By Travers and Kenyon Jordan
(this script is
about as copyrighted as it can get with Star Wars still belonging to George
Lucas)
EXT. SPACE — TITLE CARD
A long time ago in a galaxy far, far away…
A vast sea
of stars serves as the backdrop for the main title, followed by a roll-up,
which crawls into infinity.
EPISODE II: RISE OF THE EMPIRE
War rages in the GALACTIC REPUBLIC. Numerous systems
have been conquered by the SEPARATIST ALLIANCE, while the TRADE FEDERATION –
provoked by government repression of free enterprise – continues its rebellion.
The Separatists offer no ideals of freedom, however. Their goal is simply to
replace the Republic’s repression with their own. Their new Alliance threatens
to split the Republic in twain… under a new generation of dictators.
To end the threat quickly, Chancellor Palpatine has
marshaled the Republic Fleet and the Jedi Knights for battle… but it may not be
enough.
Pan down to reveal a fleet of Separatist warships in battle with the Republic fleet. The Separatist forces are protecting an asteroid mine colony near a nebula star cluster.
The battle is fierce, with large capital warships and fighters on both sides. Large emplaced guns on the mining colony repeatedly fire ion and turbolaser blasts at the Republic ships.
Two Jedi fighters break away from the main battle, en route to the mining colony. Panning into the cockpits reveals OBI-WAN KENOBI and ANAKIN SKYWALKER. Both are dressed as Jedi Knights, though Obi-Wan no longer has a Padawan braid and Anakin does. Anakin is now about 17 years old and as tall as Obi-Wan.
Obi-Wan
Target the emplaced guns, Anakin.
Both ships make a low altitude run over the asteroid surface, detonating charges on the turrets. Explosions indicate their success.
Obi-Wan
Good shooting.
Anakin
(pleased)
You as well.
Anakin grins, then looks in dismay at an incoming barrage of ten enemy fighters.
Anakin
Master!
Obi-Wan
I see them.
The two ships dodge aside as incoming laser fire flies all around them.
Obi-Wan
Strange…
Anakin
What?
Obi-Wan
I am detecting a strange presence aboard those ships…
The ships make a banking turn and pursue the Jedi. Their turbolasers fire a withering storm.
Anakin
On your six, master!
Obi-Wan’s ship is hit, one of his engines burns out.
Obi-Wan
Blast!
The enemy fighters close in Obi-Wan. Anakin hits the brakes on his ship, the enemy craft blow past. He fires repeatedly, downing three of them.
The rest close in on Obi-Wan, who, at the last moment, guns his ship into a loop the loop to gain the firing advantage. He and Anakin destroy the remaining fighters.
Obi-Wan
Part two, then.
The two Jedi ships zoom toward the asteroid’s mining colony and pass through a permeable atmosphere shield that keeps air around the colony.
EXT. ASTEROID MINING COLONY – DEEP SPACE DAY
A swarm of droid soldiers pour onto the landing platform as Obi-Wan and Anakin come in to land. The droids open fire as do the Jedi ships. Some droid shots penetrate the shielding, but for the most part they are ineffectual. Many droids are blown to bits. The Jedi land and leap out of their ships, lightsabers blazing.
Obi-Wan
Standard tacticals, Anakin.
Anakin nods. They rush the entrance doors under a hail of small arms laser fire from a mounted turret, deflecting the blasts with their blades.
As they reach the entrance, Anakin slices the turret in half while Obi-Wan uses the Force on the doors. After a few moments, they wrench open, bending in several places. The Jedi rush inside.
INT. ASTEROID MINING COLONY – DARK
Obi-Wan and Anakin enter the eerily empty facility, their lightsabers providing a feeble light source. It seems the colony is shut down. Hallways lead away at angles to the left and right of the entrance.
Obi-Wan
Strange… this colony should have been in full operation. This mission was top secret; very few knew we were coming.
Anakin
I have a bad feeling about this.
Obi-Wan
As do I… this smells like a trap.
They begin to back away, but as just as they reach the exit, a force field suddenly shimmers to life, striking Anakin and knocking him to the floor.
Obi-Wan
(grimly)
It would seem the trap is sprung.
Obi-Wan turns to the hallways, obviously sensing something.
Anakin
(getting to his feet)
Master—
Obi-Wan
(quietly)
Shh.
Obi-Wan closes his eyes, concentrating. Suddenly he sweeps his blade upwards, destroying a small attacker droid that was clinging to the ceiling.
Obi-Wan
(staring at the remains)
That presence again…
Anakin
Incoming!
Before them, hundreds of droids’ lights flip on, revealing the horde advancing before them. Clicking sounds emanate towards the Jedi as blasters lock into firing position. Numerous ceiling droids, clawed attack arms deployed, advance along the ceiling. The Jedi are trapped, pinned against the rear force field.
Before the Jedi can do anything, the droids open fire, laying down a massive salvo. The Jedi deflect the blasts, but they are many. The droids in the front line activate small force shields on their forearms, using them to deflect the blaster fire the Jedi have ricocheted back at them.
Obi-Wan
We need a way out!
Anakin
We’ll have to make one.
Anakin and Obi-Wan lash out with the Force, blasting a corridor between the droids down the right hallway. The shield droids are knocked aside, and several of the rear droids are struck by deflected blaster bolts, but their armor seems to absorb the shots.
Obi-Wan
Go!
The two Jedi race through the momentarily disabled battle droids, their lightsabers cutting many down as they pass. The droids’ armor is unable to stop the lightsabers.
Just as they clear the robotic force, a ceiling droid drops onto Anakin’s back, its claw blades suddenly whir into spinning saw blades and it attacks. Anakin cries out as it slices into his back.
