Star Wars: Episode I - The Phantom Menace (1999)
by George Lucas.
More info about this movie on imdb.com

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

A vast sea of stars serves as the backdrop for the MAIN TITLE, 
followed by a ROLL UP, which crawls up into infinity.

"EPISODE 1 THE PHANTOM MENACE"

"Turmoil has engulfed the Galactic Republic. The taxation of 
trade routes to outlaying star systems is in dispute.  Hoping 
to resolve the matter with a blockade of deadly battleships, 
the greedy Trade Federation has stopped all shipping to the 
small planet of Naboo.

While the congress of the Republic endlessly debates this 
alarming chain of events, the Supreme Chancellor has secretly 
dispatched two Jedi Knights, the guardians of peace and 
justice in the galaxy, to settle the conflict....."

PAN DOWN to reveal a small space cruiser heading TOWARD CAMERA 
at great speed. PAN with the cruiser as it heads towardthe 
beautiful green planet of Naboo, which is surrounded by 
hundreds of Trade Federation battleships.

INT. REPUBLIC CRUISER - COCKPIT

In the cockpit of the cruise, the CAPTAIN and PILOT maneuver 
closer to one of the battleships.

                   QUI-GON (O.S.)
       Captain.

The Captain turns to an unseen figure sitting behind her.

                   CAPTAIN
       Yes, sir?

                   QUI-GON (O.S.)
       Tell them we wish to board at once.

                   CAPTAIN
       Yes, sir.

The CAPTAIN looks to her view screen, where NUTE GUNRAY, a 
Neimoidian trade viceroy, waits for a reply.

                   CAPTAIN
       With all due respect for the Trade 
       Federation, the Ambassadors for the 
       Supreme Chancellor wish to board 
       immediately.

                   NUTE
       Yes, yes, of coarse...ahhh...as you 
       know, our blockade is perfectly legal, 
       and we'd be happy to recieve the 
       Ambassador...Happy to.

The screen goes black. Out the cockpit window, the sinister 
battleship looms ever closer.

EXT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE (FX)

The small space cruiser docks in the enormous main bay of 
the Federation battleship.

INT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE

A PROTOCOL DROID, TC-14, waits at the door to the docking 
bay. Two WORKER DROIDS, PK-4 and EG-9 watch.

                   PK-4
       They must be important if the Viceroy 
       sent one of those useless protocol 
       gearheads to greet them.

The door opens, and the Republic cruiser can be seen in the 
docking bay.  Two darkly robed figures are greeted by TC-14.

                   TC-14
       I'm TC-14 at your service. This way, 
       please.

They move off down the hallway.

                   EG-9
       A Republic cruiser! That's 
       trouble...don't you think?

                   PK-4
       I'm not made to think.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

A door slides open, and the two cloaked shapes are led PAST 
CAMERA into the formal conference room by TC-14.

                   TC-14
       I hope you honoured sirs with the 
       most comfortable here. My master 
       will be with you shortly.

The droid bows before OBI-WAN KENOBI and QUI- GON JINN. He 
backs out the door and it closes. The JEDI lower their hoods 
and look out a large window at the lush green planet of Naboo. 
QUI-GON sixty years old, has long white hair in a ponytail. 
He is tall and striking, with blue eyes. OBI-WAN is twenty 
five, with very short brown hair, pale skin, and blue eyes. 
Several exotic, bird-like creatures SING in a cage near the 
door.

                   OBI-WAN
       I have a bad feeling about this.

                   QUI-GON
       I don't sense anything.

                   OBI-WAN
       It's not about the mission, Master, 
       it's somethging...elsewhere...elusive.

                   QUI-GON
       Don't center on your anxiety, Obi-
       Wan. Keep your concentration here 
       and now where it belongs.

                   OBI-WAN
       Master Yoda says I should be mindful 
       of the future...

                   QUI-GON
       ...but not at the expense of the 
       moment. Be mindful of the living 
       Force, my young Padawan.

                   OBI-WAN
       Yes, Master...how do you think the 
       trade viceroy will deal with the 
       chancellor's demands?

                   QUI-GON
       These Federation types are cowards. 
       The negotiations will be short.



INT. FEDERATION BATTLESHIP - BRIDGE

NUTE GUNRAY and DAULTRAY DOFINE stand, stunned, before TC-
14.

                   NUTE
            (shaken)
       What?!? What did you say?

                   TC-14
       The Ambassadors are Jedi Knights, I 
       believe.

                   DOFINE
       I knew it! They were sent to force a 
       settlement, eh. Blind me, we're done 
       for!

                   NUTE
       Stay calm?  I'll wager the Senate 
       isn't aware of the Supreme 
       Chancellor's moves here. Go. Distract 
       them until I can contact Lord Sidious.

                   DOFINE
       Are you brain dead? I'm not going in 
       there with two Jedi! Send the droid.

Dofine turns to TC-14, who lets out a squeaky sigh.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

                   OBI-WAN
       Is it their nature to make us wait 
       this long?

The door to the conference room slides open, and TC-14 enters 
with a tray of drinks and food.

                   QUI-GON
       No. I sense an unusual amount of 
       fear for something as trivial as 
       this dispute.

Obi-Wan takes a drink.

INT. FEDERATION BATTLESHIP - BRIDGE

Nute, Dofine, and Rune Haako are before the hologram of Darth 
Sidious, a robed figure whose face is obscured by a hood.

                   DOFINE
       This scheme of yours has failed, 
       Lord Sidious. The blockade is 
       finished! We dare not go against 
       these Jedi.

                   DARTH SIDIOUS
       You seem more worried about the Jedi 
       than you are of me, Dofine. I am 
       amused.. Viceroy!

Nute, looking very nervous, steps forward.

                   NUTE
       Yes, My lord.

                   DARTH SIDIOUS
       I don't want that stunted slime in 
       my sight again. Do you understand?

                   NUTE
       Yes, My Lord.

Nute gives Dofine a fierce look, and Dofine, terrified, rushed 
off the bridge.

                   DARTH SIDIOUS
       This turns of events is unfortunate. 
       We must accelerate our plans, Viceroy. 
       Begin landing your troops.

                   NUTE
       Ahh, My Lord, is that, Legal?

                   DARTH SIDIOUS
       I will make it legal.

                   NUTE
       And, the Jedi??

                   DARTH SIDIOUS
       The Chancellor should never have 
       brought them into this. Kill them, 
       immediatly.

                   NUTE
       Ye..Yes, My Lord. As you wish.

INT. REPUBLIC CRUISER - COCKPIT - DOCKING BAY

In the Cockpit of the Cruiser, the Captain and Pilot look up 
and see a gun turret swing around and point directly at them.

                   PILOT
       Captain !? Look !!

                   CAPTAIN
       No! Warn...

EXT. FEDERATION BATTLESHIP - HANGER BAY

The battle gun fires. The Republic Cruiser explodes.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

Gui-Gon and Obi-Wan leap up to a standing position with their 
light sabers drawn. TC-14 jumps back, startled, spilling the 
drinks tray.

                   TC-14
       Ahhh, Sorry, sir. The Viceroy... 

Gui-Gon and Obi-Wan turn off their swords and listen intently. 
A faint hissing sound can be heard.

                   GUI-GON
       Gas!

Qui-Gon and Obi-Wan each taken a sudden deep breath and 
holding it.  The exotic bird-like creatures in the cage dorp 
dead.

INT. FEDERATION BATTLESHIP - HALLWAY

A hologram of NUTE , surrounded by BATTLE DROIDS, appears in 
the conference room hallway.

                   NUTE
       They must be dead by now. Blast, 
       what's left of them.

The hologram fades off, as a BATTLE DROID, OWO-1, cautiously 
opens the door. A deadly green cloud billows from the room.  
BATTLE DROIDS cock their weapons as a figure stumbles out of 
the smoke. It is TC-14 , carrying the tray of drinks.

                   TC-14
       Oh, excuse me, so sorry.

The PROTOCOL DROID passes the armed camp just as two flashing 
laser swords fly out of the deadly fog, cutting down several 
BATTLE DROIDS before they can fire.

INT. FEDERATION BATTLESHIP - BRIDGE

The bridge is a cocophony of alarms. NUTE and RUNE watch OWO-
1 on the viewscreen.

                   OWO-1
       Not sure exactly what...

OWO-1 is suddenly cut in half in mid-sentence. RUNE gives 
NUTE a worried look.

                   NUTE
       What in blazes is going on down there?

                   RUNE
       Have you ever encountered a Jedi 
       Knight before, sir?

                   NUTE
       Well, not exactly, but I don't...
            (panicked)
       Seal off the bridge.

                   RUNE
       That won't be enough, sir.

The doors to the bridge SLAM shut.

                   NUTE
       I want destroyer droids up here at 
       once!!!

                   RUNE
       We will not survive this.

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

QUI-GON cuts several BATTLE DROIDS in half, creating a shower 
of sparks and metal parts. OBI-WAN raises his hand, sending 
several BATTLE DROIDS crashing into the wall.

QUI-GON makes his way to the bridge door and begins to cut 
through it.

INT. FEDERATION BATTLESHIP - BRIDGE

The CREW is very nervous as sparks start flying around the 
bridge door.

QUI-GON and OBI-WAN are on the view screen.

                   NUTE
       Close the blast doors!!!

The huge, very thick blast door slams shut, followed by a 
second door, then a third. There is a hissing sound as the 
huge doors seal shut. QUI-GON tabs the door with his sword. 
The screen goes black as a red spot appears in the center of 
the blast door.

                   RUNE
       ...They're still coming through!

On the door, chunks of molten metal begin to drop away.

                   NUTE
       Impossible!! This is impossible!!

                   RUNE
       Where are those destroyer droids?!

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

Ten ugly destroyer WHEEL DROIDS roll down the hallway at 
full speed. Just before they get to the bridge area, they 
stop and transform into their battle configuration. QUI-GON 
can't see them but senses their presence.

                   QUI-GON
       Destroyer droids!  

                   OBI-WAN
       Offhand, I'd say this mission is 
       past the negotiaion stage.

The WHEEL DROIDS, led by P-59, rush the entry area from three 
hallways, blasting away with their laser guns. They stop 
firing and stand in a semi-circle as the smoke clears. OBI-
WAN and QUI-GON are nowhere to be seen.

                   P-59
       Switch to bio...There they are!

The Jedi materialize at the far end of the hallway and dash 
through the doorway that slams shut. The WHEEL DROIDS blast 
away at the two JEDI with their laser swords.

                   OBI-WAN
       They have shield generators!

                   QUI-GON
       It's a standoff! Let's go!

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand on the bridge, watching the view screen 
as the WHEEL

DROIDS' POV speeds to the doorway.

                   RUNE
       We have them on the run, sir...they're 
       no match for destroyer droids.

                   TEY HOW
       Sir, they've gone up the ventilation 
       shaft.

INT. FEDERATION BATTLESHIP - MAIN BAY

QUI-GON and OBI-WAN appear at a large vent in a giant hanger 
bay. They are careful not to be seen. Thousands of BATTLE 
DROIDS are loading onto landing craft.

                   QUI-GON
       Battle droids.

                   OBI-WAN
       It's an invisible army.

                   QUI-GON
       It's an odd play for the Trade 
       Federation. We've got to warn the 
       Naboo and contact Chancellor Valorum. 
       Let's split up. Stow aboard separate 
       ships and meet down on the planet.

                   OBI-WAN
       You were right about one thing, 
       Master. The negotiations were short.

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW recieves a transmission.

                   TEY HOW
       Sir, a transmission from the planet.

                   RUNE
       It's Queen Amidala herself.

                   NUTE
       At last we're getting results.

On the view screen, QUEEN AMIDALA appears in her throne room. 
Wearing her elaborate headdress and robes, she sits, 
surrounded by the GOVERNING COUNCIL and FOUR HANDMAIDENS, 
EIRTAE, YANE, RABE, and SACHE.

                   NUTE
       Again you come before me, Your 
       highness. The Federation is
       pleased.

                   AMIDALA
       You will not be pleased when you 
       hear what I have to say, 
       Viceroy...Your trade boycott of our 
       planet has ended.

NUTE smirks at RUNE.

                   NUTE
       I was not aware of such a failure.  

                   AMIDALA
       I have word that the Senate is finally 
       voting on this blockade of yours.

                   NUTE
       I take it you know the outcome. I 
       wonder why they bother to vote.

                   AMIDALA
       Enough of this pretense, Viceroy! 
       I'm aware the Chancellor's Ambassadors 
       are with you now, and that you have 
       beencommanded to reach a settlement.

                   NUTE
       I know nothing about any 
       Ambassadors...you must be mistaken.

AMIDALA, surprised at his reaction, studies him carefully.

                   AMIDALA
       Beware, Viceroy....the Federation is 
       going too far this time.

                   NUTE
       Your Highness, we would never do 
       anything without the approval of the 
       Senate. You assume too much.

                   AMIDALA
       We will see.

The QUEEN fades off, and the view screen goes black.

                   RUNE
       She's right, the Senate will never....

                   NUTE
       It's too late now.

                   RUNE
       Do you think she suspects an attack?

                   NUTE
       I don't know, but we must move quickly 
       to disrupt all communications down 
       there.

INT. NABOO PALACE - THRONE ROOM

The QUEEN, EIRTAE, SACHE and her Governor, SIO BIBBLE, stand 
before a hologram of SENATOR PALPATINE, a thin, kindly man.

                   PALPATINE
       ...How could that be true? I have 
       assurances from the Chancellor...his 
       Ambassaodrs did arrive. It must be 
       the...get...negotiate...

The hologram of PALPATIONE sputters and fades away.

                   AMIDALA
       Senator Palpatine?!?
            (turns to Panaka)
       What's happening?

Capt. Panaka turns to his SARGEANT. 

                   CAPT. PANAKA
       Check the transmission generators...

                   BIBBLE
       A malfunction?

                   CAPT. PANAKA
       It could be the Federation jamming 
       us. Your Highness.

                   BIBBLE
       A communications disruption can only 
       mean one thing. Invasion.

                   AMIDALA
       Don't jump to conclusions, Governor. 
       The Federation would not dare go 
       that far.

                   CAPT. PANAKA
       The Senate would revoke their trade 
       franchise, and they'd be finished.

                   AMIDALA
       We must continue to rely on 
       negotiation.

                   BIBBLE
       Negotiation? We've lost all 
       communications!...and where atre the 
       Chancellors Ambassadors? How can we 
       negotiate? We must prepare to defend 
       ourselves.

                   CAPT. PANAKA
       This is a dangerous situation, Your 
       Highness.  Our security volunteers 
       will be no match against a battle-
       hardened Federation army.

                   AMIDALA
       I will not condone a course of action 
       that will lead us to war.

EXT. SPACE LANDING CRAFT - TWILIGHT (FX)

Six landing craft fly in formation toward the surface of the 
planet Naboo.

EXT. NABOO SWAMP - SHALLOW LAKE - TWILIGHT

Three landing craft slowly descend through the cloud cover 
of the perpetually gray twilight side of the planet. One by 
one, the Federation warships land in the eerie swamp.  OBI-
WAN's head emerges from the mud of a shallow lake. For in 
the background, the activities of the invasion force can be 
seen in the mist.

OBI-WAN takes several deep breaths, then dissapears again 
under the muddy swamp. Troop Transports (MTT's) emerge from 
the landing craft.

EXT. NABOO EDGE OF SWAMP / GRASS PLAINS - TWILIGHT (FX)

The droid invasion force moves out of the swamp and onto a 
grassy plain.

OOM-9, in his tank, looks out over the vast ARMY marching 
across the rolling hills. A small hologram of RUNE and NUTE 
stands on the tank.

                   RUNE
       ...and there is no trace of the Jedi. 
       They may have gotton onto one of 
       your landing craft.

                   OOM-9
       If they are down here, sir, we'll 
       find them.  We are moving out of the 
       swamp and are marching on the cities. 
       We are meeting no resistance.

                   NUTE
       Excellent.

EXT. NABOO SWAMP - TWILIGHT

QUI-GON runs through the strange landscape, glancing back to 
see the monstrous troop transports, emerging from the mist. 
Animals begin to run past him in a panic.

An odd, frog-like Gungan, JAR JAR INKS, squats holding a 
clam he has retrieved from the murky swamp.  The shell pops 
open. JAR JAR's greta tongue snaps out and grabs the clam, 
swallowing it in one gulp.

JAR JAR looks up and sees QUI-GON and the other creatures 
running like the wind toward him. One of the huge MTT's bears 
down on the JEDI like a charging locomotive. JAR JAR stands 
transfixed, still holding the clam shell in one hand.

                   JAR JAR
       Oh, noooooooooo!

JAR JAR drops the shell and grabs onto QUI-GON as he passes. 
The JEDI is caught by surprise.

                   JAR JAR
       Hey, help me! Help me!!

                   QUI-GON
       Let go!

The machine is about tp crush them as QUI-GON drags JAR JAR 
behind him.  Just as the transport is about to hit them, QUI-
GON drops, and JAR JAR goes splat into the mud with him. The 
transport races overhead.

QUI-GON and JAR JAR pull themselves out of the mud. They 
stand watching the war machine dissapear into the mist. JAR 
JAR grabs QUI-GON and hugs him.

                   JAR JAR
       Oyi, mooie-mooie! I luv yous!

The frog-like creature kisses the JEDI.

                   QUI-GON
       Are you brainless? You almost got us 
       killed!

                   JAR JAR
       I spake.

                   QUI-GON
       The ability to speak does not make 
       you intelligent. Now get outta here!

QUI-GON starts to move off, and JAR JAR follows.

                   JAR JAR
       No...no! Mesa stay...Mesa yous humble 
       servaunt.

                   QUI-GON
       That wont be necessary.

                   JAR JAR
       Oh boot tis! Tis demunded byda guds. 
       Tis a live debett, tis. Mesa culled 
       Jaja Binkss.

In the distance, two STAPS burst out of the mist at high 
speed, chasing OBI-WAN.

                   QUI-GON
       I have no time for this now...

                   JAR JAR
       Say what?

The two STAPS barrell down on OBI-WAN.

                   JAR JAR
       Oh, nooooo! Weesa ganna....

QUI-GON throws JAR JAR into the mud.

                   QUI-GON
       Stay down!

His head pops up.

                   JAR JAR
       ...dieeee!

The two troops fire laser bolts at OBI-WAN. QUI-GON deflects 
the bolts back, and the STAPS blow up. One-two. OBI-WAN is 
exhausted and tries to catch his breath.

                   OBI-WAN
       Sorry, Master, the water fried my 
       weapon.

OBI-WAN pulls out his burnt laser sword handle. QUI-GON 
inspects it, as JAR JAR pulls himself out of the mud.

                   QUI-GON
       You forgot to turn your power off 
       again, didn't you?

OBI-WAN nods sheeplishly.

                   QUI-GON
       It won't take long to recharge, but 
       this is a lesson I hope you've 
       learned, my young Padawan.

                   OBI-WAN
       Yes, Master.

                   JAR JAR
       Yousa sav-ed my again, hey?

                   OBI-WAN
       What's this?

                   QUI-GON
       A local. Let's go, before more of 
       those droids show up.

                   JAR JAR
       Mure? Mure did you spake??!?

OBI-WAN and QUI-GON start to run. JAR JAR tries to keep up.

                   JAR JAR
       Ex-squeeze me, but da moto grande 
       safe place would be Otoh Gunga. Tis 
       where I grew up...Tis safe city.

They all stop.

                   QUI-GON
       A city! 
            (JAR JAR nods his 
            head)
       Can you take us there?  

                   JAR JAR
       Ahhh, will...on second taut...no, 
       not willy.

                   QUI-GON
       No??!

                   JAR JAR
       Iss embarrissing, boot... My afrai 
       my've bean banished. My forgoten der 
       Bosses would do terrible tings to 
       my. Terrible tings if my goen back 
       dare.

A PULSATING SOUND is heard in the distance.

                   QUI-GON
       You hear that?

JAR JAR shakes his head yes.

                   QUI-GON
       That's the sound of a thousand 
       terrible things heading this way...

                   OBI-WAN
       When they find us, they will crush 
       us, grind us into little pieces, 
       then blast us into oblivion!

                   JAR JAR
       Oh! Yousa point is well seen. Dis 
       way! Hurry!

JAR JAR turns and runs into the swamp.

EXT. NABOO SWAMP LAKE - TWILIGHT

QUI-GON, OBI-WAN and JAR JAR run into a murky lake and stop 
as JAR JAR tries to catch his breath.  The TRANSPORTS ARE 
HEARD in the distance.

                   QUI-GON
       Much farther?

                   JAR JAR
       Wesa goen underwater, okeyday?

QUI-GON and OBI-WAN pull out small capsule from their utility 
belts that turn into breathing masks.

                   JAR JAR
       My warning yous. Gungans no liken 
       outlaunders. Don't expict a wern 
       welcome.

                   OBI-WAN
       Don't worry, this has not been our 
       day for warm welcomes.

JAR JAR jumps, does a double somersault with a twist, and 
dives into the water.

Breath masks on, QUI-GON and OBI-WAN wade in after him.

EXT. NABOO LAKE - UNDERWATER

QUI-GON and OBI-WAN swim behind JAR JAR, who is very much at 
home in the water. Down they swim into murky depths. In the 
distance the glow of Otoh Gunga, an underwater city made up 
of large bubbles, becomes more distinct.

They approach the strange, art nouveau habitat. JAR JAR swims 
magically through one of the bubble membranes, which seals 
behind him. OBI-WAN and QUI-GON follow.

INT. OTOH GUNGA - CITY SQUARE

GUNGANS in the square scatter when they see the strange JEDI. 
Four GUARDS armed with long electro-poles ride two-legged 
KAADUS into the square. The GUARDS, led by CAPTAIN TARPALS, 
point their lethal poles at the dripping trio.

                   JAR JAR
       Heyo-dalee, Cap'n Tarpals, Mesa back!

                   CAPT. TARPALS
       Noah gain, Jar Jar. Yousa goen tada 
       Bosses. Yousa in big dudu this time.

CAPT. TARPALS gives JAR JAR a slight zap with his power pole. 
JAR JAR jumps and moves off, followed by the two JEDI.

                   JAR JAR
       How wude.

INT. OTOH GUNGA - HIGH TOWER BOARD ROOM

The Bosses' Board Room has bubble walls, with small lighted 
fish swimming around outside like moving stars.  A long 
circular judge's bench filled with GUNGAN OFFICIALS dominates 
the room. OBI-WAN and QUI-GON stand facing BOSS NASS, who 
sits on a bench higher than the others.

                   BOSS NASS
       Yousa cannot bees hair. Dis army of 
       mackineeks up dare tis new weesong!

                   QUI-GON
       That droid army is about to attack 
       the Naboo. We must warn them.

                   BOSS NASS
       Wesa no like da Naboo! Un dey no 
       like uss-ens. Da Naboo tink day so 
       smarty den us-ens. Day tink day brains 
       so big.

                   OBI-WAN
       After those droids take control of 
       the surface, they will come here and 
       take control of you.

                   BOSS NASS
       No, mesa no tink so. Mesa scant talkie 
       witda Naboo, and no nutten talkie it 
       outlaunders. Dos mackineeks no comen 
       here! Dey not know of uss-en.

                   OBI-WAN
       You and the Naboo form a symbiont 
       circle.  What happens to noe of you 
       will affect the other. You must 
       understand this.

                   BOSS NASS
       Wesa wish no nutten in yousa tings, 
       outlaunder, and wesa no care-n about 
       da Naboo.

                   QUI-GON
            (waves his hand)
       Then speed us on our way.

                   BOSS NASS
       Wesa gonna speed yousaway.

                   QUI-GON
       We need a transport.

                   BOSS NASS
       Wesa give yousa una bongo. Da speedest 
       way tooda Naboo tis goen through da 
       core. Now go.

