EXT. ALDERAAN- OUTER SPACE

Focus sinks to the beautiful planet Alderaan, which floats peacefully in the starry sky.A growing rumble fades in and peaks when a prototype TIE fighter descends towards the planet. Another follows, and another until the nose of a Republic Destroyer floats into view. There are three Destroyers in the convoy and they are headed for Alderaan.

INT. REPUBLIC COMMAND SHIP- THE BRIDGE- OUTER SPACE

The captain of the command ship stands at the window in the forward portion of the bridge. He quietly watches Alderaan grow in size as the fleet slowly approaches. He is Admiral TARKIN, 31, and he wears a Republic uniform. He stands perfectly still as he watches TIE fighters orbit the ship. PALPATINE's voice is heard OS.

The fleet is in top condition, Admiral Tarkin. No one will dare oppose the power of our Navy.

Yes, sir.

The back of Palpatine's head appears behind Tarkin. He is wearing elegant robes.

In time, Admiral, this fleet will be the most influential force in the galaxy.

Yes, Your Highness. I assure you my men are up to the challenge.

An officer in the pit below the bridge calls to Tarkin.

Admiral, Queen Amidala's cruiser is approaching.

Tarkin looks to Palpatine.

Make contact before we meet her on the planet's surface.

Yes, sir.

Palpatine turns to go.

EXT. THE REPUBLIC DESTROYER- OUTER SPACE

Queen Amidala's Royal Starship soars above the Destroyer en route to Alderaan.A small shuttle descends from beneath the Destroyer. Its wings unfold to cruising position and the shuttle turns towards the planet and follows the Queen's ship.

INT. QUEEN AMIDALA'S SHIP- THRONE ROOM- OUTER SPACE

Queen AMIDALA, 24, sits on her throne. Her bodyguard, PANAKA is beside her. There are three HANDMAIDENS behind the Queen, who speaks to a hologram of Palpatine before her.

This military buildup is completely unnecessary, Chancellor. The Republic exists to govern, not intimidate.

Your Highness, the Mandalorians have grown powerful. They threaten the very heart of the galaxy. Alderaan's strategic position makes them a prime target. Please, Your Majesty, I trust we will settle this matter in person.

The hologram fades out and Amidala turns to Panaka.

He's losing touch with his people.

The Chancellor is under pressure. He's paranoid.

He has the support of the Senate. It is nearly impossible to reverse any of his decisions.

A young OFFICER enters.

Your Highness, a transmission from Chairman Organa.

Another hologram appears before the Queen. It is BAIL ORGANA, 33.

Queen Amidala, welcome to Alderaan.

Thank you, Chairman. We are honored to accept the invitation to your planet.

Rest assured, Your Majesty, we will settle this dispute.

The hologram fades out. There is an electronic beep from the corner where R2-D2 has been sitting. Amidala and Panaka both direct their worried looks to the droid.

EXT. ALDERAAN- OUTER SPACE

The Queen's starship becomes a speck against the large backdrop of the green planet. Palpatine's shuttle is right on her tail. Four TIE fighters escort the group as they descend to the surface.

INT. JEDI TRAINING ROOM- DAY

The room is empty with shiny wood floors and walls. A lightsaber ignites OS. The hum grows louder until OBI-WAN KENOBI, 35, enters from the side. He is wearing his white Jedi robes and has a thin beard. His eyes are intently watching something. He stands ready with his green lightsaber as a blue lightsaber blade crashes from above. Obi-Wan blocks the blow with a smile and locks his saber with the blue saber. Obi-Wan pushes his opponent back and strikes a blow of his own.

ANAKIN SKYWALKER, 20, fights hard to block Obi-Wan's blows but the older Jedi is more skilled. After a series of powerful attacks, Obi-Wan knocks Anakin to the ground. Anakins's lightsaber rolls free and Obi-Wan quickly Force-summons it to his hand. Now holding both glowing lightsabers, Obi-Wan stands above Anakin and holds the blades at his throat.

Your mind! You must learn to settle your mind! Your cluttered thoughts are a great weakness.

Anakin has yet to accept his defeat.

You continue to underestimate me, Master.

Indeed your physical skills are powerful. Only when you clear your mind will you defeat me.

Anakin nods. Obi-Wan turns off the blades and steps back.

Rise, my friend.

