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Star Wars Episode I: The Phantom Menace

    

"A long time ago in a galaxy far, far away...."

               A vast sea of stars serves as the backdrop for the MAIN TITLE, 
               followed by a ROLL UP, which crawls up into infinity.

               "EPISODE 1 THE PHANTOM MENACE"

               "Turmoil has engulfed the Galactic Republic. The taxation of 
               trade routes to outlaying 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....."

               PAN DOWN to reveal a small space cruiser heading TOWARD CAMERA 
               at great speed. PAN with the cruiser as it heads towardthe 
               beautiful green planet of Naboo, which is surrounded by 
               hundreds of Trade Federation battleships.

               INT. REPUBLIC CRUISER - COCKPIT

               In the cockpit of the cruise, the CAPTAIN and PILOT maneuver 
               closer to one of the battleships.

                                     QUI-GON (O.S.)
                         Captain.

               The Captain turns to an unseen figure sitting behind her.

                                     CAPTAIN
                         Yes, sir?

                                     QUI-GON (O.S.)
                         Tell them we wish to board at once.

                                     CAPTAIN
                         Yes, sir.

               The CAPTAIN looks to her view screen, where NUTE GUNRAY, a 
               Neimoidian trade viceroy, waits for a reply.

                                     CAPTAIN
                         With all due respect for the Trade 
                         Federation, the Ambassadors for the 
                         Supreme Chancellor wish to board 
                         immediately.

                                     NUTE
                         Yes, yes, of coarse...ahhh...as you 
                         know, our blockade is perfectly legal, 
                         and we'd be happy to recieve the 
                         Ambassador...Happy to.

               The screen goes black. Out the cockpit window, the sinister 
               battleship looms ever closer.

               EXT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE (FX)

               The small space cruiser docks in the enormous main bay of 
               the Federation battleship.

               INT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE

               A PROTOCOL DROID, TC-14, waits at the door to the docking 
               bay. Two WORKER DROIDS, PK-4 and EG-9 watch.

                                     PK-4
                         They must be important if the Viceroy 
                         sent one of those useless protocol 
                         gearheads to greet them.

               The door opens, and the Republic cruiser can be seen in the 
               docking bay.  Two darkly robed figures are greeted by TC-14.

                                     TC-14
                         I'm TC-14 at your service. This way, 
                         please.

               They move off down the hallway.

                                     EG-9
                         A Republic cruiser! That's 
                         trouble...don't you think?

                                     PK-4
                         I'm not made to think.

               INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

               A door slides open, and the two cloaked shapes are led PAST 
               CAMERA into the formal conference room by TC-14.

                                     TC-14
                         I hope you honoured sirs with the 
                         most comfortable here. My master 
                         will be with you shortly.

               The droid bows before OBI-WAN KENOBI and QUI- GON JINN. He 
               backs out the door and it closes. The JEDI lower their hoods 
               and look out a large window at the lush green planet of Naboo. 
               QUI-GON sixty years old, has long white hair in a ponytail. 
               He is tall and striking, with blue eyes. OBI-WAN is twenty 
               five, with very short brown hair, pale skin, and blue eyes. 
               Several exotic, bird-like creatures SING in a cage near the 
               door.

                                     OBI-WAN
                         I have a bad feeling about this.

                                     QUI-GON
                         I don't sense anything.

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

                                     QUI-GON
                         Don't center on your anxiety, Obi-
                         Wan. Keep your concentration here 
                         and now where it belongs.

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

                                     QUI-GON
                         ...but not at the expense of the 
                         moment. Be mindful of the living 
                         Force, my young Padawan.

                                     OBI-WAN
                         Yes, Master...how do you think the 
                         trade viceroy will deal with the 
                         chancellor's demands?

                                     QUI-GON
                         These Federation types are cowards. 
                         The negotiations will be short.

                

               INT. FEDERATION BATTLESHIP - BRIDGE

               NUTE GUNRAY and DAULTRAY DOFINE stand, stunned, before TC-
               14.

                                     NUTE
                              (shaken)
                         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, eh. Blind me, we're done 
                         for!

                                     NUTE
                         Stay calm?  I'll wager the Senate 
                         isn't aware of the Supreme 
                         Chancellor's moves here. Go. Distract 
                         them until I can contact Lord Sidious.

                                     DOFINE
                         Are you brain dead? I'm not going in 
                         there with two Jedi! Send the droid.

               Dofine turns to TC-14, who lets out a squeaky sigh.

               INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

                                     OBI-WAN
                         Is it their nature to make us wait 
                         this long?

               The door to the conference room slides open, and TC-14 enters 
               with a tray of drinks and food.

                                     QUI-GON
                         No. I sense an unusual amount of 
                         fear for something as trivial as 
                         this dispute.

               Obi-Wan takes a drink.

               INT. FEDERATION BATTLESHIP - BRIDGE

               Nute, Dofine, and Rune Haako are before the hologram of Darth 
               Sidious, a robed figure whose face is obscured by a hood.

                                     DOFINE
                         This scheme of yours has failed, 
                         Lord Sidious. The blockade is 
                         finished! We dare not go against 
                         these Jedi.

                                     DARTH SIDIOUS
                         You seem more worried about the Jedi 
                         than you are of me, Dofine. I am 
                         amused.. Viceroy!

               Nute, looking very nervous, steps forward.

                                     NUTE
                         Yes, My lord.

                                     DARTH SIDIOUS
                         I don't want that stunted slime in 
                         my sight again. Do you understand?

                                     NUTE
                         Yes, My Lord.

               Nute gives Dofine a fierce look, and Dofine, terrified, rushed 
               off the bridge.

                                     DARTH SIDIOUS
                         This turns of events is unfortunate. 
                         We must accelerate our plans, Viceroy. 
                         Begin landing your troops.

                                     NUTE
                         Ahh, My Lord, is that, Legal?

                                     DARTH SIDIOUS
                         I will make it legal.

                                     NUTE
                         And, the Jedi??

                                     DARTH SIDIOUS
                         The Chancellor should never have 
                         brought them into this. Kill them, 
                         immediatly.

                                     NUTE
                         Ye..Yes, My Lord. As you wish.

               INT. REPUBLIC CRUISER - COCKPIT - DOCKING BAY

               In the Cockpit of the Cruiser, the Captain and Pilot look up 
               and see a gun turret swing around and point directly at them.

                                     PILOT
                         Captain !? Look !!

                                     CAPTAIN
                         No! Warn...

               EXT. FEDERATION BATTLESHIP - HANGER BAY

               The battle gun fires. The Republic Cruiser explodes.

               INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

               Gui-Gon and Obi-Wan leap up to a standing position with their 
               light sabers drawn. TC-14 jumps back, startled, spilling the 
               drinks tray.

                                     TC-14
                         Ahhh, Sorry, sir. The Viceroy... 

               Gui-Gon and Obi-Wan turn off their swords and listen intently. 
               A faint hissing sound can be heard.

                                     GUI-GON
                         Gas!

               Qui-Gon and Obi-Wan each taken a sudden deep breath and 
               holding it.  The exotic bird-like creatures in the cage dorp 
               dead.

               INT. FEDERATION BATTLESHIP - HALLWAY

               A hologram of NUTE , surrounded by BATTLE DROIDS, appears in 
               the conference room hallway.

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

               The hologram fades off, as a BATTLE DROID, OWO-1, cautiously 
               opens the door. A deadly green cloud billows from the room.  
               BATTLE DROIDS cock their weapons as a figure stumbles out of 
               the smoke. It is TC-14 , carrying the tray of drinks.

                                     TC-14
                         Oh, excuse me, so sorry.

               The PROTOCOL DROID passes the armed camp just as two flashing 
               laser swords fly out of the deadly fog, cutting down several 
               BATTLE DROIDS before they can fire.

               INT. FEDERATION BATTLESHIP - BRIDGE

               The bridge is a cocophony of alarms. NUTE and RUNE watch OWO-
               1 on the viewscreen.

                                     OWO-1
                         Not sure exactly what...

               OWO-1 is suddenly cut in half in mid-sentence. RUNE gives 
               NUTE a worried look.

                                     NUTE
                         What in blazes is going on down there?

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

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

                                     RUNE
                         That won't be enough, sir.

               The doors to the bridge SLAM shut.

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

                                     RUNE
                         We will not survive this.

               INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

               QUI-GON cuts several BATTLE DROIDS in half, creating a shower 
               of sparks and metal parts. OBI-WAN raises his hand, sending 
               several BATTLE DROIDS crashing into the wall.

