Glen's Star Wars Prequels


So, here are some of my thoughts on how I would have had them do the prequels to Star Wars. Inspired in the AHC: Star Wars Episode I is Good thread, and by many of the comments from there. I have had enough interest, and this particular tack is different enough potentially from the OP, that I felt it should be in a different thread. I'd like to work on and off on fleshing this out a bit, seeing how it could have actually come to pass IOTL, and who we might see involved in making these prequels.

First, older Anakin, who really is the best fighter pilot out there. No offense to Liam, but get rid of Qi-Gonn, he's superfluous. Make Obi-Wan a full Jedi from the beginning. Have him 'discover' Anakin when he is assigned as a pilot for Obi-Wan's mission to Amadala. Do not have R2 and C-3PO! As much as I enjoy them, their appearance here really is just beyond credulity. Agree that the Clone Wars should already be ongoing, and to get rid of any Droid Armies (again, superfluous). Also get rid of that whole thing where there are only two Sith at any one time - it's silly and basically they violate it regularly in the series of movies anyway.

I would do away with the whole slavery subplot point - it is distracting. I'd like to find out that Anakin was a restless youth, dreaming of bigger and better things than his homeworld could offer. Have him run away from home to space, and not go back. He finds out years later that his mother was murdered, and feels guilty that he never saw or spoke to her again. That will give you some issues!

I can see my Anakin as a hotshot pilot, arrogant and cocksure, always having to prove that he is the best of the best. The other pilots all are in awe of him, but none are close to him. They all know and comment on his unexplainable 'luck' (using the Force unconsciously to augment his outstanding piloting skills to take them to unheard of levels). Obi-Wan is the first Jedi to meet him when Anakin is assigned as his pilot for Obi-Wan's mission to Naboo, and is floored by his strength in the Force, and begins his education on what the Force is and even teaches him a few rudimentary elements during the course of the first movie, when they rescue Amadala from invading Clone Warriors, Clone Assassins (clones of the target's friends or family programmed to kill) and even Darth Maul (agree with assassination rather than kidnapping). Get rid of the whole body double/handmaiden act - it's too convoluted and again adds nothing to the story. Oh, and have the Clone Army SUCCEED in occupying Naboo (with some directives from a shadowy patron)! Don't have Darth Maul die in the first film, just have him thwarted. Have Anakin impressed with the older, self assured Queen Amadala, who is sooo out of his league technically, but cocksure Skywalker goes after her anyway, and she is amused, but puts him off throughout the first film. Maybe have a bit of a triangle with Obi-Wan also clearly attracted to the Queen, but due to being a Jedi, on a mission, and more respectful of their difference in status, doesn't pursue her. If we must have a comic relief character, we can bring in Jar Jar Binks, but make him a more shady (and competent) character. More of a sly, lovable rouge that everyone underestimates. The end of the first movie sees Amadala delivered safely to Coruscant, and Obi-Wan present Anakin to the Jedi Council, which can include Qui-Gonn (but not as Obi-Wan's master - that is Yoda!), Count Dooku, Mace Windu, and Yoda. After the meeting, Yoda tells Obi-Wan that he believes that Skywalker is too old to properly learn to be a Jedi. Obi-Wan disagrees with him, pointing to the rapid progress he has already made, cites the dwindling number of Jedi, and pledges to take it upon himself. Yoda warns that while great promise there is in Skywalker, great danger there is as well if he does not master his feelings and ambitions. You could still name this "The Phantom Menace" But I would actually prefer flipping titles, naming this first prequel "The Clone Wars", and the next episode "The Phantom Menace". This first episode is really a rip-roaring adventure and intro for our main characters and the universe of the Republic, with only a little foreshadowing of things to come.

I could see the second prequel being where the real character development happens. Note that only probably a year or two have passed between episodes. Obi-Wan has been assigned for most of that time as a general to King Bail Organa of Alderaan, the latest world threatened by the Clone Armies, with Anakin assigned as his padawan and aide. Obi-Wan finds Anakin a quick study, too quick, and often Skywalker pushes to increase his power, rather than study restraint. This is starting to cause some strain between the two. On the other hand, Anakin as his personal driver and bodyguard has helped Obi-Wan avoid many clone assassination and other attempts to kill the Jedi General. The opening will be of General Kenobi leading the Alderaans to victory, perhaps punctuated by a strike on their mothership led by Skywalker. We see the leaders of the Clones on the ship reporting their dire straits to a mysterious cloaked hologram who notes that their sacrifice is but one piece of his masterplan before they are destroyed.

After, Obi-Wan and Anakin are recalled to Coruscant after their victories to help plan for the liberation of Naboo. This of course brings back Amadala and Binks into the picture. It turns out that Binks has become a spy for the Naboo resistance, smuggling in weapons and instructions for the resistance, then smuggling out people and intelligence for the Queen's government in exile. He is still a bit comedic and tries to make people think him the fool, but anyone who knows Binks' work knows this is a front. It is clear that the relationships between Amadala, Obi-Wan, and Anakin have changed. Obi-Wan and Amadala are now more of comrades-in-arms. The rakish Anakin has secretly won the heart of the Queen, as clearly shown anytime they are alone. There is a clear and powerful hunger for this woman in Skywalker (you can read into that what you want, Glass Onion). However, their difference in station, as well as his padawan status, makes it socially and politically unacceptable for them to come out public.

We also meet again in Coruscant Count Dooku of the Jedi Council, who cultivates a friendship with Anakin, acting as a sounding board and sympathetic ear for Anakin's frustrations with the restrictions being placed on him in his training by Obi-Wan, and societally about Amadala. Dooku offers to supplement his training in secret, and introduces him to the newly elevated Chancellor of the Republic, Palpatine. Dooku teaches Anakin techniques that he claims Anakin must keep to himself as they are 'too advanced' for his padawan status and both of them would be in serious trouble if it were revealed that he had advanced his training this far.

The liberation of Naboo begins, with Queen Amadala insisting to go with General Kenobi in the first wave. Count Dooku has also gotten himself assigned to the liberation. Of course, Anakin and Jar Jar accompany them both. Their initial landing on the planet goes well. Amadala and Anakin slip off to celebrate alone when they are caught alone by Darth Maul. A big light saber duel breaks out between Anakin and Maul. Maul actually cuts off Anakin's hand, and it seems that he will defeat Skywalker when uses the Force to squeeze the life out of Maul. Obi-Wan arrives on the scene to see this last part, stunned. Obi-Wan yells at Anakin that he has used the Dark Side of the Force to kill, demanding to know where he has learned such foulness. Amadala is confused, and at the mention of the Dark Side, clearly nauseated. Anakin runs into the night. However, he does not run idly, but to Count Dooku's camp.

Dooku has his medical droid see to Anakin's stump while they talk. Dooku admits to Anakin that the advanced techniques he has taught Anakin are those of the Dark Side of the Force, taught to him by his Master, Darth Sidious. By defeating Maul in battle with the Dark Side of the Force, Anakin has clearly shown he no longer is a padawan, but ready to embark on the next stage of his training - as a Sith! Anakin is angry, to which Dooku just smiles, taunting him to renounce the powers he has taught Skywalker. Anakin falls silent, disgusted and unsure how to proceed, when Obi-Wan emerges from the shadows, having successfully tracked down Anakin and disguising his presence from him and Dooku. Now it is Obi-Wan and Dooku who engage in a deadly duel, while Anakin watches, stunned. Kenobi defeats Dooku, and Anakin runs, Obi-Wan calling out for him to stop. But Anakin is running on pure instinct now, heading for the fighters. Binks is there, blocking his access to his personal fighter, demanding Anakin stop. Skywalker simply flicks his light saber out and cuts Binks in half, jumping into his fighter. He gives a last look back at the lifeless Jar Jar, a look of mingled disgust and fear on his face. He sees Obi-Wan entering, and takes off into space.

Obi-Wan follows commands another pilot to take him up in a larger ship (Obi-Wan isn't a pilot - why else would he need Anakin). Kenobi keeps trying to reach out on the radio and the force to Skywalker, telling him to turn back. Anakin yells angrily that there's no turning back now, not from this. Obi-Wan wants to deny it, but isn't certain that there is. A clone fighter squadron moves to intercept, while a Republic unit moves to counter at General Kenobi's command. The one on one chase continues actually through a space dogfight. Both Clone ships and Republic Ships fire at the frantically evading ship of Skywalker. They begin to approach the sun of Naboo. As the heat rises to too much for the other ships, they peel off. Obi-Wan tells Anakin that it is too close, that even Anakin can't pull out of such a close approach unless he stops now, and that to enter hyperspace so close would be insane. Anakin laughes, reminding Kenobi that he may have down everything else wrong, but he is still the best pilot in the Galaxy. However, as he throws his ship into a wild turn away and sets it for hyperspace, his ship systems overload and we see the cockpit filling with flame, held at bay only by a bubble of the Force, even as Anakin's flesh begins to melt. The ship winks out of normal space.

Obi-Wan feels a great disturbance in the Force, as does Yoda all the way on Coruscant. So does a cloaked figure.

Obi-Wan returns to the surface of Naboo, and gives Amadala the sad news, believing Anakin must be dead. They bury Jar Jar in a hero's grave for his service to Naboo, but there is also a tear or two for lost Anakin.

In deep space, we see the charred wreck of Anakin's fighter as a large, dark clone ship approaches and tractors it into their landing bay. A cloaked figure approaches the steaming mass of flesh that is once handsome Anakin. "You called out to the Dark in your pain and fear. Do you want to live?"

Charred lips form the word, "Yeessss..."

"Then pledge yourself to the Dark Side of the Force, call me master, and the Dark Side shall sustain your life."


"You are mine now."

Revenge of the Sith starts almost nine months after the second prequel with a very worried Jedi Council on Coruscant. The Clone Wars have shifted once again. Where the Republic was on the offensive up to Naboo, now it seems like the Clones are pressing further on new fronts. More disturbing is that several of the never sufficient Jedi Knights have disappeared. Master Windu is assigned to investigate the disappearances. Master Yoda notes that their investigations into the turning of Count Dooku to the Dark Side has not gotten far, and assigns Master Qi-Gonn to further investigate how Count Dooku was turned to the Dark Side. Chancellor Palpatine and Master Yoda see them off on their missions.

Qi-Gonn travels to Naboo to interview Queen Amadala and Obi-Wan Kenobi. He is told that the Queen is in seclusion and will see no one but Kenobi. However, Obi-Wan briefs him on everything he knows, which admittedly is not much. Qi-Gonn asks him how the Queen is, and he tells him that she is still stunned by the turn of events, that she and Skywalker were secretly lovers. Qi-Gonn notes that there have been too many secrets. Kenobi adds that this Darth Sidious that Dooku spoke of has to be the key. After Master Qi-Gonn departs, we see Obi-Wan enter the private quarters of Amadala, relating to her his conversation, then reminiscing about Anakin. We pointedly never see Amadala.

Master Windu follows the trail of disappeared Jedi, becoming more convinced that they have been killed. On a desolate world he is ambushed by clone warriors led by a dark armored figure. Mace Windu's fight for his very life is a dramatic scene, and he manages to barely escape with his life, and a name - Darth Vader.

More planets fall to the clones, and the latest battleground is the home of the Wookies. Master Yoda himself pledges to travel to that front to lend his aid in stopping the clone onslaught.

Chancellor Palpatine calls for an emergency meeting of the Senate. Amadala appoints Obi-Wan to go as her emissary. He arrives to find the Senate on the verge of voting on a monumental emergency powers bill that will empower the Chancellor to use any and all means to end the Clone Wars. While Palpatine is a popular figure, Obi-Wan speaks for caution in the Senate of setting the precedent of giving any one being that much power. However, he is drowned out by those in favor of the bill. He reports to the Jedi Council after the vote, but learns that Yoda is on the Wookie homeworld. However, Master Windu has returned with grave news of the new Sith threat, Darth Vader. Obi-Wan feels a chill at the mention of the name, a disturbance in the Force that none of the others seem to share. He shares this with Master Windu, but can not explain it.

Meanwhile, Master Qi-Gonn's trail through some of the more exotic parts of the Republic, including Clone occupied territory, has led him back to Coruscant. As incredible as it may seem, his investigations have led him to believe that somehow Darth Sidious is here, on the Capital World. He too reports to the Jedi Council. Master Windu asks Obi-Wan to relate to Master Qi-Gonn his presentiment at the name Vader, wondering if the two Sith may be connected somehow. Alarmed by the news of yet another Sith, one who seems to be so successfully eliminating Jedi, and the idea that another might be perched in the very heart of the Republic, the Jedi Council send Obi-Wan to the Wookie homeworld to retrieve Master Yoda and fill him in on the investigations of Windu and Qi-Gonn as well as the vote on the Emergency Powers for the Chancellor.

We see Yoda and a recently arrived Obi-Wan help lead the Wookies to a victory on their world, and Obi-Wan shares his news with the old Jedi Master. Yoda notes that there must be some connection between Obi-Wan and this new Sith for him to have such a reaction, and that they must return to Coruscant at once, so that Kenobi can join in Master Windu's search, and Yoda can assist Master Qi-Gonn.

Master Qi-Gonn is leading the council in Master Yoda's absence when Chancellor Palpatine announces that the only way to fight fire is with fire, and an army of white clad stormtrooper clones are unveiled in the Capital. Master Qi-Gonn protests on behalf of the Jedi, noting that clones are a perversion of life and the Force. He demands a private audience with Chancellor Palpatine which is granted. The doors close on their private meeting.

Master Yoda and Obi-Wan arrive back at the Capital and are greeted by Master Windu. Mace is concerned because now Master Qi-Gonn has disappeared, and he fears the worst. Yoda, Windu, and Obi-Wan retrace his steps using their combined Force, and find his path was obscured by the Dark Side. However, they find that it leads to the Chancellor's office. Obi-Wan speculates that perhaps Darth Sidious is someone high placed in the Chancellor's office. The three demand a meeting with the Chancellor. He states he is busy, but the three, now convinced that Qi-Gonn went into the Chancellor's office, demand entrance. They are barred by Stormtroopers, but they are easily bent to the will of the three Jedi. They confront the Chancellor who states he had a meeting planned with Master Qi-Gonn, but that he never arrived. The other two turn to leave, but Yoda holds still as a rock, "The Dark Side hides you not, Sith." Mace and Obi-Wan are shocked by this pronouncement. "Well, I knew I couldn't fool you forever, Master Yoda - just long enough to destroy your precious Republic. I shall bring order to the Galaxy and end this conflict!"

The Chancellor pulls his own light saber. Windu activates his light saber but a figure walks out of the vestibule, Vader, and slices through his hand holding the light saber. Windu uses the Force to have the light saber fly to his other hand and blocks Vader's next blow off-hand. Obi-Wan goes to assist Master Windu, but Yoda yells for him to summon help while he and Windu hold the Sith here. The Chancellor taunts the Jedi that he will have them join Qi-Gonn and the other Jedi in death. The fight spills out into the halls.

Obi-Wan tries to enter the Jedi Council chamber, but is thwarted initially by stormtroopers. He deals with one with the Jedi mind trick, but the other is hardier and has to be slain with his light saber. He enters a chamber in ruins with blood of various colors still evident. He runs back to join the fight.

The two dueling pairs become separated. We see some incredible fighting between Yoda and Palpatine. In the meantime, we see Windu score a strike or two glancingly against Vader, but is slain just as Obi-Wan finds them. It is now Kenobi's turn to face him. As they spar, Obi-Wan seems to be getting a feeling, a feeling of familiarity. "I've seen this swordsmanship before. Anakin?"

"Anakin Skywalker is dead. Now there is only Darth Vader."

"No, Anakin, it is you, I can sense it."

"Nothing remains of that Padawan of yours, Obi-Wan. I serve my master, Darth Sidious."

"Anakin, don't do this, search your feelings. Surely, surely you would want Padme to know you are alive."

"No! I am dead to her. There is no way she could love the face under this mask. Now I have only the Power of the Dark Side."

Seeing an opening, Obi-Wan strikes Vader's sword arm, severing it. However, all we see are wires at the end, "You will have to do better than that to defeat me, Jedi." Obi-Wan is pushed by the power of the force over a parapet, barely managing to direct his fall to a lower balcony. Both of them look up, however, as another disturbance in the Force is felt.

The fierce fight between Palpatine and Yoda has become elemental. Both have lost their light sabers. Dark Force Lightning is slowly destroying Yoda, but at a terrible cost to Palpatine's flesh. We hear one of Yoda's legs crack under the assault. At the last minute, he leaps into a trash chute to escape.

Yoda uses the force to call out to Obi-Wan, who joins him in escape. Obi-Wan informs him that Master Windu was slain. Master Yoda tells Obi-Wan that he can sense no other Jedi on Coruscant, and that today the Sith have won, and they must flee if there is to be any hope of resistence. Yoda sends out a message for the few remaining Jedi in the Galaxy to hide. As they travel through space, they receive an announcement that the Jedi order has been disbanded as enemies of the Republic who have attempted to assassinate the Chancellor over his policies.

Obi-Wan takes the now lame Yoda to Naboo to retrieve the Queen. He reveals to him the secret she has kept from her people - she is in the last stages of pregnancy with the twin children of Skywalker. Yoda tells them that these children will be strong in the Force, too strong to hide from Darth Sidious if they remain together. They must be separated, protected, so that the Sith will not claim them for their own. Obi-Wan is charged with keeping them safe while Yoda goes into hiding - he is too recognizable to serve as guardian for either. However, before they part, Yoda must teach Obi-Wan a new Force power that Master Yoda only recently discovered, one that will allow them to continue their duties to the Light Side of the Force, even beyond death - which may prove necessary if no other Jedi survive.

