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Old 12-02-2006, 08:27 PM   #4
SamR
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EXT. UTAPAU - SPACE

A hyperspace ring materializes, and Obi-Wan’s blue Jedi fighter BLASTS out of it, heading for the planet Utapau. The fighter skims over the planet's surface, flat except for a few giant sinkholes.

EXT. UTAPAU - LANDING PLATFORM - DAY

Obi-Wan lands his ship on a platform projecting out of the side of a giant sinkhole. All is quiet. For the moment it is just him and his new Astro Droid (R4-G9). Then a local administrator, TION MEDON, comes out to greet the ship. Obi-Wan climbs out of his fighter, as a SHORT GROUND CREW approaches and looks it over.

On a ledge above the landing platform, GRIEVOUS' NEW BODYGUARDS watch, as Obi-Wan talks to Tion Medon.

TION MEDON
Greetings, young Jedi. What brings you to our remote sanctuary?

OBI-WAN
Unfortunately, the war.

TION MEDON
There is no war here, unless you've brought it with you.

OBI-WAN
With your kind permission, I should like some fuel and to use your city as a base, as I search nearby systems for General Grievous.

MORE GROUND CREW rush out and refuel Obi-Wan’s fighter. Tion Medon leans close to Obi-Wan and speaks quietly.

TION MEDON
He is here. We are being held hostage. They are watching us.

OBI-WAN
I understand.

TION MEDON
The tenth level . . . thousands of Battle Droids . . .

OBI-WAN
Tell your people to take shelter. If you have warriors, now is the time . . . Thank you for the message you sent.

TION MEDON
Message?

OBI-WAN
The one in the diplomatic packet.

TION MEDON
We never had a chance to send one.

Dismayed, Obi-Wan starts back toward his Starfighter, as Tion Medon leaves the landing platform. Greivous’ bodyguards retreat from the overhead platform. Obi-Wan climbs back into his fighter. R4-G9 turns to him.

OBI-WAN (cont’d)
Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.

The little Astro Droid BEEPS a reply.

EXT. UTAPAU - OBSERVATION DECK - DAY

From a high balcony, Grievous’ bodyguards watch the blue Jedi fighter TAKE OFF.

INT. LANDING PLATFORM – HALLWAY – SAME TIME

Obi-Wan also watches his ship TAKE OFF. He is hiding in the hallway. He quietly moves into the city.

INT. CITY - DAY

Obi-Wan makes his way through the city, looking up at the tenth level with electro-binoculars from his utility belt. He tries to figure out how he is going to get up there. He hears strange BELLOWING CRIES and investigates. He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around. Obi-Wan walks up to the wranglers and uses the Force with his slight hand movements.

OBI-WAN
I need transportation.

WRANGLER
(subtitled, in native tongue)
You need transportation.

OBI-WAN
Get it for me.

WRANGLER
(subtitled, in native tongue)
I will get it for you.

One of the WRANGLERS turns to the others and CHATTERS away in his strange tongue. Obi-Wan walks along the line of dragon/lizards, checking out each one. He looks at their teeth, legs, etc. Finally, he pats one on the neck.

OBI-WAN
This one.

The wrangler brings the chosen one out of its stall.

WRANGLER
Boga. She answers to Boga.

OBI-WAN
Good girl, Boga.

Obi-Wan swings onto the back of the lizard. The beast rears up and scurries outside to the edge of the sinkhole. Obi-Wan rides her like a native.

EXT. SINKHOLE WALL – LIZARD - DAY

The lizard Boga rears up on her hind legs again, then climbs the wall of the sheer cliff and starts moving up toward the tenth level. The city appears to be deserted. Obi-Wan is alert to any movement.

INT. CONFERENCE ROOM - GRAND CHAMBER – SAME TIME

General Grievous stands before the SEVEN-MEMBER COUNCIL OF SEPARATISTS, including the Neimodians NUTE GUNRAY and RUNE HAAKO.

GENERAL GRIEVOUS
It won't be long, before the armies of the Republic track us here. Our Lord Sidious is sending you to the Mustafar system in the Outer Rim. It is a volcanic planet, which generates a great deal of scanning interference. You will be safe there.

NUTE GUNRAY
Safe? Chancellor Palpatine managed to escape your grip, General.

Having just entered, Obi-Wan comes upon a hiding place above the assembly. He waits.

NUTE GUNRAY (cont’d)
Without Count Dooku, I have doubts about your ability, or of that phantom you serve, to keep us safe.

GENERAL GRIEVOUS
Be thankful, Viceroy, you have not found yourself in my grip . . .
Your ship is waiting.

Obi-Wan is deep in thought.

INT. TENTH LEVEL - CONTROL CENTER - DAY

The Jedi removes his cloak and jumps down behind the General.

