Turmoil has engulfed the Galactic Republic. The taxation of trade routes to outlying star systems is in dispute.

Hoping to resolve the matter with a blockade of deadly battleships, the greedy Trade Federation has stopped all shipping to the small planet of Naboo.

While the congress of the Republic endlessly debates this alarming chain of events, the Supreme Chancellor has secretly dispatched two Jedi Knights, the guardians of peace and justice in the galaxy, to settle the conflict....

INSIDE THE REPUBLIC CRUISER'S COCKPIT The Captain and Co-pilot fly the Cruiser closer to one of the Federation's battleships.

QUI-GON: Captain.

CAPTAIN: Yes, sir?

QUI-GON: Tell them we wish to board at once.

CAPTAIN: Yes, sir. (The Captain looks to her view screen. Nute Gunray, the Neimoidian Trade Viceroy, appears). With all due respect, the Ambassadors for the Supreme Chancellor wish to board immediately.

NUTE: Yes, yes, of cooourse... ahhh... aaas you knooow, our blockaaade is peeerfectly leeegal, and we'd be haaappy to receive the Ambaaassador.

CAPTAIN: (to co-pilot) What? I didn't understand a word he was saying!

CO-PILOT: I guess he said it was "ok".

OBI-WAN: Master, I have a bad feeling about this.

Qui-Gon looks away and shakes his head.

THE FEDERATION BATTLESHIP'S DOCKING BAY The small cruiser docks in the main bay of the Federation battleship. The door opens, and two darkly robed figures are greeted by TC-14.

TC-14: I'm TC-14 at your service. Walk this way, please. (TC-14 begins walking away in a somewhat suggestive manner).

QUI-GON: (looking at Obi-Wan) ...Don't even think about it.

They go down the hallway, approaching a conference room.

  THE CONFERENCE ROOM A door slides open, and the two Jedi Knights are led into the formal conference room by TC-14.

TC-14: I hope you honored sirs will be most comfortable here. My master will be with you shortly. May I get you something to drink? Water, cola, Mad Dog?

OBI-WAN: (grinning) Mad Dog? Man, I haven't had that since... (looks over to see Qui-Gon glaring at him) ...uh, water will be fine.

QUI-GON: (still glaring at Obi-Wan) Yes, water will be fine.

The droid bows before Obi-Wan and Qui-Gon. He backs out the door and it closes. The Jedi lower their hoods and look out a large window at the tiny green planet of Naboo. Qui-Gon is forty-something years old, has long, light-brown hair, the top half in a ponytail, and a graying beard. He is tall and striking, with blue eyes. Obi-Wan is twenty-something, with very short brown hair, a short ponytail and small braid, blue eyes, and cute (he used to wear long, dangling earrings until Qui-Gon told him that violated the Jedi dress code).

OBI-WAN: (looking around anxiously) I have a bad feeling about this.

QUI-GON: (looks upward and sighs) I don't sense anything.

OBI-WAN: It's not about the mission, Master, it's something... elsewhere... elusive.

QUI-GON: Oh not again. Why are you feeling so anxious? Did you take your Prozac today?

OBI-WAN: Yes, Master.

QUI-GON: Well, then. Keep your concentration here and now, where it belongs.

OBI-WAN: But, Master Yoda says I should be mindful of the future...

QUI-GON: Yeah, but Master Yoda's not your psychotherapist, is he?

OBI-WAN: (holds head down) No, Master. (Pauses, then looks back up to Qui-Gon) How do you think the Trade Viceroy will deal with the Chancellor's demands?

QUI-GON: These Federation types are cowards. We just need to do a little butt-kicking around here to ensure that the negotiations will be short.

THE FEDERATION BATTLESHIP'S BRIDGE Nute Gunray and Daultray Dofine stand shocked before TC-14.

NUTE: What?!? What did you say?

TC-14: The Ambassadors are Jedi Knights, I believe.

DOFINE: I knew it! They were sent to force a settlement. Crap! Now what are we gonna do?

NUTE: Uh... why don't you go in there and stall them while I head for the escape pod...

DOFINE: Are you brain-dead? Fool, I ain't going in there with two Jedi! Destroy their ship, then gas those suckas and send in the battle droids to clean-up the mess!

THE FEDERATION BATTLESHIP'S MAIN HALLWAY A hologram of Nute, surrounded by battle droids, appears in the hallway just outside the conference room.

NUTE: They must be dead by now. Blast what's left of them.

The hologram fades away, as the door opens. A deadly yellow-green cloud billows from the room. The battle droids ready their weapons as a figure stumbles out of the smoke. It is TC-14, carrying a tray of drinks.

TC14: Oh, excuse me.

TC-14 passes by the droids. Suddenly, two flashing lightsabers fly out of the deadly fog.

BATTLE DROIDS: (in unison) OH S***!!! (Several battle droids are cut down by the Jedi before they can fire).

THE FEDERATION BATTLESHIP'S BRIDGE The bridge is filled with the sound of alarms. Nute and Rune watch the battle droids on the viewscreen.

BATTLE DROID: Not sure exactly what... (the droid is suddenly cut in half in mid-sentence.)

NUTE: What the heck is going on down there?

RUNE: Have you ever encountered a Jedi Knight before, sir?

NUTE: Well, not exactly, but I don't... (panicking) Seal off the bridge!

RUNE: That won't be enough, sir.

NUTE: Oh will you shut-up! I've already wet my pants I'm so scared!

RUNE: (looks down at Nute's feet) Dang, man!

The doors to the bridge slam shut.

NUTE: I want destroyer droids up here at once!!!

RUNE: We will not survive this. (turns and notices Nute glaring at him) Oops... sorry.

THE FEDERATION BATTLESHIP'S MAIN HALLWAY - OUTSIDE THE BRIDGE Qui-Gon cuts several battle droids in half, with sparks and metal parts flying everywhere. Obi-Wan waves his hand, crashing more battle droids into the floor. Qui-Gon makes his way to the bridge door and begins to cut through it with his lightsaber.

  THE FEDERATION BATTLESHIP'S BRIDGE The crew nervously watch as sparks start flying through the bridge door. Qui-Gon and Obi-Wan are on the view screen.

NUTE: Close the blast doors!!!

The huge, very thick blast door slams shut, followed by a second door, then a third. There is a hissing sound as the huge doors seal shut. Qui-Gon pauses, then stabs the door with his lightsaber. The screen goes black as a red spot appears in the center of the blast door.

RUNE: (pointing at the door) They're still coming through!

From the door, chunks of molten metal begin to drop away.

NUTE: Impossible! This is impossible!! Now I've gotta change my clothes, AGAIN!!

RUNE: Where are those destroyer droids?!

THE FEDERATION BATTLESHIP'S MAIN HALLWAY - OUTSIDE THE BRIDGE Two destroyer droids roll down the hallway at full speed. Just before they get to the bridge area, they stop and transform into battle configuration. Then begin firing at the Jedi.

OBI-WAN: Destroyer droids!

QUI-GON: Well, duh!

Both Jedi use their lightsabers to deflect the destroyer droids? blasts. Realizing it's a standoff, the Jedi run away at lightning speed to escape the droids.

THE FEDERATION BATTLESHIP'S BRIDGE RUNE: We have them on the run. They're no match for destroyer droids.

TEY HOW: Sir, they've gone down the ventilation shaft.

THE FEDERATION BATTLESHIP'S MAIN BAY Qui-Gon and Obi-Wan emerge from a large vent in a giant hangar bay. They are careful not to be seen. Thousands of battle droids are preparing to be loaded onto landing craft.

QUI-GON: Battle droids.

OBI-WAN: It's an invasion army.

QUI-GON: It's an odd play for the Trade Federation. Seems like they're gonna waste more money fighting than they could ever hope to regain in taxes from that sorry little planet. We've got to warn the Naboo and contact Chancellor Valorum. Let's split up. Stow aboard separate ships and meet me down on the planet.

OBI-WAN: You were right about one thing, Master. The negotiations were short.

QUI-GON: (sarcastically) Oh, ha, ha. Very funny. Now move your little hilarious butt outta here!

OBI-WAN: Uh, yes, master.

THE FEDERATION BATTLESHIP'S BRIDGE TEY HOW: Sir, a transmission from the planet.

RUNE: It's Queen Amidala herself.

NUTE: At last we're getting results.

On the view screen Queen Amidala appears in her throne room, wearing an elaborate headdress and robes.

NUTE: Aaagain you come befooore me, Your Hiiighness. The Federaaation is pleased.

AMIDALA: What? Man, I can't ever understand what you're saying. Anyway, you will not be pleased when you hear what I have to say. Viceroy... your trade boycott of our planet has ended.

Nute smirks at Rune.

NUTE: I waaas not aaaware of such a faaailure.

AMIDALA: I have word that the Senate is finally voting on this blockade of yours.

NUTE: I taaake it you knooow the oooutcome. I wooonder why they booother to vote.

AMIDALA: Huh? Enough of this crap, Viceroy! I'm aware the Chancellor's Ambassadors are with you now, and that you have been commanded to reach a settlement or get your ass kicked.

NUTE: I knooow nooothing about any Ambaaassadors. You muuust be mistaaaken.

AMIDALA: Beware, Viceroy. The Federation has gone too far this time.

NUTE: Your Hiiighness, we would neeever do aaanything without the approooval of the Seeenate. You assuuume too much.

AMIDALA: (confused) What? Man, you guys really need to get an interpreter!

The Queen fades off and the view screen goes black.

RUNE: She's right, nobody else ever understands what we're saying.

NUTE: Tough! Besides we can't afford an interpreter. This attack is gonna cost us a fortune!

RUNE: Do you think she suspects an attack?

NUTE: I don't know, but we must move quickly to disrupt all communications down there.

THE NABOO PALACE THRONE ROOM The Queen, Chief of Security Captain Panaka, handmaidens Eirtae and Sache, and Governor Sio Bibble are watching a hologram of Senator Palpatine, a seemingly unassuming, dignified, middle-aged gentleman.

PALPATINE: How could that be true? I have assurances from the Chancellor... his Ambassadors did arrive. It must be... the... get... negotiate...

The hologram of Palpatine sputters and fades away.

AMIDALA: What? Senator Palpatine?! (turns to Panaka) Man, he's starting to talk as crazy as the Trade Viceroy!

PANAKA: No, Your Highness. There must be a breakdown in communications. (Turns to his sergeant) Check the transmission generators...

BIBBLE: A malfunction?

PANAKA: It could be the Federation jamming us.

BIBBLE: A communications disruption can only mean one thing: invasion.

AMIDALA: (rolls eyes) Don't be silly, Governor. The Federation would not dare go that far.

BIBBLE: (mumbling to himself) ME silly? Can't she see that she's about to get a royal a**-whipping? Silly teenager!

PANAKA: The Senate would revoke their trade franchise and they'd be finished.

AMIDALA: We must continue to rely on negotiation, that is if we can understand what the Trade Viceroy is saying!

BIBBLE: Negotiation? We've lost all communications! And where are the Chancellor's Ambassadors? How can we negotiate? (mumbling to himself again) Silly teenager!

PANAKA: This is a dangerous situation, Your Highness. Our security volunteers will be no match against a battle-hardened Federation army. Heck, they couldn't even put down that food fight at the High School cafeteria last month!

BIBBLE: (out loud this time) Silly teenagers!

AMIDALA: (glaring at Bibble, who looks away) I will not condone a course of action that will lead us to war.

NABOO SWAMP Several landing craft slowly descend through the cloud cover of the planet. One after another the Federation warships land in the hazy swamp. Troop Transports (MTT's) emerge from the landing craft. The droid invasion force begins moving out of the swamp. A battle droid in his tank looks out at a small hologram of Rune and Nute.

RUNE: And there is no trace of the Jedi. They may have gotten onto one of your landing craft.

BATTLE DROID: If they are down here, sir, we'll find them.

Meanwhile, Qui-Gon is running through the strange landscape, glancing back to see the monstrous troop transports emerging from the mist. Animals begin to run past him in a panic. An odd frog-like creature, a Gungan called Jar Jar Binks, looks up and sees Qui-Gon and the other creatures running wildly toward him. One of the huge MTTs bears down on the Jedi like a charging tank. Jar Jar stands terrified.

JAR JAR: Oh, noooooooooo!

QUI-GON: (trying to shoo Jar Jar out of the way) Get outta the way, Fool!!

JAR JAR: (confused as usual, grabs onto Qui-Gon) AHHHHH!! Help meesa!! Help meesa!! Save meesa!!

QUI-GON: Let go, you freak!! Oh, never mind... DUCK!!!

Qui-Gon and Jar Jar fall to the ground. The transport passes overhead. Qui-Gon and Jar Jar lie still, then slowly stand, watching the war machine disappear into the mist. Jar Jar grabs Qui-Gon and hugs him.

JAR JAR: Oyi, mooie-mooie! I luv yous! (The frog-like creature kisses the Jedi).

QUI-GON: (angrily draws lightsaber) You do that again, I'll slay your slimy a**! Are you brainless? You almost got us killed!

JAR JAR: I spake.

QUI-GON: The ability to speak does not make you intelligent. George W. Bush has already proven that. Now get outta here! (Qui-Gon starts to leave and Jar Jar follows).

JAR JAR: No... no! Meesa stay! Meesa yous humble servant!

QUI-GON: (looks Jar Jar up and down, disgusted) That won't be necessary.

JAR JAR: Oh boot tis! Tis demunded byda guds. Tis a live debett, tis. Meesa culled Jaja Binkss.

In the distance, two STAPS burst out of the mist at high speed, chasing Obi-Wan.

QUI-GON: What? Look, I have no time for this now...

JAR JAR: Say what?

The two STAPS close in on Obi-Wan.

JAR JAR: Oh, nooooo! Weesa gonna... dieeee!

The two troops fire laser blasts at Obi-Wan. Qui-Gon deflects the blasts back and blows the STAPS up. Obi-Wan is exhausted and tries to catch his breath.

OBI-WAN: Pheeew! Thanks, man!

QUI-GON: What happened?

OBI-WAN: Water got in my lightsaber... it shorted out... it's not my fault!

QUI-GON: Let me guess... you forgot to turn the power off again, didn't you?

OBI-WAN: (holds head down) I'm sorry, master.

QUI-GON: (sighs and turns his back to Obi-Wan) It won't take long to recharge, but this is a lesson I hope you've learned, my young Padawan. You know, I NEVER let this happen to me when I was an apprentice.

OBI-WAN: Yes, Master. (sticks his tongue out and makes a nasty face at Qui-Gon, who suddenly turns around looking suspiciously at him. Obi-Wan quickly grins and nervously turns to Jar Jar) Uh... what the heck is this?

QUI-GON: (still looking suspiciously at Obi-Wan, convinced he was making faces behind his back) A local. Let's go, before more of those droids show up.

JAR JAR: Mure? Mure did you spake??!!

OBI-WAN: What?! What did you just call me?

QUI-GON: (to Obi-Wan) Forget about him, he's just stupid. Come on, let's go.

The Jedi start to run off. Jar Jar tries to keep up.

JAR JAR: Ex-squeeze me, but da moto grande safe place would be Otoh Gunga. Tis where I grew up. Tis safe city, a hidden city.

They all stop.

QUI-GON: A city. (Jar Jar nods his head) Can you take us there?

JAR JAR: Ahhh, well... on second taut... no, not willy.

QUI-GON: (draws lightsaber and walks over to Jar Jar) No?!

JAR JAR: Iss embarrissing, boot... my afrai my've bean banished. My forgoten der Bosses would do terrible tings to my. Terrible tings if my goen back dare.

The sound of large weapons fire is heard in the distance.

QUI-GON: You hear that?

JAR JAR: (lifts one ear, shakes head) Yeah.

QUI-GON: That is the sound of a thousand terrible things heading this way... (begins waving lightsaber in Jar Jar's face) But even THAT will pale in comparison to one minute alone with me... and this lightsaber.

OBI-WAN: (eyeing Qui-Gon) Oh Master, I do love it when you speak that way!

QUI-GON: (whispers to Obi-Wan) Later!

OBI-WAN: (walks over to Jar Jar) When they find us, they will crush us, grind us into little pieces, then blast us into oblivion!

JAR JAR: (still staring intently at lightsaber) Oh! Yousa point is well seen. Dis way! Hurry! (turns and runs into the swamp, followed by the Jedi).

Qui-Gon, Obi-Wan and Jar Jar approach a murky lake and stop as Jar Jar tries to catch his breath.

QUI-GON: Much farther?

JAR JAR: Weesa goen underwater, okeyday?

Qui-Gon and Obi-Wan pull out a small capsule from their utility belts that fold out into breathing masks.

QUI-GON: (wading out before Obi-Wan) And this time Obi-Wan, make sure your lightsaber is turned OFF!

OBI-WAN: (makes a nasty face, sticks his tongue out at Qui-Gon) Yes, Master.

QUI-GON: (turns around quickly trying to catch Obi-Wan but after seeing him smile, turns back around, mumbling to himself) I'm gonna catch that little git one of these days.

JAR JAR: My warning yous. Gungans no liken outsiders. Don't expict a wern welcome.

OBI-WAN: Don't worry, this has not been our day for warm welcomes, has it Master?

Qui-Gon just ignores Obi-Wan and goes under the surface. Jar Jar jumps, does a double somersault with a twist, and dives into the water. Obi-Wan wades in after him.

NABOO LAKE - UNDERWATER Qui-Gon and Obi-Wan swim behind Jar Jar, who is very much at home in the water. They swim down into the murky depths. In the distance, the glow of Otoh Gunga, an underwater city made up of large bubbles, becomes more distinct. They approach one of the strange structures. Jar Jar walks magically through one of the bubble membranes, that seal behind him. Obi-Wan and Qui-Gon follow.

THE OTOH GUNGA CITY SQUARE Gungans in the square scatter when they see the strange Jedi. Four guards armed with long electro-poles ride two-legged Kaadus into the square. The guards, led by Captain Tarpals, point their lethal poles at the dripping trio.

JAR JAR: Heyo-dalee, Cap'n Tarpals... meesa back!

TARPALS: Noah gain, Jar Jar. Yousa goen tada Bosses. Yousa in big dudu this time.

OBI-WAN: (looking around, whispering to Qui-Gon) Man, this whole place is filled with these frog-faced, nonsense-talking, bell-bottom-wearing freaks!

One of the guards gives Jar Jar a slight zap with his power pole. Jar Jar jumps and moves off, followed by the two Jedi.

JAR JAR: How wude.

THE OTOH GUNGA HIGH TOWER BOARD ROOM The Bosses' Board Room has bubble walls, with small lighted fish swimming around outside like moving stars. A long circular judge's bench filled with Gungan Officials dominates the room. Obi-Wan and Qui-Gon stand facing Boss Nass, who sits on a bench higher than the others.

BOSS NASS: Yousa cannot bees hair. Dis army of mackineeks up dare tis new weesong!

QUI-GON: (confused) Huh? Uh, yeah. Look, that droid army is about to attack the Naboo. We must warn them.

BOSS NASS: Weesa no like da Naboo! Un dey no like uss-ens. Da Naboo tink day so smarty den us-ens. Day tink day brains so big.

OBI-WAN: (mumbling to Qui-Gon) Well, frog brains aren't exactly big to begin with.

BOSS NASS: Wha was dat? Speeka up!

OBI-WAN: I said, after those droids take control of the surface, they will come here and take control of you.

BOSS NASS: No, meesa no tink so. Meesa scant talkie witda Naboo, and no nutten talkie it outlaunders. Dos mackineeks no comen here! Dey not know of uss-en.

OBI-WAN: (rolls eyes, sighs impatiently) Whatever. Look, you and the Naboo form a symbiont circle. What happens to one of you will affect the other. You must understand this. Geez, maybe there is some smaller brain thing working here!

BOSS NASS: (angrily) Wha???

OBI-WAN: (looks down, shaking head) Nothing. Forget it, man.

BOSS NASS: Okie-dokie den. Weesa wish no nutten in yousa tings, outlaunder, and weesa no care-n about da Naboo.

QUI-GON: Well then, I guess we're just wasting your time. Speed us on our way.

BOSS NASS: Weesa gonna speed yousaway.

QUI-GON: We could use a ride.

BOSS NASS: Weesa give yousa una bongo. Da speedest way tooda Naboo tis goen through da planit core. Now go.

QUI-GON: (bowing down) Thank you for your help. We go in peace. (To Obi-Wan) Let's get outta here. This boss guy is really starting to piss me off.

Qui-Gon and Obi-Wan turn to leave.

OBI-WAN: Master, what's a bongo? Is it that illegal smoking device you used to use back in the 70's, when you were...

QUI-GON: (nervously interrupts) Uh... umm... it's a... transport, I hope.

The Jedi notice Jar Jar in chains to one side, waiting to hear his verdict. Qui-Gon stops. Jar Jar gives him a sorry look.

JAR JAR: Daza setten yous up. Goen through da planet core is bad bombin!

QUI-GON: (stroking his beard, thinking) You don't say.

JAR JAR: Ahhh... any hep hair would be hot.

OBI-WAN: Oh no Master please, we were just about to get rid of him!

QUI-GON: (whispering to Obi-Wan) We may need some "shark bait", if we get into a jam.

Obi-Wan winks and nods at Qui-Gon.

QUI-GON: (to Boss Nass) We'll need a navigator to get us through the planet's core. This Gungan may be of help. What is to become of Jar Jar Binks here?

