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

STAR WARS: EPISODE II - ATTACK OF THE CLONES

By: GEORGE LUCAS
& JONATHAN HALES

Revised Third Draft

Last Revision
September 5, 2001

A vast sea of stars serves as the backdrop for the main title. War drums echo through the heavens as a rollup slowly crawls into infinity.

There is unrest in the Galactic Senate several hundred solar systems have declared their intentions to leave the Republic.

This separatist movement, under the leadership of Count Dooku, has made it difficult for the limited number of Jedi Knights to maintain peace and order in the galaxy.

Senator Amidala, the former Queen of Naboo, is returning to the Galactic Senate to vote on the critical issue of creating an Army of the Republic to assist the overwhelmed Jedi...

PAN UP to reveal the amber city planet of Coruscant. Two yellow Naboo Fighters fly OVER CAMERA toward the planet, followed by a large Naboo Cruiser and one more Fighter.

INTERIOR: NABOO CRUISER - DAWN

The LIEUTENANT and two SECURITY OFFICERS address SENATOR AMIDALA as the Cruiser nears the planet.

LIEUTENANT: Senator, we're making our final approach in to Coruscant.

SENATOR AMIDALA: Very good, Lieutenant.

EXTERIOR: CITYSCAPE, CORUSCANT - DAWN

The ships skim across the surface of the city landscape. The sun glints off the chrome hulls of the sleek Naboo spacecraft as they navigate between the buildings of the capital planet.

EXTERIOR: CORUSCANT, LANDING PLATFORM - DAWN

Two Naboo Fighters land on one leaf of a three-leaf-clover landing platform. The Naboo Cruiser lands on the central leaf, and the third Fighter lands on the remaining platform.

A small GROUP OF DIGNITARIES waits to welcome the Senator.

One of the FIGHTER PILOTS jumps from the wing of his ship and removes his helmet. He is CAPTAIN TYPHO, SENATOR AMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

CAPTAIN TYPHO: We made it. I guess I was wrong, there was no danger at all.

The ramp lowers. TWO NABOO GUARDS appear. SENATOR AMIDALA, ONE HANDMAIDEN (VERSÉ) and FOUR TROOPERS descend the ramp. AMIDALA is more beautiful now than she was ten years earlier when, as Queen, she was freeing her people from the yoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALA reaches the foot of the ramp, when suddenly there is a blinding FLASH and a huge EXPLOSION. The DIGNITARIES and PILOTS are hurled to the ground as the starship is destroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO ESCORT PILOTS get up and run to where SENATOR AMIDALA lies dying. Beyond, ARTOO DETOO drops down from the Naboo Fighter and rolls toward the wreckage. The FEMALE ESCORT PILOT kneels by SENATOR AMIDALA and takes off her helmet, revealing SENATOR PADMÉ AMIDALA.

PADMÉ: Cordé...

She gathers up her decoy double in her arms. Cordé's eyes open. She looks up at her.

CORDÉ: ...I'm so sorry, M'Lady... I'm... not sure I... I've failed you, Senator.

CORDÉ dies. PADMÉ hugs her.

AMIDALA: No...!

CAPTAIN TYPHO: M'Lady, you are still in danger here.

PADMÉ lowers CORDÉ to the ground. She gets up and looks around at the devastation. There are tears in her eyes.

AMIDALA: I shouldn't have come back.

CAPTAIN TYPHO: This vote is very important. You did your duty - Cordé did hers. Now come. (she doesn't respond Senator Amidala, please!

She turns. They walk away. ARTOO lets out a small whimper and rolls after them.

EXTERIOR: SENATE BUILDING - DAY

The massive Senate Building glistens in the afternoon sun. Small patches of fog have still to burn off.

INTERIOR: SENATE CHAMBER - DAY

The vast rotunda is buzzing with chatter. MAS AMEDDA, the Supreme Chancellor's majordomo, tries to quiet things down as PALPATINE confers with an AIDE, UV GIZEN, riding a small one-man floating scooter.

