STAR WARS EPISODE 3: REVENGE OF THE SIT

George Lucas

1 EXT. SPACE

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

A vast sea of stars serves as the backdrop for the Main Title, followed by a rollup, which crawls into infinity.

War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.

In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate.

As the Separatist Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive Chancellor... .

PAN DOWN to reveal a REPUBLIC ATTACK CRUISER. Continue to PAN with the Cruiser as TWO JEDI STARFIGHTERS enter and head toward an enemy Battle Cruiser. TRUCK with the Jedi Fighters as they maneuver in unison, dodging flack and enemy laser fire. R2-D2 is on Anakin's ship. R4-P17 is on Obi-Wan's ship. A giant space battle is revealed as the tiny Jedi ships continue their assault in a synchronous ballet.

2 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN bounces through the flack with a frown. His ship rocks violently.

3 INT. ANAKINS STARFIGHTER COCKPIT-SPACE

ANAKIN smiles as he blasts a TRADE FEDERATION DROID DROP FIGHTER.

ANAKIN: There isn't a droid made that can out fly you, Master, and no other way to get to the Chancellor ...

OBI-WAN: Look out, four droids inbound ...

4 EXT. CORUSCANT-SPACE BATTLE

The TWO JEDI FIGHTERS swerve in unison as FOUR TRADE FEDERATION DROID DROP FIGHTERS attack. After several clever moves by the Jedi, two of the FEDERATION DROID DROP FIGHTERS collide with each other in a ball of flame.

5 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN struggles to maintain control of his ship.

OBI-WAN: We've got to split them up.

ANAKIN: Break left, fly through the guns on that tower.

OBI-WAN flies to the left of a huge tower on a REPUBLIC CRUISER. The TWO DROID DROP FIGHTERS follow.

OBI-WAN: Easy for you to say ... why am I always the bait?

ANAKIN: Don't worry. I'm coming around behind you.

OBI-WAN deftly maneuvers around a large Starship's superstructure, but the TWO DROID FIGHTERS stay on his tail, BLASTING him with intense laser fire.

OBI-WAN: Anakin, they're all over me!

ANAKIN: Dead ahead! Closing ... lock onto him, Artoo ...

ARTOO BEEPS his reply as ANAKIN swoops in for the kill. ANAKIN BLASTS one of the DROID DROP FIGHTERS. It EXPLODES.

ANAKIN: (continuing, laughs) We got him, Artoo!

ANAKIN BLASTS away at the second DROID DROP FIGHTER as ARTOO BEEPS an angry warning.

ANAKIN: I copy, Artoo.

OBI-WAN: I'm going down on the deck.

ANAKIN: Good idea ... I need some room to maneuver.

OBI-WAN dives toward the surface of one of the larger TRADE FEDERATION BATTLESHIPS and is forced to fly through a maelstrom of laser flack. He skims the surface, followed by the DROID DROP FIGHTER, which is followed by ANAKIN.

ANAKIN: (continuing) Cut right. Do you hear me?! Cut right. Don't let him get a handle on you. Come on, Artoo, lock on! Lock on!

ARTOO BEEPS. The crosshairs merge on the DROID DROP FIGHTER.

OBI-WAN: Hurry up! I don't like this!

OBI-WAN flies through a narrow gap between two towers on a Battleship. The DROID DROP FIGHTER hits one of Obi-Wan's wings with a laser blast, and parts of the ship go flying around Obi-Wan's Astro Droid, ARFOUR.

OBI-WAN: (continuing) Ouch!

R-4 BEEPS a blue streak.

OBI-WAN: (continuing) Don't even try to fix it, Arfour. I've shut it down.

ANAKIN: We're locked on ... we've got him ...

ANAKIN drops in behind the DROID DROP FIGHTER and blows him apart. ARTOO SQUEALS with delight.

ANAKIN: (continuing) Yeah! We got him ... good going, Artoo.

OBI-WAN: Next time you're the bait ... Now let's find the Command Ship and get on with it ...

R-4 BEEPS a blue streak.

ANAKIN: Lock onto them, Artoo. Master, General Grievous's ship is directly ahead.

ARTOO BEEPS a reply, and it reads out in Anakin's cockpit.

ANAKIN: (continuing) The one crawling with vulture droids.

6 INT. OBI-WAN'S STARFIGHTER COCKPIT-SPACE

OBI-WAN: I see it. Oh, this is going to be easy.

