Blah, Blah, Blah!: Mr. Wikipedia II

Tuesday, November 18, 2008

Mr. Wikipedia II

ask another question and get another answer!

6 comments:

Anonymous said...: Greetings
I am International Database
368920486037694859547393869
My memory output has a maximum range of 6,000,000
forms of communication

Deutsch
Ελληνικά
Italiano
日本語
한국어
Português
Русско
Español
01100100011110

I am grateful to meet your
aquaintance.

Sincerely,
Mr.Wikipedia; November 18, 2008 at 5:26 PM
Anonymous said...: Ask a part of star wars
to be played back and I will play it as a clip if I can.

Mr.Wikipedia; November 18, 2008 at 6:24 PM
Anonymous said...: RETURN
OF THE
JEDI

by
Lawrence Kasdan
&
George Lucas

From The Novel
by
George Lucas

Third Draft

Property of Lucasfilm Ltd.

Completion Date December 1, 1981

1 SPACE

The boundless heavens serve as a back-drop for the MAIN TITLE, followed
by a ROLL-UP, which crawls into infinity.

Episode VI
RETURN OF THE JEDI

Luke Skywalker has returned to his home planet of Tatooine in an
attempt to rescue his friend Han Solo from the clutches of theÊvile
gangster Jabba the Hutt. Little does Luke know that the GALACTIC EMPIRE
has secretly begun construction on a new armored space station even
more powerful than the first dreaded Death Star. When completed, this
ultimate weapon will spell certain doom for the small band of Rebels
struggling to restore freedom to the galaxy...

PAN DOWN to reveal a monstrous half-completed Death Star, its massive
superstructure curling away from the completed section like the arms of
a giant octopus. Beyond, in benevolent contrast, floats the small,
green moon of ENDOR.

An Imperial Star Destroyer moves overhead toward the massive armored
space station, followed by two zipping TIE fighters. A small Imperial
shuttle rockets from the main bay of the ship and hustles toward the
Death Star.

2 INT IMPERIAL SHUTTLE - COCKPIT
The shuttle captain makes contact with the Death Star.

SHUTTLE CAPTAIN
Command station, this is ST 321. Code Clearance Blue. We're starting
our approach. Deactivate the security shield.

DEATH STAR CONTROLLER (filtered VO)
The security deflector shield will be deactivated when we have
confirmation of your code transmission. Stand by... You are clear to
proceed.

SHUTTLE CAPTAIN
We're starting our approach.

3 INT DEATH STAR - CONTROL ROOM

Operators move about among the control panels. A SHIELD OPERATOR hits
switches beside a large screen, on which is a display of the Death
Star, the moon Endor, and a bright web delineating the invisible
deflector shield.

A control officer rushes over to the shield operator.

OFFICER
Inform the commander that Lord Vader's shuttle has arrived.

OPERATOR
Yes, sir.

The control officer moves to a view port and watches as the Imperial
shuttle lands in the massive docking bay. A squad of Imperial
stormtroopers moves into formation before the craft.

4 INT DEATH STAR - MAIN DOCKING BAY

The DEATH STAR COMMANDER, MOFF JERJERROD, a tall, confident technocrat,
strides through the assembled troops to the base of the shuttle ramp.
The troops snap to attention; many are uneasy about the new arrival.
But the Death Star commander stands arrogantly tall.

The exit hatch of the shuttle opens with a WHOOSH, revealing only
darkness. Then, heavy FOOTSTEPS AND MECHANICAL BREATHING. From this
black void appears DARTH VADER, LORD OF THE SITH. Vader looks over the
assemblage as he walks down the ramp.

JERJERROD
Lord Vader, this is an unexpected pleasure. We're honored by your
presence.

VADER
You may dispense with the pleasantries, Commander. I'm here to put you
back on
schedule.

The commander turns ashen and begins to shake.

JERJERROD
I assure you, Lord Vader, my men are working as fast as they can.

VADER
Perhaps I can find new ways to motivate them.

JERJERROD
I tell you, this station will be operational as planned.

VADER
The Emperor does not share your optimistic appraisal of the situation.

JERJERROD
But he asks the impossible. I need more men.

VADER
Then perhaps you can tell him when he arrives.

JERJERROD (aghast)
The Emperor's coming here?

VADER
That is correct, Commander. And he is most displeased with your
apparent lack of progress.

JERJERROD
We shall double our efforts.

VADER
I hope so, Commander, for your sake. The Emperor is not as forgiving as
I am.

5 EXT ROAD TO JABBA'S PALACE - TATOOINE

A lonely, windswept road meanders through the desolate Tatooine
terrain. We HEAR a familiar BEEPING and a distinctive reply before
catching sight of ARTOO-DETOO and SEE-THREEPIO, making their way along
the road toward the ominous palace of Jabba the Hutt.

THREEPIO
Of course I'm worried. And you should be, too. Lando Calrissian and
poor Chewbacca never returned from this awful place.

Artoo whistles timidly.

THREEPIO
Don't be so sure. If I told you half the things I've heard about this
Jabba the Hutt, you'd probably short-circuit.

The two droids fearfully approach the massive gate to the palace.

THREEPIO
Artoo, are you sure this is the right place? I better knock, I suppose.

6 EXT JABBA'S PALACE - GATE

Threepio looks around for some kind of signaling device, then timidly
knocks on the iron door.

THREEPIO (instantly)
There doesn't seem to be anyone there. Let's go back and tell Master
Luke.

A small hatch in the middle of the door opens and a spidery mechanical
arm, with a large electronic eyeball on the end, pops out and inspects
the two droids.

STRANGE VOICE
Tee chuta hhat yudd!

THREEPIO
Goodness gracious me!

Threepio points to Artoo, then to himself.

THREEPIO
Artoo Detoowha bo Seethreepiowha ey toota odd mischka Jabba du Hutt.

The eye looks from one robot to the other, there is a laugh then the
eye zips back into the door. The hatch slams shut. Artoo beeps his
concern.

THREEPIO
I don't think they're going to let us in, Artoo. We'd better go.

Artoo beeps his reluctance as Threepio turns to leave. Suddenly the
massive door starts to rise with a horrific metallic SCREECH. The
robots turn back and face an endless black cavity. The droids look at
one another, afraid to enter.

Artoo starts forward into the gloom. Threepio rushes after his stubby
companion. The door lowers noisily behind them.

THREEPIO
Artoo, wait. Oh, dear! Artoo. Artoo, I really don't think we should
rush into all this.

Artoo continues down the corridor, with Threepio following.

THREEPIO
Oh, Artoo! Artoo, wait for me!

7 INT JABBA'S PALACE - HALLWAY

The door slams shut with a loud crash that echoes throughout the dark
passageway. The frightened robots are met by two giant, green GAMORREAN
GUARDS, who fall in behind them. Threepio glances quickly back at the
two lumbering brutes, then back to Artoo. One guard grunts an order.
Artoo beeps nervously.

THREEPIO
Just you deliver Master Luke's message and get us out of here. Oh my!
Oh! Oh, no.

Walking toward them out of the darkness is BIB FORTUNA, a humanlike
alien with long tentacles protruding from his skull.

BIB
Die Wanna Wanga!

THREEPIO
Oh, my! Die Wanna Wauaga. We -- we bring a message to your master,
Jabba the Hutt.

Artoo lets out a series of quick beeps.

THREEPIO (cont)
...and a gift.
(thinks a moment, then to Artoo)
Gift, what gift?

Bib shakes his head negatively.

BIB
Nee Jabba no badda. Me chaade su goodie.

Bib holds out his hand toward Artoo and the tiny droid backs up a bit,
letting out a protesting array of squeaks. Threepio turns to the
strange-looking alien.

THREEPIO
He says that our instructions are to give it only to Jabba himself.

Bib thinks about this for a moment.

THREEPIO
I'm terribly sorry. I'm afraid he's ever so stubborn about these sort
of things.

Bib gestures for the droids to follow.

BIB
Nudd Chaa.

The droids follow the tall, tentacled alien into the darkness, trailed
by the two guards.

THREEPIO
Artoo, I have a bad feeling about this.

8 INT JABBA'S THRONE ROOM

The throne room is filled with the vilest, most grotesque CREATURES
ever conceived in the universe. Artoo and Threepio seem very small as
they pause in the doorway to the dimly lit chamber. Light shafts
partially illuminate the drunken courtiers as Bib Fortuna crosses the
room to the platform upon which rests the leader of this nauseating
crowd: JABBA THE HUTT. The monarch of the galactic underworld is a
repulsive blob of bloated fat with a maniacal grin. Chained to the
horrible creature is the beautiful alien female dancer named OOLA. At
the foot of the dais sits an obnoxious birdlike creature, SALACIOUS
CRUMB. Bib whispers something in the slobbering degenerate's ear. Jabba
laughs horribly, at the two terrified droids before him. Threepio bows
politely.

THREEPIO
Good morning.

JABBA
Bo Shuda!

The robots jump forward to stand before the repulsive, loose-skinned
villain.

THREEPIO
The message, Artoo, the message.

Artoo whistles, and a beam of light projects from his domed head,
creating a hologram of LUKE on the floor. The image grows to over ten
feet tall, and the young Jedi towers over the space gangsters.

LUKE
Greetings, Exalted One. Allow me to introduce myself. I am Luke
Skywalker, Jedi Knight and friend to Captain Solo. I know that you are
powerful, mighty Jabba, and that your anger with Solo must be equally
powerful. I seek an audience with Your Greatness to bargain for Solo's
life.
(Jabba's crowd laughs)
With your wisdom, I'm sure that we can work out an arrangement which
will be mutually beneficial and enable us to avoid any unpleasant
confrontation. As a token of my goodwill, I present to you a gift:
these two droids.

Threepio is startled by this announcement.

THREEPIO
What did he say?

LUKE (cont)
... Both are hardworking and will serve you well.

THREEPIO
This can't be! Artoo, you're playing the wrong message.

Luke's hologram disappears.

Jabba laughs while Bib speaks to him in Huttese.

JABBA (in Huttese subtitled)
There will be no bargain.

THREEPIO
We're doomed.

JABBA (in Huttese subtitled)
I will not give up my favorite decoration. I like Captain Solo where he
is.

Jabba laughs hideously and looks toward an alcove beside the throne.
Hanging high, flat against the wall, exactly as we saw him last, is a
carbonized HAN SOLO.

THREEPIO
Artoo, look! Captain Solo. And he's still frozen in carbonite.

9 INT DUNGEON CORRIDOR

One of Jabba's Gamorrean guards marches Artoo and Threepio down a dank,
shadowy passageway lined with holding cells. The cries of unspeakable
creatures bounce off the cold stone walls. Occasionally a repulsive arm
or tentacle grabs through the bars at the hapless droids. Artoo beeps
pitifully.

THREEPIO
What could possibly have come over Master Luke. Is it something I did?
He never expressed any unhappiness with my work. Oh! Oh! Hold it! Ohh!

A large tentacle wraps around Threepio's neck. He manages to break
free, and they move on to a door at the end of the corridor.

10 INT BOILER ROOM

The door slides open, revealing a room filled with steam and noisy
machinery. The guard motions them into the boiler room, where they are
met by a tall, thin humanlike robot named EV-9D9. Behind the robot can
be seen a torture rack pulling the legs off a screaming baby work
droid. A second power droid is upside down. As smoking branding irons
are pressed into his feet, the stubby robot lets out an agonized
electronic scream. Artoo and Threepio cringe as the guard grunts to EV-
9D9.

NINEDENINE
Ah, good. New acquisitions. You are a protocol droid, are you not?

THREEPIO
I am See-Threepio, human-cy...

NINEDENINE
Yes or no will do.

THREEPIO
Oh. Well, yes.

NINEDENINE
How many languages do you speak?

THREEPIO
I am fluent in over six million forms of communication, and can
readily...

NINEDENINE
Splendid! We have been without an interpreter since our master got
angry with our last protocol droid and disintegrated him.

THREEPIO
Disintegrated?

NINEDENINE (to a Gamorrean guard)
Guard! This protocol droid might be useful. Fit him with a restraining
bolt and take him back to His Excellency's main audience chamber.

The guard shoves Threepio toward the door.

THREEPIO (disappearing)
Artoo, don't leave me! Ohhh!

Artoo lets out a plaintive cry as the door closes. Then he beeps
angrily.

NINEDENINE
You're a feisty little one, but you'll soon learn some respect. I have
need for you on the master's Sail Barge. And I think you'll fit in
nicely.

The poor work droid in the background lets out another tortured
electronic scream.

11 INT JABBA'S THRONE ROOM

The court of Jabba the Hutt is in the midst of a drunken, raucous
party. Sloppy, smelly monsters cheer and make rude noises as Oola and a
fat female dancer perform in front of Jabba's throne.

Jabba leers at the dancers and with a lustful gleam in his eye beckons
Oola to come and sit with him. She stops dancing and backs away,
shaking her head. Jabba gets angry and points to a spot next to him.

JABBA
Da Eitha!

The lovely alien shakes her head again and screams.

OOLA
Na Chuba negatorie Na! Na! Natoota...

Jabba is furious and pulls her toward him, tugging on the chain.

JABBA
Boscka!

He pushes a button and, before the dancer can flee, a trap door in the
floor springs open and swallows her up. As the door snaps shut, a
muffled growl is followed by a hideous scream. Jabba and his monstrous
friends laugh hysterically and several revelers hurry over to watch her
fate through a grate.

Threepio cringes and glances wistfully at the carbonite form of Han
Solo, but is immediately distracted by a gunshot offscreen.ÊAn
unnatural quiet sweeps the boisterous gathering. On the far side of the
room, the crush of debauchers moves aside to allow the approach of two
guards followed by BOUSHH, an oddly cloaked bounty hunter, leading his
captive, Han Solo's copilot, CHEWBACCA THE WOOKIEE.

Bib takes his place next to his disgusting master, and whispers into
his ear, pointing at Chewbacca and the bounty hunter. Jabba listens
intently, then the bounty hunter bows before the gangster and speaks a
greeting in a strange, electronically processed tongue (Ubese).

BOUSHH (in Ubese subtitled)
I have come for the bounty on this Wookiee.

THREEPIO
Oh, no! Chewbacca!

JABBA (in Huttese subtitled)
At last we have the mighty Chewbacca.

Jabba lets out a loud, long, blood-curdling laugh and turns to
Threepio, waving him closer. The reluctant droid obeys.

THREEPIO
Oh, uh, yes, uh, I am here, Your Worshipfulness. Uh... yes!

Jabba continues speaking, as Threepio nervously translates. Boushh
listens, studying the dangerous creatures around the room. He notices
BOBA FETT standing near the door.

THREEPIO
Oh. The illustrious Jabba bids you welcome and will gladly pay you the
reward of twenty-five thousand.

BOUSHH (in Ubese subtitled)
I want fifty thousand. No less.

Jabba immediately flies into a rage, knocking the golden droid off the
raised throne into a clattering heap on the floor. Boushh adjusts his
weapon as Jabba raves in Huttese and Threepio struggles back onto the
throne. The disheveled droid tries to compose himself.

THREEPIO
Uh, oh... but what, what did I say?
(to Boushh)
Uh, the mighty Jabba asks why he must pay fifty thousand.

The bounty hunter holds up a small silver ball in his hand. Threepio
looks at it, then looks at Jabba, then back to the bounty hunter. The
droid is very nervous and Jabba is getting very impatient.

THREEPIO
Because he's holding a thermal detonator.

The guards instantly back away, as do most of the other monsters in the
room. Jabba stares at the silver ball, which begins to glow in the
bounty hunter's hand. The room has fallen into a tense hush. Jabba
stares at the bounty hunter malevolently until a sly grin creeps across
his vast mouth and he begins to laugh.

JABBA (in Huttese subtitled)
This bounty hunter is my kind of scum. Fearless and inventive.

Jabba continues.

THREEPIO
Jabba offers the sum of thirty-five. And I suggest you take it.

Bib and the other monsters study the bounty hunter and wait for his
reaction. Boushh releases a switch on the thermal detonator and it goes
dead.

BOUSHH
Zeebuss.

THREEPIO
He agrees!

The raucous crowd of monsters erupts in a symphony of cheers and
applause as the party returns to its full noisy pitch. Chewbacca
growls. As he is led away we spot LANDO CALRISSIAN, disguised as a
skiff guard in a partial face mask. The band starts up and dancing
girls take the center of the floor, to the hoots of the loudly
appreciative creatures.

Boushh leans against a column with gunfighter cool and surveys the
scene, his gaze stopping only when it connects with a glare from across
the room. Boba Fett is watching him. Boushh shifts slightly, cradling
his weapon lovingly. Boba Fett shifts with equally ominous arrogance.

12 INT DUNGEON CORRIDOR AND CELL

Gamorrean guards lead Chewie down the same hallway we saw before. When
a tentacle reaches out at the Wookiee, Chewie's ferocious ROAR echoes
against the walls and the tentacle snaps back into its cell in terror.
It takes all the guards to hurl Chewie roughly into a cell, slamming
the door behind him. Chewie lets out a pathetic howl and bangs on the
iron door.

13 EXT JABBA'S PALACE

The palace is sitting in the light of the double sunset. On the road in
front, a large toadlike creature flicks its tongue out for a desert
rodent and burps in satisfaction.

14 INT JABBA'S THRONE ROOM - NIGHT

Silence. The room is deserted, only the awful debris of the alien
celebration giving mute witness to the activity here before. Several
drunk creatures lie unconscious around the room, snoring loudly.

A shadowy figure moves stealthily among the columns at the perimeter of
the room and is revealed to be Boushh, the bounty hunter. He picks his
way carefully through the snoring, drunken monsters.

Han Solo, the frozen space pirate, hangs spotlighted on the wall, his
coffin-like case suspended by a force field. The bounty hunter
deactivates the force field by flipping a control switch to one side of
the coffin. The heavy case slowly lowers to the floor of the alcove.

Boushh steps up to the case, studying Han, and then turns to the
controls on the side of the coffin. He activates a series of switches
and, after one last hesitant look at Han, slides the de-carbonization
lever. The case begins to emit a sound as the hard shell covering the
contours of Han's face begins to melt away. The bounty hunter watches
as Han's body is freed of its metallic coat and his forearms and hands,
previously raised in reflexive protest, drop slackly to his side. His
face muscles relax from their mask of horror. He appears quite dead.

Boushh's ugly helmet leans close to Han's face listening for the breath
of life. Nothing. He waits. Han's eyes pop open with a start and he
begins coughing. The bounty hunter steadies the staggering newborn.

BOUSHH
Just relax for a moment. You're free of the carbonite.

Han touches his face with his hand and moans.

BOUSHH
Shhh. You have hibernation sickness.

HAN
I can't see.

BOUSHH
Your eyesight will return in time.

HAN
Where am I?

BOUSHH
Jabba's palace.

HAN
Who are you?

The bounty hunter reaches up and lifts the helmet from his head,
revealing the beautiful face of PRINCESS LEIA.

LEIA
Someone who loves you.

HAN
Leia!

LEIA
I gotta get you out of here.

As Leia helps her weakened lover to stand up, the relative quiet is
pierced by an obscene HUTTESE CACKLE from the other side of the alcove.

HAN
What's that? I know that laugh.

The curtain on the far side of the alcove opens, revealing Jabba the
Hutt, surrounded by Bib and other aliens. He laughs again, and his
gross cronies join in a cacophony of alien glee.

HAN
Hey, Jabba. Look, Jabba, I was just on my way to pay you back, but I
got a little sidetracked. It's not my fault.

Jabba laughs.

JABBA (in Huttese subtitled)
It's too late for that, Solo. You may have been a good smuggler, but
now you're Bantha fodder.

HAN
Look...

JABBA (cont Huttese subtitled)
Take him away!

The guards grab Han and start to lead him away.

HAN
Jabba... I'll pay you triple! You're throwing away a fortune here.
Don't be a fool!

Han is dragged off, as Lando quickly moves forward and attempts to lead
Leia away.

JABBA (in Huttese subtitled)
Bring her to me.

Jabba chuckles as Lando and a second guard drag the beautiful young
princess toward him. Threepio peeks from behind a monster and quickly
turns away in disgust.

LEIA
We have powerful friends. You're gonna regret this...

JABBA (in Huttese subtitled)
I'm sure.

Inexorably her lovely face moves to within a few inches of Jabba's ugly
blob of a head, and Leia turns away in disgust.

LEIA
Ugh!

THREEPIO
Ohhh, I can't bear to watch.

15 INT DUNGEON CELL

The heavy metal door of the dungeon whines and slowly creaks open. A
guard throws the blinded star captain into the dark cell and the door
slams shut behind him, leaving only a thin sliver of light from a crack
in the door. Han is trying to collect himself when suddenly a growl is
heard from the far side of the cell. He jumps back against the cell
door and listens.

HAN
Chewie? Chewie, is that you?

The shadowy figure lets out a crazy yell and races toward Han, lifting
him off the ground with a big hug that carries them into the light,
revealing Chewie.

HAN
Ah! Chew--Chewie!

The giant Wookiee barks with glee.

HAN
Wait. I can't see, pal. What's goin' on?

Chewie barks an excited blue streak.

HAN
Luke? Luke's crazy. He can't even take care of himself, much less
rescue anybody.

Chewie barks a reply.

HAN
A...Jedi Knight? I--I'm out of it for a little while, everybody gets
delusions of grandeur.

Chewie growls insistently. He holds Han to his chest and pets his head.

HAN
I'm all right, pal. I'm all right.

16 INT MAIN GATE AND HALL - JABBA'S PALACE

Noisily, the main gate lifts to flood the blackness with blinding LIGHT
and reveal the silhouetted figure of LUKE SKYWALKER. He is clad in a
robe similar to Ben's and wears neither pistol nor laser sword. Luke
strides purposefully into the hallway. Two giant guards move to block
Luke's path. Luke halts.

Luke raises his hand and points at the puzzled guards, who immediately
lower their spears and fall back. The young Jedi lowers his hand and
moves on down the hallway.

Bib Fortuna appears out of the gloom. He speaks to Luke as they
approach each other, but Luke doesn't stop and Bib must reverse his
direction and hurry alongside the young Jedi in order to carry on the
conversation. Several other guards fall in behind them in the darkness.

LUKE
I must speak with Jabba.

Bib answers in Huttese, shaking his head in denial. Luke stops and
stares at Bib; he raises his hand slightly.

LUKE
You will take me to Jabba now!

Bib turns in hypnotic response to Luke's command, and Luke follows him
into the gloom.

LUKE
You serve your master well.

Bib responds.

LUKE
And you will be rewarded.

17 INT JABBA'S THRONE ROOM

Jabba is asleep on his throne, with Leia lying in front of him.
Salacious sits by Jabba's tail, watching it wriggle. Leia is now
dressed in the skimpy costume of a dancing girl; a chain runs from a
manacle/necklace at her throat to her new master, Jabba the Hutt.
Threepio stands behind Jabba as Bib comes up to the gangster slug.

THREEPIO
At last! Master Luke's come to rescue me.

BIB
Master.

Jabba awakens with a start and Bib continues, in Huttese.

BIB
...Luke Skywalker, Jedi Knight.

JABBA (in Huttese subtitled)
I told you not to admit him.

LUKE
I must be allowed to speak.

BIB (in Huttese subtitled)
He must be allowed to speak.

Jabba, furious, clobbers Bib and shoves him away.

JABBA (in Huttese subtitled)
You weak-minded fool! He's using an old Jedi mind trick.

Luke stares hard at Jabba.

LUKE
You will bring Captain Solo and the Wookiee to me.

JABBA (in Huttese subtitled)
Your mind powers will not work on me, boy.

LUKE
Nevertheless, I'm taking Captain Solo and his friends. You can either
profit by this... or be destroyed! It's your choice. But I warn you not
to underestimate my powers.

Jabba's laugh is mean and loud. Threepio attempts to warn Luke about
the pit.

THREEPIO
Master Luke, you're standing on...

JABBA (in Huttese subtitled)
There will be no bargain, young Jedi. I shall enjoy watching you die.

Luke reaches out, and a pistol jumps out of a guard's holster and flies
into Luke's hand. The bewildered guard grabs for it as Jabba raises his
hand.

JABBA
Bascka!

The floor suddenly drops away, sending Luke and the hapless guard into
the pit. The pistol goes off, blasting a hole in the ceiling. Jabba
laughs and his courtiers join in. Leia starts forward but is restrained
by a human guard-- Lando, recognizable behind his mask. She looks at
him and he shakes his head "no."

18 INT RANCOR PIT

Luke and the guard have dropped twenty-five feet from a chute into the
dungeonlike cage. Luke gets to his feet as the guard yells hysterically
for help. A crowd gathers up around the edge of the pit as the door in
the side of the pit starts to RUMBLE open. The guard screams in panic.
Luke looks calmly around for a means of escape.

THREEPIO
Oh, no! The Rancor!

At the side of the pit, an iron door rumbles upward and a giant, fanged
RANCOR emerges. The guard runs to the side of the pit and tries
futilely to scramble to the top. The hideous beast closes in on him.

The Rancor moves past Luke, and as the guard continues to scramble, the
Rancor picks him up and pops him into its slavering jaws. A few
screams, and the guard is swallowed with a gulp. The audience cheers
and laughs at the guard's fate.

The monster turns and starts for Luke. The young Jedi dashes away just
ahead of the monster's swipe at him, and picks up the long arm bone of
an earlier victim. The monster grabs Luke and brings him up to his
salivating mouth. At the last moment, Luke wedges the bone in the
monster's mouth and is dropped to the floor. The monster bellows in
rage and flails about, hitting the side of the pit, causing an
avalanche.

The monster crushes the bone in its jaws and sees Luke, who squeezes
into a crevice in the pit wall. Luke looks past the monster to the
holding cave beyond. On the far side of the holding cave is a utility
door--if only he can get to it. The Rancor spots Luke and reaches into
the crevice for him. Luke grabs a large rock and raises it, smashing it
down on the Rancor's finger.

19 HOLDING TUNNEL - RANCOR PIT

The Rancor lets out a loud howl as Luke makes a run for the holding
cave. He reaches the door and pushes a button to open it. When he
succeeds, he sees a heavy barred gate between him and safety. Beyond
the gate two guards look up from their dinner. Luke turns to see the
monster heading for him, and pulls with all his might on the gate. The
guards move to the gate and start poking at the young Jedi with spears,
laughing.

Luke crouches (against the wall) as the monster starts to reach for
him. Suddenly he notices a main door control panel halfway up the wall.
As the Rancor moves in for the kill, Luke picks up a skull from the
cave floor and hurls it at the panel. The giant overhead door comes
crashing down on the beast's head, squashing it like a sledgehammer on
an egg.

A startled gasp is heard from the stunned court. There's consternation
at this turn of events. Heads look to Jabba, who is actually turning
red with anger. Leia cannot suppress her joy. Jabba utters harsh
commands to his guards and they hurry off.

JABBA (in Huttese subtitled)
Bring me Solo and the Wookiee. They will all suffer for this outrage.

21 INT RANCOR PIT

The Rancor KEEPERS have come into the cage and are examining their dead
beast. One of them breaks down and weeps. The other glares menacingly
at Luke, who is unworried. Several guards rush into the holding tunnel
and take Luke away.

22 INT THRONE ROOM

The crowd of creepy courtiers parts as Han and Chewie are brought into
the throne room, and other guards drag Luke up the steps.

LUKE
Han!

HAN
Luke!

LUKE
Are you all right?

HAN
Fine. Together again, huh?

LUKE
Wouldn't miss it.

HAN
How are we doing?

LUKE
The same as always.

HAN
That bad, huh? Where's Leia?

Luke looks to Leia.

LEIA
I'm here.

Threepio is standing behind the grotesque gangster as he strokes Leia
like a pet cat. Several of the guards, including Lando, bring Luke from
the other side of the room. Boba is standing behind Jabba.

Threepio steps forward and translates for the captives.

THREEPIO
Oh, dear. His High Exaltedness, the great Jabba the Hutt, has decreed
that you are to be terminated immediately.

HAN
Good, I hate long waits.

THREEPIO
You will therefore be taken to the Dune Sea and cast into the pit of
Carkoon, the nesting place of the all-powerful Sarlacc.

HAN (to Luke)
Doesn't sound so bad.

THREEPIO
In his belly, you will find a new definition of pain and suffering, as
you are slowly digested over a thousand years.

HAN
On second thought, let's pass on that, huh?

Chewie barks his agreement.

LUKE
You should have bargained, Jabba. That's the last mistake you'll ever
make.

Jabba cackles evilly at this.

As the guards drag the prisoners from the throne room, a loud cheer
rises from the crowd. Leia and Chewie exchange concerned looks, but
Luke Skywalker, Jedi warrior, cannot suppress a smile.

23 EXT TATOOINE SEA - SKIFF

Jabba's huge SAIL BARGE moves above the desert surface accompanied by
two smaller Skiffs. One of the skiffs glides close, revealing Luke,
Han, and Chewie -- all in bonds -- surrounded by guards, one of whom is
Lando in disguise.

HAN
I think my eyes are getting better. Instead of a big dark blur, I see a
big light blur.

LUKE
There's nothing to see. I used to live here, you know.

HAN
You're gonna die here, you know. Convenient.

LUKE
Just stick close to Chewie and Lando. I've taken care of everything.

HAN
Oh... great!

24 INT BARGE OBSERVATION DECK

Jabba the Hutt rides like a sultan in the massive antigravity ship. His
entire retinue is with him, drinking, eating, and having a good time.
Leia is watching her friends in the skiff when the chain attached to
her neck is pulled tight and Jabba tugs the scantily clad princess to
him.

JABBA (in Huttese subtitled)
Soon you will learn to appreciate me.

Threepio wanders among the Sail Barge aliens, bumping into a smaller
droid serving drinks, spilling them all over the place. The stubby
droid lets out an angry series of beeps and whistles.

THREEPIO
Oh, I'm terribly sor... Artoo! What are you doing here?

Artoo beeps a quick reply.

THREEPIO
Well, I can see you're serving drinks, but this place is dangerous.
They're going to execute Master Luke and, if we're not careful, us too!

Artoo whistles a singsong response.

THREEPIO
Hmm. I wish I had your confidence.

25 EXT SARLACC PIT

The convoy moves up over a huge sand pit. The Sail Barge stops to one
side of the depression, as does the escort skiff. But the prisoner's
skiff moves out directly over the center and hovers. At the bottom of
the deep cone of sand is a repulsive, mucous-lined hole, surrounded by
thousands of needle-sharp teeth. This is the SARLACC. A plank is
extended from the edge of the prisoner's skiff. Guards release Luke's
bonds and shove him out onto the plank above the Sarlacc's mouth.

26 EXT SAIL BARGE OBSERVATION DECK

Jabba and Leia are now by the rail, watching. Threepio leans forward
and the slobbering villain mumbles something to him. As Threepio steps
up to a comlink, Jabba raises his arm and the motley array of
intergalactic pirates fall silent. Threepio's voice is amplified across
loudspeakers.

THREEPIO
Victims of the almighty Sarlacc: His Excellency hopes that you will die
honorably. But should any of you wish to beg for mercy, the great Jabba
the Hutt will now listen to your pleas.

27 EXT SKIFF

Han steps forward arrogantly and begins to speak.

HAN
Threepio, you tell that slimy piece of... worm-ridden filth he'll get
no such pleasure from us. Right?

Chewie growls his agreement.

LUKE
Jabba! This is your last chance. Free us or die.

Lando moves unobtrusively along the skiff as Luke shoots a quick look
of conspiracy to him.

28 INT SAIL BARGE OBSERVATION DECK

The assembled monsters rock with mocking laughter as Artoo zips
unnoticed up the ramp to the upper deck. Jabba's laughter subsides as
he speaks into the comlink.

JABBA (in Huttese subtitled)
Move him into position.

Jabba makes a thumbs-down gesture. Leia looks worried.

29 EXT BARGE - UPPER DECK

Artoo appears from below and zips over to the rail facing the pit.
Below, in the skiff, Luke is prodded by a guard to the edge of the
plank over the gaping Sarlacc. Luke looks up at Artoo, then gives a
jaunty salute: the signal the little droid has been waiting for. A flap
opens in Artoo's domed head.

JABBA (in Huttese subtitled)
Put him in.

30 EXT SKIFF - PLANK

Luke is prodded and jumps off the plank to the cheers of the
bloodthirsty spectators. But, before anyone can even perceive what is
happening, he spins around and grabs the end of the plank by his
fingertips. The plank bends wildly from his weight and catapults him
skyward. In midair he does a complete flip and drops down on the end of
the plank in the same spot he just vacated, but facing the skiff. He
casually extends an open palm and -- his lightsaber, which Artoo has
sent arcing toward him, drops into his hand.

With samurai speed, Luke ignites it and attacks the guard who prodded
him off the plank, sending the hapless monster screaming overboard. The
other guards swarm toward Luke. He wades into them, lightsaber
flashing. Lando struggles with another guard at the back of the skiff.

31 EXT SARLACC PIT

A bewildered guard lands in the soft, sandy slope of the pit, and
begins sliding. He claws desperately as a Sarlacc tentacle grabs him
and pulls him screaming into the viscous mouth.

32 INT SAIL BARGE

Jabba watches this and explodes in rage. He barks commands, and the
guards around him rush off to do his bidding. The scuzzy creatures
watching the action from the window are in an uproar.

33 EXT SKIFF

Luke knocks another guard off the skiff and into the waiting mouth of
the Sarlacc. He starts to untie Chewie's bonds.

LUKE
Easy, Chewie.

At that moment, the deck gunmen on the barge unleash a series of blasts
from a big cannon on the upper deck. Lando is tossed from the deck of
the rocking skiff. He manages to grab a rope, and dangles desperately
above the Sarlacc pit.

LANDO
Whoa! Whoa! Help!

34 EXT UPPER DECK - SAIL BARGE

With two swift strides, the dangerous Boba Fett ignites his rocket
pack, leaps into the air, and flies from the barge down to the skiff.

35 EXT SKIFF

Boba lands on the skiff and starts to aim his laser gun at Luke, who
has freed Han and Chewie from their bonds. But before Boba can fire,
the young Jedi spins on him, lightsaber sweeping, and hacks the bounty
hunter's gun in half.

Immediately, the skiff takes another direct hit from the barge's deck
gun. Shards of skiff deck fly. Chewie and Han are thrown against the
rail.

HAN
Chewie, you okay? Where is he?

The Wookiee is wounded and he howls in pain.

HAN
I'm okay, pal.

For a moment, Luke is distracted, and in that moment, Boba fires a
cable out of his armored sleeve. Instantly, Luke is wrapped in a strong
cable, his arms pinned against his side, his sword arm free only from
the wrist down. Luke bends his wrist so the lightsaber points straight
up to reach the wire lasso and cuts through. Luke shrugs away the cable
and stands free.

Another blast from the Barge's deck gun hits near Boba and he is
knocked unconscious to the deck, next to where Lando is hanging.

LANDO
Han! Chewie?

HAN
Lando!

Luke is a little shaken but remains standing as a fusillade brackets
him. The second skiff, loaded with guards firing their weapons, moves
in on Luke fast. Luke leaps toward the incoming second skiff. The young
Jedi leaps into the middle of the second skiff and begins decimating
the guards from their midst.

Chewie, wounded, tries to lift himself as he barks directions to Han,
guiding him toward a spear which has been dropped by one of the guards.
Han searches the deck as Chewie barks directions; finally he grabs hold
of the spear.

Boba Fett, badly shaken, rises from the deck. He looks over at the
other skiff, where Luke is whipping a mass of guards. Boba raises his
arm, and aims his lethal appendage.

Chewie barks desperately at Han.

HAN
Boba Fett?! Boba Fett?! Where?

The space pirate turns around blindly, and the long spear in his hand
whacks squarely in the middle of Boba's rocket pack.

The impact of the swing causes the rocket pack to ignite. Boba blasts
off, flying over the second skiff like a missile, smashing against the
side of the huge Sail Barge and sliding away into the pit. He screams
as his armored body makes its last flight past Lando and directly into
the mucous mouth of the Sarlacc. The Sarlacc burps. Chewie growls a
weak congratulations to Han.

36 INT SAIL BARGE

Leia turns from the spectacle outside, leaps onto Jabba's throne, and
throws the chain that enslaves her over his head around his bulbous
neck. Then she dives off the other side of the throne, pulling the
chain violently in her grasp. Jabba's flaccid neck contracts beneath
the tightening chain. His huge eyes bulge from their sockets and his
scum-coated tongue flops out. The Exalted Hutt's huge tail spasms
through its death throes and then slams down into final stillness. Leia
struggles to free herself of her bondage.

37 EXT SKIFF

Luke continues to destroy the aliens on the guards' skiff, as Han
extends his spear downward to Lando, who is still dangling precariously
from a rope on the prisoner's skiff.

HAN
Lando, grab it!

LANDO
Lower it!

HAN
I'm trying!

A major hit from the barge deck gun knocks the skiff on its side. Han
and almost everything else on board slides overboard. The rope breaks,
and Lando falls to the side of the Sarlacc pit. Luckily, Han's foot
catches on the skiff railing and he dangles above Lando and the pit.
The wounded Wookiee holds onto the skiff for dear life as another hit
from the deck gun rocks the skiff violently.

HAN
Whoa! Whoa! Grab me, Chewie! I'm slipping.

Chewie grabs hold of Han's feet, holding him upside down, as Han
extends the spear toward Lando, who is clutching to the side of the
pit.

HAN
Grab it! L--Lando. Grab!

Luke finishes off the last guard on the second skiff. He sees the deck
gun blasting away at his helpless companions. Luke leaps from the
skiff, across a chasm of air, to the sheer metallic side of the Sail
Barge. Barely able to get a fingerhold, he begins a painful climb up
the hull, when suddenly an ax smashes through a window an inch from his
head. With Jedi agility, Luke grasps the wrist holding the ax and yanks
the helpless guard through the broken window and into the deadly pit.

The injured Chewie is reaching over the rail for the dangling Han, who
is in turn blindly reaching down toward the desperate Lando. The Baron
has stopped his slippage down the sandy slope of the Sarlacc pit by
lying very still. Every time he tries to reach for Han, the loose sand
moves him closer to his final reward.

HAN
Grab it! Almost... You almost got it!

Another blast hits the front of the tilted skiff, causing Lando to let
go of the spear.

LANDO
Hold it! Whoa!

Again Han extends the spear toward Lando.

HAN
Gently now. All... all right. Now easy, easy. Hold me, Chewie.

Lando screams. One of the Sarlacc's tentacles has wrapped tightly
around his ankle, dragging him down the side of the pit.