MAS AMEDDA: Order! We shall have order! The motion for the Republic to commission an army takes precedent, and that is what we will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME CHANCELLOR PALPATINE steps to the podium.

PALPATINE: ...My esteemed colleagues, excuse me... I have just received some tragic and disturbing news. Senator Amidala of the Naboo system has been assassinated!

There is a shock silence in the vast arena.

PALPATINE: This grievous blow is especially personal to me. Before I became Chancellor, I served Amidala when she was Queen. She was a great leader who fought for justice, not only here in this honorable assembly, but also on her home planet. She was so loved she could have been elected Queen for life. She believed in public service, and she fervently believed in democracy. Her death is a great loss to us all. We will all mourn her as a relentless champion of freedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR of MALASTARE, moves his pod into the center of the arena.

ASK AAK: How many more Senators will die before this civil strife ends! We must confront these rebels now, and we need an army to do it.

A second pod moves into the center of the area with ARSANA, the AMBASSADOR of GLEE ANSELM.

DARSANA: Why weren't the Jedi able to stop this assassination? We are no longer safe, under their
protection.

SENATOR ORN FREE TAA swings forward in his pod.

ORN FREE TAA: The Republic needs more security now! Before it comes to war.

PALPATINE: Must I remind the Senator from Malastare that negotiations are continuing with the separatists. Peace is our objective here... not war.

The SENATORS yell pro and con. MAS AMEDDA tries to calm things down. SENATOR PADMÉ AMIDALA, with CAPTAIN TYPHO, JAR JAR, and DORMÉ, maneuver her pod into the center of the vast arena.

AMIDALA: My noble colleagues, I concur with the Supreme Chancellor. At all costs, we do not want war!

The Senate goes quiet, then there is an outburst of cheering and applause.

PALPATINE: It is with great surprise and joy the chair recognizes the Senator from Naboo, Padmé Amidala.

PADME: Less than an hour ago, an assassination attempt was made against my life. One of my bodyguards and six others were ruthlessly and senselessly murdered. I was the target but, more importantly, I believe this security measure before you, was the target. I have led the opposition to build an army... but there is someone in this body who will stop at nothing to assure its passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADME: I warn you, if you vote to create this army, war will follow. I have experienced the misery of war firsthand; I do not wish to do it again.

There is sporadic yelling for and against her statements.

PADME: Wake up, Senators... you must wake up! If we offer the separatists violence, they can only show us violence in return! Many will lose their lives. All will lose their freedom. This decision could very well destroy the very foundation of our great Republic. I pray you, do not let fear push you into a disastrous decision. Vote down this security measure, which is nothing less than a declaration of war! Does anyone here want that? I cannot believe they do.

There is an undercurrent of booing... and groaning. SENATOR ORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA: My motion to defer the vote must be dealt with first. That is the rule of law.

AMIDALA looks angry and frustrated. PALPATINE gives her a sympathetic look.

PALPATINE: Due to the lateness of the hour and the seriousness of this motion, we will take up these matters tomorrow. Until then, the Senate stands adjourned.

EXTERIOR: EXECUTIVE QUARTERS BUILDING - DAY

The giant towers of the Republic Executive Building seem to reach the heavens. Traffic clogs the smoggy sky.

INTERIOR: CHANCELLOR'S OFFICE - DAY

CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD ROYAL GUARDS on either side of the door. YODA, PLO KOON, KI-ADI-MUNDI, and MACE WINDU sit across from him. Behind them stand the Jedi LUMINARA UNDULI and her Padawan, BARRISS OFFEE.

PALPATINE: I don't know how much longer I can hold off the vote, my friends. More and more star systems are joining the separatists.

MACE WINDU: If they do break away -

PALPATINE: I will not let this Republic that has stood for a thousand years be split in two. My negotiations will not fail!

MACE WINDU: If they do, you must realize there aren't enough Jedi to protect the Republic. We are keepers of the peace, not soldiers.

PALPATINE: Master Yoda, do you think it will really come to war?

YODA closes his eyes.