                   QUI-GON
       Thank you for your help. We go in 
       peace.

QUI-GON and OBI-WAN turn to leave.

                   OBI-WAN
       Master, whats a bongo?

                   QUI-GON
       A transport, I hope.

The JEDI notice JAR JAR in chains to one side, waiting to 
hear his verdict.

QUI-GON stops. JAR JAR gives him a forlorn look.

                   JAR JAR
       Daza setten yous up. Goen through da 
       planet core is bad bombin!!

                   QUI-GON
       Thank you, my friend.

                   JAR JAR
       Ahhh...any hep hair would be hot.

JAR JAR's soulful look is counterpointed by a sheepish grin.

                   OBI-WAN
       We are short of time, Master.

                   QUI-GON
       We'll need a navigator to get us 
       through the planet's core. This Gungan 
       my be of help.

QUI-GON walks bact to BOSS NASS.

                   QUI-GON
       What is to become of Jar Jar Binks 
       here?  

                   BOSS NASS
       Binkss brokeen the nocombackie law.  
       Hisen to be pune-ished.

                   QUI-GON
       He has been a great help to us. I 
       hope the punishment will not be too 
       severe.

                   BOSS NASS
       Pounded unto death.

                   JAR JAR
            (grimacing)
       Oooooh...Ouch!

OBI-WAN looks concerned. QUI-GON is thinking.

                   QUI-GON
       We need a navigator to get us through 
       the planet's core. I have saved Jar 
       Jar Binks' life. He owes me what you 
       call a "life debt."

                   BOSS NASS
       Binks. Yousa havena liveplay with 
       thisen hisen?

JAR JAR nods and joins the JEDI. QUI-GON waves his hand.

                   QUI-GON
       Your gods demand that his life belongs 
       to me now.

                   BOSS NASS
       Hisen live tis yos, outlauder. Begone 
       wit him.

                   JAR JAR
       Count mesa outta dis! Better dead 
       here, den deader in da core...Yee 
       guds, whata mesa sayin?!

EXT. NABOO CITY - UNDERWATER - SUB (FX)

A strange little submarine propels itself away from the Otoh 
Gunga, leaving the glow of the settlement in the distance.

INT. SUB COCKPIT - UNDERWATER

OBI-WAN in the co-pilots seat, JAR JAR guides the craft.

                   JAR JAR
       Dis is nusen.

                   OBI-WAN
       Master, why do you keep dragging 
       these pathetic life forms along with 
       us?...Here, take over.

                   JAR JAR
       Hey, ho? Where wesa goen??

                   QUI-GON
       You're the navigator.

                   JAR JAR
       Yo dreamen mesa hopen... 

                   QUI-GON
       Just relax, the Force will guide 
       us...

                   JAR JAR
       Ooooh, maxibig..."da Force"...Wellen, 
       dat smells stinkowiff.

JAR JAR veers the craft to the left and turns the lights on. 
The coral vistas are grand, fantastic, and wonderous.

                   OBI-WAN
       Why were you banished, Jar Jar?

                   JAR JAR
       Tis a long tale, buta small part 
       wawdabe mesa... ooooh... aaaa... 
       clumsy.

                   OBI-WAN
       They banished you because you're 
       clumsy?

As the little sub glides into the planet core, a large dark 
shape begins to follow.

                   JAR JAR
       Mesa cause-ed mabee one or duey lettal 
       bitty axadentes...yud-say boom da 
       gasser, un crash Der Bosses 
       heyblibber...den banished.

Suddenly there is a loud CRASH, and the little craft lurches 
to one side.

QUI-GON looks around and sees a huge, lumimnous OPEE SEA 
KILLER has hooked them with its long gooey tongue.

                   QUI-GON
       Full speed ahead.

Instead of full ahead, JAR JAR jams the controls into reverse. 
The sub flies into the mouth of the creature.

                   JAR JAR
       Oooops.  

                   OBI-WAN
       Give me the controls.

OBI-WAN takes over the controls and the OPEE SEA KILLER 
instantly releases the sub from its mouth.

                   JAR JAR
       Wesa free!

As the sub zooms away they see a larger set of jaws, munching 
on the hapless KILLER. The jaws belong to the incredible 
SANDO AQUA MONSTER. The lights on the tiny sub begin to 
flicker as they cruise deeper into the gloom.

                   QUI-GON
       There's always a bigger fish.

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

                   NUTE
       The invasion is on schedule, My Lord.

                   DARTH SIDIOUS
       Good. I have the Senate bogged down 
       in procedures. By the time this 
       incident comes up for a vote, they 
       will have no choice but to accept 
       your control of the system.

                   NUTE
       The Queen has great faith the Senate 
       will side with her.

                   DARTH SIDIOUS
       Queen Amidala is yound and naive. 
       You will find controlling her will 
       not be difficult. You have done well, 
       Viceroy.

                   NUTE
       Thank you, My Lord.

DARTH SIDIOUS fades away.

                   RUNE
       You didn't tell him about the missing 
       Jedi?

                   NUTE
       No need to report that to him, until 
       we have something to report.

INT. SUB COCKPIT - UNDERWATER

Sparks are flying, and water is leaking into the cabin. The 
sound of the power drive drops.

                   OBI-WAN
       ...we're losing power.

OBI-WAN is working with the sparking wires. JAR JAR panics.

                   QUI-GON
       Stay calm. We're not in trouble yet.

                   JAR JAR
       What yet? Monstairs out dare! Leak'n 
       in here, all'n sink'n, and nooooo 
       power! You nutsen! WHEN YOUSA TINK 
       WESA IN TROUBLE?!!!?

                   OBI-WAN
       Power's back.

The lights flicker on, revealing an ugly COLO CLAW FISH right 
in front of them.

                   JAR JAR
       Monstairs back!

The large COLO CLAW FISH is surprised and rears back. The 
sub turns around and speeds away.

                   JAR JAR
       Wesa in trouble now??

                   QUI-GON
       Relax.

QUI-GON puts his hand on JAR JAR's shoulder. JAR JAR relaxes 
into a coma.

                   OBI-WAN
       You overdid it.

The COLO CLAW FISH leaps after the fleeing sub as it shoots 
out of the tunnel and into the waiting jaws of the SANDO 
AQUA MONSTER.

                   OBI-WAN
       This is not good!

JAR JAR regains consciousness.  

                   JAR JAR
       Wesa dead yet?? Oie Boie!

JAR JAR's eyes bulge, and he faints again. The sub narrowly 
avoids the deadly teeth of the AQUA MONSTER. The COLO CLAW 
FISH chasing them isn't so lucky. It is munched in half by 
the larger predator. The little sub slips away.

                   QUI-GON
       Head for that outcropping.

EXT. THEED - MAIN ROAD INTO THEED - DAY (FX)

The long columns of the DROID ARMY move down the main road 
leading to Theed, the Naboo capital.

EXT. THEED PLAZA - DAY (FX)

As the QUEEN watches helplessly from a window in the palace, 
a transport carrying NUTE and RUNE lands in Theed Plaza. 
They exit the transport.

                   NUTE
       Ah, victory!

INT. NABOO LAKE - UNDERWATER - SUB (FX)

The little sub continue to propel itself toward the surface, 
which is brightly lit.

                   JAR JAR
       Wesa dude it!

EXT. THEED - ESTUARY - DAY

Paradise. Billowing clouds frame a romantic body of water. 
There is a LOUD RUSH OF BUBBLES, and a small sub bobs to the 
surface.

The current in the estuary begins to pull the sub backward 
into a fast moving river. OBI-WAN switches off the two 
remaining bubble canopies.

QUI-GON stands up to look around. JAR JAR lets out a sigh of 
relief.

                   JAR JAR
       Wesa safe now.

                   QUI-GON
       Get this thing started.

                   JAR JAR
       Dissen berry good. Hey?

                   OBI-WAN
       What is it?

JAR JAR looks back to where they're drifting. He sees they 
are headed for a huge waterfall.

                   JAR JAR
       What!!?? Oie boie!

OBI-WAN tries to start the engine. The long props behind the 
sub slowly begin to rotate. OBI-WAN struggles until finally, 
a few feet short of the waterfall, the sub starts and is 
able to generate enough power to stop drifting backward in 
the powerful current. The sub slowly moves forward. In the 
background, QUI-GON takes a cable out of his belt. The engine 
coughs and dies. They start drifting backward again. JAR JAR 
panics.

                   JAR JAR
       Iyiiyi, wesa die'n here, hey!

QUI-GON shoots the thin cable, and it wraps itself around a 
railing on the shore. The sub pulls the cable taut, and the 
little craft hangs precariously over the edge of the 
waterfall.

                   QUI-GON
       Come on...

OBI-WAN climbs out of the sub and pulls himself along the 
cable. QUI-GON starts in after him.

                   QUI-GON
       Come on, Jar Jar.  

                   JAR JAR
       No! Too scary!

                   OBI-WAN
       Get up here!

                   JAR JAR
       No a mighty no!

JAR JAR looks back and sees he is hanging over the waterfall.

                   JAR JAR
       Oie boie...mesa comen. Mesa comen!

JAR JAR starts to climb out of the sub. OBI-WAN is on shore 
and helps to pull QUI-GON out of the water.

                   OBI-WAN
       That was close.

                   BATTLE DROID 3B3 (O.S.)
       Drop your weapons!

The TWO JEDI turn around to see a BATTLE DROID standing in 
front of them.

                   BATTLE DROID 3B3

                   JAR JAR
       Whoa!!!

EXT. THEED - PALACE - DAY

The waterfalls of Theed sparkle in the noonday sun.

INT. THEED - PALACE THRONE ROOM - DAY

QUEEN AMIDALA, SIO BIBBLE, and FIVE OF HER HANDMAIDENS 
(EIRTAE, YANE, PADME, RABE, SACHE) are surrounded by TWENTY 
DROIDS. Capt. Panaka and FOUR NABOO GUARDS are also held at 
gunpoint. NUTE and RUNE stand in the middle of the room.

                   BIBBLE
       ...how will you explain this invasion 
       to the Senate?

                   NUTE
       The Naboo and the Federation will 
       forge a treaty that will legitimize 
       our occupation here. I've been assured 
       it will be ratified by the Senate.

                   AMIDALA
       I will not co-operate.

                   NUTE
       Now, now, your Highness. You are not 
       going to like what we have in store 
       for your people. In time, their 
       suffering will persuade you to see 
       our point of view. Commander.
            (OOM-9 steps forward)
       Process them.

                   OOM-9
       Yes, sir! 
            (turns to his sergeant)
       Take them to Camp Four.

The SERGEANT marches the GROUP out of the throne room.

EXT. PALACE - PLAZA - DAY

QUEEN AMIDALA, PADME, EIRTA, YANE, RABE, SACHE, Capt. Panaka, 
SIO BIBBLE,

and FOUR GUARDS are led out of the palace by ten BATTLE 
DROIDS. The plaza is filled with tanks and BATTLE DROIDS, 
which they pass on their way to the detention camp. 
Unbeknownst to them, QUI-GON, OBI-WAN, and JAR JAR sneak 
across on a walkway above the plaza and jump from a balcony 
to begin an attack to rescue the QUEEN.

FOUR BATTLE DROIDS are instantly cut down. MORE DROIDS move 
forward and are also cut down by the JEDIS' flashing 
lightsabres until there is only the DROID SERGEANT left. The 
SERGEANT starts to run but is pulled back to QUI-GON by the 
Force, until finally he is dispatched by the JEDI.

                   JAR JAR
       Yousa guys bombad!

QUEEN AMIDALA and the OTHERS are amazed. JAR JAR is getting 
used to this.  They move between two buildings.

                   QUI-GON
       Your Highness, we are the Ambassadors, 
       for the Supreme Chancellor.

                   BIBBLE
       Your negotiations seem to have failed, 
       Ambassador.

                   QUI-GON
       The negotiations never took place. 
       Your Highness, we must make contact 
       with the republic.

Capt. Panaka steps forward.

                   CAPT. PANAKA
       They've knocked out all our 
       communications.

                   QUI-GON
       Do you have transports?

                   CAPT. PANAKA
       In the main hanger. This way.

THEY disappear down an alleyway as the ALARMS are sounded

INT. CENTRAL HANGER - HALLWAY - DAY

Capt. Panaka cracks open a side door to the central hanger. 
QUI-GON looks in over his shoulder. OBI-WAN, JAR JAR, and 
the rest of the group are behind him. They see several Naboo 
spacecraft guarded by about FIFTY BATTLE DROIDS.  ALARMS can 
be heard in the distance.

                   CAPT. PANAKA
       There are too many of them.

                   QUI-GON
       That won't be a problem. 
            (to Amidala)
       Your Highness, under the 
       circumstances, Isuggest you come to 
       Coruscant with us.

                   AMIDALA
       Thank you, Ambassador, but my place 
       is here with my people.

                   QUI-GON
       They will kill you if you stay.

                   BIBBLE
       They wouldn't dare.

                   CAPT. PANAKA
       They need her to sign a treaty to 
       make this invasion of theirs legal. 
       They can't afford to kill her.

                   QUI-GON
       The situation here is not what it 
       seems. There is something else behind 
       all this, Your Highness. There is no 
       logic in the Federation's move here. 
       My feelings tell me they will destroy 
       you.

                   BIBBLE
       Please, Your Highness, reconsider. 
       Our only hope is for the Senate to 
       side with us... Senator Palpatine 
       will need your help.

                   CAPT. PANAKA
       Getting past their blockade is 
       impossible, Your Highness.
       Any attempt to escape will be 
       dangerous.

                   BIBBLE
       Your Highness, I will stay here and 
       do what I can...They will have to 
       retain the Council of Governors in 
       order to maintain control. But you 
       must leave...

The QUEEN turns to PADME and EIRTAE.

                   AMIDALA
       Either choice presents a great 
       risk...to all of us...  

                   PADME
       We are brave, Your Highness.

                   QUI-GON
       If you are to leave, Your Highness, 
       it must be now.

                   AMIDALA
       Then, I will plead our case before 
       the Senate. 
            (to Bibble)
       Be careful, Governor.

INT. CENTRAL HANGER - DAY

The door opens to the main hanger. QUI-GON, OBI-WAN, JAR 
JAR, Capt. Panaka, TWO GUARDS, and THREE HANDMAIDENS (PADME, 
EIRTAE, RABE), followed by QUEEN AMIDALA, head for a sleek 
chrome spacecraft. SIO BIBBLE, YANE and SACHE stay behind. 
The HANDMAIDENS begin to cry.

                   CAPT. PANAKA
       We need to free those pilots.

Capt. Panaka points to TWENTY GUARDS, GROUND CREW, and PILOTS 
held in a corner by SIX BATTLE DROIDS.

                   OBI-WAN
       I'll take care of that.

OBI-WAN heads toward the group of captured pilots.

QUI-GON and the QUEEN, Capt. Panaka, JAR JAR, and the rest 
Of the GROUP approach the GUARDS at the ramp of the Naboo 
craft.

                   GUARD DROID
       Where are you going?

                   QUI-GON
       I'm Ambassador for the Supreme 
       Chancellor, and I'm taking those 
       people to Coruscant.

                   DROID GUARD
       You're under arrest!

The DROID GUARD draws his weapon, but before any of the DROIDS 
can fire, they are cut down. OTHER GUARDS run to their aid. 
OBI-WAN attacks the GUARDS around the PILOTS. QUI-GON stands, 
fighting off DROIDS as the OTHERS rush on board the 
spacecraft. OBI-WAN, the FREED PILOTS (including RIC OLIE), 
GUARDS and GROUND CREW MEMBERS rush on board the ship.  The 
OTHER PILOTS and GUARDS race to SIO BIBBLR. After everyone 
has made it onto the ship, QUI-GONjumps on board. ALARMS 
sound. MORE DROIDS rush into the hanger and fire as the ship 
takes off.

EXT. THEED - HANGER ENTRY - DAY (FX)

The ship exits the hanger. BATTLE DROIDS standing in the 
hanger shoot at them.

EXT. SPACE (FX)

The sleek spacecraft speeds away from the planet of Naboo 
and heads for the deadly Federation blockade.

INT. NABOO SPACECRAFT - COCKPIT

The PILOT, RIC OLIE, navigates toward the massive battleship, 
QUI-GON and Capt. Panaka watch.

                   RIC OLIE
       ...our communications are still 
       jammed.

INT. NABOO SPACECRAFT - DROID HOLD

JAR JAR is led into a low, cramped doorway by OBI-WAN.

                   OBI-WAN
       Now stay here, and keep out of 
       trouble.

OBI-WAN closes the door. JAR JAR looks around and sees a 
long row of five short, dome-topped ASTRO DROIDS (R-2 units). 
The all look alike, except for thier paint color, and they 
all seem to be shut down.

                   JAR JAR
       Ello, boyos.
            (no response)
       Disa wanna longo trip...hey?

JAR JAR taps a bright red R-2 UNIT on the head, and its head 
pops up a bit.  He lets out a gasp as he lifts the head.

                   JAR JAR
       Tis opens?...Oooops! 

Many springs and things come flying out.

JAR JAR quickly closes it again, very embarrassed.

                   JAR JAR
       Yoi! Just yoken!

EXT. SPACE BATTLE

The Naboo Spacecraft, surrounded by explosions, head even 
closer to the massive Federation battle ships.

INT.NABOO SPACECRAFT - COCKPIT

                   RIC OLIE
       There's the blockade, hang on.

Alarm sounds fill the Cockpit as Obi-Wan enters.

                   RIC OLIE
       The shield generator's been hit. Our 
       deflector shields can't withstand 
       this. Power down... Hopefully the 
       repair droids can fix it.

INT. NABOO SPACECRAFT - DROID HOLD

The lights go on, and all the Droids are activated. Droids 
rush to an exterior air lock, except for the red one, who 
runs into a wall. JAR JAR holds on for dear life.

One Little blue Astro Droid, who is especially dedicated, 
lets out a loud screech as he passes JAR JAR, causing the 
Gungan to jump.

The little Droid enters an air lock and is ejected onto the 
exterior of the ship.

                   CAPT. PANAKA
       Stay on course!

                   QUI-GON
       Do you have a cloaking device?

                   CAPT. PANAKA
       No, this is not a warship, we have 
       no weapons. We're a non- violent 
       people, that is why the Federation 
       was brave enough to attack us.

                   RIC OLIE
       We won't make it. The shields are 
       gone.

EXT. NABOO SPACECRAFT - FEDERATION BATTLESHIP

The Droids pop onto the exterior of the Naboo Spacecraft; 
the ship races across the surface of the massive Federation 
Battleship, as its guns blast two Astro Droids to pieces.

                   OBI-WAN
       We're losing droids fast.

                   CAPT. PANAKA
       If they can't get those shield 
       generators fixed we will be sitting 
       ducks.

                   RIC OLIE
       The shields are gone.

EXT. NABOO SPACECRAFT - ENGINES

The Federation Battleship blows away one more Atro Droid. 
The blue Droid connects some wires, causing sparks to fly.

                   RIC OLIE
       Powers back! That little droid did 
       it. He bypassed the main power drive. 
       Deflector shield up, at maximum.

The lone BLUE DROID finishes his repairs and goes back into 
the ship. The Naboo spacecraft races away from the Federation 
battleship.

                   RIC OLIE
       There's not enough power to get us 
       to Coruscant...the hyperdrive is 
       leaking.

                   QUI-GON
       We'll have to land somewhere to refuel 
       and repair the ship.

QUI-GON studies a star chart on a monitor.

                   OBI-WAN
       Here, Master. Tatooine... It's small, 
       out of the way, poor... The Trade 
       Federation has no presence there.

                   CAPT. PANAKA
       How can you be sure?

                   QUI-GON
       It's controlled by the Hutts...

                   CAPT. PANAKA
       The Hutts??

                   OBI-WAN
       It's risky... but there's no 
       alternative.

                   CAPT. PANAKA
       You can't take Her Royal Highness 
       there! The Hutts are gangsters... If 
       they discovered her...

                   QUI-GON
       ...It would be no different than if 
       we landed on a system controlled by 
       the Federation... except the Hutts 
       aren't looking for her, which gives 
       us an advantage.

CPATAIN PANAKA takes a deep breath in frustration.

EXT. SPACE - NABOO SPACECRAFT (FX)

The Naboo spacecraft races away.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

NUTE and RUNE sit around a conference table with a hologram 
of DARTH SIDIOUS.

                   NUTE
       We control all the cities in the 
       North and are searching for any other 
       settlements...  

                   DARTH SIDIOUS
       Destroy all high-ranking officials, 
       Viceroy... slowly... quietly. And 
       Queen Amidala, has she signed the 
       treaty?

                   NUTE
       She has disappeared, My Lord. One 
       Naboo cruiser got pat the blockade.

                   DARTH SIDIOUS
       Viceroy, find her! I want that treaty 
       signed.

                   NUTE
       My Lord, it's impossible to locate 
       the ship. It's out of our range.

                   DARTH SIDIOUS
       ...not for a Sith...

A second SITH LORD appears behind DARTH SIDIOUS.

                   DARTH SIDIOUS
       ...Viceroy, this is my apprentice. 
       Lord Maul. He will find your lost 
       ship.

                   NUTE
       Yes, My Lord. 

The hologram fades off.

                   NUTE
       This is getting out of hand...now 
       there are two of them.

                   RUNE
       We should not have made this bargain. 
       What will happen when the Jedi become 
       aware of these Sith Lords?

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

QUI-GON, OBI-WAN, Capt. Panaka, and the LITTLE BLUE DROID 
stand before QUEEN AMIDALA and her THREE HANDMAIDENS, PADME, 
EIRTAE and RABE.

                   CAPT. PANAKA
       ...An extremely well put together 
       little droid. Without a doubt, it 
       saved the ship, as well as our lives.

                   AMIDALA
       It is to be commended... what is its 
       number?

The LITTLE BLUE DROID lets out a series of bleeps. Capt. 
Panaka leans over and scrapes some dirt off of the side of 
the DROID and read the number:

                   CAPT. PANAKA
       R2-D2, Your Highness.

                   AMIDALA
       Thank you, Artoo Detoo. You have 
       proven to be very loyal... Padme!

PADME bows before the QUEEN.

                   AMIDALA
       Clean this droid up the best you 
       can. It deserves our gratitude...
            (to Panaka)
       Continue, Captain.

Capt. Panaka looks nervously to OBI-WAN and QUI-GON.

                   QUI-GON
       Yor Highness, we are heading for a 
       remote planet called Tatooine. It is 
       a system far beyond the reach of the 
       Trade Federation. There we will be 
       able to make needed repairs, then 
       travel on to Coruscant.

                   CAPT. PANAKA
       Your Highness, Tatooine is very 
       dangerous.  It's controlled by an 
       alliance of gangs called the Hutts. 
       I do not agree with the Jedi on this.

                   QUI-GON
       You must trust my judgement, Your 
       Highness.

AMIDALA and PADME exchange looks. PADME moves next to the 
DROID.

INT. NABOO SPACECRAFT - MAIN AREA

PADME sits in the Main Area, cleaning R2-D2, the brave little 
Astra Droid.  JAR JAR pops out of an open door.

                   JAR JAR
       Hidoe!

Both PADME and ARTOO jump and let out a little SCREAM. The 
Gungan is embarrassed that he frightened them.

                   JAR JAR
       Sorry, nomeanen to scare yousa.

                   PADME
       That's all right.

                   JAR JAR
       I scovered oily back dare. Needen 
       it?

                   PADME
       Thank you. This little guy is quite 
       a mess.

JAR JAR hands PADME the oil can.

                   JAR JAR
       Mesa Ja Ja Binksss... 

                   PADME
       I'm Padme, I attend Her Highness, 
       You're a Gungan, aren't you? 
            (Jar Jar nods)
       How did you end up here with us?