We see a montage of Vader hunting down and killing hidden Jedi as the Chancellor announces an end to the Clone Wars and the formation of a new Galactic Empire. We see Queen Amadala in plain clothes with one baby in her arms walking into the home of King Organa of Alderaan. Finally, we see Obi-Wan on the desert world of Tattoine, approaching his brother, Owen Lars, a babe in arms.


Well, the last episode may be a bit too jumping about and not enough focus on Obi-Wan, but I felt we needed to see more of Qi-Gonn and Windu as people we care about, root for, who then die, to make the loss of the Jedi more real. Still, I have to say I like this version of the prequels A LOT better than OTL. Next up, casting this alternate version.

First Script, in progress:

Remember, each one of these script posts have new material!

I shall endeavor to show changes in bold, at least the first time round, from here on out.

A vast sea of stars serves as the backdrop for the main title, followed by a roll up, which crawls up into infinity.

A long time ago in a galaxy far, far away....


Episode I

It is a time of continuing
strife for the Galactic
Republic. Cloning was
outlawed throughout
the Republic as an
abomination to the
Force at the urging
of the Jedi Council.

The breakaway Clone
Masters have fought a
series of wars against
the Republic. The Clone
Wars have now spread
to the planet of Utapau,
home of the Naboo and

The Supreme Chancellor
of the Galactic Republic
has requested that the
Jedi Council send a
JEDI KNIGHT to rescue
from the planet Utapau
the Queen of the Naboo,
Padme Amidala, and
will provide a fast
transport and pilot for
the mission....


The scene is a view of two space fighter groups aboout to engage on the outskirts of the Koensayr Obital Facility. The defending fighters, Z-95 Headhunters, all carry the mark of the Republic Starfighter Corps. All the Republic pilots are in flight suits and wearing helmets. The attacking fighters are clone starfighters.


PANAKA: All wing leaders report in.


XELBREE: Orange Leader standing by.


SEBULBA: Violet Leader standing by.


ANAKIN: Red Leader standing by.


PANAKA: Lock into attack position and engage.

The two groups engage, passing through one another firing. Several of the clone fighters are destroyed, as are some Republic fighters, but many more continue on towards the Orbital Facility. The Republic fighters pursue, picking off several more clone fighters, but then have to weave and bob around and through the Koensayr complex in their fight against the attacking clone fighters. A number of Republic fighters and clone fighters are being destroyed or damaged by the clones, the occasional ship hurtling off into space. One of the Republic ships has a glancing hit on part of the Koensayr superstructure, causing a wing to crumple and sparking electric fires throughout the revealed wiring beneath. But there is a Republican fighter in the battle that dances through the fight as if none of the other ships were there, insane maneuvers that literally seem to blur.


ANAKIN: Red Three, watch yourself. You have two coming in from the right.


RED THREE: I see them, Red Leader.


ANAKIN: Red Three, I have the outer one.


RED THREE: Copy, Red Leader. Turning to engage.

Red Three's starfighter makes a tight turn to the right, shooting at the closest clone fighter, while Anakin's starfighter comes up from outside of the two clone fighters, picking off the outer one with laser fire.


ANAKIN: Scratch two more bogies.


PANAKA: Looks like they are starting to break off. Orange Leader, follow until they are out of range, then return. All other leaders reform your wings on me and report in.


More and more clone fighters begin to peel away from the facility, with a group of four keeping tight formation as they head straight out.


ANAKIN: Negative, Gold Leader. They're up to something. Red wings, form on me as you are able, and try to keep up.


Panaka says, under his breath while shaking his head.

PANAKA: Skywalker.

He says louder into the comm system.

PANAKA: Red Leader, cut off pursuit. I say again, stop pursuit. Leave them for Orange Leader.


The four clone fighters in tight diamond formation abruptly turn together 180 degrees and rapidly begin accelerating directly for the platform.


ANAKIN: It's a suicide run. They're all going to ram. All fighters fire on those four clones!


Anakin's starfighter rushes headlong to intercept the four clone fighters, the other red wing fighters a distance behind him. He is able to pick off one clone fighter with his laser cannon. The three remaining fighters begin corkscrewing around one another but still rushing towards the slowly growing Koensayr Orbital Facility. Another shot takes out the clone fighter furthest back. Anakin's course is now crossing their own and he takes out a third with a flurry of fire. His star fighter starts a rapid turn.


COMPUTER VOICE: Warning, torque force exceeds structural integrity standards, take corrective action immediately.

Anakin responds aloud through gritted teeth.

ANAKIN: Don't tell me what I can do with my ship!


Just as Anakin's ship is completing its extremely sharp turn, a laser cannon from another fighter takes out the last clone ship mere moments before it would have impacted the Koensayr Orbital Facility.


ANAKIN: About time you caught up, Orange Leader.


SEBULBA: We were here when needed. Get back to Gold Leader.


PANAKA: Red Leader, form up your wings and return to formation. I need a count on your losses.


Anakin responds more soberly than his previous tone.

ANAKIN: Yes, sir, Gold Leader.


Cut away to Anakin's starfighter as it skims the surface of the ship, his wings behind him in formation, at the last minute, popping up to pull into the landing bay.


Anakin brings his ship to an abrupt halt. A number of service droids move to the ship to secure and refuel it. The cockpit opens revealing the pilot in a Republic Starfighter Corps flight suit as he removes his helmet, revealing a young man, a crooked smile on his face.


The scene switches to a Republic Starfigher Corps locker room, with the pilots from the fight getting changed. They are all in various stages of changing out of their Republic Starfighter Corps flight suits, cleaning up, and changing into more formal military uniform. The pilots are a cross section of the races of the Galactic Republic, but with a slight preponderance of humans.

Two of the wing leaders are bantering.

SEBULBA: Can you believe that Skywalker kid? He's too green to be a wing leader, and insubordinate on top of it!

XELBREE: But he certainly has the skills to back it up. How did some farmboy from the outer rim learn to fly like that?

Another pilot, Mawhonic, also comments.

MAWHONIC: I don't think you can learn to fly like that; have to be born that way.

Skywalker strides in with a smug expression. Some of the pilots clap, cheer, and make other appreciative gestures though some obviously begrudgingly.

SEBULBA: Hail Lieutenant Anakin Skywalker, savior of Koensayr's precious orbital factory - with a little help.

ANAKIN: I would have gotten that last one, but thanks for the assist, Sebulba.

Skywalker makes a little fake bow. Sebulba makes a sour face.

XELBREE: An, you have the Sith's own luck.

Skywalker laughs.

ANAKIN: Not luck but skill....and a little natural talent.

Mawhonic nudges Xelbree, hissing.

MAWHONIC: Don't speak about old evils.

XELBREE: There haven't been any Sith for time out of mind, my superstitious friend.

Mawhonic gives him a skeptical look but remains silent.

SEBULBA: Be careful, Skywalker, or you won't be able to fit that swelled head into a flight helmet.

GASGANO: Come on, pick up the pace, or we'll be late for the briefing, and then Captain Panaka will make us late for the celebration I hear Koensayr is going to throw us in thanks!

A Wookie pilot makes a growl of agreement in the background.


Scene shifts to a massive briefing room filled with the various species of pilots now in the formal uniforms of the Starfigher Corps rather than flight suits. The briefing looks to have been going on for a while and An Skywalker, in full uniform, looks bored.

PANAKA: And two additional notes. First, you will all be glad to hear that our relief is expected to arrive tomorrow, and this unit will be rotating back to Coruscant.

A cheer rises from the room. Even Anakin looks happy about that. Panaka raises a hand.

PANAKA: Settle down. It won't be all rest and relaxation at the capital. We will be on formal patrol there. But yes, I anticipate lighter duty and some real down-time.

Panaka pauses.

PANAKA: However, Supreme Chancellor Valorum himself has requested a volunteer for a transport mission for a Jedi Knight to a location behind enemy lines. Given our redeployment orders, we will be the unit with most combat experience in Coruscant available to rendevous with Jedi Kenobi, and he has asked for one of our pilots.

Skywalker's head jerks up as does his hand.

ANAKIN: Captain Panaka, I'll fly the mission, sir!

The pilot sitting next to Skywalker, XELBREE, leans over.

XELBREE: I'm surprised a hot shot like you would take a babysitting mission like this, An.

ANAKIN: I have my reasons.

Anakin says this out the side of his mouth.

CAPTAIN PANAKA: Very well, Skywalker. Report to my office after the briefing.

Panaka pauses.

CAPTAIN PANAKA: We can talk about your new mission AND your failure to follow orders during a combat operation.

Anakin groans slightly as he is ribbed by the pilot next to him.

CAPTAIN PANAKA: The rest of you are dismissed. Skywalker, you're with me.


Captain Panaka is behind a utilitarian desk, pictures and schematics of star fighters hanging on the walls behind him. Anakin Skywalker stands at attention in front of him. Panaka shuffles through papers in silence, occassionally glaring at Anakin before going back to his papers.

PANAKA: The repair droids found microfractures throughout your starfighter from your little 'stunt' trying to turn to kill that last suicide fighter. The cost of replacement will, of course, come out of your pay, Lieutenant.

Anakin stands a little straighter at attention.

ANAKIN: Yes, sir.

PANAKA: This isn't the first, or even the third time, you've disregarded orders to pursue your own plans, always going for the kill. In fact, you seem to have made it something of a signature, haven't you, Skywalker?

ANAKIN: As the captain says, sir.

PANAKA: You ought to have been grounded a long time ago, Skywalker. I ought to at least put you on duty cleaning the heads on this ship and not going to the celebration Koensayr is throwing in our honor tonight.

Now Anakin looks a bit concerned.

PANAKA: However, the head of Koensayr has personally expressed his desire to thank you for your efforts in destroying the majority of those suicide fighters. And Koensayr is an important supplier for the Republic's military. Count yourself lucky, this time.

Now Anakin visibly relaxes.

PANAKA: Seriously, An! You ARE the best pilot I have ever seen come through the Advanced Starfighter Program. If you'd just stop pulling these reckless stunts, you'd go far.

Anakin finally looks a little apologetic.

ANAKIN: Yes, sir. Sorry, sir.

PANAKA: Anyway, at least you volunteered for the Chancellor's pet project. That will help smooth matters over. Take a seat, An.

Anakin finally relaxes and sits down.

PANAKA: Have you ever heard of Utapau?


Captain Panaka sighs.


A large ballroom with large windows overlooking space is filled with a mixture of pilots and Koensayr VIPs and their families. An alien band plays in the background. Droid waiters are circulating with exotic cocktails appetizers.

XELBREE: Where's An? Did Panaka ground him to quarters tonight for that fly-by stunt?

SEBULBA: What, Golden Boy? Hardly! He's over there.

Sebulba gestures across the room where we see Anakin Skywalker smiling and laughing in formal uniform, a human woman on either arm.

XELBREE: Force! The luck of that farmboy!

SEBULBA: He's headed over this way.

See Anakin walking his companions over to the two pilots.

XELBREE: Hello, An! Who are your friends?

ANAKIN: Ah, this delightful lady is on the staff of the Koensayr head office for starfighter development.

He gestures to the woman on his left.

ANAKIN: And this enchanting lass is from the Koensayr liaison office with Coruscant.

He gestures to the woman on his right.

ANAKIN: We've just been discussing the handling of the new Y-Wings.

XELBREE: Well, I guess you'd be the expert on handling, An.

Anakin smiles.

ANAKIN: Well, if you fellow pilots will excuse us, I was just going to slip off with these ladies for a tour of the fighter bay to go over some of the finer points of the new design. Don't wait up for me.

Anakin walks out of the gala with his companions, the two pilots watching him leave.


The scene sweeps over the capital city.


Scene shifts to a launch bay with the silvered looking "blackbird" spaceship. Anakin and the officer from the briefing are standing near to the ship. Obi-Wan Kenobi and Qui-Gon Jinn are walking into the bay.

OBI-WAN: It is kind of you to see me off on the Chancellor's mission, Master Jinn.

QUI-GON: I was motivated by more than a sentiment, Obi-Wan.

OBI-WAN: Indeed? I had wondered.

QUI-GON: I sense....something, something about Utapau and the future. It is veiled, but be on guard for....possibilities, Obi-Wan.

OBI-WAN: I see. And is that the whole of the matter, Qui-Gon?

QUI-GON: No, not even the principal matter. The Jedi Council has grown concerned that the Clone Masters have a mole somewhere highly placed in the Senate, perhaps even in the Chancellor's office. It may be that your mission is compromised before it even begins. The extraction of the Queen is important, of course, but equally important is learning anything you can should it become obvious that you are expected.

OBI-WAN: I shall do my best.

QUI-GON: I would expect no less from a former pupil of Yoda's.

As they approach the ship and the two figures standing next to it (Anakin and Panaka), the two pause.

OBI-WAN: Do you feel that, Master Jinn?

QUI-GON: Indeed. A presence in the Force, stronger than I have felt before. And if I am not mistaken, it is emanating from your pilot. You will investigate this, of course.

OBI-WAN: Of course, Qui-Gon. It should make for an interesting flight.

They continue on to the ship. Captain Panaka greets them.

PANAKA: Ah, Master Jinn. And I presume this is Obi-Wan Kenobi. Allow me to introduce your pilot, Anakin Skywalker.

Obi-Wan does a double take

OBI-WAN: Anakin? Beru Skywalker's little brother?

Skywalker gives his crooked smile

ANAKIN: The same, Obi-Wan. When I heard a knight named Kenobi would be on this mission, I knew I had to join it.

OBI-WAN: Well, this is a surprise, Anakin. We will have to catch up on the flight. You certainly have grown, in more ways than one, I think.

The officer and Qui-Gon look at each other, then at the grinning Skywalker and bemused Obi-Wan.

QUI-GON: Well, the Galaxy is sometimes a smaller place than we imagine. It is good that you two will have this opportunity to become reacquainted. May the Force be with you both.


Anakin takes the pilot's seat of the sleek military transport, telling Obi-Wan to strap in.


The ship is seen being effortlessly piloted out of the launch bay


ANAKIN: Prepping for Light-Speed translation to Hyperspace.

Anakin shown prepping for hyperspace, which they go into in short but cinematically gripping fashion as we see the star tunnel effect of entering hyperspace through the cockpit windows.


Anakin turns to Obi-Wan.

ANAKIN: It's going to be a while before we drop out of light speed near Utapau. Why don't we relax and catch up?

Anakin stands up from the pilot seat and gestures to the room immediately behind the cockpit. Obi-Wan stands up after him.

OBI-WAN: An excellent idea.

They both walk back. As they settle in the small (but larger than the cockpit) room immediately behind the cockpit, they begin to talk.

OBI-WAN: You really have come a long way, Anakin, in more ways than one. I was told that the Republic was providing the best fighter pilot in the Galaxy for this mission. Imagine my surprise when that pilot turned out to be Beru's kid brother. That is quite the coincidence.

ANAKIN: In my limited experience, there is no such thing as coincidences. And this was no coincidence at all, Obi-Wan.

Obi-Wan nods and gestures for Anakin to continue.

ANAKIN: In fact, you might say that all of this is your fault

Anakin smirks a little with the last remark.

OBI-WAN: My fault? Really? And how is that so?

ANAKIN: It's been a very long time since you were back home.

OBI-WAN: I don't think I've been back since Owen married Beru, what, ten years ago?

ANAKIN: About that. I remember you were late, and I had to go to bed before you arrived, but I snuck out and saw you in your Jedi robes. Made quite the splash in boring old Anchorhead, I can tell you! Anyway, at least you used to write us. Owen didn't care for all the stories about the Galactic Republic and the Jedi.

Obi-Wan expression becomes sardonic.

OBI-WAN: No, I would imagine not. My brother never was pleased that I left home.

ANAKIN: But he didn't stop Beru or me from reading them. I would sit for hours imaging traveling the Galaxy after reading one of your letters. I decided I wanted to do that - head out into the Galaxy in service of the Republic. So, when I got the chance, I hopped a spice freighter and headed off to space. Ran into a recruiter for the Academy, took the aptitude tests, and the rest, as they say, is history. Of course, you traveled so much, I had no idea if or when I would see you, but when I heard that a Jedi named Kenobi was on this mission, I knew I had to be as well.

OBI-WAN: So, no coincidences, eh?

ANAKIN: Nope - and it is all your fault!

OBI-WAN: Indeed.

Obi-Wan continues.

OBI-WAN: I am surpised that your sister and Owen allowed you to go off adventuring like that.

Anakin's face looks slightly sheepish.

ANAKIN: Well, I didn't exactly give them a choice.

OBI-WAN: You ran away, did you?

Anakin's face now looks plaintive.

ANAKIN: They didn't give me much choice. There was nothing left for me there. I ran, the first chance I got, and I swore I'd never go back.

Now Anakin's voice takes on an edge.

ANAKIN: And I never break an oath, Kenobi, so don't try to convince me to go back.

OBI-WAN: Oh, I believe you, Anakin. And I understand. I left home for much the same reasons, and younger than you. But I was fortunate that the Jedi found me, found my potential to use the force. Master Yoda trained me.

Obi-Wan pauses, looking at Anakin speculatively.

OBI-WAN: Perhaps he will train you, too.

Now Skywalker does a double take.

ANAKIN: What, me? A Jedi?

