star guarras la revenge de los midiclorianos

REVENGE OF THE SITH
(THE NON-CANON DRAFT)
EXT. SPACE
A long time ago in a galaxy far, far away.
A vast sea of stars serves as the backdrop for the Main
Title, followed by a rollup, which crawls into infinity.
War! The Republic is crumbling under attacks by the
ruthless Sith Lord, Count Dooku. There are heroes on
both sides. Evil is everywhere.
In a stunning move, the fiendish droid leader, General
Grievous, has swept into the Republic capital and
kidnapped Chancellor Palpatine, leader of the Galactic
Senate.
As the Separatist Droid Army attempts to flee the
besieged capital with their valuable hostage, two Jedi
Knights lead a desperate mission to rescue the captive
Chancellor....
PAN DOWN to reveal a REPUBLIC ATTACK CRUISER. Continue
to PAN with the Cruiser as TWO JEDI STARFIGHTERS enter
and head toward an enemy Battle Cruiser.
TRUCK with the Jedi Fighters as they maneuver in unison,
dodging flack and enemy laser fire.
R2-D2 is on ANAKIN'S ship. R4-P17 is on OBI-WAN'S ship.
A giant space battle is revealed as the tiny Jedi ships
continue their assault in a synchronous ballet.
INT. OBI-WAN'S STARFIGHTER COCKPIT - SPACE
OBI-WAN bounces through the flack with a frown. His ship
rocks violently.
INT. ANAKIN’S STARFIGHTER COCKPIT - SPACE
ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP
FIGHTER.
ANAKIN
There isn't a droid made that can out fly
you, Master, and no other way to get to
the Chancellor...
OBI-WAN
Look out, four droids inbound...
EXT. CORUSCANT - SPACE BATTLE
The TWO JEDI FIGHTERS swerve in unison as FOUR TRADE
FEDERATION DROID DROP FIGHTERS attack.
After several clever moves by the Jedi, two of the
FEDERATION DROID DROP FIGHTERS collide with each other in
a ball of flame.
INT. OBI-WAN'S STARFIGHTER COCKPIT - SPACE
Obi-Wan struggles to maintain control of his ship.
OBI-WAN
We've got to split them up.
ANAKIN
Break left, fly through the guns on that
tower.
Obi-Wan flies to the left of a huge tower on a REPUBLIC
CRUISER. The TWO DROID DROP FIGHTERS follow.
OBI-WAN
Easy for you to say. Why am I always the
bait?
ANAKIN
Don't worry. I'm coming around behind
you.
Obi-Wan deftly maneuvers around a large Starship's
superstructure, but the TWO DROID FIGHTERS stay on his
tail, BLASTING him with intense laser fire.
OBI-WAN KENOBI
Anakin, they're all over me!
ANAKIN
Dead ahead! Closing... lock onto him,
Artoo.
Artoo BEEPS his reply as Anakin swoops in for the kill.
He BLASTS one of the DROID DROP FIGHTERS. It EXPLODES.
2.
ANAKIN
(laughs)
We got him, Artoo!
Anakin BLASTS away at the second DROID DROP FIGHTER as
Artoo BEEPS an angry warning.
ANAKIN
I copy, Artoo.
OBI-WAN
I'm going down on the deck.
ANAKIN
Good idea... I need some room to
maneuver, though.
Obi-Wan dives toward the surface of one of the larger
TRADE FEDERATION BATTLESHIPS and is forced to fly through
a maelstrom of laser flack. He skims the surface,
followed by the DROID DROP FIGHTER, which is followed by
Anakin.
ANAKIN
Cut right. Do you hear me? Cut right.
Don't let him get a handle on you. Come
on, Artoo, lock on! Lock on!
Artoo BEEPS. The crosshairs merge on the DROID DROP
FIGHTER.
OBI-WAN KENOBI
Hurry up! I don't like this!
Obi-Wan flies through a narrow gap between two towers on
a Battleship.
The DROID DROP FIGHTER hits one of Obi-Wan's wings with a
laser blast, parts of the ship go flying around Obi-Wan's
Astro Droid, R-4.
OBI-WAN KENOBI
Ouch!
R-4 BEEPS a blue streak.
OBI-WAN KENOBI
Don't even try to fix it, Arfour. I've
shut it down.
ANAKIN
We're locked on... we've got him.
3.
Anakin drops in behind the DROID DROP FIGHTER and blows
him apart. Artoo SQUEALS with delight.
ANAKIN
Yeah! We got him... good going, Artoo.
OBI-WAN KENOBI
Next time you're the bait... Now let's
find the Command Ship and get on with it.
R-4 BEEPS a blue streak.
ANAKIN
Lock onto them, Artoo. Master, General
Grievous's ship is directly ahead.
Artoo BEEPS a reply, and it reads out in Anakin's
cockpit.
ANAKIN
The one crawling with vulture droids.
INT. OBI-WAN'S STARFIGHTER COCKPIT
OBI-WAN KENOBI
I see it. Oh, this is going to be easy.
Ahead is a TRADE FEDERATION CRUISER with bat-like DROID
VULTURE FIGHTERS stalking around on the hull.
The VULTURE FIGHTERS transform into flight configuration,
lift off the CRUISER, and attack the JEDI STARFIGHTERS.
ANAKIN
Come on, Master.
OBI-WAN KENOBI
Not this time. There's too much at
stake. We need help. Odd Ball, do you
copy?
ODD BALL (OS)
Copy, Red Leader.
OBI-WAN KENOBI
Mark my position and form your squad up
behind me...
4.
INT. ODD BALL'S FIGHTER COCKPIT
ODD BALL
We're on your tail, General Kenobi. Set
S-foils in attack position.
The protective ray shield lowers on the main hangar of
the TRADE FEDERATION CRUISER, and six new DROID TRIFIGHTERS emerge and join the DROID VULTURE FIGHTERS
heading toward the Jedi.
The JEDI STARFIGHTERS extend the stability foils on the
ends of their wings.
INT. ANAKIN'S FIGHTER COCKPIT
ANAKIN
This is where the fun begins. Ten
Vulture Droids straight ahead, coming
down the left side.
Artoo BEEPS a worried message.
OBI-WAN KENOBI
Add five Tri-fighters on the right...
ANAKIN
I'm going head to head. See you.
OBI-WAN KENOBI
Take it easy, Anakin.
Four Clone Fighters move into formation behind the Jedi.
ODD BALL
I'm on your right, Red Leader.
ANAKIN
Incoming!!
Artoo SQUEALS as five DROID TRI-FIGHTERS pass by at high
speed on the right.
OBI-WAN KENOBI
Five more on the right!
Four more VULTURE DROID FIGHTERS pass at high speed from
the left. All hell breaks loose.
Obi-Wan and Anakin continue to fly in unison, backing up
each other. Artoo SQUEALS as usual.
5.
ANAKIN
Here we go.
The Jedi ships split up and make a quick loop around the
DROID TRI-FIGHTERS, ending up behind them. BLASTING
away. The DROID TRI-FIGHTERS EXPLODE.
OBI-WAN KENOBI
I'm going high and right.
ANAKIN
Hang on. There are four more of them.
OBI-WAN KENOBI
Stay with me... swing back and right...
help me engage. Now back off... Let them
pass between us.
ANAKIN
I'm coming around on your tail.
OBI-WAN
All right, engage... and hurry. These
droids are over me.
In one incredible move, ANAKIN swings in behind the DROID
TRI-FIGHTERS, blowing them away one by one until there is
only one left. ARTOO CHIRPS.
Artoo lets out a HOWL as ANAKIN accelerates past the last
DROID TRI-FIGHTER, slams on his brakes, flips the Fighter
around, and BLASTS the Fighter from the front.
Artoo BEEPS frantically as they fly through the debris of
the destroyed ships. Anakin looks behind him.
ANAKIN
How many back there. Artoo?
(Artoo beeps)
Three... Four... that's not good.
OBI-WAN KENOBI
Anakin, you have four on your tail.
ANAKIN
I know, I know.
OBI-WAN KENOBI
Four more closing from your left.
ANAKIN
I know, I know!
6.
OBI-WAN KENOBI
Break right and go high.
ANAKIN
I'm going low and left.
Obi-Wan shakes his head.
OBI-WAN KENOBI
(to himself)
He still has much to learn.
Anakin swoops low and skims across a TRADE FEDERATION
BATTLESHIP, dodging flack as Artoo bounces along, trying
to get out a sentence.
ANAKIN
Hang on, Artoo. Obi-Wan, do you copy?
I'm going to pull them through the
needle.
OBI-WAN KENOBI
Too dangerous. First Jedi rule:
"Survive."
ANAKIN
Sorry, no choice. Come down here and
thin them out a little.
Obi-Wan drops in behind the DROID VULTURE FIGHTERS
chasing Anakin. Arfour BEEPS to his Master.
OBI-WAN KENOBI
Just keep me steady... hold on... not
yet... now break left.
Obi-Wan fires as he swings across the back of the VULTURE
DROIDS, BLASTING four of them away.
Anakin heads for a trench along the surface of one of the
Trade Federation Battleships. He flies into the trench,
which ends in a conning tower with a small slit between
two main struts.
OBI-WAN KENOBI
You'll never get through there, Anakin.
It's too tight.
Artoo BEEPS nervously.
ANAKIN
Easy, Artoo... we've done this before.
7.
OBI-WAN KENOBI
Use the Force, think yourself through,
the ship will follow.
Artoo SQUEALS in a panic. On the view screen Artoo's
squeal reads out, "WE'RE NOT GOING TO MAKE IT."
ANAKIN
Wrong thought, Artoo.
Anakin slips through the narrow gap. The trailing
Vulture Droid Fighters CRASH!
ANAKIN
I'm through.
Obi-Wan continues firing on the VULTURE DROID FIGHTERS,
driving them into the EXPLOSION.
A CLONE fighter is hit and explodes, spewing debris. The
CLONE PILOT spins off into space.
Finally, Obi-Wan peels off and swings around, pulling up
alongside Anakin.
CLONE FIGHT SQUAD SEVEN battles the Droids.
ODD BALL
There are too many of them.
CLONE PILOT 2
I'm on your wing. Break left. Break
left. They're all over me. Get them off
my...
The Clone’s ship EXPLODES.
ANAKIN
I'm going to go help them out!
OBI-WAN KENOBI
No, no! They are doing their job so we
can do ours. Head for the Command Ship!
Another CLONE fighter is hit, bursts into flames, and
spins off into space.
A VULTURE DROID FIGHTER raises its head to locate its
target and fires missiles at them.
ANAKIN
Missiles! Pull up!
8.
Anakin and Obi-Wan break right and left, and the missiles
follow them. Anakin does a barrel roll spin, causing the
missiles following him to collide and EXPLODE.
Two missiles continue to chase Obi-Wan. He banks sharply
to the right, then to the left, causing one of the
missiles to overshoot.
OBI-WAN KENOBI
They overshot us...
The second missile streaks next to Obi-Wan’s Fighter and
EXPLODES.
Obi-Wan's ship rocks, and Arfour, SCREAMS as the
Starfighter rips through the explosion. Debris flies all
around them.
ANAKIN
They're coming around!
OBI-WAN KENOBI
All right, Arfour. No, no. Nothing too
fancy.
ANAKIN
Surge all power units, Artoo! Stand by
the reverse thrusters.
Anakin spins his starfighter. The missiles spin and
collide.
ANAKIN
We got 'em, Artoo!
Two missiles continue to track Obi-Wan.
OBI-WAN KENOBI
Flying is for droids.
Suddenly, OBI-WAN shudders, and his ship starts to
plummet toward the surface of the Trade Federation
Cruiser.
The trailing missiles fly into what looks like debris,
and detonate. Five silver balls fly out of the debris
and attach themselves to the ship. The balls pop open,
revealing SMALL BUZZ DROIDS that begin to crawl across
the surface like spiders.
OBI-WAN KENOBI
I'm hit! Anakin?
9.
ANAKIN
I see them... Buzz Droids.
The BUZZ DROIDS crawl across Obi-Wan's ship and start to
tear it apart.
SPARKS ERUPT where the BUZZ DROIDS break into the wiring.
One of the BUZZ DROIDS goes after Arfour.
OBI-WAN KENOBI
Arfour, be careful. You have one...
Aefour's head gets ripped off and flies away.
OBI-WAN KENOBI
Oh, dear. They're shutting down all the
controls.
ANAKIN
Move to the right so I can get a clear
shot.
OBI-WAN KENOBI
The mission. Get to the Command Ship.
Get the Chancellor! I'm running out of
tricks here.
Anakin moves into position just off Obi-Wan's left side
and angles his ship so his guns are pointing at the
DROIDS crawling over Obi-Wan’s Starfighter.
Anakin fires and vaporizes the TWO BUZZ DROIDS, along
with the left wing of Obi-Wan's ship.
OBI-WAN KENOBI
In the name of...
ANAKIN
Steady, steady...
OBI-WAN KENOBI
Anakin, hold your fire, hold your fire.
You're not helping here.
ANAKIN
I agree, bad idea. Swing right, ease
over... steady...
OBI-WAN KENOBI
Wait, wait, I can't see a thing! My
cockpit's fogging. They're all over me,
Anakin.
10.
ANAKIN
Move to the right.
OBI-WAN KENOBI
Hold on, Anakin. You're going to get us
both killed! Get out of here. There's
nothing more you can do.
ANAKIN
I'm not leaving without you, Obi-Wan.
Anakin moves his ship next to Obi-Wan's and tries to
physically knock the BUZZ DROIDS off. Five are left. He
manages to get one off, but badly dents Obi-Wan's ship in
the process.
One of the BUZZ DROIDS tears apiece off of the front of
Obi-Wan's ship. Flames burst, more smoke billows out,
obscuring the Jedi's view.
Anakin knocks off three of the BUZZ DROIDS and the fourth
crawls out onto Anakin's ship and starts attacking Artoo.
fights the BUZZ DROID.
OBI-WAN KENOBI
Blast it... I can't see... my controls
are gone.
ANAKIN
Get 'em, Artoo. Watch out!
OBI-WAN KENOBI
Artoo, hit the buzz droid's center eye.
Artoo extends an arm and aims a stream of electricity at
the swerving BUZZ DROID. The BUZZ DROID is hit squarely
in the eye and falls off the ship.
ANAKIN
Yeah, you got him!
OBI-WAN KENOBI
Great, Artoo.
ANAKIN
Stay on my wing, the General's Command
Ship is dead ahead. Easy, pull up...
Head for the hangar.
OBI-WAN KENOBI
Have you noticed the shields are still
up?
11.
ANAKIN
Oh! Sorry, Master.
Anakin streaks ahead of Obi-Wan's disintegrating Jedi
Fighter and blasts the shield generator. It SPARKS and
EXPLODES.
OBI-WAN
Oh, I have a bad feeling about this.
INT. MAIN HANGAR-TRADE FEDERATION CRUISER
The shield door drops away, and Obi-Wan crashes on the
deck of the hangar bay, engulfed in a FANTAIL OF SPARKS.
A set of blast doors starts SLAMMING shut across the
hangar opening, as material is sucked into space.
Anakin, as only he can, maneuvers around the oncoming
junk and flies into the hangar just as the blast doors
SLAM shut.
Obi-Wan ignites his light saber and cuts his way out of
the cockpit. He jumps dear just as his ship EXPLODES.
BATTLE DROIDS rush at him from all directions.
Anakin jumps out of his ship and cuts his way through the
BATTLE DROIDS to where Obi-Wan is fighting.
Artoo pops out of the ship and follows Anakin.
OBI-WAN KENOBI
Artoo, locate the Chancellor.
ANAKIN
Tap into the ship's computers.
They cut down the last of the droids and follow Artoo
over to a computer wall socket. The two JEDI fight off
FOUR MORE DROIDS as Artoo tries to find the Chancellor.
Finally, a HOLOGRAM of the Trade Federation ship appears.
OBI-WAN KENOBI
The Chancellor's signal is coming from
right there. The observation platform at
the top of that spire.
ANAKIN
I sense Count Dooku’s presence.
OBI-WAN KENOBI
I sense a trap.
12.
ANAKIN
Next move?
OBI-WAN KENOBI
Spring the trap.
The JEDI start to leave, Artoo follows.
ANAKIN
Artoo, go back. I need you to stay with
the ship.
OBI-WAN KENOBI
Here, take this, and wait for orders.
Obi-Wan tosses the comlink to Artoo.
INT. BRIDGE - TRADE FEDERATION CRUISER
GENERAL GRIEVOUS enters the bridge of the cruiser
followed by his TWO BODYGUARDS. He walks to the front of
the bridge and stands in front of the NEIMOIDIAN CAPTAIN.
GENERAL GRIEVOUS
What's the situation, Captain?
CAPTAIN
Two Jedi have landed in the main hangar
bay.
GENERAL GRIEVOUS
Just as Count Dooku predicted. See to it
they find their way to him.
INT. HANGAR - TRADE FEDERATION CRUISER
Anakin and Obi-Wan head for the elevator. A door opens
in the hallway and two of GENERAL GRIEVOUS's BODYGUARDS
confront the JEDI.
OBI-WAN KENOBI
Anakin...
ANAKIN
Ready.
They use their lightsabers to cut a large circle in the
floor.
13.
INT. GENERATOR ROOM - TRADE FEDERATION CRUISER
The TWO JEDI cut their way down several floors into a
large generator room.
Huge EXPLOSIONS outside the ship have caused several
large pipes overhead to break, and fluid is spewing
everywhere.
The Jedi get up and turn off their light sabers.
Kenobi dips his hand into the fluid and sniffs it.
OBI-WAN KENOBI
Fuel. The slightest charge from our
sabers will send this ship into oblivion.
That's why they've stopped shooting.
ANAKIN
Well then, we're safe for the time being.
OBI-WAN KENOBI
Your idea of safe is not the same as
mine.
They run, EXPLOSIONS rattle the ship, and pipes continue
to burst around them, spilling more fuel into the
hallway.
At the far end, SIX SUPER BATTLE DROIDS drop into the
fuel. The SOUNDS OF SHIELD DOORS CLOSING AND LOCKING
ECHO throughout the hallway.
They pass several large power generators, which are
topped with SPARKING excess power dischargers.
ANAKIN
They're sealing this section off.
OBI-WAN KENOBI
Six droids coming our way!
The last of the DOORS CAN BE HEARD CLOSING in the
distance.
The TWO JEDI pull themselves through the narrow vent
shaft until they reach a small hatch in the side of the
tube.
ANAKIN
Here's a way out.
14.
As the SUPER BATTLE DROIDS reach the opening in the
ceiling and the fuel gets to within a few feet of the
power generator sparks.
The JEDI work the keyboard on the pressure lock, opening
the latch.
INT. SMALL PASSAGEWAY - TRADE FEDERATION CRUISER
The TWO JEDI climb into a small passageway and slam the
hatch shut. They make their way through the evershrinking shaft until they reach the end.
INT. WIDE HALLWAY - TRADE FEDERATION CRUISER
The two JEDI wait for an elevator to arrive. They turn
around and see they’re face to face with THREE DESTROYER
DROIDS.
The DROIDS start blasting away. Anakin deflects the
bolts. Obi-Wan frantically pushes the elevator button
several more times.
ANAKIN
Destroyers!
Finally the door opens, and they rush inside under a hail
of laser bolts. The elevator door slides shut.
The JEDI turn to see BATTLE DROIDS standing behind them.
BATTLE DROID
Drop your weapons!
The JEDI activate their light sabers and destroy all the
BATTLE DROIDS.
INT HANGAR - TRADE FEDERATION CRUISER
R2-D2 notices two SUPER BATTLE DROIDS entering the
hangar. He moves and hides behind Anakin’s Starfighter.
INT. ELEVATOR - TRADE FEDERATION CRUISER
The elevator begins to move and screeches to a stop.
ANAKIN
Well, there's more than one way out of
here.
15.
Anakin ignites his lightsaber.
OBI-WAN KENOBI
We don't want to get out, we want to get
moving. Artoo, Artoo. Do you copy?
Activate elevator...
(looks at control panel)
31174.
The elevator begins moving.
INT. GENERAL'S QUARTER'S - TRADE FEDERATION CRUISER
The elevator door opens and the TWO JEDI carefully make
their way into the main room of the General's Quarters.
At the far end sits SUPREME CHANCELLOR PALPATINE.
Anakin and Obi-Wan move towards the Chancellor. As they
get closer, they see a very distressed look on the
Chancellor's face.
OBI-WAN KENOBI
Chancellor.
ANAKIN
Are you all right?
PALPATINE
(quietly)
Count Dooku.
Palpatine makes a small gesture with his hand.
Obi-Wan and Anakin turn around.
The elevator doors open as COUNT DOOKU strides into the
room. He’s on a balcony above the Jedi, with two SUPER
BATTLE DROIDS.
Dooku executes a forward flip down to the main level like
a man half his age.
Obi-Wan and Anakin throw off their cloaks and ignite
their lightsabers.
COUNT DOOKU
The Master and his apprentice. How
little things have changed.
Obi-Wan and Anakin move toward the wily Count.
16.
OBI-WAN KENOBI
You won't get away this time, Dooku.
Obi-Wan and Anakin charge Count Dooku. A great sword
fight ensues.
COUNT DOOKU
I've been looking forward to this.
