Star Wars: Episode II - Attack of the Clones (2002) - full transcript

Ten years after the invasion of Naboo, the Galactic Republic is facing a Separatist movement and the former queen and now Senator Padmé Amidala travels to Coruscant to vote on a project to create an army to help the Jedi to protect the Republic. Upon arrival, she escapes from an attempt to kill her, and Obi-Wan Kenobi and his Padawan Anakin Skywalker are assigned to protect her. They chase the shape-shifter Zam Wessell but she is killed by a poisoned dart before revealing who hired her. The Jedi Council assigns Obi-Wan Kenobi to discover who has tried to kill Amidala and Anakin to protect her in Naboo. Obi-Wan discovers that the dart is from the planet Kamino, and he heads to the remote planet. He finds an army of clones that has been under production for years for the Republic and that the bounty hunter Jango Fett was the matrix for the clones. Meanwhile Anakin and Amidala fall in love with each other, and he has nightmarish visions of his mother. They travel to his home planet, Tatooine, to see his mother, and he discovers that she has been abducted by Tusken Raiders. Anakin finds his mother dying, and he kills all the Tusken tribe, including the women and children. Obi-Wan follows Jango Fett to the planet Geonosis where he discovers who is behind the Separatist movement. He transmits his discoveries to Anakin since he cannot reach the Jedi Council. Who is the leader of the Separatist movement? Will Anakin receive Obi-Wan's message? And will the secret love between Anakin and Amidala succeed?

(FOX FANFARE)

(THEME MUSIC PLAYING)

Senator, we're making
our final approach into Coruscant.

Very good, Lieutenant.

(R2-D2 BEEPING EXCITEDLY)

(SIGHS)

We made it.

TYPHO: I guess I was wrong.

There was no danger at all.

(SHIP EXPLODING)

(SCREAMS)



(PANTING RAPIDLY) Corde.

Milady.

I'm so sorry.

I failed you, Senator.

No.

Milady, you're still in
danger here.

I should've come back.

This vote is very important.

You did your duty.

Corde did hers.
Now, come.

Senator Amidala, please.

(DRAMATIC MUSIC PLAYING)

PALPATINE: I don't
know how much longer...

I can hold off the
vote, my friends.



More and more star systems...

are joining the separatists.

WINDU: If they do break away.

PAPATINE: I will not
let this Republic...

that has stood for a thousand...

years be split in two.

My negotiations...

will not fail.

WINDU: If they do...

You must realize
there aren't enough...

Jedi to protect the Republic.

We're keepers of the
peace, not soldiers.

PALPATINE: Master Yoda.

Do you think it will
really come to war?

YODA: Hmm, the dark side...

clouds everything.

Impossible to see...

the future is.

(SPEAKING ALIEN DIALECT)

PALPATINE: Good.

Send them in.

PALPATINE: We will discuss
this matter later.

Senator Amidala.

Your tragedy on the...

landing platform terrible.

Seeing you alive...

brings warm feelings...

to my heart.

Do you have any idea
who was behind this attack?

Our intelligence points
to disgruntled...

spice miners on the
moons of Naboo.

I think that Count
Dooku was behind it.

He is a political idealist,

not a murderer.

You know, milady, Count
Dooku was once a Jedi.

He couldn't
assassinate anyone.

It's not in his character.

YODA: Hmm.

But for certain, Senator,

in grave danger...

you are.

PALPATINE: Master Jedi.

May I suggest the senator...

be placed under the...

protection of your graces.

Do you really think
that's a wise decision...

under these stressful times?

Chancellor, if I may comment,
I do not be-

PALPATINE: The situation
is that serious?

No, but I do, Senator.

PALPATINE: I realize
all too well

that additional security...

might be disruptive for you,

but...

perhaps someone
you're familiar with.

An old friend, like...

Master Kenobi.

WINDU: That's possible.

He's just returned from a...

border dispute on Ansion.

Do it for me, milady. Please?

The thought of losing you...

is unbearable.

I will have Obi-Wan report...

to you immediately, milady.

PADME: Thank you, Master Windu.

(DRAMATIC MUSIC PLAYING)

(ELEVATOR WHIRRING)

OBI-WAN: You seem
a little on edge.

ANAKIN: Not at all.

I haven't felt you
this tense since...

we fell into that
nest of gundarks.

(SCOFFS SOFTLY)

You fell into that
nightmare, Master.

And I rescued you, remember?

Oh, yes.

(OBI-WAN LAUGHS NERVOUSLY)

(ANAKIN LAUGHS RAPIDLY)

Your sweating. Relax.

Take a deep breath.

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

(JACKET JINGLING)

(ELEVATOR OPENS)

JAR JAR: Obi?

Obi!

Mesa so smilen to seein yousa!

OBI-WAN: Good to see
you again, Jar Jar.

JAR JAR: Senator Padme.

Mesa palos here!

Lookie, lookie, Senator.

Desa Jedi arriven.

It's a great pleasure to
see you again, milady.

It has been far too
long, Master Kenobi.

Ani?

My goodness, you've grown.

So have you.

Grown more beautiful, I mean.

Well, f-for a senator, I mean.

(LAUGHS SOFTLY)

Ani, you'll always be that...

little boy I knew
on Tatooine.

Our presence here will
be invisible, milady,

I can assure you.

I'm Captain Typho of Her
Majesty's security service.

Queen Jamillia has been
informed of your assignment.

I am grateful you are
here, Master Kenobi.

The situation is
more dangerous

than the senator will admit.

PADME: I don't need more security.
I need answers.

I want to know who's
trying to kill me.

We are here to protect
you, Senator,

not to start an
investigation.

We will find out who's
trying to kill you, Padme.

I promise you.

We will not exceed
our mandate

my young Padawan learner.

I meant that in
the interest of

protecting her, Master.
Of course.

We will not go through
this exercise again, Anakin,

and you will pay
attention to my lead.

- Why?
- What?

Why else do you think we were

assigned to her if not
to find the killer?

Protection is a job for...

local security, not Jedi.

It's overkill, Master.

Investigation is implied
in our mandate.

We will do exactly as the...

council has instructed.

And you will learn
your place, young one.

Perhaps with merely
your presence...

the mystery surrounding
this threat will be revealed.

Now, if you'll excuse me.

I will retire.

I know I'll feel better
having you here.

I'll have an officer
stationed on every floor,

and I'll be in the control
center downstairs.

Mesa busten wit happiness...

seein yousa again, Ani.

ANAKIN: She hardly even
recognized me, Jar Jar.

I've thought about
her every day...

since we parted, and...

she's forgotten me completely.

Shesa happy.

Happier den mesa seein...

her in a longo time.

You're focusing on the
negative, Anakin.

Be mindful of your thoughts.

(WHISPERS) She was
pleased to see us.

Now, let's check the security.

(HIP-HOP MUSIC PLAYS)

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

JANGO: We'll have to try something
more subtle this time, Zam.

My client is
getting impatient.

Take these.

Be careful. They're
very poisonous.

And Zam, there can be...

no mistakes this time.

OBI-WAN: Captain
Typho has more...

than enough men downstairs.

No assassin would try that way.

Any activity up here?

ANAKIN: Quiet as a tomb.

I don't like just
waiting here...

for something to
happen to her.

- (BEEPING SOFTLY)
- What's going on?

Ah, she covered the cameras.

I don't think she liked
me watching her.

What is she thinking?

She programmed R2
to warn us if there is an intruder.

OBI-WAN: There are many other
ways to kill a senator.

ANAKIN: I know, but
we also want to...

catch this assassin,
don't we, Master?

You're using her as bait.

It was her idea.

Don't worry. No harm
will come to her.

I can sense everything
going on in that room.

Trust me.

It's too risky.

Besides, your senses
aren't that...

attuned, my young apprentice.

And yours are?

Possibly.

You look tired.

I don't sleep well anymore.

Because of your mother?

I don't know why I keep
dreaming about her.

Dreams pass in time.

I'd much rather
dream about Padme.

Just being around
her again is...

intoxicating.

Be mindful of your
thoughts, Anakin.

They betray you.

You've made a commitment
to the Jedi order,

a commitment not
easily broken.

And don't forget,
she's a politician,

and they're not
to be trusted.

ANAKIN: She's not like the...

others in the senate, Master.

OBI-WAN: It is my
experience that senators...

focus only on pleasing those...

who fund their campaigns,

and they're in no
means scared of...

forgetting the niceties
of democracy...

in order to get those funds.