HAN
Chewie! Chewie, give me the gun. Don't move, Lando.

LANDO
No, wait! I thought you were blind!

HAN
It's all right. Trust me. Don't move.

LANDO
All right! A little higher! Just a little higher!

Han adjusts his aim as Lando lowers his head, and the fuzzy-eyed pirate
fires at the tentacle. Direct hit. The tentacle releases Lando, and
Chewie starts to pull them on board the skiff.

HAN
Chewie, Pull us up! Come on! Okay... up, Chewie, up!

38 EXT UPPER DECK

The deck gunners have Chewie and the desperate dangling human chain in
their gun sights when something up on deck commands their attention:
Luke, standing before them like a pirate king, ignites his lightsaber.
The deck gunners have barely reached for their pistols before the young
Jedi has demolished them. Immediately, Luke turns to see two more
gunners (who have been uncovering a giant gun at the end of the barge)
racing for him, firing their laser pistols.

39 INT SAIL BARGE - OBSERVATION DECK

Leia is struggling against her chains in desperation as Artoo zips
through the tumult of confused monsters to the rescue; the stubby
little droid extends a small laser gun and blasts the chain apart.

LEIA
Come on. We gotta get out of here quick.

Artoo and Leia race for the exit, passing Threepio, who is kicking and
screaming as Salacious Crumb, the reptilian monkey- monster picks out
one of the golden droid's eyes.

THREEPIO
Not my eyes! Artoo, help! Quickly, Artoo. Oh! Ohhh! You beast!

Artoo zips over and zaps Salacious, sending him skyward with a scream,
crashing into the rafters as Artoo, Leia, and Threepio (with his eye
dangling from a wire) hurry off.

40 EXT UPPER DECK - SAIL BARGE

Luke is warding off laser blasts with his lightsaber, surrounded by
guards and fighting like a demon. Leia emerges onto the deck as Luke
turns to face another guard.

LUKE (to Leia)
Get the gun! Point it at the deck!

Leia turns toward the barge cannon, climbs on the platform, and swivels
the gun around.

LUKE
Point it at the deck!

A laser blast hits Luke's mechanical hand and he bends over in pain,
but manages to swing his lightsaber upward and take out the last of the
guards. He looks at the wounded hand, which reveals the mechanism. He
flexes the hand; it still works.

Near the rail of the upper deck, Artoo and Threepio steady themselves
as Threepio gets ready to jump. Artoo beeps wildly.

THREEPIO
Artoo, where are we going? I couldn't possibly jump.

Artoo butts the golden droid over the edge and steps off himself,
tumbling toward the sand.

Luke runs along the empty deck toward Leia and the barge gun, which she
has brought around to point down at the deck.

LUKE
Come on!

Luke has hold on one of the rigging ropes from the mast. He gathers
Leia in his other arm and kicks the trigger of the deck gun. The gun
explodes into the deck as Luke and Leia swing out toward the skiff.

41 EXT SKIFF

Han leans panting against the rail as Chewie helps Lando onto the deck.
Luke and Leia land on the skiff with flair.

LUKE
Let's go! And don't forget the droids.

LANDO
We're on our way.

The Sail Barge is exploding in stages in the distance. Half of the huge
craft is on fire.

42 EXT SAND DUNE

Threepio's legs stick straight up from the dune where he landed. Next
to it, Artoo's periscope is the only thing above the sand. The skiff
floats above them and two large electromagnets dangle down on a wire.
With a loud CLANG, both droids are pulled
from the sand.

43 EXT DUNE SEA

The little skiff skips around the burning Sail Barge, which continues
its chain of explosions. As the skiff sails off across the desert, the
barge settles to the sand and disappears in one final conflagration.

44 EXT DUNE SEA - LANDING AREA

A ferocious sandstorm blocks our view. Then, through the ROAR, we HEAR
THE VOICES of our heroes. They emerge slowly from the veil of sand,
pressing on against the wind. First come Artoo and Threepio, followed
by Leia guiding Han, then Luke and Lando come into view, each
supporting one side of the towering Chewbacca, who hobbles from his
wound.

Soon, they can make out some large vague shapes in the blowing sand. It
is the Millennium Falcon and, parked beside it, Luke's trusty X-wing
and a two-seated Y-wing. They must shout to be heard.

HAN
I don't know. All I can see is a lot of blowing sand!

LEIA
That's all any of us can see.

HAN (blinking)
Then I guess I'm getting better.

As soon as the group huddles under the bulk of the Falcon, the wind
dies down to something more describable as a severe weather condition.
Threepio hits a switch, and the gang-plank lowers with a HUM.

HAN (turning to Luke)
I've got to hand it to you, kid, you were pretty good out there.

LUKE (shrugging it off)
I had a lot of help. Think nothing of it.

HAN
No, I'm thinking a lot about it. That carbon freeze was the closest
thing to dead there is. And it wasn't just sleepin'. It was a big wide
awake nothing!

Luke nods, as Chewie growls affectionately at the young Jedi warrior,
mussing his hair like a proud uncle. And Leia warmly hugs him.

LUKE (moving to his ship)
I'll see you back at the fleet.

HAN
Why don't you leave that crate and come with us?

LUKE
I have a promise I have to keep first... to an old friend.

Luke and Artoo take off in their spacecraft.

HAN
(looking dubiously at Lando, obviously remembering his friend's
betrayal and subsequent aide)
Guess I owe you some thanks, too, Lando.

LANDO
Figured if I left you frozen like that you'd just give me bad luck the
rest of my life, so I might as well get you unfrozen sooner or later.

LEIA
He means "You're welcome."

LANDO
Come on, let's get off this miserable dust ball.

44A EXT SPACE ABOVE TATOOINE

The desolate yellow planet fills the screen, Luke's X-wing appears and
peels off to the left. A moment later, the FALCON appears as a dot and
grows huge, to roar directly over the CAMERA.

45 INT X-WING - COCKPIT

Luke is at the controls, with Artoo attached behind him outside the
canopy. Luke speaks into his comlink to the others, in the MILLENNIUM
FALCON.

LUKE
I'll meet you back at the fleet.

LEIA (over comlink)
Hurry. The Alliance should be assembled by now.

LUKE
I will.

HAN (over comlink)
Hey, Luke, thanks. Thanks for comin' after me. Now I owe you one.

A message from Artoo appears on the small monitor screen in front of
Luke. He smiles at the monitor and speaks to Artoo, as he pulls a black
glove on to cover his wounded mechanical hand.

LUKE
That's right, Artoo. We're going to the Dagobah system. I have a
promise to keep... to an old friend.

46 EXT SPACE - DEATH STAR AND ENDOR

A Super Star Destroyer and several ships of the Imperial Fleet rest in
space above the half-completed Death Star and its green neighbor,
Endor. Four squads of TIE fighters escort an Imperial shuttle toward
the Death Star.

47 INT DEATH STAR - CORRIDOR TO DOCKING BAY

Lord Vader strides down the hallway, accompanied by a very nervous
Death Star commander.

48 INT DOCKING BAY - DEATH STAR

Thousands of Imperial troops in tight formation fill the mammoth
docking bay. Vader and the officer walk to the landing platform, where
the shuttle is coming to rest.

The shuttle's ramp lowers and the Emperor's Royal Guards come out and
create a lethal perimeter. The assembled troops move to rigid attention
with a momentous SNAP.

Then, in the huge SILENCE which follows, the EMPEROR appears. He is a
rather small, shriveled old man. His bent frame slowly makes its way
down the ramp with the aid of a gnarled cane. He wears a hooded cloak
similar to the one Ben wears, except that it is black. The Emperor's
face is shrouded and difficult to see, except for his piercing yellow
eyes. Commander Jerjerrod and Darth Vader kneel to him. The Supreme
Ruler of the galaxy beckons to the Dark Lord.

EMPEROR (to Vader)
Rise, my friend.

Vader rises and falls in next to the Emperor as he slowly makes his way
along the rows of troops. Jerjerrod and the other commanders stay
kneeling until the Supreme Ruler and Vader, followed by several
Imperial dignitaries, pass by; only then do they join in the
procession.

VADER
The Death Star will be completed on schedule.

EMPEROR
You have done well, Lord Vader. And now I sense you wish to continue
your search for young Skywalker.

VADER
Yes, my Master.

EMPEROR
Patience, my friend. In time he will seek you out. And when he does,
you must bring him
before me. He has grown strong. Only together can we turn him to the
dark side of the
Force.

VADER
As you wish.

EMPEROR
Everything is proceeding as I have foreseen.

He laughs to himself as they pass along the vast line of Imperial
troops.

49 EXT YODA'S HOUSE - DAGOBAH

Once again, Artoo finds himself waiting around in the damp environs of
the swamp planet, and he's none too happy about it. He beeps
disconsolately to himself and turns to look at Yoda's cottage. Warm
yellow light escapes the oddly shaped windows to fight the gloom.

50 INT YODA'S HOUSE

The tip of a walking stick taps hesitantly across the earthen floor of
the cottage. Our view travels up the stick to the small green hand that
clutches it, and then to the familiar face of YODA, THE JEDI MASTER.
His manner is frail, and his voice, though cheerful, seems weaker.

YODA
Hmm. That face you make. Look I so old to young eyes?

Luke is sitting in a corner of the cramped space and, indeed, his look
has been woeful. Caught, he tries to hide it.

LUKE
No... of course not.

YODA (tickled, chuckles)
I do, yes, I do! Sick have I become. Old and weak.
(Points a crooked finger)
When nine hundred years old you reach, look as good you will not. Hmm?

Yoda chuckles at this, coughs, and hobbles over toward his bed.

YODA
Soon will I rest. Yes, forever sleep. Earned it, I have.

Yoda sits himself on his bed, with great effort.

LUKE
Master Yoda, you can't die.

YODA
Strong am I with the Force... but not that strong! Twilight is upon me
and soon night must fall. That is the way of things... the way of the
Force.

LUKE
But I need your help. I've come back to complete the training.

YODA
No more training do you require. Already know you that which you need.

Yoda sighs, and lies back on his bed.

LUKE
Then I am a Jedi?

YODA (shakes his head)
Ohhh. Not yet. One thing remains: Vader. You must confront Vader. Then,
only then, a Jedi will you be. And confront him you will.

Luke is in agony. He is silent for a long moment, screwing up his
courage. Finally he is able to ask.

LUKE
Master Yoda... is Darth Vader my father?

Yoda's eyes are full of weariness and compassion. An odd, sad smile
creases his face. He turns painfully on his side, away from Luke.

YODA
Mmm... rest I need. Yes... rest.

Luke watches him, each moment an eternity.

LUKE
Yoda, I must know.

YODA
Your father he is.

Luke reacts as if cut.

YODA
Told you, did he?

LUKE
Yes.

A new look of concern crosses Yoda's face. He closes his eyes.

YODA
Unexpected this is, and unfortunate...

LUKE
Unfortunate that I know the truth?

Yoda opens his eyes again and studies the youth.

YODA (gathering all his strength)
No. Unfortunate that you rushed to face him... that incomplete was your
training. Not
ready for the burden were you.

LUKE
Well, I'm sorry.

YODA
Remember, a Jedi's strength flows from the Force. But beware. Anger,
fear, aggression.
The dark side are they. Once you start down the dark path, forever
will it dominate your
destiny.

He beckons the young Jedi closer to him.

YODA
Luke...Luke...Do not...Do not underestimate the powers of the Emperor,
or suffer your father's fate, you will. Luke, when gone am I
(cough),
the last of the Jedi will you be. Luke, the Force runs strong in your
family. Pass on what you have learned, Luke...
(with great effort)
There is...another...Sky...Sky...walker.

He catches his breath. A shiver runs through the ancient green
creature, and he dies. Luke stares at his dead master as he disappears
in front of his eyes.

51 EXT DAGOBAH SWAMP - X-WING

Luke wanders back to where his ship is sitting. Artoo beeps a greeting,
but is ignored by his depressed master. Luke kneels down, begins to
help Artoo with the ship, then stops and shakes his head dejectedly.

LUKE
I can't do it, Artoo. I can't go on alone.

BEN (OS)
Yoda will always be with you.

Luke looks up to see the shimmering image of BEN KENOBI.

LUKE
Obi-Wan! Why didn't you tell me?

The ghost of Ben Kenobi approaches him through the swamp.

LUKE
You told me Vader betrayed and murdered my father.

BEN
You father was seduced by the dark side of the Force. He ceased to be
Anakin Skywalker
and became Darth Vader. When that happened, the good man who was your
father was destroyed. So what I have told you was true... from a
certain point of view.

LUKE (turning away, derisive)
A certain point of view!

BEN
Luke, you're going to find that many of the truths we cling to depend
greatly on our own
point of view.

Luke is unresponsive. Ben studies him in silence for a moment.

BEN
I don't blame you for being angry. If I was wrong in what I did, it
certainly wouldn't have been for the first time. You see, what happened
to your father was my fault.

Ben pauses sadly.

BEN
Anakin was a good friend.

Luke turns with interest at this. As Ben speaks, Luke settles on a
stump, mesmerized. Artoo comes over to offer his comforting presence.

BEN
When I first knew him, your father was already a great pilot. But I was
amazed how strongly the Force was with him. I took it upon myself to
train him as a Jedi. I thought that I could instruct him just as well
as Yoda. I was wrong. My pride has had terrible consequences for the
galaxy.

Luke is entranced.

LUKE
There's still good in him.

BEN
I also thought he could be turned back to the good side. It couldn't be
done. He is more machine now than man. Twisted and evil.

LUKE
I can't do it, Ben.

BEN
You cannot escape your destiny.

LUKE
I tried to stop him once. I couldn't do it.

BEN
Vader humbled you when first you met him, Luke... but that experience
was part of your training. It taught you, among other things, the value
of patience. Had you not been so impatient to defeat Vader then, you
could have finished your training here with Yoda. You would have been
prepared.

LUKE
But I had to help my friends.

BEN (grinning at Luke's indignation)
And did you help them? It was they who had to save you. You achieved
little by rushing back prematurely, I fear.

LUKE (with sadness)
I found out Darth Vader was my father.

BEN
To be a Jedi, Luke, you must confront and then go beyond the dark side
- the side your father couldn't get past. Impatience is the easiest
door - for you, like your father. Only, your father was seduced by what
he found on the other side of the door, and you have held firm. You're
no longer so reckless now, Luke. You are strong and patient. And now,
you must face Darth Vader again!

LUKE
I can't kill my own father.

BEN
Then the Emperor has already won. You were our only hope.

LUKE
Yoda spoke of another.

BEN
The other he spoke of is your twin sister.

LUKE
But I have no sister.

BEN
Hmm. To protect you both from the Emperor, you were hidden from your
father when you were born. The Emperor knew, as I did, if Anakin were
to have any offspring, they would be a threat to him. That is the
reason why your sister remains safely anonymous.

LUKE
Leia! Leia's my sister.

BEN
Your insight serves you well. Bury your feelings deep down, Luke. They
do you credit.
But they could be made to serve the Emperor.

Luke looks into the distance, trying to comprehend all this.

BEN (continuing his narrative)
When your father left, he didn't know your mother was pregnant. Your
mother and I knew he would find out eventually, but we wanted to keep
you both as safe as possible, for as long as possible. So I took you
to live with my brother Owen on Tatooine... and your mother took Leia
to live as the daughter of Senator Organa, on Alderaan.

Luke turns, and settles near Ben to hear the tale.

BEN (attempting to give solace with his words)
The Organa household was high-born and politically quite powerful in
that system. Leia became a princess by virtue of lineage... no one knew
she'd been adopted, of course. But it was a title without real power,
since Alderaan had long been a democracy. Even so, the family
continued to be politically powerful, and Leia, following in her foster
father's path, became a senator as well. That's not all she became, of
course... she became the leader of her cell in the Alliance against the
corrupt Empire. And because she had diplomatic immunity, she was a
vital link for getting information to the Rebel cause. That's what she
was doing when her path crossed yours... for her foster parents had
always told her to contact me on Tatooine, if her troubles became
desperate.

Luke is overwhelmed by the truth, and is suddenly protective of his
sister.

LUKE
But you can't let her get involved now, Ben. Vader will destroy her.

BEN
She hasn't been trained in the ways of the Jedi the way you have,
Luke... but the Force is strong with her, as it is with all of your
family. There is no avoiding the battle. You must face and destroy
Vader!

52 EXT SPACE - REBEL FLEET

The vast Rebel Fleet stretches as far as the eye can see. Overhead a
dozen small Corellian battleships fly in formation. Fighters and
battlecruisers surround the largest of the Rebel Star Cruisers, the
HEADQUARTERS FRIGATE.

53 INT HEADQUARTERS FRIGATE - MAIN BRIEFING ROOM

Hundreds of Rebel commanders of all races and forms are assembled in
the WAR ROOM. WEDGE is among them. In the center of the room is a
holographic model depicting the half-completed Imperial Death Star, the
nearby Moon of Endor, and the protecting deflector shield.

MON MOTHMA, the leader of the Alliance, enters the room. She is a stern
but beautiful woman in her fifties. Conferring with her are several
military leaders, including GENERAL MADINE and ADMIRAL ACKBAR (a
salmon-colored Mon Calamari). Lando moves through the crowd until he
finds Han and Chewie, standing next to Leia and the two droids.

Han peers at Lando's new insignia on his chest, and is amused.

HAN
Well, look at you, a general, huh?

LANDO
Oh, well, someone must have told them about my little maneuver at the
battle of Taanab.

HAN (sarcastic)
Well, don't look at me, pal. I just said you were a fair pilot. I
didn't know they were
lookin' for somebody to lead this crazy attack.

LANDO (smiling)
I'm surprised they didn't ask you to do it.

HAN
Well, who says they didn't. But I ain't crazy. You're the respectable
one, remember?

Mon Mothma signals for attention, and the room falls silent.

MON MOTHMA
The Emperor has made a critical error and the time for our attack has
come.

This causes a stir. Mon Mothma turns to a holographic model of the
Death Star, the Endor moon and the protecting deflector shield in the
center of the room.

MON MOTHMA
The data brought to us by the Bothan spies pinpoints the exact location
of the Emperor's new battle station. We also know that the weapon
systems of this Death Star are not yet operational. With the Imperial
Fleet spread throughout the galaxy in a vain effort to engage us, it is
relatively unprotected. But most important of all, we've learned that
the Emperor himself is personally overseeing the final stages of the
construction of this Death Star.

A volley of spirited chatter erupts from the crowd. Han turns to Leia
as Chewie barks his amazement.

MON MOTHMA (cont)
Many Bothans died to bring us this information. Admiral Ackbar, please.

Admiral Ackbar steps forward and points to the Death Star's force field
and the Moon of Endor.

ACKBAR
You can see here the Death Star orbiting the forest Moon of Endor.
Although the weapon
systems on this Death Star are not yet operational, the Death Star does
have a strong defense mechanism. It is protected by an energy shield,
which is generated from the nearby forest Moon of Endor. The shield
must be deactivated if any attack is to be attempted. Once the shield
is down, our cruisers will create a perimeter, while the fighters fly
into the superstructure and attempt to knock out the main reactor.

There's a concerned murmur.

ACKBAR (cont)
General Calrissian has volunteered to lead the fighter attack

Han turns to Lando with a look of respect.

HAN
Good luck.

Lando nods his thanks.

HAN
You're gonna need it.

ACKBAR
General Madine.

Madine moves center stage.

GENERAL MADINE
We have stolen a small Imperial shuttle. Disguised as a cargo ship, and
using a secret
Imperial code, a strike team will land on the moon and deactivate the
shield generator.

The assembly begins to mumble among themselves.

THREEPIO
Sounds dangerous.

LEIA (to Han)
I wonder who they found to pull that off.

GENERAL MADINE
General Solo, is your strike team assembled?

Leia, startled, looks up at Han, surprise changing to admiration.

HAN
Uh, my team's ready. I don't have a command crew for the shuttle.

Chewbacca raises his hairy paw and volunteers. Han looks up at him.

HAN
Well, it's gonna be rough, pal. I didn't want to speak for you.

Chewie waves that off with a huge GROWL.

HAN (smiles)
That's one.

LEIA
Uh, General... count me in.

VOICE (OS)
I'm with you, too!

They turn in that direction and peer into the crowd as there are more
cheers. The commanders part, and there at the back stands Luke. Han and
Leia are surprised and delighted.

Leia moves to Luke and embraces him warmly. She senses a change in him
and looks into his eyes questioningly.

LEIA
What is it?

LUKE (hesitant)
Ask me again sometime.

Han, Chewie, and Lando crowd around Luke as the assembly breaks up.

HAN
Luke.

LUKE
Hi, Han... Chewie.

Artoo beeps a singsong observation to a worried Threepio.

THREEPIO
"Exciting" is hardly the word I would use.

54 INT HEADQUARTERS FRIGATE - MAIN DOCKING BAY

The Millennium Falcon rests beyond the stolen IMPERIAL SHUTTLE, which
looks anomalous among all the Rebel ships in the vast docking bay.
Chewie barks a final farewell to Lando and leads Artoo and Threepio up
the shuttle, crowded now with the Rebel strike team loading weapons and
supplies. Lando turns to face Han. Luke and Leia have said their good-
byes and start up the ramp.

HAN
Look. I want you to take her. I mean it. Take her. You need all the
help you can get. She's
the fastest ship in the fleet.

LANDO
All right, old buddy. You know, I know what she means to you. I'll take
good care of her.
She-she won't get a scratch. All right?

HAN (looks at him warmly)
Right. I got your promise now. Not a scratch.

LANDO
Look, would you get going, you pirate.

Han and Lando pause, then exchange salutes.

LANDO
Good luck.

HAN
You, too.

Han goes up the ramp. Lando watches him go and then slowly turns away.

55 INT IMPERIAL SHUTTLE - COCKPIT

Luke is working on a back control panel as Han comes in and takes the
pilot's seat. Chewie, in the seat next to him, is trying to figure out
all the Imperial controls.

HAN
You got her warmed?

LUKE
Yeah, she's comin' up.

Chewie growls a complaint.

HAN
No. I don't think the Empire had Wookiees in mind when they designed
her, Chewie.

Leia comes in from the hold and takes her seat near Luke.

Chewie barks and hits some switches. Han's glance has stuck on
something out the window: the Millennium Falcon. Leia nudges him
gently.

LEIA
Hey, are you awake?

HAN
Yeah, I just got a funny feeling. Like I'm not gonna see her again.

Chewie, hearing this, stops his activity and looks longingly out at the
Falcon, too. Leia puts a hand on Han's shoulder.

LEIA (softly)
Come on, General, let's move.

Han snaps back to life.

HAN
Right. Chewie, let's see what this piece of junk can do. Ready,
everybody?

LUKE
All set.

THREEPIO
Here we go again.

HAN
All right, hang on.

56 EXT SPACE - THE REBEL FLEET

The stolen Imperial shuttle leaves the main docking bay of the
Headquarters Frigate, lowers its wings into flight position, and zooms
off into space.

57 INT EMPEROR'S THRONE ROOM

The converted control room is dimly lit, except for a pool of light at
the far end. There the Emperor sits in an elaborate control chair
before a large window which looks out across the half-completed Death
Star to the giant green moon of Endor.

Darth Vader, standing with other members of the Imperial council,
cautiously approaches his master. The ruler's back is to Vader. After
several tense moments, the Emperor's chair rotates around to face him.

VADER
What is thy bidding, my Master?

EMPEROR
Send the fleet to the far side of Endor. There it will stay until
called for.

VADER
What of the reports of the Rebel fleet massing near Sullust?

EMPEROR
It is of no concern. Soon the Rebellion will be crushed and young
Skywalker will be one of us! Your work here is finished, my friend. Go
out to the command ship and await my orders.

VADER
Yes, my Master.

Vader bows, then turns and exits the throne room as the Emperor walks
toward the waiting council members.

58 EXT SPACE - DEATH STAR - MOON

There is a great deal of Imperial traffic in the area as construction
proceeds on the Death Star. Transports, TIE fighters, and a few Star
Destroyers move about. Now the huge Super Star Destroyer announces
itself with a low roar and soon fills the frame.

59 INT STOLEN IMPERIAL SHUTTLE - COCKPIT

Han looks back at Luke and Leia as Chewie flips several switches.
Through the viewscreen, the Death Star and the huge Super Star
Destroyer can be seen.

HAN
If they don't go for this, we're gonna have to get outta here pretty
quick, Chewie.

Chewie growls his agreement.

CONTROLLER (over radio)
We have you on our screen now. Please identify.

HAN
Shuttle Tydirium requesting deactivation of the deflector shield.

CONTROLLER (over radio)
Shuttle Tydirium, transmit the clearance code for shield passage.

HAN
Transmission commencing.

Leia and Chewbacca listen tensely as the sound of a high speed
transmission begins.

LEIA
Now we find out if that code is worth the price we paid.

HAN
It'll work. It'll work.

Chewie whines nervously. Luke stares at the Huge Super Star Destroyer
that looms ever larger before them.

LUKE
Vader's on that ship.

HAN
Now don't get jittery, Luke. There are a lot of command ships. Keep
your distance though, Chewie, but don't look like you're trying to keep
your distance.

Chewie barks a question.

HAN
I don't know. Fly casual.

LUKE
I'm endangering the mission. I shouldn't have come.

HAN
It's your imagination, kid. Come on. Let's keep a little optimism here.

Chewie barks his worries as the Super Star Destroyer grows larger out
the window.

60 INT VADER'S STAR DESTROYER - BRIDGE

Lord Vader stands, back to us, staring out a window at the Death Star.
Now, some vibration felt only by him causes him to turn. After a moment
of stillness, he walks down the row of controllers to where ADMIRAL
PIETT is leaning over the tracking screen of the controller we've seen
earlier. Piett straightens at Vader's approach.

VADER
Where is that shuttle going?

PIETT (into comlink)
Shuttle Tydirium, what is your cargo and destination?

PILOT VOICE (HAN) (filtered)
Parts and technical crew for the forest moon.

The Bridge Commander looks to Vader for a reaction.

VADER
Do they have a code clearance?

PIETT
It's an older code, sir, but it checks out. I was about to clear them.

Vader looks upward, as he senses Luke's presence.

PIETT
Shall I hold them?

VADER
No. Leave them to me. I will deal with them myself.

PIETT (surprised)
As you wish, my lord.
(to controller)
Carry on.

Piett nods at controller, who switches on his comlink.

61 INT STOLEN IMPERIAL SHUTTLE - COCKPIT

The group waits tensely.

HAN
They're not goin' for it, Chewie.

CONTROLLER (filtered)
Shuttle Tydirium, deactivation of the shield will commence immediately.
Follow your
present course.

Everyone breaths a sigh of relief. Everyone but Luke, who looks
worried. Chewie barks.

HAN
Okay! I told you it was gonna work. No problem.

62 EXT SPACE - STOLEN IMPERIAL SHUTTLE - ENDOR

The stolen Imperial shuttle moves off toward the green Sanctuary Moon.

63 EXT FOREST LANDING SITE - ENDOR

The stolen Imperial shuttle sits in a clearing of the moon's dark,
primeval forest, dwarfed by the ancient towering trees.

On an adjacent hill, the helmeted Rebel contingent makes its way up a
steep trail. Leia and Han are slightly ahead of Chewie and Luke. The
troops of the strike-team squad follow, with Artoo and Threepio
bringing up the rear. Artoo beeps.

Up ahead, Chewie and Leia reach a crest in the hill and drop suddenly
to the ground, signaling the rest of the group to stop. Han and Luke
crawl up to take a look.

THREEPIO
Oh, I told you it was dangerous here.

THEIR POV. Not far below them, two IMPERIAL SCOUTS are wandering
through bushes in the valley below. Their two ROCKET BIKES are parked
nearby.

LEIA
Shall we try and go around?

HAN
It'll take time. This whole party'll be for nothing if they see us.

Leia motions for the squad to stay put, then she, Han, Luke and Chewie
start quietly down.

64 EXT FOREST CLEARING - CAMPSITE

The four friends make their way to the edge of the clearing not far
from the two Imperial scouts.

HAN
Chewie and I will take care of this. You stay here.

LUKE
Quietly, there might be more of them out there.

HAN (grins)
Hey... it's me.

Han and Chewie turn and start through the bushes toward the scouts.
Luke and Leia exchange smiles.

Han sneaks up behind one of the scouts, steps on a twig and the scout
whirls, knocking Han into a tree. The scout shouts for his companion.

SCOUT #1
Go for help! Go!

The second scout jumps on his speeder bike and takes off, but Chewie
gets off a shot on his crossbow laser weapon, causing the scout to
crash into a tree. Han and Scout #1 are in a rousing fistfight.

LUKE (sarcastic)
Great. Come on.

Luke starts for the scuffle, followed by Leia with her laser pistol
drawn. As they run through the bushes, Leia stops and points to where
two more scouts are sitting on their speeder bikes, with an unoccupied
bike parked nearby.

LEIA
Over there! Two more of them!

LUKE
I see them. Wait, Leia!

But Leia doesn't hear him and races for the remaining speeder bike. She
starts it up and takes off as Luke jumps on the bike behind her.

LUKE (pointing to the controls)
Quick! Jam their comlink. Center switch!

Luke and Leia speed into the dense foliage in hot pursuit, barely
avoiding two huge trees.

HAN
Hey, wait! Ahhh!

He flips the remaining scout to the ground.

65 EXT FOREST - THE BIKE CHASE

The two fleeing Imperial scouts have a good lead as Luke and Leia
pursue through the giant trees at 200 miles an hour, the fire from
their bike's laser cannon hitting harmlessly near the moving targets.

LUKE
Move closer!

Leia guns it, closing the gap, as the two scouts recklessly veer
through a narrow gap in the trees. One of the bikes SCRAPES a tree,
slowing the scout.

LUKE
Get alongside that one!

Leia pulls her speeder bike up so close to the scout's bike that their
steering vanes SCRAPE noisily. Luke leaps from his bike to the back of
the scout's, grabs the Imperial warrior around the neck, and flips him
off the bike, into a thick tree trunk. Luke gains control of the bike
and follows Leia, who has pulled ahead. They tear off after the
remaining scout.

LUKE
Get him!

The speeding chase passes TWO MORE IMPERIAL SCOUTS. These two swing
into pursuit, chasing Luke and Leia, firing away with their laser
cannon. The two Rebels look behind them just as Luke's bike takes a
glancing hit.

LUKE (indicating the one ahead)
Keep on that one! I'll take these two!

With Leia shooting ahead, Luke suddenly slams his steering vanes into
the braking mode. Luke's bike is a blur to the two pursuing scouts as
they zip by him on either side. Luke slams his bike into forward and
starts firing away, having switched places with his pursuers in a
manner of seconds. Luke's aim is good and one scout's bike is blasted
out of control. It explodes against a tree trunk.

The scout's cohort takes one glance back at the flash and shifts into
turbo drive, going even faster. Luke keeps on his tail.

FAR AHEAD, Leia and the first scout are doing a highspeed slalom
through the death-dealing trunks. Now Leia aims her bike skyward and
rises out of sight.

The scout turns in confusion, unable to see his pursuer. Suddenly, Leia
dives down upon him from above, cannon blasting. The scout's bike takes
a glancing hit.

Leia moves in alongside him. The scout eyes her beside him, reaches
down, and pulls out a handgun. Before Leia can react, the scout has
blasted her bike, sending it out of control. Leia dives off as her bike
explodes against a tree. The happy scout looks back at the explosion.
But when he turns forward again, he is on a collision course with a
giant fallen tree. He hits his brakes to no avail and disappears in a
conflagration.

ANOTHER PART OF THE FOREST: Luke and the last remaining scout continue
their weaving chase through the trees. Now Luke moves up close. The
scout responds by slamming his bike into Luke's. A fallen tree forms a
bridge across their path. The scout zips under. Luke goes over the top
and crashes his bike down on the scout's. Both riders look ahead - a
wide trunk looms directly in Luke's path, but the scout's bike beside
him makes it almost impossible for him to avoid it. Luke banks with all
his might, leaning almost horizontal over the scout's bike, and is able
to make it by, just clipping the tree. When he straightens, he and the
scout discover that their two bikes have locked front vanes and are
moving as one.

Another big tree looms in Luke's path. He reacts instinctively and
dives off his bike. The two bikes come apart a second before Luke's
explodes against a tree. The scout sweeps out and circles back to find
Luke.

Luke rises from the undergrowth as the scout bears down on him and
opens fire with his laser cannon. Luke ignites his laser sword and
begins deflecting the bolts. The scout's bike keeps coming and it
appears that in a second it will cut Luke in half. At the last instant,
Luke steps aside and chops off the bike's control vanes with one mighty
slash. The scout's bike begins to shudder, then, pitching and rolling,
it rises up to slam directly into a tree in a giant ball of fire.

66 EXT SCOUT CAMPSITE - FOREST

Han, Chewie, and the droids, along with the rest of the squad, wait
anxiously in the clearing. Artoo's radar screen sticks out of his domed
head and revolves, scanning the forest. He beeps.

THREEPIO
Oh, General Solo, somebody's coming. Oh!

Han, Chewie, and the rest of the squad raise their weapons.

Luke steps out of the foliage to find the weapons trained on him. He's
too tired to care. He plops himself down on a boulder and looks around.

HAN
Luke! Where's Leia?

LUKE (concerned)
What? She didn't come back?

HAN
I thought she was with you.

LUKE
We got separated.

Luke and Han exchange a silent, grim look. Luke gets up wearily.

LUKE
Hey, we better go look for her.

Han nods, and signals to a Rebel officer.

HAN
Take the squad ahead. We'll meet at the shield generator at 0300.

LUKE
Come on, Artoo. We'll need your scanners.

Luke, Chewie, Han, and the droids move off in one direction as the
squad proceeds in another.

THREEPIO
Don't worry, Master Luke. We know what to do.

They move off into the woods.

THREEPIO (to Artoo)
And you said it was pretty here. Ugh!

67 EXT FOREST CLEARING - LEIA'S CRASH SITE

A strange little furry face with huge black eyes comes slowly into
view. The creature is an EWOK, by the name of WICKET. He seems somewhat
puzzled, and prods Leia with a spear. The princess groans; this
frightens the stubby ball of fuzz and he prods her again. Leia sits up
and stares at the three-foot-high Ewok. She tries to figure out where
she is and what has happened. Her clothes are torn; she's bruised and
disheveled.

The Ewok jumps up and grabs a four-foot-long spear, which he holds in a
defensive position. Leia watches him as he circles warily and begins
poking her with the sharp point of the spear.

LEIA
Cut it out!

She stands up, and the Ewok quickly backs away.

LEIA
I'm not gonna hurt you.

Leia looks around at the dense forest, and at the charred remains of
her speeder bike, then sits down, with a sigh, on a fallen log.

LEIA
Well, looks like I'm stuck here. Trouble is, I don't know where here
is.

She puts her head in her hands to rub away some of the soreness from
her fall. She looks over at the watchful little Ewok and pats the log
beside her.

LEIA
Well, maybe you can help me. Come on, sit down.

Wicket holds his spear up warily and growls at her like a puppy. Leia
pats the log again.

LEIA
I promise I won't hurt you. Now come here.

More growls and squeaks from the little bear creature.

LEIA
All right. You want something to eat?

She takes a scrap of food out of her pocket and offers it to him.
Wicket takes a step backward, then cocks his head and moves cautiously
toward Leia, chattering in his squeaky Ewok language.

LEIA
That's right. Come on. Hmmm?

Sniffing the food curiously, the Ewok comes toward Leia and sits on the
log beside her. She takes off her helmet, and the little creature jumps
back, startled again. He runs along the log, pointing his spear at her
and chattering a blue streak. Leia holds out the helmet to him.

LEIA
Look, it's a hat. It's not gonna hurt you. Look. You're a jittery
little thing, aren't you?

Reassured, Wicket lowers his spear and climbs back on the log, coming
to investigate the helmet. Suddenly his ears perk up and he begins to
sniff the air. He looks around warily, whispering some Ewokese warning
to Leia.

LEIA
What is it?

Suddenly a laser bolt comes out of the foliage and explodes on the log
next to Leia. Leia and Wicket both roll backwards off the log, hiding
behind it. Leia holds her own laser gun ready, while Wicket disappears
underneath the log. Another shot, and still no sight of anyone in the
forest. Then Leia senses something and turns to find a large IMPERIAL
SCOUT standing over her with his weapon pointed at her head. He reaches
out his hand for her weapon.

SCOUT #l
Freeze! Come on, get up!

She hands the weapon over, as a second scout emerges from the foliage
in front of the log.

SCOUT #1
Go get your ride and take her back to base.

SCOUT #2
Yes, sir.

The second scout starts toward his bike, as Wicket, crouched under the
log, extends his spear and hits the first scout on the leg. The scout
jumps and lets out an exclamation, and looks down at Wicket, puzzled.
Leia grabs a branch and knocks him out. She dives for his laser pistol,
and the second scout, now on his bike, takes off. Leia fires away and
hits the escaping bike, causing it to crash into the first scout's
bike, which flies end over end and explodes. The forest is quiet once
more. Wicket pokes his fuzzy head up from behind the log and regards
Leia withÊnew respect. He mumbles his awe. Leia hurries over, looking
around all the time, and motions the chubby little creature into the
dense foliage.

LEIA
Come on, let's get outta here.

As they move into the foliage, Wicket takes the lead. He shrieks and
tugs at Leia to follow him.

68 INT DEATH STAR - CORRIDOR TO EMPEROR'S TOWER

Darth Vader walks down the corridor to the Emperor's Tower and private
elevator. The Emperor's private guard steps in Vader's path.

GUARD
Halt! The Emperor does not wish to be disturbed at the moment.

VADER
(raising his gloved hand to the two guards and choking them with the
Force)
The Emperor will see me, now!

GUARD
(repeating Vader's command)
The Emperor will see you, now.

69 INT EMPEROR'S TOWER - THRONE ROOM

Two red Imperial Guards stand watch at the elevator as the door opens
to reveal Vader. Vader enters the eerie, foreboding throne room. It
appears to be empty. His footsteps echo as he approaches the throne. He
waits, absolutely still. The Emperor sits with his back to the Dark
Lord.

EMPEROR
I told you to remain on the command ship.

VADER
A small Rebel force has penetrated the shield and landed on Endor.

EMPEROR (no surprise)
Yes, I know.

VADER (after a beat)
My son is with them.

EMPEROR (very cool)
Are you sure?

VADER
I have felt him, my Master.

EMPEROR
Strange, that I have not. I wonder if your feelings on this matter are
clear, Lord
Vader.

Vader knows what is being asked.

VADER
They are clear, my Master.

EMPEROR
Then you must go to the Sanctuary Moon and wait for them.

