Первый эпизод знакомит нас с юным Анакином Скайуокером, мальчиком с особым даром, не осознающим, что путешествие, в которое он отправился, превратит его в зловещего Дарта Вейдера. Оби-Ван Кеноби, мудрый старый джедай из первых частей фильма, пока еще только молодой отважный ученик, а Палпатин, известный как ужасный Император, - амбициозный сенатор Галактической Республики. Это то самое время, когда рыцари-джедаи являются хранителями мира и спокойствия в нестабильной галактике, и юная королева сражается за спасение своего народа. А в тени таится темная сила, выжидая нужного момента для атаки.

СКАЧАТЬ

ZIP,

                                                                 STAR WARS : EPISODE 1 : THE PHANTOM MENACE

               "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 (O.S.)
                         Captain.

               The Captain turns to an unseen figure sitting behind her.

                                     CAPTAIN
                         Yes, sir?

                                     QUI-GON (O.S.)
                         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
                         With all due respect for the Trade 
                         Federation, the Ambassadors 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?

                                     PK-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!

                                     NUTE
                         Stay calm?  I'll wager the Senate 
                         isn't aware of the Supreme 
                         Chancellor's moves here. Go. Distract 
                         them until I can contact Lord Sidious.

                                     DOFINE
                         Are you brain dead? I'm not going in 
                         there with two Jedi! Send the droid.

               Dofine turns to TC-14, who lets out a squeaky sigh.

               INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

                                     OBI-WAN
                         Is it their nature to make us wait 
                         this long?

               The door to the conference room slides open, and TC-14 enters 
               with a tray of drinks and food.

                                     QUI-GON
                         No. I sense an unusual amount of 
                         fear for something as trivial as 
                         this dispute.

               Obi-Wan takes a drink.

               INT. FEDERATION BATTLESHIP - BRIDGE

               Nute, Dofine, and Rune Haako are before the hologram of Darth 
               Sidious, a robed figure whose face is obscured by a hood.

                                     DOFINE
                         This scheme of yours has failed, 
                         Lord Sidious. The blockade is 
                         finished! We dare not go against 
                         these Jedi.

                                     DARTH SIDIOUS
                         You seem more worried about the Jedi 
                         than you are of me, Dofine. I am 
                         amused.. Viceroy!

               Nute, looking very nervous, steps forward.

                                     NUTE
                         Yes, My lord.

                                     DARTH SIDIOUS
                         I don't want that stunted slime in 
                         my sight again. Do you understand?

                                     NUTE
                         Yes, My Lord.

               Nute gives Dofine a fierce look, and Dofine, terrified, rushed 
               off the bridge.

                                     DARTH SIDIOUS
                         This turns of events is unfortunate. 
                         We must accelerate our plans, Viceroy. 
                         Begin landing your troops.

                                     NUTE
                         Ahh, My Lord, is that, Legal?

                                     DARTH SIDIOUS
                         I will make it legal.

                                     NUTE
                         And, the Jedi??

                                     DARTH SIDIOUS
                         The Chancellor should never have 
                         brought them into this. Kill them, 
                         immediatly.

                                     NUTE
                         Ye..Yes, My Lord. As you wish.

               INT. REPUBLIC CRUISER - COCKPIT - DOCKING BAY

               In the Cockpit of the Cruiser, the Captain and Pilot look up 
               and see a gun turret swing around and point directly at them.

                                     PILOT
                         Captain !? Look !!

                                     CAPTAIN
                         No! Warn...

               EXT. FEDERATION BATTLESHIP - HANGER BAY

               The battle gun fires. The Republic Cruiser explodes.

               INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

               Gui-Gon and Obi-Wan leap up to a standing position with their 
               light sabers drawn. TC-14 jumps back, startled, spilling the 
               drinks tray.

                                     TC-14
                         Ahhh, Sorry, sir. The Viceroy... 

               Gui-Gon and Obi-Wan turn off their swords and listen intently. 
               A faint hissing sound can be heard.

                                     GUI-GON
                         Gas!

               Qui-Gon and Obi-Wan each taken a sudden deep breath and 
               holding it.  The exotic bird-like creatures in the cage dorp 
               dead.

               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.

                                     TC-14
                         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
                         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?