OBI-WAN
Hello, there!

GENERAL GRIEVOUS
General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize attempting to fight me here will mean your doom.

About a HUNDRED BATTLE DROIDS surround Obi-Wan, General Grievous, and his bodyguards. Obi-Wan looks around, then walks right up to General Grievous. They stare at each other for a moment.

GENERAL GRIEVOUS (cont’d)
Enough of this.

The bodyguards raise their power staffs to knock Obi-Wan away, but he ducks, as the deadly staffs whistle over his head. The Jedi's light saber ignites, and Obi-Wan deftly cuts one bodyguard in two. His staff flies into the air and is caught by General Grievous. The other three bodyguards attack Obi-Wan with an intense fury.

Obi-Wan uses the Force to release a piece of equipment from the ceiling. It drops on the bodyguards, smashing them. Obi-Wan walks toward Grievous, slashing the last Bodyguard to pieces.

GENERAL GRIEVOUS
Impressive, Kenobi, but it will not save you.

Battle Droids move in.

GENERAL GRIEVOUS (cont’d)
(to Droids)
Back away. I shall deal with this one myself.

OBI-WAN
Your move, General.

GENERAL GRIEVOUS
You are a fool to have come! I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi!

His arms separate and grab all four light sabers on his belt. His four arms create a flashing display of swordsmanship.

OBI-WAN
You forget I trained the Jedi who defeated Dooku!

Obi-Wan is hard-pressed to defend himself against the deadly onslaught. They fight across the control room as BATTLE DROID SHARPSHOOTERS try to pick off the Jedi. Obi-Wan mounts a ferocious counterattack and cuts off one of Grievous’ hands. A loud EXPLOSION is heard echoing throughout the sinkhole. General Grievous and Obi-Wan glance to the entrance of the control center and see CLONE TROOPS in the distance, attacking DROIDS in the sinkhole. On the far wall of the sinkhole, CLONES can be seen rappelling onto balconies.

OBI-WAN (cont’d)
I may not defeat your Droids, but my troops certainly will.

GENERAL GRIEVOUS
Army or not, you must realize you will not survive this battle.

OBI-WAN
I’m an optimist.

TWENTY CLONES suddenly rappel into the entrance of the control center, ray guns BLAZING. Chaos. LASER BOLTS fly everywhere, as the Droids return FIRE. Obi-Wan attacks General Grievous, who defends himself rigorous-ly with one of his bodyguard's electro-staffs. Obi-Wan uses the Force to hurl General Grievous backwards. He falls onto a lower platform, and Obi-Wan jumps down after him.

The Jedi cuts down several Droids, as he races to the control center entrance. He spots General Grievous racing toward one of the landing platforms in the midst of the battle. Grievous jumps onto a wheel scooter and takes off down the sinkhole wall. Obi-Wan whistles for his lizard Boga, who runs to him. He jumps on.

EXT. CLIFF AND LANDING PLATFORM - DAY

The chase begins. Obi-Wan drops his light saber while riding Boga.

EXT. SENATE ARENA – EVENING

The sky has darkened, but the lights are on in and around the massive, elliptical Senate arena, which stands atop the many times more massive Senate Office Building.

INT. SENATE CHAMBER – EVENING

There is lots of ACTIVITY in the vast chamber, which has been thrown into a rare night session. Mon Mothma is talking inaudibly with several OTHER SENATORS in one of the pods. Padmé and Bail meet behind another pod.

BAIL
I have four more.

PADMÉ
So have I.

BAIL
That’s a gain of over a hundred, so far. How are you holding up?

PADMÉ
(like we’ve never seen her)
Better than I have in years!
Better than I could ever have hoped! A terrible weight is finally being lifted. There’s no need to worry about my . . . condition.

Bail does, indeed, look worried. Padmé moves closer to him.

PADMÉ (cont’d)
At last, we’re doing something worthwhile again . . . what our people sent us here to do . . . for their children to have a future. That’s where the real power lies. The Senate is realizing that following a Chancellor who destroys our Republic in the name of saving it isn’t our only choice. To truly save it . . . to gain the influence to win the peace, once this war ends, will take a new governing coalition . . .
(touches him softly)
One for which you, Bail, deserve the credit.

BAIL
It will be a tenuous one. Keeping it together will mean many compromises.

PADMÉ
I know, but what else can we do? That’s the price of democracy, and I’m willing to pay it.

BAIL
(looks around)
It’s strange the Chancellor isn’t here opposing this.

PADMÉ
Perhaps he knows he has lost.

She turns to go talk to more Senators.

INT. CORUSCANT - CHANCELLOR'S OFFICE - EVENING

Anakin brings news to Palpatine.

ANAKIN
Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.

PALPATINE
We can only hope that Master Kenobi is up to the challenge.

