The Phantom Menace

STAR WARS : EPISODE 1:THE PHANTOM MENACE










TITLE CARD : A long time ago in a galaxy far, far away....




A vast sea of stars serves as the backdrop for the main title, followed by

a roll up, which crawls up into infinity.




EPISODE 1 THE PHANTOM MENACE




Turmoil has engulfed the Galactic Republic. The taxation of trade routes to

outlaying star systems is in dispute.

Hoping to resolve the matter with a blockade of deadly battleships, the

greedy Trade Federation has stopped all shipping to the small planet of

Naboo.

While the congress of the Republic endlessly debates this alarming chain of

events, the Supreme Chancellor has secretly dispatched two Jedi Knights,

the guardians of peace and justice in the galaxy, to settle the

conflict.....




PAN DOWN to reveal a small space cruiser heading TOWARD CAMERA at great

speed. PAN with the cruiser as it heads towardthe beautiful green planet of

Naboo, which is surrounded by hundreds of Trade Federation battleships.




INT. REPUBLIC CRUISER - COCKPIT




In the cockpit of the cruise, the CAPTAIN and PILOT maneuver closer to one

of the battleships.




QUI-GON : (off screen voice) Captain.




The Captain turns to an unseen figure sitting behind her.




CAPTAIN : Yes, sir?

QUI-GON : (V.O) Tell them we wish to board at once.

CAPTAIN : Yes, sir.




The CAPTAIN looks to her view screen, where NUTE GUNRAY, a Neimoidian trade

viceroy, waits for a reply.




CAPTAIN : (cont'd) With all due respect for the Trade Federation, the

Ambassodors for the Supreme Chancellor wish to board immediately.

NUTE : Yes, yes, of coarse...ahhh...as you know, our blockade is perfectly

legal, and we'd be happy to recieve the Ambassador...Happy to.




The screen goes black. Out the cockpit window, the sinister battleship

looms ever closer.




EXT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE (FX)




The small space cruiser docks in the enormous main bay of the Federation

battleship.




INT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE




A PROTOCOL DROID, TC-14, waits at the door to the docking bay. Two WORKER

DROIDS, PK-4 and EG-9 watch.




PK-4 : They must be important if the Viceroy sent one of those useless

protocol gearheads to greet them.




The door opens, and the Republic cruiser can be seen in the docking bay.

Two darkly robed figures are greeted by TC-14.




TC-14 : I'm TC-14 at your service. This way, please.




They move off down the hallway.




EG-9 : A Republic cruiser! That's trouble...don't you think?

PR-4 : I'm not made to think.




INT. FEDERATION BATTLESHIP - CONFERENCE ROOM




A door slides open, and the two cloaked shapes are led PAST CAMERA into the

formal conference room by TC-14.




TC-14 : I hope you honoured sirs with the most comfortable here. My master

will be with you shortly.




The droid bows before OBI-WAN KENOBI and QUI- GON JINN. He backs out the

door and it closes. The JEDI lower their hoods and look out a large window

at the lush green planet of Naboo. QUI-GON sixty years old, has long white

hair in a ponytail. He is tall and striking, with blue eyes. OBI-WAN is

twenty five, with very short brown hair, pale skin, and blue eyes. Several

exotic, bird-like creatures SING in a cage near the door.




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

QUI-GON : I don't sense anything.

OBI-WAN : It's not about the mission, Master, it's

somethging...elsewhere...elusive.

QUI-GON : Don't center on your anxiety, Obi-Wan. Keep your concentration

here and now where it belongs.

OBI-WAN : Master Yoda says I should be mindful of the future...

QUI-GON : .....but not at the expense of the moment. Be mindful of the

living Force, my young Padawan.

OBI-WAN : Yes, Master...how do you think the trade viceroy will deal with

the chancellor's demands?

QUI-GON : These Federation types are cowards. The negotiations will be

short.




INT. FEDERATION BATTLESHIP - BRIDGE




NUTE GUNRAY and DAULTRAY DOFINE stand, stunned, before TC-14.




NUTE : (shaken) What?!? What did you say?

TC-14 : The Ambassadors are Jedi Knights, I believe.

DOFINE : I knew it! They were sent to force a settlement, eh. Blind me,

we're done for!




INT. FEDERATION BATTLESHIP - HALLWAY




A hologram of NUTE , surrounded by BATTLE DROIDS, appears in the conference

room hallway.




NUTE : They must be dead by now. Blast, what's left of them.




The hologram fades off, as a BATTLE DROID, OWO-1, cautiously opens the

door. A deadly green cloud billows from the room. BATTLE DROIDS cock their

weapons as a figure stumbles out of the smoke. It is TC-14 , carrying the

tray of drinks.




TC14 : Oh, excuse me, so sorry.




The PROTOCOL DROID passes the armed camp just as two flashing laser swords

fly out of the deadly fog, cutting down several BATTLE DROIDS before they

can fire.




INT. FEDERATION BATTLESHIP - BRIDGE




The bridge is a cocophony of alarms. NUTE and RUNE watch OWO-1 on the

viewscreen.




OWO-1 : Not sure exactly what...




OWO-1 is suddenly cut in half in mid-sentence. RUNE gives NUTE a worried

look.




NUTE : What in blazes is going on down there?

RUNE : Have you ever encountered a Jedi Knight before, sir?

NUTE : Well, not exactly, but I don't...(panicked) Seal off the bridge.

RUNE : That won't be enough, sir.




The doors to the bridge SLAM shut.




NUTE : I want destroyer droids up here at once!!!

RUNE : We will not survive this.




INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE




QUI-GON cuts several BATTLE DROIDS in half, creating a shower of sparks and

metal parts. OBI-WAN raises his hand, sending several BATTLE DROIDS

crashing into the wall.




QUI-GON makes his way to the bridge door and begins to cut through it.




INT. FEDERATION BATTLESHIP - BRIDGE




The CREW is very nervous as sparks start flying around the bridge door.

QUI-GON and OBI-WAN are on the view screen.




NUTE : Close the blast doors!!!




The huge, very thick blast door slams shut, followed by a second door, then

a third. There is a hissing sound as the huge doors seal shut. QUI-GON tabs

the door with his sword. The screen goes black as a red spot appears in the

center of the blast door.




RUNE : ...They're still coming through!




On the door, chunks of molten metal begin to drop away.




NUTE : Impossible!! This is impossible!!

RUNE : Where are those destroyer droids?!




INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE




Ten ugly destroyer WHEEL DROIDS roll down the hallway at full speed. Just

before they get to the bridge area, they stop and transform into their

battle configuration. QUI-GON can't see them but senses their presence.




QUI-GON : Destroyer droids!

OBI-WAN : Offhand, I'd say this mission is past the negotiaion stage.




The WHEEL DROIDS, led by P-59, rush the entry area from three hallways,

blasting away with their laser guns. They stop firing and stand in a

semi-circle as the smoke clears. OBI-WAN and QUI-GON are nowhere to be

seen.




P-59 : Switch to bio...There they are!




The Jedi materialize at the far end of the hallway and dash through the

doorway that slams shut. The WHEEL DROIDS blast away at the two JEDI with

their laser swords.




OBI-WAN : They have shield generators!

QUI-GON : It's a standoff! Let's go!




INT. FEDERATION BATTLESHIP - BRIDGE




NUTE and RUNE stand on the bridge, watching the view screen as the WHEEL

DROIDS' POV speeds to the doorway.




RUNE : We have them on the run, sir...they're no match for destroyer

droids.

TEY HOW : Sir, they've gone up the ventilation shaft.




INT. FEDERATION BATTLESHIP - MAIN BAY




QUI-GON and OBI-WAN appear at a large vent in a giant hanger bay. They are

careful not to be seen. Thousands of BATTLE DROIDS are loading onto landing

craft.




QUI-GON : Battle droids.

OBI-WAN : It's an invisible army.

QUI-GON : It's an odd play for the Trade Federation. We've got to warn the

Naboo and contact Chancellor Valorum. Let's split up. Stow aboard separate

ships and meet down on the planet.

OBI-WAN : You were right about one thing, Master. The negotiations were

short.




INT. FEDERATION BATTLESHIP - BRIDGE




TEY HOW recieves a transmission.




TEY HOW : Sir, a transmission from the planet.

RUNE : It's Queen Amidala herself.

NUTE : At last we're getting results.




On the view screen, QUEEN AMIDALA appears in her throne room. Wearing her

elaborate headdress and robes, she sits, surrounded by the GOVERNING

COUNCIL and FOUR HANDMAIDENS, EIRTAE, YANE, RABE, and SACHE.




NUTE : (cont'd) Again you come before me, Your highness. The Federation is

pleased.

AMIDALA : You will not be pleased when you hear what I have to say,

Viceroy...Your trade boycott of our planet has ended.




NUTE smirks at RUNE.




NUTE : I was not aware of such a failure.

AMIDALA : I have word that the Senate is finally voting on this blockade of

yours.

NUTE : I take it you know the outcome. I wonder why they bother to vote.

AMIDALA : Enough of this pretense, Viceroy! I'm aware the Chancellor's

Ambassadors are with you now, and that you have beencommanded to reach a

settlement.

NUTE : I know nothing about any Ambassadors...you must be mistaken.




AMIDALA, surprised at his reaction, studies him carefully.




AMIDALA : Beware, Viceroy....the Federation is going too far this time.

NUTE : Your Highness, we would never do anything without the approval of

the Senate. You assume too much.

AMIDALA : We will see.




The QUEEN fades off, and the view screen goes black.




RUNE : She's right, the Senate will never....

NUTE : It's too late now.

RUNE : Do you think she suspects an attack?

NUTE : I don't know, but we must move quickly to disrupt all communications

down there.




INT. NABOO PALACE - THRONE ROOM




The QUEEN, EIRTAE, SACHE and her Governor, SIO BIBBLE, stand before a

hologram of SENATOR PALPATINE, a thin, kindly man.




PALPATINE : ...How could that be true? I have assurances from the

Chancellor...his Ambassaodrs did arrive. It must be

the...get...negotiate...




The hologram of PALPATIONE sputters and fades away.




AMIDALA : Senator Palpatine?!? (turns to Panaka) What's happening?




CAPTAIN PANAKA turns to his SARGEANT




CAPT. PANAKA : Check the transmission generators...

BIBBLE : A malfunction?

CAPT. PANAKA : It could be the Federation jamming us. Your Highness.

BIBBLE : A communications disruption can only mean one thing. Invasion.

AMIDALA : Don't jump to conclusions, Governor. The Federation would not

dare go that far.

CAPT. PANAKA : The Senate would revoke their trade franchise, and they'd be

finished.

AMIDALA : We must continue to rely on negotiation.

BIBBLE : Negotiation? We've lost all communications!...and where atre the

Chancellors Ambassadors? How can we negotiate? We must prepare to defend

ourselves.

CAPT. PANAKA : This is a dangerous situation, Your Highness. Our security

volunteers will be no match against a battle-hardened Federation army.

AMIDALA : I will not condone a course of action that will lead us to war.




EXT. SPACE LANDING CRAFT - TWILIGHT (FX)




Six landing craft fly in formation toward the surface of the planet Naboo.




EXT. NABOO SWAMP - SHALLOW LAKE - TWILIGHT




Three landing craft slowly descend through the cloud cover of the

perpetually gray twilight side of the planet. One by one, the Federation

warships land in the eerie swamp.

OBI-WAN's head emerges from the mud of a shallow lake. For in the

background, the activities of the invasion force can be seen in the mist.

OBI-WAN takes several deep breaths, then dissapears again under the muddy

swamp. Troop Transports (MTT's) emerge from the landing craft.




EXT. NABOO EDGE OF SWAMP / GRASS PLAINS - TWILIGHT (FX)




The droid invasion force moves out of the swamp and onto a grassy plain.

OOM-9, in his tank, looks out over the vast ARMY marching across the

rolling hills. A small hologram of RUNE and NUTE stands on the tank.




RUNE : ...and there is no trace of the Jedi. They may have gotton onto one

of your landing craft.

OOM-9 : If they are down here, sir, we'll find them. We are moving out of

the swamp and are marching on the cities. We are meeting no resistance.

NUTE : Excellent.




EXT. NABOO SWAMP - TWILIGHT




QUI-GON runs through the strange landscape, glancing back to see the

monstrous troop transports, emerging from the mist. Animals begin to run

past him in a panic.

An odd, frog-like Gungan, JAR JAR INKS, squats holding a clam he has

retrieved from the murky swamp. The shell pops open. JAR JAR's greta tongue

snaps out and grabs the clam, swallowing it in one gulp.

JAR JAR looks up and sees QUI-GON and the other creatures running like the

wind toward him. One of the huge MTT's bears down on the JEDI like a

charging locomotive. JAR JAR stands transfixed, still holding the clam

shell in one hand.




JAR JAR : Oh, noooooooooo!




JAR JAR drops the shell and grabs onto QUI-GON as he passes. The JEDI is

caught by surprise.




JAR JAR : (Cont'd) Hey, help me! Help me!!

QUI-GON : Let go!




The machine is about tp crush them as QUI-GON drags JAR JAR behind him.

Just as the transport is about to hit them, QUI-GON drops, and JAR JAR goes

splat into the mud with him. The transport races overhead.

QUI-GON and JAR JAR pull themselves out of the mud. They stand watching the

war machine dissapear into the mist. JAR JAR grabs QUI-GON and hugs him.




JAR JAR : Oyi, mooie-mooie! I luv yous!




The frog-like creature kisses the JEDI.




QUI-GON : Are you brainless? You almost got us killed!

JAR JAR : I spake.

QUI-GON : The ability to speak does not make you intelligent. Now get outta

here!




QUI-GON starts to move off, and JAR JAR follows.




JAR JAR : No...no! Mesa stay...Mesa yous humble servaunt.

QUI-GON : That wont be necessary.

JAR JAR : Oh boot tis! Tis demunded byda guds. Tis a live debett, tis. Mesa

culled Jaja Binkss.




In the distance, two STAPS burst out of the mist at high speed, chasing

OBI-WAN.




QUI-GON : I have no time for this now...

JAR JAR : Say what?




The two STAPS barrell down on OBI-WAN.




JAR JAR : (cont'd) Oh, nooooo! Weesa ganna....




QUI-GON throws JAR JAR into the mud.




QUI-GON : Stay down!




His head pops up.




JAR JAR : ...dieeee!




The two troops fire laser bolts at OBI-WAN. QUI-GON deflects the bolts

back, and the STAPS blow up. One-two. OBI-WAN is exhausted and tries to

catch his breath.




OBI-WAN : Sorry, Master, the water fried my weapon.




OBI-WAN pulls out his burnt laser sword handle. QUI-GON inspects it, as JAR

JAR pulls himself out of the mud.




QUI-GON : You forgot to turn your power off again, didn't you?




OBI-WAN nods sheeplishly.




QUI-GON : (cont'd) It won't take long to recharge, but this is a lesson I

hope you've learned, my young Padawan.

OBI-WAN : Yes, Master.

JAR JAR : Yousa sav-ed my again, hey?

OBI-WAN : What's this?

QUI-GON : A local. Let's go, before more of those droids show up.

JAR JAR : Mure? Mure did you spake??!?




OBI-WAN and QUI-GON start to run. JAR JAR tries to keep up.




JAR JAR : (cont'd) Ex-squeeze me, but da moto grande safe place would be

Otoh Gunga. Tis where I grew up...Tis safe city.




They all stop.




QUI-GON : A city! (JAR JAR nods his head) Can you take us there?

JAR JAR : Ahhh, will...on second taut...no, not willy.

QUI-GON : No??!

JAR JAR : Iss embarrissing, boot... My afrai my've bean banished. My

forgoten der Bosses would do terrible tings to my. Terrible tings if my

goen back dare.




A PULSATING SOUND is heard in the distance.




QUI-GON : You hear that?




JAR JAR shakes his head yes.




QUI-GON : (cont'd) That's the sound of a thousand terrible things heading

this way...

OBI-WAN : When they find us, they will crush us, grind us into little

pieces, then blast us into oblivion!

JAR JAR : Oh! Yousa point is well seen. Dis way! Hurry!




JAR JAR turns and runs into the swamp.




EXT. NABOO SWAMP LAKE - TWILIGHT




QUI-GON, OBI-WAN and JAR JAR run into a murky lake and stop as JAR JAR

tries to catch his breath. The TRANSPORTS ARE HEARD in the distance.




QUI-GON : Much farther?

JAR JAR : Wesa goen underwater, okeyday?




QUI-GON and OBI-WAN pull out small capsule from their utility belts that

turn into breathing masks.




JAR JAR : (cont'd) My warning yous. Gungans no liken outlaunders. Don't

expict a wern welcome.

OBI-WAN : Don't worry, this has not been our day for warm welcomes.




JAR JAR jumps, does a double somersault with a twist, and dives into the

water.

Breath masks on, QUI-GON and OBI-WAN wade in after him.




EXT. NABOO LAKE - UNDERWATER




QUI-GON and OBI-WAN swim behind JAR JAR, who is very much at home in the

water. Down they swim into murky depths. In the distance the glow of Otoh

Gunga, an underwater city made up of large bubbles, becomes more distinct.

They approach the strange, art nouveau habitat. JAR JAR swims magically

through one of the bubble membranes, which seals behind him. OBI-WAN and

QUI-GON follow.




INT. OTOH GUNGA - CITY SQUARE




GUNGANS in the square scatter when they see the strange JEDI. Four GUARDS

armed with long electro-poles ride two-legged KAADUS into the square. The

GUARDS, led by CAPTAIN TARPALS, point their lethal poles at the dripping

trio.




JAR JAR : Heyo-dalee, Cap'n Tarpals, Mesa back!

CAPT. TARPALS : Noah gain, Jar Jar. Yousa goen tada Bosses. Yousa in big

dudu this time.




CAPT. TARPALS gives JAR JAR a slight zap with his power pole. JAR JAR jumps

and moves off, followed by the two JEDI.




JAR JAR : How wude.




INT. OTOH GUNGA - HIGH TOWER BOARD ROOM




The Bosses' Board Room has bubble walls, with small lighted fish swimming

around outside like moving stars. A long circular judge's bench filled with

GUNGAN OFFICIALS dominates the room. OBI-WAN and QUI-GON stand facing BOSS

NASS, who sits on a bench higher than the others.




BOSS NASS : Yousa cannot bees hair. Dis army of mackineeks up dare tis new

weesong!

QUI-GON : That droid army is about to attack the Naboo. We must warn them.

BOSS NASS : Wesa no like da Naboo! Un dey no like uss-ens. Da Naboo tink

day so smarty den us-ens. Day tink day brains so big.

OBI-WAN : After those droids take control of the surface, they will come

here and take control of you.

BOSS NASS : No, mesa no tink so. Mesa scant talkie witda Naboo, and no

nutten talkie it outlaunders. Dos mackineeks no comen here! Dey not know of

uss-en.

OBI-WAN : You and the Naboo form a symbiont circle. What happens to noe of

you will affect the other. You must understand this.

BOSS NASS : Wesa wish no nutten in yousa tings, outlaunder, and wesa no

care-n about da Naboo.

QUI-GON : (waves his hand) Then speed us on our way.

BOSS NASS : Wesa gonna speed yousaway.

QUI-GON : We need a transport.

BOSS NASS : Wesa give yousa una bongo. Da speedest way tooda Naboo tis goen

through da core. Now go.

QUI-GON : Thank you for your help. We go in peace.




QUI-GON and OBI-WAN turn to leave.




OBI-WAN : Master, whats a bongo?

QUI-GON : A transport, I hope.




The JEDI notice JAR JAR in chains to one side, waiting to hear his verdict.

QUI-GON stops. JAR JAR gives him a forlorn look.




JAR JAR : Daza setten yous up. Goen through da planet core is bad bombin!!

QUI-GON : Thank you, my friend.

JAR JAR : Ahhh...any hep hair would be hot.




JAR JAR's soulful look is counterpointed by a sheepish grin.




OBI-WAN : We are short of time, Master.

QUI-GON : We'll need a navigator to get us through the planet's core. This

Gungan my be of help.




QUI-GON walks bact to BOSS NASS.




QUI-GON : (cont'd) What is to become of Jar Jar Binks here?

BOSS NASS : Binkss brokeen the nocombackie law. Hisen to be pune-ished.

QUI-GON : He has been a great help to us. I hope the punishment will not be

too severe.

BOSS NASS : Pounded unto death.

JAR JAR : (grimacing) Oooooh...Ouch!




OBI-WAN looks concerned. QUI-GON is thinking.




QUI-GON : We need a navigator to get us through the planet's core. I have

saved Jar Jar Binks' life. He owes me what you call a "life.debt."

BOSS NASS : Binks. Yousa havena liveplay with thisen hisen?




JAR JAR nods and joins the JEDI. QUI-GON waves his hand.




QUI-GON : Your gods demand that his life belongs to me now.

BOSS NASS : Hisen live tis yos, outlauder. Begone wit him.

JAR JAR : Count mesa outta dis! Better dead here, den deader in da

core...Yee guds, whata mesa sayin?!




EXT. NABOO CITY - UNDERWATER - SUB (FX)




A strange little submarine propels itself away from the Otoh Gunga, leaving

the glow of the settlement in the distance.




INT. SUB COCKPIT - UNDERWATER




OBI-WAN in the co-pilots seat, JAR JAR guides the craft.




JAR JAR : Dis is nusen.

OBI-WAN : Master, why do you keep dragging these pathetic life forms along

with us?...Here, take over.

