CLOSE UP - OBI-WAN

                           OBI-WAN
                 The Universe attends to such things.  The 
                 Universe would find a way to make things 
                 right.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       MACE WINDU smiles.  He places his arms on Obi-Wan's 
       shoulders.

                           MACE WINDU
                 Exactly.  You were put where you are when 
                 you are for a reason.  You were trained 
                 by Qui-Gon because you were always meant 
                 to.  Everything happens for a reason.  
                 You were supposed to be trained by Qui-
                 Gon.  You were destined to go to Tatooine 
                 and Naboo.

       CLOSE UP - OBI-WAN

       OBI-WAN speaks timidly.

                           OBI-WAN
                 And... Is Amidala destined for Anakin?

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

                           MACE WINDU
                 I cannot answer that, Obi-Wan, but I can 
                 tell you this...

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 Qui-Gon trained three Padawans.  Someday, 
                 far from now, you, too, will train 
                 another.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

                           OBI-WAN
                 Sure.

       OBI-WAN backs away from MACE WINDU.

       MEDIUM SHOT - YODA

       YODA, still sitting, makes his presence known.

                           YODA
                 Obi-Wan!

       MEDIUM SHOT - OBI-WAN

       OBI-WAN turns to YODA.

       CLOSE UP - YODA

                           YODA
                 Obi-Wan, know do you why here you are?

       MEDIUM SHOT - OBI-WAN, MACE WINDU, AND YODA

       OBI-WAN sits in front of YODA.  MACE WINDU stands beside him, 
       his arms crossed.

                           OBI-WAN
                 Something about the Trade Federation... A 
                 war.

                           YODA
                 Yes and no, Obi-Wan.  Yes and no.

       MEDIUM SHOT - MACE WINDU

                           MACE WINDU
                 We have been researching the Sith.  We 
                 have found things.

       MACE WINDU pauses.

                           MACE WINDU
                 The Republic has entered down a path from 
                 which there is no return.  It must follow 
                 it through, now, to its completion.

       CLOSE UP - YODA

       YODA nods slightly, agreeing with Mace Windu's words.

                           MACE WINDU
                     (os)
                 Time are changing.  People are changing.  
                 The Republic is no longer what is once 
                 was.  The Jedi are no longer what they 
                 once were.

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 There is... something ahead of us... 
                 something that will change us all.
                     (beat)
                 The Republic is at war with a dark enemy.  
                 It is not a war for material wealth of 
                 land.  Principle is at stake.

       CLOSE UP - OBI-WAN

       OBI-WAN listens intently to Mace Windu's words.

                           MACE WINDU
                     (os)
                 The Council has been... ordered to 
                 command the Republic's army.  We have 
                 been voted into a precarious position.
                     (beat)
                 You, Obi-Wan, have been called to help.  
                 You will plan with us.  You will serve as  
                 a general. Qui-Gon was a great tactician.  
                 We hope that his student is one, as well.  
                 Together, we may be able to save 
                 something.

       MEDIUM SHOT - OBI-WAN, MACE WINDU, AND YODA

       OBI-WAN shakes his head, trying to understand.  He looks at 
       MACE WINDU and YODA but cannot speak.

                                                            CUT TO:

       INT. JEDI TEMPLE - CAUSEWAY - MEDIUM SHOT - OBI-WAN AND MACE 
       WINDU

       MACE WINDU leads OBI-WAN down a twisting hallway.  They walk 
       past the CAMERA.  It rotates to see them walk away from it.

       CLOSE UP - OBI-WAN

                           OBI-WAN
                 Saffer, where are we going?

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 There is someone I want you to meet, Obi-
                 Wan.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       The CAMERA is in front of the TWO JEDI.

                           OBI-WAN
                 Who?

                           MACE WINDU
                 My Padawan...

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       A profile view, the two continue on down the path.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN walks down the path, looking up at MACE WINDU.  OBI-
       WAN is unsure.