VADER (skeptical)
He will come to me?

EMPEROR
I have foreseen it. His compassion for you will be his undoing. He will
come to you and
then you will bring him before me.

VADER (bows)
As you wish.

The Dark Lord strides out of the throne room.

70 EXT FOREST CLEARING - LEIA'S CRASH SITE

Han, Luke, Chewie, and the two droids are spread out as they move
through the heavy foliage near the clearing where we last saw Leia.
Luke finds Leia's helmet, picks it up with an expression of concern.

HAN (OS)
Luke! Luke!

Luke runs with the helmet to where Han has found the charred wreckage
of a speeder bike in the grass.

THREEPIO
Oh, Master Luke.

LUKE
There's two more wrecked speeders back there. And I found this.

He tosses the helmet to Han.

THREEPIO
I'm afraid that Artoo's sensors can find no trace of Princess Leia.

HAN (gravely)
I hope she's alright.

Chewbacca growls, sniffing the air, then, with a bark, pushes off
through the foliage.

HAN
What, Chewie? What? Chewie!

The others rush to keep up with the giant Wookiee. As he scoots along,
Artoo whistles nervously.

71 EXT FOREST - DENSE FOLIAGE

The group has reached a break in the undergrowth. Chewie walks up to a
tall stake planted in the ground. There is a dead animal hanging from
it.

HAN
Hey, I don't get it.

The rest of the group joins the Wookiee around the stake.

HAN (cont)
Nah, it's just a dead animal, Chewie.

Chewie can't resist. He reaches toward the meat.

LUKE
Chewie, wa-wait! Don't!

Too late. The Wookiee has already pulled the animal from the stake.
SPROOING! The group finds itself hanging upside down in an Ewok net,
suspended high above the clearing. Artoo lets out a wild series of
beeps and whistles, and Chewie howls his regret. Their bodies are a
jumble in the net. Han removes a Wookiee paw from his mouth.

HAN
Nice work. Great, Chewie! Great! Always thinking with your stomach.

LUKE
Will you take it easy? Let's just figure out a way to get out of this
thing.
(trying to free an arm)
Han, can you reach my lightsaber?

HAN
Yeah, sure.

Artoo is at the bottommost point in the net. He extends his cutting
appendage and begins slicing at the net. Han is trying to squeeze an
arm past Threepio to get at Luke's lightsaber. The net continues to
spin.

THREEPIO
Artoo, I'm not sure that's such a good idea. It's a very long dro-o-
op!!

Artoo has cut through and the entire group tumbles out of the net,
crashing to the ground. As they regain their senses and sit up, they
realize they are surrounded by dozens of Ewoks, each brandishing a long
spear.

HAN
Wha--? Hey! Point that thing someplace else.

Han pushes the spear wielded by TEEBO out of his face and a second Ewok
warrior comes up to argue with Teebo. The spear returns to Han's face.
He grabs it angrily and starts to go for his laser pistol.

HAN
Hey!

LUKE
Han, don't. It'll be all right.

The Ewoks swarm through them and confiscate their weapons. Luke lets
them take his lightsaber. Chewie growls at the furry critters.

LUKE
Chewie, give 'em your crossbow.

Artoo and Threepio are just untangling themselves. Threepio gets free
of the net and sits up, rattled.

THREEPIO
Oh, my head. Oh, my goodness!

When the Ewoks see Threepio, they let out a gasp and chatter among
themselves. Threepio speaks to them in their native tongue. The Ewok
nearest him drops his spear and prostrates himself before the droid. In
a moment, all the Ewoks have followed suit. Chewie lets out a puzzled
bark. Han and Luke regard the bowed creatures in wonder. The Ewoks
begin to chant at Threepio.

LUKE
Do you understand anything they're saying?

THREEPIO
Oh, yes, Master Luke! Remember that I am fluent in over six million
forms of
communication.

HAN
What are you telling them?

THREEPIO
Hello, I think... I could be mistaken. They're using a very primitive
dialect. But
I do believe they think I am some sort of god.

Chewbacca and Artoo think that's very funny. Han and Luke exchange
"what next?" looks.

HAN
Well, why don't you use your divine influence and get us out of this?

THREEPIO
I beg your pardon, General Solo, but that just wouldn't be proper.

HAN
Proper?!

THREEPIO
It's against my programming to impersonate a deity.

Han moves toward Threepio threateningly.

HAN
Why, you--

Several Ewoks' spears are thrust in Han's face at the affront to their
god. The Ewoks move in to protect their god and Han is surrounded by a
menacing circle of spears, all aimed at him. He holds up his hands
placatingly.

HAN
My mistake. He's an old friend of mine.

72 EXT FOREST - SERIES OF SHOTS

A procession of Ewoks winds through the ever-darkening forest. Their
prisoners - Han, Luke, Chewie, and Artoo - are tied to long poles and
wrapped in vines, cocoonlike.

Each pole is carried on the shoulders of several Ewoks. Behind the
captives, Threepio is carried on a litter, like a king, by the
remaining creatures.

73 EXT FOREST WALKWAY - MOON FOREST

The procession moves along a shaky, narrow, wooden walkway, high in the
giant trees. It stops at the end of the walkway, which drops off into
nothingness. On the other side of the abyss is a village of mud huts
and rickety walkways, attached to the giant trees. The lead Ewok takes
hold of a long vine and swings across to the village square; the other
Ewoks follow suit.

74 EXT EWOK VILLAGE SQUARE

The procession winds its way into the village square. Mother Ewoks
gather their babies up and scurry into their huts at the sight of the
newcomers. The group stops before the largest hut.

Han, Luke, Chewie, and Artoo are still bound to their poles. Han is
placed on a spit above what looks like a barbecue pit and the others
are leaned against a tree nearby. Threepio's litter/throne is gently
placed near the pit. He watches with rapt fascination. Han, Luke, and
Chewie are less than fascinated.

HAN
I have a really bad feeling about this.

Chewie growls his concern.

Suddenly all activity stops as LOGRAY, the tribal Medicine Man, comes
out of the big hut. He examines the captives carefully, goes to join
Threepio, whose throne has been placed on an elevated platform. A
larger, gray-haired Ewok, CHIEF CHIRPA, is examining Luke's lightsaber
with great curiosity.

Logray speaks to Threepio and the assemblage of fuzzy Ewoks, pointing
to the prisoners tied to the stakes. The Ewoks begin filling the pit
under Han with firewood.

HAN
What did he say?

THREEPIO
I'm rather embarrassed, General Solo, but it appears you are to be the
main course at a
banquet in my honor.

The drums start beating, and all the furry heads turn to the large hut.
Leia emerges, wearing an animal-skin dress. She sees what's happening
at the same moment the prisoners see her.

HAN and LUKE
Leia!

As she moves toward them, the Ewoks block her way with raised spears.

LEIA
Oh!

THREEPIO
Your Royal Highness.

Artoo and Chewie chime in with their welcome. Leia looks at the
assembled Ewoks and sighs.

LEIA
But these are my friends. Threepio, tell them they must be set free.

Threepio talks to Chirpa and Logray, who listen and shake their heads
negatively. The Medicine Man gestures toward the prisoners and barks
some orders. Several Ewoks jump up and pile more wood on the barbecue
with vigor. Leia trades frantic looks with Luke and Han .

HAN
Somehow, I got the feeling that didn't help us very much.

LUKE
Threepio, tell them if they don't do as you wish, you'll become angry
and use your magic.

THREEPIO
But Master Luke, what magic? I couldn't possibly --

LUKE
Just tell them.

Threepio speaks to the Ewoks. The Ewoks are disturbed. Logray steps
forward and challenges Threepio. Luke closes his eyes and begins to
concentrate.

THREEPIO
You see, Master Luke; they didn't believe me. Just...

Now the litter/throne, with Threepio sitting upon it, rises from the
ground. At first Threepio doesn't notice and keeps talking.

THREEPIO
... as I said they wouldn't. Wha-wha-what's happening! Oh! Oh, dear!
Oh!

The Ewoks fall back in terror from the floating throne. Now Threepio
begins to spin as though he were on a revolving stool, with Threepio
calling out in total panic at his situation.

THREEPIO
Put me down! He-e-elp! Master Luke! Artoo! Somebody, somebody, help!
Master Luke, Artoo! Artoo, quickly! Do something, somebody! Oh! Ohhh!

Chief Chirpa yells orders to the cowering Ewoks. They rush up and
release the bound prisoners. Luke and Han enfold Leia in a group
embrace. Luke notices the spinning Threepio, with Artoo beeping up at
him, and slowly lowers the golden droid and the throne to the ground.
Logray orders the little droid cut down. Artoo crashes to the ground.
When the Ewoks set him upright, the little droid is fighting mad. Artoo
beeps a blue streak at the nearest Ewok, and begins pursuing him,
finally getting close enough to zap him with an electric charge. The
Ewok jumps two feet in the air and runs away, screaming. A small group
of Ewoks surround the giant Wookiee, scratching their heads and
marveling at his height.

THREEPIO
Oh, oh, oh, oh! Thank goodness.

LUKE
Thanks, Threepio.

THREEPIO (still shaken)
I...I never knew I had it in me.

75 INT CHIEF'S HUT - COUNCIL OF ELDERS

A glowing fire dances in the center of the spartan, low-ceilinged room,
creating a kaleidoscope of shadows on the walls. Along one side, a
group of ten Ewok elders flank Chief Chirpa, who sits on his throne.
The Rebels sit along the walls of the hut, with Threepio between the
two groups and Wicket and Teebo off to one side.

Threepio is in the midst of a long, animated speech in the Ewok's
squeaky native tongue. The Ewoks listen carefully and occasionally
murmur comments to each other. Threepio points several times at the
Rebel group and pantomimes a short history of the Galactic Civil War,
mimicking the explosion and rocket sounds, imitating Imperial walkers.
Throughout the long account, certain familiar names are distinguishable
in English: Princess Leia, Artoo, Darth Vader, Death Star, Jedi, Obi-
Wan Kenobi. Artoo begins beeping excitedly at Threepio.

THREEPIO
Yes, Artoo. I was just coming to that.

Threepio continues with: Millennium Falcon, Cloud City, Vader, Han
Solo, carbonite, Sarlacc, bringing the history up to the present time.

At the end of it, the Chief, Logray, and the elders confer, then nod in
agreement. The Chief stands and makes a pronouncement.

The drums begin to sound, and all the Ewoks stand with a great cheer
and screeches.

HAN
What's going on?

LEIA
I don't know.

Luke has been sharing the joy with smiling visage, but now something
passes like a dark cloud through his consciousness. The others do not
notice.

THREEPIO
Wonderful! We are now a part of the tribe.

Several of the little teddy bears run up and hug the Rebels.

HAN
Just what I always wanted.

Chewbacca is being enthusiastically embraced by an Ewok, while Wicket
clings to Han's leg.

HAN (chuckles)
Well, short help is better than no help at all, Chewie.
(to Wicket)
Thank you. Okay.

THREEPIO
He says the scouts are going to show us the quickest way to the shield
generator.

Chewie barks. Luke has drifted to the back of the hut. Now he wanders
outside into the moonlight. Leia notices and follows.

HAN
Good. How far is it? Ask him. We need some fresh supplies, too. And try
and get our weapons back.

Han pulls Threepio back as he keeps trying to translate.

HAN (cont)
And hurry up, will ya? I haven't got all day.

76 EXT EWOK VILLAGE - NIGHT

The walkway is deserted now. The windows of the little huts glow and
flicker from the fires inside. The sounds of the forest fill the soft
night air. Luke has wandered away from the Chief's hut and stands
staring up at the Death Star. Leia finds him like that.

LEIA
Luke, what's wrong?

Luke turns and looks at her a long moment.

LUKE
Leia... do you remember your mother? Your real mother?

LEIA
Just a little bit. She died when I was very young.

LUKE
What do you remember?

LEIA
Just...images, really. Feelings.

LUKE
Tell me.

LEIA
(a little surprised at his insistence)
She was very beautiful. Kind, but...sad.
(looks up)
Why are you asking me all this?

He looks away.

LUKE
I have no memory of my mother. I never knew her.

LEIA
Luke, tell me. What's troubling you?

LUKE
Vader is here...now, on this moon.

LEIA (alarmed)
How do you know?

LUKE
I felt his presence. He's come for me. He can feel when I'm near.
That's why I have to go.
(facing her)
As long as I stay, I'm endangering the group and our mission here.
(beat)
I have to face him.

Leia is distraught, confused.

LEIA
Why?

Luke moves close and his manner is gentle. And very calm.

LUKE
He's my father.

LEIA
Your father?

LUKE
There's more. It won't be easy for you to hear it, but you must. If I
don't make it back, you're the only hope for the Alliance.

Leia is very disturbed by this. She moves away, as if to deny it.

LEIA
Luke, don't talk that way. You have a power I--I don't understand and
could never have.

LUKE
You're wrong, Leia. You have that power too. In time you'll learn to
use it as I have. The Force is strong in my family. My father has
it...I have it...and...my sister has it.

Leia stares into his eyes. What she sees there frightens her. But she
doesn't draw away. She begins to understand.

LUKE
Yes. It's you Leia.

LEIA
I know. Somehow...I've always known.

LUKE
Then you know why I have to face him.

LEIA
No! Luke, run away, far away. If he can feel your presence, then leave
this place. I wish I could go with you.

LUKE
No, you don't. You've always been strong.

LEIA
But, why must you confront him?

LUKE
Because...there is good in him. I've felt it. He won't turn me over to
the Emperor. I can save him. I can turn him back to the good side. I
have to try.

They hold each other close and look at each other, brother and sister.

Leia holds back her tears as Luke slowly lets her go and moves away. He
disappears onto the walkway that leads out of the village. Leia, bathed
in moonlight, watches him go as Han comes out of the Chief's hut and
comes over to her. Leia is crying, her body trembling. He realizes only
now that she is crying.

HAN
Hey, what's goin' on?

Leia attempts to stifle her sobs and wipes her eyes.

LEIA
Nothing. I - just want to be alone for a little while.

HAN (angry)
Nothing? Come on, tell me. What's goin' on?

She looks up at him, struggling to control herself.

LEIA
I...I can't tell you.

HAN (loses his temper)
Did you tell Luke? Is that who you could tell?

LEIA
I...

HAN
Ahhh...

He starts to walk away, exasperated, then stops and walks back to her.

HAN
I'm sorry.

LEIA
Hold me.

Han gathers her tightly in his protective embrace.

77 EXT FOREST - IMPERIAL LANDING PLATFORM

An Imperial shuttle floats down from the Death Star and lands
gracefully on the huge platform.

Now, an Imperial walker approaches the platform from the darkness of
the forest. The whole outpost - platform, walkers, military - looks
particularly offensive in the midst of this verdant beauty.

78 EXT IMPERIAL LANDING PLATFORM - LOWER DECK

Darth Vader walks down the ramp of the shuttle onto the platform, into
an elevator, and appears on a ramp on a lower level. He walks toward
another ramp exit and is met by two troopers and a commander with Luke,
in binders, at their center. The young Jedi gazes at Vader with
complete calm.

COMMANDER
This is a Rebel that surrendered to us. Although he denies it, I
believe there may be more of them, and I request permission to conduct
a further search of the area.

The commander extends his hand, revealing Luke's lightsaber.

COMMANDER
He was armed only with this.

Vader looks at Luke, turns away and faces the commander, taking the
lightsaber from the commander's hand.

VADER
Good work, Commander. Leave us. Conduct your search and bring his
companions to me.

COMMANDER
Yes, my Lord.

The officer and troops withdraw. Vader and Luke are left standing alone
in the oddly tranquil beauty of the place. The sounds of the forest
filter in upon them.

VADER
The Emperor has been expecting you.

LUKE
I know, father.

VADER
So, you have accepted the truth.

LURE
I've accepted the truth that you were once Anakin Skywalker, my father.

VADER (turning to face him)
That name no longer has any meaning for me.

LUKE
It is the name of your true self. You've only forgotten. I know there
is good in you. The Emperor hasn't driven it from you fully. That is
why you couldn't destroy me. That's why you won't bring me to your
Emperor now.

Vader looks down from Luke to the lightsaber in his own black- gloved
hand. He seems to ponder Luke's words.

VADER (indicating lightsaber)
I see you have constructed a new lightsaber.

Vader ignites the lightsaber and holds it to examine its humming,
brilliant blade.

VADER
Your skills are complete. Indeed, you are powerful, as the Emperor has
foreseen.

They stand for a moment, the Vader extinguishes the lightsaber.

LUKE
Come with me.

VADER
Obi-Wan once thought as you do.

Luke steps close to Vader, then stops. Vader is still.

VADER
You don't know the power of the dark side. I must obey my master.

LUKE
I will not turn...and you'll be forced to kill me.

VADER
If that is your destiny.

LUKE
Search your feelings, father. You can't do this. I feel the conflict
within you. Let go
of your hate.

VADER
It is too late for me, son. The Emperor will show you the true nature
of the Force. He is
your master now.

Vader signals to some distant stormtroopers. He and Luke stand staring
at one another for a long moment.

LUKE
Then my father is truly dead.

79 EXT ENDOR - RIDGE OVERLOOKING SHIELD GENERATOR

Han, Leia, Chewbacca, the droids, Wicket, and another Ewok scout,
PAPLOO, hide on a ridge overlooking the massive Imperial shield
generator. At the base of the generator is an Imperial landing
platform. Leia studies the installation.

LEIA
The main entrance to the control bunker's on the far side of that
landing platform. This
isn't gonna be easy.

HAN
Hey, don't worry. Chewie and me got into a lot of places more heavily
guarded than this.

Wicket and Paploo are chattering away in Ewok language. They speak to
Threepio.

LEIA
What's he saying?

THREEPIO
He says there's a secret entrance on the other side of the ridge.

80 EXT SPACE - REBEL FLEET

The vast fleet hangs in space near a blue planet. A giant Rebel Star
Cruiser is up at the front, but now the Millennium Flacon roars up to a
spot ahead of it, tiny in comparison.

81 INT MILLENNIUM FALCON - COCKPIT

Lando is in the pilot seat. His alien copilot, NIEN NUNB, takes some
getting used to in the familiar environs of the Falcon's cockpit. Lando
speaks into his comlink.

LANDO
Admiral, we're in position. All fighters accounted for.

ACKBAR (VO)
Proceed with the countdown. All groups assume attack coordinates.

Lando turns to his weird copilot.

LANDO
Don't worry, my friends are down there. They'll have that shield down
on time...
(to himself)
or this'll be the shortest offensive of all time.

The copilot flips some switches and grunts an alien comment.

ACKBAR (VO)
All craft, prepare to jump to hyperspace on my mark.

LANDO
All right. Stand by.

He pulls a lever, and the stars outside begin to streak.

82 EXT SPACE - REBEL FLEET

We are treated to an awesome sight: first the Millennium Falcon, then
Ackbar's Star Cruiser, then, in large segments, the huge fleet ROARS
INTO HYPERSPACE. And disappears.

83 EXT ENDOR - RIDGE OVERLOOKING CONTROL BUNKER

Han, Leia, Chewie, the droids, and their two Ewok guides, Wicket and
Paploo, have reunited with the Rebel strike squad. The entire group is
spread through the thick undergrowth. Below them is the BUNKER that
leads into the generator. Four Imperial scouts, their speeder bikes
parked nearby, keep watch over the bunker entrance. Chewie growls an
observation, and Paploo chatters away to Han in Ewok language.

HAN
Back door, huh? Good idea.

Wicket and Paploo continue their Ewok conversation.

HAN (cont)
It's only a few guards. This shouldn't be too much trouble.

LEIA
Well, it only takes one to sound the alarm.

HAN (with self-confident grin)
Then we'll do it real quiet-like.

Threepio explains what is going on to Wicket and Paploo. The Ewoks
chatter a moment between themselves. Then Paploo jumps up and scampers
into the underbrush.

Threepio asks Wicket where Paploo went and is given a short reply.

THREEPIO
Oh! Oh, my. Uh, Princess Leia!

LEIA
Quiet.

THREEPIO
I'm afraid our furry companion has gone and done something rather rash.

LEIA
Oh, no.

84 EXT BUNKER - ENTRANCE

Paploo has slipped out of the undergrowth near where the Imperial
scouts are lounging. He silently swings his furry ball of a body onto
one of the scout's speeder bikes and begins flipping switches at
random. Suddenly, the bike's engine fires up with a tremendous ROAR.
Paploo grins and continues flipping switches. The scouts leap up in
surprise.

85 EXT RIDGE

Han, Leia and company watch in distress. Chewie barks.

HAN (sighs)
There goes our surprise attack.

86 EXT BUNKER

The Imperial scouts race toward Paploo just as his speeder zooms into
motion. Paploo hangs on by his paws and shoots away into the forest.

SCOUT
Look! Over there! Stop him!

Three of the Imperial scouts jump on their rocket bikes and speed away
in pursuit. The fourth watches them go from his post at the door.

87 EXT RIDGE

Han, Leia, and Chewie exchange delighted looks.

HAN
Not bad for a little furball. There's only one left. You stay here.
We'll take care of this.

Han and the Wookiee nod at each other and slip down toward the bunker.
Threepio moves to stand next to Wicket and Artoo.

THREEPIO
I have decided that we shall stay here.

88 EXT FOREST

Paploo sails through the trees, more lucky than in control. It's scary,
but he loves it. When the Imperial scouts pull within sight behind him
and begin firing laser bolts, he decides he's had enough. As he rounds
a tree, out of their sight, Paploo grabs a vine and swings up into the
trees. A moment later, the scouts tear under him in pursuit of the
still-flying, unoccupied bike.

89 EXT BUNKER

Han sneaks up behind the remaining Imperial scout, taps him on the
shoulder and lets the scout chase him behind the bunker into the arms
of the waiting Rebel strike team. Han returns to the front, and taps
out a pattern on the bunker door's control panel. Everyone stands out
of sight, police-style, as the door opens. Han and Leia peek inside. No
sign of life. The group enters the bunker silently, leaving one lookout
behind.

90 INT DEATH STAR - EMPEROR'S THRONE ROOM

The elevator opens. Vader and Luke enter the room alone. They walk
across the dark space to stand before the throne, father and son side
by side beneath the gaze of the Emperor. Vader bows to his Master.

EMPEROR
Welcome, young Skywalker. I have been expecting you.

Luke peers at the hooded figure defiantly. The Emperor then looks down
at Luke's binders.

EMPEROR
You no longer need those.

The Emperor motions ever so slightly with his finger and Luke's binders
fall away, clattering to the floor. Luke looks down at his own hands,
free now to reach out and grab the Emperor's neck. He does nothing.

EMPEROR
Guards, leave us.

The red-cloaked guards turn and disappear behind the elevator.

EMPEROR (to Luke)
I'm looking forward to completing your training. In time you will call
me Master.

LUKE
You're gravely mistaken. You won't convert me as you did my father.

The Emperor gets down from his throne and walks up very close to Luke.
The Emperor looks into his eyes and, for the first time, Luke can
perceive the evil visage within the hood.

EMPEROR
Oh, no, my young Jedi. You will find that it is you who are
mistaken...about a great many things.

VADER
His lightsaber.

Vader extends a gloved hand toward the Emperor, revealing Luke's
lightsaber. The Emperor takes it.

EMPEROR
Ah, yes, a Jedi's weapon. Much like your father's. By now you must know
your father can never be turned from the dark side. So will it be with
you.

LUKE
You're wrong. Soon I'll be dead...and you with me.

The Emperor laughs.

EMPEROR
Perhaps you refer to the imminent attack of your Rebel fleet.

Luke looks up sharply.

EMPEROR
Yes...I assure you we are quite safe from your friends here.

Vader looks at Luke.

LUKE
Your overconfidence is your weakness.

EMPEROR
Your faith in your friends is yours.

VADER
It is pointless to resist, my son.

The Emperor turns to face Luke.

EMPEROR (angry)
Everything that has transpired has done so according to my design.
(indicates Endor)
Your friends up there on the Sanctuary Moon...

Luke reacts. The Emperor notes it.

EMPEROR (cont)
...are walking into a trap. As is your Rebel fleet! It was I who
allowed the Alliance to know the location of the shield generator. It
is quite safe from your pitiful little band. An entire legion of my
best troops awaits them.

Luke's look darts from the Emperor to Vader and, finally, to the sword
in the Emperor's hand.

EMPEROR
Oh...I'm afraid the deflector shield will be quite operational when
your friends arrive.

91 INT BUNKER - MAIN CONTROL ROOM

Han, Leia, Chewie, and the Rebel strike team storm through a door and
enter the main control room, taking all of the personnel prisoner.

HAN
All right! Up! Move! Come on! Quickly! Quickly, Chewie.

The Rebel troops herd the generator controllers away from their panels.
Leia glances at one of the screens on the control panel.

LEIA
Han! Hurry! The fleet will be here any moment.

HAN
Charges! Come on, come on!

Outside, Threepio watches nervously in the bushes as several more
controllers and stormtroopers run into the bunker, leaving guards at
the door.

THREEPIO (to Wicket)
Oh, my! They'll be captured!

Wicket chatters in Ewok language, and then takes off full steam into
the forest.

THREEPIO
Wa-wait! Wait, come back! Artoo, stay with me.

Inside the bunker, Han looks up from setting charges as an Imperial
commander enters.

COMMANDER
Freeze! You Rebel scum.

Han and Leia spin, to find dozens of Imperial weapons trained on them
and their cohorts. A poised force of Imperial troops surround them.
Even more pour into the room, roughly disarming the Rebel contingent.
Han, Leia, and Chewie exchange looks. They're helpless.

92 EXT SPACE - ENDOR, DEATH STAR, REBEL FLEET

The Death Star and its Sanctuary Moon hang distant in space as the
Rebel fleet comes out of hyperspace with an awesome roar. The
Millennium Falcon and several Rebel fighters are at the front as the
space armada bears down on its target.

93 INT MILLENNIUM FALCON - COCKPIT

Lando flips switches, checks his screen, and speaks into the radio.

LANDO
All wings report in.

WEDGE
Red Leader standing by.

GRAY LEADER
Gray Leader standing by.

GREEN LEADER
Green Leader standing by.

WEDGE
Lock S-foils in attack positions.

94 INT REBEL STAR CRUISER - BRIDGE

From the bridge of the Rebel Headquarters Frigate, Admiral Ackbar
watches the fighters massing outside his viewscreen.

ACKBAR
May the Force be with us.

95 INT MILLENNIUM FALCON - COCKPIT

Lando looks worriedly at his alien copilot, Nien Nunb, who points to
the control panel and talks to Lando.

LANDO
We've got to be able to get some kind of a reading on that shield, up
or down. Well, how
could they be jamming us if they don't know if we're coming.

Lando shoots a concerned look out at the approaching Death Star as the
implications of what he's just said sink in. He hits a switch on his
comlink.

LANDO
Break off the attack! The shield is still up.

RED LEADER (VO)
I get no reading. Are you sure?

LANDO
Pull up! All craft pull up!

The Falcon turns hard to the left. Out the window the stars and the
Death Star move off right.

96 EXT SPACE - DEATH STAR SHIELD

The Falcon and the fighters of Red Squad veer off desperately to avoid
the unseen wall.

97 INT REBEL STAR CRUISER - BRIDGE

Alarms are screaming and lights flashing as the huge ship changes
course abruptly. Other ships in the fleet shoot by outside as the
armada tries to halt its forward momentum.

ACKBAR
Take evasive action! Green Group, stick close to holding sector MV-7.

A Mon Calamari controller turns away from his screen and calls out to
Ackbar, quite excited. The Admiral rushes over to the controller.

CONTROLLER
Admiral, we have enemy ships in sector 47.

On the screen can be seen the moon, Death Star, and the massive
Imperial fleet. Ackbar moves to the comlink.

ACKBAR
It's a trap!

LANDO (over comlink)
Fighters coming in.

There is much excitement on the bridge as the attack begins.

The Millennium Falcon and several squads of Rebel fighters head into an
armada of TIE fighters. The sky explodes as a fierce dogfight ensues in
and around the giant Rebel cruisers.

REBEL PILOT
There's too many of them!

LANDO
Accelerate to attack speed! Draw their fire away from the cruisers.

WEDGE
Copy, Gold Leader.

The battle continues around the giant cruisers.

98 INT DEATH STAR - EMPEROR'S THRONE ROOM

Through the round window behind the Emperor's throne can be seen the
distant flashes of the space battle in progress.

EMPEROR
Come, boy. See for yourself.

The Emperor is sitting in his throne, with Vader standing at his side.
Luke moves to look through a small section of the window.

EMPEROR
From here you will witness the final destruction of the Alliance, and
the end of your insignificant Rebellion.

Luke is in torment. He glances at his lightsaber sitting on the armrest
of the throne. The Emperor watches him and smiles, touches the
lightsaber.

EMPEROR
You want this, don't you? The hate is swelling in you now. Take your
Jedi weapon. Use it. I am unarmed. Strike me down with it. Give in to
your anger. With each passing moment, you make yourself more my
servant.

Vader watches Luke in his agony.

LUKE
No!

EMPEROR
It is unavoidable. It is your destiny. You, like your father, are now
mine!

99 EXT FOREST - GENERATOR BUNKER

Han, Leia, Chewie, and the rest of the strike team are led out of the
bunker by their captors. The surrounding area, deserted before, is now
crowded with two-legged Imperial walkers and hundreds of Imperial
troops. The situation looks hopeless.

STORMTROOPER
All right, move it! I said move it! Go on!

From the undergrowth beyond the clearing comes a wild series of beeps
and whistles.
And --

THREEPIO
Hello! I say, over there! Were you looking for me?

BUNKER COMMANDER
Bring those two down here!

STORMTROOPER
Let's go!

Artoo and Threepio are standing near one of the big trees. As six
Imperial stormtroopers rush over to take them captive, the two droids
duck out of sight behind the tree.

THREEPIO
Well, they're on their way. Artoo, are you sure this was a good idea?

STORMTROOPER
Freeze! Don't move!

THREEPIO
We surrender.

The stormtroopers come around the tree and find the two droids waiting
quietly to be taken. As the Imperial troops move to do that, however, a
band of Ewoks drops down from above and overpowers them.

THREEPIO
Ohhh! Stand back, Artoo.

In a nearby tree, an Ewok raises a horn to his lips and sounds the EWOK
ATTACK CALL. All hell breaks loose as hundreds of Ewoks throw their
fuzzy bodies into the fray against the assembled stormtroopers and
their awesome two-legged walkers. Biker scouts dart about blasting
Ewoks, only to be crushed by a volley of rocks tossed by Ewoks from the
trees above.

In the confusion of the battle, Han and Leia break away and dive for
the cover of the bunker door as explosions erupt around them. Han goes
to the bunker door control panel.

LEIA
The code's changed. We need Artoo!

HAN
Here's the terminal.

LEIA (into comlink)
Artoo, where are you? We need you at the bunker right away.

Artoo and Threepio are hiding behind a log as the battle ragesaround
them. Suddenly the stubby little astrodroid lets out a series of
whistles and shoots off across the battlefield. Threepio, panicked,
runs after him.

THREEPIO
Going? What do you mean, you're going. But-- but going where, Artoo?
No, what! Artoo! Oh, this is no time for heroics. Come back!

Biker scouts race around and over the two droids, blasting away at the
little Ewoks as the furries scurry for cover.

A group of Ewoks have moved a primitive catapult into position. They
fire off a large boulder that hits one of the walkers. The walker turns
and heads for the catapult, blasting away with both guns. The Ewoks
abandon their weapons and flee in all directions. Just as the walker
moves in to stomp the catapult, Ewoks drop vines restraining two huge
logs that swing down and smash thewalker's head flat.

A line of Ewoks hang desperately to a vine that is hooked to a walker's
foot. As the walker moves along, the fuzzy creatures are dragged
behind.

Two speeder bikes chase Ewoks through the underbrush. As the scouts
round a tree, they are knocked off their bikes by a vinetied between
two trees.

100 EXT SPACE

The Falcon and other Rebel fighters are engaged in a ferocious combat
with Imperial TIE fighters, the battle raging around thecruisers of the
Rebel armada.

101 INT MILLENNIUM FALCON - COCKPIT
Lando is in radio communication with the pilots of the other Rebel
squads.

LANDO
Watch yourself, Wedge! Three from above!

WEDGE
Red Three, Red Two, pull in!

RED TWO
Got it!

RED THREE
Three of them coming in, twenty degrees!

WEDGE
Cut to the left! I'll take the leader! They're heading for the medical
frigate.

Lando steers the Falcon through a complete flip, as his crew fires at
the TIEs from the belly guns.

NAVIGATOR
Pressure's steady.

The copilot Nien Nunb chatters an observation.

LANDO
Only the fighters are attacking. I wonder what those Star Destroyers
are waiting for.

102 EXT SPACE - IMPERIAL FLEET

The giant Imperial Star Destroyer waits silently some distance from the
battle. The Emperor's huge Super Star Destroyer rests in the middle of
the fleet.

103 INT SUPER STAR DESTROYER - BRIDGE

Admiral Piett and two fleet commanders watch the battle at the huge
window of the Super Star Destroyer bridge.

COMMANDER
We're in attack position now, sir.

PIETT
Hold here.

COMMANDER
We're not going to attack?

PIETT
I have my orders from the Emperor himself. He has something special
planned for them. We only need to keep them from escaping.

104 INT EMPEROR'S TOWER - THRONE ROOM

The Emperor, Vader, and a horrified Luke watch the aerial battle
fireworks out the window and on the viewscreens. Another Rebel ship
explodes against the protective shield.

EMPEROR
As you can see, my young apprentice, your friends have failed. Now
witness the firepower of this fully armed and operational battle
station.
(into comlink)
Fire at will, Commander.

Luke, in shock, looks out across the surface of the Death Star to the
Rebel fleet beyond.

105 INT DEATH STAR - CONTROL ROOM

Controllers pull back on several switches. Commander Jerjerrod stands
over them.

JERJERROD
Fire!

106 INT DEATH STAR - BLAST CHAMBER

A button is pressed, which switches on a panel of lights. A hooded
Imperial soldier reaches overhead and pulls a lever. A huge beam of
light emanates from a long shaft. Two stormtroopers stand to one side
at a control panel.

107 EXT DEATH STAR

The giant laser dish on the completed half of the Death Star begins to
glow; Then a powerful beams shoots out toward the aerial battle.

108 EXT SPACE - AIR BATTLE

The air is thick with giant ships. In among them, Rebel X-wings
dogfight with Imperial TIE fighters. Now an enormous Rebel cruiser is
hit by the Death Star beam and is blown to dust.

The Millennium Falcon roars over CAMERA, followed closely byseveral TIE
fighters.

109 INT MILLENNIUM FALCON - COCKPIT

The ship is buffeted by the tremendous explosion of the Rebel cruiser.
Lando and his copilot are stunned by the sight of the Death Star
firepower.

LANDO
That blast came from the Death Star! That thing's operational!
(into comlink)
Home One, this is Gold Leader.

110 INT REBEL STAR CRUISER - BRIDGE

Ackbar stands amid the confusion on the wide bridge and speaks into the
comlink.

ACKBAR
We saw it. All craft prepare to retreat.

LANDO
You won't get another chance at this, Admiral.

ACKBAR
We have no choice, General Calrissian. Our cruisers can't repel
firepower of that magnitude.

LANDO
Han will have that shield down. We've got to give him more time.

111 EXT FOREST - GENERATOR BUNKER

Artoo and Threepio make it to the door, as Han and Leia provide cover
fire.

THREEPIO
We're coming!

HAN
Come on! Come on!

THREEPIO
Oh, Artoo, hurry!

The little droid moves to the terminal and plugs in his computer arm. A
large explosion hits near Artoo, knocking him head over heels, finally
landing on his feet. The stubby astrodroid's head is spinning and
smoldering. Suddenly there is a loud SPROOING and Han and Leia turn
around to see Artoo with all his compartment doors open, and all of his
appendages sticking out; water and smoke spurt out of the nozzles in
his body. Han rushes to the terminal, as Threepio rushes to his wounded
companion.

THREEPIO
My goodness! Artoo, why did you have to be so brave?

HAN
Well, I suppose I could hotwire this thing.

LEIA
I'll cover you.

Ewoks in handmade, primitive hanggliders drop rocks onto the
stormtroopers, divebombing their deadly adversaries. One is hit in the
wing with laser fire and crashes. A walker lumbers forward, shooting
laser blasts at frantic Ewoks running in all directions. Two Ewoks are
struck down by laser blasts. One tries to awaken his friend, then
realizes that he is dead.

112 EXT SPACE - DEATH STAR

The Rebel fleet continues to be picked off, from one side by the Death
Star's deadly beam, from the other by the rampaging Imperial Star
Destroyers.

113 INT MILLENNIUM FALCON - COCKPIT

Lando steers the Falcon wildly through an obstacle course of floating
giants. He's been yelling into the comlink.

LANDO (desperately)
Yes! I said closer! Move as close as you can and engage those Star
Destroyers at point-
blank range.

ACKBAR
At that close range, we won't last long against those Star Destroyers.

LANDO
We'll last longer then we will against that Death Star...and we might
just take a few of
them with us.

The Rebel cruisers move very close to the Imperial Star Destroyers and
begin to blast away at point-blank range. Tiny fighters race across the
giant surfaces, against a backdrop of laser fire.

The control tower of a Star Destroyer is under attack.

REBEL PILOT
She's gonna blow!

Y-WING PILOT
I'm hit!

The damaged Y-wing plummets toward the Star Destroyer, and crashes into
the control tower, exploding.

114 INT EMPEROR'S TOWER - THRONE ROOM

Out of the window and on the view screens, the Rebel fleet is being
decimated in blinding explosions of light and debris. But in here there
is no sound of battle. The Emperor turns to Luke.

EMPEROR
Your fleet has lost. And your friends on the Endor moon will not
survive. There is no escape, my young apprentice. The Alliance will
die...as will your friends.

Luke's eyes are full of rage. Vader watches him.

EMPEROR
Good. I can feel your anger. I am defenseless. Take your weapon!
Strike me down with all your hatred, and your journey towards the dark
side will be complete.

Luke can resist no longer. The lightsaber flies into his hand. He
ignites it in an instant and swings at the Emperor. Vader's lightsaber
flashes into view, blocking Luke's blow before it can reach the
Emperor. The two blades spark at contact. Luke turns to fight his
father.

115 EXT FOREST

The battle rages on. Stormtroopers fire on Ewoks with sophisticated
weapons while their furry little adversaries sneak up behind the
Imperial troopers and bash them over the head with large clubs.

