STAR WARS: EPISODE II 
ATTACK OF THE CLONES 



By: GEORGE LUCAS 
& JONATHAN HALES 

Revised Third Draft 

Last Revision 
September 5, 2001 




FOR EDUCATIONAL PURPOSES ONLY 




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


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

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

Senator Amidala, the former Queen of Naboo, is returning to 
the Galactic Senate to vote on the critical issue of 
creating an Army of the Republic to assist the overwhelmed 
Jedi... 


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

INTERIOR: NABOO CRUISER - DAWN 

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

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

SENATOR AMIDALA: Very good, Lieutenant. 

EXTERIOR: CITYSCAPE, CORUSCANT - DAWN 

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

EXTERIOR: CORUSCANT, LANDING PLATFORM - DAWN 

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

A small GROUP OF DIGNITARIES waits to welcome the Senator. 

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

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

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

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

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

PADM�: Cord�... 

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

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

CORD� dies. PADM� hugs her. 

AMIDALA: No...! 

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

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

AMIDALA: I shouldn't have come back. 

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

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

EXTERIOR: SENATE BUILDING - DAY 

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

INTERIOR: SENATE CHAMBER - DAY 

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

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

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

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

There is a shock silence in the vast arena. 

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

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

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

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

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

SENATOR ORN FREE TAA swings forward in his pod. 

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

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

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

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

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

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

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

Many of the SENATORS boo and yell at SENATOR AMIDALA. 

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

There is sporadic yelling for and against her statements. 

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

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

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

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

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

EXTERIOR: EXECUTIVE QUARTERS BUILDING - DAY 

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

INTERIOR: CHANCELLOR'S OFFICE - DAY 

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

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

MACE WINDU: If they do break away - 

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

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

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

YODA closes his eyes. 

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

PALPATINE: What? 

MACE WINDU: What do you sense, Master? 

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

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

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

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

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

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

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

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

PADM�: But I think that Count Dooku was behind it. 

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

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

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

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

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

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

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

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

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

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

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

PALPATINE nods to MACE WINDU, who nods back. 

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

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

PADM�: This is not necessary, Chancellor. 

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

AMIDALA sighs as the JEDI get up to leave. 

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

YODA leans into her ear. 

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

The JEDI leave the office. 

EXTERIOR: APARTMENT BUILDING - TWILIGHT 

A graceful skyscraper twinkles in the evening light of 
Coruscant. 

INTERIOR: APARTMENT BUILDING ELEVATOR - TWILIGHT 

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

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

ANAKIN: Not at all. 

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

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

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

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

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

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

INTERIOR: APARTMENT BUILDING, APARTMENT CORRIDOR - TWILIGHT 

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

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

OBI-WAN smiles. 

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

JAR JAR notices OBI-WAN'S APPRENTICE. 

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

ANAKIN: Hi, Jar Jar. 

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

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

INTERIOR: SENATE BUILDING, APARTMENT - EVENING 

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

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

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

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

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

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

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

She moves in front of ANAKIN. 

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

They look at each other for a long moment. 

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

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

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

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

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

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

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

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

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

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

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

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

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

ANAKIN: Why? 

OBI-WAN: What??!! 

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

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

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

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

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

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

CAPTAIN TYPHO leaves. 

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

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

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

ANAKIN: Yes, my master. 

EXTERIOR: SKYSCRAPER LEDGE - NIGHT 

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

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

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

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

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

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

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

She turns again, and walks toward her speeder. 

EXTERIOR: JEDI TEMPLE - NIGHT 

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

INTERIOR: JEDI TEMPLE, CORRIDOR - NIGHT 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

OBI-WAN: What's going on? 

ANAKIN shrugs. 

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

OBI-WAN: What is she thinking? 

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

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

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

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

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

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

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

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

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

ANAKIN: And yours are? 

OBI-WAN: Possibly. 

EXTERIOR: SKYSCRAPER LEDGE - NIGHT 

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

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

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

OBI-WAN: You look tired. 

ANAKIN: I don't sleep well anymore. 

OBI-WAN: Because of your mother? 

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

OBI-WAN: Dreams pass in time. 

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

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

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

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

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

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

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

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

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

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

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

OBI-WAN: Palpatine's a politician. 

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

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

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

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

ANAKIN and OBI-WAN continue their conversation. 

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

ANAKIN looks stunned. He looks sharply at OBI-WAN 

OBI-WAN: I sense it, too. 

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

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

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

EXTERIOR: WINDOW LEDGE, APARTMENT BUILDING - NIGHT 

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

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - NIGHT 

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

ANAKIN: Stay here! 

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

DORM�: Are you all right, M'Lady? 

PADM� nods yes. 

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT 

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

EXTERIOR: SENATE APARTMENTS - ENTRANCE - NIGHT 

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

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT 

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

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

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

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

OBI-WAN: What took you so long? 

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

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

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

ANAKIN: I thought I already did. 

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

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

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

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

They barely miss a commuter train. 

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

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

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

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

ANAKIN: Don't worry, Master. 

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

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

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

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

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

ANAKIN: Right - this isn't working. 

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

OBI-WAN: Watch out for those banners! 

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

OBI-WAN: That was too close! 

ANAKIN: Clear that! 

OBI-WAN: What? 

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

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

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

ANAKIN: So sorry, Master. 

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

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

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

OBI-WAN: Yiiii, what are you doing? 

ANAKIN: Sorry, Master! 

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

ANAKIN: That was crazy!!! 

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

ANAKIN: Ahh, damn. 

OBI-WAN: Stop!! 

ANAKIN: No, we can make it. 

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

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

ANAKIN: I got us through that one all right. 

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

ANAKIN: I think we're still alive. 

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

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

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

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

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

ANAKIN: No we didn't... 

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

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

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

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

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

OBI-WAN: Well, you lost him. 

ANAKIN: I'm deeply sorry, Master. 

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

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

ANAKIN: ...Excuse me for a moment. 

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

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

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

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

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

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

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

EXTERIOR: ENTERTAINMENT STREET - NIGHT 

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

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

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

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

OBI-WAN: Anakin! 

ANAKIN: She went into that club, Master. 

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

ANAKIN: Sorry, Master. 

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

ANAKIN: Yes, Master. 

OBI-WAN hands ANAKIN the lightsaber. 

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

ANAKIN reaches for the lightsaber. 

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

ANAKIN: Yes, Master. 

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

ANAKIN: I know, Master. 

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

OBI-WAN: This weapon is your life. 

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

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

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

OBI-WAN releases hold of the lightsaber. 

ANAKIN: I try, Master. 

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

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

INTERIOR: NIGHTCLUB - NIGHT 

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

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

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

ANAKIN: I am trying. 

OBI-WAN: Can you see him? 

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

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

OBI-WAN goes away. 

ANAKIN: Where are you going, Master? 

OBI-WAN: For a drink. 

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

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

ELAN SLEAZEBAGGANO: You wanna buy some death-sticks? 

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

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

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

OBI-WAN moves his fingers. 

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

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

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

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

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

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

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

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

EXTERIOR: ALLEY OUTSIDE NIGHTCLUB - NIGHT 

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

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

ZAM WESSEL: The Senator from Naboo. 

OBI-WAN: Who hired you? 

ZAM glares at OBI-WAN. 

ZAM WESSEL: It was just a job. 

ANAKIN: Who hired you? Tell us! 

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

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

ANAKIN: Tell us... tell us now! 

ZAM glares hatefully. 

ZAM: It was a Bounty Hunter called... 

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

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

OBI-WAN: Toxic dart... 

EXTERIOR: JEDI TEMPLE - DAY 

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

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - DAY 

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

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

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

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

YODA: Handle that, your Padawan will. 

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

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

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

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

The two Jedi exit the Council Chamber. 

INTERIOR: SENATE BUILDING, PALPATINE'S OFFICE - DAY 

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

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

ANAKIN: Thank you, your Excellency. 

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

ANAKIN: Your guidance more that my patience. 

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

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

ANAKIN: Thank you, your Excellency. 

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

INTERIOR: JEDI TEMPLE, ATRIUM - DAY 

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

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

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

MACE WINDU: The boy has exceptional skills. 

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

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

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

OBI-WAN: If he follows the right path. 

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - DAY 

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

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

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

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

JAR JAR: Of course, M'Lady. 

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

PADM�: I do not like this idea of hiding. 

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

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

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

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

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

PADM�: Annie! No! 

ANAKIN: Please don't call me that. 

PADM�: What? 

ANAKIN: Annie... 

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

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

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

PADM� smiles at ANAKIN. He becomes a little shy. 

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

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

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

PADM�: That must be frustrating. 

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

PADM� cannot suppress a laugh. She shakes her head. 

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

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

PADM� just smiles at him. DORM� laughs in the background. 

PADM�: I didn't say it to hurt you. 

ANAKIN: I know... 

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

PADM�: Anakin... 

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

PADM�: Don't try to grow up too fast. 

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

ANAKIN looks deep into PADM�'S eyes. 

PADM�: Please don't look at me like that. 

ANAKIN: Why not? 

PADM�: Because I can see what you're thinking. 

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

DORM� is watching with concern. 

PADM�: It makes me feel uncomfortable. 

ANAKIN: Sorry, M'Lady. 

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

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

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

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

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

CAPTAIN TYPHO: Be safe, M'Lady. 

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

DORM�: He'll be safe with me. 

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

PADM�: You'll be fine. 

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

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

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

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

ANAKIN: Yes, Master. 

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

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

ANAKIN: Time to go. 

PADM�: I know. 

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

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

ANAKIN: May the Force be with you, Master. 

They head off toward the giant Starfreighter. 

PADM�: Suddenly, I'm afraid... 

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

They laugh. 

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

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

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

EXTERIOR: FREIGHTER DOCKS - CORUSCANT - DAY 

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

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - LATE DAY 

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

INTERIOR: JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY 

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

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

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

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

SP-4: One moment, please. 

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

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

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

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

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

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

EXTERIOR: CORUSCANT, DOWNTOWN, BACK STREET - MORNING 

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

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

INTERIOR: CORUSCANT, DEX'S DINER - MORNING 

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

WAITRESS DROID: Can I help ya? 

OBI-WAN: I'm looking for Dexter. 

The WAITRESS DROID approaches OBI-WAN. 

WAITRESS DROID: Waddya want him for? 

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

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

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

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

DEXTER JETTSTER: Obi-Wan! 

OBI-WAN: Hey, Dex. 

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

OBI-WAN sits in a booth. 

WAITRESS DROID: You want a cup of ardees? 

OBI-WAN: Oh yes, thank you. 

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

DEXTER JETTSTER: Hey, ol' buddy! 

OBI-WAN: Hey, Dex. 

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

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

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

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

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

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

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

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

DEXTER grins. He puts the dart down between them. 

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

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

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

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

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

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

OBI-WAN: Cloners? Are they friendly? 

DEXTER JETTSTER: It depends. 

OBI-WAN: On what, Dex? 

Dexter grins. 

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

EXTERIOR: JEDI TEMPLE - DAY 

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

INTERIOR: JEDI TEMPLE, ARCHIVE LIBRARY - DAY 

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

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

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

JOCASTA NU: Did you call for assistance? 

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

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

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

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

OBI-WAN: What happened? 

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

OBI-WAN: (surprised) Really? 

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

JOCASTA NU gazes at the bust. 

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

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

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

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

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

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

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

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

JOCASTA NU taps the keyboard and frowns. 

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

OBI-WAN: All three, actually. 

JOCASTA NU: Are you sure it exists? 

OBI-WAN: Absolutely. 

JOCASTA NU: Let me do a gravitational scan. 

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

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

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

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

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

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

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

EXTERIOR: SPACE, STARSHIP FREIGHTER 

The massive, slow-moving Freighter moves through space. 

INTERIOR: STARFREIGHTER, STEERAGE HOLD - DAY 

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

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

SERVER: Hey! No Droids! 

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

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

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

ANAKIN: What? 

PADM�: You seemed to be having a nightmare. 

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

PADM�: Are you hungry? 

ANAKIN: Yeah. 

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

ANAKIN: Thanks. 

PADM�: We went to lightspeed a while ago. 

ANAKIN looks into PADM�'S eyes. 

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

PADM� is a little unnerved by his intense stare. 

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

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

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

ANAKIN: Or be with the people I love. 

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

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

PADM�: You have changed so much. 

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

PADM�: It hasn't... 

There is an awkward moment. 

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

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

PADM� gives ANAKIN a sympathetic look. 

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - DAY 

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

INTERIOR: JEDI TEMPLE, TRAINING VERANDA - DAY 

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

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

The CHILDREN turn off their lightsabers. 

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

CHILDREN: Welcome, Master Obi-Wan! 

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

YODA: What help to you, can I be? 

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

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

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

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

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

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

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

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

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

OBI-WAN stares; YODA chuckles. 

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

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

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

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

EXTERIOR: NABOO SPACEPORT - DAY 

The Starfreighter lands in the giant port city of Theed. 

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

EXTERIOR: NABOO PALACE, GRAND COURTYARD - AFTERNOON 

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

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

PADM�: (laughing) I doubt that. 

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

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

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

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

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

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

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

PADM�: I think so too. 

ANAKIN and PADM� walk toward the palace. ARTOO continues to 
follow. 

INTERIOR: NABOO PALACE, THRONE ROOM - AFTERNOON 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PADM�: Let's pray that day never comes. 

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

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

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

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

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

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

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

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

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

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

QUEEN JAMILLIA: Perfect. It's settled then. 

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

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

PADM�: Thank you, your Highness. 

PADM� looks worried. They ALL exit down the main staircase. 

EXTERIOR: THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON 

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

PADM�: There's my house! 

PADM� starts forward; ANAKIN hangs back. 

PADM�: What? Don't say you're shy! 

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

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

PADM�: Ryoo!! Pooja!! 

PADM� scoops up RYOO and POOJA and hugs them. 

PADM�: Go wake up Artoo. 

RYOO & POOJA: Artoo!!! 

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

INTERIOR: PADM�'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON 

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

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

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

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

PADM�: We walked. Anakin, this is my sister, Sola. 

SOLA: Hello, Anakin. 

ANAKIN: Hello. 

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

PADM�: ...and this is my mother. 

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

ANAKIN: A little. 

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

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

EVERYONE sits and starts passing food. 

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

PADM� gives JOBAL a dirty look. RUWEE smiles as he watches. 

RUWEE: Dear... 

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

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

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

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

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

They nod. 

PADM�: He grew up. 

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

PADM�: Mom, I'm not in any danger. 

RUWEE: (to Anakin) Is she? 

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

PADM�: (quickly) But not much. 

EXTERIOR: PADM�'S PARENTS' GARDEN - AFTERNOON 

ANAKIN and RUWEE are walking. 

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

ANAKIN: Padm� tells me you teach at the university? 

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

INTERIOR: PADM�'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON 

PADM�, SOLA and JOBAL are clearing the table. 

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

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

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

PADM�: Sola - stop it! 

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

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

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

PADM�: Cut it out. 

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

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

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

EXTERIOR: PADM�'S PARENTS' GARDEN - AFTERNOON 

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

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

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

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

ANAKIN: I don't either. 

INTERIOR: PADM�'S PARENTS' HOUSE, PADM�'S ROOM - AFTERNOON 

PADM� throws some things into a bag. 

PADM�: Don't worry, this won't take long. 

ANAKIN: I just want to get there before dark. 

PADM� goes on packing. ANAKIN looks around the room. 

ANAKIN: You still live at home. 

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

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

ANAKIN picks up a framed hologram. 

ANAKIN: Is this you? 

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

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

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

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

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

EXTERIOR: SPACE 

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

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

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

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

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

INTERIOR: TIPOCA CITY, CORRIDOR ENTRANCE - DAY 

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

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

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

TAUN WE: The Prime Minister expects you. 

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

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

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

INTERIOR: TIPOCA CITY, PRIME MINISTER OFFICE - DAY 

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

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

OBI-WAN: Obi-Wan Kenobi. 

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

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

OBI-WAN: You make me feel most welcome. 

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

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

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

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

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

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

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

OBI-WAN: The army? 

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

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

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

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

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

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

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

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

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

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

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

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

PADM� becomes aware that ANAKIN is looking at her. 

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

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

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

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

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

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

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

They look into each other's eyes. 

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

ANAKIN: I think it's true... 

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

PADM�: No, I shouldn't have done that. 

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

He looks at her. 

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

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

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

OBI-WAN nods slowly. 

INTERIOR: TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY 

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

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

OBI-WAN: You mentioned growth acceleration... 

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

INTERIOR: TIPOCA CITY, CLONE CENTER, COMMISSARY - DAY 

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

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

OBI-WAN: Who was the original host? 

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

OBI-WAN: Where is this bounty hunter now? 

LAMA SU: Oh, we keep him here. 

INTERIOR: TIPOCA CITY, CLONE CENTER, BARRACKS - DAY 

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

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

OBI-WAN: Unaltered? 

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

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

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

TAUN WE bows, and leaves. 

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTERNOON 

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

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

PADM�: I don't know... 

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

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

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

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

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

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

ANAKIN: Maybe he was the smart one. 

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

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

PADM�: How would you have it work? 

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

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

ANAKIN: Then they should be made to. 

PADM�: By whom? Who's going to make them? 

ANAKIN: I don't know. Someone. 

PADM�: You? 

ANAKIN: Of course not me. 

PADM�: But someone. 

ANAKIN: Someone wise. 

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

A mischievous little grin creeps across his face. 

ANAKIN: Well, if it works... 

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

PADM�: You're making fun of me! 

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

PADM�: You're so bad! 

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

ANAKIN: You're always so serious. 

PADM�: I'm so serious?! 

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

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

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTEROON 

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

PADM�: Annie, Annie! Are you all right? 

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

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

EXTERIOR: TIPOCA CITY (RAINSTORM) - DAY 

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

INTERIOR: TIPOCA CITY, CORRIDOR - DAY 

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

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

TAUN WE: Boba, is your father here? 

There is a brief pause. 

BOBA FETT: Yep. 

TAUN WE: May we see him? 

BOBA FETT: Sure. 

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

INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY 

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

BOBA FETT: Dad! Taun We's here! 

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

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

JANGO FETT: Fairly. 

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

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

JANGO FETT: That right? 

JANGO FETT'S eyes fix OBI-WAN coldly. 

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

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

OBI-WAN: Aren't we all? 

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

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

JANGO FETT: Once or twice. 

OBI-WAN: Recently? 

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

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

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

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

JANGO FETT: Master who? 

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

JANGO FETT: Never heard of him. 

OBI-WAN: Really. 

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

OBI-WAN: No? I thought... 

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

OBI-WAN: Curious... 

JANGO FETT: Do you like your army? 

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

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

OBI-WAN: Thanks for your time, Jango. 

JANGO FETT: Always a pleasure to meet a Jedi. 

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

BOBA FETT: What is it, Dad? 

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

EXTERIOR: NABOO LAKE RETREAT, LOUNGE - LATE AFTERNOON 

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

INTERIOR: NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON 

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

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

PADM�: "Aggressive negotiations," what's that? 

ANAKIN: Uh, well, negotiations with a lightsaber. 

PADM�: (laughing) Oh. 

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

PADM�: You did that? 

ANAKIN looks up - wide-eyed innocence. 

ANAKIN: What? 

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

PADM�: That! Now stop it! 

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

PADM�: Anakin!! 

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

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

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

INTERIOR: NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE - 
TWILIGHT 

A fire blazes in the open hearth. PADM� and ANAKIN are 
sitting in front of it, gazing into the flames. She looks 
up as ANAKIN leans in to kiss her. 

PADM�: Anakin, no. 

ANAKIN: From the moment I met you, all those years ago, a 
day hasn't gone by when I haven't thought of you. And now 
that I'm with you again, I'm in agony. The closer I get to 
you, the worse it gets. The thought of not being with you 
makes my stomach turn over - my mouth goes dry. I feel 
dizzy. I can't breathe. I'm haunted by the kiss you should 
never have given me. My heart is beating, hoping that kiss 
will not become a scar. You are in my very soul, tormenting 
me. What can I do? I will do anything you ask... 

