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Old 12-02-2006, 08:18 PM   #1
SamR
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[FIN] Episode 3.2 - Revenge of the Sith Revisited

This rewrite of the ROTS screenplay is not a parody, but rather a serious attempt to enhance the story's character development, especially that of Padmé Amidala who, except for one powerful scene, was, I feel, not given her due. It is done in a way that, at least in the major areas, preserves the timeline for the Original Trilogy.

The "3.2" in the title implies the existence of a "3.1," which I posted on two other sites last fall. They are very similar, but, in this updated version, I've taken suggestions to do some more work on Anakin, hopefully making his turn to the Dark Side more believable to the many who are skeptical of how it played in the movie. Additionally, this complete copy includes a couple of small changes that are the result of an AOTC rewrite that is in progress.

Please note that, apart from an extension of the Count Dooku scene, it isn't until the characters are back on Coruscant before you'll start to see major differences from what is in the movie.





STAR WARS EPISODE 3.2


REVENGE OF THE SITH REVISITED



An Unofficial Rewrite of the

Screenplay by George Lucas



Previously Published and/or Produced

Material by George Lucas



New and Replacement Material

by Sam Rosenbaum

Based on Characters and Story Settings

Created by George Lucas



Updated
August 5, 2006




FADE IN:

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

EXT. SPACE

A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity.

War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.

In a stunning move, the fiendish Droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate.

As the Separatist Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive Chancellor . . .

PAN DOWN to reveal a Republic Attack Cruiser. Continue to PAN with the Cruiser, as two Jedi Starfighters enter and head toward an enemy Battle Cruiser. TRUCK with the Jedi fighters, as they maneuver in unison, dodging flack and enemy LASER FIRE. R2-D2 is on Anakin's ship. R4-P17 is on Obi-Wan's ship. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.

INT. OBI-WAN'S STARFIGHTER COCKPIT - SPACE

OBI-WAN KENOBI, now in his late 30’s with a longer beard, bounces through the flack with a frown. His ship ROCKS violently.

INT. ANAKIN’S STARFIGHTER COCKPIT - SPACE

ANAKIN SKYWALKER, now in his 20’s with longer, curly hair, smiles, as he BLASTS a Trade Federation Droid drop fighter.

ANAKIN
There isn't a Droid made that can out fly you, Master, and no other way to get to the Chancellor.

OBI-WAN
Look out, four Droids inbound.

EXT. CORUSCANT - SPACE BATTLE

The two Jedi fighters swerve in unison as four Trade Federation Droid drop fighters attack. After several clever moves by the Jedi, two of the Federation Droid drop fighters collide with each other in a ball of flame.

INTERCUT – INT. OBI-WAN'S AND ANAKIN’S STARFIGTHER COCKPITS, EXT. STARFIGHTERS, AND EXT. SPACE BATTLE

Obi-Wan struggles to maintain control of his ship.

OBI-WAN
We've got to split them up.

ANAKIN
Break left, fly through the guns on that tower.

Obi-Wan flies to the left of a huge tower on a Republic Cruiser. The two Droid drop fighters follow.

OBI-WAN
Easy for you to say . . . why am I always the bait?

ANAKIN
Don't worry. I'm coming around behind you.

Obi-Wan deftly maneuvers around a large starship's superstructure, but the two Droid fighters stay on his tail, BLASTING him with intense laser fire.

OBI-WAN
Anakin, they're all over me!

ANAKIN
Dead ahead! Closing . . . lock onto him, Artoo.

R2 BEEPS his reply, as Anakin swoops in for the kill. Anakin BLASTS one of the Droid drop fighters. It EXPLODES.

ANAKIN (cont’d)
(laughs)
We got him, Artoo!

Anakin BLASTS away at the second Droid drop fighter, as R2 BEEPS an angry warning.

ANAKIN
I copy, Artoo.

OBI-WAN
I'm going down on the deck.

ANAKIN
Good idea . . . I need some room to maneuver.

Obi-Wan dives toward the surface of one of the larger Trade Federation Battleships and is forced to fly through a maelstrom of laser flack. He skims the surface, followed by the Droid drop fighter, which is followed by Anakin.

ANAKIN (cont’d)
Cut right. Do you hear me?! Cut right. Don't let him get a handle on you. Come on, Artoo, lock on! Lock on!

R2 BEEPS. The crosshairs merge on the Droid drop fighter.

OBI-WAN
Hurry up! I don't like this!

Obi-Wan flies through a narrow gap between two towers on a battleship. The Droid drop fighter hits one of Obi-Wan's wings with a laser blast, and parts of the ship go flying around Obi-Wan's Astro Droid, R4.

OBI-WAN (cont’d)
Ouch!

R4 BEEPS a blue streak.

OBI-WAN (cont’d)
Don't even try to fix it, Arfour. I've shut it down.

ANAKIN
We're locked on . . . we've got him.

Anakin drops in behind the Droid drop fighter and blows it apart. R2 SQUEALS with delight.

