69 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-LATE AFTERNOON
The small Jedi Shuttle carrying PALPATINE and the JEDI arrives at the landing platform. There are a DOZEN SENATORS, including BAIL ORGANA, JAR JAR BINKS, and C-3PO, waiting for them. PALPATINE, R2-D2, and ANAKIN get out. OBI-WAN and MACE stay in the doorway of the Jedi Shuttle.
ANAKIN: (to Obi-Wan) Are you coming, Master?
OBI-WAN: Oh no. I'm not brave enough for politics. I have to report to the Council. Besides, someone needs to be the poster boy.
ANAKIN: Hold on, this whole operation was your idea. You planned it. You led the rescue operation. You have to be the one to take the bows this time.
OBI-WAN: Sorry, old friend. Let us not forget that you rescued me from the Buzz Droids. And you killed Count Dooku. And you rescued the Chancellor, carrying me unconscious on your back, and you managed to land that bucket of bolts safely . . .
ANAKIN: All because of your training, Master. You deserve all those speeches of your greatness.
OBI-WAN: . . . the endless speeches . . . Anakin, let's be fair. Today, you are the hero and you deserve your glorious day with the politicians.
ANAKIN: All right. But you owe me . . . and not for saving your skin for the tenth time . . .
OBI-WAN: Ninth time . . . that business on Cato Nemoidia doesn't count. I'll see you at the briefing.
ANAKIN smiles and walks away from OBI-WAN.
The CHANCELLOR and his entourage approach MACE.
MACE WlNDU: Chancellor Palpatine, what a welcome sight! Are you all right?
PALPATINE: Yes, thanks to your two Jedi Knights. They killed Count Dooku, but General Grievous has escaped once again.
MACE WlNDU: General Grievous will run and hide as he always does. He is a coward.
PALPATINE: That maybe true, but with Count Dooku dead, he is the leader of the Droid Army, and I assure you, the Senate will vote to continue the war as long as Grievous is alive.
MACE WlNDU: Then the Jedi Council will make finding Grievous our highest priority.
BAIL, ANAKIN, and the crowd walk away from the platform toward the Senate Building Grand Hallway.
BAIL ORGANA: Skywalker, the Republic cannot praise you enough.
ANAKIN and BAIL ORGANA, walking in the hallway.
ANAKIN: Thank you, Senator Organa. The kidnapping was a bold move by the Separatists, but it was a mistake that Obi-Wan and I were able to take advantage of.
ARTOO and THREEPIO follow behind the crowd.
C-3PO: It couldn't possibly be as bad as all that.
ARTOO beeps.
C-3PO: (continuing) Well, there, I agree with you. In fact, I could do with a tune-up myself.
70 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-LATE AFTERNOON
ANAKIN is at the back of the crowd of SENATORS, talking with BAIL ORGANA. R2-D2 and C-3PO scoot along ahead of them.
BAIL ORGANA: The end of Count Dooku will surely bring an end to this war, and an end to the Chancellor's draconian security measures.
ANAKIN: I wish that were so, but the fighting is going to continue until General Grievous is spare parts . . . The Chancellor is very clear about that.
Behind a row of large columns, a SHADOWY FIGURE follows the JEDI and the SENATOR. ANAKIN senses the figure.
BAIL ORGANA: I'll do everything I can with the Senate.
ANAKIN: Excuse me.
BAIL ORGANA: Certainly.
ANAKIN stops, and BAIL goes off after PALPATINE and the others. ANAKIN goes behind one of the giant columns to meet up with the SHADOWY FIGURE, who is revealed to be SENATOR PADME AMDALA. They embrace and kiss.
PADME: Oh, Anakin! Thank goodness, you're back.
ANAKIN: I missed you, Padme. I've missed you so.
PADME: There were whispers . . . that you'd been killed. I've been living with unbearable dread.
ANAKIN: I'm back, I'm all right. It feels like we've been apart for a lifetime. And it might have been ... If the Chancellor hadn't been kidnapped. I don't think they would have ever brought us back from the Outer Rim sieges.
ANAKIN starts to give her another kiss. She steps back.
PADME: Wait, not here . . .
He grabs her again.
ANAKIN: Yes, here! I'm tired of all this deception. I don't care if they know we're married.
PADME: Anakin, don't say things like that. You're important to the Republic ... to ending this war. I love you more than anything, but I won't let you give up your life as a Jedi for me . . .
ANAKIN: I've given my life to the Jedi order, but I'd only give up my life, for you.
PADME: (playfully) I wouldn't like that. I wouldn't like that one bit. Patience, my handsome Jedi . . . Come to me later.
ANAKIN embraces her, then looks at her.
ANAKIN: Are you all right? You're trembling. What's going on?
PADME: I'm just excited to see you.
ANAKIN: That's not it. I sense more . . . what is it?
PADME: Nothing . . . nothing . . .
ANAKIN: You're frightened. (a little angry) Tell me what's going on!
PADME begins to cry.
PADME: You've been gone five months . . . it's been very hard for me. I've never felt so alone. There's . . .
ANAKIN: . . . Is there someone else?
PADME: (peeved, angry) No! Why do you think that? Your jealousy upsets me so much, Anakin. I do nothing to betray you, yet you still don't trust me. Nothing has changed.
ANAKIN: (sheepish) I'm afraid of losing you, Padme . . . that's all.
PADME: I will never stop loving you, Anakin. My only fear is losing you.
ANAKIN: It's just that I've never seen you like this . . .
PADME: Something wonderful has happened.
They look at each other for a long moment.
PADME: (continuing) I'm . . . Annie, I'm pregnant.
ANAKIN is stunned. He thinks through all of the ramifications of this. He takes her in his arms.
ANAKIN: That's . . . that's wonderful.
PADME: What are we going to do?
ANAKIN: We're not going to worry about anything right now, all right? This is a happy moment. The happiest moment of my life.
71 EXT. UTAPAU-LANDING PLATFORM-DAY
A small NEIMOIDIAN SHUTTLE lands. BATTLE DROIDS surround the ramp as GENERAL GRIEVOUS descends onto the platform. SUPER BATTLE DROID G21 approaches.
SUPER BATTLE DROID G21: The planet is secure, sir. The population is under control.
GENERAL GRIEVOUS: Good. Where is the Separatist Council?
SUPER BATTLE DROID G21: This way, sir ...
GENERAL GRIEVOUS takes the elevator to an upper level. He enters a conference room and presses a series of buttons on the table, and bows.
72 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY
A hologram of Darth Sidious appears.
GENERAL GRIEVOUS: Yes, Lord Sidious.
DARTH SlDIOUS: General Grievous, I suggest you move the Separatist leaders to Mustafar.
GENERAL GRIEVOUS: It will be done, My Lord.
DARTH SlDIOUS: The end of the war is near, General, and I promise you, victory is assured.
The hologram of Sidious talks to GRIEVOUS about the death of Count Dooku.
GENERAL GRIEVOUS: But the loss of Count Dooku?
DARTH SlDIOUS: His death was a necessary loss, which will ensure our victory. Soon I will have a new apprentice . . . one far younger and more powerful than Lord Tyranus.
73 INT. CORUSCANT-PADME'S APARTMENT-TWILIGHT
PADME stands in the balcony brushing her hair. ANAKIN leans against the wall, watching her lovingly.