ANAKIN
My powers have doubled since the last
time we met.
COUNT DOOKU
Good. Twice the pride, double the fall.
Dooku lunges at the JEDI and they fall back.
COUNT DOOKU
Your moves are clumsy, Kenobi, too
predictable. You'll have to do better.
As the battle proceeds, Obi-Wan and Dooku are tired.
Anakin grows stronger as he becomes angry. He takes the
attack to Dooku. The Count throws Obi-Wan back using the
Force.
Anakin and Dooku move up the stairs. As they reach the
upper landing of the General's Quarters, Anakin leaps
over the Count.
Obi-Wan reaches the top of the stairs, destroying TWO
SUPER BATTLE DROIDS.
Dooku holds Obi-Wan in the air using the Force, turns and
kicks Skywalker out of frame.
Obi-Wan is choking. Anakin hits the archway.
Dooku sends Kenobi flying. The Jedi tumbles to the lower
level unconscious.
Dooku spins around again, and using the Force, collapses
a section of the balcony onto Obi-Wan.
Anakin spins and kicks the Count, sending him over the
balcony. Anakin Jumps, following him down to the main
floor.
They continue their vicious fight.
17.
COUNT DOOKU
I sense great fear in you, Skywalker.
You have hate, you have anger, but you
don’t use them.
Anakin regains his composure and attacks Dooku as the
Dark Lord continues his spin to meet him head on.
Anakin attacks Dooku with a new ferocity. Their fighting
becomes even more intense.
Finally, in one last energized charge, Anakin cuts off
both Dooku's hands! The Jedi catches the lightsaber as
it drops from the Sith Lord's severed hand.
Dooku stumbles to the floor in shock as Anakin puts the
two lightsabers to his neck.
Palpatine is grinning as he watches the evil Count's
defeat.
PALPATINE
Good, Anakin, good. I knew you could do
it. Kill him. Kill him now!
Dooku is bewildered by the Chancellor’s vicious order.
ANAKIN
I shouldn't...
PALPATINE
(sternly)
Do it!
The helpless Count’s eyes widen, he cannot believe his
legendary life will end like this.
Anakin cuts off Dooku's head. A huge EXPLOSION somewhere
deep in the ship rattles everything.
ANAKIN
I, I couldn't stop myself.
PALPATINE
You did well, Anakin. He was too
dangerous to be kept alive. Believe me,
the galaxy will be a much better place
without him.
Anakin tosses Dooku's lightsaber to the floor.
ANAKIN
Yes, but he was an unarmed prisoner.
18.
He raises his hand towards the Admiral's Chair, the
Chancellor's restraints pop loose.
ANAKIN
I shouldn't have done that, Chancellor.
It's not the Jedi way.
Palpatine stands up, rubbing his wrists.
PALPATINE
It is only natural. You wanted revenge.
ANAKIN
No... it wasn’t like that this time.
Palpatine places his hands on Anakin’s shoulders.
PALPATINE
It wasn't the first time, Anakin.
Besides, he was threatening the life of
the Supreme Chancellor of the Republic.
ANAKIN
(beat)
I suppose.
PALPATINE
Should there be an inquiry I shall vouch
for your bravery. Now, we really must
leave before more security droids arrive.
The ship begins leaning to one side.
Anakin rushes over to Obi-Wan, lifts the control console
from on top of him, and pulls him free. He kneels down
and checks his unconscious friend.
Palpatine heads for the elevators.
PALPATINE
Anakin, there isn’t any time. We must
get off the ship before it's too late.
ANAKIN
He seems to be all right.
PALPATINE
Leave him, or we'll never make it.
ANAKIN
His fate will be the same as ours.
He picks up Obi-Wan, slings him over his shoulder, heads
for the elevators.
19.
INT. BRIDGE - TRADE FEDERATION CRUISER
GENERAL GRIEVOUS
Prepare for attack.
PILOT
All batteries fire! Fire!
INT. BATTLESTATIONS - REPUBLIC CRUISER
Clone gunners fire on the Trade Federation cruiser and
take fire in return. Gun emplacements are destroyed.
Clone troopers go flying.
INT. ELEVATOR LOBBY - TRADE FEDERATION CRUISER
Anakin, Obi-Wan and Palpatine enter an elevator.
INT. ELEVATOR
Anakin lays Obi-Wan down, contacts Artoo via comlink.
ANAKIN
Artoo, we’re in the same elevator as
before. Get us back down to the hangar.
PALPATINE
(re: Obi-Wan)
We’re taking an awful risk lugging him
around.
ANAKIN
(firmly; irritated)
The burden is all mine, and I don’t want
to hear to any more talk of it.
The elevator starts moving.
PALPATINE
I apologize, Anakin. I just want this
ordeal to be over with.
ANAKIN
You’ll be back in the Senate in no time.
Obi-Wan snaps back into life.
OBI-WAN KENOBI
Where are we?
Anakin helps him to his feet.
20.
ANAKIN
On our way out of here.
PALPATINE
How good to have you back with us, Master
Kenobi.
OBI-WAN KENOBI
It’s good to be back, Chancellor.
(to Anakin)
And Dooku?
ANAKIN
He’s dead.
OBI-WAN KENOBI
Dead? Our plan was to return with him as
our prisoner, Anakin.
ANAKIN
Well, things didn’t go that smoothly. He
wasn’t exactly willing to surrender.
OBI-WAN KENOBI
(upset)
How are we going to explain this to the
Council? Dooku would’ve been a wealth of
information to us.
ANAKIN
He never would have talked, Master.
PALPATINE
Master Kenobi, if I may intervene. I
witnessed the entire event. Lord Tyranus
left Anakin no alternative but to kill or
be killed.
Obi-Wan looks at Anakin.
OBI-WAN KENOBI
Is this true, Anakin.
ANAKIN
Yes, Master.
OBI-WAN KENOBI
Then the word of the Supreme Chancellor
is good enough for me.
The elevator stops. The door opens.
21.
INT. HANGAR
The Jedi are now back where they began. Both of their
starfighters still intact.
ANAKIN
Here we are.
The three of them exit the elevator.
OBI-WAN KENOBI
It simply can’t be this easy.
ANAKIN
Try and keep a positive outlook, Master.
(comlink)
Artoo, we’re here.
Artoo moves out into the open, rolls towards Anakin’s
Starfighter.
Obi-Wan and Palpatine jog towards his ship when...
The main blast door opens, revealing General Grievous and
his two Bodyguards.
GENERAL GRIEVOUS
Leaving so soon, Jedi?
Anakin ignites his lightsaber, moves towards Grievous.
OBI-WAN KENOBI
Anakin, wait.
PALPATINE
Is he always this forceful?
OBI-WAN KENOBI
I’m afraid so. Wait here, Chancellor.
Anakin is almost upon Grievous
GENERAL GRIEVOUS
(to his Bogyguards)
Kill him!
The Droid Bodyguards whirl their electro-staffs as they
charge Anakin.
Anakin grins, waits for them to get closer, then flips
over them.
ANAKIN
Master!
22.
Obi-Wan is in front of the Bodyguards now.
OBI-WAN KENOBI
I’ve got them!
Obi-Wan fights the two Bodyguards.
Anakin is free to challenge Grievous.
ANAKIN
You’re all mine, General.
GENERAL GRIEVOUS
(coughing)
Pitiful Jedi!
Grievous ignites two lightsabers and engages Anakin.
They take the fight inside the hangar.
Obi-Wan destroys the Droid Bodyguards within a few moves.
Anakin and Grievous are locked in mortal combat. The
Cyborg General is the weaker of the two, but he’s filled
with tricks.
As Anakin forces him against the wall, Grievous uses his
feet claws and scales the wall.
ANAKIN
Coward!
GENERAL GRIEVOUS
Come and get me, Jedi!
He gets his wish. Anakin uses the Force to toss a crate
at Grievous, knocking him down from the wall.
Grievous lands on top of a Vulture Droid, smashing it to
pieces.
ANAKIN
You keep on running, Grievous...
Grievous scurries away like an insect using his four arms
and two legs.
Anakin catches up to him, cutting off one arm.
Grievous doesn’t want to fight, he’s looking for an
escape.
ANAKIN
There’s nowhere to run. I’m gonna take
the rest of your arms now!
23.
Grievous scales the wall again, this time squeezing into
an Exhaust Port, where he disappears.
OBI-WAN KENOBI
He’s gone, Anakin. We’ve got what we
came for, so let’s get out of here.
Anakin is frustrated, wanting so badly to finish off the
droid General.
OBI-WAN KENOBI
This ship is on its last leg. We best be
going.
Obi-Wan climbs into his Starfighter, taking Palpatine
with him. Anakin and Artoo get into their Starfighter.
Both Jedi take off as a random EXPLOSION rattles the big
Cruiser’s hangar.
INT. EXHAUST PORT - TRADE FEDERATION CRUISER
General Grievous scurries down the tiny shaft, coughing
all the way.
INT. POD BAY
Grievous enters the escape pod bay through the hatch. He
goes to a control panel and opens an escape pod. The
Droid General pulls a row of switches, and one by one the
remaining pods are jettisoned.
INT. ESCAPE POD - SPACE
He climbs inside one, the hatch closes, and the escape
pod blasts away from the damaged Cruiser.
EXT. SPACE
Anakin and Obi-Wan’s Starfighters speed out of the
severely damaged Trade Federation Cruiser in the nick of
time.
Numerous EXPLOSIONS rock the heavy Cruiser, causing it to
nosedive towards the planet surface.
24.
INT. OBI-WAN’S STARFIGHTER
Obi-Wan steers clear of incoming Droid fighters,
Palpatine sees the sinking Cruiser.
PALPATINE
Oh my, that’s a disater in the making.
OBI-WAN KENOBI
The Chancellor’s right, Anakin. If
Grievous’s ship hits the surface...
ANAKIN
(finishing)
Massive casualties, I know.
OBI-WAN KENOBI
Any suggestions?
ANAKIN
Finish it off up here.
OBI-WAN KENOBI
That requires too much firepower.
Besides half the fleet would have to
chase it down.
ANAKIN
Right.
OBI-WAN KENOBI
Well, we have to do something.
PALPATINE
You’re Jedi. Why don’t you use the
Force?
Obi-Wan thinks a moment, makes perfect sense.
OBI-WAN KENOBI
Anakin?
ANAKIN
Seems reasonable... I think.
OBI-WAN KENOBI
Squad Seven can mop up here. We can beat
the ship to the surface.
ANAKIN
I’m following your lead, Master.
25.
EXT. SPACE BATTLE - ABOVE CORUSCANT
Obi-Wan and Anakin’s Starfighters pull away from the
congestion of the battle, nosedive after the crashing
Cruiser.
INT. ANAKIN’S STARFIGHTER
ANAKIN
Artoo, see if you can increase the power.
Artoo BEEPS his reply.
INT. OBI-WAN’S STARFIGHTER
OBI-WAN KENOBI
This is going to be close.
ANAKIN
Just remember, this was your idea.
OBI-WAN KENOBI
Actually, it was the Chancellor’s, but
point taken.
EXT. SKIES ABOVE CORUSCANT - DAY
It’s early morning on the planet and the sky is a
brilliant blue as the burning Trade Federation Cruiser
plummets towards the ground.
Obi-Wan and Anakin’s Starfighters are now passing the
Cruiser.
INT. OBI-WAN’S STARFIGHTER
OBI-WAN KENOBI
We are going to make it.
ANAKIN
But that’s only part of the problem
solved. We still have to stop its
momentum.
OBI-WAN KENOBI
We’ve trained all our lives for a moment
such as this, Anakin.
26.
EXT. INDUSTRIAL DISTRICT - CORUSCANT
As luck would have it the Cruiser is headed for a less
populated area of the city planet.
Anakin and Obi-Wan land their Starfighters on a deserted
stretch of warehouses.
Obi-Wan and Anakin pick a spot and gaze up at the
incoming disaster.
ANAKIN
You may want to step aside for this,
Chancellor.
PALPATINE
Oh, yes, of course. Good luck to you
both.
OBI-WAN KENOBI
There is no such thing as luck where the
Force is concerned.
Palpatine hurries off to the shelter of a nearby
warehouse as our two Jedi take their places in the center
of the warehouse row.
OBI-WAN KENOBI
Are you ready, Anakin?
ANAKIN
Ready as I’ll ever be, Master.
OBI-WAN KENOBI
Then let’s begin.
The two Jedi close their eyes, extend their arms outward,
connecting deeply with the Force. What they’re about to
attempt is a feat very few Jedi have accomplished.
The damaged Cruiser looms large in the sunlit sky, out of
control and certain to destroy.
Obi-Wan and Anakin slowly move their arms to the right,
guiding the burning behemoth towards the warehouses.
The Cruiser obeys their powers, shifts in the sky away
from the skyscrapers and towards the Industrial sector.
We see Grievous’s ship coming towards us, massive and
bulky, completely on fire as well. It dives at a sharper
angle with every second that passes.
27.
Obi-Wan and Anakin grimace under the incredible strain to
maintain the Force on an object so large.
The Cruiser is in front of them, lined up perfectly with
the strip of ground the Jedi are standing on. The
Cruiser comes in fast, its nose about to make contact
and...
SMASH! The fiery ship impacts the ground, skidding
forward at high speed.
Obi-Wan and Anakin YELL as they counter the ship’s
momentum, using all of their powers in the Force to
achieve their goal.
Finally the bulk Cruiser comes to a stop, burning like a
massive fireball amongst the tiny warehouses.
Chancellor Palpatine emerges from his hiding place.
PALPATINE
(amazed)
I, I don’t believe it. You did it!
Artoo SQUEALS with excitement.
Anakin and Obi-Wan collapse to their knees, completely
exhausted from the ordeal.
PALPATINE
Even though I suggested it, I never
thought it possible.
OBI-WAN KENOBI
(catches his breath)
And that, Chancellor, is an example of
the power of the Force.
PALPATINE
(grinning)
So it is.
EXT. PLAZA - JEDI TEMPLE - CORUSCANT - DAY
Obi-Wan walks with YODA and MACE WINDU in front of the
massive Temple.
YODA
A job well done, Master Kenobi.
OBI-WAN KENOBI
It is Anakin you should be thanking. He
was the hero yet again.
28.
MACE WINDU
But the death of Count Dooku is an
unfortunate occurrence.
OBI-WAN KENOBI
Chancellor Palptine assured me that it
was in self-defense.
MACE WINDU
And I trust Palpatine as much as a
Trandoshan slaver.
OBI-WAN KENOBI
Then you do not believe Anakin? Is that
what you’re saying?
They stop walking.
YODA
It is the Chancellor that mistrust
breeds.
OBI-WAN KENOBI
That reminds me, Palpatine did say
something rather strange to me. He
referred to Count Dooku as Lord Tyranus.
MACE WINDU
His Sith title.
OBI-WAN KENOBI
Is it possible the Chancellor could have
heard this name elsewhere?
YODA
Strange that the name he would know.
OBI-WAN KENOBI
Only amongst the Council have we ever
called Dooku Tyranus, and even then, not
often.
MACE WINDU
I don’t think we have anything to worry
about when it comes to Palpatine but mere
political chicanery.
OBI-WAN KENOBI
Oh, is that all?
YODA
Ponder this more, we will. Savor this
temporary victory, we must.
29.
EXT. NABOO GARDENS - CORUSCANT - DAY
Anakin meets with his wife PADME in secret. It’s the
first time they’ve been together in over two months.
They kiss passionately.
ANAKIN
I’ve missed you so much.
PADME
(softly)
Anakin.
Anakin looks down at her pregnant belly.
ANAKIN
How many months?
PADME
Eight. I’m so excited.
Padme stares at Anakin strangely.
ANAKIN
What is it?
PADME
Another scar.
She refers to the light vertical scar on the right side
of Anakin’s face.
ANAKIN
That’s nothing. I’ve already forgotten
how I got it.
PADME
How much longer is this senseless war
going to drag on?
ANAKIN
Sooner than expected now that Count Dooku
is out of the picture.
They sit down on a bench next to a fountain in the
grandiose style of Padme’s lush home planet.
PADME
Once our child is born you can’t travel
all over the galaxy, Anakin. I need you
here with me.
30.
ANAKIN
And I will be, Padme, I promise. Is that
why you’re so nervous lately?
PADME
Of course it is. You’re a Jedi, Anakin,
and that means you have to go whenever
they call.
ANAKIN
I know.
PADME
Don’t forget, you’re not even supposed to
be in love with me, much less be my
husband.
Anakin strokes her long wavy hair.
ANAKIN
One day things will be different. We’ll
be able to live out in the open.
PADME
Once this child is born, every thing will
change, Anakin. Are you ready?
ANAKIN
(smiling)
I’m ready.
EXT. UTAPAU - LANDING PLATFORM - DAY
A small NEIMOIDIAN SHUTTLE lands. BATTLE DROIDS surround
the ramp as General Grievous descends onto the platform.
SUPER BATTLE DROID G21 approaches.
SUPER BATTLE DROID G21
The planet is secure, sir. The population
is under control.
GENERAL GRIEVOUS
Good. Where is the Separatist Council?
SUPER BATTLE DROID G21
This way, sir...
Grievous takes the elevator to an upper level. He enters
a conference room and presses a series of buttons on the
table, and bows.
31.
INT. UTAPAU - CONFERENCE ROOM - GRAND CHAMBER
A hologram of Darth Sidious appears.
GENERAL GRIEVOUS
Yes, Lord Sidious.
DARTH SIDIOUS
General Grievous, I suggest you move the
Separatist leaders to Mustafar.
GENERAL GRIEVOUS
It will be done, My Lord.
DARTH SIDIOUS
The end of the war is near, General, and
I promise you, victory is assured.
GENERAL GRIEVOUS:
But the loss of Count Dooku?
DARTH SIDIOUS
His death was a necessary loss, which
will ensure our victory. Soon I will
have a new apprentice, one far younger
and more powerful than Lord Tyranus.
INT. BAIL ORGANA'S OFFICE - CORUSCANT - DAY
Padme, BAIL ORGANA, and SENATORS MON MOTHMA, FANG ZAR,
TERR TANEEL, and GIDDEAN DANU sit in Senator Organa 's
office.
BAIL ORGANA
Now that he has control of the Jedi
Council, the Chancellor has appointed
Governors to oversee all star systems in
the Republic.
FANG ZAR
When did this happen?
BAIL ORGANA
The decree was posted this morning.
PADME
Do you think he will dismantle the
Senate?
MON MOTHMA
Why bother? As a practical matter, the
Senate no longer exists.
32.
GIDDEAN DANU
The constitution is in shreds. Amendment
after amendment, executive directives,
sometimes a dozen in one day.
BAIL ORGANA
We can't let a thousand years of
democracy disappear without a fight.
EVERYONE looks at each other, a little worried at the
implications of what was just said.
TERR TANEEL
What are you suggesting, Senator Organa?
BAIL ORGANA
I apologize. I didn't mean to sound like
a Separatist.
MON MOTHMA
We are not Separatists trying to leave
the Republic. We are loyalists, trying
to preserve democracy in the Republic.
BAIL ORGANA
It has become increasingly clear to many
of us that the Chancellor has become an
enemy of democracy.
PADME
I can't believe it has come to this!
Chancellor Palpatine is one of my oldest
advisors. He served as my Ambassador
when I was Queen.
GLDDEAN DANU
Senator, I fear you underestimate the
amount of corruption that has taken hold
in the Senate.
MON MOTHMA
The Chancellor has played the Senators
well. They know where the power lies,
and they will do whatever it takes to
share in it. Palpatine has become a
dictator and we have helped him to do it.
BAIL ORGANA
We can't sit around debating any longer,
we have decided to do what we can to stop
it. Senator Mon Mothma and I are putting
together an organization...
33.
PADME
Say no more, Senator Organa. I
understand. At this point, it's better
to leave some things unsaid.
BAIL ORGANA
Yes. I agree and we must not discuss
this with anyone, without everyone in
this group agreeing.
MON MOTHMA
That means those closest to you, even
family... no one can be told.
They ALL nod their heads.
PADME
(thinking)
Agreed.
INT. CORUSCANT - JEDI TEMPLE - HALLWAY - DAY
Anakin hurries down a temple hallway, heading toward a
Jedi Briefing Room. SEVERAL JEDI are exiting.
INT. JEDI TEMPLE - BRIEFING ROOM
Anakin rushes into the room. By the time he reaches the
Chamber, the last of the Jedi are leaving.
Only Obi-Wan remains at the front of the lecture hall.
He’s shutting off some holograms, electronic charts and
maps.
OBI-WAN KENOBI
You missed the report on the Outer Rim
sieges.
ANAKIN
I'm sorry, I was held up. I have no
excuse.
OBI-WAN KENOBI
In short, they are going very well.
Saleucami has fallen, and Master Vos has
moved his troops to Boz Pity.
ANAKIN
What's wrong then?
34.
OBI-WAN KENOBI
The Senate is expected to vote more
executive powers to the Chancellor today.
ANAKIN
Well, that can only mean less
deliberating and more action. It will
make it easier for us to end this war.
OBI-WAN KENOBI
Anakin, be careful of your friend
Palpatine.
ANAKIN
Be careful of what?
OBI-WAN KENOBI
He has requested your presence.
ANAKIN
What for?