       MEDIUM SHOT - MACE WINDU

       MACE WINDU strides down the path, confident.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       The CAMERA is behind OBI-WAN and MACE WINDU.  They continue 
       on for a time.  Then, a light becomes visible off in the 
       distance.  The path opens up into a large circular chamber.  
       A FIGURE stands in the center of the upcoming room.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       The CAMERA is in front of the two.

                           MACE WINDU
                 Atkinson Rain.

       CLOSE UP - OBI-WAN

       A quick shot, OBI-WAN looks up at MACE WINDU.

       CLOSE UP - MACE WINDU

       A quick shot, MACE WINDU looks down at OBI-WAN.

       INT. JEDI TEMPLE - LIGHT CHAPEL - WIDE SHOT

       OBI-WAN KENOBI and MACE WINDU enter the circular chamber.  A 
       FEMALE JEDI stands in the center, waiting.  She is Mace 
       Windu's Padawan.  She is ATKINSON RAIN.  She wears a tight 
       black jumpsuit under a red and black cloak.  A thin silver 
       lightsabre hangs at her side.

       The room is open to the Coruscant skyline.  The floor is an 
       illuminated white.  Thin brown supports radiate out from the 
       center, under Atkinson's feet.  The supports extend up and 
       form cage-like vertical bars.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       The two stop just inside the chamber.  They look at each 
       other.  OBI-WAN does not want to advance.  After some 
       moments, MACE WINDU pushes OBI-WAN forward.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       OBI-WAN stumbles forward.  He stops several paces in front of 
       Atkinson's feet.  ATKINSON smirks.  She strolls up to OBI-WAN 
       and looks him in the eye.

       The music softly chimes.

       They stare at each other for a long time.

       CLOSE UP - OBI-WAN

       OBI-WAN looks into Atkinson's eyes.  He is unsure.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks into Obi-Wan's eyes.  She is smiling.  She 
       knows things.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       ATKINSON speaks in a brief and knowing tone.

                           ATKINSON RAIN
                 You can't have her.

       CLOSE UP - OBI-WAN

       OBI-WAN looks at ATKINSON, not understanding.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON spins around and paces to the balcony, looking out.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       MACE WINDU approaches OBI-WAN from behind.  MACE WINDU speaks 
       softly.

                           MACE WINDU
                 Atkinson is unique.  She is special.  
                 When a Jedi is trained, they put up 
                 blocks to prevent them from hearing.  
                 They block out noise. They construct 
                 barriers.  They isolate their thoughts.

       MEDIUM SHOT - ATKINSON

       ATKINSON stands in front of the balcony, her arms crossed.  
       She faces away from the CAMERA.

                           MACE WINDU
                     (os)
                 Atkinson is different.  She has torn down 
                 all the walls.  She hears everything.  
                 She can hear even the quietest thought.  
                 She can read a volume from a single 
                 expression.  She can learn you life story 
                 from a brief encounter.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

                           MACE WINDU
                 She can hear every mind in a crowd and 
                 understand every thought.  She is young, 
                 Obi-Wan, but she is wise.

       CLOSE UP - OBI-WAN

                           OBI-WAN
                 Why have you...

       CLOSE UP - MACE WINDU

       MACE WINDU smiles.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

                           MACE WINDU
                 You are troubled.  Your thoughts are 
                 irrational.  Here, I present to you a 
                 fellow Jedi.

       CLOSE UP - OBI-WAN

                           MACE WINDU
                     (os)
                 You are a Knight.  She is still a 
                 Padawan.  You are equal. You are lesser.  
                 You are greater.

       CLOSE UP - ATKINSON RAIN

                           MACE WINDU
                     (os)
                 You have a greater rank, but she knows 
                 much more.  She is strong... very strong, 
                 but she is still young.  She has never 
                 left Temple. Together, you and her...

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       OBI-WAN interrupts, angry.

                           OBI-WAN
                 Stop.
                     (beat)
                 The answer is no.

                           MACE WINDU
                 But, you do not know...

                           OBI-WAN
                 Yes, I do.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON speaks, still looking across the skyline.

