STAR WARS:

EPISODE III

FALL OF THE REPUBLIC

Story Treatment By
John L. Flynn




Adapted from Part 1:

"The Adventures of

Obi-Wan Kenobi"

The Journal of the Whills

By George Lucas

























STAR WARS III: FALL OF THE REPUBLIC
Story Treatment By John L. Flynn

    FADE IN:

    MAIN AND CREDIT TITLES SUPERIMPOSED ON THE
    BLACK OF OUTER SPACE -- pinpointed with 
    piercing stars, several moons, a planet,
    and a bright-colored nebulae. As TITLES end --

    The following is related in the story, roll-up
    format:

Long ago, in a galaxy far, far away, the Old Republic was
crumbling away, rotting from the corruption and treachery
within. Power-hungry technocrats and wealthy bureaucrats
maneuvered and bribed their way into office, while one am-
bitious senator plotted to destroy the Jedi and rule the
galaxy.                                                          

Hoping to restore virtue and the remembered glory of the
Republic, the High Council of Senators dispatched the Jedi
Knights - protectorate of justice in the galaxy - on a
quest to retrieve the lost Kaiburr Crystal. They believed
that the small diamond-like object (which intensified the
power of the Force) would unite the disaffected among the
people and would destroy the corruption around them.

However, within their Council, the evil Senator Palpatine
had other traitorous designs. Foreseeing that the Crystal
would secure his position as Emperor, Palpatine deceived one
of the Jedi Knights and sent him to acquire the Crystal.

DISSOLVE TO:





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FALL OF THE REPUBLIC
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SCENE 1: Sigma Vulcanus -- a new, evolving world, that is con~
             stantly being shook by violent earthquakes and volcanic
             eruptions, and which is devoid of sentient life-forms.


           On the molten, volcanic world of Sigma Vulcanus, Anakin
Skywalker, a handsome, swarthy man with a dignified stature,
makes an important discovery. Using his lightsabre (as the
equivalent of a divining rod), he uncovers the legendary Kaiburr
Crystal. It pulsates with energy and fills Skywalker with a false
sense of power and importance. But before he can savor his tri-
umph, and return the Crystal to Palpatine, he is confronted by
his old friend, and fellow Jedi Knight, Obi-Wan Kenobi and re-
quested to explain his actions. Anakin refuses, and instantly,
the two knights draw their lethal weapons and become locked in
mortal combat.

           Anakin Skywalker, as if controlled by another force,
strikes swiftly in rage; but Obi-Wan Kenobi, the more experienced
Jedi, easily deflects the furious blows of his young opponent.
"Let go of the Crystal, my friend! Its power will consume you
and turn you against the Jedi Knights," Kenobi explains. But the
words are unheeded by the young Jedi, and the conflict continues.

                                                    

           Skywalker attacks Obi-Wan again, forcing him to discard
his defensive posture. Kenobi parries the thrust and sends Ana-
kin's lightsabre flying out of his hand. At precisely the same
moment, a cataclysmic earthquake rocks the planet. The effect



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is devastating: fissures, in the earth, crack open and shout
walls of flame; thunder and lightning strike violently from
the sky; and several volcanoes burst and bubble.

          The young Jedi struggles to regain his lightsabre, but
loses his footing and plunges, still in possession of the Crys-
tal, into a pit of molten lava.

Kenobi hurries to the edge of the volcano and looks
down; but he is too late to save his former friend: Skywalker
is completely engulfed in lava. With tears in his eyes and
anguish in his heart', Obi-Wan picks up Anakin's lightsabre and
bids a sad farewell to the body of his friend.

CUT TO:

SCENE ~: Jhantor -- is "the bright center of the universe."
         Highly populated and technology-orientated, it is an
         old world of many contrasts: the huge, domed capital,
         with its elaborate space ports and transportation sys-
         tems, stands adjacent to an ancient castle and temple.

       In another part of the galaxy, on the capital world of
Jhantor, Palpatine enters his senate chambers - followed closely
By a brash, young courtier named Prince Valarium - and assumes
his place at the head of the conference table. Valarium stands
next to him and whispers in his ear as Palpatine's wizened eyes
travel around the table from man to man.

