From: knodel@magnus.acs.ohio-state.edu (Jeffrey H Knodel)
Newsgroups: rec.arts.sf.starwars
Subject: SW3 storyboard
Summary: just in case someone hadn't seen this.
Date: 16 Apr 92 00:48:28 GMT
Article-I.D.: magnus.1992Apr16.004828.21737
Distribution: na
Organization: The Ohio State University


Just in case you hadn't already seen it, here is a copy of the
would-be storyboard for SW3 that is floating around the net.

Its long, and interesting, but probably not real.




                 STAR WARS III:  FALL OF THE REPUBLIC

                   Story treatment by John L. Flynn

                         Adapted from Part I:
                          "The Adventures of
                           Obi-Wan Kenobi"

                      The Journal of the Whills
                           By George Lucas


        FADE IN:

        MAIN AND CREDIT TITLES SUPERIMPOSED ON THE
        BLACK OF OUTER SPACE -- pinpointed with
        piercing stars, several moons, 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:

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 2



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

triumph, and return the Crystal to Palpatine, he is confronted by

his old friend, and fellow Jedi Knight, Obi-Wan Kenobi and

requested 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 un-heeded 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 is

devastating:  fissures, in the earth crack open and spout walls

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 3



of flame; thunder and lightning strike violently from the sky;

and several volcanos 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 2:  Jhantor -- is "the bright center of the universe."
          Highly populated and technology-oriented, it is an old
          world of many contrasts:  the huge, domed capital, with
          its elaborate space ports and transportation systems,
          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 a 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

President, but he is concerned with three senators who cannot be

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 4



swayed - Tara 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; how-

ever, two young officers stand and voice their disagreement.

Lieutenant Motti (bright, young and smartly-dressed) and Com-

mander Tarkin (thin, hatchet-faced with dark eyes) report that

Palpatine's military force (which he has genetically engineered

on the prison planet) are en route to the Spice Mines and Star-

ports 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 form 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 crystallize on the

SINGLE image of the dead Anakin Skywalker.



                                          LAP DISSOLVE TO:

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 5



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 fiery 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

Skywalker stirs, as we



                                          CUT TO:

SCENE 4:  Dagobah (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 dejected 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
                                          Page 6





        Yoda gives him a contemptuous stare, then closes his

eyes:  "No good is it to teach you when you have not yet learned

patience!  Humility!"



        Obi-Wan shakes his head and offers an excuse as his

reply:  "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

Palpatine 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:

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 7





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

        On the starship bridge, Captain Antilles - 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 snarls 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

explains the incident is far from over, as we

                                          DISSOLVE TO:

SCENE 6: Jhantor

        When the tragic news of Tara 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).

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 8



        For the past several weeks, she has watched the order of

Jhantor deteriorate into anarchy under the rule of Palpatine, 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

Valarium, 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

remains 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 (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 -

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 9



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 is was my force of will that saved you - that kept

you alive - and that gave you life again!"



        Darth Vader extends a courtly bow to Palpatine and thanks

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 10



him for his life.  But Palpatine is not interested in gratitude.

He is in need of a powerful weapon 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

commands:  "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

undetected 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 reveals that the R2 unit has monitored her termination

notice!

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 11





        Realizing that he has little time, Obi-Wan enlists the

pilot's aid; and the two men, accompanied by the stubby,

mechanical 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

considers his fate:  Boba Fett, the lone survivor of a group of

commandos 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-scarred face sneers 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

disintegrations.  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

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 12



and he is escorted from the chambers.



        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

threatening 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

permission 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, ignite his

lightsabre and strikes the crystal globe with monumental anger.

And this rage completes Vader's journey to the dark side.

                                          LAP DISSOLVE TO:

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 13



SCENE 10: Jhantor -- Cell-block

        Meanwhile, deep in the cell-block dungeons, Obi-Wan

Kenobi and Captain Antilles overpower 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

personal 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

concentrates 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 sinister 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.

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 14



The Correllian pilot fears she's been hit by flying shrapnel -

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 interferences 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
          Correlian 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 breath and begin crying.  But that special sound

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 15



of babies crying brings a detachment of troops down upon them! *

             * Special Note:  The troops should be costumed dif-
        ferently 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 commerce and industry.  He first frees a handful of

pirates and bribes them to raid the Spice Mines and Mineral

Springs; 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

premonitions, a tremor in the Force which threatens his well

being.  He senses Lady Arcadia's true strength - 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.)

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 16



        This brutal action (of Palpatine's) spawns screams of

anguish and unrestricted 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 its 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 hysteria

from the patrons.



        While this is happening, Boba Fett leads a group of

stormtroopers into a docking bay and disintegrates the Knight

mending repairs in his starship.



        And by the time Vader and his cohorts have slipped into

the quarters and strangled a sleeping Jedi, Boba Fett, accom-

panied 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 massacred - to the last man - by Vader's troops.

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 17





        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 words - 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

darkened conference room.



        Bail Organa, Viceroy and 1st Chairman of the Alderaan

System, enters the room and apologizes to his guests for

frightening then with his personal guard, but he confesses that

his caution is not without warrant:  Jhantor was full of spies

and assassins and the R2 unit (in her embassy) could have been a

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 18



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

insist 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

evacuation 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.

Palpatine is pleased that his servant has eliminated all but one

of the Jedi Knights and smiles - with evil delight - at Valerium

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

satisfactory enough.



        Palpatine pauses in his interrogation and boasts of his

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 19



ambitious plans (of galactic conquest) to Vader and the others

that are assembled:  his few traitorous lieutenants have betrayed

their superiors and taken control of the Starfleet; his troops

have successfully routed marauding pirates and have begun to

regulate commerce and industry along the shipping lanes; and his

political arrangements with greedy landlords, sadistic gangsters,

and power-hungry governors have made his power absolute.  He

explains (that he has told them this to illustrate) that his

control is predicated on his personnel following orders, 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

assassinated by Palpatine's guards.



        Darth Vader then nods his understanding as the evil

President 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

Alderaan 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

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 20



their 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 Merchanter's

Guild.  But this time, he realizes that he is outmatched!  Organa

acquires a comlink from one of his men and begins to broadcast

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 21



surrender orders to his troops.



        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 fatigues,

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 into 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 reluctantly admits

that his pride (in the Force) may have betrayed Anakin to

Palpatine, 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

embrace, and recognizing the potential danger they 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

Arcadia will arrange for Leia to live as daughter of Senator

Organa, 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 Star System

        Darth Vader emerges from his private shuttle and strides

past a handful of troops in formation.  His presence 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,
destroyers, 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 occasional law enforcement.  However, under the
ruthless command of Darth Vader, it is a formidable opponent.

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 23



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 conveying

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
                  spacecraft against a backdrop of stars and a
                  brightly coloured 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

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-

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 24



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

additional 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!



        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

engages his ship's hyperdrive and soars away at light speed.

Several pursuit craft follow - but their weapons are ineffectual

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 25



against his ship's deflector shields and their ion-propelled

engines 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 lose 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 deflector 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.



        The victory is an incomplete one for Palpatine's forces.

His starfleet has destroyed or captured nearly three dozen

vehicles - but scattered throughout the galaxy were rebelous

pirates 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

  September 6, 1983
  FALL OF THE REPUBLIC
                                          Page 26



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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