                   JAR JAR
       Me no know... mesa day starten pitty 
       okeyday witda brisky morning munchen. 
       Den boom... getten berry skeered, un 
       grabbed dat Jedi, and before mesa 
       knowen it... pow! Mesa here.
            (he shrugs)
       ...getten berry berry skeered.

ARTOO BEEPS a sympathetic beep.

INT. NABOO SPACECRAFT - COCKPIT

OBI-WAN, QUI-GON, and Capt. Panaka watch over RIC OLIE'S 
shoulder. A large yellow planet appears directly ahead.  RIC 
OLIE searches his scopes.

                   OBI-WAN
       That's it. Tatooine.

                   RIC OLIE
       There's a settlement...a spaceport, 
       looks like.

                   QUI-GON
       Land near the outskirts. We don't 
       want to attract any attention.

EXT. TATOOINE - SPACE (FX)

The ship heads toward the planet of Tatooine.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY (FX)

The Naboo spacecraft lands in the desert in a swirl of dust. 
The spaceport of Mos Espa is seen in the distance.

EXT. NABOO SPACECRAFT - MAIN AREA

OBI-WAN is hoisting the hyperdrive out of a floor panel. JAR 
JAR rushes up to him and falls to his knees.

                   JAR JAR
       Obi-Wan, sire, pleeese, no mesa go!

                   OBI-WAN
       Sorry, Qui-Gon's right. You'll make 
       things less obvious.

JAR JAR walks back to ARTOO in the hallway as QUI-GON (dressed 
as a farmer) enters the main area.

                   OBI-WAN
       The Hyperdrive generator is gone. We 
       will need a new one.

QUI-GON moves closer to OBI-WAN and speaks quietly to him.

                   QUI-GON
       Don't let them send ant transmissions. 
       Be wary... I sense a disturbance in 
       the Force.

                   OBI-WAN
       I fell it also, Master.

QUI-GON goes into the hallway to meet up with ARTOO and JAR 
JAR. They head to the exit ramp.

EXT. TATOOINE - DESERT - SPACESHIP - DAY

They start their trek across the desert toward the city of 
Mos Espa.  In the distance, a strange looking caravan makes 
its way toward the spaceport.

                   JAR JAR
       Dis sun doen murder tada skin.

From the spaceship, Capt. Panaka and PADME run toward them.

                   CAPT. PANAKA
       Wait!

QUI-GON stops as they catch up. PADME is dresses in rough 
peasant's garb.

                   CAPT. PANAKA
       Her Highness commands you to take 
       her handmaiden with you. She wishes 
       for her to observe the local... 

                   QUI-GON
       No more commands from Her Highness 
       today, Captain. This spaceport is 
       not going to be pleasant...

                   CAPT. PANAKA
       The Queen wishes it. She is curious 
       about this planet.

                   PADME
       I've been trained in defense... I 
       can take care of myself.

                   CAPT. PANAKA
       Don't make me go back and tell her 
       you refuse.

                   QUI-GON
       I don't have time to argue. But this 
       is not a good idea. Stay close to 
       me.

He gives PADME a stern look.

EXT. MOS ESPA - STREET - DAY

The little GROUP walks down the main street of Mos Espa. 
They pass dangerous looking citizens of all types. PADME 
looks around in awe at this exotic enviroment.

                   QUI-GON
       ...moisture farms for the most part, 
       but also a few indigenous tribes and 
       scavengers. The few spaceports like 
       this one are havens for those who do 
       not wish to be found...

                   PADME
       ....like us. 

JAR JAR is in a constant state of panic.

ARTOO whistles along, with perfect confidence.

                   JAR JAR
       Dissen berry berry bad. 
            (steps in ooze)
       Ooooh...icky...icky...goo.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The GROUP comes to a little plaza surrounded by several junk 
spaceship dealers.

                   QUI-GON
       We'll try one of the smaller dealers.

They head for a little junk shop that has a huge pile of 
broken spaceships stacked up behind it.

INT. WATTO'S JUNK SHOP - DAY

QUI-GON, JAR JAR, PADME, and ARTOO enter the dingy junk shop 
and are greeted by WATTO, a pudgy blue alien who flies on 
short little wings like a hummingbird.

                   WATTO (SUBTITLED)
       Hi chuba da naga? 
       (What do you want?)

                   QUI-GON
       I need parts for a J-type 327 Nubian.

                   WATTO
       Ah yes, ah yes. Nubian. We have lots 
       of that. What kinda junk?  
            (subtitled)
       Peedenkel! Naba dee unko
       (Boy, get in here! Now!)
        

                   QUI-GON
       My droid here has a readout of what 
       I need.

A disheveled boy, ANAKIN SKYWALKER, runs in from the junk 
yard.  He is about nine years old, very dirty, and dressed 
in rags. WATTO raises a hand, and ANAKIN flinches.

                   WATTO (SUBTITLED)
       Coona tee-tocky malia?
       (What took you so long?)
        

                   ANAKIN (SUBTITLED)
       Mel tassa cho-passa...
       (I was cleaning the bin like you...)

                   ANAKIN (SUBTITLED)
        

                   WATTO (SUBTITLED)
       Chut-Chut! Ganda doe wallya. 
       (Never mind! Watch the store) 
       Me dwana no bata. 
       (I've got some selling to do here.) 
            (to Gui-Gon)
       Soooo, let me take- a thee out back. 
       Ni you'll find what you need.

ARTOO and QUI-GON follow WATTO toward the junk yard, leaving 
JAR JAR with PADME and the young boy ANAKIN. JAR JAR picks 
up a gizmo, trying to figure out its purpose. QUI-GON takes 
the part out of his hand and puts it back.

                   QUI-GON
       Don't touch anything.

JAR JAR makes a rude face to QUI-GON's back and sticks out 
his long tongue.

ANAKIN sits on the counter, pretending to clean a part, 
staring at PADME.

She is the most beautiful creaure he has ever seen in his 
life. PADME is a little embarrassed by his stare, but she 
musters up an amused smile.

Finally, he gets the courage to speak.

                   ANAKIN
       Are you an angel?

                   PADME
       What?

                   ANAKIN
       An angel.  I've heard the deep space 
       pilots talk about them. They live on 
       the Moons of Iego I thimk. They are 
       the most beautiful creatures in the 
       universe.  They are good and kind, 
       and so pretty they make even the 
       most hardened spice pirate cry.

PADME looks at him, not knowing what to say. PADME : I've 
never heard of angels.

                   ANAKIN
       You must be one...maybe you just 
       don't know it.

                   PADME
       You're a funny little boy. How do 
       you know so much?

                   ANAKIN
       Since I was very little, three, I 
       think. My Mom and I were sold to 
       Gardulla the Hutt, but she lost us, 
       betting on the Podraces, to Watto, 
       who's a lot better master than 
       Gardulla, I think.

                   PADME
       You're... a slave?

ANAKIN looks at PADME defiantly.

                   ANAKIN
       I am a person! My name is Anakin.

                   PADME
       I'm sorry. I don't fully understand. 
            (looking around)
       This is a strange world to me.

ANAKIN studies her intently.

                   ANAKIN
       You are a strange girl to me.

JAR JAR pushes the nose on what appears to be a LITTLE DROID, 
and it instantly comes to life, grows legs and arms, and 
starts marching around, knocking over everything. JAR JAR 
hold on but can't stop it.

                   ANAKIN
       Hit the nose!

JAR JAR hits the nose, and the DROID collapses back into its 
original state. ANAKIN and PADME laugh. ANAKIN watches PADME 
straighten her hair.

EXT. WATTO'S JUNK YARD - BEHIND SHOP - DAY

WATTO reads a small portable monitor he is holding. He stands 
before a hyperdrive.

                   WATTO
       ...Here it is...a T-14 hyperdrive 
       generator!! Thee in luck, I'm the 
       only one hereabouts who has one...but 
       thee might as well buy a new ship. 
       It would be cheaper, I think...Sying 
       of which, how's thee going to pay 
       for all this?  

                   QUI-GON
       I have 20,000 Republic dataries.

                   WATTO
       Republic credits?!?  Republic credits 
       are no good out here. I need something 
       more real...

                   QUI-GON
       I don't have anything else. 
            (raising his hand))
       But credits will do fine.

                   WATTO
       No they won'ta. 

QUI-GON, using his mind power, waves his hand again.

                   QUI-GON
       Credits will do fine.

                   WATTO
       No, they won'ta. What you think you're 
       some kinda Jedi, waving your hand 
       around like that? I'm a Toydarian. 
       Mind tricks don'ta work on me-only 
       money. No money, no parts! No deal! 
       And no one else has a T-14 hyperdrive, 
       I promise you that.

INT. WATTO'S JUNK SHOP - DAY

JAR JAR pulls a part out of a stack of parts to inspect it, 
and they all come tumblimg down. He struggles to catch them, 
only to knock more down.

ANAKIN and PADME are oblivious.

                   ANAKIN
       ...wouldn't have lasted long if I 
       weren't so good at fixing things. 
       I'm making my own droid...

QUI-GON hurries into the shop, followed by ARTOO. 

                   QUI-GON
       We're leaving.

JAR JAR follows QUI-GON. PADME gives ANAKIN a loving look.

                   PADME
       I'm glad I met you, ...ah...

                   ANAKIN
       ...Anakin.

                   PADME
       Anakin.

                   ANAKIN
       Anakin Skywalker.

                   PADME
       Padme Naberrie.

PADME turns, and ANAKIN looks sad as he watches her leave.

                   ANAKIN
       I'm glad I met you too.

WATTO enters the junk yard, shaking his head.

                   WATTO (SUBTITLED)
       Ootmians! Tinka me chasa hopoe ma 
       booty na nolia.
       (Outlanders! They think because we 
       live so far from the center, we don't 
       know nothing.)

                   ANAKIN (SUBTITLED)
       La lova num botaffa. 
       (They seemed nice to me.) 

                   WATTO (SUBTITLED)
       Fweepa niaga. Tolpa da bunky dunko. 
       (Clean the racks, then you can go 
       home.)

ANAKIN lets out a "yipee" and runs out the back.

EXT. MOS ESPA - STREET - ALCOVE - DAY

QUI-GON, ARTOO, JAR JAR, and PADME have found a quiet spot 
between two buildings. The busy street beyond is filled with 
dangerous looking creatures. QUI-GON is talking on his com-
link, while JAR JAR nervously watches the street. OBI-WAN is 
in the main hold of the Naboo craft.

                   QUI-GON
       ...Obi-Wan, you're sure there isn't 
       anything of value left on board?

                   OBI-WAN (V.O.)
       A few containers of supplies, the 
       Queen's wardrobe, maybe. Not enough 
       for you to barter with. Not in the 
       ammounts you're talking about.

                   QUI-GON
       All right. Another solution will 
       present itself. I'll check back.

QUI-GON puts his comlink away and starts out into the main 
street. JAR JAR grabs his arm.

                   JAR JAR
       Noah gain...da beings hereabouts 
       cawazy. Wesa be robbed un crunched.

                   QUI-GON
       Not likely. We have nothing of value, 
       that's our problem.

EXT. MOS ESPA - STREET - MARKET - DAY

QUI-GON, PADME, JAR JAR, and ARTOO move out into the street. 
JAR JAR is walking behind the others. They walk by an outdoor 
cafe filled with a rough gang of aliens, one of which is 
especially ugly, SEBULBA, a spider-like creature. JAR JAR 
stops for a moment in front of a stall selling dead frogs 
hanging on a wire. He looks around to see if anyone is 
looknig, then sticks out his tongue, and gets hold of one, 
pulling it into his mouth.

Unfortunately, the frog is tied tightly to the wire. The 
vendor suddenly appears.

                   VENDOR
       Hey, that will be seven truguts!!

JAR JAR opens his mouth in surprise, and the frog snaps away, 
ricochets around the market, and lands in Sebulba's soup, 
splashing him. As JAR JAR moves away from the VENDOR, SEBULBA 
jumps up on the table and grabs the hapless Gungan.

                   SEBULBA (SUBTITLED)
       Chuba!! 
       (You!!) 

                   JAR JAR
       Who, mesa?? 

                   SEBULBA (SUBTITLED)
       Ni chuba na?? 
       (Is this yours??)

SEBULBA holds the frog up to the Gungan threateningly. SEVERAL 
OTHER CREATURES start to gather. SEBULBA shoves JAR JAR to 
the ground. The Gungan desperately tries to scramble to 
safety.

                   JAR JAR
            (to himself)
       Why mesa always da one??

                   ANAKIN (O.S.)
       Because you're afraid.

JAR JAR turns to see ANAKIN pushing his way next to him. The 
boy stands up to SEBULBA in a very self-assured way.

                   ANAKIN (SUBTITLED)
       Chess ko, Sebulba...Coo wolpa tooney 
       rana.
       (Careful, Sebulba...This one's very 
       connected.)
        

SEBULBA stops his assault on JAR JAR and turns to ANAKIN.

                   SEBULBA (SUBTITLED)
       Tooney rana nu pratta dunko, shag. 
       (Connected?? Whada you mean, slave?)

                   ANAKIN (SUBTITLED)
       Oh da Hutt...cha porko ootman 
       geesa...me teesa rodda co pana pee 
       choppa chawa.
       (As in Hutt...big time outlander, 
       this one... I'd hate to see you diced 
       before we race again.)
        

                   SEBULBA (SUBTITLED)
       Neek me chowa, wermo, mo killee ma 
       klounkee
       (Next time we race, wermo, it will 
       be the end of you!)
       Una noto wo shag, me wompity du pom 
       pom.
       (If you weren't a slave, I'd squash 
       you right now.)
        

SEBULBA turns away.

                   ANAKIN (SUBTITLED)
       Eh, chee bana do mullee ra.
       (Yeah, it'd be a pity if you had to 
       pay for me.)
        

QUI-GON, PADME and ARTOO arrive.

                   ANAKIN
       Hi! Your buddy here was about to be 
       turned into orange goo. He picked a 
       fight with a Dug. An especially 
       dangerous Dug called Sebulba.

                   JAR JAR
       Nosir, nosir. Mesa hate crunchen. 
       Dat's da last ting mesa wanten.

                   QUI-GON
       Nevertheless, the boy is right... 
       you were heading for trouble. Thank 
       you, my young friend.

PADME looks at ANAKINB and smiles; he smiles back. They start 
walking down the crowded street.

                   JAR JAR
       Mesa doen nutten!

                   ANAKIN
       Fear attracts the fearful. He was 
       trying to overcome his fear by 
       squashing you... be less afraid.

                   PADME
       And that works for you.

                   ANAKIN
       To a point. 
            (he smiles)

EXT. TATOOINE - DESERT - SPACESHIP - DAY

OBI-WAN stands in front of the Naboo spacecraft as the wind 
picks up and begins to whip at his robe. Capt. Panaka exits 
the ship and joins him.

                   OBI-WAN
       This storm's going to slow them down.

                   CAPT. PANAKA
       It looks pretty bad. We'd better 
       seal the ship.

Capt. Panaka'S comlink sounds off.

                   CAPT. PANAKA
       Yes?
            (listens)
       We'll be right there.

EXT. MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and the GROUP stop at a fruit stand run by a jolly, 
but very poor, old lady named JIRA.

                   ANAKIN
       How are you feeling today, Jira?  

                   JIRA
       The heat's never been kind to me, 
       you know, Annie!

                   ANAKIN
       Guess what? I've found that cooling 
       unit I've been searching for.

It's pretty beat up, but I'll have it fixed up for you in no 
time, I promise.

                   JIRA
       You're a fine boy, Annie.

                   ANAKIN
       I'll take four pallies today. 
            (to Padme)
       You'll like these...

ANAKIN reaches in his pocket and comes up with three coins. 
He drops one.

QUI-GON picks it up, revealing for a moment, his lightsabre.

                   ANAKIN
       Whoops, I thought I had more... Make 
       thgat three, I'm not hungry.

The wind picks up. SHOP OWNERS are starting to close up their 
shops as JIRA gives them their pallies.

                   JIRA
       Gracious, my bones are aching... 
       storm's coming on, Annie. You'd better 
       get home quick.

                   ANAKIN
            (to QUI-GON)
       Do you have shelter?

                   QUI-GON
       We'll head back to our ship.

                   ANAKIN
       Is it far?

                   PADME
       On the outskirts.

                   ANAKIN
       You'll never reach the outskirts in 
       time... sandstorms are very, very 
       dangerous. Come with me. Hurry!

The GROUP follows ANAKIN as he rushes down the windy street.

EXT. MOS ESPA - SLAVE QUARTERS - STREET - SANDSTORM - DAY

The wind is blowing hard as QUI-GON, JAR JAR, and PADME follow 
ANAKIN down the street and into a slave hovel.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON, JAR JAR, ARTOO, and PADME enter a small living space.

                   ANAKIN
       Mom! Mom! I'm home.

                   JAR JAR
       Dissen cozy.

Anakin's mother, SHMI SKYWALKER, a warm, friendly woman of 
forty, enters from her work area and is startled to see the 
room full of people.

                   SHMI
       Oh, my!! Annie, what's this?

                   ANAKIN
       These are my friends, Mom. This is 
       Padme, and...gee, I don't know any 
       of your names.

                   QUI-GON
       I'm Qui-Gon Jinn, and this is Jar 
       Jar Binks. ARTOO lets out a little 
       beep.

                   PADME
       ...and our droid, Artoo-Detoo.

                   ANAKIN
       I'm building a droid. You wanna see?

                   SHMI
       Anakin! Why are they here?

                   ANAKIN
       A sandstorm, Mom. Listen.

The wind HOWLS outside.

                   QUI-GON
       Your son was kind enough to offer us 
       shelter.  

                   ANAKIN
       Come on! Let me show you Threepio!

ANAKIN leads PADME into the other room. ARTOO follows, beeping 
all the way.

QUI-GON takes five small capsules from his utility belt and 
hands them to SHMI.

                   QUI-GON
       I have enough food for a meal.

                   SHMI
       Oh, thank you. Thank you so much. 
       I'm sorry if I was abrupt. I'll never 
       get used to Anakin's surprises.

                   QUI-GON
       He's a very special boy. 

SHMI looks at him as if he's discovered a secret.

                   SHMI
       Yes, I know.

INT. ANAKIN'S HOVEL - BEDROOM - DAY

ANAKIN shows off his ANDROID, which is lying on his workbench. 
There is one eye in the head; the body, arms, and legs have 
no outer coverings.

                   ANAKIN
       Isn't he great?! He's not finished 
       yet.

                   PADME
       He's wonderful!

                   ANAKIN
       You reall like him? He's a protocol 
       droid...to help Mom. Watch!

ANAKIN pushes a switch, and the DROID sits up. Anakin rushes 
around, grabs an eye and puts it in one of the sockets.

                   THREEPIO
       How do you do, I am See-Threepio, 
       Human Cyborg Relations. How might I 
       serve you?

                   PADME
       He's perfect.

                   ANAKIN
       When the storm is over, you can see 
       my racer. I'm building a Podracer!

PADME smiles at his enthusiasm. ARTOO lets out a flurry of 
beeps and whistles.

                   THREEPIO
       I beg your pardon... what do you 
       mean I'm naked?

ARTOO BEEPS

                   THREEPIO
       My parts are showing? Oh, my goodness. 
       How embarrassing!

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

AMIDALA, EIRTAE, RABE, and OBI-WAN watch a very bad 
transmission of a SIO BIBBLE hologram.

                   BIBBLE
       ...cut off all food supplies until 
       you return... the death toll is 
       catastrophic... we must bow to their 
       wishes, Your Highness...Please tell 
       us what to do! If you can hear us, 
       Your Highness, you must contact me...

AMIDALA looks upset...almost nervous.

                   OBI-WAN
       It's a trick. Send no reply... Send 
       no transmission of any kind.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON listens to his comlink. OBI-WAN is in the cockpit.

                   OBI-WAN
       ...the Queen is upset... but absolutly 
       no reply was sent.

                   QUI-GON
       It sounds like bait to establish a 
       connection trace.

                   OBI-WAN
       What if it is true and the people 
       are dying?

                   QUI-GON
       Either way, we're running out of 
       time.

EXT. CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT

DARTH SIDIOUS and DARTH MAUL look out over the vast city.

                   DARTH MAUL
       Tatooine is sparsely populated. If 
       the trace was correct, I will find 
       them quickly, Master.  

                   DARTH SIDIOUS
       Move against the Jedi first... you 
       will then have no difficulty taking 
       the Queen back to Naboo, where she 
       will sign the treaty.

                   DARTH MAUL
       At last we will reveal ourselves to 
       the Jedi. At last we will have 
       revenge.

                   DARTH SIDIOUS
       You have been well trained, my young 
       apprentice, they will be no match 
       for you. It is too late for them to 
       stop us now. Everything is going as 
       planned. The Republic will soon be 
       in my command.

The hologram of DARTH MAUL fades off as DARTH SIDIOUS looks 
out over the city. 

EXT. MOS ESPA - SANDSTORM - DAY

The giant sandstorm engulfs the town, including the Naboo 
spaceship on the outskirts of the city center, where Watto's 
ship is; and the slave quarters, where drifts of sand begin 
building up against Anakin's house.

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON, ANAKIN, SHMI, JAR JAR, and PADME are seated around 
a makeshift table, having dinner as the wind howls outside.

JAR JAR slurps his soup rather loudly. Everyone looks at 
him. He turns a little brighter red.

                   SHMI
       All slaves have transmitters placed 
       inside their bodies somewhere.

                   ANAKIN
       I've been working on a scanner to 
       try and locate them, but no luck.

                   SHMI
       Any attempt to escape...

                   ANAKIN
       ...and they blow you up...poof!

PADME and JAR JAR are horrified.

                   JAR JAR
       How wude.

                   PADME
       I can't believe there is still slavery 
       in the galaxy. The Republic's anti-
       slavery laws...

                   SHMI
       The Republic doesn't exist out here... 
       we must survive on our own.

An awkward silence. ANAKIN attempts to end the embarrassment.

                   ANAKIN
       Have you ever seen a Podrace?

PADME shakes her head no. She notices the concern of SHMI. 
JAR JAR snatches some food from a bowl at the other end of 
the table with his tongue.

QUI-GON gives him a dirty look.

                   QUI-GON
       They have Podracing on Malastare. 
       Very fast, very dangerous.

                   ANAKIN
       I'm the only human who can do it.

SHMI looks at her son.

                   ANAKIN
       Mom, what? I'm not bragging. It's 
       true. Watto says he's never heard of 
       a human doing it. 

                   QUI-GON
       You must have Jedi reflexes if you 
       race Pods.

ANAKIN smiles. JAR JAR attempts to snare another bit of food 
from the bowl with his tongue, but QUI-GON, in a flash, grabs 
it between his thumb and forefinger. JAR JAR is startled.

                   QUI-GON
       Don't do that again.

JAR JAR tries to acknowledge with some silly mumbling. QUI-
GON lets go of the tongue, and it snaps back into JAR JAR's 
mouth.

                   ANAKIN
       I... I was wondering... something...

                   QUI-GON
       What?

                   ANAKIN
       Well, ahhh... you're a Jedi Knight, 
       aren't you?

                   QUI-GON
       What makes you think that?

                   ANAKIN
       I saw your laser sword. Only Jedi 
       carry that kind of weapon.

QUI-GON leans back and slowly smiles.

                   QUI-GON
       Perhaps I killed a Jedi and stole it 
       from him.

                   ANAKIN
       I don't think so... No one can kill 
       a Jedi Knight.

                   QUI-GON
       I wish that were so...

                   ANAKIN
       I had a dream I was a Jedi. I came 
       back here and freed all the slaves... 
       have you come to free us?

                   QUI-GON
       No, I'm afraid not...