                           ATKINSON RAIN
                 No, you don't.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

       OBI-WAN looks over to ATKINSON and then back to MACE WINDU.

                           MACE WINDU
                 She will prove to be a great companion.

       MEDIUM SHOT - ATKINSON RAIN

       The CAMERA is behind ATKINSON, still watching the skyline.

                           MACE WINDU
                     (os)
                 Go.  Train with her.

       MEDIUM SHOT - OBI-WAN AND MACE WINDU

                           MACE WINDU
                 The Senate will be meeting soon.  I can 
                 say no more until their session is over. 
                 I will summon you when they have decided 
                 on a course of action, General.

       CLOSE UP - OBI-WAN

       OBI-WAN glances up at MACE WINDU and then at ATKINSON.

       CLOSE UP - ATKINSON RAIN

       ATKINSON stares out over the capital.  She is smiling.

                                                            CUT TO:

       EXT. CORUSCANT - SENATE BUILDING

       The Senate building stands amid statues and traffic.

       INT. SENATE BUILDING - MAIN HALLWAY - WIDE SHOT

       The hallway is vast, extending forever in all directions.  
       The floor is a black marble with golden stripes leading to 
       the meeting chamber.  Large white marble statues line the 
       way.

       QUEEN AMIDALA, clad in a brown and gold offworld attire, 
       enters.  She is accompanied by ANAKIN and FOUR NABOO GUARDS.  
       ANAKIN is in a brown Jedi robe.

       They appear as little more than specks.

       A FIGURE dashes towards them.  It is JASTER MAREEL.

       MEDIUM SHOT - JASTER MAREEL

       JASTER runs towards the QUEEN.  He flails his arms.

                           JASTER MAREEL
                 Queen Amidala!  Queen Amidala!

       MEDIUM SHOT - JASTER AND THE QUEEN

       JASTER stumbles to a stop in front of AMIDALA.  He pants and 
       then straightens himself up.

       CLOSE UP - JASTER MAREEL

                           JASTER MAREEL
                 Queen Amidala...  I am Jaster Mareel, 
                 attache to Chancellor Palpatine and 
                 representative of Naboo.

       CLOSE UP - QUEEN AMIDALA

       AMIDALA nods her head in recognition.

       MEDIUM SHOT - JASTER, AMIDALA, ANAKIN, AND GUARDS

                           JASTER MAREEL
                 The Senate meeting has already begun. 
                 Please, if you follow me...

       JASTER hurries off.  AMIDALA waits a moment and then follows.  
       The GUARDS march behind her.  ANAKIN strolls a few paces 
       behind.

                                                            CUT TO:

       INT. SENATE BUILDING - SENATE CHAMBER - WIDE SHOT

       An establishing shot, we see the HUNDREDS OF REPRESENTATIVES 
       from above.  SUPREME CHANCELLOR PALPATINE is in the center of 
       the room.

       CLOSE UP - PALPATINE

       PALPATINE stands in the central box of the chamber.  SENATE 
       GUARDS, clad in blue robes, stand at his sides.

                           PALPATINE
                 ... and if you all direct your views to 
                 the screens in your boxes...

       WIDE SHOT - NABOO BOX

       JASTER, AMIDALA, and ANAKIN fill into their box.

                           PALPATINE
                     (os)
                 ... you will see that when the image is 
                 enlarged and refined...

       CLOSE UP - AMIDALA

       AMIDALA bites her lip.

       CLOSE SHOT - SCREEN IN NABOO POD

       A still from the recording previously viewed on Naboo is 
       enhanced.  The Trade Federation battleship outline becomes 
       apparent.

       CLOSE UP - PALPATINE

       The SENATE erupts.  DELEGATIONS scream and shout.

       PALPATINE maintains his composure.

       MEDIUM SHOT - NARN DELEGATION

                           NARN SENATOR
                 We thought that the Trade Federation had 
                 been dealt with!

       CLOSE UP - CENTAURI SENATOR

                           CENTAURI SENATOR
                 Yes, Palpatine, we thought that you put 
                 an end to the Neimoidians!

