Saga Star Wars Episode One: A False Dawn

Title: A False Dawn
Author: carl_hollywood
Timeframe: Prequels
Concept: Total reimagining of the prequel trilogy, using only episodes 4, 5, and 6 as canon. Lore and continuity may be at odds with most books, games, comics, etc. If it didn't appear in the original trilogy, I didn't feel obligated to use it, though I did do a very little wookiepedia research on a couple of things (e.g. I looked up the name of Mon Mothma's home planet, used it, but ignored the rest of the article). Characters and situations bear very little resemblance to TPM.
Note: This is the first of three intended screenplays. It's feature length (overlong actually), so it's not a quick read. A little rough around the edges and too dialogue heavy for now, I hope to edit down and punch up in a subsequent draft. Feedback more than welcome. And please forgive the wonky formatting -- best effort to preserve screenplay format in this context. Cheers.


_________________________________________________________________________________________


A LONG TIME AGO, IN A GALAXY FAR, FAR AWAY...

STAR WARS EPISODE ONE: A FALSE DAWN

CRAWL:

The Galactic Republic is in decline, assailed from within as
well as without. An all but entirely corrupt senate enriches
itself at the expense of the people, even as it loses control
over its vast holdings. Regional governors do what they will,
free from the strictures of Republic law. And, more and more,
petty warlords claim Republic space for their own.

The Jedi, in ancient times the protectors of peace and
justice in the Republic, have faded into legend and rumor.
Called charlatans, wizards, or outright myths by most, there
are still those, even in the highest echelons of the Senate,
who believe in the Jedi, and the mystical power they wield,
known as The Force.

On the edge of space, in a free system, a mysterious and
monstrous armada is gathering to some evil purpose. The dark
fleet is a threat only the Jedi can meet. And, if a lone
pirate vessel, in the wrong place at the wrong time, can
escape with the news...



EXT. SPACE, THE JATARI SYSTEM

The blue and orange orb of Jatari II is enveloped by
starships, dark, sharp, and glossy amidst the wreckage of
what might have been an orbital defense force. If there was a
battle, it's over now, and invader transports are shuttling
back and forth between the planet's surface and a strange
hulking vessel -- not a battle ship, but something else.

Suddenly, a frigate, boxy but fleet, gayly decorated -
clearly not a unit in the dark armada -- screams past, and
the camera follows it, landing in a shot that mirrors the
opening of A New Hope.

But, in pursuit is not one massive Star Destroyer, but five
capital ships, one of them a massive dreadnought, and
multiple squadrons of interceptors. Laser fire lights up the
star field, but the Falling Star, for that is this frigate's
name, is no sitting duck. Nimble for its size, armored,
shielded, and heavily gunned, it returns fire on the
interceptors even as it outpaces the capital ships.



INT. FALLING STAR, COCKPIT - CONTINUOUS

This is a pirate's cockpit, rich and eclectic with the spoils
of numerous conquests.

At the helm, Captain Renzo Kitch, as handsome as a humanoid
mollusk can be, strains at the ship's controls, navigating
this very dicey escape. At his side, first mate Manx Orulian,
a cute tomboy, flips switches, turns dials, monitors gauges.

CAPTAIN KITCH
(in an alien tongue)
Where the hell is he?!

MANX
Stay focused Captain, whaddaya say?

CAPTAIN KITCH
I'll kill him.

MANX
Sure thing, Cap. But first, we
gotta -- INCOMING!

Kitch takes evasive action. The ship rolls, and then shudders
with the impact of a near miss.

CAPTAIN KITCH
Damn it, Manx! How long until
you've got the jump plotted?!!

MANX
Well, if you'd shut up for two
seconds...

Kitch flips a switch on the ship's intercom.

CAPTAIN KITCH
Damage Report.



INT. FALLING STAR, ENGINE ROOM - CONTINUOUS

Heph Tosca, the ship's mechanic, a big guy with round pecs, a
rounder gut, and bionic arms, welds for his life. A small
crew of astromech droids scurry about him, sparks flying.

HEPH
Under control, Cap'n.
(to the droids, almost
threateningly)
Right boys?

A string of beeps and whirs signal assent.

CAPTAIN KITCH (O.S.)
Whatever you do, keep that
hyperdrive online.

HEPH
(sweat beading on his
brow)
Aye aye, Cap'n.



INT. FALLING STAR, COCKPIT - CONTINUOUS

CAPTAIN KITCH
(muttering to himself)
All trouble, no profit. This is the
last blasted time! He's a dead man.
(to Manx)
I said how long until we can make
the jump?!

MANX
T-minus three minutes.

Kitch hits the intercom again.

CAPTAIN KITCH
Gunners, give them everything
you've got!



INT. FALLING STAR, SWIVEL GUN TURRET ONE

ALIEN GUNNER ONE
Aye aye.



INT. FALLING STAR, SWIVEL GUN TURRET TWO

ALIEN GUNNER TWO
Aye, Captain.



INT. FALLING STAR, SWIVEL GUN TURRET THREE

ALIEN GUNNER THREE
Giving them the goods like a pack
of holbets on Gurshan Eve!!



EXT. SPACE, THE JATARI SYSTEM - CONTINUOUS

The goods are most definitely given. Interceptors exploding
hither and thither. Strafing runs aborted.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch and Manx are lit up by the glare of nearby explosions.

KITCH
Hahaha! The Falling Star hasn't
been caught yet!

MANX
Aye Cap, and she never will.

KITCH
(growling)
Damn right!
(intercom again)
Alda! I need you to find our
passenger.



INT. FALLING STAR, MAIN BATTERY - CONTINUOUS

Alda Contana, a lithe, laconic humanoid, reclines with his
booted feet up on a console, smoking from a lean space pipe.

ALDA
Nothing to broadside right now
anyway, boss. Those capital ships
are all on our six.

Alda stands, taking a blaster off the console and sliding it
into a hip holster.

CAPTAIN KITCH (O.S.)
In two minutes, I'm going to give
you a nice fat target to starboard,
but right now...



INT. FALLING STAR, COCKPIT - CONTINUOUS

CAPTAIN KITCH
GET ME KENOBI!!!!



INT. DARK DREADNOUGHT, BRIDGE - CONTINUOUS

The Falling Star can be clearly seen through the bridge's
expansive viewing panel as it dives and rolls, surrounded by
exploding fighter craft.

Observing the situation with chilly concern is Otto Rohn --
tall, powerfully built, of black beard and hair, commander of
this fleet.

An officer approaches Rohn hurriedly -- pale white skin,
almost translucent, hairless, something like a seam running
down the middle of his face -- humanoid, but somehow...
unfinished.

OFFICER
(in a gurgling hiss)
Commander Rohn, scans indicate that
the ship is preparing for the jump
to hyperspace.

ROHN
Our quarry must not be allowed to
escape. They have witnessed too
much.

Rohn's eyes stray to that mysterious hulk of a ship, visible
through the panel.

OFFICER
A lone pirate ship, Commander, out
matched and out of its depth. What
have they witnessed, but a glimpse
of their own future?

ROHN
Out-matched, and yet about to
escape! Or have you already
forgotten what you came to report?

The officer cowers in shame and fear.

ROHN (CONT'D)
No matter. This is a perfect
opportunity to test our Hawker
Class gunships. Give the order.

OFFICER
Immediately, Commander.

The officer departs with haste. Rohn closes his eyes, inhales
through his nose. Reaches... out. He smiles ever so slightly,
a menacing smirk, and then opens his eyes again.

ROHN
(quietly, deeply)
Fly if you can. Jedi.



INT. FALLING STAR, AFT VIEWING DECK - CONTINUOUS

A man's silhouette against the imposing picture of the
pursuing fleet. It is none other than a young Obi Wan Kenobi,
looking like a dashing rogue in his tight clothes, half cape,
and high boots.

Kenobi ignores the sights and sounds of the battle, analyzing
the colossal mystery ship receiving its planetary shipments
of.. what?

Then something catches his eye - a deployment of a half dozen
gunships from the invader flagship.

KENOBI
Hello, what's that?

He closes his eyes in a ritual that mirrors that of Commander
Rohn. Then his eyes snap open, and he frowns.

KENOBI (CONT'D)
And, who are you?

Suddenly, behind him, Alda appears in the doorway.

ALDA
Come with me, Kenobi.

Kenobi doesn't turn around - just points out the window.

KENOBI
You see that gigantic ship there,
Alda, the one surrounded by all the
traffic? What do yo make of it?
(pointing straight ahead)
And how about that squadron there?
It's approaching rather quickly,
eh?

Alda's blaster is in his hand, pointed at Kenobi's back.

ALDA
Now.

KENOBI
Put the blaster away, Alda.

Alda complies. Seemingly against his will.

ALDA
I... Captain Kitch wants to see you
in the cockpit.

KENOBI
Yes, yes. Maybe after we've
escaped. Now run along back to your
post.

ALDA
I'll just run along back to my
post.

And he does.

KENOBI
Good boy. Now let's see what we can
do about those gunships.

And once again, Kenobi closes his eyes.



INT. FALLING STAR, COCKPIT - CONTINUOUS

MANX
Cap, six on our six. Heavy gunners,
looks like, and fast.

KITCH
Yeah, I see 'em.

MANX
If we can slow 'em down just a
little...

KITCH
Then we'll ditch them like a bad
memory.

Kitch hits the com.

KITCH (CONT'D)
Alda, are you back on the cannons?

ALDA (O.S.)
Aye, Captain.

KITCH
Then where the hell is Kenobi?

ALDA (O.S.)
I... he... I left him at the stern.

KITCH
You what??!!



INT. FALLING STAR, MAIN BATTERY - CONTINUOUS

Alda looks confused.

ALDA
I dunno Captain, I had him at
gunpoint, and then, next thing I
know I'm manning my post...

KITCH (V.O.)
That sneaky, conniving, chicaning,
prestidigitating...



INT. FALLING STAR, COCKPIT

Kitch and Manx exchange a knowing, irritated look.

KITCH
Never mind. I'm about to go hard
starboard. If you're not too far
gone, I need you to scatter those
gunships, and see if you can give
one of their big boys something to
remember us by while you're at it!

ALDA (O.S.)
YES SIR!

BOOM. The cockpit shakes violently. Sparks fly. Boom. Boom.
Boom.

KITCH
Ow!



EXT. SPACE, THE JATARI SYSTEM - CONTINUOUS

The Hawkers let loose a barrage of laser fire, rocking the
Falling Star with multiple small explosions.



INT. FALLING STAR, ENGINE ROOM - CONTINUOUS

Heph Tosca strides across the room to put out a fire.
Kneeling, he swings up his extinguisher. An astromech has
followed him and begins repairing one of his robotic arms.

KITCH (O.S.)
Heph?! How are we looking?

HEPH
(shaking off the
astromech)
Leave me alone!
(beat)
Not you Cap'n.



INT. FALLING STAR, COCKPIT - CONTINUOUS

MANX
Cap, one of those heavy gunners is
peeling off. Almost looks like he's
drifting.

KITCH
About time he joined the fight.



INT. FALLING STAR, AFT VIEWING DECK - CONTINUOUS

Kenobi's body is taut. His right arm is extended - the
drifting gunship visible through the window, and apparently
under his control.



INT. DARK FIGHTER - CONTINUOUS

The pilot, a pale soldier just like the officer on Rohn's
ship, tries to steer his ship back on course. His comms
crackle.

DARK PILOT (O.S.)
Alpha three, you're drifting into
my flight path. Alpha three,
correct course!



EXT. SPACE, THE JATARI SYSTEM - CONTINUOUS

The two ships collide in a hail of sparks and small
explosions. The damaged vessels spin out, their pursuit
ended.



INT. FALLING STAR, COCKPIT - CONTINUOUS

MANX
Two down, Cap -- ran into each
other, looks like!

KITCH
Hahaha. That son of a gundark!

MANX
Thirty seconds, Cap.

KITCH
Here we go.
(to Alda)
Cannon's ready!

Kitch jerks the stick hard.



EXT. SPACE, THE JATARI SYSTEM - CONTINUOUS

The Falling Star fishtails, showing it's starboard side, and
two rows of cannons, to the pursuing fleet with no apparent
loss of speed.



INT. FALLING STAR, MAIN BATTERY

Alda leans into a set of wall mounted goggles, not unlike the
sight of a periscope.

In the gun sight we see one, no, two heavy gunners, and
behind them, one of the pursuing capital ships.

ALDA
Gotcha.



EXT. SPACE, THE JATARI SYSTEM - CONTINUOUS

A thunderous broadside from the Falling Star obliterates one
of the gunships, sheering the wing off another, and
scattering the other two.

And then, in the distance, a series of explosions rock the
bridge of the targeted capital ship. It sinks out of
formation in slow motion.



INT. FALLING STAR, COCKPIT - CONTINUOUS

MANX
Three, two...

Kitch is laughing maniacally.

MANX (CONT'D)
PUNCH IT!



INT. INVADER CAPITAL SHIP, BRIDGE - CONTINUOUS

While Otto Rohn is forced to take evasive action, his quarry,
The Falling Star, appears to elongate, and vanishes in a
flash of light.

Through the viewing panel, he watches the two remaining
Hawkers regroup.

And suddenly, they too make the jump to hyperspace.

Rohn nods tersely, turns his back to the viewing panel, and
stalks off.

WIPE TO:



INT. FALLING STAR, MESSDECK - SOMETIME LATER

The entire crew of the Falling Star is assembled, standing
around, leaning on walls and counters.

Obi Wan is in the center of the room, seated with his feet up
on the dining table. Now that we have time to look, we can
see that his clothes, though flamboyant, are worn and dirty.

Captain Kitch paces back and forth in front of him.

KITCH
That was some fancy work with those
two heavy gunners, I'll give you
that...

There is some muttering among the less senior crew - "That
was Kenobi?" "He's a Jedi, don't ya know?"

KITCH (CONT'D)
But a little too little, a little
too late, don't you think?

KENOBI
I thought it was just right.

KITCH
I was a lot more impressed with
Alda's contribution.

Some "hear, hears" and back slaps. Alda nods in
acknowledgment.

KENOBI
Yes, well, he had cannons. Look
here Kitch, I owe you and your crew
an apology...

ALDA
Nearly got us all killed!

One of Heph's droids beeps in agreement.

KENOBI
Indeed. Myself included. And for
that I'm deeply regretful, but...

KITCH
But nothing! I swear Kenobi, I've
had enough of you. When we land,
it's good bye. Forever.

KENOBI
Kitch, old friend...

KITCH
It's always the same with you. "I
just need a ride, Kitch, old
friend. Nothing to worry about --
nothing you can't handle."

KENOBI
Don't forget...

KITCH
"Don't forget about that time on
Seppik." How could I, with you
reminding me all the time! Well,
that's it! This time it's gone too
far. Did you see the size of that
fleet?! And the ships, they were
so... pointy.

KENOBI
What were they doing there?

KITCH
Picking that poor planet's bones,
looked like. And we were next on
the menu.

KENOBI
Yes, but why?

KITCH
I don't know, and I don't care. I'm
a pirate, Kenobi. I steal things
for a living. You're the Jedi. That
sort of business, well it's your
business. And as long as we're
asking questions: why are you
sitting? It's my ship. I should be
the one sitting!

KENOBI
By all means, sit.

KITCH
Don't you tell me what to do.

Kenobi rises abruptly.

KENOBI
Then stand. And listen to me.
You're right. That fleet is my
business, and dark business it is.
I don't know what they were doing
out there on Jatari II, but I heard
disturbing rumors, I had to
investigate, and I needed you to
give me a ride. The truth turned
out to be much worse than I
imagined. Yes, that fleet was
massive. And extremely pointy. And
unless I'm sorely mistaken that was
but one of many. Did you see that
one vessel - the giant with all the
transport traffic? What do you
think it was?

KITCH
Looked like a cargo ship to me. A
repository for all their loot.

KENOBI
The transports were filled with
people.

Some frowns from the crew of The Falling Star - Manx in
particular.

KITCH
(darkly)
A slave ship, then.

KENOBI
Maybe. But I fear it's worse than
that. And I felt a presence on
their flagship - the Dark Side of
the Force.

KITCH
See. Jedi problems. All the more
reason to leave us honest thieves
out of it.

KENOBI
Kitch, you fool, if that fleet was
just part of an armada and they're
in league with fallen members of my
order, there won't be any staying
out of it. It'll be war.

KITCH
And? War's good for business.

KENOBI
You've never seen war like this
Kitch and neither have I. If I'm
right...

KITCH
If...

An alarm sounds.

MANX
Approaching our destination,
Captain.

KITCH
We'll discuss this further after we
land, Kenobi.

Kitch and Manx make for the cockpit, and Kenobi follows.



INT. FALLING STAR, PASSAGEWAY - CONTINUOUS

Kitch and Manx walk briskly, followed by Kenobi.

KENOBI
That's another thing, Kitch. Those
heavy gunners they sent after us...

KITCH
The ones we blew up?

KENOBI
Your two, my two -- that leaves two
more. I think they know where we're
headed.

MANX
No way. They could never guess.
It's a real backwater, and not the
closest. It ain't the most likely
place for us to dock, and not the
least likely either, if you follow
me. Drop of water in the ocean.

KITCH
Grain of sand in the desert more
like.

KENOBI
I don't think they're guessing. I
think we're being tracked.

KITCH
Impossible. Can't track a ship
through hyperspace.

WHOOSH. The lock to the cockpit irises open.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch and Manx take their seats and start prepping for
deceleration from light speed. Kenobi stands behind them.

KENOBI
Kitch. Battle stations and shields
up. That's all I'm suggesting.

KITCH
Noted.

KENOBI
When have I lead you astray?

Kitch gives Kenobi the eyeball of all eyeballs.

KENOBI (CONT'D)
Fine. I'm going back to the aft
viewing deck. Just in case you need
me to save your hind quarters.
Again.

Obi Wan departs, the lock closing behind him.

KITCH
Save our hind quarters. Pain in the
hind quarters.

Kitch eases them out of light speed, the blue streaks in the
viewport contracting into stars, the view in front of them
dominated by the planet of Tatooine -- dead center.

KITCH (CONT'D)
Nicely done, Manx. Right on target.

MANX
Thank you, Capt...

BOOM. BOOM. BOOM.



INT. FALLING STAR, MESSDECK - CONTINUOUS

The crew staggers, rocked by the explosions, gunners dropping
the bags of ice they were holding to their heads. Everyone
scatters to their posts.

KITCH (O.S.)
Battle stations!



INT. FALLING STAR, PASSAGEWAY - CONTINUOUS

Kenobi stumbles, then double-times it.

KENOBI
That was quick.



EXT. SPACE, OFF TATOOINE - CONTINUOUS

One of the hawkers pummels the Falling Star as the other
emerges from hyperspace.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch and Manx take evasive action, Tatooine swerving wildly
in the viewport.

KITCH
(through clenched teeth)
Kenobi. When he's wrong it's bad
news, and when he's right, it's
even worse.



INT. FALLING STAR, PASSAGEWAY - CONTINUOUS

The swivel gunners hustle toward their stations. Gunner One
opens the air lock leading to his turret, and FOOM - a ball
of fire knocks him back into his comrades.



EXT. SPACE, OFF TATOOINE - CONTINUOUS

The remnants of one of the Falling Star's gun turrets burns
while a hawker hits a second with a burst of laser fire.

Hawker Two targets the rear thrusters. And connects.



INT. FALLING STAR, ENGINE ROOM - CONTINUOUS

One of Heph's droids, 4B-T1, is blown apart as a section of
the ship's engine explodes.

HEPH
Forbee!!

The engines are rocked by more explosions, knocking Heph to
the ground. Struggling to his feet, he grabs a nearby droid
under his arm and runs for the air lock.

HEPH (CONT'D)
Give it up, boys. It's no good.



INT. FALLING STAR, PASSAGEWAY - CONTINUOUS

Heph makes it out and stands by the lock, ushering a stream
of droids out past him.

HEPH
That's it. Hurry it up now.

When the last droid makes its exit. Heph rushes back in and
reappears moments later holding the remains of his droid. He
punches a switch, and the lock slams shut. He punches
another.

HEPH (CONT'D)
Cap'n. Too hot in there. We're
sunk. Dead in the ether.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Through the viewport, Tatooine drifts slowly past.

KITCH
I noticed.

He takes a moment to strap in. Manx follows suit.

KITCH (CONT'D)
All hands, brace for impact.

Kitch looks at Manx. She grabs his hand tightly.



INT. FALLING STAR, AFT VIEWING DECK - CONTINUOUS

Kenobi runs in, presses his face against the glass, and scans
around for the hawkers. Nothing. Then, suddenly they buzz
past, and just like that, they're out of sight again.

KENOBI
Damn.



EXT. SPACE, OFF TATOOINE - CONTINUOUS

The hawkers put some distance between themselves and the
Falling Star, then form up for a lethal run on the listing
ship.

They begin their approach.



INT. FALLING STAR, AFT VIEWING DECK - CONTINUOUS

As Obi Wan looks out into space, his hands pressed against
the glass, a third fighter screams past.

KENOBI
Hey!

Kenobi scrambles for a new vantage.



INT. FALLING STAR, PASSAGEWAY - CONTINUOUS

Kenobi finds a small portal in the passageway, and there's
the fighter -- and it looks like it's about to engage the
hawkers!



INT. FALLING STAR, COCKPIT - CONTINUOUS

MANX
Cap! On the scanner...

KITCH
I see it.



EXT. SPACE, OFF TATOOINE - CONTINUOUS

The fighter, a real hot rod of a ship, though a little junky,
beelines for the hawkers, taking a position right on their
tails.

The hot rod lets loose with a sustained beam, heating up the
wing on one of the hawkers, blowing out a thruster. The
gunships break off in different directions.



INT. FALLING STAR, PASSAGEWAY

Kenobi watches through the portal as the dogfight continues.

KENOBI
The force is strong with that one.



EXT. SPACE, OFF TATOOINE - CONTINUOUS

The hot rod pursues the damaged hawker, following it into a
steep dive. The second hawker joins them, appearing on the
hot rod's six.

The second hawker fires at the hot rod, but the agile
starfighter avoids the incoming fire with assured poise,
maintaining its position behind the first hawker. Then the
hot rod fires it's beam cannon again. The first hawker's tail
glows a deep orange, as the particle beam burns the hull.



INT. HAWKER TWO, COCKPIT - CONTINUOUS

The pale pilot, a dead ringer for the rest of the dark
fleet's personnel, lines up a shot on the hot rod -- his
targeting display locking on.

HAWKER PILOT
You're finished.

But, suddenly the first hawker explodes, and the hot rod
disappears into the blast. And then the second hawker's
viewing panel is obscured by the same explosion, as it too
passes through, and a moment later when the flames clear --
the lone starfighter is heading straight for him.



EXT. SPACE, OFF TATOOINE - CONTINUOUS

The hawker opens fire, but the fighter craft swings wide and
pivots, nailing the hawker with its beam for a few moments
before the heavier ship can change course.

And then, the fight's over. It's just the hot rod, The
Falling Star, and some black debris.



INT. FALLING STAR, PASSAGEWAY - MINUTES LATER

Kitch and Manx stride briskly down a corridor. The captain
steals a glance down at his first mate's hand, hitched on her
belt, as she walks. Manx notices, frowns, blushes. Kitch
pretends not to see.

An airlock opens in front of them.



INT. FALLING STAR, HANGAR BAY - CONTINUOUS

The rest of the crew is watching the hot rod dock, cheering
and applauding its arrival. On close inspection the ship
really is a junker -- beautiful in its day, but that was a
long time ago.

Kenobi, at the back of the crowd, turns to face Kitch and
Manx as they approach.

KITCH
Not a word. Remember who got us
into this mess in the first place.

Kenobi nods -- fair enough -- and turns his attention to the
starfighter.

KITCH (CONT'D)
More than a little curious about
our savior though.

KENOBI
That makes two of us.

The cockpit glass is tinted, and the crew strains to make out
the pilot. The canopy begins to open and the cheering
crescendos, and then, doesn't die off exactly, but...

In the pilot's seat is teenaged girl who looks like a
farmer's daughter. And she seems pissed.

The girl pushes herself out of the cockpit and climbs down
awkwardly, revealing behind her, a teenaged boy, Anakin
Skywalker -- an only slightly less likely pilot. She must
have been sitting on his lap.

When the girl, Beru, hits the ground, she stalks right past
the confused crew and out of the hangar bay.

Anakin hits the floor a second later.

ANAKIN
Beru! Hey Beru, don't be like that.
I'm sorry!

Beru appears again, walking in the exact opposite direction,
and pauses in front of Anakin only long enough to deliver a
withering slap, before turning on her heals and leaving
again.

The crew of the Falling Star watch her go and then turn back
to regard Anakin, dumbstruck, in the middle of the hangar
bay. Everyone breaks out into sudden, raucous laughter.

Anakin rubs the back of his head and smiles sheepishly.



INT. FALLING STAR, MESSDECK - SOMETIME LATER

A jovial scene, the crew, minus Manx, drinking and laughing,
mugs in every hand except Anakin's. He's seated at the head
of the table, quite happy to be the center of attention, but
a little overwhelmed.

KITCH
Joyriding!??

ANAKIN
I've been dying to get behind the
controls of that ship ever since I
can remember.

KITCH
And your pretty friend with the
temper?

ANAKIN
I was trying to impress her. Me and
a pal have a bet to see who can
kiss her first.

KITCH
(cackling)
I think he just won.

ANAKIN
(dejected)
I think you might be right.

Kenobi, seated at the other end of the table savoring his
drink in silence, leans forward.

KENOBI
Whatever possessed you to attack
those ships?

ANAKIN
Well, I don't know. I saw the
trouble, and Beru was yelling at me
to turn around, but I could see you
needed help. And...

KENOBI
And...

ANAKIN
And I knew I could take 'em.

Alda shakes his head as he packs his pipe.

ALDA
Unbelievable. Kid's first time up.
Never been in a fight. Never
trained. Girlfriend sitting on his
bleedin' lap.

KENOBI
And never had any doubt.

ANAKIN
Well, I was worried the gun might
not work. I never tried it!

KITCH
(laughing)
That calls for a drink!

Heph slams a frothing mug down in front of Anakin. Anakin
hesitates.

KITCH (CONT'D)
That's good stuff, tadpole. From
the governor of Malorin's private
stock.

ANAKIN
How'd you get it?

KITCH
The governor used to keep quite a
collection aboard his yacht.

ALDA
(smirking)
Used to keep a yacht.

Anakin gulps, sips at his drink, coughs, then takes a good
long swig, wiping the liquid from his lips with the back of
his hand. Heph claps him on the back so hard he almost spills
his drink. More laughs.

Manx enters the messdeck. The room quiets slightly.

MANX
She'll be fine. She's taking a nap.
Gave her quite a scare, kid.

ANAKIN
I'm sorry about that.

MANX
Don't apologize to me. I'm just
sorry for you that she's not as
impressed as I am. Somebody hand me
a cup!

Cheers again, and the clanking of mugs.

HEPH
Not to darken the mood none, but I
should remind you we're still dead
in the water here. Drifting.
I can start repairs, but we're
going to need to dock planetside
for a major overhaul, and I can't
promise it won't be a rough
landing.

ANAKIN
I work at a shipyard -- the best in
Mos Eisley! I'll call my boss, and
she'll give you a tow no problem.
You got dactaries, right?

ALIEN GUNNER THREE
Course we do, we're a bloody pirate
ship!

ANAKIN
P-Pirates?

KITCH
(chuckling)
Fortune smiles on us today. Let me
shake your hand, tadpole.
(extending a hand)
Captain Renzo Kitch of the Falling
Star. Perhaps you've heard of me.

ANAKIN
(taking Kitch's hand)
Can't say I have, mister, but I
don't hear much all the way out
here. Anakin Skywalker, and I'm
pleased to meet you all the same --
this is absolutely the most
exciting thing that's ever happened
to me.

Kitch'll take it.

KENOBI
Skywalker -- that's a fitting name.

Obi Wan looks hard at Anakin, assessing. Anakin squirms a
little under his gaze, but Beru walks in tentatively and the
tension breaks. She looks at the alien gunners with suspicion
as she passes by.

BERU
Anakin?

ANAKIN
Oh hey...
(Anakin stands)
Glad you you're not still sore.
You're not gonna believe it, I'm
having a real drink with a famous
pirate!

Beru faints into the arms of the gunners.

CUT TO:



EXT. SPACE, OFF TATOOINE - SOMETIME LATER

A tow ship slowly approaches the Falling Star.



INT. TOW SHIP - CONTINUOUS

Puda, a fat female alien, and Anakin's boss, pilots the tow.

PUDA
(on comms)
Commencing tow. You'll be ankle
deep in sand in no time.

Puda hits a button - the hiss of de-coupling.



EXT. SPACE, OFF TATOOINE - CONTINUOUS

Four repulsor lift drones detach from housing in the tow's
hull.



INT. TOW SHIP - CONTINUOUS

PUDA
And tell Anakin I appreciate the
business, but if he thinks he's
getting off easy, he's got another
thing coming.



EXT. SPACE, OFF TATOOINE - CONTINUOUS

The four drones thrust over to the Falling Star and attach
themselves to the hull. They power on, and the ship rights
its tilt.

The tow positions its aft in front of the Falling Star and
engages a tractor beam. Forward thrust, and the two ships
make for Tatooine.



EXT. TATOOINE SKIES - MINUTES LATER

The two ships descend through the atmosphere, rocks and dunes
visible below, and beyond that, the port of Mos Eisley.



INT. TOW SHIP - CONTINUOUS

PUDA
(on comms)
That's Mos Eisley up ahead at one
o'clock. My shipyard's just on the
edge of town. And the rest is
desert. Welcome to Tatooine.