ANAKIN: . . . every second I was thinking of you. Protecting the endless, nameless Outer Rim settlements became a torture . . . the battles were easy, the longing became unbearable . . . I've never been so happy as I am at this moment.
PADME: Annie, I want to have our baby back home on Naboo. We could go to the lake country where no one would know . . . where we would be safe. I could go early-and fix up the baby's room. I know the perfect spot, right by the gardens.
ANAKIN: You are so beautiful!
PADME: It's only because I'm so in love . . .
ANAKIN: No, it's because I'm so in love with you.
PADME: So love has blinded you?
ANAKIN: Well, that's not exactly what I meant . . .
PADME: But it's probably true!
They laugh.
ANAKIN: I haven't laughed in so long . . .
PADME: Neither have I.
74 INT. POLIS MASSA-MEDICAL CENTER-DREAM
The view is strangely distorted and disorienting. PADME is on a table in an alien medical chamber. She is giving birth and is screaming.
PADME: Anakin, help me! Help, Anakin! Anakin, I love you. I love you.
She screams and dies.
75 INT. CORUSCANT-PADME'S APARTMENT-BEDROOM-NIGHT
ANAKIN awakens in a panic. He is covered in sweat. He looks over in the bed and sees PADME sound asleep next to him. ANAKIN gets out from under the sheets and sits on the side of the bed. He is breathing heavily. He puts his head in his hands and weeps. He regains his composure and leaves the room down a set of stairs. PADME awakens, realizes Anakin is gone.
PADME: Anakin??
She gets out of bed and goes downstairs to look for him.
76 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-NIGHT
ANAKIN walks down a flight of stairs onto a large veranda. The vast city planet of Coruscant, smoldering from the battle, is spread out before him. He is distraught.
PADME descends the stairs and joins ANAKIN on the veranda. She takes his hand. He doesn't look at her.
PADME: What's bothering you?
ANAKIN: Nothing . . .
ANAKIN touches the japor snippet around PADME'S neck, that Anakin gave her when he was a small boy.
ANAKIN: (continuing) I remember when I gave this to you.
PADME: Anakin, how long is it going to take for us to be honest with each other?
ANAKIN: It was a dream.
PADME: Bad?
ANAKIN: Like the ones I used to have about my mother just before she died.
PADME: And?
ANAKIN: It was about you.
They look at each other. A moment of concern passes between them.
PADME: Tell me.
ANAKIN: It was only a dream.
PADME gives him a long, worried look. ANAKIN takes a deep breath.
ANAKIN: (continuing) You die in childbirth . . .
PADME: And the baby?
ANAKIN: I don't know.
PADME: It was only a dream.
ANAKIN takes PADME in his arms.
ANAKIN: . . . I won't let this one become real, Padme.
They embrace, then part.
PADME: Anakin, this baby will change our lives. I doubt the Queen will continue to allow me to serve in the Senate, and if the Council discovers you are the father, you will be expelled from the Jedi Order.
ANAKIN: I know �.
PADME: Anakin, do you think Obi-Wan might be able to help us?
ANAKIN: (suspicious) Have you told him anything?
PADME: No, but he's your mentor, your best friend . . . he must suspect something.
ANAKIN: He's been a father to me, but he's still on the Council. Don't tell him anything!
PADME: I won't, Anakin.
ANAKIN: I don't need his help . . . Our baby is a blessing, not a problem.
77 INT. CORUSCANT-JEDI TEMPLE-YODAS QUARTERS-DAY
YODA and ANAKIN sit in Yoda 's room, deep in thought.
YODA: Premonitions . . . premonitions . . . Hmmmm . . . these visions you have . . .
ANAKIN: They are of pain, suffering, death . . .
YODA: Yourself you speak of, or someone you know?
ANAKIN: Someone . . .
YODA: . . . close to you?
ANAKIN: Yes.
YODA: Careful you must be when sensing the future, Anakin. The fear of loss is a path to the dark side.
ANAKIN: I won't let these visions come true, Master Yoda.
YODA: Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them, do not. Miss them, do not. Attachment leads to jealousy. The shadow of greed, that is.
ANAKIN: What must I do, Master Yoda?
YODA: Train yourself to let go of everything you fear to lose.
78 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-DAY
ANAKIN hurries down a temple hallway, heading toward a Jedi Briefing Room. SEVERAL JEDI are exiting.
79 INT. CORUSCANT-JEDI TEMPLE-BRIEFING ROOM-DAY
ANAKIN rushes into the Briefing Room. By the time he reaches the Chamber, the last of the Jedi are leaving. Only OBI-WAN remains at the front of the lecture hall. He is shutting off some holograms and electronic charts and maps.
OBI-WAN: You missed the report on the Outer Rim sieges.
ANAKIN: I'm sorry, I was held up. I have no excuse.
OBI-WAN: In short, they are going very well. Saleucami has fallen, and Master Vos has moved his troops to Boz Pity.
ANAKIN: What's wrong then?
OBI-WAN: The Senate is expected to vote more executive powers to the Chancellor today.
ANAKIN: Well, that can only mean less deliberating and more action. Is that bad? It will make it easier for us to end this war.
OBI-WAN: Anakin, be careful of your friend Palpatine.
ANAKIN: Be careful of what?
OBI-WAN: He has requested your presence.
ANAKIN: What for?
OBI-WAN: He would not say.
ANAKIN: He didn't inform the Jedi Council? That's unusual, isn't it?
OBI-WAN: All of this is unusual, and it's making me feel uneasy. You're probably aware that relations between the Council and the Chancellor are stressed.
ANAKIN: I know the Council has grown wary of the Chancellor's power, mine also for that matter. Aren't we all working together to save the Republic? Why all this distrust?
OBI-WAN: The Force grows dark, Anakin, and we are all affected by it. Be wary of your feelings.
80 INT. CORUSCANT-CHANCELLOR'S OFFICE-DAY
ANAKIN stands with PALPATINE at his window overlooking the vastness of Coruscant. Several buildings have been destroyed. A brown haze hangs over the landscape.
PALPATINE: Anakin, this afternoon the Senate is going to call on me to take direct control of the Jedi Council.
ANAKIN: The Jedi will no longer report to the Senate?
PALPATINE: They will report to me . . . personally. The Senate is too unfocused to conduct a war. This will bring a quick end to things.
ANAKIN: I agree, but the Jedi Council may not see it that way.
PALPATINE: There are times when we must all endure adjustments to the constitution in the name of security.
ANAKIN: With all due respect, sir, the Council is in no mood for more constitutional amendments.
PALPATINE: Thank you, my friend, but in this case I have no choice . . . this war must be won.
ANAKIN: Everyone will agree on that.
PALPATINE: Anakin, I've known you since you were a small boy. I have advised you over the years when I could ... I am very proud of your accomplishments. You have won many battles the Jedi Council thought were lost . . . and you saved my life. I hope you trust me, Anakin.
ANAKIN: Of course.
PALPATINE: I need your help, son.
ANAKIN: What do you mean?
PALPATINE: I fear the Jedi. The Council keeps pushing for more control. They're shrouded in secrecy and obsessed with maintaining their autonomy . . . ideals. I find simply incomprehensible in a democracy.
