CLOSE UP - AURRA SING

       Aurra's tone drops significantly.  She now speaks of a matter 
       of life or death.

                           AURRA SING
                 The Republic has proven stronger than we 
                 believed.
                     (beat)
                 We are suffering more casualties than 
                 expected.

       CLOSE UP - AURRA SING

       The CAMERA is closer on AURRA than in the previous shot.  
       Aurra's tone drops even further.

                           AURRA SING
                 Even as we speak, we've detected two 
                 Republic fighters headed here in 
                 hyperspace.

       MEDIUM SHOT - PALPATINE

       PALPATINE speaks in an amused voice.

                           PALPATINE
                 Two fighters?

       CLOSE UP - AURRA SING

                           AURRA SING
                 Mostly likely the advanced scouts of the 
                 rest of the fleet.

       MEDIUM SHOT - PALPATINE

       PALPATINE smiles.  He knows who is coming.  Everything is 
       going according to plan.

                           PALPATINE
                 Don't worry.  Alderaan will get what's 
                 coming to it.
                     (beat)
                 I have a feeling that everything's going 
                 to turn out alright.

       CLOSE UP - AURRA SING

                           AURRA SING
                 Well, we agree on that.
                     (beat)
                 I've been talking with Sonora Dodd.
                     (beat)
                 She's made a offer that we can't refuse.

       CLOSE UP - PALPATINE

       PALPATINE raises an eyebrow.

       CLOSE UP - AURRA SING

       AURRA speaks in a deceptively sweet voice.

                           AURRA SING
                 She's told us that the Trade Federation 
                 will aid in finding and developing a cure 
                 for my people.

       CLOSE UP - PALPATINE

       PALPATINE swallows.

       This was not supposed to happen.

       This was not part of his plan.

                           AURRA SING
                     (os)
                 And, to tell you the truth, I never 
                 believed that you were going to help us 
                 anyway.

       CLOSE UP - AURRA SING

                           AURRA SING
                 I am a Mandalorian, Palpatine.
                     (beat)
                 I don't fear you or Darth Sidious.

       MEDIUM SHOT - AURRA SING AND BATTLE DROIDS

       AURRA issues a simple command.

                           AURRA SING
                 Destroy them.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       JASTER gasps.  PALPATINE stares AURRA down.

       MEDIUM SHOT - BATTLE DROIDS

       A profile view, the DROIDS pull down their blasters, take 
       aim, and fire... all in a single motion.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       PALPATINE and JASTER dive away from the table as the 22 
       intersecting blaster bolts tear apart their chairs.

       MEDIUM SHOT - PALPATINE

       PALPATINE gets up and dusts himself off.

       CLOSE UP - PALPATINE

       He stares at AURRA, anger in his eyes.

       MEDIUM SHOT - AURRA SING

       AURRA quickly sweeps around to face the DROIDS.

       CLOSE UP - AURRA SING

       She shouts in a frantic and upset voice.

                           AURRA SING
                 Fire!  Fire!

       MEDIUM SHOT - BATTLE DROIDS

       The BATTLE DROIDS try to fire their blasters, but they 
       cannot.

       They freeze and glitch up, shaking, when they try to pull the 
       trigger.

       The SITH is stopping them.

       CLOSE UP - PALPATINE

       PALPATINE shouts.

                           PALPATINE
                 I could make them fire on you... but no.

       MEDIUM SHOT - PALPATINE

       PALPATINE sweeps his hand horizontally across the air.

       MEDIUM SHOT - AURRA SING AND BATTLE DROIDS

       The BATTLE DROIDS fall like dominos behind AURRA.

       She drops to the floor.

       MEDIUM SHOT - AURRA SING

       AURRA slams on a button on her silver wristband.  It sends 
       out a high-pitched beep.

       CLOSE UP - AURRA SING

       AURRA looks up at PALPATINE and flashes a defiant smile.

                           AURRA SING
                 How many droids can a Sith take out 
                 before he's gunned down, eh?

       MEDIUM SHOT - DOOR

       The door slams open.

       A PLATOON OF BATTLE DROIDS open fire from just beyond the 
       door.

       The march in, firing.