EXT. TATOOINE SKIES - CONTINUOUS

The ships begin their descent over Mos Eisley.

WIPE TO:



EXT. PUDA'S SHIPYARD - DAY

The sky is a sharp blue, and the twin suns set the sand and
stone ablaze. Ships and hangar stalls in various states of
repair are littered about in a seemingly random arrangement.

From a slight remove, Obi Wan watches Anakin and Beru watch
Puda slide a hangar door shut on the hot rod fighter and lock
it. The kid looks disappointed.

PUDA
(to Anakin)
If it weren't for the intervention
of Mr. Kitch, you'd be out of a
job. So quit sulking.

ANAKIN
But you should have seen me out
there. And not a scratch on her.
Why are you even letting me fix her
up if I can't fly her?

PUDA
But that's just it, sonny - I'm not
letting you fix her up.

Puda exits on that one while Anakin turns to Beru dumbstruck
- but she just walks off on him too.

Obi Wan turns his head and as he begins walking, he's joined
by Kitch.

KENOBI
Dry type of planet, eh?

CAPTAIN KITCH
Three weeks, Kenobi. And forty
thousand dactaries.

Kitch and Kenobi stroll past the Falling Star where Heph and
his droids, including a barely repaired Forbee, are
inspecting the damage.

KENOBI
At least you don't have to pay for
labor.

CAPTAIN KITCH
This planet isn't so bad for a
night or two, but I hadn't planned
on moving here.

KENOBI
Listen, I'm sorry Renzo, old
friend. Truly. I'll pay for the
repairs if that's what you want.

CAPTAIN KITCH
Ha. Unlikely.

But Kitch seems to accept the apology.

KENOBI
Do you know what you're going to do
three weeks from now?

CAPTAIN KITCH
I have some ideas. Most of them
don't involve you.
(holding up a fist)
SOME of them DO.

KENOBI
I understand how you feel. But
remember what I said about what's
coming.

Anakin approaches.

ANAKIN
Do you know where you're staying
yet?

Kitch looks at Kenobi, then at Anakin.

ANAKIN (CONT'D)
I have a cot here, but I think I'm
heading home -- keep clear of Puda
for awhile. It's a ways out, not
much of a place, just a moisture
farm, but you'd be welcome.

KITCH
Kind offer, my lad, but I've got
quarters aboard ship, and I like to
stay close to the cantina.

ANAKIN
(disappointed)
Oh.

KENOBI
I'll take you up on the offer. A
home-cooked meal sounds delightful.

ANAKIN
(wary)
Oh, ok. Great.

KENOBI
Well, Kitch, old boy. I suppose
it's goodbye for now. Remember what
I said.

KITCH
I remember, Kenobi. We'll talk.

KENOBI
Good. Good man.

KITCH
(under his breath, as he
walks away)
When we're both old and gray.

WIPE TO:



EXT. TATOOINE, DESERT - SOMETIME LATER

Anakin pilots a land speeder, much like the one his son will
someday own, but an older model. Beru sits in the passenger
seat, Obi Wan in the back.

Wind and sand blow in their faces -- only Kenobi seems to
mind, though Anakin is aided by a pair of goggles.

ANAKIN
You've got to start talking to me
sometime, Beru.

Beru raises an eyebrow.

ANAKIN (CONT'D)
They might have died if we hadn't
lent a hand.

BERU
WE might have died! To save a bunch
of...

KENOBI
Pirates.

BERU
Exactly!

KENOBI
Well, not me, but all the rest --
quite notorious actually.

BERU
That's just great.

ANAKIN
I didn't know that at the time, ok?

The speeder comes to a halt at a moisture farm -- adobe
domiciles, a sunken courtyard, strange equipment and droids
scattered about. It's similar to, but definitely not THAT,
moisture farm.

Beru gets out of the speeder, starts walking home.

ANAKIN (CONT'D)
Can I pick you up next week?

Beru stops walking but doesn't turn around.

ANAKIN (CONT'D)
No dogfights this time, I promise.
Me and some of the guys are gonna
drag race speeders -- thought you
might want to ride along.

Beru looks at Anakin, a smile coming reluctantly to her lips,
and she nods.

ANAKIN (CONT'D)
(slapping the steering
wheel)
All right!

Anakin guns it more than is really necessary and makes a
dramatic exit. Despite herself, Beru's smitten.

Back in the speeder, Kenobi leans forward.

KENOBI
You know, young Skywalker, you may
have acted rashly, but you saved
more than just a few freebooters.

ANAKIN
You mean you? Why, what's your
story?

KENOBI
In due time. Suffice it to say that
the whole galaxy may be thanking
you before long.

ANAKIN
Oh brother. I'm gonna get a
mouthful from Hamish as is, and now
I'm bringing home some crazy bum.

Kenobi just laughs.

WIPE TO:



EXT. LARS MOISTURE FARM - NIGHT

The speeder is parked outside Luke Skywalker's future home.



INT. LARS MOISTURE FARM, DINING ROOM - CONTINUOUS

A very awkward dinner. Hamish Lars, large and imposing, sits
at the head of the table, his wife Arna to his right. Across
from Arna, sitting next to each other are Anakin and Owen
Lars, a boy approximately Anakin's age.

Kenobi is seated opposite Hamish, eating with gusto. Everyone
else seems a little tense.

OWEN
So, did you do it?

ANAKIN
No.

Owen seems relieved.

HAMISH
Do what now?

ANAKIN
Nothing.

HAMISH
I've decided I don't want you
spending so much time at the
shipyard.

ANAKIN
But, I'm already grounded!

HAMISH
And lucky you didn't get a beating
too. Mos Eisley's a bad influence
on you.

ANAKIN
We could use the credits.

HAMISH
Mind's made up. Need another hand
around the farm anyway. Put your
skills to use on our equipment
instead of just starships.

Anakin's face falls. Arna looks at him sympathetically. A bit
of an awkward silence. Kenobi slurps his stew with relish,
and everyone looks his way.

KENOBI
Delicious stew, Mrs. Skywalker.

ARNA
Oh, thank you -- and it's Lars,
Arna Lars.

KENOBI
I see -- so Anakin's not yours?

HAMISH
He's ours.

KENOBI
Of course, my apologies.

HAMISH
So, Mr. Kenobi, you were onboard
this merchant ship that Anakin
rescued?

KENOBI
(spoon constantly moving
from bowl to mouth)
Merchant ship... That's right.
You've got quite the pilot on your
hands.

HAMISH
You don't look like a merchant.

KENOBI
Mm.

HAMISH
What do you do then?

KENOBI
Jedi Knight.

Anakin puts his head in his hand. Owen spits out his drink.

HAMISH
Very funny. Suppose it's none of my
business, though I would like to
know how long you plan on staying.

KENOBI
About three weeks, if it's all
right with you. I doubt I'll find
food this good anywhere in town.

Everyone looks surprised.

HAMISH
Out here we work for our meals. You
ever worked a moisture farm?

KENOBI
I've never even seen one! And I'm
afraid I'll be quite busy while I'm
here.

Hamish begins to fume.

KENOBI (CONT'D)
(hastily)
But, if the opportunity to help out
in some way presents itself, I most
certainly will. Perhaps I can be of
some use around the kitchen.

HAMISH
Now look here!

ARNA
Stay as long as you like Mr.
Kenobi. We're not as desperate as
all that.

Hamish balls up his napkin, pushes back his chair and takes
his leave.

HAMISH
I'm finished.



EXT. LARS MOISTURE FARM - NIGHT

Bright stars illuminate the desert night. A small, strange
lizard-like creature does a few pushups and skitters off
across the sand.



INT. LARS MOISTURE FARM, BOYS' ROOM - CONTINUOUS

Anakin and Owen lay in adjacent beds. Anakin stares up at the
ceiling.

OWEN
(whispering)
You think he's really a Jedi?

ANAKIN
Of course not. Jedi aren't real,
and if they were, what would a Jedi
be doing hanging around Tatooine of
all places with a bunch of pirates?

OWEN
You said they were merchants!!

ANAKIN
Don't you say a word, Owen -- I'm
in big enough trouble as it is.

OWEN
I should tell father.

Anakin sits up, delivers a threatening stare.

OWEN (CONT'D)
But I won't. I promise.

ANAKIN
Even if he let me go back to the
shipyard, Puda won't let me
anywhere near that fighter.

OWEN
Why don't you just forget it?

ANAKIN
Why don't you just forget Beru?

That shuts Owen up for a second.

ANAKIN (CONT'D)
I gotta get off this planet or I'll
just die. Maybe Captain Kitch will
take me with him.

OWEN
You swear you didn't kiss her?

ANAKIN
Geez, Owen, believe me, if I had,
you'd know about it. Good night.

Anakin lays back down.

OWEN
Good night, Anakin.

Anakin's eyes don't close.

WIPE TO:



EXT. SPACE, THE JATARI SYSTEM

The dark fleet hangs like a kettle of vultures above the
carcass of Jatari II. There is no more traffic between the
fleet and the planet.



EXT. JATARI II, SURFACE - DAY

A pale officer flanked by a few troops surveys his
surroundings as he approaches a dark transport. He walks
through something reminiscent of a frontier town, but larger
- rusted steel in place of wood, orange moss in the street
instead of dust, a deep blue river nearby.

The town is battle-scarred, smoke clouding the atmosphere,
but what really stands out is that it is absolutely empty --
a ghost town.



INT. ROHN'S DESTROYER, PASSAGEWAY - MOMENTS LATER

Otto Rohn strides forcefully through the bustling corridor,
past nearly identical crewman, bald and pale.

An officer appears at his side, via hologram projected from a
hovering disk. He's maybe the same one as before, or maybe
another. They certainly look similar -- white-skinned,
hairless, seam down the face, subhuman.

OFFICER
Jatari II has been milked dry,
Commander.

ROHN
Good.

OFFICER
Orders, sir?

ROHN
The fleet remains here until
further notice. Production is to
continue at maximum rate.

OFFICER
And then, commander?

ROHN
That is all.

The officer, dismissed, blinks off as Rohn approaches a door
guarded by armed soldiers. The guards step aside as the doors
hiss open and Rohn passes through.



INT. INVADER CAPITAL SHIP, HOLO-COMMUNICATION DECK -
CONTINUOUS

The doors shut behind Rohn as he presents himself before the
holoprojector. A gigantic holographic bust appears, but we do
not see the face -- only the blue glow on Rohn's.

ROHN
High Suzerain.

HIGH SUZERAIN PRIME (O.S.)
Commander Rohn. Please report.

ROHN
Jatari II has been exhausted.
Resources lost in the conflict:
under ten percent. Casualties:
under two percent. A highly
efficient conquest.

HIGH SUZERAIN PRIME (O.S.)
Excellent.

Rohn bows his head.

HIGH SUZERAIN PRIME (CONT'D)
What is it?

Rohn takes a knee.

ROHN
We were reconnoitered, High
Suzerain. A Jedi. We sent our
Hawkers in pursuit, but he escaped.

HIGH SUZERAIN PRIME (O.S.)
I see.

ROHN
(eyes on the floor)
I am sorry for my failure.

HIGH SUZERAIN PRIME (O.S.)
Yours is not the first such report.
Yet it matters little.

Rohn looks up, encouraged.

HIGH SUZERAIN PRIME (O.S.) (CONT'D)
What can the Jedi do with this
knowledge, what little they may
have learned? You know as well as I
their fecklessness. Scattered,
disorganized, weak.

ROHN
But, if they were to gather. If
they were to alert the Republic.

HIGH SUZERAIN PRIME (O.S.)
By the time that ponderous order of
fools assembled there would be no
one left to alert. And who would
listen to them if they did -- a
rabble of disgraced drifters?

ROHN
Of course, you are right, High
Suzerain.

HIGH SUZERAIN PRIME (O.S.)
Fear not -- our forces are ready at
last. The time has almost come. You
need only wait for Commander Faal
to finish on Yorvath.

ROHN
Faal is a buffoon.

HIGH SUZERAIN PRIME
Perhaps, but you will be glad of
his reinforcements. For, I have
chosen you, my brother, to take
Alderaan.



EXT. LARS MOISTURE FARM - EARLY MORNING

Owen is perched atop a mobile surface-mositure extractor --
looks a like a futuristic John Deere with water tanks on the
back. Anakin kneels next to it with a tool box at his side.

Slamming shut the engine cover, Anakin rises to his feet.

ANAKIN
Try it now.

Owen tries the ignition and the machine whines to life,
hovering inches off the ground. He reaches out to Owen for a
bottle of water, and Owen passes it over. As he drinks, he
watches Kenobi leave the domicile and walk out into the
desert.

OWEN
Where do you think he goes all day?
There's nothing out there.

ANAKIN
I don't know, but today's the day I
find out.

OWEN
You can't. Hamish'll kill you.

ANAKIN
He won't be back from Tosche
Station until nightfall, and
besides, the extractor's fixed
isn't it?

Anakin runs inside and emerges with a long blaster on his
shoulder and a long scarf wrapped around his face. Owen
shakes his head.

Anakin waves cheerily as he sets off.



EXT. TATOOINE, SKY - DAY

High Noon. The twin suns burn brightly.



EXT. TATOOINE, DESERT - DAY

Obi Wan Kenobi, viewed from a distance through a pair of
electronic binoculars (telephoto compression, overlays, a
double-circle mask) hikes up the gradual slope of a large red
rock toward a sheer cliff.

Anakin, laying prone on another rock, drops the binoculars
from his eyes for a moment to wipe his brow and squint, then
raises them again.

Kenobi approaches the cliff and kneels at the edge. Then he
does... absolutely nothing.

ANAKIN
What's he doing?

CUT TO:



EXT. TATOOINE, SKY - LATER

The twin suns have passed their apex. It is afternoon.



EXT. TATOOINE, DESERT

Anakin snacks on a a foil-wrapped bar and drinks from a
canteen. He looks through the binoculars again. Kenobi hasn't
budged.

ANAKIN
All right.

Anakin slings the binocs and stands up, dusting sand off his
knees, and begins the trek toward Kenobi.

Obi Wan's unmoving back is slowly revealed as Anakin crests
the rock. Anakin approaches him slowly.

KENOBI
(without turning around,
You've finally decided to join me,
eh young Skywalker?

ANAKIN
(startled)
How did you...?

Kenobi stands and turns around.

KENOBI
A Jedi knows a great many things.

ANAKIN
Will you cut it out with the Jedi
stuff? There's no such thing.

KENOBI
Might I have a sip of water?

ANAKIN
If you tell me who you are and what
you're doing out here.

Kenobi casually raises his right hand, and Anakin's canteen
flies off his belt into Kenobi's palm. Kenobi takes a modest
sip.

Anakin watches in disbelief.

KENOBI
Thank you. And now for my end of
the bargain. As I've said from the
beginning, I'm Obi Wan Kenobi, Jedi
Knight.

He tosses back the canteen. Anakin catches it robotically.

KENOBI (CONT'D)
As for what I'm doing -- would you
believe me if I told you?

ANAKIN
Try me.

KENOBI
You see a lot of ships at your
shipyard?

ANAKIN
What's that got to do with
anything?

KENOBI
From all over the galaxy, yes?

ANAKIN
This planet might be a sad little
rock to you, but I've seen ships
from a hundred systems -- and I
haven't found one yet I couldn't
fix.

KENOBI
Then you must have seen fighters
like the ones you shot down a few
days ago.

ANAKIN
Well, now that you mention it...

KENOBI
Captain Kitch and I stumbled on to
a whole fleet in the Jatari System.
Hundreds of ships. And there's
evidence to suggest it's not the
only one.

ANAKIN
An armada?

KENOBI
Yes, and we've no idea how large.

ANAKIN
What do they want?

KENOBI
I can only guess, but Jatari II is
lost, and I fear it is only the
first of many.

ANAKIN
For crying out loud Mr. Kenobi, if
that's true, what are you doing
wasting time out here? Don't you
think you should tell somebody?

KENOBI
And who would listen to a crazy bum
like me?

ANAKIN
I'm sorry about that, but...

KENOBI
But you're right, there's no time
to waste. We needed a strategy, and
now we have it. That's what I've
been discussing with the Jedi
Council.

Anakin looks around -- where are they? Obi Wan smiles and
points to his head with his index finger.

KENOBI (CONT'D)
The Force is powerful young
Skywalker, and those who learn its
ways can accomplish the impossible.
Like an untrained pilot saving the
lives of a notorious criminal and a
Jedi Knight.

Anakin has a look on his face like, "Who, me?" Kenobi let's
that sink in.

KENOBI (CONT'D)
This is a good spot -- the mind can
travel far from here.

Anakin seems to grapple with this new conception of the world
as he approaches the cliff's edge. He looks out over the
desert.

ANAKIN
No.

KENOBI
Yes, young Skywalker.

ANAKIN
No, look. Sand people. It's a
raiding party, and they're heading
toward the farm!

Obi Wan turns and steps to the edge, and there they are,
twenty raiders atop banthas, trotting along in single file.
Anakin is studying them with his binocs.

KENOBI
Sand people, eh?

ANAKIN
It's just Arna and Owen back there.
And there's no time to raise the
farmers' militia. Blast it, I don't
even have the landspeeder.

KENOBI
Leave it to me.



EXT. TATOOINE, DESERT, RAIDER COLUMN - MOMENTS LATER

The rear-most raider's bantha stops ubruptly, shakes its
head, snorts, and then collapses to its knees, almost tossing
the rider.

The Tusken dismounts and starts tugging on the reigns, trying
to get his bantha up. The next raider in the column looks
back and notices.

The two raiders begin braying at each other, and word moves
up the column. The chieftain at the fore glances over his
shoulder, raises his gaffi stick in the air, issues a
trumpeting command and spurs his bantha onward.

The column leaves the last raider behind to argue with his
mount.

As the column disappears into the horizon two blurry figures
approach from the other direction, appearing from behind a
large rock. The raider walks toward them, braying threats,
while his bantha lolls about in the sand.

The figures continue their approach, and as the Tusken's
threat display reaches its crescendo, the smaller figure
stops for a moment. Suddenly the raider is knocked backward
by blaster fire to the head. Smoke rises from his face as he
layss dead on the ground.

Anakin Skywalker slings his rifle.

ANAKIN
Come on.

KENOBI
I didn't tell you to shoot him.

ANAKIN
Who made you the boss? It's my
family they're after.

Obi Wan shakes his head as he approaches the bantha. He
mounts, gives Anakin a look, and Skywalker gets in the saddle
behind him.

Kenobi closes his eyes for a moment and puts his palm on the
bantha's neck. The bantha hoots and rises to its feet. Kenobi
grabs the reigns.

KENOBI
Hyaaaa!!



EXT. LARS MOISTURE FARM - LATER

Arna fiddles with a control box attached to a slender pole
that extends about 8 feet into the air, and presumably, at
least as far underground. Her attention is drawn by a low
rumble.

Arna pauses what's she doing and listens, and then she hears
it -- the donkey bray of the Tusken raiders.

ARNA
No.

Arna starts running, toward the domicile and around it.

ARNA (CONT'D)
Owen! Anakin!

As she rounds the building, she sees Owen standing
dumbfounded next to the idle extractor. In the distance, the
raiding party charges toward them, a cloud of sand
surrounding their advance.

ARNA (CONT'D)
Where's Anakin?

OWEN
I don't know.

ARNA
Owen, where's Anakin?

OWEN
He went off after Mr. Kenobi.

Arna grapples with the state of affairs for a moment, but
just a moment.

ARNA
Inside, now!

Arna pulls Owen around by the arm, and they run inside the
domicile.



INT. LARS MOISTURE FARM, DOMICILE - CONTINUOUS

Arna shutters windows, as Owen digs out a blaster that looks
like a shotgun and another pair of binoculars.

ARNA
Give it here.

Owen tosses her the blaster.

ARNA (CONT'D)
How many?

Owen takes a position near the one remaining open window and
raises the binoculars.

OWEN
Fifteen, maybe twenty.

Arna joins him at the window.

ARNA
Owen, whatever happens...

OWEN
Wait, there's someone else out
there.

Arna takes the binoculars. Through the lenses we see the
raider column thundering forward, but scanning past them we
find two riders atop another bantha, gaining from the rear.



EXT. LARS MOISTURE FARM, RAIDER COLUMN - CONTINUOUS

Kenobi and Skywalker push their bantha as hard as it will go
- they've almost caught up with the raiders. Obi Wan raises a
hand to his temple.

KENOBI
These sand people are simpleminded,
aren't they? But their mounts are
even simpler...

Kenobi closes his eyes. A bantha toward the front of the
column rears and collapses, tossing its rider. The Tusken
directly behind can't adjust in time and rides right into
them, trampling the fallen raider.



INT. LARS MOISTURE FARM, DOMICILE - CONTINUOUS

Arna and Owen watch as the column, closer now, collapses on
itself, banthas and raiders tripping and flying over each
other. Not all the Tuskens succumb, but over half the party
is left in the sand as the column charges on.

OWEN
Did you see that?!



EXT. LARS MOISTURE FARM, RAIDER COLUMN - CONTINUOUS

Kenobi and Anakin ride through the traffic jam in hot pursuit
of the remaining raiders, who fan out and start riding
abreast.

One of them looks behind at the carnage and spies Kenobi and
Anakin. Honking at the others, the raiders break off their
charge and swing around on our heroes, bringing long, slender
blasters to bear.

ANAKIN
Can I start shooting now?

KENOBI
Yes, please.

Anakin steadies the barrel of his blaster on Obi Wan's
shoulder and drops a Tusken.



INT. LARS MOISTURE FARM, DOMICILE - CONTINUOUS

The Larses watch a second Tusken fall to blaster fire. Owen
grabs back the binoculars and looks again.

OWEN
Mom, it's Anakin! Anakin and Mr.
Kenobi.



EXT. LARS MOISTURE FARM, RAIDER COLUMN - CONTINUOUS

The raiders have completed their maneuver and are charging
straight for Kenobi and Anakin, five blasters pointed
straight at them. A volley whizzes past their heads.

ANAKIN
Mr. Kenobi??!!

Kenobi extends an arm and makes a pulling gesture with his
upturned palm. Four raider blasters are pulled from their
owners' hands and soon whiz past Kenobi and Skywalker, but
one of the braves manages to hang on to his.

Kenobi flips his palm the other way and pushes, and the four
unarmed raiders fly off their banthas, but that one stubborn
brave, the chieftain, clings hard to the reins, almost
topples, but succeeds in righting himself.

The raider chieftain continues the charge.

KENOBI
So be it.
(to Anakin)
Take the reigns and steer clear.

ANAKIN
Wait, what?

But Kenobi has hopped to his feet -- standing tall in the
saddle with perfect balance.

Obi Wan leaps into the air and back flips, Anakin passing
under him, and lands in the sand on one knee -- his forward
momentum causing him to slide forward several feet.

Anakin glances over his shoulder, amazed, then quickly makes
a hard turn to avoid colliding with the oncoming bantha. Once
clear, he comes to a halt to watch the ensuing duel.

Kenobi rises to his feet, his half-cape snapping in the wind.
He pulls his lightsaber from his hip, ignites it, and holds
it down and to the side, squaring off against his opponent.

The raider brays a challenge and fires as he rushes on.
Kenobi deflects easily and resumes his posture of challenge,
not moving an inch.

The raider closes to within feet.

ANAKIN (CONT'D)
Obi Wan!

Kenobi leaps once more into the air, his lightsaber flashing
as he passes, not by, but through the raider chieftain. As
Kenobi lands, the raider's weapon falls to the ground behind
him. Then the raiders torso. Then the rest of him. And the
bantha slowly comes to a halt.

KENOBI
(sadly)
The fool.

Turning around, Kenobi strides past the chieftain's corpse,
toward the heap of confused raiders and mounts. At his
approach, they redouble their efforts to get out of there,
throwing their wounded on the backs of banthas and riding
off.

KENOBI (CONT'D)
Never return here! Only death
awaits you!

Anakin pumps his fists and hoots in celebration.

WIPE TO:



EXT. LARS MOISTURE FARM, DOMICILE - MOMENTS LATER

Anakin and Obi Wan approach the farm astride their new
bantha. They are greeted by an elated Arna and Owen. Anakin
dismounts and Arna throws her arms around him.

WIPE TO:



EXT. LARS MOISTURE FARM, DOMICILE - SUNSET

The bantha's hitched outside. Anakin and Obi Wan are sitting
watching the suns set. Anakin is inspecting Obi Wan's dormant
lightsaber.

ANAKIN
I real Jedi laser sword.

KENOBI
We call them lightsabers.

ANAKIN
You cut through that Tusken like he
was made of clay.

KENOBI
Mmm. The lightsaber is a powerful
weapon. But, while a Jedi must
never fear to use it when
necessary, he should not relish it.

ANAKIN
My real family died in a Tusken
attack just like that one. I was a
baby. All Sand People do is raid
and kill. They deserved what they
got.

KENOBI
I'm very sorry, Anakin. That is a
tragedy. But, I suspect the
Tusken's are native to this planet?
And to them, perhaps, the settlers
deserve to die.

ANAKIN
So, it's OK for them to burn homes
and murder families?

KENOBI
No, it is not. We did what we must,
and I do not regret it. But neither
did I glory in it.

A contemplative pause. Obi Wan puts his palm out and Anakin
returns the weapon. One of Tatooine's suns is almost eclipsed
by the horizon.

ANAKIN
Have you been to many planets?

KENOBI
Oh yes. A hundred? Two? A Jedi's
duties can take him many places.

ANAKIN
Do all Jedi travel as much as you?

KENOBI
I suppose I'm more of a wanderer
than most. Some of us settle in a
planet or system, call it home,
protect it from harm. Some patrol a
larger route. Some, like myself, go
wherever the Force guides us.
(beat)
And that's how we end up in places
like this.

ANAKIN
Most boring planet in the galaxy.

KENOBI
It's not as bad as all that. You
should try Fynder VI. No one to
talk to but rocks, moss, and few
worms no bigger than your
fingernail.

ANAKIN
I'd still like to see it.

KENOBI
I suspect you'll see many places in
your lifetime. You're an
exceptional pilot... and strong
with the Force.

ANAKIN
Me?

KENOBI
Indeed, under different
circumstances... but never mind.

Only a sliver of the second sun remains above the horizon.

ANAKIN
You said the Jedi had a plan? To
stop this armada?

Kenobi stands, looking ahead. He takes a few steps forward.

KENOBI
I don't think we can stop it. Not
by ourselves. We must bring proof
of this invasion to the Senate so
that this war isn't lost before
it's begun. A thousand years ago,
armies would have mustered at
nothing more than our word, but the
Jedi are not what they once were.
We are few and spread wide --
cautious. We work from the shadows
with few to call friend or ally. If
we are to meet this enemy however,
I believe we'll have to stand
together in the light.

Anakin stands up behind Kenobi.

ANAKIN
I want to help.

KENOBI
Good, because I want you back at
the shipyard. If I know Renzo,
he'll skip out on me as soon as his
ship's ready, and we can't let that
happen. I need a man on the inside.

ANAKIN
Of course, but...

The sound of Hamish's speeder draws their attention. The
vehicle approaches the property, piled high with equipment
and supplies.

ANAKIN (CONT'D)
(he was going to say
something else)
But, I'm still grounded.

Arna has stepped outside to greet her husband and tell him
the day's tale. Kenobi nods in her direction.

KENOBI
I'm sure Arna will see to that.

WIPE TO:



INT. MOS EISLEY CANTINA - DAY

The bustling bar with the motley patrons we all remember. A
band -- unfamiliar -- sets up on stage.

Alda Contana reclines against the bar, his arms around two
females, one of them human. They share his pipe.

In a booth, a bit of the inverse, as the three alien gunners
vie for the attention of a single alien female, grotesque and
bulbous with huge feminine eyelashes.

In another booth, Kitch and Manx sit across from a pair of
Jawas.

CAPTAIN KITCH
No way I'm paying you up front,
boys -- and the fact that you even
proposed it makes me think you're
wasting my time.

Incomprehensible squeaks and squeals from the Jawas.

CAPTAIN KITCH (CONT'D)
You get a cut of the profits IF
your information proves accurate -
that's what!

More Jawanese.

CAPTAIN KITCH (CONT'D)
What choice do you have? Your hot
tip's worthless in a week. Maybe I
stiff you and maybe I don't, but
I'm your only shot at a payday.

MANX
Come on, Cap. Let's get out of
here. Trying to bargain with Jawas
is like... well, it's like trying
to bargain with Jawas.

Manx and Kitch move to stand. They're halted by more
Jawanese.

CAPTAIN KITCH
Ok. Glad you see it my way. Now
tell me about this military supply
convoy.

Across the cantina, the band strikes up a tune. And through
the front door walks Obi Wan Kenobi.

KENOBI
(shouting across the room)
Renzo, my friend. There you are!

The Jawas at Kitch's table scramble like it's a raid. Kenobi
waltzes over and takes their seat.

KENOBI (CONT'D)
Who were your friends, Renzo? They
seemed skittish. Hi, Manx.

CAPTAIN KITCH
Kenobi.

MANX
Hey, Obi Wan.

CAPTAIN KITCH
What do you want?

KENOBI
I just got this funny feeling --
you know how I get those sometimes
- that you were going to leave
without me. But, we had an
agreement, so I certainly hope that
isn't true.

CAPTAIN KITCH
We agreed to talk, Kenobi. And,
here we are talking, just like we
would have talked a couple of days
from now, if you had been a little
more patient and trusting.

KENOBI
A conversation I'm sure we would
have had via communicator as you
left this planet's orbit.

CAPTAIN KITCH
A conversation in which I would
have told you, good luck, and may
the Force...

MANX
Be with you.

CAPTAIN KITCH
That's it. But it's time to go our
separate ways. Because we have
pirating to do, and you probably
have something a little more
suicidal on your agenda.

