Episode II
By Mark McGinty (C Creepio)

Dedicated to all the wonderful folks at the JC whose ideas and thoughtful discussions gave me enough story
points to rip off and use in this script. This is your Episode 2 script. May the real thing put this one to shame.
Contact me at: miranda_j_99@yahoo.com

May the Force be with you.



...Part 3...

INT. ANAKIN'S QUARTERS- CORUSCANT- NIGHT

Anakin stands before his console, trying to reestablish his link to the Queen. He finally gives up.

EXT. THEED CITY- NIGHT

The city has been almost completely destroyed. Dozens of buildings are burning, others lay as piles of rubble. A squadron of Mandalorian fighters is parked along the main street.

INT. THE THRONE ROOM- NIGHT

General Mandalore and his fellow leaders are inspecting the throne room. A hologram of Darth Sidious is projected in the middle of the room. General Mandalore goes to the hologram.

SIDIOUS
What is the latest update, General?

MANDALORE
We have taken the city but Queen Amidala has escaped.

SIDIOUS
You let her get away?

MANDALORE
Lord Sidious-

SIDIOUS
Leave Naboo, the planet is strategically worthless. Move against Alderaan, General. It is time we deal with our enemies in the Senate once and for all.

MANDALORE
What about the Republic Navy?

SIDIOUS
I will see to it that your offensive is successful.

MANDALORE
Lord Sidious, there are matters that must be discussed.

SIDIOUS
(Pause) Go on.

MANDALORE
Boba Fett has not returned from Tatooine. I fear his absence is definite.

SIDIOUS
Do not be concerned with petty matters, General.

MANDALORE
But the slaves, the labor...

SIDIOUS
I will deal with that myself.

The hologram disappears. Mandalore turns to a lieutenant.

MANDALORE
Lieutenant, tell your men to pack up. We are going after Alderaan.

EXT. CORUSCANT- NIGHT

Above the city, Darth Sidious and Aurra Sing are on the balcony.

SIDIOUS
Go to Alderaan. Go after Bail Organa. The Chairman has been my most outspoken enemy in the Senate. Kill him. If Queen Amidala or Mon Mothma are there, kill them as well. Soon, our enemies will be destroyed and we can proclaim the New Order to the galaxy.

SING
What of the Mandolorian army?

SIDIOUS
Elude them and destroy the Chairman. Proceed with your mission, bounty hunter.

SING
Yes, Master.

Sing turns and enters a room behind them.

EXT. CORUSCANT- OUTER SPACE

A fleet of Destroyers surrounds the planet. They are turning away from Coruscant.

INT. THE BRIDGE OS THE COMMAND SHIP- OUTER SPACE

Tarkin and Captain MOTTI watch Coruscant float away from the viewing windows.

TARKIN
Set your course for Alderaan.

MOTTI
With pleasure.

Motti turns and leaves Tarkin alone.

INT. A HALLWAY- NIGHT

Anakin and Obi-Wan are in a room with a giant window overlooking the planet. Anakin is pacing back and forth. Obi-Wan is trying to calm him.

OBI-WAN
Anakin, you must control your anxiety. Each angry step you take is one step closer to darkness.

ANAKIN
Naboo has been destroyed and all the Jedi can do is wait for the Mandalorians to make another move?

OBI-WAN
Our orders will come soon enough. Anakin, stop pacing.

ANAKIN
We must go!

OBI-WAN
There is nothing we can do. It is too dangerous. We would most likely be killed.

ANAKIN
Not if we hurry and finish my training.

OBI-WAN
Don't rush.

Anakin stops pacing and stares out the window.

ANAKIN
I just don't want to lose anyone else.

Obi-Wan senses Anakin's worries and approaches his apprentice. He places a hand on his shoulder.

OBI-WAN
We all share your grief, Anakin. And you worry about the Queen. But we are dealing with an army large enough to destroy half the entire galaxy. We must act rational. I don't want to lose you, Anakin.

ANAKIN
You won't.

Obi-Wan pats Anakin's back.

OBI-WAN
You will become a great Jedi Knight, Anakin. Qui-Gon believed you'd bring balance to the Force. I now share his sentiments.

ANAKIN
The Council never wanted me.

OBI-WAN
The Council is not as wise as they once were. We will be the ones who will take the reigns and lead a new generation of Jedi Knights.

Obi-Wan takes Anakin by the shoulders and looks deep into the eyes of his apprentice.

OBI-WAN
The Force will be with you. Always.

INT. MACE WINDU'S QUARTERS- NIGHT

Mace is moving across his room, getting ready to settle in. He reads some papers on a table, eats a strange fruit, sips from a cup and stops. He senses something behind him. His hand goes to his lightsaber as he turns sharply.

Boba Fett steps out of the shadows with his rifle in hand.

Mace ignites his lightsaber and stands ready.

Boba Fett lowers his weapon.

BOBA FETT
You are the Jedi who fought on Tatooine.

Mace quickly recognizes the figure. He turns off his blade.

MACE
I remember you. What do you want?