Obi-Wan snags it with the Force and casts it into a wall. The droid leaps back to its feet and Obi-Wan squeezes his fist, obviously intending to crush the droid with the Force, but nothing happens. He reacts with dismay. The droid leaps at him, but Anakin slices it in half.
The two Jedi make it around the corner and partially down the next hallway. In the distance, the sound of the droids regaining their feet is clearly heard.
Obi-Wan reaches into his pouch and pulls out a bandage for the wound on Anakin’s back.
Obi-Wan
These are unlike any droids I have ever seen… they resist damaging attacks by the Force… only natural lifeforms have any kind of protection such as that.
Anakin
They’re fast… and hard to follow.
Obi-Wan
Yes… my senses are affected when near them. I cannot understand the cause.
The skittering from the other corridor grows louder. Obi-Wan quickly finishes with the bandage.
Anakin
How do we get out of here?
Obi-Wan
We disabled the primary shield generators for the colony, so the force field blocking our exit must be localized to the entrance.
Anakin
(looking at the ceiling)
Then we go up.
Obi-Wan reaches into his cloak and pulls out a pack of detonator charges.
Obi-Wan
Well, we won’t need these to blow their main computer any more.
EXT. ASTEROID MINING COLONY – DEEP SPACE DAY
An explosion blows the roof off a small section of the facility and the two Jedi leap out of it. Mere moments later, the shield droids and a large number of the ceiling droids follow. The shield droids all halt, their chest cavities opening to reveal blaster cannons.
A running fight begins as the Jedi race along the roof, fighting off the scuttling ceiling droids and trading blows with the shield droids, whose localized shields are capable of deflecting the lightsabers.
Suddenly there is a loud alarm sound echoing through the base, followed by a woman’s voice.
Alarm
Danger, air shield disabled, atmospheric venting will commence in 30 seconds.
Anakin and Obi-Wan exchange a quick glance of extreme concern and turn to run for their ships. The droids cascade after them, moving nearly as fast as the Force enhanced Jedi.
The Jedi reach their craft, using the Force to knock back the attacking droids. The droids quickly begin to regain their footing as the Jedi get inside their ships.
Alarm
Five seconds to atmospheric venting.
The Jedi’s canopies close and they both brace themselves. The droids leap forward and the venting suddenly commences as the atmospheric shield collapses.
Jedi ships, droids, and assorted debris are suddenly caught in an intense upward vacuum. The droids, unequipped for space travel, begin floating aimlessly away. Obi-Wan and Anakin’s ships roar to life and head off for the rest of the fleet where the enemy ships are now escaping to hyperspace.
Obi-Wan
Well. That was interesting.
Anakin chuckles into his headset as both Jedi smile. The ships zoom for PALPATINE’S flagship. It sits towards the fringes of the battlefield.
INT. PALPATINE’S FLAGSHIP – SPACE
Chancellor Palpatine sits in the command chair, his fingers steepled. His gaze is on the fleet outside. An OFFICER approaches.
Officer
General Palpatine, you have a private message from Coruscant.
Palpatine rouses from his trance and turns to the Officer.
Palpatine
I shall take it in my quarters.
He is about to enter the elevator, when Anakin and Obi-Wan emerge from it.
Palpatine
Ah, Master Jedi. How good of you to join us. I trust your mission was a success?
Obi-Wan
I’m afraid it was a trap, Chancellor.
Palpatine
Explain.
Obi-Wan
They’re using some new droid models I’ve never seen before. Fast and strong. And they can’t be crushed with the Force.
Palpatine
(concerned expression)
I will inform the Senate of this. Perhaps they will finally see the point I have been trying to make. But don’t worry about it now, Master Kenobi… you look like you need some rest.
He smiles and nods to Obi-Wan, then enters the elevator. The doors close and he is gone.
Anakin
Something troubling you, master?
Obi-Wan
Something is always troubling me, Anakin.
He grimaces a smile. Anakin chuckles.
INT. PALPATINE’S QUARTERS – SPACE
Palpatine emerges from the elevator into his spacious quarters. PADME approaches, carrying a datapad. Dressed attractively, but not revealingly, she is no longer the straight-shaped girl of three years before. She speaks to Palpatine in the tone of an assistant.
Padme
Excuse me, Chancellor.
Palpatine
(amicably, eyes glancing over her figure)
Yes, Padme?
Padme
Senator Tarkin is urgently waiting to speak with you. As are several fleet commanders and most of the rest of the Senate.
Palpatine
I wear too many hats, my dear.
(Padme hands him the datapad)
Now… I do believe your friend, Master Skywalker, is aboard…
Padme’s eyes light up.
Padme
Is he?
Palpatine
Yes… so even this overworked old man wouldn’t complain if you went to see him for a while.
Padme
Thank you, sir!
Palpatine
Think nothing of it.
Padme hurries off. As soon as the elevator doors close, Palpatine’s smile fades and he tosses the datapad onto a table.
He turns and activates the holopad on his desk. The figure of Tarkin appears.
Tarkin
I trust your little off-world foray is coming to an end soon?
Palpatine
(lip curling)
Is it so difficult to keep the Senate in check while I’m away?
Tarkin
You are chancellor now, sir. You can’t stay away for long.
Palpatine
I’m well aware of that, Tarkin. Rest assured I shall be returning soon.
Tarkin
(conspiratorially)
How did it go?
Palpatine
This line is not secure enough for idle talk, Tarkin. But it did go well. Only a few more steps remain.
Tarkin
I look forward to your return.
His hologram flickers out. Palpatine leans back in his chair, smiling.
INT. DROID FACTORY – DAY
COUNT DOOKU descends from a stairwell onto the observation platform. GENERAL GRIEVOUS, a hulking cyborg alien, stands on the platform near Dooku. Various, more human-sized, ALIENS are nearby.
Below, a gigantic assembly line is churning out battle droids of the models seen by Obi-Wan and Anakin.
