variousscripts.txt

Star Wars: Episode 1:The Phantom Menace

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 1 THE PHANTOM MENACE

Turmoil has engulfed the Galactic Republic. The taxation of trade routes to
outlaying star systems is in dispute.
Hoping to resolve the matter with a blockade of deadly battleships, the
greedy Trade Federation has stopped all shipping to the small planet of
Naboo.
While the congress of the Republic endlessly debates this alarming chain of
events, the Supreme Chancellor has secretly dispatched two Jedi Knights,
the guardians of peace and justice in the galaxy, to settle the
conflict.....

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

INT. REPUBLIC CRUISER - COCKPIT


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

QUI-GON : (off screen voice) Captain.

The Captain turns to an unseen figure sitting behind her.

CAPTAIN : Yes, sir?
QUI-GON : (V.O) Tell them we wish to board at once.
CAPTAIN : Yes, sir.

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

CAPTAIN : (cont'd) With all due respect for the Trade Federation, the
Ambassodors for the Supreme Chancellor wish to board immediately.
NUTE : Yes, yes, of coarse...ahhh...as you know, our blockade is perfectly
legal, and we'd be happy to recieve the Ambassador...Happy to.

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

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

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

INT. FEDERATION BATTLESHIP - DOCKING BAY - SPACE

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

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

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

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

They move off down the hallway.

EG-9 : A Republic cruiser! That's trouble...don't you think?
PR-4 : I'm not made to think.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

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

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

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

OBI-WAN : I have a bad feeling about this.
QUI-GON : I don't sense anything.
OBI-WAN : It's not about the mission, Master, it's
somethging...elsewhere...elusive.
QUI-GON : Don't center on your anxiety, Obi-Wan. Keep your concentration
here and now where it belongs.
OBI-WAN : Master Yoda says I should be mindful of the future...
QUI-GON : .....but not at the expense of the moment. Be mindful of the
living Force, my young Padawan.
OBI-WAN : Yes, Master...how do you think the trade viceroy will deal with
the chancellor's demands?
QUI-GON : These Federation types are cowards. The negotiations will be
short.

INT. FEDERATION BATTLESHIP - BRIDGE

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

NUTE : (shaken) What?!? What did you say?
TC-14 : The Ambassadors are Jedi Knights, I believe.
DOFINE : I knew it! They were sent to force a settlement, eh. Blind me,
we're done for!

INT. FEDERATION BATTLESHIP - HALLWAY

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

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

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

TC14 : Oh, excuse me, so sorry.

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

INT. FEDERATION BATTLESHIP - BRIDGE

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

OWO-1 : Not sure exactly what...

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

NUTE : What in blazes is going on down there?
RUNE : Have you ever encountered a Jedi Knight before, sir?
NUTE : Well, not exactly, but I don't...(panicked) Seal off the bridge.
RUNE : That won't be enough, sir.

The doors to the bridge SLAM shut.

NUTE : I want destroyer droids up here at once!!!
RUNE : We will not survive this.

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

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

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

INT. FEDERATION BATTLESHIP - BRIDGE

The CREW is very nervous as sparks start flying around the bridge door.
QUI-GON and OBI-WAN are on the view screen.

NUTE : Close the blast doors!!!

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

RUNE : ...They're still coming through!

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

NUTE : Impossible!! This is impossible!!
RUNE : Where are those destroyer droids?!

INT. FEDERATION BATTLESHIP - HALLWAY - OUTSIDE BRIDGE

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

QUI-GON : Destroyer droids!
OBI-WAN : Offhand, I'd say this mission is past the negotiaion stage.

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

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

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

OBI-WAN : They have shield generators!
QUI-GON : It's a standoff! Let's go!

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand on the bridge, watching the view screen as the WHEEL
DROIDS' POV speeds to the doorway.

RUNE : We have them on the run, sir...they're no match for destroyer
droids.
TEY HOW : Sir, they've gone up the ventilation shaft.

INT. FEDERATION BATTLESHIP - MAIN BAY

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

QUI-GON : Battle droids.
OBI-WAN : It's an invisible army.
QUI-GON : It's an odd play for the Trade Federation. We've got to warn the
Naboo and contact Chancellor Valorum. Let's split up. Stow aboard separate
ships and meet down on the planet.
OBI-WAN : You were right about one thing, Master. The negotiations were
short.

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW recieves a transmission.

TEY HOW : Sir, a transmission from the planet.
RUNE : It's Queen Amidala herself.
NUTE : At last we're getting results.

On the view screen, QUEEN AMIDALA appears in her throne room. Wearing her
elaborate headdress and robes, she sits, surrounded by the GOVERNING
COUNCIL and FOUR HANDMAIDENS, EIRTAE, YANE, RABE, and SACHE.

NUTE : (cont'd) Again you come before me, Your highness. The Federation is
pleased.
AMIDALA : You will not be pleased when you hear what I have to say,
Viceroy...Your trade boycott of our planet has ended.

NUTE smirks at RUNE.

NUTE : I was not aware of such a failure.
AMIDALA : I have word that the Senate is finally voting on this blockade of
yours.
NUTE : I take it you know the outcome. I wonder why they bother to vote.
AMIDALA : Enough of this pretense, Viceroy! I'm aware the Chancellor's
Ambassadors are with you now, and that you have beencommanded to reach a
settlement.
NUTE : I know nothing about any Ambassadors...you must be mistaken.

AMIDALA, surprised at his reaction, studies him carefully.

AMIDALA : Beware, Viceroy....the Federation is going too far this time.
NUTE : Your Highness, we would never do anything without the approval of
the Senate. You assume too much.
AMIDALA : We will see.

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

RUNE : She's right, the Senate will never....
NUTE : It's too late now.
RUNE : Do you think she suspects an attack?
NUTE : I don't know, but we must move quickly to disrupt all communications
down there.

INT. NABOO PALACE - THRONE ROOM

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

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

The hologram of PALPATIONE sputters and fades away.

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

CAPTAIN PANAKA turns to his SARGEANT

CAPT. PANAKA : Check the transmission generators...
BIBBLE : A malfunction?
CAPT. PANAKA : It could be the Federation jamming us. Your Highness.
BIBBLE : A communications disruption can only mean one thing. Invasion.
AMIDALA : Don't jump to conclusions, Governor. The Federation would not
dare go that far.
CAPT. PANAKA : The Senate would revoke their trade franchise, and they'd be
finished.
AMIDALA : We must continue to rely on negotiation.
BIBBLE : Negotiation? We've lost all communications!...and where atre the
Chancellors Ambassadors? How can we negotiate? We must prepare to defend
ourselves.
CAPT. PANAKA : This is a dangerous situation, Your Highness. Our security
volunteers will be no match against a battle-hardened Federation army.
AMIDALA : I will not condone a course of action that will lead us to war.

EXT. SPACE LANDING CRAFT - TWILIGHT (FX)

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

EXT. NABOO SWAMP - SHALLOW LAKE - TWILIGHT

Three landing craft slowly descend through the cloud cover of the
perpetually gray twilight side of the planet. One by one, the Federation
warships land in the eerie swamp.
OBI-WAN's head emerges from the mud of a shallow lake. For in the
background, the activities of the invasion force can be seen in the mist.
OBI-WAN takes several deep breaths, then dissapears again under the muddy
swamp. Troop Transports (MTT's) emerge from the landing craft.

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

The droid invasion force moves out of the swamp and onto a grassy plain.
OOM-9, in his tank, looks out over the vast ARMY marching across the
rolling hills. A small hologram of RUNE and NUTE stands on the tank.

RUNE : ...and there is no trace of the Jedi. They may have gotton onto one
of your landing craft.
OOM-9 : If they are down here, sir, we'll find them. We are moving out of
the swamp and are marching on the cities. We are meeting no resistance.
NUTE : Excellent.

EXT. NABOO SWAMP - TWILIGHT

QUI-GON runs through the strange landscape, glancing back to see the
monstrous troop transports, emerging from the mist. Animals begin to run
past him in a panic.
An odd, frog-like Gungan, JAR JAR INKS, squats holding a clam he has
retrieved from the murky swamp. The shell pops open. JAR JAR's greta tongue
snaps out and grabs the clam, swallowing it in one gulp.
JAR JAR looks up and sees QUI-GON and the other creatures running like the
wind toward him. One of the huge MTT's bears down on the JEDI like a
charging locomotive. JAR JAR stands transfixed, still holding the clam
shell in one hand.

JAR JAR : Oh, noooooooooo!

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

JAR JAR : (Cont'd) Hey, help me! Help me!!
QUI-GON : Let go!

The machine is about tp crush them as QUI-GON drags JAR JAR behind him.
Just as the transport is about to hit them, QUI-GON drops, and JAR JAR goes
splat into the mud with him. The transport races overhead.
QUI-GON and JAR JAR pull themselves out of the mud. They stand watching the
war machine dissapear into the mist. JAR JAR grabs QUI-GON and hugs him.

JAR JAR : Oyi, mooie-mooie! I luv yous!

The frog-like creature kisses the JEDI.

QUI-GON : Are you brainless? You almost got us killed!
JAR JAR : I spake.
QUI-GON : The ability to speak does not make you intelligent. Now get outta
here!

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

JAR JAR : No...no! Mesa stay...Mesa yous humble servaunt.
QUI-GON : That wont be necessary.
JAR JAR : Oh boot tis! Tis demunded byda guds. Tis a live debett, tis. Mesa
culled Jaja Binkss.

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

QUI-GON : I have no time for this now...
JAR JAR : Say what?

The two STAPS barrell down on OBI-WAN.

JAR JAR : (cont'd) Oh, nooooo! Weesa ganna....

QUI-GON throws JAR JAR into the mud.

QUI-GON : Stay down!

His head pops up.

JAR JAR : ...dieeee!

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

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

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

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

OBI-WAN nods sheeplishly.

QUI-GON : (cont'd) It won't take long to recharge, but this is a lesson I
hope you've learned, my young Padawan.
OBI-WAN : Yes, Master.
JAR JAR : Yousa sav-ed my again, hey?
OBI-WAN : What's this?
QUI-GON : A local. Let's go, before more of those droids show up.
JAR JAR : Mure? Mure did you spake??!?

OBI-WAN and QUI-GON start to run. JAR JAR tries to keep up.

JAR JAR : (cont'd) Ex-squeeze me, but da moto grande safe place would be
Otoh Gunga. Tis where I grew up...Tis safe city.

They all stop.

QUI-GON : A city! (JAR JAR nods his head) Can you take us there?
JAR JAR : Ahhh, will...on second taut...no, not willy.
QUI-GON : No??!
JAR JAR : Iss embarrissing, boot... My afrai my've bean banished. My
forgoten der Bosses would do terrible tings to my. Terrible tings if my
goen back dare.

A PULSATING SOUND is heard in the distance.

QUI-GON : You hear that?

JAR JAR shakes his head yes.

QUI-GON : (cont'd) That's the sound of a thousand terrible things heading
this way...
OBI-WAN : When they find us, they will crush us, grind us into little
pieces, then blast us into oblivion!
JAR JAR : Oh! Yousa point is well seen. Dis way! Hurry!

JAR JAR turns and runs into the swamp.

EXT. NABOO SWAMP LAKE - TWILIGHT

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

QUI-GON : Much farther?
JAR JAR : Wesa goen underwater, okeyday?

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

JAR JAR : (cont'd) My warning yous. Gungans no liken outlaunders. Don't
expict a wern welcome.
OBI-WAN : Don't worry, this has not been our day for warm welcomes.

JAR JAR jumps, does a double somersault with a twist, and dives into the
water.
Breath masks on, QUI-GON and OBI-WAN wade in after him.

EXT. NABOO LAKE - UNDERWATER

QUI-GON and OBI-WAN swim behind JAR JAR, who is very much at home in the
water. Down they swim into murky depths. In the distance the glow of Otoh
Gunga, an underwater city made up of large bubbles, becomes more distinct.
They approach the strange, art nouveau habitat. JAR JAR swims magically
through one of the bubble membranes, which seals behind him. OBI-WAN and
QUI-GON follow.

INT. OTOH GUNGA - CITY SQUARE

GUNGANS in the square scatter when they see the strange JEDI. Four GUARDS
armed with long electro-poles ride two-legged KAADUS into the square. The
GUARDS, led by CAPTAIN TARPALS, point their lethal poles at the dripping
trio.

JAR JAR : Heyo-dalee, Cap'n Tarpals, Mesa back!
CAPT. TARPALS : Noah gain, Jar Jar. Yousa goen tada Bosses. Yousa in big
dudu this time.

CAPT. TARPALS gives JAR JAR a slight zap with his power pole. JAR JAR jumps
and moves off, followed by the two JEDI.

JAR JAR : How wude.

INT. OTOH GUNGA - HIGH TOWER BOARD ROOM

The Bosses' Board Room has bubble walls, with small lighted fish swimming
around outside like moving stars. A long circular judge's bench filled with
GUNGAN OFFICIALS dominates the room. OBI-WAN and QUI-GON stand facing BOSS
NASS, who sits on a bench higher than the others.

BOSS NASS : Yousa cannot bees hair. Dis army of mackineeks up dare tis new
weesong!
QUI-GON : That droid army is about to attack the Naboo. We must warn them.
BOSS NASS : Wesa no like da Naboo! Un dey no like uss-ens. Da Naboo tink
day so smarty den us-ens. Day tink day brains so big.
OBI-WAN : After those droids take control of the surface, they will come
here and take control of you.
BOSS NASS : No, mesa no tink so. Mesa scant talkie witda Naboo, and no
nutten talkie it outlaunders. Dos mackineeks no comen here! Dey not know of
uss-en.
OBI-WAN : You and the Naboo form a symbiont circle. What happens to noe of
you will affect the other. You must understand this.
BOSS NASS : Wesa wish no nutten in yousa tings, outlaunder, and wesa no
care-n about da Naboo.
QUI-GON : (waves his hand) Then speed us on our way.
BOSS NASS : Wesa gonna speed yousaway.
QUI-GON : We need a transport.
BOSS NASS : Wesa give yousa una bongo. Da speedest way tooda Naboo tis goen
through da core. Now go.
QUI-GON : Thank you for your help. We go in peace.

QUI-GON and OBI-WAN turn to leave.

OBI-WAN : Master, whats a bongo?
QUI-GON : A transport, I hope.

The JEDI notice JAR JAR in chains to one side, waiting to hear his verdict.
QUI-GON stops. JAR JAR gives him a forlorn look.

JAR JAR : Daza setten yous up. Goen through da planet core is bad bombin!!
QUI-GON : Thank you, my friend.
JAR JAR : Ahhh...any hep hair would be hot.

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

OBI-WAN : We are short of time, Master.
QUI-GON : We'll need a navigator to get us through the planet's core. This
Gungan my be of help.

QUI-GON walks bact to BOSS NASS.

QUI-GON : (cont'd) What is to become of Jar Jar Binks here?
BOSS NASS : Binkss brokeen the nocombackie law. Hisen to be pune-ished.
QUI-GON : He has been a great help to us. I hope the punishment will not be
too severe.
BOSS NASS : Pounded unto death.
JAR JAR : (grimacing) Oooooh...Ouch!

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

QUI-GON : We need a navigator to get us through the planet's core. I have
saved Jar Jar Binks' life. He owes me what you call a "life.debt."
BOSS NASS : Binks. Yousa havena liveplay with thisen hisen?

JAR JAR nods and joins the JEDI. QUI-GON waves his hand.

QUI-GON : Your gods demand that his life belongs to me now.
BOSS NASS : Hisen live tis yos, outlauder. Begone wit him.
JAR JAR : Count mesa outta dis! Better dead here, den deader in da
core...Yee guds, whata mesa sayin?!

EXT. NABOO CITY - UNDERWATER - SUB (FX)

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

INT. SUB COCKPIT - UNDERWATER

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

JAR JAR : Dis is nusen.
OBI-WAN : Master, why do you keep dragging these pathetic life forms along
with us?...Here, take over.
JAR JAR : Hey, ho? Where wesa goen??
QUI-GON : You're the navigator.
JAR JAR : Yo dreamen mesa hopen...,br QUI-GON : Just relax, the Force will
guide us...
JAR JAR : Ooooh, maxibig..."da Force"...Wellen, dat smells stinkowiff.

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

OBI-WAN : Why were you banished, Jar Jar?
JAR JAR : Tis a long tale, buta small part wawdabe
mesa...ooooh...aaaa.....clumsy.
OBI-WAN : They banished you because you're clumsy?

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

JAR JAR : Mesa cause-ed mabee one or duey lettal bitty axadentes...yud-say
boom da gasser, un crash Der Bosses heyblibber...den banished.

Suddenly there is a loud CRASH, and the little craft lurches to one side.
QUI-GON looks around and sees a huge, lumimnous OPEE SEA KILLER has hooked
them with its long gooey tongue.

QUI-GON : Full speed ahead.

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

JAR JAR : Oooops.
OBI-WAN : Give me the controls.

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

JAR JAR : Wesa free!

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

QUI-GON : There's always a bigger fish.

INT. FEDERATION BATTLESHIP - BRIDGE

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

NUTE : The invasion is on schedule, My Lord.
DARTH SIDIOUS : Good. I have the Senate bogged down in procedures. By the
time this incident comes up for a vote, they will have no choice but to
accept your control of the system.
NUTE : The Queen has great faith the Senate will side with her.
DARTH SIDIOUS : Queen Amidala is yound and naive. You will find controlling
her will not be difficult. You have done well, Viceroy.
NUTE : Thank you, My Lord.

DARTH SIDIOUS fades away.

RUNE : You didn't tell him about the missing Jedi?
NUTE : No need to report that to him, until we have something to report.

INT. SUB COCKPIT - UNDERWATER

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

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

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

QUI-GON : Stay calm. We're not in trouble yet.
JAR JAR : What yet? Monstairs out dare! Leak'n in here, all'n sink'n, and
nooooo power! You nutsen! WHEN YOUSA TINK WESA IN TROUBLE?!!!?
OBI-WAN : Power's back.

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

JAR JAR : Monstairs back!

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

JAR JAR : (cont'd) Wesa in trouble now??
QUI-GON : Relax.

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

OBI-WAN : You overdid it.

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

OBI-WAN (cont'd) This is not good!

JAR JAR regains consciousness.
JAR JAR : Wesa dead yet?? Oie Boie!

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

QUI-GON : Head for that outcropping.

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

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

EXT. THEED PLAZA - DAY (FX)

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

NUTE : Ah, victory!

INT. NABOO LAKE - UNDERWATER - SUB (FX)

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

JAR JAR : Wesa dude it!

EXT. THEED - ESTUARY - DAY

Paradise. Billowing clouds frame a romantic body of water. There is a LOUD
RUSH OF BUBBLES, and a small sub bobs to the surface.
The current in the estuary begins to pull the sub backward into a fast
moving river. OBI-WAN switches off the two remaining bubble canopies.
QUI-GON stands up to look around. JAR JAR lets out a sigh of relief.

JAR JAR : Wesa safe now.
QUI-GON : Get this thing started.
JAR JAR : Dissen berry good. Hey?
OBI-WAN : What is it?

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

JAR JAR : What!!?? Oie boie!

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

JAR JAR : (cont'd) Iyiiyi, wesa die'n here, hey!

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

QUI-GON : Come on...

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

QUI-GON : (cont'd) Come on, Jar Jar.
JAR JAR : No! Too scary!
OBI-WAN : Get up here!
JAR JAR : No a mighty no!

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

JAR JAR : (cont'd) Oie boie...mesa comen. Mesa comen!

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

OBI-WAN : That was close.
BATTLE DROID 3B3 : (O.S) Drop your weapons!

The TWO JEDI turn around to see a BATTLE DROID standing in front of them.
JAR JAR climbs up on shore between the JEDI.

BATTLE DROID 3B3 : I said drop your weapons

QUI-GON ignites his laser sword, and in a brief flash, the DROID is cut
down by the JEDI. A stray laser bolt hits the cable and the sub breaks
lose, crashing down the waterfall.
The JEDI move on. JAR JAR reluctantly follows and looks back at the mess.

JAR JAR : Whoa!!!

EXT. THEED - PALACE - DAY

The waterfalls of Theed sparkle in the noonday sun.

INT. THEED - PALACE THRONE ROOM - DAY

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

BIBBLE : ...how will you explain this invasion to the Senate?
NUTE : The Naboo and the Federation will forge a treaty that will
legitimize our occupation here. I've been assured it will be ratified by
the Senate.
AMIDALA : I will not co-operate.
NUTE : Now, now, your Highness. You are not going to like what we have in
store for your people. In time, their suffering will persuade you to see
our point of view. Commander. (OOM-9 steps forward) Process them.
OOM-9 : Yes, sir! (turns to his sergeant) Take them to Camp Four.

The SERGEANT marches the GROUP out of the throne room.

EXT. PALACE - PLAZA - DAY

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

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

JAR JAR : Yousa guys bombad!

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

QUI-GON : Your Highness, we are the Ambassadors, for the Supreme
Chancellor.
BIBBLE : Your negotiations seem to have failed, Ambassador.
QUI-GON : The negotiations never took place. Your Highness, we must make
contact with the republic.

CAPTAIN PANAKA steps forward.

CAPT. PANAKA : They've knocked out all our communications.
QUI-GON : Do you have transports?
CAPT. PANAKA : In the main hanger. This way.

THEY disappear down an alleyway as the ALARMS are sounded

INT. CENTRAL HANGER - HALLWAY - DAY

CAPTAIN PANAKA cracks open a side door to the central hanger. QUI-GON looks
in over his shoulder. OBI-WAN, JAR JAR, and the rest of the group are
behind him. They see several Naboo spacecraft guarded by about FIFTY BATTLE
DROIDS. ALARMS can be heard in the distance.

CAPT. PANAKA : There are too many of them.
QUI-GON : That won't be a problem. (to Amidala) Your Highness, under the
circumstances, Isuggest you come to Coruscant with us.
AMIDALA : Thank you, Ambassador, but my place is here with my people.
QUI-GON : They will kill you if you stay.
BIBBLE : They wouldn't dare.
CAPT. PANAKA : They need her to sign a treaty to make this invasion of
theirs legal. They can't afford to kill her.
QUI-GON : The situation here is not what it seems. There is something else
behind all this, Your Highness. There is no logic in the Federation's move
here. My feelings tell me they will destroy you.
BIBBLE : Please, Your Highness, reconsider. Our only hope is for the Senate
to side with us... Senator Palpatine will need your help.
CAPT. PANAKA : Getting past their blockade is impossible, Your Highness.
Any attempt to escape will be dangerous.
BIBBLE : Your Highness, I will stay here and do what I can...They will have
to retain the Council of Governors in order to maintain control. But you
must leave...

The QUEEN turns to PADME and EIRTAE.

AMIDALA : Either choice presents a great risk...to all of us...
PADME : We are brave, Your Highness.
QUI-GON : If you are to leave, Your Highness, it must be now.
AMIDALA : Then, I will plead our case before the Senate. (to Bibble) Be
careful, Governor.

INT. CENTRAL HANGER - DAY

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

CAPT. PANAKA : We need to free those pilots.

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

OBI-WAN : I'll take care of that. OBI-WAN heads toward the group of
captured pilots.

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

GUARD DROID : Where are you going?
QUI-GON : I'm Ambassador for the Supreme Chancellor, and I'm taking those
people to Coruscant.
DROID GUARD : You're under arrest!

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

EXT. THEED - HANGER ENTRY - DAY (FX)

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

EXT. SPACE (FX)

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

INT. NABOO SPACECRAFT - COCKPIT

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

RIC OLIE : ....our communications are still jammed.

INT. NABOO SPACECRAFT - DROID HOLD

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

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

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

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

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

JAR JAR : (Cont'd) Tis opens?...Oooops! Many springs and things come flying
out.

JAR JAR quickly closes it again, very embarrassed.

JAR JAR : (Cont'd) Yoi! Just yoken!
RIC OLIE : Powers back! That little droid did it. He bypassed the main
power drive. Deflector shield up, at maximum.

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

RIC OLIE : There's not enough power to get us to Coruscant...the hyperdrive
is leaking.
QUI-GON : We'll have to land somewhere to refuel and repair the ship.

QUI-GON studies a star chart on a monitor.

OBI-WAN : Here, Master. Tatooine... It's small, out of the way, poor... The
Trade Federation has no presence there.
CAPT. PANAKA : How can you be sure?
QUI-GON : It's controlled by the Hutts...
CAPT. PANAKA : The Hutts??
OBI-WAN : It's risky...but there's no alternative.
CAPT. PANAKA : You can't take Her Royal Highness there! The Hutts are
gangsters... If they discovered her...
QUI-GON : ...It would be no different than if we landed on a system
controlled by the Federation...except the Hutts aren't looking for her,
which gives us an advantage.

CPATAIN PANAKA takes a deep breath in frustration.

EXT. SPACE - NABOO SPACECRAFT (FX)

The Naboo spacecraft races away.

INT. FEDERATION BATTLESHIP - CONFERENCE ROOM

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

NUTE : We control all the cities in the North and are searching for any
other settlements...
DARTH SIDIOUS : Destroy all high-ranking officials,
Viceroy...slowly...quietly. And Queen Amidala, has she signed the treaty?
NUTE : She has disappeared, My Lord. One Naboo cruiser got pat the
blockade.
DARTH SIDIOUS : Viceroy, find her! I want that treaty signed.
NUTE : My Lord, it's impossible to locate the ship. It's out of our range.
DARTH SIDIOUS : ...not for a Sith...

A second SITH LORD appears behind DARTH SIDIOUS.

DARTH SIDIOUS : (Cont'd) ...Viceroy, this is my apprentice. Lord Maul. He
will find your lost ship.
NUTE : Yes, My Lord. The hologram fades off.
NUTE : (Cont'd) This is getting out of hand...now there are two of them.
RUNE : We should not have made this bargain. What will happen when the Jedi
become aware of these Sith Lords?

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

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

CAPT. PANAKA : ...An extremely well put together little droid. Without a
doubt, it saved the ship, as well as our lives.
AMIDALA : It is to be commended...what is its number?

The LITTLE BLUE DROID lets out a series of bleeps.CAPTAIN PANAKA leans over
and scrapes some dirt off of the side of the DROID and read the number:

CAPT. PANAKA : R2-D2, Your Highness.
AMIDALA : Thank you, Artoo Detoo. You have proven to be very loyal...Padme!

PADME bows before the QUEEN.

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

CAPTAIN PANAKA looks nervously to OBI-WAN and QUI-GON.

QUI-GON : Yor Highness, we are heading for a remote planet called Tatooine.
It is a system far beyond the reach of the Trade Federation. There we will
be able to make needed repairs, then travel on to Coruscant.
CAPTAIN PANAKA : Your Highness, Tatooine is very dangerous. It's controlled
by an alliance of gangs called the Hutts. I do not agree with the Jedi on
this.
QUI-GON : You must trust my judgement, Your Highness.

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

INT. NABOO SPACECRAFT - MAIN AREA

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

JAR JAR : Hidoe!

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

JAR JAR : (Cont'd) Sorry, nomeanen to scare yousa.
PADME : That's all right.
JAR JAR : I scovered oily back dare. Needen it?
PADME : Thank you. This little guy is quite a mess.

JAR JAR hands PADME the oil can.

JAR JAR : Mesa Ja Ja Binksss... PADME : I'm Padme, I attend Her Highness,
You're a Gungan, aren't you? (Jar Jar nods) How did you end up here with
us?
JAR JAR : Me no know...mesa day starten pitty okeyday witda brisky morning
munchen. Den boom....getten berry skeered, un grabbed dat Jedi, and before
mesa knowen it...pow! Mesa here. (he shrugs)...getten berry berry skeered.

ARTOO BEEPS a sympathetic beep.

INT. ANBOO SPACECRAFT - COCKPIT

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

OBI-WAN : Tahyt's it. Tatooine.
RIC OLIE : There's a settlement...a spaceport, looks like.
QUI-GON : Land near the outskirts. We don't want to attract any attention.

EXT. TATOOINE - SPACE (FX)

The ship heads toward the planet of Tatooine.

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

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

EXT. NABOO SPACECRAFT - MAIN AREA

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

JAR JAR : Obi-Wan, sire, pleeese, no mesa go!
OBI-WAN : Sorry, Qui-Gon's right. You'll make things less obvious.

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

OBI-WAN : (Cant'd) The Hyperdrive generator is gone. We will need a new
one.

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

QUI-GON : Don't let them send ant transmissions. Be wary...I sense a
disturbance in the Force.
OBI-WAN : I fell it also, Master.

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

EXT. TATOOINE - DESERT - SPACESHIP - DAY

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

JAR JAR : Dis sun doen murder tada skin.

From the spaceship, CAPTAIN PANAKA and PADME run toward them.

CAPT. PANAKA : Wait!

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

CAPT. PANAKA : (Cont'd) Her Highness commands you to take her handmaiden
with you. She wishes for her to observe the local...
QUI-GON : No more commands from Her Highness today, Captain. This spaceport
is not going to be pleasant...
CAPT. PANAKA : The Queen wishes it. She is curious about this planet.
PADME : I've been trained in defense... I can take care of myself.
CAPT. PANAKA : Don't make me go back and tell her you refuse.
QUI-GON : I don't have time to argue. But this is not a good idea. Stay
close to me.

He gives PADME a stern look.

EXT. MOS ESPA - STREET - DAY

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

QUI-GON : ...moisture farms for the most part, but also a few indigenous
tribes and scavengers. The few spaceports like this one are havens for
those who do not wish to be found...
PADME : ....like us. JAR JAR is in a constant state of panic.

ARTOO whistles along, with perfect confidence.

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

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The GROUP comes to a little plaza surrounded by several junk spaceship
dealers.

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

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

INT. WATTO'S JUNK SHOP - DAY

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

WATTO : (subtitled) Hi chuba da naga? (What do you want?)
QUI-GON : I need parts for a J-type 327 Nubian.
WATTO : Ah yes, ah yes. Nubian. We have lots of that. What kinda junk?
(subtitled) Peedenkel! Naba dee unko (Boy, get in here! Now!)
QUI-GON : My droid here has a readout of what I need.

A disheveled boy, ANAKIN SKYWALKER, runs in from the junk yard. He is about
nine years old, very dirty, and dressed in rags. WATTO raises a hand, and
ANAKIN flinches.

WATTO : (subtitled) Coona tee-tocky malia? (What took you so long?)
ANAKIN : (subtitled) Mel tassa cho-passa... (I was cleaning the bin like
you...)
WATTO : (subtitled) Chut-Chut! Ganda doe wallya. (Never mind! Watch the
store) Me dwana no bata. (I've got some selling to do here.) (to Gui-Gon)
Soooo, let me take- a thee out back. Ni you'll find what you need.

ARTOO and QUI-GON follow WATTO toward the junk yard, leaving JAR JAR with
PADME and the young boy ANAKIN. JAR JAR picks up a gizmo, trying to figure
out its purpose. QUI-GON takes the part out of his hand and puts it back.

QUI-GON : Don't touch anything.

JAR JAR makes a rude face to QUI-GON's back and sticks out his long tongue.
ANAKIN sits on the counter, pretending to clean a part, staring at PADME.
She is the most beautiful creaure he has ever seen in his life. PADME is a
little embarrassed by his stare, but she musters up an amused smile.
Finally, he gets the courage to speak.

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

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

ANAKIN : You must be one...maybe you just don't know it.
PADME : You're a funny little boy. How do you know so much?
ANAKIN : Since I was very little, three, I think. My Mom and I were sold to
Gardulla the Hutt, but she lost us, betting on the Podraces, to Watto,
who's a lot better master than Gardulla, I think.
PADME : You're...a slave?

ANAKIN looks at PADME defiantly.

ANAKIN : I am a person! My name is Anakin.
PADME : I'm sorry. I don't fully understand. (looking around)This is a
strange world to me.

ANAKIN studies her intently.

ANAKIN : You are a strange girl to me.

JAR JAR pushes the nose on what appears to be a LITTLE DROID, and it
instantly comes to life, grows legs and arms, and starts marching around,
knocking over everything. JAR JAR hold on but can't stop it.

ANAKIN : (Cont'd) Hit the nose!

JAR JAR hits the nose, and the DROID collapses back into its original
state. ANAKIN and PADME laugh. ANAKIN watches PADME straighten her hair.

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

WATTO reads a small portable monitor he is holding. He stands before a
hyperdrive.

WATTO : ...Here it is...a T-14 hyperdrive generator!! Thee in luck, I'm the
only one hereabouts who has one...but thee might as well buy a new ship. It
would be cheaper, I think...Sying of which, how's thee going to pay for all
this?
QUI-GON : I have 20,000 Republic dataries.
WATTO : Republic credits?!? Republic credits are no good out here. I need
something more real...
QUI-GON : I don't have anything else. (raising his hand) But credits will
do fine.
WATTO : No they won'ta. QUI-GON, using his mind power, waves his hand
again.
QUI-GON : Credits will do fine.
WATTO : No, they won'ta. What you think you're some kinda Jedi, waving your
hand around like that? I'm a Toydarian. Mind tricks don'ta work on me-only
money. No money, no parts! No deal! And no one else has a T-14 hyperdrive,
I promise you that.

INT. WATTO'S JUNK SHOP - DAY

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

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

QUI-GON hurries into the shop, followed by ARTOO. QUI-GON : We're leaving.
JAR JAR follows QUI-GON. PADME gives ANAKIN a loving look.

PADME : I'm glad I met you,....ah...
ANAKIN : ...Anakin.
PADME : Anakin.
ANAKIN : Anakin Skywalker.
PADME : Padme Naberrie.

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

ANAKIN : I'm glad I met you too.

WATTO enters the junk yard, shaking his head.

WATTO : (subtitled) Ootmians! Tinka me chasa hopoe ma booty na nolia.
(Outlanders! They think because we live so far from the center, we don't
know nothing.)
ANAKIN : (subtitled) La lova num botaffa. (They seemed nice to me.) WATTO :
(subtitled) Fweepa niaga. Tolpa da bunky dunko. (Clean the racks, then you
can go home.)

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

EXT. MOS ESPA - STREET - ALCOVE - DAY

QUI-GON, ARTOO, JAR JAR, and PADME have found a quiet spot between two
buildings. The busy street beyond is filled with dangerous looking
creatures. QUI-GON is talking on his com-link, while JAR JAR nervously
watches the street. OBI-WAN is in the main hold of the Naboo craft.

QUI-GON : ...Obi-Wan, you're sure there isn't anything of value left on
board?
OBI-WAN : (V.O) A few containers of supplies, the Queen's wardrobe, maybe.
Not enough for you to barter with. Not in the ammounts you're talking
about.
QUI-GON : All right. Another solution will present itself. I'll check back.

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

JAR JAR : Noah gain...da beings hereabouts cawazy. Wesa be robbed un
crunched.
QUI-GON : Not likely. We have nothing of value, that's our problem.

EXT. MOS ESPA - STREET - MARKET - DAY

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

VENDOR : Hey, that will be seven truguts!!

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

SEBULBA : (subtitled) Chuba!! (You!!) JAR JAR : Who, mesa?? SEBULBA :
(subtitled) Ni chuba na?? (Is this yours??)

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

JAR JAR : (to himself) Why mesa always da one??
ANAKIN : (V.O) Because you're afraid.

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

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

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

SEBULBA : (subtitled) Tooney rana nu pratta dunko, shag. (Connected?? Whada
you mean, slave?)
ANAKIN : (subtitled) Oh da Hutt...cha porko ootman geesa...me teesa rodda
co pana pee choppa chawa. (As in Hutt...big time outlander, this one... I'd
hate to see you diced before we race again.)
SEBULBA : (subtitled) Neek me chowa, wermo, mo killee ma klounkee(Next time
we race, wermo, it will be the end of you!) Una noto wo shag, me wompity du
pom pom. (If you weren't a slave, I'd squash you right now.)

SEBULBA turns away.

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

QUI-GON, PADME and ARTOO arrive.

ANAKIN : (Cont'd) Hi! Your buddy here was about to be turned into orange
goo. He picked a fight with a Dug. An especially dangerous Dug called
Sebulba.
JAR JAR : Nosir, nosir. Mesa hate crunchen. Dat's da last ting mesa wanten.
QUI-GON : Nevertheless, the boy is right...you were heading for trouble.
Thank you, my young friend.

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

JAR JAR : Mesa doen nutten!
ANAKIN : Fear attracts the fearful. He was trying to overcome his fear by
squashing you...be less afraid.
PADME : And that works for you.
ANAKIN : To a point. (he smiles)

EXT. TATOOINE - DESERT - SPACESHIP - DAY

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

OBI-WAN : This storm's going to slow them down.
CAPT. PANAKA : It looks pretty bad. We'd better seal the ship.

CAPTAIN PANAKA'S comlink sounds off.

CAPT. PANAKA : (Cont'd) Yes? CAPT. PANAKA : We'll be right there.

EXT. MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and the GROUP stop at a fruit stand run by a jolly, but very poor,
old lady named JIRA.

ANAKIN : How are you feeling today, Jira?
JIRA : The heat's never been kind to me, you know, Annie!
ANAKIN : Guess what? I've found that cooling unit I've been searching for.
It's pretty beat up, but I'll have it fixed up for you in no time, I
promise.
JIRA : You're a fine boy, Annie.
ANAKIN : I'll take four pallies today. (to Padme) You'll like these...

ANAKIN reaches in his pocket and comes up with three coins. He drops one.
QUI-GON picks it up, revealing for a moment, his lightsabre.

ANAKIN : (Cont'd) Whoops, I thought I had more...Make thgat three, I'm not
hungry.

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

JIRA : Gracious, my bones are aching...storm's coming on, Annie. You'd
better get home quick.
ANAKIN : (to QUI-GON) Do you have shelter?
QUI-GON : We'll hed back to our ship.
ANAKIN : Is it far?
PADME : On the outskirts.
ANAKIN : You'll never reach the outskirts in time...sandstorms are very,
very dangerous. Come with me. Hurry!

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

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

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

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

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

ANAKIN : Mom! Mom! I'm home.
JAR JAR : Dissen cozy.

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

SHMI : Oh, my!! Annie, what's this?
ANAKIN : These are my friends, Mom. This is Padme, and...gee, I don't know
any of your names.
QUI-GON : I'm Qui-Gon Jinn, and this is Jar Jar Binks. ARTOO lets out a
little beep.
PADME : ...and our droid, Artoo-Detoo.
ANAKIN : I'm building a droid. You wanna see?
SHMI : Anakin! Why are they here?
ANAKIN : A sandstorm, Mom. Listen.

The wind HOWLS outside.

QUI-GON : Your son was kind enough to offer us shelter.
ANAKIN : Come on! Let me show you Threepio!

ANAKIN leads PADME into the other room. ARTOO follows, beeping all the way.
QUI-GON takes five small capsules from his utility belt and hands them to
SHMI.

QUI-GON : I have enough food for a meal.
SHMI : Oh, tank you. Thank you so much. I'm sorry if I was abrupt. I'll
never get used to Anakin's surprises.
QUI-GON : He's a very special boy. SHMI looks at him as if he's discovered
a secret.
SHMI : Yes, I know.

INT. ANAKIN'S HOVEL - BEDROOM - DAY

ANAKIN shows off his ANDROID, which is lying on his workbench. There is one
eye in the head; the body, arms, and legs have no outer coverings.

ANAKIN : Isn't he great?! He's not finished yet.
PADME : He's wonderful!
ANAKIN : You reall like him? He's a protocol droid...to help Mom. Watch!

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

THREEPIO : How do you do, I am See-Threepio, Human Cyborg Relations. How
might I serve you?
PADME : He's perfect.
ANAKIN : When the storm is over, you can see my racer. I'm building a
Podracer!

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

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

ARTOO BEEPS

THREEPIO : (Cont'd) My parts are showing? Oh, my goodness. How
embarrassing!

INT. NABOO SPACECRAFT - QUEENS CHAMBERS

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

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

AMIDALA looks upset...almost nervous.

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

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

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

OBI-WAN : ...the Queen is upset...but absolutly no reply was sent.
QUI-GON : It sounds like bait to establish a connection trace.
OBI-WAN : What if it is true and the people are dying?
QUI-GON : Either way, we're running out of time.

EXT. CORUSCANT - BALCONY OVERLOOKING CITY - NIGHT

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

DARTH MAUL : Tatooine is sparsely populated. If the trace was correct, I
will find them quickly, Master.
DARTH SIDIOUS : Move against the Jedi first...you will then have no
difficulty taking the Queen back to Naboo, where she will sign the treaty.
DARTH MAUL : At last we will reveal ourselves to the Jedi. At last we will
have revenge.
DARTH SIDIOUS : You have been well trained, my young apprentice, they will
be no match for you. It is too late for them to stop us now. Everything is
going as planned. The Republic will soon be in my command.

The hologram of DARTH MAUL fades off as DARTH SIDIOUS looks out over the
city. EXT. MOS ESPA - SANDSTORM - DAY

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

INT. ANAKIN'S HOVEL - MAIN ROOM - DAY

QUI-GON, ANAKIN, SHMI, JAR JAR, and PADME are seated around a makeshift
table, having dinner as the wind howls outside.
JAR JAR slurps his soup rather loudly. Everyone looks at him. He turns a
little brighter red.

SHMI : All slaves have transmitters placed inside their bodies somewhere.
ANAKIN : I've been working on a scanner to try and locate them, but no
luck.
SHMI : Any attempt to escape...
ANAKIN : ...and they blow you up...poof!

PADME and JAR JAR are horrified.

JAR JAR : How wude.
PADME : I can't believe there is still slavery in the galaxy. The
Republic's anti-slavery laws...
SHMI : The Republic doesn't exist out here...we must survive on our own.

An awkward silence. ANAKIN attempts to end the embarrassment.

ANAKIN : Have you ever seen a Podrace?

PADME shakes her head no. She notices the concern of SHMI. JAR JAR snatches
some food from a bowl at the other end of the table with his tongue.
QUI-GON gives him a dirty look.

QUI-GON : They have Podracing on Malastare. Very fast, very dangerous.
ANAKIN : I'm the only human who can do it.

SHMI looks askance at her son.

ANAKIN : (Cont'd) Mom, what? I'm not bragging. It's true. Watto says he's
never heard of a human doing it.
QUI-GON : You must have Jedi reflexes if you race Pods.

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

QUI-GON : (Cont'd) Don't do that again.

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

ANAKIN : I...I was wondering...something...
QUI-GON : What?
ANAKIN : Well, ahhh...you're a Jedi Knight, aren't you?
QUI-GON : What makes you think that?
ANAKIN : I saw your laser sword. Only Jedi carry that kind of weapon.

QUI-GON leans back and slowly smiles.

QUI-GON : Perhaps I killed a Jedi and stole it from him.
ANAKIN : I don't think so... No one can kill a Jedi Knight.
QUI-GON : I wish that were so...
ANAKIN. I had a dream I was a Jedi. I came back here and freed all the
slaves...have you come to free us?
QUI-GON : No, I'm afraid not...
ANAKIN : I think you have...why else would you be here?

QUI-GON thinks for a moment.

QUI-GON : I can see there's no fooling you...(leans forward) You mustn't
let anyone know about us...we're on our way to Coruscant, the central
system in the Republic, on a very important mission, and it must be kept
secret.
ANAKIN : Coruscant...wow...how did you end up here in the outer rim?
PADME : Our ship was damaged, and we're stranded here until we can repair
it.
ANAKIN : I can help! I can fix anything!
QUI-GON : I believe you can, but our first job is to aquire the parts we
need...
JAR JAR : Wit no-nutten mula to trade.
PADME : These junk dealers must have a weakness of some kind.
SHMI : Gambling. Everything here revolves around betting on those awful
races.
QUI-GON : Podracing... Greed can be a powerful ally.. if it's used
properly.
ANAKIN : I've built a racer! It's the fastest ever...There's a big race
tomorrow, on Boonta Eve. You could enter my pod. It's all but finished...
SHMI : Anakin, settle down. Watto won't let you...
ANAKIN : Watto doesn't know I've built it. (to Qui-Gon) You could make him
think it's your's, and you could get him to let me pilot it for you.

QUI-GON looks to SHMI. She is upset.

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

ANAKIN : But Mom, I love it...and they need help...they're in trouble. The
prize money would more than pay for the parts they need. JAR JAR : Wesa ina
pitty bad goo.
GUI-GON : Your mother's right. Is there anyone friendly to the Republic who
might be able to help us?

SHMI shakes her head no.

ANAKIN : We have to help them, Mom...you said that the biggest problem in
the universe is no one helps each other...
SHMI : Anakin, don't...

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

PADME : I'm sure Qui-Gon doesn't want to put your son in danger. We will
find another way...
SHMI : No, Annie's right, there is no other way... I may not like it, but
he can help you...he was meant to help you.
ANAKIN : Is that a yes? That is a yes!

The storm continues to rage outside the slave hovel.

EXT. MOS ESPA - JUNK DEALER PLAZA - DAY

The storm has passed. VENDORS and STREET PEOPLE clean up the mess and
rebuild their food stalls. JAR JAR sits on a box in front of Watto's parts
shop, watching all the activity with growing nervousness. ARTOO is standing
next to him. PADME stops QUI-GON as he is about to enter the shop.

PADME : Are you sure about this? Trusting our fate to a boy we hardly know.
The Queen will not approve.
QUI-GON : The Queen does not need to know.
PADME : Well, I don't approve.

QUI-GON turns and starts into the shop.

INT. WATTO'S JUNK SHOP - DAY

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

WATTO : Patta go bolla!
ANKAIN : No batta!
WATTO : Pedunky. Maa kee cheelya.
ANAKIN : Bayno, Bayno!

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

WATTO : The boy tells me you wanta sponser hi insa race. You can't afford
parts. How can you do this? Not on Republic credits, I think. (he laughs)
QUI-GON : My ship will be the entry fee.

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

WATTO : Not bad...not bad...a Nubian.
QUI-GON : It's in good order, except for the parts we need.
WATTO : ...but what would the boy ride? He smashed up my Pod in the last
race. It will take some time to fix it.

ANAKIN is embarrassed and steps forward.

ANAKIN : Ahhhh....it wasn't my fault really...Sebulba flashed me with his
vent ports. I actually saved the Pod...mostly.
WATTO : (laughing) That you did. The boy is good, no doubts there.
QUI-GON : I have...acquired a Pod in a game of chance. "The fastest ever
built."
WATTO : I hope you didn't kill anyone I know for it. (laughs) So, you
supply the Pod and the entry fee; I supply the boy. We split the winnings
fifty-fifty, I think.
QUI-GON : Fifty-fifty!?! If it's going to be fifty-fifty, I suggest you
front the cash for the entry. If we win, you keep all the winnings, minus
the cost of the parts I need...If we lose, you keep my ship.

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

QUI-GON : (Cont'd) Either way, you win.
WATTO : (subtitled) Deal! Yo bana pee ho-tah, meedee ya. (Your friend is a
follish one, methinks.)

EXT. NABOO SPACECRAFT - TATOOINE DESERT - DAY

OBI-WAN stands outside the Naboo spacecraft, speaking into his comlink.
QUI-GON is on the back porch of the hovel.

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

EXT MOS ESPA - SLAVE QUARTERS - PORCH - DAY

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

PADME, ANAKIN, JAR JAR, and ARTOO work on the engines of the Podracer in
the courtyard below.

QUI-GON : You should be proud of your son. He gives without any thought of
reward.
SHMI : He knows nothing of greed. He has...
QUI-GON : He has special powers.
SHMI : Yes...
QUI-GON : He can see things before they happen. That's why he appears to
have such quick reflexes. It is a Jedi trait.
SHMI : He deserves better than a slave's life.
QUI-GON : The Force is unusally strong with him, that much is clear. Who
was his father?
SHMI : There was no father, that I know of...I carried him, I gave him
birth...I can't explain what happened. Can you help him?
QUI-GON : I'm afraid not. Had he been born in the Republic, we would have
identified him early, and he would have become Jedi, no doubt...he has the
way. But it's too late for him now, he's too old.

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

KITSTER (a young boy about Anakin's age), SEEK (a boy of ten), AMEE (a girl
of six), and WALD (a Greedo Type, six years old) join ANAKIN, JAR JAR,
ARTOO, and PADME securing some wiring.

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

All whistle, hoot, and speak a greeting.

KITSTER : Wow, a real Astro Droid...how'd you get so lucky?
ANAKIN : This isn't the half of it. I'm entered in the Boonta Race
tomorrow!
KITSTER : What? With this??
WALD : (subtitled) Annie, Jesko na joka. 9You are such a joke, Annie.)
AMEE : You've been working on that thing for years. It's never going to
run.
SEEK : Come on, let's go play ball. Keep it up, Annie, and you're gonna be
bug squash.

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

ANAKIN : Hey! Jar Jar! Stay away from those energy binders...
JAR JAR : Who, mesa?
ANAKIN : If your hand gets caught in that beam, it will go numb for hours.

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

JAR JAR : Ouch-dats muy bigo Oucho. (Gibberish)
KITSTER : But you don't even know if this thing will run.
ANAKIN : It will.

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

QUI-GON : I think it's time we found out. Use this power charge. ANAKIN :
Yes, sir!!

ANAKIN jumps into the little capsule behind the two giant engines. He puts
the power pack back 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. EVERYONE cheers.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - DAY

SHMI, watching from the porch, smiles sadly.

EXT. 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.

QUI-GON : Sit still, Annie. Let me clean this cut.
ANAKIN : There are so many! Do they all have a system of planets?
QUI-GON : Most of them.
ANAKIN : Has anyone been to them all?
QU-IG0N : (laughs) Not likely.
ANAKIN : I want to be the first one to see them all... Ouch!

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

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

SHMI yells from inside the hovel.

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

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

ANAKIN : What are you doing?
QUI-GON : Checking your blood for infections.
ANAKIN : I've never seen...
SHMI : (O.S.) Annie! I'm not goiung to tell you again!
QUI-GON : Go on, you have a big day tomorrow. (beat) Goodnight.

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.
QUI-GON : Make an analysis of this blood sample I'm sending you.
OBI-WAN : Wait a minute...
QUI-GON : I need a midi-chlorian count.
OBI-WAN : All right. I've got it.
QUI-GON : What are your readings?
OBI-WAN : Something must be wrong with the transmission.
QUI-GON : Here's a signal check.
OBI-WAN : Strange. The transmission seems to be in good order, but the
reading's off the chart...over twenty thousand.
QUI-GON : (almost to himself) That's it then.
OBI-WAN : Even Master Yoda doesn't have a midi-chlorian count that high!
QUI-GON : No Jedi has.
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.
Embarrassed, she goes back into the kitchen while QUI-GON ponders the
situation.

EXT. TATOOINE - DESERT MESA - NIGHT

The sinister looking Sith spacecraft lands on top of a desert mesa at dus,
scattering a herd of banthas. 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.

EXT. MOS ESPA - SLAVE QUARTERS - PORCH - SUNRISE

Padme exits the hovel.

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

As the twin suns rise, ARTOO is busy painting the racing Pod. ANAKIN is
asleep. PADME passes ARTOO.

PADME : I hope you're about finished.

ARTOO whistles a positive reply. PADME sees KITSTER riding toward them on
an EOPIE, a strange camel-lile creature. He is leading a second EOPIE
behind him. PADME goes over to ANAKIN. He looks very vulnerable as he
sleeps. She watches him, then touches him on the cheek. ANAKIN wakes up,
yawns, and looks at her, a little puzzled.

ANAKIN : You were in my dream...you were leading a huge army into battle.
PADME : I hope not; I hate fighting. Your mother wants you to come in and
clean up. We have to leave soon. ANAKIN stands up and stretches just as
KITSTER arrives.

ANAKIN : Hook 'em up, Kitster. (to Padme) I won't be long. Where's Qui-Gon?

PADME : He and Jar Jar left already. They're with Watto at the arena.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

RACE CREWS mill about outside the Main Hanger.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

The hanger 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.
QUI-GON : Patienc, my blue friend. You'll have your winnings before the
suns set, and we'll be far away from here.
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 stops before an orange racer. Sitting to one side, having his
shoulders and neck massaged by TWIN YOBANAS, is SEBULBA.

WATTO : Don't get me wrongo. I have great faith in the boy. He's a credit
to your race, but Sebulba there is going to win, I think.
QUI-GON : Why?
WATTO : He always wins. (laughs) I'm betting heavily on Sebulba.
QUI-GON : I'll take that bet.
WATTO : (suddenly stops laughing) What??!! What do you mean?
QUI-GON : I'll wager my new racing pod against...say...the boy and his
mother.
WATTO : A Pod for slaves. I don't think so...well, poerhaps. Just one...the
mother, maybe...the boy isn't for sale.
QUI-GON : The boy is small, he can't be worth much.

WATTO shakes his head.

QUI-GON : (Cont'd) For the fastest Pod ever built?!

WATTO shakes his head again.

QUI-GON : (Cont'd) Both, or no bet.
WATTO : No Pod's worth two slaves...not by a long shot...one slave or
nothing.
QUI-GON : The boy, then...

WATTO pulls out a small cube from his pocket.

WATTO : We'll let fate decide. Blue it's the boy, red his mother...

WATTO tosses the cube down. QUI-GON lifts his hand slightly; it turns blue.
QUI-GON smiles. WATTO is angry.

WATTO : (Cont'd) You won the small toss, outlander, bou you won't win the
race, so...it makes little difference.

ANAKIN and PADME enter the hanger 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
on it. WATTO passes ANAKIN as he leaves.

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

WATTO walks off, laughing.

ANAKIN : What did he mean by that?

QUI-GON : I'll tell you later.

ARTOO beeps at THREEPIO.

THREEPIO : Oh my! Space travel sounds rather perilous.

ARTOO emits a series of beeps.

THREEPIO : I can assure you they will never get me onto one of those
dreadful starships!
KITSTER : (to Anakin) This is so wizard! 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?!

ANAKN looks sheepish.

ANAKIN : ...but Kitster's right, I will this time.
QUI-GON : Of course you will.

EXT. MOS ESPA - STREET - DAY

One of Darth Maul's PROBE DROIDS slowly floats down the main street of
Tatooine. It looks in shops and studies PEOPLE as it searches for OBI-WAN,
QI-GON, or the QUEEN.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

An EXTREME HIGH WIDE ANGLE reveals a vast arena in the Tatooine desert. A
large semi-circular amphitheatre that holds at least a hundred thousand
people dominates the landscape. Large viewing platforms loom over the
racetrack. INT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

A two-headed ANNOUNCER describes the scene.

FODE BEED : -
A: Toogi! Toogie! (Greetings) Toong mee cha kulkah du Boonta magi! tah oos
azalus ooval Poddraces. (We have perfect weather today for the Boonta
classic. The most hazardous of all Podraces.)
B : That's absolutly right. And a big turnout here, from all corners of the
Outer Rim territories. I see the contestants are making their way out onto
the starting grid.

EXT. MOS ESPA - DESERT RACE ARENA - DAY

On the left side of the tracks across from the grandstands, a line of
Podracers emerges from the large hanger, surrounded by several CREW
MEMBERS. Pods are pulled by a wide variety of CREATURES and are led by
aliens carrying flags. The PILOTS stand facing the royal box.

FODE BEED : -
(O.S) A : La Yma beestoo (Yes, there they are!)
B : I see Ben Quadinaros from the Tund system.
A : ...eh Gasgano doowa newpa Ord Petrovia! (And Gasgano in thenew Ord
Pedrovia.)
B : Two time winner, Boles Roor...
A : Poo tula moosta, woe grane champio Sebulba du Pixelito! Splastyleeya
bookie ookie!! (On the front line the reigning champion, Sebulba from
Pixelito. By far the favorite today.)
B : And a late entry, Anakin Skywalker, a local boy.
A : Wampa peedunkee unko ( I hope he has better luck this time.)
B : I see the flaggers are moving onto the track.

EXT. MOS ESPA - ARENA - GRANDSTAND - DAY

Colorful canopies shade some of the SPECTATORS. VENDORS sell barbecued
creature parts and colorful drinks.

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

All the PILOTS bow from the waist as JABBA THE HUTT enters the box and
waves to the crowd.

FODE BEED : -
A : O grandio lust, Jabba Du Hutt, amu intoe tah parena. (His honor, our
glorious host, Jabba the Hutt has entered the arena.)

The crowd ROARS. SEVERAL OTHER SLUG-LIKE HUTTS follow, along with humans
and aliens. Several SLAVE GIRLS on a chain are led alongside JABBA.

JABBA : (subtitled) Chowbaso! Tam ka chee Boonta rulee ya, kee madda
hodrudda du wundee. (Welcome!) Sebulba tuta Pixelito...

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

SEBULBA, who is right next to ANAKIN, stands and waves to his fans. A small
pep band plays as his fans wave and cheer.

KITSTER attaches the giant engins to Anakin's Pod with a long cable. SHMI
gives ANAKIN a big hug and kiss. She looks him right in the eye.

SHMI : Be safe.
ANAKIN : I will, Mom. I promise.

She leaves as ANAKIN checks the cable hitches.

JABBA : ...Mawhonic tuta Hok, Teemto Pagalies tuta Moonus Mandel, Anakin
SKywalker tuta Tatoonine....

The CROWD YELLS. ANAKIN waves to the crowd, as JABBA continues with his
introductions. SEBULBA moves over to one of Anakin's engines. KITSTER and
JAR JAR unhitch the EOPIES, and KITSTER leads them away. ARTOO beeps that
everything is OK. JAR JAR pats ANAKIN on the back.

JAR JAR : Dis berry loony, Annie. May da guds be kind, mesa palo.

PADME comes up and gives ANAKIN a little kiss on the cheeek. SEBULBA bangs
on a part protruding from Anakin's engine. He looks around to see if anyone
has noticed.

PADME : You carry all our hopes.
ANAKIN : I won't let you down.

PADME moves away as SEBULBA edges his way next to ANAKIN and gives him a
sinister grin.

SEBULBA : Bazda wahota, shag. Dobiella Nok. Yoka to Bantha poodoo. 9You
won't walk away from this one, slave scum! You're Bantha poodoo.)
ANAKIN : (subtitled) Cha skrundee da pat, sleemo. (Don't count on it,
slime-ball.)

ANAKIN looks the evil SEBULBA in the eye with a cold stare. QUI-GON
approaches, and SEBULBA backs off toward his racer.

JABBA : (sutitled)...Ka bazza kundee hodrudda! (...Let the challenge
begin!)

The CROWD lets out a LOUD CHEER. QUI-GON helps ANAKIN into his Pod. The boy
straps himself into the tiny racer.

QUI-GON : Are you all set, Annie? (Anakin nods) Remember, concentrate on
the moment. Feel. Don't think. Trust your instincts. (he smiles) May the
Force be with you.

QUI-GON steps away as ANAKIN puts on his goggles. The PILOTS flip switches,
and powerful energy binders shoot between the engines. ANAKIN flips a
switch, and his engine starts. The incredible ROAR of high-powered engines
igniting echoes throughout the arena. One driver, ODY MANDRELL, yells at a
droid (DUM-4) to get away from the front of his engine. The crowd is tense.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

The giant power-house engines torque as the PILOTS gun them. The PILOTS
flip switches, and poerful energy binders shoot between the engines. Aliens
carrying large flags move off the track. JAR JAR covers his eyes.

JAR JAR : Mesa no watch. Dissen ganna be messy!
FODE BEED : -
A : Ya pawa culka doe rundee! (The power couplings are being activated)
B : Hey, it looks like they're clearing the grid.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

SHMI looks nervously to QUI-GON as he enters a veiwing platform. PADME and
JAR JAR are already on board. The platform rises like an elevator.

SHMI : Is he nervous?
QUI-GON : He's fine.
PADME : You Jedi are far too reckless. The Queen...
QUI-GON : The Queen trusts my judgment, young handmaiden. You should too.
PADME : You assume too much.

EXT. MOS ESPA - ARENA ANNOUNCER'S BOX - DAY (FX)

FODE BEED : -
B : Start your engines.

The earth-pounding ROAR of the engines revving is deafening.

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

Jabba bites off the head of a frog and spits it at a gong, signaling the
start of the race.

EXT. MOS ESPA - ARENA - STARTING GRID - DAY

On a bridge over the track, a great green light at the center flashes. The
Podracers shoot forward with a high-pitches scream. ANAKIN'S engine floods
and coughs - then dies. All the other Podracers except one swerve around
him and dissapear down the track. The slave boy struggles to get his racer
started. The two-headed announcer reports.

FODE BEED : - (O.S.)
A : An dare ovv! (And they're off!)
B : Oh...wait. Little Skywalker has stalled.

PADME and JAR JAR are very dissapointed with ANAKIN. QUI-GON puts his arm
around a very worried SHMI to comfort her. Finally, Anakin's engines
ignite. He zooms away after the receeding pack of competitors, leaving one
quadra-Pod racer still trying to get started. The two-headed ANNOUNCER
describes the race as it progresses.

FODE BEED : - (O.S.)
B : And there goes Skywalker... He'll be hard pressed to catch up with the
leaders today.

EXT. MOS ESPA - RACETRACK - DAY (FX)

The Podracers fly across the desert. SEBULBA is running neck and neck with
MAWHONIC. They round the first turn in the track, side by side. SEBULBA
drives his Pod into his rival, forcing him into the wall of a large rock
formation. MAWHONIC crashes in a spectacular display of fire and smoke.
ANAKIN is much faster than the back-end stragglers and passes them easily.
One of the drivers, GASGANO, won't let ANAKIN by. ANAKIN tries to pass him
on one side and is cut off. He then tries to pass him on the other side
ansd is cut off. As they come up on a cliff drop-off, ANAKIN backs off,
then guns it as GASGANO goes over the cliff. ANAJIN accelerates so fast
that he sails right over the top of GASGANO and speeds away.
Four TUSKEN RAIDERS perched above the race course fire their rifles at the
Pods racing in the canyon below them. One shot ricochets off the back of
Anakin's Pod.

FODE BEED : -
B : Looks like a few Tusken Riaders have campe out on the canyon dune turn.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

JABBA THE HUTT and the crowd watch the progress of the race on small,
hand-held view screens. JAR JAR is looking over the shoulder of a strange
alien named FANTA.

JAR JAR : Where's Skywalker?

FANTA moves the view screen out of Jar Jar's view. PADME, SHMI, and QUI-GON
watch another screen and look worried.
ARTOO, down in the pits with KITSTER, lets out a worried sigh. The driver
of the quadra-Pod looks worried.

EXT. MOS ESPA - RACETRACK - DAY (FX)

ANAKIN is powering around corners and over hills and cliffs, passing other
racers right and left. SEBULBA is in the lead. He is being challenged by
another racer, XELBREE.
SEBULBA slows a little, and as XELBREE pulls alongside, he opens a side
vent on the racer's engine and the exhaust starts to cut through the
alien's engine.
The blast cuts along the engine until finally it EXPLODES. SEBULBA deftly
veers away.
ANAKIN works his way through a dense mass of racers as they zoom over a
dune sea, kicking up dust. His Pod shakes violently as he goes over a jump.
One of the Podracers, ODY, catches one of his engines in the sand, and the
whole thing EXPLODES.

EXT. MOS ESPA - ARENA - VIEWING PLATFORM - DAY

QUI-GON sits quietly, meditating. PADME and SHMI search the landscape for
any sign of the racers. JAR JAR is still annoying FANTA for information.
The crowd SCREAMS. WATTO is laughing with his friends, confident in
Anakin's defeat.
The quadra-Pod engines start just as the racers come around the corner. The
DRIVER, BEN QUADINAROS, puts it in gear, and the four engines go off in all
directions, EXPLODING in a spectacular display. The Pod drops to the ground
as SEBULBA enters the arena, closely followed by all the OTHER RACERS.
KITSTER strains to see as ARTOO beeps excitedly. The announcer continues.

FODE BEED : - (O.S)
B ; There goes Quadinaros' power couplings.
A : Sebulba! Ka pa me cheespa wata! (Here comes Sebulba in record time.)

QUI-GON, PADME, SHMI, and JAR JAR yell for joy as ANAKIN passes. JAR JAR is
very nervous and pounds on the back of his alien neighbor, FANTA. JAR JAR :
What gooie-on?
FANTA : Bug off.

Lap two. SEBULBA and the pack race past the main arena. The crowd stands
and YELLS as the Podracers scream off into the distance. QUI-GON and PADME
look worried.

JAR JAR : He musta crash-ud.
PADME : Here he comes!

EXT. MOS ESPA - ARENA - PIT AREA - DAY (FX)

ARTOO lets out an excited whistle, as KITSTER yells.

THREEPIO : He has to complete two more circuits? Oh dear!

EXT. MOS ESPA - RACETRACK - DAY (FX)

Sure enough, coming around the bend is ANAKIN, quickly gaining on the pack.
The two-headed announcer describes the action. The crowd goes wild.

FODE BEED : - (O.S.)
B : It looks like Skywalker is moving up through the field. He's in...
A : Steeth pa nagoola! (Sixth place, not bad.)

ANAKIN continues to gain on the pack. Tension for SHMI and PADME is
unbearable.
ODY stops in the pits. Droids work on his engines. DUM-4 stands in front of
the engine and is sucked in, causing the engine to die. DUM-4 is spit out
the back of the engine, very bent up. The engine lets out one final wheeze,
then EXPLODES in a puff of smoke.

FODE BEED : - (O.S.)
A : Ody Mandrell! Coona wa wunda dunko! (Ody Mandrell into the pits for
some attention.)
ODY : Droids!

TERTER is getting close to SEBULBA, who purposely breaks a small part off
his Pod, sending it into Terter's engine, causing him to veer into ANAKIN,
and unhooks one of the main straps on Anakin's engines that links the Pod
to his engines.
ANAKIN struggles to keep control of the little Pod. It whips about wildly.
As the Pod swings near the broken engine strap, ANAKIN grabs for it.
Finally, he catches the strap and manages to unhook it to the Pod.
SEBULBA cuts the engine of OBITOKI with his side exhaust, and the racer
crashes with a cloud of dust. A THIRD RACER, HABBA, flie into the cloud of
dust and crashes into OBITOKI. ANAKIN rounds a corner and heads into the
cloud of smoke. He hits a part of one of the engines but regains control.

FODE BEED : - (O.S.)
B :At the start of the third and final lap, Sebulba is in the lead, closely
followed by Skywalker...

ANAKIN finally catches up with SEBULBA, and runs neck and neck over the
rough terrain. JAR JAR, QUI-GON, SHMI, and PADME all SCREAM s ANAKIN comes
through the arena. The lights in the tower indicate that this is the third
and last lap. WATTO begins to worry.
SEBULBA uses his side exhaust port to try to cut through Anakin's engines.
ANAKIN manages to avoid having his engine disabled but is forced off
course.

FODE BEED : - (O.S.)
B : Skywalker is forced onto the service ramp!
A : Oh noah!

On a tight corner, ANAKIN dives to the inside and takes the lead.

FODE BEED : - (O.S.)
B : Amazing... a controlled thrust and he's back on course! What a move!

SEBULBA is furious. He stay's right on Anakin's tail, crowding him and
pushing him through the turns.
SEBULBA pushes ANAKIN harder, and the young boy has a difficult time
keeping control. One of the parts on Anakin's engines begins to shake
loose. ANAKIN sees it and switches over to an auxiliary system. While he is
trying to accomplish this maneuver, SEBULBA races past him.
ANAKIN tries to get around SEBULBA, to no avail. Every move ANAKIN makes,
SEBULBA is able to block.
Finally, ANAKIN fakes a move into the inside as he usually does, then tries
to go around SEBULBA on the outside. They race sid by side down the final
stretch of the track.

FODE BEED : - (O.S.)
B : He's catching Sebulba.
A : Inkabunga. (Incredible!)

SEBULBA veers toward ANAKIN and bangs into his Pod. He crashes into ANAKIN
over and over. The young boy struggles to maintain control as the steering
rods on the two Pods become hooked together. SEBULBA laughs at ANAKIN.

FODE BEED : - (O.S.)
B : That little human being is out of his mind.
A : Punda tah punda! (They're neck and neck!)
B : They're side by side!
A : Bongo du bongu! (Shoulder to shoulder!)

As they head for the final stretch, ANAKIN fights to unlock the steering
rods by trying to pull away from SEBULBA. The strain on the steering rod is
tremendous. Suddenly, ANAKIN's steering arm breaks, and his Pos starts
spinning.
The release of tension sends SEBULBA into an ancient statue. One engine
EXPLODES, then the other. SEBULBA skids through the fire-balls, blackened,
but unhurt. He slides to a smoking stop, gets out of his racer, and throws
what's left of a shifter arm on the ground. Suddenly he realizes his pants
are on fire, and he struggles to put them out. ANAKIN flies through the
EXPLOSION as the crowd stands, CHERRING. PADME and JAR JAR jump up and down
with excitment, PADME screaming for joy. ARTOO and KITSTER whistle
hysterically. QUI-GON and SHMI smile. ANAKIN races over the finish line,
the winner.

INT. MOS ESPA - ARENA ANNOUNCERS BOX - DAY (FX)

The two-headed announcer excitedly calls the finish.

FODE BEED : -
B : It's Skywalker! The crowd are going nuts! Oh Ah Oh Ah (rock head in
tandem with partner)

EXT. MOS ESPA - ARENA - DAY

As ANAKIN stops the Podracer, KISTER turns up, and they embrace. Hundreds
of SPECTATORS join them and put ANAKIN on their shoulders, marching off,
CHEERING AND CHANTING. Darth Maul's PROBE DROIDS move through the crowd.

INT. MOS ESPA - ARENA - PRIVATE BOX - DAY

Several ALIENS leave Watto's box, laughing and counting their money. WATTO
sees QUI-GON standing in the doorway.

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

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

QUI-GON : Whenever you gamble, my freind, eventually you'll lose. Bring the
parts to the main hanger. 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 : Would you like to discuss it with the Hutts...I'm sure they can
settle this.
WATTO : No, no! I want no more of your tricks! Take him!

The SITH PROBE DROID watches with great interest.

EXT. MOS ESPA - ARENA - MAIN HANGER - DAY

The Main Hanger is almost deserted as RACERS depart.

INT. MOS ESPA - ARENA - MAIN HANGER - DAY

JAR JAR gives ANAKIN a great hug, then PADME gives him a hug, then SHMI.

ANAKIN : Ah, gee...enough of this...
SHMI : It's so wonderful, Annie. You have brought hope to those who have
none. I'm so very proud of you...
PADME : We owe you everything.
ANAKIN : Just feeling this good was worth it.

In the background, QUI-GON has harnessed the EOPIES to containers full of
parts.

QUI-GON : Padme. Jar Jar, let's go, we've got to get these parts back to
the ship.

The GROUP walks over to QUI-GON and the EOPIES.
PADME climbs on behind QUI-GON. JAR JAR swings up onto the second EOPIE,
only to slwly slide off the other side. ARTOO whistles. ANAKIN and SHMI
wave as they ride off.

QUI-GON : (Cont'd) I'll return the eopies by midday.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

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

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

On a hill far overlooking the Naboo spacecraft, the SITH PROBE DROID turns
and speeds away.

EXT. TATOOINE - STREET - SLAVE QUARTERS - DAY

ANAKIN and A GREEDO are rolling around on the floor, fighting. About A
DOZEN OR SO KIDS are standing around them, yelling. Suddenly, a long shadow
is cast over the TWO BOYS; they stop fighting and look up. QUI-GOMN is
towering above them. KITSTER is with them.

QUI-GON : What's this?
ANAKIN : He said I cheated.
QUI-GON : Did you?
ANAKIN : No!
QUI-GON : Do you still think he cheated?
GREEDO : Yes.
QUI-GON : Well, Annie. You know the truth... You will have to tolerate his
opinion, fighting won't change it.

QUI-GON moves off down the street. Anakin follows. The GREEDO wanders over
to WALD who has been watching the goings-on.

WALD : Keep this up, Greedo, and you're gonna come to a bad end.

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) Yes!

INT. ANAKIN'S 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!

ANAKIN pulls a bag of coins out of his pocket.

SHMI : Oh, my goodness, That's wonderful.
QUI-GON : And Anakin has been freed.
ANAKIN : What?!?
QUI-GON : You're no longer a slave.

ANAKIN jumps for joy! SHMI is stunned.

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.
SHMI : Now you can make your dreams come true, Annie. You're free! (turns
to Qui-Gon) Will you take him with you? Is he to become a Jedi?
QUI-GON : Our meeting was not a coincidence. Nothing happens by accident.
You are strong with the Force, but you may not be accepted by the Coucil.
ANAKIN : A Jedi! Mighty blasters, you mean I get to go with you in your
starship and everything?!

QUI-GON kneels down to the boy.

QUI-GON : Anakin, training to be a Jedi will not be a easy challenge. And
if you succeed, it will be a hard life.
ANAKIN : But it's what I want. What I've always dreamed about. Can I go,
Mom?!
QUI-GON : This path has been placed for you, Annie; the choice to take it
is yours alone.

ANAKIN thinks, looks to his mother, then to QUI-GON.

ANAKIN : I want to go.
QUI-GON : Then, pack your things. We haven't much time.
ANAKIN : Yipee!!

ANAKIN hugs his mom and starts for the other room, then stops. SHMI and
QUI-GON give each other a knowing look. ANAKIN has realized something.

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.
ANAKIN : But the money from selling...
QUI-GON : It's not nearly enough.

SHMI comes over to her son and sits next to him. 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. I cannot go with you.
ANAKIN : I want to stay with you. I don't want things to change.
SHMI : You can't stop change any more than you can stop the suns from
setting. Listen to your feelings; Annie, you know what's right.

ANAKIN takes a deep breath, drops his head. QUI-GON and SHMI exchange a
look of concern. When ANAKIN raises up, there are tears in his eyes.

ANAKIN : I'm going to miss you so much, Mom...
SHMI : I love you, Annie...now hurry.

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

SHMI : (Cont'd) Thank you.
QUI-GON : I will watch after him. You have my word. Will you be all right?
SHMI : He was in my life for such a short time.

INT. ANAKIN'S HOVEL - SECOND ROOM - DAY

ANAKIN has thrown the last of his things in a small backpack. As he leaves,
he stops and pushes the button that wakes his droid up. THREEPIO stares at
him blankly.

ANAKIN : Well, Threepio, I'm free...and I'm going away...in a starship...
THREEPIO : Master, Annie, you are my maker, and I wish you well. Although
I'd like it better if I were a little less naked.
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. Bye.

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

THREEPIO : Sell me?!?

EXT. MOS ESPA - STREET - SLAVE QUARTERS - DAY

KITSTER runs up to ANAKIN as he and QUI-GON exit Anakin's hovel. SHMI
stands in the doorway. ANAKIN pulls a handful of coins out of his pocket
and gives them to KITSTER.

KITSTER : There are so many of us who want you to stay, Annie... You're a
hero.
ANAKIN : I... (looks to SHMI) I... have to go.

QUI-GON has moved a short way down the street.

KITSTER : Well.
ANAKIN : Well.
KITSTER : Thank's for every moment you've been here. You're my best friend.
ANAKIN : I won't forget.

ANAKIN hugs KITSTER and runs toward 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.

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

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

SHMI : Annie, remember when you climbed the great dune in order to chase
the Banthas away so they wouldn't be shot... Remember how you collapses
several times, exhausted thinking you couldn't do it?

ANAKIN shakes his head.

SHMI : (Cont'd) 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?
SHMI : What does your heart tell you?
ANAKIN : I hope so...yes...I guess.
SHMI : Then we will see each other again.
ANAKIN : I.. will become a Jedi and I will come back and free you, Mom...I
promise.
SHMI : No matter where you are, my love will be with you. Now be brave, and
don't look back... don't look back.
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, starring right ahead, tears in his eyes, determined not to look
back.

EXT. TATOOINE - DESERT MESA - DAY

The PROBE DROID beeps and whistles to DARTH MAUL. The SITH LORD gets on a
speeder bike and follows the PROBE DROID into Mos Espa.

EXT MOS ESPA - STREET - FRUIT STAND - DAY

ANAKIN and QUI-GON exit WATTO'S and stop before JIRA'S fruit stand. ANAKIN
hands JIRA some coins.

ANAKIN : I've been freed, and I'm going away. Buy yourself a cooling unit
with this... Otherwise I'll worry about you.

JIRA is astonished. She stares, not knowing what to say.

JIRA : Can I give you a hug
ANAKIN : Sure.

She gives him a hug.

JIRA : I'll miss you, Annie.. there isn't a kinder boy in the galaxy. You
be careful...

ANAKIN runs to join QUI-GON, who has already started down the street. As
they walk along together, QUI-GON notices something out of the corner of
his eye.
Suddenly, without breaking his stride, he ignites his laser sword, swing
around, and lunges forward and cuts a lurking PROBE DROID in half. QUI-GON
inspects the sparking and fizzing DROID.

ANAKIN : What is it?
QUI-GON : Probe droid. Very unusual... not like anything I've seen before.
Come on.

QUI-GON and ANAKIN start running.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

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

ANAKIN : Master Qui-Gon,sir, wait!

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

QUI-GON : Anakin, drop!

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 swund 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 each other with incredible blows. They move in a continual cloudof
dust, smashing everything around them. This is a fierce fight. ANAKIN gets
up, bewildered by the confrontation.

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.

INT. NABOO SPACECRAFT - HALLWAY

ANAKIN runs into the main hallway of the spaceship, where PADME and CAPTAIN
PANAKA are working.

ANAKIN : Qui-Gon's in trouble. He says to take off...now!!
CAPT. PANAKA : Who are you?
PADME : He's a friend.

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!
PILOT : I don't see anything.
OBI-WAN : Over there! Fly low!

In the distance is a small cloud of dust.

EXT. TATOOINE - DESERT - NABOO SPACECRAFT - DAY

QUI-GON and DARTH MAUL continue theirsword battle. Leaping over one another
in an incredible display of acrobatics, the two warrios hear the ship fly
over them a few feet off the ground. QUI-GON almost dissapears for a
moment.
Before DARTH MAUL knows what's happening, QUI-GON is on the spacecrat's
ramp.

EXT. TATOOINE - NABOO SPACECRAFT RAMP - DAY

The SITH LORD immediately jumps onto the ramp after QUI-GON, but barely
makes it. His heels hang over the edge of a forty-foot drop. QUI-GON swings
his laser sword with all his might and knocks DARTH AMUL off the ramp and
onto the desert floor. The ramp closes, and the Naboo craft rockets away,
leaving the Sith Lord standing alone.

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.

ANAKIN : Are you all right?
QUI-GON : I think so... that was a surpirse I wont soon forget.
OBI-WAN : What was it?
QUI-GON : I don't know... but he was well trained in the Jedi arts. My
guess is he was after the Queen...
ANAKIN : Do you think he'll follow us?
QUI-GON : We'll be safe enough once we're in hyperspace, but I have no
doubt he knows our destination.
ANAKIN : What are we going to do about it?

OBI-WAN gives ANAKIN a "who are you?" look. ANAKIN returns an innocent
stare.

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

OBI-WAN gives the boy a skeptical look.

INT. COCKPIT - SPACE

RIC OLIE pulls back on the hyperdrive. OBI-WAN, QUI-GON, and ANAKIN watch.

QUI-GON : Let's hope this hyperdrive works and Watto didn't get the last
laugh.

The stars streak outside the cockpit window.

EXT. SPACE - NABOO SPACECRAFT (FX)

The ship streaks into hyperspace.

EXT. THEED - STREET - NIGHT (FX)

SEVERAL FEDERATION DROIDS patrol a deserted city street. The Palace can be
seen in the distance.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE sits in a strange, mechanical walking chair, which approaches SIO
BIBBLE and SEVERAL OTHER NABOO OFFICIALS. RUNE follows a few paces behind.
DROID GUARDS surround SIO BIBBLE and THE OTHERS as FOUR COUNCIL MEMBERS
watch.

NUTE : When are you going to give up this pointless strike? Your Queen is
lost, your people are starving, and you, Governor, are going to die, much
sooner than your people, I'm afraid. Take him away!
BIBBLE : This invasion will gain you nothing. We're a democracy. The people
have decided... They will not live under your tyranny.

BIBBLE is taken away as OOM-9 approaches NUTE.

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

INT. NABOO SPACECRAFT - MAIN AREA

The ship is asleep. The lights are dim as PADME walks into the main room.
She goes to a monitor and watches the BIBBLE plea recording. JAR JAR is
stretched out on the floor, snoring. ARTOO is to one side, cooing as he
rests.
PADME appears tired. She senses someone watching her and turns around with
a start. She sees ANAKIN sitting in the corner, shivering and looking
verydejected. 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.

PADME gives him her over-jacket.

PADME : You're from a warm planet, Annie. Too warm for my taste. Space is
cold.
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.
ANAKIN : I'm...I'm not sure what's going to happen to me. I dunno if I'll
ever see you again.. (he pulls something from his pocket) I made this for
you. Sou 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, then puts it
around her neck.

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

ANAKIN is disturbed about something. Tears are in his eyes.

PADME : ...You miss your mother.

ANAKIN looks at her, unable to speak. She hugs him.

EXT. SPACE - PLANET CORUSCANT (FX)

MOVE with the ship as it heads toward Coruscant.

INT. CORUSCANT - CITYSCAPE - NABOO SPACECRAFT - DAY (FX)

The spacecraft dlies over the endlesscityscape 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.
ANAKIN : Wow! It's so huge!

INT. NABOO SPACECRAFT - DAY (FX)

The ship flies through the cityscape of Coruscant.

EXT. CORUSCANT - SENATE LANDING PLATFORM - DAY

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, EIRTAE,
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 before the Queen.

PALPATINE : It is a great gift to see you alive, Your Majesty. May I
present Supreme Chancellor Valorum.
VALORUM : Welcome, Your Highness. It is an honor to finally meet you in
person. I must relay to you how distressed everyone is over the currant
situation. 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.

PALPATINE : There is a question of precedure, but I feel confident we can
overcome it...

JAR JAR and ANAKIN start to follow, then stop, noticing that OBI-WAN and
QUI-GON are staying with the SUPREME CHANCELLOR. QUEEN AMIDALA waves to the
duo to follow her. ANAKIN looks back to QUI-GON, and he nods to go ahead.
ANAKIN and JAR JAR join the QUEEN, PALPATINE, PADME, RABE and EIRTAE in the
taxi. PALPATINE gives the Gungan and the boy in the back of the taxi a
skeptical look. JAR JAR leans over to ANAKIN.

JAR JAR : Da Queens- a bein grossly nice, mesa tinks. (he looks around)
Pitty hot!

VALORUM and the JEDI watch the taxi move off into the city.

QUI-GON : I must speak with the Jei Council immediately, Your Honor. The
situation has become more complicated.

INT. PALPATINE'S QUARTERS - ANTEROOM - DAY

QUEEN AMIDALA is sitting listening to PALPATINE. EIRTAE and RABE stand
behind the QUEEN; PADME is nowhere to be sen. ANAKIN and JAR JAR are
waiting in an adjoining room. They can see the Queen but cannot hear what
is being said.

JAR JAR : Dissen all pitty odd to my.
ANAKIN : Don't look at me. I don't know what's going on.

CAPTAIN PANAKA enters, then goes into the room with QUEEN AMIDALA.

INT. PALPATINE'S QUARTERS - LIVING AREA - DAY

PALPATINE is pacing as CAPTAIN PANAKA enters. EIRTAE and RABE stand to one
side.

PALPATINE : ...the Republic is not what it once was. The Senate is full of
greedy, squabbling delegates who are only looking out for themselves and
their home sytems. There is no interest in the common good...no civility,
only politics...its disgusting. I must be frank, Your Majesty, there is
little chance the Senate will act on the invasion.
AMIDALA : Chancellor Valorum seems to think there is hope.
PALPATINE : If I may say so, Your Majesty, the Chancellor has little real
power...he is mired down by baseless accusations of corruption. A
manufactured scandal surrounds him. The bureaucrats are in charge now.
AMIDALA : What options do we have?
PALPATINE : Our best choice would be to push for the election of a stronger
Supreme Chancellor. One who will take control of the bureaucrats, enforces
the laws, and give us justice. You could call for a vote of no confidence
in Chancellor Valorum.
AMIDALA : He has been our strongest supporter. Is there any other way?
PALPATINE : Our only other choice would to be to submit a plea to the
courts...
AMIDALA : There's no time for that. The courts take even longer to decide
things than the Senate. Our people are dying, Senator...more and more each
day. We must do something quickly to stop the Federation.
PALPATINE : To be realistic, Your Highness, I'd say we're going to have to
accept Federation control for the time being.
AMIDALA : There is something I cannot do.

EXT. TEMPLE OF THE JEDI - DAY (FX)

A unique building with it tall spires stands out against the Coruscant
skyline. A small transport passes by the vast temple.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - DAY

QUI-GON stands in a tall stately room. Twelve JEDI sit in a semi-circle.
OBI-WAN stands behind QUI-GON in the center of the room.
The Senior Jedi is MACE WINDU. To his left is an alien Jedi named
KI-ADI-MUNDI, and to his right, the Jedi Master, YODA.

QUI-GON : ...my only conclusion can be that it was a Sith Lord.
MACE WINDU : A Sith Lord?!?
KI-ADI : Impossible! The Sith have been extinct for a millenium.
YODA : The very Republic is threatened, if involved the Sith are.
MACE WINDU : I do not believe they could have returned without us knowing.
YODA : Hard to see, the dark side is. Discover who this assassin is, we
must.
KI-ADI : I sense he will reveal himself again.
MACE WINDU : This attack was with purpose, that is clear, and I agree the
Queen is the target.
YODA : With this Naboo queen you must stay, Qui-Gon. Protect her.
MACE WINDU : We will use all our resources here to unravel this mystery and
discover the identity of your attacker... May the Force be with you.
YODA : May the Force be with you.

OBI-WAN turns to leave, but QUI-GON continues to face the Council.

YODA : (Cont'd) Master Qui-Gon more to say have you?
QUI-GON : With your permission, my Master. I have encountered a vergence in
the Force.
YODA : A vergence, you say?
MACE WINDU : Located around a person?
QUI-GON : A boy... his cells have the highest concentration of
midi-chlorians I have seen in a life form. It is possible he was conceived
by the midi-chlorians.
MACE WINDU : You're referring to the prophesy of the one who will bring
balance to the Force...you believe it's this boy??
QUI-GON : I don't pressume...
YODA : But you do! Rrevealed your opinion is.
QUI-GON : I request the boy be tested.

The JEDI all look to one another. They nod and turn back to OBI-WAN and
QUI-GON.

YODA : Trained as a Jedi, you request for him?
QUI-GON : Finding him was the will of the Force...I have no doubt of that.
There is too much happening here...
MACE WINDU : Bring him before us, then.
YODA : Tested he will be.

INT. QUEENS QUARTERS - CORUSCANT - DAY Anakin, tentative, walks down one of
the long hallways in Senator Palpatine's quarters. He stops before a dor
that is flanked by TWO GUARDS.

GUARD : May I help you, son?
ANAKIN : I'm...I'm looking for the handmaiden, Padme.

The GUARD speaks into his comlink as ANAKIN looks around a bit nervously.

GUARD : The boy is here to see Padme.
RABE : Send him in.

The doors open, and ANAKIN enters the Queen's quarters.
RABE greets ANAKIN as TWO OTHER HANDMAIDENS come and go into the next room.

ANAKIN : I'd like to speak with Padme, if I could.
RABE : I'm sorry, Annie. Padme is not here right now.

The Queen speaks out in the next room.

AMIDALA : (O.S.) Who is it?
RABE : Anakin Skywalker, to see Padme, Your Highness.

The QUEEN moves into the doorway and studies ANAKIN. ANAKIN bows and looks
down, then takes a peek at her.

AMIDALA : I've sent Padme on an errand.
ANAKIN : I'm going to the Jedi temple to start my training, I hope.

The QUEEN just stares at him.

ANAKIN : (Cont'd) I may not see her again...and... I just wanted to say
goodbye.
AMIDALA : We will tell her for you. We're sure her heart goes with you.

ANAKIN bows again.

ANAKIN : Thank you, Your Highness. I'm sorry to have disturbed you.

The QUEEN dissapears behind the doorway, and ANAKIN exits.

EXT. CORUSCANT - GALACTIC SENATE BUILDING - DAY (FX)

A large, distinctive looking domed building stands out amid the cityscape
of Coruscant.

INT. MAIN ROTUNDA - GALACTIC SENATE - DAY

The Senate chambers are huge. Thousands of SENATORS and their AIDES sit in
the circular assembly area. CHANCELLOR VALORUM sits in an elevated area in
the center. Hindreds of AIDES and DROIDS hurry about. SENATOR PALPATINE,
QUEEN AMIDALA, EIRTA, RABE, and CAPTAIN PANAKA sit in the Naboo
congressional box, which is actually a floating platform. PALPATINE leans
over to the QUEEN.

PALPATINE : If the Federation moves to defer the motion...Your Majesty,
Ibeg of you to ask for a resolution to end this congressional session.
AMIDALA : I wish I had your confidence in this, Senator.
PALPATINE : You must force a new election for Supreme Chancellor...I
promise you there are many who will support us...it is our best chance...
Your Majesty, our only, chance.
AMIDALA : You truely believe Chancellor Valorum will not bring our motion
to a vote?
PALAPATINE : He is distracted...he is afraid. He will be of no help.
VALORUM : The Chair recognizes the Senator from the sovereign system of
Naboo.

The Naboo congressional box floats into the center.

PALPATINE : Supreme Chancellor, delegates of the Senate. A tragedy has
occured on our peaceful system of Naboo. We have become caugt in a dispute
you're all well aware of, which began right here with the taxation of trade
routes, and has now engulfed our entire planet in the oppresion of the
Trade Federation.

A second box rushes into the center of the Senate. It is filled with
Federation trade barons led by LOTT DOD, the Senator for the Federation.

LOTT DOD : This is outrageous! I object to the Senator's statements!
VALORUM : The Chair does not recognize the Senator from the Trade
Federation at this time. Please return to your station.

LOTT DOD reluctantly moves back to his place.

PALPATINE : To state our allegations, I present Queen Amidala, the recently
elected ruler of Naboo, to speak on our behalf.

QUEEN AMIDALA stands and addresses the assembly. There is some applause.

AMIDALA : Honorable representatives of the Republic, distinguished
delegates, and Your Honor Supreme Chancellor Valorum, I come to you under
the gravest of circumstances. The Naboo system has been invaded by force.
Invaded...against all the laws of the Republic by the Droid Armies of the
Trade...
LOTT DOD : I object! There is no proof. This is incredible. We recommend a
commision be sent to Naboo to assertain the truth.
VALORUM : Overruled.
LOTT DOD : Your Honor, you cannot allow us to be condemned without
reasonable observation. It's against all the rules of procedure.

A third box representing Malastare moves into the center of the room. AKS
MOE, the Ambassador, addresses the convention.

AKS MOE : The Congress of Malastare concurs with the honorable delegate
from the Trade Federation. A commision must be appointed...that is the law.
VALORUM : The point...

VALORUM confers with several of his AIDES and VICE CHAIRMAN MAS AMEDDA.
PALPATINE whispers something to the QUEEN.

PALPATINE : Enter the bureaucrats, the true rulers of the Republic, and on
the payroll of the Trade Federation, I might add. This is where Chancellor
Valorum's strength will dissapear.
VALORUM : The point is conceded...Section 523A take precedence here. Queen
Amidala of the Naboo, will you defer your motion to allow a commission to
explore the validity of your accusations?

QUEEN AMIDALA is angry but remains composed.

AMIDALA : (angrily) I will not defer...I have come before you to resolve
this attack on our sovereignty now. I was not elected to watch my people
suffer and die while you discuss this invasion in a committee. If this body
is not capable of action, I suggest new leadership is needed. I move for a
"vote of no confidence"...in Chancellor Valorum's leadership.
VALORUM : What?...No!

This causes a great stir in the assembly. A loud mumur cresendos into a
roar of approval and jeers. CHANCELLOR VALORUM is stunned and stands
speechless. His Vice Chair, MAS AMEDDA, takes over.

MAS AMEDDA : Order! We shall have order...

Things settledown a little. The Federation box settles next to AMIDALA.
PRINCE BAIL ORGANA moves his box into the arena.

BAIL ORGANA : Alderaan seconds the motion for a vote of no confidence in
Chancellor Valorum.
MAD AMEDDA : The motion has been seconded by Bail Organa of Alderaan.

MAS AMEDDA turns to the confused VALORUM, and whispers something to him.

BAIL ORGANA : There must be no delays. The motion is on the floor and must
be voted upon in this session.
LOTT DOD : The Trade Federation moves the motion be sent to the procedures
committee for study.

The assembly begins to chant. VALORUM talks to MAS AMEDDA.

ASSEMBLY : Vote now! Vote now! Vote now!

PALPATINE stands next to AMIDALA.

PALPATINE : You see, Your Majaesty, the tide is with us...Valorum will be
voted out, I assure you, and they will elect in a new Chancellor, a strong
Chancellor, one who will not let our tragedy continue...
MAS AMEDDA : Thew Supreme Chancellor requests a recess. Tomorrow we will
begin the vote.

The Federation delegation is furious. VALORUM turns to PALPATINE.

VALORUM : Palpatine, I thought you were my ally...my friend. You have
betrayed me! How could you do this?

EXT. PALACE OF THE JEDI - BALCONY - SUNSET

OBI-WAN and QUI-GON stand outside the palace on a balcony.

OBI-WAN : The boy will not pass the Council's tests, Master, and you know
it. He is far too old.
QUI-GON : Anakin will become A Jedi...I promise you.
OBI-WAN : Don't defy the Council, Master..not again.
QUI-GON : I will do what I must.
OBI-WAN : Master, you could be sitting on the Council by now if you would
just follow the code. They will not go along with you this time.
QUI-GON : You still have much to learn, my young apprentice.

INT. PALACE OF THE JEDI - COUNCIL CHAMBERS - SUNSET

ANAKIN stands before the TWELVE JEDI. MACE WINDU holds a small hand-held
viewing screen. In rapid succession, images flash across the screen.

ANAKIN : A ship...a cup...a speeder.

MACE WINDU turns the viewing screen off and nods toward YODA.

YODA : Good, good, young one. How feel you?
ANAKIN : Cold, sir.
YODA : Afraid are you?
ANAKIN : No, sir.
MACE WINDU : Afraid to give up your life?
ANAKIN : I don't think so.

ANAKIN hesitates for a moment.

YODA : See through you, we can.
MACE WINDU : Be mindful of your feelings...
KI-ADI : YOur thoughts dwell on your mother.
ANAKIN : I miss her.
YODA : Afraid to lose her..I think.
ANAKIN : (a little angry) What's that got to do with anything?
YODA : Eveything. Fear is the path to the dark side... fear leads to
anger... anger leads to hate.. hate leads to suffering.
ANAKIN : (angrily) I am not afraid!
YODA : A Jedi must have the deepest commitment, the most serious mind. I
sense much fear in you.
ANAKIN : (quietly) I am not afraid.
YODA : Then continue, we will.

INT. PALPATINES QUARTERS - SUNSET

QUEEN AMIDALA is standing, staring out the window, with JAR JAR. The lights
of the city shimmer before them. EIRTAE and SABE stand near the door. JAR
JAR turns to face the QUEEN and sees her sadness.

JAR JAR : Mesa wonder why da guds invent pain?
AMIDALA : To motivate us, I imagine...
JAR JAR : Yousa tinken yousa people ganna die?
AMIDALA : I don't know.
JAR JAR : Gungans ganna get pasted too, eh?
AMIDALA : I hope not.
JAR JAR : Gungans do die'n without a fight.... wesa warriors. Wesa gotta
grand army. Dat why you no liken us, metinks.

PALPATINE and CAPTAIN PANAKA rush into the rom and bow before the QUEEN.

CAPT. PANAKA : Your Highness, Senator Palpatine has been nominated to
succeed Valorum as Supreme Chancellor.
PALPATINE : A surprise, to be sure, but a welcome one. I promise, Your
Majesty, if I am elected, I will bring democracy back to the Republic. I
will put an end to corruption. The Trade Fedreation will lose its influence
over the bureaucrats, and our people will be freed.
AMIDALA : Who else can be nominated?
CAPT. PANAKA : Bail Antilles of Alderaan and Ainlee Teem of Malastare.
PALPATINE : I feel confident...our "situation" will create a strong
sympaphy vote for us... I will be Chancellor, I promise you.
AMIDALA : I fear by the time you have control of the bureaucrats, Senator,
there will be nothing left of our cities, our people, our way of life...
PALPATINE : I understand your concern, Your Majesty; unfortunately, the
Federation has possession of our planet. The law is in their favor.
AMIDALA : With the Senate in transition, there is nothing more I can do
here...Senator, this is your arena. I feel I must return to mine. I have
decided to go back to Naboo. My place is with my people.
PALPATINE : Go back!! But, Your Majesty, be realistic! You would be in
danger. They will force you to sign the treaty.
AMIDALA : I will sign no treaty, Senator. My fate will be no different from
that of our people. Captain!
CAPT. PANAKA : Yes, Your Highness?
AMIDALA : Ready my ship!
CAPT. PANAKA : Please, Your Majesty, stay here...where it's safe.
AMIDALA : No place is safe, if the Senate doesn't condemn this invasion. It
is clear to me now that the Republic no longer functions as a democracy. If
you win the election, Senator, I know you will do everything possible to
stop the Federation. I pray you will bring sanity and compassion back to
the Senate.

AMIDALA and her RETINUE exit the room. PALPATINE has a self-satisfied smile
on his face.

INT. TEMPLE OF THE JEDI - COUNCIL CHAMBERS - TWILIGHT

ANAKIN, OBI-WAN, and QUI-GON stand before the TWELVE MEMBERS OF THE JEDI
COUNCIL.

YODA : ...Correct you were, Qui-Gon.
MACE WINDU : His cells contain a high concentration of midi-chlorians.
KI-ADI : The Force is strong with him.
QUI-GON : He's to be trained, then.

The COUNCIL MEMBERS look to one another.

MACE WINDU : No. He will not be trained.

ANAKIN is crestfallen; tears begin to form in his eyes.

QUI-GON : No??!!

OBI-WAN smiles.

MACE WINDU : He is too old. There is already too much anger in him.
QUI-GON : He is the chosen one...you must see it.
YODA : Clouded, this boy's future is. Masked by his youth.
QUI-GON : I will trin him, then. I take Anakin as my Padawan learner.

OBI-WAN reacts with surprise. ANAKIN watches with interest.

YODA : An apprentice, you have, Qui-Gon. Impossible, to take on a second.
MACE WINDU : We forbid it.
QUI-GON : Obi-Wan is ready...
OBI-WAN : Iam ready to face the trials.
YODA : Ready so early, are you? What know you of ready?

ANAKIN watches as QUI-GON and OBI-WAN exchange angry looks.

QUI-GON : Headstrong....and he has much to learn about the living Force,
but he is capabe. There is little more he will learn from me.
YODA : Our own council we will keep on who is ready. More to learn, he
has...
MACE WINDU : Now is not the time for this...the Senate is voting for a new
Spreme Chancellor. Queen Amidala is returning home, which will put pressure
on the Federation, and could widen the confrontation.
YODA : And draw out the Queen's attacker.
KI-ADI : Events are moving fast...too fast.
MACE WINDU : Go with the Queen to Naboo and discover the identity of the
dark warrior. That is the clue we need to unravel this mystery of the Sith.

YODA : Young Skywalker's fate will be decided later.
QUI-GON : I brought Anakin here; he must stay in my charge. He has nowhere
else to go.
MACE WINDU : He is your ward, Qui-Gon...we will not dispute that.
YODA : Train him not. Take him with you, but train him not!
MACE WINDU : Protect the Queen, but do not intercede if it comes to war
until we have the Senate's approval.
YODA : May the Force be with you.

OBI-WAN, QUI-GON, and ANAKIN leave.

EXT. CORUSCANT - SENATE LANDING PLATFORM - NIGHT

QUI-GON, OBI-WAN, and ANAKIN stand on the landing platform outside the
ship. ARTOO whistles a happy tune as he leans over the edge of the
platform, watching the traffic. Suddenly, he leans over too far and falls
overboard. After a moment, he reappears, using his on-board jets to propel
himself back onto the landing platform. The wind whips at ANAKIN as he
listens to the JEDI.

OBI-WAN : It is not disrespect, Master, it is the truth.
QUI-GON : From your point of view....
OBI-WAN : The boy is dangerous...they all sense it. Why can't you?
QUI-GON : His fate is uncertain, not dangerous. The Council will decide
Anakin's future...that should be enough for you. Now get on board!
OBI-WAN reluctantly boards the Naboo spacecraft followed by ARTOO. QUI-GON
goes over to ANAKIN.
ANAKIN : Master Qui-Gon, sir, I do not wish to be a problem.
QUI-GON : You won't be, Annie....I'm not allowed to train you, so I want
you to watch me and be mindful...always remember, your focus determines
your reality. Stay close to me and you will be safe.
ANAKIN : Master, sir...I've been wondering...what are midi-chlorians?
QUI-GON : Midi-chlorians are a microcopic lifeform that reside within all
living cells and communicates with the Force.
ANAKIN : They live inside of me?
QUI-GON : In your cells. We are symbionts with the midi-chlorians.
ANAKIN : Symbionts?
QUI-GON : Life forms living together for mutual advantage. Without the
midi-chlorians, life could not exist, and we would have no knowledge of the
Force. They continually speak to you, telling you the will of the Force.
ANAKIN : They do??
QUI-GON : When you learn to quiet your mind, you will hear them speaking to
you.
ANAKIN : I don't understand.
QUI-GON : With time and training, Annie...you will.

Two taxis pull up, and CAPTAIN PANAKA, SENATOR PALPATINE, TWENTY OR SO
TROOPS, GUARDS, and OFFICERS walk briskly toward the ship, followed by
QUEEN AMIDALA, PADME, EIRTAE, and finally, JAR JAR. AMIDALA and her
HANDMAIDENS stop before the JEDI.

QUI-GON : (Cont'd) Your Highness, it is our pleasure to continue to serve
and protect you.
AMIDALA : I welcome your help. Senator Palpatine fears the Federation means
to destroy me.
QUI-GON : I promise you, I will not let that happen.

AMIDALA enters the ship, followed by her HANDMAIDENS. JAR JAR hugs QUI-GON
and ANAKIN.

JAR JAR : Wesa goen home!

They ALL move onto the ship. The ship takes off.

INT. NABOO PALACE - THRONE ROOM - THEED - NIGHT

NUTE and RUNE stand before a hologram of DARTH SIDIOUS.

DARTH SIDIOUS : The Queen is on her way to you. I regret she is of no
further use to us. When she gets there, destroy her.
NUTE : Yes, my Lord.
DARTH SIDIOUS : Viceroy, is the planet secure?
NUTE : Yes, my Lord, we have taken over the last pockets of primitive life
forms. We are in complete control of the planet now.
DARTH SIDIOUS : Good. I will see to it that in the Senate, things stay as
they are. I am sending Darth Maul to join you. He will deal with the Jedi.
NUTE : Yes, my Lord.

DARTH SIDIOUS fades off.

RUNE : A Sith lord here with us?!!

INT. SPACE - NABOO SPACECRAFT COCKPIT

ANAKIN stands next to the PILOT, RIC OLIE, pointing to various buttons and
gauges.

ANAKIN : ...and that one?
RIC OLIE : The forward stabalizer.
ANAKIN : And those control the pitch?
RIC OLIE : You catch on pretty quick.

INT. NABOO SPACECRAFT - QUEEN'S CHAMBERS

SABE and EIRTAE stand behind QUEEN AMIDALA as she talks with QUI-GON and
CAPTAIN PANAKA. OBI-WAN and JAR JAR watch.

CAPT. PANAKA : The moment we land the Federation will arrest you, and force
you to sign the treaty.
QUI-GON : I agree...I'm not sure what you hope to accomplish by this.
AMIDALA : I'm going to take back what's ours.
CAPT. PANAKA : There are only twelve of us, Your Highness....we have no
army.
QUI-GON : I cannot fight a war for you, Your Highness, only protect you.
AMIDALA : Jar Jar Binks!

JAR JAR looks around, puzzled.

JAR JAR : Mesa, Your Highness?
AMIDALA : Yes. I need your help.

INT. NABOO CRUISER COCKPIT - DAY

The Naboo Cruiser heads toward the lush green planet. There is only one
Federation battle cruiser orbiting. OBI-WAN and CAPTAIN PANAKA spot it on
the view screen.

PANAKA : The blockade's gone.
OBI-WAN : The war's over...No need for it now.
RIC OLIE : I have one battleship on my scope.
OBI-WAN : A droid control ship.
PANAKA : They've probably spotted us.
OBI-WAN ; We haven't much time.

INT. NABOO SPACECRAFT - MAIN HOLD

The QUEEN, CAPTAIN PANAKA, TROOPS, and HANDMAIDENS get ready to disembark
as the ship alnds. The elevator door slides open, and ANAKIN emerges into
the hold area. He see PADME and run up to her.

ANAKIN : Hi! Where have you been?
PADME : Annie! What are you doing here?
ANAKIN : I'm with Qui-Gon...but...they're not going to let me be a Jedi.
I'm too old.
PADME : This is going to be dangerous, Annie.
ANAKIN : Is it? I can help... Where are we going?
PADME : To war, I'm afraid. The Queen has had to make the most difficuld
decision of her life. She doesn't believe in fighting, Annie. We are a
peaceful people...
ANAKIN : I want to help...I'm glad you're back.

ANAKIN smiles. PADME smiles back.

EXT. NABOO SWAMP - DAY

The Naboo spacecraft has landed in the Gungan swamp. TROOPS unload the
ships in the background as OBI-WAN approaches QUI-GON.

OBI-WAN : Jar Jar is on his way to the Gungan city, Master.

QUI-GON's thoughts are elsewhere.

QUI-GON : Good.

OBI-WAN and QUI-GON stand silently for a moment.

OBI-WAN : Do you think the Queen's idea will work?
QUI-GON : The Gungans will not easily be swayed, and we cannot use our
power to help her.
OBI-WAN : I'm...I'm sorry for my behavior, Master. It is not my place to
disagree with you about the boy. I am grateful you think I am ready for the
trials.

QUI-GON looks at him for a long moment.

QUI-GON : You have been a good apprentice. You are much wiser than Iam,
Obi-Wan. I foresee you will become a great Jedi Knight.

EXT. NABOO SWAMP - UNDERWATER - DAY (FX)

JAR JAR swims down into Bubble City.

INT. OTOH GUNGA - CITY SQUARE

JAR JAR enters the main square of the bubble city. He stands, stunned, in
amazement and fear. He is nervous and shaking.

JAR JAR : Ello! Where das everybody?

The plaza is empty. He notices that many of the buildings are shot up as if
there had been a battle of some kind.

EXT. NABOO SWAMP LAKE - DAY

JAR JAR exits the swamp lake and walks over to QUEEN AMIDALA, CAPTAIN
PANAKA, OBI-WAN, and QUI-GON. PADME, EIRTAE, RABE, ANAKIN, and ARTOO,
FOUR
PILOTS, and EIGHT GUARDS stand in the background near the starship.

JAR JAR : Dare-sa nobody dare. All gone. Some kinda fight, I tink. Sorry,
no Gungas...no Gungas.
CAPT. PANAKA : Do you think they have been taken to camps?
OBI-WAN : More likely they were wiped out.
JAR JAR : No...mesa no tink so. Gungan hiden. When in trouble, go to sacred
place. Mackineeks no find them dare.
QUI-GON : Do you know where they are?

EXT. NABOO SWAMP - DAY

The GROUP follows JAR JAR as he moves through the swamp. JAR JAR stops and
sniffs the air. The GROUP stop behind him.

JAR JAR : Dissen it.

JAR JAR makes a strange chattering noise. Suddenly, out of nowhere, CAPTAIN
TARPALS and SIX OTHER GUNGAN TROOPS riding on KAADUS emerge from the brush.

JAR JAR : (Cont'd) Heyo-dalee, Captain Tarpals.
CAPT. TARPALS : Binks!! Noah gain!
JAR JAR : We comen to see da boss.

CAPTIAN TARPALS rolls his eyes.

CAPT. TARPALS : Ouch time, Binks... Ouch time for all-n youse.

EXT. NABOO SACRED TEMPLE RUINS - DAY

JAR JAR, QUEEN AMIDALA, ANAKIN, ARTOO, QUI-GON, OBI-WAN, PADME, RABE,
EIRTAE, and the rest of her group are led through a clearing full of GUNGAN
refugees. At the far end are the ruins of a grand temple with massive
carved heads. BOSS NASS and several other COUNCIL MEMBERS walk out on the
top of a three-quarter-submerged head.

BOSS NASS : Jar Jar, yousa payen dis time. Who's da uss-en others??

QUEEN AMIDALA steps forward. CAPTAIN PANAKA and the JEDI stand behind her.

AMIDALA : I am Queen Amidala of the Naboo...I come before you in peace.
BOSS NASS : Naboo biggen. Yousa bringen da Mackineeks... Dya busten uss-en
omm. Yousa all bombad. Yousa all die'n, mesa tink.

CAPTAIN PANAKA and HALF A DOZEN GUARDS and PILOTS look around nervously,
and the GUNGAN TROOPS lower their long power poles. The JEDI stay relaxed.
ANAKIN watches everything with great interest.

AMIDALA : We wish to form an alliance...

Suddenly, PADME steps forward.

PADME : Your Honor...

ARTOO whistles a quiet "uh oh."

BOSS NASS : Whosa dis?
PADME : I am Queen Amidala (points to Queen) This is my decoy...my
protection...my loyal bodyguard.

ANAKIN is stunned. OBI-WAN and QUI-GON give each other a knowing look.

PADME : (Cont'd) ...I am sorry for my deception, but under the
circumstances it has become necessary to protect myself. Although we do not
always agree, Your Honor, our two great societies have always lived in
peace...until now. The Trade Federation has destroyed all that we have
worked so hard to build. You are in hiding, my people are in camps. If we
do not act quickly, all will be lost forever...I ask you to help us...no, I
beg you to help us.

PADME drops to her knees and prostrates herself before BOSS NASS. There is
a gasp from CAPTAIN PANAKA, HIS TROOPS, and the HANDMAIDENS.

PADME : (Cont'd) We are your humble servants...our fate is in your hands.

Slowly, CAPTAIN PANAKA and his TROOPS bow down before the GUNGAN COUNCIL.
Then the HANDMAIDENS, ANAKIN, and finally the JEDI. The GUNGANS are puzzled
by this. BOSS NASS begins to laugh.

BOSS NASS : Yousa no tinken yousa greater den da Gungans.. Mesa like dis.
Maybe wesa bein friends.

INT. NABOO PALACE - THRONE ROOM - DAY

NUTE, RUNE, and DARTH MAUL walk with a hologram of DARTH SIDIOUS.

NUTE : ...we've sent out patrols. We've already located their starship in
the swamp....It won't be long, My Lord.
DARTH SIDIOUS : This is an unexpected move for her. It's too aggresive..
Lord Maul, be mindful.
DARTH MAUL : Yes, my Master.
DARTH SIDIOUS : Be patient... Let them make the first move.

EXT. NABOO EDGE OF SWAMP  GRASS PLAINS - DAY

A GUNGAN SENTRY sits on top of the ancient temple heah, searching the
landscape with a pair of electrobinoculars. He sees something and yells
down to ANAKIN at the foot of the statue.

GUNGAN LOOKOUT : Daza comen!
ANAKIN : All right. They're here!

ANAKIN yells and runs over to PADME and the JEDI, who are discussing a
battle plan with FIVE GUNGAN GENERALS. SABE and EIRTAE stand nearby. BOSS
NASS puts his arm around JAR JAR.

BOSS NASS : Yousa doen grand. Jar Jar bringen da Naboo together.
JAR JAR : Oh, no, no, no...
BOSS NASS : So, wesa maken yousa Bombad General.
JAR JAR : General??! Oh, no..

JAR JAR's eyes roll back, his tongue flops out and he faints.
FOUR SPEEDERS pull up to the GROUP. CAPTAIN PANAKA and a DOZEN OR SO
GUARDS
and PILOT pile out and join the group.

PADME : What is the situation?
CAPT. PANAKA : Almost everyone's in camps. A few hundred police and guards
have formed an underground movement. I brought as many of the keaders as I
could. The Federation Army's also much larger than we thought, and much
stronger. Your Highness, this is a battle I do not think we can win.
PADME : The battle is a diversion. The Gungans must draw theDroid Army away
from the cities. We can enter the city using the secret passages on the
waterfall side. Once we get to the main entrance, Captain Pnaka will create
a diversion, so that we can enter the palace and capture the Viceroy.
Without the Viceroy, they will be lost and confused.

QUI-GON and OBI-WAN look on with interest.

PADME : (Cont'd) What do you think, Master Jedi?
QUI-GON : The Viceroy will be well guarded.
CAPT. PANAKA : The difficulty's getting into the throne room. Once we're
inside, we shouldn't have a problem.
QUI-GON : There is a possibility with this diversion many Gungans will be
killed.
BOSS NASS : Wesa ready to do are-sa part.

JAR JAR smiles a very worried and sheepish grin. ANAKIN watches with
interest, as does ARTOO.