ANAKIN (cont’d)
Yeah! We got him . . . good going, Artoo.

OBI-WAN
Next time you're the bait . . . Now let's find the Command Ship and get on with it.

R4 BEEPS a blue streak.

ANAKIN
Lock onto them, Artoo. Master, General Grievous's ship is directly ahead.

R2 BEEPS a reply, and it reads out in Anakin's cockpit.

ANAKIN (cont’d)
The one crawling with Vulture Droids.

OBI-WAN
I see it. Oh, this is going to be easy.

Ahead is a Trade Federation Cruiser, with batlike Droid Vulture fighters stalking around on the hull. The Vulture fighters transform into flight configuration, lift off the Cruiser, and attack the Jedi Starfighters.

ANAKIN
Come on, Master.

OBI-WAN
Not this time. There's too much at stake. We need help. Odd Ball, do you copy?

ODD BALL (V.O.)
Copy, Red Leader.

OBI-WAN
Mark my position and form your squad up behind me.

INT. ODD BALL'S FIGHTER COCKPIT - SPACE

ODD BALL is recognizable as a clone of Jango Fett from Attack of the Clones.

ODD BALL
We're on your tail, General Kenobi. Set S-foils in attack position.

INTERCUT – INT. OBI-WAN'S AND ANAKIN’S STARFIGTHER COCKPITS, EXT. STARFIGHTERS, AND EXT. SPACE BATTLE

OBI-WAN
(confidently)
May the Force be with us all.

The protective ray shield lowers on the main hangar of the Trade Federation Cruiser, and six new Droid tri-fighters emerge and join the Droid Vulture fighters heading toward the Jedi. The Jedi Starfighters extend the stability foils on the ends of their wings.

ANAKIN
This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.

R2 BEEPS a worried message.

OBI-WAN
Add five tri-fighters on the right.

ANAKIN
I'm going head to head. See you.

OBI-WAN
Take it easy, Anakin.

Four Clone fighters move into formation behind the Jedi.

ODD BALL (V.O.)
I'm on your right, Red Leader.

ANAKIN
Incoming!

R2 SQUEALS as five Droid tri-fighters pass by at high speed on the right.

OBI-WAN
Five more on the right!

Four more Vulture Droid fighters pass at high speed from the left. All hell breaks loose. Obi-Wan and Anakin continue to fly in unison, backing each other up. R2 SQUEALS.

ANAKIN
Here we go.

The Jedi ships split up and make a quick loop around the Droid tri-fighters, ending up behind them, BLASTING away. The Droid tri-fighters EXPLODE.

OBI-WAN
I'm going high and right.

ANAKIN
Hang on. There are four more of them.

OBI-WAN
Stay with me . . . swing back and right . . . help me engage. Back off . . . Let them pass between us.

ANAKIN
I'm coming around. I'm coming around on your tail.

OBI-WAN
All right, engage . . . and hurry. These Droids are all over me like a rash.

In one incredible move, Anakin swings in behind the Droid tri-fighters, blowing them away one by one, until there is only one left. R2 CHIRPS.

R2 then lets out a HOWL, as Anakin accelerates past the last Droid tri-fighter, slams on his brakes, flips the fighter around, and BLASTS the fighter from the front. R2 BEEPS frantically, as they fly through the debris of the destroyed ships.

Clone Fight Squad Seven battles the Droids.

ODD BALL (V.O.)
There are too many of them.

CLONE PILOT 2 (V.O.)
I'm on your wing. Break left. Break left. They're all over me. Get them off my-

A Clone fighter is hit and EXPLODES, spewing debris. The CLONE PILOT spins off into space.

ANAKIN
I'm going to go help them out!

OBI-WAN
No, no! They are doing their job, so we can do ours. Head for the Command Ship!

Another Clone fighter is hit, BURSTS into flames, and spins off into space. A Vulture Droid fighter raises its head to locate its target and FIRES missiles.

ANAKIN
Missiles! Pull up!

Anakin and Obi-Wan break right and left, and the missiles follow them. Anakin does a barrel roll spin, causing the missiles following him to collide and EXPLODE. Two missiles continue to chase Obi-Wan. He banks sharply to the right, then to the left, causing one of the missiles to overshoot.

OBI-WAN
They overshot us.

The second missile streaks next to Obi-Wan’s fighter and EXPLODES. Obi-Wan's ship rocks, and R4 SCREAMS, as the Starfighter rips through the explosion. Debris flies all around them.

ANAKIN
They're coming around!

OBI-WAN
All right, Arfour. No, no. Nothing too fancy.

ANAKIN
Surge all power units, Artoo! Stand by the reverse thrusters.

Anakin spins his Starfighter. The missiles spin and collide.

ANAKIN
We got 'em, Artoo!

Two missiles continue to track Obi-Wan.

OBI-WAN
Flying is for Droids.