       CLOSE UP - PALPATINE

       PALPATINE remains emotionless.

       MEDIUM SHOT - PALPATINE

       PALPATINE waits for the voices to settle down.  Eventually, 
       they do.

       CLOSE UP - PALPATINE

                           PALPATINE
                 I believed that the Neimoidians were 
                 dealt with.  I believed that we had put 
                 an end to them.
                     (beat)
                 I was wrong.

       The SENATE erupts, again.

       WIDE SHOT - SENATE

       SENATORS scream and shout.

       MEDIUM SHOT - MINBARI DELEGATION

       The MINBARI SENATOR shouts atop the noise.

                           MINBARI SENATOR
                 Where is the Neimoidian senator?

       The OTHER SENATORS hush.

       CLOSE UP - PALPATINE

                           PALPATINE
                 The Neimoidian delegation disappeared 
                 three days ago.  Some thirty other 
                 senators have also vanished, most notably 
                 the Bokk.

       The noise starts up again, but PALPATINE continues.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 Queen Amidala, monarch of the Naboo, is 
                 with us today to discuss this matter.

       MEDIUM SHOT - NABOO BOX

       The Naboo box ventures out of its mooring, maneuvering 
       towards the main platform.

       CLOSE UP - QUEEN AMIDALA

       AMIDALA whispers.

                           AMIDALA
                 We've done this all before.

       MEDIUM SHOT - PALPATINE AND NABOO BOX

                           PALPATINE
                 Queen Amidala...

       CLOSE UP - QUEEN AMIDALA

                           AMIDALA
                 Thank you, Chancellor.

       WIDE SHOT - SENATE CHAMBER

                           AMIDALA
                 The last time I came before you, the 
                 Trade Federation had invaded my world.  
                 You were of no help.  I come before you, 
                 again.  This time, to advise.

       CLOSE UP - PALPATINE

       Palpatine's mouth is open ever so slightly.  He watches the 
       QUEEN ever so closely.

                           AMIDALA
                     (os)
                 Restrictions were placed upon the 
                 Federation. Matters were debated 
                 endlessly and taken to courts. Courts 
                 passed along the matter to lesser ones 
                 and further still.

       CLOSE UP - QUEEN AMIDALA

                           AMIDALA
                 It failed.

       WIDE SHOT - NABOO BOX

                           AMIDALA
                 Nothing was accomplished.  When the 
                 Federation began rebuilding its armies, 
                 you simply placed more restrictions on 
                 them.  Those, too, were ignored.

       CLOSE UP - QUEEN AMIDALA

                           AMIDALA
                 You failed.

       CLOSE UP - PALPATINE

       CHANCELLOR PALPATINE interrupts the QUEEN.

                           PALPATINE
                 The Queen is speaking of war.  In order 
                 for the Federation to listen, we must 
                 hurt them.  We must make them bleed.
                     (beat)
                 We have over thirty missing senators.  
                 That means our enemy may have over thirty 
                 fleets of ships.

       MEDIUM SHOT - DRAZI DELEGATION

                           DRAZI SENATOR
                 You speak as if we are already at war.

       CLOSE UP - PALPATINE

       PALPATINE speaks bluntly.

                           PALPATINE
                 We are.

       MEDIUM SHOT - MAIN PLATFORM

       The SENATE shouts.  PALPATINE shouts back.

                           PALPATINE
                 I have invoked the Act of Chodomo!  We 
                 are at war!

       CLOSE UP - PALPATINE

                           PALPATINE
                 We are at war.

                                                            CUT TO:

       INT. JEDI TEMPLE - TRAINING WELL - CLOSE SHOT - OBI-WAN AND 
       ATKINSON RAIN'S LIGHTSABRES.

       Obi-Wan's sabre, a bulky chrome thing with a blue blade, 
       mashes against Atkinson Rain's sabre, a thin brushed silver 
       object with a tight yellow blade.