       MEDIUM SHOT - PALPATINE

       PALPATINE collects himself and lifts both his hands, blaster 
       bolts flying on either side of him.

       CLOSE UP - PALPATINE

       PALPATINE smiles.

       MEDIUM SHOT - PALPATINE

       Bolts of lightning tear out from his palms.

       MEDIUM SHOT - BATTLE DROIDS

       The first row of DROIDS shatters, steaming bits falling to 
       the ground.

       The second row of BATTLE DROIDS does not hesitate to take 
       their place.

       MEDIUM SHOT - PALPATINE AND BATTLE DROIDS

       PALPATINE stands there, in the center of the conference room, 
       throwing thunderbolts at the advancing droids, cutting them 
       down row upon row.

       CLOSE UP - JASTER MAREEL

       JASTER cowers under the table, watching PALPATINE fight the 
       DROIDS.

       MEDIUM SHOT - PALPATINE AND BATTLE DROIDS

       We see PALPATINE from under the table (but not Jaster's POV).  
       We see Palpatine's boots dug tightly into the floor and a 
       growing pile of battle droid parts surrounding the door.

       MEDIUM SHOT - BATTLE DROIDS

       The DROIDS approach, taking ground slowly, inch by inch.

       Palpatine's lightning can only slow them down.

       There are just too many.

       MEDIUM SHOT - PALPATINE AND BATTLE DROIDS

       PALPATINE continues to hurl thunder at the DROIDS, but there 
       is no stopping them.

       A militaristic version of the Old Republic theme begins.  
       Anakin's theme is incorporated into it.  It plays throughout 
       the next scene.

                                                       DISSOLVE TO:

       EXT. SPACE - TATOOINE - NEMESIS FLEET - MEDIUM SHOT - ANAKIN 
       AND NELL'S FIGHTERS

       We see space.

       After a moment, the two fighters flash on the screen.

       They scream forward.

       The CAMERA follows them though the maelstrom of the Nemesis 
       fleet, toward Tatooine.

       INT. ANAKIN'S FIGHTER - MEDIUM SHOT - ANAKIN

       ANAKIN flies, driven.

       Turbolasers strike glancing blows on Anakin's ship.

       INT. NELL'S FIGHTER - MEDIUM SHOT - NELL WYNDSUNG

       NELL follows ANAKIN.

       Blaster bolts speed past his small ship.

       EXT. SPACE - TATOOINE - NEMESIS FLEET - MEDIUM SHOT - ANAKIN 
       AND NELL'S FIGHTERS

       ANAKIN and NELL dive into Tatooine's atmosphere.

       INT. ANAKIN'S FIGHTER - MEDIUM SHOT - ANAKIN

       ANAKIN sits in his ship, calm and full of purpose.

       EXT. TATOOINE - HIGH ATMOSPHERE - MEDIUM SHOT - ANAKIN'S 
       FIGHTER

       Anakin's ship burns down, deeper into Tatooine.

       His ship glows bright.

       INT. ANAKIN'S FIGHTER - MEDIUM SHOT - ANAKIN

       The onboard computer on Anakin's ship speaks, warning ANAKIN.

                           COMPUTER
                 Warning.
                     (beat)
                 Planet fall angle too steep.
                     (beat)
                 Pull up.
                     (beat)
                 Pull up now.
                     (beat)
                 Craft integrity compromised.

       CLOSE SHOT - CONTROL PANEL

                           COMPUTER
                 Engaging auto-pilot.

       ANAKIN places his left hand against his control panel.

       ANAKIN sends out a focused Force blast.

       The panel explodes.

       CLOSE UP - ANAKIN

       ANAKIN takes a breath.

       INT. TATOOINE - LOW ATMOSPHERE - MEDIUM SHOT - ANAKIN'S 
       FIGHTER

       Anakin's fighter burns in its uncontrolled fall to Tatooine's 
       surface.

       The atmosphere thins out.

       Anakin's fighter still burns.

       EXT. MOS ESPA - OUTSKIRTS - WIDE SHOT

       A screaming star shoots out of the heavens, plowing into the 
       Tatooine sand.

       MEDIUM SHOT - ANAKIN'S FIGHTER

       Anakin's smoking fighter comes to a spinning stop.