               Capt. 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
                         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
                         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
                         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
                         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
                         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
                         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
                         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... 

                                     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
                         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
                         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
                         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
                         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
                         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.

                                     BATTLE DROID 3B3

                                     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. Capt. 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, Capt. 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.

               Capt. 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

               Capt. 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, Capt. 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.

               Capt. 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, Capt. 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 Capt. 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
                         Tis opens?...Oooops! 

               Many springs and things come flying out.

               JAR JAR quickly closes it again, very embarrassed.

                                     JAR JAR
                         Yoi! Just yoken!

               EXT. SPACE BATTLE

               The Naboo Spacecraft, surrounded by explosions, head even 
               closer to the massive Federation battle ships.

               INT.NABOO SPACECRAFT - COCKPIT

                                     RIC OLIE
                         There's the blockade, hang on.

               Alarm sounds fill the Cockpit as Obi-Wan enters.

                                     RIC OLIE
                         The shield generator's been hit. Our 
                         deflector shields can't withstand 
                         this. Power down... Hopefully the 
                         repair droids can fix it.

               INT. NABOO SPACECRAFT - DROID HOLD

               The lights go on, and all the Droids are activated. Droids 
               rush to an exterior air lock, except for the red one, who 
               runs into a wall. JAR JAR holds on for dear life.

               One Little blue Astro Droid, who is especially dedicated, 
               lets out a loud screech as he passes JAR JAR, causing the 
               Gungan to jump.

               The little Droid enters an air lock and is ejected onto the 
               exterior of the ship.

                                     CAPT. PANAKA
                         Stay on course!

                                     QUI-GON
                         Do you have a cloaking device?

                                     CAPT. PANAKA
                         No, this is not a warship, we have 
                         no weapons. We're a non- violent 
                         people, that is why the Federation 
                         was brave enough to attack us.

                                     RIC OLIE
                         We won't make it. The shields are 
                         gone.

               EXT. NABOO SPACECRAFT - FEDERATION BATTLESHIP

               The Droids pop onto the exterior of the Naboo Spacecraft; 
               the ship races across the surface of the massive Federation 
               Battleship, as its guns blast two Astro Droids to pieces.

                                     OBI-WAN
                         We're losing droids fast.

                                     CAPT. PANAKA
                         If they can't get those shield 
                         generators fixed we will be sitting 
                         ducks.

                                     RIC OLIE
                         The shields are gone.

               EXT. NABOO SPACECRAFT - ENGINES

               The Federation Battleship blows away one more Atro Droid. 
               The blue Droid connects some wires, causing sparks to fly.

                                     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
                         ...Viceroy, this is my apprentice. 
                         Lord Maul. He will find your lost 
                         ship.

                                     NUTE
                         Yes, My Lord. 

               The hologram fades off.

                                     NUTE
                         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, Capt. 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. Capt. 
               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
                         Clean this droid up the best you 
                         can. It deserves our gratitude...
                              (to Panaka)
                         Continue, Captain.

               Capt. 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.

                                     CAPT. 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
                         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. NABOO SPACECRAFT - COCKPIT

               OBI-WAN, QUI-GON, and Capt. Panaka watch over RIC OLIE'S 
               shoulder. A large yellow planet appears directly ahead.  RIC 
               OLIE searches his scopes.

                                     OBI-WAN
                         That'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
                         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, Capt. 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
                         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...)

                                     ANAKIN (SUBTITLED)
                          

                                     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
                         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 (O.S.)
                         Because you're afraid.

               JAR JAR turns to see ANAKIN 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
                         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. Capt. 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.

               Capt. Panaka'S comlink sounds off.

                                     CAPT. PANAKA
                         Yes?
                              (listens)
                         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
                         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 head 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, thank 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
                         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 at her son.

                                     ANAKIN
                         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
                         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!

                                     ANAKIN
                         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
                         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. 
                         (You 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?

                                     QUI-GON
                              (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
                         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
                         Patience, 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
                         For the fastest Pod ever built?!

               WATTO shakes his head again.

                                     QUI-GON
                         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
                         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 (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.
                         (You 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
                         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.
                              (to Anakin)
                         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
                         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
                         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
                         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
                         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 Capt. 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

               Capt. 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.