Anakin does a quick jump to his feet and Force-summons his lightsaber from Obi-Wan's hand. In a flash, he ignites the blade and swings at Obi-Wan but the older Jedi rolls out of the way and gets to his feet, ready to fight.

(Impressed) A cunning attack.

Anakin attacks again but Obi-Wan blocks and counters with a blow so hard, it knocks Anakin back to the floor.

Obi-Wan watches him fall. He chuckles.

But you are not a Jedi yet.

Anakin is disappointed as he turns off his blade and stands.

I've learned not to quit.

You have progressed quickly, Anakin. Quicker than anyone expected.

I am ready to learn more.

As time passes, you will. Patience, Anakin. Jedi training is something that cannot be rushed.

I'm ready to learn.

(Preoccupied) I need to learn.

Obi-Wan sighs and places a gentle hand on Anakin's shoulder.

Your mother is safe, Anakin.

Not with the Mandalorians controlling the Outer Rim. I must go to her.

She is safe, Anakin. Do not rush. You can go to her when you complete the trials.

But Master-

Even Yoda would agree. It's dangerous for you to go now.

Then you will come with me.

Unfortunately, the Jedi Council forbids us from operating without their consent. We must stay here on Coruscant in case we're needed. Now remember to charge your lightsaber for tomorrow's exercise.

Yes, Master.

Anakin, knowing his master is right, shuffles out of the room. Obi-Wan watches with a concerned frown.

EXT. ALDERAAN- OUTER SPACE

Three Republic Destroyers float near the planet. TIE fighters swarm throughout the fleet.

EXT. ALDERAAN- CAPITAL CITY- DAY

The Queen's ship and the Chancellor's shuttle are parked side by side on a platform near the city. The white marble city is on an island and surrounded by water in every direction. The royal palace is the center of attention in this peaceful and majestic city.

INT. A CONFERENCE ROOM- DAY

Amidala, Palpatine, Panaka, and several other delegates are seated around a large oval table in a beautiful white room. Bail Organa is pacing.

The fleet has begun its first exercise, a safety patrol of the Inner Rim Territories. It is for the protection of the Republic.

It's militant, aggressive and dangerous, Chancellor. You promised to bring peace to the galaxy but we are on the brink of war.

The Senate has approved this measure, Your Highness. With the looming threat of Mandalorian aggression, we will be prepared.

We cannot endorse this military intervention.

This military force you've stationed around our planet is completely unacceptable, Chancellor. We are a peaceful society and do not wish to become one of your strategically defensive systems.

Chairman, the Mandalorian race is a legitimate threat to your sovereignty. I suggest you comply for the sake of your people.

If this fleet of destroyers is not removed from our system, Alderaan will have no choice but to leave the Republic and establish our independence.

Palpatine appears somewhat shocked. Amidala remains calm.

Leave the Republic? Chairman, a thoughtless move like that could place your planet under the control of the Mandalorians. With the Republic Navy at your disposal, you will be protected.

Not if the Senate can resolve this matter without force.

Naboo sides with Alderaan, Chancellor. This buildup is dangerous.

But necessary, Your Highness. The Outer Rim Territories have grown militant under the rule of the Mandalorians. We must control the galaxy through force if the core worlds are to survive this offensive.

For the record, Alderaan is opposed to this action.

If that is your desire, so be it. But the fleet will continue to protect the heart of the galaxy. That means they will remain in the Alderaan system until the Mandalorian threat has been subdued.

Amidala and Organa share a worried look.

EXT. A LANDING PLATFORM- NIGHT

Amidala and Organa watch Palpatine's shuttle take off and disappear into the night sky.

The Chancellor is not who he once was.

I fear he has grown too powerful since his election.

Amidala looks very worried. Organa touches her gently.

Fear not, Your Highness. Alderaan and Naboo have many allies in the Senate.

Organa moves away and leaves Amidala staring at the sky by herself.

EXT. TATOOINE- OUTER SPACE

The planet floats in space.

EXT. MOS ESPA- DAY

The city is in a state of uprising. Several armed Mandalorians patrol the busy streets and control a small crowd of people throwing rocks and other debris at the Mandalorians. Despite the small-scale riot, the Mandalorians are in complete control.