Ahead is a TRADE FEDERATION CRUISER with batlike DROID VULTURE FIGHTERS stalking around on the hull. The VULTURE FIGHTERS transform into flight configuration, lift off the CRUISER, and attack the JEDI STARFIGHTERS.

ANAKIN: Come on, Master.

OBI-WAN: Not this time. There's too much at stake. We need help. Odd Ball, do you copy?

ODD BALL: (OS) Copy, Red Leader.

OBI-WAN: Mark my position and form your squad up behind me ...

7 INT. ODD BALL'S FIGHTER COCKPIT-SPACE

ODD BALL: We're on your tail, General Kenobi. Set S-foils in attack position.

The protective ray shield lowers on the main hangar of the TRADE FEDERATION CRUISER, and six new DROID TRI-FIGHTERS emerge and join the DROID VULTURE FIGHTERS heading toward the Jedi. The JEDI STARFIGHTERS extend the stability foils on the ends of their wings.

8 INT. ANAKIN'S FIGHTER COCKPIT-SPACE

ANAKIN: This is where the fun begins. Ten Vulture Droids straight ahead, coming down the left side.

ARTOO BEEPS a worried message.

OBI-WAN: Add five Tri-fighters on the right ...

ANAKIN: I'm going head to head. See you.

OBI-WAN: Take it easy, Anakin.

Four Clone Fighters move into formation behind the Jedi.

ODD BALL: I'm on your right, Red Leader.

ANAKIN: Incoming!!

ARTOO SQUEALS as five DROID TRI-FIGHTERS pass by at high speed on the right.

OBI-WAN: Five more on the right!

Four more VULTURE DROID FIGHTERS pass at high speed from the left. All hell breaks loose. OBI-WAN and ANAKIN continue to fly in unison, backing up each other. ARTOO SQUEALS.

ANAKIN: Here we go.

The Jedi ships split up and make a quick loop around the DROID TRI-FIGHTERS, ending up behind them. BLASTING away. The DROID TRI-FIGHTERS EXPLODE.

OBI-WAN: I'm going high and right.

ANAKIN: Hang on. There are four more of them.

OBI-WAN: Stay with me ... swing back and right ... help me engage. Back off ... Let them pass between us.

ANAKIN: I'm coming around. I'm coming around on your tail.

OBI-WAN: All right, engage ... and hurry. These droids are all over me like a rash.

In one incredible move, ANAKIN swings in behind the DROID TRI-FIGHTERS, blowing them away one by one until there is only one left. ARTOO CHIRPS.

ARTOO lets out a HOWL as ANAKIN accelerates past the last DROID TRI-FIGHTER, slams on his brakes, flips the Fighter around, and BLASTS the Fighter from the front. ARTOO BEEPS frantically as they fly through the debris of the destroyed ships. ANAKIN looks behind him.

ANAKIN: How many back there. Artoo? (Artoo beeps) Three ... (continuing) Four ... that's not good.

OBI-WAN: Anakin, you have four on your tail.

ANAKIN: I know. I know!

OBI-WAN: Four more closing from your left.

ANAKIN: I know. I know!

OBI-WAN: Break right and go high.

ANAKIN: I'm going low and left.

Obi-Wan shakes his head.

OBI-WAN: (to himself) He still has much to learn.

ANAKIN swoops low and skims across a TRADE FEDERATION BATTLESHIP, dodging flack as ARTOO bounces along, trying to get out a sentence.

ANAKIN: Hang on, Artoo. Obi-Wan, do you copy? I'm going to pull them through the needle ...

OBI-WAN: Too dangerous. First Jedi rule: "Survive."

ANAKIN: Sorry, no choice. Come down here and thin them out a little.

OBI-WAN drops in behind the DROID VULTURE FIGHTERS chasing Anakin. ARFOUR BEEPS to OBI-WAN.

OBI-WAN: Just keep me steady ... hold on ... not yet... now break left.

OBI-WAN fires as he swings across the back of the VULTURE DROIDS, BLASTING four of them away. ANAKIN heads for a trench along the surface of one of the Trade Federation Battleships. He flies into the trench, which ends in a conning tower with a small slit between two main struts.

OBI-WAN: (continuing) You'll never get through there, Anakin. It's too tight.

ARTOO BEEPS nervously.

ANAKIN: Easy, Artoo ... we've done this before.

OBI-WAN: Use the Force, think yourself through, the ship will follow.

ARTOO SQUEALS in a panic. On the view screen Artoo's squeal reads out, "WE'RE NOT GOING TO MAKE IT."

ANAKIN: Wrong thought, Artoo.

