THE PHANTOM MENACE

THE PHANTOM MENACE

TERRY BOOKS
BASED ON THE STORY AND SCREENPLAY
BY GEORGE LUCAS

DEL REY	

THE BALLANTINE PUBLISHING GROUP
NEW YORK

A Del Rey Book@
Published by The Ballantine Publishing Group

Copyright @ 1999 Lucasfilm Ltd. & TM.
All Rights Reserved. Use.d Under Authorization.

All rights reserved under International and Pan-American Copyright
Conventions. Published in the United States by The Ballantine
Publishing Group, a division of Random House, Inc., New York, and
simultaneously in Canada by Random House of Canada Limited,
Toronto.

Del Rey and colophon are registered trademarks of
The Ballantine Publishing Group, a division of Random House, Inc.

www.randomhouse.comjdeireyj
WWW.starwars.com

Library of Congress Catalog Card Number: 98-96827

ISBN 0-345-42765-3

Interior design by MichaelisjCarpelis Design Assoc. Inc.

First Edition: May 1999

10987654321

To Lisa, Jill, Amanda, & Alex,
the kids who grew up with the story
&
to Hunter,
the first of the generation

A LONG TIME AGO IN A GALAXY FAR, FAR AWAY...

1

Tatooine.
The suns burned down out of a cloudless blue sky, washing
the vast desert wastes of the planet in brilliant white light. The
resultant glare rose off the flat, sandy surface in a wet shimmer of
blistering heat to fill the gaps between the massive cliff faces and
solitary outcroppings of the mountains that were the planet's
sole distinguishing feature. Sharply etched, the monoliths stood
like sentinels keeping watch in a watery haze.
When the Podracers streaked past, engines roaring with
ferocious hunger and relentless drive, the heat and the light
seemed to shatter and the mountains themselves to tremble.
Anakin Skywalker leaned into the curve of the raceway that
took him past the stone arch marking the entry into Beggar's
Canyon on the first lap of the run, easing the thruster bars for-
ward, giving the engines a little more juice. The wedge-shaped
rockets exploded with power, the right a tad harder than the left,
banking the Pod in which Anakin sat sharply left to clear the
turn. Swiftly, he adjusted the steering to straighten the racer,

4  -----------------------------------------------------------------------------------------TERRY BROOKS
 
boosted power further, and shot through the arch. Loose sand
whiplashed in the wake of his passing, filling the air with a gritty
sheen, whirling and dancing through the heat. He ripped into
the canyon, fingers playing across the controls, hands steady on
the steering.
It was all so quick, so instantaneous. One mistake, one mis-
judgment, and he would be out of the race and lucky ifhe weren't
dead. That was the thrill of it. All that power, all that speed, just
at his fingertips, and no margin for error. Two huge turbines
dragged a fragile Pod over sandy flats, around jagged-edged
mountains, down shadowed draws, and over heart-wrenching
drops in a series of twisting, winding curves and jumps at the
greatest speed a driver could manage. Control cables ran fr'lffi
the Pod to the engines, and energy binders locked the engines to
each other. If any part of the three struck something solid, the
whole of the assembly would collapse in a splintering of metal
and a fiery wash of rocket fuel. If any part broke free, it was all
over.
A grin split Anakin's young face as he injected a bit more
power into the thrusters.
Ahead, the canyon narrowed and the shadows deepened.
Anakin bore down on the slit of brightness that opened back
onto the flats, keeping low to the ground where passage was
widest. If he stayed high, he risked brushing the cliff faces on
either side. That had happened to Regga in a race last month,
and they were still looking for the pieces.
It would not happen to him.
He shoved the thruster bars forward and exploded through
the gap onto the flats, engines screaming.
Sitting in the Pod with his hands on the controls, Anakin
could feel the vibration of the engines travel up the control