ANAKIN: I can assure you that the Jedi are dedicated to the values of the Republic, sir.
PALPATINE: Nevertheless, their actions will speak more loudly than their words. I'm depending on you.
ANAKIN: For what? I don't understand.
PALPATINE: To be the eyes, ears, and voice of the Republic . . .
ANAKIN thinks about this.
PALPATINE: (continuing) Anakin . . . I'm appointing you to be my personal representative on the Jedi Council.
ANAKIN: Me? A Master? I am overwhelmed, sir, but the Council elects its own members. They will never accept this.
PALPATINE: I think they will . . . they need you more than you know.
81 INT. CORUSCANT-BAIL ORGANA'S OFFICE-DAY
PADME, BAIL ORGANA, and SENATORS MON MOTHMA, FANG ZAR, TERR TANEEL, and GIDDEAN DANU sit in Senator Organa 's office.
BAIL ORGANA: Now that he has control of the Jedi Council, the Chancellor has appointed Governors to oversee all star systems in the Republic.
FANG ZAR: When did this happen?
BAIL ORGANA: The decree was posted this morning.
PADME: Do you think he will dismantle the Senate?
MON MOTHMA: Why bother? As a practical matter, the Senate no longer exists.
GIDDEAN DANU: The constitution is in shreds. Amendment after amendment . . . executive directives, sometimes a dozen in one day.
BAIL ORGANA: We can't let a thousand years of democracy disappear without a fight.
EVERYONE looks at each other, a little worried at the implications of what was just said.
TERR TANEEL: What are you suggesting?
BAIL ORGANA: I apologize. I didn't mean to sound like a Separatist.
MON MOTHMA: We are not Separatists trying to leave the Republic. We are loyalists, trying to preserve democracy in the Republic.
BAIL ORGANA: It has become increasingly clear to many of us that the Chancellor has become an enemy of democracy.
PADME: I can't believe it has come to this! Chancellor Palpatine is one of my oldest advisors. He served as my Ambassador when I was Queen.
GlDDEAN DANU: Senator, I fear you underestimate the amount of corruption that has taken hold in the Senate.
MON MOTHMA: The Chancellor has played the Senators well. They know where the power lies, and they will do whatever it takes to share in it. Palpatine has become a dictator and we have helped him to do it.
BAIL ORGANA: We can't sit around debating any longer, we have decided to do what we can to stop it. Senator Mon Mothma and I are putting together an organization . . .
PADME: Say no more. Senator Organa. I understand. At this point, it's better to leave some things unsaid.
BAIL ORGANA: Yes. I agree and we must not discuss this with anyone, without everyone in this group agreeing.
MON MOTHMA: That means those closest to you . . . even family ... no one can be told.
They ALL nod their heads. PADME considers this for a moment.
PADME: Agreed.
82 INT. CORUSCANT-JEDI TEMPLE-HALLWAY OUTSIDE COUNCIL CHAMBERS-DAY
ANAKIN stands pensively in front of the Jedi Council Chambers. The door opens.
83 INT. CORUSCANT-JEDI TEMPLE-COUNCIL CHAMBERS-DAY
ANAKIN enters and stands in the middle of the room. He is surrounded by the Jedi Council MACE WINDU, EETH KOTH OBI-WAN, YODA, the HOLOGRAMS of PLO KOON and KI-ADI-MUNDI.
MACE: Anakin Skywalker, we have approved your appointment to the Council as the Chancellor's personal representative.
ANAKIN: I will do my best to uphold the principles of the Jedi Order.
YODA: Allow this appointment lightly, the Council does not. Disturbing is this move by Chancellor Palpatine.
ANAKIN: I understand.
MACE: You are on this Council, but we do not grant you the rank of Master.
Anakin reacts with anger.
ANAKIN: What? ! How can you do this?? This is outrageous, it's unfair . . . I'm more powerful than any of you. How can you be on the Council and not be a Master?
MACE: Take a seat, young Skywalker.
ANAKIN: Forgive me, Master.
ANAKIN goes and sits in one of the empty chairs. Everyone is embarrassed. KI-ADI-MUNDI WHO APPEARS AS A HOLOGRAM, speaks.
Kl-ADI-MUNDI: We have surveyed all systems in the Republic, and have found no sign of General Grievous.
YODA: Hiding in the Outer Rim, Grievous is. The outlying systems, you must sweep.
OBI-WAN: It may take some time . . . we do not have many ships to spare.
MACE: We cannot take ships from the front line.
OBI-WAN: And yet, it would be fatal for us to allow the droid armies to regroup.
YODA: Master Kenobi, our spies contact, you must, and then wait.
Kl-ADI-MUNDI: What about the droid attack on the Wookiees?
MACE: It is critical we send an attack group there, immediately!
OBI-WAN: He's right, that is a system we cannot afford to lose. It's the main navigation route for the southwestern quadrant.
ANAKIN: I know that system well. It would take us little time to drive the droids off that planet.
MACE: Skywalker, your assignment is here with the Chancellor, and Kenobi must find General Grievous.
YODA: Go, I will. Good relations with the Wookiees, I have.
MACE: It is settled then. Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. May the Force be with us all.
ANAKIN is disappointed.
84 INT. CORUSCANT-JEDI TEMPLE-MASSIVE MAIN HALLWAY AND ALCOVE-LATE AFTERNOON
ANAKIN and OBI-WAN walk through one of the massive Jedi Temple hallways. ANAKIN is furious.
ANAKIN: What kind of nonsense is this, put me on the Council and not make me a Master!?? That's never been done in the history of the Jedi. It's insulting!
OBI-WAN: Calm down, Anakin. You have been given a great honor. To be on the Council at your age . . . It's never happened before. Listen to me, Anakin. The fact of the matter is you're too close to the Chancellor. The Council doesn't like it when he interferes in Jedi affairs.
ANAKIN: I swear to you, I didn't ask to be put on the Council . . .
OBI-WAN: But it's what you wanted! Your friendship with Chancellor Palpatine seems to have paid off.
ANAKIN: That has nothing to do with this.
OBI-WAN: Anakin, regardless of how it happened, you find yourself in a delicate situation.
ANAKIN: You mean divided loyalties.
OBI-WAN: I warned you there was tension between the Council and the Chancellor. I was very clear. Why didn't you listen? You walked right into it.
ANAKIN: The Council is upset I'm the youngest to ever serve.
OBI-WAN: No, it is not. Anakin, I worry when you speak of jealousy and pride. Those are not Jedi thoughts. They're dangerous, dark thoughts.
ANAKIN: Master, you of all people should have confidence in my abilities. I know where my loyalties lie.
OBI-WAN: I hope so . . .
ANAKIN: I sense there's more to this talk than you're saying.
OBI-WAN: Anakin, the only reason the Council has approved your appointment is because the Chancellor trusts you.
ANAKIN: And?
OBI-WAN: Anakin, look, I am on your side. I didn't want to see you put in this situation.
ANAKIN: What situation?
OBI-WAN: (takes a deep breath) The Council wants you to report on all of the Chancellor's dealings. They want to know what he's up to.
ANAKIN: They want me to spy on the Chancellor? That's treason!