JAR JAR : Hey, ho? Where wesa goen??

QUI-GON : You're the navigator.

JAR JAR : Yo dreamen mesa hopen...,br QUI-GON : Just relax, the Force will

guide us...

JAR JAR : Ooooh, maxibig..."da Force"...Wellen, dat smells stinkowiff.




JAR JAR veers the craft to the left and turns the lights on. The coral

vistas are grand, fantastic, and wonderous.




OBI-WAN : Why were you banished, Jar Jar?

JAR JAR : Tis a long tale, buta small part wawdabe

mesa...ooooh...aaaa.....clumsy.

OBI-WAN : They banished you because you're clumsy?




As the little sub glides into the planet core, a large dark shape begins to

follow.




JAR JAR : Mesa cause-ed mabee one or duey lettal bitty axadentes...yud-say

boom da gasser, un crash Der Bosses heyblibber...den banished.




Suddenly there is a loud CRASH, and the little craft lurches to one side.

QUI-GON looks around and sees a huge, lumimnous OPEE SEA KILLER has hooked

them with its long gooey tongue.




QUI-GON : Full speed ahead.




Instead of full ahead, JAR JAR jams the controls into reverse. The sub

flies into the mouth of the creature.




JAR JAR : Oooops.

OBI-WAN : Give me the controls.




OBI-WAN takes over the controls and the OPEE SEA KILLER instantly releases

the sub from its mouth.




JAR JAR : Wesa free!




As the sub zooms away they see a larger set of jaws, munching on the

hapless KILLER. The jaws belong to the incredible SANDO AQUA MONSTER. The

lights on the tiny sub begin to flicker as they cruise deeper into the

gloom.




QUI-GON : There's always a bigger fish.




INT. FEDERATION BATTLESHIP - BRIDGE




NUTE and RUNE stand before a hologram of DARTH SIDIOUS.




NUTE : The invasion is on schedule, My Lord.

DARTH SIDIOUS : Good. I have the Senate bogged down in procedures. By the

time this incident comes up for a vote, they will have no choice but to

accept your control of the system.

NUTE : The Queen has great faith the Senate will side with her.

DARTH SIDIOUS : Queen Amidala is yound and naive. You will find controlling

her will not be difficult. You have done well, Viceroy.

NUTE : Thank you, My Lord.




DARTH SIDIOUS fades away.




RUNE : You didn't tell him about the missing Jedi?

NUTE : No need to report that to him, until we have something to report.




INT. SUB COCKPIT - UNDERWATER




Sparks are flying, and water is leaking into the cabin. The sound of the

power drive drops.




OBI-WAN : .....we're losing power.




OBI-WAN is working with the sparking wires. JAR JAR panics.




QUI-GON : Stay calm. We're not in trouble yet.

JAR JAR : What yet? Monstairs out dare! Leak'n in here, all'n sink'n, and

nooooo power! You nutsen! WHEN YOUSA TINK WESA IN TROUBLE?!!!?

OBI-WAN : Power's back.




The lights flicker on, revealing an ugly COLO CLAW FISH right in front of

them.




JAR JAR : Monstairs back!




The large COLO CLAW FISH is surprised and rears back. The sub turns around

and speeds away.




JAR JAR : (cont'd) Wesa in trouble now??

QUI-GON : Relax.




QUI-GON puts his hand on JAR JAR's shoulder. JAR JAR relaxes into a coma.




OBI-WAN : You overdid it.




The COLO CLAW FISH leaps after the fleeing sub as it shoots out of the

tunnel and into the waiting jaws of the SANDO AQUA MONSTER.




OBI-WAN (cont'd) This is not good!




JAR JAR regains consciousness.

JAR JAR : Wesa dead yet?? Oie Boie!




JAR JAR's eyes bulge, and he faints again. The sub narrowly avoids the

deadly teeth of the AQUA MONSTER. The COLO CLAW FISH chasing them isn't so

lucky. It is munched in half by the larger predator. The little sub slips

away.




QUI-GON : Head for that outcropping.




EXT. THEED - MAIN ROAD INTO THEED - DAY (FX)




The long columns of the DROID ARMY move down the main road leading to

Theed, the Naboo capital.




EXT. THEED PLAZA - DAY (FX)




As the QUEEN watches helplessly from a window in the palace, a transport

carrying NUTE and RUNE lands in Theed Plaza. They exit the transport.




NUTE : Ah, victory!




INT. NABOO LAKE - UNDERWATER - SUB (FX)




The little sub continue to propel itself toward the surface, which is

brightly lit.




JAR JAR : Wesa dude it!




EXT. THEED - ESTUARY - DAY




Paradise. Billowing clouds frame a romantic body of water. There is a LOUD

RUSH OF BUBBLES, and a small sub bobs to the surface.

The current in the estuary begins to pull the sub backward into a fast

moving river. OBI-WAN switches off the two remaining bubble canopies.

QUI-GON stands up to look around. JAR JAR lets out a sigh of relief.




JAR JAR : Wesa safe now.

QUI-GON : Get this thing started.

JAR JAR : Dissen berry good. Hey?

OBI-WAN : What is it?




JAR JAR looks back to where they're drifting. He sees they are headed for a

huge waterfall.




JAR JAR : What!!?? Oie boie!




OBI-WAN tries to start the engine. The long props behind the sub slowly

begin to rotate. OBI-WAN struggles until finally, a few feet short of the

waterfall, the sub starts and is able to generate enough power to stop

drifting backward in the powerful current. The sub slowly moves forward. In

the background, QUI-GON takes a cable out of his belt. The engine coughs

and dies. They start drifting backward again. JAR JAR panics.




JAR JAR : (cont'd) Iyiiyi, wesa die'n here, hey!




QUI-GON shoots the thin cable, and it wraps itself around a railing on the

shore. The sub pulls the cable taut, and the little craft hangs

precariously over the edge of the waterfall.




QUI-GON : Come on...




OBI-WAN climbs out of the sub and pulls himself along the cable. QUI-GON

starts in after him.




QUI-GON : (cont'd) Come on, Jar Jar.

JAR JAR : No! Too scary!

OBI-WAN : Get up here!

JAR JAR : No a mighty no!




JAR JAR looks back and sees he is hanging over the waterfall.




JAR JAR : (cont'd) Oie boie...mesa comen. Mesa comen!




JAR JAR starts to climb out of the sub. OBI-WAN is on shore and helps to

pull QUI-GON out of the water.




OBI-WAN : That was close.

BATTLE DROID 3B3 : (O.S) Drop your weapons!




The TWO JEDI turn around to see a BATTLE DROID standing in front of them.

JAR JAR climbs up on shore between the JEDI.




BATTLE DROID 3B3 : I said drop your weapons




QUI-GON ignites his laser sword, and in a brief flash, the DROID is cut

down by the JEDI. A stray laser bolt hits the cable and the sub breaks

lose, crashing down the waterfall.

The JEDI move on. JAR JAR reluctantly follows and looks back at the mess.




JAR JAR : Whoa!!!




EXT. THEED - PALACE - DAY




The waterfalls of Theed sparkle in the noonday sun.




INT. THEED - PALACE THRONE ROOM - DAY




QUEEN AMIDALA, SIO BIBBLE, and FIVE OF HER HANDMAIDENS (EIRTAE, YANE,

PADME, RABE, SACHE) are surrounded by TWENTY DROIDS. CAPTAIN PANAKA and

FOUR NABOO GUARDS are also held at gunpoint. NUTE and RUNE stand in the

middle of the room.




BIBBLE : ...how will you explain this invasion to the Senate?

NUTE : The Naboo and the Federation will forge a treaty that will

legitimize our occupation here. I've been assured it will be ratified by

the Senate.

AMIDALA : I will not co-operate.

NUTE : Now, now, your Highness. You are not going to like what we have in

store for your people. In time, their suffering will persuade you to see

our point of view. Commander. (OOM-9 steps forward) Process them.

OOM-9 : Yes, sir! (turns to his sergeant) Take them to Camp Four.




The SERGEANT marches the GROUP out of the throne room.




EXT. PALACE - PLAZA - DAY




QUEEN AMIDALA, PADME, EIRTA, YANE, RABE, SACHE, CAPTAIN PANAKA, SIO

BIBBLE,

and FOUR GUARDS are led out of the palace by ten BATTLE DROIDS. The plaza

is filled with tanks and BATTLE DROIDS, which they pass on their way to the

detention camp. Unbeknownst to them, QUI-GON, OBI-WAN, and JAR JAR sneak

across on a walkway above the plaza and jump from a balcony to begin an

attack to rescue the QUEEN.




FOUR BATTLE DROIDS are instantly cut down. MORE DROIDS move forward and are

also cut down by the JEDIS' flashing lightsabres until there is only the

DROID SERGEANT left. The SERGEANT starts to run but is pulled back to

QUI-GON by the Force, until finally he is dispatched by the JEDI.




JAR JAR : Yousa guys bombad!




QUEEN AMIDALA and the OTHERS are amazed. JAR JAR is getting used to this.

They move between two buildings.




QUI-GON : Your Highness, we are the Ambassadors, for the Supreme

Chancellor.

BIBBLE : Your negotiations seem to have failed, Ambassador.

QUI-GON : The negotiations never took place. Your Highness, we must make

contact with the republic.




CAPTAIN PANAKA steps forward.




CAPT. PANAKA : They've knocked out all our communications.

QUI-GON : Do you have transports?

CAPT. PANAKA : In the main hanger. This way.




THEY disappear down an alleyway as the ALARMS are sounded




INT. CENTRAL HANGER - HALLWAY - DAY




CAPTAIN PANAKA cracks open a side door to the central hanger. QUI-GON looks

in over his shoulder. OBI-WAN, JAR JAR, and the rest of the group are

behind him. They see several Naboo spacecraft guarded by about FIFTY BATTLE

DROIDS. ALARMS can be heard in the distance.




CAPT. PANAKA : There are too many of them.

QUI-GON : That won't be a problem. (to Amidala) Your Highness, under the

circumstances, Isuggest you come to Coruscant with us.

AMIDALA : Thank you, Ambassador, but my place is here with my people.

QUI-GON : They will kill you if you stay.

BIBBLE : They wouldn't dare.

CAPT. PANAKA : They need her to sign a treaty to make this invasion of

theirs legal. They can't afford to kill her.

QUI-GON : The situation here is not what it seems. There is something else

behind all this, Your Highness. There is no logic in the Federation's move

here. My feelings tell me they will destroy you.

BIBBLE : Please, Your Highness, reconsider. Our only hope is for the Senate

to side with us... Senator Palpatine will need your help.

CAPT. PANAKA : Getting past their blockade is impossible, Your Highness.

Any attempt to escape will be dangerous.

BIBBLE : Your Highness, I will stay here and do what I can...They will have

to retain the Council of Governors in order to maintain control. But you

must leave...




The QUEEN turns to PADME and EIRTAE.




AMIDALA : Either choice presents a great risk...to all of us...

PADME : We are brave, Your Highness.

QUI-GON : If you are to leave, Your Highness, it must be now.

AMIDALA : Then, I will plead our case before the Senate. (to Bibble) Be

careful, Governor.




INT. CENTRAL HANGER - DAY




The door opens to the main hanger. QUI-GON, OBI-WAN, JAR JAR, CAPTAIN

PANAKA, TWO GUARDS, and THREE HANDMAIDENS (PADME, EIRTAE, RABE),

followed

by QUEEN AMIDALA, head for a sleek chrome spacecraft. SIO BIBBLE, YANE and

SACHE stay behind. The HANDMAIDENS begin to cry.




CAPT. PANAKA : We need to free those pilots.




CAPTAIN PANAKA points to TWENTY GUARDS, GROUND CREW, and PILOTS held in a

corner by SIX BATTLE DROIDS.




OBI-WAN : I'll take care of that. OBI-WAN heads toward the group of

captured pilots.




QUI-GON and the QUEEN, CAPTAIN PANAKA, JAR JAR, and the rest Of the GROUP

approach the GUARDS at the ramp of the Naboo craft.




GUARD DROID : Where are you going?

QUI-GON : I'm Ambassador for the Supreme Chancellor, and I'm taking those

people to Coruscant.

DROID GUARD : You're under arrest!




The DROID GUARD draws his weapon, but before any of the DROIDS can fire,

they are cut down. OTHER GUARDS run to their aid. OBI-WAN attacks the

GUARDS around the PILOTS. QUI-GON stands, fighting off DROIDS as the OTHERS

rush on board the spacecraft. OBI-WAN, the FREED PILOTS (including RIC

OLIE), GUARDS and GROUND CREW MEMBERS rush on board the ship. The OTHER

PILOTS and GUARDS race to SIO BIBBLR. After everyone has made it onto the

ship, QUI-GONjumps on board. ALARMS sound. MORE DROIDS rush into the hanger

and fire as the ship takes off.




EXT. THEED - HANGER ENTRY - DAY (FX)




The ship exits the hanger. BATTLE DROIDS standing in the hanger shoot at

them.




EXT. SPACE (FX)




The sleek spacecraft speeds away from the planet of Naboo and heads for the

deadly Federation blockade.




INT. NABOO SPACECRAFT - COCKPIT




The PILOT, RIC OLIE, navigates toward the massive battleship, QUI-GON and

CAPTAIN PANAKA watch.




RIC OLIE : ....our communications are still jammed.




INT. NABOO SPACECRAFT - DROID HOLD




JAR JAR is led into a low, cramped doorway by OBI-WAN.




OBI-WAN : Now stay here, and keep out of trouble.




OBI-WAN closes the door. JAR JAR looks around and sees a long row of five

short, dome-topped ASTRO DROIDS (R-2 units). The all look alike, except for

thier paint color, and they all seem to be shut down.




JAR JAR : Ello, boyos. (no response) Disa wanna longo trip...hey?




JAR JAR taps a bright red R-2 UNIT on the head, and its head pops up a bit.

He lets out a gasp as he lifts the head.




JAR JAR : (Cont'd) Tis opens?...Oooops! Many springs and things come flying

out.




JAR JAR quickly closes it again, very embarrassed.




JAR JAR : (Cont'd) Yoi! Just yoken!

RIC OLIE : Powers back! That little droid did it. He bypassed the main

power drive. Deflector shield up, at maximum.




The lone BLUE DROID finishes his repairs and goes back into the ship. The

Naboo spacecraft races away from the Federation battleship.




RIC OLIE : There's not enough power to get us to Coruscant...the hyperdrive

is leaking.

QUI-GON : We'll have to land somewhere to refuel and repair the ship.




QUI-GON studies a star chart on a monitor.




OBI-WAN : Here, Master. Tatooine... It's small, out of the way, poor... The

Trade Federation has no presence there.

CAPT. PANAKA : How can you be sure?

QUI-GON : It's controlled by the Hutts...

CAPT. PANAKA : The Hutts??

OBI-WAN : It's risky...but there's no alternative.

CAPT. PANAKA : You can't take Her Royal Highness there! The Hutts are

gangsters... If they discovered her...

QUI-GON : ...It would be no different than if we landed on a system

controlled by the Federation...except the Hutts aren't looking for her,

which gives us an advantage.




CPATAIN PANAKA takes a deep breath in frustration.




EXT. SPACE - NABOO SPACECRAFT (FX)




The Naboo spacecraft races away.




INT. FEDERATION BATTLESHIP - CONFERENCE ROOM




NUTE and RUNE sit around a conference table with a hologram of DARTH

SIDIOUS.




NUTE : We control all the cities in the North and are searching for any

other settlements...

DARTH SIDIOUS : Destroy all high-ranking officials,

Viceroy...slowly...quietly. And Queen Amidala, has she signed the treaty?

NUTE : She has disappeared, My Lord. One Naboo cruiser got pat the

blockade.

DARTH SIDIOUS : Viceroy, find her! I want that treaty signed.

NUTE : My Lord, it's impossible to locate the ship. It's out of our range.

DARTH SIDIOUS : ...not for a Sith...




A second SITH LORD appears behind DARTH SIDIOUS.




DARTH SIDIOUS : (Cont'd) ...Viceroy, this is my apprentice. Lord Maul. He

will find your lost ship.

NUTE : Yes, My Lord. The hologram fades off.

NUTE : (Cont'd) This is getting out of hand...now there are two of them.

RUNE : We should not have made this bargain. What will happen when the Jedi

become aware of these Sith Lords?




INT. NABOO SPACECRAFT - QUEENS CHAMBERS




QUI-GON, OBI-WAN, CAPTAIN PANAKA, and the LITTLE BLUE DROID stand before

QUEEN AMIDALA and her THREE HANDMAIDENS, PADME, EIRTAE and RABE.




CAPT. PANAKA : ...An extremely well put together little droid. Without a

doubt, it saved the ship, as well as our lives.

AMIDALA : It is to be commended...what is its number?




The LITTLE BLUE DROID lets out a series of bleeps.CAPTAIN PANAKA leans over

and scrapes some dirt off of the side of the DROID and read the number:




CAPT. PANAKA : R2-D2, Your Highness.

AMIDALA : Thank you, Artoo Detoo. You have proven to be very loyal...Padme!




PADME bows before the QUEEN.




AMIDALA : (Cont'd) Clean this droid up the best you can. It deserves our

gratitude...(to Panaka) Continue, Captain.




CAPTAIN PANAKA looks nervously to OBI-WAN and QUI-GON.




QUI-GON : Yor Highness, we are heading for a remote planet called Tatooine.

It is a system far beyond the reach of the Trade Federation. There we will

be able to make needed repairs, then travel on to Coruscant.

CAPTAIN PANAKA : Your Highness, Tatooine is very dangerous. It's controlled

by an alliance of gangs called the Hutts. I do not agree with the Jedi on

this.

QUI-GON : You must trust my judgement, Your Highness.




AMIDALA and PADME exchange looks. PADME moves next to the DROID.




INT. NABOO SPACECRAFT - MAIN AREA




PADME sits in the Main Area, cleaning R2-D2, the brave little Astra Droid.

JAR JAR pops out of an open door.




JAR JAR : Hidoe!




Both PADME and ARTOO jump and let out a little SCREAM. The Gungan is

embarrassed that he frightened them.




JAR JAR : (Cont'd) Sorry, nomeanen to scare yousa.

PADME : That's all right.

JAR JAR : I scovered oily back dare. Needen it?

PADME : Thank you. This little guy is quite a mess.




JAR JAR hands PADME the oil can.




JAR JAR : Mesa Ja Ja Binksss... PADME : I'm Padme, I attend Her Highness,

You're a Gungan, aren't you? (Jar Jar nods) How did you end up here with

us?

JAR JAR : Me no know...mesa day starten pitty okeyday witda brisky morning

munchen. Den boom....getten berry skeered, un grabbed dat Jedi, and before

mesa knowen it...pow! Mesa here. (he shrugs)...getten berry berry skeered.




ARTOO BEEPS a sympathetic beep.




INT. ANBOO SPACECRAFT - COCKPIT




OBI-WAN, QUI-GON, and CAPTAIN PANAKA watch over RIC OLIE'S shoulder. A

large yellow planet appears directly ahead. RIC OLIE searches his scopes.




OBI-WAN : Tahyt's it. Tatooine.

RIC OLIE : There's a settlement...a spaceport, looks like.

QUI-GON : Land near the outskirts. We don't want to attract any attention.




EXT. TATOOINE - SPACE (FX)




The ship heads toward the planet of Tatooine.




EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY (FX)




The Naboo spacecraft lands in the desert in a swirl of dust. The spaceport

of Mos Espa is seen in the distance.




EXT. NABOO SPACECRAFT - MAIN AREA




OBI-WAN is hoisting the hyperdrive out of a floor panel. JAR JAR rushes up

to him and falls to his knees.




JAR JAR : Obi-Wan, sire, pleeese, no mesa go!

OBI-WAN : Sorry, Qui-Gon's right. You'll make things less obvious.




JAR JAR walks back to ARTOO in the hallway as QUI-GON (dressed as a farmer)

enters the main area.




OBI-WAN : (Cant'd) The Hyperdrive generator is gone. We will need a new

one.




QUI-GON moves closer to OBI-WAN and speaks quietly to him.




QUI-GON : Don't let them send ant transmissions. Be wary...I sense a

disturbance in the Force.

OBI-WAN : I fell it also, Master.




QUI-GON goes into the hallway to meet up with ARTOO and JAR JAR. They head

to the exit ramp.




EXT. TATOOINE - DESERT - SPACESHIP - DAY




They start their trek across the desert toward the city of Mos Espa. In the

distance, a strange looking caravan makes its way toward the spaceport.




JAR JAR : Dis sun doen murder tada skin.




From the spaceship, CAPTAIN PANAKA and PADME run toward them.




CAPT. PANAKA : Wait!




QUI-GON stops as they catch up. PADME is dresses in rough peasant's garb.




CAPT. PANAKA : (Cont'd) Her Highness commands you to take her handmaiden

with you. She wishes for her to observe the local...

QUI-GON : No more commands from Her Highness today, Captain. This spaceport

is not going to be pleasant...

CAPT. PANAKA : The Queen wishes it. She is curious about this planet.

PADME : I've been trained in defense... I can take care of myself.

CAPT. PANAKA : Don't make me go back and tell her you refuse.

QUI-GON : I don't have time to argue. But this is not a good idea. Stay

close to me.




He gives PADME a stern look.




EXT. MOS ESPA - STREET - DAY




The little GROUP walks down the main street of Mos Espa. They pass

dangerous looking citizens of all types. PADME looks around in awe at this

exotic enviroment.