        Through a terse discussion with his cabinet members and
personal guard, Palpatine reveals that he has bribed or black-
mailed most of the High Council members into voting for him as



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FALL OF THE REPUBLIC
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President; but he is concerned with three senators who cannot be
swayed - Tars Courtney. Mon Mothma, and Bail Organa. He further
explains that, once they have been eliminated, he intends to have
his troops take over the Spice and Mineral Mines and blockade the
commercial shipping lanes.

           Several of his personal guard nod their approval; however-
two young officers stand and voice their disagreement. Lieutenant
Motti (bright, young and smartly-dressed) and Commander Tarkin
(thin, hatchet-faced with dark eyes) report that Palpatine's mili-
tary force (which he has genetically engineered on the prison
planet) are en route to the Spice Mines and Starports and that
they are ready to take command of the Starfleet; but they fear
the swift retribution of the Jedi Knights!

           "I think I know the best way to deal with that rabble,"
Palpatine announces, standing and walking over to his cabinet.
"It's time that I demonstrate my absolute power--"

       Taking a large, crystal globe from his cabinet, Palpatine
strokes it with his long, well-manicured fingers, then traces the
longitude and latitude lines. The object begins to glow, and
(with ILM's help) conjures a series of images from the planet
Sigma Vulcanus. These images combine and crystalize on the single
image of the dead Anakin Skywalker.

LAP DISSOLVE TO:



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SCENE 3: Sigma Vulcanus

          Four shadowy figures - adorned only in dark, hooded
robes (which conceal their identity) - approach the charred,
motionless body of Anakin Skywalker and lift him from his firey
grave. Skywalker's flesh is torn and scabbed, his hair is
missing and clumped in disgusting patches. Deep scars trace
his face, and his body and limbs are without life.

       They place him on the ground with great reverence and
begin to administer to his injuries in an attempt to bring him
back to life. One robed figure motions to the other: "Bring me
the herbs and remedies." He actually says nothing but is instantly
understood by the others. A third figure sprinkles the body with
a powder, while a fourth looks toward the stars and begins to
chant in a deep, rumbling voice.

       In a matter of moments, the lifeless body of Anakin Sky-
walker stirs, as we
                                                  CUT TO:

SCENE 4:Dagobabah(Introduced in Episode Five: Empire Strikes Bk)
                   Far across the galaxy, on the bog world of Dagobah, Obi-Wan
         Kenobi walks through the dense fog and pauses, unhappy and de-
         jected because he has been forced by circumstances to kill his
         friend. He turns to Yoda, his eight hundred year-old teacher,
         and says: "I have failed, Master Yoda."



September 6 1983
FALL OF THE REPUBLIC
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             Yoda gives him a contemptuous stare, then closes his
eyes: "No good is it to teach you when vou have not yet learned
patience! Humility!"

            Obi-Wan shakes his head and offers an excuse as his re-
ply: "But Anakin was my friend, The Force was with him very
strongly, and I thought that I could be as good a teacher as
you were with me," He pauses and breathes a deep sigh: "I fear
my mistake may have terrible consequences for the galaxy!"

           The Jedi Master points a crooked finger at him, "Most
important lesson have you learned! Now a great burden you carry."

           Kenobi squeezes his tear-filled eyes shut and drops his
head in defeat. But Yoda is immediately at his side to offer
comfort and to reveal that Anakin is not dead. He further explains
the incidents which have just taken place and foresees a deadly
conflict.

              The Jedi Knight is pale and silent for a long moment. Then,
slowly he too recognizes the entire awesome threat that Palpa-
tine has brought to the Old Republic. He thinks of the lives of
his friends (Lady Arcadia Skywalker and Bail Organa) and realizes
that he must leave immediately for Jhantor,

                                                 CUT TO:




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SCENE 5: Bridge Interior -- a small, saucer-shaped freighter,
         with cramped quarters and a cockpit-like bridge.

       On the starship bridge, Captain Antilies - a rugged,
mustached thirty-year old - makes final calculations for his
approach to Jhantor when two tractor beams lock-on and bring
his vessel to a halt. His short-range scanners reveal two
sentry fighters, swooping into a holding pattern on his port
and starboard sides. The sentry pilots order him to heave to
and prepare to be boarded.

"No," he snarles in reply - but quickly reconsiders,
when his protocol droid (C3PO) and his ten-year old, Correllian
cabin boy remind him that he is out-gunned. Antilles brings his
ship about, and, in moments, despite his objections, a handful
of Palpatine's troops board the freighter and confiscate his
cargo.