THE PHANTOM MENACE -----------------------------------------------------------------------------------5

cables and fill him with their music. Wrapped in his rough-made
jumpsuit, his racing helmet, his goggles, and his gloves, he was
wedged so closely in his seat that he could feel the rush of the
wind across the Pod's skin beneath him. When he raced like this,
he was never simply the driver of a Podracer, never just an addi-
tional part. Rather, he was at one with the whole, and engines,
Pod, and he were bound together in a way he could not entirely
explain. Each shimmy, each small throb, each tug and twist of
strut and tie were apparent to him, and he could sense at any
given moment exacdy what was happening throughout the
length and breadth of his racer. It spoke to him in its own lan-
guage, a mix of sounds and feelings, and though it did not use
words, he could understand everything it said.
Sometimes, he thought dreamily, he could sense what it
would say before it even spoke.
A flash of gleaming orange metal shot past him on his right,
and he watched the distinctive split-X of Sebulba's engines flare
out before him, taking away the lead he had seized through an
unusually quick start. His brow wrinkled in disgust at himself for
his momentary lapse of concentration and his dislike of the other
racer. All gangly and crook-legged, Sebulba was as twisted inside
as out, a dangerous adversary who won often and took delight
in doing so at the expense of others. The Dug had caused
more than a dozen crashes of other Podracers in the past year
alone, and his eyes glinted with wicked pleasure when he re-
counted the tales to others on the dusty streets of Mos Espa.
Anakin knew Sebulba well-and knew better than to take chances
with him.
He rode the thruster bars forward, fed fresh power to the
engines, and rocketed ahead.
It didn't help, he supposed as he watched the distance be-

6----------------------------------------------------------------------------------------------- TERRY BROOKS

tween them narrow, that he was human or, much worse, that he
was the only human ever to drive in the Podraces. The ultimate
test of skill and daring on Tatooine and the favorite spectator
sport of the citizens of Mos Espa, it was supposed to be beyond
the skill and capability of any human. Multiple arms and multi-
hinged joints, stalk eyes, heads that swiveled 180 degrees, and
bodies that twisted as if boneless gave advantages to other crea-
tures that humans could not begin to overcome. The most fa-
mous racers, the best of a rare breed, were strangely shaped,
complexly formed beings with a penchant for taking risks that
bordered on insanity.
But Anakin Skywalker, while nothing like these, was so intu-
itive in his understanding of the skills required by his sport and so
comfortable with its demands that his lack of these other attrib-
utes seemed to matter not at all. It was a source of some mystery
to everyone, and a source of disgust and growing irritation to Se-
bulba in particular.
Last month, in another race, the wily Dug had tried to run
Anakin into a cliff face. He had failed only because Anakin sensed
him coming up from behind and underneath, an illegal razor saw
extended to sever Anakin's right Steelton control cable, and
Anakin lifted away to safety before the saw could do its damage.
His escape cost him the race, but allowed him to keep his life. It
was a trade he was still angry at having been forced to make.
The racers whipped through columns of ancient statuary and
across the floor of the arena erected on the edge of Mos Espa.
They swept under the winner's arch, past row upon row of seats
crammed with spectators cheering them on, past pit droids, re-
pair stations, and the boxes where the Hutts watched in isolated
splendor above the commoners. From an overlook in a tower
centered on the arch, the two-headed Troig who served as an-

THE PHANTOM MENACE -----------------------------------------------------------------------------------7

nouncer would be shouting out their names and positions to the
crowd. Anakin allowed himself a momentary glimpse of blurred
figures that were left behind so fast they might have been noth-
ing more than a mirage. His mother, Shmi, would be among
them, worrying as she always did. She hated watching him drive
in the Podraces, but she couldn't help herself. She never said
so, but he thought she believed that simply by being there she
could keep him from coming to harm. It had worked so far. He
had crashed twice and failed to finish even once, but after more
than half a dozen races he was unharmed. And he liked having
her there. It gave him a strange sort of confidence in himself he
didn't like to think about too closely.
Besides, what choice did they have in the matter? He raced
because he was good at it, Watto knew he was good at it, and
whatever Watto wanted of him he would do. That was the price
you paid when you were a slave, and Anakin Skywalker had been
a slave all his life.
Arch Canyon rose broad and deep before him, an expanse of
rock leading into Jag Crag Gorge, a twisting channel the racers
were required to navigate on their way to the high flats beyond.
Sebulba was just ahead, rocketing low and tight across the
ground, trying to put some distance between Anakin and him-
self. Behind Anakin, close now, were three other racers spread
out against the horizon. A quick glance revealed Mawhonic,
Gasgano, and Rimkar trailing in his strange bubble pod. All three
were gaining. Anakin started to engage his thrusters, then drew
back. They were too close to the gorge. Too much power there,
and he would be in trouble. Response time in the channel was.
compacted down to almost nothing. It was better to wait.
Mawhonic and Gasgano seemed to agree, settling their Pods
into place behind his as they approached the split in the rock. But.

