~Word Count~

this is just a chunk of the script for starwars episode 3 revenge of the sith the damn thing is so big i cant even post the whole thing lol

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.

119 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY

OBI-WAN gives the LIZARD a swift kick with the heel of his boot, and they take off down the vertical side of the sheer cliff. As GENERAL GRIEVOUS reaches the landing platform where his shuttle is waiting. OBI-WAN drops onto the top of the starship with his LIZARD. GENERAL GRIEVOUS spins his scooter around and takes off up the vertical cliff face with OBI-WAN and his LIZARD in hot pursuit. The sinkhole is engulfed in a great battle between CLONES and DROIDS. The PEOPLE OF UTAPAU cower in whatever shelter they can find.

120 EXT. UTAPAU-MAIN CITY PLAZA-DAY

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

OBI-WAN and GENERAL GRIEVOUS race through the city at breakneck speed. Passing through battle zones, narrowly escaping EXPLOSIONS, laser bolts, and TROOPS from both sides.

GENERAL GRIEVOUS lays the Scooter down as he goes around sharp turns. Obi-Wan's LIZARD breathes hard as she tries to keep up. They destroy droids, equipment, and clone troops as the JEDI and the GENERAL cut a swath of destruction through the city.

121 EXT. UTAPAU-WINDMILLS-DAY

GENERAL GRIEVOUS works his way out onto the rim of the sinkhole, passing some wind blades. The evil Droid General releases the brakes on the lethal blades, and they begin to spin, cutting off Obi-Wan's access to the General. Obi-Wan's LIZARD pulls up short in front of the blades. GENERAL GRIEVOUS laughs and talks into a comlink.

GENERAL GRIEVOUS: Prepare to move out of orbit. I will be up in a few moments.

OBI-WAN sizes up the situation, looking for a way to get to GENERAL GRIEVOUS.

The GENERAL accelerates off the edge, activating his claws, drops, and clings to another nearby grouping of windmills. Obi-Wan's LIZARD attempts to jump to follow and barely makes it, almost falling into the precipice below.

122 INT. UTAPAU-CITY TUNNEL SYSTEM-DAY

GENERAL GRIEVOUS roars through the stone block tunnel system, riding up on the curved walls as he goes around corners or passes oncoming traffic. OBI-WAN races after the Droid, his LIZARD moving onto the ceiling as they pass traffic. OBI-WAN catches up with GENERAL GRIEVOUS, and they charge through the tunnel, side by side. OBI-WAN grabs the Droid's electronic staff.

123 EXT. UTAPAU-SECRET LANDING PLATFORM-DAY

Extending from the wall of a small sinkhole is a secret landing platform with a small Federation Fighter sitting in the middle of it. OBI-WAN and GENERAL GRIEVOUS race out of the tunnel system and onto the landing platform.

OBI-WAN yanks on the staff, then jumps off his LIZARD onto the General's scooter, knocking both warriors to the ground. GENERAL GRIEVOUS pulls out a laser pistol and fires at OBI-WAN. The Jedi reaches out his hand, grabs the General's electro-staff and spins the staff, blocking the laser bolts.

OBI-WAN charges GENERAL GRIEVOUS, swinging the staff and hitting the Droid in the stomach, knocking the gun away. GENERAL GRIEVOUS is hit by the staff, and the Force bends his forearm. He pulls OBI-WAN close to him, and they engage in a furious fight. The electro-staff is knocked away. The two engage in hand-to-hand combat. OBI-WAN struggles to avoid the deadly blows of the brutal, unstoppable Droid.

GENERAL GRIEVOUS's stomachplate is loose. OBI-WAN grabs it and rips it off, revealing the alien life form's guts encased in a bag in the Droid's chest. GENERAL GRIEVOUS grabs OBI-WAN, hoists him over his head, and tosses him across the platform. OBI-WAN dangles off the edge of the platform. He clutches the rim, trying to hold on. The DROID then grabs the staff and charges OBI-WAN. At the last second, OBI-WAN reaches out his hand and uses the Force to retrieve the Droid's laser pistol.

The JEDI fires several blasts in the stomach area of the alien Droid, and he EXPLODES from the inside out. The smoldering Droid falls to the ground. OBI-WAN has killed GENERAL GRIEVOUS. He pulls himself up onto the platform and walks by the destroyed carcass.

OBI-WAN: So uncivilized . . .

OBI-WAN brushes himself off. He throws the pistol onto the platform, picks up the electro-staff, and jumps on BOGA. The trusty beast rears up and takes off into the tunnel system.

124 INT. JEDI GUNSHIP-LANDING PLATFORM-EARLY EVENING

MACE and the JEDI (AGEN KOLAR, KIT FISTO, AND SAESEE TIIN) are preparing to board a JEDI GUNSHIP to the CHANCELLOR's office. ANAKIN enters the hangar.

ANAKIN: Master Windu, I must talk to you.

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

ANAKIN: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord.

MACE WINDU: A Sith Lord?

ANAKIN: Yes. The one we have been looking for.

MACE WiNDU: How do you know this?

ANAKIN: He knows the ways of the Force. He has been trained to use the dark side.

MACE WiNDU: Are you sure?

ANAKIN: Absolutely.

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

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

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

ANAKIN: I must go, Master.

MACE WiNDU: No. If what you told me is true, you will have gained my trust, but for now remain here.

ANAKIN: Yes, Master.

MACE WiNDU: Wait for us in the Council Chamber until we return.

ANAKIN: Yes, Master.

ANAKIN watches as the JEDI leave in their ship.

125 INT. CORUSCANT-JEDI COUNCIL/PADME'S APARTMENT-EARLY EVENING

(INTERCUT)

PADME is alone in her apartment, thinking of Anakin. ANAKIN sits alone in the Jedi Council Chamber thinking of PADME.

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

PADME: I truly, deeply love you. Before I die. I want you to know.

C-3PO: My Lady, are you. . . . Are you all right?

ANAKIN: I can't do this ... I can't let her die.

ANAKIN rushes out of the Council Chamber and to his speeder. The hangar door opens and he lifts off.

126 EXT. CORUSCANT-SENATE OFFICE BUILDING-LANDING PLATFORM-EARLY EVENING

The sky is still blue as a JEDI GUNSHIP lands on the Senate Office Building landing platform.

FOUR JEDI exit the SHUTTLE and enter the Senate Office Building. MACE WINDU, AGEN KOLAR, KIT FISTO, and SAESEE TIIN, like gunfighters out of the Old West, walk through the massive hallway, four across.

127 INT. CORUSCANT-LOBBY TO CHANCELLOR'S OFFICE-EARLY EVENING

The FOUR JEDI enter the lobby, raising their arms, and send the Chancellor's aide, DAR WAC, flying against the wall, along with TWO REPUBLIC GUARDS. They storm into the Chancellor's office.

128 INT. CORUSCANT-CHANCELLOR�S OFFICE-EARLY EVENING

MACE arrives with THREE JEDI to arrest PALPATINE.

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

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

MACE WINDU and the other JEDI ignite their lightsabers.

PALPATINE: Are you threatening me, Master Jedi?

MACE: The Senate will decide your fate.

PALPATINE: (burst of anger) I am the Senate!

MACE: Not yet!

PALPATINE stands, a laser sword appears out of his cloak sleeve, and he spins toward the JEDI.

PALPATINE: It's treason, then.

A close shot of PALPATINE as the fight begins. Close shots of THREE JEDI getting cut down by PALPATINE. PALPATINE and MACE continue to fight.

Jedi Master MACE WINDU and the Sith Lord fight their way down the hallway and into the main office area. PALPATINE is able to use the Force to slam MACE against the wall, but he recovers before the Chancellor can cut him down.

ANAKIN lands his speeder, jumps out, and runs down a long corridor toward the Chancellor's office.

In the heat of battle, MACE cuts the window behind the Chancellor's desk, and it crashes away. MACE is forced out onto the ledge, which is twenty stories up. They fight over the precipice. ANAKIN arrives to see PALPATINE and MACE fighting.

They stop as MACE forces PALPATINE to drop his sword. PALPATINE and MACE start yelling at each other.

MACE WINDU: You are under arrest, My Lord.

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

MACE WlNDU: You old fool. The oppression of the Sith will never return. Your plot to regain control of the Republic is over . . . you have lost . . .

PALPATINE: No! No! You will die!

PALPATINE raises his hands, and lightning bolts shoot out. They are blocked by MACE's lightsaber. PALPATINE is pushed back against the window sill.

PALPATINE: He is a traitor, Anakin.

MACE WlNDU: He's the traitor. Stop him!

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

MACE WlNDU: Aarrrrggghhhhh . . .

PALPATINE: You are not one of them, Anakin. Don't let him kill me.

MACE WlNDU: Aarrrrggghhhhh . . .

PALPATINE: I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him.

MACE WlNDU: Don't listen to him, Anakin.

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

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

PALPATINE: I can't ... I give up. Help me. I am weak ... I am too weak. Don't kill me. I give up. I'm dying. I can't hold on any longer.

MACE WlNDU: You Sith disease. I am going to end this once and for all.

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

MACE WlNDU: He has too much control of the Senate and the Courts. He is too dangerous to be kept alive.

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

ANAKIN: It is not the Jedi way . . .

MACE raises his sword to kill the CHANCELLOR.

ANAKIN: (continuing) He must live . . .