BOSS NASS: Binkss brokeen the nocombackie law. Hisen to be pune-ished.

QUI-GON: (glaring at Jar Jar) Yes, he should be punished... punished very, very severely... (looks back to Boss Nass) But he has been a great help to us.

BOSS NASS: Hmmm... meesa was guna pound him unto death.

Jar Jar gasps and starts trembling.

OBI-WAN: (whispers to Qui-Gon) Master, are you sure you wouldn't rather just stay and watch this?

QUI-GON: (whispering) It's tempting, but we may still need some shark bait. (To Boss Nass) We still need a navigator to get us through the planet's core. I have saved Jar Jar Binks' life. He owes me what you call a "life debt."

BOSS NASS: Binks. Yousa havena liveplay with thisen hisen?

Jar Jar nods and walks over to the Jedi.

QUI-GON: (walks over to Nass) Your gods demand that his life belongs to me now.

BOSS NASS: (upset, begins shaking head violently and slobbering everywhere, hitting Qui-Gon) Hisen live tis yos, outlauder. Begone wit him.

QUI-GON: (disgusted, looks down at slobber on his robe) Dang, man! What's the matter with you?! You sick or something?

BOSS NASS: (embarrassed) Ooops! Meesa so sorry. Allergies, ya kno.

QUI-GON: (walks up to Nass, snatches a hankerchief from the Boss' pocket, then wipes the slobber off his robe, while glaring back at Nass and walking away) Disgusting! (walks toward Obi-Wan and Jar Jar) Come on, let's get outta this slime pit!

Boss Nass lowers his head, still embarrassed.

OUTSIDE THE GUNGAN CITY - IN THE BONGO The bongo, a strange little submarine, speeds away from the Gungan city, leaving the glow of the settlement in the distance. Obi-Wan is in the pilot's seat, as Jar Jar pretends to navigate the craft.

JAR JAR: Dis is nusen.

OBI-WAN: (upset, staring at Jar Jar) What a pathetic life form you are. (Shoves the steering control toward Jar Jar) Here... take over.

JAR JAR: (surprised, but trying to act cool) Okie-dokie. Thisin a breez. Meesa pilot bongo since little boiyo. Hey? Where weesa goen?

QUI-GON: You tell us, you're the navigator.

JAR JAR: (nervously) Oh, yah, yah... uh, letsa see... I justa needa pushin dis buton here, and...

Jar Jar pushes a button that turns the radio on. He starts feeling a little cocky, because this is one of those rare times he's pushed a button without blowing something up. He starts singing, which he can't do, so Obi-Wan tries to shut him up with some small talk.

OBI-WAN: Uh... why were you banished, Jar Jar?

JAR JAR: Tis a long tale...

OBI-WAN: Oh no (turns the radio up).

JAR JAR: ...buta small part wawdabe meesa... ooooh... aaaa... clumsy.

OBI-WAN: (turns radio off) They banished you because you're clumsy? Now that's funny! (Starts laughing).

As the little sub glides into the planet core, a large dark shape begins to follow.

JAR JAR: (ignoring Obi-Wan, still rambling on) Meesa cause-ed mabee one or duey lettal bitty axadentes... yud-say boom da gasser, un crash Der Bosses heyblibber... den banished.

Suddenly there is a loud crash, and the little craft lurches to one side. Qui-Gon looks around and sees a huge Opee Sea Killer has hooked them with its long gooey tongue.

QUI-GON: (turns back around, staring at Jar Jar) Shark bait time!

JAR JAR: (terrified, as he realizes exactly what Qui-Gon means) Uh... yousa kno, iffin yousa trow meesa out dare, dis bongo will becomin bery unstable and fillup wid wata and yousas bota will die!!

OBI-WAN: (frustrated) Hmmm... he does make a valid point, Master. (Grabs controls back from Jar Jar) Give me that!

Obi-Wan takes over the controls just as a giant Sando Aqua Monster attacks the Opee Sea Killer, which instantly releases the sub from its mouth. As the sub zooms away they see the larger set of Sando jaws, munching on the hapless Killer. The lights on the tiny injured sub begin to flicker as they cruise deeper into the core.

JAR JAR: Weesa free!

OBI-WAN: Oh shut up!

QUI-GON: (smiling, oblivious to Obi-Wan and Jar Jar) There's always a bigger fish.

FEDERATION BATTLESHIP - BRIDGE Nute and Rune stand before a hologram of Darth Sidious, whose face is hidden under the hood of a long, dark robe. He is the evil mastermind behind the Naboo invasion.

NUTE: The invaaasion is on scheeedule, my Looord.

DARTH SIDIOUS: What? Oh, yes, yes. Good. I have the Senate bogged down in procedures. By the time this incident comes up for a vote, they will have no choice but to accept your control of the situation.

NUTE: The Queen haaas great faaaith the Seeenate will siiide with heeer.

DARTH SIDIOUS: What? Oh, yes, yes. Queen Amidala is young and naive, the silly teenager. You will find controlling her will not be difficult. You have done well, Viceroy.

NUTE: Thaaank you, my Looord.

DARTH SIDIOUS: You know, it's a good thing I can use the power of the Dark Side to understand what you're saying. Otherwise, I would have destroyed you long ago. Have a nice day (hologram fades away).

RUNE: What?! Was that a threat?

NUTE: Oh that. No, forget about it. He sometimes has these wild mood swings and starts saying crazy things. He's really an ok kinda guy, once you get to know him. And he's an excellent bridge player.

BONGO COCKPIT Sparks are flying, and water is slowly leaking into the cabin. The lights in the tiny sub flicker and then go off, as the power supply weakens.

OBI-WAN: (adjusting controls) We're losing power. (Starts working with the sparking wires, while Jar Jar starts panicking).

JAR JAR: Weesa gonna die! Weesa all gonna die!

QUI-GON: Calm down Jar Jar, we're not in trouble yet.

JAR JAR: What?! Monstairs out dare! Leak'n in here, all'n sink'n, and nooooo power! You nutsen! WHEN YOUSA TINK WEESA IN TROUBLE?!?!

QUI-GON: Jar Jar, if you don't stop acting like Prissy from "Gone With the Wind", I'm going to start using certain parts of your body to plug-up the leaks in this cabin.

Jar Jar covers his mouth tightly, muffling his screams.

OBI-WAN: Power's back.

The lights flicker back on, revealing an ugly Colo Claw Fish right in front of them.

JAR JAR: (pointing at window) AHHHH!!! Monstairs back!!

The large Colo Claw Fish is surprised and rears back. The sub turns around and speeds away, with the Colo Claw Fish in hot pursuit.

JAR JAR: (hysterically) AHHHH!!! DIS IS IT!!! AHHHHHH!!! WEESA ALL DEAD!!! AHHHHHHHH!!!

QUI-GON: Enough of this crap!!

Qui-Gon punches Jar Jar out cold.

OBI-WAN: (smiling) I was wondering what took you so long to do that. Thanks.

The Colo Claw Fish leaps after the fleeing sub, as it flies over the waiting jaws of the Sando Aqua Monster. The Colo Claw Fish isn't as lucky and becomes yet another snack for the Sando.

OBI-WAN: This is not good. Jar Jar's waking up.

Jar Jar slowly regains consciousness.

JAR JAR: Weesa dead yet? Oie Boie, meesa jaw killing meesa! (Starts rubbing jaw, trying to figure out what happened). Feel like-a somebody puncha meesa... HARD! (Looks over to Obi-Wan, who looks out the side window. Looks back at Qui-Gon, who turns and looks out the back window, rubbing his knuckles. Finally turns back around, still rubbing his jaw). Oie Boie!!

QUI-GON: Obi-Wan, head for that outcropping (points to an opening to the surface).

THE CITY OF THEED The long columns of the Droid Army move down the main road of Theed, the capital city of Naboo, leading to the Queen's palace. As the Queen watches helplessly from a window in the palace, a transport carrying Nute and Rune lands in the city plaza. They exit the transport as proud conquerors.

NUTE: Ah, victory!

RUNE: Yeah, we are gonna be partying tonite! (Starts disco dancing with Nute).

NABOO LAKE Billowing clouds frame a romantic body of water. There is a loud rush of bubbles and the small bongo bobs to the surface. Obi-Wan switches off the bubble canopies. Qui-Gon stands up to look around, then realizes something.

QUI-GON: Hmmm.... this canopy is made of the same material as the bubble structures in the Gungan city. (Looks at Obi-Wan) Which means, if we had thrown Jar Jar out earlier, water would NOT have flooded the sub... (looks at Jar Jar) which means this lying Gungan tricked us. (Draws lightsaber) Which means he must be punished... punished very, very severely!

OBI-WAN: Oh yes, do it Master! Do it now!

Jar Jar quickly jumps out of the sub and starts swimming away frantically, only to look back and see Qui-Gon and Obi-Wan laughing while pointing at him. He realizes that he has just been tricked. Just glad to be alive, Jar Jar lets out a sigh of relief.

THEED PALACE - THE MAIN STAIRCASE Queen Amidala, Sio Bibble, and the royal handmaidens are walking down the main staircase, surrounded by several armed battle droids. Captain Panaka and four Naboo guards follow behind at gunpoint. Nute and Rune walk beside the Queen.

BIBBLE: How will you explain this invasion to the Senate?

NUTE: The Queen and I wiiill sign a treeeaty that wiiill legiiitimize our occupaaation here. I've been assuuured it will be raaatified by the Seeenate.

AMIDALA: (confused) Huh? Oh, nevermind. Whatever it was you just said, I will not co-operate!

NUTE: Now, now, your Hiiighness. You are not goooing to like whaaat we have in stooore for your peeeople. In time, their suuuffering will peeersuade you to see our poooint of view. Commaaander. Prooocess them.

COMMANDER: Yes sir! (turns to his captain) Take them to Camp Four.

CAPTAIN: Roger roger.

AMIDALA: (whispers to Bibble) Isn't there something in the Geneva Convention about terms being discussed in a language you can understand?

BIBBLE: (scornfully) Geneva Convention?! What do you think this is, a NATO invasion?! (mumbling) Silly teenager!

The battle droids march the group out of the palace into the city plaza.

THE CITY PLAZA The city plaza is filled with tanks and battle droids, which the prisoners pass on their way to the detention camp. Qui-Gon, Obi-Wan and Jar Jar sneak across on a walkway above the plaza and jump from a balcony, beginning an attack to rescue the Queen. Four battle droids are instantly cut down. More droids move forward and are also cut down by the Jedi's slashing lightsabers. Qui-Gon raises his hand and sends a couple of droids crashing into a wall. He and Obi-Wan then rush over to the Queen and guide her and the others around a corner, out of sight. Captain Panaka and his men pick up the battle droids' weapons and follow.

QUI-GON: (patronizingly) So, you're the Queen! Why, you're just a cute little teenager.

BIBBLE: (mumbling again) A silly teenager!

AMIDALA: (sarcastically) Well, they always told us you could NEVER fool a Jedi, 'cause they're like, "really, really smart".

QUI-GON: (smiles, until he realizes Amidala was mocking him; looks over to see Obi-Wan holding his head down quietly laughing; looks back at Amidala, rather embarrassed.) Uh, Your Highness, we uh, are the Ambassadors, for the uh, Supreme Chancellor.

BIBBLE: (snidely) Your negotiations seem to have failed, Ambassador.

QUI-GON: Look old man, the negotiations never took place! (To Amidala) Geez, old people these days! (notices Amidala staring at the gray in his beard) Uh, Your Highness, we must make contact with the Republic.

PANAKA: They've knocked out all our communications.

QUI-GON: Do you have transports?

PANAKA: In the main hangar. This way.

MAIN HANGAR Captain Panaka cracks open a side door to the main hangar. Qui-Gon looks in over his shoulder. Obi-Wan, Jar Jar, and the rest of the group are behind him. They see several Naboo spacecraft guarded by a couple dozen battle droids. On the ground, near the ships, are seated several pilots, guards, and crew -- prisoners of the droids.

PANAKA: There are too many of them.

Obi-Wan looks over at Panaka, shaking his head pitifully.

QUI-GON: That won't be a problem. Your Highness, under the circumstances, I suggest you come to Coruscant with us.

AMIDALA: Thank you, Ambassador, but my place is here with my people.

QUI-GON: They will kill you if you stay.

BIBBLE: They wouldn't dare.

PANAKA: They need her to sign a treaty to make this invasion of theirs legal. They can't afford to kill her. Bibble here, on the other hand, might be considered somewhat expendable.

BIBBLE: (trembling, nervously whispers to Qui-Gon) Uh, you know, I haven't been to Coruscant in years! And I've got a lot of powerful friends there. Maybe I should be going instead of...

QUI-GON: You're a disgusting old man. (To Amidala) The situation here is not what it seems. There is something else behind all this, Your Highness. There is no logic in the Federation's move here. My feelings tell me they will destroy you.

BIBBLE: (trying not to look like a total coward) Please, Your Highness, reconsider. Our only hope is for the Senate to side with us. Senator Palpatine will need your help.

PANAKA: Getting past their blockade is impossible, Your Highness! Any attempt to escape will be dangerous!

OBI-WAN: Whoa, Captain! You are just being waaay too anxious, man. (Whispering) Want some Prozac? (Panaka looks at Obi-Wan like he's crazy and moves away from him) Okay, man... your loss (pops a couple of pills in his mouth).

BIBBLE: (still trying to save face with fake nobility) Your Highness, I will stay here and do what I can... they will have to retain the Council of Governors in order to maintain control. But you must leave!

The Queen turns to Padme.

AMIDALA: Either choice presents a great risk... to all of us.

PADME: We are brave, Your Highness.

QUI-GON: If you are to leave, Your Highness, it must be now.

AMIDALA: Then, I will plead our case before the Senate. Be careful Governor, and please... stop trembling!

The door opens wide to the main hangar. Qui-Gon, Obi-Wan, Jar Jar, Captain Panaka, two guards, and the handmaidens enter, followed by the Queen, and head for a sleek chrome spacecraft.

PANAKA: We need to free those pilots (points to several pilots, ground crew, and guards held by six battle droids).

OBI-WAN: (grinning) Ha-Ha! I'll handle that! (swaggers toward the prisoners).

PANAKA: (to Qui-Gon, looking over at Obi-Wan) You sure he's ok? Just how long have you known him?

QUI-GON: You'd better enjoy this... he's even more unbearable once his medication wears off.

Qui-Gon, the Queen, Captain Panaka, Jar Jar, and the rest of the group approach the battle droid guards at the ramp of the chrome Naboo craft.

GUARD DROID: Halt! And just where do you think you're going?

QUI-GON: I'm Ambassador for the Supreme Chancellor and I'm taking these people to Coruscant.

GUARD DROID: That does not compute. Where did you say? I can't understand you.

QUI-GON: (folds arms) Right. You work for the Trade Viceroy, and YOU can't understand what I'M saying?

GUARD DROID: Oh, I see... a smart-a**. That's it, punk... you're under arrest!

The Guard Droid draws his weapon, but before any of the droids can fire, they are cut down. Other guards run to their aid. Obi-Wan is slicing and dicing droids while laughing. He and Qui-Gon free the pilots, guards and ground crew, some of whom rush on board the ship with the Queen and her staff, while others run over to Governor Bibble. Qui-Gon yells to Obi-Wan to get on board, but he's laughing so hard, the Jedi Master has to grab him and pull him onto the ship. The ship zooms out of the hangar, headed for space -- and into the waiting Federation battleship blockade.

NABOO SPACECRAFT - COCKPIT The pilot, Ric Olie, navigates toward the massive main battleship, through a hail of laser fire, as Qui-Gon and Captain Panaka watch.

RIC OLIE: Our communications are still jammed!

NABOO SPACECRAFT - DROID HOLD Jar Jar is led into a low, cramped room by Obi-Wan.

OBI-WAN: (still grinning) Now stay here and keep out of trouble... or else! (pulls robe back, exposing his lightsaber to Jar Jar).

JAR JAR: (nervously grins) Okie dokie!

Obi-Wan closes the door. Jar Jar looks around and sees a row of five short, dome-topped astro droids (R2 units). They all look alike, except for their paint color, and they all seem to be shut down.

JAR JAR: Ello, boyos. Disa wanna longo trip, hey?

Suddenly there is an explosion, shaking the ship violently, as the shield generator is hit. The droids are activated and roll out onto the ship's exterior, where they begin emergency repair work. One by one, they are picked off by laser fire until one blue droid completes the repair.

NABOO SPACECRAFT - COCKPIT RIC OLIE: Powers back! That little droid did it. He bypassed the main power drive. Deflector shields up, at maximum.

The lone blue droid goes back into the ship. The Naboo spacecraft speeds away from the Federation battleship.

RIC OLIE: There's not enough power to get us to Coruscant... the hyperdrive is leaking.

QUI-GON: We'll have to land somewhere to refuel and repair the ship.

OBI-WAN: (studies a star chart on a monitor) Here, Master. Tatooine. It's small, out of the way, poor. The Trade Federation has no presence there.

PANAKA: How can you be sure?

Obi-Wan smirks at Panaka.

QUI-GON: It's controlled by the Hutts...

PANAKA: The Hutts? As in "Jabba the Hutt"?!

OBI-WAN: (Sarcastically) No, as in "Pizza the Hutt". Geez!

PANAKA: (ignoring Obi-Wan's lame remark) You can't take Her Royal Highness there! The Hutts are gangsters! If they discovered her...

QUI-GON: It would be no different than if we landed on a system controlled by the Federation... except the Hutts aren't looking for her, which gives us the advantage.

OBI-WAN: Yeah Captain, man... you really need to chill-out. (Starts waving his Prozac bottle at Panaka, while mouthing the words "want some?" Panaka leans back and places his hand on his gun while staring at Obi-Wan, who grins nervously and turns back around in his chair).

FEDERATION BATTLESHIP - CONFERENCE ROOM Nute and Rune sit at a conference table with a hologram of Darth Sidious.

NUTE: We controool all the cities in the Nooorth and are seeearching for any ooother settlemeeents...

DARTH SIDIOUS: What? Oh, yes, yes. Destroy all high-ranking officials, Viceroy, starting with that sniveling Bibble! And Queen Amidala, has she signed the treaty?

NUTE: She haaas... disappeeeared, My Looord. One Naboo cruuuiser got paaast the blockaaade.

DARTH SIDIOUS: What? Oh, yes, yes. WHAT?! You let her get away?! Viceroy, find her! I want that treaty signed!

NUTE: My Looord, it's impooossible to locaaate the ship. It's ooout of raaange.

DARTH SIDIOUS: Not for a Sith... (a second Sith Lord appears behind Darth Sidious, wearing sunglasses, chewing gum and shaking his head to some cheesy theme music, like something out of the WWF) Viceroy, this is my apprentice, Lord Maul. He will find your lost ship. (Turns to Maul and starts shaking his head to the music, as both holograms fade away).

NUTE: Yes, My Lord. (to Rune) This is getting out of hand... now there are two of them, with their own cheesy theme music.

RUNE: Yeah, that music really sucked! (turns on an 8-track tape and starts playing "The Bee-Gees' Greatest Hits", while disco dancing) Now THIS is music!

NUTE: Yeah! (joins in with Rune).

NABOO SPACECRAFT - QUEENS CHAMBERS Qui-Gon, Obi-Wan, Captain Panaka, and the little blue droid stand before Queen Amidala and her three handmaidens.

PANAKA: An extremely well put together little droid. Without a doubt, it saved the ship, as well as our lives.

AMIDALA: It is to be commended. What is its number?

The little blue droid lets out a series of bleeps. Captain Panaka leans over and scrapes some dirt off of the side of the droid and reads the number.

PANAKA: R2-D2, Your Highness.

AMIDALA: Thank you, R2-D2. Padme, clean this droid up as best you can. It deserves our gratitude. Continue, Captain.

Captain Panaka looks nervously to Obi-Wan and Qui-Gon.

QUI-GON: Your Highness, we are heading for a remote planet called Tatooine. It is a system far beyond the reach of the Trade Federation. There, we will be able to make needed repairs, then travel on to Coruscant.

PANAKA: I do not agree with the Jedi on this.

Obi-Wan again smirks and shakes his head at Panaka, who notices him and glares back.

QUI-GON: You must trust my judgment, Your Highness.

NABOO SPACECRAFT - MAIN AREA Padme is in the Main Area, squatting next to R2-D2, while cleaning the droid. Jar Jar suddenly pops out of an open door.

JAR JAR: Hidoe!

PADME: (surprised, loses her balance and falls backward, flat on her butt) What the...!!

JAR JAR: Meesa Ja Ja Binksss!

PADME: (angrily) Do that again, I'll have you put to death! (nervously) Uh, that is, if I were Queen, I uh, would have you put to death. (Closes eyes, takes deep breath) Look, forget it. Just don't do that again! And whatever you might think, I am NOT the true Queen. (standing up) I'm Padme, I attend Her Highness. Uh, you're a Gungan, aren't you? (Jar Jar nods) How did you end up here with us?

JAR JAR: Me no know... meesa day starten pitty okeyday witda brisky morning munchen. Den boom... getten berry skeered, un grabbed dat Jedi, and before meesa knowen it... pow! Meesa here. (He shrugs) Getten berry berry skeered.

PADME: (confused) What? Oh, nevermind. You're not the only one who's been talking crazy today.