QUI-GON : ...moisture farms for the most part, but also a few indigenous

tribes and scavengers. The few spaceports like this one are havens for

those who do not wish to be found...

PADME : ....like us. JAR JAR is in a constant state of panic.




ARTOO whistles along, with perfect confidence.




JAR JAR : Dissen berry berry bad. (steps in ooze)

Ooooh...icky...icky...goo.




EXT. MOS ESPA - JUNK DEALER PLAZA - DAY




The GROUP comes to a little plaza surrounded by several junk spaceship

dealers.




QUI-GON : We'll try one of the smaller dealers.




They head for a little junk shop that has a huge pile of broken spaceships

stacked up behind it.




INT. WATTO'S JUNK SHOP - DAY




QUI-GON, JAR JAR, PADME, and ARTOO enter the dingy junk shop and are

greeted by WATTO, a pudgy blue alien who flies on short little wings like a

hummingbird.




WATTO : (subtitled) Hi chuba da naga? (What do you want?)

QUI-GON : I need parts for a J-type 327 Nubian.

WATTO : Ah yes, ah yes. Nubian. We have lots of that. What kinda junk?

(subtitled) Peedenkel! Naba dee unko (Boy, get in here! Now!)

QUI-GON : My droid here has a readout of what I need.




A disheveled boy, ANAKIN SKYWALKER, runs in from the junk yard. He is about

nine years old, very dirty, and dressed in rags. WATTO raises a hand, and

ANAKIN flinches.




WATTO : (subtitled) Coona tee-tocky malia? (What took you so long?)

ANAKIN : (subtitled) Mel tassa cho-passa... (I was cleaning the bin like

you...)

WATTO : (subtitled) Chut-Chut! Ganda doe wallya. (Never mind! Watch the

store) Me dwana no bata. (I've got some selling to do here.) (to Gui-Gon)

Soooo, let me take- a thee out back. Ni you'll find what you need.




ARTOO and QUI-GON follow WATTO toward the junk yard, leaving JAR JAR with

PADME and the young boy ANAKIN. JAR JAR picks up a gizmo, trying to figure

out its purpose. QUI-GON takes the part out of his hand and puts it back.




QUI-GON : Don't touch anything.




JAR JAR makes a rude face to QUI-GON's back and sticks out his long tongue.

ANAKIN sits on the counter, pretending to clean a part, staring at PADME.

She is the most beautiful creaure he has ever seen in his life. PADME is a

little embarrassed by his stare, but she musters up an amused smile.

Finally, he gets the courage to speak.




ANAKIN : Are you an angel?

PADME : What?

ANAKIN : An angel. I've heard the deep space pilots talk about them. They

live on the Moons of Iego I thimk. They are the most beautiful creatures in

the universe. They are good and kind, and so pretty they make even the most

hardened spice pirate cry.




PADME looks at him, not knowing what to say. PADME : I've never heard of

angels.




ANAKIN : You must be one...maybe you just don't know it.

PADME : You're a funny little boy. How do you know so much?

ANAKIN : Since I was very little, three, I think. My Mom and I were sold to

Gardulla the Hutt, but she lost us, betting on the Podraces, to Watto,

who's a lot better master than Gardulla, I think.

PADME : You're...a slave?




ANAKIN looks at PADME defiantly.




ANAKIN : I am a person! My name is Anakin.

PADME : I'm sorry. I don't fully understand. (looking around)This is a

strange world to me.




ANAKIN studies her intently.




ANAKIN : You are a strange girl to me.




JAR JAR pushes the nose on what appears to be a LITTLE DROID, and it

instantly comes to life, grows legs and arms, and starts marching around,

knocking over everything. JAR JAR hold on but can't stop it.




ANAKIN : (Cont'd) Hit the nose!




JAR JAR hits the nose, and the DROID collapses back into its original

state. ANAKIN and PADME laugh. ANAKIN watches PADME straighten her hair.




EXT. WATTO'S JUNK YARD - BEHIND SHOP - DAY




WATTO reads a small portable monitor he is holding. He stands before a

hyperdrive.




WATTO : ...Here it is...a T-14 hyperdrive generator!! Thee in luck, I'm the

only one hereabouts who has one...but thee might as well buy a new ship. It

would be cheaper, I think...Sying of which, how's thee going to pay for all

this?

QUI-GON : I have 20,000 Republic dataries.

WATTO : Republic credits?!? Republic credits are no good out here. I need

something more real...

QUI-GON : I don't have anything else. (raising his hand) But credits will

do fine.

WATTO : No they won'ta. QUI-GON, using his mind power, waves his hand

again.

QUI-GON : Credits will do fine.

WATTO : No, they won'ta. What you think you're some kinda Jedi, waving your

hand around like that? I'm a Toydarian. Mind tricks don'ta work on me-only

money. No money, no parts! No deal! And no one else has a T-14 hyperdrive,

I promise you that.




INT. WATTO'S JUNK SHOP - DAY




JAR JAR pulls a part out of a stack of parts to inspect it, and they all

come tumblimg down. He struggles to catch them, only to knock more down.

ANAKIN and PADME are oblivious.




ANAKIN : ...wouldn't have lasted long if I weren't so good at fixing

things. I'm making my own droid...




QUI-GON hurries into the shop, followed by ARTOO. QUI-GON : We're leaving.

JAR JAR follows QUI-GON. PADME gives ANAKIN a loving look.




PADME : I'm glad I met you,....ah...

ANAKIN : ...Anakin.

PADME : Anakin.

ANAKIN : Anakin Skywalker.

PADME : Padme Naberrie.




PADME turns, and ANAKIN looks sad as he watches her leave.




ANAKIN : I'm glad I met you too.




WATTO enters the junk yard, shaking his head.




WATTO : (subtitled) Ootmians! Tinka me chasa hopoe ma booty na nolia.

(Outlanders! They think because we live so far from the center, we don't

know nothing.)

ANAKIN : (subtitled) La lova num botaffa. (They seemed nice to me.) WATTO :

(subtitled) Fweepa niaga. Tolpa da bunky dunko. (Clean the racks, then you

can go home.)




ANAKIN lets out a "yipee" and runs out the back.




EXT. MOS ESPA - STREET - ALCOVE - DAY




QUI-GON, ARTOO, JAR JAR, and PADME have found a quiet spot between two

buildings. The busy street beyond is filled with dangerous looking

creatures. QUI-GON is talking on his com-link, while JAR JAR nervously

watches the street. OBI-WAN is in the main hold of the Naboo craft.




QUI-GON : ...Obi-Wan, you're sure there isn't anything of value left on

board?

OBI-WAN : (V.O) A few containers of supplies, the Queen's wardrobe, maybe.

Not enough for you to barter with. Not in the ammounts you're talking

about.

QUI-GON : All right. Another solution will present itself. I'll check back.




QUI-GON puts his comlink away and starts out into the main street. JAR JAR

grabs his arm.




JAR JAR : Noah gain...da beings hereabouts cawazy. Wesa be robbed un

crunched.

QUI-GON : Not likely. We have nothing of value, that's our problem.




EXT. MOS ESPA - STREET - MARKET - DAY




QUI-GON, PADME, JAR JAR, and ARTOO move out into the street. JAR JAR is

walking behind the others. They walk by an outdoor cafe filled with a rough

gang of aliens, one of which is especially ugly, SEBULBA, a spider-like

creature. JAR JAR stops for a moment in front of a stall selling dead frogs

hanging on a wire. He looks around to see if anyone is looknig, then sticks

out his tongue, and gets hold of one, pulling it into his mouth.

Unfortunately, the frog is tied tightly to the wire. The vendor suddenly

appears.




VENDOR : Hey, that will be seven truguts!!




JAR JAR opens his mouth in surprise, and the frog snaps away, ricochets

around the market, and lands in Sebulba's soup, splashing him. As JAR JAR

moves away from the VENDOR, SEBULBA jumps up on the table and grabs the

hapless Gungan.




SEBULBA : (subtitled) Chuba!! (You!!) JAR JAR : Who, mesa?? SEBULBA :

(subtitled) Ni chuba na?? (Is this yours??)




SEBULBA holds the frog up to the Gungan threateningly. SEVERAL OTHER

CREATURES start to gather. SEBULBA shoves JAR JAR to the ground. The Gungan

desperately tries to scramble to safety.




JAR JAR : (to himself) Why mesa always da one??

ANAKIN : (V.O) Because you're afraid.




JAR JAR turns to see ANAKNI pushing his way next to him. The boy stands up

to SEBULBA in a very self-assured way.




ANAKIN : (subtitled) Chess ko, Sebulba...Coo wolpa tooney rana. (Careful,

Sebulba...This one's very connected.)




SEBULBA stops his assault on JAR JAR and turns to ANAKIN.




SEBULBA : (subtitled) Tooney rana nu pratta dunko, shag. (Connected?? Whada

you mean, slave?)

ANAKIN : (subtitled) Oh da Hutt...cha porko ootman geesa...me teesa rodda

co pana pee choppa chawa. (As in Hutt...big time outlander, this one... I'd

hate to see you diced before we race again.)

SEBULBA : (subtitled) Neek me chowa, wermo, mo killee ma klounkee(Next time

we race, wermo, it will be the end of you!) Una noto wo shag, me wompity du

pom pom. (If you weren't a slave, I'd squash you right now.)




SEBULBA turns away.




ANAKIN : (subtitled) Eh, chee bana do mullee ra. (Yeah, it'd be a pity if

you had to pay for me.)




QUI-GON, PADME and ARTOO arrive.




ANAKIN : (Cont'd) Hi! Your buddy here was about to be turned into orange

goo. He picked a fight with a Dug. An especially dangerous Dug called

Sebulba.

JAR JAR : Nosir, nosir. Mesa hate crunchen. Dat's da last ting mesa wanten.

QUI-GON : Nevertheless, the boy is right...you were heading for trouble.

Thank you, my young friend.




PADME looks at ANAKINB and smiles; he smiles back. They start walking down

the crowded street.




JAR JAR : Mesa doen nutten!

ANAKIN : Fear attracts the fearful. He was trying to overcome his fear by

squashing you...be less afraid.

PADME : And that works for you.

ANAKIN : To a point. (he smiles)




EXT. TATOOINE - DESERT - SPACESHIP - DAY




OBI-WAN stands in front of the Naboo spacecraft as the wind picks up and

begins to whip at his robe. CAPTAIN PANAKA exits the ship and joins him.




OBI-WAN : This storm's going to slow them down.

CAPT. PANAKA : It looks pretty bad. We'd better seal the ship.




CAPTAIN PANAKA'S comlink sounds off.




CAPT. PANAKA : (Cont'd) Yes? CAPT. PANAKA : We'll be right there.




EXT. MOS ESPA - STREET - FRUIT STAND - DAY




ANAKIN and the GROUP stop at a fruit stand run by a jolly, but very poor,

old lady named JIRA.




ANAKIN : How are you feeling today, Jira?

JIRA : The heat's never been kind to me, you know, Annie!

ANAKIN : Guess what? I've found that cooling unit I've been searching for.

It's pretty beat up, but I'll have it fixed up for you in no time, I

promise.

JIRA : You're a fine boy, Annie.

ANAKIN : I'll take four pallies today. (to Padme) You'll like these...




ANAKIN reaches in his pocket and comes up with three coins. He drops one.

QUI-GON picks it up, revealing for a moment, his lightsabre.




ANAKIN : (Cont'd) Whoops, I thought I had more...Make thgat three, I'm not

hungry.




The wind picks up. SHOP OWNERS are starting to close up their shops as JIRA

gives them their pallies.




JIRA : Gracious, my bones are aching...storm's coming on, Annie. You'd

better get home quick.

ANAKIN : (to QUI-GON) Do you have shelter?

QUI-GON : We'll hed back to our ship.

ANAKIN : Is it far?

PADME : On the outskirts.

ANAKIN : You'll never reach the outskirts in time...sandstorms are very,

very dangerous. Come with me. Hurry!




The GROUP follows ANAKIN as he rushes down the windy street.




EXT. MOS ESPA - SLAVE QUARTERS - STREET - SANDSTORM - DAY




The wind is blowing hard as QUI-GON, JAR JAR, and PADME follow ANAKIN down

the street and into a slave hovel.




INT. ANAKIN'S HOVEL - MAIN ROOM - DAY




QUI-GON, JAR JAR, ARTOO, and PADME enter a small living space.




ANAKIN : Mom! Mom! I'm home.

JAR JAR : Dissen cozy.




Anakin's mother, SHMI SKYWALKER, a warm, friendly woman of forty, enters

from her work area and is startled to see the room full of people.




SHMI : Oh, my!! Annie, what's this?

ANAKIN : These are my friends, Mom. This is Padme, and...gee, I don't know

any of your names.

QUI-GON : I'm Qui-Gon Jinn, and this is Jar Jar Binks. ARTOO lets out a

little beep.

PADME : ...and our droid, Artoo-Detoo.

ANAKIN : I'm building a droid. You wanna see?

SHMI : Anakin! Why are they here?

ANAKIN : A sandstorm, Mom. Listen.




The wind HOWLS outside.




QUI-GON : Your son was kind enough to offer us shelter.

ANAKIN : Come on! Let me show you Threepio!




ANAKIN leads PADME into the other room. ARTOO follows, beeping all the way.

QUI-GON takes five small capsules from his utility belt and hands them to

SHMI.




QUI-GON : I have enough food for a meal.

SHMI : Oh, tank you. Thank you so much. I'm sorry if I was abrupt. I'll

never get used to Anakin's surprises.

QUI-GON : He's a very special boy. SHMI looks at him as if he's discovered

a secret.

SHMI : Yes, I know.




INT. ANAKIN'S HOVEL - BEDROOM - DAY




ANAKIN shows off his ANDROID, which is lying on his workbench. There is one

eye in the head; the body, arms, and legs have no outer coverings.




ANAKIN : Isn't he great?! He's not finished yet.

PADME : He's wonderful!

ANAKIN : You reall like him? He's a protocol droid...to help Mom. Watch!




ANAKIN pushes a switch, and the DROID sits up. Anakin rushes around, grabs

an eye and puts it in one of the sockets.




THREEPIO : How do you do, I am See-Threepio, Human Cyborg Relations. How

might I serve you?

PADME : He's perfect.

ANAKIN : When the storm is over, you can see my racer. I'm building a

Podracer!




PADME smiles at his enthusiasm. ARTOO lets out a flurry of beeps and

whistles.




THREEPIO : I beg your pardon....what do you mean I'm naked?




ARTOO BEEPS




THREEPIO : (Cont'd) My parts are showing? Oh, my goodness. How

embarrassing!




INT. NABOO SPACECRAFT - QUEENS CHAMBERS




AMIDALA, EIRTAE, RABE, and OBI-WAN watch a very bad transmission of a SIO

BIBBLE hologram.




BIBBLE : ...cut off all food supplies until you return...the death toll is

catastrophic...we must bow to their wishes, Your Highness...Please tell us

what to do! If you can hear us, Your Highness, you must contact me...




AMIDALA looks upset...almost nervous.




OBI-WAN : It's a trick. Send no reply... Send no transmission of any kind.




INT. ANAKIN'S HOVEL - MAIN ROOM - DAY




QUI-GON listens to his comlink. OBI-WAN is in the cockpit.




OBI-WAN : ...the Queen is upset...but absolutly no reply was sent.

QUI-GON : It sounds like bait to establish a connection trace.

OBI-WAN : What if it is true and the people are dying?

QUI-GON : Either way, we're running out of time.




EXT. CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT




DARTH SIDIOUS and DARTH MAUL look out over the vast city.




DARTH MAUL : Tatooine is sparsely populated. If the trace was correct, I

will find them quickly, Master.

DARTH SIDIOUS : Move against the Jedi first...you will then have no

difficulty taking the Queen back to Naboo, where she will sign the treaty.

DARTH MAUL : At last we will reveal ourselves to the Jedi. At last we will

have revenge.

DARTH SIDIOUS : You have been well trained, my young apprentice, they will

be no match for you. It is too late for them to stop us now. Everything is

going as planned. The Republic will soon be in my command.




The hologram of DARTH MAUL fades off as DARTH SIDIOUS looks out over the

city. EXT. MOS ESPA - SANDSTORM - DAY




The giant sandstorm engulfs the town, including the Naboo spaceship on the

outskirts of the city center, where Watto's ship is; and the slave

quarters, where drifts of sand begin building up against Anakin's house.




INT. ANAKIN'S HOVEL - MAIN ROOM - DAY




QUI-GON, ANAKIN, SHMI, JAR JAR, and PADME are seated around a makeshift

table, having dinner as the wind howls outside.

JAR JAR slurps his soup rather loudly. Everyone looks at him. He turns a

little brighter red.




SHMI : All slaves have transmitters placed inside their bodies somewhere.

ANAKIN : I've been working on a scanner to try and locate them, but no

luck.

SHMI : Any attempt to escape...

ANAKIN : ...and they blow you up...poof!




PADME and JAR JAR are horrified.




JAR JAR : How wude.

PADME : I can't believe there is still slavery in the galaxy. The

Republic's anti-slavery laws...

SHMI : The Republic doesn't exist out here...we must survive on our own.




An awkward silence. ANAKIN attempts to end the embarrassment.




ANAKIN : Have you ever seen a Podrace?




PADME shakes her head no. She notices the concern of SHMI. JAR JAR snatches

some food from a bowl at the other end of the table with his tongue.

QUI-GON gives him a dirty look.




QUI-GON : They have Podracing on Malastare. Very fast, very dangerous.

ANAKIN : I'm the only human who can do it.




SHMI looks askance at her son.




ANAKIN : (Cont'd) Mom, what? I'm not bragging. It's true. Watto says he's

never heard of a human doing it.

QUI-GON : You must have Jedi reflexes if you race Pods.




ANAKIN smiles. JAR JAR attempts to snare another bit of food from the bowl

with his tongue, but QUI-GON, in a flash, grabs it between his thumb and

forefinger. JAR JAR is startled.




QUI-GON : (Cont'd) Don't do that again.




JAR JAR tries to acknowledge with some silly mumbling. QUI-GON lets go of

the tongue, and it snaps back into JAR JAR's mouth.




ANAKIN : I...I was wondering...something...

QUI-GON : What?

ANAKIN : Well, ahhh...you're a Jedi Knight, aren't you?

QUI-GON : What makes you think that?

ANAKIN : I saw your laser sword. Only Jedi carry that kind of weapon.




QUI-GON leans back and slowly smiles.




QUI-GON : Perhaps I killed a Jedi and stole it from him.

ANAKIN : I don't think so... No one can kill a Jedi Knight.

QUI-GON : I wish that were so...

ANAKIN. I had a dream I was a Jedi. I came back here and freed all the

slaves...have you come to free us?

QUI-GON : No, I'm afraid not...

ANAKIN : I think you have...why else would you be here?




QUI-GON thinks for a moment.




QUI-GON : I can see there's no fooling you...(leans forward) You mustn't

let anyone know about us...we're on our way to Coruscant, the central

system in the Republic, on a very important mission, and it must be kept

secret.

ANAKIN : Coruscant...wow...how did you end up here in the outer rim?

PADME : Our ship was damaged, and we're stranded here until we can repair

it.

ANAKIN : I can help! I can fix anything!

QUI-GON : I believe you can, but our first job is to aquire the parts we

need...

JAR JAR : Wit no-nutten mula to trade.

PADME : These junk dealers must have a weakness of some kind.

SHMI : Gambling. Everything here revolves around betting on those awful

races.

QUI-GON : Podracing... Greed can be a powerful ally.. if it's used

properly.

ANAKIN : I've built a racer! It's the fastest ever...There's a big race

tomorrow, on Boonta Eve. You could enter my pod. It's all but finished...

SHMI : Anakin, settle down. Watto won't let you...

ANAKIN : Watto doesn't know I've built it. (to Qui-Gon) You could make him

think it's your's, and you could get him to let me pilot it for you.




QUI-GON looks to SHMI. She is upset.




SHMI : I don't want you to race, Annie...It's awful. I die every time Watto

makes you do it.




ANAKIN : But Mom, I love it...and they need help...they're in trouble. The

prize money would more than pay for the parts they need. JAR JAR : Wesa ina

pitty bad goo.

GUI-GON : Your mother's right. Is there anyone friendly to the Republic who

might be able to help us?




SHMI shakes her head no.




ANAKIN : We have to help them, Mom...you said that the biggest problem in

the universe is no one helps each other...

SHMI : Anakin, don't...




JAR JAR belches. There is silence for a moment as they eat.




PADME : I'm sure Qui-Gon doesn't want to put your son in danger. We will

find another way...

SHMI : No, Annie's right, there is no other way... I may not like it, but

he can help you...he was meant to help you.

ANAKIN : Is that a yes? That is a yes!




The storm continues to rage outside the slave hovel.




EXT. MOS ESPA - JUNK DEALER PLAZA - DAY




The storm has passed. VENDORS and STREET PEOPLE clean up the mess and

rebuild their food stalls. JAR JAR sits on a box in front of Watto's parts

shop, watching all the activity with growing nervousness. ARTOO is standing

next to him. PADME stops QUI-GON as he is about to enter the shop.




PADME : Are you sure about this? Trusting our fate to a boy we hardly know.

The Queen will not approve.

QUI-GON : The Queen does not need to know.

PADME : Well, I don't approve.




QUI-GON turns and starts into the shop.