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

ANAKIN: I need him . . .

PALPATINE: Please don't . . .

ANAKIN: NO!!!

Just as MACE is about to slash PALPATINE, ANAKIN steps in and cuts off the Jedi's hand holding the lightsaber.

As MACE stares at ANAKIN in shock, PALPATINE springs to life.

The full force of Palpatine's powerful Bolts blasts MACE. He attempts to deflect them with his one good hand, but the force is too great. As blue rays engulf his body, he is flung out the window and falls twenty stories to his death. No more screams. No more moans. PALPATINE lowers his arm.

PALPATINE: Power! Unlimited power!

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

ANAKIN: What have I done?

ANAKIN sits.

PALPATINE: You are fulfilling your destin, Anakin. Become my apprentice. Learn to use the dark side of the Force.

ANAKIN: I will do whatever you ask.

PALPATINE: Good.

ANAKIN: Just help me save Padme's life. I can't live without her. I won't let her die. I want the power to stop death.

PALPATINE: To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret.

ANAKIN kneels before PALPATINE.

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

PALPATINE: Good. Good. The Force is strong with you. A powerful Sith you will become. Henceforth, you shall be known as Darth . . . Vader.

ANAKIN: Thank you. my Master.

PALPATINE: Rise, Darth Vader.

Palpatine moves over to his desk.

129 EXT. KASHYYYK-MEETING HALL-DAY

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

130 INT. CORUSCANT-CHANCELLOR'S OFFICE-EVENING

PALPATINE is putting on his dark cloak: he is now fully DARTH SIDIOUS.

PALPATINE: Because the Council did not trust you, my young apprentice, I believe you are the only Jedi with no knowledge of this plot. When the Jedi learn what has transpired here, they will kill us, along with all the Senators.

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

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

ANAKIN: I understand, Master.

PALPATINE: We must move quickly. The Jedi are relentless; if they are not all destroyed, it will be civil war without end. First, I want you to go to the Jedi Temple. We will catch them off balance. Do what must be done, Lord Vader. Do not hesitate. Show no mercy. Only then will you be strong enough with the dark side to save Padme.

ANAKIN: What about the other Jedi spread across the galaxy?

PALPATINE: Their betrayal will be dealt with. After you have killed all the Jedi in the Temple, go to the Mustafar system. Wipe out Viceroy Gunray and the other Separatist leaders. Once more, the Sith will rule the galaxy, and we shall have peace.

131 INT. CORUSCANT-JEDI TEMPLE ENTRY-NIGHT

ANAKIN goes to the Jedi Temple with a battalion of Clone Troopers.

132 EXT. UTAPAU-TENTH LEVEL-LANDIXG PLATFORM-DAY

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

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

CLONE COMMANDER CODY: Very good, sir.

CLONE COMMANDER CODY starts to move away, then remembers something and returns to OBI-WAN.

CLONE COMMANDER CODY: (continuing) Oh, by the way, I think you'll be needing this.

He hands OBI-WAN his lightsaber, and the LIZARD rears up.

OBI-WAN: Thank you, Cody, (smiling) Now let's get a move on. We've got a battle to win here.

CLONE COMMANDER CODY: Yes, sir!

OBI-WAN and the LIZARD ride off down the wall of the giant sinkhole.

The battle rages throughout the city. CLONE COMMANDER CODY (2224,) takes out his comlink and listens to the HOLOGRAM OF DARTH SIDIOUS as, far below, OBI-WAN can been seen battling DROIDS on a landing platform.

DARTH SlDIOUS: Commander Cody, the time has come. Execute Order Sixty-Six.

CLONE COMMANDER CODY: It will be done, My Lord.

The HOLOGRAM disappears, and CLONE COMMANDER CODY gestures to a nearby Clone Trooper.

CLONE COMMANDER CODY: Blast him!

The battle rages all around OBI-WAN. DROIDS and CLONES are everywhere. OBI-WAN is riding on a LIZARD, cutting down DROIDS as he races across the battlefield. Suddenly a volley of laser blasts from behind him knocks him and his LIZARD off the wall of the sinkhole. He looks around just in time to see his CLONE TROOPS are firing on him.

OBI-WAN falls hundreds of feet to the bottom of the water-filled sinkhole.

133 EXT. MYGEETO-DAWN

The sky slowly awakens on the crystal world of Mygeeto. A battle rages. Clone troops battle the droid armies across a long bridge. KI-ADI-MUNDi uses his light saber to deflect enemy fire. CLONE COMMANDER BACARA (1138) exits a Gunship near the entrance to the city. He rallies his TROOPS to attack the city, then gets a message on his comlink. He stops and moves to one side as a HOLOGRAM OF DARTH SIDIOUS appears on the comlink in the palm of his hand. He moves further into the shadows.

DARTH SlDIOUS: Commander 1138 . . .

CLONE COMMANDER BACARA: Yes, sir.

DARTH SlDIOUS: The time has come. Execute Order Sixty-Six.

CLONE COMMANDER BACARA: It will be done, My Lord.

DARTH SIDIOUS fades, and the CLONE COMMANDER snaps the comlink closed and looks to the main plaza of the city, where KI-ADI-MUNDI is leading the charge. The clones stop. KI-ADI-MUNDI turns around and is blasted by clone fire. He's killed before he can defend himself.

134 EXT. FELUCIA-FOREST-DAY

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

AAYLA: Steady. . . . steady . . .

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

AAYLA: (continuing) Bly, do you think they're Droids?

BLY: No.

BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground.

Another Jedi, BARRISS OFFEE, is cutting down a patrol of DROIDS when a CLONE WALKING TANK and SEVEN CLONE TROOPERS round a corner and blast the Jedi away.

135 EXT. KASHYYYK-MEETING HALL-DAY

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

136 EXT. KASHYYYK-EDGE OF VILIAGE-DAY

The battle appears to be over. WOOKIEES stack destroyed Droids while CLONES assess the damage to their equipment. A Jedi, LUMINARA UNDULI, talks with EIGHT CLONE OFFICERS standing in a circle around her. Suddenly they reveal their hidden pistols and blast her before she can react.

The Jedi QUINLAN VOS is riding on top of a CLONE TURBO TANK. The main cannon of a second tank slowly swings to point right at him and a COUPLE OF CLONES.

The cannon fires, and QUINLAN VOS and the CLONES disappear in a huge EXPLOSION.

137 INT. CATO NEIMOIDIA-COCKPIT CLONE FIGHTER-DAY

The CLONE PILOT watches a hologram of DARTH SIDIOUS.

DARTH SIDIOUS: Execute Order Sixty-Six.

CLONE PILOT: It will be done, My Lord.

138 INT. CATO NEIMOIDIA-JEDI STARFIGHTER-DAY

PLO KOON heads his ship toward a battle on a landing platform.

PLO KOON: There they are. Land on the nearest platform.

139 EXT. CATO XEIMOIDIA-JEDI STARFIGHTER-DAY

The FOUR CLONE PILOTS with PLO KOON drop back and blast him out of the sky.

140 EXT. SALEUCAMI-FOREST

Three Speeder Bikes race through the forest. A Jedi, STASS ALLIE is in the lead. The TWO CLONES following her drop back and blast her, causing her to crash in a huge EXPLOSION.

141 INT. CORUSCANT-CHANCELLOR'S OFFICE-NIGHT

DARTH SIDIOUS stands alone in his private office, illuminated only from a hologram projector beam from above. A small HOLOGRAM OF COMMANDER GREE stands in front of him.

CLONE COMMANDER GREE: Yes, My Lord.

DABTH SIDIOUS: The time has come. Execute Order Sixty-Six.

142 EXT. KASHYYYK-MEETING HALL BALCONY-DAY

A vista of waterways, high green mesas, and giant tree cities serves as a backdrop for the fierce battle, CLONES AND WOOKIEES against TRADE FEDERATION DROID ARMIES, with treaded tank-like vehicles. CLONE COMMANDER GREE holds his comlink.

CLONE COMMANDER GREE: It will be done, My Lord.

CLONE COMMANDER GREE snaps his comlink shut.

YODA watches from the balcony. The battle rages as CLONES and WOOKIEES attack DROIDS coming across the water on CORPORATE ALLIANCE TANK DROIDS. CHEWBACCA and TARFFUL stand on either side of the Jedi Master as he watches the battle below. CLONE COMMANDER GREE and ONE OFFICER walk onto the balcony toward YODA. YODA stands looking over the battlefield below. When they are close enough, the CLONES reveal their weapons and fire.

But faster than the CLONES can reveal their weapons, YODA ignites his lightsaber, leaps in the air, and beheads both CLONES. CHEWBACCA and TARFFUL fire their weapons as more CLONES enter the hall. The Wookiees call out to YODA to follow them. CHEWBACCA picks YODA up and carries him away.

143 EXT. CORUSCANT-JEDI TEMPLE-NIGHT

A JEDI is surrounded and gunned down by CLONE TROOPERS.

144 INT. CORUSCANT-JEDI TEMPLE-NIGHT

ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI.

He exits Shaak Ti's room and enters a hallway, where the battle is taking place.

145 INT. CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT

ANAKIN enters a room full of YOUNGLINGS huddled in a corner.

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

ANAKIN looks back at them with a stern expression on his face and ignites his lightsaber.