       There is a pause.

       INT. ANAKIN'S FIGHTER - MEDIUM SHOT - ANAKIN

       ANAKIN places his hands up against the canopy.

       EXT. MOS ESPA - OUTSKIRTS - MEDIUM SHOT - ANAKIN'S FIGHTER

       The cockpit shatters outward as ANAKIN sends out a Force 
       pulse.

       MEDIUM SHOT - ANAKIN

       ANAKIN leaps out of his fighter.

       WIDE SHOT - ANAKIN AND HIS FIGHTER

       ANAKIN marches toward Mos Espa, kicking up sand.

       When ANAKIN is twenty feet away, his ship explodes.

       ANAKIN continues his march to his home.

       WIDE SHOT - ANAKIN AND MOS ESPA

       A reverse shot of the last, we see ANAKIN walking toward his 
       home.

       Turbolaser bolts rain down from orbit, obliterating parts of 
       the town and its surrounding settlements.

       WIDE SHOT - ANAKIN'S BURNED OUT FIGHTER

       A star appears in the sky above Anakin's fighter.

       It glides down in a controlled path.

       It is NELL WYNDSUNG.

       His ship comes to a skidding halt in front of Anakin's 
       wreckage.

       CLOSE UP - NELL WYNDSUNG

       NELL pops the canopy of his fighter.

       He looks out, seeing ANAKIN plodding off in the distance.

                                                            CUT TO:

       EXT. MOS ESPA - WIDE SHOT - BURNED OUT STREET

       The orbiting Nemesis fleet continues to bombard the city.

       The militaristic theme rises to a higher level.

       ANAKIN marches through the charred street, toward his past 
       home.

       The closer he gets to it, the louder and more powerful the 
       music gets.

       ANAKIN breaks into a dash.

       WIDE SHOT - BLACKED HOVEL

       We see Anakin's hovel, now black and broken.

       The music becomes frantic and deafening.

       ANAKIN sprints toward it.

       MEDIUM SHOT - BOMBED OUT DOOR

       The music, moving faster and faster, reaches its highest 
       point as ANAKIN sprints through the threshold.

       Silence.

       There is silence.

       We do not see inside.

       We do not see what ANAKIN sees.

       ANAKIN turns around and leaves his hovel, his face frozen in 
       a visage of loss.

       WIDE SHOT - BURNED OUT STREET

       ANAKIN paces back down the blacked street.  Orbiting ships 
       continue to bombard the city.

       MEDIUM SHOT - TWO BATTLE DROIDS

       TWO BATTLE DROIDS march down a side street, patrolling the 
       street, when they spot ANAKIN.

       They both fire on him simultaneously.

       MEDIUM SHOT - ANAKIN

       The blaster bolts fly past him, it appears as if ANAKIN 
       diverted them and changed their trajectory in mid-flight.

       ANAKIN looks toward the DROIDS.

       MEDIUM SHOT - TWO BATTLE DROIDS

       The TWO DROIDS look at each other.

       MEDIUM SHOT - ANAKIN

       ANAKIN sweeps his hand out, furiously.

       MEDIUM SHOT - TWO BATTLE DROIDS

       Both DROIDS are thrown back and shattered against a wall.

       WIDE SHOT - ANAKIN

       ANAKIN continues to walk down the street.

       Another DROID pops up.

       Anakin swings his arm, knocking him over.

       Another one attacks.

       ANAKIN smashes him, too.

       MEDIUM SHOT - BATTLE DROID

       Another BATTLE DROID engages ANAKIN.  He attacks from behind 
       a pile of smoldering wreckage.

       MEDIUM SHOT - ANAKIN AND BATTLE DROID

       ANAKIN stands there, the bolts deflected around him and being 
       driven into the sand.

       ANAKIN walks toward the shaking DROID.

       CLOSE UP - BATTLE DROID

       ANAKIN press his palm against the battle droid's snout.

       He wraps his fingers around the droid's head.

       CLOSE UP - ANAKIN

       Anakin's eyes become slits, furious.

       MEDIUM SHOT - ANAKIN AND BATTLE DROID

       Lightning burns forth from Anakin's fingers.