Heph suddenly appears at the table, pushing his way past
patrons, with Forbee, looking much better, in tow. He doesn't
immediately notice Kenobi.

HEPH
Cap'n, Kenobi's on his way. I hope
you got what we need from those
Jawas, because we have to shove off
NOW.

Kitch and Manx close their eyes and shake their heads. Forbee
beeps and whirs at Heph, who looks down and sees Kenobi.

HEPH (CONT'D)
Or else we'll never get back in
time to pick him up... you up.
And surprise you with our hold full
of riches.

KENOBI
(looking at Kitch)
A couple of days from now, eh
Renzo? If I were more patient. And
trusting?

HEPH
Yeah, in a couple of days. That's
right.

Kitch looks Heph in the eye and shakes his head. Heph slumps
in defeat and walks away.

HEPH (CONT'D)
Sorry Kenobi. Nothing personal.

Forbee beeps and whistles.

HEPH (CONT'D)
I didn't have to fix your
vocalizers, you know?

Exeuent Heph and Forbee.

KITCH
Like he said. Nothing personal.

MANX
(failing to conceal some
shame)
Yeah. Just business.

KENOBI
I completely understand. After all
the things I've put you through.
And, as you so often remind me,
you're pirates -- hardly the type
to enlist in profitless adventures
for the common good.

KITCH
Exactly.

KENOBI
And yet, I do. Time after time.
Under false pretenses. Trying to
make heroes out of thieves and
cutthroats. Paying you in honor and
virtue, righteousness and justice,
when all you want are cold,
pitiless credits.

The guilt trip is working on Manx, even though she can see it
for the ploy that it is, but Kitch nods along happily.

KITCH
Couldn't have said it better
myself.

KENOBI
Which is why, this time, I've come
to you with an opportunity.

KITCH
Here we go.

KENOBI
A ship filled with valuable cargo.

KITCH
(facetiously)
Why, that's right in our line!

MANX
How'd you hear about this ship?

KENOBI
Another Jedi. He's keeping an eye
on it for us, but we have to move
quickly.

KITCH
That's a new wrinkle. Another
Kenobi. And I suppose there's
nothing in it for you and your
comrade, right? You're simply
trying to pay us back for all the
trouble you've caused over the
years. Or have you taken a sudden
interest in piracy?

KENOBI
Of course, I have my reasons, but
it doesn't mean there's nothing in
it for you.

KITCH
And what about your war? The big
one? The greatest threat of our
lifetimes?

KENOBI
It's not going anywhere.

And, then Anakin rushes in just like Heph, catching stares
from the crowd of old crooks.

ANAKIN
(out of breath)
Oh good. You found them.

KENOBI
(playing dumb)
What are you doing here? This is no
place for a boy.

ANAKIN
I wasn't sure you got the message.
I was afraid they'd take off before
you got here.

KITCH
You got one of your feelings, eh
Kenobi?
(to Anakin)
You been sabotaging the repairs,
tadpole? How long ago could we have
left, huh?

ANAKIN
You kidding me? You're a week ahead
of schedule thanks to me.

KITCH
What's the angle there?

KENOBI
Anakin, you should wait outside.

ANAKIN
(to Kitch)
The angle is to get you ship-shape
as soon as possible. There's a
galaxy to save, or haven't you
heard?

KENOBI
And wealth, Kitch -- you'll see.

ANAKIN
Huh? You think the Senate will pay
you for bringing them evidence of
an invasion?

Kitch stands, and Manx follows reluctantly.

KITCH
I've heard enough.

ANAKIN
Where are you going?

KITCH
I've got a pair of Jawas to find.
Boys! Alda.

Alda reluctantly leaves his darlings, ordering them a drink
to ease the blow. The gunners reluctantly leave theirs,
jockeying and shoving each other to get the last word.



EXT. MOS EISLEY STREETS - MOMENTS LATER

Kitch, Manx, Alda, and the gunners march down the street. Obi
Wan and Anakin trot after them, catching up.

KENOBI
I wasn't lying to you, Renzo. It's
all true. The ship. The Jedi. The
cargo.

KITCH
The Senate. The evidence. The
invasion.

KENOBI
I said I had my reasons.

KITCH
And I have mine.

ANAKIN
Ah, forget about him, Obi Wan, you
can do better.

KITCH
(insulted)
You're welcome to try.

ANAKIN
Plenty of crooks with ships in this
town.

KITCH
None like the Star, and none with a
crew like mine.

ANAKIN
What good's a solid ship and crack
crew, if you're a coward?

Everybody stops. Kitch turns and closes on Anakin, putting a
finger in his face.

KITCH
Last person who called me a coward
has a pile of ashes where his face
used to be. And the fact that you
saved our skin out there is the
only thing keeping you from the
same fate.

Anakin doesn't even flinch. Kitch turns to Kenobi.

KITCH (CONT'D)
Tell me straight -- is there any
money in it?

KENOBI
Not a credit.

KITCH
I'll do it.

Kitch strides off, his crew close behind. Alda is shaking his
head.

MANX
(sarcastically)
You showed them, Cap.

KITCH
Shut up.

Still standing in the street. Anakin raises his eyebrows at
Kenobi. Obi Wan claps him on the back.



EXT. PUDA'S SHIPYARD - NIGHT

The crew boards the Falling Star. Kitch and Kenobi are the
last aboard -- Kitch letting Kenobi on before him with an
exaggerated bow.



INT. LARS MOISTURE FARM, BOYS' ROOM - NIGHT

Anakin lays in bed, staring up at the ceiling. He's wrestling
with a thought, then he makes a decision.

Anakin springs out of bed and begins dressing quietly.



INT. LARS MOISTURE FARM, DINING ROOM - MINUTES LATER

Anakin types the finishing touches of a letter on a datapad
and puts it down gently on the table.



EXT. LARS MOISTURE FARM - MOMENTS LATER

Anakin throws a pack in the speeder and jumps in behind it.
He starts her up.



INT. LARS MOISTURE FARM, PARENTS' ROOM - CONTINUOUS

Hamish snores, but Arna's awake. She hears the sound of the
speeder and smiles through her tears.



EXT. TATOOINE, DESERT - MOMENTS LATER

Anakin rockets across the sand in the landspeeder, he sheds a
few tears of his own.



EXT. BERU'S FARM - LATER

Anakin's parked outside, knocking at Beru's window. She
appears in night clothes and opens the window.

BERU
Anakin, what are...?

Anakin pulls her in for a deep kiss.

ANAKIN
Good night, Beru.

Anakin turns around and heads for the speeder.

BERU
Anakin?



EXT. PUDA'S SHIPYARD - LATER

Anakin pulls up, grabs his pack and runs toward the dry dock.
Turning a corner, he finds the Star... gone.

Anakin throws his pack on the ground. Puda steps out of her
office.

PUDA
That Kenobi said you might show up.
If you hurry, you might catch them
before they jump.

She nods towards the hot rod, parked in the hangar, door now
open.

ANAKIN
I might not be able to bring her
back.

PUDA
She's yours, kiddo. Belonged to
your mom. Hamish nearly busted a
thruster when I told him you
started fixing her up, but you've
always had a ship-sense -- figures
you'd recognize your own craft.

ANAKIN
Arna?!

PUDA
No, your real mom.

ANAKIN
What are you talking about? My real
parents were farmers.

PUDA
Don't know who they were kid, but
they weren't from around here, and
they sure as hell weren't farmers.

ANAKIN
But...

PUDA
Get going! I'll get that speeder
back home for you.

Anakin nods.



EXT. TATOOINE, SKIES - MINUTES LATER

Anakin's ship climbs fast, leaving the surface below.



INT. ANAKIN'S SHIP, COCKPIT - CONTINUOUS

Anakin's face shows a confusion of determination, regret,
elation, and uncertainty.



INT. FALLING STAR, MESSDECK - CONTINUOUS

The crew sit at the table or lean on counters. Obi Wan paces
before them.

KENOBI
We're headed for the Yorvath system
to rendezvous with an old comrade
of mine -- another Jedi.

ALIEN GUNNER ONE
(to Gunner Two)
Long trip. We've got some time
then.

ALIEN GUNNER THREE
Before the end, you mean?

KENOBI
He's been investigating the dark
fleet, just like I have.

ALDA
(puffing on his pipe)
Who'd he almost get killed?

Kitch gestures for him to stow it for now.

KENOBI
As far as I know, he's been working
alone.

Alda opens his mouth to make another crack, but Manx glares
him into submission.

KENOBI (CONT'D)
He says the enemy has dispatched
only a small force to Yorvath. One
capital ship, a light fighter
escort, and our prize, one of those
hulks.

MANX
(disgust in her voice)
One of the slave ships?

KITCH
I don't think so Manx, Yorvath is
uninhabited.

KENOBI
On the contrary, it's teeming with
life.

KITCH
Beasts and pests, sure -- nothing
of use to a slaver.

KENOBI
I agree. But one of the hulks is
there nonetheless, and according to
my friend, the planet is being
ravaged.

HEPH
So, what's the big ship for?

KENOBI
That's the question, isn't it?

KITCH
You want to get on board.

KENOBI
Yes. And furthermore, I want to
steal it. If only... Kitch old
friend, do you know any pirates?

Heph chuckles. Alda rolls his eyes.

KITCH
All right, you heard him. Rest up
now, because things get serious
when we hit Yorvath. Dismissed.

The crew shove off for some R and R. Kitch, Manx and Kenobi
head for the cockpit.



INT. FALLING STAR, PASSAGEWAY - CONTINUOUS

The trio approach the helm.

KITCH
You may consider a capital ship and
fighter escort to be light
protection...

KENOBI
We handled more than that the last
time we faced them. And this time,
I thought we might try a stealthier
approach.

KITCH
Now you're talking some sense. But
what do we do with the prize once
we've got it?

The hatch to the cockpit hisses open.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch and Manx slide into their seats. Manx starts flipping
switches and punching in data.

KENOBI
One step at a time, old friend. I'm
sure the path will present itself.

KITCH
Because you had mentioned something
about going to the Senate. Capital
ships I can handle, but I'm a
wanted man on Coruscant, Kenobi.

KENOBI
Yes, yes. Let's not get ahead of
ourselves.

MANX
Course set for just off Yorvath.

Kitch's hand pauses over the jump controls.

KITCH
I've got a bad feeling about this.

Despite his reservations Kitch makes the move.

KENOBI
Wait a moment, would you?

KITCH
You're getting cold feet now?

A monitor flashes.

MANX
Ship incoming.

Kitch looks at Kenobi.

KENOBI
We've got room for one more.



EXT. SPACE, OFF TATOOINE - MOMENTS LATER

Anakin's ship floats into the Star's hangar bay, and the Star
shoots off into hyperspace.

WIPE TO:



EXT. SPACE, OFF YORVATH

The lush green planet plays unwilling host to a modest
detachment from the dark fleet, just as Kenobi described: a
massive destroyer with escort, another of the mysterious
hulks, and significant transport traffic.



EXT. YORVATH - CONTINUOUS

A vast landing field has been clear-cut amidst dense jungle.
Transports ascend and descend. Herds of exotic animals are
shepherded aboard the ships by troops of the dark army,
wielding coercive apparatuses.

Atop a distant ridge, still dense with trees and ground
cover, a hooded figure in green camouflage observes the
proceedings with weathered electro-binoculars. His face is
concealed by his cowl, except for the tip of a protruding
beak.

Down in the landing field, a lone creature, of a larger
species than the rest, easily ten feet tall, breaks free of
its restraints and begins terrorizing troops, flinging bodies
this way and that.

The beast's handlers struggle to bring it under control as it
inflicts damage upon a nearby transport.

And then another commotion from a hundred yards away -- an
imposing figure with a bull-like head and crisp officer's
dress stalks toward the fracas, also flinging troops out of
his way, sometimes with his hands and sometimes without them.
The Force.

Reaching the raging animal, the bullheaded Jedi raises his
arm and clenches his fist. The creature's knee twists and
buckles. The dark Jedi raises his other hand, and the
creature's second knee breaks.

The escaped beast topples, and the stroke of a red lightsaber
ends its life.

The handlers line up at attention before their commander. He
regards them angrily, and without a second thought, he
executes them with another single swipe of his bright red
weapon.

A row of bodies hit the ground almost simultaneously, but not
before the dark Jedi has already turned his back and begun
walking away.

The figure atop the ridge lowers his binocs.

HOODED FIGURE
(spit out like a curse)
Donzin Faal.



EXT. HYPERSPACE - LATER

The Falling Star barrels through the blue and white of
hyperspace.



INT. FALLING STAR, CAPTAIN'S QUARTERS - LATER

The cabin is tiny but lavishly appointed. Kitch snores
loudly, a mask over his eyes.



INT. FALLING STAR, ENGINE ROOM - CONTINUOUS

Two of Heph's droids play holochess.



INT. FALLING STAR, MESSDECK - CONTINUOUS

Alda and the gunners are playing a drinking game with
battered chrome cards -- Alda and Gunner Three on one team
and the other two gunners on the other.

As Alda gloats over a winning hand, Manx sweeps by and steals
the exotic bottle, pulling on its iridescent contents as she
leaves.



INT. FALLING STAR, HANGAR BAY - CONTINUOUS

Heph, Anakin, and Forbee have opened up various parts of
Anakin's fighter and are working away. Forbee's in the
cockpit.

HEPH
Beautiful bird. Don't make 'em like
this anymore.
(peeling back a panel)
Clever what you've done here --
subbing the capacitor from a P3.

ANAKIN
It was the closest fit I could
find, but it still took some doing.

HEPH
I can see it. Autolaser?

ANAKIN
(with pride)
Arc torch.

HEPH
You did it manual?! That's a real
steady hand there, Skywalker.

Anakin beams.

HEPH (CONT'D)
How're the comms coming along
Forbs?

Forbee flips a switch with a manipulator arm. His ensuing
beeps and bleeps are audible over a PA in the hangar bay.

HEPH (CONT'D)
All right. We can hear you.
(under his breath)
Brat.

Forbee beeps his offense over the PA. Anakin laughs.

ANAKIN
Hey, you think we can get more
output from the canon?

Heph leaves what he's doing and walks over to take a peak.

HEPH
Big gun not big enough for you?

ANAKIN
Not even close. Seems like she's
got more in her, but I can't figure
it out.

HEPH
Let me see here.
(peaking around with a
small penlight)
Ok. Ok. Might just have a couple
ideas ideating.

Obi Wan approaches behind them.

KENOBI
How's the restoration coming?

ANAKIN
Oh hey, Obi Wan. We're just working
on the weapons systems.

KENOBI
Good. You'll be wanting those at
peak performance. But put down your
tools for a moment, grab that
bucket, and come with me -- it's
time for your first lesson.

ANAKIN
What lesson? We're kind of busy
right now.

KENOBI
Oh, I see. I suppose you can always
train to become a Jedi another
time.

Anakin drops his tools. Heph looks only slightly less
surprised.



INT. FALLING STAR, AFT VIEWING DECK - LATER

Silhouetted against the lights of hyperspace, Anakin and Obi
Wan sit facing each other, a few feet between them, legs
crossed.

Anakin has Kitch's sleeping mask over his eyes. Obi Wan has
the bucket in front of him. He pulls a small metal nut out of
the bucket and throws it at Anakin's head.

The nut hits Anakin squarely on the forehead.

ANAKIN
Ow!

KENOBI
Clear your mind. You're not
focusing.

Kenobi throws another one off to the right of Anakin's head.
Anakin ducks directly into it.

ANAKIN
Damn it.

KENOBI
Don't anticipate. Reach out with
your senses. Feel the space around
you. Feel the object move through
it.

ANAKIN
That doesn't make any sense. How
can I feel what I'm not touching?

KENOBI
The Force touches all things at all
times. If you are one with the
Force...

Kenobi throws another nut. Another collision with Anakin's
skull. Anakin tears off the mask.

ANAKIN
I can't do this.

Anakin stands and looks out at hyperspace.

KENOBI
What's troubling you?

ANAKIN
I... I just found out that my
parents aren't who I thought they
were...

KENOBI
You wouldn't be the first Jedi to
have been born to farmers, but I'm
not surprised to hear it.

ANAKIN
I have no idea who they are. Who I
am. And now...

KENOBI
And now you are being introduced to
a world you didn't even know
existed.

ANAKIN
Yeah, I mean the Force? I know it's
real -- I've seen it. But...

KENOBI
Anakin, I am only teaching you to
control and strengthen a connection
you already have. You use the Force
every time you sit behind the
controls of a ship. You just don't
know it.

ANAKIN
Maybe. I don't know.

KENOBI
I wish I could tell you who your
parents were -- perhaps with a
little digging...
But, I can help you discover who
your are. No, not discover exactly.
Become.

Anakin looks at Obi Wan.

KENOBI (CONT'D)
Come, let's try again.

Anakin takes a seat.

KENOBI (CONT'D)
When you fought those gunships, how
were able to dodge their laser
fire?

ANAKIN
I had my eyes open, that's for
sure.

KENOBI
So you saw all those blasts with
your eyes, and then told your hands
to tell your fighter to roll this
way and then that?

ANAKIN
No. No, it wasn't like that. It was
more like... instinct.

KENOBI
Yes. Instinct. Intuition. Feeling.
That is the way of the Force. Now
put your blindfold back on and try
again.

Anakin does. Kenobi throws a nut. Anakin tilts his head out
of the way.

KENOBI (CONT'D)
Good.

Kenobi throws another. Anakin dodges again.

KENOBI (CONT'D)
Yes, Anakin.

Kenobi grabs a few more nuts in his hand and throws three in
rapid succession. Anakin tilts his head side to side,
avoiding the first two, but then the third stops in mid air
and hovers right in front of him.

KENOBI (CONT'D)
(taken aback)
Goodness, that was fast.

Anakin slowly peels off the mask and watches the nut hover in
front of him with wonder. Am I doing that?

An alarm sounds, less urgent than the signal for an incoming
attack, but more pressing than an alarm clock. The nut
clatters to the floor.



INT. FALLING STAR, CAPTAIN'S QUARTERS - CONTINUOUS

Kitch snaps awake and bumps his head on a shelf. He reaches
for his mask, but to his confusion, finds it has already been
removed.

Kitch splashes water on his face from a tiny sink and walks
directly through a hatch to the ship's passageway, the hatch
irising open at his approach and closing behind him.



INT. FALLING STAR, PASSAGEWAY - CONTINUOUS

A mere five steps take Kitch to the cockpit. Never far from
the helm, this one.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch slides into the captain's seat and pops off the alarm,
then eases the ship out of lightspeed. The planet Yorvath
hangs in the distance, the size of a tea saucer.

Manx walks in and sits beside him, offering the bottle she
grabbed from Alda. Kitch waves it off. Manx raises an
eyebrow. Kitch reconsiders, grabs a tin mug off a console,
and extends it. Manx pours.

MANX
Kenobi's intelligence was good.
Scanners are showing a much smaller
force than we ran up against at
Jatari II.

KITCH
That's one potential disaster
averted.

Kenobi enters the cockpit.

KITCH (CONT'D)
Speak of the devil. Manx says your
intel checks out. So far.

Kenobi hands a baffled Kitch his sleeping mask.

KENOBI
Of course it does. I've alerted my
friend to our arrival. He should be
sending coordinates shortly.

KITCH
Does his telepathy work on ships'
computers, because how...?

A series of beeps.

MANX
Coordinates received. He's on the
surface, well clear of those ships'
visual range. With our jammers, we
should be able to get to him
undetected.

Kitch looks at Kenobi suspiciously.

KENOBI
It wasn't the Force, old boy -- he
has a transponder.

Kitch blinks.

KENOBI (CONT'D)
What? He ran recon on the area, and
located a position suitable for a
covert rendezvous. We're Jedi
Knights, Renzo -- do you think we
know nothing of combat tactics?

KITCH
Well, I've only ever met you. I'm
sure your friend will forgive me
for jumping to conclusions.

KENOBI
Oh please.



EXT. SPACE, OFF YORVATH - LATER

The Falling Star burns toward Yorvath -- the dark fleet
barely visible around the curve of the planet.



EXT. YORVATH, UPPER ATMOSPHERE - MOMENTS LATER

A thick layer of clouds obscures the planets surface as the
Falling Star continues its descent.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch and Manx are flying via their instruments as the heavy
clouds deposit water onto the viewing panel, the ship rocking
and bucking with turbulence. Kenobi and Anakin steady
themselves on the backs of the pilots' seats.

MANX
Almost through it.

And then the turbulence stops and the clouds dissipate,
revealing dense, verdant jungle.

ANAKIN
Whoa.

KENOBI
Nothing like Tatooine, is it?

ANAKIN
It's so... wet.



EXT. YORVATH, SKIES - CONTINUOUS

The Falling star cruises above the two-tiered canopy of a
rainforest -- incredibly tall, slender, Seussian trees above
and squat, alien oaks, with kelpy leaves and mammoth trunks
below.

Brightly colored, paper-flat, ray-like creatures, with
flowing wings and tails, undulate through the air like
sentient kites.

In the distance, a cloud of transport traffic darkens a
portion of the sky.



INT. FALLING STAR, COCKPIT - CONTINUOUS

MANX
Approaching his position.

KITCH
Should be fun trying to land in
this tangle.

A clearing in the trees appears in front of them.

KENOBI
(smug)
That should suffice for a landing
zone.



EXT. YORVATH - MOMENTS LATER

The Falling Star touches down in the clearing, and the
camouflaged Jedi emerges from the treeline.

The Falling Star's ramp descends, and Kenobi leads Kitch,
Manx and a fascinated Anakin off the ship and toward the
stranger. As they approach, the Jedi removes his hood,
revealing a feathery crest atop his head and a long beak.

KENOBI
Jardin, my brother.

JARDIN
Obi Wan Kenobi, as I live and
breathe.

The Jedi embrace. Pulling away, Kenobi gestures toward Kitch.

KENOBI
Captain Renzo Kitch of the Falling
Star, Jardin Canaris, Jedi Knight.

JARDIN
(extending his hand)
Captain Kitch, your reputation
precedes you.

Kitch and the Jedi shake hands.

MANX
Really?

JARDIN
Absolutely, Miss...?

MANX
Orulian. Manx Orulian, first mate.

JARDIN
The exploits of the dire pirate,
Captain Kitch and his crew are well
known to those who take an interest
in such things.

KITCH
I hope you won't hold it against
me.

JARDIN
I'm tempted, believe me, but Obi
Wan insists that you are his true
and trusted friend.

KITCH
He does?

Kenobi makes a small shrug -- aren't you?

JARDIN
And that earns you my respect and
gratitude.

Kenobi nods approvingly.

JARDIN (CONT'D)
And deepest sympathies.

KENOBI
Hey.

KITCH
He DOES make things difficult.

JARDIN
Difficult? That's the most polite
word I could possibly imagine to
describe the man!

KITCH
I thought it was a Jedi thing.

JARDIN
Heavens no.
(then, looking at Anakin)
Who is the boy?

KENOBI
Anakin Skywalker, a gifted young
pilot from Tatooine. He has begun
the training.

JARDIN
An apprentice?! Now?!

KENOBI
I know, but I feel it's the right
thing.

JARDIN
Your every impulse the will of the
Force. But, it's no use arguing
with you.
(to Anakin)
Pleased to meet you, young
Skywalker.

ANAKIN
Sir.

JARDIN
Jardin will do.
(beat)
Perhaps you've chosen well, Obi
Wan.

KENOBI
Do you doubt me, Canaris?

JARDIN
Constantly.

KENOBI
(laughs)
Is it near?

JARDIN
(pointing)
Yes, about one kilometer that way -
one of many satellite landing
fields, much smaller than the main
site. Ready your away team, and
we'll move out.

KENOBI
Alright. Kitch, you'll come with
me, and we'll take Alda and two of
the gunners.

KITCH
Agreed. Manx, Heph, and Anakin will
stay with the ship.

ANAKIN
Not a chance. First new planet I've
ever seen, and you want me to watch
from orbit?! Forget it.

KENOBI
This one's too dangerous, lad.

ANAKIN
I can use a blaster.

JARDIN
Listen to your master. Obi Wan
rarely counsels caution -- when he
does, he should be heeded.

ANAKIN
Master? Who said anything about a
master?

JARDIN
(to Kenobi)
I thought you said you were
training him.

KENOBI
We've only just begun.

Canaris raises a feathered eyebrow.

KENOBI (CONT'D)
It's been rather informal.

ANAKIN
Great. I'll get ready.

Anakin marches toward the Falling Star.

JARDIN
(to Kenobi)
Hotheaded. He reminds me of you
before your beard grew in.

KENOBI
I knew there was a reason I liked
him.

JARDIN
Listen, Kenobi, another thing...

The two of them walk a few steps away from Manx and Kitch.

JARDIN (CONT'D)
(hushed)
Parts of your report may have been
treated with suspicion, but you
were right. The commander of this
fleet is a disciple of the Dark
Side.



INT. FALLING STAR, MAIN BATTERY - LATER

Gunners One and Two pull blasters out of a weapon locker.
Alda affixes a second gun belt, one blaster pistol on each
hip. He grabs a third and tosses it to Anakin, who nods
proudly.



EXT. YORVATH - LATER

Jardin Canaris leads Kenobi, Kitch, Alda, Anakin and the
gunners through the jungle. Kitch wears a giant blaster
pistol in a shoulder holster.

Kenobi mops moisture from his forehead.

KENOBI
It is wet.

Anakin smiles. He's watching a butterfly-like insect crawl on
the back of his hand.

Ahead of the away team and off to one side of their path, in
a small clearing, a large object is mostly concealed by a
camouflage tarp.

Gunner One points it out to Gunner Two.

KITCH
What's that up ahead?

JARDIN
It's my ship.

KITCH
You're OWN ship?

JARDIN
I didn't walk here.

KITCH
You hear that, Kenobi? When he
needs to go somewhere, he just
takes his own ship.

KENOBI
Where's the fun in that?

JARDIN
It isn't too much farther now. Try
to keep it down.

The sound of a ship's thrusters is heard nearby and then a
transport of the dark fleet appears above the canopy, headed
for space.

Jardin darts ahead toward where the ship took off and
positions himself behind a tree toward the edge of another
clearing, this one unnatural. Trees have been felled and
cleared, the forest floor scorched. Jardin waves the rest of
the party on, gesturing for them to find cover.

In the clearing rests one last dark transport. Two armed
guards secure the ship.

Alda begins to move toward a flanking position, but Jardin
stills him with a gesture.

A loud rustling from some trees nearby causes the guards to
look that way. Out of the forest, come five more of the
identical pale soldiers, struggling to herd three captive
animals in electrified collars.

The animals look like a hybrid of rabbits and chimps --
largish, sentient but sub-human, and damn cute.

ANAKIN
What the hell?

Kenobi and Jardin glare at him in unison.

The soldiers herd their captives onto the transport.

GUARD ONE
That's a full load. Make ready for
departure.

The transport's thrusters warm up.

Kenobi and Jardin nod at each other, and Jardin begins
circling the clearing, like Alda had done, but much more
quietly. Kenobi turns to the rest of the away team.

KENOBI
Leave this to us.

Anakin receives an extra pointed look.

When Jardin reaches his position, Kenobi makes a strange
tossing gesture in the opposite direction.

An extremely loud honking, like that of a gigantic goose,
cuts through the forest, echoing over the noise of the
transports thrusters.

The four pale soldiers who are still outside the transport
pause to look in that direction. A fifth peeks his head out
the cargo door.

And then a bright orange flash streaks across the clearing
from Jardin's position, and the five soldiers are instantly
replaced with five corpses (one of them shy a head), all
felled in one deadly-fast stroke.

And just as suddenly, Jardin is visible, standing just past
them, orange lightsaber in hand.

A sixth crewman appears in the door, sees the carnage and
yells toward the cockpit. Jardin swings his arm, and the pale
soldier is pulled from the ship directly through the orange
lightsaber, falling in a heap a few feet past Canaris.

The transport begins to lift off, but Kenobi is in the
clearing now, eyes on the cockpit, fingers to temple. The
transport's ascent falters, then it descends haltingly, and
the thrusters cut out.

The ship's canopy opens slowly -- Kenobi standing directly in
front of it, unmoving -- revealing two pilots, each drawing a
blaster pistol. Alda and Kitch take aim.

But, before they can fire, the pilots simultaneously fire on
each other and slump over, dead.

Kenobi shakes his head and shoulders, and makes a brrr sound
with his lips.

KENOBI (CONT'D)
Nasty, that.

Alda and Kitch exchange a look -- wow -- and stow their
weapons.

ANAKIN
You heard I'm training to be a
Jedi, right?



INT. FALLING STAR, COCKPIT - MINUTES LATER

Manx sits in Captain Kitch's seat. The comms crackle to life.

KITCH (V.O.)
Alright, Manx -- here goes nothing.

MANX
Roger that, Captain.



EXT. YORVATH - CONTINUOUS

The Falling Star lifts off.



EXT. YORVATH, SECONDARY LANDING SITE - CONTINUOUS

The captured transport rises off the jungle floor.



INT. CAPTURED TRANSPORT, COCKPIT - CONTINUOUS

Kitch is at the helm, Canaris seated next to him, Obi Wan
hunched between them.

KITCH
Those guys we killed. Know where
they came from? Don't think I've
ever seen their kind before.

KENOBI
No, I don't.

Jardin shakes his head.

KITCH
I don't like it. This plan better
work, Kenobi.

KENOBI
Tell him not to worry, Jardin.

JARDIN
Don't worry, Captain Kitch, I'm
fairly certain that I, at least,
will make it through in one piece.

KENOBI
You see, if he were concerned, he
wouldn't joke.

Kenobi opens the hatch to the cargo bay and steps through.