146 INT. CORUSCANT-PADME'S APARTMENT-PRE-DAWN

C-3PO and PADME look out the apartment window.

C-3PO: The Chancellor's office indicated Master Anakin returned to the Jedi Temple. Don't worry, My Lady. I am sure he will be all right.

PADME bursts into tears.

147 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN

The city planet is covered in a hazy glow. A column of black smoke can be seen rising in the distance. BAIL ORGANA's Speeder flies overhead, straight toward the smoke.

148 EXT. CORUSCANT-JEDI TEMPLE-LANDING PLATFORM-PRE-DAWN

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

BAIL ORGANA: What's going on here?!?

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

The CLONES bar the Senator from entering the Temple.

CLONE SERGEANT: (continuing) I'm sorry, sir. No one is allowed entry.

The CLONES point their guns at BAIL and cock them.

CLONE SERGEANT: (continuing) It's time for you to leave, sir.

BAIL ORGANA: And so it is.

BAIL reluctantly heads hack toward his Speeder. Suddenly, several SHOTS RING OUT. BAIL turns and sees a ten-year-old Jedi, ZETT JUKASSA, fighting the CLONES. Several more CLONES join in the fight, followed by CLONE COMMANDER APPO (1119), who points at BAIL.

CLONE COMMANDER APPO: Get him! Shoot him!

SEVERAL CLONES start firing at BAIL. The Senator jumps for cover behind his Speeder, starting the engines and pulling out his laser

pistol.

The YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot.

The Speeder takes off with BAIL clinging to the side. The CLONES fire at it as it disappears into the cityscape.

149 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN

BAIL ORGANA struggles to pull himself into the Speeder as it races along through the cityscape. Finally, he climbs in, just as the Speeder is about to hit a building. BAIL steers clear of the building and races away.

150 EXT. UTAPAU-UNDERWATER SINKHOLE-DAY

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

151 EXT. UTAPAU-UNDERWATER CAVES-DAY

OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall.

OBI-WAN climbs the wall to the second cave just as TWO LITTLE SEEKER DRONES pop out of the water with their searchlights glowing. OBI-WAN presses himself against the wall of the smaller cave as the TWO SEEKER DRONES search the grotto. One of the SEEKERS begins to enter the cave in which OBI-WAN is hiding. OBI-WAN presses further into the wall. The light shines on the opposite wall and moves to the back of the cave, illuminating a huge NOS MONSTER. OBI-WAN holds his breath. The SEEKER is confused for a moment, then the NOS MONSTER lunges at the SMALL DROID and consumes it in one bite.

The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water.

The SECOND SEEKER shines its light on the NOS MONSTER as the evil creature tries to grab the LITTLE DRONE. OBI-WAN slinks off toward the back of the cave. He comes upon a nest of BABY NOS MONSTERS. They SCREECH and make horrible sounds. OBI-WAN jumps over them and continues on his way through the tunnel system.

152 EXT. KASHYYYK-LAKE ON VILLAGE EDGE-DUSK

CLONES in modified one-man AT-ST's and Swamp Speeders flash their searchlights across the gloomy lake. The light of one of the AT-ST's spots something floating in the water. It is what's left of a Wookiee catamaran. The body of a dead Wookiee (TARFFUL) is lying across the stern of the wreckage of the flying boat. There is some movement on the boat. The CLONE SERGEANT on the AT-ST fires a warning shot past the boat.

AT-ST CLONE SERGEANT: Everyone out of there!

A CRAZY LITTLE CREATURE about two feet high pops its head over the rail. The creature is covered with mud. His long hair is frizzed out in all directions.

CREATURE: Wookiee good . . . eat Wookiee. (crazy little laugh)

CLONE SERGEANT: Did you find something?

CREATURE: It's nothing, nothing. (laughs)

CLONE SERGEANT: It's nothing, nothing. All these Wookiees are dead. Move to the east.

CLONE TROOPER: Yes, sir.

Suddenly, CHEWBACCA climbs up behind the AT-ST CLONE, dripping wet, and throws the CLONE SERGEANT into the water. CHEWIE BARKS.

CREATURE: Right you are, Chewbacca. Faster that will be.

TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda.

YODA: Stink, this mud does. A moment to bathe, give me.

YODA, covered with mud, jumps into the water. TARFFUL climbs onto the AT-ST with CHEWBACCA. YODA is out of the water and putting his robes back on.

YODA: (continuing) Not far, are we, from the emergency ship. Quickly . . .

YODA whistles and a large ALIEN FLYING INSECT called CAN-CELL appears. YODA jumps on the insect's back and they take off. The WOOKIEES follow on the AT-ST. The CLONES continue to search the swamp.

153 EXT. KASHYYYK-HILLS OVERLOOKING LAKE-DUSK

The AT-ST marches up the hill and stops. The WOOKIEES jump down. YODA lands on CAN-CELL nearby. CHEWBACCA goes to a tree and pulls down one of its branches.

The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod.

YODA: Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have.

The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky.

154 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY

BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS.

ROYAL GUARD: Identification . . .

BAIL ORGANA: Senator Bail Organa of Alderaan.

BAIL and his AIDES hand them their ID cards. The ROYAL GUARDS check them over and give them back, then BAIL and his CREW walk on board his Starship.

155 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY

The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky.

156 INT ALDERAAN-STARCRUISER-HALLWAY-DAY

BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS.

BAIL ORGANA: Were you able to get hold of a Jedi homing beacon?

CAPTAIN ANTILLES: Yes, sir. We've encountered no opposition. The clones are still a bit confused. It appears no one is in command.

BAIL ORGANA: That will change soon. Hopefully we will be able to intercept a few Jedi before they walk into this catastrophe.

157 EXT. UTAPAU-SINKHOLE WALL-LATE DAY

OBI-WAN hides from a group of CLONE TROOPERS.

CLONE CAPTAIN: Did you find Kenobi?

CLONE TROOPER: No one could have survived that fall.

He watches them pass.

CLONE CAPTAIN: Start loading your men on the ship.

CLONE TROOPER: Yes, sir.

OBI-WAN tries to sneak back to the secret platform, down a flight of stairs.

158 EXT. UTAPAU-SECRET LANDING PLATFORM-LATE DAY

OBI-WAN makes his way out of the cave and onto General Grievous's secret landing platform. He runs to the Starfighter and climbs into the one-man ship. The Starfighter takes off and disappears into the sky.

159 EXT. UTAPAU-SPACE

OBI-WAN flies away from the planet Utapau in General Grievous's tiny Starfighter.

160 INT. GENERAL GRIEVOUS'S STARFIGHTER-SPACE

OBI-WAN activates the controls on the Starfighter. He punches in several coordinates and codes. A BEEPING SOUND is heard. It quickly speeds up until it is a steady tone. OBI-WAN speaks into his comlink.

OBI-WAN: Emergency Code Nine Thirteen ... I have no contact on any frequency. Are there any Jedi out there? . . . anywhere . . .

A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears.

BAIL: (hologram) . . . Kenobi . . .

OBI-WAN: (continuing) I've locked on. Repeat.

The FUZZY HOLOGRAM image comes into focus, and it is BAIL ORGANA.

BAIL ORGANA: Master Kenobi??

OBI-WAN: Senator Organa! My Clone Troops turned on me ... I need help.

BAIL ORGANA: We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates.

161 INT. CORUSCANT-PADME�SAPARTMENT-PRE-DAWN

PADME stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom.

C-3PO: My Lady, there's a Jedi fighter docking on the veranda.

PADME turns and rushes to the bedroom.

162 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN

THREEPIO walks out to ANAKIN's ship and talks with ARTOO. ARTOO beeps.

THREEPIO: Hush! Not so loud!

PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER. They embrace.

PADME: Are you all right? I heard there was an attack on the Jedi Temple . . . you can see the smoke from here.

ANAKIN: I'm fine. I'm fine. I came to see if you and the baby are safe.

PADME: Captain Typho's here, we're safe. What's happening?

C-3PO continues to talk to R2-D2 on the GREEN FIGHTER.

C-3PO: What is going on?

ARTOO SQUEAKS and BEEPS.

C-3PO: (continuing) You can't be anymore confused than I am.

ANAKIN: The situation is not good. The Jedi have tried to overthrow the Republic . . .

PADME: I can't believe that!

ANAKIN: I couldn't either at first, but it's true. I saw Master Windu attempt to assassinate the Chancellor myself.

C-3PO leans over and whispers to ARTOO.

C-3PO: Something important is going on! I heard a rumor they are going to banish all droids.

ARTOO BEEPS rather loudly. C-3PO puts his fingers to his lips.

C-3PO: (continuing) Shhhhhh . . . not so loud.

ARTOO BEEPS quietly.

C-3PO: (continuing) Whatever it is, we'll be the last to know.

PADME: Anakin, what are you going to do?

ANAKIN looks down for a moment and then walks away from Padme.

ANAKIN: I will not betray the Republic . . . my loyalties lie with the Chancellor and with the Senate . . . and with you.

ANAKIN turns and walks back to Padme.

PADME: What about Obi-Wan?

ANAKIN: I don't know . . . Many Jedi have been killed. We can only hope that he's remained loyal to the Chancellor.

PADME: How could this have happened?

ANAKIN: The Republic is unstable, Padme. The Jedi aren't the only ones trying to take advantage of the situation. There are also traitors in the Senate.

PADME stands and reacts ever so slightly.