Obi-Wan continues, more serious than ever.

OBI-WAN: The Force is strong in you, young Anakin. Master Jinn felt it as well. Have you never noticed a connection, a feeling of oneness, with the world around you? Times when you knew, knew what to do, even if you didn't know how or why? Been able to do things that by all rights you shouldn't have been able to do?

ANAKIN: Well, I've always been lucky.

OBI-WAN: More than luck, Anakin. The Force, which flows through all life in the Galaxy.

Anakin looks off, speculatively.

ANAKIN: Sometimes, when I am flying, I....I don't feel like I am controling the ship, but that I am part of the ship, part of the sky.

Obi-Wan smiles knowingly.

OBI-WAN: Yes, the Force can make a man feel that, and more.

Obi-Wan's face now becomes serious with determination.

OBI-WAN: I will show you, on this trip, how to sense it, how to embrace it. And when the mission is done, I will take you to the Council and begin your formal training.

Anakin looks at him incredulous.

ANAKIN: Just like that? All decided?

Obi-Wan softens a bit.

OBI-WAN: Search your feelings, Anakin. You know what I say is true.

Anakin stares off, then slowly turns back to Obi-Wan.

ANAKIN: Maybe. Maybe I do.


Scene shows the glittering command ship, something between a ship and a station, hanging above the earthlike planet of Utapau, with smaller ships coming back and forth to the command ship.


Scene is now aboard the Clone Masters Command ship in orbit around Utapau.

A Saturnine figure (Darth Maul, played by Benecio Del Toro) strides into the command chamber guarded by clone warriors and containing several cowled human figures. One addresses in a smooth urbane voice the advancing figure.

GUNRAY: Lord Maul, what brings you to the Utapau system?

MAUL: Clone Master Gunray, has the Queen of the Naboo been eliminated?

GUNRAY: Not yet, Lord Maul, but she is trapped in Oxon and our infiltrators are moving into position to assassinate her. But surely there is no rush. It is a mere detail at this point. Her own people are beginning to abandon the fight, and the Gungans do not even acknowledge her rule of Utapau.

MAUL: The Gungans do not acknowledge your rule, either.

Clone Master Gunray snarls in disdain.

GUNRAY: For now...

MAUL: My Master has informed me that a Jedi has been dispatched here to Utapau to rescue the Naboo queen. You will kill her before he has the chance.

The Clone Master scoffs.

GUNRAY: One man will make no difference.

MAUL: Do not underestimate the power of the Force. Failure will make my Master most displeased.

Darth Maul stretches forth his hand, palm up, and as his fingers curl makes a slow, subtle squeezing motion. Clone Master Gunray grasps at his chest in obvious pain. The clone warriors start to move forward but Gunray gestures for them to stop and they hold.

MAUL: Do I make myself clear?

The Clone Master gasps out.

GUNRAY: Yes, Lord Maul!

Maul smiles.

MAUL: Good.

Darth Maul abruptly drops his hand, turns and walks away while we see Clone Master Gunray staggering in relief, with the other Clone Masters rushing to his side.


Scene shifts to Anakin standing holding a lightsaber while wearing a helmet with the blast shield down. We here a chime and Skywalker deactivates the saber, takes off the helmet, and hands both back to Obi-Wan.

ANAKIN: We're close enough to Utapau to drop out of liigh speed.


He rushes over to the pilot seat and Obi-Wan follows him to the cockpit.

OBI-WAN: What are our chances of avoiding the clone pickets?

ANAKIN: In this ship? Pretty good. It is getting out again that will be the tricky part. How do we even know this Queen Amidala is still alive?

OBI-WAN: We don't. But by last report, the Queen and her household troops were still holding out in the fortress town of Oxon, even though the provisional government on Utapau surrendered to the clonemasters weeks ago. We think that is why they put out the order to assassinate her.

ANAKIN: Sounds like a tough lady. Why isn't the Republic sending in an army?

OBI-WAN: Our troops are over-committed as is. No one expected them to move this fast on Utapau. So the liberation of Utapau will have to wait. In the meantime the Republic needs Amidala safe as a symbol and leader of the resistance for the Naboo and even the Gungans on Utapau.

Anakin flicks some controls.

ANAKIN: Well, here we go. Dropping out of hyperspace.

We see through the cockpit the stars going from streaks back to stars.

ANAKIN: Going to stealth mode. We'll take some time to get a picture of the system from the passive sensors. I'm already picking up some thickening of sensor sweeps compared to standard Clone deployment. Looks like someone wants to make this more interesting for us, Obi-Wan.

OBI-WAN: Is that so?

ANAKIN: Definitely. If the Republic has basically written off this system, I shouldn't be picking up this level of surveillance. This is more what I would expect reconning a system we were about to attack.


The now dark, barely visible transport go from holding still to moving forward, towards the blue-green sphere of Utapau.


A Clone Sensor Technician activates his telecom.

CLONE SENSOR TECHNICIAN: Sensor Room to Command. Pickets have detected an anomaly matching the parameters you designated. No sensor lock, however.


A cloaked Clone Master looks up from the center console.

CLONE MASTER GUNRAY: Gunray to Comms. Send the activation code.


CLONE COMMUNICATIONS TECHNICIAN: Command received, Master Gunray. Sending code now.


Zoom in on the barely visible Republic transport ship slipping past the star field.


Anakin seen flying the ship and watching monitors.

ANAKIN: I think they might have gotten a hint of us, they're concentrating more in our sector of the system. Still, this bird is pretty stealthy so....

A pulsing tone begins to be heard in the cockpit. The purr of the engines winds down. Anakin abruptly cuts off what he was saying and urgently starts pushing buttons.

ANAKIN: No, no, no, no, no!

OBI-WAN: What is it? What is happening, Anakin?

ANAKIN: It's the emergency locator beacon. It's been activated remotely. It's giving away our location to everyone in the system!


A number of clone fighters stop their meandering search and head off purposefully on a new heading.


OBI-WAN: How is that possible? Doesn't the ship have safeguards against that sort of thing?

ANAKIN: Of course it does. But they sent the activation code - this ship's activation code. We've been betrayed!

OBI-WAN: Can you stop it? Can we outrun them?

Anakin shakes his head furiously in frustration.

ANAKIN: You don't understand, Kenobi. When they activated the emergency transponder, they also shut down all engine systems. It's an emergency safeguard in case the engines are damaged. We're dead in space.

OBI-WAN: Well, can you deactivate the transponder, or at least over-ride the engine cut-off?

Anakin holds up the guts of the panel on which he's been working.

ANAKIN: What do you think I've been trying to do? I just fly these things, not build them!

Anakin turns away from Obi-Wan, working furiously as Obi-Wan looks on.


A clone fighter zooms across the starfield as the camera zooms in onto the cockpit.


We see the clone pilot holding the control stick of his fighter while keying his comm device.

P-59: This is Flight Leader P-59. Approaching outer limits of firing range on the target. What are your orders?

VOICE: You are cleared to fire. Destroy the transport.

P-59: Acknowledged. All fighters, commence firing as soon as you are in range. P-59 out.


Anakin is reassembling the console a slow look of triumph growing on his face.

ANAKIN: I think - yes, I think that has just about got it! Strap in.

Anakin turns to the main flight controls as Obi-Wan straps himself into the co-pilot seat and we start to hear the purr of the engines just as a great ringing bang is heard and the cockpit begins to spin violently. We see Anakin wildly fighting to bring it under control and finally the spinning subsides.

ANAKIN: That was too close!

OBI-WAN: What happened?

ANAKIN: We were hit, but just. If we hadn't started pulling away we would have been destroyed.

Anakin glances at the readouts and his face takes on a concerned look.

ANAKIN: Light Speed is out. And our stealth shielding has been degraded about 50%. But we still have in system engines, for now.

OBI-WAN: So what do you suggest we do, Lieutenant?

Anakin smiles at Obi-Wan.

ANAKIN: What we came here to do. I'm going to fly this crate right through their pickets and land you on that planet, Knight. Not much other choice, anyway.


The much more visible Republic transport ship is seen flying rapidly across the field of stars, dodging blasts from a large number of clone fighters on an intercept course. The scene is reminiscent of the Tourney maneuvers, but this time clearly for real as bits of the ship are peeled off with a few near misses. After several minutes, the semi-stealthed transport manages to dodge through the majority of them and larger ships in orbit around Utapau, and is seen entering the outer atmosphere of the planet.


A large army surrounds the walled city of Oxon. Occasional bombardments strike out at the city, to be stopped by energy counterfire from the walls.


A small hologram of Clone Master Gunray appears before the group in the tent.

CLONE MASTER GUNRAY: Rune Haako, there is a ship approaching the city of Oxon. It must not be allowed to reach it.

RUNE: I shall see to it, Nute Gunray.

Clone Master Rune Haako turns to his clone officers.

RUNE: You heard Master Gunray. Alert the air defenses. I want that ship brought down. It is to never see sight of Oxon!

OOM-9: It shall be done, Master Haako.


Energy barrages strike out at the transport, which is streaming smoke and the occasional part.


ANAKIN: Their fire is too thick around Oxon. There's no way I can put down there, and we need to land, now.

OBI-WAN: Do as you must, Anakin.


The transport ship veers violently away from its original path and comes to a very rough landing in a swampy region.


OBI-WAN: We made it. I can hardly believe it.

Anakin turns to Obi-Wan and looks at him with a crooked grin.

ANAKIN: I find your lack of faith in me disturbing.

Obi-Wan smiles back at Anakin.

OBI-WAN: The Force truly is strong in you, Anakin.

Anakin sobers up a bit as he shuts things down on the transport.

ANAKIN: Force or no, I think we're going to have to find a new ride home.

Obi-Wan unstraps from his seat and stands.

OBI-WAN: And we are liable to have clone troopers crawling all over this area shortly. It is time for us to depart.


The hatch opens on the Republic transport ship and Anakin and Obi-Wan emerge, slinging packs onto their backs. They walk away from the ship and begin traversing the swampy terrain. The going is difficult at first, their feet often having to be pulled out of the muck slowly.


The sun of Utapau sinks below the treeline as dusk falls upon the swamp. A clone transport flashes overhead briefly. Lights and distant sounds of searchers are seen and heard in the background. Anakin and Obi-Wan continue their trek through the swampy terrain. They speak to each other in hushed tones.

ANAKIN: I am surprised none of those searchers have stumbled across us by now.

OBI-WAN: You shouldn't be. I have been encouraging them to think we're not here and look elsewhere.

ANAKIN: The Force again?

Obi-Wan nods.

OBI-WAN: Yes, the Force.

ANAKIN: Handy trick.

OBI-WAN: I think you will find the Force 'handy' for many things.

ANAKIN: I can just imagine. Can you do this all the time?

OBI-WAN: In the case of those with weak minds, yes.

ANAKIN: And do clones all have weak minds?

OBI-WAN: Mostly. The rapid maturation they are put through, the flash imprinting and education, these do not encourage depth of thought or strength of will.

ANAKIN: I see.

Obi-Wan holds up a hand, signalling silence. He waves for Anakin to follow behind him as he moves forward in a crouch. Obi-Wan looks into a clearing, and waves for Anakin to do likewise.


Two clone troopers have an odd looking creature cornered while a third rummages through a bag.

CLONE TROOPER 3B1: Well, Gungan, if you aren't out here helping the Naboo against us, what are you doing?

JAR-JAR: Meesa justa goin' 'bout me bisnez, big maan. Meesa no do nothin' baad, honest boss!

Another trooper holds up a blaster.

CLONE TROOPER 3B2: Oh yeah, then what were you doing with this? Fishing?

JAR-JAR: Meesa scared, be out here with all the fightin', boss. Meesa no fire it, no know how, just wave aroun' scare any baad Naboo try en' hurt Meesa!

The clone rummaging through the bag looks up.

CLONE TROOPER 3B3: And your business is trading these stolen electronic parts, is it, Gungan? I think some of these may be from our depot near Oxon. We've been getting reports of pilfering.

The Gungan falls to his knees his agitated hands smoothing his large ears over his head as he whimpers.

JAR-JAR: Pleeze, boss, don' hurts Meesa, Meesa no steal from bosses!

Scene cuts back briefly to Obi-Wan and Anakin crouching in the brush. Obi-Wan gestures for Anakin to stay put as he begins to move forward into the clearing, then swings back to the clone troopers and the Gungan. The clone trooper holding the bag speaks, though he seems slightly confused. Another brings his gun to a position between Obi-Wan and the Gungan, while the third keeps his trained on the Gungan.

CLONE TROOPER 3B1: Who are you? Where did you come from?

Obi-Wan waves his hand before him.

OBI-WAN: Merely a lost traveller. You need have no concern about me.

CLONE TROOPER 3B1: No concern about you.

OBI-WAN: Nor my friend there.

Obi-Wan gestures toward the Gungan. The clone trooper shakes his head a bit as if to clear it.

CLONE TROOPER 3B1: Nor your friend? The Gungan? I don't....

Suddenly, the Gungan's hands stop their anxious movement smoothing down his ears and reach into the back of his shirt, pulling out two concealed throwing knives. The first takes the clone trooper holding his gun on him in the throat during a moment of distraction when he turns his head to listen to the interplay between Obi-Wan and the other clone trooper. The second hits the clone trooper with his gun mid-way between the Gungan and Obi-Wan under his armpit, causing the trooper to drop the gun and stagger. The third clone trooper drops the bag into the water by his side as he reaches for his own gun. Obi-Wan pulls, activates, and cuts down this clone trooper with his lightsaber. A blaster shot from the brush hits the chest of the clone trooper who was struck by the knife under the arm after he scoops up his gun and attempts to bring it up to aim. Obi-Wan nods at Anakin. The Gungan stands up and utters an inarticulate cry, and starts to move towards the water where the sack dropped.

JAR-JAR: Nooo! Those weren't water-proofed!!

He dives seamlessly into the water, coming up within seconds with the soaking bag. He starts pawing through it, making worried noises.

JAR-JAR: No, no, no. Ruined, all ruined.

He looks up at Obi-Wan and the emerging Anakin, and shrugs, dropping the sack back into the water.

JAR-JAR: Oh well. Easy come, easy go. Who are you?

OBI-WAN: We might ask you the same question. But perhaps we ought to talk as we move away from here. Even clone troopers can recognize blaster fire.

He looks at Anakin.

ANAKIN: You're welcome, Kenobi. Next time I will just let someone shoot you.

The three move quickly out of the clearing.


JAR-JAR: My name is Jar-Jar, Jar-Jar Binks. And who are you and your young friend?

OBI-WAN: I am Obi-Wan Kenobi, and my friend here is Anakin Skywalker. I take it you know your way around these parts.

JAR-JAR: You might say that. Need a guide, do you?

OBI-WAN: Something like that.

ANAKIN: What was that you were talking back there? It was barely intelligible.

Jar-Jar smiles.

JAR-JAR: Oh that? A little act I put on for the tourists, you might say. However, these are overstaying their welcome.

OBI-WAN: I am glad to hear you feel that way. We need to get to Oxon. Can you help us find our way through this swamp?

JAR-JAR: Oh, I can do that, all right. And I can get you past the siege into Oxon itself.

ANAKIN: Can you? And why would you want to do that?

JAR-JAR: I hate to admit it, but I was sloppy back there.

Nods back the way they came.

JAR-JAR: Your friend here probably saved my life, distracting those clones. I have a life debt to repay.

OBI-WAN: I would appreciate your aide, but you have no debt to me.

JAR-JAR: I feel differently. We Gungans have our pride, you know.

OBI-WAN: I had heard something to that effect, yes.

JAR-JAR: All right. Let's stop all this chatting. I'm surprised we haven't run into another patrol by now, all the noise we're making. I can lead you to a dry spot to rest for a bit, but I think we should travel most of the night. That should have us to the Great Bay by daybreak.

OBI-WAN: By all means, lead the way.

Anakin pulls Obi-Wan aside as Jar-Jar takes the lead and whispers.

ANAKIN: You trust him?

OBI-WAN: I have a feeling. In this, yes, I do.

Anakin quirks an eyebrow.

ANAKIN: The Force, again?

OBI-WAN: The Force, again. You really must stop sounding so surprised.

Anakin rolls his eyes and sighs. They continue on in relative silence as the scene fades to black.


Kenobi, Skywalker, and Binks break through the last trees of the swamp in the early morning light to gaze out over a beautiful bay.

JAR-JAR: The Great Bay of Utapau. You would have to search several planets to find a fairer sight.

OBI-WAN: I would agree with that, and I have been to many in the service of the Jedi and the Republic.

ANAKIN: Yeah, it is a beautiful sight, especially after all that swamp. But where is this route you told us about?

Jar-Jar Binks makes a deep sigh, and crouches down, looking over the bay.

JAR-JAR: Well, we've had to detour further than I would have wanted, to avoid those patrols. I don't think we have any other choice. I will have to take you to Otoh Gunga. That is going to be tricky.

OBI-WAN: Why is that?

JAR-JAR: Oh, just some personal matters. You'll be fine. I still owe you. I'll get you there, and from there to Oxon.

Jar-Jar stands up and goes over to some dead trees. He pulls on a few dry branches and two doorways open up.

JAR-JAR: This is your way in.

ANAKIN: In where?

JAR-JAR: Otoh Gunga, the Gungan undersea capital.

OBI-WAN: That you just happen to know these concealed ways into?

JAR-JAR: I do a lot of trade with Naboo. Sometimes they need to come into the city. Not like they can hold their breath long enough like normal people.

