CLOSE UP - COMMODORE ANTILLES

                           COMMODORE ANTILLES
                 Palpatine has masterminded the entire 
                 conflict with the Trade Federation!

       CLOSE UP - PALPATINE

       PALPATINE turns white.

       MEDIUM SHOT - PALPATINE AND TARKIN

       PALPATINE turns to TARKIN and shouts at him.

                           PALPATINE
                 Kill that transmission!

       TARKIN has a hand over his earpiece, listening into incoming 
       information.

                           TARKIN
                 We're trying, but sir...

       CLOSE UP - PALPATINE

                           PALPATINE
                 What!

       CLOSE UP - TARKIN

       TARKIN speaks softly.

                           TARKIN
                 Sir, the transmission is being sent over 
                 miltech satellites to all corners of the 
                 Republic... I mean Empire.
                     (beat)
                 Distant ships and outposts are receiving 
                 this message.  It's piggybacked on a 
                 tachyon beam.

       MEDIUM SHOT - PALPATINE AND TARKIN

                           PALPATINE
                 Kill the transmission and kill this room!

       WIDE SHOT - BALLROOM

       We can see SHOCKTROOPERS at all the exits of the room.

                           COMMODORE ANTILLES
                 From the very start, this has all been 
                 Palpatine's fault.  He was behind the 
                 invasion of Naboo!

                                                            CUT TO:

       INT. GARDEN - HALL - MEDIUM SHOT - OBI-WAN KENOBI, ATKINSON 
       RAIN, AND AMIDALA

       The three have left the ballroom.  They move toward one of 
       the complex's exits.

       They have left just in time.

       Antilles's voice can be heard in the distance.

                           COMMODORE ANTILLES
                     (os)
                 Join with me.
                     (beat)
                 Rebel!
                     (beat)
                 Ask questions.  Look at your orders.  
                 They are immoral and illegal.  Fight!
                     (beat)
                 Rebel!

       Blaster fire can be heard in the ballroom.

       The three turn around.

       CLOSE UP - OBI-WAN KENOBI

                           OBI-WAN
                 Come on.

       OBI-WAN swallows.

       MEDIUM SHOT - OBI-WAN KENOBI, ATKINSON RAIN, AND AMIDALA

       The three run down the hall.

       They turn a corner.

       CLOSE UP - OBI-WAN KENOBI, ATKINSON RAIN, AND AMIDALA

       The three freeze.

       MEDIUM SHOT - ANAKIN SKYWALKER

       ANAKIN SKYWALKER stands in front of them.

       MEDIUM SHOT - OBI-WAN KENOBI, ATKINSON RAIN, AND AMIDALA

       OBI-WAN steps forward.

       CLOSE UP - ANAKIN SKYWALKER

       ANAKIN stares at OBI-WAN, emotionless.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN stares at ANAKIN, emotionless.

       MEDIUM SHOT - ANAKIN SKYWALKER

       ANAKIN shouts his single word.

                           ANAKIN
                 Go!

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN stares at ANAKIN for a moment.

       He then whispers.

                           OBI-WAN
                 Thank you.

       CLOSE UP - ANAKIN SKYWALKER

       ANAKIN stares blankly at OBI-WAN.

       MEDIUM SHOT - OBI-WAN KENOBI, ATKINSON RAIN, AND AMIDALA

       The three run past ANAKIN.

       AMIDALA pauses for a moment.

       MEDIUM SHOT - ANAKIN SKYWALKER AND AMIDALA

       AMIDALA kisses ANAKIN on the cheek.

       She then dashes after OBI-WAN and ATKINSON.

       MEDIUM SHOT - ANAKIN SKYWALKER

       ANAKIN watches the three leave.

       CLOSE UP - ANAKIN SKYWALKER

       ANAKIN blinks.

       He shouts.

                           ANAKIN
                 I only spared your life because she was 
                 with you!  Do you hear me, Kenobi?  I 
                 will kill you!  I will kill you and the 
                 rest of you kind!

       MEDIUM SHOT - ANAKIN SKYWALKER

       ANAKIN lowers his head and lets out a breath.