PADME: What are you saying?

ANAKIN: You need to distance yourself from your friends in the Senate. The Chancellor said they will be dealt with when this conflict is over.

PADME: What if they start an inquisition? I've opposed this war. What will you do if I become a suspect?

ANAKIN: That won't happen. I won't let it.

PADME: Oh, Anakin, I'm afraid.

ANAKIN takes PADME in his arms.

ANAKIN: Have faith, my love. Everything will soon be set right. The Chancellor has given me a very important mission. The Separatists have gathered in the Mustafar system. I'm going there to end this war. Wait for me until I return . . . things will be different, I promise.

They kiss.

ANAKIN: (continuing) Please, wait for me.

PADME: I will.

ANAKIN gets into his Fighter as THREEPIO backs away.

C-3PO: (to Artoo) Well, he is under a lot of stress, Artoo.

ARTOO beeps.

C-3PO: (continuing) Take care, my little friend.

ARTOO BEEPS a good-bye, and the fighter takes off. PADME is left alone on the veranda. She starts to cry. THREEPIO comes up to her.

C-3PO: (continuing) My Lady, is there anything I might do?

PADME: No thank you, Threepio.

G-3PO: A snack, perhaps?

PADME: No.

THREEPIO starts to move off.

C-3PO: I feel so helpless.

163 EXT. ALDERAAN-STARCRUISER-SPACE

OBI-WAN's ship docks with Bail Organa's Starcruiser.

164 INT. ALDERAAN-STARCRUISER-HALLWAY-DAY

The door to the main hallway slides open. OBI-WAN enters and is greeted by YODA and BAIL ORGANA. The three walk down the hallway.

BAIL ORGANA: You made it.

YODA: Master Kenobi, dark times are these. Good to see you. it is.

OBI-WAN: You were attacked by your Clones, also?

YODA: With the help of the Wookiees, barely escape, I did.

OBI-WAN: How many other Jedi managed to survive?

YODA: Heard from no one, have we.

BAIL ORGANA: I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda.

OBI-WAN: Have we had any contact from the Temple?

YODA: Received a coded retreat message, we have.

BAIL ORGANA: It requests all Jedi to return to the Temple. It says that the war is over . . .

OBI-WAN: Well, then we must go back! If there are other stragglers, they will fall into the trap and be killed.

BAIL ORGANA: It's too dangerous to return.

YODA: Suggest dismantling the coded signal, do you?

OBI-WAN: Yes, Master. There is too much at stake here, and we need a clearer picture of what has happened.

YODA: I agree. In a dark place we find ourselves ... a little more knowledge might light our way.

165 EXT. MUSTAFAR-LAVA FIELDS-DAY

Workers move across the lava beds, gathering the magma. A column of aliens riding giant MUSTAFAR FLEAS marches forward.

166 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

A HOLOGRAM of DARTH SIDIOUS is in the center of the room. NUTE GUNRAY and the REST OF THE SEPARATIST COALITION watch SIDIOUS.

NUTE GUNRAY: The plan has gone as you had promised, My Lord.

DARTH SIDIOUS: You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you.

The hologram disappears.

167 INT. CRUISER-COCKPIT

The Republic Cruiser heads toward Coruscant. OBI-WAN, BAIL, YODA, and TWO PILOTS sit in the cockpit.

PILOT: We are receiving a message from the Chancellor's office, sir.

BAIL ORGANA: Send it through.

PILOT: Yes, sir.

The PILOT pushes some buttons. MAS AMEDDA appears on screen.

MAS AMEDDA: Senator Organa . . . the Supreme Chancellor of the Republic requests your presence at a special session of Congress.

BAIL ORGANA: Tell the Chancellor I will be there.

MAS AMEDDA: Very well. He will be expecting you.

MAS AMEDDA's image disappears from the screen.

BAIL ORGANA: It could be a trap.

OBI-WAN: No, I don't think so. The Chancellor will not be able to control the thousands of star systems without keeping the Senate intact.

YODA: If a special session of Congress there is, easier for us to enter the Jedi Temple it will be.

168 EXT. CORUSCANT-SENATE LANDING PLATFORM-LATE DAY

OBI-WAN, BAIL, and YODA land on Coruscant. The elevator door opens, and they step out.

GUARD: Welcome back, Senator. May I see your clearance?

BAIL ORGANA: Certainly.

GUARD: Thank you, you may proceed. We will take custody of the Jedi.

OBI-WAN: It would be better if we stayed with the Senator.

GUARD: It would be better if they stayed with you.

BAIL and his AIDES go into the Senate. YODA and OBI-WAN head for the Jedi Temple.

169 EXT. MUSTAFAR-JEDI STARFIGHTER-SPACE

ANAKIN's Jedi Starfighter heads for the hazy blood-red planet of Mustafar.

170 EXT. MUSTAFAR-LANDING PLATFORM-DAY

ANAKIN flies over the volcanoes of Mustafar and lands his Jedi Starfighter on a complex of Landing Platforms. His cockpit opens as R2-D2 pops from the ship with a happy BEEP.

ANAKIN: Artoo . . . stay with the ship.

ARTOO lets out a sad little BEEP and moves back toward the ship.

171 EXT. MUSTAFAR-LANDING PLATFORM-DAY

ANAKIN, putting on his hood, walks across a walkway upon arriving on Mustafar.

172 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN appears in the doorway of the control center.

NUTE GUNRAY: Welcome, Lord Vader. We've been expecting you.

Everyone in the room looks to him as he raises his hand toward a control panel, and all the exits close. The confused SEPARATISTS look around in bewilderment.

173 EXT. CORUSCANT-JEDI TEMPLE-LATE DAY

Smoke from the smoldering shell of the Jedi Temple fills the air with a brown haze.

174 INT. CORUSCANT-JEDI TEMPLE-MAIN ENTRANCE-LATE DAY

A DOZEN CLONE TROOPERS stand guard at the entrance of the Jedi Temple. Suddenly there is a flash of a lightsaber, a flurry of confusion, and all of the Clone Troopers are dead on the floor. YODA and OBI-WAN stand in the middle of the carnage.

OBI-WAN: There are several battalions of Clone Troopers on every level. Many are dressed as Jedi.

YODA: Dismantle the coded signal quickly. That group back there, soon discovered will be.

175 EXT. CORUSCANT-SENATE BUILDING-SUNSET

The awesome Senate Building looms over the city. The endless traffic continues to clutter the skyline.

176 INT. CORUSCANT-SENATE CHAMBER-SUNSET

The Chancellor is in the podium in the center of the vast arena giving a speech. MAS AMEDDA stands to the right of SIDIOUS. BAIL ORGANA walks through the hallway of the Main Senate Chamber. He enters the Senate Pod of Naboo and sits next to PADME. JAR JAR, CAPTAIN TYPHO and TWO HANDMAIDENS are in the pod also.

PALPATINE: . . . and the Jedi Rebellion has been foiled.

BAIL ORGANA: I was held up. What's happening?

PADME: The Chancellor has been elaborating on a plot by the Jedi, to overthrow the Senate.

BAIL ORGANA: That's not true!

PADME: He's been presenting evidence all afternoon.

BAIL ORGANA: And the Senate will go along with it, just like they always do.

PALPATINE: The remaining Jedi will be hunted down and defeated. (applause) Any collaborators will suffer the same fate.

(applause)

These have been trying times, but we have passed the test.

177 INT. CORUSCANT-JEDI TEMPLE-HALLWAY-SUNSET

YODA and OBI-WAN make their way through the Temple, avoiding the HUNDREDS OF CLONE TROOPERS. They use the Force to distract the CLONES when they can.

YODA and OBI-WAN walk through the ruins of the Temple until they come across the bodies of some students.

OBI-WAN: Not even the younglings survived.

YODA: Killed not by clones, this Padawan. By a lightsaber, he was.

OBI-WAN: . . .Who?? Who could have done this?

178 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN ignites his lightsaber, NUTE and the OTHERS panic. The DROIDS at the controls and the GUARDS grab their weapons, but it is too late. They are cut down in a flash. The Separatists bang on the doors, and NUTE and RUNE HAAKO flee under a table.

ANAKIN, stone-faced, moves through the room like the grim reaper. Bodies drop everywhere. SCREAMS are cut short as the head of the Banking Clan dies.

Then POGGLE THE LESSER loses his head; WAT TAMBOR, SHU MAI, and the REST OF THE SEPARATISTS run into the conference room.

179 INT. CORUSCANT-SENATE CHAMBER-SUNSET

PALPATINE: The attempt on my life has left me scarred and deformed, but I assure you my resolve has never been stronger.

Applause.

180 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

In the hallway, ANAKIN cuts down DROIDS and SEPARATISTS alike. He is unstoppable. ANAKIN turns his head-his eyes are yellow.

181 INT. CORUSCANT-SENATE CHAMBER-SUNSET

PALPATINE continues his speech at the podium.

PALPATINE: The war is over. (applause) The Separatists have been defeated, (applause) and the Jedi rebellion has been foiled. We stand on the threshold of a new beginning.

There is a long period of APPLAUSE.

PADME: Well, this is the moment we discover if he intends to return the Republic to a democracy.

PALPATINE: In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire, for a safe and secure society which I assure you will last for ten thousand years.

There is a loud, sustained CHEER from the Senate. BAIL ORGANA and PADME sit, dumbfounded.