Obi-Wan quirks up an eyebrow but gestures for Anakin to get into one of the entries while he enters the other.

JAR-JAR: Oh, I should warn you. Most Gungans don't like outlanders. Don't expect a friendly welcome.

ANAKIN: Don't worry, this hasn't been the trip for friendly greetings.

Transparent doors come down over the openings. Jar-Jar jumps, doing a double somersault with a twist, into the bay barely raising a splash. Obi-Wan and Anakin drop rapidly down and then sideways, enclosed in clear capsules that race through transparent tubes that line the bottom of the sea floor. A flash of a fast-swimming Jar-Jar is seen just above them as he races ahead. They are deposited in the outskirts of the great domed underwater city of Otoh Gunga. Jar-Jar passes through the dome membrane which seals behind him.

OBI-WAN: Well, that was exhilarating.

Jar-Jar ducks into a side building, but comes out rapidly in a colorful robe with two more of the colorful robes in his arms which he throws to Obi-Wan and Anakin.

JAR-JAR: Here, thow these on. You are liable to attract attention otherwise.

ANAKIN: These are a bit, um, colorful.

OBI-WAN: Just do it, Anakin.

The two get into the robes and Jar-Jar throws his robe's cowl over his head and leads them down some side streets. As they exit into the main square, however, four guards with long electric poles bar their way, and Captain Tarpals steps forward.

TARPALS: Not this time, Binks.

Jar-Jar throws back his cowl, smiling.

JAR-JAR: Hello there, Captain Tarpals, I'm back!

TARPALS: You know you're banished from the city, Binks. You're in big trouble this time.

He turns to the guards.

TARPALS: Take Binks and his confederates to Governor Nass.

Obi-Wan begins to step forward, his hand raising. Jar-Jar holds up his own arm, barring him.

JAR-JAR: Please, let me handle this. Trust me.

Captain Tarpals scoffs in the background, but Obi-Wan bows slightly to Jar-Jar, indicating his acquiescence.

The guards push them forward with their poles, giving Jar-Jar a slight zap.

JAR-JAR: Now, now, no need to be rude.

As they are marching along, now with their hoods thrown back, a female Gungan approaches Jar-Jar Binks.

JAR-JAR: Oh, hey

The female Gungan slaps him, hard, and rapidly turns away. Jar-Jar rubs his jaw.

JAR-JAR: Good to be back in Otoh Gunga.


The Governor's Board Room has clear membrane walls, with small lighted fish swimming around outside like moving stars. A long circular judge's bench filled with Gungan Officials dominates the room. Governor Nass sits in the center on the highest bench.

NASS: Jar-Jar Binks. You were banished from this city, as well you know, on pain of death. And not only do you violate our orders, but you bring outlanders with you. Give me one good reason I shouldn't have you executed immediately.

JAR-JAR: I will give you several.

Jar-Jar sweeps his hand over to encompass the two men standing behind him.

JAR-JAR: Allow me to introduce Jedi Knight Obi-Wan Kenobi and his companion, Anakin Skywalker. Knight Kenobi is on an important task for the Jedi Council and the Republic.

NASS: Bah! What do I care for the Jedi and their precious Republic? The Senate favors the Naboo in our disputes.

JAR-JAR: Exactly, Governor! If we aid them, we gain a favorable ear on Coruscant.

Governor Nass rubs his chin thoughtfully.

NASS: Maybe, maybe. But I can gain their favor by helping them. Why do I need you for that, Binks? You should not have come back.

JAR-JAR: I had to.

NASS: Oh, did you?

JAR-JAR: Yes. They saved my life. I owe them a life debt.

Several Gungans hiss and mutter, and Nass sits back.

NASS: I see.

Governor Nass turns to Obi-Wan.

NASS: The Gungan take a life debt very seriously, Jedi.

Nass turns back to Jar-Jar.

NASS: So, I see you are not without some honor yet.

Jar-Jar nods in acknowledgement.

JAR-JAR: And there is one other reason you and the Jedi need me.

NASS: And what is that, Binks?

JAR-JAR: They need me to get into Oxon.

Nass scoffs.

NASS: Hah! With Oxon under siege? There is no way, mean to take them through the Grotto!

Jar-Jar smiles and nods. Nass turns to Obi-Wan and Anakin.

NASS: Know this, Jedi; the route across the Great Bay and through the Grotto is treacherous. It takes the most skilled of undersea navigators to run it. Many a Gungan has lost his life in the attempt. Only smugglers risk it nowadays.

Nass looks knowingly at Jar-Jar.

NASS: I always suspected....nevertheless. Jedi, for the sake of your goodwill towards my people, and for the support of a life debt, I will give you a Bongo ship and allow Jar-Jar Binks to leave this city with you to attempt the passage. If he dies in the attempt, justice is served. If he doesn't, the Gungans gain in honor and perhaps you will have a good word for the Gungans on Coruscant. Will you trust your lives to Binks' hands?

OBI-WAN: We will.

NASS: Very well. Guards, release Binks and escort him and his companions to the docks.

They begin to leave, but Nass holds up a hand.

NASS: Know this as well. Should you survive, never return to Otoh Gunga, or else you will be executed. My judgment is not reversed, only held in abeyance. And now, Jedi, you have bound your fate to Binks.

Jar-Jar nods in acknowledgement, as does Obi-Wan, and the three of them leave under escort.


Captain Tarpals and his Gungan guards stop at the dock entrance.

TARPALS: This is as far as we go. Don't come back.

Jar-Jar, Obi-Wan, and Anakin walk down to the docks as the guards watch on. Another femaile Gungan, clearly different from the first, runs up to Jar-Jar.

FEMALE GUNGAN: Heard you were back, Binks.

JAR-JAR: Long time

The female Gungan slaps Jar-Jar hard, then does a backflip through the membrane into the water.

ANAKIN: What exactly did you do to get banished?

OBI-WAN: Never mind that, Anakin. I don't think we want to know.

JAR-JAR: Umm. Hey, here's the Bongo ship.

Jar-Jar points to a strange little submarine.


As the little sub glides through the deep waters of the bay, a dark shape begins to follow.


Anakin sits in the co-pilot's seat while Jar-Jar guides the craft.

ANAKIN: Where are we going?

OBI-WAN: Relax, Anakin. We are in the hands of the Force. And of our navigator.

JAR-JAR: Forget the Force! No worries with Jar-Jar at the helm.

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


A huge, luminous Opee Sea Killer has hooked them with its long, gooey tongue.


JAR-JAR: Full speed ahead!

Jar-Jar jams the controls into full forward.


The tiny but powerful sub struggles to free itself but then shoots forward, freed from the creature's tongue.


ANAKIN: We're free!


As the sub zooms away, a larger set of jaws munches on the hapless Killer. The jaws belong to the incredible Sando Aqua Monster. The lights on the tiny sub begin to flicker as the sub shoots into an underwater tunnel, barely ahead of the Monster that is looking for a second snack.


OBI-WAN: There is always a bigger fish.


Clonemaster Nute stands before a hologram of Darth Maul.

NUTE: You may tell your master that the final assault on Oxon is underway, Lord Maul.

MAUL: Good. And the Queen?

NUTE: Our agent is in place and she will die before the end of Utapau's day.

MAUL: It should have already have been accomplished. I have no faith that she won't slip through your clone troopers' hands when the city falls.

NUTE: Ah, but you know how effective our cloned assassins are, Lord Maul. Unfortunately, even with the advanced forced growth techniques we use, their preparation takes time. And if we prepare them too soon, unfortunately, the forced growth and indoctrination leads to....instability.

Darth Maul laughs.

MAUL: There is nothing wrong with an assassin who lusts for blood.

NUTE: But much wrong in assassins who begin killing indiscriminantly and reveal themselves in the process, thus missing their true target.

Darth Maul holds up his hand.

MAUL: Are you trying to excuse yourself for these delays? These excuses do nothing to explain your silence on the subject of the Jedi.

NUTE: We have located his ship; it will never leave Utapau now. The swamp will devour him.

Darth Maul's hand curls slightly and Clonemaster Gunray takes an involuntary step back, his hand wandering up towards his heart as if to guard it.

MAUL I have not sensed his death. It is possible that this Jedi is simply too weak for his death to send ripples through the Force, but I do not believe it. Bring me Kenobi's body, only then will I believe him dead. Pray that the swamp has not swallowed him completely.

Clonemaster Gunray bows.

NUTE: It shall be as you say, Lord Maul.


Sparks fly and water leaks into the cockpit. The sound of the power drive drops.

ANAKIN: We're losing power!

JAR-JAR: Take the controls for a minute, Skywalker.

Anakin takes the controls as Jar-Jar starts working with the sparking wires.

JAR-JAR: Stay calm, we're not in trouble yet.

Anakin gives him a sharp look.

ANAKIN: What yet? There are monsters out there, leaks in here, and no power! You're nuts, Binks! When do you think we'd be in trouble?

OBI-WAN: Jar-Jar is right, Anakin. Let go of your concerns and trust in the Force.

Anakin gives Obi-Wan his own sharp look, but then visibly calms himself.

JAR-JAR: Power's back! Give me the controls.

Anakin relinquishes control of the sub back to Jar-Jar. He peers out into the gloom of the underwater tunnel through the window, and suddenly rears back, tense once more.

ANAKIN: Monsters are back!


A large Colo Claw Fish is surprised by the Bongo ship and rears back. The Bongo turns around sharply and speeds away.


OBI-WAN: See, Anakin? Jar-Jar has it well in hand. I know it is probably hard for you to fully relax unless you are in control of the ship you are in, but this is Jar-Jar's element. Use the Force, Anakin.

Obi-Wan rests a hand on Anakin's shoulder, and lets go of his tension fully.

ANAKIN: This is another part of being Jedi, isn't it, Kenobi.

Obi-Wan nods. Jar-Jar shakes his head.

JAR-JAR: Outlanders....


The tunnel enlarges into a large chamber through which the Bongo ship shoots, the Colo Claw Fish leaping after it, into the waiting jaws of a Sando Aqua Monster. The sub narrowly avoids the deadly teeth of the Aqua Monster. The Colo Claw Fish chasing them is munched in half by the larger predator. The little Bongo Ship slips away.


The cloaked Clonemaster stands next to his Clone Commander as they gaze at the fortress city of Oxon, it's shield dome occasionally flickering in the early morning sunlight.

RUNE: Commander OOM-9, begin the assault. I want to be in the Oxon Palace before the end of this day.

OOM-9: As you command, Lord Haako.

OOM-9 gestures with his arm, and a massive continuous barrage of energy cannon paints the energy shields of Oxon in garish light. Rune Haako nods in satisfaction, and turns to enter his private shelter.


Alone in his shelter, Rune turns on his portable hologram and the image of Nute Gunray appears.

RUNE: We have begun the final assault. The combined force of our attack and the removal of their symbol of resistance should break the spirit of these holdouts. I have pledged to be in Oxon Palace before this day is through.

GUNRAY: See that you are, Rune. I have already set in motion the activation of our special unit. Our partners grow inpatient.

The image of Gunray absently rubs his chest as he speaks. Rune nods.

RUNE: I understand, Nute. It shall be done.

GUNRAY: And Rune, you must find that Jedi. Bring me his body.

RUNE: We will redouble our efforts in the swamps.

GUNRAY: Good, good.


The Bongo ship emerges and the hatch opens, spilling out Jar-Jar, Anakin, and Obi-Wan.

ANAKIN: Well, that was exciting.

OBI-WAN: Almost as much as your own piloting.

ANAKIN: Bah! You would compare a starship to that bath toy?

JAR-JAR: Enough! You outlanders talk too much.

ANAKIN: Careful, Gungan.

OBI-WAN: Peace, Anakin. Jar-Jar, lead us to the Palace.

The three slip down a side street, barely missing a Naboo patrol.


View slowly zooms in towards the Naboo Queen's palace in beseiged Oxon. The three approach by a side entrance. The sound of bombardment echoes in the streets. Jar-Jar stops.

ANAKIN: What is it, Binks?

JAR-JAR: This is as far as I go. A Gungan can do business in the streets of Oxon. He won't be welcome in the Palace of the Naboo.

ANAKIN: What kind of nonsense is this.

Obi-Wan places a hand on Anakin's shoulder.

OBI-WAN: Jar-Jar has got us this far, it is enough. I will respect his wishes in this.

Anakin nods.

ANAKIN: Very well.


Obi-Wan leads Anakin silently through the halls of the palace. He holds up a hand to silently halt Anakin while a couple guards pass a juncture, then waves for Anakin to continue on with him. They continue down the corridor and when it appears they are alone, Anakin whispers.

ANAKIN: Why are we skulking about like this?

OBI-WAN: I have a bad feeling. Something is wrong here.

ANAKIN: A bad feeling?

OBI-WAN: Yes. Move quickly, but silently. Something is not as it seems.


A retinue stands around the Queen on the throne of the Naboo, who is wearing an elaborate headdress and robes. Her four handmaidens, Eirtae, Rabe, 'Sache', and Yane surround her.

SIO BIBBLE: My Queen, the shield is beginning to fail. There does not appear to be any way out of the city, even if our forces in the field were to launch a counterstrike, and we have lost contact with them. We can only counsel that we consider seeking terms.

AMIDALA: You mean surrender, Sio Bibble.

Sio Bibble lowers his head in acknowledgment. Amidala turns to whisper to one of her handmaidens, then turns her attention back to the court.

AMIDALA: We will never countenance such a move. If we must, we will fight them to the death in the streets. Maybe we can still serve the Naboo as a martyr.

COURTIER: Your majesty's dedication is admirable, but surely the clone masters would offer reasonable terms. Would your people not benefit more from your continued guidance than to suffer your loss.

Just then, the doors to the throne room are thrown open and in stride at a rapid pace Obi-Wan Kenobi and Anakin Skywalker, leaving behind them guards that are just beginning to rouse from being knocked senseless.

OBI-WAN: Your majesty, watch out!

Suddenly, one of the othercourtiers leap forward and strikes the Queen with a dagger.


Obi-Wan moves his hand and the courtier is blasted back by the power of the Force, but the dagger has already struck true. He rushes forward to the side of the stricken queen, laying in a heap.

OBI-WAN: She's dead.

Obi-Wan picks up the dagger and sniffs at it.

OBI-WAN: Poisoned.

SIO BIBBLE: Who are you? Where did you come from?

Obi-Wan stands up and walks toward the fallen assassin.

OBI-WAN: I am Obi-Wan Kenobi, Jedi Knight, sent by the Republic to protect Queen Amidala, and I have failed.

The assassin begins to stand, but seeing the Jedi's lightsaber instead begins to laugh.

COURTIER ASSASSIN: Too late, too late. I've won.

The assassin throws himself at Obi-Wan, another dagger flashing into his hand, but is effortlessly cut down by Obi-Wan's lightsaber.

A handmaiden, who had also come to the side of the fallen queen, stands straight.

PADME: You have not failed yet, Jedi, though my faithful Sache has paid the price of her service.

She looks down briefly at the woman dead at her feet.

PADME: I am Padme Amidala, Queen of the Naboo.

A look of understanding and abashed relief comes to Obi-Wan's face.

OBI-WAN: Your majesty. We have no time to waste. I still sense grave danger to your person. I am commanded by the Supreme Chancellor and the Jedi Council to see you to safety.

Padme Amidala's hand maidens surround her as she stares at the newly arrived Jedi. Then a flash of movement catches Obi-Wan's attention.

OBI-WAN: Queen Amidala, get down!

Instead of getting out of the way, Padme grabs her would be assailant, Yane, who now holds a dagger, and uses a throw to place her on the ground. Anakin shoots her at the same time as Obi-Wan's Force wave blasts her across the room. Padme looks stunned for the first time. The guards from the door have entered the room and hold their weapons at the ready, but seem confused as to who they should be watching.

PADME: Yane? A traitor? It can't be. I've known her for years.

OBI-WAN: That is not your Yane, Queen Amidala, no more than that creature I struck down was the man he appeared to be. These are clone assassins.

PADME: And the real Yane?

OBI-WAN: Dead I fear. The clone assassins kill their originals and dispose of the bodies utterly.

Padme turns to Anakin.

PADME: And you, what is your name? Are you a Jedi as well?

ANAKIN: Your majesty, my name is Anakin Skywalker, and no I am not a Jedi Knight, at least not yet.

Anakin glances at Obi-Wan. Padme gives him an appraising look.

PADME: Aren't you a bit old to become a Padawan?

ANAKIN: And aren't you a bit underdressed for a Queen?

The guards start to move towards Anakin but the queen motions them away.

PADME: You are impertinent.

She turns away from Anakin as if he is of no further interest and addresses Obi-Wan.

PADME: Are there likely to be others of these clone assassins?

OBI-WAN: Not in this room, I believe, but there could be more scattered throughout the palace. We must remove you to safety.

PADME: And leave my people to suffer at the hands of the clones?

OBI-WAN: That will be as the Force determines, but those who know of such things believe you can be of greater service to them pleading their case on Coruscant than being imprisoned or slaughtered here.

Padme looks again at the bodies littering the room, and the determined look on the Jedi's face.

PADME: Very well. I relent. How do we get out of the city? My commanders tell me it is impossible.

OBI-WAN: If your majesty will accompany us, I know a fairly resourceful gentleman who I believe might find us a way.

SIO BIBBLE: Your majesty, I am gratified at this change of heart, but surely going off with these strangers is not the wisest course to safety.

