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114 EXT. UTAPAU-CLIFF AND LANDING PLATFORM-DAY
    The chase begins. Obi-Wan drops his lightsaber while riding Boga.

115 EXT. CORUSCANT-SENATE OFFICE BUILDING-SUNSET
    The sun is setting as the lights come on in the massive Senate Office
    Building. The sky is red.

116 INT. CORUSCANT-CHANCELLOR'S OFFICE-SUNSET
    PALPATINE listens to a delegation from the Senate, which includes PADME
    and five other Senators: NEE ALAVAR, FANG ZAR, MALEDEE, SWEITT CONCORKILL,
    and MON CALAMARI. ANAKIN stands to one side of PALPATINE.

                                PALPATINE
                        I understand your
                        reservations completely,
                        Senator, and I assure you
                        the appointment of
                        Governors will in no way
                        compete with the duties
                        of the Senate.

                                PADME
                        May I take it then,
                        that there will be no
                        further amendments to
                        the Constitution?

                                PALPATINE
                        I want this terrible
                        conflict to end as much
                        as you do, My Lady, and
                        when it does I guarantee
                        an immediate return to
                        democracy . . .

                                PADME
                        You are pursuing a
                        diplomatic solution to
                        the war, then.

                                PALPATINE
                        You must trust me to do
                        the right things,
                        Senator. That is why I am
                        here.

                                FANGZAR
                        But surely . . .

    The Chancellor turns on FANG ZAR.

                                PALPATINE
                        I have said I will do
                        what is right, that
                        should be enough for
                        your . . . committee.

                                PADME
                        On behalf of the
                        "delegation of two
                        thousand," I thank you,
                        Chancellor.

                                PALPATINE
                        I thank you for bringing
                        this to my attention,
                        Senator.

    PADME gives ANAKIN a frustrated look, then turns and exits with the other
    FIVE SENATORS. PALPATINE turns to ANAKIN.

                                PALPATINE
                                (continuing)
                        Their sincerity is to be
                        admired, although I sense
                        there is more to their
                        request than they are
                        telling us.

                                ANAKIN
                        What do you mean?

                                PALPATINE
                        They are not to be
                        trusted.

                                ANAKIN
                        Surely Senator Amidala
                        can be trusted . . .

                                PALPATINE
                        These are unstable times
                        for the Republic, Anakin.
                        Some see instability as
                        an opportunity. Senator
                        Amidala is hiding
                        something. I can see it
                        in her eyes.

                                ANAKIN
                        I'm sure you're mistaken.

                                PALPATINE
                        I'm surprised your Jedi
                        insights are not more
                        sensitive to such things.

                                ANAKIN
                        I simply don't sense
                        betrayal in Senator
                        Amidala.

    PALPATINE studies ANAKIN carefully and gives him a skeptical look.

                                PALPATINE
                        Yes, you do, but you
                        don't seem to want to
                        admit it. There is much
                        conflict in you, Anakin.

117 INT. CORUSCANT-JEDI WAR ROOM-EARLY EVENING
    KI-ADI-MUNDI, ANAKIN, YODA, MACE, CLONE COMMANDER CODY, and AAYLA SECURA
    talk via holograms.

                                CLONE COMMANDER CODY
                        Master Windu, may I
                        interrupt? General Kenobi
                        has made contact with
                        General Grievous, and we
                        have begun our attack.

