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)