ANAKIN: Not another lecture.

At least not on the...

economics of politics.

(DROID WHIRRING)

(HATCH OPENS)

(R2-D2 BEEPING NERVOUSLY)

(BEEPING CONTINUES)

ANAKIN: And besides,
you're generalizing.

The chancellor doesn't
appear to be corrupt.

Palpatine is a politician.

OBI-WAN: I have observed
that he is very clever...

in following the passions...

and the prejudices
of the senators.

I think he's a good man. My-

I sense it too.

(LIGHTSABER ACTIVATING)

(GASPS)

- (WHIRRING)
- (THRILLING MUSIC PLAYS)

(LIGHTSABER DEACTIVATING)

(WINDOW GLASS BREAKS)

Stay here.

Are you all right, milady?

(WHIRRING RAPIDLY)

(EXCLAIMS)

(MOTOR STARTS)

(SPEEDER ACCLERATES)

(SHIP ROARING LOUDLY)

(HONKING RAPIDLY)

What the?!

(CURSING IN ALIEN DIALECT)

Jedi poo doo.

(SPEEDER RUNNING RAPIDLY)

(BEEPING RAPIDLY)

(DROID WINDING DOWN)

(EXCLAIMS)

(DRAMATIC MUSIC PLAYING)

(ENGINE ROARING LOUDLY)

What took you so long?

Oh, you know, Master.

I couldn't find a speeder
that I really liked,

- There he is.
- With the open cockpit...

and the right speed capabilities.

If you spent as much time...

practicing your
saber techniques

as you do your wit,
you would rival...

Master Yoda as a swordsman.

I thought I already did.

Only in your mind,

my very young apprentice.

Pull up, Anakin!

- Pull up!
- (ANAKIN LAUGHS EXCITEDLY)

(GRUNTS)

You know I don't like it
when you do that.

Sorry, Master.

I forgot you don't
like flying.

I don't mind flying, but what

you're doing is suicide!

- (BLASTER FIRES)
- (FORCE FIELD BUZZES)

- (ELECTRITY CRACKLES)
- Anakin!

How many times
have I told you! (GROANS)

- (ANAKIN GROANING)
- Stay away from power couplings!

(CRACKLING CONTINUES)

Whoa, that was good.

Where are you going?

He went that way.

(SIGHS) Master, if
we keep this...

chase going any longer,

that creep is gonna
end up deep-fried,

and, personally, I'd very
much like to find out...

who he is and who
he's working for.

This is a shortcut...

I think.

(THRILLING MUSIC PLAYS)

Well, you've lost him.

I'm deeply sorry, Master.

That was some shortcut, Anakin.

He went completely
the other way.

- Once again you've proved-
- If you'll excuse me.

I hate it when he does that.

(ANAKIN GRUNTS)

(GRUNTING)

- (ENGINES ROARING)
- (ANAKIN GROANS)

(BLASTER FIRING)

(GRUNTS)

(GRUNTING HEAVILY)

(SPEEDER ACCLERATING LOUDLY)

(LIGHTSABER ACTIVATING)

(BLASTER FIRING)

(WHOOSHING)

(ZAM GROANS)

(BLASTER FIRES)

(SPEEDER EXPLODING)

- (THUMPING)
- (ZAM GROANS)

(FIRE CRACKLING)

(PEOPLE CLAMORING
INDISTINCTLY)

(ZAM GROANING)

(ANAKIN SCREAMING)

- (GROANS)
- (CLATTERS)

(ZAM GROANING)

(ONLOOKERS CLAMORING
INDISTINCTLY)

OBI-WAN: Anakin!

She went into the club, Master.

Patience.

Use the Force. Think.

- Sorry, Master.
- He went in there to hide, not to run.

Yes, Master.

Next time, try
not to lose it.

Yes, Master.

This weapon is your life.

I try, Master.

Why do I get the feeling you're
going to be the death of me?

Don't say that, Master.

You're the closest thing
I have to a father.

Then why don't you
listen to me?

I am trying.

(ALL CLAMORING INDISTINCTLY)

Can you see him?

I think he is a she.

And I think she
is a changeling.

In that case, be extra careful.

Go and find her.

Where are you going, Master?

For a drink.

Thank you.

You wanna buy some
death sticks?

You don't want to
sell me death sticks.

I don't want to
sell you death sticks.

You want to go home
and rethink your life.

I want to go home
and rethink my life.

(SHOUTING IN ALIEN DIALECT)

(LAUGHING, CHEERING)

(CHEERING CONTINUES)

(BLASTER COCKS)

(ZAM SCREAMING)

(CITZENS CLAMORING
INDISTINCTLY)

(GROANS)

(GRUNTS)

Easy.

Jedi business, Go
back to your drinks.

(GROANS)

Do you know who It was you
we're trying to kill?

(GROANS)

It was a senator from Naboo.

And who hired you?

It was just a job.

Who hired you? Tell us.

Tell us now!

It was a bounty
hunter called-

(GAGGING)

(ROCKETS BLOWING LOUDLY)

Wee shahnit...

sleemo.

Toxic dart.

YODA: Track down
this bounty hunter...

you must, Obi-Wan.

Most importantly,

find out who he's
working for.

What about Senator Amidala?

She will still need protecting.

Handle that your Padawan will.

Anakin.

Escort the senator back to
her home planet of Naboo.

She'll be safer there.

And don't use
registered transport.

Travel as refugees.

As the leader of
the opposition,

it will be very difficult...

to get Senator Amidala
to leave the capital.

Until caught...

this killer is our judgment...

she must respect. Hmm.

WINDU: Anakin, go to the senate...

and ask Chancellor Palpatine

to speak with her
about this matter.

PALPATINE: I will
talk with her.

Senator Amidala will not...

refuse an executive order.

I know her well enough
to assure you of that.

Thank you, Your Excellency.

And so, they've finally...

given you an assignment.

Your patience has paid off.

Your guidance more
than my patience.

You don't need guidance, Anakin.

In time, you will learn...

to trust your feelings.

Then, you will be invisible.

I have said it many times.

You are the most gifted...

Jedi I have ever met.

Thank you, Your Excellency.

I see you becoming
the greatest

of all the Jedi, Anakin,

even more powerful...

than Master Yoda.

OBI-WAN: I am concerned
for my Padawan.

He is not ready to be given...

this assignment
on his own yet.

YODA: The council
is confident...

in its decision, Obi-Wan.

WINDU: The boy has
exceptional skills.

But he still has much
to learn, Master.

His abilities have
made him, well,

arrogant.

YODA: Yes! Yes.

A flaw more and
more common...

among Jedi.

Hmm.

Too sure of themselves they are.

Even the older,

more experienced ones.

Remember, Obi-Wan.

if the prophecy is true,

your apprentice is the

only one who can
bring the Force...

back into balance.

(MUSIC PLAYS)

PADME: I'm taking an
extended leave of absence.

It will be your
responsibility...

to take my place
in the senate.

- Representative Binks?
- Hmm?

I know I can count on you.

Mesa honored to be taking...

on dissa heavy burden.

Mesa accept this with muy,

muy humility and, uh-

Jar Jar!

I don't wish to hold you up.

I'm sure you have a
great deal to do.

Of course,

Milady.

I do not like this
idea of hiding.

ANAKIN: Don't worry.

Now that the council has
ordered an investigation,

it won't take Master
Obi-Wan long...

to find this bounty hunter.

I haven't worked
for a year to...

defeat the Military
Creation Act...

to not be here when
its fate is decided.

Sometimes we must
let go of our pride...

and do what is
requested of us.

PADME: Anakin.

You've grown up.

Master Obi-Wan manages
not to see it.

Don't get me wrong.

Obi-Wan is a great mentor.

As wise as Master Yoda and...

as powerful as Master Windu.

I am truly thankful
to be his apprentice.

And someways,

a lot of ways.

I really ahead of him.

I'm ready for the trials.

But he feels that I'm
too unpredictable.

ANAKIN: He won't let me move on.

- That must be frustrating.
- It's worse!

He's overly critical.

He never listens.

(STAMMERS) He
doesn't understand.

It's not fair!

All mentors have a way of...

seeing more of our faults
than we would like.

It's the only way we grow.

(SIGHS) I know.

Anakin.

Don't try to grow up too fast.

But I am grown up.

You said it yourself.

Please don't look
a me like that.

Why not?

It makes me feel uncomfortable.

Sorry, Milady.

