| STAR WARS EPISODE 3: REVENGE OF THE SITH SCRIPT
George Lucas
1 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.
2 INT.OBI-WAN'S STARFIGHTER COCKPIT-SPACE
OBI-WAN bounces through the flack with a frown. His ship rocks violently.
3 INT.ANAKINS 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...
4 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.
5 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: 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. ANAKIN BLASTS one of the DROID DROP FIGHTERS.
It EXPLODES.
ANAKIN: (continuing, 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.
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: (continuing) Cut right. Do you hear me?! Cut right.  Come on, Artoo, lock on! Lock on!
ARTOO beeps.
The crosshairs merge on the DROID DROP FIGHTER.
OBI-WAN: 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, and parts of the ship go flying around Obi-Wan's Astro
Droid, ARFOUR.
OBI-WAN: (continuing) Ouch!
R-4 beeps a blue streak.
OBI-WAN: (continuing) Don't even try to fix it, Arfour. I've shut it down.
ANAKIN: We're locked on... we've got him...
ANAKIN drops in behind the DROID DROP FIGHTER and blows him apart. ARTOO SQUEALS with delight.
ANAKIN: (continuing) Yeah! We got him... good going, Artoo.
OBI-WAN: 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: (continuing) The one crawling with vulture droids.
6 INT.OBI-WAN'S STARFIGHTER COCKPIT-SPACE
OBI-WAN: I see it. Oh, this is going to be easy.
Ahead is a TRADE FEDERATION CRUISER with batlike 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: 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: Mark my position and form your squad up behind me...
7 INT.ODD BALL'S FIGHTER COCKPIT-SPACE
ODD BALL: We're on your tail, General Kenobi. Set S-foils in attack position.
The protective ray shield lowers on the main hangar of the TRADE
FEDERATION CRUISER, and six new DROID TRI-FIGHTERS emerge and join the
DROID VULTURE FIGHTERS heading toward the Jedi. The JEDI STARFIGHTERS
extend the stability foils on the ends of their wings.
8 INT.ANAKIN'S FIGHTER COCKPIT-SPACE
ANAKIN: This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.
ARTOO beeps a worried message.
OBI-WAN: Add five Tri-fighters on the right...
 See you.
OBI-WAN: 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: Five more on the right!
Four more VULTURE DROID FIGHTERS pass at high speed from the left.
 OBI-WAN and ANAKIN continue to fly in unison,
backing up each other. ARTOO SQUEALS.
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: I'm going high and right.
ANAKIN: Hang on. There are four more of them.
OBI-WAN: Stay with me... swing back and right... help me engage. Back off... Let them pass between us.
ANAKIN: I'm coming around. I'm coming around on your tail.
OBI-WAN: All right, engage... and hurry.
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. (continuing) Four... that's not good.
OBI-WAN: Anakin, you have four on your tail.
ANAKIN: I know. I know!
OBI-WAN: Four more closing from your left.
ANAKIN: I know. I know!
OBI-WAN: Break right and go high.
ANAKIN: I'm going low and left.
Obi-Wan shakes his head.
OBI-WAN: (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: 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 OBI-WAN.
OBI-WAN: 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: (continuing) You'll never get through there, Anakin. It's too tight.
ARTOO beeps nervously.
ANAKIN: Easy, Artoo... we've done this before.
OBI-WAN: 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: (continuing) I'm through.
OBI-WAN continues to fire 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.
ANAKIN: I'm going to go help them out!
OBI-WAN: No, no! They are doing their job so we can do ours. Head for the Command Ship!
Another CLONE fighter is hit, bursts into flames, and spins off into
space. A VULTURE DROID FIGHTER raises its head to locate its target and
fires missiles at them.
ANAKIN: Missiles! Pull up!
ANAKIN and OBI-WAN break right and left, and the missiles follow
them. ANAKIN does a barrel roll spin, causing the missiles following him
to collide and EXPLODE.
Two missiles continue to chase OBI-WAN.
He
banks sharply to the right, then to the left, causing one of the
missiles to overshoot.
OBI-WAN: They overshot us...
The second missile streaks next to Obi-Wan’s Fighter and EXPLODES.
Obi-Wan's ship rocks, and R-4, SCREAMS as the Starfighter rips through
the explosion. Debris flies all around them.
ANAKIN: They're coming around!
OBI-WAN: 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: 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.
OBI-WAN: (continuing) I'm hit! Anakin?
ANAKIN: I see them... Buzz Droids.
The BUZZ DROIDS crawl across Obi-Wan's ship and start to tear it
apart. SPARKS ERUPT where the BUZZ DROIDS break into the wiring. One of
the BUZZ DROIDS goes after ARFOUR.
OBI-WAN: Arfour, be careful. You have one...
ARFOUR's head gets ripped off and flies away.
OBI-WAN: Oh dear. They're shutting down all the controls.
ANAKIN: Move to the right so I can get a clear shot at them.
OBI-WAN: 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: (continuing) In the name of...
ANAKIN: Steady... steady...
OBI-WAN: Anakin, hold your fire... hold your fire. You're not helping here.
ANAKIN: I agree, bad idea. Swing right... ease over... steady...
OBI-WAN: Wait... wait... I can't see a thing! My cockpit's fogging. They're all over me, Anakin.
ANAKIN: Move to the right.
OBI-WAN: 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, Master.
ANAKIN moves his ship next to OBI-WAN's and tries to physically
knock the BUZZ DROIDS off. There are five 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
out, and more smoke billows out, obscuring the Jedi's view.

ARTOO fights the BUZZ
DROID.
OBI-WAN: Blast it... I can't see... my controls are gone.
ANAKIN: Get 'em, Artoo. Watch out!
OBI-WAN: 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: Great, Artoo.
 Easy... pull up... Head for the hangar.
OBI-WAN: Have you noticed the shields are still up?
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.
9 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 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: 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: The Chancellor's signal is coming from right there. The observation platform at the top of that spire.
ANAKIN: I sense Count Dooku...
OBI-WAN: I sense a trap.
ANAKIN: Next move?
OBI-WAN: Spring the trap.
The JEDI start to leave; ARTOO follows. The JEDI stop and turn to ARTOO.
ANAKIN: Artoo, go back. I need you to stay with the ship.
OBI-WAN: Here, take this, and wait for orders.
OBI-WAN tosses the comlink to ARTOO.
10 INT.BRIDGE-TRADE FEDERATION CRUISER
GENERAL GRIEVOUS enters the bridge of the TRADE FEDERATION cruiser
followed by his TWO BODYGUARDS.

GENERAL GRIEVOUS: What's the situation, Captain?
NEIMOIDIAN CAPTAIN: TWO Jedi have landed in the main hangar bay.
GENERAL GRIEVOUS: Just as Count Dooku predicted.
11 INT.HANGAR-TRADE FEDERATION CRUISER
ANAKIN and OBI-WAN head for the elevator. A door opens in the
hallway and two of GENERAL GREVIOUS' BODYGUARDS confront the JEDI.
BODYGUARD I: General Kenobi, Anakin Skywalker. We've been waiting for you.
OBI-WAN: We are here to relieve you of Chancellor Palpatine, not join him.
As a dozen more droids join the group, the JEDI ignite their lightsabers and stand back-to-back.
OBI-WAN: Anakin...
ANAKIN: Ready.
ANAKIN and OBI-WAN use their lightsabers and cut a large circle in the floor.
12 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. ANAKIN dips his hand into the
fluid and sniffs it.
OBI-WAN: 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: 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: Six droids coming our way!
The last of the DOORS CAN BE HEARD CLOSING in the distance.
ANAKIN: Keep moving. There must be vents... This way.
They move along a wall. ANAKIN climbs up the side to a small vent. The fuel gets closer to the SPARKING dischargers.
OBI-WAN: We'll never get through that. It's too small!
They move toward a second vent. OBI-WAN is swimming in the fuel as
it reaches to within a couple yards of the ceiling. ANAKIN feels along
the ceiling and finds another smaller vent. He closes his eyes and tries
to sense an opening, then he moves on. OBI-WAN is forced into
hand-to-hand combat with one of the SUPER BATTLE DROIDS.
It pulls the
Jedi under the fuel. Just before he is about to drown, OBI-WAN disables
the SUPER BATTLE DROID by pushing him into an exhaust pipe.
The fuel is up to the Jedi's chins. ANAKIN finds a very, very small
metal grate, then pounds on it until the tiny grate breaks loose.
ANAKIN: I found our escape vent.
OBI-WAN: Anakin, this is no time for jokes. We're in serious trouble here.
ANAKIN: Only in your mind. My Master. Look, no structure.
 They
scramble through it as the DROIDS swim closer.
13 INT.VENT SHAFT-TRADE FEDERATION CRUISER
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.
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.
14 INT.SMALL PASSAGEWAY-TRADE FEDERATION CRUISER
The TWO JEDI climb into a small passageway and slam the hatch shut.
They make their way through the ever-shrinking shaft until they reach
the end.
15 INT.HALLWAY-TRADE FEDERATION CRUISER
A hatch opens in one of the main hallways of the Trade Federation
Cruiser, and the JEDI squeeze out, SLAMMING the hatch. Behind them,
ANAKIN seals the hatch with his laser sword.
OBI-WAN: That won't hold when the fuel hits those power dischargers.
ANAKIN: The blast will break the hull. This side's pressurized.
OBI-WAN: You still have much to learn, Anakin.
16 INT.VENT SHAFT-TRADE FEDERATION CRUISER
The SUPER BATTLE DROIDS climb up the vent shaft. SUPER BATTLE DROID
R77 and SEVERAL OTHER DROIDS wait in the generator room as the fuel
continues to rise toward the power discharger.
SUPER BATTLE DROID R77: I have a bad feeling about this.
17 INT.GENERATOR ROOM-TRADE FEDERATION CRUISER
The fuel hits the SPARKING power discharger, and there is a HUGE EXPLOSION.
18 EXT.TRADE FEDERATION CRUISER-BATTLE
A GREAT EXPLOSION and a flaming gas cloud spray out of the side of the Federation Cruiser.
19 INT.HALLWAY-TRADE FEDERATION CRUISER
A large bulge appears in the wall around the sealed hatch as the EXPLOSION hits. OBI-WAN jumps back, then stands amazed.
OBI-WAN: All right, you win. I have much to learn. Let's go!
ANAKIN grins at OBI-WAN, and they run down the hallway.
20 INT.WIDE HALLWAY-TRADE FEDERATION CRUISER
The two JEDI wait for an elevator to arrive. They turn around and
see they are 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! I said drop 'em.
The JEDI activate their light sabers and destroy all the BATTLE DROIDS.
21 INT HANGAR-TRADE FEDERATION CRUISER
R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.
22 INT.ELEVATOR-TRADE FEDERATION CRUISER
The elevator begins to move and screeches to a stop.
OBI-WAN: Did you press the stop button?
ANAKIN: No, did you?
OBI-WAN: No!
ANAKIN: Well, there's more than one way out of here.
ANAKIN ignites his laser sword.
OBI-WAN: We don't want to get out, we want to get moving. Artoo... Artoo. Do you copy? Activate elevator... (looks at control panel). 31174.
ANAKIN cuts a hole in the elevator ceiling.
23 INT MAIN HANGAR-TRADE FEDERATION CRUISER
TWO SUPER BATTLE DROIDS are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted.
SUPER BATTLE DROID 1: What's that?
SUPER BATTLE DROID 2: Get back to work. It's nothing.
24 INT.ELEVATOR-TRADE FEDERATION CRUISER
OBI-WAN: Artoo?
ANAKIN climbs through the hole in the ceiling of the elevator.
OBI-WAN: (continuing) Always on the move.
OBI-WAN continues to talk on the comlink. Artoo quietly beeps a reply.
25 INT MAIN HANGAR-TRADE FEDERATION CRUISER
ARTOO tries to muffle the comlink as the TWO SUPER BATTLE DROIDS try
to figure out where the voices are coming from. ARTOO extends an arm
and plugs into a computer interface.
OBI-WAN: (OS) Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo.