PADME : We have a plan which should immobilize the Droid Army. We will send
what pilots we have to knock out the Droid control ship which is orbiting
the planet. If we can get past their rayshields, we can sever communication
and their droids will be helpless.
QUI-GON : A well-conceived plan. However, there's great risk. The weapons
on your fighters may not penetrate the shields on the control ship.
OBI-WAN : And there's an even bigger danger. If the Vicroy escapes, Your
Highness, he will return with another droid army.
PADME : That is why we must not fail to get to the Viceroy. Everything
depends on it.

INT. THEED - PALACE - THRONE ROOM - DAY

NUTE, RUNE, DARTH MAUL, OOM-9, and a hologram of DARTH SIDIOUS walk through
the throne room.

DARTH SIDIOUS : ...she is more foolish than I thought.
NUTE : We are sending all available troops to meet this army of hers
assembling near the swamp. It appears to be made up of primitives. We do
not expect much resistance.
OOM-9 : I am increasing security at all Naboo detention camps.
DARTH MAUL : I feel there is more to this, My Master. The two Jedi may be
using the Queen for their own purposes.
DARTH SIDIOUS : The Jedi cannot become involved. They can only protect the
Queen. Even Qui-Gon Jinn will not break that conenant.... This will work to
our advantage...
NUTE : I have your approval to proceed then, My Lord.
DARTH SIDIOUS : Proceed. Wipe them put...all of them. INT. NABOO SWAMP LAKE
- DAY (FX)

All is peaceful. SMALL CRITTERS drink out of a large swamp lake. Suddenly
there is a disturbance in the middle of the lake. A rush of bubbles, then a
GUNGAN SOLDIER riding a KAADU emerges from the water, followed by SEVERAL
OTHERS. FROGS and OTHER LITTLE ANIMALS flee in all directions as the GUNGAN
ARMY marches through the swamp. The KAADU shake themselves off as they exit
the lake. When JAR JAR's KAADU shakes off, JAR JAR falls off.
SOLDIERS on huge, lizard-like FAMBAAS with large shield generators mounted
on their backs follow the marching WARRIORS. The GUNGAN ARMY heads out of
the swamp and onto the rolling grassy hills.
HUNDREDS OF GUNGAN WARRIORS march in lon lines toward the horizon.
Federation tanks move up to a ridge and stop. In the distance they see the
GUNGAN ARMY marching toward them. The GUNGAN GENERAL CEEL sees the tanks on
the ridge and orders a halt. The GUNGANS are spread out in a large line.
JAR JAR is nervous. GENERAL CEEL signals to the shield operators.

GENERAL CEEL : Energize the shields.

A red ray shoots out of the generator and blasts into a large dish on the
back of a second FAAMBA and spreads like an umbrella over the assembled
WARRIORS.

EXT. THEED - CENTRAL PLAZA - DAY

PADME, followed by EIRTAE, OBI-WAN, QUI-GON, ANAKIN, and ARTOO, stealthily
makes her way toward the entrance to the main hanger. They are followed by
about TWENTY NABOO GUARDS, PILOTS, and TROOPS. They stop, and PADME uses a
small red laser light to signal across the plaza to CAPTAIN PANAKA, RABE
and TWENTY OTHER ASSORTED NABOO TROOPS. They signal back. QUI-GON leans
over to ANAKIN.

QUI-GON : Once we get inside, Annie, you find a safe placeto hide and stay
there.
ANAKIN : Sure.
QUI-GON : And stay there!

DROID TROOPS mill about the tank-filled plaza. At the far end of the plaza,
SEVERAL DROIDS begin to run and fire. NABOO SOLDIERS begin to fire back at
the BATTLE DROIDS.
As the ruckus erupts at one end of the plaza, PADME and her TROOPS rush
into the main hanger. CAPTAIN PANAKA and HIS SOLDIERS continue to engage
the DROIDS outside.

INT. THEED - CENTRAL HANGER - DAY

ALARMS ARE SOUNDING a PADME, the JEDI, ANAKIN, EIRTAE, and PADME's TROOPS
rush into the hanger. BATTLE DROIDS begin firing at them as they run for
cover. ANAKIN runs under a Naboo fighter. The JEDI deflect bolts aimed at
PADME back onto the BATTLE DROIDS, causing them to EXPLODE.

INT. THEED - PALACE THRONE ROOM - DAY

NUTE, RUNE, and FOUR COUNCIL MEMBERS watch the plaza battle on a large view
screen.

NUTE : I thought the battle was going to take place far from here...this is
too close!
RUNE : What is going on?

DARTH MAUL enters the throne room.

DARTH MAUL : I told you there was more to this...the Jedi are involved.

EXT. NABOO GRASS PLAINS - DAY (FX)

The Federation tanks begin to fire on the GUNGANS, but they are protected
by their energy shield. The tanks stop firing, and the GUNGANS CHEER, until
they see the doors to the massive transports open, and racks of BATTLE
DROIDS are pulled out and lined up by a squad of STAPS.
The BATTLE DROIDS reconfigure into their standing position. The GUNGANS get
ready for an attack. OOM-9 gives the command to move forward, and THOUSANDS
OF DROIDS march toward the GUNGANS.
The GUNGANS power up their weapons. The DROIDS slowly march through the
protective shield and start firing. The GUNGANS throw their power poles and
fling small balls of energy with slingshots. The WARRIORS dump large balls
of energy into mortars that heat up and fire the energy goo onto the BATTLE
DROIDS, causing them to short out.
The battle rages and the GUNGANS defend their shield generators against the
ARMY OF DROIDS. OOM-9 watches from a tank on a hill overlooking the battle.

INT. THEED - CENTRAL HANGER - DAY

ANAKIN hides behind one of the Naboo fighters, ducking as large bolts whiz
past and EXPLODE near him. PADME and the TWO JEDI destroy BATTLE DROIDS
right and left. The QUEEN'S TROOPS and EIRTAE also blast away at the
DROIDS. PADME signals to her pilots.

PADME : Get to your ships!

The PILOTS and ARTOO UNITS run for the Naboo fighter craft stacked in the
hanger bay. ONE OF THE PILOTS jumps into a fighter right above where ANAKIN
is hiding.

FIGHTER PILOT : Better find a new hiding place, kid. I'm taking this ship.

The ship begins to levitate out of the hanger. BATTLE DROIDS fire at it as
it falls in behind five other fighters. ARTOO whistles to ANAKIN from a
second fighter not far away. ANAKIN runs and jumps into the second fighter
to hide.

EXT. THEED - CENTRAL PLAZA - DAY (FX)

Two Naboo starfighters exit the main hanger. A tank fires at them, hitting
one of them, which causes it to pinwheel into the ground and EXPLODE.

INT. THEED - CENTRAL HANGER - DAY

CAPTAIN PANAKA, SABE and NABOO TROOPS rush into the hanger and overwlm the
few remaining BATTLE DROIDS. PADME, OBI-WAN, and QUI-GON join forces with
CAPTAIN PANAKA.

PADME : My guess is the Viceroy is in the throne room.

She looks to QUI-GON.

QUI-GON : I agree.

They start to head for the exit, on the way passing the fighter where
ANAKIN is hiding. ARTOO whistles a greeting as ANAKIN peeps out of the
cockpit.

ANAKIN : Hey! Wait for me.
QUI-GON : No, Annie, you stay there. Stay right where you are.
ANAKNI : But, I...
QUI-GON : Stay in that cockpit.

They head for the exit. As they are about to go through the door, suddenly
everyone scatters, revealing DARTH MAUL standing in the doorway. CAPTAIN
PANAKA, PADME, and HER TROOPS back away. QUI-GON and OBI-WAN step forward.

QUI-GON : (Cont'd) We'' handle this...

The TWO JEDI take off their capes and ignite their laser swords. DARTH MAUL
takes off his cape, and ignites his laser sword. Both ends of the sword
light up.
At the far end of the hanger, SIX WHEEL DROIDS roll in and transform into
their battle position. ARTOO calls ANAKIN's attention to the DROIDS. The
JEDI begin to fight the Sith Lord.

ANAKIN : Oh, no...

The DROIDS begin to advance and start firing on PADME and HER TROOPS.

ANAKIN : (Cont'd) We gotta do something, Artoo.

ARTOO whistles a reply. Suddenly, the ship's systems go on, and the ship
begins to levitate.

ANAKIN : (Cont'd) All right, thanks Artoo! Great idea! I'll take over.
Let's see...

ANAKIN steers the ship toward the DROIDS. He pushes a button, and the ship
begins to shake.

ANAKIN : (Cont'd) Where's the trigger? Oops, wrong one.. Maybe this one....

ANAKIN pushes a second button, and the lasers begin to fire, wiping out
several DESTROYER DROIDS. ARTOO whistles a cheer.

ANAKIN : (Cont'd) Yeah, all right. "Droid blaster." Yeah!

The JEDI are engaged in a fierce sword fight with DARTH MAUL. They have
moved into the center of the hanger. While the WHEEL DROIDS are momentarily
distracted by ANAKIN, CAPTAIN PANAKA, PADME, and HER TROOPS exit into a
palace hallway.
The WHEEL DROIDS start firing at ANAKIN. There are EXPLOSIONS all around
him.

ANAKIN : (Cont'd) Oops...shield up! Always on the right...shields always on
the right.

ANAKIN flips several switches, and the after-burner ignites.

ANAKIN : (Cont'd) I know we're moving. I'll shut the energy drive down.

The fighter rockets out of the hanger. ARTOO and ANAKIN hold on for dear
life.

ANAKIN : (Cont'd) Oops!! Wrong one.

ARTOO beeps.

ANAKIN : (Cont'd) I'm not doing anything!

ARTOO beeps.

ANAKIN : (Cont'd) I know...I didn't push anything.

The SITH LORD's moves are incredible. He is fighting the TWO JEDI at once,
flipping into the air, outmaneuvering them at every turn.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The Naboo fleet leaves the planet and heads toward the space station.

RIC OLIE : Bravo Flight A, take on the fighters. Flight B, make the run on
the transmitter.
BRAVO TWO : Roger, Bravo Leader.

The fleet approaches the space station. Many Federation fighters exit the
hangers and attack.

RIC OLIE : Enemy fighters straight ahead!

EXT. NABOO GRASS PALINS - DAY

JAR JAR's clumsiness works for him in the battle. He gets caught up in the
wiring of a blasted DROID, dragging the torso around with him, the DROID's
gun firing randomly, accidently blasting SEVERAL DROIDS in one process.
OOM-9 decides to send in the WHEEL DROIDS and gives the signal. HUNDREDS OF
WHEEL DROIDS roll out of the transports and head down toward the battle.
They slowly roll through the deflector shields, then transform themselves
once they get on the other side. The GUNGANS blast the WHEEL DROIDS with
energy balls. The DESTROYER DROIDS blast many GUNGANS.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

A giant dogfight ensues. ANAKIN's fighter flies into space above Naboo.
ARTOO beeps a worried concern.

ANAKIN : The Autopilot is searching for what other ships?

ARTOO beeps and whistles.

ANAKIN : (Cont'd) There is no manual override, Artoo. You'll have to rewire
it or something.

ARTOO chirps that he's trying.

ANAKIN : (cont'd) Look! There they are! That's where the autopilot is
taking us.

ANAKIN's fighter flies toward the Federation Battleship.

INT. THEED - CENTRAL HANGER - DAY

The SITH LORD drives the JEDI out of the hanger and nto the power generator
area next door.

INT. THEED - POWER GENERATOR PIT - DAY

Three swords are crossed in an intense display of swordmanship. The JEDI
and the SITH LORD fight their way across the narrow bridge of the Theed
power generator. DARTH MAUL jumps onto the bridge above them. The JEDI
follow, one in front of the SITH LORD and one behind. They continue their
sword fight.

INT. THEED - PALACE - HALLWAY - DAY

PADME, CAPTAIN PANAKA, EIRTAE, SABE and THIER TROOPS are trapped in a
hallway by BATTLE DROIDS.

PADME : We don't have time for this, Captain.
CAPT. PANAKA : Let's try the outside stairway.

CAPTAIN PANAKA blasts a hole in the window, and they make their way outside
the building onto a ledge about six stories above a raging waterfall. SABE,
EIRTAE and about TWENTY NABOO SOLDIERS stay in the hallway to hold off the
BATTLE DROIDS.

EXT. THEED - PALACE - OVER WATERFALL - DAY

PADME, CAPTAIN PANAKA, and about TEN OTHER NABOO SOLDIERS are lined up
along the edge. They have pulled small attachments out of their pistols and
fire at a ledge about four stories above them. Thin cables shoot out of the
pistols and are embedded into the ledge. PADME, CAPTAIN PANAKA, and the
OTHERS begin to climb up the wall.

EXT . NABOO GRASS PLAINS DAY

The GUNGAN ARMY is no match for the DESTROYER DROIDS. JAR JAR tries to run
from the BATTLE DROIDS.

GENERAL CEEL : Retreat! Retreat!

The GUNGANS begin to turn and run, on foot, on their kaadu, and in wagons.
JAR JAR attempts to escape on a wagon of energy balls but only manages to
unhitch the back gate, causing all of the energy balls to roll out of the
wagon and down the hill. JAR JAR scrambles to avoid being hit by one of the
balls. FOUR DESTROYER DROIDS aren't so lucky. They get blasted by the
energy balls.
The GUNGANS renew their attack on the DROID ARMY. JAR JAR's bumbling
destroys several more DESTROYER DROIDS.

INT. NABOO STARFIGHTER - COCKPIT -SPACE

ANAKIN finds himself in the middle of the space battle. A ship explodes
behind him (over his left shoulder).

ANAKIN : Whoo, boy! This is tense!

He looks forward to see enemy ships approaching head on.

ANAKN : (Cont'd) : Oops! Artoo, get us off Autopilot!

ARTOO screams a reply.

ANAKIN : (Cont'd) I've got control?

ANAKIN fips switches.

ANAKIN : (Cont'd) Okay, let's go left!

He moves the controls left and the ship responds, turning left.

ANAKIN : (Cont'd) Yes...I've got control. You did it, Artoo!

ARTOO beeps

ANAKIN : (Cont'd) Go back!?! Qui-Gon told me to stay in this cockpit and
that's what I'm gonna do. Now c'mon!

An enemy fighter comes into his sights. ANAKIN pushes the controls and
instead of firing, his fighter accelerates past the enemy ship.

ANAKIN : (Cont'd) Oops! Whoa!

Now the enemy ship is on his tail. He tries evasive maneauvers.

ANAKIN : (Cont'd) I'll try spinning, that's a good trick.

ANAKIN rolls the ship as ARTOO screams desperately.

ANAKIN : (Cont'd) I know we're in trouble! Hang on! The way out of this
mess is the way we got into it.

ARTOO beeps a reply.

ANAKIN : (Cont'd) Which one? This one?

ANAKIN yanks on the reverse thrusters and the ship slows instantly- the
enemy fighter shoots past and explodes against the space station.

INT. NABOO STARFIGHTER - COCKPIT - SPACE

The SQUADRON attacks the space station.

RIC OLIE : Bravo flight...go for the central bridge.
BRAVO TWO : ROger, Bravo Leader.

The attack is fruitless.

RIC OLIE : Their deflector shield is too strong. We'll never get through
it.

Meanwhile, ANAKIN is being chased by another fighter. ARTOO shrieks.

ANAKIN : I know, Artoo! This isn't Podracing!

The enemy ship fires and hits ANAKIN's fighter, sending it into a spin.
ARTOO screams.

ANAKIN : (Cont'd) We're hit!

ANAKIN regains control as his ship enters the space station hanger.

ANAKIN : (Cont'd) Great gobs of bantha poo-doo!

ANAKIN's ship dodges parked transport ships and other obstacles. A huge
bulkhead blocks his way. ARTOO beeps.

ANAKIN : (Cont'd) I'm trying to stop! I'm trying to stop! Whoa!

ANAKIN hits the reverse thrusters and the ship skids to a stop on the
hanger deck. ARTOO givesout a worried whistle.

ANAKIN : (Cont'd) All right! All right! Get the system started!

ANAKIN ducks down to adjust a control panel.

ANAKIN : (Cont'd) Everything's overheated. All the lights are red.

ARTOO sees DROIDS appraoching, and beeps frantically.

INT. THEED - POWER GENERATOR PIT - DAY

The laser sword battle continues on the small catwalk around the vast power
pit. DARTH MAUL kicks OBI-WAN off one of the ramps and he falls several
levels. QUI-GON knocks the DARK LORD off another ramp, and he lands hard on
a ramp two levels below. QUI-GON jumps down after him. The DARK LORD backs
away along the catwalk into a small door. QUI-GON follows as OBI-WAN runs
to catch up.

INT. THEED - POWER GENERATOR ELECRIC BEAM - HALLWAY

The SITH LORD, followed by QUI-GON, enters a long hallway filled with a
series of deadly rays that go on and off in a pulsing pattern that shoots
down the corridor every minute or so. DARTH MAUL makes it down several
walls of deadly rays before they close. QUI-GON is one wall away from the
DARK LORD. OBI-WAN is just starting into it and is five walls way from
DARTH MAUL.
The JEDI must wait until the next pulse to advance down the corridor.
OBI-WAN is impatient and paces, waiting for the wall of rays to open.
QUI-GON sits and meditates. The SITH LORD tries to patch up his wounds.

INT. THEED - PALACE - HALLWAY TO THRONE ROOM

A window in the hallway blasts apart. PADME, CAPTAIN PANAKA, and HER
SOLDIERS climb into the hallway. They head for the door to the throne roo.
Suddenly, two DESTROYER DROIDS skitter in front of the door. PADME turns
around and sees TWO MORE appear at the far end of the hallway, trapping
them in the middle.
PADME throws down her pistol and turns to CAPTAIN PANAKA.

PADME : Throw down your weapons. They win this round.
CAPT. PANAKA : But we can't....
PADME : Captain, I said throw down your weapons.

CAPTAIN PANAKA and HIS MEN throw down their weapons.

EXT. NABOO GRASS PLAINS - DAY

A DESTROYER DROID blasts one of the shield generators, causing it to
EXPLODE. The protective shield begins to weaken and fall apart.OOM-9 sees
the shield weaken and orders his tanks forward. The GUNGAN GENERAL signals
a retreat as the tanks enter the battle.
The GUNGANS flee as fast as they can. JAR JAR is blown off his KAADU and
lands on one of the tank guns. A GUNGAN WARRIOR signals JAR JAR to jump
off. JAR JAR is afraid. The gun swings around trying to knock JAR JAR off.
JAR JAR hangs from the tank barrel as it moves along. Finally, he jumps
onto a KAADU behind a GUNGAN WARRIOR. EXPLOSIONS from the tank fire are
everywhere. It is chaos.

INT. THEED - POWER GENERATOR ELECTRIC BEAM - HALLWAY

The electric rays cycle as QUI-GON sits meditating. The wall of the deadly
rays turn away, and OBI-WAN starts running toward QUI-GON and the DARK
LORD. When the wall between QUI-GON and DARTH MAUL opens, QUI-GON is in a
split second fighting the DARK LORD with a ferocity not seen before. They
move into the area at the end of the corridor called the melting pit, a
small area that is mostly made up of a deep hole.
The electron ray gates begin to close. OBI-WAN tries to make it to the
melting pit but is caught one gate short. He slides to a stop just before
he hits the deadly electron field.
QUI-GON and DARTH MAUL battle around the melting pit as a frustrated
OBI-WAN watches.
DARTH MAUL cathces QUI-GON off guard. The SITH makes a quick move, bashes
his lightsaber handle into QUI-GON's chin, and runs him through. QUI-GON
slumps to the floor in a heap.

EXT. NABOO GRASS PLAINS - DAY

The GUNGANS have beeb overrun. Some flee into the hills, chased by BATTLE
DROIDS on STAPS. Many OTHERS are herded into groups by BATTLE DROIDS and
DESTROYER DROIDS.
JAR JAR and GENERAL CEEL are held in a small group with OTHER OFFICERS.

JAR JAR : Dissa bad, berry bombad.
GENERAL CEEL : Mesa hopen dissa working for da Queen.

INT. THED - PALACE THRONE ROOM - DAY

PADME, CAPTAIN PANAKA, and SIX OTHER OFFICERS are brought by TEN BATTLE
DROIDS before NUTE and RUNE and FOUR NEIMOIDIAN COUNCIL MEMBERS.

NUTE : Your little insurrection is at an end, Your Highness. Time for you
to sign the treaty...and end this pointless debate in the Senate.

SADBE dressed like the Queen appears in the doorway with SEVERAL TROOPS.
Several destroyed battle droids can be seen in the distance.

SABE : I will not be signing any treaty, Viceroy, because you've lost!

NUTE and THE OTHERS are stunned to see a SECOND QUEEN. NUTE yells at the
TEN GUARDS in the room.

NUTE : After her! This one is a decoy!

SIX OF THE DROIDS rush out of the throne room after SABE. NUTE turns to
PADME.

NUTE : (Cont'd) Your Queen will not get away with this.

PADME slumps down on her throne and immediately hits a security button that
opens a panel in her desk opposite CAPTAIN PANAKA.
PADME grabs two pistols, tosses one of the to CAPTAIN PANAKA and one to an
OFFICER. She takes a third pistol and BLASTS the last of the BATTLE DROIDS.
The OFFICERS rush to the door control panel as PADME hits the switch to
close the door. The OFFICER at the door jams the controls. CAPTAIN PANAKA
throws more pistols to the OTHER GUARDS. The NEIMODIANS are confused and
afraid.

PADME : Now, Viceroy, this is the end of your occupation here.
NUTE : Don't be absurd. There are too few of you. It won't be long before
hundreds of destroyer droids break in to rescue us.

INT. THEED - POWER GENERATOR - MELTING PIT

OBI-WAN screams as the pulsing electron gate opens, and the SITH LORD
attacks him. The DARK LORD is relentless in his assault on the young JEDI.
OBI-WAN and DARTH MAUL use the Force to fling objects at each other as they
fight. DARTH MAUL seems to have the upper hand as OBI-WAN grows weary.
DARTH MAUL catches OBI-WAN off guard, and the JEDI slips into a melting
pit. He is barely able to hold onto a nozzle on the side of the pit. DARTH
MAUL grin evilly at OBI-WAN as he kicks OBI-WAN's lightsaber down the
endless shaft.
The SITH LORD smiles as he goes in for the kill. At the last moment,
OBI-WAN jumps up out of the pit, calls QUI-GON's lightsaber to hi, throwing
DARTH MAUL off. The young JEDI swings with a vengeance, cutting the SITH
down. DARTH MAUL falls into the melting pit to his death.
OBI-WAN rushes over to QUI-GON, who is dying.

OBI-WAN : Master! Master!
QUI-GON : It is too late...It's...
OBI-WAN : No!
QUI-GON : Obi-Wan promise...promise me you'll train the boy...
OBI-WAN : Yes, Master...
QUI-GON : He is the chosen one...he will...bring balance...train him!

QUI-GON dies. OBI-WAN cradles his Master, quietly weeping.

INT. NABOO STARFIGHTER - COCKPIT - FEDERATION HANGER

ANAKIN peeks over the edge of the cockpit to see BATTLE DROIDS surrounding
the ship. He ducks back down.

ANAKIN : Uh oh. This is not good.

He looks at the dashboard to see red lights.

ANAKIN : (Cont'd) The systems are still overheated, Artoo.

The BATTLE DROID CAPTAIN walks up to the ship and sees ARTOO.

BATTLE DROID CAPTAIN : Where's your pilot?

ARTOO beeps a reply.

BATTLE DROID CAPTAIN : (Cont'd) You're the pilot?

ARTOO whistles.

BATTLE DROID CAPTAIN : (Cont'd) Let me see your identification!

ANAKIN sees the dashboard lights go from red to green.

ANAKIN : Yes...we have ignition.

He flips the switch and the engine starts.

BATTLE DROID CAPTAIN : (seeing Anakin) You! Come out of there or we'll
blast you!
ANAKIN : Not if I can help it! Shields up!

ANAKIN flips a switch and the ship levitates, knocking over the BATTLE
DROID CAPTAIN. The OTHER DROIDS shoot, but the lasers are deflected by
ANAKIN's shields. ARTOO beeeps.

ANAKIN : (Cont'd) This should stop them.

ANAKIN fires lasers as the ship begins to rotate.

ANAKIN : (Cont'd) ...and take this!

He presses a button and launches two torpedos which miss the DROIDS.

ANAKIN : (Cont'd) Darn...I missed!

The two torpedos fly down a hallway and explode inside the reactor room.

ANAKIN : (Cont'd) Let's get out of here!

ANAKIN's ship roars through the hanger deck, bouncing over the DROIDS.

ANAKIN : (Cont'd) Now, this is Podracing! Whoopee!

INT. FEDERATION BATTLESHIP - BRIDGE

TEY HOW turns to CAPTAIN DOFINE.

TEY HOW : Sir, we're losing power... There is some problem with the main
reactor...
DOFINE : Impossible!! I don't...

The bridge explodes.

INT. NABOO FIGHTER - COCKPIT - SPACE

RIC OLIE watches in amazement as the Federation battleship starts to
explode from the inside out.

BRAVO TWO : What's that?? It's blowing up from the inside.
RIC OLIE : I don't know, we didn't hit it.
BRAVO THREE : Look! One of ours! Outta the main hold!!

EXT. NABOO GRASS PLAINS - DAY

Suddenly, all of the DROIDS begin to shake upside down, run around in
circles, then stop. The GUNGANS carefully move out to inspect the FROZEN
DROIDS. JAR JAR pushes one of the BATTLE DROIDS, and it falls over.

JAR JAR : Wierdind...

EXT. THEED - CENTRAL HANGER - DAY

ANAKIN and ARTOO follow the squad of yellow Naboo starfighters into the
main hanger.

INT. THEED - CENTRAL HANGER - DAY

RIC OLIE and the OTHER PILOTS gather around as thye exit their ships.

BRAVO TWO : He flew into the hold, behind the deflector shield and blasted
the main reactor...
BRAVO THREE : Amazing... They don't teach that in the academy.

ANAKIN's ship skids to a stop behind the other Naboo starfighters. RIC
OLIE, BRAVO TWO, the OTHER PILOTS, and GROUND CREW rush to his ship.

RIC OLIE : We're all accounted for. Who flew that ship?

ANAKIN sheepishly opens the cockpit and stands up. All the PILOTS stare in
amazement.

ANAKIN : I'm not going to get into trouble, am I?

ARTOO beeps. oh. oh.

INT. MAIN HANGER - COURTYARD - DAY

The large, grand cruiser of the Supreme Chancellor lands in the courtyard
of the main hanger. CAPTAIN PANAKA and TWENTY TROOPS guard NUTE GUNRAY and
RUNE HAAKO. OBI-WAN, the QUEEN, and her HANDMAIDENS stand before the
NEIMOIDIANS.

PADME : Now, Viceroy, you are going to have to go back to the Senate and
explain all this.
CAPT. PANAKA : I think you can kiss your Trade franchise goodbye.

The main ramp of the cruiser is lowered as OBI-WAN and CAPTAIN PANAKA lead
the VICEROY and HIS ASSISTANT toward the ship. The GRAND CHANCELLOR
PALPATINE and SEVERAL REPUBLIC GUARDS descend the walkway, followed by YODA
and SEVERAL OTHER JEDI MASTERS.

The CHANCELLOR PALPATINE is greeted by the QUEEN.

AMIDALA : Congratulations on youer election, Chancellor. It is so good to
see you again.
PALPATINE : It's good to be home. Your boldness has saved our people, Your
Majesty. It is you who should be congratulated. Together we shall bring
peace and prosperity to the Republic.

OBI-WAN greets YODA and the OTHER JEDI as CAPTAIN PANAKA takes the
NEIMODIANS onto the cruiser.

INT. TURRET ROOM - NABOO PALACE - LATE DAY

The sun streams into the multi-windowed room at a low angle. It is not
quite sunset. YODA paces before OBI-WAN, who is kneeling in the center of
the room.

YODA : Confer on you, the level of Jedi Knight the Coucil does. But agree
on you taking this boy as your Padawan learner, I do not.
OBI-WAN : Qui-Gon believed in him. I believe in Qui-Gon.
YODA : The Chosen One the boy may be; nevertheless, grave danger I fear in
his training.
OBI-WAN : Master Yoda, Igave Qui-Gon my word. I will train Anakin. Without
the approval of the Council if I must.
YODA : Qui-Gon's defiance I sense in you. Need that, you do not. Agree, the
council does. Your apprentice, young Skywalker will be.

EXT. THEED - CENTRAL PLAZA - FUNERAL TEMPLE STEPS - SUNSET

QUI-GON's body goes up in flames as the JEDI COUNCIL, the QUEEN, SIO
BIBBLE, CAPTAIN PANAKA, the HANDMAIDENS, and ABOUT ONE HUNDRED NABOO
TROOPES, TWENTY OTHER JEDI, PALPATINE, OBI-WAN (standing with ANAKIN), JAR
JAR, BOSS NASS, and TWENTY OTHER GUNGAN WARRIORS watch. There is a drum
roll that stops. Doves are released, and the body is gone. ANAKIN looks to
OBI-WAN.

OBI-WAN : He is one with the Force, Anakin...You must let go.
ANAKIN : What will happen to me now?
OBI-WAN : I am your Master now. You will become a Jedi, I promise.

To one side, MACE WINDU turns to YODA.

MACE WINDU : There is no doubt. The mysterious warrior was a Sith.
YODA : Always two there are....no more...no less. A maste and an
apprentice.
MACE WINDU : But which one was destroyed, the master or the apprentice?

They give each other a concerned look.

EXT. THEED - CENTRAL PLAZA - DAY

CHILDEREN SING and throw flowers on the passing GUNGAN SOLDIERS. The CROWDS
CHEER. It is a grand parade.
QUEEN AMIDALA stands next to the SUPREME CHANCELLOR PALPATINE, ANAKIN,
OBI-WAN, SIO BIBBLE, and the JEDI COUNCIL. ARTOO stands in front of the
QUEEN'S HANDMAIDENS and whistles at the parade. QUEEN AMIDALA and PALPATINE
smile at one another
In the parade are BOSS NASS and his GUARDS, JAR JAR and GENERAL CEEL. The
GUNGANS ride KAADU. They stop before the QUEEN and walk up the steps to
stand by her side.BOSS NASS holds up the Globe of Peace. EVERYONE CHEERS.
The parade marches on.

IRIS OUT

End titles

OVER BLACK
We hear labored breathing.

BLACK FRAME
QUOTE APPEARS:

"Revenge is a dish
best served cold"

- Old Klingon Proverb -
QUOTE FADES OUT

WE STAY ON BLACK
...breathing continues...

Then a MAN'S VOICE talks over the breathing;



MAN'S VOICE (O.S.)
Do you find me sadistic?

CUT TO:

BLACK AND WHITE CU of a WOMAN
lying on the floor, looking up. The woman on the floor has
just taken a severe spaghetti-western-style gang beating. Her
face is bloody, beaten up, and torn. The high contrast B W
turning the red blood into black blood.

A hand belonging to the off-screen Man's Voice ENTERS FRAME
holding a white handkerchief with the name "BILL" sewn in the
corner, and begins tenderly wiping away the blood from the
young woman's face. Little by little as the Male Voice
speaks, the beautiful face underneath is revealed to the
audience.
But what can't be wiped away, is the white hot hate that
shines in both eyes at the man who stands over her, the
"BILL" of the title.

In another    age men who shook the world for their    own purposes
were called    conquerors. In our age, the men who    shake the
planet for    their own power and greed are called    corrupters.
And of the    world's corrupters Bill stands alone.    For while he

corrupts the world, inside himself he is pure.



BILL'S VOICE (O.S.)
I bet I could fry an egg on your
head about now, if I wanted to.

He continues wiping away the blood.



BILL'S VOICE (O.S.)
No kiddo, I'd like to believe, even
now, you're aware enough to know
there isn't a trace of sadism in
my actions... Okay - Maybe towards
these other jokers - bot not your.

OVERHEAD SHOT
We see for a moment, A WIDE SHOT looking down at the woman on
the floor. Bill (from behind) bent down over her. Four others
in black suits, standing over her (three are female, one is
male). And about four DEAD BODIES lying in their own blood.
We also see we're in a wedding chapel that's been redecorated
by blood death and gunfire. And firstly or lastly, depending
on the viewer, that the woman on the floor is dressed in a
white bridal gown.
This woman is our Heroine, and from this moment forth she
will only be referred to as The BRIDE.

Back to CU of The BRIDE.

The BRIDE on the floor. Her pretty face is wiped clean.



BILL'S VOICE (O.S.)
No Kiddo at this moment, this is me
at my most masochistic.

While still in her CU The Bride speaks for the first time in
the picture. She looks up at the man standing over her and
says;



THE BRIDE
Bill, I'm pregnant. It's your baby.

After saying the "y" in "baby", we hear a BANG and The Bride
receives a bullet in the side of her head.

CUT TO:
BLACK SCREEN: Presentation Credit



"The 4th Film by
QUENTIN TARANTINO"

CUT TO:

B W CU of a Young MAN in a TUXEDO. Shot to death.

The BRIDE speaks to us in a VO;



THE BRIDE (V.O.)
That's Tim, Arthur's best friend.

CU A PRETTY YOUNG WOMAN in a frilly pink dress with two
bullet holes in her.



THE BRIDE (V.O.)
That's his girlfriend Janeen.

CU A PLUMP YOUNG WOMAN, shot to death, wedding bouquet still
clutched in her dead fist.



THE BRIDE (V.O.)
That's my best friend from work
Erica.

AN OLDER MAN IN A BLACK SUIT shot fulla holes.



THE BRIDE (V.O.)
That's the minister. I think his
name was Reverend Hillhouse.

A DEAD OLDER WOMAN by his side in an old-fashioned flower
print dress.



THE BRIDE (V.O.)
That's his wife.

A DEAD OLDER WOMAN slumped over an organ.



THE BRIDE (V.O.)
Organ player, don't know her name.

A YOUNG MAN IN A TUXEDO WITH HIS FACE BLOWN OFF.



THE BRIDE (V.O.)
That's Arthur. Arthur Plympton. The

name on his driver's license was
Charles Arthur Plympton, but for
some reason he preferred Arthur.
Maybe if he went by Carles people
would have called him Charlie. If
that was his reason for going by
Arthur I can understand it.
Nothing wrong with the name
Charlie, except he didn't look like
a Charlie, he looked like an
Arthur.
Obviously you'll have to take my
word on this. Speaking of names, I
was about two seconds away from
becoming Mrs. Charles Arthur
Plympton.

And then finally, The Bride.



THE BRIDE (V.O.)
And that, that's me. I'm the Bride.

We do a DISSOLVE from the Bride looking dead in the bridal
gown

To

The Bride, still in B W, still in a bridal gown, but the
asswippin she took in the scene before must have been in the
past, because she looks like a million dollars
now.......three million even.



INT. CAR (MOVING) - NIGHT

The Bride behind the wheel of a Volkswagen Karman Ghia
convertible. Her long blodne hair whipping in the wind. A
PROCESS SHOT PLAYS behind her.



THE BRIDE (V.O.)
Looked dead, didn't I? Well I
wasn't, but it wasn'T for lack fo
trying, I can tell you that.
Actually Bill's last bullet put me
in a coma. A coma I was to lie in
for five years.
When I woke up, ...I went on what
the movie advertisements refer to
as a Roaring Rampage of Revenge. I
roarded and I rampaged and I got
bloody satisfaction. In all, I've
killed 33 people to get to this
piont right now.
I have only one more.
The last one.

The one I'M driving to right now.
The only one left.
And when I arrive at my
destination.....
.... I'm gonna Kill Bill.


TITLE SEQUENCE

As a female-sung ballad of heartbreaking lament plays on the
soundtrack, we see the credits of "Kill Bill" play over the
Bride in her bridal gown, driving to the film's climax.

The sequence ends with the Bride arriving at Bill's home.

WE FADE TO BLACK



BLACK FRAME
TITLE APPEARS:


Chapter one

"2"


CUT TO:

EX CU The BRIDE's EYEBALL IN GLORIOUS COLOR
WE CUT OUT ONE...TWO...THREE...TO A
CU of The BRIDE IN GLORIOUS COLOR
She's sitting in a parked pickup truck. Her eyes focused on
something.

The BRIDE'S POV:
A very homey three-bedroom house in the affluent suburb of
Pasadena, California. A purple Dodge Neon sits parked in the
driveway. A tricylce, a big wheel, and a few toys sprinkle
the grass on the front yard. A mailbox with the name "The
BELLS" on it sits out in front of the lawn. We hear but don't
see ice cream truck bells.

SUBTITLE APPEARS AT SCREEN BOTTOM:


"The city of
PASADENA, CALIFORNIA"


We hear a Car Door Open and Close....THEN....The Bride Walks
into the shot, heading for the front door.

EX CU: A long, white female finger pushes a doorbell.



EXT. RESIDENTIAL PASADENA STREET - DAY

The front door opens and an attractive black HOUSEWIFE the
same age as The Bride stands in the doorway.
The Housewife's face shows immediate recognition of the
blonde on her doorstep.

The BRIDE
on the porch; we do a quick Shaw-Brothers-style Zoom into her
eyes.

FLASHBACK - SPAGHETTI WESTERN STYLE
(That means our Heroine is remembering something, and we see
it with an orange filter.) We're back inside the wedding
chapel. The Bride is taking the beating of her life by four
people in black suits. A black woman PUNCHES HER in the
face... WE see it's the black housewife, five years earlier.

The BRIDE ON THE PORCH
We Zoom quick out of her eyes to CU, a VENGEANCE THEME PLAYS
LOUD ON THE SOUNDTRACK. (Whenever we hear this theme
throughout the picture, we'll quickly learn what accompanies
it is The Bride goin Krakatoa all over whoever's ass happens
to be in front of her at that moment.) As the Vengeance Theme
plays, a Vein in The Bride's forehead begins to pulsate. When
the Vengeance Theme stops, The Bride ATTACKS The Housewife.



INT. HOUSEWIFE'S NICE HOME - DAY

The white woman and the black woman FLY into the center of
the living room, CRASHING onto her coffe table in front of
the sofa.

These two wildcats go at each other savagely, TUMBLING OVER
the couch, clawing and scratching all the way, landing
together on the plush carpet.

The HOUSEWIFE
KICKS The Bride, sending her CRASHING backwards into the
small table where the phone, a note pad (for messages), and
the mail is kept.

The Housewife scrambles up on her feet, but is caught by a
FLYING TACKLE from behind by The Bride that sends them both
into........

An ornamental iron and tempered-glass bookcase that has
framed family photos, display toys, some African art, and a
collection of painted commemorative plates depicting the
negro experience in the American military. Starting with a
plate featuring Cripis Atkins in the revolutionary war, negro
troops in union blue during the civil war, Buffalo soldiers
fighting Indians, the Jim Crow troops of the first world war,
the colored troops of world war two, Korea, Vietnam, and
finally Colin Powell....The Bride and The Housewife CRASH
THROUGH all this reducing everything to rubble.

They land hard on the floor covered in broken glass, locked
in grapple, each trying to get the best of the other one,...
When The Housewife HEADBUTTS The Bride in the nose.

The HOUSEWIFE
hops off The Bride, runs into the kitchen, opens a drawer and
comes out with a HUGE MOTHERFUCKIN BUTCHER KNIFE.

The BRIDE
rises from the floor, and WHIPS OUT a KNIFE in a sheath
hanging from her belt known as a SOG. (A SOG is a long,
double-edged knife that's as sharp as a razor, and is what
Navy Seals use to kill humans with.)

The Bride backs up into the mess of the now totally
demolished living room.

The two    woman stalk each other, each holding her blade, each
looking    like they know how to use it, each waiting for the
other to    make a mistake so they can plunge their blade deep
into the    other one.

Blood and sweat dript off of the faces of the two women
locked in life and death combat......

....When The back kitchen door opens, and a FOUR-YEAR-OLD
LITTLE GIRL, carrying a lunch box steps inside.



FOUR-YEAR-OLD GIRL
Mommy, I'm home!

The two warrior women whose eyes reflect only combat
concentration, suddenly switch upon hearing the four-year
old's voice. The Housewife's eyes flash a look of pleading to
the eyes of The Bride.

The Bride seems to answer back; "Okay."

The Black woman and the white woman hide their edged weapons
behind their backs, as the Four-Year-Old Little Girl walks
into the newly destroyed living room.

The Housewife switches to her mommy voice.



THE HOUSEWIFE
Hey baby, how was school?

The Little Girl is flabbergasted at the mess, and the
condition of her mother, who looks like she's just been in a
bar room brawl.



LITTLE GIRL
Mommy, what happened to you and the
T.V. Room?

THE HOUSEWIFE
Oh, that good for nothin dog of
yours, got his little ass in the
living room and acted a damn fool,
that's what happened.



LITTLE GIRL
Barney did this?

She says it with the slightest hint of skepticism, then tries
to enter the living room.



THE    HOUSEWIFE
Now baby, you    can't come in here,
there's broken    glass all over the
floor, and you    gonna cut yourself.

The little girl's eyes go to the blonde lady in the living
room who she ain't never seen before, who also looks like
she's been fighting.

The Bride smiles at the confused Little Girl.



THE HOUSEWIFE
This is a old friend of mommy's I
ain't seen in a long time.



THE BRIDE
Hello sweety, I'm  (BLEEP) , what's
your name?

  Whenever during the picture somebody says The Bride's real
name, it will be BLEEPED OUT ON THE SOUNDTRACK, ...that is,
till I want you to know.  

The shy, suspicious little girl doesn't say anything, she
just stares at the blond lady.



THE HOUSEWIFE
Her name is Nikki.



THE BRIDE
Nikki. What a pretty name for such
a pretty little girl. How old are
you Nikki?

Nikki still says nothing, only stares.

THE HOUSEWIFE
Nikki,  (BLEEP)  aked you a
question.



NIKKI
(to The Bride)
I'm four.



THE BRIDE
Four years    old, aye. You know I
once had a    little girl. She'd be
five right    now. Maybe you two could
of played    with each other.



THE HOUSEWIFE
Now baby, me an  (BLEEP)  have some
grown-up talk to talk about, so you
go in your room now and leave us
alone till I tell you to come out.

The child doesn't move, so the mother repeats herself.



THE HOUSEWIFE
(snapping her fingers)
Nikkia - in your room - now.

The little girl slowly walks away and disappears behind the
door of her bedroom.

The two women turn to face each other, masquerade and combat
both finished.



THE HOUSEWIFE
Want some coffee?



THE BRIDE
Yeah, sure.

The two women move into the kitchen. The Bride re-sheaths her
SOG, and The Housewife puts the butcher knife back in the
drawer.

The Bride sits down at the kitchen table, while The Housewife
pours both of them coffee.

THE HOUSEWIFE
Cream and sugar?



THE BRIDE
Both, please.

As The Housewife fixes the coffee, we hear The Bride's
VOICEOVER ON THE SOUNDTRACK:



THE BRIDE (V.O.)
This Pasadena homemaker's name is
Jeanne Bell. Her husband is Dr.
Lawrence Bell. But back when we
were acquainted, five years ago,
her name was VERNITA GREEN. Her
code name, was "COBRA"..... Mine
was BLACK MAMBA.

The two combat artists sit at the kitchen table, drinking
coffee out of Vernita's coffee mugs.



THE BRIDE
Were you expecting me?



VERNITA
Yes and no. Bill got in touch with
me right after you woke up, and
then again a little later after
your episode in Japan.
(pause)
So I suppose it's a little late for
a apology, huh?



THE BRIDE
You suppose correctly.



VERNITA
Even if I was sincere?



THE BRIDE
Oh. I'm quite positive you're
sorry, now.

Vernita says to the Bride across the table furiously but with
low volume;

VERNITA
Look bitch, I need to know if
you're gonna start anymore shit
around my baby girl!



THE BRIDE
You can relax for now. I'm not
going to murder you in front of
your daughter.



VERNITA
That's being more rational than
Bill led me to believe you were
capable of.



THE BRIDE
Well that's a demonstration of
Bill's complete ignorance when it
comes to the subject of me, and
what I'm thinking, and what I might
do. It's mercy, compassion, and
forgiveness I lack, not
rationality.

She pauses for effect -- the ham.



THE BRIDE
I'll wait for now, but I won't wait
for long. I'll allow you to choose
a time and place for us to meet
again, preferably as far away from
Nikki as possible.
I could have just HIT you, I
didn't, I demand respect for that.
Since this is not a HIT, consider
it a DUEL. And as two former Deadly
Vipers, we will observe Viper rules
of honor. One on one - no help - no
bushwhackin - no treacherous
weapons - on weapon of choice - our
skill and our bodies.

Vernita says her name;



VERNITA
 (BLEEP) 

THE BRIDE
- I'm not through telling you.
Failure to keep our date, or
duplicity of any kind, will result
in me putting a xoxo hollow point
bullet into the back of your skull
from a window of a building across
the street from Nikki's elementary
school. Now, feel free to respond.



VERNITA
Look...I know I fucked you over. I
fucked you over bad. I wish to God
I hadn't, but I did.

The blonde listens to the black woman with a poker face.



VERNITA
If I could go back in a machine I
would, but I can't. All I can tell
you is I'm a different person now.



THE BRIDE
I don't care.



VERNITA
Be that as it may, I know I do not
deserve mercy or forgiveness.
However, I beseech you for both on
behalf of my daughter.



THE BRIDE
-- Bitch, you can stop right there.

The B-word stops Vernita short, almost like a cold-handed
slap in the face (it should affect the audience that way as
well).



THE BRIDE
(leans in close)
Just because I have no wish to
murder you before the eyes of your
daughter, does not mean parading
her around in front of me is going
to inspire sympathy. You and I have
unfinished business.

And not    a goddamn fuckin thing
you've    done in the subsequent five
years -    including getting knocked
up - is    going to change that.



VERNITA
You have every right to wanna get
even --



THE BRIDE
-- But that's where you're wrong,
Vernita. I don't want to get even.
To get even, even Steven. I would
have to kill you, go into Nikki's
room, kill her, then wait for your
old man, Dr. Bell, to come home and
kill him. That would make us even.
No, my unborn daughter will just
hafta be satisfied with your death
at her mother's hands.

Vernita knows no matter what else is said, blood will spill.



VERNITA
When do we do this?



THE BRIDE
It all depends... When do you want
to die? Tomorrow? The day after
tomorrow? That's about as long as
I'll wait.



VERNITA
How bout tonight, bitch?



THE BRIDE
Spendid. Where?



VERNITA
There's a baseball diamond where
our little league has its games,
about a mile from here. We meet
there around two-thirty in the
morning, dressed all in black, your
hair in a black stocking, and we
have us a knife fight, we won't be

bothered. I have to fix Nikki's
cereal.

As they continue to talk, Vernita pulls down a cereal bowl
for her daughter and lays it on the kitchen counter.



THE BRIDE
Bill said you were one of the best
ladies he'd ever seen with an edged
weapon.

Vernita moves to another kitchen cabinet, and pulls down a
box of the sugar cereal, "Kaboom."



VERNITA
Fuck you, bitch, I know he didn't
qualify it, so you can just kiss my
motherfuckin ass, Black Mamba.
(snorts to herself)
Black Mamba, I shoulda been
motherfuckin Black Mamba.

As the two females continue to talk, Vernita reaches her hand
inside the cereal box.



THE BRIDE
Weapon of choice? And if you want
to stick with your butcher knife,
I'm cool with that.



VERNITA
Very funny.

Vernita FIRES A GUN from inside the cereal box at The
Bride....

.... The bullet explodes out of the cardboard box, and HITS
the coffee mugh directly in front of The Bride, BLOWING IT TO
SMITHEREENS.

The Bride THROWS HERSELF ON THE FLOOR....

Vernita pulls the gun out of the cereal box and FIREES
again...

...The bullet HITS THE FLOOR of the tiny kitchen...

...The Bride moves under the kitchen table, then using her
back, LIFTS THE TABLE OFF THE GROUND, RAMMING IT STRAIGHT
INTO Vernita, pinning her flat up against the table top, and
the kitchen counter.

While her left hand holds the table,    her right hand goes to
the SOG on her belt, her fingers wrap    around the blade's
grip, lifting it up out of the sheath    and PLUNGING IT THROUGH
THE TABLE TOP up to the handle, with    all the SOG's steel
entering Vernita's abdomen.

The table falls back to the floor with the dying homemaker
pinned to it. The two former colleagues meet eyes.



VERNITA
Sorry, bout the bushwhack. Please
don't...



THE BRIDE
Do to your daughter, what you did
to mine...
(she takes her hand)
...I won't.

Vernita dies.

The Bride removes her Sog, looks up and sees little Nikki
standing in the doorway of her room. The little girl sees her
mother dead on the floor, lying in her own blood. And she
sees the blonde lady standing over her mother, bloody knife
still in her hand. But oddly enough, Nikki doesn't cry. The
little girl locks eyes with the big girl, and holds her
stare.

As she    talks to the little girl, she removes an already
stained    with blood white handkerchief with the name "BILL"
sewn on    it. And the blonde wipes the girl's mother's blood
off her    blade.



THE BRIDE
It was not my intention to do this
in front of you. For that I'm
sorry. But you can take my word for
it, your mother had it coming. When
you grow up, if you still feel raw
about it, I'll be waiting.

And with that apology, statement, and invitation, The Bride
walks out the kitchen side door, leaving the little girl to
her mourning.



EXT. VERNITA'S HOME - DAY

The Bride walks down the dead woman's driveway to her
vehicle. She glances at the lawn toys one more time as she
makes here getaway.

She climbs into her big, yellow pickup truck, with the words
"Pussy Wagon" written across the flatbed's hatch door in a
pimpy font. She takes out a ringed notebook and turns to a
page that's headline reads;


DEATH LIST FIVE

On the pager are five names numbered going down the page
written in red ink.

The first name has a line drawn through it with black ink.

The second name on the list is;


VERNITA GREEN
COBRA

The Bride takes a black felt pen and draws a line through
Vernita's name. Turns on the truck's engine and drives out of
the residential district.

FADE TO BLACK.
OVER BLACK
TITLE CARD:


Chapter two

The comatose Bride


FADE UP ON

CU The comatose Bride
lying in her hospital bed, wide open unblinking sightless
eyes, that constantly stare yet see nothing. The Bride is at
the beginning of her comatose journey.

A SUBTITLE APPEARS:
under her face.


"Five years and four months earlier
in the city of El Paso, Texas"

Although we're only in a tight CU, we can tell a few things:
one, she's in her hospital room; two, she's alone; three,
it's night; and four, one hellva RAINSTORM is pounding
outside.



EXT. EL PASO GENERAL HOSPITAL - NIGHT

The rain pisses down in buckets in front of the hospital...

WHEN...

The wheel to an Alfa Romeo rolls into FRAME and stops.

The car door opens and two yellow galoshes step out into the
wet night.

OVERHEAD SHOT
A red umbrella opens as rain falls down.

CU the back of a head wearing a yellow rainslicker hood,
framed by the red umbrella above it, which water cascades
down and beats a rhythm against.

The figure in the yellow rainslicker with the red umbrella
(who we can guess is female) starts walking towards the
hospital.

WE GO TO SPLIT SCREEN

Left Side                   Right Side
CU The Bride's unblinking        The back of the yellow
comatose sleep.                  slicker - walking in the
rain towards the
hospital's entrance.

CU her yellow galoshes
slapping against the wet
asphalt, and splashing
through puddles.

CU The Bride in her coma         CU the hospital's
electrical doors -
WOOSH - OPEN.

We follow behind the
woman in the raincoat
as she walks from
outside into the hospital
down the hall, and into
the ladies room door.

CU The BRIDE                     EX CU OF A WHITE
in her coma                      WOMAN'S SHAPELY
BAREFOOT ANKLE AND LEG
stepping into a sheer,
white stocking.

INSERT: OF THOSE LONG,
WHITE LEGS STEPPING
INTO A WHITE NURSE'S
UNIFORM.

INSERT: OF THE ZIPPER
IN THE BACK ZIPPING
UPWARDS.

INSERT: OF WHITE, SHEER
STOCKING FEET STEPPING
INTO WHITE NURSE'S
ORTHOPEDIC SHOES.

-                          INSERT: OF A SYRINGE
NEEDLE STUCK IN A VIAL
The liquid is drawn up
into the syringe.

SOME WRITTEN TEXT
APPEARS BELOW IMAGE
THAT READS:

"A lethal cocktail of
Bill's own concoction.
He calls it, 'Goodbye
forever'."

INSERT: THE DEADLY
SYRINGE IS PLACED ON
A NURSE'S TRAY

INSERT:    A LITTLE WHITE
NURSE'S    CAP IS PLACED
ON TOP    of the woman's
blonde    head.


INT. HOSPITAL CORRIDOR - NIGHT

The door marked "ladies" is opened, and a beautiful 6-foot
blonde in a white nurse's uniform, with a matching white eye
patch over her left eye, steps out, carrying the nurse's tray
with the "Goodbye forever"-filled syringe on it.
She walks down the corridor towards The sleeping Bride's
room.

SUBTITLE UNDERNEATH BLONDE NURSE:

"ELLE DRIVER

Member of
The DEADLY VIPER ASSASSINATION SQUAD
codename:
CALIFORNIA MOUNTAIN SNAKE"
END OF SPLIT SCREEN
STAY WITH ELLE'S SIDE



INT. THE BRIDE'S HOSPITAL ROOM - NIGHT

The Bride, alone in her bed, alone in her coma, alone in her
room.

Elle Driver opens the door to her room and steps inside.
The female assassin approaches the comatose woman.

EX CU ELLE DRIVER'S EYE AND WHITE EYE PATCH
looking down at her sleeping target, victim, rival, and
opposite number.

EX CU The BRIDE'S EYES
wide open - blank stare.

Elle standing over The Bride's hospital bed, says to her;



ELLE
I might never of liked you. Point
in fact I despise you. But that
doesn't suggest I don't respect
you. You were a master of a
profession that's most difficult to
master.
Dying in our sleep is a luxury our
kind is rarely afforded. My gift to
you.

As she lifts the syringe off the tray....

Her cell phone RINGS....

She curses to herself...there can be only one person on the
other end....she answers it.



ELLE
Hello, Bill.
(pause)
Affirmative.
(pause)
Comatose.
(pause)
I'm standing over her right now.
(pause)
What!

The female assassin turns away from the wide-eyed stare of
The Bride, and paces the hospital room talking in the cell
phone.



ELLE
Don't fuckin ssshhh me! If you
think I came all the way down to
Texas - in a dog and cat rainstorm
no less - just to tuck sleeping
beauty in bed - you got another
fuckin thing comin -
(pause, then real loud)
You don't owe her Shit!!
(then again, but quieter)
You don't owe her shit.
(pause)
Man, fuck that bitch!
(pause)
Oh you're not are you? Well Bill,
you never leave a job half done.
A great teacher taught me that
once, he looked a whole lot like

you.

Elle pauses as Bill on the other line has his say. We don't
hear his side, we stay with Elle as he talks. We can tell by
her face, he's making some sense. After awhile she answers
back;



ELLE
I guess.
(pause)
No, I don't need to guess, I know.
(pause)
Affirmative.
(pause)
I love you too, bye bye.

The female assassin puts the phone away and looks down at The
comatose Bride with the open eyes. Even though her face is
expressionless, she almost seems to be smiling.



ELLE
Thought that was pretty funny
didn't ya? Word of advice shithead,
don't you ever wake up.

Elle leans closer to the Bride's face.



ELLE
Ya know now I get a better look at
you, you're not so damn pretty.
Yeah, you go that Venus thing going
for you but...ya know, now I get a
closer look at you you're kinda
weird looking. You got this big
nose that doesn't fit with the rest
of your face, your eyes are two
different sizes. And look at your
skin...My complexion is way better
than yours --

The Bride does one of her motor reflex functions...She SPITS
in Elle's face.

Elle springs up, wipes the spit off her cheek and looks down
at The comatose Bride in her bed.



ELLE
Oh, no you didn't.

She grabs The Bride by the front of her hospital gown...

....Yanks Her up to a sitting position...

...And PUNCHES her hard in the face three times.



ELLE
If you ever take your ass out of
this Goddamn bed for as long as you
fuckin live, I will beat you into
the ground, bitch!



INT. HOSPITAL CORRIDOR - NIGHT

Elle Driver in her nurse's uniform, angrily walks down the
hallway. She passes by a DOCTOR, STRUGGLING WITH A PATIENT
BLEEDING PROFUSELY on a gurney.



DOCTOR
(yelling)
Nurse come here quick, we're losing
this man!

Elle doesn't even look back.



ELLE
Tough titty, I quit.

She walks out of the SHOT.

FADE TO BLACK.



BLACK FRAME
TITLE CARD:


Five years later.


CUT TO:



INT. THE COMATOSE BRIDE'S HOSPITAL ROOM - NIGHT

The CAMERA is in a corner of the ceiling, looking down on the
comatose Bride, who lies motionless in her bed.

WE HEAR the sound of a BUZZING MOSQUITO, doing loop de loops
and figure eights in the air, looking for some warm blood.

The BUZZING stops....

MACRO CU
of mosquito on The Bride's forearm, its stinger dug in her
flesh, visibly drawing blood from its host.

CU MOSQUITO'S FACE
drinking her blood.

MACROSHOT OF MOSQUITO ON FOREARM
drinking blood...when The Bride's hand comes into FRAME and
SQUASHES the bug flat. Her fingers FLICK the dead bug away.

CU The Bride
her wide-open eyes, that have stared in a constant gaze for
the last five years,
finally...slowly...softly...shut.

BEAT

They SUDDENLY POP OPEN.

The BRIDE SITS BOLD UPRIGHT IN BED.
She has no idea where the fuck she is. WE DO A SHAW BROTHERS
STYLE QUICK ZOOM INTO A CU OF HER FACE.

QUICK CUT TO A FLASHBACK SPAGHETTI-WESTERN STYLE
back at the wedding chapel, gun pointed down at our face.

THE BARREL EXPLODES LEAT AT US - BANG!

QUICK CUT BACK TO The BRIDE IN HER HOSPITAL BED,
BANK still echoing in her ears. She lets out a SCREAM OF PAIN
and her hand goes to the side of her head, as if she were
just shot.

Her hand feels the metal plate embedded in the side of her
skull where the hole was. She knocks against it with her
knuckle...it goes...TINK...TINK.

Suddenly she says out loud;



THE BRIDE
My baby.

Her hand goes down to her belly, unly to find it not swollen
but flat. She doesn't understand, lifts up her hospital gown
and sees a JAGGED SCAR which runs down her abdomen. Her
fingertips trace it.

She quickly looks at the palm of her and and counts the
lines.

MACRO CU The LINES IN HER PALM look like a road map.

She stops counting, shocked;



THE BRIDE

(to herself)
Five years.

She counts again.



THE BRIDE
(a statement)
Five years.

The Bride's two eyes fill with tears as she realizes her baby
is long gone.

WHEN SUDDENLY...

She hears the STEP...STEP...STEP...OF BILL'S BOOTS WALKING
TOWARDS HER ROOM....

WE SEE THE CINEMATIC EQUIVALENT OF A COMIC BOOK THOUGHT
BALLOON by her head. INSIDE OF IT WE SEE BILL'S BLACK BOOTS
walking across the wood floor of the wedding chapel.



INT. HOSPITAL CORRIDOR (THE BRIDE'S FLOOR) - NIGHT

We see a HOSPITAL ORDERLY'S bright red and white Reeboks
softly slapping against the smooth surface of the
institution's floor. They make a sound nothing like Bill's
shoes.

SCREEN GOES TO SPLIT SCREEN

LEFT SIDE                       RIGHT SIDE
The BRIDE listening to them            Orderly's Reeboks walking
getting closer. WE HEAR the            down the hospital
STEP...STEP...STEP...in time           corridor.
with Orderly's sneakers.

CAMERA MOVES UP TO
Orderly's face, leading
two TRUCKDRIVERS.
The Bride HEARS BILL'S
VOICE SPEAK FOR THE ORDERLY;


BILL'S VOICE                            ORDERLY
(in time)                              (in time)
She's right in here.                She's right in here.


SPLIT SCREEN FINISHES
STAY WITH The BRIDE'S SCREEN

The Bride decides the best course    of action,    till she gets
her bearings, is to play possum.    She throws    herself back down
on the bed, just as the three men    enter her    room.
They see just what they expected    to see, The    Bride lying in
her bed in her coma.

She duplicates her comatose eyes-wide-open-fixed stare.
Except knowing she's awake, and sees everything in front of
her, creates a slightly different effect.

The Bride, however, while she sees the Two Truckdrivers for
what they are, when she sees The Orderly she sees Bill, when
The Orderly talks she hears Bill. WE HOWEVER WILL NEVER SEE
BILL'S FACE COMPLETELY.

The Orderly takes her shee covering off, and hitches up her
hospital gown till her blonde pussy is exposed. He does kind
of a "TA-DA" presentation of her vagina.



THE ORDERLY
Now is that the cutest little
blonde pussy you ever saw, or is
that the cutest little blonde
pussy, YOU-EVEA-SAW?

Trucker  2 (Gerald) would tend to agree, Trucker  1 (Warren)
fronts.



WARREN
I seen better.

CU The BRIDE
EYES WIDE OPEN PLAYING POSSUM. She can't believe she's being
exhibited in this manner. A look of chagrin crosses her
trying-to-be expressionless face, "I've seen a fuck load
better than you, fatass."



THE ORDERLY
Yeah, in a movie - maybe. But I
know damn well this is the best
pussy you ever saw you had touchin
rights to. The price is seventy
five dollars a fuck gentlemen, you
gittin your freak on or what?

The Truckers pay the bill of fare.

As The Orderly counts The Truckers' money, he lays out the
rules;



THE ORDERLY
Here's the rules; Rule    number one;
no punchin 'er.
Nurse comes in tomorrow    an she got
'er a shiner - or less    some teeth,
jig's up. So no knuckle    sandwiches
under no circumstances.    And by the

way, this little cunt's a spitter -
it's a motor reflex thing but spit
or no, no punchin. Now are we
absolutely positively clear about
rule number one?



TWO TRUCKERS
Yeah.



THE ORDERLY
Rule number two;
No monkey bites, no hickeys - in
fact no leavin no marks of no kind.
But after that, it's allll goooood.
Her plummin down there don't work
no more, so feel free to cum in 'er
all ya wont. Keep the noise down -
try not to make a mess, and I'll be
back in twenty.

The Orderly turns to leave, then remembers something, and
turns back. He takes out the most disgusting jar of vaseline
in the history of cinema, and hands it to Warren.



THE ORDERLY
Oh by the way, not all the time,
but sometimes this cunt's cunt can
get drier than a bucket of sand.
If she dry, lube up with this and
you'll be goo to go. BON-APPETIT,
gentlemen.

And with that, The Orderly's gone.

The BRIDE'S POV:
As soon as he leaves the Two Truckers start giggling. Warren
begins to unbuckle the belt that lies beneath his belly.
While he looks down to accomplish this, The BRIDE'S POV
BLINKS.



GERALD
Hey Warren, she just blinked.



WARREN
He said she can't blink.



GERALD
I know what he said, I'm tellin ya

she just did.

Warren drops his Levi's to his ankles.



WARREN
Just wait, when I get through with
this little dumbbell, she gonna
stand up and recite the Gettysburg
Ad-dress.

Warren begins to climb up on the bed and mount The Bride.
Before he does he stops, and looks back to Gerald.



WARREN
Hey, Gerald.



GERALD
Yeah?



WARREN
This shit ain't no peep show. Go
out in the hall and I'll let ya
know when it's your turn.



GERALD
Awww c'mon, I gotta leave the room?



WARREN
I can't get no errection wit you
lookin at me, so go on.



GERALD
Well, just hurry up then.

Gerald leaves the room; we go out with him in the hallway.



INT. HALLWAY (HOSPITAL) - NIGHT

Gerald paces, waiting for his turn behind the door.

THEN...

He hears behind the door a commotion, then Warren SCREAM LIKE
A BITCH. He bangs on the closed door and says;

GERALD
He man, keep it down in there, I
can hear your ass out here.

More falsetto SCREAMS behind the door...

THEN...

The HEAVY THUD of a body falling. Not what the expected.



INT. THE BRIDE'S ROOM - NIGHT

Gerald pushes open the door to see one hellva sight. His
buddy, bloody and lying motionless on the floor, and The
Bride lying haphazardly on the bed, in her coma.

He moves to his buddy, who's dead. Then moves to The comatose
Bride... Who SUDDENLY SPRINGS TO LIFE, GRABBING him by the
front of his shirt, YANKING HIM DOWN TO HER, and PLUNGING the
I.V. NEEDLE in her arm DEEP INTO HIS TEMPLE, THEN TWISTING IT
AROUND and AROUND, turning the right side of his brain into
scrambled eggs a la The BRIDE.
She tosses the now brain-dead Gerald to the floor.

The BRIDE
upon waking, without leaving the bed    where she lay the last
five years, has just killed two men.    She throws off the
bloody blankets, whips her legs off    the side of the bed, and
tries to stand - THEN QUICKLY FALLS    OUT OF FRAME. WE HEAR THE
CRASH BELOW FRAME.

The Bride is flat on the floor. Her legs and feet don't work.
Which means she's stuck on the floor with only a functioning
top half, and a completely useless bottom half. What's a girl
to do?



INT. HOSPITAL CORRIDOR - NIGHT

The elevator doors open, and The Orderly steps out.

BACK TO The BRIDE
She hears the sound of Bill's boots approaching the room...
STEP...STEP...STEP...

She sees Gerald has a Trucker's knife in a holster attached
to his belt. Her hands removes it.

The Orderly swaggers down the hall to The Bride's room, red
Reeboks slapping against the smooth floor.

CU The BRIDE
She SNAPS the knife's BLADE OPEN in her CU.

The Orderly pushes open The Bride's door, stopping in shock.

The ORDERLY'S POV:
He sees an empty bed with bloodstains on it, Two dead
Truckers on the floor, and no Bride.



ORDERLY
Oh shit!

WE GO TO SLOW MOTION    as he freaks, Then PAN DOWN HIM... Past
shirts - pants - to    his Reeboks...Once on the floor WE SEE
The BRIDE, curled up    low next to the doorway, behind his
ankles, knife ready.    WE GO BACK TO 24 FRAMES A SECOND. He
steps into the room;    when he does The Bride reaches out and
SLASHES both of his    Achilles tendons.

The STANDING ORDERLY
lets out a "YELP," adn FALLS OUT OF FRAME.

IMPACT CUT
The Orderly HITTING the floor face first. The boy is stunned.

The BRIDE (Confined to the floor)
crawls over and drags the stunned fucker across the floor,
placing his melon head between the door and the door frame.
Then taking the door in her right hand.

SLAM!

SLAM!

SLAM!

SLAMMING HIS HEAD THREE TIMES BETWEEN THE DOOR AND THE DOOR
FRAME.

The ORDERLY
lies on the floor in a stange state of consciousness. He's in
both excruciating pain, and quite sure he's lost his mind,
since at this moment he's lying on the floor, looking up at
The comatose Bride asking him questions.



THE BRIDE
Where's Bill?



THE ORDERLY
(hurt and confused)
Who?

SLAM!

He screams.

THE BRIDE
Bill! Where is Bill!



THE ORDERLY
I dunno no Bill.

SLAM!



THE BRIDE
I saw him here myself.....
SLAM!
....Now do you tell me where he is,
or do I beat your fuckin brains in?

SLAM!



THE ORDERLY
Please please stop, don't hit me
again!



THE BRIDE
Where is Bill?

SLAM!

Suddenly The Bride sees the gold coke straw around his neck,
that she thought she'd seen earlier on Bill. She snatches it
from around his neck.



THE BRIDE
Where did you get this from?



THE ORDERLY
That's mine.

SLAM!



THE BRIDE
Bullshit! I saw Bill wearing it in
this room ten minutes ago.

SLAM!

Then The Bride looks down and sees two tatoos on the
Orderly's hand - one spelling "B.U.C.K." on each finger of

his left hand. And another spelling "F.U.C.K." on the fingers
of his right.

The Bride seems to look inside her own mind - Whenever she
does this A SPECIAL THEME MUSIC WILL PLAY (We'll call it her
REMEMBERING THEME).

WE DO A    QUICK SHAW BROTHERS ZOOM INTO HER EYES -
We see    Buck enter her room that first night, five years
ago....    He's holding in his hand one of those big flashlights
you use    in a tent when camping. -- It gives off a soft blue
light.    Buck examines The Bride through the blue.



BUCK
Well, ain't you the slice of cutie
pie they all said you wuz. Well
Ma'am, I'm from Longview Texas, my
name's Buck, and I'm here to fuck.

He starts to unbuckle his belt.

WE ZOOM OUT OF HER EYES INTO A CU. The REMEMBERING THEME CUTS
OFF. She looks down at Buck and says;



THE BRIDE
Your name's Buck, right? And you
came to fuck, right?

A "how the fuck does she know look," crosses his face.

The Bride looks down at him....The VENGEANCE THEME BEGINS
PLAYING LOUDLY ON The SOUNDTRACK, and the VEIN IN HER
FOREHEAD BECOMES PRONOUNCED and begins to PULSATE IN TIME
WITH The MUSIC. Every time The Bride comes face to face with
a tormenter, this Theme will play on the soundtrack. By mid
movie this music should drive the audience wild with orgasmic
anticipation of the carnage to come...

...and With the door in her hand and one mighty slam, this
Longview Texas boy is sent to the Promised Land.

She searches the dead man's    pockets,    coming up with a brown
wallet that says on it, "BIG    EL PASO    PIMPIN," loaded with
lettuce. She also pulls out    a set of    car keys on a pickup
truck key chain that has the    words,    "Pussy Wagon" on it
written in a pimpy font. She    gathers    up all these items, and
Gerald's knife, then begins    to strip    Buck of his orderly
uniform.



INT. UNDERGROUND PARKING LOT - NIGHT

The elevator doors to the hospital's underground parking lot
open, revealing The Bride in Buck's orderly scrubs in a
wheelchair.

She wheels out of the elevator fast into the parking lot. Her
arms spinning the wheels as she goes down the line of cars,
looking for a pickup truck that Buck would own...she stops.

What made The Bride stop. The ass end of a big, yellow 4x4
hard-body pickup truck, with flames painted along the side,
and the words, "PUSSY WAGON," written along the flat-bed
hatch door. Pimpy font.

The Bride looks at Buck's key chain in her hand.

EX CU CAR KEY in truck door lock, it turns.

EX CU TRUCK DOOR LOCK POPS UP OPEN.



INT. BACKSEAT OF BUCK'S TRUCK - NIGHT

The Bride pulls herself up into the backseat of Buck's pickup
truck. Once in the backseat, she shoves the wheelchair away.

It rolls out of control down the parking ramp, and CRASHES.

Now The Bride's lying vertically in    Buck's truck's backseat.
Seemingly out of danger - at least    out of sight - but she's
still stuck hiding in the hospital.    And until she regains
full use of her legs and feet, this    little Bride ain't goin
anywhere or doin anything.

Lying flat, with the back of her head propped up against the
door, her long, lifeless legs stretched out in front of her,
her two bare feet at the end of them, pointing to the sky,
the Bride focusses her eyes, her stare, her thoughts, her
strength, and all her concentration....on her big toe.

SLOW ZOOM INTO BIG TOE....

SLOW ZOOM INTO HER FACE....

SLOW ZOOM INTO BIG TOE....

SLOW ZOOM INTO FACE.



THE BRIDE
(monotone)
Wiggle your big toe.

Toe doesn't move an inch.



THE BRIDE
Wiggle your big toe.

It doesn't move.

THE BRIDE
Wiggle your big toe.
(VOICE OVER)
As I lay in the back of Buck's
pickup truck, trying to will my
limbs out of entropy, I could see
the faces of the cunts who did this
to me, and the dick responsible.
Members all of Bill's brainchild;
"The Deadly Viper Assassination
Squad."



TITLE SEQUENCE

For what looks like a 60's television show about an ALL-GIRL
HIT SQUAD, complete with its own LALO SHIFFRIN THEME MUSIC.
Against a BRIGHT ORANGE BACKGROUND, A SNAKE WITH SIX HEADS
(All different breeds), DONE IN A COOL BUT LOW-BUDGET SPEED
RACER-STYLE OF ANIMATION, rears its heads to strike.

The    IMAGE    FREEZES... AND THE SHOW'S TITLE (In an especially
cool    font)    AND LOGO (The black silhouette of five sexy gals
each    with    a samurai sword hanging from their hip, and one guy
in a    black    suit) APPEAR BENEATH IT.


"The DEADLY VIPER
ASSASSINATINO SQUAD
the D.iV.A.S."

The SHOW CAST CREDITS START:

WE SEE The BRIDE doing something cool...FREEZE

SCREEN GOES ORANGE except for a SCOPE-SIGHT RIFLE GRAPHIC
WITH CROSSHAIRS over The Bride's face. OFF TO THE SIDE IS HER
IDENTIFYING CREDIT;

"Starring
(The Bride's real name is covered by a stamp that reads)
CLASSIFIED
as
BLACK MAMBA"

A beautiful Japanese woman wielding a samurai sword - FREEZE
ORANGE B.G. SCOPE-SIGHT GRAPHIC

"Starring
O-REN ISHII
as
COTTONMOUTH"

VERNITA GREEN doing something cool - FREEZE
SAME GRAPHIC

"Starring

VERNITA GREEN
as
COBRA"

The older, male doing something cool - FREEZE
SAME GRAPHIC

"Starring
BUDD
as
SIDEWINDER"

ELLE DRIVER doing something cool - FREEZE
ORANGE B.G. SCOPE-SIGHT GRAPHIC;

"Starring
ELLE DRIVER
as
CALIFORNIA MOUNTAIN SNAKE"

As the DEADLY VIPER ASSASSINATION SQUAD OPENING THEME PLAYS
WE SEE VARIOUS SHOTS of The Vipers (all dressed alike in the
same BLACK, SKINTIGHT CAT SUITS, except for Budd, the male
who wears a BLACK SUIT) all doing exciting shit. It ends with
the reappearance of the six-heades snake logo, and the six,
black silhouettes.
The FINAL CREDIT APPEARS;

"Created and Produced
by
BILL"

WE MOVE INTO A HEAD and SHOULDERS CU OF The BRIDE'S BLACK
SILHOUETTE.



THE BRIDE (V.O.)
Now after five years of beauty
sleep I knew absolutely nothing
about my enemies' strengths
weakness or whereabouts. But as
fated by God vengeance would have
it, I who knew nothing - knew one
thing. As sure as God made little
green apples...

WE MOVE FAST TO O-REN ISHII'S SILHOUETTE, The SILHOUETTE
BECOMES A POSED PICTURE OF O-REN in all her Deadly Viper
glory.



THE BRIDE (V.O.)
(continued)
....if O-Ren Ishii, the first name
on my Death List, was still
alive... she'd live in Japan. O-Ren
Ishii, made her first acquaintance
with death at the age of eleven.

FLASH ON
CU O-REN (11-years old), hiding under a bed, watching...

...her FATHER (dressed in the uniform of a sergeant for the
American Army) fighting THREE YAKUZA GANGSTERS. He kills one
with his bare hands. The other two slice him to death with
samurai swords...

...and her MOTHER being raped by the same men. When they
finish, they SHOOT her.

Little O-Ren watches, hidden from sight, withi the eyes and
face of a stone.



THE BRIDE (V.O.)
It was at that age, a half-Chinese,
half-Japanese American Army brat
witnessed the murder of her Master
Sergeant father. And the rape, then
murder of her mother at the hands
of Japan's most ruthless Yakuza
boss, Boss Matsumoto. She swore
revenge...luckily for her, Boss
Matsumoto was a pedophile.

SHOCK CUT
O-REN ON TOP OF BOSS MATSUMOTO PLUNGING A HUGE KNIFE INTO HIS
CHEST. A STREAM OF RED BLOOD SHOOTS UP OUT OF HIM like a
geyser. Boss is naked, O-Ren wears a Japanese schoolgirl
uniform.



THE BRIDE (V.O.)
At thirteen, she got her revenge.

The Boss's screams cause TWO OF BOSS'S MEN to run into the
room, only to be SHOT DOWN by O-Ren, as she removes a gun
from a holster strapped to her thigh.

The 20-YEAR OLD O-REN ISHII
on a rooftop with a high-powered, scope-sight rifle up to her
eye. Her EYE is HUGELY MAGNIFIED in the SCOPE.



THE BRIDE
By twenty, she was one of the tip
top of female assassins in the
world.

She fires.



INT. CAR - DAY

A Central American General riding backseat    of his government
vehicle. TWO BEAUTIFUL LATIN WOMEN in one-   piece bathing suits
sit on either side of him. They both wear    sashes down their
front; one reads, "Miss Panama," the other    reads, "Miss
Venezuela." As we cut to this shot, he has    both hands on each
of their bare knees. He's laughing as the    TOP OF HIS HEAD is
BLOWN OFF.

The 23-YEAR OLD O-REN ISHII
stands before Bill and The Bride. (Bill is not clearly
viewed.)



THE BRIDE (V.O.)
At twenty-three she joined Bill's
Deadly Vipers...

The 25-YEAR-OLD O-REN ISHII
BEATING UP the pregnant Bride with the other Vipers...



THE BRIDE (V.O.)
At twenty five she did her part in
the killing of eight innocent
people, including my unborn
daughter, in a small wedding chapel
in El Paso Texas. But on that day,
five years ago, she made one big
mistake...

POSED FIGURE of the BRIDE in all her pre-beating bridal gown
glory.



THE BRIDE (V.O.)
...she Should of killed nine.
However, before statisfaction would
be mine, first things first...

CU The BRIDE IN BUCK'S TRUCK
An hour and a half later from the last time we saw her.



THE BRIDE
Wiggel your big toe.

CU The BRIDE'S BIG TOE
wiggles - slightly.



THE BRIDE
Hart part's over. Now let's get
these other piggies wiggling.

FADE TO BLACK.

BLACK FRAME
SUBTITLE APPEARS:


"Thirteen Hours Later"

BEGIN MUSIC MONTAGE

FADE UP ON



INT. UNDERGROUND PARKING LOT - DAY

Pavement of the parking lot. We HEAR a CAR DOOR OPEN
OFFSCREEN, then The Bride's bare foot comes from above FRAME,
stepping down INTO The SHOT.

She walks around to the driver's side and climbs in.

She sticks Buck's ignition key in its slot and turns.

The truck's engine RUMBLES to life.

She spies a pair of Elvis T.C.B. SUNGLASSES lying on the
dash. She puts them on.



EXT. TEXAS STREETS  INT. TEXAS STORES - DAY

The Bride drives Buck's big, yellow pussy wagon all over El
Paso buying supplies.

WE FOLLOW Her bare feet into a clothing store.

Her feet, legs, and ass slip into a new pair of LEVI'S.

Her hands grab a pair of CHERRY BROWN COWBOY BOOTS.

Then slips on the cowboy boots.

Chooses another TOP.

And finds a warm JACKET.

She opens Buck's "BIG EL PASO PIMPIN" wallet, and pays for
the items.

She emerges from the store wearing her new outfit, and climbs
back in the truck.

She drives, stopping at a DEPARTMENT STORE, and walking
inside.

She picks up a SHOVEL, a HAND PICKAXE, a big CAMPING
FLASHLIGHT, a MAP OF TEXAS, a writing NOTEBOOK, and a bunch

of RED and BLACK FELT PENS.

While the Bride is buying items in the department store we'll
CROSSCUT....

....with her driving the pussy wagon up to a low-rent motel
called, "The Texican"....

...Her Registering with the OLD BASTARD of a desk clerk,
getting the key, and paying him out of the "BIG EL PASO
PIMPIN" wallet....

...her drawing a bath in the bathroom of the motel room...

Shampoo is taken off the shelf of the department store...

...conditioner...

...a bar of soap...

...hot water runs out of the bathtub faucet...

...steam rises off the hot bathwater...

...she pulls down a bunch of bath products, like bubble bath,
salts, apricot this - kiwi that, we see her pour all the
items in the bathwater...

...then we see her bare foot enter the bathwater...

...then Lower her whole body into the bathwater...

...now submerged in the warm bathwater, by herself, perfect
MUSIC CUE ON SOUNDTRACK, she begins to cry...her poor heart
has been shattered and five years of tears come flooding out
of her.

She cries for her baby...

She cries for the motherhood robbed from her...

She cries for all the innocent people at the wedding chapel,
who died simply because they were unlucky enough to cross her
path...

She cries for the betrayal at the hands of her lover...

She cries for the treachery at the hands of her comrades...

She cries for the five years of life snatched from her...

She cries for the countless violations she endured while
incapacitated...

And finally, she cries for all the misery she will cause the
undeserving......enroute to Bill's retribution. Retribution
that begins the minute she steps out of this bathtub.

She curls up into a fetal position inside the tub of warm
water...weeping.

We DOLLY back...to give our heroine some privacy...WE
DISSOLVE through the bathroom door...Till we're on the other
side, filming a closed door with crying on the other side.

When she's finished shedding tears, is when she'll begin
shedding blood.

When the bathroom door opens, the woman that emerges, has
closed out all of her emotions...save from one...revenge.

It's that woman, in her new outfit, that climbs into the
yellow pussy wagon, puts the T.C.B. Sunglasses over her eyes,
and starts the engine that sets into motion the gory story to
follow.

END OF MUSIC MONTAGE



EXT. INT. BUCK'S TRUCK DRIVING IN DESERT (MOVING) - NIGHT

POV THROUGH WINDSHIELD:
The truck shines its headlight beams on an open patch of
prairie wasteland. We see dirt, rocks, plants, and an oil
derrick pumping up and down.

The Bride STOPS the truck.

Taking her flashlight with her, The Bride walks into the
headlight beams towards one rock on the ground in particular.

She lifts it off the ground, there's an X on it's underside.

She    smiles.    If the X hadn't been there, she would have taken
it    as a sign    that her vengeance quest was never meant to be.
But    as it is    there, it would appear that fortune has smiled
on    The Bride    and her bloody intentions.

She walks back to the truck, takes the shovel and the hand
pickaxe out from the flatbed, reaches into the truck cab and
CHANGES THE MUSIC TO A POUNDING HEAVY METAL ANTHEM.

CU The BRIDE'S COWBOY BOOTS
next to the X ROCK
IN TIME WITH The METAL, The Bride's cowboy boots count out
ten paces from the rock.
When the boots stop, the flashlight ENTERS THE SHOT
illuminating the spot, THEN...the shovel ENTERS, striking
deep in the unmarked earth.



EXT. TEXAS DESERT - NIGHT

Deep in the middle of Fuck-Knows Texas, lit by the headlights
of Buck's 4x4, The Bride digs a hole in the
ground......TILL...

She HITS SOMETHING HARD.

She gets down on her knees, hacking away at the dirt with the
hand pickaxe, till a large box covered in plastic is
revealed. She hoists it up out of the earth.

She rips off the plastic, revealing a large, green Army
footlocker, untouched by the condensation of being buried in
the ground for over five years. Flipping the two locks open,
she lifts the lid, placing the big camping flashlight on the
rim.

Unfolding a sleeping bag long-ways, she bought at the
department store. The Bride begins collecting the contents of
her buried treasure, and laying them on the sleeping bag.

We see her remove them from the footlocker, one by one.

The HEAVY METAL CONTINUES ON THE SOUNDTRACK.

2 9mm AUTOMATICS, w  AMMO
and HOLSTERS.

1 small HAND GUN, w  AMMO
and HOLSTER (which fits around the thigh).

1 SNUB NOSE .38
w  ANKLE HOLSTER.

1 double-edged SOG KNIFE
w  HOLSTER

1 MOSSBERG PUMP ACTION SHOT GUN w  AMMO

1 SILVER STEEL BOOMERANG, w  a double-sided razor's edge
w  HOLSTER.

1 old fashioned STRAIGHT RAZOR

1 BLACK VERTICAL ATTACHE CASE.
She flips it open, and inside broken down into four separate
pieces is a HIGH-POWERED, SCOPE-SIGHT RIFLE.

1 MANILA ENVELOPE.
She reaches in and pulls out a PHOTOCOPY OF HER SONOGRAM.
There on the page is a photocopy of her unborn baby girl. A
fierce grimness crosses her face as she places the sonogram
back in the envelope.

1 CLEAR ZIP-LOCK BAG containing a PHONY I.D. and BANK BOOK
both w  the name "CANDY RALSTON" on them. Reaching back in
the locker she pulls out the final item,

1 SMALL KEY attached to a "DEALY VIPERS" KEY CHAIN.

She rolls up the weapons in the sleeping bag, and drives off.
The HEAVY METAL CONTINUES...

CU SIGN reading, COMMONWEALTH BANK OF TEXAS

INT. COMMONWEALTH BANK OF TEXAS - DAY

CU The BRIDE
standing at a teller window, she holds up her key.

INSERT: 1 BANK BOOK and 1 DRIVER'S LICENSE w  The Bride's
photo on it and the name "CANDY RALSTON" on each.



INT. SAFETY DEPOSIT VAULT - DAY

The Bride, with a big athletic bag slung over her shoulder,
watches a TELLER remove four safety deposit boxes.



INT. PRIVATE AREA - DAY

Where you look isnide your safety deposit box by yourself.

The Bride opens up the first box...

...It's filled w  CASH.

She opens up the second box....

...It's filled w  CASH.

She opens up the third box....

....It's filled w  CASH.

She opens up the fourth box....

....She Takes out a BAG. Inside the bag are 14 FORGED
PASSPORTS and DRIVER'S LICENSES in 14 different names.

Also in the box, is one COMPACT REFRIGERATOR CASE. She opens
it, inside are 2 BEAUTIFUL HANDMADE GOLD SYRINGES and 1 VIAL
OF FLUID.

A SUBTITLE APPEARS UNDERNEATH:


TRUTH SERUM
of Bill's own
concoction.
He calls it,
"The Undisputed Truth."

AS The HEAVY METAL CONTINUES...WE see The BRIDE leaving the
bank, all the weapons she needs, all the money she needs,
taking the first step on her bloody trail...

A RINKY DINK GRAPHIC OF A MAP OF JAPAN

The tiny figure of a black AIRPLANE flies over the map,
leaving a dotted-line trail behind it. We move into the black

airplane and DISSOLVE to



INT. AIRPLANE (FLYING)

OVERHEAD SHOT
of the Bride in her passenger seat, flying to Japan. We see
she's holding a clean white handkerchief. She's sewing the
name "Bill" in the corner.

END OF MUSIC MONTAGE.
BLACK FRAME
TITLE CARD:


Chapter Three

The MAN From
OKINAWA


FADE UP ON



INT. SUSHI BAR (OKINAWA, JAPAN) - DAY

The ENTRANCE to a tiny sushi bar, covered by a Japanese
curtain....

SUBTITLE APPEARS:


"The City of
OKINAWA, JAPAN"

....The fabric is moved aside, and The Bride enters the shot,
and the tiny establishment.

The little fish and sake bar is the definition of the word
cozy. Besides The Bride, the only other person inside is The
SUSHI CHEF, who smiles at her behind the midget bar.

This Japanese man in his mid-fifties greets the tall, blonde
western girl with a turned-on-for-the-tourists affability.



SUSHI CHEF (ENGLISH)
English?



THE BRIDE (ENGLISH)
Almost -- American.



SUSHI CHEF (ENGLISH)

Ahhhh,...America, welcome...
Welcome... My English -- Very good.

The Bride smiles at this and walks further inside. She
doesn't come across as one of the world's deadliest
assassins, but instead as a sweet, slightly airheaded,
American tourist.



THE BRIDE (JAPANESE)
Domo.

The Sushi Chef gives an exaggerated look of surprise, and
says;



SUSHI CHEF (ENGLISH)
Oh, "Domo", Very good -- very good,
you speak Japanese?



THE BRIDE (ENGLISH)
Nooo, just a few words I learned
since yesterday. - May I sit at the
bar?



SUSHI CHEF (ENGLISH)
Sure sure sure - sit. What other
words did you learn - excuse me --

The Sushi Chef YELLS IN JAPANESE, to someone OFFSCREEN.

The Bride thinks the restaurant so small it's almost hard to
imagine there could be a back room to it.

Before getting a response from whoever it was he was yelling
to a moment ago, The Sushi Chef turns back to The Bride.



SUSHI CHEF (ENGLISH)
-- What other Japanese you learn?

The Bride puts on a thinking face.



THE BRIDE (ENGLISH)
Oh...let's see..."Arigato."



SUSHI CHEF (ENGLISH)
"Arigato"...Very good.

THE BRIDE (JAPANESE)
..."Ah-So"...



SUSHI CHEF (JAPANESE)
"Ah-So!" You know what "Ah-So"
means 



THE BRIDE
"I See."



SUSHI CHEF
I see - Very good.



THE BRIDE
I already said "Domo", right?



SUSHI CHEF (ENGLISH)
Yes.



THE BRIDE (JAPANESE)
"Kon-netie-wa."

The Sushi Chef goes "Oooh" like he's just discovered the
answer to a mystery.



SUSHI CHEF (ENGLISH)
..."Kon-nichi-wa"...repeat please.



THE BRIDE (JAPANESE)
"Kon-nichi-wa?"

Saying with surprise and admiration;



SUSHI CHEF (ENGLISH)
Most impressive...you say Japanese
words, like you Japanese.

The Bride smiles and lets loose with a girlish giggle.

THE BRIDE
Now you're making fun of me.



SUSHI CHEF (ENGLISH)
No no no - serious business.
Pronunciation - very good. You say
"Arigato" ...like we say "Arigato."



THE BRIDE (ENGLISH)
Well, thank you - I mean...arigato.



SUSHI CHEF (ENGLISH)
You should learn Japanese - very
easy.



THE BRIDE (ENGLISH)
No kidding, I heard it's kinda
hard.

Whenever the Sushi Chef doesn't either hear your or
understand you, he yells the word;



SUSHI CHEF (ENGLISH)
What!

And everybody always speaks LOUDER and CLEARER immediately
afterwards.



THE BRIDE (ENGLISH)
I always heard it was difficult.



SUSHI CHEF (ENGLISH)
Yes yes yes - most difficult. But
you have Japanese tongue.



THE BRIDE (ENGLISH)
Maybe I was Japanese in another
life.

The Sushi Chef proclaims as if he should know;

SUSHI CHEF (ENGLISH)
Most definitely, most definitely
Japanese in another life.

He sets an order of colorful, raw fish in front of the young
blonde woman, that not only looks good, it looks beautiful.



THE BRIDE (ENGLISH)
How did you know tuna's my
favorite?



SUSHI CHEF (ENGLISH)
What!



THE BRIDE (ENGLISH)
Tuna's my favorite.



SUSHI CHEF (ENGLISH)
Ah, thank you very much.

He YELLS    OFFSCREEN in Japanese agai. A little BALD JAPANESE
MAN with    a shitty attitude, comes out from the back room. He
heads for    the tall blonde asking in a grumbly voice in
Japanese,    "What she wants to drink?"



THE BRIDE (ENGLISH)
(to the bald man)
I beg your pardon?

The Sushi Chef pantomimes drinking.



SUSHI CHEF (ENGLISH)
- Drink -



THE BRIDE (ENGLISH)
Oh yes, a bottle of warm sake.



SUSHI CHEF (ENGLISH)
Ahhh sake,
(he holds up his thumb)
Very good.

In Japanese he YELLS ORDERS the warm sake, the little Bald
Man disappears. The Bride takes a bite out of her fish.

SUSHI CHEF (ENGLISH)
First time in Japan?



THE BRIDE (ENGLISH)
A-huh.



SUSHI CHEF (ENGLISH)
What!



THE BRIDE (ENGLISH)
Yes, this is my first time.

As the chef slices the next portion with a large knife, he
asks;



SUSHI CHEF (ENGLISH)
What brings you to Okinawa?



THE BRIDE (ENGLISH)
I came to see a man.



SUSHI CHEF (ENGLISH)
Aaahh, you have friend live in
Okinawa?



THE BRIDE (ENGLISH)
Not quite.



SUSHI CHEF (ENGLISH)
Not friend?



THE BRIDE (ENGLISH)
I've never met him.

The Sushi Chef continues slicing.....



SUSHI CHEF (ENGLISH)

Who is he, may I ask?



THE BRIDE
Hattori Hanzo.

There's a break in the Sushi Chef's slicing. After a beat, he
brings a bloody finger INTO FRAME and sticks it in his mouth.

The little Bald man appears with a bottle of warm sake, he
pours one for The Bride, then disappears again.

As The Bride sips the sake, she looks at the chef.

As The Sushi Chef sucks his finger, he looks at The Bride.

The Sushi Chef drops the voice he had been using up to that
point...and IN JAPANESE SUBTITLED IN ENGLISH asks;



SUSHI CHEF (JAPANESE)
What do you want with Hattori
Hanzo?

The Bride answers in Japanese;



THE BRIDE (JAPANESE)
I need Japanese steel.



SUSHI CHEF (JAPANESE)
Why do you need Japanese steel?



THE BRIDE (JAPANESE)
I have vermin to kill.



SUSHI CHEF (ENGLISH)
You must have big rats you need
Hattori Hanzo steel.



THE BRIDE (ENGLISH)
Huge.



INT. HATTORI HANZO'S ATTIC - DAY

The trap door in the floor opens up, and HATTORI HANZO (Sushi
Chef), climbs inside the room, followed by The Bride.

The room has many handcrafted samurai swords in hand-carved
wooden sheaths resting on wooden racks running the length of
the second half of the attic.

The Bride walks down the row of Japanese steel, looking and
touching the shiny wood. She looks behind her to Hanzo who is
still by the trap door, and says;



THE BRIDE (JAPANESE)
May I?

The Sushi Chef answers in ENGLISH;



HANZO (ENGLISH)
Yes you may.....

She starts reaching for one...



HANZO (ENGLISH)
...try the second one down in the
sixth row on your left.

She finds it lying sleeping in its shiny, black sheath.

Her hand lifts it from the rack.

She UNSHEATHS the steel, partially....then with GREAT
FLOURISH....completely.

Hanzo's mouth froms a smile.



HANZO (ENGLISH)
Funny, you like samurai swords...

He pulls a baseball out of his pocket.



HANZO (ENGLISH)
...I like baseball.

THEN SUDDENLY - HE THROWS THE BASEBALL HARD, right at The
Bride's head....

QUICK AS A WHIP, SHE SLICES THE BALL IN HALF, IN MID AIR.

The two perfectly cut baseball pieces, hit the floor.

He gives her a slight nod, then crosses the attic towards
her.

HANZO (JAPANESE)
I wanted to show you these....
However someone as you, who knows
so much must surely know, I no
longer make instruments of death. I
keep these here for their ascetic
and sentimental value.
(he takes both sword and
sheath from her...)
Yet proud tho I am of my life's
work...
(...he closes them
together)
I am retired.



THE BRIDE (ENGLISH)
Then give me one of these.



HANZO (ENGLISH)
These are not for sale.



THE BRIDE (ENGLISH)
I didn't say, sell me. I said, give
me.



HANZO (ENGLISH)
And why should I be obliged to
assist you in the extermination of
your vermin?



THE BRIDE (ENGLISH)
Because my vermin, is a former
student of yours. And considering
the student, I'd say you had a
rather large obligation.

Hattori Hanzo goes to a dusty window, and writes the name,
"BILL" on it with his finger.

The blonde girl nods her head yes.

The proud warrior moves over to the door in the floor,
throwing it open.

He points into a corner...

HANZO (JAPANESE)
...You can sleep there...

.....starts to descend....



HANZO (JAPANESE)
...it will take me a week to make
the sword...

.....before his head disappears, he says;



HANZO (JAPANESE)
...I suggest you spend it
practicing.

...he closes the door behind him.

She smiles slightly...then moves over to the window, takes
out a handkerchief, and wipes Bill's name off.

FADE TO BLACK.



OVER BLACK
TITLE APPEARS:


"One week later"

Under black we hear Hattori Hanzo's voice in Japanese and
read the subtitles;



HANZO (V.O.; JAPANESE)
I'm done doing what I swore an oath
to God 28 years ago to never do
again. I've created, "something
that kills people." And in that
purpose I was a success.

FADE UP ON



CU HATTORI HANZO



HANZO (JAPANESE)
I've done this, because
philosophically I'm sympathetic to
your aim.

EX CU The HANZO SWORD

TRACKING EX CU of the Hanzo sword in its shiny, black wood
sheath. At the base of the sheath, by the handle, he's carved
the face of a lioness...



HANZO (V.O.; JAPANESE)
I can tell you with no ego, this is
my finest sword. If on your
journey, you should encounter God,
God will be cut.

CU HANZO.



HANZO (JAPANESE)
Revenge is never a straight line.
It's a forest. And like a forest
it's easy to lose your way...to get
lost...
to forget where you came in. To
serve as a compass, a combat
philosophy must be adopted that can
be found in the secret doctrine of
the Yagu Ninja. And now my yellow
haired warrior, repeat after me;

We go back and forth between CU of HANZO reciting the
doctrine like a samurai drill instructor and the Bride
repeating it.



HANZO (JAPANESE)
"When engaged in combat, the
vanquishing of thine enemy can be
the warrior's only concern...

The Bride repeats this...



HANZO (JAPANESE)
...This is the first and cardinal
rule of combat...

The Bride repeats this...



HANZO (JAPANESE)
...Suppress all human emotion and
compassion...

The Bride repeats this...



HANZO (JAPANESE)

...Kill whoever stands in thy way,
even if that be Lord God, or Buddha
himself...

The Bride repeats this...



HANZO (JAPANESE)
This truth lies at the heart of the
art of combat. Once it is
mastered... Thou shall fear no
one... Though the devil himself may
bar thy way...

The Bride repeats this... Her eyes look at the greatest maker
of swords on this earth and says;



THE BRIDE
Domo.

EX CU The Hanzo Sword,
her white hand with her long fingers COMES INTO FRAME and
removes the beautiful, artful instrument of vengeance.

FADE TO BLACK.



OVER BLACK
TITLE CARD:


Chapter Four

SHOWDOWN
at
HOUSE OF BLUE LEAVES


CUT TO:

A BLANK PIECE    OF DRAWING PAPER
A hand comes    in and, as the Bride talks over this image,
draws with a    piece of charcoal, a portrait of the geisha
regaled O-REN    ISHII.



THE BRIDE (V.O.)
When fortune smiles on something as
violent and ugly as revenge, at the
time it seems proof like no other,
that not only does God exist,
you're doing his will. At a time
when I knew the last about my
enemies, the first name on my death
list, was the easiest to find. But

of course,    when one manages the
difficult    task of becoming queen of
the Tokyo    underworld, one doesn't
keep it a    secret, does one?

The charcoal drawing gets color and becomes ANIMATED, turning
into a JAPAMATION O-REN...

JAPANESE ANIMATION SEQUENCE
We see Japamation-style images of The Bride's verbiage.



THE BRIDE (V.O.)
At the age of twenty, Bill backed
his Nippon progeny financially and
philosophically in her
Shakespearian-in-magnitude power
struggle with the other Yakuza
clans, over who would rule vice in
the city of Tokyo.

Japamation images of O-Ren and her Army, taking on ANOTHER
YAKUZA ARMY, among falling cherry blossoms.

WE CUT BACK AND FORTH between cartoon images of this and the
real life real McCoy samurai sword battle.

O-Ren's ability is simply amazing.



THE BRIDE (V.O.)
When it was all over, it was the
geisha-regaled O-Ren Ishii that
proved the victor.



INT. JAPANESE NIGHT CLUB

O-Ren has just become the official leader of crime in the
city of Tokyo. The six Yakuza clan bosses, each with TWO
BODYGUARDS standing behind them, toast their new leader, with
much laughter and drinking...all except one...BOSS TANAKA.



THE BRIDE (V.O.)
And just in case you're wondering
how could a half breed Japanese
Chinese American become the boss of
all criminal activity in Tokyo,
Japan,... I'll tell you. The
subject of O-Ren's blood and
nationality came up before the
council only once. The night O-Ren
assumed power over the crime
council.

Boss Tanaka is the picture of angered ambiance among the
alcohol-fueled frivolity.



THE BRIDE (V.O.)
The man who seems bound and
determined to break the mood is
Boss Tanaka. And what Boss Tanaka
thinks is...

Boss Tanaka brings his fist down on the table, smashing the
plate in front of him into itty bitty pieces.

The party comes to a halt as all eyes go to the leader of the
Tanaka Crime Family.



CRIME FAMILY LEADER  2 (JAPANESE)
Tanaka? What's the meaning of this
outburst? This is a time for
celebration.



BOSS TANAKA (JAPANESE)
And what exactly should I be
celebrating? The perversion of our
illustrious council?

The Bosses all react with shock and outrage...O-Ren remains
cool. She raises her voice for the first word, but lowers it
for the rest of the sentence.



O-REN (JAPANESE)
Gentlemen...Boss Tanaka obviously
has something on his mind. Allow
him to express it.



BOSS TANAKA (JAPANESE)
My father...
(looking at a clan head)
...along with yours and...
(looking at another)
...along With yours, started this
council. And while you drink like
fish and laugh like donkeys, they
weep in the afterlife over the
perversion committed today.

The BOSSES react again...O-Ren;



O-REN (JAPANESE)

Silence!
(then composed)
Of what perversion do you speak,
Tanaka?

Boss Tanaka looks at the female half-breed American and says;



BOSS TANAKA (JAPANESE)
I speak, Mistress Ishii,....of the
perversion done to this council,
which I love more than my own
children,...by making a half
Chinese American its leader.

Then...

Faster than you can say Jimminy Cricket,...

O-Ren's samurai sword is unsheathed...

Boss Tanaka's head is liberated from its body...

The head hits the floor...

And from the spot between its shoulder blades, a geyser of
blood shoots up in the air.

The BOSSES who were shocked at Tanaka's words are even more
flabbergasted at O-Ren's resonse.

The two bodyguard's, standing behind Boss Tanaka, hands go to
their swords and draw them.

O-Ren turns her blade in their direction.

The Bosses and their bodyguards say nothing,...only watch.

The lady looks across at the two men and says in and
authoritative voice;



O-REN (JAPANESE)
Fight me or work for me.

They look at her for a moment, then they lower their swords.



O-REN (JAPANESE)
Drop them on the ground.

They do.



O-REN (JAPANESE)
Get behind me.

They do.



O-REN (JAPANESE)
Get on your knees.

They do.



O-REN (JAPANESE)
Put your foreheads on the floor.

They do.



O-REN (JAPANESE)
Keep your mouths shut.

You better believe they do.

The mistress' eyes got to the other bosses looking at her.

As she speaks English, bodyguard translators translate for
their bosses.



O-REN
I'm going to say this in English so
you know how serious I am. As your
leader, I encourage you to -- from
time to time and always in a
respectful manner, and with the
complete knowledge that my decision
is final -- to question my logic.
If you're unconvinced a particular
plan of action I've decided is the
wisest, tell me so. But allow me to
convince you. And I will promise
you, right here and now, no subject
will be taboo...except the subject
that was just under discussion.



O-REN (JAPANESE)
(to a bodyguard)
Hand me that head.

He picks it off the floor and meekly offers it to the Queen.

She takes it by the hair and holds it up as she speaks.



O-REN (ENGLISH)

The price you pay for bringing up
either my Chinese or my American
heritage as a negative is, I
collect your fuckin head.
(now completely American)
Just like this fucker here. Now if
any of you sonsabitches got
anything else to say, now's the
fuckin time.

Nobody says anything.



O-REN (ENGLISH)
I didn't think so.
(pause)
Meeting adjourned.



EXT. THE HOUSE OF BLUE LEAVES - JAPANESE RESTAURANT

The entire O-Ren Ishii crew moves through the restaurant. The
CUSTOMERS all look up now as the crew passes. The restaurant
staff acts as if the Shogun himself has just showed up on
their doorstep demanding a meal. No doubt if the meal is not
satisfactory the staff will gladly slice off a finger. The
door to a private dining room is slid open, the crew steps
inside, the door is slid shut.



INT. PRIVATE DINING AREA (RESTAURANT) - NIGHT

The private dining area of the Japanese restaurant. The
patrons are surrounded by white paper walls. The CAMERA
CIRCLES around O-REN ISHII.

Sitting in between her, two personal bodyguards, the Yubari
sisters, YUKI AND GO GO. The Yubari sisters are younger than
O-Ren; Yuki is sixteen and Go Go is seventeen. Both girls are
dressed in Japanese schoolgirl uniforms complete with plaid
skirts and matching blazers.

FLASH ON
EX CU OF AN EYEBALL (The BRIDE's)

On her right is her French and Japanese lawyer, SOFIE FATALE.

FLASH ON
EX CU OF AN EYEBALL

The bunch of mop-topped young men, who all wear black suits,
white shirts, thin black ties and Kato masks over their eyes,
are her soldiers, "The CRAZY 88."

FLASH ON
EX CU OF AN EAR, The Bride's fingers come into FRAME and move
blonde hair out of the sensory appendage's way.

And finally there's a tall dark American in a black suit sans
Kato mask -- that's O-Ren's head of security, MR. BARREL.

They're all drinking and having a good time as Sofie tells a
joke in Japanese.



THE BRIDE (V.O.)
The mop tops in black suits and
Kato masks were O-Ren's soldiers,
"The Crazy 88." The two young girls
in the schoolgirl uniforms are her
personal bodyguards, the Yubari
sisters. Yuki, aged sixteen, and Go
Go, aged seventeen. The pretty lady
who's dressed like she's a villain
on Star Trek is O-Ren's best friend
and her lawyer, Sofie Fatale. And
finally, the American in the black
suit but sans Kato mask, O-Ren's
head of security, Mr. Barrel.

SUDDENLY O-Ren hears something. Like a deer in the forest,
her head springs up on alert. It's almost as if she's
listening to The Bride's narration.

The Bride's NARRATION SUDDENLY STOPS IN MIDSENTENCE --

O-Ren removes a SMALL DAGGER-DART from the folds of her robe
and THROWS IT in the direction of the sound.

CU The BRIDE dressed in a kimono
on the other side of the private dining room's paper wall.
The DART FLIES THROUGH The PAPER, STREAKS BY HER FACE, almost
taking off the tip of her nose in the process.

INSERT: DART EMBEDS ITSELF IN A WOOD POST.

O-Ren's action instantly brings the room's frivolity to a
halt. Mistress Ishii silently orders Go Go and Yuki to
retrieve the eavesdropper.



INT. JAPANESE RESTAURANT - NIGHT

The white paper door to O-Ren's dining room SLAMS OPEN. Yuki
and Go Go step into the corridor.

All trace of the Bride has vanished.

They look out over the restaurant, patrons look normal.

Whoever was there is gone now.

Go Go removes the small dagger from the wood post and the
Yubari sisters go back into the private dining room, SLAMMING
the door behind them.

ONE SHOT

CU The BRIDE
at the bar, in her kimono, drinking a colorful cocktail. She
observes all the activity by O-Ren's private dining room.
When the Yubari sisters go back inside, the Bride climbs off
her barstool and goes through the restaurant...into the
parking area...and up to her rental car. She opens the door.
Takes off her Japanese kimono, underneath is a one-piece
yellow track suit with a black stripe going down both sides,
like the one Bruce Lee wears in "Game of Death." She tosses
the kimono in the trunk, then removes the sheathed Hanzo
sword. With the sword of vengeance in her hand, we follow her
back inside the restaurant. She looks upstairs to the O-Ren
dining room. We see Yuki Yubari and Sofie Fatale, slide open
the door, and walk down the stairs together. When they get to
the bottom, they give each other a kiss goodbye, and Yuki
leaves the restaurant, while Sofie makes her way to the
bathroom...only to have The Bride, now dressed in her Bruce
Lee yellow outfit and samurai sword in her hand, bar her way.

END OF SHOT
BACK AND FORTH
between CU's of the two women, face to face.



SOFIE (JAPANESE)
(to Bride)
Can I help you?



THE BRIDE (JAPANESE)
Yes, I am looking for the attorney
of O-Ren Ishii, Sofie Fatale. Would
that be you?



SOFIE (JAPANESE)
I'm Mistress Ishii's attorney. How
can I help you?

The Bride PUNCHES her in the face.



INT. O-REN'S PRIVATE ROOM

Aside from drinking like fishes, what is the queen of the
Tokyo underworld - Mistress O-Ren Ishii - and her private
army doing when we cut back?

Singing karaoke, of course.

It's Crazy 88 MIKI's turn at the mike and he's having a whale

of a good time singing Dionne Warwick's "Walk On By," in
Japanese....

WHEN...

A COMMOTION is heard being made by the restaurant staff and
the other patrons, from the other side of the white paper
wall...Just as they all start to notice it, they hear;



THE BRIDE (O.S., JAPANESE)
O-Ren Ishii! You and I have
unfinished business!

The Crazy 88 spring to their feet. One slides open the door.

They see O-Ren's lawyer, Sofie Fatale, standing in the middle
of the restaurant, her left arm completely outstretched, hand
gripped around a post. She has a terrified look on her face.
Before anybody on O-Ren's side of the room can say anything
...The Bride steps out from behind Sofie.

O-REN'S
reaction shows how effective the element of surprise turned
out to be. She says The Bride's name softly to herself; it's
BLEEPED OUT.

The Bride
The VENGEANCE THEME BURSTS ON THE SOUNDTRACK...The Vein on
her forehead begins to pulsate. WE DO A QUICK SHAW BROTHERS
ZOOM INTO HER EYES. A SPAGHETTI-WESTERN FLASHBACK of O-Ren
beating the shit outta her at the wedding chapel IS
SUPERIMPOSED OVER HER EYES. The FLASHBACK DISSOLVES, we ZOOM
BACK INTO A CU, the vein stops pulsating, and the theme STOPS
PLAYING OVER THE SOUNDTRACK, LEAVING A CLEAN, COLORFUL CU of
The Bride loaded for bear.

She raises her Hanzo sword, and Slices off Sofie's Arm at the
Shoulder with one stroke.

SOFIE
Spewing and Gushing Blood from her stump, twists her body in
agony, painting the floor and the walls with giant Splashes
of Red, as her body hits the floor, twitching in both
surprise and shock.

The CRAZY 88
run out into the dining area and create a human wall between
themselves and their Mistress.

MR. BARREL AND GO GO
take positions on either side of O-Ren.

O-REN
seated in a shogun's seat, rises furiously to her feet.



O-REN (JAPANESE)

You bastard!

The Bride does a swipe in the air with her sword; Sofie's
blood flies off the blade.

The entire floor of the dining room lies between the two
warring parties.


The Bride
vs.
The Crazy 88

The restaurant's STAFF and PATRONS sit or stand rigidly in
fear.

O-Ren says loudly to the room;



O-REN (JAPANESE)
Sorry everybody, but I'm afraid
we're going to have to close the
place. There's some private
business that we must attend to
now.

The Staff and The Customers Stampede the exits.

The Bride, The Crazy 88, and O-Ren hold    their ground without
moving a muscle, till the dining room,    as well as the entire
restaurant known as "The House of Blue    Leaves," is deserted
of every human not engaged in the face-   off that precedes
combat.

O-Ren gives a simple order;



O-REN
Miki.

MIKI, one of The Crazy 88 (The little one), steps forward,
unsheaths his sword, and yells at the yellow clad blonde.



MIKI (JAPANESE)
You had it coming bastard!

Raising his samurai sword high, he Charges, Screaming A
Banzai Scream...

The Bride turns to face him.

Miki Charging and Screaming...

The Bride slowly raises the Hanzo Sword into Striking
Position.

Miki Charging and Screaming, almost on top of her.

The Bride, sword in position, waits for her opponent to
arrive.

Miki arrives at his destination, he Swings...

The Bride Swings...

The Hanzo Sword Slices Miki's inferior blade in half. Miki
looks down at the impotent weapon in his hand.

The Bride Thrusts her sword through Miki's abdomen, then
Lifts the little guy off the ground straight up in the air.

Miki screaming, Impaled on her blade like a fish at the end
of a spear. Held up in the air, restaurant light fixtures in
the B.G.

O-Ren and her crew watch stunned.

The Bride Drops the shishkabobbed Miki into the koi pond that
starts outside the restaurant and ends inside, with a huge
blue splash. Koi pond - Blue water - Orange and yellow fish -
Red blood - Dead man.

The BRIDE
looks up from the pond, across the length of the    floor, into
the eyes of O-Ren Ishii.
She takes one step forward, hears the slightest    noise, Twirls
the samurai sword in the air once, drops to one    knee, and
thrusts the sword into the beige-colored carpet-   covered
floor. The sword sticks in the floor half way...

The Sound of human death rises from underneath the floor...

OVERHEAD SHOT
Looking down on The    Bride at one end and O-Ren and her crew
at the other. A Red    Circle appears where the blade is buried
in the floor...The    red circle grows larger...and larger...and
larger...and larger    still...

Leaving the sword stuck in the floor, handle sticking
straight up in the air, The Bride rises up from her one knee,
and straight and tall, staring down the queen of the Tokyo
underworld.

O-Ren
her eyes narrow with rage. She screams out another order;



O-REN (JAPANESE)
Tear the bitch apart!

The six remaining Crazy 88 unsheath their swords at the same
time with a GREAT SOUND EFFECT.

They circle the Bride.

The BRIDE
Inside the circle of Combatants who surrounded her. She Whips
the sword out of the floor and raises her blade diagonally in
front of her. Her eyes are reflected in the shiny steel.