INT. CAPTURED TRANSPORT, CARGO BAY - CONTINUOUS

JARDIN (O.S.)
Who says I'm jo-

The hatch hisses shut behind Kenobi. The cargo bay is filled
with force field cages housing the rabbit/chimps, dozens of
them. The most recently captured creatures -- let's call them
eeps -- are loose, investigating their surroundings,
communicating with their caged friends, etc.

One of the eeps is sitting on Alda's lap. It's much too large
to be comfortable, but it doesn't seem to mind. Alda, on the
other hand looks less than comfortable. Anakin's petting it.

KENOBI
Alda, you've made a friend.

ALDA
He's made me, more like. Get him
off me, would ya?

Anakin scratches the eep under its chin. It purrs and coos.

ANAKIN
He's awful cute.

ALDA
Cut it out, would ya?

Kenobi paces in front of the cages, a pensive look on his
face.

KENOBI
What could they possibly want with
you, my friends?



EXT. SPACE, OFF YORVATH - MINUTES LATER

The captured transport falls into formation with other
transports heading toward the dark hulk.



INT. CAPTURED TRANSPORT, COCKPIT - CONTINUOUS

A transmission on the comms.

FLIGHT CONTROL (V.O.)
Ship one four seven seven. You are
cleared for landing. Acknowledge.

KITCH
(in crisp English)
Roger.

Jardin gives him a look.

KITCH (CONT'D)
I know a few words. Don't tell
Kenobi.

KENOBI (O.S.)
Don't tell me what?



EXT. SPACE, OFF YORVATH - CONTINUOUS

The dark hulk looms in the foreground as the captured
transport approaches.



INT. CAPTURED TRANSPORT, COCKPIT - CONTINUOUS

The hatch opens, and Kenobi steps in behind Jardin and Kitch,
who both look a bit awed, a hard edged shadow rising through
the cockpit and over their faces.

KENOBI
There's no use pretending you
didn't say...
(stopped short by the view
through the port)
Goodness, that is a big ship.

Over their shoulders and through the viewport, the dark hulk
grows ever larger. A hangar door yawns open, ready to swallow
the captured transport and the other ships in its formation.

Kitch hits the comms.

KITCH
Manx, we're going in. Are you in
position?



INT. FALLING STAR, COCKPIT - CONTINUOUS

Through the viewport the hulk and the rest of the ships are
visible at what seems like a safe distance.

MANX
Aye, Cap, we see you. You be
careful in there, Renzo, you hear
me?

KITCH (V.O.)
It's too late for careful, I think,
but I'll try my damndest not to
die.



INT. DARK HULK - CONTINUOUS

The captured transport cruises into a giant hangar bay.



INT. CAPTURED TRANSPORT, COCKPIT - CONTINUOUS

Kitch pilots the transport toward a landing zone demarcated
with flashing lights.

KITCH
I've boarded a lot of ships Kenobi,
but never one this big, and never
with a crew this small.

KENOBI
Never with two Jedi.

JARDIN
There's a lot of ground to cover,
to be sure, but it's our theory
that the ship is lightly manned,
relatively speaking.

KENOBI
It's not a war ship, we know that.

KITCH
It's true, I didn't make any guns
on her. And who would be crazy
enough to board when she's
surrounded by a fleet?

Kitch sets the transport down. The hatch to the cargo bay
opens.

KENOBI
Who indeed?

Kitch smirks as he pops out of his seat. Kenobi, Kitch, and
Jardin cross into the cargo bay.



INT. CAPTURED TRANSPORT, CARGO BAY - CONTINUOUS

Alda, Anakin, and the gunners are on their feet -- Alda's eep
squats by his side, Alda's hand on his head.

KENOBI
Alright boys, we were just telling
your captain that the ship is
poorly defended for her size, but
she's a giant, so be ready for a
fight.

JARDIN
And possibly more than one as we
make our way to the bridge.

ALDA
I ain't worried. We've seen what
you two can do.

KITCH
And now we show 'em what we can do.

ALDA
Damn right.

The gunners sling their blaster rifles over their shoulders.

GUNNER ONE
Aye aye, Captain.

GUNNER TWO
Aye aye.

JARDIN
Let's begin then.

KENOBI
Ready Anakin?

Anakin nods resolutely.

KENOBI (CONT'D)
May the force be with us.

Kitch punches the button to open the cargo bay door, and it
opens slowly, revealing a bustling hangar bay before them.

Dozens, maybe hundreds, of the pale troopers are escorting
floating cells-- mostly eeps, but some other creatures large
and small as well, including a couple of the monstrosities
that caused a stir at landing field -- toward a corridor at
the rear of the bay.



INT. DARK HULK, HANGAR BAY - CONTINUOUS

Kenobi and his team step out onto the hangar floor
cautiously, weapons in hand. Kitch looks toward the corridor
where the captives are being taken, then turns in the other
direction and spots a hatch nearer to them.

Kitch taps Kenobi on the shoulder and points to the hatch.

KITCH
(whispering)
That way to the bridge.

Kenobi and Jardin nod.

KITCH (CONT'D)
If we're lucky, we get there
without much fuss and vent the ship
before we make the jump to
lightspeed.

JARDIN
Agreed.

Kenobi nods.

The team makes for the hatch to the bridge, their heads
swiveling in all directions as they try to evade detection.

Ducking behind ships and architecture, with most of the
traffic going the other way, they're able to make it almost
to the hatch, though they'll have to expose themselves to get
there.

Kenobi holds up his fingers. One, two, three. The team makes
their move.

Across, the hangar bay, a trooper is struck in the back by a
floating cage. As he turns to yell at whoever bumped into
him, he spots the team in the distance.

PALE TROOPER
Intruders!

Nearby troopers reach for their comms.

Kenobi and company sprint for the hatch, but just as they
arrive, a security door slams tight over it, and alarms
sound. Lights flash.

The team turns their backs to the hatch in resignation.

KENOBI
It was a good plan.

KITCH
I thought so.

A laser blast scores the security door between Kenobi's and
Kitch's heads. They exchange a look.

JARDIN
Attack!

The team breaks off and a major fight ensues. The crew of the
Falling Star darts from cover to cover firing on the pale
troopers with their blasters. They're crack shots, especially
Kitch with his big hand cannon and Alda with his twin
blasters.

Alda is agile, leaping and dodging this way and that, nailing
targets mid-air.

Kitch relies more on cover and a steady hand. His big blaster
disintegrates his targets, or sometimes just portions of
them, leaving only ash. And, he proves good with his fists,
dealing with a few disarmed troopers in close quarters.

Anakin, too, acquits himself admirably -- he makes a short
range blaster do long range work.

The two Jedi do most of the damage, of course. Flinging ships
and cargo this way and that, knocking back groups of
troopers, cutting them down with lightsabers.

Kenobi and Kitch bail each other out as a trooper almost gets
the drop on each of them.

The eeps and some of the larger creatures even join in the
fight. The eeps are surprisingly vicious, and frighteningly
strong.

Alda's buddy gets him out of a scrape near the captured
transport -- pinning a trooper, biting at him with previously
hidden predator's teeth, sending a severed arm flying, and
popping up with his cute face covered in blood.

Gunner One takes a blast to the chest, signalling the arrival
of enemy reinforcements. One whole squad of them are
incinerated by a thermal detonator thrown by the surviving
gunner in a fit of vengeance.

The rest are no match for the two Jedi. Jardin's style
recalls that of a musketeer, one handed, elegant,
swashbuckling. Kenobi fights more like a samurai, two-handed
primarily, economical movements, death and stillness.

The two Jedi display a remarkable combat coordination despite
their differing technique. It's as if they can anticipate
each others movements in addition to those of their
opponents.

And eventually, the troopers are defeated. Kitch, Alda and
Gunner Two kneel over the corpse of their crewmember, while
Kenobi and Anakin study the corpses of the pale troopers, and
Jardin works at a console on the wall.

A few sparks fly, the alarms stop ringing, and the security
door opens.

Kenobi ends his inspection and puts a hand on Kitch's
shoulder.

KENOBI
(gently)
Jardin has the door open.

KITCH
Right. Don't worry boys, he'll get
a funeral. We're taking this ship,
aren't we?

ALDA
Aye, Captain.

They make toward Canaris and the door, but Obi Wan stays
where he is.

JARDIN
Are you coming, Kenobi?

KENOBI
These men we're fighting. These...

JARDIN
Things.

KENOBI
Yes. You sense it too?

JARDIN
They're somehow less than... whole.

KENOBI
Yes. Incomplete. Empty. Unnatural.
You continue on to the bridge, I'm
going that way.

Kenobi points in the direction the pale troopers were taking
their captives.

KENOBI (CONT'D)
I want to know what's happening
here.

KITCH
We're venting the ship when we hit
the bridge, remember?

KENOBI
Not anymore. I believe that was the
bulk of the resistance.

Alda's eep trots up to him.

KENOBI (CONT'D)
And we don't want to hurt our new
friends. We'll just have to capture
or kill any opposition on our own.

KITCH
I know which I prefer.
(tossing Kenobi a
communicator)
Here.

Kenobi catches it.

KITCH (CONT'D)
Keep in touch.

Kenobi, in turn tosses the communicator to Anakin.

KENOBI
Come on.

Kitch and crew step through the door. Jardin nods at Kenobi,
who nods back, before departing. The door closes behind him.
Kenobi and Anakin head the other way.



INT. FALLING STAR, COCKPIT - MOMENTS LATER

Blips on a scanner. Manx checks it out, then squints out the
viewing panel.

Troop transports are traveling from the dark capital ship to
the hulk.

MANX
Here we go.

She engages the throttle.



INT. DARK HULK, PASSAGEWAY - CONTINUOUS

Kitch, Jardin and the others make their way toward the
bridge. A transmission comes through.

MANX (V.O.)
Captain, you got transports coming
your way from the capital ship. I'm
going to try and keep them off you,
but be ready in case any get
through.

KITCH
We're en route to the bridge. Hold
'em as long as you can.

A unit of pale troopers rounds the corner on Kitch's party
and opens fire.

KITCH (CONT'D)
(returning fire)
Talk to you later.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Laser fire is heard on the comms, and then the transmission
cuts out. The enemy fleet is growing rapidly in the viewing
panel.

Manx punches a comm button.

MANX
Swivel guns.

GUNNER THREE (O.S.)
Linked.

MANX
Fire when ready.



INT. FALLING STAR, SWIVEL GUN TURRET ONE - CONTINUOUS

GUNNER THREE
Always ready.

Gunner Three opens fire, and a twin stream of laser fire
connects his gun to an enemy troop transport. Two more
streams converge on the transport from the other guns, and
the enemy ship explodes in a ball of flame.

Gunner Three pivots the gun toward a new target.



EXT. SPACE, OFF YORVATH

The three swivel guns of the Falling Star turn in unison and
another transport explodes. An aim adjustment, and then
another explosion.



INT. FALLING STAR, COCKPIT - CONTINUOUS

The explosions are visible through the viewing panel.

MANX
Keep it up.

More blips on the scanner.

MANX (CONT'D)
Wonderful.



EXT. SPACE, OFF YORVATH - CONTINUOUS

A fighter squadron bears down on the Falling Star.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx punches the comm again.

MANX
Swivel guns, we've got company.



INT. FALLING STAR, SWIVEL GUN TURRET ONE

GUNNER THREE (V.O.)
Roger that.

Pivoting toward the capital ship, the fighters pop into view.
Gunner Three acquires his new targets and fires.



INT. FALLING STAR, COCKPIT - CONTINUOUS

The view through the panel rolls and twists as Manx evades
the fighter squadron, laser blasts terminating all around.

MANX
Heph.



INT. FALLING STAR, MAIN BATTERY - CONTINUOUS

Heph sits at the controls for the main gun, Forbee at his
side.

HEPH
Aye, Ma'am.

MANX (V.O.)
I'm taking evasive action, but I'm
gonna try and keep those transports
in front our cannons as much as I
can.

HEPH
I'll take 'em when you give 'em too
me.

Forbee beeps and whistles.

HEPH (CONT'D)
You are not the better shot. You
can't even use the controls!



EXT. SPACE, OFF YORVATH - CONTINUOUS

A squadron of dark fighters hounds the Falling Star as Manx
tries to ride the line between evasion and targeting. The
swivel guns pop a few pursuers, but there are plenty more.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx's face is intense, focused.

MANX
Heph, I know I'm not giving you
much to work with, but you have to
take out those transports.

HEPH (V.O.)
You're not giving me much to work
with, Ma'am.

MANX
I just said that, damn it. I'm
doing the best I can. Flying
without a copilot here.



INT. FALLING STAR, MAIN BATTERY - CONTINUOUS

HEPH
Alright, alright.

Heph squints into the periscope. The view sways and twists
wildly. He tries to center the crosshairs on something,
anything.

Forbee beeps at him.

HEPH (CONT'D)
Quiet, you.
(pause)
Alright now...

Heph fires.



EXT. SPACE, OFF YORVATH - CONTINUOUS

An impressive barrage shoots forth from the Star's big guns,
but the result is lackluster. Two transports explode, but the
rest of the blasts are wide.



INT. FALLING STAR, COCKPIT - CONTINUOUS

The explosions are heard, but not seen, through the ship's
view panel.

HEPH (V.O.)
Tarnation and tesseracts!

Forbee's whistles of admonition can be heard over the comms.

HEPH (V.O.) (CONT'D)
I said shut u-

Manx shuts off the comms.



INT. DARK HULK, PRODUCTION FACILITY - CONTINUOUS

Obi Wan and Anakin lurk cautiously through sterile
passageways. Mobile force field pens filled with eeps and
other Yorvath wildlife surround them.

Large, forklift-like droids collect the hovering pens and
carry them further along. Obi Wan and Anakin follow. Strange
noises intermingle with the cries of the animals -- hissing,
bubbling, pumping.

The pens are being carried in the direction of gigantic vats
with tangles of tubes emerging from them. The vats, clear on
the sides, look to be filled with a glowing pink liquid.

Obi Wan and Anakin watch as one of the pens has its contents
emptied into a vat. We don't see the result, we only hear it,
and see the horror on their faces, as the animals are
dissolved in the glowing solution.

KENOBI
Horrible.

Obi Wan moves to cover Anakin's eyes, but Anakin slaps his
hand away. Tears well up in his eyes, but his anger keeps him
from looking away.

Kenobi uses the force to pull several large pieces of
machinery and empty pens to block the path of the slaughter.
The cargo droids begin piling on top of each other as they
attempt to deposit their loads.

Pens spill over, and animals break free.

Alarms sound, like at a factory when the assembly line goes
down, and maintenance droids emerge to fix the issue. Kenobi
cuts a few down with his lightsaber -- it's not a fight, just
the quickest way to disable them.

Anakin follows suit, shooting maintenance droids with his
blaster. You can tell he'd rather be shooting something else.

Obi Wan and Anakin follow the largest tangle of tubes down
another corridor, occasionally disabling approaching
maintenance droids without breaking stride.

The corridor ends in a vast chamber, filled with rows and
stacks of roughly human-sized pods that extend to the
ceiling. The tubes he's been following also terminate here,
feeding into the pod stacks.

Medical and science droids oversee whatever is happening in
this facility.

ANAKIN
What is this place?

Obi Wan approaches one of the pods. A skeletal medical droid
notes his presence, and turns to a nearby comrade.

MEDICAL DROID ONE
There is an unauthorized humanoid
in the hatching chamber.

MEDICAL DROID TWO
We are not programmed for security.
Please continue with your
assignment.

MEDICAL DROID
Affirmative, but the long term
viability of our assignment is in
jeopardy. If...

MEDICAL DROID TWO
Your communications are
distracting. Please cease.

MEDICAL DROID ONE
Affirmative, but...

MEDICAL DROID TWO
Cease!

Obi Wan, with Anakin just over his shoulder, puts a hand on
the surface of one of the vertical pods.
At first, it appears that it is made of some sort of frosted
glass, a shadowy figure visible underneath.

But, as Obi Wan runs his hand across it, it's clear that it's
not a quality of the glass, but condensation. Obi Wan wipes
some away and reveals a torso with a tube of glowing pink
fluid attached at the naval.

He reaches up and quickly wipes away more condensation. And
there it is.

A face. Exactly like that of the identical pale troopers.

KENOBI
Oh no.



INT. DARK HULK, BRIDGE - MOMENTS LATER

The body of a pale trooper hits the floor near the boots of
Captain Kitch, a light sprinkling of ash falling on top of
it.

The room is strewn with bodies -- Kitch and his team have
taken the bridge. Kitch and Alda holster their weapons,
Jardin powers down his lightsaber.

KITCH
You know, I really thought this was
gonna be a lot harder.

JARDIN
You lost a man.

KITCH
I figured we were all done for, so
I'd say we're pretty lucky.

JARDIN
Pirate through and through.

KITCH
Speaking of which, it's time to get
this ship out of here.

Kitch moves to the controls. Alda and his eep follow. As they
fiddle around, Kitch raises his communicator.

KITCH (CONT'D)
Kenobi, haven't heard from you in a
while. The ship is ours, I
repeat...

The door to the bridge hisses open, and Kenobi and Anakin
step through. Anakin is visibly shaken.

KENOBI
Well done, gentlemen.

KITCH
Hey, they're alive.

JARDIN
(noting Anakin's face)
What did you find?

KENOBI
Are we ready to make the jump to
lightspeed?

KITCH
Working on it right now, I just
need to replot. They already have a
course programmed into the ship's
computer, so... uh oh.

KENOBI
What is it?

KITCH
This ship was headed for Alderaan.

JARDIN
Alderaan?!

KENOBI
So, that's where it begins.

ALDA
These guys are bold, I'll give 'em
that.

KITCH
Ok. Got it. Course set. Just need
to bring her around for a clean
getaway.

Kitch raises his communicator again.

KITCH (CONT'D)
Manx, we're ready to blow this
snarp stand!



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx is sweating. The star field in front of her rolls
wildly.

KITCH (O.S.)
Manx? It's all aboard.

MANX
Aye aye, Cap. Except, I'm kind of
in the middle of something.



EXT. SPACE, OFF YORVATH - CONTINUOUS

The Falling Star climbs, falls, spins and twists amidst a
swarm of fighters and a line of transports, doing everything
she can to stay alive while Heph and the gunners shoot down
what they can.

Meanwhile, the dark capital ship has initiated maneuvers.
It's bringing its guns to bear on the hulk.



INT. DARK HULK, BRIDGE - CONTINUOUS

KITCH
I don't wanna hear it. You get your
butt docked immediately. You
understand me, First Mate?

MANX
Aye, Cap, doing our best, believe
me, but Heph's no gunner, and...

ANAKIN
(looking out the viewing
panel)
Oh boy.

KITCH
What?

Anakin points a finger at the dark destroyer as it moves to
engage.

ANAKIN
It looks like they're cutting their
losses.

Kitch's back stiffens.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx looks desperate.

MANX
You've got to make the jump, Cap.
I'll follow as soon as I can shake
these guys.



INT. DARK HULK, BRIDGE - CONTINUOUS

Alda's locked eyes with Kitch.

ALDA
You heard her. Let's make our exit.

KITCH
We're not leaving the Star.

ALDA
She'll be right behind. This ain't
no battle ship, remember? We've got
no guns, and we can't outrun that
destroyer.

KITCH
We go to lightspeed with Manx in
the hangar. That's the plan, and
we're sticking to it.

JARDIN
I respect your loyalty, Captain
Kitch, but we can't just sit here
and wait.

KITCH
Who said anything about waiting?
Alda, hard to port!

Alda glares at Kitch, but ultimately chooses to follow
orders.

JARDIN
What are you doing, Kitch?

KITCH
Spark up that laser sword, or shut
your beak, bird boy. I'm buying her
some time.

JARDIN
(looking at Kenobi)
Bird boy??!



EXT. SPACE, OFF YORVATH - CONTINUOUS

The hulk is on a collision course with the capital ship. The
dark destroyer lets loose a barrage of laser fire.



INT. DARK HULK, BRIDGE - CONTINUOUS

Kitch stands at the controls with Alda, the capital ship
coming straight toward them, slow but sure, rocking the hulk
with laser blasts.

MANX (O.S.)
Cap, what are you doing?!

KITCH
Losing my damn mind.

MANX (V.O.)
They're coming right for you!

KITCH
We're coming right for them. I'm
betting they'll blink first.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx looks angry.

MANX
(to herself)
Blasted maniac. Thinks he's saving
me -- now I've gotta save them.
(on comms)
All guns, I need you to clear me a
patch of space to bow.



INT. FALLING STAR, SWIVEL GUN TURRET ONE - CONTINUOUS

Gunner Three pivots and fires, pivots and fires.

GUNNER THREE
Amazing as I am, there's only so
much I can do.

MANX (O.S.)
I'll only need a second.



EXT. SPACE, OFF YORVATH - CONTINUOUS

The Falling Star quits it with the evasive action and bee
lines for the dark capital ship -- as a result, she starts
taking heavier fire.



INT. FALLING STAR, COCKPIT - CONTINUOUS

The cockpit jolts from incoming fire. The capital ship, some
distance away on its crash course with the hulk, is centered
in the viewing panel. Much closer, enemy fighters
continuously zip past the viewing panel, occasionally
succumbing to the Star's swivel guns.

Manx is hurriedly flipping switches and turning dials.

HEPH (O.S.)
What are we doing Manx? We're
getting pummeled.

MANX
Just brace yourself.

Manx flips one last switch.

MANX (CONT'D)
(to herself)
Got it.

She takes a breath, steadies her hands, watches for a break
in the fighter traffic.

MANX (CONT'D)
Come on.



INT. FALLING STAR, SWIVEL GUN TURRET ONE - CONTINUOUS

Gunner Three's face is alight with the glow of laser fire.



EXT. SPACE, OFF YORVATH - CONTINUOUS

The Star is surrounded, but it doesn't deviate from its
course.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx grits her teeth.

MANX
Come on.

A fighter explodes directly in front of the panel, and just
for a moment, the path is clear.

Manx punches it.



EXT. SPACE, OFF YORVATH - CONTINUOUS

The Star makes the jump to lightspeed, disappearing from
amidst the fighter swarm, and reappearing a moment later just
clear, and that much closer to the enemy capital ship.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx is a bit shell-shocked -- that took expert timing -- but
she shakes it off.

MANX
Coming for you, Renzo.



INT. DARK HULK, BRIDGE - CONTINUOUS

Kitch and Alda are still at the helm.

KITCH
How are we holding up?

ALDA
We're taking a lot of damage, but
so far so good. This baby's
massive. Hull like a tortola hide.

Kenobi slowly approaches the viewing panel, the oncoming
capital ship looming ever larger.

KENOBI
There it is again. Do you feel it,
Canaris?

Jardin approaches, closes his eyes.

JARDIN
(hatefully)
Yes ,I do.

A buzz from the helm console.

ALDA
Captain, we're being hailed.

KITCH
Well, patch them through.

An image feed fills the left third of the towering viewing
panel -- it's Donzin Faal.

DONZIN FAAL
Greetings to the soon-departed. Who
are the fools I have the
displeasure of addressing?

KITCH
The dire pirate, Captain Renzo
Kitch, Terror of the Larnican--

Kenobi and Canaris appear at the helm, recognition narrowing
Canaris's eyes.

KENOBI
Jedi Knights, Obi Wan Kenobi and
Jardin Canaris. And who are you,
apostate?

Kitch is a little annoyed at the interruption.

DONZIN FAAL
Oh ho. Jedi? I am Donzin Faal, and
I want my ship back.

KENOBI
Then you should have taken better
care of it.

DONZIN FAAL
You live up to your reputation. Mad
Kenobi, ever the fool, consort of
petty criminals and hedge knights,
like my old friend Jardin.

Jardin can only glare, anger making him rigid.

KITCH
Who are you calling petty?

KENOBI
Criminals and hedge knights who
just stole your most important ship
right out from under your nose.

DONZIN FAAL
Indeed. And that is why I must
offer you surrender, before I'm
forced to destroy you.

KITCH
Good luck with that. Don't think
you have the fire power.

DONZIN FAAL
Alas, we will soon see.



EXT. SPACE, OFF YORVATH - CONTINUOUS

There is movement near the bow of the capital ship, a
shifting of plates and flaps, the emergence of a large
apparatus from the interior.



INT. DARK HULK, BRIDGE - CONTINUOUS

Through the viewing panel, this apparatus is plainly
recognizable as a huge cannon -- pointed right at them.

ALDA
Uh, Captain?

KITCH
Brace for impact.

A visible flow of energy surrounds the cannon, as it charges
up for a volley. Kenobi and Jardin exchange a look. Alda's
eep clutches his leg.

ALDA
Captain!?

KITCH
You heard me.



EXT. SPACE, OFF YORVATH - CONTINUOUS

The cannon's blast seems a split second away, when BOOM, it
explodes under heavy fire from The Falling Star, which has
just swooped in and unleashed a vicious broadside.



INT. FALLING STAR, MAIN BATTERY - CONTINUOUS

Heph pumps his fist as Forbee does a little celebratory spin.

HEPH
Got 'er, Ma'am! I got her!



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx slaps the console in front of her.

MANX
Atta boy, Heph!
(in the comms)
Direct hit, Cap.



INT. DARK HULK, BRIDGE - CONTINUOUS

The explosion is greeted with cheers. Donzin Faal in the
image feed, stumbles with the impact.

KITCH
Manx, you're an angel.

JARDIN
Now, turn aside Faal, or it is you
who will be destroyed!

DONZIN FAAL
Never.

KITCH
Then open wide, because this giant
hunk of metal's going straight down
your throat.

KENOBI
We'll see you on Alderaan.

DONZIN FAAL
What?! How did you...?

KENOBI
Short one army.

Kitch cuts the transmission.

KITCH
Ok, now where's Manx?

A crackle on the comms.

MANX (O.S.)
Almost there, Cap.

Through the viewing panel, the capital ship, almost upon them
now, begins to change course.

ANAKIN
He's flinching.

KITCH
Of course he is.

But, even as it effects its ponderous turn, a swarm of
fighters emerge from the ship's hull.

KITCH (CONT'D)
(in the comms)
Manx, we've got more fighters. I
want you docked now.



INT. FALLING STAR, COCKPIT - CONTINUOUS

MANX
Aye aye, Captain.

Manx jerks the controls.



EXT. SPACE, OFF HORVATH - CONTINUOUS

The Falling Star weaves through oncoming fighters, its swivel
guns popping off continuously. As it speeds toward the hulk's
hangar we get a close up view of the two giant vessels and
how close they were to collision.



INT. DARK HULK, BRIDGE - CONTINUOUS

Canaris steps forward.

JARDIN
Kitch, begin the countdown.

KENOBI
Are you sure we shouldn't wait
until she's aboard?

KITCH
She'll be here. Ten!



EXT. SPACE, OFF HORVATH - CONTINUOUS

The Falling Star races toward the hulk -- almost there.



INT. DARK HULK, BRIDGE - CONTINUOUS

Kitch looks nervous.

ALDA
Five seconds.



EXT. SPACE, OFF YORVATH - CONTINUOUS

A thick formation of fighters stands in between the Star and
its destination.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx raises her eyebrows.

MANX
Oh boy.



EXT. SPACE, OFF YORVATH - CONTINUOUS

The Falling Star barrel rolls past enemy fighters.



INT. DARK HULK, BRIDGE - CONTINUOUS

ALDA
Two, one...

Anakin looks at Kitch with concern. Kenobi's expression is
steely.



EXT. SPACE, OFF YORVATH - CONTINUOUS

The Star dives under one last ship, does a full loop to right
it's course, and shoots into the hangar bay.



INT. DARK HULK, HANGAR BAY - CONTINUOUS

The Star touches down roughly, screeching and skidding
hundreds of yards across the hangar floor.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx is jostled about as she slides to a stop.

MANX
(in the comms)
Clear!



INT. DARK HULK, BRIDGE - CONTINUOUS

Kitch closes his eyes in relief, then he smirks.

KITCH
Hey Canaris, I just remembered we
left your ship behind.

JARDIN
I'll come back for it later!!

Kitch starts cackling.

JARDIN (CONT'D)
(to Kenobi)
He's crazier than y--

Kitch punches it.



EXT. SPACE, OFF YORVATH - CONTINUOUS

The dark hulk elongates and disappears in a flash, leaving
the fleet in its dust.

WIPE TO:



INT. DARK HULK, PRODUCTION FACILITY

The entire crew is assembled, surrounded by birthing pods and
medical droids, standing in audience before Kenobi.

HEPH
Clones?!

KENOBI
That's right, an army of clones,
constructed from, or fed by, the
liquefied bodies of living things.

MANX
That's monstrous.

ANAKIN
You didn't see it.

Alda looks down at his eep.

JARDIN
(piecing it together)
When you conquer a planet, you have
to control it -- resources
committed, loyalty of the conquered
uncertain. But this...

KENOBI
Who knows how many fleets there are
out there, but they're harvesting
worlds beyond the outer rim. They
could be building an army vast
enough to topple the Galactic
Republic, and I believe that's
exactly what they intend to do.

KITCH
And they're starting with Alderaan.

ANAKIN
Seems crazy. Isn't that the
capital?

JARDIN
You found him on Tatooine? Do they
have schools there?

KENOBI
Alderaan was once the most powerful
planet in the galaxy, yes -- it's
kings and queens drawing many
planets under its rule, but that
was a long, long time ago. It was
Alderaan, in coalition with the
Jedi, that founded the Republic,
handing control of government to
the people. Coruscant is the
capital now, as it has been for
centuries, and the seat of the
Senate.

ANAKIN
I knew that. I'm not an idiot. I
just thought Alderaan was.. also
the capital.

ALDA
There's just one capital, kid.

ANAKIN
Ok, ok. Either way, isn't that a
bad place to start? Alderaan has to
be well defended.