Silence. The logs flame in the hearth. PADM� meets his eye, 
then looks away. 

ANAKIN: If you are suffering as much as I am, tell me. 

PADM�: ...I can't. We can't. It's just not possible. 

ANAKIN: Anything's possible. Padm�, please listen... 

PADM�: You listen. We live in a real world. Come back to 
it. You're studying to become a Jedi Knight. I'm a Senator. 
If you follow your thoughts through to conclusion, they 
will take us to a place we cannot go... regardless of the 
way we feel about each other. 

ANAKIN: Then you do feel something! 

PADM�: Jedi aren't allowed to marry. You'd be expelled from 
the Order. I will not let you give up your future for me. 

ANAKIN: You're asking me to be rational. That is something 
I know I cannot do. Believe me, I wish I could wish my 
feelings away... but I can't. 

PADM�: I am not going to give in to this. I have more 
important things to do than fall in love. 

There is silence as they stare at the fire. ANAKIN is 
thinking. 

ANAKIN: It wouldn't have to be that way... we could keep it 
a secret. 

PADM�: Then we'd be living a lie - one we couldn't keep up 
even if we wanted to. Mt sister saw it. So did my mother. I 
couldn't do that. Could you, Anakin? Could you live like 
that? 

Silence for a moment. 

ANAKIN: No. You're right. It would destroy us. 

INTERIOR: TIPOCA CITY, CORRIDOR - DAY 

OBI-WAN stands with TAUN WE just inside the open door. 

LAMA SU: Tell your Council the first battalions are ready. 
And remind them that if they need more troops, we will need 
time to grow them. 

OBI-WAN: I won't forget. And thank you. 

TAUN WE: Thank you. 

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

OBI-WAN comes out from the tower into the driving ran. The 
door closes behind him. He pulls his robe around him and 
stands braced against the gale. OBI-WAN glances back toward 
the closed door, confirming that LAMA SU has left. 

Below, a huge wave crashes against the stilts. Spray flies 
high and whips across the platform to where OBI-WAN is 
standing. He walks over to his Starfighter, looks to see if 
anyone is watching, then addresses ARFOUR. 

OBI-WAN: Arfour. 

EXTERIOR: TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER 
(RAINSTORM) - LATE DAY 

The R4-P17, OBI-WAN'S Astro-Droid, who is still sitting on 
top of OBI-WAN'S Starfighter, switches on and BEEPS. 

OBI-WAN: Arfour, relay this, "scramble code five," to 
Courscant: care of "the old folks home." 

ARFOUR BEEPS and WHISTLES. The panels light up inside the 
cockpit. A transmitter disc emerges from the top of the 
Starfighter and the message is transmitted. 

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON 

YODA sits with MACE WINDU. between the two Jedi, a hologram 
of OBI-WAN speaks. 

OBI-WAN: (V.O.) I have successfully made contact with the 
Prime Minister of Kamino. They are using a bounty hunter 
named Jango Fett to create a clone army. I have a strong 
feeling that this bounty hunter is the assassin we're 
looking for. 

MACE WINDU: Do you think these cloners are involved in the 
plot to assassinate Senator Amidala? 

OBI-WAN: (V.O.) No, Master. There appears to be no motive. 

YODA: Do not assume anything, Obi-Wan. Clear, your mind 
must be if you are to discover the real villains behind the 
plot. 

OBI-WAN: (V.O.) Yes, Master. They say a Master Sifo-Dyas 
placed the order for a clone army at the request of the 
Senate almost ten years ago. I was under the impression he 
was killed before that. Did the Council ever authorize the 
creation of a clone army? 

MACE WINDU: No. Whoever placed that order did not have the 
authorization of the Jedi Council. 

YODA: Into custody, take this Jango Fett. Bring him here. 
Question him, we will. 

OBI-WAN: (V.O.) Yes, Master. I will report back when I have 
him. 

The hologram of OBI-WAN fades. 

YODA: Blind we are, if creation of this clone army we could 
not see. 

MACE WINDU: I think it is time to inform the Senate that 
our ability to use the Force has diminished. 

YODA: Only the Dark Lords of the Sith know of our weakness. 
If informed the Senate is, multiply our adversaries will. 

INTERIOR: NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT 

ANAKIN moves restlessly in his sleep. He mutters to 
himself. Sweat forms on his forehead. He turns violently. 
He cries out. 

ANAKIN: No... No... No... Mom!... Don't, no, don't! 

EXTERIOR: NABOO LAKE RETREAT, LODGE, BALCONY OVERLOOKING 
GARDENS - MORNING 

ANAKIN is on the balcony overlooking the gardens. After a 
moment, PAMD� comes onto the balcony behind him. She sees 
he is meditating and turns to go. 

ANAKIN: (eyes closed) Don't go. 

PAMD�: I don't want to disturb you. 

ANAKIN: Your presence is soothing. 

Brief pause. 

PADM�: You had a nightmare again last night. 

ANAKIN: Jedi don't have nightmares. 

PADM�: I heard you. 

ANAKIN opens his eyes and looks at her. 

ANAKIN: I saw my mother. I saw her as clearly as I see you 
now. She is suffering, Padm�. They're killing her! She is 
in pain... I know I'm disobeying my mandate to protect you, 
Senator. I know I will be punished and possibly thrown out 
of the Jedi Order, but I have to go. I have to help her! 
I'm sorry, Padm�. I don't have a choice. 

PADM�: I'll go with you. That way you can continue to 
protect me, and you won't be disobeying your mandate. 

ANAKIN: What about Master Obi-wan? 

PADM� smiles and takes his hand. 

PADM�: I guess we won't tell him, will we? 

INTERIOR: TIPOCA CITY, CORRIDOR - DAY 

OBI-WAN enters cautiously from outside. Ahead, the corridor 
is deserted. He moves down it. 

INTERIOR: TIPOCA CITY, CORRIDOR OUTSIDE FETT APARTMENT - 
DAY 

OBI-WAN arrives at the door to JANGO FETT'S apartment. He 
reaches up and runs his fingers along the door, locating 
the locks. The door slides open. 

INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY 

OBI-WAN walks in to find the room in complete disorder. The 
bedroom door is wide open - clear signs of hurried 
departure. All of the FETTS' personal belongings are gone. 

OBI-WAN goes to an ultra-thin computer screen. He punches 
up AN ONSCREEN PICTURE of JANGO FETT and BOBA FETT 
unhitching the lines securing their ship on the landing 
platform. JANGO FETT is wearing his armor and rocket pack. 

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

JANGO FETT'S ship, SLAVE I, rests on the landing platform. 
JANGO and BOBA FETT are preparing to board. OBI-WAN rushes 
through the tower door and runs toward the ship. 

BOBA FETT: Dad!! Look! 

JANGO FETT turns to see OBI-WAN charging out of the tower 
toward him. As he runs, OBI-WAN draws his lightsaber from 
his belt. It flashes on. 

JANGO FETT draws his gun and fires at the charging JEDI. 
OBI-WAN deflects the blast and swings at JANGO FETT. 

JANGO FETT: Boba, get on board. 

The bounty hunter rockets up and over OBI-WAN, landing on 
the top of a nearby tower. JANGO FETT fires down at OBI 
WAN. The JEDI deflects the shots back, but JANGO FETT 
evades them. Then he fires an explosive sending OBI-WAN 
diving out of the way. 

IN THE COCKPIT of JANGO FETT'S ship, BOBA FETT grabs the 
controls of a laser gun and swings it to aim at OBI-WAN, 
and fires. 

The explosion of the ship's laser blasts throws OBI-WAN to 
the ground. His lightsaber skids across the wet surface of 
the landing platform. JANGO FETT drops from the tower 
landing in front of OBI-WAN. OBI-WAN rises and charges 
toward JANGO. 

IN THE COCKPIT, BOBA FETT watches as: 

OUTSIDE, OBI-WAN and JANGO FETT grapple and fight, 
punching, kicking, grabbing hold, and throwing each other 
around. OBI-WAN grabs JANGO FETT tightly, and JANGO FETT 
rockets up into the air and kicks OBI-WAN loose. OBI-WAN 
crashes to the deck and slides toward the edge. He grapples 
desperately for a handhold on the slick surface. OBI-WAN 
reaches out for his lightsaber, using the Force to bring it 
to him, but JANGO fires a thin wire from his wristpack. It 
wraps around OBI-WAN'S wrists before he can retrieve the 
lightsaber. 

JANGO rockets into the air, dragging OBI-WAN behind him 
along the platform surface. As OBI-WAN slides toward some 
columns he manages to maneuver himself into a roll avoiding 
a collision by leveraging the wire against the structure 
and pulling himself to his feet. OBI-WAN pulls with all his 
weight against the momentum of the wire, causing JANGO to 
drop and crash into the ground. JANGO'S rocketpack breaks 
free from his back and explodes. 

Still connected by the wire, OBI-WAN charges at JANGO 
kicking him over the platform edge. JANGO slides pulling 
OBI-WAN with him. Locked together, OBI-WAN and JANGO FETT 
plummet down toward the raging ocean. At the last moment, 
JANGO FETT sees the edge and digs his forearm claws into 
the surface. OBI-WAN slides past him as JANGO finally 
ejects the wire free from his wrist. OBI-WAN cannot stop 
the speed of his slide and shoots off the edge, falling... 

OBI-WAN uses the Force and causes the wire to wrap around a 
pole, stopping his descent. He swings and drops onto a 
SMALL SERVICE PLATFORM just above the waves. He hauls 
himself to his feet. When JANGO looks down, the Jedi has 
disappeared. JANGO uses his forearm claws to climb back to 
the landing platform and runs toward his ship. 

IN THE COCKPIT, BOBA FETT settles into the pilot's seat. He 
punches buttons. The engines ROAR. 

OBI-WAN comes running out onto the landing platform and 
spots his lightsaber laying on the ground. This time, he 
retrieves it successfully and turns it on just as JANGO'S 
ship engines roar. Realizing the ship is about to take off, 
OBI-WAN takes a small tracking device from his belt and 
throws in onto the hull of the ship. 

JANGO FETT'S ship lifts off from the platform and heads up 
into the lowering sky. It disappears. Lightning flashes. 
Rain lashes the tower and streams across the surface of the 
platform where OBI-WAN stands, watching. 

EXTERIOR: SPACE 

The Naboo Starship heads toward the desert planet of 
Tatooine. 

EXTERIOR: TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY 

The Naboo Starship lands in a large parking lot of 
Spaceships on the outskirts of Mos Espa. ANAKIN and PADM� 
ride a rickshaw through the streets. ANAKIN stares at 
sights he hasn't seen for years. Finally, they come to 
Watto's shop, and the rickshaw stops. 

ANAKIN: (to the droid driver) Wait, please. 

ANAKIN and PADM� get down. Sitting on a stool in front of 
the shop is WATTO. He is using a small electronic 
screwdriver on a fiddly DROID. THREE PIT DROIDS are 
chattering away and are trying to help him, but they seem 
only to make him madder. 

WATTO: (yelling, in Huttese) No, not that one - that one! 
[No chuba da wanga, da wanga.] 

ANAKIN: (arriving) Excuse me, Watto. [Chut, chut, Watto.] 

WATTO: (in Huttese) What? [Ke Booda?] 

ANAKIN: (in Huttese) I said excuse me. [Di nova, 'Chut, 
chut.'] 

WATTO turns to the chattering PIT DROIDS. 

WATTO: (in Huttese) Shut down. [Go ana bopa!] 

The PIT DROIDS snap into their storage position. 

ANAKIN: Let me help you with that. [Ding mi chasa hopa.] 

ANAKIN takes the fiddly piece of equipment and starts to 
play with it. WATTO blinks in surprise. 

WATTO: (continuing, in Huttese) What? I don't know you... 
What can I do for you? You look like a Jedi. Whatever it 
is... I didn't do it. [Ke booda? Yo baan pee hota. No wega 
mi condorta. Kin chasa du Jedi. No bata tu tu.] 

WATTO drops the screwdriver and curses loudly in Huttese 

ANAKIN: I'm looking for Shmi Skywalker. [Mi boska di Shmi 
Skywalker.] 

WATTO looks at him suspiciously. He stares at PADM�, then 
back to ANAKIN. 

WATTO: Annie?? Little Annie?? Naaah!! 

Suddenly, the fiddly piece of equipment in Anakin's hands 
WHIRS into life. WATTO blinks at it. 

WATTO: (continuing; in English) You are Annie! It is you! 
Ya sure sprouted! Weehoo! A Jedi! Waddya know? Hey, maybe 
you couldda help wit some deadbeats who owe me a lot of 
money... 

ANAKIN: My mother... 

WATTO: Oh, yeah. Shmi... she's not mine no more. I sold 
her. 

ANAKIN: Sold her... 

WATTO: Years ago. Sorry, Annie, but you know, business is 
business. Sold her to a moisture farmer named Lars. Least I 
think it was Lars. Believe it or not, I heard he freed her 
and married her. Can ya beat that? 

ANAKIN: Do you know where they are? 

WATTO: Long way from here... someplace over on the other 
side of Mos Eisley, I think... 

ANAKIN: I'd like to know. 

ANAKIN'S grim look means business; WATTO gets the hint 
quickly. 

WATTO: Yeah... sure... absolutely. Let's go look in my 
records. 

ANAKIN and WATTO go into the shop. 

EXTERIOR: SPACE, GEONOSIS 

The red planet of Geonosis is circled by a large asteroid 
field that forms rings. JANGO FETT'S ship appears, heading 
toward it. OBI-WAN'S Starfighter, attached to the 
hyperspace transport ring, appears in space. The 
Starfighter disengages from the ring and follows JANGO 
FETT'S ship. 

INTERIOR: COCKPIT, FETT SHIP, SPACE, GEONOSIS 
JANGO FETT grins at BOBA FETT. 

JANGO FETT: Nearly there, son. 

INSIDE THE COCKPIT, a small blip shows up on the ship's 
scan screen. 

BOBA FETT: Dad! I think we're being tracked... Look at the 
scan screen! Isn't that a cloaking shadow? 

BOBA FETT checks the scan screen and reveals a small 
tracking device on the outer hull. 

JANGO FETT: He must have put a homing device on our hull 
during the fight... We'll fix it! Hang on, son! We'll move 
into the asteroid field. He won't be able to follow us 
there. If he does, we'll leave him a couple of surprises. 

He pushes some buttons and the spot where the device was 
disappears. JANGO FETT guides his ship into the asteroid 
field. OBI-WAN stops his ship. 

OBI-WAN: That's interesting, Arfour. They seem to have 
discovered the tracker. Shut down... Shape scan their last 
coordinates. 

JANGO FETT pilots his ship through the asteroids. 

BOBA FETT: He's gone. 

JANGO FETT: He must have gone on toward the surface. 

BOBA sees OBI-WAN on the screen. 

BOBA FETT: Look, Dad! He's back! 

JANGO FETT: Hang on! 

He releases a charge which drifts toward OBI-WAN. As the 
charge approaches OBI-WAN'S Starfighter, ARFOUR beeps. 

OBI-WAN: Whoa! Sonic charges... Stand by. 

JANGO'S goes into a power-climb to avoid an asteroid. 

BOBA FETT: Dad! Watch out! 

JANGO FETT: Stay calm, son. We'll be fine. That Jedi won't 
be able to follow us through this. 

OBI-WAN'S ship dives into the asteroid belt after them. 

BOBA FETT: There he is! 

JANGO FETT: He doesn't seem to be able to take a hint. 

JANGO flies down a narrow tunnel in one of the larger 
asteroids. 

BOBA FETT: Watch out! 

OBI-WAN passes over the asteroid and JANGO emerges, chasing 
after him. 

BOBA FETT: Get him, Dad! Get him! Fire! 

JANGO FETT fires lasers at the Jedi Starfighter. 

EXTERIOR: SPACE, GEONOSIS 

The ships flip, roll, and turn at incredible speed, 
dodging, weaving and firing. They tumble from near misses. 

OBI-WAN: Oh, blast! This is why I hate flying. 

Bits fly off OBI-WAN'S fighter as one of JANGO'S missiles 
gets through. 

In JANGO FETT'S COCKPIT, JANGO continues to bombard the 
Jedi Starfighter with laser fire. One bold strikes OBI 
WAN'S ship causing a small explosion. 

BOBA FETT: You got him! 

JANGO FETT: We'll just have to finish him. 

JANGO FETT pushes buttons to open an outer hull door and 
releases a guided aerial torpedo. The torpedo closely 
follows OBI-WAN'S Starfighter. 

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit as 
he throws the ship from side to side, avoiding great rocks 
and the torpedo. Then a huge asteroid tumbles across his 
path. There seems no way he can avoid it. 

OBI-WAN: Arfour, prepare to jettison the spare parts 
canisters. Release them now! 

IN JANGO'S COCKPIT, they see a huge explosion as OBI-WAN'S 
ship appears to smash into the asteroid. 

BOBA FETT: Got him! Yeahhhhh! 

JANGO FETT: We won't see him again. 

BOBA FETT laughs. JANGO FETT'S ship emerges from the 
asteroid belt and heads down toward the planet of Geonosis. 

EXTERIOR: SPACE, GEONOSIS RINGS 

A huge chunk of rock tumbles slowly through the asteroid 
belt. CAMERA CLOSES, to discover OBI-WAN'S Starship hidden 
in a blasted-out area on the pitted back side of the great 
rock. 

INTERIOR: COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS 
OBI-WAN'S ship is sitting on an asteroid. 

OBI-WAN: Well, Arfour, I think we've waited long enough... 
Follow his last known trajectory. 

OBI-WAN'S fighter moves out from the back side of the 
asteroid and heads away from the asteroid field, descending 
toward Geonosis. OBI-WAN looks out toward Geonosis and sees 
in the distance a large fleet of Trade Federation ships 
hidden among the asteroids. 

OBI-WAN: There's an unusual concentration of Federation 
ships over there, Arfour. We'd better stay clear. 

EXTERIOR: GEONOSIS, LANDING AREA - NIGHT 

OBI-WAN'S ship skims across the top of a small mesa along 
the edge of a rocky ridge. He maneuvers under a rock 
overhang and lands. He gets out of the Fighter and walks 
onto the mesa. The wind whips at him. He looks around. 

Geonosis is a red rock planet, featureless apart from 
buttes and mesas, and occasional tall stalagmites that 
stand out dramatically on the arid plains. 

The night is quiet, except for an occasional WEIRD CRY. 
OBI-WAN checks his bearings, then heads away. 

EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY 

The Naboo Starship descends, hovers, and land on a bluff. 
ANAKIN and PADM� get out. They look down from the edge of 
the bluff to where the homestead is seen on the desert 
floor below. 

PADM�: Stay with the ship, Artoo. 

ARTOO WHISTLES as ANAKIN and PADM� start down the trail 
toward the homestead. 

EXTERIOR: TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE 
DAY 

C-3PO is working outside the homestead. He looks up as 
ANAKIN and PADM� arrive. 

C-3PO: Oh, hello. How might I be of service? A am See... 

ANAKIN: Threepio? 

C-3PO: Oh, my... Oh, my maker! Master Anakin! I knew you 
would return, I knew you would! And this must be Miss 
Padm�. 

PADM�: Hello, Threepio. 

C-3PO: Oh, my circuits! I'm so pleased to see you both! 

ANAKIN: I've come to see my mother. 

C-3PO: I think... I think... Perhaps we'd better go 
indoors. 

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD - LATE DAY 

ANAKIN, PADM� and THREEPIO arrive in the courtyard. 
THREEPIO shuffles ahead. 

C-3PO: Master Cliegg, Master Lars! Might I present two 
important visitors? 