A walker marches through the undergrowth blasting Ewoks as it goes. An
Ewok warrior gives the signal, and a pile of logs is cut loose. The
logs tumble under the walker's feet, causing it to slip and slide until
it finally topples over with a great crash.

A scout bike races past and is lassoed with a heavy vine. The other end
of the vine is tied to a tree, and the bike swings around in ever-
tightening circles until it runs out of rope and
crashes into the trees with a huge explosion.

Chewie swings on a vine to the roof of one of the walkers. Two Ewoks
cling to him. They land with a thud on the top of the lurching machine,
then hang on for dear life. One of the Ewoks peeks through the window.

WALKER PILOT #1
Look!

PILOT #2
Get him off of there!

The walker pilot opens the hatch to see what's going on. He is yanked
out and tossed overboard before he can scream. The two Ewoks jump into
the cockpit and knock the second pilot unconscious. The Ewoks are
thrown violently as the mighty machine careens out of control. Outside,
Chewie is almost knocked overboard; he sticks his head into the hatch
with a series of angry barks. The Ewoks are too busy and frightened to
listen to the Wookiee's complaint. Chewie slips inside the walker.

Chewbacca's walker moves through the forest, firing laser blasts at
unsuspecting stormtroopers, and destroying other Imperial walkers. The
Ewoks shout and cheer as the giant machine helps turn the tide of the
battle in their favor.

116 EXT FOREST - GENERATOR BUNKER

Han works furiously at the control panel; wires spark as he attempts to
hotwire the door. He motions to Leia, who is blasting away at some
stormtroopers.

HAN
I think I got it. I got it!

The three wires spark as the connection is made. With a LOUD WHOOSH, a
second blast door crashes down in front of the first.

Han frowns and turns back to the wires again. Leia exchanges shots with
stormtroopers in the bushes, then suddenly cries out in pain, her
shoulder hit by a laser blast.

THREEPIO
Oh, Princess Leia, are you all right?

HAN
Let's see.

LEIA
It's not bad.

STORMTROOPER (OS)
Freeze!

They freeze.

THREEPIO
Oh, dear.

STORMTROOPER
Don't move!

Leia holds her laser gun ready, behind Han, out of view of the two
stormtroopers moving toward them. Han and Leia's eyes lock; the moment
seems suspended in time.

HAN
I love you.

Another shared look between them, as she smiles up at Han.

LEIA
I know.

STORMTROOPER
Hands up! Stand up!

Han stands up slowly and turns, revealing the gun in Leia's hand. She
disposes of the stormtroopers in a flash. As Han turns back toward
Leia, he looks up to see a giant walker approach and stand before him,
its deadly weapons aimed right at him.

HAN (to Leia)
Stay back.

The hatch on top of the walker opens and Chewie sticks his head out and
barks triumphantly.

HAN
Chewie! Get down here! She's wounded! No, wait.... I got an idea.

117 INT EMPEROR'S TOWER - THRONE ROOM

Luke and Vader are engaged in a man-to-man duel of lightsabers even
more vicious then the battle on Bespin. But the young Jedi has grown
stronger in the interim, and now the advantage shifts to him. Vader is
forced back, losing his balance, and is knocked down the stairs. Luke
stands at the top of the stairs, ready to attack.

EMPEROR (laughing)
Good. Use your aggressive feelings, boy! Let the hate flow through
you.

Luke looks momentarily toward the Emperor, then back to Vader, and
realizes he is using the dark side. He steps back, turns off his
lightsaber, and relaxes, driving the hate from his being.

VADER
Obi-Wan has taught you well.

LUKE
I will not fight you, father.

Vader walks back up the stairs to Luke.

VADER
You are unwise to lower your defenses.

Vader attacks, forcing Luke on the defensive. The young Jedi leaps in
an amazing reverse flip up to the safety of the catwalk overhead. Vader
stands below him.

LUKE
Your thoughts betray you, father. I feel the good in you...the
conflict.

VADER
There is no conflict.

LUKE
You couldn't bring yourself to kill me before, and I don't believe
you'll destroy me
now.

VADER
You underestimate the power of the dark side. If you will not fight,
then you will meet
your destiny.

Vader throws the laser sword and it cuts through the supports holding
the catwalk, then returns to Vader's hand. Luke tumbles to the ground
in a shower of sparks and rolls out of sight under the Emperor's
platform. Vader moves to find him.

EMPEROR (laughs)
Good. Good.

118 EXT SPACE - AIR BATTLE

The two armadas, like their sea-bound ancestors, blast away at each
other in individual point-blank confrontations. A Star Destroyer
explodes. The Rebel victor limps away, its back half alive with a
series of minor explosions. The Rebel cruiser manages to move in next
to a second Star Destroyer before it explodes completely, taking the
Imperial Star Destroyer with it. The Falcon and several fighters attack
one of the larger Imperial ships.

LANDO
Watch out. Squad at .06.

REBEL PILOT
I'm on it, Gold Leader.

WEDGE
Good shot, Red Two.

LANDO
Now...come on, Han, old buddy. Don't let me down.

119 INT BUNKER - CONTROL ROOM

Controllers watch the main viewscreen on which a vague figure of an
Imperial walker pilot can be seen. There is a great deal of static and
interference.

HAN/PILOT (VO)
It's over, Commander. The Rebels have been routed. They're fleeing into
the woods. We
need reinforcements to continue the pursuit.

The controllers cheer.

CONTROL ROOM COMMANDER
Send three squads to help. Open the back door.

SECOND COMMANDER
Yes, sir.

120 EXT FOREST - GENERATOR BUNKER

As the door to the bunker opens and the Imperial troops rush out,
they're surprised to find themselves surrounded by Rebels, their
weapons pointed at them. Ewoks holding bows and arrows appear on the
roof of the bunker. The Imperial troops throw down their guns
as Han and Chewie rush inside the bunker with explosive charges.

121 INT BUNKER - CONTROL ROOM

Han, Chewie, and several troops rush into the control room and plant
explosive charges on the control panels and rush out.

HAN
Throw me another charge.

122 INT EMPEROR'S TOWER - THRONE ROOM

Vader stalks the low-ceilinged area on the level below the throne,
searching for Luke in the semi-darkness, his lightsaber held ready.

VADER
You cannot hide forever, Luke.

LUKE
I will not fight you.

VADER
Give yourself to the dark side. It is the only way you can save your
friends. Yes, your
thoughts betray you. Your feelings for them are strong. Especially
for...

Vader stops and senses something. Luke shuts his eyes tightly, in
anguish.

VADER
Sister! So...you have a twin sister. Your feelings have now betrayed
her, too. Obi-Wan
was wise to hide her from me. Now his failure is complete. If you will
not turn to the dark
side, then perhaps she will.

LUKE
Never-r-r!

Luke ignites his lightsaber and screams in anger, rushing at hisfather
with a frenzy we have not seen before. Sparks fly as Luke and Vader
fight in the cramped area. Luke's hatred forces Vader to retreat out of
the low area and across a bridge overlooking a vast elevator shaft.
Each stroke of Luke's sword drives his father further toward defeat.

The Dark Lord is knocked to his knees, and as he raises his sword to
block another onslaught, Luke slashes Vader's right hand off at the
wrist, causing metal and electronic parts to fly from the mechanical
stump. Vader's sword clatters uselessly away, over the
edge of the platform and into the bottomless shaft below. Luke moves
over Vader and holds the blade of his sword to the Dark Lord's throat.
The Emperor watches with uncontrollable, pleased agitation.

EMPEROR
Good! Your hate has made you powerful. Now, fulfill your destiny and
take your father's
place at my side!

Luke looks at his father's mechanical hand, then to his own mechanical,
black-gloved hand, and realizes how much he is becoming like his
father. He makes the decision for which he has spent a lifetime in
preparation. Luke steps back and hurls his lightsaber away.

LUKE
Never! I'll never turn to the dark side. You've failed, Your Highness.
I am a Jedi,
like my father before me.

The Emperor's glee turns to rage.

EMPEROR
So be it...Jedi.

123 EXT FOREST - GENERATOR BUNKER

Han and several of the fighters run out of the bunker and race across
the clearing.

HAN
Move! Move!

A shock wave knocks them flat as the bunker explodes, followed by a
spectacular display as the huge shield-generator radar dish explodes
along with the bunker.

124 INT REBEL STAR CRUISER - BRIDGE

Ackbar, sitting in his control chair, speaks into the radio.

ACKBAR
The shield is down! Commence attack on theDeath Star's main reactor.

LANDO
We're on our way. Red Group, Gold Group, all fighters follow me.
(laughs)
Told you they'd do it!

The Falcon, followed by several smaller Rebel fighters, heads toward
the unfinished superstructure of the Death Star.

125 INT EMPEROR'S TOWER - THRONE ROOM

Luke stands still, as the Emperor reaches the bottom of thestairs. The
Emperor's laughter has turned to anger. He raises his arms toward Luke.

EMPEROR
If you will not be turned, you will be destroyed.

Blinding bolts of energy, evil lightning, shoot from the Emperor's
hands at Luke. Even in his surprise, the young Jedi tries to use the
Force to deflect them. At first he is half successful, but after a
moment the bolts of energy are coming with such speed and power the
young Jedi shrinks before them, his knees buckling. The wounded Vader
struggles to his feet, and moves to stand at his master's side.

EMPEROR
Young fool...only now, at the end, do you understand.

Luke is almost unconscious beneath the continuing assault of the
Emperor's lightning. He clutches a canister to keep from falling into
the bottomless shaft as the bolts tear through him.

EMPEROR
Your feeble skills are no match for the power of the dark side. You
have paid the price for
your lack of vision.

Luke writhes on the floor in unbearable pain, reaching weakly up toward
where Vader stands watching.

LUKE (groans)
Father, please. Help me.

Again Vader stands, watching Luke. He looks at his master, the Emperor,
then back to Luke on the floor.

EMPEROR
Now, young Skywalker...you will die.

Although it would not have seemed possible, the outpouring of bolts
from the Emperor's fingers actually increases in intensity, the sound
screaming through the room. Luke's body writhes in pain.

Vader grabs the Emperor from behind, fighting for control of the robed
figure despite the Dark Lord's weakened body and gravely weakened arm.
The Emperor struggles in his embrace, his bolt-shooting hands now
lifted high, away from Luke. Now the white lightning arcs back to
strike at Vader. He stumbles with his load as the sparks rain off his
helmet and flow down over his black cape. He holds his evil master high
over his head and walks to the edge of the abyss at the central core of
the throne room. With one final burst of his once awesome strength,
Darth Vader hurls the Emperor's body into the bottomless shaft.

The Emperor's body spins helplessly into the void, arcing as it falls
into the abyss. Finally, when the body is far down the shaft, it
explodes, creating a rush of air through the room.Vader's cape is
whipped by the wind and he staggers, and collapses toward the
bottomless hole. Luke crawls to his father's side and pulls him away
from the edge of the abyss to safety. Both the young Jedi and the giant
warrior are too weak to move.

126 EXT/INT - SPACE BATTLE - FIGHTER AND DEATH STAR

Rebel fighters follow the Falcon across the surface of the Death Star
to the unfinished portion, where they dive into the superstructure of
the giant battle station, followed by many TIE fighters.

WEDGE
I'm going in.

LANDO
Here goes nothing.

Three X-wings lead the chase through the ever-narrowing shaft, followed
by the Falcon and four other fighters, plus TIE fighters who
continually fire at the Rebels. Lights reflect off the pilot's faces as
they race through the dark shaft.

LANDO
Now lock onto the strongest power source. It should be the power
generator.

WEDGE
Form up. And stay alert. We could run out of space real fast.

The fighters and the Falcon race through the tunnel, still pursued by
the TIE fighters. One of the X-wings is hit from behind and explodes.

LANDO
Split up and head back to the surface. See if you can get a few of
those TIE fighters to
follow you.

PILOT
Copy, Gold Leader.

The Rebel ships peel off pursued by three of the TIE's, while Lando and
Wedge continue through the main tunnel. It narrows, and the Falcon
scrapes the side dangerously. Two other TIE fighters continue to blast
away at them.

LANDO
That was too close.

Nien Nunb agrees. The battle between the Rebel and Imperial fleet rages
on. Several cruisers fire at the giant Super Star Destroyer.

127 INT REBEL STAR CRUISER - BRIDGE

ACKBAR
We've got to give those fighters more time. Concentrate all fire on
that Super Star Destroyer.

X-wings pilots head across the surface of the huge battleship.

128 INT VADER'S STAR DESTROYER - BRIDGE

Admiral Piett and a commander stand at the window, looking out to the
battle. They look concerned.

CONTROLLER
Sir, we've lost our bridge deflector shield.

PIETT
Intensify the forward batteries. I don't want anything to get through.

The commander is looking out of the window where a damaged Rebel
fighter is out of control and heading directly toward the bridge.

PIETT
Intensify forward firepower!

COMMANDER
It's too late!

The Rebel pilot screams as his ship hits the Star Destroyer, causing a
huge explosion. The giant battle ship loses control, crashes into the
Death Star, and explodes.

129 INT REBEL STAR CRUISER - BRIDGE

There is excitement on the bridge as the battle rages on all sides.
They cheer as the giant Star Destroyer blows up.

130 INT DEATH STAR - MAIN DOCKING BAY

Chaos. For the first time, the Death Star is rocked by explosions as
the Rebel fleet, no longer backed against a wall, zooms over, unloading
a heavy barrage. Imperial troops run in all directions, confused and
desperate to escape.

In the midst of this uproar, Luke is trying to carry the enormous
deadweight of his father's weakening body toward an Imperial shuttle.
Finally, Luke collapses from the strain. The explosions grow louder as
Vader draws him closer.

VADER (a whisper)
Luke, help me take this mask off.

LURE
But you'll die.

VADER
Nothing can stop that now. Just for once... let me look on you with my
own eyes.

Slowly, hesitantly, Luke removes the mask from his father's face. There
beneath the scars is an elderly man. His eyes do not focus. But the
dying man smiles at the sight before him.

ANAKIN (very weak)
Now...go, my son. Leave me.

LUKE
No. You're coming with me. I can't leave you here. I've got to save
you.

ANAKIN
You already have, Luke. You were right about me. Tell your sister...you
were right.

LUKE
Father...I won't leave you.

Darth Vader, Anakin Skywalker...Luke's father, dies.

A huge explosion rocks the docking bay. Slowly, Luke rises and, half
carrying, half dragging the body of his father, stumbles toward a
shuttle.

131 EXT DEATH STAR

The Millennium Falcon leads a swerving bomb run through the immense
superstructure of the half-built Death Star. The Rebel Star Cruisers
outside continually bombard the huge station. And each direct hit is
answered by resonating, chain-reaction explosions within the station
itself.

132 INT MILLENNIUM FALCON - COCKPIT AND GUN PORTS

Lando's crew fires away at the pursuing TIE fighters as the dashing
Baron of Bespin and his alien copilot home in on the main reactor
shaft. It is awesome. A lone X-wing is just in front of the Falcon.

WEDGE
There it is!

LANDO
All right, Wedge. Go for the power regulator on the north tower.

WEDGE
Copy, Gold Leader. I'm already on my way out.

The X-wing heads for the top of the huge reactor and fires several
proton torpedoes at the power regulator, causing a series of small
explosions.

The Falcon heads for the main reactor, and when it is dangerously
close, Lando fires the missiles, which shoot out of the Falcon with a
powerful roar, and hit directly at the center of the main reactor.

He maneuvers the Falcon out of the winding superstructure just ahead of
the continuing chain of explosions.

133 INT REBEL STAR CRUISER - BRIDGE

Ackbar and other Mon Calamari lean on the railing of the bridge,
watching the large screen showing the Death Star in the main briefing
room.

ACKBAR
Move the fleet away from the Death Star.

134 EXT DEATH STAR

An Imperial shuttle, with Luke alone in the cockpit, rockets out of the
main docking bay as that entire section of the Death Star is blown
away.

Finally, just as it looks like the Falcon will not make it, Lando
expertly pilots the craft out of the exploding superstructure and
whizzes toward the Sanctuary Moon, only a moment before the Death Star
supernovas into oblivion.

135 INT MILLENNIUM FALCON - COCKPIT

Lando and Nien Nunb laugh and cheer in relief.

136 EXT ENDOR FOREST

Han and Leia, Chewie, the droids, the Rebel troops, and the Ewoks all
look to the sky as the Death Star reveals itself in a final flash of
self-destruction. They all cheer.

THREEPIO
They did it!

Han looks town from the sky to Leia, a look of concern on his face.
Leia continues to look at the sky as though listening for a silent
voice.

HAN
I'm sure Luke wasn't on that thing when it blew.

LEIA
He wasn't. I can feel it.

HAN
You love him, don't you?

Leia smiles, puzzled.

LEIA
Yes.

HAN
All right. I understand. Fine. When he comes back, I won't get in the
way.

She realizes his misunderstanding.

LEIA
Oh. No, it's not like that at all. He's my brother.

Han is stunned by this news. She smiles, and they embrace.

137 EXT ENDOR FOREST - NIGHT

Luke sets a torch to the logs stacked under a funeral pyre where his
father's body lies, again dressed in black mask and helmet. He stands,
watching sadly, as the flames leap higher to consume Darth Vader --
Anakin Skywalker.

In the sky above, fireworks explode and Rebel fighters zoom above the
forest.

138 EXT EWOK VILLAGE SQUARE - NIGHT

A huge bonfire is the centerpiece of a wild celebration. Rebels and
Ewoks rejoice in the warm glow of firelight, drums beating, singing,
dancing, and laughing in the communal language of victory and
liberation.

Lando runs in and is enthusiastically hugged by Han and Chewie. Then,
finally, Luke arrives and the friends rush to greet and embrace him.
They stand close, this hardy group, taking comfort in each other's
touch, together to the end.

Rebels and Ewoks join together in dancing and celebration. The original
group of adventurers watch from the sidelines. Only Luke seems
distracted, alone in their midsts, his thoughts elsewhere.

He looks off to the side and sees three shimmering, smiling figures at
the edge of the shadows: Ben Kenobi, Yoda, and Anakin Skywalker.

FADE OUT

END CREDITS OVER STAR FIELD

Star Wars: Return of the Jedi

Writers : George Lucas Lawrence Kasdan
Genres : Fantasy Sci-Fi Action Adventure

User Comments

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Index | Submit | Links | Link to us | RSS Feeds | Disclaimer | Privacy policy; November 18, 2008 at 6:38 PM
Anonymous said...: You never listed English!!

BLAH

Kyle; November 19, 2008 at 2:11 PM
Anonymous said...: STAR WARS EPISODE 3: REVENGE OF THE SITH SCRIPT

George Lucas

1 EXT. SPACE

A long time ago in a galaxy far, far away.

A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity.

War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.

In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate.

As the Separatist Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive Chancellor. . . .

PAN DOWN to reveal a REPUBLIC ATTACK CRUISER. Continue to PAN with the Cruiser as TWO JEDI STARFIGHTERS enter and head toward an enemy Battle Cruiser. TRUCK with the Jedi Fighters as they maneuver in unison, dodging flack and enemy laser fire. R2-D2 is on Anakin's ship. R4-P17 is on Obi-Wan's ship. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.

2 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN bounces through the flack with a frown. His ship rocks violently.

3 INT. ANAKINS STARFIGHTER COCKPIT-SPACE

ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP FIGHTER.

ANAKIN: There isn't a droid made that can out fly you, Master, and no other way to get to the Chancellor . . .

OBI-WAN: Look out, four droids inbound . . .

4 EXT. CORUSCANT-SPACE BATTLE

The TWO JEDI FIGHTERS swerve in unison as FOUR TRADE FEDERATION DROID DROP FIGHTERS attack. After several clever moves by the Jedi, two of the FEDERATION DROID DROP FIGHTERS collide with each other in a ball of flame.

5 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN struggles to maintain control of his ship.

OBI-WAN: We've got to split them up.

ANAKIN: Break left, fly through the guns on that tower.

OBI-WAN flies to the left of a huge tower on a REPUBLIC CRUISER. The TWO DROID DROP FIGHTERS follow.

OBI-WAN: Easy for you to say . . . why am I always the bait?

ANAKIN: Don't worry. I'm coming around behind you.

OBI-WAN deftly maneuvers around a large Starship's superstructure, but the TWO DROID FIGHTERS stay on his tail, BLASTING him with intense laser fire.

OBI-WAN: Anakin, they're all over me!

ANAKIN: Dead ahead! Closing . . . lock onto him, Artoo . . .

ARTOO BEEPS his reply as ANAKIN swoops in for the kill. ANAKIN BLASTS one of the DROID DROP FIGHTERS. It EXPLODES.

ANAKIN: (continuing, laughs) We got him, Artoo!

ANAKIN BLASTS away at the second DROID DROP FIGHTER as ARTOO BEEPS an angry warning.

ANAKIN: I copy, Artoo.

OBI-WAN: I'm going down on the deck.

ANAKIN: Good idea ... I need some room to maneuver.

OBI-WAN dives toward the surface of one of the larger TRADE FEDERATION BATTLESHIPS and is forced to fly through a maelstrom of laser flack. He skims the surface, followed by the DROID DROP FIGHTER, which is followed by ANAKIN.

ANAKIN: (continuing) Cut right. Do you hear me?! Cut right. Don't let him get a handle on you. Come on, Artoo, lock on! Lock on!

ARTOO BEEPS. The crosshairs merge on the DROID DROP FIGHTER.

OBI-WAN: Hurry up! I don't like this!

OBI-WAN flies through a narrow gap between two towers on a Battleship. The DROID DROP FIGHTER hits one of Obi-Wan's wings with a laser blast, and parts of the ship go flying around Obi-Wan's Astro Droid, ARFOUR.

OBI-WAN: (continuing) Ouch!

R-4 BEEPS a blue streak.

OBI-WAN: (continuing) Don't even try to fix it, Arfour. I've shut it down.

ANAKIN: We're locked on ... we've got him . . .

ANAKIN drops in behind the DROID DROP FIGHTER and blows him apart. ARTOO SQUEALS with delight.

ANAKIN: (continuing) Yeah! We got him . . . good going, Artoo.

OBI-WAN: Next time you're the bait . . . Now let's find the Command Ship and get on with it ...

R-4 BEEPS a blue streak.

ANAKIN: Lock onto them, Artoo. Master, General Grievous's ship is directly ahead.

ARTOO BEEPS a reply, and it reads out in Anakin's cockpit.

ANAKIN: (continuing) The one crawling with vulture droids.

6 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN: I see it. Oh, this is going to be easy.

Ahead is a TRADE FEDERATION CRUISER with batlike DROID VULTURE FIGHTERS stalking around on the hull. The VULTURE FIGHTERS transform into flight configuration, lift off the CRUISER, and attack the JEDI STARFIGHTERS.

ANAKIN: Come on, Master.

OBI-WAN: Not this time. There's too much at stake. We need help. Odd Ball, do you copy?

ODD BALL: (OS) Copy, Red Leader.

OBI-WAN: Mark my position and form your squad up behind me . . .

7 INT. ODD BALL'S FIGHTER COCKPIT-SPACE

ODD BALL: We're on your tail, General Kenobi. Set S-foils in attack position.

The protective ray shield lowers on the main hangar of the TRADE FEDERATION CRUISER, and six new DROID TRI-FIGHTERS emerge and join the DROID VULTURE FIGHTERS heading toward the Jedi. The JEDI STARFIGHTERS extend the stability foils on the ends of their wings.

8 INT. ANAKIN'S FIGHTER COCKPIT-SPACE

ANAKIN: This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.

ARTOO BEEPS a worried message.

OBI-WAN: Add five Tri-fighters on the right . . .

ANAKIN: I'm going head to head. See you.

OBI-WAN: Take it easy, Anakin.

Four Clone Fighters move into formation behind the Jedi.

ODD BALL: I'm on your right, Red Leader.

ANAKIN: Incoming!!

ARTOO SQUEALS as five DROID TRI-FIGHTERS pass by at high speed on the right.

OBI-WAN: Five more on the right!

Four more VULTURE DROID FIGHTERS pass at high speed from the left. All hell breaks loose. OBI-WAN and ANAKIN continue to fly in unison, backing up each other. ARTOO SQUEALS.

ANAKIN: Here we go.

The Jedi ships split up and make a quick loop around the DROID TRI-FIGHTERS, ending up behind them. BLASTING away. The DROID TRI-FIGHTERS EXPLODE.

OBI-WAN: I'm going high and right.

ANAKIN: Hang on. There are four more of them.

OBI-WAN: Stay with me . . . swing back and right . . . help me engage. Back off ... Let them pass between us.

ANAKIN: I'm coming around. I'm coming around on your tail.

OBI-WAN: All right, engage . . . and hurry. These droids are all over me like a rash.

In one incredible move, ANAKIN swings in behind the DROID TRI-FIGHTERS, blowing them away one by one until there is only one left. ARTOO CHIRPS.

ARTOO lets out a HOWL as ANAKIN accelerates past the last DROID TRI-FIGHTER, slams on his brakes, flips the Fighter around, and BLASTS the Fighter from the front. ARTOO BEEPS frantically as they fly through the debris of the destroyed ships. ANAKIN looks behind him.

ANAKIN: How many back there. Artoo? (Artoo beeps) Three . . . (continuing) Four . . . that's not good.

OBI-WAN: Anakin, you have four on your tail.

ANAKIN: I know. I know!

OBI-WAN: Four more closing from your left.

ANAKIN: I know. I know!

OBI-WAN: Break right and go high.

ANAKIN: I'm going low and left.

Obi-Wan shakes his head.

OBI-WAN: (to himself) He still has much to learn.

ANAKIN swoops low and skims across a TRADE FEDERATION BATTLESHIP, dodging flack as ARTOO bounces along, trying to get out a sentence.

ANAKIN: Hang on, Artoo. Obi-Wan, do you copy? I'm going to pull them through the needle . . .

OBI-WAN: Too dangerous. First Jedi rule: "Survive."

ANAKIN: Sorry, no choice. Come down here and thin them out a little.

OBI-WAN drops in behind the DROID VULTURE FIGHTERS chasing Anakin. ARFOUR BEEPS to OBI-WAN.

OBI-WAN: Just keep me steady . . . hold on ... not yet. . . now break left.

OBI-WAN fires as he swings across the back of the VULTURE DROIDS, BLASTING four of them away. ANAKIN heads for a trench along the surface of one of the Trade Federation Battleships. He flies into the trench, which ends in a conning tower with a small slit between two main struts.

OBI-WAN: (continuing) You'll never get through there, Anakin. It's too tight.

ARTOO BEEPS nervously.

ANAKIN: Easy, Artoo . . . we've done this before.

OBI-WAN: Use the Force, think yourself through, the ship will follow.

ARTOO SQUEALS in a panic. On the view screen Artoo's squeal reads out, "WE'RE NOT GOING TO MAKE IT."

ANAKIN: Wrong thought, Artoo.

ANAKIN slips through the narrow gap. The trailing VULTURE DROID FIGHTERS CRASH.

ANAKIN: (continuing) I'm through.

OBI-WAN continues to fire on the VULTURE DROID FIGHTERS, driving them into the EXPLOSION.
A CLONE fighter is hit and explodes, spewing debris. The CLONE PILOT spins off into space.
Finally, OBI-WAN peels off and swings around, pulling up alongside ANAKIN. CLONE FIGHT SQUAD SEVEN battles the DROIDS.

ODD BALL: There are too many of them.

CLONE PILOT 2: I'm on your wing. Break left. Break left. They're all over me. Get them off my . . .

ANAKIN: I'm going to go help them out!

OBI-WAN: No, no! They are doing their job so we can do ours. Head for the Command Ship!

Another CLONE fighter is hit, bursts into flames, and spins off into space. A VULTURE DROID FIGHTER raises its head to locate its target and fires missiles at them.

ANAKIN: Missiles! Pull up!

ANAKIN and OBI-WAN break right and left, and the missiles follow them. ANAKIN does a barrel roll spin, causing the missiles following him to collide and EXPLODE. Two missiles continue to chase OBI-WAN. He banks sharply to the right, then to the left, causing one of the missiles to overshoot.

OBI-WAN: They overshot us . . .

The second missile streaks next to Obi-Wan’s Fighter and EXPLODES. Obi-Wan's ship rocks, and R-4, SCREAMS as the Starfighter rips through the explosion. Debris flies all around them.

ANAKIN: They're coming around!

OBI-WAN: All right, Arfour. No, no. Nothing too fancy.

ANAKIN: Surge all power units. Artoo! Stand by the reverse thrusters.

ANAKIN spins his starfighter. The missiles spin and collide.

ANAKIN: We got 'em. Artoo!

Two missiles continue to track Obi-Wan.

OBI-WAN: Flying is for droids.

Suddenly, OBI-WAN shudders, and his ship starts to plummet toward the surface of the Trade Federation Cruiser. The trailing missiles fly into what looks like debris, and detonate. Five silver balls fly out of the debris and attach themselves to the ship. The balls pop open, revealing SMALL BUZZDROIDS that begin to crawl across the surface like spiders.

OBI-WAN: (continuing) I'm hit! Anakin?

ANAKIN: I see them . . . Buzz Droids.

The BUZZ DROIDS crawl across Obi-Wan's ship and start to tear it apart. SPARKS ERUPT where the BUZZ DROIDS break into the wiring. One of the BUZZ DROIDS goes after ARFOUR.

OBI-WAN: Arfour, be careful. You have one . . .

ARFOUR's head gets ripped off and flies away.

OBI-WAN: Oh dear. They're shutting down all the controls.

ANAKIN: Move to the right so I can get a clear shot at them.

OBI-WAN: The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.

ANAKIN moves into position just off Obi-Wan's left side and angles his ship so his guns are pointing at the DROIDS crawling over Obi-Wan’s Starfighter. ANAKIN fires and vaporizes the TWO BUZZ DROIDS, along with the left wing of Obi-Wan's ship.

OBI-WAN: (continuing) In the name of ...

ANAKIN: Steady . . . steady . . .

OBI-WAN: Anakin, hold your fire . . . hold your fire. You're not helping here.

ANAKIN: I agree, bad idea. Swing right . . . ease over . . . steady . . .

OBI-WAN: Wait . . . wait . . . I can't see a thing! My cockpit's fogging. They're all over me, Anakin.

ANAKIN: Move to the right.

OBI-WAN: Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do.

ANAKIN: I'm not leaving without you, Master.

ANAKIN moves his ship next to OBI-WAN's and tries to physically knock the BUZZ DROIDS off. There are five left. He manages to get one off, but badly dents OBI-WAN's ship in the process. One of the BUZZ DROIDS tears apiece off of the front of Obi-Wan's ship. Flames burst out, and more smoke billows out, obscuring the Jedi's view.

ANAKIN knocks off three of the BUZZ DROIDS and the fourth crawls out onto Anakin's ship and starts attacking ARTOO. ARTOO fights the BUZZ DROID.

OBI-WAN: Blast it ... I can't see . . . my controls are gone.

ANAKIN: Get 'em, Artoo. Watch out!

OBI-WAN: Artoo, hit the buzz droid's center eye.

ARTOO extends an arm and aims a stream of electricity at the swerving BUZZ DROID. The BUZZ DROID is hit squarely in the eye and falls off the ship.

ANAKIN: Yeah, you got him!

OBI-WAN: Great, Artoo.

ANAKIN: Stay on my wing . . . the General's Command Ship is dead ahead. Easy . . . pull up ... Head for the hangar.

OBI-WAN: Have you noticed the shields are still up?

ANAKIN: Oh?!? Sorry, Master.

ANAKIN streaks ahead of OBI-WAN's disintegrating Jedi Fighter and blasts the shield generator. It SPARKS and EXPLODES.

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

9 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The shield door drops away, and OBI-WAN crashes on the deck of the hangar bay, engulfed in a FANTAIL OF SPARKS. A set of blast doors starts SLAMMING shut across the hangar opening, as material is sucked into space.

ANAKIN maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut.
OBI-WAN ignites his light saber and cuts his way out of the cockpit. He jumps dear just as his ship EXPLODES. BATTLE DROIDS rush at him from all directions.

ANAKIN jumps out of his ship and cuts his way through the BATTLE DROIDS to where OBI-WAN is fighting. ARTOO pops out of the ship and follows ANAKIN.

OBI-WAN: Artoo, locate the Chancellor.

ANAKIN: Tap into the ship's computers.

They cut down the last of the droids and follow ARTOO over to a computer wall socket. The two JEDI fight off FOUR MORE DROIDS as ARTOO tries to find the Chancellor. Finally, a HOLOGRAM of the Trade Federation ship appears.

OBI-WAN: The Chancellor's signal is coming from right there. The observation platform at the top of that spire.

ANAKIN: I sense Count Dooku . . .

OBI-WAN: I sense a trap.

ANAKIN: Next move?

OBI-WAN: Spring the trap.

The JEDI start to leave; ARTOO follows. The JEDI stop and turn to ARTOO.

ANAKIN: Artoo, go back. I need you to stay with the ship.

OBI-WAN: Here, take this, and wait for orders.

OBI-WAN tosses the comlink to ARTOO.

10 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS enters the bridge of the TRADE FEDERATION cruiser followed by his TWO BODYGUARDS. He walks to the front of the bridge and stands in front of the NEIMOIDIAN CAPTAIN.

GENERAL GRIEVOUS: What's the situation, Captain?

CAPTAIN: TWO Jedi have landed in the main hangar bay.

GENERAL GRIEVOUS: Just as Count Dooku predicted.

11 INT. HANGAR-TRADE FEDERATION CRUISER

ANAKIN and OBI-WAN head for the elevator. A door opens in the hallway and two of GENERAL GRIEVOUS's BODYGUARDS confront the JEDI.

BODYGUARD I: General Kenobi, Anakin Skywalker. We've been waiting for you.

OBI-WAN: We are here to relieve you of Chancellor Palpatine, not join him.

As a dozen more droids join the group, the JEDI ignite their lightsabers and stand back-to-back.

OBI-WAN: Anakin. . .

ANAKIN: Ready.

ANAKIN and OBI-WAN use their lightsabers and cut a large circle in the floor.

12 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER

The TWO JEDI cut their way down several floors into a large generator room. Huge EXPLOSIONS outside the ship have caused several large pipes overhead to break, and fluid is spewing everywhere. The Jedi get up and turn off their light sabers. ANAKIN dips his hand into the fluid and sniffs it.

OBI-WAN: . . . fuel. The slightest charge from our sabers will send this ship into oblivion. That's why they've stopped shooting.

ANAKIN: Well then, we're safe for the time being.

OBI-WAN: Your idea of safe is not the same as mine.

They run, EXPLOSIONS rattle the ship, and pipes continue to burst around them, spilling more fuel into the hallway. At the far end, SIX SUPER BATTLE DROIDS drop into the fuel. The SOUNDS OF SHIELD DOORS CLOSING AND LOCKING ECHO throughout the hallway. They pass several large power generators, which are topped with SPARKING excess power dischargers.

ANAKIN: They're sealing this section off.

OBI-WAN: Six droids coming our way!

The last of the DOORS CAN BE HEARD CLOSING in the distance.

ANAKIN: Keep moving. There must be vents . . . This way.

They move along a wall. ANAKIN climbs up the side to a small vent. The fuel gets closer to the SPARKING dischargers.

OBI-WAN: We'll never get through that. It's too small!

They move toward a second vent. OBI-WAN is swimming in the fuel as it reaches to within a couple yards of the ceiling. ANAKIN feels along the ceiling and finds another smaller vent. He closes his eyes and tries to sense an opening, then he moves on. OBI-WAN is forced into hand-to-hand combat with one of the SUPER BATTLE DROIDS. It pulls the Jedi under the fuel. Just before he is about to drown, OBI-WAN disables the SUPER BATTLE DROID by pushing him into an exhaust pipe.

The fuel is up to the Jedi's chins. ANAKIN finds a very, very small metal grate, then pounds on it until the tiny grate breaks loose.

ANAKIN: I found our escape vent.

OBI-WAN: Anakin, this is no time for jokes. We're in serious trouble here.

ANAKIN: Only in your mind. My Master. Look, no structure. . . .

ANAKIN grabs the side of the tiny hole and gives it a big yank, ripping a large panel loose revealing a "man-sized" work shaft. They scramble through it as the DROIDS swim closer.

13 INT. VENT SHAFT-TRADE FEDERATION CRUISER

The TWO JEDI pull themselves through the narrow vent shaft until they reach a small hatch in the side of the tube.

ANAKIN: Here's a way out.

As the SUPER BATTLE DROIDS reach the opening in the ceiling and the fuel gets to within a few feet of the power generator sparks, the JEDI work the keyboard on the pressure lock, opening the latch.

14 INT. SMALL PASSAGEWAY-TRADE FEDERATION CRUISER

The TWO JEDI climb into a small passageway and slam the hatch shut. They make their way through the ever-shrinking shaft until they reach the end.

15 INT. HALLWAY-TRADE FEDERATION CRUISER

A hatch opens in one of the main hallways of the Trade Federation Cruiser, and the JEDI squeeze out, SLAMMING the hatch. Behind them, ANAKIN seals the hatch with his laser sword.

OBI-WAN: That won't hold when the fuel hits those power dischargers.

ANAKIN: The blast will break the hull. This side's pressurized.

OBI-WAN: You still have much to learn, Anakin.

16 INT. VENT SHAFT-TRADE FEDERATION CRUISER

The SUPER BATTLE DROIDS climb up the vent shaft. SUPER BATTLE DROID R77 and SEVERAL OTHER DROIDS wait in the generator room as the fuel continues to rise toward the power discharger.

SUPER BATTLE DROID R77: I have a bad feeling about this.

17 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER

The fuel hits the SPARKING power discharger, and there is a HUGE EXPLOSION.

18 EXT. TRADE FEDERATION CRUISER-BATTLE

A GREAT EXPLOSION and a flaming gas cloud spray out of the side of the Federation Cruiser.

19 INT. HALLWAY-TRADE FEDERATION CRUISER

A large bulge appears in the wall around the sealed hatch as the EXPLOSION hits. OBI-WAN jumps back, then stands amazed.

OBI-WAN: All right, you win. I have much to learn. Let's go!

ANAKIN grins at OBI-WAN, and they run down the hallway.

20 INT. WIDE HALLWAY-TRADE FEDERATION CRUISER

The two JEDI wait for an elevator to arrive. They turn around and see they are face to face with THREE DESTROYER DROIDS. The DROIDS start blasting away. Anakin deflects the bolts. OBI-WAN frantically pushes the elevator button several more times.

ANAKIN: Destroyers!!

