CLOSE UP - MACE WINDU

                           MACE WINDU
                 We will loose.  Yes.  We will loose.  You 
                 are correct in that.  We will loose 
                 Today.

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

       MACE WINDU stretches his arms wide.

                           MACE WINDU
                 It will be a great victory for the Sith 
                 and the Mandalores and Palpatine.  They 
                 will have Today.  Palpatine's little coup 
                 will come to power.  He will have his 
                 run.  He will have his victory, but he 
                 will not win.
                     (beat)
                 For, his little empire will not last.  
                 The Jedi will not die.  A lot of us will, 
                 but the fire of the Jedi will not go out 
                 of the Universe.  We will hide.  A few of 
                 us will survive.  When the strife is 
                 over, we will rebuild... stronger.
                     (beat)
                 Every now and then a Great Burn is 
                 necessary.

                           ATKINSON RAIN
                 So, you are just going to give in?  You 
                 are not going to fight?  You are going to 
                 let the Jedi be slaughtered?  You are 
                 going to let the Jedi be massacred? There 
                 are not a lot of us left!
                     (beat)
                 There hasn't been a great number in a 
                 hundred generations.
                     (beat)
                 We cannot afford to loose a single spark.

                           MACE WINDU
                 Do you think I want to die?

                           ATKINSON RAIN
                 You are leading all our forces into a 
                 trap from which there is no escape!
                     (beat)
                 Let me look at the formations and 
                 statistics.
                     (beat)
                 I can work something out.  I can save us.

                           MACE WINDU
                 I know you can.  I can, as well, but the 
                 Council ordered me here.

                           ATKINSON RAIN
                 How can the Council order the Senior 
                 Member to commit suicide.

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 There are things you cannot understand.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 Maybe there are things that I do.
                     (beat)
                 Maybe the Council is corrupt.  Maybe you 
                 want this purge to purify not only the 
                 Republic but also the Jedi.
                     (beat)
                 Maybe our order has fallen.
                     (beat)
                 Maybe...

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

                           MACE WINDU
                 I have heard enough.  You are young. You 
                 are foolish.  You do not understand.

                           ATKINSON RAIN
                 And you are old and do not accept change.

       MACE WINDU turns back to the holoprojector.  RAIN waits for 
       his reply.  None is given.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON RAIN takes two steps back and lets out a breath.  
       She looks down and quickly shakes her head.  She unclips her 
       slim silver lightsabre.  A beautiful uniform yellow cutting 
       blade ignites.

       CLOSE UP - MACE WINDU

       MACE WINDU picks up his head, hearing the lightsabre flare 
       on.

                           MACE WINDU
                 What are you going to do?

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 I'm going to cut you down.

       CLOSE UP - MACE WINDU

       The SAFFER looks at ATKINSON, trying to judge her 
       seriousness.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks back at MACE WINDU.  She is committed.

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

       MACE WINDU chooses his next words carefully.

                           MACE WINDU
                 Atkinson Rain, you are not going to cut 
                 me down.  You are going to leave.  Go.
                     (beat)
                 Take this chance.  Flee.  You do not need 
                 to die.  Go.
                     (beat)
                 Hurry.  Take a shuttle or a transport or 
                 a fighter. Go.

                           ATKINSON RAIN
                 I... will... not.

                           MACE WINDU
                 I will die.  Everyone on the Syosset will 
                 die.  Everyone in the fleet will die.  
                 Your death will accomplish nothing.

                           ATKINSON RAIN
                 And... yours... will?

                           MACE WINDU
                 I do not want to die.  I will take every 
                 chance to insure my survival, but I doubt 
                 that even a single change will be given 
                 to me.
                     (beat)
                 So, please, my pupil, go.
                     (beat)
                 Take my ship.  It is in Bay 77.  Deck 
                 C16.
                     (beat)
                 Go to Kessel.
                     (beat)
                 GO.

       RAIN stands there, fighting herself.  She slowly deactivates 
       her lightsabre.  She turns in place and heads through the set 
       of double doors at one side of the room.

       MEDIUM SHOT - MACE WINDU

                           MACE WINDU
                 Rain?

       MEDIUM SHOT - ATKINSON RAIN

       She turns her head back.

                           ATKINSON RAIN
                 Don't say it.

       ATKINSON RAIN exits.

