Star wars: episode II attack of the clones


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v. 2.0

By George Lucas & Jonathan Hales

Script Expansion by Christopher McElroy (

The following is based on a screenplay available in the public domain, incorporating material published by Del Rey Books, Dark Horse Comics, and Scholastic Books. No copyright infringement is intended. The following is for entertainment purposes only.




TITLE CARD: A long time ago in a galaxy far, far away....
A vast sea of stars serves as the backdrop for the main title, followed by a roll up, which crawls up into infinity...

Episode II

There is unrest in the Galactic Senate.

Several thousand solar systems have

declared their intentions to secede from

the Republic.
The separatist movement, under the leadership

of Count Dooku, has made it difficult for

the limited number of Jedi Knights

to maintain peace and order in the galaxy.
Senator Amidala, the former Queen of Naboo,

is returning to the Galactic Senate to vote on

the critical issue of creating an ARMY OF THE

REPUBLIC to assist the overwhelmed Jedi…

PAN UP through a vast sea of stars to reveal the amber city-planet of Coruscant. Two yellow N-1 Naboo starfighters fly OVER CAMERA towards the planet, followed by a large chrome-covered Naboo cruiser and one more fighter.

A LIEUTENANT and TWO SECURITY OFFICERS address SENATOR AMIDALA as the Cruiser nears the planet.
LIEUTENANT: Senator, we’re making our final approach in to Coruscant.

SENATOR AMIDALA: Very good, Lieutenant.
The ships skim across the surface of the city landscape. The sun glints off the chrome hulls of the sleek Naboo spacecraft as they navigate between the buildings of the capital planet. The ships fly into a thick bank of smog that covers the skyline.
Two Naboo fighters land on one leaf of a three-leaf-clover landing platform. The Naboo Cruiser lands on the central leaf, and the third fighter lands on the remaining platform.
A small GROUP OF DIGNITARIES waits to welcome the Senator. A FEMALE PILOT steps out of her N-1 and walks toward the group. Behind her, ARTOO-DETOO drops down from the Naboo fighter. The other FIGHTER PILOT jumps from the wing of his ship and removes his helmet, revealing himself as a black man with an eyepatch over one eye. He is CAPTAIN TYPHO, Senator Amidala’s Security Officer. He moves over to the FEMALE PILOT.
TYPHO: We made it.
The ramp lowers. TWO NABOO GUARDS appear first. Then Senator Amidala, her handmaiden VERSE and FOUR TROOPERS descend the ramp. Amidala is more beautiful now than she was ten years earlier when, as Queen, she was freeing her people from the yoke of the Trade Federation. The dignitaries start to move forward.
TYPHO: I guess I was wrong, there was no danger at all…

FEMALE PILOT: There’s always danger, Captain. Sometimes we’re just lucky enough to avoid it.
Senator Amidala reaches the foot of the ramp --

-- when suddenly there is a blinding FLASH and a HUGE EXPLOSION!!! The dignitaries and pilots are hurled to the ground as the gleaming starship is instantly destroyed.

Klaxons blare, alarms sound! In what seems like an instant, many dead and wounded victims lay scattered about the platform. Captain Typho and the escort pilot gets up and run to where Senator Amidala lies dying. The female pilot pulls off her helmet, revealing herself as the real PADME NABERRIE AMIDALA, Senator of Naboo.
PADME: Corde…
Padme kneels down and gathers her decoy double in her arms. The woman is horribly injured – it’s clear nothing can save her. Corde’s eyes open. She looks up at her…
CORDE: I’m so sorry, m’lady… i’ve failed you, senator….

Corde dies in Padme’s arms without hearing her denial. She hugs her late decoy, sobbing uncontrollably.
TYPHO: M’Lady, you are still in danger here.
Padme lowers Corde’s lifeless body to the ground, slowly gets up, and looks with tear-streaked eyes at the devastation around her. Artoo Detoo rolls up alongside them -- Typho’s Artoo unit lies destroyed in the distance. Typho looks around nervously.
PADME: I shouldn’t have come back.