ANAKIN
I should be there with him . . .
Shouldn’t you be somewhere too, Chancellor? It seems that the Senate has started without you.

PALPATINE
I have more important matters to tend to . . . you for instance.

ANAKIN
(taken aback)
Me?

PALPATINE
It’s upsetting to see that the Council doesn't fully appreciate your talents. Don't you wonder why they won't make you a Jedi Master?

ANAKIN
I wish I knew. More and more, I get the feeling that I’m being excluded from the Council. I know there are things about the Force they are not telling me. Obi-Wan said there’s an imbalance in the Force that’s affecting us. I think he’s trying to frighten me away from it.

PALPATINE
He doesn’t trust you, Anakin . . . he or the Council. They see your future. They know your power will be too strong to control. Anakin, you must break through the fog of lies the Jedi have created around you. Let me help you to know the subtleties of the Force.

They walk into the hallway.

ANAKIN
How do you know the ways of the Force?

PALPATINE
My mentor taught me everything about the Force . . . even the nature of the Dark Side.

They stop.

ANAKIN
You know the Dark Side?!

PALPATINE
Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi. If you wish to become a complete and wise leader, you must embrace a larger view of the Force. Be careful of the Jedi, Anakin. They fear you. In time, they will destroy you. Let me train you.

ANAKIN
The Jedi are my family. I won't just abandon them.

PALPATINE
Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi . . . a life of significance, of conscience. Only through me can you achieve that greater power. Come to know the Dark Side of the Force, Anakin, and you will be able to save your wife from certain death.

ANAKIN
What did you say?

PALPATINE
A woman, at such a delicate time in her life as Senator Amidala is now, ought to be resting at home . . . not running around, engaging in political struggles. She is killing herself, and you know it. Use my knowledge, I beg you . . .

Anakin ignites his light saber.

ANAKIN
Padmé has her reasons for what she’s doing . . .

He raises his light saber to Palpatine’s throat.

ANAKIN (cont’d)
As I have to kill you, right now.

PALPATINE
It would appear so simple. Strike me down, and your wife and her traitorous friends take over the Republic. But then, the chaos that will ensue, which she will be unable to make the hard decisions to quell, will be too much for her. She will die from the strain.

ANAKIN
You’re wrong! Padmé can handle hard decisions. She has all her life.

PALPATINE
And when it is learned that the one who assassinated me is her secret husband and the father of her child? She will not survive the scandal. And the Jedi, except Kenobi who will be able to do no more than offer false comfort, will abandon her to her fate, so they can take over.

Anakin uses the Force to push Palpatine against the wall. He holds his light saber close.

PALPATINE (cont’d)
I can feel your anger. It gives you focus, makes you stronger.

ANAKIN
You’re right about that!

PALPATINE
Then, do it. Seal Padmé’s fate.

Anakin makes a move to strike, but then relaxes and turns off his light saber.

ANAKIN
No, I’m going to turn you over to the Jedi Council. Padmé’s fate, along with yours and mine, will be in their hands.

PALPATINE
Of course, that’s what you should do. But you're not sure of their intentions, are you? What if I’m right, and they’re plotting to take over the Republic?

ANAKIN
I will quickly discover the truth of all this.

PALPATINE
In any event, they’re neither able nor willing to save your wife. Know the power of the Dark Side . . . the power to save Padmé.

Anakin stares at him for a moment. Palpatine turns and moves to his office.

PALPATINE (cont’d)
I am not going anywhere. You have time to decide my fate. Perhaps you'll reconsider and help me rule the galaxy for the good of all.

Palpatine sits behind his desk.

EXT. UTAPAU - CLIFF AND LANDING PLATFORM - DAY

Obi-Wan gives the lizard a swift kick with the heel of his boot, and they take off down the vertical side of the sheer cliff. As General Grievous reaches the landing platform where his shuttle is waiting, Obi-Wan drops onto the top of the starship with his lizard.

Grievous spins his scooter around and takes off up the vertical cliff face, with Obi-Wan and his lizard in hot pursuit. The sinkhole is engulfed in a great battle between CLONES and DROIDS. The PEOPLE OF UTAPAU cower in whatever shelter they can find.

INT. MAIN CITY PLAZA - DAY

A LARGE GROUP OF UTAPAUAN TROOPS on LIZARDS attacks the DROID ARMY.

Obi-Wan and General Grievous race through the city at breakneck speed, passing through battle zones, and narrowly escaping EXPLOSIONS, LASER BOLTS and TROOPS from both sides. General Grievous lays the scooter down, as he goes around sharp turns. Obi-Wan's lizard breathes hard, as she tries to keep up. They destroy Droids, Clones and equipment, as they cut a swath of destruction through the city.