JARDIN
It's the perfect place to start.
Alderaan ceded much of its power to
the Senate, its defense left to the
armies of the Republic.
It is a great planet, yes, but
great in philosophy and art, no
longer in war.

KENOBI
And, as young Anakin can attest, a
powerful symbol still.

KITCH
So, the bad guys are going to
conquer the Republic with an army
of clones. Clones of who? Who are
these guys? What do they have to do
with evil Jedi? And why do they
know you?

KENOBI
I must say, I didn't realize I had
a reputation.

JARDIN
(to Kenobi)
You do.
(to everyone else)
Obi Wan doesn't know him, but I do.
The commander of that ship is my
old brother in arms, Donzin Faal --
suspected of killing his master
years ago, before disappearing. He
had a reputation too -- for
cowardice and short temper -- and
it is well-deserved. Faal should
never have been a Jedi.

MANX
Sounds just right for eradicating a
planet of helpless creatures.

KITCH
OK, and then what? How does he end
up in charge of a fleet of clones.

KENOBI
I don't know. I only know that
there are more, and they're coming.

CUT TO:



EXT. SPACE

Otto Rohn's vast fleet is joined by Donzin Faal's much
smaller one as it drops out of lightspeed.

A shuttle emerges from Faal's battle-scarred capital ship and
heads for Rohn's.



INT. ROHN'S SHIP, COMMANDER'S ANTEROOM - MINUTES LATER

Rohn sits at a desk awaiting his subordinate. The door hisses
open, and Faal aggressively pushes his way past a few guards,
storming in.

DONZIN FAAL
I make no apologies, Commander. A
terrible loss, yes, but an entirely
unpredictable ambush. Give me
another factory ship and delay the
attack one week, and I promise...

ROHN
You come to me alone?

DONZIN FAAL
Commander?

ROHN
You haven't forgotten to bring
anything?

DONZIN FAAL
You mock me?

Rohn stands.

ROHN
I assign you to a planet with no
resistance, and you lose an entire
army!

DONZIN FAAL
The Jedi...

ROHN
I was merely reconnoitered by a
Jedi, and I fell to my knees before
the High Suzerain. But you, you
disgusting heap, make excuses when
you should be begging for your
life.

Faal snorts and flings back his cape, revealing the
lightsaber at his hip.

DONZIN FAAL
Do not anger me!

Rohn extends an arm, palm splayed, fingers slowly clenching.

Faal falls to his knees in agony, clutching his head, roaring
in pain.

ROHN
Do not anger you? Why not? Why
shouldn't I?

Blood begins to drip from Faal's bull nose.

DONZIN FAAL
Please.

ROHN
Please what?

DONZIN FAAL
Please, spare me. Please. I'm... a
fool.

Faal screams. Rohn releases his grip.

ROHN
Good. Remember this lesson.

Faal, wipes blood from his face, catches his breath. Rises
from all fours.

DONZIN FAAL
Thank you... Commander.

ROHN
There will indeed be a delay while
I try to right your mistakes, but I
will not entrust you with another
cloner. Pray that our fate has not
been sealed by your incompetence.
As penance, you will lead the
vanguard of the ground invasion.

DONZIN FAAL
The vanguard, but...

ROHN
But, you do not deserve such
lenience? You are right. Even so,
if you survive the battle, I will
consider not executing you. You may
leave.

DONZIN FAAL
Yes, Commander.

Faal turns abruptly, head bowed, and hurries out.

WIPE TO:



EXT. SPACE, OFF CORUSCANT

The Falling Star hangs in space next to, and dwarfed by, the
captured factory ship.

Behind the two ships, a great many thousands of miles away,
the capital planet of Coruscant bustles with traffic, and
glows with a million tiny lights.

An object, shrouded in silver foil, is ejected from the
Star's hangar, spinning slowly as it drifts away.



INT. FALLING STAR, HANGAR BAY - CONTINUOUS

The entire crew, Gunner Three excepted, is assembled,
somberly watching the object drift away. Manx holds Kitch's
arm. Gunner Two cries on Alda's shoulder.

The object is a body. This is a funeral.

Kitch raises a communicator to his lips.

KITCH
Ready.



INT. FALLING STAR, SWIVEL GUN TURRET THREE - CONTINUOUS

Gunner Three, grave for once, has his gun trained on the
corpse.

GUNNER THREE
Aye aye, Captain.
(quietly)
Goodbye, brother.

He fires.



INT. FALLING STAR, HANGAR BAY - CONTINUOUS

The body of the fallen gunner explodes in a burst of sparks.

KITCH
He was one of us, but now we commit
his body to the stars.
(Looks at Kenobi)
May the Force be with him.

And all present repeat the words - "May the force be with
him."

The mourners disperse slowly. Manx and Kitch walk side by
side.

KITCH (CONT'D)
That stunt you pulled with the
hyperdrive... the calculations, the
reaction time ... it's the boldest
move I've ever heard of.

MANX
Thanks, Cap.

KITCH
But, if you ever chance something
like that again...

MANX
Me? I saved your life!

KITCH
You could have...

MANX
Yeah?

KITCH
...destroyed my ship.

MANX
That's just great, Cap, and what
about you?! At least my plan wasn't
one hundred percent suicidal!

KITCH
I was buying you time.

MANX
You risked the whole mission!

KITCH
I don't leave crew behind!

MANX
No, the only thing you were about
to leave behind was your smug
corpse.

Manx storms off in one direction, Kitch in the other. Then he
realizes they're both headed to the same place, and he
sheepishly changes direction.

Obi Wan, walking with Anakin, notices and smiles.

ANAKIN
Obi Wan... Donzin Faal and the
others you keep hinting about...
what's the Dark Side of the Force?

KENOBI
Kitch and Manx care for each other,
do they not?

ANAKIN
(rolling with it)
Sure seems like it, the way they
were fighting.

KENOBI
They are angry at each other,
because they feared they would lose
one another.

ANAKIN
Yeah, sure.

KENOBI
Their fear and anger then are
connected to their love, entwined.
So it is with the Dark Side and the
Light.

ANAKIN
But isn't that just natural?

KENOBI
Yes, yes, of course, nothing is
more natural -- and that's what
makes it so dangerous. We all fear,
we all rage, but if a Jedi forgets
the love that moves us to those
emotions, lets those dark feelings
consume them, then they will fall.
And a fallen Jedi is a powerful
enemy indeed.

ANAKIN
Kitch and Manx are all right,
though.

KENOBI
Oh yes. The most virtuous villains
I've ever met.

Obi Wan puts a reassuring hand on Anakin's shoulder, and they
exit the hangar.

Only Canaris remains behind, staring off through the force
field into the darkness of space.



EXT. SPACE, OFF CORUSCANT - MINUTES LATER

The flashing, bustling nucleus of Coruscant pulses with
activity, surrounded by orbitals of ships and satellites, gun
platforms and extraplanetary docks.

Radials of heavy traffic stream in and outbound. The Falling
Star joins an inbound lane.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch is at the helm, Manx at his side, Kenobi and Canaris
behind them.

JARDIN
And we think the cloning ship is
safe back there?

KITCH
Who's gonna take it? I'm more
worried about whether I'll be safe
up here.

KENOBI
Oh, stop being so dramatic.

KITCH
You know they've issued a Class
Five Galactic Level warrant for my
capture, don't you?

KENOBI
Class 5 is it? I hadn't realized.

MANX
He's very proud.

KITCH
Stupid is what I am, touching down
on Coruscant.

KENOBI
Relax Renzo. I know people.

KITCH
(mumbling)
He knows people.



EXT. CORUSCANT SKIES - MOMENTS LATER

The Falling Star descends through the atmosphere, beneath it
a shining metropolis unparalleled throughout the galaxy.



INT. FALLING STAR, AFT VIEWING DECK - CONTINUOUS

Anakin, Heph, Forbee, and Alda gaze in wonder at the view
through the panel.

Heph looks at Anakin's slack jaw and laughs heartily.

HEPH
I could fit an issel egg in that
gob of yours.

ANAKIN
It's grander than I ever imagined.

ALDA
Heh. Listen to this kid.

Forbee beeps.

ALDA (CONT'D)
That's what I'm saying.

HEPH
Aw, leave him alone Forbee.

Suddenly, a blocky vessel, large, with lights flashing and
guns protruding prominently, ascends into formation directly
behind the Star, filling the viewing panel.

A stern voice, amplified through loudspeakers: "Captain Renzo
Kitch, you are under arrest."



EXT. CORUSCANT SKIES - CONTINUOUS

The Falling Star is surrounded on six sides by armored law
ships.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch, head turned, is glaring at Kenobi, who raises his
hands in a gesture of reassurance. Kitch petulantly flips
open a channel.

KITCH
You don't have to shout. Captain
Kitch, here. I...

Kitch frowns at Kenobi.

KITCH (CONT'D)
I surrender.



EXT. CORUSCANT, LANDING PLATFORM - DAY

On a platform located amidst shiny skyscrapers, the Falling
Star has come to rest, surrounded by those beefy security
ships.

Thirty or so armed guards stand at the ready as The Star's
boarding ramp descends.

Kitch is the first to exit, hands in the air, followed by
Kenobi, Anakin and the rest. A security officer steps
forward.

SECURITY OFFICER
Captain Renzo Kitch, by order of
the Galactic Republic, I hereby
place you and your crew under
arrest for one hundred and eighty
seven counts of piracy -- and other
crimes too varied and numerous to
mention.

KITCH
Kenobi?

SECURITY OFFICER
And, I have to ask, what insanity
led you to believe that you could
just land on the capital
unapprehended?

KITCH
That's a very good question.
KENOBI?

Obi Wan puts and arm around Anakin and approaches the
officer.

KENOBI
I'd like to shake your hand,
officer. It's been a terrible time
being trapped aboard that wretched
ship.

KITCH
You son of a...

Kenobi kicks Kitch in the shin.

KENOBI
Take that, you brute.

Alda's eyes go wide, and he reaches for his blaster.

KENOBI (CONT'D)
(to Alda)
Don't try it.

Alda drops his hand.

KENOBI (CONT'D)
I've had enough of your torments.
My business partner and my boy were
abducted over a month ago when
these devils captured our
transport. Idiots didn't understand
that all our money is tied up in
assets.

JARDIN
(catching on)
Yes, none of it liquid you see.

KENOBI
And, they took us hostage, and
abused us mightily, talking
incessantly about riches and
plunder.

SECURITY OFFICER
Hostages, eh?

ANAKIN
Are we finally free, father?

KENOBI
Yes, my boy. It's over.

SECURITY OFFICER
What kind of operation do you run?
You don't dress like business
types.

JARDIN
You don't need to know our
business.

SECURITY OFFICER
What am I saying? That's none of
our concern.

KENOBI
Release us immediately so that we
can refresh ourselves after our
ordeal.

SECURITY OFFICER
Make way men, these gentlemen have
been through a terrible ordeal.

SECURITY GUARD
But sir, shouldn't we at least
debrief them?

SECURITY OFFICER
There'll be time enough for that
after they've had a square meal and
a good night's sleep.

Kenobi, Jardin, and Anakin shuffle off hurriedly.

KENOBI
Thank you, officer. We'll be in
touch tomorrow.

SECURITY OFFICER
Good luck to you, sirs.

KITCH
I'll kill you for this, Kenobi.

The security officer puts the butt of his blaster into
Kitch's stomach.

SECURITY OFFICER
They'll hear no more threats from
you, scum!

Doubled over, Kitch looks at Manx, who can only shake her
head in disbelief.



EXT. CORUSCANT, STREETS - CONTINUOUS

The two Jedi and the young apprentice walk with a purpose.

ANAKIN
We're not really gonna leave them
are we?

KENOBI
No, my boy. I wasn't lying when I
said I knew people. This is merely
the quickest way.

JARDIN
So, where are we going now?

KENOBI
To the Senate.

JARDIN
You have allies in the Senate?

KENOBI
In the Quintumvirate, actually.

JARDIN
You're telling me that you have the
ear of one of the five most
powerful people in the galaxy.

KENOBI
Don't sound so surprised.
(spying a row of air
taxis)
Here we are.

Kenobi hails a taxi. An alien driver pops the door open for
them.

TAXI DRIVER
Where to?

KENOBI
To the Senate Chambers.
(to Jardin)
You have money, right?



INT. SENATE LOBBY - LATER

Obi Wan, Jardin, and Anakin stride confidently up to the
reception desk, staffed by a mantis-like alien.

RECEPTIONIST
How may I help you?

KENOBI
I require an audience with
Quintumvir Mothma.

The receptionist scrutinizes him dubiously.

RECEPTIONIST
Do you have an appointment?

KENOBI
Tell her it's Obi Wan Kenobi.



EXT. PRISON COMPLEX - DAY

A massive and robustly defended prison floats above the
outskirts of the city.



INT. PRISON CELL - CONTINUOUS

Kitch and company share adjoining cells. Force fields and
guard droids abound.

Kitch sits on a cot, staring woefully at a tray of prison
food. Manx is one cell over, doing the same.

KITCH
Look at this garbage. If we ever
get out of here, I'm trading in
piracy for murder.

MANX
I still can't believe he'd do us
like this, Cap.

KITCH
You know, I actually thought he was
my friend?

Scraping an gulping noises cause Kitch to look up. Several
cells over Heph is eating lustily.

HEPH
Hey, at least the food's good!

Kitch throws his tray to the floor.

At that moment, a line of human guards, armed and armored,
enters the cell block. The force field barriers blink off as
a pair of guards, blasters out, stop in front of Kitch's
cell. Ditto, down the line.

PRISON GUARD
On your feet.

KITCH
Where are we going?

PRISON GUARD
You'll find out soon enough.

Kitch looks over at Manx, nods at her, and steps out of the
cell.



EXT. PRISON COMPLEX - MINUTES LATER

An armored transport takes off from a fortified landing pad
and heads toward the capital city.



INT. ARMORED TRANSPORT - MOMENTS LATER

Kitch and Manx are seated next to each other, hands cuffed,
guards in the aisle.

MANX
Moving fast for a trial, right?

KITCH
Maybe. Big fish like us, could be
they want to show off their catch.

MANX
You'd like that.

KITCH
Hey, I didn't issue that Class 5
warrant on myself. The people have
spoken.

MANX
It's not an award, Cap.

KITCH
Says you.

Manx is looking out the viewport by her seat.

MANX
Uh oh.

Kitch leans forward to see what she's looking at. It looks
like the transport is heading toward a very large structure --
gleaming, but ancient, steel and even more ancient stone.

KITCH
That's the Senate.

MANX
I didn't know they held trials
there.

KITCH
As far as I know, they don't.



INT. SENATE, CORRIDOR - LATER

The crew of the Falling Star is being marched down a very
long corridor. Fashioned mostly of stone, it's wide with high
ceilings, Romanesque columns and statues. Illumination
emanates from floating orbs. Holographic calenders and
announcements pepper the floor.

The crew approaches a set of gargantuan stone double doors,
and is brought to a stop at their base. The guards uncuff
them, much to their confusion.

As Kitch looks at Manx with wry puzzlement, the doors grind
slowly open - revealing the grand Senate floor.



INT. SENATE FLOOR - CONTINUOUS

Kitch and company shuffle cautiously into the chamber. It's
gigantic. Rows and rows of stone benches with hundreds, if
not thousands, of hovering seats spaced inches above them,
extend in a steep semicircular rake around the floor. They
are all empty.

In the center of the floor, seated at a broad dais, are five
robed figures -- the Quintumvirate.

Standing just to one side of the dais are Kenobi, Canaris,
and Skywalker in clean clothes. Kenobi is smiling. Anakin
waves.

KENOBI
Hope your stay wasn't too
unpleasant, old boy. So sorry about
that.

The quintumvir just right of the center, a human with dark
hair slicked back and a gaunt face with high cheekbones
flashes annoyance at Kenobi's impertinence. This is
Quintumvir Tarkin.

TARKIN
Step forward, Pirate Kitch.

Kitch hesitates, but Obi Wan waves his hand encouragingly.
Kitch approaches the dais.

TARKIN (CONT'D)
You replotted a hyperspace jump on
board the cloning ship.

KITCH
You know about the ship?

The man at the center of the dais, an affable looking fellow
with thick eyebrows and sideburns -- Quintumvir Arnot --
leans forward.

ARNOT
It is in our possession.

TARKIN
Answer the question.

KITCH
Yes, I did.

TARKIN
And the original destination?

KITCH
Was Alderaan.

The man at the far left of the dais shifts uncomfortably.
He's middle-aged, handsome, and has a royal bearing --
Quintumvir Bail Organa.

At the far right of the dais, a wrinkled old man speaks
without moving - Quintumvir Palpatine.

PALPATINE
This proves nothing.

ORGANA
On the contrary. It would seem to
demonstrate that this fleet was
heading for my home planet.

PALPATINE
So says a criminal in collusion
with a so-called Jedi.

The final quintumvir, a beautifully androgynous young woman,
with a placid mien, seated just to the left of center, speaks
up -- Mon Mothma.

MOTHMA
So called because that is exactly
what he is. As I said, Obi Wan
Kenobi is a personal friend of mine
and an ally to my planet.

PALPATINE
(with a cough that turns
into a laugh)
Have Chandrila's fortunes fallen so
far that it takes vagrant wizards
for allies and... personal friends?

MOTHMA
The Jedi are much more than that.
They were very great once.

Tarkin spits out a laugh. Palpatine sneers.

KENOBI
We were great once, it is true. You
might think it legend, but it is
history.

TARKIN
Please, enlighten us.

KENOBI
And we are not so diminished now as
you believe.

TARKIN
Are you threatening this august
body?

KENOBI
Not at all, but if I were to
threaten you, you should not take
it lightly.

Palpatine cackles heartily.

ARNOT
That's quite enough of that. The
business at hand is a possible
attack on Alderaan.

ORGANA
Yes, the trustworthiness of this
... Jedi aside, I see enough
evidence to suggest a possible
invasion.

TARKIN
Do you?

ORGANA
The cloning ship is real, is it
not? Have you ever seen anything
like it?

PALPATINE
Admittedly, the technology is
fascinating. I look forward to
further study.

ORGANA
And I see no reason they would have
falsified their testimony about its
destination. I am formally
requesting three legions and a
fleet until such time as the threat
has passed.

TARKIN
Three legions?!

ARNOT
A reasonable request for the
defense of a core world.

TARKIN
And where would these legions come
from, eh? Which war would you
suggest we jeopardize?

MOTHMA
It would hardly harm us to slow our
expansion in the Uth system. We are
a Republic after all, not an
Empire.

PALPATINE
And now she shows her hand. This is
your true motivation, is it not
Mothma? Just a maneuver in your
quest for pacifism?

ORGANA
The Uth system is a quagmire. I
agree with her.

TARKIN
You would deny the people of Uth
the rule of Republic law? I thought
you were a patriot, Organa.

PALPATINE
I propose two cohorts of Republic
infantry and a flotilla.

ORGANA
What?! Two cohorts for the defense
of Alderaan? Are you mad,
Palpatine? I am a quintumvir of the
Republic, not some far flung
governor.

PALPATINE
A quintumvir indeed -- and with
three legions at your disposal, who
knows what you might become.

ORGANA
Outrageous!

TARKIN
Even this Kenobi says the invasion
fleet is small. And we have their
cloning ship.

MOTHMA
Obi Wan believes the threat is
larger.

TARKIN
Utter nonsense. A galaxy-wide
attack from an invading army that
no one has seen? Who could mount
such an attack? What is their
purpose?

KENOBI
With enough cloning ships, such a
war could easily be waged. And
evidence of this army has been seen
-- all over the outer rim by my
fellow Jedi.

TARKIN
Pish posh.

KENOBI
Their purpose is to destroy the
Republic and dominate its people.

PALPATINE
You've spoken with them, have you?

KENOBI
With one of them yes, and I could
feel his intentions plainly enough.
I don't know who they are, but I
know they are in league with the
Dark Side.

TARKIN
Now I've heard enough. Two cohorts
and a flotilla. What say you?

ORGANA
Not nearly enough. I don't know if
I believe everything this man is
saying, but if there's even a
chance that he's right... There's
too much at stake. My people. My
family. Alderaan must be protected.

MOTHMA
I trust Kenobi with every fiber of
my being. I believe in him, and I
believe in the power of the Force.
We must send more troops.

ARNOT
I feel the proposed commitment is
sufficient. I understand your
concern, Bail, but I think you're
overreacting. If the menace proves
greater, then we will send more
aid.

TARKIN
The Uth wars are too important, and
the threat too uncertain.

PALPATINE
This whole pageant is ridiculous.
Be happy you're getting anything at
all.

ARNOT
The vote is concluded. Sorry, Bail.

ORGANA
I won't forget this, Palpatine.

MOTHMA
I expected more, even from you.

The Quintumvirate rises from their seats.

KITCH
Hey, what about me?

Palpatine offers a dismissive gesture as he struggles to his
feet.

PALPATINE
Have it your way, Mothma. Pardon
him for all I care.

TARKIN
Really!?

PALPATINE
Come Tarkin, we can't have her
thinking we've never done anything
for her.

CUT TO:



INT. SENATE, CORRIDOR - MINUTES LATER

Mothma, Kenobi, Canaris, Anakin, and Kitch stride briskly
down the mammoth hallway, as the rest of the crew follows a
short distance behind.

MOTHMA
Captain Kitch, an aide is on his
way to show you to your ship.

KITCH
I don't know what to say. Thank
you.

MOTHMA
Thank our friend, Obi Wan -- he's
the one who insisted that your
contributions merited a reward.

KENOBI
Yes, and your contributions still
to come, eh?

Kitch nods reluctantly.

KITCH
I still can't believe you two know
each other. Must be some story.

KENOBI
Oh, it is, but I'm afraid now is
not the time to tell it.

The crew of the Falling Star stay put as Kenobi and the rest
continue on.

MOTHMA
Obi Wan, I am so sorry.

KENOBI
You did all you could, my dear.

MOTHMA
The disrespect was galling.

JARDIN
We are accustomed to worse Madame
Quintumvir.

KENOBI
And it won't be us who need
apologies, nor will it be you who
must make them if Alderaan falls.

At that moment, Bail Organa catches up to them -- he has been
sprinting down the corridor.

ORGANA
Sirs Kenobi and Canaris, do you
think there is any hope for
Alderaan?

JARDIN
Its best hope died in your Senate
chambers, but all is not lost.

ORGANA
I know the evidence points to an
invasion, but I just can't believe
it's as bad as you say.

JARDIN
You don't want to believe,
Quintumvir, and it is hard to fault
you for that, but we are telling
the truth.

KENOBI
There will be no mercy for your
people. This army does not conquer,
it consumes. Your whole planet will
be turned to feed.

Organa looks into the eyes of Kenobi, Canaris, and then
Kenobi again.

ORGANA
Sirs, I implore you to return with
me to Alderaan. You have seen the
enemy, and we will need your help.

KENOBI
And you shall have it.

MOTHMA
And mine. Chandrila will lend what
aid she may.

ORGANA
Thank you. Though I fear it won't
be enough.

KENOBI
As do we. That is why the Jedi have
decided to intervene. We are coming
to Alderaan.

ORGANA
How many?

KENOBI
All of us. More or less.

MOTHMA
Obi Wan, is it true?

ORGANA
How many of you are there?

JARDIN
A few hundred.

ORGANA
I fine gesture, but...

KENOBI
Oh, it's much more than that. The
most powerful warriors in the
galaxy are gathering to Alderaan's
defense, and we are willing to lay
down our lives.

ORGANA
But, there are so few of you.

JARDIN
Our worth cannot be counted in
numbers.

ORGANA
When do they arrive?

KENOBI
Some may have arrived already. All
the rest who can are on their way,
from all parts of the galaxy.

ORGANA
What?!

KENOBI
Today's meeting is not the only one
we've attended. The Senate may see
fit to await the outcome of this
battle. The Jedi Council does not
agree.

MOTHMA
All the Jedi together, in one
place. Nothing like this has
happened...

KENOBI
In a thousand years.

WIPE TO:



EXT. CORUSCANT, MILITARY AIRFIELD - EARLY MORNING

Two cohorts of Republic infantry, clad in armor not unlike
that of storm troopers but without helmets, pile into troop
transports.

A flotilla of fighters, reminiscent of X and A wings,
gunships, frigates, and a single destroyer also make ready
for departure. It's not a small force, impressive to behold
actually, but for a planet, it seems miniscule.

The Falling Star and Bail Organa's personal shuttle, large
and white, are almost ready for lift off as well. Heph and
Alda board their ship as Kitch and Manx shake hands with
Organa, Kenobi and Mothma.

KITCH
See you on Alderaan.

KENOBI
See you soon, my friend.

Kitch and Manx turn toward the Star.

MANX
How does it feel now that you're
not wanted anymore?

KITCH
I wouldn't say I'm not wanted.

Manx raises an eyebrow.

KITCH (CONT'D)
Look here, I'm a brilliant and
daring frigate captain with the
finest ship and the best damn crew
around. And if we're not pirates
anymore, then I guess we'll just
have to be war heroes.

Manx can't suppress a broad smile.

MANX
Aye aye, Cap.

As they approach Organa's shuttle, Anakin tugs on Kenobi's
sleeve.

ANAKIN
(whispering)
So, he's a king and a quintumvir?

KENOBI
King of Alderaan, Quintumvir of the
Republic, yes.

ANAKIN
(unsure)
Got it.

KENOBI
The former title is traditional,
honorary. As I said before,
Alderaan used to be the monarchic
seat of the galaxy, but now it
sends a senator to represent its
interests just like any other
planet of the Republic. Of course,
with the relatively recent rise of
the Quintumvirate, Organa is no
mere senator.

ANAKIN
Sure, sure. Of course.
(pause)
What's a quintumvir?



INT. ORGANA'S SHUTTLE, DINING ROOM - MOMENTS LATER

The party enters a richly appointed dining room, with droid
butlers standing against the walls awaiting orders. A droid
valet takes coats from Organa and the rest -- even a startled
Anakin. It is absolutely nothing like the mess deck of the
Falling Star.

ANAKIN
(whistles)
So, you're the king of Alderaan,
huh?

Jardin shakes his head, Kenobi puts his hand to his head but
can't suppress a bemused smirk.

ANAKIN (CONT'D)
Huh... your highness?

Organa laughs.



EXT. CORUSCANT, MILITARY AIRFIELD - CONTINUOUS

Organa's shuttle lifts off, surrounded by dozens of other
ships.

CUT TO:



EXT. DEEP SPACE

Rohn's fleet hovers amidst the black. The cloning ship hums
with activity.



INT. ROHN'S SHIP, COMMANDER'S ANTEROOM - CONTINUOUS

Rohn stands behind his desk, back to it and the door, hands
clasped, gazing through a viewing panel, pondering the void.

The door to his chambers hisses open, and a clone
intelligence officer marches in.

INTELLIGENCE OFFICER
Pardon the interruption, Commander,
I bring a report from our spies on
Coruscant.

ROHN
Proceed.

INTELLIGENCE OFFICER
News of our invasion has reached
the Quintumvirate...

Rohn scowls.

INTELLIGENCE OFFICER (CONT'D)
(proceeding timidly)
Our stolen cloner was presented by
the Jedi as evidence.

The intelligence officer pauses to attempt a read on Rohn's
emotional state, but can deduce nothing from his unmoving
back.

INTELLIGENCE OFFICER (CONT'D)
However, the Republic is sending
only a token force.

ROHN
How small is this token?

INTELLIGENCE OFFICER
The report indicates two cohorts
and a flotilla.

An uncomfortable pause and then Rohn begins laughing, much to
the intelligence officer's relief.

ROHN
Faal's failure has cost us nothing!
And the Jedi's great coup is
meaningless.

INTELLIGENCE OFFICER
Uh, yes Commander.

ROHN
Once again, the power of the Dark
Side proves superior.

INTELLIGENCE OFFICER
Hail the High Suzerain.

ROHN
Summon my captains. We depart for
Alderaan immediately.

CUT TO:



EXT. ALDERAAN, JEDI ENCAMPMENT - EVENING

In a beautiful field of tall, pale, blue grass, surrounded by
mountains and in view of a shining castle, a motley ring of
ships encircles a camp of varied tents and temporary
enclosures.

The inhabitants are just as varied, over a hundred Jedi from
all over the galaxy. Some are gigantic, some slight. Men,
women, human, alien, young, old, dusty, refined, ostentatious
-- they have in common only the lightsabers on their hips and
their essential goodness.

One hardened female, a scar on her face, dress not unlike a
samurai, is overseeing the lessons of her pupils, seven young
Jedi in similar garb, each balanced on a single finger, a
coin spinning slowly in front of every one.

The roar of ships distracts her, and looking up, she sees the
arrival of the Republic forces, Organa's shuttle, the Falling
Star.

The ships fly past on their way to the glistening crystal
castle. Beyond the castle are the residences and shops,
studios and schools, of the capital city, large and urban,
yet ancient -- a modernist Athens.

Several of the Jedi in the camp look up and wave at the
ships' arrival, and a few friendly cheers go up.



EXT. ALDERAAN CASTLE - LATER

The castle landing pad is a flurry of activity.

Bail Organa and Mon Mothma, trailed by Kenobi, Jardin,
Anakin, Kitch and Manx stride toward the castle proper atop a
wide gangway.

Striding toward them is a small party of nobles -- the queen,
Elspet Organa, a counselor, a general, and their retinues.

Bail and his wife meet and embrace.

ORGANA
Elspet, my love. It has been too
long.

ELSPET
I've missed you too. If only the
circumstances were different.

Elspet takes a moment to size up the two Jedi.

ELSPET (CONT'D)
Are these our brave Jedi?

The Jedi offer shallow bows.

ELSPET (CONT'D)
Alderaan offers her deepest thanks.
Rooms have been prepared for you
and your party.