               QUI-GON makes his way to the bridge door and begins to cut 
               through it.

               INT. FEDERATION BATTLESHIP - BRIDGE

               The CREW is very nervous as sparks start flying around 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 tabs the door with his sword. 
               The screen goes black as a red spot appears in the center of 
               the blast door.

                                     RUNE
                         ...They're still coming through!

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

                                     NUTE
                         Impossible!! This is impossible!!

                                     RUNE
                         Where are those destroyer droids?!

               INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

               Ten ugly destroyer WHEEL DROIDS roll down the hallway at 
               full speed. Just before they get to the bridge area, they 
               stop and transform into their battle configuration. QUI-GON 
               can't see them but senses their presence.

                                     QUI-GON
                         Destroyer droids!  

                                     OBI-WAN
                         Offhand, I'd say this mission is 
                         past the negotiaion stage.

               The WHEEL DROIDS, led by P-59, rush the entry area from three 
               hallways, blasting away with their laser guns. They stop 
               firing and stand in a semi-circle as the smoke clears. OBI-
               WAN and QUI-GON are nowhere to be seen.

                                     P-59
                         Switch to bio...There they are!

               The Jedi materialize at the far end of the hallway and dash 
               through the doorway that slams shut. The WHEEL DROIDS blast 
               away at the two JEDI with their laser swords.

                                     OBI-WAN
                         They have shield generators!

                                     QUI-GON
                         It's a standoff! Let's go!

               INT. FEDERATION BATTLESHIP - BRIDGE

               NUTE and RUNE stand on the bridge, watching the view screen 
               as the WHEEL

               DROIDS' POV speeds to the doorway.

                                     RUNE
                         We have them on the run, sir...they're 
                         no match for destroyer droids.

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

               INT. FEDERATION BATTLESHIP - MAIN BAY

               QUI-GON and OBI-WAN appear at a large vent in a giant hanger 
               bay. They are careful not to be seen. Thousands of BATTLE 
               DROIDS are loading onto landing craft.

                                     QUI-GON
                         Battle droids.

                                     OBI-WAN
                         It's an invisible army.

                                     QUI-GON
                         It's an odd play for the Trade 
                         Federation. We've got to warn the 
                         Naboo and contact Chancellor Valorum. 
                         Let's split up. Stow aboard separate 
                         ships and meet down on the planet.

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

               INT. FEDERATION BATTLESHIP - BRIDGE

               TEY HOW recieves a transmission.

                                     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 her elaborate headdress and robes, she sits, 
               surrounded by the GOVERNING COUNCIL and FOUR HANDMAIDENS, 
               EIRTAE, YANE, RABE, and SACHE.

                                     NUTE
                         Again you come before me, Your 
                         highness. The Federation is
                         pleased.

                                     AMIDALA
                         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 was not aware of such a failure.  

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

                                     NUTE
                         I take it you know the outcome. I 
                         wonder why they bother to vote.

                                     AMIDALA
                         Enough of this pretense, Viceroy! 
                         I'm aware the Chancellor's Ambassadors 
                         are with you now, and that you have 
                         beencommanded to reach a settlement.

                                     NUTE
                         I know nothing about any 
                         Ambassadors...you must be mistaken.

               AMIDALA, surprised at his reaction, studies him carefully.

                                     AMIDALA
                         Beware, Viceroy....the Federation is 
                         going too far this time.

                                     NUTE
                         Your Highness, we would never do 
                         anything without the approval of the 
                         Senate. You assume too much.

                                     AMIDALA
                         We will see.

               The QUEEN fades off, and the view screen goes black.

                                     RUNE
                         She's right, the Senate will never....

                                     NUTE
                         It's too late now.

                                     RUNE
                         Do you think she suspects an attack?

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

               INT. NABOO PALACE - THRONE ROOM

               The QUEEN, EIRTAE, SACHE and her Governor, SIO BIBBLE, stand 
               before a hologram of SENATOR PALPATINE, a thin, kindly man.

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

               The hologram of PALPATIONE sputters and fades away.

                                     AMIDALA
                         Senator Palpatine?!?
                              (turns to Panaka)
                         What's happening?

               Capt. Panaka turns to his SARGEANT. 

                                     CAPT. PANAKA
                         Check the transmission generators...

                                     BIBBLE
                         A malfunction?

                                     CAPT. PANAKA
                         It could be the Federation jamming 
                         us. Your Highness.

                                     BIBBLE
                         A communications disruption can only 
                         mean one thing. Invasion.

                                     AMIDALA
                         Don't jump to conclusions, Governor. 
                         The Federation would not dare go 
                         that far.

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

                                     AMIDALA
                         We must continue to rely on 
                         negotiation.

                                     BIBBLE
                         Negotiation? We've lost all 
                         communications!...and where atre the 
                         Chancellors Ambassadors? How can we 
                         negotiate? We must prepare to defend 
                         ourselves.

                                     CAPT. PANAKA
                         This is a dangerous situation, Your 
                         Highness.  Our security volunteers 
                         will be no match against a battle-
                         hardened Federation army.

                                     AMIDALA
                         I will not condone a course of action 
                         that will lead us to war.

               EXT. SPACE LANDING CRAFT - TWILIGHT (FX)

               Six landing craft fly in formation toward the surface of the 
               planet Naboo.

               EXT. NABOO SWAMP - SHALLOW LAKE - TWILIGHT

               Three landing craft slowly descend through the cloud cover 
               of the perpetually gray twilight side of the planet. One by 
               one, the Federation warships land in the eerie swamp.  OBI-
               WAN's head emerges from the mud of a shallow lake. For in 
               the background, the activities of the invasion force can be 
               seen in the mist.

               OBI-WAN takes several deep breaths, then dissapears again 
               under the muddy swamp. Troop Transports (MTT's) emerge from 
               the landing craft.

               EXT. NABOO EDGE OF SWAMP / GRASS PLAINS - TWILIGHT (FX)

               The droid invasion force moves out of the swamp and onto a 
               grassy plain.

               OOM-9, in his tank, looks out over the vast ARMY marching 
               across the rolling hills. A small hologram of RUNE and NUTE 
               stands on the tank.

                                     RUNE
                         ...and there is no trace of the Jedi. 
                         They may have gotton onto one of 
                         your landing craft.

                                     OOM-9
                         If they are down here, sir, we'll 
                         find them.  We are moving out of the 
                         swamp and are marching on the cities. 
                         We are meeting no resistance.

                                     NUTE
                         Excellent.

               EXT. NABOO SWAMP - TWILIGHT

               QUI-GON runs 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 Gungan, JAR JAR INKS, squats holding a 
               clam he has retrieved from the murky swamp.  The shell pops 
               open. JAR JAR's greta tongue snaps out and grabs the clam, 
               swallowing it in one gulp.

               JAR JAR looks up and sees QUI-GON and the other creatures 
               running like the wind toward him. One of the huge MTT's bears 
               down on the JEDI like a charging locomotive. JAR JAR stands 
               transfixed, still holding the clam shell in one hand.

                                     JAR JAR
                         Oh, noooooooooo!

               JAR JAR drops the shell and grabs onto QUI-GON as he passes. 
               The JEDI is caught by surprise.

                                     JAR JAR
                         Hey, help me! Help me!!

                                     QUI-GON
                         Let go!

               The machine is about tp crush them as QUI-GON drags JAR JAR 
               behind him.  Just as the transport is about to hit them, QUI-
               GON drops, and JAR JAR goes splat into the mud with him. The 
               transport races overhead.

               QUI-GON and JAR JAR pull themselves out of the mud. They 
               stand watching the war machine dissapear 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
                         Are you brainless? You almost got us 
                         killed!

                                     JAR JAR
                         I spake.

                                     QUI-GON
                         The ability to speak does not make 
                         you intelligent. Now get outta here!

               QUI-GON starts to move off, and JAR JAR follows.

                                     JAR JAR
                         No...no! Mesa stay...Mesa yous humble 
                         servaunt.

                                     QUI-GON
                         That wont be necessary.

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

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

                                     QUI-GON
                         I have no time for this now...

                                     JAR JAR
                         Say what?

               The two STAPS barrell down on OBI-WAN.

                                     JAR JAR
                         Oh, nooooo! Weesa ganna....

               QUI-GON throws JAR JAR into the mud.

                                     QUI-GON
                         Stay down!

               His head pops up.

                                     JAR JAR
                         ...dieeee!

               The two troops fire laser bolts at OBI-WAN. QUI-GON deflects 
               the bolts back, and the STAPS blow up. One-two. OBI-WAN is 
               exhausted and tries to catch his breath.