TYPHO: This vote is very important. You did your duty -- Corde did hers. Now come.
Padme doesn’t move. She continues to stare glassy-eyed at the carnage around her.
TYPHO: Senator Amidala, please!
She slowly turns, and they walk away. Artoo lets out a small whimper and rolls after them.
The massive Senate Building glistens in the afternoon sun. Small patches of fog have still to burn off.

The vast rotunda is buzzing with chatter. MAS AMEDDA, the Supreme Chancellor’s majordomo, tries to quiet things down as SUPREME CHANCELLOR PALPATINE confers with an aide, UV GIZEN, who rides on a small one-man floating scooter.

UV GIZEN: They are afraid, Supreme Chancellor. Many have heard reports of demonstrations, even violent activity near this very building. The separatists –

PALPATINE: They are a troublesome group. It would seem that Count Dooku has whipped them into murderous frenzy. Or perhaps their frustrations are mounting despite the effort of that estimable former Jedi to calm them. Either way, the separatists must be taken seriously.
Mas Amedda pounds the podium for silence.
MAS AMEDDA: Order! We shall have order! The motion for the Republic to commission an army takes precedence, and that is what we will vote on at this time.
Everything quiets down. The aide disperses, and with a grim look on his face, Palpatine then steps to the podium.
PALPATINE: My esteemed colleagues, excuse me…I have just received some tragic and disturbing news. Senator Amidala of the Naboo system…has been assassinated.
There is a shocked silence in the vast arena.
PALPATINE: This… grievous blow…is especially personal to me. Before I became Chancellor, I served Amidala when she was Queen. She was a great leader who fought for justice – not only here in this honorable assembly, but also on her home planet. (sad beat, then continues) She was so loved, the people would have gladly elected her Queen for life. She believed in public service, and she fervently believed in democracy. Her death is a great loss to us all. We will all mourn her as a relentless champion of freedom… and as a dear friend.
A moment of silence. Then three-eyed Senator ASK AAK of the Congress of Malastare raises his floating podium into view before Chancellor Palpatine’s podium.
ASK AAK: How many more senators will die before this civil strife ends?!? We must confront these rebels now, and we need an army to do it!!
A second pod comes into view. Inside it is DARSANA, Ambassador of Glee Anselm.

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

Senator ORN FREE TAA floats into view next.
ORN FREE TAA: The Republic needs more security NOW – before it comes to war!!

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

ORN FREE TAA: (incredulous) You say this while your friend lies dead, assassinated by those same people with whom you wish to negotiate?!?
The crowd erupts in a fury. Dissenting opinions fill the air, and Mas Amedda tries to calm things down. Suddenly, to Palpatine’s and the Senate’s surprise, Senator Amidala (with Captain Typho, a well-dressed JAR JAR BINKS and the handmaiden DORME in tow) comes forward in her pod!!
PADME: My noble colleagues, I concur with the Supreme Chancellor. At all costs, we do not want war!!
A shocked beat of silence. Then the Senate fills with wild cheering and applause. Palpatine is stunned, but quickly recovers.
PALPATINE: I-it is with great surprise and joy the chair recognizes the Senator from Naboo, Padme Amidala.

PADME: Less than an hour ago, an assassination attempt was made against my life. One of my bodyguards and six others were ruthlessly and senselessly murdered. (lets that sink in) I was the target. But more importantly, I believe this security measure before you was the target. I have led the opposition to build an army…but there is somebody in this body who will stop at nothing to assure its’ passage…
Several Senators leap out of their seats, booing Padme loudly. Others shake their heads in confusion – is Padme accusing one of them of attempted murder?!?
PADME: I warn you. If you vote to create this army, war will follow. I have experienced the misery of war firsthand – I do not wish to do so again.

The Senate is filled with jeers and boos.