INT. WATTO'S JUNK SHOP - DAY




WATTO and ANAKIN are in the middle of an animated discussion in Huttese.




WATTO : Patta go bolla!

ANKAIN : No batta!

WATTO : Pedunky. Maa kee cheelya.

ANAKIN : Bayno, Bayno!




QUI-GON walks in, and WATTO and ANAKIN join him.




WATTO : The boy tells me you wanta sponser hi insa race. You can't afford

parts. How can you do this? Not on Republic credits, I think. (he laughs)

QUI-GON : My ship will be the entry fee.




QUI-GON pulls a small object that looks like a watch out of his pocket, and

a hologram of the Naboo spacecraft appears about a foot long in front of

WATTO. He studies it.




WATTO : Not bad...not bad...a Nubian.

QUI-GON : It's in good order, except for the parts we need.

WATTO : ...but what would the boy ride? He smashed up my Pod in the last

race. It will take some time to fix it.




ANAKIN is embarrassed and steps forward.




ANAKIN : Ahhhh....it wasn't my fault really...Sebulba flashed me with his

vent ports. I actually saved the Pod...mostly.

WATTO : (laughing) That you did. The boy is good, no doubts there.

QUI-GON : I have...acquired a Pod in a game of chance. "The fastest ever

built."

WATTO : I hope you didn't kill anyone I know for it. (laughs) So, you

supply the Pod and the entry fee; I supply the boy. We split the winnings

fifty-fifty, I think.

QUI-GON : Fifty-fifty!?! If it's going to be fifty-fifty, I suggest you

front the cash for the entry. If we win, you keep all the winnings, minus

the cost of the parts I need...If we lose, you keep my ship.




WATTO thinks about this. ANAKIN tries not to be nervous.




QUI-GON : (Cont'd) Either way, you win.

WATTO : (subtitled) Deal! Yo bana pee ho-tah, meedee ya. (Your friend is a

follish one, methinks.)




EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY




OBI-WAN stands outside the Naboo spacecraft, speaking into his comlink.

QUI-GON is on the back porch of the hovel.




OBI-WAN : What if this plan fails, Master? We could be stuck here for a

long time.

QUI-GON : (V.O) A ship without a power supply will not get us anywhere, and

there is something about this boy...




EXT MOS ESPA - SLAVE QUARTERS - PORCH - DAY




QUI-GON puts the comlink away as SHMI comes onto the porch




PADME, ANAKIN, JAR JAR, and ARTOO work on the engines of the Podracer in

the courtyard below.




QUI-GON : You should be proud of your son. He gives without any thought of

reward.

SHMI : He knows nothing of greed. He has...

QUI-GON : He has special powers.

SHMI : Yes...

QUI-GON : He can see things before they happen. That's why he appears to

have such quick reflexes. It is a Jedi trait.

SHMI : He deserves better than a slave's life.

QUI-GON : The Force is unusally strong with him, that much is clear. Who

was his father?

SHMI : There was no father, that I know of...I carried him, I gave him

birth...I can't explain what happened. Can you help him?

QUI-GON : I'm afraid not. Had he been born in the Republic, we would have

identified him early, and he would have become Jedi, no doubt...he has the

way. But it's too late for him now, he's too old.




EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - DAY




KITSTER (a young boy about Anakin's age), SEEK (a boy of ten), AMEE (a girl

of six), and WALD (a Greedo Type, six years old) join ANAKIN, JAR JAR,

ARTOO, and PADME securing some wiring.




ANAKIN : Padme and Jar Jar, this is my friend Kitster, and seek, Amee, and

Wald.




All whistle, hoot, and speak a greeting.




KITSTER : Wow, a real Astro Droid...how'd you get so lucky?

ANAKIN : This isn't the half of it. I'm entered in the Boonta Race

tomorrow!

KITSTER : What? With this??

WALD : (subtitled) Annie, Jesko na joka. 9You are such a joke, Annie.)

AMEE : You've been working on that thing for years. It's never going to

run.

SEEK : Come on, let's go play ball. Keep it up, Annie, and you're gonna be

bug squash.




SEEK, WALD, and AMEE take off, laughing. JAR JAR is fiddling with one of

the energy binder plates.




ANAKIN : Hey! Jar Jar! Stay away from those energy binders...

JAR JAR : Who, mesa?

ANAKIN : If your hand gets caught in that beam, it will go numb for hours.




JAR JAR peeks at the energy plate; it makes a little electronic pop, zaps

him in the mouth and jumps back. JAR JAR tries to say something, but his

mouth is numb and his words are garbled.




JAR JAR : Ouch-dats muy bigo Oucho. (Gibberish)

KITSTER : But you don't even know if this thing will run.

ANAKIN : It will.




QUI-GON approaches the GROUP and gives ANAKIN a small battery. JAR JAR gets

his hand caught in the afterburner and tries to tell Anakin, but can't get

words out that make sense.




QUI-GON : I think it's time we found out. Use this power charge. ANAKIN :

Yes, sir!!




ANAKIN jumps into the little capsule behind the two giant engines. He puts

the power pack back into the dashboard. EVERYONE backs away, except for JAR

JAR who calls for help. Finally PADME frees him and the engines ignite with

a ROAR. EVERYONE cheers.




EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY




SHMI, watching from the porch, smiles sadly.




EXT. SLAVE QUARTERS - BALCONY - NIGHT




ANAKIN sits on the balcony rail of his hovel as QUI-GON tends to a cut. The

BOY leans back to look at the vast blanket of stars in the sky.




QUI-GON : Sit still, Annie. Let me clean this cut.

ANAKIN : There are so many! Do they all have a system of planets?

QUI-GON : Most of them.

ANAKIN : Has anyone been to them all?

QU-IG0N : (laughs) Not likely.

ANAKIN : I want to be the first one to see them all... Ouch!




QUI-GON wipes a patch of blood off ANAKIN'S arm.




QUI-GON : There, good as new...




SHMI yells from inside the hovel.




SHMI : (O.S.) Annie, bedtime!




QUI-GON scrapes ANAKIN's blood onto a comlink chip.




ANAKIN : What are you doing?

QUI-GON : Checking your blood for infections.

ANAKIN : I've never seen...

SHMI : (O.S.) Annie! I'm not goiung to tell you again!

QUI-GON : Go on, you have a big day tomorrow. (beat) Goodnight.




ANAKIN rolls his eyes and runs into the hovel. QUI-GON takes the blood

stained chip and inserts it into the comlink, then calls OBI-WAN.




QUI-GON : (Cont'd) Obi-Wan...

OBI-WAN : Yes, Master.

QUI-GON : Make an analysis of this blood sample I'm sending you.

OBI-WAN : Wait a minute...

QUI-GON : I need a midi-chlorian count.

OBI-WAN : All right. I've got it.

QUI-GON : What are your readings?

OBI-WAN : Something must be wrong with the transmission.

QUI-GON : Here's a signal check.

OBI-WAN : Strange. The transmission seems to be in good order, but the

reading's off the chart...over twenty thousand.

QUI-GON : (almost to himself) That's it then.

OBI-WAN : Even Master Yoda doesn't have a midi-chlorian count that high!

QUI-GON : No Jedi has.

OBI-WAN : What does it mean?

QUI-GON : I'm not sure.




The JEDI KNIGHT looks up and sees SHMI in the doorway watching him.

Embarrassed, she goes back into the kitchen while QUI-GON ponders the

situation.




EXT. TATOOINE - DESERT MESA - NIGHT




The sinister looking Sith spacecraft lands on top of a desert mesa at dus,

scattering a herd of banthas. DARTH MAUL walks to the edge of the mesa and

studies the landscape with a pair of electrobinoculars. He picks out the

lights of three different cities in the distance, then pushes buttons on

his electronic armband.




Six football-sized PROBE DROIDS float out of the ship and head off in three

different directions toward the cities.




DARTH MAUL stands on the mesa and watches them through his

electrobinoculars.




EXT. MOS ESPA - SLAVE QUARTERS - PORCH - SUNRISE




Padme exits the hovel.




EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - SUNRISE




As the twin suns rise, ARTOO is busy painting the racing Pod. ANAKIN is

asleep. PADME passes ARTOO.




PADME : I hope you're about finished.




ARTOO whistles a positive reply. PADME sees KITSTER riding toward them on

an EOPIE, a strange camel-lile creature. He is leading a second EOPIE

behind him. PADME goes over to ANAKIN. He looks very vulnerable as he

sleeps. She watches him, then touches him on the cheek. ANAKIN wakes up,

yawns, and looks at her, a little puzzled.




ANAKIN : You were in my dream...you were leading a huge army into battle.

PADME : I hope not; I hate fighting. Your mother wants you to come in and

clean up. We have to leave soon. ANAKIN stands up and stretches just as

KITSTER arrives.




ANAKIN : Hook 'em up, Kitster. (to Padme) I won't be long. Where's Qui-Gon?




PADME : He and Jar Jar left already. They're with Watto at the arena.




EXT. MOS ESPA - ARENA - MAIN HANGER - DAY




RACE CREWS mill about outside the Main Hanger.




INT. MOS ESPA - ARENA - MAIN HANGER - DAY




The hanger is a large building with a dozen or so Podracers being readied

for the race. ALIEN CREWS and PILOTS rush about, making last minute fixes

on their vehicles. WATTO, QUI-GON, and JAR JAR walk through the activity.




WATTO : ...I want to see your spaceship the moment the race is over.

QUI-GON : Patienc, my blue friend. You'll have your winnings before the

suns set, and we'll be far away from here.

WATTO : Not if your ship belongs to me, I think...I warn you, no funny

business.

QUI-GON : You don't think Anakin will win?




WATTO stops before an orange racer. Sitting to one side, having his

shoulders and neck massaged by TWIN YOBANAS, is SEBULBA.




WATTO : Don't get me wrongo. I have great faith in the boy. He's a credit

to your race, but Sebulba there is going to win, I think.

QUI-GON : Why?

WATTO : He always wins. (laughs) I'm betting heavily on Sebulba.

QUI-GON : I'll take that bet.

WATTO : (suddenly stops laughing) What??!! What do you mean?

QUI-GON : I'll wager my new racing pod against...say...the boy and his

mother.

WATTO : A Pod for slaves. I don't think so...well, poerhaps. Just one...the

mother, maybe...the boy isn't for sale.

QUI-GON : The boy is small, he can't be worth much.




WATTO shakes his head.




QUI-GON : (Cont'd) For the fastest Pod ever built?!




WATTO shakes his head again.




QUI-GON : (Cont'd) Both, or no bet.

WATTO : No Pod's worth two slaves...not by a long shot...one slave or

nothing.

QUI-GON : The boy, then...




WATTO pulls out a small cube from his pocket.




WATTO : We'll let fate decide. Blue it's the boy, red his mother...




WATTO tosses the cube down. QUI-GON lifts his hand slightly; it turns blue.

QUI-GON smiles. WATTO is angry.




WATTO : (Cont'd) You won the small toss, outlander, bou you won't win the

race, so...it makes little difference.




ANAKIN and PADME enter the hanger on one of the EOPIES, pulling an engine.

KITSTER, on the other EOPIE, is pulling another engine. With THREEPIO

walking alongside, ARTOO trundles behind, pulling the Pod with SHMI sitting

on it. WATTO passes ANAKIN as he leaves.




WATTO : (Cont'd) (subtitled) Bonapa keesa pateeso, o wanna meetee chobodd.

(Better stop your friends betting, or I'll end up owning him, too.)




WATTO walks off, laughing.




ANAKIN : What did he mean by that?




QUI-GON : I'll tell you later.




ARTOO beeps at THREEPIO.




THREEPIO : Oh my! Space travel sounds rather perilous.




ARTOO emits a series of beeps.




THREEPIO : I can assure you they will never get me onto one of those

dreadful starships!

KITSTER : (to Anakin) This is so wizard! I'm sure you'll do it this time,

Annie.

PADME : Do what?

KITSTER : Finish the race, of course!

PADME : You've never won a race?

ANAKIN : Well...not exactly...

PADME : Not even finished?!




ANAKN looks sheepish.




ANAKIN : ...but Kitster's right, I will this time.

QUI-GON : Of course you will.




EXT. MOS ESPA - STREET - DAY




One of Darth Maul's PROBE DROIDS slowly floats down the main street of

Tatooine. It looks in shops and studies PEOPLE as it searches for OBI-WAN,

QI-GON, or the QUEEN.




EXT. MOS ESPA - DESERT RACE ARENA - DAY




An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A

large semi-circular amphitheatre that holds at least a hundred thousand

people dominates the landscape. Large viewing platforms loom over the

racetrack. INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)




A two-headed ANNOUNCER describes the scene.




FODE/BEED : -

A: Toogi! Toogie! (Greetings) Toong mee cha kulkah du Boonta magi! tah oos

azalus ooval Poddraces. (We have perfect weather today for the Boonta

classic. The most hazardous of all Podraces.)

B : That's absolutly right. And a big turnout here, from all corners of the

Outer Rim territories. I see the contestants are making their way out onto

the starting grid.




EXT. MOS ESPA - DESERT RACE ARENA - DAY




On the left side of the tracks across from the grandstands, a line of

Podracers emerges from the large hanger, surrounded by several CREW

MEMBERS. Pods are pulled by a wide variety of CREATURES and are led by

aliens carrying flags. The PILOTS stand facing the royal box.




FODE/BEED : -

(O.S) A : La Yma beestoo (Yes, there they are!)

B : I see Ben Quadinaros from the Tund system.

A : ...eh Gasgano doowa newpa Ord Petrovia! (And Gasgano in thenew Ord

Pedrovia.)

B : Two time winner, Boles Roor...

A : Poo tula moosta, woe grane champio Sebulba du Pixelito! Splastyleeya

bookie ookie!! (On the front line the reigning champion, Sebulba from

Pixelito. By far the favorite today.)

B : And a late entry, Anakin Skywalker, a local boy.

A : Wampa peedunkee unko ( I hope he has better luck this time.)

B : I see the flaggers are moving onto the track.




EXT. MOS ESPA - ARENA - GRANDSTAND - DAY




Colorful canopies shade some of the SPECTATORS. VENDORS sell barbecued

creature parts and colorful drinks.




EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)




All the PILOTS bow from the waist as JABBA THE HUTT enters the box and

waves to the crowd.




FODE/BEED : -

A : O grandio lust, Jabba Du Hutt, amu intoe tah parena. (His honor, our

glorious host, Jabba the Hutt has entered the arena.)




The crowd ROARS. SEVERAL OTHER SLUG-LIKE HUTTS follow, along with humans

and aliens. Several SLAVE GIRLS on a chain are led alongside JABBA.




JABBA : (subtitled) Chowbaso! Tam ka chee Boonta rulee ya, kee madda

hodrudda du wundee. (Welcome!) Sebulba tuta Pixelito...




EXT. MOS ESPA - ARENA - STARTING GRID - DAY




SEBULBA, who is right next to ANAKIN, stands and waves to his fans. A small

pep band plays as his fans wave and cheer.




KITSTER attaches the giant engins to Anakin's Pod with a long cable. SHMI

gives ANAKIN a big hug and kiss. She looks him right in the eye.




SHMI : Be safe.

ANAKIN : I will, Mom. I promise.




She leaves as ANAKIN checks the cable hitches.




JABBA : ...Mawhonic tuta Hok, Teemto Pagalies tuta Moonus Mandel, Anakin

SKywalker tuta Tatoonine....




The CROWD YELLS. ANAKIN waves to the crowd, as JABBA continues with his

introductions. SEBULBA moves over to one of Anakin's engines. KITSTER and

JAR JAR unhitch the EOPIES, and KITSTER leads them away. ARTOO beeps that

everything is OK. JAR JAR pats ANAKIN on the back.




JAR JAR : Dis berry loony, Annie. May da guds be kind, mesa palo.




PADME comes up and gives ANAKIN a little kiss on the cheeek. SEBULBA bangs

on a part protruding from Anakin's engine. He looks around to see if anyone

has noticed.




PADME : You carry all our hopes.

ANAKIN : I won't let you down.




PADME moves away as SEBULBA edges his way next to ANAKIN and gives him a

sinister grin.




SEBULBA : Bazda wahota, shag. Dobiella Nok. Yoka to Bantha poodoo. 9You

won't walk away from this one, slave scum! You're Bantha poodoo.)

ANAKIN : (subtitled) Cha skrundee da pat, sleemo. (Don't count on it,

slime-ball.)




ANAKIN looks the evil SEBULBA in the eye with a cold stare. QUI-GON

approaches, and SEBULBA backs off toward his racer.




JABBA : (sutitled)...Ka bazza kundee hodrudda! (...Let the challenge

begin!)




The CROWD lets out a LOUD CHEER. QUI-GON helps ANAKIN into his Pod. The boy

straps himself into the tiny racer.




QUI-GON : Are you all set, Annie? (Anakin nods) Remember, concentrate on

the moment. Feel. Don't think. Trust your instincts. (he smiles) May the

Force be with you.




QUI-GON steps away as ANAKIN puts on his goggles. The PILOTS flip switches,

and powerful energy binders shoot between the engines. ANAKIN flips a

switch, and his engine starts. The incredible ROAR of high-powered engines

igniting echoes throughout the arena. One driver, ODY MANDRELL, yells at a

droid (DUM-4) to get away from the front of his engine. The crowd is tense.




EXT. MOS ESPA - ARENA - STARTING GRID - DAY




The giant power-house engines torque as the PILOTS gun them. The PILOTS

flip switches, and poerful energy binders shoot between the engines. Aliens

carrying large flags move off the track. JAR JAR covers his eyes.




JAR JAR : Mesa no watch. Dissen ganna be messy!

FODE/BEED : -

A : Ya pawa culka doe rundee! (The power couplings are being activated)

B : Hey, it looks like they're clearing the grid.




EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY




SHMI looks nervously to QUI-GON as he enters a veiwing platform. PADME and

JAR JAR are already on board. The platform rises like an elevator.




SHMI : Is he nervous?

QUI-GON : He's fine.

PADME : You Jedi are far too reckless. The Queen...

QUI-GON : The Queen trusts my judgment, young handmaiden. You should too.

PADME : You assume too much.




EXT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)




FODE/BEED : -

B : Start your engines.




The earth-pounding ROAR of the engines revving is deafening.




EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)




Jabba bites off the head of a frog and spits it at a gong, signaling the

start of the race.




EXT. MOS ESPA - ARENA - STARTING GRID - DAY




On a bridge over the track, a great green light at the center flashes. The

Podracers shoot forward with a high-pitches scream. ANAKIN'S engine floods

and coughs - then dies. All the other Podracers except one swerve around

him and dissapear down the track. The slave boy struggles to get his racer

started. The two-headed announcer reports.




FODE/BEED : - (O.S.)

A : An dare ovv! (And they're off!)

B : Oh...wait. Little Skywalker has stalled.




PADME and JAR JAR are very dissapointed with ANAKIN. QUI-GON puts his arm

around a very worried SHMI to comfort her. Finally, Anakin's engines

ignite. He zooms away after the receeding pack of competitors, leaving one

quadra-Pod racer still trying to get started. The two-headed ANNOUNCER

describes the race as it progresses.




FODE/BEED : - (O.S.)

B : And there goes Skywalker... He'll be hard pressed to catch up with the

leaders today.




EXT. MOS ESPA - RACETRACK - DAY (FX)




The Podracers fly across the desert. SEBULBA is running neck and neck with

MAWHONIC. They round the first turn in the track, side by side. SEBULBA

drives his Pod into his rival, forcing him into the wall of a large rock

formation. MAWHONIC crashes in a spectacular display of fire and smoke.

ANAKIN is much faster than the back-end stragglers and passes them easily.

One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN tries to pass him

on one side and is cut off. He then tries to pass him on the other side

ansd is cut off. As they come up on a cliff drop-off, ANAKIN backs off,

then guns it as GASGANO goes over the cliff. ANAJIN accelerates so fast

that he sails right over the top of GASGANO and speeds away.

Four TUSKEN RAIDERS perched above the race course fire their rifles at the

Pods racing in the canyon below them. One shot ricochets off the back of

Anakin's Pod.




FODE/BEED : -

B : Looks like a few Tusken Riaders have campe out on the canyon dune turn.




EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY




JABBA THE HUTT and the crowd watch the progress of the race on small,

hand-held view screens. JAR JAR is looking over the shoulder of a strange

alien named FANTA.




JAR JAR : Where's Skywalker?




FANTA moves the view screen out of Jar Jar's view. PADME, SHMI, and QUI-GON

watch another screen and look worried.

ARTOO, down in the pits with KITSTER, lets out a worried sigh. The driver

of the quadra-Pod looks worried.




EXT. MOS ESPA - RACETRACK - DAY (FX)




ANAKIN is powering around corners and over hills and cliffs, passing other

racers right and left. SEBULBA is in the lead. He is being challenged by

another racer, XELBREE.

SEBULBA slows a little, and as XELBREE pulls alongside, he opens a side

vent on the racer's engine and the exhaust starts to cut through the

alien's engine.

The blast cuts along the engine until finally it EXPLODES. SEBULBA deftly

veers away.

ANAKIN works his way through a dense mass of racers as they zoom over a

dune sea, kicking up dust. His Pod shakes violently as he goes over a jump.

One of the Podracers, ODY, catches one of his engines in the sand, and the

whole thing EXPLODES.




EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY




QUI-GON sits quietly, meditating. PADME and SHMI search the landscape for

any sign of the racers. JAR JAR is still annoying FANTA for information.

