INT. SENATE COMPLEX - HALL OUTSIDE PALPATINE'S QUARTERS - 
       MEDIUM SHOT - NELL WYNDSUNG AND PALPATINE

       NELL WYNDSUNG, in his blue Senate Guard robe but minus his 
       helmet, whispers to CHANCELLOR PALPATINE.

                           NELL WYNDSUNG
                 Let me.

       Palpatine's reply is also a whisper.  Their entire 
       conversation is.

                           PALPATINE
                 No.

                           NELL WYNDSUNG
                 Master, why?

                           PALPATINE
                 Not yet.

                           NELL WYNDSUNG
                 But, why?
                     (beat)
                 I'm ready.

                           PALPATINE
                 No, you're not.

       CLOSE UP - NELL WYNDSUNG

                           PALPATINE
                     (os)
                 If you fight her, you will die.

       MEDIUM SHOT - NELL WYNDSUNG AND PALPATINE

                           NELL WYNDSUNG
                 No, I won't.
                     (beat)
                 I'm ready.
                     (beat)
                 I'm ready.

                           PALPATINE
                 No.

                           NELL WYNDSUNG
                 But, Master.

       Palpatine's words are stern now.

                           PALPATINE
                 No.

                           NELL WYNDSUNG
                 But!

       PALPATINE just stares at NELL.  NELL shakes his head and 
       turns away.

                           PALPATINE
                 Don't.

       CLOSE UP - PALPATINE

                           PALPATINE
                 Promise me that.
                     (beat)
                 Not yet.

       CLOSE UP - NELL WYNDSUNG

       NELL reluctantly nods.

       MEDIUM SHOT - NELL WYNDSUNG AND PALPATINE

       Their voices return to normal.

                           PALPATINE
                 Good!
                     (beat)
                 Now, go.

       PALPATINE puts his hand on Nell's shoulder.

                           PALPATINE
                 Take the rest of the Guards.
                     (beat)
                 Leave.
                     (beat)
                 Keep your distance.
                     (beat)
                 There are private matters which I must 
                 attend to.

       NELL makes a face, aware of what PALPATINE is alluding to.  
       He leaves.

       MEDIUM SHOT - PALPATINE

       PALPATINE crosses his arms, takes a breath, and smiles, 
       watching NELL walk off.

       INT. SENATE COMPLEX - PALPATINE'S QUARTERS - FRONT ROOM -
       MEDIUM SHOT - DOOR

       The thick metal door slides open.  PALPATINE enters slowly 
       and happily.  He looks about.

       MAIN ROOM - MEDIUM SHOT

       PALPATINE enters the main room of his quarters.  JASTER is 
       leaning over a table, scribbling notes, additions, and 
       changes on a large schematic taking up the entire table.

       JASTER looks up, his short hair in his eyes.

       MEDIUM SHOT - JASTER MAREEL

                           JASTER MAREEL
                 ...Uh, hi.

       We can see the schematics now.  They are for the Victory 
       Class Star Destroyer.

       MEDIUM SHOT - PALPATINE

       PALPATINE strolls to Jaster's side.

       He breathes.

       MEDIUM SHOT - JASTER MAREEL

                           JASTER MAREEL
                 ...You look content.

       MEDIUM SHOT - PALPATINE

       PALPATINE smiles and makes an agreeing sound.

                           PALPATINE
                 You know, Jaster, for the first time in a 
                 long while, things are all going my way.
                     (beat)
                 It's all paying off.

       MEDIUM SHOT - JASTER MAREEL

       JASTER nervously smiles and nods.

       He goes back to making annotations to the designs.

       MEDIUM SHOT - JASTER MAREEL AND PALPATINE

       PALPATINE strolls behind JASTER, inspecting his work.

                           PALPATINE
                 What have you done?
                     (beat)
                 What have you done?

       PALPATINE leans closer to the schematics.  PALPATINE points 
       to an area of the plans.

                           PALPATINE
                 Ohh...
                     (beat)
                 I like that.
                     (beat)
                 I like that a lot.

       PALPATINE shifts his finger to another area of the plans.

                           PALPATINE
                 And that...
                     (beat)
                 Very nice.

       He points to another area.

                           PALPATINE
                 Very good.