NABOO SPACECRAFT - COCKPIT Obi-Wan, Qui-Gon and Captain Panaka watch over Ric Olie's shoulder. A large yellow planet appears directly ahead. Olie searches his scopes.

OBI-WAN: (bows down right next to Olie's face, after just having eaten a fried onion sandwich) That's it. Tatooine.

RIC OLIE: (irritated with Obi-Wan's onion breath) Yeah, I know! There's a settlement... a spaceport, looks like. (turns to Obi-Wan, sarcastically) Gee, you think you could get a little closer to my nose?! I'm still having trouble trying to figure out what you had for lunch!

OBI-WAN: Actually, it was this rather delightful fried onion sandwich I found in a backpack sitting under the console here...

RIC OLIE: Wow! What a coincidence! I had a fried onion sandwich in a backpack under the console. It was gonna be the only thing I had to eat all day!

OBI-WAN: (Belches, then stands up, embarrassed) Uh... excuse me (hastily exits the cockpit).

QUI-GON: (still looking out the window, oblivious to the previous discourse) Land near the outskirts. We don't want to attract any attention.

The Naboo spacecraft lands in the desert in a swirl of dust. The spaceport of Mos Espa is seen in the distance.

NABOO SPACECRAFT - MAIN AREA Obi-Wan is working on the hyperdrive, still belching, when Qui-Gon walks in, wearing a poncho over his Jedi clothes.

OBI-WAN: The Hyperdrive generator is gone. We will need a new one.

QUI-GON: (frowns, looks up, sniffing) Well, that will complicate things a bit. What is that smell? (looks at Obi-Wan, who turns away, covering his mouth). Don't let them send any transmissions. Be wary... I smell, I mean, I sense a disturbance in the Force.

OBI-WAN: (hand still over mouth) I feel it also, Master.

QUI-GON: (holding nose) Man, it smells like a fried onion sandwich! I hate those things. People who eat them are disgusting! (Walks out of room).

OBI-WAN: (puts hand down and sticks tongue out at Qui-Gon) Elitist snob!

Qui-Gon quickly peeks around the door, still trying to catch Obi-Wan in the act. Obi-Wan just smiles back. Qui-Gon turns and walks away, joining R2-D2 and Jar Jar. They leave the ship to start their long journey across the desert toward the city of Mos Espa.

JAR JAR: Dis sun doen murder tada skin.

From the spaceship, Captain Panaka and Padme run toward them.

PANAKA: Wait!

The group turns and waits for the others to catch up. Padme is dressed in rough peasant's garb.

PANAKA: Her Highness commands you to take her handmaiden with you. She wishes for her to observe the local...

QUI-GON: No more commands from Her Highness today, Captain. This spaceport is not going to be pleasant.

PANAKA: The Queen wishes it. She is curious about the planet.

QUI-GON: (angrily at Padme) Oh crap! Come on then. And don't get too close to me!

MOS ESPA - MAIN STREET QUI-GON: (looking around) This planet is made up of moisture farms for the most part, but also a few indigenous tribes and scavengers. The few spaceports like this one are havens for those who do not wish to be found.

PADME: Like us.

The little group continues to walk down the main street of Mos Espa. They pass dangerous looking citizens of all types. Padme looks around in awe at this environment, then eyes a Tusken Raider walking by.

RAIDER: Hey baby, what's a fine thing like you doing in a place like this?

PADME: (blushing) Oh... well, we're here to...

Qui-Gon steps over to investigate.

QUI-GON: Is there a problem here?

RAIDER: Not 'til you came over, chump!

QUI-GON: What did you call me?

RAIDER: I called you a low-life, sissified, two-bit chump! (Raises rifle).

Qui-Gon throws his poncho over one shoulder, exposing his lightsaber. He then takes out an old, half-chewed cigar and lights it, while staring at the Raider and without saying a word. The Raider becomes terrified at the sight of a Jedi acting like Clint Eastwood. He takes off running.

QUI-GON: (starts coughing, throws cigar down) You'd be amazed how many times that macho crap works. (Looks over to Padme, who's smiling at him with this star-struck, teenager-in-love look). Oh-no... we'd better get going, it's getting late.

Qui-Gon walks ahead, with Padme floating behind him. As Jar Jar nosily watches a couple arguing, he accidentally steps in deep dudu.

JAR JAR: Ooooh... icky... icky... goo. (wiping foot off) Dissen berry berry bad.

MOS ESPA - JUNK DEALER PLAZA The group comes to a little plaza surrounded by several junk spaceship dealers.

QUI-GON: We'll try one of the smaller dealers.

They head for a little junk shop that has a huge pile of broken spaceships stacked up behind it.

WATTO'S JUNK SHOP Qui-Gon, Jar Jar, Padme and R2-D2 enter the dingy junk shop and are greeted by Watto, a disgusting little blue creature who flies on short little wings like a hummingbird.

WATTO: (subtitled) Hi chuba da naga? ("Good day to you. What do you want?")

QUI-GON: I need parts for a J-type 327 Nubian.

WATTO: Ah yes. Nubian. We have lots of that. (subtitled) Peedenkel! Naba dee unko ("Boy, get in here, now!")

QUI-GON: My droid here has a readout of what I need.

A disheveled boy named Anakin Skywalker runs in from the junkyard. He is about nine years old and dressed in old clothes.

WATTO: (subtitled) Coona tee-tocky malia? ("What took you so long?")

ANAKIN: (subtitled) Mel tassa cho-passa... ("I was cleaning the fan switches")

WATTO: (subtitled) Chut-Chut! Ganda doe wallya. ("Nevermind! Watch the store") Me dwana no bata. ("I've got some selling to do here"). (to Qui-Gon) Soooo, let me take-a thee out back. You'll find what you need.

R2-D2 and Qui-Gon follow Watto toward the junkyard. Jar Jar picks up a gadget, trying to figure out its purpose. As he passes Jar Jar, Qui-Gon takes the part out of his hand and puts it back.

QUI-GON: Don't touch anything!

Jar Jar makes a rude face to Qui-Gon's back and sticks out his long tongue. Qui-Gon quickly turns around, catching Jar Jar in the act, and grabs his tongue.

QUI-GON: If I ever catch you doing that again, I'll garrote you with this thing! (Ties tongue around a pole and walks outside to Watto).

Anakin laughs at Jar Jar. Then he sits on the counter, pretending to clean a part, while staring at Padme, who's still looking dreamy-eyed at Qui-Gon outside. She is the most beautiful creature he has ever seen in his life. Anakin clears his throat to get her attention. She looks at him puzzled, then is embarrassed because she realizes he was watching her stare at Qui-Gon.

ANAKIN: Are you an angel?

PADME: What?

ANAKIN: An angel. I've heard the deep space pilots talk about them. They are the most beautiful creatures in the universe. They live on the Moons of Iego I think.

PADME: Now that's one of the best lines I've ever heard, and I've been around. You're a funny little boy... exactly how old are you anyway?

ANAKIN: (defensively) I'm 9 1/2 years old and I'm very mature for my age!

PADME: I'll say! How come you know so much?

ANAKIN: I've been around this place since I was very little, three, I think. My Mom and I were sold to Gardulla the Hutt, but she lost us betting on the Podraces to Watto. Anyway, I've seen a lotta stuff go down around here in the last six years.

PADME: (disappointed) So, you're... a slave? I mean, you don't have any money?

ANAKIN: (defiantly) I am a person! My name is Anakin! And money ain't everything. (Winks at Padme).

PADME: (shocked, but getting interested in Anakin's bold approach) Kinda fresh, ain't ya? You truly are a strange boy! (Smiles and winks back).

ANAKIN: (studies her intently) Wanna get married someday?

Padme stands surprised with her mouth open, about to answer, when Jar Jar, who's since untied his tongue from the pole, pushes the nose on what appears to be a little helmet that instantly comes to life, growing legs and arms, marching around and knocking over everything. Jar Jar tries to hold on to the droid, but can't stop it.

ANAKIN: Hit the nose!

Jar Jar hits the nose and the droid collapses back into its original state. Anakin and Padme laugh. Jar Jar just stands there looking stupid -- again.

WATTO'S JUNK YARD - BEHIND SHOP Watto reads a small portable monitor he is holding. He stands before a hyperdrive.

WATTO: Here it is... a T-14 hyperdrive generator! Thee in luck, I'm the only one hereabouts who has one... but thee might as well buy a new ship. It would be cheaper, I think. Saying of which, how's thee going to pay for all this?

QUI-GON: I have 20,000 Republic Dataries.

WATTO: Republic credits?! Republic credits are no good out here. I need something more real.

QUI-GON: I don't have anything else. (Waves his hand) But credits will do fine.

WATTO: No they won'ta.

QUI-GON: (waves his hand again) Credits will do fine.

WATTO: No, they won'ta! What you think you're some kinda Jedi, waving your hand around like that? I'm a greedy S.O.B.! Mind tricks don'ta work on me -- only money. No money, no parts! No deal! And no one else has a T-14 hyperdrive, I promise you that.

Qui-Gon uses the Force to knock the portable monitor out of Watto's hands.

WATTO: Hey!

QUI-GON: (smiles) Have a nice day (turns and walks away).

WATTO'S JUNK SHOP Jar Jar pulls a part out of a stack of parts to inspect it and they all come tumbling down. He struggles to catch them, only to knock more down. Anakin looks over, irritated.

PADME: Forget about him... he's just stupid. Now where were we? Oh yeah, you were telling me how wonderful my eyes are.

ANAKIN: (still looking at Jar Jar, knowing he's gonna have to fix anything that idiot breaks) Uh... yeah... (looks back at Padme, who's now giving him that dreamy-eyed look). I wouldn't have lasted this long if I weren't so good at fixing things. (Nervously, because Padme's staring is starting to freak him out) Uhhh... hey, I'm making my own droid!

Qui-Gon hurries into the shop, followed by R2-D2.

QUI-GON: We're leaving. Jar Jar.

Jar Jar follows Qui-Gon out of the shop. Padme is still giving Anakin a dreamy look, as she turns to leave the shop.

PADME: I'm glad I met you, Anakin (smiles and waves goodbye as she disappears outside).

ANAKIN: I was glad to meet you too! (Stares intently at the doorway, still trying to figure Padme out).

WATTO: (enters the store and flies over to Anakin, shaking his head). (subtitled) Ootmians! Tinka me chasa hopoe ma booty na nolia. ("Outlanders! They think we know nothing").

ANAKIN: (subtitled) La lova num botaffa.("They seemed nice to me").

WATTO: (subtitled) Fweepa niaga. Tolpa da bunky dunko. ("Oh what do you know, flirting with that girl! Clean the racks, then you can go home").

Anakin lets out a "yippee" and runs out the back.

MOS ESPA - STREET Qui-Gon, R2-D2, Jar Jar and Padme have found a quiet spot between two buildings. The busy street beyond is filled with dangerous looking creatures. Qui-Gon is talking on his comlink, while Jar Jar nervously watches the street. Obi-Wan talks to his master from the main hold of the Naboo craft.

QUI-GON: And you're sure there isn't anything of value left on board?

OBI-WAN: A few containers of supplies, the Queen's gaudy wardrobe, maybe. Not enough for you to barter with. Not in the amounts you're talking about. (Smiling) You know, I used to do a little exotic dancing before hooking up with you. I was pretty good, too. Made a lot of money. I bet if I borrowed something from the Queen, I could still... (hears a loud click noise) Hello? Master?

Qui-Gon, disgusted, puts his comlink away and starts out into the main street. Jar Jar grabs his arm.

JAR JAR: Noah gain... da beings hereabouts cawazy. Weesa be robbed un crunched.

QUI-GON: (looks down at Jar Jar's hand on his arm) Don't touch me.

JAR JAR: (snatches hand away) Ooops, hee hee, meesa sorry!

MOS ESPA - STREET - MARKET Qui-Gon, Padme, Jar Jar and R2-D2 move out into the street. Jar Jar is walking behind the others. They walk by an outdoor cafe filled with a rough gang of creatures, one of which is especially ugly, named Sebulba. Jar Jar stops for a moment in front of a stall selling dead frogs hanging on a wire. He wonders if he's still the shoplifter he used to be. He looks around to see if anyone is watching, then sticks out his tongue, getting hold of one and pulling it into his mouth. However, the frog is tied tightly to the wire. Then the vendor suddenly appears.

VENDOR: (aims sawed-off shotgun right at Jar Jar's face) You want fries with that?

Shocked, Jar Jar opens his mouth and the frog snaps away, ricochets around the stall, and lands in Sebulba's soup, splashing him. As Jar Jar tries to sneak away from the scene, Sebulba jumps over, knocks him on the ground and holds the frog up to his face.

SEBULBA: (subtitled) Chuba!! ("You!!")

JAR JAR: (trembling) Who, meesa?

SEBULBA: (subtitled) Ni chuba na?? ("Is this yours?" Holds the frog up to the Gungan, threateningly).

Jar Jar, sniveling, turns to see Anakin standing next to him. The boy stands up to Sebulba, unafraid.

ANAKIN: (subtitled) Chess ko, Sebulba... Coo wolpa tooney rana. ("Careful, Sebulba... he's a big-time Outlander! I'd hate to see you diced before we race again.")

Sebulba releases Jar Jar and gets in Anakin's face.

SEBULBA: (subtitled) Neek me chowa, wermo, mo killee ma klounkee ("Next time we race, it will be the end of you!") Una noto wo shag, me wompity du pom pom. ("If you weren't a slave, I'd squash you right now.")

Sebulba walks away.

ANAKIN: (subtitled) Eh, chee bana do mullee ra. ("Yeah, it'd be a pity if you had to pay for me.")

Qui-Gon, Padme and R2-D2 come over to Anakin and Jar Jar.

ANAKIN: Hi. Your buddy here was about to be turned into orange goo...

QUI-GON: HE is NOT my buddy!

ANAKIN: (cautiously) Oooh-kaaay. Anyway, he picked a fight with a Dug. An especially dangerous Dug called Sebulba.

JAR JAR: Nosir, nosir. Meesa hate crunchen. Dat's da last ting meesa wanten.

QUI-GON: (pointing in Jar Jar's face) You'd better stay outta trouble! Next time, you won't have a kid around to save your butt! (To Anakin) Thank you, my young friend.

Padme winks at Anakin, who smiles back. They start walking down the crowded street together. The wind is beginning to pick up.

JAR JAR: (still lying) Meesa doen nutten!

TATOOINE - DESERT - SPACESHIP Obi-Wan stands in front of the Naboo spacecraft as the wind picks up and begins to whip at his robe. Captain Panaka exits the ship and joins him.

OBI-WAN: This storm will slow them down.

PANAKA: Yeah, it looks pretty bad. Very dangerous. We'd better seal the ship.

OBI-WAN: Well, I wouldn't go THAT far. You really need to stop being so anxious about things, my friend. (Reaching into utility belt) Here, try some of my...

PANAKA: (angrily) If you offer me those pills one more time, I'll shove that bottle up a certain place so hard, the Force won't even be able to pry it out!!

Obi-Wan swallows hard and puts the pills back. Captain Panaka's comlink sounds off.

PANAKA: (into comlink) Panaka. Okay, we'll be right there. (To Obi-Wan) They're receiving a transmission. Let's go.

Obi-Wan and Captain Panaka hurry back onto the ship.

MOS ESPA - STREET - FRUIT STAND Anakin and the group stop at a fruit stand run by a kindly, very poor old lady named Jira.

ANAKIN: How are you feeling today, Jira?

JIRA: The heat's never been kind to me you know, Annie.

ANAKIN: (embarrassed because of Padme's presence) Please don't call me that! I'm not a little baby any more!

JIRA: (laughing, pinching Anakin's cheek) Oh Annie, you'll always be our little baby around here. (To Padme) Did he tell you about the time he drank too much soda, had a nightmare about some guy in a black outfit who was breathing heavily, causing him to wet the bed... twice?

ANAKIN: (angrily) That was a long time ago!

JIRA: (surprised) It was last Tuesday!

Padme starts laughing, then Qui-Gon, and finally Jar Jar, who's relieved to see someone else being the butt of a joke for a change).

ANAKIN: (tries to change the subject by offering Qui-Gon some fruit from Jira's table) Here, you'll like these...

Qui-Gon, still laughing, rubs Anakin's head and reaches into his pocket for some coins, revealing for a moment his lightsaber. Anakin turns around, surprised.

JIRA: Gracious, my bones are aching! Storm's coming on, Annie. You'd better get home quick.

The winds are getting even stronger as all the shopkeepers begin closing down.

ANAKIN: (to Qui-Gon) Do you have shelter?

QUI-GON: We'll head back to our ship.

ANAKIN: Is it far?

PADME: On the outskirts.

ANAKIN: You'll never reach the outskirts in time. Sandstorms are very, very dangerous. Come on, I'll take you to my place.

The group follows Anakin as he rushes down the windy street.

MOS ESPA - SLAVE QUARTERS - STREET The wind has become a blinding sandstorm as Qui-Gon, Jar Jar, R2-D2 and Padme follow Anakin down the street and into a slave hovel.

ANAKIN'S HOVEL - MAIN ROOM The group enters the main room of a very small residence.

ANAKIN: Mom! Mom, I'm home!

JAR JAR: Ah, dissen cozy... for a bug.

Anakin's mother, Shmi Skywalker, a woman of forty, enters from her work area and is startled to see the room full of visitors.

SHMI: (staring at Qui-Gon) Oh no! Annie, what the...

ANAKIN: These are my friends, Mom.

QUI-GON: I'm Qui-Gon Jinn, that's Padme, and this is Jar Jar Binks.

PADME: And our droid, R2-D2.

ANAKIN: I'm building a droid. You wanna see?

SHMI: Anakin! Why are they here?!

ANAKIN: A sandstorm, Mom. Listen.

The wind howls outside.

QUI-GON: Your son was kind enough to offer us shelter.

SHMI: Oh, great! Now I've gotta figure out how to split five beans among all of us for dinner!

QUI-GON: (irritated) It shouldn't be that hard, woman! I mean after all, there are five of us life forms here. Five divided by five equals one... one bean for each us. Geez, you don't exactly have to be a rocket scientist here!

Shmi is so offended, she runs into the kitchen, weeping. Qui-Gon doesn't have a clue what just happened, until Padme stomps on his foot, hard.

QUI-GON: OW!!! (angrily reaching for his foot, looking at Padme) What?!

PADME: Well, Mr. Tactful-butt, you've done it again. Don't you see that she was trying to tell us how poor they are and that we're gonna eat what little they have left?

Qui-Gon thinks for a moment, then takes five small capsules from his utility belt, walks into the kitchen and hands them to Shmi, who's sitting with her head held down.

QUI-GON: (puts hand on Shmi's shoulder, while handing her the capsules) There. I have enough food here to make a meal for everybody. I was just having a little fun with you.

SHMI: Oh, thank you. Thank you so much. (Stands before Qui-Gon) I'm sorry for acting so inhospitable. I'm usually not that rude... (suddenly groin-kicks Qui-Gon, who groans as his face turns red). There! Now I'M just having a little fun with YOU! I'd say we're even now?

Qui-Gon, bent over, nods and hobbles off into the main room. He looks up to see Padme smirking.

ANAKIN: (runs from his room over to Padme) Come on! Let me show you 3-PO! (He leads Padme into the other room. R2-D2 follows, beeping all the way).

ANAKIN'S HOVEL - BEDROOM Anakin shows off his droid, which is lying on his workbench. There is one eye in the head; the body, arms and legs have no outer coverings.

ANAKIN: Isn't he great?! He's not finished yet.

PADME: He's wonderful! Uh... what is he?

ANAKIN: He's a protocol droid, silly... to help Mom. Watch!

Anakin pushes a switch, and the droid sits up. Anakin rushes around, grabs an eye and puts it in one of the sockets.

C-3PO: (turns to Padme) Hello, my name's Bart Simpson... who the hell are you?

ANAKIN: Yikes, I thought I fixed that bug!

PADME: Well, other than his rude mouth, he's perfect.

ANAKIN: When the storm is over, I'll show you my racer. I'm building a Podracer!

Padme nervously smiles at Anakin's enthusiasm, wondering if the podracer's gonna be rude to her too. R2-D2 lets out a flurry of beeps and whistles.

C-3PO: I beg your pardon. What do you mean I'm naked, mutha...

R2-D2 lets out another flurry of loud beeps and whistles, drowning out the rest of C-3PO's rude remark.

ANAKIN: (quickly turns C-3PO off) Uh, I think he's gonna need a lot more work!

Padme worriedly nods her head in agreement.

NABOO SPACECRAFT - QUEENS CHAMBERS Amidala, her handmaidens, Captain Panaka and Obi-Wan watch a shaky transmission of Sio Bibble's hologram.

BIBBLE: The death toll is catastrophic. We must bow to their wishes. You must contact me!

AMIDALA: What an awful transmission... it's shaking terribly!

PANAKA: The transmission's fine, Your Highness. It's Bibble who's shaking.

OBI-WAN: It's a trick. Send no reply... send no transmission of any kind! (Walks out of room).

ANAKIN'S HOVEL - MAIN ROOM Qui-Gon is listening to his comlink. Obi-Wan is talking to him from the ship's cockpit.

QUI-GON: It sounds like bait to establish a connection trace.

OBI-WAN: What if it is true... and the people are dying?

QUI-GON: More than likely, ol' Bibble's just sniveling again. Either way, we're running out of time.