BOBA FETT
Our failed Jedi friend. I'm looking for her.

MACE
So are we.

Boba Fett takes a step closer.

BOBA FETT
Good. The Jedi will be of great help to my mission.

INT. QUEEN AMIDALA'S SHIP- OUTER SPACE

Amidala watches quietly as Artoo puts the final touches on Threepio. She admires the droids but her mind is still on the current crisis.

THREEPIO
Yes, oh much better.

Artoo does some light welding to the head of the now complete Threepio.

THREEPIO
Oh, my. I've never felt better. Artoo, you're a genius!

Artoo lets out a satisfying beep. Amidala smiles. She rubs the snippet between her fingers.

EXT. ALDERAAN- OUTER SPACE

The planet is no longer surrounded by the Republic Navy.

EXT. CAPITAL CITY- ALDERAAN- DAY

Queen Amidala's ship flies towards the city and starts its landing.

EXT. A LANDING PLATFORM- DAY

The ship is resting on the platform. The ocean surrounds the city. Amidala and Panaka emerge from the cruiser's ramp with a small group of guards, R2-D2 and C-3PO. Bail Organa rushes to greet them from a small white building.

ORGANA
Thank God, you aren't hurt.

AMIDALA
I had to abandon my own planet. The damage has been done.

ORGANA
Your Highness, the Chancellor has informed me that the Jedi have been dispatched. They are set to arrive shortly. Alderaan will soon be the safest place in the galaxy.

AMIDALA
The Mandalorians are more powerful than we realize, Chairman. They overwhelmed our security forces. We're lucky we got away.

ORGANA
Your Highness, I have also requested the services of the Republic fleet.

Amidala pauses.

AMIDALA
Yes?

ORGANA
They will be sent to protect us.

Amidala is somewhat satisfied.

EXT. ABOVE CORUSCANT- DAY

Mace Windu is beside Yoda on a platform above the city. Several Jedi are loading their gear onto a space cruiser.

YODA
Powerful are the Mandalorians. The capital of Alderaan, their target will be. A great battle I fear. We are strong in the Force, Master Windu but the odds reside with the enemy.

MACE
It's not the Mandalorians who worry me.

YODA
Yes, a strange presence is with us. A dark presence. We must be cautious.

MACE
Yes, Master.

YODA
May the Force be with us all.

Mace bows and enters the ship. Yoda steps back and watches the door close behind Mace. Moments later, the ship pulls away from the platform and ascends into the sky.

INT. THE JEDI TRAINING ROOM- DAY

Anakin and Obi-Wan are in the training room, wearing training gear but they are arguing. This time, however, Anakin is patient.

ANAKIN
What do you mean we can't go with them?

OBI-WAN
This confrontation on Alderaan will be rough, Anakin. We don't know what we're up against. It might be better if you stayed out of it until after you've completed your training.

ANAKIN
Padmé-

OBI-WAN
-will be protected by the other Jedi.

ANAKIN
I can't wait here while she sits in danger.

OBI-WAN
(Sensing) Your feelings for her are strong.

ANAKIN
I lost my mother by waiting, Master. I can't lose Padmé too.

OBI-WAN
Your feelings are not a reason to fight.

ANAKIN
What about experience? I haven't been in battle since Naboo.

OBI-WAN
Our absence will not hinder the Jedi's counterattack. In time, you will use your skills to accomplish things you never thought possible, Anakin.

ANAKIN
You defeated the Sith Lord who took Qui-Gon. I want to learn how to use those skills.

Obi-Wan hangs his head. He remembers Qui-Gon.

OBI-WAN
Yes.
(Turning to Anakin) Anakin, you must realize your importance. You must be careful. A fight with aggression can lead to the Dark Side. Don't choose the quick and easy path. Remember, the Jedi fight for defense, not revenge.

ANAKIN
But-

OBI-WAN
Your mother's attacker will be dealt with, Anakin. And Her Highness will be safe.

Anakin nods and looks away.

ANAKIN
I am ready to go to Alderaan.

OBI-WAN
(Thoughtful nod) Perhaps you are. You are learning to quiet your mind, Anakin. Now, let the Force flow through your body.

Obi-Wan ignites his lightsaber and stand en guard.

INT. THE SENATE CHAMBER- DAY

Chancellor Palpatine is in the center of the chamber, pounding a gavel.

PALAPTINE
Order! Order!

The crowd settles.

PALPATINE
The Republic Navy has been dispatched to Alderaan, along with a legion of Jedi Knights. Reinforcements are under production and will soon join the fleet. Rest assured, these Mandalorians will be dealt with. I intend to destroy each of their armies one by one.

There are murmurs from the crowd.

ANGLE on an empty pod. The placard reads 'Alderaan'.

EXT. OUTER SPACE

A convoy of warships is coasting through space. A closer look reveals ships of the Mandalorian forces.

INT. MANDALORIAN COMMAND SHIP- THE BRIDGE- OUTER SPACE

General Mandalore is on the bridge, discussing strategy with two OFFICERS.