Suddenly, Obi-Wan shudders, and his ship starts to plummet toward the surface of the Trade Federation Cruiser. The trailing missiles fly into what looks like debris, and DETONATE. Five silver balls fly out of the debris and attach themselves to the ship. The balls pop open, revealing SMALL BUZZ DROIDS that begin to crawl across the surface like spiders.

OBI-WAN (cont’d)
I'm hit! Anakin?

ANAKIN
I see them . . . Buzz Droids.

The Buzz Droids crawl across Obi-Wan's ship and start to tear it apart. SPARKS ERUPT where they break into the wiring. One of them goes after R4.

OBI-WAN
Arfour, be careful. You have one-

R4 SCREAMS, as his head gets ripped off. It flies away.

OBI-WAN (cont’d)
Oh dear. They're shutting down all the controls.

ANAKIN
Move to the right so I can get a clear shot at them.

OBI-WAN
The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.

Anakin moves into position just off Obi-Wan's left side. He angles his ship so his guns are pointing at the Droids crawling over Obi-Wan’s Starfighter. Anakin FIRES and vaporizes two Buzz Droids, along with the left wing of Obi-Wan's ship.

OBI-WAN (cont’d)
In the name of . . .

ANAKIN
Steady . . . steady . . .

OBI-WAN
Anakin, hold your fire . . . hold your fire. You're not helping here.

ANAKIN
I agree, bad idea. Swing right . . . ease over . . . steady . . .

OBI-WAN
Wait . . . wait . . . I can't see a thing! My cockpit's fogging. They're all over me, Anakin.

ANAKIN
Move to the right.

OBI-WAN
Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do.

ANAKIN
I'm not leaving without you, Master.

Anakin moves his ship next to Obi-Wan's and tries to physically knock the Buzz Droids off. There are five left. He manages to get one off, but badly dents Obi-Wan's ship in the process. One of the Buzz Droids tears a piece off of the front of Obi-Wan's ship. Flames BURST out, and more smoke billows out, obscuring the Jedi's view.

Anakin knocks off three of the Buzz Droids. The fourth crawls out onto Anakin's ship and starts attacking R2. R2 fights back.

OBI-WAN
Blast it . . . I can't see . . . my controls are gone.

ANAKIN
Get 'im, Artoo. Watch out!

OBI-WAN
Artoo, hit its center eye.

R2 extends an arm and aims a stream of electricity at the swerving Buzz Droid, hitting it squarely in the eye. It falls off the ship.

ANAKIN
Yeah, you got him!

OBI-WAN
Great, Artoo.

ANAKIN
Stay on my wing . . . the General's Command Ship is dead ahead. Easy . . . pull up . . . Head for the hangar.

OBI-WAN
Have you noticed the shields are still up?

ANAKIN
Oh?! Sorry, Master.

Anakin streaks ahead of Obi-Wan's disintegrating Jedi fighter and BLASTS the shield generator. It SPARKS and EXPLODES.

OBI-WAN
Oh, I have a bad feeling about this.

INT. TRADE FEDERATION CRUISER – MAIN HANGAR

The shield door drops away, and Obi-Wan CRASHES on the deck, engulfed in a FANTAIL OF SPARKS. A set of blast doors starts SLAMMING shut across the hangar opening, as material is sucked into space.

Anakin maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut. Obi-Wan ignites his light saber and cuts his way out of the cockpit. He jumps clear, just as his ship EX-PLODES. BATTLE DROIDS rush at him from all directions.

Anakin jumps out of his ship and cuts his way through the Battle Droids to where Obi-Wan is fighting. R2 pops out of the ship and follows Anakin.

OBI-WAN
Artoo, locate the Chancellor.

They cut down the last of the Droids and follow R2 over to a computer wall socket, where he inserts his service arm. A hologram of the Trade Federation ship’s layout appears in the computer’s display.

OBI-WAN
The Chancellor's signal is coming from right there. The observation platform at the top of that spire.

ANAKIN
I sense Count Dooku . . .

OBI-WAN
I sense a trap.

ANAKIN
Next move?

OBI-WAN
Spring the trap.

The Jedi start to leave. R2 follows. They stop and turn to R2.

ANAKIN
Artoo, go back. I need you to stay with the ship.

OBI-WAN
(to R2)
Here, take this, and wait for orders.

He tosses the comlink to R2, and he and Anakin enter a large hallway.

INT. TRADE FEDERATION CRUISER – BRIDGE – SAME TIME

GENERAL GRIEVOUS, a tall, lanky cyborg, with a raspy voice due to a recent chest injury, enters the bridge, followed by TWO BODYGUARDS. He walks to the front of the bridge and stands in front of the NEIMOIDIAN CAPTAIN.

GENERAL GRIEVOUS
What's the situation, Captain?

CAPTAIN
Two Jedi have landed in the main hangar bay.

GENERAL GRIEVOUS
Just as Count Dooku predicted.

INT. HALLWAY – SAME TIME

The two Jedi wait for an elevator to arrive. They turn around and see they are face to face with THREE DESTROYER DROIDS. The Droids start BLASTING away. Anakin deflects the BOLTS.