EXT. UTAPAU – WINDMILLS - DAY

General Grievous works his way out onto the rim of the sinkhole, passing some wind blades. He releases the brakes on the lethal blades, and they begin to spin, cutting off Obi-Wan's access. Obi-Wan's lizard pulls up short in front of the blades.

GENERAL GRIEVOUS
(into comlink)
Prepare to move out of orbit. I will be up in a few moments.

Obi-Wan sizes up the situation, looking for a way to get to General Grievous. The General accelerates off the edge, activating his claws, drops, and clings to another nearby grouping of windmills. Obi-Wan's lizard attempts to jump to follow and barely makes it, almost falling into the precipice below.

INT. CITY TUNNEL SYSTEM - DAY

General Grievous roars through the stone block tunnel system, riding up on the curved walls as he goes around corners or passes oncoming traffic. Obi-Wan races after him, the lizard moving onto the ceiling as they pass traffic. He catches up with Grievous, and they charge through the tunnel, side by side. Obi-Wan grabs Grievous’ electronic staff.

EXT. SECRET LANDING PLATFORM - DAY

Extending from the wall of a small sinkhole is a secret landing platform with a small Federation fighter sitting in the middle. Obi-Wan and General Grievous race out of the tunnels and onto the landing platform.

Obi-Wan yanks on the staff, then jumps off his lizard onto the General's scooter, knocking both warriors to the ground. General Grievous pulls out a laser pistol and FIRES at Obi-Wan. The Jedi grabs the General's electro-staff and spins it, blocking the LASER BOLTS. He charges General Grievous, swinging the staff and hitting him in the stomach, knocking the gun away.

Grievous grabs the end of the staff, which bends his forearm, and pulls Obi-Wan close to him. They engage in a furious fight. The electro-staff is knocked away. The two engage in hand-to-hand combat. Obi-Wan struggles to avoid the deadly blows of the brutal, unstoppable cyborg.

General Grievous’ stomach plate is loose. Obi-Wan grabs it and rips it off, revealing the alien life form's guts encased in a bag in the metal chest cavity. Before Grievous can knock him away, he reaches inside, rips the bag and tears it from its connections. Grievous lets out a long GROAN and falls over.

Obi-Wan watches the life form writhe inside the chest cavity. It appears to be dying. Suddenly, it jumps out at Obi-Wan, SCREECHING. It knocks him down and wraps around his arms, chest and neck, trying to suffocate him. Boga the lizard raises up and shakes her head defensively.

Struggling for his life, Obi-Wan reaches out his hand and uses the Force to retrieve Grievous’ laser pistol. A tentacle grabs his wrist, trying to make him drop the gun. Boga lunges forward and bites the creature, trying to tear it off her master. It SCREECHES again.

At that, Obi-Wan manages to turn the pistol toward the part of the creature that’s squeezing his chest. Boga jumps back, as he FIRES. The BLAST causes the creature to EXPLODE from the inside out. Obi-Wan frantically knocks and tosses the burning remains of the creature off of him. He is coughing, and the chest area of his tunic is singed.

OBI-WAN
So uncivilized . . .

He throws the pistol onto the platform, gets up and finishes brushing himself off. He picks up the electro-staff and approaches Boga, pausing to stroke her head gently before climbing on. The trusty beast rears up and takes off into the tunnel system.

INT. CORUSCANT - JEDI GUNSHIP - LANDING PLATFORM - EARLY EVENING

Mace, Agen Kolar and TWO OTHER JEDI (KIT FISTO and SASEE TIIN) are preparing to board a Jedi gunship to the Chancellor’s office. Anakin enters the hangar.

ANAKIN
Master Windu, I must talk to you.

MACE
What is it, Skywalker? We are in a hurry. We just received word that Obi-Wan has destroyed General Grievous. We’re on our way to make sure the Chancellor returns emergency powers to the Senate.

ANAKIN
He won't give up his power. He may not, even if the Senate forces him. I've just learned a terrible truth. I think Chancellor Palpatine is the Sith Lord we’ve been looking for.

MACE
(alarmed)
How do you know this?

ANAKIN
He knows the ways of the Force. He’s been trained to use the Dark Side.

MACE
Are you sure? It is vital that you be sure!

ANAKIN
I am sure. Absolutely.

MACE
Then our worst fears have been realized. We must move quickly, if the Jedi Order is to survive.

ANAKIN
Master, the Chancellor is very powerful. You will need my help if you’re going to arrest him.

MACE
For your own good, stay out of this affair. I sense a great deal of conflict in you, young Skywalker. There is much fear that clouds your judgment.

ANAKIN
I sense much fear in you too, Master. I must go.

MACE
(growing angry)
Do not presume to know what you sense in me, Skywalker!

ANAKIN
I’m sorry, Master.