MANDALORE
Lord Sidious has assured us that our assault on Alderaan will me met with limited resistance from the Republic Navy. Without the defense of the Republic, Alderaan will easily fall. Soon the Mandalorians will rule the galaxy.

A fourth Mandalorian OFFICER joins the group.

OFFICER
General, our fleet is conducting orbit insertion around the planet.

MANDALORE
Excellent.
(To the two officers) Prepare your men for ground assault.

The officers acknowledge his order and move away. Mandalore turns to look out the forward windows. A tiny Alderaan slowly comes into view. The General takes a deep breath.

INT. A CONFERENCE ROOM- DAY

Bail Organa, Amidala, Panaka and several delegates from Alderaan are looking over a long table where a map of the capital is laid out. One of Alderaan's strategists is pointing things out on the map.

OFFICER
The capital is protected by water on all sides. If the Mandalorians get here before the Jedi, all escape routes will be cut off. On the surface and the sky.

ORGANA
Will we be safe here?

OFFICER
It all depends on the Jedi.

Organa and Amidala share a worried look. An officer enters quickly.

OFFICER
Chairman, a fleet of Mandalorian warships is approaching the planet!

Organa reacts quickly.

ORGANA
Route full power to the shields! Initiate planetary defense and evacuate the city!

OFFICER
Yes, sir!

The officer leaves. Organa turns to Amidala.

ORGANA
We've got to get out of here.

INT. A LONG STAIRCASE- DAY

Organa, Amidala and the group hurry down the stairs. Organa and Amidala are in the lead.

AMIDALA
Where is this taking us?

ORGANA
Below the city. An emergency command bunker. It's been there for years. We never thought we'd use it until now.

EXT. ALDERAAN- OUTER SPACE

Hundreds of Mandalorian fighters are swarming around the fleet. Two large cruisers approach the planet.

EXT. THE CAPITAL- DAY

The fighters descend onto the city. Fighters from Alderaan rise to engage but they are vastly outnumbered. A small battle begins, but the Mandalorians continue their momentum. Alderaan fighters are destroyed left and right as the Mandalorian ships begin to land in the capital city. Some large vehicles land in the water and establish an aquatic perimeter. A giant Mandalorian battleship lands in the ocean. The city streets are soon flooded with Mandalorian ships.

EXT. THE CITY'S OUTSKIRTS- DAY

A strange ship lands without notice. The Mandalorian invasion is happening just miles away. Aurra Sing steps out of the ship and looks around.

INT. A CONTROL BUNKER- DAY

The room is large and filled with electronic equipment. A hallway leads out of the room, into a larger room. Amidala and Organa are in the bunker watching the action above from a large view screen. It is obvious that the Mandalorians have taken the city.

AMIDALA
We can't stay here forever.

ORGANA
We have no choice. The Jedi will be here soon, Your Majesty.

INT. A TRAINING ROOM- DAY

Anakin is with Obi-Wan and Yoda.

ANAKIN
They need all the help they can get, Master Yoda.

OBI-WAN
I am now in complete agreement with Anakin. This is a desperate hour. We must go to Alderaan and aid the Jedi.

Yoda is thoughtful.

YODA
Ready to face his trials is your apprentice, Obi-Wan?

OBI-WAN
This confrontation at Alderaan will be his most challenging test. But Anakin has my confidence.

YODA
Confidence you have, Obi-Wan? There is more to this conflict at Alderaan than meets the eye. It is reckless to rush off.

OBI-WAN
We're two of the best fighters in the Jedi Order, Master. Our skills are no good here.

YODA
There is great danger at Alderaan.
(Pause) Powerful Jedi are you, you are not prepared to face the true threat. The Dark Side. A powerful presence I feel. Its powers flow easily. Careful, young Jedi. Anakin, your trial this confrontation could be.

OBI-WAN
Master, you will not be disappointed.

They start to go but Yoda stops them.

YODA
Wait. One thing remains. If we underestimated this mysterious threat, and you do come to face death, one thing can you do to ensure your existence.

Obi-Wan and Anakin are confused. They listen.

YODA
Through the Force, a life can you take, even after death. If at the moment of your demise, you let yourself go, and let the Force take you before the blade of your attacker does, you and the Force will continue to exist as one.

OBI-WAN
Master Yoda, we're not quite sure we understand.

YODA
Sit, young Jedi. And I will explain how to accomplish this impossible and final task.

Obi-Wan and Anakin sit.

EXT. CORUSCANT - A PLATFORM ABOVE THE CITY

Anakin and Obi-Wan load the last of their gear into their shuttle.

ANAKIN
Do you think Yoda's trick can work?

OBI-WAN
Yes. It's simply a matter of submitting your full body and being to the will of the Force.

A shuttle parks at the other end of the platform and Anakin and Obi-Wan turn to see who it is. Palpatine and his entourage exit the ship. They head for a building on the platform. Palpatine sees Anakin and approaches the Jedi.

PALPATINE
On your way to Alderaan? This is a dangerous mission. I would hope that you, Obi-Wan Kenobi and your apprentice, will exercise caution. You're both valuable assets. I wouldn't want to lose you.