       Captain Antilles curses the officer in charge, and ex-
plains the incident is far from over, as we

                                                 DISSOLVE TO:

SCENE 6: Jhantor

       When the tragic news of Tars Courtney's assassination
reaches her embassy chambers, Lady Arcadia Skywalker is shocked
and hastily gathers her servants and droids to leave for her
homeworld. She is a beautiful matron, who is in the last stages
of pregnancy, and she is fearful for her unborn child (or children).




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For the last several weeks, she has watched the order of Jhantor
deteriorate into anarchy under the rule of Palmarine, and she
has made plans to escape, by smuggling her household aboard a
spice freighter.

         But in the docking bay, Lady Arcadia and her party are
suddenly surrounded by a heavily-armed detachment of troops,
activating their weapons and raising them to firing position.
She turns to the officer in charge and demands to know what's
going on; but he doesn't know - he is simply following orders.
She resists his authority, claiming diplomatic immunity; but
quickly reconsiders when the voice of evil echoes through the
bay:

           "You mustn't be so hasty, Lady Skywalker!" President
Palpatine emerges from the shadows, accompanied by Prince Val-
arium and explains that Arcadia, her servants, her droids, and
her pilot are being placed under his protective custody.

                                         CUT TO:

!

SCENE 7: Sigma Vulcanus -- The Monastic Order of the Sith -
         a spartan-like retreat, high atop a mountain ridge.

      Through a montage of scenes, wherein Anakin Skywalker re-
mains in a coma, the silent, robed figures minister to his in-
juries. Their task is an awesome one: First, in a most sophis-
ticated furnace, they forge battle armour and a metal breath-screen



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 FALL OF THE REPUBLIC
 Page 9


skull-like in appearance) that will cover his demolished visage.
Next, they amputate his arms and limbs that no longer function,
repair vital organs and encase the torso - forever - in the
dreaded armour and artificial respirator. Finally, they restore
the severed limbs with intricate computer circuitry and revive
him from his comatose state. Anakin Skywalker becomes Darth Vader,
more machine than man!

      Following his repairs, the monk-like figures (still hidden
under their hooded robes) begin to instruct Vader in a dark, evil
parody of Luke's apprenticeship under Yoda. Darth Vader is taught
many sorceror's skills; he is lectured on the sinister machinations
of the Force and is shown how to construct an even more lethal
sabre using fragments of the shattered Kaiburr Crystal. But with
each new challenge and skill accomplished, Vader is doubtful of
purpose. He knows he is being trained as a power weapon - and
yet, he cannot conceive why.

      Angered by this confusion, and the fear that his humanity
(and manhood) has been stripped away, Darth Vader strikes out in
rage at one of his hooded teachers only to discover an empty robe.
He is momentarily terror-stricken and then mystified as, one by
one, the hooded figures vanish - in a strangely, compelling way -
to reveal a 3-D holographic image of Palpatine.

     "Yes. Yes." Palpatine taunts him, "Only now do you conceive
that it was my force of will that saved you - that kept you alive
- and that gave you life again!"



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          Darth Vader extends a courtly bow to Palpatine and thanks
him for his life. But Palpatine is not interested in gratitude.
He is in need of a powerful weanon and an obedient servant, and
he reminds the former Jedi that he has the power to crush him
should he desire. He then forces Vader to his knees and com-
mands: "Now come to me, my servant. I have an important task
that will complete your training!"


CUT TO:

SCENE 8: Jhantor -- Docking-bay and City Exteriors

          Obi-Wan Kenobi's approach and arrival on Jhantor is un-
detected by the planetary defenses. Marshalling his Jedi strength
and cunning, he is able to slip past the sentries in the docking-
bay, edge by the troops patrolling the perimeter and reach the home
of Lady Skywalker. But when he reaches the embassy, the huge
chambers are silent and empty - and there are no apparent clues
as to the Lady's whereabouts.

          Then, out of the darkness, Captain Antilles appears and
confirms what Kenobi already suspects: The Lady and her _party
have been detained as "guests" of Palpatine in the prison cell
block. After introducing himself (as Captain of a Correllian
freighter), Antilles explains that he came to her embassy, seeking
the help of the Merchanter's Guild (because of the piracy of his
goods), and discovered an R2 unit (Artoo Detoo) that had slipped
away during her capture, cowering in the shadows. He further re-
veals that the R2 unit has monitored her termination notice!