                                     OBI-WAN
                         Sorry, Master, the water fried my 
                         weapon.

               OBI-WAN pulls out his burnt laser sword handle. QUI-GON 
               inspects it, as JAR JAR pulls himself out of the mud.

                                     QUI-GON
                         You forgot to turn your power off 
                         again, didn't you?

               OBI-WAN nods sheeplishly.

                                     QUI-GON
                         It won't take long to recharge, but 
                         this is a lesson I hope you've 
                         learned, my young Padawan.

                                     OBI-WAN
                         Yes, Master.

                                     JAR JAR
                         Yousa sav-ed my again, hey?

                                     OBI-WAN
                         What's this?

                                     QUI-GON
                         A local. Let's go, before more of 
                         those droids show up.

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

               OBI-WAN and QUI-GON start to run. 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.

               They all stop.

                                     QUI-GON
                         A city! 
                              (JAR JAR nods his 
                              head)
                         Can you take us there?  

                                     JAR JAR
                         Ahhh, will...on second taut...no, 
                         not willy.

                                     QUI-GON
                         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.

               A PULSATING SOUND is heard in the distance.

                                     QUI-GON
                         You hear that?

               JAR JAR shakes his head yes.

                                     QUI-GON
                         That's the sound of a thousand 
                         terrible things heading this way...

                                     OBI-WAN
                         When they find us, they will crush 
                         us, grind us into little pieces, 
                         then blast us into oblivion!

                                     JAR JAR
                         Oh! Yousa point is well seen. Dis 
                         way! Hurry!

               JAR JAR turns and runs into the swamp.

               EXT. NABOO SWAMP LAKE - TWILIGHT

               QUI-GON, OBI-WAN and JAR JAR run into a murky lake and stop 
               as JAR JAR tries to catch his breath.  The TRANSPORTS ARE 
               HEARD in the distance.

                                     QUI-GON
                         Much farther?

                                     JAR JAR
                         Wesa goen underwater, okeyday?

               QUI-GON and OBI-WAN pull out small capsule from their utility 
               belts that turn into breathing masks.

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

                                     OBI-WAN
                         Don't worry, this has not been our 
                         day for warm welcomes.

               JAR JAR jumps, does a double somersault with a twist, and 
               dives into the water.

               Breath masks on, QUI-GON and OBI-WAN wade in after him.

               EXT. NABOO LAKE - UNDERWATER

               QUI-GON and OBI-WAN swim behind JAR JAR, who is very much at 
               home in the water. Down they swim into murky depths. In the 
               distance the glow of Otoh Gunga, an underwater city made up 
               of large bubbles, becomes more distinct.

               They approach the strange, art nouveau habitat. JAR JAR swims 
               magically through one of the bubble membranes, which seals 
               behind him. OBI-WAN and QUI-GON follow.

               INT. 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, Mesa back!

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

               CAPT. TARPALS 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.

               INT. 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
                         That droid army is about to attack 
                         the Naboo. We must warn them.

                                     BOSS NASS
                         Wesa 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
                         After those droids take control of 
                         the surface, they will come here and 
                         take control of you.

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

                                     OBI-WAN
                         You and the Naboo form a symbiont 
                         circle.  What happens to noe of you 
                         will affect the other. You must 
                         understand this.

                                     BOSS NASS
                         Wesa wish no nutten in yousa tings, 
                         outlaunder, and wesa no care-n about 
                         da Naboo.

                                     QUI-GON
                              (waves his hand)
                         Then speed us on our way.

                                     BOSS NASS
                         Wesa gonna speed yousaway.

                                     QUI-GON
                         We need a transport.

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

                                     QUI-GON
                         Thank you for your help. We go in 
                         peace.

               QUI-GON and OBI-WAN turn to leave.

                                     OBI-WAN
                         Master, whats a bongo?

                                     QUI-GON
                         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 forlorn look.

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

                                     QUI-GON
                         Thank you, my friend.

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

               JAR JAR's soulful look is counterpointed by a sheepish grin.

                                     OBI-WAN
                         We are short of time, Master.

                                     QUI-GON
                         We'll need a navigator to get us 
                         through the planet's core. This Gungan 
                         my be of help.

               QUI-GON walks bact to BOSS NASS.

                                     QUI-GON
                         What is to become of Jar Jar Binks 
                         here?  

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

                                     QUI-GON
                         He has been a great help to us. I 
                         hope the punishment will not be too 
                         severe.

                                     BOSS NASS
                         Pounded unto death.

                                     JAR JAR
                              (grimacing)
                         Oooooh...Ouch!

               OBI-WAN looks concerned. QUI-GON is thinking.

                                     QUI-GON
                         We 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 joins the JEDI. QUI-GON waves his hand.

                                     QUI-GON
                         Your gods demand that his life belongs 
                         to me now.

                                     BOSS NASS
                         Hisen live tis yos, outlauder. Begone 
                         wit him.

                                     JAR JAR
                         Count mesa outta dis! Better dead 
                         here, den deader in da core...Yee 
                         guds, whata mesa sayin?!

               EXT. NABOO CITY - UNDERWATER - SUB (FX)

               A strange little submarine propels itself away from the Otoh 
               Gunga, leaving the glow of the settlement in the distance.

               INT. SUB COCKPIT - UNDERWATER

               OBI-WAN in the co-pilots seat, JAR JAR guides the craft.

                                     JAR JAR
                         Dis is nusen.

                                     OBI-WAN
                         Master, why do you keep dragging 
                         these pathetic life forms along with 
                         us?...Here, take over.

                                     JAR JAR
                         Hey, ho? Where wesa goen??

                                     QUI-GON
                         You're the navigator.

                                     JAR JAR
                         Yo dreamen mesa hopen... 

                                     QUI-GON
                         Just relax, the Force will guide 
                         us...

                                     JAR JAR
                         Ooooh, maxibig..."da Force"...Wellen, 
                         dat smells stinkowiff.

               JAR JAR veers the craft to the left and turns the lights on. 
               The coral vistas are grand, fantastic, and wonderous.

                                     OBI-WAN
                         Why were you banished, Jar Jar?

                                     JAR JAR
                         Tis a long tale, buta small part 
                         wawdabe mesa... ooooh... aaaa... 
                         clumsy.

                                     OBI-WAN
                         They banished you because you're 
                         clumsy?

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

                                     JAR JAR
                         Mesa 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, lumimnous OPEE SEA 
               KILLER has hooked them with its long gooey tongue.

                                     QUI-GON
                         Full speed ahead.

               Instead of full ahead, JAR JAR jams the controls into reverse. 
               The sub flies into the mouth of the creature.

                                     JAR JAR
                         Oooops.  

                                     OBI-WAN
                         Give me the controls.

               OBI-WAN takes over the controls and the OPEE SEA KILLER 
               instantly releases the sub from its mouth.

                                     JAR JAR
                         Wesa free!

               As the sub zooms away they see a larger set of jaws, munching 
               on the hapless KILLER. The jaws belong to the incredible 
               SANDO AQUA MONSTER. The lights on the tiny sub begin to 
               flicker as they cruise deeper into the gloom.

                                     QUI-GON
                         There's always a bigger fish.

               INT. FEDERATION BATTLESHIP - BRIDGE

               NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

                                     NUTE
                         The invasion is on schedule, My Lord.

                                     DARTH SIDIOUS
                         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 system.

                                     NUTE
                         The Queen has great faith the Senate 
                         will side with her.

                                     DARTH SIDIOUS
                         Queen Amidala is yound and naive. 
                         You will find controlling her will 
                         not be difficult. You have done well, 
                         Viceroy.

                                     NUTE
                         Thank you, My Lord.

               DARTH SIDIOUS fades away.

                                     RUNE
                         You didn't tell him about the missing 
                         Jedi?

                                     NUTE
                         No need to report that to him, until 
                         we have something to report.

               INT. SUB COCKPIT - UNDERWATER

               Sparks are flying, and water is leaking into the cabin. The 
               sound of the power drive drops.

                                     OBI-WAN
                         ...we're losing power.

               OBI-WAN is working with the sparking wires. JAR JAR panics.

                                     QUI-GON
                         Stay calm. We're not in trouble yet.

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

                                     OBI-WAN
                         Power's back.

               The lights flicker on, revealing an ugly COLO CLAW FISH right 
               in front of them.

                                     JAR JAR
                         Monstairs back!

               The large COLO CLAW FISH is surprised and rears back. The 
               sub turns around and speeds away.