26 INT.ELEVATOR SHAFT-TRADE FEDERATION CRUISER
Suddenly, the elevator plummets down the shaft. ANAKIN quickly jumps
and grabs onto the hallway entry door. He watches as the elevator
recedes down the shaft and disappears. ANAKIN struggles to keep his grip
on the closed door as SPARKING wires rain down on him.
27 INT.ELEVATOR-TRADE FEDERATION CRUISER
The elevator starts to descend rapidly.
OBI-WAN: Stop, stop! Artoo, we need to be going up.
28 INT.ELEVATOR SHAFT-TRADE FEDERATION CRUISER
Anakin struggles to hang on to the narrow edge of the elevator
shaft. The door to the elevator shaft is pried open, and TWO BATTLE
DROIDS appear in the doorway and look down at ANAKIN.
They point their
guns at him.
DROID 1: Hands up, Jedi! Don't move.
DROID 2: Roger, roger.
29 INT.MAIN HANGAR-TRADE FEDERATION CRUISER
The TWO SUPER BATTLE DROIDS overhear OBI-WAN's comlink messages to ARTOO.
SUPER BATTLE DROID 1: There it is again.
OBI-WAN: (OS) Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.
30 INT.ELEVATOR-TRADE FEDERATION CRUISER
The elevator races down as OBI-WAN holds on.
OBI-WAN: Stop. Artoo! We need to go up! Stop, stop!
The elevator stops with a jolt. OBI-WAN falls to the floor.
31 INT.MAIN HANGAR-TRADE FEDERATION CRUISER
The TWO SUPER BATTLE DROIDS see ARTOO and walk toward the little droid.
SUPER BATTLE DROID 1: Hey you!
ARTOO plugs into the interface again and the elevator shoots up.
32 INT.ELEVATOR-TRADE FEDERATION CRUISER
OBI-WAN stands up after having fallen in the elevator.

 He looks at the BATTLE DROIDS leaning over him with
their guns pointed at him. He calculates for a moment, then gives
himself a push and flips himself up into the elevator shaft.
Before ANAKIN can arc into a descent down the shaft, the elevator
races up through the shaft, cutting the DROIDS in two. ANAKIN lands on
the elevator and quickly drops back through the hole in the ceiling.
OBI-WAN is startled and ignites his lightsaber.
OBI-WAN: Oh, it's you...
35 INT.MAIN HANGAR-TRADE FEDERATION CRUISER
ARTOO activates his oil hose and sprays the SUPER BATTLE DROIDS.
The SUPER BATTLE DROIDS slip on the oil.
36 INT.ELEVATOR SHAFT-TRADE FEDERATION CRUISER
ANAKIN: What was that all about?
OBI-WAN: Well, Artoo has been...
ANAKIN: No loose wire jokes... He's doing the best he can.
OBI-WAN: Did I say anything?
ANAKIN: He's trying!
OBI-WAN: I didn't say anything!
37 INT.MAIN HANGAR-TRADE FEDERATION CRUISER
ARTOO ignites his arm rockets and shoots out of their grip, spraying
them both with oil and setting them on fire. The SUPER BATTLE DROIDS
slip and slide until they fall, smoldering. ARTOO rolls away.
38 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 toward the CHANCELLOR.
As they get closer to PALPATINE, they see a very distressed look on the Chancellor's face.
OBI-WAN: (bows) Chancellor.
ANAKIN: Are you all right?
PALPATINE: (quietly) Count Dooku.
 OBI-WAN and ANAKIN
turn around. The elevator DOORS CAN BE HEARD OPENING AND CLOSING as
COUNT DOOKU strides into the room. He is above the Jedi, standing on a
balcony, with two SUPER BATTLE DROIDS.
The Jedi turn to see him. He
looks down on the Jedi.
OBI-WAN: (quietly to Anakin) This time we will do it together.
ANAKIN: I was about to say that.
COUNT DOOKU jumps down to the main level.
PALPATINE: Get help! You're no match for him. He's a Sith Lord.
OBI-WAN: Chancellor Palpatine, Sith Lords are our specialty.
OBI-WAN and ANAKIN throw off their cloaks and ignite their lightsabers.
COUNT DOOKU: Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.
OBI-WAN and ANAKIN move toward DOOKU.
OBI-WAN: 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.
COUNT DOOKU: Good. Twice the pride, double the fall.
DOOKU lunges at the JEDI and they fall back...
COUNT DOOKU: (continuing) Your moves are clumsy, Kenobi... too predictable. You'll have to do better.
As the battle proceeds, OBI-WAN and COUNT DOOKU are tired. ANAKIN is
stronger as he becomes angry. ANAKIN continues to drive the attack on
DOOKU.
COUNT DOOKU throws OBI-WAN back using the Force.
ANAKIN and COUNT DOOKU move up the stairs. As they reach the upper
landing of the General's Quarters, ANAKIN leaps over COUNT DOOKU.
OBI-WAN reaches the top of the stairs, destroying TWO SUPER BATTLE
DROIDS.
COUNT DOOKU holds OBI-WAN in the air using the Force as he turns
and kicks ANAKIN out of frame. OBI-WAN is choking.
ANAKIN hits the archway.
DOOKU sends OBI-WAN flying. The Jedi tumbles to the lower level
unconscious. COUNT DOOKU spins around again and, using the Force, causes
a section of the balcony to drop onto OBI-WAN.
ANAKIN spins and kicks
COUNT DOOKU, sending him over the balcony. ANAKIN Jumps, following him
down to the main floor. COUNT DOOKU and ANAKIN continue the fight.
COUNT DOOKU: (continuing) 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 COUNT DOOKU as the Dark
Lord continues his spin to meet him head on. Their fighting becomes even
more intense.
Anakin attacks COUNT DOOKU with a new ferociousness.
39 INT.GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
Anakin and Dooku continue their fight. It is intense! Finally, in
one last energized charge, ANAKIN cuts off COUNT DOOKU's hands. The Jedi
catches the lightsaber as it drops from the severed Sith Lord's hand.
COUNT DOOKU stumbles to the floor as ANAKIN puts the two lightsabers to
his neck. PALPATINE is grinning as he watches COUNT DOOKU's defeat.
PALPATINE: Good, Anakin, good. I knew you could do it. Kill him. Kill him now!
ANAKIN: I shouldn't...
PALPATINE: Do it!!
ANAKIN cuts off COUNT DOOKU's head. A huge EXPLOSION somewhere deep in the ship rattles everything.
ANAKIN: I couldn't stop myself.
PALPATINE: You did well, Anakin. He was too dangerous to be kept alive.
ANAKIN drops COUNT DOOKU's lightsaber, moving to PALPATINE.
ANAKIN: Yes, but he was an unarmed prisoner.
ANAKIN raises his hands toward PALPATINE, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose.
ANAKIN: (continuing) I shouldn't have done that, Chancellor. It's not the Jedi way.
PALPATINE stands up, rubbing his wrists.
PALPATINE: It is only natural.  It wasn't the first time, Anakin. Remember what you told me about your mother and the Sand People. Now, we must leave before more security droids arrive.
The ship begins to list 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 out his unconscious friend. PALPATINE heads for
the elevators.
PALPATINE: (continuing) Anakin, there is no time. We must get off the ship before it's too late.
ANAKIN: He seems to be all right. No broken bones, breathing's all right.
PALPATINE: Leave him, or we'll never make it.
ANAKIN: His fate will be the same as ours.
ANAKIN picks up OBI-WAN, slings him over his shoulder, and heads for the elevators.
40 INT.BRIDGE-TRADE FEDERATION CRUISER
GENERAL GRIEVOUS: Prepare for attack.
PILOT: All batteries fire! Fire!
41 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.
42 INT.ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
ANAKIN carries OBI-WAN to the elevator doors and hits the button. PALPATINE joins him.
ANAKIN: The elevator's not working, (into his comlink) Artoo...
ARTOO beeps a response to ANAKIN.
ANAKIN: (continuing)... Activate Elevator 3224.
Suddenly the ship shifts to its side as the elevator doors open.
PALPATINE is thrown to the ground. ANAKIN jumps to the door frame of the
elevator. ANAKIN looks into the elevator shaft.
ANAKIN: (continuing) Artoo... do you copy? Artoo, come in!
43 INT.BRIDGE-TRADE FEDERATION CRUISER
Windows are blown out, droids and equipment are sucked into space.
PILOT: Reverse stabilizers.
44 INT.MAIN HANGAR-TRADE FEDERATION CRUISER
As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other.
Several objects break through the metal blast doors, causing objects
to be sucked into space. ARTOO starts to slide toward one of the small
holes.
45 INT.ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
As the elevator shaft rotates, it has become a long hallway.
ANAKIN clings to the doorframe with OBI-WAN on his shoulder, as the Chancellor struggles to join him.
46 INT.MAIN HANGAR-TRADE FEDERATION CRUISER
ARTOO continues to skid and slide toward open space. He swerves
around boxes and wrecked fighters. One of the BATTLE DROIDS stumbles and
is consumed by the electronic shield in a zap. ARTOO beeps a reply as
he dodges the laser blasts of the BATTLE DROIDS.
One bolt hits very near
him, and he SCREAMS in terror.
47 INT.BRIDGE-TRADE FEDERATION CRUISER
PILOT: Magnetize! Magnetize!
48 INT.MAIN HANGAR-TRADE FEDERATION CRUISER
ARTOO is about to be overtaken by a starfighter sliding behind him.
He falls into a heap of broken battle droid parts and the fighter
bounces over him.
49 EXT.SPACE-CORUSCANT
The TRADE FEDERATION CRUISER heads straight down toward the planet.
50 INT.ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER
ANAKIN jumps into the horizontal elevator shaft with OBI-WAN still on his shoulder.
ANAKIN: We can't wait. Come on, we have to be fast.
PALPATINE climbs into the elevator shaft also. They start running.
The ship begins to roll again, and the Jedi and the Chancellor are
forced to jump from one side of the elevator to the other.
51 INT.BRIDGE-TRADE FEDERATION CRUISER
GENERAL GRIEVOUS: Fire the emergency booster engines.
PILOT: Leveling out, sir.
52 INT.ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER
ANAKIN still carrying OBI-WAN on his back, and PALPATINE run down
the elevator shaft as it starts to move upright. ANAKIN cuts a control
box on one of the doors, but before the doors can open, the ship moves
to an angle, causing ANAKIN and PALPATINE to start sliding down the
shaft. ANAKIN grabs some wires in the control box with one hand.
PALPATINE grabs onto the Jedi's leg. As the ship rights itself, they are
left hanging in the bottomless elevator shaft.
53 INT.ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER
ANAKIN, OBI-WAN, and PALPATINE hang precariously on the side of the
bottomless elevator shaft. OBI-WAN regains consciousness and tries to
look around.
ANAKIN: Easy. We're in a bit of a situation.
OBI-WAN: Did I miss something?
OBI-WAN looks down and sees PALPATINE and the bottomless pit. They
hear ARTOO BEEPING on Obi-Wan's comlink. The ship begins to roll,
causing the vertical shaft to move into a forty-five-degree angle. They
hear the elevator brakes release and look up to see the elevator heading
toward them.
ANAKIN: Hold on.
OBI-WAN: What is that?
OBI-WAN and ANAKIN look up to watch the elevator approach them at high speed, then OBI-WAN turns to ANAKIN.
OBI-WAN: (continuing) Oops.
ANAKIN: Artoo, Artoo, shut down the elevator!
OBI-WAN: Too late! Jump!
They fall about three hundred feet before the tilt of the ship
catches up with them, and they hit the side of the shaft and slide at
great speed just ahead of the elevator. The shaft continues to rotate
until it is completely horizontal.
ANAKIN and OBI-WAN take out and throw grappling hooks. The hooks
catch and they continue to fall. All the doors in the elevator shaft
open up, and the group swings through the open door into a hallway. The
elevator roars by.
54 INT.ELEVATOR LOBBY-TRADE FEDERATION CRUISER
ANAKIN, OBI-WAN, and PALPATINE fly through the elevator door and land.
OBI-WAN: Let's see if we can find something in the hangar bay that's still flyable. Come on.
ANAKIN: Artoo, get down here. Artoo, do you copy?
