CLOSE UP - ATKINSON RAIN

       ATKINSON glances OBI-WAN over.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

                           ATKINSON RAIN
                 Your lightsabre...
                     (beat)
                 I've never one like it.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks at OBI-WAN.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN looks at ATKINSON.

                           OBI-WAN
                 Uhh... Yeah.

       CLOSE SHOT - OBI-WAN'S SABRE

       OBI-WAN unhooks his lightsabre from his belt.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       OBI-WAN hands his sabre to ATKINSON.  She inspects it as OBI-
       WAN speaks.

                           OBI-WAN
                 Naboo's nice, but it doesn't have that 
                 much when it comes to lightsabre parts 
                 and supplies.
                     (beat)
                 But, your sabre...

       ATKINSON picks her head up.

                           OBI-WAN
                 I've...

       CLOSE UP - ATKINSON RAIN

       ATKINSON speaks defensively.

                           ATKINSON RAIN
                 It's just a sabre.  Nothing more.  Sure, 
                 it may be better made than most.  
                 Sure, it's got a uniform cutting blade 
                 and superior arc dynamics.  Sure, it 
                 operates at a higher level of power and 
                 has a higher maximum energy peak.  Sure, 
                 but it's just a sabre.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       ATKINSON forcefully pushes Obi-Wan's sabre back into his 
       hand.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN thinks about Atkinson's reply and speaks cautiously.

                           OBI-WAN
                 Is there...

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON shouts back quickly.

                           ATKINSON RAIN
                 No.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       OBI-WAN and ATKINSON both sit quietly.

       ATKINSON shakes her head and breathes out.

                           ATKINSON RAIN
                 I'm sorry.
                     (beat)
                 It's just that I'm not really used to 
                 people asking about me.

       MEDIUM SHOT - ATKINSON RAIN

                           ATKINSON RAIN
                 All my life, I've asked for very little 
                 and got even less.
                     (beat)
                 I have very few happy memories.
                     (beat)
                 Saffer Windu has been the only one to 
                 ever show any kindness or compassion 
                 towards me.

       

       CLOSE UP - OBI-WAN

                           ATKINSON RAIN
                     (os)
                 He taught me things. I can read minds, 
                 but I can't communicate.
                     (beat)
                 I've never had any real friends.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 I'm alone.
                     (beat)
                 I'm sorry.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       The two are quite again.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN opens his mouth, preparing to speak, but a mechanical 
       beep buzzes.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON pulls a small buzzing silver cylinder out from 
       somewhere around her waist and brings it to her ear.

                           ATKINSON RAIN
                 Atkinson.  Go.
                     (beat)
                 Yes?
                     (beat)
                 Yes.

       ATKINSON returns the communicator to her belt.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN looks at ATKINSON.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON stands and speaks, her voice is completely different 
       from the soft emotional tone just used.  It is now hard and 
       blunt.

                           ATKINSON RAIN
                 That was Saffer.  It's time to go.

                                                            CUT TO:

       INT. SENATE COMPLEX - WAR ROOM - WIDE SHOT

       The room, itself, is a large black and silver chamber, with 
       two levels of seats, capable of seating one hundred.

       The JEDI COUNCIL sit alongside various GENERALS, ADMIRALS, 
       and other MILITARY OFFICERS AND OFFICIALS.

       They all are seated in black, purple, and silver chairs 
       surrounding a large holoprojector in the center of the arcing 
       silver room.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN sits in a row behind 11 OF THE JEDI COUNCIL.

       MEDIUM SHOT - MACE WINDU

       The FINAL MEMBER OF THE JEDI COUNCIL is seated in a chair 
       next to the holoprojector.

       MEDIUM SHOT - PALPATINE

       CHANCELLOR PALPATINE stands next to the holoprojector.

                           PALPATINE
                 We have managed to pull together a 
                 coalition fleet of roughly 2,000 ships, 
                 mostly soddered together frigates, 
                 though.
                     (beat)
                 The three Republic fleets, Zargos, 
                 Southland, and Concordia, have all been 
                 contacted and are on their way to the 
                 staging area with the coalition ships.

       WIDE SHOT - HOLOPROJECTOR

       The holoprojector hums on as PALPATINE speaks.

                           PALPATINE
                 The fleet will be commanded from the 
                 super carrier Syosset.

