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.