KENOBI
Thank you your highness, but if I
may, I'd like to pass the night
with my fellow Jedi -- there are
dear friends among them who I have
not seen for many years.

KITCH
(piping up from the back)
Me and mine gladly except your
offer, your highness!

ELSPET
And you would be... the pirate?

KITCH
Recently pardoned, your highness. I
promise we won't steal anything.

Organa's white-haired counselor, Dyson Honoré steps forward.

HONORé
Your highness, a conference of our
generals has been scheduled for
dawn.

ORGANA
Very good. The Jedi will send a
delegate?

Kenobi nods and kisses Elspet's hand.

KENOBI
We take our leave then, your
highness.
(shaking his hand)
Quintumvir.
(nodding at her, a look
passing between them)
Madame Mothma.

Kenobi turn, putting a hand on Anakin's shoulder.

KENOBI (CONT'D)
Come Anakin.

But Anakin is distracted, his eyes locked on one of the
queen's young handmaidens, blond, beautiful, and steely.

KENOBI (CONT'D)
Anakin?

ANAKIN
Sorry, yeah, nice meeting you all.

Kenobi, Canaris, and Skywalker head back toward the landing
pad.

ANAKIN (CONT'D)
She's beautiful.

JARDIN
She's the queen of Alderaan.

ANAKIN
Not her.

Anakin looks over his shoulder one more time.



EXT. ALDERAAN, JEDI ENCAMPMENT - NIGHT

The stars are out, bright and beautiful. Small campfires dot
the site, with one large bonfire at its center.

Kenobi, Canaris and Skywalker approach the bonfire where a
dozen or more Jedi are swapping stories, contemplating,
playing tunes.

A very large, gregarious ogre of a Jedi, Odo Luff, friendly
looking despite his mass and monstrosity, stops what he was
saying, pauses, and then turns his head.

ODO
(roaring)
Obi Wan Kenobi?!

Kenobi draws closer

KENOBI
Is that Odo Luff? Yes, it's me old
boy. And Canaris, and my apprentice
Anak...

ODO
Obi Wan bleedin' Kenobi!

Odo draws Obi Wan up into his trunk-like arms and crushes him
against his stony chest.

ODO (CONT'D)
(a tear forming)
My stars it's good to see you.

KENOBI
(struggling to breathe)
You too, my friend.

ODO
(yelling)
Kenobi's arrived, brothers and
sisters! And that old bird Canaris!
Invite us all to their party and
show up late. I expect it from this
one...
(gives Kenobi a squeeze)
But you've always been a punctual
pidge, Jardin.

More Jedi have started to gather around the reunion, laughing
and smiling, shouting their greetings.

CANARIS
Haven't changed a bit, I see.

Odo practically drops Kenobi.

ODO
All right, that's enough of that --
I'm not the only one you need to
say hello to.

Odo sticks a giant hand in front of Anakin's nose.

ODO (CONT'D)
You're the apprentice, eh? Anak?

ANAKIN
Actually it's Anak...

ODO
S'what I said, boy. Mind the
manners, and let's have that
handshake.

Anakin complies, managing to get his hand around two fingers.

Kenobi catches his breath and dusts himself off. He looks
around him at all his companions, turning in a circle.

KENOBI
My my, what a beautiful sight.

ODO
And more on their way.

KENOBI
What of master Yoda?

A slightly officious Jedi, Uther Halladan, approaches from
the darkness at the edge of the bonfire. He is well-groomed,
crisply-dressed, and has excellent posture.

HALLADAN
He summons you before the Council.
Please follow me.

Obi Wan hesitates. Halladan looks at Canaris.

HALLADAN (CONT'D)
You too, sir.

Halladan turns.

HALLADAN (CONT'D)
The apprentice may come as well.

Kenobi, Canaris, and Skywalker do as they're told.



EXT. COUNCIL TENT - MOMENTS LATER

The Jedi stop before a large round tent, lit from within.
Halladan pulls open a flap and holds it for the summoned.
They enter, Halladan follows.



INT. COUNCIL TENT - CONTINUOUS

Ten wizened Jedi sit cross-legged in a semi-circle around a
hovering, glowing crystal. They are as varied in appearance
as the rest of the Jedi, but older and more serene.

Yoda, wearing robes not unlike those we're familiar with, but
silken, with large flowing patterns in pale colors, is near
the center of the half-circle.

Obi Wan and Canaris kneel before them. Anakin awkwardly
follows suit. Halladan kneels by the entrance to the tent.

Kenobi and Canaris bow they're heads, and the members of the
Council return the gesture.

YODA
Grown you have, Obi Wan, since last
I saw you.

Kenobi allows a familiar smile that cuts the formality
somewhat.

KENOBI
I doubt that, I stopped growing
years ago.

YODA
Grown greater, stronger. But
recognize you, I do. Daring still,
yes, but wise and kind.

Kenobi nods, touched.

Atothka Kama, a very, very aged woman, brown leather for
skin, straw-like hair -- a benevolent, vivacious mummy --
speaks up.

ATOTHKA
You have set us along a perilous
path.

CANARIS
Our deepest apologies, Master Kama.
We know we've acted rashly, but
circumstances demanded...

KENOBI
The path is the path, perilous or
not, and it is not I who have set
us upon it.

Anakin looks a bit shocked at his master's nerve. Canaris is
a bit offended. Kama, however, nods sagely, and Yoda
registers pride.

ATOTHKA
Boldness and wisdom rarely walk
hand in hand, but what is rare is
often precious.

Dalu Dalu, an alien like a large stick bug, speaks.

DALU DALU
We are here now. This may have
begun as Kenobi's crusade, but it
is much larger than one young Jedi.
(pause)
The peril Atothka Kama speaks of is
real, however, and it does not come
the looming battle or even the wars
that may follow, terrible though
they might be.

ATOTHKA
The Jedi were almost consumed by
the Dark Side long ago, when we
were at our mightiest and our will
shaped the course of history. That
was no coincidence.
And it is no secret that you yearn
for the old way.

KENOBI
The Republic is crumbling. We try
to hold it together without
interfering, but we are too few
now, too subtle -- and we are
failing. I know, I've seen it with
my own eyes. My apprentice comes
from a planet ruled by gangsters,
whose Senator is content to let his
people suffer while he luxuriates
in Coruscant's comforts. So it is
everywhere. I've been to the Senate
chambers. I've seen the empty
chairs. The galaxy belongs to The
Quintumvirate now. Mothma is a
great woman, and I believe the
Organas have not fallen as much as
I thought. But, Arnot is useless.
The Republic truly belongs to
Palpatine. So many lives in the
hands of a villain.

Anakin watches his master with awe.

ATOTHKA
You are not alone in your opinions.
We hear such talk from more than a
few young Jedi, travelers like
yourself. You talk of our failures,
yet you forget the failures of old.

KENOBI
We have been chastened for a
thousand years. I would like to
believe we have learned from the
mistakes of the past.

ATOTHKA
But you were not there. You have
not lived those thousand years. Nor
have I, nor anyone else, not even
your old master.

KENOBI
Yes, but...

DALU DALU
Eh, eh -- we do not dispute the
necessity of our gathering.
Alderaan must not fall.
These armies of the Dark Side must
be faced. But we must proceed with
the utmost caution.

KENOBI
Yes. Of course. But do you not see
the glory of it? Outside this tent,
so many of us together. Together!
It's such a joyful thing.

YODA
Hard it can be to see the light,
when the darkness occupies one's
mind. That is why chosen you we
have to lead the Jedi in this
fight.

CANARIS
What?!! With so many veteran
knights at the ready?

YODA
Like you, Jardin?

CANARIS
It would be my honor, certainly.

KENOBI
He's right. I have my charms to be
sure, but I'm no leader.

YODA
And yet, led us here you have.

DALU DALU
Alderaan requires a Jedi liaison --
a representative in their high
command. This is exactly the type
of entanglement most of us frown
upon.

YODA
(warmly)
Accustomed to that you should be.

KENOBI
(smiling)
Yes, Master.



EXT. JEDI ENCAMPMENT - EARLY MORNING

The sun is just beginning to crest the mountains.



INT. JEDI TENT - EARLY MORNING

Anakin sleeps fitfully on a cot. His eyes are pressed closed
tightly, his face twitching.

We can hear violent sounds, quiet at first but growing
louder, the sounds of his dreams. Laser fire, explosions...
and a cacophony of screams.

Suddenly Anakin awakes, breathing hard and sweating, and just
as suddenly the sounds cease. There is only the sound of his
own blood pumping filling his ears and ours. Then that sound
is slowly replaced by the sounds of the morning -- chirps and
clicks, crackling fire, quiet chatter... and pipes.

Anakin rubs his eyes and rises from his cot.



EXT. JEDI ENCAMPMENT - CONTINUOUS

Wandering outside, he sees a few Jedi up and about, but many
are still asleep. Canaris is nearby, sitting cross-legged on
a stump, playing his pipes. Jardin finishes his tune and
looks at Anakin.

JARDIN
Troubled dreams?

ANAKIN
The whole galaxy at war with those
clones. So much death.

JARDIN
Perhaps it was the future you saw --
visions do come to us. Or perhaps
it was just your fears.

ANAKIN
I hope it's the second one.

JARDIN
If Obi Wan were here, he'd suggest
breakfast.

ANAKIN
Not hungry.

JARDIN
Then perhaps we'll calm your nerves
a different way.

Jardin pops up and approaches Odo Luff who's fallen asleep
over a half-eaten plate. He puts a hand on the giant's
shoulder, and Luff starts awake, flipping his plate.

ODO
Huh? What? Oh look what you made me
do.

JARDIN
What's the point of getting out of
bed so early if you're just going
to fall asleep again?

ODO
Just trying to be like my friend
the early bird.

JARDIN
Sorry to disturb you, but may I
borrow your weapon?

Luff sees Anakin waiting nearby, lost in thought.

ODO
Ah. Sure thing, Jardin.

Luff hands Canaris his lightsaber. Canaris has to hold it in
two hands.

JARDIN
Of course.

A nearby Jedi, human, streaks of grey in his long hair, eye
patch, throws Jardin his weapon. It hangs in the air by
Jardin's head, while Jardin gives Luff his giant lightsaber
back. Then, Jardin plucks it from its suspension and walks
back to Anakin.

JARDIN (CONT'D)
You know what this is, yes?

Anakin is distracted, feeling the tall grass with his hand.

ANAKIN
It's grass, right?

JARDIN
(laughing)
Yes, that's right. But I meant
this.

Canaris holds up the lightsaber.

ANAKIN
A Jedi lightsaber.

JARDIN
Here. Take this one.

Anakin takes a step forward.

JARDIN (CONT'D)
Uh uh. Use the force.

Anakin closes his eyes, extends a hand, and the lightsaber
floats slowly from Jardin's open palm into his hand.

JARDIN (CONT'D)
Obi Wan has trained you very well
indeed.

Jardin takes his own lightsaber in hand and ignites it.
Anakin follows suit.

JARDIN (CONT'D)
Things aren't so frightening with a
lightsaber in hand are they?

ANAKIN
No, they aren't.

JARDIN
Good. Now, let's teach you how to
use it. Come at me.

Obi Wan approaches the camp from the direction of the castle.
He stops short to watch Jardin train his charge -- the Jedi
and the apprentice engaged in mock battle, stopping from time
to time to demonstrate technique.

Luff has woken up and interjects his own advice, as does the
owner of Anakin's lightsaber. A few other Jedi watch casually
from where they sit.

Yoda appears at Kenobi's side.

KENOBI
When was the last time a young Jedi
could learn our ways from so many
gifted warriors?

Yoda grunts and nods.

KENOBI (CONT'D)
They just made me a general. If I'm
to command forces in the battle, I
must have an appropriate rank.

YODA
Follow you, they will. Doubts I
have, but you, trust I do. Ranks,
politics, power -- it is these
things I dislike.

KENOBI
I know. You must think me an
arrogant fool.

YODA
I do, yes, I do. And me, an even
greater fool, so proud I am, Obi
Wan.

Kenobi swells with emotion, then releases it in a sigh.

KENOBI
Perhaps this is all the will of The
Force.

YODA
Maybe. Hard to know the Force's
will is. Like a mind it is not.
This choice, this reason. No. The
will of the Force like a great wind
is. Lifts us up it does, carries us
through time. Feel, a wise Jedi
can, the direction it blows. But
where, why -- this we cannot know.

Obi Wan nods, watches his apprentice. After awhile...

KENOBI
I won't see battle. I must lead
from the rear. I don't like it. I
want to stand beside my brothers
and sisters. My apprentice.

Yoda nods, pats Obi Wan's hand.

KENOBI (CONT'D)
And what about you? You said my
betters accept my leadership. Will
you be fighting under my command?

YODA
Me? Under your command?
(Yoda laughs)
Thank you Obi Wan, good to laugh it
is, at times like these. But no,
fight the Council will not. Many
battles ahead, save our strength we
must.

Yoda points to a nearby peak.

YODA (CONT'D)
There we will be, deep in
meditation.
Channel the Force we will to make
sharp the minds of the Jedi. Make
strong their hands. Make brave
their hearts. Killing, I love not,
Obi Wan. Even so, fight with the
rest I would, but, the price of
leadership I too must pay.

WIPE TO:



EXT. ALDERAAN CASTLE SQUARE - DAY

The citizenry mass in the square. Bail Organa stands at a
balcony to address the crowd. At his side are Elspet, Honoré,
other nobles, a protocol droid.

Organa's image is magnified via hologram, and his voice
amplified.

ORGANA
People of Alderaan, our planet will
soon come under attack from a foe
whose origins and motives we do not
know. We know only that they intend
to annihilate us. Our fellows in
the Quintumvirate, save for the
brave and true Mon Mothma of
Chandrilla, have all but abandoned
us to our fate. Nevertheless, we
will use what meager resources they
have lent us, and we owe our
deepest gratitude to the Republic
soldiers who will fight for us.
(pause)
However, in this dark hour, we have
received aid from the unlikeliest
of places. From out of the
histories, Alderaan's ancient
allies, the defenders of the Old
Republic, the Jedi Knights have
come to our defense.
(murmurs and gasps
throughout the crowd,
scattered "I knew its")
Yes. It is true. It would appear
the Force is on our side. And as
Madame Mothma and our new friends
have reminded me, there is perhaps
no greater ally.



EXT. ALDERAAN, BATTLE FIELD - DAY

A row of soldiers salute Obi Wan as he strides by to oversee
the battle preparations -- he nods quizzically. Before him is
the field of battle, where soldiers and Jedi, together under
Canaris' guidance, dig trenches (with the help of the Force)
and mount artillery.

Behind Obi Wan are the homes, businesses, studios, factories
of the capital, and behind that the castle.

ORGANA (V.O.)
Together, Jedi and soldier will
fight at the front to defend the
city, and in orbit to protect us
from bombardment.



INT. FALLING STAR, AFT VIEWING DECK

Mon Mothma observes a network of orbital platforms thrusting
into their final positions around Alderaan as Kitch, Manx,
and Anakin stand beside her. In the center of the viewing
panel is the largest and most ornate of the platforms.

ORGANA (V.O.)
To this end, Chandrilla has given
us the use of its planetary shield
system. Her people assemble it as
we speak.

Mothma raises a communicator.

MOTHMA
Ready?

CHANDRILLAN TECH (O.C.)
Ready for ignition.

MOTHMA
Please proceed.

The large platform sparks into life, energy coiling at the
tips of its many spokes and shooting out toward the other
platforms. The energy spreads from relay to relay and a
glowing energy shield begins to envelope the planet.

KITCH
Very impressive.
(raising a communicator)
Learning anything, Heph?



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph is inspecting the gleaming consoles of the interior,
flanked by his droids, and surrounded by the beautiful,
androgenous Chandrillan engineers, bustling about their
duties.

HEPH
It's complicated tech, to be sure
Cap'n, but I think I've got my head
around it. This thing's not going
down on my watch.



EXT. ALDERAAN, CAPITAL CITY - DAY

Able-bodied men and women, including the queen's young blonde
handmaiden collect blasters from Republic troopers. Nearby,
the samurai-like Jedi and her pupils lead a group of
civilians in meditation.

Odo Luff wrestles with a group of children, a full ten of
them hanging from his massive body.

ORGANA (V.O.)
Should the enemy breach the trench
line, you, people of Alderaan, be
you thinker, merchant, or courtier,
will protect your homes and
families, with a detachment of
soldiers and Jedi to fight beside
you. As for the children and
elderly, they are to take shelter
in the castle.



INT. ALDERAAN CASTLE, COMMAND CENTER - DAY

The room was once a throne room, and the gleaming throne can
be seen against the far wall -- but Obi Wan, Organa, Elspet,
two Republic officers, Dyson Honoré, a protocol droid, and a
few others are gathered at a circular table in the middle of
the hall.

Holographic projections of the planet, the battleground, and
key units hover above the table, and the assembled animatedly
discuss strategy.

ORGANA (V.O.)
The castle will also serve as
command center. In ancient times it
was a fortress, and mighty, so the
histories say.



EXT. ALDERAAN CASTLE - DAY

ORGANA
We will soon see whether this is
still true. If it is anything like
all of you, my brothers and sisters
of Alderaan, then it can never
fall!

Another cheer erupts from the crowd.



EXT. ALDERAAN LANDING FIELD - MORNING

Amidst the Republic ships prepping for battle, Anakin is
giving his fighter one last tune-up while a few of Heph's
droids apply a fresh coat of paint via integral sprayer
attachments -- yellow, with red and blue accents.

Anakin, wearing half a flightsuit, an undershirt, and a
blaster on his hip, looks up as Obi Wan approaches.

KENOBI
Do you think your ship is ready?

ANAKIN
Ready as she's gonna be.

Anakin puts down his tools, wipes his hands with a towel,
walks over to Kenobi.

KENOBI
I'm sorry there wasn't more time.
Your training has only just begun.

ANAKIN
Thanks for reminding me.

Kenobi puts a hand on Anakin's shoulder, looks him in the
eye.

KENOBI
And yet, I think it will be enough.
Anakin, I believe in you. Inside
that ship of yours, you have no
match. Stay with your squadron, and
let the Force guide you.
(tapping Anakin on the
forehead with a finger)
And if you need me, I am here.

ANAKIN
(extending a hand)
Thanks, Master.

Kenobi draws him in for a hug.

WIPE TO:



EXT. SPACE, OFF ALDERAAN

Rohn's dark fleet exits hyperspace -- several destroyer class
vessels, including Faal and Rohn's super destroyers, and a
cloner.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn stands at the helm, hands clasped behind his back,
Alderaan centered on the panel in front of him.

ROHN
There she is. Unguarded. Naked.
Afraid.
(into a com)
Faal. Make ready the troops.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

A shot of the humming cloner establishes Faal's whereabouts.



INT. CLONER - CONTINUOUS

In a large bay, thousands of armed clones file into
transports and other large, armored vehicles under Faal's
supervision.

FAAL
As you command.

Faal strides into a transport and surveys the troopers of the
vanguard.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

ROHN
When the capital city has fallen,
we will begin the collection of
material. Until then: total
eradication.

FAAL (O.S.)
My pleasure.

ROHN
Then let us proceed.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The dark fleet advances toward Alderaan.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

A holographic image of the fleet is seen making it's approach
toward Alderaan. The commander of the Republic forces, Tet
Leore is the first to spot it.

LEORE
Enemy fleet, inbound.

Kenobi and Organa exchange a look.

KENOBI
At least the wait's over.
(into coms)
Fighters ready. They're here.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Republic ships hang in formation. The Star and Anakin's
fighter are there too, floating side by side.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin, in a flight suit and helmet, takes a deep breath and
looks out toward the darkness, trying to make visual contact.

KITCH (O.S.)
You name her yet?

ANAKIN
(a little sheepish)
I was thinking I'd call her the
Infinity Lance.

KITCH (O.S.)
I don't know tadpole, kind of a
mouthful. What about --

And just then, the dark fleet peeks into view. Specs at
first, growing larger by the second.

ANAKIN
(interrupting)
Captain Kitch?



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch and Manx are looking at the same thing.

KITCH
I see 'em. High alert, we have
visual.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Mothma steps up to the battle map.

MOTHMA
Raise shields.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph and his droids sit on a step as Chandrillan techs go
about their ignition sequence.

CHANDRILLAN TECH
Raising shields, ma'am.

Forbee beeps and shuffles.

HEPH
Then play some Solusteen Solitaire,
if you're bored.

Two more droids are beeping at each other. One slaps the
other with a manipulator arm.

HEPH (CONT'D)
Hey!



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Alderaan, now much larger in the panel, is rapidly encircled
in a glowing shield.

ROHN
What's this?

A clone science officer looks up from his monitor.

CLONE SCIENCE OFFICER
Planetary shield, sir. Chandrillan
in design. Our ships may pass
through, but the surface will be
protected from orbital bombardment.

Rohn sneers.

ROHN
Mon Mothma, friend to the Jedi.
Launch fighters! Destroyers, focus
fire on the capital ship, and then
target the shield relays.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

A cloud of fighters stream out of the dark destroyers, and a
first volley of cannon fire is loosed.



INT. REPUBLIC CAPITAL SHIP, BRIDGE - CONTINUOUS

In the view panel the dark fleet has grown larger, and the
enemy fighters can be seen approaching like schools of fish.

REPUBLIC ADMIRAL
Fighters, hold your positions until
they --

The ship is rocked by that first volley.

REPUBLIC ADMIRAL (CONT'D)
Report!

REPUBLIC OFFICER
Shields holding sir, but I don't
know how long we can last under
sustained fire from all of their
destroyers.

REPUBLIC ADMIRAL
Weapons still online?

REPUBLIC OFFICER
Yes sir.

REPUBLIC ADMIRAL
Then fire!



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

Fire from the Republic capital ship scores the hull of a dark
destroyer, but next to it, Rohn's dreadnought is unveiling
its big gun.



INT. REPUBLIC CAPITAL SHIP, BRIDGE - CONTINUOUS

Another barrage shakes the bridge. Alarms sound.

REPUBLIC OFFICER
Shields at fifty percent, sir.

The Admiral is watching the dark fleet approach, the fighter
swarm almost in range.

REPUBLIC ADMIRAL
Fighters hold. Enemies in range in
twenty, nineteen...



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

The big gun has locked into place, visible from the bridge.

ROHN
Fire.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Republic capital ship explodes after being struck by a
giant beam of red light.



INT. FALLING STAR, COCKPIT - CONTINUOUS

The explosion is clearly visible and the shock wave shakes
the ship.

KITCH
Screw this.
(into comms)
All fighters, this is Captain Renzo
Kitch. They're damn well close
enough, you hear? Scramble and
attack, attack, attack!



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin pulls hard on the controls.

ANAKIN
You don't have to tell me twice.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Kenobi and the others stare at the battle map in dismay.

LEORE
Gah! Our only destroyer.

KENOBI
Our forces are engaging.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The frigates and fighters of the Republic, The Falling Star
and the Infinity Lance scatter as they are met by a swarm of
inbound enemies.

The two fleets create a roiling mass -- fighters in dizzying
dogfights, lasers flashing all about. The Republic frigates
and the Star chart looser, slower spirals, their turrets and
mounted guns popping enemies in all directions.



INT. FALLING STAR, SWIVEL GUN TURRET ONE - CONTINUOUS

Alda sneers as he guns down dark fighters.

The Infinity Lance streaks through his field of vision,
brakes, spins, fires -- the particle beam, a hot red verging
on pink, tears through three enemy fighters, the successive
explosions creating an image not unlike a shish-kabob, with
the Lance's laser as the skewer.

And the beam just keeps on going...

ALDA
Holy...



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx and Kitch watch in awe.

MANX
Heph wasn't kidding about that gun.

KITCH
(into comms)
I changed my mind, the name works,
just watch where you point that
thing!



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin smiles proudly, then sets his jaw, and resumes the
fight.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

Anakin is an absolute prodigy, the Lance climbing and
rolling, stalling and accelerating, it's particle beam
ripping through dark fighters in sweeping arcs.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn stands square and firm at the helm.

ROHN
All destroyers, focus fire on the
shield relays. Faal, begin the
ground assault.



INT. CLONER - CONTINUOUS

Faal is observing the battle from a large viewing panel.

FAAL
But Commander, you have not yet
begun bombardment.

ROHN (O.S.)
No.

FAAL
The shield is still up.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn smiles.

ROHN
Yes it is.

FAAL (O.S.)
I'm sure our destroyers will have
it down in short order, there's no
need...

ROHN
You are ready now, are you not?
Then you will strike immediately,
while their fleet is occupied.
Artillery strikes will begin in
short order.



INT. CLONER - CONTINUOUS

Faal crushes the communicator in his fist and makes for his
transport again.

FAAL
We launch now.



EXT. SPACE, OFF ALDERAAN - MOMENTS LATER

Troop transports and armored vessels pour out of the cloner.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Kenobi sees the transports.

KENOBI
Enemy troop transports on approach.

LEORE
Don't let them through.



INT. REPUBLIC FRIGATE - CONTINUOUS

A Republic frigate captain clenches his teeth at the helm.

REPUBLIC FRIGATE CAPTAIN
These fighters have us outnumbered
four to one, it's all we can do
just to stay ali--



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The frigate explodes under heavy fire, as the enemy troop
transports begin to penetrate the scrum on their way to the
surface.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch and Manx watch the transports fly by.

MANX
Seems these Republic boys can't do
two things at once.

KITCH
We'll only be able to thin the herd
a bit Kenobi, but they won't pass
this way without paying a toll. All
gunners, prioritize transports!



INT. FALLING STAR, SWIVEL GUN TURRET ONE - CONTINUOUS

Alda blasts a fighter.

ALDA
One for me...

Then he targets a transport.

ALDA (CONT'D)
And one for you.



INT. FALLING STAR, SWIVEL GUN TURRET THREE - CONTINUOUS

Gunner Three roars and laughs as he lets lasers fly in all
directions.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin's pulling hard on the stick, effecting a quick one
eighty.

ANAKIN
(to himself)
Gotta get as many as we can.

He checks his rear -- fighters are in pursuit -- and lines a
transport up in his sights.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The particle beam erupts from the Infinity Lance and takes
out two transports.



INT. CLONE TRANSPORT - CONTINUOUS

Armed and armored clones are incinerated.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The fighters on Anakin's six open fire, but he takes evasive
action, destroying the transports ahead whenever he has the
opportunity.



INT. FAAL'S TRANSPORT - CONTINUOUS

Faal stands by a viewport, watches the closest transport
burst as Anakin's particle beam zips past. Quailing at the
sight, he runs to the helm and tears the pilot out of his
seat, taking the position himself.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

Faal's transport veers away from Anakin's wrath and descends
through the atmosphere. Many more ships follow -- Anakin and
Kitch can only do so much.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Organa flares his nostrils.

ORGANA
They're getting through.

ELSPET
It was inevitable.

LEORE
Soldiers, dig in, and weapons at
the ready. Your battle's about to
start.



EXT. ALDERAAN, BATTLE FIELD, TRENCHES - CONTINUOUS

A long row of Republic troopers bring blasters and mounted
guns to bear. A Republic Lieutenant holds a communicator.

REPUBLIC LIEUTENANT
Yes sir.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

Clone transports touch down hard, and clone troopers stream
out of them. Faal emerges from a transport with shock troops
close behind.

Faal ignites his lightsaber, red, and gestures his troops
forward. The clones double-time toward the trench.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

Dark destroyers fire upon shield relays, but the blasts
aren't penetrating.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph is looking over a tech's shoulder.

HEPH
Holding up nice, but what happens
when the relays start to go down?

CHANDRILLAN TECH
If they start to go down, then
holes will open up in the shield.
But they don't have the firepower
to do any damage from out there.
The relays are only vulnerable from
the other side of the shield.

Heph nods and walks back over to his droids.

HEPH
Nope, still nothing to do. But, it
won't be long now, I wager.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

A clone officer approaches Rohn.

CLONE OFFICER
Commander, our weapons are failing
to damage the shield relays.

ROHN
I can see that.

CLONE OFFICER
What are your orders?

Rohn flinches, puts his fingers to his forehead.

ROHN
Something's wrong.

CLONE OFFICER
The shield is simply too strong.

ROHN
No, not that. Send fighters to
attack the relays from within the
force field.

CLONE OFFICER
As you command.

The officer departs.

ROHN
No, something else is terribly
wrong. The force, it's far too
strong.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

Faal strides amidst his advancing shock troopers, the
Republic trenches almost within firing range.



EXT. ALDERAAN, BATTLE FIELD, TRENCHES - CONTINUOUS

Faal's troops are almost within their range as well. From
this perspective, the superiority of the enemy's numbers is
clear. A great horde approaches.

REPUBLIC LIEUTENANT
Ready... aim....



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Kenobi is observing the impending confrontation.

KENOBI
And men, do aim carefully, eh?
We're good, but we're not perfect.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

Out of an unseen trench, a hundred yards in front of the
Republic soldiers, leap a row of Jedi, a hundred of them.
Canaris is standing squarely at their center.

Not quite simultaneously, a hundred lightsabers, in a rainbow
of colors, ignite.

His troops still advancing, Faal stops in his tracks.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn's closed eyes snap open.

ROHN
It can't be!



EXT. ALDERAAN, MOUNTAINTOP - CONTINUOUS

High above the battlefield, the Jedi Council is deep in
meditation.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

Canaris draws in a deep breath.

CANARIS
Can you feel the power of the
Council? We are strong with the
Force today. Charge!

The Jedi dash forward to meet the mass of clones. The clone
troopers fire their blasters as they approach, but the Jedi
easily deflect anything that comes close.