Dooku
Most impressive. How many units are you producing daily?
Grievous
This is our primary facility, producing 10,000 daily. We have considerably smaller production lines at a few other sites.
DOoku
Still… they are droids.
Grievous
Have you not then seen the specifications or the results of the recent battle tests?
Dooku
I understand that the Jedi escaped. Not exactly a successful test.
Grievous
We did not intend their destruction at this time, Count Dooku. They must report back, after all.
Dooku
Granted. Perhaps you should show me these specifications then.
Grievous leads the group into another room. A large hologram projector sits on a platform near Grievous’ control station. He presses some buttons and an image of the weaker battle droids appears on the projector.
Grievous
Grunt type X67 Battle Droid. Neutronized plated armor capable of repelling multiple blaster shots before failing.
The hologram simulates the armor absorbing multiple shots before the droid is destroyed. The hologram switches to the ceiling droids, displaying their movement and a simulated attack against a human.
Grievous
G56 Scuttler. Assassin droid, armed with twin reciprocating vibro saws and backup blaster.
The hologram switches again, revealing the shield droid. The hologram shows the shield droids, their shielding, and their chest blasters. In the hologram, the droid takes on a Jedi at close range, deflecting the lightsaber and finally scoring a direct hit with its chest cannon.
Grievous
M85 Command Unit. We call them “Jedi Slayers.” Their localized shielding makes them far less expensive than destroyer droids but still capable of repelling blasters and lightsabers. Their chest cannon is usable at close or long range.
Dooku regards all this with interest. An ALIEN looks skeptical.
Alien
But they are still droids. Any Jedi could easily crush those little scuttlers with the Force, or even those big ones.
ALIEn 2
And there is another reason why droids have never replaced soldiers. They are too expensive and dependent on programming.
Grievous chuckles and taps a few more keys on the control pad. The display switches to a strange looking computer chip.
Grievous
Gentlemen, I present the latest in computer processors: the Organic Neuron Chip.
Dooku smiles as the others gasp.
Grievous
Combines the speed of the brain with the efficiency of a computer.
(he taps his own head)
Each droid is fully capable of independent, learned battle behavior, as well as being able to instantly communicate information to its fellows, and at one tenth the price this technology used to cost. And, of course, they now cause a Force ripple, rendering them immune to a Jedi’s ability to crush non-living objects.
Alien
But how can you produce computer chips with organic components? You’d have to harvest the material from people!
Grievous
No… thanks to the miracle of cloning.
He leads them to another room, where massive tanks are revealed. Brain matter can be seen growing inside them.
Grievous
We can clone just what we need, when we need it. Our droids are now the most powerful army in the Galaxy.
Dooku
(turns to the other aliens)
And so, now that you have seen… what is your answer?
The aliens turn and confer with each other. The first Alien steps forward.
Alien
The Separatist Alliance can count on our support.
INT. PALPATINE’S FLAGSHIP COMMISSARY – HYPERSPACE
Obi-Wan sits at the bar, a drink in hand. He seems lost in thought. Behind him, toward the rear of the room, Anakin stands up as Padme enters. The two embrace happily. It is obvious they are two long-time friends, glad to be reunited, but this time there is something… more.
Obi-Wan half-turns in his chair, regarding this with half-concerned, half-bemused interest. He takes a long drink.
EXT. CORUSCANT AIRSPACE – DUSK
Palpatine’s flagship and the rest of the fleet decelerate from hyperspace into orbit around the planet. Palpatine’s ship begins its reentry.
INT. PALPATINE’S FLAGSHIP – BRIDGE
Palpatine is again seated in the command chair. The primary communication screen shows the face of a high-ranking officer, ADMIRAL DARKA.
Palpatine
You have command of the fleet, Admiral. The Senate will require my presence for some time.
Darka
Thank you, sir. We’ll depart as soon as we resupply. Darka out.
Darka disappears from the screen.
EXT. CORUSCANT – DUSK
Palpatine’s flagship sets down on a large landing platform.
INT. SENATE CHAMBERS – DUSK
The Senate is in heated argument. Tarkin, serving as deputy chancellor, is frustrated. Senator MON MOTHMA of Chandrila, currently has the floor.
Mon Mothma
…and so I ask you, free peoples of this Galactic Republic, how can we, in good conscience, condone such an act as this? Cloning itself is morally contestable, and now we seek to place such as these in our armed forces?
She finishes, but there is nary a pause before Senator MALPIN of Malastare floats forward.
Malpin
You state these lofty ideals, Mon Mothma, but I don’t see your homeworld under siege by the Separatists. I don’t see the Trade Federation embargo cutting off Chandrila from shipping. This is war!
Mon Mothma
I do not argue against the war, Senator. I argue against the methods used to fight it.
Malpin
If we do not expand our armed forces by these methods, and soon, our borders will be overrun! Do you have a better plan than a clone army?
Mon Mothma does not have an immediate answer. Senator BAIL ORGANA of Alderaan floats forward.
Bail Organa
The plan may or may not work, Malpin. But it will do nothing to relieve our people’s crushing debt or restore our vanishing freedoms.
Malpin
When Alderaan is in ruins, Organa, then you can speak of vanishing freedom.
Bail Organa
One might say a good many things in this Republic are already in ruins, Senator.
He halts his speech after a significant look from Mon Mothma, who is still floating nearby.
Bail Organa
But you are correct. We must stop at nothing to preserve the Republic. And if clones are the only option…
He is cut off as the main entrance doors fly open, and Palpatine strides in.
Tarkin
All rise for the chancellor!
The senators stand. Palpatine raises his hands as he climbs into his floater booth and the senators retake their seats, with the exception of Bail Organa, Mon Mothma, and Malpin.