       CLOSE UP - PALPATINE AND JASTER MAREEL

                           PALPATINE
                 I like what you've done here, Jaster.

       PALPATINE looks at JASTER.

       JASTER speaks, worried.

                           JASTER MAREEL
                 What?

                           PALPATINE
                 Nothing...  Nothing...
                     (beat)
                 It's just that you've come a long way.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       PALPATINE moves closer to the plans and flips through the 
       various sheets.

       Some contain plans to a crude TIE series spacecraft design.

       A hard knock sounds at the door.

       PALPATINE and JASTER look up.

       PALPATINE smiles.

       FRONT ROOM - MEDIUM SHOT

       PALPATINE walks to the door and taps a button on its side, 
       opening it.

       A TALL FIGURE stands in the hallway, a course brown cloak 
       wrapped around the figure's frame.

       CLOSE UP - CLOAKED FIGURE

       The FIGURE brings both of its pale hands to its hood.  There 
       is a pause, then the hood is pulled back in a quick motion.

       It is AURRA SING.  Her face is pale white, dark rings around 
       her eyes.  Her neck and part of her shoulders are also 
       visible.  They, too, are ghostly white.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       JASTER enters the room and stands behind Palpatine.

                           PALPATINE
                 And, you are?

       MEDIUM SHOT - AURRA SING

                           AURRA SING
                 Aurra Sing.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

                           PALPATINE
                 I was expecting Kao Dal.

       CLOSE UP - AURRA SING

       AURRA stares at PALPATINE, uncaring and unconcerned.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

                           PALPATINE
                 Well...

       PALPATINE leans close to JASTER.

       CLOSE UP - PALPATINE AND JASTER MAREEL

       PALPATINE speaks to JASTER in a scholarly tone.

                           PALPATINE
                 In some circles, killing your superior 
                 lands you a direct promotion.
                     (beat)
                 But, don't get any ideas.  It would only 
                 land you in trouble.

       CLOSE UP - AURRA SING

       AURRA looks at the two, waiting.

       MEDIUM SHOT - AURRA SING, PALPATINE, AND JASTER MAREEL

       PALPATINE motions toward AURRA as he walks into the main 
       room.  JASTER just stands there.  AURRA walks past him, 
       giving him a menacing look.

                           PALPATINE
                 Come!  Come!

       MAIN ROOM - MEDIUM SHOT

       PALPATINE quickly rolls up the schematics, trying to hide 
       their content.

       He pulls out his small disc shaped holoprojector and places 
       it on the table.  He turns it on.

       A grainy blue star map flickers in the air.

       CLOSE UP - AURRA SING

       AURRA waits, blue on her face.

       CLOSE UP - PALPATINE

       PALPATINE speaks to AURRA SING.

                           PALPATINE
                 ... There are two initial targets.

       MEDIUM SHOT - PALPATINE AND AURRA SING

       Two stars are highlighted.

                           PALPATINE
                 Here and Here.

       MEDIUM SHOT - JASTER MAREEL

       JASTER enters the room and hides by the door, watching and 
       listening.

                           PALPATINE
                     (os)
                 Alderaan and Tatooine.

       MEDIUM SHOT - AURRA SING

                           PALPATINE
                     (os)
                 I want the entire fleet to engage these 
                 two worlds.  I want simultaneous strikes.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 And make sure the Trade Federation gets 
                 the blame.

       MEDIUM SHOT - PALPATINE AND AURRA SING

       AURRA breaks her silence.  She speaks, looking at the star 
       map and the data being displayed.  Her voice is without 
       emotion.

                           AURRA SING
                 That won't be a problem.
                     (beat)
                 It's just like you told my predecessor in 
                 your first meeting with him.
                     (beat)
                 All I had to do is mention the name 
                 "Sidious", and they cowered away.

       PALPATINE smiles.  He chuckles softly.

       He then taps a button on the disc.  The display changes.  
       Images of the Syosset, Haruna, Yar, Hood, and Vandal appear.  
       Their technical specifications blink.

                           PALPATINE
                 I have included all the information that 
                 you will need.  You will find system data 
                 on the Republic's lead ships and on the 
                 entire fleet's formation and weaknesses.

