EXT. SPACE - NABOO

       The small planet of Naboo rests, a thin blue halo of 
       atmosphere wraps across the planet's surface.

       The sun is partially hidden behind the small planet.

       EXT. THEED PALACE - CITY SIDE

       It is dawn.  Heavy mists linger about.  A few early risers 
       walk the streets.

       The sun is rising.

       INT. THEED PALACE - THRONE ROOM - WIDE SHOT

       QUEEN AMIDALA sits in her throne.

       The COURT have been assembled.

       ANAKIN is not there.

       MEDIUM SHOT - AMIDALA

                           AMIDALA
                 The Republic has asked for support.  We 
                 cannot give them large cruisers because 
                 we do not have any... not since the Dark 
                 Times.
                     (beat)
                 But we will give them something.
                     (beat)
                 They need starfighter pilots.

       MEDIUM SHOT - GOVERNOR

       The GOVERNOR OF THEED shouts.

                           GOVERNOR
                 But!
                     (beat)
                 Surely you do not mean...
                     (beat)
                 We are only now recovering from the N-1s 
                 lost in the Neimoidian invasion!

       MEDIUM SHOT - AMIDALA

       AMIDALA speaks in a slow, controlled tone.

                           AMIDALA
                 I said pilots, Governor.
                     (beat)
                 The Republic is in need of pilots.

       CLOSE UP - AMIDALA

                           AMIDALA
                 We will give them pilots.
                     (beat)
                 We will not be sending them the N-1s.
                     (beat)
                 The aeronautic and engineering guilds 
                 would be in an uproar to see their 
                 precious little fighters lost in the 
                 heart of an intergalactic war.

       MEDIUM SHOT - AMIDALA

                           AMIDALA
                 After the Neimoidian invasion, Able squad 
                 was assembled.  It was believed that 
                 together that the Bravo and Able 
                 squadrons could defend us against any 
                 other attackers.
                     (beat)
                 I will be sending Able squad to fight.

       MEDIUM SHOT - GOVERNOR

       The GOVERNOR opens his mouth.

                           AMIDALA
                     (os)
                 Naboo will still have Bravo squad to 
                 protect it.

       The GOVERNOR closes his mouth.

       MEDIUM SHOT - AMIDALA

                           AMIDALA
                 A Republic transport will arrive in the 
                 morning.  I want to see Able squadron 
                 packed up and ready to go.
                     (beat)
                 I also want as many volunteers and 
                 apprentice pilots as we can find to join 
                 them.

       WIDE SHOT - THRONE ROOM

                           AMIDALA
                 There are personal matters which I must 
                 attend to now.
                     (beat)
                 Go!

       The COURT scurries away.

       AMIDALA sighs.

                                                            CUT TO:

       EXT. THEED PALACE - CLIFF SIDE

       We see the Theed Palace from the side touching the cliff.

       Early morning mists rise up from the waterfalls.

       The CAMERA slowly moves down the cliff face.

                                                       DISSOLVE TO:

       INT. WATER CAVE BELOW THEED PALACE - CLOSE UP - AMIDALA AND 
       ANAKIN

       A profile view, QUEEN AMIDALA enters.  She looks out into the 
       ancient cave.  She is in a thick hooded white robe.

       ANAKIN, too, is there.  He moves on screen.  He is in a 
       hooded black robe.

       WIDE SHOT - WATER CAVE

       We see the expansive cave.  Long, twisted stalactites hand 
       from the high cave ceiling.  Jagged stalagmites reach up from 
       the submerged floor.

       The rock is black.

       The floor of the cave is hidden under two feet of clear blue 
       illuminated water.

       The cave appears to go on forever, light blue ambient mists 
       rise and falls throughout the cave.

       In the center of the cave is a TALL FAT FIGURE.  TALL SLIM 
       FIGURES line the sides.

       CLOSE UP - AMIDALA AND ANAKIN

       AMIDALA turns to ANAKIN.  She whispers.

                           AMIDALA
                 Come on.

       MEDIUM SHOT - AMIDALA AND ANAKIN

       AMIDALA takes ANAKIN by the hand and leads him into the two 
       feet of glowing, misty waters.