ORN FREE TAA: This is insanity, I say! I move that we defer this vote immediately!
The Senators are now arguing and yelling at each other, both for and against her statements. Padme’s iron temper slips.
The Senate is stunned into silence.
PADME: You must wake up!! If we offer the separatists violence, they can only show us violence in return! Many will lose their lives, ALL will lose their freedom! This decision could well destroy the very foundation of our great Republic! I pray you do not let fear push you into a disastrous decision. VOTE DOWN this security measure, which is nothing less than a declaration of war! Does anyone here WANT that?? I cannot believe they do…
There is an undercurrent of boos and groans from the Senators. Orn Free Taa moves his pod next to Padme’s.
ORN FREE TAA: My motion to defer the vote must be dealt with first. That is the rule of law.
Padme stares daggers at the obese Twi’lek senator. Palpatine looks at her with a mixture of pity and weariness.
PALPATINE: In view of the lateness of the hour and the seriousness of this motion, we will take up these matters tomorrow. Until then, the Senate stands adjourned.
On Padme’s pod, a small viewscreen comes up, saying that the Chancellor wants to meet with her in private.
The giant towers of the Republic Executive Building seem to reach the heavens. Traffic clogs the smoggy sky.
A weary Chancellor Palpatine sits behind his desk with his female aide SLY MOORE alongside him. Two RED-CLAD ROYAL GUARDS stand on either side of the door at the other end of the room. YODA, PLO KOON, KI-ADI MUNDI and MACE WINDU sit across from him. Behind them stand the Jedi LUMINARA UNDULI and her Padawan, BARRISS OFFEE.

PALPATINE: I don't know how much longer I can hold off the vote, my friends. And I fear that further delay on this definitive issue might well erode the Republic through attrition. More and more star systems are joining the separatists.

MACE WINDU: When the vote is done, if they do break away -

PALPATINE: No! I will not let this Republic that has stood for a thousand years be split in two! My negotiations will not fail.

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

PALPATINE: Master Yoda, do you think it will really come to war?
The little green Jedi Master closes his eyes and concentrates.

YODA: Worse than war, I fear…much worse.


MACE WINDU: What do you sense, Master?

YODA: Hmm…The Dark Side clouds everything. Impossible to see, the future is. But this I am sure of…(opens his eyes) Do their duty, the Jedi will.
A muted buzzer sounds. A hologram of a Rodian aide, DAR WAC, appears on the Chancellor’s desk.
DAR WAC: (in Huttese) The Loyalist Committee has arrived, Your Honor.

PALPATINE: Good. Send them in. We will discuss this matter later.
Mace rubs his chin, his thoughts troubled. The others all stand as Senator Amidala, Captain Typho, Mas Amedda, Dorme, and Senators (BAIL ORGANA, Jar Jar Binks, and HOROX RYYDER) and their ATTENDANTS enter the office. As Yoda moves to greet the Senator, he taps Amidala with his cane.
YODA: Padme, your tragedy on the landing platform…terrible. With you the Force is strong, young Senator. Seeing you alive brings warm feelings to my heart.

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

MACE WINDU: (gets up and joins them) Our intelligence points to disgruntled spice miners on the moon of Naboo.
Padme frowns, shaking her head.

PADME: I don’t wish to disagree…but I think that Count Dooku was behind it.

The assembled group looks at each other in surprise. Mace Windu is most disturbed of all.
KI-ADI MUNDI: He is a political idealist. Not a murderer.

MACE WINDU: You know, my Lady, Count Dooku was once a Jedi. (smiles) He couldn’t assassinate anyone. It’s not in his character.

PALPATINE: Count Dooku has always avoided any kind of conflict. It appears he has no desire to start a war. Why would he kill you? To what end?

PADME: I don’t know. But everything in my being tells me he was behind it.