55 INT.MAIN HANGAR-TRADE FEDERATION CRUISER
As the Federation Cruiser continues to rotate, ARTOO SQUEALS and
pokes a periscope out of a pile of broken BATTLE DROID PARTS.
He looks
around then rockets up out of the debris.
56 INT.HALLWAY TO HANGAR BAY-TRADE FEDERATION CRUISER
OBI-WAN and ANAKIN lead PALPATINE down a hallway toward the hangar bay.
57 INT.DOORWAY TO HANGAR BAY-TRADE FEDERATION CRUISER
It is extremely windy as bits and pieces are continually sucked into
space. The hangar bay doors are closed, but great stresses are being
exerted as the ship twists, re-entering the atmosphere of Coruscant.
They stop in a doorway leading into the hangar bay.
OBI-WAN: None of those ships will get us anywhere.
ANAKIN: I agree.
PALPATINE: What are we going to do?
ANAKIN: I don't know.
OBI-WAN: Don't look at me. I don't know.
ANAKIN and PALPATINE both look to OBI-WAN.
He shrugs his shoulders.
Anakin's Fighter has been sucked out of the hangar bay and is totaled.
Suddenly, the ship turns on its side.
ANAKIN: Here, Chancellor, lock this around your waist, and hold on.
OBI-WAN: We'll head toward the bridge and see if we can find an escape pod.
ANAKIN hands PALPATINE the end of a cable that is attached to his
utility belt. PALPATINE attaches it around his waist.  As he moves out into the hangar, TWO SUPER BATTLE
DROIDS start firing at him. The Jedi ignites his lightsaber and deflects
the bolts back at the DROIDS, blowing them up. ANAKIN and PALPATINE
follow OBI-WAN along the pipes running along the ceiling of the hangar.
PALPATINE struggles against the escaping air of the pressurized hangar.
PALPATINE loses his grip as a pipe breaks, causing a rush of steam, but
ANAKIN manages to maintain his grasp on the pipe as the CHANCELLOR
dangles on the other end of the utility cable. They are surrounded by
SPARKS and EXPLOSIONS as the ship twists and tries to break apart.
ANAKIN moves out of the steam and struggles to pull PALPATINE back to
safety. ANAKIN is almost pulled loose in the buffeting winds. The
ceiling behind them buckles, causing pipes to break, creating geysers of
steam. Some bits of pipe go hurling into the blast doors and out into
space. They make it through a hangar doorway and close it behind them.
59 INT.HANGAR DOORWAY-TRADE FEDERATION CRUISER
OBI-WAN, ANAKIN and PALPATINE are out of breath.
ANAKIN/OBI-WAN: Well, that was close.
They laugh.
60 INT.BRIDGE-TRADE FEDERATION CRUISER
BODYGUARD: General, we found the Jedi. They're in hallway 328.
GENERAL GRIEVOUS: Activate ray shields.
61 INT.HALLWAY-TRADE FEDERATION CRUISER
They run down the hallway. Suddenly, ray shields drop around them,
putting them in an electronic box in the middle of the hallway.
ANAKIN: Ray shields!
OBI-WAN takes a deep breath to express his total disappointment.
OBI-WAN: Wait a minute, how'd this happen! We're smarter than this.
ANAKIN: Apparently not, Master. This is the oldest trap in the book... Well... I was distracted.
OBI-WAN: Oh, so all of a sudden it's my fault.
ANAKIN: You're the Master. I'm just a hero.
OBI-WAN: I'm open to suggestions here.
PALPATINE: Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release.
The Jedi look at each other in disbelief.
ANAKIN: I say... patience.
OBI-WAN: Patience! That's your plan, is it?
ANAKIN: Yes, Artoo will be along in a few moments and he'll release the ray shields...
ARTOO comes skidding across the hallway and bashes into the opposite wall. He takes a moment to compose himself.
ANAKIN: (continuing) See! No problem.

SIXTEEN SUPER BATTLE DROIDS emerge from behind the DESTROYER DROIDS.
ARTOO turns and zaps one of the SUPER BATTLE DROIDS who then kicks ARTOO over.
SUPER BATTLE DROID: Don't move, dummy. Ouch! Zap this.
OBI-WAN: Do you have a plan B?
62 EXT.BRIDGE-TRADE FEDERATION CRUISER
OBI-WAN, ANAKIN PALPATINE, and ARTOO are captured by GENERAL GRIEVOUS.
They stand before the ALIEN DROID GENERAL.
GENERAL GRIEVOUS: Oh yes. General Kenobi, the Negotiator. We've been waiting for you. That wasn't much of a rescue.
A BATTLE DROID walks to GENERAL GRIEVOUS and hands him the JEDI'S lightsabers.
OBI-WAN: That depends upon your point of view. Hah!
GENERAL GRIEVOUS: And Anakin Skywalker... I was expecting someone with your reputation to be a little older.
ANAKIN: General Grievous... Supreme Commander of the Droid Armies. You're shorter than I expected.
GENERAL GRIEVOUS: Ahhhh, Jedi scum...
OBI-WAN: Anakin, try not to upset him. We have a job to do.
GENERAL GRIEVOUS: Your lightsabers will make a fine addition to my collection.
OBI-WAN: Not this time. And this time you won't escape.
ANAKIN: Artoo.
ARTOO creates a distraction by extending all his arms, shooting out electrical pulses, and bouncing around.
OBI-WAN, hands restrained with electrobonds, spins around, reaches
out and, using the Force, yanks his lightsaber out of the General's
hand, ignites it, and cuts his bonds. He continues to spin around and
cuts Anakin free.
GENERAL GRIEVOUS: Crush them! Make them suffer!
ANAKIN uses the Force to yank his lightsaber out of the General's hand.
The DROIDS that surround them begin to FIRE.
OBI-WAN and ANAKIN jump
into the line of fire. The bridge degenerates into chaos. OBI-WAN and
ANAKIN are locked in a pitched battle between electro staffs and laser
swords with GENERAL GREVIOUS' TWO BODYGUARDS.
CHANCELLOR PALPATINE is taken away by two BATTLE DROIDS.
GENERAL GRIEVOUS walks around the bridge directing the BATTLE DROIDS.
GENERAL GRIEVOUS: Stay and watch your stations.
OBI-WAN fights one of General Grievous's BODYGUARDS.
The BODYGUARD
carries an electrified staff about five feet long. When the laser sword
hits it, electrical bolts fly everywhere and surround the laser sword.
OBI-WAN is unable to cut the staff. The Jedi gets whacked pretty good a
couple of times and is knocked halfway across the bridge.
OBI-WAN pulls himself together and attacks again, cutting off the
DROID BODYGUARD'S head. The DROID BODYGUARD keeps attacking. ANAKIN
struggles to defend himself against the other manic DROID BODYGUARD.
He
cuts the DROID BODYGUARD in half. TWO BATTLE DROIDS try to take the
CHANCELLOR away.
ANAKIN follows them down the hallway and cuts them down, rescuing the Chancellor.
OBI-WAN finishes off the headless BODYGUARD.
It crumbles to the floor in pieces.
ALARMS SOUND as the giant spacecraft begins to list and fall out of orbit. A PILOT yells at GENERAL GRIEVOUS.
PILOT: Sir, we are falling out of orbit. All aft control cells are dead.
GENERAL GRIEVOUS: Stay on course... Don't bother with them. Keep the ship in orbit.
OBI-WAN and ANAKIN destroy the remaining DROIDS.
GENERAL GRIEVOUS
retrieves one of the BODYGUARD'S staffs and faces OBI-WAN.
ANAKIN leaps
over a console and lands behind GENERAL GRIEVOUS.
GENERAL GRIEVOUS: You lose, General Kenobi.
One of the PILOTS stands next to the General.
PILOT: The ship is breaking up!
GENERAL GRIEVOUS: We've run out of time.
OBI-WAN tries to get at GENERAL GRIEVOUS.
ANAKIN runs at the General
from the opposing side. GENERAL GRIEVOUS turns and throws his
electrified staff at the window. It breaks, causing chaos as everything
that is not nailed down is sucked into space. GENERAL GRIEVOUS is the
first one sucked out into space. He fires a cable from his arm that
attaches to the ship. He swings in and lands firmly on the side of the
ship.
OBI-WAN, ANAKIN, and PALPATINE hold on for dear life. A blast shield closes around where the window used to be.
63 INT.BRIDGE-TRADE FEDERATION CRUISER
OBI-WAN continues to fight the BATTLE DROIDS.
The DROIDS have backed
him into a corner. OBI-WAN hides behind a control panel as the DROIDS
blast away at him. He jumps up and over the DROIDS, cutting most of them
down before he lands. He destroys the DROIDS and joins ANAKIN.
ANAKIN and OBI-WAN cut through the rest of the DROIDS as if they
were made of butter. PALPATINE stands in shock as he watches the
carnage. Droid parts are firing everywhere. OBI-WAN and ANAKIN stand
back to back and cut down the last of the DROIDS just as there is a huge
shudder, followed by more alarms. SPARKS begin to fly outside the
windows.
PALPATINE: The hull is burning up!
64 EXT.HULL-TRADE FEDERATION CRUISER-SPACE
GENERAL GRIEVOUS detaches his cable and crawls along the exterior
hull of the Federation Cruiser, using his magnetized hands and feet. He
reaches a row of escape pods and enters an airlock.
65 INT.POD BAY-TRADE FEDERATION CRUISER-SPACE
GENERAL GRIEVOUS enters the escape pod bay through the hatch. The Droid General goes to a control panel and opens an escape pod.
GENERAL GRIEVOUS: Time to abandon ship.
GENERAL GRIEVOUS pulls a row of switches, and one by one the escape pods are jettisoned.
66 INT.ESCAPE POD-SPACE
He gets in one, the hatch closes, and the escape pod blasts away from the damaged Cruiser.
67 INT.BRIDGE-TRADE FEDERATION CRUISER
OBI-WAN and ANAKIN go over to the navigator's chair.
ANAKIN: All the escape pods have been launched.
OBI-WAN: Grievous. Can you fly a cruiser like this?
ANAKIN: You mean, do I know how to land what's left of this thing?
ANAKIN sits in the pilot's chair and sees on a screen the back half
of the ship break away. There is a great jolt, and the ship tilts
forward.
OBI-WAN: Well?
ANAKIN: Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.
OBI-WAN and PALPATINE strap themselves into chairs. ANAKIN struggles
with the controls of the ship. The ship starts to glow, and pieces
break off. ARTOO moves in on Palpatine 's controls and assists in flying
the cruiser.
OBI-WAN: Steady... Attitude... eighteen degrees.
ARTOO beeps.
ANAKIN: Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.
OBI-WAN: Temp steady. Hatches open, flaps extended, drag fins...
A large part of the ship breaks away.
ANAKIN: We lost something.
OBI-WAN: Not to worry, we're still flying half the ship.
ANAKIN: Now we're really picking up speed... I'm going to shift a few degrees and see if I can slow us down.
OBI-WAN: Careful... we're heating up-twelve thousand... thirteen thousand...
ANAKIN: What's our speed?
OBI-WAN: Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand. We're in the atmosphere.
ANAKIN points to one of the controls. ARTOO beeps madly.
ANAKIN: Grab that... Keep us level.
OBI-WAN: Steady. Steady.
ANAKIN: Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.
OBI-WAN: Five thousand. Three thousand... two thousand. Fireships on the left and the right.
FIRESHIP PILOT: We'll take you in.
OBI-WAN: Copy that. Landing strip's straight ahead.
ANAKIN: We're coming in too hot.
OBI-WAN: Easy-easy.
The ship leaves a contrail as it streaks across the Coruscant
skyline. PALPATINE and OBI-WAN hold on for dear life as the ship shakes
and rattles toward an industrial landing platform.
68 EXT.CORUSCANT-INDUSTRIAL LANDING PLATFORM-AFTERNOON
A large landing platform in the industrial part of the city is
surrounded by Emergency Fire Speeders. The smoking ship approaches as
five Fireships spray it with foam. The ship finally makes a rather hard
landing.
OBI-WAN: Another happy landing.