OWEN LARS and BERU WHITESUN come out into the courtyard. 

ANAKIN: I'm Anakin Skywalker. 

OWEN: Owen Lars. This is my girlfriend, Beru. 

BERU: Hello. 

PADM�: I'm Padm�. 

OWEN: I guess I'm your stepbrother. I had a feeling you 
might show up some day. 

ANAKIN: Is my mother here? 

CLIEGG: No, she's not. 

CLIEGG LARS swings from the house on a small floating 
chair. One of his legs is heavily bandaged; the other is 
missing. He balances awkwardly and puts out a hand. 

CLIEGG: Cliegg Lars. Shmi is my wife... Come on inside. We 
have a lot to talk about... 

INTERIOR: TATOOINE, HOMESTEAD, KITCHEN - LATE DAY 

BERU puts several steaming cups of ardees on a tray and 
exits the kitchen... 

CLIEGG: (O.S.) It was just before dawn. They came out of 
nowhere. A hunting party of Tusken Raiders. 

INTERIOR: TATOOINE, HOMESTEAD, DINING AREA - LATE DAY 

CLIEGG, OWEN, PADM� and ANAKIN sit around the table, BERU 
brings the drinks in from the kitchen. 

CLIEGG: Your mother had gone out early, like she always 
did, to pick mushrooms that grow on the vaporators. From 
the tracks, she was about halfway home when they took her. 
Those Tuskens walk like men, but they're vicious, mindless 
monsters. Thirty of us went out after her. Four of us came 
back. I'd be with them, only... after I lost my leg I just 
couldn't ride any more... until I heal. 

CLIEGG grimaces, easing his throbbing leg. 

CLIEGG: This isn't the way I wanted to meet you, son. This 
isn't how your mother and I planned it. I don't want to 
give up on her, but she's been gone a month. There's little 
hope she's lasted this long. 

Silence. Then ANAKIN stands up. 

OWEN: Where are you going? 

ANAKIN: To find my mother. 

PADM�: No, Annie! 

CLIEGG: Your mother's dead, son. Accept it. 

ANAKIN: I can feel her pain, and I will find her. 

OWEN: Take my speeder bike. 

ANAKIN: I know she's alive. 

ANAKIN turns abruptly. 

EXTERIOR: TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY 

ANAKIN stands looking across the desert. PADM� comes 
running out of the homestead after him. ANAKIN turns to 
PADM�. 

ANAKIN: You are going to have to stay here. These are good 
people, Padm�. You'll be safe. 

PADM�: Anakin... 

PADM� hugs him. ANAKIN walks over to OWEN'S speeder bike, 
which is standing close by. 

ANAKIN: I won't be long. 

ANAKIN swings onto the bike. The engine fires. He takes off 
across the desert. PADM� watches him go. 

EXTERIOR: TATOOINE, LANDSCAPE - SUNSET 

THREE DIFFERENT SHOTS. ANAKIN rides through three exotic 
landscapes. 

EXTERIOR: TATOOINE, DESERT, JAWA CAMP - TWILIGHT 

ANAKIN stands in the middle of a crowd of JAWAS. He asks 
them for directions. The JAWAS confer excitedly, then the 
CHIEF JAWA points in a particular direction. ANAKIN gets on 
the bike and speeds off to where the JAWA pointed. 

EXTERIOR: TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT 

ANAKIN rides over a large dune toward a small flickering 
light in the distance. 

He rides up and stops the bike in front of a campfire. 
There are bodies of THREE DEAD FARMERS lying beside the 
campfire. TWO EOPIES are tethered nearby, along with a 
burned and smoking speeder. 

EXTERIOR: TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT 

The lights of the vaporators blink in the night sky. 
Somewhere close by, a night animal HOWLS. 

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) - 
NIGHT 

PADM� is pacing the courtyard restlessly. She stops, 
listening to the animal HOWLING nearby. She shivers 
slightly, then turns and goes into the garage at the side 
of the courtyard. 

INTERIOR: TATOOINE, HOMESTEAD - GARAGE (FULL MOON) - NIGHT 

PADM� enters the garage where C-3PO sits working. 

C-3PO: Hello, Miss Padm�. 

PADM�: Hello, Threepio. 

C-3PO: You can't sleep? 

PADM�: No, I have too many things on my mind, I guess. 

C-3PO: Are you worried about your work in the Senate? 

PADM�: No, I'm just concerned about Anakin. I said 
things... I'm afraid I may have hurt him. I don't know. 
Maybe I only hurt myself. For the first time in my life, 
I'm confused. 

C-3PO: I'm not sure it will make you feel any better Miss 
Padm�, but I don't think there's been a time in my life 
when I haven't been confused. 

PADM�: I want him to know I care about him. I do care about 
him. 

C-3PO: Don't worry about Master Annie. He can take care of 
himself. Even in this awful place. 

EXTERIOR: GEONOSIS, ROCK FACE TRAIL - NIGHT 

OBI-WAN climbs a steep, narrow trail. Suddenly, a CRY is 
heard close by. OBI-WAN stumbles slightly. His foot slips 
on the edge, sending a stream of pebbles skittering into 
the darkness. 

OBI-WAN listens. Silence. He draws his lightsaber but does 
not ignite it. 

He sets off again and works his way around a narrow corner, 
to confront a crouching MASSIFF (a dog-sized lizard) with 
slavering fangs! The beast leaps at him, and OBI-WAN 
ignites his lightsaber as the MASSIFF knocks him on his 
back. Its jaws open wide. OBI-WAN stabs the creature, 
throws it off of him, and jumps up. 

A SECOND MASSIFF jumps from behind. OBI-WAN swings around 
and cuts it in half. The MASSIFF flies over the cliff, 
HOWLING. It plummets to its death hundreds of feet below. 

EXTERIOR: GEONOSIS, ROCK FACE TRAIL - NIGHT 

OBI-WAN arrives at the head of the trail. Far below, a flat 
plain stretches into the distance. He stops, peering into 
the darkness, where strange shapes loom indistinctly. 

OBI-WAN takes a pair of electronic binoculars from his belt 
and puts them to his eyes. He sees a cluster of great 
towers like fantastic stalagmites rise from the plain 
below. 

SLOW PAN with the binoculars, and suddenly a line of Battle 
Starships come into view. OBI-WAN touches the viewfinder. 
Between fifty and a hundred Federation Starships are in 
neat rows. Some are on platforms that are carrying the 
Starships down to an underground facility. Other platforms 
are rising to the surface. They carry THOUSANDS of BATTLE 
DROIDS that step off and file into waiting ships. A fully 
loaded Starship takes off. OBI-WAN swings the binoculars 
upward, to see more Trade Federation Starships. 

EXTERIOR: GEONOSIS, TOWER ENTRANCE - DAWN 

Light grows on the clustering tower of fantastic 
stalagmites. OBI-WAN sneaks up to the main one. He climbs 
up the side of the tower to a small window-like opening. 
OBI-WAN looks around quickly, then sneaks inside. 

INTERIOR: GEONOSIS, CORRIDORS - MORNING 

OBI-WAN makes his way along a narrow, pillared corridor. He 
comes to what looks like a large open well or vent shaft. 
He looks down and sees a huge underground facility below. 
In one area, machines are constructing BATTLE DROIDS. In 
another area, completed DROIDS are moving along a conveyor 
belt. GEONOSIS WORKERS, with no wings, drone away at the 
assembly line. 

INTERIOR: GEONOSIS, CENTRAL SQUARE - MORNING 

OBI-WAN arrives at a vast expanse in the stalagmite 
interior. Immense pillars, soaring Gaudi-Gothic arches, 
vaulted roofs. The huge space is deserted - completely 
silent. 

OBI-WAN starts to cross the square. Suddenly he hears 
voices. 

He darts behind a pillar as POGGLE THE LESSER (Archduke of 
Geonosis), his aide, SUN FAC, COUNT DOOKU and NUTE GUNRAY 
approach, closely followed by PASSEL ARGENTE and WAT 
TAMBOR. COUNT DOOKU is tall, elderly, and saturnine, with 
beautiful manners. OBI-WAN flattens himself against the 
pillar as they pass by. 

COUNT DOOKU: Now, we must persuade the Commerce Guild and 
the Corporate Alliance to sign the treaty. 

NUTE GUNRAY: What about the Senator from Naboo? Is she dead 
yet? I'm not signing your treaty until I have her head on 
my desk. 

COUNT DOOKU: I am a man of my word, Viceroy. 

POGGLE: With these new Battle Droids we've built for you, 
Viceroy, you'll have the finest army in the galaxy. 

They move out of earshot. OBI-WAN peers around the pillar 
to see them going through an archway on the far side of the 
courtyard. There is a flight of stairs beside it. 

OBI-WAN arrives at the stairs. He sneaks up them, to arrive 
at a narrow gothic archway. He looks down through it. 

INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY 

POGGLE THE LESSER and his TWO AIDES are at one end of a 
large round conference table. 

COUNT DOOKU: Now is the time, my friends. This is the 
moment when you have to decide between the Republic or the 
Confederacy of Independent Systems. 

COUNT DOOKU is at the head of the table. JANGO FETT stands 
behind his chair. 

In addition to the original group, there are also THREE 
OPPOSITION SENATORS: PO NUDO, TESSEK and TOONBUCK TOORA, 
and a COMMERCE GUILD DIGNITARY; SHU MAI and a MEMBER of the 
INTERGALACTIC BANK CLAN, SAN HILL. 

COUNT DOOKU: As I explained to you earlier, I'm quite 
convinced that ten thousand more systems will rally to our 
cause with your support, gentlemen. And let me remind you 
of our absolute commitment to capitalism... of the lower 
taxes, the reduced tariffs, and the eventual abolition of 
all trade barriers. Signing this treaty will bring you 
profits beyond your wildest imagination. What we are 
proposing is completely free trade. (looks at Nute) Our 
friends in the Trade Federation have pledged their support. 
When their Battle Droids are combined with yours, we shall 
have an army greater than anything in the galaxy, The Jedi 
will be overwhelmed. The Republic will agree to any demands 
me make. 

PASSEL ARGENTE, the Corporate Alliance Representative. 

PASSEL ARGENTE: I am authorized by the Corporate Alliance 
to sign the treaty. 

COUNT DOOKU: We are most grateful for your cooperation, 
Chairman. 

SHU MAI, the Commerce Guild Representative. 

SHU MAI: The Commerce Guilds do not at this time wish to 
become openly involved, But we shall support you in secret 
- and look forward to doing business with you. 

There are chuckles around the table. COUNT DOOKU smiles. 

COUNT DOOKU: That is all we ask. 

SAN HILL, the banker. 

SAN HILL: The Intergalactic Banking Clan will support you 
wholeheartedly, but only in a non-exclusive arrangement. 

WAT TAMBOR, the Techno Union representative. 

WAT TAMBOR: The Techno Unions are at your disposal, Count. 

INTERIOR: GEONOSIS, STAIRS - DAY 

OBI-WAN pulls back from the archway. 

EXTERIOR: TATOOINE, CLIFF (FULL MOON) - NIGHT 

ANAKIN pulls up near the edge of a cliff. He gets off the 
bike and creeps to the edge. He looks over to see a Tusken 
camp in the oasis below. One of the huts at the edge of the 
camp has TWO TUSKEN GUARDS outside it. ANAKIN drops off the 
edge of the cliff to the camp below. 

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON - 
NIGHT 

ANAKIN creeps through the camp, working his way from hut to 
hut, flattening himself against the walls overhearing 
snatches of Tusken conversation from inside, using the 
shadows to hide him until he arrives at the hut with the 
TWO GUARDS. They are sitting a short distance from the 
door. ANAKIN wriggles around the back. He takes out his 
lightsaber and cuts into the base of the wall. 

INTERIOR: TUSKEN RAIDER HUT - NIGHT 

The lightsaber completes the hole in the wall. ANAKIN 
wriggles in. He pulls himself to his feet. There are 
candles everywhere. 

A shaft of moonlight from a hole in the roof pierces the 
gloom of the hut. By its light, ANAKIN sees SHMI hanging 
from a wooden frame in the middle of the hut. 

He cuts her free, takes her into his arms, and lowers her 
gently to the ground. Her eyes are closed. Her face is 
bloodied. She has been terribly beaten. ANAKIN cradles her 
tenderly. 

ANAKIN: Mom... Mom... Mom... 

SHMI'S eyelids flutter - and barely open. They are caked 
with blood. 

SHMI: Annie...? Is it you...? 

SHMI'S eyes focus slowly. ANAKIN gives a little choking 
gasp. 

ANAKIN: I'm here, Mom. You're safe. Hang on. I'm going to 
get you out of here... 

SHMI: Annie? Annie? You look so handsome. My son... my 
grown-up son. I'm so proud of you, Annie... so proud... I 
missed you so much... Now... I am complete. 

ANAKIN: Just stay with me, Mom. I'm going to make you well 
again. Everything's... going to be fine. 

SHMI: I love... 

SHMI dies. ANAKIN draws her to his breast. There is silence 
for a moment. ANAKIN lifts his head, listening for a 
moment, then he sits on the floor of the Tusken hut, 
cradling his dead mother in his arms. 

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN 

The pale light grows. Thin tendrils of smoke rise slowly in 
the cold, clear air. Somewhere a dog BARKS. An OLD WOMAN 
comes out of one of the huts. She carries a pail. She 
swirls it and tosses the dirty water onto the ground. 

As she goes back inside the hut, a TUSKEN CHILD runs past, 
dragging a stick in the sand. The CHILD runs through the 
line of huts, turns a corner, and stops suddenly, staring 
at the TWO TUSKEN GUARDS. Between them, ANAKIN stands 
outside the hut door. His face is a grim mask. The CHILD 
stares, then there is a FLASH OF LIGHT as Anakin's 
lightsaber switches on. He immediately kills the two 
TUSKENS guarding the door of the hut, and makes his way 
toward the others. 

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON 

YODA meditates and suddenly hears a familiar voice, as if 
from a great distance. It is the voice of QUI-GON JINN, 
filled with alarm. 

QUI-GON: (V.O.) No, Anakin! No! Don't! No! 

MACE WINDU enters the room and sits down. YODA opens his 
eyes and looks to MACE. 

MACE WINDU: What is it? 

YODA: Pain. Suffering. Death, I feel. Something terrible 
has happened. Young Skywalker is in pain. Terrible pain. 

EXTERIOR: GEONOSIS, LANDING AREA - DAY 

OBI-WAN examines the transmitter dish and speaks with 
ARFOUR. 

OBI-WAN: The transmitter is working, but we're not 
receiving a return signal. Coruscant's too far. Arfour, can 
you boost the power? 

ARFOUR beeps a reply. 

OBI-WAN: We'll have to try something else. 

OBI-WAN jumps into the cockpit. 

OBI-WAN: Maybe we can contact Anakin on Naboo. It's much 
closer. Anakin, Anakin, do you copy? This is Obi-Wan 
Kenobi. Anakin? He's not on Naboo, Arfour. I'm going to try 
and widen the search. I hope nothing's happened to him. 

OBI-WAN sits in the Starfighter cockpit looking at a 
display. A GEONOSIAM spies OBI-WAN and his Starfighter from 
an overlooking cliff. 

OBI-WAN: That's Anakin's tracking signal all right, but 
it's coming from Tatooine. What in the blazes is he doing 
there? I told him to stay on Naboo. 

OBI-WAN exits the cockpit and jumps down to the ground. He 
speaks to ARFOUR. 

OBI-WAN: All right. We're all set. We haven't much time. 
Anakin? Anakin, do you copy? This is Obi-Wan Kenobi. 

INTERIOR: COCKPIT, NABOO STARFIGHTER - DAY 

In the ship, ARTOO BEEPS as he receives the message. 

OBI-WAN: (V.O.) Record this message and take it to your 
mistress, Padm�... and the Jedi Skywalker... "Anakin, my 
long range transmitter has been knocked out. Retransmit 
this message to Coruscant." 

ARTOO dutifully listens to the desperate message. OBI-WAN'S 
voice cuts out. ARTOO WHISTLES in dismay. 

EXTERIOR: TATOOINE, DESERT, HOMESTEAD, MOISTURE FARM - 
MORNING 

ANAKIN rides the speeder bike toward the homestead. SHMI'S 
body is tied to it. OWEN, followed by BERU and PADM�, comes 
out of the homestead to meet ANAKIN. THREEPIO follows. 
CLIEGG hobbles out of the homestead on his hovering chair. 

ANAKIN arrives. They run to him as he steps away from the 
bike, carrying SHMI. He stops, face-to-face with CLIEGG. 
There is a brief pause. Then he carries SHMI into the 
homestead. 

INTERIOR: TATOOINE, MOISTURE FARM, KITCHEN - MORNING 

PADM� prepares some food for ANAKIN. BERU helps her. 

BERU: What's it like there? 

PADM�: I'm sorry? 

BERU: On Naboo... What's it like? 

PADM� is completely preoccupied with her concern for 
ANAKIN, but she does her best to reply. 

PADM�: Oh - It's... very green. With lots of water. And 
trees. Not like here at all. 

She takes out a tray and starts to put food on it. 

BERU: I think I like it here better. 

PADM�: Maybe you'll come and see it one day. 

BERU: I don't think so. I don't like to travel. 

They finish preparing the tray. 

PADM�: (smiles) Thanks, Beru. 

She goes out. 

INTERIOR: TATOOINE, HOMESTEAD, GARAGE - DAY 

PADM� comes in with a tray of food. ANAKIN is standing at a 
workbench, repairing a part of the speeder bike. 

PADM�: I brought you something. Are you hungry? 

PADM� puts the tray down. 

ANAKIN: The shifter broke. Life seems so much simpler when 
you're fixing things. I'm good at fixing things... always 
was. But I couldn't... (stops working, tears in his eyes) 
Why did she have to die? Why couldn't I save her? I know I 
could have! 

PADM�: Sometimes there are things no one can fix. You're 
not all-powerful, Annie. 

ANAKIN turns and walks away from the bench. 

ANAKIN: (angry) I should be! Someday I will be... I will be 
the most powerful Jedi ever! I promise you, I will even 
learn to stop people from dying. 

PADM�: Anakin... 

ANAKIN: (furious) It's all Obi-Wan's fault. He's jealous! 
He knows I'm already more powerful than he is. He's holding 
me back! 

ANAKIN hurls the wrench across the garage. It CLATTERS to 
the floor. He looks at his trembling hands. PADM� stares at 
him, shocked. 

PADM�: Annie, what's wrong? 

ANAKIN: I... I killed them. I killed them all. They're 
dead, every single one of them... 

ANAKIN focuses on her like someone returning from far away. 

ANAKIN: Not just the men, but the women and the children 
too. They're like animals, and I slaughtered them like 
animals... I hate them! 

There is silence for a moment, then ANAKIN breaks down, 
sobbing. PADM� takes him into her arms. 

ANAKIN: Why do I hate them? I didn't... I couldn't... I 
couldn't control myself. I... I don't want to hate them... 
But I just can't forgive them. 

PADM�: To be angry is to be human. 

ANAKIN: To control your anger is to be a Jedi. 

PADM�: Ssshhh... you're human. 

ANAKIN: No, I'm a Jedi. I know I'm better than this. I'm 
sorry, I'm so sorry! 

PADM�: You're like everyone else... 

PADM� rocks him, and ANAKIN weeps. 

EXTERIOR: TATOOINE, HOMESTEAD, GRAVESITE - DAY 

ANAKIN, PADM�, CLIEGG, OWEN, BERU, and THREEPIO are 
standing around Shmi's grave. Two other headstones, one 
smaller than the other, stand in the blazing suns. 

CLIEGG: I know wherever you are it's become a better place. 
You were the most loving partner a man could ever have. 
Goodbye, my dearest wife. And thank you. 

Brief pause. ANAKIN steps forward and kneels at his 
mother's grave. He picks up a handful of sand. 