YODA: Worse than war, I fear... Much worse.

PALPATINE: What?

MACE WINDU: What do you sense, Master?

YODA: The Dark Side clouds everything. Impossible to see, the future is. But this I am sure of - (opens his eyes) Do their duty, the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC, appears on the Chancellor's desk.

DAR WAC: (in Huttese) The loyalist committee has arrived, my Lord.

PALPATINE: Good. We will discuss this matter later. Send them in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, MAS AMEDDA, DORMÉ, and SENATORS (BAIL ORGANA, JAR JAR BINKS and HOROX RYYDER) and their ATTENDANTS enter the office. As YODA and MACE WINDU move to greet the SENATOR, YODA taps AMIDALA with his cane.

YODA: Padmé, your tragedy on the landing platform, terrible. With you the force is strong... young Senator. Seeing you alive brings warm feeling to my heart.

PADME: Thank you, Master Yoda. Do you have any idea who was behind the attack?

MACE WINDU: Our intelligence points to disgruntled spice miners, on the moons of Naboo.

PADME: But I think that Count Dooku was behind it.

There is a stir of surprise. They look at one another.

KI-ADI-MUNDI: He is a political idealist, not a murderer.

MACE WINDU: You know, M'Lady, Count Dooku was once a Jedi. He couldn't assassinate anyone. It's not in his character.

YODA: In dark times nothing is what it appears to be, but the fact remains for certain, Senator, in grave danger you are.

PALPATINE gets up, walks to the window, and looks out at the vast city.

PALPATINE: Master Jedi, may I suggest that the Senator be placed under the protection of your graces.

BAIL ORGANA: Do you think that is a wise decision during these stressful times?

PADME: Chancellor, if I may comment, I do not believe the...

PALPATINE: ..."situation is that serious." No, but I do, Senator.

PADME: Chancellor, please! I don't want any more guards!

PALPATINE: I realize all too well that additional security might be disruptive for you, but perhaps someone you are familiar with... an old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU: That's possible. He has just returned from a Border dispute on Ansion.

PALPATINE: You must remember him, M'Lady... he watched over you during the blockade conflict.

PADME: This is not necessary, Chancellor.

PALPATINE: Do it for me, M'Lady, please. I will rest easier. We had a big scare today. The thought of losing you is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU: I will have Obi-Wan report to you immediately, M'Lady.

YODA leans into her ear.

YODA: Too little about yourself you worry, Senator, and too much about politics. Be mindful of your danger, Padmé. Accept our help.

The JEDI leave the office.

EXTERIOR: APARTMENT BUILDING - TWILIGHT

A graceful skyscraper twinkles in the evening light of Coruscant.

INTERIOR: APARTMENT BUILDING ELEVATOR - TWILIGHT

ANAKIN and OBI-WAN ride in a windowed elevator attached to the outside of the Senate Building. They are on their way to SENATOR AMIDALA'S apartments. ANAKIN nervously rearranges his robes.

OBI-WAN: You seem a little on edge, Anakin.

ANAKIN: Not at all.

OBI-WAN: I haven't felt you this tense since we fell into that nest of gundarks.

ANAKIN: You fell into that nightmare, Master, and I rescued you, remember?

OBI-WAN: Oh yeah. (they laugh) You're sweating. Relax. Take a deep breath.

ANAKIN: I haven't seen her in ten years, Master.

OBI-WAN: She's not the Queen anymore, Anakin.

ANAKIN: That's not why I'm nervous.

INTERIOR: APARTMENT BUILDING, APARTMENT CORRIDOR - TWILIGHT

The door to the apartment slides open. JAR JAR walks into the corridor, where TWO JEDI are exiting the elevator. He recognizes OBI-WAN and becomes extremely excited, jumping around, shaking his hand.

JAR JAR: Obi! Obi! Obi! Mesa sooo smilen to seein yousa. Wahooooo!

OBI-WAN smiles.

OBI-WAN: It's good to see you, too, Jar Jar.