PALPATINE: (continuing) An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . .

The Senate CHEERS again. BAIL and PADME are devastated. PADME begins to cry.

PALPATINE: (continuing) An empire ruled by the majority . . . Ruled by a new constitution . . .

The Senate APPLAUDS.

PADME: So this is how liberty dies, with thunderous applause . . .

BAIL ORGANA: We cannot let this happen.

He starts to stand up. PADME stops him.

PADME: Not now! There will be a time.

182 INT. MUSTAFAR-MAIN CONTROL CENTER-CONFERENCE ROOM-DAY

After everyone in the Main Control Room is dead, ANAKIN moves to the small conference room where WAT TAMBOR. SHU MAI, and some OTHER SEPARATISTS are hiding. RUNE HAAKO tries to run but is trapped by a dead-end as ANAKIN advances.

RUNE HAAKO: Stop! Enough, this is not right!

RUNE is cut down. NUTE GUNRAY crawls out from under the table and opens the Main Door, allowing DESTROYER DROIDS to enter. WAT TAMBOR is cut down, along with SHU MAI. DESTROYER DROIDS appear in the doorway and blast away, causing total destruction. When the firing is over, ANAKIN is gone. Blown away? No. ANAKIN drops from the ceiling behind the TWO DROIDS and cuts them to pieces before they know what hit them.

183 INT. MUSTAFAR-MAIN CONTROL CENTER-HALLWAY-DAY

NUTE GUNRAY is the last Separatist leader alive. ANAKIN moves on to find NUTE GUNRAY hiding in an alcove.

NUTE GUNRAY: The war is over. Lord Sidious promised us peace ... we only want . . .

NUTE GUNRAY is cut down in midsentence.

184 INT. CORUSCANT-JEDI TEMPLE-COMPUTER ROOM-NIGHT

OBI-WAN stands in a large computer area as YODA looks on, in the hatchway to the Main Control Center.

OBI-WAN: I've recalibrated the code warning all surviving Jedi to stay away.

YODA: Good . . . For the Clones to discover the recalibration, a long time it will take. To change it back, longer still. Hurry.

185 INT. CORUSCANT-JEDI TEMPLE-CONTROL CENTER-NIGHT

OBI-WAN enters the Main Control Center with YODA and heads for the hologram area.

OBI-WAN: Wait, Master. There is something I must know . . .

YODA: If into the security recordings you go, only pain will you find.

OBI-WAN: I must know the truth, Master.

OBI-WAN moves to a panel and flips some switches. He sees a HOLOGRAM of ANAKIN slaughtering JEDI, including the YOUNG ONES. OBI-WAN and YODA react.

OBI-WAN: (continuing) It can't be . . . It can't be . . .

As ANAKIN surveys the carnage, a DARK-ROBED SITH LORD enters. ANAKIN turns to DARTH SIDIOUS and kneels before him.

ANAKIN: The traitors have been taken care of, Lord Sidious.

DARTH SlDIOUS: Good . . . good . . . You have done well, my new apprentice. Do you feel your power growing?

ANAKIN: Yes, My Master.

DARTH SlDIOUS: Now, Lord Vader, now go and bring peace to the Empire.

OBI-WAN watches in horror. Tears well up in his eyes.

OBI-WAN: I can't watch any more.

OBI-WAN switches off the hologram. The TWO JEDI stand in silence for a few moments.

YODA: Destroy the Sith, we must.

OBI-WAN: Send me to kill the Emperor. I will not kill Anakin.

YODA: To fight this Lord Sidious, strong enough, you are not.

OBI-WAN: He is like my brother ... I cannot do it.

YODA: Twisted by the dark side, young Skywalker has become. The boy you trained, gone he is . . . Consumed by Darth Vader.

OBI-WAN: How could it have come to this?

YODA: To question, no time there is.

OBI-WAN: I do not know where the Emperor has sent him. I don't know where to look.

YODA: Use your feelings, Obi-Wan, and find him, you will. Visit the new Emperor, my task is. May the Force be with you.

OBI-WAN: May the Force be with you, Master Yoda.

186 INT. CORUSCANT-PADME'S APARTMENT-AFTERNOON

A DC0052 Intergalactic Speeder pulls up to the veranda landing of Padme's apartment.

187 EXT. CORUSCANT -PADME'S APARTMENT-VERANDA-AFTERNOON

The cockpit of the sleek yellow Galactic Speeder opens, and a HOODED FIGURE emerges and walks onto the veranda. An ALARM GOES OFF deep in the apartment. The FIGURE stops before a security curtain that protects the veranda. C-3PO enters the veranda and approaches the FIGURE.

C-3PO: Hello, might I help you . . . Oh, it's you, Master Kenobi. Come in, quickly.

The security curtain disappears, and the FIGURE lifts his hood. It is OBI-WAN. The alarm stops sounding.

OBI-WAN: Has Anakin been here . . . ?

C-3PO: Yes . . . right after the attack on the Jedi Temple.

PADME comes down the stairs in a robe. THREEPIO leaves.

PADME: Master Kenobi . . .

She embraces Obi-Wan.

PADME: (continuing) Oh, Obi-Wan, thank goodness . . . you're alive.

OBI-WAN: The Republic has fallen. Padme . . . The Jedi Order is no more . . .

PADME: I know, it's hard to believe everything to which we've dedicated our lives is gone.

OBI-WAN: I believe we have been part of a plot hundreds of years in the making.

PADME: The Senate is still intact, there is some hope.

OBI-WAN: No. Padme . . . It's over . . . The Sith now rule the galaxy as they did before the Republic.

PADME: The Sith!?!

OBI-WAN: I'm here looking for Anakin . . . When was the last time you saw him?

PADME: Yesterday.

OBI-WAN: And do you know where he is now?

PADME: (looks down) No.

OBI-WAN: Padme, I need your help. He's in grave danger.

PADME: From the Sith?

OBI-WAN: From himself . . . Padme, Anakin has turned to the dark side.

PADME: You're wrong! How could you even say that?

OBI-WAN: I have seen a security hologram of him killing younglings.

PADME: Not Anakin! He couldn't!

OBI-WAN: He was deceived by a lie. We all were. It appears that the Chancellor is behind everything, including the war. Palpatine is the Sith Lord we've been looking for. After the death of Count Dooku, Anakin became his new apprentice.

PADME: I don't believe you ... I can't.

OBI-WAN: Padme, I must find him.

PADME: You're going to kill him, aren't you?

OBI-WAN: He has become a very great threat.

As PADME moves to sit down, she reveals her pregnancy.

PADME: I can't . . .

OBI-WAN: Anakin is the father, isn't he?

PADME looks away.

OBI-WAN: (continuing) I'm so sorry.

OBI-WAN turns and leaves as PADME stares transfixed, not knowing what to do. She is worried and tormented. OBI-WAN takes off in the Speeder. She studies the japor snippet that is hanging around her neck.

188 INT. MUSTAFAR-LANDING PLATFORM-DAY

R2-D2 waits forlornly for his Master in front of the Jedi Starfighter.

189 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

ANAKIN surveys the slaughter with a crazed look in his eyes.

190 INT. MUSTAFAR-CONTROL CENTER-BALCONY-DAY

ANAKIN stares out at Mustafar, standing on the control room balcony.

191 EXT. CORUSCANT-LANDING PLATFORM-SUNSET

A small Naboo Skiff rests on a landing platform in the vast congestion of Coruscant. PADME gets out of her Speeder, followed by CAPTAIN TYPHO and C-3PO.

CAPTAIN TYPHO: My Lady, let me come with you.

PADME: There is no danger. The fighting is over, and . . . this is personal.

TYPHO bows.

CAPTAIN TYPHO: As you wish, My Lady . . . but I strongly disagree.

PADME: I'll be all right, Captain.

He goes to the speeder and gets in.

PADME: (continuing) This is something I must do myself. Besides, Threepio will look after me.

C-3PO: Oh, dear.

TYPHO takes off and PADME and THREEPIO board the small NABOO SKIFF. A shadow moves out from under the SKIFF. It is OBI-WAN. He quickly jumps on the retracting ramp as the SKIFF takes off.

192 INT. NABOO SKIFF

THREEPIO chatters away as PADME breaks down in tears, the painful reality sinking in.

C-3PO: Green light. Do you know that I think I'm beginning to get the hang of this flying business.

OBI-WAN stows away on Padme's ship. The ship lifts from the landing platform and heads into the traffic lanes.

193 INT. CORUSCANT-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-SUNSET

A HOLOGRAM OF ANAKIN appears before PALPATINE in his office at the bottom of the Senate Arena.

DARTH VADER: The Separatists are taken care of, My Master.

DARTH SlDIOUS: It is finished, then. You have restored peace and justice to the galaxy. You have done well, Lord Vader.

DARTH VADER: Thank you, My Master.

194 INT. MUSTAFAR-COXFERENCE ROOM-DAY

A Hologram of Sidious speaks with Anakin in the Mustafar control room.

DARTH SlDIOUS: Send a message to the ships of the Trade Federation. Tell them the Separatist leaders have been wiped out. Grievous and Dooku have been destroyed. All droid units must shut down immediately.

DARTH VADER: Very good, My Lord.

ANAKIN sees Padme's ship arriving on the screen and goes out to meet her.