Palpatine
I can’t say that I am surprised this debate has continued this long. Three years, three different pieces of legislation… how could it be settled quickly? We are speaking of putting the safety of our people in the hands of clones.
(he pauses, looking back and forth)
But we no longer have any choice. On a recent mission, two Jedi Knights were nearly slain by a new threat from the Separatists… a droid army more powerful than any yet encountered. The hard data on these new droids will be forthcoming soon, but rest assured, with a working, economical army of droids, the Separatists will overrun us at every turn.
Malpin
Our Republic will be destroyed!
Palpatine
Indeed. And that is why, despite any moral indignation, we can no longer tarry, no longer delay. The threat is upon us. We do not possess the droid technology of the Separatists. We must match their force with equal or greater numbers.
(he gazes around the Senate)
Our best, last hope… are clones!
The senators stand, cheering. Though not all are doing so, it leaves little doubt which way the wind is blowing. Bail Organa claps with the others, though Mon Mothma does not. The cheering dies down.
Tarkin
The chair will allow 20 minutes for party caucus.
The senators all begin to file out. Mon Mothma and Bail Organa meet up outside the main chamber.
Bail Organa
You keep reminding me to put on a happy face for the chancellor, but you’re telegraphing your opinion with turbolasers.
Mon Mothma
You’re best at playing both sides, Bail. He’d see right through me.
Bail Organa
I’m simply worried you’re taking too many chances.
Mon Mothma
We have to stop this bill, Bail. Our Trade Federation forces are already outnumbered. And now we add clones to the mix?
Bail Organa
There is one thing the chancellor has not considered. This measure is inherently unconstitutional.
Mon Mothma looks unconvinced. A MESSENGER BOY runs toward them as they come outside.
MESSENGER BOY
Senators! Urgent message from Senator Bel Iblis!
Mon Mothma and Bail Organa share a look of great worry. They follow the boy at a run.
EXT. KUAT AIRSPACE – DAY
The Trade Federation Starfleet, commanded by ADMIRAL ACKBAR, is under attack by the Republic. The battle is not going well for the Trade Federation. Orbiting the nearby planet, Kuat, are a number of gigantic space stations containing shipyard facilities. These are owned by the Kuat Drive Yards Corporation which builds capital warships, the largest battleships in space.
Ackbar’s flagship, under heavy assault by Republic Battle Cruisers, attempts to evade pursuit by a fighter squadron. It dives between two Republic dreadnoughts, their ion fire accidentally strikes several fighters. These fighters crash into the dreadnoughts. The stern end of Ackbar’s ship strikes one of the dreadnoughts, an explosion follows as part of the stern is lost.
INT. MON MOTHMA’S HOME – DAY
Mon Mothma and Bail Organa stand with great concern in front of the holo projector. The image of SENATOR GARM BEL IBLIS shimmers as his ship takes a hit, and he staggers.
Mon Mothma
Garm… what happened?
Bel IBlis
(static)
Surprise attack ¾
(static)
¾ lost the shipyards ¾
(static)
¾ heavy damage.
Bail Organa
Can you get out of there, Garm?
Bel Iblis
(static)
Ackbar ¾
(static)
¾ doing his best.
(static)
¾ us luck.
Mon Mothma
(bowed head)
Good luck, Garm.
The image flickers out.
Bail Organa
If we lose our ships there…
MOn Mothma
(closes her eyes)
Then it may be the end of the Trade Federation.
INT. ACKBAR’S SHIP – DAY
Bel Iblis staggers out of the holo projector room and up a large hallway just as the entire ship lurches from hull damage. Other CREWMEN in the hall are dashed to the floor. Bel Iblis catches himself and makes his way into the bridge room.
Ackbar sits in his command chair. Other OFFICERS are flustered by the battle, but doing their jobs.
Ackbar
(into shipwide communication)
Concentrate all fire on the starboard dreadnought.
INT. CORELLIAN CORVETTE – DAY
A CAPTAIN receives Ackbar’s command and motions to the crew.
Captain
On it, Admiral.
EXT. KUAT AIRSPACE – DAY
Ackbar’s ship is still being pursued. Its turbolasers destroy a number of fighters as it finally clears a nest of Republic dreadnoughts. In the clear, it joins the other Trade Federation capital ships to concentrate fire on one of the dreadnoughts, destroying it in a massive fireball.
INT. REPUBLIC FLAGSHIP – DAY
Admiral Darka, sitting in the command chair, looks rather annoyed.
OFFICER
Sir, we just lost a dreadnought.
Darka
I’m well aware of that, lieutenant. Assume blockade formations, they will not escape this sector. Status on the interdictor cruisers, Mr. Barrow?
Barrow
ETA is two minutes.
Darka
Block them in and keep them close to the planet.
(grin)
Let’s see them get out of this one.
EXT. KUAT AIRSPACE – DAY
The attack on the Republic dreadnought has served to entrap the Trade Federation fleet. As ordered, the Republic ships move to surround them.
INT. ACKBAR’S SHIP – DAY
Bel Iblis has reached Ackbar’s chair. He leans over the commander.
Bel Iblis
So much for diplomatic missions.
Ackbar
They’re blockading our exit… it’s a trap.
Bel Iblis
Then interdictor cruisers can’t be far behind.
Ackbar
We’re too close to the planet to make the jump to hyperspace.
Bel Iblis
(nods)
We have one last thing they haven’t counted on…
(Ackbar gives him a skeptical look)
A member of the Senate Armed Forces Committee!
(he indicates himself with his thumb)
INT. REPUBLIC FLAGSHIP – DAY
Darka
Direct all ships to hold their fire… all power to shielding until the interdictors arrive.
EXT. KUAT AIRSPACE – DAY
The Republic cruisers move into a spherical blockade formation, surrounding the Trade Federation fleet as they try to escape.