OBI-WAN KENOBI
He would not say.
ANAKIN
He didn't inform the Jedi Council?
That's unusual, isn't it?
OBI-WAN KENOBI
All of this is unusual, and it's making
me feel uneasy. You're probably aware
that relations between the Council and
the Chancellor are stressed.
ANAKIN
I know the Council has grown wary of his
power, mine also for that matter. Aren't
we all working together to save the
Republic? Why all this distrust?
OBI-WAN KENOBI
The Force grows dark, Anakin, and we are
all affected by it. Be wary of your
feelings.
INT. CHANCELLOR'S OFFICE - DAY
Anakin stands with Palpatine at his window overlooking
the vastness of Coruscant. Several buildings have been
destroyed. A brown haze hangs over the landscape.
35.
PALPATINE
Anakin, this afternoon the Senate is
going to call on me to take direct
control of the Jedi Council.
ANAKIN
The Jedi will no longer report to the
Senate?
PALPATINE
They will report to me... personally.
The Senate is too unfocused to conduct a
war. This will bring a quick end to
things.
(beat)
There are times when we must all endure
adjustments to the constitution in the
name of security.
ANAKIN
With all due respect, sir, the Council is
in no mood for more constitutional
amendments.
PALPATINE
Anakin, I've known you since you were a
small boy. I have advised you over the
years when I could ... I am very proud of
your accomplishments. You have won many
battles the Jedi Council thought were
lost... and you saved my life. I hope
you trust me, Anakin.
ANAKIN
Of course.
PALPATINE
I need your help, son. I fear the Jedi.
The Council keeps pushing for more
control. They're shrouded in secrecy and
obsessed with maintaining their autonomy.
Ideals I find simply incomprehensible in
a democracy.
ANAKIN
I can assure you that the Jedi are
dedicated to the values of the Republic.
PALPATINE
Nevertheless, their actions will speak
more loudly than their words. I'm
depending on you.
36.
ANAKIN
For what? I don't understand.
PALPATINE
To be the eyes, ears, and voice of the
Republic.
Anakin thinks about this.
PALPATINE
I'm appointing you to be my personal
representative on the Jedi Council.
ANAKIN:
Me? A Master? I’m overwhelmed, sir, but
the Council elects its own members. They
will never accept this.
PALPATINE
Oh, I think they will... they need you
more than you know.
INT. COUNCIL CHAMBERS - JEDI TEMPLE - DAY
Anakin enters and stands in the middle of the room. He
is surrounded by the Jedi Council Mace Windu, EETH KOTH,
Obi-Wan, Yoda and the HOLOGRAMS of PLO KOON and KI-ADIMUNDI.
MACE WINDU
Anakin Skywalker, we have approved your
appointment to the Council as the
Chancellor's personal representative.
ANAKIN
I will do my best to uphold the
principles of the Jedi Order.
YODA
Allow this appointment lightly, the
Council does not. Disturbing is this
move by the Chancellor.
ANAKIN
I understand.
MACE WINDU
You are on this Council, but we do not
grant you the rank of Master.
Anakin reacts with anger.
37.
ANAKIN
What?! How can you do this? It’s
outrageous, it's unfair... How can one be
on the Council and not be a Master?
MACE WINDU
(sternly)
Take a seat, young Skywalker.
ANAKIN
(beat)
Forgive me, Master.
Anakin sits in one of the empty chairs. Everyone is
embarrassed by his behavior.
Ki-Adi-Mundi, who appears as a hologram, speaks.
KI-ADI-MUNDI
We have surveyed all systems in the
Republic and have found no sign of
General Grievous.
YODA
Hiding in the Outer Rim, Grievous is. The
outlying systems, you must sweep.
OBI-WAN KENOBI
It may take some time. We do not have
many ships to spare.
MACE WINDU
We cannot take any more ships from the
front line. We’re spread too thin as it
is.
OBI-WAN KENOBI
And yet, it would be fatal for us to
allow the droid armies to regroup.
YODA
Master Kenobi, our spies contact, you
must, and then wait.
KI-ADI-MUNDI
What about the droid attack on the
Wookiees?
MACE WINDU
It is critical we send an attack group
there, immediately!
38.
OBI-WAN KENOBI
He's right, that is a system we cannot
afford to lose. It's the main navigation
route for the southwestern quadrant.
ANAKIN
I know that system well. It would take
us little time to drive the droids off
that planet.
MACE WINDU
Skywalker, your assignment is here with
the Chancellor, and Kenobi must find
General Grievous.
YODA
Go, I will. Good relations with the
Wookiees, I have.
MACE WINDU
It is settled then. Yoda will take a
battalion of clones to reinforce the
Wookiees on Kashyyyk. May the Force be
with us all.
INT. HALLWAY AND ALCOVE OUTSIDE COUNCIL CHAMBERS
Anakin and Obi-Wan walk through one of the massive Jedi
Temple hallways. Anakin is furious with the Council’s
decision.
ANAKIN
I knew it. Master Windu has always
opposed me. Can’t you see it?
OBI-WAN KENOBI
Not that argument again, Anakin. I’ve
told you time and time again to get rid
of such foolishness. You’re angry and
you’re lashing out.
ANAKIN
Then what kind of nonsense is this, put
me on the Council and not make me a
Master? That's never been done in the
history of the Jedi.
OBI-WAN KENOBI
Calm down, Anakin. You have been given a
great honor. To be on the Council at
your age... it's never happened before.
Listen to me, Anakin.
39.
(MORE)
The fact of the matter is you're too
close to the Chancellor. The Council
doesn't like it when he interferes in
Jedi affairs.
ANAKIN
I didn't ask to be put on the Council.
OBI-WAN
But it's what you wanted. Your
friendship seems to have paid off.
And regardless of how it happened,
Anakin, you find yourself in a delicate
situation.
ANAKIN
You mean divided loyalties.
OBI-WAN KENOBI
I warned you there was tension between
the Council and the Chancellor. I was
very clear.
ANAKIN
The Council is only upset because I'm the
youngest to ever serve.
OBI-WAN KENOBI
No, it is not, Anakin. I worry when you
speak of jealousy and pride. Those are
not Jedi thoughts. They're dangerous,
dark thoughts.
ANAKIN
Master, you of all people should have
confidence in my abilities. I know where
my loyalties lie.
OBI-WAN KENOBI
I certainly hope so.
ANAKIN
I sense there's more to this talk than
you're saying.
OBI-WAN KENOBI
Anakin, the only reason the Council has
approved your appointment is because the
Chancellor trusts you.
ANAKIN
And?
40.
OBI-WAN KENOBI (CONT'D)
OBI-WAN KENOBI
Anakin, look, I am on your side. I
didn't want to see you put in this
situation.
ANAKIN
(frustrated)
Just say what you have to say, Obi-Wan.
OBI-WAN KENOBI
(takes a deep breath)
The Council wants you to report on all of
the Chancellor's dealings. They want to
know what he's up to.
ANAKIN
They want me to spy on the Chancellor?
That's treason!
OBI-WAN KENOBI
We are at war, Anakin. The Jedi Council
is sworn to uphold the principles of the
Republic, even if the Chancellor does
not.
ANAKIN
Why didn't the Council give me this
assignment when we were in session?
OBI-WAN KENOBI
This assignment is not to be on record.
The Council asked me to approach you on
this personally.
ANAKIN
The Chancellor’s not a bad man, Obi-Wan.
He's watched out for me ever since I
arrived here.
OBI-WAN KENOBI
And that is precisely why you must help
us, Anakin. Our allegiance is to the
Senate, not to its leader, who has
managed to stay in office long after his
term has expired.
ANAKIN
The Senate demanded that he stay longer.
OBI-WAN KENOBI
Yes, but use your feelings, Anakin.
Something is out of place.
41.
ANAKIN
You're asking me to do something against
the Jedi Code. Against the Republic,
against a mentor, and a friend. That's
what's out of place here. Why are you
asking this of me?
OBI-WAN KENOBI
The Council is asking you.
EXT. CORUSCANT - CLONE LANDING PLATFORM - DAY
A JEDI GUNSHIP heads for the huge Clone landing platform.
INT. CORUSCANT - JEDI GUNSHIP
Yoda, Mace, and Obi-Wan ride in the GUNSHIP as it heads
for the Clone landing platform.
OBI-WAN KENOBI
Anakin did not take to his assignment
with much enthusiasm.
YODA
Too much under the sway of the
Chancellor, he is. Much anger there is
in him. Too much pride in his powers.
MACE WINDU
It's very dangerous, putting them
together. I don't think he can handle
it, and I don't trust him.
OBI-WAN KENOBI
He'll be all right. I trust Anakin with
my life.
MACE WINDU
Unfortunately, I cannot say the same.
OBI-WAN KENOBI
With all due respect, Master, is he not
the Chosen One? Is he not to destroy the
Sith and bring balance to the Force?
MACE WINDU
So the prophecy says. But this notion
has filled Skywalker’s head with pride
and delusion.
YODA
A prophecy that misread, could have been.
42.
OBI-WAN KENOBI
He will not let me down. He never has.
YODA
I hope right you are. May the Force be
with you.
The Gunship lands and Yoda exits the lowered ramp.
Mace and Obi-Wan stand and give him a brief bow then take
off in the Gunship.
INT. CONFERENCE ROOM - UTAPAU - NIGHT
General Grievous lies on a metal table as a SURGICAL
DROID replaces his severed mechanical limb.
In moments the repairs are done, Grievous rises from the
table and tries out his new arm. He grabs a lightsaber,
ignites it, rotates the new arm in every direction.
Grievous laughs his sinister laugh until it morphs into
his ever-present cough.
INT. GALAXIES OPERA HOUSE - CORUSCANT - NIGHT
Anakin lands his speeder and exits. He runs up the
stairs at the Galaxies Opera House.
Anakin runs through the hallway and enters Palpatine's
box, where Palpatine is sitting with Mas Amedda and SlyMoore, watching the Man Calamari Ballet "Squid Lake."
ANAKIN
You wanted to see me, Chancellor.
PALPATINE
Yes, Anakin! Come closer. I have good
news. Our Clone Intelligence Units have
discovered the location of General
Grievous. He is hiding in the Utapau
system.
ANAKIN
At last, we'll be able to capture that
coward and end this war.
PALPATINE
I would worry about the collective wisdom
of the Council if they didn't select you
for this assignment.
43.
(MORE)
You are the best choice by far, but, they
can't always be trusted to do the right
thing.
ANAKIN
They try.
PALPATINE
Yes, how the do. Sit down,
(to his aides)
Leave us.
The aides exit the box without a word.
Anakin sits next to Palpatine. The Chancellor leans over
to him.
PALPATINE
Anakin, you know I'm not able to rely on
the Jedi Council. They simply oppose me
at every turn. If they haven't included
you in their plot, they soon will.
ANAKIN
I'm not sure I understand.
PALPATINE
You must sense what I have come to
suspect... that the Jedi Council want
control of the Republic. And they're
planning to betray me.
ANAKIN
I don't think...
PALPATINE
Anakin, search your feelings. You know,
don't you?
ANAKIN
You speak like a Jedi, Chancellor.
PALPATINE
(grinning)
Hardly, but you were saying...
ANAKIN
I know they don't trust you.
PALPATINE
Or the Senate, the Republic... or
democracy, for that matter.
44.
PALPATINE (CONT'D)
ANAKIN
I have to admit that lately my trust in
them has been shaken.
PALPATINE
They asked you to do something that made
you feel dishonest, didn't they?
Anakin doesn't say anything. He simply looks down.
PALPATINE
They asked you to spy on me, didn't they?
ANAKIN
I don't know what to say.
PALPATINE
Remember back to your early teachings,
Anakin. "All those who gain power are
afraid to lose it." Even the Jedi.
ANAKIN
The Jedi use their power for good.
PALPATINE
Good is a point of view, Anakin. And the
Jedi point of view is not the only valid
one. The Dark Lords of the Sith believe
in security and justice also, yet they
are considered by the Jedi to be...
ANAKIN
(finishing)
...evil.
PALPATINE
Yes. From a Jedi's limited point of
view. The Sith and the Jedi are similar
in almost every way, including their
quest for greater power. The difference
between the two is the Sith are not
afraid of the dark side of the Force.
That is why they are more powerful.
ANAKIN
The Sith rely on their passion for their
strength. They think inwardly, only
about themselves.
PALPATINE
And the Jedi do not?
45.
ANAKIN
The Jedi are selfless... they only care
about others.
PALPATINE
(smiling)
Or so you've been trained to believe.
Why is it, then, that they have asked you
to do something you feel is wrong?
ANAKIN
I'm not sure it is wrong.
PALPATINE
Have they asked you to betray the Jedi
code? The Constitution? A friendship?
Your own values? Think. Consider their
motives. Keep your mind clear of
assumptions. The fear of losing power is
a weakness of both the Jedi and the Sith.
Anakin is deep in thought.
PALPATINE
Did you ever hear the tragedy of Darth
Plagueis "the wise"?
ANAKIN
No. Should I have?
PALPATINE
Not exactly. It's a Sith legend. Darth
Plagueis was a Dark Lord of the Sith, so
powerful and so wise he could use the
Force to influence the midi-chlorians to
create life... He had such a knowledge of
the dark side that he could even keep the
ones he cared about from dying.
ANAKIN
He could actually save people from death?
PALPATINE
The dark side of the Force is a pathway
to many abilities some consider to be...
unnatural.
ANAKIN
What happened to him?
46.
PALPATINE
He became so powerful the only thing he
was afraid of was losing his power, which
eventually, of course, he did.
Unfortunately, he taught his apprentice
everything he knew, then his apprentice
killed him in his sleep.
(smiles)
It's ironic, isn’t it? Lord Plagueis
could save others from death, but not
himself.
ANAKIN
Is it possible to learn this power?
PALPATINE
(ominously)
Not from a Jedi.
EXT. KASHYYYK - DAY
A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS
approaches the tree housing the HOLOGRAM AREA.
INT. KASHYYYK/JEDI COUNCIL CHAMBERS - HOLOGRAM AREA - DAY
Yoda and various JEDI speak via hologram. The discussion
includes Obi-Wan, Mace, AGEN KOLAR, Ki-Adi-Mundi and PLO
KOON.
KI-ADI-MUNDI
(holo)
Palpatine thinks General Grievous is on
Utapau. We have had no reports of this
from our agents.
MACE WINDU
(holo)
How could the Chancellor have even come
by this information and we know nothing
about it? We have had contact with Baron
Papanoida and he said no one was there.
ANAKIN
A partial message was intercepted in a
diplomatic packet from the Chairman of
Utapau.
YODA
Act on this, we must. The capture of
General Grievous will end this war.
Quickly and decisively we should proceed.
47.
OBI-WAN KENOBI
Does everyone agree?
All the JEDI concur.
ANAKIN
The Chancellor has requested that I lead
the campaign.
They all look at ANAKIN a bit disturbed.
MACE WINDU
(a little peeved)
The Council will make up its own mind who
is to go, not the Chancellor.
KI-ADI-MUNDI
Yes, this decision is ours to make.
Anakin is embarrassed, becomes sullen.
YODA
A Master is needed, one with more
experience.
MACE WINDU
Given our resources, I recommend we send
only one Jedi... Master Kenobi.
ANAKIN
He was not so successful the last time he
met Grievous.
Obi-Wan throws Anakin a dirty look.
ANAKIN
(to Obi-Wan)
No offense, Master, but I'm only stating
a fact.
OBI-WAN KENOBI
Oh no, you're quite right, but I do have
the most experience with his ways of
combat.
YODA
Obi-Wan, my choice is.
KI-ADI-MUNDI
I concur. Master Kenobi should go.
YODA
I agree.
48.
All the JEDI concur.
MACE WINDU
Very well. Council is adjourned.
Anakin is angry with the decision.
MACE WINDU
Obi-Wan, prepare two clone brigades as
quickly as you can. If this report is
true, there's no telling how many battle
droids he may have with him.
INT. KASHYYYK - HOLOGRAM AREA - DAY
Yoda gets out of his chair and walks to the edge of the
platform.
CLONE COMMANDER GREE
The droids have started up their main
power generators.
YODA
Then now the time is, Commander.
CLONE COMMANDER GREE
Yes, sir.
The battle between the Droid Army and the Wookiees
begins.
EXT. KASHYYYK - BEACH HEAD - DAY
A WOOKIEE CHIEFTAIN lets out a roar as the Wookiee army
rushes to face the DROID ARMY.
CORPORATE ALLIANCE TANK DROIDS race across the water
against the WOOKIEES and CLONE TROOPERS on the beach.
DROID GUNSHIPS provide air support, while a SPIDER DROID
emerges from the watery depths.
A brave WOOKIEE places an explosive on a SEPARATIST TANK
and jumps off just before the Tank EXPLODES.
From the Hologram Area, Yoda observes the ongoing battle.
EXT. CORUSCANT - PADME'S APARTMENT - EARLY MORNING
Padme's apartment building is surrounded by the smogshrouded city of Coruscant.
49.
Padme, Mon Mothma, Bana Breemu, Fang Zar, Giddean Danu,
Bail Organa and CHI EEKWAY sit in Padme's living room.
C-3PO serves drinks to the guests.
PADME
We cannot let this situation turn into
yet another war.
BAIL ORGANA
Absolutely, that is the last thing any
among us wants.
MON MOTHMA
We are hoping to form an alliance in the
Senate to stop the Chancellor from
further subverting the constitution,
that's all.
PADME
I know a Jedi I feel it would be wise to
consult.
BANA BREEMU
That could prove dangerous, Senator.
MON MOTHMA
What he means to say is that we do not
know where the Jedi stand in all this.
PADME
I only wish to discuss this with one...
one I trust.
GIDDEAN DANU
Going against the Chancellor without the
support of the Jedi is risky.
PADME
In truth, the Jedi aren't any happier
with the situation than we are...
CHI EEKWAY
Patience, Senator.
FANG ZAR
We have so many Senators on our side,
surely that will pursuade the Chancellor.
BANA BREEMU
When you present the "petition of the two
thousand" to the Chancellor, things may
change.
50.
BAIL ORGANA
Let us see what we can accomplish in the
Senate, before we include the Jedi.
Padme takes a deep breath in frustration and
disappointment.
EXT. CORUSCANT - CLONE LANDING PLATFORM - DAY
Anakin and Obi-Wan walk onto a landing platform
overlooking a docking bay where THOUSANDS OF CLONE TROOPS
and armored weapons, tanks, etc., are being loaded onto a
massive REPUBLIC ASSAULT SHIP.
ANAKIN
You're going to need me on this one,
Master.
OBI-WAN KENOBI
Oh, I agree. However, it may turn out
just to be a wild bantha chase.
Obi-Wan starts to turn and leave.
ANAKIN
Master!
Obi-Wan stops and Anakin walks over to him.
ANAKIN
Master, I've disappointed you. I haven’t
been very appreciative of your training.
I’ve been arrogant and I apologize. I've
just been so frustrated with the Council.
But your friendship, it means everything
to me.
OBI-WAN KENOBI
You are strong and wise, Anakin, and I am
very proud of you. I have trained you
since you were a boy. I have taught you
everything I know, and you have become a
far greater Jedi than I could ever hope
to be... and you have saved my life more
times than I can remember. But be
patient, Anakin. It won't be long before
the Council makes you a Jedi Master.
Obi-Wan starts down the ramp, then turns back.
51.
OBI-WAN KENOBI
Don't worry. I have enough Clones with
me to take three systems the size of
Utapau. I think I'll be able to handle
the situation, even without your help.
ANAKIN
Well, there's always a first time.
Obi-Wan laughs. They talk for a few more minutes before
Anakin watches Obi-Wan depart.
ANAKIN
Obi-Wan, may the Force be with you.
OBI-WAN
Good-bye, old friend. May the Force be
with you.
Obi-Wan heads down a ramp toward the waiting Republic
cruiser.
EXT. CORUSCANT - CLONE LANDING PLATFORM - DAY
The Republic cruiser lifts off and heads for space.
INT. REPUBLIC BATTLE CRUISER - HANGAR -SPACE
CLONE TROOPERS stand at attention in rows on the floor of
the hangar deck, waiting to board landing craft.
Obi-Wan stands next to his BLUE JEDI FIGHTER talking to
SEVERAL CLONE COMMANDERS with their helmets off.
A hologram of the planet Utapau is projected by R4-G9
into the middle of the hangar.
CLONE COMMANDER CODY
Fortunately, most of the cities are
concentrated on this small continent
here... on the far side.
OBI-WAN KENOBI
I'll keep them distracted until you get
there. Just don't take too long.
CLONE COMMANDER CODY
Come on, boss, when have I ever let you
down?
They laugh.
52.
OBI-WAN
Cato Nemoidia... for starters.
Obi-Wan climbs into his Jedi Fighter.
CLONE COMMANDER CODY
That was Anakin who was late, I believe.
OBI-WAN
Very well, the burden is on me not to
destroy all the droids before you get
there.
CLONE COMMANDER CODY
I'm counting on it, sir.
EXT. JEDI FIGHTER - SPACE
Obi-Wan blasts the BLUE JEDI FIGHTER out of the Republic
Battle Cruiser and into the hyperspace ring. He heads
for the planet Utapau.