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          Realizing that he has little time, Obi-Wan enlists the
pilot's aide; and the two men, accompanied by the stubby, me-
chanical droid, hurry toward the cell-block.

                                         CUT TO:

SCENE 9: Jhantor -- Palpatine's Senate Chambers

            Palpatine orders his guards to bring the captured slaver
to his senate chambers. While pacing back and forth, he examines
the individual who stands before him in chains and shrewdly con-
siders his fate: Boba Fett, the lone survivor of a group of com-
mados the Jedi defeated on Mandalore during the Clone Wars, is
charged with interstellar slavery and the cold-blooded murder of
the Jedi Kane Starkiller (Refer to Star Wars: Episode II). Fett's
battle-scared face snears at the charges, defending his actions
as "righteous vengeance."

             The evil President stares malevolently at Boba Fett for
several moments, then offers him his freedom (and his confiscated
slavership) in exchange for the extermination of the Jedi Knights.
He also promises him a rich bounty for each Jedi scalp that he
brings back; he wants proof of their deaths - and no disintegra-
tions. Fett grins and replies that he may have difficulty in
locating them since they are scattered throughout the galaxy. But
Palpatine reassures him that the task should be an easy one with
the President's secret weapon.

Boba Fett dubiously agrees, as his chains are unlocked and
he is escorted from the chambers.

 


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          As the slaver exits, Prince Valarium - accompanied by a
few personal guards - announces the arrival of Darth Vader.
Palpatine, in a quiet whisper, advises Valarium to - personally
 - supervise Lady Arcadia's execution, then requests that Vader
be shown in.

          As the guards stand aside, Darth Vader, tall and threat-
ening in flowing black robes and armour, enters the chamber and
kneels before his master. Palpatine smiles, looking at his
nightmare creation in black, and commands him to hunt down and
destroy the Jedi Knights. Vader is hesitant and requests per-
mission to visit his wife. But Palpatine refuses, telling his
servant a vicious lie that she has been murdered by his comrades 
and produces his crystal globe as evidence.

        Seemingly unmoved, Vader' turns to look at a series of
images Palpatine conjures (from the globe). The images re-create
- in holographic form - the treacherous betrayal and murder of
Lady Arcadia by two of Vader's fellow knights. (Note: since the
images are too brutal for our saga, tight point-of-view camera
angles should convey the details.) When the last image vanishes,
the Dark Lord, fooled by the false images, stands, ignites his
lightsabre and strikes the crystal globe with monumental anger.
And this rage completes Vader's journey to the dark side.

                                                   LAP DISSOLVE TO:

SCENE 10: Jhantor -- Cell-Block



                                         September 6, 1983
                                         FALL OF THE REPUBLIC
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          Meanwhile, deed in the cell-block dungeons, Obi-Wan
Kenobi and Captain Antilles over-power a pair of detention
guards and open Lady Arcadia's cell. Overjoyed to find her
still alive, Obi-Wan embraces Arcadia warmly, then senses the
pains of her motherly contractions. Antilles interrupts their
embrace and reminds them to save their hellos until they're
safely out of the cell-block. But, as they leave the cell,
Prince Valarium and his person guards appear and draw their
weapons. Antilles exchanges fire with the guards, and Obi-Wan
and Arcadia hurry off into the dungeon maze, followed closely
by the Correllian pilot.

         Retreating down a linking corridor, past the cell-block
armory, the two heroes - with their pregnant fugitive - decide to
stand firm and fight. Captain Antilles charges his weapon and
blasts away at the detention guards, while the Jedi Knight con-
centrates all his thoughts and feeling on detonating the arsenal
and sealing the dungeon exit. But, in the midst of his efforts,
Kenobi's heightened senses feel his former friend's rage. The rage,
in turn, betrays Vader's thoughts and President Palpatine's sinis-
ter mission (to Obi-Wan).

          "Whatever you're doing - do it faster!" Antilles shouts,
snapping the Jedi out of his daze. Kenobi immediately refocuses
his energy and, in a matter of moments, the armory explodes, iso-
lating the guards from them. However, the noise and excitement
are too much for the Lady Skywalker as she doubles over in pain.