OBI-WAN: We are at war, Anakin. The Jedi Council is sworn to uphold the principles of the Republic, even if the Chancellor does not.
ANAKIN: Why didn't the Council give me this assignment when we were in session?
OBI-WAN: This assignment is not to be on record. The Council asked me to approach you on this personally.
ANAKIN: The Chancellor is not a bad man, Obi-Wan. He befriended me. He's watched out for me ever since I arrived here.
OBI-WAN: That is why you must help us, Anakin. Our allegiance is to the Senate, not to its leader who has managed to stay in office long after his term has expired.
ANAKIN: Master, the Senate demanded that he stay longer.
OBI-WAN: Yes, but use your feelings, Anakin. Something is out of place.
ANAKIN: You're asking me to do something against the Jedi Code. Against the Republic. Against a mentor . . . and a friend. That's what's out of place here. Why are you asking this of me?
OBI-WAN: The Council is asking you.
85 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
A JEDI GUNSHIP heads for the huge Clone landing platform.
86 INT. CORUSCANT-JEDI GUNSHIP-DAY
YODA, MACE, and OBI-WAN ride in the GUNSHIP as it heads for the Clone landing platform. Mace and Obi-Wan are sitting.
OBI-WAN : Anakin did not take to his assignment with much enthusiasm.
YODA: Too much under the sway of the Chancellor, he is. Much anger there is in him. Too much pride in his powers.
MACE: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him.
OBI-WAN: He'll be all right. I trust him with my life.
MACE:I wish I did.
OBI-WAN: With all due respect, Master, is he not the Chosen One? Is he not to destroy the Sith and bring balance to the Force?
MACE: So the prophecy says.
YODA: A prophecy . . . that misread could have been.
OBI-WAN: He will not let me down. He never has.
YODA: I hope right you are. And now destroy the Droid armies on Kashyyyk, I will. May the Force be with you.
The GUNSHIP lands and the ramp lowers. YODA exits the GUNSHIP. MACE and OBI-WAN stand and give him a brief bow then take off in the GUNSHIP.
87 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-SUNSET
Padme's Speeder pulls up to the landing platform. CAPTAIN TYPHO escorts PADME onto the veranda, where TWO HANDMAIDENS (ELLE and MOTEE) are waiting. PADME turns to CAPTAIN TYPHO.
PADME: Thank you, Captain.
CAPTAIN TYPHO: Rest well. My Lady.
CAPTAIN TYPHO gets back into the Speeder, and it disappears into the cityscape. The HANDMAIDENS, Motee and Elle, approach PADME as the SHADOW OF A FIGURE moves in the background. C-3PO is standing nearby.
PADME: I'll be up in a while.
MOTEE: Yes, my lady.
C-3PO stands, confused, as the HANDMAIDENS turn and exit.
C-3PO: Is there anything I might do for you, my lady?
PADME: Yes, make sure all the security droids are working. Thank you, Threepio.
The golden droid turns and exits.
PADME stands and watches the sunset. The SHADOWY FIGURE moves toward her. She senses something.
ANAKIN: Beautiful, isn't it?
PADME jumps and turns around.
PADME: You startled me.
He sits next to her on the bench.
ANAKIN: How are you feeling?
PADME: He keeps kicking.
ANAKIN: He?! Why do you think it's a boy?
PADME: (laughs) My motherly intuition.
She puts his hand on her belly.
ANAKIN: Whoa! With a kick that strong, it's got to be a girl.
They laugh.
PADME: I heard about your appointment. Anakin. I'm so proud of you.
ANAKIN: I may be on the Council, but . . . they refused to accept me as a Jedi Master.
PADME: Patience. In time, they will recognize your skills.
ANAKIN: They still treat me as if I were a Padawan learner. . . they fear my power, that's the problem.
PADME: Anakin . . .
ANAKIN: Sometimes, I wonder what's happening to the Jedi Order . . . I think this war is destroying the principles of the Republic.
PADME: Have you ever considered that we may be on the wrong side?
ANAKIN: (suspicious) What do you mean?
PADME: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?
ANAKIN: I don't believe that. And you're sounding like a Separatist!
PADME: Anakin, this war represents a failure to listen . . . Now, you're closer to the Chancellor than anyone. Please, please ask him to stop the fighting and let diplomacy resume.
ANAKIN: (growing angry) Don't ask me to do that, Padme. Make a motion in the Senate, where that kind of a request belongs. I'm not your errand boy. I'm not anyone's errand boy!
PADME: What is it?
ANAKIN: Nothing.
PADME: Don't do this . . . don't shut me out. Let me help you.
ANAKIN: You can't help me . . . I'm trying to help you.
They look in each other's eyes.
ANAKIN: (continuing) I sense . . . there are things you are not telling me.
PADME is startled at this.
PADME: I sense there are things you are not telling me.
PADME smiles. ANAKIN is a little embarrassed.
PADME: (continuing) Hold me . . . like you did by the lake on Naboo, so long ago . . . when there was nothing but our love ... No politics, no plotting ... no war.
88 INT. CORUSCANT-GALAXIES OPERA HOUSE-NIGHT
ANAKIN lands his speeder and exits.
ANAKIN runs up the stairs at the Galaxies Opera House.
ANAKIN runs through the hallway and enters Palpatine's box, where the CHANCELLOR is sitting with Mas Amedda and Sly-Moore, watching the Man Calamari Ballet doing "Squid Lake."
ANAKIN: You wanted to see me, Chancellor.
PALPATINE: Yes, Anakin! Come closer. I have good news. Our Clone Intelligence Units have discovered the location of General Grievous. He is hiding in the Utapau system.
ANAKIN: At last, we'll be able to capture that monster and end this war.
PALPATINE: I would worry about the collective wisdom of the Council if they didn't select you for this assignment. You are the best choice by far � but, they can't always be trusted to do the right thing.
ANAKIN: They try.
PALPATINE: Sit down, (to his aides) Leave us.
ANAKIN sits next to PALPATINE. The Chancellor leans over to him.
PALPATINE: (continuing) Anakin, you know I'm not able to rely on the Jedi Council. If they haven't included you in their plot, they soon will.
ANAKIN: I'm not sure I understand.
PALPATINE: You must sense what I have come to suspect . . . the Jedi Council want control of the Republic . . . they're planning to betray me.
ANAKIN: I don't think . . .
PALPATINE: Anakin, search your feelings. You know, don't you?
ANAKIN: I know they don't trust you . . .
PALPATINE: Or the Senate . . . or the Republic . . . or democracy for that matter.
ANAKIN: I have to admit my trust in them has been shaken.
PALPATINE: Why? They asked you to do something that made you feel dishonest, didn't they?
ANAKIN doesn't say anything. He simply looks down.
PALPATINE: (continuing) They asked you to spy on me, didn't they?
ANAKIN: I don't know ... I don't know what to say.
PALPATINE: Remember back to your early teachings. Anakin. "All those who gain power are afraid to lose it." Even the Jedi.
ANAKIN: The Jedi use their power for good.
PALPATINE: Good is a point of view, Anakin. And the Jedi point of view is not the only valid one. The Dark Lords of the Sith believe in security and justice also, yet they are considered by the Jedi to be. . .
ANAKIN: . . . evil.