                                                            CUT TO:

       EXT. G PRIME - SPACE PORT - WIDE SHOT - OBI-WAN KENOBI, 
       ATKINSON RAIN, AND AMIDALA

       The three run across a space port, toward Atkinson's ship.

       MEDIUM SHOT - OBI-WAN KENOBI, ATKINSON RAIN, AND AMIDALA

       ATKINSON shouts.

                           ATKINSON RAIN
                 Ship!
                     (beat)
                 Open hatch!

       WIDE SHOT - ATKINSON'S SHIP

       The boarding ramp on Atkinson's ship hisses down.

       MEDIUM SHOT - OBI-WAN KENOBI, ATKINSON RAIN, AND AMIDALA

       The three rush toward Atkinson's ship.

       ATKINSON and AMIDALA run up the ramp.

       CLOSE UP - OBI-WAN KENOBI

                           OBI-WAN
                 Take off!

       MEDIUM SHOT - ATKINSON RAIN AND AMIDALA

                           ATKINSON RAIN
                 What!
                     (beat)
                 I'm not leaving you!

       MEDIUM SHOT - OBI-WAN KENOBI

                           OBI-WAN
                 I have to stay!

       CLOSE UP - ATKINSON RAIN

       ATKINSON stares at OBI-WAN.

       CLOSE UP - AMIDALA

       AMIDALA shouts.

                           AMIDALA
                 Obi-Wan!

       CLOSE UP - OBI-WAN KENOBI

                           OBI-WAN
                 I have to!
                     (beat)
                 Go!

       MEDIUM SHOT - ATKINSON RAIN AND AMIDALA

       Amidala's eyes tear up.

                           AMIDALA
                 No.

       ATKINSON blinks.  She nods and puts an arm around AMIDALA.

       CLOSE UP - ATKINSON RAIN

                           ATKINSON RAIN
                 Be careful.

       CLOSE UP - OBI-WAN KENOBI

       OBI-WAN smiles.

       CLOSE UP - AMIDALA

                           AMIDALA
                 What?  We're not leaving him!

       CLOSE UP - OBI-WAN KENOBI

                           OBI-WAN
                 I can't go.
                     (beat)
                 Not yet.
                     (beat)
                 There is something that I must do.

       CLOSE UP - AMIDALA

       Amidala's eyes tear up even more.

       CLOSE UP - ATKINSON RAIN

       ATKINSON looks down.

       MEDIUM SHOT - ATKINSON RAIN AND AMIDALA

       The boarding ramp hisses closed.

       AMIDALA stares at OBI-WAN, her arm outstretched.

       ATKINSON avoids his eyes.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN raises his hand.

       A deafening noise sounds as the engines churn and ignite.

       WIDE SHOT - ATKINSON'S SHIP

       Atkinson's ship takes off, OBI-WAN standing feet away.

       He watches as the ship blasts into the night sky.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN turns away and stares forward.

                                                       DISSOLVE TO:

       INT. BATTLESHIP VICTORY - BRIDGE - MEDIUM SHOT - COMMODORE 
       ANTILLES

       COMMODORE ANTILLES leans to one side of his chair.

                           COMM OFFICER
                     (os)
                 Sir, we're getting transmissions from all 
                 over the fleet.

       MEDIUM SHOT - COMM OFFICER

                           COMM OFFICER
                 They are with you.
                     (beat)
                 They are with us.

       MEDIUM SHOT - COMMODORE ANTILLES

       ANTILLES smiles.

                           COMMODORE ANTILLES
                 Send a broad band transmission.  I want 
                 to reach as many friends as I can.

       CLOSE UP - COMMODORE ANTILLES

                           COMMODORE ANTILLES
                 Tell them all to jump to the Neimoidian 
                 home system.
                     (beat)
                 Now.

                                                            CUT TO:

       INT. ATKINSON'S SHIP - MEDIUM SHOT - ATKINSON RAIN AND 
       AMIDALA

       ATKINSON and AMIDALA sit in the command seats.

       AMIDALA is frantic.