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR: ...and this, I take it, is your apprentice...Noooooooo! Annie? Noooooooo! Little bitty Annie? (Looks at Anakin) Noooooooo! Yousa so biggen! Yiyiyiyyi! Annie!!

ANAKIN: Hi, Jar Jar.

JAR JAR grabs hold of ANAKIN and envelops him in a big hug.

JAR JAR: Shesa expecting yousa. Annie... Mesa no believen!

INTERIOR: SENATE BUILDING, APARTMENT - EVENING

PADMÉ is in a conference with CAPTAIN TYPHO and DORMÉ. JAR JAR enters the room, followed by the TWO JEDI.

JAR JAR: Mesa here. Lookie... lookie... Senator. Desa Jedi arriven.

PADMÉ and TYPHO rise as OBI-WAN and ANAKIN stop before the SENATOR. OBI-WAN steps forward. ANAKIN stares at PADMÉ. She glances at him.

OBI-WAN: It's a pleasure to see you again, M'Lady.

PADMÉ walks over to OBI-WAN and takes his hand in hers.

PADME: It has been far too long Master Kenobi. I'm so glad our paths have crossed again... but I must warn you that I think your presence here is unnecessary.

OBI-WAN: I'm sure the Jedi Council has their reasons.

She moves in front of ANAKIN.

PADME: Annie? (stares) My goodness, you've grown.

They look at each other for a long moment.

ANAKIN: (trying to be smooth) So have you... grown more beautiful, I mean... and much shorter... for a Senator, I mean.

OBI-WAN looks disapprovingly at his apprentice. PADMÉ laughs and shakes her head.

PADME: Oh Annie, you'll always be that little boy I knew on Tatooine.

This embarrasses ANAKIN, and he looks down. OBI-WAN and CAPTAIN TYPHO smile.

OBI-WAN: Our presence will be invisible, M'Lady, I can assure you.

CAPTAIN TYPHO: I'm very grateful you're here, Master Kenobi. I'm Captain TYPHO, head of Her Majesty's security service. Queen Jamillia has informed you of your assignment. The situation is more dangerous than the Senator will admit.

PADME: I don't need more security, I need answers. I want to know who is trying to kill me.

OBI-WAN: (frowning) We're here to protect you Senator, not to start an investigation.

ANAKIN: We will find out who's trying to kill you Padmé, I promise you.

He's done it again. He bites his lip in frustration and shame. OBI-WAN gives ANAKIN a dirty look.

OBI-WAN: We will not exceed our mandate, my young Padawan learner!

ANAKIN: I meant in the interest of protecting her, Master, of course.

OBI-WAN: We will not go through this exercise again, Anakin. And you will pay attention to my lead.

ANAKIN: Why?

OBI-WAN: What??!!

ANAKIN: Why else do you think we were assigned to protect her, if not to find the killer? Protection is a job for local security... not Jedi. It's overkill, Master. Investigation is implied in our mandate.

OBI-WAN: We will do exactly as the Council has instructed, and you will learn your place, young one.

PADME: Perhaps with merely your presence, the mysteries surrounding this threat will be revealed. Now, if you will excuse me, I will retire.

Everyone gives AMIDALA a slight bow as she and DORMÉ leave the room.

TYPHO: Well, I know I feel a lot better having you here. I'll have an officer situated on every floor and I'll be at the control center downstairs.

JAR JAR: Mesa busten wit happiness seein yousa again, Annie. Deesa bad times, bombad times.

CAPTAIN TYPHO leaves.

ANAKIN: She hardly recognized me, Jar Jar. I've thought about her every day since we parted... and she's forgotten me completely.

JAR JAR: Shesa happy. Happier den mesa seein her in longo time.

OBI-WAN: Anakin, you're focusing on the negative again. Be mindful of your thoughts. She was pleased to see us. Now lets check the security here.

ANAKIN: Yes, my master.

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

An armor-clad bounty hunter, JANGO FETT, waits on the ledge of a skyscraper as another bounty hunter, ZAM WESELL, a CHANGELING, steps from her hovering speeder and approaches FETT.