EXT. UTAPAU - SPACE
Obi-Wan blasts out of his Starfighter’s hyperspace ring
and heads for the planet Utapau. The Blue Fighter skims
over the planet's surface, flat except for a few giant
sinkholes.
INT. UTAPAU-LANDING PLATFORM-DAY
Obi-Wan lands his ship on a Platform projecting out of
the side of a giant sinkhole.
All is quiet. A local administrator, TION MEDON, comes
out to greet the ship.
Obi-Wan climbs out of his Fighter as a SHORT GROUND CREW
looks over his ship.
On a ledge above the landing platform, GRIEVOUS's
BODYGUARDS watch as Obi-Wan talks to Tion Medon.
TION MEDON
Greetings, young Jedi. What brings you
to our remote sanctuary?
OBI-WAN KENOBI
Unfortunately, the war.
53.
TION MEDON
There is no war here unless you've
brought it with you.
OBI-WAN KENOBI
With your kind permission, I should like
some fuel and to use your city as a base
as I search nearby systems for General
Grievous.
A GROUND CREW rushes out and refuels Obi-Wan’s Fighter.
Tion Medon leans close to Obi-Wan and speaks quietly.
TION MEDON
He is here! We are being held hostage.
They are watching us.
OBI-WAN KENOBI
I understand.
TION MEDON
The tenth level... thousands of Battle
Droids.
OBI-WAN KENOBI
Tell your people to take shelter. If you
have warriors, now is the time.
Obi-Wan starts back toward his Starfighter as Tion Medon
leaves the platform.
GRIEVOUS'S BODYGUARDS retreat to the overhead platform.
Obi-Wan climbs back into his BLUE JEDI FIGHTER. His
Astro Unit (R4-G9) turns to him.
OBI-WAN KENOBI
Geenine, take the Fighter back to the
ship. I'm staying here. Tell Cody I've
made contact.
The little Astromech BEEPS a reply.
EXT. OBSERVATION DECK - UTAPAU
On a high balcony, Tion Medon looks down on the landing
platform.
A few steps behind him stands one of Grievouu's
Bodguards. They watch the canopy lower.
54.
TION MEDON
I told you, all he wanted was fuel.
BODYGUARD
What was his name?
TION MEDON
He did not say.
They watch as the BLUE JEDI FIGHTER takes off.
INT. LANDING PLATFORM - HALLWAY- UTAPAU
Obi-Wan also watches his ship take off. He’s hiding in
the hallway. He quietly moves farther into the city.
EXT. UTAPAU STAIRWAY - SINKHOLE RIM
Obi-Wan quickly rushes up a stairway cut into the side of
the sinkhole. From an alcove he carefully surveys the
city, then quickly moves on.
INT. CONFERENCE ROOM - GRAND CHAMBER - UTAPAU
General Grievous stands before the COUNCIL OF
SEPARATISTS, including NUTE GUNRAY, RUNE HAAKO, POGGLE
THE LESSER, SHU MAI, SAN HILL, PO NUDO, WAT TAMBOR, and
PASSEL ARGENTE.
Obi-Wan hides above the assembly and watches intently.
GENERAL GRIEVOUS
It won't be long before the armies of the
Republic track us here. I am sending you
to the Mustafar system in the Outer Rim.
It is a volcanic planet which generates a
great deal of scanning interference. You
will be safe there.
NUTE GUNRAY
Safe? Chancellor Palpatine managed to
escape your grip, General, without Count
Dooku. I have doubts about your ability
to keep us safe.
GENERAL GRIEVOUS
Be thankful, Viceroy, you have not found
yourself in my grip. Your ship is
waiting.
Obi-Wan is deep in thought about what action to take.
55.
INT. TENTH LEVEL - CONTROL CENTER
The JEDI removes his cloak and jumps down behind the
cyborg GENERAL.
OBI-WAN
Hello, there!
GENERAL GRIEVOUS
General Kenobi, you are a bold one. I
find your behavior bewildering. Surely
you realize you're doomed.
(to his droids)
Kill him!
About a HUNDRED BATTLE DROIDS surround Obi-Wan, Grievous
and his Bodyguards.
Obi-Wan looks around, then walks right up to the General.
They stare at each other for a moment.
GENERAL GRIEVOUS
Enough of this.
The Bodyguard’s raise their power staffs to knock Obi-Wan
away, but he ducks as the deadly staffs whistle over his
head.
The Jedi's lightsaber ignites, and Obi-Wan deftly cuts
one BODYGUARD in two. His staff flies into the air and
is caught by Grievous.
The other THREE BODYGUARDS attack Obi-Wan with an intense
fury.
Obi-Wan uses the Force to release a piece of equipment
from the ceiling. It drops on the Bodyguards, smashing
them.
Obi-Wan walks toward Grievous, slashing the last
Bodyguard to pieces. BATTLE DROIDS move towards him.
GENERAL GRIEVOUS
Back away. I will deal with this Jedi
myself.
OBI-WAN
Your move.
GENERAL GRIEVOUS
You fool, I have been trained in your
Jedi arts by Count Dooku himself.
56.
His cybernetic arms separate, grab all four lightsabers
on his belt. His four arms create a flashing display of
swordsmanship.
OBI-WAN
And I trained the Jedi who defeated Count
Dooku.
Obi-Wan is hard-pressed to defend himself against the
deadly onslaught.
They fight across the control room as the BATTLE DROID
SHARPSHOOTERS try to pick off the Jedi.
Obi-Wan mounts a ferocious counterattack and cuts off one
of Grievous's hands.
A loud EXPLOSION is heard echoing throughout the
sinkhole. Grievous and Obi-Wan glance to the entrance of
the control center and see CLONE TROOPS in the distance,
attacking DROIDS in the sinkhole.
On the far wall of the sinkhole, Clones are rappelling
onto balconies.
OBI-WAN
I may not defeat your droids, but my
troops certainly will.
GENERAL GRIEVOUS
Army or not, Kenobi, you must realize you
are doomed.
TWENTY CLONES suddenly rappel into the entrance of the
control center, ray guns blazing. Chaos. Laser bolts
fly everywhere as the DROIDS return fire.
Obi-Wan attacks Grievous, who defends himself rigorously
with one of his bodyguard's electro-staffs.
Kenobi uses the Force to hurl the General backwards. He
falls onto a lower platform, Obi-Wan jumps down after
him.
INT. TENTH LEVEL - CONTROL CENTER
More Clones rappel into the control center and blast away
at the remaining Droids.
The JEDI cuts down several Droids as he races to the
entrance of the control center.
57.
Obi-Wan spots Grievous racing toward one of the landing
platforms in the midst of the battle.
General Grievous jumps onto a menacing looking WHEEL
SCOOTER and takes off down the wall of the sinkhole.
Obi-Wan, summoning the Force, leaps down into the
sinkhole after him.
EXT. SENATE OFFICE BUILDING - CORUSCANT - SUNSET
The sun is setting as the lights come on inside the
massive building. The sky is an ominous red.
INT. CHANCELLOR'S OFFICE
Palpatine listens to a delegation from the Senate, which
includes Padme and five other Senators; NEE ALAVAR, Fang
Zar, MALEDEE, SWEITT CONCORKILL and MON CALAMARI.
Anakin stands to one side of the Chancellor.
PALPATINE
I understand your reservations
completely, Senator, and I assure you the
appointment of Governors will in no way
compete with the duties of the Senate.
PADME
May I take it then, that there will be no
further amendments to the Constitution?
PALPATINE
I want this terrible conflict to end as
much as you do, My Lady, and when it does
I guarantee an immediate return to
democracy.
PADME
You are pursuing a diplomatic solution to
the war, then.
PALPATINE
You must trust me to do the right things,
Senator. After all, that is why I am
here.
FANG ZAR
But surely...
The Chancellor turns on Fang Zar.
58.
PALPATINE
I have said I will do what is right, that
should be enough for your . . .
committee.
PADME
On behalf of the "delegation of two
thousand," I thank you, Chancellor.
PALPATINE
I thank you for bringing this to my
attention, Senator.
Padme gives Anakin a frustrated look, then turns and
exits with the other FIVE SENATORS.
PALPATINE
(to Anakin)
Their sincerity is to be admired,
although I sense there is more to their
request than they are telling us.
ANAKIN
What do you mean?
PALPATINE
They are not to be trusted.
ANAKIN
Surely Senator Amidala can be trusted.
PALPATINE
These are unstable times for the
Republic, Anakin. Some see instability
as an opportunity. Senator Amidala is
hiding something. I can see it in her
eyes.
ANAKIN
I'm sure you're mistaken.
PALPATINE
I'm surprised your Jedi insights are not
more sensitive to such things.
ANAKIN
I simply don't sense betrayal in Senator
Amidala.
Palpatine studies Anakin carefully and gives him a
skeptical look.
59.
PALPATINE
Yes, you do, but you don't seem to want
to admit it. There is much conflict in
you, Anakin.
ANAKIN
It’s nothing, Chancellor.
INT. JEDI WAR ROOM - CORUSCANT - EARLY EVENING
Ki-Adi-Mundi, Anakin, Yoda, Mace, Commander Cody, and
AAYLA SECURA talk via holograms.
CLONE COMMANDER CODY
Master Windu, may I interrupt? General
Kenobi has made contact with General
Grievous, and we have begun our attack.
MACE WINDU
Thank you, Commander. Anakin, deliver
this report to the Chancellor. His
reaction will give us a clue to his
intentions.
ANAKIN
Yes, Master.
Anakin leaves the room. Commander Cody's hologram
disappears.
MACE WINDU
The dark side of the Force surrounds the
Chancellor. I sense that he’s a puppet
being controlled from the shadows.
KI-ADI-MUNDI
If he does not give up his emergency
powers after the destruction of Grievous,
then he should be removed from office.
MACE WINDU
That could be a dangerous move. The Jedi
Council would have to take control of the
Senate in order to secure a peaceful
transition.
KI-ADI-MUNDI
...and replace the Congress with Senators
who are not filled with greed and
corruption.
60.
YODA
To a dark place this line of thought will
carry us. Hmmmmm... great care we must
take.
MACE WINDU
With great respect, Master Yoda, I think
we must confront this sooner rather than
later. Who knows what deals are being
made behind Palpatine’s closed doors.
YODA
Then appoint you I do to shadow both
Anakin and the Chancellor.
MACE WINDU
It is done.
EXT. CLIFF AND LANDING PLATFORM - UTUPAU - DAY
As General Grievous reaches the landing platform where
his shuttle is waiting. Obi-Wan drops onto the top of
the starship.
Grievous spins his scooter around and takes off up the
vertical cliff face with Obi-Wan.
The sinkhole is engulfed in a great battle between CLONES
and DROIDS.
The PEOPLE OF UTAPAU cower in whatever shelter they can
find.
EXT. MAIN CITY PLAZA
A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the
DROID ARMY.
The General accelerates off the edge, drives straight
towards Obi-Wan.
GENERAL GRIEVOUS
Prepare to move out of orbit. I will be
up in a few moments.
Obi-Wan sizes up the situation, looking for a way to get
to Grievous. He uses the Force to destabilize the Wheel
Scooter as Grievous charges at him.
Grievous loses control of the Wheel Scooter, leaps out as
it races towards Obi-Wan. Obi-Wan dives out of the way
of the Scooter and it rolls off the edge of the platform.
61.
The two engage in hand-to-hand combat. OBI-WAN struggles
to avoid the deadly blows of the brutal, unstoppable
Droid.
Obi-Wan ignites his lightsaber, Grievous ignites three of
his blades, and the two warriors fight furiously. ObiWan hacks off one of Grievous’s arms but the droid
continues fighting.
Using the Force, Obi-Wan damages Grievous’s stomachplate,
revealing the alien life form's guts encased in a bag
inside the Droid's chest.
The wounded Grievous lunges forward grabs Obi-Wan, hoists
him over his head, and tosses him across the platform.
Obi-Wan dangles off the edge of the platform. He
clutches the rim, trying to hold on.
Obi-Wan gets back on to the platform. Grievous is
wounded badly, and he must now protect his exposed
organs. Obi-Wan sees his chance, uses the Force again to
pressure Grievous’s mechanical shell.
Grievous GROWLS in pain. He may be a deadly swordsman
but he has no Force abilities whatsoever. Obi-Wan
charges forward and in one stroke slices the droid’s legs
off at the waist.
The pathetic form of Grievous lies defenseless on the
ground, a single handless arm remaining of his cyborg
carcass.
Obi-Wan stands over him, victorious at last.
GENERAL GRIEVOUS
(coughing)
This is not the end, Kenobi. The Droid
Armies will never stop.
OBI-WAN KENOBI
Not to worry, General. That is my
problem.
Obi-Wan calls upon the Force, crushes the organ bag
inside the torso’s chest cavity.
Grievous GROWLS one last time, his lifeforce literally
crushed. The General closes his alien eyes.
EXT. LANDING PLATFORM - SUNDOWN
Anakin meets with Padme in the tunnel of a covered
landing platform.
62.
PADME
Anakin, I’m so tired of meeting like
this.
ANAKIN
I hate it just as much as you do.
PADME
How are we supposed to carry on like
this? Meeting in alleyways and tunnels
for the rest of our lives? What do we do
when our child is born.
ANAKIN
I know, Padme. I’m looking for a
solution.
PADME
Why don’t you leave the Order.
ANAKIN
Don’t talk like that.
PADME
It’s the only way. Because of their
rules, their dogmas, we can’t be
together, Anakin.
ANAKIN
I am a Jedi Master.
(angrily)
I’ve trained most all of my life to
achieve this position and you want me to
throw it all away?
PADME
For us, yes, not just for me. Eventually
they’re going to learn the truth.
Anakin and Padme walk out onto the open section of the
landing platform.
ANAKIN
I can prevent that from happening.
PADME
No, no you can’t, Ani. Not even your
powers are that strong.
ANAKIN
This conversation is over for now. I’ll
see you later tonight.
63.
Anakin walks away back into the covered tunnel of the
platform. Padme sobs as she returns to her Speeder Car.
As Anakin walks towards the elevator, a hooded figure
emerges from behind the support beams.
MACE WINDU
Wait right there, Skywalker.
Master Windu throws his hood back.
ANAKIN
(shocked)
Master Windu...
MACE WINDU
I’m the last person you ever expected to
discover your secret, aren’t I?
ANAKIN
You don’t understand, Master.
MACE WINDU
I understand very well, Skywalker. And I
heard every thing.
ANAKIN
What are you going to do now?
MACE WINDU
The only thing there is to do. Turn you
in to the Council and let them decide
your fate.
ANAKIN
They will expel me, Master Windu.
MACE WINDU
Oh, I know they will. I’m counting on
it.
ANAKIN
You’ve never like me. You were always
set against me.
MACE WINDU
From the very first time I met you I knew
there was something wrong with your path.
Your pride was always there and your
destiny has always been clouded in doubt
and fear. I hid my true feelings from
the Council but now I see my instincts
were correct.
64.
ANAKIN
Tread carefully, Master Windu. I am a
Jedi Master as well.
MACE WINDU
Not any more, in my eyes.
Anakin and Windu lock eyes, each trying to guess the
others next move.
ANAKIN
Then I take that as a threat on my...
(ignites his lightsaber)
Life!
Anakin charges his fellow Master. Mace Windu ignites his
distinctive purple blade and parries the blow.
Mace and Anakin have never even sparred, so they briefly
feel each other out.
Padme hears the clashing of the lightsabers, walks back
towards the covered tunnel.
Anakin and Mace fight viciously inside the tight space,
slashing the support beams as they fight off each others
strikes.
MACE WINDU
You finally crossed the line, Skywalker!
I always knew you weren’t cut out to be a
Jedi.
ANAKIN
You’ve made a big mistake, Master Windu.
MACE WINDU
You pride knows no bounds.
Anakin moves away, puts several feet of space between him
and Windu.
ANAKIN
No, my power knows no bounds.
Anakin summons the Force and throws Mace backwards into
the tunnel wall, smashing the glass.
The tunnel rocks as the wind whips in through the
opening. The damaged support beams give way and the
tunnel starts to lean downward.
65.
Mace gets to his feet, but he’s on the lower ground,
sliding downward. He grabs hold of the last beam inside
the structure.
ANAKIN
I’m sorry, Master Windu. But it’s either
you or me.
Padme runs over, holds on to one of the beams.
PADME
Anakin, what are you doing?
ANAKIN
Stay out of this, Padme.
MACE WINDU
Don’t let this happen, Senator!
Anakin Force pushes the beams, bending them further until
they break. Without hesitation, Anakin swings his
lightsaber one last time against the wall, severing the
tunnel in half.
The tunnel falls down towards the endless city of
Coruscant, taking Master Mace Windu to his death.
PADME
Anakin!
Anakin rushes over to console Padme. At first, she tries
to break free from his grasp.
ANAKIN
Stop fighting me, Padme!
PADME
(sobbing)
Let go of me!
ANAKIN
Stop it!
Anakin uses the Force to immobilize her. He backs away,
trying to catch his breath.
Padme is frozen still, seized by the power of the Force.
ANAKIN
He was going to expose me, Padme.
He releases Padme.
66.
ANAKIN
You saw how he threatened me?
Padme gasps for air.
ANAKIN
I’m sorry, are you alright?
Anakin hugs Padme, kisses her hair.
ANAKIN
I’m so sorry.
PADME
What are we going to do now?
ANAKIN
Leave that to me. I’ll take care of
this.
EXT. SPACEPORT - CORUSCANT - DAY
A Republic Transport lands.
Obi-Wan and his remaining Clone Troopers exit the ship.
OBI-WAN KENOBI
Home sweet home.
CLONE COMMANDER CODY
But for how long. Sir?
OBI-WAN KENOBI
We shall leave that up to destiny, Cody.
(pats Cody’s shoulder)
You and your men get some rest. You
deserve it.
CLONE COMMANDER CODY
Will do, sir.
Obi-Wan breathes in the morning Coruscant air, just
content to be out of the warzone for once.
INT. HALLWAY - CHANCELLOR’S QUARTERS - EVENING
Anakin is distressed!
And rightly so. He paces back and forth, his anger and
guilt dueling for control of his emotions. The inner
turmoil breaks free. With his mechanical right arm he
punches a hallway column, shattering it with his fury.
67.
Palpatine emerges from the shadows, as he always does,
rushes over to comfort the troubled Jedi.
PALPATINE
Anakin, what’s the matter?
Anakin continues pacing madly, the only way to sate the
adrenaline still rushing through his system.
ANAKIN
Something’s happened.
PALPATINE
What happened. Tell me?
Palpatine cautiously advances toward Anakin.
ANAKIN
They will never forgive me for this.
PALPATINE
Forgive you for what? Anakin, I can’t
help you if you don’t tell me what’s
wrong.
Anakin slows down his pacing, takes several deep breaths.
ANAKIN
I’ve done something terrible, Chancellor.
He leans his back against the wall, slides his body down
until he’s sitting on the floor.
Only now does Palpatine approach him.
ANAKIN
(looking at Palpatine)
I killed someone, an innocent man.
PALPATINE
I see.
ANAKIN
They’ll never forgive me. I’ll be
expelled from the Order!
PALPATINE
But you are a Jedi. What is it in selfdefense?
Anakin looks up, his eyes bloodshot and red, shakes his
head, no.
68.
ANAKIN
No.
PALPATINE
Who was it, Anakin?
ANAKIN
Master Windu.
PALPATINE
Oh, dear. Does anyone else know about
this?
ANAKIN
I came here straight away. I didn’t know
where else to turn.
PALPATINE
And you did the right thing. Come with
me.
INT. PALPATINE’S OFFICE - EVENING
Anakin sits with his face buried in his hands. Now it is
Palpatine who paces, slowly in front of his lengthy
office window.
PALPATINE
I must ask you what happened, Anakin. I
need the facts If I’m to protect you.
ANAKIN
All this time the Jedi Council has been
watching me... watching us. Master Windu
had been following me for days.
PALPATINE
Go on.
ANAKIN
He confronted me about my relationship to
you. He said I was being corrupted by
your influence.
PALPATINE
And how did you respond to him?
ANAKIN
I told him he didn’t understand, and that
he was suspicious out of pure jealousy.
Palpatine grins, he was never a fan of Master Windu.
69.
PALPATINE
Yes, Master Windu and I never did see eye
to eye.
ANAKIN
He began accusing me of treason to the
Republic, and betrayal of the Jedi. He
knew about Padme.
PALPATINE
It was only a matter of time before that
secret became known.
ANAKIN
He would have exposed me. He was going
to tell the Council everything. Master
Windu always doubted me, ever since I was
a child!
(angrily)
He never wanted to allow me into the
Order in the first place!
PALPATINE
Yes, I know. He doubted the idea of you
being the Chosen One.
Anakin stands up, walks toward Palpatine.
ANAKIN
Chancellor, what am I going to do?
PALPATINE
You are not alone, Anakin. We are going
to handle this... together.
ANAKIN
I can’t involve you in this. You’ve done
so much for me already.
Palpatine moves in close, places his hands on Anakin’s
broad shoulders.
PALPATINE
Anakin, I have always looked after your
best interests, and I shall not abandon
you now in the time of your greatest
need.
ANAKIN
Thank you, Chancellor. You’re the only
one who understands me.
70.
INT. YODA’S QUARTERS - JEDI TEMPLE
Yoda is meditating as Obi-Wan enters.
