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...