU: No coordinates? It sounds like the sort of directions you'd get from a street tout... some old miner or Furbog trader.

OBI-WAN: All three, actually.

JOCASTA NU: Are you sure it exists?

OBI-WAN: Absolutely.

JOCASTA NU: Let me do a gravitational scan.

OBI-WAN and JOCASTA NU study the star map hologram.

JOCASTA NU: There are some inconsistencies here. Maybe the planet you're seeking was destroyed.

OBI-WAN: Wouldn't that be on record?

JOCASTA NU: It ought to be, unless it was very recent. (shakes her head) I hate to say it, but it looks like the system you're searching for doesn't exist.

OBI-WAN: That's impossible... perhaps the archives are incomplete.

JOCASTA NU: The archives are comprehensive and totally secure, my young Jedi. One thing you may be absolutely sure of - if an item does not appear in our records, it does not exist!

OBI-WAN stares at her, then looks back to the map. JOCASTA NU notices a young boy approach. She turns from OBI-WAN and leaves with the youngster.

EXTERIOR: SPACE, STARSHIP FREIGHTER

The massive, slow-moving Freighter moves through space.

INTERIOR: STARFREIGHTER, STEERAGE HOLD - DAY

The great, gloomy hold is crowded with EMIGRANTS and their belongings. To one side ARTOO is coming to the head of a food line holding two bowls. With one of his little claw arms, he grabs a chunk of something that looks like bread.

ARTOO slips a tube into a tub of mush and sucks up a large quantity. A SERVER sees him.

SERVER: Hey! No Droids!

ARTOO takes one last big suck and heads away from the food line. The SERVER shouts after him angrily. The little droid moves past groups of eating or sleeping EMIGRANTS and comes to ANAKIN and PADME'S table where ANAKIN is sound asleep. The young Jedi seems to be having a nightmare. He is very restless.

ANAKIN: No, no, Mom, no...

He is sweating. PADME leans over resting her hand on his arm. He wakes up with a start, then realizes where he is. PADME simply looks at him. He stares back, somewhat confused.

ANAKIN: What?

PADME: You seemed to be having a nightmare.

ANAKIN looks at PADME a little more closely, trying to see if he has revealed any of his secrets. She hands him a bowl of mush and bread.

PADME: Are you hungry?

ANAKIN: Yeah.

PADME takes the food from ARTOO and sets it on a make-shift table. ANAKIN rises and takes a seat as she places a bowl in front of him.

ANAKIN: Thanks.

PADME: We went to lightspeed a while ago.

ANAKIN looks into PADME'S eyes.

ANAKIN: I look forward to seeing Naboo again. I've thought about it every day since I left. It's by far the most beautiful place I've ever seen...

PADME is a little unnerved by his intense stare.

PADME: It may not be as you remember it. Time changes perception.

ANAKIN: Sometimes it does... Sometimes for the better.

PADME: It must be difficult having sworn your life to the Jedi... not being able to visit the places you like... or do the things you like...

ANAKIN: Or be with the people I love.

PADME: Are you allowed to love? I thought it was forbidden for a Jedi.

ANAKIN: Attachment is forbidden. Possession is forbidden. Compassion, which I would define as unconditional love, is central to a Jedi's life, so you might say we're encouraged to love.

PADME: You have changed so much.

ANAKIN: You haven't changed a bit. You're exactly the way I remember you in my dreams. I doubt if Naboo has changed much either.

PADME: It hasn't...

There is an awkward moment.

PADME: (continuing; changing the subject) You were dreaming about your mother earlier, weren't you?

ANAKIN: Yes... I left Tatooine so long ago, my memory of her is fading. I don't want to lose it. Recently I've been seeing her in my dreams... vivid dreams... scary dreams. I worry about her.

PADME gives ANAKIN a sympathetic look.

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - DAY

OBI-WAN walks through the main hallway to the training area.

INTERIOR: JEDI TEMPLE, TRAINING VERANDA - DAY

OBI-WAN comes out onto the veranda and stops, watching TWENTY or so FOUR-YEAR-OLDS doing training exercises, supervised by YODA. They wear helmets over their eyes and try to strike little TRAINING DROIDS with their miniature lightsabers. The DROIDS dance in front of them.

YODA: Don't think... feel... be as one with the Force. Help you, it will. (he sees Obi-Wan) Younglings - enough! A visitor we have. Welcome him.

The CHILDREN turn off their lightsabers.