                   ANAKIN
       I think you have... why else would 
       you be here?

QUI-GON thinks for a moment.

                   QUI-GON
       I can see there's no fooling you...
            (leans forward)
       You mustn't let anyone know about 
       us... we're on our way to Coruscant, 
       the central system in the Republic, 
       on a very important mission, and it 
       must be kept secret.

                   ANAKIN
       Coruscant... wow... how did you end 
       up here in the outer rim?

                   PADME
       Our ship was damaged, and we're 
       stranded here until we can repair 
       it.

                   ANAKIN
       I can help! I can fix anything!

                   QUI-GON
       I believe you can, but our first job 
       is to aquire the parts we need...

                   JAR JAR
       Wit no-nutten mula to trade.

                   PADME
       These junk dealers must have a 
       weakness of some kind.

                   SHMI
       Gambling. Everything here revolves 
       around betting on those awful races.

                   QUI-GON
       Podracing... Greed can be a powerful 
       ally.. if it's used properly.

                   ANAKIN
       I've built a racer! It's the fastest 
       ever... There's a big race tomorrow, 
       on Boonta Eve. You could enter my 
       pod. It's all but finished...

                   SHMI
       Anakin, settle down. Watto won't let 
       you...

                   ANAKIN
       Watto doesn't know I've built it. 
            (to Qui-Gon))
       You could make him think it's your's, 
       and you could get him to let me pilot 
       it for you.

QUI-GON looks to SHMI. She is upset.

                   SHMI
       I don't want you to race, Annie... 
       It's awful. I die every time Watto 
       makes you do it.

                   ANAKIN
       But Mom, I love it... and they need 
       help... they're in trouble. The prize 
       money would more than pay for the 
       parts they need. 

                   JAR JAR
       Wesa ina pitty bad goo. 

                   GUI-GON
       Your mother's right. Is there anyone 
       friendly to the Republic who might 
       be able to help us?

SHMI shakes her head no.

                   ANAKIN
       We have to help them, Mom...you said 
       that the biggest problem in the 
       universe is no one helps each other...

                   SHMI
       Anakin, don't...

JAR JAR belches. There is silence for a moment as they eat.

                   PADME
       I'm sure Qui-Gon doesn't want to put 
       your son in danger. We will find 
       another way...

                   SHMI
       No, Annie's right, there is no other 
       way... I may not like it, but he can 
       help you... he was meant to help 
       you.

                   ANAKIN
       Is that a yes? That is a yes!

The storm continues to rage outside the slave hovel.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The storm has passed. VENDORS and STREET PEOPLE clean up the 
mess and rebuild their food stalls.  JAR JAR sits on a box 
in front of Watto's parts shop, watching all the activity 
with growing nervousness. ARTOO is standing next to him. 
PADME stops QUI-GON as he is about to enter the shop.

                   PADME
       Are you sure about this? Trusting 
       our fate to a boy we hardly know. 
       The Queen will not approve.

                   QUI-GON
       The Queen does not need to know.

                   PADME
       Well, I don't approve.

QUI-GON turns and starts into the shop.

INT. WATTO'S JUNK SHOP - DAY

WATTO and ANAKIN are in the middle of an animated discussion 
in Huttese.

                   WATTO
       Patta go bolla!

                   ANAKIN
       No batta!

                   WATTO
       Pedunky. Maa kee cheelya.

                   ANAKIN
       Bayno, Bayno!

QUI-GON walks in, and WATTO and ANAKIN join him.

                   WATTO
       The boy tells me you wanta sponser 
       hi insa race. You can't afford parts. 
       How can you do this? Not on Republic 
       credits, I think. 
            (he laughs)

                   QUI-GON
       My ship will be the entry fee.

QUI-GON pulls a small object that looks like a watch out of 
his pocket, and a hologram of the Naboo spacecraft appears 
about a foot long in front of WATTO. He studies it.

                   WATTO
       Not bad... not bad... a Nubian.  

                   QUI-GON
       It's in good order, except for the 
       parts we need.

                   WATTO
       ...but what would the boy ride? He 
       smashed up my Pod in the last race. 
       It will take some time to fix it.

ANAKIN is embarrassed and steps forward.

                   ANAKIN
       Ahhhh....it wasn't my fault really... 
       Sebulba flashed me with his vent 
       ports. I actually saved the Pod... 
       mostly.

                   WATTO
            (laughing))
       That you did. The boy is good, no 
       doubts there.

                   QUI-GON
       I have... acquired a Pod in a game 
       of chance. "The fastest ever built."

                   WATTO
       I hope you didn't kill anyone I know 
       for it. 
            (laughs))
       So, you supply the Pod and the entry 
       fee; I supply the boy. We split the 
       winnings fifty-fifty, I think.

                   QUI-GON
       Fifty-fifty!?! If it's going to be 
       fifty-fifty, I suggest you front the 
       cash for the entry. If we win, you 
       keep all the winnings, minus the 
       cost of the parts I need... If we 
       lose, you keep my ship.

WATTO thinks about this. ANAKIN tries not to be nervous.

                   QUI-GON
       Either way, you win.

                   WATTO (SUBTITLED)
       Deal! Yo bana pee ho-tah, meedee ya. 
       (Your friend is a follish one, 
       methinks.)

EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY

OBI-WAN stands outside the Naboo spacecraft, speaking into 
his comlink.

QUI-GON is on the back porch of the hovel.

                   OBI-WAN
       What if this plan fails, Master? We 
       could be stuck here for a long time.

                   QUI-GON (V.O.)
       A ship without a power supply will 
       not get us anywhere, and there is 
       something about this boy...

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

QUI-GON puts the comlink away as SHMI comes onto the porch 
PADME, ANAKIN, JAR JAR, and ARTOO work on the engines of the 
Podracer in the courtyard below.

                   QUI-GON
       You should be proud of your son. He 
       gives without any thought of reward.

                   SHMI
       He knows nothing of greed. He has...

                   QUI-GON
       He has special powers.

                   SHMI
       Yes...

                   QUI-GON
       He can see things before they happen. 
       That's why he appears to have such 
       quick reflexes. It is a Jedi trait.

                   SHMI
       He deserves better than a slave's 
       life.

                   QUI-GON
       The Force is unusally strong with 
       him, that much is clear. Who was his 
       father?

                   SHMI
       There was no father, that I know 
       of... I carried him, I gave him 
       birth... I can't explain what 
       happened. Can you help him?

                   QUI-GON
       I'm afraid not. Had he been born in 
       the Republic, we would have identified 
       him early, and he would have become 
       Jedi, no doubt...he has the way.  
       But it's too late for him now, he's 
       too old.

EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - DAY

KITSTER (a young boy about Anakin's age), SEEK (a boy of 
ten), AMEE (a girl of six), and WALD (a Greedo Type, six 
years old) join ANAKIN, JAR JAR, ARTOO, and PADME securing 
some wiring.

                   ANAKIN
       Padme and Jar Jar, this is my friend 
       Kitster, and Seek, Amee, and Wald.

All whistle, hoot, and speak a greeting.

                   KITSTER
       Wow, a real Astro Droid...how'd you 
       get so lucky?

                   ANAKIN
       This isn't the half of it. I'm entered 
       in the Boonta Race tomorrow!

                   KITSTER
       What? With this??

                   WALD (SUBTITLED)
       Annie, Jesko na joka. 
       (You are such a joke, Annie.)

                   AMEE
       You've been working on that thing 
       for years. It's never going to run.

                   SEEK
       Come on, let's go play ball. Keep it 
       up, Annie, and you're gonna be bug 
       squash.

SEEK, WALD, and AMEE take off, laughing. JAR JAR is fiddling 
with one of the energy binder plates.

                   ANAKIN
       Hey! Jar Jar! Stay away from those 
       energy binders...

                   JAR JAR
       Who, mesa?

                   ANAKIN
       If your hand gets caught in that 
       beam, it will go numb for hours.

JAR JAR peeks at the energy plate; it makes a little 
electronic pop, zaps him in the mouth and jumps back. JAR 
JAR tries to say something, but his mouth is numb and his 
words are garbled.

                   JAR JAR
       Ouch-dats muy bigo Oucho. 
            (gibberish)

                   KITSTER
       But you don't even know if this thing 
       will run.

                   ANAKIN
       It will.

QUI-GON approaches the GROUP and gives ANAKIN a small battery. 
JAR JAR gets his hand caught in the afterburner and tries to 
tell Anakin, but can't get words out that make sense.

                   QUI-GON
       I think it's time we found out. Use 
       this power charge. 

                   ANAKIN
       Yes, sir!!

ANAKIN jumps into the little capsule behind the two giant 
engines. He puts the power pack back into the dashboard. 
EVERYONE backs away, except for JAR JAR who calls for help. 
Finally PADME frees him and the engines ignite with a ROAR. 
EVERYONE cheers.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

SHMI, watching from the porch, smiles sadly.

EXT. SLAVE QUARTERS - BALCONY - NIGHT

ANAKIN sits on the balcony rail of his hovel as QUI-GON tends 
to a cut. The BOY leans back to look at the vast blanket of 
stars in the sky.

                   QUI-GON
       Sit still, Annie. Let me clean this 
       cut.

                   ANAKIN
       There are so many! Do they all have 
       a system of planets?

                   QUI-GON
       Most of them.

                   ANAKIN
       Has anyone been to them all?

                   QUI-GON
            (laughs)
       Not likely.

                   ANAKIN
       I want to be the first one to see 
       them all... Ouch!

QUI-GON wipes a patch of blood off ANAKIN'S arm.

                   QUI-GON
       There, good as new...

SHMI yells from inside the hovel.

                   SHMI (O.S.)
       Annie, bedtime!

QUI-GON scrapes ANAKIN's blood onto a comlink chip.

                   ANAKIN
       What are you doing?

                   QUI-GON
       Checking your blood for infections.

                   ANAKIN
       I've never seen...

                   SHMI (O.S.)
       Annie! I'm not goiung to tell you 
       again!

                   QUI-GON
       Go on, you have a big day tomorrow. 
            (beat)
       Goodnight.

ANAKIN rolls his eyes and runs into the hovel. QUI-GON takes 
the blood stained chip and inserts it into the comlink, then 
calls OBI-WAN.

                   QUI-GON
       Obi-Wan...  

                   OBI-WAN
       Yes, Master.

                   QUI-GON
       Make an analysis of this blood sample 
       I'm sending you.

                   OBI-WAN
       Wait a minute...

                   QUI-GON
       I need a midi-chlorian count.

                   OBI-WAN
       All right. I've got it.

                   QUI-GON
       What are your readings?

                   OBI-WAN
       Something must be wrong with the 
       transmission.

                   QUI-GON
       Here's a signal check.

                   OBI-WAN
       Strange. The transmission seems to 
       be in good order, but the reading's 
       off the chart... over twenty thousand.

                   QUI-GON
            (almost to himself)
       That's it then.

                   OBI-WAN
       Even Master Yoda doesn't have a midi-
       chlorian count that high!

                   QUI-GON
       No Jedi has.

                   OBI-WAN
       What does it mean?

                   QUI-GON
       I'm not sure.

The JEDI KNIGHT looks up and sees SHMI in the doorway watching 
him.

Embarrassed, she goes back into the kitchen while QUI-GON 
ponders the situation.

EXT. TATOOINE - DESERT MESA - NIGHT

The sinister looking Sith spacecraft lands on top of a desert 
mesa at dus, scattering a herd of banthas. DARTH MAUL walks 
to the edge of the mesa and studies the landscape with a 
pair of electrobinoculars. He picks out the lights of three 
different cities in the distance, then pushes buttons on his 
electronic armband.

Six football-sized PROBE DROIDS float out of the ship and 
head off in three different directions toward the cities.

DARTH MAUL stands on the mesa and watches them through his 
electrobinoculars.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - SUNRISE

Padme exits the hovel.

EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - SUNRISE

As the twin suns rise, ARTOO is busy painting the racing 
Pod. ANAKIN is asleep. PADME passes ARTOO.

                   PADME
       I hope you're about finished.

ARTOO whistles a positive reply. PADME sees KITSTER riding 
toward them on an EOPIE, a strange camel-lile creature. He 
is leading a second EOPIE behind him.  PADME goes over to 
ANAKIN. He looks very vulnerable as he sleeps. She watches 
him, then touches him on the cheek. ANAKIN wakes up, yawns, 
and looks at her, a little puzzled.

                   ANAKIN
       You were in my dream... you were 
       leading a huge army into battle.

                   PADME
       I hope not, I hate fighting. Your 
       mother wants you to come in and clean 
       up. We have to leave soon.

ANAKIN stands up and stretches just as KITSTER arrives.

                   ANAKIN
       Hook 'em up, Kitster. 
            (to Padme))
       I won't be long. Where's Qui-Gon?

                   PADME
       He and Jar Jar left already. They're 
       with Watto at the arena.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

RACE CREWS mill about outside the Main Hanger.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

The hanger is a large building with a dozen or so Podracers 
being readied for the race. ALIEN CREWS and PILOTS rush about, 
making last minute fixes on their vehicles. WATTO, QUI-GON, 
and JAR JAR walk through the activity.

                   WATTO
       ...I want to see your spaceship the 
       moment the race is over.  

                   QUI-GON
       Patience, my blue friend. You'll 
       have your winnings before the suns 
       set, and we'll be far away from here.

                   WATTO
       Not if your ship belongs to me, I 
       think... I warn you, no funny 
       business.

                   QUI-GON
       You don't think Anakin will win?

WATTO stops before an orange racer. Sitting to one side, 
having his shoulders and neck massaged by TWIN YOBANAS, is 
SEBULBA.

                   WATTO
       Don't get me wrongo. I have great 
       faith in the boy. He's a credit to 
       your race, but Sebulba there is going 
       to win, I think.

                   QUI-GON
       Why?

                   WATTO
       He always wins. 
            (laughs)
       I'm betting heavily on Sebulba.

                   QUI-GON
       I'll take that bet.

                   WATTO
            (suddenly stops 
            laughing)
       What??!! What do you mean?

                   QUI-GON
       I'll wager my new racing pod 
       against... say... the boy and his 
       mother.

                   WATTO
       A Pod for slaves. I don't think so... 
       well, poerhaps. Just one...the mother, 
       maybe...the boy isn't for sale.

                   QUI-GON
       The boy is small, he can't be worth 
       much.

WATTO shakes his head.

                   QUI-GON
       For the fastest Pod ever built?!

WATTO shakes his head again.

                   QUI-GON
       Both, or no bet.

                   WATTO
       No Pod's worth two slaves... not by 
       a long shot... one slave or nothing.

                   QUI-GON
       The boy, then...

WATTO pulls out a small cube from his pocket.

                   WATTO
       We'll let fate decide. Blue it's the 
       boy, red his mother...

WATTO tosses the cube down. QUI-GON lifts his hand slightly; 
it turns blue.

QUI-GON smiles. WATTO is angry.

                   WATTO
       You won the small toss, outlander, 
       bou you won't win the race, so... it 
       makes little difference.

ANAKIN and PADME enter the hanger on one of the EOPIES, 
pulling an engine.  KITSTER, on the other EOPIE, is pulling 
another engine. With THREEPIO walking alongside, ARTOO 
trundles behind, pulling the Pod with SHMI sitting on it. 
WATTO passes ANAKIN as he leaves.

                   WATTO (SUBTITLED)
       Bonapa keesa pateeso, o wanna meetee 
       chobodd.
       (Better stop your friends betting, 
       or I'll end up owning him, too.)

WATTO walks off, laughing.

                   ANAKIN
       What did he mean by that?

                   QUI-GON
       I'll tell you later.

ARTOO beeps at THREEPIO.

                   THREEPIO
       Oh my! Space travel sounds rather 
       perilous.

ARTOO emits a series of beeps.

                   THREEPIO
       I can assure you they will never get 
       me onto one of those dreadful 
       starships!

                   KITSTER
            (to Anakin)
       This is so wizard! I'm sure you'll 
       do it this time, Annie.

                   PADME
       Do what?

                   KITSTER
       Finish the race, of course!

                   PADME
       You've never won a race?

                   ANAKIN
       Well... not exactly...

                   PADME
       Not even finished?!

ANAKN looks sheepish.

                   ANAKIN
       ...but Kitster's right, I will this 
       time.

                   QUI-GON
       Of course you will.

EXT. MOS ESPA - STREET - DAY

One of Darth Maul's PROBE DROIDS slowly floats down the main 
street of Tatooine. It looks in shops and studies PEOPLE as 
it searches for OBI-WAN, QI-GON, or the QUEEN.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the 
Tatooine desert. A large semi-circular amphitheatre that 
holds at least a hundred thousand people dominates the 
landscape. Large viewing platforms loom over the racetrack. 

INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

A two-headed ANNOUNCER describes the scene.

                   FODE/BEED
       A: Toogi! Toogie!
       (Greetings)
       Toong mee cha kulkah du Boonta magi! 
       tah oos azalus ooval Poddraces.
       (We have perfect weather today for 
       the Boonta classic. The most hazardous 
       of all Podraces.)
        
       B : That's absolutly right.  And a 
       big turnout here, from all corners 
       of the Outer Rim territories. I see 
       the contestants are making their way 
       out onto the starting grid.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

On the left side of the tracks across from the grandstands, 
a line of Podracers emerges from the large hanger, surrounded 
by several CREW MEMBERS. Pods are pulled by a wide variety 
of CREATURES and are led by aliens carrying flags. The PILOTS 
stand facing the royal box.

                   FODE/BEED (O.S.)
       A : La Yma beestoo
       (Yes, there they are!)
       B : I see Ben Quadinaros from the 
       Tund system.   
       A : ...eh Gasgano doowa newpa Ord 
       Petrovia! 
       (And Gasgano in thenew Ord Pedrovia.)
       B : Two time winner, Boles Roor...
       A : Poo tula moosta, woe grane champio 
       Sebulba du Pixelito! Splastyleeya 
       bookie ookie!!  (On the front line 
       the reigning champion, Sebulba from 
       Pixelito. By far the favorite today.)  
       B : And a late entry, Anakin 
       Skywalker, a local boy.
       A : Wampa peedunkee unko
       ( I hope he has better luck this 
       time.)  
       B : I see the flaggers are moving 
       onto the track.

EXT. MOS ESPA - ARENA - GRANDSTAND - DAY

Colorful canopies shade some of the SPECTATORS. VENDORS sell 
barbecued creature parts and colorful drinks.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

All the PILOTS bow from the waist as JABBA THE HUTT enters 
the box and waves to the crowd.

                   FODE/BEED
       A : O grandio lust, Jabba Du Hutt, 
       amu intoe tah parena.
       (His honor, our glorious host, Jabba 
       the Hutt has entered the arena.)
        

The crowd ROARS. SEVERAL OTHER SLUG-LIKE HUTTS follow, along 
with humans and aliens. Several SLAVE GIRLS on a chain are 
led alongside JABBA.

                   JABBA (SUBTITLED)
       Chowbaso! Tam ka chee Boonta rulee 
       ya, kee madda hodrudda du wundee. 
       (Welcome!) 
       Sebulba tuta Pixelito...

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

SEBULBA, who is right next to ANAKIN, stands and waves to 
his fans. A small pep band plays as his fans wave and cheer.

KITSTER attaches the giant engins to Anakin's Pod with a 
long cable. SHMI gives ANAKIN a big hug and kiss. She looks 
him right in the eye.

                   SHMI
       Be safe.

                   ANAKIN
       I will, Mom. I promise.

She leaves as ANAKIN checks the cable hitches.

                   JABBA
       ...Mawhonic tuta Hok, Teemto Pagalies 
       tuta Moonus Mandel, Anakin SKywalker 
       tuta Tatoonine....

The CROWD YELLS. ANAKIN waves to the crowd, as JABBA continues 
with his introductions. SEBULBA moves over to one of Anakin's 
engines. KITSTER and JAR JAR unhitch the EOPIES, and KITSTER 
leads them away. ARTOO beeps that everything is OK. JAR JAR 
pats ANAKIN on the back.

                   JAR JAR
       Dis berry loony, Annie. May da guds 
       be kind, mesa palo.

PADME comes up and gives ANAKIN a little kiss on the cheeek. 
SEBULBA bangs on a part protruding from Anakin's engine. He 
looks around to see if anyone has noticed.

                   PADME
       You carry all our hopes.  

                   ANAKIN
       I won't let you down.

PADME moves away as SEBULBA edges his way next to ANAKIN and 
gives him a sinister grin.

                   SEBULBA
       Bazda wahota, shag. Dobiella Nok. 
       Yoka to Bantha poodoo.
       (You won't walk away from this one, 
       slave scum! You're Bantha poodoo.)
        

                   ANAKIN (SUBTITLED)
       Cha skrundee da pat, sleemo. 
       (Don't count on it, slime-ball.)

ANAKIN looks the evil SEBULBA in the eye with a cold stare. 
QUI-GON approaches, and SEBULBA backs off toward his racer.

                   JABBA (SUTITLED)
       ...Ka bazza kundee hodrudda! 
       (...Let the challenge begin!)

The CROWD lets out a LOUD CHEER. QUI-GON helps ANAKIN into 
his Pod. The boy straps himself into the tiny racer.

                   QUI-GON
       Are you all set, Annie? 
            (Anakin nods)
       Remember, concentrate on the moment. 
       Feel. Don't think. Trust your 
       instincts. 
            (he smiles)
       May the Force be with you.

QUI-GON steps away as ANAKIN puts on his goggles. The PILOTS 
flip switches, and powerful energy binders shoot between the 
engines. ANAKIN flips a switch, and his engine starts. The 
incredible ROAR of high-powered engines igniting echoes 
throughout the arena. One driver, ODY MANDRELL, yells at a 
droid (DUM-4) to get away from the front of his engine.  The 
crowd is tense.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

The giant power-house engines torque as the PILOTS gun them. 
The PILOTS flip switches, and poerful energy binders shoot 
between the engines. Aliens carrying large flags move off 
the track. JAR JAR covers his eyes.

                   JAR JAR
       Mesa no watch. Dissen ganna be messy!

                   FODE/BEED
       A : Ya pawa culka doe rundee! (The 
       power couplings are being activated)
       B : Hey, it looks like they're 
       clearing the grid.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

SHMI looks nervously to QUI-GON as he enters a veiwing 
platform. PADME and JAR JAR are already on board. The platform 
rises like an elevator.

                   SHMI
       Is he nervous?  

                   QUI-GON
       He's fine.

                   PADME
       You Jedi are far too reckless. The 
       Queen...

                   QUI-GON
       The Queen trusts my judgment, young 
       handmaiden. You should too.

                   PADME
       You assume too much.

EXT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

                   FODE/BEED
       B : Start your engines.

The earth-pounding ROAR of the engines revving is deafening.

EXT. MOS ESPA - ARENA - ROYAL BOX - DAY (FX)

Jabba bites off the head of a frog and spits it at a gong, 
signaling the start of the race.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

On a bridge over the track, a great green light at the center 
flashes. The Podracers shoot forward with a high-pitches 
scream. ANAKIN'S engine floods and coughs - then dies. All 
the other Podracers except one swerve around him and dissapear 
down the track. The slave boy struggles to get his racer 
started. The two-headed announcer reports.

                   FODE/BEED (O.S.)
       A : An dare ovv!
       (And they're off!)
        
       B : Oh...wait. Little Skywalker has 
       stalled.

PADME and JAR JAR are very dissapointed with ANAKIN. QUI-GON 
puts his arm around a very worried SHMI to comfort her. 
Finally, Anakin's engines ignite. He zooms away after the 
receeding pack of competitors, leaving one quadra-Pod racer 
still trying to get started. The two-headed ANNOUNCER 
describes the race as it progresses.

                   FODE/BEED (O.S.)
       B : And there goes Skywalker... He'll 
       be hard pressed to catch up with the 
       leaders today.