       WIDE SHOT - WATER CAVE

       AMIDALA leads ANAKIN deeper into the cave, towards that 
       CENTRAL FIGURE.  They leave a long wake.

       MEDIUM SHOT - AMIDALA AND ANAKIN

       The two continue across the watery room.  The lower half of 
       their robes are now soaked.  We can also see that they are 
       bare foot.

       CLOSE UP - AMIDALA AND ANAKIN

       AMIDALA looks ahead intently.  ANAKIN, however, is resisting.

       WIDE SHOT - WATER CAVE

       The TALL FAT FIGURE is in the foreground, yet still obscured 
       by shadow.  We see ANAKIN and AMIDALA head towards him.  
       AMIDALA is clearly dragging ANAKIN.

       MEDIUM SHOT - AMIDALA AND ANAKIN

       AMIDALA is now racing toward that TALL FAT FIGURE.  ANAKIN is 
       skipping, trying to keep pace and avoid getting his feet cut 
       on the rocks.

       CLOSE UP - AMIDALA AND ANAKIN

       They reach their destination.

       AMIDALA is the first to stop.  She smiles and looks up.

       ANAKIN soon gets there.  He looks down and takes a breath.

       The two then look at each other.

       They then both look up.

       CLOSE UP - TALL FAT FIGURE

       The tall fat figure's identity is revealed.  It is BOSS NASS, 
       the leader of the Gungans.

       He looks down at the two and smiles a powerful smile.

       CLOSE UP - AMIDALA AND ANAKIN

       AMIDALA smiles back, innocence in her lips.

       ANAKIN just looks to BOSS NASS.

       MEDIUM SHOT - AMIDALA, ANAKIN, AND BOSS NASS

       BOSS NASS clears his throat and speaks in a booming voice.

                           BOSS NASS
                 Yousa here ta bein one in da Gungan 
                 bondin ceremony.  Yousa gonna bein 
                 togeter.

       CLOSE UP - AMIDALA AND ANAKIN

                           BOSS NASS
                     (os)
                 Yousa must bein in luv wit each oter an 
                 bein ready ta live togeter.  Da Naboo no 
                 haven a ceremony lika dis, so yousa comin 
                 here, to us.

       CLOSE UP - BOSS NASS

                           BOSS NASS
                 Isa bein bery bery proud ta be doin dis 
                 ceremony wit yousa.
                     (beat)
                 It bein a simple ceremony.  Wesa Gungans 
                 no gotta fancy one.
                     (beat)
                 Give mesa yousa hands.

       MEDIUM SHOT - AMIDALA AND ANAKIN

       AMIDALA and ANAKIN extend their hands.

       MEDIUM SHOT - AMIDALA, ANAKIN, AND BOSS NASS

       BOSS NASS takes their hands and places them atop each other.

       CLOSE UP - BOSS NASS

       BOSS NASS stares deeply down at the hands.

       CLOSE UP - AMIDALA

       AMIDALA looks down at the hands, smiling.

       CLOSE UP - ANAKIN

       ANAKIN looks down at the hands, understanding.

       WIDE SHOT - WATER CAVE

       The three stand motionless in the center of the cave.  The 
       ranks of TALL THIN FIGURES lining the walls watch intently.

       The sound of churning the wall is the loudest sound in the 
       cavern.

       CLOSE UP - BOSS NASS

       BOSS NASS continues to look at the hands, he is deeply 
       focused.

       CLOSE UP - AMIDALA

       AMIDALA looks at the hands, her eyes seem distant.

       CLOSE UP - ANAKIN

       ANAKIN looks at the hands, a content and tranquil look in his 
       eyes.

       CLOSE SHOT - AMIDALA AND ANAKIN'S HANDS

       Amidala and Anakin's hands are wrapped tightly around each 
       other.

       MEDIUM SHOT - AMIDALA, ANAKIN, AND BOSS NASS

       Boss Nass's throat expands like that of a frog.

       CLOSE UP - BOSS NASS

       BOSS NASS looks at ANAKIN and AMIDALA

       CLOSE UP - AMIDALA

       AMIDALA looks at BOSS NASS and ANAKIN.