YODA: Master Obi-Wan Kenobi, meet the mighty Bear Clan.

CHILDREN: Welcome, Master Obi-Wan!

OBI-WAN: I am sorry to disturb you, Master.

YODA: What help to you, can I be?

OBI-WAN: I'm looking for a planet described to me by an old friend. I trust him. But the system doesn't show up on the archive maps.

YODA: Lost a planet, Master Obi-Wan has. How embarrassing... how embarrassing. Liam, the shades. An interesting puzzle. Gather, younglings, around the map reader. Clear your minds and find Obi-Wan's wayward planet, we will.

The reader is a small shaft with a hollow opening at the top. The CHILDREN gather around it. OBI-WAN takes out a little glass ball and places it into the bowl. The window shades close, the reader lights up and projects the star map hologram into the room. The CHILDREN laugh. Some of them reach up to try and touch the nebulae and stars. OBI- WAN walks into the display.

OBI-WAN: This is where it ought to be... but it isn't. Gravity is pulling all the stars in this area inward to this spot. There should be a star here... but there isn't.

YODA: Most interesting. Gravity's silhouette remains, but the star and all its planets have disappeared. How can this be? Now, younglings, in your mind, what is the first thing you see? An answer? A thought? Anyone?

There is a brief pause. Then a CHILD puts his hand up. YODA nods.

JEDI CHILD JACK: Master? Because someone erased it from the archive memory.

CHILDREN: That's right! Yes! That's what happened! Someone erased it!

JEDI CHILD MAY: If the planet blew up, the gravity would go away.

OBI-WAN stares; YODA chuckles.

YODA: Truly wonderful, the mind of a child is. The Padawan is right. Go to the center of the gravity's pull, and find your planet you will.

YODA and OBI-WAN move away from the CHILDREN. With a hand movement, OBI-WAN causes the star map to disappear. OBI-WAN uses the Force to call the glass ball back to his hand as the two walk into an adjoining room.

OBI-WAN: But Master Yoda who could have erased information from the archives? That's impossible, isn't it?

YODA: (frowning) Dangerous and disturbing this puzzle is. Only a Jedi could have erased those files. But who and why, harder to answer. Meditate on this, I will. May the Force be with you.

OBI-WAN leaves the room as YODA walks back toward the children.

EXTERIOR: NABOO SPACEPORT - DAY

The Starfreighter lands in the giant port city of Theed.

PADME, ANAKIN and ARTOO are among the EMIGRANTS streaming from the Starfreighter and into the vast docking area. They exit onto the main plaza.

EXTERIOR: NABOO PALACE, GRAND COURTYARD - AFTERNOON

The speeder bus pulls up and stops. PADME, ANAKIN, and ARTOO get out. The great courtyard stretches before them, and they see the rose-colored domes of the palace on the far side. ARTOO WHISTLES. They pick up their gear and start to cross the courtyard. ARTOO trundles behind them.

ANAKIN: If I grew up here, I don't think I'd ever leave.

PADME: (laughing) I doubt that.

ANAKIN: No, really. When I started my training, I was very homesick and very lonely. This city and my Mom were the only pleasant things I had to think about... The problem was, the more I thought about my Mom, the worse I felt. But I would feel better if I thought about the palace - the way it shimmers in the sunlight - the way the air always smells of flowers...

PADME: ...and the soft sound of the distant waterfalls. The first time I saw the Capital, I was very young... I'd never seen a waterfall before. I thought they were so beautiful... I never dreamed one day I'd live in the palace.

ANAKIN: Well, tell me, did you dream of power and politics when you were a little girl?

PADME: (laughing) No! That was the last thing I thought of, but the more history I studied, the more I realized how much good politicians could do. After school, I became a Senatorial advisor with such a passion that, before I knew it, I was elected Queen. For the most part it was because of my conviction that reform was possible. I wasn't the youngest Queen ever elected, but now that I think back on it, I'm not sure I was old enough. I'm not sure I was ready.

ANAKIN: The people you served thought you did a good job. I heard they tried to amend the Constitution so you could stay in office.

PADME: Popular rule is not democracy, Annie. It gives the people what they want, not what they need. And, truthfully, I was relieved when my two terms were up. So were my parents. They worried about me during the blockade and couldn't wait for it all to be over. Actually, I was hoping to have a family by now... My sisters have the most amazing, wonderful kids... So when the Queen asked me to serve as Senator, I couldn't refuse her.