Holding her sword in the diagonal position, The Bride can see
reflected in the shiny blade, whoever stands behind her.

The six Crazy 88 Attack...

The BRIDE
does a Zatoichi-like SWISH-SLASH-SWISH with her steel blade.

Four boys die an    immediate samurai blade-inflicted death,
SCREAMING GRUNT,    TWITCHING BODY, FROZEN IN THE STANCE IT WAS
SLASHED IN, RED    BLOOD SQUIRTING FROM WOUNDS, THEN A CRASHING
COLLAPSE TO THE    FLOOR.

The last two put up more of a fight...but then one of them is
SLASHED and FALLS and the last one is SLASHED AND CRASHES
THROUGH the restaurant's big picture window.

EX CU The EYES
of The Bride, pointed down at the bodies by her feet,

...BEAT

...they Look back up at O-Ren.

O-REN
standing in between Go Go and Mr. Barrel. Her eyes narrow.

The BRIDE
swipes the air with her sword, the blood of the dead
attackers flies off.

GO GO and MR. BARREL
unsheath their swords.

WHEN...

We hear a LOUD SOUND of many ENGINES behind the Bride. Then
behind her, through the broken pictures window we see
seventeen motorcycles pull up to the parking lot. All the
riders wear black suits with kato masks, and all carry
samurai swords.

The BRIDE
looks from the reinforcements to O-Ren.

O-REN
smiles.



O   -REN (ENGLISH)
(to the     Bride)
You didn't     think it was going to be
that easy,     did you?

THE BRIDE (ENGLISH)
(to O-Ren)
You know, for a second there, yeah
I did.

O-Ren smiles...



O-REN (ENGLISH)
Silly rabbit...

Both O-Ren and the Bride finish the phrase together,...



O-REN THE BRIDE
...Trix Are for kids.

This is something they used to say back when they fought
alongside of each other as "Vipers."

The seventeen Crazy 88 reinforcements come running into the
restaurant and with drawn swords surround The Bride.

As a HEAVY METAL COMBAT BEAT begins to PULSATE ON THE
SOUNDTRACK, The Boys and The Bride have a Spaghetti Western
Stand-off.

We do a 360 INSIDE the CIRCLE of The Crazy 88, who surround
the yellow-haired warrior. Not all have Samurai swords; one
JUGGLES TWO HATCHETS, another TWIRLS A THREE-STAFF TRIPLE
IRON over his head.

As the Heavy Metal music builds...We Cut to various Shots of
The Two Opposing Forces Preparing to Strike....Hands on Sword
Handles...Feet finding Combat Stance...etc...

....Until Heavy Metal reaches its Breaking Point...

...At that point, the Metal EXPLODES OVER THE SOUNDTRACK...IN
TIME WITH The BRIDE EXPLODING INTO A VIOLENT KILLING MACHINE
ON SCREEN.

As she matches skill with the army of black-suited boys, arms
flailing, silver blade Clashing and Slashing, long blonde
hair whipping like a whirling dervish....
...She's a Goddess of War Venus.

Not only is the FIGHT CUT TO THE HEAVY METAL MUSIC, but The
Bride seems to be somewhat dancing to it as she fights.

This explosion of furious violence is punctuated
CINEMATICALLY BY THE COLOR IN THE FILM POPPING OFF, and the
fight being filmed in HIGH CONTRAST BLACK AND WHITE, turning
the squirting, spewing geysers of BLOOD FROM CRIMSON RED TO
OIL BLACK.

Many members of The Crazy 88 are Sliced, Slashed, and
liberated from the limbs they were born with at The Bride's
blade.

Some SPECIFIC MOMENTS

While Clashing swords, The Bride whips the silver Boomerang
out of its holster, and Throws it...

....It Twirls Through the Air...

...Embedding itself longways in one of the boy's faces.

The Bride does a Mid-Air Somersault over the head of an
Attacker, landing solid on her feet behind him...Slash, he's
Out.

The Bride is knocked to the floor, her Attacker stands over
her to Spear the young blonde, Her Legs Spring Up In The Air,
Ankles Lock Around The Boy's Neck.

She throws him down to the ground. With his neck still in the
vise-like grip of her ankles, She removes The SOG Knife from
its sheath and Plunges it Deep Into The Boy's Chest.

While still on the ground, an Attacker Charges at her.
Yanking the Boomerang out of the Dead Boy's Face, She Sends
It Flying in the Charging Man's path...

...Boomerang Twirling Through the Air Close to the Ground...

...Chopping Off the Charging Attacker's Foot in Mid Step, he
falls flat.

The Bride jumps up onto an attacker's shoulders. She locks
her legs around him so he's helpless at shaking her off.

...she swings down with her sword, and cuts the man's hands
off.

So while the helpless man with no hands screams, the now nine
foot tall Bride fights with the others.

When she's through she brings the blade across the man she's
perched on's throat. He falls to his knees, bringing the
Bride back to the floor like an alevator.

As soon as her soles touch ground, she's off his shoulders,
somersaulting on the floor, bringing her blade up between an
attacker's legs into his groin.

He lets out a scream, as she yanks her blade free.

ONE ATTACKER steps out from the rest, "The Best One." He
Twirls his sword expertly, challenging the young woman to,
"Come get a piece."

The Bride does a screaming charge towards him....
...Sword raised, The Attacker stands his ground, calm -
steady, waiting for the blonde-haired locomotive to

collide.....They meet.....

SWING - CLASH - DANCE - SEPARATE - SWING - CLASH - SPIN -
CLASH - LOCK - TWIRL - SEPARATE -

They match each other blow for blow, till one makes a
mistake. It's the male. The Bride's swing, that's neither
clashed or blocked, slices off his right arm.

...The arm, still gripping the samurai sword, drops to the
floor.

The Bride pushes the Hanzo Sword right through the middle of
his chest.

Only half of the Crazy 88s that started the fight remain
alive, or intact...They start to approach...The Bride, still
holding the sword that's still impaling the skilled Attacker,
backs up, keeping his body between her and the remaining
killers.

Like a boxer, The Bride uses the momentary break in the
action, to rest on her feet.....THEN...yanks the blade from
his chest cavity....The Body Twitches - Spasms - Grunts and
Crashes to the floor.

The Attackers start to close in...The Bride readies herself
for their attack....THEN (in perfect time with the Heavy
Metal)...Drops to the floor on her back, Spinning like a top.
She Swings and Slashes and Cuts down below at their legs and
feet, like some hellish samurai sword-weilding turtle flipped
over on its shell....

Many black-suited, mask-wearing boys drop to the ground.

...Still Spinning like a break dancer, she spins up on top of
her head, and Pops back up on her feet.

And then there were seven.

The seven remaining sword-weilding, black-suited boys moved
out of range of the Bride's blade when she dropped to the
floor. Now spread out, they make a large half-circle.

The Bride, slowly points the tip of her blade to the floor,
lowers herself to one knee and slightly bows her head. In
repose.

EX CU The Bride's eyes
pointed up, watch them move closer, COLOR COMES BACK INTO THE
FILM. We see her face is splashed with blood.

O-REN
WHIPS OPEN a red fan.

GO GO stands by the restaurant's junction box, she flips the
switch.

The room goes dark.

The Crazy 7 make a wide circle around the blonde who's still
on the floor....

...Looking down on her breathing hard in the shadows. As she
breathes in and out, The FACE OF A LIONESS IS SUPERIMPOSED
OVER HER FACE.

Breathe in (Bride) - Breathe out (Lioness) - Breathe in
(Bride) - Breathe out (Lioness) .....

The Bride rises to her feet...

The Crazy 7 move in a circle around The Bride, she moves in a
circle inside of their circle, all eight of them move in
rhythm with the Metal...

The Heavy Metal Music builds....to a big finish...THEN both
Music and The Bride Explode!

WIDE SHOT - FRAMED LIKE A KABUKI STAGE
With the lights off, The White paper wall the eight killers
fight in front of turns a Psychedelic Bright Blue. The snow
falling outside is reflected against the paper wall like
black snow falling on a blue shadow puppet stage.

The eight samurais are Black Silhouettes against the blue
backdrop. They begin to combat in a dance of blood, steel and
death. The Bride does a sword-weilding dosey-doe with all
sword-weilding partners.

She CLISH-CLASH-CLISH-CLASHES with all of them - They
seperate - stalk each other for a moment to the beat - then
CLISH-CLASH-CLISH-CLASH again, with The Bride killing or
hacking the limbs of one unlucky dance partner at each
encounter - Sometimes during the separation, The Bride
crouches down low in repose while the others continue to
circle stalk...THEN...She Strikes again.

We Cut in closer whenever we need to.

Finally the last of O-Ren's soldiers falls to the Bride's
sword.

GO GO
Standing by the junction box, flips a switch turning the
lights back on. The electricity shines light on...

The BRIDE
Splashed all over with blood. Blood painting the floor, walls
and ceiling. Dead bodies, several limbs, and horribly wounded
men who have yet to die, litter the ground.

With a big "Whoosh" in the air, the blood of O-Ren's
subordinates fly off the blonde avenger's blade.

Then saying to the foes who litter the ground.



THE BRIDE (JAPANESE)

Those    of you lucky enough to still
have    your lives. Take them with
you.    But leave the limbs you've
lost.    They belong to me now.

The wounded men, crawl out of the restaurant.

The yellow-haired crimson-covered woman, looks to the last
remaining combatants...Mr. Barrel, Go Go Yubari, and O-Ren
Ishii.

Go Go
steps forward and removes her weapon, it's not a samurai
sword. It's a heavy metal ball at the end of a long chain.
She begins TWIRLING it above her head. Each rotation makes a
WHOOSH sound in the air.

BALL AND CHAIN
in a 3-D-like effect, the metal ball comes right at us.

The BRIDE
ducks out of the way, the heavy ball destroying a large chunk
of wood post behind her.

Go Go
eyes focused on her enemy...WHOOSH....WHOOSH....WHOOSH...she
lets fly...

The ball and chains wrap around the blade of the Hanzo
sword...

...Go Go yanks...

...the Hanzo sword FLIES out of her grip.

GO GO
smiles...then...WHOOSH...WHOOSH...

The BRIDE
removes her boomerang and THROWS it at Go Go.

The BOOMERANG
TWIRLS through the air heading right for Go Go.

BAM

The young bodyguard    swats it out of the air with her ball and
chain. She lifts up    her chain and the boomerang lies bent, on
the floor. She looks    across at her opponent...WHOOSH...
WHOOSH...WHOOSH..she    LETS FLY. It Strikes the Bride in the
chest, knocking her    on her back...

...Go Go twirls it over her head and sends it towards the
Bride on the floor. The Bride rolls out of the way, the metal
ball PUNCHES a hole in an overturned table instead.

The weaponless Bride wrestles a table leg loose from its
purpose.

She hops up on a table, table leg in hand, ready to fight.

Go Go hops up on a table...

As they fight they hop from table to table...

Go Go throws her ball and chain...

...The Bride - QUICK AS A WHIP...

BATS it away with the table leg.

Go Go lets loose with the balls and chain...it wraps around
the Bride's ankle...Go Go YANKS...

...The Bride's leg is yanked out from under her, she FALL
CRASHING through another table.

Go Go jumps on top of the Bride, attacking her with a samurai
short sword. The Bride uses the table leg to block it.

The women fight fiercely, locked in grapple, each face ugly
with struggle. Go Go lets her left earlobe get too close to
the Bride's mouth...the Bride BITES DOWN on it. Go Go screams
as the lower part of the appendage is bitten off, and she
rolls off the Bride. The Bride comes at her, bringing the
table leg -- WHOOPS UPSIDE HER HEAD -- WHOOP-WHOOP-SIDES-HER
HEAD.

The girl in the schoolgirl uniform falls on her back, and
delivers a powerful "C.K." to the Bride from below, dropping
her to her knees.

O-Ren is UP, and wraps the chain around the Bride's neck and
begins to strangle.

The chain digs into the Bride's throat.

The Bride brings the table    leg, which    has a couple of    nasty
looking nails in it, hard    against the    Japanese girl's    thigh.
The nails cut through the    plaid school    uniform skirt    into her
flesh...the Bride rips out    the nails,    taking some leg    meat
with them.

Go Go lets out a horrific scream.

The Bride brings the table leg down on the toe of the young
girl's white tennis shoe. The nails stick in, the white shoe
becomes stained with red.

Go Go SCREAMS letting loose of the chain...falling on the
floor.

The Bride unwraps the chain around her neck, and begins
breathing air into her lungs.

Go Go tries to escape, dragging her fucked-up leg with her...

The Bride rises from the floor and begins, twirling Go Go's
weapon above her head.

Go Go, fast as she can, climbs up the stairs to the second
floor...

The Bride stands at the bottom of the stairs, twirling the
ball and chain over her head.

Go Go frantically, and in great pain, climbs the stairs...
She gets to the top.

The Bride lets loose with the ball and chain...

It HITS the female bodyguard and one half of the Yubari
sisters, smack DAB in the back of the head.

CU GO GO
We see her face as she's delivered a death blow right behind
it. We see behind her eyes and features, her life and spirit
shatter like a teapot.

Like a discarded rag doll, Go Go Yubari TUMBLES down the
staircase landing in a pile at the Bride's feet. Dead before
the tumble began.

The Bride throws the ball and chain to the floor. Her eyes go
to the last two remaining combatants...

...Mr. Barrel and O-Ren Ishii.



THE BRIDE (JAPANESE)
Any more subordinates for me to
kill, O-Ren?

Mr. Barrel says;



MR. BARREL
One last one.



THE BRIDE
You're Mr. Barrel, right?



MR. BARREL
And you're Black Mamba.



THE BRIDE
Our reputations precede us.



MR. BARREL
Apparently.

THE BRIDE
Tell me Mr. Barrel, why don't you
wear your Kato mask? Are you and
iconoclast?

Mr. Barrel takes out a kato mask on a stick, like from a 17th
Century costume ball, and holds it over his eyes.



MR. BARREL
I don't like that rubber band. It
fucks up my hair.



THE BRIDE
You shouldn't work for her.



MR. BARREL
Too late.



THE BRIDE
It's not too late to quit.



MR. BARREL
Do you have choices?



THE BRIDE
No.



MR. BARREL
I know exactly how you feel.



THE BRIDE
This has nothing to do with You and
I, and everything to do with me
taking satisfaction from that bitch
behind you. And there's absolutely
positively no way I'M going to
leave here without taking that
satisfaction. So Mr. Barrel, you
have to stand aside. And that means
you must quit, right now.

MR. BARREL
I can't.



THE BRIDE
Yes you can.



MR. BARREL
No I can't.



THE BRIDE
Don't say "Can't", there are no
"Cant's." Yes - You - Can.....

O-REN ISHII
Screams at her "...last line of defense;"



O-REN (ENGLISH)
What are you waiting for? Are you
on a date? Attack her you fool!



THE BRIDE
Oh my God...
(pause)
...She just called you a fool. She
just called you a fool in front of
me. Not only am I your opponent.
I'm a female fellow countryman.
And you're going to risk your life -
to say nothing of harming me - for
a woman who refers to you as a
fool?

O-REN
is furious, and slaps Mr. Barrel on the shoulder.



O-REN (JAPANESE)
Attack, Goddamn you!

The Bride acts like she's embarrassed to witness what she
just saw.

Mr. Barrel spins in O-Ren's direction shooting her a look
she's never seen from him before.

He then looks back to the Bride.

Her eyes are waiting for his. She says with just the
slightest hint of plea in her voice;



THE BRIDE
I'll owe ya one.

He looks at her a BEAT longer...then says as he resheaths his
sword;



MR. BARREL
The things I do for a pretty face.

INSERT: The Blade sliding back down into the Sheath, The
Handle locks into place with a Click.

He looks back over his shoulder at his former Mistress, and
says;



MR. BARREL (JAPANESE)
I quit.

O-Ren fries and egg on her head.

Then   with his sheathed Sword    in his right hand, and his left
hand   in his pants pocket, he    walks across the carnage-strewn
room   and out the front door.    As he walks, when he's parallel
with   the Bride, He stops and    says;



MR. BARREL
About that one you owe me.



THE BRIDE
Yes?



MR. BARREL
I'm gonna collect someday, you
know?



THE BRIDE
I'll be disappointed if you don't.

He continues walking without a look back. Before he Exits the
restaurant, he throws a look in Sofie's direction, Who's
lying minus her arm in a pool of her own blood, and says;

MR. BARREL
Tough luck bout that arm Sofe.

He exits the Movie.

O-REN and The BRIDE
match eyes. The Japanese gal says;



O-REN (ENGLISH)
Very funny.
(pause)
Your instrument is quite
impressive.



THE BRIDE (JAPANESE)
Domo.



O-REN (JAPANESE)
Where was it made?



THE BRIDE
Okinawa.



O-REN (JAPANESE)
Whom in Okinawa made you this
steel?



THE BRIDE
This is Hattori Hanzo steel.



O-REN (JAPANESE)
YOU LIE!!

The Bride just smiles at her rival's response.

O-Ren's composure returns.



O-REN (JAPANESE)
Swords however never get tired. I
hope you've saved your energy. If
you haven't, you might not last
five minutes.
(pause)

Have you seen the garden in this
establishment?



THE BRIDE (JAPANESE)
No.



O-REN (JAPANESE)
Oh, you really should. It's quite
beautiful. Allow me.

O-Ren moves out of the position she's stood in for the entire
battle. She steps on the doormat of a corpse, that serves the
same purpose of a bottom step, and moves over to the white
paper wall and slides it open....REVEALING....

.....A WHITE WINTER WONDERLAND, set against a Jet Black sky.
A Snow-covered Japanese Garden awaits right outside. Snow
falls from the sky (Slightly artificial, not phony - but
Operatic Theatrical). O-Ren stands next to the Bride in the
doorway looking out into the white night.



O-REN (JAPANESE)
As last looks go, you could do
worse.

The Queen of the Tokyo Underworld steps outside...

The Bride follows her...



INT. SNOW-COVERED JAPANESE GARDEN - NIGHT

As snow falls around them, they stand the correct distance
from one another.

COMBAT MUSIC BEGINS PLAYING, but not Japanese drums - Spanish
Flamenco Guitar.......

The Bride Unsheaths her Sword Quickly...Holding it out in
front of her...Tip of Blade pointed at O-Ren...Sword's Handle
and her Fingers wrapped around that handle, up by her
cheek...Her eyes are Reflected on the Blade...Snow falls
around her.

O-Ren begins walking forward towards the Bride...She raises
up her Sword, still in its sheath, in front of her face
vertically...then begins slowly unsheathing it...Snow falls
around her.

O-REN'S FEET
White socks in wooden clogs, walk forward, Crunching Snow
underneath them...

The BRIDE
Holding Sword...Eyes reflected in Blade...her Yellow Sneakers
Crunching snow underneath them...

O-REN
when her Sword is fully unsheathed, the Japanese combat
artist holds both arms straight out at her sides, Sword in
one hand - Wood sheath in the other, like a bird....

....The Two Women circle each other....

They SWING - CLASH - DANCE - SEPARATE...CIRCLE...SWING -
CLASH - DANCE - SEPARATE...

O-REN LEAPS in the air
does a Somersault over the Bride's head, landing behind her
opponent. She brings her Sword down in a Slashing Swing...

SLASHING The BRIDE
across her back - Spinning her around...

O-Ren goes in for the kill...The Bride meets her blade... The
Blades Clash and Lock...The Two Women's faces come together
as the Blades become entangled...

O-Ren moves her arm in a counter-clockwise motion that
loosens the grip enough to bring her sword handle hard into
The Bride's mouth...

Knocking her backwards over a small, stone bench - Flat on
her ass in a koi pond.

- The Combat Guitar Stops -

O-Ren doesn't charge the fallen blonde, She laughs;



O-REN (ENGLISH)
Silly Caucasian girl likes to play
with samurai swords. Bill might of
humored you, but you will find
neither humor nor mercy at my
blade. Now unless you intend to
commit sepeku among the koi, stand
up and fight. You may not be able
to fight like a samurai, but you
can at least die like a samurai.

The Combat Guitar starts again...As The Bride slowly rises
out of the koi pond. She brings up her sword and Says Calmly
to O-Ren in Japanese;



THE BRIDE (JAPANESE)
Attack me. With everything you
have.

The Two Women Clash Swords furiously, their attack ends with

The Bride's Striking O-Ren - not fatally - but deep. They
separate...

...breathing hard...Cold Air coming out of their mouths like
two locomotives...

O-Ren looks down to her wound, then back up to The Bride. The
respect for the Bride's ability is transparent.

The Two Women Circle Stalk each other again...

Red Blood running down Yellow Legs onto Yellow Sneakers...

Wooden Clogs crunching the Snow, Blood trail dripping down
legs staining White Socks with Red...

They Attack, the Geisha figurine and The tall western girl
with the mane of Whipping Blonde Hair. They Swing - Twist -
Turn - Clash, matching blow for blow till they both back off.

Both Women are out of breath and have    to stop to recuperate.
As they both drink the harsh cold air    into their lungs,
leaving red blood stains in the white    snow, the two females
have the same thought. The next clash    will be their last.



O-REN (JAPANESE)
I apologize for ridiculing you
earlier.



THE BRIDE (JAPANESE)
Accepted.

They continue breathing...



THE BRIDE (JAPANESE)
Ready?



O-REN (JAPANESE)
Yes.

The Flamenco Guitar begins again, as The Two Women Circle
each other for their final attack.

With all the quickness and skill at their command, they clash
in a superb display of Samurai Swordplay...TILL...They Find
themselves on opposite sides of a garden wall...

...The Bride and O-Ren both begin Running diagonally through
the snow, Swords held up high, Facing each other, Continuing
to run even after they passed the wall, Screaming their
Samurai hearts out...

UNTIL...

They both SWING...

...can't tell who got who...

A SCALP OF LONG, BLACK HAIR FLIES THROUGH THE AIR, landing in
the white snow.

CU O-REN ISHII
facing away from the Bride. Sword still in her hand. We see
she doesn't have the TOP OF HER HEAD ON. A touch of her BRAIN
is exposed. Blood Droplets streak her face like raindrops.
The Queen of the Tokyo Underworld, who's regime has just
ended with one swing, stares off into space.



O-REN (ENGLISH)
That really was a Hattori Hanzo
sword...

Her sword FALLS from her grip...in the snow by her feet.



O-REN (ENGLISH)
I always dreamed of owning one...

O-Ren FALLS to her knees, toppling forward.

Left Cheek in the snow, just barely alive, She says;



O-REN (ENGLISH)
Did he make it for you?



THE BRIDE (ENGLISH)
Yes.

The Last thing she says before she dies;



O-REN (ENGLISH)
...He must of liked you.

With her cheek resting against the snow, her eyes close and
she's gone.

The BRIDE
removes a white handkerchief (The One we saw her sewing
earlier with "Bill" in the corner), and uses it to wipe the
blood, once belonging to the first name on her death list,
off her Hanzo Steel.

EX CU THE HANZO SWORD

is returned back to its sheath. The LION'S HEAD that Hanzo
carved into the wood seems pleased.

CUT TO:

The BRIDE
now wearing a yellow, faceless motorcycle crash helmet on her
head, stands FRAMED in a TRUNK SHOT.

SOFIE FATALE
Minus an arm, lies curled up in the trunk of her MAZDA XOXO.

The BRIDE slams the trunk, SCREEN BOES BLACK...

The MAZDA driving down the road at supersonic speed.

The BRIDE
behind the wheel wearing her crash helmet. It looks like an
insert from "GRAND PRIX."

POV THROUGH WINDSHIELD
car speeding...then stopping.

BLACK SCREEN
The BRIDE lifts up trunk lid, we look up at her FRAMED in the
TRUNK SHOT. Helmet on head making her faceless, gold Deadly
Viper syringe in her hand.

When she speaks it comes out of a VOICE BOX at the bottom of
the helmet. Turning her voice deeper and electronically
spooky. The two women speak Japanese to each other.



THE BRIDE (JAPANESE)
I've kept you alive for one reason.
Information. Being O-Ren's lawyer,
I take it you're familiar with
Bill?



SOFIE (JAPANESE)
Yes.



THE BRIDE (JAPANESE)
In fact, I'd guesstimate, you
worked for Bill before O-Ren, and
that's how it is you came to work
for O-Ren. Am I correct?



SOFIE (JAPANESE)
Yes.

THE BRIDE (JAPANESE)
I thought so. Give me the arm you
have left.



SOFIE (JAPANESE)
Why?



THE BRIDE (JAPANESE)
I want information. Now gimme your
arm.

Sofie offers up her remaining arm.

She injects Sofie with the gold syringe.



THE BRIDE    (JAPANESE)
The cocktail racing    through your
bloodstream at this    moment is
Bill's own recipe.    He calls it "The
Undisputed Truth."

Sofie is injected.



THE BRIDE (JAPANESE)
Okay, first things first. Where was
the other Yubari sister? Yuki?



SOFIE (JAPANESE)
Yuki's sick. She went home early.



THE BRIDE (JAPANESE)
Do tell? What's wrong with her?



SOFIE (JAPANESE)
She has a cold.



THE BRIDE (JAPANESE)
Awwww poor baby. What do you think
she'll do when she finds out what
happened?



SOFIE (JAPANESE)

She'll wail with grief.

SHOCK CUT TO

YUKI YUBARI upon hearing the news of her sister's death...

She SCREAMS!

BACK TO SOFIE



SOFIE
She'll drink excessively.

BACK TO YUKI
Big bottle of sake in her mouth pointed bottom up.

BACK TO SOFIE



SOFIE
She'll start trouble.

BACK TO YUKI
sitting at a bar in drunken stupor. An OLDER JAPANESE MAN in
a business suit sits next to her at the bar...he puts the
make on her.



BUSINESS SUIT (JAPANESE)
Do you like Ferraris?

Yuki staring out into space, says with a drunken voice;



YUKI (JAPANESE)
Ferrari...Italian trash.

She slowly turns to face the older Japanese man in the
business suit.



YUKI (JAPANESE)
Do you find me hot?

The man in the business suit giggles at her boldness; she
gets annoyed;



YUKI (JAPANESE)
Don't laugh! Do you want to fuck
me, yes or no?

BUSINESS SUIT (JAPANESE)
Yes.

THEN...

He lets out a GRUNT coming from below.

We see she has stabbed him in the belly with a samurai short
sword, and is slowly dragging the blade across his abdomen,
creating a big red grin across his mid-section.

TWO SHOT YUKI AND BUSINESS SUIT
Yuki focused, Business Suit penetrated...She opens him up
more...he feels every inch of the blade's progress.



YUKI (JAPANESE)
How bout now, big boy, do you still
wish to penetrate me...

Blade cuts deeper...



YUKI (JAPANESE)
Or is it I who has penetrated you.

And with her last line, does the final disemboweling slice
that sends his insides spilling out onto the barroom floor.

BACK TO SOFIE



SOFIE (JAPANESE)
When she stops shedding tears,
she'll start shedding blood.



THE BRIDE (JAPANESE)
Best guess, what will she do?



SOFIE (JAPANESE)
I don't hafta guess, she'll come
after you.



THE BRIDE (JAPANESE)
Will she ever give up?



SOFIE (JAPANESE)
She won't have to. When she finds

you, I don't know who will win. But
what I do know is, she will find
you.



THE BRIDE (JAPANESE)
Is she more skilled than I?



SOFIE (JAPANESE)
Skilled won't be the word.



THE BRIDE (JAPANESE)
Don't be coy with me, bitch. What
would be the word?



SOFIE
Crazy.

The Bride takes this in...then moves on.



THE BRIDE (JAPANESE)
Okay, now I want all the
information on the Deadly
Vipers,... What they've been doing
and where I can find them.



EXT. TOKYO GENERAL HOSPITAL - NIGHT

The big hospital of TOKYO is located by a hill by the
highway. Sofie's MAZDA pulls off the highway to the side.

The Bride hops out of the car, runs to the back, opens the
trunk, takes out Sofie's body, and rolls it down the
hill....Sofie stops rolling in front of the entrance of the
huge hospital.

CUT TO:

CU SOFIE
in a hospital environment. Bill's voice speaks to her OFF
SCREEN;



BILL (O.S.; ENGLISH)
Sofie, Sofie, my Sofie, I'm so
sorry.

SOFIE (ENGLISH)
Please forgive my betrayal --

He shhhh's her off screen;



BILL (O.S.; ENGLISH)
-- no more of that. I invented that
truth serum. Once it entered your
bloodstream, you no longer had a
choice.



SOFIE (ENGLISH)
But, still --



BILL (O.S.; ENGLISH)
-- But still -- nothing, except my
aching heart over what she's done
to my beautiful and brilliant
Sofie.
(pause)
If you had to guess why she left
you alive, what would be your
guess?



SOFIE (ENGLISH)
Guessing won't be necessary. She
informed me.

BACK TO THE BRIDE AT THE TRUNK



THE BRIDE (ENGLISH)
I'm allowing you to keep your
wicked life for one reason and one
reason only. So you can tell him,
in person, everything that happened
here tonight. I want him to witness
the extent of my mercy..., by
witnessing your deformed body. I
want you to tell him, all the
information you just told me. I
want him to know what I know. I
want him to know I want him to
know.

Then with SUPERMAN X-RAY VISION we see through the helmet to
the Bride's face inside as she says the last line.

THE BRIDE (ENGLISH)
And I want them all to know,
they'll all soon be as dead as O
REN.

WE CUT TO A

CU of SOFIE
WE PAN to a CU of YUKI

Bill says off screen;



BILL (O.S.; JAPANESE)
If O-Ren was number one, unless
she's being tricky, Vernita Green
will be number two.



YUKI (JAPANESE)
Where is Vernita Green?



BILL (O.S., JAPANESE)
Los Angeles. Vernita's in Pasadena.
But the woman you want will hold up
in a low budget motel, fifteen of
twenty minutes away from stepping
on board a plane departing LAX. If
I had to bet...I'd say Hawthorne.

Yuki blows a pink bubble gum bubble, it pops and she says in
English;



YUKI (ENGLISH)
California, here I come.

CUT TO:

CU HATTORI HANZO
He's sewing something that requires a lot of concentration.

CU The BRIDE'S BARE BACK
What he's sewing is, the NASTY SLASH O-Ren gave the Bride on
her back, closed with a simple needle and thread.

CU The BRIDE
lies naked on her stomach, head up, chin resting on her
folded hand, feeling no pain at the needle piercing her
flesh. The sleeping giant is awake, and in her eyes we see
she's filled with a terrible resolve.

As Hanzo sews, he recites in Japanese the Yagu mantra, the
Bride recites in Japanese after him.

EX CU: O-REN ISHII'S name written in the Bride's notebook
with the number one next to it. A black felt pen comes into
frame and draws a line through the name.

FADE TO BLACK.

BLACK FRAME
TITLE CARD:


Chapter five

YUKI'S REVENGE


We hear music under this card...

MONTAGE OF YUKI coming to Los Angeles cut to music.

We see YUKI dressed in her Japanese private schoolgirl outfit
with white blouse, plaid skirt, bobby socks, blazer, and
barrettes in her hair, flying on a jet enroute to Los
Angeles. She paints her fingernails with bubble gum-colored
nail polish.

Yuki walks through LAX.

Yuki standing next to a CAR SALESMAN on a California car lot.
She points at a car in front of her.

We see her cool convertible sports car and her finger
pointing at it.

We see Yuki behind the wheel of the sports car, driving as
fast as she can through the twists and turns of the Hollywood
Hills, laughing all the way.

We see Yuki running around all over LA, Hollywood and
Disneyland taking pictures with her disposable Barbie camera.


SPLIT SCREEN

YUKI'S SIDE                         THE BRIDE'S SIDE
PHOTO: Yuki with the                  The Bride on an airplaine
Hollywood signin the b.g.,            flying to Los Angeles.
she points to it.

PHOTO: Yuki in front of the           The plane lands in L.A.
Chinese Theatre.

PHOTO: Yuki at Grauman's
Chinese Theatre, wearing a            The Bride walks off the
cowboy hat, in front of Roy           plane with the other
Rogers' and Trigger's hand            passengers.
foot and hoof prints. She
holds her fingers like a
six-shooter.

PHOTO: Yuki posing with a             The Bride walking

celebrityshe's bumped into.        through LAX.

Yuki behind the velvet ropes
of a Hollywood premiere with
the other fans. She watches
the STARS walk the red carpet
with her autograph book in her
hand.

YUKI screaming on a roller-
coaster.

PHOTO: At Disneyland. Doing
a Bonnie and Clyde-style pose
with a Captain Hook. And
another photo in between
Chip N' Dale.

CU YUKI                            CU The BRIDE
walking, stalking, and             walking through LAX.
eating huge ice cream
waffle cone.

SPLIT SCREEN (CONT'D)

YUKI'S SIDE                   THE BRIDE'S SIDE
We see Yuki is tailing the          We see The Bride is
Bride through LAX.                  being followed by Yuki.
Our heroine is unaware.

Yuki driving her sports car.        The Bride renting a
Stalking.                           motel. We see Yuki's
car drive by in the B.G.
through the motel's
picture window.

MEDIUM CU of Yuki wearing a         YUKI'S POV:
whiteuniform, and taking            The Bride entering her
money. Her eyes watch               yellow pickup truck
something off screen.               parked in front of
Vernita's house.

We see Yuki is dressed like         EX CU: VERNITA GREEN'S
an ice cream man, and is            name in the Bride's
selling ice cream to kids           notebook. She draws a
from an ice cream truck on          black felt pen through
Vernita's block.                    the name.

THE BRIDE
(to herself)
Two down, and three to
go.

CU Yuki's face as she watches       The Bride driving away
the Bride drive away.               from the scene of her
latest victory.

CU Yuki, smiles. Now's the          YUKI'S POV: The yellow
time.                               pussy wagon drives away.

Yuki, at night, sitting in               YUKI'S POV: The
the surveillance seat of her             exterior of the motel,
sports car. Her hands are                the Bride is staying in.
busy below frame.                        The motel is located on
a Hawthorne residential
street. Her yellow
pickup truck is parked
on the street.

SPLIT SCREEN (CONT'D)

YUKI'S SIDE                      THE BRIDE'S SIDE
Yuki loading an Israel                    The Bride, on the phone,
compact sub-machine gun                   booking her flight out
that lays on her plaid                    of LA to Texas, as she
skirt lap.                                packs her crap inside
her motel room.

The Bride carries her
stuff, the Hanzo sword,
her money in a backpack,
and her other stuff in a
canvas duffle bag.

CU YUKI watches. Weapon                   She carries the stuff
locked,loaded, and ready.                 from indoors to
She makes a line of baby                  outdoors to the yellow
blue powder on the                        pickup.
dashboard, then snorts it
up her nose.

A SUBTITLE APPEARS UNDERNEATH:

DRUG of Bill's own concoction.
He calls it, "The Blues."

The drug affects her. Now's
the time.

Yuki gets out of the car                  YUKI'S POV: We see the
and heads for the                         Bride from a distance,
oblivious Bride.                          by her truck.

Cu Yuki walking towards the               YUKI'S POV: Approaching
Bride.                                    the Bride from behind.

A camera behind Yuki as
she walks, holding the
sub-machine gun behind
her back.




FULL SCREEN

We stay with Yuki's side as she stops across the street from
the Bride. During their face-off we only see the Bride at a
distance.

The Bride is in the b.g., back to us packing her trunk, just
about ready to make a clean getaway...

WHEN...

Yuki yells to the figure across the street.



YUKI (JAPANESE)
Conigute wa!

We see the back-turned figure of the Bride slightly freeze
upon hearing the Japanese greeting. Without turning around
she says;



THE BRIDE (JAPANESE)
Conigute wa.
(pause)
Yuki?



YUKI (ENGLISH)
Bingo!

THRILLER MUSIC begins on the soundtrack.

The Bride turns around to face the young avenger.



THE BRIDE (JAPANESE)
Can I help you?



YUKI (JAPANESE)
You can kill yourself.

Yuki giggles.



YUKI (JAPANESE)
Taking a trip?



THE BRIDE (JAPANESE)
I was.



YUKI (JAPANESE)
You still are. One way.

THE BRIDE (JAPANESE)
I know you feel you must avenge
your sister. But I beg you...walk
away.

Yuki giggles.



YUKI (JAPANESE)
You call that begging? You can beg
better than that.

Yuki giggles. Then she takes out a flashlight, and switches
on the beam.



YUKI    (JAPANESE)
Can I see your    face? I've heard
your beauty is    exquisite. I would
like to see for    myself.



THE BRIDE (ENGLISH)
Sure.

Yuki shines the flashlight beam in the Bride's face.



YUKI (JAPANESE)
Ohhhh,...look how pretty your face
is. Oooohhh,... I want to touch it.



THE BRIDE
Domo.



YUKI    (JAPANESE)
Your face is so    pretty, I just want
to put both of    my palms against
your cheeks and    give you little
tiny kisses.

Yuki then shines the flashlight up into her own face.



YUKI (JAPANESE)
How do I look?



THE BRIDE (JAPANESE)

Very pretty.



YUKI (JAPANESE)
You're just saying that 'cause I
told you how pretty you are.



THE BRIDE (JAPANESE)
Yuki, you're gorgeous.



YUKI (JAPANESE)
Really? Is that how you'd describe
me to somebody if I wasn't here?
Yuki's gorgeous?



THE BRIDE (ENGLISH)
You bet.

Yuki giggles.



THE BRIDE (JAPANESE)
Don't make me kill you.



YUKI (ENGLISH)
Okay.

Yuki removes the Israel sub-machine gun from behind her back
and FIRES A LOUD INTENSE VOLUME of firepower at The Bride.

The Bride dives out of her way, just as her yellow pussy
wagon is demolished by the ammo.

The Bride, with her samurai sword in her hand, and her
backpack full of money, takes off running across a couple of
front lawns...

Yuki chases her with machine gun fire...

The Bride LEAPS over a long hedge...disappearing Behind it.

Yuki runs after her, firing all the way, destroying the
hedge...

The Bride darts across the street, she hits the ground and
rolls under a Volkswagen van.

Bullet FIRE EXPLODES all around the Bride as she rolls out on
the other side. She removes her 9mm automatic and returns
fire from behind the van.

Yuki yells to her in English;



YUKI (ENGLISH)
You think you're safe! I say; Ha!

She takes out a hand grenade, removes the pin with her teeth,
and slides it towards the Bride.

The Bride sees the live hand grenade skidding and sliding on
the asphalt towards her...

She takes off running...as the Volkswagen van EXPLODES BEHIND
HER.

She cuts through the backyard of a house -- THE CAMERA TAKING
OFF WITH HER -- over their fence, in the backyard over the
fence into another yard. She trips, falling into the other
house's swimming pool. Instead of splashing around, the Bride
swims like she was in the Olympics, till she's in the shallow
end. Without breaking her stride, she runs out of the pool.
Now with her gun out, the sopping wet Bride gets to the front
of the house. It's located on a cul de sac.

WHEN...

Yuki's sports car pulls up at the end of the street.

Both women see the other.

Yuki hits the gas, firing her machine gun out the window of
her car as she speeds down the dead-end street.

The Bride, runs across lawns and hides behind parked cars on
the street, as the bullets rip up homes, lawns, and
automobiles.

When Yuki's car reaches the end of the dead end,...

She jerks the wheel...

SPINNING the car around, pointing it in the opposite
direction.

SHE HITS THE GAS AGAIN...

SHE PULLS THE MACHINE GUN TRIGGER AGAIN...

BULLETS TEAR UP the cars lining the street.

In the hail of bullets, the Bride tries to fire back.

Yuki reaches the end of the street and spins the car around.

She gets ready to make a third pass.

Some PEOPLE in the house behind the Bride, look out of their
front door.

The Bride yells at them;



THE BRIDE
Stay in your house and stay down on
the floor!

Yuki speeds after her, but this time she pops the curb and
drives across the front lawns on the street heading right for
her.

The Bride runs into the house she's in front of.

She runs through the living room, to the kitchen and the back
door, but the kitchen's where the family that lives here is
hiding and they block the door.

Yuki's sports car pulls up in front of the house. She stands
up in the convertible. Takes out a grenade, pulls the pin and
says;



YUKI (JAPANESE)
Time for the rabbit to come out of
her hole!

She lobs the grenade up on the porch, then throws herself
face down on the lawn.

The porch and the front of the house explodes into splinters.

Everybody in the kitchen is blown back.

Realizing there's no getting out of the back door, the Bride
runs back into the living room that's now missing a wall, and
runs up the home's staircase leading to the bedrooms.

Yuki steps into the house, sub-machine gun in hand...

The Bride makes it to the top of the stairs, and is just
about to disappear behind the upstairs hallway wall...

WHEN...

Yuki fires up at her, hitting her twice in the leg.

The upstairs hallway, two bedroom doorways line both sides of
the hallway. The Bride crashes to the floor -- SCREAMING --
blood pours out of her gunshots.

Yuki charges up the stairs...machine gun blazing, tearing up
the house.

The Bride aims her 9mm where she expects Yuki to emerge.

Yuki gets to the top of the stairs, and steps into the
hallway.

The Bride fires...

The Bride's bullet wings Yuki in the left breast, knocking
her through a bedroom doorway.



THE BRIDE
(to herself)
Gotcha!

Yuki screams like a little girl at the pain. She yells from
the doorway into the hallway;



YUKI (JAPANESE)
You fucking bitch! You shot me in
my breast! They're not fully
developed yet, you fucking asshole!
Now I'm always gonna have a dimple!

The Bride answers Yuki back with an imitation of Yuki's
giggle, which makes the youngin blow her top.



YUKI (JAPANESE)
Piss me off!

She fires her machine gun around the corner, tearing up
everything around the Bride.

When the young girl stops firing, the Bride yells;



THE BRIDE    (JAPANESE)
Yuki, in about two    minutes there's
going to be an army    of police here.
So if you're gonna    kill me, now's
the time.

From her hiding place, Yuki snorts a line of baby blue
powder. It gives her energy.



THE BRIDE (O.S., ENGLISH)
So what's it gonna be bitch?

Slapping a new clip in her machine gun.



YUKI (JAPANESE)
That fucking does it!

Yuki comes around the corner FIRING her machine gun in the

Bride's direction, ripping up everything around her.

The Bride lying flat on the floor fires her 9mm.

The explosion of ammo creates the hysteria of warfare combat.

Yuki charges the Bride, Kamakazi style.

Three more bullets rip into the Bride, the Bride fires up at
Yuki, hitting her three times in the body, knocking her off
her feet, and sending her tumbling down the stairs.

The Bride shot up, pulls herself to the top of the stairs.
She sees Yuki lying at the bottom, dead.

Yuki's face, dead,    eyes closed...then they pop up open...
Guess what...she's    not dead. Though she's bloody and her
schoolgirl uniform    is filled with bullet holes she rises. Her
head turns in the    direction of the Bride...

The Bride sees this and can't believe it...

They lock eyes...

...Yuki, who no longer has the machine gun, takes out a
deadly looking knife and snaps it open with a smile that
builds to a scream...

She charges up the steps at the Bride.

The startled Bride fires at her...the 9mm's empty...

Yuki charging up the steps, yelling, knife raised high...

The Bride, hurriedly removes the pistol she keeps in her
ankle holster.

Yuki chargin...

The Bride cocks back the hammer...

...Yuki charging, getting closer...

The Bride FIRES

Bullet hits Yuki, stops her for a quarter of a second, but
she keeps charging...

The Bride fires again...

Yuki jerks but keeps on charging...

Bride fires...

Yuki jerks, but keeps charging...

Bride fires...

Yuki jerks, keeps chargin, almost at her, knife raised
high...

The Bride FIRES

Yuki jerks, but keeps charging, knife ready to do its duty...

The Bride fires, but her gun jams...

Yuki leaps on her with the knife...

They struggle for a moment...

...TILL...

...The Bride realizes Yuki's dead. She tosses her to the
side.



THE BRIDE
Goddamn, what a wildcat.



INT. NURSE OWEN'S HOME - NIGHT

The phone rings and a black woman in a nurse's uniform with a
name tag on it that reads, "B. Owens," answers the phone.



NURSE OWENS
Hello.

CU The Bride
on her cell phone, a business card in her hand, with a number
written on the back that says, "B. Owens," and her phone
number. She's bleeding from her five bullet holes. Sitting in
a pool of her own blood. She's starting to tremble. We can't
see where she's at, but it's somewhere surrounded by wood
planks. The moon shines into the structure.



THE BRIDE
Hello, I'm calling Nurse Owens --



NURSE OWENS
Who is this.



THE BRIDE
You don't know me, but --



NURSE OWENS
-- And I don't want to neither. Now

I don't know how you got my number,
but you can just rip that shit up,
because --



THE BRIDE
-- I've been shot five times --



NURSE OWENS
-- Stop, I don't wanna hear no
more. I got problems of my own.



THE BRIDE
I'm dying.



NURSE OWENS
Then bitch, you better call
yourself a ambulance, cause I don't
do this shit no more.



THE BRIDE
I can't call an ambulance.



NURSE OWENS
--    No, you can call a ambulance,
you    just don't want to. But if your
ass    is really dying, you ain't got
no    motherfuckin choice.



THE BRIDE
I do have a choice, and I'm
choosing to call you. If you refuse
to help me, I'll die. And that will
be your choice.



NURSE OWENS
Bitch, I don't even know you!



THE BRIDE
What do you need to know? I'm from
Earth, I'm a woman, I'm dying, and
only you can help me.

Her last line has an effect on the hard-hearted nurse.



NURSE OWENS
Okay, where you at?



THE BRIDE
I'm in Hawthorne. I'm hiding in a
kids treehouse. It's a street
called, "Dimmick". 1-7-3-6 Dimmick
Avenue. There's a bunch of police
cars and firetrucks, about two
blocks away.



NURSE OWENS
Whatcha do, crawl two blocks?



THE BRIDE
If you can't walk, you better
crawl.

Nurse Owens likes that last line.



NURSE OWENS
You got you some money dontcha, or
am I doin this out of the goodness
of my heart?



THE BRIDE
You come and get me, today's pay
day.



NURSE OWENS
You ain't too far away. You gonna
bleed to death I get there in a
half a hour?



THE BRIDE
Probably.



NURSE OWENS
Okay, I'll be there in fifteen
minutes.

THE BRIDE
Is that Pacific Standard Time, or
C.P.T.?



NURSE OWENS
Just you better be there    when I get
there, and you better be    shot five
times, and your bony ass    better be
on your last motherfuckin    legs.



THE BRIDE
How do you know I have a bony ass?



NURSE OWENS
You sound like you have a bony ass.

The Nurse hangs up the phone.



INT. TREEHOUSE - NIGHT

The Bride sits in her own blood waiting for Nurse Owens.

Nurse Owens' head pops up from the door in the floor.



THE BRIDE
Glad you made it.



NURSE OWENS
There's cops all over here, I had
to be cool. They tend to notice
things like Negroes sneaking around
people's backyards.

The nurse hands the Bride a big bottle of Wild Turkey.



THE BRIDE
What's that?



NURSE OWENS
This shit's gonna hurt, and I ain't
got no anesthetic.

(refers to the bottle)
So git busy.



INT. NURSE OWEN'S KITCHEN - NIGHT

OVERHEAD SHOT
The Bride laid out on Nurse Owens' kitchen table, while the
nurse extracts the bullets.

The Bride screams.

The TV is turned up loud to hide the screams.

The fifth slug is placed in an ashtray next to three
cigarette butts and other balls of lead.

The Bride, drunk as a skunk, says to her savior;



THE BRIDE
That fuckin smarts.

Smoking her menthol Kool, Nurse Owens says;



NURSE OWENS
Yeah, bullets are bad news. In the
future, you should avoid them if
you can.



THE BRIDE
I'll keep that in mind. So, do I
have a future?



NURSE OWENS
You'll live to kill again.



THE BRIDE
Splendid.

She passes out.

FADE TO BLACK.

BLACK FRAME
TITLE CARD:


Chapter six

"Can she bake a cherry pie."


EX CU SLOT IN DOOR
is slid open revealing two male eyes on the other side.



DOORMAN (O.S.)
Yes?



TWO EYES (O.S.)
I heard you had a game?



DOORMAN (O.S.)
Who are you?



TWO EYES (O.S.)
They call me Bill.



DOORMAN (O.S.)
Bill what?



BILL (O.S.)
That, no one ever calls me.

A FEMALE VOICE FROM OFF SCREEN says to the Doorman;



FEMALE VOICE (O.S.)
Open the door Alburt, let's see
what this Bill looks like.

The door opens revealing BILL to the other side of the door,
and for the first time, to the audience. He looks cool.



INT. HOTEL ROOM - NIGHT

Bill looks inside and sees a fancy hotel room converted into
a crap game. A crap table has been erected in the middle of
the suite. SEVEN MEN stand around the table trying their
luck. All playing has stopped at the opening of the door.

One woman in a beautiful black dress, stands at the head of
the table...It's her game...her name is L.F. O'BOYLE.

Bill stands in the doorway. ALBURT the doorman, who wears a

tux, waits for L.F.'s word.



L.F. O'BOYLE
Are you a policeman, Bill?



BILL
Not anymore?

L.F. laughs.



L.F.
Let him play, Alburt.

Bill steps inside and the game continues in earnest.



L.F.
(to the players)
We now return to the game already
in progress. The point is nine
gentlemen, nine is the point...

As Alburt    frisks him, Bill takes in the room. There are five
other men    all wearing black tuxedos, all carrying samurai
swords (as    is Alburt), all working for Miss O'Boyle. In his
hand Bill    holds his sheathed Hanzo sword. Referring to the
sword;



ALBURT
I'll take that.



BILL
You'll have to.

The two men stare...



L.F.
Now now boys...Mr. Bill, do you
intend to start any shit with that
sword?



BILL
I give you my word of honor, I will
start nothing.

L.F.
Good enough for me.
(back to game)



ALBURT
Miss O'Boyle required a two-hundred
dollar membership fee.



BILL
That's rather pricey.



ALBURT
You wanna play for free, go to
Vegas. You start now you'll be
there by sundown.

Bill takes out a roll of bills that would choke a rodeo bull
to death. He peels off two hundred.



BILL
I think I'll stay here. I'm
thirsty.



ALBURT
That way.

Bill walks over to the suite's bar, a YOUNG WOMAN tends it.



BILL
Beer.



BARTENDER
Twenty dollars.



BILL
Twenty dollars for a beer?



BARTENDER
High cost of living shooter. You
don't like it, go to Vegas. You can

get a prime rib dinner there for
3.95.



BILL
What am I going to do, I'm thirsty.
(throws a 20 on the bar)
Pour the beer.

The Bartender produces a dixie cup, and a can of Budweiser.
She pops the top and fills the cup, leaving half of the beer
inside the can. She then offers only the cup to Bill.



BILL
(pointing to the can)
I don't get that?

The Bartender slowly shakes her head, no.

He lifts the dixie cup to his lips, and says;



BILL
Cheers.

Bill approaches the table with his dixie cup of beer.



L.F.
Gentlemen, let's    see if the new kid
in school wants    to play right away.
(to Bill)
How bout it new    kid, you wanna
handle my bones,    or do you just
like to watch?

Dropping his money roll on the table...



BILL
I came to play.

Color L.F. impressed.



L.F.
Boys take a look at this man, he's
what Webster's calls, a gambler.
The dice belong to you , sir.

With her table stick, she pushes the dice to Bill. He takes
them and inspects them.

L.F.
I hope you're not implying
anything, friend?



BILL
(as he inspects dice)
I'm not implying anything.

Alburt starts to move from his position by the door.



ALBURT
That did it fuckhead, you're out
the door --

L.F. motions him back to his position.

The players watch L.F. And Bill, an opposite ends of the
table, trade quips.

Bill looks from the dice to L.F.



BILL
You looked me over when I stood in
your doorway. I'm looking you over
as I step up to your table. If I
don't know, I don't throw.



L.F.
Are you satisfied?



BILL
More or less.



L.F.
I think we're getting into a
antagonistic relationship.



BILL
Oh, I'm sorry, I thought you were
trying to take my money, and I was
trying to take yours.

L.F.
It's just a game.

Bill throws ten thousand dollars on the table, the room
reacts.



BILL
If you're game, take my bet
sportsman.



L.F.
Covered.

Bill smiles as he rolls the dice in his hand, then
throws...7...The room reacts...L.F. smiles and pushes the
money and the dice back to Bill with her stick. He picks up
his winnings, tosses them back on the table, and says;



BILL
Shoot it all.

The room reacts.



L.F.
Covered.

He holds the dice in his fist...and throws...5...



L.F.
The point is five, gentlemen, five
is the point.

Bill throws...5...more reaction...more money...



BILL
Shoot it all.



L.F.
Covered.

He shoots again, he wins again...

L.F. MOVES THE MONEY in front of him.

Bill picks up the stack of moola...L.F. Stands behind her
table, stick in her hand, eyes on her opponent.

In the midst of this silence, his beeper goes off. His eyes
go to it. It reads; ELLE DRIVER.

He raises his eyes from the beeper to L.F., casually tosses
the green on the felt and says;



BILL
Shoot it all.



L.F.
Pretty lucky tonight, huh?



BILL
Play a game of luck long enough
you're bound to meet some lucky
people.



L.F.
You know we've never been properly
introduced, I'm L.F. O'Boyle.



BILL
And I'm not interested.



L.F.
No, you're rude. Why so rude rude
boy, I'm only trying to be
friendly.



BILL
I didn't come here to make friends.
I came here to shoot a little crap.
But then your boy over there hits
me up for a two hundred dollar
privilege to play fee --



L.F.
-- That's a membership fee, good
for --



BILL

-- You and nobody else. You sell at
the bar a half can of warm piss, at
twenty bucks a shot. How much did
the six-pack cost you? 5.60, 5.65?
You're greedy O'Boyle. You're just
too Goddamn greedy. You know what I
like to do when I meet greedy
people? Take every fuckin thing
they got. Leave em with nothing.



L.F.
So that's your game, you want to
teach me a lesson?



BILL
I wanna    burn you    down. When I'm
through    with you,    you won't have a
pot to    piss, or a    window to throw
it out    of. You'll    thumb a ride out
of L.A.    wearing a    barrel.



L.F.
I could always save myself this
horrible fate by not taking your
bet.



BILL
To be replaced by a different fate.
The embarrassing truth that you run
a gutless game. I won't forget it.
I'm sure these gentlemen won't
forget it. I'm sure they'll tell
people who won't forget it. And we
won't come back. If we don't come
back, you won't get our money.
Couple of weeks, you won't have a
game.



L.F.
You got a big mouth, lucky boy. And
the idea of taking everything
you've won away, and sending you
out the door with nothing but a red
face, is so appealing to me, that I
will take your bet. But.....not
with those dice.



BILL

Oooohhh, that's....



L.F.
The house's perogative and you know
it.

She holds out her palm and two new pair of dice (black) are
placed in her hand by one of her bodyguards. She sets the
dice on the table, and moves them in front of Bill with her
stick.

Bill looks down at them.



L.F.
Maybe you would like to change your
bet?



BILL
Yes I would.....Shoot it
all.....Against myself.

His hand scoops the dice off the table.

He catches the young lady by surprise.



L.F.
What?



BILL
Did I stutter, I'm changing my bet.
I'm betting I don't make it.

From the door Alburt says;



ALBURT
You can't do that.



BILL
Oh yes I can. It's the shooter's
perogative, and she knows it.



L.F.
Covered.

He throws....

....................BOXCARS.

The spectators go apeshit.

Bill scoops up his money and looks to the lady who's game he
just busted.



BILL
Can I use your phone?



L.F.
Sure it's next to the bed.



INT. BED AREA OF HOTEL ROOM

Bill sits on the bed talking with Elle Driver on the phone.

In the b.g. L.F. is throwing everybody out.



L.F.
Game's over, get out! Get the fuck
out! No more tonight, go home....



BILL
(into phone)
Vernita's dead? When?
(pause)
What about her family?
(pause)
Nice to see Kiddo hasn't gone
completely apeshit. No idea where
she is?
(pause)
Okay that did it, we're going to
Texas and talk sense into Budd
before (BLEEP) makes him number
three.

He looks over and L.F. is sitting on the floor of the bed.
All the players have left, only L.F. and her five tuxedo boys
remain.



BILL
We're going to have a talk about
this later.
(pause)

Well, I'm not exactly among friends
at the moment.
(pause...he laughs)
I'll keep that in mind, bye bye.

He hangs up.



BILL
Got a nose problem?



L.F.
I said you could use my phone. I
didn't say I wouldn't listen.



BILL
This is true.



L.F.
You didn't burn me down you know?



BILL
Course not. First rule of any
house, ya gotta have LUCKY GUY
comes in and wipes the place out
insurance.



L.F.
If there weren't losers it wouldn't
be a game.

Standing up, folding his winnings into his inside jacket
pocket, looking at L.F. and her boys, he says;



BILL
I sincerely hope you mean that.

Without another word he exits the hotel room.

Nobody makes a move to stop him.

L.F. O'Boyle and her henchmen stand still as they wait for
the sound of the elevator in the hall.

The Bride's Voice comes on the soundtrack;

THE BRIDE (V.O.)
What L.F. O'Boyle didn't know was,
the real game was just beginning.
Bill was on the job, and she was
the target. Now Bill was the
greatest assassin of the 20th
century. In fact the term HITMAN
was coined for him. And he rarely
performs actual assassinations
anymore. However every once in
awhile - to keep his hand in - he
does. Only he plays a game. He
doesn't start big trouble...he lets
them start it. If they do, they're
dead. If they don't, not only won't
he perform, he'll take the hit off
the market. It's kind of fun
watching people gamble when they
don't know they're gambling, isn't
it?

They hear the elevator in the hall.

L.F. O'Boyle tells her men;



L.F.
Get my money back. Don't kill him.
Chop off all his fingers.

Alburt smiles.

The Five men go out the door.



INT. HALLWAY HOTEL

The Five tuxedo-clad bodyguards hit the hallway, only to
see....BILL, with his Hanzo sword unsheathed, standing at the
end.

This wasn't expected, they unsheath their swords.

He Charges at them.

In the    hotel's hallway, Bill cuts through the five men. His
mastery    of the Hanzo sword in his hand is peerless. He cuts
through    the first four rather quickly. The fifth one, Alburt,
is the    most skilled, but he too falls under the master's
blade.



INT. HOTEL ROOM

L.F. O'Boyle hides in her room, holding a gun, pointed at the
front door.

She sits in bushwhack mode, waiting for Bill, or anybody for
that matter, to step through the doorway.

WHEN...

The window her back is up against SHATTERS, and a black
gloved hand reaches inside and GRABS her by her hair, and
YANKS her out the window.



EXT. HOTEL WINDOW LEDGE - NIGHT

Bill on the ledge of the hotel window (the 26th floor),
outside L.F. O'Boyle's room.

He's yanked her outside and he's dangling her over the side
by her hair.



BILL
Do you know a Jessica?

L.F. Is too hysterical to answer.



BILL
Well, she knows you.

He drops her......

............... SHE FALLS....

...................................SHE SPLATS.

Bill watches her all the way down. When he's confident her
fall was fatal, he leaves the ledge.

FADE TO BLACK.

BLACK FRAME
TITLE CARD:


Chapter seven

"The lonely grave of
Paula Schultz"



EXT. BUDD'S TRAILER - DAY

A small camper trailer sits all by its lonesome in the middle
of a barren Texas wasteland.

A SUBTITLE APPEARS under this image;

"The city of
Austin Texas."

A fist knocks on the trailer door.

It opens, revealing    Bill's    brother, BUDD. Not the Slick
Willie Budd with the    black    suit and the silver-tipped black
cowboy boots we saw    earlier    at the wedding chapel massacre.
No, the Budd we see    now is    the Budd who climbed into a bottle
five years ago, got    himself    comfortable, and decided to live
there.

Bill, looking like    a cool million, stands out in the dirt and
dust of Budd's lot    of land, looking up at his brother in his
natural habitat. In    the B.G. we can see Elle Driver lounging
in the passenger's    seat.

Budd, surprised by the visitor, says;



BUDD
Great day in the morning. Brother
Bill livin up to his familia
obligation.



BILL
How ya doin' Budd?



BUDD
Oh, you know my life, Bill, just a
mad rush of wild parties and
wealthy women.

Budd squints into the sun at the woman in Bill's ear.



BUDD
Is that that tall blonde one-eyed
Viking bitch in the passenger seat?



BILL
It's Elle. Want to say hello?



BUDD
Never said "bye," can't seem to
think of a reason to say, "hi."

INSERT: INT. - BILL'S CAR

Elle inside, blasting both the stereo and the air
conditioner. She watches the brotherly scene play out through
the car windshield. Obviously there's no love lost between
Elle and Budd.



BUDD
What'd ya wanna talk about?



BILL
Are you not going to invite me in?



BUDD
No.



BILL
May I ask why not?



BUDD
It stinks in there, that's why. Now
what's so important it requires a
reunion?

TIME CUT

The estranged brothers continue their conversation. Budd sits
in the doorway of his trailer, bottle of jack in his hand.
Bill stands.



BUDD
You tryin to tell me she cut her
way through eighty-eight bodyguards
'fore she got to O-Ren?



BILL
No. There wasn't really eighty
eight of them, they just called
themselves The Crazy 88.



BUDD
Why.



BILL

I dunno, I guess they thought it
sounded cool. Anyhow, she had about
26 or 27 around her when (BLEEP)
attacked. They all fell under her
Hanzo sword.

The mention of a Hattori Hanzo sword gets Budd's attention.



BUDD
She got 'er a Hattori Hanzo sword?

Bill nods his head, "yes."



BILL
She has a Hanzo Jingi sword.



BUDD
He made her one? Didn't he swear a
blood oath never to make another
sword?



BILL
It would appear he's broken it.

Budd doesn't say anything at first...THEN;



BUDD
Them Japs know how to carry a
grudge don't they? Or is it just
you tend to bring that out in
people?



BILL
(pause)
I know this is a ridiculous
question before I ask, but you by
any chance haven't kept up with
your swordplay?



BUDD
Hell, I pawned that years ago.



BILL
You pawned a Hattori Hanzo sword?

BUDD
Yep.

The disrespect is pain.



BILL
It was priceless.



BUDD
Not in El Paso it ain't. In El Pso
I got me 250 Dollars for it.



BILL
Since it was a gift from me, why
didn't you offer me the chance to
buy it back?



BUDD
Because that would've required me
to acknowledge your existence.
Drunken bum though I may be, I
don't need booze that bad. But who
the hell gives a crap anyway. That
bitch ain't gittin no Bushido
points for killin a white trash
piece of shit like me with a
samurai sword. I'm a bouncer in a
titty bar, Bill. If she wants to
fight me, all she gotta do is come
down to the Club, start some shit,
and we'll be in a a fight.



BILL
-- Budd, you need to listen to me.
I know we haven't spoken for quite
some time, and the last time we
spoke wasn't the most pleasant. But
you need to get over being mad at
me, and start becoming afraid of
Bea. Because she is coming, and
she's coming to kill you. And
unless you accept my assistance, I
have no doubt she will succeed.

Budd sees Bill's true concern for his welfare.

Bill tries to charm his brother.

BILL
Can't we forget the past, and look
at the happy side of all this?

Budd chuckles.



BUDD
And what would that happy side be?



BILL
She's brought "the boys" back
together.

Budd is touched by Bill's concern and chuckles to himself.



BUDD
I appreciate the concern on your
face, but there's a difference
'tween "the boys", time can't
erase. I don't dodge guilt. And I
don't Jew outta payin my
comeuppance. That woman deserves
her revenge. And we deserve to die.
But then again, so does she. So I
guess we'll just see now, won't we.



EXT. THE MY-OH-MY-CLUB - DAY

The    My-oh-my Club, is the sleazy titty bar that Budd works
at.    His job is tossin out the riff-raff that's worse than
him,    out on their ear - minus a few of the teeth they had
when    they came in. His beat-to-shit pickup truck pulls up to
the    front, and he climbs out of the automobile.



INT. THE MY-OH-MY-CLUB - DAY

Budd walks into the wood-paneled titty bar. No strippin goin
on yet, just a few BARFLIES drinkin. The owner, TED, yells at
him as he walks by.



TED
You're late, Budd, this shit ain't
school, ya know.

Budd doesn't say anything, he just moves towards the back,

passing by a STRIPPER serving drinks.



STRIPPER
Hey, Budd.



BUDD
Hey, Lucky.

ANOTHER STRIPPER walks out of the ladies' room and says to
him;



STRIPPER
Hey, Budd, honey, the toilet's at
it again. There's shitty water all
over the floor.



BUDD
I'll take care of it, Suzie Pie.



EXT. THE MY-OH-MY-CLUB - NIGHT

A brand new, enormous red pickup truck pulls into the parking
lot and stops.

The BRIDE
sits behind the wheel, looking at the bar and the bar's front
door. Using the rearview as a mirror, she grabs her long
blonde hair and pulls it back to a ponytail with a
rubberband. Then places a baseball cap on the top of her
noggin that reads, "STUBB'S BAR B-Q." She steps out of the
truck's cab. She's dressed like a little Texas two-stepper.
Levi's, cowboy boots, and a "HARLEY DAVIDSON: LOUD AND PROUD"
tee-shirt.



INT. THE MY-OH-MY-CLUB - NIGHT

The Bride walks into the club just as the band on stage
explodes into honky tonk guitar. She walks up to the bar and
oders a;



THE BRIDE
Shiner.

The BARTENDER gives her a beer bottle of Shiner Bock. As she
drinks the Texas brew...SHE....

...Watches the BAND....

...The crowd...

...Looking for Budd among the crowd...

...She sees him...

...He's the bouncer...

...She observes him...

...he's sitting on a stool, observing the crowd, moving his
head to the music...

SHAW BROTHERS ZOOM into her eyes; VENGEANCE THEME plays on
the soundtrack.

Her hand removes her sog from its sheath. She moves through
the crowd of Texas two-steppers, sog in hand, towards Budd
sitting oblivious on his stool....

WHEN...

Suddenly a BIG COWBOY stands up from his table -- spilling
every bottle and glass on it -- and BARFS all over.

Budd curses to himself, and heads over to the disaster area.

The Bride...observes Him...CLEAN UP THE PUKE.



EXT. TEXAS HIGHWAY - NIGHT

As the music from above continues, we see Budd driving his
pickup on an empty highway home from work.

He passes by The Bride's    new red pussy wagon parked on the
side of the road. After    he whizzes by, she starts up the
motor, but doesn't turn    the lights on. She follows him,
hanging way back in the    dark.

Budd driving, not seeing the automobile cloaked in darkness,
trailing him.



EXT. BUDD'S TRAILER HOME - NIGHT

Budd pulls his pickup truck in front of his small camper
home. He walks inside, shutting the door behind him.

The Bride rolls to a stop...Observing the lonely trailer out
of her windshield...

Texas tear-ass music begins coming out of the camper....We
see his figure pass the camper window, once or twice.

The Bride chooses her weapon -- Hattori Hanzo's samurai

sword.

She doesn't say anything, nor will an actress of Uma
Thurman's caliber indicate her feelings, but the astute
member of the audience will read the significance of her
choice. His current status be damned, the Budd who owes The
Bride satisfaction was a warrior. And it's that Budd she
intends to send to his maker.

She takes a black stocking cap, and slips it on top of her
skull, tucking her blonde hair underneath...

THEN...

...Rubs black make-up under both eyes, on top of both
eyelids, and down the bridge of her nose...

THEN...

Disconnects the cab lights above her, opens the truck door,
and slips out unseen into the Austin Texas night air.

THEN...

On her belly, Hattori Hanzo sword in sheath in hand, she
crawls across the desert floor towards Budd's trailer.

THEN...

Somewhere in the vast outdoors a cat jumps on a rat. Their
fight makes a LOUD racket.

The Bride stops and buries her face in the dirt.

From inside the trailer, we hear the needle being lifted off
the phonograph.

From a distance we see: The shadowy figure of Budd looking
out the window of the camper.

The Bride keeps her face in the dirt.

The figure of Budd at the window, seems to dismiss the sound
he heard for what it was -- a rat meeting its end at the
claws of a cat.

The curtain closes again.

The needle is placed back on the phonograph.

CU The BRIDE
face in the dirt...One Mississippi...Two Mississippi...her
eyes look up towards the trailer...All's clear...She begins
crawling towards the trailer again.

...She's now right outside the trailer home...We can hear the
sound of Budd sitting in a chair rocking back and forth.

She hears the sound of a screw top unscrewed...The sound of
pouring in a glass...The sound of a glass being laid heavy on

a table.

Crouched low on the balls of her feet, she, with great care,
slowly and silently unsheathes her Hanzo sword.

Through the bottom slit in the door, she sees the distorted
image of Budd's feet on the floor.

She slowly rises...removes her black stocking cap...blonde
hair falls around her shoulders...sword in right hand...left
hand grabs the front doorknob...

QUICK as a Texas lizard on glass -- She brings the sword's
handle down hard on the door lock --

EX CU Cheap Lock Busting.

She flings the front door open...

The BRIDE'S POV:
Brother Budd sitting calmly in a rocking chair, moving back
and forth to the Texas twang on his turntable, cradling a
DOUBLE-BARREL SHOTGUN aimed right at The Bride.

SERGIO LEONE CU:
The Bride Blinks.

Both barrels BLAST in our face.

The BRIDE
standing in the doorway is HIT SMACK DAB in the chest, and
PROPELLED THROUGH the AIR BACKWARDS.

Landing hard on her back in the dirt.

Budd casually rises from his rocking chair and lifts the
needle off the phonograph, cutting off the music.

Then with shotgun in hand, stands in the doorway of the
trailer looking down at The Bride.

BUDD'S POV:
The Bride laid out in the dirt below him -- Sword separated
from her grasp -- Bloody mess down her front -- Groan from
her throat.

Budd steps down from the trailer onto the dirt, standing over
The Bride.



BUDD
Bet your sweet ass that don't sting
like a bitch.

More groans coming out of The blood splattered Bride.



BUDD

You done got a double dose of rock
salt, right in the ole tit.
Now not havin tits as fine or as
big as yours, I can't even imagine
how bad that shit stings...

He lowers down on his haunchers, over her.



BUDD
...But I don't wont to neather.

The Bride, hurting and incapacitated from the shotgun blast,
still nevertheless defiant, SPITS a gob of bloody saliva,
right in ole Budd's face.

Budd, gob of spit running down on his cheek and nose. The
cowboy removes a red bandana from his back pocket, and wipes
away the goo. Then his eyeballs go down to the spitter.



BUDD
Now I know when it    comes to a rock
salt burn, you're    feelin pretty
much like a expert    bout now. But
truth be told, you    ain't felt all
rock salt's got to    offer till you
took a double dose    in your
backside.

With the help of his cowboy boot he rolls The Bride over onto
her stomach, exposing her butt.

SNAPPING the barrel closed, he takes aim and FIRES both
barrels -- EXECUTION STYLE -- right into her keister.

The Bride does the one thing she has yet to do with any
opponent during the movie up till now. Her head rears back
and she lets out a SCREAM!



BUDD
That gentled ya down, didn't it?
Yep...ain't nobody a badass with
two barrels of rock salt dug deep
in their backyard.

THEN...

Almost mercifully, the man once known as "Sidewinder," sticks
a syringe in her arm, dropping her unconscious.

THEN...

Knocking down a swig of Jack Daniels, he removes a small
silver cell phone from his pants pocket, raises the antenna,
and presses one button on the panel.

INT. ELLE DRIVER'S GYM - NIGHT

The six-foot tall, long-haired blonde with the codename
"California Mountain Snake," is doing a savage boxing workout
with her COACH.

This is one white bitch who can kick some serious FUCKIN ass.
With one mighty blow from her huge right arm (synched to the
sound of a CAR CRASH), her boxing Coach buys the farm.

Elle on cell phone. We cut Back and Forth.



ELLE
Bill?



BUDD
Wrong brother, you hateful bitch.



ELLE
....Budd?



BUDD
Bingo.



ELLE
And what do I owe this dubious
pleasure?



BUDD
I just caught me the cowgirl, ain't
never been caught.

This gets Elle's attention.



ELLE
Do you mean what I think you mean?



BUDD
If you think I mean I got 'er, you
thought right.

ELLE
Did you kill her?



BUDD
Not yet I ain't. But I can sure do
it easy enough. She's so gentle
right now, I could preform her coup
de grace with a rock.



ELLE
What are you waiting for, run outta
liquid courage.



BUDD
No. It's just...I ain't killed
nobody in a long Goddamn time. And
just 'tween you, me, and Jesus
Christ, kinda made me a promise I
wasn't gonna. Be that however it
is. Back when I did kill people...I
got paid for it. Just don't seem
right...turn amateur this time of
life.

We stay on Elle's side for the following exchange.



BUDD (O.S.)
Anywho, guess what I'm holdin in my
hand right now.

We cut back to Budd's side. And what he's holding is The
Bride's Hattori Hanzo sword.



BUDD
A brand spankin new Hattori Hanzo
sword. And I'm here to tell ya
Elle, that's what I call sharp.



ELLE
How much?



BUDD
Oh, that's hard to say. Seein it's
priceless and all.

ELLE
I'll give you a hundred thousand
dollars for it.



BUDD
I'm sure you would. But I'll take,
one million.



ELLE
Jeez Budd, who'd ever guess you
were such a capitalist. I thought
drunks like yourself were beyond
such monetary concerns?



BUDD
Well Elle, a million dollars buys a
whole lotta Jack.



ELLE
Why then are you selling it to a
hateful bitch like me, when you
know Bill would pay more?



BUDD
If I'm gonna drink myself to death,
...it won't be on Bill's dollar.
It's gonna be on yours.



ELLE
What's the terms?



BUDD
You buy a ticket to Texas, and I'll
see you here tomorrow mornin. You
give me a million in foldin cash,
I'll give you the greatest sword
ever made by a man. How's that
sound?



ELLE
Sounds like we got a deal. One

condition.



BUDD
What?



ELLE
You kill her tonight.
(pause)
And one more thing.



BUDD
You said one condition.



ELLE
It's a caveat to the same
condition.



BUDD
What?



ELLE
She must suffer to her last breath.



BUDD
That Elle darlin, I can pretty
damwell guarantee.



ELLE
Then I'll see you in the morning
millionaire.

CUT TO:



OVERHEAD SHOT - EXT. CEMETERY - NIGHT

We look down on a spooky Texas graveyard...
Tombstones...Graves...Dirt...Low-hanging fog. This could be
the opening shot of a Texas zombie movie. We also see TWO MEN
WITH SHOVELS (one which is Budd, the other which is ERNIE)
digging up a grave. Budd's beat-to-shit pickup is in the shot
too. Its headlight beams shining on the two men. And last but
not least, The Bride, bound and gagged, lying in the flatbed

of Budd's pickup.

The BRIDE
She begins to come to from the shot in her arm.
Some dried blood lies caked around her wounds. Rope binds her
wrists tightly together in front of her.

A big leather cowboy belt is wrapped tight around her cherry
brown cowboy boots. Her eyelids flutter open...and she sees
stars. A giant, black Texas night sky full of them.

She has no idea where she is.

She turns her head to the left and sees,

Back window and Cab of truck.

She turns her head to the right and sees,

Hatch Gate to flatbed.

She listens...she hears,

Crickets...The sound of Two Men Digging...One of the Men says
something to the other in Spanish...

THEN...

She hears one of the Shovels HIT something buried...

The Two Men speak to each other in Unsubtitled Spanish...

THEN...

We hear them Lifting something heavy, we might assume is a
coffin. The Bride however knows not what to think.

BOOM...They set it down.

She hears boots approaching the flatbed, The crunching of
leaves leading in her direction...

TILL...

With a CLANG and a SCRAPE the latches on the Gate of the
flatbed are Yanked Out, and it lowers open with a CRASH.
Revealing Budd, looking down on her.



BUDD
Wakey wakey, eggs and bakey.

The grabs her by her collar, and yanks her out of the truck.

She FALLS to the dirt HARD.

Once in the dirt, The Bride sees an Old Coffin that's been
dup up.
Next to it is a brand new pine box coffin, straight out of

"Fistful of Dollars." And a freshly dug grave, with a pile of
dirt next to it, in front of an old tombstone that reads;
"PAULA SCHULTZ."

Budd and Ernie stand over her.

The Bride just GLARES up at the two tormentors, with the only
weapon she has left, the contempt in her stare.

Budd turns to Ernie and says in SPANISH, subtitled in
English;



BUDD (SPANISH)
Look at those eyes. This bitch is
furious. You grab her feet, I'll
get her head.
(ENGLISH)
Got anything to say?

The Bride knows how these fiends derive satisfaction, and she
won't give it to them.



BUDD (SPANISH)
In America white women call this
the silent treatment.
(laughing)
And we let 'em think, we don't like
it.

The two fiends laugh, then bend down to lift The Bride and
carry her over to the pine box. She struggles with her bound
legs and arms...Both men DROP her to the ground. Budd whips
out a can of mace from his pocket.



BUDD
Hey hey hey, wiggle worm, look at
this.

He holds the can of mace spray by her eyes. She stops. Her
eyes go to the nozzle of the spray can, then to Budd.



BUDD
Looky here bitch, this is a can of
mace. Now you're goin underground
tonight, and that's all there is to
it. But, when I bury ya, I was
gonna bury you with this.

He removes a flashlight from behind his back and turns on the
beam.

BUDD
But if    you're gonna act like    a
horse's    ass, I'll spray this    whole
Goddamn    can in your eyeballs.     Then
you'll    be blind, burnin, and    buried
alive.    So what's it gonna be
sister?

Her eyes move to the right, indicating the flashlight.



BUDD
You may be stupid, but at least you
ain't bloody stupid.

The two men lift up The Bride, and carry her over to the pine
box and place her in.

Budd puts the flashlight inside.

He picks up the pine lid, and is just about to place it over
the coffin...

WHEN...

...He locks eyeballs with The Bride...

...her eyes hold his for as long as she can,

THEN...

...he places the lid over her face, closing the coffin.

THEN...

...with a hammer and nails the two men seal the coffin shut.



INT. PINE BOX

Dark, excerpt for the cracks of light seeping through between
the lid and the box. However with each nail pounded in, more
lights is cut off...

TILL...

...the only light left, is the crack by The Bride's head. The
last hammered nail obliterates that light source.

The Bride lies in TOTAL DARKNESS.



EXT. CEMETERY - NIGHT

The two men lift the pine box, and set it in the grave.

Budd scoops up a shovel full of dirt...



INT. PINE BOX

EX CU HER FINGERS turn on the flashlight.

CU The BRIDE
LIT by the flashlight beam...

BAM...

...a shovel of dirt has just landed hard on the lid, making
The Bride jump...

BAM...

...More dirt. She reacts again.

BAM...

The dirt just keeps falling, the bams becoming softer with
each new shovelful.

The Bride is starting to perspire...her breathing becoming
more rapid and panicked...her heartbeat begins to echo inside
the pine box.

We've never seen her like this before.

She's starting to lose it...She lets out a SCREAM...She
SCREAMS again...Her bound-at-the-wrist hands move to the
lid...She pounds on it...Her bound feet kick up at it...She
starts to cry...She's getting hysterical...Her fingers begin
clawing at the wood lid...

TILL...

They're ripped open and bleeding...

Leaving Blood Trails on the wood.

TILL...

She exhausts herself. All this while, she's been screaming
the words we can't even imagine coming out of her mouth;



THE BRIDE
Help me.

The Bride halts her hysteria.

She wipes    her eyes, and runs her hands down her face,
mentally    sending the little girl she became, back to wherever
she came    from. The woman we know as The Bride is back. She
talks to    herself.

THE BRIDE
Well, now that you've had a nice,
good cry, let's figure out how to
get out of here? You're breathing
like you just been fuckin. Calm
down...close your mouth, and start
breathing short breaths, through
your nose.

She does. The Bride continues in VO;



THE BRIDE (V.O.)
That's a lot better. But you're
still too agitated. Can you hear
your heart? It's like I'm buried
alive with Buddy Rich. Turn off
that flashlight.

Fear comes into her voice as she combats herself.



THE BRIDE (V.O.)
No! I can't turn off the light. Yes
you can. The darkness will have a
calming effect. Now turn off that
fucking light.

She does. The screen goes Jet Black



EXT. CEMETERY - NIGHT

Budd and Ernie are finished filling the grave. The old
coffin, with the body of Paula Schultz, in the back of the
flatbed. Before they climb into the truck and drive away,
Budd lays a dozen red roses on The Bride's grave.



INT. BUDD'S TRAILER (MOVING) - NIGHT

Budd behind the wheel. Ernie in the passenger's seat. Car
radio playing Mexican music. Budd's silver cell phone rings.



BUDD
(into phone)
Yellow?



INT. AIRPLANE (FLYING) - NIGHT

Elle Driver sits in a seat on a passenger jet enroute to the
great state of Texas. She calls Budd on the airplane phone.



ELLE
Didja do it?



BUDD
Elle darlin, she's sufferin as we
speak.

A smile spreads across Elle's face. She rests her head back
against the seat's headrest. Her eyelids close. She slightly
parts her lips...and lets out a;

"Ahhhhhhhhhhhhhhh"

This is the face of satisfaction.

FADE TO BLACK.

BLACK FRAME
TITLE APPEARS:


Chapter eight

"The cruel tutelage
of Pai Mei"


FADE UP ON



EXT. MOUNTAIN RANGE - CHINA - DAY

We see a beautiful mountain range in the middle of China.
A SUBTITLE APPEARS UNDERNEATH:


"SMACK DAB IN THE MIDDLE OF CHINA"

A VOICE OVER SPOKEN BY BILL, tells us a story over this
landscape;



BILL (V.O.)
Once upon a time in China, some
believe around the year, one-double
knot-three.

As Bill tells this story, it will be illustrated On Screen by
footage from Old Shaw Brothers Martial arts flicks of the
70's. Especially Films that feature Chinese Actor LO LIEH as
the old, white-haired, white-eyebrowed Villian "PAI MEI."

BILL (V.O.; CONT'D)
...head priest of The White Lotus
Clan, Pai Mei, was walking down the
road, contemplating whatever a man
with Pai Mei's infinite power would
contemplate -- Which is another way
of saying, who knows. When, a
Shaolin monk appeared on the road
traveling in the opposite
direction. As the monk and the
priest crossed paths...Pai Mei --
in a practically unfathomable
display of generosity, gave the
monk the slightest of nods. The
nod, was not returned. Was it the
intention of the Shaolin monk to
insult Pai Mei? Or, did he just
fail to see the generous social
gesture?
The motives of the monk, remain,
unknown. What is known, were the
consequences. The next morning Pai
Mei appeared at the Shaolin Temple,
and demanded that the temple's head
Abbot offer Pai Mei his neck, to
repay the insult. The Abbot, at
first, tried to console Pai Mei,
only to find, Pai Mei was
inconsolable. So began, the
massacre of the Shaolin Temple, and
all sixty of the monks inside, at
the fists of the White Lotus. And
so began, the legend of Pai Mei's
Ten-Point Palm - Exploding Heart
Technique.



THE BRIDE (V.O.)
What praytell, is a ten-point palm -
exploding heart technique?



BILL (V.O.)
Quite simply, the deadliest blow in
all of the martial arts. He hits
you with his fingertips, at ten
different pressure points on your
body. And then, he lets you walk
away. But once you've taken five
steps, your heart explodes inside
your body, and you fall to the
floor dead.

We see on screen Pai Mei demonstrate this technique on five
shaolin monks. Who after being hit...take five steps...then

fall to the floor dead.



EXT. JEEP (MOVING) - DAY

Bill and The Bride, years earlier, driving in a jeep through
the mountains of China, enroute to PAI MEI's.



THE BRIDE
Did he teach you that?



BILL
No. He teaches no one the ten-point
palm - exploding heart technique.
But he is Nietzsche's psalm
personified. If Pai Mei doesn't
kill you, he will make you
stronger. Now one of the things I
always liked about you, Kiddo, is
you appear wise beyond your years.
Then allow me to impart, a word to
the wise. Whatever - WHAT - EVER -
Pai Mei says, Obey. If you flash
him - even for an instant - a
defiant eye, he'll pluck it out.
And if you throw any American sass
his way, he will snap your back and
your neck like they were twigs, and
that will be the story of you.



EXT. THE WHITE LOTUS TEMPLE - DAY

The Bride sits in the jeep, by herself, parked in front of
the Priest Pai Mei's home located high up on top of White
Lotus Mountain.

For over 100 years, his home used to be the temple of the
White Lotus Clan, and he was the temple's head priest. The
temple served as a home to over 60 priests and disciples. But
now - the year 1990 - the White Lotus Clan is no more. All
the priests have died. All that remains, is a very old man,
who once upon a time, some worshipped as a god and some
feared as a devil...neither was wrong.

A huge stone staircase of one hundred steps climb up a hill
leading to Pei Mei's home. Bill climbs down to the jeep.



BILL
He'll accept you as his student.

THE BRIDE
Caught him in a good mood, aye?



BILL
More like a sadistic one.

She climbs out, and gets her bag out of the back.

Bill casts a glance at the stone steps he just decended.



BILL
Just seeing those steps again makes
me ache. You're gonna have plenty
of fun carrying buckets of water up
and down that fucker.



THE BRIDE
Why did he accept me?



BILL
Because he's a very very very old
man. And like all rotten bastards,
when they get old, they become
lonely. Not that that has any
effect on their disposition. But
they do learn the value of company.



THE BRIDE
When will I see you again?



BILL
That's the title of my favorite
soul song of the Seventies.



THE BRIDE
What?



BILL
Nothing. When he tells me you're
done.

THE BRIDE
When do you think that might be?



BILL
That my dearest, all depends on
you. Now remember, no backtalk, no
sarcasm.
Least not for the first year.
You're going to have to let him
warm up for you. He hates
Caucasians, despises Americans, and
has nothing but contempt for women,
so in your case, that may take a
little while. Adios.

ZOOM...

The jeep speeds off down the road...leaving the Bride all
alone, somewhere in the middle of China.

She begins the journey before her by ascending the 100 steps
to Pai Mei.



INT. THE WHITE LOTUS TEMPLE

The huge temple is exactly like it must have been a hundred
years ago, except now it's empty and dusty.

The Bride enters, She's winded from climbing up those fuckin
steps.



THE BRIDE
(yelling)
Hello!

Her Voice ECHOES in the cavernous temple.

PAI MEI's VOICE ECHOES back;



PAI MEI'S VOICE (O.S.)
Up the stairs, yankee woman!

A beautiful (but dusty) Mahagony staircase leads to Pai Mei's
private chamber.



THE BRIDE
(to herself)
More stairs, Jesus Christ.

The still unseen Man's voice BOOMS back;

PAI MEI'S VOICE (O.S.)
If it is Christ you seek, turn back
now.

She climbs the wooden staircase.



INT. PAI MEI'S PRIVATE CHAMBER

PAI MEI'S POV: We see through Pei Mei's pupils, through a
sheer scarlet scrim that hangs down in front of his sitting
area. The Bride enters the room.

She approaches the old man, reaches the edge of his sitting
area in front of the scrim, lowers to one knee and bows her
head.

  From here on end, whenever ENGLISH is spoken     by The Bride,
or every once in awhile by Pai Mei, it will be     spoken in
ENGLISH IN LIVE SYNCH SOUND. However, whenever     MANDARIN is
supposedly spoken, it comes out of their mouths     as DUBBED
ENGLISH like in a 70's Shaw Brothers Chop Socky     Flick.



THE BRIDE  
Teacher, I am unworthy to be your
student --

Pai Mei is still unseen.



PAI MEI'S VOICE  
Your Mandarin is lousy. I can't
understand a single word you say.
It causes my ears discomfort. You
are not to speak unless spoken to.
Do you understand Mandarin any
better than you speak it?



THE BRIDE  
I speak Japanese very well --



PAI    MEI'S VOICE  
I didn't ask    if you speak Japanese,
or Mongolian,    for that matter. I
asked if you    understand Mandarin?



THE BRIDE  

A little, I am still learning.



PAI MEI'S VOICE  
You are here to learn the mysteries
of Kung Fu, not linguistics. If you
can't understand me, I will
communicate with you like I would a
dog. When I yell, when I point,
When I beat you with my stick!

Her head remains bowed, eyes to the floor.

WE CUT TO PAI MEI
He's just like he was in the films earlier. Long White Hair,
Long White Beard, Long White Eyebrowes, same long flowing
White Robe. Everything's the same, except he's older, by
about a hundred years. He sits stone still in his sitting
area on the other side of the sheer scarlet scrim.



PAI MEI  
Bill is your master, is he not?



THE BRIDE  
Yes, he is.



PAI MEI  
Your master tells me you're not
entirely unschooled. What training
do you possess?



THE BRIDE  
I am proficient in a combination of
Tiger and Crane style. And I am
more than proficient in the
exquisite art of the Samurai Sword.



PAI MEI  
(he makes a SNORTING
SOUND)
The exquisite art of the samurai
sword. Don't make me laugh. Your so
called exquisite art, is only fit
for Japanese fat heads. You really
are a silly ass.

This brings up The Bride's eye...She GLARES at the old man.

PAI MEI  
Impudent dog! You dare glare at me!

She lowers her eyes.



THE BRIDE  
I'm sorry master --



PAI MEI  
-- Silence! I do not wish to hear
your unintelligible excuses.

Pause...

THEN...

Pai Mei softly LAUGHS to himself, and strokes his long white
beard...



PAI MEI  
Your anger amuses me. Do you
believe you are my match?



THE BRIDE  
No.



PAI MEI  
Are you aware I kill at will?



THE BRIDE  
Yes.



PAI MEI  
Is it your wish to die?



THE BRIDE  
No.



PAI MEI  
Then you must be stupid. Rise
stupid, and let me get a better

look at your ridiculous face.

She rises.

CU The BRIDE
through the scrim, eyes down.

Pai Mei laughs to himself again;



PAI MEI  
You breathe hard. The one hundred
steps robbed you of your wind. So
your stupidity is matched only by
your weakness. Is there anything
you do well? -- Oh yes, you speak
Japanese. I despise the Goddamn
Japs. I would of thought an
American would be immune to their
pompous posturing. Apparently I was
wrong. Go to that drawer.

The blonde woman goes to a large wooden drawer. She opens the
drawer; it's filled with just about every type of edged
weapon.



PAI MEI  
Remove the sword.

The Bride removes a large heavy steel Chinese Sword.

Pai Mei rises from his sitting position, for the first time,
parts the scrim, and approaches the Bride.



PAI    MEI  
Let's see how    good you really are.
Try and land    a blow. If you land a
single blow,    I'll bow down and call
you master.

The Bride doesn't need a second invitation, she ATTACKS with
the sword.

He deftly moves out of the way.

The fighting style is now like an old Shaw Brothers film,
with Pai Mei dodging at will all of her rapid sword slashes.

Quick and skillful as her moves are, they're also full of
Effort and Frustration. While Pai Mei effortlessly moves out
of the sword's path.

He's amused, and Speaks while they fight;

PAI MEI  
Come now woman, can't you even hit
an old man?

She tries more...



PAI MEI  
Your ability really is quite poor.

He STRIKES her with a blow to her chest, delivered with an
open palm, that sends her flying back hard against the wall.
She clutches her chest, and coughs up some blood.

Pai Mei laughs as he strokes his long white beard.



PAI MEI  
Ha ha ha ha ha! I've fought
cripples who posed more of a
challenge. Now fight, goddamn you!

She ATTACKS with a wild cat's fury.

He HOPS and DUCKS and DODGES her sword easily.

He LEAPS HIGH UP IN THE AIR, and LANDS STANDING on the Blade
of her Sword.

The Bride looks down the blade of her sword and can't believe
it.

Pai Mei smiles at her and says;



PAI MEI  
From here you can get an excellent
view of my foot.

He does a BACKFLIP off the sword, kicking the Bride in the
face in mid-somersault sending her CRASHING THROUGH A WOOD
WALL.

The Bride emerges from the hole in the wall.

Pai Mei stands waiting for her, TWIRLING THE SWORD in his
hand like a cheerleader twirling a baton, till the twirling
STOPS. The sword's handle is pointed towards the Bride.



PAI MEI  
Give up? Or care to try again?

The BRIDE'S FACE
shows determination. Not to win, not even to land a blow,

that she knows is impossible. This man's ability is truly
amazing. However be that as it may, she's determined not to
quit, and through not quitting, she's determined to
distinguish herself in his eyes...in some way.

She takes the sword from him and tries again.

But this time, Pai Mei keeps grabbing her arm that holds the
sword, manipulating it into positions that would do the young
girl harm...Like bringing the blade up against her other
arm...Poised to cut it Off.



PAI MEI  
That blade's sharp. Careful not to
cut off your own arm.

...Then he TWISTS her arm, till the blade's against her own
throat....

...Then TWISTS again till it's against her hip...

...Then TWISTS again while KICKING her leg, till the blade's
edge is against her thigh...



PAI MEI  
If you can't fight any better than
that, what use do you have for a
leg?

He lets go of her arms, she swings furiously at him...

...he calmly SPINS out of the way. Then, he KICKS her in the
stomach, doubling her over, then he brings the Sword between
her legs, Blade Edge against her Crotch.



PAI MEI  
Now that really would be a shame.

He takes the sword from her grasp...

SWINGS once...

The BLADES's against her jugular.

He SWINGS twice...

The BLADE's against the pocket of her throat.

He SWINGS a third time...

The BLADE's against the nipple of her right breast.

PAI MEI  
Your swordsmanship is amateur at
best.

He tosses the sword in the air, catching it by the tip of the
blade. Then like a mallet, brings the handle end down hard on
the top of The Bride's head. She lets out a howl, and falls
to the floor, holding the lump on her noggin.



PAI MEI  
I'm a hundred and fifty years old,
and you can't even make me break a
sweat.

He CHOPS the sword in half with his hand.



PAI MEI  
Let's see your Tiger and Crane
style match my Eagles's Claw.

Again she ATTACKS...again he eludes.

Like a Gordon Liu and Lo Lieh film, they do their animal
style martial arts dance.

As she STRIKES and he BLOCKS...he yells out;



PAI MEI  
...pathetic.....terrible...you
idiot, you should've landed that
blow...you call that crane?...
Enough, I grow bored.

With little effort on his part, he reaches out and GRABS her
wrist, TWISTS...She's on the floor, with her arm stuck out in
the air behind her, her wrist still between his fingers. He
could literally break her arm in half.



PAI MEI  
I asked you to show me what you
know, and you did. Not a goddamn
thing.

He TWISTS her wrist...

...The pain is excruciating.....



PAI MEI  
Like all yankee women, the only
thing you know how to do is order

in restaurants and spend a man's
money.

He TWISTS more...

She CRIES OUT.



PAI MEI  
Excruciating isn't it? I asked you
a question!

Through gritted teeth, she answers;



THE BRIDE  
Yes!



PAI MEI  
I could chop off your arm at will.
I think I shall.

He raises his other hand to chop off her arm.

The Bride SCREAMS in ENGLISH;



THE BRIDE
No please don't!



PAI MEI  
If you wish to speak romantic
languages, you've come to the wrong
place.



THE BRIDE  
Please don't cut my arm off!



PAI MEI  
It's my arm now. I can do with it
what I please. If you can stop me,
I suggest you try.



THE BRIDE  
I can't!

PAI MEI  
Because you're helpless?



THE BRIDE  
Yes!



PAI MEI  
Have you ever felt this before?



THE BRIDE  
No!



PAI MEI  
Compared to me you're as helpless
as a worm fighting an eagle, aren't
you?



THE BRIDE  
Yes!!!



PAI MEI  
THAT'S THE BEGGING!

He lets go of her wrist. She cradles her still-throbbing arm.



PAI MEI  
Is it your wish to learn how to
make others as helpless as you
were?



THE BRIDE  
Yes.



PAI MEI  
Can you cook?



THE BRIDE  
Yes.

PAI MEI  
I'll be the judge of    that.
(pause)
Draw me a bath...your    training will
begin tomorrow. That    arm is still
mine. You may lose it    yet.

TIME CUT



EXT. WHITE LOTUS TEMPLE - DAY

Pai Mei stands in front of a wood wall three inches in front
of him. His right fist is cocked back by his breastplate,
he's concentrating on a certain spot on the wall.

The Bride stands behind him, watching.

He lets out a SCREAM, and puts his fist THROUGH THE WALL.

He turns to the new student;



PAI MEI  
Since your arm now belongs to me, I
want it strong. Can you do that?



THE BRIDE  
I can, but not that close.



PAI MEI  
Then you can't do it.



THE BRIDE  
I can put my hand through that at
six inches.



PAI MEI  
And you could shoot a man from a
rooftop with a scope-sight rifle,
if you so desired, but this is not
what I asked. What if your enemy is
three inches in front of you, what
do you do then? Curl into a ball?
Or do you put your fist through
him.

He HITS the wall again leaving another hole.

PAI MEI  
Now begin.

The Bride takes her place in front of the wall. She HITS it.
Only managing to stain the wall with the blood from her
scraped knuckles. Then again. And again....



INT. DINNER TABLE - NIGHT

Both Pai Mei    and The Bride sit at the dinner table. Pai Mei
concentrates    on eating. The Bride's hand is scraped bloody.
She tries to    eat a bowl of rice with chopsticks, but her
fingers won't    work. She puts down the sticks and takes a
scoop of rice    with her fingers.

Pai Mei WHACKS her on top of her head with his stick.



PAI MEI  
If you want to eat like a dog, I
will make you live and sleep like a
dog. Outside. If you want to live
and sleep like a human being, pick
up those sticks.

She does.



THE WOOD WALL

The Bride HITTING it.

She looks at her fucked-up hand, then to the wall,
hesitating....Then Pai Mei's behind her.



PAI MEI  
It's the wood that       should fear your
hand, not the other       way around. No
wonder you can't do       it, you
acquiesce to defeat       before you even
begin.

He walks off in a huff.



EXT. PIT - DAY

Pai Mei and The Bride stand at the edge of a large, round
deep pit, dug in the earth (by the Bride).

PAI MEI  
In that pit, is a rat.

We see one lone rat in the huge pit.



PAI MEI  
In the sky, is a bird.

Pai Mei brings a golden bow and arrow into Frame, and SHOOTS
up in the sky.

A BIRD FALLS to the earth with a golden arrow stuck through
it.



PAI MEI  
You are to go into that pit, and
catch that rat, with your bare
hands. If you catch the rat, I will
deem you the victor, and tonight
you will dine on bird. But, if you
can't catch the rat by sundown,
I'll deem the victor the rat. And
because of the disgrace to my
student, I will be forced to kill
it. And then I will force you, to
consume his body. Because to be my
student, you must develop a taste
for victory.

She hops into the pit, gets down on the ground, lock eyes
with her rodent opponent, and goes after it.

The BRIDE
Practicing her Tiger Crane combo Kung Fu.

MORE wall....

At NIGHT punching the wall in front of her in her sleep.

Trying to catch the rat to no avail.

WHEN...

A golden arrow kills the rat.

She looks up and sees Pai Mei, golden bow in his hand,
looking down on her. It's sundown.

She stands, dusting herself off (she's dirty from the chase)
and looks at her teacher.

She picks her dead foe up from the earth, and removes the
golden arrow. Then with the rat in her hand, she looks up to
her teacher.

THE BRIDE  
I acknowledge defeat at the paws of
this rat. However, I will not eat
this filthy vermin. What I will
do...
(she RIPS the rat open
like a pomegranate)
...is consume his victorious heart.
(she snatches the tiny
heart from the rodent's
carcass. Holding it
between her fingers.)
But tomorrow, you kill a big bird.

She POPS the tiny rat heart in her mouth, and begins to chew.

Pai Mei looking down on her, says;



PAI MEI  
How does victory taste?



THE BRIDE  
Bitter.

We do a Shaw Brothers ZOOM into a CU on Pai Mei, he gives an
affirmative NOD and GRUNT.

The BRIDE'S FIST
goes through the wall.



THE BRIDE
(to herself)
Wow!



INT. PAI MEI'S PRIVATE BATHROOM - DAY

Pai Mei splashing by himself in his huge bathtub, when he
hears a noise.



PAI MEI  
Woman, is that you who disturbs my
meditation?

She answers from outside the door;

THE BRIDE'S VOICE (O.S.)
Yes, teacher.



PAI MEI  
Enter.

She does, bowing to one knee.



PAI MEI  
What news do you find so worthy, as
to disrupt my bath?



THE BRIDE  
I did it teacher. I put my fist
through the wall.

TIME CUT

PAI MEI and the BRIDE
looking at the hole in the wall.



PAI MEI  
Very good. Would you care to
demonstrate?

She moves in front of the wall.....Takes her position...Her
right hand in a fist -- Locked and loaded into position....
With Her left hand she reaches out and touches the wall where
she'll strike....Like she's transferring her energy into the
wood...She removes her left hand...and...STRIKES!

She hits it HARD, but her fist doesn't go through.

Her eyes sneak a look at the old man, who wears no
expression.



THE BRIDE  
I think you watching is making me
nervous.



PAI MEI  
Not only that, it has you speaking
before you were spoken to. Try
again.

She does.

And when she does, she DOES it.

CU PAI MEI
he says in ENGLISH;



PAI MEI
Impressive.

She immediately goes down to her knees;



THE BRIDE  
Thank you teacher --

He just as immediately, lifts her back up.



PAI MEI  
You still fight better than you
speak. Finally, a woman who
understands what's important.

THEN...

He MOVES the wall one inch in front of her.



PAI MEI  
Begin again.

Then the old man leaves to finish his bath.

The blonde gal begins again....Fist against wood...no
effect....starting all over.

CUT TO:



BACK TO COFFIN, SIX FEET UNDER

PITCH BLACK -- The Flashlight Beam turns on. CU The BRIDE in
Profile. Her breathing is normal. We can hear the soft beat
of her heart inside the pine box. Her composure is back.

Taking the flashlight, she Shines the beam on the lid above
her....Along the line of the coffin's rim and the lid where
many nails meet....Then down to her Red Cowboy Boots, bound
by a leather belt around her.

Raising her knees, as much as the coffin will allow, and
wiggling her feet, she slips her bare feet our of the boots
and the belt's binding...Then, using her bare feet, then her
bound-at-the-wrist hands, to pass one of the boots up to
her...When the red boot is in her grasp, she turns it upside
down....The STRAIGHT RAZOR falls out.

Opening the razor, she slices through the ropes that tie her
wrists, till both hands are free.

She positions the flashlight so its Beam Shines on the coffin
lid. The lid's about an inch and a half from the tip of her
nose, about three inches from her hand.

THEN...

AS COMBAT DRUMS BEGIN TO BEAT ON THE SOUNDTRACK, she begins
to concentrate. Her eyes focus on the wood above her, her
left hand reaches out, touches the pine, passing her energy
to it...

...Her long, white fingers, ball up into a FIST....

...and that FIST begins STRIKING the coffin lid above her.

With each Strike she lets out a KARATE SCREAM...

AGAIN...

And AGAIN...

Her FIST SMASHES into the wood, leaving BLOOD on the lid...

AGAIN...

And AGAIN...

A crack in the lid...

AGAIN...

Dirt begins to sift through the cracks onto the Bride...

AGAIN...

More dirt...

AGAIN...

Even more dirt...

AGAIN...

THE LID SMASHES and dirt pours into the coffin like water...

THEN...

Through six feet of dirt, we watch, the Bride - DIG - CLIMB -
SWIM - SPROUT - BURROW - trough the earth like a sprouting
plant and a burrowing mole combined, clawing for surface air.



EXT. PAULA SCHULTZ'S GRAVE - NIGHT

A SHOT straight out of an Italian horror film. We see the

tombstone of "PAULA SCHULTZ," and the mound of dirt over her
grave.

WHEN...

The Bride's hand breaks the surface...then like one of
Fulci's Zombies, Claws, Digs, and Pulls herself from mother
earth's womb.

Once extracted from her (almost) final resting place, she
rolls over on her back, exhausted. She drinks in the night's
air as if it were gulps of water.

DIRT is in, on, and under every crack, crevice, and wrinkle
on her body.

SHE looks like a beautiful sculpture, made out of dirt.



INT. DINER - NIGHT

A Texas diner across the street from the graveyard. A YOUNG
SODA JERK stands behind the counter, waiting for a customer,
when he sees something approaching through the restaurant's
big picture window that makes him look twice.

SODA JERK'S POV:
Through the picture window, we see the Bride, emerge from the
Texas night, and walk towards the diner looking for all the
world like a six-foot tall female version of the Peanuts
character "PIG PEN." With each of her footfalls, a smaller
mushroom cloud of dust comes off her.

The dirty blonde, walks into the diner, sits on a stool at
the counter directly across from the Soda Jerk, and says;



THE BRIDE
I'd like a glass of water.

FADE TO BLACK.



BLACK FRAME
TITLE CARD:


Chapter nine

"ELLE and I"


CUT TO:

CU ELLE DRIVER
Behind the wheel of a hot black and gold Trans Am, driving
full out on top of the desert's surface. Spanish Rock coming

out of her powerful speakers.



EXT. DESERT BUDD'S CAMPER - DAY

The car stops in front of Budd's camper. She shuts off the
car and the radio.

The camper door opens, Budd squints outside through the
bright gold, hot desert morning, at the Tall Blonde Girl with
one Good Eye.



BUDD
Want some breakfast?



INT. BUDD'S CAMPER'S KITCHEN - DAY

Budd and Elle in the tiny kitchen of Budd's tiny camper. Elle
sits a the kitchen table, a black suitcase by her feet. Budd
stands at a blender making them both breakfast margaritas, as
he finishes telling the tale of last night.



ELLE
...So that's called a Texas
funeral?



BUDD
Yep.



ELLE
I got to give it to ya Budd, that's
a pretty fucked up way to die.
What's the name on the grave she's
buried under?



BUDD
Paula Schultz.

Budd turns on the NOISY blender, as Elle writes down the    name
Paula Schultz on a small notepad, placing it back inside    her
pocket. As the blender MASHES ICE, Elle looks around and    sees
the Bride's Hanzo sword in its sheath, leaning up against    the
T.V. In the front room. Budd shuts the blender off.



ELLE

Can I look at the sword?



BUDD
That's my money in that black case,
isn't it?



ELLE
Sure is.



BUDD
Well then, it's your sword now.

The tall blonde girl steps into the living room, takes the
Hanzo sword, and sits back down on the kitchen chair.

She slowly removes the Japanese steel from its wood sheath.



ELLE
So this, is a Hattori Hanzo sword.

Budd answers as he fills up two former peanut butter jars
with breakfast margaritas.



BUDD
That's a Hanzo sword alright.



ELLE
Bill tells me you once had one of
your own.

Pause.



BUDD
Once.



ELLE
How does this one compare to that
one?



BUDD
If you're gonna compare a Hanzo
sword, you compare it to every

sword ever made -- wasn't made by
Hattori Hanzo. Here, wrap your lips
around this.

He hands her her margarita, she takes a sip. He takes a gulp.



BUDD
So, which "R" you filled with?



ELLE
What?



BUDD
They say the number one killer of
old people is retirement. People
got'em a job to do, they tend to
live a little longer so they can do
it. I've always figured warriors
and their enemies share the same
relationship. So now you ain't
gonna hafta face your enemy on the
battlefield no more, which "R" are
you filled with, Relief or Regret?



ELLE
A little bit of both.



BUDD
Bullshit. I'm sure you do feel a
little bit of both. But I know damn
well you feel one more than you
feel the other. The question was
which one?

Elle looks right at him with her eye, and says;



ELLE
Regret.



BUDD
Yeah you gotta hand it to the ol'
girl. I never saw nobody buffalo
Bill the way she buffaloed Bill.
Bill useta think she was so damn
smart. I tried to tell him... Bill,
she's just smart for a blonde.

He looks over at Elle and grins.

Elle looks at him.



ELLE
Want your money?

She gestures to the black suitcase by her feet.

He smiles and lifts it up on the table, unzipping it open.

Lying inside is a cool million, the thousand dollar bills are
inside stacks of a hundred thousand each. At the sight of all
this lettuce, Budd lets out a whistle.



BUDD
Great day in the morning.

He lifts a stack out of the bag, then another, then
another...and when he lifts the third stack out, he looks
down and sees a BLACK MAMBA SNAKE coiled underneath.

The Black Mamba opens its WIDE JAWS...and LEAPS RIGHT AT
BUDD...

...STRIKING Budd in the face repeatedly in blurred succession
(three times in the face, and once in the forearm).

Budd topples out of the kitchen chair onto the floor, bundles
of money fall with him.

Elle takes a sip of her Margarita.

The Black Mamba leaves Budd and goes under the refridgerator.

Elle looks down, Budd    lies on his back on the kitchen floor
at her feet. His face    is already grotesquely swollen and
white as a sheet. The    serpent's extraordinarily potent venom
makes a full-frontal    assault on the cowboys's nervous system.



ELLE
Oh, I'm sorry Budd, that was rude
of me wasn't it? Budd -- I'd like
to introduce my friend, The Black
Mamba.
(gesturing towards the
refridgerator)
Black Mamba -- this is Budd. You
know before I picked up that little
fella, I looked him up on the
internet.
(she removes her notepad
from her pocket)

Fascinating creature the Black
Mamba. Listen to this,
(reading from the notepad)
"...In Africa, the saying goes, in
the bush, an elephant can kill you.
A leopard can kill you. And a Black
Mamba can kill you. But only with
the Mamba, and this has been true
in Africa since the dawn of time,
is death sure. Hence its handle;
Death Incarnate."
(looking up from the
paper)
Pretty cool, huh?
(back to paper)
"...Its neurotoxic venom is one of
nature's most effective poisons,
acting on the nervous system
causing paralysis. The venom of a
Black Mamba can kill a human in
four hours, if say bitten on the
ankle or the thumb. However, a bite
to the face or torso can bring
death from paralysis within twenty
minutes.
(up from paper to Budd)
Now you should listen to this cause
this concerns you.
(reading from the paper)
The amount of venom that can be
delivered from a single bit can be
gargantuan.
(looks up from paper)
-- You know I've always liked that
word Gargantuan, and I so rarely
have an opportunity to use it in a
sentence.
(back to paper)
"If not treated quickly with anti
venom, 10 to 15 milligrams can be
fatal to human beings. However, the
Black Mamba can deliver as much as
100 to 400 milligrams of venom from
a single bite."

Elle finishes reading and puts the paper away. She looks down
at Budd at her feet, going through all the symptoms she just
described.



ELLE
Now in these last agonizing minutes
of life you have left, let me
answer the question you asked
earlier, more thoroughly. When it
comes to that bitch, I gotta lotta
"R's" in me. Revenge is one.
Retribution is another. Rivalry is
definitely one. But I got another

"R" for that bitch you might be
surprised to find out. Respect. But
right at this moment, the biggest
"R" I feel, is Regret. Regret that
maybe the greatest warrior I have
ever met, met her end at the hands
of a bushwhackin, scrub, alacky
piece of shit like you. The woman
deserved better.

Budd, dying, watches from the floor as Elle takes out her
cell phone and presses one button. The other party comes on
the line, but we never hear their side.



ELLE
(into phone)
Bill...Elle. I have some tragic
news.
(pause)
Your brother's dead.
(pause)
I'm sorry baby.

Budd tries to make a sound from the floor, Elle calmly places
her foot over his mouth.



ELLE (CONT'D)
She put a Black Mamba in his
camper.
(pause)
I got her, sweety.
(pause)
She's dead.
(pause)
Let me put it this way. If you ever
start feeling sentimental, go to
Austin, Texas. When you get here,
walk into a florist and buy a bunch
of flowers. Then you take those
flowers to Huntington cemetery on
Fuller and Guadalupe, look for the
headstone marked "Paula Schultz",
then lay them on the grave. Because
you will be standing at the final
resting place of BEATRIX KIDDO.

WE FLASH ON
The BRIDE'S DRIVER'S LICENSE (the real one), with both her
picture and the name, BEATRIX KIDDO. Yes, that's her real
name.

FLASH ON
CLASSROOM of 1st Graders on the first day of class.

A 1st GRADE TEACHER reads roll call;

1ST GRADE TEACHER
Melanie Harrhouse.

WE WHIP PAN ACROSS A bunch of kids to an EX CU of 1st grader
MELANIE HARRHOUSE.



MELANIE
Here.



1ST GRADE TEACHER
Beatrix Kiddo.

WHIP PAN TO AN EX CU OF The grown-up BRIDE,



THE BRIDE
Here.

BACK TO ELLE ON PHONE



ELLE
I'm so sorry baby. --Look, I can
get there in about four hours,
should I come over?
(pause)
No no no no no, you need me baby.
I'm there.
(pause)
Okay, I'm leaving now, go smoke
some pot or something. I'll be
there soon.

She hangs up the cell phone, and looks down at the dead man
under her shoe.

Picking up the Hanzo sword, she climbs down on the floor on
her hands and knees to pick up the fallen money.

CU The BLACK MAMBA
out from under the refrigerator, behind Elle...

Elle senses it. And slowly turns her head to look back..

Both Black Mamba and Elle Driver LOCK EYES...

ZOOM INTO BOTH CU's tighter and tighter, till Elle says;



ELLE
Bring it on, bitch.

The viper known as death incarnate, LEAPS at Elle.

Elle flicks her wrist slightly. She doesn't even swing the
blade. She just holds it.