       CLOSE UP - ANAKIN

       ANAKIN looks at BOSS NASS and AMIDALA.

       MEDIUM SHOT - AMIDALA, ANAKIN, AND BOSS NASS

       BOSS NASS shouts in a powerful tone.

                           BOSS NASS
                 Yosa bein wed!!!

       WIDE SHOT - WATER CAVE

       The lines of TALL THIN GUNGANS cheer is high pitched chants 
       and voices.

       MEDIUM SHOT - ANAKIN AND AMIDALA

       ANAKIN and AMIDALA look at each other.

       AMIDALA smiles a knowing smile.

       ANAKIN is also smiling, his is a bit nervous, though.

       CLOSE UP - AMIDALA

       AMIDALA looks deeply into Anakin's eyes.  She slowly removes 
       her white hood.

       CLOSE UP - ANAKIN

       ANAKIN looks back at AMIDALA.  He pulls back his black hood, 
       seeing that AMIDALA has pulled her's down.

       MEDIUM SHOT - ANAKIN AND AMIDALA

       The two embrace.

       CLOSE UP - ANAKIN AND AMIDALA

       The two hug and kiss.

       MEDIUM SHOT - AMIDALA, ANAKIN, AND BOSS NASS

       The two continue to kiss as BOSS NASS smiles fatherly.  The 
       GUNGANS continue their cheer.

       WIDE SHOT - WATER CAVE

       ANAKIN and AMIDALA continue their kiss.  The ranks of GUNGANS 
       keep their chants going.

                                                            CUT TO:

       INT. THEED PALACE - QUEEN'S CHAMBER - WIDE SHOT

       ANAKIN and AMIDALA stand at the foot of her bed, hugging each 
       other tightly.

       From what can be seen through the balcony and windows, it 
       appears to be twilight.

       CLOSE UP - AMIDALA AND ANAKIN

       The two look lovingly into each other's eyes.

       ANAKIN whispers to AMIDALA.

                           ANAKIN
                 I love you.

       AMIDALA whispers back.

                           AMIDALA
                 I know.

       She smiles and rests her head on Anakin's shoulder.  She 
       closes her eyes.

       ANAKIN gets a tear in his eye and looks up.

       He speaks in a choked tone.

                           ANAKIN
                 You know...
                     (beat)
                 I have to leave tomorrow...
                     (beat)
                 To fight in a war...

       AMIDALA speaks softly and distantly, her head still on 
       Anakin's shoulders.

                           AMIDALA
                 Yeah, I know.

       ANAKIN tilts his head toward Amidala's.

       AMIDALA pulls her head back, off of Anakin's shoulder.  She 
       looks him in the eye and smiles.

       MEDIUM SHOT - AMIDALA AND ANAKIN

       The two kiss.

                                                       DISSOLVE TO:

       EXT. THEED PALACE - COURTYARD - WIDE SHOT

       It is morning.

       The red Republic Transport rests in the center of the square.

       Two lines of 20 PILOTS stand behind the craft.

       INT. THEED PALACE - QUEEN'S CHAMBER - BAY WINDOW

       QUEEN AMIDALA watches the pilots load onto the Transport.

       She has just woke, but ANAKIN is long gone.

       She has wrapped a long, silky sheet around herself.

       EXTREME CLOSE UP - AMIDALA'S EYES

       AMIDALA bats her eyes as she thinks.

       MEDIUM SHOT - AMIDALA

       QUEEN AMIDALA takes small steps over to her nightstand.  She 
       reaches down and taps on the silver comlink located on its 
       edge.

       The device chirps with its activation.

                           AMIDALA
                 Sache...
                     (beat)
                 Get me the guilds and the Gungans.

       CLOSE UP - AMIDALA

       AMIDALA turns back to the window, thinking of ANAKIN.

                                                            CUT TO:

       EXT. THEED PALACE - COURTYARD - MEDIUM SHOT - PILOTS

       The 20 PILOTS stand in two rows.  Most are clad in 
       traditional yellows and oranges, under their brown flight 
       gear.

       The thick boarding ramp of the Transport hisses open.