CORUSCANT Darth Sidious and Darth Maul walk out onto a balcony overlooking the endless horizon of Coruscant at night.

DARTH MAUL: (still wearing sunglasses, bumps into Darth Sidious) Ooops! Sorry, my Master.

DARTH SIDIOUS: Darn it, Maul! I've told you about wearing those things at night! Besides, they don't even look cool after sunset. They make you look like you're on drugs or something. Take them off immediately!

DARTH MAUL: Yes, my Master. (Removes glasses and starts squinting, trying to adjust his orange eyes to the balcony lights). Tatooine is sparsely populated. (Starts blinking) If the trace was correct, I will find them quickly, Master. (Starts rotating eyes, blinking wildly).

DARTH SIDIOUS: (looks at Maul) Move against the Jedi first... you will then have no difficulty taking the Queen back to Naboo to sign the treaty. (Starts blinking wildly in unison with Maul). Darn it, man! Stop doing that... you're freaking me out!

DARTH MAUL: (bows head) Sorry, my Master. (Stops blinking, looks back up to Sidious) At last we will reveal ourselves to the Jedi. At last we will have revenge.

DARTH SIDIOUS: You have been well trained, my young apprentice. They will be no match for you. (Notices Maul grinning at him, rapidly chewing gum) And must you chew gum? (Turns and walks back inside the apartment).

Maul frowns and takes the gum out of his mouth, sticking it under the balcony railing, just as he hears a voice calling out in the distance.

DARTH SIDIOUS: I saw that! Now dispose of it properly.

DARTH MAUL: Yes, my Master. (Takes gum off railing and puts it in a wrapper, while mumbling something rude).

MOS ESPA The giant sandstorm engulfs the town, including the Naboo spaceship on the outskirts of the city center and the slave quarters, where drifts of sand begin building up against Anakin's hovel.

ANAKIN'S HOVEL - KITCHEN Qui-Gon, Anakin, Jar Jar and Padme are seated around a table. Shmi is walking around the table serving a beverage as the wind howls outside.

SHMI: All slaves have transmitters placed inside their bodies somewhere.

ANAKIN: I've been working on a scanner trying to locate mine, but no luck.

SHMI: (sits down at table) Any attempt to escape...

ANAKIN: And they blow you up... BOOM!!! (Slams hand down on the table, just as Padme is drinking water).

PADME: (startled, spills water on herself) Darn it! Now look what you made me do!

JAR JAR: How wude.

ANAKIN: I'm sorry! Here, let me help you (grabs a towel and tries to wipe the water off Padme, who snatches the towel away).

PADME: (staring at Anakin while wiping water off herself) 9 1/2 years old, eh?

Anakin winks at Padme, who's no longer mad and smiles and winks back. She notices Shmi staring at both of them suspiciously.

PADME: (nervously) Uh, I can't believe there is still slavery in the galaxy. The Republic's anti-slavery laws...

SHMI: The Republic doesn't exist out here. We must survive on our own, however we can. (Looks Padme up and down) But I guess I don't have to tell YOU about hustling for a living (looks away while stroking her hair).

Padme sits in shock with her mouth wide open; Qui-Gon quietly snickers; Jar Jar has no clue what's going on. There's an awkward silence. Anakin attempts to end the embarrassing tension.

ANAKIN: Uh, has anybody ever seen a Podrace?

Jar Jar snatches some fruit from a bowl across the table with his tongue. Qui-Gon glares at him.

JAR JAR: (embarrassed) Ex-squeeze me.

QUI-GON: They have Podracing on Malastare. Very fast, very dangerous.

ANAKIN: I'm the only human who can do it.

QUI-GON: You must have Jedi reflexes if you race Pods.

Anakin smiles. Jar Jar attempts to snatch another bit of food from the bowl with his tongue, but Qui-Gon suddenly grabs it between his thumb and forefinger. He picks up a bottle of Louisiana "Gator-Killer" Hot Sauce and sprinkles it liberally on Jar Jar's tongue.

QUI-GON: There. That should teach you not to do that again.

Jar Jar's eyes get very big and start to water, as he grabs a cup. Qui-Gon grabs his hand.

QUI-GON: You'll drink when I say so.

Jar Jar reluctantly releases the cup.

ANAKIN: (eyeing Qui-Gon) You're a Jedi Knight, aren't you?

QUI-GON: What makes you think that?

Jar Jar grabs his throat and starts making gasping noises, but everyone just ignores him.

ANAKIN: I saw your laser sword. Only Jedi carry that kind of weapon.

Qui-Gon leans back and slowly smiles.

QUI-GON: Perhaps I killed a Jedi and stole it from him.

ANAKIN: I don't think so... no one can kill a Jedi.

QUI-GON: I wish that were so.

Jar Jar's eyes start rolling back, as he gets dizzy and starts swaying... still nobody pays him any attention.

ANAKIN: I had a dream I was a Jedi. I came back here and freed all the slaves. Have you come to free us?

QUI-GON: No, I'm afraid not.

ANAKIN: I think you have. Why else would you be here?

QUI-GON: (stares at Anakin for a moment) You know, you ask an awful lot of questions. When I was a kid, such behavior was considered very, very rude. (Stares off into space) I can still remember being punished... punished very, very severely... for asking too many prying, nosey questions. (looks at Shmi, who's watching him nervously) Parents these days... they just let their kids run wild, doing whatever they like, with no respect for authority, no manners. Maybe it's the parents who should be punished... punished very, very severely. (Shmi slowly picks up a butter knife and holds it down to her side). Yes... (now staring at Shmi in a trance) You look like you need to be punished... punished very, very severely.

The room is filled with a prolonged, surreal tension, that's finally broken when Jar Jar passes out into his dinner plate, making a loud crashing noise. Everyone is startled.

QUI-GON: (snaps out of whatever he was in) Uh... uh... where was I? Oh yeah. Uh... we're on our way to Coruscant, the central system in the Republic, on a very important mission.

ANAKIN: (cautiously) Oh, yeah, Coruscant... wow. (to Padme, asking her the questions this time) how did you end up here in the outer rim?

PADME: Our ship was damaged and we're stranded here until we can repair it.

ANAKIN: I can help! I can fix anything!

QUI-GON: (splashes a cup of water in Jar Jar's face) I believe you can, but our first job is to acquire the parts we need.

JAR JAR: (starts moaning in his plate, then looks up with food all over his face; Qui-Gon hands him a cup of water) O tanks! (Gulps water down, then starts licking the food off his face with his tongue, as the others watch perplexed and disgusted).

QUI-GON: Uh... as I was saying, our first job will be to acquire the parts we need...

JAR JAR: Wit no-nutten mula to trade.

PADME: These junk dealers must have a weakness of some kind.

SHMI: (still watching Qui-Gon and clutching the butter knife) Gambling. Everything here revolves around betting on those awful races.

QUI-GON: Pod racing. Greed can be a powerful ally.

ANAKIN: I've built a racer! It's the fastest ever. There's a big race tomorrow, on Boonta Eve. You could enter my Pod.

SHMI: Anakin, Watto won't let you.

ANAKIN: Watto doesn't know I've built it. (points to Qui-Gon) You could make him think it's yours and you could get him to let me pilot it for you.

SHMI: I don't want you to race, it's awful. I die every time Watto makes you do it.

ANAKIN: But Mom, I love it. The prize money would more than pay for the parts they need.

SHMI: Anakin...

QUI-GON: (sighs) Your mother's right. (angrily looks at Shmi) Is there anyone "else" friendly to the Republic who can help us?

SHMI: Well in your case, there's this therapist who might be able to help you with your not-so-repressed feelings of anger.

QUI-GON: (angrily) I don't need any stupid shrink! Who do you think I am, Obi-Wan?!

SHMI: (confused) Obi-who?

QUI-GON: Not "Obi-who"... Obi-Wan! Darn it woman, you sure can't deny that you're as dim as a burnt-out light bulb!

SHMI: (standing) Oh, so now you're gonna start lecturing ME on denial? That's it! (Raises butter knife toward Qui-Gon).

QUI-GON: (looking at the butter knife) Oh now what? No more groin kicks? What are you gonna do, butter me to death? (Stands and starts walking over to Shmi). Give me that thing before somebody gets hurt!

SHMI: (backing up, pointing knife at Qui-Gon) Get back! Don't make me use this!

Qui-Gon stops and Shmi won't put the knife down. It's a stand-off... until Padme can't take it any longer.

PADME: Enough of this crap!! (Walks over and karate chops the back of Shmi's neck, dropping her to the floor). This scene was just going on waaay too long and getting sillier by the minute. Now Qui-Gon, get your butt back over there and sit down! (Qui-Gon, stunned, slowly takes his seat). You... Jar Jar. Stop drinking all that water before you start running to the bathroom every five minutes, causing even further delays on the set! (Looks over at Anakin) Come here, you! (Anakin nervously walks over to Padme). Here, take this towel and wet it, then put it over your mother's head until she comes to. (Looks off set and points) And you, Lucas... sit down!! I'm running this show now!

Anakin puts the towel over Shmi's head and she starts groaning. He and Padme help her to her chair.

SHMI: (dazed) What happened? Ow, my neck is killing me! (starts rubbing neck).

PADME: Nevermind that. Now look people, we need to get back on track and stop deviating from the script. Now, where were we. Oh yeah, Shmi, Qui-Gon just asked you if there was anyone friendly to the Republic. You shake your head no and... (a voice is heard protesting in the distance). Darn it, George!! I thought I told you to sit down!! And shut up!! I'm doing this now! What?! (the voice is still heard complaining off set) Look, don't make me come over there! Alright, then! (turns and faces the others at the table) Now, is everybody ready? Okay... and... ACTION!!!

SHMI: (shakes her head no) No, there is no one.

ANAKIN: (sadly) Mom... you said that the biggest problem in the universe is no one helps each other.

SHMI: (still rubbing back of neck) Anakin...

PADME: Look, I'm sure Qui-Gon doesn't want to put your son in danger. We'll find some other way.

SHMI: No, there is no other way. I may not like it, but he can help you. He was meant to help you.

Qui-Gon, still watching Padme, finally looks away at Anakin with this "could he be the chosen one?" look on his face.

MOS ESPA - JUNK DEALER PLAZA The storm has passed. Vendors and Street People clean up the mess and rebuild their food stalls. Jar Jar sits on a box in front of Watto's junk shop, watching all the activity with growing nervousness. R2-D2 is standing next to him. Padme follows Qui-Gon, then stops, as he is about to enter the shop.

PADME: Are you sure about this? Trusting our fate to a boy we hardly know. The Queen will not approve.

QUI-GON: The Queen does not need to know.

PADME: (pouts) Well, I don't approve.

QUI-GON: Awww... you're sooo cute when you start pouting (pinches Padme's cheek, until she slaps his hand away; he laughs, then turns and goes into the shop).

WATTO'S JUNK SHOP Qui-Gon walks over Watto and Anakin.

WATTO: The boy tells me you wanta sponsor him insa race. How can you do this? Not on Republic credits,I think (laughs).

QUI-GON: (sarcastically) Oh, ha, ha... my aren't we funny today (rolls eyes). My ship will be the entry fee.

Qui-Gon pulls a small object that looks like a watch out of his pocket and a hologram of the Naboo spacecraft appears about a foot long in front of Watto. He studies it.

WATTO: Not bad, not bad. Nubian, huh?

QUI-GON: It's in good order, except for the parts we need.

WATTO: But what would the boy ride? He smashed up my Pod in the last race. It will take some long time to fix it.

ANAKIN: Uh... it wasn't my fault, really. Sebulba flashed me with his vents. I actually saved the Pod... mostly.

WATTO: (laughing) That you did. The boy is good, no doubts there.

QUI-GON: I have acquired a Pod in a game of Scrabble... "the fastest ever built."

WATTO: I hope you didn't cheat anyone I know for it. (laughs) So, you supply the Pod and the entry fee; I supply the boy. We split the winnings 50-50 I think, huh?

QUI-GON: Whoa, whoa... 50-50?! Why you little... if it's gonna be 50-50, YOU'RE fronting the cash for the entry! If we win, you keep all the winnings, minus the cost of the parts we need. If we lose, you keep my ship.

Watto thinks about this.

QUI-GON: Geez, what's to think about here? Either way, you win, you idiot.

WATTO: Deal! (slaps Qui-Gon's hand; the Jedi smiles and leaves the shop). (subtitled) Yo bana pee ho-tah, meedee ya. ("Your friend is a foolish one, methinks.")

NABOO SPACECRAFT - TATOOINE DESERT Obi-Wan stands in the main hold of the Naboo spacecraft, speaking into his comlink to Qui-Gon, who is on the back porch of the hovel.

OBI-WAN: What if this plan fails, Master? We could be stuck here for a long time.

QUI-GON: Well, it's too dangerous to call for help. And a ship without a power supply will not get us anywhere. And... there's something about this boy.

OBI-WAN: Uh, well... my offer to dance for cash still stands Master, if you... (hears loud click noise). Hello?

MOS ESPA - SLAVE QUARTERS - PORCH Qui-Gon puts the comlink away as Shmi comes onto the porch. Padme, Anakin, Jar Jar, C-3PO and R2-D2 work on the engines of the Podracer in the courtyard below.

QUI-GON: You should be proud of your son. He gives without any thought of reward.

SHMI: (upset) How do you know? Did you ask him if he wanted a reward? Or did you just plan on keeping all the winnings for yourself, you greedy...

QUI-GON: (upset) What's the matter with you, woman? Why are you trippin' like this? Ever since I set foot in this house, you've done nothing but attack me! Why?!

SHMI: (wryly) Oh, I don't know. I guess I just don't get that warm fuzzy feeling for angry guys who think I need to be punished severely. I'm kinda funny that way.

QUI-GON: Oh, that. Look, maybe you're right. Maybe I should see somebody about my anger. Either that or start taking some of Obi-Wan's "happy pills". (nervously smiles at Shmi, who isn't smiling back) Uh, anyway, I sense there's something else bothering you. Something from the past. Something that directly involves me. (moves closer to Shmi) There is something familiar about you... and the boy. It's weird, like we've met before or something. (Shmi turns away but Qui-Gon puts his hand on her shoulder and turns her back around) And Anakin... he has special powers.

SHMI: Yes.

QUI-GON: He can see things before they happen. That's why he appears to have such quick reflexes. It is a Jedi trait.

SHMI: Yes. He obviously inherited his Jedi powers.

QUI-GON: The Force is unusually strong with him, that much is clear. Who was his father?

SHMI: (Turns away again. Qui-Gon stands very close behind her. She looks off in a dream-like state and smiles) It was over 10 years ago... Ladies Night at the Mos Eisley Cantina. Me and a couple of friends were having a few drinks. We were having a great time getting wasted. Then, I saw him... this young, tall, blue-eyed stud muffin standing across the room, staring at me. He was the most beautiful thing I had ever seen. Well, one thing led to another and... I was pretty drunk. I never even knew who he was, except that he was a Jedi Knight, who promised to return and marry me the following day.

QUI-GON: (looks away, stunned, thinking out loud) I said that? (to Shmi) I mean, HE said that? So... HE must be the father then.

SHMI: (turns and faces Qui-Gon) NO!!! There was no father! I carried him, I gave birth, I raised him... that's it! I felt so humiliated and "used" when that Jedi jerk didn't come back. I didn't want my anger and pain to become Anakin's, so I made-up this "no father" crap. (with a crazed look) I'm his "Virgin Mom" and I'm telling you -- no, warning you -- that there was no father! Get it?!

QUI-GON: Yeah, I'm getting it alright... you're nuts! I'm taking him away with me. Had he been born in the Republic, I would have found him long ago and he would have become a Jedi, like his father. Maybe it's not too late, if I take him now.

SHMI: (smirks) So, what's your plan, Jedi-man? You gonna steal him away in the night? And as soon as Watto finds out, BOOM!!! My kid's gonna be splattered from here to eternity!

QUI-GON: (worriedly) Hmmm... I forgot about the transmitter. There's got to be another, less messy way.

Shmi and Qui-Gon stare out into the courtyard, watching Anakin. Kitster (a young boy about Anakin's age), Seek (a boy of ten), Amee (a girl of six), and Wald (a Greedo Type, six years old), join Anakin, Jar Jar, R2-D2, C-3PO and Padme, securing some wiring.

KITSTER: Wow, a real Astro Droid! How'd you get so lucky?

ANAKIN: This isn't the half of it. I'm entered in the Boonta Race tomorrow!

KITSTER: What? With this?!

WALD: (subtitled) Annie, Jesko na joka. ("You are such a joker, Annie.")

ANAKIN: (walks over to Wald and angrily starts poking him in the chest) I told you to stop calling me "Annie"!

AMEE: You've been working on that thing for years... it's not gonna run.

SEEK: Come on you guys, he's always been such a big stupid weirdo! Let's go play ball. Keep it up, "Annie", and you're gonna be bug squash!

Seek, Wald and Amee take off, laughing. Anakin is upset and starts to have a vision, set far in the future. Seek has become a high-ranking military official, who's just been mouthing off to some guy in a strange black outfit. Then the guy uses some special powers and Seek begins choking. Anakin grins, as he watches little Seek run off with the other kids.

ANAKIN: (turns and notices Jar Jar standing by the energy binder plates) Hey! Jar Jar! Keep away from those energy binders.

JAR JAR: Who, meesa?

ANAKIN: If your hand gets caught in that beam, it will go numb for hours.

Jar Jar clumsily drops a tool on the ground. As he bends down to retrieve it, his head gets caught in the energy beam and he's zapped. Jar Jar jerks and tosses the tool into the afterburner. He tries to speak, but his tongue hangs limply out of his mouth and his words are garbled.

KITSTER: You don't even know if this thing's gonna run.

ANAKIN: It will.

As Jar Jar tries to retrieve the tool again, his hand becomes stuck in the afterburner. Qui-Gon walks up to Anakin and hands him a small battery.

QUI-GON: Here, my son. I think it's time we found out. Here's the power charge.

Anakin jumps into the little pod behind the two giant engines. He puts the power pack into the dashboard. Everyone backs away, except for Jar Jar who calls for help. Unfortunately, Padme hears him and frees him. Then the engines ignite with a roar. Everyone cheers.

ANAKIN: IT'S WORKING!!! IT'S WORKING!!!

Watching from the porch, Shmi smiles, then looks worried, as she wonders if Qui-Gon is going to open his big mouth... just like she did earlier.

SLAVE QUARTERS - BALCONY It is night, as Anakin sits on the balcony rail of his hovel and Qui-Gon tends to a cut on the boy's arm.

QUI-GON: Sit still, Annie. Let me clean this cut.

ANAKIN: Aw, come on... I wish you guys would stop calling me that! You don't realize it now, but that name is causing me irreversible psychological damage that will result in my future sociopathic behavior, causing utter havoc and chaos throughout the galaxy, and creating the greatest disturbance and unbalance in the Force.

Qui-Gon, mouth open, sits frozen in stunned silence. Then the boy leans back to look at the vast blanket of stars in the sky.

ANAKIN: There are so many! Do they all have a system of planets?

QUI-GON: (still dazed) Uh, yeah -- "Anakin" -- most of them.

ANAKIN: Has anyone been to them all?

QUI-G0N: Uh, no, not likely.

ANAKIN: I want to be the first one to see them all... maybe when I'm ruler of the galaxy! (starts laughing).

Qui-Gon, startled, accidentally scrapes Anakin's arm, making it bleed again. He then wipes the patch of blood off Anakin's arm.

ANAKIN: Ouch!

QUI-GON: Uh, sorry, my son. There we are, good as new.

SHMI: (yells from inside the hovel) Annie, bedtime!

ANAKIN: (quivers at being called that name again) I swear, if she weren't my mom, I'd...

Qui-Gon nervously smiles and pats Anakin's head, then scrapes his blood onto a comlink chip.

ANAKIN: What are you doing?

QUI-GON: Checking your blood for infections.

SHMI: (yelling from the doorway) Annie! I'm not going to tell you again!

Anakin grimaces. Then Qui-Gon hugs him and kisses him on the forehead. Anakin looks bewildered.

QUI-GON: (smiling) Time for bed now... you have a big day tomorrow. Goodnight, my son.

ANAKIN: (pushes away) Hey, what's wrong with you?! You keep patting me, hugging me, kissing me, calling me "son"... you've been acting extra weird lately. What's up with that? You going senile or something?

QUI-GON: (angrily) Senile?! I'm not even fifty years old yet!! (Nervously smiles and tries to calm down) Uh, don't be silly now, of course not. (rubs Anakin's head) Looks like somebody's gone way past their sleepy time. Now be a good boy and run along, before the sandman comes and doesn't leave you any sweet dreams tonite.

Anakin shakes his head, mumbles and runs into the hovel. Qui-Gon takes the blood stained chip and inserts it into the comlink, then calls Obi-Wan.

QUI-GON: Obi-Wan...

OBI-WAN: Yes, Master.

QUI-GON: I need an analysis of this blood sample I'm sending you.

OBI-WAN: What kind do you want? Drug, alcohol, pregnancy...

QUI-GON: No, it's for the boy! I need a midi-chlorian count.

OBI-WAN: (pauses) The readings are off the chart... over twenty-thousand.

QUI-GON: (almost to himself) That's it then.

OBI-WAN: Even Master Yoda doesn't have a midi-chlorian count that high!

QUI-GON: No Jedi has (thinks to himself "...well, except me.")