MACE
If what you told me is true, you will have gained my trust, but for now remain here. Wait for us in the Council Chamber.

ANAKIN
Yes, Master.

Anakin watches, as the Jedi leave in their ship.

INT. JEDI TEMPLE - COUNCIL CHAMBER – MINUTES LATER

Anakin sits alone in the Council Chamber, thinking.

PALPATINE (V.O.)
You do know, don't you, if the Jedi destroy me, any chance of saving her will be lost.

PADMÉ (V.O.)
You don't need more power, Anakin. I believe you can protect me against anything, just as you are . . . and . . . even if something were to happen to me, I’ll love you all the same.

ANAKIN
I can't do this . . . I can't let you die.

He rushes out of the Council Chamber . . .

INT. JEDI TEMPLE – HANGAR – SECONDS LATER

and to his speeder bike. The hangar door opens, and he LIFTS OFF.

INT. LOBBY TO CHANCELLOR'S OFFICE - EARLY EVENING

Mace Windu and his three Jedi enter the lobby, raising their arms, and send an AIDE flying against the wall, along with two of the Republic Guards seen earlier.

INT. CHANCELLOR’S OFFICE – CONTINUOUS

The Jedi storm into the Chancellor's office to find Palpatine still seated at his desk.

PALPATINE
Master Windu. I take it General Grievous has been destroyed. I must say, you're here sooner than expected.

MACE
In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor.

Mace and the other Jedi ignite their light sabers.

PALPATINE
Are you threatening me, Master Jedi?

MACE
The Senate will decide your fate.

PALPATINE
(burst of anger)
I am the Senate!

MACE
Not yet!

Palpatine stands. A laser sword appears out of his cloak sleeve.

PALPATINE
It's treason, then!

He spins toward the Jedi and fights them into the hallway, beheading Sasee Tiin in seconds. Sasee's severed head lands, tentacles twitching. The other Jedi realize they're in trouble, as Palpatine, moving with preternatural speed, next engages Kit Fisto. Agen Kolar uses the Force to flip over top of them, just short of hitting the ceiling, and lands behind Palpatine. Agen, Kit and Mace close in on Palpatine, forcing him to turn back and forth to block their light sabers. It looks like they have him trapped.

Now, it's Palpatine's turn to use the Force to defy gravity. He flips over top of Agen, but doesn't wait to touch the floor before striking. As Agen turns around, Palpatine's light saber slices upwards through him. Palpatine stands upright, holding up his light saber, as the two halves of Agen fall to either side. Kit reacts with shock, Mace with fury.

EXT. SENATE OFFICE BUILDING - LANDING PLATFORM – SAME TIME

Anakin lands his speeder bike, jumps off, and runs into the main hallway.

INT. CHANCELLOR’S OFFICE – SAME TIME

Kit, Mace and the Sith Lord fight their way down the hallway and back into the main office area. As Mace maneuvers for position, Palpatine is able to use the Force to slam him against the wall then runs Kit through. Mace recovers, before the Chancellor can strike him down too. In the heat of battle, Mace cuts the window behind the Chancellor's desk, and it CRASHES away. Mace is forced out onto the ledge, twenty stories up. WIND BLOWS. They fight over the precipice.

Anakin arrives to see Palpatine and Mace fighting. Palpatine falters, and Mace forces him to drop his sword.

MACE
You are under arrest, My Lord.

PALPATINE
Anakin! I told you it would come to this. I was right! The Jedi are taking over!

MACE
You are an old fool, if you believe we would ever allow Sith rule to return! Your plot to regain control of the Republic is over . . . you have lost!

PALPATINE
NO! NO! YOU WILL DIE!

Palpatine raises his hands, and LIGHTNING BOLTS shoot out. They are blocked by Mace's light saber. Palpatine is pushed back against the windowsill.

PALPATINE
He is a traitor, Anakin.

MACE
He's the traitor! Stop him!

PALPATINE
Come to your senses, boy. The Jedi are in revolt. They will betray you, just as they betrayed me!

Mace pushes against the LIGHTNING BOLTS, YELLING from the strain.

PALPATINE (cont’d)
You are not one of them, Anakin. Don't let him kill me! I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him.

MACE
Don't listen to him, Anakin!

PALPATINE
Help me! Don't let him kill me. I can't hold on any longer.

Palpatine starts to SCREAM and MOAN, as Mace pushes him out to the edge of the ledge. As the Jedi moves closer, the BOLTS from Palpatine's hands begin to arch back on him. The Chancellor's face begins to twist and distort. His eyes become yellow, as he struggles to intensify his powers.

PALPATINE (cont’d)
I can't . . . I give up. Help me! I am weak . . . I am too weak. Don't kill me. I give up. I'm dying! I can't hold on any longer!