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The Correllian pilots fears she's been hurt by flying scrapnel -
but Kenobi says she's having a baby and advises Antilles take
her to the safety of his freighter. He further explains that he
must leave - in spite of his desire to help Arcadia - to warn his
fellow knights of Vader's treachery.

CUT TO:

SCENE 11: Jhantor -- Palpatine's Chambers

        Reporting to the President's chambers, Valarium reluc-
tantly tells of Lady Skywalker's escape. Palpatine is angered
and quickly orders - over his private comlink - a division of
troops to search the city. He then orders the arrest of Mon
Mothma and Bail Organa to prevent any further interference in
his plans.

Turning to Valarium, Palpatine's face darkens to an insane
fury. Blinding energy bolts shoot from his finger tips, and the
young Prince is struck down. "Don't fail me again!" Palpatine
warns, as Prince Valarium crawls, like a wounded animal, to his
side and gasps, "Never..."

CUT TO:

SCENE 12: Jhantor -- Docking bay, interior of saucer-shaped
          Correllian freighter

           In the dank, dark hangar-bay, Obi-Wan Kenobi departs in
his starship, and Captain Antilles turns his attention to one of
his most difficult tasks. With the nervous assistance of C3PO,
he first comforts Lady Skywalker, then helps deliver her children.
The moment is a joyous, mystic one as Luke and Leia take their 1st




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breath and begin crying. But that special sound of babies crying
brings a detachment of troops down upon them!*

           *Special Note: The troops should be costumed differently
    from the stormtroopers because they are part of Bail Organa's
    personal guard - but the scene should cause a false moment of
    suspense for Antilles, and the audience.

                                         LAP DISSOLVE TO:

SCENE 13~ Jhantor -- Palpatine's Chambers

           Still enraged from Valarium's carelessness, Palpatine plots
a unique political move that will destroy Lady Arcadia's influence
with the Merchanter's Guild and further cement his power with com-
merce and industry. He first frees a handful of pirates and bribes
them to raid the Spice Mines and Mineral Spings; he then orders
his personal troops to eliminate the pirates and guard - as well
as regulate - the shipping lanes.

       But, in the midst of his political maneuvering, Palpatine
is struck down - paralyzed - for a few, fleeting moments. When
he regains his composure, he is deeply disturbed by a nightmare
premonition, a tremor in the Force which threatens his well being.
He senses Lady Arcadia's true strengthe - the birth of a son that
would one day challenge his power. (But he fails - in his twisted
wickedness - to sense the second child!)

       Sending his special group of assassins into Jhantor,
Palpatine orders them to kill every new-born son - both in the
capital city and the nearby outlands - because, for the first
time in his life, he is afraid. (The character should be played
much like Herod's in the New Testament.)





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        This brutal action (of Palpatine's) spawns screams of
anguish and unrestrained weeping as the soldiers - unquestion-
ingly - carry out their violent task. (Note; the horror of the
events will be merely suggested - and not shown - to our cameras.)

                                                      IMMEDIATE CUT TO:

SCENES 14 TO 18: Numerous Worlds -- Each distinct in their own way
         
         Across the galaxy, in a terror-filled montage of scenes,
wherein we glimpse numerous worlds and races, the betrayal and
execution of the Jedi Knights is perpetrated. Darth Vader and
a handful of Palpatine's assassins barge into an exotic saloon
and eliminate an alien-looking Jedi amidst screams and mass hys-
teria from the patrons.

         While this is happening, Boba Fett leads a group of storm-
troopers into a docking-bay and disintegrates the Knight mending
repairs on his starship.

         And by the time Vader and his cohorts have slipped into
the quarters and strangled a sleeping Jedi, Boba Fett, accompanied
by several trained assassins, chases down and executes a fleeing
Jedi and his family. However, the abomination of Vader (as well
as Palpatine's sinister plan) is not complete until he destroys
the remaining Jedi Knights as they make a final stand. The battle
is fearsome, and the Jedi force manages to kill a large number of
troops; but they are vastly outnumbered, and soon, they are mass-
acred - to the last man - by Vader's troops.



September 6, 1983
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         After dismissing Boba Fett and his troops, Darth Vader
looks over the battlefield, at the dead bodies, then takes a
deep breath and says, "Kenobi, I will deal with you myself..."