OBI-WAN: What does it mean?

QUI-GON: I'm not sure (thinks to himself again "...gee, I guess I really am the boy's father.")

The Jedi Knight looks up and sees Shmi in the doorway watching him, wiping some kitchen utensil with a towel.

SHMI: I mean it! (shows him the butter knife she was wiping) He has no father!

Qui-Gon looks away, sighs and shakes his head.

TATOOINE - DESERT MESA A Sith spacecraft lands on top of a desert mesa at dusk. The door opens and very loud, cheesy theme music is heard booming from inside. Darth Maul exits the ship and walks to the edge of the mesa, studying the landscape with a pair of electrobinoculars. His head bobs to the music as he picks out the lights of three different cities in the distance. Then he pushes buttons on his electronic armband. Three basketball-sized probe droids float out of the ship and head off in three different directions, toward the cities. Maul stands on the mesa and watches them through his electrobinoculars, while singing.

MOS ESPA ARENA - MAIN HANGAR It's morning at the racing arena's main hangar, a large building filled with a dozen or so Podracers being readied for the day's big event. Crews and pilots rush about, making last minute fixes on their vehicles. Watto, Qui-Gon and Jar Jar walk through all the activity.

WATTO: I want to see your spaceship the moment the race is over.

QUI-GON: Patience, my blue fiend. You'll have your winnings before the suns set. And we'll be far away from this dried-up little planet.

WATTO: Not if your ship belongs to me, I think. I warn you, no funny business.

QUI-GON: Are YOU accusing ME of being a con-artist? Or is it you just don't think Anakin will win?

Watto stops before an orange racer. Sitting to one side, having his shoulders and neck massaged by twin Yobanas, is Sebulba. Jar Jar looks over and gasps.

WATTO: Don't get me wrongo. I have great faith in the boy. He's a credit to your race, but Sebulba there is going to win, I think.

QUI-GON: Why do you think that?

WATTO: He always wins... he's a cheating piece of scum, like-a me. (laughs) I'm betting heavily on Sebulba.

QUI-GON: (thinks for a moment) I'll take that bet.

WATTO: (suddenly stops laughing) What?!

QUI-GON: I'll wager my new racing Pod against... say... the boy and his mother.

WATTO: No Pod's worth two slaves, not by a long shot.

QUI-GON: The boy then.

WATTO: (pulls out a small cube from his pocket) We'll let fate decide, eh? I just happen to have a chance cube. Blue it's the boy, red his mother...

Qui-Gon lifts his hand slightly, knocking the cube out of Watto's hand.

WATTO: Hey!!

The cube lands on the blue side. Qui-Gon and Jar Jar smile. Watto is angry.

QUI-GON: It was a fair toss.

WATTO: You won the small toss, outlander, but you won't win the race, so... it makes little difference.

Anakin and Padme enter the hangar on an Eopie, a camel-like creature. Kitster and Shmi ride on another Eopie. With C-3PO walking alongside, R2-D2 tows the Pod. Watto passes Anakin as he leaves.

WATTO: (subtitled) Bonapa keesa pateeso, o wanna meetee chobodd. ("Better stop your friend's betting, or I'll end up owning him, too". Flies off, laughing).

ANAKIN: What did he mean by that?

QUI-GON: Don't pay that fool no mind.

R2-D2 beeps at C-3PO.

C-3PO: Oh my, that blue fellow certainly is a little piece of s...

R2-D2 emits a series of loud beeps and whistles.

C-3PO: Yes, he's a real bas...

R2-D2 emits an even louder series of beeps and whistles.

KITSTER: (to Anakin) This is so wizard! I'm sure you'll do it this time.

PADME: Do what?

KITSTER: Finish the race, of course!

PADME: You've never won a race?

ANAKIN: Well... not exactly.

PADME: Not even finished?!

ANAKIN: (getting cocky) Hey chill-out, baby! Kitster's right, I will this time (winks at Padme).

QUI-GON: (walks up behind Anakin, placing his hands on his shoulders) Of course you will, my son.

Anakin looks embarrassed, as Qui-Gon rubs the boy's head and smiles.

MOS ESPA - STREET One of Darth Maul's probe droids slowly floats down the main street of Mos Espa. It looks into shops and studies people as it searches for Obi-Wan, Qui-Gon or the Queen. A Jawa tries to steal the droid but when he grabs it, gets fried by 50,000 volts of anti-theft protection Dark Side lightning.

MOS ESPA - DESERT RACE ARENA A large semi-circular amphitheater holding a hundred thousand people dominates the landscape. Large viewing platforms loom over the racetrack.

MOS ESPA ARENA - ANNOUNCER'S BOX A two-headed announcer called Fode & Beed describes the scene.

FODE: Toogie! Toogie! ("Greetings") We have perfect weather today for the Boonta classic. The most hazardous of all Podraces.

BEED: That's absolutely right. And a big turnout here, from all corners of the Outer Rim territories. I see the contestants are making their way out onto the starting grid.

MOS ESPA - DESERT RACE ARENA On the left side of the tracks across from the grandstands, a line of Podracers emerges from the large hangar, surrounded by several crew members. Pods are pulled by a wide variety of creatures and are led by persons or droids carrying flags. The pilots stand facing the royal box.

FODE: Yes, there they are!

BEED: I see Ben Quadinaros from the Tund system.

FODE: And Gasgano in the new Ord Pedrovia.

BEED: Two time winner, Boles Roor...

FODE: On the front line the reigning champion, Sebulba!!

The crowd roars, as Sebulba waves.

BEED: And a late entry, Anakin Skywalker, a local boy.

Anakin waves to the cheering crowd.

MOS ESPA - ARENA - STARTING GRID Anakin attaches the giant engines to his Pod with a long cable. Sebulba sneaks over and bends down a part protruding from one of Anakin's engines. He looks around to see if anyone has noticed. He walks over to Anakin and gives him a sinister grin.

SEBULBA: Bazda wahota, shag. Dobiella Nok. Yoka to Bantha poodoo. (You won't walk away from this one, slave scum! You're Bantha poodoo.")

ANAKIN: (subtitled) Cha skrundee da pat, sleemo. ("Spin on this, slime-ball." Anakin holds up a screwdriver to Sebulba's face).

Sebulba's eyes get big, then he sneers and walks away as Qui-Gon approaches.

QUI-GON: Are you all set, son? (Anakin rolls his eyes) Right. (Qui-Gon helps Anakin into his Pod; the boy straps himself into the tiny racer). Remember, concentrate on the moment. Feel. Don't think. Trust your instincts. (Smiles and rubs Anakin's head) May the Force be with you, my son. (Steps back as Anakin puts on his goggles).

MOS ESPA - ARENA - ROYAL BOX Jabba the Hutt enters the box and waves to the crowd.

FODE: His honor, our glorious host, Jabba the Hutt has entered the arena.

The crowd cheers. Several other slug-like hutts follow, along with other creatures and a slave girl on a chain. Jabba throws kisses to the fans.

JABBA: (subtitled) Ka bazza kundee hodrudda! ("Let's get ready to RUMBLEEEEE!!!")

MOS ESPA - ARENA - STARTING GRID The pilots flip switches and powerful energy binders shoot between the engines. Anakin flips a switch and his engine starts. The incredible roar of high-powered engines igniting echoes throughout the arena. The flag bearers move off the track. The crowd eagerly awaits the start of the race.

FODE: The power couplings are being activated.

BEED: Hey, it looks like they're clearing the grid.

MOS ESPA - ARENA - VIEWING PLATFORM Shmi looks anxiously at Qui-Gon as he enters the viewing platform. Padme and Jar Jar are already on board. The platform rises like an elevator.

SHMI: I swear, if he gets hurt... (raises a clenched fist to Qui-Gon).

QUI-GON: (rolls eyes, turns away) Oh give it a rest!

PADME: (steps over to Qui-Gon) You Jedi are far too reckless. The Queen...

QUI-GON: And don't YOU get started again! The Queen trusts my judgment, young handmaiden. You should too. (Smiles and pinches Padme's cheek).

PADME: (angrily slaps Qui-Gon's hand away) You assume too much!

MOS ESPA - ARENA - ROYAL BOX Jabba bites off the head of his snack and spits it at a gong, signaling the start of the race.

MOS ESPA - ARENA - STARTING GRID On a bridge over the track, a great green light at the center flashes. The Podracers shoot forward with a high-pitched scream. Anakin's engine floods and coughs -- then dies. All the other Podracers except one swerve around him and disappear around the track. He struggles to get his racer started. The two-headed announcer reports.

FODE: And they're off!

BEED: Oh, wait. Little "Annie" has stalled.

Anakin glares at the announcers, as he flips switches, trying to start his engines. Padme and Jar Jar are upset. Qui-Gon puts his arm around a worried Shmi to comfort her, but starts overdoing it, as he reminisces about that night in Mos Eisley. Shmi elbows him, turns and glares. He releases her, grinning nervously. She turns back around just as Anakin's engines ignite. He zooms away after the receding pack of competitors, leaving one quadra-Pod racer still trying to get started. The two-headed Announcer describes the race as it progresses.

BEED: And there goes Skywalker! He'll be hard pressed to catch up with the leaders today.

MOS ESPA - RACETRACK The Podracers fly across the desert. Sebulba drives his Pod into one of his rivals, forcing him to crash into the wall of a large rock formation. Anakin is much faster than the back-end stragglers and passes them easily. Four Tusken Raiders are perched on a cliff above the race course.

RAIDER #1: Hey, isn't that the runt who's been hanging out with that Jedi chump?

RAIDER #2: Well I'll be! Let's nail the little brat!

The Raiders begin firing their rifles at Anakin's Podracer in the canyon below them. One shot ricochets off the back of his Pod.

BEED: Looks like a few Tusken Raiders have camped out on the canyon dune turn.

Padme, Jar Jar, Shmi and Qui-Gon worriedly watch a hand-held view screen. R2-D2, down in the pits with Kitster and C-3PO, lets out a distressed sigh; C-3PO lets out a few profanities. Anakin is powering around corners and over hills and cliffs, passing other racers right and left. Sebulba is in the lead. Anakin works his way through a dense mass of racers as they zoom over a dune sea, kicking up dust. Some of the other racers are either crashing accidentally or at the hands of Sebulba.

MOS ESPA - ARENA - VIEWING PLATFORM Qui-Gon, Padme and Shmi search the landscape for any sign of the racers. Watto is laughing with his friends, confident in Anakin's defeat. The quadra-Pod engines start just as the racers come around the corner. The pilot puts it in gear and the four engines go off in all directions, exploding in a spectacular display. The Pod drops to the ground as Sebulba enters the arena, closely followed by all the other racers. Kitster strains to see, as R2-D2 beeps excitedly. The announcer continues.

BEED: Oooh, there goes Quadinaros' power couplings!

FODE: Here comes Sebulba in record time!

Qui-Gon, Padme, Shmi and Jar Jar eagerly watch as Anakin approaches. Lap two. Sebulba and the remaining racers pass the main arena. The crowd stands and yells as the Podracers scream off into the distance.

PADME: Here he comes!

R2-D2 lets out an excited whistle, as Kitster yells.

C3-PO: He has to complete two more circuits? Well I'll be da...

C-3PO is drowned out by the sound of Anakin's racer coming around the bend, quickly gaining on the pack. The two-headed announcer describes the action. The crowd goes wild.

BEED: It looks like Skywalker is moving up through the field. He's in...

FODE: Sixth place, not bad.

Anakin continues to gain on the pack. The tension for Shmi and Padme is unbearable. Another racer is getting close to Sebulba, who throws a small part from his Pod into the racer's engine, causing him to crash, barely missing Anakin. Skywalker finally catches up with Sebulba and runs neck and neck over the rough terrain. Jar Jar, Qui-Gon, Shmi and Padme are excited as Anakin comes through the arena. The lights in the tower indicate that this is the third and final lap. After passing through the arena, Sebulba rams Anakin, who is forced off course.

BEED: Skywalker is forced onto the service ramp!

FODE: Uh-oh!

In a surprise move, Anakin flies high over Sebulba, then dives in front of him to take the lead.

BEED: It's Skywalker! A sudden controlled thrust and he's back on course!

Sebulba is furious. He stays right on Anakin's tail, pushing the boy's engines to the limit. The part on Anakin's engine that Sebulba loosened before the race, begins shaking violently and finally falls off. Warning lights and alarms go off on Anakin's control panel, as he begins losing one of his engines. He switches over to an auxiliary system, flipping various switches, until the engine is finally restored to full power. Meanwhile, Sebulba has passed him and is gaining a big lead. Watto and friends are cheering. Qui-Gon and friends are worried, but hopeful. Anakin starts to gain on Sebulba and finally catches up with him, as they race down the final stretch of the track.

BEED: He's caught Sebulba!

FODE: Incredible!!

Sebulba veers toward Anakin and bangs into his Pod. The young boy struggles to maintain control as the steering rods on the two Pods become hooked together.

BEED: That little human being is out of his mind!

FODE: They're neck and neck!

BEED: They're side by side!

FODE: Shoulder to shoulder!!

As they head for the final stretch, Anakin fights to unlock the steering rods by trying to pull away from Sebulba. The strain on the steering rod is tremendous. Suddenly, Anakin thrusts his engines, breaking free of Sebulba, whose pod spins out of control and into an ancient statue. One engine explodes, then the other. Sebulba skids through the wreckage, unhurt. He slides to a smoking stop and bangs on his racer.

SEBULBA: PO-YO!!!

Anakin flies triumphantly into the arena, as Padme and Jar Jar jump up and down with excitement. R2-D2 whistles and beeps wildly; C-3PO's rude mouth is drowned out by the cheers of the crowd. Kitster and Wald dance around celebrating. Qui-Gon and Shmi share a loving smile, then snap back to reality and quickly turn away from one another. Anakin races over the finish line, the winner.

BEED: It's Skywalker! The crowd is going nuts! Ooh-Ah-Ooh-Ah! (rocks head in tandem with partner).

As Anakin stops the Podracer, Qui-Gon, Shmi, Padme and the others run up to congratulate him. Thousands of spectators join them in the celebration.

MOS ESPA - ARENA - MAIN HANGAR The Main Hangar is almost deserted as racers depart.

SHMI: (hugging and kissing Anakin) It's so wonderful, Annie. You have brought hope to those who have none. I'm so very proud of you! (Hugs Anakin tighter and tighter until he pulls away, embarrassed).

PADME: We owe you everything. (Hugs Anakin, who holds her tighter and tighter until she pulls away, embarrassed).

MOS ESPA - ARENA - WATTO'S PRIVATE BOX Several persons leave Watto's box, laughing and counting their money. Watto sees Qui-Gon standing in the doorway.

WATTO: You! You swindled me! You knew the boy was-a going to win! Somehow you knew it! I lost everything.

QUI-GON: Whenever you gamble my friend, eventually you'll lose... any Day Trader will tell you that. Bring the parts to the main hangar. I'll come by your shop later on so you can release the boy.

WATTO: You can't have him! It wasn't a fair bet.

QUI-GON: What?! (angrily grabs Watto's nose/trunk and quickly ties it into a knot) Now, do we need to discuss this any further?

WATTO: (writhing in pain, while trying to untie nose/trunk) NO!!! No... take him, take him!!

TATOOINE DESERT - NABOO SPACECRAFT R2-D2, Qui-Gon, Padme and Jar Jar arrive at the ship, bringing a large amount of supplies and the hyperdrive. Obi-Wan comes out of the ship and joins them.

QUI-GON: We've got all the essential parts. I'm going back... some unfinished business. I won't be long.

OBI-WAN: Why do I sense we've picked up another pathetic life form?

QUI-GON: It's the boy who's responsible for getting us these parts! Now shut your yap and get this hyperdrive generator installed.

Qui-Gon turns to ride back into Mos Espa.

OBI-WAN: Yes, Master. (sticks tongue out, frowns and mocks Qui-Gon) "It's the boy who's responsible for getting us these parts..."

Qui-Gon spins around, again trying to catch Obi-Wan, but the apprentice quickly turns toward the ship and walks away while cleaning his ear.

ANAKIN'S HOVEL - MAIN ROOM Shmi is at her workstation when Anakin bursts through the door, followed by Qui-Gon.

ANAKIN: Mom, he sold the Pod! Look at all the money we have! (Hands Shmi the money).

SHMI: Oh, my goodness! That's wonderful. (to Qui-Gon) I guess you're not as greedy as I thought.

QUI-GON: (gives Shmi a big fake grin, then smiles at Anakin) Anakin has been freed.

ANAKIN: What?!

QUI-GON: You're no longer a slave, son.

Anakin jumps for joy; Shmi is happy, yet sad.

ANAKIN: Did you hear that, Mom?!

SHMI: Now you can make your dreams come true, Annie. You're free! (Turns to Qui-Gon) Well, I guess you did find a less messy way to take him with you. Is he to become a Jedi?

QUI-GON: Yes... our meeting was not a coincidence. Nothing happens by accident...

SHMI: (mumbling) Unless you run into some smooth-talking player on Ladies Night at the Mos Eisley Cantina.

Qui-Gon glares at Shmi.

ANAKIN: You mean, I get to go with you in your starship and everything?!

QUI-GON: (kneels down before the boy) Anakin, my son, training to become a Jedi will not be an easy challenge. And even if you succeed, it will be a hard life.

ANAKIN: But I wanna go, it's what I've always dreamed of doing. (turns to Shmi) Can I go, Mom? Please? Pretty please? Pretty please with sugar on top...

SHMI: Alright, alright! Look, this path has been placed before you, Anakin; the choice is yours alone.

ANAKIN: (thinks for a moment) I want to go.

QUI-GON: Then pack your things, my son. We haven't much time.

ANAKIN: Yippee!! (hugs Shmi and starts for his room, then stops and turns around). What about Mom? Is she free too? You're coming, aren't you Mom?

QUI-GON: I tried to free your mother, Anakin, but Watto wouldn't have it.

SHMI: (mumbling) Yeah, sure.

Anakin walks over to Shmi, who takes both of his hands in hers and draws him close.

SHMI: Son, my place is here. My future is here. It is time for you to let go.

ANAKIN: I don't want things to change.

SHMI: (sadly) You can't stop the change any more than you can stop the suns from setting. Oh, I love you (hugs Anakin). Now, hurry.

ANAKIN: (backs away, sadly holding head down) I'm going to miss you so much, Mom. (Pauses, then looks up grinning) Oh well... at least I'M gettin' outta this dump!! (cheerfully skips to his room, whistling).

SHMI: (upset) Why that little ungrateful son of a Jedi... he didn't used to act this rude until you showed up.

QUI-GON: (getting angry) Look woman, don't start with me again! You raised him. Don't blame me for your feeble parenting skills!

SHMI: (standing) Well, at least I was around to use what little parenting skills I had, while you were out chasing freaks and green women across the galaxy!

QUI-GON: (getting angrier, steps nearer to Shmi) That was Captain Kirk, you dimwit!!

SHMI: (getting angry, steps closer to Qui-Gon) Oh that's right, blame someone else, you lying, cheating, dead-beat dad!!

QUI-GON: (stands right up against Shmi) Dead-beat dad?! How could I be a dead-beat dad if I didn't even KNOW I was a dad?!

SHMI: (standing on toes, getting right in Qui-Gon's face) Well maybe you would have, if only you came back and married me like you promised! I mean, you could've called or contacted me by comlink, the Force, something, anything!!

QUI-GON: Darn it, woman!!

Qui-Gon grabs Shmi and starts kissing her. She starts pushing away, but then embraces him instead. After a long, slurpy kiss, Qui-Gon smiles at Shmi.

QUI-GON: (arrogantly) There. You looked like you could use a good kiss. Say baby, doesn't this kinda remind you of that night in Mos Eisley when... AAARRRGGGHHH!!!

Shmi has just groin-kicked Qui-Gon, again.

SHMI: (walking into the kitchen) Yeah, now that you've mentioned it... it does!

ANAKIN'S ROOM Anakin is in his room, still whistling, and turns on C-3PO. Then he starts packing a few things in a small backpack. C-3PO stares at him blankly.

ANAKIN: Well 3-PO, I'm free... and soon, I'll fly away in a starship!

C-3PO: Master, you are my maker and I wish you well. Although I'd like it better if I were a little less naked. I mean, this is pretty sh....

ANAKIN: (interrupting) I'm sorry I wasn't able to finish you, 3-PO -- give you coverings, manners, and all. I'm going to miss working on you. You've been a great pal. I'll make sure Mom doesn't sell you or anything. Bye (runs out of the room).

C-3PO: (watching Anakin leave the room) Sell me?! Wait, come back here, you little son of a b.... (C-3PO suddenly shuts down, as Anakin forgot to recharge his power supply).

MOS ESPA - STREET - SLAVE QUARTERS Anakin walks away, following Qui-Gon, who is still a little bent over and walking kinda funny. Then he stops to look back at his mother standing in the doorway. He turns and looks at Qui-Gon, who's stopped to wait for him with this strange look of fear and pain on his face. Anakin then turns back around and runs to his mother, who kneels down to hug and kiss him.

ANAKIN: (upset) I can't do it, Mom. I just can't do it.

SHMI: Annie...

ANAKIN: (trying not to cry) Will I ever see you again?

SHMI: What does your heart tell you?

ANAKIN: I hope so... yes... I guess.

SHMI: Then we will see each other again... I hope. (Thinks to herself, "why hasn't Lucas called yet?")