ANAKIN: I agree! I think the Republic needs you... I'm glad you chose to serve. I feel things are going to happen in our generation that will change the galaxy in profound ways.

PADME: I think so too.

ANAKIN and PADME walk toward the palace. ARTOO continues to follow.

INTERIOR: NABOO PALACE, THRONE ROOM - AFTERNOON

QUEEN JAMILLIA is seated on the throne, flanked by SIO BIBBLE and a COUPLE OF ADVISORS. FOUR HANDMAIDENS stand close by, and GUARDS are at the doors.

QUEEN JAMILLIA: We've been worried about you. (takes her hand) I'm so glad you're safe, Padm.

PADME: Thank you, Your Highness. I only wish I could have served you better by staying on Coruscant for the vote.

SIO BIBBLE: Given the circumstances, Senator, you know it was the only decision Her Highness could have made.

QUEEN JAMILLIA: How many systems have joined Count Dooku and the separatists?

PADME: Thousands. And more are leaving the Republic every day. If the Senate votes to create an army, I'm sure it's going to push us into a civil war.

SIO BIBBLE: It's unthinkable! There hasn't been a full scale war since the formation of the Republic!

QUEEN JAMILLIA: Do you see any way, through negotiations, to bring the separatists back into the Republic?

PADME: Not if they feel threatened. The separatists don't have an army, but if they are provoked, they will move to defend themselves. I'm sure of that. And with no time or money to build an army, my guess is they will turn to the Commerce Guilds or the Trade Federation for help.

QUEEN JAMILLIA: The armies of commerce! Why has nothing been done in the Senate to restrain them?

PADME: I'm afraid that, despite the Chancellor's best efforts, there are still many bureaucrats, judges, and even Senators on the payrolls of the Guilds.

SIO BIBBLE: It's outrageous that, after all of those hearings, and four trials in the Supreme Court, Nute Gunray is still the Viceroy of the Trade Federation. I fear the Senate is powerless to resolve this crisis. Do those money mongers control everything?

QUEEN JAMILLIA: Remember, Counselor, the courts were able to reduce the Federation's armies. That's a move in the right direction.

PADME: There are rumors, Your Highness, that the Trade Federation Army was not reduced as they were ordered.

QUEEN JAMILLIA: We must keep our faith in the Republic. The day we stop believing democracy can work is the day we lose it.

PADME: Let's pray that day never comes.

QUEEN JAMILLIA: In the meantime, we must consider your own safety.

SIO BIBBLE signals. All the OTHER ADVISORS and ATTENDANTS bow and leave the room.

SIO BIBBLE: (to Anakin) What is your suggestion, Master Jedi?

PADME: Anakin's not a Jedi yet, Counselor. He's still a Padawan learner. I was thinking...

ANAKIN: (nettled) Hey, hold on a minute!

PADME: Excuse me! I was thinking I would stay in the Lake Country. There are some places up there that are very isolated.

ANAKIN: Excuse me?! I am in charge of security here, M'Lady.

SIO BIBBLE and QUEEN JAMILLIA exchange a look. Something is going on here.

PADME: Annie, my life is at risk, and this is my home. I know it very well... that is why we're here. I think it would be wise for you to take advantage of my knowledge in this instance.

ANAKIN: (takes a deep breath) Sorry, M'Lady.

QUEEN JAMILLIA: Perfect. It's settled then.

ANAKIN glares at PADME. Then QUEEN JAMILLIA gets up, and they all start to leave.

QUEEN JAMILLIA: Padm, I had an audience with your father yesterday. I told him what was happening. He hopes you will visit your mother before you leave... your family's very worried about you.

PADME: Thank you, your Highness.

PADME looks worried. They ALL exit down the main staircase.

EXTERIOR: THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON

PEOPLE are passing through the little street, OLD MEN are sunning themselves, WOMEN are gossiping, KIDS are playing. ANAKIN, PADME and ARTOO turn onto a side street. ANAKIN is back in his Jedi robes. PADME wear a beautiful simple dress. She stops, beaming.

PADME: There's my house!

PADME starts forward; ANAKIN hangs back.

PADME: What? Don't say you're shy!

ANAKIN: (untruthfully) No, but I...

Suddenly, there are shouts from two little girls, RYOO (age 6) and POOJA (age 4). They come running toward PADME.

PADME: Ryoo!! Pooja!!

