MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN is overcome by rage.

       His white tunic is coming undone, a black suit underneath it.

       MEDIUM SHOT - ANAKIN SKYWALKER AND OBI-WAN KENOBI

       ANAKIN, covered in red, is teetering with his back over the 
       edge of the lava pit.  OBI-WAN stands before ANAKIN.

       Their eyes lock.

       EXTREME CLOSE UP - ANAKIN'S EYES

       Anakin's eyes are filled with terror and sorrow.

       EXTREME CLOSE UP - OBI-WAN'S EYES

       Obi-Wan's eyes are red with rage.

       CLOSE UP - ANAKIN SKYWALKER

       Anakin's mouth opens, but no sound escapes.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN stares ANAKIN down.  Obi-Wan's eye twitches.

       MEDIUM SHOT - ANAKIN SKYWALKER

       The ground below ANAKIN cracks and gives way, as ANAKIN looks 
       down.

       ANAKIN falls.

       ANAKIN manages to cling on to the ledge, with his single 
       hand.

       CLOSE UP - ANAKIN SKYWALKER

       ANAKIN pleads.

                           ANAKIN
                 PLEASE!!!  HELP ME!!!  I'M SORRY!!!  
                 PLEASE!!!

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN is void of emotion.

                           OBI-WAN
                 I created you.  I should be the one who 
                 destroys you.

       CLOSE SHOT - ANAKIN'S HAND

       OBI-WAN steps on Anakin's fingers, crushing them.

       CLOSE UP - ANAKIN SKYWALKER

       ANAKIN slips away, falling toward the fire.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN turns away, before ANAKIN hits.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN looks down, at the blood stained dirt.  He looks back 
       up, his eyes filled with tears, realizing that he has 
       succumbed to his own Dark Side.

       Pathos rips through his body.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN looks down at his side, his sabre still ignited.  He 
       clicks it off.  Slowly, the blade retreats back into its 
       hilt.  Sheepishly, he attaches it to his side.

       WIDE SHOT - OBI-WAN KENOBI

       OBI-WAN slowly turns to Anakin's arm.

       CLOSE SHOT - ANAKIN'S SEVERED HAND

       The sabre, on, lies inches next to the lifeless hand.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN picks up the arm and hurls it out into the middle of 
       the pit.

       CLOSE UP - OBI-WAN KENOBI

       Tears cascade down Obi-Wan's cheeks.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN, now, picks up the red stained sabre.  He turns it 
       off and prepares to fling it out into the pit.

       He hesitates.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN closes his eyes and bites his lip.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN runs out of the cave, clinging to Anakin's sabre, 
       tears running down his cheeks.

       As he becomes only a small outline against the dead city, we 
       see him take flight, propelling himself up to the lift.

       The CAMERA pans back across the pit.

       A SILHOUETTE comes out of the darkness.

       The CLOAKED FIGURE approaches the edge of the lava pit.

       CLOSE UP - CLOAKED FIGURE

       The heat and light from the churning red molten rock 
       illuminates the figure's face.

       It is PALPATINE.

       He is smiling.

       He is smiling maniacally.

                                                       DISSOLVE TO:

       EXT. SPACE - NABOO

       Some time has passed.

       The newly christened Rebel Alliance managed to protect 
       Neimoidia Prime, but they took heavy loses in the process.

       They have taken up a stylized Neimoidian battleship as their 
       emblem, forever remembering what they are fighting for and 
       why they are fighting.

       PALPATINE has succeeded in gaining complete dominance in what 
       is now the Galactic Empire.

       AMIDALA and ATKINSON RAIN are both on Naboo, in temporary 
       residences.

       OBI-WAN has just returned there, forever changed by what has 
       happened to him deep under Coruscant's surface.

       A squadron of battle-hardened N-1 fighters zips by the 
       CAMERA.

       EXT. THEED - WIDE SHOT

       A brisk wind blows over the city of Theed.

       The sun is shining brightly.

       EXT. THEED - CENTRAL STREET - MEDIUM SHOT - NABOO GIRL AND 
       BOY

       A small NABOO GIRL and BOY play in the street.

       A pair of tall black boots walks on screen and stops in front 
       of them.

       CLOSE UP - GIRL AND BOY

       The TWO CHILDREN look up at the owner of the boots.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN KENOBI smiles down at them.

       MEDIUM SHOT - NABOO CHILDREN AND OBI-WAN KENOBI

       OBI-WAN kneels down next to the CHILDREN.  He is wearing his 
       full Jedi gear, his brown cloak over it all.  His silver 
       lightsabre dangles at his side.

       OBI-WAN extends a closed hand.

       CLOSE UP - GIRL AND BOY

       The TWO CHILDREN look at Obi-Wan's closed hand.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN smiles.

       MEDIUM SHOT - NABOO CHILDREN AND OBI-WAN KENOBI

       OBI-WAN opens up his hand, tiny feathers of light floating up 
       and dancing about.

       CLOSE UP - GIRL AND BOY

       The TWO CHILDREN look up at the tiny points of light, 
       giggling, amazed.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN smiles, trying to forget his past.