195 EXT. MUSTAFAR-LANDING PLATFORM-DAY

The sleek NABOO SKIFF lands on the Mustafar landing platform near Anakin's GREEN STARFIGHTER. ANAKIN runs up to the SKIFF as the ramp lowers. PADME runs to him.

ANAKIN: Padme, I saw your ship . . .

They embrace.

PADME: Oh, Anakin!

ANAKIN: It's all right, you're safe now. What are you doing out here?

PADME: I was so worried about you. Obi-Wan told me terrible things.

ANAKIN: What things?

PADME: He said you have turned to the dark side . . . that you killed younglings.

ANAKIN: Obi-Wan is trying to turn you against me.

PADME: He cares about us.

ANAKIN: Us??!

PADME: He knows . . . He wants to help you.

ANAKIN: Is Obi-Wan going to protect you? He can't ... he can't help you. He's not strong enough.

PADME: Anakin, all I want is your love.

ANAKIN: Love won't save you, Padme. Only my new powers can do that.

PADME: At what cost? You are a good person. Don't do this.

ANAKIN: I won't lose you the way I lost my mother! I've become more powerful than any Jedi has ever dreamed of and I've done it for you. To protect you.

PADME: Come away with me. Help me raise our child. Leave everything else behind while we still can.

ANAKIN: Don't you see, we don't have to run away anymore. I have brought peace to the Republic. I am more powerful than the Chancellor. I can overthrow him, and together you and I can rule the galaxy. Make things the way we want them to be.

PADME: I don't believe what I'm hearing . . . Obi-Wan was right. You've changed.

ANAKIN: I don't want to hear any more about Obi-Wan. The Jedi turned against me. Don't you turn against me.

PADME: I don't know you anymore. Anakin, you're breaking my heart. I'll never stop loving you, but you are going down a path I

can't follow.

ANAKIN: Because of Obi-Wan?

PADME: Because of what you've done . . . what you plan to do. Stop, stop now. Come back! I love you.

ANAKIN: (seeing Obi-Wan) Liar!

PADME turns around and. sees OBI-WAN standing in the doorway of the Naboo Cruiser.

PADME: No!

ANAKIN: You're with him. You've betrayed me! You brought him here to kill me!

PADME: NO! Anakin. I swear ... I ...

ANAKIN reaches out, and PADME grabs her throat as she starts to choke.

OBI-WAN: Let her go, Anakin.

ANAKIN: What have you and she been up to?

OBI-WAN: Let her go!

ANAKIN releases his grip on the unconscious PADME and she crumples to the ground.

ANAKIN: You turned her against me.

OBI-WAN: You have done that yourself.

ANAKIN: You will not take her from me.

ANAKIN throws off his cloak.

OBI-WAN: Your anger and your lust for power have already done that.

OBI-WAN flings off his cloak.

OBI-WAN: (continuing) You have allowed this Dark Lord to twist your mind until now . . . until now you have become the very thing you swore to destroy.

They circle each other until OBI-WAN is near PADME. He places his hand on her.

ANAKIN: Don't lecture me, Obi-Wan. I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, justice, freedom, and security to my new Empire.

OBI-WAN: Your new Empire?

ANAKIN: Don't make me kill you.

OBI-WAN: Anakin, my allegiance is to the Republic ... to democracy.

ANAKIN: If you're not with me, you're my enemy.

OBI-WAN: Only a Sith Lord deals in absolutes. I will do what I must.

(ignites his lightsaber)

ANAKIN: You will try.

ANAKIN ignites his lightsaber.

ANAKIN lashes out at OBI-WAN, and they begin a ferocious sword fight. ANAKIN throws CONTAINERS at OBI-WAN using the Force.

They work their way off the landing platform and into the main entry hallway. ANAKIN kicks OBI-WAN, and OBI-WAN drops to a lower level.

ARTOO BEEPS his concern and rushes to the unconscious PADME's aid.

196 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

YODA enters, using the Force to throw two RED GUARDS against the wall, knocking them unconscious. DARTH SIDIOUS turns his chair toward YODA. MAS AMEDDA stands behind SIDIOUS's desk.

YODA: I hear a new apprentice, you have. Emperor, or should I call you Darth Sidious.

DARTH SlDIOUS: Master Yoda, you survived.

YODA: Surprised?

DARTH SlDIOUS: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side.

The Dark Lord raises his arms, and LIGHTNING BOLTS shoot out, surrounding YODA.

YODA is picked up and thrown across the room, hitting the wall and sliding down in a crumpled heap. DARTH SIDIOUS chuckles.

197 INT. MUSTAFAR-PASSAGES TO MAIN CONTROL CENTER-DAY

ANAKIN and OBI-WAN move their fight toward the main control center. As the laser swords fly, bits of the hallway are cut up. OBI-WAN and ANAKIN jump and use every trick in the Jedi book.

198 EXT. MUSTAFAR-LANDING PLATFORM-NABOO CRUISER-DAY

R2-D2, tries to drag PADME on board the Naboo Cruiser. C-3PO pokes his head out of the ship's doorway.

C-3PO: What are you doing? You're going to hurt her. Wait!!

C-3PO starts down the ramp.

199 INT. CORRIDOR-SENATE ARENA-CHANCELLOR'S HOLDING OFFICE-NIGHT

MAS AMEDDA leaves the room. PALPATINE approaches a stunned YODA.

DARTH SlDIOUS: I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.

YODA: Not if anything I have to say about it, Lord Sidious.

YODA uses the Force to throw DARTH SIDIOUS back, knocking him clear over his desk and onto the floor in a heap.

YODA: (continuing) At an end your rule is and not short enough it was, I must say.

DARTH SIDIOUS flies through the air, cape flapping, heading toward the exit. At the last second, YODA flies into the exit and stops the Dark Lord.

YODA: (continuing) If so powerful you are, why leave??

YODA ignites his lightsaber.

DARTH SlDIOUS: You will not stop me. Darth Vader will become more powerful than either of us.

DARTH SIDIOUS ignites his lightsaber.

YODA: Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force.

Their swords CLASH. The battle is extremely fast and furious.

200 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

View screens EXPLODE around ANAKIN and OBI-WAN as they work their way into the Control Room. The fighting is intense. OBI-WAN is on the defensive as he jumps up on the table view screen in the center of the room.

ANAKIN: Don't make me destroy you, Master. You're no match for the dark side.

OBI-WAN: I've heard that before, Anakin . . . but I never thought I'd hear it from you.

ANAKIN forces OBI-WAN back into the Conference Room where the quarters are much closer. Sparks fly everywhere. ANAKIN jumps onto the conference table. OBI-WAN slides across the table, knocking ANAKIN over. OBI-WAN grabs ANAKIN�s lightsaber as he falls. OBI-WAN uses the Force to summon his dropped lightsaber. ANAKIN does the same.

201 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

PALPATINE seeks refuge in the vast Senate Chamber. He gets into the Chancellor's Podium and it starts to rise up into the Arena. YODA makes a giant leap into the control pod. The sword fighting is intense in the confined space.

202 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY

The battle intensifies.

OBI-WAN: (continuing) The flaw of power is arrogance.

OBI-WAN stands looking at his former apprentice for a moment.

ANAKIN: You hesitate . . . the flaw of compassion.

OBI-WAN and ANAKIN lock sabers. OBI-WAN puts out his hand to use the Force to push ANAKIN away. ANAKIN puts out his hand to block OBI-WAN.

Both combatants are blasted backwards onto the control panels.

They regain their footing and the battle continues. ANAKIN kicks OBI-WAN away.

They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.

203 INT. CORUSCANT-SENATE CHAMRER-MAIN ARENA-NIGHT

YODA unleashes a ferocious assault on PALPATINE, causing him to almost go over the edge. The Dark Lord drops his lightsaber but recovers with a BLAST OF ENERGY from his hands that surrounds YODA. YODA is deflecting the Sith Lord's lightning bolts.

The energy bolts begin to arc back on the Emperor. It looks as if the Dark Lord is doomed.

YODA: Destroy you I will, just as Master Kenobi, your apprentice will destroy.

YODA jumps to a lower Senate Pod. PALPATINE reaches out with one hand, and a Senate pod is released from its mooring and heads toward the Podium. PALPATINE uses the Force to hurl pod after pod at YODA, who ducks and jumps from one flying pod to another.

YODA leaps away from the pods. He uses the Force to hold one pod suspended in the air. The pod spins and YODA throws it back at PALPATINE, who leaps away at the last moment.

YODA leaps after him, but PALPATINE quickly turns and aims the full force of his energy bolts at the tiny green Jedi, catching him in mid-air and throwing him back hard against the Podium. The force causes YODA to drop his lightsaber. YODA blocks the lightning and throws PALPATINE backwards off the podium. YODA is knocked off the Podium and falls several hundred feet to the base of the Podium. PALPATINE follows in his pod, searching for YODA.

204 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY-DAY

ANAKIN forces OBI-WAN down a narrow balcony outside the Control Room. He rips objects off the wall and throws them at OBI-WAN as he pushes him further and further along the walkway.

The balcony ends, and OBI-WAN is trapped. He looks over the balcony and into a river of lava.

ANAKIN cuts apiece of the balcony railing off, along with a control panel.

ALARMS SOUND, and a protective ray shield around the superstructure disappears. It tumbles into the molten abyss, disappearing in a puff of smoke. A small pipe connects the Control Center to the Main Collection Plant. OBI-WAN has no choice but to tightrope-walk out across the lava river while fighting ANAKIN.