MACE
You Sith disease! I am going to end this once and for all!

ANAKIN
You can't kill him, Master! He must stand trial!

MACE
A trial may not stop him! He controls the Senate! He controls the Courts! He’s too dangerous to be kept alive!

PALPATINE
I'm too weak. Don't kill me. Please.

ANAKIN
It is not the Jedi way . . .

Mace raises his sword to kill the Chancellor.

ANAKIN (cont’d)
He must live . . .

PALPATINE
Please don't, please don't . . .

ANAKIN
I need him . . .

PALPATINE
Please don't . . .

ANAKIN
NO!!!

Just as Mace is about to slash Palpatine, Anakin steps in and cuts off the Jedi's hand holding the light saber. As Mace stares at Anakin in shock, Palpatine springs to life. The full force of Palpatine's powerful BOLTS BLASTS Mace. He attempts to deflect them with his one good hand, but the force is too great. As blue rays engulf his body, he is flung out the window and falls twenty stories to his death. No more screams. No more moans. Palpatine lowers his arm.

PALPATINE
Power! Unlimited power!

Palpatine cackles. His face has changed into a horrible mask of evil. Anakin looks on in horror.

ANAKIN
What have I done?

Anakin sits.

PALPATINE
You are fulfilling your destiny, Anakin . . . the one for which you were made.

Anakin stares at him.

PALPATINE (cont’d)
Become my apprentice. Learn the power of the Dark Side.

ANAKIN
I will do whatever you ask . . . but you must keep your promise to help me save Padmé's life. I will not let her die. Give me the power to stop those I love from dying.

PALPATINE
Only one has achieved this power. But have faith, Anakin. The Force is strong with you . . . stronger than it was with the one who was my mentor. If we explore together, I know we can uncover his secret.

Anakin kneels before him.

ANAKIN
I pledge myself to your teachings . . . to the ways of the Sith.

PALPATINE
Good. Good. A powerful Sith you will become. Henceforth, you shall be known as Darth . . . Vader.

ANAKIN
Thank you, My Master.

PALPATINE
Rise, Lord Vader.

Anakin stands. Palpatine moves over to his desk.

EXT. KASHYYYK - MEETING HALL - DAY

Yoda winces, closes his eyes, and holds his head. He feels a disturbance in the Force.

INT. CORUSCANT - CHANCELLOR'S OFFICE - EVENING

Palpatine is putting on his dark cloak. He is now fully Darth Sidious.

DARTH SIDIOUS
Because the Council did not trust you, my young apprentice, I believe you are the only Jedi with no knowledge of this plot. When the Jedi learn what has transpired here, they will kill us, along with all in the Senate who are loyal to the Republic.

ANAKIN
I agree. The Jedi's next move will be against the Senate.

DARTH SIDIOUS
Every single Jedi, including your friend Obi-Wan Kenobi, is now an enemy of the Republic. You understand that, don't you?

ANAKIN
I understand, Master. We must move quickly, Master. The Jedi are relentless. If we fail to defeat them, it will be civil war without end.

DARTH SIDIOUS
Good. You are learning. The Jedi must all be destroyed. First, I want you to go to the Jedi Temple. We will catch them off balance. Do what must be done, Lord Vader. Do not hesitate. Show no mercy. Only then will you be strong enough with the Dark Side to save Padmé.

ANAKIN
What of the other Jedi spread across the galaxy?

DARTH SIDIOUS
Their betrayal will be dealt with.
After you have killed all the Jedi in the Temple, go to the Mustafar system. Wipe out Viceroy Gunray and the other Separatist leaders. Shut down their Droid Army.
Destroy their communications. Then hold the planet until my forces arrive. Once more, the Sith will rule the galaxy, and we shall have peace.

INT. SENATE CHAMBER – NIGHT

Padmé, still euphoric, is talking to ANOTHER SENATOR in one of the pods.

PADMÉ
Yes, I heard it too. General Grievous is dead. But we can’t stop now. There’s no sense just hoping the Chancellor will give back his power. Just three more votes, and, with or without him, we’ll be able to restore the Senate to its rightful role in the Re-

ALARMS SOUND. Padmé looks up slightly toward the SOUND. The other Senator looks up and around. They see a squad of CLONE TROOPS entering the chamber. Padmé’s euphoria is gone.

CLONE COMMANDER
Everyone must evacuate! Repeat! Evacuate! There has been an attempt on the Chancellor’s life!

SENATORS MURMUR and start to leave. Bail looks around for Padmé, as he is herded out with the crowd.

Padmé, separated from the crowd, is almost beside herself with disbelief. She knows what this means.

PADMÉ
No . . . NO!!!

INT. JEDI TEMPLE ENTRY - NIGHT

Anakin approaches the Jedi Temple with a battalion of CLONE TROOPERS.