       He tries to bring happiness to himself by bringing it to 
       others.

       MEDIUM SHOT - NABOO CHILDREN AND OBI-WAN KENOBI

       OBI-WAN gets up and walks past the CHILDREN, not looking 
       back.

       The TWO KIDS play with the dancing points of light.

                                                            CUT TO:

       EXT. THEED - AIR FIELD - WIDE SHOT

       ATKINSON stands near her ship.

       SEE-THREEPIO and ARTOO-DETOO stand near her.  The TWO DROIDS 
       appear to be conversing.

       OBI-WAN walks out onto the air strip, his cloak billowing in 
       the wind.

       MEDIUM SHOT - ATKINSON RAIN

       ATKINSON leans against her ship, smiling.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN approaches her, smiling as well.

       MEDIUM SHOT - OBI-WAN KENOBI AND ATKINSON RAIN

       The TWO JEDI stand next to each other.

       Neither says a word at first.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN finally speaks.

       His words are more sincere than can possibly be imagined.

                           OBI-WAN
                 I'm glad you made it.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 I'm glad too.

       ATKINSON breathes out.

                           ATKINSON RAIN
                 I mean, I'm glad that you're alive.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN nods.

       MEDIUM SHOT - OBI-WAN KENOBI AND ATKINSON RAIN

       OBI-WAN stumbles for his next words.

                           OBI-WAN
                 Umm, Atkinson, I was packing up the 
                 things that I still had in my room in the 
                 palace...

       CLOSE UP - ATKINSON RAIN

                           OBI-WAN
                     (os)
                 And there was something that I wanted you 
                 to have.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN reaches into his cloak and pulls out Qui-Gon Jinn's 
       lightsabre.

       He extends Qui-Gon's sabre out to ATKINSON.

       CLOSE SHOT - QUI-GON'S LIGHTSABRE

       OBI-WAN holds his slain master's sabre in his hand.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks down at the old weapon.

                           ATKINSON RAIN
                 I cannot accept that.

       CLOSE UP - OBI-WAN KENOBI

                           OBI-WAN
                 I insist.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks up into Obi-Wan's eyes.

                           ATKINSON RAIN
                 No.
                     (beat)
                 I cannot accept that.

       MEDIUM SHOT - OBI-WAN KENOBI AND ATKINSON RAIN

                           ATKINSON RAIN
                 That is you slain master's blade.
                     (beat)
                 It was a part of him.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 It contains all that he ever was.

       CLOSE UP - OBI-WAN KENOBI

                           ATKINSON RAIN
                     (os)
                 It contains his memories.

       CLOSE UP - OBI-WAN KENOBI AND ATKINSON RAIN

                           ATKINSON RAIN
                 Hold on to that, Obi-Wan.

       MEDIUM SHOT - OBI-WAN KENOBI AND ATKINSON RAIN

       ATKINSON places her hands atop the sabre.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 Memories are the most precious thing that 
                 we have.

       CLOSE UP - OBI-WAN KENOBI

                           ATKINSON RAIN
                     (os)
                 Never let go.

       MEDIUM SHOT - OBI-WAN KENOBI AND ATKINSON RAIN

       ATKINSON brings her hands back.

       OBI-WAN slowly returns Qui-Gon's sabre into his cloak.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks at OBI-WAN.  She smiles.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN looks back.

       MEDIUM SHOT - OBI-WAN KENOBI AND ATKINSON RAIN

                           OBI-WAN
                 Where are you going now?

                           ATKINSON RAIN
                 Well, seeing as I've made it this far and 
                 am still alive, I've got a feeling that 
                 the Universe likes me, but I'm not going 
                 to push it.

       CLOSE UP - ATKINSON RAIN

       ATKINSON shakes her head.

       Her words are sleepy.

                           ATKINSON RAIN
                 I don't know exactly what I'm going to 
                 do.
                     (beat)
                 I'm going to take to the stars, I know 
                 that.
                     (beat)
                 Maybe I'll find Master Windu.
                     (beat)
                 Maybe I'll go into hiding.
                     (beat)
                 I don't know.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN speaks in a timid tone.

                           OBI-WAN
                 You know, you don't have to.
                     (beat)
                 You could always stay with...

       CLOSE UP - ATKINSON RAIN

       ATKINSON speaks with a surprising weight to her voice.

                           ATKINSON RAIN
                 No.
                     (beat)
                 I can't.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN looks at ATKINSON, remembering all that has happened 
       to them and between them.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 You and Amidala were meant for each 
                 other.
                     (beat)
                 I understand that now.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN looks away, not wanting to let out any tears.

       MEDIUM SHOT - ATKINSON RAIN

                           ATKINSON RAIN
                 Go, talk with her.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN looks back at ATKINSON.

       MEDIUM SHOT - OBI-WAN KENOBI AND ATKINSON RAIN

                           ATKINSON RAIN
                 She's over in the field.

       ATKINSON motions to Amidala's direction with her head.

       OBI-WAN nods a painful nod.

       CLOSE UP - ATKINSON RAIN

       ATKINSON smiles.

       MEDIUM SHOT - OBI-WAN KENOBI AND ATKINSON RAIN

       OBI-WAN begins to walk away.