The snake's head touches it, and is immediately SEPARATED
from its body.

ELLE'S EYES look down at the Japanese steel in her hand.

HANZO BLADE
a smidgen of crimson blood is on the silver steel.



ELLE
Now that's what I call sharp.



EXT. BUDD'S CAMPER - DAY

Elle exits the camper with both the sword and the black
suitcase in her hand.

She climbs into her gold and black Trans Am, starts up the
engine, turns on the radio....

WHEN...

...she thinks she hears something...she looks out her
driver's side car door window...

ELLE'S POV:
The dirty BLONDE BRIDE behind the wheel of her new, enormous
red pickup truck, HEADING RIGHT FOR HER...

CU The BRIDE
behind the wheel, HEADING RIGHT FOR HER...VEGEANCE THEME
PLAYS ON SOUNDTRACK.

CU ELLE
her jaw drops open. She's gobsmacked. Not only does she see
the dead walk, she sees the dead behind two tons of metal
coming at her at 100 MPH...

CRASH

The Red Pickup T-BONES the Trans Am, the gold and black car
FLIES through the air, then ROLLS OVER AND OVER about five
times in the desert sand and dirt...ending upside down.

The dirty blonde looks out her windshield at the wreckage of
the black and gold sports car. A smile with the slightest
hint of satisfaction, spreads across her face.

She hops out of the truck and into Budd's camper.

INT. BUDD'S CAMPER - DAY

As she walks through the door, Budd's dead, swollen body
greets her. As does her serpent namesake, dead on the floor
from decapitation.

She begins searching the camper, quickly, for something in
particular. We don't have the slightest clue what it could
be.

FLASH ON
EX CU The BRIDE'S EYE - Watching.

The BRIDE'S POV:
Budd's camper, seen from up high looking down.

The BRIDE
searching the camper.

FLASH ON
EX CU Her EYE.

The BRIDE'S POV:
Budd's camper, Budd exits by himself.

The BRIDE
searching the camper.

FLASH ON
EX CU The BRIDE'S EYE.

The BRIDE'S POV:
She watches from a high perch, Budd practicing with a ...
SAMURAI SWORD.

The BRIDE
searching under his bed, she sees a sword on the floor,
resting in a shiny, black wood mahagony sheath. She removes
it from its hiding place.

WOOD SHEATH
Its one of Hanzo's sheaths. She opens it. It is a Hanzo
sword. Near the handle, etched in the steel, are the English
words; "To My Brother Budd, The Only Man I Ever Loved, from
Bill."

She closes the sheath, this will do. She sees a pair    of
cowboy boots. Picks one up and places the sole of the    boot
against the sole of her foot. Her feet and this man's    boot
are around the same size. She slips her dirty feet in    them.

She's good to go.



EXT. DESERT

Elle crawls from the wreckage of the Trans Am, holding the
Hanzo sword, looking like she's just been in a car wreck.

A cut on her head makes blood run down the side of her face.
Luckily for her, not the side with the good eye.

The camper door swings open. The Bride emerges from Budd's
home, looking like a Barbie doll that's been dug up after ten
years buried in the backyard, carrying a Hanzo sword. Every
footfall creating a cloud of dust.

The two women, each carrying a samurai sword, face each other
in showdown position.

A shark smile spreads across Elle's face.



ELLE
Bravo, Bea. I actually thought that
alacky had got the best of you.



THE BRIDE
You thought wrong.

The Bride unsheaths her sword with great flourish.

Elle does the same.



ELLE
(referring to the sword)
What's that?



THE BRIDE
Budd's Hanzo sword.



ELLE
He said he pawned it.



THE BRIDE
Guess that makes him a liar, don't
it?

Without raising their swords into position, the two blonde
warriors circle each other.



THE BRIDE
(question)
Elle?

ELLE
(answer)
Bea.



THE BRIDE
I was wondering, just 'tween us
girls, what did you say to Pai Mei
for him to snatch out your eye?

FLASHBACK - SPAGHETTI WESTERN STYLE
of Pai Mei SNATCHING out Elle's eye with his Eagle's Claw.



ELLE
I called him a bastard.



THE BRIDE
Oooh, not so good.



ELLE
Were I to do it over again, I'd
bite my tongue.



THE BRIDE
One more question?



ELLE
Shoot.



THE BRIDE
Where's Bill?



ELLE
Villa Quatro.



THE BRIDE
Gulf of Mexico?

Elle nods her head 'yes.'

THE BRIDE
You wouldn't lie to me now?



ELLE
Why lie?

Elle raises up The Bride's Hanzo sword into position.

The Bride raises up her sword.



THE BRIDE
I saw what you did to that little
Mamba in there. Want to try that on
somebody your own size?




ELLE
I intend to.

The Bride completely drops her sword stance and her samurai
bearing.



THE BRIDE
Oh    Elle,   I    should warn   you    before
we get started. Hattori Hanzo
swords are extremely sharp. They
can    take   a    little   getting    used   to.
Careful not to cut your own arm
off.



ELLE
I don't rattle, bitch!

The Bride brings her sword back into combat position.



THE BRIDE
You're gonna bleed though, you're
gonna bleed a lot.

THEN...

SPAGHETTI WESTERN MUSIC EXPLODES ON THE SOUNDTRACK.

The two blonde warriors....swords in position...no longer
circle each other....but instead move forward...closer and
closer to each other....one baby step at a time...

CU OF GIRLS.

EX CU'S OF:

Their separate GRIPS on the SWORD'S HANDLE.

Their FEET moving closer.

The Bride's eye.

Elle's eye.

The Tips of each other's Blade.

Their Blonde Hair.

As the Operatic Spaghetti Western Music Builds to a
crescendo...we CUT BACK AND FORTH between CU's of the two
women that get TIGHTER AND TIGHTER as we ZOOM in CLOSER and
CLOSER....UNTIL...We reach the THEME'S CLIMAX....

Both women let loose with a    Samurai Grunt and Swing.

EX CU: TWO SILVER BLADES CLASH.

EX CU: BLONDE HAIR WHIPPING.

EX CU: TWO SILVER BLADES CLASH AGAIN.

TWO SHOT: The TWO WOMEN WARRIORS stand their ground, STRIKING
and DEFENDING...When they stop, no one's been touched.

The TWO WOMEN - Swords in attack position - stare across to
the other one, as they prepare for their next attack...

Now they begin to circle again.

CU THEIR FEET making a circular walk.

They ATTACK...

EX CU BLADES MEET -- However this time we don't know who's on
the left or the right. One Blade maneuvers around the other.

EX EX CU: of TIP OF BLADE SLICING OPEN SKIN, about a quarter
of an inch. It looks like a scalpel cut. No blood. Just skin
separating. We don't know who's cut.

The TWO WOMEN stand and face each other. Neither knows if
it's them who has been struck. Neither woman bleeds.

We feel a count of...One Mississippi...

EX CU: ONE SILVER BLADE, clean as a whistle.

EX CU: ONE SILVER BLADE with a smudge of CRIMSON BLOOD on its
TIP.

We feel a count of Two Mississippi...

ELLE,

BLOOD begins to PROJECTILE SPRAY out of a slice in Elle's
neck only a quarter of an inch long. The Blood does not exit
the neck as liquid but as a FINE RED MIST, like that of an
aerosol can, we even HEAR the slight SPRAY WHISTLE. Elle
feels nothing. She turns her eyes towards the sound of the
spray, and sees the blood escaping her like air from a
balloon. She lifts her hand and places it in the path of the
spray, it's immediately BATHED IN RED.

Elle drops the Bride's sword.

As her blood continues to escape, both women look across each
other.

The effect is that Elle Driver is a balloon and her life is
escaping before both their very eyes. And now looking across
at each other, the two women see the other for the first
time, not as adversaries, or opponents, or as rivals, or as
bitches...but as sisters.

Elle no longer has enough life in her to stand up...She falls
to her knees in front of The Bride....

...then as she dies, she leans the side of her head against
The Bride's standing body. Her blood runs down The Bride's
leg. As she passes on, Elle gently wraps her arms around the
Bride's leg.

The Bride's hands go down to Elle's long blonde hair, and
begins gently stroking it, easing her pain as she expires.

Only in death do they find the sisterhood that could have
been theirs.

WIDE SHOT
The Bride standing, Elle on her knees, the desert surrounds
them.

The BRIDE
putting a shovel down.

WIDE SHOT
The Bride has finished burying Elle. She sticks a jerry
rigged wood cross in the ground as a marker. Then using her
sog;

WOODEN CROSS
carves the name "L. DRIVER" on the cross.

Then drives away in the big red pickup.

SPAGHETTI WESTERN MUSIC ENDS

FADE TO BLACK.
BLACK FRAME
TITLE APPEARS:


Final chapter

"The blood-splattered
BRIDE"



INT. BILL'S HACIENDA - DAY

Bill on the patio of his beautiful hacienda home (named Villa
Quatro) located on the beach in Mexico. At the moment Bill
partaking of his current hobby......Flower Arranging.

With his hands among various flowers of BRIGHT COLORS, he
sorts and prunes a very pretty arrangement.

EX CU the BRIDE'S EYE
....watching....

Bill's Mexican housekeeper, JOSEPHINA, appears on the patio.



JOSEPHINA
Mr. Bill, you wanted me to tell you
to leave now.



BILL
(finishing up)
Yes, I got to go and meet the
Duchess.
(referring to the flowers)
Do you like it?



JOSEPHINA
Oh yes Mr. Bill, it's very pretty.



BILL
Why don't you put it on the dinner
table, so we can enjoy it tonight.



JOSEPHINA
(she takes it)
Good idea, she'll love it.

As he heads out the patio, he tells her;



BILL
Oh and Josephina, take the
remaining flowers and spread them
around the house, if you would.

JOSEPHINA
Yes, Mr. Bill.

He exits the patio, then turns around and pops his head back
in.



BILL
You know I just had a great idea.
Take the roses, and spread the
petals on the bed I just got for
her. That'd be a nice thing to come
home to, wouldn't it, a bed of
roses.



JOSEPHINA
Oh, she'll love that Mr. Bill.



BILL
You wouldn't mind doing that for
me, would you Josephina?



JOSEPHINA
No, not at all.

FLASH ON
EX CU The BRIDE'S EYE
....watching....

We follow behind Bill as he moves through his house...He
slips on his jacket...Grabs his keys...TWO energetic GERMAN
SHEPHERDS follow him out the front door onto his driveway.

On his way to his silver Porsche, he roughhouse plays with
the dogs, speaking to them in Spanish. When he gets to the
sports-car, the dogs won't leave him alone, and one jumps on
the Porsche. He yells at it in Spanish;



BILL (SPANISH)
Get the fuck off the car, Lucy,
Lucy, down!

FLASH ON
EX CU The BRIDE'S EYE
...watching...

The gates in front of Bill's Hacienda home open, and his
silver Porsche hits the streets running.

FLASH ON
EX CU The Bride
...watching...
A SUSPENSE THEME PLAYS OVER THE SHOTS of The Bride's Eye
every time we cut to it. Over the SHOTS OF BILL DRIVING we
hear a SPANISH TRAGIC LOVE BALLAD, coming from the car radio.

BILL
driving his convertible as the beach WHIZZES by in the
background.

The Bride's eye.

Dirt Road, lined by greener than green trees, the Porsche
kicks up dirt ZOOMING down it.

CU BILL
driving as the Spanish love song plays.

The Bride's eye.

A striking but antiseptic-looking INSTITUTION of some sort,
surrounded by the beautiful foliage of Mexico. Bill's silver
Porsche drives up its driveway.

The Bride's eye.



INT. INSTITUTION

The institution is not Spanish in style, but on the contrary
it's a clinical new-age box-like structure made up of clear
glass doors and walls and the color beige.

Bill walks through the glass doors, to a lone Asian FEMALE
RECEPTIONIST, her desk is the only furniture in the lobby. In
JAPANESE he explains to her his reason for being there.

EX CU The BRIDE'S EYE
...watching...we now leave any shot of Bill not from the
Bride's perspective. The SUSPENSE THEME is STRETCHED TIGHTER
and TIGHTER as we look through the Bride's POV and listen to
her VO;



THE    BRIDE (V.O.)
The attentive    audience members
among you will    have probably
noticed, that    all my kills have
been straight    up fights.

The Bride's POV: The Glass-enclosed Institution, and Bill
standing by himself in the empty lobby.



THE BRIDE (V.O.)
Y'all figured I'd face him with my

Hanzo sword, aye? Well, I figured
Bill figured the same thing. I am
the product of three godfathers.
Bill, Pai Mei, and Hattori Hanzo.
Different teachers teach you
different things. But one thing I
learned from all three, was "in
combat, the opponent that does the
unexpected, can usually expect to
be the victor." Bill would never
see this coming. Not from me. And
least any of you judge me a
bushwhacker, remember...It was Bill
who taught me how to shoot.

As the Bride has said these things, WE'VE seen    INSERTS of her
putting together her high-powered scope rifle.    Snapping on
the scope sight. Setting the FOCUS through the    CROSSHAIRS.
Loading the heavy-duty AMMO. Curling her long    white finger
around the rifle's TRIGGER.

SCOPE SIGHT POV: Bill's head in between the Crosshairs.
SUSPENSE THEME is STRETCHED TIGHTER STILL...it will soon
break.

WIDE SHOT
looking through the Institution's glass wall. The elevator in
the lobby opens...and A LITTLE GIRL steps out, and runs into
Bill's arms. A LITTLE GIRL about five years old. A FIVE-YEAR
OLD LITTLE GIRL with blonde hair. Bill picks up the Little
Girl and lifts her HEAD into the CROSSHAIRS of the SCOPE
SIGHT.

SUSPENSE THEME SNAPS into an OPERATIC WAIL...

EX CU: The Bride's finger, pops off the trigger.

EX CU: The Bride's eye, A HUGE TEAR FALLS OUT...We move out
of the eyeball, into a MEDIUM CU of The Bride, tears falling
down her face...She can't believe what she's looking
at...that's her daughter...She's alive...

Her REMEMBERING THEME PLAYS...

FLASH ON
The Bride remembering, while she was in her wide-eyed coma
state, lying on an operating table, as DOCTORS AND NURSES
performed a Cesarean childbirth on her. The NEWBORN INFANT is
passed to other hands above her wide-eyed unblinking
expressionless face.

CU of The BRIDE
In one moment, Bill has managed to suddenly change the game.



EXT. LONG LONG LONG EMPTY ROAD IN MEXICO - DAY

Silence, except for a few birds.

THEN...

WE HEAR the Roaring of an Engine, and the Silver Porsche
WHIZZES into FRAME.



INT. PORSCHE (MOVING) - DAY

Bill behind the wheel, his little girl asleep in the
passenger seat. He sees something ahead.

A convertible Volkswagen Karman Ghia enters the road heading
in the opposite direction. It's a long long long way off, but
it will get closer every second.

Bill senses something about this automobile, and throws a
glance at his sleeping child.

His cell phone RINGS, he answers it.



BILL
Hola.



INT. THE BRIDE'S CAR (MOVING) - DAY

The Bride behind the wheel of the convertible, her long
blonde hair whipping in the wind, talks to Bill for the first
time in five years and six months.



THE BRIDE
Hello Bill.



BILL
Kiddo, is that really you?



THE BRIDE
Oh, it's me all right.



BILL
I hear you were driving a truck?



THE BRIDE
My pussy wagon died on me. Who's
your little friend?

He glances down at the sleeping child.



BILL
Oh, you mean the little tow head
next to me, who looks
extraordinarily like you?



THE BRIDE
Yeah, that one.



BILL
Her name is B.B.

The Bride gets choked up again, emotion betrays her voice.



THE BRIDE
B.B.?



BILL
Yes. Do you approve?

She wipes her eyes. Her hand moves under her shirt,
fingertips rest on scar.



THE BRIDE
Yes. Can she hear us?



BILL
Not now, she's in dream land.



THE BRIDE
How old is she?



BILL
What do you mean by that?



THE BRIDE
How many years has she been alive?

BILL
Don't ask how old she is, ask, if
she's five.



THE BRIDE
Is she five?



BILL
Aren't mothers like God, aren't you
supposed to automatically know?



THE BRIDE
I did and I do.
(pause)
I want to meet her.



BILL
Have dinner with us at my hacienda
tonight. She's expecting you.



THE BRIDE
What do you mean?



BILL
I knew you were on your way, so I
told B.B. Her mommy was coming to
see her.



THE BRIDE
(confused)
What have you told her about me?



BILL
That you were sick, that you were
asleep, but one day you'd wake up
and come back to her.
And she asked me, "If Mommy's been
asleep since I was born, how will
she know what I look like?" To
which I replied, "Because Mommy's
been dreaming of you." And she
said, "Then I'm gonna start
dreaming of her." So I gave her a

picture of you --



THE BRIDE
-- which one?



BILL
The one I took of you in Paris,
sitting on the steps with the
baguette in your hand. Since she
was one and a half years old, she's
slept with that picture of you next
to her bed.

The EXACT PHOTO DISSOLVES OVER The Bride's face, then
DISSOLVES AWAY.



THE BRIDE
You know, prettier photos of me do
exist.



BILL
And she's seen them. But the one
she wants looking after her while
she sleeps is the one of you
holding bread.
(pause)
We normally have dinner around
seven, is that convenient?



THE BRIDE
Yes.

Pause....The cars get closer...



THE BRIDE
When do we cross swords?



BILL
Well, it just so happens, my
hacienda comes with its very own
private beach. And my private
beach, just so happens to look
particularly beautiful bathed in
moonlight. And there just so
happens to be a full moon out
tonight. So, swordfighter, if you

want to sword fight, that's where I
suggest. But if you wanna be old
school about it - then we can wait
till dawn, and slice each other up
at sunrise, like a couple real life
honest to goodness samurais. As per
usual Kiddo, I'll leave the big
decisions up to you.

The cars will soon pass...



THE BRIDE
Do me a courtesy?



BILL
Anything.



THE BRIDE
Slow down as we pass...I want
another look at her.



BILL
Wear something nice tonight?



THE BRIDE
I have a dress all picked out.



BILL
Will I like it?



THE BRIDE
You said I looked beautiful last
time you saw me in it.



BILL
I'll dress up too.

His foot moves off the gas, slowing the car; her foot does
the same.

The cars in SLOW MOTION start to pass.

The Bride looks into the other car.

We ZOOM past Bill to the little girl in the passenger seat.
We go ONE FRAME AT A TIME till the car moves past us, to Bill
holding a pistol with a large silencer pointing right at our
face. He FIRES. It emits only a tiny PHOOF.

The Bride throws herself across the passenger seat as the
driver's side window EXPLODES over her head.

The two cars pass each other.

The Bride straightens herself in the driver's seat. She looks
in the rearview as Bill and her daughter drive away. Grabbing
the cell phone she screams in it;



THE BRIDE
You fucking maricone!

Bill on his cell, eyes on rearview.



BILL
Now you just wait one second there
little missy. Unless I'm confused,
we are trying to kill each other
aren't we? Now I wasn't planning on
taking a shot at you in front of
the squirt, but, she is asleep. And
if you're gonna forget everything I
ever taught you, and gawk like you
ain't got good sense, I'm gonna
take a shot, am I not?



THE BRIDE
Did she wake up?



BILL
Of course not. She's like you that
way.
I look forward to this evening. It
was great speaking with you, Bea.

He hangs up.



INT. WHERE HATTORI HANZO SLEEPS - JAPAN - NIGHT

Hattori Hanzo lies sleeping on his mat...

WHEN...

His phone wakes him up in the middle of the night...He
hurriedly answers it.

HANZO (JAPANESE)
(in phone; groggy)
Hello....



INT. MEXICO HOTEL - DAY

The Bride's on the phone, calling Japan, in tears.



THE BRIDE (ENGLISH)
Hattori!



HANZO (ENGLISH)
Beatrix, what's wrong?



THE BRIDE (ENGLISH)
She's alive! My baby girl's alive!

CUT TO:



INT. THE BRIDE DRIVING TO BILL'S VILLA

The same shot we saw during the opening credits. She's
dressed in a white bridal gown, the exact replica of the one
she was bushwhacked in.

Over her CU we DISSOLVE TO A CU OF HANZO talking to her
earlier on the phone.



HANZO (JAPANESE)
Half of Bill's strength, lies in
his talent for the unexpected.
If you intend to vanquish this man,
and claim your daughter, you must
not only expect the unexpected. You
must do the unexpected.

WE DISSOLVE BACK to The Bride.

We see the same shots as before of The Bride driving up to
Bill's villa, through his iron gates, and parking by his
front door. We see TWO BLACK-SUITED MALE SATELLITES approach
her.

Now comes the new stuff.

She climbs out of her vehicle, goes to the back, opens the
boot, and removes her MOSSBERG PUMP ACTION SHOTGUN.

The two satellites freeze...

She SLIDES THE PUMP once, and FIRES.

ONE is BLOWN APART by the blast.

She SLIDES THE PUMP a second time...BLAST.

TWO buys the farm.

She slides the PUMP again...

...and BLASTS the front door, kicking it open and stepping
inside.



INT. BILL'S VILLA - NIGHT

ANOTHER BLACK-SUITED SATELLITE hurries down the stairs,
reaching for his weapon...

She FIRES the shotgun into his kneecap...

He TUMBLES down the stairs landing at her feet.

She points the shotgun straight down at his face.



THE BRIDE
Hello Manny.

She FIRES...Then moves further into the house.

Apparently, this is the do-the-unexpected part of her plan.
Fuck the charade, storm the camp, kill everyone she comes
across, send Bill to hell, scoop up her daughter, and head
for parts unknown.

So far, so good.

She enters the butcher block kitchen, and finds Bill's cook
and housekeeper, Josephina.

Josephina stares at the shotgun barrel pointed at her.



THE BRIDE
Hello Josephina.



JOSEPHINA
Hello Miss Beatrix.

She grabs the housekeeper, and shoves her into the kitchen
pantry.



THE BRIDE
Stay in here and don't come out. If
you leave this room I'll shoot you,
comprende?



JOSEPHINA
Yes.

She closes the pantry door, and moves into the hallway
leading to the living room.

With her back against the wall, holding her weapon tight, she
moves down the hall. As she creeps, an unseen Bill yells to
her from around the corner.



BILL'S VOICE (O.S.)
Kiddo! If you're through shooting
the servants, I'm in the living
room. You remember how to get to
the living room, don'tcha? Go down
to the end of the hall, and make a
left.

Back against the wall she creeps down the hall to the end.
She pumps the slide, and TURNS THE CORNER - SHOTGUN RAISED -
READY TO FIRE...

WHEN...

EX CU The BRIDE'S EYES - blink once.

EX CU HER FINGER comes off the trigger.

What the Bride sees in front of her is, Bill in a    tuxedo,
holding a small, orange squirt gun pointed at her.    Standing
next to him is five-year-old little B.B., dressed    up in a
very pretty party dress, arm outstretched holding    a orange
squirt gun, aimed at The Bride.

The three look at each other for a moment, then Bill says;



BILL
(loudly)
Bang Bang!

Then he suddenly clutches his abdomen like he's just been
shot.

BILL
Oh B.B., Mommy got us.

B.B. lowers her gun and plays out a big dying scene alongside
her dad...Bill falls to the floor.



BILL
Oh, I'm dying...I'm dying...

B.B. parrots this.



B.B.
Oh, I'm dying...I'm dying...

Bill on the floor, says up to his little girl;



BILL
Fall down sweetheart, Mommy shot
you.

The little girl falls down pretend dead.

The Bride, still absentmindedly pointing her weapon at them,
is truly thrown.

Bill delivers his lines from the floor, spoken like a dying
breath;



BILL
You did it Quick Draw Kiddo. You
are-the fastest.

And with these last words, pretends to die.

But then while pretending to be dead, he speaks in a dramatic
narrator's voice.



BILL
But...little did Quick Draw Kiddo
know,...that five-year-old B.B.
Gunn was only playing possum, due
to the fact she was impervious to
bullets.

B.B. raises her head off the floor and says;



B.B.

(to Mommy)
I'm impervious to bullets, Mommy.



BILL
(to B.B.)
Hey, get back down there, you're
playing possum.

The little girl's head drops back down.

Bill continues his dramatic narration;



BILL
So, as the smirking killer
approached, what she thought, was a
bullet-ridden corpse,...that's when
the little B.B. Gunn fired.

B.B. springs up holding her tiny orange squirt gun and says;



B.B.
Bang bang!

The Bride continues watching in gobsmackery.

Bill raises his head off the floor, and says to her in his
normal voice;



BILL
Mommy, you're dead - so die.

The Bride shakes off her confusion, and acts out a big death
scene fo her little girl.



THE BRIDE
Oh, B.B., you got me. I should have
known, you are the best.

She falls to the floor and pretends to die.

The little girl in her party dress, runs over to the big girl
in her wedding dress, and kneels over her mommy.

Mommy opens her eyes.



B.B.
Don't die Mommy, I was just
playing.

From the floor, looking up at her daughter, she speaks to her
for the first time.



MOMMY
I know baby.

They embrace each other.



B.B.
I waited a long time for you to
wake up, Mommy. Did you dream of me
- I dreamed of you?

The female killer says to her daughter as mommieness begins
to creep into her voice;



THE BRIDE
Every single night, baby.

She holds her daughter out at arm's length to get a better
look at her.



THE BRIDE
Now let me look at you. My my my...
What a pretty girl you are.



B.B.
You're pretty too, Mommy.

B.B. starts stroking her mother's long blonde hair.



THE BRIDE
Thank you.

All of a sudden, Bill has joined them on the floor.



BILL
When I showed you Mommy's picture,
tell Mommy what you said.

The little girl gets shy.



BILL

C'mon shy girl, you know what you
said, tell Mommy, it'll make her
fell good.

As she strokes her long blonde hair, little B.B. says;



B.B.
I said - I said - You're the most
beautiful woman I ever saw in the
whole white world.



BILL
That's the truth. That's what she
said.

B.B. points to Manny's blood, which splashed a little on the
Bride's wedding gown.



B.B.
What's that?



MOMMY
Oh, Mommy spilled something on her
dress.



B.B.
Blood?



MOMMY
No. Kool-Aid. Do you like Kool-Aid?



B.B.
No.



BILL
Do you not like it, or do you not
know what it is?

Parroting Bill;



B.B.
I do not know what it is.

MOMMY
Well, it's a very tasty beverage
that I used to drink, when I was a
little girl. It comes in a lot of
different flavors and colors, and
it's really good. Maybe we should
fix some sometime. Want to do that?

The little girl gives a big nod, yes.



BILL
Speaking of fixing and drinking and
eating, I think it's dinner time
don't you?

B.B. does an exaggerated nod, yes.



BILL
(to Mommy)
When you were doin all that fancy
shootin, you didn't happen to shoot
a nice Mexican woman about forty
five years old, did ya?



MOMMY
No.



BILL
(wiping imaginary sweat
off his brow)
Whew, then dinner should be done.
(shouting to the other
room)
Josephina! You can come out now,
we're ready for dinner.



JOSEPHINA (O.S.)
Yes, Mr. Bill.

He offers his hand to Mommy, and helps her to her feet. Then
says to B.B.;



BILL
Want to go on top of the world?

She says excitedly;



B.B.
Yeah!

He scoops the little girl up, puts her on his shoulders, and
as the mommy and the daddy and their little girl walk through
the house towards the dinner table, Bill and B.B. Sing The
Carpenter's song, "Top Of The World." It's obviously one of
their songs.



INT. DINNER ROOM - NIGHT

The dining room of Bill's house. The family, mother father
and daughter, sit at the dinner table eating.



BILL
B.B., don't you think Mommy has the
prettiest hair in the whole wide
world?



B.B.
Yes I do.



BILL
In fact it's better than pretty.
What's better than pretty?



B.B.
Gorgeous.



BILL
Very good, gorgeous. Mommy is
gorgeous.

The Bride shows no sign of thawing around Bill.



BILL
You know baby, Mommy's kinda mad at
Daddy.



B.B.

Why? Where you a bad daddy?



BILL
I'm afraid I was. I was a real bad
daddy.
(to Mommy)
Our little girl learned about life
and death the other day.
(to B.B.)
You want to tell Mommy about what
happened to Emilio?



B.B.
I killed him. I didn't mean to, but
I stepped on him and he stopped
moving.



BILL
Emilio was her goldfish. She came
running into my room holding the
fish in her hand, crying, "Daddy
daddy, Emilio's dead." And I said,
"Really, that's so sad. How did he
die?" And what did you say?



B.B.
I stepped on him.



BILL
Actually young lady, the words you
so strategically used were, "I
accidentally stepped on him."
Right?



B.B.
Yeah.



BILL
To which I queried, "And just how
did your foot accidentally find its
way into Emilio's fishbowl?" And
she told me no no no, Emilio was on
the carpet when she stepped on him.
(beat)
Hummmmmm, the plot thickens. And
just how did Emilio get on the

carpet? And Mommy, you would have
been real proud of her, because she
didn't lie. She said she took
Emilio out of his bowl, and put him
on the carpet. And what was Emilio
doing on the carpet, baby?



B.B.
He was -- flapping.



BILL
And then you stomped on him?



B.B.
Uh-huh.



BILL
And when you lifted your foot up,
what was Emilio doing then?



B.B.
Nothing.



BILL
He stopped flapping, didn't he?



B.B.
Uh-huh.



BILL
And you knew what that meant,
didn't you?



B.B.
Uh-huh.



BILL
What did that mean?

B.B.
He was dead.



BILL
(to Mommy)
She told me later, that the second
she lifted up her foot and saw him
not flapping, she knew he was dead.
Is that not the perfect visual
image of life and death? A fish
flapping on the carpet, and a fish
not flapping on the carpet. So
powerful even a five-year old child
with no concept of life and death
knew what it meant. Not only did
she know Emilio was dead, she knew
she had killed him. So she comes
running into my room, holding
Emilio in both of her little hands -
it was so cute - and she wanted me
to make Emilio better. And I asked
her, why did she step on Emilio?
And she said, she didn't know. But
I knew why. You didn't mean to hurt
Emilio, you just wanted to see what
would happen if you stepped on him,
right?



B.B.
Uh-huh.



BILL
And what happens when you stomp on
Emilio, is you kill him. And you
discovered that, didn't you?



B.B.
Uh-huh.



BILL
So we drove down to the beach, had
a little funeral, and gave Emilio a
burial at sea. And right now I'm
sure he's happy as can be, swimmin
around in fish heaven.
But the point being, our child
learned two very important lessons.
One, about life and death. The
other, somethings once you do, they

can't be undone. I knew just how
she felt
(to B.B.)
You loved Emilio, didn't you?



B.B.
Uh-huh.



BILL
Well sweety, I love Mommy, but I
did to Mommy what you did to
Emilio.



B.B.
You stomped on Mommy?



BILL
Worse.
(making his finger a gun)
I shot Mommy. Not pretend shoot,
like we were just doing. I shot her
for real.



B.B.
Why?



BILL
I don't know.



B.B.
Did you want to see what would
happen?



BILL
No, I   knew what   would happen to
Mommy   if I shot   her. What I didn't
know,   is when I   shot Mommy, what
would   happen to   me.



B.B.
What happened?

BILL
I was very sad. And that was when I
learned, somethings once you do,
they can never be undone.



B.B.
What happened to Mommy?



BILL
Why don't you ask Mommy.



B.B.
Are you okay Mommy. Does it hurt?



BILL
No sweety, it doesn't hurt anymore.



B.B.
Did it make you sick?



MOMMY
It put me to sleep. That's why I
haven't been with you B.B., I've
been asleep.



B.B.
But you're awake now, right?



MOMMY
I'm wide awake, pretty girl.



EXT. PORCH - DAWN

Bill sits on the steps of his porch in the back of the house
drinking a glass of red wine. The steps lead to the beach and
the sea.

Beatrix steps out onto the porch, and sits down on the steps
across from him.

Between them the dawn sky breaks.



BILL
Did she go to sleep easy?



THE BRIDE
It took her a little bit. She was
excited. She's quite the little
chatterbox.



BILL
Well, if she doesn't like you, you
got to kill her to say hello. But
if she likes you, you can't shut
her up. She's a chip off the ole
blonde in that regards.

He holds up the bottle of vino.



BILL
Red wine?

She shakes her blonde head, no.



BILL
C'mon, Bea, you're a whole lot more
fun with a couple glasses of wine
in ya.

She gives him a look.



BILL
(pointing towards the
beach)
We're going to go out there and
have at it, aren't we?

She shakes her blonde head, yes.



BILL
Well, I've already had    a glass. So
unless you want to win    by an unfair
advantage, you should    have a glass
of wine. So we're both    on the same
footing wine wise.

She holds out the empty glass, and he fills it with red.



BILL
You know, there's an old man down
here, his name is Esteban Viharo.
He was a pimp. I knew him when I
was a child. He was a friend of my
mother's. I told him about you.
When I showed him your picture he
smiles and said;
(imitating his accent)
"Yesss, I see the attraction." He
told me a story about taking me to
the movies when I was five. It was
a movie which had Lana Turner in
it. And whenever she would appear
on screen, he said I would stick my
thumb in my mouth and suck it, to
an obscure amount. And he knew
right then, this boy will be a fool
for blondes.



THE BRIDE
Who would of ever thought you'd be
such a good father?



BILL
Well not you, that's for damn sure.

She gives him another look.



THE BRIDE
Must we have to endure your little
zingers?



BILL
No we mustn't. But if you're going
to say sentences like that, in the
future, I will resist the
temptation.



THE BRIDE
Baby, you don't have a future.

Bill drinks some wine.

BILL
I sent you to L.A. and you never
came back. I thought you'd been
killed. Do you know how cruel it is
to make someone think someone they
love is dead? I mourned you. Then
in the third month of my mourning,
I track you down. I wasn't trying
to track you down, I was trying to
track down - the fucking assholes -
who I thought killed you. And when
I find you, what to I find? Not
only are you not dead, you're
getting married - to some fuckin
jerk - and you're pregnant? How do
you expect me to react?



THE BRIDE
Why do you think I hid?



BILL
Why did you leave in the first
place? You have cold eyes towards
me now. I understand their
temperature, but they were warm the
second to the last time I saw them,
or was that just my imagination?



THE BRIDE
No.

The Bride decides to tell all. As she tells this story, parts
will be shown on the screen.

To give herself a running start with the story she starts it
off in Japanese;



THE BRIDE (JAPANESE)
You sent me to L.A. to kill that
lady scoundrel, Lisa Wong.

Bill interrupts her.



BILL (ENGLISH)
You are you talking in Japanese?

The Bride explodes;

THE BRIDE (ENGLISH)
What the hell do you care what I
talk in? Don't you know when to
keep your mouth shut? I'm trying to
tell you what you want to know, if
you'll just shut up and listen and
stop talking! Now may I continue?



BILL
You're right, I'm wrong, continue.



THE BRIDE
The morning I left, I threw up. I
don't feel like speaking in
Japanese anymore - on the plane, I
threw up. When I got to my hotel, I
threw up. So naturally I started
thinking, maybe I might be
pregnant. So I bought one of those
home pregnancy kits. Went back to
my room and took the test. The
little strip said blue. I was going
to have a baby. I tried to call
you, but you weren't there, so I
just thought I'd call back later.



BILL
But you never did.



THE BRIDE
- Would you shut up, I'm trying to
tell you how I feel.



BILL
My apologies, please continue.



THE BRIDE
So I just figured I'd call you back
later. I was just so happy, I put
on music and danced by myself in
the hotel suite, holding my little
blue strip.
What I didn't know, was at some leg
of my journey, I was spotted. With
me in Los Angeles it didn't take
Lisa Wong long to figure out
someone put a hit out on her. So
she sent an assassin of her own to

kill me in my hotel room. As I was
dancing in euphoria, the killer
came down the hall.

There's a knock on the hotel room door.

The Bride stops dancing and goes to the door's peephole.

PEEPHOLE POV: A pretty KOREAN WOMAN in the blazer and skirt
outfit of a hotel manager. She's holding a basket of flowers.

The Bride says through the door;



THE BRIDE
Hello, can I help you?



HOTEL WOMAN
Hello, I'm Karen Kim, I'm the
hospitality manager of the hotel. I
have a welcome gift from the
management.

Seeing it through the peephole.



THE BRIDE
Oh, it's beautiful. But I'm kinda
busy at this second, could you
possibly come back later?

As she talks, she accidentally drops the blue strip, she
bends down to pick it up...

WHEN...

A SHOTGUN BLAST BLOWS A HOLE in the door, right where the
bent over woman was previously standing.

Karen kicks open the door, Pump Action Shotgun in hand.

The Bride's on her back, on the floor below her.

Karen aims the shotgun down at her.

With her foot, The Bride kicks the front door.

It SLAMS BACK HITTING Karen in the face.

The Bride scrambles to her feet, running for cover.

Karen pushes the door aside, steps into the room, and FIRES
the shotgun The Bride's way.

The Bride DIVES out of the way.

The BLAST DESTROYS the side of the room it HITS.

The Bride comes up from the floor with her SOG in her hand,
and THROWS IT across the room at Karen...

Karen BLOCKS the thrown knife with her shotgun. The blade
sticking in the weapon's wooden stock. She removes the knife,
and drops it to the floor.

The Bride is a sitting duck. There's nothing she can do
except wait to get shot.



KAREN
So you came here to kill Lisa Wong,
huh? Well that's my sister, bitch.
I'm Karen Wong, and I've come here
to kill you.

She raises the shotgun, and takes aim at The Bride...



THE BRIDE
Wait a second!

Karen stops.



THE BRIDE
Yes, I'm an assassin. Yes I did
come here to kill your sister. But
I'm not gonna do that now.



KAREN
Oh, I know you're not --



THE BRIDE
- listen to me! I just found out,
right now - not two minutes before
you blew a hole in the door, I'm
pregnant.

Karen looks at her, "what?".



THE BRIDE
On that table is the    home pregnancy
kit. On the floor by    the door is
the strip that says    I'm pregnant.
I'm telling you the    truth, I don't
want to and I won't    kill your
sister. I just want    to go home.

KAREN
What is this, bullshit story number
twelve in the female assassin's
handbook?



THE BRIDE
Any other time you'd be a hundred
percent right. But this time you're
a hundred percent wrong. I'm the
deadliest woman in the world, but
right now I'm scared shitless for
my baby. Please, you hafta believe
me. Look at the strip, it's on the
floor.

Karen looks over to the door, and sees the tiny strip on the
floor.



KAREN
Sit down on that bed and put your
hands behind your head.

The Bride complies. Karen bends down and picks the strip off
the floor. Then takes the package it came in and reads the
directions on the box.



THE BRIDE
Blue means pregnant.



KAREN
I'll read it myself, thank you.

It is blue, Karen's starting to believe her.



KAREN
Okay, say I were to believe you,
what then?



THE BRIDE
Just go home. I'll do the same.

Karen does...She starts backing out of the room...before she
leaves, she says;

KAREN
You fucked with the Wong sisters.



BACK ON THE PORCH



THE BRIDE
Facing Karen Wong, was the most
frightening moment I have ever
experienced. And that includes
three years with that evil bastard
Pai Mei. Before that strip turned
blue, I was a woman, I was your
woman. I was a killer, who killed
for you. Before that strip turned
blue, I would have jumped a
motorcycle on to a speeding train
...for you. But once that strip
turned blue, I could no longer do
any of those things. Not anymore.
Because now I was a mother. A
mother who only had one thought on
her mind. Please don't harm my
baby. Can you understand that?



BILL
Yes. But why tell me now, and not
then?



THE BRIDE
You wouldn't have let me go.
Specially once you found out I was
pregnant. You would've tried to
talk me out of it. It would have
been a big scene. I just said fuck
it.

Starting to get mad.



BILL
Fuck who?



THE BRIDE
Bill, you couldn't know I was
pregnant, once you knew, you'd
claim it, and I didn't want that.

BILL
That's not your decision to make.



THE BRIDE
Yes, but it's the right decision.
And I made it for my daughter.
Everybody on this earth deserves to
start with a clean slate. But with
us - my daughter would be born into
a world she shouldn't be. Robbing
her of the one thing everybody
deserves. She would be born with
blood stains. I had to choose. I
chose her.

She takes a sip of wine. It's morning now. And now it's her
turn.



THE BRIDE
You know five years ago, if I had
to make a list of impossible things
that could never happen.
You performing a coup de grace on
me by bustin a cap in my crown,
would be right at the top of the
list.
(beat)
I'd've been wrong, wouldn't I?

Bill listens stoney, then;



BILL
I'm sorry was that a question? Of
impossible things that could never
happen - yes in this instance you
would have been wrong.

The Bride listens stoney, then;



THE BRIDE
Well?



BILL
Well what?



THE BRIDE
Explain yourself.

BILL
I already have. When I told you the
story of when I thought you were
dead. Didn't you get how badly I
felt?



THE BRIDE
You call that an explanation?



BILL
Well if that's too cryptic let's
get literal.
(beat)
There are consequences to breaking
the heart of a murdering bastard.
You experienced some of them.

That's his explanation.

She hears it.

They both understand one another.



THE BRIDE
You and I have unfinished business.



BILL
Baby, you ain't kidding.

They both laugh.



BILL
You know how proud I am of you,
don't you?



THE BRIDE
Yes.



BILL
You know I was rooting for you,
don't you?

THE BRIDE
I figured.



BILL
You know on that beach out there I
want you to be the victor?

She nods her head, yes.



BILL
You also know you're going to have
to defeat me. I can't just give it
to you, even though I want to.



THE BRIDE
It won't be necessary for you to
give me anything. I've surpassed
you. I'll take it.



BILL
Well, as they say in Missouri, show
me.



EXT. THE BEACH - MORNING

As the blue waves of the Gulf of Mexico crash on the beach,
The Bride in her bridal gown, and Bill, his tuxedo jacket
off, face each other in a combat stance.

The BRIDE
Breeze blowing her blonde hair, holding her Hanzo sword in
its sheath.

BILL
stares across the sand to the figure of the Bride, his
student, facing him at sunrise with a weapon he taught her to
use. This is where all who teach combat artistry may end up.
Facing a Frankenstein monster of their own creation. He
removes his Hanzo sword from its sheath with GREAT FLOURISH.

WIDE SHOT
The two combatants...quite far from each other...they intend
to charge attack...stand in showdown stance.

The BRIDE
The VENGEANCE THEME EXPLODES ON THE SOUNDTRACK.
She takes her combat stance. But what she doesn't do is
remove her sword from its wood sheath. The fist of her left
hand is wrapped around the wood sheath's center. Her right

empty hand, raises and makes a beckoning gesture to Bill.
Then with a face completely devoid of emotion, says in
Japanese;



THE BRIDE (JAPANESE)
Attack me.

She's facing him, sword in sheath, hand far from handle, in a
standing still position, not moving a muscle of blinking an
eye, staring her laser beams in Bill's direction waiting for
his attack.

He stands in a combat position, sword raises in a combat
grip, to charge her.



BILL
(to himself)
That's my girl.

He screams a samurai scream...and charges her...

She stands motionless...

Unblinking...

Watching him coming...

No fear....

No expression...

We go back and forth, close, wide, low.

TILL...

They meet...

Using only her left arm, with the sheathed Hanzo sword in its
grip, she blocks all of his blows, right arm unmoving down at
her side...sort of like Pai Mei did to her earlier...his
sword and her sheath lock together...they're close to each
other, she brings up her right arm, sticks out two fingers,
and hits Bill on ten different pressure points on his body.
Then hits him straight on in the heart with her palm. His
body jolts, like he's just had a heart attack...he coughs up
a little blood...he looks at her.

Their faces are very close...

The face of the cold ice woman Ninja, melts away before our
eyes, and the face of Beatrix Kiddo is filled once again with
compassion.



BILL

He taught you the ten point palm
exploding heart technique?



THE BRIDE
Of course he did.



BILL
Why didn't you tell me?

She doesn't have an answer.

She looks at him apologetically;



THE BRIDE
I don't know...Because...I'm
a...bad person.

He smiles at her duplicitly, and says with blood on his lips;



BILL
No. You're not a bad person. You're
a terrific person. You're my
favorite person. But every once in
awhile...you can be a real cunt.

They smile at each other.

Then...

Bill turns his back to her...

And walks five steps in the opposite direction...with each
step his heart swells, on the fifth...

It BURSTS...WE HEAR A SOUND, like of a tire blowout...

He falls to the beach...dead.

The Bride walks over to his body.

She unsheaths her Hanzo sword.

Blood lies in a pool, by Bill's mouth.

She dips the tip of the blade in the blood, leaving the
tiniest of crimson smudges.

She then removes the Bill handkerchief, and wipes Bill's
blood from off the blade onto the white cloth.

She lets the Bill handkerchief drop onto his body.

The Jingi sword Hattori Hanzo created, just for her, for this
purpose, has come to the end of its journey.

Beatrix, in a moment    of enormous generosity, allows herself,
one final tear, shed    for her corrupter, her enemy, the father
of her child,...her    MAN. The tear is for her as well. For
she's very aware she    will never ever be completely any other
man's WOMAN.

EX CU The Hanzo BLADE slowly sliding into the wood sheath.

EX CU the single teardrop, sliding down her cheek.

The blade disappears inside the sheath.

The teardrop falls of her chin.

Her journey, her revenge, her victory, her unfinished
business, is completed.

The Bride exits the beach.

Bill doesn't.
SERIES OF SHOTS END FILM
As a female voice sings a song on the soundtrack.

We see the Bride, get B.B.

The Bride and B.B. are driving away.

The Bride and B.B. eating in a coffee shop.

The Bride and B.B. in a motel room. They both wear bath
towels and both of their blonde heads are wet. The Bride sits
behind her on the bed, combing the little one's head.

The Bride spooning B.B. from behind, both of them are asleep.

It's the morning...

B.B. Sits on the motel room bed, watching Saturday morning
cartoons on T.V.



INT. MOTEL ROOM BATHROOM - MORNING

The Bride is on the floor of the motel room bathroom, crying
her eyes out.

She shoves a towel in her mouth so B.B. won't hear her.

We wonder for a moment what's wrong...

Till we see her face in CU...

Her tears are tears of joy.

She can't believe this is even happening.

Her daughter is alive. They're together. They get to begin
again.

She covers her mouth so B.B. won't hear her crying and get
worried or confused.

But as the deadliest woman on the planet, lies on the motel
room bathroom floor, smile on her face, twinkle in her eyes,
happier than she's ever been, she thinks one thought. Over
and over again....

Thank you god...thank you god...thank you god...thank you
god.

She washes her face in the sink, when she's presentable, she
walks out of the bathroom, jumps on the bed with her baby,
hugs her from behind as the two watch Saturday morning
cartoons.

TWO SHOT CU
Both blonde heads, the big one and the little one, next to
each other, watching T.V.

The lioness has been reunited with her cub, and all is right
in the jungle.

CUT TO:



BLACK FRAME
TITLE APPEARS:


WRITTEN
 
DIRECTED

By

Quentin Tarantino

Episode 2: Attack of the Clones

EXT. SPACE
A vast sea of stars severas as a backdrop for the Main Title, following by a rollup, whcih crawls into infinity.

There is unrest in the Galactic Senate
Several hundred solar systems under
the leadership of the rebel leader, Count
Dooku, have decalred their intentions to
secede from the Republic.

This separatist movement has made it
difficult for the limited number of
Jedi Kights to maintain peace and
order in the galaxy.

Senator Amidala, the former Queen of
Naboo, is returning to Coruscant
to vote on the critical issue
of creating an army to assist the
overwhelmed Jedi.

PAN UP to reveal the amber city planet of Coruscant. A yellow Naboo Fighter flies OVER CAMERA toward the planet, followed by a large Royal Cruiser and two more Fighters.

EXT. CITYSCAPE, CORUSCANT - DAWN
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.

EXT. CORUSCANT, LANDING PLATFORM - DAWN
Two Naboo Fighters land on one leaf of a three-leaf-clover landing platform. The Royal Starship lands on the central lead, and the third Fighter lands on the remaining plaform.

A small GROUP OF DIGNITARIES waits to welcome the Senator. One of the members of the group os a well dressed JAR JAR BINKS, a member of the Galactic Representative Commission, and DORME, Senator Amidala's handmaiden.

One of the FIGHTER PILOTS jumps from the wing of his ship and removes his helmet. He is CAPTAIN TYPHO, SENATOR AMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

CAPTAIN TYPHO
We made it. I guess I was wrong,
there was no danger at all.

The ramp ;pwers. TWO NABOO GUARDS appear. SENATOR AMIDALA, ONE 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. 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 starship is destroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWO ESCORT PILOTS get up and run to where SENATOR AMIDALA lies dying. Beyond, ARTOO DETOO drops down from the Naboo Fighter and rolls toward the wreckage. The FEMALE ESCORT PILOT kneels by SENATOR AMIDALA and takes off her helmet, revealing SENATOR PADME AMIDALA.

PADM 
Cord ...

She gathers up her decoy double in her arms. Cord 's eyes are open. She looks up at her.

CORD 
... I'm sorry, m'lady... I'm... not sure I...

CORD  dies. PADM  hugs her.

AMIDALA
No!... No!... No!...

PADM  lowers CORD  to the ground. She gets up and looks around at the devastation. There are tears in her eyes.

AMIDALA
I should not have come back.

CAPTAIN TYPHO
M'Lady, you are still in danger.

Amidala says nothing.

CAPTAIN TYPHO
This vote is very important. You did
your duty and Cord  did hers. Now
come. (she doesn't respond) M'Lady,
please!

She turns. They walk away. ARTOO lets out a small whimper and rolls off after them.

EXT. SENATE BUILDING - DAY
The massive Senate Building glistens in the afternoon sun. Small patches of fog have still to burn off.

INT. SENATE CHAMBER - DAY
The vast rotunda is buzzing with chatter. MAS AMEDDA, the Supreme Chancellor's majordomo, tries to quiet things down as PALPATINE confers with an AIDE, UV GIZEN, riding a small one man floating scooter.

MAS AMEDDA
Order! We shall have order! The motion
for the Republic to commission an army
takes precedent, and that is what we
will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREME CHANCELLOR PALPATINE 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 shock silence in the vast arena.

PALPATINE
(continued)
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 in this honourable assembly,
but also on her home planet. She
was so loved she could have been
elected 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.

There is a moment of silence. ASK AAK, the SENATOR of MALASTARE, moves his pod into the centre of the arena.

SENATOR ASK AAK
How many more Senators will die
before this civil strife ends! We
must confront these rebels now,
and they need an army to do it.

A second pod moves into the centre of the area with DARSANA, the
AMBASSADOR OF GLEE ANSELM.

AMBASSADOR DARSANA
Why weren't the Jedi able to stop
this assassination? We are no
longer safe, under their protection.

Senator ORN FREE TAA swings forward in his pod.

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.

The SENATORS yell pro and con. MAS AMEDDA tries to calm things down. SENATOR PADME AMIDALA, with CAPTAIN TYPHO, JAR JAR, and DORME, manoeuvre her pod into the centre of the vast arena.

AMIDALA
My noble colleagues, I concur with
the Supreme Chancellor. At all
costs, we do not want war!

The Senate goes quiet, then there is an outburst of cheering and
applause.

PALPATINE
It is with great surprise and
joy the chair recognises the
Senator from Naboo, Padm  Amidala.

PADM 
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. 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 someone in this body who
will stop at nothing to assure it's
passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADM 
(continuing)
I warn you, if you vote to create
this army, war will follow. I
have experienced the misery of war
first-hand; I do not wish to do it
again.

There is sporadic yelling for and against her statements.

PADM 
Wake up, Senators... you must wake
up! If you 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 very 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 booing... and groaning. SENATOR ORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA
My motion to defer the vote must
be dealt with first. That is the
rule of law.

AMIDALA looks angry and frustrated. PALPATINE gives her a sympathetic look.

PALPATINE
Due to the lateness of the hour
and the seriousness of this
motion, we will take up these
matters tomorrow. Until then, the
Senate stands adjourned.

EXT. EXECUTIVE QUARTERS BUILDING - DAY
The giant towers of the Republic Executive Building seem to reach the heavens. Traffic clogs the smoggy sky.

INT. CHANCELLOR'S OFFICE - DAY
CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLAD ROYAL GUARDS on either side of the door. YODA, PLOT KOON, KI-AD-MUNDI, and MACE WINDU sit acress from him.

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.

MACE WINDU
If they do break away -

PALPATINE
No! I will not let that happen!

MACE WINDU
But if they do, you must realise
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?

YODA closes his eyes.

YODA
Worse than war, I fear... Much
worse.

PALPATINE
What?

MACE WINDU
What do you sense, Master?

YODA
Impossible to see ... The Dark Side
clouds everything. But this I am
sure of -
(opens his eyes)
Do their duty the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC, appears on the Chancellor's desk.

DAR WAC
The loyalist committee has arrived,
my Lord.

PALPATINE
Send them in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, JAR JAR, MAS AMEDDA, DORME, and SENATORS BAIL ORGANA, HOROX RYYDER and ORN FREE TAA enter the office. YODA and MACE WINDU move to greet the SENATOR, YODA taps AMIDALA with his cane.

YODA
With you the force is strong...
young Senator. To see you alive
brings warm feeling to my heart.

PADM 
Thank you, Master Yoda. Do you
have any idea who was behind
the attack?

MACE WINDU
Our intelligence points to
disgruntled spice miners, on
the moons of Naboo.

PADM 
I don't wish to disagree but I
think that Count Dooku was behind
it.

There is a stir of surprise.

MACE WINDU
You know, M'Lady, Count Dooku
was once a Jedi. He wouldn't
assassinate anyone, it is not in
his character.

KI-ADI-MUNDI
He is a political idealist, not
a murderer.

YODA
In dark times nothing is what it
appears to be, but the fact remains
Senator, in grave danger you are.

PALPATINE gets up, walks to the window, and looks out at the vast city.

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?

PADM 
I don't know, but everything in my
being tells me he was behind it...

After gazing out of the window for several moments Palpatine turns to
Mace.

PALPATINE
Master Jedi, may I suggest that
the Senator be placed under the
protection of your graces.

BAIL ORGANA
Do you think that is a wise use
of manpower during these stressful
times?

PADM 
Chancellor, if I may comment, I
do not believe the...

PALPATINE
..."situation is that serious."
No, but I do, Senator.

PADM 
Chancellor, please! I don't want
any more guards!

PALPATINE
I realise all too well that
additional security might be
disruptive for you, but perhaps
someone you are familiar with... an
old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU
That's possible. He has just
returned from a Border dispute on
Ansion.

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

PADM 
This is not necessary, Chancellor.

PALPATINE
Do it for me, M'Lady, please. I
will rest easier. We had a big
scare today. The thought of
losing you is unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU
I will have Obi-Wan report to you
immediately, M'Lady.

YODA leans into her ear.

YODA
Too little about yourself you
worry, Senator, and too much about
politics. Be mindful of your
danger, Padm . Accept our help.

As the JEDI leave the office, PALPATINE continues to pace behind his desk.

PALPATINE
I will not like this Republiv, that
has stood for over a thousand
years, be split in two

EXT. SENATE APARTMENTS - TWILIGHT
A graceful skyscraper twinkles in the evening light of Coruscant.

INT. SENATE BUILDING, APARTMENT CORRIDOR - EVENING
The door to the apartment slides open. JAR JAR walks into the corridor, where TWO JEDI are exiting the elevator. He recognises OBI-WAN and becomes extremely excited, jumping around, shaking his hand.

JAR JAR
Obi! Obi! Obi! Mesa sooo smilen
to see'en yousa. Wahoooooo!

OBI-WAN smiles.

OBI-WAN
It's Good to see you, too, Jar Jar.

JAR JAR
Oops! Wheresa mesa manners?
Excuse me, Master Obi-Wan. I
completely forgot myself for
a moment there. I have had to learn
Diplodiaclect... speak it like a
native now. Don't really see the
point, actually, but members of
the Senate seem to prefer it...

JAR JAR notices OBI-WAN'S APPRENTICE.

JAR JAR
(continuing)
...and this, I take it, is your
apprentice... Nooooooooo! Annie?
Noooooooo! Little Bitty Annie?
(Looks at Anakin)
Nooooooo! Yousa so biggen!
Yiyiyiyyi! Annie!! Mesa no
believen.

ANAKIN
Hi, Jar Jar.

JAR JAR grabs hold of ANAKIN and envelops him in a big hug.

JAR JAR
Annie! Annie! Yiyiyiyiyiyiiii!

INT. SENATE BUILDING, APARTMENT - EVENING
PADME is in a conference with CAPTAIN TYPHO and DORME. JAR JAR enters the room, followed by the TWO JEDI.

JAR JAR
Lookie... lookie... Oops!... Oh,
dear, I'm afraid I've forgotten
myself again.

PADME and TYPHO rise as OBI-WAN and ANAKIN stop before the SENATOR. OBI-WAN steps forward. ANAKIN stares at PADME. She glances at him.

OBI-WAN
It's a great pleasure to see you again,
M'Lady.

PADM 
It has 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 unnecessary.

OBI-WAN
I'm sure the Jedi Council have
their reasons.

She moves in front of ANAKIN

PADM 
Annie??
(stares)
My goodness you've grown.

They look at each other for a long moment.

ANAKIN
(trying to be smooth)
So have you... grown more
beautiful, I mean... and much
shorter... for a Senator, I mean.

OBI-WAN looks disapprovingly at his apprentice. PADME laughs and shakes her head.

PADM 
Oh Annie, you'll always be that
little boy I knew on Tatooine.

This embarrasses ANAKIN, and he looks down. OBI-WAN and CAPTAIN TYPHO smile.

OBI-WAN
Our presence will be invisible,
M'Lady.

CAPTAIN TYPHO
I am very grateful you are here,
Master Kenobi. The situation is
more dangerous than the Senator
will admit.

PADM 
I don't need more security, I need
answers. I want to know who is
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 is trying to
kill you Padm , I promise you.

He's done it again. He bites his lip in frustration and shame. OBI-WAN gives ANAKIN a dirty look.

OBI-WAN
We are not going to exceed our
mandate, my young Padawan learner.

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

OBI-WAN
We are not going through this
exercise again, Anakin. You will
pay attention to my lead.

ANAKIN
Why?

OBI-WAN
What??!!

ANAKIN
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.

OBI-WAN
We will do as the Council has
instructed, and you will learn
your place, young one.

PADM 
Perhaps with merely your presence,
the mysteries surrounding this
threat will be revealed.  Now if
you will excuse me I will retire.

Everyone gives AMIDALA a slight bow as she and DORME leave the room.

CAPTAIN TYPHO
Well, I know I feel a lot better
having you here.
I'll have an officer on every
floor and I'll be at the command
centre downstairs.

JAR JAR
Mesa busten wit happiness seein
Yousa again, Annie. Deesa bad
times, bombad times.

Captain Typho leaves.

ANAKIN
She didn't even recognise me, Jar
Jar. I thought about her every
day since we parted... and she's
forgotten me completely.

JAR JAR
Shesa happy. Happier den mesa
see-en her in longo time.

OBI-WAN
Anakin, you're focusing on the
Negative again. Be mindful of your
thoughts. She was glad to see us.
Now lets check the security here.

ANAKIN
Yes, my master.

EXT. JEDI TEMPLE - EVENING
The vast Jedi Temple sits on an endless flat plain, silhouetted by a against the traffic-filled sky.

INT. JEDI TEMPLE, CORRIDOR - EVENING
MACE WINDU and YODA walk down the long hallways, silhouetted by a lit room at the end.

MACE WINDU
Why couldn't we see this attack on
the Senator?

YODA
Masking the future, is this
disturbance in the Force.

MACE WINDU
The propecy is coming true, the
Dark Side is growing.

YODA
And only those who have turned to
the Dark Side can sense the
possibilities of the future. Only
going through the Dark Side can we
see.

MACE WINDU
It's been ten years, and the Sith
still have no shown themselves.
Do you think they are behind this?

YODA
...Out there, they are. A
certainty that is.

MACE WINDU
Do you think Obi-Wan's apprentice
will be able to bring balance to
the Force?

YODA
Only if he chooses to follow his
destiny.

There is a long silence as they walk away. Only footsteps are heard.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
PADME is asleep in her bed, lit only by the light of the city outside her window coming through the blinds. ARTOO stands in the corner of the bedroom. His power is off.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN R0OM - NIGHT
ANAKIN is standing in the living room. He is in a meditative state. It is quiet. We hear DISTANT FOOTSTEPS in the corridor outside the apartment. Suddenly ANAKIN'S eyes pop open. His eyes dart around the room. He reaches for his lightsaber, then smiles and puts it back in his belt.

The door to the apartment slides open, and OBI-WAN enters.

OBI-WAN
Captain Typho has more than enough
men downstairs. No assassin will
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.

OBI-WAN checks a palm-sized view scanner he has pulled out of his utility belt. It shows a shot of ARTOO by the door, but no sign of PADME on the bed.

OBI-WAN
What's going on?

ANAKIN shrugs.

ANAKIN
She covered that camera. I don't
think she liked me watching her.

OBI-WAN
What is she thinking?

ANAKIN
She programmed Artoo to warn us if
there's an intruder.

OBI-WAN
It's not an intruder I'm worried
about. There are many other ways
to kill a Senator.

ANAKIN
I know, but we also want to catch
this assassin. Don't we, Master?

OBI-WAN
You're using her as bait??

ANAKIN
It was her idea... No harm will
come to her. I can sense
everything going on in that room.
Trust me.

OBI-WAN
It's too risky... and your senses
aren't that attuned, young
apprentice.

ANAKIN
And yours are?

OBI-WAN
Possibly.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
As PADME sleeps, a PROBE DROID approaches outside her window. It sends out several small arms that attach to the window, creating sparks that shut down the security system. Then a large arm cuts a small hole in the glass. A FAINT SOUND is heard as the small section of glass is removed from the window.

ARTOO wakes up, and his lights go on. The PROBE DROID freezes. ARTOO looks around, makes a PLAINTIVE LITTLE SOUND, then shuts down again. The PROBE DROID attaches a little tube to the window. TWO DEADLY LOOKING CENTIPEDE-LIKE KOUHUNS exit the tube, crawl through the blinds and head toward the sleeping PADME.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, MAIN ROOM - NIGHT
ANAKIN and OBI-WAN continue their conversation in the main room of the apartment.

OBI-WAN
You look tired.

ANAKIN
I don't sleep well, anymore.

OBI-WAN
Because of your mother?

ANAKIN
I don't know why I keep dreaming
About her now. I haven't seen her
since I was little.

OBI-WAN
Dreams pass in time.

ANAKIN
I'd rather dream of Padm . Just
Being around her again is...
intoxicating.

OBI-WAN
Mind 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. They're not to be
trusted.

ANAKIN
She's not like the others in the
Senate, Master.

OBI-WAN
It's been my experience that
Senators are only focused on
pleasing those who fund their
campaigns... and they are more
than willing to forget the
niceties of democracy to get those
funds.

ANAKIN
Not another lecture, Master. Not
on the economics of politics....
It's too early in the morning... and
besides, you're generalising. The
Chancellor doesn't appear to
be corrupt.

OBI-WAN
Palpatine's a politician, I've
observed that he is very clever at
following the passions and
prejudices of the Senators.

ANAKIN
I think he is a good man. My
instincts are very positive
about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN
I sense it, too.

INT. SENATE BUILDING, AMIDALA'S APARTMENT, BEDROOM - NIGHT
ARTOO sounds an alarm and shines a light on the bed. THE KOUHUNS are inches from PADME'S face. Their mouths are open, and wicked stinger tongues flick out.


OBI-WAN and ANAKIN burst into the room. The KOUHUNS stand on their hind legs and hiss as PADME wakes up. ANAKIN throws himself in front of her, whacking in half the deadly creatures with his lightsaber.

OBI-WAN sees the DROID outside the window and raqces straight at it, crashing through the blinds as he goes through the window.

EXT. WINDOW LEDGE, APARTMENT BUILDING - NIGHT
OBI-WAN flies through the glass window and flings himself at the PROBE DROID, grabbing onto the deadly machine before it can flee. The PROBE DROID sinks under the weight of OBI-WAN but manages to stay afloat and fly away, with the Jedi hanging on for dear life, a hundred stories above the city.

INT. SENATE BUILDING, AMIDALA'S APARTMENT - NIGHT
ANAKIN and PADME stare at the sight of OBI-WAN being carried off by the DROID. ANAKIN turns to her. She pulls her nightdress around her shoulders.

ANAKIN
Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORME, enter the room as Anakin dashes out.

EXT. CITYSCAPE, CORUSCANT - NIGHT
The PROBE DROID sends several protective electrical shocks across its surface, causing OBI-WAN to almost lose his grip. As they dart in and out of the speeder traffic, OBI-WAN disconnects a wire on the back of the DROID. Its power shuts off! OBI-WAN and the DROID drop like rocks. OBI-WAN realises the error of his ways and quickly puts the wire back. The DROID'S systems light up again and it takes off.

EXT. SENATE APARTMENTS - ENTRANCE - NIGHT
ANAKIN charges out of the building and runs to a line of parked speeders. He vaults into an open one and takes off, gunning it fast toward the lines of speeder traffic high above.

EXT. CITYSCAPE, CORUSCANT - NIGHT
The DROID bumps against a wall, hoping to knock the Jedi loose. It moves behind a speeder afterburner to scorch him. It takesthe JEDI wildly between buildings and finally skims across a rooftop as OBI-WAN is forced to lift his legs, tenaciously hanging onto the DROID. The DROID heads for a dirty, beat-up speeder hidden in an alcove of a building about twenty stories up. When the pilot of the speeder, a scruffy bounty hunter called ZAM WESELL, sees the DROID approach with OBI-WAN hanging on, she pulls a long rifle out of the speeder and starts to fire at the JEDI. EXPLOSIONS burst all around OBI-WAN.

OBI-WAN
I have a bad feeling about this.

FINALLY, the DROID suffers a direct hit and blows up. OBI-WAN falls fifty stories, until a speeder drops down next to him, and he manages to grab onto the back end of the speeder and haul himself toward the cockpit. The JEDI struggles to climb into the passenger seat of the open speeder and sit down next to the driver, ANAKIN.

ANAKIN
That was wacky! I almost lost you
in the traffic.

OBI-WAN
What took you so long?

ANAKIN
Oh, you know, Master, I couldn't
find a speeder I really liked,
with an open cockpit... and with
the right speed capabilities...
and then you know I had to get a
really gonzo color...

They zoom upward in hot pursuit of ZAM asshe fires out the open window at them with her laser pistol.

OBI-WAN
If you'd spend as much time
working on your saber skills as
you do on your wit, young Padawan,
you would rival Master Yoda as a
swordsman.

ANAKIN
I thought I already did.

OBI-WAN
Only in your mind, my very young
apprentice. Careful!! Hey, easy!!

As this conversation is going on, ANAKIN deftly moves in and out of the oncoming traffic, across lanes, between buildings, and miraculously through a construction site. ZAM WESELL continues firing at them.

ANAKIN
Sorry, I forgot you don't like
flying, Master.

OBI-WAN
I don't mind flying... but
what you're doing is suicide!

They barely miss a commuter train

ANAKIN
Master, you know I've been flying
since before I could walk. I'm very
good at this.

OBI-WAN
Just slow down!

ZAM WESSEL and the JEDI race through a line of cross-traffic made up of giant trucks. The speeders bank sideways as they slide around right-angle turns between buildings. ZAM races into a tram tunnel.

OBI-WAN
(continuing)
Wait! Don't go in there!

ANAKIN zooms into the tunnel after ZAM. They see a tram coming at them. They brake, turn around, and race out, barely ahead of the charging commuter transport.

OBI-WAN
(continuing)
You know I don't like it when you
do that!

ANAKIN
Sorry, Master. Don't worry, this
guy's gonna kill himself any
minute now!

ZAM WESSEL turns into oncoming traffic, deliberately trying to throw the JEDI off. Oncoming speeders swerve, trying to avoid ZAM and the JEDI. ZAM does a quick, tight loop-over and ends up behind the JEDI. She is now in a much better position to fire at them with her laser pistol. To avoid being hit by the laser bolts, ANAKIN slams on the brakes and moves alongside ZAM. She now fires point-blank at OBI-WAN.

OBI-WAN
What are you doing? He's gonna
blast me!

ANAKIN
Right - this isn't working.

ANAKIN slides underneath Zam's speeder. They race along in traffic, one speeder right on top of the other. The BOUNTY HUNTER skims over the rooftops, causing ANAKIN to drop behind. ANAKIN goes through his gears, zooming around traffic. They race at high speed across a wide, flat surface of the city planet. A large spacecraft almost collides with them as it attempts to land. They round a corner and clip a flag, which gets caught on one of the front air scoops.

OBI-WAN
That was too close!

ANAKIN
Clear that!

OBI-WAN
What??

ANAKIN
Clear the flag! We're losing
power! Hurry!

OBI-WAN leans out of the speeder, then crawls out onto the front engine, pulling the flag free of the scoop. The speeder lurches forward with a surge of power.

OBI-WAN
Whooooaaa! Don't do that! I
don't  like it when you do that!

ANAKIN
So sorry, Master.

They chase the BOUNTY HUNTER through a power refinery.

OBI-WAN
It's dangerous near those power
couplings! Slow down! Don't go
through there!

Huge electrical bolts shoot between the buildings as the speeders pass.

OBI-WAN
(continuing)
Yiiii, what are you doing?

ANAKIN
Sorry, Master!

OBI-WAN
(sarcastically)
Oh, that was good...

ANAKIN
That was crazy!!!

ZAM slides around a corner sideways, blocking an alley, firing point-blank as ANAKIN approaches.

ANAKIN
(continuing)
Ahh, damn.

OBI-WAN
Stop!!

ANAKIN
No, we can make it.

ANAKIN barely misses the BOUNTY HUNTER'S speeder as he dives under it, and through a small gap in the building hitting several pipes and going wildly out of control. ANAKIN struggles to regain control of the speeder, narrowly missing a crane, barely clipping a pair of giant struts. A giant gasball shoots up, causing ANAKIN to spin and bump a building, stalling the speeder.

OBI-WAN
I'm crazy... I'm crazy... I'm
crazy.

ANAKIN
But it worked... we made it.

OBI-WAN
(angrily)
It didn't work... we've stalled!
And you almost got us killed!

ANAKIN
I think we're still alive.

ANAKIN works to get the speeder started. It quickly races to life.

OBI-WAN
(very angrily)
It was stupid!

ANAKIN
(sheepishly)
I could have made it...

OBI-WAN
(furious)
But you didn't!!! And now we've
lost him.

Suddenly, there is an ambush. Laser bolts fire everywhere. EXPLOSIONS surround them. They look up to see ZAM WESSEL take off.

ANAKIN
No we didn t...

Out of a cloud of smoke and ball of flames the JEDI tear after ZAM. They are smoking. OBI-WAN slaps out the small fire on the dashboard. ZAM goes up and down, through cross-traffic. There is a near miss as a speeder almost hits them. ZAM turns down and left between two buildings. ANAKIN pulls up and to the right

OBI-WAN
Where are you going?! He went
down there, the other way.

ANAKIN
This is a shortcut... I think.

OBI-WAN
What do you mean,  You think? 
What kind of shortcut?! He went
completely the other way! You ve
lost him!

ANAKIN
Master, if we keep this chase
going, that creep s gonna end up
deep fried. Personally, I d very
much like to find out who in the
hell he is and who he s working
for...

OBI-WAN
(sarcastic)
Oh, so that s why we re going in
the wrong direction.

ANAKIN turns up a side street, zooming up several small passageways, then stops, hovering about fifty stories up.

OBI-WAN
(continuing)
Well, you lost him.

ANAKIN
I m deeply sorry, Master.

ANAKIN looks around front and back. He spots something. He seems to
start counting to himself as he watches something below approach.

ANAKIN
(continuing)
Excuse me for a moment.

ANAKIN jumps out of the speeder. OBI-WAN looks down and sees Zam s speeder about five stories below them cruising past. ANAKIN miraculously lands on top of the Bounty Hunter s speeder. The speeder wobbles under the impact. ZAM looks up and realises what has happened.

ZAM takes off, and ANAKIN slides to the back strut and almost slips off, but manages to hang on. ANAKIN works his way back to the speeder s cockpit, just as ZAM stops suddenly, and ANAKIN flies forward to the left front fork. ZAM shoots at him with a laser pistol. There is a BLAST near ANAKIN'S hand, which breaks off a piece of the speeder. ANAKIN slides to the right fork of the speeder, where ZAM can t reach him. He scrambles to the top, holding onto an air scoop.

OBI-WAN has jumped into the driver s seat of his speeder and is deftly gaining on the rogue speeder. The two speeders dive through oncoming traffic and then through cross traffic. Finally, ANAKIN is able to get hold of his lightsaber and starts to cut his way through the roof of the speeder. ZAM takes out her laser pistol and starts firing at the helpless JEDI, knocking the sword out of his hand. OBI-WAN races under the speeder and catches the Jedi weapon in the passenger s seat.

ANAKIN sticks his hand into the cockpit and, using the Force, pulls the gun out of ZAM S hand. She grabs the Jedi s hand, and they struggle for the weapon. It goes off, blowing a hole in the floor of the speeder. The speeder careens wildly out of control. ZAM struggles to pull the speeder out of it s nose dive. OBI-WAN gets slowed down by traffic and loses sight of the Bounty Hunter s speeder.

Just as the dragster is about to nose dive into the ground, ZAM pulls it out, and it slides hard on the pavement in a shower of sparks. ANAKIN goes flying into the street.

EXT. ENTERTAINMENT STREET - NIGHT
ZAM exits the crashed speeder and runs. ANAKIN picks himself up off the pavement and runs down the very crowded street.

It's the seedy underbelly of the city. Broken sidewalks, garish lights reflected on the filthy puddles. It's pretty crowded with various ALIEN LOW-LIFES, PANHANDLING DROIDS, and the occasional group of UPPERCLASS SLUMMERS.

ANAKIN barges into several of them as he chases after the fleeing ZAM. He loses the Bounty Hunter in the crowd, them sees him again. The young Jedi is having a very difficult time getting through the crowd.

Ahead, ZAM turns in through a door and disappears.

A nightclub sighs is flashing over the door. ANAKIN is just about to follow ZAM when there is a sudden swirl of litter from downthrusters. PEOPLE start moving out of the way, and the open speeder lands in the street beside him. OBI-WAN gets out and walks over, holding out ANAKIN'S lightsaber.

OBI-WAN
Anakin!

ANAKIN
She went into that club, Master.

OBI-WAN
Patience.

OBI-WAN hands ANAKIN the lightsaber.

OBI-WAN
(continuing)
Here. Next time try not to lose it.

ANAKIN
Sorry, Master.

ANAKIN reaches for the lightsaber, but OBI-WAN holds it back.

OBI-WAN
A Jedi's saber is his most
precious possession.

ANAKIN
Yes, Master.

He reaches for the lightsaber, OBI-WAN pulls it back.

OBI-WAN
He must keep it with him at all
times.

ANAKIN
I know, Master.

OBI-WAN
This weapon is your life!

ANAKIN
I've heard this lesson before...

OBI-WAN finally holds out the lightsaber and ANAKIN grabs it.

OBI-WAN
But, you haven't learned anything,
Anakin.

ANAKIN
I try, Master.

INT. NIGHTCLUB - NIGHT
OBI-WAN and ANAKIN enter the nightclub bar, and everyone stares at them

OBI-WAN
Why do I think you are going to be
the death of me?!

ANAKIN
Don't say that Master... You're
the closest thing I have to a
father... I love you. I don't want
to cause you pain.

OBI-WAN
Then why don't you listen to me?!

ANAKIN
I will. I'll do better, I promise.

OBI-WAN
Do you see him him?

ANAKIN
I think he's a she...

OBI-WAN
Then be extra careful...
(nods to a room)
Check it out.

OBI-WAN goes away.

ANAKIN
Where are you going, Master?

OBI-WAN
To get a drink.

OBI-WAN heads for the bar. ANAKIN blinks in surprise, then moves into the room, where ALIEN FACES look back at him with hostility, suspicion, and invitation as he moves among the tables. OBI-WAN arrives at the bar. He signals the BARMAN.

CLOSE - Somewhere in the room a HAND moves to a pistol in its holster and unsnaps the safety catch. At the bar, a glass is placed in from of OBI-WAN. A drink is poured. He lifts the glass.

ELAN SLEAZEBAGGANO
Wanna buy some death sticks?

OBI-WAN looks at him. He moves his fingers slightly.

OBI-WAN
You don't want to sell me death-
sticks.

ELAN
I don't want to sell you death-
sticks.

OBI-WAN moves his fingers.

OBI-WAN
You want to go home and rethink
your life.

ELAN
I want to go home and rethink my
life.

He leaves. OBI-WAN lifts the drink and tosses it back.

CLOSE. The gun is drawn from its holster and held down out of sight. The BOUNTY HUNTER starts to move toward the bar.

ANAKIN checks out ALIEN FACES. OBI-WAN signals for another drink. The gun moves toward his unsuspecting back.

The drink is poured. OBI-WAN reaches for it. The gun is raised to aim directly at his back, and suddenly OBI-WAN turns fast. His lightsaber flashes. There is a shrill SCREAM and ZAM'S ARM hits the floor. The gun drops from its twitching fingers. Blood spreads.

The room is silent. ALIENS rise menacingly from their seats, and ANAKIN is suddenly at OBI-WAN's side, his lightsaber glowing.

ANAKIN
Easy... Official business. Go
back to your drinks.

Slowly, the ALIENS sit. Conversation resumes. Onstage, THE PERFORMERS pick up their routine. OBI-WAN and ANAKIN lift ZAM and carry her out.

EXT. ALLEY OUTSIDE NIGHTCLUB - NIGHT
OBI-WAN and ANAKIN carry ZAM into the alley and lower her to the ground. OBI-WAN attends to her wounded shoulder. She stares up hatefully at ANAKIN. She winces in pain, then nods.

OBI-WAN
Do you know who it was you were
trying to kill?

ZAM WESSEL
The Senator from Naboo.

OBI-WAN
Who hired you?

ZAM glares at OBI-WAN.

ZAM WESSEL
It was just a job.

ANAKIN
Tell us!

ZAM WESSEL
That Senator's gonna die soon
anyway, and the next one won't
make the same mistake I did...

OBI-WAN
This wound's going to need
treatment.

ANAKIN
Who hired you? Tell us... tell us
now!

ZAM glares hatefully.

ZAM
It was a Bounty Hunter called...

There is a sudden FTZZZ sound. ZAM twitches. She blinks in surprise and dies.

There is a WEOOSH from above. OBI-WAN and ANAKIN look up yo see an ARMOURED ROCKET-MAN taking off from a roof high above. OBI-WAN looks down at ZAM. He touches her neck and pulls out a small, wicked-looking dart.

OBI-WAN
Toxic Dart...

INT. SENATE BUILDING, AMIDALA'S APARTMENT - DAY
ANAKIN and JAR JAR stand near the door of the anteroom to PADME'S
bedroom. PADME and DORME move about packing luggage.

PADM 
Representative Binks. I know I can
count on you.

JAR JAR
Yousa betchen mesa bottums.

PADM 
What?!

JAR JAR
(coughs, recovers)
Oh, pardone-ay, Senator. I mean,
I am honoured to accept this heavy
burden. I take on this
responsibility with deep humility
tinged with an overwhelming pride.
(pompously)
It is not every day that I am
called upon to...

PADME kisses him on the cheek and gives him a hug. JAR JAR turns red.

PADM 
You're a good friend, Jar Jar. I
don't wish to hold you up. I'm
sure you have a great deal to do.

JAR JAR
Of course, M'lady.

JAR JAR bows and goes out. As he passes ANAKIN, he flashes a dazzling smile... PADME is in a very bad mood.

PADM 
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 that bounty hunter.

PADM 
(frustrated)
I haven't worked for a year to
defeat the "Military Creation Act"
not to be here when its fate is
decided.

ANAKIN
Sometimes we have to let go of our
pride and do what is requested of
us.

PADM 
Pride?!? Annie, you're young, and
you don't have a very firm grip on
politics. I suggest you reserve
your opinions for some other time.

ANAKIN
Sorry, M'lady. I was only trying
to...

PADM 
Annie! No!

ANAKIN
Please don't call me that.

PADM 
What?

ANAKIN
Annie...

PADM 
I've always called you that... it
is your name, isn't it?

ANAKIN
It's Anakin. When you say Annie
it's like I'm still a little
boy... and I'm not.

PADM 
I'm sorry, Anakin. It's impossible
to deny you've...
(looks him over)
...that you've grown up.

PADME smiles at ANAKIN. He becomes a little shy.

ANAKIN
Master Obi-Wan manages not to see
it...

PADM 
Mentors have a way of seeing more
of our faults than we would like.
It's the only way we grow.

ANAKIN
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. Only... although
I'm a Padawan learner, in some
ways... a lot of ways... I'm ahead
of him. I'm ready for the trials.
I know I am! He knows it too. He
believes I'm too unpredictable...
Other Jedi my age have gone
through the trials and made it...
I know I started my training
late... but he won't let me move
on.

PADM 
That must be frustrating.

ANAKIN
It's worse... he's overly
critical. He never listens! He
just doesn't understand! It's not
fair!

PADME cannot surpress a laugh. She shakes her head.

PADM 
I'm sorry... You sounded exactly
like that little boy I once knew,
when he didn't get his way.

ANAKIN
I'm not whining! I'm not.

PADME just smiles at him. DORME laughs in the background.

PADM 
I didn't say it to hurt you.

ANAKIN
I know...

There is a brief silence. PADME comes over to ANAKIN.

PADME
Anakin...

They look into each other's eyes for the first time.

PADM 
(continuing)
Don't try to grow up too fast.

ANAKIN
I am grown up. You said it
yourself.

ANAKIN looks deep into PADME'S eyes.

PADM 
Please don't look at me like that.

ANAKIN
Why not?

PADM 
Because I can see what you're
thinking.

ANAKIN
(laughing)
Ahh... so, you have Jedi powers
too?

DORME is watching with concern.

PADM 
It makes me feel uncomfortable.

ANAKIN
Sorry, M'lady.

ANAKIN backs away as PADME turns and goes back to her packing.

EXT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY
A small bus speeds toward the massive freighter docks of Coruscant's Industrial area. The spaceport is bustling with activity. Transports of various sizes moves supplies and passengers as giant floating cranes lift cargo out of starships. The bus stops before a huge intergalactic freighter starship. It parks in the shadows of an overhang.

INT. CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORT BUS - DAY
ANAKIN and PADME, dressed in Outland peasant outfits, get up and head for the door where CAPTAIN TYPHO, DORME and OBI-WAN are waiting to hand them their luggage. DORME is dressed to look like Senator Amidala.

CAPTAIN TYPHO
Be safe, m'lady.

PADM 
Thank you, Captain. Take good
care of Dorme... the threat's on
you two now.

DORME
He'll be safe with me.

They laugh, and PADME embraces her faithful handmaiden. DORME start to weep.

PADM 
You'll be fine.

DORME
It's not me, M'Lady. I worry
about you. What if they realise
I'm not you?

PADM 
(looks to Anakin)
Then my Jedi protector will have
to prove how grown up he is.

DORME and PADME smile. ANAKIN frowns as OBI-WAN pulls him aside.

OBI-WAN
Anakin, you stay put on Naboo.
Do not attract any attention. Do
absolutely nothing without
checking in with me or the Council.

ANAKIN
Yes, Master.

OBI-WAN
(to Padme)
I will get to the bottom of this
plot quickly, M'Lady. You'll be
back here in no time.

PADM 
I will be most grateful for your
speed, Master Jedi.

ANAKIN
Time to go.

PADM 
I know.

PADME gives DORME a last hug. ANAKIN picks up the luggage, and the TWO PEASANTS exit the speeder bus, where ARTOO is waiting for them.

OBI-WAN
May the Force be with you.

ANAKIN
May the Force be with you, Master.

They head off toward the giant Starfreighter.

PADM 
Suddenly, I'm afraid...

ANAKIN
I'm kinda scared too. This is my
first assignment on my own.

PADM 
There's nothing to worry about...
we have Artoo with us.

The two laugh.

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADME disappear into the
vastness of the spaceport with ARTOO trundling along behind them.

OBI-WAN
I hope he doesn't try anything
foolish.

CAPTAIN TYPHO
I'd be more concerned about her
doing something, than him.

EXT. FREIGHTER DOCKS - CORUSCANT - DAY
The freighter slowly takes off from the huge docks area of Coruscant. It soon moves into the crowded skies.

INT. JEDI TEMPLE, MAIN HALLWAY - LATE DAY
From high above, light streams down from the lofty ceilings. OBI-WAN crosses the floor of the great hallway, heaading for the Analysis Rooms.

INT. JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY
OBI-WAN walks past several glass cubicles where work is going on. He comes to an empty one and sits down in front of a console. A PK-4 ANALYSIS DROID comes to life. A tray slides out of the console.

PK-4
Place the subject for analysis on
the sensot tray, please.

OBI-WAN puts the dart onto the traym which retracts into the console. The DROID activates the system, and a screen lights up in from of OBI-WAN.

OBI-WAN
It's a toxic dart. I need to know
where it came from and who made it.

PK-4
One moment, please.

Diagrams and .... appear on the screem, scrolling past at great speed. OBI-WAN watches as the screen goes blank. They tray slides out.

PK-4
(continuing)
As you can see on your screen,
subject weapon does not exist in
any known culture. Markings
cannot be identified. Probablt
self-made by a warrior not
associated with any known society.

OBI-WAN
Excuse me? Could you try again
please?

PK-4
Master Jedi, our records are very
thorough. they cover eight
percent of the galaxy. If I can't
tell you where it came from,
nobody can.

OBI-WAN picks up the dart and looks at it, then looks to the DROID.

OBI-WAN
Thanks for your assistance! You
may not be able to figure this
out, but I think I know someone
who might.

EXT. SPACE, STARSHIP FREIGHTER
The massive, slow-moving Freighter suddenly zooms away into lightspeed.

INT. STARFREIGHTER, STORAGE HOLD - DAY
The great, gloomy hold is crowded with EMIGRANTS and their belongings. To one side ARTOO is coming to the head of a food line, where SERVERS are ladling out bowls of mush. ARTOO holds two bowls.

SERVER
Keep moving! Keep moving!

ARTOO slips tube into a tub of mush and sucks up a large quantity. With one of his little claw-arms, he grabs several chunks of something that looks like brown bread. A SERVER sees him.

FOOD SERVER
(continuing)
Hey! No Droids!

ARTOO takes one last big suck and heads away from the food line. The SERVER shouts after him angrily. The little droid moves past groups of eating or sleeping EMIGRANTS and comes to where ANAKIN is sound asleep. The young Jedi seems to be having a nightmare. He is very restless.

ANAKIN
No, no, Mom, no...

He is sweating. PADME leans over to wipe some of the sweat from his forehead. He wakes up with a start, then realises where he is. PADME simply looks at him. He stares back, somewhat confused. ARTOO fills up two bowls with mush.

ANAKIN
(continuing)
What?

PADM 
You seemed to be having a
nightmare.

ANAKIN looks at PADME a little more closely, trying to see if he has revealed any of his secrets. She hands him a bowl of mush and bread.

PADM 
(continuing)
Are you hungry?

ANAKIN
Thank you.

PADM 
We went into lightspeed a while
ago.

ANAKIN looks into PADME'S eyes.

ANAKIN
I look forward to seeing Naboo
again. I've thought about it every
day since I left. It's by far the
most beautiful place I've ever
seen...

PADME is a little unnerved by his intense stare.

PADM 
You were just a little boy then.
It may not be as you remember it;
time changes your perception.

ANAKIN
I think time has given me much
more mature feelings to enhance my
perception.

PADM 
It 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...

ANAKIN
Or be with the people I love.

PADM 
Are you allowed to love? I
thought that was forbidden for a
Jedi.

ANAKIN
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
we're encouraged to love.

PADM 
You have changed so much

ANAKIN
You haven't changed a bit. You're
exactly the way I remember you in
my dreams. I doubt if Naboo has
changed much either.

PADM 
It hasn't...

ANAKIN
I can't wait to breathe the sweet
breeze that comes off the rolling
hills. Whenever I try to
visualise the Force, those hills
are what I see.

ANAKIN looks at PADME when he says this.

ANAKIN
(continuing)
I love Naboo.

There is an awkward moment.

PADM 
(changing the subject)
Were you dreaming about you
mother earlier, weren't you?

ANAKIN
Yes... I left Tatooine so long
ago, my memory of her is fading.
I don't want to lose it. Recently
I've been seeing her in my
dreams... vivid dreams... scary
dreams. I worry about her.

PADME gives ANAKIN a sympathetic look.

EXT. CORUSCANT, DOWNTOWN, BACK STREET - MORNING
OBI-WAN walks down the street. It is a pretty tough part of town. Old buildings, warehouses, beat up speeders and transporter rigs occasional "shiny freighters" hissing through.

OBI-WAN comes to a kind of alien diner. On the steamed-up windowa it says "DEX'S DINER" in alien lettering. He goes inside.

INT. CORUSCANT, DEX'S DINER - MORNING
A young waitress, HERMIONE BAGWA, is wiping off a booth tabletop. There is a counter with stools and a line of booths along the wall by the window. A number of CUSTOMERS are eating - TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS etc. HERMIONE looks up as OBI-WAN comes in.

HERMIONE
Can I help ya?

OBI-WAN
I'm looking for Dexter.

HERMIONE'S eyes narrow.

HERMIONE BAGWA
Waddya want him for?

OBI-WAN
He's not in trouble. It's
personal.

HERMIONE stares at OBI-WAN. There is a brief pause. Then she goes to the open serving hatch behind the counter.

HERMIONE BAGWA
Someone to see ya, honey
(lowering her voice)
A Jedi, by the looks of him.

Steam billows out from the kitchen hatch behind the counter as a huge head pokes through.

DEXTER JETTSTER
Obi-Wan!

OBI-WAN
Hey, Dex.

DEXTER JETTSTER
Take a seat! Be right with ya!

OBI-WAN sits in a booth.

HERMIONE BAGWA
You want a cup of ardees?

OBI-WAN
Thank you.

HERMIONE moves off as the door to the counter opens and DEXTER JETTSTER appears. He is big - bald and sweaty, old and alien. Not someone to tangle with. He arrives, beaming hugely.

DEXTER JETTSTER
Hey, ol' buddy!

OBI-WAN
Hey, Dex.

DEXTER eases himself into the seat opposite OBI-WAN. He can just make it. HERMIONE sets two mugs of steaming ardees in from of them.

DEXTER JETTSTER
So, my friend. What can I do for
ya?

OBI-WAN
You can tell me what this is.

OBI-WAN places the dart on the table between them. DEX'S eyes widen. He puts down his mug.

DEXTER JETTSTER
Well, whattaya know...

DEXTER picks up the dart delicately between his puffy fingers and peers at it.

DEXTER JETTSTER
(continuing)
I ain't seen one of these since I
was prospecting on Subterrel
beyond the Outer Rim!

OBI-WAN
Do you know where it came from?

DEXTER grins. He puts the dart down between them.

DEXTER JETTSTER
This baby belongs to them cloners.
What you got here is a Kamino
Kyberdart.

OBI-WAN
Kamino Kyberdart... I wonder why
it didn't show up in any analysis
archive.

DEXTER JETTSTER
It's these funny little cuts on
the side give it away...
Those analysis droids you've got
over there only focus on symbols,
you know. I should think you Jedi
would have more respect for the
difference between knowledge and
wisdom.

OBI-WAN
Well, Dex, if droids could think, we
wouldn't be here, would we?
(laughing)
Kamino... doesn't sound familiar.
Is it part of the Republic?

DEXTER JETTSTER
No, it's beyond the Outer Rim.
I'd say about twelve parsecs
outside the Rishi Maze, toward the
south. It should be easy to find,
even for those droids in your
archive to find. Those Kaminoans
keep to themselves. They're
cloners. Damned good ones, too.

OBI-WAN then picks up the dart, holding it midway between them.

OBI-WAN
Cloners? Are they friendly?

DEXTER JETTSTER
It depends.

OBI-WAN
On what, Dex?

Dexter grins.

DEXTER JETTSTER
On how good your manners are...
and how big your pocketbook is...

EXT. NABOO SPACEPORT - DAY
The Starfreighter lands in the giant port city of Theed.

PADME, ANAKIN and ARTOO are among the EMIGRANTS streaming from the Starfreighter and into the vast docking area. They exit onto the main plaza.

EXT. NABOO PALACE, GRAND COURTYARD (NABOO) - AFTERNOON
The speeder bus pulls up and stops. PADME, ANAKIN, and ARTOO get out. The great courtyard stretches out before them, and they see the rose-colored dome of the palace on the far side. ARTOO WHISTLES. They pick up their gear and start to cross the courtyard. ARTOO trundles behind them.

ANAKIN
If I grew up here, I don't think
I'd ever leave.

PADM 
(laughing)
I doubt that.

ANAKIN
No, really. When I started my
training, I was very homesick and
very lonely. This city and my Mom
were the only pleasant things I
had to think about... The problem
was, the more I thought about my
Mom, the worse I felt. But I
would feel better if I thought
about the palace - the way it
shimmers in the sunlight - the way
the air always smells of flowers...

PADM 
...and the soft sound of the
distant waterfalls. The first
time I saw the Capital, I was very
young... I'd never seen a
waterfall before. I though they
were so beautiful... I never
dreamed one day I'd live in the
palace.

ANAKIN
Well, tell me, did you dream of
power and politics when you were
a little girl?

PADM 
(laughing)
No! That was the last thing I
thought of. My dream was to help
in the "Refugee Relief Movement."
I never thought of running for
elected office. But the more
history I studied, the more I
realised how much good politicians
could do. So when I was eight, I
joined the "Apprentice
Legislators", then later on became
a Senatorial advisor, with such a
passion that, before I knew it, I
was elected Queen. Partly because
I scored so high on my education
certificate, but for the most part
it was my conviction that reform
was possible. 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
tried to amend the Constitution so
you could stay in office.

PADM 
Popular rule is not democracy,
Annie. It gives the people what
they want, not what they need.
And, truthfully, I was relieved
when my two terms were up. So
were my parents. They worried
About me during the blockade and
couldn't wait for it all to be
over. Actually, I was hoping to
have a family by now... My
sisters have the most amazing,
wonderful kids... but when the
Queen asked me to serve as
Senator, I couldn't refuse her.

ANAKIN
I agree! I think the Republic
needs you... I'm glad you chose
to serve. I feel things are going
to happen in our generation that
will change the galaxy in profound
ways.

PADM 
I think so too.

ANAKIN and PADME walk toward the palace. ARTOO continues to follow.

INT. NABOO PALACE, THRONE ROOM - AFTERNOON
QUEN JAMILLIA is seated on the throne, flanked by SIO BIBBLE and a COUPLE OF ADVISORS. FOUR HANDMAIDENS stand close by, and GUARDS are at the doors.

QUEEN JAMILLIA
We've been worried about you.
(takes her hand)
I'm so glad you're safe, Padm .

PADM 
Thank you, Your Highness. I only
Wish I could have served you
better by staying on Coruscant for
the vote.

SIO BIBBLE
Given the circumstances, Senator,
you know it was the only decision
Her Highness could have made.

QUEEN JAMILLIA
How many systems have joined Count
Dooku and the separatists?

PADM 
About two hundred. And more are
leaving the Republic every day.
If the Senate votes to create an
army, I'm sure it's going to push
us into a civil war.

SIO BIBBLE
It's unthinkable! There hasn't
been a full-scale war since the
formation of the Republic!

QUEEN JAMILLIA
Do you see any way, through
negotiations, to bring the
separatists back into the Republic?

PADM 
Not if they feel threatened. The
separatists don't have an army,
but if they are provoked, they
will move to defend themselves.
I'm sure of that. And with no time
or money to build an army, my
guess is they will turn to the
Commerce Guilds or the Trade
Federation for help.

QUEEN JAMILLIA
The armies of commerce! Why has
Nothing been done in the Senate
to restrain them?

PADM 
I'm afraid that, despite the
Chancellor's best efforts, there
are still many bureaucrats,
judges, and even Senators on the
payrolls of the Guilds.

SIO BIBBLE
It's outrageous! After all of
those hearings, and the four trials in
the Supreme Court, Nute Gunray is
still the Viceroy of the Trade
Federation. Do those money
mongers control everything?

QUEEN JAMILLIA
Remember, Counsellor, the courts
were able to reduce the
Federation's armies. That's a
move in the right
direction.

PADM 
There are rumours, Your Highness,
that the Federation Army was not
reduced as they were ordered.

ANAKIN
The Jedi have not been allowed to
investigate. It would be to be too
dangerous for the economy, we were
told.

QUEEN JAMILLIA
We must keep our faith in the
Republic. The day we stop
believing democracy can work is
the day we lose it.

PADM 
Let's pray that day never comes.

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

SIO BIBBLE signals. All the other ADVISORS and ATTENDANTS bow and leave the room.

SIO BIBBLE
(to Anakin)
What is your suggestion, Master
Jedi?

PADM 
Anakin's not a Jedi yet, Counsellor.
He's still a Padawan learner. I
was thinking...

ANAKIN
(nettled)
Hey, hold on a minute!

PADM 
Excuse me! I was thinking I would
stay in the Lake Country. There
are some places up there that are
very isolated.

ANAKIN
Excuse me?! I am in charge of
security here, M'Lady.

SIO BIBBLE and QUEEN JAMILLIA exchange a look. Something is going on here.

PADM 
Annie, my life is at risk, and
this is my home. I know it very
well... that is why we're here.
I think it would be wise for you
to take advantage of my knowledge
in this instance.

ANAKIN
(takes a deep breath)
Sorry, M'Lady.

SIO BIBBLE
(to Anakin, amused)
She is right. The Lake Country is
the most remote part of Naboo.
Not many people and a clear view
of the surrounding terrain.

QUEEN JAMILLIA
Perfect. It's settled then.

ANAKIN glares at PADME. Then QUEEN JAMILLIA gets up, and they all start to leave.

QUEEN JAMILLIA
(continued)
Padm , I had an audience with your
father yesterday. I told him what
was happening. He hopes you will
visit your mother before you
leave... your family's very
worried about you.

PADME looks worred. They ALL exit down the main staircase.

EXT. JEDI TEMPLE - DAY
The main entrance at the base of the huge temple is bustling with activity. All sorts of JEDI are coming and going.

INT. JEDI TEMPLE, ARCHIVES LIBRARY - DAY
A bronze bust of Count Dooku, stands among a line of other busts of Jedi in the Archive Room. OBI-WAN stands in front it, studying the striking features of the chiselled face.

On the walls, lighted computer panels seem to stretch into infinity. Farther along the room in the background, FIVE JEDI are seated at tables, studying archival material.

After OBI-WAN studies the bust for a few moments before MADAME JOCASTA NU, the Jedi Archivist is standing next to him. She is an elderly, frail-looking human Jedi. Tough as old boots and smart as a whip.

JOCASTA NU
Did you call for assistance?

OBI-WAN
(distracted in thought)
Yes... yes, I did...

JOCASTA NU
He has a powerful face, doesn't
he? He was one of the most
brilliant Jedi I have had the
privilege of knowing.

OBI-WAN
I never understood why he quit.
Only twenty Jedi have ever left
the Order.

JOCASTA NU
(sighs)
The Lost Twenty... and Count Dooku
was the most recent and the most
painful. No one likes to talk
about it. His leaving was a great
loss to the Order.

OBI-WAN
What happened?

JOCASTA NU
Well, one might say, he was always
a bit out of step with the
decisions of the Council... much
like your old Master, Qui-Gon Jinn.

OBI-WAN
(surprised)
Really?

JOCASTA NU
Oh, yes. They were alike in many
ways. Very individual thinkers...
idealists...

JOCASTA NU stares at the bust

JOCASTA NU
(continuing
He was always striving to become
a more powerful Jedi. He wanted
to be the best. With a lightsaber,
in the old style of fencing, he
had no match. His knowledge of
the Force was... unique. In the
end, I think he left because he
lost faith in the Republic. He
believed that politics were
corrupt, and he felt the Jedi
betrayed themselves by serving the
politicians. He always had very
high expectations of government.
He disappeared for nine or ten
years, then he just showed up
recently as the head of the
separatist movement.

OBI-WAN
Interesting... I'm still not sure
I understand.

JOCASTA NU
Well, I'm sure you didn't call me
over here for a history lesson.
Are you having a problem, Master
Kenobi?

OBI-WAN
Yes, I'm trying to find a planet
system called Kamino. It doesn't
seem to show upon any of the
archive charts.

JOCASTA NU
Kamino? It's not a system I'M
familiar with... Let me see...

JOCASTA NU leans over OBI-WAN'S shoulder, looking at the screen.

JOCASTA NU
(continuing)
Are you sure you have the right
co-ordinates?

OBI-WAN
(nodding)
According to my information, it
should be in this quadrant
somewhere... just south of the
Rishi Maze.

JOCASTA NU taps the keyboard and frowns.

JOCASTA NU
No co-ordinates? It sounds like the
kind of directions you'd get from
a street tout... some old miner or
Furbog trader.

OBI-WAN
All three actually.

JOCASTA NU
Are you sure it exists?

OBI-WAN
Absolutely.

JOCASTA NU
Let me do a gravitational scan.

OBI-WAN and JOCASTA NU studt the star map hologram.

JOCASTA NU
There are some inconsistencies
here. Maybe the planet you're
looking for was destroyed.

OBI-WAN
Wouldn't that be on record?

JOCASTA NU
It ought to be. Unless it was very
recent.
(shakes her head)
I hate to say it, but it looks
like the system you're searching
for doesn't exist.

OBI-WAN
That's impossible... perhaps the
archives are incomplete.

JOCASTA NU
The archives are comprehensive and
totally secure, my young Jedi.
One thing you may be absolutely
sure of - if an item does not
appear in our records, it does not
exist!

OBI-WAN stares at her, then looks back at the map.

EXT. THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON
PEOPLE are passing through the little street, OLD MEN are sunning themslves, WOMEN are gossipping, KIDS are playing. ANAKIN, PADME and ARTOO turn onto a side street. ANAKIN is back in his Jedi robes. PADME wear a beautiful simple dress. She stops, beaming.

PADME
There's my house!

PADME starts forward; ANAKIN hangs back.

PADME
(continuing)
What? Don't say you're shy!

ANAKIN
(untruthfully)
No, but I...

Suddenly, there are shouts from two little girils, RYOO (age 6) and POOJA (age 4). They come running toward PADME.

RYOO   POOJA
Aunt Padme!! Aunt Padme!!

PADME
Ryoo!! Pooja!!

PADME scoops up RYOO and POOJA and hugs them.

PADME
(continuing)
I'm so happy to see you! This is
Anakin. Anakin, this is Ryoo, and
this is Pooja.

ANAKIN and the GIRLS say hello shyly. Then:

RYOO   POOJA
Artoo!!!

As they see the droid, they hug him. ARTOO WHISTLES and BEEPS. PADME laughs. ANAKIN and PADME go on toward the house. The GIRLS stay and play with ARTOO.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON
SOLA, PADME'S beautiful older sister, comes in from the kitchen carrying a big bowl of food.

SOLA
(over her shoulder)
They're eating over at Jev
Narran's later, Mom. They just
had a snack. They'll be fine.

SOLA puts the bowl down on the table, where ANAKIN, PADME and RUWEE NABERRIE (Padme's father) are coming into the room.

PADME
Anakin, this is my sister, Sola.

SOLA
Hello, Anakin.

ANAKIN
Hello.

SOLA sits, as JOBAL NABERRIE (Padme's mother) comes in with a heaped bowl of steaming food.

JOBAL
You're just in time for dinner. I
hope you're hungry, Anakin.

ANAKIN
A little.

PADME
He's being polite, Mom. We're
starving.

RUWEE
(grinning)
You came to the right place at the
right time. Sit down, son.

EVERYONE sits and starts passing food.

JOBAL
(to Padme)
Honey, it's so good to see you
safe. We were so worried.

PADME gives JOBAL a dirty look. RUWEE smiles as he watches.

RUWEE
Dear...

JOBAL
I know, I know... but I had to say
it. Now it's done.

SOLA
Well, this is exciting! Do you
know, Anakin, you're the first
boyfriend my sister's ever brought
home?

PADME
(rolls her eyes)
Sola!! He isn't my boyfriend!
He's a Jedi assigned by the Senate
to protect me.

JOVAL
A bodyguard?! Oh, Padme! They
didn't tell us it was that serious!

PADME
It's not, Mom, I promise.
(glances at Jobal)
Anyway, Anakin's a friend. I've
known him for years. Remember
that little boy who was with the
Jedi during the blockade crisis?

They nod.

PADME
(continuing)
He grew up.

JOBAL
Honey, when are you going to
settle down? Haven't you had
enough of that life? I certainly
have!

PADME
Mom, I'm not in any danger.

RUWEE
(to Anakin)
Is she?

ANAKIN
...Yes... I'm afraid she is.

PADME
(quickly)
But not much.

EXT. PADME'S PARENTS' GARDEN - AFTERNOON
ANAKIN and RUWEE are walking.

RUWEE
Sometimes I wish I'd traveled
more... but I must say, I'm happy
here.

ANAKIN
Padme tells me you teach at the
university?

RUWEE
(nodding)
Yes, and before that, I was a
builder. I also worked for the
Refugee Relief Movement, when I
was very young.

INT. PADME'S PARENTS' HOUSE, MAIN ROOM - AFTERNOON
PADME, SOLA and JOBAL are clearing the table.

SOLA
Why haven't you told us about him?

PADM 
What's there to talk about?  He's
just a boy.

SOLA
A boy? Have you seen the way he
looks at you?

PADM 
Sola - stop it!

SOLA
It's obvious he has feelings for
you. Are you saying, little baby
sister, that you haven't noticed?

PADM 
I'm not your baby sister, Sola.
Anakin and I are friends... our
relationship is strictly
professional.
(to Jobal)
Mom, would you tell her to stop it?

SOLA
(laughing)
Well, maybe you haven't noticed
the way he looks at you. I think
you're afraid to.

PADM 
Cut it out.

JOBAL
Sola's just concerned... we all
are.

PADM 
Oh, Mom, you're impossible. What
I'm doing is important.

JOBAL
You've done your service, Padm .
It's time you had a life of your
own. You're missing so much!

EXT. PADME'S PARENTS' GARDEN - AFTERNOON
ANAKIN and RUWEE are walking in the garden. RUWEE stops and faces ANAKIN directly.

RUWEE
Now tell me, son. How serious is
this thing? How much danger is my
daughter really in?

ANAKIN
There have been two attempts on
her life. Chances are there'll be
more. My Master is tracking down
the assassins. I'm sure he'll find
out who they are. This situation,
won't last long.

RUWEE
I don't want anything to happen to
her.

ANAKIN
I don't either.

INT. PADME'S PARENTS' HOUSE, PADME'S ROOM - AFTERNOON
PADME throws some things into a bag.

PADME
Don't worry, this won't take long.

ANAKIN
I just want to get there before
dark.

PADME goes on packing. ANAKIN looks around the room.

ANAKIN
(continuing)
You still live at home.

PADME
I move around so much, I've never
had a place of my own. Official
residences have no warmth. I feel
good here. I feel at home.

ANAKIN
I never had a real home. Home was
always where my Mom was.

ANAKIN picks up a framed hologram.

ANAKIN
(continuing)
Is this you?

The hologram shows Padme at age seven or eight surrounded by forty or fifty little green creatures. She is holding one in her arms. They are all smiling hugely.

PADME
That was when I went with the
Relief Group to Shadda-Bi-Boran.
Their sun was imploding, and the
planet was dying. I was helping
to relocate the children. See
that little one I'm holding? His
name was N'a-kee-tula, which means
sweethear. He was so full of
life,. All those kids were. I did
everything I could to save him,
but he died... they all did. They
were never able to adapt... to
live off their native planet.

ANAKIN picks up another hologram. It shows PADME at age ten or eleven. She is wearing official robes and standing between two robed legislators. Her expression is severe.

PADME
(continuing)
My first day as an Apprentice
Legislator. Notice the difference?

PADME pulls a face. ANAKIN grins. She continues packing. ANAKIN sets the two holograms down side by side - the beaming little girl, and the the stern, unsmiling adolescent.

INT. JEDI TEMPLE, MAIN HALLWAY - DAY
OBI-WAN walks through the main hallway to the training area.

INT. JEDI TEMPLE, TRAINING VERANDA - DAY
OBI-WAN comes out onto the veranda and stops, watching TWENTY or so FOUR-YEAR-OLDS doing training exercises, supervised by YODA. They wear helmets over their eyes and try to strike little TRAINING DROIDS with their miniature lightsabers. The DROIDS dance in front of them.

YODA
Don't think... feel... be as one
with the Force. Help you, it will.
(he sees Obi-Wan)
Younglings - enough! A visitor we
have. Welcome him.

The CHILDREN take off their helmets and turn off their lightsabers.

YODA
(continuing)
Master Obi-Wan Kenobi, meet the
mighty Bear Clan.

CHILDREN
Welcome, Master Obi-Wan!

OBI-WAN
I am sorry to disturb you, Master.

YODA
What help to you, can I be?

OBI-WAN
I m looking for a planet described
to me by an old friend. I trust
him. But the system doesn t show
up on the archive maps.

YODA
An interesting puzzle. Gather
round the map reader, younglings.
Master Obi-Wan has lost a planet.
Find it, we will try...

The map reader is a small shaft with a hollow opening at the top. The CCHILDREN gather around it. OBI-WAN takes out a little glass ball and places it into the bowl. The window shades close darkening the room and the reader lights up, projecting the star map hologram into the room. The CHILDREN laugh. Some of them reach up to try and touch the nebulae and stars. OBI-WAN walks into the display.

OBI-WAN
This is where it ought to be...
but it isn t. Gravity is pulling
all the stars in this area inward
to this spot. There should be a
star here... but there isn t.

YODA
Most interesting. Gravity s
silhouette remains, but the star
and all its planets have
disappeared. How can this be?

There is a brief pause. Then a CHILD puts its hand up. YODA nods.

JEDI CHILD JACK
Because someone erased it from the
archive memory.

CHILDREN
That s right! Yes! That s what
happened! Someone erased it!

JEDI CHILD MAY
If the planet blew up, the gravity
would go away.

OBI-WAN stares; YODA chuckles.

YODA
Truly wonderful, the mind of a
child is. Uncluttered. To the
centre of the pull of gravity go,
and find your planet you will.

OBI-WAN
But Master Yoda who could have
erased information from the
archives? That s impossible,
isn t it?

YODA
(frowning)
Much harder to answer, that
question is.

EXT. NABOO LAKE RETREAT, WATER SPEEDER, LANDING PLATFORM - LATE AFTERNOON
A water speeder driven by PADDY ACCU, the retreat caretaker, skims across the lake away from the island landing platform where a chrome Naboo Starship rests. ANAKIN and PADME are sitting in the speeder as it skims away to where a lodge rises on a beautiful island in the middle of the lake.

EXT. NABOO LAKE RETREAT, LODGE, GARDEN TERRACEM LATE AFTERNOON
ANAKIN and PADME walk up the stairs from where the water speeder is parked onto a terrace overlooking a lovely garden. Behind them, PADDY ACCU supervises two serving girls, NANDI and TECKLA, as they carry the bags into the Lodge.

ANAKIN and PADME stop at the balustrade. PADME looks out across the garden to the shimmering lake and the mountains rising beyond. ANAKIN looks at her silently.

PADM 
When I was in Level Three, we used
to come here for school retreat.
See that island? We used to swim
there every day. I love the water.

ANAKIN
I do too. I guess it comes from
growing up on a desert planet.

PADME becomes aware that ANAKIN is looking at her.

PADM 
...We used to lie on the sand and
let the sun dry us... and try to
guess the names of the birds
singing.

ANAKIN
I don t like sand. It s coarse
and rough and irritating, and it
gets everywhere. Not like here.
Here everything s soft... and
smooth...

He touches her arm. PADME has become receptive to the way he looks at her but is nervous.

PADM 
There was a very old man who lived
on the island. He used to make
glass out of sand - and vases and
necklaces out of the glass. They
were magical.

ANAKIN
(looks into her eyes)
Everything here is magical.

PADM 
You could look into the glass and
see the water. The way it ripples
and moves. It looked so real...
but it wasn t.

ANAKIN
Sometimes, when you believe
something to be real, it becomes
real. Real enough, anyway...

They look into each other's eyes. He touches her chin.

PADM 
I used to think if you looked too
deeply into glass, you would
lose yourself.

ANAKIN
I think it's true...

ANAKIN kisses PADME. She doesn't resist. She comes to her senses and pulls away.

PADM 
I shouldn't have done that.

ANAKIN
I'm sorry. When I'm around you,
my mind is no longer my own.

PADM 
It's the situation... the stress...

He looks at her.

ANAKIN
...the view.

EXT. CORUSCANT, LANDING PLATFORM - LATE AFTERNOON
Obi-Wan's Starfighter is ready for takeoff. OBI-WAN and MACE WINDU stand beside it.

MACE WINDU
Be wary, this disturbance in the
Force is growing stronger.

OBI-WAN
I am concerned for my Padawan. He
is not ready to be on his own.

YODA
The Council is confident in this decision,
Obi-Wan.