EXT. MOS ESPA - RACETRACK - DAY (FX)

The Podracers fly across the desert. SEBULBA is running neck 
and neck with MAWHONIC. They round the first turn in the 
track, side by side.  SEBULBA drives his Pod into his rival, 
forcing him into the wall of a large rock formation. MAWHONIC 
crashes in a spectacular display of fire and smoke.  ANAKIN 
is much faster than the back-end stragglers and passes them 
easily.

One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN 
tries to pass him on one side and is cut off. He then tries 
to pass him on the other side ansd is cut off. As they come 
up on a cliff drop-off, ANAKIN backs off, then guns it as 
GASGANO goes over the cliff. ANAJIN accelerates so fast that 
he sails right over the top of GASGANO and speeds away.

Four TUSKEN RAIDERS perched above the race course fire their 
rifles at the Pods racing in the canyon below them. One shot 
ricochets off the back of Anakin's Pod.

                   FODE/BEED
       B : Looks like a few Tusken Riaders 
       have campe out on the canyon dune 
       turn.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

JABBA THE HUTT and the crowd watch the progress of the race 
on small, hand-held view screens. JAR JAR is looking over 
the shoulder of a strange alien named FANTA.

                   JAR JAR
       Where's Skywalker?

FANTA moves the view screen out of Jar Jar's view. PADME, 
SHMI, and QUI-GON watch another screen and look worried.

ARTOO, down in the pits with KITSTER, lets out a worried 
sigh. The driver of the quadra-Pod looks worried.

EXT. MOS ESPA - RACETRACK - DAY (FX)

ANAKIN is powering around corners and over hills and cliffs, 
passing other racers right and left. SEBULBA is in the lead.  
He is being challenged by another racer, XELBREE.

SEBULBA slows a little, and as XELBREE pulls alongside, he 
opens a side vent on the racer's engine and the exhaust starts 
to cut through the alien's engine.

The blast cuts along the engine until finally it EXPLODES. 
SEBULBA deftly veers away.

ANAKIN works his way through a dense mass of racers as they 
zoom over a dune sea, kicking up dust.  His Pod shakes 
violently as he goes over a jump.

One of the Podracers, ODY, catches one of his engines in the 
sand, and the whole thing EXPLODES.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

QUI-GON sits quietly, meditating. PADME and SHMI search the 
landscape for any sign of the racers.  JAR JAR is still 
annoying FANTA for information.  The crowd SCREAMS. WATTO is 
laughing with his friends, confident in Anakin's defeat.

The quadra-Pod engines start just as the racers come around 
the corner. The DRIVER, BEN QUADINAROS, puts it in gear, and 
the four engines go off in all directions, EXPLODING in a 
spectacular display. The Pod drops to the ground as SEBULBA 
enters the arena, closely followed by all the OTHER RACERS.

KITSTER strains to see as ARTOO beeps excitedly. The announcer 
continues.

                   FODE/BEED (O.S.)
       B ; There goes Quadinaros' power 
       couplings.
       A : Sebulba! Ka pa me cheespa wata! 
       (Here comes Sebulba in record time.)

QUI-GON, PADME, SHMI, and JAR JAR yell for joy as ANAKIN 
passes. JAR JAR is very nervous and pounds on the back of 
his alien neighbor, FANTA. 

                   JAR JAR
       What gooie-on?

                   FANTA
       Bug off.

Lap two. SEBULBA and the pack race past the main arena. The 
crowd stands and YELLS as the Podracers scream off into the 
distance. QUI-GON and PADME look worried.

                   JAR JAR
       He musta crash-ud.

                   PADME
       Here he comes!

EXT. MOS ESPA - ARENA - PIT AREA - DAY (FX)

ARTOO lets out an excited whistle, as KITSTER yells.

THREEPIO : He has to complete two more circuits? Oh dear!

EXT. MOS ESPA - RACETRACK - DAY (FX)

Sure enough, coming around the bend is ANAKIN, quickly gaining 
on the pack.

The two-headed announcer describes the action. The crowd 
goes wild.

                   FODE/BEED (O.S.)
       B : It looks like Skywalker is moving 
       up through the field. He's in...
       A : Steeth pa nagoola! 
       (Sixth place, not bad.)

ANAKIN continues to gain on the pack. Tension for SHMI and 
PADME is unbearable.

ODY stops in the pits. Droids work on his engines. DUM-4 
stands in front of the engine and is sucked in, causing the 
engine to die. DUM-4 is spit out the back of the engine, 
very bent up. The engine lets out one final wheeze, then 
EXPLODES in a puff of smoke.

                   FODE/BEED (O.S.)
       A : Ody Mandrell! Coona wa wunda 
       dunko!
       (Ody Mandrell into the pits for some 
       attention.)
        

                   ODY
       Droids!

TERTER is getting close to SEBULBA, who purposely breaks a 
small part off his Pod, sending it into Terter's engine, 
causing him to veer into ANAKIN, and unhooks one of the main 
straps on Anakin's engines that links the Pod to his engines.  
ANAKIN struggles to keep control of the little Pod. It whips 
about wildly.

As the Pod swings near the broken engine strap, ANAKIN grabs 
for it.

Finally, he catches the strap and manages to unhook it to 
the Pod.

SEBULBA cuts the engine of OBITOKI with his side exhaust, 
and the racer crashes with a cloud of dust. A THIRD RACER, 
HABBA, flie into the cloud of dust and crashes into OBITOKI. 
ANAKIN rounds a corner and heads into the cloud of smoke. He 
hits a part of one of the engines but regains control.

                   FODE/BEED (O.S.)
       B :At the start of the third and 
       final lap, Sebulba is in the lead, 
       closely followed by Skywalker...

ANAKIN finally catches up with SEBULBA, and runs neck and 
neck over the rough terrain. JAR JAR, QUI-GON, SHMI, and 
PADME all SCREAM s ANAKIN comes through the arena. The lights 
in the tower indicate that this is the third and last lap. 
WATTO begins to worry.

SEBULBA uses his side exhaust port to try to cut through 
Anakin's engines.

ANAKIN manages to avoid having his engine disabled but is 
forced off course.

                   FODE/BEED (O.S.)
       B : Skywalker is forced onto the 
       service ramp!
       A : Oh noah!

On a tight corner, ANAKIN dives to the inside and takes the 
lead.

                   FODE/BEED (O.S.)
       B : Amazing... a controlled thrust 
       and he's back on course! What a move!

SEBULBA is furious. He stay's right on Anakin's tail, crowding 
him and pushing him through the turns.

SEBULBA pushes ANAKIN harder, and the young boy has a 
difficult time keeping control. One of the parts on Anakin's 
engines begins to shake loose. ANAKIN sees it and switches 
over to an auxiliary system. While he is trying to accomplish 
this maneuver, SEBULBA races past him.

ANAKIN tries to get around SEBULBA, to no avail. Every move 
ANAKIN makes, SEBULBA is able to block.

Finally, ANAKIN fakes a move into the inside as he usually 
does, then tries to go around SEBULBA on the outside. They 
race sid by side down the final stretch of the track.

                   FODE/BEED (O.S.)
       B : He's catching Sebulba.
       A : Inkabunga. 
       (Incredible!)

SEBULBA veers toward ANAKIN and bangs into his Pod. He crashes 
into ANAKIN over and over. The young boy struggles to maintain 
control as the steering rods on the two Pods become hooked 
together. SEBULBA laughs at ANAKIN.

                   FODE/BEED (O.S.)
       B : That little human being is out 
       of his mind.
       A : Punda tah punda! 
       (They're neck and neck!)
       B : They're side by side!
       A : Bongo du bongu! 
       (Shoulder to shoulder!)

As they head for the final stretch, ANAKIN fights to unlock 
the steering rods by trying to pull away from SEBULBA. The 
strain on the steering rod is tremendous. Suddenly, ANAKIN's 
steering arm breaks, and his Pos starts spinning.

The release of tension sends SEBULBA into an ancient statue. 
One engine EXPLODES, then the other.  SEBULBA skids through 
the fire-balls, blackened, but unhurt. He slides to a smoking 
stop, gets out of his racer, and throws what's left of a 
shifter arm on the ground. Suddenly he realizes his pants 
are on fire, and he struggles to put them out.  ANAKIN flies 
through the EXPLOSION as the crowd stands, CHERRING.  PADME 
and JAR JAR jump up and down with excitment, PADME screaming 
for joy. ARTOO and KITSTER whistle hysterically. QUI-GON and 
SHMI smile. ANAKIN races over the finish line, the winner.

INT. MOS ESPA - ARENA ANNOUNCERS BOX - DAY (FX)

The two-headed announcer excitedly calls the finish.

                   FODE/BEED
       B : It's Skywalker! The crowd are 
       going nuts! Oh Ah Oh Ah (rock head 
       in tandem with partner)

EXT. MOS ESPA - ARENA - DAY

As ANAKIN stops the Podracer, KISTER turns up, and they 
embrace. Hundreds of SPECTATORS join them and put ANAKIN on 
their shoulders, marching off, CHEERING AND CHANTING. Darth 
Maul's PROBE DROIDS move through the crowd.

INT. MOS ESPA - ARENA - PRIVATE BOX - DAY

Several ALIENS leave Watto's box, laughing and counting their 
money. WATTO sees QUI-GON standing in the doorway.

                   WATTO
       You! You swindled me! You knew the 
       boy was going to win! Somehow you 
       knew it! I lost everything.

WATTO flies up to QUI-GON and puts his face right up against 
QUI-GON's.

QUI-GON simply smiles.

                   QUI-GON
       Whenever you gamble, my freind, 
       eventually you'll lose. Bring the 
       parts to the main hanger. I'll come 
       by your shop later so you can release 
       the boy.  

                   WATTO
       You can't have him! It wasn't a fair 
       bet!

                   QUI-GON
       Would you like to discuss it with 
       the Hutts...I'm sure they can settle 
       this.

                   WATTO
       No, no! I want no more of your tricks! 
       Take him!

The SITH PROBE DROID watches with great interest.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

The Main Hanger is almost deserted as RACERS depart.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

JAR JAR gives ANAKIN a great hug, then PADME gives him a 
hug, then SHMI.

                   ANAKIN
       Ah, gee...enough of this...

                   SHMI
       It's so wonderful, Annie. You have 
       brought hope to those who have none. 
       I'm so very proud of you...

                   PADME
       We owe you everything.

                   ANAKIN
       Just feeling this good was worth it.

In the background, QUI-GON has harnessed the EOPIES to 
containers full of parts.

                   QUI-GON
       Padme. Jar Jar, let's go, we've got 
       to get these parts back to the ship.

The GROUP walks over to QUI-GON and the EOPIES.

PADME climbs on behind QUI-GON. JAR JAR swings up onto the 
second EOPIE, only to slwly slide off the other side. ARTOO 
whistles. ANAKIN and SHMI wave as they ride off.

                   QUI-GON
       I'll return the eopies by midday.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

ARTOO cruises ahead of QUI-GON and PADME, who are riding one 
of the EOPIES; JAR JAR ridses the other. They stop in front 
of the sleek Naboo spacecraft.

OBI-WAN comes out of the ship and joins them.

                   QUI-GON
       Start getting this hyperdrive 
       generator installed. I'm going 
       back...some unfinished business. I 
       won't be long.

                   OBI-WAN
       Why do I sense we've picked up another 
       pathetic life form...?

                   QUI-GON
       It's the boy who's responsible for 
       getting those parts.

On a hill far overlooking the Naboo spacecraft, the SITH 
PROBE DROID turns and speeds away.

EXT. TATOOINE - STREET - SLAVE QUARTERS - DAY

ANAKIN and A GREEDO are rolling around on the floor, fighting. 
About A DOZEN OR SO KIDS are standing around them, yelling.  
Suddenly, a long shadow is cast over the TWO BOYS; they stop 
fighting and look up. QUI-GOMN is towering above them. KITSTER 
is with them.

                   QUI-GON
       What's this?  

                   ANAKIN
       He said I cheated.

                   QUI-GON
       Did you?

                   ANAKIN
       No!

                   QUI-GON
       Do you still think he cheated?

                   GREEDO
       Yes.

                   QUI-GON
       Well, Annie. You know the truth... 
       You will have to tolerate his opinion, 
       fighting won't change it.

QUI-GON moves off down the street. Anakin follows. The GREEDO 
wanders over to WALD who has been watching the goings-on.

                   WALD
       Keep this up, Greedo, and you're 
       gonna come to a bad end.

Farther down the street QUI-GON and ANAKIN head toward 
Anakin's hovel.

QUI-GON takes a handful of credits from beneath his poncho 
and hands them to the boy.

                   QUI-GON
       These are yours. We sold the Pod.

                   ANAKIN
            (suddenly beaming))
       Yes!

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

SHMI is cleaning up as ANAKIN bursts through the door, 
followed by QUI-GON.

                   ANAKIN
       Mom, he sold the Pod. Look at all 
       the money we have!

ANAKIN pulls a bag of coins out of his pocket.

                   SHMI
       Oh, my goodness, That's wonderful.

                   QUI-GON
       And Anakin has been freed.

                   ANAKIN
       What?!?

                   QUI-GON
       You're no longer a slave.

ANAKIN jumps for joy! SHMI is stunned.

                   ANAKIN
       Did you hear that, Mom? 
            (to Qui-Gon)
       Was that part of the prize, or what?

                   QUI-GON
       Let's just say Watto has learned an 
       important lesson about gambling.

                   SHMI
       Now you can make your dreams come 
       true, Annie. You're free! 
            (turns to Qui-Gon)
       Will you take him with you? Is he to 
       become a Jedi?

                   QUI-GON
       Our meeting was not a coincidence. 
       Nothing happens by accident.
            (to Anakin)
       You are strong with the Force, but 
       you may not be accepted by the Coucil.

                   ANAKIN
       A Jedi! Mighty blasters, you mean I 
       get to go with you in your starship 
       and everything?!

QUI-GON kneels down to the boy.

                   QUI-GON
       Anakin, training to be a Jedi will 
       not be a easy challenge. And if you 
       succeed, it will be a hard life.

                   ANAKIN
       But it's what I want. What I've always 
       dreamed about. Can I go, Mom?!

                   QUI-GON
       This path has been placed for you, 
       Annie; the choice to take it is yours 
       alone.

ANAKIN thinks, looks to his mother, then to QUI-GON.

                   ANAKIN
       I want to go.

                   QUI-GON
       Then, pack your things. We haven't 
       much time.

                   ANAKIN
       Yipee!!

ANAKIN hugs his mom and starts for the other room, then stops. 
SHMI and QUI-GON give each other a knowing look. ANAKIN has 
realized something.

                   ANAKIN
       What about Mom? Is she free too? 
       You're coming, aren't you, Mom

                   QUI-GON
       I tried to free your mother, Annie, 
       but Watto wouldn't have it.

                   ANAKIN
       But the money from selling...

                   QUI-GON
       It's not nearly enough.

SHMI comes over to her son and sits next to him. Taking both 
of his hands in hers, she draws him close.

                   SHMI
       Son, my place is here. My future is 
       here. It is time for you to let go... 
       to let go of me. I cannot go with 
       you.

                   ANAKIN
       I want to stay with you. I don't 
       want things to change.

                   SHMI
       You can't stop change any more than 
       you can stop the suns from setting. 
       Listen to your feelings; Annie, you 
       know what's right.

ANAKIN takes a deep breath, drops his head. QUI-GON and SHMI 
exchange a look of concern.  When ANAKIN raises up, there 
are tears in his eyes.

                   ANAKIN
       I'm going to miss you so much, Mom...

                   SHMI
       I love you, Annie... now hurry.

ANAKIN and SHMI hug. ANAKIN runs into the other room.

                   SHMI
       Thank you.

                   QUI-GON
       I will watch after him. You have my 
       word. Will you be all right?

                   SHMI
       He was in my life for such a short 
       time.

INT. ANAKIN'S HOVEL - SECOND ROOM - DAY

ANAKIN has thrown the last of his things in a small backpack. 
As he leaves, he stops and pushes the button that wakes his 
droid up. THREEPIO stares at him blankly.

                   ANAKIN
       Well, Threepio, I'm free...and I'm 
       going away...in a starship...

                   THREEPIO
       Master, Annie, you are my maker, and 
       I wish you well. Although I'd like 
       it better if I were a little less 
       naked.

                   ANAKIN
       I'm sorry I wasn't able to finish 
       you, Threepio... give you coverings 
       and all... I'm going to miss working 
       on you. You've been a great pal. 
       I'll make sure Mom doesn't sell you 
       or anything. Bye.

THREEPIO stares at ANAKIN as he rushes out of the room.

                   THREEPIO
       Sell me?!?

EXT. MOS ESPA - STREET - SLAVE QUARTERS - DAY

KITSTER runs up to ANAKIN as he and QUI-GON exit Anakin's 
hovel. SHMI stands in the doorway. ANAKIN pulls a handful of 
coins out of his pocket and gives them to KITSTER.

                   KITSTER
       There are so many of us who want you 
       to stay, Annie... You're a hero.

                   ANAKIN
       I... 
            (looks to Shmi)
       I... have to go.

QUI-GON has moved a short way down the street.

                   KITSTER
       Well.  

                   ANAKIN
        Well.

                   KITSTER
       Thank's for every moment you've been 
       here. You're my best friend.

                   ANAKIN
       I won't forget.

ANAKIN hugs KITSTER and runs toward QUI-GON, then stops to 
look back at his mother standing in the doorway. He turns 
back to QUI-GON, then turns and runs back to his mother.

                   ANAKIN
            (starting to cry)
       I can't do it, Mom. I just can't.

SHMI hugs ANAKIN. QUI-GON watches from the distance. She 
kneels down and looks him in the face.

                   SHMI
       Annie, remember when you climbed the 
       great dune in order to chase the 
       Banthas away so they wouldn't be 
       shot... Remember how you collapses 
       several times, exhausted thinking 
       you couldn't do it?

ANAKIN shakes his head.

                   SHMI
       This is one of those times when you 
       have to do something you don't think 
       you can do. I know how strong you 
       are, Annie. I know you can do this...

                   ANAKIN
       Will I ever see you again?

                   SHMI
       What does your heart tell you?

                   ANAKIN
       I hope so...yes...I guess.

                   SHMI
       Then we will see each other again.

                   ANAKIN
       I.. will become a Jedi and I will 
       come back and free you, Mom... I 
       promise.

                   SHMI
       No matter where you are, my love 
       will be with you. Now be brave, and 
       don't look back... don't look back.

                   ANAKIN
       I love you so much.

SHMI hugs ANAKIN, then turns him around so he is facing QUI-
GON, and off he marches, like the brave little trooper that 
he is. He marches right past QUI-GON, starring right ahead, 
tears in his eyes, determined not to look back.

EXT. TATOOINE - DESERT MESA - DAY

The PROBE DROID beeps and whistles to DARTH MAUL. The SITH 
LORD gets on a speeder bike and follows the PROBE DROID into 
Mos Espa.

EXT. MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and QUI-GON exit WATTO'S and stop before JIRA'S fruit 
stand. ANAKIN hands JIRA some coins.

                   ANAKIN
       I've been freed, and I'm going away. 
       Buy yourself a cooling unit with 
       this... Otherwise I'll worry about 
       you.

JIRA is astonished. She stares, not knowing what to say.

                   JIRA
       Can I give you a hug? 

                   ANAKIN
       Sure.

She gives him a hug.

                   JIRA
       I'll miss you, Annie... there isn't 
       a kinder boy in the galaxy. You be 
       careful...

ANAKIN runs to join QUI-GON, who has already started down 
the street. As they walk along together, QUI-GON notices 
something out of the corner of his eye.  Suddenly, without 
breaking his stride, he ignites his laser sword, swing around, 
and lunges forward and cuts a lurking PROBE DROID in half. 
QUI-GON inspects the sparking and fizzing DROID.

                   ANAKIN
       What is it?

                   QUI-GON
       Probe droid. Very unusual... not 
       like anything I've seen before.

Come on.

QUI-GON and ANAKIN start running.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and ANAKIN run toward the Naboo spacecraft. ANAKIN 
is having a hard time keeping up.

                   ANAKIN
       Master Qui-Gon,sir, wait!

QUI-GON turns to answer and sees a DARK-CLOAKED FIGURE bearing 
down on a speeder bike.

                   QUI-GON
       Anakin, drop!

ANAKIN drops to the ground just as DARTH MAUL sweeps over 
him. DARTH MAUL jumps off his speeder bike, and before he 
has hit the ground, the Sith Lord has swund a death blow 
with his laser sword that is barely blocked by QUI-GON.

ANAKIN picks himself up. The two galactic warriors, Sith and 
Jedi, are bashing each other with incredible blows. They 
move in a continual cloudof dust, smashing everything around 
them. This is a fierce fight. ANAKIN gets up, bewildered by 
the confrontation.

                   QUI-GON
       Annie, get to the ship! Take off! 
       Go! Go!

QUI-GON struggles to fend off the relentless onslaught as 
ANAKIN races to the ship.

INT. NABOO SPACECRAFT - HALLWAY

ANAKIN runs into the main hallway of the spaceship, where 
PADME and Capt. Panaka are working.

                   ANAKIN
       Qui-Gon's in trouble. He says to 
       take off...now!!

                   CAPT. PANAKA
       Who are you?

                   PADME
       He's a friend.

INT. NABOO SPACECRAFT - COCKPIT

Capt. Panaka, ANAKIN, and PADME rush into the cockpit where 
OBI-WAN and RIC OLIE are checking the hyperdrive.

                   CAPT. PANAKA
       Qui-Gon is in trouble, he says to 
       take off!

                   PILOT
       I don't see anything.

                   OBI-WAN
       Over there! Fly low!

In the distance is a small cloud of dust.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and DARTH MAUL continue theirsword battle. Leaping 
over one another in an incredible display of acrobatics, the 
two warrios hear the ship fly over them a few feet off the 
ground. QUI-GON almost dissapears for a moment.  Before DARTH 
MAUL knows what's happening, QUI-GON is on the spacecrat's 
ramp.

EXT. TATOOINE - NABOO SPACECRAFT RAMP - DAY

The SITH LORD immediately jumps onto the ramp after QUI-GON, 
but barely makes it. His heels hang over the edge of a forty-
foot drop. QUI-GON swings his laser sword with all his might 
and knocks DARTH AMUL off the ramp and onto the desert floor. 
The ramp closes, and the Naboo craft rockets away, leaving 
the Sith Lord standing alone.

EXT. SPACE - NABOO SPACECRAFT (FX)

The sleek spacecraft rockets away from the planet Tatooine.

INT. NABOO SPACECRAFT - HALLWAY

ANAKIN and OBI-WAN rush into the hallway to find QUI-GON 
collapsed on the floor opposite the entry.  ARTOO is looking 
over him. The JEDI is breathing hard, wet with sweat and 
covered in dirt.

                   ANAKIN
       Are you all right?

                   QUI-GON
       I think so... that was a surpirse I 
       wont soon forget.

                   OBI-WAN
       What was it?

                   QUI-GON
       I don't know... but he was well 
       trained in the Jedi arts. My guess 
       is he was after the Queen...

                   ANAKIN
       Do you think he'll follow us?

                   QUI-GON
       We'll be safe enough once we're in 
       hyperspace, but I have no doubt he 
       knows our destination.

                   ANAKIN
       What are we going to do about it?

OBI-WAN gives ANAKIN a "who are you?" look. ANAKIN returns 
an innocent stare.

                   QUI-GON
       We will be patient. Anakin Skywalker, 
       meet Obi-Wan Kenobi.

                   ANAKIN
       Pleased to meet you. Wow! You're a 
       Jedi too?

OBI-WAN gives the boy a skeptical look.