Obi-Wan frantically pushes the elevator button several more times. Finally, the door opens, and they rush inside under a hail of LASER BOLTS. The elevator door slides shut. The Jedi turn to see BATTLE DROIDS standing behind them.

BATTLE DROID
Drop your weapons! I said drop 'em.

The Jedi activate their light sabers and destroy all the Battle Droids.

INT. HANGAR – SAME TIME

R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.

INT. ELEVATOR – SAME TIME

The elevator begins to move, but then SCREECHES to a stop.

OBI-WAN
Did you press the stop button?

ANAKIN
No, did you?

OBI-WAN
No!

ANAKIN
Well, there's more than one way out of here.

He ignites his laser sword.

OBI-WAN
We don't want to get out. We want to get moving. Artoo . . . Artoo. Do you copy? Activate elevator . . .
(looks at control panel)
31174.

Anakin cuts a hole in the elevator ceiling.

INT. MAIN HANGAR – SAME TIME

The two Super Battle Droids are inspecting the Jedi Starfighters. They overhear Obi-Wan's voice over the comlink.

INT. ELEVATOR – SAME TIME

OBI-WAN
Artoo?

Anakin climbs through the hole in the ceiling of the elevator.

OBI-WAN (cont’d)
(looking up)
Always on the move.
(to comlink)
Artoo, do you copy?

R2 quietly BEEPS a reply over the comlink.

INT. MAIN HANGAR – SAME TIME

R2 tries to muffle the comlink, as the two Super Battle Droids try to figure out where the voices are coming from. R2 extends an arm and plugs into a computer interface.

OBI-WAN (V.O.)
(from comlink)
Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo!

INT. ELEVATOR SHAFT – SAME TIME

Suddenly, the elevator plummets down the shaft. Anakin quickly jumps and grabs onto the hallway entry door. He watches, as the elevator recedes down the shaft and disappears. Anakin struggles to keep his grip on the closed door, as SPARKING wires rain down on him.

INT. ELEVATOR – SAME TIME

The elevator descends rapidly.

OBI-WAN
Stop. Stop! Artoo, we need to be going up.

INT. ELEVATOR SHAFT – SAME TIME

Anakin struggles to hang on to the narrow edge of the elevator shaft. The door to the shaft is pried open, and TWO BATTLE DROIDS appear in the doorway and look down at Anakin. They point their guns at him.

DROID 1
Hands up, Jedi! Don't move.

DROID 2
Roger, roger.

INT. MAIN HANGAR – SAME TIME

The two Super Battle Droids again overhear Obi-Wan's comlink messages to R2. They move toward the SOUND.

OBI-WAN (V.O.)
(from comlink)
Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.

INT. ELEVATOR – SAME TIME

The elevator races down as Obi-Wan holds on.

OBI-WAN
Stop. R2! We need to go up! Stop. Stop!

The elevator stops with a JOLT. Obi-Wan falls to the floor.

INT. MAIN HANGAR – SAME TIME

The two Super Battle Droids walk toward R2.

SUPER BATTLE DROID 1
Hey you!

R2 plugs into the interface again, and the elevator shoots up in the display, before they grab him.

INT. ELEVATOR – SAME TIME

Obi-Wan gets to his feet.

OBI-WAN
Now, that's better.

INT. MAIN HANGAR – SAME TIME

R2 CURSES and swings at the two Super Battle Droids holding him up.

SUPER BATTLE DROID 1
You stupid little Astro Droid!

R2 activates his oil hose and SPRAYS the Super Battle Droids. The Super Battle Droids slip on the oil.

INT. ELEVATOR SHAFT – SAME TIME

Anakin looks down and sees the elevator heading toward him at a high rate of speed. He looks at the Battle Droids leaning over him with their guns pointed at him. He calculates for a moment, then gives himself a push and flips himself up into the elevator shaft.

Before Anakin can arc into a descent down the shaft, the elevator races up through the shaft, cutting the Droids in two. Anakin lands on the elevator and . . .

INT. ELEVATOR - CONTINUOUS

quickly drops back through the hole in the ceiling.
Obi-Wan is startled and ignites his light saber.

OBI-WAN
Oh, it's you.

INT. MAIN HANGAR – SAME TIME

R2 ignites his arm ROCKETS and SHOOTS out of their grip, SPRAYING them both with oil and setting them on FIRE. The Super Battle Droids slip and slide until they fall, smoldering. R2 rolls away.

INT. ELEVATOR – SAME TIME

Obi-Wan has deactivated his light saber.

ANAKIN
What was that all about?

OBI-WAN
Well, Artoo has been-

ANAKIN
(interrupting)
No loose wire jokes. He's doing the best he can.

OBI-WAN
Did I say anything?

ANAKIN
He's trying!

OBI-WAN
I didn't say anything!

INT. GENERAL'S QUARTERS – SAME TIME

The elevator door opens and the two Jedi carefully make their way into the main room.