The crowd SCREAMS. WATTO is laughing with his friends, confident in

Anakin's defeat.

The quadra-Pod engines start just as the racers come around the corner. The

DRIVER, BEN QUADINAROS, puts it in gear, and the four engines go off in all

directions, EXPLODING in a spectacular display. The Pod drops to the ground

as SEBULBA enters the arena, closely followed by all the OTHER RACERS.

KITSTER strains to see as ARTOO beeps excitedly. The announcer continues.




FODE/BEED : - (O.S)

B ; There goes Quadinaros' power couplings.

A : Sebulba! Ka pa me cheespa wata! (Here comes Sebulba in record time.)




QUI-GON, PADME, SHMI, and JAR JAR yell for joy as ANAKIN passes. JAR JAR is

very nervous and pounds on the back of his alien neighbor, FANTA. JAR JAR :

What gooie-on?

FANTA : Bug off.




Lap two. SEBULBA and the pack race past the main arena. The crowd stands

and YELLS as the Podracers scream off into the distance. QUI-GON and PADME

look worried.




JAR JAR : He musta crash-ud.

PADME : Here he comes!




EXT. MOS ESPA - ARENA - PIT AREA - DAY (FX)




ARTOO lets out an excited whistle, as KITSTER yells.




THREEPIO : He has to complete two more circuits? Oh dear!




EXT. MOS ESPA - RACETRACK - DAY (FX)




Sure enough, coming around the bend is ANAKIN, quickly gaining on the pack.

The two-headed announcer describes the action. The crowd goes wild.




FODE/BEED : - (O.S.)

B : It looks like Skywalker is moving up through the field. He's in...

A : Steeth pa nagoola! (Sixth place, not bad.)




ANAKIN continues to gain on the pack. Tension for SHMI and PADME is

unbearable.

ODY stops in the pits. Droids work on his engines. DUM-4 stands in front of

the engine and is sucked in, causing the engine to die. DUM-4 is spit out

the back of the engine, very bent up. The engine lets out one final wheeze,

then EXPLODES in a puff of smoke.




FODE/BEED : - (O.S.)

A : Ody Mandrell! Coona wa wunda dunko! (Ody Mandrell into the pits for

some attention.)

ODY : Droids!




TERTER is getting close to SEBULBA, who purposely breaks a small part off

his Pod, sending it into Terter's engine, causing him to veer into ANAKIN,

and unhooks one of the main straps on Anakin's engines that links the Pod

to his engines.

ANAKIN struggles to keep control of the little Pod. It whips about wildly.

As the Pod swings near the broken engine strap, ANAKIN grabs for it.

Finally, he catches the strap and manages to unhook it to the Pod.

SEBULBA cuts the engine of OBITOKI with his side exhaust, and the racer

crashes with a cloud of dust. A THIRD RACER, HABBA, flie into the cloud of

dust and crashes into OBITOKI. ANAKIN rounds a corner and heads into the

cloud of smoke. He hits a part of one of the engines but regains control.




FODE/BEED : - (O.S.)

B :At the start of the third and final lap, Sebulba is in the lead, closely

followed by Skywalker...




ANAKIN finally catches up with SEBULBA, and runs neck and neck over the

rough terrain. JAR JAR, QUI-GON, SHMI, and PADME all SCREAM s ANAKIN comes

through the arena. The lights in the tower indicate that this is the third

and last lap. WATTO begins to worry.

SEBULBA uses his side exhaust port to try to cut through Anakin's engines.

ANAKIN manages to avoid having his engine disabled but is forced off

course.




FODE/BEED : - (O.S.)

B : Skywalker is forced onto the service ramp!

A : Oh noah!




On a tight corner, ANAKIN dives to the inside and takes the lead.




FODE BEED : - (O.S.)

B : Amazing... a controlled thrust and he's back on course! What a move!




SEBULBA is furious. He stay's right on Anakin's tail, crowding him and

pushing him through the turns.

SEBULBA pushes ANAKIN harder, and the young boy has a difficult time

keeping control. One of the parts on Anakin's engines begins to shake

loose. ANAKIN sees it and switches over to an auxiliary system. While he is

trying to accomplish this maneuver, SEBULBA races past him.

ANAKIN tries to get around SEBULBA, to no avail. Every move ANAKIN makes,

SEBULBA is able to block.

Finally, ANAKIN fakes a move into the inside as he usually does, then tries

to go around SEBULBA on the outside. They race sid by side down the final

stretch of the track.




FODE/BEED : - (O.S.)

B : He's catching Sebulba.

A : Inkabunga. (Incredible!)




SEBULBA veers toward ANAKIN and bangs into his Pod. He crashes into ANAKIN

over and over. The young boy struggles to maintain control as the steering

rods on the two Pods become hooked together. SEBULBA laughs at ANAKIN.




FODE/BEED : - (O.S.)

B : That little human being is out of his mind.

A : Punda tah punda! (They're neck and neck!)

B : They're side by side!

A : Bongo du bongu! (Shoulder to shoulder!)




As they head for the final stretch, ANAKIN fights to unlock the steering

rods by trying to pull away from SEBULBA. The strain on the steering rod is

tremendous. Suddenly, ANAKIN's steering arm breaks, and his Pos starts

spinning.

The release of tension sends SEBULBA into an ancient statue. One engine

EXPLODES, then the other. SEBULBA skids through the fire-balls, blackened,

but unhurt. He slides to a smoking stop, gets out of his racer, and throws

what's left of a shifter arm on the ground. Suddenly he realizes his pants

are on fire, and he struggles to put them out. ANAKIN flies through the

EXPLOSION as the crowd stands, CHERRING. PADME and JAR JAR jump up and down

with excitment, PADME screaming for joy. ARTOO and KITSTER whistle

hysterically. QUI-GON and SHMI smile. ANAKIN races over the finish line,

the winner.




INT. MOS ESPA - ARENA ANNOUNCERS BOX - DAY (FX)




The two-headed announcer excitedly calls the finish.




FODE/BEED : -

B : It's Skywalker! The crowd are going nuts! Oh Ah Oh Ah (rock head in

tandem with partner)




EXT. MOS ESPA - ARENA - DAY




As ANAKIN stops the Podracer, KISTER turns up, and they embrace. Hundreds

of SPECTATORS join them and put ANAKIN on their shoulders, marching off,

CHEERING AND CHANTING. Darth Maul's PROBE DROIDS move through the crowd.




INT. MOS ESPA - ARENA - PRIVATE BOX - DAY




Several ALIENS leave Watto's box, laughing and counting their money. WATTO

sees QUI-GON standing in the doorway.




WATTO : You! You swindled me! You knew the boy was going to win! Somehow

you knew it! I lost everything.




WATTO flies up to QUI-GON and puts his face right up against QUI-GON's.

QUI-GON simply smiles.




QUI-GON : Whenever you gamble, my freind, eventually you'll lose. Bring the

parts to the main hanger. I'll come by your shop later so you can release

the boy.

WATTO : You can't have him! It wasn't a fair bet!

QUI-GON : Would you like to discuss it with the Hutts...I'm sure they can

settle this.

WATTO : No, no! I want no more of your tricks! Take him!




The SITH PROBE DROID watches with great interest.




EXT. MOS ESPA - ARENA - MAIN HANGER - DAY




The Main Hanger is almost deserted as RACERS depart.




INT. MOS ESPA - ARENA - MAIN HANGER - DAY




JAR JAR gives ANAKIN a great hug, then PADME gives him a hug, then SHMI.




ANAKIN : Ah, gee...enough of this...

SHMI : It's so wonderful, Annie. You have brought hope to those who have

none. I'm so very proud of you...

PADME : We owe you everything.

ANAKIN : Just feeling this good was worth it.




In the background, QUI-GON has harnessed the EOPIES to containers full of

parts.




QUI-GON : Padme. Jar Jar, let's go, we've got to get these parts back to

the ship.




The GROUP walks over to QUI-GON and the EOPIES.

PADME climbs on behind QUI-GON. JAR JAR swings up onto the second EOPIE,

only to slwly slide off the other side. ARTOO whistles. ANAKIN and SHMI

wave as they ride off.




QUI-GON : (Cont'd) I'll return the eopies by midday.




EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY




ARTOO cruises ahead of QUI-GON and PADME, who are riding one of the EOPIES;

JAR JAR ridses the other. They stop in front of the sleek Naboo spacecraft.

OBI-WAN comes out of the ship and joins them.




QUI-GON : Start getting this hyperdrive generator installed. I'm going

back...some unfinished business. I won't be long.

OBI-WAN : Why do I sense we've picked up another pathetic life form...?

QUI-GON : It's the boy who's responsible for getting those parts.




On a hill far overlooking the Naboo spacecraft, the SITH PROBE DROID turns

and speeds away.




EXT. TATOOINE - STREET - SLAVE QUARTERS - DAY




ANAKIN and A GREEDO are rolling around on the floor, fighting. About A

DOZEN OR SO KIDS are standing around them, yelling. Suddenly, a long shadow

is cast over the TWO BOYS; they stop fighting and look up. QUI-GOMN is

towering above them. KITSTER is with them.




QUI-GON : What's this?

ANAKIN : He said I cheated.

QUI-GON : Did you?

ANAKIN : No!

QUI-GON : Do you still think he cheated?

GREEDO : Yes.

QUI-GON : Well, Annie. You know the truth... You will have to tolerate his

opinion, fighting won't change it.




QUI-GON moves off down the street. Anakin follows. The GREEDO wanders over

to WALD who has been watching the goings-on.




WALD : Keep this up, Greedo, and you're gonna come to a bad end.




Farther down the street QUI-GON and ANAKIN head toward Anakin's hovel.

QUI-GON takes a handful of credits from beneath his poncho and hands them

to the boy.




QUI-GON : These are yours. We sold the Pod.

ANAKIN : (suddenly beaming) Yes!




INT. ANAKIN'S HOVEL - MAIN ROOM - DAY




SHMI is cleaning up as ANAKIN bursts through the door, followed by QUI-GON.




ANAKIN : Mom, he sold the Pod. Look at all the money we have!




ANAKIN pulls a bag of coins out of his pocket.




SHMI : Oh, my goodness, That's wonderful.

QUI-GON : And Anakin has been freed.

ANAKIN : What?!?

QUI-GON : You're no longer a slave.




ANAKIN jumps for joy! SHMI is stunned.




ANAKIN : Did you hear that, Mom? (to Qui-Gon) Was that part of the prize,

or what?

QUI-GON : Let's just say Watto has learned an important lesson about

gambling.

SHMI : Now you can make your dreams come true, Annie. You're free! (turns

to Qui-Gon) Will you take him with you? Is he to become a Jedi?

QUI-GON : Our meeting was not a coincidence. Nothing happens by accident.

You are strong with the Force, but you may not be accepted by the Coucil.

ANAKIN : A Jedi! Mighty blasters, you mean I get to go with you in your

starship and everything?!




QUI-GON kneels down to the boy.




QUI-GON : Anakin, training to be a Jedi will not be a easy challenge. And

if you succeed, it will be a hard life.

ANAKIN : But it's what I want. What I've always dreamed about. Can I go,

Mom?!

QUI-GON : This path has been placed for you, Annie; the choice to take it

is yours alone.




ANAKIN thinks, looks to his mother, then to QUI-GON.




ANAKIN : I want to go.

QUI-GON : Then, pack your things. We haven't much time.

ANAKIN : Yipee!!




ANAKIN hugs his mom and starts for the other room, then stops. SHMI and

QUI-GON give each other a knowing look. ANAKIN has realized something.




ANAKIN : (Cont'd) What about Mom? Is she free too? You're coming, aren't

you, Mom

QUI-GON : I tried to free your mother, Annie, but Watto wouldn't have it.

ANAKIN : But the money from selling...

QUI-GON : It's not nearly enough.




SHMI comes over to her son and sits next to him. Taking both of his hands

in hers, she draws him close.




SHMI : Son, my place is here. My future is here. It is time for you to let

go...to let go of me. I cannot go with you.

ANAKIN : I want to stay with you. I don't want things to change.

SHMI : You can't stop change any more than you can stop the suns from

setting. Listen to your feelings; Annie, you know what's right.




ANAKIN takes a deep breath, drops his head. QUI-GON and SHMI exchange a

look of concern. When ANAKIN raises up, there are tears in his eyes.




ANAKIN : I'm going to miss you so much, Mom...

SHMI : I love you, Annie...now hurry.




ANAKIN and SHMI hug. ANAKIN runs into the other room.




SHMI : (Cont'd) Thank you.

QUI-GON : I will watch after him. You have my word. Will you be all right?

SHMI : He was in my life for such a short time.




INT. ANAKIN'S HOVEL - SECOND ROOM - DAY




ANAKIN has thrown the last of his things in a small backpack. As he leaves,

he stops and pushes the button that wakes his droid up. THREEPIO stares at

him blankly.




ANAKIN : Well, Threepio, I'm free...and I'm going away...in a starship...

THREEPIO : Master, Annie, you are my maker, and I wish you well. Although

I'd like it better if I were a little less naked.

ANAKIN : I'm sorry I wasn't able to finish you, Threepio...give you

coverings and all... I'm going to miss working on you. You've been a great

pal. I'll make sure Mom doesn't sell you or anything. Bye.




THREEPIO stares at ANAKIN as he rushes out of the room.




THREEPIO : Sell me?!?




EXT. MOS ESPA - STREET - SLAVE QUARTERS - DAY




KITSTER runs up to ANAKIN as he and QUI-GON exit Anakin's hovel. SHMI

stands in the doorway. ANAKIN pulls a handful of coins out of his pocket

and gives them to KITSTER.




KITSTER : There are so many of us who want you to stay, Annie... You're a

hero.

ANAKIN : I... (looks to SHMI) I... have to go.




QUI-GON has moved a short way down the street.




KITSTER : Well.

ANAKIN : Well.

KITSTER : Thank's for every moment you've been here. You're my best friend.

ANAKIN : I won't forget.




ANAKIN hugs KITSTER and runs toward QUI-GON, then stops to look back at his

mother standing in the doorway. He turns back to QUI-GON, then turns and

runs back to his mother.




ANAKIN : (starting to cry) I can't do it, Mom. I just can't.




SHMI hugs ANAKIN. QUI-GON watches from the distance. She kneels down and

looks him in the face.




SHMI : Annie, remember when you climbed the great dune in order to chase

the Banthas away so they wouldn't be shot... Remember how you collapses

several times, exhausted thinking you couldn't do it?




ANAKIN shakes his head.




SHMI : (Cont'd) This is one of those times when you have to do something

you don't think you can do. I know how strong you are, Annie. I know you

can do this...

ANAKIN : Will I ever see you again?

SHMI : What does your heart tell you?

ANAKIN : I hope so...yes...I guess.

SHMI : Then we will see each other again.

ANAKIN : I.. will become a Jedi and I will come back and free you, Mom...I

promise.

SHMI : No matter where you are, my love will be with you. Now be brave, and

don't look back... don't look back.

ANAKIN : I love you so much.




SHMI hugs ANAKIN, then turns him around so he is facing QUI-GON, and off he

marches, like the brave little trooper that he is. He marches right past

QUI-GON, starring right ahead, tears in his eyes, determined not to look

back.




EXT. TATOOINE - DESERT MESA - DAY




The PROBE DROID beeps and whistles to DARTH MAUL. The SITH LORD gets on a

speeder bike and follows the PROBE DROID into Mos Espa.




EXT MOS ESPA - STREET - FRUIT STAND - DAY




ANAKIN and QUI-GON exit WATTO'S and stop before JIRA'S fruit stand. ANAKIN

hands JIRA some coins.




ANAKIN : I've been freed, and I'm going away. Buy yourself a cooling unit

with this... Otherwise I'll worry about you.




JIRA is astonished. She stares, not knowing what to say.




JIRA : Can I give you a hug

ANAKIN : Sure.




She gives him a hug.




JIRA : I'll miss you, Annie.. there isn't a kinder boy in the galaxy. You

be careful...




ANAKIN runs to join QUI-GON, who has already started down the street. As

they walk along together, QUI-GON notices something out of the corner of

his eye.

Suddenly, without breaking his stride, he ignites his laser sword, swing

around, and lunges forward and cuts a lurking PROBE DROID in half. QUI-GON

inspects the sparking and fizzing DROID.




ANAKIN : What is it?

QUI-GON : Probe droid. Very unusual... not like anything I've seen before.

Come on.




QUI-GON and ANAKIN start running.




EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY




QUI-GON and ANAKIN run toward the Naboo spacecraft. ANAKIN is having a hard

time keeping up.




ANAKIN : Master Qui-Gon,sir, wait!




QUI-GON turns to answer and sees a DARK-CLOAKED FIGURE bearing down on a

speeder bike.




QUI-GON : Anakin, drop!




ANAKIN drops to the ground just as DARTH MAUL sweeps over him. DARTH MAUL

jumps off his speeder bike, and before he has hit the ground, the Sith Lord

has swund a death blow with his laser sword that is barely blocked by

QUI-GON.

ANAKIN picks himself up. The two galactic warriors, Sith and Jedi, are

bashing each other with incredible blows. They move in a continual cloudof

dust, smashing everything around them. This is a fierce fight. ANAKIN gets

up, bewildered by the confrontation.




QUI-GON : (Cont'd) Annie, get to the ship! Take off! Go! Go!




QUI-GON struggles to fend off the relentless onslaught as ANAKIN races to

the ship.




INT. NABOO SPACECRAFT - HALLWAY




ANAKIN runs into the main hallway of the spaceship, where PADME and CAPTAIN

PANAKA are working.




ANAKIN : Qui-Gon's in trouble. He says to take off...now!!

CAPT. PANAKA : Who are you?

PADME : He's a friend.




INT. NABOO SPACECRAFT - COCKPIT




CAPTAIN PANAKA, ANAKIN, and PADME rush into the cockpit where OBI-WAN and

RIC OLIE are checking the hyperdrive.




CAPT. PANAKA : Qui-Gon is in trouble, he says to take off!

PILOT : I don't see anything.

OBI-WAN : Over there! Fly low!




In the distance is a small cloud of dust.




EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY




QUI-GON and DARTH MAUL continue theirsword battle. Leaping over one another

in an incredible display of acrobatics, the two warrios hear the ship fly

over them a few feet off the ground. QUI-GON almost dissapears for a

moment.

Before DARTH MAUL knows what's happening, QUI-GON is on the spacecrat's

ramp.




EXT. TATOOINE - NABOO SPACECRAFT RAMP - DAY




The SITH LORD immediately jumps onto the ramp after QUI-GON, but barely

makes it. His heels hang over the edge of a forty-foot drop. QUI-GON swings

his laser sword with all his might and knocks DARTH AMUL off the ramp and

onto the desert floor. The ramp closes, and the Naboo craft rockets away,

leaving the Sith Lord standing alone.




EXT. SPACE - NABOO SPACECRAFT (FX)




The sleek spacecraft rockets away from the planet Tatooine.




INT. NABOO SPACECRAFT - HALLWAY




ANAKIN and OBI-WAN rush into the hallway to find QUI-GON collapsed on the

floor opposite the entry. ARTOO is looking over him. The JEDI is breathing

hard, wet with sweat and covered in dirt.




ANAKIN : Are you all right?

QUI-GON : I think so... that was a surpirse I wont soon forget.

OBI-WAN : What was it?

QUI-GON : I don't know... but he was well trained in the Jedi arts. My

guess is he was after the Queen...

ANAKIN : Do you think he'll follow us?

QUI-GON : We'll be safe enough once we're in hyperspace, but I have no

doubt he knows our destination.

ANAKIN : What are we going to do about it?




OBI-WAN gives ANAKIN a "who are you?" look. ANAKIN returns an innocent

stare.




QUI-GON : We will be patient. Anakin Skywalker, meet Obi-Wan Kenobi.

ANAKIN : Pleased to meet you. Wow! You're a Jedi too?




OBI-WAN gives the boy a skeptical look.




INT. COCKPIT - SPACE




RIC OLIE pulls back on the hyperdrive. OBI-WAN, QUI-GON, and ANAKIN watch.




QUI-GON : Let's hope this hyperdrive works and Watto didn't get the last

laugh.




The stars streak outside the cockpit window.




EXT. SPACE - NABOO SPACECRAFT (FX)




The ship streaks into hyperspace.




EXT. THEED - STREET - NIGHT (FX)




SEVERAL FEDERATION DROIDS patrol a deserted city street. The Palace can be

seen in the distance.




INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT




NUTE sits in a strange, mechanical walking chair, which approaches SIO

BIBBLE and SEVERAL OTHER NABOO OFFICIALS. RUNE follows a few paces behind.

DROID GUARDS surround SIO BIBBLE and THE OTHERS as FOUR COUNCIL MEMBERS

watch.




NUTE : When are you going to give up this pointless strike? Your Queen is

lost, your people are starving, and you, Governor, are going to die, much

sooner than your people, I'm afraid. Take him away!

BIBBLE : This invasion will gain you nothing. We're a democracy. The people

have decided... They will not live under your tyranny.




BIBBLE is taken away as OOM-9 approaches NUTE.




OOM-9 : My troops are in position to begin searching the swamps for these

rumored underwater villages... they will not stay hidden for long.




INT. NABOO SPACECRAFT - MAIN AREA




The ship is asleep. The lights are dim as PADME walks into the main room.

She goes to a monitor and watches the BIBBLE plea recording. JAR JAR is

stretched out on the floor, snoring. ARTOO is to one side, cooing as he

rests.