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 May the Force be with you.

       MACE WINDU lowers his head.

       INT. SENATE COMPLEX - SILVER HALL - MEDIUM SHOT - ATKINSON 
       RAIN

       ATKINSON rushes away, but then stops.

       CLOSE UP - ATKINSON RAIN

       ATKINSON blinks rapidly.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON turns around.  She hurries back to the war room.

       INT. SENATE COMPLEX - WAR ROOM - MEDIUM SHOT - MACE WINDU

       SAFFER WINDU continues to watch the holoprojections.

       WIDE SHOT - WAR ROOM

       ATKINSON enters.  MACE WINDU turns to see her.

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

       ATKINSON grabs the back of Mace Windu's head.  She speaks in 
       a driven voice.

                           ATKINSON RAIN
                 Who is corrupt?

       MACE WINDU tries to pull away.

       CLOSE UP - ATKINSON RAIN AND MACE WINDU

                           ATKINSON RAIN
                 How many members of the Council are 
                 corrupt?

       EXTREME CLOSE UP - ATKINSON'S EYES

       ATKINSON stares into MACE WINDU.

       CLOSE UP - ATKINSON RAIN AND MACE WINDU

       ATKINSON stares at MACE WINDU.  The SAFFER resists.  His eyes 
       dart away, to the side.  Yet, eventually, he looks back to 
       RAIN.

       MEDIUM SHOT - ATKINSON RAIN AND MACE WINDU

       Atkinson's deep scan is complete. She pushes MACE WINDU away 
       and runs.

       WIDE SHOT - WAR ROOM

       ATKINSON RAIN runs through the doors.

                           MACE WINDU
                 No!!!

       CLOSE UP - MACE WINDU

                           MACE WINDU
                 No.

       MACE WINDU blinks, looks to the ground, and turns back to the 
       holoprojector.

       INT. SENATE COMPLEX - SILVER HALL - MEDIUM SHOT - ATKINSON 
       RAIN

       ATKINSON races down the hall.  She suddenly stops and turns 
       down a side hall.

                                                            CUT TO:

       INT. SENATE COMPLEX - NABOO QUARTERS - MEETING ROOM - MEDIUM 
       SHOT - ANAKIN

       ANAKIN SKYWALKER sits in the corner of the room, half asleep 
       in his chair.

       WIDE SHOT - MEETING ROOM

       QUEEN AMIDALA enters,in a thin black slip.  She does not see 
       ANAKIN when she first enters.

       MEDIUM SHOT - AMIDALA

       QUEEN AMIDALA seats herself at the central table.  She runs 
       her fingers through her hair, tired.  ANAKIN breaths loudly.

       CLOSE UP - AMIDALA

       AMIDALA turns her head toward the noise, afraid.

       MEDIUM SHOT - ANAKIN AND AMIDALA

                           AMIDALA
                 Anakin!

       ANAKIN wakes up fully.

                           AMIDALA
                 I didn't see you there.

       ANAKIN looks at her.

       MEDIUM SHOT - AMIDALA

                           AMIDALA
                 I got Obi-Wan's message.

       MEDIUM SHOT - ANAKIN

                           ANAKIN
                 Oh.

       MEDIUM SHOT - AMIDALA

       AMIDALA opens her mouth to speak.

       MEDIUM SHOT - ANAKIN

       ANAKIN, however, speaks.

                           ANAKIN
                 Amidala?

       ANAKIN gets up from his corner seat.

                           ANAKIN
                 What do you think of me?

       CLOSE UP - AMIDALA

       AMIDALA looks into Anakin's eyes.

       CLOSE UP - ANAKIN

       ANAKIN waits for an answer.

       CLOSE UP - AMIDALA

       AMIDALA begins.

                           AMIDALA
                 Ani...

       CLOSE UP - ANAKIN

       ANAKIN corrects her.

                           ANAKIN
                 It's Anakin.

       MEDIUM SHOT - ANAKIN AND AMIDALA

                           AMIDALA
                 Anakin, I think that you are a wonderful 
                 human being.  I think that you are a 
                 caring person and the sweetest boy in the 
                 galaxy.

       ANAKIN looks away.

       CLOSE UP - ANAKIN

       ANAKIN thinks about what he is about to do.

                           ANAKIN
                 I talked to Obi-Wan.