EXT. UTAPAU - TENTH LEVEL - LANDING PLATFORM - DAY

The battle between the CLONES and the DROIDS rages throughout the sinkhole. Obi-Wan rides up to CLONE COMMANDER CODY.

OBI-WAN
Commander, contact your troops. Tell them to move to the higher levels.

CLONE COMMANDER CODY
Very good, sir.

Cody starts to move away, then remembers something and returns to Obi-Wan.

CLONE COMMANDER CODY (cont’d)
Oh, by the way, I think you'll be needing this.

He hands Obi-Wan his light saber. The lizard rears up.

OBI-WAN
Thank you, Cody.

CLONE COMMANDER CODY
Have you ever ridden one of those before?

OBI-WAN
No, this is my first time.

CLONE COMMANDER CODY
Amazing! How do you do it?

OBI-WAN
There’s a connection between us.
(smiles)
Now, let's get a move on. We've got a battle to win here.

CLONE COMMANDER CODY
Yes, sir!

Obi-Wan and the lizard ride off down the wall of the giant sinkhole. The battle rages throughout the city. Cody takes out his comlink and listens to a hologram of Darth Sidious, as, far below, Obi-Wan can been seen battling Droids on a landing platform.

DARTH SIDIOUS (holo)
Commander Cody, the time has come. Execute Order Number Sixty-Six.

CLONE COMMANDER CODY
It will be done, My Lord.

The hologram disappears, and Cody gestures to a nearby CLONE TROOPER.

CLONE COMMANDER CODY (cont’d)
Blast him!

The battle rages all around Obi-Wan. DROIDS and CLONES are everywhere. Obi-Wan is riding on the lizard, cut-ting down Droids, as he races across the battlefield. Suddenly a volley of LASER BLASTS from behind him knocks him and his lizard off the wall of the sinkhole. He looks around just in time to see his Clone troops are FIRING on him. He and the lizard fall hundreds of feet to the bottom of the water-filled sinkhole.

EXT. FELUCIA – FOREST - DAY

A column of Clone walkers marches across the forest floor. The STRANGE CALLS of the alien forest creatures suddenly stop. The Jedi AAYLA SECURA and her CLONE TROOPS brace for an ambush.

AAYLA
Steady. . . . steady . . .

They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi.

AAYLA (cont’d)
Bly, do you think they're Droids?

CLONE COMMANDER BLY
No.

Bly BLASTS Aayla in the back. The other Clones FIRE on her, as she hits the ground.

EXT. KASHYYYK - MEETING HALL - DAY

Yoda drops his gimer stick, clutches his chest, and rests against a wall.

EXT. MYGEETO - DAWN

The sky slowly awakens on the crystal world of Mygeeto. A battle rages. CLONE TROOPS battle the DROID ARMIES across a long bridge. Ki-Adi-Mundi uses his light saber to deflect enemy fire.

The Clones stop. Ki-Adi-Mundi turns around and is BLASTED by Clone FIRE. He's killed before he can defend himself.

EXT. CATO NEIMOIDIA - JEDI STARFIGHTER - DAY

Plo Koon heads his ship toward a battle on a landing platform. The CLONE PILOT and THREE OTHERS with Plo Koon drop back and BLAST him out of the sky.

EXT. SALEUCAMI – FOREST - DAY

Three speeder bikes race through the forest. A FEMALE JEDI is in the lead. The TWO CLONES following her drop back and BLAST her, causing her to crash in a huge EXPLOSION.

INT. CORUSCANT - CHANCELLOR'S OFFICE - NIGHT

Darth Sidious stands alone in his private office, illuminated only by a hologram projector beam from above. A small hologram of Commander Gree stands in front of him.

CLONE COMMANDER GREE
Yes, My Lord.

DARTH SIDIOUS
The time has come. Execute Order Number Sixty-Six.

EXT. KASHYYYK - MEETING HALL BALCONY - DAY

A vista of waterways, high green mesas, and giant tree cities serves as a backdrop for another fierce battle of CLONES AND WOOKIEES against TRADE FEDERATION DROIDS, with treaded tank-like vehicles coming across the water. Clone Commander Gree holds his comlink.

CLONE COMMANDER GREE
It will be done, My Lord.

He snaps his comlink shut.

Chewbacca and Tarfful stand on either side of Yoda, as he watches the continuing battle from the balcony. Gree and ANOTHER OFFICER walk onto the balcony toward Yoda from behind. Yoda’s expression shows that he knows something is up. As soon as they are close enough, the two Clones reveal their weapons and FIRE. But Yoda is faster than them. He ignites his light saber, leaps into the air, and beheads them both. Chewbacca and Tarfful FIRE their weapons at more CLONES entering the hall. The Wookiees CALL OUT for Yoda to follow them. Chewbacca picks Yoda up and carries him away.

