They charge. Lightsabers clash, illuminating the darkness with bright yellow flashes. Palpatine is the aggressor. He pushes Plagueis down the hallway. After an intense first round of fighting, the two engage in a saber lock and spin, placing twenty feet of air in between them. Palpatine uses this break to make a quick flick of the wrist.

A button turns from red to green, and the lights come back on.

Plagueis attacks, and attacks hard. He forces Palpatine down the hall again. In a swift move, Plagueis forces his opponent's lightsaber down, and Force-pushes him. Palpatine goes airborne, sailing through an open door that leads into the dining area.

Palpatine crashes on top of a table, splitting it and falling onto the floor. His lightsaber flies out of his hand and rolls against the wall.. Plagueis enters. Palpatine fire lightning, which Plagueis easily blocks with his sword.

Palpatine launches a chair. It hits Plagueis in the face. He stumbles against the wall and drops his lightsaber. Palpatine charges him. He punches him in the face. Plagueis answers with a kick to the stomach. They grab each other by the shoulders and stake turns slamming the other against various portions of the wall. Palpatine throws his Master down and runs for his saber. Before he can reach it, Plagueis trips him. Palpatine falls, and reaches for his saber with the Force. Plagueis uses the Force too, to send the saber flying to the other side of the room. They jump up simultaneously, each reaching out for their swords. They grab them, ignite, and attack the other synchronously. Palpatine pushes his mentor through a second door that leads to The Bridge.

Palpatine's shuttle enters the docking bay, and lands.

The battle continues. Palpatine and Plagueis go at each other with the professionalism of trained fighters but the ruthlessness of power-hungry Sith. They take cheap shots at one another, and take care to make sure their blades cut up everything in the room. Palpatine pushes Plagueis, sending him sprawling backward over a chair. The Sith holocron flies out of Plagueis's tunic, and is crushed under the weight of his body. No one notices. Plagueis rises quickly, but does not attack. He raises his left hand, staring directly into Palpatine's eyes. Palpatine's head explodes with pain. He falls to his knees, his hands gripping his temples, his face lowered.

Plagueis's words have a deep impact on Palpatine. His resolve is renewed. He suddenly breaks the brain squeeze, and as Plagueis sword falls toward him, he greets it with his own.

He raises his face. His eyes have transformed into the red and yellow hues of the Sith.

Plagueis is stunned. Palpatine charges, and attacks him with a speed and ferocity never seen before. The sabers slice through low hanging wires overhead. The lights go out, and the sparking wires create a strobe effect. Plagueis cannot compete with Sidious's speed and skill, and his apprentice's blade severs his right arm. His lightsaber flies into Palpatine's free hand. Palpatine kicks him, and Plagueis skids backwards and falls down.

Palpatine moves toward him. When the sparks fade and darkness falls, Palpatine takes on the appearance of an old man, wrinkled and scarred. Another spark is generated, filling the room with light, and Palpatine looks normal. Plagueis realizes that he has seen the future. Palpatine will win, and become the Master.

Palpatine places his boot against Plagueis's throat.

Plagueis raises his remaining limb and Force-pushes Palpatine. Palpatine skids across the floor and crashes into a wall. Plagueis rises, takes one last look at his apprentice, and runs.

Plagueis enters the docking bay, and without hesitation, climbs onto Palpatine's shuttle. Palpatine arrives in time to see the shuttle rise up and take off into outer space.

Plagueis sits in the driver's seat, handling the controls with his remaining limb. The ship blasts into hyperspace. He punches more buttons.

Plagueis leans back into the chair, exhausted. He reaches into his pocket for the holocron, doesn't feel it, and frantically searches his body.

CLOSE ON small pile of debris that was once Darth Trepid's holocron. A pair of boots enter the frame, followed shortly by a hand that scoops up the pieces.

Palpatine gazes at the crumbs, crumbles them in his fist, and angrily throws them across the room. He then walks to the view screen, and stares into the vastness of space.

Plagueis lays down on the bed, and closes his eyes. His drifts off to sleep. He is awakened when a lightsaber ignites from under the bed and juts up through his chest. He screams and gurgles.

His head turns. Slowly, a little boy, ten years old or so, emerges from under the bed and stares him in the eye.

Plagueis stumbles out of bed, pushing the boy out of his way. He stumbles across the room and exits the room.

Plagueis half walks/half crawls through the cockpit. He climbs to his knees and looks out into space, just like his pupil is doing at the very moment. Maul follows behind, standing silent, keeping guard.

Plagueis dies. Maul bends over him, checking for a pulse. There is none.

Palpatine's shuttle enters the larger ship.

Maul enters, and kneels before Palpatine.

Palpatine holds up a tattoo gun.

Maul smiles in anticipation.

To establish.

Mace Windu and Yoda walk down the hallway, talking.

Palpatine stands alone, face concealed with a hood, talking with a holographic image of Nute Gunray of the Trade Federation.

The hologram fades. Darth Maul steps out of the shadows. His face has been redecorated with some of the black Sith tattoos that he will later be famous for.

The slave village is a scene of hopelessness and despair. The streets bustle with humans and aliens who have lost everything. A man with no legs sits on the corner, almost but not quite dead. Another man gets beaten in the middle of the street. The passersby walk on, oblivious. Just another day on Nar Shaddaa.

Through the crowd emerges Shmi Skywalker. The days of being a senator's daughter are far behind her. Her clothes are raggedy and torn. Her face has taken on a more rugged look, and she appears forlorn and weary. The life of a slave hits you hard, and fast. She carries a basketful of clothes.

She pauses a moment to watch the setting sun. She sets down the basket, and as the camera pans down her body it reveals a large pregnant belly.

It sets low upon the city. The sky is a vibrant mixture of blue, pink, and purple.

Her hand touches her belly, and she gently caresses her growing child. For a moment, she thinks that everything will be alright.

Shmi stands in the center of the frame, her back to the camera. In the background, to the right, the sun over Nar Shaddaa slips slowly behind the city skyline.

IRIS OUT TO BLACK