PALPATINE: . . . from a Jedi's point of view. The Sith and the Jedi are similar in almost every way, including their quest for greater power. The difference between the two is the Sith are not afraid of the dark side of the Force. That is why they are more powerful.
ANAKIN: The Sith rely on their passion for their strength. They think inward, only about themselves.
PALPATINE: And the Jedi don't?
ANAKIN: The Jedi are selfless . . . they only care about others.
PALPATINE smiles.
PALPATINE: Or so you've been trained to believe. Why is it, then, that they have asked you to do something you feel is wrong?
ANAKIN: I'm not sure it's wrong.
PALPATINE: Have they asked you to betray the Jedi code? The Constitution? A friendship? Your own values? Think. Consider their motives. Keep your mind clear of assumptions. The fear of losing power is a weakness of both the Jedi and the Sith.
ANAKIN is deep in thought.
PALPATINE: (continuing) Did you ever hear the tragedy of Darth Plagueis "the wise"?
ANAKIN: No.
PALPATINE: I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise he could use the Force to influence the midi-chlorians to create life ... He had such a knowledge of the dark side that he could even keep the ones he cared about from dying.
ANAKIN: He could actually save people from death?
PALPATINE: The dark side of the Force is a pathway to many abilities some consider to be unnatural.
ANAKIN: What happened to him?
PALPATINE: He became so powerful . . . the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep. (smiles) Plagueis never saw it coming. It's ironic he could save others from death, but not himself.
ANAKIN: Is it possible to learn this power?
PALPATINE: Not from a Jedi.
89 EXT. KASHYYYK-DAY
A WOOKIEE CATAMARAN flanked by WOOKIEE HELICOPTERS approaches the tree housing the HOLOGRAM AREA.
90 INT. KASHYYYK-HOLOGRAM AREA-DAY
YODA and various JEDI speak via hologram. The discussion includes OBI-WAN, MACE, AGEN KOLAR, YODA- KI-ADI-MUNDI and PLO KOON.
Kl-ADI-MUNDI: (holo) Palpatine thinks General Grievous is on Utapau. We have had no reports of this from our agents.
MACE: (holo) How could the Chancellor have come by this information and we know nothing about it? We have had contact with Baron Papanoida and he said no one was there.
ANAKIN: A partial message was intercepted in a diplomatic packet from the Chairman of Utapau.
YODA: Act on this, we must. The capture of General Grievous will end this war. Quickly and decisively we should proceed.
OBI-WAN: Does everyone agree?
All the JEDI concur.
ANAKIN: The Chancellor has requested that I lead the campaign.
They all look at ANAKIN a bit disturbed.
MACE: (a little peeved) The Council will make up its own mind who is to go, not the Chancellor.
Kl-ADI-MUNDI: Yes, this decision is ours to make.
ANAKIN is embarrassed and becomes sullen.
YODA: A Master is needed, with more experience.
MACE: Given our resources, I recommend we send only one Jedi . . . Master Kenobi.
ANAKIN: He was not so successful the last time he met Grievous.
OBI-WAN throws ANAKIN a dirty look.
ANAKIN: (continuing) No offense, my Master, but I'm only stating a fact.
OBI-WAN: Oh no, you're quite right, but I do have the most experience with his ways of combat.
YODA: Obi-Wan, my choice is.
Kl-ADI-MUNDI: I concur. Master Kenobi should go.
YODA: I agree.
All the JEDI concur.
MACE: Very well. Council is adjourned.
ANAKIN is angry.
MACE: (continuing) Obi-Wan, prepare two clone brigades as quickly as you can. If this report is true, there's no telling how many battle droids he may have with him.
91 INT. KASHYYYK-HOLOGRAM AREA-DAY
YODA gets out of his chair and walks to the edge of the platform.
CLONE COMMANDER GREE: The droids have started up their main power generators.
YODA: Then now the time is, Commander.
CLONE COMMANDER GREE: Yes, sir.
The battle begins.
92 EXT. KASHYYYK-BEACH HEAD-DAY
A WOOKIEE CHIEFTAIN lets out a roar as the Wookiee army rushes to face the DROID ARMY. CORPORATE ALLIANCE TANK DROIDS race across the water against the WOOKIEES and CLONE TROOPERS on the beach. DROID GUNSHIPS provide air support, while a SPIDER DROID emerges from the watery depths. A brave WOOKIEE places an explosive on a SEPARATIST TANK and jumps off just before the TANK EXPLODES. From the Hologram Area, Yoda observes the ongoing battle.
93 EXT. CORUSCANT-PADME'S APARTMENT-EARLY MORNING
Padme's apartment building is surrounded by the smog-shrouded city of Coruscant.
94 INT. CORUSCANT-PADME'S APARTMENT-LIVING ROOM-EARLY MORNING
PADME and OBI-WAN sit on one of the couches.
OBI-WAN: Has Anakin been to see you?
PADME: Several times . . . I was so happy to hear he was accepted on the Jedi Council.
OBI-WAN: I know ... he deserves it. He is impatient, strong willed, very opinionated, but truly gifted.
They laugh.
PADME: You're not just here to say hello. Something is wrong, isn't it?
OBI-WAN: You should be a Jedi, Padme.
PADME: You're not very good at hiding your feelings.
OBI-WAN: It's Anakin . . . He's becoming moody and detached. He's been put in a difficult position as the Chancellor's representative . . . but I think it's more than that. I was hoping he may have talked to you.
PADME: Why would he talk to me about his work?
OBI-WAN studies her.
OBI-WAN: Neither of you is very good at hiding your feelings either.
PADME: Don't give me that look.
OBI-WAN: I know how he feels about you.
PADME: (nervous) What did he say?
OBI-WAN: Nothing. He didn't have to.
PADME is a little flustered. She stands and Obi-Wan follows. She walks to the balcony.
PADME: I don't know what you're talking about.
OBI-WAN: I know you both too well. I can see you two are in love. Padme, I'm worried about him.
PADME looks down and doesn't answer.
OBI-WAN: (continuing) I fear your relationship has confused him. He's changed considerably since we returned . . .
They stand on the balcony and look off at the early morning city. OBI-WAN starts to leave. PADME stays looking off into the distant city.
OBI-WAN: (continuing) Padme, I'm not telling the Council about any of this. I ... I hope I didn't upset you. We're all friends, I care about both of you . . .
PADME: Thank you, Obi-Wan.
OBI-WAN: Please do what you can to help him.
95 INT. CORUSCANT-PADME'S APARTMENT-DAY
PADME, MON MOTHMA, and five other Senators (BANA BREEMU, FANG ZAR. CHI EEKWAY, GIDDEAN DANU, BAIL ORGANA) sit in Padme's living room. C-3PO serves drinks to the guests.
PADME: We cannot let this turn into another war.
BAIL ORGANA: Absolutely, that is the last thing we want.
MON MOTHMA: We are hoping to form an alliance in the Senate to stop the Chancellor from further subverting the constitution, that's all.
PADME: I know a Jedi I feel it would be wise to consult.
BANA BREEMU: That would be dangerous.
MON MOTHMA: We don't know where the Jedi stand in all this.
PADME: I only wish to discuss this with one . . . one I trust.
GiDDEAN DANU: Going against the Chancellor without the support of the Jedi is risky.