YODA: Hmm. In dark times, nothing is what it appears to be. But the fact remains for certain, Senator…in grave danger you are.
Palpatine walks to the window and looks out at the vast city, his back to the others. He thinks for a moment, then turns around.
PALPATINE: (to Mace) Master Jedi, may I suggest the Senator be placed under the protection of your graces.

BAIL ORGANA: Do you really think that is a wise decision under these stressful times? Thousands of systems have gone over to the separatists, and many more may soon join them. The Jedi are our --

PADME: Chancellor, if I may comment, I do not believe the –

PALPATINE: (finishes her sentence) -- situation is that serious, no. But I do, Senator.

PADME: Chancellor, please! I don’t want any more guards!
Palpatine considers this. Unnoticed, Yoda narrows his eyes and scowls at him.
PALPATINE: I realize all too well that additional security might be disruptive for you. But perhaps someone you are familiar with, an old friend, like…Master Kenobi?
He looks at Mace as he suggests this. Mace nods.
MACE WINDU: That’s possible. He’s just returned from a border dispute on Ansion.

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

PADME: This is not necessary, Chancellor.

PALPATINE: I insist – do it for me, M’Lady, please. I will rest easier. We had a big scare today. The thought of losing you… is unbearable.
Padme lets out a reluctant sigh.
MACE WINDU: I will have Obi-Wan report to you immediately, M’Lady.

PADME: (resigned) Thank you, Master Jedi.
Mace bows before Padme and leaves. Yoda hobbles to her side next and leans into her ear.
YODA: Too little about yourself you worry Senator, and too much about politics. Be mindful of your danger, Padme. Accept our help.
The Jedi leave the office.
A graceful skyscraper shines in the sunset light of Coruscant.
In a moving windowed elevator attached to the outside of the Senate Building, two Jedi wait. They are OBI-WAN KENOBI and ANAKIN SKYWALKER. Obi-Wan is now thirty-five, with long hair and a graying beard. He strongly resembles the late Qui-Gon Jinn now, in more ways than one. Anakin, meanwhile, is virtually unrecognizable. The nineteen-year-old towers over Obi-Wan, and is lanky and handsome. While he wears his hair in the manner of a Padawan Learner (short and spiky with a long braid), his uniform is darker and more stylish than the usual apprentice. Obi-Wan waits patiently as the elevator climbs; Anakin squirms and nervously rearranges his robes.
OBI-WAN: You seem a little on edge.

ANAKIN: Not at all.

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

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

OBI-WAN: (beat) Oh...yes.
Obi-Wan laughs quietly. Anakin grins, but remains on edge.

OBI-WAN: You’re sweating. Relax. Take a deep breath.

ANAKIN: I haven’t seen her in ten years, Master…

OBI-WAN: She’s not the Queen anymore.

ANAKIN: (under his breath) That’s not why I’m nervous.
The door to the apartment slides open. Jar Jar walks into the corridor, and spots Obi-Wan and Anakin exiting the elevator. He recognizes Obi-Wan and becomes extremely excited, jumping around in glee, shaking his hand.
JAR JAR: Obi? OBI!! Mesa sooooo smilin’ to see yousa!! WAHOOO!!!

OBI-WAN: (grins) It’s good to see you too, Jar Jar.
Jar Jar calms down and looks over at Anakin.

JAR JAR: And dis, mesa guessin’, issen yousa appren…tice… (like Andy Kaufman’s Latka) Nooooooo!!! ANI?!?
Anakin nods and smiles.
JAR JAR: Nooooooo!! Little bitty Ani?!?
Anakin nods again, grinning.
JAR JAR: NOOOOOOO!! Yousa so biggen!! Yiyiyiyiyi!! Ani!!