                           AMIDALA
                 We left him!  How could we leave him?

       ATKINSON is calm.

                           ATKINSON RAIN
                 Listen, Obi-Wan can handle himself.  He 
                 can take care of himself just fine.

       AMIDALA breathes a slow breath.  She nods.

                           AMIDALA
                 Yeah.  You're right.

       They look at each other.

       CLOSE UP - ATKINSON RAIN

       ATKINSON changes the subject.

                           ATKINSON RAIN
                 You know, we've never been formally 
                 introduced.

       CLOSE UP - AMIDALA

       AMIDALA looks at ATKINSON.

       CLOSE UP - ATKINSON RAIN

       ATKINSON speaks in a friendly voice.

                           ATKINSON RAIN
                 I'm Atkinson Rain.

       CLOSE UP - AMIDALA

       AMIDALA speaks in an unsure one.

                           AMIDALA
                 I'm Amidala Naberrie.

       MEDIUM SHOT - ATKINSON RAIN AND AMIDALA

       The two shake hands.

       It was silly.  By this point, they both knew each other's 
       names.  There was no need for formal introductions, but it 
       lightened the mood.

       There is a pause.

       MEDIUM SHOT - AMIDALA

       AMIDALA speaks in a voice full of new confidence.

                           AMIDALA
                 Does this ship have stellarcom 
                 capabilities?

       MEDIUM SHOT - ATKINSON RAIN AND AMIDALA

       ATKINSON nods.

       She points to a panel near AMIDALA.

                           ATKINSON RAIN
                 Right there.

       MEDIUM SHOT - AMIDALA

       AMIDALA quickly punches in a series of keys, dialing in 
       Naboo's six-point stellar location or address.

       A series of beeps follow as Atkinson's ship contacts and 
       connects with an official Naboo channel.

       CLOSE UP - AMIDALA

                           NABOO PALACE OFFICER
                     (vo)
                 Naboo.
                     (beat)
                 Go.

                           AMIDALA
                 I need to speak with the Governor.

                           NABOO PALACE OFFICER
                     (vo)
                 I'll need a name.

       AMIDALA hesitates.

                           AMIDALA
                 Podme.

                                                            CUT TO:

       INT. GARDEN - BALLROOM - BALCONY - MEDIUM SHOT - PALPATINE

       Militaristic tones play.

       PALPATINE stands above what remains of the ballroom.

       He surveys what is left.

       TARKIN stands in the background.

       PALPATINE speaks in a low voice.

                           PALPATINE
                 Tarkin.

       TARKIN steps forward.

                           PALPATINE
                 Contact my fleet.
                     (beat)
                 We're going to Neimoidia Prime.
                     (beat)
                 We are going to burn their planet.
                     (beat)
                 We are going to burn their ships.
                     (beat)
                 We are going to burn their cities.
                     (beat)
                 We are going to burn their churches.
                     (beat)
                 We are going to erase them from the 
                 Universe.

       CLOSE UP - TARKIN

       TARKIN speaks timidly.

                           TARKIN
                 Aye, sir.
                     (beat)
                 But, most vessels in the Republic's fleet 
                 have deserted.

       CLOSE UP - PALPATINE

       PALPATINE speaks in a voice of twisted rapture.

                           PALPATINE
                 But, we're not using the Republic's 
                 fleet.
                     (beat)
                 We're using my fleet.
                     (beat)
                 We're using the Empire's fleet.

                                                       DISSOLVE TO:

       EXT. SPACE - NEIMOIDIAN HOMEWORLD

       The Neimoidian home planet sits there in space.  Surrounding 
       it are countless little silver dots.

       WIDE SHOT - REBEL FLEET

       The CAMERA pans across just some of the vessels making up 
       this impromptu fleet.

       We see Neimoidian battleships sit side-by-side with Republic 
       starships.

       We settle on the Victory and Neimoidian heavy battleship.

       INT. BATTLESHIP VICTORY - BRIDGE - MEDIUM SHOT - COMMODORE 
       ANTILLES AND SONORA DODD

       SONORA DODD stands with COMMODORE ANTILLES on the bridge of 
       the Victory.

