Synopsis:

As the Sith secretly plot the Republic's downfall, Anakin's fall to the Dark Side begins.

Intentions:

Episode II is probably the worst Star Wars movie ever made. It has terrible dialog, a terrible plot, terrible acting, and a confusing storyline. Can it be fixed? That is my intention, and while it can never be a great movie, I believe it is now very watchable. The romance between Anakin and Padme has been completely overhauled, so that their relationship becomes a strong and believable one. Anakin's relationship with Obi-Wan is also repaired. Additionally, almost all complicated and/or confusing elements of the plot have been eliminated. Dooku is the sole villain throughout, and there is no reveal to the Jedi or the audience about a Sith Lord controlling the senate. Finally, Jar-Jar screen time, as well as politics, have been stripped to the absolute minimum. Oh, and no Chosen One.

Change List:

- New Opening Crawl - Moved Dooku and Sidious scene to be the first scene with modified dialog, introducing Dooku by name and implying a plot to kill Padme. Dooku is now only Count Dooku; there is no mention of Lord Tyrannus. - Trimmed landing sequence of Padme's ship - Removed dialog where Corde apologizes to Padme while she is dying - Removed dialog where Padme says she shouldn't have come - Removed political discussion from start of Palpatine's Office scene - Removed Yoda's "warm feelings" line - Removed Jedi "Intelligence" pointing to disgruntled spice miners - Removed description of Count Dooku as "political idealist" - Removed Mace saying Obi-Wan just returned from a border dispute, and Palpatine's "Do it for me, my lady" pleading/creepiness - Removed Ani's "I haven't seen her for 10 years" line - Removed Jar-Jar antics when greeting Obi and Ani at the door. Jar-Jar now only has a single line in the entire movie, which is introducing the Jedi. - Removed Ani's "Grown more beautiful I mean" line, and Padme's lines about always thinking of Ani as a little boy. The exchange should now just feel like an awkward one, with equal amounts of flirting from both sides. - Removed Ani "promising" to catch the assassin - Modified Obi/Ani ensuing dialog to reduce Obi's insulting attitude towards Ani (no "must we go through this again," no calling Anakin a "young padawan learner," etc.) - Removed Ani's pining for Padme to Jar-Jar (She didn't even notice me…) and Obi and their reactions - Removed Obi's "let's check the security" line and the shot of Anakin walking away. It's a redundant line given the next scene we hear that Obi has just checked the security. - Trimmed Jango's instructions to Zen (no excuses from Zen and no threats of no more second chances from Jango) - Removed Ani's explanation why Padme covered the cameras (so he wouldn't be able to see her) and about Padme being "bait" - Removed all political discussion between Ani and Obi - Removed Ani wishing he could dream about Padme, and Obi's ensuing reaction about his oath to the Jedi Order and being mindful of his feelings. - Removed R2D2 activating and failing to notice the poisonous worms - Trimmed a lot of Obi's hanging from the probe scenes (no bumping into walls, no getting caught in traffic and being scolded, and other redundant shots) - Trimmed the descent of Obi into Ani's speeder - Removed discussion of Ani's Jedi abilities; we now go from "I couldn't find a speeder I really liked" directly to "There he is!" - Trimmed speeder chase; removed entry into the weird electric area, and removed some extra shots of the speeders diving and flying around during the chase - Removed Ani's dialog about wanting to catch the assassin; dialog is now Obi: "Where are you going? He went that way!" Ani:"This is a short cut, I think…" - Removed insulting lines by Obi after "That was some shortcut Anakin." Now we go directly to Ani jumping out of the speeder and saying "If you'll excuse me" - Shortened Ani's descent and landing on Zen's speeder, as well as his climbing up to finally use his light saber. - Removed any sign or mention that Zen is a changeling - Shortened foot chase after the speeder crashes - Removed Ani saying "She" went into the club (It's awkward dialog since Obi continues saying "he") - Shortened Ani's search in the club and shots of Zen stalking him - Removed Ani's lines "Easy" and the one about "Jedi Business" - Cropped out Zen turning into a changeling - Removed Mace asking Ani to go see Palpatine - Removed scene where Ani visits Palpatine - Removed Padme bestowing her Senatorial powers to Jar-Jar - Removed Ani whining/complaining about Obi-Wan, while Padme is packing - Cut short the packing scene after Padme says "Don't try to grow up too fast." All creepiness from Anakin in this scene is thus removed. - Removed Obi's instructions to Ani about not doing anything without checking in first - Removed Padme's line about her "Jedi protector" - Removed the (dumb) end dialog between Obi and the Captain about who is going to cause more trouble. - Greatly shortened the Diner scene. No talking robot waitress, no discussions about droids, no talk about the cloners. The scene is stripped to the bare minimum in order to get the information that the dart is from Kamino. - Removed Obi visiting the library scene (completely redundant, and the Librarian is just too annoying) - Removed Obi saying "hello" back to the Padawans (it just sounded too hollow/insincere) - Removed Obi/Yoda/Mace scene (e.g., no mention of the chosen one in the movie) - Added deleted scene with Obi/Mace where Obi departs for Kamino, with the following changes: * Obi's line "Do you think a Jedi could have erased those files" becomes "Do you think Count Dooku could have erased those files" * Removed discussion about Ani being too old to have been trained, as well as his feelings for Padme. Dialog now goes from Obi saying he is worried about his padawan being on his own to Mace responding.