       Electricity snaps throughout the DROID, arcing over its 
       surface.

       The DROID short circuits

       The DROIDS smolders and sparks, but ANAKIN does not let go.

       ANAKIN only stops when a blaster bolt is fired above his 
       head.

       ANAKIN drops the DROID, which collapses into a pile of 
       twisted parts.

       ANAKIN slowly turns to face the new threat.

       MEDIUM SHOT - MANDALORIAN SUPER-COMMANDO

       A MANDALORIAN, in full armor, stands there, his blaster honed 
       in on ANAKIN.

       MEDIUM SHOT - ANAKIN AND MANDALORIAN

       ANAKIN stands there, waiting and wanting the MANDALORIAN to 
       shoot him.

       CLOSE UP - ANAKIN

       ANAKIN looks into the Mandalorian's hidden eyes.  He want to 
       die.

       CLOSE UP - MANDALORIAN SUPER-COMMANDO

       The MANDALORIAN waits for ANAKIN to make a move, but he does 
       not.

       CLOSE SHOT - MANDALORIAN BLASTER

       The MANDALORIAN clutches his blaster tightly, moments away 
       from firing.

       MEDIUM SHOT - ANAKIN AND MANDALORIAN

       ANAKIN waits to die.

       The MANDALORIAN takes aim.

       Suddenly, a long blue bolt of lightning snaps across the 
       screen and rips through the MANDALORIAN.

       He falls to the ground, blackened and burned.

       CLOSE UP - ANAKIN

       ANAKIN looks to see where the bolt came from.

       MEDIUM SHOT - NELL WYNDSUNG

       The CAMERA pans from the charred MANDALORIAN to NELL 
       WYNDSUNG.

       NELL smiles at ANAKIN.

       MEDIUM SHOT - ANAKIN

       ANAKIN paces toward NELL.

       CLOSE UP - ANAKIN

       ANAKIN looks at NELL for a long time.  Finally, he speaks.

                           ANAKIN
                 You?

       CLOSE UP - NELL WYNDSUNG

       NELL nods.

                           NELL WYNDSUNG
                 Yes.

       MEDIUM SHOT - ANAKIN

       ANAKIN shakes his head.

       He speaks, hesitantly.

                           ANAKIN
                 I don't care.
                     (beat)
                 Go!

       MEDIUM SHOT - NELL WYNDSUNG

       NELL searches Anakin's eyes.

       CLOSE UP - ANAKIN

       ANAKIN stares blankly at NELL.

       CLOSE UP - NELL WYNDSUNG

       NELL looks down and turns away.

       MEDIUM SHOT - ANAKIN AND NELL WYNDSUNG

       NELL walks off into the desert.

       ANAKIN stands, motionless.

       WIDE SHOT - ANAKIN AND NELL WYNDSUNG

       NELL walks off, toward his fighter.

       ANAKIN stands there, in the center of the bombed out street.

       MEDIUM SHOT - ANAKIN

       ANAKIN raises his arms.

       CLOSE UP - ANAKIN

       ANAKIN places his palms at his temples.

       He closes his eyes.

       He just stands there.

       Moments pass.

       Then, Anakin's eyes snap open.

       MEDIUM SHOT - ANAKIN

       ANAKIN lifts his arms all the way up, his palms facing the 
       sky.

       Minute sparks start to form.

       Streams of energy collect around Anakin's feet.

       WIDE SHOT - ANAKIN

       Energies are drawn to ANAKIN from the planet.

       Life gathers there around him.

       A pool of energy forms at his feet.

       It streams around ANAKIN, focusing as it rises.

       CLOSE UP - ANAKIN

       ANAKIN stares up at the sky.

       INT. TRADE FEDERATION HEAVY BATTLESHIP - BRIDGE - WIDE SHOT

       The bridge of the heavy battleship is manned by MANDALORIANS 
       and BATTLE DROIDS.  SONORA DODD sits in the captain's chair.

       MEDIUM SHOT - DROID OFFICER

       A DROID OFFICER speaks in a mechanical voice.

                           DROID OFFICER
                 Sir.
                     (beat)
                 We are detecting a massive energy buildup 
                 on the planet.