                                     JAR JAR
                         Wesa in trouble now??

                                     QUI-GON
                         Relax.

               QUI-GON puts his hand on JAR JAR's shoulder. JAR JAR relaxes 
               into a coma.

                                     OBI-WAN
                         You overdid it.

               The COLO CLAW FISH leaps after the fleeing sub as it shoots 
               out of the tunnel and into the waiting jaws of the SANDO 
               AQUA MONSTER.

                                     OBI-WAN
                         This is not good!

               JAR JAR regains consciousness.  

                                     JAR JAR
                         Wesa dead yet?? Oie Boie!

               JAR JAR's eyes bulge, and he faints again. The sub narrowly 
               avoids the deadly teeth of the AQUA MONSTER. The COLO CLAW 
               FISH chasing them isn't so lucky. It is munched in half by 
               the larger predator. The little sub slips away.

                                     QUI-GON
                         Head for that outcropping.

               EXT. THEED - MAIN ROAD INTO THEED - DAY (FX)

               The long columns of the DROID ARMY move down the main road 
               leading to Theed, the Naboo capital.

               EXT. THEED PLAZA - DAY (FX)

               As the QUEEN watches helplessly from a window in the palace, 
               a transport carrying NUTE and RUNE lands in Theed Plaza. 
               They exit the transport.

                                     NUTE
                         Ah, victory!

               INT. NABOO LAKE - UNDERWATER - SUB (FX)

               The little sub continue to propel itself toward the surface, 
               which is brightly lit.

                                     JAR JAR
                         Wesa dude it!

               EXT. THEED - ESTUARY - DAY

               Paradise. Billowing clouds frame a romantic body of water. 
               There is a LOUD RUSH OF BUBBLES, and a small sub bobs to the 
               surface.

               The current in the estuary begins to pull the sub backward 
               into a fast moving river. OBI-WAN switches off the two 
               remaining bubble canopies.

               QUI-GON stands up to look around. JAR JAR lets out a sigh of 
               relief.

                                     JAR JAR
                         Wesa safe now.

                                     QUI-GON
                         Get this thing started.

                                     JAR JAR
                         Dissen berry good. Hey?

                                     OBI-WAN
                         What is it?

               JAR JAR looks back to where they're drifting. He sees they 
               are headed for a huge waterfall.

                                     JAR JAR
                         What!!?? Oie boie!

               OBI-WAN tries to start the engine. The long props behind the 
               sub slowly begin to rotate. OBI-WAN struggles until finally, 
               a few feet short of the waterfall, the sub starts and is 
               able to generate enough power to stop drifting backward in 
               the powerful current. The sub slowly moves forward. In the 
               background, QUI-GON takes a cable out of his belt. The engine 
               coughs and dies. They start drifting backward again. JAR JAR 
               panics.

                                     JAR JAR
                         Iyiiyi, wesa die'n here, hey!

               QUI-GON shoots the thin cable, and it wraps itself around a 
               railing on the shore. The sub pulls the cable taut, and the 
               little craft hangs precariously over the edge of the 
               waterfall.

                                     QUI-GON
                         Come on...

               OBI-WAN climbs out of the sub and pulls himself along the 
               cable. QUI-GON starts in after him.

                                     QUI-GON
                         Come on, Jar Jar.  

                                     JAR JAR
                         No! Too scary!

                                     OBI-WAN
                         Get up here!

                                     JAR JAR
                         No a mighty no!

               JAR JAR looks back and sees he is hanging over the waterfall.

                                     JAR JAR
                         Oie boie...mesa comen. Mesa comen!

               JAR JAR starts to climb out of the sub. OBI-WAN is on shore 
               and helps to pull QUI-GON out of the water.

                                     OBI-WAN
                         That was close.

                                     BATTLE DROID 3B3 (O.S.)
                         Drop your weapons!

               The TWO JEDI turn around to see a BATTLE DROID standing in 
               front of them.

                                     BATTLE DROID 3B3

                                     JAR JAR
                         Whoa!!!

               EXT. THEED - PALACE - DAY

               The waterfalls of Theed sparkle in the noonday sun.

               INT. THEED - PALACE THRONE ROOM - DAY

               QUEEN AMIDALA, SIO BIBBLE, and FIVE OF HER HANDMAIDENS 
               (EIRTAE, YANE, PADME, RABE, SACHE) are surrounded by TWENTY 
               DROIDS. Capt. Panaka and FOUR NABOO GUARDS are also held at 
               gunpoint. NUTE and RUNE stand in the middle of the room.

                                     BIBBLE
                         ...how will you explain this invasion 
                         to the Senate?

                                     NUTE
                         The Naboo and the Federation will 
                         forge a treaty that will legitimize 
                         our occupation here. I've been assured 
                         it will be ratified by the Senate.

                                     AMIDALA
                         I will not co-operate.

                                     NUTE
                         Now, now, your Highness. You are not 
                         going to like what we have in store 
                         for your people. In time, their 
                         suffering will persuade you to see 
                         our point of view. Commander.
                              (OOM-9 steps forward)
                         Process them.

                                     OOM-9
                         Yes, sir! 
                              (turns to his sergeant)
                         Take them to Camp Four.

               The SERGEANT marches the GROUP out of the throne room.

               EXT. PALACE - PLAZA - DAY

               QUEEN AMIDALA, PADME, EIRTA, YANE, RABE, SACHE, Capt. Panaka, 
               SIO BIBBLE,

               and FOUR GUARDS are led out of the palace by ten BATTLE 
               DROIDS. The plaza is filled with tanks and BATTLE DROIDS, 
               which they pass on their way to the detention camp. 
               Unbeknownst to them, QUI-GON, OBI-WAN, and JAR JAR sneak 
               across on a walkway above the plaza and jump from a balcony 
               to begin an attack to rescue the QUEEN.

               FOUR BATTLE DROIDS are instantly cut down. MORE DROIDS move 
               forward and are also cut down by the JEDIS' flashing 
               lightsabres until there is only the DROID SERGEANT left. The 
               SERGEANT starts to run but is pulled back to QUI-GON by the 
               Force, until finally he is dispatched by the JEDI.

                                     JAR JAR
                         Yousa guys bombad!

               QUEEN AMIDALA and the OTHERS are amazed. JAR JAR is getting 
               used to this.  They move between two buildings.

                                     QUI-GON
                         Your Highness, we are the Ambassadors, 
                         for the Supreme Chancellor.

                                     BIBBLE
                         Your negotiations seem to have failed, 
                         Ambassador.

                                     QUI-GON
                         The negotiations never took place. 
                         Your Highness, we must make contact 
                         with the republic.

               Capt. Panaka steps forward.

                                     CAPT. PANAKA
                         They've knocked out all our 
                         communications.

                                     QUI-GON
                         Do you have transports?

                                     CAPT. PANAKA
                         In the main hanger. This way.

               THEY disappear down an alleyway as the ALARMS are sounded

               INT. CENTRAL HANGER - HALLWAY - DAY

               Capt. Panaka cracks open a side door to the central hanger. 
               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 about FIFTY BATTLE DROIDS.  ALARMS can 
               be heard in the distance.

                                     CAPT. PANAKA
                         There are too many of them.

                                     QUI-GON
                         That won't be a problem. 
                              (to Amidala)
                         Your Highness, under the 
                         circumstances, Isuggest 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.

                                     CAPT. PANAKA
                         They need her to sign a treaty to 
                         make this invasion of theirs legal. 
                         They can't afford to kill her.

                                     QUI-GON
                         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
                         Please, Your Highness, reconsider. 
                         Our only hope is for the Senate to 
                         side with us... Senator Palpatine 
                         will need your help.

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

                                     BIBBLE
                         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 and EIRTAE.

                                     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. 
                              (to Bibble)
                         Be careful, Governor.

               INT. CENTRAL HANGER - DAY

               The door opens to the main hanger. QUI-GON, OBI-WAN, JAR 
               JAR, Capt. Panaka, TWO GUARDS, and THREE HANDMAIDENS (PADME, 
               EIRTAE, RABE), followed by QUEEN AMIDALA, head for a sleek 
               chrome spacecraft. SIO BIBBLE, YANE and SACHE stay behind. 
               The HANDMAIDENS begin to cry.

                                     CAPT. PANAKA
                         We need to free those pilots.

               Capt. Panaka points to TWENTY GUARDS, GROUND CREW, and PILOTS 
               held in a corner by SIX BATTLE DROIDS.

                                     OBI-WAN
                         I'll take care of that.

               OBI-WAN heads toward the group of captured pilots.