ANAKIN: I wasn't strong enough to save you, Mom. I wasn't 
strong enough. But I promise I won't fail again... (he 
stands up) I miss you so much. 

Silence. Then BEEPS and WHISTLES are heard. They turn as 
ARTOO rolls up. 

PADM�: Artoo, what are you doing here? 

ARTOO BEEPS and WHISTLES. 

C-3PO: It seems that he is carrying a message from an Obi- 
Wan Kenobi. Master Annie, does that name mean anything to 
you? 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY 

A rough hologram of OBI-WAN is projected in front of ANAKIN 
and PADM�. They watch the flickering image. 

OBI-WAN: (V.O.) Anakin, my long range transmitter has been 
knocked out. Retransmit this message to Coruscant. 

PADM� turns and reaches over to a control board and pushes 
a button to transmit the message. 

OBI-WAN: (V.O.) I have tracked the bounty hunter Jango Fett 
to the droid foundries on Geonosis. 

INTERIOR: JEDI COUNCIL ROOM - DAY 

The members of the Jedi Council stand around a hologram of 
OBI-WAN. 

OBI-WAN: (V.O.) The Trade Federation is to take taking 
delivery of a droid army here and it is clear that Viceroy 
Gunray... 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY 

ANAKIN and PADM� continue to listen. 

OBI-WAN: (V.O.) ...is behind the assassination attempts on 
Senator Amidala. 

INTERIOR: JEDI COUNCIL ROOM - DAY 

The Council members continue to listen to OBI-WAN. 

OBI-WAN: (V.O.) The Commerce Guilds and Corporate Alliance 
have both pledged their armies to Count Dooku and are 
forming an... Wait!... Wait!! 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY 

ANAKIN and PADM� watch as OBI-WAN is attacked by Droidekas. 
The hologram cuts off. ANAKIN jumps up, agitated. 

INTERIOR: JEDI COUNCIL ROOM - DAY 

The Council members also see the attack on OBI-WAN. YODA 
looks to MACE WINDU. 

YODA: More happening on Geonosis, I feel, than has been 
revealed. 

MACE WINDU: I agree. 

INTERIOR: COCKPIT, NABOO STARSHIP - SUNSET 

ANAKIN and PADM� watch a hologram of MACE WINDU. 

MACE WINDU: (V.O.) Anakin, We will deal with Count Dooku. 
The most important thing for you is to stay where you are. 
Protect the Senator at all costs. That is your first 
priority. 

ANAKIN: Understood, Master. 

The hologram switches off. PADM� is looking at the readout 
on the ship's control panel. 

PADM�: They'll never get there in time to save him. They 
have to come halfway across the galaxy. Look, Geonosis is 
less than a parsec away. 

PADM� starts to hit buttons and flick switches. ANAKIN puts 
a hand over hers, stopping her. She stares at him. 

ANAKIN: If he's still alive. 

PADM�: Annie, are you just going to sit here and let him 
die?? He's your friend... your mentor... 

ANAKIN: He's like my father, but you heard Master Windu. He 
gave me strict orders to stay here. 

PADM�: He gave you strict orders to protect me... 

PADM� pulls her hand free and flicks more switches. The 
engines fire. 

PADM�: ...and I'm going to save Obi-Wan. So if you plan to 
protect me, you will have to come along. 

ANAKIN grins and takes the controls. THREEPIO and ARTOO 
come forward from the back of the starship. THREEPIO straps 
himself into a seat behind PADM�. 

EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET 

The Naboo Starship rises from the bluff and zooms away. 

EXTERIOR: CORUSCANT, REPUBLIC EXECUTIVE BUILDING - DAY 

LOW ANGLE. A line of reflecting pools with splashing 
fountains flanked by statues on each side leads to the main 
entrance to the awesome building. 

INTERIOR: CORUSCANT, CHANCELLOR'S OFFICE - DAY 

BAIL ORGANA: The Commerce Guilds are preparing for war... 
there can be no doubt of that. 

PALPATINE: Count Dooku must have made a treaty with them. 

BAIL ORGANA: We must stop them before they're ready. 

JAR JAR: Exsueeze me, yousa honorable Supreme Chancellor, 
Sir. Maybe dissen Jedi stoppen the rebel army. 

PALPATINE: Master Yoda, how many Jedi are available to go 
to Geonosis? 

YODA: Throughout the galaxy, thousands of Jedi there are. 
To send on a special mission, only two hundred are 
available. 

BAIL ORGANA: With all due respect for the Jedi Order, that 
doesn't sound like enough. 

YODA: Through negotiation the Jedi maintains peace. To 
start a war, we do not intend. 

ASK AAK: The debate is over! Now we need that clone army... 

BAIL ORGANA: Unfortunately, the debate is not over. The 
Senate will never approve the use of the clones before the 
separatists attack. 

MAS AMEDDA: This is a crisis! The Senate must vote the 
Chancellor emergency powers! He could then approve the use 
of the clones. 

PALPATINE: But what Senator would have the courage to 
propose such a radical amendment? 

MAS AMEDDA: If only Senator Amidala were here. 

JAR JAR steps forward from the back of the group. 

JAR JAR: Mesa mosto Supreme Chancellor... Mesa gusto 
pallos. Mesa proud to proposing the motion to give yousa 
Honor emergency powers. 

INTERIOR: GEONOSIS, PRISON CELL - DAY 

COUNT DOOKU walks into the cell holding OBI-WAN. OBI-WAN is 
suspended in a force field, turning slowly as blue electric 
bolts restrain him. COUNT DOOKU circles OBI-WAN as they 
talk. 

OBI-WAN: Traitor! 

COUNT DOOKU: Hello, my friend. This is a mistake. A 
terrible mistake. They've gone too far. This is madness. 

OBI-WAN: I thought you were the leader here, Dooku. 

COUNT DOOKU: This had nothing to do with me, I assure you. 
I promise you I will petition immediately to have you set 
free. 

OBI-WAN: Well, I hope it doesn't take too long. I have work 
to do. 

COUNT DOOKU: May I ask why a Jedi Knight is all the way out 
here on Geonosis? 

OBI-WAN: I've been tracking a bounty hunter named Jango 
Fett. Do you know him? 

COUNT DOOKU: There are no bounty hunters here that I'm 
aware of. Geonosians don't trust them. 

OBI-WAN: Well, who can blame them. But he is here, I can 
assure you. 

COUNT DOOKU: It's a great pity that our paths have never 
crossed before, Obi-Wan. Qui-Gon always spoke very highly 
of you. I wish he were still alive. I could use his help 
right now. 

OBI-WAN: Qui-Gon Jinn would never join you. 

COUNT DOOKU: Don't be so sure, my young Jedi. You forget 
that he was once my apprentice just as you were once his. 
He knew all about the corruption in the Senate, but he 
would never have gone along with it if he had known the 
truth as I have. 

OBI-WAN: The truth? 

COUNT DOOKU: The truth. What if I told you that the 
Republic was now under the control of the Dark Lords of the 
Sith? 

OBI-WAN: No, that's not possible. The Jedi would be aware 
of it. 

COUNT DOOKU: The dark side of the Force has clouded their 
vision, my friend. Hundreds of Senators are now under the 
influence of a Sith Lord called Darth Sidious. 

OBI-WAN: I don't believe you. 

COUNT DOOKU: The Viceroy of the Trade Federation was once 
in league with this Darth Sidious. But he was betrayed ten 
years ago by the Dark Lord. He came to me for help. He told 
me everything. The Jedi Council would not believe him. I 
tried many times to warn them but they wouldn't listen to 
me. Once they sensed the Dark Lord's presence, it would 
then be too late. You must join me, Obi-Wan, and together 
we will destroy the Sith. 

OBI-WAN: I will never join you, Dooku. 

COUNT DOOKU turns to leave. 

COUNT DOOKU: It may be difficult to secure your release. 

EXTERIOR: SPACE 

The Naboo Starship heads toward the rings of Geonosis. 

EXTERIOR: GEONOSIS - DAY 

ANAKIN pilots the starship close to the ground, weaving 
around towering rock formations. 

PADM�: See those columns of steam straight ahead? They're 
exhaust vents of some type. 

ANAKIN: That'll do. 

ANAKIN pilots the craft straight down into a column, 
flying through the steam, and landing at the bottom. 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY 

PADM� and ANAKIN prepare to leave the starship. 

PADM�: Look, whatever happens out there, follow my lead. 
I'm not interested in getting into a war here. As a member 
of the Senate, maybe I can find a diplomatic solution to 
this mess. 

ANAKIN: Don't worry. I've given up trying to argue with 
you. 

ARTOO WHISTLES a plaintive sigh. 

C-3PO: My sad little friend. If they had needed our help, 
they would have asked for it. You have a lot to learn about 
humans. 

INTERIOR: GEONOSIS, CORRIDORS - DAY 

ANAKIN and PADM� enter the stalagmite city. They stop, 
looking around in wonder at the emptiness. 

INTERIOR: COCKPIT, NABOO STARSHIP - DAY 

ARTOO stands in front of THREEPIO, who is fussing about. 

C-3PO: For a mechanic, you seem to do an excessive amount 
of thinking. I'm programmed to understand humans. 

ARTOO beeps a question. 

C-3PO: What does that mean? That means I'm in charge here! 

ARTOO trundles out of the starship and down the landing 
ramp. THREEPIO follows him out of the ship. 

C-3PO: Wait! Where are you going? Don't you have any sense 
at all? 

ARTOO makes a rude noise. 

C-3PO: How rude! Please wait! Do you know where you're 
going? 

ARTOO bleeps at THREEPIO. 

INTERIOR: GEONOSIS, CORRIDORS - DAY 

ANAKIN and PADM� start forward. As they pass, the surface 
of the pillars seems to pulse slowly and move. High above, 
WINGED CREATURES grow from the pillars and detach 
themselves. 

ANAKIN: Wait. 

ANAKIN turns as one of the WINGED CREATURES attacks him. 
Lightsaber blazing, ANAKIN cuts down three creatures as 
PADM� exits through a far doorway. He reaches PADM� and 
they both stand on the edge of a short walkway extending 
over a deep crevasse. The door behind them closes, 
stranding the two. The walkway retracts and PADM� slips and 
then jumps down onto a conveyor belt leading into the droid 
factory. 

ANAKIN: Padm�! 

ANAKIN jumps down and slashes more WINGED CREATURES while 
attempting to reach PADM�. PADM� makes her way across 
stamping machines and welders as ANAKIN follows, beating 
back WINGED CREATURES. 

INTERIOR: GEONOSIS, DROID FACTORY - DAY 

THREEPIO and ARTOO stop at the small walkway. 

C-3PO: Oh my goodness! Machines creating machines. How 
perverse! (ARTOO bleeps) Calm down. What are you talking 
about? I'm not in your way! 

ARTOO pushes THREEPIO off the small ledge and onto a flying 
Conveyor Droid. Flailing, THREEPIO falls from the droid and 
onto the conveyor belt below. ARTOO uses his rocket jets to 
fly up and into the factory. 

C-3PO: Help! 

ANAKIN continues to work his way toward PADM�, lightsaber 
flashing, WINGED CREATURES attacking from all directions. 
PADM� wrestles with one CREATURE and is thrown into a large 
empty vat moving down the assembly line. Mechanized arms 
carry the vat to a position where molten metal will be 
poured into it. PADM� struggles to find handholds for 
escape, but is unsuccessful. ARTOO flies toward PADM�. 

SEE-THREEPIO is carried down the assembly line. He stands, 
only to find his head sliced from his body. His head lands 
in a line of Battle Droid heads and is welded to a Battle 
Droid body. 

C-3PO: How ugly! Why would one build such unattractive 
droids? 

THREEPIO's headless body continues down the assembly line, 
sandwiched between Battle Droids. A Battle Droid head is 
welded on THREEPIO's body. 

C-3PO: I'm so confused. 

Meanwhile, ANAKIN continues to battle CREATURES. He trips 
on the assembly line and his right arm becomes locked into 
a molding device. ANAKIN comes close to the cutting 
machine. 

As PADM� continues her struggle to escape the vat, ARTOO 
finds the computer port controlling the vats and programs 
PADM�'s to dump her onto a walkway. ANAKIN ignites his 
lightsaber in an attempt to free his arm. The cutter 
approaches. He maneuvers his body away from the cutter, but 
it slams down and cuts his lightsaber in half. 

PADM� is surrounded by WINGED CREATURES and taken prisoner. 
ANAKIN is surrounded by DROIDEKAS and from above. JANGO 
FETT drops down, blaster in hand. 

JANGO FETT: Don't move, Jedi! 

INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY 

COUNT DOOKU sits at a large conference table with PADM� on 
the far side. ANAKIN stands behind her with FOUR GEONOSIANS 
GUARDS standing behind him. JANGO FETT stands behind COUNT 
DOOKU, and SIX GEONOSIAN GUARDS stand behind him. 

PADM�: You are holding a Jedi Knight, Obi-Wan Kenobi. I am 
formally requesting you turn him over to me, now. 

COUNT DOOKU: He has been convicted of espionage, Senator, 
and will be executed. In just a few hours, I believe. 

COUNT DOOKU smiles. 

PADM�: He is an officer of the Republic. You can't do that. 

COUNT DOOKU: We don't recognize the Republic here, Senator. 
But if Naboo were to join our Alliance, I could easily hear 
your plea for clemency. 

PADM�: And if I don't join your rebellion, I assume this 
Jedi with me will also die? 

COUNT DOOKU: I don't wish to make you to join our cause 
against your will, Senator, but you are a rational, honest 
representative of your people and I assume you want to do 
what's in their best interest. Aren't they fed up with the 
corruption, the bureaucrats, the hypocrisy of it all? 
Aren't you? Be honest, Senator. 

PADM�: The ideals are still alive, Count, even if the 
institution is failing. 

COUNT DOOKU: You believe in the same ideals we believe in! 
The same ideals we are striving to make prominent. 

PADM�: If what you say is true, you should stay in the 
Republic and help Chancellor Palpatine put things right. 

COUNT DOOKU: The Chancellor means well, M'Lady, but he is 
incompetent. He has promised to cut the bureaucracy, but 
the bureaucrats are stronger than ever, no? The Republic 
cannot be fixed, M'Lady. It is time to start over. The 
democratic process in the Republic is a sham, no? A shell 
game played on the voters. The time will come when that 
cult of greed, called the Republic, will lose even the 
pretext of democracy and freedom. 

PADM�: I cannot believe that. I know of your treaties with 
the Trade Federation, the Commerce Guilds, and the others, 
Count. What is happening here is not government that has 
been bought out by business... it's business becoming 
government! I will not forsake all I have honored and 
worked for and betray the Republic. 

COUNT DOOKU: Then you will betray your Jedi friends? 
Without your cooperation I can do nothing to stop their 
execution. 

PADM�: And what about me? Am I to be executed also? 

DOOKU: I wouldn't think of such an offense. But, there are 
individuals who have a strong interest in your demise, 
M'Lady. It has nothing to do with politics, I'm afraid. 
It's purely personal, and they have already paid great sums 
to have you assassinated. I'm sure they will push hard to 
have you included in the executions. I'm sorry but if you 
are not going to cooperate, I must turn you over to the 
Geonosians for justice. Without your cooperation, I've done 
all I can for you. 

JANGO FETT: Take them away. 

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER, UPPER CORRIDOR - 
EVENING 

MACE WINDU walks down an upper corridor and meets YODA, who 
is sitting on a ledge overlooking the Senate chamber. 

Inside the great rotunda, the UPROAR is even louder. 
Opposing SENATORS yell furiously at one another. 

MAS AMEDDA: Order! Order!! 

Finally, the uproar dies. 

PALPATINE: In the regrettable absence of Senator Amidala, 
the chair recognizes senior representative of Naboo, Jar 
Jar Binks. 

Amid the conflicting storm of CHEERS AND BOOS, JAR JAR, 
with TWO GUNGAN AIDES, floats on his pod to the middle of 
the vast space. He looks at PALPATINE nervously. PALPATINE 
nods. JAR JAR clears his throat. 

JAR JAR: Senators, dellow felagates... 

Laughter. Jeers. JAR JAR blushes. 

MAS AMEDDA: Order! The Senate will accord the 
Representative the courtesy of a hearing! 

Comparative quiet. JAR JAR grips the edge of the podium. 

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER - EVENING 

JAR JAR stands in his pod as it floats in the middle of the 
vast space. 

JAR JAR: In response to the direct threat to the Republic 
mesa propose that the Senate give immediately emergency 
powers to the Supreme Chancellor. 

Uproar. JAR JAR looks a little sheepish. 

Brief silence, then a rolling wave of APPLAUSE. JAR JAR 
beams and bows. 

PALPATINE rises. 

PALPATINE: It is with great reluctance that I have agreed 
to this calling. I love democracy... I love the Republic. 
But I am mild by nature, and I do not desire to see the 
destruction of democracy. The power you give me I will lay 
down when this crisis has abated, I promise you. And as my 
first act with this new authority, I will create a grand 
army of the Republic to counter the increasing threats of 
the separatists. 

INTERIOR: GEONOSIS, HIGH AUDIENCE CHAMBER - DAY 

ANAKIN and PADM� are standing in the center of what looks 
like a courtroom. Seated before them in a tall, boxed-off 
area is POGGLE THE LESSER, Archduke of Geonosis. He is 
accompanied by his underling, SUN FAC. Off to one side the 
Separatist Senators PO NUDU, TESSEK, and TOONBUCK TOORA. 
Next to them are the Commerce Dignitaries, SHU MAI, NUTE 
GUNRAY, PASSEL ARGENTE, WAT TAMBOR and SAN HILL of the 
Intergalactic Bank Clan. Along the wall about a HUNDRED 
GEONOSIANS wait for a verdict. 

SUN FAC: You have been charged and found guilty of 
Espionage. 

POGGLE: Do you have anything to say before your sentence is 
carried out? 

PADM�: You are committing an act of war, Archduke. I hope 
you are prepared for the consequences. 

POGGLE laughs. COUNT DOOKU simply smiles. 

POGGLE: We build weapons, Senator... that is our business! 
Of course we're prepared! 

NUTE GUNRAY: Get on with it. Carry out the sentence. I want 
to see her suffer. 

POGGLE: Your other Jedi friend is waiting for you, Senator. 
Take them to the arena! 

FOUR GUARDS take hold of PADM� and ANAKIN. They are 
escorted out of the chamber to the sounds of chuckling. 

INTERIOR: GEONOSIS, TUNNEL TO EXECUTION ARENA - DAY 

In the gloomy tunnel, ANAKIN and PADM� are tossed into an 
open cart. The murmur of a vast crowd is heard offscreen. 
GUARDS extend their arms along the framework and tie them 
so that they stand facing each other. 

The DRIVER gets up onto his seat. 

ANAKIN: Don't be afraid. 

PADM�: I'm not afraid to die. I've been dying a little bit 
each day since you came back into my life. 

ANAKIN: What are you talking about? 

PADM�: I love you. 

ANAKIN: You love me?! I thought we decided not to fall in 
love. That we would be forced to live a lie. That it would 
destroy our lives... 

PADM�: I think our lives are about to be destroyed anyway. 
My love for you is a puzzle, Annie, for which I have no 
answers. I can't control it... and now I don't care. I 
truly, deeply love you, and before we die I want you to 
know. 

PADM� leans toward ANAKIN. By straining hard, it is just 
possible for their lips to meet. They kiss. 

The DRIVER cracks his whip over the ORRAY harnessed between 
the shafts. The cart jerks forward. Suddenly, there is a 
HUGE ROAR and blinding sunlight as they emerge into the 
arena 

INTERIOR: GEONOSIS, EXECUTION ARENA - DAY 

The great stadium is packed with tier upon tier of yelling 
GEONOSIANS. The cart trundles to the center, where OBI-WAN 
is chained to one of four upright posts that are three feet 
in diameter. The cart stops. PADM� and ANAKIN are taken 
down, dragged to posts, and chained to them. ANAKIN is in 
the center. PADM� pulls a wire from her clothing and places 
it in her mouth. 