Finally the door opens, and they rush inside under a hail of laser bolts. The elevator door slides shut. The JEDI turn to see BATTLE DROIDS standing behind them.

BATTLE DROID: Drop your weapons! I said drop 'em.

The JEDI activate their light sabers and destroy all the BATTLE DROIDS.

21 INT HANGAR-TRADE FEDERATION CRUISER

R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.

22 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator begins to move and screeches to a stop.

OBI-WAN: Did you press the stop button?

ANAKIN: No, did you?

OBI-WAN: No!

ANAKIN: Well, there's more than one way out of here.

ANAKIN ignites his laser sword.

OBI-WAN: We don't want to get out, we want to get moving. Artoo . . . Artoo. Do you copy? Activate elevator . . . (looks at control panel) . . . 31174 . . .

ANAKIN cuts a hole in the elevator ceiling.

23 INT MAIN HANGAR-TRADE FEDERATION CRUISER

TWO SUPER BATTLE DROIDS are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted.

SUPER BATTLE DROID 1: What's that?

SUPER BATTLE DROID 2: Get back to work. It's nothing.

24 INT. ELEVATOR-TRADE FEDERATION CRUISER

OBI-WAN: Artoo?

ANAKIN climbs through the hole in the ceiling of the elevator.

OBI-WAN: (continuing) Always on the move.

OBI-WAN continues to talk on the comlink. Artoo quietly beeps a reply.

25 INT MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO tries to muffle the comlink as the TWO SUPER BATTLE DROIDS try to figure out where the voices are coming from. ARTOO extends an arm and plugs into a computer interface.

OBI-WAN: (OS) Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo.

26 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Suddenly, the elevator plummets down the shaft. ANAKIN quickly jumps and grabs onto the hallway entry door. He watches as the elevator recedes down the shaft and disappears. ANAKIN struggles to keep his grip on the closed door as SPARKING wires rain down on him.

27 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator starts to descend rapidly.

OBI-WAN: Stop, stop! Artoo, we need to be going up.

28 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Anakin struggles to hang on to the narrow edge of the elevator shaft. The door to the elevator shaft is pried open, and TWO BATTLE DROIDS appear in the doorway and look down at ANAKIN. They point their guns at him.

DROID 1: Hands up, Jedi! Don't move.

DROID 2: Roger, roger.

29 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The TWO SUPER BATTLE DROIDS overhear OBI-WAN's comlink messages to ARTOO.

SUPER BATTLE DROID 1: There it is again.

OBI-WAN: (OS) Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.

30 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator races down as OBI-WAN holds on.

OBI-WAN: Stop. Artoo! We need to go up! Stop, stop!

The elevator stops with a jolt. OBI-WAN falls to the floor.

31 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The TWO SUPER BATTLE DROIDS see ARTOO and walk toward the little droid.

SUPER BATTLE DROID 1: Hey you!

ARTOO plugs into the interface again and the elevator shoots up.

32 INT. ELEVATOR-TRADE FEDERATION CRUISER

OBI-WAN stands up after having fallen in the elevator.

OBI-WAN: Now, that's better . . .

33 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO is held up by TWO SUPER BATTLE DROIDS, who chuckle as the little Astro Droid curses and swings at them.

SUPER BATTLE DROID 1: You stupid little astro droid!

34 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

ANAKIN looks down and sees the elevator heading toward him at a high rate of speed. He looks at the BATTLE DROIDS leaning over him with their guns pointed at him. He calculates for a moment, then gives himself a push and flips himself up into the elevator shaft.

Before ANAKIN can arc into a descent down the shaft, the elevator races up through the shaft, cutting the DROIDS in two. ANAKIN lands on the elevator and quickly drops back through the hole in the ceiling. OBI-WAN is startled and ignites his lightsaber.

OBI-WAN: Oh, it's you . . .

35 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO activates his oil hose and sprays the SUPER BATTLE DROIDS. The SUPER BATTLE DROIDS slip on the oil.

36 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

ANAKIN: What was that all about?

OBI-WAN: Well, Artoo has been . . .

ANAKIN: No loose wire jokes . . . He's doing the best he can.

OBI-WAN: Did I say anything?

ANAKIN: He's trying!

OBI-WAN: I didn't say anything!

37 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO ignites his arm rockets and shoots out of their grip, spraying them both with oil and setting them on fire. The SUPER BATTLE DROIDS slip and slide until they fall, smoldering. ARTOO rolls away.

38 INT. GENERAL'S QUARTER'S-TRADE FEDERATION CRUISER

The elevator door opens and the TWO JEDI carefully make their way into the main room of the General's Quarters.
At the far end sits SUPREME CHANCELLOR PALPATINE. ANAKIN and OBI-WAN move toward the CHANCELLOR.
As they get closer to PALPATINE, they see a very distressed look on the Chancellor's face.

OBI-WAN: (bows) Chancellor.

ANAKIN: Are you all right?

PALPATINE: (quietly) Count Dooku.

PALPATINE makes a small gesture with his hand. OBI-WAN and ANAKIN turn around. The elevator DOORS CAN BE HEARD OPENING AND CLOSING as COUNT DOOKU strides into the room. He is above the Jedi, standing on a balcony, with two SUPER BATTLE DROIDS. The Jedi turn to see him. He looks down on the Jedi.

OBI-WAN: (quietly to Anakin) This time we will do it together.

ANAKIN: I was about to say that.

COUNT DOOKU jumps down to the main level.

PALPATINE: Get help! You're no match for him. He's a Sith Lord.

OBI-WAN: Chancellor Palpatine, Sith Lords are our specialty.

OBI-WAN and ANAKIN throw off their cloaks and ignite their lightsabers.

COUNT DOOKU: Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.

OBI-WAN and ANAKIN move toward DOOKU.

OBI-WAN: You won't get away this time, Dooku.

OBI-WAN and ANAKIN charge COUNT DOOKU. A great sword fight ensues.

COUNT DOOKU: I've been looking forward to this.

ANAKIN: My powers have doubled since the last time we met, Count.

COUNT DOOKU: Good. Twice the pride, double the fall.

DOOKU lunges at the JEDI and they fall back . . .

COUNT DOOKU: (continuing) Your moves are clumsy, Kenobi . . . too predictable. You'll have to do better.

As the battle proceeds, OBI-WAN and COUNT DOOKU are tired. ANAKIN is stronger as he becomes angry. ANAKIN continues to drive the attack on DOOKU. COUNT DOOKU throws OBI-WAN back using the Force.
ANAKIN and COUNT DOOKU move up the stairs. As they reach the upper landing of the General's Quarters, ANAKIN leaps over COUNT DOOKU. OBI-WAN reaches the top of the stairs, destroying TWO SUPER BATTLE DROIDS. COUNT DOOKU holds OBI-WAN in the air using the Force as he turns and kicks ANAKIN out of frame. OBI-WAN is choking.
ANAKIN hits the archway.
DOOKU sends OBI-WAN flying. The Jedi tumbles to the lower level unconscious. COUNT DOOKU spins around again and, using the Force, causes a section of the balcony to drop onto OBI-WAN. ANAKIN spins and kicks COUNT DOOKU, sending him over the balcony. ANAKIN Jumps, following him down to the main floor. COUNT DOOKU and ANAKIN continue the fight.

COUNT DOOKU: (continuing) I sense great fear in you, Skywalker. You have hate, you have anger, but you don’t use them.

Anakin regains his composure and attacks COUNT DOOKU as the Dark Lord continues his spin to meet him head on. Their fighting becomes even more intense.
Anakin attacks COUNT DOOKU with a new ferociousness.

39 INT. GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

Anakin and Dooku continue their fight. It is intense! Finally, in one last energized charge, ANAKIN cuts off COUNT DOOKU's hands. The Jedi catches the lightsaber as it drops from the severed Sith Lord's hand. COUNT DOOKU stumbles to the floor as ANAKIN puts the two lightsabers to his neck. PALPATINE is grinning as he watches COUNT DOOKU's defeat.

PALPATINE: Good, Anakin, good. I knew you could do it. Kill him. Kill him now!

ANAKIN: I shouldn't . . .

PALPATINE: Do it!!

ANAKIN cuts off COUNT DOOKU's head. A huge EXPLOSION somewhere deep in the ship rattles everything.

ANAKIN: ... I couldn't stop myself.

PALPATINE: You did well, Anakin. He was too dangerous to be kept alive.

ANAKIN drops COUNT DOOKU's lightsaber, moving to PALPATINE.

ANAKIN: Yes, but he was an unarmed prisoner.

ANAKIN raises his hands toward PALPATINE, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose.

ANAKIN: (continuing) I shouldn't have done that, Chancellor. It's not the Jedi way.

PALPATINE stands up, rubbing his wrists.

PALPATINE: It is only natural. He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin. Remember what you told me about your mother and the Sand People. Now, we must leave before more security droids arrive.

The ship begins to list to one side. ANAKIN rushes over to OBI-WAN, lifts the control console from on top of him, and pulls him free. He kneels down and checks out his unconscious friend. PALPATINE heads for the elevators.

PALPATINE: (continuing) Anakin, there is no time. We must get off the ship before it's too late.

ANAKIN: He seems to be all right. No broken bones, breathing's all right.

PALPATINE: Leave him, or we'll never make it.

ANAKIN: His fate will be the same as ours.

ANAKIN picks up OBI-WAN, slings him over his shoulder, and heads for the elevators.

40 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS: Prepare for attack.

PILOT: All batteries fire! Fire!

41 INT. BATTLESTATIONS-REPUBLIC CRUISER

Clone gunners fire on the Trade Federation cruiser and take fire in return. Gun emplacements are destroyed. Clone troopers go flying.

42 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

ANAKIN carries OBI-WAN to the elevator doors and hits the button. PALPATINE joins him.

ANAKIN: The elevator's not working, (into his comlink) Artoo . . .

ARTOO BEEPS a response to ANAKIN.

ANAKIN: (continuing) . . . Activate Elevator 3224.

Suddenly the ship shifts to its side as the elevator doors open. PALPATINE is thrown to the ground. ANAKIN jumps to the door frame of the elevator. ANAKIN looks into the elevator shaft.

ANAKIN: (continuing) Artoo ... do you copy? Artoo, come in!

43 INT. BRIDGE-TRADE FEDERATION CRUISER

Windows are blown out, droids and equipment are sucked into space.

PILOT: Reverse stabilizers.

44 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other.
Several objects break through the metal blast doors, causing objects to be sucked into space. ARTOO starts to slide toward one of the small holes.

45 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

As the elevator shaft rotates, it has become a long hallway.
ANAKIN clings to the doorframe with OBI-WAN on his shoulder, as the Chancellor struggles to join him.

46 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO continues to skid and slide toward open space. He swerves around boxes and wrecked fighters. One of the BATTLE DROIDS stumbles and is consumed by the electronic shield in a zap. ARTOO BEEPS a reply as he dodges the laser blasts of the BATTLE DROIDS. One bolt hits very near him, and he SCREAMS in terror.

47 INT. BRIDGE-TRADE FEDERATION CRUISER

PILOT: Magnetize! Magnetize!

48 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO is about to be overtaken by a starfighter sliding behind him. He falls into a heap of broken battle droid parts and the fighter bounces over him.

49 EXT. SPACE-CORUSCANT

The TRADE FEDERATION CRUISER heads straight down toward the planet.

50 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

ANAKIN jumps into the horizontal elevator shaft with OBI-WAN still on his shoulder.

ANAKIN: We can't wait. Come on, we have to be fast.

PALPATINE climbs into the elevator shaft also. They start running. The ship begins to roll again, and the Jedi and the Chancellor are forced to jump from one side of the elevator to the other.

51 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS: Fire the emergency booster engines.

PILOT: Leveling out, sir.

52 INT. ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER

ANAKIN still carrying OBI-WAN on his back, and PALPATINE run down the elevator shaft as it starts to move upright. ANAKIN cuts a control box on one of the doors, but before the doors can open, the ship moves to an angle, causing ANAKIN and PALPATINE to start sliding down the shaft. ANAKIN grabs some wires in the control box with one hand. PALPATINE grabs onto the Jedi's leg. As the ship rights itself, they are left hanging in the bottomless elevator shaft.

53 INT. ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER

ANAKIN, OBI-WAN, and PALPATINE hang precariously on the side of the bottomless elevator shaft. OBI-WAN regains consciousness and tries to look around.

ANAKIN: Easy. . . . We're in a bit of a situation.

OBI-WAN: Did I miss something?

OBI-WAN looks down and sees PALPATINE and the bottomless pit. They hear ARTOO BEEPING on Obi-Wan's comlink. The ship begins to roll, causing the vertical shaft to move into a forty-five-degree angle. They hear the elevator brakes release and look up to see the elevator heading toward them.

ANAKINN: Hold on.

OBI-WAN: What is that?

OBI-WAN and ANAKIN look up to watch the elevator approach them at high speed, then OBI-WAN turns to ANAKIN.

OBI-WAN: (continuing) Oops.

ANAKIN: Artoo, Artoo, shut down the elevator!

OBI-WAN: Too late! Jump!

They fall about three hundred feet before the tilt of the ship catches up with them, and they hit the side of the shaft and slide at great speed just ahead of the elevator. The shaft continues to rotate until it is completely horizontal.
ANAKIN and OBI-WAN take out and throw grappling hooks. The hooks catch and they continue to fall. All the doors in the elevator shaft open up, and the group swings through the open door into a hallway. The elevator roars by.

54 INT. ELEVATOR LOBBY-TRADE FEDERATION CRUISER

ANAKIN, OBI-WAN, and PALPATINE fly through the elevator door and land.

OBI-WAN: Let's see if we can find something in the hangar bay that's still flyable. Come on.

ANAKIN: Artoo, get down here. Artoo, do you copy?

55 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

As the Federation Cruiser continues to rotate, ARTOO SQUEALS and pokes a periscope out of a pile of broken BATTLE DROID PARTS. He looks around then rockets up out of the debris.

56 INT. HALLWAY TO HANGAR BAY-TRADE FEDERATION CRUISER

OBI-WAN and ANAKIN lead PALPATINE down a hallway toward the hangar bay.

57 INT. DOORWAY TO HANGAR BAY-TRADE FEDERATION CRUISER

It is extremely windy as bits and pieces are continually sucked into space. The hangar bay doors are closed, but great stresses are being exerted as the ship twists, re-entering the atmosphere of Coruscant. They stop in a doorway leading into the hangar bay.

OBI-WAN: None of those ships will get us anywhere.

ANAKIN: I agree.

PALPATINE: What are we going to do?

ANAKIN: I don't know.

OBI-WAN: Don't look at me. I don't know.

ANAKIN and PALPATINE both look to OBI-WAN. He shrugs his shoulders. Anakin's Fighter has been sucked out of the hangar bay and is totaled. Suddenly, the ship turns on its side.

ANAKIN: Here, Chancellor, lock this around your waist, and hold on.

OBI-WAN: We'll head toward the bridge and see if we can find an escape pod.

ANAKIN hands PALPATINE the end of a cable that is attached to his utility belt. PALPATINE attaches it around his waist. ANAKIN and OBI-WAN throw their utility cables to some pipes in the ceiling and swing to a second set of pipes.

58 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

OBI-WAN grabs onto the pipes that run along what was the ceiling and is now the wall. As he moves out into the hangar, TWO SUPER BATTLE DROIDS start firing at him. The Jedi ignites his lightsaber and deflects the bolts back at the DROIDS, blowing them up. ANAKIN and PALPATINE follow OBI-WAN along the pipes running along the ceiling of the hangar. PALPATINE struggles against the escaping air of the pressurized hangar. PALPATINE loses his grip as a pipe breaks, causing a rush of steam, but ANAKIN manages to maintain his grasp on the pipe as the CHANCELLOR dangles on the other end of the utility cable. They are surrounded by SPARKS and EXPLOSIONS as the ship twists and tries to break apart. ANAKIN moves out of the steam and struggles to pull PALPATINE back to safety. ANAKIN is almost pulled loose in the buffeting winds. The ceiling behind them buckles, causing pipes to break, creating geysers of steam. Some bits of pipe go hurling into the blast doors and out into space. They make it through a hangar doorway and close it behind them.

59 INT. HANGAR DOORWAY-TRADE FEDERATION CRUISER

OBI-WAN, ANAKIN and PALPATINE are out of breath.

ANAKIN/OBI-WAN: Well, that was close.

They laugh.

60 INT. BRIDGE-TRADE FEDERATION CRUISER

BODYGUARD: General, we found the Jedi. They're in hallway 328.

GENERAL GRIEVOUS: Activate ray shields.

61 INT. HALLWAY-TRADE FEDERATION CRUISER

They run down the hallway. Suddenly, ray shields drop around them, putting them in an electronic box in the middle of the hallway.

ANAKIN: Ray shields!

OBI-WAN takes a deep breath to express his total disappointment.

OBI-WAN: Wait a minute, how'd this happen! We're smarter than this.

ANAKIN: Apparently not, Master. This is the oldest trap in the book . . . Well ... I was distracted.

OBI-WAN: Oh, so all of a sudden it's my fault.

ANAKIN: You're the Master. I'm just a hero.

OBI-WAN: I'm open to suggestions here.

PALPATINE: Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release.

The Jedi look at each other in disbelief.

ANAKIN: I say . . . patience.

OBI-WAN: Patience! That's your plan, is it?

ANAKIN: Yes, Artoo will be along in a few moments and he'll release the ray shields . . .

ARTOO comes skidding across the hallway and bashes into the opposite wall. He takes a moment to compose himself.

ANAKIN: (continuing) See! No problem.

Suddenly several doorways open, revealing TWO DESTROYER DROIDS. SIXTEEN SUPER BATTLE DROIDS emerge from behind the DESTROYER DROIDS.
ARTOO turns and zaps one of the SUPER BATTLE DROIDS who then kicks ARTOO over.

SUPER BATTLE DROID: Don't move, dummy. Ouch! Zap this.

OBI-WAN: Do you have a plan B?

62 EXT. BRIDGE-TRADE FEDERATION CRUISER

OBI-WAN, ANAKIN PALPATINE, and ARTOO are captured by GENERAL GRIEVOUS. They stand before the ALIEN DROID GENERAL.

GENERAL GRIEVOUS: Oh yes. General Kenobi, the Negotiator. We've been waiting for you. That wasn't much of a rescue.

A BATTLE DROID walks to GENERAL GRIEVOUS and hands him the JEDI'S lightsabers.

OBI-WAN: That depends upon your point of view. Hah!

GENERAL GRIEVOUS: And Anakin Skywalker ... I was expecting someone with your reputation to be a little older.

ANAKIN: General Grievous . . . Supreme Commander of the Droid Armies. You're shorter than I expected.

GENERAL GRIEVOUS: Ahhhh, Jedi scum . . .

OBI-WAN: Anakin, try not to upset him. We have a job to do.

GENERAL GRIEVOUS: Your lightsabers will make a fine addition to my collection.

OBI-WAN: Not this time. And this time you won't escape.

ANAKIN: Artoo.

ARTOO creates a distraction by extending all his arms, shooting out electrical pulses, and bouncing around.
OBI-WAN, hands restrained with electrobonds, spins around, reaches out and, using the Force, yanks his lightsaber out of the General's hand, ignites it, and cuts his bonds. He continues to spin around and cuts Anakin free.

GENERAL GRIEVOUS: Crush them! Make them suffer!

ANAKIN uses the Force to yank his lightsaber out of the General's hand.

The DROIDS that surround them begin to FIRE. OBI-WAN and ANAKIN jump into the line of fire. The bridge degenerates into chaos. OBI-WAN and ANAKIN are locked in a pitched battle between electro staffs and laser swords with GENERAL GRIEVOUS's TWO BODYGUARDS.

CHANCELLOR PALPATINE is taken away by two BATTLE DROIDS. GENERAL GRIEVOUS walks around the bridge directing the BATTLE DROIDS.

GENERAL GRIEVOUS: Stay and watch your stations.

OBI-WAN fights one of General Grievous's BODYGUARDS. The BODYGUARD carries an electrified staff about five feet long. When the laser sword hits it, electrical bolts fly everywhere and surround the laser sword. OBI-WAN is unable to cut the staff. The Jedi gets whacked pretty good a couple of times and is knocked halfway across the bridge.
OBI-WAN pulls himself together and attacks again, cutting off the DROID BODYGUARD'S head. The DROID BODYGUARD keeps attacking. ANAKIN struggles to defend himself against the other manic DROID BODYGUARD. He cuts the DROID BODYGUARD in half. TWO BATTLE DROIDS try to take the CHANCELLOR away.
ANAKIN follows them down the hallway and cuts them down, rescuing the Chancellor.
OBI-WAN finishes off the headless BODYGUARD. It crumbles to the floor in pieces.
ALARMS SOUND as the giant spacecraft begins to list and fall out of orbit. A PILOT yells at GENERAL GRIEVOUS.

PILOT: Sir, we are falling out of orbit. All aft control cells are dead.

GENERAL GRIEVOUS: Stay on course . . . Don't bother with them. Keep the ship in orbit.

OBI-WAN and ANAKIN destroy the remaining DROIDS. GENERAL GRIEVOUS retrieves one of the BODYGUARD'S staffs and faces OBI-WAN. ANAKIN leaps over a console and lands behind GENERAL GRIEVOUS.

GENERAL GRIEVOUS: You lose, General Kenobi.

One of the PILOTS stands next to the General.

PILOT: The ship is breaking up!

GENERAL GRIEVOUS: We've run out of time.

OBI-WAN tries to get at GENERAL GRIEVOUS. ANAKIN runs at the General from the opposing side. GENERAL GRIEVOUS turns and throws his electrified staff at the window. It breaks, causing chaos as everything that is not nailed down is sucked into space. GENERAL GRIEVOUS is the first one sucked out into space. He fires a cable from his arm that attaches to the ship. He swings in and lands firmly on the side of the ship.
OBI-WAN, ANAKIN, and PALPATINE hold on for dear life. A blast shield closes around where the window used to be.

63 INT. BRIDGE-TRADE FEDERATION CRUISER

OBI-WAN continues to fight the BATTLE DROIDS. The DROIDS have backed him into a corner. OBI-WAN hides behind a control panel as the DROIDS blast away at him. He jumps up and over the DROIDS, cutting most of them down before he lands. He destroys the DROIDS and joins ANAKIN.
ANAKIN and OBI-WAN cut through the rest of the DROIDS as if they were made of butter. PALPATINE stands in shock as he watches the carnage. Droid parts are firing everywhere. OBI-WAN and ANAKIN stand back to back and cut down the last of the DROIDS just as there is a huge shudder, followed by more alarms. SPARKS begin to fly outside the windows.

PALPATINE: The hull is burning up!

64 EXT. HULL-TRADE FEDERATION CRUISER-SPACE

GENERAL GRIEVOUS detaches his cable and crawls along the exterior hull of the Federation Cruiser, using his magnetized hands and feet. He reaches a row of escape pods and enters an airlock.

65 INT. POD BAY-TRADE FEDERATION CRUISER-SPACE

GENERAL GRIEVOUS enters the escape pod bay through the hatch. The Droid General goes to a control panel and opens an escape pod.

GENERAL GRIEVOUS: Time to abandon ship.

GENERAL GRIEVOUS pulls a row of switches, and one by one the escape pods are jettisoned.

66 INT. ESCAPE POD-SPACE

He gets in one, the hatch closes, and the escape pod blasts away from the damaged Cruiser.

67 INT. BRIDGE-TRADE FEDERATION CRUISER

OBI-WAN and ANAKIN go over to the navigator's chair.

ANAKIN: All the escape pods have been launched.

OBI-WAN: Grievous. Can you fly a cruiser like this?

ANAKIN: You mean, do I know how to land what's left of this thing?

ANAKIN sits in the pilot's chair and sees on a screen the back half of the ship break away. There is a great jolt, and the ship tilts forward.

OBI-WAN: Well?

ANAKIN: Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.

OBI-WAN and PALPATINE strap themselves into chairs. ANAKIN struggles with the controls of the ship. The ship starts to glow, and pieces break off. ARTOO moves in on Palpatine 's controls and assists in flying the cruiser.

OBI-WAN: Steady . . . Attitude . . . eighteen degrees.

ARTOO beeps.

ANAKIN: Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.

OBI-WAN: Temp steady. Hatches open, flaps extended, drag fins . . .

A large part of the ship breaks away.

ANAKIN: We lost something.

OBI-WAN: Not to worry, we're still flying half the ship.

ANAKIN: Now we're really picking up speed . . . I'm going to shift a few degrees and see if I can slow us down.

OBI-WAN: Careful . . . we're heating up-twelve thousand . . . thirteen thousand . . .

ANAKIN: What's our speed?

OBI-WAN: Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand . . . we're in the atmosphere . . .

ANAKIN points to one of the controls. ARTOO beeps madly.

ANAKIN: Grab that . . . Keep us level.

OBI-WAN: Steady. Steady.

ANAKIN: Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.

OBI-WAN: Five thousand. Three thousand . . . two thousand. Fireships on the left and the right.

FlRESHIP PILOT: We'll take you in.

OBI-WAN: Copy that. Landing strip's straight ahead.

ANAKIN: We're coming in too hot.

OBI-WAN: Easy-easy.

The ship leaves a contrail as it streaks across the Coruscant skyline. PALPATINE and OBI-WAN hold on for dear life as the ship shakes and rattles toward an industrial landing platform.

68 EXT. CORUSCANT-INDUSTRIAL LANDING PLATFORM-AFTERNOON

A large landing platform in the industrial part of the city is surrounded by Emergency Fire Speeders. The smoking ship approaches as five Fireships spray it with foam. The ship finally makes a rather hard landing.

OBI-WAN: Another happy landing.

69 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-LATE AFTERNOON

The small Jedi Shuttle carrying PALPATINE and the JEDI arrives at the landing platform. There are a DOZEN SENATORS, including BAIL ORGANA, JAR JAR BINKS, and C-3PO, waiting for them. PALPATINE, R2-D2, and ANAKIN get out. OBI-WAN and MACE stay in the doorway of the Jedi Shuttle.

ANAKIN: (to Obi-Wan) Are you coming, Master?

OBI-WAN: Oh no. I'm not brave enough for politics. I have to report to the Council. Besides, someone needs to be the poster boy.

ANAKIN: Hold on, this whole operation was your idea. You planned it. You led the rescue operation. You have to be the one to take the bows this time.

OBI-WAN: Sorry, old friend. Let us not forget that you rescued me from the Buzz Droids. And you killed Count Dooku. And you rescued the Chancellor, carrying me unconscious on your back, and you managed to land that bucket of bolts safely . . .

ANAKIN: All because of your training, Master. You deserve all those speeches of your greatness.

OBI-WAN: . . . the endless speeches . . . Anakin, let's be fair. Today, you are the hero and you deserve your glorious day with the politicians.

ANAKIN: All right. But you owe me . . . and not for saving your skin for the tenth time . . .

OBI-WAN: Ninth time . . . that business on Cato Nemoidia doesn't count. I'll see you at the briefing.

ANAKIN smiles and walks away from OBI-WAN.
The CHANCELLOR and his entourage approach MACE.

MACE WlNDU: Chancellor Palpatine, what a welcome sight! Are you all right?

PALPATINE: Yes, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again.

MACE WlNDU: General Grievous will run and hide as he always does. He is a coward.

PALPATINE: That maybe true, but with Count Dooku dead, he is the leader of the Droid Army, and I assure you, the Senate will vote to continue the war as long as Grievous is alive.

MACE WlNDU: Then the Jedi Council will make finding Grievous our highest priority.

BAIL, ANAKIN, and the crowd walk away from the platform toward the Senate Building Grand Hallway.

BAIL ORGANA: Skywalker, the Republic cannot praise you enough.

ANAKIN and BAIL ORGANA, walking in the hallway.

ANAKIN: Thank you, Senator Organa. The kidnapping was a bold move by the Separatists, but it was a mistake that Obi-Wan and I were able to take advantage of.

ARTOO and THREEPIO follow behind the crowd.

C-3PO: It couldn't possibly be as bad as all that.

ARTOO beeps.

C-3PO: (continuing) Well, there, I agree with you. In fact, I could do with a tune-up myself.

70 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE AFTERNOON

ANAKIN is at the back of the crowd of SENATORS, talking with BAIL ORGANA. R2-D2 and C-3PO scoot along ahead of them.

BAIL ORGANA: The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures.

ANAKIN: I wish that were so, but the fighting is going to continue until General Grievous is spare parts . . . The Chancellor is very clear about that.

Behind a row of large columns, a SHADOWY FIGURE follows the JEDI and the SENATOR. ANAKIN senses the figure.

BAIL ORGANA: I'll do everything I can with the Senate.

ANAKIN: Excuse me.

BAIL ORGANA: Certainly.

ANAKIN stops, and BAIL goes off after PALPATINE and the others. ANAKIN goes behind one of the giant columns to meet up with the SHADOWY FIGURE, who is revealed to be SENATOR PADME AMDALA. They embrace and kiss.

PADME: Oh, Anakin! Thank goodness, you're back.

ANAKIN: I missed you, Padme. I've missed you so.

PADME: There were whispers . . . that you'd been killed. I've been living with unbearable dread.

ANAKIN: I'm back, I'm all right. It feels like we've been apart for a lifetime. And it might have been ... If the Chancellor hadn't been kidnapped. I don't think they would have ever brought us back from the Outer Rim sieges.

ANAKIN starts to give her another kiss. She steps back.

PADME: Wait, not here . . .

He grabs her again.

ANAKIN: Yes, here! I'm tired of all this deception. I don't care if they know we're married.

PADME: Anakin, don't say things like that. You're important to the Republic ... to ending this war. I love you more than anything, but I won't let you give up your life as a Jedi for me . . .

ANAKIN: I've given my life to the Jedi order, but I'd only give up my life, for you.

PADME: (playfully) I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi . . . Come to me later.

ANAKIN embraces her, then looks at her.

ANAKIN: Are you all right? You're trembling. What's going on?

PADME: I'm just excited to see you.

ANAKIN: That's not it. I sense more . . . what is it?

PADME: Nothing . . . nothing . . .

ANAKIN: You're frightened. (a little angry) Tell me what's going on!

PADME begins to cry.

PADME: You've been gone five months . . . it's been very hard for me. I've never felt so alone. There's . . .

ANAKIN: . . . Is there someone else?

PADME: (peeved, angry) No! Why do you think that? Your jealousy upsets me so much, Anakin. I do nothing to betray you, yet you still don't trust me. Nothing has changed.

ANAKIN: (sheepish) I'm afraid of losing you, Padme . . . that's all.

PADME: I will never stop loving you, Anakin. My only fear is losing you.

ANAKIN: It's just that I've never seen you like this . . .

PADME: Something wonderful has happened.

They look at each other for a long moment.

PADME: (continuing) I'm . . . Annie, I'm pregnant.

ANAKIN is stunned. He thinks through all of the ramifications of this. He takes her in his arms.

ANAKIN: That's . . . that's wonderful.

PADME: What are we going to do?

ANAKIN: We're not going to worry about anything right now, all right? This is a happy moment. The happiest moment of my life.

71 EXT. UTAPAU-LANDING PLATFORM-DAY

A small NEIMOIDIAN SHUTTLE lands. BATTLE DROIDS surround the ramp as GENERAL GRIEVOUS descends onto the platform. SUPER BATTLE DROID G21 approaches.

SUPER BATTLE DROID G21: The planet is secure, sir. The population is under control.

GENERAL GRIEVOUS: Good. Where is the Separatist Council?

SUPER BATTLE DROID G21: This way, sir ...

GENERAL GRIEVOUS takes the elevator to an upper level. He enters a conference room and presses a series of buttons on the table, and bows.

72 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY

A hologram of Darth Sidious appears.

GENERAL GRIEVOUS: Yes, Lord Sidious.

DARTH SlDIOUS: General Grievous, I suggest you move the Separatist leaders to Mustafar.

GENERAL GRIEVOUS: It will be done, My Lord.

DARTH SlDIOUS: The end of the war is near, General, and I promise you, victory is assured.

The hologram of Sidious talks to GRIEVOUS about the death of Count Dooku.

GENERAL GRIEVOUS: But the loss of Count Dooku?

DARTH SlDIOUS: His death was a necessary loss, which will ensure our victory. Soon I will have a new apprentice . . . one far younger and more powerful than Lord Tyranus.

73 INT. CORUSCANT-PADME'S APARTMENT-TWILIGHT

PADME stands in the balcony brushing her hair. ANAKIN leans against the wall, watching her lovingly.

ANAKIN: . . . every second I was thinking of you. Protecting the endless, nameless Outer Rim settlements became a torture . . . the battles were easy, the longing became unbearable . . . I've never been so happy as I am at this moment.

PADME: Annie, I want to have our baby back home on Naboo. We could go to the lake country where no one would know . . . where we would be safe. I could go early-and fix up the baby's room. I know the perfect spot, right by the gardens.

ANAKIN: You are so beautiful!

PADME: It's only because I'm so in love . . .

ANAKIN: No, it's because I'm so in love with you.

PADME: So love has blinded you?

ANAKIN: Well, that's not exactly what I meant . . .

PADME: But it's probably true!

They laugh.

ANAKIN: I haven't laughed in so long . . .

PADME: Neither have I.

74 INT. POLIS MASSA-MEDICAL CENTER-DREAM

The view is strangely distorted and disorienting. PADME is on a table in an alien medical chamber. She is giving birth and is screaming.

PADME: Anakin, help me! Help, Anakin! Anakin, I love you. I love you.

She screams and dies.

75 INT. CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT

ANAKIN awakens in a panic. He is covered in sweat. He looks over in the bed and sees PADME sound asleep next to him. ANAKIN gets out from under the sheets and sits on the side of the bed. He is breathing heavily. He puts his head in his hands and weeps. He regains his composure and leaves the room down a set of stairs. PADME awakens, realizes Anakin is gone.

PADME: Anakin??

She gets out of bed and goes downstairs to look for him.

76 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT

ANAKIN walks down a flight of stairs onto a large veranda. The vast city planet of Coruscant, smoldering from the battle, is spread out before him. He is distraught.
PADME descends the stairs and joins ANAKIN on the veranda. She takes his hand. He doesn't look at her.

PADME: What's bothering you?

ANAKIN: Nothing . . .

ANAKIN touches the japor snippet around PADME'S neck, that Anakin gave her when he was a small boy.

ANAKIN: (continuing) I remember when I gave this to you.

PADME: Anakin, how long is it going to take for us to be honest with each other?

ANAKIN: It was a dream.

PADME: Bad?

ANAKIN: Like the ones I used to have about my mother just before she died.

PADME: And?

ANAKIN: It was about you.

They look at each other. A moment of concern passes between them.

PADME: Tell me.

ANAKIN: It was only a dream.

PADME gives him a long, worried look. ANAKIN takes a deep breath.

ANAKIN: (continuing) You die in childbirth . . .

PADME: And the baby?

ANAKIN: I don't know.

PADME: It was only a dream.

ANAKIN takes PADME in his arms.

ANAKIN: . . . I won't let this one become real, Padme.

They embrace, then part.

PADME: Anakin, this baby will change our lives. I doubt the Queen will continue to allow me to serve in the Senate, and if the Council discovers you are the father, you will be expelled from the Jedi Order.

ANAKIN: I know ….

PADME: Anakin, do you think Obi-Wan might be able to help us?

ANAKIN: (suspicious) Have you told him anything?

PADME: No, but he's your mentor, your best friend . . . he must suspect something.

ANAKIN: He's been a father to me, but he's still on the Council. Don't tell him anything!

PADME: I won't, Anakin.

ANAKIN: I don't need his help . . . Our baby is a blessing, not a problem.

77 INT. CORUSCANT-JEDI TEMPLE-YODAS QUARTERS-DAY

YODA and ANAKIN sit in Yoda 's room, deep in thought.

YODA: Premonitions . . . premonitions . . . Hmmmm . . . these visions you have . . .

ANAKIN: They are of pain, suffering, death . . .

YODA: Yourself you speak of, or someone you know?

ANAKIN: Someone . . .

YODA: . . . close to you?

ANAKIN: Yes.

YODA: Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side.

ANAKIN: I won't let these visions come true, Master Yoda.

YODA: Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them, do not. Miss them, do not. Attachment leads to jealousy. The shadow of greed, that is.

ANAKIN: What must I do, Master Yoda?

YODA: Train yourself to let go of everything you fear to lose.

78 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-DAY

ANAKIN hurries down a temple hallway, heading toward a Jedi Briefing Room. SEVERAL JEDI are exiting.

79 INT. CORUSCANT-JEDI TEMPLE-BRIEFING ROOM-DAY

ANAKIN rushes into the Briefing Room. By the time he reaches the Chamber, the last of the Jedi are leaving. Only OBI-WAN remains at the front of the lecture hall. He is shutting off some holograms and electronic charts and maps.

OBI-WAN: You missed the report on the Outer Rim sieges.

ANAKIN: I'm sorry, I was held up. I have no excuse.

OBI-WAN: In short, they are going very well. Saleucami has fallen, and Master Vos has moved his troops to Boz Pity.

ANAKIN: What's wrong then?

OBI-WAN: The Senate is expected to vote more executive powers to the Chancellor today.

ANAKIN: Well, that can only mean less deliberating and more action. Is that bad? It will make it easier for us to end this war.

OBI-WAN: Anakin, be careful of your friend Palpatine.

ANAKIN: Be careful of what?

OBI-WAN: He has requested your presence.

ANAKIN: What for?

OBI-WAN: He would not say.

ANAKIN: He didn't inform the Jedi Council? That's unusual, isn't it?

OBI-WAN: All of this is unusual, and it's making me feel uneasy. You're probably aware that relations between the Council and the Chancellor are stressed.

ANAKIN: I know the Council has grown wary of the Chancellor's power, mine also for that matter. Aren't we all working together to save the Republic? Why all this distrust?

OBI-WAN: The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings.

80 INT. CORUSCANT-CHANCELLOR'S OFFICE-DAY

ANAKIN stands with PALPATINE at his window overlooking the vastness of Coruscant. Several buildings have been destroyed. A brown haze hangs over the landscape.

PALPATINE: Anakin, this afternoon the Senate is going to call on me to take direct control of the Jedi Council.

ANAKIN: The Jedi will no longer report to the Senate?

PALPATINE: They will report to me . . . personally. The Senate is too unfocused to conduct a war. This will bring a quick end to things.

ANAKIN: I agree, but the Jedi Council may not see it that way.

PALPATINE: There are times when we must all endure adjustments to the constitution in the name of security.

ANAKIN: With all due respect, sir, the Council is in no mood for more constitutional amendments.

PALPATINE: Thank you, my friend, but in this case I have no choice . . . this war must be won.