       MEDIUM SHOT - SONORA DODD

       SONORA DODD gets up and walks toward the window, looking out.

       A bright spot can be seen in the middle of Tatooine.

                           DROID OFFICER
                     (os)
                 It is a massive vergence around a single 
                 point.

       EXT. MOS ESPA - WIDE SHOT - ANAKIN

       ANAKIN stands, surrounded by light.

       CLOSE UP - ANAKIN

       ANAKIN stares defiantly up at the orbiting fleet.

                           ANAKIN
                 I speak for the dead.

       EXT. SPACE - TATOOINE

       A massive beam of energy shoots up into orbit from Tatooine.

       WIDE SHOT - NEMESIS FLEET

       The stream of energy vaporizes several smaller ships on its 
       way to a Trade Federation battleship.

       MEDIUM SHOT - TRADE FEDERATION BATTLESHIP

       The battleship is stuck down, blown apart.

                                                            CUT TO:

       INT. TRADE FEDERATION HEAVY BATTLESHIP - CONFERENCE ROOM - 
       WIDE SHOT - PALPATINE AND BATTLE DROIDS

       We see the battleship explode from the windows of the heavy 
       battleship's conference room.

       The heavy battleship is rocked by its exploding sister ship.

       It was a momentary diversion.

       Palpatine's battle with the endless DROID ARMY continues.

       MEDIUM SHOT - PALPATINE

       PALPATINE is tired of this battle.

       CLOSE UP - PALPATINE

       PALPATINE stares at the endless DROIDS.

       MEDIUM SHOT - BATTLE DROIDS

       BATTLE DROIDS march forward, over their destroyed companions.

       MEDIUM SHOT - PALPATINE

       In between lightning bolts, PALPATINE sweeps his arm 
       horizontally.

       MEDIUM SHOT - DOOR

       The door to the conference room slams closed, crushing 
       several BATTLE DROIDS in the process.

       MEDIUM SHOT - PALPATINE AND BATTLE DROIDS

       PALPATINE unleashes furious bolts of lightning, destroying 
       the last of the DROIDS.

       MEDIUM SHOT - PALPATINE

       PALPATINE breathes as the last of the DROIDS fall.

       He shakes his head and dusts himself off.

       Then, the sound of a charging weapon can be heard.

       PALPATINE turns in the direction of the sound, frightened.

       The CAMERA pans so that we see who it is.

       It is AURRA SING.

       She holds a long black blaster outstretched.

       We hear a blaster go off and see a bolt strike her down.

       MEDIUM SHOT - PALPATINE

       PALPATINE turns to see where this shot just came from.

       MEDIUM SHOT - JASTER MAREEL

       JASTER stands in the corner, shaking and clutching a battle 
       droid blaster rifle.

       MEDIUM SHOT - PALPATINE

       PALPATINE smiles.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       PALPATINE walks over to JASTER, still shaking.

       PALPATINE speaks in a genuine voice.

                           PALPATINE
                 Thank you.

       JASTER nods.

       CLOSE UP - PALPATINE

                           PALPATINE
                 Are you alright?
                     (beat)
                 Are you ok?

       CLOSE UP - JASTER MAREEL

       JASTER nods.

                           JASTER MAREEL
                 Yeah...
                     (beat)
                 I'm fine.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       PALPATINE rests his hand on Jaster's shoulder.

                           PALPATINE
                 Come on, let's go.

       JASTER shakes is head side to side.

                           JASTER MAREEL
                 No.

       PALPATINE is shocked.

       CLOSE UP - JASTER MAREEL

       JASTER gains confidence as he speaks.

                           JASTER MAREEL
                 You go.
                     (beat)
                 I'm staying here.
                     (beat)
                 I'll be ok.
                     (beat)
                 I can take care of myself.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       PALPATINE rubs his hand through Jaster's short hair.

       He smiles.

                           PALPATINE
                 I told you that this was a place of 
                 destiny.

       CLOSE UP - PALPATINE

       PALPATINE smiles and speaks in a fatherly tone.

                           PALPATINE
                 I told you that you'd find yourself.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

                           PALPATINE
                 Be careful, Mareel.

       PALPATINE turns away from JASTER.

       He walks to the door.