       A flickering blue image of the RS (Republic Ship) Syosset 
       appears.  The long flat rectangle rotates.  A minute conning 
       tower can be made out toward the rear of the vessel.  Three 
       large engines occupy the end of the ship.

                           PALPATINE
                 Directly under the Syosset, the fleet 
                 will be divided and subcommanded by the 
                 carrier Haruna...

       The long flat Syosset is replaced by the shorter and wider RS 
       Haruna.  A short, fat conning tower is toward the rear of the 
       vessel.  Its six engines are found within the armor plate.

                           PALPATINE
                 And the battleship Yar.

       The Haruna's image flickers into the RS Yar, a tall and 
       slender battleship with a conning tower in the center and 
       four bulky engines in the rear.

       MEDIUM SHOT - PALPATINE

       PALPATINE looks up at the rotating holoprojection, blue 
       reflecting across his face.

       WIDE SHOT - HOLOPROJECTOR

                           PALPATINE
                 Two secondary command vessels have been 
                 donated by Bail Organa.
                     (beat)
                 The battleships RAS Hood...

       The Yar's image becomes the RAS (Royal Alderaanian Ship) 
       Hood, a long flat battlecarrier with a large conning tower, 
       bulky turbo laser batteries, and eight engines in two blocks.

                           PALPATINE
                 And Vandal.

       The Hood transforms into the RAS Vandal, a smaller ship with 
       inset engines and a short well armored conning tower barely 
       poking up over the heavily armored hull plate.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 The fleet will be broken down into 
                 squadrons of twenty or so.
                     (beat)
                 I am still speaking of capital ships.
                     (beat)
                 Starfighters are a different matter.  We 
                 will be needing various worlds to donate 
                 pilots.  Many members will send an 
                 attachment of their native fighters along 
                 with their cruiser, but the Republic 
                 needs pilots.

       WIDE SHOT - HOLOPROJECTOR

                           PALPATINE
                 The Republic has a large supply of aging 
                 starfighters, mainly composed of 
                 Headhunters...

       A blue image of the Z-95 Headhunter, a fat little X-Wing, 
       appears above the holoprojector.

                           PALPATINE
                 And Guardians.

       The Guardian, a heavy snubfighter, appears.  It has a single, 
       large engine.  The cockpit is small and inset on the 
       fuselage.  A heavy pulse blaster cannon sits below the 
       cockpit.  Short stubby wings stick out from its body.  Hard 
       points for mounted weapon packages extend from the small 
       wings, never designed to aid in flight.

                           PALPATINE
                 We also have the new limited issue Y-Wing 
                 starfighter.

       The familiar Y-Wing appears.  It is covered in a sleek armor 
       plate, all its mechanics capped.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 The Headhunters and Guardians are old and 
                 abundant.  We want to utilize them to 
                 their fullest.  The Republic bought them 
                 long ago and they have been sitting in 
                 their racks, collecting dust, ever since.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN listens to Palpatine's words, thinking.  He rests his 
       chin in his hand.

                           PALPATINE
                     (os)
                 We want pilots.  We need pilots.  The 
                 more the better.

       MEDIUM SHOT - PALPATINE

       PALPATINE attempts to make a joke.

                           PALPATINE
                 We have enough starfighters.  Too many, 
                 in fant.  I'm kind of hoping that quite a 
                 few don't make it back.

       CLOSE UP - PALPATINE

                           PALPATINE
                 That way, there'll be room in the budget 
                 for some new planes.

       It fails.

       PALPATINE smiles a nervous smile.

       WIDE SHOT - WAR ROOM

       There is a general uneasiness.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 That... uh... was a joke.
                     (beat)
                 Mostly.

       PALPATINE smiles again.  This time, it is more forboding.

       MEDIUM SHOT - MACE WINDU

       MACE WINDU, his arms tightly gripping the arms of his chair, 
       stands up.

       He clears his throat.

                           MACE WINDU
                 Chancellor...
                     (beat)
                 This is all fine and good, but we still 
                 do not have any real numbers on the 
                 enemy...
                     (beat)
                 We do not know who they are, what they 
                 are, where they are, how many of them 
                 there are...

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 And why they are.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 Yes...
                     (beat)
                 I am looking into it.
                     (beat)
                 I am doing all that I can do.
                     (beat)
                 As soon as this meeting is over, I will 
                 personally contact colonies, 
                 representatives, and listening posts to 
                 gather information.