         Obi-Wan Kenobi hears Vader's world - but he is too far
in space to offer him a challenge. He accelerates his starship,
thinking of his compatriots, and hurries to the planet. However,
arriving several hours too late, Kenobi is disheartened to find
the dead bodies of his fellow Jedi Knights. He unhappily builds
a funeral pyre and burns their bodies (in a ceremony befitting a
viking hero).

         He then examines the broad, huge footprints in the sand,
and whispers Darth Vader's name.

                                         CUT TO:

SCENE 19: Jhantor -- The Alderaan Embassy -- Well-guarded, the
          building is deceptive in its heavy fortification.

          With very little military effort, a special detachment of
troops take Captain Antilles, Lady Skywalker and party through
the defenses of the Alderaan Embassy and deliver them to a dark-
ened conference room.

          Bail Organa, Viceroy and 1st Chairman of the Alderaan
System, enters the room and apologies to his guests for frighten-
ing them with his personal guard; but he confesses that his cau-
tion is not without warrant: Jhantor was full of spies and assassins



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and the R2 unit (in her embassy) could have been a clever trap.
He further explains that his colleagues had put too much trust
in the stability of the Republic, failing to realize that
while the body might be sound, the head was growing diseased
and feeble, and they were all dead! There is deep bitterness
in his voice, and genuine concern for Lady Arcadia.

        Antilles and Arcadia accept his apology and anxiously in-
sist upon diplomatic sanctuary. But, as news of Palpatine's
takeover of the Merchanter's Guild and the galactic shipping
lanes reaches the Embassy, the outlook is grim! Organa curses
loudly, suddenly realizing that there was nothing he could do to
prevent the fall of the Republic and guarantee their safety.
Pragmatically, he prays for their salvation by the Jedi Knights
(unaware of their extinction), then orders the immediate evacu-
ation of the Embassy.

CUT TO:

       SCENE 20: Jhantor -- Palpatine's Chambers

                 With grim anticipation, Darth Vader, the Dark Lord of the
Sith, kneels at his ruler's feet and reports his success. Palpa-
         tine is pleased that his servant has eliminated all but one of
         the Jedi Knights and smiles - with evil delight - at Valarium
         and the other members of his cabinet. He then asks the fate of
         Obi-Wan Kenobi. Vader is hesitant and replies that he and Kenobi
         have a private matter to settle! But that answer is not satis-
         factory enough.



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            Palpatine pauses in his interrogation and boasts of his
ambitious plans (of galactic conquest) to Vader and the others
that are assembled: his fe traitorous lieutenants have betrayed
their superiors and taken control of the Starfleet; his troops
have successfully routed marauding pirates and have begun to regu-
late commerce and industry along the shipping lanes; and his po-
litical arrangements with greedy landlords, sadistic gangsters,
and power-hungry governors have made his power absolute. He ex-
plains (that he has told them this to illustrate) that his control
is predicated on his personnel following order, even at the cost
of their own lives!

            Pausing a second time, Palpatine dismisses Valarium, and
orders him to report to the control center. The young prince
agrees and bows slightly, a gesture Palpatine acknowledges with
a perfunctory salute. Then he spins and strides from the room,
leaving the Dark Lord looking from man to man in confused silence.
As Valarium steps into the corridor, he is grabbed and assassin-
ated by Palpatine's guards.

            Darth Vader then nods his understanding as the evil Pres-
ident reminds: "The fate of those who fail me is death."

                                          IMMEDIATE CUT TO:

SCENE 21: Jhantor -- Docking-bay

            In the docking-bay, the massive evacuation of the Alde-
raan Embassy is taking place under tight security. The humming
of elevators and the moving of heavy equipment echo through the
large chamber as the bustling flight crews make ready their



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Page 20

freighters and the pilots perform final checkouts. Bail Organa,
with the "help" of See Threepio, supervises his men loading
supplies and ammunition, while Artoo Detoo aids the Lady Arcadia
with her two infants. Captain Antilles is suspiciously nowhere
to be found.