134 EXT. FELUCIA-FOREST-DAY A column of CLONE WALKERS marches across the forest floor. The STRANGE CALLS of the alien forest creatures of FELUCIA suddenly stop. The Jedi AAYLA SECURA and her CLONE TROOPS brace for an ambush. AAYLA Steady. . . . steady . . . They all look around for signs of the enemy. CLONE COMMANDER BLY moves up behind the Jedi. AAYLA (continuing) Bly, do you think they're Droids? BLY No. BLY blasts AAYLA in the back. The OTHER CLONES fire on her as she hits the ground. Another Jedi, BARRISS OFFEE, is cutting down a patrol of DROIDS when a CLONE WALKING TANK and SEVEN CLONE TROOPERS round a corner and blast the Jedi away. 135 EXT. KASHYYYK-MEETING HALL-DAY YODA drops his gimer stick, clutches his chest, and rests against a wall. 136 EXT. KASHYYYK-EDGE OF VILIAGE-DAY The battle appears to be over. WOOKIEES stack destroyed Droids while CLONES assess the damage to their equipment. A Jedi, LUMINARA UNDULI, talks with EIGHT CLONE OFFICERS standing in a circle around her. Suddenly they reveal their hidden pistols and blast her before she can react. The Jedi QUINLAN VOS is riding on top of a CLONE TURBO TANK. The main cannon of a second tank slowly swings to point right at him and a COUPLE OF CLONES. The cannon fires, and QUINLAN VOS and the CLONES disappear in a huge EXPLOSION. 137 INT. CATO NEIMOIDIA-COCKPIT CLONE FIGHTER-DAY The CLONE PILOT watches a hologram of DARTH SIDIOUS. DARTH SIDIOUS Execute Order Sixty-Six. CLONE PILOT It will be done, My Lord.
But faster than the CLONES can reveal their weapons, YODA ignites his lightsaber, leaps in the air, and beheads both CLONES. CHEWBACCA and TARFFUL fire their weapons as more CLONES enter the hall. The Wookiees call out to YODA to follow them. CHEWBACCA picks YODA up and carries him away. 143 EXT. CORUSCANT-JEDI TEMPLE-NIGHT A JEDI is surrounded and gunned down by CLONE TROOPERS. 144 INT. CORUSCANT-JEDI TEMPLE-NIGHT ANAKIN walks through the Jedi Temple, where he finds and kills SHAAK TI. He exits Shaak Ti's room and enters a hallway, where the battle is taking place. 145 INT. CORUSCANT-JEDI TEMPLE-BATTLE-NIGHT ANAKIN enters a room full of YOUNGLINGS huddled in a corner. YOUNGLINGS Master Skywalker, there are too many of them. What are we going to do?
149 EXT. CORUSCANT-CITYSCAPE-PRE-DAWN BAIL ORGANA struggles to pull himself into the Speeder as it races along through the cityscape. Finally, he climbs in, just as the Speeder is about to hit a building. BAIL steers clear of the building and races away. 150 EXT. UTAPAU-UNDERWATER SINKHOLE-DAY The Jedi dives below the surface amid a barrage of laser fire. He dives deeper under the water, fumbling in his utility belt for a breathing device. He finds it and puts it in his mouth. He swims underwater until the CLONE TROOPS give up and stop firing. 151 EXT. UTAPAU-UNDERWATER CAVES-DAY OBI-WAN removes the breathing apparatus after coming up from underwater. He starts to climb the rock wall. OBI-WAN climbs the wall to the second cave just as TWO LITTLE SEEKER DRONES pop out of the water with their searchlights glowing. OBI-WAN presses himself against the wall of the smaller cave as the TWO SEEKER DRONES search the grotto. One of the SEEKERS begins to enter the cave in which OBI-WAN is hiding. OBI-WAN presses further into the wall. The light shines on the opposite wall and moves to the back of the cave, illuminating a huge NOS MONSTER. OBI-WAN holds his breath. The SEEKER is confused for a moment, then the NOS MONSTER lunges at the SMALL DROID and consumes it in one bite. The NOS MONSTER'S lunge takes him past OBI-WAN, out of the cave, and into the water. The SECOND SEEKER shines its light on the NOS MONSTER as the evil creature tries to grab the LITTLE DRONE. OBI-WAN slinks off toward the back of the cave. He comes upon a nest of BABY NOS MONSTERS. They SCREECH and make horrible sounds. OBI-WAN jumps over them and continues on his way through the tunnel system. 152 EXT. KASHYYYK-LAKE ON VILLAGE EDGE-DUSK CLONES in modified one-man AT-ST's and Swamp Speeders flash their searchlights across the gloomy lake. The light of one of the AT-ST's spots something floating in the water. It is what's left of a Wookiee catamaran. The body of a dead Wookiee (TARFFUL) is lying across the stern of the wreckage of the flying boat. There is some movement on the boat. The CLONE SERGEANT on the AT-ST fires a warning shot past the boat. AT-ST CLONE SERGEANT Everyone out of there! A CRAZY LITTLE CREATURE about two feet high pops its head over the rail. The creature is covered with mud. His long hair is frizzed out in all directions. CREATURE Wookiee good . . . eat Wookiee. (crazy little laugh) CLONE SERGEANT Did you find something? CREATURE It's nothing, nothing. (laughs) CLONE SERGEANT It's nothing, nothing. All these Wookiees are dead. Move to the east. CLONE