PADME: The Jedi aren't any happier with the situation than we are . . .
CHI EEKWAY: Patience, Senator.
FANG ZAR: We have so many Senators on our side, surely that will pursuade the Chancellor.
BANA BREEMU: When you present the "petition of the two thousand" to the Chancellor, things may change.
BAIL ORGANA: Let us see what we can accomplish in the Senate, before we include the Jedi.
PADME takes a deep breath in frustration and disappointment.
96 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
ANAKIN and OBI-WAN walk onto a landing platform overlooking a docking bay where THOUSANDS OF CLONE TROOPS and armored weapons, tanks, etc., are being loaded onto a massive REPUBLIC ASSAULT SHIP.
ANAKIN: You're going to need me on this one, Master.
OBI-WAN: Oh, I agree. However it may turn out just to be a wild bantha chase.
OBI-WAN starts to turn and leave.
ANAKIN: Master!
OBI-WAN stops and ANAKIN walks over to him.
ANAKIN: (continuing) Master, I've disappointed you. I have not been very appreciative of your training . . . I have been arrogant and I apologize . . . I've just been so frustrated with the Council. Your friendship means everything to me.
OBI-WAN: You are strong and wise, Anakin, and I am very proud of you. I have trained you since you were a small boy. I have taught you everything I know. And you have become a far greater Jedi than I could ever hope to be, and you have saved my life more times than I can remember. But be patient, Anakin. It won't be long before the Council makes you a Jedi Master.
OBI-WAN starts down the ramp, then turns back.
OBI-WAN: (continuing) Don't worry. I have enough clones with me to take three systems the size of Utapau. I think I'll be able to handle the situation . . . even without your help.
ANAKIN: Well, there's always a first time.
OBI-WAN laughs.
They talk for a few more minutes before ANAKIN watches OBI-WAN depart.
ANAKIN: Obi-Wan, may the Force be with you.
OBI-WAN: Good-bye, old friend. May the Force be with you.
OBI-WAN heads down a ramp toward the waiting Republic cruiser.
97 EXT. CORUSCANT-CLONE LANDING PLATFORM-DAY
The Republic cruiser lifts off and heads for space.
98 INT. REPUBLIC BATTLE CRUISER-HANGAR-SPACE
CLONE TROOPERS stand at attention in rows on the floor of the hangar deck, waiting to board landing craft. OBI-WAN stands next to his BLUE JEDI FIGHTER- talking to SEVERAL CLONE COMMANDERS with their helmets off. A hologram of the planet Utapau is projected by R4-G9 into the middle of the hangar.
CLONE COMMANDER CODY: Fortunately, most of the cities are concentrated on this small continent here . . . on the far side.
OBI-WAN: I'll keep them distracted until you get there. Just don't take too long.
CLONE COMMANDER CODY: Come on, boss, when have I ever let you down?
They laugh.
OBI-WAN: (laughing) Cato Nemoidia . . . for starters.
OBI-WAN climbs into his Jedi Fighter.
CLONE COMMANDER CODY: That was Anakin who was late. I believe.
OBI-WAN: Very well, the burden is on me not to destroy all the droids before you get there.
CLONE COMMANDER CODY: I'm counting on you.
99 EXT. JEDI FIGHTER-SPACE
OBI-WAN blasts the BLUE JEDI FIGHTER out of the Republic Battle Cruiser and into the hyperspace ring. He heads for the planet Utapau.
100 EXT. CORUSCANT-CITYSCAPE-CHANCELLOR'S TRANSPORT-DAY
The Chancellor's Transport races through the city and heads for the Senate Office Building landing platform. Waiting on the landing platform is a LONE JEDI. The Transport lands, and CHANCELLOR PALPATINE emerges with FOUR ROYAL GUARDS and MAS AMEDDA. The FOUR ROYAL GUARDS move off in another direction as PALPATINE greets ANAKIN, who has been waiting for him.
PALPATINE: Well, Anakin, did you see your friend off?
ANAKIN: He will soon have Grievous's head.
PALPATINE: We can only hope the Council didn't make a mistake.
ANAKIN: The Council was very sure in its decision.
They exit the landing platform.
101 INT. CORUSCANT-SENATE OFFICE BUILDING-MAIN HALLWAY-DAY
They enter the main hallway of the Senate Office Building. They pass SEVERAL SENATORS, including REPRESENTATIVE JAR JAR BINKS from Naboo.
JAR JAR: Helloo Annie. Good en to see yousa . . .
The Gungan waves to Anakin.
ANAKIN: Hi, Jar Jar.
JAR JAR: Oopsin da Chancellor!! So sorry, Your Highness, sir.
Anakin turns back to the Chancellor.
PALPATINE: There are rumors in the Senate about Master Kenobi. Many believe he is not fit for this assignment.
ANAKIN: Not fit? Why would anyone think that?
PALPATINE: They say his mind has become fogged by the influence of a certain female Senator.
ANAKIN: That's ridiculous. Who?!?
PALPATINE: (slyly) No one knows who she is ... only that she is a Senator.
ANAKIN: That's impossible. I would know.
PALPATINE: Sometimes the closest are the ones who cannot see.
ANAKIN becomes worried.
PALPATINE: (continuing) Idle Senate gossip is rarely true and never accurate. I'm sure your Master will do fine.
102 INT. POLIS MASSA-MEDICAL CENTER-DREAM
PADME calls out in pain. OBI-WAN is near her and softly speaks to her.
OBI-WAN: Save your energy.
PADME: I can't!
OBI-WAN: Don't give up, Padme. Don't give up . . .
103 INT. CORUSCANT-PADME'S APARTMENT-LANDING ROOM-DAY
ANAKIN is in the living room, working. He sits on the couch where Obi-Wan was sitting. PADME enters and crosses behind him.
ANAKIN: I sense someone familiar . . . Obi-Wan's been here, hasn't he?
PADME: He came by this morning.
ANAKIN: What did he want?
PADME looks at him for a moment. ANAKIN seems tense.
PADME: He's worried about you.
ANAKIN: You told him about us, didn't you?
She continues to walk to the bedroom, he follows.
PADME: He's your best friend, Anakin. He says you're under a lot of stress.
ANAKIN: And he's not?
PADME: You have been moody lately.
ANAKIN: I'm not moody . . .
PADME: Anakin! Don't do this again.
ANAKIN: I don't know ... I feel . . . lost.
PADME: Lost? What do you mean? You're always so sure of yourself. I don't understand.
ANAKIN: Obi-Wan and the Council don't trust me.
PADME: They trust you with their lives. Obi-Wan loves you as a son.
ANAKIN: Something's happening . . . I'm not the Jedi I should be. I am one of the most powerful Jedi, but I'm not satisfied ... I want more, and I know I shouldn't.
PADME: You expect too much of yourself.
They stop in front of the window in the bedroom. ANAKIN puts his hand on her belly.
ANAKIN: I have found a way to save you.
PADME: Save me?
ANAKIN: From my nightmares.
PADME: Is that what's bothering you?
ANAKIN: I won't lose you, Padme.
PADME: I'm not going to die in childbirth, Annie. I promise you.
ANAKIN: No, I promise you! I am becoming so powerful with my new knowledge of the Force, I will be able to keep you from dying.
