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.