OBI-WAN: I was beginning to wonder if you had gotten my 
message. 

ANAKIN: I retransmitted it as you requested, Master. Then 
we decided to come and rescue you. 

OBI-WAN: Good job! 

Their arms are pulled high above their heads, and the cart 
drives away. There is another ROAR as POGGLE THE LESSER, 
COUNT DOOKU, NUTE GUNRAY, THE FETTS and DIGNITARIES arrive 
in the archducal box and take their places. 

SUN FAC: The felons before you have been convicted of 
espionage against the Sovereign System of Geonosis. Their 
sentence of death is to be carried out in this public arena 
henceforth. 

The crowd ROARS and CHEERS. In the box, POGGLE THE LESSER 
rises. The crowd becomes quiet. 

POGGLE: Let the executions begin! 

The crowd goes wild. 

From different gates around the arena, THREE MONSTERS are 
driven in. One is a REEK (bull-like), one is a NEXU (lion 
like), and one is an ACKLAY (a kind of dino-lobster). They 
are driven in by PICADORS carrying long spears and riding 
ORRAYS. The PICADORS poke the MONSTERS toward the center, 
then retire to the perimeter. 

ANAKIN: I've got a bad feeling about this. 

The MONSTERS toss their heads, looking around, ROARING or 
SCREECHING. Then they catch sight of the THREE CAPTIVES and 
start moving toward them. 

OBI-WAN: Take the one the right. I'll take the one on the 
left. 

ANAKIN: What about Padm�? 

PADM� has used the wire she concealed to pick the lock on 
one of the hand restraints. She turns around and pulls 
herself up by the chain to the top of the post. Within a 
moment, she is standing on top of it, trying to pull the 
chain free. 

OBI-WAN: She seems to be on top of things. 

The REEK charges ANAKIN. He jumps up, and the beast hits 
the post hard. ANAKIN lands onto its back, wrapping part of 
his chain around its horn. The REEK backs off, shaking its 
head angrily, which tears the chain from the post. 

OBI-WAN ducks around the post as the ACKLAY charges. It 
knocks the post flat, sending OBI-WAN sprawling. The ACKLAY 
crunches the post between its claws, freeing the chain. 
OBI-WAN leaps up and runs towards ONE of the PICADORS. The 
ACKLAY takes off after him. 

The NEXU arrives at PADM�'s post and rears on its hind 
legs. On top, PADM� struggles to tear the chain free. The 
NEXU ROARS, displaying wicked, dripping fangs. 

In the archducal box, NUTE GUNRAY beams and rubs his hands. 

In the arena, OBI-WAN runs at the PICADOR. The ORRAY rears 
up. OBI-WAN grabs the PICADOR'S long spear and pole vaults 
over him. The chasing ACKLAY smashes into the ORRAY. It 
goes down. The PICADOR tumbles onto the sand, where he is 
grabbed by the ACKLAY and crunched. 

ANAKIN's REEK starts to buck. It charges around the arena 
with ANAKIN hanging on for dear life. He whirls the free 
length of chain around his head and casts it into the 
REEK's mouth. Its jaws clamp hard on the chain. ANAKIN 
yanks hard on the chain, turning the REEK, beginning to 
ride it. 

The NEXU's claws dig deep into the post. The cat-like 
creature reaches the top of the post and takes a swipe at 
PADM�. She turns and the claw barely catches her shirt 
ripping it off, leaving superficial claw marks across her 
back. She hits the creature with her chain and it backs off 
down the pole. Then, PADM� jumps off the post into the air. 
She swings around on the chain and whacks the beast hard on 
the head with both her feet. It tumbles back onto the sand. 
PADM� climbs back up the pole, scrambling to the top. 

In the archducal box, NUTE GUNRAY fumes. 

NUTE GUNRAY: Foul!! She can't do that... shoot her or 
something! 

In the arena, OBI-WAN runs out from behind the fallen ORRAY 
and throws the spear at the ACKLAY, hitting it in the neck. 
It lets out a terrible SCREECH and turns on him. The NEXU 
springs up and makes to leap up at PADM� again. She finally 
manages to work the chain loose. ANAKIN comes charging up 
on the REEK. 

ANAKIN: You okay? 

PADM�: (nods, gasping) Sure! 

ANAKIN: Jump!!! 

The NEXU springs. PADM� leaps from the top of the post to 
land on the REEK behind ANAKIN. The REEK charges away, 
around the arena. The NEXU bounds after it. The REEK passes 
the wounded ACKLAY and OBI-WAN. OBI-WAN runs and jumps on 
the back of the REEK behind ANAKIN and PADM�. 

In the archducal box, NUTE GUNRAY turns angrily to COUNT 
DOOKU. 

NUTE GUNRAY: This isn't how it's supposed to be! Jango, 
finish her off! 

COUNT DOOKU motions for the bounty hunter to stay put. BOBA 
FETT is enjoying the spectacle. 

COUNT DOOKU: (smiling enigmatically) Patience, Viceroy... 
she will die. 

DROIDEKAS roll to the center of the arena where they 
transform and surround the REEK and contain the JEDI. 

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY 

In the archducal box, amid the uproar, MACE WINDU ignites 
his lightsaber and holds it to JANGO FETT's neck. COUNT 
DOOKU turns to see MACE WINDU standing behind him. COUNT 
DOOKU masks his surprise elegantly. 

COUNT DOOKU: Master Windu, how pleasant of you to join us. 
You're just in time for the moment of truth. I would think 
these two new boys of yours could use a little more 
training. 

MACE WINDU: Sorry to disappoint you, Dooku. This party's 
over. 

MACE WINDU signals, and at strategic places around the 
arena there are sudden flashes of light as about ONE 
HUNDRED JEDI switch on their lightsabers. The crowd is 
suddenly silent. COUNT DOOKU's lips curl in slight 
amusement. 

COUNT DOOKU: (to Mace Windu) Brave, but foolish, my old 
Jedi friend. You're impossibly outnumbered. 

MACE WINDU: I don't think so. The Geonosians aren't 
warriors. One Jedi has to be worth a hundred Geonosians. 

COUNT DOOKU looks around the great theater. His smile 
grows. 

COUNT DOOKU: It wasn't the Geonosians I was thinking about. 
How well do you think one Jedi will hold up against a 
thousand Battle Droids? 

COUNT DOOKU signals. THOUSANDS OF DROIDS start to pour into 
all parts of the arena. 

JANGO FETT fires his flamethrower at MACE WINDU, igniting 
MACE's robe. MACE WINDU jumps into the arena. The battle 
begins. GEONOSIANS fly away everywhere. DROIDS fire at 
JEDI, who deflect the bolts and cut down the DROIDS. The 
GEONOSIAN TROOPS fire ray guns that are more difficult for 
the JEDI to deflect. SEVERAL JEDI run to the center of the 
arena and throw lightsabers to OBI-WAN and ANAKIN. 

The REEK and the NEXU are spooked by the battle. The REEK 
bucks the riders off its back and stampedes around the 
arena, trampling DROIDS and JEDI that have moved into its 
path. PADM� picks up a discarded pistol and joins the 
fight. 

Among the crowd, JEDI cut down swaths of GEONOSIANS and 
DROIDS. On the sand, JEDI fight, attacking DROIDS. OBI-WAN 
and ANAKIN swing their lightsabers, cutting DROIDS in half. 
PADM� blasts away at DROIDS and GEONOSIANS. 

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY 

MACE WINDU runs to the center of the arena and fights back 
to-back with OBI-WAN, as they swipe and mangle DROIDS. 

Among the tiers, JEDI are slowly being driven back. They 
have killed heaps of GEONOSIANS and have knocked out piles 
of DROIDS, but sheer numbers are telling. Individual JEDI 
are being cut down or blasted. The rest are retreating into 
the arena. 

ANAKIN and PADM� are back-to-back, fighting DROIDS and 
flying GEONOSIANS. 

ANAKIN: You call this diplomacy? 

PADM�: No, I call it aggressive negotiations. 

THREEPIO's body with the Battle Droid head enters the 
arena. The droid is fired upon and knocked back. The Battle 
Droid head goes flying off THREEPIO's body. 

PADM� jumps on top of the ORRAY pulling the execution 
wagon. ANAKIN runs, jumps, and lands in the cart, 
deflecting laser blasts with his lightsaber. PADM� blasts 
Battle Droids as the two ride through the arena. 

The Battle Droid body with THREEPIO's head enters the 
arena, carrying a blaster rifle. 

C-3PO: Where are we? A battle! Oh, no! I'm just a protocol 
droid. I'm not made for this. I can't do it. I don't want 
to be destroyed! 

Jedi KIT FISTO uses the Force to knock the THREEPIO Battle 
Droid backward onto the arena floor. A downed Super Battle 
Droid falls on top of THREEPIO's Battle Droid body, pinning 
him to the ground. 

OBI-WAN and MACE WINDU fight back-to-back, lightsabers 
flashing. The REEK charges and separates the two. The REEK 
chases MACE WINDU across the arena. MACE WINDU slashes at 
the REEK but loses his lightsaber. JANGO FETT, watching 
from above, rockets down into the arena to battle with MACE 
WINDU. 

MACE WINDU retrieves his lightsaber, and the REEK tosses 
JANGO FETT away. JANGO FETT ends up under the REEK, 
avoiding the creature's massive hoofs. Finally, FETT is 
free and kills the REEK. MACE WINDU fights fiercely with 
JANGO FETT. Finally, the bounty hunter falls. His helmet 
goes flying. The bounty hunter's body falls to the ground. 

OBI-WAN is attacked by the ACKLAY and finally slays the 
beast with his lightsaber. 

ARTOO finds the Battle Droid with THREEPIO's head attached. 
He shoots a projectile from his body that attaches a 
suction device to THREEPIO's head, and pulls the head away 
from the Battle Droid. ARTOO drags THREEPIO's head across 
the arena and reattaches it to THREEPIO's body, using an 
extendable welding arm. 

C-3PO: Artoo, what are you doing here? Wait! No! How dare 
you! You're pulling too hard. Stop dragging me, you lead 
head. Artoo, be careful! You might burn my circuits. Are 
you sure my head's on straight? 

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY 

MACE WINDU, OBI-WAN, ANAKIN, PADM� and an exhausted group 
of about TWENTY JEDI stand in the center of the arena 
surrounded by a ring of BATTLE DROIDS. The bloodied sand 
around them is strewn with the bodies of DEAD GEONOSIANS, 
SHATTERED DROIDS and JEDI. 

KI-ADI-MUNDI and the SURVIVORS from the raiding party are 
herded into the arena by SUPER BATTLE DROIDS. From the 
encircling tiers above, THOUSANDS OF BATTLE DROIDS level 
their weapons menacingly. 

In the archducal box, COUNT DOOKU lifts his hand. The 
DROIDS lower their weapons. The COUNT calls out to the 
JEDI. 

COUNT DOOKU: Master Windu! You have fought gallantly. 
Worthy of recognition in the history archives of the Jedi 
Order. Now it is finished. (pauses briefly) Surrender - and 
your lives will be spared. 

MACE WINDU: We will not be hostages for you to barter with, 
Dooku. 

COUNT DOOKU: Then, I'm sorry, old friend. You will have to 
be destroyed. 

The DROIDS raise their weapons. ANAKIN and PADM� look to 
each other. COUNT DOOKU raises his hand to give the order 
to fire. PADM� looks up suddenly. 

PADM�: Look! 

Above, SIX GUNSHIPS are descending fast through the open 
area in the arena ceiling. They land in a cluster around 
the handful of JEDI. CLONE TROOPERS spill out and start 
firing at the DROIDS. There is a hellstorm of laserfire 
that bounces off the laser shields created by the Gunships. 
YODA appears at the door of one of the Gunships. 

YODA: Circle the Jedi. A perimeter, create, around the 
survivors. 

The SURVIVING JEDI dash to the Gunships and scramble in. 
MACE WINDU hangs on tight as the Gunship, firing all its 
weapons, rises out of the arena up and over the topmost 
rim. 

On the arena grounds, ARTOO beeps as THREEPIO tries to sit 
up. 

C-3PO: What happened? I had the most peculiar dream. 

In another part of the deserted arena, BOBA FETT finds his 
father's battered helmet. Kneeling down, he picks it up and 
lowers his head in sorrow. 

EXTERIOR: GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY 

The massed lines of parked Trade Federation Starships and 
the DROIDS surrounding the arena, are themselves surrounded 
by thousands of Republic Starships, disgorging TENS OF 
THOUSANDS OF CLONE TROOPERS. Beyond, more Republic 
Starships are landing and spewing out troops. 

The Republic Gunships circle towering stalagmites as they 
head toward the assembly point. WINGED GEONOSIANS fire 
laser cannons up at the Gunships. 

INTERIOR: GEONOSIS, COMMAND CENTER - DAY 

DOOKU, POGGLE, NUTE, and RUNE enter a huge command center. 
In the center of the room there is a large circular 
viewscreen and, around the perimeter of the room, GEONOSIAN 
SOLDIERS monitor the CLONE ARMY's advances on large 
semitransparent maps. In one corner of the room there is a 
large monitor flashing a variety of images, like schematics 
to a familiar planet-sized mechanized weapon. 

POGGLE: All our communications have been jammed, We are 
under attack. 

NUTE GUNRAY: The Jedi have amassed a huge army. 

COUNT DOOKU: Where did they get them? That doesn't seem 
possible. How did the Jedi come up with an army so quickly? 

NUTE GUNRAY: We must send all available droids into battle. 

COUNT DOOKU: There are too many. They will soon have us 
surrounded. 

INTERIOR: GUNSHIP NUMBER TWO - DAY 

Ground fire and explosions rock the Gunship. PADM�, ANAKIN, 
and OBI-WAN steady themselves. 

OBI-WAN: Hold on! 

INTERIOR: GEONOSIS, COMMAND CENTER - DAY 

COUNT DOOKU, POGGLE THE LESSER, NUTE GUNRAY, and RUNE HAAKO 
stand around the viewscreen. 

NUTE GUNRAY: This is not going well at all. 

POGGLE: Order a retreat. I am sending all my warriors deep 
into the catacombs to hide. 

RUNE HAAKO: We must get the cores of our ships back into 
space. 

COUNT DOOKU: I'm going to Coruscant. My Master will not let 
the Republic get away with this treachery. 

POGGLE crosses to the holographic schematic and downloads 
it into a cartridge. He gives it to COUNT DOOKU. 

POGGLE: The Jedi must not find our designs for the ultimate 
weapon. If they have any idea of what we are planning to 
create, we are doomed. 

COUNT DOOKU: I will take the designs with me. They will be 
much safer with my Master. 

INTERIOR: GUNSHIP NUMBER ONE - DAY 

MACE WINDU stares at the incredible sight. 

MACE WINDU: Captain, land at that assembly point ahead. 

CLONE CAPTAIN: Yes, sir. 

The Gunship lands. MACE WINDU, KI-ADI-MUNDI, and CLONE 
TROOPERS spill from the Gunship and join the ground battle. 
The Gunship lifts off with YODA on board. 

YODA: Capture Dooku, we must. If escapes he does, he will 
rally more systems to his cause. 

The CLONE TROOPERS open fire with artillery. EXPLOSIONS 
wreck the parked Battle Starships. CLONE TROOPERS advance, 
firing at the massed DROIDS. FIGHTER DROIDS fly overhead, 
exchanging fire with the Gunships and JEDI fighters. 

YODA: More battalions to the left. Encircle them, we must, 
then divide. 

EXTERIOR: BATTLEFIELD, GEONOSIS LANDSCAPE - DAY 

Gunship #2 skims the battlefield, firing down, deflecting 
answering fire from the droids. 

INTERIOR: GUNSHIP NUMBER TWO - DAY 

OBI-WAN, ANAKIN and PADM� watch from the open Gunship. 

On the battleground below, CLONE TROOPERS riding speeder 
bikes advance toward the battlefield. TRADE FEDERATION 
SPIDER DROIDS fire at the CLONE TROOPERS and Republic 
Gunships. Lightsaber-wielding JEDI slash through BATTLE 
DROIDS. The battle rages on. 

Gunship #1 flies low toward TECHNO UNION starships. 

ANAKIN: Aim right above the fuel cells. 

Laser fire pelts the base of the TECHNO UNION ship. Rocked 
with explosions, it begins to tilt over and the Gunships 
split up, flying past. 

OBI-WAN: Good call. Those Federation starships are taking 
off. Target them quickly. 

One TRADE FEDERATION starship begins to rise from its 
docking port. Gunship #2 fires on the starship, with no 
apparent damage. 

ANAKIN: They're too big, Master. The ground troops will 
have to take them out. 

INTERIOR: GUNSHIP NUMBER ONE - DAY 

The Gunship lands at the Command Center. YODA disembarks. 

CLONE COMMANDER: Master Yoda, all forward positions are 
advancing. 

YODA: Very good. Very good. 

INTERIOR: GUNSHIP NUMBER TWO - DAY 

The Gunship continues to fire on the TRADE FEDERATION 
starships. The starships continue to lift into the sky. 

INTERIOR: COMMAND CENTER - DAY 

YODA: Concentrate all your fire on the nearest starship. 

CLONE COMMANDER: Yes, sir. 

The TRADE FEDERATION starship finally begins to weaken 
under the constant fire. The starship begins to fall and 
then explodes in a fireball. 

INTERIOR: GUNSHIP NUMBER TWO - DAY 

OBI-WAN, ANAKIN and PADM� are at the open sides of the 
Gunship. CLONES fire down at the DROIDS below. 

The Gunship slows, circling over a droid gun-emplacement. 
It blasts it, but suddenly the Gunship is rocked by a near 
miss. It lurches violently. 

OBI-WAN: Look over there... 

ANAKIN: It's Dooku! Shoot him down! 

Through the other side of the Gunship, they see a Geonosian 
Speeder racing past. In the open cockpit is the 
unmistakable figure of COUNT DOOKU. 

CLONE CAPTAIN: We're out of ordinance, sir. 

ANAKIN: Follow him! 

PADM�: We're going to need some help. 

OBI-WAN: No, there's no time. Anakin and I can handle this. 

DOOKU signals the two fighters flanking his ship. They veer 
off left and right, loop around, and come up behind our 
heroes' Gunship. To avoid the BEAK-WING fire, the Gunship 
banks up a steep dune but is still hit. The ship lurches on 
its side, and PADM� and a CLONE OFFICER tumble out. 

ANAKIN: Padm�!!! 

ANAKIN stares down in horror as PADM� hits the ground 
below. 

ANAKIN: (continuing; to pilot) Put the ship down! Down! 

OBI-WAN: Don't let your personal feelings get in the way. 
(to the pilot) Follow that speeder. 

The Gunship continues its pursuit of DOOKU's speeder, 
followed by the TWO BEAK-WING fighters. 

ANAKIN: (to pilot) Lower the ship! 

OBI-WAN: Anakin, I can't take DOOKU alone. I need you. If 
we catch him we can end this war right now. We have a job 
to do. 

ANAKIN: I don't care. (to the pilot) Put the ship down. 

OBI-WAN: You'll be expelled from the Jedi Order. 

ANAKIN: I can't leave her. 

OBI-WAN: Come to your senses. What do you think Padm� would 
do if she were in your position? 

ANAKIN: (resigned) She would do her duty. 

EXTERIOR: COMMAND CENTER - DAY 

YODA stands next to the CLONE COMMANDER. He senses 
something is wrong with PADM�. 

YODA: Hmmmm... 

CLONE COMMANDER: The droid army is in full retreat. 

YODA: Well done, Commander. Bring me my ship. 

EXTERIOR: GEONOSIS, DUNES - DAY 

On the ground, a CLONE TROOPER approaches PADM�. 

CLONE TROOPER: Are you all right? 