69 EXT.CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-LATE AFTERNOON
The small Jedi Shuttle carrying PALPATINE and the JEDI arrives at
the landing platform. There are a DOZEN SENATORS, including BAIL ORGANA,
JAR JAR BINKS, and C-3PO, waiting for them. PALPATINE, R2-D2, and
ANAKIN get out. OBI-WAN and MACE stay in the doorway of the Jedi
Shuttle.
ANAKIN: (to Obi-Wan) Are you coming, Master?
OBI-WAN: Oh no. I'm not brave enough for politics. I have to report to the Council. Besides, someone needs to be the poster boy.
ANAKIN: Hold on, this whole operation was your idea. You planned it. You led the rescue operation. You have to be the one to take the bows this time.
OBI-WAN: Sorry, old friend. Let us not forget that you rescued me from the Buzz Droids.
ANAKIN: All because of your training, Master.
OBI-WAN:... the endless speeches... Anakin, let's be fair.
ANAKIN: All right. But you owe me... and not for saving your skin for the tenth time...
OBI-WAN: Ninth time... that business on Cato Nemoidia doesn't count. I'll see you at the briefing.
ANAKIN smiles and walks away from OBI-WAN.
The CHANCELLOR and his entourage approach MACE.
MACE WINDU: Chancellor Palpatine, what a welcome sight! Are you all right?
PALPATINE: Yes, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again.
MACE WINDU: General Grievous will run and hide as he always does.
PALPATINE: That maybe true, but with Count Dooku dead, he is the leader of the Droid Army, and I assure you, the Senate will vote to continue the war as long as Grievous is alive.
MACE WINDU: Then the Jedi Council will make finding Grievous our highest priority.
BAIL, ANAKIN, and the crowd walk away from the platform toward the Senate Building Grand Hallway.
BAIL ORGANA: Skywalker, the Republic cannot praise you enough.
ANAKIN and BAIL ORGANA, walking in the hallway.
ANAKIN: Thank you, Senator Organa. The kidnapping was a bold move by the Separatists, but it was a mistake that Obi-Wan and I were able to take advantage of.
ARTOO and THREEPIO follow behind the crowd.
C-3PO: It couldn't possibly be as bad as all that.
ARTOO beeps.
C-3PO: (continuing) Well, there, I agree with you. In fact, I could do with a tune-up myself.
70 INT.CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE AFTERNOON
ANAKIN is at the back of the crowd of SENATORS, talking with BAIL ORGANA.
R2-D2 and C-3PO scoot along ahead of them.
BAIL ORGANA: The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures.
ANAKIN: I wish that were so, but the fighting is going to continue until General Grievous is spare parts... The Chancellor is very clear about that.
Behind a row of large columns, a SHADOWY FIGURE follows the JEDI and the SENATOR.
ANAKIN senses the figure.
BAIL ORGANA: I'll do everything I can with the Senate.
ANAKIN: Excuse me.
BAIL ORGANA: Certainly.
ANAKIN stops, and BAIL goes off after PALPATINE and the others.
ANAKIN goes behind one of the giant columns to meet up with the SHADOWY
FIGURE, who is revealed to be SENATOR PADME AMDALA.
They embrace and
kiss.
PADME: Oh, Anakin! Thank goodness, you're back.
ANAKIN: I missed you, Padme. I've missed you so.
PADME: There were whispers... that you'd been killed. I've been living with unbearable dread.
ANAKIN: I'm back, I'm all right. It feels like we've been apart for a lifetime. And it might have been... If the Chancellor hadn't been kidnapped. I don't think they would have ever brought us back from the Outer Rim sieges.
ANAKIN starts to give her another kiss. She steps back.
PADME: Wait, not here...
He grabs her again.
ANAKIN: Yes, here! I'm tired of all this deception. I don't care if they know we're married.
PADME: Anakin, don't say things like that. You're important to the Republic... to ending this war. I love you more than anything, but I won't let you give up your life as a Jedi for me...
ANAKIN: I've given my life to the Jedi order, but I'd only give up my life, for you.
PADME: (playfully) I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi... Come to me later.
ANAKIN embraces her, then looks at her.
ANAKIN: Are you all right? You're trembling. What's going on?
PADME: I'm just excited to see you.
ANAKIN: That's not it. I sense more... what is it?
PADME: Nothing... nothing...
ANAKIN: You're frightened. (a little angry) Tell me what's going on!
PADME begins to cry.
PADME: You've been gone five months... it's been very hard for me. I've never felt so alone. There's...
ANAKIN: Is there someone else?
PADME: (peeved, angry) No! Why do you think that? Your jealousy upsets me so much, Anakin. I do nothing to betray you, yet you still don't trust me. Nothing has changed.
ANAKIN: (sheepish) I'm afraid of losing you, Padme... that's all.
PADME: I will never stop loving you, Anakin. My only fear is losing you.
ANAKIN: It's just that I've never seen you like this...
PADME: Something wonderful has happened.
They look at each other for a long moment.
PADME: (continuing) I'm... Annie, I'm pregnant.
ANAKIN is stunned. He thinks through all of the ramifications of this. He takes her in his arms.
ANAKIN: That's... that's wonderful.
PADME: What are we going to do?
ANAKIN: We're not going to worry about anything right now, all right? This is a happy moment. The happiest moment of my life.
71 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...
GENERAL GRIEVOUS takes the elevator to an upper level. He enters a
conference room and presses a series of buttons on the table, and bows.
72 INT.UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY
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.
The hologram of Sidious talks to GRIEVOUS about the death of Count Dooku.
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.
73 INT.CORUSCANT-PADME'S APARTMENT-TWILIGHT
PADME stands in the balcony brushing her hair. ANAKIN leans against the wall, watching her lovingly.
ANAKIN: every second I was thinking of you. Protecting the endless, nameless Outer Rim settlements became a torture... the battles were easy, the longing became unbearable... I've never been so happy as I am at this moment.
PADME: Annie, I want to have our baby back home on Naboo. We could go to the lake country where no one would know... where we would be safe. I could go early-and fix up the baby's room. I know the perfect spot, right by the gardens.
ANAKIN: You are so beautiful!
PADME: It's only because I'm so in love...
ANAKIN: No, it's because I'm so in love with you.
PADME: So love has blinded you?
ANAKIN: Well, that's not exactly what I meant...
PADME: But it's probably true!
They laugh.
ANAKIN: I haven't laughed in so long...
PADME: Neither have I.
74 INT.POLIS MASSA-MEDICAL CENTER-DREAM
The view is strangely distorted and disorienting. PADME is on a
table in an alien medical chamber. She is giving birth and is screaming.
PADME: Anakin, help me! Help, Anakin! Anakin, I love you. I love you.
She screams and dies.
75 INT.CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT
ANAKIN awakens in a panic. He is covered in sweat. He looks over in
the bed and sees PADME sound asleep next to him. ANAKIN gets out from
under the sheets and sits on the side of the bed. He is breathing
heavily. He puts his head in his hands and weeps. He regains his
composure and leaves the room down a set of stairs. PADME awakens,
realizes Anakin is gone.
PADME: Anakin??
She gets out of bed and goes downstairs to look for him.
76 EXT.CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT
ANAKIN walks down a flight of stairs onto a large veranda. The vast
city planet of Coruscant, smoldering from the battle, is spread out
before him. He is distraught.
PADME descends the stairs and joins ANAKIN on the veranda. She takes his hand. He doesn't look at her.
PADME: What's bothering you?
ANAKIN: Nothing...
ANAKIN touches the japor snippet around PADME'S neck, that Anakin gave her when he was a small boy.
ANAKIN: (continuing) I remember when I gave this to you.
PADME: Anakin, how long is it going to take for us to be honest with each other?
ANAKIN: It was a dream.
PADME: Bad?
ANAKIN: Like the ones I used to have about my mother just before she died.
PADME: And?
ANAKIN: It was about you.
They look at each other. A moment of concern passes between them.
PADME: Tell me.
ANAKIN: It was only a dream.
PADME gives him a long, worried look. ANAKIN takes a deep breath.

PADME: And the baby?
ANAKIN: I don't know.
PADME: It was only a dream.
ANAKIN takes PADME in his arms.
ANAKIN: I won't let this one become real, Padme.
They embrace, then part.
PADME: Anakin, this baby will change our lives. I doubt the Queen will continue to allow me to serve in the Senate, and if the Council discovers you are the father, you will be expelled from the Jedi Order.
ANAKIN: I know ….
PADME: Anakin, do you think Obi-Wan might be able to help us?
ANAKIN: (suspicious) Have you told him anything?
PADME: No, but he's your mentor, your best friend... he must suspect something.
ANAKIN: He's been a father to me, but he's still on the Council. Don't tell him anything!
PADME: I won't, Anakin.
ANAKIN: I don't need his help... Our baby is a blessing, not a problem.
77 INT.CORUSCANT-JEDI TEMPLE-YODAS QUARTERS-DAY
YODA and ANAKIN sit in Yoda 's room, deep in thought.
YODA: Premonitions... premonitions... Hmmmm... these visions you have...
ANAKIN: They are of pain, suffering, death...
YODA: Yourself you speak of, or someone you know?
ANAKIN: Someone...
YODA: close to you?
ANAKIN: Yes.
YODA: Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side.
ANAKIN: I won't let these visions come true, Master Yoda.
YODA: Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them, do not. Miss them, do not. Attachment leads to jealousy. The shadow of greed, that is.
ANAKIN: What must I do, Master Yoda?
YODA: Train yourself to let go of everything you fear to lose.
78 INT.CORUSCANT-JEDI TEMPLE-HALLWAY-DAY
ANAKIN hurries down a temple hallway, heading toward a Jedi Briefing Room. SEVERAL JEDI are exiting.
79 INT.CORUSCANT-JEDI TEMPLE-BRIEFING ROOM-DAY
ANAKIN rushes into the Briefing 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 is shutting off some holograms and
electronic charts and maps.
OBI-WAN: You missed the report on the Outer Rim sieges.
ANAKIN: I'm sorry, I was held up. I have no excuse.
OBI-WAN: 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?
OBI-WAN: The Senate is expected to vote more executive powers to the Chancellor today.
ANAKIN: Well, that can only mean less deliberating and more action. Is that bad? It will make it easier for us to end this war.
OBI-WAN: Anakin, be careful of your friend Palpatine.
ANAKIN: Be careful of what?
OBI-WAN: He has requested your presence.
ANAKIN: What for?
OBI-WAN: He would not say.
ANAKIN: He didn't inform the Jedi Council? That's unusual, isn't it?
OBI-WAN: 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 the Chancellor's power, mine also for that matter. Aren't we all working together to save the Republic? Why all this distrust?
OBI-WAN: The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings.
80 INT.CORUSCANT-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.
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.
ANAKIN: I agree, but the Jedi Council may not see it that way.
PALPATINE: 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: Thank you, my friend, but in this case I have no choice... this war must be won.
ANAKIN: Everyone will agree on that.
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.
ANAKIN: What do you mean?
PALPATINE: 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, sir.
PALPATINE: Nevertheless, their actions will speak more loudly than their words. I'm depending on you.
ANAKIN: For what? I don't understand.
PALPATINE: To be the eyes, ears, and voice of the Republic...
ANAKIN thinks about this.
PALPATINE: (continuing) Anakin... I'm appointing you to be my personal representative on the Jedi Council.
ANAKIN: Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this.
PALPATINE: I think they will... they need you more than you know.
81 INT.CORUSCANT-BAIL ORGANA'S OFFICE-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.
GIDDEAN DANU: The constitution is in shreds. Amendment after amendment... executive directives, sometimes a dozen in one day.

EVERYONE looks at each other, a little worried at the implications of what was just said.
TERR TANEEL: What are you suggesting?
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.
GIDDEAN 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...
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.
 PADME considers this for a moment.
PADME: Agreed.
82 INT.CORUSCANT-JEDI TEMPLE-HALLWAY OUTSIDE COUNCIL CHAMBERS-DAY
ANAKIN stands pensively in front of the Jedi Council Chambers. The door opens.
83 INT.CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-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, the HOLOGRAMS
of PLO KOON and KI-ADI-MUNDI.
MACE: 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 Chancellor Palpatine.
ANAKIN: I understand.
MACE: You are on this Council, but we do not grant you the rank of Master.
Anakin reacts with anger.