MACE
He has exceptional skills. The
Council is confident in its
decision, Obi-Wan. If the
prophecy is true, he weill be the
one to bring balance to the Force.

OBI-WAN
But he still has much to learn.
And his abilities have made him...
well... arrogant. I realise now
what you and Master Yoda knew from
the beginning... the boy was too
old to start the training and...

OBI-WAN hesitates.

MACE WINDU
There's something else?

OBI-WAN
Master, he should not have been
given this assignment. I'm afraid
Anakin won't be able to protect
the Senator.

MACE WINDU
Why?

OBI-WAN
He has a... an emotional
connection with her. It's been
there since he was boy. Now
he's confused... distracted.

MACE-WINDU
Obi-Wan, you must have faith that
he will take the right path.

OBI-WAN climbs into the cockpit of the Starfighter.

OBI-WAN
Has Master Yoda gained any insight
into whether or not this war will
come about?

MACE WINDU
Probing the Dark Side is a
dangerous process. He could be in
seclusion for days... May the
force be with you.

INT. JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON
YODA sits with his eyes closed, meditating. Silence.

EXT. NABOO LAKE RETREAT, LOUNGE, LATE AFTERNOON
The setting sun touches the mountain peaks. The lake glows in the rose-tinted light. Floatinf lamps glean softly like jewels at the lodge.

INT. NABOO LAKE RETREAT, DINING ROOM - LATE AFTERNOON
NANDI place dessert in front of PADME. TECKLA does the same for ANAKIN. The dessert is some kind of fruit. PADME picks up her fork and goes to spear a piece, but it moves! She frowns and tries again -the fruit moves. She lokk up at ANAKIN. His eyes are on his plate.

PADME
You did that?

ANAKIN looks up - wide-eyed innocence.

ANAKIN
What?

PADME scowls at him. PADME jabs at the fruit - ANAKIN subtly moves his hand and it lifts up from the plate and hovers in front of her.

PADME
That! Now stop it!

PADME laughs. ANAKIN laughs. She reaches out for the fruit - it loops.

PADME
(continuing)
Anakin!!

ANAKIN moves his fingers. The fruit flies into his hand.

ANAKIN
I'm not really supposed to do
that... for fun, I mean. If
Master Obi-Wan were here, he'd be
very grumpy.

ANAKIN is pleased. He cuts the fruint into several pieces and sends one back to PADME. She bites it out of the air and laughs.

INT. NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE - TWILIGHT
A fire blazes in the open hearth. PADME is sitting in front of it, gazing at the flames.

She looks up as ANAKIN arrives. She makes room for him. Brief pause.

ANAKIN
May I tell you something?

PADME
I don't know.

ANAKIN
Then how can I tell you?

PADME
Maybe you should use your Jedi
intuition.

ANAKIN
It doesn't work around you. My
mind is always a muddle... I can
only think of you.

PADME
Anakin, don't...

ANAKIN
From the moment I met you, all
those years ago, a day hasn't gone
by when I haven't thought of you.
And now that I'm close to you again,
I'm in agony. The closer I get to
you, the worse it gets. The
thought of not being with you
mskes my stomach turn over - my
mouth goes dry. I feel dizzy. I
can't breathe. I'm haunted by the
kiss you should never have given
me. My heart is beating, hoping
that kiss will not become a scar.
You are in my very soul,
tormenting me. What can I do? I
will do anything you ask...

Silence. The logs flame in the hearth.

ANAKIN
(continuing)
If you are suffering as much as I
am, tell me.

PADME
...I can't. We can't. It's just
not possible.

ANAKIN
Anything's possible. Padme,
please listen...

PADME
You listen. We live in a real
world. Come back to it. You're
studying to become a Jedi Knight.
I'm a Senator. If you follow your
thoughts through to conclusion,
they will take us to a place we
cannot go... regardless of the way
we feel about each other.

ANAKIN
Then you do feel something!
There's an extraordinary
connection between us. You can't
deny that.

PADME
Annie, it doesn't make any
difference. Jedi aren't allowed
to marry. You swore an oath,
remember? You'd be expelled from
the Order. I will not let you
give up your responsibilities...
your future, for me.

ANAKIN
I was destined to be a Jedi. I
don't think I could be anything
else. But you are asking me to be
rational. That is something I
know I cannot do. I wish I could
wish my feelings away... but I
can't.

PADME
I am not going to give into this.
I'm not going to throw my life
away. I have more important things
to do than fall in love.

There is silence as they stare at the fire. ANAKIN is thinking.

ANAKIN
It wouldn't have to be that way...
we could keep it a secret.

PADME
Then we'd be living a lie - one we
couldn't keep even if we wanted
to. Mt sister saw it. So did my
mother. I couldn't do that.
Could you, Anakin? Could you live
like that?

Silence for a moment.

ANAKIN
...No, you're right. It would
destroy us.

EXT. SPACE
It's just like the star map hologram, plus the storm-shrouded planet of Kamino, which is exactly where it ought to be. Obi-Wan's Starship flies OVER CAMERA and heads down toward the planet.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
Heavy rans and hard-driving winds lash the platform as Obi-Wan's Starship approaches. The huge, ultra-modern city of Tipoca rests on great stilts that keep it above the pounding and ever-present waves that cover the surface of this watery world.

The Starfighter lands. OBI-WAN gets out and makes his way through the bowling wind toward a tower on the far side of the platform. A door slides open. A shaft of brilliant light pierces the swirling rain. OBI-WAN passes through it and goes inside.

INT. TIPOCA CITY, CORRIDOR ENTRANCE
A Brilliant white light. OBI-WAN pushes the soaking hood from his face.

TAUN WE
Welcome to Tipoca City, Master
Jedi.

OBI-WAN wipes the rain from his face and blinks in surprise at a tall, pasty-white alien named TAUN WE. He has large, almond shaped eyes.

TAUN WE
Everything is ready. The Prime
Minister expects you.

OBI-WAN
(warily)
I'm expected?

TAUN WE
Of course! He is anxious to see
you. After all these years, we
were beginning to think you
weren't coming. Now please, this
way!

OBI-WAN masks his surprise as they move away along the corridor.

Obi-Wan follows Taun We cautiously.

INT. TIPOCA CITY, PRIME MINISTER OFFICE - DAY
The door slides open. OBI-WAN and TAUN WE enter and cross to where LAMA SU rises, smiling, from behind his desk, which, like all the furniture on Kamino, seems made out of pure light.

TAUN WE
May I present Lama Su, Prime
Minister of Kamino... and this is
Master Jedi...

OBI-WAN
Obi-Wan Kenobi.

LAMA SU
Please...

LAMA SU indicates a chair. OBI-WAN sits. TAUN WE hovers. The room is bathed in brilliant white light. The whole place is ultra high-tech.

LAMA SU
I trust you are going to enjoy
your stay. We are most happy you
have arrived at the best part of
the season.

OBI-WAN
You make me feel most welcome.

LAMA SU
And now to business. You will be
delighted to hear we are on
schedule. Two hundred thousand
units are ready, with another
million well on the way.

OBI-WAN
(improvising)
That is... good news.

LAMA SU
Please tell your Master Sido-Dyas
that we have every confidence his
order will be met on time and in
full. He is well, I hope?

OBI-WAN
I'm sorry Master - ?

LAMA SU
Jedi Master Sifo-Dyas. He's still
a leading member of the Jedi
Council, is he not?

OBI-WAN
Oh, yes. Sido-Dyas.

LAMA SU
(rising)
You must be anxious to inspect the
units for yourself.

OBI-WAN
That's why I'm here.

EXT. NABOO, MOUNTAIN MEADOW - LATER AFTERNOON
PADME and ANAKIN are in the middle of an idyllic hilly meadow, its lush grasses sprinkled with flowers. At a distance, a herd of SHAAKS graze contentedly.

Beyond is the shimmering expanse of the lake. Several other lakes stretch to the horizon. The warm air is full of little floating puffballs. They sit on the grass, in a playful, coy mood, talking. PADME is picking flowers.

PADM 
I don't know...

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

PADM 
Are you going to use one of your
Jedi mind tricks on me?

ANAKIN
They only work on the weak-minded.
You are anything but weak-minded.

PADM 
All right... his name was Palo.
I was twelve. We were both in the
Legislative Youth Program. He was
a few years older then I... very
cute... dark curly hair... dreamy
eyes.

ANAKIN
All right, I get the picture...
whatever happened to him?

PADM 
I went on to become a Queen. He
went on to become an artist.

ANAKIN
Maybe he was the smart one.

PADME
You really don't like politicians,
do you?

ANAKIN
I like two or three, but I'm not
really sure about one of them.
(smiling)
I don't think the system works.

PADME
How would you have it work?

ANAKIN
We need a system where the
politicians sit down and discuss
the problems, agree what's in the
best interests of all the people,
and then do it.

PADME
That is exactly what we do. The
trouble is that people don't
wlways agree. In fact, they
hardly ever do.

ANAKIN
Then they should be made to.

PADME
By whom? Who's going to make them?

ANAKIN
I don't know. Someone.

PADME
You?

ANAKIN
Of course not me.

PADME
But someone.

ANAKIN
Someone wise.

PADME
That sounds an awful lot like a
dictatorship to me.

A mischievious little grin creeps across his face.

ANAKIN
Well, if it works...

PADME stares at ANAKIN. He looks back at her, straight-faced, and can't hold a smile.

PADM 
You're making fun of me.

ANAKIN
(sarcastic)
On no, I'd be much too frightened
to tease a Senator.

PADM 
You're so bad!

PADME picks up a piece of fruit and throws it at him. He catches it. PADME throws two more pieces of fruit, and ANAKIN catches them.

ANAKIN
You're always so serious. Always
carrying the weight of the
universe on your shoulders.

ANAKIN then starts to juggle the fruit. PADME laughs and throws more fruit at him. He manages to juggle them too until there are too many, and he loses control and ducks, letting food fall on his head. They both laugh.

ANAKIN stands in front of a SHAAK, yelling at it and waving his arms. PADME starts laughing as ANAKIN runs in circles, chased by the SHAAK.

The SHAAK crosses in front of PADME. ANAKIN is riding it, facing the SHAAK'S tail. The SHAAK bucks, and ANAKIN falls off. PADME laughs even harder. ANAKIN lies still. PADME jumps uip and runs to where ANAKIN is face down in the grass. She turns him over. He is pulling a stupid face at her. She yelps in mock fury and takes a swing at him. He catches her arm. She struggles. They roll over in the grass. Suddenly, they become aware of the contact between them. They let go of each other quickly and sit up, looking away.

ANAKIN stands up and holds out his hand to her. She take it. He pulls her up. And now they are easy together, not self-conscious any more. PADME scrambles up onto the SHAAK behind ANAKIN. She puts her arms around his waist and leans against his back. ABAJUB digs his heels in. The SHAAK starts forward, and they ride away.

EXT. TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY
OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Below is a huge parade ground. The rain and wind are brutal. THOUSANDS OF STORMTROOPERS, faces covered by helmets, are marching and drilling in formations of several hundred.

LAMA SU
(beaming)
Magnificent, aren't they?

OBI-WAN nods slowly.

INT. TIPOCA CITY, CLONE CENTER, COMMINSSARY - DAY
LAMA SU conducts OBI-WAN through a large eating area. TAUN WE follows as they walk by HUNDREDS OF CLONES who look exactly alike, all about twenty years old, dressed in black. They are seated at tables, eating.

LAMA SU
We modified their genetic
structure to make them less
independent than the original
host. As a result they are
totally obedient, taking any order
without question.

OBI-WAM
Who was the original host?

LAMA SU
A bounty hunter called Jango Fett.
We felt a Jedi would be the
perfect choice, but Sido-Dyas hand-
picked Jango Fett himself.

OBI-WAN
Where is this bounty hunter now?

LAMA SU
Oh, we keep him here. After a few
hundred thousand clones, the
genetic pattern starts to fade, so
we take a fresh supply. He lives
here, but he's free to come and go
as he pleases.

INT. TIPOCA CITY, CLONE CENTER, BARRACKS - DAY
The tour continues through a long corridor folled with narrow, transparent tubes into which CLONES are climbing. Once in the tube, the CLONE goes to sleep.

LAMA SU
Apart from his pay, which is
considerable, Fett demanded only
one thing - an unaltered clone for
himself. Curious isn't it?

OBI-WAN
Unaltered?

LAMA SU
Pure genetic replication. No
tampering with the structure to
make it more docile... and no
growth acceleration...

OBI-WAN
I would like to meet this Jango
Fett.

TAUN WE
I would be most happy to arrange
it, for you.

TAUN WE bows, and leaves.

INT. TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY
The tour continues through a classroom filled with IDENTICAL YOUNG BOY CLONES.

OBI-WAN
You mentioned growth
acceleration...

LAMA SU
Oh yes, it's essential.
Otherwise, a mature clone would
take a lifetime to grow. Now, we
can do it in half the time. Those
items you saw on the parade ground
were started ten years ago, when
Sido-dyas first placed the order,
and they're already mature...

OBI-WAN looks at the BOY CLONES.

OBI-WAN
And these?

LAMA SU
About five years ago.

INT. TIPOCA CITY, CLONE CENTER, HATCHERY - DAY
They enter a space filled with great racks of glass spheres, which are filled with fluid in which EMBRYOS are suspended.

LAMA SU
They're immensely superior to
droids, capable of independent
thought and action.

OBI-WAN
Very impressive.

LAMA SU
I'd hoped you would be pleased.

OBI-WAN gazes at the nearest embryos.

OBI-WAN
(carefully)
Tell me, prime minister, when my
Master Sido-dyas first contacted
you, did he say the order was
for... himself... or?

LAMA SU
Himself? Of course not. This
army is for the Republic?

OBI-WAN
(astonished)
The Repubic?

LAMA SU
We are also very much agasint this
Count Dooku and his seccessionist
movement. We are proud to be of
help to the Republic.

INT. TIPOCA CITY, APARTMENT - LATE DAY
TAUN WE shows OBI-WAN into his room.

TAUN WE
I have arranged for you to meet
Jango Fett in the morning. Sleep
well.

TAUN WE goes. The door slides closed behind him. OBI-WAN looks around, then moves swiftly to check the room over. Finally, satisfied, he takes out his comlink.

OBI-WAN
Arfour, Arfour...

EXT. TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER, (RAINSTORM) - LATE DAY
The R4 D17, Obi-Wan's Astro-Droid, who is sitting on top of Obi-Wan's Starfighter, switches on and BEEPS.

INT. TIPOCA CITY, APARTMENT - LATE DAY
OBI-WAN hears ARFOUR BEEP through his comlink.

OBI-WAN
Arfour, relay this, "scramble code
five," to Courscant: care of "the
old folks home."

EXT. TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER, (RAINSTORM) - LATE DAY
ARFOUR BEEPS and WHISTLES. The panels light up inside the cockpit, as the message is transmitted.

EXT. JEDI TEMPLE, LIVINF QUARTERS - EARLY EVENING
YODA and MACE WINDU listen as a hologram of OBI-WAN stands between them broadcasting the massage. The singnal is very weak, the image fades in and out.

OBI-WAN (V.O.)
...I've never heard of a Jedi
called Sido-Dyas, have you, Master?

MACE WINDU
No. Whoever placed that order was
not a Jedi, I can assure you.

OBI-WAN (V.O.)
I have a strong feeling that this
bounty hunter is the assassin
we're looking for.

YODA
Who he is working for... discover
that, you must.

OBI-WAN (V.O.)
I will, Master, and I will also
find out more about this clone
army... May The Force...

The hologram switches off, and OBI-WAN fades away.

WINDU
A clone army! Ordered by someone
in the Senate perhaps... Someone's
out to start a war.

YODA
Inform the chancellor of this, we
must.

WINDU
Who do you think this impostor
Sido-Dyas, could be?

YODA stares back at MACE WINDU, then slowly shakes his head.

EXT. NABOO LAKE RETREAT - NIGHT
The silent lodge. The triple moons of Naboo reflected in the tranquil waters of the lake.

INT. NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT
ANAKIN moves restlessly in his sleep. He mutters to himself. Sweat
forms on his forehead. He turns violently. He cries out.

ANAKIN
No...No...No...Mom!...Don't,
no, don't!

EXT. NABOO LAKE RETREAT, LODGE, BALCONY OVERLOOKING GARDENS - MORNING
ANAKIN is on the balcony overlooking the gardens. After a moment, PAMDE comes onto the balcony behind him. She sees he is meditating and turns to go.

ANAKIN
(eyes closed)
Don't go.

PAMDE
I don't want to disturb you.

ANAKIN
Your presence is soothing.

Brief pause.

PADME
You had a nightmare again last
night.

ANAKIN
Jedi don't have nightmares.

PADME
I heard you.

ANAKIN'S opens his eyes and looks at her.

ANAKIN
I saw my mother. I saw her as
clearly as I see you now. She's
suffering, Padme. She is in
pain...They're killing her!
(getting up)
I know I'm disobeying my mandate
to protect you, Senator. I know I
will be punished and possibly
thrown out of the Jedi Order, but
I must go. I have to help her!
I'm sorry, Padme. I don't have a
choice.

PADME
Annie, I told you I wouldn't let
you give up your future for me.
I'll go with you. That way you
can continue to protect me, and
you won't be disobeying your
mandate.

ANAKIN
What about Master Obi-wan?

PADME smiles and takes his hand.

PADME
I guess we won't tell him, will we?

EXT. NABOO LAKE, FLOATING LANDING PLATFORM - DAY
ANAKIN and PADME step onto the landing platform from the water speeder. They enter the Naboo Starship. ARTOO BEEPS, and follows them on board. The ramp retracts.

PADDY ACCU drives the water speeder away from the platform as Anakin's Starship takes off.

EXT. TIPOCA CITY (RAINSTORM) - DAY
Rain lashes the city. Below, mightly waves pound the stilts, breaking almost to the height of the platforms.

INT. TIPOCA CITY, CORRIDOR - DAY
TAUN WE conducts OBI-WAN to the door of Jango Fett's apartment. TAUN WE waves his hand, and a muted bell RINGS.

As they wait, OBI-WAN notes the door lock entry mechanism. Then the door opens, and a ten-year-old boy, BOBA FETT, looks at them. He is identical to the boys in the classroom.

TAUN WE
Boba, is your father here?

There is a brief pause, then BOBA FETT nods.

TAUN WE
(continuing)
May we see him?

BOBA FETT
Sure.

Another brief pause, then BOBA FETT steps aside, and TAUN WE and OBI-WAN go through.

INT. TIPOCA CITY, FETT APARTMENT - DAY
OBI-WAN, TAUN WE, and BOBA FETT enter the apartment. OBI-WAN looks around the room.

BOBA FETT
Dad! Taun We's here!

JANGO FETT comes in from the bedroom. He wears a jumpsuit. He is unshaven and mean looking, his face pitted with scars of old wounds. There are a couple of weird tattoos on his muscular forearms. He eyes OBI-WAN with suspicion.

TAUN WE
Welcome back, Jango. Was your
trip productive?

JANGO FETT
Fairly.

OBI-WAN and JANGO FETT size each other up. BOBA FETT studies both of them.

TAUN WE
This is Jedi Master, Obi-Wan
Kenobi. He's come to check on our
progress.

JANGO FETT
That right?

JANGO FETT'S eyes fix OBI-WAN coldly.

OBI-WAN
Your clones are very impressive.
You must be very proud.

JANGO FETT
I'm just a simple man, trying to
make my way in the universe,
Master Jedi.

OBI-WAN
Aren't we all?

OBI-WAN eyes the half-open bedroom door, through which a couple of pieces of body armour can be seen on the floor. JANGO FETT registers OBI-WAN'S look. He moves in front of him, blocking the view.

OBI-WAN
(continuing)
Ever made your way as far into the
interior as Coruscant?

JANGO
Once or twice.

OBI-WAN
Recently?

JANGO
(eyes Obi-Wan carefully)
Possibly...

OBI-WAN
Then you must know Master Sido-
Dyas?

JANGO
Boba, close the door.

BOBA FETT moves to close the bedroom door. JANGO FETT smiles thinly at OBI-WAN.

JANGO
(continuing)
Master who?

OBI-WAN
Sido-Dyas. Isn t he the Jedi who
hired you for this job?

JANGO
Never heard of him. I was
recuited by a man called Darth
Tyranus on one of the moons of
Bogden.

OBI-WAN
No? I thought...

TAUN WE
Sido-Dyas told us to expect him.
And he showed up just when your
Jedi Master said he would. We
have kept the Jedi s involvement
a secret until your arrival, just
as your Master requested.

OBI-WAN
Curious...

JANGO
Do you like your army?

OBI-WAN
It seems to me it's your army -
being that they are all clones of
you.

JANGO
(grinning)
They'll do their job well, I'll
guarantee that.

OBI-WAN
I look forward to seeing them in
action. Thank you for your time,
Jango.

JANGO
Always a pleasure to meet a Jedi.

OBI-WAN and TAUN WE go out. The door slides closed. JANGO FETT turns to his son. He is deep in thought.

BOBA
What is it, Dad?

EXT. SPACE
The Naboo Starship heads toward the desert planet of Tatooine.

EXT. TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY
The Naboo Starship lands in a large parking lot of Spaceships on the outskirts of Mos Espa. ANAKIN and PADME ride a rickshaw through the streets. ANAKIN stares at sights he hasn't seen for years. Finally, they come  to Wattos' shop, and the rickshaw stops.

ANAKIN
(to the droid driver)
Wait, please.

ANAKIN and PADME get down. Sitting on a stool in front of the shop is WATTO. He is using a small electronic screwdriver on a fiddly DROID. THREE PIT DROIDS are chattering away and are trying to help him, but they seem only to make him madder.

WATTO
(yelling, in Huttese)
No, not that one - that one!

ANAKIN
(arriving)
Excuse me, Watto.

WATTO
(in Huttese)
What?

ANAKIN
(in Huttese)
I said excuse me.

WATTO turns to the chattering PIT DROIDS.

WATTO
(in Huttese)
Shut down.

The PIT DROIDS snap into their storage position.

WATTO
(continuing, in Huttese)
What? I don't know you... What can
I do for you? You look like a
Jedi. Whatever it is... I didn't
do it.

WATTO drops the screwdriver and curses loudly in Huttese

ANAKIN
Let me help you with that.

ANAKIN takes the fiddly piece of equipment and starts to play with it. WATTO blinks in surprise.

ANAKIN
(continuing)
I'm looking for Shmi Skywalker.

WATTO looks at him suspiciously. He stares at PADME, then back to ANAKIN.

WATTO
Annie?? Little Annie?? Naaaah!!

Suddenly, the fiddly piece of equipment in Anakin's hands WHIRS into life. WATTO blinks at it.

WATTO
(continuing; in English)
You are Annie! It is you! You
little womp rat.

WATTO gives ANAKIN a big hug.

WATTO
(continuing)
You sure sprouted Weehoo! A
Jedi! Waddya know? Hey, maybe
you couldda help wit some
daedbeats who owe...

ANAKIN
My mother...

WATTO
Oh, yeah. Shmi... she's not mine
no more. I sold her.

ANAKIN
Sold her...

WATTO
Years ago. Sorry, Anne, but you
know, business is business.
Sold her to a moisture farmer
named Lars. Least I think it was
Lars. Believe it or not, I heard
he freed her and married her. Can
ya beat that?

ANAKIN
Do you know where they are?

WATTO
Long way from here... someplace
over on the other side of Mos
Eisley, I think...

ANAKIN
I'd like to know.

ANAKIN'S grim look means business; WATTO gets the hint quickly.

WATTO
Yeah... sure... absolutely. Let's
go look in my records.

ANAKIN and WATTO go into the shop.

EXT. TIPOCA CITY (RAINSTORM) - DAY
The waves crash against the water city as the storm continues. Light suddenlyt streams from the base of a landing platform as a door slides open.

INT. TIPOCA CITY, CORRIDOR - DAY
OBI-WAN stands with LAMA SU and TAUN WE just inside the open door.

LAMA SU
Tell your Council the first
battalions are ready. And remind
them that if they need more
troops, we will need time to grow
them.

OBI-WAN
I won't forget.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
OBI-WAN comes out from the tower into the driving ran. The door closes behind him. He pulls his robe around him and stands braced against the gale.

Below, a huge wave crashes against the stilts. Spray flies high and whips across the platform where OBI-WAN is standing. He walks over to his Starfighter, looks to see if anyone is watching, then turns and goes back to the door. It slides open.

INT. TIPOCA CITY, CORRIDOR - DAY
OBI-WAN enters cautiously from outside. Ahead, the corridor is deserted. He moves down it.

INT. TIPOCA CITY, FETT APARTMENT - DAY
OBI-WAN walks in to find the room in complete disorder. The bedroom door is wide open - clear signs of hurried departure. All of the Fetts' personal belongings are gone.

OBI-WAN goes to an ultra-thin computer screen. He punches up AN ONSCREEN PICTURE of JANGO FETT and BOBA FETT unhitching the lines securing their ship to the landing platform. JANGO FETT is wearing his armour and rocket pack. BOBA FETT climbs aboard the small Fighter.

EXT. TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM) - DAY
JANGO FETT picks up a case and swings it up to BOBA FETT, who stows it inside the ship. JANGO FETT picks up another case and is about to swing it, when:

BOBA FETT
Dad!!

JANGO FETT turns to see OBI-WAN charging out of the tower toward him. As he runs, OBI-WAN draws his lightsaber from his belt. It flashes on.

JANGO FETT draws his gun and fires at the charging JEDI. OBI-WAN deflects the blast and swings at JANGO FETT.

The bounty hunter rockets up and over OBI-WAN, landing behind him. He fires a thin wire from his wrist pack, trying to entangle the Jedi.

JANGO FETT fire several Kamino Kyber Darts from his elbow launcher. OBI-WAN deflects them back at JANGO FETT, but they strike harmlessly against the bounty hunter's armour.

IN THE COCKPIT of Jango Fett's ship, BOBA FETT grabs the controls of a laser gun and swings it to aim at OBI-WAN.

OUTSIDE, in the driving rain, OBI-WAN and JANGO FETT circle each other, sizing each other up - feinting.

IN THE COCKPIT, each time BOBA FETT is ready to fire, JANGO FETT blocks his view of OBI-WAN.

OUTSIDE, OBI-WAN makes a sudden attack, swinging at JANGO FETT, who deflects the blows. One slices off a piece of the bounty hunter's shoulder plate. JANGO FETT rockets into the air and hovers above OBI-WAN. The Jedi spins as:

IN THE COCKPIT, BOBA FETT fires.

OUTSIDE, the laser shell streaks past OBI-WAN to strike the edge of the tower. JANGO FETT fires down at OBI-WAN. The Jedi deflects the shots back, but JANGO FETT evades them. Then he swoops down, swinging around OBI-WAN. As he shoots past, he kicks the lightsaber out of the Jedi's hand.

The lightsaber skids across the wet surface of the landing platform. OBI-WAN dives after it. JANGO FETT zooms in front of him and grabs the lightsaber. OBI-WAN punches it out of his hand.

IN THE COCKPIT, BOBA FETT watches as:

OUTSIDE, OBI-WAN and JANGO FETT grapple and fight, punching, kicking, grabbing hold, and throwing each other around. OBI-WAN grabs JANGO FETT tightly, and JANGO FETT rockets up into the air and kicks OBI-WAN loose. OBI-WAN crashes to the deck and slides toward the edge. He grapples desperately for a handhold on the slick surface.

JANGO FETT rockets down to kick at him. OBI-WAN hauls himself up. JANGO FETT zooms to the far side of the platform.

OBI-WAN uses Jedi powers to pull part of the structure loose. It hits JANGO FETT, who loses his balance, teetering on the edge. OBI-WAN charges acress, dives, and grabs hold of JANGO FETT just as he falls over the edge.

Locked together, OBI-WAN and JANGO FETT plummet down toward the raging ocean. At the last moment, JANGO FETT fires a cable out of his backpack that shoots upward and locks onto a metal strut on the underside of the platform. OBI-WAN and JANGO FETT swing and CRASH onto one of the stilts.

OBI-WAN is knocked clear and drops onto a SMALL SERVICE PLATFORM just above the waves. He hauls himself to his feet. JANGO FETT hovers in mid-air opposite him, as a HUGE WAVE crashes over OBI-WAN. When it subsides, the Jedi has disappeared.

JANGO FETT rockets up to the landing platform, where he drops down beside his ship. He clambers inside the cockpit and settles into the pilot's seat. He punches buttons. The engines ROAR.

OUTSIDE, Jango Fett's ship lifts off from the platform and heads up into the lowering sky. It disappears. Lightning flashes. Rain lashes the tower and streams across the surface of the platform, to where:

A HAND suddenlt clutches at the very edge of the platform. A moment later, ANOTHER HAND grabs hold.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY
The Naboo Starship descends, hovers, and land on a bluff. ANAKIN and PADME get out. They look down from the edge of the bluff to where the homestead is seen on the desert floor below.

PADME
Stay with the ship, Artoo.

ARTOO WHISTLES as ANAKIN and PADME start down the trail toward the homestead.

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATE DAY
C-3PO is working outside the homestead. He still lacks an outer covering; his inner parts and wiring show. He looks up as ANAKIN and PADME arrive,

C-3PO
Good evening. May I help you?

ANAKIN
Threepio?

C-3PO
Oh, my... oh, my! Master
Anakin! My goodness, I can hardly
believe it! And this must be Miss
Padme.

PADME
Hello, Threepio.

ANAKIN
I've come to see my mother.

C-3PO
Oh, dear! I'm so terribly sorry,
Master Annie.

PADME
Threepio, what's happened?

C-3PO
I think we'd better go inside.

EXT. TATOOINE, HOMESTEAD, COURTYARD - LATE DAY
ANAKIN, PADME and THREEPIO arrive in the courtyard. THREEPIO shuffles ahead.

C-3PO
Master Lars - Master Owen!
Somebody to see you!

OWEN LARS and BERU WHITESUN come out into the courtyard.

ANAKIN
I'm Anakin Skywalker. I'm here
looking for my mother.

OWEN
Owen Lars... I guess I'm your
step-brother.
(they shake hands)
This is my girlfriend, Beru.

BERU
Hello.

PADME
I'm Padme.

OWEN
I had a feeling you might show up
some day.

ANAKIN
Is my mother here?

CLIEGG
No, she's not.

CLIEGG LARS swings from the house on a small floating chair. One of his legs is heavily bandaged; the other is missing. He balances awkwardly and puts out a hand.

CLIEGG
(continuing)
Cliegg Lars. Shmi is my wife...
Come on inside. We have a lot to
talk about.

INT. TATOOINE, HOMESTEAD, KITCHEN - LATE DAY
BERU puts several steaming cups of ardees on a tray and exits the kitchen...

CLIEGG (O.S.)
It was just before dawn. They
came out of nowhere. A hunting
party of Tusekn Raiders.

INT. TATOOINE, HOMESTEAD, DINING AREA - LATE DAY
CLIEGG, OWEN, PADME and ANAKIN sit around the table, BERU brings the drinks from the kitchen.

CLIEGG
Your mother had gone out early,
like she always did, to pick
mushrooms that grow on the
vaporatos. From the tracks, she
was about halfway when they
took her. Those Tuskens walk like
men, but they're vicious, mindless
monsters. Thirty of us went out
after her. Four of us came back.
Three more are still out there
looking. I'd be with them,
only... I just couldn't ride any
more... until I heal.

CLIEGG grimaces, easing his throbbing leg.

CLIEGG
(continuing)
This isn't the way I wanted to
meet you, son. This isn't how
your mother and I planned it. 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.

Silence. Then ANAKIN stands up.

OWEN
Where are you going?

ANAKIN
To find my mother.

PADME
No, Annie!

CLIEGG
She's daed, son. Accept it.

ANAKIN
I can feel her pain, and I will
find her. I know she's alive.

ANAKIN turns abruptly.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY
ANAKIN stands looking across the desert. PADME comes running out of the homestead after him, followed by OWEN. ANAKIN turns to PADME.

ANAKIN
You are going to have to stay
here. These are good people,
Padme. You'll be safe.

OWEN
Take my speeder bike.

PADME
Anakin...

PADME hugs him. ANAKIN walks over to Owen's speeder bike, which is standing close by.

ANAKIN
I trust you'll watch over her,
Owen.

OWEN
Don't worry.

ANAKIN swings onto the bike. The engine fires.

ANAKIN
I won't be long.

ANAKIN takes off across the desert. PADME watches him go.

EXT. SPACE, GEONOSIS
The red planet of Geonosis is circled by a large asteroid field that form rings. Jango Fett's ship appears, heading toward it.

INT. COCKPIT, FETT SHIP, SPACE, GEONOSIS
JANGO FETT grins at BOBA FETT.

JANGO FETT
Nearly there, son.

JANGO FETT guides he ship around the asteroids. Suddenly:

BOBA FETT
Dad, look!!

On the view screen, Obi-Wan's ship appears, chasing after them. JANGO FETT grabs the controls. They are thrown around as the ship plummets to try to lose OBI-WAN.

JANGO FETT
Hang on!

The ship goes into a power-climb. A GREAT SPACE DDOGFIGHT ensues between OBI-WAN and JANGO FETT.

EXT. SPACE, GEONOSIS
The ships flip, roll, and turn at incredible speed, didging, weaving and firing. They tumble from near misses. Hits fly off Obi-Wan's fighter as one of Jango's missiles gets through.

Finally, it seems as if OBI-WAN is getting the upper hand. JANGO FETT breaks off the fight and dives sharply. He maneuvers deftly between two huge asteroids.

In JANGO FETT'S COCKPIT, BOBA FETT flinches as asteroids pass very close by.

BOBA FETT
Dad! Watch out!

JANGO FETT
Stay calm, son. We'll be fine.
That Jedi won't be able to follow
us through this.

But Obi-Wan ship dives into the asteroid belt after them.

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit as he throws the ship from side to side, avoiding great rocks. Then a huge asteroid tumbles across his path. There seem no way he can avoid it. OBI-WAN fires a couple of aerial torpedoes. They streak toward the asteroid.

IN JANGO'S COCKPIT, they see the huge explosion as Obi-Wan's ship appears to smash into the asteroid.

BOBA FETT
Got him! Yeahhhhh!

JANGO FETT
We won't see him again.

BOBA FETT laughs. Jango Fett's ship emerges from the asteroid belt and heads down toward the planet of Geonosis.

EXT. TATOOINE, DESERT, JAWA CAMP - SUNSET
ANAKIN stands in the middle of a crowd of JAWAS. He asks them from directions. The JAWAS confer exicitedly, then the CHIEF JAWA points in a particular direction. ANAKIN gets on the bike and speeds off to where the JAWA pointed.

EXT. TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT
ANAKIN rides over a large dune toward a small flickering light in the distance.

He rides up and stops the bike in front of a campfire. There are bodies of THREE DEAD FARMERS lying beside the campfire. TWO EOPIES are thethered nearby, along with a burned and smoking speeder.

EXT. TATOOINE, LANDSCAPE (FULL MOON) - NIGHT
THREE DIFFERENT SHOTS. ANAKIN rids the speeder bike through three exotic landscapes. In one shot, he stops and looks down at some tracks. Then he starts up his speeder and rides off.

EXT. TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT
The lights of the vaporators blink in the night sky. Somewhere close by, a night animal HOWLS.

EXT. TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) - NIGHT
PADME is pacing the courtyard restlessly. She stops, listening to the animal HOWLING nearby. She shivers slightly, then turns and goes into the garage at the side of the courtyard.

INT. TATOOINE, HOMESTEAD - GARAGE (FULL MOON) - NIGHT
PADME stands looking at a speeder parked in the garage. Short silence. Then:

C-3PO
Please don't leave us, Miss Padme.
These people need your help.

THREEPIO is parked in a corner.

PADME
I'm not leaving, Threepio. I just
can't sleep.

C-3PO
That's something I cannot relate
to. As a Protocol Droid, I'm
either active or inactive.
There's no in-between.

PADME
I guess you're lucky.

C-3PO
Do you really think so..? I
suppose I shouldn't expect...

PADME
You're not happy here?

C-3PO
Oh, I'm not unhappy... and my
masters here ar so kind I
wouldn't wish to trouuble them,
it's just... being like this...
well, it's embarrassing.

PADME
Being like what?

C-3PO
Naked. If you pardon the
expression. You see, when Master
Annie made me, he never quite
found the time to give me any
outer covering. It's so
humiliating. How would you like it
if you had to go around with all
your circuits showing?

PADME
I guess I wouldn't like it at all.

C-3PO
Of course you wouldn't. Nobody
would. It's simply not protocol.

PADME looks thoughtfully at a pile of spare parts and bits of metal and tools.

PADME
Maybe we can do something about it.

C-3PO
I don't think so. Only Master
Annie...

PADME
Why not? They seem to have a box
of old coverings here.

C-3PO
Oh? How observant of you, Miss
Padme. Of course, I'm just not
mechanically minded... if you see
what I mean.

PADME picks up a piece of metal and holds it against him.

PADME
Let's see, if we put this...
here...

C-3PO
Ooooh! That's tickles.

PADME
You'll have to be quiet, Threepio.
Hold still, please.

EXT. SPACE, GEONOSIS RINGS
A huge chunk of rock tumbles slowly through the asteroid bely. CAMERA CLOSES, to discover Obi-Wan's Starship hidden in a blasted-out area on the pitted back side of the great rock.

INT. COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS
OBI-WAN looks out toward Geonosis and sees in the distance a large fleet of Trade Federation Ships hidden among the asteroids. He starts the engines of his fighter.

Obi-Wan's Fighter moves out from the back side of the asteroid and heads away from the asteroid field, descending toward Geonosis.

EXT. GEONOSIS, LANDING AREA - NIGHT
Obi-Wan's ship skims across the top of a small mesa along the edge of a rocky ridge. He maneuvers under a rock overhang and lands. He gets out of the Fighter and walks onto the mesa. The wind whips at him. He looks around.

Geonosis is a red rock planet, featureless apart from buttes and mesas, and occasional tall stalagmites that stand out dramatically on the arid plains.

The night is quiet, except for an occasional WEIRD CRY. OBI-WAN checks his bearings, then heads away.

EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT
OBI-WAN climbs a steep, narrow trail. Suddenly, a CRY is heard close by. OBI-WAN stumbles slightly. His foot slips on the edge, sending a stream of peblles skittering into the darkness.

OBI-WAN listens. Silence. He draws his lightsaber but does not ignite it.

He sets off again and works his way around a narrow corner, to confront a crouching MASSIFF (a dog-sized lizard) with slavering fangs! The beast leaps at him, and OBI-WAN ignites his lightsaber as the MASSIFF knocks him on his back. Its jaws open wide. OBI-WAN stabs the creature, throws it off of him, and jumps up.

A SECOND MASSIFF jumps from behind. OBI-WAN swings around and cuts it in half. The MASSIFF flies over the cliff, HOWLING. It plummets to its death hundreds of feet below.

EXT. TATOOINE, CLIFF (FULL MOON) - NIGHT
ANAKIN pulls up near the edge of a cliff. He gets off the bike and creeps to the edge. He looks over to see a Tusken camp in the oasis below. One of the huts at the edge of the camp has TWO TUSKEN GUARDS outside it.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON) - NIGHT
ANAKIN creeps through the camp, working his way from hut to hut, flattening himself against the wall,s overhearing snatches of Tusken conversation from inside, using the shadows to him him until he arrives at the hut with the TWO GUARDS. They are sitting a short distance from the door. ANAKIN wriggles around the black. He takes out his lightsaber and cuts into the base of the wall.

INT. TUSKEN RAIDER HUTT - NIGHT
The lightsaber completes the hole in the wall. ANAKIN wriggles in. He pulls himself to his feet. There are candles everywhere.

A shaft of moonlight from a hole in the roof pierces the gloom of the hut. By its light, ANAKIN sees SHMI, hanging from a wooden frame in the middle of the hut.

He cuts her free, takes her into his arms, and lowers her gently to the ground. Her eyes are closed. Her face is bloodied. She has been
terribly beaten. Anakin cradles her tenderly.

ANAKIN
Mom... Mom... Mom...

SHMI'S eyelids flutter - and barely open. They are caked with blood.

SHMI
Annie...? Is it you?

SHMI'S eyes focus slowly. ANAKIN gives a little choking gasp.

ANAKIN
I m here, Mom. You re safe. Hang
on. I m going to get you out of
here...

SHMI
I m so glad... to see you,
Annie... Now... I am complete...

ANAKIN
Just stay with me, Mom. I m going
to make you well again.
Everything s going to be fine.

SHMI
You look so handsome. My son...
my grown-up son. I m so proud of
you, Annie... so proud... I missed
you so much... I love...

SHMI dies. ANAKIN draws her to his breast. There is silence for a moment. ANAKIN lifts his head, listening for a moment, then he sits on the floor of the Tusken hut, cradling his dead mother in his arms.

EXT. GEONOSIS, ROCK FACE TRAIL - NIGHT
OBI-WAN arrives at the head of the trail. Far below, a flat plain stretches into the distance. He stop, peering into the darkness, where strange shapes loom indistinctly.

OBI-WAN takes a pair of electronic binoculars from his belt and puts them to his eyes. He sees a cluster of great towers like fantastic stalagmites rise from the plain below.

SLOW PAN with the binoculars, and suddenly a line of Battle Starships come into view. OBI-WAN touches the viewfinder. Between fifty and a hundred Federation Starships in near rows. Some are on platforms that are carrying the Starships diwn to an underground facility. Other platforms are rising to the surface. They carry THOUSANDS of BATTLE DROIDS that step off and file into the waiting ships. A fully loaded Starship takes off. OBI-WAN swings the binoculars upward, to see more Federation Starships.

EXT. TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN
The pale light grows. Thin tendrils of smoke rise slowly in the cold, clear air. Somewhere an dog BARKS. An OLD WOMAN comes out of one of the huts. She carries a pail. She swirls it and tosses the dirty water onto the ground.

As she goes back inside the hut, a TUSKEN CHILD runs past, dragging a stick in the sand. The CHILD runs through the line of huts, turns a corner, and stops suddenly, staring at the bodies of the TWO TUSKEN GUARDS. Between them, ANAKIN stands outside the hut door. His face is a grim mask. The CHILD stares, then there is a FLASH OF LIGHT as Anakin s lightsaber switches on.

EXT. GEONOSIS, LANDING AREA - NIGHT
OBI-WAN comes running back to his ship and climbs into the cockpit. He settles into his seat. His ARFOUR DROID beeps a happy greeting. OBI-WAN switches on his comlink.

OBI-WAN
"Guiding light" to "old folks
home."

EXT. CORUSCANT, REPUBLIC EXECUTIVE BUILDING - DAY
LOW ANGLE. A line of reflecting pools with splashing fountains flanked by statues on each side leads to the main entrance to the awesome building.

INT. CORUSCANT, CHANCELLOR'S OFFICE
A hologram of OBI-WAN flickers in front of a group, made up of Jedi (YODA, MACE WINDU, and KI-ADI-MUNDI) and Senators (BAIL ORGANA, ASK AAK, LUMINARA, and JAR JAR). PALPATINE and MAS AMEDDA are in the middle of the group, watching with growing concern.

OBI-WAN
...Starships from the Trade
Federation and the Commerce Guilds
are taking deliveries of battle
droids from the foundries on
Geonosis.

BAIL ORGANA
That's outrageous! The treaty
forbids the Trade Federation from
building up an army. What are
they doing?!

OBI-WAN
The droid foundry seems to be
working at full capacity. I am
going to go down and investigate.
I will bring Jango Fett back home
for interrogation.

PALPATINE
Those Geonosian foundries are part
of the Techno Union. We will call
in their representatives and ask
them a few very pointed questions.

OBI-WAN
One more thing. Jango mentioned
he was recruited by someone named
Darth Tyranus. Any idea who that
might be?

YODA
With the forename Darth, a Sith he
must be.

MACE WINDU
Our missing apprentice. They are
playing their hand at last.

OBI-WAN
Do you believe he could be the
mysterious Sido-Dyas, who made the
deal for the clone army?

YODA
Perhaps too many pieces are missing
from this puzzle, there are.

MACE WINDU
Be careful, Obi-Wan. This
investigation is becoming less
than routine. Do you need help?

OBI-WAN
Let me see if I can figure out
what's going on first.

The hologram of OBI-WAN fades off. PALPATINE stares at the spot where the hologram was in disbelief.

BAIL ORGANA
The Commerce Guilds are preparing
for war... there can be no doubt
of that.

PALPATINE
Count Dooku must have made a
treaty with them.

MACE WINDU
We must stop them soon before
they're fully ready.

SENATOR ASK AAK
The debate is over, we need
that clone army now!

BAIL ORGANA
Unfortunately, the debate is not
over. The Senate will never be
able to approve the use of that
army before the separatists
attack.

Mas Amedda, who had been silent up until now suddenly speaks up.

MAS AMEDDA
This is a crisis! If the Senate
votes the Chancellor emergency
powers, he could approve the use
of the army in a minute.

PALPATINE
Please, please, I don't wish to
have emergency powers. That's too
extreme a solution. It's akin to
a dictatorship. We must rely on
the Jedi. Master Yoda, how many
are available to go to Geonosis?

MACE WINDU and YODA look at one another.

YODA
Two Hundred,... less or more.

BAIL ORGANA
With all due respect for the Jedi
Order, two hundred will be no
match for hundreds of thousands of
battle droids.

MACE WINDU
Patience. We should wait for Obi-
Wan to report back. We don't know
that Count Dooku has made a treaty
with the Corporate Alliance, it's
speculation.

SENATOR ASK AAK
But we must prepare for the worst.
I'm going to propose a motion
granting emergency powers to the
Chancellor at the next session. We
must not wait!

PALPATINE
Out of the question, Senator! You
and I are too closely aligned.
The issue will become partisan and
debates will begin. The proposal
must come from a neutral source.

MAS AMEDDA
If only Senator Amidala were here.

JAR JAR steps forward from the back of the group.

JAR JAR
Supreme Chancellor... my august
colleagues, I would be proud to
propose the motion in question.
This is a grave situation, and I'm
sure Senator Amidala, and the
Queen of Naboo would agree.

SENATOR ASK AAK
Thank you, Representative Binks.

Silence. Then PALPATINE sighs deeply.

PALPATINE
If called upon, I will serve. But
it will be the saddest day of my
life.

EXT. TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - DAY
All is quiet. BERU comes out of the house. She goes to a moisture line and starts to draw water.

INT. TATOOINE, HOMESTEAD, GARAGE - DAY
PADME fixes the last piece of covering onto THREEPIO.

PADME
There!

PADME stands back. OWEN is with her. They look at THREEPIO. He isn't the golden figure we know because PADME has had to use whatever stuff she could findin the garage. He is multi-coloured in several textures, but he is complete.

C-3PO
Um. How do I look?

OWEN
Great! You look perfect.

C-3PO
Perfect? Oh, Miss Padme, I'm so
happy!
(extending his hand to shake hers)
Oh, pardon me.

THREEPIO drops his hand and bows formally.

THREEPIO
(continuing)
Thank you.

He forgets formality and hugs her. PADME hugs him back, laughing.

C-3PO
(continuing)
Thank you! Thank you! Thank you!

OWEN
(grinning)
Well, Padme, I think he should be
yours from now on... I know that
is what my Mom would want.

C-3PO
Oh, my!

Then suddenly, from outside:

BERU (V.O.)
Come topside, everybody! He's
back! He's back!





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INT. TATOOINE, HOMESTEAD, GARAGE - DAY
A rough hologram of OBI-WAN is projected onto the garage by ARTOO. ANAKIN, PADME and THREEPIO watch the flickering image.

OBI-WAN
...Alliance have pledged their
armies to Count Dooku and are
forming an... Wait!... ah...
attack... I don't... make it...
aaaggghhh!

The hologram cuts off. ANAKIN jumps up, agitated.

ANAKIN
I'm going after him!

PADME
I thought the first thing he said
was to retransmit his message to
Coruscant.

ANAKIN
Yeah, you're right, you're right.

EXT. TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY
ANAKIN, PADME, ARTOO and THREEPIO leave the homestead, waving to CLIEGG, OWEN and BERU as they go into the desert.

INT. COCKPIT, NABOO STARSHIP - SUNSET
ANAKIN sits down in the cockpit with PADME. THREEPIO is behind them. ARTOO is beside him. They are watching a hologram of MACE WINDU.

MACE WINDU
We will deal with Count Dooku. The
most important thing for you,
Anakin, is to stay where you are.
Protect the Senator at all costs.
That is your priority.

ANAKIN
Understood, Master.

The hologram switches off. PADME is looking at the readout on the ship's control panel.

PADME
They'll never get there in time to
save him. They have to come half
way across the galaxy. Look,
Geonosis is less than a parsec away.

PADME starts to hit buttons and flick switches. ANAKIN puts a hand over hers, stopping her. She stares at him.

ANAKIN
If he's still alive.

PADME
Annie, are you just going to sit
here and let him die?? He's your
friend... your mentor...

ANAKIN
...He's like my father, but you
heard Master Windu. He gave me
strict orders to stay here.

PADME
He gave you strict orders to
protect me...

PADME pulls her hand free and flicks more switches. The engines fire.

PADME
(continuing)
...and I'm going to save Obi-Wan.
So if you plan to protect me, you
will have to come along.

ANAKIN grins and takes the controls.

EXT. TATOOINE, BLUFF OVERLOOKING HOMESTEAD - SUNSET
The Naboo Starship rises from the bluff and zooms away.

EXT. CORUSCANT, JEDI TEMPLE - DAY
TWO HUNDRED JEDI KNIGHTS are assembling outside the huge center of the Jedi Order.

INT. CORUSCANT, JEDI TEMPLE, COUNCIL CHAMBER - DAY
The JEDI COUNCIL are assembled as MACE WINDU makes his plea.

MACE WINDU
The longer we wait, the stronger
Dooku's armies become. We cannot
wait for the Senate to make up its
mind about granting the Chancellor
emergency powers, in order to be
able to use that clone army... We
have the authority to go now. We
must go now.

All of the JEDI COUNCIL nod their approval.

YODA
Agreed, Master Windu. Two hundred
Jedi send. Enough, let's hope
they are.

INT. CORUSCANT, MAIN SENATE CHAMBER - DAY
Inside the great rotunda, the UPROAR is even louder. Opposing SENATOES yell furiously at one another.

MAS AMEDDA
Order! Order!!

Finally, the uproar dies.

PALPATINE
In the regrettable absence of
Senator Amidala, the chair
recognises Senior
Representative of Naboo, Jar Jar
Binks.

Amid the conflicting storm of CHEERS AND BOOS, JAR JAR, with TWO GUNGAN AIDES, floats on his pod to the middle of the vast space. He looks at PALPATINE nervously. PALPATINE nods. JAR JAR clears his throat.

JAR JAR
Senators, dellow felagates...

Laughter. Jeers. JAR JAR blushes.

MAS AMEDDA
Order! The Senate will accord the
Representative the courtesy of a
hearing!

Comparative quiet. JAR JAR grips the edge of the podium.

JAR JAR
In response to the direct threat
to the Republic from the
Confederacy of Independent
Systems, I propose that the Senate
gives immediate emergency powers to
the Supreme Chancellor.

Uproar. JAR JAR looks a little sheepish.

JAR JAR
(continuing)
Who can deny these are exceptional
times? Exceptional times demand
exceptional measures!
Exceptional measures demand
exceptional men!

ORN FREE TAA
We won't support a dictator.

SHOUTS of agreement.

JAR JAR
That is the sentiment every one of
us agrees with! And when the
shadow of war has dispersed and
the bright day of liberty has
dawned once again, the power we now
give to the Supreme Chancellor
will be gladly, and swiftly
returned. Out ancient liberties
will be restored to us, burnished
even more brightly than before!

Brief silence, then a rolling wave of APPLAUSE. JAR JAR beams and bows.

PALPATINE rises.

PALPATINE
It is with great reluctance that
I have agreed to this calling. I
love democracy... I love the
Republic. The fact that this
crisis is demanding I be given
absolute power to tule over you is
evident. But I am mild by nature
and have no desire to destroy
the democratic process. The power you
give me I will lay down when this
crisis has abated, I promise you.
And all I ask in return is when my
current term of office is over,
you allow me to reture and live
out my life in peace.

MAS AMEDDA
We shall proceed to the vote. All
those in favor of granting
emergency powers to the Supreme
Chancellor, signal ate at this
time... those opposed?

EXT. SPACE
The Naboo Starship heads toward the rings of Geonosis.

EXT. GEONOSIS, LANDING AREA
The Naboo Starship lands.

INT. COCKPIT, NAOO STARFIGHTER - DAY
ANAKIN switches off the engines. ARTOO and THREEPIO are in the navigation area of the cockpit. PADME is in the co-pilot's seat. She gets up.

ANAKIN
Hey, where are you going?

PADME
To find Obi-Wan.

ANAKIN gets up and goes over to her.

ANAKIN
No! You're not!

He grabs her arm.

PADME
Let go of me!

ANAKIN
I'm not letting you go out there.
It's too dangerous.

PADM 
What?!?

ANAKIN
It's my job to protect you. I said
it's too dangerous. You're not
going, and that's final!

PADM 
Don't you give me orders, Annie!
I'm a Senator of the Galactic
Republic. You have no authority
to contain me, restrain me, or
direct me! You remember your
place, young man.
(standing up)
Now you can come along and protect
me or stay here. It's up to you.

PADME storms out of the cockpit of the Naboo Starfighter. ANAKIN stands scratching his head, then follows.

ARTOO BEEPS and WHISTLES.

C-3PO
Yes, it is, Artoo. Most
confusing. One moment they're
generating a pleasant mutual
attraction and the next, waves of
violent hostility. Even though
I'm programmed to understand them,
I doubt if I ever shall.

ARTOO WHISTLES a plaintive sigh.

INT. GEONOSIS, CORRIDORS - DAY
ANAKIN and PADME enter the stalagmite city. They stop, looking around in wonder at the emptiness.

PADME
(in a low voice)
It's empty!

They start forward. As they pass, the surface of the pillars seems to pulse slowly and move. High above WINGED CREATURES grow from the pillars and detach themselves.

INT. GEONOSIS, CENTRAL SQUARE - DAY
ANAKIN and PADME cross the square, reaching the middle. They stop suddenly as FOUR GEONOSIANS grabs them. ANAKIN reaches for his lightsaber.

PADME
Wait!

TWENTY WINGED GEONOSIANS carrying weapons alight on the flagstones in front of them.

The GEONOSIANS part, and COUNT DOOKU appears. He bows courteously.

COUNT DOOKU
Senator Amidala, I've heard so
much about you.

PADM 
Count Dooku, I assume.

COUNT DOOKU
I'm delighted to meet you at
last. We have a great deal to
discuss, Senator. I hope you can
keep your young Jedi under control.

PADM 
Don't worry he's housebroken.

INT. CONFERENCE ROOM (GEONOSIS) - DAY
COUNT DOOKU sits at a large conference table with PADME on the far
side. ANAKIN stands behind her with FOUR GEONOSIANS GUARDS standing behind him. JANGO FETT stands behind COUNT DOOKU, and SIX GEONOSIAN GUARDS stand behind him.

PADM 
You are holding a Jedi Knight, Obi-
Wan Kenobi. I am formally
requesting you turn him over to
me, now.

DOOKU
He has been convicted of
espionage, Senator, and will be
executed. In just a few hours, I
believe.

COUNT DOOKU smiles.

PADM 
He is an officer of the Republic.
You can't do that.

DOOKU
We don't recognise the Republic
here, Senator. But if Naboo were
to join our Alliance, I could
easily hear your plea for clemency.

ANAKIN grabs his lightsaber but doesn't turn it on.

PADM 
And if I don't join your
rebellion, I assume this Jedi with
me will also die?

DOOKU
I don't wish to make you to join
our cause against your will,
Senator, but you are a rational,
honest representative of your
people and I assume you want to do
what's in their best interest.
Aren't you fed up with the
corruption, the bureaucrats, the
hypocrisy of it all?.. Aren't
you? Be honest, Senator.

PADM 
The ideals are still alive, Count,
even if the institution is failing.

DOOKU
You believe in the same ideals we
believe in! The same ideals we
are striving to make prominent.

PADM 
If what you say is true, you
should stay in the Republic and
help Chancellor Palpatine put
things right.

DOOKU
The Chancellor means well, M'Lady
but he is incompetent. He has
promised to cut the bureaucracy,
but the bureaucrats are stronger
than ever, no? Senator, the
Republic cannot be fixed. It is
time to start over. The
democratic process in the Republic
is a sham, a shell game played
on the voters. It will not be long
before the cult of greed, called
the Republic, will lose even the
pretext of democracy and freedom.

PADM 
I cannot believe that. I will not
forsake all I have honoured and
worked for and betray the
Republic. I know of your treaties
with the Trade Federation, the
Commerce Guilds, and the others,
Count. What is happening here is
not government that has been
bought out by business... it's
business becoming government!

DOOKU
Are you willing to betray your Jedi
friends? Without your co-operation
I can do nothing to stop their
execution.

PADM 
What is to happen to me? Am I to be
executed also?

DOOKU
I wouldn't think of such an
offence. But, there are
individuals who have a strong
interest in your demise, M'lady.
It has nothing to do with
politics, I'm afraid. It's purely
personal, and they have already
paid great sums to have you
assassinated. I'm sure they will
push hard to have you included in
the executions. I'm sorry but if
you are not going to co-operate, I
must turn you over to the
Geonosians for justice. I've done
all I can for you.

JANGO FETT moves over to ANAKIN.

JANGO FETT
I'll take that weapon.

ANAKIN hesitates.

DOOKU
You may cause a lot of bloodshed,
my young Jedi, but you will not
escape.

PADM 
Anakin...

ANAKIN hands his lightsaber over to JANGO FETT.

INT. GEONOSIS, HIGH AUDIENCE CHAMBER - DAY
ANAKIN and PADME are standing in the centre of what looks like a courtroom. Seated before them in a tall, boxed-off area is POGGLE THE LESSER, Archduke of Geonosis. He is accompanied by his underling, SUN RIT. Off to one side the Separatist Senators PO NUDU, TESSEK, and TOONBUCK TOORA. Next to them are the Commerce Dignitaries, SHU MAI, NUTE GUNRAY, PASSEL ARGENTE, WAT TAMBOR and SAN HILL of the Intergalactic Bank Clan. Along the wall about a HUNDRED GEONOSIANS wait for a verdict.

SUN RIT
You have been charged and found
guilty of Espionage.

POGGLE
Do you have anything to say before
your sentence is carried out?

PADM 
You are committing an act of war,
Archduke. I hope you are prepared
for the consequences.

POGGLE laughs. COUNT DOOKU simply smiles.

POGGLE
We build weapons, Senator... that
is our business! Of course we're
prepared!

NUTE GUNRAY
Get on with it. Carry out the
sentence. I want to see her suffer.

POGGLE
Your other Jedi friend is waiting
for you, Senator. Take them to
the arena!

FOUR GUARDS take hold of PADME and ANAKIN. They are escorted out of the chamber to the sounds of chuckling.

INT. GEONOSIS TUNNEL TO EXECUTION ARENA - DAY
In the gloomy tunnel, ANAKIN and PADME are tossed into an open cart. The murmur of a vast crowd is heard offscreen. GUARDS extend their arms along the framework and tie them so that they stand facing each other.

The DRIVER gets up onto his seat.

ANAKIN
Don't be afraid.

PADM 
I'm not afraid to die. I've been
dying a little bit each day since
you came back into my life.

ANAKIN
What are you talking about?

PADM 
I love you.

ANAKIN
You love me?! I thought we
decided not to fall in love. That
we would be forced to live a lie.
That it would destroy our lives...

PADM 
I think our lives are about to be
destroyed anyway. My love for you
is a puzzle, Annie, for which I
have no answers. I can't control
it... and now I don't care. I
truly, deeply love you, and before
we die I want you to know.

PADME leans toward ANAKIN. By straining hard, it is just possible for
their lips to meet. They kiss.

ANAKIN
I have no desire to be cured of
this love either. Long or short,
I vow to spend the rest of my life
with you.

They kiss again.

The DRIVER cracks his whip over the ORRAY harnessed between the shafts. The cart jerks forward. Suddenly, there isa HUGE ROAR and blinding sunlight as they emerge into the arena

INT. GEONOSIS, EXECUTION ARENA - DAY
The great stadium is packed with tier upon tier of yelling GEONOSIANS. The cart trundles to the center, where OBI-WAN is chained to one of four upright posts thatare three feet in diameter. The cart stops. PADME and ANAKIN are taken down, dragged to posts, and chained to them. PADME is in the center.

OBI-WAN
I was beginning to wonder if you
had gotten my message.

ANAKIN
I retransmitted it as you
requested, Master. Then we decided
to come and rescue you.

OBI-WAN
It looks like you're going a good
job so far.

Their arms are pulled high above their heads, and the cart drives away. There is another ROAR as POGGLE THE LESSER, COUNT DOOKU, NUTE GUNRAY, THE FETTS and DIGNITARIES arrive in the archducal box and take their places.

SUN RIT
The felons before you have been
convicted of espionage against the
Sovereign System of Geonosis.
Their sentence of death is to be
carried out in this public arena
henceforth.

The crowd ROARS and CHEERS. In the box, POGGLE THE LESSER rises. The crowd becomes quiet.

POGGLE
Let the executions begin!

The crowd goes wild.

ANAKIN
I have a bad feeling about this.

From different gates around the arena, THREE MONSTERS are driven in. One is a REEK (bull-like), one is a NEXU (lion-like), and one is an ACKLAY (a kind of dino-lobster). They are driven in by PICADORS carrying long spears and riding ORRAYS. The PICADORS poke the MONSTERS toward the center, then retire to the perimeter.

The MONSTERS toss their heads, looking around, ROARING or SCREECHING. Then they catch sight of the THREE CAPTIVES and start moving toward them.

OBI-WAN
Take the one the left. I'll
take the one on the right.

ANAKIN
What about Padme?

PADME has turned around and is pulling herself up by the chain to the top of the post. Within a moment, she is standing on top of it, trying to pull the chain free.

OBI-WAN
It looks like she's already on top
of things.

The REEK charges ANAKIN. He jumps up, and the beast hits the post hard. ANAKIN lands onto its back, wrapping part of his chain around its horn. The REEK backs off, shaking its head angrily, which tears the chain from the post

OBI-WAN ducks around the post as the ACKLAY charges. It knocks the post flat, sending OBI-WAN sprawling. The ACKLAY crunches the post between its claws, freeing the chain. OBI-WAN leaps up and runs towards ONE of the PICADORS. The ACKLAY taks off after him.

The NEXU arrives at PADME'S post and rears on its hind legs. One top, PADME struggles to tear the chain free. The NEXU ROARS, displaying wicked, dripping fangs.

In the archducal box, NUTE GUNRAY beams and rubs his hands.

In the arena, OBI-WAN runs at the PICADOR. The ORRAY rears up. OBI-WAN grabs the PICADOR'S long spear and pole vaults over him. The chasing ACKLAY smashes into the ORRAY. It goes down. The PICADOR tumbles onto the sand, where he is grabbed by the ACKLAY and crunched.

ANAKIN's REEK starts to buck. It charges around the arena with ANAKIN hanging on for dear life. He whirls the free length of chain around his head and casts it into the REEK's mouth. Its jaws clamp hard on the chain. ANAKIN yanks hard on the chain, turning the REEK, beginning to ride it.

The NEXU's claws dig deep into the post. The cat-like creature reaches the top of the post and takes a swipe at PADME. She turns and the claw barely catches her shirt ripping it off, leaving superficial claw marks across her back. She hits the creature with her chain and it backs off down the pole. Then, PADME jumps off the post into the air. She swings around on the chain and whacks the beast hard on the head with both her feet. It tumbles back onto the sand.

In the archducal box:

NUTE GUNRAY
Foul!! She can't do that... shoot
her or something!

In the arena, OBI-WAN runs out from behind the fallen ORRAY and throws the spear at the ACKLAY, hitting it in the neck. It lets out a terrible SCREECH and turns on him. The NEXU springs up and makes to leap up at PADME again. She finally manages to work the chain loose. ANAKIN comes charging up on the REEK.

ANAKIN
You okay?

PADME
(nods, gasping)
Sure! Well, sort of.

ANAKIN
Jump!!!

The NEXU springs. PADME leaps from the top of the post to land on the REEK in front of ANAKIN. He hauls her upright. The REEK charges away, around the arena. The NEXU bounds after it. The REEK passes the wounded ACKLAY. The NEXU smells the blood and turns aside to attack the ACKLAY. The TWO MONSTERS fight. The crowd GROANS and BOOS.

In the archducal box, NUTE GUNRAY turns angrily to COUNT DOOKU.

NUTE GUNRAY
This isn't how it's supposed to
be! Jango, finish her off.

COUNT DOOKU motions for the bounty hunter to ptay put. BOBA FETT is enjoying the spectacle.

COUNT DOOKU
(smiling enigmatically)
Patiece, Viceroy... she will die.
Maybe this is the way it's
supposed to end.

OBI-WAN runs and jumps on the back of the REEK behind ANAKIN. Across the arena, the NEXU, having chewed up the ACKLAY, starts to advance toward them.

INT. COCKPIT, NABOO STARSHIP - DAY
ARTOO BEEPS

C-3PO
Yes, it has been rather a long
time. Do you suppose something's
happened to them?

ARTOO BEEPS and WHISTLES.

C-3PO
(continuing)
Danger? Oh no, I shouldn't think
so. It looks a very dull planet
to me. They should be back
shortly. Just stop worrying, Artoo.

EXT. GEONOSIS, EXECUTION ARENA - DAY
In the archducal box, amid the uproar, COUNT DOOKU feels a tap on his shoulder. He turns to see MACE WINDU standing behind him. COUNT DOOKU masks his surprise elegantly as he surveys the arena and sees JEDI KNIGHTS standing at every entrance and exit.

COUNT DOOKU
Master Windu, how pleasant of you
to join us. You're just in time
for the moment of truth. I would
think these two new boys of yours
could use a little more training.

MACE WINDU
Sorry to disappoint you, Dooku.
This party's over.

MACE WINDU signals, and at stategic places around the arena there are sudden flashes of light as about ONE HUNDRED JEDI switch on their lightsabers. The crowd is suddenly silent. COUNT DOOKU'S lips curl in slight amusement.

COUNT DOOKU
(to Mace Windu)
Brave, but stupid, my old Jedi
friend. You're impossibly
outnumbered.

MACE WINDU
I don't think so. One Jedi has to
be worth a hundred Geonosians.

COUNT DOOKU looks around the great theater. His smile grows.

COUNT DOOKU
It wasn't the Geonosians I was
thinking about. How well do you
think one Jedi will hold up
against a thousand battle droids?

COUNT DOOKU signals. THOUSANDS OF DROIDS start to pour into all parts of the arena.

MACE WINDU draws his lightsaber, JANGO FETT draws his guns and fires at MACE WINDU, who deflects the shots. JANGO FETT and MACE WINDU jump into the arena, where they fight. BOBA FETT wacthes his Dad and the Jedi Master fight. The battle beginss. GEONOSIANS fly away everywhere. DROIDS fire at JEDI, who deflect the bolts and cult down the DROIDS. The GEONOSIAN TROOPS fire ray guns that are more difficult for the JEDI to deflect.

The REEK and the NEXU are spooked by the battle. The REEK bucks the riders off its back and stampedes around the arena, trampling DROIDS and JEDI that have moved into its path. PADME picks up a discarded pistol and joins the fight. SEVERAL JEDI run to the center of the arena and toss lightsabers to OBI-WAN and ANAKIN.

Among the crowd, JEDI cut down swaths of GEONOSIANS and DROIDS. On the sand, JEDI fight, attacking DROIDS. OBI0WAN and ANAKIN swing their lightsabers, cutting DROIDS in half. PADME blasts away at DROIDS and GEONOSIANS.

INT. COCKPIT, NABOO STARSHIP
ARTOO whistles.

C-3PO
I don't hear anything.
(Artoo beeps)
You're scaring me! Stop imagining
things!

EXT. GEONOSIS, EXECUTION ARENA - DAY
Among the tiers, JEDI are slowly being driven back. They have killed heaps of GEONOSIANS and have kncoked out piles of DROIDS, but sheer numbers are telling. Individual JEDI are being cut down or blasted  The rest are retreating into the arena.

ANAKIN and PADME are back-to-back, fighting DROIDS and flying GEONOSIANS. MACE WINDU fights fiercely with JANGO FETT. Finally, the bounty hunter falls. His helmet goes flying, bouncing down the steps, tumbling and rolling, kicked here and there by random feet. The bounty hunter's body falls to the ground.

MACE WINDU runs to the center of the arena and fights back-to-back with OBI-WAN, as they swipe and mangle DROIDS.

OBI-WAN
Someone's got to - shut down -
these droids.

MACE WINDU
Don't worry! It's being - taken
care of!

EXT. GEONOSIS, FEDERATION STARSHIP - DAY
KI-ADI-MUNDI leads a raiding party of about TWENTY JEDI through the lines of parked Battle Starships. They cut a swath through masses of DROIDS until they arrive at the Command Starship. Some JEDI fall. The rest cut their way up the ramps and into the Command Ship.

INT. COMMAND FEDERATION STARSHIP, CORRIDORS - DAY
KI-ADI-MUNDI and teh surviving JEDI fight their way through the corridors of the Command Ship, deflecting laser bolts, slicing DROIDS.

INT. COMMAND FEDERATION STARSHIP, CONTROL BRIDGE - DAY
THEY burst onto the bridge and chop down the COMMAND DROIDS. The NEIMOIDIANS flee in all directions. KE-ADI-MUNDI leans over the control panel. He locates the illuminated master switch and punches down on it. It goes dark. Instantly, all the DROIDS on the Starship and all the DROIDS in the arena FREEZE!

There is a moment of stunned silence, then the JEDI CHEER. One the bridge, PLO KOON claps KI-ADI-MUNDI on the back.

PLO KOON
We've done it! Now we have a
chance!

Suddenly, there is a harsh BEEPING SOUND. All the DROIDS on the Starship and all the DROIDS in the arena start fighting again! KI-ADI-MUNDI stares in disbelief and dismay.

KI-ADI-MUNDI
The system's off but they're still
active. That's a new feature. They
are independent of the control
system.

EXT. GEONOSIS, EXECUTION ARENA - DAY
MACE WINDU, OBI-WAN, ANAKIN, PADME and an exhausted group of about TWENTY JEDI stand in the center of the arena surrounded by a ring of BATTLE DROIDS. The bloodied sand around them is strewn with the bodies of DEAD GEONOSIANS, SHATTERED DROIDS and JEDI.

At the foot of some steps, BOBA FETT finds his father's battered helmet. He picks it up.

KI-ADI-MUNDI and the SURVIVORS from the raiding party are herded into the arena by SUPERDROIDS. From the encircling tiers above, THOUSANDS OF BATTLE DROIDS level their weapons menacingly.

In the archducal box, COUNT DOOKU lifts his hand. The DROIDS lower their weapons. The COUNT calls out to the JEDI.

COUNT DOOKU
Master Windu!

Silence.

COUNT DOOKU
(continuing)
You have fought gallantly. Worthy
of recognition in the history
archives of the Jedi Order. Now
it is finished.
(pauses briefly)
Surrender - and your lives will be
spared.

MACE WINDU
We will not be hostages for you to
barter with Dooku.

COUNT DOOKU
Then, I'm sorry, old friend. You
will have to be destroyed.

The DROIDS raise their weapons. ANAKIN and PADME clasps hands tightly. COUNT DOOKU raises his hand to give the order to fire. PADME looks up suddenlt and whispers to ANAKIN.

PADME
Look!

Above, six Gunships are descending fast through the open area in the arena ceiling. They land in a cluster around the handful of JEDI. CLONE TROOPERS spill out and start firing at the DROIDS. There is a hellstorm of laserfire that bounces off the laser shields created by the Gunships. YODA appears at the door of one of the Gunships.

YODA
Come on - hurry! Hurry!

The SURVIVING JEDI dash to the Gunships and scramble in. MACE WINDU hangs on tight as the Gunship, firing all its weapons, rises out of the arena up and over the topmost rim.

EXT. GEONOSIS, TERRAIN OUTSIDE EXECUTION ARENA - DAY
The massed lines of parked Federation Starships and the DROIDS surrounding the arena, are themselves surrounded by thousands of Republic Starships, disgorging TENS OF THOUSANDS OF CLONE TROOPERS. Beyond, more Republic Starships are landing and spewing out troops.

INT. GUNSHIP NUMBER ONE - DAY
MACE WINDU stares at the incredible sight.

YODA
More battalions to the left.
Encircle them we must, then
divide.

The CLONE TROOPERS open fire with artillery. EXPLOSIONS wreck the parked Battle Starships. CLONE TROOPERS advance, firing at the massed DROIDS. FIGHTER DROIDS fly overhead, exchanging fire with the Gunships and JEDI fighters.

INT. COCKPIT, NABOO STARSHIP - DAY
THREEPIO and ARTOO see flashes outside of the ship, exploding everywhere.

C-3PO
I'm sure I heard something, this
time. Didn't you? It's probably
just a celebration

ARTOO lets out an EXHAUSTED BLEEP.

EXT. BATTLEFIELD, GEONOSIS LANDSCAPE - DAY
Gunship  2 skims the battlefield, firing down, deflecting answering fire from the droids.

INT. GUNSHIP NUMBER TWO - DAY
OBI-WAN, ANAKIN and PADME are at the open sides of the Gunship. CLONES fire down at the DROIDS below.

The Gunship slows, circling over a droid gun-emplacement. It blasts it, but suddenly the Gunship is rocked by a near miss. It lurches violently.

OBI-WAN
Hold on! Look over there...

Through the other side of the Gunship, they see a Geonosian Speeder racing past. In the open cockpit is the unmistakable figure of COUNT DOOKU.

ANAKIN
It's Dooku, go after him!

The PILOT starts to comply, but... there is a HUGE BLASTS, the ship lurches on its side, and PADME tumbles out.

ANAKIN
(continuing)
Padme!!!

ANAKIN stares down in horror as PADME hits thr ground below.

ANAKIN
(continuing; to pilot)
Put the ship down! Down!

OBI-WAN
No! Forget her. We have to go
after Dooku.

ANAKIN
No we're not!! Land this ship!

OBI-WAN
Don't let your personal feelings
get in the way. We've got a job to
do.

Below, PADME hauls herself to her feet and waves for them to go after DOOKU.

ANAKIN
I don't care!.. Go back.

OBI-WAN
Anakin! She's all right! Look.

ANAKIN stares out to see PADME rescued by CLONE TROOPERS.

OBI-WAN
(continuing)
Follow that speeder!

On the ground, PADME looks up at Gunship  2 as it speeds away after Count Dooku. OBI-WAN and ANAKIN follow the speeder to a Geonosian tower. The speeder decsends rapidly; the Gunship follows.

Count Dooku's speeder parks outside the tower; the Gunship parks next to it. OBI-WAN and ANAKIN leap down and run inside the tower.

INT. GEONOSIS, SECRET HANGER TOWER - LATE DAY
COUNT DOOKU throws switches on a control panel. His Interstellar Sail Ship is guarded by a SQUAD OF SUPER BATTLE DROIDS. The doors of the exit-port slide open.

DROID CAPTAIN
Your Excellency!

COUNT DOOKU turns as OBI-WAN and ANAKIN run in through the hanger doors. They draw their lightsabers. The DROIDS raise their weapons.

COUNT DOOKU
That won't be necessary, Captain.
Stand down. And leave them to me.

The DROIDS lower their weapons and back off to the walls. COUNT DOOKU looks at OBI-WAN and ANAKIN with slight amusement.

OBI-WAN
(to Anakin)
We move in together - you slowly
on the...

ANAKIN
I'm taking him now!

OBI-WAN
Anakin, no!

ANAKIN
You'll pay for all the Jedi you've
killed today, Dooku.

ANAKIN charges across the open space at COUNT DOOKU, who smiles faintly, watching him come. ANAKIN raises his lightsaber. At the last moment, COUNT DOOKU thrusts out an arm, and ANAKIN is lifted up, hurled across the room, and slammed into the opposite wall. He slumps to the foot of the wall, semi-conscious. COUNT DOOKU moves toward OBI-WAN

COUNT DOOKU
Kenobi, isn't it? As you can see,
my Jedi powers are far beyond
yours. Now, back down.

OBI-WAN
I don't think so.

OBI-WAN lifts his lightsaber. COUNT DOOKU smiles.

COUNT DOOKU
Ah, but if I must.

COUNT DOOKU draws his lightsaber. He and OBI-WAN start to circle each other.

COUNT DOOKU
(continuing)
I have spent the last ten years
learning to use the power of the
Dark Side. It gives me infinitely
greater power.

OBI-WAN
You will have to prove it.

OBI-WAN comes in fast, swinging at COUNT DOOKU'S head. DOOKU parries the cut easily. As they fight, it quickly becomes clear that DOOKU is the complete swordsman - elegant, graceful, classical - a master of the old style.

COUNT DOOKU
Grand Master Kenobi, you
disappoint me. Yoda holds you in
such high esteem.

COUNT DOOKU parried another cut.

COUNT DOOKU
(continuing)
Surely you can do better...?
(parries)
No, I'm surprised. Has Jedi
swordsmanship degenerated so
quickly, or are you trying to make
fun of me?
(cuts)
Which is it?

COUNT DOOKU thrusts. OBI-WAN steps back quickly, panting for breath.

COUNT DOOKU
(continuing)
come, come, Master Kenobi. Put me
out of my misery.

OBI-WAN takes a deep breath, gets a fresh grip on his lightsaber and comes in again. For a moment, he drives COUNT DOOKU back. Then Dooku's superior skill begins to tell again, and he forces OBI-WAN to retreat.

COUNT DOOKU increases the tempo of his attack. OBI-WAN is pushed to the limit to defend himself. DOOKU presses. His lightsaber flashes.

OBI-WAN is wounded in the shoulder, then the thigh. He stumbles back against the wall, trips, and falls. His lightsaber goes skittering across the floor.

COUNT DOOKU raises his lightsaber. OBI-WAN looks up helplessly. Dooku's lightsaber flashes down and CLASHES against - Anakin's lightsaber! COUNT DOOKU and ANAKIN stare eyeball to eyeball.

COUNT DOOKU
(continuing)
That's brave of you, boy - but
foolish. I would have thought
you'd have learnt your lesson.

ANAKIN
I'm a slow learner.

And ANAKIN charges at COUNT DOOKU. The force of his attack catches the Count slightly off balance. Anakin's lightsaber flashes. COUNT DOOKU draws back, putting a hand to his arm. He takes the hand away and looks at the smear of blood whee Anakin has nicked him.

COUNT DOOKU
You have unusual powers, young
Padawan. But not enought to save
you this time.

ANAKIN
Don't bet on it!

OBI-WAN
Anakin!

OBI-WAN uses the Force to catch his lightsaber and he tosses it to ANAKIN. With TWO LIGHTSABERS, ANAKIN attacks. COUNT DOOKU parries and ripostes. It is no contest. ANAKIN is driven back against the wall. He loses one lightsaber. Finally COUNT DOOKU, in one flashing move, sends Anakin's arm, cut at the elbow, flying still gripping his lightsaber. ANAKIN drops to the ground in agony. COUNT DOOKU draws himself up to deliver the coup de grace.

Suddenly, the great doors slide open. The DROIDS turn fast, raising their weapons. Through the thick smoke, emerges the heroic figure of YODA. He stops on the smoke-filled threashold, FOUR DROIDS lined up on either side of him, guns pointed.

Before the DROIDS can get off a shot, YODA raises his hand, and the DROIDS are flung against the far walls and crash to the floor in heaps of smoking metal.

Silence. COUNT DOOKU steps away from ANAKIN to face the Jedi Grand Master. His lightsaber whirls in a formal salute.

COUNT DOOKU
Master Yoda. At last we shall
know who is the most powerful.

YODA draws a miniature lightsaber out of his cane. He salutes formally.

YODA
Count Dooku. No interest in
contests, do I have.

COUNT DOOKU charges across the space at YODA. He rains down blows upon the tiny figure. YODA doesn't budge an inch. For the first part of the contest, he parries every cut and thrust that Dooku aims. Nothing the great swordsman tries gets through. His energy drains. His strokes become feebler, slower.

YODA attacks! He flies forward. COUNT DOOKU is forced to retreat. Wprds are insufficient to describe the range and skill of Yoda's speed and swordplay. His lightsaber his a humming blur of light.

Count Dooku's lightsaber is sent cartwheeling from his hand. He staggers back, gasping and spent, against the control panel. YODA jumps onto DOOKU'S shoulders, and is about to drive the lightsaber into the top of the Count's head.

YODA
(continuing)
The end for you, Count, this is.

COUNT DOOKU
...Not yet...

COUNT DOOKU raises his arms and knocks YODA off his shoulders and then, with all his might, he uses the Force to pull on one of the cranes in the hanger. It comes crashing down on OBI-WAN and ANAKIN. But in the blink of and eye, YODA is under the crane, holding it up, using the Force. YODA closes his eyes and concentrates.

ANAKIN is unconscious, and OBI0WAN tries toget out from under the crane. The fallen crane trembles and starts to life. Behind it, the sound of the Sail Ship's engines are heard starting up.

YODA concentrates harder. Slowly, the crane rises. The SOUND OF THE ENGINES increases. YODA exerts every scrap of his powers. The crane lifts clear of ANAKIN and is thrown to the ground. DOOKU'S Sail Ship takes off. OBI-WAN and ANAKIN struggle to the exhausted YODA, but it's too late. The Sail Ship rises into the air and flies away. PADM  and a CLONE CAPTAIN with about TEN TROOPERS appear in the doorway.

PADM 
Anakin!

PADM  runs too him and throws her arms around him. ANAKIN is barely able to stand up. The CLONE CAPTAIN marches up to YODA, stops, and salutes smartly.

CLONE CAPTAIN
Resistance is at an end, General.
What are your orders ?

YODA looks at him and sighs.

EXT. CORUSCANT, OLD TOWN - DAWN
COUNT DOOKU'S Interstellar Sail Ship glides through a deserted, burned-out part of Coruscant. COUNT DOOKU manoeuvres the ship into one of the empty buildings and lands.

INT. CORUSCANT, SECRET LANDING PLATFORM - DAWN
The ramp lowers. COUNT DOOKU emerges and walks to where the hooded figure of DARTH SIDIOUS stands waiting. COUNT DOOKU bows.

COUNT DOOKU
The Force is with us, my Master.

DARTH SIDIOUS
Welcome home, Lord Tyranus. You have
done well.

COUNT DOOKU
I bring you good news, my Lord.
The war has begun.

DARTH SIDIOUS
Excellent.
(smiling)
Everything is going as planned.

EXT. CORUSCANT, JEDI TEMPLE - SUNSET
The beautiful temple basks in the red glow of the setting sun.

INT. JEDI TEMPLE, COUNCIL CHAMBER - SUNSET

MACE WINDU
Where is your apprentice?

OBI-WAN
On his way back to Naboo. He is
escorting Senator Amidala home.

They are standing, looking out through the tall windows at the great plaza below. YODA sits in his chair.

OBI-WAN
(continuing)
I must admit without the clones,
it would not have been a victory.

YODA
Victory? Victory, you say?

OBI-WAN turns and looks at the sad little Jedi sitting in the Council Chamber. Apart from KI-ADI-MUNDI and PLO KOON, who is wounded, the Chamber is empty.

YODA
(continuing)
Not victory, a defeat, it was...
Master Obi-Wan. Begun, the Clone
War has!

EXT. NABOO LAKE RETREAT, LODGE, GARDEN - LATE DAY
In a rose-covered arbor overlooking the sparkling late, ANAKIN and PADME stand before a NABOO HOLY MAN.

THREEPIO and ARTOO stand by, watching, as the HOLY MAN blesses the happy couple and, amid gently falling rose petals, ANAKIN and PADME kiss.

EXT. CORUSCANT, MILITARY STAGING AREA, BALCONY - LATE DAY
PALPATINE, JAR JAR, BAIL ORGANA and the OTHER SENATORS, with TWO ROYAL GUARDS, stand looking down at the square below.

TENS OF THOUSANDS OF CLONE TROOPS are drawn up in a strict formation or move forwards in near files to climb the ramps of the Military Assault Ships.

On the balcony, PALPATINE'S expression is deeply sad. Everyone watches comberly as, in the square, loaded Assault Ships take off. Other land immediately in their place. The sky above is thick with transports. CLONE TROOPS march and board the Ships.

The Great Clone War has begun...

FADE OUT:

THE END

STAR TREK II: THE WRATH OF KHAN



Written By:
Harve Bennett

Participating Writers
Jack B. Sowards
Samuel A. Peeples









MAIN TITLE SEQUENCE (TO BE DESIGNED)

FADE IN:

1   BLACK                                                        1

Absolute quiet. SOUND bleeds in. Low level b.g.
NOISES of Enterprise bridge, clicking of relays,
minor electronic effects. We HEAR A FEMALE VOICE.

SAAVIK'S VOICE
Captain's log. Stardate 8130.3,
Starship Enterprise on training
mission to Gamma Hydra. Section 14,
coordinates 22 87 4. Approaching
Neutral Zone, all systems
functioning.

INT. ENTERPRISE BRIDGE

As the ANGLE WIDENS, we see the crew at stations;
(screens and visual displays are in use): COMMANDER
SULU at the helm, COMMANDER UHURA at the Comm Con-
sole, DR. BONES McCOY and SPOCK at his post. The
Captain is new -- and unexpected. LT. SAAVIK is young
and beautiful. She is half Vulcan and half Romulan.
In appearance she is Vulcan with pointed ears, but her
skin is fair and she has none of the expressionless
facial immobility of a Vulcan.

SULU
Leaving Section Fourteen for
Section Fifteen.

SAAVIK
Project parabolic course to
avoid entering Neutral Zone.

SULU
Aye, Captain.

UHURA
(suddenly)
Captain... I'm getting something
on the distress channel. Minimal
signal... But something...

SAAVIK
Can you amplify?

UHURA
I'm trying...

SULU
Course change projected.

UHURA
It's an emergency distress call!

SAAVIK
On speakers!

VOICE
(filtered, breaking up)
Imperative! Imperative! This is
the Kobayashi Maru -- nineteen
periods out of Altair Six. We
have struck a gravitic mine and
have lost all power... Our hull
is...
(breaks up, static)
... and many casualties.

UHURA
This is the Starship Enterprise.
Your message is breaking up. Give
your coordinates. Repeat --

VOICE
Enterprise, our position is Gamma
Hydra, Section Ten...

SAAVIK
In the neutral zone.

VOICE
Hull penetrated, life support
systems failing. Can you assist
us, Enterprise? Can you...

Breaks up.

SAAVIK
Data on Kobayashi Maru! Tactical!

Tactical on big screen.

COMPUTER VOICE
Subject vessel is third class
neutronic fuel carrier, crew of
eighty-one, three hundred passengers.

SAAVIK
Damn.
(then)
Mr. Sulu, plot an intercept course.

SULU
May I remind the Captain that if a
Starship enters the zone --

SAAVIK
I'm aware of my responsibilities,
Mister.

SULU
(with a nod)
... Now entering the Neutral
Zone...

2   OMITTED                                                      2

3   INT. ENTERPRISE BRIDGE - ANOTHER ANGLE                       3

COMPUTER VOICE
Warning. We have entered the
Neutral Zone... Warning...

SULU
Estimating two minutes to intercept.

On screen: Enterprise approaches the stricken vessel.

SAAVIK
Stand by transporter room, ready
to beam survivors, aboard.

UHURA
Captain, I've lost their signal!

COMPUTER VOICE
Alert. Sensors indicate three
Klingon Cruisers, bearing 316,
mark 4, closing fast.

SAAVIK
Visual!

On screen we see the approach  of the Klingon vessels,
they are dark and sinister.

SAAVIK
(continuing)
Battle stations! Activate shields!

The ALARM SOUNDS.

SULU
Shields activated!

SAAVIK
Inform the Klingons we are on a
rescue mission...

UHURA
They're jamming all frequencies,
Captain --

COMPUTER VOICE
Klingons on attack course and closing.

Screen verifies this. Saavik makes an agonized choice.

SAAVIK
We're over our heads. Mr. Sulu,
get us out of here.

SULU
I'll try, Captain.

COMPUTER VOICE
Klingon cruisers approaching,
bearing 090, mark 20.

SAAVIK
Visual!

The image flops: more Klingons approach. They FIRE
photon torpedoes.

SAAVIK
(continuing)
Evasive action!

Sulu does his best, but Enterprise is hit; Sulu is
hurled from his station, and Bones hurries to him.

SAAVIK
(continuing)
Engineering! damage report!

SCOTTY'S VOICE
(INTERCOM)
Main energizer hit, Captain!

SAAVIK
Engage auxiliary power. Prepare
to return fire!

The bridge takes another hit -- a big one. In its wake
there is a second electrical EXPLOSION along the communi-
cations panel. Uhura falls from her station. Bones
rushes to her side amid the smoke and alarms.

A CADET
Shields collapsing, Captain!

SCOTTY'S VOICE
(FILTERED)
Captain, we're losing auxiliary
power!

SAAVIK
Fire all phasers...!

SPOCK
No power to the weapons system,
sir.

Another hit: reverberating flashes of spark and flame
on the bridge. Spock dies. Bones comes to him, but
even as he coughs his way through the smoke, a final
hit and Bones falls. The room is smoke filled and a
shambles. Saavik looks about in shock.

SCOTTY'S VOICE
(FILTERED)
Captain, it's no use. We're
dead in space.

Saavik digests this for a painful moment. Then, touch-
ing a comm button:

SAAVIK
Activate escape pods. Send out the
Log Buoy... All hands abandon ship.
Repeat -- all hands --

KIRK'S VOICE
(FILTERED)
All right, open her up.

There is a loud CLANGING and  --

4   FULL SHOT - ENTERPRISE BRIDGE                                4

The side walls of the "bridge" slide apart, revealing
a lighted room beyond. Through the opening strides
KIRK. He stops, surveys the shambles, and shakes his
head.

SAAVIK
Any suggestions, Admiral?

KIRK
Prayer, Mr. Saavik. The Klingons
do not take prisoners.
(to Spock)
Captain.

SPOCK
Trainees to the briefing room.

Sulu awakens with a grin. Uhura straightens herself
demurely. The Trainees head toward the distant room,
Spock rises and leaves. Bones remains on the floor,
head propped in his hand, whimsically.

KIRK
Physician, heal thyself.

BONES
That's all you have to say?

KIRK
I'm not a drama critic.

Bones rolls his eyes and rises. Kirk sees Saavik who
has not moved.

KIRK
(continuing)
Well, Mr. Saavik, are you going
to stay with the sinking ship?

SAAVIK
Permission to speak candidly, sir?

KIRK
Very well.

SAAVIK
(fights emotion)
I don't believe this was a fair
test of my command capabilities.

KIRK
And why not?

SAAVIK
Because... there was no way to win.

KIRK
A no-win situation is a possibility
every commander may face. Has that
never occurred to you?

SAAVIK
... No, sir. It has not.

KIRK
How we deal with death is at least
as important as how we deal with
life, wouldn't you say?

SAAVIK
(falters)
As I indicated, Admiral, that
thought had not occurred to me.

KIRK
Then you have something new to think
about. Carry on.

She stays at attention.

BONES
Wouldn't it be easier to put
an experienced crew back on the
ship?

KIRK
They'll learn. Galloping about the
cosmos is a game for the young,
doctor.

He leaves. They look at each other.

UHURA
(offended)
What is that supposed to mean?

HOLD ON Saavik.

5   INT. CORRIDOR OUTSIDE THE SIMULATOR ROOM - DAY               5

Kirk rounds the corner and sees Spock, leaning against
the wall.

KIRK
(dry)
Aren't you dead?

Spock almost smiles.

KIRK
(continuing)
I assume you are loitering here
to learn what efficiency rating
I plan to give your cadets.

SPOCK
I am understandably curious.

They walk together.

KIRK
They destroyed the simulator room
and you with it.

SPOCK
The Kobayshi Maru scenario
frequently wreaks havoc with
students and equipment.
(dry)
As I recall you took the test
three times yourself. Your final
solution was, shall we say, unique?

KIRK
(solemn)
It had the virtue of never having
been tried.

SPOCK
Yours was not a solution which
would have occurred to a Vulcan
mentality.

KIRK
So you said at the time. Speaking
of which, your prot g 's first
rare -- a trifle emotional --

SPOCK
She's half Romulan, Jim. The
admixture makes her more volatile
than -- me, for example.

KIRK
Than you. Yes, I see that. By
the way, thank you for this.

He lifts the book.

SPOCK
I know of your fondness for antiques.

KIRK
(reads)
'It was the best of times, it was
the worst of times...' Message,
Spock?

SPOCK
None of which I am consciously
aware -- except, of course, happy
birthday -- surely the best of times.

Kirk looks around uncomfortably, overlaps:

KIRK
Hrummm... and where are you off
to, now?

SPOCK
The Enterprise. I must check in
before your inspection. And you?

KIRK
(shortly)
Home.

Spock studies him --

SPOCK
Something oppresses you.

They are old friends --

KIRK
Something.

He steps into a turbo elevator. The doors close as
Spock watches, wiping the scene.

6   EXT. DEEP SPACE - NEAR CETI ALPHA V                          6

In f.g. is the U.S.S. RELIANT, an older, somewhat
battered starship of the ENTERPRISE class, with a
slightly different configuration. Reliant approaches
an inhospitable-looking yellow planet: CETI ALPHA V

CHEKOV'S VOICE
Starship log, Stardate 8130.4.
This report classified MOST SECRET.
Log Entry by Commander Pavel Chekov,
Duty Officer. Starship USS Reliant
on orbital approach with Ceti Alpha
VI in connection with project code
name GENESIS. We are continuing
our search for a lifeless planet
which will serve as a suitable test
site for the Genesis Experiments.
This is the 16th planet we have
visited, so far, no success.

7   INT. BRIDGE OF RELIANT                                       7

Well-aged and distinctive. The usual compliment of
officers and crew. CAPTAIN CLARK TERRELL, about 45,
soft spoken and in good shape, but somewhat laconic.

Behind Terrell, surveying the data screen is COMMANDER
CHEKOV, aged some, but still boyish.

TERRELL
Standard orbit, Mr. Beach.

BEACH
Standard orbit, sir.

TERRELL
Any change in surface scan?

BEACH
Negative. Limited atmosphere,
dominated by craylon gas, sand and
high velocity winds. Incapable
of supporting life forms.

Forward screen: Ceti Alpha.

CHEKOV
Does it have to be completely
lifeless?

Terrell rises and crosses to Chekov.

TERRELL
Don't tell me you've got something.

CHEKOV
(points)
We've picked up a minor energy flux
reading on one dyno scanner.

TERRELL
Damn! Are you sure? Maybe the
scanner's out of adjustment --

CHEKOV
I suppose it could be a particle
of preanimate matter caught in the
matrix...

TERRELL
All right, let's get on the Comm-pic to
Doctor Marcus. Maybe it's something
we can transplant.

CHEKOV
You know what she'll say...

8   EXT. DEEP SPACE - REGULA I SPACE STATION                     8

A functional cluster of modules serve as a scientific
complex, a futuristic White Sands, orbiting a small
barren plantoid in b.g.: Regula.

CAROL MARCUS'S VOICE
(FILTERED)
Something you can transplant? I
don't know --

9   INT. SPACE STATION - CAROL'S LAB                             9

Big but deserted except for Carol, in contact with
Reliant. Surrounded by equipment clearly meant for
many workers, CAROL MARCUS is in her early forties,
attractive and intelligent. Static mars the trans-
missions.

On the monitor: Terrell and Chekov, looking hopeful.

TERRELL
It might only be a particle of
preanimate matter...

CAROL
Then again it might not. You
boys have to be clear on this:
there can't be so much as a
microbe or the show's off.
(she thinks)
Why don't you have a look? If it
IS something that can be moved...

TERRELL
(eager)
You bet, doctor. We're on our way!

Carol sighs as the image fades, not happy.

10   INT. CORRIDOR, SPACE STATION REGULA I                       10

Carol walks through the labyrinthine complex with
DAVID, her son, a bright young scientist of twenty.
He is good looking and humorous.

DAVID
How can you let them pull that
stuff on you? They're just lazy.

CAROL
And bored. I know. But maybe it
IS something they can...

DAVID
Come on, Mother, that's just the
military mentality. Never put off
tomorrow what you can put off today.
If there's one atom of life...

CAROL
I know, I know...

Silence.

DAVID
Well, don't have kittens.
Genesis is going to work. They'll
remember  you in a wreath with
Newton, Einstein, Surak...

CAROL
(mock outrage)
Thanks a lot. No respect from my
offspring --

DAVID
Par for the course... you teaming
up with me for bridge after dinner?

CAROL
Maybe...

DAVID
Every time we have dealings with
Starfleet, I get nervous.
(shrugs)
We're dealing with something
that COULD be perverted into
a dreadful weapon. Remember that
overgrown boy scout you used to
hang out with? That's exactly
the --

They walk past the CAMERA, their VOICES FADING.

CAROL
Listen, kiddo, Jim Kirk was many
things, but he was never a Boy
Scout...

HOLD ON the empty corridor.

11   INT. KIRK'S APARTMENT, TERRA - NIGHT                        11

Kirk reads the novel, trying to focus. His flat befits
an Admiral and a loner with few possessions, except
a collection of antiques.

WE HEAR A SOFT BONG.

Startled, Kirk lowers the book and pushes a button.

KIRK
Come.

The door slides open and Bones enters. He carries two
packages, one of them wrapped in brown paper.

KIRK
(continuing)
Bless me, doctor; and what beams
you into this neck of the woods?

BONES
'Beware Romulans bearing gifts.'
Happy Birthday...

With a flourish, he pulls out a bottle of blue
liquid.

KIRK
Romulan Ale! Bones, you know
this stuff is illegal --

BONES
(broad)
I only use it for medicinal
purposes. Don't be a pring...

KIRK
(reading the label
with difficulty)
Twenty-two, eighty-three...

BONES
Takes the stuff a while to
ferment. Gimme.

He takes the bottle and pours; continues talking.

BONES
(continuing)
Now open the other one.

Kirk starts to obey.

KIRK
I'm almost afraid to. What did
you bring me, contraband Klingon --

BONES
More antiques for your collection
-- Cheers!

They drink. The package is opened: a pair of gold
"Ben Franklin" half-glasses. (N.B.: Romulan Ale is
an INSTANT DRUNK: both men react.)

KIRK
Cheers. Bones, these are... charming.

BONES
Four hundred years old. You don't
find many with the lens still
intact.

KIRK
Uh -- what are they?

BONES
For your eyes. For most patients
of your age, I generally administer
Retlax Five to restore flexibility
of the lens.

KIRK
But I'm allergic to Retlax.

BONES
Exactly. Happy birthday.

He toasts. Kirk is unsure how they work.

BONES
(continuing)
Slide them down your nose. Now look
at me over the top. And you read
printed matter through the bottom.

KIRK
(reacts)
Amazing! I don't know what to say --

BONES
Say thank you.

KIRK
Thank you.

An awkward silence.

BONES
Damn it, Jim, what the hell's the
matter? Other people have birthdays.
Why're we treating yours like a funeral?

KIRK
Bones, I don't want to be lectured.

BONES
What DO you want? Damn it, why
isn't there a girl here? You know
this has nothing to do with age.
This is about you flying a goddamn
computer console when you wanna be
out hopping Galaxies.

KIRK
Spare me your notions of poetry,
please. We all have our assigned
duties and...

BONES
Bull. You're hiding -- hiding
behind the rules and regulations --

KIRK
And who am I hiding from?

BONES
From yourself, Admiral.

Pause. Kirk pours another drink.

KIRK
Don't mince words, Bones; tell
me what you really think.

BONES
(mild take)
I'm your doctor and I'm your friend,
Jim. Get back your command. Get it
back before you really do grow old.
Before you turn into part of this
collection.

They look at each other.

12   EXT. RELIANT - DEEP SPACE                                   12

orbiting Ceti Alpha V.

VOICES OVER indicate the transporter room is ready.

13   OMITTED                                                     13

14   EXT. SURFACE CETI ALPHA V                                   14

A YELLOW PLANET, in constant SWIRLING HURRICANE WINDS
OF SAND. Terrell and Chekov materialize. Their VOICES,
filtered, are hard to make out.

With the TRICORDER to guide them, they set out...

TERRELL
Are you sure these are the
coordinates?

CHEKOV
Captain, this is the garden spot
of Ceti Alpha VI --

TERRELL
I can hardly see --

15   SEVERAL ANGLES                                              15

The difficult search, the men leaning into the wind --

16   TERRELL                                                     16

is ahead of Chekov on a slight rise --

CHEKOV
There's nothing, let's go --

17   ANGLE                                                       17

Terrell waves him frantically forward. As Chekov
moves up, we rise with him to the top of the ridge and
look down.

18   ANGLE - THEIR POV                                           18

A RUINED SERIES OF MAN-MADE STRUCTURES, half buried in
sand. They look at each other in consternation. Chekov
is worried; something about all this is familiar.

They descend towards the structures, now seen to be the
wreckage of some sort of space craft.

They pass but do not notice the FEDERATION LOGO, half
buried next to their feet.

TERRELL
They look like cargo carriers...

As Chekov looks at the porthole, a face suddenly looks
back! It is the face of a CHILD! The Apparition
scares the daylights out of Chekov -- and us. He
screams.

TERRELL
(continuing)
What is it?

He comes clumsily over --

CHEKOV
A face! I saw -- it was like a
child --

He points. The porthole is empty.

TERRELL
You're crazy -- !

CHEKOV
I saw it -- !

TERRELL
There's an air-lock.

He points and they go into the airlock.

19   INT. CARGO HOLD                                             19

Terrell and Chekov enter, dumbfounded. THEIR POV.
Someone lives here -- there are beds, food, all jury-
rigged -- but no people. Terrell checks a monitor.

TERRELL
There's breathable atmosphere in here.

He takes off his helmet; Chekov likewise.

TERRELL
(continuing)
What the hell is this? Did they
crash? Where's the rest of the
ship?

They wander as they talk, picking up objects that be-
speak a fairly sophisticated ad hoc environment: a
laboratory in one hold; a kitchen; A LARGE SAND TANK
filled with disgusting CETI EELS.

ABRUPTLY A SOUND -- They start: CHILD'S GURGLE.

CHEKOV
(terrified)
I told you! I told you I saw a --

TERRELL
Ssssh!

They start looking. They enter a new chamber --

20   KHAN'S QUARTERS                                             20

On its side in the sand: the walls are now the floor,
etc. All in crookedness -- like its owner. On the
floor, smiling at them (i.e., the wall) is a BABY.

Tentatively they come over to it, looking around --

21   ANGLE - CHEKOV'S POV                                        21

Lethal-looking odd swords on one wall, a bookshelf;
CAMERA PANS by 20th Century volumes; MOBY DICK, KING
LEAR, THE HOLY BIBLE -- and a seat belt dangling with
the name on it -- Botany Bay.

Chekov mouths the words, softly at first, then aloud --

CHEKOV
Botany Bay -- oh no!

TERRELL
(examines the child)
What's the matter -- ?

Chekov runs, tries to get his helmet on, tries to drag
Terrell --

CHEKOV
Captain, we've got to get out of
here -- now! Damn! Hurry!

Terrell catches his urgency --

TERRELL
But the child --

CHEKOV
Never mind! Hurry!

22   EXT. CARGO HOLD AIRBAY                                      22

Terrell and Chekov emerge, helmeted, then stop dead.

23   ANGLE - THEIR POV                                           23

A RING OF SUITED FIGURES has them surrounded.

24   INT. RELIANT - THE BRIDGE                                   24

Mr. Beach, the duty officer, stands looking at Ceti
Alpha V on the forward screen.

BEACH
Try again.

KYLE
Starship Reliant to Captain Terrell
... This is Lieutenant Kyle. Will
you please respond, Captain...
Captain Terrell, respond please.

Nothing.

BEACH
(thinks)
Let's give them a little more
time.

25   INT. CARGO HOLD - CETI ALPHA V                              25

Terrell and Chekov are held by FOUR STRONG MEN.

They seem to be waiting. One of the men is JOACHIM.

Out of the airlock steps a tall masked figure. A
moment of suspense as Terrell and Chekov watch, terri-
fied. The mask is peeled back.

CHEKOV
(aloud despite himself)
Khan!

KHAN is startled by the recognition; comes over and
examines Chekov and Terrell.

KHAN
(finally)
I don't know you. But you. I never
forget a face. Mister Chekov,
isn't it?
(wonderingly)
I never thought to see your face
again.

TERRELL
Chekov, who is this man?

CHEKOV
A criminal, Captain -- a product of
the late 20th Century genetic
engineering --

TERRELL
What do you want with us? I demand --

KHAN
(mild)
You are in a position to demand
nothing, sir. I, on the other hand,
am in a position to grant nothing.
What you see is all that remains of
the ship's company and the crew of the
Botany Bay, marooned here fifteen
years ago by Captain James T. Kirk.

TERRELL
Listen to me -- you men and women --

KHAN
Save your strength, Captain, these
people have sworn to live and die at
my command two hundred years before
you were born. Do you mean he...
(i.e. Chekov)
... never told you the tale?
To amuse you, Captain? Never told
you how the Enterprise picked up the
Botany Bay, lost in space from the
year 1996, myself and the ship's
company in cryogenic freeze?

TERRELL
I've never even met Admiral Kirk --

KHAN
Admiral? He didn't tell you how
Admiral Kirk sent seventy of us into
exile on this barren sand heap with
only the contents of these cargo bays
to sustain us?

CHEKOV
You lie! On Ceti Alpha V there was
life, a fair chance to --

KHAN
This is Ceti Alpha V! Ceti Alpha VI
exploded six months after we were
left here. The shock shifted the
orbit of this planet and everything
was laid waste. Admiral Kirk never
bothered to check on our progress.
It was only the fact of my genetically
engineered intellect that enabled us
to survive! On earth, two hundred
years ago, I was a prince, with power
over millions -- now, like Prometheus
I have been left by Admiral Kirk to
digest my own entrails.

CHEKOV
Captain Kirk was your host! You repaid
his hospitality by trying to steal his
ship and murder him.

KHAN
(moves closer)
And I'll wager he never told you
about his shipmate, the beautiful
and courageous Lieutenant McGiver,
who gave up everything to join me
in exile. OUT OF LOVE. And see how
Admiral Kirk requited her devotion --
She's dead as earth!

The wind howls in the silence. When Khan turns, his
eyes are filled with tears.

KHAN
(continuing)
A plague upon you all.

He recovers his poise and returns to them --

KHAN
(continuing)
You didn't expect to find me.
You thought this was Ceti Alpha VI.
Why are you here?

They don't answer. Khan goes over to Terrell and, WITH
ONE HAND, LIFTS HIM INTO THE AIR --

KHAN
(continuing)
Why?

Terrell gasps, stays silent --

KHAN
(continuing)
No matter.

He lets go; Terrell falls with a thud --

KHAN
(continuing)
You will soon tell me willingly
enough.

He goes over to the tank and dips a kind of strainer in,
pulling out TWO CETI EELS -- wriggling items --

KHAN
(continuing)
Let me introduce you to Ceti Alpha V's
only remaining indigenous life form;
what do you think? They've killed
twenty of my people, including my
beloved wife. Oh, not all at once
and not instantly, to be sure. Their
young enter through the ears and wrap
themselves around the cerebral cortex.
This has the effect of rendering the
victim extremely susceptible to
suggestion. Later, as they grow,
follows madness, paralysis -- and
death. These are pets, of course --
not quite domesticated.

As he speaks, Khan dumps an eel in each of their helmets;
he swirls the helmets around as though he were mixing
martinis --

CHEKOV
Khan, listen to me! Captain Kirk
was only doing his duty! You --

26   CLOSE UP - KHAN - CAMERA IN                                 26

KHAN
There is some pain at first, I am
told, and then the effects are quite
benign -- until the end. That was
what I learned from watching my wife.

At a sign, the helmets are slammed down. As the muffled
shrieks are heard from within, the eels crawl across
the faces of Chekov and Terrell; with unerring in-
stincts they head for the ears of the two hapless men.
There is some atrocious pain as they enter -- then
dazed calm.

KHAN
(continuing)
That's better! Now: tell me why
you are here -- and tell me where I
may find James Kirk.

27   INT. RELIANT BRIDGE                                         27

KYLE
Captain Terrell. Captain Terrell...
This is Reliant; please respond.

No answer -- Beach makes up his mind --

BEACH
Mr. Kyle, muster a landing party
with full arms. Alert the
transporter room. We're beaming
down.

He heads for the door but is stopped by:

TERRELL'S VOICE
(filtered)
Reliant, this is Terrell. Respond
please.

BEACH
This is Reliant. Clark, are you
all right?

Fractional pause.

TERRELL'S VOICE
(filtered)
Everything's fine, commander. I'll
explain when I see you. Oh, by the
way, we're bringing several guests
aboard. Prepare to beam up on my
next signal. Terrell out.

Beach and Kyle look at each other.

KYLE
Guests?

BEACH
Maybe we ARE transplanting something.

28   EXT. ORBITING SPACE DOCK AREA - TERRA (FEATURE STOCK)       28

A SPACE SHUTTLE moving toward us.

29   INT. SPACE SHUTTLE                                          29

A new composite. Bones, Sulu, Uhura and Kirk -- who
sits, reading. Through the windows we can see the
approach to the starship ENTERPRISE. Kirk looks up,
nods. Sulu activates a comm button.

SULU
Enterprise, this is Admiral Kirk's
party on final approach.

ENTERPRISE VOICE
(filtered)
Enterprise welcomes you. Prepare
for docking.

Kirk looks up from his book as Sulu sits next to him.

KIRK
I really must thank you.

SULU
(embarrassed)
I am delighted; any chance to go
aboard Enterprise, however briefly,
is always an excuse for nostalgia.

KIRK
I cut your new orders personally. By
the end of the month, you'll have your
first command: USS EXCELSIOR.

SULU
Thank you, sir. I've looked
forward to this for a long time.

KIRK
You've earned it. But I'm still
grateful to have you at the helm
for three weeks. I don't believe
these kids can steer.

Sulu laughs.

30   EXT. SPOCE DOCK - TERRA (FEATURE STOCK)                     30

The shuttle approaches the mammoth airstrip. As we
near the ship, a few WORK CREWS IN SPACE flit about
her hull, working.

31   EXT. ENTERPRISE (FEATURE STOCK)                             31

The shuttle makes its way to the Docking Lock of the
mother ship and settles in place.

32   INT. ENTERPRISE DOCKING BAY                                 32

A reception group awaits, led by Captain Spock. Saavik
stands at his side, in company of the Trainee crew.
Also present: CHIEF ENGINEER MR. SCOTT and members of
his staff in their distinctive uniforms.

INTERCOM VOICE
Docking procedure complete.

SPOCK
Prepare for Admiral's inspection.

The group comes to attention.

SPOCK
(continuing)
Open the Air Lock.

The doors open. Kirk and his staff are piped aboard
by an electronic version of the boatswain's tradi-
tional whistle. Kirk salutes the Federation symbol
and steps forward to exchange salutes with Spock.

KIRK
Permission to come aboard, Captain?

SPOCK
Welcome aboard, Admiral. I believe
you know my trainee crew. Certainly
they have come to know you.

KIRK
(dryly to Saavik)
Yes, we've been through death and
life together.

Saavik stiffens slightly -- humor is not her forte.

KIRK
(continuing to Scotty)
Mr. Scott, you old space dog. You're
well?

SCOTTY
I had me a wee bout -- but Dr. McCoy
pulled me through.

KIRK
Oh? A wee bout of what, Mr. Scott?

Uncomfortable, Scotty exchanges a glance with Bones --

BONES
Shore leave, Admiral.

KIRK
Ah.

He stops before a BRIGHT-FACED FOURTEEN-YEAR OLD, stand-
ing so stiff he looks like he'll break -- in an
engineer's uniform.

KIRK
(continuing)
And who is this?

PRESTON
(breathless)
Midshipman First Class Peter Preston,
engineers mate, SIR.

A big salute. Kirk is amused, returns the salute.

KIRK
Your first training voyage, Mr.
Preston?

PRESTON
Yes, SIR.

KIRK
I see. Well, shall we start with
the engine room?

He moves, followed by his staff.

SCOTTY
(eyeing his prot g )
I believe you'll find all in order --

SPOCK
We'll see you on the bridge, Admiral.

KIRK
Very good, Mr. Spock.

Kirk and party leave. CAMERA PUSHES IN ON SPOCK AND
SAAVIK.

SAAVIK
He's not what I expected, Sir.

SPOCK
What did you expect, Lieutenant?

SAAVIK
(uncertain)
He's very human.

SPOCK
We can't all be perfect, Saavik.
You must control your prejudices
and remember that as a Vulcan as
well as a Romulan you are forever
a stranger in an alien land.
Around you are humans, and as a
member of the Starfleet you are
unlikely ever to escape their
presence or their influence.
You must learn to tolerance in addition
to all else I have taught you.
Tolerance is logical.

Saavik is humbled.

SAAVIK
As always, my mentor. Company dismiss.