(DRAMATIC MUSIC PLAYING)

- Be safe, Milady.
- Thank you, Captain.

Take good care of Dorme.

The threat's on you two now.

He'll be safe with me.

You'll be fine.

It's not me, milady.

I worry about you.

What if they realize
you've left the capital?

Well, then my Jedi protector...

will have to prove
how good he is.

Anakin.

Don't do anything
without first...

consulting either
myself or the council.

Yes, Master.

I'll get to the
bottom of this...

plot quickly, Milady.

You'll be back here in no time.

I'll be most grateful for...

your speed, Master Jedi.

- It's time to go.
- I know.

OBI-WAN: Anakin, May the
Force be with you.

ANAKIN: May the Force
be with you, Master.

Suddenly I'm afraid.

This is my first assignment...

on my own. I am too.

Don't worry, we have R2 with us.

- (LAUGHING NERVOUSLY)
- (R2-D2 BEEPING)

I do hope he doesn't
try anything foolish.

I'd be more concerned
about her...

doing something than him.

(THRILLING MUSIC PLAYING)

Someone to see ya, honey!

Jedi, by the looks of him.

DEX: Obi-Wan!

Hello, Dex.

Take a seat. I'll
be right with ya.

You wanna cup of jawa juice?

Oh, yes. Thank you.

DEX: Hey...

old buddy!

(BOTH LAUGHING HAPPILY)

Oh! (COUGHS SOFTLY)

So, my friend,

what can I do for ya?

You can tell me what this is.

Wow.

whattaya know!

I ain't seen one
of these since...

I was prospectin'
on Subterrel.

Beyond the outer rim.

Can you tell me
where it came from?

- Thank you.
- DEX: This baby belongs...

to them cloners.

What you got here is a...

Kamino saberdart.

I wonder why it
didn't show up...

in the analysis archives.

It's these funny little cuts...

on the side that
give it away.

Those analysis droids only...

focus on symbols. Huh!

I should think that you Jedi
would have more respect...

for the difference
between knowledge and...

(LAUGHS SOFTLY) Wisdom.

Well, if droids could think,

there'd be none of us
here, would there?

Kamino. I'm not
familiar with it.

Is it in the Republic?

No, no. It beyond the outer rim.

I'd say about, uh,

12 parsecs...

outside the Rishi Maze.

Should be easy to find,

even for those droids...

in your archives.

(CHUCKLES SOFTLY)

These, uh, Kaminoans

keep to themselves.

They're cloners.

Damn good ones too.

Cloners. Are they friendly?

Oh, depends.

Depends on what, Dex?

On how good your manners are...

and how big your,

pocketbook is.

(LAUGHING RAPIDLY)

Did you call for assistance?

Yes, yes I did.

Are you having a
problem, Master Kenobi?

Yes, um, I'm looking for a...

planetary system
called Kamino.

It doesn't show up
on the archive charts.

Kamino.

It's not a system...

I'm familiar with.

Are you sure you have
the right coordinates?

According to my information,

it should appear in
this quadrant here,

just south of the Rishi Maze.

(COMPUTER BEEPING RAPIDLY)

(SIGHS) I hate to say it,

but it looks like the system...

you're searching for...

doesn't exist.

Impossible.

Perhaps the archives
are incomplete.

If an item does not
appear in our records...

it does not exist.

(DRAMATIC MUSIC PLAYING)

(SHIP WHOOSHING LOUDLY)

Hey, you. No droids.

- (BEEPING NERVOUSLY)
- Get outta here.

(RASPBERRIES)

- (R2-D2 CHIRPING RAPIDLY)
- Thank you, R2.

PADME: Must be difficult,

having sworn your
life to the Jedi,

not being able to
visit the places...

you like or do the
things you like.

Or be with the
people that I love.

Are you allowed to love?

I thought that was
forbidden for a Jedi.

Attachment is forbidden.

Possession is forbidden.

Compassion, which...

I would define as
unconditional love,

is central to a Jedi's life.

So you might say that...

we are encouraged to love.

You've changed so much.

Ah, you haven't
changed a bit.

You're exactly the way
I remember you in my dreams.

YODA: Reach out.

Sense the Force around you.

- (LIGHTSABER CRACKLING)
- Use your feelings, you must.

- (LIGHTSABER DEACTIVATING)
- Younglings!

Younglings!

A visitor we have.

ALL: Hello, Master Obi-Wan.

Hello.

I'm sorry to disturb you, Master.

What help can I be...

Obi-Wan? Hmm?

I'm looking for a planet...

described to me
by an old friend.

I trust him, but the systems...

don't show on the
archive maps.

Hmm.

Lost a planet...

Master Obi-Wan has.

- How embarrassing.
- (GIGGLING EXCITEDLY)

How embarrassing.

Hmm.

Liam, the shades.

YODA: Gather round
the map reader.

Clear your minds...

and find Obi-Wan's...

wayward planet we will.

It ought to be...

here.

But it isn't.

Gravity is pulling
all the stars...

in the area towards
this spot.

Hmm.

Gravity's silhouette remains,

but the star and all the planets,

Disappeared they have.

How can this be?

Hmm?

A thought?

Anyone?

BOY: Master?

Because someone erased it...

from the archive memory.

(YODA LAUGHS SOFTLY)

Truly wonderful the...

mind of a child is.

(CHUCKLING NERVOUSLY)

The Padawan is right.

Go to the center...

of gravity's pull...

and find your planet...

you will.

Hmm. The data...

must have been erased.

But, Master Yoda.

Who could empty information
from the archives?

That's impossible, isn't it?

Dangerous and disturbing...

this puzzle is.

Only a Jedi...

could have erased
those files.

But who and why,

harder to answer.

Meditate on this.

I will. Hmm.

(THRILLING MUSIC PLAYING)

PADME: I wasn't the youngest
queen ever elected,

but now that I
think back on it,

I'm not sure I
was old enough.

I'm not sure I was ready.

ANAKIN: The people you served
thought you did a good job.

I heard they even
tried to amend the...

constitution so you
could stay in office.

I was relieved when my two terms were up.

But when the queen asked
me to serve as senator,

I couldn't refuse her.

I agree with her.

I think the Republic needs you.

I'm glad that you
chose to serve.

PADME: If the senate
votes to create an army,

I'm sure it's going
to push us into a civil war.

BIBBO: It's unthinkable.

There hasn't been a
full-scale war...

since the formation
of the Republic.

Do you see any way
through negotiations...

to bring the separatists
back into the Republic?

Not if they feel threatened.

My guess is they'll turn to
the Trade Federations...

or the Commerce
Guilds for help.

BIBBO: It's outrageous.

but after four trials...

in the Supreme Court,

Nute Gunray is
still the viceroy...

of the Trade Federation.

BIBBO: I fear the senate is

powerless to resolve
this crisis.

We must keep our faith
in the Republic.

The day we stop
believing democracy...

can work is the
day we lose it.

Let's pray that day never comes.

JAMILLIA: In the meantime, we
must consider your own safety.

What is your suggestion,
Master Jedi?

Oh, Anakin's not a Jedi yet.

He's still a Padawan learner.

- But I was thinking...
- Hold on a minute.

Excuse me.

I was thinking I would
stay in the lake country.

There are some
places up there...

that are very isolated.

Excuse me.

I'm in charge of
security here, Milady.

And this is my home.
I know it very well.

That is why we're here.

PADME: I think it would
be wise if you took...

advantage of my knowledge
in this instance.

Sorry, Milady.

JAMILLIA: Perfect. It's settled, then.

(DRAMATIC MUSIC PLAYING)

There it is, R4.

OBI-WAN: Right where
it should be.

Our missing planet, Kamino.

(R4 BEEPING NERVOUSLY)

(ENGINES WINDING DOWN)

(THUNDER RUMBLING LOUDLY)

(DOOR OPENS)

(DOOR CLOSES)

Master Jedi.

The prime minister...

is expecting you.

I'm expected?

Of course.

He is anixous to meet you.

After all these years...

we were beginning to think...

you weren't coming.

Now, please.

This way.

May I present...

Lama Su,

prime minister of Kamino.

And this is Master Jedi...

Obi-Wan Kenobi.

I trust you're going...

to enjoy your stay.

Please.

And now, to buisness.

You will be delighted
to hear...

that we are...

on schedule.

LAMA: 200,000
units are ready,

with a million more
well on the way.

That's good news.

Please tell your Master...

Sifo-Dyas that his order...

will be met on time.

I'm sorry. Master...

Jedi Master Sifo-Dyas...

is still a leading member...

of the Jedi Council,

is he not?

Master Sifo-Dyas was...

killed almost ten years ago.

Oh.

I'm so sorry to hear that.

But I'm sure he would
have been proud of...

the army we've built for him.

The army?

Yes, a clone army.

And I must say,

one of the finest
we've ever created.

Tell me, Prime Minister,

when my master
first contacted...

you about the army,

did— did he say who it was for?

Of course he did.

This army...

is for the Republic.

But you must be anxious...

to inspect the units
for yourself.

That's why I'm here.

(BIRDS CHIRPING FAINTLY)

We used to come here
for school retreat.

We would swim to that
island every day.

I love the water.

PADME: We used to
lie out on the sand...

and let the sun dry us...

and try to guess the names...

of the birds singing.

I don't like sand.

It's coarse and...

rough and irritating and...

it gets everywhere.

Not like here.

Here everything is soft...

and smooth.

(DRAMATIC MUSIC PLAYS)

No.

(SIGHS) I should
have done that.

I'm sorry.

(DRAMATIC MUSIC PLAYS)

Very impressive.

I'd hoped you would be pleased.

LAMA: Clones can think creatively.

You will find that they are

immensely superior to droids.

We take great pride...

in our combat education...

and training programs.

This group was created...

about five years ago.

OBI-WAN: You mentioned
growth acceleration.

LAMA: Oh, yes, it's essential.

Otherwise, a mature
clone would...

take a lifetime to grow.

Now we can do it
in half the time.

OBI-WAN: I see.

LAMA: They are
totally obedient...

taking any order
without question.

We modified their
genetic structure...

to make them less
independent...

than the original host.

And who was the original host?

A bounty hunter called Jango Fett.

And where is this
bounty hunter now?

Oh, we keep him here.

LAMA: Apart from his pay,

which is considerable,

Fett demanded only one thing.

An unaltered clone
for himself.

Curious, isn't it?

"Unaltered"?

LAMA: Pure genetic replication.

No tampering with
the structure...

to make it more docile...

and no growth acceleration.

I should very much
like to meet...

this Jango Fett.

I would be very happy...

to arrange it for you.

(THRILLING MUSIC PLAYING)

(WEAPONS COCKING)

Magnificent...

aren't they?

- PADME: I don't know.
- (CHUCKLES SOFTLY)

ANAKIN: Sure you do. You
just don't want to tell me.

You gonna use one of your
Jedi mind tricks on me?

They only work on
the weak-minded.

All right.

I was 12.

His name was Palo.

We were both in the
Legislative Youth Program.

He was a few years
older than I.

Very cute.

Dark, curly hair.

Dreamy eyes.

All right, I get the picture.

Whatever happened to him?

I went into public service;

he went on to
become an artist.

Maybe he was the smart one.

You really don't like
politicians, do you?

I like two or three,

but I'm not really sure
about one of them.

(BOTH CHUCKLES)

I don't think the system works.

How would you have it work?

We need a system where
the politicians

sit down and discuss
the problem.

Agree what's in the
best interest of all...

the people, and then do it.

That's exactly what we do.

(STAMMERS) The trouble
is that people...

don't always agree.

Well, then they
should be made to.

By whom? Who's
gonna make them?

I don't know.

- Someone.
- You?

Of course not me.

But someone.

Someone wise.

Sounds an awful lot like...

a dictatorship to me.

Well,

if it works.

You're making fun of me.
No.

I'd be much too frightened...

to tease a senator. (LAUGHS)

(DRAMATIC MUSIC PLAYING)

(CREATURE BELLOWING
THUNDEROUSLY)

(ANAKIN EXCLAIMING)

(LAUGHING NERVOUSLY)

(BELLOWING LOUDLY)

Whoa! Whoa! (GROANS)

(ANAKIN GROANING SOFTLY)

PADME: Ani!

Ani, are you all right?

(BOTH LAUGHING)

(LAUGHING CONTINUES)

- (WATER SPLASHING)
- (BELLOWING)

(THUNDER RUMBLING)

(RUMBLING CONTINUES)

(BEEPING)

Boba.

Is your father here?

Yep.

May we see him?

Sure.

BOBA: Dad.

Taun We's here.

(THUNDER RUMBLING)

Jango.

Welcome back.

Was your trip productive?

Fairly.

This is Jedi Master...

Obi-Wan Kenobi.

He's come to check
on our progress.

Your clones are
very impressive.

You must be very proud.

I'm just a simple man
trying to make...

my way in the universe.

Ever made your
way as far into

the interior as Coruscant?

Once or twice.

Recently?

(RUMBLING FAINTLY)

Possibly.

Then you must know
Master Sifo-Dyas.

Uh, Boba, rood eht so-heeck.

Master who?

OBI-WAN: Sifo-Dyas.

Is he not the Jedi who
hired you for this job?

Never heard of him.

Really?

I was recruited by a
man called Tyranus...

on one of the
moons of Bogden.

Curious.

Do you like your army?

I look forward to
seeing them in action.

They'll do their job well.

I'll guarantee that.

Thank you for your time, Jango.

Always a preasure
to meet a Jedi.

(THUNDER RUMBLING FAINTLY)

What is it, Dad?

Pack your things. We're leaving.

(BIRD CHIRPING FAINTLY)

And when I got to them,

we went into aggressive
negotiations.

- Thank you.
- "Aggressive negotiations"? What's that?

Uh, well,

negotiations with
a lightsaber.

(LAUGHING) Oh.

(LAUGHING SOFTLY)

If Master Obi-Wan
caught me doing this,

he'd be very grumpy.

(LAUGHS, CRUNCHES)

From the moment I met you...

all those years ago,

not a day has
gone by when I...

haven't thought of you.

(SIGHS) And now that
I'm with you again,

I'm in agony.

The closer I get to you,

the worse it gets.

The thought of not being with you-

I can't breathe.

I'm haunted by the kiss...

that you should never
have given me.

My heart is beating,

hoping that that kiss

will not become a scar.

You are in my very soul...

tormenting me.

What can I do?

I will do anything
that you ask.

(SIGHS)

If you are suffering as much
as I am, please, tell me.

I can't.

We can't. It's...

just not possible.

Anything is possible, Padme.

Listen to me.

No, you listen!

We live in a real world.

Come back to it.

You're studying to become a Jedi.
(STAMMERS)

I'm a senator.

PADME: If you follow your
thoughts through to conclusion,

It'll take us to a
place we cannot go,

regardless of the way we
feel about each other.

Then you do feel something.

I will not let you give
up your future for me.

You are asking me
to be rational.

That is something I
know I cannot do.

Believe me, I wish
that I could just

wish away my feelings.

But I can't.

I will not give in to this.

Well, you know, it...

wouldn't have to be that way.

We could keep it a secret.

We'd be living a lie,

one we couldn't keep
even if we wanted to.

I couldn't do that.

Could you, Anakin?
Could you live like that?

No.

You're right.

It would destroy us.

(THUNDER RUMBLING)

Tell your council that the...

first battalions are ready.

And remind them,

if they need more troops,

it will take more time

to grow them.

I won't forget, and thank you.

Thank you.

(THUNDER RUMBLING)

R4!

(R4 BEEPING NERVOUSLY)

Scramble code five
to Coruscant,

care of the old folks' home!

(BEEPING CONTINUES)

OBI-WAN: I have
successfully made contact

with the prime
minister of Kamino!

They are using a
bounty hunter named

Jango Fett to create
a clone army!

I have a strong feeling
that this bounty hunter...

is the assassin we
are looking for!

Do you think these
cloners are involved in

the plot to assassinate
Senator Amidala?

No, Master! There appears
to be no motive!

YODA: Do not assume
anything, Obi-Wan.

Clear your mind must be...

if you are to
discover the real

villains behind this plot.

Yes, Master!

They say Master Sifo-Dyas

placed an order for
a clone army...

at the request
of the senate...

almost ten years ago!

I was under the
impression he...

was killed before that!

Did the council
ever authorize...

the creation of a clone army?

No.

Whoever placed that order
did not have the...

authorization of
the Jedi Council.

Bring him here.

Question him we will.

Yes, Master!

I will report back
when I have him!

Blind we are...

if creation of
this clone army...

we could not see.

(SIGHS)

I think it is time we
informed the senate...

that our ability to use
the Force has diminished.

Only the dark lord of...

the Sith knows
of our weakness.

If informed the senate is...

multiply our
adversaries will.

No.

(SHMI MOANING NERVOUSLY)

- No.
- SHMI: Anakin! Help me!

Mom, no.

Anakin!

- (SHMI SCREAMS)
- Don't.

No.

(PANTING SHAKILY)

ANAKIN: Don't go.

I don't want to disturb you.

Your presence is soothing.

You had another
nightmare last night.

Jedi don't have nightmares.

I heard you.

I saw my mother.

She is suffering, Padme.

I saw her as clearly
as I see you now.

(SIGHING SOFTLY)

She's is in pain.

I know I'm disobeying
my mandate...

to protect you, Senator,

but I have to go.

I have to help her.

I'll go with you.

I'm sorry. I don't
have a choice.

(THUNDER RUMBLING)

(THRILLING MUSIC PLAYING)

Dad, look!

(RUMBLING CONTINUES)

Boba, Get on board!

(LIGHTSABER ACTIVATING)

(WEAPON FIRING)

(LIGHTSABER CRACKLING)

(FIRING CONTINUES)

(LIGHTSABER HUMMING)

(CONTROLS CLICKING)

(OBI-WAN GROANS)

(WEAPON COCKING)

(GROANS)

(LASER FIRING)

(EXCLAIMS)

(JANGO'S JET ROARING LOUDLY)

(JANGO GROANING)

(GRUNTS)

(JANGO GRUNTING)

(OBI-WAN GROANS)

(EXCLAIMS)

(JANGO EXCLAIMS)

(THUNDER RUMBLING)

(SCREAMS, GROANS)

Oh, not good. (GROANS)

(SIZZLING)

(OBI-WAN EXCLAIMS)

(GROANS)

(GRUNTS)

(GRUNTS)

(GROANS)

(GRUNTS)

(THUNDER RUMBLING)

(PANTING HEAVILY)

(THUNDER RUMBLES FAINTLY)

(ENGINES STARTING)

(THRUSTERS FIRING)

(LIGHTSABER ACTIVATES)

(LIGHTSABER DEACTIVATES)

(DRIVER SPEAKS ALIEN DIALECT)

Wait right there.

Okey-okey.

Da wanga!

Chut-chut, Watto.

(SPEAKING ALIEN DIALECT)

(EXCLAIMING)

(GROANS)

(SPEAKS ALIEN DIALECT)
Shmi Skywalker.

(BUZZES)

Ani?

Little Ani?

Nah.

You are Ani!

It is you!

(LAUGHING EXCITEDLY)

You sure sprouted, huh?

Wee-hoo!

A Jedi!

Whattaya know! (CHUCKLES)

Hey...

maybe you could help
with some deadbeats...

who owe me a lot of money.

My mother.

Oh, yeah. Shmi.

Uh...

she's not mine-a no more-a.

I sold her.

You sold her?

WATTO: Years ago.

Sorry, Ani, but you know,

business is business, huh?
(LAUGHS)

Yeah, I sold her
to a moisture

farmer named, uh, Lars.

At least I think it was Lars.

Believe it or not,

I heard he freed her
and married her!

Can ya beat that, eh?

(CHUCKLES) Yeah.

Do you know where
they are now?

Ooh,

long way from here.

Someplace over on
the other side

of Mos Eisley, I think, mmm.

I like to know.

Eh, sure.

Absolutely! (CHUCKLES)

Let's go look at
my records, huh?

(CHUCKLES)

Mmm.

(DROID CACKLING)

(WHOOSHING)

(WHOOSHING)

(BEEPING RAPIDLY)

BOBA: Dad.

I think we're being tracked!

JANGO: He must have put a
homing device on our hull.

Hang on, son. We'll move
into the asteroid field,

and we'll have a couple
of surprises for him.

(BOBA LAUGHS MANIACALLY)

(R4 BEEPING RAPIDLY)

Seismic charges!

Stand by!

(EXPLODING)

(BEEPING CONTINUES)

(EXPLODING CONTINUES)

(SHIP HOWLING LOUDLY)

He doesn't seem to
take a hint, this guy.

(BEEPING)

(ENGINES HOWLING LOUDLY)

(HOWLING CONTINUES)

- Watch out!
- (BANGS)

(STARFIGHER ROARING WILDLY)

(JANGO'S SHIP HOWLING
THUNDEROUSLY)

(BEEPING)

BOBA: Get him, Dad! Get him!

Fire!

(LASER FIRING)

Oh, blast! This is
why I hate flying!

(R4 WAILING)

We got him!

We'll just have to finish him.

(THRILLING MUSIC PLAYING)

R4.

Prepare to jettison the
spare part canisters.

(R4 BEEPING NERVOUSLY)

- Fire them now!
- (R4 BEEPS EXCITEDLY)

Well, we won't be
seeing him again.

(BOBA LAUGHS)

Well, R4, I think we've
waited long enough.

(R4 BEEPING RAPIDLY)

OBI-WAN: There's an
unusual concentration

of Federation ships
over there, R4.

(R4 BEEPING NERVOUSLY)

(SHIP ROARING)

(BEEPING SOFTLY)

(R2-D2 BEEPING SOFTLY)

PADME: Stay with the ship, R2.

(BEEPS)

(DRAMATIC MUSIC PLAYS)

C-3PO: Oh. Um, uh, hello.

How might I be of service?

I am C-

ANAKIN: 3PO?

Oh, um...

The maker!

Oh, Master Ani!

I knew you would return.

I knew it! And Miss Padme.

Oh my.

Hello, 3PO.

Bless my circuits!

I'm so pleased
to see you both.

I've come to see my mother.

Oh. Um,

I think perhaps we'd
better go indoors.

C-3PO: Master Owen,

might I present two most...

important visitors.

I'm Anakin Skywalker.

Owen Lars.

Uh, this is my
girlfriend, Beru.

Hello.

I'm Padme.

I guess I'm your stepbrother.

I had a feeling you
might show up someday.

Is my mother here?

CLIEGG: No, she's not.

Cliegg Lars.

Shmi is my wife.

We should go inside.

We have a lot to talk about.

(WHIRRING)

(LIQUID POURING)

CLIEGG: It was
just before dawn.

They came out of nowhere.

A hunting party of...

Tusken Raiders.

Your mother had
gone out early,

like she always did,

to pick mushrooms...

that grow on the vaporators.

From the tracks,

she was about halfway home...

when they took her.

(SIGHS) Those Tuskens
walk like men,

But they're...

vicious,

mindless monsters.

Thirty of us went
out after her.

Four of us came back.

I'd be out there
with them, but...

after I lost my leg,

I just couldn't ride...

anymore...

un-until I heal.

I don't want to
give up on her...

but she's been gone a month.

There's little hope
she's lasted this long.

OWEN: Where are you going?

To find my mother.

Your mother's dead, son.

Accept it.

(SLOW TUNE PLAYS)

ANAKIN: You're gonna
have to stay here.

These are good people, Padme.
You'll be safe.

Anakin.

I won't be long.

(THRILLING MUSIC PLAYING)

(CHORUS VOCALIZING)

(VOCALIZING ENDS)

(DRUM BANGS)

(MACHINERY CLANGING FAINTLY)

DOOKU: We must persuade
the Commerce Guild...

and the Corporate Alliance
to sign the treaty.

VICEROY: What about
the senator...

from Naboo?

Is she dead yet?

I am not signing
your treaty until...

I have her head on my desk.

DOOKU: I am a man of
my word, Viceroy.

ALIEN: With these new
battle droids...

we've built for you,

you'll have the finest...

army in the galaxy.

DOOKU: As I explained
to you earlier,

I am quite convinced

that 10,000 more systems...

will rally to our cause
with your support, gentlemen.

(SPEAKING ALIEN DIALECT)

The Techno Union army...

(ELECTRONIC WARBLING)

Is at your disposal, Count.

The Banking Clan...

will sign your treaty.

DOOKU: Good. Very good.

Our friends from the
Trade Federation...

have pledged their support,

and when their battle droids

are combined with yours,

we shall have an army greater

than any in the galaxy.

The Jedi...

will be overwhelmed.

DOOKU: The Republic
will agree

to any demands we make.

(GROWLING ANGRILLY)

(SNARLING FAINTLY)

(LIGHTSABER ACTIVATING)

(GROWLING CONTINUES)

(LIGHTSABER DEACTIVATES)

(MOANING SOFTLY)

Mom.

Mom. Mom.

Ani?

Is it you?

ANAKIN: I'm here, Mom.

You're safe.

Ani?

Ani?

Oh, you look so handsome.

My son.

Oh, my grown-up son.

I'm so proud of you, Ani.

I missed you.

Now I am complete.

I love y...

Stay with me, Mom.

- Everything.
- (SHMI MOANING SOFTLY)

I love-

(MOANING CONTINUES)

(DRAMATIC MUSIC PLAYS)

(THRILLING MUSIC PLAYING)

(LIGHTSABER ACTIVATING)

(LIGHTSABER CRACKLING)

(SHOUTING ANGRILLY)

(SCREAMING FAINTLY)

QUI-GON: Anakin! Anakin!

(YELLING) No!

What is it?

Pain,

suffering.

Death, I feel.

YODA: Something terrible...

has happened.

Young Skywalker...

is in pain.

Terrible pain.

(BEEPING RAPIDLY)

The transmitter is working,

but we're not receiving
a return signal.

Coruscant's too far.

R4, can you boost the power?

(R4 BEEPS)

We'll have to try
something else.

(BEEPS)

Maybe...

we can contact
Anakin on Naboo.

It's much closer.

- (R4 BEEPS SOFTLY)
- (CONTROLS CLICKS)

OBI-WAN: Anakin?

Anakin, do you copy?

This is Obi-Wan Kenobi.

Anakin?

He's not in Naboo, R4.

(R4 BEEPING)

I'm going to try and
widen the range.

(SIGHS)

I do hope nothing's
happened to him.

OBI-WAN: That's Anakin's
tracking signal, all right,

but it's coming from Tatooine.

What in the blazes
is he doing there?

I told him to stay on Naboo.

(R4 BEEPING SADLY)

We haven't got much time.

Anakin?

Anakin, do you copy?

This is Obi-Wan Kenobi.

(SCREECHING)

(STATIC, OBI-WAN'S
VOICE BREAK UP)

Retransmit this message-

(GARBLED AUDIO)

Anakin, do you copy?

Anakin-

My long-range- (STATIC)
Has been knocked out.

Retransmit this
message to Coruscant.

(R2-D2 BEEPING NERVOUSLY)

I brought you something.

PADME: Are you hungry?

The shifter broke.

Life seems so
much simpler when...

you're fixing things.

I'm good at fixing things.

Always was.

But I couldn't.

Why'd she have to die?

Why couldn't I save her?

I know I could have.

PADME: Sometimes
there are things...

no one can fix.

You're not all-powerful, Ani.

Well, I should be.

Someday I will be.

I will be the most...

powerful Jedi ever!

I promise you.

I will even learn to...

stop people from dying!

Anakin.

It's all Obi-Wan's fault!

He's jealous!

He's holding me back!

(CLATTERS)

(ANAKIN SOBBING)

What's wrong, Ani?

(VOICE BREAKING) I...

I killed them.

I killed them all.

They're dead.

Every single one of them.

And not just the men.

But the women...

and the children too.

ANAKIN: They're like animals!

And I slaughtered
them like animals!

I hate them!

(DARTH VADER THEME PLAYS)

(EXHALES)

To be angry is to be human.

I'm a Jedi.

I know I'm better than this.

CLIEGG: I know
wherever you are...

it's become a better place.

You were the most...

loving partner a man
could ever have.

Good-bye, my darling wife.

And thank you.

I wasn't strong enough...

to save you, Mom.

ANAKIN: I wasn't
strong enough.

But I promise...

I won't fail again.

I miss you...

so much.

(R2-D2 BEEPING)

R2?

What are you doing here?

(BEEPING CONTINUES)

It seems that he
is carrying a...

message from an
Obi-Wan Kenobi.

Hmm. Master Ani,

does that name mean
anything to you?

(R2-D2 BEEPS)

OBI-WAN: Anakin,

my long-range transmitter
has been knocked out.

Retransmit this
message to Coruscant.

(BEEPS)

I have tracked the
bounty hunter,

Jango Fett,

to the droid foundries
on Geonosis.

The Trade Federation
is to take...

delivery of a
droid army here,

and it is clear that
Viceroy Gunray...

is behind the
assassination attempts...

on Senator Amidala.

The Commerce Guilds
and the Corporate Alliance...

have both pledged their
armies to Count Dooku...

and are forming a-

Wait.

- Wait.
- (LIGHTSABER ACTIVATING)

- (OBI-WAN GRUNTS)
- (WEAPON FIRING)

More happening on Geonosis,

I feel,

than has been revealed.

I agree.

Anakin.

WINDU: We will deal with Count Dooku.

The most important
thing for you...

is to stay where you are.

Protect the senator at all costs.

That is your...

first priority.

Understood, Master.

They'll never get there
in time to save him.

They have to come halfway
across the galaxy.

Look.

Geonosis is less
than a parsec away.

If he's still alive.

Ani, are you just
gonna sit...

here and let him die?

He's your friend,
your mentor.

He's like my father!

But you heard Master Windu.

He gave me strict
orders to stay here!

He gave you strict
orders to protect me,

and I'm going to
help Obi-Wan.

If you plan to protect me,

- you'll just have to come along.
- (ENGINE POWERS UP)

- (BEEPING)
- C-3PO: I'm not worried, R2.

It's just I've never
flown before.

The Commerce Guilds are
preparing for war.

There can be no
doubt of that.

PALPATINE: Count Dooku must
have made a treaty with them.

(SPEAKING ALIEN DIALECT)

Unfortunately,

the debate is not over.

The senate will never approve...

the use of clones...

before the
separatists attack.

This is a crisis.

The senate must vote the...

chancellor emergency powers.

He can then approve the...

creation of an army.

But what senator would
have the courage...

to propose such a
radical amendment?

If only...

Senator Amidala were here.

Mmm.

(DRAMATIC MUSIC PLAYS)

(SCREECHING)

(GRUMBLES)

OBI-WAN: Traitor.

DOOKU: Oh, no, my friend.

This is a mistake, a
terrible mistake.

They have gone too far.
This is madness.

I thought you were the
leader here, Dooku.

This had nothing to do
with me, I assure you.

I will petition
immediately...

to have you set free.

Well, I hope it doesn't
take too long.

I have work to do.

May I ask why...

a Jedi knight...

is all the way out
here on Geonosis?

I've been tracking a bounty
hunter named Jango Fett.

Do you know him?

There are no bounty hunters

here that I am aware of.

The Geonosians don't trust them.

Well, who can blame them?

But he is here, I
can assure you.

It's a great pity
that our paths...

have never crossed
before, Obi-Wan.

Qui-Gon always spoke
very highly of you.

I wish he were still alive.

I could use his
help right now.

Qui-Gon Jinn would
never join you.

Don't be so sure, my young Jedi.

You forget...

that he was once
my apprentice,

just as you were once his.

He knew all about the
corruption in the senate,

but he would never
have gone along with...

it if he had learned
the truth as I have.

- The truth?
- The truth.

What if I told you that the Republic...

was now under the control

of the dark lord of the Sith?

No, that's not possible.

The Jedi would
be aware of it.

The dark side of the Force...

has clouded their
vision, my friend.

Hundreds of senators are...

now under the influence...

of a Sith lord...

called...

Darth Sidious.

I don't believe you.

The viceroy of the
Trade Federation...

was once in league
with this...

Darth Sidious,

but he was betrayed...

ten years ago by
the dark lord.

He came to me for help.

He told me everything.

You must join me, Obi-Wan,

and together...

we will destroy the Sith!

I will never join you, Dooku.

It may be difficult to...

secure your release.

JAR JAR: It's-a clear desa

separatists made a pact...

wesa desa Federation du Trade.

Senators,

"dellow felagates":

In response to this...

direct threat to the Republic,

mesa propose...

that the senate...

give immediately...

emergency powers...

to the supreme...

chancellor.

(SHOUTING LOUDLY)

Palpatine! Palpatine! Palpatine!

(SHOUTS IN ALIEN DIALECT)

SENATE CHAIRMAN: Order!

We shall have order!

It is with...

great reluctance...

that I have agreed
to this calling.

I love democracy.

I love the Republic.

(APPLAUSE)

The power you give me...

I will lay down...

when this crisis has abated.

(ALL CHEERING)

And as my first act...

with this new authority,

I will create a grand...

army of the Republic...

to counter the increasing

threats of the separatists.

It is done then.

Hmm.

I will take what
Jedi we have left...

and go to Geonosis
and help Obi-Wan.

Visit I will...

the cloners on Kamino,

hmm,

and see this army...

they have created
for the Republic.

(DRAMATIC MUSIC PLAYING)

See those columns of
steam straight ahead?

They're exhaust
vents of some type.

That'll do.

Look, whatever
happens out there,

follow my lead.

I'm not interested in
getting into a war here.

As a member of the senate,

maybe I can find a
diplomatic solution...

to this mess.

Don't worry.

I've given up trying
to argue with you.

(R2-D2 BEEPING NERVOUSLY)

My obtuse little friend,

if they had needed our help,

they would have asked for it, hmm?

You obviously
have a great deal

to learn about
human behavior.

(BEEPING)

(DOOR OPENING)

(DOOR CLOSING)

(BEEPING RAPIDLY)

For a mechanic,

you seem to do
an excessive...

amount of thinking.

(BEEPING)

I am programmed to...

understand humans!

(BEEPING)

"What does that mean?" Oh!

That means I am
in charge here!

(R2-D2 RASBERRIES)

Where are you going now?

You don't know
what's out there.

Have you no sense at all?

- C-3PO: Oh, idiot!
- (R2-D2 BEEPING)

- Please wait.
- (BEEPING)

Do you know where you're going?

- Wait.
- (CHITTERS)

- (SQUAWKING RAPIDLY)
- (LIGHTSABER ACTIVATING)

(SCREAMS)

(SCREAMS)

Oh, my.

Oh, oh, oh!

(SCREECHES)

(LIGHTSABER DEACTIVATES)

(THRILLING MUSIC PLAYING)

- (PADME SCREAMS)
- ANAKIN: Padme!

- (LIGHTSABER ACTIVATING)
- (SCREECHING)

(GRUNTING)

(EXCLAIMS)

(DOOR OPENS)

C-3PO: Oh, my goodness.

Shut me down.

Machines making machines.

Huh! How perverse. (GRUNTS)

Whoa! Calm down, R2.

- (R2-D2 BEEPS RAPIDLY)
- I almost fell.

You'll get your chance-

(SCREAMING)

Oh! I'm scrap.

(GRUNTING)

It's a nightmare!

Oh, I want to go home!

(EXCLAIMS, GROANS)

Oh, what did I do
to deserve this?

(R2-D2 BEEPING NERVOUSLY)

(R2-D2 WHISTLING)

(R2-D2 BEEPING EXCITEDLY)

(SCREECHES)

(PADME GRUNTING)

(SCREAMING)

(R2-D2 WHISTLING)

Hmm. I wonder
what happened...

to poor little R2.

He's always getting
himself into trouble.

(EXCLAIMS)

C-3PO: Oh, no!

BATTLE DROID: Uh-oh.

Whoa!

Oh, I'm so confused.

- (EXCLAIMS)
- (LIGHTSABER DEACTIVATING)

(MOTOR RUNNING)

(BANGING)

(THUMPING)

(SIZZLING)

(LIGHTSABER SIZZLES)

(LIGHTSABER SIZZLING)

Oh!

Not again.

Obi-Wan's gonna kill me.

(WEAPONS COCKING)

JANGO: Don't move, Jedi!

Take him away.

Don't be afraid.

I'm not afraid to die.

I've been dying a
little bit each day

since you came
back into my life.

What are you talking about?

I love you.

You love me?

I thought that we
had decided...

not to fall in love,

that we would be forced
to live a lie...

and that it would destroy our lives.

I think our lives are about...

to be destroyed anyway.

I truly,

deeply...

love you,

and before we die,

I want you to know.

Hyah!

(DRAMATIC MUSIC PLAYING)

(INDISTINCT CHEERING)

(CHEERING)

(SQUAWKS)

I was beginning to wonder
if you'd got my message.

I retransmitted it just as...

you had requested, Master.

(SQUAWKS)

Then we decided to
come and rescue you.

Good job.

(ALL CHEERING)

(SPEAKING ALIEN DIALECT)

(CHEERING FADES OUT)

(CHEERING)

(ROARING WILDLY)

(SCREECHING)

(SCREECHING CONTINUES)

(ROARING)

(YELLING)

I've got a bad
feeling about this.

(SHOUTING)

(BELLOWING)

(ALL ROARING LOUDLY)

(CHEERING)

(SNARLING)

(SCREECHING RAPIDLY)

(ROARING FAINTLY)

Just relax. Concentrate.

What about Padme?

She seems to be
on top of things.

(ROARING)

(SHRIEKING)

(ROARING LOUDLY)

(GRUNTING)

(BELLOWING WILDLY)

(ROARING)

(EXCLAIMS)

(PADME SCREAMING)

(SNARLING)

(LAUGHING CHEERFULLY)

(SHRIEKING)

(SHRIEKING CONTINUES)

(ROARING)

(ANAKIN YELLING)

(ROARING)

(CREATURE YELPS)

She can't do that!

Shoot her! Or something!

(WHIMPERING SADLY)

(SNARLING)

(ROARS)

(SHRIEKING)

(SCREAMING)

(ROARING)

(HISSING)

(GROWLING)

(EXCLAIMS)

(SCREECHES)

(SCREAMING)

(GROWLING)

(EXCLAIMS) Yah!

(GROWLING)

Hyah! Hyah!

(ROARING)

(CHEERING)

(SCREECHING)

(SNARLING)

(ROARING LOUDLY)

(CREATURE YELPS)

ANAKIN: Jump!

(GRUNTS)

Hyah!

(ROARING)

(SHRIEKING)

(CHEERING AND SHOUTING)

This isn't how it's
supposed to be!

Jango!

Finish her off!

Patience, Viceroy.

Patience. She will die.

(WEAPONS COCKING)

(MUSIC PLAYING)

(LIGHTSABER ACTIVATING)

Master Windu.

How pleasant of you to join us.

This party's over.

(LIGHTSABERS ACTIVATING)

(LIGHTSABERS ACTIVATING)

(LIGHTSABERS ACTIVATING)

(LIGHTSABERS ACTIVATING)

(LIGHTSABERS ACTIVATING)

Brave.

But, uh,

foolish my old Jedi friend.

You're impossibly
outnumbered.

(SCOFFS)

I don't think so.

We'll see.

(LIGHTSABER CRACKLING)

(FLAMES ROARING)

(THRILLING MUSIC PLAYING)

(WEAPONS FIRING)

- (LIGHTSABERS ACTIVATING)
- (ROARING LOUDLY)

My legs aren't moving.

I must need maintenance.

(WEAPON FIRING)

(EXPLODING)

(ROARING)

(BLASTER FIRING)

(BELLOWING)

C-3PO: What's all this noise?

(STAMMERS) A battle!

Oh, there's been some
terrible mistake!

I'm programmed for etiquette,

not destruction!

(THRILLING MUSIC PLAYING)

(WEAPON FIRING)

- (LIGHTSABER ACTIVATES)
- (BLASTER FIRING)

(ROARING LOUDLY)

(OBI-WAN GROANS)

(ROARING CONTINUES)

- (SIZZLES)
- (SNARLING LOUDLY)

- (EXCLAIMS)
- (LIGHTSABER ACTIVATES)

(SNARLING)

(JANGO YELLING)

(GROANS)

(YELLING CONTINUES)

(ROARS)

(YOWLING)

(BLASTER FIRING)

(THUDS)

- (LASER FIRES)
- (EXPLODES)

Die, Jedi dogs!

Oh, what did I say?

(EXCLAIMING)

(YELLING)

Oh, dear!

I'm terribly sorry...

about all this!

(EXCLAIMS)

Excuse me.

I'm trapped. I can't get up.

(DRAMATIC MUSIC PLAYS)

(PADME SCREAMS)

You call this a
diplomatic solution?

No, I call it...

aggressive negotiations.

(WEAPONS FIRING)

Uh oh! Roger, roger!

(SHRIEKING)

(LIGHTSABER HUMMING)

(YELPING)

(SHRIEKING CONTINUES)

(LIGHTSABER CRACKLES)

(R2-D2 BEEPING HAPPILY)

R2, what are you doing here?

(WHISTLING)

What are you doing?

Oh, stop that!

You're going to
strain something.

My neck!

Now where are you taking me?

Oh, this is such a drag.

C-3PO: Oh, I'm quite
beside myself.

(WEAPON FIRING)

R2, please be careful!

You're singeing my circuits!

(R2-D2 BEEPING RAPIDLY)

Yes, but is my head on straight?

(WEAPONS FIRING)

(WEAPONS CLICKING)

DOOKU: Master Windu!

You have fought gallantly.

Worthy of recognition in...

the archives of
the Jedi order.

Now,

It is finished.

Surrender...

and your lives...

will be spared.

We will not be hostages...

to be bartered, Dooku!

Then,

I'm sorry, old friend.

(WEAPONS COCKING)

(LIGHTSABER CRACKLING)

Look!

(DRAMATIC MUSIC PLAYING)

(RESUMES FIRING)

Around the survivors...

a perimeter create!

(LASER FIRING)

(CRUMPLING EXPLOSIONS)

(LIGHTSABERS CRACKLING)

(POWERS WINDING DOWN)

(BLASTER FIRES)

(FIRING CONTINUES)

(FIRING CONTINUES)

(EXPLODING)

(R2-D2 BEEPING)

(R2-D2 CHIRPING SADLY)

Oh.

I've had the most...

peculiar dream.

YODA: If Dooku escapes,

rally more systems to...

his cause he will.

- (WEAPONS FIRING)
- (SHIP WHIRRING LOUDLY)

Hold on!

Aim right above the fuel cells!

(TORPEDOS FIRING)

(CRUMPLING EXPLOSIONS)

(BATTLE DROIDS SHRIEKING)

Good call, my young Padawan!

VICEROY: The Jedi
have amassed...

a huge army.

DOOKU: That doesn't
seem possible.

How could the Jedi come up...

with an army so quickly?

We must send all available...

droids into battle.

There are too many.

(SPEAKING ALIEN DIALECT)

- (LASER FIRING)
- (WHIRRING)

(EXPLODING)

Pilot!

Land in that assembly area!

Yes, sir.

Sir.

I have five special
commando units...

awaiting your orders, sir.

YODA: To the forward
command center!

Take me!

(DRAMATIC MUSIC PLAYING)

(WEAPONS FIRING)

(CRUMPLING EXPLOSIONS)

Attack those
federation starships!

Quickly!

(TORPEDOS FIRING)

Master Yoda,

all forward positions
are advancing.

Very good.

Very good.

(WEAPONS FIRING)

(WEAPONS FIRING)

(FIRING CONTINUES)

(EXPLODING)

VICEROY: This is not
looking good at all!

We must get the starships...

back into space.

(SPEAKING ALIEN DIALECT)

My master will never
allow the Republic...

to get away with
this treachery.

(SPEAKING ALIEN DIALECT)

I will take the designs...

with me to Coruscant.

(BEEPS)

They will be much
safer there...

with my master.

(THRILLING MUSIC PLAYING)

(LASER FIRING)

(CRUMPLING EXPLOSIONS)

(ALARM BLARING)

(DRAMATIC MUSIC PLAYING)

(WEAPON CONTINUES FIRING)

Concentrate all your fire...

on the nearest starship.

Yes, sir.

Move all quadrants
to sector 5-1-5.

(LASERS FIRING)

(CRUMPLING EXPLOSIONS)

(WHIRRING)

(LOUD BOOMING)

(WEAPONS FIRING)

(CLONE SHIP WHIRRING)

Look over there!

It's Dooku!

Shoot him down!

We're out of rockets, sir.

Follow him!

We're gonna needs some help.

There isn't time!

Anakin and I can handle this!

(BEEPS)

(ENGINES ROARING LOUDLY)

(FIGHTERS FIRING)

(PADME SCREAMING)

ANAKIN: Padme!

(GROANS)

Put the ship down!

OBI-WAN: Anakin!

Don't let your personal
feelings get in the way!

Follow that speeder!

(WHIRRING)

(FIGHTER FIRING)

Lower the ship!

I can't take Dooku alone!

I need you!

If we catch him,
we can end...

this war right now!

We have a job to do!

I don't care! Put the ship down!

You will be expelled...

from the Jedi order!

I can't leave her!

Come to your senses!

What do you think
Padme would...

do were she in your position?

(SIGHS)

She would do her duty.

Hmm.

The droid army is
in full retreat.

Well done, Commander.

Bring me a ship.

(WHIRRING)

- (FIGHTER FIRING)
- (WHIRRING)

- (FIRING CONTINUES)
- (CRUMPLING EXPLOSIONS)

(DRAMATIC MUSIC PLAYS)

ANAKIN: You're gonna
pay for all the Jedi...

that you killed today, Dooku.

We'll take him together.

Go in slowly on the left.

- I'm taking him, now!
- No, Anakin! No!

OBI-WAN: No!

(ANAKIN SCREAMING)

DOOKU: As you see my Jedi...

powers are far beyond yours.

Now.

Back down.

(ELECTRICITY CRACKLES)

I don't think so.

(LIGHTSABER ACTIVATING)

(LIGHTSABER CRACKLING)

Master Kenobi, you disappoint me.

Yoda holds you in...

such high esteem.

(LIGHTSABER WHOOSHES THEN CRACKLES)

Surely you can do better.

(GRUNTS)

(GROANING SOFTLY)

(PADME MOANING SOFTLY)

Are you all right?

Uh-huh.

We better get back to the
forward command center.

No. No!

Gather what troops you can.

We've got to get
to that hangar.

Get a transport.

- Hurry!
- CLONETROOPER: Right away!

(LIGHTSABER CRACKING)

(ANAKIN GROANS)

(LIGHTSABERS CRACKLING)

(EXCLAIMS)

(EXCLAIMS)

- (LIGHTSABER ACTIVATES)
- (ANAKIN YELLING)

Brave of you, boy.

But I would have
thought you had...

learned your lesson.

I am a slow learner.

OBI-WAN: Anakin! (GRUNTS)

(LIGHTSABER ACTIVATING)

(LIGHTSABER CRACKLING)

(GROANS)

(LIGHTSABER CRACKLING)

(CRACKLING CONTINUES)

(ANAKIN SCREAMING)

(LIGHTSABER DEACTIVATING)

(YODA GRUNTING)

Master Yoda.

Count Dooku.

You have interfered
with our...

affairs for the last time.

(GRUNTING)

(GRUNTS)

(GROWLING SOFTLY)

(ROCKS RUMBLING)

Powerful...

you have become, Dooku.

(SIGHS) The dark side...

I sense in you.

I become more powerful...

than any Jedi...

- Even you.
- (ELECTRICITY CRACKLES)

Much to learn.

Do you still have?

It is obvious that this...

contest cannot be decided...

by our knowledge
of the Force...

(LIGHTSABER ACTIVATING)

but by our skills...

with a lightsaber.

(LIGHTSABER HUMMING)

- (CHORUS VOCALIZING)
- (DRAMATIC MUSIC PLAYING)

(LIGHTSABER ACTIVATING)

(YODA YELLING)

(LIGHTSABER CRACKLING)

(LIGHTSABER SIZZLING)

(YELLING)

(GRUNTING)

(GRUNTING CONTINUES)

Fought well you have,

my old Padawan.

This is just the beginning.

(LIGHTSABER DEACTIVATES)

(GRUNTS)

(DRAMATIC MUSIC PLAYS)

(BANGING LOUDLY)

(PANTING HEAVILY)

(GROANING SOFTLY)

(SIGHS)

(SHIP WHIRRING)

(WEAPONS FIRING)

(SPEAKING IN DROID LANGUAGE)

(WHIRRING)

(ROARING)

(YODA GRUNTS)

(OBI-WAN GROANS)

PADME: Anakin!

(CHORUS VOCALIZING)

(WHIRRING)

(WHIRRING CONTINUES)

(CHORUS VOCALIZING)

The Force is with
us, Master Sidious.

SIDOUS: Welcome
home, Lord Tyranus.

You have done well.

I have good news
for you, my lord.

The war has begun.

Excellent.

Everything is going...

as planned.

(SLOW TUNE PLAYING)

Do you believe what
Count Dooku said

about Sidious
controlling the senate?

It doesn't feel right.

YODA: Joined the dark side...

Dooku has.

Mmm.

Lies, deceit.

creating mistrust...

are his ways now.

WINDU: Nevertheless...

I feel we should keep a
closer eye on the senate.

YODA: I agree.

Where's your apprentice?

On his way to Naboo,

escorting Senator
Amidala home.

I have to admit that
without the clones,

it would not have
been a victory.

YODA: Victory?

Victory you say?

Master Obi-Wan...

not victory.

The shroud of the
dark side...

has fallen.

Begun...

the Clone War has.

(THEME MUSIC PLAYING)