ANAKIN: What? ! How can you do this?? This is outrageous, it's unfair... I'm more powerful than any of you. How can you be on the Council and not be a Master?
MACE: Take a seat, young Skywalker.
ANAKIN: Forgive me, Master.
ANAKIN goes and sits in one of the empty chairs. Everyone is embarrassed. KI-ADI-MUNDI WHO APPEARS AS A HOLOGRAM, speaks.
Kl-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: It may take some time... we do not have many ships to spare.
MACE: We cannot take ships from the front line.
OBI-WAN: 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.
Kl-ADI-MUNDI: What about the droid attack on the Wookiees?
MACE: It is critical we send an attack group there, immediately!
OBI-WAN: 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: 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: It is settled then. Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all.
ANAKIN is disappointed.
84 INT.CORUSCANT-JEDI TEMPLE-MASSIVE MAIN HALLWAY AND ALCOVE-LATE AFTERNOON
ANAKIN and OBI-WAN walk through one of the massive Jedi Temple hallways. ANAKIN is furious.
ANAKIN: 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. It's insulting!
OBI-WAN: 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. 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 swear to you, I didn't ask to be put on the Council...
OBI-WAN: But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off.
ANAKIN: That has nothing to do with this.
OBI-WAN: Anakin, regardless of how it happened, you find yourself in a delicate situation.
ANAKIN: You mean divided loyalties.
OBI-WAN: I warned you there was tension between the Council and the Chancellor. I was very clear. Why didn't you listen? You walked right into it.
ANAKIN: The Council is upset I'm the youngest to ever serve.
OBI-WAN: 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: I hope so...
ANAKIN: I sense there's more to this talk than you're saying.
OBI-WAN: Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you.
ANAKIN: And?
OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation.
ANAKIN: What situation?
OBI-WAN: (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: 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: This assignment is not to be on record. The Council asked me to approach you on this personally.
ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here.
OBI-WAN: That is 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: Master, the Senate demanded that he stay longer.
OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place.
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: The Council is asking you.
85 EXT.CORUSCANT-CLONE LANDING PLATFORM-DAY
A JEDI GUNSHIP heads for the huge Clone landing platform.
86 INT.CORUSCANT-JEDI GUNSHIP-DAY
YODA, MACE, and OBI-WAN ride in the GUNSHIP as it heads for the Clone landing platform. Mace and Obi-Wan are sitting.
OBI-WAN : 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: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him.
OBI-WAN: He'll be all right.
MACE:I wish I did.
OBI-WAN: 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: So the prophecy says.
YODA: A prophecy... that misread could have been.
OBI-WAN: He will not let me down. He never has.
YODA: I hope right you are. And now destroy the Droid armies on Kashyyyk, I will. May the Force be with you.
The GUNSHIP lands and the ramp lowers. YODA exits the GUNSHIP.
MACE
and OBI-WAN stand and give him a brief bow then take off in the GUNSHIP.
87 EXT.CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET
Padme's Speeder pulls up to the landing platform. CAPTAIN TYPHO
escorts PADME onto the veranda, where TWO HANDMAIDENS (ELLE and MOTEE)
are waiting. PADME turns to CAPTAIN TYPHO.
PADME: Thank you, Captain.
CAPTAIN TYPHO: Rest well. My Lady.
CAPTAIN TYPHO gets back into the Speeder, and it disappears into the
cityscape. The HANDMAIDENS, Motee and Elle, approach PADME as the
SHADOW OF A FIGURE moves in the background. C-3PO is standing nearby.
PADME: I'll be up in a while.
MOTEE: Yes, my lady.
C-3PO stands, confused, as the HANDMAIDENS turn and exit.
C-3PO: Is there anything I might do for you, my lady?
PADME: Yes, make sure all the security droids are working. Thank you, Threepio.
The golden droid turns and exits.
PADME stands and watches the sunset. The SHADOWY FIGURE moves toward her. She senses something.
ANAKIN: Beautiful, isn't it?
PADME jumps and turns around.
PADME: You startled me.
He sits next to her on the bench.
ANAKIN: How are you feeling?
PADME: He keeps kicking.
ANAKIN: He?! Why do you think it's a boy?
PADME: (laughs) My motherly intuition.
She puts his hand on her belly.
ANAKIN: Whoa! With a kick that strong, it's got to be a girl.
They laugh.
PADME: I heard about your appointment. Anakin.
ANAKIN: I may be on the Council, but... they refused to accept me as a Jedi Master.
PADME: Patience. In time, they will recognize your skills.
ANAKIN: They still treat me as if I were a Padawan learner... they fear my power, that's the problem.
PADME: Anakin...
ANAKIN: Sometimes, I wonder what's happening to the Jedi Order... I think this war is destroying the principles of the Republic.
PADME: Have you ever considered that we may be on the wrong side?
ANAKIN: (suspicious) What do you mean?
PADME: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?
ANAKIN: I don't believe that.
PADME: Anakin, this war represents a failure to listen... Now, you're closer to the Chancellor than anyone. Please, please ask him to stop the fighting and let diplomacy resume.
ANAKIN: (growing angry) Don't ask me to do that, Padme. Make a motion in the Senate, where that kind of a request belongs. I'm not your errand boy. I'm not anyone's errand boy!
PADME: What is it?
ANAKIN: Nothing.
PADME: Don't do this... don't shut me out. Let me help you.
ANAKIN: You can't help me... I'm trying to help you.
They look in each other's eyes.
ANAKIN: (continuing) I sense... there are things you are not telling me.
PADME is startled at this.
PADME: I sense there are things you are not telling me.
PADME smiles. ANAKIN is a little embarrassed.
PADME: (continuing) Hold me... like you did by the lake on Naboo, so long ago... when there was nothing but our love... No politics, no plotting... no war.
88 INT.CORUSCANT-GALAXIES OPERA HOUSE-NIGHT
ANAKIN lands his speeder and exits.
ANAKIN runs up the stairs at the Galaxies Opera House.
ANAKIN runs through the hallway and enters Palpatine's box, where
the CHANCELLOR is sitting with Mas Amedda and Sly-Moore, watching the
Man Calamari Ballet doing "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 monster and end this war.
PALPATINE: I would worry about the collective wisdom of the Council if they didn't select you for this assignment. You are the best choice by far … but, they can't always be trusted to do the right thing.
ANAKIN: They try.
PALPATINE: Sit down, (to his aides) Leave us.
ANAKIN sits next to PALPATINE.
The Chancellor leans over to him.
PALPATINE: (continuing) Anakin, you know I'm not able to rely on the Jedi Council. 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... the Jedi Council want control of the Republic... they're planning to betray me.
ANAKIN: I don't think...
PALPATINE: Anakin, search your feelings. You know, don't you?
ANAKIN: I know they don't trust you...
PALPATINE: Or the Senate... or the Republic... or democracy for that matter.
ANAKIN: I have to admit my trust in them has been shaken.
PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they?
ANAKIN doesn't say anything. He simply looks down.
PALPATINE: (continuing) They asked you to spy on me, didn't they?
ANAKIN: I don't know... 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: evil.
PALPATINE: from a Jedi's 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 inward, only about themselves.
PALPATINE: And the Jedi don't?
ANAKIN: The Jedi are selfless... they only care about others.
PALPATINE smiles.
PALPATINE: 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's 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: (continuing) Did you ever hear the tragedy of Darth Plagueis "the wise"?
ANAKIN: No.
PALPATINE: I thought not. It's not a story the Jedi would tell you. 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?
PALPATINE: He became so powerful... the only thing he was afraid of was losing his power, which eventually, of course, he did.  It's ironic he could save others from death, but not himself.
ANAKIN: Is it possible to learn this power?
PALPATINE: Not from a Jedi.
89 EXT.KASHYYYK-DAY
A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the HOLOGRAM AREA.
90 INT.KASHYYYK-HOLOGRAM AREA-DAY
YODA and various JEDI speak via hologram. The discussion includes OBI-WAN, MACE, AGEN KOLAR, YODA- KI-ADI-MUNDI and PLO KOON.
Kl-ADI-MUNDI: (holo) Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents.
MACE: (holo) How could the Chancellor have 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.
OBI-WAN: 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: (a little peeved) The Council will make up its own mind who is to go, not the Chancellor.
Kl-ADI-MUNDI: Yes, this decision is ours to make.
ANAKIN is embarrassed and becomes sullen.
YODA: A Master is needed, with more experience.
MACE: 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: (continuing) No offense, my Master, but I'm only stating a fact.
OBI-WAN: Oh no, you're quite right, but I do have the most experience with his ways of combat.
YODA: Obi-Wan, my choice is.
Kl-ADI-MUNDI: I concur. Master Kenobi should go.
YODA: I agree.
All the JEDI concur.
MACE: Very well. Council is adjourned.
ANAKIN is angry.
MACE: (continuing) 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.
91 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 begins.
92 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.
93 EXT.CORUSCANT-PADME'S APARTMENT-EARLY MORNING
Padme's apartment building is surrounded by the smog-shrouded city of Coruscant.
94 INT.CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING
PADME and OBI-WAN sit on one of the couches.
OBI-WAN: Has Anakin been to see you?
PADME: Several times... I was so happy to hear he was accepted on the Jedi Council.
OBI-WAN: I know... he deserves it. He is impatient, strong willed, very opinionated, but truly gifted.
They laugh.
PADME: You're not just here to say hello. Something is wrong, isn't it?
OBI-WAN: You should be a Jedi, Padme.
PADME: You're not very good at hiding your feelings.
OBI-WAN: It's Anakin... He's becoming moody and detached. He's been put in a difficult position as the Chancellor's representative... but I think it's more than that. I was hoping he may have talked to you.
PADME: Why would he talk to me about his work?
OBI-WAN studies her.
OBI-WAN: Neither of you is very good at hiding your feelings either.
PADME: Don't give me that look.
OBI-WAN: I know how he feels about you.
PADME: (nervous) What did he say?
OBI-WAN: Nothing. He didn't have to.
PADME is a little flustered. She stands and Obi-Wan follows. She walks to the balcony.
PADME: I don't know what you're talking about.
OBI-WAN: I know you both too well. I can see you two are in love. Padme, I'm worried about him.
PADME looks down and doesn't answer.
OBI-WAN: (continuing) I fear your relationship has confused him. He's changed considerably since we returned...
They stand on the balcony and look off at the early morning city.
OBI-WAN starts to leave. PADME stays looking off into the distant city.
OBI-WAN: (continuing) Padme, I'm not telling the Council about any of this. I... I hope I didn't upset you. We're all friends, I care about both of you...
PADME: Thank you, Obi-Wan.
OBI-WAN: Please do what you can to help him.
95 INT.CORUSCANT-PADME'S APARTMENT-DAY
PADME, MON MOTHMA, and five other Senators (BANA BREEMU, FANG ZAR.
CHI EEKWAY, GIDDEAN DANU, BAIL ORGANA) sit in Padme's living room. C-3PO
serves drinks to the guests.
PADME: We cannot let this turn into another war.
BAIL ORGANA: Absolutely, that is the last thing we want.
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 would be dangerous.
MON MOTHMA: We don't 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: 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.
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.
96 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: 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: (continuing) Master, I've disappointed you. I have not been very appreciative of your training...  I've just been so frustrated with the Council. Your friendship means everything to me.
OBI-WAN: You are strong and wise, Anakin, and I am very proud of you.  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.
OBI-WAN: (continuing) 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.
97 EXT.CORUSCANT-CLONE LANDING PLATFORM-DAY
The Republic cruiser lifts off and heads for space.
98 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.  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: 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.
OBI-WAN: (laughing) 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 you.
99 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.
100 EXT.CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY
The Chancellor's Transport races through the city and heads for the
Senate Office Building landing platform. Waiting on the landing platform
is a LONE JEDI.
The Transport lands, and CHANCELLOR PALPATINE emerges
with FOUR ROYAL GUARDS and MAS AMEDDA.
The FOUR ROYAL GUARDS move off in
another direction as PALPATINE greets ANAKIN, who has been waiting for
him.
PALPATINE: Well, Anakin, did you see your friend off?
ANAKIN: He will soon have Grievous's head.
PALPATINE: We can only hope the Council didn't make a mistake.