PADME looks ANAKIN in the eye.
PADME: You don't need more power, Anakin. I believe you can protect me against anything, just as you are.
They embrace and kiss.
104 EXT. UTAPAU-SPACE
OBI-WAN blasts out of the BLUE JEDI FIGHTER's hyperspace ring and heads for the planet Utapau. The BLUE FIGHTER skims over the planet's surface, flat except for a few giant sinkholes.
105 INT. UTAPAU-LANDING PLATFORM-DAY
OBI-WAN lands his ship on a Platform projecting out of the side of a giant sinkhole. All is quiet. A local administrator, TION MEDON, comes out to greet the ship. OBI-WAN climbs out of his Fighter as a SHORT GROUND CREW looks over his ship. On a ledge above the landing platform, GRIEVOUS's BODYGUARDS watch as OBI-WAN talks to TION MEDON.
TlON MEDON: Greetings, young Jedi. What brings you to our remote sanctuary?
OBI-WAN: Unfortunately, the war.
TlON MEDON: There is no war here unless you've brought it with you.
OBI-WAN: With your kind permission, I should like some fuel and to use your city as a base as I search nearby systems for General Grievous.
A GROUND CREW rushes out and refuels Obi-Wan�s Fighter. TION MEDON leans close to OBI-WAN and speaks quietly.
TlON MEDON: He is here! We are being held hostage. They are watching us.
OBI-WAN: I understand.
TlON MEDON: The tenth level . . . thousands of Battle Droids . . .
OBI-WAN: Tell your people to take shelter. If you have warriors, now is the time.
OBI-WAN starts back toward his Starfighter as TION MEDON leaves the Landing Platform. GRIEVOUS's BODYGUARDS retreat from the overhead platform. OBI-WAN climbs back into his BLUE JEDI FIGHTER. His Astro Unit (R4-G9) turns to him:
OBI-WAN: (continuing) Geenine, take the Fighter back to the ship. I'm staying here. Tell Cody I've made contact.
The little Astro Droid BEEPS a reply.
106 EXT. UTAPAU-OBSERVATION DECK-DAY
On a high balcony, TION MEDON looks down on the landing platform. A few steps behind him stands one of GENERAL GRIEVOUS's BODYGUARDS. They watch the canopy lower.
TlON MEDON: I told you, all he wanted was fuel.
BODYGUARD: What was his name?
TlON MEDON: He didn't say.
They watch as the BLUE JEDI FIGHTER takes off.
107 INT. UTAPAU-LANDING PLATFORM-HALLWAY-DAY
OBI-WAN also watches his ship take off. He is hiding in the hallway. He quietly moves farther into the city.
108 EXT. UTAPAU STAIRWAY-SINKHOLE RIM-DAY
OBI-WAN quickly rushes up a stairway cut into the side of the sinkhole. It's hard to see him. In an alcove, he carefully surveys the city, then quickly moves on.
109 INT. UTAPAU-CITY-DRAGON CORRAL-DAY
OBI-WAN makes his way through the city, looking up at the tenth level with electro-binoculars from his utility belt. He tries to figure out how he is going to get up there. He hears strange bellowing cries and he investigates.
He comes across a corral filled with about half a dozen DRAGON-LIKE LIZARDS. SEVERAL WRANGLERS are standing around.
OBI-WAN walks up to the WRANGLERS and uses the Force with his slight hand movements.
OBI-WAN: I need transportation.
WRANGLER: (subtitled, in native tongue) You need transportation.
OBI-WAN: Get it for me.
WRANGLER: (subtitled, in native tongue) I will get it for you.
One of the WRANGLERS turns to the others and chatters away in his strange tongue. OBI-WAN walks along the line of DRAGON/LIZARDS, checking out each one. He looks at their teeth, legs, etc. Finally he pats one on the neck.
OBI-WAN: This one.
The WRANGLER brings the chosen one over to him.
WRANGLER: Boga. She answers to Boga.
OBI-WAN: Good girl, Boga.
OBI-WAN swings onto the back of the LIZARD. The beast rears up and scurries outside to the edge of the sinkhole.
110 EXT. UTAPAU-SINKHOLE WALL-LIZARD-DAY
The LIZARD BOGA rears up on her hind legs again, then climbs the wall of the sheer cliff and starts moving up toward the tenth level. The city appears to be deserted. OBI-WAN is alert to any movement.
111 INT. UTAPAU-CONFERENCE ROOM-GRAND CHAMBER-DAY
GENERAL GRIEVOUS stands before the COUNCIL OF SEPARATISTS, including NUTE GUNRAY, RUNE HAAKO. POGGLE THE LESSER, SHU MAI, SAN HILL PO NUDO, WAT TAMBOR, and PASSEL ARGENTE. OBI-WAN hides above the assembly and watches intently.
GENERAL GRIEVOUS: It won't be long before the armies of the Republic track us here. I am sending you to the Mustafar system in the Outer Rim. It is a volcanic planet which generates a great deal of scanning interference. You will be safe there.
NUTE GUNRAY: Safe? Chancellor Palpatine managed to escape your grip, General, without Count Dooku. I have doubts about your ability to keep us safe.
GENERAL GRIEVOUS: Be thankful, Viceroy, you have not found yourself in my grip . . . Your ship is waiting.
OBI-WAN is deep in thought.
112 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY
The JEDI removes his cloak and jumps down behind the GENERAL.
OBI-WAN: Hello, there!
GENERAL GRIEVOUS: General Kenobi, you are a bold one. I find your behavior bewildering . . . Surely you realize you're doomed, (to droids) Kill him!
About a HUNDRED BATTLE DROIDS surround OBI-WAN, GENERAL GRIEVOUS, and his BODYGUARDS. OBI-WAN looks around, then walks right up to GENERAL GRIEVOUS.
They stare at each other for a moment.
GENERAL GRIEVOUS: Enough of this.
The BODYGUARDS raise their power staffs to knock OBI-WAN away, but OBI-WAN ducks as the deadly staffs whistle over his head. The Jedi's lightsaber ignites, and OBI-WAN deftly cuts one BODYGUARD in two. His staff flies into the air and is caught by GENERAL GRIEVOUS. The other THREE BODYGUARDS attack OBI-WAN with an intense fury.
OBI-WAN uses the Force to release apiece of equipment from the ceiling. It drops on the BODYGUARDS, smashing them. OBI-WAN walks toward GRIEVOUS, slashing the last BODYGUARD to pieces. BATTLE DROIDS move toward OBI-WAN.
GENERAL GRIEVOUS: Back away. I will deal with this Jedi slime myself.
OBI-WAN: Your move.
GENERAL GRIEVOUS: You fool. I have been trained in your Jedi arts by Count Dooku himself. Attack, Kenobi.
His arms separate and grab all four lightsabers on his belt. His four arms create a flashing display of swordsmanship.
OBI-WAN: You forget I trained the Jedi that defeated Count Dooku!