In front of a large window to the battle in space sits a figure in a chair, his back turned. The chair, in which his arms are restrained, turns around, revealing him to be SUPREME CHANCELLOR PALPATINE.

Moving toward him, Anakin and Obi-Wan see a very distressed look on the Chancellor's face.

OBI-WAN
(bows)
Chancellor.

ANAKIN
Are you all right?

PALPATINE
(quietly)
Count Dooku.

Palpatine makes a small gesture with his hand. Obi-Wan and Anakin turn around.

The elevator doors can be HEARD OPENING AND CLOSING, as COUNT DOOKU strides into the room. He is above the Jedi, standing on a balcony, with two SUPER BATTLE DROIDS. The Jedi turn to see him. He looks down on the Jedi.

OBI-WAN
(quietly to Anakin)
This time we’ll do it together.

ANAKIN
I was about to say that.

Dooku jumps down to the main level. Obi-Wan and Anakin throw off their cloaks and ignite their light sabers.

COUNT DOOKU
Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.

Obi-Wan and Anakin move toward Dooku.

OBI-WAN
You won’t escape us twice, Dooku.

They charge Dooku. A great sword fight ensues.

COUNT DOOKU
I've been looking forward to this.

ANAKIN
My powers have doubled since the last time we met, Count.

COUNT DOOKU
Good. Twice the pride, double the fall.

He lunges at the Jedi. They fall back.

COUNT DOOKU (cont’d)
Your moves are clumsy, Kenobi . . . too predictable. You'll have to do better.

As the battle proceeds, Obi-Wan and Dooku grow tired. Anakin grows stronger, as he becomes angry, and continues to drive the attack on Dooku. Dooku throws Obi-Wan back, using the Force. Anakin and Dooku move up the stairs. As they reach the upper landing, Anakin leaps over Dooku. Obi-Wan reaches the top of the stairs and destroys the two Super Battle Droids. Dooku catches and holds Obi-Wan in the air, using the Force, as he turns and kicks Anakin out of frame. Obi-Wan is choking. Anakin hits the archway.

Dooku sends Obi-Wan flying. The Jedi tumbles to the lower level, unconscious. Dooku spins around again and, using the Force, causes a section of the balcony to drop onto Obi-Wan. Anakin spins and kicks Dooku, sending him over the balcony. Anakin jumps, following him down to the main floor. They continue the fight.

COUNT DOOKU (cont’d)
I sense great fear in you, Skywalker. You have hate, you have anger, but you don’t use them.

Anakin regains his composure and attacks Dooku, as the Dark Lord continues his spin to meet him head on. Their fighting becomes even more intense. Anakin attacks Dooku with a new ferociousness. Finally, in one last energized charge, Anakin cuts off Dooku's hands. The Jedi catches the light saber, as it drops from the severed Sith Lord's hand. Dooku stumbles to the floor, as Anakin puts the two light sabers to his neck. Palpatine is grinning, as he watches Count Dooku's defeat.

PALPATINE
Good, Anakin, good. I knew you could do it. Kill him. Kill him now!

Dooku turns his head with a shocked expression.

ANAKIN
I shouldn't . . .

PALPATINE
You must.

Dooku looks daggers at Palpatine then up at Anakin.

DOOKU
Join me, Skywalker. I will show you things are not what they seem. None of us is who he appears to be.

PALPATINE
Don’t listen to him, Anakin!

ANAKIN
(to Dooku)
So, were I to lop off your head, it would only appear that I have?

PALPATINE
He’s far too dangerous to be kept alive. Do it!

DOOKU
Your Chancellor is-

Anakin cuts off Dooku's head in mid-sentence. A huge EXPLOSION deep in the ship RATTLES everything.

PALPATINE
You did well, Anakin.

Anakin drops Dooku's light saber, moving to Palpatine.

ANAKIN
Yes, but he was an unarmed prisoner.

Anakin raises his hands, and the Chancellor's restraints pop loose.

PALPATINE
His words were poison. He could have destroyed you with them as surely as if he still had his light saber in his hand.

ANAKIN (cont’d)
But the Jedi know how to guard against that. I shouldn't have killed him, Chancellor. It wasn’t the Jedi way.

Palpatine stands, rubbing his wrists.

PALPATINE
It was only natural. He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin.

The ship begins to list to one side.

Anakin rushes over to Obi-Wan, lifts the control console off of him, and pulls him free. He kneels down and checks out his unconscious friend. Palpatine heads for the elevators.

PALPATINE (cont’d)
Anakin, there’s no time.

ANAKIN
He seems to be all right. No broken bones . . . breathing's all right.

PALPATINE
We must get off the ship. Leave him, or we'll never make it.

ANAKIN
His fate will be the same as ours.

Anakin picks up Obi-Wan, slings him over his shoulder, and heads for the elevators.

INT. BRIDGE – SAME TIME

GENERAL GRIEVOUS
Prepare for attack.

PILOT
All batteries fire! Fire!