PADME scoops up RYOO and POOJA and hugs them.

PADME: Go wake up Artoo.

RYOO & POOJA: Artoo!!!

As they see the droid, they hug him. ARTOO WHISTLES and BEEPS. PADME laughs. ANAKIN and PADME go on toward the house. The GIRLS stay and play with ARTOO.

INTERIOR: PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON

SOLA, PADME'S beautiful older sister, comes in from the kitchen carrying a big bowl of food.

SOLA: (over her shoulder) They're eating over at Jev Narran's later, Mom. They just had a snack. They'll be fine.

SOLA puts the bowl down on the table, where ANAKIN, PADME and RUWEE NABERRIE (Padme's father) are coming into the room.

SOLA: Padm! (hugging her) You're late. Mom was worried.

PADME: We walked. Anakin, this is my sister, Sola.

SOLA: Hello, Anakin.

ANAKIN: Hello.

SOLA sits, as JOBAL NABERRIE (Padme's mother) comes in with a heaped bowl of steaming food.

PADME: ...and this is my mother.

JOBAL: You're just in time for dinner. I hope you're hungry, Anakin.

ANAKIN: A little.

PADME: He's being polite, Mom. We're starving.

RUWEE: (grinning) You came to the right place at the right time.

EVERYONE sits and starts passing food.

JOBAL: (to Padm) Honey, it's so good to see you safe. We were so worried.

PADME gives JOBAL a dirty look. RUWEE smiles as he watches.

RUWEE: Dear...

JOBAL: I know, I know... but I had to say it. Now it's done.

SOLA: Well, this is exciting! Do you know, Anakin, you're the first boyfriend my sister's ever brought home?

PADME: (rolls her eyes) Sola!! He isn't my boyfriend! He's a Jedi assigned by the Senate to protect me.

JOVAL: A bodyguard?! Oh, Padme! They didn't tell us it was that serious!

PADME: It's not, Mom, I promise. (glances at Jobal) Anyway, Anakin's a friend. I've known him for years. Remember that little boy who was with the Jedi during the blockade crisis?

They nod.

PADME: He grew up.

JOBAL: Honey, when are you going to settle down? Haven't you had enough of that life? I certainly have!

PADME: Mom, I'm not in any danger.

RUWEE: (to Anakin) Is she?

ANAKIN: ...Yes ...I'm afraid she is.

PADME: (quickly) But not much.

EXTERIOR: PADME'S PARENTS' GARDEN - AFTERNOON

ANAKIN and RUWEE are walking.

RUWEE: Sometimes I wish I'd traveled more... but I must say, I'm happy here.

ANAKIN: Padm tells me you teach at the university?

RUWEE: (nodding) Yes, and before that, I was a builder. I also worked for the refugee relief movement when I was very young.

INTERIOR: PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON

PADME, SOLA and JOBAL are clearing the table.

SOLA: Why haven't you told us about him?

PADME: What's there to talk about? He's just a boy.

SOLA: A boy? Have you seen the way he looks at you?

PADME: Sola - stop it!

SOLA: It's obvious he has feelings for you. Are you saying, little baby sister, that you haven't noticed?

PADME: I'm not your baby sister, Sola. Anakin and I are friends... our relationship is strictly professional. (to Jobal) Mom, would you tell her to stop it?

SOLA: (laughing) Well, maybe you haven't noticed the way he looks at you. I think you're afraid to.

PADME: Cut it out.

JOBAL: Sola's just concerned... we all are.

PADME: Oh, Mom, you're impossible. What I'm doing is important.

JOBAL: You've done your service, Padm. It's time you had a life of your own. You're missing so much!

EXTERIOR: PADME'S PARENTS' GARDEN - AFTERNOON

ANAKIN and RUWEE are walking in the garden. RUWEE stops and faces ANAKIN directly.

RUWEE: Now tell me, son. How serious is this thing? How much danger is my daughter really in?

ANAKIN: There have been two attempts on her life. Chances are there'll be more. My Master is tracking down the assassins. I'm sure he'll find out who they are. This situation, won't last long.

RUWEE: I don't want anything to happen to her.

ANAKIN: I don't either.

INTERIOR: PADME'S PARENTS' HOUSE, PADME'S ROOM - AFTERNOON

PADME throws some things into a bag.

PADME: Don't worry, this won't take long.

ANAKIN: I just want to get there before dark.

PADME goes on packing. ANAKIN looks around the room.