INT. A HOVEL- DAY

GENERAL MANDALORE and is in a hovel that has been converted to a small control room. A small hologram of DARTH SIDIOUS is hovering above an electronic console. Other Mandalorian leaders are in the room, busy working.

The Republic fleet is in place on the Alderaan system but you will have your chance to take this planet soon enough. What is the status of your army?

Control is widespread, Lord Sidious but we are in need of more weapons, more supplies, more equipment. A labor shortage plagues our progress. I am sending a soldier to purchase more slaves.

Boba Fett appears beside Mandalore.

Well done, General. In time, we will rule this galaxy. I will control the Core Worlds and you and your army will manage everything on the Outer Rim.

The hologram fades away. Mandalore turns to Boba Fett:

Go, Boba Fett, and meet with Jabba the Hutt.

Slave labor is scarce. Will the Hutts give us what we need?

The Hutts are our allies. They will cooperate. Go, my friend.

As you wish.

Fett turns to go.

EXT. MOS ESPA- DAY

Boba Fett gets in a small land speeder and drives away.

INT. JABBA'S PALACE- NIGHT

Boba Fett stands before JABBA THE HUTT's throne. The room is filled with alien creatures of all races. Jabba is watching Fett and considering his offer. Jabba speaks in Huttese.

Your race has taken control of this planet. But as long as the kickbacks keep coming, you'll keep me happy. Yes, I'll sell you the slaves you need.

Fett bows respectfully as Jabba summons BIB FORTUNA.

Take Boba Fett to the slave quarters. He can pick his share of labor.

Fortuna leads Fett out of the room.

INT. A DARK HALLWAY- NIGHT

The hallway is dark and damp radiates a sinister aura. Boba Fett follows Bib Fortuna down a flight of stairs in the back. They enter the hallway and stroll along a row of jail cells. Fett stops before the first cell and looks inside. SHMI SKYWALKER, 48, is sitting quietly at the back of the cell, staring at the floor. She looks up when Boba Fett arrives.

EXT. A BALCONY ON CORUSCANT- NIGHT

Darth Sidious and bounty hunter AURRA SING stand above the city. Sidious wears black robes. Sing has white skin, matching red vest and pants, and a bald head except for a long brown ponytail.

The Mandalorians are purchasing slave labor on Tatooine to aid in the growth of their army. We must be sure their operation runs smoothly. The larger the Mandalorian army, the greater the need for additional Republic warships. Go there immediately and learn what you can. Report back as soon as possible.

And what of the slaves?

They can only help the Mandalorians. Leave them be.

Yes, Master.

Sing bows and leaves Sidious alone on the balcony.

INT. THE JEDI COUNCIL CHAMBER- DAY

Obi-Wan is kneeling before YODA. No other Jedi are present.

Return to his home planet, Skywalker will not. He must complete his training.

He fears for his mother's life. I have also sensed the danger, Master.

Yes, the future grows darker everyday.

There is a thoughtful pause from both Jedi.

A Jedi will go to Tatooine to look over Skywalker's mother. But on Coruscant, Skywalker will stay. His feeling must be controlled, Obi-Wan. Teach the boy what I have taught you.

Yes, Master.

Obi-Wan bows and rises.

EXT. THE CORRIDOR OUTSIDE THE COUNCIL- DAY

Anakin is sitting quietly on a bench outside the chamber. The door slides open and Obi-Wan walks out. Anakin rushes to his side.

What did he say?

You will remain on Coruscant to complete your training. A member of the council will be sent to Tatooine to protect your mother.

Anakin gets angry as Obi-Wan remains calm.

I can take care of her myself.

Anakin, you are not ready. You must learn control.

I've learned control! I feel the Force, Master.

In time, you will see you still have much to learn.

Obi-Wan walks ahead of Anakin.

EXT. THE SENATE CHAMBER- DAY

Hundreds of ships swarm above the giant Senate chamber.

INT. THE LOBBY- DAY

Anakin and Obi-Wan stand as guards on either side of the entrance as the Senators file into the chamber. Anakin watches as MACE WINDU approaches Obi-Wan and whsipers in his ear. A voice draws Anakin's attention away from Obi-Wan.

Greetings, young Skywalker.

Anakin turns and sees the Chancellor is before him. He stands up straight and tries his best to look dignified. Palpatine is being followed by six royal guards, dressed in blue.

Your Excellency.