       The holoprojector's display pulls back, revealing hundreds of 
       ships.

                           PALPATINE
                 All that you will need to defeat the 
                 fleet is here.

       PALPATINE shuts off the display.

       CLOSE UP - PALPATINE

                           PALPATINE
                 And, do be careful.  I'd hate to see 
                 something happen to you.

       CLOSE UP - AURRA SING

       AURRA raises an eyebrow.

       MEDIUM SHOT - PALPATINE AND AURRA SING

       PALPATINE takes the disc off the table and hands it to AURRA.  
       She quickly pulls it under her robe.

       MEDIUM SHOT - AURRA SING AND JASTER MAREEL

       AURRA exits the chamber, giving JASTER the same menacing look 
       as before.

       She leaves Palpatine's quarters.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       JASTER approaches PALPATINE.

       PALPATINE looks at him.

                           PALPATINE
                 Yes?

       CLOSE UP - JASTER MAREEL

                           JASTER MAREEL
                 ... Sir, I can understand Alderaan, but 
                 why Tatooine?

       CLOSE UP - PALPATINE

       PALPATINE is a bit startled.

                           PALPATINE
                 You heard?

       PALPATINE thinks about how to answer JASTER and what to do 
       about him.

                           PALPATINE
                 Jaster... how can I put this?
                     (beat)
                 Tatooine is a crossroads.
                     (beat)
                 It is a place of energies.
                     (beat)
                 It is a place where energies cross.
                     (beat)
                 It is a place where energies intersect.

       CLOSE UP - JASTER MAREEL

       JASTER listens to PALPATINE, blowing off his words.

                           PALPATINE
                     (os)
                 It is a place of destiny.
                     (beat)
                 It is a place where destiny is found.

       CLOSE UP - PALPATINE

       PALPATINE smiles.

       CLOSE UP - JASTER MAREEL

                           PALPATINE
                     (os)
                 And, you know...
                     (beat)
                 You might just find your's there.

                                                            CUT TO:

       INT. SENATE COMPLEX - WAR ROOM - WIDE SHOT

       The room is full.  Everyone from the previous meeting is 
       there, including SAFFER WINDU.

       The holoprojector is on, displaying a star map similar to the 
       one on Palpatine's disc.

       MEDIUM SHOT - PALPATINE

       PALPATINE paces around the display.

                           PALPATINE
                 After checking with my sources, I have 
                 discerned the enemy's movement.  They are 
                 split into two forces.  Each force will 
                 engage their own separate targets.

       CLOSE UP - PALPATINE

                           PALPATINE
                 Their twin fleets are already moving 
                 toward their first targets.  This is the 
                 beginning of their major push.  The 
                 aggression and hostility will only 
                 increase from here on in.

       WIDE SHOT - HOLOPROJECTOR

       PALPATINE stops.  He turns toward the holoprojector.  Two 
       stars are highlighted.

                           PALPATINE
                 They will strike here and here.

       MEDIUM SHOT - OBI-WAN

                           PALPATINE
                     (os)
                 Tatooine, a small desert world on the 
                 outer rim.

       Obi-Wan's face grows white.  Shock and horror fill his eyes.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 It is not represented in the Republic, 
                 and we have no pull there.
                     (beat)
                 The other world, however, is...

       CLOSE UP - PALPATINE

                           PALPATINE
                 Alderaan.

       Gasps and shouts fill the chamber.

       WIDE SHOT - HOLOPROJECTOR

                           PALPATINE
                 Please...  Please...

       The display zooms in to show boxes representing the enemy's 
       two fleets.

                           PALPATINE
                 The Nemesis fleets are fast approaching 
                 their two targets.  Our fleet is still 
                 scattered.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 We have to act now.  We have to take what 
                 ships we have and make our stand.  We 
                 cannot wait for others to arrive.

       WIDE SHOT - HOLOPROJECTOR

                           PALPATINE
                 We do not have enough ships or enough 
                 time to make our stand at both worlds.  
                 We must choose one.
                     (beat)
                 I do not believe that I need to bring 
                 this before the Senate for a vote.

       The display shows Alderaan and Tatooine.  It gives 
       information on their populations, minerals, resources, 
       allies, and brief histories.