       Atkinson's sabre is unlike any ever seen.  The blade is thin 
       and uniform.  Its hum is higher pitched.

       WIDE SHOT - OBI-WAN AND ATKINSON RAIN

       The CAMERA is above the two, at a distance.  We see this 
       training chamber.  OBI-WAN and ATKINSON RAIN stand on an 
       elevated stone disk.  The brown circular stone is weathered 
       in appearance, covered in scorch marks from stray sabre 
       blows.  Jedi markings and grooves line the stone.  The rest 
       of the well is black... nonexistent.

       OBI-WAN and ATKINSON stand, their feet firmly planted.  They 
       frantically exchange lightsabre blows, neither scoring a hit, 
       knowing their opponent's next move.  Their sabre's are a 
       blur.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       The two continue to trade blows, beginning their next strike 
       before their current one is finished.

       MEDIUM SHOT - OBI-WAN

       Obi-Wan's sabre wheels around and strikes.  Atkinson's blocks 
       his moves.  The sabres move faster and faster.  A faint 
       shadow of weariness is apparent on Obi-Wan's face, his brow 
       heavy.

       MEDIUM SHOT - ATKINSON RAIN

       Atkinson's sabre twirls and twists, catching all of Obi-Wan's 
       blows and throwing in her own advances and strikes.  ATKINSON 
       shows no sign of tiring, a smile is on her lips.

       CLOSE UP - OBI-WAN

       OBI-WAN is all focused.  Sweat beads stumble down his brow.  
       His throat is dry.  His eyes are focused.  Behind it all, 
       exhaustion grows.

       Blue and yellow reflect off his face.

       CLOSE UP - ATKINSON RAIN

       ATKINSON is the complete opposite of OBI-WAN.  She is 
       enjoying this.  Not a sign of slowing down is present.  Not a 
       bead of sweat drips down her face.  Her eyes seem almost 
       distant, as if somewhere else.

       She is doing much more than fighting OBI-WAN.  All his mental 
       blocks are down.  He is concentrating solely on the fight at 
       hand.

       Blue and yellow flicker across her skin.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       Their sabre's dance together, moving faster and faster and 
       faster.

       CLOSE UP - OBI-WAN

       OBI-WAN is growing tired.

       CLOSE UP - ATKINSON RAIN

       ATKINSON is not.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       Their sabres are nothing but blurs.  They move faster than 
       the eye can follow.  All we see are arcs of color and flashes 
       of light.

       EXTREME CLOSE UP - OBI-WAN'S EYES

       Sweat drips down his brow.  His eyes are tense.  He is 
       fighting exhaustion.

       EXTREME CLOSE UP - ATKINSON'S EYES

       The faster the blades clash, the calmer ATKINSON gets.  She 
       is at peace.  Her eyes are tranquil, almost asleep.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       OBI-WAN and ATKINSON clash and then withdraw.  They advance 
       again, their feet still unmoving.  It is a battle of wills.  
       Their sabres intertwine.  They crackle and snap.

       EXTREME CLOSE UP - OBI-WAN'S LIPS

       Sweat beads form on Obi-Wan's lips.  They are determined.  
       His jaw is bolted tightly.

       EXTREME CLOSE UP - ATKINSON'S LIPS

       ATKINSON shows no sign of weakness.  The smile on her lips is 
       as big as ever.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       Their sabres wheel into each other.  They each strike low and 
       then high.  Again, the sabres spin and flash.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN slashes horizontally and then cuts up in a single 
       motion.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON brings the hilt of her sabre to her face, the blade 
       pointing down.  She blocks two horizontal blows.  She then 
       spins her sabre, leading into a diagonal slash.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       Atkinson's diagonal slash is carried out.  OBI-WAN catches it 
       with the whole body of his sabre.  A brutal crackle sounds 
       accompanied by a blinding flash.