I have followed your training closely. You have excelled unlike that of any other Jedi.

Thank you, sir.

Perhaps your skills progress faster than your training allows.

(Sensing something) Perhaps.

Your time will come, Skywalker.

Anakin nods and Palpatine turns to Obi-Wan and Mace.

Indeed, your apprentice has grown powerful, Obi-Wan Kenobi. I trust he is ready to face the trials.

Anakin give Obi-Wan a challenging look. Obi-Wan sees this and nods to Palpatine.

Indeed.

Palpatine smiles and enters the chamber. Anakin starts to say something to Obi-Wan but stops when he sees Amidala approaching with Bail Organa and their entourage. Amidala approaches Obi-Wan and Mace.

It's been quite some time, Master Obi-Wan.

Yes, Your Highness. It is unfortunate we are brought together only in times of crisis.

He bows and subtly nods towards Anakin. Amidala turns and looks at the young Jedi. It takes her a moment but she soon recognizes Anakin. She turns back to Obi-Wan.

Your apprentice I presume?

Obi-Wan nods with a tiny smile. Amidala is clearly impressed with the grown up Anakin.

He's no longer a boy.

Anakin stands straight and proud. They trade nervous smiles and Amidala enters the chamber. Bail follows her in. Obi-Wan looks at Anakin, who grins.

INT. THE SENATE CHAMBER- DAY

The Senate is in session in the large room. Palpatine stands in the center as a box hovers towards him.

The Chair recognizes Senator Mon Mothma, from the Chanchilla System.

MON MOTHMA, 28, is in her box, addressing the entire Senate.

Chanchilla stands against the matter at hand. We continue at this pace, and the Republic will fall! This military action is the cornerstone of conflict. We must halt this standoff!

You are basing your position on feelings not facts, Senator. The military buildup is necessary to protect the sovereignty of your respective systems from the Mandalorians.

A SENATOR from another planet floats towards the Chancellor.

The systems of Corellia, Taulus & Bilbringi concur with the Chancellor. But we believe further buildup is necessary. We move for additional military funding to finance a second fleet of warships.

There is a great commotion from the Senate.

Bail Organa shakes his head.

Amidala sits quietly in her box. She knows her argument will be useless in this aggressive senate.

INT. THE LOBBY- DAY

Dozens of Senators and their aides file out of the chamber. Amidala is with Organa. Anakin sees them and follows quietly. They don't know he's there.

Do not worry, Your Highness, there are other means of settling this dispute.

We have too many opponents in the Senate. Chancellor Palpatine is strongly supported.

Mon Mothma is a powerful leader and our ally. There will be a compromise. If not...Alderaan may be forced to withdraw from the Republic.

Long pause.

Naboo is not ready to volunteer our independence.

Yes, Your Highness.

He bows and leads his entourage the opposite direction. Amidala continues with her group as Anakin hurries to catch up.

I have been appointed to escort you to your cruiser, Your Highness.

Amidala turns, surprised, but allows Anakin to walk beside her. There is an awkward silence for a few moments.

You are sad.

Yes. These are dangerous times for all of us.

You feel the Chancellor's power has grown beyond his own control.

You've grown strong since we were last together, Anakin. You seem to be reading my thoughts.

Not always.

Amidala looks a little embarrassed.

There is a time and place, Anakin.

The group walks through a large doorway that leads outside.

EXT. OUTSIDE THE SENATE BUILDING- DAY

Anakin and Amidala are strolling ahead of the handmaidens and aides.

Master Yoda is right, Anakin. Bad things could happen if you were to interrupt your training.

Master Yoda doesn't understand how much I miss my mother.

He understands, Anakin. I'm sure of it.

Anakin nods as the group arrives at the ramp to Amidala's ship.

I must return to Naboo, Anakin. But I trust we will see each other again.

We will.

Amidala smiles and turns to enter the ship. She stops just before and turns to Anakin.

Are you playing a mind trick on me?

What makes you say that?

I'm getting the strange feeling no one appointed you as my escort.

Your feelings are correct. I volunteered.

Amidala smiles but doesn't go. Anakin waits. Amidala hesitates but eventually reaches to her neckline and pulls a gold chain from beneath her dress. Attached to the gold chain is the snippet Anakin gave her ten years ago. They both share a shocked, confused & satisfied look as Amidala turns to enter her ship.