INT. COCKPIT - SPACE

RIC OLIE pulls back on the hyperdrive. OBI-WAN, QUI-GON, and 
ANAKIN watch.

                   QUI-GON
       Let's hope this hyperdrive works and 
       Watto didn't get the last laugh.

The stars streak outside the cockpit window.

EXT. SPACE - NABOO SPACECRAFT (FX)

The ship streaks into hyperspace.

EXT. THEED - STREET - NIGHT (FX)

SEVERAL FEDERATION DROIDS patrol a deserted city street. The 
Palace can be seen in the distance.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE sits in a strange, mechanical walking chair, which 
approaches SIO BIBBLE and SEVERAL OTHER NABOO OFFICIALS. 
RUNE follows a few paces behind.

DROID GUARDS surround SIO BIBBLE and THE OTHERS as FOUR 
COUNCIL MEMBERS watch.

                   NUTE
       When are you going to give up this 
       pointless strike? Your Queen is lost, 
       your people are starving, and you, 
       Governor, are going to die, much 
       sooner than your people, I'm afraid. 
       Take him away!

                   BIBBLE
       This invasion will gain you nothing. 
       We're a democracy. The people have 
       decided... They will not live under 
       your tyranny.

BIBBLE is taken away as OOM-9 approaches NUTE.

                   OOM-9
       My troops are in position to begin 
       searching the swamps for these rumored 
       underwater villages... they will not 
       stay hidden for long.

INT. NABOO SPACECRAFT - MAIN AREA

The ship is asleep. The lights are dim as PADME walks into 
the main room.

She goes to a monitor and watches the BIBBLE plea recording. 
JAR JAR is stretched out on the floor, snoring. ARTOO is to 
one side, cooing as he rests.

PADME appears tired. She senses someone watching her and 
turns around with a start. She sees ANAKIN sitting in the 
corner, shivering and looking verydejected. She goes over to 
him. He looks up at her with tears in his eyes. He is holding 
his arms to keep himself warm.

                   PADME
       Are you all right?

                   ANAKIN
       It's very cold.

PADME gives him her over-jacket.

                   PADME
       You're from a warm planet, Annie. 
       Too warm for my taste. Space is cold.

                   ANAKIN
       You seem sad.

                   PADME
       The Queen is...worried. Her people 
       are suffering...dying. She must 
       convince the Senate to intervene, 
       or...I'm not sure what will happen.

                   ANAKIN
       I'm...I'm not sure what's going to 
       happen to me. I dunno if I'll ever 
       see you again.. 
            (he pulls something 
            from his pocket)
       I made this for you. Sou you'd 
       remember me. I carved it out of a 
       japor snippet... It will bring you 
       good fortune.

ANAKIN hands a wooden pendant to PADME. She inspects it, 
then puts it around her neck.

                   PADME
       It's beautiful, but I don't need 
       this to remember you. Many things 
       will change when we reach the capital, 
       Annie. My caring for you will always 
       remain.

                   ANAKIN
       I care for you too. Only I...miss...

ANAKIN is disturbed about something. Tears are in his eyes.

                   PADME
       ...You miss your mother.

ANAKIN looks at her, unable to speak. She hugs him.

EXT. SPACE - PLANET CORUSCANT (FX)

MOVE with the ship as it heads toward Coruscant.

INT. CORUSCANT - CITYSCAPE - NABOO SPACECRAFT - DAY (FX)

The spacecraft dlies over the endlesscityscape of Coruscant, 
the capital of the galaxy.

INT. NABOO SPACECRAFT - COCKPIT

ANAKIN looks out the cockpit window in awe.

                   RIC OLIE
       Coruscant...the capital of the 
       Republic...the entire planet is one 
       big city.  

                   ANAKIN
       Wow! It's so huge!

INT. NABOO SPACECRAFT - DAY (FX)

The ship flies through the cityscape of Coruscant.

EXT. CORUSCANT - SENATE LANDING PLATFORM - DAY

Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR 
PALPATINE stand on a landing platform.

The sleek Naboo spacecraft lands on the platform high above 
the street level of the galactic capital. The ramp lowers. 
OBI-WAN, QUI-GON, JAR JAR and ANAKIN descend the ramp first 
and bow before PALPATINE and VALORUM.

Capt. Panaka, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE, 
EIRTAE, and MORE GUARDS descend the ramp. QUEEN AMIDALA stops 
before the group.

ANAKIN and JAR JAR stand to one side, looking at the huge 
city. PADME smiles at ANAKIN. PALPATINE bows before the Queen.

                   PALPATINE
       It is a great gift to see you alive, 
       Your Majesty. May I present Supreme 
       Chancellor Valorum.

                   VALORUM
       Welcome, Your Highness. It is an 
       honor to finally meet you in person. 
       I must relay to you how distressed 
       everyone is over the currant 
       situation. I've called for a special 
       session of the Senate to hear your 
       position.

                   AMIDALA
       I am grateful for your concern, 
       Chancellor.

PALPATINE starts to lead QUEEN AMIDALA and her RETINUE off 
the platform toward a waiting air taxi.

                   PALPATINE
       There is a question of precedure, 
       but I feel confident we can overcome 
       it...

JAR JAR and ANAKIN start to follow, then stop, noticing that 
OBI-WAN and QUI-GON are staying with the SUPREME CHANCELLOR. 
QUEEN AMIDALA waves to the duo to follow her.  ANAKIN looks 
back to QUI-GON, and he nods to go ahead.

ANAKIN and JAR JAR join the QUEEN, PALPATINE, PADME, RABE 
and EIRTAE in the taxi. PALPATINE gives the Gungan and the 
boy in the back of the taxi a skeptical look. JAR JAR leans 
over to ANAKIN.

                   JAR JAR
       Da Queens- a bein grossly nice, mesa 
       tinks.
            (he looks around)
       Pitty hot!

VALORUM and the JEDI watch the taxi move off into the city.

                   QUI-GON
       I must speak with the Jei Council 
       immediately, Your Honor. The situation 
       has become more complicated.

INT. PALPATINE'S QUARTERS - ANTEROOM - DAY

QUEEN AMIDALA is sitting listening to PALPATINE. EIRTAE and 
RABE stand behind the QUEEN; PADME is nowhere to be sen. 
ANAKIN and JAR JAR are waiting in an adjoining room. They 
can see the Queen but cannot hear what is being said.

                   JAR JAR
       Dissen all pitty odd to my.

                   ANAKIN
       Don't look at me. I don't know what's 
       going on.

Capt. Panaka enters, then goes into the room with QUEEN 
AMIDALA.

INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

PALPATINE is pacing as Capt. Panaka enters. EIRTAE and RABE 
stand to one side.

                   PALPATINE
       ...the Republic is not what it once 
       was. The Senate is full of greedy, 
       squabbling delegates who are only 
       looking out for themselves and their 
       home sytems.  There is no interest 
       in the common good...no civility, 
       only politics...its disgusting. I 
       must be frank, Your Majesty, there 
       is little chance the Senate will act 
       on the invasion.

                   AMIDALA
       Chancellor Valorum seems to think 
       there is hope.

                   PALPATINE
       If I may say so, Your Majesty, the 
       Chancellor has little real power...he 
       is mired down by baseless accusations 
       of corruption. A manufactured scandal 
       surrounds him. The bureaucrats are 
       in charge now.

                   AMIDALA
       What options do we have?

                   PALPATINE
       Our best choice would be to push for 
       the election of a stronger Supreme 
       Chancellor. One who will take control 
       of the bureaucrats, enforces the 
       laws, and give us justice. You could 
       call for a vote of no confidence in 
       Chancellor Valorum.

                   AMIDALA
       He has been our strongest supporter. 
       Is there any other way?

                   PALPATINE
       Our only other choice would to be to 
       submit a plea to the courts...

                   AMIDALA
       There's no time for that. The courts 
       take even longer to decide things 
       than the Senate. Our people are dying, 
       Senator...more and more each day. We 
       must do something quickly to stop 
       the Federation.

                   PALPATINE
       To be realistic, Your Highness, I'd 
       say we're going to have to accept 
       Federation control for the time being.

                   AMIDALA
       There is something I cannot do.

EXT. TEMPLE OF THE JEDI - DAY (FX)

A unique building with it tall spires stands out against the 
Coruscant skyline. A small transport passes by the vast 
temple.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY

QUI-GON stands in a tall stately room. Twelve JEDI sit in a 
semi-circle.  OBI-WAN stands behind QUI-GON in the center of 
the room.

The Senior Jedi is MACE WINDU. To his left is an alien Jedi 
named KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

                   QUI-GON
       ...my only conclusion can be that it 
       was a Sith Lord.

                   MACE WINDU
       A Sith Lord?!?

                   KI-ADI
       Impossible! The Sith have been extinct 
       for a millenium.

                   YODA
       The very Republic is threatened, if 
       involved the Sith are.

                   MACE WINDU
       I do not believe they could have 
       returned without us knowing.

                   YODA
       Hard to see, the dark side is. 
       Discover who this assassin is, we 
       must.

                   KI-ADI
       I sense he will reveal himself again.

                   MACE WINDU
       This attack was with purpose, that 
       is clear, and I agree the Queen is 
       the target.

                   YODA
       With this Naboo queen you must stay, 
       Qui-Gon. Protect her.

                   MACE WINDU
       We will use all our resources here 
       to unravel this mystery and discover 
       the identity of your attacker... May 
       the Force be with you.

                   YODA
       May the Force be with you.

OBI-WAN turns to leave, but QUI-GON continues to face the 
Council.

                   YODA
       Master Qui-Gon more to say have you?

                   QUI-GON
       With your permission, my Master. I 
       have encountered a vergence in the 
       Force.

                   YODA
       A vergence, you say?

                   MACE WINDU
       Located around a person?

                   QUI-GON
       A boy... his cells have the highest 
       concentration of midi-chlorians I 
       have seen in a life form. It is 
       possible he was conceived by the 
       midi-chlorians.

                   MACE WINDU
       You're referring to the prophesy of 
       the one who will bring balance to 
       the Force...you believe it's this 
       boy??

                   QUI-GON
       I don't pressume...

                   YODA
       But you do! Rrevealed your opinion 
       is.

                   QUI-GON
       I request the boy be tested.

The JEDI all look to one another. They nod and turn back to 
OBI-WAN and QUI-GON.

                   YODA
       Trained as a Jedi, you request for 
       him?

                   QUI-GON
       Finding him was the will of the 
       Force...I have no doubt of that.

There is too much happening here...

                   MACE WINDU
       Bring him before us, then.

                   YODA
       Tested he will be.

INT. QUEENS QUARTERS - CORUSCANT - DAY 

Anakin, tentative, walks down one of the long hallways in 
Senator Palpatine's quarters. He stops before a dor that is 
flanked by TWO GUARDS.

                   GUARD
       May I help you, son?  

                   ANAKIN
       I'm...I'm looking for the handmaiden, 
       Padme.

The GUARD speaks into his comlink as ANAKIN looks around a 
bit nervously.

                   GUARD
       The boy is here to see Padme.

                   RABE
       Send him in.

The doors open, and ANAKIN enters the Queen's quarters.

RABE greets ANAKIN as TWO OTHER HANDMAIDENS come and go into 
the next room.

                   ANAKIN
       I'd like to speak with Padme, if I 
       could.

                   RABE
       I'm sorry, Annie. Padme is not here 
       right now.

The Queen speaks out in the next room.

                   AMIDALA (O.S.)
       Who is it?

                   RABE
       Anakin Skywalker, to see Padme, Your 
       Highness.

The QUEEN moves into the doorway and studies ANAKIN. ANAKIN 
bows and looks down, then takes a peek at her.

                   AMIDALA
       I've sent Padme on an errand.

                   ANAKIN
       I'm going to the Jedi temple to start 
       my training, I hope.

The QUEEN just stares at him.

                   ANAKIN
       I may not see her again... and... I 
       just wanted to say goodbye.

                   AMIDALA
       We will tell her for you. We're sure 
       her heart goes with you.

ANAKIN bows again.

                   ANAKIN
       Thank you, Your Highness. I'm sorry 
       to have disturbed you.

The QUEEN dissapears behind the doorway, and ANAKIN exits.

EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX)

A large, distinctive looking domed building stands out amid 
the cityscape of Coruscant.

INT. MAIN ROTUNDA - GALACTIC SENATE - DAY

The Senate chambers are huge. Thousands of SENATORS and their 
AIDES sit in the circular assembly area. CHANCELLOR VALORUM 
sits in an elevated area in the center. Hindreds of AIDES 
and DROIDS hurry about. SENATOR PALPATINE, QUEEN AMIDALA, 
EIRTA, RABE, and Capt. Panaka sit in the Naboo congressional 
box, which is actually a floating platform. PALPATINE leans 
over to the QUEEN.

                   PALPATINE
       If the Federation moves to defer the 
       motion...Your Majesty, Ibeg of you 
       to ask for a resolution to end this 
       congressional session.  

                   AMIDALA
       I wish I had your confidence in this, 
       Senator.

                   PALPATINE
       You must force a new election for 
       Supreme Chancellor... I promise you 
       there are many who will support us... 
       it is our best chance... Your Majesty, 
       our only, chance.

                   AMIDALA
       You truely believe Chancellor Valorum 
       will not bring our motion to a vote?

                   PALPATINE
       He is distracted...he is afraid. He 
       will be of no help.

                   VALORUM
       The Chair recognizes the Senator 
       from the sovereign system of Naboo.

The Naboo congressional box floats into the center.

                   PALPATINE
       Supreme Chancellor, delegates of the 
       Senate. A tragedy has occured on our 
       peaceful system of Naboo. We have 
       become caugt in a dispute you're all 
       well aware of, which began right 
       here with the taxation of trade 
       routes, and has now engulfed our 
       entire planet in the oppresion of 
       the Trade Federation.

A second box rushes into the center of the Senate. It is 
filled with Federation trade barons led by LOTT DOD, the 
Senator for the Federation.

                   LOTT DOD
       This is outrageous! I object to the 
       Senator's statements!

                   VALORUM
       The Chair does not recognize the 
       Senator from the Trade Federation at 
       this time. Please return to your 
       station.

LOTT DOD reluctantly moves back to his place.

                   PALPATINE
       To state our allegations, I present 
       Queen Amidala, the recently elected 
       ruler of Naboo, to speak on our 
       behalf.

QUEEN AMIDALA stands and addresses the assembly. There is 
some applause.

                   AMIDALA
       Honorable representatives of the 
       Republic, distinguished delegates, 
       and Your Honor Supreme Chancellor 
       Valorum, I come to you under the 
       gravest of circumstances. The Naboo 
       system has been invaded by force.
       Invaded...against all the laws of 
       the Republic by the Droid Armies of 
       the Trade...

                   LOTT DOD
       I object! There is no proof. This is 
       incredible. We recommend a commision 
       be sent to Naboo to assertain the 
       truth.

                   VALORUM
       Overruled.

                   LOTT DOD
       Your Honor, you cannot allow us to 
       be condemned without reasonable 
       observation. It's against all the 
       rules of procedure.

A third box representing Malastare moves into the center of 
the room. AKS MOE, the Ambassador, addresses the convention.

                   AKS MOE
       The Congress of Malastare concurs 
       with the honorable delegate from the 
       Trade Federation. A commision must 
       be appointed...that is the law.  

                   VALORUM
       The point...

VALORUM confers with several of his AIDES and VICE CHAIRMAN 
MAS AMEDDA.

PALPATINE whispers something to the QUEEN.

                   PALPATINE
       Enter the bureaucrats, the true rulers 
       of the Republic, and on the payroll 
       of the Trade Federation, I might 
       add. This is where Chancellor 
       Valorum's strength will dissapear.

                   VALORUM
       The point is conceded...Section 523A 
       take precedence here. Queen Amidala 
       of the Naboo, will you defer your 
       motion to allow a commission to 
       explore the validity of your 
       accusations?

QUEEN AMIDALA is angry but remains composed.

                   AMIDALA
            (angrily)
       I will not defer... I have come before 
       you to resolve this attack on our 
       sovereignty now.  I was not elected 
       to watch my people suffer and die 
       while you discuss this invasion in a 
       committee. If this body is not capable 
       of action, I suggest new leadership 
       is needed. I move for a "vote of no 
       confidence"...in Chancellor Valorum's 
       leadership.

                   VALORUM
       What?...No!

This causes a great stir in the assembly. A loud mumur 
cresendos into a roar of approval and jeers. CHANCELLOR 
VALORUM is stunned and stands speechless. His Vice Chair, 
MAS AMEDDA, takes over.

                   MAS AMEDDA
       Order! We shall have order...

Things settledown a little. The Federation box settles next 
to AMIDALA.

PRINCE BAIL ORGANA moves his box into the arena.

                   BAIL ORGANA
       Alderaan seconds the motion for a 
       vote of no confidence in Chancellor 
       Valorum.

                   MAS AMEDDA
       The motion has been seconded by Bail 
       Organa of Alderaan.

MAS AMEDDA turns to the confused VALORUM, and whispers 
something to him.

                   BAIL ORGANA
       There must be no delays. The motion 
       is on the floor and must be voted 
       upon in this session.

                   LOTT DOD
       The Trade Federation moves the motion 
       be sent to the procedures committee 
       for study.

The assembly begins to chant. VALORUM talks to MAS AMEDDA.

                   ASSEMBLY
       Vote now! Vote now! Vote now!

PALPATINE stands next to AMIDALA.

                   PALPATINE
       You see, Your Majaesty, the tide is 
       with us... Valorum will be voted 
       out, I assure you, and they will 
       elect in a new Chancellor, a strong 
       Chancellor, one who will not let our 
       tragedy continue...  

                   MAS AMEDDA
       The Supreme Chancellor requests a 
       recess. Tomorrow we will begin the 
       vote.

The Federation delegation is furious. VALORUM turns to 
PALPATINE.

                   VALORUM
       Palpatine, I thought you were my 
       ally...my friend. You have betrayed 
       me! How could you do this?

EXT. PALACE OF THE JEDI - BALCONY - SUNSET

OBI-WAN and QUI-GON stand outside the palace on a balcony.

                   OBI-WAN
       The boy will not pass the Council's 
       tests, Master, and you know it. He 
       is far too old.

                   QUI-GON
       Anakin will become A Jedi... I promise 
       you.

                   OBI-WAN
       Don't defy the Council, Master..not 
       again.

                   QUI-GON
       I will do what I must.

                   OBI-WAN
       Master, you could be sitting on the 
       Council by now if you would just 
       follow the code. They will not go 
       along with you this time.

                   QUI-GON
       You still have much to learn, my 
       young apprentice.

INT. PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET

ANAKIN stands before the TWELVE JEDI. MACE WINDU holds a 
small hand-held viewing screen. In rapid succession, images 
flash across the screen.

                   ANAKIN
       A ship...a cup...a speeder.

MACE WINDU turns the viewing screen off and nods toward YODA.

                   YODA
       Good, good, young one. How feel you?

                   ANAKIN
       Cold, sir.

                   YODA
       Afraid are you?

                   ANAKIN
       No, sir.

                   MACE WINDU
       Afraid to give up your life?

                   ANAKIN
       I don't think so.

ANAKIN hesitates for a moment.

                   YODA
       See through you, we can.

                   MACE WINDU
       Be mindful of your feelings...

                   KI-ADI
       YOur thoughts dwell on your mother.

                   ANAKIN
       I miss her.

                   YODA
       Afraid to lose her..I think.

                   ANAKIN
            (a little angry)
       What's that got to do with anything?

                   YODA
       Eveything. Fear is the path to the 
       dark side... fear leads to anger... 
       anger leads to hate.. hate leads to 
       suffering.

                   ANAKIN
            (angrily)
       I am not afraid!

                   YODA
       A Jedi must have the deepest 
       commitment, the most serious mind. I 
       sense much fear in you.

                   ANAKIN
            (quietly)
       I am not afraid.

                   YODA
       Then continue, we will.

INT. PALPATINES QUARTERS - SUNSET

QUEEN AMIDALA is standing, staring out the window, with JAR 
JAR. The lights of the city shimmer before them. EIRTAE and 
SABE stand near the door. JAR JAR turns to face the QUEEN 
and sees her sadness.

                   JAR JAR
       Mesa wonder why da guds invent pain?

                   AMIDALA
       To motivate us, I imagine...

                   JAR JAR
       Yousa tinken yousa people ganna die?

                   AMIDALA
       I don't know.

                   JAR JAR
       Gungans ganna get pasted too, eh?

                   AMIDALA
       I hope not.

                   JAR JAR
       Gungans do die'n without a fight.... 
       wesa warriors. Wesa gotta grand army. 
       Dat why you no liken us, metinks.

PALPATINE and Capt. Panaka rush into the rom and bow before 
the QUEEN.

                   CAPT. PANAKA
       Your Highness, Senator Palpatine has 
       been nominated to succeed Valorum as 
       Supreme Chancellor.  

                   PALPATINE
       A surprise, to be sure, but a welcome 
       one. I promise, Your Majesty, if I 
       am elected, I will bring democracy 
       back to the Republic. I will put an 
       end to corruption.  The Trade 
       Fedreation will lose its influence 
       over the bureaucrats, and our people 
       will be freed.

                   AMIDALA
       Who else can be nominated?

                   CAPT. PANAKA
       Bail Antilles of Alderaan and Ainlee 
       Teem of Malastare.

                   PALPATINE
       I feel confident...our "situation" 
       will create a strong sympaphy vote 
       for us... I will be Chancellor, I 
       promise you.

                   AMIDALA
       I fear by the time you have control 
       of the bureaucrats, Senator, there 
       will be nothing left of our cities, 
       our people, our way of life...

                   PALPATINE
       I understand your concern, Your 
       Majesty; unfortunately, the Federation 
       has possession of our planet. The 
       law is in their favor.

                   AMIDALA
       With the Senate in transition, there 
       is nothing more I can do 
       here...Senator, this is your arena. 
       I feel I must return to mine. I have 
       decided to go back to Naboo. My place 
       is with my people.

                   PALPATINE
       Go back!! But, Your Majesty, be 
       realistic! You would be in danger. 
       They will force you to sign the 
       treaty.

                   AMIDALA
       I will sign no treaty, Senator. My 
       fate will be no different from that 
       of our people. Captain!

                   CAPT. PANAKA
       Yes, Your Highness?

                   AMIDALA
       Ready my ship!

                   CAPT. PANAKA
       Please, Your Majesty, stay 
       here...where it's safe.

                   AMIDALA
       No place is safe, if the Senate 
       doesn't condemn this invasion. It is 
       clear to me now that the Republic no 
       longer functions as a democracy. If 
       you win the election, Senator, I 
       know you will do everything possible 
       to stop the Federation. I pray you 
       will bring sanity and compassion 
       back to the Senate.

AMIDALA and her RETINUE exit the room. PALPATINE has a self-
satisfied smile on his face.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT

ANAKIN, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS 
OF THE JEDI COUNCIL.

                   YODA
       ...Correct you were, Qui-Gon.

                   MACE WINDU
       His cells contain a high concentration 
       of midi-chlorians.

                   KI-ADI
       The Force is strong with him.

                   QUI-GON
       He's to be trained, then.

The COUNCIL MEMBERS look to one another.

                   MACE WINDU
       No. He will not be trained.

ANAKIN is crestfallen; tears begin to form in his eyes.

                   QUI-GON
       No??!!

OBI-WAN smiles.

                   MACE WINDU
       He is too old. There is already too 
       much anger in him.  

                   QUI-GON
       He is the chosen one...you must see 
       it.

                   YODA
       Clouded, this boy's future is. Masked 
       by his youth.

                   QUI-GON
       I will train him, then. I take Anakin 
       as my Padawan learner.

OBI-WAN reacts with surprise. ANAKIN watches with interest.

                   YODA
       An apprentice, you have, Qui-Gon. 
       Impossible, to take on a second.