PADME appears tired. She senses someone watching her and turns around with

a start. She sees ANAKIN sitting in the corner, shivering and looking

verydejected. She goes over to him. He looks up at her with tears in his

eyes. He is holding his arms to keep himself warm.




PADME : Are you all right?

ANAKIN : It's very cold.




PADME gives him her over-jacket.




PADME : You're from a warm planet, Annie. Too warm for my taste. Space is

cold.

ANAKIN : You seem sad.

PADME : The Queen is...worried. Her people are suffering...dying. She must

convince the Senate to intervene, or...I'm not sure what will happen.

ANAKIN : I'm...I'm not sure what's going to happen to me. I dunno if I'll

ever see you again.. (he pulls something from his pocket) I made this for

you. Sou you'd remember me. I carved it out of a japor snippet... It will

bring you good fortune.




ANAKIN hands a wooden pendant to PADME. She inspects it, then puts it

around her neck.




PADME : It's beautiful, but I don't need this to remember you. Many things

will change when we reach the capital, Annie. My caring for you will always

remain.

ANAKIN : I care for you too. Only I...miss...




ANAKIN is disturbed about something. Tears are in his eyes.




PADME : ...You miss your mother.




ANAKIN looks at her, unable to speak. She hugs him.




EXT. SPACE - PLANET CORUSCANT (FX)




MOVE with the ship as it heads toward Coruscant.




INT. CORUSCANT - CITYSCAPE - NABOO SPACECRAFT - DAY (FX)




The spacecraft dlies over the endlesscityscape of Coruscant, the capital of

the galaxy.




INT. NABOO SPACECRAFT - COCKPIT




ANAKIN looks out the cockpit window in awe.




RIC OLIE : Coruscant...the capital of the Republic...the entire planet is

one big city.

ANAKIN : Wow! It's so huge!




INT. NABOO SPACECRAFT - DAY (FX)




The ship flies through the cityscape of Coruscant.




EXT. CORUSCANT - SENATE LANDING PLATFORM - DAY




Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR PALPATINE stand on

a landing platform.

The sleek Naboo spacecraft lands on the platform high above the street

level of the galactic capital. The ramp lowers. OBI-WAN, QUI-GON, JAR JAR

and ANAKIN descend the ramp first and bow before PALPATINE and VALORUM.

CAPTAIN PANAKA, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE, EIRTAE,

and

MORE GUARDS descend the ramp. QUEEN AMIDALA stops before the group.

ANAKIN and JAR JAR stand to one side, looking at the huge city. PADME

smiles at ANAKIN. PALPATINE bows before the Queen.




PALPATINE : It is a great gift to see you alive, Your Majesty. May I

present Supreme Chancellor Valorum.

VALORUM : Welcome, Your Highness. It is an honor to finally meet you in

person. I must relay to you how distressed everyone is over the currant

situation. I've called for a special session of the Senate to hear your

position.

AMIDALA : I am grateful for your concern, Chancellor.




PALPATINE starts to lead QUEEN AMIDALA and her RETINUE off the platform

toward a waiting air taxi.




PALPATINE : There is a question of precedure, but I feel confident we can

overcome it...




JAR JAR and ANAKIN start to follow, then stop, noticing that OBI-WAN and

QUI-GON are staying with the SUPREME CHANCELLOR. QUEEN AMIDALA waves to the

duo to follow her. ANAKIN looks back to QUI-GON, and he nods to go ahead.

ANAKIN and JAR JAR join the QUEEN, PALPATINE, PADME, RABE and EIRTAE in the

taxi. PALPATINE gives the Gungan and the boy in the back of the taxi a

skeptical look. JAR JAR leans over to ANAKIN.




JAR JAR : Da Queens- a bein grossly nice, mesa tinks. (he looks around)

Pitty hot!




VALORUM and the JEDI watch the taxi move off into the city.




QUI-GON : I must speak with the Jei Council immediately, Your Honor. The

situation has become more complicated.




INT. PALPATINE'S QUARTERS - ANTEROOM - DAY




QUEEN AMIDALA is sitting listening to PALPATINE. EIRTAE and RABE stand

behind the QUEEN; PADME is nowhere to be sen. ANAKIN and JAR JAR are

waiting in an adjoining room. They can see the Queen but cannot hear what

is being said.




JAR JAR : Dissen all pitty odd to my.

ANAKIN : Don't look at me. I don't know what's going on.




CAPTAIN PANAKA enters, then goes into the room with QUEEN AMIDALA.




INT. PALPATINE'S QUARTERS - LIVING AREA - DAY




PALPATINE is pacing as CAPTAIN PANAKA enters. EIRTAE and RABE stand to one

side.




PALPATINE : ...the Republic is not what it once was. The Senate is full of

greedy, squabbling delegates who are only looking out for themselves and

their home sytems. There is no interest in the common good...no civility,

only politics...its disgusting. I must be frank, Your Majesty, there is

little chance the Senate will act on the invasion.

AMIDALA : Chancellor Valorum seems to think there is hope.

PALPATINE : If I may say so, Your Majesty, the Chancellor has little real

power...he is mired down by baseless accusations of corruption. A

manufactured scandal surrounds him. The bureaucrats are in charge now.

AMIDALA : What options do we have?

PALPATINE : Our best choice would be to push for the election of a stronger

Supreme Chancellor. One who will take control of the bureaucrats, enforces

the laws, and give us justice. You could call for a vote of no confidence

in Chancellor Valorum.

AMIDALA : He has been our strongest supporter. Is there any other way?

PALPATINE : Our only other choice would to be to submit a plea to the

courts...

AMIDALA : There's no time for that. The courts take even longer to decide

things than the Senate. Our people are dying, Senator...more and more each

day. We must do something quickly to stop the Federation.

PALPATINE : To be realistic, Your Highness, I'd say we're going to have to

accept Federation control for the time being.

AMIDALA : There is something I cannot do.




EXT. TEMPLE OF THE JEDI - DAY (FX)




A unique building with it tall spires stands out against the Coruscant

skyline. A small transport passes by the vast temple.




INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY




QUI-GON stands in a tall stately room. Twelve JEDI sit in a semi-circle.

OBI-WAN stands behind QUI-GON in the center of the room.

The Senior Jedi is MACE WINDU. To his left is an alien Jedi named

KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.




QUI-GON : ...my only conclusion can be that it was a Sith Lord.

MACE WINDU : A Sith Lord?!?

KI-ADI : Impossible! The Sith have been extinct for a millenium.

YODA : The very Republic is threatened, if involved the Sith are.

MACE WINDU : I do not believe they could have returned without us knowing.

YODA : Hard to see, the dark side is. Discover who this assassin is, we

must.

KI-ADI : I sense he will reveal himself again.

MACE WINDU : This attack was with purpose, that is clear, and I agree the

Queen is the target.

YODA : With this Naboo queen you must stay, Qui-Gon. Protect her.

MACE WINDU : We will use all our resources here to unravel this mystery and

discover the identity of your attacker... May the Force be with you.

YODA : May the Force be with you.




OBI-WAN turns to leave, but QUI-GON continues to face the Council.




YODA : (Cont'd) Master Qui-Gon more to say have you?

QUI-GON : With your permission, my Master. I have encountered a vergence in

the Force.

YODA : A vergence, you say?

MACE WINDU : Located around a person?

QUI-GON : A boy... his cells have the highest concentration of

midi-chlorians I have seen in a life form. It is possible he was conceived

by the midi-chlorians.

MACE WINDU : You're referring to the prophesy of the one who will bring

balance to the Force...you believe it's this boy??

QUI-GON : I don't pressume...

YODA : But you do! Rrevealed your opinion is.

QUI-GON : I request the boy be tested.




The JEDI all look to one another. They nod and turn back to OBI-WAN and

QUI-GON.




YODA : Trained as a Jedi, you request for him?

QUI-GON : Finding him was the will of the Force...I have no doubt of that.

There is too much happening here...

MACE WINDU : Bring him before us, then.

YODA : Tested he will be.




INT. QUEENS QUARTERS - CORUSCANT - DAY Anakin, tentative, walks down one of

the long hallways in Senator Palpatine's quarters. He stops before a dor

that is flanked by TWO GUARDS.




GUARD : May I help you, son?

ANAKIN : I'm...I'm looking for the handmaiden, Padme.




The GUARD speaks into his comlink as ANAKIN looks around a bit nervously.




GUARD : The boy is here to see Padme.

RABE : Send him in.




The doors open, and ANAKIN enters the Queen's quarters.

RABE greets ANAKIN as TWO OTHER HANDMAIDENS come and go into the next room.




ANAKIN : I'd like to speak with Padme, if I could.

RABE : I'm sorry, Annie. Padme is not here right now.




The Queen speaks out in the next room.




AMIDALA : (O.S.) Who is it?

RABE : Anakin Skywalker, to see Padme, Your Highness.




The QUEEN moves into the doorway and studies ANAKIN. ANAKIN bows and looks

down, then takes a peek at her.




AMIDALA : I've sent Padme on an errand.

ANAKIN : I'm going to the Jedi temple to start my training, I hope.




The QUEEN just stares at him.




ANAKIN : (Cont'd) I may not see her again...and... I just wanted to say

goodbye.

AMIDALA : We will tell her for you. We're sure her heart goes with you.




ANAKIN bows again.




ANAKIN : Thank you, Your Highness. I'm sorry to have disturbed you.




The QUEEN dissapears behind the doorway, and ANAKIN exits.




EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX)




A large, distinctive looking domed building stands out amid the cityscape

of Coruscant.




INT. MAIN ROTUNDA - GALACTIC SENATE - DAY




The Senate chambers are huge. Thousands of SENATORS and their AIDES sit in

the circular assembly area. CHANCELLOR VALORUM sits in an elevated area in

the center. Hindreds of AIDES and DROIDS hurry about. SENATOR PALPATINE,

QUEEN AMIDALA, EIRTA, RABE, and CAPTAIN PANAKA sit in the Naboo

congressional box, which is actually a floating platform. PALPATINE leans

over to the QUEEN.




PALPATINE : If the Federation moves to defer the motion...Your Majesty,

Ibeg of you to ask for a resolution to end this congressional session.

AMIDALA : I wish I had your confidence in this, Senator.

PALPATINE : You must force a new election for Supreme Chancellor...I

promise you there are many who will support us...it is our best chance...

Your Majesty, our only, chance.

AMIDALA : You truely believe Chancellor Valorum will not bring our motion

to a vote?

PALAPATINE : He is distracted...he is afraid. He will be of no help.

VALORUM : The Chair recognizes the Senator from the sovereign system of

Naboo.




The Naboo congressional box floats into the center.




PALPATINE : Supreme Chancellor, delegates of the Senate. A tragedy has

occured on our peaceful system of Naboo. We have become caugt in a dispute

you're all well aware of, which began right here with the taxation of trade

routes, and has now engulfed our entire planet in the oppresion of the

Trade Federation.




A second box rushes into the center of the Senate. It is filled with

Federation trade barons led by LOTT DOD, the Senator for the Federation.




LOTT DOD : This is outrageous! I object to the Senator's statements!

VALORUM : The Chair does not recognize the Senator from the Trade

Federation at this time. Please return to your station.




LOTT DOD reluctantly moves back to his place.




PALPATINE : To state our allegations, I present Queen Amidala, the recently

elected ruler of Naboo, to speak on our behalf.




QUEEN AMIDALA stands and addresses the assembly. There is some applause.




AMIDALA : Honorable representatives of the Republic, distinguished

delegates, and Your Honor Supreme Chancellor Valorum, I come to you under

the gravest of circumstances. The Naboo system has been invaded by force.

Invaded...against all the laws of the Republic by the Droid Armies of the

Trade...

LOTT DOD : I object! There is no proof. This is incredible. We recommend a

commision be sent to Naboo to assertain the truth.

VALORUM : Overruled.

LOTT DOD : Your Honor, you cannot allow us to be condemned without

reasonable observation. It's against all the rules of procedure.




A third box representing Malastare moves into the center of the room. AKS

MOE, the Ambassador, addresses the convention.




AKS MOE : The Congress of Malastare concurs with the honorable delegate

from the Trade Federation. A commision must be appointed...that is the law.

VALORUM : The point...




VALORUM confers with several of his AIDES and VICE CHAIRMAN MAS AMEDDA.

PALPATINE whispers something to the QUEEN.




PALPATINE : Enter the bureaucrats, the true rulers of the Republic, and on

the payroll of the Trade Federation, I might add. This is where Chancellor

Valorum's strength will dissapear.

VALORUM : The point is conceded...Section 523A take precedence here. Queen

Amidala of the Naboo, will you defer your motion to allow a commission to

explore the validity of your accusations?




QUEEN AMIDALA is angry but remains composed.




AMIDALA : (angrily) I will not defer...I have come before you to resolve

this attack on our sovereignty now. I was not elected to watch my people

suffer and die while you discuss this invasion in a committee. If this body

is not capable of action, I suggest new leadership is needed. I move for a

"vote of no confidence"...in Chancellor Valorum's leadership.

VALORUM : What?...No!




This causes a great stir in the assembly. A loud mumur cresendos into a

roar of approval and jeers. CHANCELLOR VALORUM is stunned and stands

speechless. His Vice Chair, MAS AMEDDA, takes over.




MAS AMEDDA : Order! We shall have order...




Things settledown a little. The Federation box settles next to AMIDALA.

PRINCE BAIL ORGANA moves his box into the arena.




BAIL ORGANA : Alderaan seconds the motion for a vote of no confidence in

Chancellor Valorum.

MAD AMEDDA : The motion has been seconded by Bail Organa of Alderaan.




MAS AMEDDA turns to the confused VALORUM, and whispers something to him.




BAIL ORGANA : There must be no delays. The motion is on the floor and must

be voted upon in this session.

LOTT DOD : The Trade Federation moves the motion be sent to the procedures

committee for study.




The assembly begins to chant. VALORUM talks to MAS AMEDDA.




ASSEMBLY : Vote now! Vote now! Vote now!




PALPATINE stands next to AMIDALA.




PALPATINE : You see, Your Majaesty, the tide is with us...Valorum will be

voted out, I assure you, and they will elect in a new Chancellor, a strong

Chancellor, one who will not let our tragedy continue...

MAS AMEDDA : Thew Supreme Chancellor requests a recess. Tomorrow we will

begin the vote.




The Federation delegation is furious. VALORUM turns to PALPATINE.




VALORUM : Palpatine, I thought you were my ally...my friend. You have

betrayed me! How could you do this?




EXT. PALACE OF THE JEDI - BALCONY - SUNSET




OBI-WAN and QUI-GON stand outside the palace on a balcony.




OBI-WAN : The boy will not pass the Council's tests, Master, and you know

it. He is far too old.

QUI-GON : Anakin will become A Jedi...I promise you.

OBI-WAN : Don't defy the Council, Master..not again.

QUI-GON : I will do what I must.

OBI-WAN : Master, you could be sitting on the Council by now if you would

just follow the code. They will not go along with you this time.

QUI-GON : You still have much to learn, my young apprentice.




INT. PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET




ANAKIN stands before the TWELVE JEDI. MACE WINDU holds a small hand-held

viewing screen. In rapid succession, images flash across the screen.




ANAKIN : A ship...a cup...a speeder.




MACE WINDU turns the viewing screen off and nods toward YODA.




YODA : Good, good, young one. How feel you?

ANAKIN : Cold, sir.

YODA : Afraid are you?

ANAKIN : No, sir.

MACE WINDU : Afraid to give up your life?

ANAKIN : I don't think so.




ANAKIN hesitates for a moment.




YODA : See through you, we can.

MACE WINDU : Be mindful of your feelings...

KI-ADI : YOur thoughts dwell on your mother.

ANAKIN : I miss her.

YODA : Afraid to lose her..I think.

ANAKIN : (a little angry) What's that got to do with anything?

YODA : Eveything. Fear is the path to the dark side... fear leads to

anger... anger leads to hate.. hate leads to suffering.

ANAKIN : (angrily) I am not afraid!

YODA : A Jedi must have the deepest commitment, the most serious mind. I

sense much fear in you.

ANAKIN : (quietly) I am not afraid.

YODA : Then continue, we will.




INT. PALPATINES QUARTERS - SUNSET




QUEEN AMIDALA is standing, staring out the window, with JAR JAR. The lights

of the city shimmer before them. EIRTAE and SABE stand near the door. JAR

JAR turns to face the QUEEN and sees her sadness.




JAR JAR : Mesa wonder why da guds invent pain?

AMIDALA : To motivate us, I imagine...

JAR JAR : Yousa tinken yousa people ganna die?

AMIDALA : I don't know.

JAR JAR : Gungans ganna get pasted too, eh?

AMIDALA : I hope not.

JAR JAR : Gungans do die'n without a fight.... wesa warriors. Wesa gotta

grand army. Dat why you no liken us, metinks.




PALPATINE and CAPTAIN PANAKA rush into the rom and bow before the QUEEN.




CAPT. PANAKA : Your Highness, Senator Palpatine has been nominated to

succeed Valorum as Supreme Chancellor.

PALPATINE : A surprise, to be sure, but a welcome one. I promise, Your

Majesty, if I am elected, I will bring democracy back to the Republic. I

will put an end to corruption. The Trade Fedreation will lose its influence

over the bureaucrats, and our people will be freed.

AMIDALA : Who else can be nominated?

CAPT. PANAKA : Bail Antilles of Alderaan and Ainlee Teem of Malastare.

PALPATINE : I feel confident...our "situation" will create a strong

sympaphy vote for us... I will be Chancellor, I promise you.

AMIDALA : I fear by the time you have control of the bureaucrats, Senator,

there will be nothing left of our cities, our people, our way of life...

PALPATINE : I understand your concern, Your Majesty; unfortunately, the

Federation has possession of our planet. The law is in their favor.

AMIDALA : With the Senate in transition, there is nothing more I can do

here...Senator, this is your arena. I feel I must return to mine. I have

decided to go back to Naboo. My place is with my people.

PALPATINE : Go back!! But, Your Majesty, be realistic! You would be in

danger. They will force you to sign the treaty.

AMIDALA : I will sign no treaty, Senator. My fate will be no different from

that of our people. Captain!

CAPT. PANAKA : Yes, Your Highness?

AMIDALA : Ready my ship!

CAPT. PANAKA : Please, Your Majesty, stay here...where it's safe.

AMIDALA : No place is safe, if the Senate doesn't condemn this invasion. It

is clear to me now that the Republic no longer functions as a democracy. If

you win the election, Senator, I know you will do everything possible to

stop the Federation. I pray you will bring sanity and compassion back to

the Senate.




AMIDALA and her RETINUE exit the room. PALPATINE has a self-satisfied smile

on his face.




INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT




ANAKIN, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS OF THE JEDI

COUNCIL.




YODA : ...Correct you were, Qui-Gon.

MACE WINDU : His cells contain a high concentration of midi-chlorians.

KI-ADI : The Force is strong with him.

QUI-GON : He's to be trained, then.




The COUNCIL MEMBERS look to one another.




MACE WINDU : No. He will not be trained.




ANAKIN is crestfallen; tears begin to form in his eyes.




QUI-GON : No??!!




OBI-WAN smiles.




MACE WINDU : He is too old. There is already too much anger in him.

QUI-GON : He is the chosen one...you must see it.

YODA : Clouded, this boy's future is. Masked by his youth.

QUI-GON : I will trin him, then. I take Anakin as my Padawan learner.




OBI-WAN reacts with surprise. ANAKIN watches with interest.




YODA : An apprentice, you have, Qui-Gon. Impossible, to take on a second.

MACE WINDU : We forbid it.

QUI-GON : Obi-Wan is ready...

OBI-WAN : Iam ready to face the trials.

YODA : Ready so early, are you? What know you of ready?




ANAKIN watches as QUI-GON and OBI-WAN exchange angry looks.




QUI-GON : Headstrong....and he has much to learn about the living Force,

but he is capabe. There is little more he will learn from me.

YODA : Our own council we will keep on who is ready. More to learn, he

has...

MACE WINDU : Now is not the time for this...the Senate is voting for a new

Spreme Chancellor. Queen Amidala is returning home, which will put pressure

on the Federation, and could widen the confrontation.

YODA : And draw out the Queen's attacker.

KI-ADI : Events are moving fast...too fast.

MACE WINDU : Go with the Queen to Naboo and discover the identity of the

dark warrior. That is the clue we need to unravel this mystery of the Sith.




YODA : Young Skywalker's fate will be decided later.

QUI-GON : I brought Anakin here; he must stay in my charge. He has nowhere

else to go.

MACE WINDU : He is your ward, Qui-Gon...we will not dispute that.

YODA : Train him not. Take him with you, but train him not!

MACE WINDU : Protect the Queen, but do not intercede if it comes to war

until we have the Senate's approval.

YODA : May the Force be with you.




OBI-WAN, QUI-GON, and ANAKIN leave.




EXT. CORUSCANT - SENATE LANDING PLATFORM - NIGHT




QUI-GON, OBI-WAN, and ANAKIN stand on the landing platform outside the

ship. ARTOO whistles a happy tune as he leans over the edge of the

platform, watching the traffic. Suddenly, he leans over too far and falls

overboard. After a moment, he reappears, using his on-board jets to propel

himself back onto the landing platform. The wind whips at ANAKIN as he

listens to the JEDI.




OBI-WAN : It is not disrespect, Master, it is the truth.

QUI-GON : From your point of view....