ANAKIN: I will come back and free you, Mom... I promise.

SHMI: (looks down, trying not to cry, thinking "yeah, that would be cool... then Lucas would HAVE to call me!"; takes a deep breath and looks back up to Anakin) Now, be brave, and don't look back... don't look back.

Shmi stands, then turns Anakin around so he is facing Qui-Gon. With a gentle nudge, she sends him off. Shmi sadly watches Anakin walk out of her life... then slowly smiles as she realizes she can have her swinging singles lifestyle back again.

TATOOINE - DESERT MESA One of the probe droids returns and reports to Darth Maul. The Sith Lord puts on his sunglasses, sets the remote control alarm on his ship, then gets on a speeder bike and heads for Mos Espa.

TATOOINE - DESERT - NABOO SPACECRAFT Qui-Gon and Anakin are running toward the Naboo spacecraft. Anakin is having a hard time keeping up.

ANAKIN: Hey Qui-Gon, hold up!

Qui-Gon turns around and sees a sinister figure bearing down on a speeder bike.

QUI-GON: ANAKIN, DROP!!!

Anakin drops to the ground just as Darth Maul sweeps over him. The Sith back-flips off his speeder bike into the air and comes swooping down on Qui-Gon, with his lightsaber drawn. The Jedi quickly draws his lightsaber and a fierce duel begins.

QUI-GON: Anakin, get to the ship!! Tell Obi-Wan to get his butt out here, STAT!!!

Qui-Gon struggles to fend off the relentless onslaught as Anakin races aboard the ship.

NABOO SPACECRAFT - COCKPIT Captain Panaka, Anakin and Padme rush into the cockpit where Obi-Wan and Ric Olie are checking the hyperdrive.

PANAKA: Obi-Wan, Qui-Gon's in trouble!

ANAKIN: (to Obi-Wan) He said for you to come out and help him!

OBI-WAN: (looks outside at the fight) Yeah right! I ain't going out there. (to Ric, pointing outside) Over there. Fly low.

They head for a small cloud of dust, where the battle is raging.

TATOOINE - DESERT - NABOO SPACECRAFT Qui-Gon and Darth Maul continue their ferocious duel. As the ship arrives, Qui-Gon smacks Maul's sunglasses off. As Maul goes to retrieve the glasses, Qui-Gon makes an incredible leap onto the ship's ramp. The Naboo craft speeds away, leaving the Sith Lord standing alone, really pissed.

NABOO SPACECRAFT - HALLWAY Anakin and Obi-Wan rush into the hallway to find Qui-Gon collapsed on the floor opposite the entry. The Jedi is breathing hard, covered with sweat and dust.

ANAKIN: Are you all right?

QUI-GON: Yes, I think so.

OBI-WAN: What was it?

QUI-GON: Heck if I know! But it was well trained in the Jedi arts and... hey, where was your butt anyway?! Didn't the boy tell you come out and help me?

OBI-WAN: What?! (looks at Anakin, puzzled) Oh, THAT'S what you were yelling about. (to Qui-Gon) The boy was so overly excited and rambling on so, I couldn't understand a word he was saying (laughs nervously). It just so happened I looked out the window and saw the fighting... (looks back at Anakin, who's appalled and starts to protest but is cut-off) Anyway, when I saw how badly that guy was kicking your a... (notices Qui-Gon staring at him suspiciously). Well, I... (holds head down) I... thought it best to fly over and rescue you.

QUI-GON: (still looking at Obi-Wan skeptically) Yes, it's a good thing you just happened to look out the window. I know you must be telling me the truth, my young apprentice, because if you were lying, you would have to be punished... punished very, very severely.

OBI-WAN: (trying not to look delighted by Qui-Gon's threat) Yes, Master.

ANAKIN: (sighs, getting frustrated with both Jedi) So what are we going to do about the attacker?

QUI-GON: We will be patient. Anakin Skywalker, meet Obi-Wan Kenobi.

ANAKIN: (sarcastically to Obi-Wan) Yeah, we met in the cockpit... REMEMBER?!

Obi-Wan just gives the boy a dirty look, but finally fakes a smile after noticing Qui-Gon glaring at him.

NABOO PALACE - THRONE ROOM - THEED Nute sits in a strange, mechanical chair, which walks beside Sio Bibble. Rune follows a few steps behind. Droid guards surround Bibble.

NUTE: Your Queen is lost, your people are starving, and you, Governor, are going to die, much sooner than your people, I'm afraid.

BIBBLE: Die?! (starts trembling) Look, this has gone too far! I'm not sacrificing my butt for this sorry little planet! I'll do what ever you want! Please, just don't kill me... I'm too young to die... I've got fifteen children... my house burned down last night... my dog died this morning... my speeder broke down this afternoon...

NUTE: (disgusted with Bibble's sniveling) Take him away!

Bibble is taken away, still sniveling, as the droid commander approaches Nute.

COMMANDER: My troops are in position to begin searching the swamps for these rumored underwater villages. They will not stay hidden for long.

NABOO SPACECRAFT - MAIN AREA The ship is asleep. The lights are dim as Padme walks into the main room. She goes to a monitor and watches the Bibble plea recording, noticing how shaky the transmission looks. Jar Jar is stretched out in a chair, snoring. Padme appears upset. She senses someone watching her and turns around to see Anakin sitting in the corner staring at her -- shivering, looking sad and lonely.

PADME: You all right?

ANAKIN: It's very cold.

PADME: (picks up a blanket, walks over to Anakin, covers him and sits next to him) You come from a warm planet, Annie. A little too warm for my taste. Space is cold.

ANAKIN: You seem sad and tired.

PADME: (yawns) I'm, I mean, THE QUEEN, is worried. My, I mean, HER, people are suffering... dying. (big yawn) I, I mean, SHE, must convince the Senate to intervene, or... crap! I'M tired! (Leans back against wall and half closes her eyes).

ANAKIN: (pulls something from his pocket) I made this for you. So you'd remember me. I carved it out of a japor snippet... it will bring you good fortune.

Anakin hands a wooden pendant to Padme. She inspects it and thinks to herself "man, how cheap! I'll just save it and give it to Panaka for Christmas".

PADME: You shouldn't have... really. I don't need this to remember you by. Many things will change when we reach the capital, Annie. But my caring for you will always remain. (Yawns again and leans back against the wall, closing her eyes completely).

ANAKIN: I care for you too... (sadly looks down) only I... miss... I miss... my mommy. Every night, she would read me a story and sing the "Itsy-bitsy Spider" song. I'm missing her terribly right now and I don't know what to do (starts to cry). Do you think that maybe you could sing the...

Padme interrupts with loud snoring. Anakin looks up at her, rolls his eyes, then turns over and goes to sleep.

CORUSCANT - CITYSCAPE - NABOO SPACECRAFT It's morning, as the spacecraft flies over the endless cityscape of Coruscant, the capital of the galaxy. Anakin looks out the cockpit window in awe.

RIC OLIE: Coruscant! The entire planet is one big city. There's Chancellor Valorum's shuttle. And look, there's Senator Palpatine waiting for...

ANAKIN: Wow, look... there's McDonald's!!

The ship flies through the cityscape of Coruscant, toward the Senate landing platform.

CORUSCANT - SENATE LANDING PLATFORM Supreme Chancellor Valorum, several guards and Senator Palpatine stand on the landing platform. The sleek Naboo spacecraft lands on the platform high above the street level of the galactic capital. The ramp lowers. Obi-Wan, Qui-Gon, Jar Jar and Anakin descend the ramp first and bow before Palpatine and Valorum. Captain Panaka, two guards, Queen Amidala, Padme, the handmaidens and more guards descend the ramp. Amidala stops before the group. Padme smiles at Anakin, who smiles back. Palpatine smiles at the Queen.

PALPATINE: It is a great gift to see you alive, Your Majesty. With the communications breakdown, we've been very concerned. May I present Supreme Chancellor Valorum.

VALORUM: Welcome, Your Highness. It is an honor to finally meet you in person. I must relay to you how distressed everyone is over the current situation. I've called for a special session of the Senate to hear your posi...

AMIDALA: Yada, yada, yada. (nonchalantly) Look, I'm grateful for your concern, Chancellor... (puts a piece of candy in her mouth) Really I am. (Hands Valorum the empty wrapper and walks away).

VALORUM: Well, I never!!

Palpatine smirks at Valorum, then turns to lead Queen Amidala and her staff toward the waiting shuttle. Then Anakin sees one of the Queen's long, dangling diamond earrings fall to the ground. But before he can say anything, Palpatine sneakily swoops it up and puts it into his pocket.

PALPATINE: There is a question of procedure, but I feel confident we can overcome it...

Obi-Wan and Qui-Gon stay behind with the Supreme Chancellor.

VALORUM: (still upset, watching Amidala board the shuttle) Did you see what that silly teenager just did?!

QUI-GON: Uh, yeah. Your Honor, I must speak with the Jedi Council immediately. The situation has become more complicated.

PALPATINE'S QUARTERS Queen Amidala is sitting, listening to Senator Palpatine. The handmaidens stand behind her. Anakin and Jar Jar are waiting outside in an adjoining room. Captain Panaka enters and goes into the room with the Queen. Palpatine is pacing as Panaka enters.

PALPATINE: There is no civility, only politics. The Republic is not what it once was. The Senate is full of greedy, squabbling delegates. There is no interest in the common good. I must be frank, Your Majesty. There is little chance the Senate will act on the invasion.

AMIDALA: Chancellor Valorum seems to think there is hope.

PALPATINE: If I may say, Your Majesty, the Chancellor has little real power... he is mired down by baseless accusations of corruption. Besides, I think you may have really pissed him off back there at the landing platform.

AMIDALA: Oh. Yeah. Well, what other options have we? (Starts rubbing her left ear and discovers the earring missing).

PALPATINE: Our best choice would be to push for the election of a stronger Supreme Chancellor. One who will control the bureaucrats, and give us justice. You... could... call for a vote of no confidence in Chancellor Valorum.

AMIDALA: He's been our strongest supporter. Well, he WAS our strongest supporter (Starts looking around at the floor).

PALPATINE: Our only other choice would to be to submit a plea to the courts...

AMIDALA: The courts take even longer to decide things than the Senate. Our people are dying, Senator. We must do something quickly to stop the Federation. (Starts looking under coffee table).

PALPATINE: To be realistic, Your Majesty, I'd say we're going to have to accept Federation control for the time being. Uh... pardon me, but did you lose something?

AMIDALA: (still searching) Why yes, one of my favorite and most valuable diamond earrings. The only other pair I have with me are those cheap cubic zirconias from the Galactic Shopping Network. I've got to find it... it must be here, somewhere! (looks up to Palpatine) Have you seen it, Senator?

PALPATINE: (sadly) Why no, my dear. This is a great tragedy, indeed. I'm afraid you'll just have to do with the other pair... or don't accessorize at all.

AMIDALA: That is something I cannot do.

TEMPLE OF THE JEDI A unique building with it tall spires stands out against the Coruscant skyline. A small transport passes by the vast temple. Qui-Gon stands in a tall stately room. Twelve Jedi leaders sit in a semi-circle. Obi-Wan stands behind Qui-Gon in the center of the room. The Senior Jedi is Mace Windu. To to his right is Jedi Master Yoda, and seated next to him is a Jedi named Ki-Adi-Mundi.

QUI-GON: He was trained in the Jedi arts. My only conclusion can be that it was a Sith Lord.

KI-ADI: Impossible! The Sith have been extinct for a millennium.

MACE: I do not believe they could have returned without us knowing.

YODA: Ah... hard to see, the dark side is.

MACE: We will use all our resources here to unravel this mystery and discover the identity of your attacker. May the Force be with you.

Obi-Wan turns to leave, but Qui-Gon continues to face the Council.

YODA: Master Qui-Gon, more to say have you?

QUI-GON: With your permission, my Master. I have encountered a vergence in the Force.

YODA: A vergence, you say?

MACE: Located around a person?

QUI-GON: A boy... his cells have the highest concentration of midi-chlorians I have seen in a life form (mumbles to himself "well, except mine"). It is possible he was conceived by the midi-chlorians.

MACE: (smirks) Yeah right! That's just a bunch of hooey, invented to be an opiate of the people... (notices the other Council members staring at him in shock) Uh, well, that's according to those evil, lying, Communist Siths! Darn Red Menace! Fortunately, we don't believe any of that Sith-commie crap, do we boys? (The other members begin whispering to one another, while eyeing Mace). Uh... (nervously, to Qui-Gon) Anyway, the uh, current threat to our Republic is coming from this Phantom Menace you described earlier (notices the other Council members are still more interested in him than in Qui-Gon) So... uh... you refer to the prophesy of the one who will bring balance to the Force... (loudly) you uh, believe it's this boy?!

The others finally fix their attention back on Qui-Gon.

QUI-GON: I don't presume...

YODA: But you do! Revealed, your opinion is.

QUI-GON: I request the boy be tested.

The Jedi all look to one another.

YODA: Oh, trained as a Jedi, you request for him?

QUI-GON: Finding him was the will of the Force... I have no doubt of that.

MACE: (sighs and holds his head down) Bring him before us, then.

Qui-Gon bows and leaves the room with Obi-Wan.

OBI-WAN: (whispering to Qui-Gon, looking back at Mace) Man, he really looks beat. Maybe I should ask him if he'd like some Proz...

QUI-GON: You'd better stop passing those things out. You've already reached your maximum prescription allowance for this year.

YODA: (watches Obi-Wan and Qui-Gon leave, then turns to Mace) The others and I were wondering... taken the Republic Loyalty Oath, have you?

MACE: (worriedly) Of course I have. Come on you guys, gimme a break! (laughs nervously) Next thing, you'll be asking me if I was ever a member of the Sith Party!

YODA: ...Well?

QUEENS QUARTERS - CORUSCANT Anakin walks down a long hallway in Senator Palpatine's apartment. He stops before a door that is flanked by a guard.

GUARD: (into comlink) The boy is here to see Padme.

RABE: Let him come in.

The doors open, and Anakin enters the Queen's quarters. The Queen speaks out of the next room.

AMIDALA: Who is it?

RABE: Anakin Skywalker, to see Padme, Your Highness.

The Queen moves into the doorway and looks at Anakin, who bows.

AMIDALA: I've sent Padme on an errand.

ANAKIN: I'm on my way to the Jedi temple to start my training, I hope. I may never see her again... so I came to say good-bye.

AMIDALA: We will tell her for you. We're sure her heart goes with you.

ANAKIN: Thank you, Your Highness. (nervously) Uh, about what you were talking about with the Senator earlier. I know who took...

The door opens and Palpatine enters.

PALPATINE: (bowing to the Queen) Ah, Your Majesty. I've come to escort you to the shuttle.

AMIDALA: Thank you, Senator. I'll be out in a moment.

The Queen disappears behind the doorway. Palpatine looks around and notices Anakin staring at him... and the pocket where he put the earring.

PALPATINE: Well young man, you'd better be running along... it's almost time for Teletubbies (pats Anakin's head, with a fake laugh; the boy rolls his eyes and leaves the room).

CORUSCANT - GALACTIC SENATE BUILDING A large, distinctive looking domed building stands out amid the cityscape of Coruscant. Inside, the Senate chamber is huge. Thousands of Senators and their Aides sit in the circular assembly area. Chancellor Valorum sits in an elevated area in the center. Senator Palpatine, Queen Amidala, Rabe and Captain Panaka sit in the Naboo congressional platform, which floats like a small, round speeder.

VALORUM: The Chair recognizes the Senator from the sovereign system of Naboo.

The Naboo congressional box floats into the center of the chamber.

PALPATINE: Supreme Chancellor, delegates of the Senate. A tragedy has occurred which started right here with the taxation of trade routes... and has now engulfed our entire planet in the oppression of the Trade Federation.

A second box rushes into the center of the Senate. It is filled with Federation trade barons led by Lott Dod, the Senator for the Federation, who happens to sound kinda like another Senator Lott, from Mississippi.

LOTT DOD: This is, I say, this is outrageous! I object to this here Senator's scandalourious statements!

VALORUM: (whispers to aide) Is "scandalourious" even a word? (to Lott) The Chair does not recognize the Senator from the Trade Federation at this time.

PALPATINE: To state our allegations, I present Queen Amidala, the recently elected ruler of Naboo, who speaks on our behalf.

Queen Amidala stands to address the assembly.

AMIDALA: Honorable representatives of the Republic. I come to you under the gravest of circumstances. Naboo has been invaded by the Droid Armies of the Trade...

LOTT DOD: Now just one cotton-pickin' minute here! I object, dog-gonnit! There ain't no kinda proof. This is incredible. That dog just won't hunt! We recommend a commission be sent to Naboo to ascertain the truthfulness of that there accusation!

A third box representing Malastare moves into the center of the room. Aks Moe, the Ambassador, addresses the convention.

AKS MOE: The Congress of Malastare concurs with the honorable delegate from the Trade Federation. A commission must be appointed.

VALORUM: The point... (covers microphone).

Valorum confers with Vice Chairman Mas Amedda. Palpatine whispers to the Queen.

PALPATINE: (eyeing the Queen's other loosely hanging earring) Enter the bureaucrats, the true rulers of the Republic, and on the payroll of the Trade Federation, I might add. This is where Chancellor Valorum's strength will disappear.

VALORUM: The point is conceded. Will you defer your motion to allow a commission to explore the validity of your accusations?

AMIDALA: I will not defer! (Sternly bangs hand on console, causing the other earring to fall off, which is caught with split-second precision by Palpatine). I have come before you to resolve this attack on our sovereignty now. I was not elected to watch my people suffer and die while you discuss this invasion in a committee. If this body is not capable of action, I suggest new leadership is needed. I move for a "vote of no confidence" in Chancellor Valorum's leadership.

VALORUM: What the...?! Why you little two-faced, double-crossing, back-stabbing, silly teenager!!

This causes a great stir in the assembly. A loud murmur crescendos into a roar of approval and chants of "vote now, vote now!". Chancellor Valorum collapses in his chair, cursing the Queen. His Vice Chair, Mas Amedda, takes over.

MAS AMEDDA: Order!

PALPATINE: (to Queen, while slipping the second earring into his pocket) Now they will elect a new Chancellor. A strong Chancellor. One who will not let our tragedy continue... or call you rude names.

PALACE OF THE JEDI - BALCONY Obi-Wan and Qui-Gon walk outside the palace onto a balcony, as the sun sets over the city.

OBI-WAN: The boy will not pass the Council's tests, Master. He is too old.

QUI-GON: Anakin will become a Jedi... I promise you.

OBI-WAN: Come on, don't defy the Council, Master... not again!

QUI-GON: I shall do what I must, Obi-Wan.

OBI-WAN: (angrily) You know, if you would just stop being such a stubborn old goat and follow the code, you would be on the Council by now! You need to start worrying about your future, man! You're sure not getting any younger, you know!!

QUI-GON: (puts his hand on Obi-Wan's shoulder and squeezes hard, as the apprentice winces in pain) You just don't know when to shut-up, do you, my young apprentice?

PALACE OF THE JEDI - COUNCIL CHAMBERS Anakin stands before the Twelve Jedi. Mace Windu, his chest now covered with patriotic badges and ribbons, holds a small hand-held viewing screen. Various images appear across the screen.

ANAKIN: A ship. A cup. A speeder.

Mace turns the viewing screen off and nods toward Yoda.

YODA: Hmmm... how feel you?

ANAKIN: Kinda cold.

YODA: Afraid are you?

ANAKIN: (smirks) Of you? No way!

YODA: What?! Judge me by my size, do you? Come over there and spank your rude little butt, I will. "Annie"!

The whole Council starts laughing. Anakin holds his head down, very upset. Then has another vision, again set far in the future. This time the guy in the black outfit has just rolled a thermal detonator into the Council Chamber. It explodes, making quite a mess. Anakin slowly raises his head, wearing a sinister smile, which starts to bother the Council members.

MACE: Uh, be mindful of your feelings.

KI-ADI: Your, uh, thoughts dwell on your mother.

ANAKIN: I miss her.

YODA: Afraid to lose her... I think, hmmm?

ANAKIN: (angrily) What's that got to do with anything?

YODA: Everything! Fear is the path to the dark side. Fear leads to anger... anger leads to hate... hate leads to suffering! I sense much fear in you.

ANAKIN: (rolls eyes) Fear, anger, hate, suffering... yeah, right! Well check this out: you guys are really starting to "scare" me... and "piss" me off! I "hate" your guts! I hope you all "suffer" and die!! (Storms out of the room).

YODA: (looks over to Mace, smugly) Told ya so!

PALPATINE'S QUARTERS Queen Amidala is staring out the window with Jar Jar. As the sun disappears, the lights of the city shimmer before them. The handmaidens stand near the door. Jar Jar senses the Queen's apprehension.

JAR JAR: Yousa tinken yousa people gonna die?

AMIDALA: Huh? Oh, yeah... that. (Thinking to herself "man, I can't believe BOTH earrings are missing!")

JAR JAR: Gungans gonna get pasted too, eh?

AMIDALA: I hope so... I mean, not.

JAR JAR: Gungans do die'n without a fight... weesa warriors. Weesa gotta grand army. Dat why you no liken us, meesa tinks.

AMIDALA: Actually, I could go down a list of reasons.

Senator Palpatine and Captain Panaka rush into the room and bow before the Queen.