ANAKIN: You still live at home.

PADME: I move around so much, I've never had a place of my own. Official residences have no warmth. I feel good here. I feel at home.

ANAKIN: I never had a real home. Home was always where my Mom was.

ANAKIN picks up a framed hologram.

ANAKIN: Is this you?

The hologram shows PADME at age seven or eight surrounded by forty or fifty little green creatures. She is holding one in her arms. They are all smiling hugely.

PADME: That was when I went with the relief group to Shadda-Bi-Boran. Their sun was imploding, and the planet was dying. I was helping to relocate the children. See that little one I'm holding? His name was N'a-kee-tula, which means sweetheart. He was so full of life. All those kids were. They were never able to adapt... to live off their native planet.

ANAKIN picks up another hologram. It shows PADME at age ten or eleven. She is wearing official robes and standing between two robed legislators. Her expression is severe.

PADME: My first day as an Apprentice Legislator. Notice the difference?

PADME pulls a face. ANAKIN grins. She continues packing. ANAKIN sets the two holograms down side by side - the beaming little girl, and the stern, unsmiling adolescent.

EXTERIOR: SPACE

The view is just like the star map hologram, plus, the storm-shrouded planet of Kamino is exactly where it ought to be. Obi-Wan's Starship disengages from the hyperspace transport ring and flies OVER CAMERA and heads down toward the planet.

OBI-WAN: There it is, Arfour, right where it should be. Our missing planet, Kamino. Those files were altered.

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY

Heavy rains and hard-driving winds lash the platform as Obi-Wan's Starship approaches. The huge, ultra-modern city of Tipoca rests on great stilts that keep it above the pounding and ever-present waves that cover the surface of this watery world.

The Starfighter lands. OBI-WAN gets out and makes his way through the howling wind toward a tower on the far side of the platform. A door slides open. A shaft of brilliant light pierces the swirling rain. OBI-WAN passes through it and goes inside.

INTERIOR: TIPOCA CITY, CORRIDOR ENTRANCE - DAY

A Brilliant white light. OBI-WAN pushes the soaking hood from his face.

TAUN WE: Master Jedi, so good to see you.

OBI-WAN wipes the rain from his face and blinks in surprise at a tall, pasty-white alien named TAUN WE. He has large, almond shaped eyes.

TAUN WE: The Prime Minister expects you.

OBI-WAN: (warily) I'm expected?

TAUN WE: Of course! He is anxious to meet you. After all these years, we were beginning to think you weren't coming. Now please, this way!

OBI-WAN masks his surprise as they move away along the corridor.

INTERIOR: TIPOCA CITY, PRIME MINISTER OFFICE - DAY

The door slides open. OBI-WAN and TAUN WE enter and cross to where LAMA SU rises, smiling, from his chair, which, like all the furniture on Kamino, seems made out of pure light.

TAUN WE: May I present Lama Su, Prime Minister of Kamino... and this is Master Jedi...

OBI-WAN: Obi-Wan Kenobi.

LAMA SU indicates a chair. OBI-WAN remains standing. TAUN WE hovers. The room is bathed in brilliant white light. The whole place is ultra high-tech.

LAMA SU: I trust you are going to enjoy your stay. We are most happy you have arrived at the best part of the season.

OBI-WAN: You make me feel most welcome.

LAMA SU: Please... (gestures to chair) And now to business. You will be delighted to hear we are on schedule. Two hundred thousand units are ready, with another million well on the way.

OBI-WAN: (improvising) That is... good news.

LAMA SU: Please tell your Master Sifo-Dyas that we have every confidence his order will be met on time and in full. He is well, I hope.

OBI-WAN: I'm sorry? Master - ?

LAMA SU: Jedi Master Sifo-Dyas. He's still a leading member of the Jedi Council, is he not?

OBI-WAN: Master Sifo-Dyas was killed almost ten years ago.

LAMA SU: Oh, I'm so sorry to hear that. But I'm sure he would have been proud of the army we've built for him.

OBI-WAN: The army?

LAMA SU: Yes, a clone army. And, I must say, one of the finest we've ever created.

OBI-WAN: Tell me, Prime Minister, when my Master first contacted you about the army, did he say who it was for?

LAMA SU: Of course he did. This army is for the Republic. But you must be anxious to inspect the units for yourself.

OBI-WAN: That's why I'm here.

OBI-WAN and LAMA SU rise and walk toward the door.