OBI-WAN KENOBI
Something is wrong, Master Windu has yet
to return.
YODA
Feel a sudden disturbance, I do. At the
Chancellor’s office.
OBI-WAN KENOBI
What is it?
YODA
In grave trouble, Master Windu is. No
longer his Force energy do I feel.
OBI-WAN KENOBI
I’ll go and round up others to accompany
me.
YODA
Spread thin are our numbers, Obi-Wan.
Lifted now is the Dark Side’s veil.
EXT. SKIES OVER CORUSCANT - NIGHT
Padme’s Speeder Car zooms amongst the endless traffic of
the planet.
INT. PADME’S SPEEDER CAR
Padme cries as she navigates through the heavy traffic.
EXT. JEDI TEMPLE - NIGHT
Obi-Wan and Jedi Masters KIT FISTO, Agen Kolar and
SAESEE TIIN exit the massive front doors of the temple
and stride down the equally massive causeway.
INT. CHANCELLOR'S OFFICE - CORUSCANT - NIGHT
Anakin brings news to Palpatine.
ANAKIN
Chancellor, we have just received a
report from Master Kenobi.
71.
(MORE)
He has killed General Grievous. I should
be there fighting with him.
PALPATINE
It is upsetting to me to see that the
Council doesn't seem to fully appreciate
your talents. Don't you wonder why they
won't make you a Jedi Master?
ANAKIN
I wish I knew. More and more I get the
feeling that I am being excluded from the
Council. I know there are things about
the Force that they are not telling me.
PALPATINE
They don't trust you, Anakin. They see
your future. They know your power will
be too strong to control. Anakin, you
must break through the fog of lies the
Jedi have created around you. Let me
help you to know the subtleties of the
Force.
They walk into the hallway.
ANAKIN
(surprised)
How do you know the ways of the Force?
PALPATINE
My mentor taught me everything about the
Force... even the nature of the dark
side.
They stop.
ANAKIN
You know of the dark side?
PALPATINE
Anakin, if one is to understand the great
mystery, one must study all its aspects,
not just the dogmatic, narrow view of the
Jedi. If you wish to become a complete
and wise leader, you must embrace a
larger view of the Force. Be careful of
the Jedi, Anakin.
(pausing)
They fear you. And in time they will
expel you.
ANAKIN
Expel me, for what?
72.
ANAKIN (CONT'D)
PALPATINE
Come now, Anakin, I know that Senator
Amidala is in fact your beloved wife.
Anakin is surprised, a bit angry.
ANAKIN
How do you know this? Who told you?
PALPATINE
Don’t worry, your secret is safe with me.
But if the Jedi, or your dear friend, ObiWan, were ever to find out, the Jedi
would be forced to expel you from the
Order.
Anakin walks over to the massive window, gazes out at the
sky traffic.
ANAKIN
I want the world to know that I love her,
and that we are married.
PALPATINE
I know you do, Anakin. But at what cost?
ANAKIN
Why are you confronting me like this?
PALPATINE
Because I want to help you.
ANAKIN
(looks at Palpatine)
How?
PALPATINE
Let me train you.
ANAKIN
(snickering)
Train me? You’re not a Jedi.
PALPATINE
Oh, no. I am something far more
powerful.
Palpatine turns and walks to the center of the room.
Anakin turns away from the window.
PALPATINE
Only through me can you achieve a power
greater than any Jedi.
73.
Palpatine turns around, reveals his true face. His eyes
glow bright yellow, his voice deepens...
PALPATINE
Learn to know the dark side of the Force,
Anakin, and you will become its most
powerful practitioner.
ANAKIN
You... you’re a Sith.
(it dawns on him now)
You’re Lord Sidious!
PALPATINE
(grinning)
There is none higher, Anakin.
Anakin cannot believe what he’s hearing, or seeing.
ANAKIN
But Count Dooku?
PALPATINE
Darth Tyranus was merely my apprentice.
And a rather convenient means to an end.
Anakin walks away from the window, paces back and forth.
ANAKIN
Then this entire war, all of it, this was
your plan from the beginning!
PALPATINE
Yes, it required years of manipulation to
bring events to where they stand now.
And all the while, underneath the careful
watch of the supposedly wise Order of the
Jedi.
ANAKIN
Then it’s true, the dark side is
stronger.
PALPATINE
More than you could ever imagine.
ANAKIN
I don’t know what to think!
PALPATINE
Erse your mind’s questions and search
your feelings. What do they tell you?
74.
ANAKIN
I can feel your power surging throughout
the room.
PALPATINE
Yes, now seize it and make it yours. Use
my knowledge, I beg you!
ANAKIN
And what happens to Padme?
PALPATINE
She comes with us. Soon the war will be
over, and the Republic must come to an
end.
ANAKIN
And in its place?
PALPATINE
A Galactic Empire, ruled by me and my
apprentice.
Palpatine walks over to Anakin, touches his face. BLUE
STREAMS of Dark Side energy flow from Palpatine’s fingers
into Anakin’s face and body.
ANAKIN
No, what are you doing?
PALPATINE
How does it feel, Skywalker?
Anakin is afraid but he doesn’t resist. The surging Dark
Side power gives him an intoxicating sensation.
ANAKIN
It’s unlike anything I’ve ever known.
PALPATINE
This is just the beginning. Oh, the
things I shall teach you.
ANAKIN
What must I do?
PALPATINE
You have already done what I have asked
of you, and more. By killing Master
Windu you removed the one Jedi who
harbored suspicions about me. His
meddling was growing tiresome, and as for
Master Yoda...
75.
ANAKIN
He is harmless.
PALPATINE
There you are wrong, Anakin. As we
speak, your friends are on their way to
investigate Master Windu’s disappearance.
ANAKIN
Is Obi-Wan with them?
PALPATINE
Indeed he is.
EXT. SENATE OFFICE BUILDING - LANDING PLATFORM - NIGHT
The sky is dark as a JEDI GUNSHIP lands on the Senate
Office Building landing platform.
FOUR JEDI exit the SHUTTLE and enter the Senate Office
Building. Obi-Wan, Agen Kolar, Kit Fisto, and Saesee
Tiin, like gunfighters out of the Old West, walk through
the massive hallway, four across.
INT. LOBBY TO CHANCELLOR'S OFFICE
The Four Jedi enter the lobby, raising their arms, and
send the Chancellor's aide, DAR WAC, flying against the
wall, along with TWO REPUBLIC GUARDS. They storm into
the Chancellor's office.
Palpatine spins around in his chair.
PALPATINE
Master Kenobi, congratulations on your
defeat of General Grievous. How can I
help you?
OBI-WAN KENOBI
Where is Master Windu?
PALPATINE
I’m afraid I do not know. He certainly
isn’t here.
OBI-WAN KENOBI
In the name of the Galactic Senate of the
Republic, you are under arrest,
Chancellor.
PALPATINE
On what charge?
76.
OBI-WAN KENOBI
Treason against the Republic.
PALPATINE
(laughing)
Master Kenobi, without me the Republic
would fall completely apart.
OBI-WAN KENOBI
That’s a risk the Senate and the jedi
Council are willing to take.
PALPATINE
(sighs)
So be it.
Palpatine stands, a laser sword appears out of his cloak
sleeve, and he spins toward the Jedi.
PALPATINE
It's treason, then.
Palpatine darts forward with unbelievable speed and kills
Saesee Tiin before the Jedi can even raise his
lightsaber!
Obi-Wan is gobsmacked by Palpatine’s speed and ability,
always viewing him as a weak old man. But now isn’t the
time to underestimate an opponent.
The Jedi spread out, Agen Kolar and Kit Fisto the closest
to Palpatine.
Obi-Wan cannot engage due to the restricted space, but
this is Palpatine’s plan, knowing Master Kenobi to be a
superior swordsman to the others.
Palpatine easily holds his own against the two Jedi
Masters, forcing them into the narrow hallway where...
Anakin appears, lightsaber in hand, he strikes down Agen
Kolar with a sweeping blow!
Palpatine then quickly moves towards Obi-Wan as Anakin
fights Kit Fisto.
The Jedi Master and the Sith Lord fight their way down
the hallway and into the main office area.
77.
IN THE LOBBY
Kit Fisto is disoriented, finding it hard to believe he’s
fighting the friend and fellow Jedi he’s accompanied on
countless missions.
But this is weakness, and Anakin overpowers him, killing
Master Kit Fisto in a flurry of strikes.
BACK IN THE CHANCELLOR’S OFFICE
Obi-Wan and Palpatine exchange vicious blows, but
Palpatine is faster, almost superhuman.
Palpatine uses the Force to slam Obi-Wan against the
wall, but he recovers before the Chancellor can cut him
down.
Anakin enters the office, hesitates to engage his Master.
OBI-WAN KENOBI
(confused)
Anakin, what are you doing?!
Anakin doesn’t answer, his guilt is overwhelming. His
soul in conflict between the dark side and the light!
PALPATINE
(to Anakin)
I told you it would come to this. I was
right. The Jedi are taking over!
OBI-WAN KENOBI
You old fool. The oppression of the Sith
will never return. Your plot to regain
control of the Republic is over!
PALPATINE
For two-thousand years the Sith have
waited for their chance, and now we rise
to rule forever!
Palpatine charges Obi-Wan overpowering him with a series
of blows.
In the heat of battle, Obi-Wan cuts the window behind the
Chancellor's desk, and it crashes away!
Obi-Wan is forced out onto the ledge, which is twenty
stories up. They fight over the narrow precipice.
They stop as Obi-Wan forces Palpatine to drop his saber.
78.
OBI-WAN KENOBI
Anakin, help me! We can put an end to
the Sith scourge, once and for all!
Anakin puts his hands on his face, his inner conflict
still brewing.
OBI-WAN KENOBI
Anakin, please!
PALPATINE
(chuckling)
The Republic is finished, Master Kenobi!
Palpatine raises his hands, and FORCE LIGHTNING bolts
shoot out. They’re blocked by Kenobi's lightsaber.
OBI-WAN KENOBI
I will kill you myself!
PALPATINE
No! You will die!
Obi-Wan summons all the Force he can, pushes Palpatine
out to the edge of the ledge.
As the Jedi moves closer, the bolts from Palpatine's
hands begin to arch back on him!
The Chancellor's face begins to twist and distort. His
eyes become yellow as he struggles to intensify his
powers.
PALPATINE
He is a traitor, Anakin, help me!
Obi-Wan realizes Anakin is not going to intervene. He
moves in closer, every step redirecting the Force
Lightning back onto Palpatine.
PALPATINE
(to Anakin)
Come to your senses, boy. The Jedi are
in revolt. They will betray you, just as
they betrayed me!
Anakin Force pushes Obi-Wan backwards on the window sill.
Obi-Wan drops his lightsaber out the open window. As ObiWan stares at Anakin in shock, Palpatine springs to life.
The full force of Palpatine's powerful Bolts blasts
Kenobi. He attempts to deflect them with his hands, but
the force is too great.
79.
OBI-WAN KENOBI
Aarrrrggghhhhh...
Palpatine’s face has changed into a horrible mask of
evil. Anakin looks on in horror while Palpatine cackles.
Obi-Wan is near death. The Dark Side magic too strong to
stop. He reaches out to Anakin one last time.
OBI-WAN KENOBI
Anakin, please!
Anakin is immobile, uncaring, unable to reconcile his own
emotions, let alone those of his friend and Master.
But the shred of good still left in Anakin emerges. He
tosses his lightsaber to the floor.
Palpatine doesn’t see this treachery, but Obi-Wan does.
Shifting his focus, Obi-Wan calls Anakin’s saber to him
and once again blocks the Force lightning.
Anakin isn’t finished yet. He then Force pushes Obi-Wan
out of the window!
Unbeknownst to the weakened Palpatine, Anakin does this
to save Obi-Wan’s life.
EXT. PLATFORM LEDGE BELOW CHANCELLOR’S OFFICE
An exhausted Obi-Wan hangs perilously onto a gantry
connected to a platform, twenty stories above the city
below.
The strong winds HOWL, fighting him as he struggles to
lift himself onto the platform.
INT. CHANCELLOR’S OFFICE
Anakin helps the weary Palpatine to his feet. His face
deformed by direct contact with the Force Lightning.
PALPATINE
You have done well, my young apprentice.
ANAKIN
He is my friend, but he was a threat to
us all.
80.
PALPATINE
Yes, this was a difficult test for you, I
know.
Anakin fights to hide his real feelings over Kenobi’s
fate. He can only hope that his Master somehow survived
the fall.
PALPATINE
Come here, my apprentice.
Anakin obeys, kneels before Palpatine.
ANAKIN
I pledge myself to your teachings. To
the ways of the Sith.
PALPATINE
Arise, Darth Vader.
Anakin stands, now knighted as a Dark Lord of the Sith.
EXT. PLATFORM
Obi-Wan lies on his back, exhausted and confused, the
heavy wind gusts swirling around him.
EXT. KASHYYYK - MEETING HALL - DAY
Yoda winces, closes his eyes, and holds his head. He
feels a disturbance in the Force.
INT. CHANCELLOR'S OFFICE - EVENING
Palpatine is putting on his dark cloak. He is now fully
DARTH SIDIOUS, no longer having to conceal his true
identity.
DARTH SIDIOUS
Because the Council did not trust you, my
young apprentice, I believe you are the
only Jedi with no knowledge of this plot.
When the Jedi learn what has transpired
here, they will kill us, along with all
the Senators.
DARTH VADER
I agree, Master. The Jedi's next move
will be against the Senate.
81.
DARTH SIDIOUS
Every single Jedi, including your friend
Obi-Wan Kenobi, is now an enemy of the
Republic. You understand that, don't
you?
DARTH VADER
I fully understand, my Master.
DARTH SIDIOUS
We must move quickly. The Jedi are
relentless. If they are not all
destroyed, it will be civil war without
end. First, I want you to go to the Jedi
Temple. We will catch them off balance.
Do what must be done, Lord Vader. Do not
hesitate. Show no mercy. Only then will
you be strong enough with the Dark Side.
DARTH VADER
What about the other Jedi spread across
the galaxy?
DARTH SIDIOUS
Their betrayal will be dealt with. After
you have killed all the Jedi in the
Temple, go to the Mustafar system. Wipe
out Viceroy Gunray and the other
Separatist leaders. Once more the Sith
will rule the galaxy, and we shall have
peace.
(beat)
But first, I have something to give you.
EXT. MYGEETO - DAWN
The sky slowly awakens on the crystal world of Mygeeto.
A battle rages. Clone troops battle the massed droid
armies across a long bridge.
Ki-Adi-Mundi uses his lightsaber to deflect enemy fire.
CLONE COMMANDER BACARA (1138) exits a Gunship near the
city entrance. He rallies his TROOPS to attack the city,
then gets a message on his comlink. He stops, moves into
the shadows as a HOLOGRAM OF Darth Sidious appears on the
comlink in the palm of his hand.
82.
DARTH SLDIOUS
Commander 1138...
CLONE COMMANDER BACARA
Yes, sir.
DARTH SLDIOUS
The time has come. Execute Order SixtySix.
CLONE COMMANDER BACARA
Yes, My Lord.
Darth Sidious fades, and Bacara snaps the comlink closed
and looks to the main plaza of the city, where Ki-AdiMundi is leading the charge. The clones stop.
Ki-Adi-Mundi turns around and is blasted by clone fire.
He's killed before he can defend himself.
EXT. FELUCIA - FOREST - DAY
A column of CLONE WALKERS marches across the forest
floor. The STRANGE CALLS of the alien forest creatures
of Felucia suddenly stop.
The Jedi Aayla Secura and her Clones brace for an ambush.
AAYLA
Steady... steady...
They all look around for signs of the enemy. CLONE
COMMANDER BLY moves up behind the Jedi.
AAYLA
Bly, do you think they're Droids?
Bly blasts Aayla in the back. The OTHER CLONES fire on
her as she hits the ground.
Another Jedi, BARRISS OFFEE, is cutting down a patrol of
DROIDS when a CLONE WALKING TANK and SEVEN CLONE TROOPERS
round a corner and blast the Jedi away.
EXT. KASHYYYK - MEETING HALL - DAY
Yoda drops his gimer stick, clutches his chest, and rests
against a wall. Through the Force he feels the tragedy
of the Jedi deaths.
83.
EXT. KASHYYYK - EDGE OF VILIAGE - DAY
The battle appears to be over.
WOOKIEES stack destroyed Droids while CLONES assess the
damage to their equipment.
A Jedi, LUMINARA UNDULI, talks with EIGHT CLONE OFFICERS
standing in a circle around her. Suddenly they reveal
their hidden pistols and blast her before she can react.
The Jedi QUINLAN VOS is riding on top of a CLONE TURBO
TANK. The main cannon of a second tank slowly swings to
point right at him and a couple of Clones.
The cannon fires, and Quinlan Vos and the CLONES
disappear in a huge EXPLOSION.
INT. SITH SANCTUARY - UNDERNEATH THE SENATE BUILDING -
NIGHT
Darth Sidious and Darth Vader enter the Sith Lord’s
secret hideout directly beneath the Senate House.
They enter a small chamber where a BLOOD-RED CRYSTAL
glows brightly, providing light to the chamber.
DARTH SIDIOUS
With this crystal shall you forge a new
lightsaber.
DARTH VADER
Thank you, Master.
Vader takes the crystal from its display stand, studies
it intensely.
DARTH SIDIOUS
The Sith grew past the use of
lightsabers. But we continue to use
them, if only to humiliate the Jedi.
INT. CATO NEIMOIDIA - COCKPIT CLONE FIGHTER - DAY
The CLONE PILOT watches a hologram of Darth Sidious.
DARTH SIDIOUS
Execute Order Sixty-Six.
CLONE PILOT
It will be done, My Lord.
84.
INT. CATO NEIMOIDIA - JEDI STARFIGHTER - DAY
Plo Koon heads his ship toward a battle on a landing
platform.
PLO KOON
There they are. Land on the nearest
platform.
EXT. CATO XEIMOIDIA - JEDI STARFIGHTER - DAY
The FOUR CLONE PILOTS with Plo Koon drop back and blast
him out of the sky.
EXT. SALEUCAMI - FOREST
Three Speeder Bikes race through the forest.
A Jedi, STASS ALLIE is in the lead.
The TWO CLONES following her drop back and blast her,
causing her to crash in a huge EXPLOSION.
INT. CORUSCANT - CHANCELLOR'S OFFICE - NIGHT
Darth Sidious stands alone in his private office,
illuminated only from a hologram projector beam from
above.
A small HOLOGRAM OF COMMANDER GREE stands in front of
him.
CLONE COMMANDER GREE
Yes, My Lord.
DABTH SIDIOUS
The time has come. Execute Order SixtySix.
INT. SITH SANCTUARY
Darth Vader holds his newly finished lightsaber hilt. He
makes one final adjustment then ignites his new blade for
the first time.
The bright crimson hue of the plasma illuminates the
chamber and Vader’s yellow eyes.
85.
EXT. KASHYYYK - MEETING HALL BALCONY - DAY
A vista of waterways, high green mesas, and giant tree
cities serves as a backdrop for the fierce battle,
CLONES AND WOOKIEES against TRADE FEDERATION DROID
ARMIES, with treaded tank-like vehicles.
Commander Gree holds his comlink.
CLONE COMMANDER GREE
It will be done, My Lord.
Gree snaps his comlink shut, Yoda watches from the
balcony.
The battle rages as CLONES and WOOKIEES attack DROIDS
coming across the water on CORPORATE ALLIANCE TANK
DROIDS.
Chewbacca and Tarfful stand on either side of the Jedi
Master as he watches the battle below.
Gree and ONE OFFICER walk onto the balcony toward Yoda.
Yoda stands looking over the battlefield below. When
they are close enough, the CLONES reveal their weapons
and fire.
But faster than the CLONES can reveal their weapons, Yoda
ignites his lightsaber, leaps in the air, and beheads
both Clones.
Chewbacca and Tarfful fire their weapons as more Clones
enter the hall.
The Wookiees call out to Yoda to follow them. Chewbacca
picks Yoda up and carries him away.
EXT. PLAZA - JEDI TEMPLE - CORUSCANT - NIGHT
All is quiet and peaceful as FOUR JEDI TEMPLE GUARDS
stand at watch.
In the distance, however, something grabs the attention
of one Guard. He moves from his station out into the
greater plaza of the Temple complex, the distinctive
yellow light of his LIGHTSABER PIKE glowing bright in the
darkness.
The other Guards exchange looks, but stay in their places
even as the object of curiosity for their comrade comes
closer into view.
86.
Now we see it too...
A Republic Gunship flying at full speed... and headed
straight towards the Jedi Temple!
FIRST JEDI TEMPLE GUARD
(to the others)
Sound the alarm!
INT. JEDI TEMPLE
The alarm SOUNDS and instantly several Jedi scramble down
to the main floor.
SECOND LEVEL - JEDI TEMPLE
CIN DRALLIG, the head of the Jedi Guards and Temple
security, looks down at few Jedi available for defense
from the second level balcony. The vast majority of the
Jedi are spread throughout the galaxy fighting the Droid
Armies.
EXT. PLAZA - JEDI TEMPLE
The Republic Gunship drops lower in the sky, aiming for
the massive front doors of the Temple!