INT. ACKBAR’S SHIP – DAY
Bel Iblis has moved over to the COMMS OFFICER.
Bel Iblis
(indicating two ships on the tactical console)
Issue code 699745 delta to those two ships.
Ackbar
Senator?
Bel Iblis
It’s a backdoor system into their computers… to prevent enemy capture.
(the comms officer transmits the signal)
It deactivates their shields.
Ackbar
(pressing the fleet-wide comms button)
All ships focus fire on my mark!
INT. REPUBLIC FLAGSHIP – DAY
Barrow
Sir! Two of our dreadnought’s shields are deactivating!
Darka
(leaping to his feet)
Don’t let them escape! Open fire!
EXT. KUAT AIRSPACE – DAY
The Trade Federation fleet carves a path through the two helpless dreadnoughts, the massive fireballs covering their retreat. Turbolaser fire from the Republic ships lances after them, but in vain. The entire fleet escapes into hyperspace. Seconds later, the interdictor cruisers arrive, but too late.
INT. REPUBLIC FLAGSHIP – SPACE – DAY
Darka is scowling heavily. On the screen before him, three interdictors float lazily through space.
Barrow
Interdictors here, sir. I’m afraid their gravity well generators aren’t going to be able to pull the Trade Federation Fleet out of hyperspace at this range.
Darka
(nods, deep in thought. He turns to Barrow)
Mr. Barrow… how were the shields deactivated?
Barrow
Limited data, sir… however… indications point to Republic backdoor code 699745 delta.
Darka
Give me a line to Chancellor Palpatine. It would seem he has some senatorial traitors to ferret out.
INT. JEDI TEMPLE COUNCIL CHAMBER – MORNING
The Jedi council members sit in their chairs in the brightly lit chamber at the top of the Temple. Included among them are YODA and MACE WINDU. Several of the JEDI MASTERS are represented by holographic projections. Many chairs are empty. Obi-Wan and Anakin stand in the center of the room. Faces are grave.
Mace Windu
An army of droids capable of independent, strategic thought? This is what you’re telling us, Obi-Wan?
Obi-Wan
I’m afraid so.
Yoda
At an impasse we are. Take on armies, the Jedi cannot.
Mace Windu
This has certainly given Chancellor Palpatine fuel for his cloning bill.
Anakin
He’s just trying to defend the Republic.
Mace Windu’s eyes narrow in annoyance towards Anakin’s interjection.
Mace Windu
With all respect to the chancellor, I must admit I feel hesitation toward many of his policies.
Ki-ADI-MUNDI
It is not our place to judge the chancellor’s actions. We are the defenders of the Republic, not its legislators.
Yoda
Risky business, interfering in the Senate is. But uncover the chancellor’s intentions, we should.
Mace Windu
It is also imperative that we discover the true nature of these battle droids. It is a pity that Count Dooku is off-world; he is quite learned in droid mechanics.
YOda
So few to spare, so many at war. Back to the front, most of us shall soon go.
Obi-Wan
Perhaps, masters, Anakin and I can be of help in both these matters.
Obi-Wan pauses as the other Jedi look to him expectantly.
Obi-Wan
We have seen these droids in action and know something of their capabilities. We could investigate them further.
Mace Windu
Folly to send two when one will serve. I believe Anakin may be of more use in another task.
Anakin gives a questioning look. The other Jedi look to Mace, curious.
MACE Windu
I am given to understand that a friend of yours, a Miss Padme Amidala, is in the employ of the chancellor. This could be of great help in investigating him.
Anakin
You’d use Padme for this? Put her in danger?
Mace Windu
This council will determine the proper use of any and all assets, young Padawan. Not you.
Anakin scowls. The council members look to each other, frowning, and finally there are mutual nods.
Yoda
Risky, this plan may be. But necessary, I find. But risk another’s life, the Jedi cannot. Volunteer, Miss Padme must.
Anakin doesn’t look happy, but he nods.
Anakin
Yes, masters.
Mace Windu
And good luck to you, Master Kenobi, in your investigations into these droids. I assume you have a plan in mind?
Obi-Wan
I have a potential lead, Master Windu. With the Council’s leave, I will begin immediately.
Yoda
May the Force be with you both.
Obi-Wan and Anakin bow and both leave the chamber. The holographic Jedi flicker out.
INT. JEDI TEMPLE HALLS – DAY
Obi-Wan and Anakin walk down the halls away from the council chamber. Obi-Wan seems distant, lost in thought, though Anakin is clearly unhappy.
Anakin
They think they can just do whatever they want-
Obi-Wan
(returning to the present)
They do not make these decisions lightly, Anakin. And they will not put her in danger against her will.
Anakin
Nonetheless…
Obi-Wan
I know. And I know I don’t need to tell you—
anakin
To protect her? I’d give my life.
obi-wan
Understood. But if there is any trouble,… I want you to bring in the Council.
Anakin
I can keep her safe, master.
Obi-Wan
I’m sure you can… but please… take no undue risks.
(pause)
There is one more thing, Anakin. As a Padawan, you are not bound by all of our rules yet, but, well… certain… attachments… are rather frowned upon.
anakin
(grimace)
The Oath.
Obi-Wan
Yes. Consider what you really want from life before you decide to undergo the trials. Because they will make you decide between being a full Jedi Knight… and those you care for.
aNAKIN
Have you ever regretted it, Obi-Wan?
Obi-Wan
(quickly)
That is neither here nor there, Anakin. We both have missions to undertake.
(holds out his hand)
Good luck.
anakin
(shaking hands)
And you.
Obi-Wan heads for the hangar bay.
Anakin
(calling after him)
Master!
Obi-Wan turns to listen.
Anakin
Take R2 with you.
(Obi-Wan gives him a look)
Just in case you see any more of those droids.