EXTERIOR: NABOO LAKE RETREAT, WATER SPEEDER, LANDING PLATFORM - LATE AFTERNOON

A water speeder driven by PADDY ACCU, the retreat caretaker, docks at the island landing platform. ANAKIN and PADME disembark the water speeder at the base of a lodge rising on the beautiful island in the middle of the lake.

EXTERIOR: NABOO LAKE RETREAT, LODGE, GARDEN TERRACE - LATE AFTERNOON

ANAKIN and PADME walk up the stairs from where the water speeder is parked onto a terrace overlooking a lovely garden. Behind them, PADDY ACCU follows.

ANAKIN and PADME stop at the balustrade. PADME looks out across the garden to the shimmering lake and the mountains rising beyond. ANAKIN looks at her.

PADME: When I was in Level Three, we used to come here for school retreat. See that island? We used to swim there every day. I love the water.

ANAKIN: I do too. I guess it comes from growing up on a desert planet.

PADME becomes aware that ANAKIN is looking at her.

PADME: ...We used to lie on the sand and let the sun dry us... and try to guess the names of the birds singing.

ANAKIN: I don't like sand. It's coarse and rough and irritating, and it gets everywhere. Not like here. Here everything's soft... and smooth...

He touches her arm. PADME has become receptive to the way he looks at her but is nervous.

PADME: There was a very old man who lived on the island. He used to make glass out of sand - and vases and necklaces out of the glass. They were magical.

ANAKIN: (looks into her eyes) Everything here is magical.

PADME: You could look into the glass and see the water. The way it ripples and moves. It looked so real... but it wasn't.

ANAKIN: Sometimes, when you believe something to be real, it becomes real.

They look into each other's eyes.

PADME: I used to think if you looked too deeply into glass, you would lose yourself.

ANAKIN: I think it's true...

ANAKIN kisses PADME. She doesn't resist. She comes to her senses and pulls away.

PADME: No, I shouldn't have done that.

ANAKIN: I'm sorry. When I'm around you, my mind is no longer my own.

He looks at her.

EXTERIOR: TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY

OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Below is a huge parade ground. The rain and wind are brutal. THOUSANDS OF CLONE TROOPERS, faces covered by helmets, are marching and drilling in formations of several hundred.

LAMA SU: (beaming) Magnificent, aren't they?

OBI-WAN nods slowly.

INTERIOR: TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY

OBI-WAN, LAMA SU, and TAUN WE come out onto a balcony. Below is a huge parade ground. The rain and wind are brutal. THOUSANDS OF CLONE TROOPERS, faces covered by helmets, are marching and drilling in formations of several hundred.

OBI-WAN: Very impressive.

LAMA SU: I hoped you would be pleased. Clones can think creatively. You'll find that they are immensely superior to droids.

OBI-WAN gazes at the nearest embryos.

INTERIOR: TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY

The tour continues through a classroom filled with IDENTICAL YOUNG BOY CLONES.

LAMA SU: We take great pride in our combat education and training programs. This group was created about five years ago.

OBI-WAN: You mentioned growth acceleration...

LAMA SU: Oh yes, it's essential. Otherwise, a mature clone would take a lifetime to grow. Now, we can do it in half the time. Those items you saw on the parade ground were started ten years ago, when Sifo-Dyas first placed the order, and they're already mature.

INTERIOR: TIPOCA CITY, CLONE CENTER, COMMISSARY - DAY

LAMA SU conducts OBI-WAN through a large eating area. TAUN WE follows as they walk by HUNDREDS OF CLONES who look exactly alike, all about twenty years old, dressed in black. They are seated at tables, eating.

LAMA SU: You'll find they are totally obedient, taking any order without question. We modified their genetic structure to make them less independent than the original host.

OBI-WAN: Who was the original host?

LAMA SU: A bounty hunter called Jango Fett. We felt a Jedi would be the perfect choice, but Sifo-Dyas hand-picked Jango Fett himself.

OBI-WAN: Where is this bounty hunter now?

LAMA SU: Oh, we keep him here.

INTERIOR: TIPOCA CITY, CLONE CENTER, BARRACKS - DAY

The tour continues through a long corridor filled with narrow, transparent tubes into which CLONES are climbing. Once in the tube, the CLONE goes to sleep.

LAMA SU: Apart from his pay, which is considerable, Fett demanded only one thing - an unaltered clone for himself. Curious, isn't it?