ANAKIN: Everyone will agree on that.

PALPATINE: Anakin, I've known you since you were a small boy. I have advised you over the years when I could ... I am very proud of your accomplishments. You have won many battles the Jedi Council thought were lost . . . and you saved my life. I hope you trust me, Anakin.

ANAKIN: Of course.

PALPATINE: I need your help, son.

ANAKIN: What do you mean?

PALPATINE: I fear the Jedi. The Council keeps pushing for more control. They're shrouded in secrecy and obsessed with maintaining their autonomy . . . ideals. I find simply incomprehensible in a democracy.

ANAKIN: I can assure you that the Jedi are dedicated to the values of the Republic, sir.

PALPATINE: Nevertheless, their actions will speak more loudly than their words. I'm depending on you.

ANAKIN: For what? I don't understand.

PALPATINE: To be the eyes, ears, and voice of the Republic . . .

ANAKIN thinks about this.

PALPATINE: (continuing) Anakin . . . I'm appointing you to be my personal representative on the Jedi Council.

ANAKIN: Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this.

PALPATINE: I think they will . . . they need you more than you know.

81 INT. CORUSCANT-BAIL ORGANA'S OFFICE-DAY

PADME, BAIL ORGANA, and SENATORS MON MOTHMA, FANG ZAR, TERR TANEEL, and GIDDEAN DANU sit in Senator Organa 's office.

BAIL ORGANA: Now that he has control of the Jedi Council, the Chancellor has appointed Governors to oversee all star systems in the Republic.

FANG ZAR: When did this happen?

BAIL ORGANA: The decree was posted this morning.

PADME: Do you think he will dismantle the Senate?

MON MOTHMA: Why bother? As a practical matter, the Senate no longer exists.

GIDDEAN DANU: The constitution is in shreds. Amendment after amendment . . . executive directives, sometimes a dozen in one day.

BAIL ORGANA: We can't let a thousand years of democracy disappear without a fight.

EVERYONE looks at each other, a little worried at the implications of what was just said.

TERR TANEEL: What are you suggesting?

BAIL ORGANA: I apologize. I didn't mean to sound like a Separatist.

MON MOTHMA: We are not Separatists trying to leave the Republic. We are loyalists, trying to preserve democracy in the Republic.

BAIL ORGANA: It has become increasingly clear to many of us that the Chancellor has become an enemy of democracy.

PADME: I can't believe it has come to this! Chancellor Palpatine is one of my oldest advisors. He served as my Ambassador when I was Queen.

GlDDEAN DANU: Senator, I fear you underestimate the amount of corruption that has taken hold in the Senate.

MON MOTHMA: The Chancellor has played the Senators well. They know where the power lies, and they will do whatever it takes to share in it. Palpatine has become a dictator and we have helped him to do it.

BAIL ORGANA: We can't sit around debating any longer, we have decided to do what we can to stop it. Senator Mon Mothma and I are putting together an organization . . .

PADME: Say no more. Senator Organa. I understand. At this point, it's better to leave some things unsaid.

BAIL ORGANA: Yes. I agree and we must not discuss this with anyone, without everyone in this group agreeing.

MON MOTHMA: That means those closest to you . . . even family ... no one can be told.

They ALL nod their heads. PADME considers this for a moment.

PADME: Agreed.

82 INT. CORUSCANT-JEDI TEMPLE-HALLWAY OUTSIDE COUNCIL CHAMBERS-DAY

ANAKIN stands pensively in front of the Jedi Council Chambers. The door opens.

83 INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-DAY

ANAKIN enters and stands in the middle of the room. He is surrounded by the Jedi Council MACE WINDU, EETH KOTH OBI-WAN, YODA, the HOLOGRAMS of PLO KOON and KI-ADI-MUNDI.

MACE: Anakin Skywalker, we have approved your appointment to the Council as the Chancellor's personal representative.

ANAKIN: I will do my best to uphold the principles of the Jedi Order.

YODA: Allow this appointment lightly, the Council does not. Disturbing is this move by Chancellor Palpatine.

ANAKIN: I understand.

MACE: You are on this Council, but we do not grant you the rank of Master.

Anakin reacts with anger.

ANAKIN: What? ! How can you do this?? This is outrageous, it's unfair . . . I'm more powerful than any of you. How can you be on the Council and not be a Master?

MACE: Take a seat, young Skywalker.

ANAKIN: Forgive me, Master.

ANAKIN goes and sits in one of the empty chairs. Everyone is embarrassed. KI-ADI-MUNDI WHO APPEARS AS A HOLOGRAM, speaks.

Kl-ADI-MUNDI: We have surveyed all systems in the Republic, and have found no sign of General Grievous.

YODA: Hiding in the Outer Rim, Grievous is. The outlying systems, you must sweep.

OBI-WAN: It may take some time . . . we do not have many ships to spare.

MACE: We cannot take ships from the front line.

OBI-WAN: And yet, it would be fatal for us to allow the droid armies to regroup.

YODA: Master Kenobi, our spies contact, you must, and then wait.

Kl-ADI-MUNDI: What about the droid attack on the Wookiees?

MACE: It is critical we send an attack group there, immediately!

OBI-WAN: He's right, that is a system we cannot afford to lose. It's the main navigation route for the southwestern quadrant.

ANAKIN: I know that system well. It would take us little time to drive the droids off that planet.

MACE: Skywalker, your assignment is here with the Chancellor, and Kenobi must find General Grievous.

YODA: Go, I will. Good relations with the Wookiees, I have.

MACE: It is settled then. Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all.

ANAKIN is disappointed.

84 INT. CORUSCANT-JEDI TEMPLE-MASSIVE MAIN HALLWAY AND ALCOVE-LATE AFTERNOON

ANAKIN and OBI-WAN walk through one of the massive Jedi Temple hallways. ANAKIN is furious.

ANAKIN: What kind of nonsense is this, put me on the Council and not make me a Master!?? That's never been done in the history of the Jedi. It's insulting!

OBI-WAN: Calm down, Anakin. You have been given a great honor. To be on the Council at your age . . . It's never happened before. Listen to me, Anakin. The fact of the matter is you're too close to the Chancellor. The Council doesn't like it when he interferes in Jedi affairs.

ANAKIN: I swear to you, I didn't ask to be put on the Council . . .

OBI-WAN: But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off.

ANAKIN: That has nothing to do with this.

OBI-WAN: Anakin, regardless of how it happened, you find yourself in a delicate situation.

ANAKIN: You mean divided loyalties.

OBI-WAN: I warned you there was tension between the Council and the Chancellor. I was very clear. Why didn't you listen? You walked right into it.

ANAKIN: The Council is upset I'm the youngest to ever serve.

OBI-WAN: No, it is not. Anakin, I worry when you speak of jealousy and pride. Those are not Jedi thoughts. They're dangerous, dark thoughts.

ANAKIN: Master, you of all people should have confidence in my abilities. I know where my loyalties lie.

OBI-WAN: I hope so . . .

ANAKIN: I sense there's more to this talk than you're saying.

OBI-WAN: Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you.

ANAKIN: And?

OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation.

ANAKIN: What situation?

OBI-WAN: (takes a deep breath) The Council wants you to report on all of the Chancellor's dealings. They want to know what he's up to.

ANAKIN: They want me to spy on the Chancellor? That's treason!

OBI-WAN: We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not.

ANAKIN: Why didn't the Council give me this assignment when we were in session?

OBI-WAN: This assignment is not to be on record. The Council asked me to approach you on this personally.

ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here.

OBI-WAN: That is why you must help us, Anakin. Our allegiance is to the Senate, not to its leader who has managed to stay in office long after his term has expired.

ANAKIN: Master, the Senate demanded that he stay longer.

OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place.

ANAKIN: You're asking me to do something against the Jedi Code. Against the Republic. Against a mentor . . . and a friend. That's what's out of place here. Why are you asking this of me?

OBI-WAN: The Council is asking you.

85 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY

A JEDI GUNSHIP heads for the huge Clone landing platform.

86 INT. CORUSCANT-JEDI GUNSHIP-DAY

YODA, MACE, and OBI-WAN ride in the GUNSHIP as it heads for the Clone landing platform. Mace and Obi-Wan are sitting.

OBI-WAN : Anakin did not take to his assignment with much enthusiasm.

YODA: Too much under the sway of the Chancellor, he is. Much anger there is in him. Too much pride in his powers.

MACE: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him.

OBI-WAN: He'll be all right. I trust him with my life.

MACE:I wish I did.

OBI-WAN: With all due respect, Master, is he not the Chosen One? Is he not to destroy the Sith and bring balance to the Force?

MACE: So the prophecy says.

YODA: A prophecy . . . that misread could have been.

OBI-WAN: He will not let me down. He never has.

YODA: I hope right you are. And now destroy the Droid armies on Kashyyyk, I will. May the Force be with you.

The GUNSHIP lands and the ramp lowers. YODA exits the GUNSHIP. MACE and OBI-WAN stand and give him a brief bow then take off in the GUNSHIP.

87 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET

Padme's Speeder pulls up to the landing platform. CAPTAIN TYPHO escorts PADME onto the veranda, where TWO HANDMAIDENS (ELLE and MOTEE) are waiting. PADME turns to CAPTAIN TYPHO.

PADME: Thank you, Captain.

CAPTAIN TYPHO: Rest well. My Lady.

CAPTAIN TYPHO gets back into the Speeder, and it disappears into the cityscape. The HANDMAIDENS, Motee and Elle, approach PADME as the SHADOW OF A FIGURE moves in the background. C-3PO is standing nearby.

PADME: I'll be up in a while.

MOTEE: Yes, my lady.

C-3PO stands, confused, as the HANDMAIDENS turn and exit.

C-3PO: Is there anything I might do for you, my lady?

PADME: Yes, make sure all the security droids are working. Thank you, Threepio.

The golden droid turns and exits.

PADME stands and watches the sunset. The SHADOWY FIGURE moves toward her. She senses something.

ANAKIN: Beautiful, isn't it?

PADME jumps and turns around.

PADME: You startled me.

He sits next to her on the bench.

ANAKIN: How are you feeling?

PADME: He keeps kicking.

ANAKIN: He?! Why do you think it's a boy?

PADME: (laughs) My motherly intuition.

She puts his hand on her belly.

ANAKIN: Whoa! With a kick that strong, it's got to be a girl.

They laugh.

PADME: I heard about your appointment. Anakin. I'm so proud of you.

ANAKIN: I may be on the Council, but . . . they refused to accept me as a Jedi Master.

PADME: Patience. In time, they will recognize your skills.

ANAKIN: They still treat me as if I were a Padawan learner. . . they fear my power, that's the problem.

PADME: Anakin . . .

ANAKIN: Sometimes, I wonder what's happening to the Jedi Order . . . I think this war is destroying the principles of the Republic.

PADME: Have you ever considered that we may be on the wrong side?

ANAKIN: (suspicious) What do you mean?

PADME: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?

ANAKIN: I don't believe that. And you're sounding like a Separatist!

PADME: Anakin, this war represents a failure to listen . . . Now, you're closer to the Chancellor than anyone. Please, please ask him to stop the fighting and let diplomacy resume.

ANAKIN: (growing angry) Don't ask me to do that, Padme. Make a motion in the Senate, where that kind of a request belongs. I'm not your errand boy. I'm not anyone's errand boy!

PADME: What is it?

ANAKIN: Nothing.

PADME: Don't do this . . . don't shut me out. Let me help you.

ANAKIN: You can't help me . . . I'm trying to help you.

They look in each other's eyes.

ANAKIN: (continuing) I sense . . . there are things you are not telling me.

PADME is startled at this.

PADME: I sense there are things you are not telling me.

PADME smiles. ANAKIN is a little embarrassed.

PADME: (continuing) Hold me . . . like you did by the lake on Naboo, so long ago . . . when there was nothing but our love ... No politics, no plotting ... no war.

88 INT. CORUSCANT-GALAXIES OPERA HOUSE-NIGHT

ANAKIN lands his speeder and exits.
ANAKIN runs up the stairs at the Galaxies Opera House.
ANAKIN runs through the hallway and enters Palpatine's box, where the CHANCELLOR is sitting with Mas Amedda and Sly-Moore, watching the Man Calamari Ballet doing "Squid Lake."

ANAKIN: You wanted to see me, Chancellor.

PALPATINE: Yes, Anakin! Come closer. I have good news. Our Clone Intelligence Units have discovered the location of General Grievous. He is hiding in the Utapau system.

ANAKIN: At last, we'll be able to capture that monster and end this war.

PALPATINE: I would worry about the collective wisdom of the Council if they didn't select you for this assignment. You are the best choice by far … but, they can't always be trusted to do the right thing.

ANAKIN: They try.

PALPATINE: Sit down, (to his aides) Leave us.

ANAKIN sits next to PALPATINE. The Chancellor leans over to him.

PALPATINE: (continuing) Anakin, you know I'm not able to rely on the Jedi Council. If they haven't included you in their plot, they soon will.

ANAKIN: I'm not sure I understand.

PALPATINE: You must sense what I have come to suspect . . . the Jedi Council want control of the Republic . . . they're planning to betray me.

ANAKIN: I don't think . . .

PALPATINE: Anakin, search your feelings. You know, don't you?

ANAKIN: I know they don't trust you . . .

PALPATINE: Or the Senate . . . or the Republic . . . or democracy for that matter.

ANAKIN: I have to admit my trust in them has been shaken.

PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they?

ANAKIN doesn't say anything. He simply looks down.

PALPATINE: (continuing) They asked you to spy on me, didn't they?

ANAKIN: I don't know ... I don't know what to say.

PALPATINE: Remember back to your early teachings. Anakin. "All those who gain power are afraid to lose it." Even the Jedi.

ANAKIN: The Jedi use their power for good.

PALPATINE: Good is a point of view, Anakin. And the Jedi point of view is not the only valid one. The Dark Lords of the Sith believe in security and justice also, yet they are considered by the Jedi to be. . .

ANAKIN: . . . evil.

PALPATINE: . . . from a Jedi's point of view. The Sith and the Jedi are similar in almost every way, including their quest for greater power. The difference between the two is the Sith are not afraid of the dark side of the Force. That is why they are more powerful.

ANAKIN: The Sith rely on their passion for their strength. They think inward, only about themselves.

PALPATINE: And the Jedi don't?

ANAKIN: The Jedi are selfless . . . they only care about others.

PALPATINE smiles.

PALPATINE: Or so you've been trained to believe. Why is it, then, that they have asked you to do something you feel is wrong?

ANAKIN: I'm not sure it's wrong.

PALPATINE: Have they asked you to betray the Jedi code? The Constitution? A friendship? Your own values? Think. Consider their motives. Keep your mind clear of assumptions. The fear of losing power is a weakness of both the Jedi and the Sith.

ANAKIN is deep in thought.

PALPATINE: (continuing) Did you ever hear the tragedy of Darth Plagueis "the wise"?

ANAKIN: No.

PALPATINE: I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise he could use the Force to influence the midi-chlorians to create life ... He had such a knowledge of the dark side that he could even keep the ones he cared about from dying.

ANAKIN: He could actually save people from death?

PALPATINE: The dark side of the Force is a pathway to many abilities some consider to be unnatural.

ANAKIN: What happened to him?

PALPATINE: He became so powerful . . . the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep. (smiles) Plagueis never saw it coming. It's ironic he could save others from death, but not himself.

ANAKIN: Is it possible to learn this power?

PALPATINE: Not from a Jedi.

89 EXT. KASHYYYK-DAY

A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the HOLOGRAM AREA.

90 INT. KASHYYYK-HOLOGRAM AREA-DAY

YODA and various JEDI speak via hologram. The discussion includes OBI-WAN, MACE, AGEN KOLAR, YODA- KI-ADI-MUNDI and PLO KOON.

Kl-ADI-MUNDI: (holo) Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents.

MACE: (holo) How could the Chancellor have come by this information and we know nothing about it? We have had contact with Baron Papanoida and he said no one was there.

ANAKIN: A partial message was intercepted in a diplomatic packet from the Chairman of Utapau.

YODA: Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed.

OBI-WAN: Does everyone agree?

All the JEDI concur.

ANAKIN: The Chancellor has requested that I lead the campaign.

They all look at ANAKIN a bit disturbed.

MACE: (a little peeved) The Council will make up its own mind who is to go, not the Chancellor.

Kl-ADI-MUNDI: Yes, this decision is ours to make.

ANAKIN is embarrassed and becomes sullen.

YODA: A Master is needed, with more experience.

MACE: Given our resources, I recommend we send only one Jedi . . . Master Kenobi.

ANAKIN: He was not so successful the last time he met Grievous.

OBI-WAN throws ANAKIN a dirty look.

ANAKIN: (continuing) No offense, my Master, but I'm only stating a fact.

OBI-WAN: Oh no, you're quite right, but I do have the most experience with his ways of combat.

YODA: Obi-Wan, my choice is.

Kl-ADI-MUNDI: I concur. Master Kenobi should go.

YODA: I agree.

All the JEDI concur.

MACE: Very well. Council is adjourned.

ANAKIN is angry.

MACE: (continuing) Obi-Wan, prepare two clone brigades as quickly as you can. If this report is true, there's no telling how many battle droids he may have with him.

91 INT. KASHYYYK-HOLOGRAM AREA-DAY

YODA gets out of his chair and walks to the edge of the platform.

CLONE COMMANDER GREE: The droids have started up their main power generators.

YODA: Then now the time is, Commander.

CLONE COMMANDER GREE: Yes, sir.

The battle begins.

92 EXT. KASHYYYK-BEACH HEAD-DAY

A WOOKIEE CHIEFTAIN lets out a roar as the Wookiee army rushes to face the DROID ARMY. CORPORATE ALLIANCE TANK DROIDS race across the water against the WOOKIEES and CLONE TROOPERS on the beach. DROID GUNSHIPS provide air support, while a SPIDER DROID emerges from the watery depths. A brave WOOKIEE places an explosive on a SEPARATIST TANK and jumps off just before the TANK EXPLODES. From the Hologram Area, Yoda observes the ongoing battle.

93 EXT. CORUSCANT-PADME'S APARTMENT-EARLY MORNING

Padme's apartment building is surrounded by the smog-shrouded city of Coruscant.

94 INT. CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING

PADME and OBI-WAN sit on one of the couches.

OBI-WAN: Has Anakin been to see you?

PADME: Several times . . . I was so happy to hear he was accepted on the Jedi Council.

OBI-WAN: I know ... he deserves it. He is impatient, strong willed, very opinionated, but truly gifted.

They laugh.

PADME: You're not just here to say hello. Something is wrong, isn't it?

OBI-WAN: You should be a Jedi, Padme.

PADME: You're not very good at hiding your feelings.

OBI-WAN: It's Anakin . . . He's becoming moody and detached. He's been put in a difficult position as the Chancellor's representative . . . but I think it's more than that. I was hoping he may have talked to you.

PADME: Why would he talk to me about his work?

OBI-WAN studies her.

OBI-WAN: Neither of you is very good at hiding your feelings either.

PADME: Don't give me that look.

OBI-WAN: I know how he feels about you.

PADME: (nervous) What did he say?

OBI-WAN: Nothing. He didn't have to.

PADME is a little flustered. She stands and Obi-Wan follows. She walks to the balcony.

PADME: I don't know what you're talking about.

OBI-WAN: I know you both too well. I can see you two are in love. Padme, I'm worried about him.

PADME looks down and doesn't answer.

OBI-WAN: (continuing) I fear your relationship has confused him. He's changed considerably since we returned . . .

They stand on the balcony and look off at the early morning city. OBI-WAN starts to leave. PADME stays looking off into the distant city.

OBI-WAN: (continuing) Padme, I'm not telling the Council about any of this. I ... I hope I didn't upset you. We're all friends, I care about both of you . . .

PADME: Thank you, Obi-Wan.

OBI-WAN: Please do what you can to help him.

95 INT. CORUSCANT-PADME'S APARTMENT-DAY

PADME, MON MOTHMA, and five other Senators (BANA BREEMU, FANG ZAR. CHI EEKWAY, GIDDEAN DANU, BAIL ORGANA) sit in Padme's living room. C-3PO serves drinks to the guests.

PADME: We cannot let this turn into another war.

BAIL ORGANA: Absolutely, that is the last thing we want.

MON MOTHMA: We are hoping to form an alliance in the Senate to stop the Chancellor from further subverting the constitution, that's all.

PADME: I know a Jedi I feel it would be wise to consult.

BANA BREEMU: That would be dangerous.

MON MOTHMA: We don't know where the Jedi stand in all this.

PADME: I only wish to discuss this with one . . . one I trust.

GiDDEAN DANU: Going against the Chancellor without the support of the Jedi is risky.

PADME: The Jedi aren't any happier with the situation than we are . . .

CHI EEKWAY: Patience, Senator.

FANG ZAR: We have so many Senators on our side, surely that will pursuade the Chancellor.

BANA BREEMU: When you present the "petition of the two thousand" to the Chancellor, things may change.

BAIL ORGANA: Let us see what we can accomplish in the Senate, before we include the Jedi.

PADME takes a deep breath in frustration and disappointment.

96 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY

ANAKIN and OBI-WAN walk onto a landing platform overlooking a docking bay where THOUSANDS OF CLONE TROOPS and armored weapons, tanks, etc., are being loaded onto a massive REPUBLIC ASSAULT SHIP.

ANAKIN: You're going to need me on this one, Master.

OBI-WAN: Oh, I agree. However it may turn out just to be a wild bantha chase.

OBI-WAN starts to turn and leave.

ANAKIN: Master!

OBI-WAN stops and ANAKIN walks over to him.

ANAKIN: (continuing) Master, I've disappointed you. I have not been very appreciative of your training . . . I have been arrogant and I apologize . . . I've just been so frustrated with the Council. Your friendship means everything to me.

OBI-WAN: You are strong and wise, Anakin, and I am very proud of you. I have trained you since you were a small boy. I have taught you everything I know. And you have become a far greater Jedi than I could ever hope to be, and you have saved my life more times than I can remember. But be patient, Anakin. It won't be long before the Council makes you a Jedi Master.

OBI-WAN starts down the ramp, then turns back.

OBI-WAN: (continuing) Don't worry. I have enough clones with me to take three systems the size of Utapau. I think I'll be able to handle the situation . . . even without your help.

ANAKIN: Well, there's always a first time.

OBI-WAN laughs.

They talk for a few more minutes before ANAKIN watches OBI-WAN depart.

ANAKIN: Obi-Wan, may the Force be with you.

OBI-WAN: Good-bye, old friend. May the Force be with you.

OBI-WAN heads down a ramp toward the waiting Republic cruiser.

97 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY

The Republic cruiser lifts off and heads for space.

98 INT. REPUBLIC BATTLE CRUISER-HANGAR-SPACE

CLONE TROOPERS stand at attention in rows on the floor of the hangar deck, waiting to board landing craft. OBI-WAN stands next to his BLUE JEDI FIGHTER- talking to SEVERAL CLONE COMMANDERS with their helmets off. A hologram of the planet Utapau is projected by R4-G9 into the middle of the hangar.

CLONE COMMANDER CODY: Fortunately, most of the cities are concentrated on this small continent here . . . on the far side.

OBI-WAN: I'll keep them distracted until you get there. Just don't take too long.

CLONE COMMANDER CODY: Come on, boss, when have I ever let you down?

They laugh.

OBI-WAN: (laughing) Cato Nemoidia . . . for starters.

OBI-WAN climbs into his Jedi Fighter.

CLONE COMMANDER CODY: That was Anakin who was late. I believe.

OBI-WAN: Very well, the burden is on me not to destroy all the droids before you get there.

CLONE COMMANDER CODY: I'm counting on you.

99 EXT. JEDI FIGHTER-SPACE

OBI-WAN blasts the BLUE JEDI FIGHTER out of the Republic Battle Cruiser and into the hyperspace ring. He heads for the planet Utapau.

100 EXT. CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY

The Chancellor's Transport races through the city and heads for the Senate Office Building landing platform. Waiting on the landing platform is a LONE JEDI. The Transport lands, and CHANCELLOR PALPATINE emerges with FOUR ROYAL GUARDS and MAS AMEDDA. The FOUR ROYAL GUARDS move off in another direction as PALPATINE greets ANAKIN, who has been waiting for him.

PALPATINE: Well, Anakin, did you see your friend off?

ANAKIN: He will soon have Grievous's head.

PALPATINE: We can only hope the Council didn't make a mistake.

ANAKIN: The Council was very sure in its decision.

They exit the landing platform.

101 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY

They enter the main hallway of the Senate Office Building. They pass SEVERAL SENATORS, including REPRESENTATIVE JAR JAR BINKS from Naboo.

JAR JAR: Helloo Annie. Good en to see yousa . . .

The Gungan waves to Anakin.

ANAKIN: Hi, Jar Jar.

JAR JAR: Oopsin da Chancellor!! So sorry, Your Highness, sir.

Anakin turns back to the Chancellor.

PALPATINE: There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment.

ANAKIN: Not fit? Why would anyone think that?

PALPATINE: They say his mind has become fogged by the influence of a certain female Senator.

ANAKIN: That's ridiculous. Who?!?

PALPATINE: (slyly) No one knows who she is ... only that she is a Senator.

ANAKIN: That's impossible. I would know.

PALPATINE: Sometimes the closest are the ones who cannot see.

ANAKIN becomes worried.

PALPATINE: (continuing) Idle Senate gossip is rarely true and never accurate. I'm sure your Master will do fine.

102 INT. POLIS MASSA-MEDICAL CENTER-DREAM

PADME calls out in pain. OBI-WAN is near her and softly speaks to her.

OBI-WAN: Save your energy.

PADME: I can't!

OBI-WAN: Don't give up, Padme. Don't give up . . .

103 INT. CORUSCANT-PADME'S APARTMENT-LANDING ROOM-DAY

ANAKIN is in the living room, working. He sits on the couch where Obi-Wan was sitting. PADME enters and crosses behind him.

ANAKIN: I sense someone familiar . . . Obi-Wan's been here, hasn't he?

PADME: He came by this morning.

ANAKIN: What did he want?

PADME looks at him for a moment. ANAKIN seems tense.

PADME: He's worried about you.

ANAKIN: You told him about us, didn't you?

She continues to walk to the bedroom, he follows.

PADME: He's your best friend, Anakin. He says you're under a lot of stress.

ANAKIN: And he's not?

PADME: You have been moody lately.

ANAKIN: I'm not moody . . .

PADME: Anakin! Don't do this again.

ANAKIN: I don't know ... I feel . . . lost.

PADME: Lost? What do you mean? You're always so sure of yourself. I don't understand.

ANAKIN: Obi-Wan and the Council don't trust me.

PADME: They trust you with their lives. Obi-Wan loves you as a son.

ANAKIN: Something's happening . . . I'm not the Jedi I should be. I am one of the most powerful Jedi, but I'm not satisfied ... I want more, and I know I shouldn't.

PADME: You expect too much of yourself.

They stop in front of the window in the bedroom. ANAKIN puts his hand on her belly.

ANAKIN: I have found a way to save you.

PADME: Save me?

ANAKIN: From my nightmares.

PADME: Is that what's bothering you?

ANAKIN: I won't lose you, Padme.

PADME: I'm not going to die in childbirth, Annie. I promise you.

ANAKIN: No, I promise you! I am becoming so powerful with my new knowledge of the Force, I will be able to keep you from dying.

PADME looks ANAKIN in the eye.

PADME: You don't need more power, Anakin. I believe you can protect me against anything, just as you are.

They embrace and kiss.

104 EXT. UTAPAU-SPACE

OBI-WAN blasts out of the BLUE JEDI FIGHTER's hyperspace ring and heads for the planet Utapau. The BLUE FIGHTER skims over the planet's surface, flat except for a few giant sinkholes.

105 INT. UTAPAU-LANDING PLATFORM-DAY

OBI-WAN lands his ship on a Platform projecting out of the side of a giant sinkhole. All is quiet. A local administrator, TION MEDON, comes out to greet the ship. OBI-WAN climbs out of his Fighter as a SHORT GROUND CREW looks over his ship. On a ledge above the landing platform, GRIEVOUS's BODYGUARDS watch as OBI-WAN talks to TION MEDON.

TlON MEDON: Greetings, young Jedi. What brings you to our remote sanctuary?

OBI-WAN: Unfortunately, the war.

TlON MEDON: There is no war here unless you've brought it with you.

OBI-WAN: With your kind permission, I should like some fuel and to use your city as a base as I search nearby systems for General Grievous.

A GROUND CREW rushes out and refuels Obi-Wan’s Fighter. TION MEDON leans close to OBI-WAN and speaks quietly.

TlON MEDON: He is here! We are being held hostage. They are watching us.

OBI-WAN: I understand.

TlON MEDON: The tenth level . . . thousands of Battle Droids . . .

OBI-WAN: Tell your people to take shelter. If you have warriors, now is the time.

OBI-WAN starts back toward his Starfighter as TION MEDON leaves the Landing Platform. GRIEVOUS's BODYGUARDS retreat from the overhead platform. OBI-WAN climbs back into his BLUE JEDI FIGHTER. His Astro Unit (R4-G9) turns to him:

OBI-WAN: (continuing) Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.

The little Astro Droid BEEPS a reply.

106 EXT. UTAPAU-OBSERVATION DECK-DAY

On a high balcony, TION MEDON looks down on the landing platform. A few steps behind him stands one of GENERAL GRIEVOUS's BODYGUARDS. They watch the canopy lower.

TlON MEDON: I told you, all he wanted was fuel.

BODYGUARD: What was his name?

TlON MEDON: He didn't say.

They watch as the BLUE JEDI FIGHTER takes off.

107 INT. UTAPAU-LANDING PLATFORM-HALLWAY-DAY

OBI-WAN also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city.

108 EXT. UTAPAU STAIRWAY-SINKHOLE RIM-DAY

OBI-WAN quickly rushes up a stairway cut into the side of the sinkhole. It's hard to see him. In an alcove, he carefully surveys the city, then quickly moves on.

109 INT. UTAPAU-CITY-DRAGON CORRAL-DAY

OBI-WAN makes his way through the city, looking up at the tenth level with electro-binoculars from his utility belt. He tries to figure out how he is going to get up there. He hears strange bellowing cries and he investigates.
He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around.
OBI-WAN walks up to the WRANGLERS and uses the Force with his slight hand movements.

OBI-WAN: I need transportation.

WRANGLER: (subtitled, in native tongue) You need transportation.

OBI-WAN: Get it for me.

WRANGLER: (subtitled, in native tongue) I will get it for you.

One of the WRANGLERS turns to the others and chatters away in his strange tongue. OBI-WAN walks along the line of DRAGON/LIZARDS, checking out each one. He looks at their teeth, legs, etc. Finally he pats one on the neck.

OBI-WAN: This one.

The WRANGLER brings the chosen one over to him.

WRANGLER: Boga. She answers to Boga.

OBI-WAN: Good girl, Boga.

OBI-WAN swings onto the back of the LIZARD. The beast rears up and scurries outside to the edge of the sinkhole.

110 EXT. UTAPAU-SINKHOLE WALL-LIZARD-DAY

The LIZARD BOGA rears up on her hind legs again, then climbs the wall of the sheer cliff and starts moving up toward the tenth level. The city appears to be deserted. OBI-WAN is alert to any movement.

111 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY

GENERAL GRIEVOUS stands before the COUNCIL OF SEPARATISTS, including NUTE GUNRAY, RUNE HAAKO. POGGLE THE LESSER, SHU MAI, SAN HILL PO NUDO, WAT TAMBOR, and PASSEL ARGENTE. OBI-WAN hides above the assembly and watches intently.

GENERAL GRIEVOUS: It won't be long before the armies of the Republic track us here. I am sending you to the Mustafar system in the Outer Rim. It is a volcanic planet which generates a great deal of scanning interference. You will be safe there.

NUTE GUNRAY: Safe? Chancellor Palpatine managed to escape your grip, General, without Count Dooku. I have doubts about your ability to keep us safe.

GENERAL GRIEVOUS: Be thankful, Viceroy, you have not found yourself in my grip . . . Your ship is waiting.

OBI-WAN is deep in thought.

112 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY

The JEDI removes his cloak and jumps down behind the GENERAL.

OBI-WAN: Hello, there!

GENERAL GRIEVOUS: General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize you're doomed, (to droids) Kill him!

About a HUNDRED BATTLE DROIDS surround OBI-WAN, GENERAL GRIEVOUS, and his BODYGUARDS. OBI-WAN looks around, then walks right up to GENERAL GRIEVOUS.
They stare at each other for a moment.

GENERAL GRIEVOUS: Enough of this.

The BODYGUARDS raise their power staffs to knock OBI-WAN away, but OBI-WAN ducks as the deadly staffs whistle over his head. The Jedi's lightsaber ignites, and OBI-WAN deftly cuts one BODYGUARD in two. His staff flies into the air and is caught by GENERAL GRIEVOUS. The other THREE BODYGUARDS attack OBI-WAN with an intense fury.
OBI-WAN uses the Force to release apiece of equipment from the ceiling. It drops on the BODYGUARDS, smashing them. OBI-WAN walks toward GRIEVOUS, slashing the last BODYGUARD to pieces. BATTLE DROIDS move toward OBI-WAN.

GENERAL GRIEVOUS: Back away. I will deal with this Jedi slime myself.

OBI-WAN: Your move.

GENERAL GRIEVOUS: You fool. I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi.

His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship.

OBI-WAN: You forget I trained the Jedi that defeated Count Dooku!

OBI-WAN is hard-pressed to defend himself against the deadly onslaught. They fight across the control room as the BATTLE DROID SHARPSHOOTERS try to pick off the Jedi. OBI-WAN mounts a ferocious counterattack and cuts off one of GRIEVOUS's hands. A loud EXPLOSION is heard echoing throughout the sinkhole. GENERAL GRIEVOUS and OBI-WAN glance to the entrance of the control center and see CLONE TROOPS in the distance, attacking DROIDS in the sinkhole. On the far wall of the sinkhole, CLONES can be seen rappelling onto balconies.

OBI-WAN: I may not defeat your droids, but my troops certainly will.

GENERAL GRIEVOUS: Army or not, you must realize you are doomed.

OBI-WAN: I don't think so.

TWENTY CLONES suddenly rappel into the entrance of the control center, ray guns blazing. Chaos. Laser bolts fly everywhere as the DROIDS return fire. OBI-WAN attacks GENERAL GRIEVOUS, who defends himself rigorously with one of his bodyguard's electro-staffs. OBI-WAN uses the Force to hurl GENERAL GRIEVOUS backwards. He falls onto a lower platform and OBI-WAN jumps down after him.

113 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY

More CLONES rappel into the control center and blast away at the remaining DROIDS.
The JEDI cuts down several DROIDS as he races to the entrance of the control center. OBI-WAN spots GENERAL GRIEVOUS racing toward one of the landing platforms in the midst of the battle. GENERAL GRIEVOUS jumps onto a WHEEL SCOOTER and takes off down the wall of the sinkhole. OBI-WAN whistles for his LIZARD BOGA, who runs to him. OBI-WAN jumps on.

114 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY

The chase begins. Obi-Wan drops his lightsaber while riding Boga.

115 EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET

The sun is setting as the lights come on in the massive Senate Office Building. The sky is red.

116 INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET

PALPATINE listens to a delegation from the Senate, which includes PADME and five other Senators: NEE ALAVAR, FANG ZAR, MALEDEE, SWEITT CONCORKILL, and MON CALAMARI. ANAKIN stands to one side of PALPATINE.

PALPATINE: I understand your reservations completely, Senator, and I assure you the appointment of Governors will in no way compete with the duties of the Senate.

PADME: May I take it then, that there will be no further amendments to the Constitution?

PALPATINE: I want this terrible conflict to end as much as you do, My Lady, and when it does I guarantee an immediate return to democracy . . .

PADME: You are pursuing a diplomatic solution to the war, then.

PALPATINE: You must trust me to do the right things, Senator. That is why I am here.

FANGZAR: But surely . . .

The Chancellor turns on FANG ZAR.

PALPATINE: I have said I will do what is right, that should be enough for your . . . committee.

PADME: On behalf of the "delegation of two thousand," I thank you, Chancellor.

PALPATINE: I thank you for bringing this to my attention, Senator.

PADME gives ANAKIN a frustrated look, then turns and exits with the other FIVE SENATORS. PALPATINE turns to ANAKIN.

PALPATINE: (continuing) Their sincerity is to be admired, although I sense there is more to their request than they are telling us.

ANAKIN: What do you mean?

PALPATINE: They are not to be trusted.

ANAKIN: Surely Senator Amidala can be trusted . . .

PALPATINE: These are unstable times for the Republic, Anakin. Some see instability as an opportunity. Senator Amidala is hiding something. I can see it in her eyes.

ANAKIN: I'm sure you're mistaken.

PALPATINE: I'm surprised your Jedi insights are not more sensitive to such things.

ANAKIN: I simply don't sense betrayal in Senator Amidala.

PALPATINE studies ANAKIN carefully and gives him a skeptical look.

PALPATINE: Yes, you do, but you don't seem to want to admit it. There is much conflict in you, Anakin.

117 INT. CORUSCANT-JEDI WAR ROOM-EARLY EVENING

KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE COMMANDER CODY, and AAYLA SECURA talk via holograms.

CLONE COMMANDER CODY: Master Windu, may I interrupt? General Kenobi has made contact with General Grievous, and we
have begun our attack.

MACE WlNDU: Thank you, Commander. Anakin, deliver this report to the Chancellor. His reaction will give us a clue to his
intentions.

ANAKIN: Yes, Master.

ANAKIN leaves the room. COMMANDER CODY's hologram disappears.

MACE WINDU: I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor.

Kl-ADI-MUNDI: If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from
office.

MACE WiNDU: That could be a dangerous move ... the Jedi Council would have to take control of the Senate in order to secure a peaceful transition . . .

Kl-ADI-MUNDI: . . . and replace the Congress with Senators who are not filled with greed and corruption.

YODA: To a dark place this line of thought will carry us. Hmmmmm. . . . great care we must take.

118 INT. CORUSCANT-CHANCELLOR'S OFFICE-EARLY EVENING

ANAKIN brings news to PALPATINE.

ANAKIN: Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.

PALPATINE: We can only hope that Master Kenobi is up to the challenge.

ANAKIN: I should be there with him.

PALPATINE: It is upsetting to me to see that the Council doesn't seem to fully appreciate your talents. Don't you wonder why they won't make you a Jedi Master?

ANAKIN: I wish I knew. More and more I get the feeling that I am being excluded from the Council. I know there are things about the Force that they are not telling me.