ZAM WESELL: I hit the ship, but they used a decoy.

JANGO FETT: We'll have to try something more subtle this time, Zam. My client is getting impatient.

FETT hands ZAM a transparent tube about a foot long containing centipede-like KOUHUNS.

JANGO FETT: Take these. Be careful. They're very poisonous.

ZAM attaches her veil across the bottom of her face. She turns to leave, but FETT calls her back.

JANGO FETT: Zam, there can be no mistakes this time.

She turns again, and walks toward her speeder.

EXTERIOR: JEDI TEMPLE - NIGHT

The vast Jedi Temple sits on an endless flat plain, silhouetted by a against the traffic-filled sky.

INTERIOR: JEDI TEMPLE, CORRIDOR - NIGHT

MACE WINDU and YODA walk down the long hallway, silhouetted by a lit room at the end.

MACE WINDU: Why couldn't we see this attack on the Senator?

YODA: Masking the future, is this disturbance in the Force.

MACE WINDU: The prophecy is coming true, the Dark Side is growing.

YODA: And only those who have turned to the Dark Side can sense the possibilities of the future.

MACE WINDU: It's been ten years, and the Sith still have yet to show themselves.

YODA: ...Out there, they are. A certainty that is.

There is a long silence as they walk away. Only footsteps are heard.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN R0OM - NIGHT

ANAKIN is standing in the living room. He is in a meditative state. It is quiet. We hear DISTANT FOOTSTEPS in the corridor outside the apartment. Suddenly ANAKIN'S eyes pop open. His eyes dart around the room. He reaches for his lightsaber, then smiles and puts it back in his belt.

The door to the apartment slides open, and OBI-WAN enters.

OBI-WAN: Captain Typho has more than enough men downstairs. No assassin will try that way. Any activity up here?

ANAKIN: Quiet as a tomb. I don't like just waiting here for something to happen to her.

OBI-WAN checks a palm-sized view scanner he has pulled out of his utility belt. It shows a shot of ARTOO by the door, but no sign of PADMÉ on the bed.

OBI-WAN: What's going on?

ANAKIN shrugs.

ANAKIN: She covered the cameras. I don't think she liked me watching her.

OBI-WAN: What is she thinking?

ANAKIN: She programmed Artoo to warn us if there's an intruder.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

PADMÉ is asleep in her bed, lit only by the light of the city outside her window coming through the blinds. ARTOO stands in the corner of the bedroom. His power is off.

OBI-WAN: (V.O.) It's not an intruder I'm worried about. There are many other ways to kill a Senator.

ANAKIN: (V.O.) I know, but we also want to catch this assassin. Don't we, Master?

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

OBI-WAN: You're using her as bait??

ANAKIN: It was her idea... Don't worry, no harm will come to her. I can sense everything going on in that room. Trust me.

OBI-WAN: It's too risky... besides, your senses aren't that attuned, young apprentice.

ANAKIN: And yours are?

OBI-WAN: Possibly.

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

Standing on the skyscraper ledge, ZAM WESELL loads the cylinder carrying the deadly KOUHUNS into a PROBE DROID. She sends the PROBE DROID out into the Coruscant night.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation, moving out onto the apartment's balcony.

OBI-WAN: You look tired.

ANAKIN: I don't sleep well anymore.

OBI-WAN: Because of your mother?

ANAKIN: I don't know why I keep dreaming about her now. I haven't seen her since I was little.

OBI-WAN: Dreams pass in time.

ANAKIN: I'd rather dream of Padmé. Just being around her again is... intoxicating.

OBI-WAN: Be mindful of your thoughts, Anakin, they betray you. You've made a commitment to the Jedi Order... a commitment not easily broken... and don't forget she's a politician. They're not to be trusted.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

As PADMÉ sleeps, a PROBE DROID approaches outside her window. It sends out several small arms that attach to the window, creating sparks that shut down the security system. Then a large arm cuts a small hole in the glass. A FAINT SOUND is heard as the small section of glass is removed from the window.