PANAKA: Your Highness, Senator Palpatine has been nominated to succeed Valorum as Supreme Chancellor.

PALPATINE: A surprise, to be sure, but a welcome one. Your Majesty, if I am elected, I promise I will put an end to corruption... and buy you a new pair of earrings.

AMIDALA: What kind of earrings?

PALPATINE: Only the very best diamonds for Your Majesty.

AMIDALA: Well in that case, good luck! Who else has been nominated?

PANAKA: Bail Antilles of Alderaan and Ainlee Teem of Malastare.

PALPATINE: I feel confident our "situation" will create a strong sympathy vote for us. I will be Chancellor.

AMIDALA: I fear by the time you have control of the bureaucrats, Senator, there will be nothing left of our people, our way of life, our diamond mines...

PALPATINE: I understand your concern, Your Majesty. Unfortunately, the Federation has possession of our planet.

AMIDALA: Senator, this is your arena. I feel I must return to mine. I have decided to go back to Naboo.

PALPATINE: Go back?! But, Your Majesty, be realistic! They'll force you to sign the treaty!

AMIDALA: I will sign no treaty, Senator. Despite the risk, I must go back. I can no longer bear the thought of those slimy jerks rummaging through all my stuff! Captain!

PANAKA: Yes, Your Highness?

AMIDALA: Ready my ship.

PALPATINE: Please, Your Majesty, stay here where it's safe.

AMIDALA: It is clear to me now that the Republic no longer functions. I pray you will bring sanity and compassion back to the Senate. And keep an eye-out for my missing earrings, would you?

Amidala and her staff exit the room. Palpatine sadly watches them leave, then walks over to a mirror. He takes the earrings out of his pocket and puts them on. Then the Senator starts posing, with a self-satisfied smile on his face.

TEMPLE OF THE JEDI - COUNCIL CHAMBERS It is evening. Anakin, Obi-Wan and Qui-Gon stand before the members of the Jedi Council.

KI-ADI: The Force is strong with him.

QUI-GON: He's to be trained, then.

MACE: No. He will not be trained.

QUI-GON: (angrily yelling) No?! Are you guys nuts?!

Obi-Wan looks away, smirking.

MACE: Look, he is too old... and very rude, with a temper almost as bad as yours!

QUI-GON: (angrily glares at Mace) What temper?! (tries to calm down) Oh yeah, that. Look, I'm working on it, okay?! (nervously clears throat) Anyway... Anakin is the chosen one... you must see it!

YODA: Hmmm... clouded, this boy's future is.

QUI-GON: (angrily yelling, again) Fine!! Forget all y'all, then!! I'll train him myself!! I take Anakin as my Padawan learner!! (Puts hands on Anakin's shoulders).

Obi-Wan is disturbed.

YODA: An apprentice, you have, Qui-Gon. Impossible, to take on a second.

MACE: The codes forbids it! And if you don't stop yelling, I'm gonna start reciting some scripture, then go medieval on your a...

QUI-GON: (nervously interrupts, trying to calm down again) I'm sorry, Master Jedi... but Obi-Wan is ready.

OBI-WAN: (looks confused at Qui-Gon) I am? (Qui-Gon glares back) Oh, yeah. Right. I am ready to face the trials.

YODA: Our own counsel will we keep on who's ready.

QUI-GON: He is headstrong, and somewhat obnoxious. And he has much to learn about prescription drug abuse. (Looks over at Obi-Wan, who is opening his bottle of Prozac). But he is capable. There is little more he can learn from me.

OBI-WAN: (pops pills in mouth, looks over to see Qui-Gon staring at him) What?

Qui-Gon just turns away, shaking his head.

YODA: Young Skywalker's fate will be decided later.

MACE: Look Qui-Gon, now is not the time for this crap! The Senate is voting for a new Supreme Chancellor and Queen Amidala is returning home, which will put pressure on the Federation and could widen the confrontation.

KI-ADI: And draw out the Queen's attacker.

MACE: Go with the Queen to Naboo and discover the identity of the dark warrior. That is the clue we need to unravel this mystery of the Sith.

YODA: May the Force be with you.

QUI-GON: (mumbling) Whatever.

Obi-Wan, Qui-Gon and Anakin leave.

CORUSCANT - SENATE LANDING PLATFORM Qui-Gon and Obi-Wan are talking. A few yards away, Anakin pretends to be examining R2-D2, while trying to eavesdrop on the Jedi's conversation. Unfortunately, R2's beeping and squeaking is making it hard for the boy to hear.

OBI-WAN: It is not disrespect, Master, it is the truth.

QUI-GON: From your point of view.

OBI-WAN: The boy is a rotten little brat. They all see it. Why can't you?

QUI-GON: (angrily) He is not a brat! You ought to be ashamed of yourself, Obi-Wan. It's clear that you simply don't like the boy! You act as if you're jealous or something.

OBI-WAN: (upset) Jealous?! That's ridiculous! I, I don't feel the least bit threatened by that little... besides, you're spending so much time with him now, maybe I should just give HIM this stupid haircut and my robes, and call it quits!! (starts crying) I thought you wanted ME for your apprentice! But no, as soon as I turn my back, you replace me, just like that! (hysterically) I feel so cheap, so used! Just another on a list of your many padawans! I thought I meant something more to you!! (takes hankerchief out and blows nose, hard) Now your gonna just toss me away, like this dirty, used hanky!! (Throws hanky over platform edge, down on the unsuspecting pedestrians on the street below) You love him, don't you?! (Qui-Gon slowly nods, while looking disgusted with Obi-Wan). Okay, fine. (starts calming down, sniffing) I understand. When we come back from Naboo, I won't get in the way!

QUI-GON: (indignantly) WHAT?! Why, you sick little... the boy is my SON!!!

OBI-WAN: (embarrassed, nervously starts playing with braid) Oh... really?! Oh... yeah. I knew that. I could tell... you two do kinda look alike... and he does have your bad temper.

QUI-GON: (raises hand to smack Obi-Wan, who cowers) What temper?! (points at Obi-Wan) Listen you, the Council would re-assign me to some desk job, if they knew I had a kid to take care of! So if you tell anyone about Anakin, I'll...

OBI-WAN: Punish me very, very severely?

QUI-GON: (notices Obi-Wan smiling) Yeah, you'd like that, wouldn't you? (folds arms) Well, maybe I'll just get rid of YOUR butt instead. I'll talk to Yoda about assigning you to, oh I don't know... Tatooine, maybe? You can just live out the rest of your days as a crazy old man, wandering the desert, chasing Tusken Raiders. Who knows, maybe someday a princess will even ask you to come and help her. If you're lucky, you may get to go on one last adventure before you finally dry-up and fade away!

OBI-WAN: (stunned, then starts to laugh nervously) Oh Master, you're such a great kidder! (stops laughing when he notices Qui-Gon isn't laughing) Uh... Master, your secret IS safe with me.

QUI-GON: Good! See that it stays that way. Now get your little twisted butt on board the ship!

Obi-Wan bows and quickly boards the Naboo spacecraft followed by R2-D2. Anakin goes over to Qui-Gon.

ANAKIN: Qui-Gon, sir. I don't wanna to be a problem.

QUI-GON: You won't be, Anakin. I'm not allowed to train you. Anyway, Obi-Wan would have a cow even if I tried, so I want you to watch me and be mindful. Always remember, your focus determines your reality. Stay close to me, my son, and you will be safe.

ANAKIN: Master, sir...

QUI-GON: And that's another thing. Don't call me Master, or Sir, or Lord.

ANAKIN: (confused) Well, what should I call you, then?

QUI-GON: Oh, I don't know... how about something a little less formal. Like, ah... "dad". Yeah, I like that. Just call me "dad" from now on, okay? (Rubs Anakin's head).

ANAKIN: (cautiously, because he thinks Qui-Gon's losing it again) Ooo-kay, "dad". Anyway, I heard Yoda talking about midi-chlorians. I've been wondering... what are midi-chlorians?

QUI-GON: Well, my son, midi-chlorians are a microscopic lifeform that reside within all living cells.

ANAKIN: They live inside me?

QUI-GON: Inside your cells, yes. We are symbionts with them.

ANAKIN: Symbionts?

QUI-GON: Life forms living together for mutual advantage. Without the midi-chlorians, life could not exist and we would have no knowledge of the Force. They continually speak to us, telling us the will of the Force. When you learn to quiet your mind, you will hear them speaking to you.

ANAKIN: (smirks) You really believe that crap?

QUI-GON: (sneers and looks away) Are you kidding?! I just go along with it so I don't have to keep taking those stupid Republic Loyalty Oaths.

Qui-Gon and Anakin share a rare father-son laugh together. Qui-Gon continues to smile at the boy, as two shuttles pull up. Captain Panaka, two dozen troops, guards and officers walk briskly toward the ship, followed by Queen Amidala, Padme, Eirtae, and finally, Jar Jar. Amidala and her handmaidens stop before Qui-Gon.

QUI-GON: Your Highness, it is our pleasure to continue to serve and protect you.

AMIDALA: I welcome your help. Senator Palpatine fears the Federation means to destroy me.

QUI-GON: I assure you, I will not let that happen.

Amidala, Qui-Gon, Anakin and the others enter the ship, followed by Jar Jar.

JAR JAR: Weesa goen home!

As Jar Jar boards the ship, he does some kinda goofy "happy dance", until he slips and falls off the edge of the ramp, hitting the ground, hard. Dazed, he finally staggers on board the ship, which takes off for Naboo.

NABOO PALACE - THRONE ROOM - THEED Nute and Rune stand before a hologram of Darth Sidious.

DARTH SIDIOUS: Is the planet secure?

NUTE: (studying the hologram, perplexed) Uhhh... we haaave taken ooover the last pockeeets of primiiitive life forms. We are in cooomplete controool of the plaaanet now.

DARTH SIDIOUS: What? Oh, yes, yes. Good. I will see to it that in the Senate, things stay as they are. I am sending my apprentice, Darth Maul, to join you.

NUTE: Yeees, my Looord (looks over at Rune, who's seems equally confused).

Sidious fades off.

RUNE: So now he's wearing earrings?

NUTE: Yes, and what's worse... I think he winked at me!

SPACE - NABOO SPACECRAFT COCKPIT Anakin stands next to Ric Olie, pointing to various buttons and gauges.

ANAKIN: And that one?

RIC OLIE: Those are the forward stabilizers.

ANAKIN: And those control the pitch?

RIC OLIE: You catch on pretty quick. (Thinks to himself "man, this kid sure does ask a lotta nosey questions!")

NABOO SPACECRAFT - QUEEN'S CHAMBERS The handmaidens stand behind Queen Amidala as she talks with Qui-Gon and Captain Panaka. Obi-Wan and Jar Jar watch.

PANAKA: As soon as we land the Federation will arrest you and force you to sign the treaty.

QUI-GON: I agree. I'm not sure what you wish to accomplish by this.

AMIDALA: I'm going to take back my stuff!

PANAKA: (looks worriedly at the Queen, wondering if Bibble was right about this "silly teenager" thing) Uh... there are too few of us, Your Highness. We have no army.

QUI-GON: And I can only protect you. I cannot fight a war for you.

AMIDALA: Jar Jar Binks!

Jar Jar looks around, puzzled.

JAR JAR: Meesa?

AMIDALA: (sighs and rolls eyes) Who else. Look, I need your help.

NABOO CRUISER COCKPIT The Naboo Cruiser heads toward the lush green planet. There is only one Federation battle cruiser orbiting. Obi-Wan and Captain Panaka spot it on the view screen.

RIC OLIE: I have one battleship on my scope.

OBI-WAN: It's a droid control ship.

PANAKA: They've probably spotted us.

OBI-WAN: We haven't much time.

NABOO SWAMP The Naboo spacecraft has landed in the Gungan swamp. Troops unload the ships in the background as Obi-Wan approaches Qui-Gon.

OBI-WAN: Jar Jar is on his way to the Gungan city, Master.

QUI-GON: Good.

OBI-WAN: Do you think the Queen's idea will work? (Qui-Gon just smirks at Obi-Wan) I'm... I'm sorry for my behavior earlier, Master. I'm usually not prone to crying fits like that... well, as long as I keep my prescriptions filled. I just want to reassure you that your secret is safe. And I am grateful you think I'm ready to take the trials.

QUI-GON: (hesitantly) Uh, yes... about the trials, Obi-Wan. Actually, I DON'T think you're ready. I was just feeding Windu some much-deserved b.s. You've been a good apprentice, Obi-Wan... well, most of the time. But I wouldn't hold my breath waiting for YOU to be knighted.

Qui-Gon smugly walks away, as Obi-Wan sticks his tongue out at him, this time while giving him the finger. Qui-Gon spins around quickly, but Obi-Wan's still faster, as he pretends to be cleaning his fingernails.

NABOO SWAMP LAKE Jar Jar exits the swamp lake and walks over to Captain Panaka, Obi-Wan and Qui-Gon. Queen Amidala, Padme, the handmaidens, Anakin, R2-D2, four pilots and eight guards stand in the background near the starship.

JAR JAR: Dare-sa nobody dare. Da Gungan city is deserted. All gone. Some kinda fight, me tink.

OBI-WAN: Do you think they have been taken to camps?

PANAKA: More than likely they were wiped out.

JAR JAR: No... meesa no tink so. Gungan hiden.

QUI-GON: Do you know where they are?

JAR JAR: When in trouble, Gungans go to sacred place. Meesa show you, come on, meesa show you.

The group follows Jar Jar as he moves through the swamp.

NABOO SACRED TEMPLE RUINS Jar Jar, Queen Amidala, Anakin, Captain Panaka, Qui-Gon, Obi-Wan, Padme and the rest of the group are found by Captain Tarpals, who leads them to a clearing full of Gungan refugees. At the far end are the ruins of a grand temple with massive carved heads. Boss Nass and several other Council members walk out on the top of a three-quarter-submerged head.

TARPALS: Your Honor, Queen Amidala of the Naboo.

JAR JAR: Ah, hello dare de big boss, Your Honor.

BOSS NASS: Jar Jar Binks. Who's da uss-en others?!

Amidala steps forward.

AMIDALA: I am Queen Amidala of the Naboo. I come before you in peace.

BOSS NASS: Ah, Naboo biggen. Yousa bringen da Mackineeks. Yousa all bombad.

AMIDALA: (angrily) What?! Look, we have searched your butt out, 'cause we wish to form an alliance to fight the Trade Federation. And now you're gonna start acting a fool, you frog-faced...

Suddenly, Padme steps forward.

PADME: Your Honor...

BOSS NASS: Whosa dis?

PADME: I am Queen Amidala. (points to other "Queen") This is my decoy... my protection... my loyal, if somewhat rude, bodyguard.

Anakin is stunned. Obi-Wan and Qui-Gon try to fool each other with a knowing look, when neither one of them knew Padme was really the Queen.

PADME: I am sorry for my deception, but it was necessary to protect myself. Although we do not always agree, Your Honor, our two great societies have always lived in peace. The Trade Federation has destroyed all that we have worked so hard to build. If we do not act quickly, all of our stuff will be lost forever. I ask you to help us. No, I BEG you to help us (drops to her knees before Boss Nass). We are your humble servants. Our fate is in your hands.

Slowly, Captain Panaka, his troops, the handmaidens, Anakin, Jar Jar and the Jedi bow down before the Gungan Council. The Gungans are puzzled by this. There is an uneasy silence as everyone waits to hear from Boss Nass. Finally, Nass begins laughing.

BOSS NASS: HAAAAA!! HAAAAA!! HAAAAA!! Yousa no tinken yousa greater den da Gungans? Hee, hee, meesa like dis. Maybe weesa start bein friends. (shakes head wildly, slobbering everywhere, hitting everyone. Disgusted, they wipe the slobber off themselves) Ooops! Meesa so sorry.

NABOO PALACE - THRONE ROOM Nute, Rune and Darth Maul stand before a hologram of Darth Sidious.

NUTE: We've seeent out patroools. We've alreeeady locaaated their staaarship in the swamp. It wooon't be looong, My Looord.

DARTH SIDIOUS: What? Oh, yes, yes. This is an unexpected move for her, the silly teenager. It's too aggressive. Lord Maul, be mindful. Be patient. Let them make the first move.

DARTH MAUL: Yes, my Master. (smiles) Oh, and by the way, I do love your new earrings.

DARTH SIDIOUS: (surprised) What?! Oh, bugger! (Struggles to take the earrings off, as the hologram fades away).

NABOO EDGE OF SWAMP/GRASS PLAINS A Gungan sentry sits on top of the ancient temple head, searching the landscape with a pair of electrobinoculars. He sees something and yells down to Anakin at the foot of the statue.

GUNGAN SENTRY: Daza comen!

ANAKIN: All right. They're here!

Anakin yells and runs over to Padme and the Jedi, who are discussing a battle plan. Four speeders pull up to the group. Captain Panaka and a dozen or so guards and pilots pile out and join the group. Boss Nass walks up to Jar Jar and puts his arm around him.

BOSS NASS: Yousa doen grand. Jar Jar bringen Gungans and da Naboo together.

JAR JAR: (blushing) Oh, no, no, no...

BOSS NASS: So, weesa maken yousa Bombad General.

JAR JAR: General?! Oh, no...

Jar Jar's eyes roll back and his tongue flops out as he faints. Boss Nass jumps back out of the way, letting Jar Jar hit the ground, hard. Then he laughs and walks over to Padme and the others.

PADME: What is the situation?

PANAKA: Almost everyone's in camps. A few hundred police and guards have formed an underground resistance movement. I brought as many of the leaders as I could. The Federation Army's also much larger than we thought... and much stronger. Your Highness, this is a battle I do not think that we can win.

PADME: The battle is a diversion. The Gungans must draw the Droid Army away from the cities. R2. (R2 projects a hologram layout of Theed Palace). We can enter the city using the secret passages on the waterfall side. Once we get to the main entrance, Captain Panaka will create a diversion, then we can enter the palace and capture the Viceroy. Without the Viceroy, they will be lost and confused.

Qui-Gon and Obi-Wan look on with interest.

QUI-GON: (dubiously) Hmmm... well, I think that the Viceroy will be too well guarded, and...

PADME: Someone correct me if I'm wrong, but I distinctly remember NOT asking what you think, Master Jedi!

Qui-Gon glares at Padme, while Obi-Wan chuckles.

PANAKA: The difficulty's getting into the throne room. Once we're inside, we shouldn't have a problem.

QUI-GON: (still glaring at Padme) There is a possibility with this diversion many Gungans will be killed!

PADME: Your point being? (sighs) Look, we have a plan which should immobilize the Droid Army. We'll send what pilots we have to knock out the Droid control ship orbiting the planet.

QUI-GON: (snidely) Good luck! You're gonna need it... considering the weapons on your puny little fighters may not penetrate the shields.

PADME: What?! Oh man, you've got a gloom and doom reply to everything I say! (throws hands up) Alright, fine! Everybody, let's call it quits and go home. Master Jedi here says it's just not safe enough to go fight for our stuff! Oh wait! I just remembered... we've been forced outta OUR homes! Well, gee... I guess we've just gotta muster a little courage and fight!

Qui-Gon is furious. He walks over to Obi-Wan, who's now laughing hysterically, and slaps him on the back of his head, hard. Then he walks up to Padme, nostrils flaring.

QUI-GON: Alright, Buffy! You'd better be right about this! If I get killed, I'm coming back to haunt you, (turns to Obi-Wan) AND you!!

PADME: (confused) "Buffy"? Who's Buffy?!

OBI-WAN: (frightened) "Haunt" me?!

Qui-Gon just turns and walks away from both of them.

THEED PALACE - THRONE ROOM Nute, Rune, Darth Maul and a hologram of Darth Sidious walk through the throne room.

DARTH SIDIOUS: She's more silly than I thought.

NUTE: Weee are seeendng all troops to meeet this aaarmy of hers asseeembling near the swaaamp. It appeeears to be made up of priiimitives.

DARTH SIDIOUS: What? Oh, yes, yes. Good. This will work to our advantage...

NUTE: I haaave your approooval to proceeed then, My Looord?

DARTH SIDIOUS: What? Oh, yes, yes. Wipe them out. All of them.

NABOO SWAMP LAKE

The Gungan army heads out of the swamp and onto the rolling grassy hills. Hundreds of Gungan warriors march toward the horizon. Captain Tarpals sees the Federation's tanks, mumbles something profane, and orders a halt. The Gungans are spread out in a large line.

TARPALS: Energize the shield!!

A huge red ray shoots out of a generator and blasts into a large dish on the back of a very large, lizard-like Faamba and spreads like an umbrella over the assembled warriors. The Federation tanks move up to a ridge and stop. The droid commander looks at the assembled Gungan army.

COMMANDER: They must be kidding. Open fire!!

THEED - CENTRAL PLAZA Padme, Obi-Wan, Qui-Gon, Anakin and R2 stealthily make their way toward the entrance to the main hangar. They are followed by about twenty Naboo guards, pilots and troops. They stop and Padme uses a small red laser light to signal across the plaza to Captain Panaka, Rabe and twenty Naboo troops. They signal back. Qui-Gon leans over to Anakin.

QUI-GON: Once we get inside, Anakin, you find a safe place to hide and stay there.

ANAKIN: Aw, c'mon, I'm not a little...

QUI-GON: Don't talk back now... you don't want to make daddy angry, now do you?

ANAKIN: No, "dad" (rolls eyes as Qui-Gon rubs his head again).