                           COMMODORE ANTILLES
                 I am sorry.  If I had only known.

                           SONORA DODD
                 The past is over.  We must fight for 
                 Tomorrow.

                           COMMODORE ANTILLES
                 I promise that we will do whatever it 
                 takes to set things right.

                           SONORA DODD
                 You already have.

       CLOSE UP - COMMODORE ANTILLES

                           COMMODORE ANTILLES
                 This is not going to be easy.  Palpatine 
                 has his select few that will never stand 
                 down.

       CLOSE UP - SONORA DODD

                           SONORA DODD
                 Yes, but we fight for a just cause.
                     (beat)
                 We will win.

       CLOSE UP - COMMODORE ANTILLES

                           SONORA DODD
                     (os)
                 And, if we don't, we will be long 
                 remembered and our cause will never be 
                 forgotten.

       MEDIUM SHOT - TAC OFFICER

       The TAC OFFICER shouts.

                           TAC OFFICER
                 Energy spike!

       MEDIUM SHOT - COMMODORE ANTILLES AND SONORA DODD

                           COMMODORE ANTILLES
                 Where!

       MEDIUM SHOT - TAC OFFICER

       The TAC OFFICER looks at his instruments.

                           TAC OFFICER
                 Right on top of us.

       CLOSE UP - SONORA DODD

                           SONORA DODD
                 Is it Palpatine?

       CLOSE UP - TAC OFFICER

       The TAC OFFICER speaks, looking down.

                           TAC OFFICER
                 Hard to say, but I doubt it.  I'm only 
                 reading a single ship.

       He looks up.

                           TAC OFFICER
                 But, it's big.

       EXT. SPACE - MUSASHI

       We see an empty starfield.

       Then...

       The Musashi jumps into Neimoidian space.  She is a beautiful 
       organic looking silver ship.  She is big, and she is long.  

       She moves toward the CAMERA, which moves up to allow her to 
       pass.

       We now see the Victory and heavy Neimoidian battleship, both 
       below the Musashi.

       We watch as she moves over the two vessels.

       She is larger than the Victory and Neimoidian heavy 
       battleship.

       INT. MUSASHI - BRIDGE - WIDE SHOT

       We see the sloping bridge of the Musashi.

       A CREW OF NABOO AND GUNGANS man the stations.

       AMIDALA stands to one side of the captain's chair.

       The CAPTAIN OF THE VESSEL stands.

       It is JAR JAR BINKS.

       His long ears are tied back.

       He wears a black uniform.

       A look of duty is on his face.

       JAR JAR speaks.  His words are no longer incomprehensible.

                           JAR JAR BINKS
                 This is the Musashi of Naboo.  We are 
                 here to join you.

                                                            CUT TO:

       EXT. KITS - SECOND LEVEL STREET - WIDE SHOT - OBI-WAN KENOBI

       It is dawn on Coruscant.

       The morning light reflects off the silver buildings.

       OBI-WAN quickly moves along a thin street, connecting to 
       several apartments.  He is determined.

       The street is on Kit's second city level.

       Below it is another street and a wide open expanse.

       Light traffic zips by in the open area.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN stops at his apartment.

       MEDIUM SHOT - DOOR

       The door to Obi-Wan's apartment slides up.

       Two glowing eyes meet OBI-WAN.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN brings his hands up to fight.

       MEDIUM SHOT - DOOR

       SEE-THREEPIO approaches OBI-WAN.

       The droid's arms flail about as he speaks.

                           SEE-THREEPIO
                 Hello.
                     (beat)
                 I am See-Threepio, Human Cyborg 
                 Relations.

       MEDIUM SHOT - OBI-WAN KENOBI

       OBI-WAN stands in a defensive posture.

       MEDIUM SHOT - SEE-THREEPIO

                           SEE-THREEPIO
                 I have been sent here by my maker to 
                 guide you to him.

       MEDIUM SHOT - OBI-WAN KENOBI

                           OBI-WAN
                 Anakin...