       MEDIUM SHOT - PALPATINE

       PALPATINE presses his hands up against the closed door.  An 
       ARMY OF BATTLE DROIDS waits outside.

       Palpatine's hands glow.

       The door crackles and a horrible explosion sounds from 
       outside.

       The door then shatters.

       Outside it, 100 BATTLE DROIDS line the ground.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       PALPATINE takes one last look at JASTER.  He then leaves.

       MEDIUM SHOT - JASTER MAREEL

       JASTER walks about the room, gaining confidence as he does.  
       He grips the battle droid blaster loosely in his left hand.

       JASTER paces up to AURRA SING.  He stands over her.

       He looks down at her and her green Mandalorian armor.

       CLOSE UP - JASTER MAREEL

       JASTER looks back up and breathes.

                                                       DISSOLVE TO:

       EXT. SPACE - TATOOINE - NEMESIS FLEET - TRADE FEDERATION 
       HEAVY BATTLESHIP - DOCKING BAY

       Palpatine's shuttle exits the heavy battleship.

       EXT. SPACE - TATOOINE - NEMESIS FLEET - MEDIUM SHOT - 
       PALPATINE'S SHIP

       Palpatine's shuttle speeds away.

       ANAKIN continues to shoot down orbiting ships from Tatooine's 
       surface.

       EXT. SPACE - TATOOINE - NEMESIS FLEET - MEDIUM SHOT - NELL'S 
       FIGHTER

       NELL WYNDSUNG appears behind PALPATINE.  He maneuvers his 
       Headhunter to the side of Palpatine's shuttle.

       The CAMERA follows them through the fleet, as ANAKIN takes 
       out another ship.

       PALPATINE and NELL jump to Coruscant.

                                                       DISSOLVE TO:

       INT. SENATE COMPLEX - WAR ROOM - WIDE SHOT - OBI-WAN

       OBI-WAN watches the battle.

       The Republic is winning, against all odds.

       The door behind him slides open, casting a strong shaft of 
       light into the dark room.

       MEDIUM SHOT - PALPATINE

       PALPATINE enters, happy.

       He then stops and stumbles upon seeing OB-WAN, hunched over 
       the holoprojector.

                           PALPATINE
                 Obi-Wan!?!

       MEDIUM SHOT - OBI-WAN AND PALPATINE

       OBI-WAN strides forward, toward PALPATINE.

       CLOSE UP - OBI-WAN

       OBI-WAN stares defiantly into PALPATINE.

       CLOSE UP - PALPATINE

       PALPATINE stutters.

                           PALPATINE
                 Uh...
                     (beat)
                 Obi-Wan...
                     (beat)
                 I...
                     (beat)
                 I though...

       CLOSE UP - OBI-WAN

       OBI-WAN speaks in a superior voice.

                           OBI-WAN
                 I thought that you were with the fleet.

       OBI-WAN grins.

       CLOSE UP - PALPATINE

                           PALPATINE
                 I...
                     (beat)
                 I was.

       CLOSE UP - OBI-WAN

       Obi-Wan's eyes narrow.

       MEDIUM SHOT - PALPATINE

       PALPATINE changes the subject.

                           PALPATINE
                 Umm...
                     (beat)
                 Obi-Wan...
                     (beat)
                 Do you know where Master Yoda is?
                     (beat)
                 I can't find him.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN crosses his arms.

                           OBI-WAN
                 No.

       He's lying.

       MEDIUM SHOT - OBI-WAN AND PALPATINE

       A profile view.

                           PALPATINE
                 Well, it's just that I'm going to be... 
                 uh... addressing the Senate in an 
                 emergency session, and the Council will 
                 be attending it.
                     (beat)
                 Actually, though, only six of them will 
                 be going.
                     (beat)
                 The others are... um... busy.

       OBI-WAN looks smugly at PALPATINE.

       CLOSE UP - PALPATINE

                           PALPATINE
                 You can come if you like.
                     (beat)
                 I'd actually appreciate it if you did.
                     (beat)
                 So, why don't you?
                     (beat)
                 Go wait with the Council.  I'm having my 
                 guards escort them.

       PALPATINE repeats himself.

                           PALPATINE
                 Why don't you?