33   INT. ENTERPRISE ENGINE ROOM - LOOKING DOWN                  33

The inspection party dwarfed by the size. Silence as
Kirk looks around, runs a finger for dust, etc.
Scotty, his team and Preston, stand at attention.

34   ANGLE - FLOOR OF ENGINE ROOM                                34

FEATURING power room separated by glass from the rest
of the facilities. Bones, Sulu, Uhura, and some train-
ees watch as Kirk inspects one console, clearly the
responsibility of the bursting Midshipman Preston.

PRESTON
(blurting)
I believe you'll find everything
shipshape, Admiral.

KIRK
(sternly puts
him on)
Oh do you? Have you any idea,
Midshipman Preston, how many times
I've had to listen to Mr. Scott on
the Comm, telling me his troubles?
Have you any idea the ribbing I've
had to endure in the officers' mess
to the effect that the Enterprise
is a flying death trap?

PRESTON
(scandalized)
Oh, no, sir! This is the finest
engine room in the whole Star --

The repressed grins of the others, and a smile on Scotty's
face tell Preston he's being had. He stops, confused.

PRESTON
(continuing)
If the Admiral can't see the facts
for himself, then, with all due
respect, he's as blind as a Tiberion
bat. SIR.

Approving laughter. Kirk looks amused.

KIRK
Midshipman, you're a tiger.

SCOTTY
My sister's youngest, Admiral.
Crazy to get to space.

KIRK
Every young boy's fancy. I seem
to remember it myself.
(brisk)
Very well. Mr. Scott, are your
engines capable of handling a minor
training cruise?

SCOTTY
Give the word, Admiral.

KIRK
Mr. Scott, the word is given.

SCOTTY
Aye, sir.

He moves off, followed by Preston, who gives one last
salute as Kirk leaves, followed by Bones.

BONES
(dry)
What about the rest of the
inspection, Admiral?

KIRK
The inspection will continue once
we're underway, Doctor.

They step into the Turbo Lifts.

35   INT. ENTERPRISE BRIDGE                                      35

The real one, no doubt! CAMERA REVEALS the maze detail:
winking and blinking displays, all HANDS at station,
a hum of activity, Uhura and Sulu in familiar chairs,
Spock is in the Captain's chair, Saavik in the First
Officer's position. Kirk and Bones stand towards the
rear.

INTERCOM VOICE
This is Starfleet operations.
Enterprise is cleared for departure.

SULU
Admiral on the bridge!

SPOCK
Very well, Mr. Saavik, clear all
moorings.

SAAVIK
Aye, sir.

Saavik punches data into her console.

36   EXT. SPACE DOCK AND ENTERPRISE (FEATURE STOCK)              36

The dock slowly folds away from the ship.

37   INT. BRIDGE, ENTERPRISE                                     37

Saavik watches instruments, punches data in response.

SAAVIK
All moorings are clear, Captain.

SPOCK
Thank you, Mr. Saavik.

Spock casts a glance at Kirk, then, to Saavik:

SPOCK
(continuing)
Lieutenant, how many times have you
piloted a Starship out of Spacedock?

SAAVIK
Never, sir.

Kirk tries to conceal his reaction. Spock enjoys it.

SPOCK
Take her out, Mr. Saavik.

SAAVIK
Aye, sir.

Saavik settles herself in the chair, looks again at
the console -- Spock looks at Kirk.

SPOCK
There's a first time for everything,
Admiral.

KIRK
(casual)
To be sure, Captain.

They all stifle their responses. Kirk is like a father
watching his kid drive the family car for the first time.

SAAVIK
Aft thrusters, Mr. Sulu.

SULU
Aft thrusters, sir.

38   OMITTED                                                     38

39   EXT. ENTERPRISE (FEATURE STOCK)                             39

as the ship slowly and majestically leaves the dock.

40   INT. ENTERPRISE BRIDGE                                      40

Activity hums.

SAAVIK
Ahead one quarter impulse power.

Kirk starts to say something, but doesn't. Bones looks
at him.

BONES
(sotto voice)
Would you like a tranquilizer?

Kirk shakes his head, takes a breath --

SULU
Ahead one quarter impulse power.

41   EXT. SPACE DOCK ENTERPRISE (FEATURE STOCK)                  41

The ship clears the dock and begins heading into space.

42   INT. ENTERPRISE BRIDGE                                      42

Kirk quietly lets his breath out.

SULU
We are clear and free to navigate.

SAAVIK
Course heading, Captain?

Spock turns inquiringly to Kirk.

KIRK
Captain's discretion.

Spock digests this with a slight smile.

SPOCK
Mr. Sulu, you may follow your nose.

43   EXT. THE ENTERPRISE (STOCK FROM FEATURE)                    43

She gathers speed into the vastness of space.

44   EXT. SPACE, FEATURING THE RELIANT                    44

moving towards us, in opposition to the previous shot,
close enough for us to read her markings.

45   INT. RELIANT BRIDGE                                         45

Khan occupies the Captain's chair. We PULL BACK: the
crew of the RELIANT has been replaced by Khan's fol-
lowers in their odd-looking clothes.

At the helm is Joachim, Khan's lieutenant. He is in the
largest and brightest of Khan's group. Terrell sits in
the First Officer's chair, Chekov at the Comm Console.
Their behavior is normal, save for subtle hesitation,
symptoms of their mind-controlled state.

JOACHIM
Steady on course. All systems normal.

KHAN
It's not much different from
Enterprise.
(beat)
When I was a guest aboard her some
years ago, Captain Kirk kindly allowed
me to memorize her technical manuals.
And now, Mr. Chekov, let us review:
You say you have no details of
Project 'Genesis' ?

CHEKOV
Beyond what I told you, sir, it is
classified information.

KHAN
Umm. And would Admiral Kirk have
access to such information?

CHEKOV
I would think so, sir. He's on the
Fleet General Staff.

KHAN
Then to whom do you report directly
regarding Genesis?

CHEKOV
To Doctor Marcus, the civilian
director of the experiments on Space
Laboratory Regula I.

KHAN
(thinks)
I see. Helmsman?

HELMSMAN
Aye, sir.

JOACHIM
May I speak? We're all with you,
sir, but consider: we are free,
we have a ship and the means to
go where we will. We have
escaped permanent exile on Ceti
Alpha V. You have proved your
superior intellect and defeated
the plans of Admiral Kirk.
You do not need to defeat him
again.

KHAN
He tasks me -- and I'll have him. I'll
chase him round the moons of Nibia
and round the Antares maelstrom and
round perdition's flames before I give
him up.
(as no one speaks)
Prepare to alter course -- for Space
Station Regula I.

46   EXT. SPACE - SPACE STAION REGULA I                          46

47   INT. CAROL'S LAB                                            47

Huge and busy. Among the scientists going about their
tasks are JEDDA, a Deltan; MARCH, thin intense;
MADISON, black, easy going. They are all young and
earnest. Carol and David huddle over a computer
console.

DAVID
Does that about do it?

CAROL
I don't think there's another piece
of information we could squeeze
into the memory banks. Next
time, we'll design a bigger
one.

DAVID
Who --

Jedda at the Comm Console overlaps.

JEDDA
Comm-Pic coming in on hyperchannel
... It's Reliant.

Carol moves forward as the others close in.

CAROL
On the screen, please, Jedda.

Buttons punched; the screen ebbs, flows and crackles
on. ON SCREEN is CHEKOV.

CHEKOV
... come in, please. This is Reliant
calling Regula I. Repeat. This is
USS Reliant --

CAROL
Commander, we are receiving. This
is Regula I. Go ahead.

CHEKOV
Dr. Marcus... good. We're en route
to you and should be there in three
days.

CAROL
En route? Why? We weren't expecting
you for another three months. Has
something happened?
(pause)
Has something happened? Do you read
us?

CHEKOV
(fractional pause)
All went well. Nothing has happened.
Ceti Alpha VI has checked out.

Pleased reaction from the scientists.

CAROL
I still don't under --

CHEKOV
We have received new orders. Upon our
arrival at Regula I, all materials of
Project Genesis will be transferred to
this ship for immediate testing at
Ceti Alpha VI.

Consternation in the lab. David is livid -- the words
"Bullshit" are overlapped  by his mother.

CAROL
Will you please be quiet!
(back to console)
Commander Chekov, this is completely
irregular. Who gave the order you
are quoting? Who gave the order?

CHEKOV
(still smiling)
The order comes from Starfleet
command, Dr. Marcus, direct from
the General Staff.

CAROL
But Genesis is a civilian project,
under my control --

CHEKOV
I have my orders.

DAVID
Pin him down, mother! Who gave the
orders!?

Chekov hesitates, seems to be listening to someone off
the monitor.

CHEKOV
The orders come from Admiral James
T. Kirk.

Sensation in the lab.

DAVID
I knew it! I knew it! All along
the military has wanted to get their
hands on this --

He starts to press a button; Carol pushes his hand
away and communicates herself.

CAROL
This is completely improper,
Commander Chekov. I have no
intention of allowing Reliant or
any other unauthorized personnel
access to our work or materials.

CHEKOV
(pauses; listens)
I'm sorry you feel that way, Doctor.
Admiral Kirk's orders are confirmed.
Please prepare to deliver Genesis to
us upon our arrival. Reliant out.

The image fades.

CAROL
Commander Chekov -- !

48   INT. BRIDGE OF RELIANT                                      48

Chekov, in a matched cut, turns away as CAMERA WIDENS
TO REVEAL KHAN by his side. He is charming.

KHAN
Well done, Commander.

CHEKOV
You realize, sir, that they will
attempt to contact Admiral Kirk and
confirm the order.

Khan smiles, more charming than ever as we move in.

49   INT. REGULA I LAB                                           49

Everyone is talking at once.

CAROL
Will you please be quiet! We must
have order here.
(as they subside)
This has to be some sort of mistake.

DAVID
Mistake? We're all alone here.
They waited until everyone was on
shift-leave to do this. Reliant is
supposed to be at our disposal, not
vice-versa.

MADISON
It seems clear that Starfleet never
intended that --

CAROL
I know, but --

DAVID
I've tried to warn you. Scientists
are always pawns of the military --

CAROL
(angry)
Starfleet has kept the peace for
a hundred years, I cannot and
will not subscribe to your
interpretation of this event.

Silence.

JEDDA
(Deltan cool)
You may be right, Doctor, but what
about Reliant? She's on her way.

Carol reacts: this is certainly true.

CAROL
Get your gear together where it's
handy.

MARCH
Where are we going?

CAROL
That's for us to know and Reliant
to find out. We have only three
days. Let's not waste time.

They split off in different directions as ordered.

50   OMITTED                                                     50

51   EXT. SPACE - ENTERPRISE (FEATURE STOCK)                     51

In no particular hurry.

52   INT. ENTERPRISE CORRIDOR                                    52

Kirk waits for the Turbo Lift, which opens at last. As
he gets in --

SAAVIK'S VOICE
Hold please -- !

Kirk holds and Saavik dashes in. She is surprised to
see him.

SAAVIK
(continuing)
Thank you, sir.

Kirk nods, the doors close. There is an uneasy forced
intimacy between them.

KIRK
Lieutenant, are you wearing your
hair differently?

SAAVIK
It is still regulation, Admiral.

She reaches out and touches a button. The lift stops.

SAAVIK
(continuing)
May I speak, sir?

KIRK
Lieutenant, self-expression does not
seem to be one of your problems.

SAAVIK
I wish to thank you for the high
efficiency rating.

KIRK
You earned it.

SAAVIK
I did not think so.

KIRK
You're bothered by your performance
on the Kobayashi Maru.

SAAVIK
I failed to resolve the situation.

KIRK
There is no correct resolution.
It is a test of character.

SAAVIK
May I ask how you dealt with the
test?

KIRK
(amused)
You may ask, Lieutenant.

She stares.

KIRK
(continuing)
That was a little joke.

SAAVIK
Humor... that is a difficult concept
... it is not logical...

KIRK
We learn by doing, Lieutenant.

She's a laugh a minute. Kirk pushes the button; the
elevator starts.

KIRK
(continuing)
You want my advice?

She studies him, considering. No doubt about it, the
attraction is mutual and she has no idea how to handle
it.

SAAVIK
Yes.

KIRK
Take the test again.

The lift stops and the doors open.

BONES
Who's been holding up the damn
elevator?

He reacts to them. Saavik exits demurely.

SAAVIK
Thank you, sir.

Bones enters and the doors close. Kirk studies the
ceiling.

BONES
Has she changed her hairstyle?

Kirk says nothing.

BONES
(finally)
Wonderful stuff, that Romulan
ale --

UHURA'S VOICE
Admiral Kirk --

KIRK
Kirk here.

UHURA'S VOICE
I have an urgent CommPic from Space
Lab Regula I for the Admiral. Dr.
Carol Marcus.

KIRK
In my quarters, Uhura.

UHURA'S VOICE
Yes, sir.

Awkward silence.

BONES
It never rains but when it pours --

KIRK
As a physician you of all people
should appreciate the danger of
re-opening old wounds.

The elevator stops. Kirk leaves. The doors close.

BONES
(annoyed with
himself)
Sorry.

53   INT. KIRK'S QUARTERS                                        53

Featuring VIEW SCREEN: A scramble of interference and
noise. A piece of Carol's VOICE breaks through now
and again as we PULL BACK revealing a frustrated Kirk.

KIRK
Uhura. Can't you augment?

UHURA
I'm trying, sir. Stand by...

Carol's face appears. The image will never be stable
for long; sometimes the sound will be covered.

CAROL
Jim... read me? Can you read me?

KIRK
Message breaking up, Carol. What's
wrong? What's wrong?

CAROL
... Can't read you... repeat...

KIRK
Repeat... what's wrong? What's
wrong?

CAROL
... taking Genesis away from us...

KIRK
Taking Genesis? Who? Who is taking
Genesis?

CAROL
... see you but can't hear. Did
you... order...?

KIRK
What order? Who's taking Genesis?

CAROL
... Please help us, Jim... won't
let them have... without proper...
repeat... on whose authority...

KIRK
Carol!

CAROL
Jim please --

But the picture is irrevocably scrambled now. Kirk
pounds the Comm in frustration.

KIRK
Uhura! What's happening? Damn
it...

UHURA'S VOICE
Transmission jammed at the source,
sir.

KIRK
Damn. Alert Starfleet Headquarters.
I want to talk with Starfleet
Command.

54   OMITTED                                                     54

55   EXT. ENTERPRISE (FEATURE STOCK)                             55

cruising.

56   INT. ENTERPRISE BRIDGE                                      56

The activity is normal. The Turbo-Lift opens and Kirk
strides in. Bones and Saavik react to the following:

KIRK
Stop engines.

SULU
Stop engines.

They look wonderingly. Kirk takes a breath --

KIRK
An emergency situation has arisen.
By order of Starfleet Command, as
of now, 1800 hours, I am assuming
command of this vessel. Duty officer
so note in the ship's log. Plot a
new course: for Space Laboratory
Regula I.
(pushes a button)
Mr. Scott?

SCOTTY'S VOICE
Aye, sir.

KIRK
We'll be going to warp speed --

SCOTTY'S VOICE
Aye, sir --

SULU
(overlapping)
Course plotted for Regula I, Admiral...

KIRK
Engage warp engines --

SAAVIK
(comes out of being
stunned)
Prepare for warp speed.

SULU
Ready, sir.

KIRK
Mr. Sulu, go to Warp 5.

Sulu does, and with a great thrust of energy --

57   EXT. SPACE - ENTERPRISE (FEATURE STOCK)                     57

The ship accelerates, and then, with an eye-filled
burst, whips ahead to warp speed, disappearing.

57A   INT. SPOCK'S QUARTERS                                      57A

Spock is at meditation as Kirk enters quietly. Spock
looks up.

KIRK
We've got a problem.

Spock raises an eyebrow --

KIRK
(continuing)
Something may be wrong at Regula
I. We've been ordered to investigate.

SPOCK
Regula I is a scientific research
laboratory, if memory serves...

KIRK
I told Starfleet all we had was a
boatload of children but we're the
only ship in the quadrant. Spock:
those cadets of yours -- how good
are they? How will they respond
under real pressure?

SPOCK
Like all living beings, Admiral
each according to his gifts. The
ship is yours.

KIRK
That won't be necessary: just take
me to Regula I.

SPOCK
Excuse my presumption, but I do not
agree. As a teacher on a training
mission, I am content to command a
Starship. If we are to go on actual
duty, it is clear that the senior
officer aboard must assume command.

KIRK
But it may be nothing; garbled
communications. Why don't you...

SPOCK
You proceed from a false assumption.
I am a Vulcan. I have no ego to bruise.

Kirk smiles in bemused wonderment.

KIRK
You are going to remind me that
logic alone dictates your actions.

SPOCK
I was going to remind you of nothing,
least of all that which you know well.
(pause)
Your mistake, if I may be so bold,
was promotion. Commanding a Starship
is your first best destiny. Anything
else is a waste of material.

KIRK
I would not presume to debate you.

SPOCK
That is wise. In any case, were I
to invoke logic, logic clearly dictates
that the needs of the many outweigh
the needs of the few.

KIRK
Or the one.

Spock inclines his head.

SPOCK
You are my superior officer. You
are also my friend. I have been
and always shall be yours.

Kirk is moved. He starts to speak, can't -- finally:

KIRK
Will you accompany me to the bridge?

SPOCK
I'd best talk with Mr. Scott, first
so that he may, in his own words,
explain the situation to his cadets.

Kirk's face tells us the wisdom of Spock's choice.

58   EXT. SPACE STATION REGULA I                                 58

Floating quietly around the planet below. Tranquil
as we PUSH SLOWLY IN.

OVER we can hear, FILTERED, UHURA'S VOICE:

UHURA'S VOICE
Regula I, this is Enterprise. This
is Enterprise calling. Do you
receive... I say...

59   INT. ENTERPRISE BRIDGE                                      59

Featuring Spock and Uhura, as she keeps trying --

UHURA
... Again, this is Enterprise calling
Space Lab Regula I. Come in, please.
Dr. Marcus. Please respond, please
-- it's no use; no response from
Regula I.

SPOCK
But no longer jammed?

UHURA
No, sir. No nothing.

Spock considers, moves to Kirk.

SPOCK
There are two possibilities, sir
they are unwilling to respond, they
are unable to respond.

KIRK
How far?

SPOCK
Twelve hours and forty-three
minutes, present speed.

KIRK
Give up Genesis, she said. What in
God's name does that mean? Give it
up to whom?

SPOCK
It might help my analysis if I knew
what Genesis was.

Kirk looks at him, nods; rising now.

KIRK
Uhura, ask Dr. McCoy to join us in
my quarters. Mr. Saavik, take the
con.

They start for the Turbo Lifts as Saavik reacts --

60   INT. KIRK'S QUARTERS                                        60

BONES
I've got the sick bay ready. Will
someone please tell me what is going
on?

KIRK
(dims lights)
Computer. Request security procedure
and access to Project Genesis
Summary.

COMPUTER VOICE
Identify for retina scan.

KIRK
Kirk, Admiral James T., Starfleet
General Staff. Security Class 1.

The screen is suddenly busy with coded read-outs and
then computer graphics of retina patterns. Then it
glows green. SECURITY CLEARANCE, CLASS 1 GRANTED.

KIRK
(continuing)
Summary, please.

More coded read-outs, a red line SECURITY SCAN, then
over it APPROVED, in green. Replaced by:

61   ON SCREEN INT. CAROL MARCUS' LAB, REGULA I                  61

Carol appears, FACING CAMERA, not used to it. To one
side stands David and behind them, the lab.

62   ANGLE - KIRK, SPOCK, BONES                                  62

SPOCK
Carol Marcus --

KIRK
Yes.

63   ON SCREEN (AND INTERCUT)                                    63

CAROL
I'm Dr. Carol Marcus, and I am
the director of the Project
Genesis team at Regula I. What
exactly IS Genesis? Put simply,
Genesis is a procedure whereby
the molecular structure of any
given matter can be restructured
-- changed -- into anything else
of identical mass.

(DNA ILM TAPE ACCOMPANIES, AD LIB)

SPOCK
Fascinating.

KIRK
Wait --

CAROL
Stage One of our experiments
was conducted in the labora-
tory. Stage Two of the series
will be attempted in a lifeless
underground; Stage Three will
involve the process on a plane-
tary scale. What follows is a
computer projected simulation
of Stage Three. Please watch
closely.

64   ILM MONITOR SEQUENCE                                        64
                                                                  

65                          CAROL                                65
It is our intention to introduce
what we call the Genesis device
or "torpedo" into the targeted
area of a lifeless space body,
a moon or other inert form --
the device is fired --

66   ON BONES, SPOCK AND KIRK                                    66

react with wonder.

67   BACK TO MONITOR                                             67

CAROL
-- Unleashing, almost instantan-
eously, what we call the Genesis
effect. Particulate matter is
reorganized and electrified --
with life introduced results.
Instead of a dead moon, a living
breathing planet, capable of sus-
taining whatever life forms we
see fit to deposit on it... The
reformed object you see represents
the merest fraction of the Genesis
potential, should the Federation
wish to pursue these experiments to
their logical conclusion.

67A   BACK TO CAROL IN LAB                                       67A

CAROL
When we consider the problems of
population and food supply, the
usefulness of this process begins
to become clear.
This concludes this demonstration
tape. Thank you for your attention.
The Genesis team eagerly awaits the
decision of the Federation regarding
the next phase of our work.

The tape becomes snowy and blinks off.

Kirk looks at Bones and Spock -- they are stunned.

SPOCK
It literally is Genesis...

KIRK
The power of creation --

SPOCK
Have they proceeded with their
experiments?

KIRK
The tape was made a year ago. I
can only assume they've reached
Phase Two by now --

BONES
But dear Lord, are we intelligent
enough to -- Suppose, this
thing were used where life already
exists?

SPOCK
It would destroy such life in favor
of its new matrix --

BONES
It's new -- have you any idea what
you're saying?

SPOCK
I was not attempting to evaluate
its moral implications, Doctor.
As a matter of cosmic history, it
has always been easier to destroy
than to create --

BONES
Not anymore! Now you can do both
at the same time! According to myth,
the earth was created in six days.
Watch out: here comes Genesis;
we'll do it for you in six minutes --

SPOCK
I don't dispute that in the wrong
hands --

BONES
Would you like to tell me whose
are the right hands, my cold-blooded
friend? Are you in favor of these
experiments?

KIRK
Gentlemen, this isn't --

SPOCK
Really, Dr. McCoy; you cannot ban
the acquisition of knowledge
because you distrust the moral
implications of what you learn.
Logic suggests --

BONES
Logic?? We're talking about
universal Armageddon, you inhuman
bloodless...

SAAVIK'S VOICE
(intercom)
Admiral, sensors indicate a vessel
in our area, closing fast.

KIRK
What do you make of her?

SAAVIK'S VOICE
It's one of ours, Admiral... It's
Reliant.

SPOCK
What's she doing here?

KIRK
Chekov's on Reliant, isn't he?

68   INT. ENTERPRISE BRIDGE                                      68

The whoosh of the turbo doors and Kirk, Bones and
Spock assume their posts. Saavik stands next to Kirk's
chair.

UHURA
She's not responding...

KIRK
Try the emergency channels...

UHURA
Enterprise to Reliant. Come in,
Reliant.

KIRK
Picture, Mr. Saavik.

69   ANGLE INCLUDING THE FORWARD SCREEN                          69

Space; a tiny dot in the distance, growing larger.

SPOCK
Attempt visual communication.

UHURA
Yes, sir.

KIRK
Is it possible their COMM system
has failed -- ?

SPOCK
It would explain a great many things --

70   EXT. SPACE - THE RELIANT                                    70

Boring forward ominously.

71   INT. BRIDGE - THE RELIANT                                   71

Khan and his crew; no sign of Chekov and Terrell. On
Khan's screen, the Enterprise grows larger --

KHAN
(almost sing-song
with joy)
Slow to one-half impulse power.
Let's be friends...

HELMSMAN
Slowing to one-half impulse.

JOACHIM
They're requesting visual
communications, sir.

KHAN
Let them eat static.

JOACHIM
They're still running with shields down.

KHAN
Of course. We're one big happy fleet.
Ah, Kirk, my old friend, do you know
the Klingon proverb that tells us
revenge is a dish that is best
served cold?
(pause)
It is very cold in space.

72   INT. ENTERPRISE BRIDGE                                      72

SULU
Reliant in our section this quadrant,
sir, and slowing --

KIRK
Visual.

Visual of Reliant appears.

SAAVIK
Sir, may I quote General Order 12:
'On the approach of any vessel, when
communications have not been est --

SPOCK
Lieutenant, the Admiral is aware
of the Regulations.

SAAVIK
Aye, sir.

KIRK
(watches the
screen)
This is damned peculiar.
(beat)
Yellow alert.

SAAVIK
Energize defense fields.

ALARMS SOUND. The lights on the bridge dim into the
soft reddish glow of battle illumination. ADDITIONAL
CREW troop in to man vacant consoles.

UHURA
I'm getting a voice message... wait
... short range band. They say their
Chambers coil is shorting their COMM
system.

KIRK
Spock?

SPOCK
Scanning...

He steps to his station.

73   EXT. SPACE                                                  73

The two ships are very close, barely moving as they inch
toward each other.

74   INT. RELIANT BRIDGE                                         74

JOACHIM
They still haven't raised their
shields.

Khan is half out of his seat, sweating with anticipation.

KHAN
Careful: Not all at once. The
engine room. Lock on target and
prepare to fire.

JOACHIM
Locking phasers on target.

Computer graphics monitor: Cross-hairs on Enterprise.
BIG SCREEN (?)

75   INT. ENTERPRISE BRIDGE - FAVORING SPOCK                     75

He reacts to his blue-lit scope --

SPOCK
Their coil emissions are normal...
Wait: their shields are going up.
They're locking phasers -- !

KIRK
Raise shields! Energize phasers,
stand by to --

But the ENTIRE BRIDGE is ROCKED by a shock impact, some
of the crew sent flying.

76   EXT.SPACE                                                   76

Reliant firing phasers at Enterprise. A hit in the rear
of the engine room area, debris flying into the void.

77   INT. ENTERPRISE ENGINE ROOM                                 77

An explosion rips through the facility, sending yellow-
ish green GAS hurtling down the long facility towards us.
Crewmen are hurled through the air, screaming.

78   ANGLE - THE GREAT AUTO DOORS                                78

roll closed, sealing off the damaged tail section,
SIRENS SHRIEKING!

79   ANGLE - THE TRAINEES                                        79

terrified, scramble to get out amid the deadly yellow-
ish green smoke, the cries.

80   ANGLE - SCOTTY                                              80

trying to rally them --

SCOTTY
Respirators! Get back! Use your
respirators!

And he puts his own respirator on, as do some of the
veterans. Preston dons his respirator -- and stays.

81   HIGH ANGLE - ENGINE ROOM                                    81

The angle we saw during inspection. The trainees, in
panic amid the gas crawl over each other trying to get
out. They scramble over each other's shoulders in the
efforts to escape, screaming and shouting.

82   INT. ENTERPRISE BRIDGE                                      82

The bridge is slowly righting. Crew members getting
back to their stations. On speaker, we hear the CRIES
AND SHOUTS of the Engine Room.

KIRK
Mr. Sulu... The shields!

SULU
Trying, sir!

INTERCOM VOICE
Medical Alert: Engine Room.

Bones dashes out.

SULU
I can't get power, sir!

KIRK
Scotty!

Scotty's voice is faint, drowned by the screams and
cries from a dozen intercom stations.

KIRK
(continuing)
Uhura, turn off those damn
channels!!

Uhura does. There is a dead silence. Then:

UHURA
Mr. Scott on discrete.

KIRK
Scotty, let's have it.

83   INT. ENGINE ROOM - FAVORING SCOTTY                          83

Behind, the crew chief and a few others work feverishly
in respirators. Scotty, in respirator, with a throat
mike which filters his voice.

SCOTTY
Just hanging on, sir. Main energizers
out.

84   INT. ENTERPRISE BRIDGE                                      84

ON SCREEN computer graphics, red flashing lights indi-
cate damaged areas. Spock steps up to Kirk evaluating
the display.

SPOCK
They knew just where to hit us.

KIRK
WHO? Who knew just where to hit
us? And why?

SPOCK
(shakes head)
One thing is certain; we cannot
escape on auxiliary power.

KIRK
Visual!
(sees visual)
Mr. Sulu, divert everything to the
phasers --

SPOCK
(re screen)
Too late --

On VISUAL SCREEN, Photon torpedoes approach...

KIRK
Hang on!

The bridge is shaken badly, screens go dark, fires spark
and erupt. ALARMS and SOUND full. Crew personnel try
to put out electrical fires, help the fallen --

85   EXT. SPACE - RELIANT                                        85

circling Enterprise.

86   INT. RELIANT BRIDGE - FAVORING KHAN AT DASH                 86

The glow of the O.S. screens and battle illumination
highlighting the passion in his eyes.

87   INT. ENTERPRISE BRIDGE                                      87

The firefighting continues.

KIRK
Scotty -- what's left?

SCOTTY'S VOICE
Just the batteries, sir. I can have
auxiliary power in a few minutes --

KIRK
We don't have minutes. Can you
give me phaser power?

SCOTTY'S VOICE
A few shots, sir.

SPOCK
Not enough against their shields.

KIRK
Who the hell are they?

UHURA
Admiral... Commander Reliant is
signaling.
(a pause)
He wishes to discuss terms of our
surrender.

There is a moment. Kirk looks around the battered
bridge, and his eyes meet Spock's, and Saavik's.

KIRK
On screen.

UHURA
(hesitating)
Admiral --

KIRK
Do it, while we have time.

All eyes go to the SCREEN. After momentary visual
confusion, Khan's face appears, smiling --

KIRK
(continuing; dumbfounded)
Khan!

SAAVIK
Who?

KHAN
You still remember, Admiral. I
cannot help but be touched. Of
course, I remember you.

KIRK
What is the meaning of this attack?
Where is the crew of the Reliant?

KHAN
Surely I have made my meaning plain.
I mean to avenge myself upon you,
Admiral. I've deprived your ship of
power and when I swing round I mean
to deprive you of your life --

88   EXT. SPACE                                                  88

We can see Reliant making a large arc as she prepares to
come back for another round.

89   INT. ENTERPRISE BRIDGE                                      89

KHAN
(on screen)
-- But I wanted you to know first
who it was who had beaten you: I,
Khan Noonian Singh, the eagle you
attempted to cage forever.

KIRK
Khan, listen to me -- if its me you
want, I'll have myself beamed aboard.
All I ask is that you spare my crew.

KHAN
That is a most intriguing offer.
Typical, I must say of your sterling
character. Let me think.

90   EXT. SPACE                                                  90

Reliant continues her slow arc.

91   INT. ENTERPRISE BRIDGE                                      91

KHAN
(on screen)
I make you a counter-proposal, I will
agree to your terms, if in addition
to yourself, you turn over to me all
data and material regarding the
project called Genesis.

Reactions from Spock and Kirk.

KIRK
Genesis, what's that?

KHAN
Don't play with me, Kirk, my hand is
on the phaser control --

KIRK
Give me some time to recall the data
on our computers --

KHAN
I give you sixty seconds, Admiral.

Kirk turns from the screen --

SPOCK
Admiral, you can't give him Genesis...

KIRK
At least we know he hasn't got it.
Just keep nodding as though I'm
giving orders. Saavik, punch up the
data charts of Reliant's command
console -- hurry...

SAAVIK
Reliant's command...

KIRK
HURRY.

SPOCK
The prefix code?

KIRK
It's all we've got.

SAAVIK
On screen...

KIRK
(to Khan)
We're finding it.
(urging)
Please, please -- you've got to
give us time -- the bridge is
smashed, computers inoperative...

KHAN
Time is a luxury you do not have,
Admiral: forty-five seconds...

92   EXT. SPACE                                                  92

Reliant, her arc completed, is coming back.

93   INT. ENTERPRISE BRIDGE                                      93

SAAVIK
I don't understand --

Kirk puts on his spectacles --

KIRK
You've got to learn WHY things
work on a Starship.
(to Khan)
It's coming through now, Khan...

SPOCK
(descends)
The prefix code is 16309. All
commands from each Starship bridge
are relayed electronically; each
ship has its own prefix combination
code...

KHAN
Thirty seconds...

KIRK
... to prevent an enemy from doing
just what we're attempting; using
our console to tap in a message,
an order to lower Reliant's damn
shields...

SPOCK
(at the weapons console)
Let's hope he hasn't changed the
combination. He's quite intelligent...

KIRK
(grim)
Wait for my signal, Spock -- too
soon and he'll have time to figure
it out and raise them again.

Spock nods; Kirk turns to the screen --

KIRK
(continuing)
Khan, how do I know you'll keep
your word?

KHAN
(on screen)
I've given you no word to keep,
Admiral. In my judgment, you simply
have no alternative.

KIRK
I take your point. Stand by to
receive our transmission.

He turns from the screen again, softly:

KIRK
(continuing)
Mr. Sulu, lock phasers on target
and await my command...

SULU
(quietly)
Phasers locked...

They're all sweating.

KHAN
Time's up, Admiral...

KIRK
(dry)
Here it comes. Now, Spock.

94   CLOSE UP SPOCK'S HANDS PUNCHING IN THE PREFIX CODE          94

followed by other signals.

95   INT. RELIANT BRIDGE                                         95

JOACHIM
(stares at his console)
Sir -- our shields are dropping!

KHAN
Raise them --

Joachim punches frantically --

JOACHIM
They won't --

KHAN
Where's the over-ride??

All monitors are haywire now that Enterprise is tapped
in. They search wildly for the right switch, but...

96   INT. ENTERPRISE BRIDGE                                      96

97   CLOSE UP - KIRK                                             97

KIRK
FIRE!

98   CLOSE UP - SULU'S HANDS                                     98

punching.

99   EXT. SPACE                                                  99

Enterprise fires at Reliant inflicting heavy damage.

100   INT. RELIANT BRIDGE                                        100

A shambles -- debris flying; Khan knocked to the deck.
He struggles to his feet through wiring --

KHAN
(enraged)
At them! At them! FIRE! FIRE!
Why can't you?

JOACHIM
We can't fire, sir; they've damaged
the photon controls and the warp
drive. We must withdraw!

KHAN
No!

JOACHIM
Sir, we must!
(desperate urging)
We must repair the damage. Enterprise
will wait; she's not going anywhere.

Khan calms as the other holds him; he breathes deeper.

101   EXT. SPACE                                                 101

Reliant turns away.

102   ENTERPRISE BRIDGE                                          102

They watch on screen as Reliant hauls off.

SULU
(breathless)
Sir, you did it.

KIRK
(enraged)
I did nothing -- except get caught
with my britches down. I must be
senile. Mr. Saavik, you just keep
right on quoting regulations.
Meantime, let's find out what the
hell is going on and see how bad
we've been --

The turbo doors whoosh open as Kirk reaches them.
Scotty stands there, tears streaming down his face;
he holds the body of Midshipman Preston. Both of them
are covered in blood. He sways into Kirk's arms as
the others rush forward.

103   EXT. SPACE                                                 103

The Enterprise, motionless, scars of battle showing.

104   INT. ENGINE ROOM                                           104

The CREW, wearing respirators amid the motionless ball
of gas, work frantically at a dozen jobs, trying to put
things aright, splicing wires, etc. Some TRAINEES who
panicked are back.

105   FEATURE THE CREW CHIEF                                     105

making a final adjustment.

CREW CHIEF
Hit your blowers!

A TURBO WHINES and a great wind of suction pulls the
gas towards appropriate vents. The Crew Chief watches,
then yanks off his respirator; wipes his brow.

106   INT. SICK BAY                                              106

MANY CASUALTIES IN EVIDENCE. Kirk enters and LEADS
CAMERA THROUGH them; he has a word or two for men he
doesn't know by name. Kirk leads us to the operating
theatre, where Bones works over Preston. Scotty stands
by, his lips trembling. Preston opens his eyes, sees
Scotty and Kirk.

PRESTON
(faint)
Is the word given?

KIRK
(soft)
The word is given: warp speed.

PRESTON
(almost smiles)
Aye...

He dies. Pause. Scotty looks across the body at Kirk.

SCOTTY
WHY?

KIRK
(looks at Preston)
He wants to kill me for passing
sentence on him 14 years ago -- and
he doesn't care who stands between
him and his vengeance.

BONES
Scotty, I'm sorry...

SCOTTY
He stayed at his post. When the
trainees ran, he stayed.

KIRK
If he hadn't, we'd be space by now.

SPOCK'S VOICE
Admiral, this is Spock.

Kirk hits a wall intercom --

KIRK
Yes, Spock.

SPOCK'S VOICE
Engine room reports auxiliary power
restored. We can proceed at impulse
power.

KIRK
(thinks)
Best speed to Regula I. Kirk
out. Scotty, I've got to ask: Any
chance of getting the mains back on
the line?

SCOTTY
I dinna think so, sir, but you'll
have my best --

With an effort, he gets to his feet --

SCOTTY
(continuing)
Thanks -- I know you tried, Doctor...

Squeezes his shoulder and limps off -- We NOW HEAR
the sound of impulse power taking effect.

KIRK
Are you all right?

Bones shrugs unhappily, looks at Preston.

BONES
Doctors lose patients sometimes.
Damn. I'm still in the dark: How'd
he know about Genesis?

KIRK
At the moment that question takes
a back seat to preventing him from
laying his hands on it. You said it
yourself; we're talking about a bang
that would re-arrange the universe...

BONES
There may still be time... you gave
as good as you got.

KIRK
(looks him in the eye)
I got beat. We're only alive because
I knew something about these ships
that he didn't.

He turns and leaves as Bones watches, looks again at
Preston.

107   EXT. SPACE - REGULA I SPACE STATION                        107

Regula, the dead planet beyond.

108   EXT. SPACE - ENTERPRISE                                    108

Approaching. As she moves slowly PAST CAMERA, WE PAN
WITH her TO SEE that she is approaching the space lab.

109   INT. BRIDGE - ENTERPRISE                                   109

Battle damage, some repaired, some not. The bridge is
filled with tension, all hands at station.

SULU (V.O.)
Approaching Regula and Space Lab
Regula I.

KIRK
Try again.

UHURA
Space Station Regular I, this is
Starship Enterprise. Come in, please...

110   INT. SPACE STATION REGULAR  I - CAROL'S LAB - ON SCREEN    110

As before, Uhura's image, imploring a response.

UHURA
I say again. Space Station Regular.
This is Starship Enterprise. Please
respond. Please respond.

During this, CAMERA HAS PANNED CLOSE AMONG the techni-
cal clutter. Then suddenly. SOUND -- eerie, frightening.
Our ears cannot place it... and before we can, it is gone
a warning.

111   BACK TO BRIDGE                                             111

UHURA
... No response, sir.

KIRK
Sensors, Captain?

SPOCK
Scanners and sensors still inoperative.
There's no way to tell what's  inside
the station.

KIRK
And no way of knowing if Reliant
is still in the area...

SPOCK
Affirmative, Admiral.

KIRK
(with irony)
... Blind as a Tiberian Bat.
What do you make of the plantoid
beyond?

SPOCK
Regula is class "D'. It consists of
various remarkable ores. Essentially,
a great rock in space.

KIRK
Reliant could be hiding behind that rock.

SPOCK
A distinct possibility.

KIRK
Engine room... Scotty, do we have
enough power for the transporters?

SCOTTY'S VOICE
Just barely, sir.

KIRK
(the decision)
I'm going down to the station.

He starts out. Bones stops him.

BONES
Khan could be down there!

KIRK
He's BEEN there and hasn't found
what he wants. Can you spare
someone? There may be people
hurt.

BONES
I can spare me...

SAAVIK
Begging the Admiral's pardon:
General Order 15: 'No  flag officer
shall beam into a hazardous area
without armed escort.'

KIRK
There is no such regulation.

Saavik's gaze falters --

KIRK
(continuing)
All right, join the party.
Mr. Spock, the ship is yours.

SPOCK
Aye sir --

KIRK
Establish a parking orbit around
the station and send me a complete
damage report when you've talked
with Mr. Scott.

SPOCK
Be careful, Jim...

Kirk, Bones and Saavik head for the turbo doors.

112   EXT. SPACE - SPACE STATION REGULAR I                       112

CLOSER ANGLE now. The silence is ominous.

113   INT. SPACE STATION REGULAR I - CAROL'S LAB                 113

empty, except for the hums and crackles of abandoned
equipment. With a FAMILIAR SOUND, BONES, KIRK and
SAAVIK MATERIALIZE. All have phasers, communicators
and tricorders.

For a moment they look around, seeing emptiness. Like
being in a haunted house.

KIRK
Hello...! Anybody here?

A WEIRD ECHO reverberates his cries.

SAAVIK
(raises tricorder)
Indeterminate life signs.

KIRK
Phasers on stun. Move out.

They separate. Each begins to search.

114   ANGLE WITH SAAVIK                                          114

She moves to the electronic and data area, examines the
consoles, the equipment, then settles for the data bank.
She starts keying sequences with the computer.

115   INT. SPACE STATION - BONES                                 115

He shows signs of fear as he walks through the deserted
place, like a scuba diver exploring a cave. We want
him to go back.

A NOISE. Bones reacts with brave apprehension.

Rounding a corner, he starts: A RAT scuttles right in
front of him.

Bones sighs with relief and moves forward. We think
he's safe.

SUDDENLY SOMETHING FALLS RIGHT ON HIS FACE: an upside
down human ARM.

116   SAME LOCALE - LATER                                        116

Kirk helps Bones cut down the last of the five BODIES
from where they were hanged, upside down.

Having recovered his composure, Bones examines the
corpses. We RECOGNIZE Madison, March, among others.

One is clearly the COOK.

KIRK
(stunned)
They even killed the galley chief.

BONES
This one looks like a Steward.
They're not warm, but rigor hasn't
set in. This didn't happen all that
long ago, Jim.

Kirk looks around, despairingly --

KIRK
Carol...

117   INT. SPACE LAB DATA BANK                                   117

WITH SAAVIK working with console. Something puzzles
her. She frowns, but a NEW SOUND distracts her. She
looks up and moves off.

118   FULL SHOT - IN THE LAB                                     118

A moan is heard. All three now converge on the area.
As they near it, Saavik's tricorder hums furiously. Be
this a room, a locker of some other place, this time
they -- "open the door." The limp bodies of Chekov and
Terrell fall out.

UHURA'S VOICE
(on screen)
Admiral Kirk, Enterprise. Come in,
please. Come in please.

She will continue sporadically.

KIRK
My God!

Chekov emits a live, reassuring moan.

BONES
That's Clark Terrell, Jim, I've
served with him.

Bones is passing his medical tricorder over Chekov.

BONES
(continuing)
Brain disturbance. Appears to be
drug induced.

He reaches into his kit. He shoots Chekov moves off
to Terrell. Uhura, voice continues in the b.g.

KIRK
Saavik, for God's sake, tell her
we're all right.

119   INT. ENTERPRISE BRIDGE - FAVORING UHURA                    119

UHURA
I say again. This is Enterprise.
Please acknowledge signal. Please --

Saavik's face appears on her screen.

SAAVIK
(on screen, hurried)
Commander Uhura, this is Lt. Saavik.
We're all right. Please stand by.
Out.

UHURA
(baffled)
Aye, aye.

120   INT. SPACE STATION - TIGHT GROUP                           120

Chekov opens his eyes, and stares into Kirk's.

CHEKOV
Oh, God, Admiral...!

He weeps like a child, and Kirk holds him. Meanwhile,
Terrell opens his eyes and stares at Bones.

BONES
It's Dr. McCoy, Captain. Do you
remember me?

TERRELL
McCoy? Yes. Oh, yes.

121   ANGLE FAVORING CHEKOV AND KIRK                             121

Chekov breaks the embrace in high relief and anxiety.

CHEKOV
Oh, sir. It was Khan! We found him
on Ceti Alpha V.

KIRK
Easy, Pavel... Tell me what you
can...

CHEKOV
No life signs -- but he was there.
Captured us. He -- he put creatures
in our bodies. To control our minds.

Bones takes over Chekov --

BONES
It's all right, you're safe...

CHEKOV
... Made us say -- lies... Do...
things... But we beat him... The
Captain and me. -- He thought he
controlled us, but he didn't ...
The Captain was strong.

Chekov breaks into tears. Kirk looks at Terrell, who is
more composed.

KIRK
Captain. Where is Dr. Marcus?
Where are the Genesis materials?

TERRELL
He couldn't find them. Some of
the scientists were still here,
but everything else, even the data
banks -- were empty.

SAAVIK
That's true, Admiral. All the
memory cells have been emptied.

KIRK
(ponders)
Erased...

TERRELL
He tortured those people. None of
them would tell him anything. He
went wild, strung them up and slit
their throats. He wanted to tear
the place apart, but he was late:
he had to get back to Reliant in
time to blow you to bits.

KIRK
He came damn close...

CHEKOV
He left us.
(with irony)
We were no longer of use.
SAAVIK
Where is  the Reliant crew? Dead?

TERRELL
Marooned on Ceti Alpha V. He's
completely mad, Admiral. He blames
you for the death of his wife...

KIRK
I know what he blames me for.
(thinks)
The escape pods are all in place.
(looks around)
Where's the transporter room?

122   INT. SPACE STATION TRANSPORTER ROOM                        122

Kirk, wearing his spectacles, studies the transporter
consoles. ANGLE WIDENS TO REVEAL the transporter pods,
and the others, b.g.

KIRK
Did he make it down here?

Chekov and Terrell look at each other; they seem a bit
stronger.

CHEKOV
It was not my impression. He spent
most of his time trying to wring the
information out of the people.

Saavik approaches Kirk:

SAAVIK
Anything?

Kirk looks at her over the rims of the glasses:

KIRK
Somebody left the unit on. If
everyone else was dead, it implies
that no one remained to turn it off.
Those people back there bought escape
time for Genesis with their lives.

Saavik studies the console.

SAAVIK
It doesn't make sense. These
coordinates are well within
Regula -- a plantoid we know to be
lifeless and airless.

KIRK
(wheels turn)
If Stage Two was completed, it was
underground -- she said it was going
to be underground.

SAAVIK
Stage Two of what?

Kirk gets it.

KIRK
(on communicator)
Kirk to Enterprise. Damage report,
Spock?

SPOCK'S VOICE
Admiral, if we go by the book, like
Lieutenant Saavik, hours could seem
like days.

KIRK
(beat)
I read you, Captain. Let's have it.

Fractional pause.

SPOCK'S VOICE
The situation is grave, Admiral. We
won't have main power for six days
at least. Auxiliary power has
temporarily failed, but maybe we can
restore that in two days. By the
book, Admiral.

Kirk frowns.

KIRK
Meaning you can't even beam us back?

SPOCK'S VOICE
Not at present.

Kirk looks at Saavik and Bones, decides --

KIRK
Captain Spock, if you do not hear
from us within one hour your orders
are to restore what power you can,
take the Enterprise to the nearest
Star Base and alert Starfleet
command when you are out of jamming
range.

UHURA'S VOICE
Sir -- we won't leave you behind...!

KIRK
Uhura, if you don't hear from us,
there won't be anybody behind. Kirk
out.
(to Terrell and Chekov)
You gentleman can remain here, or...

TERRELL
If it's all the same, Admiral, we'd
like to share the risk.

KIRK
(hesitates)
Very well. Let's go.

BONES
Go? Where are we going?

KIRK
(points to console)
Where they went. Saavik.

Kirk walks onto the pods as Saavik works the console,
rolling in electronic coding. The others join Kirk.

BONES
But what if they went -- nowhere?

KIRK
Then this will be your big chance
to get away from it all.

SAAVIK
Ready.

She presses a button, joins them on the pods. Slowly
they VANISH.

123   EXT. SPACE - THE PLANTOID REGULA                           123

CAMERA MOVES TOWARD it as the BEAM SOUND continues,
with irregularity. The plantoid is ugly and dead.
The sound frightens us, and climaxes with:

124   INT. ROCKY CAVERN - REGULA                                 124

The BEAM SOUND screeches, then settles into its comfort-
able mode as the FIVE FIGURES FLUCTUATE, FADE, then
APPEAR. They look around in wonder and relief.

SAAVIK
Admiral --

She indicates something O.S. They cross as CAMERA
reveals a cave wall stacked with technical materials
and crowned by a LARGE PROJECTILE, a giant version
of the model we saw earlier. They stare. (N.B. FEATURE
GENESIS ARMING CONTROL BOX.)

BONES
Genesis, I presume.

They walk by a group of crates. It all happens very
fast: David leaps out and tackles Kirk, throwing him to
the ground and landing atop him, a knife at his throat.

At the same time, Bones and Saavik reach for their
phasers, but Jedda, already armed, steps out. He has
them covered and helpless.

125   ANGLE FAVORING DAVID                                       125

DAVID
You're the sonavabitch who
committed mass murder up there.

He raises the knife --

KIRK
I'm Admiral Kirk...

DAVID
We were still there, you dumb
bastard! We could hear the screams
all the way to the transporter room --

Again he raises the knife --

KIRK
Where's Dr. Marcus --

DAVID
I'm Doctor Marcus!

Carol reaches the tunnel entrance to the cave --

CAROL
David --

DAVID
Mother, go back!

Carol sees Kirk --

CAROL
Jim --

DAVID
Go back. I'm going to kill him.

CAROL
(takes a breath)
You do that and you'll have murdered
your father.

All react. David and Kirk, facing each other, are
turned to stone. Bones, Jedda and Chekov turn to look
at Carol, wondering. Terrell very casually takes the
phaser from Jedda.

126   NEW ANGLE (FORMERLY SCENE 134)                             126

TERRELL
(cool)
I'll hold onto this.

But Kirk and Carol ignore them and walk towards each
other. There are tears in Carol's eyes. She reaches
up, trying to smile and touches his hair --

CAROL
You've got a little grey --

She can't. Kirk takes her and holds her tightly, look-
ing at David, over her shoulder. He stands there,
stunned, looking back.

KIRK
Carol. Is that true?

She nods --

KIRK
(continuing)
Why didn't you tell me?

DAVID
She's making it up! My father was
Professor --

CAROL
David, you're just making this
harder --

TERRELL
I'm afraid it's even harder than you
think, Doctor.

He and Chekov have their phasers trained on them.

TERRELL
(continuing)
Please don't move --

KIRK
Chekov -- !

CHEKOV
I'm sorry, Admiral.

Terrell speaks into his wrist recorder.

TERRELL
Your excellency, have you been
listening?

KHAN'S VOICE
(filtered)
I have indeed, Captain. You have
done well...

DAVID
I knew it -- !

David makes a reckless break for Terrell; Saavik
instantly throws herself on him bringing him down as
Terrell fires, hitting Jedda, who was behind David --
a killing ray. Jedda dematerializes. Carol SCREAMS
and David reacts with horror and guilt.

Most importantly, Chekov begins to tremble. Terrell
himself is shaken by his reflexive action. He's in
semi-panic.

TERRELL
Don't move -- any of you!

127                                                              127
thru                                                             thru
134                                                              134

135   EXT. SPACE - THE DARK SIDE OF REGULA                       135

Reliant, motionless in a parking orbit.

136   INT. RELIANT BRIDGE - FAVORING KHAN                        136

Joachim over his shoulder. Others in evidence. Khan
speaks into his console.

KHAN
Captain... We're waiting. What's
the delay?

137   INT. ROCKY CAVERN (INTERCUT AS DESIRED)                    137

TERRELL
All is well, sir. You have the
coordinates to beam up Genesis...

KHAN
First things first, Captain. Kill
Admiral Kirk.

Reactions by all -- only Kirk and Bones are unsurprised.
David and Saavik, dazed, fight the urge to do something.
Chekov is close to a seizure. Terrell fights conflicting
mental signals.

TERRELL
Excellency... it is difficult.
I try to obey, but --

KHAN'S VOICE
Kill him.

As though tearing off a leach, Terrell grabs at the
wrist recorder and flings it to the ground. A shock-
wave of pain hits Terrell. He recovers, trembling and
tries to obey. Chekov is shaking badly. Terrell aims
his phaser at Kirk. Chekov slowly raises his phaser
and aims at Terrell, though his hands are like lead.
We THINK Chekov is going to do the right thing. Then,
shockingly: Terrell turns his phaser on himself.

KHAN'S VOICE
(still emanates from
wrist recorder)
Kill him, Terrell. Now.

Terrell does, blowing himself into oblivion.

138   ANGLE - FAVORING CHEKOV                                    138

He SCREAMS, horribly, drops his phaser, clutching his
head.

Bones leaps to his side, pulls an injection device from
his belt pack, jabs it into Chekov's arm. Chekov,
almost with a sigh of relief, drops.

KHAN'S VOICE
Terrell? Chekov -- !

BONES
Jim -- for God's sake!

They rush to his side, as do Carol and David.

139   ANGLE - FAVORING CHEKOV                                    139

From the fallen man's ear, something begins to emerge.

140   VERY CLOSE - CHEKOV'S EAR                                  140

The Ceti eel crawls out. It has grown quite large.

141   SCENE                                                      141

Horror from all. Kirk picks up a phaser. As the eel
clears Chekov, he fires and destroys it. He shudders,
then sees the wrist recorder and grabs it.

KIRK
Khan, you bloodsucker, they're
finished! You'll have to do your
own dirty work now. Do you hear me?
Do you?

142   INT. RELIANT BRIDGE                                        142

Khan reacts to Kirk's VOICE: electronic shock. He
clutches the communicator, his eye-whites rolling.

KHAN
Kirk! Kirk, you are still alive --
my old friend...

INTERCUT AS DESIRED WITH

143   ROCKY CAVERN - FAVORING KIRK                               143

KIRK
Still, 'old friend.' You've
managed to kill just about everyone
else, but like a poor marksman, you
keep missing the target.

KHAN
(ironic)
Perhaps I no longer need to try.

He punches several buttons.

In the Rocky Cavern the transporter beam locks on to the
Genesis torpedo and its arming control box.

As Kirk and the others watch, horrified, Khan beams up
the materials. David tries to reach the torpedo, but
Saavik holds him fast --

DAVID
Let go -- he can't -- !

SAAVIK
Only half of you would get there.

The beam disappears and Genesis with it, leaving them
alone.

KIRK
(desperate)
Khan, you have Genesis, but you
don't have me! You were going to
kill me, Khan, it was your sole
purpose. You'll have to come down
here to do it! You'll have to
come down!

KHAN'S VOICE
I've done far worse than kill you,
Admiral. I've hurt you. And I
wish to go on hurting you. I
shall leave you, as you left me --
where no one will ever find you:
poetic justice; marooned for
eternity in the center of a dead
planet -- buried alive.

KIRK
Khan -- !

KHAN
Goodbye, Admiral. Oh, and don't
count on Enterprise. She can't
move. My next act will be to blow
her out of the heavens.

KIRK
KHAN!

144   OMITTED                                                    144

145   INT. RELIANT BRIDGE                                        145

Khan closes his eyes in voluptuous satisfaction.
Joachim enters and Khan looks at him.

KHAN
Well?

JOACHIM
Warp drive still inoperative. All
other systems should be restored
shortly.

Khan sighs, contentedly.

KHAN
Excellent. We have all the time
in the world.

146   INT. ROCKY CAVERN                                          146

As before, Saavik is on the communicator.

SAAVIK
This is Lt. Saavik, calling Enterprise...

She keeps trying. Chekov stirs --

BONES
He's alive!

Bones goes and tends Chekov who moans, tries to sit up.

KIRK
Pavel?

Chekov tries to smile; Kirk takes his hand --

SAAVIK
No use, Admiral, they're still
jamming all channels.

BONES
(looks across Chekov)
It wouldn't make any difference.
If Enterprise obeyed orders she's
long since gone. And if she couldn't
obey, she's finished.

DAVID
So are we, it looks like.

CAROL
I don't understand.
Who's responsible for all this?
Who is Khan?

KIRK
It's a long story.

DAVID
We appear to have plenty of time.

BONES
(dry)
You and your father can catch up on
things.

DAVID
(bitter)
My father. I hope you realize
another man has just been killed
because of...

BONES
Because of you, son. You shouldn't
have tried to rush someone holding
a primed phaser. Anyway it isn't
one man dead, it's two, in case
you've lost count.

David has been effectively spiked. Long silence.

KIRK
Do you have anything to eat? I
don't know about anyone else, but
I'm starved.

BONES
How can you think of food at a time
like this?

KIRK
Our first order of business is survival.

CAROL
There's food in the Genesis cave,
enough to last a lifetime -- should
that be necessary.

BONES
We thought this was Genesis.

Carol laughs -- there's an edge of hysteria to it.

CAROL
This? It took the Starfleet corps
of engineers ten months in space
suits to tunnel out all this. What
we did in there -- we did in a day.
David, why don't you show Dr. McCoy
and the Lieutenant our idea of food.

DAVID
But we can't just sit here -- !

KIRK
(unruffled)
Oh, yes we can. Is there really
something to eat?

David looks at his father, who checks his watch, putting
on his spectacles.

CAROL
David. Please.

DAVID
(to Kirk)
This is just to give us something
to do, isn't it?
(he shrugs)
Come on.

Saavik and Bones make to follow. Saavik turns to Kirk --

SAAVIK
Admiral?

KIRK
As your teacher Mr. Spock is fond
of saying: I like to think there
always are possibilities.

147   OMITTED                                                    147
thru                                                             thru
149                                                              149

150   EXT. SPACE                                                 150

Dark side of Gamma. Reliant sits idle.

150A   INT. ROCKY CAVERN                                         150A

Carol sits on the ground, Chekov's head in her lap,
looking at Kirk.

CAROL
David was right, wasn't he? It's
just to keep them busy.

KIRK
Why? Why didn't you tell me?

CAROL
How can you ask me that? Were we
together? Where we going to be?
You had your world and I had mine.
I wanted him in mine, not chasing
through the universe with his father.

Kirk turns away, overcome. She watches him.

CAROL
(continuing)
He's a lot like you in many ways.
Nothing I could do about it. He's
smarter, of course; that goes without
saying. Most of Genesis is really
his.

Her joke doesn't take effect. He doesn't turn.

CAROL
(continuing)
This is it, isn't it? We're never
going to get out of here.

Kirk says nothing.

CAROL
(continuing)
Please. Tell me what you're feeling.

Kirk hesitates, comes back and sits next to Chekov; he
changes Bones' compress on the ear as he finally speaks.

KIRK
There's a man I haven't seen in
fifteen years who thinks he's killed
me. You show me a son who'd almost be
happy to help him. My son. My life
that could have been and wasn't. What
am I feeling? I'm feeling old --
worn out.

Carol studies him; gently she sets Chekov's head down
on a sweater, then stands.

CAROL
Let me show you something that will
make you feel young -- young as when
the world was new.

She offers her hand. Kirk looks at Chekov, who smiles,
faint assurance.

CAROL
(continuing)
He'll be all right. Come.

After a moment's hesitation, Kirk takes her hand and
she leads him to the tunnel.

150B   INT. TUNNEL                                               150B

TRUCKING BEFORE Carol and Kirk. A rising light falls
on their faces as they walk, then run with excitement
toward the source. Kirk races ahead...

150C   KIRK'S POV - MOVING THROUGH THE TUNNEL                    150C

toward an iridescent light at its end, blindingly
beautiful with color.

INTERCUT: THESE TWO ANGLES until WE CAN HARDLY WAIT
for Kirk to reach the end of the tunnel, and then,
when it does:

150D   INT. GENESIS CAVE - PROMONTORY LEVEL                      150D

where the rock tunnel ends. Kirk comes out of the
tunnel, and his mouth drops open.

150E   FULL SHOT - THE GENESIS CAVE (MATTE AND FX) (FORMERLY     150E
SCENE 130)

A huge cavern. Kirk is actually standing at the middle
of it. Space extends vastly above and below his point
of view. Like Eden, lush growth everywhere, water-
falls, and a cobalt blue sky high, high above where a
round orb glows sending light and warmth downward.
There is a path from where Kirk stands down to the lower
level where Bones, and the others are waiting and calling
to him. Mist and haze waft gently across the cavern.

150F   BACK TO KIRK                                              150F

as Carol comes up beside him.

KIRK
You did this -- in a day?!

CAROL
The matrix formed in a day. The
life forms grew later -- at a
wildly accelerated rate. Can I
cook or can't I?

151   INT. RELIANT BRIDGE                                        151

The turbo doors open and Joachim stands there.

JOACHIM
Impulse power restored.

Khan smiles.

KHAN
More than a match for poor
Enterprise.

He punches at his console.

152   OMITTED                                                    152
thru                                                             thru
153                                                              153

154   EXT. SPACE - REGULA                                        154

Reliant ominously pokes her nose into the lit side of
the planet, heading for Enterprise.

155   INT. RELIANT BRIDGE                                        155

JOACHIM
Departing dark side, Regula.

KHAN
Visual --

156   ON SCREEN                                                  156

The Regula I Space Station -- but where is Enterprise?

157   ON KHAN                                                    157

frowning with puzzlement.

KHAN
Where IS she?

158   ON SCREEN                                                  158

not a trace!

159   INT. GENESIS CAVE PLATFORM                                 159

Kirk and the others eat fruit from the huge (matte)
forest beyond. Chekov has been moved to join them.

159A   ANGLE FAVORING DAVID AND SAAVIK                           159A

who watches him.

DAVID
What are you looking at?

SAAVIK
The Admiral's son.

DAVID
Don't you believe it.

SAAVIK
Oh, I believe it.

She almost smiles. David returns her stare and it
throws her.

SAAVIK
(continuing)
What are you looking at?

DAVID
(confused)
I don't know.

159B   INT. GENESIS CAVE - WIDER ANGLE                           159B

Saavik rises, paces. Kirk puts down his food.

KIRK
Now that's what I call a meal.

BONES
It's like the Garden of Eden...

CAROL
Only here, every apple comes from
the Tree of Knowledge.

Kirk watches Saavik.

KIRK
What's on your mind, Lieutenant?

SAAVIK
The Kobayashi Maru, sir.

DAVID
The what?

BONES
The no-win scenario -- and with
what philosophy a commander faces
defeat.

KIRK
Are you asking me if we are playing
out that scenario now, Lieutenant?

SAAVIK
On the test, sir, will you tell me
what you did? I'd really like to
know.

Kirk looks at Bones, who smiles --

BONES
Lieutenant, you are looking at the
only Starfleet cadet who ever beat
the no-win scenario --

KIRK
And almost got tossed out of the
Academy...

He looks at his watch again, using his glasses --

SAAVIK
How?

KIRK
I reprogrammed the simulation so it
was possible to rescue the ship.

SAAVIK
WHAT?

KIRK
I changed the conditions of the
test. I received a commendation for
original thinking.
(pause)
I don't like to lose.

SAAVIK
Then -- you never faced that
situation -- faced death...

BONES
Until now.

KIRK
We each face death every day we're
alive, Saavik.

He picks up the communicator.

KIRK
(continuing)
Spock, this is Kirk. It's two hours.
Are you about ready?

SPOCK'S VOICE
Right on schedule, Admiral. Just
give us your coordinates and we'll
beam you aboard.

The others are on their feet, stunned with amazement --

KIRK
Right. I don't like to lose.

He clicks off.

David gapes at his father.

160   OMITTED                                                    160

161   EXT. SPACE DARK SIDE OF REGULA                             161

WE CAN SEE NOW where Enterprise is: she has slipped
behind the plantoid, clockwise, even as Reliant was
rounding into the lighted side.

162   INT. TRANSPORTER ROOM - ENTERPRISE                         162

Kirk, David, Saavik, Carol and Bones, holding the semi-
conscious Chekov MATERIALIZE. Spock is there to greet
them.

SAAVIK
But the damage report -- we were
immobilized...

KIRK
Come, come, Lieutenant, you of all
people go by the book. Hello,
Spock. You remember Dr. Marcus...

They are moving through the room as they talk --

SPOCK
Certainly...

SAAVIK
(overlapping)
By the book...

KIRK
Regulation 46-A: 'If transmissions
are being monitored during battle...'

SAAVIK
'... no uncoded messages on an open
channel...'

Saavik steps in front of Spock.

SAAVIK
(continuing)
You lied.

SPOCK
I exaggerated.

KIRK
Hours instead of days, Saavik; now
we have minutes instead of hours --

BONES
(behind)
I'm taking this bunch to sick bay.

CAMERA STAYS WITH THEM, HOLDS ON DAVID, awed.

163   INT. CORRIDOR ENTERPRISE                                   163

Saavik and Kirk follow Spock. They stop at a Turbo
Lift --

SPOCK
They're inoperative below C-deck.

164   INT. ANOTHER ENTERPRISE CORRIDOR                           164

They race down corridors as they speak --

KIRK
What IS working around here?

SPOCK
Not much, Admiral. We have partial
main power...

KIRK
That's it?

SPOCK
Best we could do in two hours.

165   INT. ENTERPRISE BRIDGE                                     165

Full crew in place as doors whoosh open --

SULU
(overjoyed)
Admiral on the bridge --

KIRK
Battle stations.

ALARMS, SIRENS, ETC. CREW RUSH INTO PLACE AS Kirk,
Spock and Saavik approach the big screen.

KIRK
(continuing)
Tactical.

We see the Enterprise emerging from the dark side of
Gamma Regula, where Reliant is now a moving blip.

KIRK
(continuing)
Uh oh.

SPOCK
She can out-run us and out-gun us.
But there is the Mutara Nebula at
153 mark four.

KIRK
(studies his console)
Scotty, can we make it inside?

SCOTTY
The energizer's bypassed like a
Christmas tree -- so don't give me
too many bumps.

KIRK
No promises, Mr. Scott. On your way.

SAAVIK
Trouble with the nebula, sir, is all
that static discharge and gas clouds
our tactical display. Visuals won't
function and shields will be useless.

Kirk looks over the rims of his glasses at Spock; they
smile with faint amusement.

SPOCK
What's sauce for the goose, Mr.
Saavik. The odds will be even.

166   VARIOUS CORRIDORS, ENTERPRISE                              166

As the lights change, the CREW runs to their stations.

166A   EXT. SPACE                                                166A

ENTERPRISE STARTS MOVING.

167   INT. HOSPITAL                                              167

Carol, David and Bones react to the light change and
the sirens -- Bones works on Chekov...

DAVID
I'm going up there.

BONES
You'll be in the way, Dr. Marcus...
best stay here.

Carol and David are civilians on a battleship.

168   INT. ENTERPRISE BRIDGE                                     168

Reacting. Saavik approaches Kirk and Spock.

SAAVIK
Admiral... what happens if Reliant
fails to follow us into the nebula?

Kirk and Spock exchange looks --

SPOCK
I think we can guarantee she'll
follow us, Mr. Saavik. Remind me
to explain to you the concept of
human ego.

KIRK
Best speed, Scotty...

169   EXT. SPACE                                                 169

The Enterprise whooshes by CAMERA leaving Regula
behind. Reliant now appears in far b.g. and CAMERA
BEGINS A MOVE to her.

170   INT. RELIANT BRIDGE                                        170

KHAN
There! Full impulse power! Not
so wounded as we were led to believe
-- so much the better...

171   EXT. SPACE                                                 171

Reliant moves to and past CAMERA in hot pursuit.

172   EXT. SPACE - SERIES OF SHOTS                               172

Call them SPACE-BYS. Enterprise rushes TOWARD US,
flashes BY and CONTINUES towards the swirling nebula.

THEN Reliant does the same, closer in pursuit. At
this moment, half the distance between Regula and
the nebula has been covered.

173   INT. ENTERPRISE BRIDGE                                     173

SPOCK
Estimating nebula penetration
in two minutes. Reliant is
closing.

KIRK
Steady as you go...

174   EXT. SPACE                                                 174

Orientation, SHOT. Reliant can clearly see where
Enterprise is headed --

175   INT. RELIANT BRIDGE                                        175

JOACHIM
We'll lose them if they go in there.

KHAN
Rake her.

176   SOMEONE PUNCHES A BUTTON                                   176

177   EXT. SPACE                                                 177

Reliant's shot crosses Enterprise's bow --

178   INT. ENTERPRISE HOSPITAL                                   178

The ship reverberates with the near miss. Chekov wakes
up, looks wildly about --

BONES
Take it easy --

CHEKOV
But I must --

BONES
Listen to me, Pavel; you haven't
the strength or the equilibrium --

CHEKOV
But --

As they talk, David, unnoticed, leaves the area. The
Enterprise is buffeted again --

CAROL
Dr. McCoy, I can't just sit here.
Tell me what I can do.

BONES
(grim)
You can help get my surgery squared
away. I'm expecting customers.

She whitens in fear. ANOTHER SHOT reverberates.

179   INT. ENTERPRISE BRIDGE                                     179

SAAVIK
That was close --

KIRK
(unfazed)
They just don't want us going in there.

SPOCK
One minute to nebula perimeter.

The bridge door slides open and David enters. He
stares in wonder. Saavik reacts to David.

SPOCK
(continuing)
Admiral, they're reducing speed.

KIRK
Uhura, patch me in --

UHURA
Aye, sir.

180   INT. RELIANT BRIDGE                                        180

KHAN
Why are we slowing?

JOACHIM
We daren't follow them into the
nebula, sir -- our shields will be
useless...

KIRK'S VOICE
This is Admiral Kirk.

Khan's eyes bulge --

KIRK'S VOICE
(continuing)
We tried it once your way, Khan.
Are you game for a rematch?

Khan's eyes bulge --

KIRK'S VOICE
(continuing)
Khan -- ! I'm laughing at the
"superior" intellect.

KHAN
Full impulse power!

JOACHIM
No sir! We have Genesis -- Whatever
you want --

KHAN
Full power damn you!

And he reaches across and executes it himself.

181   INT. ENTERPRISE BRIDGE                                     181

They react to Reliant's speed-up. The nebula approach
is ON SCREEN.

KIRK
(dry)
I'll say this for him: he's
consistent.

182   EXT. SPACE - THE MUTARA NEBULA                             182

WE'RE VERY CLOSE NOW, and SEE CLEARLY the swirling,
slowly moving gases, magenta, purple, etc. There are
veils of luminescent materials and through all an
interlace of unpredictable electrical charges.

Like lightning, these intermittent great flashes
illumine whole sections of the nebula. OUR VIEW is
moving slowly forward...

183   INT. ENTERPRISE BRIDGE                                     183

SPOCK
(timing)
And we're... in.

184   EXT. SPACE - THE NEBULA                                    184

As Enterprise whooshes into the PICTURE headed into the
purplish gas -- and disappears into a cloud bank of
the stuff.

A moment then Reliant APPEARS, pursues Enterprise into
the gloom, also disappears.

185   INT. RELIANT BRIDGE                                        185

ON SCREEN the picture is squirrelly purple, breaking
up. Blindness. Panic.

KHAN
Tactical!

JOACHIM
(tries)
Inoperative.

KHAN
Raise the shields...

Electrical forces raging without are also reflected on
the circuits within. It's bumpy, on top of everything
else. Electronic WHINING.

JOACHIM
As I feared, sir. Not functional.
I'm reducing speed.

Khan does not argue.

186   EXT. SPACE - PURPLE - SERIES OF SHOTS                      186

Cautiously Reliant emerges from a massive "cloudbank."
Electrical discharges abound. Barely moving, she feels
her way forward. Alone.

187   AS THE ANGLE WIDENS                                        187

A treat: Enterprise is above and behind Reliant.

188   INT. ENTERPRISE BRIDGE - ON SCREEN                         188

Reliant's image is breaking up.

SULU
Phaser lock inoperative, sir.

KIRK
Best guess, Mr. Sulu. Fire when
ready.

Sulu strains, then fires -- just as an electrical dis-
turbance bounces the bridge --

189   EXT. SPACE NEBULA                                          189

The bounce causes Sulu's phaser shot to go wide of
Reliant, amid CRACKLING discharges --

190   INT. RELIANT BRIDGE                                        190

Rolls from the near-miss concussion --

KHAN
Aft-torpedoes -- fire -- !

191   EXT. SPACE NEBULA                                          191

Reliant is wide of the mark with a Photon torpedo.
A BLINDING ELECTRICAL DISCHARGE. When it clears,
Enterprise appears to be alone.

192   INT. ENTERPRISE BRIDGE                                     192

ON SCREEN, nothing but magenta amid picture breakup --

KIRK
(sweating)
Hold your course. Look sharp...

SAAVIK
At what.

193   EXT. NEBULA (INTERCUT WITH BRIDGE)                         193

Enterprise feeling its way...

194   ON BRIDGE - POV ON SCREEN                                  194

All peer into the lousy picture. Occasional electrical
flashes.

195   EXT. SPACE NEBULA                                          195

Still Enterprise moves forward... A LARGE FLASH... a
SUDDEN GLIMPSE: Reliant boring in on collision course!

196   INT. ENTERPRSIE BRIDGE                                     196

A sudden clearing ON SCREEN: Reliant!

KIRK
Evasive starboard!

Hard over, but not fast enough. Reliant fires a phaser.

197   SERIES OF SHOTS                                            197

Reliant's phaser shot hits the Enterprise torpedo room
in Dorsal Fin area of ship.

198   INT. ENTERPRISE TORPEDO ROOM                               198

An EXPLOSION rocks the room and...

199   INT. ENTERPRISE BRIDGE                                     199

The Bridge rattles from the explosion below; Sulu is
thrown from his chair. Saavik leaps to her post --

KIRK
Phaser bank one, fire!

200   EXT. SPACE NEBULA        200

The Enterprise fires a phaser and delivers a raking shot
-- which rips along the side of Reliant's primary hull.

200A   INT. RELIANT BRIDGE (FORMERLY SCENE 205)                 200A

The bridge is damaged; Joachim and others are wounded...

KHAN
Joachim!

For the first time, his friend wounded, Khan hesitates,
holds him --

JOACHIM
Yours... is... the superior...

KHAN
I shall avenge you --

200B   NEW ANGLE                                                 200B

She veers to one side with the impact and disappears
into a deep purple mass.

201   INT. ENTERPRISE BRIDGE                                     201

Sulu is being helped by David --

KIRK
Damage, Scotty?

202   INT. ENGINE ROOM                                           202

Bones is there, helping some crewmen. The Reactor Room
flashes a red warning light and glows with a blue
light. The air is heavy with smoke but the doors,
damaged earlier, still hold.

SCOTTY
Admiral, I've got to take the mains
off the line. The energizer's shaken
loose and I can't get in there to
fix her -- radiation --

203   INT. ENTERPRISE BRIDGE                                     203

KIRK
All right, we'll do the job with
auxiliary power.

The bridge door opens and closes; Chekov, faint,
stands there.

CHEKOV
Could you use another hand, Admiral?

KIRK
Man the weapons console, Mr. Chekov.

ANGLE FAVORING David as the others react to Chekov
taking his place. Quiet.

KIRK
(continuing)
Spock?

Spock is bent over the scanner --

SPOCK
Sporadic energy readings port side,
aft. Could be an impulse turn.

KIRK
He won't break off now. If he
followed me this far he'll be back.
But from where...?

SPOCK
He's intelligent, but not experienced.
His pattern indicates two dimensional
thinking...

Kirk looks at him, smiles.

KIRK
Mr. Saavik, all stop.

SAAVIK
All stop, sir.

KIRK
Descend ten thousand meters. Stand
by photon torpedoes.

204   EXT. SPACE NEBULA                                          204

Reliant in purplish mass, banking slightly, completing
a long turn, then boring ahead.

205   OMITTED                                                    205

206   EXT. SPACE NEBULA                                          206

As Reliant emerges from the dark blue mass into a clear
almost tranquil place. Reliant, moving slowly, stops,
as if looking around.

207   INT. RELIANT BRIDGE                                        207

The screens are empty.

KHAN
Where is he? Where in God's name
is he?

208   EXT. SPACE NEBULA                                          208

Reliant motionless in the f.g. amid occasional flashes.
Now, behind Reliant and from below, like a great whale
rising from the depths, Enterprise rises vertically,
slowly passing the unsuspecting enemy. When Enterprise
is above, behind and quite close:

209   INT. ENTERPRISE BRIDGE                                     209

Reliant ON SCREEN, intermittent but clear.

CHEKOV
Torpedoes ready, sir.

KIRK
Fire.

210   SERIES OF SHOTS                                            210

A)   EXT. ENTERPRISE

fires torpedo; one which hits, destroying Reliant's
weapons pod on top.

B)   INT. RELIANT

C)   EXPLOSIONS rock the interior of Reliant.

D)   EXT. ENTERPRISE

fires two more times. The first causes general
damage. The second, close behind blasts Reliant's
port engine off into space, debris scattering.

E)   INT. RELIANT BRIDGE

is devastated. Khan is blown from his chair and
WE'RE UNCERTAIN of his fate.

211   EXT. SPACE NEBULA            211

Reliant, now a scarred, battered hulk, her main hull
still intact, but dead in space.

212   INT. ENTERPRISE BRIDGE                                     212

No cheers, just deadly professionalism.

KIRK
Cease fire. Look sharp.

SAAVIK
Power levels quite low, sir.

KIRK
(to intercom)
Mr. Scott, can you get the mains
back on line?

SCOTTY'S VOICE
(breaking up slightly)
I'll need ten minutes, sir, 'til
the radiation dissipates.

KIRK
Uhura, send to Commander, Reliant:
prepare to be boarded.

UHURA
Aye, sir.

213   INT. RELIANT BRIDGE                                        213

Amid the smoke and ruins, WE SEE no signs of life.

UHURA'S VOICE
Commander, Reliant, this is
Enterprise. Surrender and prepare
to be boarded. Repeat...

In f.g., chillingly, Khan rises INTO SHOT by the main
console. He is horribly burned, and it is clear that
he is clinging to life by his will.

KHAN
No... Kirk. The game's not over.

As Uhura's voice continues O.S., Khan pulls himself
into a chair at the console, one of his hands useless
at his side.

KHAN
(continuing)
To the last I will grapple with thee!

Painfully, with one good arm, he starts arming the
Genesis console.

213A   INT. RELIANT TRANSPORTER ROOM                             213A

There sits the Genesis torpedo: lights start blinking
in response. As we watch, the CHILD we met on Ceti Alpha
walks to the torpedo and smiles at the lights.

214   INT. ENTERPRISE BRIDGE                                     214

UHURA
Enterprise to Reliant: you are
ordered to surrender your vessel.
Respond!
(to Kirk)
Nothing, sir.

KIRK
We'll beam aboard. Alert
transporter room --

SPOCK
Admiral. Scanning an energy source
on Reliant. A pattern I've never
seen.

David peers closer over Spock's shoulder, reacts.

DAVID
It's the Genesis Wave!

KIRK
What?

DAVID
He's on a build up to detonation!

KIRK
How soon --

DAVID
We encoded four minutes --

KIRK
We'll beam aboard and stop it --

DAVID
You can't!

The briefest stunned moment. Kirk hits intercom:

KIRK
Scotty, I need warp speed in three
minutes or we're all dead!

STATIC.

KIRK
(continuing)
Scotty!

Spock leaps from his place and disappears through the
bridge doors.

KIRK
(continuing)
Saavik, get us out, best speed!

SAAVIK
Aye, sir.

215   EXT. SPACE NEBULA                                          215

Enterprise backs away from Reliant. Her speed is pain-
fully slow.

216   INT. RELIANT BRIDGE                                        216

ON SCREEN, Enterprise, intermittent image, backs away.
Khan smiles triumphantly through his pain. An elec-
tronic power SOUND has been building.

KHAN
No... You can't get away... From
hell's heart I stab at thee...
(amid the pain)
For hate's sake... I spit my last
breath at thee!

Khan topples forward, dead. The WHINE continues to
build chillingly.

217   INT. ENTERPRISE ENGINE ROOM                                217

Spock rushes in. Bones ministers to Scotty, b.g.

Spock sizes up the situation, starts for the radiation
room, Bones intercepts him.

BONES
Are you out of your Vulcan mind?
No human can tolerate the radiation
loose in there!

SPOCK
But, as you are so fond of observing,
Doctor, I'm not human.

BONES
You're not going in there -- !

SPOCK
I'm afraid I can't stop to discuss
this logically --

He gives Bones the Vulcan nerve pinch. Bones goes
down.

Spock presses the access button and enters the Reactor
Room, a separated area behind radiation-proof glass
and metal, RED FLASHING LIGHTS and an iridescent blue
glow within.

218   ANGLE - SCOTTY AND BONES                                   218

SCOTTY
(in horror)
Spock -- get out of there!

219   INT. ENTERPRISE REACTOR ROOM                               219

Bathed in blue light, arcing energy around him, Spock
is a silhouetted figure as he goes to work, door clos-
ing behind him.

220   EXT. SPACE - RELIANT                                       220

The WHINE increasing, the dead ship Reliant alive with
danger...

221   EXT. SPACE NEBULA - ENTERPRISE                             221

A snail's pace compared to the escape speed needed.

222   INT. ENTERPRISE BRIDGE                                     222

KIRK
Time from my mark...

SAAVIK
Two minutes, ten seconds.

KIRK
(intercom)
Engine room! What's happening?!

223   INT. ENTERPRISE REACTOR ROOM (INTERCUT AS                  223
REQUIRED)

Outside the glass, Scotty and Bones screaming:

SCOTTY
Captain, please!

BONES
Get out! Get out, man! Oh, dear
God...!

224   WITHIN                                                     224

WE CAN SEE the silent urging of Bones and Scotty.
Spock is oblivious. Amid the fire-blue arcs, he moves
to the control panel. Between his hands and the con-
trols, power arcs insanely. Spock is in an inferno,
a radiation hell, fighting now with all his strength
to control it. Slowly, the damping rods move out.
Spock moves to a manual control, begins to turn it.

225   CLOSE - SPOCK'S HANDS                                      225

on the manual control, slowly turning black.

226   HIS FACE                                                   226

His face, using all the self discipline he is capable
of to control the pain, continuing to work --

227   WITHOUT                                                    227

Bones and Scotty react in helpless horror.

228   EXT. SPACE NEBULA                                          228

Enterprise still well within the nebula, Reliant a
figure still visible in b.g. She's crawling still.

229   INT. ENTERPRISE BRIDGE                                     229

Reliant, now symbol of death, ON SCREEN.

KIRK
Time!

SAAVIK
Three minutes, thirty seconds.

KIRK
Distance from Reliant...

CHEKOV
Four hundred kilometers.

Kirk looks at David, but David shakes his head: No
way. Then:

CADET
Sir! The mains are back on line -- !

KIRK
Bless you, Scotty. Go, Saavik!

She increases power and --

230   EXT. SPACE NEBULA - SERIES OF SHOTS                        230

A)   With a burst of warp speed, Enterprise accelerates
out of the lazy pace and whooshes PUT OF SCENE,
leaving Reliant behind.

B)   POV RELIANT

disappearing in the swirls of:

C)   POV MUTARA NEBULA

which clears the flame and --

D)   ENTERPRISE

roaring through space -- and:

E)   RELIANT

The WHINE increases to fever pitch, then: she goes!

F)   EXT. MUTARA NEBULA - MASTER EFFECT

As Reliant goes, so goes the nebula. The "Genesis
Effect" WE SAW in its earliest experiments, now
seems familiar on a gigantic, cosmic scale.

The blinding flash at first, followed by the same
tumbling turbulence of the miniature test. It is
awesome.

231   INT. ENTERPRISE BRIDGE                                     231

The bridge doors open and Carol appears. Instinctively
she draws near her son.

Finally, Kirk turns, sees Carol --

KIRK
Reduce speed. My God, Carl. Look
at it.

ON SCREEN and INTERCUT -- GENESIS TUMBLES and starts
evolving. A moment in history.

KIRK
(continuing, on
intercom)
Engine Room. Well done. Scotty?

BONES' VOICE
(after a beat)
Jim, you'd better get down here. Hurry.

The tone frightens Kirk.

KIRK
Saavik, take the con.

He moves through the doors quickly, leaving the rest
staring at the new world evolving.

232   INT. STAIRWAY TO ENGINE ROOM                               232

It is endless. Kirk runs forever, feet pounding down,
down, down --

233   EXT. SPACE AND ON SCREEN                                   233

The clouds tumble and move, new things lie beyond --

234   INT. STAIRS                                                234

Kirk races --

235   INT. ENTERPRISE ENGINE ROOM                                235

Kirk emerges to encounter Scotty and Bones. Their
looks tell him. He sees the flashing light over the
Reactor Room. He dashes for the control panel. Bones
grabs him.

SCOTTY
No, sir! You'll flood the whole
compartment...!

KIRK
He'll die -- !

BONES
(also holds him)
He's dead already, Jim.

Kirk's eyes bulge.

KIRK
Oh, God.

236   ANGLE AT REACTOR ROOM GLASS DOOR                           236

With stunned understanding, Kirk stumbles to the door,
sees Spock on his knees, hands blackened, face cracked
with radiation lines and scars.

Spock shakes his head. With a feeble hand he reaches
the intercom button: filtered communication.

KIRK
Spock!

SPOCK
The ship -- out of danger?

KIRK
Yes --

Spock is satisfied; he fights for breath --

SPOCK
Don't grieve, Admiral -- it's
logical: the good of the many
outweighs --

He almost keels over. Kirk has tears streaming down
his face.

KIRK
... the good of the few...

SPOCK
Or the one.

He props a hand on the glass to support himself. Kirk's
hand reflexively goes to match Spock's on the other side
of the glass --

SPOCK
(continuing)
I never took the Kobayashi Maru
test -- until now. What do you
think of my solution?

KIRK
Spock...!

SPOCK
I have been -- and always will be
-- your friend... Live. Long. And.
Prosper.

Spock falls. Bones and Scotty react.

KIRK
No...!

SAAVIK'S VOICE
(intercom)
Admiral, you've got to see this!
There's new life -- a whole new
world, a Genesis world -- !

But Kirk is past hearing or caring. He is huddled up
against the glass, destroyed. Bones looks on, helpless.

DISSOLVE TO:

237   EXT. SPACE                                                 237

A spectacular look at Carol's planet being born!

238   OMITTED                                                    238

239   CAMERA PULLS BACK TO REVEAL                                239

the Ship's Company in full dress uniforms assembled for
ship's burial service. Over the PULLBACK, we HEAR:

KIRK
In accordance with the traditions
of Starfleet and of Article 184
Starfleet Regulations, we are
assembled here today to pay final
respects to our honored dead.

Carol and David are PROMINENTLY FEATURED. David watching
Kirk attentively. So are Sulu, Uhura, Chekov, and Saavik.
Bones stands next to Kirk. Scotty carries his bagpipes.
Saavik wears her hair down.

KIRK
(continuing)
And yet, in the midst of our sorrow
it should be noted that this death
takes place in the shadow of new
life, the sunrise of a new world,
a world that our beloved comrade
gave his own life to protect and
nourish. He did not feel that
sacrifice a vain or empty one --
and we will not debate his profound
wisdom, in these proceedings. Of
my friend, I can only say this, that
of all the souls I have encountered
in my travels, his was the most --
(he falters)
-- human.

He tries to go on, but catches Bones' face: Bones is
streaming tears. Kirk can't go on.

KIRK
(continuing)
Lieutenant Saavik.

240   OMITTED                                                    240

241   ANGLE - THE GROUP                                          241

Saavik steps forward.

SAAVIK
We commend the soul of our brother
departed. We love we commit his
body to the depths of space.

SULU
Honors -- hup!

All Starfleet personnel salute. Scotty begins to PIPE,
an odd blare which mellows into Amazing Grace. Kirk
nods a signal.

242   THE CAPSULE                                                242

A gleaming black projectile is carried by pallbearers
into the launching chamber, which locks behind it. At
a hand signal from a TORPEDOMAN, the projectile is fired.
NOISE.

243   EXT. SPACE                                                 243

Spock's remains seen on their way to the new world.
The capsule grows too small to SEE. The bagpipes STOP.

244   INT. TORPEDO ROOM                                          244

SULU
Return -- hup!

The salute drop.

KIRK
Lieutenant.

She steps to him and they exchange salutes --

KIRK
(continuing; very
quietly)
After you dismiss the company, you
will take the watch. Set course
for Ceti Alpha V and we'll pick up
survivors.

SAAVIK
Aye, sir.

KIRK
I'll be in my quarters if needed,
but I would prefer...

SAAVIK
Understood, sir.

KIRK
(aloud)
Dismiss the company.

They salute. She about-faces as Kirk walks towards
the  Turbo Lift. Saavik issues dismissal and posting
orders, but WE TRUCK with Kirk until CAMERA STOPS and
he leaves FRAME and WE HOLD on David. He finally
understands.

245   INT. KIRK'S QUARTERS                                       245

After a long moment, the CAMERA DISCOVERS Kirk. He
pours a drink, then decides not to have it.

He sits wearily, not knowing how to shake the ghosts.
Then he sees the book.

Kirk picks up the battered volume, the gift from his
friend, and closes his eyes a moment. Almost idly
he starts turning pages, looking for a clue. But he
can't see the writing -- he rummages through his
pockets and pulls out the half-glasses --

One of the lenses is broken. It has a deep impact on
Kirk. He puts down the book and glasses and covers
his eyes.

A SOFT BONG. Kirk clears his throat.

KIRK
Yes... come.

The door whooshes open and closes to admit David. The
last person Kirk expected to see.

DAVID
I don't mean to intrude.

KIRK
Uh, no...
(rises)
I should be on the bridge.

DAVID
Are you running away from me?

David's strength is turning a corner with Kirk --

KIRK
I suppose I was.
(pause)
I poured a drink. Would you like
it?

DAVID
No. I -- I guess I'm not what you
expected.

KIRK
(rueful)
I didn't expect anything.

DAVID
That makes two of us.
(he studies his
father)
Lieutenant Saavik was right: you
never have faced death --

KIRK
(hoarse)
Not like this -- no. I haven't faced
death, I cheated death. I tricked
my way out of death and patted myself
on the back for my ingenuity. I
know nothing.

DAVID
You knew enough to tell Saavik that
how we face death is at least as
important as how we face life --

KIRK
It was just words.

DAVID
But good words. That's where ideas
begin. Maybe you should listen to
them.

KIRK
I'm trying, David.

DAVID
So am I. My friends were killed,
too.

KIRK
I am truly sorry.

Pause. They study each other.

DAVID
I was wrong about you. And I'm
sorry.

KIRK
Is that what you came here to say?

DAVID
Mainly.
(he starts out,
then turns -- )
And also that I'm proud -- very
proud -- to be your son.

A stunned moment, then Kirk lets it all hang out: for
David, for Carol and for Spock. He hugs his son, hold-
ing onto him as if to life itself.

246   EXT. SPACE                                                 246

The Enterprise passes the new planet in all its beauty.

247   INT. ENTERPRISE BRIDGE                                     247

The door whooshes. Kirk strides on the bridge, David
with him. Carol is there with Bones; they are glad at
what they see.

SAAVIK
Admiral on the bridge!

KIRK
As you were, Mr. Saavik.

SAAVIK
Aye, sir. On course to Ceti Alpha.
All is well.

KIRK
Good, I believe you already know
my, uh, son --

Saavik comes close to blushing --

KIRK
(continuing)
Yes, well, why don't you show him
around and...

SAAVIK
Aye, sir --

She takes him off, deadpan amusement --

SAAVIK
(continuing)
So you turn out to be the dumb
bastard.

They stare at her.

SAAVIK
(continuing)
That is a little joke.

Kirk has a smile. He joins Bones and Carol facing the
screen.

BONES
She's changed her hair again.
(pause)
Will you look at that? Think
they'll name it for you, Doctor?

CAROL
Not if I can help it. We'll name
it for our friend.

KIRK
(quietly)
It is a far far better thing I do
than I have ever done before... a
far better resting place I go to
than I have ever known...

CAROL
(soft)
Is that a poem?

KIRK
Something Spock was trying to
tell me. On my birthday.

He shakes his head, remembering --

BONES
You okay, Jim? How do you feel?

KIRK
(considers; smiles)
Young. I feel young, Doctor.

He turns to Saavik and David --

KIRK
(continuing)
Lieutenant, new course: 'Second
star to the right and straight on
till morning.'

The bridge crackles with lights and CHATTER as we...

CUT TO:

247A   THE VIEWSCREEN                                            247A

AND GO THROUGH TO:

248   EXT. SPACE FINALE (BOARDED)                                248

SPOCK'S VOICE
Space, the final frontier... These
are the continuing voyages of the
Starship Enterprise... Her ongoing
mission: to explore strange new
worlds... to seek out new life and
new civilizations... To boldly go
where no man has gone before...

She is moving out now, passing CAMERA and heading
toward the distant stars. She is beautiful and they
are beautiful. And as she slowly disappears from
VIEW...

MUSIC RISES. CREDITS ROLL.

THE END

Jackie Brown

Screenplay by Quentin Tarantino



OPENING CREDITS


INT. LOS ANGELES INTERNATIONAL AIRPORT - DAY

We hear the rhythm of funky seventies SOUL MUSIC.

Then SHE steps into FRAME.

She is JACKIE BROWN, a stewardess dressed in her CABO AIR
uniform. (A little shuttle airline that flies from Los
Angeles to Cabo San Lucas. Approximate flight time: forty
five minutes)

Jackie stands still as a people-mover slowly inches her
through the airport. The CREDITS APEAR and DISAPPEAR in
front of her.

Jackie Brown is a very attractive black woman in her mid
forties, though she looks like she's in her mid-thirties.

The people-mover reaches the end of the line, she steps
off.

She breezes through Customs and we follow her with a
STEDICAM as she strides through the airport... She gets
to her gate disappears inside the plane for a moment
comes back out sans flight bag picks up the microphone.

JACKIE
(into mike)
Flight 710 Cabo San Lucas, now
boarding Gate 12, first class only.

With a smile on her face, she collects passengers'
boarding passes as they board the plane.

FADE TO BLACK


TITLE CARD

"ORDELL ROBBIE"

FADE UP ON:


EXT. FIRING RANGE - DAY

VIDEO

A chorus line of six beautiful bikini-clad women, all
holding different automatic weapons, BLASTING away.

The cheap VIDEO TITLES to:

"CHICKS WHO LOVE GUNS"

Play over this image.

One bikini beauty is singled out. She's a gorgeous
brunette named SIDNEY. Sidney stands facing camera
holding a TEC-9 and describing it.

SIDNEY
(to camera)
Hi, I'm Sidney. And I love to TEC-9.
The popular TEC-9 is advertised by
its makers as being tough as the
toughest customer.

SIDNEY'S STATISTICS: Age, height, measurements, date of
birth, appear at the bottom left-hand corner. As Sidney
continues her sales pitch demonstration, a BLACK MAN'S
VOICE begins talking over the video.

BLACK MAN (O.S.)
That's a TEC-9. It's a cheap ass
spray gun outta South Miami.

After a CLOSEUP of the TEC-9, Sidney FIRES the weapon.

BLACK VOICE (O.S.) (CONT'D)
Cost three-eighty retail. I get them
for two hundred and sell 'em for
eight.


INT. MELANIE'S BEAHC APARTMENT - NIGHT

The Black Voice belong to forty-five-year old ORDELL
ROBBIE.

Ordell wears clothes nice and likes wearing nice clothes.
Stylish, athletic wear (Reebok), heavy, black leather
jackets (Hugo Boss), warm-colored berets and baseball
caps to cover his balding head are Ordell's "look." At
this moment Ordell's wearing an open silk shirt.

Ordell narrates the video playing on the big-screen V.
(the most expensive thing in the apartment). He holds a
cocktail in one hand (screwdriver, his drink of choice)
and the remote control in the other, pacing the floor in
his I-can-talk-anybody-into-anything voice.

LOUIS GARA, who looks like he does his shopping at the
Salvation Army (dressed in a Hawaiian shirt and
dungarees), sits on the sofa staring blankly at the
video, drinking Jack Daniels on ice. Louis, white, also
in his mid forties, has lived over half of his life in
penal institutions. The experience has affected both his
body language and his thought process.

While acutely aware of the rhythm of life inside a
correction facility, in the real world his timing is
thrown. It's like a song he doesn't know the lyrics to
but attempt to sing anyway.

The third person watching the video is the person who
lives in this apartment, MELANIE RALSTON. Melanie, thirty-
three, is a tanned, blonde, California beach bunny. Like
the kind you se in the old Crown International movies
from the seventies like "Pom Pom Girls" "Malibu Beach"
and "Beach Girls," except Melanie is older than any of
those girls ever are. She's dressed in her Melanie-
uniform of stringy Levis cutoffs and a stringy bra top.
So far Melanie has been able to make a living out of
lying in the sun, always finding a generous, wealthy man
more than willing to pay her rent and pick up her tabs.
In her prime (twenty two) it was Japanese industrialists,
film production guys, and Middle Eastern businessmen who
kept Melanie. And it was places like the Bahamas,
Acapulco, and the Virgin Islands where they kept her.

But now, at thirty three, she lives in an apartment in
Hermosa Beach, California that Ordell pays for an drops
in and out of. She's curled up in a reclining chair,
smoking weed from a pipe, reading Movieline Magazine and
paying no attention to the video.

ORDELL
This TEC-9? They advertise it as
being the most popular gun in
American crime. Can you believe that
shit? It actually says that on the
little booklet that comes with it.
"Most Popular Gun in American Crime,"
like they're proud of that shit.

Ordell hits the fast-forward on his remote control.

Sidney is rushed off the screen and replace by CINDY, a
pretty, blonde bodybuilder clad in a red, white and blue
bikini, holding a Styer Aug.

ORDELL (CONT'D)
Check out this body-builder chick...
Now see what she got. That's a Styer
aug. Styer Aug's a bad motherfucker.
Listen.

Ordell punches up the volume.

Cindy BLASTS the Styer Aug, loud.

Ordell imitates the sound of the weapon.

ORDELL (CONT'D)
Shit's expensive, man. Comes from
Austria. My customers don't know shit
about it, so there ain't no demand.
(to Melanie)
Baby, I could use some more ice.

Melanie puts down the magazine, takes his cocktail glass
from him and moves to the kitchen.

ORDELL (CONT'D)
But put that bad boy in a flick,
every motherfucker out there want
one. I'm serious as a heart attack.
Them Hong Kong movies came out, every
nigga gotta have a forty-five. And
they don't want one, they want two,
cause nigga want to be "The Killer."
What they don't know, and that movie
don't tell you is a .45 has a serious
fuckin' jammin' problem. I always try
and steer a customer towards a 9-
millimeter. Damn near the same
weapon, don't have half the jammin'
problems. But some niggas out there,
you can't tell them anything. They
want a .45. The killer had a .45,
they want a .45.

Melanie comes back, hands Ordell his screwdriver, then
sits where she was.

ORDELL (CONT'D)
Thanks, Baby.

LOUIS
Who's your partner?

Ordell sits down on the couch. Melanie's reading
"Movieline Inside" magazine.

ORDELL
Mr. Walker. He runs a fishing boat in
Mexico. I deliver the merchandise to
him, gets it to my customers. On all
my bulk sales, anyway. Nigga didn't
have a pot to piss in or a window to
throw it out 'fore I set 'em up. Now,
motherfucker's rollin' in cash. He
got himself a yacht, with all kinds
of high tech navigational shit on it.
(back to video)
AK-47, the very best there is.

GLORIA, a tall, Amazonian, bikini-clad, black woman faces
camera and describes the AK-47.

ORDELL (CONT'D)
When you absolutely, positively,
gotta kill every motherfucker in the
room, accept no substitute. That
there is the Chinese one. I pay eight-
fifty and double my money.

The phone rings.

ORDELL(CONT'D)
Get that for me, will ya baby?

MELANIE
You know it's for you.

Ordell just stares at her.

ORDELL
Girl, you better not make me go over
there and put my feet to ya.

Louis keeps staring at he screen.

Melanie gets up, goes over to the counter that separates
the living room from the kitchen, picks up the phone,
says:

MELANIE
Hello.

Puts the phone down and says;

MELANIE (CONT'D)
It's for you.

Before Ordell knows it, Melanie is back in the reclining
chair, reclining back all the way.

Ordell, pissed, looks at her a moment before taking the
phone.

ORDELL
(into phone)
Yeah.
(pause)
Hey, Junebug, what's up

Louis sits on he couch, drinking his Jack Daniels,
watching the video.

Melanie lies back on the reclining chair, takes a hit off
her pipe, then says in a 'holding in smoke' voice;

MELANIE
(referring to the tape)
It's boring, isn't it?

LOUIS
I can sit through it once.

MELANIE
He thinks he's Joe Gunn now.

LOUIS
I'm impressed. He knows a lot.

MELANIE
He's just repeating shit he
overheard. He ain't any more a gun
expert than I am.

Holding up her pipe.

MELANIE
Want a hit?

LOUIS
Sure.

Louis takes a hit off the pipe.

MELANIE
When did you get out of jail?

LOUIS
Four days ago.

MELANIE
Where at?

LOUIS
Susanville.

MELANIE
How long?

LOUIS
Two months shy of four years.

MELANIE
Four years?

LOUIS
Uh-huh.

MELANIE
What for?

LOUIS
Bank robbery.

MELANIE
Really, I'm impressed.

Louis takes a drink of whiskey.

MELANIE
Four years that's a long fuckin time.

Louis nods his head in agreement.

Ordell hangs up the phone.

Ordell comes back, sitting down on the other side of
Louis.

ORDELL
See, what did I tell you? Man in New
York wants a 9 millimeter Smith and
Wesson Model 5946. Why does he want
it? It's the gun that nigga on "New
York Undercover" uses. Because of
that nigga, I can sell it to this
nigga for twelve-fifty.

LOUIS
What's your cost?

ORDELL
As low as two.

LOUIS
Are you serious?

ORDELL
That's what I been tellin' you. Start
adding these motherfuckin' figures
up, and you tell me this ain't a
business to be in.

The phone rings again.

Ordell looks at Melanie.

Melanie looks at Ordell.

They have a bit of a staring contest before she gets up
and gets the phone.

ORDELL (CONT'D)
I got me five M-60 machine guns.
These came straight from the Gulf
War. I sold me three of them so far,
twenty grand a piece.

LOUIS
That's good money.

ORDELL
Louis, this is it, man. I'm gonna
make me a million dollars out of
this. I already got me a half-a-
million sittin' in Mexico. When I do
this last delivery, I'm gonna make me
another half-million.

LOUIS
Then what?

ORDELL
I get out. Spend the rest of my life
spending.

Melanie sits back down in he chair.

ORDELL (CONT'D)
Who is it?

MELANIE
It's Beaumont.


KITCHEN

Ordell, drink in hand, picks up the receiver.

ORDELL
(into phone)
Beaumont Ordell. What's the problem?
(pause)
What the fuck you doin' in jail?
(pause)
What the fuck you doin' that for?
(pause)
Ain't you got better sense than to be
drivin' drunk carrying a goddam
pistol?

He listens to Beaumont on the other line - it's obvious
Beaumont's starting to freak out. Ordell changes his
tone.

ORDELL (CONT'D)
- Beaumont. Beaumont. Listen to me.
Number one, you need to chill out,
nigga. Bad as this shit is, this shit
ain't as bad as you think it is.
(pause)
Course you're scared. That's what
these motherfuckers get paid for
scarin' the shit outta ya. That's
their job. And my job is to get you
the fuck home so let me tell you what
is gonna happen... May I speak?...
Thank you... You gonna spend the
night in jail; it's too late to get
you out now. Tomorrow, they gonna
take you into court. I'm gonna be
there. Judge gonna set your bail. I'm
gonna pay your bail, they gonna cut
you loose. By tomorrow night, you'll
be back home, I promise.
(pause)
So just calm your ass down, and I'll
see you tomorrow.
(pause)
You owe me a helluva lot more than
one, nigga.
(laughs)
See you.

Ordell hangs up the phone.

CUT TO:


EXT. CHERRY BAIL BONDS - DAY

The store front window of Cherry Bail Bonds in Inglewood,
California. The name of the business is spelled out on
the window, which also includes a drawing of a fat red
cherry.

Ordell's BLACK MERCEDES CONVERTIBLE pulls up.

Ordell in the driver's seat. Louis in shotgun position.


INT. CHERRY BAIL BONDS - DAY

Inside Cherry Bail Bonds, looking out through the picture
window. We can read the name on the glass backwards.
Ordell and Louis appears in the window and enter the
building. Ordell carries a L.A. Lakers athletic bag.

An unidentified MALE VOICE, obviously on the telephone,
can be heard.

Ordell goes toward the voice and tells Louis to "hang
back."

MALE VOICE (O.S.)
... the judge doesn't give a fuck
about that. He's ready to habitualize
you. Is that what you want - you
wanna look at ten years?

The voice belong to MAX CHERRY, bail bondsman. Max, a
regular-Joe-type white guy in his fifties, sits behind
his desk talking on the phone. His eyes raise as he sees
Ordell approach him.

MAX (CONT'D)
(on phone)
Just overnight is all. Tomorrow I'll
get you out, I promise. But it means
I gotta pick you up tonight.

Ordell motion to the chair in front of Max's desk. Max
motions for Ordell to take a seat.

MAX (CONT'D)
(on phone)
Reggie, there ain't no two ways about
it. You're spending the night in
jail, but I already told you I'll get
you out tomorrow. Now where are you?
(pause)
You're at your mother's house, aren't
you?

Ordell lights up a cigarette. (Viceroy).

He notices a picture on the wall of Max with his arm
around a big, powerfully built black man. They're both
grinning.

Louis pours himself some coffee from a coffeemaker into a
small, white styrofoam cup. He picks up a jar of powdered
non-dairy creamer that's so dry he has to break off a
rock. Louis adds the rock of coffeemate to his beverage.

MAX (CONT'D)
(on phone)
Okay. Just stay put till I come for
you.
(pause)
Reggie, do yourself a really big
favor and be there when I get there.

He hangs up the phone.

Ordell sits in front of the desk, smiling at him and
smoking.

MAX (CONT'D)
How can I help you?

ORDELL
(indicating the Viceroy)
Where would you like me to put my
ash?

Max looks at him for a moment.

MAX
Use that coffee cup on the desk.

Ordell picks up the coffee cup, which still has a little
bit of coffee in it, and flicks his ash.

ORDELL
And I need me a bond for ten
thousand.

Max throws a look past Ordell to Louis.

ORDELL (CONT'D)
Oh, that's just my white friend,
Louis. He's got nothing to do with my
business. We just hangin together.
We're on our way to a cocktail
lounge.

From across the room, Louis nods his head in Max's
direction.

Max looks at him a moment, then back to Ordell.

ORDELL (CONT'D)
(returning to the photo)
Who's that big Mandingo nigga you
gotcha arm around?

Max looks at him a moment and says;

MAX
That's Winston. He works here.

ORDELL
He's a big one. You two tight?

MAX
Yeah.

ORDELL
It was our idea to take the picture,
wasn't it?

Max looks at Ordell, getting his drift, then says;

MAX
So, you want a ten-thousand dollar
bond. What've you got for collateral?

ORDELL
Gonna have to put up cash.

MAX
You have it with you?

Ordell picks up his Lakers bag and puts it in the empty
chair next to him.

ORDELL
It's in my bag.

MAX
You have cash. What do you need me
for?

ORDELL
C'mon, you know how they do. Black
man comes in with ten thousand, they
wanna fuck with 'em. First off, they
gonna wanna know where I got it.
Second, they gonna keep a big chunk
of it - start talkin' that court cost
shit. Fuck that shit, Jack. I'll go
through you.

MAX
Cost you a thousand for the bond.

ORDELL
I know that.

Louis just stands, feeling uncomfortable, in the other
room drinking coffee.

MAX
Who's it for? A relative?

ORDELL
Fella named Beaumont. They have him
up at county. It started out drunk
driving, but they wrote it up
"possession of a concealed weapon."
Dumb monkey-ass had a pistol on him.

MAX
Ten thousand sounds high.

ORDELL
They ran his name and got a hit. He's
been in before. Besides, Beaumont's
from Kentucky, and I think they're
prejudiced against black men from the
South out here.

MAX
He takes off and I gotta go to
Kentucky to bring him back, you pay
the expenses.

ORDELL
You think you could do that?

Max taking papers out of the drawer...

MAX
I've done it.

... picking up the pen...

MAX (CONT'D)
What's his full name?

ORDELL
Beaumont. That's the only name I
know.

Max looks at Ordell, but doesn't ask him the obvious
question.

Max picks up the phone.

MAX
(on phone)
Records office.

Max on hold, looks at Ordell.

Ordell smiles.

MAX (CONT'D)
(back on the line)
Hello, this is Max Cherry. Cherry
Bail Bonds. Who's this?
(pause)
Hi, Vicki. Look, Vicki, I need you to
look up the booking card and rough
arrest on a defendant named Beaumont.
(pause)
That's all I have. I believe it's a
surname but I'm not sure. Thanks.

Louis enters the area, standing over Ordell.

LOUIS
I'm going to wait in the car.

ORDELL
Sure.
(to Max)
We almost done, ain't we?

MAX
Getting there.

ORDELL
You go wait in the car. Wait a
minute.

Ordell pulls out a heavy-duty keychain with a shitload of
keys on it.

ORDELL
Take the keys, man. Listen to music.

LOUIS
Which one is for the car?

Ordell finds it. While he goes through the keys, Vicki
comes back on the line.

Max speaks with her as he fills out his papers.

ORDELL
(holding a key)
This one's for the ignition...
(holding a little black
box)
... but you gotta hit this thing to
shut the alarm off and unlock the
door.

LOUIS
What do I do?

ORDELL
You ain't got to do nothing. Just
point at it and push the button.
You'll hear the car go "bleep." That
means the alarm's off and the doors
are open.

LOUIS
Okay.

ORDELL
Now play the volume as loud as you
want but don't touch my levels. I got
them set just the way I want 'em.

Louis nods and goes out.


EXT. CHERRY BAIL BONDS - DAY

Louis walks out of the office. He goes up to Ordell's
black Mercedes. He points the little black box at it. The
car goes BLEEP.

He gingerly approaches it, opens the door and climbs
inside.


INT. MAX CHERRY'S OFFICE - DAY

Max hangs up the phone.

MAX
(to Ordell)
Beaumont Livingston.

ORDELL
Livingston, huh?

MAX
On his prior, he served nine months,
and he's working on four years'
probation.

ORDELL
You don't say.

MAX
Do you know what he's on probation
for?

ORDELL
Haven't a clue.

MAX
Possession of unregistered machine
guns.

ORDELL
Will they consider this a violation
of his probation?

MAX
They do consider this a violation of
his probation. Your boy's looking at
ten years, plus the concealed weapon.

ORDELL
Man, he won't like that. Beaumont
don't got a doin' time disposition.

MAX
I need your name and address.

ORDELL
Ordell Robbie. O-R-D-E-L-L. R-O-B-B-I-
E. 1436 Florence Boulevard. Compton
90222.

MAX
House or apartment?

ORDELL
House.

MAX
Now I need you to count your money.

Ordell hands him the Lakers bag. Max takes the money out
putting it on the desk.

ORDELL
Hope you don't mind me askin' where
you keepin' my money till I get it
back. In your drawer?

Max begins counting it.

MAX
Across the street a Great Western. It
goes in a trust account. You'll need
to fill out an Application for
Appearance Bond, an Indemnity
Agreement, a Contingent Promissory
Note. That's the one, if Beaumont
skips and I go after him, you pay the
expenses.

ORDELL
Beaumont ain't going nowhere.
(he takes a pen out of
his pocket)
Where do I sign?

Max pulls the forms from his desk, and lays them in front
of Ordell. Max goes back to counting the money. Ordell
reads the first agreement then says;

ORDELL (CONT'D)
(reading the form)
Hey, Max.

MAX
(still counting money)
Yes.

ORDELL
(still reading form)
I was wondering. What if before the
court date gets here, Beaumont gets
hit by a bus or something and dies.
(he puts the form down
and looks at Max)
I get my money back, don't I?

CUT TO:


A BLACK FINGER

Pressing a BLACK BUTTON next to the name, "BEAUMONT
LIVINGSTON".


INT. BEAUMONT'S APARTMENT - NIGHT

BEAUMONT LIVINGSTON, wearing no shirt, sweatpants, and
smoking a fatty answers the intercom, which buzzes
loudly. We can hear JAY LENO interviewing a CELEBRITY on
TV OFFSCREEN.

BEAUMONT
(into the speaker)
Who is it?


EXT. BEAUMONT'S APARTMENT - NIGHT

Ordell stands outside the security gate of Beaumont's
Hollywood apartment.

EXTREME CLOSEUP - Ordell's lips talking into the intercom
speaker.

ORDELL
It's your benefactor, nigga. Buzz me
up.

EXTREME CLOSEUP - Beaumont's finger pressing the entry
button.

EXTREME CLOSEUP - The doorknob on the security gate,
BUZZING. Ordell's hand comes into frame twisting it open.

Beaumont opens his apartment door, fatty between his
fingers. He sees Ordell approach.

Ordell greets him, arms spread out in hug mode, with a
big smile across his face.

ORDELL
Look at you and your free ass. Come
over and give me a motherfuckin' hug.

Ordell and Beaumont embrace.

BEAUMONT
What the fuck can I say? I'm serious,
man. What the fuck can I say? Thank
you... thank you... thank you.

ORDELL
Who was there for your ass?

BEAUMONT
You were there for me.

ORDELL
Who?

BEAUMONT
You.