PADM�: I think so. 

CLONE TROOPER: We better get you back to the Forward 
Command Center. 

PADM�: No, no. Gather up what troops you can. We've got to 
get to that hanger. Get a transport. Hurry! 

INTERIOR: GUNSHIP NUMBER TWO - DAY 

ANAKIN and OBI-WAN watch as COUNT DOOKU's speeder parks 
outside the tower; the Gunship parks next to it. OBI-WAN 
and ANAKIN leap down and run inside the tower. 

INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY 

COUNT DOOKU throws switches on a control panel. His 
Interstellar Sail Ship is parked nearby. 

ANAKIN: You're going to pay for all the Jedi you've killed 
today, Dooku. 

OBI-WAN: (to Anakin): We'll take him together - you go in 
slowly on the... 

ANAKIN: No, I'm taking him now! 

OBI-WAN: Anakin, no! 

ANAKIN charges across the open space at COUNT DOOKU, who 
smiles faintly, watching him come. ANAKIN raises his 
lightsaber. At the last moment, COUNT DOOKU thrusts out an 
arm and unleashes a blast of Force lightning. ANAKIN is 
hurled across the room, and slammed into the opposite wall. 
He slumps to the foot of the wall, semi-conscious. COUNT 
DOOKU moves toward OBI-WAN. 

COUNT DOOKU: As you can see, my Jedi powers are far beyond 
yours. 

OBI-WAN: I don't think so. 

OBI-WAN lifts his lightsaber. COUNT DOOKU smiles and 
ignites his lightsaber. 

OBI-WAN comes in fast, swinging at COUNT DOOKU's head. 
DOOKU parries the cut easily. As they fight, it quickly 
becomes clear that DOOKU is the complete swordsman, 
elegant, graceful, classical - a master of the old style. 

COUNT DOOKU: Master Kenobi, you disappoint me. Yoda holds 
you in such high esteem. 

COUNT DOOKU parries another cut and then thrusts. OBI-WAN 
steps back quickly, panting for breath. 

COUNT DOOKU: Come, come, Master Kenobi. Put me out of my 
misery. 

OBI-WAN takes a deep breath, gets a fresh grip on his 
lightsaber and comes in again. For a moment, he drives 
COUNT DOOKU back. Then DOOKU's superior skill begins to 
tell again, and he forces OBI-WAN to retreat. 

COUNT DOOKU increases the tempo of his attack. OBI-WAN is 
pushed to the limit to defend himself. DOOKU presses. His 
lightsaber flashes. 

OBI-WAN is wounded in the shoulder, then the thigh. He 
stumbles back against the wall, trips, and falls. His 
lightsaber goes skittering across the floor. 

COUNT DOOKU raises his lightsaber. OBI-WAN looks up at him 
helplessly. DOOKU's lightsaber flashes down and CLASHES 
against - ANAKIN's lightsaber! COUNT DOOKU and ANAKIN stare 
eyeball to eyeball. 

COUNT DOOKU: That's brave of you, boy - but foolish. I 
would have thought you'd have learned your lesson. 

ANAKIN: I'm a slow learner. 

And ANAKIN charges at COUNT DOOKU. The force of his attack 
catches the COUNT slightly off balance. ANAKIN's lightsaber 
flashes. COUNT DOOKU draws back. 

COUNT DOOKU: You have unusual powers, young Padawan. But 
not enough to save you this time. 

ANAKIN: Don't bet on it! 

OBI-WAN: Anakin! 

OBI-WAN uses the Force to catch his lightsaber and he 
tosses it to ANAKIN. With TWO LIGHTSABERS, ANAKIN attacks. 
COUNT DOOKU parries and ripostes. It's no contest. ANAKIN 
is driven back against the wall. He loses one lightsaber. 
Finally COUNT DOOKU, in one flashing move, sends ANAKIN's 
arm, cut off at the elbow, flying, still gripping his 
lightsaber. ANAKIN drops to the ground in agony. COUNT 
DOOKU draws himself up to deliver the coup de grace. 

Suddenly, through the thick smoke, emerges the heroic 
figure of YODA. He stops on the smoke-filled threshold. 

COUNT DOOKU: Master Yoda. 

YODA: Count Dooku. 

COUNT DOOKU: You have interfered with our plans for the 
last time. 

COUNT DOOKU levitates machinery, hurling it at the tiny 
figure of the JEDI MASTER. YODA recovers and deflects the 
machinery. COUNT DOOKU then causes great boulders in the 
ceiling above YODA to fall, and again, YODA deflects the 
boulders which fall around him. YODA deflects Force 
lightning thrown at him by the enraged COUNT DOOKU. 

YODA: Powerful you have become, Dooku. The dark side I 
sense in you. 

COUNT DOOKU: I have become more powerful than any Jedi. 
Even you, my old Master. 

COUNT DOOKU continues to hurl Force lightning at YODA, who 
deflects every blast. 

YODA: Much to learn you still have. 

COUNT DOOKU: It is obvious this contest will not be decided 
by our knowledge of the Force, but by our skills with a 
lightsaber. 

COUNT DOOKU whirls his lightsaber in a formal salute. YODA 
draws his lightsaber. Suddenly, COUNT DOOKU charges across 
the space at YODA. He rains down blows upon the tiny 
figure. YODA doesn't budge an inch. For the first part of 
the contest, he parries every cut and thrust that COUNT 
DOOKU aims. Nothing the great swordsman tries gets through. 
His energy drains. His strokes become feeble, slower. 

YODA attacks! He flies forward. COUNT DOOKU is forced to 
retreat. Words are insufficient to describe the range and 
skill of YODA's speed and swordplay. His lightsaber his a 
humming blur of light. Finally, their blades cross and the 
fighting slows. 

YODA: Fought well you have, my old Padawan. 

COUNT DOOKU: The battle is far from over. This is just the 
beginning. 

Then, with all his might, COUNT DOOKU uses the Force to 
pull on one of the cranes in the hanger. It comes crashing 
down toward OBI-WAN and ANAKIN. ANAKIN wakes. But in the 
blink of and eye, ANAKIN and OBI-WAN attempt to hold up the 
crane, using the Force. YODA closes his eyes and 
concentrates, adding his strength to the two fallen JEDI 
and moves the crane aside. COUNT DOOKU runs up the ship's 
ramp, throwing a look back before going inside. 

The sound of the Sail Ship's engines are heard starting up. 

COUNT DOOKU'S Sail Ship takes off. OBI-WAN and ANAKIN 
struggle to the exhausted YODA, but it's too late. The Sail 
Ship rises into the air and flies away. 

EXTERIOR: GEONOSIS, SPACE 

COUNT DOOKU pilots his ship through the asteroid field 
circling Geonosis and into deep space. 

INTERIOR: GEONOSIS, SECRET HANGER TOWER - LATE DAY 

PADM� runs to ANAKIN and throws her arms around him. ANAKIN 
is barely able to stand up. 

EXTERIOR: CORUSCANT, OLD TOWN - DAWN 

COUNT DOOKU's Interstellar Sail Ship glides through a 
deserted, burned-out part of Coruscant. COUNT DOOKU 
maneuvers the ship into one of the empty buildings andlands. 

INTERIOR: CORUSCANT, SECRET LANDING PLATFORM - DAWN 

The ramp lowers. COUNT DOOKU emerges and walks to where the 
hooded figure of DARTH SIDIOUS stands waiting. COUNT DOOKU 
bows. 

COUNT DOOKU: The Force is with us, Master Sidious. 

DARTH SIDIOUS: Welcome home, Lord Tyranus. You have done 
well. 

COUNT DOOKU: I bring you good news, my Lord. The war has 
begun. 

DARTH SIDIOUS: Excellent. (smiling) Everything is going as 
planned. 

EXTERIOR: CORUSCANT, JEDI TEMPLE - SUNSET 

The beautiful temple basks in the red glow of the setting 
sun. 

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - SUNSET 

OBI-WAN: Do you believe what Count Dooku said about Sidious 
controlling the Senate? It doesn't feel right. 

YODA: Becoming unreliable, Dooku has. Joined the dark side. 
Lies, deceit, creating mistrust are his ways now. 

MACE WINDU: Never the less, I feel we should keep a closer 
eye on the Senate. 

YODA: I agree. 

MACE WINDU: Where is your apprentice? 

OBI-WAN: On his way to Naboo. He is escorting Senator 
Amidala home. I have to admit, without the clones, it would 
not have been a victory. 

YODA: Victory? Victory, you say? 

OBI-WAN turns and looks at the sad little Jedi sitting in 
the Council Chamber. 

YODA: Master Obi-Wan, not victory. The shroud of the dark 
side has fallen. Begun, this Clone War has! 

EXTERIOR: CORUSCANT, MILITARY STAGING AREA, BALCONY - 
SUNSET 

PALPATINE, BAIL ORGANA and the MAS AMEDDA, stand looking 
down at the square below. 

TENS OF THOUSANDS OF CLONE TROOPS are drawn up in strict 
formation or move forward in neat files to climb the ramps 
of the Military Assault Ships. 

On the balcony, PALPATINE's expression is deeply sad. 
Everyone watches somberly as, in the square, loaded Assault 
Ships take off. Others land immediately in their place. The 
sky above is thick with transports. CLONE TROOPS march and 
board the Ships. 

The Great Clone War has begun... 

EXTERIOR: NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY 

In a rose-covered arbor overlooking the sparkling lake, 
ANAKIN and PADM� stand before a NABOO HOLY MAN. 

THREEPIO and ARTOO stand by, watching, as the HOLY MAN 
blesses the happy couple and, amid gently falling rose 
petals, ANAKIN and PADM� kiss. 

DISOLVE TO: 

EXTERIOR: GALAXY - SPACE 

END CREDITS OVER STARS 

THE END 

Directed by 
GEORGE LUCAS 

Screenplay by 
GEORGE LUCAS and JONATHAN HALES 

Story by 
GEORGE LUCAS 

Produced by 
RICK McCALLUM 

Executive Producer GEORGE LUCAS 

Director of Photography 
DAVID TATTERSALL, B.S.C. 

Production Designer 
GAVIN BOCQUET 

Editor and Sound Designer 
BEN BURTT 

Costume Designer 
TRISHA BIGGAR 

Casting by 
ROBIN GURLAND 

Music by 
JOHN WILLIAMS 

Starring 
EWAN McGREGOR 
NATALIE PORTMAN 
HAYDEN CHRISTENSEN 
and FRANK OZ as Yoda 

Co-Starring 
IAN McDIARMID 
PERNILLA AUGUST 
AHMED BEST 
OLIVER FORD DAVIES 
TEMUERA MORRISON 
ANTHONY DANIELS 
SILAS CARSON 
KENNY BAKER 
with SAMUEL L. JACKSON as Mace Windu 
and CHRISTOPHER LEE as Count Dooku 

Visual Effects Supervisors 
JOHN KNOLL 
PABLO HELMAN, BEN SNOW 
DENNIS MUREN A.S.C. 

Animation Director 
ROB COLEMAN 

Concept Design Supervisors 
DOUG CHIANG 
ERIK TIEMENS, RYAN CHURCH 

Production Supervisor 
STEPHEN JONES 

First Assistant Director 
JAMES McTEIGUE 

Second Assistant Director 
CLAIRE RICHARDSON 

Second Second Assistant Director 
PAUL SULLIVAN 

High Definition Supervisor 
FRED MEYERS 

CAST 

Obi-Wan Kenobi.........................................EWAN McGREGOR 
Padm�................................................NATALIE PORTMAN 
Anakin Skywalker..................................HAYDEN CHRISTENSEN 
Count Dooku..........................................CHRISTOPHER LEE 
Mace Windu.........................................SAMUEL L. JACKSON 
Yoda........................................................FRANK OZ 
Supreme Chancellor Palpatine...........................IAN McDIARMID 
Shmi Skywalker.......................................PERNILLA AUGUST 
Jango Fett..........................................TEMUERA MORRISON 
Senator Bail Organa......................................JIMMY SMITS 
Cliegg Lars............................................JACK THOMPSON 
Zam Wesell...........................................LEEANNA WALSMAN 
Jar Jar Binks.............................................AHMED BEST 
Dorm�.....................................................ROSE BYRNE 
Sio Bibble........................................OLIVER FORD DAVIES 
Dexter Jettster..........................................RONALD FALK 
Captain Typho...........................................JAY LAGA'AIA 
Watto.................................................ANDREW SECOMBE 
C-3PO................................................ANTHONY DANIELS 
Ki-Adi-Mundi & Nute Gunray..............................SILAS CARSON 
Queen Jamillia........................................AYESHA DHARKER 
Boba Fett...............................................DANIEL LOGAN 
Owen Lars..............................................JOEL EDGERTON 
Beru.............................................BONNIE MAREE PIESSE 
Voice of Lama Su......................................ANTHONY PHELAN 
Voice of Taun We...........................................RENA OWEN 
Madame Jocasta Nu....................................ALETHEA McGRATH 
Hermione Bagwa..........................................SUSIE PORTER 
Elan Sleazebaggano........................................MATT DORAN 
Lott Dod.................................................ALAN RUSCOE 
Plo Koon..................................................MATT SLOAN 
Cord�................................................VERONICA SEGURA 
Mas Amedda..............................................DAVID BOWERS 
Naboo Lieutenant.................................STEVE JOHN SHEPHERD 
Clone Trooper...................................BODIE 'TIHOI' TAYLOR 
Senator Orn Free Taa......................................MATT ROWAN 
Senator Ask Aak.........................................STEVEN BOYLE 
Kit Fisto...........................................ZACHARIAH JENSEN 
J.K.Burtola...............................................ALEX KNOLL 
Mari Amithest.......................................PHOEBE YIAMKIATI 
R2-D2....................................................KENNY BAKER 
Oppo Rancisis...........................................JEROME BLAKE 
Eeth Koth..............................................HASSANI SHAPI 
Adi Gallia.......................................................GIN 
Saesee Tiin.............................................KHAN BONFILS 
Even Piell.........................................MICHAELA COTTRELL 
Depa Billaba.....................................DIPIKA O'NEILL JOTI 


Supervising Art Director 
PETER RUSSELL 

Art Directors 
JONATHAN LEE, IAN GRACIE 
PHIL HARVEY, MICHELLE McGAHEY, FRED HOLE 

Assistant Art Directors 
JACINTA LEONG 
CLIVE MEMMOTT 

Art Department Coordinator 
COLETTE BIRRELL 

Draftspeople 
ANDREW POWELL, EDWARD COTTON 
PETER MILTON, DAMIEN DREW 

Junior Draftspeople 
MARK BARTHOLOMEW 
ANDREW CHAN, CINDI KNAPTON, PAUL OCOLISAN 

Set Model Makers 
BEN COLLINS 
KERRYANNE JENSEN, MICHAEL KELM 

Conceptual Researcher 
DAVID CRAIG 

Graphics / 3D Modeller 
PHENG SISOPHA 

Art Department Runners 
RODERICK ENGLAND 
CHRIS PENN 

Art Department Supervisor 
FAY DAVID 

Concept Artists 
IAIN McCAIG, DERMOT POWER 
JAY SHUSTER, ED NATIVIDAD, MARC GABBANA 
KURT KAUFMAN, PHIL SHEARER, RAVI BANSAL 

Storyboard Artists 
MARK SEXTON 
RODOLFO DAMAGGIO 

Sculptor 
TONY LEES 

Concept Sculptors 
ROBERT E. BARNES 
MICHAEL PATRICK MURNANE, TONY McVEY 

Concept Model Makers 
JOHN GOODSON 
JOHN DUNCAN, CAROL BAUMAN, R. KIM SMITH 

Art Department Assistants 
BETHWYN GARSWOOD 
RYAN MENDOZA, ROEL ROBLES 
MATTHEW SAXON, MICHAEL SMALE 

Pre-Visualization / Effects Supervisors 
DANIEL D. GREGOIRE & DAVID DOZORETZ 

Pre-Visualization / Effects Artists 
EUISUNG LEE 
ROBERT KINCAID, SIMON DUNSDON, GARY LEE 
BRADLEY ALEXANDER, PAUL TOPOLOS 
BRIAN CHRISTIAN, KATIE COLE 
MATTHEW WARD, RAYMOND WONG, BRIAN POHL 

Stunt Coordinator / Swordmaster 
NICK GILLARD 

Assistant Stunt Coordinator 
RICHARD BOU� 

Obi-Wan Stunt Double 
NASH EDGERTON 

Jango Stunt Double 
SCOTT McLEAN 

Dooku Stunt Double 
KYLE ROWLING 

Padm� Stunt Doubles 
GILL STRATHAM, CARLY HARROP 

Stunt Performers 
DANIEL STEVENS, AVRIL WYNNE 
CHRIS MITCHELL, DEAN GOULD, DAR DAVIES 
ROBERT SIMPER, JON HEANEY 
RAY ANTHONY, JOSS GOWER 

Production Manager (Tunisia) 
PETER HESLOP 

Script Supervisor 
JAYNE-ANN TENGGREN 

Unit Manager 
TIC CARROLL 

Production Coordinators 
PAUL RANFORD 
ISOBEL THOMAS, ANNA HALL 

Assistant Production Coordinators 
JACQUELINE KING 
POLLY LEACH 

Executive Assistants to George Lucas 
JANE BAY 
SARITA PATEL 

Assistant to George Lucas 
ANNE MERRIFIELD 

Australian Assistant to 
Rick McCallum JACQUI LOUEZ 

US Assistants to 
Rick McCallum 
ARDEES RABANG JUNDIS, ALVIN LOPEZ 

IT Manager 
PAUL MATWIY 

Network Manager 
PETER HRICAK 

Unit Nurse 
JACQUIE ROBERTSON 

Extras Casting 
MAURA FAY, ROS BREDEN 

Casting Assistant 
VANESSA SULMAN 

Artists' Assistants 
JILL GOLDBERG 
LEONARD THOMAS, CHLOE MOSS, ALICE LANAGAN 

Third Assistant Director 
GORDON WESTMAN 

Set PA 
SAM SMITH 

Production Assistants 
ALI KESHAVJ, FELICITY GIBBINS 

Production Runners 
JOSHUA WATKINS, TIM LION 

Safety Supervisor 
SOTIRI SOTIROPOULOS 

Security 
GEORGE HATSATOURIS, GAY COBHAM 

Construction Nurse 
MARGUERITTE O'SULLIVAN 

Production Controller 
KATHRYN RAMOS 

Production Accountant 
KEVIN PLUMMER 

Assistant Accountants 
VALERIE WILLIAMS 
PATRICK PLUMMER, JANNINE DIXON 
BELINDA LOWSON 