PALPATINE: They don't trust you, Anakin. They see your future. They know your power will be too strong to control. Anakin, you must break through the fog of lies the Jedi have created around you. Let me help you to know the subtleties of the Force.

They walk into the hallway.

ANAKIN: How do you know the ways of the Force?

PALPATINE: My mentor taught me everything about the Force . . . even the nature of the dark side.

They stop.

ANAKIN: You know the dark side?!?

PALPATINE: Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi. If you wish to become a complete and wise leader, you must embrace a larger view of the Force. Be careful of the Jedi, Anakin. (pausing) They fear you. In time they will destroy you. Let me train you.

ANAKIN: I won't be a pawn in your political game. The Jedi are my family.

PALPATINE: Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force, Anakin, and you will be able to save your wife from certain death.

ANAKIN: What did you say?

PALPATINE: Use my knowledge, I beg you . . .

ANAKIN: You're a Sith Lord!

ANAKIN ignites his lightsaber.

PALPATINE: I know what has been troubling you . . . Listen to me. Don't continue to be a pawn of the Jedi Council! Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi . . . a life of significance, of conscience.

ANAKIN: You're wrong!

PALPATINE: Are you going to kill me?

ANAKIN: I would certainly like to.

PALPATINE: I know you would. I can feel your anger. It gives you focus, makes you stronger.

ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense moment, then ANAKIN relaxes, and then turns off his lightsaber.

ANAKIN: I am going to turn you over to the Jedi Council.

PALPATINE: Of course you should. But you're not sure of their intentions, are you? What if I am right and they are plotting to take over the Republic?

ANAKIN: I will quickly discover the truth of all this.

PALPATINE: You have great wisdom, Anakin. Know the power of the dark side. The power to save Padme.

ANAKIN stares at him for a moment.
PALPATINE turns and moves to his office.

PALPATINE: (continuing) I am not going anywhere. You have time to decide my fate. Perhaps you'll reconsider and help me rule the galaxy for the good of all . . .

PALPATINE sits behind his desk.

119 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY

OBI-WAN gives the LIZARD a swift kick with the heel of his boot, and they take off down the vertical side of the sheer cliff. As GENERAL GRIEVOUS reaches the landing platform where his shuttle is waiting. OBI-WAN drops onto the top of the starship with his LIZARD. GENERAL GRIEVOUS spins his scooter around and takes off up the vertical cliff face with OBI-WAN and his LIZARD in hot pursuit. The sinkhole is engulfed in a great battle between CLONES and DROIDS. The PEOPLE OF UTAPAU cower in whatever shelter they can find.

120 EXT. UTAPAU-MAIN CITY PLAZA-DAY

A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attack the DROID ARMY.

OBI-WAN and GENERAL GRIEVOUS race through the city at breakneck speed. Passing through battle zones, narrowly escaping EXPLOSIONS, laser bolts, and TROOPS from both sides.

GENERAL GRIEVOUS lays the Scooter down as he goes around sharp turns. Obi-Wan's LIZARD breathes hard as she tries to keep up. They destroy droids, equipment, and clone troops as the JEDI and the GENERAL cut a swath of destruction through the city.

121 EXT. UTAPAU-WINDMILLS-DAY

GENERAL GRIEVOUS works his way out onto the rim of the sinkhole, passing some wind blades. The evil Droid General releases the brakes on the lethal blades, and they begin to spin, cutting off Obi-Wan's access to the General. Obi-Wan's LIZARD pulls up short in front of the blades. GENERAL GRIEVOUS laughs and talks into a comlink.

GENERAL GRIEVOUS: Prepare to move out of orbit. I will be up in a few moments.

OBI-WAN sizes up the situation, looking for a way to get to GENERAL GRIEVOUS.

The GENERAL accelerates off the edge, activating his claws, drops, and clings to another nearby grouping of windmills. Obi-Wan's LIZARD attempts to jump to follow and barely makes it, almost falling into the precipice below.

122 INT. UTAPAU-CITY TUNNEL SYSTEM-DAY

GENERAL GRIEVOUS roars through the stone block tunnel system, riding up on the curved walls as he goes around corners or passes oncoming traffic. OBI-WAN races after the Droid, his LIZARD moving onto the ceiling as they pass traffic. OBI-WAN catches up with GENERAL GRIEVOUS, and they charge through the tunnel, side by side. OBI-WAN grabs the Droid's electronic staff.

123 EXT. UTAPAU-SECRET LANDING PLATFORM-DAY

Extending from the wall of a small sinkhole is a secret landing platform with a small Federation Fighter sitting in the middle of it. OBI-WAN and GENERAL GRIEVOUS race out of the tunnel system and onto the landing platform.

OBI-WAN yanks on the staff, then jumps off his LIZARD onto the General's scooter, knocking both warriors to the ground. GENERAL GRIEVOUS pulls out a laser pistol and fires at OBI-WAN. The Jedi reaches out his hand, grabs the General's electro-staff and spins the staff, blocking the laser bolts.

OBI-WAN charges GENERAL GRIEVOUS, swinging the staff and hitting the Droid in the stomach, knocking the gun away. GENERAL GRIEVOUS is hit by the staff, and the Force bends his forearm. He pulls OBI-WAN close to him, and they engage in a furious fight. The electro-staff is knocked away. The two engage in hand-to-hand combat. OBI-WAN struggles to avoid the deadly blows of the brutal, unstoppable Droid.

GENERAL GRIEVOUS's stomachplate is loose. OBI-WAN grabs it and rips it off, revealing the alien life form's guts encased in a bag in the Droid's chest. GENERAL GRIEVOUS grabs OBI-WAN, hoists him over his head, and tosses him across the platform. OBI-WAN dangles off the edge of the platform. He clutches the rim, trying to hold on. The DROID then grabs the staff and charges OBI-WAN. At the last second, OBI-WAN reaches out his hand and uses the Force to retrieve the Droid's laser pistol.

The JEDI fires several blasts in the stomach area of the alien Droid, and he EXPLODES from the inside out. The smoldering Droid falls to the ground. OBI-WAN has killed GENERAL GRIEVOUS. He pulls himself up onto the platform and walks by the destroyed carcass.

OBI-WAN: So uncivilized . . .

OBI-WAN brushes himself off. He throws the pistol onto the platform, picks up the electro-staff, and jumps on BOGA. The trusty beast rears up and takes off into the tunnel system.

124 INT. JEDI GUNSHIP-LANDING PLATFORM-EARLY EVENING

MACE and the JEDI (AGEN KOLAR, KIT FISTO, AND SAESEE TIIN) are preparing to board a JEDI GUNSHIP to the CHANCELLOR's office. ANAKIN enters the hangar.

ANAKIN: Master Windu, I must talk to you.

MACE WiNDU: What is it, Skywalker? We are in a hurry. We have just received word that Obi-Wan has destroyed General Grievous. We are on our way to make sure the Chancellor returns emergency powers back to the Senate.

ANAKIN: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord.

MACE WINDU: A Sith Lord?

ANAKIN: Yes. The one we have been looking for.

MACE WiNDU: How do you know this?

ANAKIN: He knows the ways of the Force. He has been trained to use the dark side.

MACE WiNDU: Are you sure?

ANAKIN: Absolutely.

MACE WiNDU: Then our worst fears have been realized. We must move quickly if the Jedi Order is to survive.

ANAKIN: Master, the Chancellor is very powerful. You will need my help if you are going to arrest him.

MACE WiNDU: For your own good, stay out of this affair. I sense a great deal of confusion in you, young Skywalker. There is much fear that clouds your judgment.

ANAKIN: I must go, Master.

MACE WiNDU: No. If what you told me is true, you will have gained my trust, but for now remain here.

ANAKIN: Yes, Master.

MACE WiNDU: Wait for us in the Council Chamber until we return.

ANAKIN: Yes, Master.

ANAKIN watches as the JEDI leave in their ship.

125 INT. CORUSCANT-JEDI COUNCIL/PADME'S APARTMENT-EARLY EVENING

(INTERCUT)

PADME is alone in her apartment, thinking of Anakin. ANAKIN sits alone in the Jedi Council Chamber thinking of PADME.

PALPATINE: (V.O.) You do know, don't you, if the Jedi destroy me, any chance of saving her will be lost.

PADME: I truly, deeply love you. Before I die. I want you to know.

C-3PO: My Lady, are you. . . . Are you all right?

ANAKIN: I can't do this ... I can't let her die.

ANAKIN rushes out of the Council Chamber and to his speeder. The hangar door opens and he lifts off.

126 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-EARLY EVENING

The sky is still blue as a JEDI GUNSHIP lands on the Senate Office Building landing platform.
FOUR JEDI exit the SHUTTLE and enter the Senate Office Building. MACE WINDU, AGEN KOLAR, KIT FISTO, and SAESEE TIIN, like gunfighters out of the Old West, walk through the massive hallway, four across.

127 INT. CORUSCANT-LOBBY TO CHANCELLOR'S OFFICE-EARLY EVENING

The FOUR JEDI enter the lobby, raising their arms, and send the Chancellor's aide, DAR WAC, flying against the wall, along with TWO REPUBLIC GUARDS. They storm into the Chancellor's office.

128 INT. CORUSCANT-CHANCELLOR’S OFFICE-EARLY EVENING

MACE arrives with THREE JEDI to arrest PALPATINE.

PALPATINE: Master Windu. I take it General Grievous has been destroyed then. I must say, you're here sooner than expected.

MACE WINDU: In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.

MACE WINDU and the other JEDI ignite their lightsabers.

PALPATINE: Are you threatening me, Master Jedi?

MACE: The Senate will decide your fate.

PALPATINE: (burst of anger) I am the Senate!

MACE: Not yet!

PALPATINE stands, a laser sword appears out of his cloak sleeve, and he spins toward the JEDI.

PALPATINE: It's treason, then.

A close shot of PALPATINE as the fight begins. Close shots of THREE JEDI getting cut down by PALPATINE. PALPATINE and MACE continue to fight.

Jedi Master MACE WINDU and the Sith Lord fight their way down the hallway and into the main office area. PALPATINE is able to use the Force to slam MACE against the wall, but he recovers before the Chancellor can cut him down.

ANAKIN lands his speeder, jumps out, and runs down a long corridor toward the Chancellor's office.

In the heat of battle, MACE cuts the window behind the Chancellor's desk, and it crashes away. MACE is forced out onto the ledge, which is twenty stories up. They fight over the precipice. ANAKIN arrives to see PALPATINE and MACE fighting.

They stop as MACE forces PALPATINE to drop his sword. PALPATINE and MACE start yelling at each other.

MACE WINDU: You are under arrest, My Lord.

PALPATINE: Anakin! I told you it would come to this. I was right. The Jedi are taking over.

MACE WlNDU: You old fool. The oppression of the Sith will never return. Your plot to regain control of the Republic is over . . . you have lost . . .

PALPATINE: No! No! You will die!

PALPATINE raises his hands, and lightning bolts shoot out. They are blocked by MACE's lightsaber. PALPATINE is pushed back against the window sill.

PALPATINE: He is a traitor, Anakin.

MACE WlNDU: He's the traitor. Stop him!

PALPATINE: Come to your senses, boy. The Jedi are in revolt. They will betray you, just as they betrayed me.

MACE WlNDU: Aarrrrggghhhhh . . .

PALPATINE: You are not one of them, Anakin. Don't let him kill me.

MACE WlNDU: Aarrrrggghhhhh . . .

PALPATINE: I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him.

MACE WlNDU: Don't listen to him, Anakin.

PALPATINE: Help me! Don't let him kill me. I can't hold on any longer. Ahhhhhhh . . . ahhhhhhh . . . ahhhhhhh . . .

MACE pushes PALPATINE out to the edge of the ledge. As the Jedi moves closer, the bolts from Palpatine's hands begin to arch back on him. The Chancellor's face begins to twist and distort. His eyes become yellow as he struggles to intensify his powers.

PALPATINE: I can't ... I give up. Help me. I am weak ... I am too weak. Don't kill me. I give up. I'm dying. I can't hold on any longer.

MACE WlNDU: You Sith disease. I am going to end this once and for all.

ANAKIN: You can't kill him, Master. He must stand trial.

MACE WlNDU: He has too much control of the Senate and the Courts. He is too dangerous to be kept alive.

PALPATINE: I'm too weak. Don't kill me. Please.

ANAKIN: It is not the Jedi way . . .

MACE raises his sword to kill the CHANCELLOR.

ANAKIN: (continuing) He must live . . .

PALPATINE: Please don't, please don't . . .

ANAKIN: I need him . . .

PALPATINE: Please don't . . .

ANAKIN: NO!!!

Just as MACE is about to slash PALPATINE, ANAKIN steps in and cuts off the Jedi's hand holding the lightsaber.

As MACE stares at ANAKIN in shock, PALPATINE springs to life.
The full force of Palpatine's powerful Bolts blasts MACE. He attempts to deflect them with his one good hand, but the force is too great. As blue rays engulf his body, he is flung out the window and falls twenty stories to his death. No more screams. No more moans. PALPATINE lowers his arm.

PALPATINE: Power! Unlimited power!

His face has changed into a horrible mask of evil. ANAKIN looks on in horror. PALPATINE cackles.

ANAKIN: What have I done?

ANAKIN sits.

PALPATINE: You are fulfilling your destin, Anakin. Become my apprentice. Learn to use the dark side of the Force.

ANAKIN: I will do whatever you ask.

PALPATINE: Good.

ANAKIN: Just help me save Padme's life. I can't live without her. I won't let her die. I want the power to stop death.

PALPATINE: To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret.

ANAKIN kneels before PALPATINE.

ANAKIN: I pledge myself to your teachings. To the ways of the Sith.

PALPATINE: Good. Good. The Force is strong with you. A powerful Sith you will become. Henceforth, you shall be known as Darth . . . Vader.

ANAKIN: Thank you. my Master.

PALPATINE: Rise, Darth Vader.

Palpatine moves over to his desk.

129 EXT. KASHYYYK-MEETING HALL-DAY

YODA winces, closes his eyes, and holds his head. He feels a disturbance in the Force.

130 INT. CORUSCANT-CHANCELLOR'S OFFICE-EVENING

PALPATINE is putting on his dark cloak: he is now fully DARTH SIDIOUS.

PALPATINE: Because the Council did not trust you, my young apprentice, I believe you are the only Jedi with no knowledge of this plot. When the Jedi learn what has transpired here, they will kill us, along with all the Senators.

ANAKIN: I agree. The Jedi's next move will be against the Senate.

PALPATINE: Every single Jedi, including your friend Obi-Wan Kenobi, is now an enemy of the Republic. You understand that, don't you?

ANAKIN: I understand, Master.

PALPATINE: We must move quickly. The Jedi are relentless; if they are not all destroyed, it will be civil war without end. First, I want you to go to the Jedi Temple. We will catch them off balance. Do what must be done, Lord Vader. Do not hesitate. Show no mercy. Only then will you be strong enough with the dark side to save Padme.

ANAKIN: What about the other Jedi spread across the galaxy?

PALPATINE: Their betrayal will be dealt with. After you have killed all the Jedi in the Temple, go to the Mustafar system. Wipe out Viceroy Gunray and the other Separatist leaders. Once more, the Sith will rule the galaxy, and we shall have peace.

131 INT. CORUSCANT-JEDI TEMPLE ENTRY-NIGHT

ANAKIN goes to the Jedi Temple with a battalion of Clone Troopers.

132 EXT. UTAPAU-TENTH LEVEL-LANDIXG PLATFORM-DAY

The battle between the CLONES and the DROIDS rages throughout the sinkhole. OBI-WAN rides up to CLONE COMMANDER CODY.

OBI-WAN: Commander, contact your troops. Tell them to move to the higher levels.

CLONE COMMANDER CODY: Very good, sir.

CLONE COMMANDER CODY starts to move away, then remembers something and returns to OBI-WAN.

CLONE COMMANDER CODY: (continuing) Oh, by the way, I think you'll be needing this.

He hands OBI-WAN his lightsaber, and the LIZARD rears up.

OBI-WAN: Thank you, Cody, (smiling) Now let's get a move on. We've got a battle to win here.

CLONE COMMANDER CODY: Yes, sir!

OBI-WAN and the LIZARD ride off down the wall of the giant sinkhole.
The battle rages throughout the city. CLONE COMMANDER CODY (2224,) takes out his comlink and listens to the HOLOGRAM OF DARTH SIDIOUS as, far below, OBI-WAN can been seen battling DROIDS on a landing platform.

DARTH SlDIOUS: Commander Cody, the time has come. Execute Order Sixty-Six.

CLONE COMMANDER CODY: It will be done, My Lord.

The HOLOGRAM disappears, and CLONE COMMANDER CODY gestures to a nearby Clone Trooper.

CLONE COMMANDER CODY: Blast him!

The battle rages all around OBI-WAN. DROIDS and CLONES are everywhere. OBI-WAN is riding on a LIZARD, cutting down DROIDS as he races across the battlefield. Suddenly a volley of laser blasts from behind him knocks him and his LIZARD off the wall of the sinkhole. He looks around just in time to see his CLONE TROOPS are firing on him.
OBI-WAN falls hundreds of feet to the bottom of the water-filled sinkhole.

133 EXT. MYGEETO-DAWN

The sky slowly awakens on the crystal world of Mygeeto. A battle rages. Clone troops battle the droid armies across a long bridge. KI-ADI-MUNDi uses his light saber to deflect enemy fire. CLONE COMMANDER BACARA (1138) exits a Gunship near the entrance to the city. He rallies his TROOPS to attack the city, then gets a message on his comlink. He stops and moves to one side as a HOLOGRAM OF DARTH SIDIOUS appears on the comlink in the palm of his hand. He moves further into the shadows.

DARTH SlDIOUS: Commander 1138 . . .

CLONE COMMANDER BACARA: Yes, sir.

DARTH SlDIOUS: The time has come. Execute Order Sixty-Six.

CLONE COMMANDER BACARA: It will be done, My Lord.

DARTH SIDIOUS fades, and the CLONE COMMANDER snaps the comlink closed and looks to the main plaza of the city, where KI-ADI-MUNDI is leading the charge. The clones stop. KI-ADI-MUNDI turns around and is blasted by clone fire. He's killed before he can defend himself.

134 EXT. FELUCIA-FOREST-DAY

A column of CLONE WALKERS marches across the forest floor. The STRANGE CALLS of the alien forest creatures of FELUCIA suddenly stop. The Jedi AAYLA SECURA and her CLONE TROOPS brace for an ambush.

AAYLA: Steady. . . . steady . . .

They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi.

AAYLA: (continuing) Bly, do you think they're Droids?

BLY: No.

BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground.

Another Jedi, BARRISS OFFEE, is cutting down a patrol of DROIDS when a CLONE WALKING TANK and SEVEN CLONE TROOPERS round a corner and blast the Jedi away.

135 EXT. KASHYYYK-MEETING HALL-DAY

YODA drops his gimer stick, clutches his chest, and rests against a wall.

136 EXT. KASHYYYK-EDGE OF VILIAGE-DAY

The battle appears to be over. WOOKIEES stack destroyed Droids while CLONES assess the damage to their equipment. A Jedi, LUMINARA UNDULI, talks with EIGHT CLONE OFFICERS standing in a circle around her. Suddenly they reveal their hidden pistols and blast her before she can react.

The Jedi QUINLAN VOS is riding on top of a CLONE TURBO TANK. The main cannon of a second tank slowly swings to point right at him and a COUPLE OF CLONES.
The cannon fires, and QUINLAN VOS and the CLONES disappear in a huge EXPLOSION.

137 INT. CATO NEIMOIDIA-COCKPIT CLONE FIGHTER-DAY

The CLONE PILOT watches a hologram of DARTH SIDIOUS.

DARTH SIDIOUS: Execute Order Sixty-Six.

CLONE PILOT: It will be done, My Lord.

138 INT. CATO NEIMOIDIA-JEDI STARFIGHTER-DAY

PLO KOON heads his ship toward a battle on a landing platform.

PLO KOON: There they are. Land on the nearest platform.

139 EXT. CATO XEIMOIDIA-JEDI STARFIGHTER-DAY

The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky.

140 EXT. SALEUCAMI-FOREST

Three Speeder Bikes race through the forest. A Jedi, STASS ALLIE is in the lead. The TWO CLONES following her drop back and blast her, causing her to crash in a huge EXPLOSION.

141 INT. CORUSCANT-CHANCELLOR'S OFFICE-NIGHT

DARTH SIDIOUS stands alone in his private office, illuminated only from a hologram projector beam from above. A small HOLOGRAM OF COMMANDER GREE stands in front of him.

CLONE COMMANDER GREE: Yes, My Lord.

DABTH SIDIOUS: The time has come. Execute Order Sixty-Six.

142 EXT. KASHYYYK-MEETING HALL BALCONY-DAY

A vista of waterways, high green mesas, and giant tree cities serves as a backdrop for the fierce battle, CLONES AND WOOKIEES against TRADE FEDERATION DROID ARMIES, with treaded tank-like vehicles. CLONE COMMANDER GREE holds his comlink.

CLONE COMMANDER GREE: It will be done, My Lord.

CLONE COMMANDER GREE snaps his comlink shut.

YODA watches from the balcony. The battle rages as CLONES and WOOKIEES attack DROIDS coming across the water on CORPORATE ALLIANCE TANK DROIDS. CHEWBACCA and TARFFUL stand on either side of the Jedi Master as he watches the battle below. CLONE COMMANDER GREE and ONE OFFICER walk onto the balcony toward YODA. YODA stands looking over the battlefield below. When they are close enough, the CLONES reveal their weapons and fire.

But faster than the CLONES can reveal their weapons, YODA ignites his lightsaber, leaps in the air, and beheads both CLONES. CHEWBACCA and TARFFUL fire their weapons as more CLONES enter the hall. The Wookiees call out to YODA to follow them. CHEWBACCA picks YODA up and carries him away.

143 EXT. CORUSCANT-JEDI TEMPLE-NIGHT

A JEDI is surrounded and gunned down by CLONE TROOPERS.

144 INT. CORUSCANT-JEDI TEMPLE-NIGHT

ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI.
He exits Shaak Ti's room and enters a hallway, where the battle is taking place.

145 INT. CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT

ANAKIN enters a room full of YOUNGLINGS huddled in a corner.

YOUNGLINGS: Master Skywalker, there are too many of them. What are we going to do?

ANAKIN looks back at them with a stern expression on his face and ignites his lightsaber.

146 INT. CORUSCANT-PADME'S APARTMENT-PRE-DAWN

C-3PO and PADME look out the apartment window.

C-3PO: The Chancellor's office indicated Master Anakin returned to the Jedi Temple. Don't worry, My Lady. I am sure he will be all right.

PADME bursts into tears.

147 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN

The city planet is covered in a hazy glow. A column of black smoke can be seen rising in the distance. BAIL ORGANA's Speeder flies overhead, straight toward the smoke.

148 EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-PRE-DAWN

The Jedi Temple is on fire. Large plumes of smoke billow toward the sky as BAIL ORGANA lands his Speeder on a Jedi Temple platform. FOUR CLONE TROOPERS stand guard at the entrance to the Temple. They lower their guns as BAIL gets out of his Speeder and walks toward them.

BAIL ORGANA: What's going on here?!?

CLONE SERGEANT: There's been a rebellion. Don't worry, sir, the situation is under control.

The CLONES bar the Senator from entering the Temple.

CLONE SERGEANT: (continuing) I'm sorry, sir. No one is allowed entry.

The CLONES point their guns at BAIL and cock them.

CLONE SERGEANT: (continuing) It's time for you to leave, sir.

BAIL ORGANA: And so it is.

BAIL reluctantly heads hack toward his Speeder. Suddenly, several SHOTS RING OUT. BAIL turns and sees a ten-year-old Jedi, ZETT JUKASSA, fighting the CLONES. Several more CLONES join in the fight, followed by CLONE COMMANDER APPO (1119), who points at BAIL.

CLONE COMMANDER APPO: Get him! Shoot him!

SEVERAL CLONES start firing at BAIL. The Senator jumps for cover behind his Speeder, starting the engines and pulling out his laser
pistol.

The YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot.

The Speeder takes off with BAIL clinging to the side. The CLONES fire at it as it disappears into the cityscape.

149 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN

BAIL ORGANA struggles to pull himself into the Speeder as it races along through the cityscape. Finally, he climbs in, just as the Speeder is about to hit a building. BAIL steers clear of the building and races away.

150 EXT. UTAPAU-UNDERWATER SINKHOLE-DAY

The Jedi dives below the surface amid a barrage of laser fire. He dives deeper under the water, fumbling in his utility belt for a breathing device. He finds it and puts it in his mouth. He swims underwater until the CLONE TROOPS give up and stop filing.

151 EXT. UTAPAU-UNDERWATER CAVES-DAY

OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall.

OBI-WAN climbs the wall to the second cave just as TWO LITTLE SEEKER DRONES pop out of the water with their searchlights glowing. OBI-WAN presses himself against the wall of the smaller cave as the TWO SEEKER DRONES search the grotto. One of the SEEKERS begins to enter the cave in which OBI-WAN is hiding. OBI-WAN presses further into the wall. The light shines on the opposite wall and moves to the back of the cave, illuminating a huge NOS MONSTER. OBI-WAN holds his breath. The SEEKER is confused for a moment, then the NOS MONSTER lunges at the SMALL DROID and consumes it in one bite.

The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water.

The SECOND SEEKER shines its light on the NOS MONSTER as the evil creature tries to grab the LITTLE DRONE. OBI-WAN slinks off toward the back of the cave. He comes upon a nest of BABY NOS MONSTERS. They SCREECH and make horrible sounds. OBI-WAN jumps over them and continues on his way through the tunnel system.

152 EXT. KASHYYYK-LAKE ON VILLAGE EDGE-DUSK

CLONES in modified one-man AT-ST's and Swamp Speeders flash their searchlights across the gloomy lake. The light of one of the AT-ST's spots something floating in the water. It is what's left of a Wookiee catamaran. The body of a dead Wookiee (TARFFUL) is lying across the stern of the wreckage of the flying boat. There is some movement on the boat. The CLONE SERGEANT on the AT-ST fires a warning shot past the boat.

AT-ST CLONE SERGEANT: Everyone out of there!

A CRAZY LITTLE CREATURE about two feet high pops its head over the rail. The creature is covered with mud. His long hair is frizzed out in all directions.

CREATURE: Wookiee good . . . eat Wookiee. (crazy little laugh)

CLONE SERGEANT: Did you find something?

CREATURE: It's nothing, nothing. (laughs)

CLONE SERGEANT: It's nothing, nothing. All these Wookiees are dead. Move to the east.

CLONE TROOPER: Yes, sir.

Suddenly, CHEWBACCA climbs up behind the AT-ST CLONE, dripping wet, and throws the CLONE SERGEANT into the water. CHEWIE BARKS.

CREATURE: Right you are, Chewbacca. Faster that will be.

TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda.

YODA: Stink, this mud does. A moment to bathe, give me.

YODA, covered with mud, jumps into the water. TARFFUL climbs onto the AT-ST with CHEWBACCA. YODA is out of the water and putting his robes back on.

YODA: (continuing) Not far, are we, from the emergency ship. Quickly . . .

YODA whistles and a large ALIEN FLYING INSECT called CAN-CELL appears. YODA jumps on the insect's back and they take off. The WOOKIEES follow on the AT-ST. The CLONES continue to search the swamp.

153 EXT. KASHYYYK-HILLS OVERLOOKING LAKE-DUSK

The AT-ST marches up the hill and stops. The WOOKIEES jump down. YODA lands on CAN-CELL nearby. CHEWBACCA goes to a tree and pulls down one of its branches.
The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod.

YODA: Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have.

The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky.

154 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY

BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS.

ROYAL GUARD: Identification . . .

BAIL ORGANA: Senator Bail Organa of Alderaan.

BAIL and his AIDES hand them their ID cards. The ROYAL GUARDS check them over and give them back, then BAIL and his CREW walk on board his Starship.

155 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY

The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky.

156 INT ALDERAAN-STARCRUISER-HALLWAY-DAY

BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.

BAIL ORGANA: Were you able to get hold of a Jedi homing beacon?

CAPTAIN ANTILLES: Yes, sir. We've encountered no opposition. The clones are still a bit confused. It appears no one is in command.

BAIL ORGANA: That will change soon. Hopefully we will be able to intercept a few Jedi before they walk into this catastrophe.

157 EXT. UTAPAU-SINKHOLE WALL-LATE DAY

OBI-WAN hides from a group of CLONE TROOPERS.

CLONE CAPTAIN: Did you find Kenobi?

CLONE TROOPER: No one could have survived that fall.

He watches them pass.

CLONE CAPTAIN: Start loading your men on the ship.

CLONE TROOPER: Yes, sir.

OBI-WAN tries to sneak back to the secret platform, down a flight of stairs.

158 EXT. UTAPAU-SECRET LANDING PLATFORM-LATE DAY

OBI-WAN makes his way out of the cave and onto General Grievous's secret landing platform. He runs to the Starfighter and climbs into the one-man ship. The Starfighter takes off and disappears into the sky.

159 EXT. UTAPAU-SPACE

OBI-WAN flies away from the planet Utapau in General Grievous's tiny Starfighter.

160 INT. GENERAL GRIEVOUS'S STARFIGHTER-SPACE

OBI-WAN activates the controls on the Starfighter. He punches in several coordinates and codes. A BEEPING SOUND is heard. It quickly speeds up until it is a steady tone. OBI-WAN speaks into his comlink.

OBI-WAN: Emergency Code Nine Thirteen ... I have no contact on any frequency. Are there any Jedi out there? . . . anywhere . . .

A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears.

BAIL: (hologram) . . . Kenobi . . .

OBI-WAN: (continuing) I've locked on. Repeat.

The FUZZY HOLOGRAM image comes into focus, and it is BAIL ORGANA.

BAIL ORGANA: Master Kenobi??

OBI-WAN: Senator Organa! My Clone Troops turned on me ... I need help.

BAIL ORGANA: We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates.

161 INT. CORUSCANT-PADME’SAPARTMENT-PRE-DAWN

PADME stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom.

C-3PO: My Lady, there's a Jedi fighter docking on the veranda.

PADME turns and rushes to the bedroom.

162 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN

THREEPIO walks out to ANAKIN's ship and talks with ARTOO. ARTOO beeps.

THREEPIO: Hush! Not so loud!

PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER. They embrace.

PADME: Are you all right? I heard there was an attack on the Jedi Temple . . . you can see the smoke from here.

ANAKIN: I'm fine. I'm fine. I came to see if you and the baby are safe.

PADME: Captain Typho's here, we're safe. What's happening?

C-3PO continues to talk to R2-D2 on the GREEN FIGHTER.

C-3PO: What is going on?

ARTOO SQUEAKS and BEEPS.

C-3PO: (continuing) You can't be anymore confused than I am.

ANAKIN: The situation is not good. The Jedi have tried to overthrow the Republic . . .

PADME: I can't believe that!

ANAKIN: I couldn't either at first, but it's true. I saw Master Windu attempt to assassinate the Chancellor myself.

C-3PO leans over and whispers to ARTOO.

C-3PO: Something important is going on! I heard a rumor they are going to banish all droids.

ARTOO BEEPS rather loudly. C-3PO puts his fingers to his lips.

C-3PO: (continuing) Shhhhhh . . . not so loud.

ARTOO BEEPS quietly.

C-3PO: (continuing) Whatever it is, we'll be the last to know.

PADME: Anakin, what are you going to do?

ANAKIN looks down for a moment and then walks away from Padme.

ANAKIN: I will not betray the Republic . . . my loyalties lie with the Chancellor and with the Senate . . . and with you.

ANAKIN turns and walks back to Padme.

PADME: What about Obi-Wan?

ANAKIN: I don't know . . . Many Jedi have been killed. We can only hope that he's remained loyal to the Chancellor.

PADME: How could this have happened?

ANAKIN: The Republic is unstable, Padme. The Jedi aren't the only ones trying to take advantage of the situation. There are also traitors in the Senate.

PADME stands and reacts ever so slightly.

PADME: What are you saying?

ANAKIN: You need to distance yourself from your friends in the Senate. The Chancellor said they will be dealt with when this conflict is over.

PADME: What if they start an inquisition? I've opposed this war. What will you do if I become a suspect?

ANAKIN: That won't happen. I won't let it.

PADME: Oh, Anakin, I'm afraid.

ANAKIN takes PADME in his arms.

ANAKIN: Have faith, my love. Everything will soon be set right. The Chancellor has given me a very important mission. The Separatists have gathered in the Mustafar system. I'm going there to end this war. Wait for me until I return . . . things will be different, I promise.

They kiss.

ANAKIN: (continuing) Please, wait for me.

PADME: I will.

ANAKIN gets into his Fighter as THREEPIO backs away.

C-3PO: (to Artoo) Well, he is under a lot of stress, Artoo.

ARTOO beeps.

C-3PO: (continuing) Take care, my little friend.

ARTOO BEEPS a good-bye, and the fighter takes off. PADME is left alone on the veranda. She starts to cry. THREEPIO comes up to her.

C-3PO: (continuing) My Lady, is there anything I might do?

PADME: No thank you, Threepio.

G-3PO: A snack, perhaps?

PADME: No.

THREEPIO starts to move off.

C-3PO: I feel so helpless.

163 EXT. ALDERAAN-STARCRUISER-SPACE

OBI-WAN's ship docks with Bail Organa's Starcruiser.

164 INT. ALDERAAN-STARCRUISER-HALLWAY-DAY

The door to the main hallway slides open. OBI-WAN enters and is greeted by YODA and BAIL ORGANA. The three walk down the hallway.

BAIL ORGANA: You made it.

YODA: Master Kenobi, dark times are these. Good to see you. it is.

OBI-WAN: You were attacked by your Clones, also?

YODA: With the help of the Wookiees, barely escape, I did.

OBI-WAN: How many other Jedi managed to survive?

YODA: Heard from no one, have we.

BAIL ORGANA: I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda.

OBI-WAN: Have we had any contact from the Temple?

YODA: Received a coded retreat message, we have.

BAIL ORGANA: It requests all Jedi to return to the Temple. It says that the war is over . . .

OBI-WAN: Well, then we must go back! If there are other stragglers, they will fall into the trap and be killed.

BAIL ORGANA: It's too dangerous to return.

YODA: Suggest dismantling the coded signal, do you?

OBI-WAN: Yes, Master. There is too much at stake here, and we need a clearer picture of what has happened.

YODA: I agree. In a dark place we find ourselves ... a little more knowledge might light our way.

165 EXT. MUSTAFAR-LAVA FIELDS-DAY

Workers move across the lava beds, gathering the magma. A column of aliens riding giant MUSTAFAR FLEAS marches forward.

166 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

A HOLOGRAM of DARTH SIDIOUS is in the center of the room. NUTE GUNRAY and the REST OF THE SEPARATIST COALITION watch SIDIOUS.

NUTE GUNRAY: The plan has gone as you had promised, My Lord.

DARTH SIDIOUS: You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you.

The hologram disappears.

167 INT. CRUISER-COCKPIT

The Republic Cruiser heads toward Coruscant. OBI-WAN, BAIL, YODA, and TWO PILOTS sit in the cockpit.

PILOT: We are receiving a message from the Chancellor's office, sir.

BAIL ORGANA: Send it through.

PILOT: Yes, sir.

The PILOT pushes some buttons. MAS AMEDDA appears on screen.

MAS AMEDDA: Senator Organa . . . the Supreme Chancellor of the Republic requests your presence at a special session of Congress.

BAIL ORGANA: Tell the Chancellor I will be there.

MAS AMEDDA: Very well. He will be expecting you.

MAS AMEDDA's image disappears from the screen.

BAIL ORGANA: It could be a trap.

OBI-WAN: No, I don't think so. The Chancellor will not be able to control the thousands of star systems without keeping the Senate intact.

YODA: If a special session of Congress there is, easier for us to enter the Jedi Temple it will be.

168 EXT. CORUSCANT-SENATE LANDING PLATFORM-LATE DAY

OBI-WAN, BAIL, and YODA land on Coruscant. The elevator door opens, and they step out.

GUARD: Welcome back, Senator. May I see your clearance?

BAIL ORGANA: Certainly.

GUARD: Thank you, you may proceed. We will take custody of the Jedi.

OBI-WAN: It would be better if we stayed with the Senator.

GUARD: It would be better if they stayed with you.

BAIL and his AIDES go into the Senate. YODA and OBI-WAN head for the Jedi Temple.

169 EXT. MUSTAFAR-JEDI STARFIGHTER-SPACE

ANAKIN's Jedi Starfighter heads for the hazy blood-red planet of Mustafar.

170 EXT. MUSTAFAR-LANDING PLATFORM-DAY

ANAKIN flies over the volcanoes of Mustafar and lands his Jedi Starfighter on a complex of Landing Platforms. His cockpit opens as R2-D2 pops from the ship with a happy BEEP.

ANAKIN: Artoo . . . stay with the ship.

ARTOO lets out a sad little BEEP and moves back toward the ship.

171 EXT. MUSTAFAR-LANDING PLATFORM-DAY

ANAKIN, putting on his hood, walks across a walkway upon arriving on Mustafar.

172 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN appears in the doorway of the control center.

NUTE GUNRAY: Welcome, Lord Vader. We've been expecting you.

Everyone in the room looks to him as he raises his hand toward a control panel, and all the exits close. The confused SEPARATISTS look around in bewilderment.

173 EXT. CORUSCANT-JEDI TEMPLE-LATE DAY

Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze.

174 INT. CORUSCANT-JEDI TEMPLE-MAIN ENTRANCE-LATE DAY

A DOZEN CLONE TROOPERS stand guard at the entrance of the Jedi Temple. Suddenly there is a flash of a lightsaber, a flurry of confusion, and all of the Clone Troopers are dead on the floor. YODA and OBI-WAN stand in the middle of the carnage.

OBI-WAN: There are several battalions of Clone Troopers on every level. Many are dressed as Jedi.

YODA: Dismantle the coded signal quickly. That group back there, soon discovered will be.

175 EXT. CORUSCANT-SENATE BUILDING-SUNSET

The awesome Senate Building looms over the city. The endless traffic continues to clutter the skyline.

176 INT. CORUSCANT-SENATE CHAMBER-SUNSET

The Chancellor is in the podium in the center of the vast arena giving a speech. MAS AMEDDA stands to the right of SIDIOUS. BAIL ORGANA walks through the hallway of the Main Senate Chamber. He enters the Senate Pod of Naboo and sits next to PADME. JAR JAR, CAPTAIN TYPHO and TWO HANDMAIDENS are in the pod also.