PADME: Did you know of the killers in our midst? Do you have a way out of this deathtrap? I didn't and I don't. Besides, it is said that a Jedi Knight can do things, see things, that others can not. I will put myself in the hands of the Force.

A uniformed messenger comes running into the throne room as the muffled sounds of battle grow slightly louder.

MESSENGER: The shields are down. The clone troopers are entering the city.

OBI-WAN: Come, we must hurry.

Obi-Wan begins to lead the way out of the palace, with Anakin, Padme, her remaining two handmaidens, and a retinue of guards hastily assembled following in his trail.


The small group emerges from the Palace to the sound of heavy blaster fire. Small groups of people and troops are running in the distance. Obi-Wan leads them across to an alley, where Jar-Jar Binks waits.

JAR-JAR: That was fast. Good thing, too.

OBI-WAN: I wasn't certain you would be here.

Jar-Jar shrugs.

JAR-JAR: Didn't take long to find out that we are stuck.

OBI-WAN: What about all those special ways you and your trader friends have of getting in and out of the city.

JAR-JAR: Blocked by entering clone troops. We're stuck but good.

ANAKIN: Then we have to go back.



PADME: What are you talking about? This Gungan is the one you thought could get us out of here?

JAR-JAR: That's right, Naboo. Under normal circumstances. But this city is falling.

PADME: Jedi Knight Kenobi, this Gungan is obviously of dubious reliability. If we can't leave, then we might as well join my commanders in the fight.

Obi-Wan holds up a hand.

OBI-WAN: No, Anakin is right. We have to go back on the Bongo.

JAR-JAR: I said no, Kenobi. Nass will kill me, and maybe you, too, if we go back.

OBI-WAN: Give me an alternative.

Jar-Jar looks at him long, then stomps his foot.

JAR-JAR: Fine, great even, let's all go to the docks. It's a lovely day for a death ride!

Jar-Jar stomps off in the direction of the docks.

OBI-WAN: This way, your highness. You may wish to dismiss your handmaidens to seek what safety they can. They will not fit on our transport.

Padme looks at the two handmaidens, who shake their heads slightly.

PADME: No, they shall accompany me, at least so far as they may. I would not deny them their honor.

ANAKIN: Delightful. Well, let us move, ladies...

Anakin looks over to the guards.

ANAKIN: And gentlemen.

The small group hurries down the street. As they go, the begin to take fire from small groups of clones coming from cross-streets. Obi-Wan blocks many laser blast with his lightsaber. Anakin and the guards unleash counterfire with their blasters as they continue.


Just as Jar-Jar arrives at the stone archway that marks the entrance to the Oxon docks, they come under heavy fire again. A large stray blast hits the masonry above Jar-Jar and a large piece of stone falls on his head, knocking him to the ground. Anakin and the guards beat back the attack while Obi-Wan checks on the prone Jar-Jar Binks.

PADME: How is the Gungan?

OBI-WAN: His name is Jar-Jar Binks. He'll live, but he's had a concussion. I don't know when we'll be able to rouse him.

Obi-Wan lifts Jar-Jar up in a fireman's carry and retreats into the docks. Anakin comes up beside him.

ANAKIN: How is he?

OBI-WAN: He'll live, but he's in no condition to pilot the Bongo.

ANAKIN: I can do it.

Obi-Wan lifts an eyebrow.

OBI-WAN: You can?

ANAKIN: I was watching him. The controls are simple enough. I think I can retrace our route.

OBI-WAN: Really? After one journey?

Anakin's crooked smile comes back.

ANAKIN: What can I say? Besides, I hate letting others pilot.

Padme looks at the small Bongo ship, at the unconscious Jar-Jar, and at the cocky young pilot.

PADME: I'm going to die at the bottom of the bay. How is that going to serve my people?

ANAKIN: Don't worry so much, your highness. You should have more faith.

Padme looks to Obi-Wan.

PADME: If I didn't, I wouldn't be standing here. Let's go.

Padme hugs her two handmaidens and salutes her guards, then boards the Bongo.


The interior is now extremely cramped with Jar-Jar laying on the floor in the small area behind the pilot and copilot seat, Obi-Wan crouched at his side. Anakin takes the pilot seat while Padme takes the co-pilot seat. The tiny ship is rocked slightly as a shot lands too near the Bongo as it submerges. Padme sits there, clearly fighting hard against her nerves.

PADME: Jedi Knight Kenobi, how did you defect those blaster shots. They cross space faster than any being could move. I have heard stories of Jedi being able to do such feats, but I thought them exagerations.

OBI-WAN: Your question is understandable. The lightsaber is an elegant weapon, but one that can only be used properly by relying on the Force.

ANAKIN: Here we go.

OBI-WAN: Did you want to add something, Leiutenant Skywalker?


OBI-WAN: As I was saying, your highness, it is only by relying on the power of the Force that one can wield a lightsaber to full effect. A Jedi can sense the bolt of a blaster just before it fires, moving swiftly to meet it before it even leaves the muzzle.

PADME: That is a handy trick.

OBI-WAN: That is only the beginning of what the Force can do.

ANAKIN: We're approaching the tunnel entrance.


There are signs of battle throughout the throne room. Nute Gunray and Rune Haako have gathered there with a small retinue of clone guards. At their feet is the body of a woman in the guise of a Queen. Into the room stalks Darth Maul.

NUTE: Lord Maul, as promised, the City of Oxon has fallen, and here is the body of the Queen of Naboo.

Maul sneers at him.

MAUL: And the Jedi? Have you his body to present to me as well?

RUNE: Lord Maul, our best scouts are scouring the swamplands to find you his corpse. I am certain that -

Maul cuts him off with a gesture.

MAUL: I am certain only that you will keep making excuses.

Darth Maul approaches the corpse and waves a hand over her, then looks about the room. He then turns to Nute.

MAUL: This was not the Queen of Naboo. Did you think to fool me so easily? And the Jedi is alive; he has been here, I can sense it.

NUTE: My Lord, forgive -

Maul lifts a hand that suddenly convulses in a crushing motion. Nute clutches at his heart and falls to the ground, gasps a few wretched times, then stares lifelessly, silent.

MAUL: Apology accepted.

Darth Maul turns swiftly to Rune Haako.

MAUL: It is now all up to you, Clone Master Haako. Bring me the Jedi and the Naboo queen. Do not fail me or my master. Next time I will not be so forgiving.

Maul storms out of the room.


The cramped Bongo cockpit knocks about as sparks fly from loose wiring.

OBI-WAN: Well that went better than I thought it would.

PADME: We're through? Is it over?

ANAKIN: We're through. If you thought that was rough, you should have been with us on the way in.

Anakin gestures out the cockpit window.

ANAKIN: There's Otoh Gunga.

Jar-Jar begins to stir, sits up groaning.

JAR-JAR: Ahhh, my head! What hit me?

ANAKIN: A piece of masonry, I believe.

JAR-JAR: Where are we?

Jar-Jar looks out, seeing Otoh Gunga.

JAR-JAR: No, no, no! I told you, I told you we can't go back there. Nass won't be so lenient a second time.

OBI-WAN: Too late. Look.

He points to the sides where two small ships that look more sharklike are flanking them.

JAR-JAR: Oh my head!


Captain Tarpals and his guards roughly escort Jar-Jar, Obi-Wan, Anakin, and Padme into the Board Room where Governor Nass stands up obviously angered.

NASS: WHAT! Binks, you and your outlanders dare to return to Otoh Gunga against my command!

JAR-JAR: Governor Nass, I -

Nass gestures to a Gungan guard and he butts Jar-Jar in the stomach with a staff, knocking the wind out of him.

OBI-WAN: Governor, Jar-Jar was unconscious when we were forced to head back to Otoh Gunga by the clones.

NASS: Then you are as guilty. Do Jedi have faulty memories? Did you not stand in this very spot and here my pronouncement, and yet you brought Binks here. Now you all may share his fate.

Padme steps forward.

PADME: Governor Nass, I am Padme Amidala, Queen of the Naboo.

Nass takes a hard look and sniffs.

NASS: You do not look much like the fancy Naboo Queen. Where are your robes of state, your fancy make-up? You are dressed more like a palace servant than royalty.

PADME: A necessary ruse to avoid my enemies, the enemies of all Utapau.

NASS: I would imagine so. Yes, I recognize you now, Amidala. Your arrogance shines through even your humble rainment. And what makes you think these clones are enemy to the Gungans? Because you have a dispute with them?

OBI-WAN: Because they are an affront to the Force and enemies of the Galactic Republic.

NASS: This same Force that does nothing for the Gungan people. This same Galactic Republic that has favored again and again the Naboo over the Gungan people. The same Republic whose representatives go against my word and return where they are not welcome.

ANAKIN: He told you, we had no choice!

NASS: Enough! Enough with excuses. I should have you executed immediately along with Binks. But I have received some interesting communications since you left here. It would seem the Clone Masters want you outlanders badly. They promise much in return for turning you over to them. Gungan predominance on this world, a rich reward to aid our economy, and the protection of their clone forces from any reprisals by the Republic. I am sorely tempted - it would be a much more profitable action than just executing you for your arrogance.

PADME: You would dare -

NASS: Yes, Highness, I would dare much for the betterment of my people. Even now I am awaiting confirmation of my demands for turning you over to them.

A Gungan messenger enters the room and whispers something to Tarpals.

TARPALS: Governor, something is happening.

NASS: What, Tarpals?

Tarpals turns to a viewscreen and turns it on. Figures are seen swimming underwater, followed by sleep underwater vessels that look more like spaceships than Gungan vessels.

NASS: Where are they?

TARPALS: They will be upon the city in moments. They outer pickets are no longer responding. It is feared that they are dead, Governor.

NASS: How dare they! Call out the militia. We go to war!

Nass stands up and starts to move towards the exit, but turns to his prisoners one last time.

NASS: It seems the Clone Masters have even less honor than you of the Republic. Instead of dealing honorably for you, the clones dare to force their way into our peaceful city. Well I shall see them drown in their arrogance!

Nass turns to Tarpals.

NASS: See them out of the city. I won't take the chance that the clone masters will profit from their betrayal. Besides, it would seem the queen may have spoken more truly than I knew when she named these clones our enemies. We may need the Republic's good will after all.

OBI-WAN: Wisely spoken, Governor.

Nass sniffs and strides out.

TARPALS: You heard the Governor, let's get moving.

OBI-WAN: What about Jar-Jar?

TARPALS: What about him?

OBI-WAN: You were ordered to see us out of the city. All of us.

TARPALS: I don't think the Governor was including Binks in that statement.

OBI-WAN: But you do not know. Will you really interupt him in his defense of the city for a clarification? Please, take us all away from here, Captain.

Tarpals rubs his chin, looks at the still running viewscreen and the recovering Jar-Jar.

TARPALS: All right, but let's go, before I come to my senses.

Tarpals hands Obi-Wan his lightsaber. The guards march none too gently still their 'guests' out of the room.


Jar-Jar, Padme, Obi-Wan, and Anakin with Gungan guards to either side and Tarpals in the lead move down the street, while civilian Gungans run past them and hastily equipping Gungan fighters rush in the direction they came from. Anakin leans in toward Obi-Wan and speaks softly.

ANAKIN: Back there with Tarpals, did you use some Jedi mind trick to get him to agree to Jar-Jar coming with us?

Obi-Wan takes on an inscrutable look.

OBI-WAN: The Force works in mysterious ways. Often it helps us to see the proper path.

Anakin smirks.

ANAKIN: You did, didn't you.

Their discussion is interrupted as in the distance armed figures pierce the semipermeable membrane around the city and start exchanging fire with Gungan fighters. The ugly toadlike faces of the troopers are different than anything else seen on Utapau thus far.

ANAKIN: What are those?

OBI-WAN: Cloned Neimoidian Frogmen. Republic Intelligence says they are the preferred amphibious troops of the Clone Masters, though from the way Jar-Jar and his people can swim, the Clone Masters may decide for an upgrade after this.

TARPALS: Enough gawking back there. We need to move you out of the city, now. I don't know where they are going to break through next.

They begin hurrying down the causeway. In short order, though, another troop of Neimoidian clones burst out of the side alleys, surrounding them. Some of the Gungan guards pull blasters and begin firing. The other guards activate their staffs, electrifying them, and use the powered staffs to fight off the cloned Neimoidians that get too close. Obi-Wan uses his lightsaber to deflect blaster shots that come close to the queen.

ANAKIN: Tarpals, throw me my blaster!

Tarpals throws Anakin his blaster which Anakin snatches out of the air, spins and begins firing.

JAR-JAR: Hey, how about a blaster for me?

TARPALS: Forget it!

As a Neimoidian clone breaks through the guards, Jar-Jar throws a blade, taking down the clone.

TARPALS: Where did you have that?

JAR-JAR: I always have a spare somewhere.

PADME snatches up the fallen Neimoidian's blaster and starts shooting as well.

JAR-JAR: Hey! I needed that!

PADME: Just keep moving.

JAR-JAR: Naboo...

The perspective pulls back to show the group fighting their way forward, water streaming from holes in the city membrane.


The group is now in a clearing in the swamp. Jar-Jar has acquired a blaster along the way.

TARPALS: This is as far as we go. I have a city to protect. Binks can lead you from here.

JAR-JAR: Thank you, Tarpals, I won't forget this.

TARPALS: You better not, Binks.

Tarpals and the Gungan guards walk away, and Jar-Jar leads Obi-Wan, Anakin, and Padme in the other direction.

JAR-JAR: We need to put more distance between us and the Great Bay, but where do we go from there?

OBI-WAN: We need a way off the planet.

PADME: Why don't we use the way you came here? You must have a ship somewhere.

OBI-WAN: I'm afraid not, majesty. Our ship's engines were damaged after our arrival in-system.

PADME: Great. Just great.

ANAKIN: Hey, your majesty. Let's see you hot-wire a sabotaged transport with the whole Utapau clone blockade crashing down on you and come out without a scratch.

OBI-WAN: Peace, Anakin. Though in all fairness, your majesty, Lieutenant Skywalker's colorful description of our problems on arrival is more or less correct.

PADME: Very well. I didn't mean to disparage the Lieutenant's piloting skills. He certainly more than proved himself in our escape from Oxon, if nothing else.

ANAKIN: Fine. But it does come down to the fact that we need to find another way off this planet.

PADME: I think I know a way.


The throne room has had bodies removed and is now filled with clone staff and headed by Clone Master Rune Haako, obviously now a command center for the clones. A hologram turns on in the center, showing a larger than life Darth Maul.

MAUL: I have heard disturbing rumors, Haako.

RUNE: Lord Maul, I assure you things are in hand. We have identified the location of the Jedi and Queen Amidala, as requested, and our clone troops are securing them even as we speak.

MAUL: I hear differently, Haako. I hear that you are still fighting your way into Otoh Gunga, and that the Gungans have already moved your targets. Remember the price for failure that your predecessor paid.

RUNE: I will have them brought to you, Lord Maul, I swear it!

MAUL: You fill me with confidence, Haako. No, I am no longer going to leave this to your bumbling. I did not want to expose myself so blatantly here on Naboo, but the incompetence of you and your fellow clones leave me little choice. I will personally see to this Jedi and his precious queen, before they can escape this planet.

RUNE: But how -

MAUL: Never mind. Have your best clone trooper unit meet me at these coordinates. And Rune, hope that I do find them. If not, you will be making your apologies to me and my master.

RUNE: It shall be done, Lord Maul.


Jar-Jar, Padme, Anakin, and Obi-Wan walk through the thinning vegitation of the swamplands into a harder land. They are transitioning from the dappled gloom of the swamp foliage to a gray overcast rocky area, the ground looks dark, rocky. The air has an occasional shimmer as on a hot day. The group stops, surveying the changing landscape.

JAR-JAR: Well, Queen Amidala, the Jedi's mind games have allowed us to get past the clone patrols this far. But if you want to get where we're going, we're going to have to cross here, and there won't be any good cover for a good long while. I don't know that you can make us inconspicuous in plain sight, Obi-Wan.

OBI-WAN: You might be surprised, Jar-Jar, but it will be a great deal more difficult, and uncertain.

The party step forward into a volcanic landscape. smoke billows from vents. Some places molten lava can be spied flowing though cracks in the crust.

ANAKIN: I have a bad feeling about this. What is this place called?

PADME: These are the lava fields and molten pits of Mustafar.

Anakin visibly shivers at the name of the place, despite the obvious heat.

ANAKIN: I thought the sun of Utapau was called Mustafar?

PADME: It is. This place is named for our sun, as the heat of it is reminiscent of the blazing sun.

OBI-WAN: Actually, that may play to our advantage. The heat will make it harder for the clones' sensors to pick us up from a distance. Don't you agree Anakin?

Anakin stares into the distance, seemingly distracted.

OBI-WAN: Anakin?

ANAKIN: Oh, yes, yes. The heat will confuse the sensor readings of any passing patrols craft. At least, it would for our starfighters.

The scene moves forward to the group deep into the landscape of Mustafar. They have stripped down their outfits to the bare minimum, and are perspiring perfusely. They are crossing a section where the land is broken and rough, and have to make their way across narrow ledges and rock bridges.

ANAKIN: How much farther?

PADME: We must be close to the end of Mustafar. The land is broken at its border.

JAR-JAR: I think I'm going to shrivel into nothing. Gungans weren't made for this type of heat.

OBI-WAN: None of us were.

Suddenly, the edge of the rock bridge they are on breaks away. Padme and Jar-Jar begin to fall into the turbulent lava pit below. Obi-Wan catches hold of Jar-Jar, and Anakin of Padme.