       MEDIUM SHOT - DUG FINN

       DUG FINN, the silver haired leader of Able squad, motions 
       toward the open Transport.

                           DUG FINN
                 Alright, let's go.

       MEDIUM SHOT - PILOTS

       The PILOTS solemnly board the Transport.

       MEDIUM SHOT - ANAKIN

       We see ANAKIN board the ship.  He is wearing a thick yellow 
       flight jacket.  His lightsabre hangs from his side.

       INT. REPUBLIC TRANSPORT - MEDIUM SHOT - PILOTS

       The PILOTS settle in, in the cramped bench-like seating.

       They stow their bags above their heads and prepare for the 
       journey to the fleet.

       MEDIUM SHOT - ANAKIN

       ANAKIN sits down on the cramped red bench.  A PILOT, wearing 
       black under his flight gear, sits to his side.

       CLOSE SHOT - ANAKIN'S LIGHTSABRE

       Anakin's sabre presses into the pilot wearing black's leg and 
       flashes in the light.

       CLOSE UP - ANAKIN

       ANAKIN smiles at the PILOT next to him.

       CLOSE UP - PILOT IN BLACK

       We see the PILOT IN BLACK for the first time in good light.  
       It is NELL WYNDSUNG.  NELL smiles back at ANAKIN and glances 
       down at the sabre.

       CLOSE UP - ANAKIN

       ANAKIN, seeing that NELL has seen his sabre, glances down to 
       it.

       CLOSE SHOT - ANAKIN'S LIGHTSABRE

       ANAKIN tries to move the sabre.  He positions it closer to 
       his buckle.

       CLOSE UP - NELL WYNDSUNG

       NELL looks ANAKIN over.

                           NELL WYNDSUNG
                 ... You're a Jedi?

       MEDIUM SHOT - ANAKIN

       ANAKIN nods.

       MEDIUM SHOT - NELL WYNDSUNG

       NELL thinks out loud.

                           NELL WYNDSUNG
                 Wait...
                     (beat)
                 If you're a...
                     (beat)
                 Then you must be...
                     (beat)
                 Anakin Skywalker?

       MEDIUM SHOT - ANAKIN AND NELL WYNDSUNG

       ANAKIN nods.

       NELL speaks, as if meeting a celebrity.

                           NELL WYNDSUNG
                 Wow!
                     (beat)
                 You're the reason that I'm a pilot today.
                     (beat)
                 I remember that you were the one who 
                 destroyed the Trade Federation's control 
                 ship during the invasion.
                     (beat)
                 I was only a kid then...

                           ANAKIN
                 So was I.

       The two smile together.

       A hiss sounds as the boarding ramp closes.

       The two look toward it.

       MEDIUM SHOT - BOARDING RAMP

       The boarding ramp slowly raises, cutting the light down into 
       shafts.

       MEDIUM SHOT - ANAKIN AND NELL WYNDSUNG

       ANAKIN and NELL watch as the door closes, creating a harsh 
       slamming sound as the red metal locks in place and the 
       magnetic couplings seal it.

       The light from Naboo's sun is gone.  ANAKIN and NELL are in 
       shadow.

       The interior track lights kick in, beaming down a soft yellow 
       glow.

       ANAKIN and NELL briefly look up.

       MEDIUM SHOT - ANAKIN

                           ANAKIN
                 So...

       ANAKIN searches for his name.

       MEDIUM SHOT - NELL WYNDSUNG

                           NELL WYNDSUNG
                 Nell.

       MEDIUM SHOT - ANAKIN

       ANAKIN smiles.

                           ANAKIN
                 So, Nell...

       EXT. THEED PALACE - COURTYARD - WIDE SHOT

       Gas hisses from the Transport's exhaust ports along its sides

       The Transport slowly levitates up, gaining speed as it rises.

       As its momentum increases, the Transport's path changes.  It 
       begins forward movement along with vertical.

       INT. THEED PALACE - QUEEN'S CHAMBER - BAY WINDOW

       QUEEN AMIDALA watches the Transport disappear into the sky.

       Slowly, an innocent but patriotic version of the Old Republic 
       theme begins to play.  Cues from Anakin and Amidala's themes 
       are worked in.  It begins with soft chimes but grows.