OBI-WAN : The boy is dangerous...they all sense it. Why can't you?

QUI-GON : His fate is uncertain, not dangerous. The Council will decide

Anakin's future...that should be enough for you. Now get on board!

OBI-WAN reluctantly boards the Naboo spacecraft followed by ARTOO. QUI-GON

goes over to ANAKIN.

ANAKIN : Master Qui-Gon, sir, I do not wish to be a problem.

QUI-GON : You won't be, Annie....I'm not allowed to train you, so I want

you to watch me and be mindful...always remember, your focus determines

your reality. Stay close to me and you will be safe.

ANAKIN : Master, sir...I've been wondering...what are midi-chlorians?

QUI-GON : Midi-chlorians are a microcopic lifeform that reside within all

living cells and communicates with the Force.

ANAKIN : They live inside of me?

QUI-GON : In your cells. We are symbionts with the midi-chlorians.

ANAKIN : Symbionts?

QUI-GON : Life forms living together for mutual advantage. Without the

midi-chlorians, life could not exist, and we would have no knowledge of the

Force. They continually speak to you, telling you the will of the Force.

ANAKIN : They do??

QUI-GON : When you learn to quiet your mind, you will hear them speaking to

you.

ANAKIN : I don't understand.

QUI-GON : With time and training, Annie...you will.




Two taxis pull up, and CAPTAIN PANAKA, SENATOR PALPATINE, TWENTY OR SO

TROOPS, GUARDS, and OFFICERS walk briskly toward the ship, followed by

QUEEN AMIDALA, PADME, EIRTAE, and finally, JAR JAR. AMIDALA and her

HANDMAIDENS stop before the JEDI.




QUI-GON : (Cont'd) Your Highness, it is our pleasure to continue to serve

and protect you.

AMIDALA : I welcome your help. Senator Palpatine fears the Federation means

to destroy me.

QUI-GON : I promise you, I will not let that happen.




AMIDALA enters the ship, followed by her HANDMAIDENS. JAR JAR hugs QUI-GON

and ANAKIN.




JAR JAR : Wesa goen home!




They ALL move onto the ship. The ship takes off.




INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT




NUTE and RUNE stand before a hologram of DARTH SIDIOUS.




DARTH SIDIOUS : The Queen is on her way to you. I regret she is of no

further use to us. When she gets there, destroy her.

NUTE : Yes, my Lord.

DARTH SIDIOUS : Viceroy, is the planet secure?

NUTE : Yes, my Lord, we have taken over the last pockets of primitive life

forms. We are in complete control of the planet now.

DARTH SIDIOUS : Good. I will see to it that in the Senate, things stay as

they are. I am sending Darth Maul to join you. He will deal with the Jedi.

NUTE : Yes, my Lord.




DARTH SIDIOUS fades off.




RUNE : A Sith lord here with us?!!




INT. SPACE - NABOO SPACECRAFT COCKPIT




ANAKIN stands next to the PILOT, RIC OLIE, pointing to various buttons and

gauges.




ANAKIN : ...and that one?

RIC OLIE : The forward stabalizer.

ANAKIN : And those control the pitch?

RIC OLIE : You catch on pretty quick.




INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS




SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with QUI-GON and

CAPTAIN PANAKA. OBI-WAN and JAR JAR watch.




CAPT. PANAKA : The moment we land the Federation will arrest you, and force

you to sign the treaty.

QUI-GON : I agree...I'm not sure what you hope to accomplish by this.

AMIDALA : I'm going to take back what's ours.

CAPT. PANAKA : There are only twelve of us, Your Highness....we have no

army.

QUI-GON : I cannot fight a war for you, Your Highness, only protect you.

AMIDALA : Jar Jar Binks!




JAR JAR looks around, puzzled.




JAR JAR : Mesa, Your Highness?

AMIDALA : Yes. I need your help.




INT. NABOO CRUISER COCKPIT - DAY




The Naboo Cruiser heads toward the lush green planet. There is only one

Federation battle cruiser orbiting. OBI-WAN and CAPTAIN PANAKA spot it on

the view screen.




PANAKA : The blockade's gone.

OBI-WAN : The war's over...No need for it now.

RIC OLIE : I have one battleship on my scope.

OBI-WAN : A droid control ship.

PANAKA : They've probably spotted us.

OBI-WAN ; We haven't much time.




INT. NABOO SPACECRAFT - MAIN HOLD




The QUEEN, CAPTAIN PANAKA, TROOPS, and HANDMAIDENS get ready to disembark

as the ship alnds. The elevator door slides open, and ANAKIN emerges into

the hold area. He see PADME and run up to her.




ANAKIN : Hi! Where have you been?

PADME : Annie! What are you doing here?

ANAKIN : I'm with Qui-Gon...but...they're not going to let me be a Jedi.

I'm too old.

PADME : This is going to be dangerous, Annie.

ANAKIN : Is it? I can help... Where are we going?

PADME : To war, I'm afraid. The Queen has had to make the most difficuld

decision of her life. She doesn't believe in fighting, Annie. We are a

peaceful people...

ANAKIN : I want to help...I'm glad you're back.




ANAKIN smiles. PADME smiles back.




EXT. NABOO SWAMP - DAY




The Naboo spacecraft has landed in the Gungan swamp. TROOPS unload the

ships in the background as OBI-WAN approaches QUI-GON.




OBI-WAN : Jar Jar is on his way to the Gungan city, Master.




QUI-GON's thoughts are elsewhere.




QUI-GON : Good.




OBI-WAN and QUI-GON stand silently for a moment.




OBI-WAN : Do you think the Queen's idea will work?

QUI-GON : The Gungans will not easily be swayed, and we cannot use our

power to help her.

OBI-WAN : I'm...I'm sorry for my behavior, Master. It is not my place to

disagree with you about the boy. I am grateful you think I am ready for the

trials.




QUI-GON looks at him for a long moment.




QUI-GON : You have been a good apprentice. You are much wiser than Iam,

Obi-Wan. I foresee you will become a great Jedi Knight.




EXT. NABOO SWAMP - UNDERWATER - DAY (FX)




JAR JAR swims down into Bubble City.




INT. OTOH GUNGA - CITY SQUARE




JAR JAR enters the main square of the bubble city. He stands, stunned, in

amazement and fear. He is nervous and shaking.




JAR JAR : Ello! Where das everybody?




The plaza is empty. He notices that many of the buildings are shot up as if

there had been a battle of some kind.




EXT. NABOO SWAMP LAKE - DAY




JAR JAR exits the swamp lake and walks over to QUEEN AMIDALA, CAPTAIN

PANAKA, OBI-WAN, and QUI-GON. PADME, EIRTAE, RABE, ANAKIN, and ARTOO,

FOUR

PILOTS, and EIGHT GUARDS stand in the background near the starship.




JAR JAR : Dare-sa nobody dare. All gone. Some kinda fight, I tink. Sorry,

no Gungas...no Gungas.

CAPT. PANAKA : Do you think they have been taken to camps?

OBI-WAN : More likely they were wiped out.

JAR JAR : No...mesa no tink so. Gungan hiden. When in trouble, go to sacred

place. Mackineeks no find them dare.

QUI-GON : Do you know where they are?




EXT. NABOO SWAMP - DAY




The GROUP follows JAR JAR as he moves through the swamp. JAR JAR stops and

sniffs the air. The GROUP stop behind him.




JAR JAR : Dissen it.




JAR JAR makes a strange chattering noise. Suddenly, out of nowhere, CAPTAIN

TARPALS and SIX OTHER GUNGAN TROOPS riding on KAADUS emerge from the brush.




JAR JAR : (Cont'd) Heyo-dalee, Captain Tarpals.

CAPT. TARPALS : Binks!! Noah gain!

JAR JAR : We comen to see da boss.




CAPTIAN TARPALS rolls his eyes.




CAPT. TARPALS : Ouch time, Binks... Ouch time for all-n youse.




EXT. NABOO SACRED TEMPLE RUINS - DAY




JAR JAR, QUEEN AMIDALA, ANAKIN, ARTOO, QUI-GON, OBI-WAN, PADME, RABE,

EIRTAE, and the rest of her group are led through a clearing full of GUNGAN

refugees. At the far end are the ruins of a grand temple with massive

carved heads. BOSS NASS and several other COUNCIL MEMBERS walk out on the

top of a three-quarter-submerged head.




BOSS NASS : Jar Jar, yousa payen dis time. Who's da uss-en others??




QUEEN AMIDALA steps forward. CAPTAIN PANAKA and the JEDI stand behind her.




AMIDALA : I am Queen Amidala of the Naboo...I come before you in peace.

BOSS NASS : Naboo biggen. Yousa bringen da Mackineeks... Dya busten uss-en

omm. Yousa all bombad. Yousa all die'n, mesa tink.




CAPTAIN PANAKA and HALF A DOZEN GUARDS and PILOTS look around nervously,

and the GUNGAN TROOPS lower their long power poles. The JEDI stay relaxed.

ANAKIN watches everything with great interest.




AMIDALA : We wish to form an alliance...




Suddenly, PADME steps forward.




PADME : Your Honor...




ARTOO whistles a quiet "uh oh."




BOSS NASS : Whosa dis?

PADME : I am Queen Amidala (points to Queen) This is my decoy...my

protection...my loyal bodyguard.




ANAKIN is stunned. OBI-WAN and QUI-GON give each other a knowing look.




PADME : (Cont'd) ...I am sorry for my deception, but under the

circumstances it has become necessary to protect myself. Although we do not

always agree, Your Honor, our two great societies have always lived in

peace...until now. The Trade Federation has destroyed all that we have

worked so hard to build. You are in hiding, my people are in camps. If we

do not act quickly, all will be lost forever...I ask you to help us...no, I

beg you to help us.




PADME drops to her knees and prostrates herself before BOSS NASS. There is

a gasp from CAPTAIN PANAKA, HIS TROOPS, and the HANDMAIDENS.




PADME : (Cont'd) We are your humble servants...our fate is in your hands.




Slowly, CAPTAIN PANAKA and his TROOPS bow down before the GUNGAN COUNCIL.

Then the HANDMAIDENS, ANAKIN, and finally the JEDI. The GUNGANS are puzzled

by this. BOSS NASS begins to laugh.




BOSS NASS : Yousa no tinken yousa greater den da Gungans.. Mesa like dis.

Maybe wesa bein friends.




INT. NABOO PALACE - THRONE ROOM - DAY




NUTE, RUNE, and DARTH MAUL walk with a hologram of DARTH SIDIOUS.




NUTE : ...we've sent out patrols. We've already located their starship in

the swamp....It won't be long, My Lord.

DARTH SIDIOUS : This is an unexpected move for her. It's too aggresive..

Lord Maul, be mindful.

DARTH MAUL : Yes, my Master.

DARTH SIDIOUS : Be patient... Let them make the first move.




EXT. NABOO EDGE OF SWAMP/ GRASS PLAINS - DAY




A GUNGAN SENTRY sits on top of the ancient temple heah, searching the

landscape with a pair of electrobinoculars. He sees something and yells

down to ANAKIN at the foot of the statue.




GUNGAN LOOKOUT : Daza comen!

ANAKIN : All right. They're here!




ANAKIN yells and runs over to PADME and the JEDI, who are discussing a

battle plan with FIVE GUNGAN GENERALS. SABE and EIRTAE stand nearby. BOSS

NASS puts his arm around JAR JAR.




BOSS NASS : Yousa doen grand. Jar Jar bringen da Naboo together.

JAR JAR : Oh, no, no, no...

BOSS NASS : So, wesa maken yousa Bombad General.

JAR JAR : General??! Oh, no..




JAR JAR's eyes roll back, his tongue flops out and he faints.

FOUR SPEEDERS pull up to the GROUP. CAPTAIN PANAKA and a DOZEN OR SO

GUARDS

and PILOT pile out and join the group.




PADME : What is the situation?

CAPT. PANAKA : Almost everyone's in camps. A few hundred police and guards

have formed an underground movement. I brought as many of the keaders as I

could. The Federation Army's also much larger than we thought, and much

stronger. Your Highness, this is a battle I do not think we can win.

PADME : The battle is a diversion. The Gungans must draw theDroid Army away

from the cities. We can enter the city using the secret passages on the

waterfall side. Once we get to the main entrance, Captain Pnaka will create

a diversion, so that we can enter the palace and capture the Viceroy.

Without the Viceroy, they will be lost and confused.




QUI-GON and OBI-WAN look on with interest.




PADME : (Cont'd) What do you think, Master Jedi?

QUI-GON : The Viceroy will be well guarded.

CAPT. PANAKA : The difficulty's getting into the throne room. Once we're

inside, we shouldn't have a problem.

QUI-GON : There is a possibility with this diversion many Gungans will be

killed.

BOSS NASS : Wesa ready to do are-sa part.




JAR JAR smiles a very worried and sheepish grin. ANAKIN watches with

interest, as does ARTOO.




PADME : We have a plan which should immobilize the Droid Army. We will send

what pilots we have to knock out the Droid control ship which is orbiting

the planet. If we can get past their rayshields, we can sever communication

and their droids will be helpless.

QUI-GON : A well-conceived plan. However, there's great risk. The weapons

on your fighters may not penetrate the shields on the control ship.

OBI-WAN : And there's an even bigger danger. If the Vicroy escapes, Your

Highness, he will return with another droid army.

PADME : That is why we must not fail to get to the Viceroy. Everything

depends on it.




INT. THEED - PALACE - THRONE ROOM - DAY




NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS walk through

the throne room.




DARTH SIDIOUS : ...she is more foolish than I thought.

NUTE : We are sending all available troops to meet this army of hers

assembling near the swamp. It appears to be made up of primitives. We do

not expect much resistance.

OOM-9 : I am increasing security at all Naboo detention camps.

DARTH MAUL : I feel there is more to this, My Master. The two Jedi may be

using the Queen for their own purposes.

DARTH SIDIOUS : The Jedi cannot become involved. They can only protect the

Queen. Even Qui-Gon Jinn will not break that conenant.... This will work to

our advantage...

NUTE : I have your approval to proceed then, My Lord.

DARTH SIDIOUS : Proceed. Wipe them put...all of them. INT. NABOO SWAMP LAKE

- DAY (FX)




All is peaceful. SMALL CRITTERS drink out of a large swamp lake. Suddenly

there is a disturbance in the middle of the lake. A rush of bubbles, then a

GUNGAN SOLDIER riding a KAADU emerges from the water, followed by SEVERAL

OTHERS. FROGS and OTHER LITTLE ANIMALS flee in all directions as the GUNGAN

ARMY marches through the swamp. The KAADU shake themselves off as they exit

the lake. When JAR JAR's KAADU shakes off, JAR JAR falls off.

SOLDIERS on huge, lizard-like FAMBAAS with large shield generators mounted

on their backs follow the marching WARRIORS. The GUNGAN ARMY heads out of

the swamp and onto the rolling grassy hills.

HUNDREDS OF GUNGAN WARRIORS march in lon lines toward the horizon.

Federation tanks move up to a ridge and stop. In the distance they see the

GUNGAN ARMY marching toward them. The GUNGAN GENERAL CEEL sees the tanks on

the ridge and orders a halt. The GUNGANS are spread out in a large line.

JAR JAR is nervous. GENERAL CEEL signals to the shield operators.




GENERAL CEEL : Energize the shields.




A red ray shoots out of the generator and blasts into a large dish on the

back of a second FAAMBA and spreads like an umbrella over the assembled

WARRIORS.




EXT. THEED - CENTRAL PLAZA - DAY




PADME, followed by EIRTAE, OBI-WAN, QUI-GON, ANAKIN, and ARTOO, stealthily

makes her way toward the entrance to the main hanger. They are followed by

about TWENTY NABOO GUARDS, PILOTS, and TROOPS. They stop, and PADME uses a

small red laser light to signal across the plaza to CAPTAIN PANAKA, RABE

and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back. QUI-GON leans

over to ANAKIN.




QUI-GON : Once we get inside, Annie, you find a safe placeto hide and stay

there.

ANAKIN : Sure.

QUI-GON : And stay there!




DROID TROOPS mill about the tank-filled plaza. At the far end of the plaza,

SEVERAL DROIDS begin to run and fire. NABOO SOLDIERS begin to fire back at

the BATTLE DROIDS.

As the ruckus erupts at one end of the plaza, PADME and her TROOPS rush

into the main hanger. CAPTAIN PANAKA and HIS SOLDIERS continue to engage

the DROIDS outside.




INT. THEED - CENTRAL HANGER - DAY




ALARMS ARE SOUNDING a PADME, the JEDI, ANAKIN, EIRTAE, and PADME's TROOPS

rush into the hanger. BATTLE DROIDS begin firing at them as they run for

cover. ANAKIN runs under a Naboo fighter. The JEDI deflect bolts aimed at

PADME back onto the BATTLE DROIDS, causing them to EXPLODE.




INT. THEED - PALACE THRONE ROOM - DAY




NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle on a large view

screen.




NUTE : I thought the battle was going to take place far from here...this is

too close!

RUNE : What is going on?




DARTH MAUL enters the throne room.




DARTH MAUL : I told you there was more to this...the Jedi are involved.




EXT. NABOO GRASS PLAINS - DAY (FX)




The Federation tanks begin to fire on the GUNGANS, but they are protected

by their energy shield. The tanks stop firing, and the GUNGANS CHEER, until

they see the doors to the massive transports open, and racks of BATTLE

DROIDS are pulled out and lined up by a squad of STAPS.

The BATTLE DROIDS reconfigure into their standing position. The GUNGANS get

ready for an attack. OOM-9 gives the command to move forward, and THOUSANDS

OF DROIDS march toward the GUNGANS.

The GUNGANS power up their weapons. The DROIDS slowly march through the

protective shield and start firing. The GUNGANS throw their power poles and

fling small balls of energy with slingshots. The WARRIORS dump large balls

of energy into mortars that heat up and fire the energy goo onto the BATTLE

DROIDS, causing them to short out.

The battle rages and the GUNGANS defend their shield generators against the

ARMY OF DROIDS. OOM-9 watches from a tank on a hill overlooking the battle.




INT. THEED - CENTRAL HANGER - DAY




ANAKIN hides behind one of the Naboo fighters, ducking as large bolts whiz

past and EXPLODE near him. PADME and the TWO JEDI destroy BATTLE DROIDS

right and left. The QUEEN'S TROOPS and EIRTAE also blast away at the

DROIDS. PADME signals to her pilots.




PADME : Get to your ships!




The PILOTS and ARTOO UNITS run for the Naboo fighter craft stacked in the

hanger bay. ONE OF THE PILOTS jumps into a fighter right above where ANAKIN

is hiding.




FIGHTER PILOT : Better find a new hiding place, kid. I'm taking this ship.




The ship begins to levitate out of the hanger. BATTLE DROIDS fire at it as

it falls in behind five other fighters. ARTOO whistles to ANAKIN from a

second fighter not far away. ANAKIN runs and jumps into the second fighter

to hide.




EXT. THEED - CENTRAL PLAZA - DAY (FX)




Two Naboo starfighters exit the main hanger. A tank fires at them, hitting

one of them, which causes it to pinwheel into the ground and EXPLODE.




INT. THEED - CENTRAL HANGER - DAY




CAPTAIN PANAKA, SABE and NABOO TROOPS rush into the hanger and overwlm the

few remaining BATTLE DROIDS. PADME, OBI-WAN, and QUI-GON join forces with

CAPTAIN PANAKA.




PADME : My guess is the Viceroy is in the throne room.




She looks to QUI-GON.




QUI-GON : I agree.




They start to head for the exit, on the way passing the fighter where

ANAKIN is hiding. ARTOO whistles a greeting as ANAKIN peeps out of the

cockpit.




ANAKIN : Hey! Wait for me.

QUI-GON : No, Annie, you stay there. Stay right where you are.

ANAKNI : But, I...

QUI-GON : Stay in that cockpit.




They head for the exit. As they are about to go through the door, suddenly

everyone scatters, revealing DARTH MAUL standing in the doorway. CAPTAIN

PANAKA, PADME, and HER TROOPS back away. QUI-GON and OBI-WAN step forward.




QUI-GON : (Cont'd) We'' handle this...




The TWO JEDI take off their capes and ignite their laser swords. DARTH MAUL

takes off his cape, and ignites his laser sword. Both ends of the sword

light up.

At the far end of the hanger, SIX WHEEL DROIDS roll in and transform into

their battle position. ARTOO calls ANAKIN's attention to the DROIDS. The

JEDI begin to fight the Sith Lord.




ANAKIN : Oh, no...




The DROIDS begin to advance and start firing on PADME and HER TROOPS.




ANAKIN : (Cont'd) We gotta do something, Artoo.




ARTOO whistles a reply. Suddenly, the ship's systems go on, and the ship

begins to levitate.




ANAKIN : (Cont'd) All right, thanks Artoo! Great idea! I'll take over.

Let's see...




ANAKIN steers the ship toward the DROIDS. He pushes a button, and the ship

begins to shake.




ANAKIN : (Cont'd) Where's the trigger? Oops, wrong one.. Maybe this one....




ANAKIN pushes a second button, and the lasers begin to fire, wiping out

several DESTROYER DROIDS. ARTOO whistles a cheer.




ANAKIN : (Cont'd) Yeah, all right. "Droid blaster." Yeah!




The JEDI are engaged in a fierce sword fight with DARTH MAUL. They have

moved into the center of the hanger. While the WHEEL DROIDS are momentarily

distracted by ANAKIN, CAPTAIN PANAKA, PADME, and HER TROOPS exit into a

palace hallway.