               QUI-GON and the QUEEN, Capt. Panaka, JAR JAR, and the rest 
               Of the GROUP approach the GUARDS at the ramp of the Naboo 
               craft.

                                     GUARD DROID
                         Where are you going?

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

                                     DROID GUARD
                         You're under arrest!

               The DROID GUARD draws his weapon, but before any of the DROIDS 
               can fire, they are cut down. OTHER GUARDS run to their aid. 
               OBI-WAN attacks the GUARDS around the PILOTS. QUI-GON stands, 
               fighting off DROIDS as the OTHERS rush on board the 
               spacecraft. OBI-WAN, the FREED PILOTS (including RIC OLIE), 
               GUARDS and GROUND CREW MEMBERS rush on board the ship.  The 
               OTHER PILOTS and GUARDS race to SIO BIBBLR. After everyone 
               has made it onto the ship, QUI-GONjumps on board. ALARMS 
               sound. MORE DROIDS rush into the hanger and fire as the ship 
               takes off.

               EXT. THEED - HANGER ENTRY - DAY (FX)

               The ship exits the hanger. BATTLE DROIDS standing in the 
               hanger shoot at them.

               EXT. SPACE (FX)

               The sleek spacecraft speeds away from the planet of Naboo 
               and heads for the deadly Federation blockade.

               INT. NABOO SPACECRAFT - COCKPIT

               The PILOT, RIC OLIE, navigates toward the massive battleship, 
               QUI-GON and Capt. Panaka watch.

                                     RIC OLIE
                         ...our communications are still 
                         jammed.

               INT. NABOO SPACECRAFT - DROID HOLD

               JAR JAR is led into a low, cramped doorway by OBI-WAN.

                                     OBI-WAN
                         Now stay here, and keep out of 
                         trouble.

               OBI-WAN closes the door. JAR JAR looks around and sees a 
               long row of five short, dome-topped ASTRO DROIDS (R-2 units). 
               The all look alike, except for thier paint color, and they 
               all seem to be shut down.

                                     JAR JAR
                         Ello, boyos.
                              (no response)
                         Disa wanna longo trip...hey?

               JAR JAR taps a bright red R-2 UNIT on the head, and its head 
               pops up a bit.  He lets out a gasp as he lifts the head.

                                     JAR JAR
                         Tis opens?...Oooops! 

               Many springs and things come flying out.

               JAR JAR quickly closes it again, very embarrassed.

                                     JAR JAR
                         Yoi! Just yoken!

               EXT. SPACE BATTLE

               The Naboo Spacecraft, surrounded by explosions, head even 
               closer to the massive Federation battle ships.

               INT.NABOO SPACECRAFT - COCKPIT

                                     RIC OLIE
                         There's the blockade, hang on.

               Alarm sounds fill the Cockpit as Obi-Wan enters.

                                     RIC OLIE
                         The shield generator's been hit. Our 
                         deflector shields can't withstand 
                         this. Power down... Hopefully the 
                         repair droids can fix it.

               INT. NABOO SPACECRAFT - DROID HOLD

               The lights go on, and all the Droids are activated. Droids 
               rush to an exterior air lock, except for the red one, who 
               runs into a wall. JAR JAR holds on for dear life.

               One Little blue Astro Droid, who is especially dedicated, 
               lets out a loud screech as he passes JAR JAR, causing the 
               Gungan to jump.

               The little Droid enters an air lock and is ejected onto the 
               exterior of the ship.

                                     CAPT. PANAKA
                         Stay on course!

                                     QUI-GON
                         Do you have a cloaking device?

                                     CAPT. PANAKA
                         No, this is not a warship, we have 
                         no weapons. We're a non- violent 
                         people, that is why the Federation 
                         was brave enough to attack us.

                                     RIC OLIE
                         We won't make it. The shields are 
                         gone.

               EXT. NABOO SPACECRAFT - FEDERATION BATTLESHIP

               The Droids pop onto the exterior of the Naboo Spacecraft; 
               the ship races across the surface of the massive Federation 
               Battleship, as its guns blast two Astro Droids to pieces.

                                     OBI-WAN
                         We're losing droids fast.

                                     CAPT. PANAKA
                         If they can't get those shield 
                         generators fixed we will be sitting 
                         ducks.

                                     RIC OLIE
                         The shields are gone.

               EXT. NABOO SPACECRAFT - ENGINES

               The Federation Battleship blows away one more Atro Droid. 
               The blue Droid connects some wires, causing sparks to fly.

                                     RIC OLIE
                         Powers back! That little droid did 
                         it. He bypassed the main power drive. 
                         Deflector shield up, at maximum.

               The lone BLUE DROID finishes his repairs and goes back into 
               the ship. The Naboo spacecraft races 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.

               QUI-GON studies a star chart on a monitor.

                                     OBI-WAN
                         Here, Master. Tatooine... It's small, 
                         out of the way, poor... The Trade 
                         Federation has no presence there.

                                     CAPT. PANAKA
                         How can you be sure?

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

                                     CAPT. PANAKA
                         The Hutts??

                                     OBI-WAN
                         It's risky... but there's no 
                         alternative.

                                     CAPT. PANAKA
                         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 an advantage.

               CPATAIN PANAKA takes a deep breath in frustration.

               EXT. SPACE - NABOO SPACECRAFT (FX)

               The Naboo spacecraft races away.

               INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

               NUTE and RUNE sit around a conference table with a hologram 
               of DARTH SIDIOUS.

                                     NUTE
                         We control all the cities in the 
                         North and are searching for any other 
                         settlements...  

                                     DARTH SIDIOUS
                         Destroy all high-ranking officials, 
                         Viceroy... slowly... quietly. And 
                         Queen Amidala, has she signed the 
                         treaty?

                                     NUTE
                         She has disappeared, My Lord. One 
                         Naboo cruiser got pat the blockade.

                                     DARTH SIDIOUS
                         Viceroy, find her! I want that treaty 
                         signed.

                                     NUTE
                         My Lord, it's impossible to locate 
                         the ship. It's out of our range.

                                     DARTH SIDIOUS
                         ...not for a Sith...

               A second SITH LORD appears behind DARTH SIDIOUS.

                                     DARTH SIDIOUS
                         ...Viceroy, this is my apprentice. 
                         Lord Maul. He will find your lost 
                         ship.

                                     NUTE
                         Yes, My Lord. 

               The hologram fades off.

                                     NUTE
                         This is getting out of hand...now 
                         there are two of them.

                                     RUNE
                         We should not have made this bargain. 
                         What will happen when the Jedi become 
                         aware of these Sith Lords?

               INT. NABOO SPACECRAFT - QUEENS CHAMBERS

               QUI-GON, OBI-WAN, Capt. Panaka, and the LITTLE BLUE DROID 
               stand before QUEEN AMIDALA and her THREE HANDMAIDENS, PADME, 
               EIRTAE and RABE.

                                     CAPT. 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. Capt. 
               Panaka leans over and scrapes some dirt off of the side of 
               the DROID and read the number:

                                     CAPT. PANAKA
                         R2-D2, Your Highness.

                                     AMIDALA
                         Thank you, Artoo Detoo. You have 
                         proven to be very loyal... Padme!

               PADME bows before the QUEEN.

                                     AMIDALA
                         Clean this droid up the best you 
                         can. It deserves our gratitude...
                              (to Panaka)
                         Continue, Captain.

               Capt. Panaka looks nervously to OBI-WAN and QUI-GON.

                                     QUI-GON
                         Yor 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.

                                     CAPT. PANAKA
                         Your Highness, Tatooine is very 
                         dangerous.  It's controlled by an 
                         alliance of gangs called the Hutts. 
                         I do not agree with the Jedi on this.

                                     QUI-GON
                         You must trust my judgement, Your 
                         Highness.

               AMIDALA and PADME exchange looks. PADME moves next to the 
               DROID.

               INT. NABOO SPACECRAFT - MAIN AREA

               PADME sits in the Main Area, cleaning R2-D2, the brave little 
               Astra Droid.  JAR JAR pops out of an open door.

                                     JAR JAR
                         Hidoe!

               Both PADME and ARTOO jump and let out a little SCREAM. The 
               Gungan is embarrassed that he frightened them.

                                     JAR JAR
                         Sorry, nomeanen to scare yousa.

                                     PADME
                         That's all right.

                                     JAR JAR
                         I scovered oily back dare. Needen 
                         it?

                                     PADME
                         Thank you. This little guy is quite 
                         a mess.

               JAR JAR hands PADME the oil can.