       CLOSE UP - AMIDALA

                           ANAKIN
                     (os)
                 I asked him if he wanted to be your 
                 boyfriend.

       Amidala's eyes light up with joy.

       MEDIUM SHOT - ANAKIN AND AMIDALA

                           AMIDALA
                 And?

       ANAKIN swallows hard.

       CLOSE UP - ANAKIN

       ANAKIN gives it a final thought.

                           ANAKIN
                 No.

       CLOSE UP - AMIDALA

       Hope dies.

                           ANAKIN
                 Obi-Wan doesn't want to be your 
                 boyfriend.

       Anakin's words are cold.

       AMIDALA physically breaks down.  Her eyes tear.  Her nose 
       begins to run.  She breathes hard.

       CLOSE UP - ANAKIN

       ANAKIN watches AMIDALA.  This is all because of him.  There 
       is no going back.  The future has been defined.

       CLOSE UP - AMIDALA

       AMIDALA continues to sniffle and cry.

       MEDIUM SHOT - ANAKIN AND AMIDALA

       ANAKIN pulls AMIDALA close to him.

                           ANAKIN
                 I'm sorry.

                           AMIDALA
                 No...  No...

       ANAKIN lifts up Amidala's face.

                           ANAKIN
                 Hey, listen to me.

       CLOSE UP - ANAKIN

                           ANAKIN
                 Obi-Wan doesn't want to be your 
                 boyfriend...
                     (beat)
                 But I do.

       CLOSE UP - AMIDALA

       AMIDALA brushes the tears from her eyes.  She looks up at 
       ANAKIN.  She just looks at him.

       MEDIUM SHOT - ANAKIN AND AMIDALA

       AMIDALA gets up, slowly.  She wipes the tears from her eyes 
       and pushes her hair back, collecting herself.

                           AMIDALA
                 No.

       CLOSE UP - AMIDALA

                           AMIDALA
                 Not my boyfriend.

                                                            CUT TO:

       INT. JEDI TEMPLE - BALCONY - MEDIUM SHOT - OBI-WAN AND 
       ATKINSON RAIN

       OBI-WAN and ATKINSON RAIN stand against the balcony, looking 
       out over the Coruscant skyline at twilight.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON half-turns to OBI-WAN

                           ATKINSON RAIN
                 I'm sorry.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN continues to look out over the city.

                           OBI-WAN
                 Yeah.
                     (beat)
                 I know.

       MEDIUM SHOT - OBI-WAN AND ATKINSON RAIN

       ATKINSON slowly turns back out to the city lights.  She 
       glances down and breathes.

                           ATKINSON RAIN
                 You can't have her, Obi-Wan.
                     (beat)
                 But, you can have me.

       CLOSE UP - OBI-WAN

       OBI-WAN swallows and turns to ATKINSON, realizing everything.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks back at OBI-WAN, compassion in her eyes.

                                                            CUT TO:

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

       A loud knock sounds at the door.

       There is a pause.

       Another heavy knock sounds.

       There is another pause.

       A third powerful thud is heard.

                           PALPATINE
                     (os)
                 Hold on!  Hold on!
                     (beat)
                 I'm coming.

       CHANCELLOR PALPATINE stumbles onto the screen.  He is in a 
       silky dark purple robe.

       PALPATINE taps on the button operating the door.

       MEDIUM SHOT - AMIDALA

       Palpatine's door slides open, revealing QUEEN AMIDALA, in a 
       long dress composed of overlapping triangles of blue and 
       black.

       AMIDALA has a determined look in her eyes.

       MEDIUM SHOT - PALPATINE AND AMIDALA

       AMIDALA paces in.  Her words are driven.

                           AMIDALA
                 I am leaving.

       Palpatine's voice is still groggy.

                           PALPATINE
                 What?

       CLOSE UP - AMIDALA

       Amidala's words are more forceful this time.

                           AMIDALA
                 I am leaving.

       CLOSE UP - PALPATINE

       PALPATINE shakes his head, still not fully awake.

       MEDIUM SHOT - PALPATINE AND AMIDALA

       PALPATINE seats himself at a chair.  He rests his head in his 
       hands and takes a deep breath.

                           PALPATINE
                 Why?

       AMIDALA sits next to PALPATINE.  She speaks in a soft voice.

                           AMIDALA
                 There are things that I must do.

