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 : 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.

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.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

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

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 : Youve 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)

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 : Yes. Our meeting was not a coincidence. Nothing happens by accident.

ANAKIN : A Jedi! You mean I get to go with you in your starship.

QUI-GON kneels down to the boy.

QUI-GON : Anakin, training to be a Jedi will not be a easy challenge. And even 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?!

SHMI : 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 : (Cont'd) 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.

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 : (Cont'd) Thank you.

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

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 prefer it better if I were a little more complete.

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

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

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 come back and free you, Mom...I promise.

SHMI : Don't look back... don't look back.

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.

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! Im tired.

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 : (Cont'd) Annie, get to the ship! Tell them to 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 CAPTAIN PANAKA are working.

OBI-WAN : QUI-GON is in trouble. Over there fly low.

INT. NABOO SPACECRAFT - COCKPIT

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

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...

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 : 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 and shakes his head yes.

ANIKAN : Pleased to meet you.

INT. COCKPIT - SPACE

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

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.

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

NUTE : Take him away!

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 : Space is cold. You come from a warm planet, Annie. A kittle too warm for my taste.

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 : (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...

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. CAPTAIN 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. 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.

CAPTAIN PANAKA enters, then goes into the room with QUEEN AMIDALA.

INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

PALPATINE is pacing as CAPTAIN 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 have we?

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 : The courts take even longer to decide things than the Senate. Our people are dying, Senator... We must do something quickly to stop the Federation.

PALPATINE : To be realistic, Your Highness, I'd think we're going to have to accept Federation control for the time being.

AMIDALA : That 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.

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 : (Cont'd) 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 refer 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 door that is flanked by TWO GUARDS. 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 : (Cont'd) I may not see her again...and...

AMIDALA : We will tell her for you. We're sure her heart goes with you.

ANAKIN bows again.

ANAKIN : Thank you, Your Highness.

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 CAPTAIN PANAKA sit in the Naboo congressional box, which is actually a floating platform. PALPATINE leans over to the QUEEN.

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 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.

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 : Thew Supreme Chancellor requests a recess. Tomorrow we will begin the vote.

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 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 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 ship...a speeder.

MACE WINDU turns the viewing screen off and nods toward YODA.
YODA : How feel you?

ANAKIN : Cold, sir.

YODA : Afraid are you?

ANAKIN : No, sir.

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.

YODA : I sense much fear in you.

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 : 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 CAPTAIN 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. 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.

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.

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 : The code forbidd it.

QUI-GON : Obi-Wan is ready...

OBI-WAN : I am ready to face the trials.

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.

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.

KI-ADI : And draw out the Queen's attacker.

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.

MACE WINDU- : 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 want 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 heard YODA talking about midi-chlorians...I've been wondering...what are midi-chlorians?

QUI-GON : Midi-chlorians are a microcopic lifeform that reside within all living cells.

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 CAPTAIN 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 : (Cont'd) 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 my apprentace Darth Maul to join you. He will deal with the Jedi.

NUTE : Yes, my Lord.

DARTH SIDIOUS fades off.

RUNE : A Sith here?!!

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 CAPTAIN 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 to few 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 CAPTAIN PANAKA spot it on the view screen.

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.

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 exits the swamp lake and walks over to QUEEN AMIDALA, CAPTAIN 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.

OBI-WAN : Do you think they have been taken to camps?

CAPT. PANAKA : 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. Mesa sho you. Mesa sho you.

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.

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.

QUEEN AMIDALA steps forward. CAPTAIN 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.

CAPTAIN 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 : (Cont'd) ...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 CAPTAIN PANAKA, HIS TROOPS, and the HANDMAIDENS.

PADME : (Cont'd) We are your humble servants...our fate is in your hands. Slowly, CAPTAIN 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. CAPTAIN 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, Captain Pnaka 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 : (Cont'd) 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.

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