INT. REPUBLIC CRUISER – BATTLESTATIONS – SAME TIME

CLONE GUNNERS FIRE on the Trade Federation Cruiser and take FIRE in return. Gun emplacements are destroyed. Clone troopers go flying.

INT. TRADE FEDERATION CRUISER - GENERAL'S QUARTERS – SAME TIME

Anakin carries Obi-Wan to the elevator doors and hits the button. Palpatine joins him.

ANAKIN
The elevator's not working.
(into his comlink)
Artoo . . .

R2 BEEPS a response over the comlink.

ANAKIN (cont’d)
Activate Elevator 3224.

INSERT - EXT. BATTLE – SPACE

A beam from the Republic Cruiser penetrates the Trade Federation Cruiser’s lower hull, causing an EXPLOSION.

BACK TO SCENE

Suddenly the ship shifts to its side, as the elevator doors open. Palpatine is thrown to the floor. Anakin jumps to the door frame and looks into the elevator shaft.

ANAKIN
Artoo, do you copy? Artoo, come in!

INT. MAIN HANGAR – SAME TIME

As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other. Several objects BREAK THROUGH the metal blast doors, causing objects to be SUCKED into space. R2 starts to slide toward one of the small holes.

INT. GENERAL'S QUARTERS – SAME TIME

As the elevator shaft rotates, it has become a long hallway. Anakin clings to the doorframe with Obi-Wan on his shoulder, as the Chancellor struggles to join him.

INT. MAIN HANGAR – SAME TIME

R2 continues to skid and slide toward open space. He BEEPS, as he dodges the LASER BLASTS of the Battle Droids. One BOLT hits very near him, and he SCREAMS in terror. One of the Battle Droids stumbles and is consumed by the electronic shield in a ZAP.

R2 is about to be overtaken by a Starfighter sliding behind him. He falls into a heap of broken Battle Droid parts, and the fighter BOUNCES over him.

EXT. SPACE – CORUSCANT – SAME TIME

The Trade Federation Cruiser heads straight down toward the planet.

INT. TRADE FEDERATION CRUISER – GENERAL’S QUARTERS – SAME TIME

Anakin jumps into the horizontal elevator shaft with Obi-Wan still on his shoulder.

ANAKIN
We can't wait. Come on, we have to be fast.

Palpatine climbs into the elevator shaft also.

INT. ELEVATOR SHAFT ON SIDE

They start running. The ship begins to roll again, and the Jedi and the Chancellor are forced to jump from one side of the elevator to the other.

INT. BRIDGE – SAME TIME

GENERAL GRIEVOUS
Fire the emergency booster engines.

PILOT
Leveling out, sir.

INT. ELEVATOR SHAFT ON SIDE – SAME TIME

Anakin, still carrying Obi-Wan on his back, and Palpatine run down the elevator shaft, as it starts to move upright. Anakin cuts a control box on one of the doors, but before the doors can open, the ship moves to an angle, causing him and Palpatine to start sliding down the shaft. Anakin grabs some wires in the control box with one hand. Palpatine grabs onto the Jedi's leg. As the ship rights itself, they are left hanging in the bottomless elevator shaft.

Obi-Wan regains consciousness and tries to look around.

ANAKIN
Easy . . . We're in a bit of a situation.

OBI-WAN
Did I miss something?

He looks down and sees Palpatine and the bottomless pit. They hear R2 BEEPING on Obi-Wan's comlink. The ship begins to roll, causing the now vertical shaft to move into a forty-five-degree angle. They hear the ELEVATOR BRAKES RELEASE and look up to see the elevator heading toward them.

ANAKIN
Hold on.

OBI-WAN
What is that?

Obi-Wan and Anakin look up to see the elevator approach at high speed, then Obi-Wan turns to Anakin.

OBI-WAN (cont’d)
Oops.

ANAKIN
(to comlink)
Artoo, Artoo, shut down the elevator!

OBI-WAN
Too late! Jump!

They fall about three hundred feet before the tilt of the ship catches up with them, and they hit the side of the shaft and slide at great speed just ahead of the elevator. The shaft continues to rotate until it is completely horizontal. Anakin and Obi-Wan take out and throw grappling hooks. The hooks catch, and they continue to fall. All the doors in the elevator shaft open up, and the group swings through an open door into a hallway. The elevator ROARS by.

INT. HALLWAY - CONTINUOUS

Anakin, Obi-Wan and Palpatine fly through the elevator door and land.

OBI-WAN
Let's see if we can find something in the hangar bay that's still flyable. Come on.

ANAKIN
(to comlink)
Artoo, get down here. Artoo, do you copy?

INT. MAIN HANGAR – SAME TIME

As the Federation Cruiser continues to rotate, R2 SQUEALS and pokes a periscope out of a pile of broken Battle Droid parts. He looks around then ROCKETS up out of the debris.

INT. HALLWAY – SAME TIME

Obi-Wan and Anakin lead Palpatine down the hallway toward the hangar bay.