ANAKIN: The Council was very sure in its decision.
They exit the landing platform.
101 INT.CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY
They enter the main hallway of the Senate Office Building. They pass
SEVERAL SENATORS, including REPRESENTATIVE JAR JAR BINKS from Naboo.
JAR JAR: Helloo Annie. Good en to see yousa...
The Gungan waves to Anakin.
ANAKIN: Hi, Jar Jar.
JAR JAR: Oopsin da Chancellor!! So sorry, Your Highness, sir.
Anakin turns back to the Chancellor.
PALPATINE: There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment.
ANAKIN: Not fit? Why would anyone think that?
PALPATINE: They say his mind has become fogged by the influence of a certain female Senator.
 Who?!?
PALPATINE: (slyly) No one knows who she is... only that she is a Senator.
ANAKIN: That's impossible. I would know.
PALPATINE: Sometimes the closest are the ones who cannot see.
ANAKIN becomes worried.
PALPATINE: (continuing) Idle Senate gossip is rarely true and never accurate. I'm sure your Master will do fine.
102 INT.POLIS MASSA-MEDICAL CENTER-DREAM
PADME calls out in pain. OBI-WAN is near her and softly speaks to her.
OBI-WAN: Save your energy.
PADME: I can't!
OBI-WAN: Don't give up, Padme. Don't give up...
103 INT.CORUSCANT-PADME'S APARTMENT-LANDING ROOM-DAY
ANAKIN is in the living room, working. He sits on the couch where Obi-Wan was sitting. PADME enters and crosses behind him.
ANAKIN: I sense someone familiar... Obi-Wan's been here, hasn't he?
PADME: He came by this morning.
ANAKIN: What did he want?
PADME looks at him for a moment. ANAKIN seems tense.
PADME: He's worried about you.
ANAKIN: You told him about us, didn't you?
She continues to walk to the bedroom, he follows.
PADME: He's your best friend, Anakin. He says you're under a lot of stress.
ANAKIN: And he's not?
PADME: You have been moody lately.
ANAKIN: I'm not moody...
PADME: Anakin! Don't do this again.
ANAKIN: I don't know... I feel... lost.
PADME: Lost? What do you mean? You're always so sure of yourself. I don't understand.
ANAKIN: Obi-Wan and the Council don't trust me.
PADME: They trust you with their lives. Obi-Wan loves you as a son.
ANAKIN: Something's happening... I'm not the Jedi I should be. I am one of the most powerful Jedi, but I'm not satisfied... I want more, and I know I shouldn't.
PADME: You expect too much of yourself.
They stop in front of the window in the bedroom. ANAKIN puts his hand on her belly.
ANAKIN: I have found a way to save you.
PADME: Save me?
ANAKIN: From my nightmares.
PADME: Is that what's bothering you?
ANAKIN: I won't lose you, Padme.
 I promise you.
ANAKIN: No, I promise you! I am becoming so powerful with my new knowledge of the Force, I will be able to keep you from dying.
PADME looks ANAKIN in the eye.
PADME: You don't need more power, Anakin. I believe you can protect me against anything, just as you are.
They embrace and kiss.
104 EXT.UTAPAU-SPACE
OBI-WAN blasts out of the BLUE JEDI FIGHTER's hyperspace ring and
heads for the planet Utapau.  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,
GREVIOUS' BODYGUARDS watch as OBI-WAN talks to TION MEDON.
TION MEDON: Greetings, young Jedi. What brings you to our remote sanctuary?
OBI-WAN: Unfortunately, the war.
TION MEDON: There is no war here unless you've brought it with you.
OBI-WAN: 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: I understand.
TION MEDON: The tenth level... thousands of Battle Droids...
OBI-WAN: 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
Landing Platform. GREVIOUS' BODYGUARDS retreat from the overhead
platform. OBI-WAN climbs back into his BLUE JEDI FIGHTER.
His Astro Unit
(R4-G9) turns to him:
OBI-WAN: (continuing) Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.
The little Astro Droid beeps a reply.
106 EXT.UTAPAU-OBSERVATION DECK-DAY
On a high balcony, TION MEDON looks down on the landing platform. A
few steps behind him stands one of GENERAL GREVIOUS' BODYGUARDS.
They
watch the canopy lower.
TION MEDON: I told you, all he wanted was fuel.
BODYGUARD: What was his name?
TION MEDON: He didn't say.
They watch as the BLUE JEDI FIGHTER takes off.
107 INT.UTAPAU-LANDING PLATFORM-HALLWAY-DAY
OBI-WAN also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city.
108 EXT.UTAPAU STAIRWAY-SINKHOLE RIM-DAY
OBI-WAN quickly rushes up a stairway cut into the side of the
sinkhole. It's hard to see him. In an alcove, he carefully surveys the
city, then quickly moves on.
109 INT.UTAPAU-CITY-DRAGON CORRAL-DAY
OBI-WAN makes his way through the city, looking up at the tenth
level with electro-binoculars from his utility belt. He tries to figure
out how he is going to get up there. He hears strange bellowing cries
and he investigates.

SEVERAL WRANGLERS are standing around.
OBI-WAN walks up to the WRANGLERS and uses the Force with his slight hand movements.
OBI-WAN: I need transportation.
WRANGLER: (subtitled, in native tongue) You need transportation.
OBI-WAN: Get it for me.
WRANGLER: (subtitled, in native tongue) I will get it for you.
One of the WRANGLERS turns to the others and chatters away in his
strange tongue. OBI-WAN walks along the line of DRAGON/LIZARDS, checking
out each one. He looks at their teeth, legs, etc. Finally he pats one
on the neck.
OBI-WAN: This one.
The WRANGLER brings the chosen one over to him.
WRANGLER: Boga. She answers to Boga.
OBI-WAN: Good girl, Boga.
OBI-WAN swings onto the back of the LIZARD.
The beast rears up and scurries outside to the edge of the sinkhole.
110 EXT.UTAPAU-SINKHOLE WALL-LIZARD-DAY
The LIZARD BOGA rears up on her hind legs again, then climbs the
wall of the sheer cliff and starts moving up toward the tenth level. The
city appears to be deserted. OBI-WAN is alert to any movement.
111 INT.UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY
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.
112 INT.UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY
The JEDI removes his cloak and jumps down behind the 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 droids) Kill him!
About a HUNDRED BATTLE DROIDS surround OBI-WAN, GENERAL GRIEVOUS,
and his BODYGUARDS.
OBI-WAN looks around, then walks right up to GENERAL
GRIEVOUS.
They stare at each other for a moment.
GENERAL GRIEVOUS: Enough of this.
The BODYGUARDS raise their power staffs to knock OBI-WAN away, but
OBI-WAN 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 GENERAL GRIEVOUS.
The other
THREE BODYGUARDS attack OBI-WAN with an intense fury.
OBI-WAN uses the Force to release apiece 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
toward OBI-WAN.
GENERAL GRIEVOUS: Back away. I will deal with this Jedi slime myself.
OBI-WAN: Your move.
 I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi.
His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship.
OBI-WAN: You forget I trained the Jedi that 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 GREVIOUS' hands. A loud EXPLOSION is
heard echoing throughout the sinkhole. GENERAL 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 can be seen rappelling onto balconies.
OBI-WAN: I may not defeat your droids, but my troops certainly will.
GENERAL GRIEVOUS: Army or not, you must realize you are doomed.
OBI-WAN: I don't think so.
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 GENERAL GRIEVOUS, who defends
himself rigorously with one of his bodyguard's electro-staffs. OBI-WAN
uses the Force to hurl GENERAL GRIEVOUS backwards. He falls onto a lower
platform and OBI-WAN jumps down after him.
113 INT.UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY
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. OBI-WAN spots GENERAL GRIEVOUS racing toward one of the
landing platforms in the midst of the battle. GENERAL GRIEVOUS jumps
onto a WHEEL SCOOTER and takes off down the wall of the sinkhole.
OBI-WAN whistles for his LIZARD BOGA, who runs to him. OBI-WAN jumps on.
114 EXT.UTAPAU-CLIFF AND LANDING PLATFORM-DAY
The chase begins. Obi-Wan drops his lightsaber while riding Boga.
115 EXT.CORUSCANT-SENATE OFFICE BUILDING-SUNSET
The sun is setting as the lights come on in the massive Senate Office Building. The sky is red.
116 INT.CORUSCANT-CHANCELLOR'S OFFICE-SUNSET
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 PALPATINE.
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. That is why I am here.
FANG ZAR: But surely...
The Chancellor turns on FANG ZAR.
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 turns to ANAKIN.
PALPATINE: (continuing) 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.
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.
PALPATINE: Yes, you do, but you don't seem to want to admit it. There is much conflict in you, Anakin.
117 INT.CORUSCANT-JEDI WAR ROOM-EARLY EVENING
KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE 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: I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor.
Kl-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...
Kl-ADI-MUNDI:... and replace the Congress with Senators who are not filled with greed and corruption.
YODA: To a dark place this line of thought will carry us. Hmmmmm. great care we must take.
118 INT.CORUSCANT-CHANCELLOR'S OFFICE-EARLY EVENING
ANAKIN brings news to PALPATINE.
ANAKIN: Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.
PALPATINE: We can only hope that Master Kenobi is up to the challenge.
ANAKIN: I should be there with him.
PALPATINE: It is upsetting to me to see that the Council doesn't seem to fully appreciate your talents.
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: 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 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.  Let me train you.
ANAKIN: I won't be a pawn in your political game. The Jedi are my family.
PALPATINE: Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force, Anakin, and you will be able to save your wife from certain death.
ANAKIN: What did you say?
PALPATINE: Use my knowledge, I beg you...

ANAKIN ignites his lightsaber.
PALPATINE: I know what has been troubling you... Listen to me. Don't continue to be a pawn of the Jedi Council!
ANAKIN: You're wrong!

ANAKIN: I would certainly like to.
PALPATINE: I know you would. I can feel your anger. It gives you focus, makes you stronger.
ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense
moment, then ANAKIN relaxes, and then turns off his lightsaber.
ANAKIN: I am going to turn you over to the Jedi Council.
PALPATINE: Of course you should. But you're not sure of their intentions, are you? What if I am right and they are plotting to take over the Republic?
ANAKIN: I will quickly discover the truth of all this.
PALPATINE: You have great wisdom, Anakin. Know the power of the dark side. The power to save Padme.
ANAKIN stares at him for a moment.
PALPATINE turns and moves to his office.
PALPATINE: (continuing) I am not going anywhere. You have time to decide my fate. Perhaps you'll reconsider and help me rule the galaxy for the good of all...
PALPATINE sits behind his desk.
119 EXT.UTAPAU-CLIFF AND LANDING PLATFORM-DAY
OBI-WAN gives the LIZARD a swift kick with the heel of his boot, and
they take off down the vertical side of the sheer cliff. As GENERAL
GRIEVOUS reaches the landing platform where his shuttle is waiting.
OBI-WAN drops onto the top of the starship with his LIZARD.
 The sinkhole is
engulfed in a great battle between CLONES and DROIDS.
The PEOPLE OF UTAPAU cower in whatever shelter they can find.
120 EXT.UTAPAU-MAIN CITY PLAZA-DAY
A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the DROID ARMY.
OBI-WAN and GENERAL GRIEVOUS race through the city at breakneck
speed. Passing through battle zones, narrowly escaping EXPLOSIONS, laser
bolts, and TROOPS from both sides.
GENERAL GRIEVOUS lays the Scooter down as he goes around sharp
turns. Obi-Wan's LIZARD breathes hard as she tries to keep up. They
destroy droids, equipment, and clone troops as the JEDI and the GENERAL
cut a swath of destruction through the city.
121 EXT.UTAPAU-WINDMILLS-DAY
GENERAL GRIEVOUS works his way out onto the rim of the sinkhole,
passing some wind blades. The evil Droid General releases the brakes on
the lethal blades, and they begin to spin, cutting off Obi-Wan's access
to the General.
GENERAL GRIEVOUS laughs and talks into a comlink.
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 GENERAL GRIEVOUS.