PADME: Don't let go!

ANAKIN: I won't.

He hauls her up close to him, her breathing is heavy.

PADME: That was too close.

ANAKIN: I agree.

Anakin holds Padme against him a moment longer. Obi-Wan who has hauled up and released Jar-Jar behind him makes a throat clearing sound. Anakin releases a now stable Padme Amidala.

PADME: Thank you, Lieutenant.

ANAKIN: All in a day's work, your Majesty.

JAR-JAR: Yeah yeah, and thanks to you, too, Obi-Wan. Can we all move on before we slow roast?

The group trudges forward again.


The group is now more dressed, and the terrain is green and wooded hills. They are perched on top of ridge overlooking a small town, next to which a large building complex sits. Obi-Wan is surveying the area with a pair of futuristic binoculars. The view telescopes to see the building complex has a number of clone troopers guarding it and fenced pens of people with barely enough room to stand. Occasionally the guards remove a few people and push them towards the building. Obi-Wan looks up from the binoculars, handing them to Anakin who begins looking as well.

OBI-WAN: So, your Majesty, what is it that we are looking at?

PADME: That is going to get us noticed if we have to go down to the town. Please, all of you, call me Padme from this point. And I will use Obi-Wan, Anakin, and Jar-Jar for you, if that is acceptable.

ANAKIN: Fine by me, your high - I mean, Padme.

JAR-JAR: Never liked titles much, myself. No offense, Padme.

OBI-WAN: Very well, Padme, but you still haven't answered my question. What is that place.

PADME: We don't know for certain, but the description we received from the local Resistance before Oxon's fits what the Republic has been calling a Clone Generation Center.

Anakin hands the binoculars off to Padme.

ANAKIN: A what?

OBI-WAN: Clone Generation Center. Someplace the Clone Masters can process a population, examining them for those with 'desireable' traits that can serve as templates for new lines of clones. It is one of the obscenities that make this war so important, Anakin.

JAR-JAR: Is that what you meant back in Otoh Gunga, that crack about them replacing the Neimoidian clones with Gungans?

Obi-Wan nods.

ANAKIN: What do they do with the ones who don't pass muster?

OBI-WAN: Most will be released so long as they don't resist, but some might be used for slave labor if there's a building project that needs a surge in labor.

PADME: I think that's Professor Xorgan, from our main University. And I could swear I saw General Spiel in the other pen.

OBI-WAN: They would choose people of particular achievement.

Padme hands the binoculars to Jar-Jar.

PADME: And what about those they do choose, Obi-Wan? The reports from the Republic that we received before the invasion were vague on that point.

OBI-WAN: Their memories are copied electronically as a base, and cells collected as the nucleus from which the clone develops. Of course, it is a long process, at least 10 years for a clone to come to full maturation.

PADME: Are you telling me the clones of my handmaiden, my courtier, were created 10 years ago? They were preparing my assassination that far ahead.

OBI-WAN: No. Those clones were created through a different process, using purloined cells and rapidly grown. They mature in more like a year.

ANAKIN: Then why don't they do that for all their clones? A decade seems a long time to wait for their clones to grow up.

OBI-WAN: And how long does it take for a citizen of the Galactic Republic to be fully grown and educated? More like 20 years. However, to get back to your question, Anakin, the rapid growth process they use for clone assassins is unstable. The clones grow murderously insane in a matter of weeks, months, then die. Given that they only need them for long enough to kill their targets, this is not a problem for their assassin clones. It could be a bit of a problem for their permanent forces.

ANAKIN: I'll say! Is that another one of those reasons why the Jedi are so against the Cloners?

OBI-WAN: Quite correct. To create a new life, doomed to madness and death, only as a tool of death, is of the Dark Side.

PADME: What will they do with my people after they have finished collected their memories and cells for cloning.

OBI-WIN: Finished, Padme? You misunderstand. Once they have selected someone as a template for a new clone line, they harvest them regularly, both their minds and their bodies' cells. The clones' implanted abilities and their copied cells are never quite as good as their originals. They degrade if they have to be copied from copies even further, though some highly valued lines they have kept in service this way for a few generations, though eventually these lines are replaced. So, the clone masters answer to this is to contually use the original until death. Between harvestings they are frozen in carbonite to retard the aging process, extend their utility. Even this constant recourse to the original person for cloning, however, does not prevent the damage done to the Force by such an abomination. Every time a clone is made, whether from the original or another copy, the Force that suffuses all life is thinned, attenuated, to the point that it is barely perceptable.

JAR-JAR: Well, none of that sounds good.

OBI-WAN: Indeed you are correct. Of course, this all does not answer the question I wish to know. Padme, why have you guided us here?

PADME: The same Resistance cell that reported this facility acquired in a raid a clone transport. Their only piloting-trained member died later from wounds sustained in the theft, but they managed to hide it, somewhere. And I have the latest pass codes. We had broken them the day before the shields came down. We just didn't have enough time to put the pieces together or put them to good use. Now, however, we can put them to good use to get off Utapau - assuming Anakin can fly it.

ANAKIN: Padme, I've been able to fly everything I've ever encountered in this Galaxy. If these clones can do it, so can I.

PADME: Hopefully you'll get the chance to prove that. We have to make contact with the Resistance in the town.

OBI-WAN: I fear we will stand out.

JAR-JAR: War's displaced a lot of people, and your clothes have all gotten enough wear and grime now that I don't think you'll stand out too much, though Anakin is going to have strip off those patches and insignia on this uniform. Even a Gungan might only get a second glance.

OBI-WAN: I would suggest only a couple of us approach the town, though. Surely the clones by now will have some warning out about the composition of our party.

ANAKIN: I can go with Padme.

OBI-WAN: No, I shall accompany Padme. I was the one charged with keeping her safe. I would go alone, but she has the best chance of making a contact with this Resistance cell work.

JAR-JAR: Looks like you're stuck hanging out in the hills with me, Skywalker.


Obi-Wan and Padme, cloaked in brown robes, walk down the dirt road as evening gloom begins to fall. Padme gestures toward a larger building.

PADME: That should be the town tavern.

OBI-WAN: It does have the look of one.

PADME: It's are best bet for making contact.

OBI-WAN: Then let's go, shall we?

The two walk to the building and enter.


A few patrons also in drab cloaks sit around a table, a tavern keeper stands at a bar, cleaning. He appears to be a Naboo. All of them stop working and turn, watching the two newcomers.

OBI-WAN: Greetings. We have traveled far. Might we have something to drink, and a meal?

TAVERNKEEPER: What are you going to use to pay for that? We don't take clone script here.

One of the patrons mutters.

PATRON: At least not unless there's a clone trooper's muzzle stuck in your face.

OBI-WAN: I was thinking more of this.

He places a golden coin on the bar.

TAVERNKEEPER: Hmm, Republican. Didn't get a lot of those here, even before the invasion. Melted down, it will pay well enough. Okay. You two can have that table.

He turns to leave, but Padme grabs his sleeve.

PADME: Sir, can you help me? I am looking for my aunt, she used to live in these parts. Her name is Eos.

The two patrons lean forward a little more, listening intently to Padme.

TAVERNKEEPER: Sorry, never heard of her.

PADME: Thank you, anyway.

The tavernkeeper grunts and goes to fetch their food and drink. Padme and Obi-Wan sit at the indicated table and speak in hushed tones to each other.

OBI-WAN: That was subtle.

PADME: And using Republic coin was keeping a low profile?

Obi-Wan shrugs.

OBI-WAN: It was all I had. Do you have any money.

PADME:, I don't.

OBI-WAN: I suspected as much. Who is Eos?

PADME: No one.

One of the cloaked patrons, Ben Quadinaros, approaches their table.

BEN: Did I hear you ask for Eos?

PADME: Depends. Do you know Eos?

He looks around.

BEN: Yes.

PADME: Then you must also know my uncle's name.

BEN: Roos.

Padme nods.

PADME: Is there someplace you can take us to reunite with our relatives?

BEN: Yes. Wait and finish your meal, you must be hungry and thirsty after travel. When you are done will be time enough.

PADME: I'd rather see them now.

Obi-Wan places a hand on her arm.

OBI-WAN: And miss our order? That would be odd indeed for two weary travellers.

BEN: Precisely.

Ben gets up and joins his companion and then both leave as the tavernkeeper returns with food and drink for Obi-Wan and Padme.


Obi-Wan and Padme walk out of the Tavern. A squad of clone troopers come marching down the street to enter the tavern.

PADME: That was close.

OBI-WAN: Nothing I couldn't handle.

Two cloaked figures come up walking next to Obi-Wan and Padme, one to either side.

PADME: And these?

OBI-WAN: Expected, I believe. Hello again.

BEN: You're a cool one.

OBI-WAN: The Force is a powerful ally.

BEN: Shh, none of that kind of talk in the open.

The two escort them down a side alley and into a barn-like building. The one who we haven't heard speak sweeps the building with some sort of electronic device, as well as Obi-Wan and Padme.

TERTER: We're clear, both them and the room.

Ben and Terter throw back their hoods, as do Obi-Wan and Padme.

PADME: The Resistance in Theed, I presume?

BEN: Guilty as charged. Where you from? Nevermind, better if we don't know. I'm Ben, this lass is Terter.

PADME: You may call me Padme, and my companion here is Obi-Wan.

TERTER: Padme's a common enough name, but Obi-Wan, that's an outlander name. Not Naboo. You also had that Republican money.

OBI-WAN: Your plight has not gone unnoticed by the Republic.

TERTER: Oh yeah? Then were is the Republic's military? Until I see the clone forces blasted from our skies and their troops destroyed on our ground, then I could care less about the Republic. So go ahead, tell me why they care and yet all we get is your talk?

OBI-WAN: Republican forces are stretched thin, in battle on a hundred worlds, and having to guard against attack on a thousand more. The war has gone on too long, and the clone masters can grow soldiers faster than our population can recover from our losses on the field. I am sorry that you feel abandoned, but the Republic is literally being bled dry.

TERTER: So you say. At least our Queen is sticking it to these invaders.

PADME: I am sorry, but Oxon has fallen.

Both Terter and Ben look stricken.

BEN: I'm sorry to hear that. The Queen?

PADME: Last I heard, on the run, in hiding.

TERTER: Well, at least that is one advantage of all that silly formal garb and make-up the royals are forced to wear. Out of that no one would recognize her.

OBI-WAN: Indeed.

BEN: I take it you didn't make contact with us just to relay that news. The clones themselves will probably broadcast it across the planet, once they figure out how to spin the Queen getting away.

PADME: No, we didn't. We're here for the transport.

TERTER: You are, huh? The one that our people died getting?

PADME: Yes. I am sorry for your losses. However, we have a pilot and a need. I am commandeering the craft.

BEN: Well, let's not be hasty, now. You may have the right of it, but you'll need us to find it, and we're kind of busy at the moment.

OBI-WAN: Busy? What does that mean?

Ben gives them an appraising look.

BEN: You might be of use, actually.

TERTER: No, Ben.

BEN: You know we're right on the edge on this operation. A few more blasters, hands, could mean the difference between success or failure.

TERTER: And a weak link could destroy the entire operation.

PADME: What operation?

TERTER: Ben....

BEN: My call, Terter. Besides, I think this outlander may be more than he seems.

Ben takes a deep breath.

BEN: We're raiding the clone factory. Smash it up, try and free who we can.

OBI-WAN: That sounds risky.

Padme looks away.

PADME: But a very worthy act. How many are you?

BEN: We have twelve, fourteen if you join us.

PADME: Sixteen.

TERTER: There are more of you?

OBI-WAN: Padme, this seems ill-advised. We have our own mission to complete.

PADME: You saw those people going in there. You know what they are doing to them. You must know what it means to me, to us all here on Utapau. If there is a chance to stop them, even for a little while, how can I not?

OBI-WAN: I know. The whole thing is an abomination. However.

PADME: Enough. If we expect them to help us, how can we not help them?

OBI-WAN: I shouldn't.

PADME: But you will?

OBI-WAN: You will stay out of it?

Padme smiles.

PADME: Not a chance.

OBI-WAN: Somehow I knew you would say that.


Anakin and Jar-Jar stand up as Obi-Wan, Padme, Ben, and Terter approach them.

ANAKIN: Who's that with you?

OBI-WAN: Who we went to seek.

JAR-JAR: Naboo Resistance?

TERTER: You have a Gungan with you?

JAR-JAR: What, don't you get my kind out here in the hills?

BEN: Get all kinds, especially since the invasion. Terter doesn't mean anything by it.

Jar-Jar sniffs in disdain.

PADME: Enough. We've got a job to do.

ANAKIN: A job? What do you mean?

OBI-WAN: Well, there's been a slight change in plans.

ANAKIN: Really?

OBI-WAN: I'm afraid so.

JAR-JAR: And who are they?

A group of Naboo come out of the woods behind them.

PADME: The rest of our mission.


ANAKIN: We should have made them take us to the ship. She's going to get us all killed.

OBI-WAN: Have a little faith, Anakin. I know this isn't the logical thing, but it feels like the right thing, and sometimes that is what it means to follow the Force.

JAR-JAR: You and your Force. You're going to get us all killed before I have a chance to save your outlander life.

OBI-WAN: Keep your voices down. I can only do so much to keep the attentions of the guards away from us.

Padme pads towards them, blaster at the ready.

PADME: The others are in position. Lead us in, Obi-Wan.

Obi-Wan slips forward, Jar-Jar following straight behind.

ANAKIN: Stay close to me, Padme. I'll keep you safe.

PADME: You keep close to me, and maybe I'll keep you safe.

ANAKIN: Promises, promises.

The scene pulls out to show small groups infiltrating the building. Obi-Wan knocks out several guards while Jar-Jar starts placing small packages around the building. Padme and Anakin almost seem in a competition to knock out guards as they approach the enclosed areas where the captive Naboo are kept, followed by Ben Quadinaros and Terter. The prisoners begin making hopeful noises as their liberators work on the gate. Suddenly an alarm begins to sound and lights flash.

OBI-WAN: We're discovered. Time to leave.

JAR-JAR: About time.

The resistance members begin rapidly herding the prisoners out of factory, while others lay down suppressive fire against the rallying clone guards. Jar-Jar guards Obi-Wan's back with blaster fire as they make their way back towards the rest of their party out of the complex.


A Clone Transport flies high over the landscape of Utapau.


CLONE CO-PILOT: Lord Maul, we have a report of an attack on the Theed Clone Development Facility.

MAUL: What of it?

CLONE CO-PILOT: At least some initial reports are indicating one of the attackers is wielding some sort of laser sword.

MAUL: Excellent. Make maximum speed for Theed.


Obi-Wan and Jar-Jar meet up with Anakin, Padme, Ben Quadinaros, Terter, and another Theed Resistence member, Ody Mandrell.

ANAKIN: Time for us to get out of here.

JAR-JAR: I thought that before we even came here.

OBI-WAN: What about the other members of your resistence cell, and the prisoners?

BEN: They have seen the prisoners into the wooded hills. We stayed behind to cover them, but I think your young friend is right, we need to go.

Approaching clone troopers in the distance take a few shots at their position.

PADME: Which way?

TERTER: Towards the vehicle bay. Follow me!


The Clone Transport lands and fresh clone troops pour out, followed by Darth Maul.


As the group of resistance and Jar-Jar, Anakin, Padme, and Obi-Wan rush towards the vehicles parked in the bay, Obi-Wan pauses. Clone fire continues to come towards them from a distance.

ANAKIN: Why are you stopping?

OBI-WAN: There is a disturbance in the Force. Something, someone, I'm not certain.

PADME: Come on, this is no time to stop!

OBI-WAN: Go on. Anakin, make certain Padme gets to the ship. I will follow along when I can.

ANAKIN: Are you insane? You can't stay here alone.

OBI-WAN: I am not, and I can. Jar-Jar, give me the box.

Jar-Jar hands over a small black box.

JAR-JAR: I agree with Anakin. You are insane. I'm not staying behind here to die just on the off chance I can save your life. That's not fair!

OBI-WAN: I am not asking you to. I would consider your debt paid in full if you help Anakin see Padme off this world.

Ben backtracks to them.

BEN: Come on, stop standing around here!

OBI-WAN: Go, all of you.

Padme impulsively hugs Obi-Wan,surprising just about everyone, including herself, then starts rushing away, followed by Jar-Jar, and reluctantly, Anakin.


Darth Maul leads his clone troop through the building, but stops suddenly, holding up a gloved hand to halt them all.

MAUL: Halt. Position your men to guard the entrances and exits to this area. I will proceed on my own.

CLONE SQUAD LEADER: My Lord Maul, is that -

Maul spins around, staring daggers at the Squad Leader.

MAUL: Do not question me, ever! Do I make myself clear?

The Squad Leader makes a small bow of his head.

CLONE SQUAD LEADER: As you command, Lord Maul.

MAUL: Better.

Darth Maul turns from the Squad Leader dismissively and strides deeper into the factory while the clone troopers fan out and disappear on their assignments. As he reaches the center, the cowled figure of Obi-Wan Kenobi steps out from behind some machinery to stand before him. Maul brings out a double bladed lightsaber, activating it. In response, Obi-Wan activates his own single bladed lightsaber.

MAUL: You are foolish to confront me, Jedi, though either way it makes no difference.

Obi-Wan looks at Darth Maul appraisingly, as if trying to figure out a puzzle.

OBI-WAN: I don't think I have ever seen your species before. You are strong in the Force, but you are no Jedi.