Laughing his hustler's laugh and bumping Beaumont's fist
hard.

ORDELL
You goddam right!

Beaumont laughs.

ORDELL
You see, it works like this. You get
your ass in trouble, I get your ass
out. That's my job. And I don't mind
tellin ya, nigga, it's steady work.

BEAUMONT
I'm still scared as a motherfucker,
Ordell. They talkin' like they
serious 'bout me doin' that machine
gun time.

ORDELL
Naw, man. They just tryin' to put a
fright in your ass.

BEAUMONT
If that's what they want to do,
they're doin' it.

ORDELL
How old is that machine gun shit?

BEAUMONT
Three years.

ORDELL
Three years. That crime's old, man.
They ain't got room in prison for all
the motherfuckers out there killin'
people. How they gonna find room for
you?

BEAUMONT
That's not what they're tellin' me.

ORDELL
That's why they call it "fuckin' with
ya." Now you wanna hear how we
retaliate?

Beaumont takes a hit off the fatty and nods his head.

ORDELL (CONT'D)
Tomorrow I pick you up, take you to
Century City, meet my lawyer. Now let
me tell you a little bit about my
lawyer. His name is Stacin Goins and
this nigga is a junkyard dog! He's my
own private Johnie Cochran. In fact,
he'd kick Johnie Cochran's ass. And
like Johnie Cochran, dude hates
fuckin' cops. I'm serious, this man
lives to fuck with the police. So as
a favor, I had him look at your case.
Stacin told me you aint got shit to
worry about. They just fuckin' wit
ya. So we sic the junkyard dog on
their ass, make 'em -
(he bumps fist with Beaumont)
... Stop fuckin' wit ya!

Beaumont gesture inside his apartment.

BEAUMONT
Hey, c'mon in, man. I was just - you
know - smokin' a fatty, watchin' TV.

ORDELL
Naw, man. I gotta be someplace. I was
kinda hopin you could come with me.

BEAUMONT
What'd ya mean?

ORDELL
Look, I hate to be the kinda nigga,
does a nigga a favor - then BAM -
hits a nigga up for a favor in
return. But I'm afraid I gotta be
that kinda nigga.

BEAUMONT
What?

ORDELL
I need a favor.

BEAUMONT
That requires me goin out tonight?

ORDELL
A bit.

BEAUMONT
Aaaaawww man, I wasn't plannin' on
goin no place. It's twelve o'clock,
man. I'm home, I'm high -


ORDELL
Why the fuck you at home? Cause I
spent ten thousand dollars gittin'
your ass home.
(changes tone)
Look, I gotta problem. I need help,
and you can help me.

This has the desired effect.

TIME CUT:


WITH ORDELL WAITING OUTSIDE THE DOOR

Beaumont comes out of the apartment, sporting Nikes and a
Queen Latifah t-shirt. He locks his front door and walks
with Ordell to his car. They talk the whole way. We
STEDICAM in front of them the whole way.

BEAUMONT
What's the problem?

ORDELL
Well, it ain't so much a problem a a
situation. Remember I sold those
three M-60 machine guns outta the
five I got?

BEAUMONT
Uh-huh.

ORDELL
I'm gonna sell the other two tonight.
This group of Koreans in Koreatown
have started a Neighborhood Watch
kinda thing. And they want a few
weapons so the neighborhood niggas
know they mean business. So I'm gonna
sell 'em my two machine guns tonight.
Only problem, I aint never dealt with
these Koreans before. Now I aint
worried. Asians are by and large real
dependable. They don't want no
trouble. You might argue about price,
but you aint gotta worry about them
shootin' you in the back. But I got
me kind of a rule. Never do business
with nobody you ain't never done
business with before without backup.
That's why I need you, backup.

BEAUMONT
Man, I ain't ready to be goin' out
nowhere -

ORDELL
- Let me finish. Can I finish?

BEAUMONT
Go ahead.

CUT TO:


TRUNK

The trunk of a car is opened.

Ordell bends down into the trunk and pulls out a pump
action shotgun. Beaumont obviously doesn't want any part
of any Ordell game that requires a pump action shotgun as
a playing piece.

ORDELL
Now you're gonn be in the trunk
holding onto the shotgun. And I'm
going to tell them I'm opening up my
trunk to show 'em my goods. I open up
the trunk, you pop up, rack that bad
boy.

BEAUMONT
Fuck that shit, man. I ain't shootin'
anybody.

ORDELL
What the fuck I tell you. You don't
hafta shoot nobody. Just hold the
gun. They'll get the idea.

BEAUMONT
I ain't gittin' in that trunk.

ORDELL
We're only goin' to Koreatown. You'll
be in there - ten minutes.

BEAUMONT
Uh-uh. I ain't riding in that trunk
no minutes. Why don't I just ride
with you?

ORDELL
You can't ride with me. The surprise
effect is ninety percent of it.

BEAUMONT
Well, I'm sorry, man, but I ain't
gittin' in that trunk.

ORDELL
I can't believe you do me this way.

BEAUMONT
I ain't doin' you no way. I just
ain't climbin' in that trunk. I got a
problem with small places.

ORDELL
Well, my ass has got a problem
spending ten thousand dollars of my
own goddam money to get ungrateful,
peanut-head niggas outta jail, but I
do it -

BEAUMONT
Look, man, I know I owe you -

ORDELL
- Well, if you owe me, git your ass
in the trunk.

BEAUMONT
- I wanna help you, but I don't wanna
be locked in the trunk of no car.

ORDELL
You think I wanted to spend ten
thousand dollars on your ass?

Beaumont starts to speak -

ORDELL (CONT'D)
Answer the question, nigga. Do you
think I wanted to spend the thousand
dollars on your ass? Yes or no?

BEAUMONT
Course you didn't.

ORDELL
But the only way to help you was to
do that, so I did it. (pause) Okay,
how 'bout this? After we're through
fuckin' with these Koreans, I take
you to Roscoe's Chicken and Waffles.
My treat.

Beaumont smiles. So does Ordell.

ORDELL (CONT'D)
Just think, man. That Scoe's special,
smothered in gravy and onions. Get a
side of red beans and rice.
Uuuuummmmm, that's some good eatin'.

Beaumont and Ordell laugh together... the Beaumont says;

BEAUMONT
Now exactly how long I gotta be in
this motherfucker.

CUT TO:


TRUNK

Beaumont in the trunk, holding the shotgun. The trunk lid
is SLAMMED closed.


EXT.   INT. OLDSMOBILE - NIGHT

Ordell walks around the car, climbs into the plush
interior of the Olds and turns on the engine. It comes to
life with a SOFT RUMBLE. He puts a tape in the player
inside the dash.

The tape is labeled "ORDELL'S JAMS."

Cool, old-school R B fills the cab.

Ordell cruises, moving his head to the rhythm and
mouthing the words.

He drives for awhile, just groovin' on the music...

... then stops.

Ordell switches the engine and the music off. The cab
goes black.

He leans over the passenger seat, opening the glovebox. A
tiny light turns on when the glovebox is opened. It's the
only light in the cab. Ordell leaves it on.

In silence he takes one glove out and puts it on his
right hand. Then with his gloved hand, reaches in the
glovebox and pulls out a five-shot .38 snubby. He closes
the glovebox.

The cab goes black.


EXT. OLDSMOBILE - NIGHT

The Olds is parked out in the middle of some urban
nowhere.

Ordell gets out, sticks the snubby in his pants, and
walks to the back of the Olds. He sticks his key in the
trunk and says;

ORDELL
Don't worry. It's just me.

The trunk opens. Beaumont is hunched on his side with the
shotgun.

ORDELL (CONT'D)
I was wondering. Did any federal
people come visit you in jail and I
should be watching my ass?

Beaumont doesn't say anything.

ORDELL (CONT'D)
You wouldn't tell me if they did and
I wouldn't blame you.

Ordell takes the snubby out of his pants.

Beaumont quick-racks the pump shotgun, pulls the trigger,
and hears the click you hear from an empty weapon. He
racks it again, CLICK then BAM. Beaumont is shot hard in
the chest. He goes back into he trunk.

Ordell puts one more shot in his head, BAM, tosses the
weapon on top of the dead body and closes the trunk.

Ordell's Beaumont problem is solved. He climbs back into
the cab, turns on the engine. We hear the old-school R B
song come back on, but VERY LOW.

Ordell drives the Olds away.

CUT TO:


INT. MOTEL - NIGHT

Louis sits on a bed in a flophouse motel room, flipping
from one channel to another with a remote control,
drinking cocktails from a can.

The phone rings. He answers it.

LOUIS
Hello.


INT. OLDSMOBILE (PARKED) - NIGHT

Ordell is sitting parked in the comfy-cozy cab of the
Olds, listening to soul music with his tiny cellular
phone next to his ear.

ORDELL
Louis, my man. Watcha doin'?

LOUIS
Oh, I dunno. Watching TV.

ORDELL
Whatcha watchin'?

LOUIS
Nothin' really. Just kinda goin' back
and forth. They had some black girl
from some black show on Jay Leno. I
watched that for a bit, but I kept
flippin channels cause I didn't know
who she was.

ORDELL
Guess where I am?

LOUIS
I dunno.

ORDELL
I know you don't know. I said guess.

LOUIS
The moon - I dunno

ORDELL
I'm talkin' to you from the comfy-
cozy interior of an Oldsmobile parked
outside your nasty-ass welfare motel.

LOUIS
You're outside?

ORDELL
Uh-huh.

LOUIS
C'mon in.

ORDELL
Naw, man. I just told you, I'm
comfortable. I ain't about to walk
into that roach motel and get
uncomfortable. You bring your ass out
here.

LOUIS
I'm in my underwear.

ORDELL
Then put your goddam drawers on, and
get your ass out here. I got
somethin' to show you.


EXT. MOTEL - NIGHT

Louis, having just thrown on some pants, walks outside
his room and sees Ordell's big, black Oldsmobile parked
in front of the motel.

As he approaches, the power window on the driver's side
comes down, revealing a comfortable Ordell sitting back
in his seat looking up at Louis.

ORDELL
You know what your problem is, Louis?

Louis doesn't say anything, he just puts his hands in his
pockets.

ORDELL (CONT'D)
You think you're a good guy. When you
go into a deal you don't go in
prepared to take that motherfucker
all the way. You go in looking for a
way out. And it ain't cause you're
scared neither. It's cause you think
you're a good guy, and you think
there's certain things a good guy
won't do. That's where we're
different, me and you. Cause me, once
I decide I want something, aint a
goddam motherfuckin' thing gonna stop
me from gittin' it. I gotta use a gun
get what I want, I'm gonna use a gun.
Nigga gets in my way, nigga gonna get
removed. Understand what I'm saying?


CLOSEUP: KEY GOING INTO TRUNK

Trunk opens showing Beaumont shot in the chest with half
his head blown off.

Louis looks inside, see Beaumont, looks at Ordell, then
back to Beaumont.

Ordell closes the trunk.

LOUIS
Who was that?

ORDELL
That was Beaumont.

LOUIS
Who was Beaumont?

ORDELL
An employee I had to let go.

LOUIS
What did he do?

ORDELL
He put himself in a situation where
he was gonna have to do ten years in
the penetentiary, that's what he did.
(taking out a Viceroy and
lighting it up)
And if you know Beaumont, you know
there aint no way in hell he can do
no ten years. And if you know that,
you know Beaumont's gonna go any
goddam thing Beaumont can to keep
from doin' those ten years including
telling the Federal government
everything they want to know about my
ass. Now that, my friend, is a clear
case of him or me. And you best
believe it aint gonna be me. You know
what I'm sayin'? You gonna come in on
this with me, you gotta be prepared
to go all the way. I got me so far
over a half-a-million dollars sittin'
in lockboxes in a bank in Cabo San
Lucas. Me and Mr. Walker make us one
more delivery, I'm gonna have me over
a million. You think I'm gonna let
this little cheese eatin' nigga here
fuck that up? Shit, you better think
again. 'Fore I let this deal get
fucked up, I'll shoot that nigga in
the head, and ten niggas look just
like em.
(pause)
Understand what I'm sayin'?

LOUIS
Yeah.

ORDELL
So we on the same page then?

LOUIS
I follow.

Ordell smiles (not his hustler smile, but a genuine
smile).

Louis grins.

They both bump fists.

FADE TO BLACK:


TITLE CARD:

"JACKIE BROWN"

The sound of airplanes landing and taking off can be
heard underneath this...


INT. LOS ANGELES INTERNATIONAL AIRPORT - DAY

A SUBTITLE reads:

"LOS ANGELES INTERNATIONAL AIRPORT PARKING GARAGE"

We look down a row of cars in an enclosed parking garage
at LAX. Jackie Brown, the Cabo Air stewardess from the
opening credits, walks into frame. We dolly behind her as
she walks down the row of cars.

VOICE (O.S.)
Miss Brown.

She turns towards the voice camera.

Young plainclothes cop, MARK DARGUS, walks up to her,
holding open his I.D. case.

DARGUS
Hi, I'm Detective Mark Dargus.
L.A.P.D. can I ask what you have in
that bag?

JACKIE
The usual things. I'm a flight
attendant with Cabo Air.

Young plainclothes cop RAY NICOLET, enters the scene.

NICOLET
Can I be of some assistance?

As Jackie pulls the cigarettes (Davidoffs) from her
purse, she says to Ray;

JACKIE
I doubt it.
(to Dargus)
Who's your friend?

DARGUS
This is Special Agent Ray Nicolet
with Alcohol, Tobacco, and Firearms.
Would you mind if we looked in that
bag?

Jackie lights her cigarette with a yellow Bic lighter.

JACKIE
Would I mind? Do I have a choice?

DARGUS
You have the right to say "no." And I
have the right to make you wait here
with Ray while I go get a warrant.
And if I don't want to go through all
that trouble, I could just take you
in on suspicion.

JACKIE
Suspicion of what?

NICOLET
All he wants to do is peek in your
bag. I'll watch he doesn't take
anything.

Jackie shrugs and says;

JACKIE
Go ahead.

Dargus lays the flight bag on the pavement, gets down on
his haunches, and starts feeling through her things.


CLOSEUP FLIGHT BAG

A soiled blouse, uniform skirt, - then a manila envelope,
a fat one, nine-by-twelve.

Jackie watches him straighten the clasp...


ENVELOPE

Opens it. Out drops several packets of one hundred dollar
bills secured with rubberbands.

Nicolet whistles.

Dargus looks up at her.

DARGUS
I'd say there's about, oh, fifty
thousand dollars here. What would you
say Ray?

NICOLET
That looks like fifty thousand
dollars from here.


JACKIE

Not saying anything at the moment.

DARGUS
This is your money?

JACKIE
If I were to tell you "no it
isn't..."

Dargus smiles.

DARGUS
You should know if you bring in
anything over ten thousand you have
to declare it. You forgot or what?
You could get a two hundred and fifty
thousand dollar fine, plus two years
in prison. Now you want to talk to us
about it, or you want to talk to
Customs?

JACKIE
I'm not saying another word.

NICOLET
Listen, Jackie, Hope you don't mind
if I call you Jackie. They're a bunch
of fuckin' pricks in Customs.
Something about that job makes them
kinda hard to get along with. Now, do
you want to talk with a bunch of
suspicious, disagreeable people like
them, or a couple good-hearted guys
like Mark and myself.

Nicolet smiles.


CLOSEUP JACKIE

Doesn't smile back.

DISSOLVE TO:


CLOSEUP JACKIE

Sitting in a chair facing the two offscreen detectives.
Jackie lights up a cigarette. We don't leave the CLOSEUP
until noted.


INT. DARGUS OFFICE - DAY

DARGUS (O.S.)
Hey, this is my office. There's no
smoking.

JACKIE
Arrest me.

Nicolet laughs O.S.

DARGUS (O.S.)
We could, smart ass... or we could
work out what's known as a
Substantial Assistance Agreement.
That is if you're willing to
cooperate. Tell us who gave you the
money and who you're giving it to.

Jackie doesn't sat anything... she just smokes.

NICOLET (O.S.)
You got a good lawyer?

DARGUS (O.S.)
Can she afford a good one is the
question. Otherwise she'll be in
Sybill Brand three weeks easy before
the Public Defender gets around to
her.

NICOLET (O.S.)
Ever heard of a fella named Beaumont
Livingston?

Not a word.

NICOLET (O.S.) (CONT'D)
Don't know Beaumont? That's funny
'cause Beaumont knows you. Well he
did know you, Beaumont was found in
the trunk of a car - dead. Shot
twice. Once in the head and once in
the chest.

Jackie, she puts the "ool" in "cool."

NICOLET (O.S.) (CONT'D)
I had the chance to talk to Beaumont
yesterday. You see, like you,
Beaumont found himself in some hot
water. He was looking at ten years he
was pretty sure he didn't want to do
and was understandably concerned. Now
maybe you don't know Beaumont, but
Beaumont knew you, and maybe so does
the guy who blew Beaumont's head off.

Not a word.

DARGUS (O.S.)
If you don't want to talk to us, I
guess we'll just have to hand you
over to Customs.

Jackie puts out her cigarette.

JACKIE
Okay, let's go.

She stares down the cops.


DARGUS AND NICOLET

We cut to the detective and the special agent for the
first time in the scene.

DARGUS
You know, Miss Brown, there's
basically three types of people that
we come along in the performance of
our duty. One is, INNOCENT PEOPLE.
Victims, witnesses, innocent
bystanders... You ain't any of these.
Then there's two; CRIMINALS. These
sonabitches have dedicated their
lives to a life outside the law. That
ain't you either. Where you belong is
the third category. The category we
refer to as LOSERS.

Jackie's eyes don't even narrow at the insult. She just
says without expression;

JACKIE
I'm not a loser.

DARGUS
Oh, you're both? In 1985 you were
flying for TWA and got busted for
carrying drugs. You were carrying
them for a pilot husband of yours. He
did time and you got off. But that
ended your career with the big
airlines. Cut to thirteen years
later. You're forty-four years of
age. You're flying for the shittiest
little shuttle-fucking piece of shit
Mexican airline that there is. Where
you make a whopping twelve-thousand
dollars a year. That ain't a hulluva
lot to show for a twenty year career.
And to top it off, you're going to
jail. Now true, the judge, even with
your prior, will probably only give
you a year or two. But this doesn't
seem like the time of life you got
years to throw away.
(pause)
Now, we don't like trying losers like
they're criminals. But in the absence
of a criminal, we will try you. Now,
wasn't this money given to you by an
American living in Mexico by the name
of Cedric Walker?

Jackie remains unmoved by this monologue.

Nicolet joins back in.

NICOLET
You know, ol' Beaumont wasn't much
for talkin', either. Yeah, he told us
about you and Mr. Walker, but whoever
the hell it was he worked for out
here, he wouldn't say. Could it be
the same person you were supposed to
deliver this money to?

Jackie just stares at them, saying nothing.

Dargus sits behind his desk, with Jackie's flight bag on
it.

DARGUS
I'd like your permission to open this
again. So we'll know exactly how much
money we're talkin' about here.

Jackie gets up from her chair, walks over to the desk,
unzips the bag, takes out the manila envelope and drops
it on the desk.

JACKIE
Help yourself.

DARGUS
While you're at it, let me see what
else is in there. You mind?

She reaches in the bag and brings out a pocketbook.

JACKIE
My pocketbook.

DARGUS
What's in it?

JACKIE
Beauty products.

Nicolet takes the manila envelope.

NICOLET
I'll count the money.

Dargus points at a clear plastic bag with pills and
packets in it.

DARGUS
What's this?

JACKIE
That's my diet shit.

Nicolet takes out the bills from the envelope.

DARGUS
Let's see what else is in there.

Nicolet takes the bills and looks inside the envelope.
His expression changes to a shit-eating grin.

NICOLET
Oh, Miss Brown?

JACKIE
Yeah?

Nicolet pulls out a clear cellophane sandwich bag with a
half-inch or so of white powder inside.

NICOLET
And what would this be, Sweet and
Low?

JACKIE
What the fuck is that shit?

NICOLET
I know what it looks like.

JACKIE
You planted that shit on me.

Nicolet and Dargus laugh at that.

JACKIE
Look, that shit ain't mine.

NICOLET
(to Dargus)
It isn't enough for Trafficking, but
how 'bout Posession with the Intent
to Distribute?

DARGUS
Oh, I wouldn't be so sure. What with
all the cash, I think I could go with
Conspiracy to Traffic.

JACKIE
I'm tellin' you, I don't know nothin'
about that fuckin' shit.

NICOLET
Well then, Miss Brown. Why don't you
have a seat and tell us who might
know something about this fuckin'
shit.

Jackie just looks at the two grinning Cheshire cats as
the balance of power rolls over on her.

CUT TO:


EXT. TORRANCE MUNICIPAL COURTHOUSE - DAY

A Los Angeles County Jail bus pulls up behind the
Torrance Court House.


INT. COUNTY JAIL BUS - DAY

Jackie, now wearing County Jail blues, sits next to
another BLACK WOMAN. Their hands cuffed together.

The bus stops. A rough-looking FEMALE COUNTY SHERIFF
unlocks the gate that encloses the prisoners. Then
explains in a you-better-do-exactly-what-I-say manner,
how they're going to leave the bus.


EXT. COUNTY JAIL BUS - DAY

MANY WOMEN, including Jackie, all wearing county blues
and handcuffed to each other, exit the bus.

The SHERIFFS lead them into the back entrance to the
court house.


INT. HALLWAY COURTHOUSE - DAY

Dargus and Nicolet confer with the PUBLIC DEFENDER, an
attractive blonde woman in a nice business suit.

DARGUS
If she'll cooperate with us, we'll
turn possession with intent into
plain ol' Possession, and she can
bond outta here for one thousand
bucks. If she doesn't help us, we'll
go for the Intent and request a
twenty-five-thousand dollar bond.


INT. COURTROOM - DAY

Jackie and the Public Defender. Jackie, in her county
blues; Public Defender in her nice suit.

JACKIE
You tell those guys they'll have to
do one helluva lot better than that
before I'll even say 'hi' to them.

PUBLIC DEFENDER
Well, that's the State's offer. If
you plead to possession and tell
L.A.P.D. what they want to know, your
bond will be set at one-thousand
dollars. If you don't, L.A.P.D. will
request one at twenty- five thousand
based on your prior record and risk
of flight. If you don't post it or
don't know anyone who can, you'll
spend six to eight weeks in County
before your arraignment comes up.

JACKIE
Who's side are you on?

PUBLIC DEFENDER
I beg your pardon?

JACKIE
What if I plead guilty?

PUBLIC DEFENDER
And cooperate? You might get
probation.

JACKIE
If I don't cooperate?

PUBLIC DEFENDER
With the prior? You could get
anywhere from a year to five
depending on the judge. You want to
think about it? You got two minutes
before we're up.


COURT IN SESSION

It's a full schedule in court today. Jackie sits with a
bunch of other females wearing county blues in the
defendant's area (where the jury sits during a jury
trial)

Dargus and Nicolet sit in the courtroom.

The JUDGE reads the next case.

JUDGE
Brown. Case number 700324.

Jackie rises amongst the other defendants.

The P.D. rises.

Dargus, the arresting officer, rises.

JUDGE
The charge is possession of Narcotics
with the Intent to Distribute. How
does your client plead?

PUBLIC DEFENDER
She wishes to stand mute, your honor.

JUDGE
Very well...
(to Dargus)
... Detective Dargus - You're the
arresting officer in his case,
correct?

DARGUS
That's correct, your honor.

JUDGE
You have a recommendation for bail?

DARGUS
Yes, I do, your honor. Based on the
defendant's prior conviction and the
extreme possibility of flight due to
her occupation, the State requests a
bond of no less than twenty-five
thousand.

The Judge looks at the report, then at Jackie...

JUDGE
I'll set bond at ten thousand and set
the date of August 14th for the
arraignment.

JACKIE
When is that, your honor?

JUDGE
That's six weeks from now, Miss
Brown. We'll continue this matter
then. Owens, case 72242.

Jackie sits down.

Dargus sits down next to Nicolet. They smile and giggle
together.

Jackie sees them giggle like fifth graders. It fucking
pisses her off.


DIFFERENT PERSPECTIVE

We go from a CLOSEUP of a boiling Jackie, to a
perspective from the back of the courtroom.

We see Jackie in the defendant's area.

We see the two happy detectives walk past us on their way
out of the courtroom.


ORDELL

Sits in the back, watching the proceedings without any
expression. When he's seen enough, he stands up and out
of the shot leaving an EMPTY FRAME.

FADE TO BLACK


TITLE CARD

"MAX CHERRY"

FADE UP ON:


INT. MAX CHERRY'S OFFICE - DAY

The bathroom door in Max's office. We hear a toilet flush
behind it. The door opens, and Max Cherry emerges,
zipping up his pants with a TV guide in his hand.

He looks up and stops dead.

Ordell sitting oh-so comfortably in the chair in front of
Max's desk.

ORDELL
Unh... unh... unh... I din't hear you
wash your hands.

Max looks at Ordell, then takes his place behind his
desk.

MAX
Comfortable?

ORDELL
The door was opened, so I just came
right in.

MAX
I can see that. Why?

ORDELL
I got some more business for ya.

MAX
Oh, yeah? What did he do?

ORDELL (O.S.)
She is an airline stewardess. Got
caught coming back from Mexico with
some blow. They set her bond this
afternoon at ten thousand. Now, what
I was thinkin', you could use the ten
thousand you owe me from Beaumont and
move it over on to the stewardess.

MAX
The bond for possession is only a
thousand.

ORDELL
They fuckin' wit' her. They callin'
it Possession with Intent. A black
woman in her forties gets busted with
less than two ounces on her, they
call that shit Intent. Same shit
happened to a movie star. It's
Possession.

MAX
It still sounds high.

ORDELL
She had, I believe it was... fifty
grand on her, too. There was a cop at
the hearing. Young guy with L.A.P.D.
wanted her bond set at twenty-five
thousand, saying there was a risk of
flight. Jackie being a stewardess and
all.

MAX
Before we start talking about
stewardess, let's get Beaumont out of
the way first.

Sitting back in the chair - almost grinning - but not
quite.

ORDELL
Somebody already did.

MAX
What?

ORDELL
You didn't hear?

MAX
Hear what?

ORDELL
Somebody with a grudge blew
Beaumont's brains out - hey, that
rhymes - blew Beaumont's brains out.

MAX
Did the police contact you?

ORDELL
Very first motherfuckin' thing they
did. They see I put up a big money
bond on my boy, they start thinking
with that where-there's-smoke-there's
fire logic. They roust my ass outta
bed, ten o'clock in the morning.
Fuckin' scare my woman, Sherona, half
to death. She thought they were gonna
take my ass away for sure.

MAX
The stewardess. Do you know her last
name?

ORDELL
(smiles)
Brown, Jackie Brown.

MAX
What does she do for you?

ORDELL
Who says she does anything for me?
She's my friend. When my friends get
into trouble, I like to help 'em out.

MAX
Beaumont worked for you.

ORDELL
That's what the police thought. I
told them I'm unemployed, how could I
have anybody work for me? Now I bail
out Jackie, I'm liable to have the
police on me again, huh? Wanting to
know was she doing things for me, was
she bringing me that money!

MAX
Was she?

ORDELL
Is this, me and you, like a lawyer-
client relationship? The lawyer can't
tell nothing he hears?

MAX
You're not my client until you get
busted and I bond you out.

ORDELL
If there's no - what do you call it -
confidentiality between us? Why would
I tell you anything?

MAX
Cause you want me to know what a
slick guy you are. You got
stewardesses bringing you fifty
grand.

ORDELL
Why would a stewardess bring me fifty
grand?

MAX
You want me to speculate on what you
do. I'd say you're in the drug
business, except the money's moving
in the wrong direction. Whatever
you're into, you seem to be getting
away with it, so more power to you.
Okay you want another bond, and you
want to move over the ten thousand
you put down on Beaumont to the
stewardess. That means paperwork. I
have to get a death certificate,
present it to the court, fill out a
receipt for return of bond
collateral, then type up another
application. An indemnity agreement -

ORDELL
- Jackie aint got time for all that
shit -

MAX
- I'm telling you what I have to do.
What you have to do, in case you
forgot, is come up with premium of a
thousand bucks.

ORDELL
I got it. I just don't got it on me.

MAX
Well, come back when you do, and I'll
bond out the stewardess.

ORDELL
Man, you know I'm good for it.
Thousand bucks ain't shit.

MAX
If I don't see it in front of me,
you're right. It ain't shit.

ORDELL
Man, you need to look at this with a
little compassion. Jackie ain't no
criminal. She ain't used to this
kinda treatment. I mean, gangsters
don't give a fuck - but for the
average citizen, coupla nights in
County fuck with your mind.

MAX
Ordell, this isn't a bar, an you
don't have a tab.

ORDELL
Just listen for a second. We got a
forty-year-old, gainfully employed
black woman, falsely accused -

MAX
Falsely accused? She didn't come back
from Mexico with cocaine on her?

ORDELL
Falsely accused of Intent. If she had
that shit - and mind you, I said "if"
- it was just her shit to get high
with.

MAX
Is white guilt supposed to make me
forget I'm running a business?

Ordell gives up and takes an envelope out of his pocket.

ORDELL
Okay, man. I got your money. But
don't you ever ask me for no fuckin'
favor.


INT. MAX'S CADILLAC (MOVING) - NIGHT

It's early evening; and Max's powder-blue Seville is
driving to the County Jail with a client, a young
Hispanic woman of twenty named ANITA.

MAX
Tomorrow I'll talk to your probation
officer. Karen's a good kid, but
she's mad at you, because you lied to
her. This business about your
grandmother's funeral

ANITA
I went. I did. I took my mother and
little brother.

MAX
But you didn't ask permission. You
broke a trust. If you had asked,
Karen probably would have let you.
I'm sure she would.

ANITA
I know. That's why I went.

MAX
But then you told her you were home.

ANITA
Sure, 'cause I didn't ask her if I
could go.

Max gives up.

MAX
I don't know. Maybe it's a language
problem.
(getting stern)
Anita, you ever cause this much
heartache over something that could
easily be avoided, I'll never write
you again. You understand?

ANITA
I understand.

MAX
I mean it. I don't care how many
times your mother calls or how much
she cries.

Like an exasperated teenager.

ANITA
I understand.

MAX
Then say "Yes, Max. I understand."

ANITA
Yes, Max, I understand.


INT. L.A. COUNTY JAIL - NIGHT

POV THROUGH A WIRE MESH CAGE

Max and Anita, side by side. Anita's hands are cuffed
behind her back.

MAX
Dropping off and picking up. Dropping
of Lopez, Anita. Picking up Brown,
Jackie.

We're at the admitting desk of the L.A. County Jail. Max
undoes Anita's handcuffs, while a SHERIFF waits to take
her away.

ANITA
So you're gonna call Karen tomorrow?

MAX
I'll call her.

ANITA
Won't forget?

MAX
I won't forget.

She kisses Max on the cheek and the Sheriff takes her
away.

ANITA
Thanks, Max. See you later.

Max puts the cuffs away, sits on a bench, takes out a Len
Deighton paperback and begins to read.

FADE TO BLACK

FADE UP:


MAX

Still reading his novel. We hear offscreen, a SHERIFF'S
voice.

SHERIFF (O.S.)
Max! Here she comes.

Max puts his book down and see -

Jackie being led into the Admitting Area by TWO SHERIFFS.
She's wearing her stewardess uniform and carrying a small
envelope with her belongings in it and her shoes. When
Max was imagining a woman in her forties, he had someone
with a bit of wear and tear on them in mind. But this
Jackie Brown's a knockout.

As he watches her, she steps out of the County Jail
slippers she was wearing and slips into her shoes.

He approaches, handing her his card.

MAX
Miss Brown... I'm Max Cherry. I'm
your bail bondsman.

She takes the card and shakes his hand saying nothing.

MAX (CONT'D)
I can give you a lift home if you'd
like?

JACKIE
Okay.


INT. MAX'S CADILLAC - NIGHT

Max puts his key in the ignition, when Jackie asks;

JACKIE
Are you really a bail bondsman?

MAX
Who do you think I am?

She doesn't answer.

MAX (CONT'D)
I gave you my card there.

JACKIE
Can I see your I.D.?

MAX
You're serious?

She waits.

Max digs the case out of his pocket, hands it to her,
then reaches up and turns on the light above them for her
to see.


MAX'S ID: SURETY AGENT LICENSED BY THE STATE OF
CALIFORNIA

JACKIE
Who put up my bond? Ordell?

MAX
In cash.

She looks straight ahead.

Max shifts into drive.

Max rolls down his window at the front gate. A DEPUTY
comes out of the gatehouse and hands through the window
Max's .38 revolver, cylinder opened. Max hands the Deputy
his pass in exchange for the gun, says "thanks", then
puts the .38 in his glovebox in front of Jackie. He
drives on.


MAX AND JACKIE (MOVING)

JACKIE
Can we stop for cigarettes?

MAX
Sure, ever been to the Riverbottom?

JACKIE
I don't think so.

MAX
It's okay. It's a cop hangout.

JACKIE
Couldn't we just stop at a seven-
eleven?

MAX
I thought you might want a drink?

JACKIE
I'd love one, but not there.

MAX
We could stop at the Hilton by the
airport.

JACKIE
Is it dark?

MAX
It's kind of a sports bar

JACKIE
That doesn't sound dark.

MAX
Why does it need to be dark?

JACKIE
'Cause I look like I just got outta
jail, that's why. You droppin' me off
at home, right? There's a place by
me.

MAX
Great.

CUT TO:


EXT. THE COCKATOO INN - NIGHT

A big neon sign of a cockatoo sits on op of a red brick
inn.


INT. THE COCKATOO INN - NIGHT

CLOSEUP - A KNOB is pulled out.

Jackie picks up a pack of Mild Seven's cigarettes from
the bottom of a cigarette machine. She crosses the bar to
join Max, sitting at a small table waiting for her to
return.

The Cockatoo Inn is just what Jackie was looking for. A
dark and red cocktail lounge in Hawthorne off of
Hawthorne Boulevard by the apartment where the stewardess
lives (about ten minutes from LAX)

The clientele of the Cockatoo is an older, black crowd
and an even older white crowd who'd been coming here
years before it became a black bar.

A JUKEBOX plays soft, old-school R B.

Jackie and Max sit side by side at a small table, lit by
a bar candle in a red glass thing.

Max drinks Bushmills over crushed ice. Jackie drinks
white wine. Jackie opens her Mild Sevens, offering one to
Max.

MAX
No thanks, I quit three years ago.

As she lights her cigarette.

JACKIE
You gain weight?

MAX
Ten pounds. I lose it and put it back
on.

JACKIE
That's why I don't quit. If I can't
fly anymore, I'm gonna have a bitch
of a time gettin' my brand.

MAX
What's your brand?

JACKIE
Davidoffs. I get 'em in Mexico.
They're hard to find here. I was
locked up with the last two getting
legal advice from a woman who was in
for bustin' her boyfriend's head open
with a baseball bat.

MAX
Was she helpful?

JACKIE
She was more helpful than the fuckin'
Public Defender.
(she takes a sip of wine)
I don't know - I guess what I need is
a lawyer, find out what my options
are.

MAX
You know, I figured out the other day
I've written something like' fifteen
thousand bonds since I've been in the
business. I'd say about eighty
percent of them were at least drug
related. If you want, I can help you
look at your options.

Jackie takes the talk in a different direction.

JACKIE
You're not tired of it?

MAX
(smiles)
I am, as a matter of fact.

A moment of silence between them, they both take drinks.

MAX (CONT'D)
What have they told you?

JACKIE
So far I've been told I can cooperate
and get probation, maybe. Or, I can
stand mute and get as much as five
years. Does that sound right?

MAX
I'd say if you're tried and found
guilty you won't get more than a year
and a day. That's State time. Prison.

JACKIE
(under her breath)
Shit.

MAX
But they won't want to take you to
trial. They'll offer you simple
Possession, a few months of County
time, and a year or two probation.
(pointing to her drink)
How 'bout another?

JACKIE
Sure.

Max gestures to an older black cocktail waitress named
ROWEN for two more.

MAX
You know who put the dope in your
bag?

JACKIE
Yeah, but that's not what this was
about. They were fuckin waitin' for
my ass. They knew I had that money,
they even knew the amount. The one
who searched my bag, from L.A.P.D.,
Dargus, hardly even looked at it.
"Oh, I'd say there's fifty thousand
here. What would you say?" But all
they could do was threaten me and
hand me over to Customs, and I could
tell they didn't want to do that.

MAX
They wanted you to tell them what you
know.

JACKIE
I had 'em too. I burnt those two
Starky and Hutch motherfuckers down.
Then their asses lucked out and found
that coke.

MAX
What did they want to know?

JACKIE
Who gave me the money and who I was
giving it to. And some guy they found
in a trunk with his head blown off.
Said it was him who told them 'bout
me.

The Waitress comes with the drinks.

ROWEN
Can I get you two some popcorn?

MAX
No, thanks.

Rowen exits.

MAX (CONT'D)
That would be Beaumont Livingston.

JACKIE
That's him. How do you know 'em?

MAX
I wrote him on Monday. They found him
dead on Tuesday.

JACKIE
Ordell pick up his bond?

MAX
Same as you. Ten thousand.

JACKIE
The federal agent kinda half hinted
Ordell might of done Beaumont.

MAX
You mentioned a guy from L.A.P.D.,
but you didn't mention the Federal.

JACKIE
I didn't?

MAX
No, you didn't. What branch?

JACKIE
Ray Nicolet with Alcohol, Tobacco,
and Firearms.

Max puts it together.

MAX
He's the one who wants you.

JACKIE
It was the other guy who busted me.

MAX
'Cause if he busted you, you'd play
hell bonding out of federal court. He
doesn't want you mad at him, he wants
you to tell him what you know. He
uses you to get a line on Ordell,
make a case, then take him federal.
You know what Ordell's into?

JACKIE
I have a pretty good idea. Ordell
aint no bootlegger and I doubt he's
smugglin' Cuban cigars. So that only
leaves one thing an A.T.F. man would
be interested in.

Jackie waits a moment before answering, weighs things in
her mind and makes a decision.

JACKIE
I used to bring over ten thousand at
a time. That's the legal limit, so I
never brought more than that.

MAX
How many trips did you make?

JACKIE
With ten thousand? Nine.

MAX
He's got that kinda money?

JACKIE
It's all in lock boxes in a Mexico
bank. But he's got a problem. He's -
what do you call it when you got
money, but don't have cash?

MAX
Cash poor?

JACKIE
That's it. He's cash poor. He kept on
me till I finally said okay. I'll
bring whatever fits in a nine-by-
twelve envelope. I got paid five
hundred dollars, and his friend, Mr.
Walker, in Mexico gave me the
envelope.

MAX
If you knew bringing anything over
ten thousand was against the law, why
not pack a hundred grand?

Jackie gets exasperated.

JACKIE
Whatever it was had to fit in my bag
and not hit you in the face if the
bag was opened. This ain't solvin' my
problem. I gotta figure out a way to
either keep my job or get out of
trouble. I'm of today, but if I can't
leave the country I'm out of a job.
And if I don't got a job, I can't
hire a lawyer.

MAX
Ask A.T.F. They might give you
permission.

JACKIE
Yeah, if I cooperate.

MAX
Well, Jackie, you got caught, you're
gonna have to give 'em something.

JACKIE
But if all I can give 'em is Ordell's
name - I don't really know shit about
what he does or how he does it - That
don't give me much to bargain with.

MAX
Give 'em what you got. Offer to help.
Show a willingness to be helpful. You
want to stay out of jail, don't you?

Max looks at Jackie thinking about something.

MAX (CONT'D)
What'dya think?


CLOSEUP JACKIE

JACKIE
I think maybe I have more options
than I thought.

DISSOLVE TO:


CLOSEUP: ORDELL

Sitting in his black Mercedes, parked across the street
from Jackie's apartment building in Hawthorne. Johnny
Cash is playing inside his car.


EXT. JACKIE'S APARTMENT COMPLEX - NIGHT

ORDELL'S POV

Through the windshield, he sees Max's powder-blue
Cadillac Seville pull up to Jackie's apartment. She gets
out, ten bends down and talks to him through the window
of the passenger side door. Then makes a goobye gesture
and turns, walking into her apartment complex. Max drives
off.


ORDELL

While Johnny Cash continues crooning, Ordell puts on his
gloves. Then opens up his glovebox, taking out a little
Targa .22 pistol. He steps out of the car, slipping the
pistol into his coat pocket. We STEDICAM in front of him
as he walks across the street to Jackie's apartment. Once
inside the complex, Ordell passes us and WE FOLLOW BEHIND
HIM, up to Jackie's ground-floor apartment door.

He gives it a soft knock with one knuckle. He waits a
moment, then Jackie opens the door.

ORDELL
How you doing, Ms. Jackie?

JACKIE
I was expecting you. Come in.

Jackie holds the door open for him.


INT. JACKIE'S APARTMENT - NIGHT

Ordell steps inside. He moves over by a halogen lamp in
the living room.

ORDELL
You got some booze?

Jackie still standing by the door. She doesn't look
frightened.

JACKIE
I got some vodka in the freezer.

ORDELL
Got some o.j.?

JACKIE
Yeah.

Ordell turns the halogen lamp to dim.

ORDELL
Well, then, why don't you be a good
hostess and make me a screwdriver?

JACKIE
Sure.

Jackie moves into the kitchen area. Ordell follows her,
hanging in the doorway, while she makes the drink. Jackie
doesn't turn on the light.

ORDELL
You gonna thank me?

Taking a glass from the cupboard.

JACKIE
For what?

ORDELL
Who you think got your ass outta
jail?

Opening the freezer and filling a glass with ice cubes
and taking out vodka.

JACKIE
The same guy who put me in, thanks a
lot.

ORDELL
Hey, you get caught with blow, that's
our business.

Opens refrigerator, light cuts into the kitchen. She
takes out orange juice, then closes the door.

JACKIE
It wasn't mine.

Ordell has to stop and think.

Jackie makes screwdriver.

ORDELL
Oh, shit. I bet it was that present
Mr. Walker was sending Melanie.
Yaaaah, he's the one musta put it in
there if you didn't. Oh, man, that
shit's uncalled for, baby, and I
apologize. I 'magine they asked you a
shitload of questions about it, huh?
All that money, want to know where
you got it?

Jackie doesn't answer. She just walks up to Ordell
handing him his yellow drink in the darkness. Ordell
takes it, continues to look at Jackie.

ORDELL (CONT'D)
I'magine they asked who you givin' it
to, too.

JACKIE
They asked.

ORDELL
And what was your answer?

JACKIE
I said I wanted to talk to a lawyer.

ORDELL
You positive about that? You weren't
nervous and let something slip by
mistake? If you did, I ain't mad, I
just gotta know.

Jackie says to his face;

JACKIE
You're not asking the right
questions.

Then she walks past him back to the living room. She goes
over to the halogen lamp, turning the light up brighter,
then moves by the door, still standing and looking at
Ordell in the kitchen doorway.

JACKIE
Beaumont Livingston.

ORDELL
I knew it.

JACKIE
And they asked if I knew Mr. Walker.

Ordell by the halogen lamp. He turns it back to dim.

ORDELL
Yeah?

JACKIE
I didn't tell 'em anything.

Ordell moves slowly towards Jackie.

ORDELL
My name come up?

Jackie slowly shakes her head "no."

Ordell directly in front of Jackie, he gently places his
gloved hands on her shoulders.

ORDELL (CONT'D)
You say anything about me?

Jackie shakes her head "no."

ORDELL (CONT'D)
Well, that's mighty honorable of you.

Ordell's gloved fingertips move up her collarbone to her
throat, gently touching her skin. Jackie locks eyes with
his, but still shows no fear.

ORDELL (CONT'D)
This fella Beaumont, they say what
happened to him?

JACKIE
They told me.

At this moment the film becomes a:


SPLIT SCREEN

On the RIGHT-HAND SIDE is Ordell with his hands barely
touching Jackie's throat. On the LEFT-HAND SIDE is Max
driving home in his Seville.


MAX IN CAR

Max drives home, an almost moony romantic look no his
face. He can't stop thinking about Jackie. During the
night she'd have a gleam in her eyes, the look saying;
"WE COULD HAVE FUN". Unless she was appraising kinda him
with the look, making a judgment and what it said was; "I
COULD USE YOU". Either way it was a turn-on.

Max pulls into the driveway of his small house in
Torrance.


ORDELL AND JACKIE

ORDELL
Yeah, somebody musta been real mad at
Beaumont. Or  they were afraid of
what he might say to keep from doin
some time. I'magine from time-to-time
they asked you a whole shitload of
questions. And you didn't give 'em no
answer?

Jackie shakes her head from side to side.

Ordell moves his thumbs from her collarbone to the middle
of her throat.

ORDELL
You scared of me?

Jackie shakes her head from side to side without her eyes
leaving his. Reaches over the seat

ORDELL
You got a reason to be nervous with
me?

With his hands on Jackie's throat, staring into the
woman's eyes, from BELOW FRAME then feels something hard
the fuck against his crotch. Neither break eye contact.

Ordell hears a CLICK.

Can't believe it.


MAX IN CAR

Max takes his keys, then to the glove box...


THE GLOVE BOX

The gun is gone.

MAX
Where is it?


A CLOSEUP OF MAX'S GUN IN ORDELL ORDELL'S CROTCH

ORDELL
Is that what I think it is?

JACKIE
What do you think it is?


CLOSEUP GUN IN CROTCH

ORDELL
I think it's a gun pressing against
my dick.

JACKIE
You thought right... Now take your
hands from around my throat, nigga.

Ordell flashes his hustler's smile and lets go.

END OF SPLIT SCREEN

Jackie turns Ordell around, gun firmly in his back, and
pushes him against the wall.

ORDELL
What the hell you doin'?

JACKIE
Shut your ass up and grab the wall!

Jackie has Ordell against the wall and is frisking him
the way a cop would. She finds the .22 pistol in his
pocket

ORDELL
Now, baby, that's got nothin' to do
with you. I just carry that. You been
listenin' to them cops too much.

JACKIE
The cops didn't try and strangle my
ass.

ORDELL
Damn, Jackie, I was just playin' with
you.

JACKIE
Well, I ain't playin with you. I'm
gonna unload both these
motherfuckers, you don't do what I
tell you. Understand what I'm saying?

ORDELL
Baby, I ain't come here -

She shoves both guns in Ordell's back.

JACKIE
I said, you understand what I'm
saying

ORDELL
I understand woman, damn!

JACKIE
Go sit over in that chair.

Ordell moves over to a chair across from the couch.
Ordell still tries bullshit...

ORDELL
I'm tellin' you, those cops been
fuckin' wit your mind. They turn
black against black, that's how they
do.

JACKIE
Shut your raggedy ass up and sit
down.

Ordell sits.

JACKIE (CONT'D)
Put both hands behind our head.

Ordell does...

ORDELL
This shits gettin silly now...

Jackie turns the halogen lamp to light.

JACKIE
I gotta tell you to shut up one more
time, I'm gonna shut you up.

Jackie sits down on the couch, holding a gun in each
hand, both pointed dead at Ordell.

A coffee table lays between them.

Ordell, hands behind his head, continues to mumble...

ORDELL
I just came here to talk.

JACKIE
Way I see it, me and you only got one
thing to talk about. What you willing
to do for me?

Ordell looks at her a moment and says;

ORDELL
Well, I can get you a good lawyer -

Jackie shakes her head "no!"

JACKIE
Let's get realistic, baby. Sooner or
later they're gonna get around to
offering me a plea deal, and you know
that. That's why you came here to
kill me.

ORDELL
- Baby, I didn't -

JACKIE
- It's okay. I forgive you. Now,
let's say if I tell on you, I walk.
And if I don't, I go to jail.

Ordell, very interested.

ORDELL
Yeah?

JACKIE
One hundred thousand put in an escrow
account in my name, if I'm convicted
up to a year, or put on probation. If
I have to do more than a year, you
pay another hundred thousand.

Ordell just takes in what the woman said.

ORDELL
I got a problem...

JACKIE
All your money's in Mexico.

Ordell has to smile at the woman.

ORDELL
Yeah.

JACKIE
I been thinkin about that, too, and I
got me a idea.

TIME CUT:


DOORWAY

Ordell goes through FRAME, out the door, Jackie steps
into FRAME, and talks with him.

JACKIE
I'll talk to the cops tomorrow and
tell you if it's on.

ORDELL (O.S.)
Talk to you tomorrow.

Ordell leaves.

Jackie shuts the door, and leaves FRAME.

FADE TO BLACK


OVER BLACK

We hear a knock-knock on the door.

FADE UP ON:


SAME SHOT DORWAY

Except it's day. Jackie in a bathrobe steps into FRAME
and opens the door. She says to the yet-unseen-by-camera
visitor;

JACKIE
You want your gun, don't you? Come
in. I'll go get it.

She leaves FRAME, and Max enters it, closing the door
behind him. Max stands by the door, a little surprised
and a touch pissed at the nonchalantness.

As he stands on the threshold to her living room, waiting
for her to return with the gun, feeling foolish, he
thinks about hauling her ass back to the stockade.
That'll change her expression, he'd bet.

She returns from the bedroom, gun in hand, wearing a sort
of sad smile.

JACKIE (CONT'D)
Max, I'm sorry. I was afraid if I
asked to borrow it you'd say no.
You'd have to. Would you like some
coffee?

Then, as quickly as the anger rose in Max, it dissipates
completely, leaving only curiosity.

MAX
If you're having some.

JACKIE
I am. Have a seat.

Jackie head to the kitchen, making the coffee. Max sits
at the dining table off of the kitchen.

MAX
You get a chance to use it?

JACKIE
I felt a lot safer having it. My milk
went bad when I was in jail.

MAX
Black's fine.

She puts a finger in the coffeemaker and starts scooping
coffee in it.

MAX (CONT'D)
You want to hang on to it awhile? It
wouldn't be legal, but if it makes -

Jackie goes to the sink, filling the coffee pot.

JACKIE
Thanks, but I have my own now.

MAX
You went out this morning and bought
a gun?

She turns off the water.

JACKIE
What, I couldn't hear you?

MAX
You went out this morning and bought
a gun.

Pouring water into the coffee machine.

JACKIE
Let's just say I got one, okay?

She turns on the coffeemaker.

MAX
Somebody loan it to you?

JACKIE
Yeah.

Jackie leaves the kitchen.

Max's eyes follow her to the living room.

JACKIE (CONT'D)
Want to hear some music?

MAX
Sure.

Jackie ends her knees and goes through a stack of records
leaned up against the wall on the floor.

JACKIE
I couldn't wait till I got home last
night and wash my hair.

MAX
It looks nice.

She finds a record, takes it out of the pile, removes the
album from the sleeve, and places it on her stereo
turntable.

MAX (CONT'D)
You never got into the whole CD
revolution?

JACKIE
I got a few. But I can't afford to
start all over again. I got too much
time and money invested in my
records.

The song starts; it's an old romantic soul music number
from the early seventies.

MAX
Yeah, but you can't get new stuff on
records.

Jackie picks up her cigarettes off the coffee table.

JACKIE
I don't buy new stuff that often.

Jackie enters the kitchen door frame by Max. She lights a
cigarette and stands.

Max listens to the soul song.

MAX
This is pretty.

JACKIE
Uh-huh.

MAX
Who is this?

JACKIE
The Delfonics.

MAX
'76?

JACKIE
'74, I think.

MAX
It's nice.

They listen for a moment.

JACKIE
I called in sick this morning. As far
as the airline knows, I'm still
available.

MAX
Are you?

JACKIE
I don't know yet. 'm going to talk
with Dargus and Nicolet today. Do
what you suggested. Offer to help and
see what happens.

MAX
What I meant was have a lawyer do the
negotiating for you.

JACKIE
I want to talk to them first. I know
more now about Ordell's money.

MAX
Well, if the A.T.F. guy is the one
who wants you, that'll only interest
him up to a point.

JACKIE
It's a lot of money. About a half-a-
million dollars. All of it in Cabo in
safe deposit boxes and more comin in.

MAX
How'd you find that out?

JACKIE
He told me last night.

MAX
He called you?

JACKIE
He came by.

MAX
What?... What'd you do?

JACKIE
We talked.

Jackie goes back in the kitchen. Coffee's almost there,
but not quite. She pulls down two mugs from a cabinet.

JACKIE (CONT'D)
He had his doubts at first. But he's
always trusted me an wants more than
anything to believe he still can.

MAX
Why?

JACKIE
He needs me. Without me all that
money is just gonna sit over there in
Cabo. Sugar?

MAX
No thanks. There's gotta be other
ways to get it out.

She pours the coffee.

JACKIE
Maybe, but 'm the only one he's ever
used. He can't trust his other
people. They're crooks. He can try
bringing I in himself, but Ordell
sure don't want to go through no
Customs line. Either he recruits
another Cabo stewardess, or he
continues to trust me. I made him
feel he still can.

Jackie walks to the table with the two coffee mugs and
sits down.

MAX
How do you get it out?

JACKIE
Same way I been don', but first they
got to let me go back to work.

MAX
You're gonna offer to set him up?

JACKIE
If I get let off. Otherwise, fuck
'em.

MAX
It's very possible Ordell's killed
somebody.

JACKIE
I ain't goin' to jail, and I ain't
doin' that probation thing again.

Max watches her a moment

Jackie takes a drink of coffee.

JACKIE (CONT'D)
How do you feel about getting old?

MAX
You're not old. You look great.

JACKIE
I'm asking how you feel. Does it
bother you?

MAX
It's not really something I think
about.

JACKIE
Really?

MAX
Okay, I'm a little sensitive about my
hair. It started falling out ten
years ago. So I did something about
it.

JACKIE
How'd you feel about it?

MAX
I'm fine with it, or I wouldn't of
done it, I did it to feel better
about myself, and I do. When I look
in the mirror it looks like me.

JACKIE
It's different with men.

MAX
You know, I can't really feel too
sorry for you in that department.

Jackie smiles.

MAX (CONT'D)
In fact, I'd make a bet that except
possibly for an Afro - you look
exactly the same as you did at twenty
nine.

Jackie smiles into her coffee.

JACKIE
My ass ain't the same.

MAX
Bigger?

JACKIE
Yeah.

Max smiles.

MAX
Nothin wrong with that.

Jackie's smile grows bigger.

MAX (CONT'D)
Does something else worry you?

JACKIE
I just feel like I'm always starting
over. You said how many bonds you
wrote?

MAX
Fifteen thousand.

JACKIE
Well, I've flown seven million miles.
And I've been waitin' on people
almost twenty years. The best job I
could get after my bust was Cabo Air,
which is about the worst job you can
get in this industry. I make about
sixteen thousand, with retirement
benefits , ain't worth a damn. And
now with this arrest hanging over my
head, I'm scared. If I lose my job I
gotta start all over again, but I got
nothin to start over with. I'll be
stuck with whatever I can get. And
that scares me more than Ordell.

DISSOLVE TO:


INT. LOS ANGELES POLICE DEPARTMENT - DAY

A.T.F. man, Ray Nicolet, moves down the hallway of the
big building... ten heads for the office of Mark Dargus.

He reaches the closed door... raps on it.

DARGUS (O.S.)
Come in.

Nicolet opens the door, revealing Dargus and Jackie Brown
sitting in the office talking.

DARGUS (CONT'D)
Great, you're here.

NICOLET
Hey, Jackie.

Jackie waves.

Dargus stands up and says to Jackie;

DARGUS
Let me have a word outside with Agent
Nicolet for a moment?

JACKIE
Take your time.

DARGUS
Thanks.

NICOLET
Well just be a minute.

JACKIE
Can I smoke?

DARGUS
Go ahead.

The two detectives step outside and close the door on
Jackie as she pulls out her cigarettes.

NICOLET
What's going on?

DARGUS
She wants to make a deal.

NICOLET
She sound scared?

DARGUS
She almost sounds scared.

NICOLET
What's she want?

DARGUS
She wants to go back to work.

NICOLET
What's she willing to give us?

DARGUS
She hasn't one into specifics yet,
she's been waiting for you.

NICOLET
She knows it's my case?

DARGUS
She ain't said it, but she's not
stupid, she knows it's you who wants
her.


CLOSEUP JACKIE

Inside Dargus' office, smoking a Mild Seven.

Dargus and Nicolet come back inside.

NICOLET
Thanks for waiting, Jackie. Now tell
me, what can we do for you?

JACKIE
I need permission to leave the
country so I keep my job.

NICOLET
We can look into that.

JACKIE
I need it tomorrow. If I don't show
up for work tomorrow, I'm fired.

NICOLET
You know what we want.

JACKIE
If I'm working, I can help you.

DARGUS
Help us do what?

JACKIE
Help you get Ordell Robbie.

NICOLET
Oh, so now you know him?

JACKIE
You never asked me if I did or not.

DARGUS
But now you're telling us now you do.

JACKIE
'Course I do - I deliver money for
him.

NICOLET
No shit. You know how he makes hi
money?

JACKIE
He sells guns.

NICOLET
You ever see him sell guns?

JACKIE
No.

NICOLET
Then how do you know he sells guns?

JACKIE
He told me. Besides, why else would
an A.T.F. man be after him?

NICOLET
How can you help us?

JACKIE
Short of wearing a wire, I'll do
everything I can to help you throw
his ass in jail. And in exchange for
my help, I need permission to leave
the country and immunity.

DARGUS
You don't want much, do you?

JACKIE
Can you do it or not?

The two cops look at each other.

DARGUS
(to Nicolet)
It's your call.

Nicolet looks at Jackie.

NICOLE
It's possible.

FADE TO BLACK


TITLE CARD:

"LOUIS GARA   MELANIE"

CUT TO:


FADE UP ON ON TV

Helmut Berger slaps a woman in the face with a newspaper,
proclaiming he's the "mad dog." The film is an Italian
Policier from the seventies.

Melanie sits in a comfy chair long-ways, bare legs
hanging over the arm. As she watches the TV, she picks up
a big bong with it's own handle. He takes a hit.
Melanie's dressed in her usual Melanie-uniform of shorts
and a loose top.

The front door opens, and Ordell and Louis walk through
it carrying shopping bags.

ORDELL
We're back.

MELANIE
'Ola!

We notice that Louis is sportin' new duds. Louis' new
"look" is a retro seventies-style bowling shirt and black
jeans.

Melanie notices the change.

MELANIE (CONT'D)
Hey, hey, hey. I think somebody's got
some new clothes.

ORDELL
We been shoppin'. Can't have my boy
running around lookin' like a bum on
the street.

LOUIS
I didn't look like a bum.

ORDELL
But you did have a Salvation Army-
thing going.

Ordell notices the bong in her hand and the smoke in the
air.

ORDELL (CONT'D)
Goddam, girl. You gettin' high
already. It's only two o'clock.

Melanie smiles.

MELANIE
It's that late?

Louis sits on the couch. He smiles at the comeback.

ORDELL
Ha-ha-ha. I'm serious, you smoke too
much of that shit. That shit robs you
of your ambition.

MELANIE
Not if your ambition is to get high
and watch TV.

Melanie and Louis laugh.

The phone rings.

ORDELL
You two a coupla Cheech and Chongs,
ain't ya.
(he moves towards the
phone - to Melanie)
Oh, that's okay, I'll get it.

He picks it up.

ORDELL
Hello.
(pause)
Hey, Jackie...
(throwing a hard look at
Melanie)

No, Jackie, I didn't get your message.

MELANIE
I was gonna tell you...

Ordell gives her a "silence" gesture and look.

Melanie trades a look with Louis like "I'm in trouble,"
all the while smiling like a shark.

Louis smiles to himself.

Melanie holds up the bong, offering him a hit.

Ordell's on the phone.

ORDELL
No, not on the phone, let's meet
somewhere. But you gotta make sure
they ain't followin' you...

Louis has the bong in front of him.

Melanie stays in her chair long-ways.

LOUIS
Is it ready to go?

MELANIE
Yeah, there's another hit left.

Louis takes it.

Ordell's on the phone.


INT. COCKATOO INN

Jackie sits at the bar talking on their phone. We see
both sides.

JACKIE
The Cockatoo Inn.

ORDELL
The Cockatoo Inn? Where's that?

JACKIE
It's right on Hawthorne Boulevard and
Manhattan Beach Boulevard. It's red
brick...

ORDELL
Oh, wait, you mean that place that
has the big sign with a rooster on
it?

JACKIE
It's a cockatoo.

Louis exhales his smoke, does an older man cough.

MELANIE
You okay?

LOUIS
Yeah, I'm just gettin' old. I can't
smoke or laugh now it seems without
coughing.

MELANIE
Coughing opens up the capillaries.
When you cough, you're getting air -
in this case smoke - to parts of the
lung that don't normally get used.
Coughing's good - gets ya higher. My
dad coughs when he smokes all the
time.

Ordell hangs up the phone.

ORDELL
(to Louis)
Hey, Louis, I have to go out awhile.
So since you like gettin' high so
much, why don't you stay here with
Melanie, get high, and watch
cartoons?

Louis with a smile.

LOUIS
Way ahead of you.

Melanie laughs.

Ordell takes the remote control and turns the station
till he finds a channel with cartoons.

ORDELL
So you just watch this for the next
three hours, and I'll be back. Then,
when I'm through with all my
business, I'll get high. I get high
at night. Walk me to the door, space
girl.

Melanie climbs out of the chair and walks Ordell to the
door,

Ordell says to her in the doorway;

ORDELL (CONT'D)
Hope you don't mind keeping him
company.

MELANIE
No problem.

ORDELL
Try not to rip his clothes off 'em
they're new.

Melanie gives him a sarcastic, "Oh, you're so funny"
look.

Ordell kisses her quick on the mouth, then says past her;

ORDELL (CONT'D)
I'll be back in an hour, man. Just
hang with Mel.

Ordell leaves and Melanie closes the door. She turns
around and looks at Louis.

MELANIE
Want a Metrix?

LOUIS
What's a Metrix?

She crosses to the kitchen.

MELANIE
It's like this major meal in a shake
you drink instead of having a big
meal.

LOUIS
It's a diet thing?

MELANIE
No, it's what body builders drink to
beef up.

LOUIS
No thanks.

She goes into the kitchen and starts making her Metrix
shake.

He looks around and spots something interesting.


TWO SMALL PHOTOGRAPHS

In a clear, plastic frame. Melanie, circa 1976, at about
sixteen wearing roller-disco skates. Melanie, in a green
setting, about five years ago, wearing a pretty Oriental-
style dress, with a "smile for the camera" look on her
face. The photo was obviously a picture of Melanie with
somebody else that's been cut in half. Somebody's
disembodied arm still rests on her shoulder.

Louis picks up the photo frame.

LOUIS
How old were you here?

She looks and sees what he's talking about.

MELANIE
Which one?

LOUIS
The roller disco one.

MELANIE
Fourteen.

Louis walks over.

LOUIS
You're fourteen years old here?

MELANIE
Yeah.

LOUIS
I thought you were sixteen.

MELANIE
I was pretty much the same height now
as I was then.

LOUIS
Were you a disco girl?

MELANIE
Noooo, I was a surfer girl. Besides,
I was only fourteen. I couldn't go to
discos.

LOUIS
So where did you go?

MELANIE
The beach. Or get high, drop acid at
a friend's place. I was a K.L.O.S.
girl. I hated disco.

She hits Whip on her blender. It makes an infernal noise
till she hits Stop!

Carrying the blender full of Metrix, she walks over and
looks at the picture.

MELANIE (CONT'D)
That was taken at a place called
"Flippers." It was in Hollywood. Were
you in L.A. back then?

LOUIS
No.

MELANIE
Where were you?

LOUIS
Detroit.

MELANIE
With Ordell?

LOUIS
We had done time together already.

Melanie drinks her Metrix.

MELANIE
Were you a disco guy?

LOUIS
No.

MELANIE
C'mon, don't lie.

LOUIS
I don't like dancing.

MELANIE
Did you ever go I one?

LOUIS
I went to a few just to meet women.
But I don't like to dance, and it's
so fuckin; loud. During that whole
scene I just drank in bars.
(he points to the cut
picture)
Who didn't make the cut?

MELANIE
That's a picture of me in Japan.

LOUIS
You been to Japan?

MELANIE
I lived there for about nine months.

LOUIS
You lived in Japan, when?

MELANIE
About five years ago.

LOUIS
Who's arm is that?

MELANIE
That's the guy I lived with... his
name was... Hir.Hirosh.

LOUIS
Must of made quite an impression.

MEALINE
I never got to know him, really. I
couldn't speak Japanese, and his
English was terrible. But I couldn't
say anything, because his English was
better than my Japanese.

LOUIS
That sounds like a problem.

MELANIE
Not really. We didn't have much to
say to each other anyway. I never got
to know him that well, but I knew
enough to know I wasn't missing much.
I keep that, because of all the
fuckin' time I was there, that's the
only picture I got of me in Japan.
(she points beyond her
shoulder)
That's Japan.

Melanie looks up at Louis.

MELANIE
Wanna fuck?

LOUIS
Sure.

FADE TO BLACK


OVER BLACK

SUBTITLE:

"THREE MINUTES LATER"

FADE UP:


LOUIS

Lies on the couch on his back and Melanie sits on top of
him. They're going at it like a couple of fuck monkeys.
Almost on the fade up, Louis cums.

MELANIE
That was fun.

She hops off and OUT OF FRAME.

LOUIS
Yeah, that really hit the spot.

MELANIE (O.S.)
Now that's over, let's get to know
each other.


INT. MUSIC STORE - DAY

CLOSEUP a rack of CDs all beginning with "D" are flipped
through, till it stops on one CD, "The Best of the
DELFONICS."

Max is standing in he soul music section o a music store.
He lifts out the CD and turns it over.

It has the song Jackie played this morning.

He smiles and takes the CD up to the register.

CLOSEUP the COCKATOO INN neon sign, unlit during the day.


INT. THE COCKATOO INN - DAY

Ordell walks into the dark red cocktail lounge in the
middle of the day and sees Jackie sitting at the bar
drinking a white wine. Old-school soul plays on the
jukebox. He sits next to her.

ORDELL
I gotta remember this place. This is
all right. Two minutes from your
crib, ten minutes from your work. Not
bad...

A black bartender named FLOYD approaches Ordell.

FLOYD
What's your drink, brother?

ORDELL
Screwdriver.

FLOYD
(to Jackie)
How you doin'?

JACKIE
I'm fine.

FLOYD
Yes, you are.

Jackie smiles.

Floyd makes Ordell's drink.

ORDELL
I bet you come here on a Saturday
night, you need nigga repellent keep
'em off your ass.

JACKIE
I do okay.

ORDELL
You a fine lookin' woman, Jackie. I
bet you do a damn sight better than
okay. You think anybody followed you?

JACKIE
I don't think so, but it don't really
matter. They know I'm meeting you.

ORDELL
How the fuck they know that?

JACKIE
I told them.

Floyd comes back with Ordell's screwdriver.

FLOYD
Three twenty-five.

Ordell digs in his pocket and gives Floyd a five.

ORDELL
Keep it.

FLOYD
Thank you, sir.

Floyd leaves.

ORDELL
(to Jackie)
You told em? You told em it's me?

JACKIE
They already know it's you.

ORDELL
Well, shit. That don't mean you gotta
confirm it!

JACKIE
Look, the only way I can get
permission to fly is if I agree to
help them. Which is what I have to
appear to be doing. So I give them
something they already know. You.

ORDELL
Didja tell 'em anything else?

JACKIE
I told them you got a half a million
dollars in Mexico, and you want me to
bring it here.

Ordell freaks.

ORDELL
You told them that?

JACKIE
It's true, isn't it?

ORDELL
What the fuck's that got to do with
it?

JACKIE
They know I'm delivering for you. I
mention the half-million - they don't
give a fuck about that - They want
you with guns. So I say, well, if you
want proof he's getting paid for
selling them, let me bring the money
in.

ORDELL
What did they say?

Jackie smiles.

JACKIE
Yes.

Ordell smiles.

They both slap palms.

CUT TO:


INT. MELANIE'S BEACH APARTMENT - DAY

CLOSEUP - Louis taking a hit off Melanie's bong.

Louis and Melanie are back in the living room, kicking
back, taking bong hits.

As Louis gets his hit, Melanie talks;

MELANI
... so first he tries to get into the
cocaine business but realizes right
away that shit's too competitive.
Piss the wrong person off, you get
shot. So he says, fuck that - moves
over to guns. You can sell guns
wherever there's a demand. No one
gives a shit. He acts like he's this
big international arms dealer, when,
come on, the only people he ever sold
to were dopers.

Louis finishes his hit and slides the bong back across
the coffee table to Melanie.

LOUIS
He seems to be making out.

Referring to the bong.

MELANIE
Is it dead?

LOUIS
Yeah.

She starts preparing a bowl.

MELANIE
Well, so far he is. But you have to
admit he's not too bright.

LOUIS
I wouldn't go so far as to say that.

Melanie still preparing her bowl.

MELANIE
He moves his lips when he reads, what
does that tell ya. Let's say he's
streetwise. I'll give 'im that. He's
still a fuck-up.

She takes a major bong hit... holds in the smoke... then
while holding in the smoke, says;

MELANIE (CONT'D)
He killed a man worked for him the
other night.

LOUIS
So what are you trying to tell me? I
should get out of here?

Melanie lets out her stream of smoke and flashes her
shark smile.

MELANIE
That's not what I'm saying at all.
(pause) You know where he went?

LOUIS
No.

MELANIE
He went to meet that stewardess.

LOUIS
Does that bother you?

Melanie lets out a sarcastic laugh.

MELANIE
Please.

LOUIS
You live with him.

MELANIE
I live here. He drops in and out. He
tell you about that half-million
dollars he's got in Mexico?

LOUIS
Uh-huh?

MELANIE
Course he did, he tells everybody
who'll listen. That's what he's doin'
with this stewardess. He's scheming
how he can get it over here.

LOUIS
And your point is?

MELANIE
Let him and that stewardess get that
money over here...

LOUIS
Uh-huh?

MELANI
... and just take it from him.


INT. COCKATOO INN - DAY

Jackie explaining the plan to Ordell.

JACKI
... I make two deliveries. The first
one with ten thousand, like a dry
run. They watch it. See how it works.
Then we do a second delivery, when I
bring in the half mill.

ORDELL
Naw, naw, that's too much exposure. I
ain't goin anywhere near that money.

JACKIE
You don't have to. I told 'em you're
real careful. You never pick up money
yourself. You always send someone,
and I never know who it is.

ORDELL
That's a good idea.

JACKIE
If you just listen, you'll see it's a
damn good idea. The first time I do
it they're lurking about. They see me
hand the ten thousand to someone.

ORDELL
Who?

JACKIE
I don't know. One of your friends.

ORDELL
A woman.

JACKIE
If you want.

ORDELL
Yeah, I think a woman.

JACKIE
The next trip, when I come with all
the money, it'll look like I hand it
to the same one I did before...

ORDELL
But you don't?

JACKIE
No, I give it to someone else first.

ORDELL
And they follow the wrong one
thinkin' she's bringing it to me.

JACKIE
That's the idea.

ORDELL
So we need two people, two women.

JACKIE
Can you cover that?

ORDELL
I got the woman covered. Where you
thinkin' about doin' this?

JACKIE
I was thinkin' the Del Amo Mall. In
the food court.

ORDELL
I suppose you see a piece of this for
yourself?

JACKIE
Well, it's my plan. We're in this
together.

ORDELL
Yeah, but it's my money, and I don't
need me a partner.

JACKIE
I ain't your partner, I'm your
manager. I'm managing to get your
money out of Mexico, into America, in
your hands, and I'm managing to do
all this under the nose of the cops.
That makes me your manager, and
managers get fifteen percent.

ORDELL
Managers get ten percent.

JACKIE
That's an agent. Manager's get
fifteen percent.

ORDELL
I'll give ya ten.

JACKIE
Plus the same deal as before.

ORDELL
I can do that.

They clink their glasses together.


CLOSEUP DIGITAL CLOCK

It flips to 11:00 P.M.

It's now getting late at night. Jackie comes home. She's
dressed differently than she was at the Cockatoo. In
fact, she looks like she's coming home from a date.

She walks into her bedroom... kicks off her shoes...
takes her earring off, putting them on the night-stand by
the bed... she sees that her answering machine is
flashing. She hits play.

We begin a SLOW ZOOM into the answering machine. Never
seeing Jackie again.

The machine voice says;

MACHINE VOICE (O.S.)
You have on message. Sent at 8:06
P.M.

Max's voice comes out of the machine.

MAX'S VOICE (O.S.)
Hi, Jackie. It's Max. I was just
calling to find out how everything
went today with A.T.F. If you want to
call me, my home number is 555-6788,
or you can reach me at my office,
which is 555-B-A-I-L. That's also on
the card I gave you when we first met
- I don't know if you still have that
- but it's on it - Oh, let me give
you my beeper number. It's 555-7839.
Okay, so I'll talk to you later. Hope
everything's well. Bye-bye.

MACHINE VOICE (O.S.)
End of message.

FADE TO BLACK

FADE UP ON:


EXT. DEL AMO MALL - DAY

We se the huge Del Amo Mall from the parking area.

A SUBTITLE reads:

"DEL AMO MALL TORRANCE, CALIFORNIA LARGEST INDOOR MALL IN
THE WORLD"


INT. DEL AMO MALL - FOOD COURT - DAY

The Del Amo Mall on a lazy midday in the middle of the
week. A few people, mostly black, mill around, but it's
not like it is on the weekend.

The international food court, where fast-food versions of
international cuisine are available to all the hungry Del
Amo Mall shoppers.

Jackie and Ordell sit at a table in the food court. She
drinks an iced tea from Teriyaki Donut. A collection of
Broadway shopping bags sit on the table.

We join in mid-conversation.

JACKIE
The money's in a Broadway shopping
bag. I get some food, and sit down
here in the food court. Then your
girl comes - you got somebody yet?

ORDELL
Uh-huh.

JACKIE
Who?

ORDELL
What'd you care?

JACKIE
Look, it's my ass facin' the
penitentiary. You send some hard-
headed roc whore, and she fucks
things up.

ORDELL
I ain't gonna send no roc whore. The
woman's cool, I promise.


INT. DEL AMO MALL - U.A. CINEMAS - DAY

We're outside the Del Amo UA Cinemas, a six-screen
theater that's been in the Del Amo Mall since the early
seventies. A small afternoon crowd is exiting the cinema,
having just watched their matinee. Max Cherry is among
them. He exits the theater, and strolls through the mall.


BACK TO JACKIE AND ORDELL

In the food court.

Ordell rises from the table.

Jackie moves a Broadway bag towards him.

JACKIE
Don't forget your bag.

He takes it.

We follow with Ordell out of the food court, when he
stops...

... He see Max Cherry strolling through the mall.

Ordell almost steps into a store to get out of view.
"What the fuck is Max Cherry doing here?"

As Ordell watches, he sees Max head towards the food
court.

MAX
walks into the food court. He stands
looking a all the international fast
food choices in front of him. As he
tries to decide, he hears from behind
him;

JACKIE (O.S.)
Max.

Max turns and sees Jackie siting there drinking her iced
tea, smoking her Mild Seven, and smiling up at him.

Max smiles back.

MAX
Well, hello.

JACKIE
Surprise.

He approaches her table.

MAX
I walked right past you.

JACKIE
I know, ignoring me. What're you up
to?

MAX
Catching a movie.

JACKIE
What'd ya see?

MAX
"American Prseident"

JACKIE
How was it?

MAX
Pretty good. Me and Annette Bening
are goin steady.

JACKIE
Oh, are you? Does she know that?

MAX
No...
(sitting down at the
table)
... I don't believe she's ever heard
of me. But that doesn't mean we're
not going steady.


BACK TO ORDELL

Watching Max sit down and make himself comfortable at
Jackie's table.

ORDELL
(to himself)
What's up with this shit.


BACK TO MAX AND JACKIE

MAX
I think falling in live with movie
stars is something that happens to a
man as he gets older.

JACKIE
Does it happen to all men?

MAX
Well, I'd never be so bold as to
speak for all men, but as or myself
and a few of my friends, that's
definitely the case. There's a lot of
actresses out there you like, and
there's some you have crushes on. But
there's always one who you love. And
with her it's sorta like going
steady.

JACKIE
And Annette's it for you?

MAX
For now. These relationships never
last too long.

With a smile on her face;

JACKIE
That's a goddam man for ya. Can't
even be faithful to a fuckin' movie
star.

Max smiles.

JACKIE
Who was your girl before Annette?

MAX
Sandra Bullock. You know her?

JACKIE
Yeah, she's the girl who drove the
bus in "Speed." She's cute.

MAX
She's adorable. But I had to end it.

JACKIE
Why?

MAX
I'm old enough to be her father.

JACKIE
How old's Annette?

MAX
I don't care.

Gesturing to the Broadway bags on the table.

MAX
What're you, a bag lady?

JACKIE
I go back to work tomorrow.

MAX
You talk them into it?

JACKIE
They seem to like the idea.

MAX
Bring the money in and they follow
it?

JACKIE
Yea, but I'm going to dress it up.
Put the money in a shopping bag and
hand it to someone I meet here.

MAX
You don't actually do it that way?

JACKIE
He always just picked it up at my
place. But with A.T.F. involved, I
want to stage it. You know, make it
look more intriguing, like we know
what the fuck we're doin'. Then it's
up to Ray Nicolet, the A.T. F. guy to
follow the shopping bag.

MAX
Make the delivery somewhere in the
mall.

JACKIE
Right around here, in the food court.

MAX
Sit down, leave the bag under the
table?

Jackie nods her head "yes."

MAX (CONT'D)
Will Ordell go for that?

JACKIE
I'm helping him bring his money into
America. He loves the idea. You just
missed him.

MAX
He was here?

JACKIE
Yeah, we were goin' over everything.
That's why all the bags.

MAX
I called you last night.

JACKIE
I know, I got your message. Ray
wanted to have dinner. He wanted to
talk about the sting we're plotting.
That's what he calls it. A sting.
He's being real nice to me.

MAX
You think he's got a thing for you?

JACKIE
Maybe. But I'm thinking it might be
something like he wants the money for
himself.

MAX
I don't follow your logic. What does
his being nice to you have to do with
him wanting Ordell's money?

JACKIE
He's setting me up to make a
proposition.

MAX
I see.

JACKIE
You don't propose something like that
unless you're pretty sure the other
person's into it.

MAX
Has he hinted around?

JACKIE
Not really. But I knew this narcotics
cop one time. Told me that in a raid,
the whole package never gets back to
the station. His exact words.

MAX
You know some interesting people.

JACKIE
We weren't bullshittin' either,
'cause later he was suspended and
forced to retire.

MAX
Has Nicolet told you any colorful
stories like that?

She shakes her head "no."

JACKIE
He tries to act cool.

MAX
No harm in that. He's a young guy
havin' fun being a cop. I know the
type, trust me on this. He's more
interested in Ordell than the money.
If he's gonna do anything suspect,
it'll be cutting corners to get the
conviction; but he wouldn't walk off
with the money. It's evidence.

JACKIE
What about you Max?

MAX
What? If I was in Nicolet's place?

JACKIE
No, I mean you, right now. Not it you
were somebody else.

MAX
If I saw a way to walk off with a
shopping bag full of money, would I
take it?

JACKIE
You know where it came from. It's not
like it's anybody's life savings. It
wouldn't even be missed.

MAX
A half-a-million dollars will always
be missed.

JACKIE
You're avoiding the question.

MAX
Okay, sure. I might be tempted.
Especially now, since I'm getting out
of the bail bonds business.

Jackie looks at him, "wow, that was a statement," but she
doesn't say anything.

Max continues.

MAX
I have to stand behind all my active
bonds, but I'm not writing any new
ones.

JACKIE
Why?

MAX
A lot of reasons. But the main one
would be I'm tired of it.

JACKIE
When did you decide?

MAX
It's been a long time coming. I
finally made up my mind - I guess it
was Thursday.

FLASH ON:


A RELEASE FORM

With a date on it. Jackie's hand is signing her name. We
WHIP UP and se her face, just as Max Cherry approaches
her, handing her his business card.

MAX
Hi, I'm Max Cherry. Your bail
bondsman.


BACK TO MAX AND JACKIE

JACKIE
The day you got me out of jail?

MAX
Yeah, that night I went to pick up a
guy. I hear he's staying at this
house, so I sneak in, wait for him to
come home.

JACKIE
Wait a minute. After we were together
you went and snuck into a guy's
house?

MAX
Uh-huh.


FLASH ON

Max is dropping off Jackie at her apartment and saying
goodbye.

MAX (V.O.)
I dropped you off...

Max finding no gun in his glove box.

MAX (V.O.)
Went to my office, found out you took
my gun...

Max in his office, taking another pistol from his drawer,
and a stun gun.

MAX (V.O.)
Got another gun and a stun gun...


BACK TO MAX AND JACKIE

MAX
And went to this guy's house in El
Monte, and I waited for him.

JACKIE
What do you do when he comes home?

MAX
Shoot him with the stun gun. While
he's incapacitated, cuff him, take
'em to County.

JACKIE
You do that?

MAX
That's my job.

JACKIE
Did you do it that night?

MAX
He never came home. But I'm sitting
on the couch, in the dark, holding my
stun gun and the whole house smells
of mildew - So after a couple hours I
think, "What am I doing here?
Nineteen years of this shit? So I
made up my mind, that's it.

JACKIE
And is that it?

MAX
More or less.

Jackie takes a pause before saying;

JACKIE
I'm not sure you answered my
question.

MAX
Which one?

JACKIE
If you had a chance, unemployed now,
to walk off with a half-million
dollars, would you take it?

MAX
I believe I said I'd be tempted.

Jackie smiles at him behind cigarette smoke.

MAX
Don't even think about it. You could
get yourself killed go to prison...


CLOSEUP JACKIE

JACKIE
What if I've figured a way?

Hold for a few beats, then...

FADE TO BLACK.


TITLE CARD:

"MONEY EXCHANGE 10,000"

Over this card, we hear an airplane landing.

FADE UP:


CLOSEUP JACKIE

Back at work, standing at the exit of her plane. All the
passengers are filtering out. She says goodbye.

JACKIE
Bye bye... Bye now... Goodbye Bye
bye... Bye bye... Goodbye


INT. LAX PARKING STRUCTURE - DAY

Jackie, wearing her stewardess uniform, walks into the
LAX parking structure, pulling her bad on wheels behind
her.

Nicolet and Dargus are waiting for her.

NICOLET
We gotta stop meeting this way.

Jackie smiles. They all fall in step towards Jackie's
Honda.


INT. JACKIE'S HONDA - DAY

The two cops and the black woman sit parked in her Honda.
She, behind the wheel, Nicolet next to her in the
passenger seat, Dargus in the backseat. Nicolet has the
flight bag in his lap. He's taking out the manila
envelope with the ten thousand inside. Their demeanor is
very different from the first time they met. The three
now almost act like friends.

DARGUS
How was your flight?

JACKIE
Fine.

DARGUS
Bet you're happy to be working again.

NICOLET
This is A.T.F. agent Ray Nicolet,
Jackie Brown, Ordell Robbie money
exchange trial run. It's three p.m.,
July 4th 1997. The location is the
parking structure at LAX.

JACKIE
What are you doing?

Pointing to a small mike on his lapel.

NICOLET
I'm recording this.

JACKIE
I thought you were going to let this
one through.

DARGUS
We are. Don't worry about it.

NICOLET
Every step of this goes in my report.
(back to report voice)
I am now taking a manila envelope
from the subject's flight bag.

He opens it and takes out the ten thousand dollars.

NICOLET (CONT'D)
The envelope contains currency... all
the same denomination, one-hundred-
dollar bills. Now, I'm counting it.

DARGUS
What time do you have to be there?

JACKIE
Four thirty. I'm meeting a woman.

DARGUS
What's her name?

JACKIE
He wouldn't say. You gonna follow
her?

DARGUS
She leaves, somebody'll be on her.

JACKIE
But you're not going to stop her?

Nicolet finishes counting, then hushes them up.

NICOLET
The envelope contains ten thousand
dollars. The subject will be
delivering the currency in a...

JACKIE
A Broadway shopping bag.

She holds it up.

NICOLET
A Broadway shopping bag. A large bag
with handles and brown lettering.


EXT. DEL AMO MALL - DAY

The huge Del Amo Mall.


INT. DEL AMO MALL - FOOD COURT - DAY

The Del Amo Mall on another lazy midday in the middle of
the week.

Max rides up an escalator in the mall. He casually
strolls through the mall, goes into a cappuccino bar
called "BUSTA CAP" across from the food court. Walking up
to the counter;

MAX
Caf  mocha.

BUSTA CAP GIRL
You want whipped cream on that?

MAX
No, thanks.

Max checks his watch: 4:30. He looks over at the food
court and spots Jackie sitting at a table by herself.

FLASH ON:


INT. JACKIE'S APARTMENT - NIGHT

Jackie on the phone with Max, dressed for bed (long t-
shirt and panties).

JACKIE
Think of it as money that shouldn't
even be here. I mean does anybody
have a right to it?


INT. CHERRY BAIL BONDS - NIGHT

Max in his office on the phone.

MAX
The feds. It's evidence.

JACKIE
It may be evidence once they get
their hands on it, but right now it's
only money.


BACK TO MAX AT THE MALL

He ponders his words as he watches her from a distance.


INT. FOOD COURT - DAY

Jackie sits at a table by herself, eating Japanese food
from Teriyaki Donut and drinking an iced tea. As she eats
she hears;

YOUNG GIRL'S VOICE (O.S.)
Is this seat taken?

Jackie looks up and sees a skinny YOUNG GIRL, black,
quite pretty, no older than twenty.

She holds a tray filled with tacos, enchiladas, rice and
beans and a giant-sized Coke. She also has a Broadway
shopping bag hanging from her arm.

JACKIE
Have a seat.

The Young Girl does.

Jackie looks at her tray of food.

JACKIE (CONT'D)
You're hungry?

YOUNG GIRL
Yes'm.

It would seem our Young Girl's from the South.

JACKIE
Put your bag on the floor, okay?
Under the table, right next to mine.

The Young Girl who hasn't looked right at Jackie since
sitting down, bends sideways to glance under the table.

JACKIE (CONT'D)
Then when I leave, well, you know.
What's your name?

She looks up...

YOUNG GIRL
Sherona?

... then back down at her tray.

JACKIE
Go ahead, start eating.

Sheronda starts eating, head down, hunching close to the
tray.

JACKIE (CONT'D)
Would it bother you if I smoked?

Without raising her head, she shakes it from side to
side.

Jackie takes out a pack of Davidoffs and lights one up
with her yellow Bic. As she does this she observes
Sheronda eating.

JACKIE (CONT'D)
Sheronda, can I ask you a question?
Are you and Ordell married?

Without raising her head.

SHERONDA
He say we like the same thing as
married.

JACKIE
Do you live together?

Sheronda hesitates, then says without raising her head.

SHERONDA
Most of the times.

JACKIE
Not every day?

Sheronda looks up at her...

SHERONDA
Sometimes every day, for a while.

JACKIE
Then you don't see him for a few
days?

... She looks back down.

SHERONDA
Yes'm.

JACKIE
You know what's in the bag you're
taking?

SHERONDA
He say is a surprise.

JACKIE
Well, Sheronda, it was nice talking
to you.

Jackie picks up Sheronda's bag and leaves.


INT. DEL AMO MALL - BUSTA CAP - DAY

Max drinking his caf  mocha sans whipped cream, watches
Jackie leave the Young Girl and with Broadway bag in
hand, walk out of the food court.

Max watches her walk down the mall when two young men in
sport coats, jeans, and cowboy boots step out of a B.
Dalton bookstore, stop her and begin talking. Knowing
they must be Nicolet and Dargus, he watches one of them
take the Broadway bag from Jackie and look inside. They
talk for a minute - it would seem about nothing too
serious. Jackie nods her head, listens to the two cops,
nods her head again, and then walks off.

As he watches her walk away from the cops...

FLASH ON:


JACKIE AND MAX ON PHONE

JACKIE
You said it yourself. Ray wants
Ordell, he don't give a shit about
the money. Money won't convict him,
guns will. Yeah, sure, if it falls in
their lap, they take it. If they know
they got it, they'll look for it...
but if they don't...


BACK TO MAX AT MALL

Max watches the two cops turn their attention to the
young girl eating in the food court.

Max watches her, too. The Young Girl continues to work
her way through her Mexican food, when she turns her head
to an OLDER BLACK WOMAN sitting at the next table. The
older woman says something, and the younger woman hands
her the ashtray Jackie was using.

Max watches the Young Girl finish her food and get up
from the table. She stoops down to get the Broadway
shopping bag and walks out of the food court.

Max watches Nicolet and Dargus let the Young Girl get a
little ahead, then follow after her. They're gone.

Max turns back on the older woman all alone.

She finishes the coffee she was drinking and stands up,
carrying - how about that? - A Broadway shopping bag. The
woman heads out of the mall.

Max follows her.

The older woman walks past us. She heads straight for the
exit.


EXT. DEL AMO MALL - PARKING LOT - DAY

Max follows the woman outside.

She walks down a line of cars, then gets in a big, tan
Mercury sedan. She drives of...

... but not before Max writes down her license plate
number.

FLASH ON:


MAX AND JACKIE ON PHONE

MAX
You're rationalizing.

JACKIE
That's what you do to go through with
the shit you start. You rationalize.
I can do this, Max, I know I can. But
I can't do it without you.


INT. MAX'S CADILLAC - DAY

Max climbs into his Seville, starts her up, and drives
out of the parking lot.


CLOSEUP MAX

Driving down the street, lost in thought.

MAX
(to himself)
It could work... If she handles the
cops right, I could work...

He hits 'play' on the dash CD player. The Delfonics fill
the cab of the Caddy.

CUT TO:


BLACK

A garage door is lifted open, revealing Ordell and Louis.


EXT. STORAGE FACLITY - DAY

Ordell and Louis are at Mr. Robbie's storage facility. A
VAN is backed up nect to the opening. The facility is
pitch black. Ordell ahs a big flashlight in his hand.

ORDELL
Check this out.

He turns on the flashlight.

He shines the beam into darkness. We see the facility is
filled to the gills with machine guns, shotguns, uzis, a
rocket launcher, and handguns of many types.

LOUIS
How much is there?

ORDELL
Over half-million dollars worth of
merchandise.

Ordell opens the back doors of the van. They start
unloading machine guns and boxes of ammo.

LOUIS
Can I ask you about Melanie?

ORDELL
Sure.

LOUIS
What's your relationship?

ORDELL
She one of the women I got set up. I
got Melanie in Hermosa Beach. I rent
Simone a small house in Compton, and
about four blocks away I got me this
nineteen-year-old country girl named
Sheronda. I found her waitin' for a
bus two days outta Alabama, barefoot,
country as a chicken coop. Took her
to my house in Compton, told her it
was Hollywood.

LOUIS
She believed you?

ORDELL
Hell, yeah. To her dumb country ass,
Compton is Hollywood. Close as she's
ever been, anyway.

They both laugh together.

LOUIS
Do you trust Melanie?

Ordell stops unloading.

ORDELL
If this is about you fucked Melanie,
I don't give a damn. I ain't a fool.
I leave you alone with a bitch like
Melanie, you're gonna be fuckin' that
twenty minutes after I'm out the
door. So say "thank you" and I'll
tell you, "you're welcome."

LOUIS
That's not what I meant when I asked
did you trust her.

Ordell looks at him.

ORDELL
She tryin' to work your ass against
me, ain't she?

LOUIS
Yep.

ORDELL
You didn't even hafta say it. I know
the woman.

LOUIS
Well, why the fuck keep her around?

ORDELL
(smiling)
'Cause she my fine little surfer gal.
She can't do me no harm. Fact she
think she can play you against me
shows how little she knows. You could
teach that bitch for days how it is
'tween me an you, she never
understand a damn word.

LOUIS
Why do you let someone know your
business you can't trust?

ORDELL
I don't hafta trust her, I know her.

LOUIS
What does that mean?

ORDELL
You can't trust Melanie. But you can
always trust Melanie to be Melanie.

Louis starts unloading.

LOUIS
I still don't understand why you keep
her around.

ORDELL
I told you, man.
(smiling)
She my fine little surfer gal.


EXT. MELANIE'S APARTMENT BUILDING - DAY

EXTREME CLOSEUP - Jackie's finger presses a small black
button next to the
handwritten name, "M. RALSTON."


EXTREME CLOSEUP SPEAKER BOX

MELANIE'S VOICE (O.S.)
(coming out of it)
What?


JACKIE

Bends down to talk in the speaker.

JACKIE
It's Jackie.


INT. MELANIE'S APARTMENT HALLWAY - DAY

Jackie walks down the hallway and finds the door.

She rings the doorbell.

The door opens, she sees Melanie (for the first time) on
the other side. Melanie, dressed in a t-shirt, cut offs,
doesn't say a word - just turns around and walks away.

Once Melanie leaves, she sees Ordell standing inside the
apartment, screwdriver in hand, yelling after Melanie;

ORDEL
... Now she's gonna pout...

He turns his attention to Jackie.

ORDELL (CONT'D)
Hey, Jackie, c'mon in.

Jackie steps inside.

She sees Louis (for the first time) sitting on the couch.

Ordell says to Louis, but loud enough for Melanie in the
other room to hear;

ORDELL (CONT'D)
She gonna hafta find her sandals...
find her bag... find her
sunglasses... take twenty damn
minutes get her ass out the door.
(to Jackie)
Jackie - his is Louis, Louis -
Jackie. And the chick stompin' around
in the other room is Melanie.

Melanie comes out of the bedroom with her sunglasses,
sandals, bag strung across her shoulders and her keys in
her hand. She makes a bee-line towards the door without
saying nothin' to nobody.

ORDELL (CONT'D)
You have a nice time, hear?

The door SLAMS behind her.

Ordell looks to Jackie, raises his screwdriver and says;

ORDELL (CONT'D)
Drink?

JACKIE
I need to talk to you alone.


EXT. MELANIE'S APARTMENT - BALCONY - DAY

Ordell and Jackie on the balcony.

JACKIE
I don't want no more fuckin'
surprises. We do this the way I laid
it out, or we don't do it at all.

ORDELL
What the hell you talkin' bout?

JACKIE
Sheronda passin' the money onto
someone else, that's what the hell
I'm talkin' 'bout.

ORDELL
How do you know she did that?

JACKIE
I was there, I saw her do it.

ORDELL
Well, you weren't supposed to be
there.

JACKIE
I know, but I hung around, 'cause I
figured you'd try an' pull some shit
like this.

ORDELL
Now, hold on there. I ain't pullin'
no shit. It's my money, I can do
whatever the fuck I wanna do with it.

JACKIE
Not when it's my ass on the line you
don't. We do this my way or fuck it.

Ordell tries to stop the hostile back and forth.

ORDELL
Just chill the fuck out, Jackie. It
ain't no big thing. The woman you saw
was my friend, Simone. She's the one
gonna be receiving the money, so I
just wanted her to see how it works.
She'll be here any minute. Nice
woman, you'll like her.

Ordell opens the sliding glass and says to Louis in the
living room;

ORDELL
Louis, call Simone and tell her to
get her tail over here. We're waitin'
on her ass.

Louis gets up to make the call.

Ordell turns back to Jackie and smiles, holding up his
screwdriver.

ORDELL (CONT'D)
I'm about ready for a refill. Sure I
can't tempt you?


INT. MELANIE'S APARTMENT - DAY

Ordell and Jackie sit on stools around the kitchen
counter bar. Louis sits with them on the phone, silent.

JACKIE
Nicolet and Dargus stop me at the
airport and mark the bills.

ORDELL
Man, I don't like that part.

JACKIE
It washes off. I tell them we're
doing it the same way as before.
They'll follow Sheronda. I hate the
idea of leaving her for a fall.

ORDELL
She won't have no problems 'cause she
don't know nothin'.

JACKIE
Are you sure she don' know about the
money?

ORDELL
She don't know shit about the money.

JACKIE
What does she think she's gettin?

ORDELL
I told her this is a game us rich
folks play, exchanging gifts. Like a
scavenger hunt. She didn't know what
that was neither.
(to Louis)
No answer?

Louis shakes his head.

LOUIS
Uh-huh.

ORDELL
Hang it up, she's on her way. You
gotta listen to this. This involves
you.

Louis hangs up the phone and joins the debriefing.

ORDELL (CONT'D)
No, you gonna give her a
Robinson's May bag this time?

JACKIE
Right, the one Simone gives me.
Simone and I'll make the switch at
Robinson's May. She knows what I look
like?

ORDELL
She saw you with Sheronda. So Simone
goes to the dress department with her
Robinson's May bag.

JACKIE
Designer clothes.

ORDELL
She waits for you to go in the place
where you try things on.

JACKIE
The fitting room. There's a sign over
the door.

LOUIS
Why we doin' I there?

JACKIE
I have a hunch they'll be watchin'
me. We can't risk switching bags out
in the open or even in the dining
area. That's why it has to be a
woman, 'cause we do the switch in the
fitting room.

ORDELL
So you come out with her
Robinson's May bag, go meet Sheronda.
Simone peeks out, waits for my man
Louis here to give her a signal
nobody's watchin'. She leaves the
store, gets in her car - mission
accomplished.

JACKIE
Where you gonna be during all this?

ORDELL
I'm gonna be sittin' at the titty bar
In downtown L.A. till my man over
here calls me and gives me the O.K.
sign.

Jackie's pager goes off. She looks at it.

JACKIE
I gotta go.


INT. MELANIE'S APARTMENT - HALLWAY - DAY

Ordell walks Jackie to the elevator.

ORDELL
Who's paging you?

JACKIE
Ray, the A.T.F. guy.

ORDELL
That works on my nerves, you bein' so
buddy-buddy with him.

JACKIE
If I wasn't, this wouldn't work. Now
once I deliver I'll have to trust
you.

ORDELL
Well, I've been trusting you all this
time, haven't I? We agreed on ten
percent of what you bring in and
that's what you gonna get.

They reach the elevator. She presses the button.

JACKIE
And a hundred thousand if I go to
jail.

ORDELL
We're partners, Baby, sorta. I ain't
gonna screw you. You haven't told me
where I put it for you.

The elevator arrives. Jackie steps in.

JACKIE
Give it to the bail bondsman, Max
Cherry. He'll take care of it.

ORDELL
Max Cherry? You and him friends now?
You tell him about this shit?

JACKIE
He won't know where the money came
from. Only that it's money.

... the elevator shuts... As it shuts Ordell yells;...

ORDELL
Don't you know all them bail bondsmen
are crooks...

... the door shuts.


CLOSEUP ORDELL

He doesn't like the last piece of new information.


EXT. THE STRAND - DAY

The Strand is the hip surfer street in downtown Hermosa
Beach. Jackie leaves the apartment building. She walks to
her car when she spots a funky little beach bar called,
"Sally Leroy's."


INT. SALLY LEROY'S - DAY

Sally Leroy's is a beach bar with surfboards, different
beer signs, and pictures of Marilyn Monroe, Elvis
Presley, James Dean, Ann Margaret, and surfers riding
monster waves all over the place.

The JUKEBOX plays a loud seventies rock number.


BEGINNING OF SHOT

The camera picks Jackie up through the window, walking
into the place and going up to the bar...

A female bartender in her mid-twenties, wearing a plaid
workshirt, named WANDA, goes to Jackie.

JACKIE
Do you have a phone?

WANDA
Yeah, it's in the back.

JACKIE
Thanks.

... We follow with her to the back of the bar... the
MUSIC is LOUD... the phone booth is occupied by a fat
older GUY wearing surf clothes and sporting a mustache
like a walrus. Jackie waits for him to finish his call...
As she waits, the CAMERA MOVES BACK... until a blonde
head of hair comes into the f.g....

The CAMERA MOVES around to a CLOSEUP ON MELANIE, sucking
on a beer, moving her head to the music, and watching
Jackie. She smiles and steps OUT OF FRAME.

END OF SHOT

Jackie hears behind her;

MELANIE (O.S.)
Hey!

Jackie turns and sees Melanie holding a beer, standing
behind her.

JACKIE
Oh, hi.

MELANIE
Buy ya a beer?

JACKIE
I'm waiting for the phone.

MELANIE
Good luck. That guy's been in there
since I got here.

JACKIE
Well, I guess I better look for
another one, then. Thanks, anyway.

Jackie turns to leave.

MELANIE
I know what you and Ordell got goin'.
You sit down and have a beer with me.
I'll tell you a secret.

Jackie looks at her a moment.

JACKIE
Sure.

MELANIE
Great...
(calling to the
bartender)
... Wanda!

Wanda approaches.

WANDA
What?

MELANIE
This lady is thirsty.

WANDA
What do you want?

MELANIE
What's on tap?

WANDA
Coors, Sam, Rolling Rock, and
Killian's Red.

JACKIE
Killian's.

MELANIE
Better get me another Sam's.
(to Jackie)
Join me in a Jaeger shot?


JACKIE
Uh-uh.

MELANIE
Gimme one anyway.

WANDA
You got it.

Wanda goes away. Jackie and Melanie sit at the bar. The
MUSIC is LOUD, and they have to talk over it. Melanie
moves her head to it during the conversation.

JACKIE
How long you been with Ordell?

MELANIE
This time? Almost a year. I've known
him forever.

JACKIE
What were you two fighting about?

MELANIE
He told me to go outside.
(imitating Ordell's
voice)
"You may leave us now." It's all part
of his pathetic attempt to be "the
man." You know Mr. Walker don't you?

Jackie nods "yes."

MELANIE (CONT'D)
Mr. Walker's my buddy. Ask him about
Ordell.

JACKIE
That coke was yours, wasn't it?

Melanie makes a face to show pain.

MELANIE
Oh, man, listen. I'm sorry about
that. I hope they don't come down on
you on my account. Ordell shoulda
told you it was in your bag.

Wanda brings the drinks.

WANDA
Seven dollars.

Melanie digs in her purse for the money.

JACKIE
He said he didn't know about it.

MELANIE
(digging in her purse)
You believe that? Yeah, well, I guess
you have to trust him.
(pulls out a ten)
I'd have second thoughts on that, but
then I know 'em.

Melanie takes her Jaeger shot, lets it go down, then
continues.

MELANIE (CONT'D)
He killed a guy who works for him the
other day.

JACKIE
Beaumont Livingston?

MELANIE
You already knew that?

JACKIE
Kinda.

MELANIE
So tell me. Having all that money in
your flight bag - Is it tempting?

Jackie nods 'yes', as she sips her beer.

MELANIE (CONT'D)
I tell you. If Ordell ever sent me to
carry in ten thousand dollars, that
would be the last motherfuckin' time
he saw me. The next trip you're gonna
have over half-a-million. If you
thought of cutting Ordell out, I sure
as hell wouldn't blame you.

Jackie smiles.

MELANIE (CONT'D)
You think I'm kidding?

JACKIE
Dreaming.

MELANIE
You know how easy it would be? He
won't be anywhere near that mall.
Pull one more switch, up front.
That's it. half-a-million dollars.
Need help?

JACKIE
(smiling)
Keep it between us girls?

MELANIE
What's that fucker ever done for us?

JACKIE
(getting off the
barstool)
I don't think so, but thanks for the
beer.

Jackie leaves.


CLOSEUP MELANIE

Watches her go.

MELANIE
(softly under her breath)
Chicken shit.


INT. STEAKHOUSE - NIGHT

Jackie and Nicolet sit at a steakhouse eating a steak
dinner. Nicolet drinks beer, Jackie drinks white wine.

JACKIE
Ordell has a white guy working for
him named Louis.

NICOLET
You two meet?

JACKIE
This afternoon before I came here. He
was with Ordell at an apartment in
Hermosa Beach. I don't know if he
lives there, but I can find out.

NICOLET
You talk to him?

JACKIE
Not really.

NICOLET
His full name is Louis Gara. He just
got out from serving four years in
Susanville.

JACKIE
What for?

NICOLET
Bank robbery? Do you know what he
does for Ordell?

JACKIE
I imagine shit needs to be done.

NICOLET
We've been following Mr. Gara, and
he's definitely working for Ordell.

FLASH ON:


NICOLET AND DARGUS

In a car, parked, on surveillance.


COPS POV

Louis with the van, at the storage facility.

NICOLET (V.O.)
They served two years together almost
twenty years ago in Soledad. But he
doesn't live in Hermosa Beach.
Ordell's got him staying at a house
in.


MUG SHOT SIMONE

The older woman in the mall.

NICOLET (V.O.)
... Compton with a fifty-six-year-
old petty thief - woman named Simone
Hawkins.


BACK TO BAR

NICOLET
Ever meet her, or they talk about
her?

JACKIE
Not yet.

NICOLET
Who's the other one?

JACKIE
White girl named Melanie Ralston.
Another girlfriend of Ordell's.

NICOLET
What's her story?

JACKIE
It was her coke I got busted with.
She knows everything, but she's not
part of it, and she's pissed cause
she's not part of it. Ordell wouldn't
even let her stay at the meeting. She
tried to talk me into ripping off
Ordell.

NICOLET
And splittin' with her?

JACKIE
I'm sure that was the idea.

NICOLET
What did you say?

JACKIE
I smiled and walked away. She also
told me Ordell killed Beaumont.

NICOLET
She told you that?

JACKIE
Uh-huh.

NICOLET
Was she there?

JACKIE
She didn't say.

NICOLET
But she mentioned Beaumont by name?

JACKIE
Uh-huh.

NICOLET
Well, this sounds like a lady I'd
like to have a word with. So
everything's set for tomorrow?

JACKIE
Right. Everything's the same, except
one change...


INT. JACKIE'S APARTMENT - NIGHT

Max sits on the couch in Jackie's apartment drinking
white wine.

Jackie paces in front of him, white wine in one hand,
Davidoff in the other, going over the details of
tomorrow. One could notice a slight change in Jackie.

There's a bit of an edge to Miss Brown that's bubbling
underneath her cool surface. It's understandable. After
all, she's been the architect of this half-a-million
dollars switcheroo. She's moved heaven and earth to make
all the pieces fall into place, and all the players thnk
what she wants them to think.

As she talks to Max she knows tomorrow all her hard work
will either fail or succeed. But don't take this
difference the wrong way. This edge I'm referring to is
not one born out of fear (Jackie's nervous, but she's not
afraid). It's more the edge an athlete might feel before
an all-important competition.

JACKIE
I told them Ordell's changed the
amount he's bringing in.

MAX
Do you think they bought it?

JACKIE
Oh, yeah. I got them thinking
Ordell's real nervous. They love
thinking he's scared of them.

MAX
You know, a good cop won't let you
know he knows you're fulla shit.

JACKIE
All he needed was a reasonable
explanation.

DISSOLVE TO:


BACK TO JACKIE WITH NICOLET

MEDIUM JACKIE

JACKIE
Right. Everything's the same except
one change. Ordell thinks it's just
too hot right now to bring in all his
money. He knows you're watching him,
and he's paranoid. He's keeping his
stash where it is, but he wants to
bring in fifty thousand for bail in
case he needs it.

CUT TO:


BACK TO JACKIE AND MAX

MAX
It'll be more than that.

JACKIE
Don't be so literal. Ray believed it.

MAX
But you still have to show him the
money at the airport.

JACKIE
Well, you know I'm not going to show
him the whole amount. He'll see fifty
thousand.

MAX
Where's the rest of it?

JACKIE
In the bag underneath.

MAX
What if he checks it?

JACKIE
He won't - I mean, he didn't the last
time. He'll be expecting fifty
thousand and there it is - on top.

MAX
You're takin' a helluva chance kid.

JACKIE
Not really. If he finds it, I say Mr.
Walker put the money in, and I didn't
know nothing about it. Like the coke.

MAX
Then you're out and you get nothing.

JACKIE
Yeah, but I'm not in jail and I
tried.

MAX
You're gonna have surveillance all
over you.

JACKIE
That's why you don't make a move till
I come out of the fitting room.

MAX
In a dress.

JACKIE
Well, a suit. There's one I had my
eye on.

The phone rings.

JACKIE (CONT'D)
Excuse me.


INT. MELANIE'S APARTMENT - NIGHT

EXTREME CLOSEUP - Ordell on the phone

ORDELL
It's Ordell. We got a bit of a change
in plans here. Nothing to worry 'bout
- everything's the same - except for
one change. That bitch you saw in the
mall, Simone. She wasn't here today,
cause she split on me.
(pause)
Me an Louis went over to her place
,she's gone. She's gone and all her
shit's gone and so's my ten thousand
dollars.
(pause)
It ain't nothin' to worry about,
girl. Everything's just like we
discussed. Except when you do the
switch, instead of Simone, it's gonna
be Melanie.

Melanie is lying on the couch, sprawled out like a cat.
Louis sits at the other end of the couch. They're
watching "Dirty Mary and Crazy Larry" on TV.


ON TV

Peter Fonda and Susan George make jokes as they're
pursued by police cars.

They can hear Ordell on the phone. Melanie smiling at
Louis, flirtatiously and conspiratorially lifts her bare
foot and rubs his arm with it. Louis turns to her and
gives her a look that says: "I'm not on your side, bitch.
So knock it of."

Melanie sees this and takes her foot away.

Louis turns back to the television.


CLOSEUP MELANIE

Looks at Louis for a moment, then sighs, saying under her
breath;

MELANIE
Chicken shit.

FADE TO BLACK


TITLE CARD:

"MONEY EXCHANGE 550,000"

FADE UP:


A GRAPHIC MAP

With Mexico and California on it. On the Mexico side we
see "CABO SAN LUCAS" with a big circle around it. On the
California side we see "LAX" in a similar circle. The
tiny figure of a black AIRPLANE appears in the Cabo
circle. With appropriate SOUND EFFECTS it takes off from
Cabo, flying towards LAX, leaving a dotted line behind
it. The CAMERA moves into a CLOSEUP of the little black
airplane.

CUT TO:


CLOSEUP JACKIE

Looking down...


INT. AIRPLANE BATHROOM - DAY

Rearranging her bag. The five hundred thousand inside
takes up half the space. She tucks lingerie around the
edges, covers the money with blouses, shoes, and skirts
and ties I all down tight. Then places a fat envelope
with fifty thousand right on top.


INT. CABIN - AIRPLANE - DAY

Jackie steps out of the bathroom, walks down the aisle,
and is stopped by a PASSENGER.

PASSENGER
Listen, Miss, I'm waiting for a drink
and you spend half the fuckin' flight
in the can. Soon as we land I'm
making a formal complaint.

JACKIE
Why, because I called you an asshole.

PASSENGER
You didn't call me that.

JACKIE
I didn't? Oh, well, you're an
asshole.


INT. LAX PARKING STRUCTURE - DAY

SUBTITLE APPEARS BELOW:

"TIME: 3:00"

Jackie steps into the LAX parking structure, pulling her
bag on wheels behind her.

Waiting for her is Ray Nicolet.

NICOLET
We have to stop meeting like this.

They fall into step towards her car.

JACKIE
You said that the last time.

NICOLET
Well, it's true, isn't it? After his
is buttoned up we could meet
someplace else. What do you think?

JACKIE
We could, if I'm not in jail.

NICOLET
Oh, that's taken care of. I called
the State Attorney's Office. You were
no-filed this morning in Circuit
Court.


CLOSEUP JACKIE

This information stops Jackie in her tracks.

JACKIE
Are you saying I'm off the hook?


JACKIE'S POV

Nicolet, who kept walking when Jackie stopped, looks back
at Jackie.

NICOLET
Free as a bird. I still expect you to
finish the job, though. How much do
you have this time?

Jackie starts walking again

JACKIE
Fifty thousand, like I said. He's
pretty sure he's gonna need it for
bail.


INT. JACKIE'S HONDA - DAY

Jackie and Nicolet in the parked car. Ray has the flight
bag in his lap.

He unzips it.

He sees the clothes with the envelope on top.

Jackie watches all of this.

NICOLET
That's fifty thousand, huh? It
doesn't look like that much.

JACKIE
I was told ten thousand in each pack.

NICOLET
You didn't count it?

JACKIE
I never have. It's not my money.

He puts the envelope back in the bag and feels through
the folds of a skirt.

NICOLET
He might have slipped some coke in
here. Did you check?

Jackie, cool.

JACKIE
Mr. Walker promised he'd never do
that again.

Nicolet's fingers move to a pair of black heels wedged
into the side... they touch the shoes... then move over
to the envelope, opens the clasp and takes out five
rubber-banded bond packets of loot.

JACKIE (CONT'D)
Ever been tempted?

NICOLET
What? To put one of these in my
pocket?

JACKIE
Uh-huh.

NICOLET
If I did, I'd have to give you one,
wouldn't I? Or we could take what we
want. No one knows how much there is
except us, right?

JACKIE
Yes. All those things are true.

NICOLET
After all, it don't belong to nobody,
right?

JACKIE
That would be one point of view.

NICOLET
Yeah, well, it's not a point of view
that A.T.F. shares. Once we make it
evidence, it belongs to us. You are
now officially out of trouble. Don't
do nothing stupid, now.

JACKIE
How can I do anything if I'm being
watched every second?

NICOLET
I'm glad you realize that. Saves me
the trouble of pointing it out to
you.
(holding up the money)
Put this in your shopping bag. It's
what I expect to find when I look in
Sheronda's. Comprende?

JACKIE
Si.