The WHEEL DROIDS start firing at ANAKIN. There are EXPLOSIONS all around

him.




ANAKIN : (Cont'd) Oops...shield up! Always on the right...shields always on

the right.




ANAKIN flips several switches, and the after-burner ignites.




ANAKIN : (Cont'd) I know we're moving. I'll shut the energy drive down.




The fighter rockets out of the hanger. ARTOO and ANAKIN hold on for dear

life.




ANAKIN : (Cont'd) Oops!! Wrong one.




ARTOO beeps.




ANAKIN : (Cont'd) I'm not doing anything!




ARTOO beeps.




ANAKIN : (Cont'd) I know...I didn't push anything.




The SITH LORD's moves are incredible. He is fighting the TWO JEDI at once,

flipping into the air, outmaneuvering them at every turn.




INT. NABOO STARFIGHTER - COCKPIT - SPACE




The Naboo fleet leaves the planet and heads toward the space station.




RIC OLIE : Bravo Flight A, take on the fighters. Flight B, make the run on

the transmitter.

BRAVO TWO : Roger, Bravo Leader.




The fleet approaches the space station. Many Federation fighters exit the

hangers and attack.




RIC OLIE : Enemy fighters straight ahead!




EXT. NABOO GRASS PALINS - DAY




JAR JAR's clumsiness works for him in the battle. He gets caught up in the

wiring of a blasted DROID, dragging the torso around with him, the DROID's

gun firing randomly, accidently blasting SEVERAL DROIDS in one process.

OOM-9 decides to send in the WHEEL DROIDS and gives the signal. HUNDREDS OF

WHEEL DROIDS roll out of the transports and head down toward the battle.

They slowly roll through the deflector shields, then transform themselves

once they get on the other side. The GUNGANS blast the WHEEL DROIDS with

energy balls. The DESTROYER DROIDS blast many GUNGANS.




INT. NABOO STARFIGHTER - COCKPIT - SPACE




A giant dogfight ensues. ANAKIN's fighter flies into space above Naboo.

ARTOO beeps a worried concern.




ANAKIN : The Autopilot is searching for what other ships?




ARTOO beeps and whistles.




ANAKIN : (Cont'd) There is no manual override, Artoo. You'll have to rewire

it or something.




ARTOO chirps that he's trying.




ANAKIN : (cont'd) Look! There they are! That's where the autopilot is

taking us.




ANAKIN's fighter flies toward the Federation Battleship.




INT. THEED - CENTRAL HANGER - DAY




The SITH LORD drives the JEDI out of the hanger and nto the power generator

area next door.




INT. THEED - POWER GENERATOR PIT - DAY




Three swords are crossed in an intense display of swordmanship. The JEDI

and the SITH LORD fight their way across the narrow bridge of the Theed

power generator. DARTH MAUL jumps onto the bridge above them. The JEDI

follow, one in front of the SITH LORD and one behind. They continue their

sword fight.




INT. THEED - PALACE - HALLWAY - DAY




PADME, CAPTAIN PANAKA, EIRTAE, SABE and THIER TROOPS are trapped in a

hallway by BATTLE DROIDS.




PADME : We don't have time for this, Captain.

CAPT. PANAKA : Let's try the outside stairway.




CAPTAIN PANAKA blasts a hole in the window, and they make their way outside

the building onto a ledge about six stories above a raging waterfall. SABE,

EIRTAE and about TWENTY NABOO SOLDIERS stay in the hallway to hold off the

BATTLE DROIDS.




EXT. THEED - PALACE - OVER WATERFALL - DAY




PADME, CAPTAIN PANAKA, and about TEN OTHER NABOO SOLDIERS are lined up

along the edge. They have pulled small attachments out of their pistols and

fire at a ledge about four stories above them. Thin cables shoot out of the

pistols and are embedded into the ledge. PADME, CAPTAIN PANAKA, and the

OTHERS begin to climb up the wall.




EXT . NABOO GRASS PLAINS DAY




The GUNGAN ARMY is no match for the DESTROYER DROIDS. JAR JAR tries to run

from the BATTLE DROIDS.




GENERAL CEEL : Retreat! Retreat!




The GUNGANS begin to turn and run, on foot, on their kaadu, and in wagons.

JAR JAR attempts to escape on a wagon of energy balls but only manages to

unhitch the back gate, causing all of the energy balls to roll out of the

wagon and down the hill. JAR JAR scrambles to avoid being hit by one of the

balls. FOUR DESTROYER DROIDS aren't so lucky. They get blasted by the

energy balls.

The GUNGANS renew their attack on the DROID ARMY. JAR JAR's bumbling

destroys several more DESTROYER DROIDS.




INT. NABOO STARFIGHTER - COCKPIT -SPACE




ANAKIN finds himself in the middle of the space battle. A ship explodes

behind him (over his left shoulder).




ANAKIN : Whoo, boy! This is tense!




He looks forward to see enemy ships approaching head on.




ANAKN : (Cont'd) : Oops! Artoo, get us off Autopilot!




ARTOO screams a reply.




ANAKIN : (Cont'd) I've got control?




ANAKIN fips switches.




ANAKIN : (Cont'd) Okay, let's go left!




He moves the controls left and the ship responds, turning left.




ANAKIN : (Cont'd) Yes...I've got control. You did it, Artoo!




ARTOO beeps




ANAKIN : (Cont'd) Go back!?! Qui-Gon told me to stay in this cockpit and

that's what I'm gonna do. Now c'mon!




An enemy fighter comes into his sights. ANAKIN pushes the controls and

instead of firing, his fighter accelerates past the enemy ship.




ANAKIN : (Cont'd) Oops! Whoa!




Now the enemy ship is on his tail. He tries evasive maneauvers.




ANAKIN : (Cont'd) I'll try spinning, that's a good trick.




ANAKIN rolls the ship as ARTOO screams desperately.




ANAKIN : (Cont'd) I know we're in trouble! Hang on! The way out of this

mess is the way we got into it.




ARTOO beeps a reply.




ANAKIN : (Cont'd) Which one? This one?




ANAKIN yanks on the reverse thrusters and the ship slows instantly- the

enemy fighter shoots past and explodes against the space station.




INT. NABOO STARFIGHTER - COCKPIT - SPACE




The SQUADRON attacks the space station.




RIC OLIE : Bravo flight...go for the central bridge.

BRAVO TWO : ROger, Bravo Leader.




The attack is fruitless.




RIC OLIE : Their deflector shield is too strong. We'll never get through

it.




Meanwhile, ANAKIN is being chased by another fighter. ARTOO shrieks.




ANAKIN : I know, Artoo! This isn't Podracing!




The enemy ship fires and hits ANAKIN's fighter, sending it into a spin.

ARTOO screams.




ANAKIN : (Cont'd) We're hit!




ANAKIN regains control as his ship enters the space station hanger.




ANAKIN : (Cont'd) Great gobs of bantha poo-doo!




ANAKIN's ship dodges parked transport ships and other obstacles. A huge

bulkhead blocks his way. ARTOO beeps.




ANAKIN : (Cont'd) I'm trying to stop! I'm trying to stop! Whoa!




ANAKIN hits the reverse thrusters and the ship skids to a stop on the

hanger deck. ARTOO givesout a worried whistle.




ANAKIN : (Cont'd) All right! All right! Get the system started!




ANAKIN ducks down to adjust a control panel.




ANAKIN : (Cont'd) Everything's overheated. All the lights are red.




ARTOO sees DROIDS appraoching, and beeps frantically.




INT. THEED - POWER GENERATOR PIT - DAY




The laser sword battle continues on the small catwalk around the vast power

pit. DARTH MAUL kicks OBI-WAN off one of the ramps and he falls several

levels. QUI-GON knocks the DARK LORD off another ramp, and he lands hard on

a ramp two levels below. QUI-GON jumps down after him. The DARK LORD backs

away along the catwalk into a small door. QUI-GON follows as OBI-WAN runs

to catch up.




INT. THEED - POWER GENERATOR ELECRIC BEAM - HALLWAY




The SITH LORD, followed by QUI-GON, enters a long hallway filled with a

series of deadly rays that go on and off in a pulsing pattern that shoots

down the corridor every minute or so. DARTH MAUL makes it down several

walls of deadly rays before they close. QUI-GON is one wall away from the

DARK LORD. OBI-WAN is just starting into it and is five walls way from

DARTH MAUL.

The JEDI must wait until the next pulse to advance down the corridor.

OBI-WAN is impatient and paces, waiting for the wall of rays to open.

QUI-GON sits and meditates. The SITH LORD tries to patch up his wounds.




INT. THEED - PALACE - HALLWAY TO THRONE ROOM




A window in the hallway blasts apart. PADME, CAPTAIN PANAKA, and HER

SOLDIERS climb into the hallway. They head for the door to the throne roo.

Suddenly, two DESTROYER DROIDS skitter in front of the door. PADME turns

around and sees TWO MORE appear at the far end of the hallway, trapping

them in the middle.

PADME throws down her pistol and turns to CAPTAIN PANAKA.




PADME : Throw down your weapons. They win this round.

CAPT. PANAKA : But we can't....

PADME : Captain, I said throw down your weapons.




CAPTAIN PANAKA and HIS MEN throw down their weapons.




EXT. NABOO GRASS PLAINS - DAY




A DESTROYER DROID blasts one of the shield generators, causing it to

EXPLODE. The protective shield begins to weaken and fall apart.OOM-9 sees

the shield weaken and orders his tanks forward. The GUNGAN GENERAL signals

a retreat as the tanks enter the battle.

The GUNGANS flee as fast as they can. JAR JAR is blown off his KAADU and

lands on one of the tank guns. A GUNGAN WARRIOR signals JAR JAR to jump

off. JAR JAR is afraid. The gun swings around trying to knock JAR JAR off.

JAR JAR hangs from the tank barrel as it moves along. Finally, he jumps

onto a KAADU behind a GUNGAN WARRIOR. EXPLOSIONS from the tank fire are

everywhere. It is chaos.




INT. THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY




The electric rays cycle as QUI-GON sits meditating. The wall of the deadly

rays turn away, and OBI-WAN starts running toward QUI-GON and the DARK

LORD. When the wall between QUI-GON and DARTH MAUL opens, QUI-GON is in a

split second fighting the DARK LORD with a ferocity not seen before. They

move into the area at the end of the corridor called the melting pit, a

small area that is mostly made up of a deep hole.

The electron ray gates begin to close. OBI-WAN tries to make it to the

melting pit but is caught one gate short. He slides to a stop just before

he hits the deadly electron field.

QUI-GON and DARTH MAUL battle around the melting pit as a frustrated

OBI-WAN watches.

DARTH MAUL cathces QUI-GON off guard. The SITH makes a quick move, bashes

his lightsaber handle into QUI-GON's chin, and runs him through. QUI-GON

slumps to the floor in a heap.




EXT. NABOO GRASS PLAINS - DAY




The GUNGANS have beeb overrun. Some flee into the hills, chased by BATTLE

DROIDS on STAPS. Many OTHERS are herded into groups by BATTLE DROIDS and

DESTROYER DROIDS.

JAR JAR and GENERAL CEEL are held in a small group with OTHER OFFICERS.




JAR JAR : Dissa bad, berry bombad.

GENERAL CEEL : Mesa hopen dissa working for da Queen.




INT. THED - PALACE THRONE ROOM - DAY




PADME, CAPTAIN PANAKA, and SIX OTHER OFFICERS are brought by TEN BATTLE

DROIDS before NUTE and RUNE and FOUR NEIMOIDIAN COUNCIL MEMBERS.




NUTE : Your little insurrection is at an end, Your Highness. Time for you

to sign the treaty...and end this pointless debate in the Senate.




SADBE dressed like the Queen appears in the doorway with SEVERAL TROOPS.

Several destroyed battle droids can be seen in the distance.




SABE : I will not be signing any treaty, Viceroy, because you've lost!




NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE yells at the

TEN GUARDS in the room.




NUTE : After her! This one is a decoy!




SIX OF THE DROIDS rush out of the throne room after SABE. NUTE turns to

PADME.




NUTE : (Cont'd) Your Queen will not get away with this.




PADME slumps down on her throne and immediately hits a security button that

opens a panel in her desk opposite CAPTAIN PANAKA.

PADME grabs two pistols, tosses one of the to CAPTAIN PANAKA and one to an

OFFICER. She takes a third pistol and BLASTS the last of the BATTLE DROIDS.

The OFFICERS rush to the door control panel as PADME hits the switch to

close the door. The OFFICER at the door jams the controls. CAPTAIN PANAKA

throws more pistols to the OTHER GUARDS. The NEIMODIANS are confused and

afraid.




PADME : Now, Viceroy, this is the end of your occupation here.

NUTE : Don't be absurd. There are too few of you. It won't be long before

hundreds of destroyer droids break in to rescue us.




INT. THEED - POWER GENERATOR - MELTING PIT




OBI-WAN screams as the pulsing electron gate opens, and the SITH LORD

attacks him. The DARK LORD is relentless in his assault on the young JEDI.

OBI-WAN and DARTH MAUL use the Force to fling objects at each other as they

fight. DARTH MAUL seems to have the upper hand as OBI-WAN grows weary.

DARTH MAUL catches OBI-WAN off guard, and the JEDI slips into a melting

pit. He is barely able to hold onto a nozzle on the side of the pit. DARTH

MAUL grin evilly at OBI-WAN as he kicks OBI-WAN's lightsaber down the

endless shaft.

The SITH LORD smiles as he goes in for the kill. At the last moment,

OBI-WAN jumps up out of the pit, calls QUI-GON's lightsaber to hi, throwing

DARTH MAUL off. The young JEDI swings with a vengeance, cutting the SITH

down. DARTH MAUL falls into the melting pit to his death.

OBI-WAN rushes over to QUI-GON, who is dying.




OBI-WAN : Master! Master!

QUI-GON : It is too late...It's...

OBI-WAN : No!

QUI-GON : Obi-Wan promise...promise me you'll train the boy...

OBI-WAN : Yes, Master...

QUI-GON : He is the chosen one...he will...bring balance...train him!




QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.




INT. NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER




ANAKIN peeks over the edge of the cockpit to see BATTLE DROIDS surrounding

the ship. He ducks back down.




ANAKIN : Uh oh. This is not good.




He looks at the dashboard to see red lights.




ANAKIN : (Cont'd) The systems are still overheated, Artoo.




The BATTLE DROID CAPTAIN walks up to the ship and sees ARTOO.




BATTLE DROID CAPTAIN : Where's your pilot?




ARTOO beeps a reply.




BATTLE DROID CAPTAIN : (Cont'd) You're the pilot?




ARTOO whistles.




BATTLE DROID CAPTAIN : (Cont'd) Let me see your identification!




ANAKIN sees the dashboard lights go from red to green.




ANAKIN : Yes...we have ignition.




He flips the switch and the engine starts.




BATTLE DROID CAPTAIN : (seeing Anakin) You! Come out of there or we'll

blast you!

ANAKIN : Not if I can help it! Shields up!




ANAKIN flips a switch and the ship levitates, knocking over the BATTLE

DROID CAPTAIN. The OTHER DROIDS shoot, but the lasers are deflected by

ANAKIN's shields. ARTOO beeeps.




ANAKIN : (Cont'd) This should stop them.




ANAKIN fires lasers as the ship begins to rotate.




ANAKIN : (Cont'd) ...and take this!




He presses a button and launches two torpedos which miss the DROIDS.




ANAKIN : (Cont'd) Darn...I missed!




The two torpedos fly down a hallway and explode inside the reactor room.




ANAKIN : (Cont'd) Let's get out of here!




ANAKIN's ship roars through the hanger deck, bouncing over the DROIDS.




ANAKIN : (Cont'd) Now, this is Podracing! Whoopee!




INT. FEDERATION BATTLESHIP - BRIDGE




TEY HOW turns to CAPTAIN DOFINE.




TEY HOW : Sir, we're losing power... There is some problem with the main

reactor...

DOFINE : Impossible!! I don't...




The bridge explodes.




INT. NABOO FIGHTER - COCKPIT - SPACE




RIC OLIE watches in amazement as the Federation battleship starts to

explode from the inside out.




BRAVO TWO : What's that?? It's blowing up from the inside.

RIC OLIE : I don't know, we didn't hit it.

BRAVO THREE : Look! One of ours! Outta the main hold!!




EXT. NABOO GRASS PLAINS - DAY




Suddenly, all of the DROIDS begin to shake upside down, run around in

circles, then stop. The GUNGANS carefully move out to inspect the FROZEN

DROIDS. JAR JAR pushes one of the BATTLE DROIDS, and it falls over.




JAR JAR : Wierdind...




EXT. THEED - CENTRAL HANGER - DAY




ANAKIN and ARTOO follow the squad of yellow Naboo starfighters into the

main hanger.




INT. THEED - CENTRAL HANGER - DAY




RIC OLIE and the OTHER PILOTS gather around as thye exit their ships.




BRAVO TWO : He flew into the hold, behind the deflector shield and blasted

the main reactor...

BRAVO THREE : Amazing... They don't teach that in the academy.




ANAKIN's ship skids to a stop behind the other Naboo starfighters. RIC

OLIE, BRAVO TWO, the OTHER PILOTS, and GROUND CREW rush to his ship.




RIC OLIE : We're all accounted for. Who flew that ship?




ANAKIN sheepishly opens the cockpit and stands up. All the PILOTS stare in

amazement.




ANAKIN : I'm not going to get into trouble, am I?




ARTOO beeps. oh. oh.




INT. MAIN HANGER - COURTYARD - DAY




The large, grand cruiser of the Supreme Chancellor lands in the courtyard

of the main hanger. CAPTAIN PANAKA and TWENTY TROOPS guard NUTE GUNRAY and

RUNE HAAKO. OBI-WAN, the QUEEN, and her HANDMAIDENS stand before the

NEIMOIDIANS.




PADME : Now, Viceroy, you are going to have to go back to the Senate and

explain all this.

CAPT. PANAKA : I think you can kiss your Trade franchise goodbye.




The main ramp of the cruiser is lowered as OBI-WAN and CAPTAIN PANAKA lead

the VICEROY and HIS ASSISTANT toward the ship. The GRAND CHANCELLOR

PALPATINE and SEVERAL REPUBLIC GUARDS descend the walkway, followed by YODA

and SEVERAL OTHER JEDI MASTERS.




The CHANCELLOR PALPATINE is greeted by the QUEEN.




AMIDALA : Congratulations on youer election, Chancellor. It is so good to

see you again.

PALPATINE : It's good to be home. Your boldness has saved our people, Your

Majesty. It is you who should be congratulated. Together we shall bring

peace and prosperity to the Republic.




OBI-WAN greets YODA and the OTHER JEDI as CAPTAIN PANAKA takes the

NEIMODIANS onto the cruiser.




INT. TURRET ROOM - NABOO PALACE - LATE DAY




The sun streams into the multi-windowed room at a low angle. It is not

quite sunset. YODA paces before OBI-WAN, who is kneeling in the center of

the room.




YODA : Confer on you, the level of Jedi Knight the Coucil does. But agree

on you taking this boy as your Padawan learner, I do not.

OBI-WAN : Qui-Gon believed in him. I believe in Qui-Gon.

YODA : The Chosen One the boy may be; nevertheless, grave danger I fear in

his training.

OBI-WAN : Master Yoda, Igave Qui-Gon my word. I will train Anakin. Without

the approval of the Council if I must.

YODA : Qui-Gon's defiance I sense in you. Need that, you do not. Agree, the

council does. Your apprentice, young Skywalker will be.




EXT. THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET




QUI-GON's body goes up in flames as the JEDI COUNCIL, the QUEEN, SIO

BIBBLE, CAPTAIN PANAKA, the HANDMAIDENS, and ABOUT ONE HUNDRED NABOO

TROOPES, TWENTY OTHER JEDI, PALPATINE, OBI-WAN (standing with ANAKIN), JAR

JAR, BOSS NASS, and TWENTY OTHER GUNGAN WARRIORS watch. There is a drum

roll that stops. Doves are released, and the body is gone. ANAKIN looks to

OBI-WAN.




OBI-WAN : He is one with the Force, Anakin...You must let go.

ANAKIN : What will happen to me now?

OBI-WAN : I am your Master now. You will become a Jedi, I promise.




To one side, MACE WINDU turns to YODA.




MACE WINDU : There is no doubt. The mysterious warrior was a Sith.

YODA : Always two there are....no more...no less. A maste and an

apprentice.

MACE WINDU : But which one was destroyed, the master or the apprentice?




They give each other a concerned look.




EXT. THEED - CENTRAL PLAZA - DAY




CHILDEREN SING and throw flowers on the passing GUNGAN SOLDIERS. The CROWDS

CHEER. It is a grand parade.

QUEEN AMIDALA stands next to the SUPREME CHANCELLOR PALPATINE, ANAKIN,

OBI-WAN, SIO BIBBLE, and the JEDI COUNCIL. ARTOO stands in front of the

QUEEN'S HANDMAIDENS and whistles at the parade. QUEEN AMIDALA and PALPATINE

smile at one another

In the parade are BOSS NASS and his GUARDS, JAR JAR and GENERAL CEEL. The

GUNGANS ride KAADU. They stop before the QUEEN and walk up the steps to

stand by her side.BOSS NASS holds up the Globe of Peace. EVERYONE CHEERS.

The parade marches on.




IRIS OUT




End titles