INT. DOORWAY TO HANGAR BAY - CONTINUOUS

They stop in a doorway leading into the hangar bay. It is extremely WINDY, as bits and pieces are continually SUCKED into space through the hull breaches. The hangar bay doors are closed, but great STRESSES are being exerted, as the ship twists, re-entering the atmosphere of Coruscant.

OBI-WAN
None of those ships will get us anywhere.

ANAKIN
I agree.

PALPATINE
What are we going to do?

ANAKIN
I don't know.

He and Palpatine both look to Obi-Wan.

OBI-WAN
(shrugs)
Don't look at me. I don't know.

Anakin sees that his fighter has been sucked out of the hangar bay and is totaled.

ANAKIN
The only thing we can do is head toward the bridge and see if we can find an escape pod.

They turn back into the hallway and start running. Suddenly, RAY SHIELDS drop around them, putting them in an electronic box in the middle of the hallway. Obi-Wan takes a deep breath in disappointment.

OBI-WAN
Wait a minute, how'd this happen! We're smarter than this.

ANAKIN
Apparently not, Master. This is the oldest trap in the book . . . Don’t worry. Artoo will be along in a few moments, and he'll release the ray shields.

R2 comes SKIDDING across the hallway and BASHES into the opposite wall. He takes a moment to compose himself.

ANAKIN (cont’d)
See! No problem.

Suddenly, several doorways open, revealing TWO DESTROYER DROIDS. SIXTEEN SUPER BATTLE DROIDS emerge from behind the destroyer Droids. R2 turns.

SUPER BATTLE DROID
(to R2)
Don't move, dummy.

R2 ZAPS the Super Battle Droid.

SUPER BATTLE DROID (cont’d)
Ouch! Zap this!

It kicks R2 over.

OBI-WAN
(to Anakin)
Do you have a plan B?

PALPATINE
Why don't we let them take us to General Grievous. Perhaps with Count Dooku's demise, we can negotiate our release.

The Jedi look at each other in disbelief.

EXT. BRIDGE – MINUTES LATER

Obi-Wan, Anakin, Palpatine, and R2-D2 stand before the alien cyborg General Grievous.

GENERAL GRIEVOUS
Oh yes. General Kenobi, the Negotiator. We've been waiting for you. That wasn't much of a rescue.

One of the Battle Droids walks to General Grievous and hands him the Jedi'S light sabers.

OBI-WAN
That depends upon your point of view.

GENERAL GRIEVOUS
And Anakin Skywalker . . . I was expecting someone with your reputation to be a little older.

ANAKIN
General Grievous . . . Supreme Commander of the Droid Armies. You're shorter than I expected.

GENERAL GRIEVOUS
Ahhhh, Jedi humor . . .

OBI-WAN
Anakin, try not to upset him. We have a job to do.

GENERAL GRIEVOUS
Your light sabers will make a fine addition to my collection.

OBI-WAN
Not this time. And this time you won't escape.

ANAKIN
Artoo.

R2 creates a distraction by extending all his arms, shooting out ELECTRICAL PULSES, and bouncing around.

OBI-WAN, hands restrained with electrobonds, spins around, reaches out and, using the Force, yanks his light saber out of the General's hand, ignites it, and cuts his bonds. He continues to spin around and cuts Anakin free.

GENERAL GRIEVOUS
(to bodyguards)
Crush them!

Anakin uses the Force to yank his light saber out of the General's hand. The Droids that surround them begin to FIRE. Obi-Wan and Anakin jump into the line of fire and deflect the Droids’ BLASTS.

The bridge degenerates into chaos, as Obi-Wan and Anakin destroy the Battle Droids then become locked in a pitched battle between electro staffs and laser swords with the two bodyguards.

Palpatine is taken away by two more Battle Droids. General Grievous walks around, directing the crew.

GENERAL GRIEVOUS
Stay and watch your stations.

Obi-Wan fights one of the bodyguards, who carries an electrified staff about five feet long. When the laser sword hits it, ELECTRICAL BOLTS fly everywhere and surround the laser sword. Obi-Wan is unable to cut the staff. He gets whacked pretty good a couple of times and is knocked halfway across the bridge. He pulls himself together and attacks again, cutting off the Droid bodyguard’s head. The bodyguard keeps attacking.

Anakin struggles to defend himself against the other manic Droid bodyguard. He cuts the bodyguard in half.

INT. HALLWAY – SAME TIME

The two Battle Droids continue trying to take Palpatine away. Anakin follows them down the hallway and cuts them down, freeing him.

INT. BRIDGE – SAME TIME

Obi-Wan finishes off the headless bodyguard. It crumbles to the floor in pieces. ALARMS SOUND, as the giant spacecraft begins to list and fall out of orbit. General Grievous retrieves one of the bodyguards’ staffs and faces Obi-Wan.

PILOT
(yells at Grievous)
Sir, we are falling out of orbit! All aft control cells are dead!

GENERAL GRIEVOUS
Stay on course . . . Don't bother with them. Keep the ship in orbit.

Returning with Palpatine, Anakin leaps over a console and lands behind General Grievous.