ARTOO wakes up, and his lights go on. The PROBE DROID freezes. ARTOO looks around, makes a PLAINTIVE LITTLE SOUND, then shuts down again. The PROBE DROID attaches a little tube to the window. TWO DEADLY LOOKING CENTIPEDE LIKE KOUHUNS exit the tube, crawl through the blinds and head toward the sleeping PADMÉ.

ANAKIN: (V.O.) She's not like the others in the Senate, Master.

OBI-WAN: (V.O.) It's been my experience that Senators are only focused on pleasing those who fund their campaigns... and they are more than willing to forget the niceties of democracy to get those funds.

ANAKIN: (V.O.) Not another lecture, Master. Not on the economics of politics...

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation, walking back into the main room.

ANAKIN: ...and besides, you're generalizing. The Chancellor doesn't appear to be corrupt.

OBI-WAN: Palpatine's a politician.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

ARTOO sounds an alarm and shines a light on the bed. THE KOUHUNS are inches from PADMÉ'S face. Their mouths are open, and wicked stinger tongues flick out.

OBI-WAN: (V.O.) I've observed that he is very clever at following the passions and prejudices of the Senators.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation.

ANAKIN: I think he is a good man. My instincts are very positive about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN: I sense it, too.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT

OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand on their hind legs and hiss as PADMÉ wakes up. ANAKIN throws himself in front of her, whacking in half the deadly creatures with his lightsaber.

OBI-WAN sees the DROID outside the window and races straight at it, crashing through the blinds as he goes through the window.

EXTERIOR: WINDOW LEDGE, APARTMENT BUILDING - NIGHT

OBI-WAN flies through the glass window and flings himself at the PROBE DROID, grabbing onto the deadly machine before it can flee. The PROBE DROID sinks under the weight of OBI WAN but manages to stay afloat and fly away, with the Jedi hanging on for dear life, a hundred stories above the city.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - NIGHT

ANAKIN and PADMÉ stare at the sight of OBI-WAN being carried off by the DROID. ANAKIN turns to her. She pulls her nightdress around her shoulders.

ANAKIN: Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORMÉ, enter the room as Anakin dashes out.

DORMÉ: Are you all right, M'Lady?

PADMÉ nods yes.

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

The PROBE DROID sends several protective electrical shocks across its surface, causing OBI-WAN to almost lose his grip. As they dart in and out of the speeder traffic, OBI WAN disconnects a wire on the back of the DROID. Its power shuts off! OBI-WAN and the DROID drop like rocks. OBI-WAN realizes the error of his ways and quickly puts the wire back. The DROID'S systems light up again and it takes off.

EXTERIOR: SENATE APARTMENTS - ENTRANCE - NIGHT

ANAKIN charges out of the building and runs to a line of parked speeders. He vaults into an open one and takes off, gunning it fast toward the lines of speeder traffic high above.

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

The DROID bumps against a wall, hoping to knock the Jedi loose. It moves behind a speeder afterburner to scorch him. It takes the JEDI wildly between buildings and finally skims across a rooftop as OBI-WAN is forced to lift his legs, tenaciously hanging onto the DROID. The DROID heads for a dirty, beat-up speeder hidden in an alcove of a building about twenty stories up. When the pilot of the speeder, the scruffy bounty hunter, ZAM WESELL, sees the DROID approach with OBI-WAN hanging on, she pulls a long rifle out of the speeder and starts to fire at the JEDI. EXPLOSIONS burst all around OBI-WAN. ZAM runs to her speeder, jumps in, and takes off.

OBI-WAN: I have a bad feeling about this.

FINALLY, the DROID suffers a direct hit and blows up. OBI WAN falls fifty stories, until a speeder drops down next to him, and he manages to grab onto the back end of the speeder and haul himself toward the cockpit. The JEDI struggles to climb into the passenger seat of the open speeder and sit down next to the driver, ANAKIN.

ANAKIN: That was wacky! I almost lost you in the traffic.

OBI-WAN: What took you so long?