                           PALPATINE
                 It's all in the numbers.

       MEDIUM SHOT - PALPATINE

       PALPATINE looks to the ground.

                           PALPATINE
                 Master Windu.

       MEDIUM SHOT - MACE WINDU

       MACE WINDU looks up at PALPATINE.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 I have been thinking about what you said.

       PALPATINE looks toward MACE WINDU.

                           PALPATINE
                 You are correct in that you Jedi have 
                 traditionally lead the Republic's 
                 military forces.
                     (beat)
                 I thought about it and consulted the 
                 Council.

       MEDIUM SHOT - MACE WINDU

       A grim look is on Saffer Windu's face.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 The Jedi will command again.  You will 
                 lead us.
                     (beat)
                 You will command the Republic fleet...
                     (beat)
                 And I do mean YOU.

       MEDIUM SHOT - MACE WINDU

                           PALPATINE
                     (os)
                 Master Windu, you will captain the 
                 Syosset and lead the Republic's fleet to 
                 Alderaan.

       Suddenly, OBI-WAN shouts.

                           OBI-WAN
                     (os)
                 Chancellor!!!

       MEDIUM SHOT - PALPATINE

       PALPATINE turns to OBI-WAN

       MEDIUM SHOT - OBI-WAN

       OBI-WAN is standing in front of his seat.

       He speaks in a belligerent voice.

                           OBI-WAN
                 Chancellor, you are appointing the Saffer 
                 to a command that will lead to his death.
                     (beat)
                 I know that.
                     (beat)
                 He knows that.
                     (beat)
                 You know that.

       CLOSE UP - OBI-WAN

                           OBI-WAN
                 You are giving him command of a small 
                 number of ships against a larger force. 
                 You are sending him to Alderaan to die.
                     (beat)
                 Alderaan!
                     (beat)
                 Did you not give Tatooine a second 
                 thought?

       MEDIUM SHOT - PALPATINE

       PALPATINE speaks slowly and softly.

                           PALPATINE
                 Tatooine is a rock.
                     (beat)
                 It is a ball of sand floating in space.

       CLOSE UP - OBI-WAN

                           OBI-WAN
                 It is a ball of sand on which people 
                 live!

       MEDIUM SHOT - PALPATINE

       PALPATINE turns away from OBI-WAN, not responding.

                           PALPATINE
                 Please, if you will all look at the 
                 Nemesis...

       MEDIUM SHOT - OBI-WAN

                           OBI-WAN
                 Yes!
                     (beat)
                 Don't answer me!

       MEDIUM SHOT - MACE WINDU

       MACE WINDU stands.

                           MACE WINDU
                 A Jedi does not fear death.
                     (beat)
                 And, yes, the Nemesis fleet is bigger and 
                 there are more of them.
                     (beat)
                 That simply means that they are slow and 
                 exposed, while we are fast and hidden.

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 We will win because we have to win.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 I'm ending this.  The meeting is over.

       WIDE SHOT - WAR ROOM

                           PALPATINE
                 We must move quickly now.  What ships we 
                 have will be leaving in under two 
                 commercial days.
                     (beat)
                 Go.

       The ATTENDEES leave.  The room empties, save three.  OBI-WAN 
       and MACE WINDU stay by their seats.  BAIL ORGANA also lingers 
       behind.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN looks at MACE WINDU, sorry.

       MEDIUM SHOT - MACE WINDU

       MACE WINDU looks at OBI-WAN, upset over his loss of control.

       MEDIUM SHOT - BAIL ORGANA

       BAIL ORGANA walks to the exit, passing OBI-WAN.  He stops, 
       staring at OBI-WAN long and hard.  He then leaves.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN reluctantly walks toward the door.  He stops in front 
       of SAFFER WINDU.  The two just look at each other.

       CLOSE UP - OBI-WAN AND MACE WINDU

       The two lock eyes.

                           MACE WINDU
                 Obi-Wan, I don't know if I'll ever see 
                 you again.
                     (beat)
                 Listen to me.
                     (beat)
                 Passion governs, Obi-Wan, but it seldom 
                 governs wisely.

       OBI-WAN opens his mouth and looks away.  He takes a breath 
       and exits.

       MACE WINDU is now alone.  He waits.