                                     JAR JAR
                         Mesa Ja Ja Binksss... 

                                     PADME
                         I'm Padme, I attend Her Highness, 
                         You're a Gungan, aren't you? 
                              (Jar Jar nods)
                         How did you end up here with us?

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

               ARTOO BEEPS a sympathetic beep.

               INT. NABOO SPACECRAFT - COCKPIT

               OBI-WAN, QUI-GON, and Capt. Panaka watch over RIC OLIE'S 
               shoulder. A large yellow planet appears directly ahead.  RIC 
               OLIE searches his scopes.

                                     OBI-WAN
                         That's it. Tatooine.

                                     RIC OLIE
                         There's a settlement...a spaceport, 
                         looks like.

                                     QUI-GON
                         Land near the outskirts. We don't 
                         want to attract any attention.

               EXT. TATOOINE - SPACE (FX)

               The ship heads toward the planet of Tatooine.

               EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY (FX)

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

               EXT. NABOO SPACECRAFT - MAIN AREA

               OBI-WAN is hoisting the hyperdrive out of a floor panel. JAR 
               JAR rushes up to him and falls to his knees.

                                     JAR JAR
                         Obi-Wan, sire, pleeese, no mesa go!

                                     OBI-WAN
                         Sorry, Qui-Gon's right. You'll make 
                         things less obvious.

               JAR JAR walks back to ARTOO in the hallway as QUI-GON (dressed 
               as a farmer) enters the main area.

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

               QUI-GON moves closer to OBI-WAN and speaks quietly to him.

                                     QUI-GON
                         Don't let them send ant transmissions. 
                         Be wary... I sense a disturbance in 
                         the Force.

                                     OBI-WAN
                         I fell it also, Master.

               QUI-GON goes into the hallway to meet up with ARTOO and JAR 
               JAR. They head to the exit ramp.

               EXT. TATOOINE - DESERT - SPACESHIP - DAY

               They start their trek across the desert toward the city of 
               Mos Espa.  In the distance, a strange looking caravan makes 
               its way toward the spaceport.

                                     JAR JAR
                         Dis sun doen murder tada skin.

               From the spaceship, Capt. Panaka and PADME run toward them.

                                     CAPT. PANAKA
                         Wait!

               QUI-GON stops as they catch up. PADME is dresses in rough 
               peasant's garb.

                                     CAPT. 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...

                                     CAPT. PANAKA
                         The Queen wishes it. She is curious 
                         about this planet.

                                     PADME
                         I've been trained in defense... I 
                         can take care of myself.

                                     CAPT. PANAKA
                         Don't make me go back and tell her 
                         you refuse.

                                     QUI-GON
                         I don't have time to argue. But this 
                         is not a good idea. Stay close to 
                         me.

               He gives PADME a stern look.

               EXT. MOS ESPA - STREET - DAY

               The little GROUP walks down the main street of Mos Espa. 
               They pass dangerous looking citizens of all types. PADME 
               looks around in awe at this exotic enviroment.

                                     QUI-GON
                         ...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. 

               JAR JAR is in a constant state of panic.

               ARTOO whistles along, with perfect confidence.

                                     JAR JAR
                         Dissen berry berry bad. 
                              (steps in ooze)
                         Ooooh...icky...icky...goo.

               EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

               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.

               INT. WATTO'S JUNK SHOP - DAY

               QUI-GON, JAR JAR, PADME, and ARTOO enter the dingy junk shop 
               and are greeted by WATTO, a pudgy blue alien who flies on 
               short little wings like a hummingbird.

                                     WATTO (SUBTITLED)
                         Hi chuba da naga? 
                         (What do you want?)

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

                                     WATTO
                         Ah yes, ah yes. Nubian. We have lots 
                         of that. What kinda junk?  
                              (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, ANAKIN SKYWALKER, runs in from the junk 
               yard.  He is about nine years old, very dirty, and dressed 
               in rags. WATTO raises a hand, and ANAKIN flinches.

                                     WATTO (SUBTITLED)
                         Coona tee-tocky malia?
                         (What took you so long?)
                          

                                     ANAKIN (SUBTITLED)
                         Mel tassa cho-passa...
                         (I was cleaning the bin like you...)

                                     ANAKIN (SUBTITLED)
                          

                                     WATTO (SUBTITLED)
                         Chut-Chut! Ganda doe wallya. 
                         (Never mind! Watch the store) 
                         Me dwana no bata. 
                         (I've got some selling to do here.) 
                              (to Gui-Gon)
                         Soooo, let me take- a thee out back. 
                         Ni you'll find what you need.

               ARTOO and QUI-GON follow WATTO toward the junk yard, leaving 
               JAR JAR with PADME and the young boy ANAKIN. JAR JAR picks 
               up a gizmo, trying to figure out its purpose. 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.

               ANAKIN sits on the counter, pretending to clean a part, 
               staring at PADME.

               She is the most beautiful creaure he has ever seen in his 
               life. PADME is a little embarrassed by his stare, but she 
               musters up an amused smile.

               Finally, he gets the courage to speak.

                                     ANAKIN
                         Are you an angel?

                                     PADME
                         What?

                                     ANAKIN
                         An angel.  I've heard the deep space 
                         pilots talk about them. They live on 
                         the Moons of Iego I thimk. They are 
                         the most beautiful creatures in the 
                         universe.  They are good and kind, 
                         and so pretty they make even the 
                         most hardened spice pirate cry.

               PADME looks at him, not knowing what to say. PADME : I've 
               never heard of angels.

                                     ANAKIN
                         You must be one...maybe you just 
                         don't know it.

                                     PADME
                         You're a funny little boy. How do 
                         you know so much?

                                     ANAKIN
                         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, 
                         who's a lot better master than 
                         Gardulla, I think.

                                     PADME
                         You're... a slave?

               ANAKIN looks at PADME defiantly.

                                     ANAKIN
                         I am a person! My name is Anakin.

                                     PADME
                         I'm sorry. I don't fully understand. 
                              (looking around)
                         This is a strange world to me.

               ANAKIN studies her intently.

                                     ANAKIN
                         You are a strange girl to me.

               JAR JAR pushes the nose on what appears to be a LITTLE DROID, 
               and it instantly comes to life, grows legs and arms, and 
               starts marching around, knocking over everything. JAR JAR 
               hold on 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. ANAKIN watches PADME 
               straighten her hair.

               EXT. WATTO'S JUNK YARD - BEHIND SHOP - DAY

               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...Sying 
                         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. 
                              (raising his hand))
                         But credits will do fine.

                                     WATTO
                         No they won'ta. 

               QUI-GON, using his mind power, waves his hand again.

                                     QUI-GON
                         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 Toydarian. 
                         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.

               INT. WATTO'S JUNK SHOP - DAY

               JAR JAR pulls a part out of a stack of parts to inspect it, 
               and they all come tumblimg down. He struggles to catch them, 
               only to knock more down.

               ANAKIN and PADME are oblivious.

                                     ANAKIN
                         ...wouldn't have lasted long if I 
                         weren't so good at fixing things. 
                         I'm making my own droid...

               QUI-GON hurries into the shop, followed by ARTOO. 

                                     QUI-GON
                         We're leaving.

               JAR JAR follows QUI-GON. PADME gives ANAKIN a loving look.

                                     PADME
                         I'm glad I met you, ...ah...

                                     ANAKIN
                         ...Anakin.

                                     PADME
                         Anakin.

                                     ANAKIN
                         Anakin Skywalker.

                                     PADME
                         Padme Naberrie.

               PADME turns, and ANAKIN looks sad as he watches her leave.

                                     ANAKIN
                         I'm glad I met you too.

               WATTO enters the junk yard, shaking his head.

                                     WATTO (SUBTITLED)
                         Ootmians! Tinka me chasa hopoe ma 
                         booty na nolia.
                         (Outlanders! They think because we 
                         live so far from the center, we don't 
                         know nothing.)

                                     ANAKIN (SUBTITLED)
                         La lova num botaffa. 
                         (They seemed nice to me.) 

                                     WATTO (SUBTITLED)
                         Fweepa niaga. Tolpa da bunky dunko. 
                         (Clean the racks, then you can go 
                         home.)

               ANAKIN lets out a "yipee" and runs out the back.

               EXT. MOS ESPA - STREET - ALCOVE - DAY

               QUI-GON, ARTOO, 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 com-
               link, while JAR JAR nervously watches the street. OBI-WAN is 
               in the main hold of the Naboo craft.

                                     QUI-GON
                         ...Obi-Wan, you're sure there isn't 
                         anything of value left on board?

                                     OBI-WAN (V.O.)
                         A few containers of supplies, the 
                         Queen's wardrobe, maybe. Not enough 
                         for you to barter with. Not in the 
                         ammounts you're talking about.

                                     QUI-GON
                         All right. Another solution will 
                         present itself. I'll check back.

               QUI-GON puts his comlink away and starts out into the main 
               street. JAR JAR grabs his arm.

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

                                     QUI-GON
                         Not likely. We have nothing of value, 
                         that's our problem.

               EXT. MOS ESPA - STREET - MARKET - DAY

               QUI-GON, PADME, JAR JAR, and ARTOO move out into the street. 
               JAR JAR is walking behind the others. They walk by an outdoor 
               cafe filled with a rough gang of aliens, one of which is 
               especially ugly, SEBULBA, a spider-like creature. JAR JAR 
               stops for a moment in front of a stall selling dead frogs 
               hanging on a wire. He looks around to see if anyone is 
               looknig, then sticks out his tongue, and gets hold of one, 
               pulling it into his mouth.

               Unfortunately, the frog is tied tightly to the wire. The 
               vendor suddenly appears.

                                     VENDOR
                         Hey, that will be seven truguts!!

               JAR JAR opens his mouth in surprise, and the frog snaps away, 
               ricochets around the market, and lands in Sebulba's soup, 
               splashing him. As JAR JAR moves away from the VENDOR, SEBULBA 
               jumps up on the table and grabs the hapless Gungan.

                                     SEBULBA (SUBTITLED)
                         Chuba!! 
                         (You!!) 

                                     JAR JAR
                         Who, mesa?? 

                                     SEBULBA (SUBTITLED)
                         Ni chuba na?? 
                         (Is this yours??)

               SEBULBA holds the frog up to the Gungan threateningly. SEVERAL 
               OTHER CREATURES start to gather. SEBULBA shoves JAR JAR to 
               the ground. The Gungan desperately tries to scramble to 
               safety.

                                     JAR JAR
                              (to himself)
                         Why mesa always da one??

                                     ANAKIN (O.S.)
                         Because you're afraid.

               JAR JAR turns to see ANAKIN pushing his way next to him. The 
               boy stands up to SEBULBA in a very self-assured way.

                                     ANAKIN (SUBTITLED)
                         Chess ko, Sebulba...Coo wolpa tooney 
                         rana.
                         (Careful, Sebulba...This one's very 
                         connected.)
                          

               SEBULBA stops his assault on JAR JAR and turns to ANAKIN.

                                     SEBULBA (SUBTITLED)
                         Tooney rana nu pratta dunko, shag. 
                         (Connected?? Whada you mean, slave?)

                                     ANAKIN (SUBTITLED)
                         Oh da Hutt...cha porko ootman 
                         geesa...me teesa rodda co pana pee 
                         choppa chawa.
                         (As in Hutt...big time outlander, 
                         this one... I'd hate to see you diced 
                         before we race again.)
                          

                                     SEBULBA (SUBTITLED)
                         Neek me chowa, wermo, mo killee ma 
                         klounkee
                         (Next time we race, wermo, 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 turns 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 ARTOO arrive.

                                     ANAKIN
                         Hi! Your buddy here was about to be 
                         turned into orange goo. He picked a 
                         fight with a Dug. An especially 
                         dangerous Dug called Sebulba.

                                     JAR JAR
                         Nosir, nosir. Mesa hate crunchen. 
                         Dat's da last ting mesa wanten.

                                     QUI-GON
                         Nevertheless, the boy is right... 
                         you were heading for trouble. Thank 
                         you, my young friend.

               PADME looks at ANAKINB and smiles; he smiles back. They start 
               walking down the crowded street.

                                     JAR JAR
                         Mesa doen nutten!

                                     ANAKIN
                         Fear attracts the fearful. He was 
                         trying to overcome his fear by 
                         squashing you... be less afraid.

                                     PADME
                         And that works for you.

                                     ANAKIN
                         To a point. 
                              (he smiles)

               EXT. TATOOINE - DESERT - SPACESHIP - DAY

               OBI-WAN stands in front of the Naboo spacecraft as the wind 
               picks up and begins to whip at his robe. Capt. Panaka exits 
               the ship and joins him.

                                     OBI-WAN
                         This storm's going to slow them down.

                                     CAPT. PANAKA
                         It looks pretty bad. We'd better 
                         seal the ship.

               Capt. Panaka'S comlink sounds off.

                                     CAPT. PANAKA
                         Yes?
                              (listens)
                         We'll be right there.

               EXT. MOS ESPA - STREET - FRUIT STAND - DAY

               ANAKIN and the GROUP stop at a fruit stand run by a jolly, 
               but 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
                         Guess what? I've found that cooling 
                         unit I've been searching for.

               It's pretty beat up, but I'll have it fixed up for you in no 
               time, I promise.

                                     JIRA
                         You're a fine boy, Annie.

                                     ANAKIN
                         I'll take four pallies today. 
                              (to Padme)
                         You'll like these...

               ANAKIN reaches in his pocket and comes up with three coins. 
               He drops one.

               QUI-GON picks it up, revealing for a moment, his lightsabre.

                                     ANAKIN
                         Whoops, I thought I had more... Make 
                         thgat three, I'm not hungry.

               The wind picks up. SHOP OWNERS are starting to close up their 
               shops as JIRA gives them their pallies.

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

                                     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 with me. Hurry!

               The GROUP follows ANAKIN as he rushes down the windy street.

               EXT. MOS ESPA - SLAVE QUARTERS - STREET - SANDSTORM - DAY

               The wind is blowing hard as QUI-GON, JAR JAR, and PADME follow 
               ANAKIN down the street and into a slave hovel.

               INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

               QUI-GON, JAR JAR, ARTOO, and PADME enter a small living space.

                                     ANAKIN
                         Mom! Mom! I'm home.

                                     JAR JAR
                         Dissen cozy.

               Anakin's mother, SHMI SKYWALKER, a warm, friendly woman of 
               forty, enters from her work area and is startled to see the 
               room full of people.

                                     SHMI
                         Oh, my!! Annie, what's this?

                                     ANAKIN
                         These are my friends, Mom. This is 
                         Padme, and...gee, I don't know any 
                         of your names.

                                     QUI-GON
                         I'm Qui-Gon Jinn, and this is Jar 
                         Jar Binks. ARTOO lets out a little 
                         beep.

                                     PADME
                         ...and our droid, Artoo-Detoo.

                                     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.  

                                     ANAKIN
                         Come on! Let me show you Threepio!

               ANAKIN leads PADME into the other room. ARTOO follows, beeping 
               all the way.

               QUI-GON takes five small capsules from his utility belt and 
               hands them to SHMI.

                                     QUI-GON
                         I have enough food for a meal.

                                     SHMI
                         Oh, thank you. Thank you so much. 
                         I'm sorry if I was abrupt. I'll never 
                         get used to Anakin's surprises.

                                     QUI-GON
                         He's a very special boy. 

               SHMI looks at him as if he's discovered a secret.

                                     SHMI
                         Yes, I know.

               INT. ANAKIN'S HOVEL - BEDROOM - DAY

               ANAKIN shows off his ANDROID, 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!

                                     ANAKIN
                         You reall like him? He's a protocol 
                         droid...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.

                                     THREEPIO
                         How do you do, I am See-Threepio, 
                         Human Cyborg Relations. How might I 
                         serve you?

                                     PADME
                         He's perfect.

                                     ANAKIN
                         When the storm is over, you can see 
                         my racer. I'm building a Podracer!

               PADME smiles at his enthusiasm. ARTOO lets out a flurry of 
               beeps and whistles.

                                     THREEPIO
                         I beg your pardon... what do you 
                         mean I'm naked?

               ARTOO BEEPS

                                     THREEPIO
                         My parts are showing? Oh, my goodness. 
                         How embarrassing!

               INT. NABOO SPACECRAFT - QUEENS CHAMBERS

               AMIDALA, EIRTAE, RABE, and OBI-WAN watch a very bad 
               transmission of a SIO BIBBLE hologram.

                                     BIBBLE
                         ...cut off all food supplies until 
                         you return... the death toll is 
                         catastrophic... we must bow to their 
                         wishes, Your Highness...Please tell 
                         us what to do! If you can hear us, 
                         Your Highness, you must contact me...

               AMIDALA looks upset...almost nervous.

                                     OBI-WAN
                         It's a trick. Send no reply... Send 
                         no transmission of any kind.

               INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

               QUI-GON listens to his comlink. OBI-WAN is in the cockpit.

                                     OBI-WAN
                         ...the Queen is upset... but absolutly 
                         no reply was sent.

                                     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
                         Either way, we're running out of 
                         time.

               EXT. CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT

               DARTH SIDIOUS and DARTH MAUL look out over the vast city.

                                     DARTH MAUL
                         Tatooine is sparsely populated. If 
                         the trace was correct, I will find 
                         them quickly, Master.  

                                     DARTH SIDIOUS
                         Move against the Jedi first... you 
                         will then have no difficulty taking 
                         the Queen back to Naboo, where she 
                         will sign the treaty.

                                     DARTH MAUL
                         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. It is too late for them to 
                         stop us now. Everything is going as 
                         planned. The Republic will soon be 
                         in my command.

               The hologram of DARTH MAUL fades off as DARTH SIDIOUS looks 
               out over the city. 

               EXT. MOS ESPA - SANDSTORM - DAY

               The giant sandstorm engulfs the town, including the Naboo 
               spaceship on the outskirts of the city center, where Watto's 
               ship is; and the slave quarters, where drifts of sand begin 
               building up against Anakin's house.

               INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

               QUI-GON, ANAKIN, SHMI, JAR JAR, and PADME are seated around 
               a makeshift table, having dinner as the wind howls outside.

               JAR JAR slurps his soup rather loudly. Everyone looks at 
               him. He turns a little brighter red.

                                     SHMI
                         All slaves have transmitters placed 
                         inside their bodies somewhere.

                                     ANAKIN
                         I've been working on a scanner to 
                         try and locate them, but no luck.

                                     SHMI
                         Any attempt to escape...

                                     ANAKIN
                         ...and they blow you up...poof!

               PADME and JAR JAR are horrified.

                                     JAR JAR
                         How wude.

                                     PADME
                         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.

               An awkward silence. ANAKIN attempts to end the embarrassment.

                                     ANAKIN
                         Have you ever seen a Podrace?

               PADME shakes her head no. She notices the concern of SHMI. 
               JAR JAR snatches some food from a bowl at the other end of 
               the table with his tongue.

               QUI-GON gives him a dirty look.

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

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

               SHMI looks at her son.

                                     ANAKIN
                         Mom, what? I'm not bragging. It's 
                         true. Watto says he's never heard of 
                         a human doing it. 

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

               ANAKIN smiles. JAR JAR attempts to snare another bit of food 
               from the bowl with his tongue, but QUI-GON, in a flash, grabs 
               it between his thumb and forefinger. JAR JAR is startled.

                                     QUI-GON
                         Don't do that again.

               JAR JAR tries to acknowledge with some silly mumbling. QUI-
               GON lets go of the tongue, and it snaps back into JAR JAR's 
               mouth.

                                     ANAKIN
                         I... I was wondering... something...

                                     QUI-GON
                         What?

                                     ANAKIN
                         Well, ahhh... you're a Jedi Knight, 
                         aren't you?

                                     QUI-GON
                         What makes you think that?

                                     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 Knight.

                                     QUI-GON
                         I wish that were so...

                                     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 thinks for a moment.

                                     QUI-GON
                         I can see there's no fooling you...
                              (leans forward)
                         You mustn't let anyone know about 
                         us... we're on our way to Coruscant, 
                         the central system in the Republic, 
                         on a very important mission, and it 
                         must be kept secret.

                                     ANAKIN
                         Coruscant... wow... 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
                         I believe you can, but our first job 
                         is to aquire the parts we need...

                                     JAR JAR
                         Wit no-nutten mula to trade.

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

                                     SHMI
                         Gambling. Everything here revolves 
                         around betting on those awful races.

                                     QUI-GON
                         Podracing... Greed can be a powerful 
                         ally.. if it's used properly.

                                     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. It's all but finished...

                                     SHMI
                         Anakin, settle down. Watto won't let 
                         you...

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

               QUI-GON looks to SHMI. She is upset.

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

                                     ANAKIN
                         But Mom, I love it... and they need 
                         help... they're in trouble. The prize 
                         money would more than pay for the 
                         parts they need. 

                                     JAR JAR
                         Wesa ina pitty bad goo. 

                                     GUI-GON
                         Your mother's right. Is there anyone 
                         friendly to the Republic who might 
                         be able to help us?

               SHMI shakes her head no.

                                     ANAKIN
                         We have to help them, Mom...you said 
                         that the biggest problem in the 
                         universe is no one helps each other...

                                     SHMI
                         Anakin, don't...

               JAR JAR belches. There is silence for a moment as they eat.

                                     PADME
                         I'm sure Qui-Gon doesn't want to put 
                         your son in danger. We will find 
                         another way...

                                     SHMI
                         No, Annie's right, there is no other 
                         way... I may not like it, but he can 
                         help you... he was meant to help 
                         you.

                                     ANAKIN
                         Is that a yes? That is a yes!

               The storm continues to rage outside the slave hovel.

               EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

               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 parts shop, watching all the activity 
               with growing nervousness. ARTOO is standing next to him. 
               PADME stops QUI-GON 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
                         Well, I don't approve.

               QUI-GON turns and starts into the shop.

               INT. WATTO'S JUNK SHOP - DAY

               WATTO and ANAKIN are in the middle of an animated discussion 
               in Huttese.

                                     WATTO
                         Patta go bolla!

                                     ANAKIN
                         No batta!

                                     WATTO
                         Pedunky. Maa kee cheelya.

                                     ANAKIN
                         Bayno, Bayno!

               QUI-GON walks in, and WATTO and ANAKIN join him.

                                     WATTO
                         The boy tells me you wanta sponser 
                         hi insa race. You can't afford parts. 
                         How can you do this? Not on Republic 
                         credits, I think. 
                              (he laughs)

                                     QUI-GON
                         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... a Nubian.  

                                     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 time to fix it.

               ANAKIN is embarrassed and steps forward.

                                     ANAKIN
                         Ahhhh....it wasn't my fault really... 
                         Sebulba flashed me with his vent 
                         ports. 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 chance. "The fastest ever built."

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

                                     QUI-GON
                         Fifty-fifty!?! If it's going to be 
                         fifty-fifty, I suggest you front the 
                         cash for the entry. If we win, you 
                         keep all the winnings, minus the 
                         cost of the parts I need... If we 
                         lose, you keep my ship.

               WATTO thinks about this. ANAKIN tries not to be nervous.

                                     QUI-GON
                         Either way, you win.

                                     WATTO (SUBTITLED)
                         Deal! Yo bana pee ho-tah, meedee ya. 
                         (Your friend is a follish one, 
                         methinks.)

               EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY

               OBI-WAN stands outside the Naboo spacecraft, speaking into 
               his comlink.

               QUI-GON 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 (V.O.)
                         A ship without a power supply will 
                         not get us anywhere, and there is 
                         something about this boy...

               EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

               QUI-GON puts the comlink away as SHMI comes onto the porch 
               PADME, ANAKIN, JAR JAR, and ARTOO 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
                         He knows nothing of greed. He has...

                                     QUI-GON
                         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
                         He deserves better than a slave's 
                         life.

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

                                     SHMI
                         There was no father, that I know 
                         of... I carried him, I gave him 
                         birth... I can't explain what 
                         happened. Can you help him?

                                     QUI-GON
                         I'm afraid not. Had he been born in 
                         the Republic, we would have identified 
                         him early, and he would have become 
                         Jedi, no doubt...he has the way.  
                         But it's too late for him now, he's 
                         too old.

               EXT. MOS ESPA - SLAVE QUARTERS - BACK YARD - DAY

               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, ARTOO, and PADME securing 
               some wiring.

                                     ANAKIN
                         Padme and Jar Jar, this is my friend 
                         Kitster, and Seek, Amee, and Wald.

               All whistle, hoot, and speak a greeting.

                                     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 joke, Annie.)

                                     AMEE
                         You've been working on that thing 
                         for years. It's never going to run.

                                     SEEK
                         Come on, let's go play ball. Keep it 
                         up, Annie, and you're gonna be bug 
                         squash.

               SEEK, WALD, and AMEE take off, laughing. JAR JAR is fiddling 
               with one of the energy binder plates.

                                     ANAKIN
                         Hey! Jar Jar! Stay away from those 
                         energy binders...

                                     JAR JAR
                         Who, mesa?

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

               JAR JAR peeks at the energy plate; it makes a little 
               electronic pop, zaps him in the mouth and jumps back. JAR 
               JAR tries to say something, but his mouth is numb and his