ANAKIN: Oh, you know, Master, I couldn't find a speeder I really liked, with an open cockpit... and with the right speed capabilities... and then you know I had to get a really gonzo color...

They zoom upward in hot pursuit of ZAM as she fires out the open window at them with her laser pistol.

OBI-WAN: If you'd spend as much time working on your saber skills as you do on your wit, young Padawan, you would rival Master Yoda as a swordsman.

ANAKIN: I thought I already did.

OBI-WAN: Only in your mind, my very young apprentice. Careful!! Hey, easy!!

As this conversation is going on, ANAKIN deftly moves in and out of the oncoming traffic, across lanes, between buildings, and miraculously through a construction site. ZAM WESELL continues firing at them.

ANAKIN: Sorry, I forgot you don't like flying, Master.

OBI-WAN: I don't mind flying... but what you're doing is suicide!

They barely miss a commuter train.

ANAKIN: Master, you know I've been flying since before I could walk. I'm very good at this.

OBI-WAN: Just slow down! There! There he goes!

ZAM WESSEL and the JEDI race through a line of cross traffic made up of giant trucks. The speeders bank sideways as they slide around right-angle turns between buildings. ZAM races into a tram tunnel.

OBI-WAN: Wait! Don't go in there! Take it easy...

ANAKIN: Don't worry, Master.

ANAKIN zooms into the tunnel after ZAM. They see a tram coming at them. They brake, turn around, and race out, barely ahead of the charging commuter transport.

OBI-WAN: You know I don't like it when you do that!

ANAKIN: Sorry, Master. Don't worry, this guy's gonna kill himself any minute now!

ZAM WESSEL turns into oncoming traffic, deliberately trying to throw the JEDI off. Oncoming speeders swerve, trying to avoid ZAM and the JEDI. ZAM does a quick, tight loop-over and ends up behind the JEDI. She is now in a much better position to fire at them with her laser pistol. To avoid being hit by the laser bolts, ANAKIN slams on the brakes and moves alongside ZAM. She now fires point-blank at OBI-WAN.

OBI-WAN: What are you doing? He's gonna blast me!

ANAKIN: Right - this isn't working.

ANAKIN slides underneath Zam's speeder. They race along in traffic, one speeder right on top of the other. The BOUNTY HUNTER skims over the rooftops, causing ANAKIN to drop behind. ANAKIN goes through his gears, zooming around traffic. They race at high speed across a wide, flat surface of the city planet. A large spacecraft almost collides with them as it attempts to land.

OBI-WAN: Watch out for those banners!

They round a corner and clip a flag, which gets caught on one of the front air scoops.

OBI-WAN: That was too close!

ANAKIN: Clear that!

OBI-WAN: What?

ANAKIN: Clear the flag! We're losing power! Hurry!

OBI-WAN leans out of the speeder, then crawls out onto the front engine and pulls the flag free of the scoop. The speeder lurches forward with a surge of power.

OBI-WAN: Whooooaaa! Don't do that! I don't like it when you do that!

ANAKIN: So sorry, Master.

They chase the BOUNTY HUNTER through a power refinery. ZAM shoots a power coupler causing voltage, like lightning, to jump across a gap from one coupler to another. ANAKIN stays on course, piloting the speeder directly through the arc. ANAKIN and OBI-WAN'S bodies ripple with blue power.

OBI-WAN: Anakin! How many times have I told you to stay away from the power couplings! Slow down! Don't go through there!

Huge electrical bolts shoot between the buildings as the speeders pass.

OBI-WAN: Yiiii, what are you doing?

ANAKIN: Sorry, Master!

OBI-WAN: (sarcastically) Oh, that was good...

ANAKIN: That was crazy!!!

ZAM slides around a corner sideways, blocking an alley, firing point-blank as ANAKIN approaches.

ANAKIN: Ahh, damn.

OBI-WAN: Stop!!

ANAKIN: No, we can make it.

ANAKIN barely misses the BOUNTY HUNTER'S speeder as he dives under it, and through a small gap in the building hitting several pipes and going wildly out of control. ANAKIN struggles to regain control of the speeder, narrowly missing a crane, barely clipping a pair of giant struts. A giant gas ball shoots up, causing ANAKIN to spin and bump a building, stalling the speeder.

OBI-WAN: I'm crazy... I'm crazy... I'm crazy.

ANAKIN: I got us through that one all right.

OBI-WAN: (angrily) No you didn't! We've stalled! And you almost got us killed!

ANAKIN: I think we're still alive.

ANAKIN works to get the speeder started. It races to life.

OBI-WAN: (very angrily) It was stupid!

ANAKIN: (sheepishly) I could have made it...

OBI-WAN: (furious) But you didn't!!! And now we've lost him for good.

Suddenly, there is an ambush. Laser bolts are everywhere.EXPLOSIONS surround them. They look up to see ZAM WESSEL take off.

ANAKIN: No we didn't...

Out of a cloud of smoke and ball of flames the JEDI tear after ZAM. They are smoking. OBI-WAN slaps out the small fire on the dashboard. ZAM goes up and down, through cross traffic. There is a near miss as a speeder almost hits them. ZAM turns down and left between two buildings. ANAKIN pulls up and to the right

OBI-WAN: Where are you going?!... He went down there, the other way.

ANAKIN: Master, if we keep this chase going, that creep's gonna end up Deep-fried. Personally, I'd very much like to find out who in the hell he is and who he's working for...This is a shortcut... I think.

OBI-WAN: (sarcastic) What do you mean, you "think?"

ANAKIN turns up a side street, zooming up several small passageways, then stops, hovering about fifty stories up.

OBI-WAN: Well, you lost him.

ANAKIN: I'm deeply sorry, Master.

ANAKIN looks around front and back. He spots something. He seems to start counting to himself as he watches something below approach.

OBI-WAN: Well, this is some kind of shortcut. He went completely the other way! Once again, Anakin...

ANAKIN: ...Excuse me for a moment.

ANAKIN jumps out of the speeder. OBI-WAN looks down and sees Zam's speeder about five stories below them cruising past.

OBI-WAN: I hate it when he does that.

ANAKIN miraculously lands on top of the Bounty Hunter's speeder. The speeder wobbles under the impact. ZAM looks up and realizes what has happened.

ZAM takes off, and ANAKIN slides to the back strut and almost slips off, but manages to hang on. ANAKIN works his way back to ZAM, who, caught off guard, briefly changes into her CLAWDITE form. ZAM stops suddenly, and ANAKIN flies forward to the left front fork. ZAM shoots at him with a laser pistol. There is a BLAST near ANAKIN'S hand, which breaks off a piece of the speeder. ANAKIN slides to the right fork of the speeder, where ZAM can't reach him. He scrambles to the top, holding onto an air scoop.

OBI-WAN has jumped into the driver's seat of his speeder and is deftly gaining on the rogue speeder. The two speeders dive through oncoming traffic and then through cross traffic. Finally, ANAKIN is able to get hold of his lightsaber and starts to cut his way through the roof of the speeder. ZAM takes out her laser pistol and starts firing at the helpless JEDI, knocking the sword out of his hand. OBI-WAN races under the speeder and catches the Jedi weapon in the passenger's seat.

ANAKIN sticks his hand into the cockpit and, using the Force, pulls the gun out of ZAM'S hand. She grabs the JEDI'S hand, and they struggle for the weapon. It goes off, blowing a hole in the floor of the speeder. The speeder careens wildly out of control. ZAM struggles to pull the speeder out of its nosedive. OBI-WAN gets slowed down by traffic and loses sight of the Bounty Hunter's speeder.

Just as the speeder is about to nose dive into the ground, ZAM pulls it out, and it slides hard on the pavement in a shower of sparks. ANAKIN goes flying into the street.

EXTERIOR: ENTERTAINMENT STREET - NIGHT

ZAM exits the crashed speeder and runs. ANAKIN picks himself up off the pavement and runs after her down