Droid troops mill about the tank-filled plaza. Naboo soldiers open fire on the battle droids. At the far end of the plaza, several droids begin to return fire. Padme and her group rush into the main hangar.

THEED - CENTRAL HANGAR Alarms are sounding as Padme, the Jedi, Anakin and the troops rush into the hangar. Battle droids begin firing at them as they run for cover. Padme and the Jedi destroy several droids. Qui-Gon yells to Anakin to take cover, as Padme signals to her pilots.

PADME: Get to your ships!!

The pilots and their R2 units scramble aboard the Naboo fighters in the hangar bay. Anakin tries to hide behind a large container, but flees after it's hit by laser fire. He climbs into a nearby fighter and watches the ongoing battle. The Naboo fleet leaves the planet and heads toward the space station. As the fleet approaches the station, dozens of Federation fighters exit their hangars and attack.

THEED - CENTRAL HANGAR PADME: (to Captain Panaka) My guess is the Viceroy is in the throne room.

PANAKA: (signals his troops) Red Group, Blue Group... everybody, this way!!

They head for the main exit, on the way passing Anakin, who stands up in the fighter cockpit and yells out to them.

ANAKIN: Hey! Wait for me!

QUI-GON: No, Anakin, you stay there. What did daddy tell you?

ANAKIN: But, I...

QUI-GON: (angrily points at Anakin) Right! That's it, young man! We'll discuss your punishment when I get back!

They head for the exit. Suddenly the door opens, revealing Darth Maul standing in the way, wearing a taped-up pair of broken sunglasses. Panaka, Padme and her troops freeze. Qui-Gon and Obi-Wan step forward.

QUI-GON: (smiling) We'll handle this.

PADME: We'll go the long way.

Padme and the others turn and head for a side exit.

QUI-GON: I see you found your sunglasses. (points at Maul) Now I'm gonna finish teaching your menacing butt a lesson!

OBI-WAN: (overly-excited, bouncing up and down) Yeah man, we're gonna kick your Sith a...

DARTH MAUL: Bring it on, pretty boy! (Slowly grins).

Darth Maul and the two Jedi take off their robes and ignite their lightsabers. Both ends of Maul's sword light up.

OBI-WAN: A two-sided lightsaber? Is that fair?!

DARTH MAUL: Two Jedi? Is that fair?!

The Jedi begin to fight the Sith Lord, while at the far end of the hangar, three destroyer droids roll in and transform into their battle position. Anakin watches as the droids fire on Padme's group.

ANAKIN: Oh, no...

The droids' heavy fire have the group pinned down.

ANAKIN: We gotta do something, R2.

R2 whistles a reply. Suddenly, the ship's systems go on, and the ship begins to levitate. R2 continues to beep at Anakin.

ANAKIN: I'm trying to! I don't know where the trigger is! (pushes a button and the ship begins to turn toward the destroyer droids) Oops, wrong one. Maybe this one... (the glove compartment opens and a pack of cigarettes fall out, which Anakin slips into his pocket after looking around). Wait, here it is. (Pushes a second button and the hatch closes. Then lasers begin to fire, wiping out the droids, as R2 whistles a cheer) Yeah!!

PADME: Let's go!! (leads the group out of the hangar, into the palace).

ANAKIN: (nervously starts flipping various switches, as the fighter begins to taxi out of the hangar) Uh... it's on automatic pilot. (Puts helmet on, as the ship flies out of the hangar, headed into space) Try to override it!

Meanwhile, the Jedi are engaged in a fierce battle with Darth Maul. The Sith Lord's moves are incredible. He is fighting both Jedi at once, flipping into the air, outmaneuvering them at every turn, while managing to keep his sunglasses on. Then he kicks Qui-Gon down to the floor.

DARTH MAUL: Your powers are weak, old man!

QUI-GON: "Old man"?! (Infuriated, jumps up and charges Maul).

As Qui-Gon returns to the fight, Obi-Wan is knocked across the floor. After mumbling a few rude words, he quickly rejoins his Master. Both Jedi battle Maul to the edge of a high platform. The Jedi close in for the kill.

OBI-WAN: (pointing lightsaber at Maul) Ha-ha! Your little tattooed butt is mine!

The Sith Lord grins, then back-flips across to the other side. The Jedi look at each other dumbfounded, then jump over to Maul. Their fierce combat continues.

NABOO STARFIGHTER - COCKPIT ANAKIN: Look! There they are! That's where the autopilot is taking us.

Anakin's fighter flies toward the Federation Battleship and he finds himself in the middle of the space battle. A ship explodes behind him.

ANAKIN: This is tense! I need a smoke. (takes out the pack of cigarettes).

R2 starts beeping and squawking wildly at Anakin.

ANAKIN: Whadya mean "causes cancer and emphysema"? The ads say that cigarettes are cool and really make the chicks dig you! (looks forward to see enemy ships approaching head on; panics and spills the cigarettes on the floor). Aw, crap!! R2, get us off autopilot, so we can get outta here!

R2 screams a reply.

ANAKIN: You did it, R2! Okay, let's go left!

He moves the controls left and the ship responds, turning left, as R2 beeps and whistles.

ANAKIN: Go back?! What do you think I'm trying to do?!

An enemy fighter comes into his sights. Anakin pushes the controls and instead of firing, his fighter accelerates past the enemy ship. Now, the ship is on his tail. He tries evasive maneuvers.

ANAKIN: I'll try spinning, that's a good trick.

Anakin rolls the ship as R2 beeps, whistles and squawks.

ANAKIN: I know we're in trouble! And if you don't stop cussin' at me, I'm gonna eject your rusty butt into space! Now just hold on!!

R2 beeps an apologetic reply. Then Anakin yanks on the reverse thrusters and the ship slows instantly -- the enemy fighter shoots past them and explodes into the space station.

THEED - PALACE - HALLWAY Padme and the others are pinned down by more battle droids. Captain Panaka turns and blasts a hole in a large window across the hallway.

PANAKA: GO!!! (runs across the hallway with Padme and a few soldiers, as they make their way outside onto a ledge high above the waterfall below).

PADME: That move was brilliant, Captain. Unfortunately, I'm gonna have to deduct the repair bill from your next paycheck (turns away from Panaka).

Panaka glares at Padme and looks down at the waterfall, then back at Padme again. Then he notices Rabe staring at him.

PANAKA: (to Rabe) What are you looking at?

Rabe quickly turns away. Then Padme, Captain Panaka and the others pull small attachments out of their pistols and fire at a ledge about four stories above them. Thin cables shoot out of the pistols and are embedded into the ledge. Then the cable pulls them up to the higher ledge. Padme and Panaka each blast open a window. The group climbs into the hallway. They head down the long hall to the throne room.

PADME: Sorry, Captain. I'm afraid you'll have to pay for those last two windows as well.

PANAKA: Yes, Your Majesty.

PADME: I must say, Captain... you're taking these major payroll deductions rather calmly.

PANAKA: I will gladly do anything in the service of my queen. (slyly smiles, as he thinks to himself "little does that cow know, that when I was on Coruscant, I got another gig lined up as Palpatine's new bodyguard!").

THEED - POWER GENERATOR PIT The laser sword battle continues on the small catwalk around the vast power pit. Darth Maul kicks Obi-Wan off one of the ramps and he falls two levels, screaming in a high-pitched voice.

QUI-GON: Why you...!! (smacks Maul off the ramp, sending him onto the ramp one level below, as the Sith's sunglasses keep falling).

DARTH MAUL: (looking over ramp edge, watching the sunglasses disappear into the pit) Darn it!! Those were Ray-Bans!

Qui-Gon jumps down after Maul. The Dark Lord kicks the Jedi Master away, then back flips up to his feet. Qui-Gon ferociously battles the Sith back down the catwalk into a hallway. Obi-Wan jumps up to the catwalk and runs to catch up.

THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY The Sith Lord, pursued by Qui-Gon, backs into a long hallway filled with a series of deadly rays that go on and off in a pulsing pattern, shooting across the corridor every minute or so. Darth Maul makes it down several walls of deadly rays before they close. Qui-Gon is one wall away from the Sith Lord. Obi-Wan is just starting into it and is several walls way from Maul. He must wait until the next pulse to advance down the corridor. The apprentice is tense as he waits for the walls of rays to open. He pops a couple more of his Prozac pills. The Sith Lord paces and cracks a sinister smile, as he stares at Qui-Gon. Suddenly, Qui-Gon crosses his eyes, makes a goofy face and sticks his tongue out at Maul, who is shocked. The Sith starts mumbling something very rude. The Jedi smirks, then kneels and meditates.

THEED - PALACE - HALLWAY TO THRONE ROOM Padme, Captain Panaka and the others approach the entrance of the throne room, when suddenly, two destroyer droids roll in front of the door. Padme turns around and sees two more approaching, trapping them in the middle.

PADME: (upset) Great!! This is just great! I can hear Qui-Gon's big mouth now: "see, I told ya this plan wouldn't work!" Throw down your weapons. They win this round. (Throws blaster down on the floor and angrily stomps foot). Crap!!

THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY The electric rays cycle as Qui-Gon sits meditating. The wall of the deadly rays turn away, and Obi-Wan starts running toward Qui-Gon and the Dark Lord. When the wall between Qui-Gon and Darth Maul opens, Qui-Gon runs out to fight the Dark Lord with a ferocity not seen before. They move into the area at the end of the corridor called the melting pit, a small area that is mostly made up of a deep hole. The electron ray gates begin to close. Obi-Wan tries to make it to the melting pit but is caught one gate short. He slides to a stop, as he almost touches the deadly electron field. Qui-Gon and Darth Maul battle around the melting pit as a frustrated Obi-Wan watches. After Qui-Gon blocks one of Maul's blows, they momentarily pause, face to face.

QUI-GON (staring intently at Maul) Man! You sure are one ugly son-of-a-b...

Darth Maul's eyes grow large, as he becomes enraged. Then, catching Qui-Gon off guard, he quickly bashes his lightsaber handle into the Jedi's chin, and runs him through. Qui-Gon slumps to the floor in a heap, as Obi-Wan watches.

OBI-WAN: NOOOOO!!!

THEED - PALACE THRONE ROOM Padme, Captain Panaka and the others are brought before Nute and Rune.

NUTE: Your liiittle insurreeection is at aaan end, Your Hiiighness.Time fooor you to siiign the treeeaty... aaand end this pooointless debaaate in the Seeenate.

PADME: (confused) What?!

Sabe, dressed like the Queen, appears in the doorway with several troops.

SABE: Viceroy! Your mama is a salamander!

Nute and Rune are stunned to see a second queen. Nute is particularly pissed about his mother being brought into this. He yells at the droid guards in the room.

NUTE: Aaafter her! Noooobody talks aboooout my maaama!

Most of the droids rush out of the throne room after Sabe. Padme sits on her throne and immediately hits a security button that opens a panel in one of the chair's arms. She grabs two pistols and calls to Panaka.

PADME: Captain! (tosses one of the pistols to Panaka and they both blast the rest of the battle droids).

PANAKA: (to his troops) Jam the doors!

The men rush to the door and jam the control panel. The Neimoidians are confused and afraid, especially Nute.

PADME: (with hands on hips, strolling up to Nute's face, smiling) Game Over, Viceroy!! (looks down at Nute's feet and notices he's had a little accident) Oh no you didn't, not on MY throne room floor!

Nute lowers his head, embarrassed.

NABOO STARFIGHTER - COCKPIT As the Naboo squadron continues its attack on the space station, Anakin's fighter is hit, sending it into a spin. R2 and Anakin scream. Finally, the boy is able to regain control as his ship enters the space station hangar.

ANAKIN: I'm trying to stop! I'm trying to stop! Whoa!

Anakin hits the reverse thrusters and the ship skids to a stop on the hangar deck. R2 lets out a worried whistle.

ANAKIN: Everything's overheated. All the lights are red. It's not my fault!

R2 sees battle droids approaching, and beeps frantically.

ANAKIN: This is not good.

THEED - POWER GENERATOR - MELTING PIT As the pulsing electron gate opens, Obi-Wan charges the Sith Lord and attacks him. He is relentless in his assault on Maul. With one powerful blow, Obi-Wan breaks Maul's lightsaber in two and discovers that the Sith's "awesome" weapon was nothing more than two plain lightsabers connected with duct tape. As Maul falls to the floor from the force of the blow, Obi-Wan laughs.

OBI-WAN: What a cheap piece of crap! Where did you get that thing from, "The Red Green Show"? True Value hardware store?

Fed-up with Obi-Wan's insults, Maul springs up from the floor, charging the Jedi with one of the halves from his original lightsaber. However, Obi-Wan is the better warrior and begins to gain the upper hand in their battle. As the Jedi blocks one of Maul's blows, he pauses momentarily in the Sith Lord's face.

OBI-WAN: (staring intently at Maul) Dang! You are one ugly son-of-a-b...

Pissed, Darth Maul uses the Force to throw the Jedi back over the edge of the melting pit. Obi-Wan is able to grab onto a nozzle on the inside of the pit, but can barely hang on. Maul kicks the Jedi's lightsaber down the endless shaft then strolls over to look down at him with an evil grin.

DARTH MAUL: I bet you'd be willing to kiss my little horny, ugly butt now to get outta the jam you're in, pretty boy!

Obi-Wan looks disgusted at Maul, as he thinks to himself "man, he's got horns on his butt too?"

NABOO STARFIGHTER - COCKPIT Several battle droids surround Anakin's ship, as he watches the dashboard lights go from red to green.

ANAKIN: Yes! We have power. Shields up!

He flips a switch and the engine starts. Then he flips another switch and the ship levitates. Anakin fires lasers as the ship begins to rotate.

ANAKIN: Take this! And this!

He presses a button and launches two torpedoes which miss the droids.

ANAKIN: Ooops!

The two torpedoes fly down a hallway and explode inside the main reactor.

ANAKIN: (sarcastically, turning to the movie audience) Now what are odds of THAT happening?!

Anakin's ship roars through the hangar deck, knocking over the droids. He races out of the hold, just as the battleship is destroyed.

NABOO GRASS PLAINS The Gungans have been defeated. Jar Jar and Captain Tarpals are approached by one of the droids. Suddenly, all of the droids begin breaking down. The Gungans start cheering as they realize they're victorious.

THEED - POWER GENERATOR - MELTING PIT The Sith Lord grins as he goes in for the kill, striking the edge of the pit with his lightsaber, showering Obi-Wan with hot sparks.

OBI-WAN: OW!!! Hey cut it out, goat-boy!!

Maul laughs, as he continues showering Obi-Wan.

OBI-WAN: Enough of this crap!!

Suddenly, Obi-Wan jumps up out of the pit and calls Qui-Gon's lightsaber to him, catching Darth Maul off guard. The young Jedi swings with a vengeance, slicing the Sith Lord in two. Maul falls into the melting pit to his death. Obi-Wan rushes over to Qui-Gon, who is dying. He cradles his Master's head in his arms.

OBI-WAN: Master!

QUI-GON: Wha... What took you so long?

OBI-WAN: What?!

QUI-GON: I wore that Sith down pretty good. What took you so long to finish him off?

OBI-WAN: (upset) Look, I finished him, didn't I? I mean, I'M not the one down on the floor here dying!

QUI-GON: (angrily grabs Obi-Wan by the collar) I may be the one dying... but YOU'RE the one I'm coming back to haunt!

OBI-WAN: (frightened) What?! Oh Master please, I'll do anything, whatever you want! Please, just don't come back and haunt me!

QUI-GON: Alright then! I want you to promise... promise me you will train the boy.

OBI-WAN: Yes, Master... anything you say!

QUI-GON: I mean it! Train him... or else! (starts coughing hard in Obi-Wan's face, then releases his collar and dies).

OBI-WAN: (looks intently at Qui-Gon, making sure he's dead. Then gets angry) Yeah right!! (drops Qui-Gon's head on the floor, hard) Let's just see if I train that little brat of yours!

The apprentice sticks his tongue out at Qui-Gon, then stands and starts walking away. Suddenly, the other half of Maul's broken lightsaber ignites and is speared toward him. Obi-Wan jumps out of the way just in time, as the sword crashes into the wall. Terrified, he looks over at Qui-Gon, then turns and runs away.

MAIN HANGAR - COURTYARD The large grand cruiser of the Supreme Chancellor lands in the courtyard of the main hangar. Captain Panaka and several troops guard Nute Gunray and Rune Haako. Obi-Wan, the queen and her handmaidens stand before the Neimoidians.

AMIDALA: Now, Viceroy, you are going to have to go back to the Senate and explain all this. And you'll be receiving a cleaning bill for my floor.

PANAKA: I think you can kiss your Trade franchise good-bye.

The main ramp of the cruiser is lowered as Obi-Wan and Captain Panaka lead the Viceroy and Rune toward the ship. Supreme Chancellor Palpatine and several Republic guards descend the walkway. The Chancellor winks at Panaka as he passes; Panaka nods and smiles back. Then Palpatine stops by Obi-Wan and Anakin.

PALPATINE: We are indebted to you for your bravery, Obi-Wan Kenobi. And you, young Skywalker... we shall watch your career with great interest.

Anakin looks at the pocket where the queen's stolen earrings were and flashes a sinister smile at Palpatine, who nervously smiles back. The Chancellor hastily turns and walks over to the queen, still smiling.

AMIDALA: Congratulations on your election, Chancellor. Now where are my new earrings?

PALPATINE: (thinks to himself "darn, the silly teenager remembered that!") Oh, yes, yes. I regret that I do not have them with me at this time... (notices the queen glaring back) the, uh, jeweler is putting the final touches on his masterpiece. I assure you that the earrings will soon be in your possession, for you to treasure forever!

AMIDALA: I certainly hope so. I would hate for it to be said that you are not a man of your word, Chancellor (smugly turns and strolls away).

PALPATINE: Of course, Your Majesty. (Thinks to himself "how dare she threaten me, the silly teenager! Just wait. I'll make her regret the day she ever crossed my path... her AND that little Skywalker brat!")

TURRET ROOM - NABOO PALACE The sun streams into the multi-windowed room at a low angle. It is almost sunset. Yoda paces before Obi-Wan, who is kneeling in the center of the room.

YODA: Confer on you, the level of Jedi Knight the Council does. But agree with your taking this boy as your Padawan learner, I do not.

OBI-WAN: Well Master Yoda, tough s...

YODA: WHAT?!?! Think you that being a Jedi Knight gives you the right to speak to me as you may?

OBI-WAN: (cockily) As a matter of fact, I do. And, I'm gonna train Qui-Gon's kid, too. Without the approval of the Council if I must.

YODA: What?! What mean you, "Qui-Gon's kid"? No child had Qui-Gon... married, he was not!

OBI-WAN: Hello? Since when did a Jedi have to be married to father a child?

YODA: (angrily) Since the beginning of the Jedi! For it is written: it shall be with honor... it shall be within marriage... it shall be with a chosen bride... it...

OBI-WAN: "It" was a one-night stand! Geez man, get real! I mean, like it or not, we Jedi are not always as perfect as you might...

Yoda, in denial, starts loudly singing the old Jedi Academy Fight Song, drowning out Obi-Wan. Frustrated, he finally leaves, because Yoda's singing is much worse than Jar Jar's.

THEED - CENTRAL PLAZA - FUNERAL TEMPLE Qui-Gon's body is in flames as the Jedi Council, Obi-Wan, Anakin, the queen, Sio Bibble, Captain Panaka, Jar Jar, Boss Nass, Palpatine and several guards, staff and Gungans watch. Anakin turns to Obi-Wan.

ANAKIN: What will happen to me now?

OBI-WAN: The Council has granted me permission to train you. (arrogantly) Look, I'm your Master now, kid. You step outta line just once, and I'm gonna bust your butt so hard...

Suddenly, a small piece of burning cloth floats from Qui-Gon's body onto Obi-Wan's hood. He jumps as the flame burns him. Then he beats on his head, hard, to put out the fire. Perplexed and frightened, the Jedi looks over at Qui-Gon, then back at Anakin, who's eerily smiling at him.

OBI-WAN: (nervously) Uh... look, Anakin, don't worry... you will become a Jedi, I promise.

They both turn and watch Qui-Gon, as Obi-Wan continues to rub the top of his head. At the other end of the room, Mace Windu turns to Yoda.

MACE: There is no doubt. The mysterious warrior was a Sith.

YODA: Always two there are... no more... no less. A Master and an apprentice.

MACE: But which was destroyed, the Master or the apprentice?

They give each other a concerned look, as someone behind them speaks up.

PANAKA: Shhh! Hey you two, pipe down!

THEED - CENTRAL PLAZA The next day, there is a grand victory parade. The crowd cheers. Queen Amidala stands atop the palace steps, next to Supreme Chancellor Palpatine, Governor Sio Bibble and the Jedi Council. Anakin, dressed as a Jedi apprentice, and Obi-Wan watch from the side. Leading the parade are Boss Nass, Jar Jar and Captain Tarpals. They stop before the queen. Nass walks up the steps to stand by her side. She hands him the Globe of Peace. He holds it up high.

BOSS NASS: PEACE!!!

Everyone cheers. The queen looks over and smiles at Anakin, who winks back and blows her a kiss. Amidala jumps out in front of Sio Bibble, pretending to catch the invisible kiss. Bibble frowns, while mumbling "silly teenager!". Except for the Governor, there is happiness throughout the land.

END