          Momentarily, the defensive sensors sound alarm - but they
are quickly silenced when the unknown danger is identified as
Obi-Wan Kenobi's approaching starship. Once in the docking-bay,
Kenobi emerges from the craft and informs Bail Organa and his
anxious troops that the Jedi Knights have all been destroyed by
the treachery of President Palpatine and the hand of Darth Vader.
A heart-felt murmur sweeps over the docking-bay, like a swell in
a heavy sea. The last Jedi knight's second piece of news is even
more grim: the Starfleet, under the command of Palpatine's forces,
have formed a perimeter blockade, and their purpose is to prevent
Organa from leaving and force him to surrender his ground troops.

         Bail Organa curses quietly to himself, recognizing the
futility of further conflict. The great leader Viceroy and 
Senator of the Alderaan system - has fought many battles: he
has fought along side Kenobi and the other Jedi Knights during
the Clone Wars, and has helped to eliminate piracy and slavery
- with the crusading Lady Arcadia - in the formation of the Mer-
chanter's Guild. But this time, he realizes that he is out-
matched! Organa acquires a comlink from one of his men and be-
gins to broadcast surrender orders to his troops.




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Page 21

         When suddenly, dozens of Merchanter's Guild members of
all species and life-forms, follow Captain Antilles into the
Docking-bay and assemble around Bail Organa. The group of
freighter pilots and navigators is an impressive one: There
are representatives from Mon Calamari, Bespin, Sullest, Correllia,
Mandalore, Kessel and Alderaan. Some are wearing fatigures, loaded
with weapons and tools, while others are adorned in their native
wear.

           "Some of them still have their ships - and the others
will fly anything we can put in the air." Antilles reports, and
the morale of Organa's men is revived again. "And if this action
makes us pirates and outlaws - in the eyes of Palpatine's new
empire - then we're with you one hundred percent!"

           As the two groups of men (and aliens) hurry off, cheering
the success of their united departure, Obi-Wan Kenobi approaches
the Lady Arcadia with his painful secret. He relunctantly admits
that his pride (in the Force) may have betrayed Anakin to Palpa-
tine and that the man she once loved was now a hideous monster,
more machine than man. She is, at first, taken aback, chilled
by his statement; then, with tears in her eyes, she confesses
that she, too, felt him slipping away - many months before - and
was unable to reach him either.



September 6, 1983
FALL OF THE REPUBLIC
Page 22

     
        Obi-Wan Kenobi and Lady Skywalker exchange a tender em-
Brace, and recognizing the potential danger that they both
faced, they arrange to separate the children with the hope that
they would be united one day as brother and sister. Kenobi will
take Luke to live with his brother Owen on Tatooine, while Ar-
cadia will arrange for Leia to live as daughter of Senator Or-
gana, on Alderaan. This way the children would have a better
chance of survival should one (or the other) be discovered by
Vader!

                                         CUT TO:

SCENE 22: Bridge Interior -- Flagship of the Starfleet* in the
          Jhantor Sear System

           Darth Vader emerges from his private shuttle and strides
past a handful of troops in formation. His presense is awesome
and threatening as he approaches the starship captain. Commander
Tarkin bows from the neck down and advises his superior that they
were ready to annihilate anyone who attempts to run the blockade.
Tarkin is over confident in his appraisal of the situation, and
that reflects in his conversation with the Dark Lord.

            *Special Note: The Starfleet - at this moment in galactic
history - is composed largely of heavy cruisers, destroyer and
spacecraft carriers, with a full complement of fighters. There
are no Star Destroyers, Death Stars or TIE fighters because the
Republic's Starfleet was used primarily for exploration and occas-
sional law enforcement. However, under the ruthless command of
Darth Vader, it is a formidable opponent.




 September 6, 1983
 FALL OF THE REPUBLIC
 Page 23

      
           Vader turns to face the Commander, his towering figure
looming menacingly over the officer, and Tarkin feels a chill
course through his veins. Vader warns that Palpatine wants
Bail Organa and his diplomatic party captured alive (if possible)
so that they would face the embarrassment of a public tribunal.
And the Dark Lord adds that he wants Kenobi (!), his voice con-
veying the image of a dreadful fate (that would be inflicted) if
his commands were not executed.

       Tarkin reluctantly salutes and backs away from him,
angered that their positions were not reversed. He barks several
commands, and his troops spring to battle stations.