INT. MAX CHERRY'S OFFICE - DAY

Max Cherry sits behind his desk. WINSTON POWELL, the big
black guy from the photo, is at the other desk on the
phone. Max looks at his watch.

SUBTITLE APPEARS BELOW:

"TIME: 3:30"

Max stands up, takes the sport coat from the back of his
chair, putsit on, and walks over to Winston's desk.
Winston, still on the phone, looks up.

MAX
I'm going out for a few hours.

WINSTON
(to phone)
Hold on a minute.
(to Max)
Where you going?

MAX
I'm going to Del Amo, see a movie,
get something to eat.

WINSTON
Watcha gonna see?

MAX
Whatever looks best and starts the
soonest.

WINSTON
Have fun.

Winston goes back to the phone.

Max walks out of the office.


EXT. SAM'S HOFFIN BRAUR - DAY

Sam's Hoffin Braur (German for beer garden) is a strip
joint bar in downtown L.A.


INT SAM'S HOFFIN BRAUR - DAY

Ordell's on the pay phone. A STRIPPER strips in the b.g.

SUBTITLE APPEARS BELOW:

"TIME: 3:47"

ORDELL
What the fuck are you two still doing
there?!


INT. MELANIE'S APARTMENT - DAY

Louis stands in the empty living room, talking to Ordell
on the phone. Kate Bush plays in the b.g.

LOUIS
I was ready to leave ten minutes ago.

Ordell snaps at Louis, not so harsh Louis is forced to
retaliate, but enough to express his loss of patience.

ORDELL
Well, you the one in motherfuckin'
charge.

LOUIS
Well, she keeps saying 'in a minute.'

ORDELL
Go in there, snatch her by the hair,
and drag her big ass out. This is my
goddam money we're talking about. Get
your ass out the door.

He hangs up on Louis.

Louis, pissed at being hung up on and talked to like
that, hangs up the phone and turns his frustration where
it rightly belongs - Melanie.

Louis stomps towards the bedroom where the music's
playing.

LOUIS
We're leaving now!

MELANIE (O.S.)
All right already.


MONTAGE

We see a montage of the individual characters in route to
the mall.


JACKIE

In her Honda, smoking a cigarette, looking cool as usual,
driving to the mall. Her car plays seventies soul.


MAX

In his Cadillac Seville, cruising down Hawthorne
Boulevard to the mall. He plays hid Delfonics CD.


LOUIS AND MELANIE

In Melanie's Toyota drive towards the mall. Melanie
drives singing along with Kate Bush on her car stereo.


EXT. DEL AMO MALL PARKING LOT - DAY

Jackie's car pulls up to a lined parking space in the
parking lot.

SUBTITLE APPEARS BELOW:

"TIME 3:52"

Jackie gets out of the Honda with her flight bag. She
goes to her hatchback, takes a Robinson's May bag, lines
the first half of the bag with old paperbacks.

Then takes out of the flight bag the envelope with the
fifty-thousand marked dollars, takes one packet of ten
thousand, and puts it in her pocket. She lines the
envelope with forty thousand across the books, then fills
the rest of the bag with beach towels.

Then with her flight bag slung over her shoulder,
carrying the Robinson's May bag and with all the
confidence of a world champion prize fighter going into
the ring, she strides toward the hugs mall.


INT. DEL AMO MALL - DAY

Jackie enters the mall. She looks at the people buzzing
around. Any one of them could be surveillance.

She calmly walks down the mall, then turns into the
Roinson's May store.


INT. ROBINSON'S MAY - DESIGNER CLOTHES - DAY

Jackie, in her Cabo Air uniform, walks up to a young
Asian saleswoman named Amy in the Robinson's May designer
clothing area.

The saleswoman smiles when she sees Jackie.

AMY
Can I help you?

JACKIE
Yes, you have a suit I've had my eye
on.

Jackie steps out of the fitting room wearing a real
sharp, badass, black suit with a white blouse.

AMY
Oh, my God. You look so cool.

Jackie moves over to the mirror, and checks herself out.

JACKIE
This looks pretty good on me.

AMY
Are you kidding, it looks great. You
wear this to a business meeting,
you're the badass in the room. But
you can go out dancing in this too.
It's a total power suit.

Jackie studies her reflection.

JACKIE
I think I'm gonna just get this for
today. I'm in kind of a hurry. Would
you mind ringing this up while I
change out of it?

AMY
Not a problem.

JACKIE
Thanks.

Jackie walks into the fitting room.


INT. FITTING ROOM - DAY

She walks down the fitting room hallway with changing
cubicles on her right, enters the last one.

She closes the door and sits down on the bench in between
her flight bag full of money and the Robinson's May bag.

A full-length mirror is straight I front of her. She
looks at herself... when someone comes into the stall
next to her.

Melanie's voice comes from the other side of the wall.

MEALNIE (O.S.)
Jackie?

JACKIE
Hi, Melanie.

MELANIE (O.S.)
Are you getting that black suit?

JACKIE
Yeah, do you like it?

MELANIE (O.S.)
It looks good on you.

JACKIE
Do you got something for me?

MELANIE (O.S.)
You betcha.

A Robinson's May bag, like Jackie's, filled with towels,
comes sliding underneath the stall.

Jackie picks up her Robinson's May bag, filled with
books, towels and the marked forty-thousand dollars.

She takes the loose packet of ten-thousand marked dollars
and lies it on top of the bag.

As she does all this Melanie continues talking.

MELANIE (O.S.) (CONT'D)
We coulda worked this. You know that,
dontcha? You would've made out a lot
better than you're going to, believe
me.

Jackie slides the Robinson's May bag with money under the
stall.

Melanie sees the money on top and stops talking.

JACKIE
I put a little cherry on top. You're
right. What the hell he ever do for
us?

MELANIE (O.S.)
(quietly)
Thanks.

JACKIE
Now be careful with that bag. You
don't want it ripping open on you in
the middle of the store.

We hear the SOUND of Melanie leaving.

Jackie then transfers the half of a million dollars out
of her flight bag into Melanie's Robinson's May bag. She
sticks her uniform in the flight bag.

Then takes the towels and puts them on top of the money.
She grabs her flight bag and leaves, leaving behind the
Robinson's May bag filled with half of a million dollars.


INT. DESIGNER CLOTHES - DAY

Jackie, looking sharp in her new suit but acting a touch
frantic and anxious, walks rapidly toward the sales
counter where Amy waits for her.

JACKIE
I'm sorry, I just decided to stay in
the suit - get out of that damn
uniform.

AMY
Oh, that's not a problem.

As Jackie and the salesgirl complete their transaction
the CAMERA CIRCLES them, SLOWLY at first, but more
RAPIDLY each go-around. They complete the transaction and
as Jackie starts to leave, she stops and says to Amy;

JACKIE
Oh, somebody left a shopping bag in
there. Looks like beach towels.

She leaves. We follow her...


INT. DEL AMO MALL - DAY

... Jackie walks out of Robinson's May hurriedly into the
main mall. The calm, cool stride we're used to with
Jackie is completely gone.

She stops, looks around, head darting from one direction
to another. She looks in a panic. The CAMERA begins to
twirl around her. She seems to be looking for something
she doesn't see. She looks helpless and on the verge of
tears.

As the twirling CAMERA circles her, she screams;

JACKIE
Ray! Ray! I need you! Come out! She
took the money.

The CAMERA stops twirling.

Nicolet, Dargus, and two other plainclothes cops, come
running out of a store towards Jackie. As they reach her,
a frantic Jackie yells;

JACKIE (CONT'D)
Melanie burst in the dressing room
and took the money!

CUT TO:


EXT. PARKING LOT - DEL AMO MALL - DAY

Louis and Melanie pull up to a lined parking space in
Melanie's Toyota.

SUBTITLE APPEARS BELOW:

"TIME: 4:12"

Louis is the first out of the car.

LOUIS
Come on, goddammit, we're late!


INT. DEL AMO MALL - DAY

We STEDICAM in front of them, Louis the rapid pacesetter,
pulling Melanie behind him by the hand. Melanie carries
the Robinson's May switch bag.

MELANIE
Jesus Christ, get a grip, Louis.

LOUIS
We shoulda been there already and we
woulda been if it hadn't been for
your fuckin' around!

They go inside Robinson's May...


INT. ROBINSON'S MAY - DAY

... We STEDICAM into Robison's May with them. We lose
them for a moment behind racks of dresses and mannequins,
but end up landing on Jackie in her black suit, looking
in a mirror and talking to Amy on the Designer Clothes
floor.

AM
... You wear this to a business
meeting, you're the badass in the
room...

We PAN away and find Louis and Melanie by a dress rack,
watching Jackie.

MELANIE
That's a nice outfit on her. I'm
gonna go over and look at this Michi
Moon display.

LOUIS
Just stay right fuckin' here, all
right?

MELANIE
Are you sweating?

Louis' hand immediately goes to his forehead and touches
dampness.

MELANIE (CONT'D)
Job a little too much for you?

Louis shoots Melanie a hard convict look.

Melanie smiles at him, feeling the stare, but too much of
a natural-born smart ass to change.

MELANIE
I'll be over here. You're too
conspicuous.

Louis looks over at the fitting room. Jackie is going
inside it, and the saleswoman is walking away towards
him.

He watches the saleswoman walk by him, then looks back in
time to see Melanie enter the fitting room.

LOUIS
(under his breath)
Goddammit, not till I tell ya.

He decides he's watching the fitting room entrance too
much, so he starts throwing his look around when he sees
something that stops him cold.


MAX CHERRY

Max is looking at dresses, paying no attention to the
fitting room.

He thinks, 'what the fuck is Max Cherry doing here?'

Max, doing what he's doing, looks up and sees Louis
staring at him across the floor. Max smiles and gives
Louis a wave before turning his back to him and continues
to do what he was doing.

He quickly looks around the store to see anything else;
any more surprise guests, possible police surveillance.
Everything looks normal. The saleswoman is behind the
register ringing up Jackie's purchase. The few customers
there are doing customer stuff.

Then he sees Melanie come out with a Robinson's May bag
and head down a different aisle.

He hurries down his aisle and cuts her off. Their whole
fight is said tense and low.

LOUIS
What are you doin'?

MELANIE
I'm getting out of here. What do you
think?

LOUIS
Lemme have the bag.

MELANIE
Fuck you. I can carry it.

She tries to push past him, and he catches her by her arm
and pulls her around.

LOUIS
Goddam you. Gimme that bag,

MELANIE
Watch it, dipshit. You wanna rip the
fuckin' bag?

LOUIS
Gimme that bag before I knock you out
and take it.

Melanie realizes Louis ain't fuckin' kiddin'. Not only
that, this old guy looks close to buggin'. She lets go of
the bag.

MELANIE
Okay, okay. Take it. Jesus, what's
wrong with you?

He takes it. They start walking. We STEDICAM in front of
them.

LOUIS
I'm carrying it.

MELANIE
Okay, you got it. Just take a chill
pill, for christ sake.

Louis has had enough of her slang and says tensely
through gritted teeth;

LOUIS
Fuck you with your chill pill.

In mid-walk, Melanie asks him;

MELANIE
Remember where we came in?

Louis stops dead. He looks around, confused.

MELANIE (CONT'D)
(like a teacher on Romper
Room)
Nooo, that's towards Sears. We came
in through Bullocks. I know where it
is. Want to follow me, Lou-is?

Pissed, he leaves FRAME. Melanie, wearing her Melanie
smirk, follows behind.


EXT. PARKING LOT - DEL AMO MALL - DAY

Louis, clutching the shopping bag close to his chest,
walks rapidly down an aisle of parked cars.

Melanie follows close behind.

We STEDICAM alongside. We walk for awhile, Louis changes
direction to another aisle. WE'RE NOW IN FRONT of him. We
see he has a searching look on his face.

MELANIE
You have no idea where you parked, do
you?

Louis doesn't answer.

Melanie laughs.

MELANIE (CONT'D)
Jesus, but if you two aren't the
biggest fuck-ups I've ever seen in my
life... How did you ever rob a bank?
When you robbed banks, did you have
to look for your car then too? No
wonder you went to jail.

Louis could kill her right now. Just take his gun out of
his pants and shoot her in her snickering face. But
instead of doing what he wants, he does what he should.
He doesn't answer of look back. (If he looked back and
saw that Melanie-smirk, he couldn't e responsible for
what happens.)He changes directions, cuts down another
aisle and hopes for both their sakes she shuts the fuck
up.

But our Melanie just keeps on being Melanie.

MELANIE (CONT'D)
Is it this aisle, Lou-is?

LOUIS
Yeah, down the end.

MELANIE
You sure?

They walk it; it's not it.

Louis changes direction and cuts between some cars to the
next one.

MELANIE (CONT'D)
Is it this aisle or the next one
over?

LOUIS
This one.

MELANIE
You sure?

In between two cars, Louis spins on her.

LOUIS
Don't say anything else, okay? I'm
telling you, keep your mouth shut.

Melanie was surprised by the spin, but is about to say
something anyway when Louis put his hand up and says;

LOUIS
I mean it. Don't say one fuckin'
word.

MELANIE
Okay, Lou-is.

That did it!

Louis whips out the Beretta Ordell gave him, shoots
her... BAM... in the belly.

She bounces OFF one of the cars and goes down.

BAM... Louis shoots her again on the ground.

One; to make sure. Two; cause it felt good.

Then he hurries of for his car. WE FOLLOW IN FRONT OF
HIM. He looks around, then yells out;

LOUIS
See, just where I fuckin' said it
was!

He hops in the car, and throws it into reverse.

We can se Melanie's bare legs sticking out from a row of
cars. Louis stops the Toyota alongside the dead Melanie,
and yells through the passenger window;

LOUIS
Hey, look. I found it!

He drives away.

CUT TO:


EXT. PARKING LOT - DEL AMO MALL - DAY

Max Cherry's Cadillac Seville pulls up to a lined space
in the parking lot.

SUBTITLE APPEARS BELOW:

"TIME: 4:04"

Max gets out of his car and casually strolls towards the
Del Amo Mall.


INT. ROBINSON'S MAY - DAY

Max, hands in pocket, strolls unhurriedly through the
Robinson's May store.

He walks around the store, keeping one eye peeled toward
the Designer Clothes section. He walks up to a jewelry
counter and begins looking at he pieces in the display
case, when a pretty, young SALESGIRL comes up to him.

SALESGIRL
Can I show you something?

MAX
Not right now. I'm just killing time
waiting for my wife. But thanks,
anyway.

SALESGIRL
Sure thing. If anything grabs you,
don't be shy.

MAX
Thanks, I won't.

She goes off.

He looks towards Designer Clothes and sees Jackie walking
out of the fitting room wearing the cool black suit.

AMY
Oh, my God. You look so cool.

Jackie moves over to the mirror and checks herself out.

Max looks back to the jewelry display case, saying under
his breath;

MAX (CONT'D)
(low)
And away we go.

Jackie looks at her reflection in the mirror. Then she
lifts her eyes, meeting Max's across the room. Max gives
her a nod of his head to show he approves. Jackie smiles
and breaks contact, turning to Amy. We hear her say from
a distance. "This looks pretty good on me."

Max hears a commotion behind him and turns to see Louis
and Melanie hurriedly making their way towards Designer
Clothes.

He turns his attention back to browsing through dresses
on a rack.

He sees Louis and Melanie squabbling.

He sees Jackie disappear into the fitting room.

He sees Amy leaving the fitting room entrance.

He watches Melanie, by herself, watch Amy leave. Melanie
watches the fitting room for a few moments. Gathering her
courage, then makes her move, entering the fitting room.

Max smiles to himself, "so far so good" he thinks. He
throws a look towards Louis, only to see Louis staring
dead at him with an unhappy look on his face. Max returns
the look with a smile and a wave then turns his back on
his before he can see a reaction.

Max continues his fake browsing.

He sees Melanie come out of the fitting room carrying a
Robinson's May bag close to her chest.

She and Louis disappear.

He sees Jackie come out of the fitting room, go over to
Amy and buy the dress. Jackie goes into her act, acting
agitated and distracted as she talks to Amy, pays with
cash, then leaves stopping to say;

JACKIE
Oh, somebody left a shopping bag in
there. Looks like beach towels.

She's gone.

Amy is left alone by the cashier counter.

It's Max's turn.

As Max looks at Amy, then at the fitting room entrance,
he says to himself;

MAX
Max, old boy. You've spent nineteen
years dealing with people who take
incredible risks. You walk over to
that counter, you're gonna find out
what it's like.

Max takes a few moments...

... then walks over to Amy.

MAX
Excuse me, but my wife thinks she
left a bag of beach towels in the
fitting room?

AMY
Yeah, I think they're back there. Go
get 'em. There's nobody in there. I
think they're in the last stall.

MAX
Thanks.

Max walks toward the fitting room, enters it, walks down
the length of stalls, and stops in front of the last one.

He opens the door to the stall. Sitting in the corner is
the Robinson's May bag. He walks over to it, lifts out
the towels, and sees all that money. He replaces the
towels, picks up the bag and leaves. HE walks across the
Designer Clothes, passes by Amy, says;

MAX
Got 'em, thanks.

AMY
Sure thing.

Max walks unhurriedly toward the door that leads to the
parking lot.


EXT. PARKING LOT - DEL AMO MALL - DAY

He's outside; nobody's stopped him. He keeps walking
towards his blue Seville. He keeps walking unhurriedly,
never looking back. He gets to his car, uses opening the
car door as an excuse to look back at the mall.

It's normal. Nobody's after him, nobody's watching him.
He made it. It worked.

Max allows himself a smile, gets into his Cadillac with
his half-a-million bucks and drives away.


INT. SAM'S HOFFIN BRAUS - DAY

Ordell sits at the bar in Sam's drinking a screwdriver
and watching a stripper strip.

BARTENDER
There a Ordell here?

ORDELL
That's me.

The bartender hands him the phone.

BARTENDER
Don't talks all day.

Ordell takes the receiver.


INT. TOYOTA (MOVING) - DAY

A stressed Louis drives the Toyota, calling Ordell on
Ordell's tiny cellular.

LOUIS
It's Louis.

ORDELL
(now into phone)
Did you get it?

LOUIS
I got it. Listen, there's something
else I have to tell you.

ORDELL
When I see you. Pick me up at Sam's.
You count the money?

LOUIS
I haven't even looked at it yet, it's
still in the shopping bag.

ORDELL
Melanie must be dyin' to see it.
(pause)
Louis.

LOUIS
That's what I got to talk to you
about. You see, Melanie was giving me
a hard time -

ORDELL
- Not now, pick me up.

Louis hears the phone disconnect.


EXT. SAM'S HOFFIN BRAUR - DAY

The Toyota pulls up to the back of the bar. Ordell hops
in, the car takes off.


INT. TOYOTA (MOVING) - DAY

Oredell in the passenger seat, bends over to the
backseat, grabs the shopping bag, and brings it to his
lap. He looks like a kid at Christmas.

ORDELL
You keep drivin' down Ninth, to where
they got all them car dealerships.
We're gonna leave this heap in a
parking lot and get one the cops
don't know about.
(pause)
Hey, where's Melanie?

LOUIS
That's what I gotta tell you. She
bugged me the whole time. Got pissy
with me 'cause I wouldn't let her
carry the bag. Started running her
fuckin' mouth... I couldn't remember
right away when we came out where the
car was parked, so she got on me
about that. "Is it this aisle Lou-is,
is it that one?" She was totally
fuckin' with my nerves.

ORDELL
So what, you left her there.

LOUIS
I shot her.

Ordell just looks at him.

LOUIS (CONT'D)
I expect she's dead.

Ordell still doesn't say anything... then says;

ORDELL
You shot Melanie?

LOUIS
Twice. In the parking lot.

ORDELL
Couldn't talk to her?

LOUIS
You know how she is.

ORDELL
You couldn't just hit her?

LOUIS
Maybe... but at that moment... I
dunno...

ORDELL
You shot her twice?

LOUIS
Uh-huh.

ORDELL
So you're sure she's dead.

LOUIS
Pretty sure.

ORDELL
Where did you shoot her?

LOUIS
In the chest and stomach.

ORDELL
Well, if you had to do it, you had to
do it. What we don't want is that
bitch surviving on us. Anybody but
that woman.

Ordell shrugs it off, and digs into the shopping bag. He
pulls out the towels and sees forty-thousand dollars on
top of a bunch of paperbacks. His stomach drops. He just
looks inside the bag for the longest time.

Louis drives, oblivious to Ordell's dilemma.

ORDELL (CONT'D)
(quiet)
Louis?

LOUIS
(not looking at him)
What?

ORDELL
Where's the rest of it?

LOUIS
(looking at him)
How much it there?

ORDELL
Maybe forty, maybe not that much.

LOUIS
You said five hundred and fifty!

ORDELL
(calm)
So you light, ain't you. You light
about a half-a-million.

LOUIS
Look, that's the bag she came out
with. She never even put her hand in
it, and neither did I.

ORDELL
Came outta where?

LOUIS
The fitting room. It went down
exactly the way it was supposed to.

ORDELL
How long was she in there?

LOUIS
Maybe a minute. She came right out.

ORDELL
Louis, You tellin' me the truth?

LOUIS
Look, I swear to fucking god, she
came out with that bag and I took it
from her.

ORDELL
Then what?

LOUIS
We went to the parking lot.

ORDELL
Where you shot her.

LOUIS
That's right.

ORDELL
You sure she ain't somewhere with a
half-a-million dollars I worked my
ass off to earn?

Louis looks at Ordell;

LOUIS
(quietly)
Fuck you for asking me that.

ORDELL
Pull the car over.

Louis pulls it over, and stops on Ninth.

ORDELL (CONT'D)
What'd you shoot her with?

LOUIS
It's in there.

Ordell opens the glove box and takes out the Beretta. He
smells the end of the barrel. He releases the magazine.

LOUIS (CONT'D)
What's that gonna tell you" If I was
really pullin' a burn, I'd have taken
two out, wouldn't I? I thought you
trusted me.

Ordell looks at him. Louis didn't burn him.


CLOSEUP ORDELL

He thinks.

DISSOLVE TO:


CLOSEUP JACKIE

Holding a bunch of money, looking into the camera, and
saying with a smile;

JACKIE
Gotcha, nigga.

DISSOLVE BACK
TO:


CLOSEUP ORDELL

Jackie's gonna die. He slaps the magazine back into the
Beretta.

ORDELL
Okay, so it was Jackie Brown.

LOUIS
If she's got it, why didn't she take
it all?

ORDELL
'fore I blow that bitch's brains out,
I'll ask her.

LOUIS
Maybe the Feds got it.

ORDELL
If there were nothin; in here but
towels, maybe she didn't get a chance
to take it from her suitcase and
A.T.F. got it. But, she put these
fuckin' books in here to trick our
ass.

LOUIS
That's why I never checked it. The
bag felt right.

ORDELL
Then she throws forty thousand in
here, to rub the shit in my face,
know what I'm saying? She wants me to
know she ripped me off.

LOUIS
I don't know. Either she has it or
the Feds.

ORDELL
Or...
(pause)
... she gave it to somebody else
first, before Melanie went in the
dressing room.

It gets real quiet in the car, as Louis remembers
something.

LOUIS
Jesus Christ.

ORDELL
What?

LOUIS
You know who I saw in the dress
department?

ORDELL
Tell me.

LOUIS
I didn't really think anything of it.
No - I did wonder what he was doing
there, but didn't think it had
anything to do with us. You know like
maybe he was there with his wife or
girlfriend.

ORDELL
You gonna tell me who it was?

LOUIS
Max Cherry.

Ordell has to look away from Louis, takes a beat, then
looks back.

ORDELL
You see Max Cherry in the dress
department. We're about to be handed
half-a-million dollars - Man, look at
me when I'm talking to you! And you
don't think nothing of him being
there!

LOUIS
Do Max Cherry and Jackie Brown know
each other?

ORDELL
Hell, yes, they know each other. He
bonded her out of county.

LOUIS
How am I supposed to know that?

ORDELL
You know the motherfucker's a bail
bondsman, don't ya? You know every
last one of them motherfuckers is
crooked as hell?

LOUIS
Why should I think anything's weird,
if I don't know nothin' about them
knowing each other?

ORDELL
Man, I don't want to hear your
fuckin' excuses!

Louis gets mad.

LOUIS
I ain't givin' you fuckin' excuses,
I'm givin' you reasons.

ORDELL
Oh, you gonna tell me the reason you
lost all the goddam money I got in
the world! Let me tell you the
reason, motherfucker! The reason is,
your ass ain't worth a shit no more!

Louis turns into the hard convict on the yard, and tells
Ordell;

LOUIS
(hard)
You best back off.

We hear a BAM.

Louis jerks.

Ordell shot him.

Louis falls back against the car door, eyes wide open,
staring at Ordell.

Ordell takes the pistol, works the barrel up higher on
Louis' side, right under him arm, and shoots him again.

This time Louis' head BANGS against the car door window.
He slumps over - his life gone.

Ordell looks at him.

ORDELL
What the fuck happened to you, man?
Shit, your ass use'ta be beautiful.

Ordell takes the bag and gets out of the car, leaving
Louis' dead body there.

DISSOLVE TO:


MEDIUM NICOLET

NICOLET
You didn't tell me you were gonna do
some shopping.


INT. NICOLET'S OFFICE (A.T.F. HEADQUARTERS) - DAY

Jackie, still dressed in her cool black suit, sits in a
chair in Nicolet's office. Davidoff between the fingers
of one hand, she holds a small, white styrofoam cup of
coffee in he other.

Ray stands.

JACKIE
I thought I did.

NICOLET
You didn't. I would think with all
this on your mind, you'd wait till
after.

JACKIE
I got there early. I've had my eye on
this suit - Wait, let's start over. I
got there early. The idea was to try
on the suit, see if I liked it. If I
did, get them to wrap it up, and
change back into my uniform. That's
what Sheronda's expecting me to wear.
Go meet Sheronda, give her the bag
with fifty thousand, and go home.

NICOLET
But you didn't do that.

JACKIE
Because I didn't have it. Ray, I
swear, Melanie came in and grabbed
it.
(pause)
And someone killed her for it.

Nicolet looks at Jackie for a moment.

NICOLET
Where's the bag she gave you?

JACKIE
She didn't give me one. I told you
before, Melanie wasn't part of the
plan. Ordell must of told her to do
it. She bursts in, grabs the shopping
bag, and takes off. What am I
supposed to do, go after her? I'm in
my fucking underwear. I had to get
dressed before I could do anything.
So I put this back on 'cause could
put this on faster than I could my
uniform.

NICOLET
You took the time to pay the
saleswoman.

JACKIE
I had to. I was frantic. I didn't
know what to do.

NICOLET
What did you do after that?

JACKIE
I went looking for you. I went
straight to the bookstore, 'cause
that's where you were last time, but
you weren't there. How the hell else
am I supposed to let anybody know
what happened? You didn't tell me how
to do that, did you? I knew I was
under surveillance, so when I
couldn't spot anybody, I started
yelling.

NICOLET
There was a guy with Melanie?

JACKIE
Not in the fitting room.

CUT TO:


A YOUNG WOMAN A.T.F SURVEILLANCE AGENT

Pretends to shop. She watches Louis grab Melanie.

NICOLET (V.O.)
We had our agent on you. She sees a
blonde come out of the fitting room
carrying a Robinson's May bag and
tussle with a tough-looking white
guy. The white guy takes the shopping
bag and they go.


BACK TO OFFICE

NICOLET
This guy with Melanie, that was Louis
Gara?

JACKIE
I didn't see him. I was in my
underwear. If it was a white guy, it
was probably Louis. He kill Melanie?

NICOLET
It's possible. You're saying you
don't have any idea what happened to
that fifty thousand?

JACKIE
I have no idea.

NICOLET
You'd take a polygraph on it?

JACKIE
If it'll make you happy.

NICOLET
I sure hope you haven't done anything
dumb Jackie.

Dargus comes to the doorway...

DARGUS
(to Nicolet)
Can I have a word with you?

NICOLET
Sure.

They both leave, leaving Jackie all by herself in the
room, smoking.

They both come back in.

Nicolet continues, Dargus takes a seat in the corner
saying nothing.

NICOLET (CONT'D)
Louis Gara's dead. L.A.P.D. found him
dead in a car on Ninth. And we've
lost Ordell.

JACKIE
I thought you were watching him.

NICOLET
We were, and we lost him. He walked
into a strip bar sometime around
three thirty and never came out. The
bar was on Ninth, less than a mile-
and-a-half from where Louis was found
dead. It looks like Louis's friend
shot him twice at point blank range.

JACKIE
So what happens now?

NICOLET
We pick up Ordell. We've got three
murders we can link him to. We have
the storage unit where he keeps his
guns, by tomorrow we'll have a search
warrant to go in and get him. And we
have you.

JACKIE
What about me?

NICOLET
What about you?

JACKIE
Do you think I took some of that
money?

NICOLET
I have no evidence of your taking
anything. You didn't pay for your
snazzy new suit with marked bills; I
was glad to see that. You've been
helping us out, you gave us Melanie
and Louis. Melanie had a packet of
marked bills stuffed in her shorts
when they found her, which goes a
long way backing up your story.

Jackie listens.

NICOLET (CONT'D)
I'll settle for Ordell with the
marked bills.

NICOLET
If you have something else going on
you haven't told me about, it's
between you and Ordell. All I gotta
say is, you better hope we find him
before he finds you.

DISSOLVE TO:


CLOSEUP ORDELL

On the phone.

ORDEL
... I can't leave here today... Mr.
Walker, I ain't goin' nowhere till I
get my money... You wouldn't have
that fuckin' boat weren't for me.
Man, I'm learnin' real fast who my
friends are... Mr. Walker?


INT. FILTHY APARTMENT - DAY

Ordell turn to a glassy-eyed black female junkie nodding
on the couch named RAYNELLE. The filthy apartment we're
in belongs to her.

ORDELL
Can you believe that shit?
Motherfucker hung up on me. Ingrate
nigger. Do things for people and
that's how they treat you. Goddamn
girl, how can you live like this?

He dials another number.

RAYNELLE
(stoned)
Like what?

ORDELL
Girl, this shit is repugnant.

WINSTON (O.S.)
(on other end of phone)
Cherry Bail Bonds.

ORDELL
Let me speak to Max Cherry.


INT. CHERRY BAIL BONDS - DAY

Winston behind his desk, on the phone.

WINSTON
He ain't here right now.

ORDELL
He leave town?

WINSTON
He's around.

ORDELL
Give me his home number.

WINSTON
I'll give you his beeper.

CUT TO:


A YOUNG BLACK COMEDIAN ON TV

Def Comedy Jam plays on TV, a black comedian does a nasty
stand-up routine.


INT. FILTHY APARTMENT - NIGHT

Ordell and Raynelle sit on the couch watching Def Comedy
Jam; neither one is laughing. Raynelle's too stoned.
Ordell's too tense. The phone rings, he jumps on it

ORDELL
Hello.


INT. CHERRY BAIL BONDS - NIGHT

Max on the other end behind his desk. Winston sitting on
the edge of the desk listening.

MAX
I've been looking for you.

Ordell's up and off the couch pacing.

ORDELL
You know who this is?

MAX
Mister Robbie, isn't it? I have the
ten thousand you put up. Isn't that
why you called.

Ordell doesn't say anything.

MAX (CONT'D)
The bond collateral on Beaumont
Livingston you moved over to cover
Miss Brown, remember?

ORDELL
She got off, huh?

MAX
They decided to no-file. Tell me
where you are and I'll bring you your
money.

Ordell doesn't say anything.

MAX (CONT'D)
You still there?

ORDELL
Looky here, I know you helped her and
I know you know what I want Jackie
can tell me any story come in that
pretty head of hers. Long as at the
end of that story, she hands over my
money. She do that, we're still
friends. Now, she don't wanna be my
friend no more, tell her to think
about ol' Louis. And if she tries to
turn me in, I'll name her ass as my
accessory. We'll go upstate together.
Hand in handcuffed hand. Now that
shit's a promise, understand what I'm
sayin'? You tell her that, and I'll
call you back.

Ordell hangs up. Back in control. He looks to the TV. One
of the COMEDIANS cracks a joke. Ordell laughs.

Max looks at Winston.

MAX
You're right, that was Ordell. You
have time, you think you could find
out for me where he's staying?

WINSTON
Cops can't locate him, huh?

MAX
They don't have your winning
personality.

WINSTON
Sure thing. I don't have to know what
I'm doing, long as you know.

MAX
I think I do. Is that good enough?


EXT. MOTEL - NIGHT

A low-rent motel. We hear a phone ring inside one of the
rooms.


INT. MOTEL ROOM - NIGHT

Jackie lies on a hotel bed, wearing a long t-shirt and
panties, watching TV that's chained to the wall.

She answers the phone.

JACKIE
Hello.


INT. MAX'S OFFICE - NIGHT

Max on the phone in his office, alone.

MAX
I know where he is.

This gets her attention. She picks up the remote to the
TV set and zaps the sound.

JACKIE
How'd you find out?

MAX
All Winston had to do was ask around.
Ordell's living in Long Beach with a
woman junkie.

JACKIE
How does Winston find him if A.T.F.
and all the local Police can't?

MAX
People talk to Winston. He's street,
same as them, they trust him. They
get busted, they know somebody who
can bond them out. I thought I might
drop in on him. He'll no doubt be
surprised to see me.

JACKIE
He's liable to shoot you.

MAX
On the phone I told him I have the
ten thousand he put up for your bond.
I could bring the money and the
papers for him to sign. Walk out and
call the Sheriff's department.

Jackie gets off the bed.

JACKIE
Ray wants him.

MAX
Everybody wants him, he's a homicide
suspect. It doesn't matter who brings
him in, he's gonna name you as an
accessory.

Jackie lights up a Davidoff.

JACKIE
That's why A.T.F.'s gotta make the
case. I'm their witness. They
wouldn't have a case without me. If
it's his word against mine, who are
they gonna believe?

MAX
It's not that simple.

Phone in one hand, smoke in the other, Jackie begins
pacing back and forth.

JACKIE
It never was, so I'm not gonna start
worrying about it now. Look, Ray more
or less believes my story, and he
more or less doesn't care. All he
really gives a shit about is getting
Ordell.

MAX
So how do we give Ordell to Nicolet?

JACKIE
Get Ordell to come to your office.

MAX
Set him up.

JACKIE
Uh-huh.

MAX
Tell him you want to see him?

JACKIE
Tell him I want to give him his
money.

MAX
Why?

JACKIE
I've chickened out. I'm afraid of
him. He'll like that.

MAX
What do you tell Nicolet?

JACKIE
Ordell called and wants to meet me
and I'm scared.

MAX
We get Ordell to come to my office.
Nicolet - is he already there, or
does he come busting in while we're
chatting?

Jackie takes a drag.

JACKIE
He's already there.

MAX
What if he hears something he's not
supposed to?

JACKIE
Well, we don't let that happen, now
do we?


EXT. FILTHY APARTMENT - NIGHT

Max at the front door or Raynelle's apartment. He pounds
on the door.

Ordell throws open the door.

ORDELL
What the fuck you doin' knockin on
the door like the goddamn police? You
lookin' to get shot?

MAX
I thought you might be asleep.

ORDELL
You keep fuckin' with me, you're
gonna be asleep forever.

He looks past Max.

MAX
I'm alone.

ORDELL
Git your ass in here.

Max enters, Ordell slams the door.

As Ordell turns away from the door, Maxis reaching into
his coat. Ordell brings his Beretta up at Max.

ORDELL
You better freeze, motherfucker!

Max freezes, his hand in his coat pocket.

MAX
You want your money? Your bond
refund?

He takes his hand out, it's holding stack of bills
wrapped in a rubber band. He tosses it to Ordell, who
catches it with his free hand.

ORDELL
That's all?

MAX
I have a bond receipt for you to
sign.

ORDELL
You know what the fuck I'm talkin'
about. You talk to her?

MAX
She wants to give you your money. If
she didn't, there'd be cops batter-
ramming the door right now.

ORDELL
How'd you find me?

MAX
Winston found you.

ORDELL
How the fuck did he find me?

MAX
That's what Winston does. He finds
people who don't want to be found.

ORDELL
Well, bully for that nigga. You say
she wants to give me the money, huh?

MAX
Uh-huh.

ORDELL
Well, give it to me then.

MAX
She wants to give it to you herself
and collect her ten percent. She also
wants to explain why she had to hold
on to it.

ORDELL
I'd like to hear that too. Turn
around and put your hands on your
head.

Max does this, Ordell pats him down.

MAX
Jackie didn't trust Melanie. She'd
already tried to get Jackie to go in
with her, split the half million
amongst themselves. What she did was
take quite a risk to see you get your
money.

ORDELL
Lift up your pant leg. You help her?

MAX
All I did was walk out with it.

ORDELL
And you did that to protect my
interest?

MAX
In a way, yes.

ORDELL
My ass be dumb, but I'm not a
dumbass. Go sit over there on the
couch.

Max does.

MAX
This place stinks.

ORDELL
You get used to it after a while. Now
tell me where my money's at.

MAX
My office.

ORDELL
And where's Jackie?

MAX
She's been there since Thursday
night.

ORDELL
She wanted to see me, why wasn't she
home?

MAX
She was afraid.

ORDELL
(laughs)
That I gotta see.

MAX
She still is. She doesn't want to get
shot before she can tell you what
happened.

ORDELL
Have her bring the money here.

MAX
It's in the safe. She can't get at
it.

ORDELL
Call her, tell her the combination.

MAX
I'm telling you, you got her spooked.
She won't leave there till you have
your money and you're gone.

ORDELL
You expect me to just walk in there?

MAX
If she wanted to set you up, you'd be
in custody right now. When you said
you'd name her as an accessory she
believed you. That scares her more
than anything.

ORDELL
That's why she's givin' up my money
huh? Not that bullshit about Melanie.
I didn't trust her ass neither, but I
knew how to handle her. She was my
blonde-headed little surfer gal. I
fuckin' told Louis he could've just
given her a punch in the mouth, he
didn't need to shoot her. She's at
your office.

MAX
Uh-huh.

ORDELL
By herself. That big mandingo nigga
Winston ain't there, is he?

MAX
She's all alone.

ORDELL
I call your office, she better answer
the phone.

MAX
She will.


INT. CHERRY BAIL BONDS - NIGHT

Jackie on the phone with Ordell, sitting behind Max's
desk.

JACKIE
I'll be here. Se ya' in a bit.

She hangs up the phone. Then starts dialing again...


INT. RAY NICOLET'S APARTMENT - NIGHT

A STEDICAM glides through the apartment, it falls on a
beeper "beeping", a gun, a wallet and car keys on a
dresser drawer... it leaves that and lands on a TV
screen: Tom Snyder is interviewing a guest on his show
... it leaves that and falls on two empty and one quarter-
filled beer bottles... it leaves that and falls on a
sleeping Ray Nicolet passed out in his reclining chair.
The sound of Tom Snyder and the faint beeping are heard
offscreen.


EXT. FILTHY APARTMENT - NIGHT

They leave the apartment walking to Max's car.

ORDELL
All the time I've known her, I never
heard her sound scared like that.
Ordinarily she's too cool for school.
I'm driving, gimme the keys.

Max hands him the keys. They climb in.


INT. CHERRY BAIL BONDS - NIGHT

Jackie sitting behind the desk. She opens the drawer to
her right, Max's .38 sits there. She closes the drawer.


INT. CADILLAC (MOVING) - NIGHT

Ordell behind the wheel, Max the passenger. Ordell plays
the radio, he likes the song and turns it up.


BACK TO JACKIE

Sitting alone in the office, she gets up and turns off
the lights. The office goes dark. No music.


BACK TO ORDELL AND MAX

The song plays LOUD. Ordell moves his head to the music
slightly. Mak sits silently in the passenger seat,
sneaking a look at Ordell every once in a while.


BACK TO JACKIE

Sitting behind Max's desk in the dark. She takes out her
Davidoffs and lights one up with her Bic. Her face is
illuminated for a moment - then it's out. She exhales a
drag. No music.


BACK TO ORDELL

CLOSEUP ORDELL

His face is ice, the music is LOUD.


BACK TO JACKIE

CLOSEUP JACKIE

She's cool as a breeze, smoking her brand. No music.


BACK TO ORDELL AND MAX

Music is LOUD. Ordell's driving. Max says;

MAX
It's the next street.

ORDELL
I know where it is.

MAX
Turn left.

ORDELL
I know where to turn.


BACK TO JACKIE

Sitting behind Max's desk. Headlights shine in the
window. She is lit by them. She puts out her Davidoff and
sits back in the chair. The light source cuts off.


BACK TO ORDELL AND MAX

Sitting in the parked Cadillac. Ordell has just turned
off the lights and turns to Max, Beretta in hand.

ORDELL
My money's in that office, right?

MAX
Uh-huh.

ORDELL
She starts givin' me some bullshit
about it ain't there. It's somewhere
else and we can go get it.
(he holds up his Beretta)
I'm shootin' you in the head right
then and there. Then I'm gonna shoot
her in the kneecap, find out where my
godamn money is. I go walkin' in
there and that nigga Winston or
anybody else is in there, you're the
first man shot, understand what I'm
sayin'?

MAX
Yeah.

ORDELL
Now, is there anything you want to
tell me before we get out of this
car?

MAX
No.

ORDELL
You sure?

MAX
Yes.

ORDELL
You better be, motherfucker.


EXT. CHERRY BAIL BONDS - NIGHT

They both get out of the Cadillac. Ordell sticks his gun
in his pants.

ORDELL
Get ahead of me and open the door.

Max steps in front of him, puts his keys in the lock and
opens the door.

ORDELL (CONT'D)
Step inside easy.

Max does.

Max sees; Jackie sitting at his desk in the dark.

Ordell sees this, too and moves past Max.

ORDELL (CONT'D)
Hey, girl, what the hell you sitting
in the goddamn dark for?

Max sees; Ordell moves past him... then he sees the
bathroom door on the left side of the desk open, throwing
light into the room, onto Jackie and the figure who steps
out of the bathroom... Mark Dargus.

Max sees; Ordell looks to Dargus, then back to Jackie.
Then Jackie says;

JACKIE
Mark...
(raising her voice)
... he's got a gun!

Max sees; Ordell almost jumps, his arm goes to the
Beretta in his pants...

... just as Dargus raises his gun and SHOOTS him three
times in the chest...

... Ordell drops o the ground like a sack of potatoes, he
lands at Max's feet.

Max looks down and sees Ordell's head by his shoes, look
of panic still on his face, dead as fried chicken.

Max sees Dargus come over, bending on one nee next to
Ordell's body.

Max looks over at Jackie, still behind the desk. She
looks eyes with Max for a moment, then stands and walks
over to the body.

Then Max sees ONE SHERIFF DEPUTY step out of the dark
holding a shogun ... then another... then Winston step
out of the bathroom.

DARGUS
He's dead.

Dargus looks up at Max;

DARGUS (CONT'D)
Does he have the marked bills on him?

Max still shaken;

MAX
In his inside coat pocket.

Dargus reaches in and pulls out the envelope containing
the forty-thousand marked dollars.

Max looks at Jackie.

She looks down at the dead Ordell with no expression,
just light up another Davidoff.

Dargus looks up at Max;

DARGUS
Why were you with him?

MAX
I went to give him his refund, so he
wouldn't have to come here.

DARGUS
How'd you know where he was?

MAX
I found out.

DARGUS
And you didn't tell the Police?

MAX
I told Jackie, and Jackie said you
wanted him.

Dargus looks down at he man he just killed.

JACKIE
Remember when Ray said you hoped
you'd get him before he got me?

Dargus looks up and nods his head.

JACKIE (CONT'D)
Well, you did. Thank you.

She takes a drag on her Davidoff.

FADE TO BLACK


INT. CHERRY BAIL BONDS - DAY

As opposed to the last scene late at night, it's early
morning. Max sits at his desk, filling out a report.

A SUB-TITLE APPEARS BELOW:

"TEN DAYS LATER"

Max hears someone go;

JACKIE (O.S.)
Knock knock.

Max looks up and sees Jackie Brown, standing in the
doorway. She smiles at him.

JACKIE (CONT'D)
Hey.

MAX FLASHES ON Jackie behind the desk.

JACKIE (CONT'D)
Mark... he's got a gun!

Dargus shoots Ordell, Ordell drops.


BACK TO OFFICE

Max smiles back.

MAX
Hey, you.

Jackie walks toward him.

JACKIE
I got your package. It was fun
getting a half-a-million dollars in
the mail.

MAX
Less ten percent.

JACKIE
Yeah, your fee. I had to figure that
out, since there wasn't no note.

She sits in the chair in front of his desk.

JACKIE (CONT'D)
Only this isn't a bail bond, Max.

MAX
I hesitated taking that much.

JACKIE
You worked for it - if you're sure that's all
you want.

MAX
I'm sure.

Pause between them.

JACKIE
I'm leaving, I have my things in my
car. Why don't you walk out with me?
I want to show you something.

Max hesitates.

JACKIE (CONT'D)
Come on, Max. I won't hurt you.

He smiles and gets up from the desk.

As she stands, Jackie says;

JACKIE (CONT'D)
I saw Ray the other day. Boy is he
pissed he missed all the excitement.

MAX
What's he doing?

JACKIE
He's on to a new thing. He's after a
guy who owns a gun shop he says is
"woefully and wantonly" selling
assault rifles to minors. He says
he's gonna take him down if it's the
last thing he does.

MAX
Did you tell him you were leaving?

JACKIE
I told him I might.


EXT. CHERRY BAIL BONDS - DAY

They walk outside and Max sees Ordell's black Mercedes
convertible.

MAX
That's Ordell's.

JACKIE
They've confiscated all his other
stuff. But this one's sorta left
over. The registration's in the glove
box, the keys were under the seat...
What's a matter" haven't you ever
borrowed someone's car?

MAX
Not after they're dead.

She walks around to the other side of the car, and looks
at him across the black Mercedes.

JACKIE
I didn't use you, Max.

MAX
I didn't say you did.

JACKIE
I never lied to you.

MAX
I know.

JACKIE
We're partners.

MAX
I'm fifty-five-years old. I can't
blame anybody for anything I do.

JACKIE
Do you blame yourself for helping me?

He shakes his head 'no.'

JACKIE (CONT'D)
'd feel a whole lot better if you
took some more money.

MAX
(smiling)
You'll get over that.

Jackie smiles.

MAX (CONT'D)
Where're you going?

JACKIE
Spain.

MAX
Madrid or Barcelona?

JACKIE
Start off in Madrid. Ever been there?

He shakes his head 'no.'

JACKIE (CONT'D)
I hear they don't eat dinner till
midnight.

Max doesn't say anything.

JACKIE
Wanna go?

MAX
Thanks, but you have a good time.

JACKIE
Sure I can't twist your arm?

MAX
Thank you for saying that, but no. My
business.

JACKIE
I thought you were tired of your
business?

MAX
I'm just tired in general.

JACKIE
Are you scared of me?

Max smiles and holds up two fingers, close to each other.

MAX
A little bit.

Jackie smiles back.

JACKIE
Come over here.

Max does.

They give each other a long, tender kiss.

She breaks it.

JACKIE (CONT'D)
I'll send you a postcard, partner.



THE END

Story by
Rick Berman   Brannon Braga
  Ronald D. Moore

Screenplay by
Brannon Braga   Ronald D. Moore


First Draft

September 29, 1995





1   A BLACK VOID                                                 1

We can hear movement. Strange skittering sounds, like
razor-claws on metal... the hiss of pneumatic hoses...
the whirr and click of servos... liquid gurgling... an
eerie, alien cacophony.

2   EARTH                                                        2

appears, hanging now in the starry blackness. The
alien noises continue, and far in the distance we hear
the muffled THUMP of what could be a distant explosion.
Alien TEXT suddenly appears next to Earth, and we
REVEAL we are in --

3   INT. BORG RECON CENTER                                       3

The image of Earth is actually on a monitor, which is
only one of DOZENS of MONITORS covering a huge wall.
We don't see anything of the rest of the room, but the
technology in view is distinctly alien and bizarre --
a mixture of organic and mechanical elements.
Circuitry and optical cabling are side-by-side with
what looks almost like arteries and organs. We can
still hear the creepy skittering and gurgling noises.
Occasionally, a SHADOWY FORM sweeps past the camera,
vaguely humanoid but we can't tell who or what it is.

All of the monitors are active, and they present myriad
IMAGES and SOUND -- all related to EARTH HISTORY. The
screens show everything from written Chinese... to
Renaissance paintings... to black and white newsreel
footage of World War Two... to what look like clips of
space battles from the 24th century. The entire range
of human history dancing across the monitors. The
effect is dizzying -- we get the feeling that whoever
is watching this is studying the human race.

There is another THUMP and the wall of monitors
SHUDDERS slightly. We hear the VOICE of what we will
come to know as the BORG COLLECTIVE -- thousands of
voices speaking at once :

BORG
Restrict search parameters to 1-9-
9-8 through 2-0-8-4.

The images on the monitors now change to show us images
from 21ST CENTURY Earth history.

Again, it's a collection of still photography, video
footage, text, artwork, etc. We hear snippets of sound-
bites, music, speeches from the period. A lot of
enticing details. As the images race across the
monitors, we should learn the following.

-- The turn of the 21st century brought chaos.
Regional wars, the collapse of the United Nations.
Societal break-down. Crime, starvation, desperation.

-- A Third World War. Nuclear explosions,
environmental disasters, tens of millions dead. The
United States ceases to exist. All political authority
vanishes. Humanity teetering on the edge of the Second
Dark Age.

-- The image of a single man -- ZEPHRAM COCHRANE. A
visionary scientist. He see the spacecraft he created
out of a nuclear missile. He flies the first warp
test, breaking the light barrier. It changes history.

-- Grainy black and white images of a VULCAN SCOUT SHIP
landing on Earth. They saw Cochrane's flight, followed
him back to Earth, and made First Contact with the
human race.

-- Humanity turns the corner. First Contact with an
alien civilization brings the planet together as never
before. Humans and Vulcans working together, beginning
to solve long-standing problems with new technology.
We see an early replicator producing food for the
starving millions. A new World Government is formed.

-- People from planet Earth and people from Vulcan form
an Alliance. They call it the United Federation of
Planets. And they commission a fleet of starships for
protection and exploration. They call it Starfleet.

-- These are images recounting the birth of the Star
Trek universe.

Another muffled EXPLOSION, this one stronger, SHAKES
the entire wall. One of the monitors BLOWS OUT in a
shower of sparks. And now a new voice, a woman's
voice, low, threatening, with a slight metallic
inflection, speaks for the first time:

WOMAN'S VOICE
Stop search. Calculate temporal
coordinates. J-Fourteen.

Another explosion ROCKS the room and it takes us to:

4   EXT. SPACE - A BORG SPHERE                                   4

A huge, spherical Borg warship as it takes a phaser
shot from an unseen vessel. The BLAST smashes into the
Borg Sphere, but the massive ship continues. The
Sphere returns FIRE. FOLLOW the Borg fire to --

5   A FEDERATION STARSHIP                                        5

locked in battle with the Borg Sphere. The Borg fire
DESTROYS the Federation ship in a fiery blast.

6   NEW ANGLE                                                    6

as the Borg Sphere flies away from the wreckage of the
decimated starship, and as it does, we reveal that this
is just one small part of --

7   A MASSIVE SPACE BATTLE                                       7

involving dozens of Starfleet and Borg vessels, engaged
in a fierce FIREFIGHT as far as the eye can see. Ships
turning, twisting, firing, exploding. Lots of movement.
It's a spectacular sight.

The Borg Sphere is moving away from the battle, heading
off in another direction.

8   NEW ANGLE                                                    8

In the middle of the battle. A BORG CUBE is attacking
a smaller Federation starship. The starship is taking
quite a beating... explosions all along the hull... it
doesn't look like it can take much  more of this.

Suddenly a spread of FOUR TORPEDOES come blazing in
from O.C. The torpedoes SLAM into the Borg ship,
causing massive damage.

9   THE USS ENTERPRISE NCC 1701-E                                9

SOARS into view and moves to protect the beleaguered
starship.

The Enterprise is Starfleet's newest and most powerful
vessel. An elegant and majestic ship. But unlike the
last Enterprise, Starfleet has opted for a more
muscular vessel and the hull is studded with weapons
and other defensive armory. We get the feeling this
Enterprise is ready for anything.

10   INT. ENTERPRISE-E - BRIDGE                                  10

The Bridge has been redesigned. A single Captain's
chair dominates the room, and surrounding consoles and
stations all face inward instead of out, giving Picard
instant access to his officers. PICARD in the
Captain's chair. RIKER at a new Ops station. DATA at
the helm. WORF at Tactical. TROI at Communications,
various CREWMEMBERS at their posts. The ship is at Red
Alert and everyone is tense.

PICARD
Signal the Endeavor to fall back.
We'll cover them.

TROI
Aye, sir.

She works her console.

11   EXT. SPACE - THE ENTERPRISE   BORG SHIP                     11

The Endeavor moves off as the Borg FIRE at the
Enterprise and BLASTS the saucer section. This should
also produce an unusual effect -- instead of the
traditional "bubble" shielding, the new armor of this
Enterprise ABSORBS the blast and dissipates the energy
across the hull. The ship is undamaged.

12   INT. BRIDGE                                                 12

The ship is ROCKED by the blast.

DATA
Dispersive armor is holding.

PICARD
Bring us about. Target Borg ship
alpha four, port side battery.

WORF
Port battery, ready sir!

PICARD
Fire.

13   EXT. SPACE - THE ENTERPRISE                                 13

As RAPID PHASER SHOTS leap out from half a dozen points
along the ship's port side. (NOTE: The phasers also
look different, more along the lines of a gatling gun).
The Borg Cube EXPLODES. The Enterprise flies through
the debris.

14   INT. BRIDGE                                                 14

Including MAIN VIEWSCREEN, which has a view of the
chaotic battle surrounding them. Another Borg vessel
looms into view.

PICARD
Starboard battery -- fire.

15   EXT. SPACE                                                  15

The Enterprise fires a burst of phasers -- but this
time, the phasers have no effect. We see a strange
SHIELDING appears around the Borg ship.

16   INT. BRIDGE                                                 16

On the main viewer, the massive Borg ship looms closer.

DATA
The Borg ship has modified its
shields, Captain. Our phasers
will no longer be effective.

PICARD
Ready quantum torpedo.

WORF
Aye, sir. Only three left.

Another JOLT as we're hit.

GEORDI'S COM VOICE
La Forge to bridge.

PICARD
Go ahead.

INTERCUT:

17   INT. MAIN ENGINEERING                                       17

Where GEORDI and N.D. Engineers are rushing about, hard
at work. Geordi is no longer wearing his VISOR -- he
now has artificial ocular implants for eyes. They have
a distinctive electronic look to them.

GEORDI
Captain, I'm starting to worry
about the hull integrity. We've
been running the support field at
full power for three hours
straight. I don't know how much
longer it's going to hold up.

PICARD
Understood. Keep me informed.

END INTERCUT:

18   INT. BRIDGE                                                 18

The Borg cube is huge on the main viewer as the
Enterprise rushes toward it.

TROI
Incoming transmission from the
Borg.

PICARD
On screen.

Data works and the viewer changes to a view of the
INTERIOR of the BORG CUBE. A vast CHAMBER crammed with
HUNDREDS of BORG DRONES standing upright in individual
alcoves. They're everywhere -- on the ceiling, walls,
floor. This is a BORG COLLECTIVE -- hundreds of Borg
that form a gigantic "hive" mind. The Borg are half-
man half machine. No individual personalities. No
feelings. They have only one goal in life: to
assimilate new races into their collective. To become
a Borg is to experience living death. When they speak,
they speak as a collective -- thousands of voices
speaking as one:

BORG
Your defense perimeter is
useless. You will be assimilated.

PICARD
(to Borg)
Break off your attack. By now,
you must realize you can't win...

BORG
Your opinion is irrelevant. We
are the Borg. Resistance is
futile.

PICARD
We'll see about that...
(to Worf)
Fire.

Worf works.

19   EXT. SPACE - THE ENTERPRISE - CLOSE ON TORPEDO BAY          19

A QUANTUM TORPEDO BLASTS out of the launcher and heads
toward the Borg cube. This torpedo is completely
different than the traditional photon torpedo. It
oscillates and changes shape and color as it streaks
toward the Borg ship.

20   THE BORG SHIP                                               20

as the quantum torpedo HITS IT. But instead of
exploding on the surface, the torpedo PIERCES the ship
like an armor-piercing shell and momentarily VANISHES
from view. The ship then EXPLODES like a star going
supernova -- bright light and shock waves.

21   INT. BRIDGE                                                 21

The ship is ROCKED violently by the shock wave. People
hanging on.

DATA
Main power still on-line, Captain.

Riker looks at his console.

RIKER
Casualties are light, Captain.
Minor buckling on the port
nacelle. Nothing serious.

WORF
Incoming message from the Starship
Intrepid. Admiral Hayes.

PICARD
On screen.

The viewer shows ADMIRAL HAYES on the Bridge of his
starship.

ADMIRAL HAYES
The new quantum torpedoes are
doing the trick, Jean-Luc. We've
destroyed forty-seven Borg ships
so far... and only lost fifteen of
our own.
(beat)
But one of the Borg ships has
broken through our defenses, and
it's heading directly for Earth.
Can you handle it?

PICARD
Absolutely.

ADMIRAL HAYES
Good hunting. Hayes out.

PICARD
Mister Data, set a pursuit course.
Maximum warp.

22   EXT. SPACE - THE ENTERPRISE                                 22

as it breaks away from the battle...and races INTO
WARP.

23   EXT. SPACE - EARTH                                          23

There are Starfleet satellites and space stations in
close orbit. The Borg Sphere seen before enters frame.
The satellites open fire, but they have little effect
on the massive Borg Sphere, which returns fire,
EXPLODING them in orbit.

The Sphere heads down toward the Earth...

24   INT. BRIDGE                                                 24

DATA
We are approaching the Terran
System, Captain.

PICARD
Go to impulse. Where's the Borg
ship?

DATA
It has entered Earth orbit.
(off console)
Correction -- it is not in orbit.
It is heading directly toward the
surface.

PICARD
What?

Picard gets up, moves to Data's console.

RIKER
(incredulous)
Some sort of suicide tactic?

DATA
Unknown, sir. Suicide tactics are
not normally associated with the
Borg.

Data reacts to his console.

DATA
Sensors show a temporal signature
emanating from the Sphere. High
concentrations of tachyons...

Picard studies Data's monitor.

PICARD
And chronometric particles... it's
as though they're trying to create
a temporal vortex...

A beat as Picard makes a shocking realization.

PICARD
Time travel... they're attempting
time travel...
(beat)
Full power, Mister Data. Worf,
quantum torpedoes at my command!

WORF
Aye, sir.

25   EXT. EARTH'S ATMOSPHERE                                     25

The Borg Sphere GLOWING RED and beginning to burn with
friction as it PLUMMETS toward Earth...

26   NEW ANGLE - THE ENTERPRISE                                  26

plunging down into the atmosphere, giving chase...

27   INT. BRIDGE                                                 27

Urgent.

WORF
Range -- fifty kilometers.

DATA
A temporal vortex is forming
directly ahead of the Sphere.

28   EXT. EARTH'S ATMOSPHERE                                     28

Just ahead of the Sphere we see a TEMPORAL VORTEX
opening -- a maelstrom of light and energy stretching
into infinity. ENERGY explodes from the vortex as the
Sphere begins to go inside...

29   THE ENTERPRISE                                              29

as it's HIT by the tremendous energy blast from the
vortex. The ship spins around, nearly rips apart.

30   INT. BRIDGE                                                 30

Everyone THROWN to the deck. Consoles sparking. Power
failing. SHAKING.

RIKER
Main power off-line!

DATA
Switching to emergency back-ups.

Riker checks a console.

RIKER
We're caught in some kind of
energy wake from the vortex...

PICARD
Worf... torpedo... now!

Worf works...

31   EXT. EARTH'S ATMOSPHERE                                     31

Another QUANTUM TORPEDO is launched from the
Enterprise. But just before it hits the Borg Sphere,
the Sphere VANISHES inside the vortex. The torpedo
hits the roiling energy of the Vortex and detonates
with a harmless flash. The Vortex itself starts
COLLAPSING...

32   INT. BRIDGE                                                 32

The shaking subsides.

DATA
I have helm control.

PICARD
Where's the Sphere?

WORF
They have traveled into the
vortex... through time.

Disturbed reactions.

DATA
The vortex is collapsing, sir.

PICARD
Contact Starfleet Command.

WORF
No response.
(reacts to console)
I'm not reading any Starfleet com
traffic in this entire sector.

TROI
(off console)
Captain, I've scanned the planet.
The atmosphere contains a high
concentration of methane, carbon
monoxide and fluorine. The oceans
have been chemically altered, as
well.

PICARD
On screen.

She works, and on the View screen EARTH appears as seen
from orbit. The crystal blue marble is now covered by
a thick, turbulent DARK ATMOSPHERE -- polluted and
ugly. Reactions.

PICARD
Life signs?

TROI
Population... thirty-five
billion...
(reacts)
All Borg.

A shocking moment.

DATA
(off console)
The planet's surface is covered
with Borg technology.
(beat)
So is the moon... and three other
planets in this solar system.

TROI
But how?

PICARD
They must've done it in the
past... they went back and
changed history...

RIKER
(stunned)
They did it... they assimilated
Earth.

WORF
But if they changed history...
then why are we still here?

DATA
We were caught in the temporal
wake from the vortex. It must
have protected us from any changes
in the time-line.

Worf's console sounds an alarm.

WORF
Captain, there are five Borg ships
closing in on our position.

PICARD
(making a decision)
Data, set a course for that
vortex.

TROI
Captain...?

PICARD
We have to follow them back...
repair whatever damage they've
done to that time-line.

DATA
(working)
Course laid in. Engaging impulse
engines.

The ship is suddenly ROCKED.

33   EXT. SPACE - ENTERPRISE   BORG SHIPS (OPTICAL)              33

The Enterprise is being chased by FIVE BORG SHIPS as it
heads down toward the planet. The Borg vessels FIRE on
the Enterprise.

34   INT. BRIDGE                                                 34

As before. The ship is shaking.

WORF
Hull integrity down to thirty
percent...

PICARD
Steady as she goes.

35   INCLUDE VIEWSCREEN (OPTICAL)                                35

Ahead of the ship, we see the VORTEX collapsing. The
shaking increases. A console EXPLODES.

WORF
Borg vessels are closing to two
thousand meters.

The ship is HIT AGAIN AND AGAIN. On the View Screen,
we're nearly on the vortex, but it's closing fast.

PICARD
Take us in!

36   EXT. SPACE - ENTERPRISE   VORTEX (OPTICAL)                  36

The Enterprise just barely makes it inside the vortex
as it finally COLLAPSES. Both the Enterprise and the
vortex VANISH.

CUT TO:

37   EXT. SPACE                                                  37

An empty star field. Suddenly, the VORTEX APPEARS and
the Enterprise comes ROARING out into space. The
vortex VANISHES behind the ship.

38   INT. BRIDGE                                                 38

The shaking subsides. Everyone exchanges a look, tries
to re-orient themselves.

PICARD
Report.

RIKER
We're still in Earth orbit.

PICARD
On screen.

39   INCLUDE VIEWSCREEN                                          39

Which shows Earth. The Borg pollution is gone.

PICARD
What year is it?

DATA
(working)
According to our astrometric
readings... the year is 2063.

WORF
Captain, I've found the Borg
Sphere. It's on the far side of
the planet...firing at the
surface.

PICARD
(to Data)
Intercept course, full impulse.
(to Worf)
Weapons status?

WORF
Phasers are off-line... we have
two quantum torpedoes left. But
the computer targeting system has
been destroyed.

PICARD
Go to manual.

Worf pops open a panel and a high-tech TARGETING console
emerges with a small MONITOR and a traditional CROSS-
HAIR in the center. Worf grabs the targeting hand-
controls -- futuristic joysticks.

40   EXT. SPACE - THE BORG SPHERE                                40

The ship is FIRING its weapons down toward the planet
as the Enterprise comes up over the horizon.

41   INT. BRIDGE                                                 41

As before. Worf works his controls. A complex array
of grids, coordinate information, speed data, and other
weapons info on the monitor screen. He begins trying
to focus the cross-hairs on the Sphere.

PICARD
(over above action, to
Troi)
Track their weapons fire.

TROI
(off console)
Western hemisphere... North
American continent...

DATA
We are within torpedo range.

RIKER
They've seen us. They're taking
evasive action.

PICARD
(urgent)
Mister Worf?

Worf struggles with the targeting system.

WORF
Target...

The crosshairs keep missing the image of the Borg
Sphere, which is now twisting and turning to evade us.
Troi reacts to her console.

TROI
Captain, they're firing at a
nuclear missile silo... in central
Montana.

WORF
(struggling)
Target...

PICARD
(worried)
Montana...

The crosshairs finally LOCK on the Borg Sphere.

WORF
Target locked!

PICARD
Fire!

42   EXT. SPACE - THE BORG SPHERE                                42

The quantum torpedo streaks in from off-camera and
slams into the Borg ship. It penetrates the Sphere as
seen before... a long beat... and then it EXPLODES.

43   INT. BRIDGE                                                 43

As everyone reacts to the destruction of the Sphere.
But Picard has no time for celebration.

PICARD
(to Data)
Mister Data, I want to know the
exact date and time.
(to Riker)
Give me a damage report on that
missile silo.

DATA
(works)
Today is March second, 2063. The
time in Montana is oh-eight-forty-
five.

RIKER
(works)
Looks like they damaged the
silo...

PICARD
Life signs?

RIKER
Can't tell. Long-range bio-
sensors are off-line.

Picard thinks for a moment... makes an instant decision
and turns to Worf.

PICARD
Worf, have Doctor Crusher, Mister
La Forge and a security team meet
me in Transporter Room Three.
Civilian clothes.

WORF
Aye, sir.

Worf works. Riker turns to him, curious.

RIKER
Captain?

PICARD
In twenty-four hours, Zephram
Cochrane is supposed to conduct
the very first warp test... from
a missile silo in Montana. If I'm
right, the Borg were trying to
change the course of human history
by killing him or destroying his
ship.

RIKER
(nods in understanding)
And if they succeed, humans won't
make First Contact with the
Vulcans tomorrow.
(beat)
As First Officer I should be the
one beaming down...

PICARD
Normally, I would agree. But in
this case, the mission requires a
certain knowledge of 21st century
history. You're many things,
Number One, but you're not much of
an historian.

He grins slightly, has to agree.

RIKER
Good luck, sir.

PICARD
I'll keep in contact. You have
the Bridge.

Picard EXITS...

CUT TO:

44   INT. TRANSPORTER ROOM                                       44

Picard, Geordi and THREE SECURITY GUARDS are checking
their phasers and tricorders. Everyone is wearing civilian
clothes. Geordi has a large engineering kit... Transporter
Chief pulling on a civilian jacket. She looks a little
frazzled - it's been a long day in Sickbay.

BEVERLY
Will somebody please tell me where
we're going?

Beverly joins them on the pad.

PICARD
Montana.
(to Chief)
Energize.

BEVERLY
Montana? Well, that answers
everything. Why the hell are we --

They DEMATERIALIZE.

CUT TO:

45   EXT. MONTANA PLAINS - CONTINUOUS - DAY                      45

Picard, Geordi, Beverly and the Security Team
MATERIALIZE on the vast, rolling plains of Montana.

BEVERLY
(continuing)
-- going to Montana?

Picard and Geordi take out their tricorders and start
scanning the landscape.

GEORDI
(off tricorder)
I have the silo, sir. Bearing
three one zero... distance, three
hundred meters.

PICARD
Let's go.

They start walking...

BEVERLY
Go where? Hello? Is anyone going
to tell me what we're doing here?

PICARD
We're here to find Zephram
Cochrane. He may be injured or
dead.

BEVERLY
Cochrane... the inventor of warp
drive?

PICARD
Yes...

BEVERLY
But he's been dead for three
hundred...
(realizes, long sigh)
Oh God... we've gone back in time
again, haven't we?

PICARD
I'm afraid so. If the Borg
succeed in preventing First
Contact with the Vulcans... Earth
will remain in the Second Dark
Age... an easy target when the
Borg arrive in the 24th century.

BEVERLY
Well, why didn't you just say so
in the first place?

Picard gives her a look. As they keep walking...

CUT TO:

46   EXT. SPACE - THE ENTERPRISE                                 46

hanging in orbit of Earth.

47   INT. ENGINEERING                                            47

CLOSE ON A DEAD CREWMEMBER lying on her back. A sheet
is covering her face. A hand reaches in, pulls back
the sheet, revealing the face of a crewman.

TROI
Lieutenant Sandra Farrel.

WIDEN to REVEAL Troi and Data. Data is holding back
the sheet while Troi scans the body with a tricorder.
There is repair work going on in the b.g. Two medical
N.D.s stand by.

TROI
It appears death was caused by a
plasma discharge.
(beat)
I'll note in her record that she
never left her post.

Troi glances at Data, who is clearly disturbed by the
sight of the dead woman, holding his EMOTIONS in check
with difficulty.

TROI
Did you know her?

DATA
Not very well. We met shortly
after the Enterprise-E was
commissioned. I found her to be
a most... promising officer.

Troi looks at him in concern.

TROI
Data... are you sure you're all
right?

DATA
I am still having difficulty
integrating certain emotions into
my programming. Grief, loss,
remorse...

TROI
We still have to make reports on
ten more crewmen killed in action.
Maybe you should deactivate your
emotion chip until we're done.

Data considers.

DATA
No. Human beings do not have that
luxury, and neither should I.

TROI
I will admit... there are times
when I wish I had an emotion chip
I could turn on and off.

RIKER'S COM VOICE
Riker to Data.

DATA
(taps combadge)
Go ahead, Commander.

INTERCUT:

48   INT. BRIDGE                                                 48

Riker, Worf, N.D.s at their stations.

RIKER
We're reading some kind of gas
leak in the Environmental Control
Room. Take a repair team down and
check it out.

DATA
On my way, Commander.

As Data EXITS...

49   EXT. SPACE - THE ENTERPRISE                                 49

A WIDE SHOT of the ship. CAMERA CLOSES ON the AFT
SECTION of the ship, moving underneath of the hull,
pushing in on an area at the very bottom of the
Enterprise.

50   INT. ENVIROMENTAL CONTROL                                   50

Data and ENSIGN PORTER ENTER through a set of doors.
The lights are off in the room, dim. This is a large
room crammed with many conduits, gas tanks, 24th
century machinery and monitors. It's normally unmanned --
this is where oxygen, gravity, heat, and other
environmental conditions of the ship are controlled.
In a far corner of the room a CONDUIT leading to a
series of high-pressure TANKS labeled "D-O2" has
ruptured and is SPEWING a corrosive, poisonous GAS.

Data scans it with his tricorder.

DATA
(to Porter)
One of the diathermic oxygen tanks
has been damaged.

PORTER
(shocked)
Diathermic oxygen?

DATA
It is a new subsystem of Nova
Class ships. It regulates
hydropressure and temperature
variance.
(beat)
Remain here. The gas is highly
corrosive to organic material. It
would liquefy your flesh on
contact.

PORTER
Be my guest, sir.

Data walks over to the spewing gas tank, and without
concern shoves both hands into the corrosive gas...

... groping around for the broken conduit, finally grabs
hold of it... and with android strength BENDS the metal
conduit back into the bulkhead. The gas stops leaking.
Data is completely unaffected by the corrosive gas.

DATA
(to Porter)
Begin a diagnostic on the safety
interlocks. There appears to have
been some damage during the
attack.

PORTER
Right.

Porter moves around a corner, behind some equipment,
out of Data's vision...

51   NEW ANGLE - PORTER                                          51

who opens a PANEL on the wall. But instead of the neat
and orderly Starfleet technology, he is confronted by
a bizarre amalgam of organic and mechanical cabling,
diodes and what almost look like arteries. Some of the
tubes are pulsing with fluids and energy. Porter
reacts.

PORTER
What the hell...

Porter pulls aside a large conduit and stops. Buried
deep within the tangle of bio-circuits is what looks
like a HUMAN FACE covered with cybernetic tubes and
chips. It's barely discernable in the darkness and
clutter. Porter isn't even sure what he's looking at.
He leans in for a closer look... and suddenly the eyes
open.

52   DATA                                                        52

who hears a THUMP and a sickening liquid CRUNCH from
off camera. He takes a few steps in that direction.

DATA
Ensign Porter?

He stands there for a moment, puzzled. Then a faint
SKITTERING SCRAPE can be heard -- like tiny claws on a
metal surface. He  whirls at the sound.

DATA
Ensign... are you all right?

No response. Data walks around the now deathly quiet
room... turns the corner to where Porter was working.
He's gone. The open panel is still there, and there
doesn't appear to be any place Porter could've gone.
Data looks puzzled, takes a step forward when his boots
make a squishing sound. He looks down...

DATA
(taps combadge)
Data to Bridge.

No response.

DATA
Data to Security.
(beat)
This is Lieutenant Data to anyone
who can hear my signal. I need
assistance in the Environmental
Control Room.

Nothing. Data quickly turns and heads for the door.
There's a metallic SCRAPE above him and he looks up --

53   TWO BORG                                                    53

are climbing to the ceiling like two spiders ready to
pounce. One of them has Porter and appears to be
inserting some horrible Borg device into his head.
Before Data can react, the second Borg suddenly lunges
at Data.

CUT TO:

54   EXT. MONTANA PLAINS - MISSILE SILO - DAY                    54

The SILO is buried deep underground, but on the surface
there is a large, poured concrete MISSILE DOOR.

Built to withstand a nuclear blast, the door has
nevertheless been badly charred and damaged by the Borg
attack from orbit. There are large, smoking CRATERS
all around. Part of the ground seems to have COLLAPSED
to a depth of ten feet, like a sinkhole nearby. Picard
and his team approach.

GEORDI
This must be it.

PICARD
How serious is the damage?

GEORDI
(off tricorder)
I'm having trouble scanning
underground. There's a lot of
radiation leaking from something.

PICARD
Probably from the nuclear warhead.
Cochrane was planning to use it to
ignite the warp drive.

As they speak, Beverly pulls out a hypospray and gives
everyone injections.

BEVERLY
This will protect us from the
radiation.

Geordi moves to the thick, concrete missile door, scans
it.

GEORDI
I'm picking up faint life signs
twenty meters below.

PICARD
There should be an access hatch
nearby...

Everyone spreads out... looking for the hatch. One of
the guards -- LANGE -- finds it.

LANGE
Over here.

Everyone rushes over to him. There's a small HATCH on
the ground that has been partially hidden by weeds and
brush. Geordi kneels down, starts working a complex-
looking LOCK on the hatch.

GEORDI
Alphanumeric lock. We need a
password to get in...

PICARD
I have the password right here.

Picard pulls out his phaser and everyone steps back.
He aims and FIRES at the hatch, which is BLOWN OPEN,
revealing a ladder that leads down into the darkness.
As they start to crawl inside...

55   INT. MISSILE SILO - CONTROL ROOM                            55

This is the "mission control" for Cochrane's test site.
The underground room is filled with 21st century
equipment, consoles and monitors. One entire wall of
the room is dominated by a huge METAL BLAST DOOR, which
is now closed. We will learn that on the other side of
that door is the nuclear missile warp ship itself.

The ceiling has partially collapsed. Chunks of
concrete and fallen beams have destroyed some of the
equipment...Only a few of the consoles are active, most
are dark or fritzing sporadically. The lights are out,
and the room is illuminated by a few smoldering fires.
Four dead bodies can be seen strewn around the room.
It's a scene of destruction.

56   PICARD                                                      56

and his team ENTER the dark and smoking ruin. Beverly
and Picard move to one of the dead men, while Geordi
and the Security Guards move to the other three.
Beverly rolls the man onto his back -- he's clearly
dead. The name stitched on his uniform says Rippert.
Picard looks up.

PICARD
(to others)
See if any of these men are
Cochrane.

Geordi and the Guards start checking the dead bodies.

GEORDI
Mitchell... DePaul...

LANGE
This one's a woman... named Kirby.

Picard and Beverly move toward the immense blast door.
As Beverly scans it, Picard glances at a nearby desk...

57   THE DESK                                                    57

is littered with debris and various documents and
schematics. THREE PHOTOGRAPHS are pinned to a bulletin
board above the desk -- they show Zephram Cochrane and
two angles of his warp ship. The photos are odd-
looking, printed on what appears to be some sort of
cloth.

BEVERLY
There's a life sign behind this
door... about ten meters below.

Geordi moves to the door.

GEORDI
Blast door. It's designed to
protect the control room when the
missile is launched.

PICARD
There should be some kind of
manual release...

They hunt around for a moment. Geordi runs his hand
along the edge of the blast door. Picard turns to the
Guards.

PICARD
(to Lange)
Get those fires out and then try
to restore main power to the
control room.

LANGE
Aye, sir.

The Guards move off.

GEORDI
Got it, Captain.

Geordi has found an emergency BOX with several
pneumatic tubes and a hydraulic lever labeled
"emergency use only." He pulls down the lever, there
is a hissing sound, and the blast door slowly SLIDES
DOWN into the floor. We can now see the MISSILE SILO
itself beyond the door. Picard, Geordi and Beverly
step into...

58   INT. MISSILE SILO - CONTINUOUS                              58

Picard, Geordi and Beverly step onto the catwalk, which
surrounds the Silo walls. In the middle is the WARP
SHIP itself. It should look like an advanced ICBM
missile with a COCKPIT in place of the warhead, and
with numerous modifications to the fuselage. The
cockpit is on the same level as the control room. On
the side of the missile is the name "Phoenix". The
missile itself extends down another FOUR STORIES.
There are other catwalks below this one, with ladders
connecting the different levels. Beverly sees
something below.

BEVERLY
There.

59   NEW ANGLE                                                   59

Two catwalks below we can see a man sprawled on the
grating. They all scramble down the ladders past the
massive missile. (NOTE: Because of the design of the
Silo, we will see the entire missile only in a few
shots. For the most part, our view is limited to
sections of the missile.)

Beverly reaches the man, who is lying face-down on the
metal grating. She scans him...

BEVERLY
Severe radiation exposure...

Geordi looks over at the section of the missile on
their level. The side panels have been removed,
revealing complex circuitry within.

Picard joins Beverly, who turns over the injured man.
It's ZEPHRAM COCHRANE -- the man whose picture we saw
on the Borg monitors. Beverly begins pulling devices
out of her medkit, injects Cochrane with a hypospray.
Cochrane is a man in his mid-forties. He has a
youthful, dynamic appearance marred by recent radiation
burns.

PICARD
It's Cochrane.

BEVERLY
I've stabilized him for now... but
he's in a coma and he's going to
need radiometric therapy. I want
to take him to the ship.

Picard nods, reaches into his pants pocket, takes out
a combadge.

PICARD
Picard to Enterprise.
(no response)
Enterprise, please respond.

GEORDI
It could be the radiation,
Captain. Try from the surface.

Picard nods... then takes a deep breath, tries to
orient himself to the task at hand... there's a lot at
stake and a lot to do. He turns to Geordi.

PICARD
Mister La Forge, listen very
carefully. If you remember your
history... in less than twenty-
four hours, a Vulcan ship will be
passing through this system. When
it does, this ship needs to be in
space, flying at warp speed.

Geordi takes a deep breath, it's a tall order.

GEORDI
I'd better get started.

Geordi goes to work. Picard bends down and carefully
hoists Cochrane up into a fireman's carry. Beverly
follows him up the catwalk...

CUT TO:

60   EXT. MISSILE SILO - DAY                                     60

Minutes later. Cochrane is lying on the ground.
Beverly is kneeling beside him, unfolding a portable
stretcher from her medkit. Picard is checking two
combadges with a tricorder.

PICARD
It's not the radiation... and
there's nothing wrong with the
combadges... the Enterprise just
isn't responding.

BEVERLY
Jean-Luc, this man needs medical
attention, now.

PICARD
As I recall, the town of
Resurrection is about two
kilometers East of here. They
might have a hospital...

Picard looks troubled at the thought.

BEVERLY
What are we waiting for? Let's
go.

PICARD
It may not be that simple. This
is an extremely difficult and
paranoid time in human history.

BEVERLY
Are you saying they won't help us?

PICARD
I'm saying they might shoot us on
sight. You have to remember...
these people have watched their
entire way of life collapse around
them.

BEVERLY
There must be some good people...
even in this time.

PICARD
Let's hope so. Because if
Cochrane dies... the future may
die with him.

Picard kneels down and they begin to carefully put
Cochrane on the stretcher...

CUT TO:

61   INT. ENTERPRISE - BRIDGE                                    61

Riker, Troi and Worf studying a MONITOR which shows a
three-dimensional DIAGRAM of the Enterprise, which
turns and rotates as needed. The schematic shows
battle damage and repair efforts.

WORF
I have assigned two damage control
teams to locate the source of our
communication problems. So far,
they've had no success.

RIKER
Assign another team if you need
to. I want to re-establish
communication with the Captain as
soon as possible.

Worf nods and begins making notes on a PADD.

TROI
Are we in any danger of being
detected by Earth defense systems?

WORF
There were no planetary defense
systems in this era. Their
weapons were designed to
fight each other... not
extraterrestrials.

RIKER
We have to start thinking about a
way to get home.
(to Troi)
Analyze our readings from the
temporal vortex. We're going to
have to recreate whatever the Borg
did to --

Just then the ship SHUDDERS and the LIGHTS FLICKER.

RIKER
Report.

TROI
(off console)
We just lost main power... and
we've got Class-Three alerts all
over the ship. I'm not sure
what's --

An ALARM goes off on Worf's console. He reacts to it.

WORF
A ship-wide decompression has been
initiated!

RIKER
What?

TROI
We're venting our internal
atmosphere directly into space!

62   EXT. ENTERPRISE                                             62

CLOSE ON THE SAUCER as vents and hatches POP OPEN on
the hull and GIANT JETS OF VAPOR start blowing out
into space.

63   INT. CORRIDOR                                               63

Crewmembers walking along are suddenly KNOCKED to the
floor as hurricane force WINDS blow through the
Corridor. The ship is venting air into space, creating
a virtual VACUUM inside the ship! The people in the
corridor grab onto the bulkheads, struggling to hang on
against the force of the wind...

64   INT. BRIDGE                                                 64

Suddenly an emergency AIRLOCK on the Bridge OPENS.
VIOLENT WIND roars through the Bridge and everyone
hangs on. Troi is ripped out of her chair, flown
across the Bridge, slams up against the bulkhead,
struggling to hang on. Worf runs over, grabs her arm,
keeps her from flying out.

Riker manages to reach a control panel -- hits a button
and an EMERGENCY BULKHEAD finally slides down over the
airlock and the wind DIES DOWN. Everyone takes a beat.

RIKER
What the hell is happening, Worf?

WORF
(off console)
It appears that someone has taken
over the Environmental Control
Room.

TROI
Someone...?

RIKER
(realizing)
The Borg.  Some of them must've
beamed over before we destroyed
their ship.
(to Worf)
Seal off that entire deck with
emergency force fields.

TROI
Wil... Data was down there.

RIKER
(to Worf)
Mister Worf... find Data if you
can, but your top priority is
isolating the Borg.

WORF
Understood.

Worf heads for a Turbolift. OFF Riker's disturbed
expression...

CUT TO:

65   CLOSE ON DATA'S FACE                                        65

His eyes are closed. There's a beat, then his eyes fly
open and he looks around.

We PULL BACK slightly, revealing Data is lying on some
kind of tabletop with metallic clamps and restraints.
He tenses his arm and tries to move, but he is unable
to break the restraints. About two feet in front of
his face is what appears to be a bulkhead. There is a
cacophony of strange background NOISE -- scratching,
hisses, gurgling liquids, odd alien hums...

Suddenly, the table begins to MOVE. It ROTATES, and as
it does so we realize that Data has been hanging upside
down staring at the floor. It's a disorienting moment
as our perspective changes and Data rotates upright.

66   DATA'S POV                                                  66

As the table gyrates, we REVEAL the ROOM slowly. And
we realize we're in --

67   INT. BORG HIVE                                              67

The Environmental Control Room seen earlier has now
been transformed into the INNER-SANCTUM of the BORG.
The room has a dark, moist, organic feel -- a tropical
jungle of cybernetic equipment.

The Borg are altering the room, converting Starfleet
technology and materials into the living, bio-
mechanical look of the Borg. We see one Borg drone
attach a small pod to a Starfleet console and activate
it. The pod immediately sends out a COMPLEX WEB of
BORG TECHNOLOGY which covers the Starfleet console
inside and out. It's like weeds overpowering a flower
bed -- within seconds the console has been BORGIFIED.

The walls, ceiling and floor are now honeycombed with
the ALCOVES that make up the BORG COLLECTIVE. Borg
drones are motionless in their alcoves, cabling and
other conduits connecting them to various equipment...
while other Borg are moving about the room, carrying
out various modifications to the room. At one point,
we see Ensign Porter. He's been completely Borgified.
His skin pale, expression blank. No hint of humanity
left.

68   DATA                                                        68

still strapped to the table, which is twisting and
rotating, giving him frightening new glimpses of the
room. A new image appears -- SIX BORG DRONES are
clustered together in one section of the room, each
with an elaborate series of hoses and conduits
connected to its face.

Through the tubes we can see an exchange of FLUID and
ENERGY pulsing back and forth -- some sort of bizarre
"feeding" or "renewal" is going on. The tubes all seem
to lead toward the ceiling.

Data is now horizontal on his back and the table LOCKS
into position. A Borg drone OPENS A PANEL on the side
of Data's head, and begins connecting a thick bundle of
optical cabling to it.

DATA
(to Borg)
Your efforts to assimilate me will
be unsuccessful.

The Borg ignores him, activates a console... and the
cabling connected to Data's head LIGHTS UP with power.
They're trying to connect him to the Collective.

Data thinks for a moment, tilts his head slightly...
and then suddenly there's a SHOWER of SPARKS from the
cabling he's been connected to. The lights on the
cable go out. Data has thwarted their attempts.

DATA
(to Borg)
It would appear that resistance is
not always futile.

Suddenly a new VOICE is heard echoing through the room --
a woman's voice, low, seductive, deadly:

WOMAN'S VOICE
Brave words. I've heard them
before from thousands of species
across thousands of worlds...
since long before you were
created.

Data looks up toward...

69   THE CEILING                                                 69

A RUSTLE of MOVEMNET somewhere in the cyber-tangle...
almost like a snake slithering beneath the weeds. And
for a brief instant we get a glimpse of a FACE unlike
any Borg we've ever seen. The face of a woman. Pale-
skinned... piercing eyes...raven hair slicked back...
a hauntingly beautiful image in a sea of nightmarish
technology. And then it's gone.

70   DATA                                                        70

Frowns. He saw it, too, but he's not sure what to make
of it.

WOMAN'S VOICE
But now... they are all one with
the Borg.

DATA
I am unlike any lifeform you have
encountered before. As an
android, I am in complete control
of my neural net. The information
contained there cannot be forcibly
removed.

WOMAN'S VOICE
You are an imperfect being...
created by an imperfect being.
Finding your weakness is only a
matter of time.

Suddenly three Borg drones converge on Data with
various wicked-looking Borg devices. One of the Borg
has a specialized cybernetic ARM, which EXTRUDES a
series of stiletto-tipped DRILL SPIKES. As the six-
inch spikes begin to BORE INTO Data's head...

CUT TO:

71   EXT. MONTANA - RESURRECTION CITY - DAY                      71

Resurrection is a small town -- around 1,000 people --
a rural, Western community that's probably existed for
at least two hundred years, and we can see the roots of
the original ranching community in some of the
architecture. But it's also a community of the 21st
century.

The most striking feature of the town is that it sits
in the middle of nearly a hundred WIND MILLS, which
provide the only source of power for the town. The
blades are enormous, but the structures supporting them
are little more than simple poles. Some are sleek,
fiberglass, futuristic... others have a more cobbled
together, make-shift appearance. At the moment, only
a few blades are turning in the gentle breeze.

Picard and Beverly emerge from the nearby woods
carrying the stretcher. They exchange a look at the
sight of the city and then head toward it...

72   EXT. RESURRECTION CITY - DAY                                72

A few minutes later. Picard and Beverly carrying
Cochrane down the street toward the hospital at the
end. As they walk along, we get our first taste of
post-apocalyptic 21st century life:

This is a recognizable American community, but it's
definitely a futuristic town. Clothing, architecture,
technology -- all have changed over the course of
seventy years. But it is a broken future. What used
to be high-tech public COMPUTER TERMINALS are rusted
and abandoned. We can see the corroded hulks of HOVER-
CARS lying idle in the streets. Futuristic elements
now useless.

At one point, they pass a large polyurethane TENT --
the inside surface is covered with condensation and we
can see the silhouettes of people moving within. The
entrance is guarded by a single Militia Guard. Later
we will learn that this is a primitive greenhouse, the
only place where they can grow uncontaminated food.

What used to be a McDonald's, or some other
recognizable food chain, has now been gutted and has
been turned into a kind of blacksmith shop. People are
fashioning metal into various tools using hammer and
tongs.

The sidewalks are populated with PEOPLE, who congregate
in small groups, quietly talking amongst themselves,
others just staring vacantly off into space. Many of
them have visible burn scars and damage to their bodies --
victims of the war and post-nuclear environmental
dangers. A few of them are applying a special lotion
to their arms and face -- protection against the toxic
elements. A long FOOD LINE snakes around a block, as
people line up to get their daily rations.

A few people glance up at Picard and Beverly with
curious or suspicious looks. This is not a community
that welcomes strangers. At one point, they see a man
dressed in futuristic CAMOUFLAGE carrying an automatic
weapon -- we will learn he's a MILITIA SOLDIER. He
stares at them with a neutral expression, then walks
off.

The people here have that hollow-eyed, listless look
about them. They're going through something that makes
the Great Depression look like a minor inconvenience.
But there's also a toughness to these people, a
resilience and determination to survive in the face of
overwhelming odds. We are looking at our future... and
it's on the verge of collapse.

CUT TO:

73   INT. HOSPITAL - EMERGENCY ROOM - DAY                        73

A short time later. Cochrane is being lifted onto an
operating table. Picard and Beverly step back from the
table as a DOCTOR and two NURSES look him over. The
doctor is in his early fifties and has a weathered,
tired look to him. The hospital itself is like the
rest of the town -- a futuristic setting fallen on hard
times. The light in the room is provided mostly from
the sunlight streaming in through the windows. Light
bulbs and other gear flicker dimly around the hospital --
we get the feeling they have very little power.

DOCTOR
How long has he been unconscious?

BEVERLY
At least four hours.

He checks Cochran's head injury as Beverly takes out
her tricorder and scans him.

DOCTOR
It looks like he has a cranial
fracture, but I'll need X-rays to
be sure.
(to Nurse)
Get Ruby in here.

One of the nurses runs off.

BEVERLY
(off tricorder)
He has a severe fracture of the
left occipital plate. He's not
hemorrhaging... but the radiation
has damaged his KNA and his APR
cell count...

He looks at her curiously.

DOCTOR
"APR cell count?" What the hell
are you talking about?

PICARD
(quickly)
Doctor Crusher has been...
studying some advanced medical
theories.

NURSE
(re: tricorder)
What is that?

BEVERLY
It's a... new medical scanner.
It's a little more precise than an
X-ray machine.

The Doctor eyes it.

DOCTOR
Is it Japanese?

BEVERLY
Um... yeah.
(beat)
Now he's going to need a
respirator. Do you have one?

DOCTOR
We have two... but we don't have
the juice to run them.

PICARD
Juice?

DOCTOR
Power. There hasn't been a lot of
wind through here for the last
couple of weeks. Most of the
batteries are depleted.

BEVERLY
Don't you have any generators, or
other fuel sources?

The Doctor throws her an irritated look.

DOCTOR
Maybe you'd like to take your
patient to the hospital in
Bozemen... it's only two hundred
miles away.

Cochrane wheezes -- breathing becoming labored and
ragged. Beverly scans him, urgent.

BEVERLY
His automatic reflexes are
fluctuating. We've got to get him
on a respirator.

DOCTOR
(to Nurse)
Bag him.

The nurse picks up a portable respirator sack -- puts
it on Cochrane's face and squeezes the bag, forcing air
into Cochrane's lungs. Picard has been thinking
through this scene, finally has a solution.

PICARD
Beverly -- your tricorder.

She hands him her tricorder.

PICARD
(to Doctor)
Where's the battery room for the
hospital?

DOCTOR
I told you, there's no --

PICARD
Where?

DOCTOR
Outside, around back. Next to the
water tank.

Picard rushes out the doors. Beverly checks Cochrane's
pulse.

BEVERLY
His heartbeat's irregular...

Beverly climbs up on top of Cochrane, straddling him,
begins giving him 24th century CPR. She takes charge.

BEVERLY
Adrenaline -- ten CC's!

As they rush to save him.

74   EXT. HOSPITAL - DAY                                         74

The back of the building. Picard rushes out and spots
an old, dilapidated BATTERY UNIT providing power to the
hospital. He quickly yanks off the back panel,
revealing a tangle of wires, and several large
batteries. He kneels down, then removes the back of
the tricorder.

75   CLOSE ON TRICORDER                                          75

as Picard pulls out a small POWER CELL -- about half
the size of a dime. The blinkies on the tricorder go
out.

76   PICARD                                                      76

holds the power cell with one hand, and starts pulling
out wires from the batteries with the other.

77   INT. HOSPITAL - EMERGENCY ROOM - DAY                        77

As before. Beverly, the doctor and the nurse trying to
save Cochrane.

BEVERLY
(pumping his chest)
One... two... three... compress!

The nurse squeezes the bag. Suddenly the room is
filled with the HUM of POWER and ALL OF THE LIGHTS AND
EQUIPMENT COME TO LIFE. Monitors blinking, fluorescent
lights flashing on. Everyone reacts with shock.

78   INT. HOSPITAL WARD - DAY                                    78

It's filled with patients. The lights and equipment
here FLASH ON, as well. Doctors and patients alike
react with surprise.

79   INT. HOSPITAL - EMERGENCY ROOM - DAY                        79

Picard enters. They've placed a RESPIRATOR down
Cochrane's throat, and attached electrodes to his
chest. Beverly has just finished giving him an
injection with a hypospray. The heart monitor in the
background is now beating regularly. The doctor turns
to Picard.

DOCTOR
What did you do to the batteries?

PICARD
Oh... just a little tinkering.
How is he?

BEVERLY
He's stable... for now.
(with meaning)
But it would be better if we could
contact... our friends.

PICARD
Yes. But until then, you'll have
to make do with what you've got.

BEVERLY
That'll be interesting.

A WOMAN'S VOICE:

RUBY'S VOICE
What happened to him?

Everyone turns.

80   NEW ANGLE                                                   80

revealing RUBY SLOANE standing at the front of
Cochrane's bed. A striking woman in her mid-to-late
thirties -- dark hair, tall, lean, beautiful under
normal circumstances but at the moment she's not at her
best, it looks like she's just come in from a hard
day's work. She's wearing an old lab coat. But the
most striking quality of all is the innate intelligence
we can see in her eyes.

She's looking directly at Picard for an answer. Picard
realizes he has to say something. He looks into her
eyes and there is a moment here -- a brief spark of
chemistry that in normal circumstances the Captain just
might follow up. But at the moment, he shoves that
electric feeling aside and tries to give her an answer.

PICARD
There was some kind of explosion
out at the missile silo...

She looks at him for a moment, her eyes boring into him
without expression, as though probing the truthfulness
of his statement.

DOCTOR
Ruby, we're going to need a series
of cranial X-rays tonight.

RUBY
(nods)
I have a fresh set of plates at
home. I'll have them here by
eight.

She turns back to Cochrane, moves to his side, gently
takes his hand and looks at him with sad affection.

RUBY
(quiet)
Take care of him. He's a very
special man.

PICARD
Yes, he is.

She looks up at Picard, and again there's a slight
feeling of chemistry in the air. And then she turns
and starts to walk out of the room. Picard's combadge
BEEPS. Reactions.

GEORDI'S COM VOICE
La Forge to Picard.

RUBY
(stopping)
I think there's someone in your
pants.

PICARD
Excuse me. I have a... telephone
call.

Picard takes a few steps away, pulls the combadge out
of his pants pocket, taps it. Ruby watches him a beat,
then walks out of the room.

PICARD
Picard here.

GEORDI'S COM VOICE
Captain, we have a problem. I
think you'd better get back here.

PICARD
I'm on my way. Picard out.

Picard moves to Beverly.

PICARD
(sotto)
I have to go back to the silo.
Will you be all right?

BEVERLY
I'll be fine.
(re: Cochrane)
He's a different story.

Beverly begins examining the medical equipment she'll
have to work with as Picard exits...

81   EXT. RESURRECTION CITY STREET - DAY                         81

A short time later. Picard walking down the main
street back toward the gates. People passing him,
taking no notice of him...Picard's mind thinking
ahead. He happens to glance down a side street, then
he stops.

82   NEW ANGLE                                                   82

Looking down the side street. Ruby, the mysterious
woman from the hospital, is walking along with a camera
bag now slung over her shoulder. She stops for a
moment as she passes the hulk of a burnt-out old hover
car... stares at it...then pulls a home-made
FUTURISTIC CAMERA out of her bag and snaps a picture of
the car. She continues on her way. Picard is
intrigued -- wonders about this woman and what it is
she could be taking a picture of. Just then --

MAN'S VOICE
Catch.

Picard turns just in time to catch a small, metal
canister with a screw-top.

The man who threw it steps into view. It's LIEUTENANT
SCRIMM. Scrimm is the head of the town's militia.
While not a physically threatening man, there is a
quietly disturbing quality about him which conveys an
intelligence laced with a tightly reined volatility.
He's wearing futuristic combat fatigues and always
carries a sidearm. Before the war, Scrimm was probably
one of the "survivalists" who used to be dismissed as
radicals until their predictions of Armageddon came
true. At the moment, Scrimm is presenting his
friendliest face to Picard.

SCRIMM
(pleasant)
Think you'll need that.

Picard eyes the canister, not sure what to make of it.

SCRIMM
It's no zone solution.
(off his look)
You know. "No ozone."

He points to the sky.

PICARD
Oh...  yes... ultraviolet
protection. Thank you.
Mister...?

SCRIMM
Lieutenant, actually. Lieutenant
Jonathan Scrimm. I'm the head of
the Resurrection Protective Force.
(beat)
And you are?

PICARD
Jean-Luc Picard.

SCRIMM
Great name. French?

PICARD
Yes.

SCRIMM
You don't sound French.

Scrimm is still smiling at him, but his eyes never
leave Picard.

PICARD
I was raised in England and here
in the States. Thank you for
the... no zone.

Picard begins to walk away, not wanting to engage any
citizens of the town. Scrimm falls in next to him.

SCRIMM
Where in the States?

PICARD
Oh... here and there. You know
how it is.

SCRIMM
Not really. I was born and raised
right here. Never had much use
for travel.

He casually steps in front of Picard, blocking his way.

SCRIMM
Where are you from most recently?

PICARD
(thinking fast)
California. San Francisco.

SCRIMM
Beautiful city. Used to be,
anyway. I didn't think anyone
still lived there.

PICARD
There's a few of us left.

Picard steps around him and continues walking down the
street. Scrimm waits a beat, then walks after him
again.

SCRIMM
That was a pretty clever trick you
did with the hospital's batteries.
How'd you do it?

PICARD
It wasn't a trick. I used to be
an electrical engineer.

SCRIMM
Huh.

He steps in front of Picard again, still pleasant but
a little bit of a smile fading from his face. Picard
realizes he isn't going to shake this man so easily.

SCRIMM
And what were you doing out at the
missile silo?

PICARD
I'm an old friend of Cochrane's...
I wanted to see how he was doing.

SCRIMM
Lucky for him you came by when you
did. He might be dead now.

PICARD
Yes.

SCRIMM
Maybe you can tell me what he's
been doing in that silo. We heard
some explosions out there this
morning...

PICARD
I think he was running a test on
an old rocket engine... and one of
the fuel cells burst.

Scrimm eyes him evenly.

SCRIMM
You seem to have an answer for
everything.

PICARD
Something wrong with that?

SCRIMM
Not yet.

A tense beat. Then Scrimm smiles easily.

SCRIMM
(re: balm)
Be sure you put that on. You need
a lot of protection around here.

He holds Picard's eyes for a moment.

PICARD
Thank you. But I've never had
much trouble protecting myself.

Now it's Picard's turn to smile pleasantly at Scrimm.
Picard walks around him and heads for the gates.
Scrimm watches him go with a thoughtful expression --
clearly, he's more than a little suspicious...

CUT TO:

83   EXT. SPACE - THE ENTERPRISE                                 83

in orbit of Earth.

84   INT. CORRIDOR                                               84

Worf and a large SECURITY DETACHMENT -- a dozen or so
men and women -- are moving down the Corridor with grim
looks on their faces. They are carrying new powerful-
looking phaser rifles and other equipment. The feeling
is of an elite combat squad heading for a dangerous
mission. They stop at one point and Worf lifts up a
DECKPLATE, exposing a large HATCH in the floor. Worf
hits his combadge.

WORF
Worf to Bridge. We're in
position.

85   INT. BRIDGE                                                 85

Riker in command, Troi nearby. Riker is standing at
the security station looking at a monitor which
displays a schematic graphic of the ship. The position
of the security team is flashing -- we can see they are
on Deck 46.

RIKER
This is the Bridge. I'm releasing
the emergency force fields.

He nods to Troi, who works a console.

86   INT. CORRIDOR                                                86

Worf and his team watch as the FORCEFIELD protecting
the hatch flashes off. Worf reaches down and releases
the hatch, which slides open with a soft whoosh. He
glances at his men for a moment, then JUMPS down the
hatch...

87   INT. DECK 47 - CORRIDOR                                     87

As Worf lands on his feet. The light is dim, no power
on this deck, hard to see. He looks around warily for
a moment, phaser at-the-ready, then activates his wrist
beacon. We immediately notice that we can see Worf's
breath -- it's freezing cold down here. He shines the
light around the darkened corridor, then silently
motions his arm for the others to follow. A beat, then
we see the security officers start to drop into the
corridor from the hatch above...

88   NEW ANGLE - CORRIDOR                                        88

As Worf's squad spreads out along the hall, weapons at-
the-ready, everyone alert with fingers on the triggers.
We see that the phaser rifles are equipped with their
own light sources, intended to illuminate the target
before you shoot at it. The Security Officers are
constantly moving their lights back and forth through
the chilly air. Worf gives hand signals -- holds up
two fingers, then a fist, and points forward.

Two Guards trot down the corridor about fifteen feet,
stop, and take up firing positions... then two more
members of the team run down, leap frog ahead of them
and take positions further down the corridor. Classic
military deployment. Worf starts scanning with a
tricorder.

WORF
(hits combadge)
Worf to Bridge.

RIKER'S COM VOICE
Riker here.

WORF
There's a dampening field in place
on this deck. Our tricorders are
useless.

The team continue to explore Deck 47. It's spooky,
eerie, a sense of menace around every corner. They
open doors, check room by room, section by section,
still no sign of the Borg in the freezing cold
darkness.

90   ANGLE ON SECURITY GUARD                                     90

The Corridor directly ahead has been stripped of wall,
ceiling and deck panels -- all the normal decorative
Enterprise sheathing is gone, revealing the circuitry
and machinery of the ship itself. Unlike the rest of
the corridors, there does appear to be POWER flowing
through some of the conduits up ahead, and it gives off
an eerie glow.

We can also see that some of the machinery has been
altered and changed -- not just the neat and orderly
arrangement you'd expect to find behind bulkheads --
there's a sense of cross-circuitry, re-wiring,
equipment being rearranged. Clearly, a lot of work has
gone on in this area of the ship. Worf steps forward,
examines the corridor closely.

ENSIGN HAWK
What the hell is going on?

WORF
Borg...

Worf signals the team forward, and they slowly begin
picking their way down the Borgified Corridor. It's
not easy -- they have to choose their footing carefully
as they walk through the maze of cables, circuits, and
machinery... Ensign Hawk accidentally steps on some
circuitry, which gives off a BEEP. The entire team
suddenly whirls their lights and weapons on the
unfortunate Ensign, who pales at their sudden attention.

Worf looks irritated, then motions his team to continue
their search. They continue making their way down the
spooky corridor... and as they turn a corner...

92   NEW ANGLE - ANOTHER CORRIDOR                                92

where the machinery is now THICKER and more BORG-LIKE
in appearance. Tubes and cabling hang down from the
ceiling. If anything, it's even colder in here. The
deeper they go, the worse it gets. We can now hear a
low, sinister HUM of alien power. At the end of this
corridor is the ENVIROMENTAL CONTROL ROOM, as seen
earlier. The entire doorway is gone -- and a weird
pulsing GLOW fills the room. Worf stops his team at
the sight. From this vantage, we cannot see directly
into the room, but clearly something is going on in
there.

Worf signals his men to spread out, and they take up
positions around the Corridor, all weapons trained on
Environmental Control.

WORF
Worf to Bridge. We're about to
enter the Environmental Control
Room.

RIKER'S COM VOICE
Any sign of Data, or the Borg
themselves?

As Work and Riker continue talking, we MOVE TO Ensign
Hawk, who is now the last man in the formation,
covering the rear. He's shining his phaser-beacon into
the empty darkness. He can't help looking back over
his shoulder at the rest of the team and the distant
Environmental Control Room -- that seems to be where
the action is. As he turns, his beacon moves with him,
throwing the Corridor behind them in and out of
darkness.

WORF
(continuing)
Negative. However, they've
reconfigured the ODN network...
and re-routed all power on this
deck into Environmental Control.

As Worf speaks, Ensign Hawk turns back, but this time
when he shines his beacon into the darkness, something
MOVES in the distance -- a shadow. The Ensign freezes,
brings his rifle up. But did he see it, or was it his
imagination?

A tense beat as he waits, heart pounding... but nothing
happens. On the wall next to his head we see what can
only be described as a BIO-MECHANISTIC CABLE creeping
out of the wall... which begins slowly heading for the
Ensign's neck. Just as he begins to sense that
something is happening behind him, the cable WHIPS OUT
around his neck and YANKS him deep into the bed of
circuitry in the blink of an eye -- the motion so fast
we have trouble following it.

Worf turns his head at the sound.

WORF
Stand by, Commander
(to team)
Where's Ensign Hawk?

Everyone looks around, surprised that he's not there.
Everyone is alert, keyed up. The tension is thick.
Utter silence, except for the hum of the machinery and
the frosty breathing of the team.

RIKER'S COM VOICE
Worf? Is something wrong?

WORF
Something is very wrong,
Commander. We're falling back.

Worf gives hand signals for the team to move out. But
just as they start to fall back, everything happens at
once.

93   BORG DRONES                                                 93

EXPLODE OUT OF THE WALLS, CEILING AND FLOOR! What
follows is a BLUR of action happening so fast and
furious we never get a true sense of what's happening.

A flurry of violence and motion and images:

-- A snarling Borg face -- half-human, half-machine, a
cybernetic nightmare.

-- Strange, bio-mechanical WEAPONS extruding from Borg
bodies, RIPPING into human flesh.

-- A crewmember PULLED into a bed of machinery.

WORF
Fire at will!

But the Borg are already on top of them. It's a brutal
fight in close quarters with no escape.

Phasers and Borg lasers lighting up the corridor,
bodies flying through the air... utter chaos and
terror. The fight goes hand to hand and Worf sees that
they don't have a chance...

WORF
(throwing off a Borg)
Fall back!

The team starts backpedaling, FIRING as they go...but
the Borg are unstoppable now -- they put up personal
force fields to protect themselves.

WORF
Go, go, GO!

Worf pushes his men down the corridor. Everyone turns
and RUNS like hell. Worf bends down and grabs a
frightened Lieutenant by the collar, pulling him along.

94   VARIOUS SHOTS:                                              94

-- The team running through the corridors, SHOOTING
behind them at the pursuing Borg, to no effect...

-- Two of the Borg raise their arms and FIRE LASER
BURSTS out of their arms and wrists, taking DOWN two
Security Guards. Worf sees them fall but there's no
time to go back.

95   INT. DECK 46 - CORRIDOR                                     95

As Worf's team starts CLIMBING UP and out the dark
hatch in the floor seen earlier.

96   INT. DECK 47 - CORRIDOR                                     96

As the last member of Worf's team climbs out to safety.
The Borg swarm is about to overpower Worf. He quickly
hits a few controls on his phaser, sets it to overload.
We hear the building WHINE. He JUMPS straight up into
the air, GRABBING onto the hatch rim, pulling himself
up. He barely manages to vanish from view just as the
phaser EXPLODES in a FIERY BLAST, taking out several of
the Borg drones.

97   INT. DECK 46 - CORRIDOR                                      97

The conclusive BLAST comes up through the hatch,
causing Worf to duck for a moment.

Worf reaches out to close the hatch, when a BORG HAND
bursts up from below and GRABS his forearm. It's a
test of strength. Worf reaches over with his other
arm, hits a control and the hatch SLIDES CLOSED,
SEVERING the Borg arm in a shower of sparks.

WORF
Worf to Bridge -- force fields!

The force field FLASHES into place. Worf and his team
sit there a moment, catching their breath, stunned at
what they've just been through.

RIKER'S COM VOICE
What the hell happened down there,
Worf?

WORF
Commander... we have a problem.

OFF Worf's shaken expression...

CUT TO:

98   INT. MISSILE SILO - CATWALK - DAY                           98

Geordi and Picard are walking down the catwalk ladders
toward the missile's massive engines. Now that the
smoke has cleared and the place has been cleared up a
bit, we get our first good look at the ship and the
damage done in the Borg attack.

GEORDI
(on the move)
Cochrane was going to use this
solid rocket booster to lift the
ship into orbit. Before the warp
drive took over... everything
would depend on these old chemical
engines.
(beat)
Now here's the problem...

They arrive at a point on the fuselage where we can see
a large section of the engines have been BLASTED AWAY,
leaving a deep, ugly SCAR -- broken conduit lines,
wires that now lead to nothing. It's clear that a key
piece of equipment has been destroyed.

GEORDI
(re: damage)
This used to be the throttle valve
assembly.
(observing it)
It controls the thrust of the
engines. It's been completely
vaporized... and without it,
there's no way to launch the ship.

PICARD
Can you reconstruct the throttle
valve?

GEORDI
Yeah... if I knew what it looked
like. There's probably five
hundred ways to design a valve
like this...

PICARD
We need to launch this ship in
under eighteen hours...
(beat)
There must be some design
schematics... blueprints...

GEORDI
We're tearing this place apart
looking for them... but the
computers are down, and the fires
destroyed half the files...so
far, nothing.

They look at the damage in frustration.

GEORDI
If it was just part of the warp
drive, I'd know what to do. But
this... it's like trying to
rebuild Orville Wright's airplane
with canvass and sticks.

Picard thinks, remembers something.

PICARD
Wait a minute...

99   INT. CONTROL ROOM                                           99

Moments later. Picard and Geordi are looking at the
three cloth-printed photographs seen earlier -- the
headshot of Cochrane and two different angles of the
three cloth-printed photographs seen earlier -- the
warp ship with people working on it. Picard spreads
them out on the desk.

GEORDI
Yeah, I looked at these already.

Geordi points to a photo of the ship -- a worker is
walking in front of the throttle assembly, blocking
most of it from view.

GEORDI
You can almost see the throttle
assembly in this one... but this
guy walked in front of it when
they took the picture.

Picard considers, absently sticks his hand in his
jacket pocket. He pulls out the canister of balm
Scrimm gave him and tosses it onto the table.

PICARD
Could you reconstruct the throttle
from a photograph like this... if
that man wasn't blocking the view?

Geordi thinks it over.

GEORDI
Maybe...
(beat)
Sure. Yeah. As long as I could
get a clear look at the intake
configuration. But so far, we
haven't found any other photos.

PICARD
(staring at photos)
If there are other photographs...
I think I may know how to find
them.

CUT TO:

100   INT. BORG HIVE                                             100

It's a while later, and the Borg are making progress.
Data is strapped to the table, PANELS open on his HEAD
and CHEST. Three Borg drones are working methodically
on his inner-circuitry. The jagged voice of the woman
cuts in:

WOMAN'S VOICE
Your resistance is... illogical.
To us, your neural net is simply
another piece of technology. We
will learn its secrets.

Data stares at the murky ceiling.

DATA
Who are you?

WOMAN'S VOICE
I am the Borg.

DATA
That is a contradiction. The Borg
act as a collective consciousness.
There are no individuals.

WOMAN'S VOICE
I am the beginning... the end. I
am the one who is many. I am the
Borg.

Out of the mist that hugs the top of the room DESCENDS
the BORG QUEEN.

She is unlike any of the Borg drones we've ever seen --
a humanoid female with conduits and tubes running out
of her body. She has no legs. Her torso is SUSPENDED
by a complex rig of CABLES and HYDRAULICS. Her face
and upper-torso are much more humanoid, with the pasty-
pale white of Borg flesh. Her EYES have a silvery
glint to them. Her demeanor is seductive and sensual
in contrast to the harsh, mechanical surroundings. She
is an eerie blend of two worlds -- organic and
mechanical.

With the soft HISS of hydraulics, she LOWERS herself
down to where her face is very close to that of Data's.
Her features are almost angelic, but the silvery gli