Obi-Wan nods his thanks and departs. Anakin watches him leave.
INT. DARKENED CORUSCANT HOME – NIGHT
DARTH SIDIOUS sits in a large chair, his fingers steepled in thought. Count Dooku enters.
Dooku
Did the cloning vote go as you expected?
Sidious
Mostly… nearly unanimous.
(thoughtfully)
And some support that I did not expect.
(pause)
However… a few senators, along with a biased reporter, Nils Scrivant, have raised a troublesome point – that the measure violates the Republic’s Constitution.
Dooku
A trifling matter… the Courts should deal with that little problem. After all, you appointed many of the judges. And the media… all but Scrivant are so afraid you’re going to black out the news for wartime reasons, they’ll print anything you want. You could even talk to Scrivant’s editor at Coruscant Live; he owes you.
Sidious
Yes, but don’t you see? All that – media, courts, senators – all that amounts to delay. And I can brook no more of that.
(he stands, looks out the window)
Other, more base, tactics may be necessary.
Dooku
Give people a fresh taste of the Separatist threat?
Sidious
More than a taste this time, my friend.
(he looks toward the Senate building and the Jedi Temple beyond)
It may be time to alter the balance of power.
(he turns, lowers his hood. He is Palpatine)
How else am I to become Emperor?
INT. JEDI TEMPLE, YODA’S QUARTERS – NIGHT
Yoda is deep in meditation, his odd face scrunched in concentration. There is a feeling of great power about him, even somewhat visible. Mace Windu enters quietly through the open door. Yoda’s eyes open.
Yoda
Active, he was again, his eyes on our very Temple.
MAce Windu
You think this Sith Lord is in the city?
Yoda
Little doubt, I have. But cloaked by the Dark Side he remains.
Mace Windu
Do you think we are in danger?
Yoda
(eyes narrowing)
When involved the Sith are, few are not.
EXT. OBI-WAN’S SHIP – HYPERSPACE
Obi-Wan sits in the cockpit, readouts from R2 displaying on his screen. The droid is in his socket on the outside of the ship.
The ship descends from hyperspace. Below them is a blue-green world, half in shadow. Very Earth-like, the planet’s dark side is speckled with the lights of cities. This is Chandrila.
Obi-Wan
Chandrila. It’s been a long time.
The
small ship flies toward the surface.
EXT. CHANDRILA
– DAY
Obi-Wan’s ship lands at the edge of a city, in a large parking area for starships. The planet is nicely landscaped, much more appealing than Coruscant. Obi-Wan and R2 exit from his ship.
The two move away from the parking lot towards the heart of the city.
EXT. CHANDRILA DOWNTOWN – DAY
Obi-Wan and R2 continue down the busy streets. Thousands of shoppers are about, humans, aliens, and droids. A surprising number of storefronts are empty. Many others have “Going out of business” signs.
Obi-Wan and R2 reach a nondescript store with a small painted sign, reading “Varrum’s Droids”. Obi-Wan leads the way inside.
INT. VARRUM’S DROID STORE – DAY
Obi-Wan enters the store, followed closely by R2. Droid parts and ready-made, deactivated droids line the numerous shelves. A SHOPPER is currently haggling with the owner, VARRUM over a piece of hardware.
Varrum is a large, boisterous man of about 50. Obi-Wan smiles and begins examining the shelves. The Shopper finishes his dealing, pays, and leaves.
Varrum
(with a glance at Obi-Wan from behind the counter)
Need help findin’ something?
Obi-Wan
I believe I have found him.
Varrum
(he looks closer at Obi-Wan)
Ben? Ben Kenobi?
Obi-Wan
(smiles)
Been a long time, Varrum.
Varrum hops around the countertop, hurries to Obi-Wan, and scoops him up in a big bear hug. He is quite a bit bigger than Obi-Wan. He finally sets the Jedi down, and Obi-Wan has to catch his breath.
Varrum
Haven’t seen you since you headed off to the Jedi school on Coruscant. Looks like ya made it though, eh? Look at you in that robe! And is that a real lightsaber?
obi-Wan
(quietly)
It is.
(looking around at the droid parts)
And you… this store… you own it?
varrum
Yeah, real impressive, ain’t it?
obi-Wan
Umm…
varrum
No need to lie. It’s a dump. Times have been tough… taxes and all…
(he pauses with a frown, then grins slightly)
But lately things have been looking up.
obi-Wan
How so?
varrum
Big new manufacturer came round recently. I’ve got a contract to make one of the parts.
Obi-Wan
Parts of what?
Varrum is distracted by R2’s having rolled over to inspect some droid parts.
Varrum
Heh, you a custom model, little guy? Got some interesting mods on your casing.
Obi-Wan
My apprentice, Anakin, built him.
Varrum
Quite the job. Astromechs are complicated little blighters.
(R2 beeps at this)
Heh, this one’s got quite the personality. And, what? Booster rockets?
(he checks R2’s boosters)
Must have quite the fuel matrix. And look at this backup power supply. He’s not for sale, is he?
Obi-Wan
(quietly)
I didn’t come here to sell anything.
varrum
Or to buy, either, from the looks of it. And you haven’t even asked about Telly.
Obi-Wan
I know.
Varrum
Ah, but you thought about asking, didn’t you?
Obi-Wan looks away, painfully. There is a pause.
Obi-Wan
(turns back to Varrum)
I’m sorry, Varrum. This wasn’t just a social call.
INT. VARRUM’S HOME (BEHIND THE STORE) – DAY
Varrum gestures for Obi-Wan to sit at the kitchen table as he prepares drinks in the kitchen. He talks with Obi-Wan through an interior window in the wall to the kitchen.
Varrum
New battle droids, huh? I’d’ve thought they’d gone out of style. Too expensive and all.