       The music plays on through the following scene.

                                                       DISSOLVE TO:

       INT. THEED PALACE - QUEEN'S DRESSING ROOM - WIDE SHOT

       QUEEN AMIDALA marches into her dressing room, her AIDES 
       waiting for her.  She is in a simple white dressing gown.

       She marches away from the CAMERA, toward her AIDES.

       The room's floor is marble.  The walls are a gold 
       latticework.

       MEDIUM SHOT - AMIDALA AND HER HANDMAIDENS

       The camera's position is reversed.  QUEEN AMIDALA marches 
       toward the CAMERA and her HANDMAIDENS.  We can see a grand 
       gold-lined hall behind her.

       Amidala's HANDMAIDENS drape a black kimono around her.

       CLOSE SHOT - AMIDALA'S NECK

       The black kimono is wrapped around her neck.  Gold lining 
       decorates the ancient garment.

       CLOSE SHOT - AMIDALA'S HAND

       AMIDALA pulls her hand through the thick kimono.

       CLOSE SHOT - AMIDALA'S WAIST

       The black kimono is wrapped around her waist and tied there 
       with a thick cord.

       CLOSE SHOT - AMIDALA'S SHOULDERS

       The music's innocence is lost and becomes driving.

       Ornate golden armor is placed on the Queen's shoulders and 
       tied down.

       CLOSE UP - AMIDALA

       An ornate golden helmet is placed on Amidala's head and tied 
       down.  Golden wings and horns reach up from the decorated 
       piece.

       EXTREME CLOSE UP - AMIDALA'S HAIR

       Delicate fingers pull Amidala's hair back and tie it with a 
       red ribbon.

       EXTREME CLOSE UP - AMIDALA'S LIPS

       Delicate fingers rub black lipstick on Amidala's pouting 
       lips.

       They quiver at the touch.

       EXTREME CLOSE UP - AMIDALA'S EYES

       AMIDALA looks off, a driven look in her eyes.

       Delicate fingers approach her eyes.

       They begin painting circles around them with black makeup.

       The music reaches its highest point and stops, just before we

                                                            CUT TO:

       INT. THEED PALACE - THRONE ROOM - WIDE SHOT

       A single horn continues to play, slowly fading out as the 
       CAMERA pushes in on QUEEN AMIDALA.

       She sits at her throne, and we can see the full splendor of 
       her costume for the first time.

       It is a thick black kimono with gold detailing.  Ornate armor 
       rests on her shoulders, golden mail dipping down.  Atop her 
       head is a winged helmet.  Long golden wings reach up from its 
       sides.

       Her face is a pale white.  Her lips are painted black and 
       deep circles for the same color line her eyes.

       Her COURT has been assembled.  Standing among them is a TALL 
       LANKY FIGURE, clad in blacks and golds.

       It is JAR JAR BINKS, now the Gungan Ambassador to the Naboo.  
       His long floppy ears are tied back behind his head.

       MEDIUM SHOT - GOVERNOR

       The GOVERNOR OF THEED grinds his teeth, upset.  He can wait 
       no longer.  He shouts in a scared and concerned voice.

                           GOVERNOR
                 Queen Amidala!  That gown has not been 
                 worn in over 1,000 years!

       CLOSE UP - AMIDALA

       AMIDALA looks at him.  Her voice is calm and wise.

                           AMIDALA
                 Not since the Dark Times.

       She blinks.

       MEDIUM SHOT - AMIDALA

                           AMIDALA
                 I know, Governor.  I am a student of 
                 history.
                     (beat)
                 1,000 years ago, Naboo was a crown jewel 
                 of the galaxy.  Naboo was a beacon in the 
                 night.
                     (beat)
                 We had a great empire.  We had a great 
                 fleet.  We had great cities.

       CLOSE UP - AMIDALA

                           AMIDALA
                 We attracted peoples from every corner of 
                 the Universe.
                     (beat)
                 We were grand, but we were also arrogant.
                     (beat)
                 We attracted a Great Darkness.
                     (beat)
                 It came and burned our planet.
                     (beat)
                 It destroyed our ships.
                     (beat)
                 It destroyed our cities.
                     (beat)
                 It destroyed our churches.

