MEDIUM SHOT - NELL WYNDSUNG

       Another angle, Atkinson's fourth strike cuts down vertically, 
       near Nell's handle.

       MEDIUM SHOT - NELL WYNDSUNG

       Another angle, Atkinson's fifth strike hits horizontally 
       across the body of Nell's blade.

       He falls back.

       CLOSE UP - ATKINSON RAIN

       ATKINSON bares her teeth as she swings her sabre down 
       vertically.

       CLOSE UP - NELL WYNDSUNG

       NELL snarls.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       NELL slams his blade into Atkinson's.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       A reverse shot of the last, NELL swings horizontally.

       ATKINSON dashes to avoid it.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON steels herself.  She wheels her sabre up and over 
       her head.  She then spins it out.

       CLOSE UP - ATKINSON RAIN

       A profile view, ATKINSON bares her teeth.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON charges, her sabre pulsing at her side.

       MEDIUM SHOT - NELL WYNDSUNG

       NELL extends his hand at the oncoming JEDI.

       CLOSE SHOT - NELL'S HAND

       Lightning claps forth from Nell's hand.

       CLOSE UP - ATKINSON RAIN

       Fear flashes across Atkinson's face.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       Lightning streams forth from Nell's fingertips to ATKINSON 
       RAIN.

       MEDIUM SHOT - ATKINSON RAIN

       Amid the lightning, ATKINSON is thrown back.

       She slams against the floor.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       NELL stands, triumphantly, over ATKINSON.

       She smolders on the ground.

       CLOSE UP - NELL WYNDSUNG

       NELL smiles arrogantly.

       CLOSE UP - ATKINSON RAIN

       Pain burns across Atkinson's face.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON limps to her feet, despite of the pain.

       Her clothing smokes and smolders.

       MEDIUM SHOT - NELL WYNDSUNG

       NELL lifts his sabre, bringing it up behind his head.

       He prepares to deal the deathblow.

       The music, ominous, rises higher and higher.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       NELL begins to bring his sabre down hard on ATKINSON.

       CLOSE UP - ATKINSON RAIN

       ATKINSON steels herself for the deathblow.

       She grinds her teeth.

       EXTREME CLOSE UP - ATKINSON'S EYE

       The CAMERA pushes in hard on Atkinson's left eye, open wide.

       CLOSE SHOT - NELL'S SABRE

       Nell's sabre swings down, over Atkinson's head.

       CLOSE UP - ATKINSON RAIN

       ATKINSON grimaces and brings her head back, her face pointing 
       up.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       NELL completes his swing.

       Atkinson's head flops to the side.

       CLOSE SHOT - ATKINSON'S BOOTS

       Blood splatters onto the metal floor, in front of ATKINSON.

       It is her blood.

       It is her red blood splattering across the hard deck.

       It is her blood spilling down onto the floor.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON RAIN lifts her head, her face red with blood running 
       down her forehead, nose, cheek, and chin.

       But, she is alive.

       She is alive.

       She bares her teeth.

       Hatred, rage, and fury burn within her.

       The music moves quicker and quicker.

       The operatic chant becomes a scream from the choir.

       There is time to thank the Universe for this second chance at 
       life later.

       She picks herself up and swings up her sabre.

       CLOSE SHOT - ATKINSON'S LEFT BOOT

       ATKINSON RAIN plants her left foot into the ground, 
       propelling herself forward.

       CLOSE SHOT - ATKINSON'S SABRE

       The tip of Atkinson's yellow blade cuts into the ground as 
       she swings it up.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON swings her lightsabre up, diagonally across her 
       chest, with all her strength.

       MEDIUM SHOT - NELL WYNDSUNG

       NELL falters back as Atkinson's blade cuts into his chest, 
       slicing into his skin.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON RAIN carries her slash through to its completion.

       WIDE SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       ATKINSON lunges at the bleeding SITH.

       She attacks in a frenzy of moves so fast they cannot be 
       individually seen.

       The fire of 1,000 suns and 1,000 hearts burn within her.

       A fiery yellow arc pushes NELL back.

       She strikes down hard with a burning crescent.

       NELL does all that he can do to defend himself.

       He forces all his power behind his own blade.

       The two sabres clash, meeting together a full speed.

       A blinding flash of light and deafening crackle escape from 
       the point of impact.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       The two stand there, each forcing their full weight behind 
       their blades.

       CLOSE UP - ATKINSON RAIN

       ATKINSON spits her words, still taunting the SITH.

                           ATKINSON RAIN
                 Your style of fighting is old, but I 
                 understand it now...

       CLOSE UP - NELL WYNDSUNG

       NELL spits his words back.

                           NELL WYNDSUNG
                 You learn fast.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       Spite fills the crackling air.

                           ATKINSON RAIN
                 You don't bother to learn.

                           NELL WYNDSUNG
                 I don't have to...

       CLOSE UP - NELL WYNDSUNG

       NELL smiles through the pain.

       He speaks with all the power and emotion he has left.

                           NELL WYNDSUNG
                 I win.

       CLOSE UP - ATKINSON RAIN

       ATKINSON raises her eyebrows, momentary confused.