ANAKIN: Hi, Jar Jar.
Jar Jar grabs hold of Anakin and envelops him in a huge hug.
JAR JAR: Shesa expecting yousa. Ani…Mesa no believen!
Padme is in a conference with Captain Typho and Dorme at the open balcony of her apartment. Jar Jar enters the room, followed by the two Jedi.
JAR JAR: Senator Padme! Mesa palos here. Lookee lookee, Senator. Desa Jedi arriven!
Padme, Dorme and Typho leave the balcony and walk into the apartment as Obi-Wan and Anakin stop before the Senator. Obi-Wan steps forward and bows before Padme. Anakin stares at Padme; she glances at him.
OBI-WAN: It’s a great pleasure to see you again, M’Lady.
Padme walks over to Obi-Wan and takes his hand in hers.

PADME: It’s been far too long, Master Kenobi. I’m so glad our paths have crossed again…but I must warn you that I think your presence here is totally unnecessary.

OBI-WAN: Well, I’m sure the Jedi Council has their reasons.
Padme’s eyes go wide as she notices…
She doesn’t seem to recognize the now fully-grown Anakin. The apprentice steps forward before her.
PADME: My goodness, you’ve grown.
They stare at each other for a long moment.
ANAKIN: So have you…grown more beautiful, I mean.
Obi-Wan glares at Anakin’s attempt to be smooth. Anakin notices and gets nervous.
ANAKIN: Well, for a Senator, I mean…
Padme laughs and shakes her head.
PADME: Ani, you’ll always be that little boy I knew on Tatooine.
Anakin blushes and looks down as Obi-Wan and Typho smile.
OBI-WAN: Our presence here will be invisible, M’Lady, I can assure you.

The group sits down to discuss the security arrangements.

TYPHO: I’m Captain Typho, head of Her Majesty’s security service. Queen Jamillia has been informed of your assignment. I’m very grateful you’re 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!

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

ANAKIN: We will find out who’s trying to kill you, Padme. I promise you.
Obi-Wan looks askance at Anakin as he boldly declares this. He’s done it again. Anakin bites his lip, in frustration and shame.
OBI-WAN: We will not exceed our mandate, my young Padawan learner.

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

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


OBI-WAN: (sharply) What??!!

Jar Jar gulps.

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

OBI-WAN: We will do exactly as the Council has instructed. (beat) And you will learn your place, young one.
Anakin lowers his head. Padme and Typho have been watching this scene sympathetically. Now Padme gets up.
PADME: Perhaps with merely your presence, the mysteries surrounding this threat will be revealed. Now, if you will excuse me, I will retire.
Everyone else gets up. Obi-Wan gives Amidala a slight bow as she and Dorme leave the room.
TYPHO: Well, I know I feel a lot better having you here.

ANAKIN: What have you learned?
Obi-Wan throws Anakin a warning look.
TYPHO: Not much. She’s very determined to deal with the separatists through negotiation and not force. But the attempts on her life, even though they’ve failed, have only strengthened the opposition to her viewpoint in the Senate.

OBI-WAN: And since the separatists would not logically wish to see a Republic army formed…

TYPHO: We’re left without a clue. In any such incident, the first questioning eyes turn towards Count Dooku and the separatists…(quickly, on Obi-Wan’s sour look) or to some of those loyal to his movement at least. But why they’d go after Senator Amidala is anyone’s guess.

OBI-WAN: (“end of discussion”) And we are not here to guess, but merely to protect.

TYPHO: (bows) I’ll have an officer situated on every floor, and I’ll be at the control center downstairs.
Typho leaves, and Obi-Wan starts to look around the apartment.
JAR JAR: Mesa busten wit happiness seein yousa again, Ani. Desa bad times, bombad times.

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

JAR JAR: Shesa happy. Happier den mesa seein her in a longo time.
OBI-WAN: You’re focusing on the negative, Anakin. Be mindful of your thoughts. (kind smile) She was pleased to see us. Now lets check the security.
ANAKIN: Yes, my master.
An armor-clad bounty hunter, JANGO FETT, waits on the ledge of a skyscraper as another bounty hunter, ZAM WESELL, a woman with a veiled face, steps from her hovering green speeder and approaches Fett.

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