ANAKIN
No, Your Highness.

OBI-WAN
No, Your Highness. With the support of the Republic Navy, the odds are in our favor.

PALAPTINE
I can assure you the Republic Navy will have no trouble with the Mandalorians.

Palpatine turns to go. Obi-Wan takes a canister and loads it onto the ship. Palpatine takes Anakin aside.

PALPATINE
Fight hard, young Skywalker. And you will be rewarded. The anger you feel for your mother. Use it against the enemy.

Anakin doesn't understand but before he can ask a question, Palpatine is heading for the building. Anakin turns back to the cargo and sees Obi-Wan has disappeared inside the ship, unaware of Palpatine's advice.

Anakin takes two bags and carries them to the ship.

EXT. OUTER SPACE

A cruiser soars towards Alderaan. The Mandalorian capital ships are orbiting the planet in the distance.

INT. INSIDE THE CRUISER- OUTER SPACE

Mace Windu stands in the cockpit, as the two pilots maneuver the ship towards the planet. The Mandalorian forces are just ahead.

MACE
They're already here. We're going to have to fight our way in. Let's get the Jedi to their fighters.

Mace hurries out of the cockpit.

EXT. THE JEDI CRUISER- OUTER SPACE

As the Jedi cruiser approaches the planet and the Mandalorian Navy, it dumps ship after ship into space. The fighters group up and head for the Mandalorian fleet. Mandalorian fighters are quick to meet them and a gigantic space battle begins.

INT. THE PALACE THRONE ROOM- DAY

General Mandalore and his group enter the throne room to find it is empty. Mandalore looks around and turns to an assistant.

MANDALORE
The Chairman! Find him!

Several troops depart to begin searching for the enemy leaders. An officer approaches the General.

OFFICER
Sir, we have taken the ocean surrounding the city. But enemy fighters have arrived in space.

MANDALORE
The Republic fleet?

OFFICER
No, sir. A small group of fighters. Most likely the Jedi.

Mandalore pauses to think.

MANDALORE
Do not let them land. This planet is ours!

OFFICER
Yes, sir!

He rushes off and leaves Mandalore in the throne room with his soldiers.

EXT. ALDERAAN- OUTER SPACE

The space battle continues. The Jedi fighters have disabled one of the Mandalorian capital ships.

INT. MACE WINDU'S FIGHTER- OUTER SPACE

Mace Windu is flying his fighter towards an undamaged Mandalorian capital ship. The Mandalorian fires laser blasts but Mace is able to evade the shots. He speaks into his radio.

MACE
If we can't disable these ships, we can't land.

INT. SLAVE I- OUTER SPACE

Boba Fett's ship is far from the battle but approaching slowly.

EXT. ALDERAAN- OUTER SPACE

A Jedi fighter goes up in flames. Then another. The Mandalorians have taken control of the battle.

INT. REPUBLIC DESTROYER- THE BRIDGE- HYPERSPACE

Tarkin watches the blue clouds of hyperspace spin before the view port. MOTTI appears beside him.

MOTTI
Sir, we're about to enter the Alderaan system.

TARKIN
Very well.

Motti leaves Tarkin, who continues to watch the spirals of hyperspace. Moments later, the spirals disappear as the ship comes out of hyperspace. Alderaan quickly approaches, as does the space battle.

EXT. ALDERAAN- OUTER SPACE

The Republic fleet comes out of hyperspace and vastly outnumbers the Mandalorian forces.

INT. REPUBLIC DESTROYER- THE BRIDGE- OUTER SPACE

Tarkin watches the battle.

TARKIN
Launch fighters.

EXT. REPUBLIC DESTROYER- CARGO BAY- OUTER SPACE

Squadron after squadron of TIE fighters spill from the cargo hold in the ship's belly. They race into the battle. The momentum quickly shifts to the Jedi & the Republic.

INT. MACE WINDU'S FIGHTER- OUTER SPACE

Mace is flying through a shower of enemy laser fire.

MACE
Thanks for the reinforcements, Admiral. Now's our chance, Jedi. All fighters to the surface!

EXT. ALDERAAN- OUTER SPACE

As the TIE fighters engage the Mandalorians, the Jedi fighters are able to sneak by the blockade and enter the planet's atmosphere.

EXT. THE CAPITAL- DAY

The city has been taken by Mandalorian ships. The water around the island is a mess of Mandalorian watercraft. Jedi fighters are appearing as specks from above.

INT. THE THRONE ROOM- DAY

Mandalore is with his leaders, watching the space battle from a view screen. Mandalore is angry.

MANDALORE
Why is the Republic fleet here? Lord Sidious assured me we would take this planet without conflict! He can no longer be trusted.

OFFICER
Sir, enemy fighters are approaching the city.

MANDALORE
Send the watercraft to meet them! Station tanks in the city streets! Do not let them take this city!

INT. THE CONTROL BUNKER- DAY

Amidala and Organa are still watching the battle.

ORGANA
Help has arrived.