                                         DISSOLVE TO:

SCENES 23 TO 27: Jhantor Star System -- Various types of space-
                 craft against a backdrop of stars and a brightly
                 colored nebulae

           Alarms sound full alert as the handful of freighters,
transport ships, blockade runners, luxury cruisers and one-man
fighters approach the armada of the Starfleet. The ships attempt-
- first - to cross the blockade with the diplomatic colors and
symbols of Alderaan; but, when that fails, they energize their
main deflector shields and prepare to fight their way through.
(Captain Antilles and Obi-Wan Kenobi hold their groups up as the
first wave attacks. )

           Keeping a tight formation, dozens of transport ships and
luxury cruisers move in close to the Starfleet armada - and begin
blasting away, while fifty-or-so small freighters and one-man



September 6, 1983
FALL OF THE REPUBLIC
Page 24

fighters race across their surfaces, zipping between laser bolts
as they engage the small pursuit fighters. Their plan is one
of strategic genius: by flying in close, the rebel group emascu-
lates the fire-power, which is ineffective at close-range, of the
larger ships. Additionally, the erratic and hot-dog flying of the
Merchanter's Guild members confuse and place the military pilots
at a momentary disadvantage! And that disadvantage is exploited:
Antilles and Kenobi launch the second wave of ships and wait
tensely to join the conflict, or make their escape.

       However, the heroic efforts (of the rebel flight crews)
are brought to an abrupt halt by the armada as the heavy cruisers
fire broadsides at point-blank range, disregarding their own
safety. The Starfleet's audacious and dangerous move seems to
turn the tide of battle: small one-man fighters scatter, luxury
cruisers reverse their engines, and freighters drop their addi-
tional weapons and accelerate away. But, as the proton beams
take their toll, last ditch, suicide runs are made by the damaged,
rebel craft: a cargo freighter - loaded with weapons and cargo -
heads on a collision course for one of the Destroyers and explodes,
while a transport ship - mortally wounded in combat - limps at a
heavy cruiser and detonates its nuclear engines, destroying his
opponent with him. The balance of the small craft punch through
holes and race for open space!



September 6, 1983
FALL OF THE REPUBLIC
Page 25

      
         Captain Antilles, piloting the saucer-shaped freighter
(with Bail Organa, Lady Arcadia, and party aboard), dives into
the chaos, then steers through the battle. Once clear, he en-
gages his ship's hyperdrive and soars away at light speed.
Several pursuit craft follow - but their weapons are ineffectual
against his ship's deflector shields and their ion-propelled en-
gines are no match for his.

           In another sector of the battle, Obi-Wan Kenobi's starship
swoops past an engagement and accelerates into space, pursued by
Darth Vader's flagship. Kenobi executes a series of stunning
maneuvers in an effort to loose the Heavy Cruiser; but he quickly
realizes that it will not be easy to shake. Marshalling the
Force around him, the last Jedi prepares for a death-defying stunt.
He then guides his starship into the nebulae; and with his de-
flector shields (and the Force) at full intensity, Kenobi flies
through the core of the exploding star.

        Darth Vader stands silently on the Bridge of his starship,
-gazing in disbelief at the-brightly-colored nebulae. He demands
 the scanning sensors probe the area for any sign of the Jedi knight
 - but the results are negative! Gravely disappointed, the Dark
 Lord orders the Flagship returned to the fleet and walks away,
 sensing that they would meet again.



September 6, 1983
FALL OF THE REPUBLIC
Page 26

       The victory is an incomplete one for Palpatine's forces.
His Starfleet has destroyed or captured nearly three dozen ve-
hicles - but scattered throughout the galaxy were rebelous pi-
rates and outlaws that he would one day have to deal with!

                                         LAP DISSOLVE TO:

SCENES 28 TO 30: EPILOGUE --

          Jhantor -- Emperor Palpatine, with Darth Vader, the Dark
Lord of the Sith, at his side, smiles malevolently and plots his
next move as his assembled troops chant: "Long Live Palpatine!
Long Live the Empire!!"

           Alderaan -- Lady Arcadia Skywalker - now a common servant
in the Organa household - sings her daughter to sleep under the
watchful sensors of Artoo Detoo and See Threepio, while Bail
Organa awards Captain Antilles with a commission in his service.

          Tatooine -- Obi-Wan Kenobi, the last Jedi Knight, delivers
the infant boy to his brother Owen Lars, then disappears into the
desert wasteland, awaiting the day when Luke would claim the light
sabre of his father (from him) and become a man.


FADE OUT.



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