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