Amidala exhales deeply. She is not convinced the Mandalorians will be defeated.

EXT. THE OCEAN- DAY

Jedi fighters are landing in the water, surrounding the Mandalorians on both sides. Mandalorian ships position themselves for battle. This is a giant aquatic standoff. As Mandalorian boats race across the water to meet the landing Jedi craft, the Jedi fighters blast their way to the water and slide across the surface, suddenly aquatic. A giant water battle begins. The Jedi surround the city and slowly close in on the inner ring of Mandalorian ships. Boba Fett pilots his ship above the battle. He flies to the edge, to approach the city without resistance.

INT. SLAVE I- DAY

As he fights his way closer to the city, Boba Fett looks beside him. From the sky, the water battle is intense. There is a large Mandalorian battleship in the center of the action and hundreds of fighters from both sides orbit the battleship as the battle continues. Losses on both sides will be severe.

INT. MACE WINDU'S SHIP- DAY

Mace concentrates on the battle and evades several laser blasts. He turns towards the battleship and watches it fire several powerful laser shots and destroy two Jedi fighters.

MACE
We need to take out that battleship!

EXT. ABOVE THE OCEAN- DAY

The battle rages on.

EXT. THE STREETS OF THE CAPITAL- DAY

There is a lot of commotion as Mandalorian soldiers prepare to meet the oncoming Jedi at the beach. The soldiers race to gather gear and weapons. Hundreds of Mandalorians run through the city, en route to the beach. Aurra Sing is in the city, fading into the background. She hides in an alley, and slowly moves her way up the street- behind the Mandalorians, who are headed the other way.

EXT. THE BEACH- DAY

The Mandalorian battleship explodes after taking a volley of torpedo shots from the Jedi. It turns the tide of the battle.

The Jedi are defeating the Mandalorians and are beginning to take the beach.

The giant Mandalorian army of foot soldiers is on the beach, preparing for the confrontation.

Boba Fett lands at the far edge of the Jedi forces and hops out of his ship. He runs down a small slope and disappears around the back of the island.

Mace Windu steps out of his ship and looks around to see hundreds of Jedi are now on foot, beginning to form up.

The Mandalorian army is a hundred yards away, facing the Jedi. The two groups face each other and prepare to charge. Mace Windu takes out his lightsaber.

MACE
Ready?

Simultaneously, a thousand Jedi ignite their lightsabers.

EXT. THE THRONE ROOM- DAY

General Mandalore is watching the sight from a window, high above the city. The thousand Jedi are slowly advancing on his army.

MANDALORE
We're no match for the Jedi.

He turns to an officer.

MANDALORE
Be prepared to evacuate the city.

OFFICER
Yes, sir.

Mandalore turns to watch the battle through the window. Another officer approaches Mandalore with a complicated mechanical instrument in his hand.

OFFICER
General, we've been taking sonar readings of the city's architecture. Our readings indicate a large open space under the palace.

MANDALORE
Yes? What is it?

OFFICER
Possibly an underground bunker. The Chairman, General, we may have found him.

MANDALORE
He may be our only way out of here. Let's move.

Mandalore and several troops hurry from the room.

INT. AN ATRIUM IN THE PALACE- DAY

The General and his small security force run across the marble floor of the deserted palace as the battle continues outside. The sonar officer points to a corridor.

OFFICER
This way!

The group turns and runs down the hallway. They disappear into a doorway.

Aurra Sing appears in the foreground. She hurries across the atrium and down the corridor. She follows the Mandalorians into the doorway moments later.

EXT. THE BEACH- DAY

The Jedi are engaged in a grueling face to face battle with the Mandalorians. They use their lightsabers to slash at their enemy's laser shots and bodies. Jedi fall here and there as they are shot by surprise but the Mandalorians are suffering the worst damage.

INT. YODA'S QUARTERS- CORUSCANT- NIGHT

Yoda is meditating by himself. He opens his eyes and waits, feeling something. A second later, he moves to a counter and takes a handbag. He wears the bag over his shoulders and leaves the room.

INT. ANAKIN AND OBI-WAN'S SHIP- OUTER SPACE

Anakin pilots with Obi-Wan beside him. Alderaan is just ahead, with the Republic fleet orbiting the planet. Two Mandalorian capital ships have been disabled. They are surrounded by smaller Republic ships, who have landed and are boarding the Mandalorian ship.

ANAKIN
Looks like we missed this battle.

OBI-WAN
There's much work to be done on the surface.

EXT. THEIR SHIP- OUTER SPACE

Their ship coats through the Republic activity without incident.

EXT. THE BEACH- DAY

The assault continues as the Jedi army advances towards the city. The weakened Mandalorian troops are beginning to retreat. Several of their tanks await the Jedi in the city.

INT. THE CONTROL BUNKER- DAY

Amidala and Organa are frantic as they watch their view screens. They aren't sure who will win. There is a loud explosion from the back of the next room. The group turns to see the door has disintegrated and is now an open hole, smoking and burning. Panaka and his guards move to cover the Queen and the Chairman. Artoo and Threepio sheepishly move behind them. Several Mandalorian troops enter quickly, firing shots at Panaka's men, who are killed. The Mandalorian ambush quickly overpowers the rest of Panaka's troops, who drop their weapons and raise their hands. General Mandalore enters as his troops move to arrest the Queen's group. He approaches Bail Organa.