       WIDE SHOT - WAR ROOM

       PALPATINE speaks in a lighter tone.

                           PALPATINE
                 I am just one man.

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 That leads to another very important 
                 question.

       CLOSE UP - PALPATINE

       PALPATINE raises an eyebrow, curious.

       MEDIUM SHOT - MACE WINDU

                           MACE WINDU
                 The Jedi have traditionally been in
                 charge of military actions.
                     (beat)
                 We maintain relationships separate from 
                 the Republic and have contacts on non-
                 Republic worlds.
                     (beat)
                 We are everywhere.

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 So, why is it that you have taken it upon 
                 yourself to lead this military advance?
                     (beat)
                 We are better suited to it, and tradition 
                 dictates...

       CLOSE UP - PALPATINE

       Palpatine's reply comes quickly.

                           PALPATINE
                 I am a patriot, Master Windu.
                     (beat)
                 I am a patriot.

       CLOSE UP - MACE WINDU

                           PALPATINE
                     (os)
                 And yes, you are everywhere.  In fact, 
                 you could be part of all this.  The Jedi 
                 do have separate contacts and resources

       CLOSE UP - PALPATINE

       Palpatine's words are laced with venom.

                           PALPATINE
                 You could be behind this!  You could be 
                 acting covertly and leading the enemy 
                 behind two shadows.

       CLOSE UP - OBI-WAN

       OBI-WAN listens to Palpatine's words.  He is troubled over 
       the word "Two".

       MEDIUM SHOT - MACE WINDU

       Mace Windu's words are heated.

                           MACE WINDU
                 This is ridiculous!
                     (beat)
                 These are groundless accusations!
                     (beat)
                 For all we know, you could be behind all 
                 this.

       MEDIUM SHOT - PALPATINE

       PALPATINE shouts.

                           PALPATINE
                 I hardly think that the Supreme 
                 Chancellor of the Galactic Republic is 
                 secretly scheming over its downfall!

       WIDE SHOT - WAR ROOM

       All is quiet.

       MEDIUM SHOT - JASTER MAREEL AND NELL WYNDSUNG

       JASTER sits in the front row of seats, watching PALPATINE.  A 
       SENATE GUARD, NELL WYNDSUNG, stands in front of him.

       MEDIUM SHOT - MACE WINDU

       SAFFER WINDU waits a few moments before speaking.

                           MACE WINDU
                 Tell me, Chancellor, how is it that you 
                 even do have this power and control.
                     (beat)
                 The Republic Charter states that the Jedi 
                 Council has military authority.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 It does.
                     (beat)
                 I do not deny that.
                     (beat)
                 The Council, however, has chosen to waive 
                 that right.

       CLOSE UP - PALPATINE

                           PALPATINE
                 Permanently.

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 The Council cannot make such a decision 
                 without its senior member.
                     (beat)
                 I am that member.

       CLOSE UP - PALPATINE

       Palpatine's words seem matter of fact.

                           PALPATINE
                 Yes...
                     (beat)
                 Well...
                     (beat)
                 Apparently...
                     (beat)
                 They found a way.

       CLOSE UP - MACE WINDU

                           PALPATINE
                     (os)
                 Don't ask me...
                     (beat)
                 Something about tradition...

       CLOSE UP - PALPATINE

                           PALPATINE
                 Times are changing, Master Windu.

       CLOSE UP - MACE WINDU

                           PALPATINE
                     (os)
                 Times are changing.

       SAFFER WINDU swallows and turns toward the seated JEDI 
       COUNCIL.

       MEDIUM SHOT - JEDI COUNCIL

       The COUNCIL hang their heads low, either ashamed or miming 
       it.

       OBI-WAN sits behind them, physically distressed.

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 Who watches the watchers?
                     (beat)
                 Who monitors the birds?

       MEDIUM SHOT - MACE WINDU

       The SAFFER turns around and exits the War Room.

       CLOSE UP - PALPATINE

       PALPATINE waits for MACE WINDU to exit.  He then speaks in a 
       soft, triumphant tone.

                           PALPATINE
                 I do.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 Well now, I think that we'll end the 
                 meeting now.
                     (beat)
                 We'll have another briefing when I learn 
                 something from my scouts and sources.