Maul makes a few swipes through the air with his weapon while the two slowly start to revolve around each other, seeking a starting attack position.

MAUL: I am sure the answer would come to you in time, if time you had.

OBI-WAN: You embrace the Dark Side, don't you, like a Sith of old.

MAUL: No, like a Sith of the present!

Maul makes a series of whirling, savage strikes towards Obi-Wan, who blocks them with his own weapon with a minimum of movement.

OBI-WAN: Impossible. The Sith Order was destroyed long ago. You must be an imposter.

MAUL: Believe what you will in your last few seconds, for all the comfort it will bring you.

Maul shifts his weapon briefly to a one handed hold, pushing with his other hand, and some large boxes on an upper balcony topple over, nearly crushing Obi-Wan, who deftly dodges aside. Maul swiftly assumes once more a double handed stance and alternates between measured revolving steps, studying Obi-Wan, and unleashed fury of whirling strikes, first with one side of his blade, then the other. Obi-Wan also slowly adjusts his position, otherwise only moving to block each strike by Darth Maul.

OBI-WAN: And if you are a Sith Lord, what name did your Master give you, eh?

Maul smiles cruelly before unleashing another round of whirling attacks, then in the next pause responds.

MAUL: Why not? Die with my Sith name on your lips, Jedi. You face Darth Maul.

Obi-Wan seems a bit startled at the pronouncement, then nods, barely recovering enough to parry the next several strikes.

OBI-WAN: Perhaps you have some knowledge of the old Sith after all. However, their darkness has gone out of the Universe, and the Jedi will never allow it to seep in once more.

MAUL: The Jedi can not stop the coming night. They will be swept aside. You have no idea of the power of the Dark Side.

Another series of vicious strikes, the last though blocked, causing Obi-Wan to stagger back. Suddenly the sound of blaster fire is heard from beyond the room, and through a large pair of doors bursts small hoverbikes, on which are Anakin, Jar-Jar, Terter, and Padme, firing blasters as they ride. Clone blaster fire from other accessways begins to be aimed at their zigzagging vehicles and the riders. They all concentrate their fire on the dark figure of Darth Maul, who is hard pressed to fend off so many blaster bolts simultaneously. Anakin recklessly veers in between the two duelists, holds out an arm to Obi-Wan, who swings onto the back of the hoverbike. Maul makes a vain swipe with his weapon, parried by Obi-Wan. At the same time, a 'lucky' blast from Anakin firing backwards without looking grazes Darth Maul's arm, allowing them to get out of firing distance.

TERTER: Hurry up! Ben and Ody are holding our escape route!

Just after saying this, a blaster bolt strikes her hoverbike, disabling it and sending her sprawling towards Darth Maul. Padme and Jar-Jar both start to swing back to pick her up when Maul wields his lightsaber one handed to strike her dead.

PADME: Terter! No!

JAR-JAR: Too late, we go!

Jar-JAr and Padme turn around. Maul begins to march after them.

MAUL: Clones, strike them down! Do not let them escape!

The hoverbikes race through the doors while at the same time Obi-Wan presses down on the black box Jar-Jar gave to him. As they fly out of the doors and into the night, a series of explosions begin to rip through the building.


Padme, Obi-Wan, Anakin, and Jar-Jar as well as Ben and Ody and a few other residence members are resting, their hover cycles thrown to the side.

PADME: How many others did we lose, Ben?

BEN: About half. But we freed many, many more. The rest of my people are getting them into hiding.

PADME: I'm sorry about Terter, Ben. Her and the others, they will not be forgotten.

BEN: She'd been with me since the beginning of the invasion. Good fighter, good organizer. She'll be hard to replace.

Anakin walks over to them.

ANAKIN: The fuel cells on the hover bikes are completely depleted, or near enough as makes no difference. We won't be going any further on those.

ODY: Won't need to. We're close, now.

BEN: How much further, Ody?

ODY: About half a day on foot.

OBI-WAN: I don't sense any pursuers nearby. I suggest we rest until dawn, then move forward.

BEN: Seems like a solid plan. Ody will take you the rest of the way with one other of my people. I have to head back to check on the others, and prepare a few more surprises for our clone visitors.

PADME: I appreciate how far you've come along with us, Ben. It wasn't necessary.

BEN: Can't lose someone named after our Queen, now can we? It would be bad luck.

ODY: Yeah, bad luck indeed, so now you're putting that weight on me.

BEN: Suck it up, soldier!

ODY: I was a frieghter pilot before this started, not a soldier!

BEN: Well, you're a soldier now. We all are.

ODY: I guess so. Let's get you off, then, Ben.

Ben and Ody walk away towards the rest of their people, leaving Padme, Anakin, Obi-Wan, and Jar-Jar sitting. Padme shakes her head.

PADME: So many sacrifices for Utapau.

JAR-JAR: You mean Naboo.

PADME: No, I mean Utapau. I saw what those clone troopers did to your people in Otoh Gunga. We're all in this, now.

JAR-JAR: I suppose we are. That Ody fellow was some sort of civilian pilot, now he's a resistance fighter.

PADME: And what about you, Jar-Jar? You were in the fight as well.

JAR-JAR: I had a debt to repay.

PADME: I think its more than that.

JAR-JAR: Listen, Padme, I am just an entrepreneur. Once Obi-Wan and you all get off this rock, I'm done.

OBI-WAN: I will appreciate that much, but I sense more in you, Jar-Jar Binks.

JAR-JAR: Keep your mind tricks to yourself, wizard!

ANAKIN: You tell him, Jar-Jar. Besides, I'm sure the Republic will get around to liberating this planet soon enough.

OBI-WAN: You think so, Anakin?

ANAKIN: You don't? I mean, I know we're stretched now, but surely that's a temporary situation?

PADME: It's not, is it, Obi-Wan? I thought as Anakin did, but my military advisors weren't so sure. We're too far out of the way.

OBI-WAN: Barring some major successes in the war, I'm afraid so, Padme. That is one of the reasons for all this. To give hope for the future - but it is going to be longer than you or any of us will like, I believe.

PADME: I will do what I must, and no matter how long, I will see a free Utapau again one day.

JAR-JAR: Looks like it won't be business as usual for a good long while - wonderful.

OBI-WAN: We ought to get some rest. Dawn will be here soon enough, I suspect.

PADME: Yes, soon enough.


Later that night, most of the camp appears sleeping. Anakin is standing a bit further away from the camp, watchful. He sees Padme walking toward him.

PADME: You have the watch?

ANAKIN: Yeah, I wanted first watch.

PADME: Couldn't sleep yet myself.

ANAKIN: I guessed. You've been through a lot, these past couple days.

PADME: Try months. But this is the closest to the war I've been, the most personal.

ANAKIN: It's hard to lose people under your command. Harder to watch them die, and second guessing if you could have done something different to prevent it.

PADME: You understand.

ANAKIN: Anyone who's led in combat should. It's one thing to just be in battle, no one to look out for but yourself. It's - liberating. But when you are responsible, there's so much more you can lose then just your own life. I try to shut it out, not feel the losses. Doesn't always work.

PADME: No, it doesn't, and I don't know if I want it to. If I stopped feeling the responsibility, the losses, that would make me, I don't know, a machine, a monster.

ANAKIN: Maybe. You don't seem like a monster.

PADME: Neither do you.

Anakin shivers, and visibly changes the subject and his more serious demeanor.

ANAKIN: It's getting colder out. We could sit together, conserve body heat.

PADME: I don't think so.

Anakin gives her his crooked smile.

ANAKIN: As you wish. Try not to take things so serious, though, okay.

PADME: They are serious.

ANAKIN: Yeah, but being serious doesn't make them less so.

PADME: Does that ever work for you?

ANAKIN: You'd be surprised.

PADME: Maybe. But not tonight. Goodnight, Anakin.

ANAKIN: Goodnight, Padme.


Ody Mandrel leads Obi-Wan, Padme, Anakin, and Jar-Jar through the wooded hills with his other resistance fighter taking the rear.

ANAKIN: How much further.

ODY: Not far now.

Obi-Wan holds up a hand. They all stop.

OBI-WAN: There are clones in the area.

ODY: Where, how close?

OBI-WAN: It doesn't quite work like that. I can just feel the flickering 'buzz' of the weakned Force where they are.

ODY: Okay. We'll just have to proceed carefully.

OBI-WAN: I'll do what I can to discourage them from our course.

The party continues on, soon coming to the edge of a small river.

ODY: We follow this to the falls, and then we're home free.

Obi-Wan suddenly looks concerned.

OBI-WAN: We must hurry. Something is coming, and interfering with my ability to persuade the clones to be elsewhere.

ANAKIN: Another one like that thing you were dueling in the factory.

OBI-WAN: Maybe. Probably. I can't think of who or what else it might be.

JAR-JAR: Enough speculation, let's just get out of here. Sooner you lot are off-planet, the better for everyone.


The party continues on. Soon they reach a tall, beautiful waterfall.

ODY: There. A cave behind the falls.

ANAKIN: You parked a starship behind a waterfall?

ODY: Would you look there?

ANAKIN: Guess not.

Suddenly, blaster fire takes the rearmost member of their party, the resistance fighter. The party runs for the sheltering rocks at the base of the waterfall. However, as they get there, Darth Maul appears adjacent to them. His clothes are charred and he has signs of soot and bandages on him.

OBI-WAN: You survived.

MAUL: Obviously, Jedi. Now you and the Queen die!

Obi-Wan and Maul engage in a more animated lightsaber battle than the first one. Maul is a ball of fury, striking rapidly. Obi-Wan still uses an economy of movement in his fighting style, but must be faster now. While they duel, blaster fire criss-crosses the area from the clone troopers and the rest of the party. Obi-Wan yells out.

OBI-WAN: Anakin, get her to safety!

ANAKIN: I'm trying!

Anakin and Padme, side by side, keep firing as they go up a partially concealed 'natural' stairway beside the waterfall. Ody and Jar-Jar provide covering fire from behind the rocks at the base of the natural stairway. Anakin and Padme reach the hidden passage behind the waterfall.

ANAKIN: Get in, your majesty!

PADME: What about you?

ANAKIN: Got to do something. Be there soon.

Padme impulsively kisses Anakin on the cheek.

PADME: You better!

ANAKIN: Count on it!

Padme disappears behind the fall. Anakin moves back down the natural stairway a few steps, and yells down.

ANAKIN: Time to go, Kenobi!

Obi-Wan and Maul are still dueling. The clones are firing from the nearby trees at the others. Both groups are avoiding direct fire on the dueling figures, whether because they are too close or under orders not to interfere is not clear.

OBI-WAN: I'm trying, Skywalker!

Anakin scrutinizes the two dueling, clearly very closely matched. He shrugs, then fires his blaster. The blaster bolt strikes Obi-Wan's lightsaber just as their lightsabers are crossing, and bounces off into Maul's shoulder, and he staggers back. Obi-Wan turns off his lightsaber at the same time he backflips up onto the stairway just below Anakin.

ANAKIN: I didn't know you could do that!

OBI-WAN: Never mind that - you shot at me!

ANAKIN: No, your lightsaber.

OBI-WAN: We'll talk about this later.

Obi-Wan calls down to the defenders.

OBI-WAN: Come on!

Ody and Jar-Jar look at each other, then at the clones. Ody nods.

JAR-JAR: We'll buy you some time. Safe journey, Jedi!

Obi-Wan raises a hand in farewell then follows Anakin into the passage behind the waterfall.

The clones are slowly advancing, using the terrain to block fire. Two have run up to Maul, placing a field bandage on his shoulder and trying to pull him out of the line of fire, but he shrugs them off, and instead begins to slowly advance in the open, defecting blaster fire as he goes. A clone's blaster fire strikes Ody, wounding him. Jar-Jar looks at him, the river, and then at an advancingn Maul and the clones.

JAR-JAR: How are you at holding your breath, Naboo?

Ody looks at Jar-Jar like he's insane, then at the approaching Darth Maul and the clones.

ODY: Long enough, I hope.

Jar-Jar grabs Ody and dives into the river next to them, clones firing at the water. We do not see them surface.

MAUL: Forget them. Follow me.

Darth Maul and the clones start climbing the stairwell. Just as Maul reaches the level of the passage behind the waterfall, a clone transport ship shoots out from behind waterfall, the backwash from the departing ship blasting Darth Maul and the clones from the natural stairway, toppling through the air and falling, falling.


The clone transport hugs close to the ground, flying rapidly, dodging the tops of trees and jerking up and down to follow the hills and valleys.


Anakin is manning the flight controls as the terrain races past outside the window of the cockpit. Padme and Obi-Wan are crowded in behind him.

PADME: Why are we flying so close to the ground? Shouldn't we make for space?

ANAKIN: We need to keep off their sensors until we get close to an encampment, then we leave, making it look as if we came from there. Less chance of their air control questioning us. There's one marked on this map the resistance gave us as being just a little bit further along.

Padme looks out the window at the close rushing terrain and turns to Obi-Wan.

PADME: He's really good at this, right?

OBI-WAN: I think he will manage.

ANAKIN: I'm right here, you know.


The trees below thin out and in the distance an encampment can be seen. The transport suddenly rises up, and blue sky envelopes them, then shortly they break out into near space.


ANAKIN: Transmitting our fake flight plan with those stolen passcodes. Here's hoping the clones haven't noticed that your people got them, or that they haven't just expired.

PADME: They'll work. They have to.

OBI-WAN: I'm encouraging them not to worry about us. Just a boring, routine transport....


CLONE COMMUNICATIONS TECHNICIAN: Transport flight plan and passcodes received. Checking for confirmation. I see that this is a last minute addition. You are going to want to make certain that you get your clearance codes renewed on return. But no problem, routine flight. Try not to get bored out there, transport.

Anakin's voice on the comm.

ANAKIN: Will do.


The transport goes off into deep space.


OBI-WAN: We are almost in the clear, now, your Majesty.

PADME: You might as well continue to use my given name, unless you wish me to address you as 'Knight Kenobi'.

OBI-WAN: I prefer Obi-Wan if it is all the same to you, your - Padme.

PADME: I want to thank you, Obi-Wan, for what you've done.

OBI-WAN: I've done little enough, Padme. Your courage will be a light to your people in the dark times.

PADME: Yes, some courage, running away to Coruscant while they live under occupation.

OBI-WAN: Sometimes, Padme, it takes more courage to run than to fight.

Padme, obviously exhausted, leans into Obi-Wan, who places an awkward, protective arm around Padme.

PADME: I hope you're right. It doesn't feel that way.

OBI-WAN: I know.


Darth Maul limps into the command center, obviously worse for wear. Rune Haako and the other clone masters are there to greet him.

MAUL: Did you turn around all outbound transports as I ordered?

RUNE: We did, but I am afraid that the ship you were looking for already jumped to hyperspace before that. If only you had contacted us earlier.

Darth Maul scowls.

MAUL: It was not possible. I was knocked unconscious by their escape. I will have to report this to my master.

RUNE: I imagine he will not be amused by your lack of success in this matter.

MAUL: Clone, do not push me.

RUNE: Of course not, Lord Maul.

Maul limps away.


The Clone Transport with an escort now of Republic Starfighter Headhunters, comes in for a landing on Coruscant.


The captured clone transport lands. Three men are there to greet it, as well as an honor guard of Republic Soldiers.

QUI-GON: I am surprised you joined us here, Count Dooku.

DOOKU: When my own planet's representative, Senator Palpatine, informed me of the arrival of Queen Amidala and Jedi Knight Kenobi, and ask that I escort him to meet them, how could I refuse?

Palpatine next to Dooku nods.

PALPATINE: I am merely here to serve. At the behest of the Galactic Senate I am here to greet brave Queen Amidala. Given the involvement of the Jedi Council in this matter, I felt it useful to have my good friend Dooku assist me in this diplomatic matter.

Qui-Gon Jinn responds in a slightly skeptical tone.

QUI-GON: Of course, Senator.

The hatch of the clone transport opens and the exit ramp descends. Out walks Obi-Wan Kenobi, Padme Amidala, and somewhat later, Anakin Skywalker. The honor guard raises their weapons in salute, and a fanfare plays. Once they are off the ramp, Obi-Wan steps aside and allows Padme to take the lead. While they all look cleaner, their clothes have a worn look about them. Senator Palpatine advances to meet the Queen. He bows slightly and takes her two hands in his.

PALPATINE: Queen Amidala, on behalf of the Galactic Senate and the Chancellor's Office, allow me to welcome you to Coruscant. I wish we could be meeting for more felicitous reasons.

Queen Amidala, though still dressed as a commoner, has taken on a regal bearing.

PADME: On behalf of all the peoples of Utapau, We thank you for your greeting. I apologize for my informal appearance.

PALPATINE: Think nothing of it, your Majesty. After what you must have been through, I am certain that it is nothing.

Qui-Gon Jinn and Count Dooku comes up beside them as Obi-Wan and Anakin pull up behind.

OBI-WAN: Master Jinn, Master Dooku, in the name of the Force I greet you.

DOOKU: And may the Force be with you, Obi-Wan Kenobi.

QUI-GON: May the Force be with you, my friend. I am glad to see you back and your mission successful.

OBI-WAN: Thank you, Masters. I did not know you were involved in this matter, Master Dooku.

DOOKU: I am here at the behest of Senator Palpatine. Merely a courtesy, I assure you. And who is this young man beside you?

OBI-WAN: Count Dooku, may I present to you Lieutenant Anakin Skywalker of the Republican Starfighter Corps. He was more than our pilot on this mission, and was invaluable to its success.