PALPATINE: . . . and the Jedi Rebellion has been foiled.

BAIL ORGANA: I was held up. What's happening?

PADME: The Chancellor has been elaborating on a plot by the Jedi, to overthrow the Senate.

BAIL ORGANA: That's not true!

PADME: He's been presenting evidence all afternoon.

BAIL ORGANA: And the Senate will go along with it, just like they always do.

PALPATINE: The remaining Jedi will be hunted down and defeated. (applause) Any collaborators will suffer the same fate.

(applause)

These have been trying times, but we have passed the test.

177 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-SUNSET

YODA and OBI-WAN make their way through the Temple, avoiding the HUNDREDS OF CLONE TROOPERS. They use the Force to distract the CLONES when they can.
YODA and OBI-WAN walk through the ruins of the Temple until they come across the bodies of some students.

OBI-WAN: Not even the younglings survived.

YODA: Killed not by clones, this Padawan. By a lightsaber, he was.

OBI-WAN: . . .Who?? Who could have done this?

178 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN ignites his lightsaber, NUTE and the OTHERS panic. The DROIDS at the controls and the GUARDS grab their weapons, but it is too late. They are cut down in a flash. The Separatists bang on the doors, and NUTE and RUNE HAAKO flee under a table.

ANAKIN, stone-faced, moves through the room like the grim reaper. Bodies drop everywhere. SCREAMS are cut short as the head of the Banking Clan dies.

Then POGGLE THE LESSER loses his head; WAT TAMBOR, SHU MAI, and the REST OF THE SEPARATISTS run into the conference room.

179 INT. CORUSCANT-SENATE CHAMBER-SUNSET

PALPATINE: The attempt on my life has left me scarred and deformed, but I assure you my resolve has never been stronger.

Applause.

180 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

In the hallway, ANAKIN cuts down DROIDS and SEPARATISTS alike. He is unstoppable. ANAKIN turns his head-his eyes are yellow.

181 INT. CORUSCANT-SENATE CHAMBER-SUNSET

PALPATINE continues his speech at the podium.

PALPATINE: The war is over. (applause) The Separatists have been defeated, (applause) and the Jedi rebellion has been foiled. We stand on the threshold of a new beginning.

There is a long period of APPLAUSE.

PADME: Well, this is the moment we discover if he intends to return the Republic to a democracy.

PALPATINE: In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire, for a safe and secure society which I assure you will last for ten thousand years.

There is a loud, sustained CHEER from the Senate. BAIL ORGANA and PADME sit, dumbfounded.

PALPATINE: (continuing) An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . .

The Senate CHEERS again. BAIL and PADME are devastated. PADME begins to cry.

PALPATINE: (continuing) An empire ruled by the majority . . . Ruled by a new constitution . . .

The Senate APPLAUDS.

PADME: So this is how liberty dies, with thunderous applause . . .

BAIL ORGANA: We cannot let this happen.

He starts to stand up. PADME stops him.

PADME: Not now! There will be a time.

182 INT. MUSTAFAR-MAIN CONTROL CENTER-CONFERENCE ROOM-DAY

After everyone in the Main Control Room is dead, ANAKIN moves to the small conference room where WAT TAMBOR. SHU MAI, and some OTHER SEPARATISTS are hiding. RUNE HAAKO tries to run but is trapped by a dead-end as ANAKIN advances.

RUNE HAAKO: Stop! Enough, this is not right!

RUNE is cut down. NUTE GUNRAY crawls out from under the table and opens the Main Door, allowing DESTROYER DROIDS to enter. WAT TAMBOR is cut down, along with SHU MAI. DESTROYER DROIDS appear in the doorway and blast away, causing total destruction. When the firing is over, ANAKIN is gone. Blown away? No. ANAKIN drops from the ceiling behind the TWO DROIDS and cuts them to pieces before they know what hit them.

183 INT. MUSTAFAR-MAIN CONTROL CENTER-HALLWAY-DAY

NUTE GUNRAY is the last Separatist leader alive. ANAKIN moves on to find NUTE GUNRAY hiding in an alcove.

NUTE GUNRAY: The war is over. Lord Sidious promised us peace ... we only want . . .

NUTE GUNRAY is cut down in midsentence.

184 INT. CORUSCANT-JEDI TEMPLE-COMPUTER ROOM-NIGHT

OBI-WAN stands in a large computer area as YODA looks on, in the hatchway to the Main Control Center.

OBI-WAN: I've recalibrated the code warning all surviving Jedi to stay away.

YODA: Good . . . For the Clones to discover the recalibration, a long time it will take. To change it back, longer still. Hurry.

185 INT. CORUSCANT-JEDI TEMPLE-CONTROL CENTER-NIGHT

OBI-WAN enters the Main Control Center with YODA and heads for the hologram area.

OBI-WAN: Wait, Master. There is something I must know . . .

YODA: If into the security recordings you go, only pain will you find.

OBI-WAN: I must know the truth, Master.

OBI-WAN moves to a panel and flips some switches. He sees a HOLOGRAM of ANAKIN slaughtering JEDI, including the YOUNG ONES. OBI-WAN and YODA react.

OBI-WAN: (continuing) It can't be . . . It can't be . . .

As ANAKIN surveys the carnage, a DARK-ROBED SITH LORD enters. ANAKIN turns to DARTH SIDIOUS and kneels before him.

ANAKIN: The traitors have been taken care of, Lord Sidious.

DARTH SlDIOUS: Good . . . good . . . You have done well, my new apprentice. Do you feel your power growing?

ANAKIN: Yes, My Master.

DARTH SlDIOUS: Now, Lord Vader, now go and bring peace to the Empire.

OBI-WAN watches in horror. Tears well up in his eyes.

OBI-WAN: I can't watch any more.

OBI-WAN switches off the hologram. The TWO JEDI stand in silence for a few moments.

YODA: Destroy the Sith, we must.

OBI-WAN: Send me to kill the Emperor. I will not kill Anakin.

YODA: To fight this Lord Sidious, strong enough, you are not.

OBI-WAN: He is like my brother ... I cannot do it.

YODA: Twisted by the dark side, young Skywalker has become. The boy you trained, gone he is . . . Consumed by Darth Vader.

OBI-WAN: How could it have come to this?

YODA: To question, no time there is.

OBI-WAN: I do not know where the Emperor has sent him. I don't know where to look.

YODA: Use your feelings, Obi-Wan, and find him, you will. Visit the new Emperor, my task is. May the Force be with you.

OBI-WAN: May the Force be with you, Master Yoda.

186 INT. CORUSCANT-PADME'S APARTMENT-AFTERNOON

A DC0052 Intergalactic Speeder pulls up to the veranda landing of Padme's apartment.

187 EXT. CORUSCANT -PADME'S APARTMENT-VERANDA-AFTERNOON

The cockpit of the sleek yellow Galactic Speeder opens, and a HOODED FIGURE emerges and walks onto the veranda. An ALARM GOES OFF deep in the apartment. The FIGURE stops before a security curtain that protects the veranda. C-3PO enters the veranda and approaches the FIGURE.

C-3PO: Hello, might I help you . . . Oh, it's you, Master Kenobi. Come in, quickly.

The security curtain disappears, and the FIGURE lifts his hood. It is OBI-WAN. The alarm stops sounding.

OBI-WAN: Has Anakin been here . . . ?

C-3PO: Yes . . . right after the attack on the Jedi Temple.

PADME comes down the stairs in a robe. THREEPIO leaves.

PADME: Master Kenobi . . .

She embraces Obi-Wan.

PADME: (continuing) Oh, Obi-Wan, thank goodness . . . you're alive.

OBI-WAN: The Republic has fallen. Padme . . . The Jedi Order is no more . . .

PADME: I know, it's hard to believe everything to which we've dedicated our lives is gone.

OBI-WAN: I believe we have been part of a plot hundreds of years in the making.

PADME: The Senate is still intact, there is some hope.

OBI-WAN: No. Padme . . . It's over . . . The Sith now rule the galaxy as they did before the Republic.

PADME: The Sith!?!

OBI-WAN: I'm here looking for Anakin . . . When was the last time you saw him?

PADME: Yesterday.

OBI-WAN: And do you know where he is now?

PADME: (looks down) No.

OBI-WAN: Padme, I need your help. He's in grave danger.

PADME: From the Sith?

OBI-WAN: From himself . . . Padme, Anakin has turned to the dark side.

PADME: You're wrong! How could you even say that?

OBI-WAN: I have seen a security hologram of him killing younglings.

PADME: Not Anakin! He couldn't!

OBI-WAN: He was deceived by a lie. We all were. It appears that the Chancellor is behind everything, including the war. Palpatine is the Sith Lord we've been looking for. After the death of Count Dooku, Anakin became his new apprentice.

PADME: I don't believe you ... I can't.

OBI-WAN: Padme, I must find him.

PADME: You're going to kill him, aren't you?

OBI-WAN: He has become a very great threat.

As PADME moves to sit down, she reveals her pregnancy.

PADME: I can't . . .

OBI-WAN: Anakin is the father, isn't he?

PADME looks away.

OBI-WAN: (continuing) I'm so sorry.

OBI-WAN turns and leaves as PADME stares transfixed, not knowing what to do. She is worried and tormented. OBI-WAN takes off in the Speeder. She studies the japor snippet that is hanging around her neck.

188 INT. MUSTAFAR-LANDING PLATFORM-DAY

R2-D2 waits forlornly for his Master in front of the Jedi Starfighter.

189 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN surveys the slaughter with a crazed look in his eyes.

190 INT. MUSTAFAR-CONTROL CENTER-BALCONY-DAY

ANAKIN stares out at Mustafar, standing on the control room balcony.

191 EXT. CORUSCANT-LANDING PLATFORM-SUNSET

A small Naboo Skiff rests on a landing platform in the vast congestion of Coruscant. PADME gets out of her Speeder, followed by CAPTAIN TYPHO and C-3PO.

CAPTAIN TYPHO: My Lady, let me come with you.

PADME: There is no danger. The fighting is over, and . . . this is personal.

TYPHO bows.

CAPTAIN TYPHO: As you wish, My Lady . . . but I strongly disagree.

PADME: I'll be all right, Captain.

He goes to the speeder and gets in.

PADME: (continuing) This is something I must do myself. Besides, Threepio will look after me.

C-3PO: Oh, dear.

TYPHO takes off and PADME and THREEPIO board the small NABOO SKIFF. A shadow moves out from under the SKIFF. It is OBI-WAN. He quickly jumps on the retracting ramp as the SKIFF takes off.

192 INT. NABOO SKIFF

THREEPIO chatters away as PADME breaks down in tears, the painful reality sinking in.

C-3PO: Green light. Do you know that I think I'm beginning to get the hang of this flying business.

OBI-WAN stows away on Padme's ship. The ship lifts from the landing platform and heads into the traffic lanes.

193 INT. CORUSCANT-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-SUNSET

A HOLOGRAM OF ANAKIN appears before PALPATINE in his office at the bottom of the Senate Arena.

DARTH VADER: The Separatists are taken care of, My Master.

DARTH SlDIOUS: It is finished, then. You have restored peace and justice to the galaxy. You have done well, Lord Vader.

DARTH VADER: Thank you, My Master.

194 INT. MUSTAFAR-COXFERENCE ROOM-DAY

A Hologram of Sidious speaks with Anakin in the Mustafar control room.

DARTH SlDIOUS: Send a message to the ships of the Trade Federation. Tell them the Separatist leaders have been wiped out. Grievous and Dooku have been destroyed. All droid units must shut down immediately.

DARTH VADER: Very good, My Lord.

ANAKIN sees Padme's ship arriving on the screen and goes out to meet her.

195 EXT. MUSTAFAR-LANDING PLATFORM-DAY

The sleek NABOO SKIFF lands on the Mustafar landing platform near Anakin's GREEN STARFIGHTER. ANAKIN runs up to the SKIFF as the ramp lowers. PADME runs to him.

ANAKIN: Padme, I saw your ship . . .

They embrace.

PADME: Oh, Anakin!

ANAKIN: It's all right, you're safe now. What are you doing out here?

PADME: I was so worried about you. Obi-Wan told me terrible things.

ANAKIN: What things?

PADME: He said you have turned to the dark side . . . that you killed younglings.

ANAKIN: Obi-Wan is trying to turn you against me.

PADME: He cares about us.

ANAKIN: Us??!

PADME: He knows . . . He wants to help you.

ANAKIN: Is Obi-Wan going to protect you? He can't ... he can't help you. He's not strong enough.

PADME: Anakin, all I want is your love.

ANAKIN: Love won't save you, Padme. Only my new powers can do that.

PADME: At what cost? You are a good person. Don't do this.

ANAKIN: I won't lose you the way I lost my mother! I've become more powerful than any Jedi has ever dreamed of and I've done it for you. To protect you.

PADME: Come away with me. Help me raise our child. Leave everything else behind while we still can.

ANAKIN: Don't you see, we don't have to run away anymore. I have brought peace to the Republic. I am more powerful than the Chancellor. I can overthrow him, and together you and I can rule the galaxy. Make things the way we want them to be.

PADME: I don't believe what I'm hearing . . . Obi-Wan was right. You've changed.

ANAKIN: I don't want to hear any more about Obi-Wan. The Jedi turned against me. Don't you turn against me.

PADME: I don't know you anymore. Anakin, you're breaking my heart. I'll never stop loving you, but you are going down a path I
can't follow.

ANAKIN: Because of Obi-Wan?

PADME: Because of what you've done . . . what you plan to do. Stop, stop now. Come back! I love you.

ANAKIN: (seeing Obi-Wan) Liar!

PADME turns around and. sees OBI-WAN standing in the doorway of the Naboo Cruiser.

PADME: No!

ANAKIN: You're with him. You've betrayed me! You brought him here to kill me!

PADME: NO! Anakin. I swear ... I ...

ANAKIN reaches out, and PADME grabs her throat as she starts to choke.

OBI-WAN: Let her go, Anakin.

ANAKIN: What have you and she been up to?

OBI-WAN: Let her go!

ANAKIN releases his grip on the unconscious PADME and she crumples to the ground.

ANAKIN: You turned her against me.

OBI-WAN: You have done that yourself.

ANAKIN: You will not take her from me.

ANAKIN throws off his cloak.

OBI-WAN: Your anger and your lust for power have already done that.

OBI-WAN flings off his cloak.

OBI-WAN: (continuing) You have allowed this Dark Lord to twist your mind until now . . . until now you have become the very thing you swore to destroy.

They circle each other until OBI-WAN is near PADME. He places his hand on her.

ANAKIN: Don't lecture me, Obi-Wan. I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, justice, freedom, and security to my new Empire.

OBI-WAN: Your new Empire?

ANAKIN: Don't make me kill you.

OBI-WAN: Anakin, my allegiance is to the Republic ... to democracy.

ANAKIN: If you're not with me, you're my enemy.

OBI-WAN: Only a Sith Lord deals in absolutes. I will do what I must.

(ignites his lightsaber)

ANAKIN: You will try.

ANAKIN ignites his lightsaber.

ANAKIN lashes out at OBI-WAN, and they begin a ferocious sword fight. ANAKIN throws CONTAINERS at OBI-WAN using the Force.
They work their way off the landing platform and into the main entry hallway. ANAKIN kicks OBI-WAN, and OBI-WAN drops to a lower level.
ARTOO BEEPS his concern and rushes to the unconscious PADME's aid.

196 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

YODA enters, using the Force to throw two RED GUARDS against the wall, knocking them unconscious. DARTH SIDIOUS turns his chair toward YODA. MAS AMEDDA stands behind SIDIOUS's desk.

YODA: I hear a new apprentice, you have. Emperor, or should I call you Darth Sidious.

DARTH SlDIOUS: Master Yoda, you survived.

YODA: Surprised?

DARTH SlDIOUS: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side.

The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding YODA.
YODA is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. DARTH SIDIOUS chuckles.

197 INT. MUSTAFAR-PASSAGES TO MAIN CONTROL CENTER-DAY

ANAKIN and OBI-WAN move their fight toward the main control center. As the laser swords fly, bits of the hallway are cut up. OBI-WAN and ANAKIN jump and use every trick in the Jedi book.

198 EXT. MUSTAFAR-LANDING PLATFORM-NABOO CRUISER-DAY

R2-D2, tries to drag PADME on board the Naboo Cruiser. C-3PO pokes his head out of the ship's doorway.

C-3PO: What are you doing? You're going to hurt her. Wait!!

C-3PO starts down the ramp.

199 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

MAS AMEDDA leaves the room. PALPATINE approaches a stunned YODA.

DARTH SlDIOUS: I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.

YODA: Not if anything I have to say about it, Lord Sidious.

YODA uses the Force to throw DARTH SIDIOUS back, knocking him clear over his desk and onto the floor in a heap.

YODA: (continuing) At an end your rule is and not short enough it was, I must say.

DARTH SIDIOUS flies through the air, cape flapping, heading toward the exit. At the last second, YODA flies into the exit and stops the Dark Lord.

YODA: (continuing) If so powerful you are, why leave??

YODA ignites his lightsaber.

DARTH SlDIOUS: You will not stop me. Darth Vader will become more powerful than either of us.

DARTH SIDIOUS ignites his lightsaber.

YODA: Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force.

Their swords CLASH. The battle is extremely fast and furious.

200 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

View screens EXPLODE around ANAKIN and OBI-WAN as they work their way into the Control Room. The fighting is intense. OBI-WAN is on the defensive as he jumps up on the table view screen in the center of the room.

ANAKIN: Don't make me destroy you, Master. You're no match for the dark side.

OBI-WAN: I've heard that before, Anakin . . . but I never thought I'd hear it from you.

ANAKIN forces OBI-WAN back into the Conference Room where the quarters are much closer. Sparks fly everywhere. ANAKIN jumps onto the conference table. OBI-WAN slides across the table, knocking ANAKIN over. OBI-WAN grabs ANAKIN’s lightsaber as he falls. OBI-WAN uses the Force to summon his dropped lightsaber. ANAKIN does the same.

201 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

PALPATINE seeks refuge in the vast Senate Chamber. He gets into the Chancellor's Podium and it starts to rise up into the Arena. YODA makes a giant leap into the control pod. The sword fighting is intense in the confined space.

202 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

The battle intensifies.

OBI-WAN: (continuing) The flaw of power is arrogance.

OBI-WAN stands looking at his former apprentice for a moment.

ANAKIN: You hesitate . . . the flaw of compassion.

OBI-WAN and ANAKIN lock sabers. OBI-WAN puts out his hand to use the Force to push ANAKIN away. ANAKIN puts out his hand to block OBI-WAN.
Both combatants are blasted backwards onto the control panels.
They regain their footing and the battle continues. ANAKIN kicks OBI-WAN away.
They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.

203 INT. CORUSCANT-SENATE CHAMRER-MAIN ARENA-NIGHT

YODA unleashes a ferocious assault on PALPATINE, causing him to almost go over the edge. The Dark Lord drops his lightsaber but recovers with a BLAST OF ENERGY from his hands that surrounds YODA. YODA is deflecting the Sith Lord's lightning bolts.

The energy bolts begin to arc back on the Emperor. It looks as if the Dark Lord is doomed.

YODA: Destroy you I will, just as Master Kenobi, your apprentice will destroy.

YODA jumps to a lower Senate Pod. PALPATINE reaches out with one hand, and a Senate pod is released from its mooring and heads toward the Podium. PALPATINE uses the Force to hurl pod after pod at YODA, who ducks and jumps from one flying pod to another.

YODA leaps away from the pods. He uses the Force to hold one pod suspended in the air. The pod spins and YODA throws it back at PALPATINE, who leaps away at the last moment.

YODA leaps after him, but PALPATINE quickly turns and aims the full force of his energy bolts at the tiny green Jedi, catching him in mid-air and throwing him back hard against the Podium. The force causes YODA to drop his lightsaber. YODA blocks the lightning and throws PALPATINE backwards off the podium. YODA is knocked off the Podium and falls several hundred feet to the base of the Podium. PALPATINE follows in his pod, searching for YODA.

204 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY-DAY

ANAKIN forces OBI-WAN down a narrow balcony outside the Control Room. He rips objects off the wall and throws them at OBI-WAN as he pushes him further and further along the walkway.

The balcony ends, and OBI-WAN is trapped. He looks over the balcony and into a river of lava.

ANAKIN cuts apiece of the balcony railing off, along with a control panel.
ALARMS SOUND, and a protective ray shield around the superstructure disappears. It tumbles into the molten abyss, disappearing in a puff of smoke. A small pipe connects the Control Center to the Main Collection Plant. OBI-WAN has no choice but to tightrope-walk out across the lava river while fighting ANAKIN.

205 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY, PIPE ACROSS LAVA RIVER, MAIN COLLECTION PLANT-DAY

ANAKIN, following OBI-WAN, jumps down onto the flexing pipe, lands, and resumes fighting.

206 INT. MUSTAFAR-PIPE ACROSS LAVA RIVER-DAY

OBI-WAN and ANAKIN work their way across the small pipe, fighting ferociously as they go. OBI-WAN slips, throws his lightsaber up in the air, grabs on to the pipe, swings around, grabs on to an upper pipe, retrieves his lightsaber, and lands back on the original pipe. They continue to fight across the pipe until they reach the Main Collection Plant.

207 INT. CORUSCANT-SENATE OFFICE BUILDING-WIRING CHUTE-NIGHT

YODA squishes his way through a mass of wires in a small chute. He talks on his comlink.

YODA: Hurry. Careful timing we will need.

BAIL ORGANA: (in speeder) There aren't many troops on this side. Activate your homing beacon when you're ready.

208 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

A Senate pod with COMMANDER THIRE (4477) and SEVERAL OTHER CLONE TROOPERS climb up to where MAS AMEDDA and PALPATINE are waiting. Beneath the Main Podium, TWENTY CLONE TROOPERS search for Yoda 's body.

CLONE COMMANDER THIRE: There is no sign of his body, sir.

MAS AMEDDA: Then he is not dead.

PALPATINE: Double your search.

CLONE COMMANDER THIRE: Yes sir. Right away, sir.

PALPATINE: (to Mas Amedda) Tell Captain Kagi to prepare my shuttle for immediate takeoff.

MAS AMEDDA: Yes, Master.

PALPATINE: I sense Lord Vader is in danger.

PALPATINE walks into the Arena hallway. COMMANDER THIRE descends down to the floor of the Arena, where an intense search is taking place. SEVERAL CURIOUS SENATORS rubberneck in scattered pods.

209 EXT. MUSTAFAR-COLLECTION PANELS-DAY

OBI-WAN and ANAKIN battle on the top of the multispired collection panels, jumping from one to the other. At the end of the collection cluster, a huge spray of lava covers the attachments that hold up the collectors. The frame begins to melt. It's raining lava. Both ANAKIN and OBI-WAN run for cover under the collection cluster. They continue to fight in the lava rain, darting from cover to attack, then quickly retreating to cover.
Support for the entire structure begins to fall away, and the collection cluster falls into the lava river. The Jedi continue their fight, climbing to the highest point on the tower as the rest begins to melt away as it rides the swift current down the river.

It bends toward the lava as they get out toward the end. The fighting gets fierce. OBI-WAN gets to the end and is trapped. The tower slowly starts to sink under the lava.

210 EXT. CORUSCANT-SENATE OFFICE BUILDING-NIGHT

BAIL ORGANA, in his open Cockpit Speeder, flies along next to the roof eave of the huge Senate Building. He slows and moves closer to a long row of recessed lights. Suddenly YODA falls out of one of the light recesses and lands in the Speeder. BAIL guns it and heads away from the Senate Building.

211 INT. CORUSCANT-BAIL ORGANA'S SPEEDER-NIGHT

YODA straightens himself out.

YODA: Into exile I must go. Failed, I have.

YODA and BAIL fly into the traffic of the city.

212 EXT. MUSTAFAR-COLLECTION PANELS-DAY

OBI-WAN realizes he is getting very close to the edge of the lava falls. He grabs a rope and leaps from the collection arm. ANAKIN follows.
ANAKIN and OBI-WAN continue their sword fight hanging from cables as they swing past each other.

213 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

C-3PO carefully lifts PADME into his arms. R2-D2 nervously looks on. BEEPING.

C-3PO: I am being careful. I've got a good hold on her, but . . . I'm worried about my back. I hope it's able to hold up under this weight.

C-3PO carries PADME into the Naboo Skiff.

214 EXT. MUSTAFAR-COLLECTION PANELS-DAY

From their cables, ANAKIN and OBI-WAN both spot something that causes them to stop fighting. The lava river ahead drops off in a tremendous lava fall.

SNAPPING AND METAL GROANS are heard as the main part of the collector starts to break away and move toward the lava fall. OBI-WAN looks around and sees a small floating platform making its way toward the tower.

OBI-WAN does a double hack-flip and lands squarely on the floating platform. He immediately leans to one side and moves away from the tower.

ANAKIN realizes he is doomed as the entire tower heads for the falls. In the distance he sees some CONSTRUCTION DROIDS. He swings back to the tower, climbs up and makes a running leap and miraculously lands on A WORKER DROID. The DROID is confused and chatters to his CO-WORKER. The giant collector goes over the lava flow and disappears in the mist of sparks below.

OBI-WAN heads for the bank of the lava river, but Anakin's DROID is faster. He catches up with his old Master.

OBI-WAN and ANAKIN continue the swordfight. They battle away, balancing on the tiny platform and puzzled DROID. ANAKIN, standing on the Droid, approaches OBI-WAN on the work platform.

OBI-WAN: I have failed you, Anakin. I was never able to teach you to think.

ANAKIN and OBI-WAN confront each other on the lava river.

ANAKIN: I should have known the Jedi were plotting to take over . . .

OBI-WAN: From the Sith!!! Anakin, Chancellor Palpatine is evil.

ANAKIN: From the Jedi point of view! From my point of view, the Jedi are evil.

OBI-WAN: Well, then you are lost!

ANAKIN: This is the end for you, My Master. I wish it were otherwise.

ANAKIN jumps and flips onto OBI- WAN's platform. The fighting continues again until OBI-WAN jumps toward the safety of the black sandy edge of the lava river. He yells at Anakin.

OBI-WAN: It's over, Anakin. I have the high ground.

ANAKIN: You underestimate my power!

OBI-WAN: Don't try it.

ANAKIN follows, and OBI-WAN cuts his young apprentice at the knees, then cuts off his left arm in the blink of an eye. ANAKIN tumbles down the embankment and rolls to a stop near the edge of the lava.

ANAKIN struggles to pull himself up the embankment with his mechanical hand. His thin leather glove has been burned off. He keeps sliding down in the black sand.

OBI-WAN: (continuing) . . . You were the Chosen One! It was said that you would, destroy the Sith, not join them. It was you who would bring balance to the Force, not leave it in Darkness.

OBI-WAN picks up Anakin's light saber and begins to walk away. He stops and looks back.

ANAKIN: I hate you!

OBI-WAN: You were my brother, Anakin. I loved you.

ANAKIN'S clothing blows into the lava river and ignites. Suddenly ANAKIN bursts into flames and starts SCREAMING.

215 INT. MUSTAFAR-VOLCANO EDGE-DAY

OBI-WAN looks in horror as ANAKIN becomes engulfed in flames. OBI-WAN can't watch him as he struggles to climb the embankment, covered in flames.

He runs back to Padme's ship as ANAKIN drops, smoldering, near the top of the lava pit.

216 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

OBI-WAN makes his way to the SKIFF. He looks for Padme. THREEPIO sticks his head out the door of the SKIFF.

C-3PO: Master Kenobi! We have Miss Padme on board. Please, please hurry. We should leave this dreadful place.

OBI-WAN runs on board the Naboo Skiff.

217 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

PADME lies on a cot or bed inside the ship. OBI-WAN walks over and checks on her.

PADME: Obi-Wan? Is Anakin all right?

OBI-WAN looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness. ARTOO watches over her.
OBI-WAN rides in the co-pilot's station. He sits looking pensive. THREEPIO drives.

218 EXT. MUSTAFAR-VOLCANO EDGE-DAY

ANAKIN crawls up the bank, his body smoking. A shuttle flies overhead and lands.

219 EXT. MUSTAFAR-LANDING PLATFORM-IMPERIAL SHUTTLE-DAY

An Imperial Shuttle closes its wings and settles on the highest of the Mustafar Landing Platforms. A PLATOON OF CLONE TROOPERS exits the craft, followed by DARTH SIDIOUS.

220 INT. MUSTAFAR-VOLCANO PIT-DAY

DARTH SIDIOUS walks in front of the CLONE TROOPERS on his way to get to Anakin at the edge of the lava pit.

221 EXT. MUSTAFAR-VOLCANO PIT-DAY

DARTH SIDIOUS discovers what remains of ANAKIN and checks him out. He turns to the CLONES.

DARTH SIDIOUS: Anakin! Anakin! There he is. He's still alive. Get a medical capsule, immediately.

CLONE CAPTAIN: Yes sir. Right away.

Several of the CLONES rush off as DARTH SIDlOUS puts his hand on ANAKIN's forehead.

222 INT. POLIS MASSA-OBSERVATION DOME-NIGHT

On the isolated asteroid of Polis Massa, YODA meditates.

YODA: Failed to stop the Sith Lord, I have. Still much to learn, there is ...

QUI -GON: (V.O.) Patience. You will have time. I did not. When I became one with the Force I made a great discovery. With my training, you will be able to merge with the Force at will. Your physical self will fade away, but you will still retain your consciousness. You will become more powerful than any Sith.

YODA: Eternal consciousness.

QUI-GON: (V.O.) The ability to defy oblivion can be achieved, but only for oneself. It was accomplished by a Shaman of the Whills. It is a state acquired through compassion, not greed.

YODA: . . . to become one with the Force, and influence still have . . . A power greater than all, it is.

QUI-GON: (V.O.) You will learn to let go of everything. No attachment, no thought of self. No physical self.

YODA: A great Jedi Master, you have become, Qui-Gon Jinn. Your apprentice I gratefully become.

YODA thinks about this for a minute, then BAIL ORGANA enters the room and breaks his meditation.

BAIL ORGANA: Excuse me, Master Yoda. Obi-Wan Kenobi has made contact.

223 EXT. MUSTAFAR-LANDING PLATFORM-DAY

The CLONES have placed ANAKIN in a medical capsule. They float the wounded Sith Lord into the belly of the IMPERIAL CRUISER. DARTH SIDIOUS follows the capsule into the ship. The ship takes off.

224 EXT. POLIS MASSA-LANDING PLATFORM-NIGHT

OBI-WAN lands the Naboo Cruiser on the landing platform of the isolated post of Polis Massa. YODA and BAIL ORGANA, along with a FEW GROUND CREW, are waiting as the ramp lowers and OBI-WAN emerges, carrying the unconscious PADME in his arms, followed by ARTOO and THREEPIO.

BAIL ORGANA: We'll take her to the medical center, quickly.

225 EXT. LANDING PLATFORM-CORUSCANT-IMPERIAL REHAB CENTER-DAY

The shuttle lands. DARTH SIDIOUS and CLONE TROOPERS leave the shuttle. ANAKIN's body is carried along in a floating medical capsule.

226 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

POLIS MEDICS work, on PADME in an operating theater. OBI-WAN and one of the MEDICAL DROIDS enter an observation room where BAIL and YODA are waiting.

MEDICAL DROID: Medically, she is completely healthy. For reasons we can't explain, we are losing her.

OBI-WAN: She's dying?

MEDICAL DROID: We don't know why. She has lost the will to live. We need to operate quickly if we are to save the babies.

BAIL ORGANA: Babies??!!

MEDICAL DROID: She's carrying twins.

YODA: Save them, we must. They are our last hope.

The MEDICAL DROID rushes back to the operating room. ARTOO and THREEPIO watch, greatly puzzled. ARTOO BEEPS.

C-3PO: It s some kind of reproductive process, I think.

227 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

ANAKIN, in the medical capsule, is lifted onto a table in the Rehab Center. DROIDS go to work on him. ANAKIN has new legs and a new arm.

228 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

The TWINS are being delivered as BAIL ORGANA, YODA, ARTOO, and THREEPIO watch. OBI-WAN is in the operating theater with PADME. He takes her hand.

OBI-WAN: Don't give up, Padme.

PADME winces from the pain. The MEDICAL DROID is holding the BABY.

MEDICAL DROID: It's a boy.

PADME: Luke . . .

PADME can only offer up a faint smile. She struggles to touch the baby on the forehead.

MEDICAL DROID: ... and a girl.

PADME: . . . Leia.

R2-D2, THREEPIO and BAIL ORGANA watch from an adjoining space.

229 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

VADER, dressed in his black body armor, lies on the table. Nose plugs are inserted and the mask drops from above, sealing tightly. The helmet is fitted and VADER begins breathing.

230 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

OBI WAN leans over PADME and softly speaks to her.

OBI-WAN: You have twins, Padme They need you . . . hang on.

PADME: I can't . . .

PADME winces again and takes OBI-WAN's hand. She is holding Anakin's japor snippet.

OBI-WAN: Save your energy.

PADME: Obi-Wan . . . there . . . is good in him. I know there is ... still . . .

A last gasp, and she dies. Obi-Wan studies the necklace.

231 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

DARTH SIDIOUS hovers around the periphery of a group of MEDICAL DROIDS who are working on ANAKIN. DARTH SIDIOUS paces in the foreground. A DROID approaches the Dark Lord.

MEDICAL DROID: My Lord, the construction is finished ... he lives.

DARTH SIDIOUS: Good. Good.

The DROID moves back to the table where DARTH VADER lies. The table begins to move upright. DARTH SIDIOUS moves in next to DARTH VADER.

DARTH SIDIOUS: (continuing) Lord Vader, can you hear me?

DARTH VADER, with his dark mask and helmet, moves up into the frame until he is in a CLOSEUP.

DARTH VADER: Yes, My Master.

DARTH VADER looks around the room.

DARTH VADER: (continuing) Where is Padme? Is she safe, is she all right?

DARTH SIDIOUS moves closer to the half droid/half man.

DARTH SIDIOUS: I'm afraid she died. ... it seems in your anger, you killed her.

A LOW GROAN emanates from Vader's mask. Suddenly everything in the room begins to implode, including some of the DROIDS.

DARTH VADER: I couldn't have! She was alive! I felt her! She was alive! It's impossible! No!!!

VADER SCREAMS, breaks his bonds to the table, and steps forward, waving his hands, causing objects to fly around the room. SIDIOUS deflects the objects, but some of the DROIDS aren't so lucky. VADER'S PAINFUL SCREAMS echo throughout the Center.

232 EXT. NABOO-ALDERAAN STARCRUISER

BAIL ORGANA's Starcruiser approaches the city of Theed.

233 INT. ALDERAAN CRUISER-CONFERENCE ROOM

BAIL ORGANA, YODA, and OBI-WAN sit around a conference table.

YODA: Pregnant, she must still appear. Hidden, safe, the children must be kept.

OBI-WAN: We must take them somewhere the Sith will not sense their presence.

YODA: Split up, they should be.

BAIL ORGANA: My wife and I will take the girl. We've always talked of adopting a baby girl. She will be loved with us.

OBI-WAN: And what of the boy?

YODA: To Tatooine. To his family, send him.

OBI-WAN: I will take the child and watch over him. Master Yoda, do you think Anakin's twins will be able to defeat Darth Sidious?

YODA: Strong the Force runs, in the Skywalker line. Hope, we can . . . Done, it is. Until the time is right, disappear we will.

BAIL leaves the conference room. YODA stops OBI-WAN.

YODA: (continuing) Master Kenobi, wait a moment. In your solitude on Tatooine, training I have for you.

OBI-WAN: Training??

YODA: An old friend has learned the path to immortality.

OBI-WAN: Who?

YODA: One who has returned from the netherworld of the Force to train me . . . your old Master, Qui-Gon Jinn.

OBI-WAN: Qui-Gon? But, how could he accomplish this?

YODA: The secret of the Ancient Order of the Whills, he studied. How to commune with him. I will teach you.

OBI-WAN: I will be able to talk with him?

YODA: How to join the Force, he will train you. Your consciousness you will retain, when one with the Force. Even your physical self, perhaps.

234 INT. ALDERAAN STARCRUISER-HALLWAY- SPACE

BAIL ORGANA, followed by ARTOO and THREEPIO, approaches CAPTAIN ANTILLES and TWO CREW MEMBERS.

BAIL ORGANA: Captain Antilles.

CAPTAIN ANTILLES: Yes, Your Highness.

BAIL ORGANA: I'm placing these droids in your care. Treat them well. Clean them up. Have the Protocol Droid's mind wiped.

C-3PO: Oh, no.

235 EXT. NABOO-MAIN SQUARE-DAWN

SIO BIBBLE walks with other MOURNERS.
LARGE CROWDS line the street as a flowered, covered coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS AND FAMILY
ATO DIGNITARIES follow the casket.
PADME's hand clutches the japor snippet.

236 EXT. DAGOBAH-DAY

A small escape pod hurls toward the swamp planet and disappears in the mist. The pod has landed, and YODA descends the ramp, surveying the unfamiliar terrain.

237 EXT. IMPERIAL STAR DESTROYER-SPACE

A Star Destroyer is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the EMPEROR and GOVERNOR
TARKIN.

DARTH VADER walks along the bridge to join the EMPEROR and GOVERNOR TARKIN. The camera PANS to reveal the huge frame
structure which is the beginning of the DEATH STAR.

238 EXT. ALDERAAN-STARCRUISER-SPACE

The ship approaches the surface of Alderaan.

239 EXT. ALDERAAN-LATE AFTERNOON

The QUEEN OF ALDERAAN sits on a balcony looking out over the awesome mountains of Alderaan. BAIL ORGANA brings a small baby to her. She takes her and rocks her.

240 EXT. TATOOINE-SUNSET

OBI-WAN rides up to the moisture farm homestead on an EOPIE. He dismounts, takes the BABY out of a papoose on his back, and walks toward AUNT BERU, who walks over to greet him. They talk for a moment, and OBI-WAN turns the baby over to the young homesteader. AUNT BERU walks to UNCLE OWEN who is standing on the ridge near the homestead. OBI-WAN leaves as OWEN, BERU, and the BABY watch the twin suns set.

IRIS OUT. END TITLES.; November 19, 2008 at 3:43 PM
Anonymous said...: Mr. Wikipedia I can read your mind!

HA!

I am predicting that you say you belive in Bob, But in your mind, you think he's a phoney!!!!!!!

Merchant; November 23, 2008 at 9:19 AM

Tuesday, November 18, 2008

Mr. Wikipedia II

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