OBI-WAN is hard-pressed to defend himself against the deadly onslaught. They fight across the control room as the BATTLE DROID SHARPSHOOTERS try to pick off the Jedi. OBI-WAN mounts a ferocious counterattack and cuts off one of GRIEVOUS's hands. A loud EXPLOSION is heard echoing throughout the sinkhole. GENERAL GRIEVOUS and OBI-WAN glance to the entrance of the control center and see CLONE TROOPS in the distance, attacking DROIDS in the sinkhole. On the far wall of the sinkhole, CLONES can be seen rappelling onto balconies.
OBI-WAN: I may not defeat your droids, but my troops certainly will.
GENERAL GRIEVOUS: Army or not, you must realize you are doomed.
OBI-WAN: I don't think so.
TWENTY CLONES suddenly rappel into the entrance of the control center, ray guns blazing. Chaos. Laser bolts fly everywhere as the DROIDS return fire. OBI-WAN attacks GENERAL GRIEVOUS, who defends himself rigorously with one of his bodyguard's electro-staffs. OBI-WAN uses the Force to hurl GENERAL GRIEVOUS backwards. He falls onto a lower platform and OBI-WAN jumps down after him.
113 INT. UTAPAU-TENTH LEVEL-CONTROL CENTER-DAY
More CLONES rappel into the control center and blast away at the remaining DROIDS.
The JEDI cuts down several DROIDS as he races to the entrance of the control center. OBI-WAN spots GENERAL GRIEVOUS racing toward one of the landing platforms in the midst of the battle. GENERAL GRIEVOUS jumps onto a WHEEL SCOOTER and takes off down the wall of the sinkhole. OBI-WAN whistles for his LIZARD BOGA, who runs to him. OBI-WAN jumps on.
114 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY
The chase begins. Obi-Wan drops his lightsaber while riding Boga.
115 EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET
The sun is setting as the lights come on in the massive Senate Office Building. The sky is red.
116 INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET
PALPATINE listens to a delegation from the Senate, which includes PADME and five other Senators: NEE ALAVAR, FANG ZAR, MALEDEE, SWEITT CONCORKILL, and MON CALAMARI. ANAKIN stands to one side of PALPATINE.
PALPATINE: I understand your reservations completely, Senator, and I assure you the appointment of Governors will in no way compete with the duties of the Senate.
PADME: May I take it then, that there will be no further amendments to the Constitution?
PALPATINE: I want this terrible conflict to end as much as you do, My Lady, and when it does I guarantee an immediate return to democracy . . .
PADME: You are pursuing a diplomatic solution to the war, then.
PALPATINE: You must trust me to do the right things, Senator. That is why I am here.
FANGZAR: But surely . . .
The Chancellor turns on FANG ZAR.
PALPATINE: I have said I will do what is right, that should be enough for your . . . committee.
PADME: On behalf of the "delegation of two thousand," I thank you, Chancellor.
PALPATINE: I thank you for bringing this to my attention, Senator.
PADME gives ANAKIN a frustrated look, then turns and exits with the other FIVE SENATORS. PALPATINE turns to ANAKIN.
PALPATINE: (continuing) Their sincerity is to be admired, although I sense there is more to their request than they are telling us.
ANAKIN: What do you mean?
PALPATINE: They are not to be trusted.
ANAKIN: Surely Senator Amidala can be trusted . . .
PALPATINE: These are unstable times for the Republic, Anakin. Some see instability as an opportunity. Senator Amidala is hiding something. I can see it in her eyes.
ANAKIN: I'm sure you're mistaken.
PALPATINE: I'm surprised your Jedi insights are not more sensitive to such things.
ANAKIN: I simply don't sense betrayal in Senator Amidala.
PALPATINE studies ANAKIN carefully and gives him a skeptical look.
PALPATINE: Yes, you do, but you don't seem to want to admit it. There is much conflict in you, Anakin.
117 INT. CORUSCANT-JEDI WAR ROOM-EARLY EVENING
KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE COMMANDER CODY, and AAYLA SECURA talk via holograms.
CLONE COMMANDER CODY: Master Windu, may I interrupt? General Kenobi has made contact with General Grievous, and we
have begun our attack.
MACE WlNDU: Thank you, Commander. Anakin, deliver this report to the Chancellor. His reaction will give us a clue to his
intentions.
ANAKIN: Yes, Master.
ANAKIN leaves the room. COMMANDER CODY's hologram disappears.
MACE WINDU: I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor.
Kl-ADI-MUNDI: If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from
office.
MACE WiNDU: That could be a dangerous move ... the Jedi Council would have to take control of the Senate in order to secure a peaceful transition . . .
Kl-ADI-MUNDI: . . . and replace the Congress with Senators who are not filled with greed and corruption.
YODA: To a dark place this line of thought will carry us. Hmmmmm. . . . great care we must take.
118 INT. CORUSCANT-CHANCELLOR'S OFFICE-EARLY EVENING
ANAKIN brings news to PALPATINE.
ANAKIN: Chancellor, we have just received a report from Master Kenobi. He has engaged General Grievous.
PALPATINE: We can only hope that Master Kenobi is up to the challenge.
ANAKIN: I should be there with him.
PALPATINE: It is upsetting to me to see that the Council doesn't seem to fully appreciate your talents. Don't you wonder why they won't make you a Jedi Master?
ANAKIN: I wish I knew. More and more I get the feeling that I am being excluded from the Council. I know there are things about the Force that they are not telling me.
PALPATINE: They don't trust you, Anakin. They see your future. They know your power will be too strong to control. Anakin, you must break through the fog of lies the Jedi have created around you. Let me help you to know the subtleties of the Force.
They walk into the hallway.
ANAKIN: How do you know the ways of the Force?
PALPATINE: My mentor taught me everything about the Force . . . even the nature of the dark side.
They stop.
ANAKIN: You know the dark side?!?
PALPATINE: Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi. If you wish to become a complete and wise leader, you must embrace a larger view of the Force. Be careful of the Jedi, Anakin. (pausing) They fear you. In time they will destroy you. Let me train you.
ANAKIN: I won't be a pawn in your political game. The Jedi are My Family.
PALPATINE: Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force, Anakin, and you will be able to save your wife from certain Death.
ANAKIN: What did you say?
PALPATINE: Use my knowledge, I beg you . . .
ANAKIN: You're a Sith Lord!
ANAKIN ignites his lightsaber.
PALPATINE: I know what has been troubling you . . . Listen to me. Don't continue to be a pawn of The Jedi Council! Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi . . . a life of significance, of conscience.
ANAKIN: You're wrong!
PALPATINE: Are you going to kill me?
ANAKIN: I would certainly like to.
PALPATINE: I know you would. I can feel your anger. It gives you focus, makes you stronger.
ANAKIN raises his lightsaber to PALPATINE's throat. There is a tense moment, then ANAKIN relaxes, and then turns off his lightsaber.
ANAKIN: I am going to turn you over to the Jedi Council.
PALPATINE: Of course you should. But you're not sure of their intentions, are you? What if I am right and they are plotting to take over The Republic?
ANAKIN: I will quickly discover The Truth of all this.
PALPATINE: You have great wisdom, Anakin.
Know the power of the dark side. The power to save Padme.
ANAKIN stares at him for a moment.
PALPATINE turns and moves to his office.
PALPATINE: (continuing) I am not going anywhere. You have time to decide my fate. Perhaps you'll reconsider and help me rule The Galaxy for the good of all . . .
PALPATINE sits behind his desk.