Behind the Jedi, the Republic soldiers open fire, felling the
foremost clones before the Jedi meet them. One young soldier
fires a blast just past the head of an intimidating alien
Jedi -- she tilts her head slightly to dodge it. Turning her
head briefly, without breaking stride, she glares at the
soldier, who gulps and sheepishly looks around at his fellow
soldiers.

The opposing forces close on each other, and the Jedi wade
through the clones just as easily as they do through the knee
high grass of Alderaan. Clone bodies are flung this way and
that, weapons shatter in their hands, lightsabers cut through
clone flesh.

One Jedi with four arms pulls enemy blasters from clone hands
into his own, discharging them in multiple directions, even
as he deflects and strikes with his lightsaber. Another Jedi,
a hovering blob-like organism with no limbs, wields its
lightsaber with the invisible arms of the force.

The clones that the Jedi leave in their wake are picked off
by the Republic soldiers before they near the trenches. It's
a massacre, but transports full of reinforcements are still
landing, and the armored vehicles of the clones start to take
the field -- shielded gun platforms perched high atop long,
stilt-like legs.

Donzin Faal, still rooted to the ground, looks behind him as
more of his forces land, then ahead at the slaughter. Turning
his fear to anger, he rushes into the fray.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

An explosion, as one of the shield relays goes down and a
small hole appears in the shield.

Dark fighters are swarming nearby relays. The relays are
protected by automated turrets, and several of the fighters
succumb, but so do several more relays -- and the breach
widens.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Bail Organa turns from the battle map and rushes to a large
window. From a distance, the dominance of the Jedi is more
apparent.

ORGANA
Kenobi, they're magnificent!

KENOBI
Yes they are.
(beat)
I should be with them.

MOTHMA
We have a problem. They're punching
a hole in the planetary shield.

The damage is visible on the battle map.

KENOBI
Their fighters are targeting the
relays.

MOTHMA
It was only a matter of time.
(into the comms)
Shield team, report.

CHANDRILLAN TECH (O.S.)
We've lost several relays, but
we're working on increasing force
field output. I don't think we can
close the breach, but we can
minimize it, if we don't lose too
many more relays.

MOTHMA
Get to work.
(to war council)
We've got to protect the relays.

LEORE
(into comms)
Fleet status?

REPUBLIC CAPTAIN (O.S.)
Outnumbered, sir -- fighters
everywhere. But we're holding our
own.

KENOBI
We need you to send a squadron to
protect the shield relays.

REPUBLIC CAPTAIN (O.S.)
I'll try, sir, but our hands are
full. Calling all available units,
repeat all available units...



INT. FALLING STAR, COCKPIT - CONTINUOUS

The breach in the shield is centered in the Star's view
panel.

KITCH
All available units on me!

The Lance whizzes by.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin smiles.

ANAKIN
Way ahead of you.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Infinity Lance, the Falling Star, and a small squadron of
Republic fighters sweep into the breach. Between Kitch's
squadron and the automated turrets on the nearby relays, the
dark fighters are dispatched relatively quickly.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin grins and nods his head.

ANAKIN
Not too bad, huh Captain Kitch?

Suddenly a huge bolt of energy streaks by.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The destroyers of the dark armada have approached the breach,
and are firing upon the planet. Their second volley destroys
two Republic fighters on its way to the surface.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx grits her teeth.

MANX
We've got to plug this hole.

KITCH
(into comms)
Heph? How's it going in there?



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph is in the midst of a heated discussion with a tech.

CHANDRILLAN TECH
We've diverted as much power as we
can, the breach is as small as we
can make it.

HEPH
Spread out the relays, get more
coverage.

KITCH (O.S.)
Heph? Report.

HEPH
(into comms)
There's a hole in the shield.

KITCH (O.S.)
We know. Can you seal it?

HEPH
Gee, I dunno Cap'n. Sure would be
nice. WHAT THE HELL DO YOU THINK
WE"RE TRYING TO DO OVER HERE??!!
(to tech)
Sorry about that.

CHANDRILLAN TECH
If we spread out the remaining
relays, gaps will develop all
around the planet.

HEPH
Sounds like we need more power.

CHANDRILLAN TECH
Impossible.

HEPH
We'll see about that. Boys!

Heph's droids wheel over toward a row of consoles, extend
datalink appendages into ports and begin scanning the
platform's systems.

Heph strides towards an important looking apparatus, studies
it closely, then hits it hard with a wrench, knocking a piece
to the floor in a hail of sparks. The lights flicker, and
everyone in the control room looks his way.

HEPH (CONT'D)
What?



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

Canaris cuts his way through the clones. Suddenly, the long
leg of a stilt walker crashes into the earth right in front
of him.

Canaris cuts it in two, and as the walker dips forward, off
balance, Canaris leaps atop it, quickly slaying the entire
crew and diving off before it falls.

Across the battlefield, Faal deflects blaster fire with his
light saber, his palms, clone troopers.
A tall insectoid Jedi appears before him and beats him back
with a flurry of quick saber strikes and a blast of Force
energy.

Faal rights himself, bends his head, and charges forward,
tackling the Jedi and driving him into the dirt. As Faal
rises to his feet, he casually beheads the prone Jedi.

Back across the battlefield, Jardin spies Faal. He sneers,
and starts to move in Faal's direction, but stops short as a
massive artillery blast flies overhead and an explosion hits
the Republic trenches. Another huge explosion follows
closely, and a third, striking amidst the melee of the
battlefield.

More, explosions scorch the battlefield -- hitting the
trenches, the Jedi, even the clones.

The tough looking alien who dodged the friendly fire closes
her eyes briefly mid-combat, senses an imminent strike, and
dodges, narrowly avoiding an artillery blast. As she recovers
her footing, she is incinerated in a second blast.

The Jedi fight on, valiantly holding back the horde as best
they can, felling the tall stilt walkers with their
lightsabers and the Force, causing the grass to ensnare the
legs of the clones, and then cutting them down, confusing
their minds and making them fire upon each other. But they
cannot stem the tide.

Clone troops begin to overwhelm the trenches, thermal
detonators blasting dirt into the air, blasts from the stilt
walkers disintegrating Republic soldiers, clone boots
trampling bodies.

The clones push toward the city.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Leore screams into the comms.

LEORE
Fall back to the city! I repeat
fall back, fall back.

Kenobi closes his eyes.

KENOBI (V.O.)
Yoda. We need you.



EXT. ALDERAAN, MOUNTAINTOP - CONTINUOUS

On a mountaintop overlooking the field of battle, Yoda nods,
wind blowing through his wispy hair. He is surrounded by the
rest of the Jedi council.

They look toward the sky, arms outstretched, and begin to
exhale slowly.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Kenobi's eyes are still closed.

KENOBI (V.O.)
Odo, they're beginning to break
through.



EXT. ALDERAAN, CAPITAL CITY - CONTINUOUS

Odo Luff stands in the middle of a main street, with the
sensei and her pupils. He looks at the window of a nearby
home, where a citizen of Alderaan grips his blaster and nods
grimly.

ODO
(bellowing)
To your positions! These are your
homes now, your shops, schools,
your families. Fight hard and true,
and the Force will protect you.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn stands tall, his hands clasped behind his back,
observing the orbital barrage.

ROHN
And what will you do now, proud
Jedi?

CLONE OFFICER
Incoming transmission.

A holographic image of a clone captain appears before Rohn.

CLONE CAPTAIN
Commander, we're caught in some
sort of tractor beam, but we're not
picking it up on our sensors.

ROHN
A tractor beam strong enough to
move a destroyer? Reverse thrust,
all engines.

CLONE CAPTAIN
Commander, it's no use, it's too
strong.

CLONE OFFICER
Another transmission.

A second hologram appears.

CLONE CAPTAIN TWO
Commander, we can't find it on the
scanners, but...



INT. CLONE DESTROYER, BRIDGE - CONTINUOUS

The clone captain looks in horror at the giant view panel in
front of him, as Alderaan draws nearer and another destroyer
drifts in front of his.

CLONE CAPTAIN TWO
...we're being pulled toward the
planet's surface by a tractor beam,
and we're not the only ship.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

Two destroyers are being pulled from formation, even as the
rest continue to bombard the planet's surface. One of them
drifts into friendly fire.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

One of the holograms starts to flicker.

CLONE CAPTAIN
Commander, we're taking heavy
damage. Cease fire, I repeat, cease-

The hologram disappears. Rohn slams his fist against his
palm.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The destroyer breaks apart in a series of explosions. The
second destroyer picks up speed as it is pulled closer and
closer to Alderaan.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

The battle drags on, the ground littered with mounds of clone
corpses, artillery continuing to take its toll on Republic
soldiers and Jedi alike, as the soldiers make a ragged
retreat and the Jedi hold the field.

Clone reinforcements are still taking the field and dying in
droves.

Uther Halladan and the Jedi with the eye patch fight back to
back, an impervious barrier that no clone passes through
alive.

EYEPATCH
We can't keep this up.

HALLADAN
We have to.

EYEPATCH
These orbital strikes...

HALLADAN
Trust in the Force. Trust in Kenobi
and the Council.

An nearby artillery blast sends them both flying. As the dust
clears and they gain their feet, Jedi One looks up at the
sky.

EYEPATCH
You were right.

The clone destroyer has entered the atmosphere, glowing with
the heat of reentry.



EXT. ALDERAAN, MOUNTAINTOP - CONTINUOUS

The council focuses hard as they bring the ship down. The
falling destroyer sweeps past the field of battle and into
the side of the mountain, where it explodes without causing
collateral damage.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

The sight of the smitten destroyer invigorates the Jedi, and
their surge of morale is measurable in clone losses.



EXT. ALDERAAN, CAPITAL CITY - CONTINUOUS

The crash of the capital ship is clearly visible, even from
here.

The citizens of Alderaan fire upon the approaching clones
from makeshift bunkers and barricades in streets and homes.

Odo, the Sensei, her pupils, and a handful of other Jedi cut
down as many clones as they can, leaping onto and off of
roofs and through shops and living rooms. Odo fights with
surprising daintiness, dancer-like in his light movements --
a hippo in a tutu, but ever so deadly.

The blonde handmaiden fires from the window of her apartment,
just off a main street. A brother and two parents fight
alongside.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph, holding a large steel component argues with a
Chandrillan tech. Forbee backs him up.

HEPH
I'm telling you if we reroute power
from the thrusters into the
generator, we can compensate for
the loss of those relays!

CHANDRILLAN TECH
It'll overheat the system, short
the hole shield.

Forbee beeps angrily.

CHANDRILLAN TECH (CONT'D)
It most certainly will!

HEPH
But not instantaneously, right? How
long will we have?

CHANDRILLAN TECH
Before the whole shield goes down?
(dourly)
Two hours maximum.

Forbee whistles.

HEPH
Two hours! Two hours?! That might
as well be a bloody lifetime.
(into a communicator)
Kenobi, I can close the gap, but
we'll fry the system in under two
hours.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Kenobi claps his hands together.

MOTHMA
Mr. Tosca, waste no more time
talking to us. Get it done.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

The ship lurches.

CLONE OFFICER TWO
Commander, the enemy tractor
beam...

ROHN
That's no tractor beam.

Rohn closes his eyes.

ROHN (CONT'D)
Aim canon one half degree
starboard, tilt up point one three
degrees.

CLONE OFFICER TWO
It's just a mountaintop, minimal
life form reading.

ROHN
I wouldn't say that. Fire!



EXT. ALDERAAN, MOUNTAINTOP - CONTINUOUS

The council all stop what they're doing and look at each
other. Kneeling in a circle they spread their arms out to
their sides.

Suddenly the massive blast from Rohn's canon strikes them...
and doesn't. A huge explosion, but deflected somehow.
As the smoke and fire clear, Yoda and the council become
visible -- dirty, weakened, but all alive.

Then the ground beneath them begins to shift, the mountain
top is beginning to collapse. Cracks appear in the ground,
large boulders break off and tumble past.

DALU DALU
Go! I'll hold it.

The Jedi nod their deep respects and retreat down the
mountain side in great leaps and bounds. Yoda jumps from a
shear ledge in a controlled fall, thousands of feet down. He
lands at the feet of the mountain decelerating before
touchdown.

And then the top of the mountain crumbles and collapses.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Obi Wan winces and a tear forms in his eye.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

The ship stops.

ROHN
Let that taste fill their mouths.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Mothma looks sympathetically at Kenobi.

KENOBI
(to himself)
Heph, tell me you're close.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

Shield relays are repositioning, spreading out. The shield is
failing as a result.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

A tech types furiously at a console.

CHANDRILLAN TECH
Relays in position. This had better
work.

Heph is on his knees next to the generator, tools all around
him. His droids are cannibalizing components from all over
the facility, dropping them at his side, as he pulls out
parts from the generator and replaces them at breakneck
speed.

HEPH
(to one of his droids)
I said a conduction amplifier not
an induction amplifier!

The droid beeps.

HEPH (CONT'D)
No you stay and weld this bit into
place.
(to another droid)
You, if your audio receptors are
working, get me a conduction
amplifier!
(into a comm)
Forbee, progress report!



EXT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Forbee shuffles along the hull of the platform toward a
control box. It's slow going, as each step requires the
activation and release of magnets.

Ships and laser fire whiz all about. Forbee's head literally
spins as he draws closer to his destination and beeps his
reply.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

A droid wipes Heph's brow with a towel on the end of a
manipulator arm.

HEPH
Well, it's no picnic in here
either.

Heph waves away a droid trying to hold a thermos of water to
his lips.

HEPH (CONT'D)
Hurry it up!



EXT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Forbee approaches the control box tentatively -- a tiny droid
practically floating out in space, surrounded by total
mayhem.

He studies the cover on the control box; several knobs need
to be turned to unlock and open it. Forbee raises his various
appendages in front of his optics -- none of them look like
they'll work particularly well on smooth knobs. Forbee makes
a sad whine.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph slaves away at the generator. The Chandrillan tech types
furiously at his console.

CHANDRILLAN TECH
If your calculations are correct,
the power will be more than
adequate.

HEPH
What'd I tell ya?

CHANDRILLAN TECH
In fact, there will be an initial
energy surge, just for a moment,
that will destroy any ship caught
in the force field.

HEPH
Hot damn!
(into comms)
Cap'n, I'll have this shield up in
half a minute, and when I do, any
ship hanging about between those
relays is a goner. You got me?



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch pilots his way through the massive star battle.

KITCH
Us out. Them in. Gotcha.
(into comms)
All units, lure as many ships into
the force field as possible --
right on it, now you hear? My
Heph's cooking up a surprise for
them, so when he says break, you
break!

ANAKIN (O.S.)
And then we go to work on those
destroyers, right?

MANX
Sure thing, you little lunatic.

KITCH
In fact, that's the perfect way to
hook 'em.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Star and the Lance make for Rohn's destoryer.



INT. ROHN'S SHIP, BRIDGE - MOMENTS LATER

A jolt causes clone officers to lose their footing, though
Rohn keeps his balance.

ROHN
What was that?



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The explosion of a recent cannon blast is visible against the
hull of Rohn's destroyer as the Falling Star fires another
broadside.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

A clone officer looks up from his console.

CLONE OFFICER
A lone frigate, sir. Our shields
are holding.

ROHN
A lone frigate, you say?

Rohn closes his eyes, opens them again.

ROHN (CONT'D)
(to himself)
You will not escape this time.
(to his crew)
Destroy it.

CLONE OFFICER
Affirmative.



INT. FALLING STAR, MAIN BATTERY - CONTINUOUS

Alda smirks.

ALDA
There's more where that came from
you sack of sunyips!



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin can see a several squadrons of fighters converging on
their position, some of them fresh from the belly of Rohn's
behemoth.

ANAKIN
Looks like we got their attention!



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Star and Lance make for the shield, multiple squadrons in
pursuit.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph slams one more component into place and begins welding.

HEPH
That should do her.
(into comms)
You ready yet, Forbee?



EXT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Forbee's most hand-like appendage -- a three-pronged hook --
scrapes uselessly around one of the control box knobs. He
just can't get a grip.

Forbee beeps his frustration.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph jumps to his feet.

HEPH
What do you mean you haven't got it
open yet?! What've you been doing
out there?!



EXT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Forbee has switched to a blow torch. This appears to be
working, but it's very slow going. He beeps and whirs, as if
to say, "I'm doing the best I can."



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Kenobi watches the continued bombardment devastate the
battlefield.

KENOBI
(into comms)
You must get the shield up, Tosca.
They can't take any more out there.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph paces back and forth.

HEPH
(into comms)
I'm trying. Believe me I'm trying.

KITCH (O.S.)
You ready yet?



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Falling Star, Infinity Lance and a host of other Republic
ships are orbiting the planet, dodging relays, dragging enemy
fighters behind.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Relays fly by at high speed.

KITCH
See, first you set the trap, but
after that, you've got to spring
it, or it's no good.

MANX
First rule of traps.

KITCH
First rule of traps.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin is smirking as he pilots his way through the gauntlet
with ease.

ANAKIN
Don't let them get to you. I could
do this all day.



EXT. PRIMARY SHIELD PLATFORM - CONTINUOUS

A swarm of ships buzzes the platform, enemy laser fire
scoring the hull all around Forbee. He quits it with the
blowtorch and shuffles for his life.

HEPH (O.S.)
Forbee! How long, Forbee?

A blast hits right in front of the little droid, who pulls a
one eighty only to be stopped short by another blast.

HEPH (O.S.) (CONT'D)
Do you almost have it? Talk to me!

A ship screams by so closely that it almost takes paint off
Forbee's head. He beeps and quivers with fear.

And then another enemy fighter strafes the platform, a line
of laser fire approaching Forbee, passing narrowly by and...
blowing open the control box cover.

Forbee does a double take, then shuffles toward the control
box as fast as he can.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph's on his knees, screaming into a communicator.

HEPH
Forbee! Are you all right out
there? Forbee!

Forbee beeps and whistles into the comms.

HEPH (CONT'D)
I thought I'd lost you, buddy. Now,
what the blazes is wrong with you?
Hurry it up.



EXT. PRIMARY SHIELD PLATFORM - CONTINUOUS

The interior of the control box looks like a highly complex
fuse box. Forbee is flicking switches with blinding speed.
Upon hitting the last switch, a few sparks fly from the box.

Forbee beeps his completion.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

The lights go out, then hum back to life. Various indicator
lights on the generator go green.

Heph strides toward the tech and his console.

HEPH
Atta boy!
(into comms)
All right Cap'n, we got it. On my
signal...



INT. FALLING STAR, COCKPIT - COCKPIT

Kitch looks at Manx.

KITCH
Music to my ears.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph's finger hovers above the keyboard.

HEPH
Break!



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The defenders of Alderaan break hard in all directions.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph hits it.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The shield re-ignites, a wave of energy encircling the
planet, and setting off a cascade of explosions -- enemy
fighters bursting like popcorn.

The nose is sheered off of one of the destroyers, and then it
breaks apart in a series of detonations.

And then the surge is over, and the shield is restored.



INT. PRIMARY SHIELD PLATFORM - CONTINUOUS

Heph is hugging the Chandrillan Tech. An air lock opens and
Forbee rolls in. Heph turns and runs over to Forbee, scooping
him up in his arms and spinning him around.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Mothma hugs Kenobi's arm as Bail Organa shakes the other
hand.

ORGANA
Those bucaneers of yours may just
have turned the tide of this
battle.

KENOBI
They may have, but it's not over
yet.

LEORE
Indeed. We've neutralized their
orbital artillery, but our defenses
have been weakened, and those
clones keep coming.

KENOBI
We need to destroy the cloner.

ORGANA
So, we send in the rest of our
frigates.

KENOBI
No. I have some direct experience
with this. We don't have the
firepower, but they do.
(into comms)
Captain Kitch, we have a new
primary objective -- the enemy
cloner.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx and Kitch are looking at each other.

KITCH
All right. What do you have in
mind?

KENOBI (O.S.)
Well, I'm afraid it's all getting a
bit repetitious...



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Kenobi is eyeballing the hologram of Faal's ship.

KENOBI
But, I believe it's time for
another act of piracy.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

In the absence of bombardment, the Jedi rally -- reforming
their ranks, cutting off the flow of clones into the city.

They are able to beat back another wave, but, out from the
lingering smoke, emerges another. A few Jedi exchange weary,
uncertain glances.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin scans his surroundings. The density of enemy fighters
has greatly diminished, and for the most part Republic star
fighters have them under control.

He watches as the Falling Star speeds toward's Faal's
destroyer.

ANAKIN
Got anything for me to do?

KENOBI (O.S.)
We must seize the momentum. We're
sending the frigates to assault
their command ship. Join the
attack.

ANAKIN
You bet, master.

Anakin banks and accelerates toward Rohn's ship.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Kenobi's eyes are grave.

KENOBI
But be careful, Anakin. The
commander of that ship is strong
with the Dark Side.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

Even as Anakin joins a formation of frigates, the Falling
Star approaches its prey.



INT. FALLING STAR, HANGAR BAY - CONTINUOUS

Kitch, Contana, and the Alien Gunners strap on weapons and
grenades.

KITCH
We drop directly into the bridge.
Take it, hold it long enough to do
the job, and get out. Quick and
clean, got it?

Aye's from the crew as the gear up.

KITCH (CONT'D)
(into comms)
Manx, are we close?



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx is close enough to the bridge or Faal's ship to make out
the crew, gesticulating frantically.

MANX
I'd say so.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Star evades incoming fire from the destroyer as it rushes
the bridge and alights atop it. A boarding tube descends from
the hull.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Manx bolts out of her chair and exits the cockpit.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch and the crew unroll cords from winches and latch them
to their belts. They assemble around a circular lock in the
floor. Kitch holds a blaster rifle.

Manx charges in, grabs a cord of her own, latches in, and
Kitch tosses her the rifle.

MANX
Well, what are we waiting for?

Kitch hits a switch and the lock opens.



INT. FAAL'S SHIP, BRIDGE - CONTINUOUS

A circle is burned instantly into the ceiling, and then a
blast blows open a hole.

A surprised clone crew watches as a few thermal detonators
drop through the breach and skitter across the floor. A
moment, and then a scramble for cover.

BOOM. BOOM, BaBOOM.

In the immediate aftermath of the detonations, Kitch and his
crew drop in on their lines and open fire.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Infinity Lance falls into formation with the Republic
frigates en route to Rohn's destroyer -- itself flanked by
smaller dark destroyers.



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

A frigate captain hails Anakin from his command chair, a
faint smile on her lips.

FRIGATE CAPTAIN
It looks like we have a fighter
escort.

A few of the frigate crew laugh good-naturedly.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin looks earnest.

ANAKIN
Skywalker here in the Infinity
Lance, reporting for duty.



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

The captain looks a little confused.

FRIGATE CAPTAIN
(to her XO)
Sounds like a boy.
(into comms)
On whose orders?

ANAKIN (O.S.)
Under direct orders from General
Kenobi, ma'am.

A pause as the captain looks even more confused.

ANAKIN (O.S.) (CONT'D)
(his pride audible)
I'm his apprentice. Jedi apprentice
ma'am.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin considers whether to continue.

ANAKIN
And if I may offer a report. Those
shields are tough. Real tough. I
think the thrusters are exposed,
but I don't really see her running
for it anyway, you know what I
mean? Ma'am?



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

FRIGATE CAPTAIN
(a bit taken aback)
Roger that. Good hunting.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The frigates converge on Rohn's ship.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

A clone officer straightens his back.

CLONE OFFICER
Commander, we have a squadron of
frigates inbound.

ROHN
Launch reserve fighters and divert
all surplus power to shields. Now
we test this ship's mettle.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The frigates take positions in range of the destroyer --
several rows of heavy Republic firepower, but still dwarfed
by Rohn's dreadnought.

Dozens of enemy AA turrets open up on the Republic ships, and
the frigates return the light fire.



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

The captain's eyes are hard.

FRIGATE CAPTAIN
Fire.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The frigates let loose their big guns. A mighty barrage
peppers Rohn's destroyer, but no damage is visible.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin looks uncertain. He steels himself and dives in.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Lance banks and rolls into a strafing run, above the
plane of his comrades. Anakin fires the particle beam,
dragging it across the hull of Rohn's ship. It doesn't
penetrate.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin looks over his shoulder.

ANAKIN
Not good. Let's try another pass.

But, as he swings about he sees a squadron of enemy fighters
pouring out of the destroyer.

ANAKIN (CONT'D)
How many does he have in there?



INT. FAAL'S SHIP, BRIDGE - CONTINUOUS

In a room full of clone corpses, Kitch takes the helm, while
Alda and one of the gunners work on sealing the hatch to the
bridge. Manx and Gunner Three have taken up positions behind
consoles, blasters trained at the hatch.

A small column of clones double-times it toward the bridge,
but Manx and Gunner Three fell them before they make it in --
Manx dropping the last one late enough that his momentum
carries his body through the hatch.

Alda gives her a look over his shoulder.

ALDA
Cutting it a little close, aren't
we?

MANX
(raising an eyebrow)
Then shut the door already.

Kitch swings the ship about, the cloner sliding into view and
landing dead center.

KITCH
Here's hoping they repaired that
cannon.

Kitch flips a switch.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The giant cannon emerges from the destroyer's hull.



INT. FAAL'S SHIP, BRIDGE - CONTINUOUS

Kitch laughs.

KITCH
I like it a whole lot better from
over here. Alda, would you like the
honor?

ALDA
Give me a few more seconds.

KITCH
(smiling)
Sorry.

He fires the cannon.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The blast from the cannon is truly epic, a huge, brilliant
bolt of energy blazing across the distance from the destroyer
to the cloner.

It's a direct hit, and a series of explosions erupt across
the cloner's hull, but the damage is less than catastrophic.

Manx watches over her shoulder. She looks quizzically at
Kitch, who shrugs.

KITCH
Guess we would have made it.

MANX
Don't tell Heph. He was very proud.

Alda and the gunner seal the hatch. Alda slaps some
explosives on it -- a booby trap -- and approaches Kitch.

ALDA
So, I guess it's Plan B.

KITCH
My favorite plan.

Kitch locks in the destroyer's heading and sets thrust to
maximum. He and his crew head back to the breach and reattach
their lines. Kitch hits a button on his belt, and the winches
pull them all up and out.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Republic frigates hold formation, even as they are
swarmed by clone fighters. Swivel guns track the bogeys as
best they can, but between the fighters and Rohn's destroyer
the losses begin to mount.

And worst of all, the frigate's fire is still not
penetrating.

The Infinity Lance really does constitute a one-man fighter
escort, though. It seems to be everywhere all at once, lasing
through clone ships with abandon.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn looks pleased, as he views a holographic representation
of the action.

ROHN
And soon their fleet will be so
much dust. Our clones will travel
to the surface unopposed, the
planetary shield will fall again,
and the Jedi will be swept away
like vermin by a flood.

CLONE OFFICER
Commander! Lord Faal's ship!

ROHN
What about it?

Rohn replaces the hologram of his ship with that of Faal's
and its surroundings. He can see what's happening.

ROHN (CONT'D)
No.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Falling Star detaches from the destroyer and thrusts to a
safe distance.



INT. FALLING STAR, COCKPIT - CONTINUOUS

Kitch grins widely as he and Manx pilot to safety.

MANX
I knew you were disappointed the
first time around. You love a good
crash.

KITCH
But not from the front row. And not
without my first mate.

Kitch winks at her and starts flipping switches.

MANX
What are you doing, Cap?

KITCH
Autopilot.

MANX
There's a war on in case you
haven't noticed.

KITCH
It's just for a second.

Kitch unstraps and holds out a hand.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn turns from the hologram to the viewing panel. He can see
the impending disaster with his own eyes. It won't be long
now.

ROHN
(into comms)
Open it! Or I will open you.



INT. FAAL'S SHIP, PASSAGEWAY - CONTINUOUS

A unit of clones works to unseal the hatch to the bridge.

CLONE SOLDIER
(into comms)
We have it now.

A clone subordinate activates the door control. The hiss of
the opening hatch is followed by an explosion.

Those closest to the hatch are incinerated, but the clone
with the communicator and a few others survive. They stagger
to their feet and take the bridge.



INT. FAAL'S SHIP, BRIDGE - CONTINUOUS

It's too late. The cloner looms very large in the viewing
panel.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn quivers with rage, his eyes red and moist. He stares at
his ships in horror. They collide in a brilliant flash.



INT. FALLING STAR, AFT VIEWING DECK - CONTINUOUS

The crew is assembled, Manx and Kitch side by side, the
explosion framed perfectly before them.

The crew laughs, hoots, hugs. Alda pats his eep on the head.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The explosion continues, awesome to behold. Clone transports
too near the blast are engulfed.



INT. FALLING STAR, PASSAGEWAY - CONTINUOUS

Kitch and Manx head back toward the cockpit, Kitch's comm in
hand.

KITCH
Captain Kitch reporting. Scratch
one command ship and one cloner.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Applause all around, as the two ships vanish from the
holographic battle map.

LEORE
Copy that, Captain. Well done!

KENOBI
Bloody amazing!

ELSPET
We're going to win aren't we?

ORGANA
I think so, my love.

KENOBI
(into comms)
I owe you one, my friend.

KITCH (O.S.)
One?! You cheap son of a gundark.

Laughter all around, but Mothma's eyes drift to the window,
and Kenobi's follow.

MOTHMA
Won, but not over.

KENOBI
No.



INT. ROHN'S SHIP, BRIDGE - CONTINUOUS

Rohn turns his back to the viewing panel, and marches toward
the exit.

CLONE OFFICER
Orders, commander?!

ROHN
(still walking)
We are lost. Kill as many as you
can. I must report our defeat.

CLONE OFFICER
Commander?

ROHN
Kill, and then die. That is all.

Rohn passes through a hatch and off the bridge.