EXT. CORUSCANT - JEDI TEMPLE - NIGHT

A JEDI is surrounded and gunned down by CLONE TROOPERS.

INT. JEDI TEMPLE – HALLWAY - NIGHT

Anakin walks through the Jedi Temple hallway, amidst the battle. He finds Shaak Ti, who is using a light saber to block A DOZEN CLONE TROOPS from entering a room. As the Clones clear the way for Anakin, and he ignites his light saber, Shaak Ti attacks him with the ferocity of a lioness protecting her young. She puts him on the defensive, but then several Clones FIRE, and, as she deflects their BOLTS, he runs her through.

INT. YOUNGLINGS’ ROOM - NIGHT

Anakin enters the room Shaak Ti was defending, to find it full of YOUNGLINGS huddled in a corner.

YOUNGLING
Master Skywalker, there are too many of them. What are we going to do?

Anakin looks back at them with a stern expression on his face and ignites his light saber.

INT. PADME'S APARTMENT – LIVING ROOM - NIGHT

Padmé and C-3PO look out from the balcony at a column of black smoke rising from the Jedi Temple. Padmé is horrified.

C-3PO
The Chancellor's office indicated Master Anakin returned to the Jedi Temple.

Padmé looks at C-3PO.

C-3PO (cont’d)
Don't worry, My Lady. I am sure he will be all right.

Padmé looks outside again, tears welling up.

EXT. CORUSCANT – CITYSCAPE - NIGHT

The column of black smoke can be seen rising in the distance. Bail Organa’s speeder flies overhead, straight toward the smoke.

EXT. JEDI TEMPLE - LANDING PLATFORM - NIGHT

The Jedi Temple is on fire. Large plumes of smoke billow toward the sky, as Bail lands his speeder. FOUR CLONE TROOPERS stand guard at the entrance to the Temple. They lower their guns, as Bail gets out of his speeder and walks toward them.

BAIL
What's going on here?!

CLONE SERGEANT
There's been a rebellion. Don't worry, sir. The situation is under control.

The Clones bar the Senator from entering the Temple.

CLONE SERGEANT (cont’d)
I'm sorry, sir. No one is allowed entry.

The Clones point their guns at Bail and cock them.

CLONE SERGEANT (cont’d)
It's time for you to leave, sir.

BAIL
And so it is.

Bail reluctantly heads hack toward his speeder. Suddenly, several SHOTS RING OUT. Bail turns and sees a ten-year-old Jedi, ZETT JUKASSA, fighting the Clones. Several more CLONES join in the fight, followed by CLONE COMMANDER APPO, who points at Bail.

CLONE COMMANDER APPO
Get him! Shoot him!

Several of the Clones start firing at Bail. The Senator jumps for cover behind his speeder, starting the engines and pulling out his laser pistol. The young Jedi cuts down several Clones, including Appo, before he is overrun and SHOT. The speeder TAKES OFF with BAIL clinging to the side. The Clones FIRE at it, as it disappears into the cityscape.

EXT. CITYSCAPE - CONTINUOUS

Bail struggles to pull himself into the speeder, as it races along through the cityscape.

Finally, he climbs in, just as the Speeder is about to hit a building. He steers clear of the building and races away.

EXT. UTAPAU - UNDERWATER SINKHOLE - DAY

Obi-Wan dives below the surface amid a barrage of LASER FIRE. He dives deeper under the water, fumbling in his utility belt for a breathing device. He finds it and puts it in his mouth. He swims underwater until the CLONE TROOPS give up and stop filing.

EXT. UTAPAU - UNDERWATER CAVES - DAY

Obi-Wan removes the breathing apparatus after coming up from underwater. He looks back mournfully toward the sinkhole, where his lizard Boga fell with him. Then he starts to climb the rock wall.

Obi-Wan climbs to the second cave, just as two little seeker drones pop out of the water with searchlights glowing. Obi-Wan presses himself against the wall of the smaller cave, as the seekers search the grotto. One of them begins to enter the cave in which he is hiding. He presses further into the wall. The light shines on the opposite wall and moves to the back of the cave, illuminating a huge NOS MONSTER. Obi-Wan holds his breath.

The seeker is confused for a moment, then the nos monster lunges at the small Droid and consumes it in one bite. The nos monster’s lunge takes him past Obi-Wan, out of the cave, and into the water. The second seeker shines its light on the nos monster, as the ravenous creature tries to grab the little drone.

Obi-Wan slinks off toward the back of the cave. He comes upon a nest of BABY NOS MONSTERS. They SCREECH and make horrible SOUNDS. He jumps over them and continues on his way through the tunnel system.
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