Additional Notes:

Generally speaking, I made A LOT of edits. The biggest editing choices involved a complete re-arrangement of the story's structure. I have moved what used to be a "reveal" scene at the end of the movie to the beginning, making it establish firmly for the audience who the bad guys are. Count Dooku now only has one name throughout the movie (gone is any mention of Lord Tyrannus), and throughout the movie it is now easy to pin mysterious/confusing plot elements to him. The red-herring of Sifo-Dyas is also gone, as all mention of him has been erased. The story now has two threads: first, Obi-Wan's quest to track down the bounty hunter; since we know Count Dooku is behind the assassination attempt, we can instead focus on the mystery slowly unfold before Obi-Wan's eyes. Second, the romance between Anakin and Padme. Instead of the creepy whiny obsessed stalker that Anakin originally portrayed, there is now no shred of evidence that Anakin has any hidden/prior feelings for Padme. Instead, there is a mutual attraction that naturally builds each step of the way. By the time the kiss happens, it should feel natural, and by re-scoring the scene (complete with extra birds chirping and rushing water) I have allowed the kiss to fade into what now can only be seen as the "morning after." What once might have been a creepy line ("Your presence soothes me") now is a gesture of true affection. The original movie jumped around quite a lot; I have instead allowed portions of each storyline build a little longer (usually to some sort of mini-concluding event) before switching to the other. Perhaps the most important sequence that has been re-arranged is when Anakin searches/finds his mother. The original movie ordered the scenes like this: * Anakin's Mother dies / Anakin starts killing * Yoda/Mace scene with Yoda sensing Ani is in pain * Obi-Wan on Geonosis transmits a message to Anakin in non-realtime which R2 is receiving in the ship on Tattoine. * Anakin returns with his dead mother on his speeder * Anakin confesses to Padme his killing the Sand People, ending up crying in her arms * Shmi's funeral, interrupted by R2 * Anakin/Padme relays the previously taped message to the Council My sequencing allows the emotional moment started from Shmi's death to come to build to a natural conclusion: * Anakin's Mother dies / Anakin starts killing * Shmi's funeral (no R2 interruption) * Anakin confesses to Padme his killing the Sand People, ending up crying in her arms -- (natural end to the emotional arc) -- * …switch back to Geonosis where Obi-Wan discovers Dooku's plot * Obi-Wan on Geonosis transmits a message to Anakin in *real time* * Anakin/Padme relays the incoming message to the Council Beyond the major re-ordering of scenes, I have taken great care to trim dialog throughout to improve relationships (Obi-Wan and Anakin especially), remove bad humor, improve the likability of Anakin, and generally excise politics to the bare minimum. For more editing details, see the cut list. :-)

Special Thanks:

L8wrtr - for his numerous encouraging comments and suggestions throughout, especially with the Obi-Wan/Jango scene; and, for providing the best way of handling the droid factory scene. wabid, emanswfan, Solid11 - my terrific work print team who provided many valuable suggestions, without which this edit would never be as polished as it is. The Phantom Editor - for providing the inspiration of how to keep the "kiss" in the movie.