       CLOSE UP - SEE-THREEPIO

                           SEE-THREEPIO
                 Yes, sir.
                     (beat)
                 That is correct.

       MEDIUM SHOT - OBI-WAN KENOBI AND SEE-THREEPIO

       OBI-WAN enters into his apartment, pushing THREEPIO to the 
       side.

       INT. KITS - OBI-WAN'S APARTMENT - MEDIUM SHOT - OBI-WAN 
       KENOBI

       OBI-WAN goes through his small place.

       He walks up to a small empty table.  The only thing on it is 
       his lightsabre.

       He picks it up.

       OBI-WAN activates the sabre.

       Its blue cutting blade flares on.

       OBI-WAN swings it about in several long practice strokes, a 
       violent hum resonating out.

                                                            CUT TO:

       INT. BATTLESHIP VICTORY - BRIDGE - MEDIUM SHOT - TAC OFFICER

       The TAC OFFICER shouts.

                           TAC OFFICER
                 Sir, I'm getting multiple energy spikes 
                 all around us!

       EXT. SPACE - VICTORY

       We see the Victory as well as part of the Neimoidian heavy 
       battleship and bits of several other ships.

                           TAC OFFICER
                     (vo)
                 Here they come.

       At first, a single Victory class star destroyer jumps in.  
       Then another... and another... and another... and another...

       Squadrons of these grey battleships jump in at once.

       The sky it lit up.

       Ship after ship after ship arrives.

       INT. BATTLESHIP VICTORY - BRIDGE - MEDIUM SHOT - COMMODORE 
       ANTILLES AND SONORA DODD

       The two stare out at the arriving fleet.

       COMMODORE ANTILLES speaks in awe and disbelief.

                           COMMODORE ANTILLES
                 I thought that the Victory was a 
                 prototype.  I had no idea that an entire 
                 fleet existed.

                                                            CUT TO:

       INT. MUSASHI - BRIDGE - MEDIUM SHOT - JAR JAR BINKS

       JAR JAR speaks in a scared voice.

                           JAR JAR BINKS
                 Scramble the fighters.

       EXT. SPACE - MUSASHI

       Tiny N-1 starfighters zip out of launching bays hidden in the 
       sides of the Musashi.

       Naboo's precious little fighters go off to be lost in the 
       heart of an intergalactic war.

       Atkinson Rain's ship zips out behind them.

       INT. DUG FINN'S FIGHTER - MEDIUM SHOT

       The silver haired DUG FINN pilots his N-1 fighter.

       He speaks to himself.

                           DUG FINN
                 Let an entire planet be ravaged?
                     (beat)
                 I don't think so.

       EXT. SPACE - N-1 SQUADRONS

       Several N-1 squadrons zip by in formation.

       The CAMERA starts above them but pulls down so that it is 
       following behind.

       We see the Neimoidian heavy battleship and Victory in front 
       of them.

       The Empire's fleet is in the distance.

                                                            CUT TO:

       INT. BATTLESHIP VICTORY - BRIDGE - MEDIUM SHOT - COMMODORE 
       ANTILLES

       The COMMODORE gives orders to his fleet.

                           COMMODORE ANTILLES
                 Weltall.  Vierge.  Heimdal.  Fenrir.
                     (beat)
                 Move up to point.

       EXT. SPACE - REBEL FLEET

       The Weltall, Vierge, Heimdal, and Fenrir power up their 
       engines and move forward.

       They are all Hime class light escort vessels.  They small and 
       silver.  They have long thin wings at their tail end, 
       allowing for endo-atmospheric flight.  Tiny lights blink from 
       their wing tips.

       There is a small bulge and fin extending down on the 
       underside of the ships.

       Unlike most vessels, the bridge and command deck of Hime 
       class light destroyers is below the main body, the lowest 
       point on the ship.

       INT. BATTLESHIP VICTORY - BRIDGE - MEDIUM SHOT - COMMODORE 
       ANTILLES

                           COMMODORE ANTILLES
                 Zohar wings, move in front of the 
                 Yggdrasil and Vandal.