                   MACE WINDU
       We forbid it.

                   QUI-GON
       Obi-Wan is ready...

                   OBI-WAN
       I am ready to face the trials.

                   YODA
       Ready so early, are you? What know 
       you of ready?

ANAKIN watches as QUI-GON and OBI-WAN exchange angry looks.

                   QUI-GON
       Headstrong....and he has much to 
       learn about the living Force, but he 
       is capabe. There is little more he 
       will learn from me.

                   YODA
       Our own council we will keep on who 
       is ready. More to learn, he has...

                   MACE WINDU
       Now is not the time for this...the 
       Senate is voting for a new Spreme 
       Chancellor. Queen Amidala is returning 
       home, which will put pressure on the 
       Federation, and could widen the 
       confrontation.

                   YODA
       And draw out the Queen's attacker.

                   KI-ADI
       Events are moving fast...too fast.

                   MACE WINDU
       Go with the Queen to Naboo and 
       discover the identity of the dark 
       warrior.  That is the clue we need 
       to unravel this mystery of the Sith.

                   YODA
       Young Skywalker's fate will be decided 
       later.

                   QUI-GON
       I brought Anakin here; he must stay 
       in my charge. He has nowhere else to 
       go.

                   MACE WINDU
       He is your ward, Qui-Gon...we will 
       not dispute that.

                   YODA
       Train him not. Take him with you, 
       but train him not!

                   MACE WINDU
       Protect the Queen, but do not 
       intercede if it comes to war until 
       we have the Senate's approval.

                   YODA
       May the Force be with you.

OBI-WAN, QUI-GON, and ANAKIN leave.

EXT. CORUSCANT - SENATE LANDING PLATFORM - NIGHT

QUI-GON, OBI-WAN, and ANAKIN stand on the landing platform 
outside the ship. ARTOO whistles a happy tune as he leans 
over the edge of the platform, watching the traffic. Suddenly, 
he leans over too far and falls overboard. After a moment, 
he reappears, using his on-board jets to propel himself back 
onto the landing platform. The wind whips at ANAKIN as he 
listens to the JEDI.

                   OBI-WAN
       It is not disrespect, Master, it is 
       the truth.  

                   QUI-GON
       From your point of view....

                   OBI-WAN
       The boy is dangerous...they all sense 
       it. Why can't you?

                   QUI-GON
       His fate is uncertain, not dangerous. 
       The Council will decide Anakin's 
       future...that should be enough for 
       you. Now get on board!

OBI-WAN reluctantly boards the Naboo spacecraft followed by 
ARTOO. QUI-GON goes over to ANAKIN.

                   ANAKIN
       Master Qui-Gon, sir, I do not wish 
       to be a problem.

                   QUI-GON
       You won't be, Annie....I'm not allowed 
       to train you, so I want you to watch 
       me and be mindful...always remember, 
       your focus determines your reality. 
       Stay close to me and you will be 
       safe.

                   ANAKIN
       Master, sir... I've been wondering... 
       what are midi-chlorians?

                   QUI-GON
       Midi-chlorians are a microcopic 
       lifeform that reside within all living 
       cells and communicates with the Force.

                   ANAKIN
       They live inside of me?

                   QUI-GON
       In your cells. We are symbionts with 
       the midi-chlorians.

                   ANAKIN
       Symbionts?

                   QUI-GON
       Life forms living together for mutual 
       advantage. Without the midi-chlorians, 
       life could not exist, and we would 
       have no knowledge of the Force. They 
       continually speak to you, telling 
       you the will of the Force.

                   ANAKIN
       They do??

                   QUI-GON
       When you learn to quiet your mind, 
       you will hear them speaking to you.

                   ANAKIN
       I don't understand.

                   QUI-GON
       With time and training, Annie...you 
       will.

Two taxis pull up, and Capt. Panaka, SENATOR PALPATINE, TWENTY 
OR SO TROOPS, GUARDS, and OFFICERS walk briskly toward the 
ship, followed by QUEEN AMIDALA, PADME, EIRTAE, and finally, 
JAR JAR. AMIDALA and her HANDMAIDENS stop before the JEDI.

                   QUI-GON
       Your Highness, it is our pleasure to 
       continue to serve and protect you.

                   AMIDALA
       I welcome your help. Senator Palpatine 
       fears the Federation means to destroy 
       me.

                   QUI-GON
       I promise you, I will not let that 
       happen.

AMIDALA enters the ship, followed by her HANDMAIDENS. JAR 
JAR hugs QUI-GON and ANAKIN.

                   JAR JAR
       Wesa goen home!

They ALL move onto the ship. The ship takes off.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

                   DARTH SIDIOUS
       The Queen is on her way to you. I 
       regret she is of no further use to 
       us. When she gets there, destroy 
       her.  

                   NUTE
       Yes, my Lord.

                   DARTH SIDIOUS
       Viceroy, is the planet secure?

                   NUTE
       Yes, my Lord, we have taken over the 
       last pockets of primitive life forms.  
       We are in complete control of the 
       planet now.

                   DARTH SIDIOUS
       Good. I will see to it that in the 
       Senate, things stay as they are.  I 
       am sending Darth Maul to join you. 
       He will deal with the Jedi.

                   NUTE
       Yes, my Lord.

DARTH SIDIOUS fades off.

                   RUNE
       A Sith lord here with us?!!

INT. SPACE - NABOO SPACECRAFT COCKPIT

ANAKIN stands next to the PILOT, RIC OLIE, pointing to various 
buttons and gauges.

                   ANAKIN
       ...and that one?

                   RIC OLIE
       The forward stabalizer.

                   ANAKIN
       And those control the pitch?

                   RIC OLIE
       You catch on pretty quick.

INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS

SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with 
QUI-GON and Capt. Panaka. OBI-WAN and JAR JAR watch.

                   CAPT. PANAKA
       The moment we land the Federation 
       will arrest you, and force you to 
       sign the treaty.

                   QUI-GON
       I agree... I'm not sure what you 
       hope to accomplish by this.

                   AMIDALA
       I'm going to take back what's ours.

                   CAPT. PANAKA
       There are only twelve of us, Your 
       Highness....we have no army.

                   QUI-GON
       I cannot fight a war for you, Your 
       Highness, only protect you.

                   AMIDALA
       Jar Jar Binks!

JAR JAR looks around, puzzled.

                   JAR JAR
       Mesa, Your Highness?

                   AMIDALA
       Yes. I need your help.

INT. NABOO CRUISER COCKPIT - DAY

The Naboo Cruiser heads toward the lush green planet. There 
is only one Federation battle cruiser orbiting. OBI-WAN and 
Capt. Panaka spot it on the view screen.

                   PANAKA
       The blockade's gone.

                   OBI-WAN
       The war's over...No need for it now.

                   RIC OLIE
       I have one battleship on my scope.

                   OBI-WAN
       A droid control ship.

                   PANAKA
       They've probably spotted us.

                   OBI-WAN
       We haven't much time.

INT. NABOO SPACECRAFT - MAIN HOLD

The QUEEN, Capt. Panaka, TROOPS, and HANDMAIDENS get ready 
to disembark as the ship alnds. The elevator door slides 
open, and ANAKIN emerges into the hold area.  He see PADME 
and run up to her.

                   ANAKIN
       Hi! Where have you been?  

                   PADME
       Annie! What are you doing here?

                   ANAKIN
       I'm with Qui-Gon... but... they're 
       not going to let me be a Jedi.  I'm 
       too old.

                   PADME
       This is going to be dangerous, Annie.

                   ANAKIN
       Is it? I can help... Where are we 
       going?

                   PADME
       To war, I'm afraid. The Queen has 
       had to make the most difficuld 
       decision of her life. She doesn't 
       believe in fighting, Annie. We are a 
       peaceful people...

                   ANAKIN
       I want to help...I'm glad you're 
       back.

ANAKIN smiles. PADME smiles back.

EXT. NABOO SWAMP - DAY

The Naboo spacecraft has landed in the Gungan swamp. TROOPS 
unload the ships in the background as OBI-WAN approaches QUI-
GON.

                   OBI-WAN
       Jar Jar is on his way to the Gungan 
       city, Master.

QUI-GON's thoughts are elsewhere.

                   QUI-GON
       Good.

OBI-WAN and QUI-GON stand silently for a moment.

                   OBI-WAN
       Do you think the Queen's idea will 
       work?

                   QUI-GON
       The Gungans will not easily be swayed, 
       and we cannot use our power to help 
       her.

                   OBI-WAN
       I'm... I'm sorry for my behavior, 
       Master. It is not my place to disagree 
       with you about the boy. I am grateful 
       you think I am ready for the trials.

QUI-GON looks at him for a long moment.

                   QUI-GON
       You have been a good apprentice. You 
       are much wiser than I am, Obi-Wan.  
       I foresee you will become a great 
       Jedi Knight.

EXT. NABOO SWAMP - UNDERWATER - DAY (FX)

JAR JAR swims down into Bubble City.

INT. OTOH GUNGA - CITY SQUARE

JAR JAR enters the main square of the bubble city. He stands, 
stunned, in amazement and fear. He is nervous and shaking.

                   JAR JAR
       Ello! Where das everybody?

The plaza is empty. He notices that many of the buildings 
are shot up as if there had been a battle of some kind.

EXT. NABOO SWAMP LAKE - DAY

JAR JAR exits the swamp lake and walks over to QUEEN AMIDALA, 
Capt. Panaka, OBI-WAN, and QUI-GON. PADME, EIRTAE, RABE, 
ANAKIN, and ARTOO, FOUR PILOTS, and EIGHT GUARDS stand in 
the background near the starship.

                   JAR JAR
       Dare-sa nobody dare. All gone. Some 
       kinda fight, I tink. Sorry, no 
       Gungas...no Gungas.  

                   CAPT. PANAKA
       Do you think they have been taken to 
       camps?

                   OBI-WAN
       More likely they were wiped out.

                   JAR JAR
       No... mesa no tink so. Gungan hiden. 
       When in trouble, go to sacred place. 
       Mackineeks no find them dare.

                   QUI-GON
       Do you know where they are?

EXT. NABOO SWAMP - DAY

The GROUP follows JAR JAR as he moves through the swamp. JAR 
JAR stops and sniffs the air. The GROUP stop behind him.

                   JAR JAR
       Dissen it.

JAR JAR makes a strange chattering noise. Suddenly, out of 
nowhere, CAPTAIN TARPALS and SIX OTHER GUNGAN TROOPS riding 
on KAADUS emerge from the brush.

                   JAR JAR
       Heyo-dalee, Captain Tarpals.

                   CAPT. TARPALS
       Binks!! Noah gain!

                   JAR JAR
       We comen to see da boss.

CAPTIAN TARPALS rolls his eyes.

                   CAPT. TARPALS
       Ouch time, Binks... Ouch time for 
       all-n youse.

EXT. NABOO SACRED TEMPLE RUINS - DAY

JAR JAR, QUEEN AMIDALA, ANAKIN, ARTOO, QUI-GON, OBI-WAN, 
PADME, RABE,

EIRTAE, and the rest of her group are led through a clearing 
full of GUNGAN refugees.  At the far end are the ruins of a 
grand temple with massive carved heads. BOSS NASS and several 
other COUNCIL MEMBERS walk out on the top of a three-quarter-
submerged head.

                   BOSS NASS
       Jar Jar, yousa payen dis time. Who's 
       da uss-en others??

QUEEN AMIDALA steps forward. Capt. Panaka and the JEDI stand 
behind her.

                   AMIDALA
       I am Queen Amidala of the Naboo...I 
       come before you in peace.

                   BOSS NASS
       Naboo biggen. Yousa bringen da 
       Mackineeks... Dya busten uss-en omm. 
       Yousa all bombad. Yousa all die'n, 
       mesa tink.

Capt. Panaka and HALF A DOZEN GUARDS and PILOTS look around 
nervously, and the GUNGAN TROOPS lower their long power poles. 
The JEDI stay relaxed.

ANAKIN watches everything with great interest.

                   AMIDALA
       We wish to form an alliance...

Suddenly, PADME steps forward.

                   PADME
       Your Honor...

ARTOO whistles a quiet "uh oh."

                   BOSS NASS
       Whosa dis?

                   PADME
       I am Queen Amidala 
            (points to Queen)
       This is my decoy... my protection... 
       my loyal bodyguard.

ANAKIN is stunned. OBI-WAN and QUI-GON give each other a 
knowing look.

                   PADME
       ...I am sorry for my deception, but 
       under the circumstances it has become 
       necessary to protect myself. Although 
       we do not always agree, Your Honor, 
       our two great societies have always 
       lived in peace...until now. The Trade 
       Federation has destroyed all that we 
       have worked so hard to build. You 
       are in hiding, my people are in camps. 
       If we do not act quickly, all will 
       be lost forever...I ask you to help 
       us...no, I beg you to help us.

PADME drops to her knees and prostrates herself before BOSS 
NASS. There is a gasp from Capt. Panaka, HIS TROOPS, and the 
HANDMAIDENS.

                   PADME
       We are your humble servants...our 
       fate is in your hands.

Slowly, Capt. Panaka and his TROOPS bow down before the GUNGAN 
COUNCIL.  Then the HANDMAIDENS, ANAKIN, and finally the JEDI. 
The GUNGANS are puzzled by this. BOSS NASS begins to laugh.

                   BOSS NASS
       Yousa no tinken yousa greater den da 
       Gungans.. Mesa like dis.  Maybe wesa 
       bein friends.

INT. NABOO PALACE - THRONE ROOM - DAY

NUTE, RUNE, and DARTH MAUL walk with a hologram of DARTH 
SIDIOUS.

                   NUTE
       ...we've sent out patrols. We've 
       already located their starship in 
       the swamp... It won't be long, My 
       Lord.

                   DARTH SIDIOUS
       This is an unexpected move for her.  
       It's too aggresive... Lord Maul, be 
       mindful.

                   DARTH MAUL
       Yes, my Master.

                   DARTH SIDIOUS
       Be patient... Let them make the first 
       move.

EXT. NABOO EDGE OF SWAMP/ GRASS PLAINS - DAY

A GUNGAN SENTRY sits on top of the ancient temple heah, 
searching the landscape with a pair of electrobinoculars. He 
sees something and yells down to ANAKIN at the foot of the 
statue.

                   GUNGAN LOOKOUT
       Daza comen!

                   ANAKIN
       All right. They're here!

ANAKIN yells and runs over to PADME and the JEDI, who are 
discussing a battle plan with FIVE GUNGAN GENERALS. SABE and 
EIRTAE stand nearby. BOSS NASS puts his arm around JAR JAR.

                   BOSS NASS
       Yousa doen grand. Jar Jar bringen da 
       Naboo together.

                   JAR JAR
       Oh, no, no, no...

                   BOSS NASS
       So, wesa maken yousa Bombad General.

                   JAR JAR
       General??! Oh, no..

JAR JAR's eyes roll back, his tongue flops out and he faints.

FOUR SPEEDERS pull up to the GROUP. Capt. Panaka and a DOZEN 
OR SO GUARDS and PILOT pile out and join the group.

                   PADME
       What is the situation?  

                   CAPT. PANAKA
       Almost everyone's in camps. A few 
       hundred police and guards have formed 
       an underground movement. I brought 
       as many of the keaders as I could. 
       The Federation Army's also much larger 
       than we thought, and much stronger. 
       Your Highness, this is a battle I do 
       not think we can win.

                   PADME
       The battle is a diversion. The Gungans 
       must draw the Droid Army away from 
       the cities. We can enter the city 
       using the secret passages on the 
       waterfall side.  Once we get to the 
       main entrance, Capt. Panaka will 
       create a diversion, so that we can 
       enter the palace and capture the 
       Viceroy.
       Without the Viceroy, they will be 
       lost and confused.

QUI-GON and OBI-WAN look on with interest.

                   PADME
       What do you think, Master Jedi?

                   QUI-GON
       The Viceroy will be well guarded.

                   CAPT. PANAKA
       The difficulty's getting into the 
       throne room. Once we're inside, we 
       shouldn't have a problem.

                   QUI-GON
       There is a possibility with this 
       diversion many Gungans will be killed.

                   BOSS NASS
       Wesa ready to do are-sa part.

JAR JAR smiles a very worried and sheepish grin. ANAKIN 
watches with interest, as does ARTOO.

                   PADME
       We have a plan which should immobilize 
       the Droid Army. We will send what 
       pilots we have to knock out the Droid 
       control ship which is orbiting the 
       planet. If we can get past their 
       rayshields, we can sever communication 
       and their droids will be helpless.

                   QUI-GON
       A well-conceived plan. However, 
       there's great risk. The weapons on 
       your fighters may not penetrate the 
       shields on the control ship.

                   OBI-WAN
       And there's an even bigger danger. 
       If the Vicroy escapes, Your Highness, 
       he will return with another droid 
       army.

                   PADME
       That is why we must not fail to get 
       to the Viceroy. Everything depends 
       on it.

INT. THEED - PALACE - THRONE ROOM - DAY

NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS 
walk through the throne room.

                   DARTH SIDIOUS
       ...she is more foolish than I thought.  

                   NUTE
       We are sending all available troops 
       to meet this army of hers assembling 
       near the swamp. It appears to be 
       made up of primitives. We do not 
       expect much resistance.

                   OOM-9
       I am increasing security at all Naboo 
       detention camps.

                   DARTH MAUL
       I feel there is more to this, My 
       Master. The two Jedi may be using 
       the Queen for their own purposes.

                   DARTH SIDIOUS
       The Jedi cannot become involved. 
       They can only protect the Queen. 
       Even Qui-Gon Jinn will not break 
       that conenant.... This will work to 
       our advantage...

                   NUTE
       I have your approval to proceed then, 
       My Lord.

                   DARTH SIDIOUS
       Proceed. Wipe them put...all of them. 

INT. NABOO SWAMP LAKE - DAY (FX)

All is peaceful. SMALL CRITTERS drink out of a large swamp 
lake. Suddenly there is a disturbance in the middle of the 
lake. A rush of bubbles, then a GUNGAN SOLDIER riding a KAADU 
emerges from the water, followed by SEVERAL OTHERS. FROGS 
and OTHER LITTLE ANIMALS flee in all directions as the GUNGAN 
ARMY marches through the swamp. The KAADU shake themselves 
off as they exit the lake. When JAR JAR's KAADU shakes off, 
JAR JAR falls off.

SOLDIERS on huge, lizard-like FAMBAAS with large shield 
generators mounted on their backs follow the marching 
WARRIORS. The GUNGAN ARMY heads out of the swamp and onto 
the rolling grassy hills.

HUNDREDS OF GUNGAN WARRIORS march in lon lines toward the 
horizon.

Federation tanks move up to a ridge and stop. In the distance 
they see the GUNGAN ARMY marching toward them. The GUNGAN 
GENERAL CEEL sees the tanks on the ridge and orders a halt. 
The GUNGANS are spread out in a large line.

JAR JAR is nervous. GENERAL CEEL signals to the shield 
operators.

                   GENERAL CEEL
       Energize the shields.

A red ray shoots out of the generator and blasts into a large 
dish on the back of a second FAAMBA and spreads like an 
umbrella over the assembled WARRIORS.

EXT. THEED - CENTRAL PLAZA - DAY

PADME, followed by EIRTAE, OBI-WAN, QUI-GON, ANAKIN, and 
ARTOO, stealthily makes her way toward the entrance to the 
main hanger. They are followed by about TWENTY NABOO GUARDS, 
PILOTS, and TROOPS.  They stop, and PADME uses a small red 
laser light to signal across the plaza to Capt. Panaka, RABE 
and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back. 
QUI-GON leans over to ANAKIN.

                   QUI-GON
       Once we get inside, Annie, you find 
       a safe placeto hide and stay there.  

                   ANAKIN
       Sure.

                   QUI-GON
       And stay there!

DROID TROOPS mill about the tank-filled plaza. At the far 
end of the plaza, SEVERAL DROIDS begin to run and fire. NABOO 
SOLDIERS begin to fire back at the BATTLE DROIDS.

As the ruckus erupts at one end of the plaza, PADME and her 
TROOPS rush into the main hanger. Capt. Panaka and HIS 
SOLDIERS continue to engage the DROIDS outside.

INT. THEED - CENTRAL HANGER - DAY

ALARMS ARE SOUNDING a PADME, the JEDI, ANAKIN, EIRTAE, and 
PADME's TROOPS rush into the hanger. BATTLE DROIDS begin 
firing at them as they run for cover. ANAKIN runs under a 
Naboo fighter. The JEDI deflect bolts aimed at PADME back 
onto the BATTLE DROIDS, causing them to EXPLODE.

INT. THEED - PALACE THRONE ROOM - DAY

NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle 
on a large view screen.

                   NUTE
       I thought the battle was going to 
       take place far from here...this is 
       too close!

                   RUNE
       What is going on?

DARTH MAUL enters the throne room.

                   DARTH MAUL
       I told you there was more to this... 
       the Jedi are involved.

EXT. NABOO GRASS PLAINS - DAY (FX)

The Federation tanks begin to fire on the GUNGANS, but they 
are protected by their energy shield.  The tanks stop firing, 
and the GUNGANS CHEER, until they see the doors to the massive 
transports open, and racks of BATTLE DROIDS are pulled out 
and lined up by a squad of STAPS.

The BATTLE DROIDS reconfigure into their standing position. 
The GUNGANS get ready for an attack. OOM-9 gives the command 
to move forward, and THOUSANDS OF DROIDS march toward the 
GUNGANS.

The GUNGANS power up their weapons. The DROIDS slowly march 
through the protective shield and start firing.  The GUNGANS 
throw their power poles and fling small balls of energy with 
slingshots.  The WARRIORS dump large balls of energy into 
mortars that heat up and fire the energy goo onto the BATTLE 
DROIDS, causing them to short out.

The battle rages and the GUNGANS defend their shield 
generators against the ARMY OF DROIDS. OOM-9 watches from a 
tank on a hill overlooking the battle.

INT. THEED - CENTRAL HANGER - DAY

ANAKIN hides behind one of the Naboo fighters, ducking as 
large bolts whiz past and EXPLODE near him. PADME and the 
TWO JEDI destroy BATTLE DROIDS right and left. The QUEEN'S 
TROOPS and EIRTAE also blast away at the DROIDS. PADME signals 
to her pilots.

                   PADME
       Get to your ships!

The PILOTS and ARTOO UNITS run for the Naboo fighter craft 
stacked in the hanger bay. ONE OF THE PILOTS jumps into a 
fighter right above where ANAKIN is hiding.

                   FIGHTER PILOT
       Better find a new hiding place, kid. 
       I'm taking this ship.

The ship begins to levitate out of the hanger. BATTLE DROIDS 
fire at it as it falls in behind five other fighters. ARTOO 
whistles to ANAKIN from a second fighter not far away. ANAKIN 
runs and jumps into the second fighter to hide.

EXT. THEED - CENTRAL PLAZA - DAY (FX)

Two Naboo starfighters exit the main hanger. A tank fires at 
them, hitting one of them, which causes it to pinwheel into 
the ground and EXPLODE.

INT. THEED - CENTRAL HANGER - DAY

Capt. Panaka, SABE and NABOO TROOPS rush into the hanger and 
overwlm the few remaining BATTLE DROIDS. PADME, OBI-WAN, and 
QUI-GON join forces with Capt. Panaka.

                   PADME
       My guess is the Viceroy is in the 
       throne room.

She looks to QUI-GON.

                   QUI-GON
       I agree.

They start to head for the exit, on the way passing the 
fighter where ANAKIN is hiding. ARTOO whistles a greeting as 
ANAKIN peeps out of the cockpit.

                   ANAKIN
        Hey! Wait for me.  

                   QUI-GON
       No, Annie, you stay there. Stay right 
       where you are.

                   ANAKIN
       But, I...