FIRST JEDI TEMPLE GUARD
(to the others)
Inside the Temple!
The Jedi Guards retreat to their hidden entrances at the
front of the Temple.
Moments later the speeding Gunship FIRES its front laser
cannons then smashes into the Temple doors, taking out a
large portion of the Temple structure with it.
INT. MAIN FLOOR - JEDI TEMPLE
The Gunship skids several hundred feet into the Temple
interior, knocking out several columns and support beams
with its wings.
As the Gunship comes to a stop, its doors burst open and
Clone Troopers emerge blasting everything in sight.
Anakin, now knighted as Darth Vader, leaps out of the
Gunship donning a long black robe and a RED LIGHTSABER
for the very first time.
87.
Cin Drallig leaps from the second level balcony onto the
Temple floor beside several Clone Troopers. He swiftly
dispatches three Clones with his lightsaber but sets his
sights on the mysterious robed figure engaging the Temple
Guards in combat.
Behind the Gunship Darth Vader takes on all four Temple
Guards! They attack two at a time with their lightsaber
pikes but they’ve never met a foe like this one.
Darth Vader is already one of the most formidable of the
Jedi warriors but the infusion of Dark Side energy has
made him an absolute hurricane of ferocity and skill.
For a moment the Temple Guards keep Vader detained but he
then unleashes his fury and slashes one of them down. A
second Guard moves in and Vader breaks his pike with a
deft blow from his new lightsaber.
The Clone Troopers swiftly occupy the main floor and send
another unit up to the second level to exterminate the
remaining Jedi.
BALCONY - SECOND LEVEL
Cin Drallig leaps over a pile of rubble to enter the fray
just as Vader kills a second Temple Guard.
Now it’s three against one and Vader couldn’t be more
delighted.
DARTH VADER
Is this the best you can do!
Despite the robe and the hood, despite the deepening of
the voice, Cin Drallig knows this face, knows this voice.
CIN DRALLIG
Anakin...
In the moment of his revelation Cin Drellig briefly lets
his guard down and Vader makes sure not to lose the
advantage.
Vader rapidly engages Drallig forcing him on the
defensive. The other two Guards engage Vader from his
flanks but his lightsaber skills are well beyond theirs.
Cin Drallig holds his own but he’s constantly being
forced backwards, never a chance to go on the offensive.
Vader regards the two remaining Temple Guards as pesky at
best.
88.
He ceases his attack on Drellig, engages them both with a
Force push on both of them that sends them crashing into
the Temple columns.
SECOND LEVEL
It’s an absolute massacre!
The Clone Troopers enter various rooms, FIRING
indiscriminately as they go.
Several Clones blast open a door with explosives to
reveal a dozen or more defenseless YOUNGLINGS hiding from
the attack.
The heartless Clones enter the room and FIRE!
MAIN FLOOR - JEDI TEMPLE
Cin Drallig comes at Vader with his lightsaber held high.
DARTH VADER
Now you’re all mine.
CIN DRALLIG
Anakin, I know that is you!
Drellig and Vader clash like two titans, their blades a
flurry of movement.
DARTH VADER
Anakin Skywalker is dead!
Vader delivers a blow so powerful it knocks Drellig
backwards over a pile of rubble.
Drellig gets to his feet quickly as another powerful blow
is already raining down.
CIN DRALLIG
No, he’s not dead, he’s still you! What
has happened to you?
Vader is unmoved by Drellig’s talking, focused solely on
destroying the Temple.
DARTH VADER
Your vain pleas will not save you from
me, Cin Drellig. The Jedi Order is no
more!
89.
They lock blades once again. Drellig is losing strength,
unable to endure the onslaught Vader’s Dark Side fury.
CIN DRALLIG
Don’t do this, Anakin. Don’t let
yourself be consumed by the Dark Side!
DARTH VADER
(grinning)
Misguided fool, there is only the Dark
Side of the Force!
Vader initiates another brutal attack of swift but
powerful blows.
Drellig’s ability to deflect and parry becomes less and
less with every stroke.
DARTH VADER
This is the end for you, Cin Drellig.
Vader severs Drellig’s lightsaber arm at the shoulder.
Drellig falls to the floor in agony.
DARTH VADER
Your faithful service has been
appreciated.
Vader swings his fiery red blade and strikes Drellig
across his torso, killing the dedicated Jedi.
JEDI ARCHIVES
Clone Troopers move throughout the enormous chamber,
searching for survivors.
MAIN FLOOR - JEDI TEMPLE
Darth Vader walks the length of the main floor past the
Gunship wreckage where he encounters Jedi Master SHAAK
TI.
Shaak Ti ignites two lightsabers as Vader approaches her.
She immediately recognizes her former fellow Jedi Master.
SHAAK TI
Anakin!
Vader says nothing, delivers a Force push that throws
Shaak Ti back against the Temple’s rear wall.
90.
SHAAK TI
Why are you doing this?
DARTH VADER
It is better that you save your words and
concentrate on fighting, Jedi.
SHAAK TI
I sense the Dark Side surrounding you!
DARTH VADER
How wise of you.
Shaak Ti advances and they lock blades.
JEDI ARCHIVES
The Clone Troopers continue their search for the Jedi.
Jedi archivist JOCASTA NU emerges from a hidden alcove
and moves stealthily behind the clueless Clones. She
enters a smaller room where she activates a HOMING BEACON
for the Jedi.
EXT. CITYSCAPE - CORUSCANT - PRE-DAWN
The city planet is covered in a hazy glow. A column of
black smoke can be seen rising in the distance.
Bail Organa's Speeder flies overhead, straight toward the
smoke.
EXT. JEDI TEMPLE - LANDING PLATFORM
The Jedi Temple is on fire!
Large plumes of smoke billow toward the sky as Bail lands
his Speeder on a Jedi Temple platform.
FOUR CLONE TROOPERS stand guard at the entrance to the
Temple. They lower their guns as Bail gets out of his
Speeder and walks toward them.
BAIL ORGANA
What's happened here?
CLONE SERGEANT
There's been a rebellion. Don't worry,
sir, the situation is under control.
The Clones bar the Senator from entering the Temple.
91.
CLONE SERGEANT
I'm sorry, sir. No one is allowed entry.
The Clones point their guns at Bail and cock them.
CLONE SERGEANT
It's time for you to leave, sir.
BAIL ORGANA
(reluctantly)
And so it is.
Bail saunters hack toward his Speeder, suspicious of
what’s taking place.
Suddenly, several SHOTS RING OUT!
Bail turns and sees a ten-year-old Jedi, ZETT JUKASSA,
fighting the Clones.
Several more CLONES join in the fight, followed by CLONE
COMMANDER APPO (1119), who points at Bail.
CLONE COMMANDER APPO
Don’t let him get away! Shoot him!
Several Clones start FIRING at Bail.
The Senator jumps for cover behind his Speeder, starting
the engines and pulling out his laser pistol.
The brave YOUNG JEDI cuts down several Clones, including
Appo, before he’s overrun and shot.
BAIL ORGANA
No!
The Speeder takes off with Bail clinging to the side.
The Clones FIRING at it as it disappears into the
cityscape.
EXT. CITYSCAPE
Bail struggles to pull himself into the Speeder as it
races along through the cityscape. Finally, he climbs
in, just as the Speeder is about to hit a building. He
steers clear of the building and races away.
92.
INT. MAIN FLOOR - JEDI TEMPLE
Darth Vader and Shaak Ti are locked in battle. The
intensity is magnified as the Togruta Master wields two
lightsabers.
DARTH VADER
There is no escape from this Temple.
SHAAK TI
I cannot believe what’s happened to you,
Anakin.
Hearing his true name only further enrages Lord Vader’s
immense anger.
DARTH VADER
Anakin was a fool! I am a Lord of the
Sith!
SHAAK TI
Yes, only a fool would follow the path of
darkness.
Shaak Ti manages to drive Vader backwards for the first
time in the duel. She is a formidable swordsman even
amongst the Jedi.
Vader is backed against a column and Shaak Ti doesn’t
hesitate to charge, but Vader is as strong with one hand
as he is with two because of his mechanical enhancement.
SHAAK TI
I can feel all the fear and anger that
you’ve kept inside all these years. Let
me help you, Anakin, it’s not too late.
DARTH VADER
I no longer need the help of the Jedi!
Vader Force chokes Shaak Ti, lifts her ten feet into the
air!
DARTH VADER
I am now more powerful than you could
ever imagine!
From the shadows emerges another Jedi, SHA KOON, niece of
the dead Master Plo Koon, rushes towards Vader with her
lightsaber in hand.
SHA KOON
Stop!
93.
Sha Koon distracts Vader long enough for him to release
Shaak Ti. She attacks him with more ferocity than any of
the previous combatants.
Shaak Ti falls hard to the ground, injuring her leg.
Vader and Sha Koon go at it like seasoned masters of a
hundred battles.
Shaak Ti gets to her feet and joins the fight. Now it’s
three lightsabers versus one!
JEDI ARCHIVES
Jocasta Nu is nearly to safety when she’s spotted by a
Clone.
CLONE TROOPER
I found one!
Jocasta Force pushes the Clone out of the way and heads
for the exit. When she opens the blast door a platoon of
Clones are standing there, blasters at the ready.
We hear the laser FIRE of their blasters as Jocasta Nu is
gunned down.
MAIN FLOOR
The battle rages on between Darth Vader, Sha Koon and
Shaak Ti. Incredible lightsaber skills are on display by
the three Masters.
DARTH VADER
Enough of this!
Vader summons the Force, pulls Shaak Ti towards him and
impales her on his red blade.
Sha Koon then slices Vader’s shoulder while his
lightsaber is indisposed.
Before Vader can get to her Sha Koon flees the Temple.
EXT. JEDI TEMPLE
Sha Koon kills several Clone Troopers as she escapes the
massacre.
94.
INT. MAIN FLOOR - JEDI TEMPLE
The Clone Troopers report to Darth Vader, who stands over
the body of Shaak Ti.
DARTH VADER
Did you kill them all, Sergeant?
CLONE SERGEANT
Yes, Lord Vader.
DARTH VADER
Good. Burn the Temple to the ground.
EXT. JEDI TEMPLE
Darth Vader and the Clone Troopers walk down the main
promenade of the plaza as the Temple burns in gigantic
flames behind them.
EXT. KASHYYYK - LAKE ON VILLAGE EDGE - DUSK
Clones in modified one-man AT-ST's and Swamp Speeders
flash their searchlights across the gloomy lake. The
light of one of the AT-ST's spots something floating in
the water.
It’s what's left of a Wookiee catamaran. The Wookie
Tarfful, lies across the stern of the wreckage of the
flying boat. There is some movement on the boat.
The CLONE SERGEANT on the AT-ST fires a warning shot past
the boat.
AT-ST CLONE SERGEANT
Everyone out of there!
CLONE SERGEANT
Did you find something?
CLONE TROOPER
It's nothing, nothing. All these
Wookiees are dead.
CLONE SERGEANT
Move to the east.
CLONE TROOPER
Yes, sir.
Suddenly, Chewbacca climbs up behind the AT-ST CLONE,
dripping wet, and throws the CLONE SERGEANT into the
water. Chewie BARKS.
95.
Tarfful jumps up in the boat, Yoda pops up from
underneath a tarp.
YODA
Safe to leave now, it is.
Tarfful climbs onto the AT-ST with Chewie.
YODA
Not far, are we, from the emergency ship.
Quickly...
The Wookies follow on the AT-ST.
The Clones continue to search the swamp.
EXT. SENATE OFFICE BUILDING - UNDERGROUND STARSHIP
LANDING PLATFORM - DAY
Bail Organa walks out of a tunnel onto a huge platform
with two of his AIDES. He’s stopped by TWO ROYAL GUARDS.
ROYAL GUARD
Identification.
BAIL ORGANA
Senator Bail Organa of Alderaan.
Bail and his Aides hand them their ID cards.
The ROYAL GUARDS check them over and give them back, then
Bail and his Crew walk on board his Starship.
EXT. SENATE OFFICE BUILDING - UNDERGROUND LANDING
PLATFORM
The platform rises to the surface of the Office Building.
The ALDERAAN STARCRUISER takes off and disappears into
the crisp morning sky.
INT ALDERAAN STARCRUISER - HALLWAY
Bail is greeted by CAPTAIN ANTILLES and TWO ALDERAAN
TROOPERS.
BAIL ORGANA
Were you able to get hold of a Jedi
homing beacon?
96.
CAPTAIN ANTILLES
Yes, sir. We've encountered no
opposition. The clones are still a bit
confused. It appears no one is in
command.
BAIL ORGANA
That will change soon. Hopefully we will
be able to intercept a few Jedi before
they walk into this catastrophe.
INT. PADME’S APARTMENT - NIGHT
Anakin enters, Padme runs to his arms.
PADME
I was worried about you. I heard news
that there was fighting at the Temple.
She notices the gash on his shoulder.
PADME
You’ve been injured.
ANAKIN
It’s nothing. You’ll want to sit down to
hear this.
They sit down on the large sofa.
ANAKIN
There was an insurrection. The Jedi
turned against the Chancellor.
PADME
(shocked)
I can’t believe it.
ANAKIN
Neither could I, until I saw it with my
own eyes.
PADME
Is it because of what happened between
you and Master Windu?
ANAKIN
They were upset the Chancellor put me on
the Council, but the division was there
long before these troubles.
97.
PADME
Then what does this mean for the
Republic, for you?
ANAKIN
It means I’m no longer a Jedi. Now we’re
free like we’d hoped to be.
PADME
And Obi-Wan? What happened to him?
ANAKIN
I don’t know. He disappeared once the
Clones were called in.
Padme gets up, paces in front of Anakin.
PADME
This is all so much to take in.
(upset)
Master Kenobi was your best friend, our
friend.
ANAKIN
No one could have foreseen this
happening. Perhaps it’s best in the
meantime that you go home to Naboo until
this all settles down.
He stands, holds Padme’s hands.
ANAKIN
Let our child be born there instead of
here where there’s so much turmoil.
PADME
How soon will you be able to join me?
ANAKIN
Just as soon as I’m able. Certainly the
Chancellor will allow me to leave.
PADME
Then it’s settled.
They kiss.
PADME
What are you If you’re no longer a Jedi?
ANAKIN
I’m my own master now.
98.
EXT. JEDI TEMPLE - DAY
The injured Obi-Wan limps towards the burning building.
Several Clones stand guard outside. The occupying Clones
belong to Ghost Company, who Obi-Wan personally commanded
as General throughout the war.
Obi-Wan distracts with a Jedi trick, creating a noise
ripple with the Force, then sneaking inside.
INT. JEDI TEMPLE - LATER
Obi-Wan enters what’s left of the Temple, large portions
of the building are still on fire.
Clones patrol the ruins looking for survivors or
returning Jedi.
Two Clones guard the entrance to the Jedi Archives. ObiWan sneaks up and swiftly kills them.
As Obi-Wan enters, another Clone watches him down the
hallway.
JEDI ARCHIVES
Obi-Wan navigates through the burning library towards the
records room.
Thousands of years worth of artifacts and data are up in
flames!
Obi-Wan activates the homing beacon. A Hologram of Bail
Organa appears.
OBI-WAN KENOBI
Senator, this is General Kenobi. Are you
alright?
BAIL ORGANA
(holo)
Is it ever good to hear your voice,
General. Thank goodness you’re alive.
OBI-WAN KENOBI
I don’t have much time. The Temple is
close to collapsing.
BAIL ORGANA
(holo)
Stay put, I’m on my way to get you.
99.
The ceiling collapses inside the library. Obi-Wan rushes
to safety before the entire Archive chamber is engulfed
in flames.
HALLWAY OUTSIDE ARCHIVES
Obi-Wan enters the hallway where Commander Cody is
waiting, his blaster aimed at his former General.
CLONE COMMANDER CODY
Stop right there, Jedi.
Obi-Wan stops, shows he has no visible weapon.
OBI-WAN KENOBI
Cody, it’s me, General Kenobi. Surely
you remember me?
CLONE COMMANDER CODY
I don’t know what you’re talking about.
All I see is a Jedi, and that makes you a
traitor.
Burning debris falls from the ceiling around them.
Obi-Wan uses a mind trick to delay the Cody’s actions
since the Clones are programmed to kill all Jedi on
sight.
OBI-WAN KENOBI
We’re both going to die if we don’t leave
here now.
CLONE COMMANDER CODY
I laugh at death. Ghost Company Clones
were born to die.
Cody raises his blaster for a head shot.
OBI-WAN KENOBI
Very well...
He Force chokes Cody, who drops his blaster.
The falling debris intensifies, intense fires all around
them now.
OBI-WAN KENOBI
I’m sorry, Cody.
Obi-Wan Force pushes his Clone friend backwards into the
fire. The flames swiftly engulf and kill him.
100.
INT. PALPATINE’S OFFICE - NIGHT
Darth Vader reports to his new master.
DARTH SIDIOUS
Was your mission accomplished, Lord
Vader?
DARTH VADER
Yes, my Master.
DARTH SIDIOUS
And yet I sense the presence of some
Jedi.
DARTH VADER
The niece of Plo Koon escaped during the
fight, but she is of no consequence. I
will hunt her down as I do the others.
DARTH SIDIOUS
Excellent. Reports are coming in from
the furthest reaches of the galaxy. The
Jedi have been defeated.
DARTH VADER
Good. Let the rule of the Empire
commence.
EXT. LANDING PLATFORM - JEDI TEMPLE
Obi-Wan waits as Bail Organa’s Starcruiser lands.
INT. ALDERAAN STARCRUISER
The door to the main hallway slides open.
Obi-Wan enters and is greeted by Yoda and Bail. The
three of them walk down the hallway.
BAIL ORGANA
You made it. We feared the worst.
YODA
Master Kenobi, dark times are these.
Good to see you, it is.
OBI-WAN
You were attacked by your Clones, as
well?
101.
YODA
With the help of the Wookiees, barely
escape, I did.
OBI-WAN KENOBI
How many other Jedi managed to survive?
YODA
Heard from no one, have we.
BAIL ORGANA
I saw hundreds of troops attack the Jedi
Temple. That's why I went looking for
Yoda.
OBI-WAN KENOBI
Have we had any contact from the Temple?
YODA
None.
OBI-WAN KENOBI
I saw no survivors there. The Clones
killed everybody. I’m afraid the Temple
is destroyed.
BAIL ORGANA
I was denied entry to the Temple. The
Clones killed Younglings while I was
there.
OBI-WAN
Anakin has turned to the Dark Side. He
is now a slave to Palpatine.
YODA
Darth Sidious, you mean.
OBI-WAN KENOBI
I failed with Anakin, Master Yoda. This
is partly my failure.
YODA
Our failure, this is not. Chose his own
path, did he.
OBI-WAN KENOBI
But how could Anakin have fallen so
quickly and completely?
YODA
Tempted by the Dark Side has he always
been. Promised him unlimited power,
Darth Sidious has.
102.
BAIL ORGANA
Where do we go from here?
OBI-WAN
There is too much at stake here, and we
need a clearer picture of what has
happened.
YODA
I agree. In a dark place we find
ourselves. More knowledge, do we need.
BAIL ORGANA
In the meantime I need to contact my
allies in the Senate. Palpatine’s next
move could prove crucial to the future of
the Republic.
EXT. MUSTAFAR - LAVA FIELDS - DAY
Workers move across the lava beds, gathering the magma.
A column of aliens riding giant MUSTAFAR FLEAS marches
forward.
INT. MUSTAFAR - MAIN CONTROL CENTER - DAY
A HOLOGRAM of Darth Sidious is in the center of the room.
Nute Gunray and the REST OF THE SEPARATIST COALITION
watch Sidious.
NUTE GUNRAY
The plan has gone as you had promised, My
Lord.
DARTH SIDIOUS
You have done well, Viceroy. When my new
apprentice, Darth Vader, arrives, he will
take care of you.
The hologram disappears.
INT. ALDERAAN STARCRUISER - COCKPIT
The Republic Cruiser heads toward Coruscant.
Obi-Wan, Bail, Yoda, and TWO PILOTS sit in the cockpit.
PILOT
We are receiving a message from the
Chancellor's office, sir.
103.
BAIL ORGANA
Send it through.
PILOT
Yes, sir.
The Pilot pushes some buttons.
MAS AMEDDA appears on screen.
MAS AMEDDA
Senator Organa... the Supreme Chancellor
of the Republic requests your presence at
a special session of Congress.
BAIL ORGANA
Tell the Chancellor I will be there.
MAS AMEDDA
Very well. He will be expecting you.
Mas Amedda's image disappears from the screen.
BAIL ORGANA
It could be a trap.
OBI-WAN KENOBI
No, I don't think so. The Chancellor
will not be able to control the thousands
of star systems without keeping the
Senate intact.
BAIL ORGANA
I’ve arranged a secret meeting with Mon
Mothma and Garm Bel Iblis. In the Senate
I must act as if nothing’s happened and I
am not sympathetic towards the Jedi.
YODA
Right you are. Branded traitors, all
allies of the Order will be.
EXT. CORUSCANT - SENATE LANDING PLATFORM - LATE DAY
Obi-Wan, Bail, and Yoda land on Coruscant. The elevator
door opens, and they step out.
GUARD
Welcome back, Senator. May I see your
clearance?