Accounts Assistant 
AYSE SELCUK 

UK Accountant 
RAJESHREE PATEL 

Accounting Manager 
WENDY GORMAN 

Art Department Accountant 
DEBORAH EASTWOOD 

Location Accountant (Tunisia) 
ROBERT THREADGOLD 

Assistant Accountant (Tunisia) 
TRACI DUXBURY 

Location Accountant (Italy) 
VAL SUNDERLAND 

High Definition Camera Supervisor 
FRED MEYERS 

Camera Operator / Steadicam Operator 
BRAD SHIELD 

Camera Operator 
CALUM McFARLANE 

Focus Pullers 
BRETT MATTHEWS, DAMIAN WYVILL 

Camera Assistants 
LUKE NIXON, JASON BINNIE 

High Definition Camera Assistant 
MATT HUNT 

Video Split Operator 
MICHAEL TAYLOR 

Video Split Assistant 
CAMERON MORLEY 

Techno Crane Operator 
GEOFF BROWN 

Assistant Techno Crane Operator 
JASON KLAFFER 

Key Grip 
DAVID NICHOLS 

Best Boy Grip 
JORGE ESCANUELA 

Dolly Grips 
MICK VIVIAN, MATT COPPING 

Key Rigging Grip 
ADY ROSE 

Rigging Grips 
PAUL ANDERSON, MAL BOOTH 
MICHAEL RICH 

Sound Recordist 
PAUL 'SALTY' BRINCAT 

Boom Operator 
ROD CONDER 

Cable Person 
BEN LINDELL 

Matchmove Assistant 
FELIX POMERANZ 

Set Decorator 
PETER WALPOLE 

Assistant Set Decorator 
BEV DUNN 

Assistant Set Decorator (Tunisia) 
DOMINIC HYMAN 

Prop Buyer 
ANDREW CRICHTON 

Set Decorating Buyer 
TONY XEROS 

Set Decorating Draftsperson 
GODRIC COLE 

Set Decorating Coordinator 
JOANNE TASTULA 

Props Scenic Artist 
MICHAEL DAYMAN 

Props Painter 
REUBEN HILL 

Chargehand Prop Dressers 
SHANE AUMONT 
MATT MILGATE 

Upholsterer 
IAN ANDREWARTHA 

Assistant Upholsterer 
SANDRA CARRINGTON 

Stand-By Propman 
ROBERT MOXHAM 

Assistant Stand-By Propman 
PETER KODICEK 

Practical Electrics 
GRAHAM BEATTY, DAVID FELGAR 

Property Master 
TY TEIGER 

Assistant Property Master 
JOHN-PAUL (LON) LUCINI 

Model Making Supervisor 
PETER WYBORN 

Model Making Foreman 
TREVOR SMITH 

Model Making Leading Hands 
JIM LENG, ADAM GRACE 
NICK BERNYK, LEWIS P. MORLEY 

Leading Mould Maker 
KEITH RAE 

Pattern Maker 
GUY MASEK 

Engineer 
CAL FOOTE 

Mechanic 
THOMAS VAN KOEVERDEN 

Model Making Coordinators 
TRISH FOREMAN 
TANYA HARPER 

Props Runner 
SAM FORD 

Prop Storeman 
CHARLY WRENCHER 

Model Making Runner 
NICOLE VAN LAMBAART 

Prop Dressers 
SOPHIE BUTTNER, MATTHEW COOK 
CRAIG FISON, JEREMY FULLER, BRYCE TIBBEY 
DION HORSTMANS, ZACHAREY JANE 
ANGUS MACDONALD, JAN EDWARDS 
ALEX BOSWELL, ANTON PARSONS, RICK HOWIE 
KERRIE VAN LAMBAART, JASON CHRISTOPHER 
GLENN SHERIDAN, ROBERTO WEIL MACHADO 
ZVIKA ALONI, BERT BURLESS 
SETH AITKIN, MARC BAROLD 

Model/Mould Makers 
STEVEN REID, KEVIN McMANUS 
MARK POWELL, MATTHEW COTTER 
RUTH WYNNE, RUSSELL LOWE, BILL DEMERY 
SIMON MOUNCEY, WAYNE STARKEY 
LUIS FONSECA, JESSIE WALKER-STEWART 
LAURIE HUGHES, BRETT HARRISON 
RONALD RAMETTA, ROBERT BERRYMAN 
ROWAN WADEMAN, CHRIS DEBNEY 
THOMAS PERRY, RAY JENKINS, ADRIAN BRITNELL 
OWEN LAWRENCE, BRAD BURNET, JAMES MORGAN 
DAVID McPHAIL, DAVID NAGEL 
CHRIS MARINOVICH, CRAIG LONGHURST 
TIM McGAW, DAVID WILLIS, MARIO EGIZIANO 

Assistant Costume Designer 
MICHAEL MOONEY 

Costume Supervisor 
NICOLE YOUNG 

Costume Props Supervisor 
IVO COVENEY 

Assistant Costume Designer 
JASON GIBAUD 

Assistant Costume Props Supervisor 
MARTIN REZARD 

Senior Costume Fabric Painter 
TIM SHANAHAN 

Senior Leather Accessories 
KEN BARNETT 

Costume Buyers 
KARIN THORN, RHONDA NOHRA 

Assistant Designers 
ANN MASKREY 
JACQUELINE DURRAN 

Cutters 
KAY COVENEY, TERRY THORLEY 
JULIE BRYANT, ANTHONY PHILLIPS, ALLAN LEES 
ROBERTA TATE, SHERYL PILKINTON 
PATRICIA HIGGS, SALLY STEELE 
JUDITH MESCHKE, GLORIA BAVA 
ESTHER WALTERS 

Workroom Assistants 
CELINDA ALVARADO 
JULIE BEACH, LARINA BENNETT, JUSTINE BRIEN 
ARLENE CLEMENT, MONIQUE DONALDSON 
MICHELLE EREAUX, VALERIE EVANS 
DIDI FITZGERALD, TRACEY GARDNER 
ANDREA GASKILL, ROBIN HALL, JULIE HERLIHY 
FIONA HOLLEY, DANIELLE LAWSON, GAYE LEE 
PENNY MACKIE, VICKI MARTIN, ANNE MATHESON 
SUZANNE McRAE, YVETTE MEINS 
DEBBIE MILLINGTON, SUSAN MILLNER 
MUSETTE MOLYNEAUX, JULIE NETHERCOAT 
MARNIE ORMISTON, MAUREEN ROSA, JACKIE ROSS 
MARCIA SMITH, JOAN STALEY, REBECCA TANCRED 
MELISSA THORNTON, ROSLYN TIDDY 
MARGARET TREVILLION, ALICE VARGAS 

Costume Props 
JUSTIN BROWN, WILL CHIU 
HESTER CLARK, ROBERT COLHOUN, REUBEN HART 
THOMAS HILL, AMANDA-JANE AMPHLETT 
THOMAS KELSO, TOM LAMPROPOULOS 
ANNA MARCHANT, ZOE SKINNER, WILLIAM NEAVE 
JO-ANNE PARKIN, JOANNA PULLEN 
FELICITY WIECEK, KIRSTIE RICKWOOD 
LOUISE SHAW, KARA WALSH, ASTRID FISHER 

Senior Milliner 
RICK McGILL 

Milliners 
FIONA NICHOLS, VIRGINIA SETTRE 

Fabric Painter/Dyers 
NICOLA McINTOSH 
NATALIE BRACHER 

Dyer 
REBECCA VILLIERS 

Graphics Assistant 
TRACY JAMES 

Administrative Assistant 
JACQUELINE FENTON 

Costume Coordinator 
VANESSA EDWARDS 

Leather Accessories 
GORDON BARNETT 
VAJRA BARNETT, DARREN COWIE 
HAZEL TRUDGEN 

Costume Runners 
CRAIG McCLEMENTS 
AMBER REYNOLDS, PETER TSELEPI 

Wardrobe Supervisor 
LYN ASKEW 

Key Costume Stand-By 
HEATHER LAURIE 

Costume Stand-Bys 
JULIE-ANNE BARTON 
JAMELLA HASSAN 

Assistant Costume Stand-Bys 
MANUELA MASOCH 
CAROLYN WELLS 

Crowd Stand-Bys 
WENDY ASHER, FIONA NICOLLS 
LAURA HICKEY, SHEREEN KHAN 
TERRI KIBBLER, MARIANNE McKEON 
DANIEL OWEN, JO O'CONNOR, HELEN PEACOCK 

Special Embroidery by 
FULLERTON DESIGN EMBROIDERY 

Beading by 
KAREN TORRISI BEADING 

Supervising Construction Manager 
DAVID BUBB 

Construction Manager 
GREG HAJDU 

Assistant Construction Manager 
ROB SUTTON 

Head Foreman 
MARK JONES 

Construction Foremen 
SEAN AHERN 
ANDY STAIG, PETER COY 

Leading Hands 
BRETT BARTLETT, GARTH TOMPKINS 
IAN BICKERTON, KRISTIAN KIELLAND 
NORMAN WRAY 

Head Fibrous Plasterer 
KEN BARLEY 

Supervising Plasterers 
STEPHEN COURT 
MICHAEL GARDINER, ROGER GILLESPIE, PAUL KING 

Plaster Foreman 
JOHN MURCH 

Plaster Leading Hand 
TONY GREENHILL 
PETER BRADFORD 

Steel Foreman 
WAYNE PORTER 

Steel Leading Hand 
ROD NASH 

Head Rigger 
STEVE SANSOM 

Supervising Rigger 
WARREN JONES 

Leading Hand Riggers 
RAY DEW, ROD SCOTT 
DARRYL DEMPSEY, NICK MORRELL 

Head Scenic Painters 
MATT CONNORS 
MICKY GUYETT 

Head Scenic Foreman 
ALAN BROWN 

Scenic Foremen 
STEVE WARREN 
MARTIN BRUVERIS, DANNY STRACHAN 

Scenic Leading Hands 
GAETANO LAGANA 
JOHNNY 'JESUS' SELLA, JOLYON SIMPSON 
LINDA SANG, PETA BLACK, GREG COMMERFORD 

Stand-By Carpemter 
RICHARD CROWE 

Construction Coordinator 
EMILY SAUNDERS 

Assistant Construction Coordinator 
SHANTHI NADARAJA 

THANKS TO ALL THE AUSTRALIAN CONSTRUCTION CREW 

Gaffer 
EDDIE KNIGHT 

Best Boys 
STEWART MONTEITH, MOSES FOTOFILI 

Rigging Gaffer 
IAIN MATHIESON 

Rigging Best Boy 
PHIL MULLIGAN 

Electricians 
KEVIN BLYTH, GRAEME COOK 
LUKE CROSS, JOHN CUMMINGS, JOHN ELLARD 
RUSSELL FEWTRELL, MARK HARRIS 
GILLIAN HUXLEY, STEVE JOHNSON, PAUL KLICIN 
JOEL KLINGER, ALEX LAGUNA, GREG LITTLE 
PENI LOLOA, BRECAN MITCHELL, SCOTT ROGERS 
CAREY SMITH, GRANT WILSON 

Make-Up Supervisor 
LESLEY VANDERWALT 

Make-Up Artists 
LYNN WHEELER 
WIZZY MOLINEAUX 

Make-Up Assistant 
JANE ATHERTON 

Key Hair Stylist 
SUE LOVE 

Hairdressers 
WENDY DE WAAL 
JEN STANFIELD. SIMON ZANKER 

Colour Artist 
DANIEL GALVIN 

Creatures Supervisor 
JASON BAIRD 

Creature Foreman 
GAB FACCHINEI 

Creature Technicians 
STUART ROWSELL 
STEVEN BOYLE, TY BATTERHAM, TRISH BRETLAND 

Lead Animatronic Foreman 
MATT SLOAN 

Lead Animatronic Technician 
MARTIN CROWTHER 

Creature Make-Up Artists 
DAMIEN MARTIN 
ELKA WARDEGA 

Creatures Runner 
HILTON HOWSON 

Special Effects Supervisor 
DAVE YOUNG 

Special Effects Technicians 
HERMAN BRON 
BRIAN OSMOND, BERNARD GOLENKO 
GERARD COLLINS 

Special Effects Buyer 
PETER FORBES 

Droid Unit Supervisor / R2-D2 Operator 
DON BIES 

Droid Unit Technicians 
JUSTIN DIX, TREVOR TIGHE 

Droid Unit Coordinator 
ZEYNEP SELCUK 

1st Assistant Editor 
TODD BUSCH 

Assistant Editors 
JOSEPH JETT SALLY, CHERYL NARDI 

Location Assistant Editor 
JASON BALLANTINE 

Location Apprentice Editor 
ALLISON GIBBONS 

Post Production Supervisor 
JAMIE FORESTER 

Technical Supervisor 
MICHAEL BLANCHARD 

SPECIAL VISUAL EFFECTS AND ANIMATION by 
INDUSTRIAL LIGHT & MAGIC 
A Division of Lucas Digital Ltd. 
Marin County, California 

Visual Effects Executive Producer 
JUDITH WEAVER 

Visual Effects Producers 
JILL BROOKS 
GRETCHEN LIBBY, HEATHER MACDONALD 

Visual Effects Art Director 
ALEX JAEGER 

Computer Graphics Supervisors 
KEVIN BARNHILL 
DANIEL GOLDMAN, SAMIR HOON, ROBERT MARINIC 
DAVID MENY, CURT MIYASHIRO 
PATRICK T. MYERS, HENRY PRESTON 

Digital Compositing Supervisors 
JEFF DORAN 
DORNE HUEBLER, MARSHALL KRASSER 

Digital Modeling Supervisors 
GEOFF CAMPBELL 
RUSSELL PAUL 

Viewpaint Supervisor 
JEAN BOLTE 

Animation Supervisors 
CHRISTOPHER ARMSTRONG 
HAL HICKEL 

Technical Animation Supervisor 
JAMES TOOLEY 

Lead Animators 
LINDA BEL, SCOTT BENZA 
SUE CAMPBELL, PETER DAULTON, PAUL GRIFFIN 
TIM HARRINGTON, PAUL KAVANAGH 
VICTORIA LIVINGSTONE, GLEN McINTOSH 
CHRISTOPHER MITCHELL, STEVEN NICHOLS 
STEVE RAWLINS, JAMY WHELESS 
ANDY WONG, SYLVIA WONG 

Digital Color Timer 
NATASHA LEONNET 

Sequence Supervisors and Development Leads 
LEAH ANTON, PATRICK BRENNAN 
TOMMY BURNETTE, TAMALA CARTER, IAN CHRISTIE 
GRADY COFER, PATRICK CONRAN, MICHAEL CONTE 
CAITLIN CONTENT, JAY COOPER 
MICHAEL DI COMO, LEANDRO ESTEBECORENA 
WILLI GEIGER, HOWARD GERSH, JEREMY GOLDMAN 
INDIRA GUERRIERI, CRAIG HAMMACK 
NEIL HERZINGER, DAVID F. HORSLEY, POLLY ING 
ERICH IPPEN, ED KRAMER, ERIK KRUMREY 
HAYDEN LANDIS, LENNY LEE, JONATHAN LITT 
SEAN MACKENZIE, KHATSHO ORFALI 
PHILIPPE REBOURS, DOUGLAS J. SMITH 
KEVIN SPROUT, NIGEL SUMNER, DOUG SUTTON 
CHAD TAYLOR, PATRICK TUBACH, DENNIS TURNER 
JOHN WALKER, CHRISTOPHER WHITE 
RONNIE WILLIAMS JR., DEAN Y�RKE 

Digital Effects Artists 
SHADI ALMASSIZADEH 
OKAN ATAMAN, JEFFREY ARNOLD, AL BAILEY 
MICHAEL BALTAZAR, JEAN-PAUL BEAULIEU 
KATHLEEN BEELER, JEFFREY BENEDICT 
SUZANNE BERGER, BEVERLY BERNACKI 
MATTHEW BLACKWELL, ROB BLUE, STELLA BOGH 
ARON BONAR, ROBERT BOURGEAULT, SAM BREACH 
BILLY BROOKS, JASON BROWN, CATHY BURROW 
BERNARD CEGUERRA, CEDRICK CHAN, YINA CHANG 
PETER CHESLOFF, PAUL CHURCHILL 
CHRIS CIAMPA, RICHARD CLARKE, RAFAEL COL�N 
BRIAN CONNOR, SCOTT DAVID 
KATHLEEN DAVIDSON, DENNIS DAVIS 
EMMET DOYLE, RICHARD DUCKER, RAUL ESSIG 
ALEX ETHIER, BILL EYLER, TOM FEJES 
ERIC FERNANDES, KELLY FISCHER 
CHRISTIAN FOUCHER, CARL FREDERICK 
DAVID FUHRER, RYAN GALLOWAY 
GONZALO GARRAMUNO, BRIAN GEE 
CHRISTOPHER GEORGE, BILL GILMAN 
ARCHIE GOGOLADZE, DAVID GOTTLIEB, JIM GREEN 
BRANKO GRUJCIC, MARY BETH HAGGERTY 
MICHAEL HALSTED, MARK HAMILTON 
JOHN HANSEN, BENJAMIN HAWKINS, KELA HICKS 
SHAWN HILLIER, IAN HOUSE, JEN HOWARD 
DAVE R. HOWE, PEG HUNTER 
THOMAS HUTCHINSON, MICHAEL JACKSON 
SAMSON KAO, LOUIS KATZ, RUSSELL KOONCE 
RYAN LANEY, JEROEN LAPRE, TOAN-VINH LE 
JOSHUA LEBEAU, DANIEL LEUNG, DANIEL LOBL 
DANIEL MA, DOUG MACMILLAN, DAVID MARSH 
MARCEL MARTINEZ, KEVIN MAY, MORRIS MAY 
WILL McCOY, KEVIN McGOWAN, JENNIFER McKNEW 
JUSTIN METTAM, JOSEPH METTEN, TORY MERCER 
STEVEN MOLIN, SEBASTIEN MOREAU 
ANDREW MORLEY, MICHAEL MUIR 
DARYL MUNTON, MYLES MURPHY, JENNIFER NONA 
MASAYORI OKA, JOSHUA ONG, SCOTT PALLEIKO 
JOE PAVLO, DANIEL PEARSON, ROBERT POWELL 
SCOTT PRIOR, RICARDO RAMOS, DYLAN ROBINSON 
AMANDA RONAI, ALAN ROSENFELD 
KIMBERLY ROSS, JASON ROSSON, JAMES ROWELL 
BARRY SAFLEY, STEVE J. SANCHEZ 
FREDERIC SCHMIDT, VICTOR SCHUTZ 
ANTHONY SHAFER, PAUL SHARPE, BRIAN SORBO 
DAMIAN STEEL, CHRISTOPHER STILLMAN 
RUSS SUEYOSHI, DANIEL SUNWOO 
BLAKE SWEENEY, CATHERINE TATE 
NOAH TAYLOR, VINCENT TOSCANO, ALEX TROPIEC 
TODD VAZIRI, PASCALE VILLE, ERIC VOEGELS 
BEN VON ZASTROW, KELLY WALSH 
ROBERT WEAVER, SUSAN WEEKS, R.D. WEGENER 
DAVID WEITZBERG, COLIE WERTZ, JEFF WOZNIAK 
MELVA YOUNG, RICCARDO ZANETTINI 
Animators CHARLES ALLENECK, CARLOS BAENA 
MARC CHU, SEAN CURRAN, ANDREW DOUCETTE 
C. MICHAEL EASTON, LESLIE FULTON 
KAMERON GATES, ANDREW GRANT 
LESLEY HEADRICK, JEFF JOHNSON, MAIA KAYSER 
PETER KELLY, SHAWN KELLY, TRISH KRAUSE 
GREG KYLE, DAVID LATOUR, NEIL LIM SANG 
KEVIN MARTEL, CHRISTOPHER MINOS 
RICK O'CONNOR, JAKUB PISTECKY, MARK POWERS 
MIKE QUINN, JAY RENNIE, MAGALI RIGAUDIAS 
P. KEVIN SCOTT, TOM ST. AMAND, KIM THOMPSON 
DELIO TRAMONTOZZI, DAVID WEATHERLY 
DAVID WEINSTEIN, ERIC WONG 
CHRISTINA YIM, VIRGINIE MICHEL D'ANNOVILLE 

Digital Model Development and Construction Artists 
ANDREW ANDERSON, MICHAEL BALOG 
LEIGH BARBIER, STEVE BELL, SXOTT BONNENFANT 
MARIA BOWEN, TIMOTHY BRAKENSIEK 
RON BUBLITZ, ANDREW CAWRSE, PAMELA CHOY 
WILLIAM CLAY, VINCENT DE QUATTRO 
JON FARMER, DEREK GILLINGHAM 
LIOUDMILA GOLYNSKAIA, BRIDGET GOODMAN 
DYLAN GOTTLIEB, FRANK GRAVATT 
RUDY GROSSMAN, BRUCE HOLCOMB 
ROBBIN HUNTINGDALE, MOON-JUNG KANG 
JEFFREY KEMBER, HYUN KIM, MICHAEL KOPERWAS 
KELVIN LAU, SUNNY LEE, ANDREA MAIOLO 
SCOTT MAY, STEVE McGRATH, TAREQ MIRZA 
RICHARD MOORE, GIOVANNI NAKPIL 
TIMOTHY NAYLOR, SUSAN ROSS 
JUAN-LUIS SANCHEZ, STEVEN SAUERS, LARRY TAN 
LEE UREN, OMZ VELASCO, STEVEN WALTON 
LI-HSIEN WEI, RON WOODALL 
KEIJI YAMAGUCHI, KEN ZIEGLER 