OBI-WAN: Unaltered?

LAMA SU: Pure genetic replication. No tampering with the structure to make it more docile... and no growth acceleration.

OBI-WAN: I would very much like to meet this Jango Fett.

TAUN WE: I would be most happy to arrange it, for you.

TAUN WE bows, and leaves.

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTERNOON

PADME and ANAKIN are in the middle of an idyllic hilly meadow, its lush grasses sprinkled with flowers. At a distance, a herd of SHAAKS graze contentedly.

Beyond is the shimmering expanse of the lake. Several other lakes stretch to the horizon. The warm air is full of little floating puffballs. They sit on the grass, in a playful, coy mood, talking. PADME is picking flowers.

PADME: I don't know...

ANAKIN: Sure you do... you just don't want to tell me.

PADME: Are you going to use one of your Jedi mind tricks on me?

ANAKIN: They only work on the weak-minded. You are anything but weak-minded.

PADME: All right... I was twelve. His name was Palo. We were both in the Legislative Youth Program. He was a few years older then I... very cute... dark curly hair... dreamy eyes.

ANAKIN: All right, I get the picture... whatever happened to him?

PADME: I went into public service. He went on to become an artist.

ANAKIN: Maybe he was the smart one.

PADME: You really don't like politicians, do you?

ANAKIN: I like two or three, but I'm not really sure about one of them. (smiling) I don't think the system works.

PADME: How would you have it work?

ANAKIN: We need a system where the politicians sit down and discuss the problem, agree what's in the best interests of all the people, and then do it.

PADME: That is exactly what we do. The trouble is that people don't always agree. In fact, they hardly ever do.

ANAKIN: Then they should be made to.

PADME: By whom? Who's going to make them?

ANAKIN: I don't know. Someone.

PADME: You?

ANAKIN: Of course not me.

PADME: But someone.

ANAKIN: Someone wise.

PADME: That sounds an awful lot like a dictatorship to me.

A mischievous little grin creeps across his face.

ANAKIN: Well, if it works...

PADME stares at ANAKIN. He looks back at her, straight faced, but can't hold back a smile.

PADME: You're making fun of me!

ANAKIN: (sarcastic) Oh no, I'd be much too frightened to tease a Senator.

PADME: You're so bad!

PADME picks up a piece of fruit and throws it at him. He catches it. PADME throws two more pieces of fruit, and ANAKIN catches them.

ANAKIN: You're always so serious.

PADME: I'm so serious?!

ANAKIN then starts to juggle the fruit. PADME laughs and throws more fruit at him. He manages to juggle them too until there are too many, and he loses control and ducks, letting food fall on his head. They both laugh.

ANAKIN stands in front of a SHAAK, yelling at it and waving his arms. PADME starts laughing as ANAKIN runs in circles, chased by the SHAAK.

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTEROON

The SHAAK crosses in front of PADME, with ANAKIN riding it, facing the SHAAK'S tail. ANAKIN attempts to stand on the galloping SHAAK'S back, but the SHAAK bucks, and ANAKIN loses his balance and falls off. PADME laughs even harder. ANAKIN lies still. Concerned, PADME jumps up and runs to where ANAKIN is face down in the grass.

PADME: Annie, Annie! Are you all right?

She turns him over. He is pulling a stupid face at her and laughing. She yelps in mock fury and takes a swing at him. He catches her arm. She struggles. They roll over in the grass, embracing, and looking into each other's eyes. Suddenly, they become aware of the contact between them. They let go of each other quickly and sit up, looking away.

ANAKIN stands up and holds out his hand to her. She takes it. He pulls her up. And now they are easy together, not self-conscious any more. PADME scrambles up onto the SHAAK behind ANAKIN. She puts her arms around his waist and leans against his back. ANAKIN digs his heels in. The SHAAK starts forward, and they ride away.

EXTERIOR: TIPOCA CITY (RAINSTORM) - DAY

Rain lashes the city. Below, mighty waves pound the stilts, breaking almost to the height of the platforms. A large AVIAN carrying a RAIN-SOAKED RIDER flies above the water toward a floating city.

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

TAUN WE and OBI-WAN stand in front of the door of Jango Fett's apartment. TAUN WE waves his hand, and a muted bell RINGS.

As they wait, OBI-WAN notes the door lock entry mechanism. Then the door opens, and a ten-year-old boy, BOBA FETT, looks at them. He is identical to the boys in the classroom.