Obi-Wan
Well, either someone has deep pockets or they’ve found cheaper production methods. This new manufacturer you mentioned… What do they make?
Varrum
Well…
(he pauses, Obi-Wan looks expectant)
Truth is, I don’t really know. They said no questions, they gave me cash up front… I said OK.
obi-Wan
I see…
(he looks quite troubled)
Varrum… this has to do with that project of yours, doesn’t it?
Varrum
You remembered, huh?
Obi-Wan
I confess that is part of the reason I came here first.
Varrum
Well look, Ben. I’d been working on that Neuron Chip for years. Sunk a lot of money into it, you know? But I must have misjudged the market. They didn’t sell.
Obi-Wan
Jamming a chip into one’s brain isn’t the most appealing thought.
Varrum
Well, if you say it like that, yeah. But it’s an enhancer. Anyway… like I said, they didn’t sell..
He takes a drink. Obi-Wan waits expectantly.
Varrum
But these guys… they wanted the chips. They wanted a lot of them. So I’ve been making them.
(pause as Obi-Wan frowns)
I’m starting to get the feeling I didn’t do such a good thing.
Obi-Wan
Varrum… these battle droids… they could be the most fearsome thing ever constructed in the Galaxy.
They both take a drink, Varrum looks quite troubled.
Varrum
The guy comes once a month. He drops the cash, I give him the chips. I don’t know where he takes them.
Obi-Wan
When is his next pick-up?
Varrum
You’re in luck there. He’s due back tonight.
Obi-Wan
(standing)
Then I’m going to need your help. Do you still have the Cloaker?
Varrum
Sure, though it’s getting a little old. Why?
Obi-Wan
I’ll need it.
Varrum
OK. That’s all?
Obi-Wan
I’ll pay, of course. Republic credits.
Varrum
Oh, blast you, that’s not what I mean.
Obi-Wan
How is she, really? I haven’t seen her since she dropped out of the Academy…
Varrum
She’s OK. I worry about her, though. She goes on and on about the Republic… what it’s doing. At first it was just protests, but lately…
Obi-Wan
Lately what?
Varrum
You’d better go. Maybe next time you’ll see her.
Obi-Wan
Yes. Next time.
He looks out the window, lost in thought.
INT. PADME’S APARTMENT – NIGHT
Anakin waits outside Padme’s apartment, nervously rocking back and forth on his heels. He wears his Jedi garb, though he is carrying a bouquet of flowers. Padme opens the door, craning around the corner with a sleepy look. It quickly changes to a surprised look.
Padme
Anakin! I’m not dressed!
She slams the door, Anakin drops the flowers in a shocked fluster, his cheeks flushed. He stoops to retrieve the flowers, but then stops. He sits on the floor instead, focusing his gaze on the flowers, concentrating. They collect themselves and hover in front of him. The door reopens, revealing Padme in a nightgown.
Padme
Oh, are those for me?
Anakin
(tries a smile and floats the flowers to her hand)
I didn’t mean to wake you…
Padme
Oh, I took a shower and fell asleep on the couch. Just been really tired lately…
(she smells the flowers)
Oh, where did you get these?
Anakin
(still on the floor)
Um, well, there was this guy outside the front, and he said they were from Alderaan or something.
Padme
Oh, silly! Come inside!
She opens the door wider and Anakin comes inside. It is not a large apartment, but it is comfortable. It also sports a small balcony overlooking the city in the direction of the Senate and Jedi Temple.
Padme puts the flowers in some water.
Padme
Why didn’t you call?
Anakin
I don’t know. Obi-Wan left, I’m not sure what I’m¾ Do you want to go somewhere?
Padme
I’m not sure, I’m pretty tired…
Anakin
Oh. OK.
Padme
(laughing)
I’m just kidding. Let me go get dressed.
EXT. CORUSCANT STREETS – NIGHT
Anakin and Padme walk along the skyways, a huge series of interconnecting sidewalks in high tunnels that connect the buildings together. It substitutes for a street, since the long disused actual streets of Coruscant lie far below, and the repulsorlift vehicles zoom about the skyways all about.
Padme is dressed much more appealingly than she dresses for work. She wears a short skirt and halter top.
Padme
It seems like I get out so little these days, Chancellor Palpatine keeps me so busy.
Anakin
He’s really been focused on that cloning bill.
Padme
Yes, that’s been his obsession. I don’t much like it.
Anakin
Why not?
Padme
I don’t know. Clones, I guess. They’re just so…
(she shivers)
the same.
Anakin
You don’t have to work for him, you know.
Padme
(smiles)
Oh, it’s not so bad. He’s a real good boss, and he just wants to protect the Republic. Besides, I get to see you!
Anakin
(frowns)
Sorry I’m away so much.
Padme
(kisses his cheek)
You’re sweet. But I understand! You’re a Jedi and all.
Anakin
(shoves his hands in his pockets)
Well, not totally. Not yet.
Padme
And I know your mom sees you even less than me, being off on Corellia and all.
Anakin
Yeah… But she does have 3PO.
Padme
Something else is bothering you.
Anakin
(grimaces)
The Council, they… sent me.
Padme
Sent you? For what?
anakin
This is really hard.
Padme
It’s OK. I’ll understand.
Anakin
(brightening)
You will?
Padme
I know you, Anakin. You wouldn’t do anything to hurt me.
Anakin
Never.
INT. DROID FACTORY – DAY
General Grievous is receiving a comm hologram from Count Dooku on his wrist communicator.
DOOKu
The time has come to strike our first mighty blow at the heart of the Republic. You are to deploy your troops into the very heart of Coruscant.
Grievous
(chuckles)
Ah… just the sort of battle we have been craving. What is the target?
Dooku
There are two. The Jedi Temple and the Senate Chambers.