MANDALORE
You couldn't hide forever, could you, Chairman?

Organa swallows and gives the General a dirty look but accepts his capture.

MANDALORE
(To Amidala) This is an unexpected pleasure, Your Highness.

She scowls but lets her eyes fall to the floor.

INT. A CORRIDOR- DAY

Aurra Sing is standing above the stairs that lead to the emergency control bunker. She waits and eventually moves to hide in a dark corner.

EXT. THE CITY STREETS- DAY

Mandalorian tanks clutter the streets and wait for the Jedi.

EXT. THE BEACH- DAY

Mace Windu leads the Jedi to a small incline at the edge of the city, near the palace. They are spread out, and circle half the city. The Mandalorian troops have retreated into the city streets. The Jedi hide at the incline, out of view from the Mandalorians in the city above.

MACE
Those tanks will be a problem.

Suddenly, several TIE fighters swoop down from above and fire at the tanks, destroying two of them. A new battle begins in the city streets. This time, it's the Mandalorian tanks and army against the TIE fighters. Mace leans against the hill and motions for the Jedi to wait.

EXT. ANAKIN AND OBI-WAN'S SHIP- DAY

The ship flies above the battle as TIE fighters zip by, headed for the city.

INT. INSIDE THE SHIP- DAY

Obi-Wan and Anakin are concerned as they watch the battle.

OBI-WAN
We'll land near the beach. I see the Jedi there.

From above, they can see a half ring of Jedi surrounding the city. They hide below the hill as the TIE fighters work on the Mandalorians. Anakin points the ship at the beach and starts to descend.

EXT. THE BEACH- DAY

Their ship lands behind the row of Jedi. Explosions rock the city. TIE fighters go down and crash into the water. Anakin and Obi-Wan run out of their ship, ducking to avoid falling debris. They run to Mace and fall to their stomachs beside him.

OBI-WAN
What's happening?

MACE
We're waiting for the TIE fighters to take out the tanks.

ANAKIN
Where's the Queen?

MACE
Somewhere in the city we think.

ANAKIN
What are we waiting for? She could be dead by now!

OBI-WAN
Patience, Anakin!

A TIE fighter crashes close to them, they cover their heads. Anakin looks up, looks at Obi-Wan and then starts getting to his feet.

ANAKIN
See you later.

OBI-WAN
Anakin!

But Anakin is on his feet and running up the hill. Obi-Wan curses and hurries to catch him. He turns to Mace as he goes.

OBI-WAN
Find us in the city when you have the chance!

Mace nods and watches. He is worried.

EXT. THE EDGE OF THE CITY- DAY

Anakin crawls along the top edge of the hill and sees a squad of tanks is heading in opposite direction. The city is directly ahead of him. This may be his only chance. He breaks into a full sprint towards the city as Obi-Wan runs over the hill, struggling to keep up. Anakin approaches the city but three Mandalorian soldiers suddenly appear around the corner of a building. Before they even see Anakin, he has his lightsaber burning, and he slashes all three troops with cunning agility. He continues towards the city. Something explodes beside Obi-Wan as he runs, and knocks him off his feet. He looks up and sees Anakin round a corner into the city- at a full sprint.

EXT. THE CITY STREETS- DAY

Anakin rounds a corner. There is a small battle at the end of this street. He moves onto the next block. When he gets to the next intersection, he looks to see this street is clear. He starts his sprint but is startled when Aurra Sing drops in front of him from a balcony above. Anakin is confused at first but quickly realizes this is an enemy. Her lightsaber is out before his but Anakin quickly deflects her first blow. He notices her white skin and long pony tail.

ANAKIN
You're her!

Their sabers clash and lock.

ANAKIN
You're the one who killed my mother.

Sing is somewhat confused but doesn't lose concentration. They break apart and circle each other like tigers.

ANAKIN
You ambushed her. You won't get away this time.

Anakin moves to strike but two laser bolts explode on the wall beside them. Both Anakin and Sing duck away as Boba Fett fires two more shots at Sing from around the corner, thirty yards away. Sing jumps to her feet and runs the opposite direction. Anakin and Boba Fett follow, Anakin is much closer. As Sing nears the next intersection, a Mandalorian tank turns a corner towards the group. The three foot warriors disperse in different direction. Sing ducks into an alley. Anakin runs into a building beside him, and Boba Fett runs the way he came. The tank continues down the empty street.

EXT. THE ALLEY- DAY

Aurra Sing watches the tank go by and hurries down the alley to escape her pursuers.

INT. THE BUILDING- DAY

Anakin ducks behind a desk in the lobby of this building as the tank passes. Anakin waits for the sound to fade.