       WIDE SHOT - WAR ROOM

       The ATTENDEES begin to leave.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN stays in his seat, deep in thought, as the JEDI 
       COUNCIL gets up to exit.

       CLOSE UP - PALPATINE

       PALPATINE lets out a tired but happy and content breath.

       CLOSE UP - OBI-WAN

       OBI-WAN glances up at the SUPREME CHANCELLOR.

       MEDIUM SHOT - PALPATINE

       PALPATINE shuts off the blank holoprojector.  His SENATE 
       GUARD assembles behind him as he exits through the thick, 
       double doors.

       INT. SENATE COMPLEX - SILVER HALL - MEDIUM SHOT

       CHANCELLOR PALPATINE walks down the silver lined hall, EIGHT 
       SENATE GUARDS, in two rows, behind him.

       MEDIUM SHOT - PALPATINE AND HIS GUARD

       PALPATINE walks down the hall, toward the CAMERA.  He passes 
       under it, the SENATE GUARDS following.

       MEDIUM SHOT - PALPATINE

       A profile view, PALPATINE walks down the hall.

       CLOSE UP - PALPATINE

       A profile view, PALPATINE walks down the hall.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON RAIN quickly walks down the hall, in Palpatine's 
       direction.

       CLOSE UP - ATKINSON RAIN

       A profile view, ATKINSON walks down the hall.

       WIDE SHOT - PALPATINE, HIS GUARD, AND ATKINSON RAIN

       PALPATINE and his GUARD walk in the foreground.  ATKINSON is 
       in the distance, walking toward them.

       MEDIUM SHOT - PALPATINE, HIS GUARD, AND ATKINSON RAIN

       ATKINSON passes by PALPATINE and his GUARD.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON stops in mid-step, freezing.  She senses something.  
       She feels a cold and a darkness.

       MEDIUM SHOT - PALPATINE AND HIS GUARD

       PALPATINE halts.  His GUARD stop instep behind him.

       CLOSE UP - ATKINSON RAIN

       ATKINSON brings her head about, toward PALPATINE.

       MEDIUM SHOT - PALPATINE

       PALPATINE turns around, a grandfatherly smile on his face, 
       hiding his true emotions.

       CLOSE UP - ATKINSON RAIN

       ATKINSON stares at her target, but it is not PALPATINE.

       MEDIUM SHOT - PALPATINE

       PALPATINE tracks Atkinson's gaze.

       MEDIUM SHOT - NELL WYNDSUNG

       NELL WYNDSUNG, in full Senate Guard gear, turns to meet 
       Atkinson's vision.  He is the last Guard on the right.

       CLOSE UP - ATKINSON RAIN

       ATKINSON pushes her scan deeper.

       CLOSE UP - NELL WYNDSUNG

       NELL resists the deep scan but fails.  He shuts his eyes and 
       slightly shakes his head.

       CLOSE UP - ATKINSON RAIN

       Atkinson's eyes narrow as she pushes deeper into Nell's head.

       CLOSE UP - PALPATINE

       PALPATINE looks at the two, helpless.

       EXTREME CLOSE UP - ATKINSON'S EYES

       Atkinson's eyes becomes slits of shadow and light and then 
       open wide.

       CLOSE UP - NELL WYNDSUNG

       NELL breathes slowly and shows his teeth.

       CLOSE UP - PALPATINE

       PALPATINE looks at ATKINSON, frustration in his eyes.

       EXTREME CLOSE UP - ATKINSON'S EYES

       Atkinson's eyes dart to PALPATINE.

       CLOSE UP - PALPATINE

       PALPATINE leans back, away from ATKINSON, his mouth open.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks to PALPATINE and then quickly back to NELL.

       MEDIUM SHOT - PALPATINE

       PALPATINE is upset.

       MEDIUM SHOT - NELL WYNDSUNG

       NELL is angry.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON stares at PALPATINE and then NELL.  Her deep gaze 
       moves quickly between the two several times.  Finally, she 
       settles on NELL and then on PALPATINE.

       EXTREME CLOSE UP - ATKINSON'S EYES

       ATKINSON pushes a deep scan into Palpatine's mind.

       MEDIUM SHOT - PALPATINE

       PALPATINE sucks in a breath of air, shoots an evil look 
       Atkinson's way, and then quickly turns on his heels away from 
       her.