ANAKIN: Obi-Wan Kenobi does me too much credit.

QUI-GON: I doubt that very much, young Anakin. I am glad to see you returned as well, of course. I hope we will be seeing much more of you in the future.

DOOKU: I agree with Master Jinn. I sense a great future for you, young man.

PALPATINE: Ah, this must be the dashing young pilot who aided in your liberation from the clone invaders, Queen Amidala.

PADME: Yes. Lieutenant Skywalker went above and beyond the call of duty on this mission.

PALPATINE: You both have the thanks of the Galactic Senate, Lieutenant. If there is anything I can do for you, Lieutenant Skywalker, please do not hesitate to contact my office.

ANAKIN: Thank you, Senator Palpatine. I will remember.

A group of people, some alien, along with some droids, step forward.

PALPATINE: These people will take you to your quarters and help you to settle in, Queen Amidala. I shall call on you shortly and escort you to a small reception in your honor. We didn't want you overwhelmed on your first day here.

PADME: We will do whatever is necessary to being planning for the liberation of our home planet.

PALPATINE: Of course, your Majesty.

Padme is whisked away with the servants and the honor guard breaks off to follow.

QUI-GON: If you will excuse us, I shall take Kenobi and Skywalker to their debriefing.

DOOKU: Of course, Master Qui-Gon. I wouldn't dream of delaying you in your duties.

PALPATINE: Nor I. But I am certain we shall all see each other again. Count Dooku, perhaps you would escort me back to my office?

DOOKU: My pleasure, Senator.

Qui-Gon Jinn leads off Obi-Wan Kenobi and Anakin Skywalker in one direction, whereas Palpatine and Dooku go in another. The camera follows Palpatine and Dooku.

PALPATINE: And what did you sense?

DOOKU: Kenobi is strong, one of the stronger knights of his generation. But the boy burns like a star with potential. I have never encounters such strength in the Force.

PALPATINE: Yes, it is as we were told. I want you to keep an eye on young Anakin, take him under your wing. I am certain you have much to teach him.

DOOKU: It shall be as you say.

PALPATINE: Excellent.


Obi-Wan and Anakin wait expectantly outside the Jedi Council chamber.

ANAKIN: Why are they keeping us waiting so long?

OBI-WAN: They have a lot to deal with, Anakin. These Clone Wars are potentially taking on an even more ominous aspect if the Sith are truly back and working with them. And your case is unusual. Your training as a Jedi should have been started years ago, or not at all.

ANAKIN: Then you think they will refuse me entry into the Jedi?

OBI-WAN: No, I do not. Our numbers are small, Anakin, and many of the Jedi are but a shadow of what we used to be. Only some, like Master Yoda, have the strength and ability in the Force as those of old did. You have the potential to be greater than any living Jedi, Anakin. That is not something they can just walk away from.

ANAKIN: Well, they're still taking their sweet time.

OBI-WAN: Patience, Anakin. It is one of the greatest weapons of a Jedi.

The doors open and Qui-Gon Jinn appears, gesturing for them to come forward.

QUI-GON: The Council bid you appear before them.

The two enter the Jedi Council Chamber.


A number of Jedi Masters sit in the Council Chamber, many of them aliens. Included in their number are three humans, Mace Windu, Count Dooku, and Qui-Gon Jinn who is returning to his seat. Obi-Wan Kenobi and Anakin Skywalker remain standing.

QUI-GON: Before we turn to the matter of young Skywalker, we have a small matter to address with you, Obi-Wan Kenobi.

OBI-WAN: You do?

QUI-GON: We do. In the absence of your former master, Yoda, I shall do the honors as instructed by the Council. Kneel, Obi-Wan Kenobi.

Obi-Wan kneels before the Council.

QUI-GON: In recognition of your ability, knowledge, and service to the Council, and to the Force, we the Masters of the Jedi Council raise you to the level of Jedi Master, with all the full rites and responsibilities thereof.

Obi-Wan bows his head in acknowledgement.

QUI-GON: May the Force be with you, Master Kenobi.

OBI-WAN: And may the Force be with you, Master Jinn.

QUI-GON: Rise, Master Kenobi.

Obi-Wan Kenobi stands up to stand beside Anakin.

QUI-GON: On to the matter of young Skywalker. Master Mundi.

An alien Jedi Master speaks next.

KI-ADI-MUNDI: Who brings this aspirant to the Council for admission into the Jedi Bindu?

OBI-WAN KENOBI: I, Obi-Wan Kenobi, do.

KI-ADI-MUNDI: What is thy name, aspirant?

ANAKIN: Anakin Skywalker.

KI-ADI-MUNDI: Kneel, aspirant.

KI-ADI-MUNDI: And what is it that thee requests of the Council?

ANAKIN: To be trained in the way of the Force.

KI-ADI-MUNDI: And do any here question the right of this aspirant to be trained?

A female alien, Shaak Ti, speaks.

SHAAK TI: This aspirant is too old to be trained in the Force.

DOOKU: But the Force is strong in this aspirant. Stronger than this Council has seen. I believe that overrides the concern about his age.

QUI-GON: His age is problematic, but not insurrmountably so. I favor his acceptance.

SAESEE TIIN: Do we value strength over tradition? There are good reasons for restricting training to the young. He may be too set in his ways to learn the true way of a Jedi.

YARAEL POOF: It is not his age but his ability that is at question. If Kenobi says he can be trained, I believe he can be trained.

MACE WINDU: Enough! The truth is that the Jedi need Anakin Skywalker. Master Mundi, we have discussed this to death in closed council. I call for Skywalker's acceptance as a Padawan Jedi.

Ki-Adi-Mundi nods in acknowledgement.

KI-ADI-MUNDI: Anakin Skywalker, the Jedi Council accepts thee for training as a Padawan Jedi. Rise, Padawan Jedi Skywalker.

Anakin rises.

MACE WINDU: Relax, Skywalker, the Jedi have few formalities. The worst is over.

Abakin visibly does, a large smile on his face.

KI-ADI-MUNDI: The question of who should train this Padawan remains.

MACE WINDU: Send him to Master Yoda. He is our greatest teacher.

SHAAK TI: You know Master Yoda is in seclusion, far in the Outer Rim. His meditations on the Force should not be disturbed by a Padawan, even one so powerful. Besides, the travel time alone would delay the beginnings of his training.

QUI-GON: I disagree, Shaak Ti. Master Yoda would accept the charge to train this Padawan, albeit not without some resistance. That is his way.

Anakin pulls Obi-Wan aside and whispers to him.

ANAKIN: Please, don't let them send me away. I don't want to go out to the middle of nowhere with some hermit. There is so much to do, to learn, right here on Coruscant, in the heart of the Galaxy.

OBI-WAN: Anakin, it is hardly up to me.

ANAKIN: Isn't there something you can do?

Obi-Wan looks at Anakin, then at the council, then back at Anakin.

OBI-WAN: I'm going to regret this.

Obi-Wan turns to address the Council directly.

OBI-WAN: I claim the right to train this Padawan.

The council stops.

SHAAK TI: What, you Kenobi? You have only just been made Master.

OBI-WAN: But nonetheless, a master I am. And one trained by Yoda himself. Anything my old master would teach him, I can teach him. I have already taught him some of the basics on our journey together. And I did present him to the Council as an aspirant, and thus have the right to claim him as a Padawan.

SAESEE TIIN: No one has claimed that right in a thousand years.

OBI-WAN: And yet, didn't you yourself say we should value tradition, at least in a manner of speaking?

Saesee Tiin snorts.

COUNT DOOKU: I support Master Kenobi's claim to train Anakin as a Padawan. I also believe it essential to begin his training without delay, and there is also value in keeping here on Coruscant, where the Council can better monitor his progress. I believe Anakin Skywalker represents the future for the Jedi.

QUI-GON: I agree.

KI-ADI-MUNDI: Very well. It is true that Yoda thinks highly of you, Master Kenobi. Train the Padawan Skywalker in the way of the Force.

Both Obi-Wan and Anakin bow to the Council.

KI-ADI-MUNDI: One last matter before you leave our presence. This Force-wielding opponent you encountered on Utapau.

OBI-WAN: A Sith.

KI-ADI-MUNDI: Please, Master Kenobi. We will need more than this report before we are certain that that old, forbidden religion has returned.

COUNT DOOKU: Master Mundi, I could not agree with you more. Allow me to investigate this matter in full. I have already reviewed the debriefing they gave, and I am certain that Master Kenobi and Padawan Skywalker would allow me to call upon either of them should I have further questions. Isn't that so?

OBI-WAN: Of course, Master Dooku.

ANAKIN: Yes, Master Dooku.

KI-ADI-MUNDI: Well, that is most gracious of you, Master Dooku. We shall table this issue until you have a chance to fully investigate the matter. Master Kenobi, Padawan Skywalker, you are dismissed.

The two bow and exit the room. As the doors open, we see a more adorned though still relatively informally dressed Padme Amidala smiling at the two as they exit.


Darth Maul in a darkened room bows before a large hologram of a cowled figure.

MAUL: Master Sidious, I apologize once more for my utter failure. I know that you have ordered that no action is to be taken on Coruscant, but I could...

SIDIOUS: You shall make amends in time, Darth Maul, but my order still stands that Coruscant is to be left alone.

Maul bows deeper.

MAUL: As you command, my master.

SIDIOUS: However, your report on the boy was most accurate, and goes some way towards expiating the debt you owe for your failure.

MAUL: I live only to serve you, my master.

SIDIOUS: Indeed. As it happens, we all may have misinterpreted the importance of Utapau. I foresee new opportunities for the Sith in this. You must learn patience, Lord Maul. In time, the Jedi will fall and the Galaxy will belong to the Sith.

MAUL: May it be as you say, my Master.

SIDIOUS: It shall be. I have foreseen it.

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Ages of the three main characters - Anakin is about in his late teens/early twenties, Padme is around thirty, and Obi-Wan Kenobi is near forty. The age spreads help that Obi-Wan is old enough to be an older brother/father figure to Anakin, but Padme is still within dating range for both without being too odd, since in the first episode there is a bit of a triangle.
How about Jedis being able to marry, they just have to have premission of the Jedi Order to marry.

Perhaps the Sith are arranged in three person cells, Master, Acolyte, and Student. Make the Sith Triad of the movies be Palapatine, Dooku, and Maul; they are the "Ruling Triad". Bring in Asajj Ventress is a member of another Triad.
How about Jedis being able to marry, they just have to have premission of the Jedi Order to marry.

Perhaps the Sith are arranged in three person cells, Master, Acolyte, and Student. Make the Sith Triad of the movies be Palapatine, Dooku, and Maul; they are the "Ruling Triad". Bring in Asajj Ventress is a member of another Triad.

I would get rid of anything close to the "Rule of two" which is a big stupidity IMO. If the two ever get killed that is the end of the Sith philosophy. I can see limiting it to some extent but two is ludicrous.
How about Jedis being able to marry, they just have to have premission of the Jedi Order to marry.

i don't know, the depiction of the Jedi as basically warrior monk is appropriate, expecially the rigid doctrine and monastic live/mortification aspect...they don't compromise, they mortify themselfs they are pure and any type of weakness and slips mean that you are tainted by the dark side and lost forever, basic.
The Sith on the contrary are the passion and the emotion run wild almost without control.
Honestly i will describe both side as wrong (not depicted as good and bad but better described as chaos and order) and fail to really understand the force, Anakin job was to unite both side...and fail miserably in do that.
Oh and no damned Midiclorians they are soo dull


How about Jedis being able to marry, they just have to have premission of the Jedi Order to marry.

I probably wouldn't deal with it either way. The problem with the affair is mostly an issue of class levels. I wouldn't even reference a marriage.

Perhaps the Sith are arranged in three person cells, Master, Acolyte, and Student. Make the Sith Triad of the movies be Palapatine, Dooku, and Maul; they are the "Ruling Triad". Bring in Asajj Ventress is a member of another Triad.

That's a cool idea, but I'm trying to keep this version of the prequels 'simple', just focusing on the main points of the plot necessary to advance the story. I would just mention that Sith are even rarer than Jedi (note, in my version, it is emphasized that the Jedi are already rare at the start of the prequels). That way the story can have just as many or as few Sith as is needed for the action without bringing in complications (like if there are always three, where is the third in the original trilogy (yes, I know we could just assume that the third is recently killed, thus the need to recruit Luke as the third - not so bad, actually). No, best to remain silent on that front, I think.


I would get rid of anything close to the "Rule of two" which is a big stupidity IMO. If the two ever get killed that is the end of the Sith philosophy. I can see limiting it to some extent but two is ludicrous.

I don't plan on making any reference to a limit in my prequels.


i don't know, the depiction of the Jedi as basically warrior monk is appropriate, expecially the rigid doctrine and monastic live/mortification aspect...they don't compromise, they mortify themselfs they are pure and any type of weakness and slips mean that you are tainted by the dark side and lost forever, basic.

Maybe, though I always preferred thinking of them more as mystic samurai than warrior monks, but there is a bit of the monk about them, true. However I don't think they have to be outright celibate, just temperate.

The Sith on the contrary are the passion and the emotion run wild almost without control.

Certainly they indulge in it, though it seems to me more that they channel their 'negative' emotions to power their workings in The Force. I don't think it is all emotion - somehow I don't recall the Emperor saying for Luke to "Channel your Love for your Sister." Rather, he says it is his weakness and undoing. They are willing to use the 'lesser' emotions as a bridge into corruption, but do not embrace them.

Honestly i will describe both side as wrong (not depicted as good and bad but better described as chaos and order) and fail to really understand the force,

It's one possibility, but personally I want them to actually be closer to good and evil. There was a simplicity to that in the original. Luke didn't see the 'order' in Vader, he saw the good. Look, I enjoy the battles between Order and Chaos as much as the next guy, and think that the one who did it well was Michael Moorcock in the Elric and other Eternal Champion cycle stories. But that doesn't mean that every conflict should be transmuted from the 'classic' dyad of good versus evil into order versus chaos (actually, this annoyed me a bit about Babylon 5, but at least there they gave plenty of foreshadowing that the Vorlon weren't exactly sunshine and lollipops). Star Wars is a simple morality play set among the distant stars with some fun lines and kick-ass effects. That's what I want to see continue.

Anakin job was to unite both side...and fail miserably in do that.

Well, I think there is an implication that he did it by first destroying the Jedi, then his son destroying the Sith. However, there is that possible interpretation in OTL prequels. I will not be referencing that at all in this version.

Oh and no damned Midiclorians they are soo dull

No midichlorians, agreed!
This really has nothing to do with the plot but maybe Liam Nesson could play Obi wan instead of Ewan McGreggor. Maybe Ewan McGreggor could play Anakin.
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So one thing I am struggling with is how I have Anakin get his terrible wounding - there is stuff that indicates a long tradition of Vader being burned in a molten lava pit. This was mentioned in the novelization of Return of the Jedi even. However, I can't shake the feeling that a damaged ship in a last arrogant hot shot attempt at escape just sounds right for the damage that happens. I think I shall keep my version (it is "Glen's" prequels, after all) - just going to have to figure out how that transforms.
So one thing I am struggling with is how I have Anakin get his terrible wounding - there is stuff that indicates a long tradition of Vader being burned in a molten lava pit. This was mentioned in the novelization of Return of the Jedi even. However, I can't shake the feeling that a damaged ship in a last arrogant hot shot attempt at escape just sounds right for the damage that happens. I think I shall keep my version (it is "Glen's" prequels, after all) - just going to have to figure out how that transforms.

The lava-pit business I don't think is actually discussed in the film ROTJ when Obi-Wan talks to Luke after the death of Yoda. The first time I saw it was in the ROTJ novelization I read in the fifth grade.

Having Anakin-the-great-pilot doing something arrogant involving a spacecraft strikes me as being totally in-character for TTL's version, so I recommend you stick with it.

About the "transforms" part, if Anakin's lungs are damaged by inhaling hot air or evaporated fuel from his disintengrating ship instead of volcanic gas, it could still necessitate the respirator. The awful surface burns would still be the same.

The main difference is that he wouldn't be missing the limbs Obi-Wan chopped off. Maybe they're mangled to the point they need amputation?

Of course, it is possible to heal with the Dark Side and Palpatine would probably know how. Unless Anakin's injuries are beyond his powers or maybe he DOES want Anakin crippled to keep him from being a threat...


The lava-pit business I don't think is actually discussed in the film ROTJ when Obi-Wan talks to Luke after the death of Yoda. The first time I saw it was in the ROTJ novelization I read in the fifth grade.

Having Anakin-the-great-pilot doing something arrogant involving a spacecraft strikes me as being totally in-character for TTL's version, so I recommend you stick with it.

About the "transforms" part, if Anakin's lungs are damaged by inhaling hot air or evaporated fuel from his disintengrating ship instead of volcanic gas, it could still necessitate the respirator. The awful surface burns would still be the same.

The main difference is that he wouldn't be missing the limbs Obi-Wan chopped off. Maybe they're mangled to the point they need amputation?

Of course, it is possible to heal with the Dark Side and Palpatine would probably know how. Unless Anakin's injuries are beyond his powers or maybe he DOES want Anakin crippled to keep him from being a threat...

Thanks for the support. It definitely was not referenced in the movies I checked. Breathing superheated air should do nicely for the lung searing. I have Darth Maul hack one limb off already. The others could easily have required amputation or even been fried off as his force bubble collapsed slowly ever so slowly.