EXT. THE CITY STREETS- DAY

Boba Fett is sprinting down the street, the tank is advancing behind him. He turns down one street and looks over his shoulder to see the tank has not followed him. It continues the way it was going until it disappears behind the buildings. A TIE fighter descends and fires shots down the street, towards the disappearing tank. Seconds later, an explosion bursts through the intersection. Boba Fett turns to look and keeps running.

EXT. THE BEACH- DAY

Mace looks over the edge of the hill. Several TIE fighters are returning to space as a few stay to fight the last of the tanks. The battle is starting to quiet.

MACE
Come on!

He stands and moves over the hill. The Jedi follow.

EXT. THE CITY STREETS- DAY

Obi-Wan is jogging down the streets, looking down each intersection he passes. Most streets are empty, some have sporadic battles. Obi-Wan looks down one street and sees Mace running towards him. Obi-Wan waits until Mace is beside him.

MACE
Any luck?

OBI-WAN
No. Where would the Queen be?

MACE
Hiding with the Chairman, if they're not dead.

OBI-WAN
Come. We will find her.

Obi-Wan and Mace head for the palace.

INT. THE UNDERGROUND BUNKER- DAY

General Mandalore and his officers are holding the Queen's party in the large room outside the control room. Amidala and Organa have ropes tied to their wrists and they hang suspended above a giant bottomless well. The rest of their troops are locked in a cell close by. Mandalore is standing at the edge of the well, looking up at Amidala and Organa, whose eyes keep watching the abyss below.

MANDALORE
You, Chairman Organa, and your lovely counterpart have become our last resort. You were to be executed. But if our troops fail, we may have to ransom the two of you to the Jedi to get out of here.

ORGANA
With the Jedi in that city, you're not going anywhere.

MANDALORE
Time will tell, Chairman.
(To an OFFICER) Captain!

A Mandalorian Captian approaches.

CAPTAIN
Yes, General?

MANDALORE
Send a signal to the surface. Tell them to dispatch our reserve forces.

Amidala glances at Organa. Reserves?

EXT. THE CITY STREETS- DUSK

The sun is starting to set. The Jedi appear to have defeated the Mandalorian forces. They lurk in the streets, holding prisoners, checking out the Mandalorian technology of their destroyed vehicles and maintaining control. A squadron of tanks approaches from the distance and closes in on the unsuspecting Jedi.

EXT. THE ROYAL PALACE- DUSK

The day is starting to fade into night. Anakin sneaks along the outskirts of the palace area, eluding the few remaining Mandalorian troops. He enters through a side door.

INT. A CORRIDOR- DUSK

Anakin enters quietly and sees the palace is deserted. He stands along a wall. A vast marble atrium opens before him. He moves along the wall, using his senses to locate the Queen. He hears voices and footsteps and ducks behind a statue as two Mandalorian troops rush out of the building. When they are gone, Anakin ducks his head out from behind the statue and moves into the atrium.

EXT. THE ROYAL PALACE- DUSK

Mace and Obi-Wan couch behind a fountain at the base of the palace steps. They watch two Mandalorian troops runs from the palace. There is an explosion from the city streets. Obi-Wan and Mace turn to see a squadron of Mandalorian tanks rolling through the city, headed for the beach.

OBI-WAN
More tanks?

MACE
I thought we had all of them.

Obi-Wan looks to the sky.

OBI-WAN
TIE fighters have returned to the fleet.

MACE
We mustn't worry. The Jedi can handle the tanks. Come, let's find the Queen and your apprentice.

They hurry up the steps and enter the palace.

EXT. THE CITY STREETS- DUSK

The squadron of twelve Mandalorian tanks is chasing the Jedi. Laser blasts explode throughout the city streets as the hundreds of remaining Jedi run for cover. Many have their lightsabers ignited and are attempting to deflect the powerful laser blasts with no success. The Jedi are losing and the Mandalorians have a last glimmer of hope. The Mandalorians approach the Jedi from all sides, surrounding them on a city street.

Yoda is crouching over a balcony, looking down at the battle from a building. He uses the Force to move the giant debris of a destroyed tank into the path of an operational tank. The debris crushes and disables the tank. Yoda looks for another target. He finds one and moves a small pile of rubble at the tank. The rubble showers the tank and causes it to break down. The Jedi can regroup and escape the tanks.

INT. THE UNDERGROUND BUNKER- DUSK

Amidala and Organa still hang above the abyss. Mandalore stands beside the well, silently watching them. An officer approaches.

OFFICER
Sir, our tanks are being routed by the Jedi. The Republic fleet is taking the planet. We are finished, General.

MANDALORE
Untie these prisoners.

OFFICER
Yes, General.

The officer motions to two more officers, who rush to the edge of the well with tools to free Amidala and Organa.

MANDALORE
(To ORGANA) You and the Queen have become a human shield, Your Excellency.