       MEDIUM SHOT - PALPATINE AND HIS GUARD

       PALPATINE and his GUARD pull away.  The CAMERA rotates around 
       to a full body shot of ATKINSON, still frozen.

       EXTREME CLOSE UP - ATKINSON'S EYES

       An icy look is across Atkinson's frozen gaze.

       EXTREME CLOSE UP - ATKINSON'S LIP

       Atkinson's pouting lips, slightly parted, tremble and quiver.

       CLOSE UP - ATKINSON RAIN

       ATKINSON breathes a slow breath and blinks.

       She whispers.

                           ATKINSON RAIN
                 Lettow.

       WIDE SHOT - ATKINSON RAIN

       Atkinson turns and runs away.

                                                            CUT TO:

       INT. SENATE COMPLEX - NABOO QUARTERS - FRONT ROOM - WIDE SHOT

       ANAKIN stands in the small balcony off to one side of the 
       meandering chamber.

       The metallic doors whoosh open.  A determined OBI-WAN strides 
       in.

       ANAKIN turns away from the balcony, catching Obi-Wan's 
       passing shadow.

                           ANAKIN
                 Obi-Wan!

       OBI-WAN doesn't turn or acknowledge ANAKIN.

       SIDE ROOM - MEDIUM SHOT

       OBI-WAN enters one of the side rooms.  It is a dark room with 
       a glassy black circular table at the center.  There is a 
       small silver device in the center of the table.  OBI-WAN 
       presses his hands on the table, thinking.

       ANAKIN enters.

                           ANAKIN
                 Obi-Wan!

       MEDIUM SHOT - OBI-WAN

       OBI-WAN taps a button on the silver device and inserts a 
       small crystal rod.

                           ANAKIN
                     (os)
                 Obi-Wan!

       OBI-WAN turns his head toward ANAKIN.  OBI-WAN has just been 
       woken from his thoughts.

       MEDIUM SHOT - ANAKIN

       ANAKIN smiles an innocent smile.

       MEDIUM SHOT - ANAKIN AND OBI-WAN

                           ANAKIN
                 Obi-Wan.

                           OBI-WAN
                 Uh...  Anakin...
                     (beat)
                 I didn't hear you.

       He's lying.

                           ANAKIN
                 What are you doing?
                     (beat)
                 You ok?

                           OBI-WAN
                 Yeah...  Yeah...
                     (beat)
                 I'm fine.
                     (beat)
                 I'm ok.

       MEDIUM SHOT - ANAKIN

       Anakin's tone grows darker.

                           ANAKIN
                 You sure?  You don't look that right.

       MEDIUM SHOT - OBI-WAN AND ANAKIN

       OBI-WAN stands up straight.

       He looks at ANAKIN.

                           OBI-WAN
                 What do you mean by that?

       OBI-WAN knows what ANAKIN means.

                           ANAKIN
                 Are you alright?  I'm concerned.

       ANAKIN is hiding his true reasons.

                           OBI-WAN
                 No, you're not.
                     (beat)
                 Stop lying to me.

       OBI-WAN gets to the point.

       CLOSE UP - ANAKIN

       ANAKIN closes his mouth and backs away.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN stares at ANAKIN.

       When he finally speaks, his words are cold, uncaring, and 
       emotionless.

                           OBI-WAN
                 Things have changed between us, Padawan.

       CLOSE UP - OBI-WAN

                           OBI-WAN
                 People... 

       MEDIUM SHOT - OBI-WAN

                           OBI-WAN
                 The Republic is in need of starfighter 
                 pilots.
                     (beat)
                 You're the best I know.

       MEDIUM SHOT - ANAKIN

                           OBI-WAN
                     (os)
                 I've recorded a message for the Queen.  
                 It sums up Palpatine's request and my 
                 recommendations.

       MEDIUM SHOT - OBI-WAN

                           OBI-WAN
                 You're a pilot, Anakin.
                     (beat)
                 You're going.

       MEDIUM SHOT - OBI-WAN AND ANAKIN

       OBI-WAN starts to leave.

                           OBI-WAN
                 No exceptions.

       After OBI-WAN exits the room, and as he is entering the main 
       hall, he speaks.

                           OBI-WAN
                     (os)
                 And don't even try to erase the 
                 recording.

       ANAKIN just stands there, biting his lip, frustrated.

                                                            CUT TO: