INT. WATTO'S JUNK SHOP-DAY

WATTO and ANAKIN are waiting for...

WILL: Their cue.

... QUI-GON.

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

WILL (deep, suave): "Well, I found this cute li'l heiress last night and I used my masculine wiles to... "
KATHERINE: Stop that.

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.

WILL: These watches are getting more expensive and less practical all the time.

WATTO: Not bad... not bad... a Nubian.
QUI-GON: It's in good order, except for the parts we need.

WILL: Like... an engine.

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

ANAKIN is embarrassed and steps forward.

ANAKIN: It wasn't my fault. Really. Sebulba flashed me with his vent ports.

TIM: Sexu-
KATHERINE: Enough, Tim.

ANAKIN: 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.

WILL: Star Wars: The RPG as played in Vegas.

QUI-GON: "The fastest ever built."
WATTO: I hope you didn't kill anyone I know for it. (laughs)

TIM: Just your pollen supplier.

WATTO: So, you supply the Pod and the entry fee: I supply the boy. We split the winnings fifty-fifty, I think.
QUI-GON: 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. Either way, you win.

WILL: He's hustling. I don't know how, but he's hustling.
KATHERINE: Yeah...

WATTO thinks for a moment.

WATTO: (offering his hand) Deal! (They shake.)

KATHERINE: ...and damn, he's good.

Exit QUI-GON. WATTO turns to ANAKIN.

WATTO: Yo hana pee ho-tah, meendee ya. (Your friend is a foolish one, I think.)

TIM (whiny): "Who's more foolish, the fool or the fool who follows him?"
KATHERINE (slapping Tim): "Shut up, kid!"

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.

WILL (as Obi-Wan): Master, can't I come with you? I'm not getting any good scenes over here!
WILL (as Qui-Gon): I'm sorry, Obi, but you can't meet Threepio here now or we'd have a continuity error. Stay put.

OBI-WAN: What if this plan fails, Master? We could be stuck here for a long time.
QUI-GON: A ship without a power supply will not get us anywhere. And... there's something about this boy.

TIM: He's actually Mary.

INT. MOS ESPA-SLAVE QUARTERS-PORCH-DAY

QUI-GON puts the comlink away as SHMI comes onto the porch.

WILL: Whoop, just talkin' to my dead ancestors. This isn't a comlink.

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: Well, he knows nothing of greed. He has...

KATHERINE: ...hasn't picked it up in six years working for Watto. He's brilliant, but he's also kind of dumb.

QUI-GON: He has special powers.

WILL: "No, that's my line."

SHMI: Yes...
QUI-GON: He can see things before they happen.

WILL: "That's my line too! Stop it!"

QUI-GON: 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 unusually strong with him, that much is clear. Had he been born in the Republic, we would have identified him early. Who was his father?
SHMI: There was no father... I carried him, I gave birth... I can't explain what happened.

TIM: "All I remember was wakin' up in a gutter wearin' nothin' but a 'PARTY LIKE A HUTT' T-shirt."
WILL: I need a shirt like that.

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.

KATHERINE: Aw, what cuuute kid names. I'm sure "Kitster" doesn't get teased at all.

KITSTER: Wow, a real astro droid... how'd you get so lucky?
ANAKIN: That isn't the half of it. I'm entered in the Boonta Race tomorrow!
KITSTER: What? With this??

TIM: Nah, I figure I'll ride piggyback on the astro droid. He could use another scene.

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

TIM: Yeah, but yer a loser just like all the Greedos.
KATHERINE: I object to your shallow and stereotypical racial slur. And I'm sure Lucas would agree with me.

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.

KATHERINE: Boy, they sure stopped helping quick once they realized he actually wanted to get it running.
WILL: They're probably driven by a deep fear of success.

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'll go numb for hours.

TIM: So what happens if his brain gets caught in there?
WILL: He might become capable of actual thought.

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

JAR JAR: (Gibberish)

WILL: "The shock has caused me to realize I am a computer-generated aberration."

QUI-GON approaches the GROUP and gives ANAKIN a small battery. JAR JAR drops a wrench, and while looking for it, gets his hand caught in the afterburner. He tries to tell Anakin, but can't get words out that make sense.

JAR JAR: (Gibberish)

WILL: "My being is offensive to my gods. Please grind me to bits in your engine."

ANAKIN jumps into the little capsule behind the two giant engines. He puts the power pack into the dashboard. EVERYONE backs away, except for JAR JAR who calls for help. Finally PADME frees him and the engines ignite with a ROAR.

WILL (sighing): I liked Padme...

ANAKIN: It's working!!...

TIM: "It's alive! It's alive!"

EXT. MOS ESPA-SLAVE QUARTERS-PORCH-DAY

SHMI, watching from the porch, smiles sadly.

WILL: "I could have been a Nascar driver, but nooo, Daddy said needlepoint was more ladylike."

INT. SLAVE QUARTERS-BALCONY-NIGHT

ANAKIN sits on the balcony rail of his hovel as QUI-GON tends to a cut. The BOY leans back to look at the vast blanket of stars in the sky.

TIM: Look out! Falling blanket!

QUI-GON: Sit still, Annie. Let me clean this cut.
ANAKIN: There are so many! Do they all have a system of planets?

TIM: "Actchally, son, most of the white spots you see are bits of snot left over from when the giant turtle sneezed out the universe."

QUI-GON: Most of them.
ANAKIN: Has anyone been to them all?
QUI-GON: (laughs) Not likely.
ANAKIN: I want to be the first one to see them all.

WILL: But... you just did.

SHMI: (O.S.) Annie, bedtime!

TIM: With a name like "Shmi," she really should be a native of Naboo. (A... Naboonian? A Naboovar? A Nabookov, at's it.)

QUI-GON wipes a patch of blood off ANAKIN'S arm.

QUI-GON: There, good as new...

SHMI yells from inside the hovel.

SHMI: Annie! I'm not going to tell you again!

KATHERINE: Has any mom ever said those words and backed them up?

QUI-GON scrapes ANAKIN's blood onto a comlink chip.

ANAKIN: What are you doing?

WILL: "Uhhh... cleaning your blood off my hand with my metallic sponge."

QUI-GON: Checking your blood for infections. Go on, you have a big day tomorrow.

WILL: And it's gonna be the best Christmas ever...

ANAKIN rolls his eyes and runs into the hovel. QUI-GON takes the blood-stained chip and inserts it into the comlink, then calls OBI-WAN.

QUI-GON: (Cont'd) Obi-Wan...
OBI-WAN: Yes, Master.

TIM: "My comlink chip ain't workin'. I think I got it dirty or somethin'."

QUI-GON: Make an analysis of this blood sample I'm sending you. I need a midi-chlorian count.
OBI-WAN: All right. I've got it. The reading's off the chart... over twenty thousand. Even Master Yoda doesn't have a midi-chlorian count that high!

TIM: "'Course, he's kinda old and can't count so good."

QUI-GON: No Jedi has.
OBI-WAN: What does it mean?
QUI-GON: I'm not sure.

The JEDI KNIGHT looks up and sees SHMI in the doorway watching him.

WILL: "It's okay. This still isn't a comlink."

Embarrassed, she goes back into the kitchen while QUI-GON ponders the situation.

KATHERINE: Dammit, Shmi, don't walk away! You think you're going to get another chance like this? Don't DO this to me!

EXT. TATOOINE-DESERT MESA-NIGHT

The sinister-looking Sith spacecraft lands on top of a desert mesa at dusk. DARTH MAUL walks to the edge of the mesa and studies the landscape with a pair of electrobinoculars. He picks out the lights of three different cities in the distance, then pushes buttons on his electronic armband. Six football-sized PROBE DROIDS float out of the ship and head off in three different directions toward the cities. DARTH MAUL stands on the mesa and watches them through his electrobinoculars.

WILL: "Ahhh, I always enjoy birdwatching before I make my kill... wait. This planet doesn't have birds!"

EXT. MOS ESPA-ARENA-MAIN HANGAR-DAY

RACE CREWS mill about outside the Main Hangar.

TIM: Mill, mill, mill, mill, mill, mill, mill, mill, mill, mill...

PIT. MOS ESPA -ARENA-MAIN HANGAR-DAY

The hangar is a large building with a dozen or so Podracers being readied for the race. ALIEN CREWS and PILOTS rush about, making last minute fixes on their vehicles. WATTO, QUI-GON, and JAR JAR walk through the activity.

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

WILL: Okay, we'll fly low on the way out.

QUI-GON: Patience, my blue friend. You'll have your winnings before the suns set, and we'll be far away from here.

TIM: Oo, Kath, another racial slur! He's sayin' blue guys are impatient! I think we need ta organize a blue-guy picket line! We'll march on Washington an' free the slaves!

WATTO: Not if your ship belongs to me, I think... I warn you, no funny business.
QUI-GON: You don't think Anakin will win?
WATTO: Don't get me wrong. I have great faith in the boy. He's a credit to your race, but Sebulba there is going to win, I think.

WATTO stops before an orange racer. Sitting to one side, having his neck and shoulders massaged by TWIN YOBANAS, is SEBULBA. JAR JAR recognizes him immediately and cowers behind QUI-GON.

TIM (starts singing): Spider-Man, Spider-Man, does whatever a spider can, is he strong? Listen, bud, he's got radioactive blood- [Will hits him.]

QUI-GON: Why?
WATTO: He always wins. (laughs) I'm betting heavily on Sebulba.

KATHERINE: But if Sebulba always wins, how come everyone's so frenzied and excited about the race?
WILL: The outer rim doesn't get cable.

QUI-GON: I'll take that bet.
WATTO: (suddenly stops laughing) What??!! What do you mean?

TIM: He means, "Mesa taken dat bet."

QUI-GON: I'll wager my new racing Pod against... say... the boy and his mother.
WATTO: No Pod's worth two slaves, not by a long shot.
QUI-GON: The boy, then.

WATTO considers, then pulls out a small cube from his pocket.

WATTO: We'll let fate decide. I have a chance cube here...

WILL: And coincidentally it looks just like a six-sided die with the sides bussed and painted! Couldn't they have gone to a role-playing store and picked up a ten-sider, just to SEEM exotic and alien to MOST people? Were they THAT far over budget?

WATTO: Blue it's the boy, red his mother...

TIM: I call edge!

WATTO tosses the cube down. QUI-GON lifts his hand slightly: it turns up blue.

KATHERINE: I didn't know Jedi knew how to be this devious!
WILL: It's so disappointing.
KATHERINE: You're kidding, right? Qui-Gon's the first Jedi I've seen who knows how the real world really works!

QUI-GON smiles. WATTO is angry.

WATTO: (Cont'd) You won the small toss, outlander! But you won't win the race, so it makes no difference!

KATHERINE: "Well, okay. Glad we're kewl, then."

ANAKIN and PADME enter the hangar on one of the EOPIES, pulling an engine. KITSTER, on the other EOPIE, is pulling another engine. With THREEPIO walking alongside, ARTOO trundles behind, pulling the Pod with SHMI sitting in it. WATTO passes ANAKIN as he leaves.

TIM: Y'know, we never see Shmi do any actual slavin'. Or any work whatsoever. What's the deal? Watto only like little boys or somethin'?

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

WATTO flies off laughing.

KATHERINE: Manic depression is a problem in over 17% of large gambling hummingbirds...

ANAKIN: What did he mean by that?
QUI-GON: I'll tell you later.

WILL (as Qui-Gon): "Like, as soon as I learn Huttese."

ARTOO beeps at THREEPIO.

THREEPIO: Oh my! Space travel sounds rather perilous.

ARTOO emits a series of beeps.

TIM: What a potty-mouthed... potty!

THREEPIO: I can assure you they will never get me onto one of those dreadful starships!

WILL: Oooo. Irony.

KITSTER: (to Anakin) This is so wizard!

KATHERINE: Jeepers, it sure is! "Yippee!"

KITSTER: I'm sure you'll do it this time, Annie.
PADME: Do what?
KITSTER: Finish the race, of course!
PADME: You've never won a race?
ANAKIN: Well... not exactly...
PADME: Not even finished?!
ANAKIN: Kitster's right, this time I will.

KATHERINE: "Yippee!" And you still wonder why I prefer Qui-Gon?

QUI-GON puts his hands on ANAKIN's shoulders, showing support.

QUI-GON: Of course you will.

WILL: Yes, okay, I know. But older fans should look past this kid-movie stuff...

PADME looks at both of them doubtfully.

WILL: The innocence of his youth is what makes the tragedy of his fall hurt so much.

[There follows a big race scene. If we described it shot by shot, we'd just give you a headache, Jabba the Hutt shows up and starts the race by biting off a frog's head and spitting it against a gong. A really high-speed race gets going that looks a little like the end run in STAR WARS: Episode IV, and it looks for a while like Sebulba's going to win, but then Anakin does. So it loses something in the retelling. You were expecting a Terry Brooks passage? We pick up as Annie's family and old and new friends swarm around him.]

SHMI: It's so wondertul, Annie. You have brought hope to those who have none.
PADME: We owe you everything.

TIM (panting): Woo. I mean... woo. Even I kinda like the kid right now. That scene made Ben Hur look sick.
WILL: You can call him on logic, you can call him on characterization, you can call him on comic relief... but nobody calls Lucas on an action sequence.
TIM: Woo.

EXT. MOS ESPA-ARENA-ROYAL BOX-DAY (FX)

Someone has to wake JABBA to inform him that the race is over.

WILL: Kathy? You're awful quiet.
KATHERINE: Huh? WHA? I... I was just uh... thinking with my eyes closed.

INT. MOS ESPA-ARENA-PRIVATE BOX-DAY

Several ALIENS leave Watto's box, laughing and counting their money.

WILL ("The Count"): One credit! Two credits! Three credits! Ah, ah, ah!"

WATTO sees QUI-GON standing in the doorway.

TIM: "Knock-knock." "Who's there?" "... I still can't pronounce it."

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

KATHERINE: "Except the boy's mom... and the junk shop... and most of my merchandise... so actually, I'm doing all right... but I want some pity, blast it!"

WATTO flies up to QUI-GON and put his face right up against QUI-GON's. QUI-GON simply smiles.

WILL: Nothing simple about that smile.

QUI-GON: Whenever you gamble, my friend, eventually you'll lose.

WILL: "Because eventually, you'll come up against a more ruthless bastard than you are."
KATHERINE: That's actually a moral I can live with.

QUI-GON: Bring the parts to the main hangar. I'll come by your shop later so you can release the boy.
WATTO: You can't have him! It wasn't a fair bet!
QUI-GON: Perhaps you'd like to discuss it with the Hutts? I'm sure they can settle this.

WILL: And command you to reach a settlement... maybe one in the bottom of the ocean...
KATHERINE: Okay, I think we've explored all the variations on that one.

At the mention of the HUTTS, the fight goes out of WATTO.

WATTO: Take him.

TIM: Sexually suggestive line #15!
WILL: You're skipping a few numbers.
TIM: So ya HAVE been payin' attention!

EXT. TATOOINE-DESERT-NABOO SPACECRAFT-DAY

ARTOO cruises ahead of QUI-GON and PADME, who are riding one of the EOPIES. JAR JAR rides the other. They stop in front of the sleek Naboo spacecraft. OBI-WAN comes out of the ship and joins them.

WILL: You know, it's amazing that a little droid on tank treads can outpace desert-horses five or six times its size. On sand, even!

QUI-GON: Start getting this hyperdrive generator installed. I'm going back... some unfinished business. I won't be long.
OBI-WAN: Why do I sense we've picked up another pathetic life form... ?

WILL: No, Threepio and Bibble are pathetic. Anakin is merely irritating as nails on chalkboard. Jar Jar manages to be both.
KATHERINE: Obi's still young. His senses miss things.

QUI-GON: It's the boy who's responsible for getting us those parts.

Farther down the street QUI-GON and ANAKIN head toward Anakin's hovel. QUI-GON takes a handful of credits from beneath his poncho and hands them to the boy.

QUI-GON: These are yours. We sold the Pod.
ANAKIN: (suddenly beaming) All right!

WILL: Then we swindled Donald Trump and made him cry like a baby.

INT. ANAKEWS HOVEL-MAIN ROOM-DAY

SHMI is cleaning up as ANAKIN bursts through the door, followed by QUI-GON.

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

TIM: Here's your money! (waves his fingers in the air)
WILL: Did they even tell the Skywalkers they were going to sell it?

ANAKIN pulls a bag of coins out of his pocket.

SHMI: Oh, my goodness. That's wonderful.

TIM: Sexually suggestive!

QUI-GON: And Anakin has been freed.
ANAKIN: What?!?
QUI-GON: You're no longer a slave.

KATHERINE: "Now you get to be... a serf. Well, so long."

ANAKIN jumps for joy! SHMI is stunned.

WILL: "Unh! Stop jumping on me!"

ANAKIN: Did you hear that, Mom? (to Qui-Gon) Was that part of the prize, or what?
QUI-GON: Let's just say Watto has learned an important lesson about gambling.

KATHERINE: The moral...
WILL: Yeah...

SHMI: Now you can make your dreams come true, Annie.

TIM: "Except the one where you're naked in that vat of Jell-O with the Swedish ballet dancers."

SHMI: You're free! (turns to Qui-Gon) Will you take him with you? Is he to be a Jedi?

WILL: Mom sure seems eager to get rid of the boy.
TIM: Wouldn't you be?

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

KATHERINE: "We are all connected in a great... circle of life."

ANAKIN: A Jedi!

TIM and WILL: "Where? Where?"

QUI-GON kneels down to the boy.

QUI-GON: Anakin, training to be a Jedi is not an easy challenge. And even if you succeed, it's a hard life.

TIM: Sometimes ya gotta swing TWO lightsabers just to develop yer muscles between eight-hour sessions a'nappin'... I mean, meditatin'.

ANAKIN: But it's what I've always dreamed about. I want to go. Mom, can I go?
SHMI: This path has been placed before you, Annie: the choice to take it is yours alone.

WILL: Geez, she's more ineffectual that Boba Fett in the actual films.

QUI-GON: Pack your things. We haven't much time.

KATHERINE: "Yippee!"

ANAKIN: Yippee!!

KATHERINE: I was joking!

ANAKIN starts for the other room, then stops. He has realized something.

TIM: "I'll have to tape the Sci-Fi Channel for the next fourteen years."

ANAKIN: (Cont'd) What about Mom? Is she free too? You're coming, aren't you, Mom?
QUI-GON: I tried to free your mother, Annie, but Watto wouldn't have it.

KATHERINE: Her hand-wringing and face-wrinkling skills were just too valuable.

ANAKIN goes back to where SHMI is sitting. Taking both of his hands in hers, she draws him close.

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

WILL: "I can't, Mom. You've taken both of my hands in yours."

SHMI: I cannot go with you.
ANAKIN: I want to stay with you. I don't want things to change.

TIM: Don't worry, kid. Ya can always visit for "Escaped Slaves Homecomin' Day."

SHMI: But you can't stop the change. Any more than you can stop the suns from setting. Listen to your feelings, Annie; you know what's right.

KATHERINE: Isn't "listening to his feelings" what turns him to the Dark Side?
TIM: Details!

ANAKIN takes a deep breath, drops his head. QUI-GON and SHMI exchange a look of concern.

WILL: "Here, have a look of concern."
KATHERINE: "Hey, I don't want it!"

When ANAKIN raises his head, there are tears in his eyes.

ANAKIN: I'm going to miss you so much, Mom...

TIM (as E.T.): "I'll be right here."

SHMI: I love you, Annie... now hurry.

ANAKIN and SHMI hug. ANAKIN runs into the other room.

WILL: It's a two-room hovel? Where do they SLEEP? With the droid?
TIM: You said it, I didn't.

QUI-GON puts his hands on SHMI's shoulders.

QUI-GON: I will watch after him. You have my word. Will you be all right?

KATHERINE: "I don't know. Leave your hands there for a minute and let me think about it."

INT. ANAKIN'S HOVEL-SECOND ROOM-DAY

ANAKIN has thrown the last of his things in a small backpack.

TIM: Think that's everythin'... change o'clothes, toothbrush, perpetual motion machine...
WILL: Have you ever actually used a toothbrush, Tim?

As he leaves, he stops and pushes the button that wakes his droid up. THREEPIO stares at him blankly.

KATHERINE: As opposed to his usual insightful stare?

ANAKIN: Well, Threepio, I'm free. And I'm going away in a starship.
THREEPIO: Master Anakin, you are my maker, and I wish you well, but I'd prefer it if I were a little more... completed.

TIM: "Ya never built my private parts."
KATHERINE: [slaps Tim]
WILL: Actually, that explains a lot.

ANAKIN: I'm sorry I wasn't able to finish you, Threepio... give you coverings and all. I'm going to miss working on you. You've been a great pal. I'll make sure Mom doesn't sell you or anything.

THREEPIO stares at ANAKIN as he rushes out of the room.

THREEPIO: Sell me?!? Oh, dear!

KATHERINE: How useful is Threepio supposed to be to Shmi, anyway? Do overaged slave-girls entertain a lot of foreign dignitaries?
TIM: "Mom, don't sell him for food! He's my pal!"

INT. MOS ESPA-STREET-SLAVE QUARTERS-DAY

ANAKIN walks after QUI-GON, then stops to look back at his mother standing in the doorway. He turns back to QUI-GON, then turns and runs back to his mother.

KATHERINE: "Hmmm, Mr. 'Nothing Happens by Accident' or Mrs. 'Can't Stop The Suns From Setting.' I just can't decide... "

ANAKIN: (starting to cry) I can't do it, Mom. I just can't.

WILL: It's too cliched... I keep losing my motivation...

SHMI hugs ANAKIN. QUI-GON watches from the distance. She kneels down and looks him in the face.

SHMI: This is one of those times when you have to do something you don't think you can do. I know how strong you are, Annie. I know you can do this...
ANAKIN: Will I ever see you again??

TIM: "Sure, kid. I've already got my funeral hologram recorded. It says, 'Hey, Annie, don't turn evil.'"

SHMI: What does your heart tell you?
ANAKIN: I hope so... Yes... I guess.

WILL: So what do you think turns him evil? The death of Shmi, the corruption of Padme...

SHMI: Well, then we will see each other again.
ANAKIN: I will become a Jedi and come back and free you, Mom... I promise.

WILL: ...or his constant proximity to Jar Jar? "Hello-daylee, boyo! Why yousa maken dat hand-sign?... Ak, mesa throat! AK AKKKK AKKKKK-KKK"

SHMI: No matter where you are, my love will be with you. Now be brave, and don't look back... don't look back.

TIM: "Cause Darth Vader's RIGHT BEHIND YOU!" Oh, wait, that's the poster.

ANAKIN: I love you so much.

SHMI hugs ANAKIN, then turns him around so he is facing QUI-GON, and off he marches, like the brave little trooper that he is. He marches right past QUI-GON, staring straight ahead, tears in his eyes: determined not to look back.

EXT. TATOOINE-DESERT MESA-DAY

WILL: Wait. What's a "mesa?"
KATHERINE: A flat-topped hill.
WILL: Whew! I thought Jar Jar was writing set directions.

A PROBE DROID beeps and whistles to DARTH MAUL.

TIM (as Darth Maul): "How wude."

The SITH LORD gets on a speeder bike and races off into Mos Espa.

TIM: CRASH! OUCH!

EXT. TATOOINE-DESERT-NABOO SPACECRAFT-DAY

QUI-GON and ANAKIN run toward the Naboo spacecraft. ANAKIN is having a hard time keeping up.

ANAKIN: Sir, wait!

KATHERINE: What was that about a "hard life," kid?

QUI-GON turns to answer and sees a DARK-CLOAKED FIGURE bearing down on them by speeder bike.

TIM: Omigod, it's the Hoverbikin' Nun!

QUI-GON: Anakin, drop!

KATHERINE: "You'll make an easier target if you're not moving!"

ANAKIN drops to the ground just as DARTH MAUL sweeps over him. DARTH MAUL jumps off his speeder bike, and before he has hit the ground, the Sith Lord has swung a death blow with his laser sword that is barely blocked by QUI-GON.

ANAKIN picks himself up. The two galactic warriors, Sith and Jedi, are bashing at each other with incredible blows. They move in a continual cloud of dust: smashing everything around them.

TIM: Which is really #$%in' impressive, considerin' the only thing around them is sand.

This is a fierce fight. ANAKIN gets up, bewildered by the confrontation.

KATHERINE: "Dahh, iz he supposed ta be da bad guy?"

QUI-GON: (Cont'd) Annie, get to the ship! Take off! Go! Go!

QUI-GON struggles to fend off the relentless onslaught as ANAKIN races to the ship. John Williams' operatic soundtrack swells.

KATHERINE: Further proof that you can't beat Williams with a stick OR a lightsaber.

INT. NABOO SPACECRAFT-COCKPIT

CAPTAIN PANAKA, ANAKIN, and PADME rush into the cockpit where OBI-WAN and RIC OLIE are checking the hyperdrive.

CAPT. PANAKA: Qui-Gon is in trouble, he says to take off now!
PILOT: I don't see anything.

TIM: He don't see ANYTHING? Boy, if he's the pilot, that's not good.

OBI-WAN: Over there! Fly low!

TIM: What does a fly have to do with anythin'?
WILL: I think you're reaching a bit.

EXT. TATOOINE-DESERT-NABOO SPACECRAFT DAY

QUI-GON and DARTH MAUL continue their sword battle. Leaping over one another in an incredible display of acrobatics, the two warriors hear the ship fly over them a few feet off the ground. Before DARTH MAUL knows what's happening, QUI-GON is on the spacecraft's ramp.

WILL: "No, take off without me, let me have my noble sacrifice... oh, wait, you're coming this way anyway... well, okay, but I still want credit for TRYING to be a martyr."

EXT. SPACE-NABOO SPACECRAFT (FX)

The sleek spacecraft rockets away from the planet Tatooine.

INT. NABOO SPACECRAFT-HALLWAY

ANAKIN and OBI-WAN rush into the hallway to find QUI-GON collapsed on the floor opposite the entry. ARTOO is looking over him. The JEDI is breathing hard, wet with sweat and covered in dirt.

WILL: Which Jedi?
TIM: Yeah! Is there somethin' we don't know 'bout Obi-Wan's private life?
KATHERINE: Actually, we don't know ANYTHING about Obi's private life.

OBI-WAN: What was it?
QUI-GON: I don't know.. but it was well trained in the Jedi arts.

WILL: "Self Defense 101, 201, and 301 AND Ominous Vagueness 404."

ANAKIN: What are we going to do about it?
QUI-GON: We will be patient. Anakin Skywalker, meet Obi-Wan Kenobi.
ANAKIN: Pleased to meet you. Wow! You're a Jedi too?

TIM: "When I grow up, I'm gonna vaporize your ass!"

OBI-WAN gives the boy a smile.

TIM: "Sure, kid. Just pat down my cloak after I disappear ta make sure ya got all of me."

EXT. SPACE-NABOO SPACECRAFT (FX)

The ship streaks into hyperspace.

WILL: Or maybe hyperspace starts streaking around the ship. It's all relative.
KATHERINE: Relativity has nothing to do with it.

INT. NABOO PALACE-THRONE ROOM-THEED-NIGHT

NUTE sit in a strange, mechanical walking chair, which approaches SIO BIBBLE. RUNE follows a few paces behind. DROID GUARDS are also present.

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

WILL: Is there a reason Sio has been kept alive this long?
KATHERINE: To have this conversation.

BIBBLE: This invasion will gain you nothing. We're a democracy. The people have decided. They will not live under your tyranny.

KATHERINE: We're a democracy, yeah! And as soon as the Queen gets back and tells us to, we're going to vote you out of office!

NUTE: Take him away.

TIM (as droid): "Let's process him AGAIN. With the Veg-O-Matic this time. Can't make him any wussier." [metallic sniggering]

BIBBLE is taken away as OOM-9 approaches NUTE.

OOM-9: My troops are in position to begin searching for these rumored underwater villages. They will not stay hidden for long.

KATHERINE: But if the troops are hidden now, how does he know their position?
WILL: I hope the troops are waterproofed, or this will be a pretty short third act.

INT. NABOO SPACECRAFT-MAIN AREA

The ship is asleep.

TIM: [snoring sounds]

The lights are dim as PADME walks into the main room. She goes to a monitor and watches the BIBBLE plea recording.

KATHERINE: Masochist.
WILL: Yeah.

JAR JAR is stretched out in a chair snoring.

PADME appears tired. She senses someone watching her and turns around with a start. She sees ANAKIN sitting in the corner shivering and looking very dejected. She goes over to him. He looks up at her with tears in his eyes. He is holding his arms to keep himself warm.

PADME: Are you all right?
ANAKIN: It's very cold.

WILL: They've invented force-shields, lightsabers, and holograph projectors, but not thermostats. Uh huh.

PADME gives him her overjacket.

PADME: You're from a warm planet, Annie. Too warm for my taste. Space is cold.

KATHERINE: That's going to be inconvenient once they start sleeping together. Guys from Alaska and Russia like it too cold at night, and guys from Egypt, Cancun, and the Midwest like it too warm. Makes it a little uncomfortable to sleep naked next to them.
TIM: Ya speakin' from experience with ALL these examples?
[KATHERINE smiles enigmatically.]

ANAKIN: You seem sad.
PADME: The Queen is... worried. Her people are suffering... dying. She must convince the Senate to intervene, or... I'm not sure what will happen.

WILL: "I mean, the QUEEN isn't sure what... no, wait... I get so confused... "

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

ANAKIN hands a wooden pendant to PADME. She inspects it, and holds onto it.

KATHERINE: "Made... in... Taiwan... "

PADME: It's beautiful... but I don't need this to remember you. Many things will change when we reach the capital, Annie, but my caring for you will not.
ANAKIN: I care for you too... only I...

KATHERINE: ...can't finish my sentences.
WILL: ...need to work in more foreshadowing!
TIM:... care more about PIE!

PADME: ...miss your mother.

ANAKIN looks at her: unable to speak.

KATHERINE: Speechless? There is a Goddess.

She hugs him.

EXT. SPACE-PLANET CORUSCANT (FX)

MOVE with the ship as it heads toward Coruscant.

TIM: Pretty funky camera directions, there. Ya'd need a space cam.
WILL: "Cinematography by Probe Droid #Z4-D33."

EXT. CORUSCANT-CUYSCAPE-NABOO SPACECRAFT-DAY (FX)

The spacecraft flies over the endless cityscape of Coruscant, the capital of the galaxy.

INT. NABOO SPACECRAFT-COCKPIT

ANAKIN looks out the cockpit window in awe.

RIC OLIE: Coruscant... the capital of the Republic... the entire planet is one big city.

WILL: No ecosystem whatsoever, so of course all the politicians will asphyxiate and die within weeks, and then we'll start over.
KATHERINE: We prefer to think of it as "term limits."

EXT. NABOO SPACECRAFT-DAY (FX)

The ship flies through the cityscape of Coruscant.

KATHERINE: Great name for a capital, though. Theirs means "gleaming" while ours means "2,000 pounds of dirty laundry."

EXT. CORUSCANT-SENATE LANDING PLATFORM-DAY

RIC OLIE: And look, Senator Palpatine has come out to meet us.

KATHERINE: And he's brought Dan Quayle and Mario Cuomo! Now we'll see some action!

Sure enough, Supreme Chancellor VALORUM, SEVERAL GUARDS, and SENATOR PALPATINE stand on a landing platform. The sleek Naboo spacecraft lands on the platform high above the street level of the galactic capital. The ramp lowers. OBI-WAN, QUI-GON, JAR JAR, and ANAKIN descend the ramp first and bow before PALPATINE and VALORUM.

CAPTAIN PANAKA, TWO GUARDS, QUEEN AMIDALA, then PADME, RABE, URTAE, and MORE GUARDS descend the ramp. QUEEN AMIDALA stops before the group.

ANAKIN and JAR JAR stand to one side, looking at the huge city. PADME smiles at ANAKIN. PALPATINE bows slightly before the QUEEN.

PALPATINE: It is a great gift to see you alive, Majesty. May I present Supreme Chancellor Valorum.

TIM: "I dunno, may you?" No, wait...

VALORUM: I've called for a special session of the Senate to hear your position.
AMIDALA: I am grateful for your concern, Chancellor.

PALPATINE starts to lead QUEEN AMIDALA and her RETINUE off the platform toward a waiting air taxi.

KATHERINE: Wait. They have a whole line of protocol droids and they give the Queen a TAXI??

PALPATINE: There is a question of procedure, but I feel confident we can over come it...

TIM: Waitaminnit... "procedure"... Sidious mentioned "procedures" too... Sidious has gotta be a politician! Prob'ly this Valorum weasel.

QUI-GON directs his attention to VALORUM.

TIM: Yeah, just kill 'im now.

QUI-GON: I must speak with the Jedi High Council immediately. The situation has become much more complicated.

KATHERINE: "A funny thing happened on my way to Coruscant... "

Click for part 4...
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