205 EXT. MUSTAFAR-MAIN CONTROL CENTER BALCONY, PIPE ACROSS LAVA RIVER, MAIN COLLECTION PLANT-DAY

ANAKIN, following OBI-WAN, jumps down onto the flexing pipe, lands, and resumes fighting.

206 INT. MUSTAFAR-PIPE ACROSS LAVA RIVER-DAY

OBI-WAN and ANAKIN work their way across the small pipe, fighting ferociously as they go. OBI-WAN slips, throws his lightsaber up in the air, grabs on to the pipe, swings around, grabs on to an upper pipe, retrieves his lightsaber, and lands back on the original pipe. They continue to fight across the pipe until they reach the Main Collection Plant.

207 INT. CORUSCANT-SENATE OFFICE BUILDING-WIRING CHUTE-NIGHT

YODA squishes his way through a mass of wires in a small chute. He talks on his comlink.

YODA: Hurry. Careful timing we will need.

BAIL ORGANA: (in speeder) There aren't many troops on this side. Activate your homing beacon when you're ready.

208 INT. CORUSCANT-SENATE CHAMBER-MAIN ARENA-NIGHT

A Senate pod with COMMANDER THIRE (4477) and SEVERAL OTHER CLONE TROOPERS climb up to where MAS AMEDDA and PALPATINE are waiting. Beneath the Main Podium, TWENTY CLONE TROOPERS search for Yoda 's body.

CLONE COMMANDER THIRE: There is no sign of his body, sir.

MAS AMEDDA: Then he is not dead.

PALPATINE: Double your search.

CLONE COMMANDER THIRE: Yes sir. Right away, sir.

PALPATINE: (to Mas Amedda) Tell Captain Kagi to prepare my shuttle for immediate takeoff.

MAS AMEDDA: Yes, Master.

PALPATINE: I sense Lord Vader is in danger.

PALPATINE walks into the Arena hallway. COMMANDER THIRE descends down to the floor of the Arena, where an intense search is taking place. SEVERAL CURIOUS SENATORS rubberneck in scattered pods.

209 EXT. MUSTAFAR-COLLECTION PANELS-DAY

OBI-WAN and ANAKIN battle on the top of the multispired collection panels, jumping from one to the other. At the end of the collection cluster, a huge spray of lava covers the attachments that hold up the collectors. The frame begins to melt. It's raining lava. Both ANAKIN and OBI-WAN run for cover under the collection cluster. They continue to fight in the lava rain, darting from cover to attack, then quickly retreating to cover.

Support for the entire structure begins to fall away, and the collection cluster falls into the lava river. The Jedi continue their fight, climbing to the highest point on the tower as the rest begins to melt away as it rides the swift current down the river.

It bends toward the lava as they get out toward the end. The fighting gets fierce. OBI-WAN gets to the end and is trapped. The tower slowly starts to sink under the lava.

210 EXT. CORUSCANT-SENATE OFFICE BUILDING-NIGHT

BAIL ORGANA, in his open Cockpit Speeder, flies along next to the roof eave of the huge Senate Building. He slows and moves closer to a long row of recessed lights. Suddenly YODA falls out of one of the light recesses and lands in the Speeder. BAIL guns it and heads away from the Senate Building.

211 INT. CORUSCANT-BAIL ORGANA'S SPEEDER-NIGHT

YODA straightens himself out.

YODA: Into exile I must go. Failed, I have.

YODA and BAIL fly into the traffic of the city.

212 EXT. MUSTAFAR-COLLECTION PANELS-DAY

OBI-WAN realizes he is getting very close to the edge of the lava falls. He grabs a rope and leaps from the collection arm. ANAKIN follows.

ANAKIN and OBI-WAN continue their sword fight hanging from cables as they swing past each other.

213 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

C-3PO carefully lifts PADME into his arms. R2-D2 nervously looks on. BEEPING.

C-3PO: I am being careful. I've got a good hold on her, but . . . I'm worried about my back. I hope it's able to hold up under this weight.

C-3PO carries PADME into the Naboo Skiff.

214 EXT. MUSTAFAR-COLLECTION PANELS-DAY

From their cables, ANAKIN and OBI-WAN both spot something that causes them to stop fighting. The lava river ahead drops off in a tremendous lava fall.

SNAPPING AND METAL GROANS are heard as the main part of the collector starts to break away and move toward the lava fall. OBI-WAN looks around and sees a small floating platform making its way toward the tower.

OBI-WAN does a double hack-flip and lands squarely on the floating platform. He immediately leans to one side and moves away from the tower.

ANAKIN realizes he is doomed as the entire tower heads for the falls. In the distance he sees some CONSTRUCTION DROIDS. He swings back to the tower, climbs up and makes a running leap and miraculously lands on A WORKER DROID. The DROID is confused and chatters to his CO-WORKER. The giant collector goes over the lava flow and disappears in the mist of sparks below.

OBI-WAN heads for the bank of the lava river, but Anakin's DROID is faster. He catches up with his old Master.

OBI-WAN and ANAKIN continue the swordfight. They battle away, balancing on the tiny platform and puzzled DROID. ANAKIN, standing on the Droid, approaches OBI-WAN on the work platform.

OBI-WAN: I have failed you, Anakin. I was never able to teach you to think.

ANAKIN and OBI-WAN confront each other on the lava river.

ANAKIN: I should have known the Jedi were plotting to take over . . .

OBI-WAN: From the Sith!!! Anakin, Chancellor Palpatine is evil.

ANAKIN: From the Jedi point of view! From my point of view, the Jedi are evil.

OBI-WAN: Well, then you are lost!

ANAKIN: This is the end for you, My Master. I wish it were otherwise.

ANAKIN jumps and flips onto OBI- WAN's platform. The fighting continues again until OBI-WAN jumps toward the safety of the black sandy edge of the lava river. He yells at Anakin.

OBI-WAN: It's over, Anakin. I have the high ground.

ANAKIN: You underestimate my power!

OBI-WAN: Don't try it.

ANAKIN follows, and OBI-WAN cuts his young apprentice at the knees, then cuts off his left arm in the blink of an eye. ANAKIN tumbles down the embankment and rolls to a stop near the edge of the lava.

ANAKIN struggles to pull himself up the embankment with his mechanical hand. His thin leather glove has been burned off. He keeps sliding down in the black sand.

OBI-WAN: (continuing) . . . You were the Chosen One! It was said that you would, destroy the Sith, not join them. It was you who would bring balance to the Force, not leave it in Darkness.

OBI-WAN picks up Anakin's light saber and begins to walk away. He stops and looks back.

ANAKIN: I hate you!

OBI-WAN: You were my brother, Anakin. I loved you.

ANAKIN'S clothing blows into the lava river and ignites. Suddenly ANAKIN bursts into flames and starts SCREAMING.

215 INT. MUSTAFAR-VOLCANO EDGE-DAY

OBI-WAN looks in horror as ANAKIN becomes engulfed in flames. OBI-WAN can't watch him as he struggles to climb the embankment, covered in flames.

He runs back to Padme's ship as ANAKIN drops, smoldering, near the top of the lava pit.

216 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

OBI-WAN makes his way to the SKIFF. He looks for Padme. THREEPIO sticks his head out the door of the SKIFF.

C-3PO: Master Kenobi! We have Miss Padme on board. Please, please hurry. We should leave this dreadful place.

OBI-WAN runs on board the Naboo Skiff.

217 EXT. MUSTAFAR-LANDING PLATFORM-NABOO SKIFF-DAY

PADME lies on a cot or bed inside the ship. OBI-WAN walks over and checks on her.

PADME: Obi-Wan? Is Anakin all right?

OBI-WAN looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness. ARTOO watches over her.

OBI-WAN rides in the co-pilot's station. He sits looking pensive. THREEPIO drives.

218 EXT. MUSTAFAR-VOLCANO EDGE-DAY

ANAKIN crawls up the bank, his body smoking. A shuttle flies overhead and lands.

219 EXT. MUSTAFAR-LANDING PLATFORM-IMPERIAL SHUTTLE-DAY

An Imperial Shuttle closes its wings and settles on the highest of the Mustafar Landing Platforms. A PLATOON OF CLONE TROOPERS exits the craft, followed by DARTH SIDIOUS.

220 INT. MUSTAFAR-VOLCANO PIT-DAY

DARTH SIDIOUS walks in front of the CLONE TROOPERS on his way to get to Anakin at the edge of the lava pit.

221 EXT. MUSTAFAR-VOLCANO PIT-DAY

DARTH SIDIOUS discovers what remains of ANAKIN and checks him out. He turns to the CLONES.

DARTH SIDIOUS: Anakin! Anakin! There he is. He's still alive. Get a medical capsule, immediately.

CLONE CAPTAIN: Yes sir. Right away.

Several of the CLONES rush off as DARTH SIDlOUS puts his hand on ANAKIN's forehead.

222 INT. POLIS MASSA-OBSERVATION DOME-NIGHT

On the isolated asteroid of Polis Massa, YODA meditates.

YODA: Failed to stop the Sith Lord, I have. Still much to learn, there is ...

QUI -GON: (V.O.) Patience. You will have time. I did not. When I became one with the Force I made a great discovery. With my training, you will be able to merge with the Force at will. Your physical self will fade away, but you will still retain your consciousness. You will become more powerful than any Sith.