       EXT. SPACE - REBEL FLEET

       Several formations of Zohar class medium cruisers sweep in 
       front of the large Yggdrasil and Vandal... the later being a 
       survivor of the battle over Alderaan.

       The Zohars are simple white ships.  They have a battery of 
       beam cannons at their bow and a battery of engines at their 
       stern.  There is little more to them than that.  A small 
       conning tower and a pulse cannon defense grid are all that 
       occupies their middle.

       INT. BATTLESHIP VICTORY - BRIDGE - CLOSE UP - COMMODORE 
       ANTILLES

       COMMODORE ANTILLES stares out at the stars.

                                                            CUT TO:

       INT. BATTLESHIP NEMESIS - BRIDGE - WIDE SHOT

       We are on the bridge of the lead Imperial ship, the Nemesis, 
       one of the production line Victory class star destroyers.

       The ship's COMMAND CREW stand alert at their posts.  
       COMMODORE ELLISON sits in the captain's chair.

       EMPEROR PALPATINE is at the center of the bridge, in hologram 
       form.

       MEDIUM SHOT - PALPATINE

       PALPATINE stares blindly forward.  His words are delivered 
       with a fine precision.

                           PALPATINE
                 Auld, Sophia, and Lucretia.
                     (beat)
                 Move up.

       EXT. SPACE - IMPERIAL FLEET

       The Auld, Sophia, and Lucretia advance.  They are all YRB-202 
       Gelnika heavy bombers, large space-borne flying wings.  They 
       are ugly olive craft, related to, but larger than the YRB-211 
       "Spooky" bombing craft.  The gigantic Gelnikas, over twice 
       the size of the "Spooky" bombers, are actually the aging 
       predecessors of the YRB-211.

       INT. BATTLESHIP NEMESIS - BRIDGE - MEDIUM SHOT - PALPATINE

                           PALPATINE
                 Ethos, Aveh, Gebler, Ignas, and Deus 
                 squadrons.
                     (beat)
                 Bring up the front line.

       EXT. SPACE - IMPERIAL FLEET

       The Ethos, Aveh, Gebler, Ignas, and Deus star destroyer 
       squadrons move forward.  The wall of ships mobilize as one.

       INT. BATTLESHIP NEMESIS - BRIDGE - CLOSE UP - PALPATINE

       PALPATINE addresses the Nemesis's CREW, still staring forward 
       with unseeing eyes.

                           PALPATINE
                 Patch me through to all ships.

       Palpatine's words are piercing.  They are snide, full of 
       spite and contempt.

                           PALPATINE
                 This is Emperor Palpatine of the Galactic 
                 Empire.
                     (beat)
                 Stand down and you will not be harmed.

       INT. MUSASHI - BRIDGE - MEDIUM SHOT - JAR JAR BINKS AND 
       AMIDALA

       The TWO OLD FRIENDS stand together.

                           PALPATINE
                     (vo)
                 Resist and you will be destroyed.

       INT. ATKINSON'S SHIP - MEDIUM SHOT - ATKINSON RAIN

       Atkinson's face has as much contempt on it as Palpatine's.

                           PALPATINE
                     (vo)
                 You stand in the path of the Imperial 
                 starfleet, between us and our target.

       INT. BATTLESHIP VICTORY - BRIDGE - MEDIUM SHOT - COMMODORE 
       ANTILLES

                           PALPATINE
                     (vo)
                 Join us and no questions will be asked.
                     (beat)
                 Fight us and you will die.

       INT. BATTLESHIP NEMESIS - BRIDGE - CLOSE UP - PALPATINE

                           PALPATINE
                 You stand between the Imperial starfleet 
                 and our target.
                     (beat)
                 You have rebelled from my administration.  
                     (beat)
                 You are hostile.
                     (beat)
                 This is you last chance.
                     (beat)
                 This is your final chance.
                     (beat)
                 Surrender or be destroyed.

       There is silence.

       Then, an answer comes.

       The first words are almost timid.

                           COMMODORE ANTILLES
                     (vo)
                 Negative on surrender.