The General goes to the cell where all the troops are. Panaka, Artoo and Threepio, and about a dozen security soldiers. Mandalore eyes them as the officers in the background take Amidala by the feet and pull her towards the edge of the well. The door swings open in the back of the room. Anakin storms in with his lightsaber burning. He slashes and takes down two Mandalorian soldiers and ducks behind a stack of crates as Mandalorian troops fire blasters as the run for cover. Mandalore is on the other side of the room, the well is between him and Anakin. The room is silent. Anakin has disappeared behind a stack of crates. The four remaining Mandalorian soldiers hide. Only Amidala and Organa are visible, as they hang quietly above the well. There is a long, tense moment. Two Mandalorian guards peek their heads over a barricade but are surprised to see Anakin flip over the well- between Amidala and Organa- land before the two troops and chop them down before they can react. Anakin stands before the well, with his lightsaber ready. The other two Mandalorians, the General and an Officer, are still hiding.

AMIDALA
Anakin! You found us!

ORGANA
Cut us loose! Hurry, there are more of them.

Anakin turns and climbs the edge of the well, now face to face with Amidala. He starts to untie her ropes.

ANAKIN
Let's get you out of here. Hold onto my neck.

He frees one of her hands, which she wraps around Anakin's neck, supporting herself on his shoulder while he unties her other wrist.

AMIDALA
I thought they'd surely kill us.

ANAKIN
I promised I'd keep you safe. Did you ever doubt me?

Her other hand is free and Anakin lifts her by the waist and sets her beside the well. They hug tightly. Amidala kisses Anakin quickly on the lips. He wavers a bit but remembers his duty.

ANAKIN
We're not safe yet.

Anakin moves to Organa and Amidala goes after the troops in the cell. Anakin reaches for the Chairman's ropes as laser blasts explode from a far corner of the room. Amidala ducks away as the blasts narrowly miss her. Anakin has his lightsaber ignited.

ANAKIN
Padmé!

He Force tosses the blaster of a fallen Mandalorian troop right into Amidala's hands. She takes the weapon and fires to the corner just as the Mandalorian soldier lifts his head for another shot. Amidala hits her target and the troop falls. General Mandalore lifts his head and Amidala fires, taking him out.

Anakin has untied one of Organa's wrists and is working on the other as Obi-Wan and Mace rush into the room. Amidala is unlocking the cell with the prisoners.

Mace and Obi-Wan look around as they catch their breath. Anakin unties Organa's second wrist.

MACE
Is everybody okay? What happened?

ORGANA
(As he climbs to safety) We were captured, Master Jedi. But young Skywalker arrived before the Mandalorians had a chance to ransom the Queen and I.

Obi-Wan and Mace are impressed but upset with Anakin's aggression.

OBI-WAN
We have to get out of here while we still have the chance.
(To Organa) Chairman, it is my honor to serve you.

Obi-Wan bows subtly.

ORGANA
Thank you, Obi-Wan. I am honored to accept your service. How are things in the city?

OBI-WAN
I will explain on the way. Come.

Mace leads the way up the stairs out of the room with Organa following. Amidala leads her security forces, which includes Artoo and Threepio. She lets them pass until they have left the room. Only Anakin, Amidala and Obi-Wan remain. Obi-Wan is stern. Amidala and Anakin share a quick smile.

OBI-WAN
Anakin, after the Queen is safe, report directly to our cruiser and wait there until I return.

ANAKIN
Yes, Master.

OBI-WAN
Your Highness, do not worry. You are safe.

Amidala glances to Anakin.

AMIDALA
There is no longer a cause for alarm.

Anakin hides his smile and turns to Obi-Wan.

OBI-WAN
We must go.

ANAKIN
Master, there is just one more thing.

OBI-WAN
Yes?

ANAKIN
(Pause) Do you feel it?

OBI-WAN
Feel what?

Anakin pauses to sense the room.

ANAKIN
Do you feel it? A tremor. Very subtle. A presence I have felt, just recently, in fact.

OBI-WAN
(Sensing) Yes. Danger still looms. Anakin, we must hurry.

ANAKIN
No. It is here. In this place.

Obi-Wan pauses to think.

OBI-WAN
We will take the Queen to the surface where we will meet up with Master Windu and the rest of the Jedi. Then we will come back here and investigate the matter.

ANAKIN
She is here now, Master. If we leave, she'll get away. I will stay and fight.

OBI-WAN
Anakin, do not be foolish. You do not know what you are up against.

ANAKIN
But I do, Master. I have already faced her. Out on the streets. Today. I must face her again. Alone.

AMIDALA
Anakin, it is dangerous.

ANAKIN
It is something I must do. Go, Padmé, you are her prime target!

Obi-Wan seems to understand. He says to the Queen:

OBI-WAN
Anakin is right, Your Highness. There may be another attempt on your life. You must leave this place and come to the surface. There will be safety in numbers.
(To ANAKIN) I will stay. You hurry and deliver the queen to safety. Then come back and help me.

Anakin looks to Amidala. She nods.

AMIDALA
Come with me.

Anakin looks back to Obi-Wan, who is alert and ready to fight. Anakin's mind is made up. He takes Amidala by the hand and they hurry up the stairs. Obi-Wan is left alone. He turns to inspect the room and takes his saber grip from his belt.

Part 2   Part 4