       CLOSE SHOT - NELL'S BLASTER

       NELL sticks his blaster pistol, hidden until now, up into 
       Atkinson's stomach.

       He forces it into her.

       CLOSE UP - ATKINSON RAIN

       ATKINSON gasps in pain.

       Her eyes momentary glaze over as she looks down.

       CLOSE UP - NELL WYNDSUNG

       NELL smiles a triumphant smile.

       CLOSE UP - ATKINSON RAIN

       ATKINSON brings her blood shot eyes back up, defiance in 
       them.

                           ATKINSON RAIN
                 No, you don't.

       She spits her words through the blood.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       ATKINSON savors her words.

                           ATKINSON RAIN
                 Learn not... live not, my master always 
                 says.

       CLOSE UP - NELL WYNDSUNG

       NELL raises an eyebrow.

       MEDIUM SHOT - ATKINSON RAIN AND NELL WYNDSUNG

       A moment passes.

       The two sabres are still locked.

       Darth Pause's blaster is still lodged into Atkinson's 
       stomach.

       CLOSE UP - ATKINSON RAIN

       Blood flows from the diagonal gash across her face.

       ATKINSON spits every last bit of energy in her body into her 
       cryptic words of defiance that make so much sense.

       She tries to shout, but it comes out as a whisper.

                           ATKINSON RAIN
                 Pain.

                                                            CUT TO:

       EXT. SPACE - TATOOINE

       The wreckage of Nemesis's Tatooine fleet orbits the planet.

       It is a macabre sight.

       The twisted slag floats frozen in the void.

       EXT. MOS ESPA - ANAKIN'S HOVEL

       The CAMERA pushes in on the blackened hovel.

       Anakin's voice can be heard inside, but his words cannot be 
       determined.

       The CAMERA enters the house.

       It navigates through the blacked living space.

       It turns to Anakin's room.

       The CAMERA enters Anakin's room.

       We see ANAKIN, sitting in front of the now complete SEE-
       THREEPIO.

       He is crying.

       ANAKIN mutters to himself.

                           ANAKIN
                 ...I'm going to finish everything that I 
                 ever started...

       He activates the completed DROID.

       MEDIUM SHOT - SEE-THREEPIO

       SEE-THREEPIO sits up on the table.

       He speaks in a chipper voice.

                           SEE-THREEPIO
                 Hello.
                     (beat)
                 I am See-Threepio, Human Cyborg 
                 Relations.
                     (beat)
                 How might I serve you?

       CLOSE UP - ANAKIN

       ANAKIN smiles through his tears.

       CLOSE UP - SEE-THREEPIO

       SEE-THREEPIO looks at ANAKIN.

                           SEE-THREEPIO
                 Pardon me.
                     (beat)
                 My memory banks may be malfunctioning, 
                 but are you Master Anakin?

       MEDIUM SHOT - ANAKIN AND SEE-THREEPIO

       ANAKIN nods.

       SEE-THREEPIO speaks in an alarmed voice.

                           SEE-THREEPIO
                 Oh my!

       CLOSE UP - ANAKIN

       ANAKIN smiles.

       He runs his fingers through his hair.

       MEDIUM SHOT - ANAKIN AND SEE-THREEPIO

       ANAKIN stands up.

       He helps SEE-THREEPIO stand.

       MEDIUM SHOT - SEE-THREEPIO

       SEE-THREEPIO looks himself over.

                           SEE-THREEPIO
                 Master Anakin?
                     (beat)
                 I thank you for completing me.
                     (beat)
                 How might I serve you?

       MEDIUM SHOT - ANAKIN

       ANAKIN shakes his head.  He speaks in a shaky voice.

                           ANAKIN
                 Ummm...
                     (beat)
                 Go look over the moisture vaporators.

       MEDIUM SHOT - ANAKIN AND SEE-THREEPIO

       SEE-THREEPIO walks out of Anakin's room.

       ANAKIN watches him and smiles.

       MEDIUM SHOT - ANAKIN

       ANAKIN crosses his arms, pleased with his work.

       He smiles.

                           SEE-THREEPIO
                     (os)
                 Oh, excuse me!

       ANAKIN looks toward the door.  Fear flashes through his mind.  
       He prepares meet this intruder.

       MEDIUM SHOT - ENTRANCE TO ANAKIN'S ROOM

       Slowly, CHANCELLOR PALPATINE enters Anakin's room.  He wears 
       a dark loose-fitting suit.

       MEDIUM SHOT - ANAKIN

       ANAKIN speaks, in an obviously surprised voice.

                           ANAKIN
                 Grand Chancellor!?!

       MEDIUM SHOT - PALPATINE

       PALPATINE nods.

                           PALPATINE
                 Yes, Anakin.

       MEDIUM SHOT - ANAKIN AND PALPATINE

       PALPATINE approaches ANAKIN.

       He speaks openly to the JEDI.

                           PALPATINE
                 Anakin, I am sorry.

       CLOSE UP - PALPATINE

                           PALPATINE
                 We need to talk.

       CLOSE UP - ANAKIN

                           PALPATINE
                     (os)
                 There are things that I need to tell you.

       MEDIUM SHOT - ANAKIN AND PALPATINE

       PALPATINE rests his hand on Anakin's shoulder.

                                                          FADE OUT.