ANAKIN slips through the narrow gap. The trailing VULTURE DROID FIGHTERS CRASH.

ANAKIN: (continuing) I'm through.

OBI-WAN continues to fire on the VULTURE DROID FIGHTERS, driving them into the EXPLOSION.
A CLONE fighter is hit and explodes, spewing debris. The CLONE PILOT spins off into space.

Finally, OBI-WAN peels off and swings around, pulling up alongside ANAKIN. CLONE FIGHT SQUAD SEVEN battles the DROIDS.

ODD BALL: There are too many of them.

CLONE PILOT 2: I'm on your wing. Break left. Break left. They're all over me. Get them off my ...

ANAKIN: I'm going to go help them out!

OBI-WAN: No, no! They are doing their job so we can do ours. Head for the Command Ship!

Another CLONE fighter is hit, bursts into flames, and spins off into space. A VULTURE DROID FIGHTER raises its head to locate its target and fires missiles at them.

ANAKIN: Missiles! Pull up!

ANAKIN and OBI-WAN break right and left, and the missiles follow them. ANAKIN does a barrel roll spin, causing the missiles following him to collide and EXPLODE. Two missiles continue to chase OBI-WAN. He banks sharply to the right, then to the left, causing one of the missiles to overshoot.

OBI-WAN: They overshot us ...

The second missile streaks next to Obi-Wan’s Fighter and EXPLODES. Obi-Wan's ship rocks, and R-4, SCREAMS as the Starfighter rips through the explosion. Debris flies all around them.

ANAKIN: They're coming around!

OBI-WAN: All right, Arfour. No, no. Nothing too fancy.

ANAKIN: Surge all power units. Artoo! Stand by the reverse thrusters.

ANAKIN spins his starfighter. The missiles spin and collide.

ANAKIN: We got 'em. Artoo!

Two missiles continue to track Obi-Wan.

OBI-WAN: Flying is for droids.

Suddenly, OBI-WAN shudders, and his ship starts to plummet toward the surface of the Trade Federation Cruiser. The trailing missiles fly into what looks like debris, and detonate. Five silver balls fly out of the debris and attach themselves to the ship. The balls pop open, revealing SMALL BUZZDROIDS that begin to crawl across the surface like spiders.

OBI-WAN: (continuing) I'm hit! Anakin?

ANAKIN: I see them ... Buzz Droids.

The BUZZ DROIDS crawl across Obi-Wan's ship and start to tear it apart. SPARKS ERUPT where the BUZZ DROIDS break into the wiring. One of the BUZZ DROIDS goes after ARFOUR.

OBI-WAN: Arfour, be careful. You have one ...

ARFOUR's head gets ripped off and flies away.

OBI-WAN: Oh dear. They're shutting down all the controls.

ANAKIN: Move to the right so I can get a clear shot at them.

OBI-WAN: The mission. Get to the Command Ship. Get the Chancellor! I'm running out of tricks here.

ANAKIN moves into position just off Obi-Wan's left side and angles his ship so his guns are pointing at the DROIDS crawling over Obi-Wan’s Starfighter. ANAKIN fires and vaporizes the TWO BUZZ DROIDS, along with the left wing of Obi-Wan's ship.

OBI-WAN: (continuing) In the name of ...

ANAKIN: Steady ... steady ...

OBI-WAN: Anakin, hold your fire ... hold your fire. You're not helping here.

ANAKIN: I agree, bad idea. Swing right ... ease over ... steady ...

OBI-WAN: Wait ... wait ... I can't see a thing! My cockpit's fogging. They're all over me, Anakin.

ANAKIN: Move to the right.

OBI-WAN: Hold on, Anakin. You're going to get us both killed! Get out of here. There's nothing more you can do.

ANAKIN: I'm not leaving without you, Master.

ANAKIN moves his ship next to OBI-WAN's and tries to physically knock the BUZZ DROIDS off. There are five left. He manages to get one off, but badly dents OBI-WAN's ship in the process. One of the BUZZ DROIDS tears apiece off of the front of Obi-Wan's ship. Flames burst out, and more smoke billows out, obscuring the Jedi's view.

ANAKIN knocks off three of the BUZZ DROIDS and the fourth crawls out onto Anakin's ship and starts attacking ARTOO. ARTOO fights the BUZZ DROID.

OBI-WAN: Blast it ... I can't see ... my controls are gone.

ANAKIN: Get 'em, Artoo. Watch out!

OBI-WAN: Artoo, hit the buzz droid's center eye.