       AMIDALA speaks in a louder voice.

                           AMIDALA
                 It destroyed us.

       MEDIUM SHOT - AMIDALA

                           AMIDALA
                 We launched a final attack with our 
                 remaining forces and drove back Nemesis, 
                 but we were beaten.  We vowed never to 
                 let it happen EVER again.
                     (beat)
                 We never rebuilt our fleets.
                     (beat)
                 We abandoned our cities.
                     (beat)
                 We let our temples sink into the mud.

       MEDIUM SHOT - GOVERNOR

       The GOVERNOR listens to AMIDALA.  He grimaces at her words.

                           AMIDALA
                     (os)
                 For what?
                     (beat)
                 We hid so that we would never feel pain 
                 or fire again.
                     (beat)
                 We became weak.
                     (beat)
                 We became defenseless.

       MEDIUM SHOT - AMIDALA

                           AMIDALA
                 It did not protect us.
                     (beat)
                 The Trade Federation introduced us to 
                 fire, pain, darkness, and death once 
                 again.
                     (beat)
                 We are going to fight back.
                     (beat)
                 The Republic is at war.
                     (beat)
                 As of this moment, Naboo joins them.

       Amidala's COURT whispers.

                           GOVERNOR
                     (os)
                 But...  But...

       MEDIUM SHOT - GOVERNOR

       The GOVERNOR is frantic.

                           GOVERNOR
                 We cannot!  Tradition!  I mean!  We!

       MEDIUM SHOT - AMIDALA

                           AMIDALA
                 We will fight.

       MEDIUM SHOT - GOVERNOR

                           GOVERNOR
                 But, we have no ships.

       CLOSE UP - AMIDALA

                           AMIDALA
                 You are correct.  But, I have remedied 
                 that problem.

       AMIDALA introduces JAR JAR.

                           AMIDALA
                 Jar Jar Binks, the Mon Gun Ambassador...

       MEDIUM SHOT - JAR JAR BINKS

       JAR JAR smiles and steps forward.

                           JAR JAR
                 Hiya dare.  Ista me.

       JAR JAR waves his hand.

                           JAR JAR
                 Keen Amada..

       CLOSE UP - JAR JAR BINKS

       JAR JAR struggles with Queen Amidala's name.

                           JAR JAR
                 Keen Ama?
                     (beat)
                 Adma?
                     (beat)
                 Ami?
                     (beat)
                 Arama? 
                     (beat)
                 Admara? 
                     (beat)
                 Adra? 
                     (beat)
                 Ama? 
                     (beat)
                 Ada?

       MEDIUM SHOT - AMIDALA AND JAR JAR

       AMIDALA touches Jar Jar's arm, letting him know it's ok.  
       AMIDALA smiles knowingly at him.  He sheepishly smiles back, 
       sorry.

       MEDIUM SHOT - JAR JAR BINKS

       JAR JAR points to AMIDALA

                           JAR JAR
                 She bein callin da Boss now and tellin da 
                 Boss bout da Rapubic an da bad guysas.

       CLOSE UP - JAR JAR BINKS

                           JAR JAR
                 She tellin da Boss about helpin out.  Da 
                 Boss bein okeday and wantin ta bein 
                 helpin too.
                     (beat)
                 Wesa gonna bein buildin yousa grand space 
                 boatas.

       MEDIUM SHOT - JAR JAR BINKS

                           JAR JAR
                 Wesa already makin da skeletinas out 
                 dare.

       JAR JAR turns and points out the window behind him to an area 
       somewhere in below the cliff.

       He smiles.

       MEDIUM SHOT - GOVERNOR

                           GOVERNOR
                 Queen Amidala?

       MEDIUM SHOT - AMIDALA

       AMIDALA explains.

                           AMIDALA
                 Earlier today, I contacted the guilds and 
                 the Gungans.  We are going to support the 
                 Republic's campaign with our own ships.
                     (beat)
                 We are going to build mammoth cruisers 
                 and destroyers like those from 1,000 
                 years ago.