       CLOSE UP - AMIDALA

                           AMIDALA
                 There are matters which I must attend to.

       CLOSE UP - PALPATINE

                           AMIDALA
                     (os)
                 I need to return to Naboo.  I need to go 
                 home.

       MEDIUM SHOT - PALPATINE AND AMIDALA

       PALPATINE takes Amidala's hands in his own.

                           PALPATINE
                 Amidala, you do realize that this is 
                 exactly what you did last time.

                           AMIDALA
                 Yes, but there are matters whish I must 
                 attend to.
                     (beat)
                 I promise that I will return as soon as I 
                 can.

       CLOSE UP - PALPATINE

                           PALPATINE
                 Very well.

       CLOSE UP - AMIDALA

                           AMIDALA
                 Thank you.

       MEDIUM SHOT - PALPATINE AND AMIDALA

       AMIDALA gets up and prepares to leave.  Just as she reaches 
       the door, she speaks.

                           AMIDALA
                 Thank you.

       AMIDALA exits.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 Yeah...

       PALPATINE rests his head on the table.

       Moments pass.

       PALPATINE then lifts his head up.  He taps on a small silver 
       device on the table.  The comlink chirps at Palpatine's 
       touch.

                           PALPATINE
                 Nell...

                                                            CUT TO:

       INT. SENATE COMPLEX - NABOO QUARTERS - WIDE SHOT

       The door slides open.  QUEEN AMIDALA sticks her head in.  She 
       shouts.

                           AMIDALA
                 Anakin!
                     (beat)
                 Get your things!

                                                            CUT TO:

       EXT. SPACE - CORUSCANT

       With Coruscant in the background, the Queen's Ship, rockets 
       up towards the CAMERA, which rotates as the ship passes.

       The Queen's Ship jumps into hyperspace, destined for Naboo.

       A small ship then lurks on screen.  It is a simple express 
       delivery-style cargo vessel.  It jumps into hyperspace after 
       the Marie Celeste.

                                                       DISSOLVE TO:

       INT. SENATE COMPLEX - PALPATINE'S QUARTERS - BALCONY - MEDIUM 
       SHOT

       It is dawn on the city planet.  The sun shines brightly on 
       the horizon, sending rays of light reflecting off the maze of 
       buildings and spires.

       CHANCELLOR PALPATINE stands on his balcony.  He watches the 
       sun rise.

       A tone sounds, indicating that someone is at his door.  
       PALPATINE waits a moment and breathes in the artificially 
       clean air.

                           PALPATINE
                 Come.

       We hear the door slide open and quick footsteps toward the 
       balcony.

       JASTER MAREEL enters and bows.

                           JASTER MAREEL
                 Chancellor...

       PALPATINE nods.

       MEDIUM SHOT - JASTER MAREEL

                           JASTER MAREEL
                 Uh... Chancellor...

       MEDIUM SHOT - PALPATINE

       PALPATINE is slightly annoyed.

                           PALPATINE
                 Yes?

       MEDIUM SHOT - JASTER MAREEL

       JASTER swallows.

                           JASTER MAREEL
                 Chancellor... Obi-Wan Kenobi sent me a 
                 message to be forwarded to you.

       JASTER looks down.

                           JASTER MAREEL
                 Its tone was rather bitter.  I do not 
                 wish to repeat it in its entirety, but 
                 the message went on about Jedi Master 
                 Windu, the fleet, and Tatooine.

       JASTER looks up.

                           JASTER MAREEL
                 Kenobi wants to know if you will be at 
                 the battle...

       MEDIUM SHOT - PALPATINE

                           JASTER MAREEL
                     (os)
                 Or, if you will watch from Coruscant.

       MEDIUM SHOT - JASTER MAREEL

       JASTER looks to PALPATINE.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 Why, of course we'll be at the battle.  
                 We'll be leaving with the rest of the 
                 fleet.

       PALPATINE leans over the balcony.

                           PALPATINE
                 So many ships, all leaving at once, 
                 there's no way to keep track off them 
                 all.

       MEDIUM SHOT - JASTER MAREEL

       JASTER nods slightly.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

       PALPATINE turns back to JASTER.

                           PALPATINE
                 Tell Kenobi that we'll be leaving for 
                 Alderaan.  Tell Master Windu, too.  I 
                 feel he penned that message at much as 
                 Obi-Wan.
                     (beat)
                 Remember, we'll be LEAVING for Alderaan.