ARTOO extends an arm and aims a stream of electricity at the swerving BUZZ DROID. The BUZZ DROID is hit squarely in the eye and falls off the ship.

ANAKIN: Yeah, you got him!

OBI-WAN: Great, Artoo.

ANAKIN: Stay on my wing ... the General's Command Ship is dead ahead. Easy ... pull up ... Head for the hangar.

OBI-WAN: Have you noticed the shields are still up?

ANAKIN: Oh?!? Sorry, Master.

ANAKIN streaks ahead of OBI-WAN's disintegrating Jedi Fighter and blasts the shield generator. It SPARKS and EXPLODES.

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

9 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The shield door drops away, and OBI-WAN crashes on the deck of the hangar bay, engulfed in a FANTAIL OF SPARKS. A set of blast doors starts SLAMMING shut across the hangar opening, as material is sucked into space.

ANAKIN maneuvers around the oncoming junk and flies into the hangar just as the blast doors SLAM shut. OBI-WAN ignites his light saber and cuts his way out of the cockpit. He jumps dear just as his ship EXPLODES. BATTLE DROIDS rush at him from all directions.

ANAKIN jumps out of his ship and cuts his way through the BATTLE DROIDS to where OBI-WAN is fighting. ARTOO pops out of the ship and follows ANAKIN.

OBI-WAN: Artoo, locate the Chancellor.

ANAKIN: Tap into the ship's computers.

They cut down the last of the droids and follow ARTOO over to a computer wall socket. The two JEDI fight off FOUR MORE DROIDS as ARTOO tries to find the Chancellor. Finally, a HOLOGRAM of the Trade Federation ship appears.

OBI-WAN: The Chancellor's signal is coming from right there. The observation platform at the top of that spire.

ANAKIN: I sense Count Dooku ...

OBI-WAN: I sense a trap.

ANAKIN: Next move?

OBI-WAN: Spring the trap.

The JEDI start to leave; ARTOO follows. The JEDI stop and turn to ARTOO.

ANAKIN: Artoo, go back. I need you to stay with the ship.

OBI-WAN: Here, take this, and wait for orders.

OBI-WAN tosses the comlink to ARTOO.

10 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS enters the bridge of the TRADE FEDERATION cruiser followed by his TWO BODYGUARDS. He walks to the front of the bridge and stands in front of the NEIMOIDIAN CAPTAIN.

GENERAL GRIEVOUS: What's the situation, Captain?

CAPTAIN: TWO Jedi have landed in the main hangar bay.

GENERAL GRIEVOUS: Just as Count Dooku predicted.

11 INT. HANGAR-TRADE FEDERATION CRUISER

ANAKIN and OBI-WAN head for the elevator. A door opens in the hallway and two of GENERAL GRIEVOUS's BODYGUARDS confront the JEDI.

BODYGUARD I: General Kenobi, Anakin Skywalker. We've been waiting for you.

OBI-WAN: We are here to relieve you of Chancellor Palpatine, not join him.

As a dozen more droids join the group, the JEDI ignite their lightsabers and stand back-to-back.

OBI-WAN: Anakin...

ANAKIN: Ready.

ANAKIN and OBI-WAN use their lightsabers and cut a large circle in the floor.

12 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER

The TWO JEDI cut their way down several floors into a large generator room. Huge EXPLOSIONS outside the ship have caused several large pipes overhead to break, and fluid is spewing everywhere. The Jedi get up and turn off their light sabers. ANAKIN dips his hand into the fluid and sniffs it.

OBI-WAN: ... fuel. The slightest charge from our sabers will send this ship into oblivion. That's why they've stopped shooting.

ANAKIN: Well then, we're safe for the time being.

OBI-WAN: Your idea of safe is not the same as mine.

They run, EXPLOSIONS rattle the ship, and pipes continue to burst around them, spilling more fuel into the hallway. At the far end, SIX SUPER BATTLE DROIDS drop into the fuel. The SOUNDS OF SHIELD DOORS CLOSING AND LOCKING ECHO throughout the hallway. They pass several large power generators, which are topped with SPARKING excess power dischargers.

ANAKIN: They're sealing this section off.

OBI-WAN: Six droids coming our way!

The last of the DOORS CAN BE HEARD CLOSING in the distance.

ANAKIN: Keep moving. There must be vents ... This way.

They move along a wall. ANAKIN climbs up the side to a small vent. The fuel gets closer to the SPARKING dischargers.