                   QUI-GON
       Stay in that cockpit.

They head for the exit. As they are about to go through the 
door, suddenly everyone scatters, revealing DARTH MAUL 
standing in the doorway. Capt. Panaka, PADME, and HER TROOPS 
back away. QUI-GON and OBI-WAN step forward.

                   QUI-GON
       We'll handle this...

The TWO JEDI take off their capes and ignite their laser 
swords. DARTH MAUL takes off his cape, and ignites his laser 
sword. Both ends of the sword light up.

At the far end of the hanger, SIX WHEEL DROIDS roll in and 
transform into their battle position.  ARTOO calls ANAKIN's 
attention to the DROIDS.  The JEDI begin to fight the Sith 
Lord.

                   ANAKIN
       Oh, no...

The DROIDS begin to advance and start firing on PADME and 
HER TROOPS.

                   ANAKIN
       We gotta do something, Artoo.

ARTOO whistles a reply. Suddenly, the ship's systems go on, 
and the ship begins to levitate.

                   ANAKIN
       All right, thanks Artoo! Great idea! 
       I'll take over.  Let's see...

ANAKIN steers the ship toward the DROIDS. He pushes a button, 
and the ship begins to shake.

                   ANAKIN
       Where's the trigger? Oops, wrong 
       one.. Maybe this one....

ANAKIN pushes a second button, and the lasers begin to fire, 
wiping out several DESTROYER DROIDS. ARTOO whistles a cheer.

                   ANAKIN
       Yeah, all right. "Droid blaster." 
       Yeah!

The JEDI are engaged in a fierce sword fight with DARTH MAUL. 
They have moved into the center of the hanger. While the 
WHEEL DROIDS are momentarily distracted by ANAKIN, Capt. 
Panaka, PADME, and HER TROOPS exit into a palace hallway.

The WHEEL DROIDS start firing at ANAKIN. There are EXPLOSIONS 
all around him.

                   ANAKIN
       Oops...shield up! Always on the 
       right...shields always on the right.

ANAKIN flips several switches, and the after-burner ignites.

                   ANAKIN
       I know we're moving. I'll shut the 
       energy drive down.

The fighter rockets out of the hanger. ARTOO and ANAKIN hold 
on for dear life.

                   ANAKIN
       Oops!! Wrong one.

ARTOO beeps.

                   ANAKIN
       I'm not doing anything!

ARTOO beeps.

                   ANAKIN
       I know...I didn't push anything.

The SITH LORD's moves are incredible. He is fighting the TWO 
JEDI at once, flipping into the air, outmaneuvering them at 
every turn.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The Naboo fleet leaves the planet and heads toward the space 
station.

                   RIC OLIE
       Bravo Flight A, take on the fighters. 
       Flight B, make the run on the 
       transmitter.  

                   BRAVO TWO
       Roger, Bravo Leader.

The fleet approaches the space station. Many Federation 
fighters exit the hangers and attack.

                   RIC OLIE
       Enemy fighters straight ahead!

EXT. NABOO GRASS PALINS - DAY

JAR JAR's clumsiness works for him in the battle. He gets 
caught up in the wiring of a blasted DROID, dragging the 
torso around with him, the DROID's gun firing randomly, 
accidently blasting SEVERAL DROIDS in one process.

OOM-9 decides to send in the WHEEL DROIDS and gives the 
signal.  HUNDREDS OF WHEEL DROIDS roll out of the transports 
and head down toward the battle.

They slowly roll through the deflector shields, then transform 
themselves once they get on the other side. The GUNGANS blast 
the WHEEL DROIDS with energy balls. The DESTROYER DROIDS 
blast many GUNGANS.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

A giant dogfight ensues. ANAKIN's fighter flies into space 
above Naboo.

ARTOO beeps a worried concern.

                   ANAKIN
       The Autopilot is searching for what 
       other ships?

ARTOO beeps and whistles.

                   ANAKIN
       There is no manual override, Artoo. 
       You'll have to rewire it or something.

ARTOO chirps that he's trying.

                   ANAKIN
       Look! There they are! That's where 
       the autopilot is taking us.

ANAKIN's fighter flies toward the Federation Battleship.

INT. THEED - CENTRAL HANGER - DAY

The SITH LORD drives the JEDI out of the hanger and nto the 
power generator area next door.

INT. THEED - POWER GENERATOR PIT - DAY

Three swords are crossed in an intense display of 
swordmanship. The JEDI and the SITH LORD fight their way 
across the narrow bridge of the Theed power generator. DARTH 
MAUL jumps onto the bridge above them. The JEDI follow, one 
in front of the SITH LORD and one behind. They continue their 
sword fight.

INT. THEED - PALACE - HALLWAY - DAY

PADME, Capt. Panaka, EIRTAE, SABE and THIER TROOPS are trapped 
in a hallway by BATTLE DROIDS.

                   PADME
       We don't have time for this, Captain.  

                   CAPT. PANAKA
       Let's try the outside stairway.

Capt. Panaka blasts a hole in the window, and they make their 
way outside the building onto a ledge about six stories above 
a raging waterfall.  SABE, EIRTAE and about TWENTY NABOO 
SOLDIERS stay in the hallway to hold off the BATTLE DROIDS.

EXT. THEED - PALACE - OVER WATERFALL - DAY

PADME, Capt. Panaka, and about TEN OTHER NABOO SOLDIERS are 
lined up along the edge. They have pulled small attachments 
out of their pistols and fire at a ledge about four stories 
above them. Thin cables shoot out of the pistols and are 
embedded into the ledge. PADME, Capt. Panaka, and the OTHERS 
begin to climb up the wall.

EXT. NABOO GRASS PLAINS DAY

The GUNGAN ARMY is no match for the DESTROYER DROIDS. JAR 
JAR tries to run from the BATTLE DROIDS.

                   GENERAL CEEL
       Retreat! Retreat!

The GUNGANS begin to turn and run, on foot, on their kaadu, 
and in wagons.

JAR JAR attempts to escape on a wagon of energy balls but 
only manages to unhitch the back gate, causing all of the 
energy balls to roll out of the wagon and down the hill. JAR 
JAR scrambles to avoid being hit by one of the balls. FOUR 
DESTROYER DROIDS aren't so lucky. They get blasted by the 
energy balls.

The GUNGANS renew their attack on the DROID ARMY. JAR JAR's 
bumbling destroys several more DESTROYER DROIDS.

INT. NABOO STARFIGHTER - COCKPIT -SPACE

ANAKIN finds himself in the middle of the space battle. A 
ship explodes behind him (over his left shoulder).

                   ANAKIN
       Whoo, boy! This is tense!

He looks forward to see enemy ships approaching head on.

                   ANAKIN
       Oops! Artoo, get us off Autopilot!

ARTOO screams a reply.

                   ANAKIN
       I've got control?

ANAKIN fips switches.

                   ANAKIN
       Okay, let's go left!

He moves the controls left and the ship responds, turning 
left.

                   ANAKIN
       Yes...I've got control. You did it, 
       Artoo!

ARTOO beeps

                   ANAKIN
       Go back!?! Qui-Gon told me to stay 
       in this cockpit and that's what I'm 
       gonna do. Now c'mon!

An enemy fighter comes into his sights. ANAKIN pushes the 
controls and instead of firing, his fighter accelerates past 
the enemy ship.

                   ANAKIN
       Oops! Whoa!

Now the enemy ship is on his tail. He tries evasive 
maneauvers.

                   ANAKIN
       I'll try spinning, that's a good 
       trick.

ANAKIN rolls the ship as ARTOO screams desperately.

                   ANAKIN
       I know we're in trouble! Hang on! 
       The way out of this mess is the way 
       we got into it.

ARTOO beeps a reply.

                   ANAKIN
       Which one? This one?

ANAKIN yanks on the reverse thrusters and the ship slows 
instantly- the enemy fighter shoots past and explodes against 
the space station.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The SQUADRON attacks the space station.

                   RIC OLIE
       Bravo flight...go for the central 
       bridge.  

                   BRAVO TWO
       Roger, Bravo Leader.

The attack is fruitless.

                   RIC OLIE
       Their deflector shield is too strong. 
       We'll never get through it.

Meanwhile, ANAKIN is being chased by another fighter. ARTOO 
shrieks.

                   ANAKIN
       I know, Artoo! This isn't Podracing!

The enemy ship fires and hits ANAKIN's fighter, sending it 
into a spin.

ARTOO screams.

                   ANAKIN
       We're hit!

ANAKIN regains control as his ship enters the space station 
hanger.

                   ANAKIN
       Great gobs of bantha poo-doo!

ANAKIN's ship dodges parked transport ships and other 
obstacles. A huge bulkhead blocks his way. ARTOO beeps.

                   ANAKIN
       I'm trying to stop! I'm trying to 
       stop! Whoa!

ANAKIN hits the reverse thrusters and the ship skids to a 
stop on the hanger deck. ARTOO givesout a worried whistle.

                   ANAKIN
       All right! All right! Get the system 
       started!

ANAKIN ducks down to adjust a control panel.

                   ANAKIN
       Everything's overheated. All the 
       lights are red.

ARTOO sees DROIDS appraoching, and beeps frantically.

INT. THEED - POWER GENERATOR PIT - DAY

The laser sword battle continues on the small catwalk around 
the vast power pit. DARTH MAUL kicks OBI-WAN off one of the 
ramps and he falls several levels. QUI-GON knocks the DARK 
LORD off another ramp, and he lands hard on a ramp two levels 
below. QUI-GON jumps down after him. The DARK LORD backs 
away along the catwalk into a small door. QUI-GON follows as 
OBI-WAN runs to catch up.

INT. THEED - POWER GENERATOR ELECRIC BEAM - HALLWAY

The SITH LORD, followed by QUI-GON, enters a long hallway 
filled with a series of deadly rays that go on and off in a 
pulsing pattern that shoots down the corridor every minute 
or so. DARTH MAUL makes it down several walls of deadly rays 
before they close. QUI-GON is one wall away from the DARK 
LORD. OBI-WAN is just starting into it and is five walls way 
from DARTH MAUL.

The JEDI must wait until the next pulse to advance down the 
corridor.

OBI-WAN is impatient and paces, waiting for the wall of rays 
to open.

QUI-GON sits and meditates. The SITH LORD tries to patch up 
his wounds.

INT. THEED - PALACE - HALLWAY TO THRONE ROOM

A window in the hallway blasts apart. PADME, Capt. Panaka, 
and HER SOLDIERS climb into the hallway. They head for the 
door to the throne roo.

Suddenly, two DESTROYER DROIDS skitter in front of the door. 
PADME turns around and sees TWO MORE appear at the far end 
of the hallway, trapping them in the middle.

PADME throws down her pistol and turns to Capt. Panaka.

                   PADME
       Throw down your weapons. They win 
       this round.

                   CAPT. PANAKA
       But we can't....

                   PADME
       Captain, I said throw down your 
       weapons.

Capt. Panaka and HIS MEN throw down their weapons.

EXT. NABOO GRASS PLAINS - DAY

A DESTROYER DROID blasts one of the shield generators, causing 
it to EXPLODE. The protective shield begins to weaken and 
fall apart.OOM-9 sees the shield weaken and orders his tanks 
forward. The GUNGAN GENERAL signals a retreat as the tanks 
enter the battle.

The GUNGANS flee as fast as they can. JAR JAR is blown off 
his KAADU and lands on one of the tank guns. A GUNGAN WARRIOR 
signals JAR JAR to jump off. JAR JAR is afraid. The gun swings 
around trying to knock JAR JAR off.

JAR JAR hangs from the tank barrel as it moves along. Finally, 
he jumps onto a KAADU behind a GUNGAN WARRIOR. EXPLOSIONS 
from the tank fire are everywhere. It is chaos.

INT. THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY

The electric rays cycle as QUI-GON sits meditating. The wall 
of the deadly rays turn away, and OBI-WAN starts running 
toward QUI-GON and the DARK LORD. When the wall between QUI-
GON and DARTH MAUL opens, QUI-GON is in a split second 
fighting the DARK LORD with a ferocity not seen before. They 
move into the area at the end of the corridor called the 
melting pit, a small area that is mostly made up of a deep 
hole.

The electron ray gates begin to close. OBI-WAN tries to make 
it to the melting pit but is caught one gate short. He slides 
to a stop just before he hits the deadly electron field.

QUI-GON and DARTH MAUL battle around the melting pit as a 
frustrated OBI-WAN watches.

DARTH MAUL cathces QUI-GON off guard. The SITH makes a quick 
move, bashes his lightsaber handle into QUI-GON's chin, and 
runs him through. QUI-GON slumps to the floor in a heap.

EXT. NABOO GRASS PLAINS - DAY

The GUNGANS have beeb overrun. Some flee into the hills, 
chased by BATTLE DROIDS on STAPS. Many OTHERS are herded 
into groups by BATTLE DROIDS and DESTROYER DROIDS.

JAR JAR and GENERAL CEEL are held in a small group with OTHER 
OFFICERS.

                   JAR JAR
       Dissa bad, berry bombad.

                   GENERAL CEEL
       Mesa hopen dissa working for da Queen.

INT. THED - PALACE THRONE ROOM - DAY

PADME, Capt. Panaka, and SIX OTHER OFFICERS are brought by 
TEN BATTLE DROIDS before NUTE and RUNE and FOUR NEIMOIDIAN 
COUNCIL MEMBERS.

                   NUTE
       Your little insurrection is at an 
       end, Your Highness. Time for you to 
       sign the treaty... and end this 
       pointless debate in the Senate.

SADBE dressed like the Queen appears in the doorway with 
SEVERAL TROOPS.

Several destroyed battle droids can be seen in the distance.

                   SABE
       I will not be signing any treaty, 
       Viceroy, because you've lost!

NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE 
yells at the TEN GUARDS in the room.

                   NUTE
       After her! This one is a decoy!

SIX OF THE DROIDS rush out of the throne room after SABE. 
NUTE turns to PADME.

                   NUTE
       Your Queen will not get away with 
       this.

PADME slumps down on her throne and immediately hits a 
security button that opens a panel in her desk opposite Capt. 
Panaka.  PADME grabs two pistols, tosses one of the to Capt. 
Panaka and one to an OFFICER. She takes a third pistol and 
BLASTS the last of the BATTLE DROIDS.

The OFFICERS rush to the door control panel as PADME hits 
the switch to close the door. The OFFICER at the door jams 
the controls. Capt. Panaka throws more pistols to the OTHER 
GUARDS. The NEIMODIANS are confused and afraid.

                   PADME
       Now, Viceroy, this is the end of 
       your occupation here.

                   NUTE
       Don't be absurd. There are too few 
       of you. It won't be long before 
       hundreds of destroyer droids break 
       in to rescue us.

INT. THEED - POWER GENERATOR - MELTING PIT

OBI-WAN screams as the pulsing electron gate opens, and the 
SITH LORD attacks him. The DARK LORD is relentless in his 
assault on the young JEDI.

OBI-WAN and DARTH MAUL use the Force to fling objects at 
each other as they fight. DARTH MAUL seems to have the upper 
hand as OBI-WAN grows weary.

DARTH MAUL catches OBI-WAN off guard, and the JEDI slips 
into a melting pit. He is barely able to hold onto a nozzle 
on the side of the pit. DARTH MAUL grin evilly at OBI-WAN as 
he kicks OBI-WAN's lightsaber down the endless shaft.

The SITH LORD smiles as he goes in for the kill. At the last 
moment, OBI-WAN jumps up out of the pit, calls QUI-GON's 
lightsaber to hi, throwing DARTH MAUL off. The young JEDI 
swings with a vengeance, cutting the SITH down. DARTH MAUL 
falls into the melting pit to his death.

OBI-WAN rushes over to QUI-GON, who is dying.

                   OBI-WAN
       Master! Master!

                   QUI-GON
       It is too late...It's...

                   OBI-WAN
       No!

                   QUI-GON
       Obi-Wan promise... promise me you'll 
       train the boy...

                   OBI-WAN
       Yes, Master...

                   QUI-GON
       He is the chosen one... he will... 
       bring balance... train him!

QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.

INT. NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

ANAKIN peeks over the edge of the cockpit to see BATTLE DROIDS 
surrounding the ship. He ducks back down.

                   ANAKIN
       Uh oh. This is not good.

He looks at the dashboard to see red lights.

                   ANAKIN
       The systems are still overheated, 
       Artoo.

The BATTLE DROID CAPTAIN walks up to the ship and sees ARTOO.

                   BATTLE DROID CAPTAIN
       Where's your pilot?

ARTOO beeps a reply.

                   BATTLE DROID CAPTAIN
       You're the pilot?

ARTOO whistles.

                   BATTLE DROID CAPTAIN
       Let me see your identification!

ANAKIN sees the dashboard lights go from red to green.

                   ANAKIN
       Yes...we have ignition.

He flips the switch and the engine starts.

                   BATTLE DROID CAPTAIN
            (seeing Anakin)
       You! Come out of there or we'll blast 
       you!

                   ANAKIN
       Not if I can help it! Shields up!

ANAKIN flips a switch and the ship levitates, knocking over 
the BATTLE DROID CAPTAIN. The OTHER DROIDS shoot, but the 
lasers are deflected by ANAKIN's shields. ARTOO beeeps.

                   ANAKIN
       his should stop them.

ANAKIN fires lasers as the ship begins to rotate.

                   ANAKIN
       ...and take this!

He presses a button and launches two torpedos which miss the 
DROIDS.

                   ANAKIN
       Darn...I missed!

The two torpedos fly down a hallway and explode inside the 
reactor room.

                   ANAKIN
       Let's get out of here!

ANAKIN's ship roars through the hanger deck, bouncing over 
the DROIDS.

                   ANAKIN
       Now, this is Podracing! Whoopee!

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW turns to CAPTAIN DOFINE.

                   TEY HOW
       Sir, we're losing power... There is 
       some problem with the main reactor...

                   DOFINE
       Impossible!! I don't...

The bridge explodes.

INT. NABOO FIGHTER - COCKPIT - SPACE

RIC OLIE watches in amazement as the Federation battleship 
starts to explode from the inside out.

                   BRAVO TWO
       What's that?? It's blowing up from 
       the inside.

                   RIC OLIE
       I don't know, we didn't hit it.

                   BRAVO THREE
       Look! One of ours! Outta the main 
       hold!!

EXT. NABOO GRASS PLAINS - DAY

Suddenly, all of the DROIDS begin to shake upside down, run 
around in circles, then stop. The GUNGANS carefully move out 
to inspect the FROZEN DROIDS. JAR JAR pushes one of the BATTLE 
DROIDS, and it falls over.

                   JAR JAR
       Wierdind...

EXT. THEED - CENTRAL HANGER - DAY

ANAKIN and ARTOO follow the squad of yellow Naboo starfighters 
into the main hanger.

INT. THEED - CENTRAL HANGER - DAY

RIC OLIE and the OTHER PILOTS gather around as they exit 
their ships.

                   BRAVO TWO
       He flew into the hold, behind the 
       deflector shield and blasted the 
       main reactor...  

                   BRAVO THREE
       Amazing... They don't teach that in 
       the academy.

ANAKIN's ship skids to a stop behind the other Naboo 
starfighters. RIC OLIE, BRAVO TWO, the OTHER PILOTS, and 
GROUND CREW rush to his ship.

                   RIC OLIE
       We're all accounted for. Who flew 
       that ship?

ANAKIN sheepishly opens the cockpit and stands up. All the 
PILOTS stare in amazement.

                   ANAKIN
       I'm not going to get into trouble, 
       am I?

ARTOO beeps. oh. oh.

INT. MAIN HANGER - COURTYARD - DAY

The large, grand cruiser of the Supreme Chancellor lands in 
the courtyard of the main hanger. Capt. Panaka and TWENTY 
TROOPS guard NUTE GUNRAY and RUNE HAAKO. OBI-WAN, the QUEEN, 
and her HANDMAIDENS stand before the NEIMOIDIANS.

                   PADME
       Now, Viceroy, you are going to have 
       to go back to the Senate and explain 
       all this.

                   CAPT. PANAKA
       I think you can kiss your Trade 
       franchise goodbye.

The main ramp of the cruiser is lowered as OBI-WAN and Capt. 
Panaka lead the VICEROY and HIS ASSISTANT toward the ship.  
The GRAND CHANCELLOR PALPATINE and SEVERAL REPUBLIC GUARDS 
descend the walkway, followed by YODA and SEVERAL OTHER JEDI 
MASTERS.

The CHANCELLOR PALPATINE is greeted by the QUEEN.

                   AMIDALA
       Congratulations on youer election, 
       Chancellor. It is so good to see you 
       again.

                   PALPATINE
       It's good to be home. Your boldness 
       has saved our people, Your Majesty. 
       It is you who should be congratulated. 
       Together we shall bring peace and 
       prosperity to the Republic.

OBI-WAN greets YODA and the OTHER JEDI as Capt. Panaka takes 
the NEIMODIANS onto the cruiser.

INT. TURRET ROOM - NABOO PALACE - LATE DAY

The sun streams into the multi-windowed room at a low angle. 
It is not quite sunset. YODA paces before OBI-WAN, who is 
kneeling in the center of the room.

                   YODA
       Confer on you, the level of Jedi 
       Knight the Coucil does. But agree on 
       you taking this boy as your Padawan 
       learner, I do not.  

                   OBI-WAN
       Qui-Gon believed in him. I believe 
       in Qui-Gon.

                   YODA
       The Chosen One the boy may be; 
       nevertheless, grave danger I fear in 
       his training.

                   OBI-WAN
       Master Yoda, Igave Qui-Gon my word. 
       I will train Anakin. Without the 
       approval of the Council if I must.

                   YODA
       Qui-Gon's defiance I sense in you. 
       Need that, you do not. Agree, the 
       council does. Your apprentice, young 
       Skywalker will be.

EXT. THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET

QUI-GON's body goes up in flames as the JEDI COUNCIL, the 
QUEEN, SIO BIBBLE, Capt. Panaka, the HANDMAIDENS, and ABOUT 
ONE HUNDRED NABOO TROOPES, TWENTY OTHER JEDI, PALPATINE, OBI-
WAN (standing with ANAKIN), JAR JAR, BOSS NASS, and TWENTY 
OTHER GUNGAN WARRIORS watch. There is a drum roll that stops. 
Doves are released, and the body is gone. ANAKIN looks to 
OBI-WAN.

                   OBI-WAN
       He is one with the Force, Anakin...You 
       must let go.

                   ANAKIN
        What will happen to me now?

                   OBI-WAN
       I am your Master now. You will become 
       a Jedi, I promise.

To one side, MACE WINDU turns to YODA.

                   MACE WINDU
       There is no doubt. The mysterious 
       warrior was a Sith.

                   YODA
       Always two there are... no more... 
       no less. A master and an apprentice.

                   MACE WINDU
       But which one was destroyed, the 
       master or the apprentice?

They give each other a concerned look.

EXT. THEED - CENTRAL PLAZA - DAY

CHILDEREN SING and throw flowers on the passing GUNGAN 
SOLDIERS. The CROWDS CHEER. It is a grand parade.

QUEEN AMIDALA stands next to the SUPREME CHANCELLOR PALPATINE, 
ANAKIN, OBI-WAN, SIO BIBBLE, and the JEDI COUNCIL. ARTOO 
stands in front of the QUEEN'S HANDMAIDENS and whistles at 
the parade. QUEEN AMIDALA and PALPATINE smile at one another 
In the parade are BOSS NASS and his GUARDS, JAR JAR and 
GENERAL CEEL. The GUNGANS ride KAADU.  They stop before the 
QUEEN and walk up the steps to stand by her side. BOSS NASS 
holds up the Globe of Peace. EVERYONE CHEERS.

The parade marches on.

                                                IRIS OUT:

END TITLES