BAIL ORGANA
Certainly.
104.
GUARD
Thank you, you may proceed. We will take
custody of the Jedi.
Obi-Wan utilizes the Jedi mind trick.
OBI-WAN KENOBI
It would be better if we stayed with the
Senator.
GUARD
It would be better if they stayed with
you.
Bail nods to Obi-Wan, then he and his Aides enter the
Senate Building.
Yoda and Obi-Wan head for the Jedi Temple.
EXT. MUSTAFAR - JEDI STARFIGHTER - SPACE
Vader's Jedi Starfighter heads for the hazy blood-red
volcanic planet of Mustafar.
EXT. MUSTAFAR - LANDING PLATFORM - DAY
Vader flies over the volcanoes of Mustafar, lands his
Jedi Starfighter on a complex of platforms. His cockpit
opens as R2-D2 pops from the ship with a BEEP.
DARTH VADER
Artoo, stay with the ship.
Artoo lets out a sad little BEEP and moves back toward
the ship.
EXT. MUSTAFAR - LANDING PLATFORM - DAY
Vader pulls on his hood, walks across a lengthy walkway.
INT. MUSTAFAR - MAIN CONTROL CENTER
Vader appears in the doorway of the control center.
NUTE GUNRAY
Welcome, Lord Vader. We've been
expecting you.
Everyone in the room looks to him as he raises his hand
towards a control panel, and all the exits close.
105.
The confused SEPARATISTS look around in bewilderment.
EXT. JEDI TEMPLE - LATE DAY
Thick smoke from the smoldering shell of the Jedi Temple
fills the air with a brown haze.
INT. JEDI TEMPLE - MAIN ENTRANCE
A DOZEN Clone Troopers stand guard at what used to be the
entrance of the Temple.
Suddenly there is a flash of a lightsaber, a flurry of
confusion, and all the Troopers are dead on the floor.
Yoda and Obi-Wan stand in the middle of the carnage.
OBI-WAN
There are Clones on every level. They’re
looking for survivors
YODA
Nothing more for us here, there is.
Rebuild one day, we will.
EXT. CORUSCANT - SENATE BUILDING - SUNSET
The awesome Senate Building looms over the city. The
endless traffic continues to clutter the skyline.
INT. SENATE CHAMBER
The Chancellor is in the podium in the center of the vast
arena giving a speech.
Mas Amedda stands to the right of SIDIOUS.
Bail Organa walks through the hallway of the Main Senate
Chamber. He enters the Senate Pod of Naboo and sits next
to Padme and her Handmaidens.
Bail doesn’t reveal to her that he knows Anakin has
turned to the Dark Side.
PALPATINE
...and the Jedi Rebellion has been
foiled.
BAIL ORGANA
I was detained. What's happening?
106.
PADME
The Chancellor has been elaborating on a
plot by the Jedi, to overthrow the
Senate.
BAIL ORGANA:
That's not true!
PADME
He's been presenting evidence all
afternoon.
BAIL ORGANA
And the Senate will go along with it,
just like they always do.
PALPATINE
The remaining Jedi will be hunted down
and defeated.
(applause)
Any collaborators will suffer the same
fate.
(applause)
These have been trying times, but we have
passed the test.
INT. MUSTAFAR - MAIN CONTROL CENTER
Lord Vader ignites his lightsaber, Nute and the OTHERS
panic.
The DROIDS at the controls and the GUARDS grab their
weapons, but it is too late. They are cut down in a
flash.
The Separatists bang on the doors, and Nute and Rune
Haako flee under a table.
Vader, stone-faced, moves through the room like the grim
reaper. Bodies drop everywhere. SCREAMS are cut short
as the head of the Banking Clan dies.
Then Poggle The Lesser loses his head. Wat Tambor, Shu
Mai, and the remaining Separatists run into the
conference room.
INT. SENATE CHAMBER - CORUSCANT
Darth Sidious in the guise of the Chancellor continues
his diatribe.
107.
PALPATINE
The attempt on my life has left me
scarred and deformed, but I assure you my
resolve has never been stronger.
Applause from the Senate.
INT. MUSTAFAR - MAIN CONTROL CENTER
In the hallway, Vader cuts down Droids and Separatists
alike. He is unstoppable. Vader turns his head, his
eyes are yellow, the mark of a Sith.
INT. SENATE CHAMBER
Palpatine continues his speech at the podium.
PALPATINE
The war is over.
(applause)
The Separatists have been defeated,
(applause)
and the Jedi rebellion has been foiled.
We stand on the threshold of a new
beginning.
There is a long period of APPLAUSE.
PADME
Well, this is the moment we discover if
he intends to return the Republic to a
democracy.
PALPATINE
In order to ensure our security and
continuing stability, the Republic will
be reorganized into the first Galactic
Empire, for a safe and secure society
which I assure you will last for ten
thousand years.
There is a loud, sustained CHEER from the Senate.
Bail and Padme sit, dumbfounded by Palpatine’s rabid
support.
PALPATINE
An empire that will continue to be ruled
by this august body, and a sovereign
ruler chosen for life...
The Senate CHEERS again. Bail and Padme are devastated.
108.
PALPATINE
An empire ruled by the majority... ruled
by a new constitution...
The Senate APPLAUDS.
PADME
So, this is how liberty dies, with
thunderous applause.
BAIL ORGANA
We cannot let this happen.
PADME
There will be another time, Bail.
BAIL ORGANA
And that time is now. Come with me.
INT. MUSTAFAR - MAIN CONTROL CENTER - CONFERENCE ROOM
After everyone in the Main Control Room is dead, Vader
moves to the small conference room where Wat Tambor, Shu
Mai, and some OTHER SEPARATISTS are hiding.
Rune Haako tries to run but is trapped by a dead-end as
Vader advances.
RUNE HAAKO
Stop! Enough, this is not right!
Rune is cut down. Nute Gunray crawls out from under the
table and opens the Main Door, allowing DESTROYER DROIDS
to enter.
Wat Tambor is cut down, along with Shu Mai.
DESTROYER DROIDS appear in the doorway and blast away,
causing total destruction.
When the firing is over, Vader is gone.
Blown away? No. Vader drops from the ceiling behind the
Two Droids and cuts them to pieces.
INT. MAIN CONTROL CENTER - HALLWAY
Nute Gunray is the last Separatist leader alive.
Vader moves on to find Gunray cowering in an alcove.
109.
NUTE GUNRAY
(terrified; pleading)
The war is over. Lord Sidious promised
us peace... we only want...
Gunray is cut down in mid-sentence by the red lightsaber.
INT. MAIN CONTROL CENTER
Darth Vader surveys the slaughter with a crazed look in
his eyes.
INT. CONTROL CENTER - BALCONY
Vader stares out at Mustafar, standing on the control
room balcony.
INT. PADME’S APARTMENT - EVENING
Padme, Bail, Yoda and Obi-Wan meet in her apartment.
Threepio brings them all refreshments.
OBI-WAN KENOBI
What we’re about to tell you, Padme, will
come as a great shock. Anakin has turned
to the Dark Side.
PADME
The Dark Side?
OBI-WAN KENOBI
Of the Force.
BAIL ORGANA
And Chancellor Palpatine has revealed
himself to be a Sith Lord.
PADME
I, I don’t know how to take all of this.
OBI-WAN KENOBI
Where is Anakin?
PADME
I don’t even know. He said he was going
to handle some business for the
Chancellor.
BAIL ORGANA
When was the last time you saw him?
110.
PADME
I’m not sure... I don’t see him all
the...
OBI-WAN KENOBI
Padme, it’s alright. We know your
secret.
Padme sighs, almost relieved to get it off her chest.
PADME
A couple of days ago.
OBI-WAN KENOBI
And you didn’t notice anything strange
about his behavior?
PADME
No, nothing. He was just happy to have
his new position.
Yoda sits quietly, studying Padme’s every word and
nuance.
PADME
I’m sorry, you’ll have to excuse me.
(standing)
This is all too much.
Padme leaves the room, Threepio follows after her.
Bail and Obi-Wan exchange worried looks.
YODA
Strange, this is.
OBI-WAN KENOBI
What is it, Master?
YODA
Hiding something, she is. Knows where
Anakin is, she does.
BAIL ORGANA
I’ve known her all these years.
(gets up, paces)
I can’t believe she’d lie to our faces
like this.
YODA
Lying, she is.
111.
OBI-WAN KENOBI
You have to remember, Senator, under the
circumstances her loyalty would be to
Anakin first and foremost.
YODA
Precisely the reason forbidden attachment
is for a Jedi.
BAIL ORGANA
How do we handle this?
OBI-WAN KENOBI
We wait. She will lead us straight to
Anakin sooner or later.
PADME’S ROOM
Padme’s ear is against the door.
OBI-WAN KENOBI (O.C.)
Thank you for your time, Senator. We
will show ourselves out.
PADME
Threepio, have the crew prepare my ship
for immediate departure.
C-3PO
As you wish, my Lady.
INT. SENATE ARENA - CHANCELLOR'S HOLDING OFFICE - SUNSET
A HOLOGRAM OF Vader appears before Palpatine in his
office at the bottom of the Senate Arena.
DARTH VADER
The Separatists are taken care of, My
Master.
DARTH SLDIOUS
It is finished, then. You have restored
peace and justice to the galaxy. You
have done well, Lord Vader.
DARTH VADER
Thank you, My Master.
112.
INT. MUSTAFAR - COXFERENCE ROOM - DAY
A Hologram of Sidious speaks with Vader in the Mustafar
control room.
DARTH SLDIOUS
Send a message to the ships of the Trade
Federation. Tell them the Separatist
leaders have been wiped out. Grievous
and Dooku have been destroyed. All droid
units must shut down immediately.
DARTH VADER
Very good, My Lord.
EXT. ENTRANCE TO UNDERGROUND LEVELS - CORUSCANT - DAY
A taxi skiff descends into a massive circular pit on the
surface of the city.
Numerous other transports descend and ascend into
Coruscant’s notorious underworld levels.
INT. SMUGGLER’S TAVERN - LEVEL 333
Bail meets with Mon Mothma and the Corellian Senator GARM
BEL IBLIS inside a seedy dive for smugglers and bounty
hunters, 333 levels beneath the city surface.
GARM BEL IBLIS
Could you have picked a more out of the
way place, Bail?
BAIL ORGANA
We can’t afford to take any chances. A
purge by the Chancellor has already
begun.
MON MOTHMA
He speaks the truth, Garm. The mere
subject of this discussion would be
enough to have us arrested for high
treason.
GARM BEL IBLIS
Treason, you say? I’m all ears.
BAIL ORGANA
Firstly, I fear for the future of the
Senate based upon the present situation.
Palpatine ordered the termination of the
Jedi Order.
113.
MON MOTHMA
Such an extreme policy cannot go
unheeded.
GARM BEL IBLIS
I don’t disagree with you there.
BAIL ORGANA
Then join with us, Garm, in the formation
of a galactic rebellion.
GARM BEL IBLIS
A rebellion? With what resources?
MON MOTHMA
This would be our second order of
business. No one says there will be an
immediate result.
GARM BEL IBLIS
Time is against us all, Mon Mothma. I’m
sure I could muster my fair share of
logistical equipment and such, but for
the long haul? Who else stands with you?
Bail and Mon Mothma exchange looks.
BAIL ORGANA
(beat)
I’m afraid our alliance is limited to the
three persons present at this table.
Bel Iblis belts out a hearty ROAR of laughter.
GARM BEL IBLIS
Are you mad? This is no rebellion!
BAIL ORGANA
Keep your voice down.
GARM BEL IBLIS
I’m afraid you’ll have to do much better
than this. Corellians are a people of
action, and this is all talk.
He gets up to leave.
MON MOTHMA
Garm, please hear us out...
GARM BEL IBLIS
I’ve heard my fill. Come to me when you
have something more substantial to offer.
114.
(MORE)
Until then, I see no reason to leave the
Republic.
BAIL ORGANA
Fine. But what you don’t understand is
that there is no more Republic, you just
don’t realize it.
Garm leaves the tavern.
EXT. MUSTAFAR - LANDING PLATFORM - DAY
Vader sees Padme's ship arriving on the screen and goes
out to meet her.
The sleek NABOO SKIFF lands on the Mustafar landing
platform near Vader's GREEN STARFIGHTER.
Vader runs up to the SKIFF as the ramp lowers. Padme
runs to him.
DARTH VADER
Padme, I saw your ship...
They embrace.
PADME
Oh, Anakin!
DARTH VADER
It's all right, you're safe now. But I
told you to go to Naboo. This changes
everything.
PADME
I was scared, I didn’t know what to do.
Obi-Wan came to see me, with Master Yoda
and Senator Organa.
DARTH VADER
Obi-Wan? He’s alive?
PADME
Yes. They were trying get information
from me, about you.
DARTH VADER
And what did you tell them?
PADME
Nothing. But they know that we’re
married.
115.
GARM BEL IBLIS (CONT'D)
DARTH VADER
(snickering)
It doesn’t even matter now. Things are
going to be completely different for us.
Padme hugs him tightly.
PADME
So, what do we do now?
DARTH VADER
We’re free to live our lives now, like
we’ve always wanted.
Out of nowhere, we hear a familiar voice...
OBI-WAN KENOBI (O.C.)
What happened, Anakin?
Vader turns and sees Obi-Wan saunter down the ship’s
ramp! He snuck on board knowing Padme would lead him
right to Anakin.
OBI-WAN KENOBI
Where did it all go wrong?
Padme pulls away from Anakin, surprised to see the Jedi.
DARTH VADER
What are you doing here?
PADME
He must have stowed away. I swear I
didn’t know he was on board, Anakin!
DARTH VADER
Go to the control tower, Padme.
OBI-WAN KENOBI
No, why don’t you stay and listen to what
your husband has become.
DARTH VADER
Shutup, Obi-Wan. Padme, do as I say.
(angrily)
Now!
Padme hesitates, part of her desperately wants to hear
what Obi-Wan has to say.
OBI-WAN KENOBI
How many lives have you taken, Anakin?
How many lives did it take for your get
what you wanted?
116.
DARTH VADER
I have chosen my own path, Not the one
you would have me take.
Obi-Wan walks towards his former apprentice.
OBI-WAN KENOBI
That much is for certain. Master Windu
was right about you. About your
overwhelming pride and arrogance. Did
you feel any guilt after you killed him?
DARTH VADER
Master Windu attacked me. I had no
choice.
OBI-WAN KENOBI
There is always a choice, Anakin.
DARTH VADER
I spared your life at the Chancellor’s
office. You shouldn’t have come back.
OBI-WAN KENOBI
Unlike you, I do feel guilty, about the
way I failed you. I thought I could
train you as well as Yoda himself.
DARTH VADER
I absolve you of your guilt, Obi-Wan, but
I have a new master now.
OBI-WAN KENOBI
Yes, I know.
DARTH VADER
You’ve left me no choice but to kill you.
Obi-Wan cannot believe how far his student has fallen.
OBI-WAN KENOBI
We were friends, Anakin, fellow Jedi
serving a greater purpose than ourselves.
Doesn’t that mean anything to you?
DARTH VADER
(beat)
My name is Darth Vader.
Vader ignites his lightsaber.
Obi-Wan knows now there is no turning back. Either he or
Anakin will die on this obscure, out-of-the-way rock of a
planet.
117.
Padme intervenes, stands in between Vader and Obi-Wan.
PADME
(pleading)
Anakin, stop! Things don’t have to end
this way.
DARTH VADER
That’s where you’re wrong.
Obi-Wan ignites his lightsaber.
PADME
No more fighting, please!
Padme tries to hold her husband back as moves towards his
foe.
DARTH VADER
Get out of my way.
Vader shoves Padme to the side.
OBI-WAN KENOBI
Leave her out of this!
Vader becomes so enraged that he inadvertently Force
chokes his own wife!
DARTH VADER
This is all your fault, Obi-Wan!
Padme struggles to breathe.
OBI-WAN KENOBI
Let her go! It’s me you want!
Vader realizes what he’s done.
DARTH VADER
Padme!
Padme is unconscious now, lying on the platform.
Obi-Wan makes the first move, charges Vader while he’s
distracted.
They begin a ferocious sword fight. Vader throws
CONTAINERS at Obi-Wan using the Force.
They work their way off the landing platform and into the
main entry hallway. Vader kicks Obi-Wan, dropping him to
a lower level.
118.
Artoo BEEPS his concern and rushes to the unconscious
Padme's aid.
INT. CORRIDOR - SENATE ARENA - CHANCELLOR'S HOLDING
OFFICE - NIGHT
Yoda enters, using the Force to throw two RED GUARDS
against the wall, knocking them unconscious.
Darth Sidious turns his chair toward Yoda.
Mas Amedda stands behind Sidious's desk.
YODA
I hear a new apprentice, you have, Darth
Sidious.
DARTH SIDIOUS
Master Yoda, you have survived.
YODA
Surprised, are you?
DARTH SLDIOUS
Your arrogance blinds you, Jedi. Now you
will experience the full power of the
dark side.
The Dark Lord raises his arms, and FORCE LIGHTNING shoots
out, surrounding Yoda. Only the Sith can conjure Force
lightning.
Yoda is picked up and thrown across the room, hitting the
wall and sliding down in a crumpled heap as Darth Sidious
chuckles.
INT. MUSTAFAR - PASSAGES TO MAIN CONTROL CENTER
Darth Vader and Obi-Wan move their fight toward the main
control center. As the laser swords fly, bits of the
hallway are cut up.
Obi-Wan and Vader jump and use every trick in the Jedi
book.
INT. CORRIDOR - SENATE ARENA - CHANCELLOR'S HOLDING
OFFICE
Mas Amedda swiftly leaves the room.
Darth Sidious approaches a stunned Yoda.
119.
DARTH SIDIOUS
I have waited a long time for this
moment. At last, the Jedi are no more.
YODA
Not if anything I have to say about it.
Yoda uses the Force to throw Sidious back, knocking him
clear over his desk and onto the floor in a heap.
YODA
At an end your rule is and not short
enough it was.
Darth Sidious flies through the air, cape flapping,
heading toward the exit.
At the last second, Yoda flies into the exit and stops
the Dark Lord.
YODA
If so powerful you are, why leave?
Yoda ignites his lightsaber.
DARTH SIDIOUS
You will not stop me. Darth Vader will
become more powerful than either of us.
Darth Sidious ignites his lightsaber.
DARTH SIDIOUS
The glorious Sith shall rule the galaxy
again!
YODA
Faith in your new apprentice, misplaced
may be, as is your faith in the dark side
of the Force.
Their lightsabers CLASH. The battle is extremely fast
and furious.
INT. MUSTAFAR - MAIN CONTROL CENTER - DAY
View screens EXPLODE around Vader and Obi-Wan as they
work their way into the Control Room. The fighting is
intense.
Obi-Wan is on the defensive as he jumps up on the table
view screen in the center of the room.
120.
ANAKIN
You're no match for the dark side,
Master.
OBI-WAN
I've heard that before, Anakin... but I
never thought I'd hear it from you.
Vader forces Obi-Wan back into the Conference Room where
the quarters are much closer. Sparks fly everywhere.
The agile Vader jumps onto the conference table.
Obi-Wan slides across the table, knocking Vader over. ObiWan grabs Vader’s lightsaber as he falls. Obi-Wan uses
the Force to summon his dropped lightsaber, Vader does
the same.
INT. CORUSCANT - SENATE CHAMBER - MAIN ARENA
Darth Sidious seeks refuge in the vast Senate Chamber.
He gets into the Chancellor's Podium and it starts to
rise up into the Arena.
Yoda makes a giant leap into the control pod. The sword
fighting is intense in the confined space.
INT. MUSTAFAR - MAIN CONTROL CENTER
The battle intensifies!
Obi-Wan stands looking at his former apprentice for a
moment, then they lock sabers.
Obi-Wan puts out his hand to use the Force to push Vader
away.
Vader puts out his hand to block Obi-Wan. Both
combatants are blasted backwards onto the control panels.
They regain their footing and the battle continues.
Vader kicks Obi-Wan away.
They battle around the room, and eventually the door to
the exterior is knocked open. They continue battling out
onto the balcony.
INT. CORUSCANT - SENATE CHAMRER - MAIN ARENA
Yoda unleashes a ferocious assault on Sidious, causing
him to almost go over the edge.
121.
The Dark Lord drops his lightsaber but recovers with a
BLAST OF ENERGY from his hands that surrounds Yoda.
Yoda is deflecting the Sith Lord's lightning bolts. The
energy bolts begin to arc back on the Emperor. It looks
as if the Dark Lord is doomed.
YODA
Destroy you I will.
Yoda jumps to a lower Senate Pod.
Darth Sidious reaches out with one hand, and a Senate pod
is released from its mooring and heads toward the Podium.
Sidious uses the Force to hurl pod after pod at Yoda, who
ducks and jumps from one flying pod to another.
Yoda leaps away from the pods. He uses the Force to hold
one pod suspended in the air. The pod spins and Yoda
throws it back at Sidious, who leaps away at the last
moment.
Yoda leaps after him, but Sidious quickly turns and aims
the full force of his energy bolts at the tiny Jedi,
catching him in mid-air and throwing him back hard
against the Podium.
The force causes Yoda to drop his lightsaber.