YODA: Eternal consciousness.

QUI-GON: (V.O.) The ability to defy oblivion can be achieved, but only for oneself. It was accomplished by a Shaman of the Whills. It is a state acquired through compassion, not greed.

YODA: . . . to become one with the Force, and influence still have . . . A power greater than all, it is.

QUI-GON: (V.O.) You will learn to let go of everything. No attachment, no thought of self. No physical self.

YODA: A great Jedi Master, you have become, Qui-Gon Jinn. Your apprentice I gratefully become.

YODA thinks about this for a minute, then BAIL ORGANA enters the room and breaks his meditation.

BAIL ORGANA: Excuse me, Master Yoda. Obi-Wan Kenobi has made contact.

223 EXT. MUSTAFAR-LANDING PLATFORM-DAY

The CLONES have placed ANAKIN in a medical capsule. They float the wounded Sith Lord into the belly of the IMPERIAL CRUISER. DARTH SIDIOUS follows the capsule into the ship. The ship takes off.

224 EXT. POLIS MASSA-LANDING PLATFORM-NIGHT

OBI-WAN lands the Naboo Cruiser on the landing platform of the isolated post of Polis Massa. YODA and BAIL ORGANA, along with a FEW GROUND CREW, are waiting as the ramp lowers and OBI-WAN emerges, carrying the unconscious PADME in his arms, followed by ARTOO and THREEPIO.

BAIL ORGANA: We'll take her to the medical center, quickly.

225 EXT. LANDING PLATFORM-CORUSCANT-IMPERIAL REHAB CENTER-DAY

The shuttle lands. DARTH SIDIOUS and CLONE TROOPERS leave the shuttle. ANAKIN's body is carried along in a floating medical capsule.

226 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

POLIS MEDICS work, on PADME in an operating theater. OBI-WAN and one of the MEDICAL DROIDS enter an observation room where BAIL and YODA are waiting.

MEDICAL DROID: Medically, she is completely healthy. For reasons we can't explain, we are losing her.

OBI-WAN: She's dying?

MEDICAL DROID: We don't know why. She has lost the will to live. We need to operate quickly if we are to save the babies.

BAIL ORGANA: Babies??!!

MEDICAL DROID: She's carrying twins.

YODA: Save them, we must. They are our last hope.

The MEDICAL DROID rushes back to the operating room. ARTOO and THREEPIO watch, greatly puzzled. ARTOO BEEPS.

C-3PO: It s some kind of reproductive process, I think.

227 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

ANAKIN, in the medical capsule, is lifted onto a table in the Rehab Center. DROIDS go to work on him. ANAKIN has new legs and a new arm.

228 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

The TWINS are being delivered as BAIL ORGANA, YODA, ARTOO, and THREEPIO watch. OBI-WAN is in the operating theater with PADME. He takes her hand.

OBI-WAN: Don't give up, Padme.

PADME winces from the pain. The MEDICAL DROID is holding the BABY.

MEDICAL DROID: It's a boy.

PADME: Luke . . .

PADME can only offer up a faint smile. She struggles to touch the baby on the forehead.

MEDICAL DROID: ... and a girl.

PADME: . . . Leia.

R2-D2, THREEPIO and BAIL ORGANA watch from an adjoining space.

229 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

VADER, dressed in his black body armor, lies on the table. Nose plugs are inserted and the mask drops from above, sealing tightly. The helmet is fitted and VADER begins breathing.

230 INT. POLIS MASSA-MEDICAL CENTER-NIGHT

OBI WAN leans over PADME and softly speaks to her.

OBI-WAN: You have twins, Padme They need you . . . hang on.

PADME: I can't . . .

PADME winces again and takes OBI-WAN's hand. She is holding Anakin's japor snippet.

OBI-WAN: Save your energy.

PADME: Obi-Wan . . . there . . . is good in him. I know there is ... still . . .

A last gasp, and she dies. Obi-Wan studies the necklace.

231 INT. CORUSCANT-IMPERIAL REHAB CENTER-DAY

DARTH SIDIOUS hovers around the periphery of a group of MEDICAL DROIDS who are working on ANAKIN. DARTH SIDIOUS paces in the foreground. A DROID approaches the Dark Lord.

MEDICAL DROID: My Lord, the construction is finished ... he lives.

DARTH SIDIOUS: Good. Good.

The DROID moves back to the table where DARTH VADER lies. The table begins to move upright. DARTH SIDIOUS moves in next to DARTH VADER.

DARTH SIDIOUS: (continuing) Lord Vader, can you hear me?

DARTH VADER, with his dark mask and helmet, moves up into the frame until he is in a CLOSEUP.

DARTH VADER: Yes, My Master.

DARTH VADER looks around the room.

DARTH VADER: (continuing) Where is Padme? Is she safe, is she all right?

DARTH SIDIOUS moves closer to the half droid/half man.

DARTH SIDIOUS: I'm afraid she died. ... it seems in your anger, you killed her.

A LOW GROAN emanates from Vader's mask. Suddenly everything in the room begins to implode, including some of the DROIDS.

DARTH VADER: I couldn't have! She was alive! I felt her! She was alive! It's impossible! No!!!

VADER SCREAMS, breaks his bonds to the table, and steps forward, waving his hands, causing objects to fly around the room. SIDIOUS deflects the objects, but some of the DROIDS aren't so lucky. VADER'S PAINFUL SCREAMS echo throughout the Center.

232 EXT. NABOO-ALDERAAN STARCRUISER

BAIL ORGANA's Starcruiser approaches the city of Theed.

233 INT. ALDERAAN CRUISER-CONFERENCE ROOM

BAIL ORGANA, YODA, and OBI-WAN sit around a conference table.

YODA: Pregnant, she must still appear. Hidden, safe, the children must be kept.

OBI-WAN: We must take them somewhere the Sith will not sense their presence.

YODA: Split up, they should be.

BAIL ORGANA: My wife and I will take the girl. We've always talked of adopting a baby girl. She will be loved with us.

OBI-WAN: And what of the boy?

YODA: To Tatooine. To his family, send him.

OBI-WAN: I will take the child and watch over him. Master Yoda, do you think Anakin's twins will be able to defeat Darth Sidious?

YODA: Strong the Force runs, in the Skywalker line. Hope, we can . . . Done, it is. Until the time is right, disappear we will.

BAIL leaves the conference room. YODA stops OBI-WAN.

YODA: (continuing) Master Kenobi, wait a moment. In your solitude on Tatooine, training I have for you.

OBI-WAN: Training??

YODA: An old friend has learned the path to immortality.

OBI-WAN: Who?

YODA: One who has returned from the netherworld of the Force to train me . . . your old Master, Qui-Gon Jinn.

OBI-WAN: Qui-Gon? But, how could he accomplish this?

YODA: The secret of the Ancient Order of the Whills, he studied. How to commune with him. I will teach you.

OBI-WAN: I will be able to talk with him?

YODA: How to join the Force, he will train you. Your consciousness you will retain, when one with the Force. Even your physical self, perhaps.

234 INT. ALDERAAN STARCRUISER-HALLWAY- SPACE

BAIL ORGANA, followed by ARTOO and THREEPIO, approaches CAPTAIN ANTILLES and TWO CREW MEMBERS.

BAIL ORGANA: Captain Antilles.

CAPTAIN ANTILLES: Yes, Your Highness.

BAIL ORGANA: I'm placing these droids in your care. Treat them well. Clean them up. Have the Protocol Droid's mind wiped.

C-3PO: Oh, no.

235 EXT. NABOO-MAIN SQUARE-DAWN

SIO BIBBLE walks with other MOURNERS.

LARGE CROWDS line the street as a flowered, covered coffin is drawn by SIX BEAUTIFUL WHITE BEASTS. SOLDIERS AND FAMILY

ATO DIGNITARIES follow the casket.

PADME's hand clutches the japor snippet.

236 EXT. DAGOBAH-DAY

A small escape pod hurls toward the swamp planet and disappears in the mist. The pod has landed, and YODA descends the ramp, surveying the unfamiliar terrain.

237 EXT. IMPERIAL STAR DESTROYER-SPACE

A Star Destroyer is surrounded by ATTACK CRUISERS. On the bridge of the Star Destroyer stands the EMPEROR and GOVERNOR

TARKIN.

DARTH VADER walks along the bridge to join the EMPEROR and GOVERNOR TARKIN. The camera PANS to reveal the huge frame

structure which is the beginning of the DEATH STAR.

238 EXT. ALDERAAN-STARCRUISER-SPACE

The ship approaches the surface of Alderaan.

239 EXT. ALDERAAN-LATE AFTERNOON

The QUEEN OF ALDERAAN sits on a balcony looking out over the awesome mountains of Alderaan. BAIL ORGANA brings a small baby to her. She takes her and rocks her.

240 EXT. TATOOINE-SUNSET

OBI-WAN rides up to the moisture farm homestead on an EOPIE. He dismounts, takes the BABY out of a papoose on his back, and walks toward AUNT BERU, who walks over to greet him. They talk for a moment, and OBI-WAN turns the baby over to the young homesteader. AUNT BERU walks to UNCLE OWEN who is standing on the ridge near the homestead. OBI-WAN leaves as OWEN, BERU, and the BABY watch the twin suns set