       CLOSE UP - ATKINSON RAIN

       ATKINSON calls OBI-WAN back.

                           ATKINSON RAIN
                 Obi-Wan!

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN turns to ATKINSON.  His cloak flaps against him.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 Never say goodbye.

       ATKINSON smiles and tilts her head.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN smiles back.  It is all that he knows how to do.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN turns and heads off toward AMIDALA.

                                                            CUT TO:

       WIDE SHOT - AMIDALA

       AMIDALA stands in the middle of a grassy Naboo field.  The 
       cool air blows around her.

       She is looking up at the sky.

       MEDIUM SHOT - AMIDALA

       AMIDALA stares up at the clouds above.

       A hand reaches for her shoulder from behind her.

       CLOSE UP - AMIDALA

       AMIDALA turns around as the hand touches her.

       MEDIUM SHOT - OBI-WAN KENOBI AND AMIDALA

       OBI-WAN stands there, behind her.

       CLOSE UP - AMIDALA

       AMIDALA looks up into Obi-Wan's eyes.

       Amidala's eyes are covered in water, tears beginning to run 
       down her cheeks.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN looks down at AMIDALA, his eyes filling as well.

       MEDIUM SHOT - OBI-WAN KENOBI AND AMIDALA

       The two embrace.  Obi-Wan's cloak wraps around both of them.

       The CAMERA rotates around them, the two alone in the field.

       CLOSE UP - AMIDALA

       AMIDALA buries her head in Obi-Wan's cloak.

       She then looks up, her eyes filling back up with tears.

       She speaks in a choked tone.

                           AMIDALA
                 We're together...
                     (beat)
                 Finally.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN sniffles and shakes his head.

                           OBI-WAN
                 No.

       CLOSE UP - AMIDALA

       AMIDALA shuts her eyes.

       CLOSE UP - OBI-WAN KENOBI

       The words are painful to both OBI-WAN and AMIDALA.

                           OBI-WAN
                 We cannot be.
                 

       CLOSE UP - OBI-WAN KENOBI AND AMIDALA

                           OBI-WAN
                 The twins are a great threat.
                     (beat)
                 They are also a great hope.

       CLOSE UP - OBI-WAN KENOBI

                           OBI-WAN
                 We must keep them separated in insure 
                 their safety.

       CLOSE UP - AMIDALA

                           OBI-WAN
                     (os)
                 I have spoken with Bail Organa of 
                 Alderaan.
                     (beat)
                 You can live there as a member of the 
                 royal family.
                     (beat)
                 You can take the girl, Leia.

       CLOSE UP - OBI-WAN KENOBI

                           OBI-WAN
                 I must go someplace else.
                     (beat)
                 I will take the boy, Luke.

       CLOSE UP - OBI-WAN KENOBI AND AMIDALA

       OBI-WAN speaks softly.

                           OBI-WAN
                 We must do this.
                     (beat)
                 We have to separate them.
                     (beat)
                 We have to hide them.
                     (beat)
                 They are our only hope.

       CLOSE UP - AMIDALA

       AMIDALA looks up into Obi-Wan's eyes.

                           AMIDALA
                 I love you.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN looks down into Amidala's.

                           OBI-WAN
                 I know.

       CLOSE UP - OBI-WAN KENOBI AND AMIDALA

       The two embrace tightly.

                           ATKINSON RAIN
                     (vo)
                 Memories are the most precious thing that 
                 we have.
                     (beat)
                 Never let go.

       The Old Republic theme plays slowly and mournfully as we

                                                       DISSOLVE TO:

       INT. IMPERIAL MEDICAL COMPLEX - MEDIUM SHOT - PALPATINE

       We are back on Coruscant.

       A horrible familiar breathing is present.

       It was something we knew was coming but hoped it could 
       somehow be avoided.

       EMPEROR PALPATINE stands in front of the CAMERA.  His face is 
       badly burned.  His skin has melted.

       He stares down, below the CAMERA.

       He speaks in an inhuman voice.

       Each word is delivered individually.

       Each word is an icy dagger.

       Each word tears through flesh.

       Each word is a terrible last moment of existence.

                           PALPATINE
                 Born again.
                     (beat)
                 A new flesh.
                     (beat)
                 A new blood.
                     (beat)
                 A new body.
                     (beat)
                 A new frame
                     (beat)
                 A new form.
                     (beat)
                 A new face.
                     (beat)
                 A new life.
                     (beat)
                 A new identity.

       CLOSE UP - PALPATINE

       PALPATINE stares below the CAMERA.

       His words grow even more devoid of any humanity.

                           PALPATINE
                 A new mind.
                     (beat)
                 A new heart.
                     (beat)
                 A new soul.

       MEDIUM SHOT - PALPATINE

       Palpatine's words carry with them a twisted glee and ecstacy.

                           PALPATINE
                 Rise, Darth Vader.

       MEDIUM SHOT - DARTH VADER

       DARTH VADER, kneeling before the CAMERA and the EMPEROR, 
       speaks.

                           DARTH VADER
                 Yes, my master.

                                                          FADE OUT.