Yoda blocks the Force lightning and throws Sidious
backwards off the podium. Yoda is knocked off the Podium
and falls several hundred feet to the base of the Podium.
Darth Sidious follows in his pod, searching for Yoda.
EXT. MUSTAFAR - MAIN CONTROL CENTER BALCONY
Vader forces Obi-Wan down a narrow balcony outside the
Control Room. He rips objects off the wall and throws
them at Obi-Wan as he pushes him further and further
along the walkway.
The balcony ends, and Obi-Wan is trapped. He looks over
the balcony and into a river of lava.
Vader cuts apiece of the balcony railing off, along with
a control panel.
ALARMS SOUND, and a protective ray shield around the
superstructure disappears. It tumbles into the molten
abyss, disappearing in a puff of smoke. A small pipe
connects the Control Center to the Main Collection Plant.
122.
Obi-Wan has no choice but to tightrope-walk out across
the lava river while fighting Vader.
EXT. MAIN CONTROL CENTER BALCONY/PIPE ACROSS LAVA RIVER/
MAIN COLLECTION PLANT
Vader, following Obi-Wan, jumps down onto the flexing
pipe, lands, and resumes fighting.
INT. MUSTAFAR - PIPE ACROSS LAVA RIVER
Obi-Wan and Vader work their way across the small pipe,
fighting ferociously as they go.
Obi-Wan slips, throws his lightsaber up in the air, grabs
on to the pipe, swings around, grabs on to an upper pipe,
retrieves his lightsaber, and lands back on the original
pipe.
They continue to fight across the pipe until they reach
the Main Collection Plant.
INT. SENATE OFFICE BUILDING - WIRING CHUTE - CORUSCANT
Yoda squishes his way through a mass of wires in a small
chute.
INT. SENATE CHAMBER - MAIN ARENA
A Senate pod with COMMANDER THIRE (4477) and SEVERAL
OTHER CLONE TROOPERS climb up to where Mas Amedda and
Sidious are waiting.
Beneath the Main Podium, TWENTY CLONE TROOPERS search for
Yoda 's body.
CLONE COMMANDER THIRE
There is no sign of his body, sir.
MAS AMEDDA
Then he is not dead.
DARTH SIDIOUS
Double your search.
CLONE COMMANDER THIRE
Right away, sir.
123.
DARTH SIDIOUS
(to Mas Amedda)
Tell Captain Kagi to prepare my shuttle
for immediate takeoff.
MAS AMEDDA
Yes, my Lord.
DARTH SIDIOUS
I sense Lord Vader is in danger.
Lord Sidious walks into the Arena hallway.
Commander Thire descends down to the floor of the Arena,
where an intense search is taking place. SEVERAL CURIOUS
SENATORS rubberneck in scattered pods.
EXT. MUSTAFAR - COLLECTION PANELS
Obi-Wan and Vader battle on the top of the multi-spired
collection panels, jumping from one to the other. At the
end of the collection cluster, a huge spray of lava
covers the attachments that hold up the collectors. The
frame begins to melt.
It's raining lava!
Both Vader and Obi-Wan run for cover under the collection
cluster. They continue to fight in the lava rain,
darting from cover to attack, then quickly retreating to
cover.
Support for the entire structure begins to fall away, and
the collection cluster falls into the lava river.
The Jedi continue their fight, climbing to the highest
point on the tower as the rest begins to melt away,
riding the swift current down the river. It bends toward
the lava as they get out toward the end.
The fighting gets fierce again.
Obi-Wan gets to the end and is trapped. The tower slowly
starts to sink under the lava.
EXT. CORUSCANT - SENATE OFFICE BUILDING
Bail Organa, in his open Cockpit Speeder, flies along
next to the roof eave of the huge Senate Building. He
slows and moves closer to a long row of recessed lights.
124.
Suddenly Yoda falls out of one of the light recesses and
lands in the Speeder. Bail guns it and speeds away from
the Senate Building.
INT. BAIL ORGANA'S SPEEDER
Yoda straightens himself out.
YODA
Into exile I must go. Failed, I have.
Yoda and Bail fly into the traffic of the city.
EXT. MUSTAFAR - COLLECTION PANELS
Obi-Wan realizes he is getting very close to the edge of
the lava falls. He grabs a rope and leaps from the
collection arm. Vader follows.
Vader and Obi-Wan continue their sword fight hanging from
cables as they swing past each other.
EXT. LANDING PLATFORM - NABOO SKIFF
C-3PO carefully lifts Padme into his arms. R2-D2
nervously looks on. BEEPING.
C-3PO
I am being careful. I've got a good hold
on her.
C-3PO carries Padme into the Naboo Skiff.
EXT. COLLECTION PANELS
From their cables, Vader and Obi-Wan both spot something
that causes them to stop fighting. The lava river ahead
drops off in a tremendous lava fall.
SNAPPING AND METAL GROANS are heard as the main part of
the collector starts to break away and move toward the
lava fall. Obi-Wan looks around and sees a small
floating platform making its way toward the tower.
Obi-Wan does a double hack-flip and lands squarely on the
floating platform. He immediately leans to one side and
moves away from the tower.
Vader realizes he is doomed as the entire tower heads for
the falls.
125.
In the distance he sees some CONSTRUCTION DROIDS. He
swings back to the tower, climbs up and makes a running
leap and miraculously lands on A WORKER DROID.
The DROID is confused and chatters to his CO-WORKER. The
giant collector goes over the lava flow and disappears in
the mist of sparks below.
Obi-Wan heads for the bank of the lava river, but Vader's
DROID is faster. He catches up with his old Master.
Obi-Wan and Vader continue the swordfight. They battle
away, balancing on the tiny platform and puzzled DROID.
Vader, standing on the Droid, approaches Obi-Wan on the
work platform.
DARTH VADER
This is the end, Obi-Wan. You should
have vanished when I gave you the chance.
OBI-WAN KENOBI
I refused to give up on you, Anakin.
That is what it means to be good and
just.
DARTH VADER
Such foolish compassion only makes you
weak. I have had enough of your rules
and righteousness!
OBI-WAN KENOBI
Then you truly are beyond saving.
There is a pause as ObiWan contemplates his next move.
Vader reads his thoughts, his old Master has nowhere left
to go.
Obi-Wan leaps, Vader follows him, and they both flip in
the air, landing on the sloping banks of the torrential
lava river.
Obi-Wan is drained mentally and physically, completely
out of options.
DARTH VADER
Goodbye, old friend.
As Vader lifts his red lightsaber high for another
attack, a plume of lava erupts from the river, spewing
boiling magma all over Vader’s head and torso!
Lord Vader HOWLS in ungodly agony!
126.
Obi-Wan is merciless in this moment, sees the only chance
he’ll get. He charges forward and slashes, severing
Vader’s left arm!
Vader loses his balance on the slope, falls downward as
Obi-Wan strikes again, severing both of Vader’s legs at
the knees!
The crippled body of Vader slides down towards the lava
river, but Obi-Wan summons the Force and halts his former
Padawan’s descent to certain death.
Vader lies flat on stomach, his face is burned almost
beyond recognition, all his hair gone! Every inch of his
youthful frame’s skin is charred and ruined. His very
clothing melted onto his burnt flesh. All that remains
of use is his right arm, and half of that is his
artificial forearm and hand.
OBI-WAN KENOBI
I loved you, Anakin! You were my
brother!
All the helpless Vader can do is SCREAM from the
unbelievable pain as what’s left of his body is covered
in third degree burns.
The river is unstable, spewing more and more lava into
the air.
Obi-Wan’s clothing is tattered, singed by the heat and
fire of this cursed planet. He gazes one final time down
at the man he’s known since he was a young boy. Anakin,
or even Darth Vader, will never be the same again.
As the lava plumes intensify, Obi-Wan turns and abandons
the near-death Vader on the slope.
EXT. LANDING PLATFORM - NABOO SKIFF
Obi-Wan makes his way to the SKIFF. He looks for Padme.
Threepio sticks his head out the door of the SKIFF.
C-3PO
Master Kenobi! We have Miss Padme on
board. Please, please hurry. We should
leave this dreadful place.
Obi-Wan runs on board the Naboo Skiff
127.
INT. NABOO SKIFF
Padme lies on a cot inside the ship.
Obi-Wan walks over and checks on her.
Padme opens her eyes, struggles to speak. Her voice a
mere whisper.
PADME
Obi-Wan? Where’s Anakin? Is he all
right?
Obi-Wan looks at her sadly and does not answer. He
brushes her hair back.
OBI-WAN KENOBI
Save your energy, Padme. We’re on our
way to get you help.
Tears stream down Padme’s cheeks, she drops back into
unconsciousness. Artoo watches over her.
Obi-Wan rides in the co-pilot's station. He sits looking
pensive. Threepio drives.
EXT. VOLCANO EDGE
Darth Vader, left for dead, GRUNTS and GROANS, uses his
last ounce of energy in his right arm to pull his
paralyzed heap up the bank, his body still smoking.
A shuttle flies overhead and lands.
EXT. LANDING PLATFORM
The shuttle closes its wings and settles on the highest
of the Landing Platforms.
A PLATOON OF CLONE TROOPERS exits the craft, followed by
Darth Sidious.
INT. MUSTAFAR - VOLCANO PIT
Darth Sidious walks in front of the CLONE TROOPERS on his
way to get to Vader at the edge of the lava pit.
128.
EXT. VOLCANO PIT
Darth Sidious discovers what remains of Vader and checks
him out. He turns to the CLONES.
DARTH SIDIOUS
Anakin! Anakin! There he is. He's
still alive. Get a medical capsule,
immediately.
CLONE CAPTAIN
Yes, sir.
Several of the CLONES rush off as Sidious puts his hand
on Anakin's forehead.
DARTH SIDIOUS
My apprentice. What have you become?
What was once a perfect and all-powerful weapon in Lord
Sidious’s hands is now disabled and ruined. Sidious
looks at Vader and wonders what can be salvaged from such
damage.
INT. POLIS MASSA-OBSERVATION DOME - NIGHT
On the isolated asteroid of Polis Massa, YODA meditates.
YODA
Failed to stop the Sith Lord, I have.
Still much to learn, there is...
QUI-GON JINN (V.O.)
Patience. You will have time. I did
not. When I became one with the Force I
made a great discovery. With my
training, you will be able to merge with
the Force at will. Your physical self
will fade away, but you will still retain
your consciousness. You will become more
powerful than any Sith.
YODA
Eternal consciousness.
QUI-GON JINN (V.O.)
The ability to defy oblivion can be
achieved, but only for oneself. It was
accomplished by a Shaman of the Whills.
It is a state acquired through
compassion, not greed.
129.
YODA
To become one with the Force, and
influence still have... a power greater
than all, it is.
QUI-GON JINN (V.O.)
You will learn to let go of everything.
No attachment, no thought of self. No
physical self.
YODA
A great Jedi Master, you have become, QuiGon Jinn. Your apprentice I gratefully
become.
Yoda thinks about this for a minute, then Bail Organa
enters the room and breaks his meditation.
BAIL ORGANA
Excuse me, Master Yoda. Obi-Wan Kenobi
has made contact.
EXT. LANDING PLATFORM - MUSTAFAR - DAY
The Clones have placed Anakin in a medical capsule. They
float the wounded Sith Lord into the belly of the
IMPERIAL CRUISER.
Darth Sidious follows the capsule into the ship. The
ship takes off.
EXT. POLIS MASSA - LANDING PLATFORM - NIGHT
Obi-Wan lands the Naboo Cruiser on the landing platform
of the isolated post of Polis Massa.
Yoda and Bail Organa, along with a FEW GROUND CREW, are
waiting as the ramp lowers and Obi-Wan emerges, carrying
the unconscious Padme in his arms, followed by Artoo and
Threepio.
EXT. LANDING PLATFORM - CORUSCANT - IMPERIAL REHAB CENTER
The shuttle lands. Darth Sidious and Clone Troopers
leave the shuttle.
Vader's body is carried along in a floating medical
capsule.
130.
INT. POLIS MASSA - MEDICAL CENTER - NIGHT
Polis MEDICS work, on Padme in an operating theater.
Obi-Wan and one of the MEDICAL DROIDS enter an
observation room where Bail and Yoda are waiting.
MEDICAL DROID
Medically, there is nothing we can do for
her.
OBI-WAN KENOBI
What happened to her?
MEDICAL DROID
I’m afraid her windpipe has been crushed.
She is dying.
Obi-Wan looks worryingly at Bail.
OBI-WAN KENOBI
What can be done for her?
MEDICAL DROID
We need to operate quickly if we are to
save the babies.
BAIL ORGANA
Babies?
MEDICAL DROID
She's carrying twins.
YODA
Save them, we must. They are our last
hope.
The Medical Droid rushes back to the operating room.
Artoo and Threepio watch, greatly puzzled. Artoo BEEPS.
C-3PO
It’s some kind of reproductive process, I
think.
INT. IMPERIAL REHAB CENTER - CORUSCANT
Vader, in the medical capsule, is lifted onto a table in
the Rehab Center.
Droids go to work on him. In moments Vader has new
artificial legs and a new prosthetic arm.
131.
INT. POLIS MASSA - MEDICAL CENTER
The TWINS are being delivered as Bail Organa, Yoda,
Artoo, and Threepio watch.
Obi-Wan is in the operating theater with Padme. He takes
her hand.
OBI-WAN KENOBI
Don't give up, Padme. We need you to be
strong for your babies.
Padme winces from the pain. The MEDICAL DROID is holding
the BABY.
MEDICAL DROID
It's a boy.
Padme looks at her firstborn child.
PADME
I’ll call him Luke...
Padme can only offer up a faint smile. She struggles to
touch the baby on the forehead.
MEDICAL DROID
...and a girl.
PADME
Leia.
OBI-WAN KENOBI
They’re beautiful, Padme.
PADME
(struggling)
Thank you, Obi-Wan.
OBI-WAN KENOBI
You’re most welcome.
R2-D2, Threepio and Bail Organa watch from an adjoining
space.
INT. IMPERIAL REHAB CENTER
VADER, dressed in his black body armor, lies on the
table. Nose plugs are inserted and the mask drops from
above, sealing tightly. The helmet is fitted and Vader
begins breathing.
132.
INT. POLIS MASSA-MEDICAL CENTER
Obi-Wan leans over Padme and softly speaks to her.
OBI-WAN KENOBI
I don’t know if you can hear me, Padme.
You have given birth to healthy twins.
Padme struggles to speak. Her voice still a whisper.
PADME
Take care... of them. I beg you.
OBI-WAN KENOBI
No harm shall befall them. I swear it.
PADME
I could have... saved him, but... I was
weak.
OBI-WAN KENOBI
It’s not your fault or mine, Padme.
Anakin chose his own path. We all tried
to reach him and reason with him.
Padme winces again and takes Obi-Wan's hand. She’s
clutching Anakin's japor snippet.
PADME
I can’t... believe... what’s happened.
OBI-WAN KENOBI
Save your energy.
PADME
Obi-Wan... there is good in him. I know
there is... still...
A last gasp, and she dies. Obi-Wan studies the necklace.
INT. IMPERIAL REHAB CENTER
Darth Sidious hovers around the periphery of a group of
MEDICAL DROIDS operating on his apprentice. Even his
extraordinary powers cannot make Vader whole again, but
the technologies available to the Dark Lord can help make
Vader into something else altogether...
A DROID approaches the Dark Lord.
MEDICAL DROID
My Lord, the reconstruction is finished.
133.
DARTH SIDIOUS
Good.
The DROID moves back to the table where Darth Vader lies.
The table begins to move upright.
Sidious moves in next to Vader.
DARTH SIDIOUS
Lord Vader, can you hear me?
Darth Vader, with his dark mask and helmet, moves up into
the frame until he is in a CLOSEUP.
DARTH VADER
Yes, My Master.
Darth Vader looks around the room.
DARTH VADER
Where is Padme? Is she safe, is she all
right?
Darth Sidious moves closer to the half droid/half man.
DARTH SIDIOUS
I'm afraid she died. In your great
anger, you killed her.
A LOW GROAN emanates from Vader's mask. Suddenly
everything in the room begins to implode, including some
of the droids under the awesome power of Vader’s Force
abilities.
Vader SCREAMS, breaks his bonds to the table, and steps
forward, waving his hands, causing objects to fly around
the room.
Sidious deflects the objects, but some of the droids
aren't so lucky.
Lord Vader's PAINFUL SCREAMS echo throughout the Center.
He is now more machine than man, an unfortunate result of
his tremendous pride and overconfidence.
Darth Sidious grins a wicked grin, satisfied his new
apprentice is alive. Yet even the Dark Lord now has
doubts as his vision of what would be his apprentice is
greatly altered.
EXT. NABOO - ALDERAAN STARCRUISER
Bail Organa's Starcruiser approaches the city of Theed.
134.
INT. ALDERAAN STARCRUISER - CONFERENCE ROOM
Bail, Yoda, and Obi-Wan sit around a conference table.
YODA
Pregnant, she must still appear. Hidden,
safe, the children must be kept.
OBI-WAN KENOBI
We must take them somewhere the Sith will
not sense their presence.
YODA
Split up, they should be.
BAIL ORGANA
My wife and I will take the girl. We've
always talked of adopting a baby girl.
She will be loved with us.
OBI-WAN KENOBI
And what of the boy?
YODA
To Tatooine. To his family, send him.
OBI-WAN KENOBI
I will take the child and watch over him.
Master Yoda, do you think Anakin's twins
will be able to defeat Darth Sidious?
YODA
Strong the Force runs, in the Skywalker
line. Hope, we can... done, it is.
Until the time is right, disappear we
will.
Bail leaves the conference room. Yoda stops Obi-Wan.
YODA
Master Kenobi, wait a moment. In your
solitude on Tatooine, training I have for
you.
OBI-WAN KENOBI
Training?
YODA
An old friend has learned the path to
immortality.
OBI-WAN KENOBI
Who?
135.
YODA
One who has returned from the netherworld
of the Force to train me... your old
Master, Qui-Gon Jinn.
OBI-WAN KENOBI
Qui-Gon? But, how could he accomplish
this?
YODA
The secret of the Ancient Order of the
Whills, he studied. How to commune with
him. Teach you, I will.
OBI-WAN KENOBI
I will be able to talk with him?
YODA
How to join the Force, he will train you.
Your consciousness you will retain, when
one with the Force. Even your physical
self, perhaps.
INT. ALDERAAN STARCRUISER - HALLWAY
Bail Organa, followed by Artoo and Threepio, approaches
Captain Antilles and TWO CREW MEMBERS.
BAIL ORGANA
Captain Antilles.
CAPTAIN ANTILLES
Yes, Your Highness.
BAIL ORGANA
I'm placing these droids in your care.
Treat them well. Clean them up. Have
the Protocol Droid's mind wiped.
C-3PO
Oh, no.
EXT. NABOO - MAIN SQUARE - DAWN
Padme’s funeral procession.
LARGE CROWDS line the street as a flowered, covered
coffin is drawn by SIX BEAUTIFUL WHITE BEASTS.
SIO BIBBLE walks with other MOURNERS.
SOLDIERS, FAMILY and DIGNITARIES follow the casket.
136.
Padme's hand clutches the japor snippet.
A MAN standing in the crowd swiftly departs as the
procession passes.
EXT. DAGOBAH - DAY
A small escape pod hurls toward the swamp planet and
disappears in the mist. The pod has landed, and Yoda
descends the ramp, surveying the unfamiliar terrain.
INT. DARTH VADER’S QUARTERS - STAR DESTROYER
Lord Vader sits in a command chair, his helmeted head
hanging low.
DARTH VADER
Padme, forgive me. I never meant to harm
you.
There’s a BEEP that gets Vader’s attention
DARTH VADER
Enter.
The Man from Padme’s funeral enters, he’s actually an
IMPERIAL AGENT.
IMPERIAL AGENT
I attended the funeral as you asked, Lord
Vader. And I saw the body.
DARTH VADER
Was Padme still with child?
IMPERIAL AGENT
Yes, my Lord.
DARTH VADER
That will be all.
The Imperial Agent exits the chamber.
EXT. IMPERIAL STAR DESTROYER - SPACE
A Star Destroyer is surrounded by ATTACK CRUISERS.
On the bridge of the Star Destroyer stands the EMPEROR
and GOVERNOR TARKIN.
137.
Darth Vader walks along the bridge to join the Emperor
and Governor Tarkin.
The camera PANS to reveal the huge frame structure which
is the beginning of the DEATH STAR.
EXT. ALDERAAN - STARCRUISER - SPACE
The ship approaches the surface of Alderaan.
EXT. ALDERAAN - LATE AFTERNOON
The QUEEN OF ALDERAAN sits on a balcony looking out over
the awesome mountains of Alderaan.
Bail Organa brings a small baby to her. She takes her
and rocks her.
EXT. TATOOINE - SUNSET
Obi-Wan rides up to the moisture farm homestead on an
EOPIE. He dismounts, takes BABY LUKE out of a papoose on
his back, and walks toward AUNT BERU, who walks over to
greet him.
They talk for a moment, and Obi-Wan turns the baby over
to the young homesteader.
Beru walks to UNCLE OWEN who is standing on the ridge
near the homestead.
Obi-Wan leaves as Owen, Beru, and Baby Luke watch the
twin suns set.
IRIS OUT.
THE END
138.