       WIDE SHOT - WAR ROOM

       MACE WINDU paces to the holoprojector and turns it on.  A 
       display of the Republic and Nemesis fleet flickers.  The 
       SAFFER studies the ships and thinks.

       The double doors open.

                           ATKINSON RAIN
                     (os)
                 Saffer!

       ATKINSON runs into the war room.

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

       ATKINSON stops in front of the SAFFER.  She speaks in a 
       frantic, alien tongue.

                           ATKINSON RAIN
                 Setai, dai firrit.  Domo saf-fe sacall 
                 Dai Nogas.  Shok tu Lettow.

       CLOSE UP - MACE WINDU

       MACE WINDU looks at ATKINSON, concerned.

       CLOSE UP - ATKINSON RAIN

       ATKINSON breathes quickly.

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

                           MACE WINDU
                 Atkinson, slowly.

       ATKINSON shakes her head side to side.  She grabs Mace 
       Windu's arms and pulls him close to here.

       CLOSE UP - ATKINSON RAIN AND MACE WINDU

       Their eyes lock.  ATKINSON opens her mind to the SAFFER.  He 
       learns all the relevant information.  He learns all that was 
       in Palpatine's head.

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

       MACE WINDU pulls away.  He breathes.

                           MACE WINDU
                 How long have you been looking for me?

                           ATKINSON RAIN
                 Since...
                     (beat)
                 The...
                     (beat)
                 Last...
                     (beat)
                 Meeting...

       ATKINSON takes a breath.

                           ATKINSON RAIN
                 That was when...
                     (beat)
                 Palpatine...
                     (beat)
                 And...
                     (beat)
                 I...

                           MACE WINDU
                 Yes.

       MEDIUM SHOT - MACE WINDU

       SAFFER WINDU paces around the holoprojector.

                           MACE WINDU
                 Sit down.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON backs into a seat.

       WIDE SHOT - WAR ROOM

       MACE WINDU stands near the center, his arms folded behind his 
       back.  He faces the large holoprojector, showing the 
       formations and stats of the coming conflict.  The 
       holoprojector hums softly as the wireframe ships do battle.

       Behind him is ATKINSON RAIN, his star pupil from Coruscant.  
       She sits attentively in one of the larger chairs, located in 
       the front of the room.

       CLOSE UP - MACE WINDU

       SAFFER WINDU solemnly watches the holograms.

       CLOSE UP - ATKINSON RAIN

       ATKINSON watches the simulation thoroughly.  She parts her 
       lips in horror and protest.

       WIDE SHOT - HOLOPROJECTOR

       A large group of yellow rectangles disappear from the field.

       MEDIUM SHOT - ATKINSON RAIN

       Her hands grip the chair tightly, as she forces herself up.

                           ATKINSON RAIN
                 Setai!  I cannot allow you to do this!

       MEDIUM SHOT - MACE WINDU

       MACE WINDU turns around, his eyebrows heavy.

                           MACE WINDU
                 Rain?

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

       ATKINSON RAIN paces up to the JEDI MASTER.

                           ATKINSON RAIN
                 Master, I cannot allow you to do this. 
                 You are leading our forces into a battle 
                 which they cannot win.

                           MACE WINDU
                 And?

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 And?  There is no "and".  You cannot do 
                 this!  The Jedi and all our allies will 
                 be slaughtered!

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 Rain, remember when I found you?  I 
                 lifted you up from the shadows.  I made 
                 you my pupil.  You are the greatest I 
                 have ever taught.  Surely you can see why 
                 we are doing this.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 No.

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

       MACE WINDU briefly touches Rain's shoulder.  He then retracts 
       his arm.

                           MACE WINDU
                 Youth...  You can see so much, yet so 
                 little. The truth escapes you.  Look at 
                 what we are doing.  Look at what we are 
                 doing.

       RAIN glances at the holoprojector.

                           ATKINSON RAIN
                 This is suicide.  We will all be killed.  
                 It will be the end of the Jedi.

       MACE WINDU laughs softly.

                           MACE WINDU
                 Do you know how long the Jedi have 
                 lasted? It will not be the end of us.

       ATKINSON RAIN opens her mouth, but says nothing.