OBI-WAN: We'll never get through that. It's too small!

They move toward a second vent. OBI-WAN is swimming in the fuel as it reaches to within a couple yards of the ceiling. ANAKIN feels along the ceiling and finds another smaller vent. He closes his eyes and tries to sense an opening, then he moves on. OBI-WAN is forced into hand-to-hand combat with one of the SUPER BATTLE DROIDS. It pulls the Jedi under the fuel. Just before he is about to drown, OBI-WAN disables the SUPER BATTLE DROID by pushing him into an exhaust pipe.

The fuel is up to the Jedi's chins. ANAKIN finds a very, very small metal grate, then pounds on it until the tiny grate breaks loose.

ANAKIN: I found our escape vent.

OBI-WAN: Anakin, this is no time for jokes. We're in serious trouble here.

ANAKIN: Only in your mind. My Master. Look, no structure... .

ANAKIN grabs the side of the tiny hole and gives it a big yank, ripping a large panel loose revealing a "man-sized" work shaft. They scramble through it as the DROIDS swim closer.

13 INT. VENT SHAFT-TRADE FEDERATION CRUISER

The TWO JEDI pull themselves through the narrow vent shaft until they reach a small hatch in the side of the tube.

ANAKIN: Here's a way out.

As the SUPER BATTLE DROIDS reach the opening in the ceiling and the fuel gets to within a few feet of the power generator sparks, the JEDI work the keyboard on the pressure lock, opening the latch.

14 INT. SMALL PASSAGEWAY-TRADE FEDERATION CRUISER

The TWO JEDI climb into a small passageway and slam the hatch shut. They make their way through the ever-shrinking shaft until they reach the end.

15 INT. HALLWAY-TRADE FEDERATION CRUISER

A hatch opens in one of the main hallways of the Trade Federation Cruiser, and the JEDI squeeze out, SLAMMING the hatch. Behind them, ANAKIN seals the hatch with his laser sword.

OBI-WAN: That won't hold when the fuel hits those power dischargers.

ANAKIN: The blast will break the hull. This side's pressurized.

OBI-WAN: You still have much to learn, Anakin.

16 INT. VENT SHAFT-TRADE FEDERATION CRUISER

The SUPER BATTLE DROIDS climb up the vent shaft. SUPER BATTLE DROID R77 and SEVERAL OTHER DROIDS wait in the generator room as the fuel continues to rise toward the power discharger.

SUPER BATTLE DROID R77: I have a bad feeling about this.

17 INT. GENERATOR ROOM-TRADE FEDERATION CRUISER

The fuel hits the SPARKING power discharger, and there is a HUGE EXPLOSION.

18 EXT. TRADE FEDERATION CRUISER-BATTLE

A GREAT EXPLOSION and a flaming gas cloud spray out of the side of the Federation Cruiser.

19 INT. HALLWAY-TRADE FEDERATION CRUISER

A large bulge appears in the wall around the sealed hatch as the EXPLOSION hits. OBI-WAN jumps back, then stands amazed.

OBI-WAN: All right, you win. I have much to learn. Let's go!

ANAKIN grins at OBI-WAN, and they run down the hallway.

20 INT. WIDE HALLWAY-TRADE FEDERATION CRUISER

The two JEDI wait for an elevator to arrive. They turn around and see they are face to face with THREE DESTROYER DROIDS. The DROIDS start blasting away. Anakin deflects the bolts. OBI-WAN frantically pushes the elevator button several more times.

ANAKIN: Destroyers!!

Finally the door opens, and they rush inside under a hail of laser bolts. The elevator door slides shut. The JEDI turn to see BATTLE DROIDS standing behind them.

BATTLE DROID: Drop your weapons! I said drop 'em.

The JEDI activate their light sabers and destroy all the BATTLE DROIDS.

21 INT HANGAR-TRADE FEDERATION CRUISER

R2-D2 notices two SUPER BATTLE DROIDS entering the hangar. He moves and hides behind a Jedi Starfighter.

22 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator begins to move and screeches to a stop.

OBI-WAN: Did you press the stop button?

ANAKIN: No, did you?

OBI-WAN: No!

ANAKIN: Well, there's more than one way out of here.

ANAKIN ignites his laser sword.

OBI-WAN: We don't want to get out, we want to get moving. Artoo ... Artoo. Do you copy? Activate elevator ... (looks at control panel) ... 31174 ...

ANAKIN cuts a hole in the elevator ceiling.

23 INT MAIN HANGAR-TRADE FEDERATION CRUISER

TWO SUPER BATTLE DROIDS are inspecting the Jedi starfighters. They overhear Obi-Wan's voice over the comlink and are distracted.

SUPER BATTLE DROID 1: What's that?

SUPER BATTLE DROID 2: Get back to work. It's nothing.

24 INT. ELEVATOR-TRADE FEDERATION CRUISER

OBI-WAN: Artoo?

ANAKIN climbs through the hole in the ceiling of the elevator.

OBI-WAN: (continuing) Always on the move.

OBI-WAN continues to talk on the comlink. Artoo quietly beeps a reply.

25 INT MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO tries to muffle the comlink as the TWO SUPER BATTLE DROIDS try to figure out where the voices are coming from. ARTOO extends an arm and plugs into a computer interface.

OBI-WAN: (OS) Artoo, switch on the comlink. Artoo, do you hear me? Artoo, we gave you a job to do! Artoo.

26 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Suddenly, the elevator plummets down the shaft. ANAKIN quickly jumps and grabs onto the hallway entry door. He watches as the elevator recedes down the shaft and disappears. ANAKIN struggles to keep his grip on the closed door as SPARKING wires rain down on him.

27 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator starts to descend rapidly.

OBI-WAN: Stop, stop! Artoo, we need to be going up.

28 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

Anakin struggles to hang on to the narrow edge of the elevator shaft. The door to the elevator shaft is pried open, and TWO BATTLE DROIDS appear in the doorway and look down at ANAKIN. They point their guns at him.

DROID 1: Hands up, Jedi! Don't move.

DROID 2: Roger, roger.

29 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The TWO SUPER BATTLE DROIDS overhear OBI-WAN's comlink messages to ARTOO.

SUPER BATTLE DROID 1: There it is again.

OBI-WAN: (OS) Artoo, do you copy? Artoo, do you hear me? Artoo, we need to be going up, not down.

30 INT. ELEVATOR-TRADE FEDERATION CRUISER

The elevator races down as OBI-WAN holds on.

OBI-WAN: Stop. Artoo! We need to go up! Stop, stop!

The elevator stops with a jolt. OBI-WAN falls to the floor.

31 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

The TWO SUPER BATTLE DROIDS see ARTOO and walk toward the little droid.

SUPER BATTLE DROID 1: Hey you!

ARTOO plugs into the interface again and the elevator shoots up.

32 INT. ELEVATOR-TRADE FEDERATION CRUISER

OBI-WAN stands up after having fallen in the elevator.

OBI-WAN: Now, that's better ...

33 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO is held up by TWO SUPER BATTLE DROIDS, who chuckle as the little Astro Droid curses and swings at them.

SUPER BATTLE DROID 1: You stupid little astro droid!

34 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

ANAKIN looks down and sees the elevator heading toward him at a high rate of speed. He looks at the BATTLE DROIDS leaning over him with their guns pointed at him. He calculates for a moment, then gives himself a push and flips himself up into the elevator shaft.

Before ANAKIN can arc into a descent down the shaft, the elevator races up through the shaft, cutting the DROIDS in two. ANAKIN lands on the elevator and quickly drops back through the hole in the ceiling. OBI-WAN is startled and ignites his lightsaber.

OBI-WAN: Oh, it's you ...

35 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO activates his oil hose and sprays the SUPER BATTLE DROIDS. The SUPER BATTLE DROIDS slip on the oil.

36 INT. ELEVATOR SHAFT-TRADE FEDERATION CRUISER

ANAKIN: What was that all about?

OBI-WAN: Well, Artoo has been ...

ANAKIN: No loose wire jokes ... He's doing the best he can.

OBI-WAN: Did I say anything?

ANAKIN: He's trying!

OBI-WAN: I didn't say anything!

37 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO ignites his arm rockets and shoots out of their grip, spraying them both with oil and setting them on fire. The SUPER BATTLE DROIDS slip and slide until they fall, smoldering. ARTOO rolls away.

38 INT. GENERAL'S QUARTER'S-TRADE FEDERATION CRUISER

The elevator door opens and the TWO JEDI carefully make their way into the main room of the General's Quarters. At the far end sits SUPREME CHANCELLOR PALPATINE. ANAKIN and OBI-WAN move toward the CHANCELLOR. As they get closer to PALPATINE, they see a very distressed look on the Chancellor's face.

OBI-WAN: (bows) Chancellor.

ANAKIN: Are you all right?

PALPATINE: (quietly) Count Dooku.

PALPATINE makes a small gesture with his hand. OBI-WAN and ANAKIN turn around. The elevator DOORS CAN BE HEARD OPENING AND CLOSING as COUNT DOOKU strides into the room. He is above the Jedi, standing on a balcony, with two SUPER BATTLE DROIDS. The Jedi turn to see him. He looks down on the Jedi.

OBI-WAN: (quietly to Anakin) This time we will do it together.

ANAKIN: I was about to say that.

COUNT DOOKU jumps down to the main level.

PALPATINE: Get help! You're no match for him. He's a Sith Lord.

OBI-WAN: Chancellor Palpatine, Sith Lords are our specialty.

OBI-WAN and ANAKIN throw off their cloaks and ignite their lightsabers.

COUNT DOOKU: Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor.

OBI-WAN and ANAKIN move toward DOOKU.

OBI-WAN: You won't get away this time, Dooku.

OBI-WAN and ANAKIN charge COUNT DOOKU. A great sword fight ensues.

COUNT DOOKU: I've been looking forward to this.

ANAKIN: My powers have doubled since the last time we met, Count.

COUNT DOOKU: Good. Twice the pride, double the fall.

DOOKU lunges at the JEDI and they fall back ...

COUNT DOOKU: (continuing) Your moves are clumsy, Kenobi ... too predictable. You'll have to do better.

As the battle proceeds, OBI-WAN and COUNT DOOKU are tired. ANAKIN is stronger as he becomes angry. ANAKIN continues to drive the attack on DOOKU. COUNT DOOKU throws OBI-WAN back using the Force.
ANAKIN and COUNT DOOKU move up the stairs. As they reach the upper landing of the General's Quarters, ANAKIN leaps over COUNT DOOKU. OBI-WAN reaches the top of the stairs, destroying TWO SUPER BATTLE DROIDS. COUNT DOOKU holds OBI-WAN in the air using the Force as he turns and kicks ANAKIN out of frame. OBI-WAN is choking.

ANAKIN hits the archway.

DOOKU sends OBI-WAN flying. The Jedi tumbles to the lower level unconscious. COUNT DOOKU spins around again and, using the Force, causes a section of the balcony to drop onto OBI-WAN. ANAKIN spins and kicks COUNT DOOKU, sending him over the balcony. ANAKIN Jumps, following him down to the main floor. COUNT DOOKU and ANAKIN continue the fight.

COUNT DOOKU: (continuing) I sense great fear in you, Skywalker. You have hate, you have anger, but you don’t use them.

Anakin regains his composure and attacks COUNT DOOKU as the Dark Lord continues his spin to meet him head on. Their fighting becomes even more intense. Anakin attacks COUNT DOOKU with a new ferociousness.

39 INT. GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

Anakin and Dooku continue their fight. It is intense! Finally, in one last energized charge, ANAKIN cuts off COUNT DOOKU's hands. The Jedi catches the lightsaber as it drops from the severed Sith Lord's hand. COUNT DOOKU stumbles to the floor as ANAKIN puts the two lightsabers to his neck. PALPATINE is grinning as he watches COUNT DOOKU's defeat.

PALPATINE: Good, Anakin, good. I knew you could do it. Kill him. Kill him now!

ANAKIN: I shouldn't ...

PALPATINE: Do it!!

ANAKIN cuts off COUNT DOOKU's head. A huge EXPLOSION somewhere deep in the ship rattles everything.

ANAKIN: ... I couldn't stop myself.

PALPATINE: You did well, Anakin. He was too dangerous to be kept alive.

ANAKIN drops COUNT DOOKU's lightsaber, moving to PALPATINE.

ANAKIN: Yes, but he was an unarmed prisoner.

ANAKIN raises his hands toward PALPATINE, who is strapped in the Admiral's Chair. The Chancellor's restraints pop loose.

ANAKIN: (continuing) I shouldn't have done that, Chancellor. It's not the Jedi way.

PALPATINE stands up, rubbing his wrists.

PALPATINE: It is only natural. He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin. Remember what you told me about your mother and the Sand People. Now, we must leave before more security droids arrive.

The ship begins to list to one side. ANAKIN rushes over to OBI-WAN, lifts the control console from on top of him, and pulls him free. He kneels down and checks out his unconscious friend. PALPATINE heads for the elevators.

PALPATINE: (continuing) Anakin, there is no time. We must get off the ship before it's too late.

ANAKIN: He seems to be all right. No broken bones, breathing's all right.

PALPATINE: Leave him, or we'll never make it.

ANAKIN: His fate will be the same as ours.

ANAKIN picks up OBI-WAN, slings him over his shoulder, and heads for the elevators.

40 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS: Prepare for attack.

PILOT: All batteries fire! Fire!

41 INT. BATTLESTATIONS-REPUBLIC CRUISER

Clone gunners fire on the Trade Federation cruiser and take fire in return. Gun emplacements are destroyed. Clone troopers go flying.

42 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

ANAKIN carries OBI-WAN to the elevator doors and hits the button. PALPATINE joins him.

ANAKIN: The elevator's not working, (into his comlink) Artoo ...

ARTOO BEEPS a response to ANAKIN.

ANAKIN: (continuing) ... Activate Elevator 3224.

Suddenly the ship shifts to its side as the elevator doors open. PALPATINE is thrown to the ground. ANAKIN jumps to the door frame of the elevator. ANAKIN looks into the elevator shaft.

ANAKIN: (continuing) Artoo ... do you copy? Artoo, come in!

43 INT. BRIDGE-TRADE FEDERATION CRUISER

Windows are blown out, droids and equipment are sucked into space.

PILOT: Reverse stabilizers.

44 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

As the ship rolls, spacecraft and equipment CRASH from one side of the ship to the other.
Several objects break through the metal blast doors, causing objects to be sucked into space. ARTOO starts to slide toward one of the small holes.

45 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

As the elevator shaft rotates, it has become a long hallway. ANAKIN clings to the doorframe with OBI-WAN on his shoulder, as the Chancellor struggles to join him.

46 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO continues to skid and slide toward open space. He swerves around boxes and wrecked fighters. One of the BATTLE DROIDS stumbles and is consumed by the electronic shield in a zap. ARTOO BEEPS a reply as he dodges the laser blasts of the BATTLE DROIDS. One bolt hits very near him, and he SCREAMS in terror.

47 INT. BRIDGE-TRADE FEDERATION CRUISER

PILOT: Magnetize! Magnetize!

48 INT. MAIN HANGAR-TRADE FEDERATION CRUISER

ARTOO is about to be overtaken by a starfighter sliding behind him. He falls into a heap of broken battle droid parts and the fighter bounces over him.

49 EXT. SPACE-CORUSCANT

The TRADE FEDERATION CRUISER heads straight down toward the planet.

50 INT. ELEVATOR LOBBY-GENERAL'S QUARTERS-TRADE FEDERATION CRUISER

ANAKIN jumps into the horizontal elevator shaft with OBI-WAN still on his shoulder.

ANAKIN: We can't wait. Come on, we have to be fast.

PALPATINE climbs into the elevator shaft also. They start running. The ship begins to roll again, and the Jedi and the Chancellor are forced to jump from one side of the elevator to the other.

51 INT. BRIDGE-TRADE FEDERATION CRUISER

GENERAL GRIEVOUS: Fire the emergency booster engines.

PILOT: Leveling out, sir.

52 INT. ELEVATOR SHAFT ON SIDE-TRADE FEDERATION CRUISER

ANAKIN still carrying OBI-WAN on his back, and PALPATINE run down the elevator shaft as it starts to move upright. ANAKIN cuts a control box on one of the doors, but before the doors can open, the ship moves to an angle, causing ANAKIN and PALPATINE to start sliding down the shaft. ANAKIN grabs some wires in the control box with one hand. PALPATINE grabs onto the Jedi's leg. As the ship rights itself, they are left hanging in the bottomless elevator shaft.

53 INT. ELEVATOR SHAFT, VERTICAL-TRADE FEDERATION CRUISER

ANAKIN, OBI-WAN, and PALPATINE hang precariously on the side of the bottomless elevator shaft. OBI-WAN regains consciousness and tries to look around.

ANAKIN: Easy... . We're in a bit of a situation.

OBI-WAN: Did I miss something?

OBI-WAN looks down and sees PALPATINE and the bottomless pit. They hear ARTOO BEEPING on Obi-Wan's comlink. The ship begins to roll, causing the vertical shaft to move into a forty-five-degree angle. They hear the elevator brakes release and look up to see the elevator heading toward them.

ANAKIN: Hold on.

OBI-WAN: What is that?

OBI-WAN and ANAKIN look up to watch the elevator approach them at high speed, then OBI-WAN turns to ANAKIN.

OBI-WAN: (continuing) Oops.

ANAKIN: Artoo, Artoo, shut down the elevator!

OBI-WAN: Too late! Jump!

They