Grievous
Destroy them?
Dooku
If the opportunity presents itself. At the least, demonstrate our power and slaughter as many as possible.
Grievous laughs hideously as the comm winks out.
EXT. CHANDRILA AIRFIELD – NIGHT
Obi-Wan, Varrum, and R2 are finishing up with the Cloaker, a small, squat ship painted jet black. R2 boosts into his cradle and Obi-Wan begins punching in commands on the control console. Varrum slams the front access console down, finished with some modification.
Varrum
Well, that sensor cloak is a little outdated, but it should keep them from noticing you, so long as you stay far enough back. And be careful with that hyperspace boost. If you catch their wake wrong…
He trails off as he notices TELLY running up in a distinct hurry. She is a beautiful woman, about Obi-Wan’s age (28ish).
Telly
Ben, wait!
Obi-Wan
(with a nod at Varrum)
I’ll be careful.
Varrum nods as Telly arrives. The big man leaves them alone.
Obi-Wan halts his prelaunch sequence. He looks down at her.
Obi-Wan
I thought I’d know what to say.
Telly
(shakes her head)
I thought so too.
Obi-Wan
I have a duty to the Republic, Telly. You know that.
Telly
I know that’s why you stayed at the Academy. That’s why I left it.
Obi-Wan
You know I agree with you. I don’t like the change that’s come over the Republic.
Telly
The Republic… a poor name for a dictatorship.
Obi-Wan
You still don’t mince your words.
Telly
Are you blind, Ben!? It’s more than just a change! Palpatine is setting himself up as some kind of Emperor!
Obi-Wan
He may be a bit power-hungry, but I don’t—
Telly
The war with the Trade Federation, Ben? Why do you suppose he advocated so strongly against the slightest negotiation? General Antilles was the man who led the political campaign against Palpatine to take back the Senate! It was Palpatine who dismantled our military engine only to now claim he needs clones to rebuild it!
Obi-Wan clenches his jaw.
Telly
It’s all about power, Ben! He’s taxing my father 50% on his income! He can barely afford to stay open. You think this oppression is going to end?
Obi-Wan
(defensive)
There are still elements worth saving.
Telly
“A Jedi’s duty is to honor and goodness, not the law.” Isn’t that right?
Obi-Wan
You’re quoting the Jedi Code.
Telly
Then when you realize where you’ve strayed, maybe you’ll see what must be done.
Obi-Wan
What are you trying to say? Oppose the Republic?
Telly
(shaking her head)
Nevermind. You have work to do, don’t you?
Obi-Wan
I’m sorry, Telly.
She stands and watches as Obi-Wan’s canopy closes, the ship’s engines roar, and he blasts into space.
INT. PALPATINE’S OFFICES – DAY
Palpatine sports a surprisingly smallish office on Coruscant. Padme’s desk is basically a receptionist/secretary. Palpatine’s own office, in which he is currently sitting, is divided off from the front room.
Anakin and Padme enter through the main door, Palpatine watching them through their reflection in the window. Padme carries a bag. They enter his office and he turns his chair to face them, smiling ingratiatingly.
Palpatine
Well, Miss Padme, is this Anakin Skywalker?
Padme
Yes, sir. He’s been wanting to meet you, and I thought there wasn’t any harm in bringing him along today…
Palpatine
(smiling)
Of course not.
(to Anakin)
Words of your exploits have crossed my desk a number of times, young Skywalker. Defeating Sith Lords, protecting the city from destruction, facing off against the droid armies of the Separatists… quite the resume for one so young.
Anakin
Well, thank you.
Palpatine
No need to be so modest… Jedi can be so rigid that way, and I find it so dull.
(standing)
But come! We should all get lunch, have a little chat. That is, if young Skywalker has free time in his schedule?
Anakin
No, I’m not busy.
Palpatine
Excellent.
Padme
Actually sir, I had a bit of a backlog on the trade reports and some edits to do on your new speech.
Palpatine
Ah, of course. So efficient you are, my dear. Well, no matter. Anakin and I shall attend lunch then, if you don’t mind?
Padme
(with a glance at Anakin that Palpatine can’t see)
Oh no, of course not. Have fun!
Palpatine
(smiling)
We’ll be sure to bring you back something.
Palpatine puts a hand on Anakin’s shoulder and leads him towards the door, already going off on some kind of lengthy explanation. Padme waits until after they have disappeared, then swings around to Palpatine’s side of the desk, where his computer is. She begins looking through his records and personal files.
INT. RESTAURANT – DAY
Palpatine sits across a table in a fancy eatery, pontificating on some kind of fine point. They have drinks in front of them.
Palpatine
So, as I’m sure you must agree, people must be governed.
Anakin
You can’t have anarchy.
Palpatine
No, no, of course not. People are so very untrustworthy, so self-serving. It is a wonder that our economy still survives.
A WAITER arrives, providing them some sort of scrumptious meal. He departs.
Palpatine
Take our waiter friend, for instance. Give him sufficient power, and he would inevitably become a dictator. Pay him too heavily, and he will seek your own downfall.
Anakin
The Jedi aren’t like that.
Palpatine
Oh, aren’t they? Don’t Master Yoda or Master Windu abuse their power from time to time? Does not your own teacher, Master Kenobi, presume to dictate to you what you should do?
Anakin looks a bit uncomfortable. Palpatine smiles.
PALPATINE
But of course, not everyone is like that. That is why leaders should be chosen.
Anakin
You mean by election.
Palpatine
Mob rule is such a tyranny of itself. I believe leaders are chosen by fate. Or perhaps… by themselves.
He smiles as he cuts off a small piece of meat and eats it. He gives the impression of a giant devouring a helpless man. Anakin eats a small amount, still looking uncomfortable.
Palpatine
But come… tell me of your exploits. Tel