       CLOSE SHOT - OBI-WAN AND ATKINSON RAIN'S SABRES

       The two lightsabres spin and dance, exchanging blows.  Blue 
       and yellow beams block and strike at a dizzying speed.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       Their sabres smash and recoil.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN swings his sabre at ATKINSON, with all his power.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON counters, blocking with the full surface of her 
       blade.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       OBI-WAN and ATKINSON struggle, their sabres intertwined.  
       ATKINSON maneuvers her blade, managing to bring both hers and 
       Obi-Wan's above their heads.

       CLOSE UP - OBI-WAN

       OBI-WAN flashes his teeth, angry.

       CLOSE UP - ATKINSON RAIN

       A loose strand of hair dances in front of her eyes.  A stern 
       look is on her face.  Her eyes open wide.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       Their sabres are still locked, above their heads.

       CLOSE UP - ATKINSON RAIN

       ATKINSON blinks hard.  She speaks in a soft, calm voice.

                           ATKINSON RAIN
                 Obi-Wan...

       Two notes sound.

                           ATKINSON RAIN
                 You can't have her.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       OBI-WAN immediately pulls his sabre away and jumps back.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN swings has sabre around, lowering it to the ground.

       CLOSE UP - OBI-WAN

       OBI-WAN stares at ATKINSON, his teeth exposed.  Sweat drips 
       down his brow.  He breathes hard.  His eyes search her.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks at OBI-WAN, questioning her action and waiting 
       for a response.  Her lips pout.  She, too, breathes hard.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON takes two steps back.  She lowers her sabre to her 
       waist, still keeping it at the ready.

       CLOSE UP - ATKINSON RAIN

       ATKINSON brushes the stray strand of hair back up.  Her eyes 
       and lips are the same.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       The two stand, each waiting and breathing.

       CLOSE UP - OBI-WAN

       OBI-WAN shouts, his voice straining.

                           OBI-WAN
                 How dare you!!!

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

                           OBI-WAN
                 How dare you!!!

       CLOSE UP - ATKINSON RAIN

                           OBI-WAN
                     (os)
                 How dare you!!!

       ATKINSON closes her eyes as OBI-WAN screams.  That strand of 
       hair falls down, again.  OBI-WAN speaks again, this time it 
       is quieter, more subdued.

                           OBI-WAN
                     (os)
                 How dare you.

       ATKINSON says nothing.  She simply half-looks at OBI-WAN, her 
       lips pouting.

       CLOSE UP - OBI-WAN

       OBI-WAN stares into ATKINSON, tearing her apart with his 
       eyes.  There is a pause.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN.

       The pause continues.  The two stand there.  Obi-Wan's sabre 
       faces the ground.  Atkinson's is at her hips, parallel to the 
       floor.  The only noise is the hum of the sabres, one low and 
       one high.

       CLOSE UP - OBI-WAN

       OBI-WAN blinks.  His eyes change.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN swings his sabre up, above his head.

       CLOSE UP - OBI-WAN

       OBI-WAN rushes toward ATKINSON, his sabre buzzing.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       OBI-WAN strikes down vertically at ATKINSON.  His sabre lands 
       just to her right.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN swings his sabre back up.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       OBI-WAN comes down again.  This time, his sabre falls just to 
       Atkinson's left.

       CLOSE UP - OBI-WAN

       OBI-WAN looks up at ATKINSON.  His face is a mix of emotions.

       CLOSE UP - ATKINSON RAIN

       Atkinson's face is blank.  The hair is still about her eyes.

                                                       DISSOLVE TO:

       INT. SENATE BUILDING - SENATE CHAMBER - CLOSE UP - QUEEN 
       AMIDALA

       QUEEN AMIDALA fills the same space that ATKINSON RAIN did in 
       the previous shot.  Her face mirrors that of ATKINSON as 
       well.  A small strand of hair has also come loose.

       She watches and listens to PALPATINE intently... intently but 
       tired.

       Palpatine's voice is dry.

                           PALPATINE
                     (os)
                 ...This would mean that the Nemesis fleet 
                 could number in the ten or even hundred 
                 thousands. If you look at your viewers, 
                 you will see the figures that I am 
                 speaking of.

       Amidala's eyes glance down at her screen.