The GENERAL accelerates off the edge, activating his claws, drops,
and clings to another nearby grouping of windmills. Obi-Wan's LIZARD
attempts to jump to follow and barely makes it, almost falling into the
precipice below.
122 INT.UTAPAU-CITY TUNNEL SYSTEM-DAY
GENERAL GRIEVOUS roars through the stone block tunnel system, riding
up on the curved walls as he goes around corners or passes oncoming
traffic. OBI-WAN races after the Droid, his LIZARD moving onto the
ceiling as they pass traffic. OBI-WAN catches up with GENERAL GRIEVOUS,
and they charge through the tunnel, side by side. OBI-WAN grabs the
Droid's electronic staff.
123 EXT.UTAPAU-SECRET LANDING PLATFORM-DAY
Extending from the wall of a small sinkhole is a secret landing
platform with a small Federation Fighter sitting in the middle of it.
OBI-WAN and GENERAL GRIEVOUS race out of the tunnel system and onto the
landing platform.
OBI-WAN yanks on the staff, then jumps off his LIZARD onto the
General's scooter, knocking both warriors to the ground. GENERAL
GRIEVOUS pulls out a laser pistol and fires at OBI-WAN.
The Jedi reaches
out his hand, grabs the General's electro-staff and spins the staff,
blocking the laser bolts.
OBI-WAN charges GENERAL GRIEVOUS, swinging the staff and hitting the
Droid in the stomach, knocking the gun away. GENERAL GRIEVOUS is hit by
the staff, and the Force bends his forearm. He pulls OBI-WAN close to
him, and they engage in a furious fight. The electro-staff is knocked
away. The two engage in hand-to-hand combat. OBI-WAN struggles to avoid
the deadly blows of the brutal, unstoppable Droid.
GENERAL GREVIOUS' stomachplate is loose. OBI-WAN grabs it and rips
it off, revealing the alien life form's guts encased in a bag in the
Droid's chest. GENERAL GRIEVOUS 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. The DROID then grabs
the staff and charges OBI-WAN.
At the last second, OBI-WAN reaches out
his hand and uses the Force to retrieve the Droid's laser pistol.
The JEDI fires several blasts in the stomach area of the alien
Droid, and he EXPLODES from the inside out. The smoldering Droid falls
to the ground. OBI-WAN has killed GENERAL GRIEVOUS.
He pulls himself up
onto the platform and walks by the destroyed carcass.
OBI-WAN: So uncivilized...
OBI-WAN brushes himself off. He throws the pistol onto the platform,
picks up the electro-staff, and jumps on BOGA.
The trusty beast rears
up and takes off into the tunnel system.
124 INT.JEDI GUNSHIP-LANDING PLATFORM-EARLY EVENING
MACE and the JEDI (AGEN KOLAR, KIT FISTO, AND SAESEE TIIN) are
preparing to board a JEDI GUNSHIP to the CHANCELLOR's office. ANAKIN
enters the hangar.
ANAKIN: Master Windu, I must talk to you.
MACE WINDU: What is it, Skywalker? We are in a hurry. We have just
received word that Obi-Wan has destroyed General Grievous. We are on our
way to make sure the Chancellor returns emergency powers back to the
Senate.
ANAKIN: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord.
MACE WINDU: A Sith Lord?
ANAKIN: Yes. The one we have been looking for.
MACE WINDU: How do you know this?
ANAKIN: He knows the ways of the Force. He has been trained to use the dark side.
MACE WINDU: Are you sure?
ANAKIN: Absolutely.
MACE WINDU: Then our worst fears have been realized. We must move quickly if the Jedi Order is to survive.
ANAKIN: Master, the Chancellor is very powerful. You will need my help if you are going to arrest him.
MACE WINDU: For your own good, stay out of this affair. I sense a
great deal of confusion in you, young Skywalker. There is much fear that
clouds your judgment.
ANAKIN: I must go, Master.
MACE WINDU: No. If what you told me is true, you will have gained my trust, but for now remain here.
ANAKIN: Yes, Master.
MACE WINDU: Wait for us in the Council Chamber until we return.
ANAKIN: Yes, Master.
ANAKIN watches as the JEDI leave in their ship.
125 INT.CORUSCANT-JEDI COUNCIL/PADME'S APARTMENT-EARLY EVENING
(INTERCUT)
PADME is alone in her apartment, thinking of Anakin. ANAKIN sits alone in the Jedi Council Chamber thinking of PADME.
PALPATINE: (V.O.) You do know, don't you, if the Jedi destroy me, any chance of saving her will be lost.
PADME: I truly, deeply love you.  I want you to know.
C-3PO: My Lady, are you. Are you all right?
ANAKIN: I can't do this...
ANAKIN rushes out of the Council Chamber and to his speeder. The hangar door opens and he lifts off.
126 EXT.CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-EARLY EVENING
The sky is still blue as a JEDI GUNSHIP lands on the Senate Office Building landing platform.
FOUR JEDI exit the SHUTTLE and enter the Senate Office Building.
MACE WINDU, AGEN KOLAR, KIT FISTO, and SAESEE TIIN, like gunfighters out
of the Old West, walk through the massive hallway, four across.
127 INT.CORUSCANT-LOBBY TO CHANCELLOR'S OFFICE-EARLY EVENING
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.
128 INT.CORUSCANT-CHANCELLOR’S OFFICE-EARLY EVENING
MACE arrives with THREE JEDI to arrest PALPATINE.
PALPATINE: Master Windu. I take it General Grievous has been destroyed then. I must say, you're here sooner than expected.
MACE WINDU: In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.
MACE WINDU and the other JEDI ignite their lightsabers.

MACE: The Senate will decide your fate.
PALPATINE: (burst of anger) I am the Senate!
MACE: Not yet!
PALPATINE stands, a laser sword appears out of his cloak sleeve, and he spins toward the JEDI.
PALPATINE: It's treason, then.
A close shot of PALPATINE as the fight begins. Close shots of THREE
JEDI getting cut down by PALPATINE.
PALPATINE and MACE continue to
fight.
Jedi Master MACE WINDU and the Sith Lord fight their way down the
hallway and into the main office area. PALPATINE is able to use the
Force to slam MACE against the wall, but he recovers before the
Chancellor can cut him down.
ANAKIN lands his speeder, jumps out, and runs down a long corridor toward the Chancellor's office.
In the heat of battle, MACE cuts the window behind the Chancellor's
desk, and it crashes away. MACE is forced out onto the ledge, which is
twenty stories up. They fight over the precipice. ANAKIN arrives to see
PALPATINE and MACE fighting.
They stop as MACE forces PALPATINE to drop his sword. PALPATINE and MACE start yelling at each other.
MACE WINDU: You are under arrest, My Lord.
PALPATINE: Anakin! I told you it would come to this. I was right. The Jedi are taking over.
 The oppression of the Sith will never
return. Your plot to regain control of the Republic is over... you
have lost...
PALPATINE: No! No!
PALPATINE raises his hands, and lightning bolts shoot out. They are
blocked by MACE's lightsaber. PALPATINE is pushed back against the
window sill.
PALPATINE: He is a traitor, Anakin.
MACE WINDU: He's the traitor. Stop him!
PALPATINE: Come to your senses, boy. The Jedi are in revolt. They will betray you, just as they betrayed me.
MACE WINDU: Aarrrrggghhhhh...
PALPATINE: You are not one of them, Anakin.
MACE WINDU: Aarrrrggghhhhh...
PALPATINE: I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him.
MACE WINDU: Don't listen to him, Anakin.
PALPATINE: Help me!  I can't hold on any longer. Ahhhhhhh... ahhhhhhh... ahhhhhhh...
MACE 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: I can't... I give up. Help me. I am weak... I am too weak.  I give up. I'm dying. I can't hold on any longer.
MACE WINDU: You Sith disease. I am going to end this once and for all.
 He must stand trial.
MACE WINDU: He has too much control of the Senate and the Courts. He is too dangerous to be kept alive.
PALPATINE: I'm too weak.  Please.
ANAKIN: It is not the Jedi way...

ANAKIN: (continuing) He must live...
PALPATINE: Please don't, please don't...
ANAKIN: I need him...
PALPATINE: Please don't...
ANAKIN: NO!!!
Just as MACE is about to slash PALPATINE, ANAKIN steps in and cuts off the Jedi's hand holding the lightsaber.
As MACE stares at ANAKIN in shock, PALPATINE springs to life.
The full force of Palpatine's powerful Bolts blasts MACE.
He attempts to deflect them with his one good hand, but the force is too
great. As blue rays engulf his body, he is flung out the window and
falls twenty stories to his death. No more screams. No more moans.
PALPATINE lowers his arm.
PALPATINE: Power! Unlimited power!
His face has changed into a horrible mask of evil. ANAKIN looks on in horror. PALPATINE cackles.
ANAKIN: What have I done?
ANAKIN sits.
 Become my apprentice. Learn to use the dark side of the Force.
ANAKIN: I will do whatever you ask.
PALPATINE: Good.
ANAKIN: Just help me save Padme's life. I can't live without her.  I want the power to stop death.
PALPATINE: To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret.
ANAKIN kneels before PALPATINE.
ANAKIN: I pledge myself to your teachings. To the ways of the Sith.
PALPATINE: Good. Good. The Force is strong with you. A powerful Sith you will become. Henceforth, you shall be known as Darth... Vader.
ANAKIN: Thank you. my Master.
PALPATINE: Rise, Darth Vader.
Palpatine moves over to his desk.
129 EXT.KASHYYYK-MEETING HALL-DAY
YODA winces, closes his eyes, and holds his head. He feels a disturbance in the Force.
130 INT.CORUSCANT-CHANCELLOR'S OFFICE-EVENING
PALPATINE is putting on his dark cloak: he is now fully DARTH SIDIOUS.
PALPATINE: Because the Council did not trust you, my young apprentice, I believe you are the only Jedi with no knowledge of this plot.
ANAKIN: I agree. The Jedi's next move will be against the Senate.
PALPATINE: Every single Jedi, including your friend Obi-Wan Kenobi, is now an enemy of the Republic. You understand that, don't you?
ANAKIN: I understand, Master.
PALPATINE: 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 to save Padme.
ANAKIN: What about the other Jedi spread across the galaxy?
PALPATINE: 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.
131 INT.CORUSCANT-JEDI TEMPLE ENTRY-NIGHT
ANAKIN goes to the Jedi Temple with a battalion of Clone Troopers.
132 EXT.UTAPAU-TENTH LEVEL-LANDIXG PLATFORM-DAY
The battle between the CLONES and the DROIDS rages throughout the sinkhole. OBI-WAN rides up to CLONE COMMANDER CODY.
OBI-WAN: Commander, contact your troops. Tell them to move to the higher levels.
CLONE COMMANDER CODY: Very good, sir.
CLONE COMMANDER CODY starts to move away, then remembers something and returns to OBI-WAN.
CLONE COMMANDER CODY: (continuing) Oh, by the way, I think you'll be needing this.
He hands OBI-WAN his lightsaber, and the LIZARD rears up.
OBI-WAN: Thank you, Cody, (smiling) Now let's get a move on. We've got a battle to win here.
CLONE COMMANDER CODY: Yes, sir!
OBI-WAN and the LIZARD ride off down the wall of the giant sinkhole.
The battle rages throughout the city. CLONE COMMANDER CODY (2224,)
takes out his comlink and listens to the HOLOGRAM OF DARTH SIDIOUS as,
far below, OBI-WAN can been seen battling DROIDS on a landing platform.
DARTH SIDIOUS: Commander Cody, the time has come. Execute Order Sixty-Six.
CLONE COMMANDER CODY: It will be done, My Lord.
The HOLOGRAM disappears, and CLONE COMMANDER CODY gestures to a nearby Clone Trooper.
CLONE COMMANDER CODY: Blast him!
The battle rages all around OBI-WAN.
DROIDS and CLONES are
everywhere. OBI-WAN is riding on a LIZARD, cutting down DROIDS as he
races across the battlefield. Suddenly a volley of laser blasts from
behind him knocks him and his LIZARD off the wall of the sinkhole. He
looks around just in time to see his CLONE TROOPS are firing on him.
OBI-WAN falls hundreds of feet to the bottom of the water-filled sinkhole.