               Capt. 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.

               Capt. Panaka enters, then goes into the room with QUEEN 
               AMIDALA.

               INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

               PALPATINE is pacing as Capt. 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
                         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
                         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 Capt. 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?

                                     PALPATINE
                         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.

                                     MAS 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
                         The 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 Capt. 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 train 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
                         I am 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 Capt. 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
                         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 Capt. 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 
               Capt. 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, Capt. 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 I am, 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, 
               Capt. 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
                         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. Capt. 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.

               Capt. 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
                         ...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 Capt. Panaka, HIS TROOPS, and the 
               HANDMAIDENS.

                                     PADME
                         We are your humble servants...our 
                         fate is in your hands.

               Slowly, Capt. 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. Capt. 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 the Droid 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, Capt. Panaka 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
                         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 Capt. 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. Capt. 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

               Capt. 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 Capt. 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.

                                     ANAKIN
                         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. Capt. Panaka, PADME, and HER TROOPS 
               back away. QUI-GON and OBI-WAN step forward.

                                     QUI-GON
                         We'll 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
                         We gotta do something, Artoo.

               ARTOO whistles a reply. Suddenly, the ship's systems go on, 
               and the ship begins to levitate.

                                     ANAKIN
                         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
                         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
                         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, Capt. 
               Panaka, PADME, and HER TROOPS exit into a palace hallway.

               The WHEEL DROIDS start firing at ANAKIN. There are EXPLOSIONS 
               all around him.

                                     ANAKIN
                         Oops...shield up! Always on the 
                         right...shields always on the right.

               ANAKIN flips several switches, and the after-burner ignites.

                                     ANAKIN
                         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
                         Oops!! Wrong one.

               ARTOO beeps.

                                     ANAKIN
                         I'm not doing anything!

               ARTOO beeps.

                                     ANAKIN
                         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
                         There is no manual override, Artoo. 
                         You'll have to rewire it or something.

               ARTOO chirps that he's trying.

                                     ANAKIN
                         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, Capt. 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.

               Capt. 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, Capt. 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, Capt. 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.

                                     ANAKIN
                         Oops! Artoo, get us off Autopilot!

               ARTOO screams a reply.

                                     ANAKIN
                         I've got control?

               ANAKIN fips switches.

                                     ANAKIN
                         Okay, let's go left!

               He moves the controls left and the ship responds, turning 
               left.

                                     ANAKIN
                         Yes...I've got control. You did it, 
                         Artoo!

               ARTOO beeps

                                     ANAKIN
                         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
                         Oops! Whoa!

               Now the enemy ship is on his tail. He tries evasive 
               maneauvers.

                                     ANAKIN
                         I'll try spinning, that's a good 
                         trick.

               ANAKIN rolls the ship as ARTOO screams desperately.

                                     ANAKIN
                         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
                         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
                         We're hit!

               ANAKIN regains control as his ship enters the space station 
               hanger.

                                     ANAKIN
                         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
                         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
                         All right! All right! Get the system 
                         started!

               ANAKIN ducks down to adjust a control panel.

                                     ANAKIN
                         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, Capt. 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 Capt. Panaka.

                                     PADME
                         Throw down your weapons. They win 
                         this round.

                                     CAPT. PANAKA
                         But we can't....

                                     PADME
                         Captain, I said throw down your 
                         weapons.

               Capt. 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, Capt. 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
                         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 Capt. 
               Panaka.  PADME grabs two pistols, tosses one of the to Capt. 
               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. Capt. 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
                         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
                         You're the pilot?

               ARTOO whistles.

                                     BATTLE DROID CAPTAIN
                         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
                         his should stop them.

               ANAKIN fires lasers as the ship begins to rotate.

                                     ANAKIN
                         ...and take this!

               He presses a button and launches two torpedos which miss the 
               DROIDS.

                                     ANAKIN
                         Darn...I missed!

               The two torpedos fly down a hallway and explode inside the 
               reactor room.

                                     ANAKIN
                         Let's get out of here!

               ANAKIN's ship roars through the hanger deck, bouncing over 
               the DROIDS.

                                     ANAKIN
                         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 they 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. Capt. 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 Capt. 
               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 Capt. 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, Capt. 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 master 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
                                    


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