EXT. ALDERAAN, CAPITAL CITY - CONTINUOUS

The fighting in the city is chaotic. Republic troops arrive
from the same direction as the clones. There is no order or
clear objective other than survival.

The handmaiden and her family continue to hold their
apartment, firing from windows. On the street below, a clone
rocket team readies their heavy shoulder-mounted weapon and
takes aim.



INT. HANDMAIDEN'S APARTMENT - CONTINUOUS

The handmaiden's father sees the plasma bazooka pointed in
their direction.

HANDMAIDEN'S FATHER
Get back. Everybody back!

He turns from the window, but it is too late. He, his wife,
and one of their sons are caught in the blast.

The handmaiden and her other brother, firing from a different
window are knocked back and dazed, debris falling around
them.

Stunned and woozy, the handmaiden surveys the corpses of her
family. He brother finds his feet and rushes the gaping hole
in the wall, blaster in hand.

The handmaiden screams for him, but he ignores her... and is
dropped by blaster fire.



EXT. ALDERAAN, CAPITAL CITY - CONTINUOUS

Odo Luff glances back at the ruins of the handmaiden's
apartment -- more casualties.

The rocket team takes aim at another nest, but as the
projectile leaves the launcher, Luff stops it mid-air with a
wave of his hand and flings it back at them. They are killed
instantly.

Luff quickly ducks behind a building, taking a moment while
he is out of the line of fire. He puts fingers to his temple.

ODO (V.O.)
Obi Wan, I don't know how much more
we can take.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Obi Wan is watching the field of battle. The battle rages on,
but the stream of clones into the city, past the trenches,
has been stemmed.

KENOBI (V.O.)
Stand firm, Odo. There will be no
more reinforcements, so stay alive
and save as many as you can,
because it is only a matter of
time.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The frigates continue their fruitless assault on Rohn's ship,
and one more of them succumbs to enemy fire.



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

The captain grips the arms of her chair.

FRIGATE CAPTAIN
Analytics. Report!

REPUBLIC TECH OFFICER
There's a weak point, at the shield
generator itself -- sort of like a
funnel emanating from that single
point. Readying visual.

A hologram appears in front of the captain's chair. An energy
field surrounds Rohn's ship, but it originates from a tiny
spot atop the ship, about midway down the length of it. It
looks kind of like a navel.

FRIGATE CAPTAIN
Damn, that's small.

In the viewing panel a pair of fighters materialize, heading
straight for the helm in kamikaze run. The captain winces in
anticipation.

Suddenly, the Infinity Lance appears and destroys the clone
fighters with a sweep of its particle beam.

FRIGATE CAPTAIN (CONT'D)
Skywalker!



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin nods as he leaves the explosions in his wake.

FRIGATE CAPTAIN (O.S.)
Thanks for that. We need to take
out the shields on this destroyer
or we'll never bring her down. And
I think you're just the pilot for
it.

ANAKIN
Happy to help, ma'am.

FRIGATE CAPTAIN (O.S.)
The shield generator's located on
top of the ship, about halfway
between bow and stern. We'll send
you the targeting data now.

ANAKIN
No good, ma'am, the Lance isn't
equipped for that sort of thing,
but I'll find it, I promise.

FRIGATE CAPTAIN (O.S.)
The target's miniscule, and
practically invisible -- if you're
off by an inch...

ANAKIN
Then, it's a good thing you're
sending a Jedi.

Anakin pulls back on the stick.

ANAKIN (CONT'D)
(to himself)
You sound like an idiot.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Lance jets up and out of sight, climbing high into space,
leaving the battle far behind.



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

The captain strains to see Anakin's departing fighter.

REPUBLIC TECH OFFICER
Where's he going?

The captain just shakes her head.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

Canaris helps a wounded Jedi to his feet with one hand, while
deflecting laser fire with the other.

CANARIS
On your feet now. It's almost over.

The Jedi nods back with appreciation and determination. As
Canaris returns the nod, he spies, well behind the wounded
Jedi, Donzin Faal.

Faal duels another Jedi. Pulling him violently in with the
Force, Faal grabs him by the throat and raises him off his
feet. A quick snap, and Faal discards the limp body.

Canaris sneers, and begins cutting his way toward Faal. Faal
notices Canaris just as the Jedi is encircled by a unit of
clones.

Canaris returns the stare and clears away the pack of
surrounding clones with a violent blast of Force energy.

CANARIS (CONT'D)
Donzin Faal!

FAAL
Jardin Canaris, my old comrade.

CANARIS
I call you to account!

FAAL
I do not recognize your authority.

CANARIS
You will submit or you will die.
The murder of our master will not
go unpunished.

FAAL
We shall see.

Faal grips his lighstaber in both hands and runs at Canaris.
Canaris runs toward Faal, and then their lightsabers meet in
a flash of light.

Canaris and Faal trade blows, the rapidity of their strikes
gradually increasing beyond human capabilities. A massive
swing from Faal drives Canaris to his knees and sends him
sliding back a dozen feet, until he comes to a stop against a
small mound of upturned earth.

Faal roars, and Canaris shakes it off.

CANARIS
Why did you do it, Donzin? He took
you in. Sheltered you, trained you,
trusted you. I trusted you.

FAAL
Had he not, I may never have been
able to destroy him.

CANARIS
But why? To what end?

FAAL
The Dark Side called, and I obeyed.

CANARIS
Can evil be so simple?

FAAL
So very simple. And so very
powerful.

CANARIS
I'll kill you!

Canaris leaps into the air, closing the entire distance
between them, and brings his lightsaber down heavily.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Infinity Lance climbs high into the stars, leaving the
battle and Rohn's ship far below.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin takes a breath.

ANAKIN
Okay. Here we go.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Lance stalls, rolls, and dives straight down.



INT. ROHN'S SHIP, HOLO-COMMUNICATION DECK - CONTINUOUS

Rohn kneels before the giant display of the High Suzerain's
bust, still framed as to obscure our view.

ROHN
We are defeated, High Suzerain. My
failure is total.

HIGH SUZERAIN PRIME
Your failures are mine, brother.

ROHN
The Jedi, they...

HIGH SUZERAIN PRIME
I understand.

ROHN
Was this not foreseen?

HIGH SUZERAIN PRIME
No. Yes. I do not know. Perhaps I
have failed to divine the greater
design of the Dark Side.

ROHN
I have instructed my forces to
fight to the death. What are your
instructions for me?

HIGH SUZERAIN PRIME
The very same. Make your way to the
castle. Kill the king and queen of
Alderaan. This first blow may yet
sting. I pity you that you shall
not see what will follow.

ROHN
As you command. It is enough that
you will see it. My eyes are yours,
my lord, my brother, my... father.

With that, we finally see the face of the High Suzerain. It
is Rohn's.

HIGH SUZERAIN PRIME
Die well, my son.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Falling Star speeds toward the formation of frigates and
Rohn's destroyer.



INT. FALLING STAR, COCKPIT - CONTINUOUS

The view from the cockpit clearly illustrates the Republic's
firepower deficit. The frigates can only manage superficial
damage.

Another frigate goes down.

KITCH
Blast it, she's tough.

MANX
And no way we're boarding her in
the middle of this mess.

KITCH
That sounds like a dare to m--

MANX
Wait, what's that?

A faint red beam has appeared atop the destroyer shooting
straight up into space. It begins to increase in brightness
and concentration.

KITCH
Skywalker.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Behind Anakin's closed lids, his eyes roll side to side.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Lance dives, dives, dives, executing a slow, graceful
pirouette -- the particle beam unerring. Rohn's ship is just
a speck below, but growing larger.



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

The tech officer can't believe what he's seeing.

REPUBLIC TECH OFFICER
He's right on it, ma'am. Twenty
kilometers out and right on it.

REPUBLIC FRIGATE CAPTAIN
(under her breath)
Come on, kid.



INT. ROHN'S SHIP, PASSAGEWAY - CONTINUOUS

Rohn thunders down a corridor, a unit of elite clones falling
in behind him from an adjoining passageway. A hatch hisses
open in front of him, revealing a massive hangar bay.



INT. ROHN'S SHIP, HANGAR BAY - CONTINUOUS

Ships launch, soldiers and crew scurry to and fro, but all
who find themselves in Rohn's path clear the way and stand at
attention. The line of clones on either side of Rohn and his
personal guard frame his destination -- a jet-black cruiser.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Lance continues its dive. Far below, the beam terminates
mere inches above the exterior of Rohn's ship. The otherwise
invisible shield begins to glow at the point of impact.

As the Lance draws closer, some wreckage obstructs its
vector. It maneuvers easily around the debris.



INT. INFINITY LANCE, COCKPIT - COCKPIT

Anakin's eyes are still closed and his face serene, even as
he dodges debris.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The particle beams sways off target ever so slightly, this
way and that, as the Lance avoids wreckage. As it does, the
termination point of the beam jumps significantly farther
from hull of the ship, demarcating for us the shape of the
shield and highlighting the tininess of the target.

Above, the Lance passes through the debris field.



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

The tech officer's eyes are glued to the holographics.

REPUBLIC TECH OFFICER
Enemy shields failing, ma'am. He's
punching through.

FRIGATE CAPTAIN
All frigates, discontinue cannonade
and ready for a salvo.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The shields of Rohn's destroyer glow red hot at the point of
impact and then flash a brilliant white.



INT. ROHN'S SHIP, PASSAGEWAY - CONTINUOUS

Clones scatter as the particle beam drills a whole in the
ceiling and tears through the floor.



INT. ROHN'S SHIP, HANGAR BAY - CONTINUOUS

Rohn's cruiser and a small fighter escort take off as the
Lance's particle beam shoots through the cavernous hangar
like a thin red column, destroying an outbound fighter craft.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Lance is almost on top of Rohn's ship now, the beam
cutting straight through the behemoth.



INT. REPUBLIC FRIGATE, HELM - CONTINUOUS

The tech officer turns to face the captain.

REPUBLIC TECH OFFICER
Shields down!

REPUBLIC FRIGATE CAPTAIN
Fire!



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Falling Star flies over the formation of frigates as they
unleash a simultaneous barrage of artillery. Explosions tear
at the structure of the dark destroyer.

The Star too fires a broadside, generating the largest
explosion yet and breaking the destroyer's back.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin's eyes snap open and he releases the trigger. Rohn's
ship rushes toward him, explosions rocking its starboard
side. Anakin jerks the controls hard.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Infinity Lance buzzes the port side of Rohn's ship as
fire bursts through the hull from the interior.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin looks over his shoulder as he continues his dive,
Rohn's ship disintegrating behind him.

ANAKIN
Wooohoooohoo!

Facing front again, Anakin sees Rohn's cruiser. His face
falls. He senses something dark, disturbing. His fear and
revulsion turn to determination.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

More celebration, but Obi Wan has his back to the crowd and
his hand to his temple. Anakin's voice can be heard, faint
and echoey.

ANAKIN (V.O.)
Master Kenobi... the enemy
commander... in my sights. It's
him... know it.

KENOBI (V.O.)
Anakin, do not engage. He's too
powerful.

ANAKIN (V.O.)
Heading for the surface. I can take
him.

KENOBI (V.O.)
Anakin, listen to me. He's a master
of the Dark Side. You're no match
for him. Anakin.
(aloud)
Anakin!



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin shakes his head. He looks grim, angry.

ANAKIN
You said it yourself, when I'm
inside this ship, I have no match.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

The Lance comes up on Rohn's tail. The particle beam makes
contact with Rohn's cruiser, but it glances off as the ship
takes quick evasive action.

As Anakin course-corrects, the beam sweeps through and
destroys one of Rohn's escorts.



INT. ROHN'S CRUISER, HELM - CONTINUOUS

Rohn pilots the ship himself.

ROHN
Strong with the Force, this one,
but a mere babe.

Rohn puts a single finger between his eyes, shuts them,
clenches his jaw.



INT. INFINITY LANCE, COCKPIT - CONTINUOUS

Anakin's eyes roll back, and then he screams and grabs his
head. Wracked with pain, he passes out, his head slumping
against the glass of the cockpit.



INT. ROHN'S CRUISER, HELM - CONTINUOUS

Rohn opens his eyes and returns his hands to the controls.

ROHN
A lullaby for you.



EXT. SPACE, OFF ALDERAAN - CONTINUOUS

Rohn's cruiser speeds toward Alderaan throwing off sparks
where Anakin hit it.

The Lance plummets behind it, off-kilter, unmanned, but also
heading for the planet's surface.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

The clone ranks have thinned considerably -- the Jedi are
mopping up now.

In the tall, blue grass, Faal and Canaris strike at each
other wearily. A blow from Canaris sends Faal reeling. As he
steadies himself, Faal makes a gripping gesture and Canaris
begins to choke, his eyes wide with panic.

As Canaris watches Faal laugh, something shifts in him, his
eyes narrowing into slits. No longer straining for air, he
relaxes into Faal's grip and begins to take slow, deep
breaths, even as Faal struggles to maintain his hold.

CANARIS
Is that all the Dark Side has to
offer?

FAAL
Think Canaris, was I ever a match
for you before? You, the perfect
student. And yet today, you doubt
whether you'll survive. You're
right to doubt it. Your anger
weakens you, but it makes me
strong.

CANARIS
Funny, I don't feel weak.

The duel resumes.

Above them, Rohn's cruiser descends toward the castle.
Seconds behind, and falling much more rapidly, the Infinity
Lance's trajectory suggests a crash in the middle of the
city.



EXT. ALDERAAN, CAPITAL CITY - CONTINUOUS

The fighting is hot and heavy here.

Odo Luff uses the Force to topple a crumbling bit of statuary
atop a small unit of clones. Looking up, he sees the Lance
barreling down.

ODO
Anakin.

Luff drops to one knee and extends both arms out in front of
him in a pushing gesture -- slowing the Lance's descent,
righting its orientation.

The ship hits the ground hard but doesn't break apart. The
Lance loses a bit of wing as it skids to a stop in the middle
of a tiled square, a few hundred feet from Luff's position.

Luff takes off at run, but is knocked to the ground by an
exploding facade -- a university building perhaps. Shaking it
off, Luff sees that the source of the blast is a large
armored vehicle, like a tank atop six spherical wheels.

Luff looks at the tank, looks toward Anakin's position, back
at the tank. In the distance, he spies the Sensei -- occupied
by some clones, but relatively unencumbered.

Dodging another blast from the tank -- this one aimed at him
- Luff closes his eyes for just a moment.

The Sensei, fighting alongside a few of her pupils,
dispatches the last of the clones in her immediate vicinity,
then pauses as she hears Luff's projected thoughts.

ODO (V.O.) (CONT'D)
The fighter that went down... It's
Kenobi's apprentice.

The Sensei nods and makes for the Lance, its location easily
marked by a column of smoke. Approaching the wreckage, she
flings the canopy off with the Force, and reaches into the
cockpit to pull out an unconscious Anakin.

She pulls off his helmet and places her hand on his forehead.
Anakin's eyes flutter open. She smiles at him, and he back at
her -- but then he sees something behind her.

ANAKIN
Look out!

The Sensei shields Anakin with her body, and then there is a
blinding flash of light and a cloud of thick smoke.
As the smoke begins to clear Anakin sits up, rolls the Sensei
off of him.

He shakes her, and keeps shaking, desperately, but she does
not rouse.

ANAKIN (CONT'D)
On no. No, no.

And then, the cloud of smoke dispels completely, and Anakin
is kneeling on the ground next to the wreck of his ship and
the corpse of a brave Jedi -- the massive barrel of a tank's
main gun pointed straight at him.

He braces for the worst, but suddenly, the tank is completely
upended, rolling over onto its roof and sliding into the side
of a building which collapses on top of it.

Odo comes running around the corner.

ODO
Anakin, are you alright?

ANAKIN
She's dead.

ODO
Bastards.

ANAKIN
It's my fault.

ODO
Stop it, boy.

ANAKIN
(blubbering)
I didn't listen to him. I should
have listened, and I got her
killed.

Odo nods as if he somehow understands the whole story, and
maybe he does.

ODO
Then you get up, and you make sure
she didn't die for nothing. With me
now.

Odo helps Anakin to his feet, then turns his back and runs
off into the fray. Anakin wipes tears and snot from his
bruised and bloodied face.

Something catches his eye -- a flash of yellow. Turning to
look, he sees the handmaiden running for cover, a group of
four clones in pursuit.

He looks down at the dead Jedi at his feet, sees her
lightsaber on the ground. For those of us in the know, we
recognize it as Luke's father's lightsaber.

Odo turns to say something to Anakin, and discovers he's not
there.



EXT. ALDERAAN CASTLE - CONTINUOUS

Rohn leads his elite troopers along the battlements, his
cruiser and a litter of corpses behind him on a landing pad.
He easily dispatches a few royal guardsman in his path.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Organa watches the battle in the city anxiously.

ORGANA
Damn it, Leore, your men are
useless.

LEORE
How dare you? My soldiers are dying
out there for your pack of artists
and philosophers.

ELSPET
Watch your tone, General, you
address a king!

Kenobi stands with his back to the altercation, still, eyes
closed, searching. His eyes suddenly snap open.

KENOBI
Quiet, all of you, and arm
yourselves.

LEORE
Are you joking? You mean for us to
lead a sortie?

KENOBI
The enemy commander is here, and he
is a master of the Dark Side.

ORGANA
But, the palace is too well
guarded.

KENOBI
Not well enough.

Kenobi makes for the exit.

MOTHMA
Where are you going, Obi Wan?

KENOBI
To meet him.



EXT. ALDERAAN, CAPITAL CITY - CONTINUOUS

The handmaiden turns a corner and takes cover behind a wall.
Kneeling, she brings her blaster up to her shoulder and peaks
around the corner. The five pursuing clones stop to take aim
at her.

The handmaiden drops one with a well-aimed shot but a volley
of return fire sends her back behind the wall, her blaster
shot from her hands -- a smoking ruin on the ground.

She turns to run, but it's a dead end alley. The three
remaining clones make the turn and raise their weapons, and
suddenly one of them stumbles hard as if struck in the head.
He falls into the other two, throwing everyone off balance.

And then Anakin appears around the corner and cuts one of
them down with his bright blue lightsaber. The remaining two
back up a few steps and draw. With a gesture, Anakin delivers
an invisible punch to the nearest clone's face, snapping his
head back.

With a pulling gesture, Anakin yanks the second clone's
blaster from his hand, striking the first one in the back of
the head, and knocking him forward. Anakin staggers him
further with a series of Force blows -- head, gut, head, leg
- as the other one scrambles for his lost weapon.

Anakin rushes the dazed clone and slashes him across the
chest. As he turns to finish off the last one, he sees the
handmaiden pointing the clone's blaster right at its owner.
She pulls the trigger as Anakin watches with appreciative
awe.



EXT. ALDERAAN CASTLE, BATTLEMENTS - CONTINUOUS

Kenobi and Rohn meet face to face on a bridge between two
towers. One of Rohn's elites fires a blast at Kenobi. Obi
Wan's lightsaber ignites, deflects the blast back at the
trooper, and is hung back on his belt in one deft motion.

Rohn raises an eyebrow in appreciation as the trooper falls
limply off the bridge behind him.

ROHN
(to his elites)
Advance to throne room. I will
follow.

The elites charge forward and so does Rohn, striking at
Kenobi as the clones rush past. Even as Kenobi defends
against the onslaught of Rohn's red lightsaber, he manages to
fell two of the elites, but the rest of the unit makes it
past.

Kenobi and Rohn trade blows -- Rohn on the offensive with
lightning quick strikes, always met by a cool and steady Obi
Wan. Kenobi parries an attack, and Rohn glides back 20 feet,
his toes skimming the surface of the bridge in elegant
retreat.

As soon as he stops moving, Rohn raises his off-hand, and
flames shoot forth. Obi Wan looks surprised -- he's never
seen that one before -- but he manages to back-flip out of
the attack's range, just in the nick.

Rohn sneers. Kenobi smirks serenely.

KENOBI
You can't win, you know.

ROHN
The battle is lost, true, but the
war has just begun. And there's
still the matter of this little
contest.

Kenobi squints, searching his opponent's mind.

KENOBI
Otto Rohn... that's right, isn't
it? I've heard the name before.
What do you want?

ROHN
The galaxy.

KENOBI
To do with as you please? You, a
few of your apostate friends, and
your clone armies?

ROHN
You are amazing. All the trouble
you've caused, yet you understand
nothing.

KENOBI
I understand there's nothing lower
than a fallen Jedi.

ROHN
But, I am no mere fallen Jedi. I am
a true servant of the Dark Side.

KENOBI
Words.

ROHN
Only one word: Sith.

And now it is Obi Wan who attacks.



EXT. ALDERAAN, CAPITAL CITY - CONTINUOUS

Anakin and the handmaiden fight in the streets -- he with his
new lightsaber in one hand, blaster pistol in the other, and
limited Force arsenal, and her with her clone rifle and
newfound fury. They make a good team.



EXT. ALDERAAN, BATTLE FIELD - CONTINUOUS

Canaris and Faal continue their fight, but they are tired,
ragged, desperate. Faal is gaining the upper hand,
overwhelming the slight Canaris with his brute strength.

Faal rains blows down upon Canaris, who blocks every one but
is driven down to his knees.

FAAL
(laughing)
Pathetic. You burn with rage, but
you have no idea what to do with
it. You want vengeance, but you'll
never have it.

CANARIS
I hate you.

Faal raises his weapon to deliver the death blow.

FAAL
Not for long.

Canaris' eyes glow darkly. He laughs ruefully, like he's just
unlocked a secret.

Faal looks confused for a moment, but he shrugs it off. He
brings his lightsaber down, but it stops, forzen, inches
above Canaris' head. The bull struggles to move his weapon,
trembling, sweating, but he cannot move it.

Canaris looks up at him and smiles, then strikes upward
knocking Faal's lightsaber out of his hands and toppling the
dark Jedi.

Faal struggles to get up, but one of his arms has been
shattered, and his legs don't seem to work right. Crawling on
hands and knees toward his lightsaber, he reaches out for it,
begins to pull it toward him, but Jardin, up and stalking
toward him, raises a hand and the lightsaber falls back into
the grass.

CANARIS
Oh, I think I'll have my vengeance,
Donzin.

FAAL
Please, Jardin.

CANARIS
You beg?

FAAL
I beg you, yes. Let me go. We've
lost. I'll disappear.

CANARIS
Indeed you will.

Faal flips onto his back raises a hand to shield himself.

FAAL
Mercy.

CANARIS
Mercy? I'm not sure I know what
that means anymore.

FAAL
You're better than this. Yes, you
were always the good one. You're --

Jardin swings his weapon. Blood stains the feathers of his
face.



EXT. ALDERAAN CASTLE, BATTLEMENTS - CONTINUOUS

Kenobi and Rohn battle back and forth across the bridge.
Their fighting styles are not dissimilar -- quick, powerful,
but also halting and quiet, with very little wasted motion.

Rohn has another trick up his sleeve. He dashes quickly
around Kenobi, striking from behind, from the left, from the
right -- moving with such speed he's practically teleporting.

Obi Wan, however, is up to the challenge, anticipating Rohn's
movements, his lightsaber always in the right place, barely.
He calls out as he fights.

KENOBI
The Sith are gone.

ROHN
Then who are you fighting?

KENOBI
The Jedi destroyed you all, long
ago.

ROHN
You know I speak the truth.

Kenobi beats Rohn back for a moment, the brief pause allowing
a quick venture back into Rohn's mind. Then the fighting
resumes.

KENOBI
You are what you say. But I know
you serve another.

ROHN
I serve the Dark Side.

KENOBI
No, you have a master.

ROHN
I am both servant and master.

The two warriors lock lightsabers, faces pressed close.

KENOBI
(realization dawning)
You are a clone.

ROHN
Yes. My sire is a thrall to the
Dark Side. As am I.

KENOBI
Your lord serves only himself.

ROHN
No, you do not see. But I can open
your eyes.

KENOBI
The Dark Side brings only
blindness.

They push off each other, each sliding back to opposite ends
of the bridge. Rohn calls out.

ROHN
You are strong, resourceful, but
you are a fool. If you cannot
defeat me, then I will murder the
Organas...
(a sly smile plays across
his lips)
...and all the others.

KENOBI
That will never happen!

ROHN
Then you will have to summon all of
your wrath, and the moment you slay
me, you will belong to us.

KENOBI
Come on then!

ROHN
Yes.

Rohn and Kenobi sprint toward each other, Rohn's lightsaber
held high and Kenobi's low.

This time, it is Kenobi who reveals a new trick: he runs
right off the side of the bridge, then under it, running
upside down, then back up the other side -- a corkscrew
maneuver right before the moment of collision.

They pass each other, striking as they do, and stop with ten
feet between them, backs to each other.

Rohn drops to his knees, again flashing that sly smile.

ROHN (CONT'D)
How did it feel, Kenobi? To kill
with hate in your heart.

Kenobi turns toward Rohn, approaches him slowly, walks around
to face him. He doesn't look angry. He looks calm and sad.

KENOBI
But I don't hate you. I pity you.

Rohn's face falls.

ROHN
But... how could you have defeated
me?

KENOBI
The Dark Side feeds off of hate,
fear, anger. But I am nourished by
the Force -- all I have to do is
let it in.

ROHN
I don't understand.

KENOBI
I know.

Rohn glares up at Kenobi, then pitches himself over the side
of the bridge. Kenobi watches him fall for a moment, then
suddenly remembers...

KENOBI (CONT'D)
The throne room!



EXT. ALDERAAN, CAPITAL CITY - CONTINUOUS

Anakin and the handmaiden fight on, slaying all nearby
clones. They pause for a moment, thinking they have cleared
the area, but to their left appear a group of clones. They
run right -- more clones. Ahead, behind, they are surrounded.

Anakin and the handmaiden exchange a look of grim
determination -- this is where they die.

All around them, the clones raise their weapons, and...
nothing. They are frozen. Anakin and the handmaiden don't
know what to make of it.

The clones all drop their weapons, almost in unison, and then
their knees buckle, and they thud to the ground, seated and
vacant.

All around the city, all the clones do the same, while the
citizens of Alderaan look on with cautious hope.

Hovering in the air above the streets and rooftops of the
city appear the remaining members of the Jedi council, their
arms and hands in varied gestures of control and focus. A
cheer goes up.

Anakin, straining to see what the commotion is about, spots
Yoda.

ANAKIN
That's Master Yoda! He's my
master's master!

HANDMAIDEN
Your master?

ANAKIN
You and I met just the other day.
Don't you remember?

An awkward silence.

ANAKIN (CONT'D)
What's your name?

HANDMAIDEN
Serai. I'm sorry, yes, I remember
now. I... I lost my whole family.

Serai looks away. Anakin's face falls.

ANAKIN
I'm so sorry. I didn't know. My
name's Anakin Skywalker.

Serai looks back at him, her eyes moist.

ANAKIN (CONT'D)
I'm an orphan too.

As the soldiers, Jedi, and citizenry slowly realize the
battle is over, weapons are dropped, hugs and laughs are
shared, tears fall -- and Anakin and Serai only have eyes for
each other.



INT. ALDERAAN CASTLE, COMMAND CENTER - CONTINUOUS

Obi Wan bursts through the door. The bodies of clone elites
and palace guards litter the floor. The holographic battle
map flickers and sparks.

Weapons slung over their shoulders, Elspet inspects a wound
on Bail's arm while he looks at a cut on her face. They nod
at Obi Wan.

Kenobi nods back distractedly and scans the room. Over in a
corner, he sees a wounded Leore being helped to his feet by
Mon Mothma -- his arm slung around her shoulders.

Kenobi sighs with relief. Mothma sees him and smiles. Kenobi
smiles back.



EXT. ALDERAAN, BATTLE FIELD - SUNSET

The field is dotted with bonfires -- small groups of Jedi
gathering at each one, with a larger crowd of soldiers and
citizenry observing from a polite distance.

Anakin stares into one of the fires, and we see that it is,
in fact, a Jedi funeral pyre. This one belongs to the Sensei.
Next to Anakin are the Sensei's young pupils.

Anakin turns from the fire and sees Obi Wan approaching. When
Obi Wan sees Anakin's sullen look, his face falls a little.
Anakin bows his head and extends his hand toward his master --
borrowed lightsaber in his open palm.

Kenobi closes Anakin's hand over the weapon, and Anakin looks
up at him with surprise, eyes glistening with tears. Anakin
looks tentatively over his shoulder at the Sensei's students,
who nod somberly.

When Anakin turns back, Obi Wan pulls him into a firm
embrace.

Further from the pyres, alone, the shadows and flames playing
on his face, Jardin Canaris glares coldly into the dark. His
face is angry, bitter, his eyes are hard.

Jardin's head tilts like he hears something. He listens for a
moment, then flings his lightsaber to the ground and stalks
off.

Far away, standing before the pyre of Dalu Dalu, Yoda watches
Canaris' departure with sage concern.



EXT. ALDERAAN CASTLE - MORNING

A very large crowd is assembled before the palace. In front
of the throng, the heroes of the battle of Alderaan are
arrayed.

Quintumvirs Mothma and Organa, Elspet Organa, trailed by
Serai, and Tet Leore, supported by space crutches, bestow
medals upon the honorees.

Leore pins a medal on the frigate captain. Elspet does the
same for Odo Luff.

Bail grants awards to a proud Kitch and Manx. He gives
another to Anakin. Serai smiles, and Anakin blushes.

Mothma gives a medal to a bashful Heph, Forbee at his side.
And finally, smiling gently, she presents Kenobi with his.
Kenobi returns the smile, and then looks past her at Yoda.

The old master appears to approve, but he is distracted by
something, disturbed. He looks up and away, studying the sky.

Yoda's thoughts are interrupted by applause. The crowd cheers
and claps -- Alda and the gunners more raucously than most.
The heroes stand at attention and look warmly about at each
other.

It is a good day.

THE END