Digital Matte Sequence Supervisors 
YUSEI UESUGI 
PAUL HUSTON, JONATHAN HARB 

Digital Matte Artists 
JETT GREEN 
TOSHIYUKI MAEDA, KENT MATHESON 
BRETT NORTHCUTT, MATHIEU RAYNAULT 
MARK SULLIVAN, MASAHIKO TANI, SIMON WICKER 
SUSUMU YUKUHIRO, WEI ZHENG 

Rotoscope Supervisor 
JACK MONGOVAN 

Rotoscope Leads 
KATIE MORRIS, HEIDI ZABIT 

3D Matchmove Supervisor 
JASON SNELL 

3D Matchmove Leads 
AMY CHRISTENSEN 
MARLA NEWALL 

Motion Capture Supervisor 
JEFF LIGHT 

Senior Visual Effects Editor 
SCOTT BALCEREK 

Visual Effects Editors 
NIC ANASTASSIOU 
ANTHONY PITONE 

Visual Effects Accountants 
PAMELA KNOTT 
MARC OSTROFF 

Visual Effects Production Managers 
JULIE D'ANTONI 
JEANMARIE KING, WILLIAM TLUSTY 

Visual Effects Coordinators 
LLESLLE ACLARO 
WAYNE BILLHEIMER, ELIZABETH BROWN 
ANTHONY BUTLER, JULIE CREIGHTON 
NINA FALLON, LEIGH ANN FAN 
MONIQUE GOUGEON, PAULA NEDERMAN 
DALE TAYLOR 

Digital Rotoscope/Paint Artists 
TRANG BACH 
ALICIA BISSINGER, MICHAELA CALANCHINI 
GRACE CHENEY, ERIC CHRISTENSEN, LEE CROFT 
AMANDA FINKELBERG, DAWN GATES 
JENNIFER GONZALEZ, PASCALE HERY 
JIRI JACKNOWITZ, REGAN McGEE 
KRISTEN MILLETTE, LAUREN MORIMOTO 
JENNIFER MURRAY, AARON MUSZALSKI 
C. ANDREW NELSON, LESLIE SAFLEY 
AMY SHEPARD, M. ZACHARY SHERMAN 
DAVID SULLIVAN, ALAN TRAVIS, KATE TURNER 
ERIN WEST, DOUG WRIGHT 

Matchmove and Motion Capture Artists 
LANNY CERMAK 
TERRY CHOSTNER, ALEXANDRE FRAZAO 
MARIA GOODALE, DAVID HANKS 
WENDY HENDRICKSON-ELLIS, KERRY LEE 
JODIE MAIER, DAVID MORRIS, MELISSA MULLIN 
MICHAEL ORLANDO, ERIC ROTH 
JEFFREY SALTZMAN, MIKE SANDERS 
BRANDON WARNER 

Visual Effects Conceptual Artists 
CHRISTIAN ALZMANN 
MICHAEL BRUNSFELD, WARREN FU 
PHILIP METSCHAN, WILSON TANG 

Visual Effects Editorial and Imaging Services Group 
JEROME BAKUM, RANDY BEAN, ROBERT BONSTIN 
DIANE CALIVA, ROB DE HAAN, GEORGE GAMBETTA 
JOSEPH GOLDSTONE, CLAUDINE GOSSETT 
LARRY HOKI, MICHAEL HUTCHINSON 
LARS JENSVOLD, GRACE LAN, JIM MILTON 
TODD MITCHELL, MIKE MORGAN 

Video Engineering and Digital Technologies 
KIPP ALDRICH, BILL ANDERSON, ERIC BERMENDER 
ROD BOGART, RUSSELL DARLING, DAN LARGE 
SEBASTIAN MARINO, GARY MEYER 
MARCUS NORDENSTAM, DAVID NAHMAN-RAMOS 
TONY PELLE, PHIL PETERSON, ARI RAPKIN 
NEIL ROBINSON, MICHAEL THOMPSON 
Visual Effects Production and Technical Support 
AMY ALLEN, DHYANA BRUMMEL, DAMIEN CARR 
CHRISTINE CASTELLANO, MAI DELAPA 
MATTHEW EDWARDS, ROBERT GIANINO 
RANDY GON, JEFF GREBE, IAN JENKINS 
KRISTY KING, KATHLEEN LYNCH, SCOTT MEASE 
STEPHEN RIERA, ANTHONY RISPOLI 
JOHN SIGURDSON, TERRANCE TORNBERG 
AMY TREVOR, GORDON WITTMANN 
DANIEL ZIZMOR 

Model Supervisor 
BRIAN GERNAND 

Model Makers 
LAUREN ABRAMS 
BARBARA AFFONSO, CHARLES BAILEY 
SALVATORE BELLECI, NICHOLAS BOGLE 
MARK BUCK, FON DAVIS, BRYAN DEWE 
ROBERT EDWARDS, THOMAS EHLINE 
DAVID FOGLER, JON FOREMAN, CHRISTOPHER GAW 
STEVE GAWLEY, JON GUIDINGER, NEAL HALTER 
NELSON HALL, AARON HAYE 
LOREN HILLMAN-MORGAN, PEGGY HRASTAR 
GRANT IMAHARA, MICHAEL JOBE, VICTORIA LEWIS 
ALAN LYNCH, MICHAEL LYNCH, RICHARD MILLER 
DAVID MURPHY, BENJAMIN NICHOLS 
RANDY OTTENBERG, ALAN PETERSON 
LORNE PETERSON, JUAN PRECIADO 
THOMAS PROOST, MITCHEL ROMANAUSKI 
ADAM SAVAGE, ROY SUTHERLAND, LAUREN VOGT 
DANIEL WAGNER, MARK WALAS, MELANIE WALAS 

Effects Directors of Photography 
CARL MILLER 
MARTIN ROSENBERG, PATRICK SWEENEY 

1st Assistant Camera Operators 
MICHAEL BIENSTOCK 
ROBERT HILL, RICHARD McKAY, DENNIS ROGERS 

Vision Engineers 
SPRAGUE ANDERSON 
ROBERT FREY, DAVID LEZYNSKI, CALVIN ROBERTS 

Javva the Hutt 
MICHAEL SMITH 

Costume Supervisor 
GILLIAN LIBBERT 

Gaffers 
THOMAS CLOUTIER, RICHARD DEMOLSKI 
BRAD JERRELL, TIMOTHY MORGAN 
MICHAEL OLAGUE 

Key Grips 
WILLIAM BARR 
ROD JANUSCH, DAVID WATSON 

Grip 
CARL ASSMUS 

Construction Coordinator 
CRAIG MOHAGEN 

Construction 
CHARLES RAY 

Special Effects Supervisor 
GEOFFREY HERON 

Special Effects Technician 
ROBERT CLOT 

IN MEMORY OF STEVE BELL 

POST PRODUCTION SOUND SERVICES PROVIDED BY 
SKYWALKER SOUND 
A Division of Lucas Digital Ltd. 
Marin County, California 

Re-Recording Mixers 
GARY RYDSTROM 
MICHAEL SEMANICK, RICK KLINE 

Supervising Sound Editors 
BEN BURTT 
MATTHEW WOOD 

Sound Effects Editors 
TERESA ECKTON 
BRUCE LACEY 

Sound Fu 
CHRISTOPHER SCARABOSIO 

Dialogue/ADR Editors 
MARILYN McCOPPEN 
STEVE SLANEC 

Foley Editors 
MARY HELEN LEASMAN 
KEVIN SELLERS 

Supervising Assistant Editor 
COYA ELLIOTT 

Assistant Sound Editor 
ELEANOR BEATON 

Assistant Dialogue/ADR Editor 
MICHAEL AXINN 

Apprentice Sound Editor 
DAVID ACORD 

Digital Audio Transfer Supervisor 
JONATHAN GREBER 

Digital Audio Transfer 
CHRISTOPHER BARRON 
TIM BURBY 

ADR Recorded at 
SOUNDFIRM, SYDNEY & MELBOURNE 
MANDRILL AUDIO, AUCKLAND 
4MC, LONDON 

Foley Mixer 
FRANK 'PEPE' MEREL 

Foley Recordist 
TRAVIS CRENSHAW 

Foley Artists 
DENNIE THORPE 
JANA VANCE 

Re-Recordist 
RONALD G. ROUMAS 
BRIAN MAGERKURTH 

Skywalker Sound Accountant 
RENEE RUSSO 

Mix Technicians 
JURGEN SCHARPF, KENT SPARLING 
JUAN PERALTA, BRANDON PROCTOR 

Machine Room Operators 
SEAN ENGLAND 
MARK PURCELL 

Video Services 
JOHN TORRIJOS, ED DUNKLEY 

Projectionist 
SCOTT BREWER 

Supervising Music Editor 
KEN WANNBERG 

Music Editor 
PETER MYLES 

Assistant Music Editor 
STEVEN R. GALLOWAY 

Music Recorded at 
ABBEY ROAD STUDIOS 

Scoring Engineer 
SHAWN MURPHY 

Scoring Assistants 
ANDREW DUDMAN 
CHRIS CLARKE, OWEN TAMPLIN 

Orchestrations 
CONRAD POPE, EDDIE KARAM 

Music Preparation 
JO ANN KANE MUSIC SERVICE 

Music Librarian 
MARK GRAHAM 

Music Performed by 
LONDON SYMPHONY ORCHESTRA 

Orchestra Leader 
GORDAN NIKOLITCH 

Choir 
LONDON VOICES 

Chorus Director 
TERRY EDWARDS 

Keyboard Soloist 
RANDY KERBER 

ADDITIONAL SHOOTING CREW 

Production Manager 
BRIAN DONOVAN 

Director of Photography 
GILES NUTTGENS 

Art Director 
DAVID LEE 

Script Supervisor 
VICTORIA CHAMBERS-PIKE 

Construction Managers 
LEON APSEY, GENE D'CRUZE 

Production Buyer 
RICHARD BULLOCK 

Art Department Assistant 
MARK SCRUTON 

Gaffer 
DAVE SMITH 

Best Boy 
SONNY BURDIS 

Grip 
PETE MYSLOWSKI 

Chargehand Propman 
PETER WATSON 

Stand-By Propman 
ALEX BOSWELL 

Stand-By Carpenter 
PAUL NOTT-MACAIRE 

Carpenter 
DENNIS BOVINGTON 

Rigger 
EDDIE SANSOM 

Chief Make-Up Artist 
PAT HAY 

Costume Coordinator 
JO MEASURE 

Production Coordinators 
VIRGINIA MURRAY 
HELEN GREGORY 

Assistant Production Coordinator 
VICTORIA MORGAN 

Transport Captain 
PHIL ALLCHIN 

Nurse 
JEANIE UDALL 

First Assistant Directors 
RICHARD HEWITT 
RICHARD WHELAN 

Second Assistant Directors 
MATTHEW PENRY-DAVEY 
TAMANA BLEASDALE 

Sound Mixers 
BRIAN SIMMONS, SIMON BISHOP 

Creature Effects Supervisor 
NICK DUDMAN 

Prosthetic Make-Up Artists 
PAUL SPATERI 
MARK COULIER, BARRIE GOWER 
SHAUNE HARRISON, KATE HILL 

Animatronics 
CHRIS BARTON, MARTIN REID 
TAMZINE HANKS, TOM BLAKE, SIMON WILLIAMS 

Foam Latex 
ANDY LEE 

Creatures Coordinator 
LYN NICHOLSON 

Special Effects 
ANY EFFECTS 

Special Effects Supervisor 
TOM HARRIS 

Senior Special Effects Technician 
ALEX GURUCHARRI 

Special Effects Technician 
BARRY WOODMAN 

Director of Publicity 
LYNNE HALE 

Publicity Assistant 
LISA SHAUNESSY 

Researchers 
JO DONALDSON 
JENNY CRAIK, ROBYN STANLEY 

Location Researcher 
ELIZABETH TULLOCH 

Data Logging 
LIZZIE EVES 

Stills Photographers 
LISA TOMASETTI 
GILES WESTLEY, PAUL TILLER 

Stills Photography Assistant 
EVELYN ROSE 

Stills & Publicity Runner 
IANNA WHITE 

Image Archivist 
TINA MILLS 

Transport Captain 
HANS VAN BEUGE 

Unit Drivers 
DUAN KERERU, DAVE SIMPKINS 

Unit Drivers 
PHIL McDONELL, RON WYNDHAM 

Catering by 
KOLLAGE KATERING 

Catering Manager 
KERRY FETZER 

Stand-In for Ewan McGregor 
RICHARD PIKE 

Stand-In for Natalie Portman 
NATALIE LAWLEY 

Stand-In for Hayden Christensen 
GORDON TYLER 

ITALY SHOOT 

Production Services Provided by 
Mestiere Cinema, 
Venice, Italy 

Production Supervisor 
ABDELAZIZ BEN MLOUKA 

Art Director T 
AIEB JALLOULI 

Assistant Art Director 
ANAS TALMOUDI 

Unit Managers 
MEIMOUN MAHBOULI 
PHILIPPA DAY 

Matmata Location Manager 
MOUNIR HLAWET 

First Assistant Director 
MOEZ KAMOUN 

Production Coordinator 
AMEL BECHARNIA 

Accountant 
ABDALLAH BAALOUCH 

Production Secretary 
LAMIA SAIDANE 

Wardrobe Supervisor 
NAAMA JAZI MEJRI 

Prop Master 
MOHAMED BARGAOUI 

SPAIN SHOOT 

Production Services Provided by 
Recce & Production Services, 
Seville, Spain 

Production Supervisor 
PEDRO MA DE UGARTE 

Production Managers 
SARKA SULCOVA 
CAROLINE BONHAM-JONES 

Production Coordinator 
ISABEL DELGADO 

Set Coordinator 
M�NICA HERNANDEZ 

Wardrobe Assistant 
MARIA JIM�NEZ ALFARO 

Casting 
PAZ PI�AR 

Production Secretary 
SILVIA V�ZQUEZ 

Production Runner 
JOSE LUIS RODRIGUEZ / PUMA 

Special Thanks to: 
JOHN FARRAND 
KIM WILLIAMS 
STEVE SMITH 
ROD ALLAN 
JAMES BRAMLEY 
TED GAGLIANO 
TED COSTAS 
TIM SCHAFBUCH 
DAVE SCHNUELLE 
STEVE MORRIS 
BYRON BAY KENDO CLUB 
SYDNEY KENDO CLUB 
FONDO PER L'AMBIENTE ITALIANO 
CITIES OF LENNO, GRIANTE & TREMEZZO, ITALY 
ITALIAN MINISTRY OF ART AND CULTURE 
CITY OF CASERTA, ITALY 
PEOPLE OF TOZEUR & MATMATA, TUNISIA 
TUNISIAN MINISTRY OF THE INTERIOR 
SAN PABLO DE SEVILLA AIRPORT CUSTOMS 
SEVILLE POLICE 
SEVILLE CITY COUNCIL 
GMU - SEVILLE 
DIGITAL FILM LAB, COPENHAGEN 
BRITISH MUSICIANS UNION 
MICHAEL SMUIN 
EMIRATES 
SALLY BULLOCK 
TOM DELMAR 
VAN BEDIENT 
SUSAN LEAHY 
DENNIS NOONAN 
CHARLIE LEDOGAR 
CYRIL DRABINSKY 
PARASOUND-HOME THEATER 
SONY-ERICSSON 
LANDROVER 

and a very special thanks to all the Engineers at 
SONY, ATSUGI, JAPAN 

Filmed at 
FOX STUDIOS, AUSTRALIA 

and on location in 
LAKE COMO & CASERTA, ITALY; TOZEUR & MATMATA, 
TUNISIA & SEVILLE, SPAIN 

and at 
ELSTREE FILM STUDIOS & EALING FILM STUDIOS, ENGLAND 

Mixed & Recorded in a THX Certified Facility 

UK Legal Services by 
BILLY HINSHELWOOD 

Australian Legal Services by 
PETER THOMPSON 
- TRESS COCKS & MADDOX 

Insurance Services by 
DAVID HAVARD, PETER ROBEY 
- AON / ALBERT G RUBEN 

US Travel Services by 
CATHY NILSEN - DIRECT ACCESS 

Australian Travel Services by 
NATHALIE VERUNICA - SHOWTRAVEL 

European Travel Services by 
SUE ROBERTS 
- THE TRAVEL COMPANY 

Shipping Services by 
FILM FREIGHT AUSTRALIA 
DYNAMIC FREIGHT SERVICES, UK 

DLP Projection by 
CHRISTIE DIGITAL SYSTEMS 

Production Speaker Systems by 
M & K SOUND 

Production Network by 
FOUNDRY NETWORKS 

Pre-Visualization Hardware by 
APPLE & AMD 

Pre-Visualization Software by 
ALIAS/WAVEFRONT'S MAYA & ADOBE SYSTEMS INC 

Pre-Visualization Edited on 
FINAL CUT PRO 

Plasma Displays & Scoring Projection by 
RUNCO INTERNATIONAL 

3-D Scanning Services by 
GENTLE GIANT STUDIOS 

Lighting Equipment by 
PANAVISION LIGHTING 

Additional Lighting Equipment by 
AFM LIGHTING 

Additional Camera Equipment by 
PLUS 8 VIDEO 

Additional Camera Lenses by 
FUJI 

Prints by 
DELUXE LABORATORIES 

Optical Sound Tracks by 
MIKE VIGIL 

Pogle Color Correction Equipment by 
PANDORA INTERNATIONAL 

Piccaso System by 
SNELL & WILCOX 

Shot entirely digitally on 
CINE ALTA 

Camera Equipment by 
PANAVISION 

Digital Film Masters Recorded on 
ARRI 

Soundtrack Available on 
SONY CLASSICAL 

Read the Novel from 
DEL REY 

LUCASFILM THX 
IN SELECTED THEATRES 

DOLBY DIGITAL 
IN SELECTED THEATRES 

SDDS 
IN SELECTED THEATRES 

DTS DIGITAL SOUND 
IN SELECTED THEATRES 

Visit the official website at 
www.starwars.com 

NO. 38978 
MOTION PICTURE ASSOCIATION OF AMERICA 

THE EVENTS, CHARACTERS AND FIRMS DEPICTED IN THIS PHOTOPLAY 
ARE FICTITIOUS. ANY SIMILARITY TO ACTUAL PERSONS, LIVING OR 
DEAD, OR TO ACTUAL EVENTS OR FIRMS IS PURELY COINCIDENTAL 

OWNERSHIP OF THIS MOTION PICTURE IS PROTECTED BY COPYRIGHT AND 
OTHER APPLICABLE LAWS, AND ANY UNAUTHORIZED DUPLICATION, 
DISTRIBUTION OR EXHIBITION OF THIS MOTION PICTURE COULD RESULT 
IN CRIMINAL PROSECUTION AS WELL AS CIVIL LIABILITY. 

COPYRIGHT (c) 2002 LUCASFILM LTD. & TM. ALL RIGHTS RESERVED 

RELEASED BY TWENTIETH CENTURY FOX FILM CORPORATION 

IF YOU EXPERIENCED ANY CONDITION THAT DETRACTED FROM THE 
THEATRICAL PRESENTATION OF THIS FILM, PLEASE CALL 
1-800-PHONE-THX 
OR VISIT 
www.thx.com 

QUALITY ASSURANCE SERVICES 
WERE PROVIDED BY THE 
THX THEATRE ALIGNMENT PROGRAM