                           JASTER MAREEL
                 Yes...
                     (beat)
                 But, we, sir?

       PALPATINE nods.

       JASTER turns to leave.

       CLOSE UP - PALPATINE

                           PALPATINE
                 Oh, and Jaster, wonderful day isn't it?

       CLOSE UP - JASTER MAREEL

       JASTER nods, unsure.

                                                            CUT TO:

       EXT. CORUSCANT - FLOATING AIR FIELD - WIDE SHOT

       Wide floating platforms litter the Coruscant sky.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN stands on one of the platforms, amid hundreds of 
       ships.

       WIDE SHOT - FLOATING PLATFORM

       All at once, the vessels rise up, some assisted by rockets, 
       while others using antigrav engines, and depart.

       MEDIUM SHOT - OBI-WAN

       OBI-WAN watches as hundreds upon hundreds of ships take to 
       the air.

       He stands in the foreground as the planes speed into the sky.

       WIDE SHOT - CORUSCANT SKYLINE

       More and more vessels depart.

       MEDIUM SHOT - PALPATINE'S SHIP

       Chancellor Palpatine's personal ship flies among the 
       hundreds.

       INT. PALPATINE'S SHIP - MEDIUM SHOT

       JASTER MAREEL pilots Palpatine's craft as the CHANCELLOR sits 
       at his side.

       The two sit in silence as they fly upward.

                           JASTER MAREEL
                 Sir?

                           PALPATINE
                 Yes?

       MEDIUM SHOT - JASTER MAREEL

                           JASTER MAREEL
                 Sir, if you wish to give me the 
                 coordinates that we are actually 
                 travelling to, you may do so.

       MEDIUM SHOT - PALPATINE

       PALPATINE gives JASTER an inspecting look.

                           PALPATINE
                 What?

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

                           JASTER MAREEL
                 I know that we are not travelling to 
                 Alderaan with the rest of the Republic's 
                 fleet, so if you'd give me the 
                 coordinates.

                           PALPATINE
                 You know, Jaster...
                     (beat)
                 You are only my assigned aide.  I never 
                 had any plans for you.  I even considered 
                 killing you, in the beginning.

       JASTER looks to PALPATINE.

       MEDIUM SHOT - PALPATINE

                           PALPATINE
                 But, you've come so far.  You've done so 
                 much.
                     (beat)
                 It's hard for me to believe that the 
                 Universe just threw us together.
                     (beat)
                 I never had any plans for you.
                     (beat)
                 You're just my attache.
                     (beat)
                 So innocent...  So pure...

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

                           PALPATINE
                 I never chose you.  You just showed up.
                     (beat)
                 It's hard to imagine...
                     (beat)
                 You're not the one I chose.  You're not 
                 my chosen pupil.  If I could change my 
                 decision, I would, but it's too late.
                     (beat)
                 I already have my student and when he's 
                 gone, there is another.

       MEDIUM SHOT - JASTER MAREEL

                           PALPATINE
                     (os)
                 I can never officially train you, but 
                 you're going to be someone someday.

       MEDIUM SHOT - PALPATINE AND JASTER MAREEL

                           JASTER MAREEL
                 Thank you, but...
                     (beat)
                 The coordinates?

       PALPATINE smiles.  He pulls a small grey stick from his side.

       JASTER takes the memory stick and inserts it into the ship's 
       computer.

                           JASTER MAREEL
                 Just outside the Tatooine system?

       PALPATINE nods.

       JASTER smiles.

       EXT. PALPATINE'S SHIP - MEDIUM SHOT

       Palpatine's ships rockets skyward, amid the hundreds of 
       departing vessels of every shape and size.  The CAMERA 
       follows slowly behind, so that Palpatine's craft grows more 
       distant and smaller.

       Eventually, it becomes nothing more than a speck, identical 
       to the thousand other specks in the sky.

       EXT. CORUSCANT - FLOATING AIR FIELD - MEDIUM SHOT - OBI-WAN

       OBI-WAN watches the ships depart.

       After a wait, he turns and walks away.

       He grows smaller as he moves away from the CAMERA, wind 
       blowing his robes.

       The ships continue to depart.

                                                       DISSOLVE TO: