Episode II 20th anniversary: Script re-write Pt 1 (UPDATED)

[Wald]

In celebration of the second SW prequel, here's a revised draft of the script.
I've put together a revision of the script for what would be a better/improved cut than what we got 2 decades ago.
The main changes throughout are based heavily on the fan-edit; Attack Of The Phantom, together with additional excluded elements reinstated to match the original SW's presentation style. Giving the second prequel the final cut it deserves, and can easily be considered canon.

Red/strike-through: to go
Green/underline: revised
Blue: reinstated/moved

Enjoy:

A vast sea of stars serves as the backdrop for the main
title. War drums echo through the heavens as a rollup
slowly crawls into infinity.

EPISODE II
ATTACK OF THE CLONES

There is unrest in the Galactic Senate several hundred
solar systems have declared their intentions to leave the
Republic.

This separatist movement, under the leadership of Count
Dooku, has made it difficult for the limited number of Jedi
Knights to maintain peace and order in the galaxy.

Senator Amidala, the former Queen of Naboo, is returning to
the Galactic Senate to vote on the critical issue of
creating an Army of the Republic to assist the overwhelmed
Jedi...

EPISODE II
THE REPUBLIC DIVIDED

Thousands of solar systems are leaving the REPUBLIC to
join a movement known as the SEPARATISTS, and the
Senate is growing desperate.

Led by the mysterious tyrant COUNT DOOKU, this
confederacy has made it harder for the smaller group of
Jedi to maintain order in the galaxy.

A decade after leaving Naboo to join the Republic,
SENATOR AMIDALA has returned to vote on the
approval of a GRAND ARMY OF THE REPUBLIC
to assist the Jedi....

PAN UP DOWN to reveal the amber city planet of Coruscant. Two
yellow Naboo Fighters fly OVER CAMERA toward the planet,
followed by a large Naboo Cruiser and one more Fighter.

INTERIOR: NABOO CRUISER - DAWN

The LIEUTENANT and two SECURITY OFFICERS address SENATOR
AMIDALA as the Cruiser nears the planet.

LIEUTENANT: Senator, we're making our final approach in to
Coruscant.

SENATOR AMIDALA: Very good, Lieutenant.

EXTERIOR: CITYSCAPE, CORUSCANT - DAWN

The ships skim across the surface of the city landscape.
The sun glints off the chrome hulls of the sleek Naboo
spacecraft as they navigate between the buildings of the
capital planet.

EXTERIOR: CORUSCANT, LANDING PLATFORM - DAWN

Two Naboo Fighters land on one leaf of a three-leaf-clover
landing platform. The Naboo Cruiser lands on the central
leaf, and the third Fighter lands on the remaining
platform.

A small GROUP OF DIGNITARIES waits to welcome the Senator.

One of the FIGHTER PILOTS jumps from the wing of his ship
and removes his helmet. He is CAPTAIN TYPHO, SENATOR
AMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

CAPTAIN TYPHO: We made it. I guess I was wrong, there was
no danger at all.

The ramp lowers. TWO NABOO GUARDS appear. SENATOR AMIDALA,
ONE HANDMAIDEN (VERSÉ) and FOUR TROOPERS descend the ramp.
AMIDALA is more beautiful now than she was ten years
earlier when, as Queen, she was freeing her people from the
yoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALA
reaches the foot of the ramp, when suddenly there is a
blinding FLASH and a huge EXPLOSION. The DIGNITARIES and
PILOTS are hurled to the ground as the starship is
destroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO
ESCORT PILOTS get up and run to where SENATOR AMIDALA lies
dying. Beyond, ARTOO DETOO drops down from the Naboo
Fighter and rolls toward the wreckage. The FEMALE ESCORT
PILOT kneels by SENATOR AMIDALA and takes off her helmet,
revealing SENATOR PADMÉ AMIDALA.

PADMÉ: Cordé...

She gathers up her decoy double in her arms. Cordé's eyes
open. She looks up at her.

CORDÉ: ...I'm so sorry, M'Lady... I'm... not sure I... I've
failed you, Senator.

CORDÉ: M'Lady, I'm so sorry... I've failed you, Senator.

CORDÉ dies. PADMÉ hugs her.

AMIDALA: No...!

CAPTAIN TYPHO: M'Lady, you are you're still in danger here.

PADMÉ lowers CORDÉ to the ground. She gets up and looks
around at the devastation. There are tears in her eyes.

AMIDALA: I shouldn't have come back.

CAPTAIN TYPHO: This vote is very important. You did your
duty - Cordé did hers. Now come. (she doesn't respond
Senator Amidala, please!

She turns. They walk away. ARTOO lets out a small whimper
and rolls after them.

EXTERIOR: SENATE BUILDING - DAY

The massive Senate Building glistens in the afternoon sun.
Small patches of fog have still to burn off.

INTERIOR: SENATE CHAMBER - DAY

The vast rotunda is buzzing with chatter. MAS AMEDDA, the
Supreme Chancellor's majordomo, tries to quiet things down
as PALPATINE confers with an AIDE, UV GIZEN, riding a small
one-man floating scooter.

MAS AMEDDA: Order! We shall have order! The motion for the
Republic to commission an army takes precedent, and that is
what we will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME
CHANCELLOR PALPATINE steps to the podium.

PALPATINE: ...My esteemed colleagues, excuse me... I have
just received some tragic and disturbing news. Senator
Amidala of the Naboo system has been assassinated!

There is a shock silence in the vast arena.

PALPATINE: This grievous blow is especially personal to me.
Before I became Chancellor, I served Amidala when she was
Queen. She was a great leader who fought for justice, not
only here in this honorable assembly, but also on her home
planet. She was so loved she could have been elected Queen
for life. She believed in public service, and she fervently
believed in democracy. Her death is a great loss to us all.
We will all mourn her as a relentless champion of
freedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR of
MALASTARE, moves his pod into the center of the arena.

ASK AAK: How many more Senators will die before this civil
strife ends! We must confront these rebels now, and we need
an army to do it.

A second pod moves into the center of the area with
DARSANA, the AMBASSADOR of GLEE ANSELM.

DARSANA: Why weren't the Jedi able to stop this
assassination? We are no longer safe, under their
protection.

SENATOR ORN FREE TAA swings forward in his pod.

ORN FREE TAA: The Republic needs more security now! Before
it comes to war.

PALPATINE: Must I remind the Senator from Malastare that
negotiations are continuing with the separatists. Peace is
our objective here... not war.

The SENATORS yell pro and con. MAS AMEDDA tries to calm
things down. SENATOR PADMÉ AMIDALA, with CAPTAIN TYPHO, JAR
JAR, and DORMÉ, maneuver her pod into the center of the
vast arena.

AMIDALA: My noble colleagues, I concur with the Supreme
Chancellor. At all costs, we do not want war!

The Senate goes quiet, then there is an outburst of
cheering and applause.

PALPATINE: It is with great surprise and joy the chair
recognizes the Senator from Naboo, Padmé Amidala.

PADMÉ: Less than an hour ago, an assassination attempt was
made against my life. One of my bodyguards and six others
were ruthlessly and senselessly murdered. I was the target
but, more importantly, I believe this security measure
before you, was the target. I have led the opposition to
build an army... but there is someone in this body who will
stop at nothing to assure its passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADMÉ: I warn you, if you vote to create this army, war
will follow. I have experienced the misery of war
firsthand; I do not wish to do it again.

There is sporadic yelling for and against her statements.

PADMÉ: Wake up, Senators... you must wake up! If we offer
the separatists violence, they can only show us violence in
return! Many will lose their lives. All will lose their
freedom. This decision could very well destroy the very
foundation of our great Republic. I pray you, do not let
fear push you into a disastrous decision. Vote down this
security measure, which is nothing less than a declaration
of war! Does anyone here want that? I cannot believe they
do.

There is an undercurrent of booing... and groaning. SENATOR
ORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA: My motion to defer the vote must be dealt
with first. That is the rule of law.

AMIDALA looks angry and frustrated. PALPATINE gives her a
sympathetic look.

PALPATINE: Due to the lateness of the hour and the
seriousness of this motion, we will take up these matters
tomorrow. Until then, the Senate stands adjourned.

EXTERIOR: EXECUTIVE QUARTERS BUILDING - DAY

The giant towers of the Republic Executive Building seem to
reach the heavens. Traffic clogs the smoggy sky.

INTERIOR: CHANCELLOR'S OFFICE - DAY

CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD
ROYAL GUARDS on either side of the door. YODA, PLO KOON,
KI-ADI-MUNDI, and MACE WINDU sit across from him. Behind
them stand the Jedi LUMINARA UNDULI and her Padawan,
BARRISS OFFEE.

PALPATINE: I don't know how much longer I can hold off the
vote, my friends. More and more star systems are joining
the separatists.

MACE WINDU: If they do break away -

PALPATINE: I will not let this Republic that has stood for
a thousand years be split in two. My negotiations will not
fail!

MACE WINDU: If they do, you must realize there aren't
enough Jedi to protect the Republic. We are keepers of the
peace, not soldiers.

PALPATINE: Master Yoda, do you think it will really come to
war?

YODA closes his eyes.

YODA: Worse than war, I fear... Much worse.

PALPATINE: What?

MACE WINDU: What do you sense, Master?

YODA: The Dark Side clouds everything. Impossible to see,
the future is. But this I am sure of - (opens his eyes) Do
their duty, the Jedi will.

YODA: Hmm, the dark side clouds everything. (opens his eyes)
Impossible to see the future is.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC,
appears on the Chancellor's desk.

DAR WAC: (in Huttese) The loyalist committee has arrived,
my Lord.

PALPATINE: Good. We will discuss this matter later. Send
them in.

DAR WAC: (in Huttese) Your Honor, the Loyalist Committee
has arrived.

PALPATINE: Good.

DAR WAC: (in Huttese) Should I let them wait outside?

PALPATINE: Send them in. We will discuss this matter later.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, MAS
AMEDDA, DORMÉ, and SENATORS (BAIL ORGANA, JAR JAR BINKS and
HOROX RYYDER) and their ATTENDANTS enter the office. As
YODA and MACE WINDU move to greet the SENATOR, YODA taps
AMIDALA with his cane.

YODA: Padmé, Senator Amidala, your tragedy on the
landing platform, terrible. With you the force is strong... young Senator.
Seeing you alive brings warm feeling to my heart.

PADMÉ: Thank you, Master Yoda. Do you have any idea who was
behind the attack?

MACE WINDU: Our intelligence points to disgruntled spice
miners, on the moons of Naboo.

PADMÉ: But I think that Count Dooku was behind it.

There is a stir of surprise. They look at one another.

KI-ADI-MUNDI: He is a political idealist, not a murderer.

MACE WINDU: You know, M'Lady, Count Dooku was once a Jedi.
He couldn't assassinate anyone. It's not in his character.

YODA: In dark times nothing is what it appears to be, but
the fact remains for certain, Senator, in grave danger you
are.

PALPATINE gets up, walks to the window, and looks out at
the vast city.

PALPATINE: Master Jedi, may I suggest that the Senator be
placed under the protection of your graces.

BAIL ORGANA: Do you think that is a wise decision during
these stressful times?

PADMÉ: Chancellor, if I may comment, I do not believe
the...

PALPATINE: ..."situation is that serious." No, but I do,
Senator.

PADMÉ: Chancellor, please! I don't want any more guards!

PALPATINE: I realize all too well that additional security
might be disruptive for you, but perhaps someone you are
familiar with... an old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU: That's possible. He has just returned from a
Border dispute on Ansion.

PALPATINE: You must remember him, M'Lady... he watched over
you during the blockade conflict.

PADMÉ: This is not necessary, Chancellor.

PALPATINE: Do it for me, M'Lady, please. I will rest
easier. We had a big scare today. The thought of losing you
is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU: I will have Obi-Wan report to you immediately,
M'Lady.

PADMÉ: Thank you, Master Windu.

YODA leans into her ear.

YODA: Too little about yourself you worry, Senator, and too
much about politics. Be mindful of your danger, Padmé.
Accept our help.

The JEDI leave the office.

EXTERIOR: APARTMENT BUILDING - TWILIGHT

A graceful skyscraper twinkles in the evening light of
Coruscant.

INTERIOR: APARTMENT BUILDING ELEVATOR - TWILIGHT

ANAKIN and OBI-WAN ride in a windowed elevator attached to
the outside of the Senate Building. They are on their way
to SENATOR AMIDALA'S apartments. ANAKIN nervously
rearranges his robes.

OBI-WAN: You seem a little on edge, Anakin.

ANAKIN: Not at all.

OBI-WAN: I haven't felt you this tense since we fell into
that nest of gundarks.

ANAKIN: You fell into that nightmare, Master, and I rescued
you, remember?

OBI-WAN: Oh yeah. (they laugh) You're sweating. Relax. Take
a deep breath.

ANAKIN: I haven't seen her in ten years, Master.

OBI-WAN: She's not the Queen anymore, Anakin.

ANAKIN: That's not why I'm nervous.

INTERIOR: APARTMENT BUILDING, APARTMENT CORRIDOR - TWILIGHT

The door to the apartment slides open. JAR JAR walks into
the corridor, where TWO JEDI are exiting the elevator. He
recognizes OBI-WAN and becomes extremely excited, jumping
around, shaking his hand.

JAR JAR: Obi! Obi! Obi! Mesa sooo smilen to seein yousa.
Wahooooo!

OBI-WAN smiles.

OBI-WAN: It's good to see you, too, Jar Jar.

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR: ...and this, I take it, is your apprentice...
Noooooooo! Annie? Noooooooo! Little bitty Annie? (Looks at
Anakin) Noooooooo! Yousa so biggen! Yiyiyiyyi! Annie!!

ANAKIN: Hi, Jar Jar.

JAR JAR grabs hold of ANAKIN and envelops him in a big hug.

JAR JAR: Shesa expecting yousa. Annie... Mesa no believen!

INTERIOR: SENATE BUILDING, APARTMENT - EVENING

PADMÉ is in a conference with CAPTAIN TYPHO and DORMÉ. JAR
JAR enters the room, followed by the TWO JEDI.

JAR JAR: Mesa here. Lookie... lookie... Senator. Desa Jedi
arriven.

PADMÉ and TYPHO rise as OBI-WAN and ANAKIN stop before the
SENATOR. OBI-WAN steps forward. ANAKIN stares at PADMÉ. She
glances at him.

OBI-WAN: It's a great pleasure to see you again, M'Lady.

PADMÉ walks over to OBI-WAN and takes his hand in hers.

PADMÉ: It has been far too long Master Kenobi. I'm so glad
our paths have crossed again... but I must warn you that I
think your presence here is unnecessary.

OBI-WAN: I'm sure the Jedi Council has their reasons.

She moves in front of faces ANAKIN.

PADMÉ: Annie? (stares) My goodness, you've grown.

They look at each other for a long moment.

ANAKIN: (trying to be smooth) So have you... grown more
beautiful, I mean... and much shorter... Well, for a Senator, I
mean.

OBI-WAN looks disapprovingly at his apprentice. PADMÉ
laughs and shakes her head.

PADMÉ: Oh Annie, you'll always be that little boy I knew on
Tatooine.

This embarrasses ANAKIN, and he looks down. OBI-WAN and
CAPTAIN TYPHO smile.

OBI-WAN: Our presence will be invisible, M'Lady, I can
assure you.

CAPTAIN TYPHO: I'm very grateful you're here, Master
Kenobi. I'm Captain TYPHO, head of Her Majesty's security
service. Queen Jamillia has informed you of your
assignment. The situation is more dangerous than the
Senator will admit.

CAPTAIN TYPHO: I'm Captain Typho of Her Majesty's
security service. Queen Jamillia has been informed of
your assignment. I am grateful you are here, Master
Kenobi. The situation is more dangerous than the
senator will admit.

PADMÉ: I don't need more security, I need answers. I want
to know who is trying to kill me.

OBI-WAN: (frowning) We're here to protect you Senator, not
to start an investigation.

ANAKIN: We will find out who's trying to kill you Padmé, I
promise you.

He's done it again. He bites his lip in frustration and
shame. OBI-WAN gives ANAKIN a dirty look.

OBI-WAN: We will not exceed our mandate, my young Padawan
learner!

ANAKIN: I meant in the interest of protecting her, Master,
of course.

OBI-WAN: We will not go through this exercise again,
Anakin. And you will pay attention to my lead.

ANAKIN: Why?

OBI-WAN: What??!!

ANAKIN: Why else do you think we were assigned to protect
her, if not to find the killer? Protection is a job for
local security... not Jedi. It's overkill, Master.
Investigation is implied in our mandate.

Awkward silence.

OBI-WAN: We will do exactly as the Council has instructed,
and you will learn your place, young one.

PADMÉ: Perhaps with merely your presence, the mysteries
surrounding this threat will be revealed. Now, if you will
excuse me, I will retire.

Everyone gives AMIDALA a slight bow as she and DORMÉ leave
the room.

TYPHO: Well, I know I feel a lot better having you here.
I'll have an officer situated stationed on every floor and I'll be at
in the control center downstairs.

JAR JAR: Mesa busten wit happiness seein yousa again,
Annie. Deesa bad times, bombad times.