TAUN WE: Boba, is your father here?

There is a brief pause.

BOBA FETT: Yep.

TAUN WE: May we see him?

BOBA FETT: Sure.

Another brief pause, then BOBA FETT steps aside, and TAUN WE and OBI-WAN go through.

INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY

OBI-WAN, TAUN WE, and BOBA FETT enter the apartment. OBI WAN looks around the room.

BOBA FETT: Dad! Taun We's here!

JANGO FETT comes in from the bedroom. He wears a jumpsuit. He is unshaven and mean looking, his face pitted with scars of old wounds. There are a couple of weird tattoos on his muscular forearms. He eyes OBI-WAN with suspicion.

TAUN WE: Jango, welcome back. Was your trip productive?

JANGO FETT: Fairly.

OBI-WAN and JANGO FETT size each other up. BOBA FETT studies both of them.

TAUN WE: This is Jedi Master, Obi-Wan Kenobi. He's come to check on our progress.

JANGO FETT: That right?

JANGO FETT'S eyes fix OBI-WAN coldly.

OBI-WAN: Your clones are very impressive. You must be very proud.

JANGO FETT: I'm just a simple man, trying to make my way in the universe, Master Jedi.

OBI-WAN: Aren't we all?

OBI-WAN eyes the half-open bedroom door, through which a couple of pieces of body armor can be seen on the floor. JANGO FETT registers OBI-WAN'S look. He moves in front of him, blocking the view.

OBI-WAN: Ever make your way as far into the interior as Coruscant?

JANGO FETT: Once or twice.

OBI-WAN: Recently?

JANGO FETT: (eyes Obi-Wan carefully) Possibly...

OBI-WAN: Then you must know Master Sifo-Dyas?

JANGO FETT: (in Huttese) Boba, close the door.

BOBA FETT moves to close the bedroom door. JANGO FETT smiles thinly at OBI-WAN.

JANGO FETT: Master who?

OBI-WAN: Sifo-Dyas. Is he not the Jedi who hired you for this job?

JANGO FETT: Never heard of him.

OBI-WAN: Really.

JANGO FETT: I was recruited by a man called Darth Tyranus on one of the moons of Bogden.

OBI-WAN: No? I thought...

TAUN WE: Sifo-Dyas told us to expect him. And he showed up just when your Jedi Master said he would. We have kept the Jedi's involvement a secret until your arrival, just as your Master requested.

OBI-WAN: Curious...

JANGO FETT: Do you like your army?

OBI-WAN: I look forward to seeing them in action.

JANGO FETT: (grinning) They'll do their job well, I'll guarantee that.

OBI-WAN: Thanks for your time, Jango.

JANGO FETT: Always a pleasure to meet a Jedi.

OBI-WAN and TAUN WE go out. The door slides closed. JANGO FETT turns to his son. He is deep in thought.

BOBA FETT: What is it, Dad?

JANGO FETT: Pack your things. We're leaving.

EXTERIOR: NABOO LAKE RETREAT, LOUNGE - LATE AFTERNOON

The setting sun touches the mountain peaks. The lake glows in the rose-tinted light. Floating lamps gleam softly like jewels at the lodge.

INTERIOR: NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON

NANDI places dessert in front of PADME. TECKLA does the same for ANAKIN. The dessert is some kind of fruit.

ANAKIN: And when I got to them, we went into... aggressive negotiations. (to Teckla) Thank you.

PADME: "Aggressive negotiations," what's that?

ANAKIN: Uh, well, negotiations with a lightsaber.

PADME: (laughing) Oh.

PADME picks up her fork and goes to spear a piece, but it moves! She frowns and tries again - the fruit moves. She looks up at ANAKIN. His eyes are on his plate.

PADME: You did that?

ANAKIN looks up - wide-eyed innocence.

ANAKIN: What?

PADME scowls at him. PADME jabs at the fruit - ANAKIN subtly moves his hand and it lifts up from the plate and hovers in front of her.

PADME: That! Now stop it!

PADME laughs. ANAKIN laughs. She reaches out for the fruit - it loops.

PADME: Anakin!!

ANAKIN moves his fingers. The fruit flies into his hand.

ANAKIN: If Master Obi-Wan caught me doing this, he'd be very grumpy.

ANAKIN is pleased. He cuts the fruit into several pieces and sends one back to PADME. She bites it out of the air and laughs.

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