OBI-WAN
What is it to be, General? Your ship is breaking apart.

One of the pilots comes up next to Grievous.

PILOT
He’s right. The ship is breaking up!

GENERAL GRIEVOUS
Then we've run out of time.

Obi-Wan tries to get at General Grievous. Anakin runs at the General from the opposing side. Grievous turns and throws his electrified staff at the window. It BREAKS, causing chaos, as everything that is not fastened down is SUCKED into space. General Grievous is the first one out.

EXT. TRADE FEDERATION CRUISER - SPACE

Grievous FIRES a cable from his arm that attaches to the ship. He swings in and lands firmly on the side of the ship.

INT. BRIDGE – SAME TIME

Obi-Wan, Anakin, Palpatine and R2-D2 hold on for dear life. A blast shield closes around where the window used to be. Before they have time to relax, there is a huge SHUDDER, followed by more ALARMS. SPARKS begin to fly outside the windows.

PALPATINE
The hull is burning up!

EXT. TRADE FEDERATION CRUISER – ENTERING UPPER ATMOSPHERE – SAME TIME

General Grievous detaches his cable and crawls along the exterior hull, using his magnetized hands and feet. He reaches a row of escape pods and enters an airlock.

INT. POD BAY - CONTUNUOUS

General Grievous enters the pod bay through the hatch, goes to a control panel and opens an escape pod.

GENERAL GRIEVOUS
Time to abandon ship.

He pulls a row of switches, and, one by one, the escape pods JETTISON.

INT. ESCAPE POD - CONTINUOUS

He gets in one, the hatch closes, and the escape pod BLASTS away from the damaged Cruiser.

INT. BRIDGE – SAME TIME

Obi-Wan and Anakin go over to the navigator's chair.

ANAKIN
All the escape pods have been launched.

OBI-WAN
Grievous. Can you fly a Cruiser like this?

ANAKIN
You mean, do I know how to land what's left of this thing?

Anakin sits in the pilot's chair and sees on a screen the back half of the ship break away. There is a great JOLT, and the ship tilts forward.

OBI-WAN
Well?

ANAKIN
Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.

Obi-Wan and Palpatine strap themselves into chairs. Anakin struggles with the controls of the ship.

EXT. TRADE FEDERATION CRUISER – UPPER ATMOSPHERE – SAME TIME

The ship starts to glow, and more pieces break off.

INT. BRIDGE – SAME TIME

R2 moves in on Palpatine's controls and assists in flying the Cruiser.

OBI-WAN
Steady . . . Attitude . . . eighteen degrees.

R2 BEEPS.

ANAKIN
Pressure rising. We've got to slow this wreck down. Open all hatches, extend all flaps, and drag fins.

OBI-WAN
Temp steady. Hatches open, flaps extended, drag fins . . .

EXT. TRADE FEDERATION CRUISER – UPPER ATMOSPHERE – SAME TIME

A large part of the ship breaks away.

INT. BRIDGE – SAME TIME

ANAKIN
We lost something.

OBI-WAN
Not to worry, we're still flying half the ship.

ANAKIN
Now we're really picking up speed . . . I'm going to shift a few degrees and see if I can slow us down.

OBI-WAN
Careful . . . we're heating up-twelve thousand . . . thirteen thousand . . .

ANAKIN
What's our speed?

OBI-WAN
Eight plus sixty-forty. Eight plus sixty-twenty. Eight plus sixty. Temp ten thousand, nine thousand . . . we're in the troposphere.

Anakin points to one of the controls. R2 BEEPS madly.

ANAKIN
Grab that . . . Keep us level.

OBI-WAN
Steady. Steady.

ANAKIN
Easy, Artoo. Hang on, this may get a little rough. We lost our heat shields.

OBI-WAN
Five thousand. Three thousand . . . two thousand. Fireships on the left and the right.

INT. FIRESHIP COCKPIT – ATMOSPHERE – SAME TIME

FIRESHIP PILOT
We'll take you in.

INT. TRADE FEDERATION CRUISER – BRIDGE – SAME TIME

OBI-WAN
Copy that. Landing strip's straight ahead.

ANAKIN
We're coming in too hot.

OBI-WAN
Easy-easy.

EXT. CORUSCANT – AFTERNOON

The ship leaves a contrail, as it STREAKS across the Coruscant skyline.

INT. TRADE FEDERATION CRUISER – BRIDGE – SAME TIME

Palpatine and Obi-Wan hold on for dear life, as the ship SHAKES and RATTLES toward a landing platform in the industrial part of the city.

EXT. INDUSTRIAL LANDING PLATFORM – CONTINUOUS

Emergency fire speeders surround the large landing platform. The smoking ship approaches, as five fire-ships spray it with foam. The ship lands hard, SKIDDING to a stop just short of the edge.

INT. TRADE FEDERATION CRUISER – BRIDGE – SAME TIME

Obi-Wan and the others are shaken but all right.

OBI-WAN
Another happy landing.
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