CAPTAIN TYPHO leaves.

ANAKIN: She hardly recognized me, Jar Jar. I've thought
about her every day since we parted... and she's forgotten
me completely.

JAR JAR: Shesa happy. Happier den mesa seein her in longo
time.

OBI-WAN: Anakin, you're focusing on the negative again. Be
mindful of your thoughts. She was pleased to see us. Now
lets check the security here.

OBI-WAN: You're focusing on the negative, Anakin. Be
mindful of your thoughts. She was pleased to see us.
Now, let's check the security.

ANAKIN: Yes, my master.

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

An armor-clad bounty hunter, JANGO FETT, waits on the ledge
of a skyscraper as another bounty hunter, ZAM WESELL, a
CHANGELING, steps from her hovering speeder and approaches
FETT.

ZAM WESELL: I hit the ship, but they used a decoy.

JANGO FETT: We'll have to try something more subtle this
time, Zam. My client is getting impatient.

FETT hands ZAM a transparent tube about a foot long
containing centipede-like KOUHUNS.

JANGO FETT: Take these. Be careful. They're very poisonous.

ZAM attaches her veil across the bottom of her face. She
turns to leave, but FETT calls her back.

JANGO FETT: Zam, there can be no mistakes this time.

She turns again, and walks toward her speeder.

EXTERIOR: JEDI TEMPLE - NIGHT

The vast Jedi Temple sits on an endless flat plain,
silhouetted by a against the traffic-filled sky.

INTERIOR: JEDI TEMPLE, CORRIDOR - NIGHT

MACE WINDU and YODA walk down the long hallway, silhouetted
by a lit room at the end.

MACE WINDU: Why couldn't we see this attack on the Senator?

YODA: Masking the future, is this disturbance in the Force.

MACE WINDU: The prophecy is coming true, the Dark Side is
growing.

YODA: And only those who have turned to the Dark Side can
sense the possibilities of the future.

MACE WINDU: It's been ten years, and the Sith still have
yet to show themselves.

YODA: ...Out there, they are. A certainty that is.

There is a long silence as they walk away. Only footsteps
are heard.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
R0OM - NIGHT

ANAKIN is standing in the living room. He is in a
meditative state. It is quiet. We hear DISTANT FOOTSTEPS in
the corridor outside the apartment. Suddenly ANAKIN'S eyes
pop open. His eyes dart around the room. He reaches for his
lightsaber, then smiles and puts it back in his belt.

The door to the apartment slides open, and OBI-WAN enters.

OBI-WAN: Captain Typho has more than enough men downstairs.
No assassin will try that way. Any activity up here?

ANAKIN: Quiet as a tomb. I don't like just waiting here for
something to happen to her.

OBI-WAN checks a palm-sized view scanner he has pulled out
of his utility belt. It shows a shot of ARTOO by the door,
but no sign of PADMÉ on the bed.

OBI-WAN: What's going on?

ANAKIN shrugs.

ANAKIN: Ah, She covered the cameras. I don't think she liked me
watching her.

OBI-WAN: What is she thinking?

ANAKIN: She programmed Artoo to warn us if there's an
intruder.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM
- NIGHT

PADMÉ is asleep in her bed, lit only by the light of the
city outside her window coming through the blinds. ARTOO
stands in the corner of the bedroom. His power is off.

OBI-WAN: (V.O.) It's not an intruder I'm worried about.
There are many other ways to kill a Senator.

ANAKIN: (V.O.) I know, but we also want to catch this
assassin. Don't we, Master?

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
ROOM - NIGHT

OBI-WAN: You're using her as bait??

ANAKIN: It was her idea... Don't worry, no harm will come
to her. I can sense everything going on in that room. Trust
me.

OBI-WAN: It's too risky... besides, your senses aren't that
attuned, young apprentice.

ANAKIN: And yours are?

OBI-WAN: Possibly.

EXTERIOR: SKYSCRAPER LEDGE - NIGHT

Standing on the skyscraper ledge, ZAM WESELL loads the
cylinder carrying the deadly KOUHUNS into a PROBE DROID.
She sends the PROBE DROID out into the Coruscant night.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation, moving out
onto the apartment's balcony.

OBI-WAN: You look tired.

ANAKIN: I don't sleep well anymore.

OBI-WAN: Because of your mother?

ANAKIN: I don't know why I keep dreaming about her now. I
haven't seen her since I was little.

OBI-WAN: Dreams pass in time.

ANAKIN: I'd rather dream of Padmé. Just being around her
again is... intoxicating.

OBI-WAN: Be mindful of your thoughts, Anakin, they betray
you. You've made a commitment to the Jedi Order... a
commitment not easily broken... and don't forget she's a
politician. They're not to be trusted.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM
- NIGHT

As PADMÉ sleeps, a PROBE DROID approaches outside her
window. It sends out several small arms that attach to the
window, creating sparks that shut down the security system.
Then a large arm cuts a small hole in the glass. A FAINT
SOUND is heard as the small section of glass is removed
from the window.

ARTOO wakes up, and his lights go on. The PROBE DROID
freezes. ARTOO looks around, makes a PLAINTIVE LITTLE
SOUND, then shuts down again. The PROBE DROID attaches a
little tube to the window. TWO DEADLY LOOKING CENTIPEDE
LIKE KOUHUNS exit the tube, crawl through the blinds and
head toward the sleeping PADMÉ.

ANAKIN: (V.O.) She's not like the others in the Senate,
Master.

OBI-WAN: (V.O.) It's been my experience that Senators are
only focused on pleasing those who fund their campaigns...
and they are more than willing to forget the niceties of
democracy to get those funds.

ANAKIN: (V.O.) Not another lecture, Master. Not on the
economics of politics...

ANAKIN: (V.O.) She's not like the others in the Senate,
Master.

OBI-WAN: (V.O.) It is my experience that senators focus
only on pleasing those who fund their campaigns... and
they're in no means scared of forgetting the niceties of
democracy in order to get those funds.

ANAKIN: (V.O.) Not another lecture. At least not on the
economics of politics...

As PADMÉ sleeps, a PROBE DROID approaches outside her
window. It sends out several small arms that attach to the
window, creating sparks that shut down the security system.
Then a large arm cuts a small hole in the glass. A FAINT
SOUND is heard as the small section of glass is removed
from the window.

The PROBE DROID attaches a little tube to the window.
TWO DEADLY LOOKING CENTIPEDE LIKE KOUHUNS
exit the tube, crawl through the blinds and head toward
the sleeping PADMÉ.

ARTOO wakes up, and his lights go on. ARTOO looks
around, shines a light on the bed, makes a PLAINTIVE
LITTLE SOUND, then shuts down again. The TWO
KOUHUNS crawl onto the bed.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation, walking
back into the main room.

ANAKIN: ...and besides, you're generalizing. The Chancellor
doesn't appear to be corrupt.

OBI-WAN: Palpatine's a politician.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM
- NIGHT

ARTOO sounds an alarm and shines a light on the bed. THE
KOUHUNS are inches from PADMÉ'S face. Their mouths are
open, and wicked stinger tongues flick out.

The KOUHUNS stand on their hind legs.

OBI-WAN: (V.O.) I've observed that he is very clever at
following the passions and prejudices of the Senators.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAIN
ROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation.

ANAKIN: I think he is a good man. My instincts are very
positive about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN: I sense it, too.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM
- NIGHT

OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand
on their hind legs and hiss as PADMÉ wakes up. ANAKIN
throws himself in front of her, whacking in half the deadly
creatures with his lightsaber.

THE KOUHUNS are inches from PADMÉ'S face. Their mouths are
open, and wicked stinger tongues flick out.

OBI-WAN and ANAKIN burst into the room. ANAKIN throws
himself in front of PADMÉ, whacking in half the deadly creatures
with his lightsaber. PADMÉ wakes up.

OBI-WAN sees the DROID outside the window and races
straight at it, crashing through the blinds as he goes
through the window.

EXTERIOR: WINDOW LEDGE, APARTMENT BUILDING - NIGHT

OBI-WAN flies through the glass window and flings himself
at the PROBE DROID, grabbing onto the deadly machine before
it can flee. The PROBE DROID sinks under the weight of OBI
WAN but manages to stay afloat and fly away, with the Jedi
hanging on for dear life, a hundred stories above the city.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - NIGHT

ANAKIN and PADMÉ stare at the sight of OBI-WAN being
carried off by the DROID. ANAKIN turns to her. She pulls
her nightdress around her shoulders.

ANAKIN: Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORMÉ, enter the room as
Anakin dashes out.

DORMÉ: Are you all right, M'Lady?

PADMÉ nods yes.

TBC...