TROOPER Yes, sir. Suddenly, CHEWBACCA climbs up behind the AT-ST CLONE, dripping wet, and throws the CLONE SERGEANT into the water. CHEWIE BARKS. CREATURE Right you are, Chewbacca. Faster that will be. TARFFUL jumps up in the boat, and the CREATURE takes off his hair. It is Yoda. YODA Stink, this mud does. A moment to bathe, give me. YODA, covered with mud, jumps into the water. TARFFUL climbs onto the AT-ST with CHEWBACCA. YODA is out of the water and putting his robes back on. YODA (continuing) Not far, are we, from the emergency ship. Quickly . . . YODA whistles and a large ALIEN FLYING INSECT called CAN-CELL appears. YODA jumps on the insect's back and they take off. The WOOKIEES follow on the AT-ST. The CLONES continue to search the swamp. 153 EXT. KASHYYYK-HILLS OVERLOOKING LAKE-DUSK The AT-ST marches up the hill and stops. The WOOKIEES jump down. YODA lands on CAN-CELL nearby. CHEWBACCA goes to a tree and pulls down one of its branches. The ground opens up, and a small WOOKIEE ESCAPE POD rises into the field. YODA opens the door of the pod. YODA Good-bye. Chewbacca and Tarfful, miss you I will. Good friends you are. For your help, much gratitude and respect, I have. The Wookiees BARK as the Jedi climbs into the WOOKIEE POD and takes off into the dusk sky. 154 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND STARSHIP LANDING PLATFORM-DAY BAIL ORGANA walks out of a tunnel onto a huge underground platform with two of his AIDES. He is stopped by TWO ROYAL GUARDS. ROYAL GUARD Identification . . . BAIL ORGANA Senator Bail Organa of Alderaan. BAIL and his AIDES hand them their ID cards. The ROYAL GUARDS check them over and give them back, then BAIL and his CREW walk on board his Starship. 155 EXT. CORUSCANT-SENATE OFFICE BUILDING-UNDERGROUND LANDING PLATFORM-DAY The platform rises to the surface of the Office Building. The ALDERAAN STARCRUISER takes off and disappears into the crisp morning sky. 156 INT ALDERAAN-STARCRUISER-HALLWAY-DAY BAIL ORGANA is greeted by CAPTAIN ANTILLES and TWO ALDERAAN TROOPERS. BAIL ORGANA Were you able to get hold of a Jedi homing beacon? CAPTAIN ANTILLES Yes, sir. We've encountered no opposition. The clones are still a bit confused. It appears no one is in command. BAIL ORGANA That will change soon. Hopefully we will be able to intercept a few Jedi before they walk into this catastrophe.
OBI-WAN Senator Organa! My Clone Troops turned on me ... I need help. BAIL ORGANA We have just rescued Master Yoda. It appears this ambush has happened everywhere. We're sending you our coordinates. 161 INT. CORUSCANT-PADME'SAPARTMENT-PRE-DAWN PADME stands before the window of her living room, watching the plume of smoke from the Jedi Temple. C-3PO enters from the bedroom. C-3PO My Lady, there's a Jedi fighter docking on the veranda. PADME turns and rushes to the bedroom. 162 EXT. CORUSCANT-PADME'S APARTMENT-VERANDA-PRE-DAWN THREEPIO walks out to ANAKIN's ship and talks with ARTOO. ARTOO beeps. THREEPIO Hush! Not so loud! PADME rushes onto the veranda as ANAKIN exits his GREEN JEDI FIGHTER. They embrace. PADME Are you all right? I heard there was an attack on the Jedi Temple . . . you can see the smoke from here. ANAKIN I'm fine. I'm fine. I came to see if you and the baby are safe. PADME Captain Typho's here, we're safe. What's happening? C-3PO continues to talk to R2-D2 on the GREEN FIGHTER. C-3PO What is going on? ARTOO SQUEAKS and BEEPS. C-3PO (continuing) You can't be anymore confused than I am. ANAKIN The situation is not good. The Jedi have tried to overthrow the Republic . . . PADME I can't believe that! ANAKIN I couldn't either at first, but it's true. I saw Master Windu attempt to assassinate the Chancellor myself. C-3PO leans over and whispers to ARTOO. C-3PO Something important is going on! I heard a rumor they are going to banish all droids. ARTOO BEEPS rather loudly. C-3PO puts his fingers to his lips. C-3PO (continuing) Shhhhhh . . . not so loud. ARTOO BEEPS quietly. C-3PO (continuing) Whatever it is, we'll be the last to know. PADME Anakin, what are you going to do? ANAKIN looks down for a moment and then walks away from Padme. ANAKIN I will not betray the Republic . . . my loyalties lie with the Chancellor and with the Senate . . . and with you. ANAKIN turns and walks back to Padme. PADME What about Obi-Wan? ANAKIN I don't know . . . Many Jedi have been killed. We can only hope that he's remained loyal to the Chancellor. PADME How could this have happened? ANAKIN The Republic is unstable, Padme. The Jedi aren't the only ones trying to take advantage of the situation. There are also traitors in the Senate. PADME stands and reacts ever so slightly. PADME What are you saying? ANAKIN You need to distance yourself from your friends in the Senate. The Chancellor said they will be dealt with when this conflict is over. PADME What if they start an inquisition? I've opposed this war. What will you do if I become a suspect? ANAKIN That won't happen. I won't let it. PADME Oh, Anakin, I'm afraid. ANAKIN takes PADME in his arms. ANAKIN Have faith, my love. Everything will soon be set right. The Chancellor has given me a very important mission. The Separatists have gathered in the Mustafar system. I'm going there to end this war. Wait for me until I return . . . things will be different, I promise. They kiss. ANAKIN (continuing) Please, wait for me. PADME I will. ANAKIN gets into his Fighter as THREEPIO backs away. C-3PO (to Artoo) Well, he is under a lot of stress, Artoo. ARTOO beeps. C-3PO (continuing) Take care, my little friend. ARTOO BEEPS a good-bye, and the fighter takes off. PADME is left alone on the veranda. She starts to cry. THREEPIO comes up to her. C-3PO (continuing) My Lady, is there anything I might do? PADME No thank you, Threepio. C-3PO A snack, perhaps? PADME No. THREEPIO starts to move off. C-3PO I feel so helpless. 163 EXT. ALDERAAN-STARCRUISER-SPACE OBI-WAN's ship docks with Bail Organa's Starcruiser. 164 INT. ALDERAAN-STARCRUISER-HALLWAY-DAY The door to the main hallway slides open. OBI-WAN enters and is greeted by YODA and BAIL ORGANA. The three walk down the hallway. BAIL ORGANA You made it. YODA Master Kenobi, dark times are these. Good to see you. it is. OBI-WAN You were attacked by your Clones, also? YODA With the help of the Wookiees, barely escape, I did. OBI-WAN How many other Jedi managed to survive? YODA Heard from no one, have we. BAIL ORGANA I saw thousands of troops attack the Jedi Temple. That's why I went looking for Yoda.
YODA If a special session of Congress there is, easier for us to enter the Jedi Temple it will be. 168 EXT. CORUSCANT-SENATE LANDING PLATFORM-LATE DAY OBI-WAN, BAIL, and YODA land on Coruscant. The elevator door opens, and they step out. GUARD Welcome back, Senator. May I see your clearance? BAIL ORGANA Certainly. GUARD Thank you, you may proceed. We will take custody of the Jedi. OBI-WAN It would be better if we stayed with the Senator. GUARD It would be better if they stayed with you. BAIL and his AIDES go into the Senate. YODA and OBI-WAN head for the Jedi Temple. 169 EXT. MUSTAFAR-JEDI STARFIGHTER-SPACE ANAKIN's Jedi Starfighter heads for the hazy blood-red planet of Mustafar.
179 INT. CORUSCANT-SENATE CHAMBER-SUNSET PALPATINE The attempt on my life has left me scarred and deformed, but I assure you my resolve has never been stronger. Applause. 180 INT. MUSTAFAR-MAIN CONTROL CENTER-DAY In the hallway, ANAKIN cuts down DROIDS and SEPARATISTS alike. He is unstoppable. ANAKIN turns his head-his eyes are yellow. 181 INT. CORUSCANT-SENATE CHAMBER-SUNSET PALPATINE continues his speech at the podium. PALPATINE The war is over. (applause) The Separatists have been defeated, (applause) and the Jedi rebellion has been foiled. We stand on the threshold of a new beginning. There is a long period of APPLAUSE. PADME Well, this is the moment we discover if he intends to return the Republic to a democracy. PALPATINE In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire, for a safe and secure society which I assure you will last for ten thousand years. There is a loud, sustained CHEER from the Senate. BAIL ORGANA and PADME sit, dumbfounded. PALPATINE (continuing) An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . . The Senate CHEERS again. BAIL and PADME are devastated. PADME begins to cry. PALPATINE (continuing) An empire ruled by the majority . . . Ruled by a new constitution . . . The Senate APPLAUDS. PADME So this is how liberty dies, with thunderous applause . . . BAIL ORGANA We cannot let this happen. He starts to stand up. PADME stops him. PADME Not now! There will be a time. 182 INT. MUSTAFAR-MAIN CONTROL CENTER-CONFERENCE ROOM-DAY After everyone in the Main Control Room is dead, ANAKIN moves to the small conference room where WAT TAMBOR. SHU MAI, and some OTHER SEPARATISTS are hiding. RUNE HAAKO tries to run but is trapped by a dead-end as ANAKIN advances. RUNE HAAKO Stop! Enough, this is not right! RUNE is cut down. NUTE GUNRAY crawls out from under the table and opens the Main Door, allowing DESTROYER DROIDS to enter. WAT TAMBOR is cut down, along with SHU MAI. DESTROYER DROIDS appear in the doorway and blast away, causing total destruction. When the firing is over, ANAKIN is gone. Blown away? No. ANAKIN drops from the ceiling behind the TWO DROIDS and cuts them to pieces before they know what hit them. 183 INT. MUSTAFAR-MAIN CONTROL CENTER-HALLWAY-DAY NUTE GUNRAY is the last Separatist leader alive. ANAKIN moves on to find NUTE GUNRAY hiding in an alcove. NUTE GUNRAY The war is over. Lord Sidious promised us peace ... we only want . . .

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