133 EXT.MYGEETO-DAWN
The sky slowly awakens on the crystal world of Mygeeto. A battle
rages. Clone troops battle the droid armies across a long bridge.
KI-ADI-MUNDi uses his light saber to deflect enemy fire. CLONE COMMANDER
BACARA (1138) exits a Gunship near the entrance to the city. He rallies
his TROOPS to attack the city, then gets a message on his comlink. He
stops and moves to one side as a HOLOGRAM OF DARTH SIDIOUS appears on
the comlink in the palm of his hand. He moves further into the shadows.
DARTH SIDIOUS: Commander 1138...
CLONE COMMANDER BACARA: Yes, sir.
DARTH SIDIOUS: The time has come. Execute Order Sixty-Six.
CLONE COMMANDER BACARA: It will be done, My Lord.
DARTH SIDIOUS fades, and the CLONE COMMANDER snaps the comlink
closed and looks to the main plaza of the city, where KI-ADI-MUNDI is
leading the charge. The clones stop. KI-ADI-MUNDI turns around and is
blasted by clone fire. He's killed before he can defend himself.
134 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 CLONE TROOPS 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: (continuing) Bly, do you think they're Droids?
BLY: No.
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.
135 EXT.KASHYYYK-MEETING HALL-DAY
YODA drops his gimer stick, clutches his chest, and rests against a wall.
136 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.
137 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.
138 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.
139 EXT.CATO XEIMOIDIA-JEDI STARFIGHTER-DAY
The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky.
140 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.
141 INT.CORUSCANT-CHANCELLOR'S OFFICE-NIGHT
DARTH SIDIOUS stands alone in his private office, illuminated only
from a hologram projector beam from above.
CLONE COMMANDER GREE: Yes, My Lord.
DARTH SIDIOUS: The time has come. Execute Order Sixty-Six.
142 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. CLONE
COMMANDER GREE holds his comlink.
CLONE COMMANDER GREE: It will be done, My Lord.
CLONE COMMANDER 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. CLONE COMMANDER 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.
143 EXT.CORUSCANT-JEDI TEMPLE-NIGHT
A JEDI is surrounded and gunned down by CLONE TROOPERS.
144 INT.CORUSCANT-JEDI TEMPLE-NIGHT
ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI.
He exits Shaak Ti's room and enters a hallway, where the battle is taking place.
145 INT.CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT
ANAKIN enters a room full of YOUNGLINGS huddled in a corner.
YOUNGLINGS: Master Skywalker, there are too many of them. What are we going to do?
ANAKIN looks back at them with a stern expression on his face and ignites his lightsaber.
146 INT.CORUSCANT-PADME'S APARTMENT-PRE-DAWN
C-3PO and PADME look out the apartment window.
C-3PO: The Chancellor's office indicated Master Anakin returned to
the Jedi Temple. Don't worry, My Lady. I am sure he will be all right.
PADME bursts into tears.
147 EXT.CORUSCANT-CITYSCAPE-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.
148 EXT.CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-PRE-DAWN
The Jedi Temple is on fire. Large plumes of smoke billow toward the
sky as BAIL ORGANA 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 going on 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.
CLONE SERGEANT: (continuing) I'm sorry, sir. No one is allowed entry.

CLONE SERGEANT: (continuing) It's time for you to leave, sir.
BAIL ORGANA: And so it is.
BAIL reluctantly heads hack toward his Speeder. 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: Get him! 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 YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot.
The Speeder takes off with BAIL clinging to the side. The CLONES fire at it as it disappears into the cityscape.
149 EXT.CORUSCANT-CITYSCAPE-PRE-DAWN
BAIL ORGANA 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. BAIL steers clear of the building and races
away.
150 EXT.UTAPAU-UNDERWATER SINKHOLE-DAY
The Jedi dives below the surface amid a barrage of laser fire. He
dives deeper under the water, fumbling in his utility belt for a
breathing device. He finds it and puts it in his mouth. He swims
underwater until the CLONE TROOPS give up and stop filing.
151 EXT.UTAPAU-UNDERWATER CAVES-DAY
OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall.
OBI-WAN climbs the wall to the second cave just as TWO LITTLE SEEKER
DRONES pop out of the water with their searchlights glowing. OBI-WAN
presses himself against the wall of the smaller cave as the TWO SEEKER
DRONES search the grotto. One of the SEEKERS begins to enter the cave in
which OBI-WAN is hiding. OBI-WAN presses further into the wall. The
light shines on the opposite wall and moves to the back of the cave,
illuminating a huge NOS MONSTER.
OBI-WAN holds his breath. The SEEKER is
confused for a moment, then the NOS MONSTER lunges at the SMALL DROID
and consumes it in one bite.
The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water.
The SECOND SEEKER shines its light on the NOS MONSTER as the evil
creature tries to grab the LITTLE DRONE.
OBI-WAN slinks off toward the
back of the cave. He comes upon a nest of BABY NOS MONSTERS.
They
SCREECH and make horrible sounds. OBI-WAN jumps over them and continues
on his way through the tunnel system.
152 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 is what's left of a Wookiee
catamaran. The body of a dead Wookiee (TARFFUL) is lying 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!
A CRAZY LITTLE CREATURE about two feet high pops its head over the
rail. The creature is covered with mud. His long hair is frizzed out in
all directions.
CREATURE: Wookiee good... eat Wookiee. (crazy little laugh)
CLONE SERGEANT: Did you find something?
CREATURE: It's nothing, nothing. (laughs)
CLONE SERGEANT: It's nothing, nothing. All these Wookiees are dead. 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.
CREATURE: Right you are, Chewbacca. Faster that will be.
TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda.
YODA: Stink, this mud does. A moment to bathe, give me.
YODA, covered with mud, jumps into the water. TARFFUL climbs onto
the AT-ST with CHEWBACCA.
YODA is out of the water and putting his robes
back on.
YODA: (continuing) Not far, are we, from the emergency ship. Quickly...
YODA whistles and a large ALIEN FLYING INSECT called CAN-CELL
appears. YODA jumps on the insect's back and they take off. The WOOKIEES
follow on the AT-ST.
The CLONES continue to search the swamp.
153 EXT.KASHYYYK-HILLS OVERLOOKING LAKE-DUSK
The AT-ST marches up the hill and stops. The WOOKIEES jump down.
YODA lands on CAN-CELL nearby. CHEWBACCA goes to a tree and pulls down
one of its branches.
The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod.
YODA: Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have.
The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky.
154 EXT.CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY
BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES.
He is 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.
155 EXT.CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY
The platform rises to the surface of the Office Building. The
ALDERAAN STARCRUISER takes off and disappears into the crisp morning
sky.
156 INT ALDERAAN-STARCRUISER-HALLWAY-DAY
BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.
BAIL ORGANA: Were you able to get hold of a Jedi homing beacon?
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.
157 EXT.UTAPAU-SINKHOLE WALL-LATE DAY
OBI-WAN hides from a group of CLONE TROOPERS.
CLONE CAPTAIN: Did you find Kenobi?
CLONE TROOPER: No one could have survived that fall.
He watches them pass.
CLONE CAPTAIN: Start loading your men on the ship.
CLONE TROOPER: Yes, sir.
OBI-WAN tries to sneak back to the secret platform, down a flight of stairs.
158 EXT.UTAPAU-SECRET LANDING PLATFORM-LATE DAY
OBI-WAN makes his way out of the cave and onto General Grievous's
secret landing platform. He runs to the Starfighter and climbs into the
one-man ship. The Starfighter takes off and disappears into the sky.
159 EXT.UTAPAU-SPACE
OBI-WAN flies away from the planet Utapau in General Grievous's tiny Starfighter.
160 INT.GENERAL GRIEVOUS'S STARFIGHTER-SPACE
OBI-WAN activates the controls on the Starfighter. He punches in
several coordinates and codes. A BEEPING SOUND is heard. It quickly
speeds up until it is a steady tone. OBI-WAN speaks into his comlink.
OBI-WAN: Emergency Code Nine Thirteen... I have no contact on any frequency. Are there any Jedi out there?... anywhere...
A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears.
BAIL: (hologram)... Kenobi...
OBI-WAN: (continuing) I've locked on. Repeat.
The FUZZY HOLOGRAM image comes into focus, and it is BAIL ORGANA.
BAIL ORGANA: Master Kenobi??
OBI-WAN: Senator Organa! My Clone Troops turned on me... I need help.
BAIL ORGANA: We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates.
161 INT.CORUSCANT-PADME’SAPARTMENT-PRE-DAWN
PADME stands before the window of her living room, watching the
plume of smoke from the Jedi Temple. C-3PO enters from the bedroom.
C-3PO: My Lady, there's a Jedi fighter docking on the veranda.
PADME turns and rushes to the bedroom.
162 EXT.CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN
THREEPIO walks out to ANAKIN's ship and talks with ARTOO.
ARTOO beeps.
THREEPIO: Hush! Not so loud!
PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER.
They embrace.
PADME: Are you all right? I heard there was an attack on the Jedi Temple... you can see the smoke from here.
ANAKIN: I'm fine. I'm fine. I came to see if you and the baby are safe.
PADME: Captain Typho's here, we're safe. What's happening?
C-3PO continues to talk to R2-D2 on the GREEN FIGHTER.
C-3PO: What is going on?
ARTOO SQUEAKS and beeps.
C-3PO: (continuing) You can't be anymore confused than I am.
ANAKIN: The situation is not good. The Jedi have tried to overthrow the Republic...
PADME: I can't believe that!
ANAKIN: I couldn't either at first, but it's true. I saw Master Windu attempt to assassinate the Chancellor myself.
C-3PO leans over and whispers to ARTOO.
C-3PO: Something important is going on! I heard a rumor they are going to banish all droids.
ARTOO beeps rather loudly. C-3PO puts his fingers to his lips.
C-3PO: (continuing) Shhhhhh... not so loud.
ARTOO beeps quietly.
C-3PO: (continuing) Whatever it is, we'll be the last to know.
PADME: Anakin, what are you going to do?
ANAKIN looks down for a moment and then walks away from Padme.
ANAKIN: I will not betray the Republic... my loyalties lie with the Chancellor and with the Senate... and with you.
ANAKIN turns and walks back to Padme.
PADME: What about Obi-Wan?
ANAKIN: I don't know... Many Jedi have been killed. We can only hope that he's remained loyal to the Chancellor.
PADME: How could this have happened?
ANAKIN: The Republic is unstable, Padme. The Jedi aren't the only ones trying to take advantage of the situation. There are also traitors in the Senate.
PADME stands and reacts ever so slightly.
PADME: What are you saying?
ANAKIN: You need to distance yourself from your friends in the Senate. The Chancellor said they will be dealt with when this conflict is over.
PADME: What if they start an inquisition? I've opposed this war. What will you do if I become a suspect?
ANAKIN: That won't happen. I won't let it.
PADME: Oh, Anakin, I'm afraid.
ANAKIN takes PADME in his arms.
ANAKIN: Have faith, my love. Everything will soon be set right. The Chancellor has given me a very important mission. The Separatists have gathered in the Mustafar system. I'm going there to end this war. Wait for me until I return... things will be different, I promise.
They kiss.
ANAKIN: (continuing) Please, wait for me.
PADME: I will.
ANAKIN gets into his Fighter as THREEPIO backs away.
C-3PO: (to Artoo) Well, he is under a lot of stress, Artoo.
ARTOO beeps.
C-3PO: (continuing) Take care, my little friend.
ARTOO beeps a good-bye, and the fighter takes off. PADME is left
alone on the veranda. She starts to cry. THREEPIO comes up to her.
C-3PO: (continuing) My Lady, is there anything I might do?
PADME: No thank you, Threepio.
C-3PO: A snack, perhaps?
PADME: No.
THREEPIO starts to move off.
C-3PO: I feel so helpless.
163 EXT.ALDERAAN-STARCRUISER-SPACE
OBI-WAN's ship docks with Bail Organa's Starcruiser.
164 INT.ALDERAAN-STARCRUISER-HALLWAY-DAY
The door to the main hallway slides open. OBI-WAN enters and is
greeted by YODA and BAIL ORGANA.