8.-----------------------------------------------------------------------------------------------TERRY BROOKS

Rimkar was not content to wait and roared past Anakin split sec-
onds before they entered the cleft and disappeared into darkness.
Anakin leveled out his Pod, lifting slightly from the rock-
strewn floor of the channel, letting his memory and his instincts
take him down the winding cut. When he raced, everything
around him slowed down rather than sped up. It was different
than you'd expect. Rock and sand and shadows flew past in a
wild mi:x of patterns and shapes, and still he could see so clearly.
All the details seemed to jump out at him, as ifilluminated by ex-
actly what should make them so difficult to distinguish. He could
almost close his eyes and drive, he thought. He was that much
in tune with everything around him, that much aware of where
he was.
He eased swiftly down the channel, catching glimpses of
Rimkar's engine exhausts as they flashed crimson in the shadows.
Far, far overhead, the sky was a brilliant blue streak down the
center of the mountain, sending a frail streamer of light into the
gap that lost brilliance with every meter it dropped so that by
the time it reached Anakin and his fellow racers, it barely cut the
dark. Yet Anakin was at peace, lost deep within himself as he
drove his Pod, bonded with his engines, given over to the throb
and hum of his racer and the soft, velvet dark that folded about.
When they emerged into the light once more, Anakin
jammed the thruster bars forward and streaked after Sebulba.
Mawhonic and Gasgano were right behind. Ahead, Rimkar had
caught Sebulba and was trying to edge past. The lanky Dug lifted
his split-X engines slightly to scrape against Rirnkar's Pod. But
Rimkar's rounded shell eased smoothly away, unaffected. Side by
side the racers tore across the high flats, headed for Metta Drop.
Anakin closed on them, drawing away from Mawhonic and

THE PHANTOM MENACE -----------------------------------------------------------------------------------9

Gasgano. People said what they wanted about Watto-and there
was plenty to say that wasn't good-but he had an eye for
Podracers. The big engines jumped obediently as Anakin fed fuel
into the thrusters, and in seconds he was drawing alongside Se-
bulba's split-X.
They were even when they reached Metta Drop and rocketed
over and tumbled straight down.
The trick with drops, as every racer knew, was to gather
enough speed going down to gain time over your opponents,
but not so much speed that the racer couldn't pull out of the
drop and level out again before it nose-dived into the rocks be-
low. So when Sebulba pulled out early, Anakin was momentarily
surprised. Then he felt the backWash of the split-X engines ham-
mer into his Pod. The treacherous Dug had only looked as if he
would pull out and instead had lifted away and then deliberately
fishtailed atop both Anakin and Rimkar, using his exhaust to
slam them against the cliff face.
Rimkar, caught completely by surprise, jammed his thruster
bars forward in an automatic response that took him right into
the mountain. Metal fragments of Pod and engines careened
away from the rock wall in a fiery shower, leaving a long black
scar along the ravaged surface.
Anakin might have gone the same way but for his instincts.
Almost before he knew what he was doing, at the same instant he
felt the backwash of Sebulba's engines slam into him, he lifted
out of his own descent and away from the mountain, almost
colliding with a surprised Sebulba, who veered off wildly to
save himself. Anakin's sudden wrenching of his Pod's steering
took him spinning away into the midday, off course and out of
control. He pulled back on the steering, eased off on the

10 --------------------------------------------------------------------------------------------- TERRY BROOKS

thrusters, cut the fuel supply to the big engines, and watched
the ground rise up to meet him in a rush of sand and reflected
light.
He struck the ground in a bone-wrenching skid that severed
both control cables, the big engines flying off in two directions
while the Pod careened first left, then right, and then began to
roll. Anakin could only brace himself inside, spinning and twist-
ing in a roil of sand and heat, praying that he didn't wind up
against an outcropping of rock. Metal shrieked in protest and
dust filled the Pod's interior. Somewhere off to his right, an en- 
gine exploded in a ground-shaking roar. Anakin's arms were
stretched out to either side, keeping him squarely placed through
the pummeling the Pod experienced as it continued to roll and
then roll some more.
Finally, it stopped, tilted wildly to one side. Anakin waited a
moment, then loosened his restraining belt and crawled out. The
heat of the desert rose to meet him, and the blinding sunlight
bore down through his goggles. Overhead, the last of the Pod-
racers streaked away into the blue horizon, engines whining and
booming. Silence followed, deep and profound.
Anakin glanced left and right at what remained of his en-
gines, taking in the damage, assessing the work they would need
to operate again. He looked finally at his Pod and grimaced.
Watto would not be happy.
But then Watto seldom was.
Anakin Skywalker sat down with his back against the ruined
Pod, gaining what small relief he could from its shadow in the
glare ofTatooine's twin suns. A landspeeder would be along in a
few minutes to pick him up. Watto would be there to chew him
out. His mother would be there to give him a hug and take him

THE PHANTOM MENACE ---------------------------------------------------------------------------------11

home. He wasn't satisfied with how things had turned out, but
he wasn't discouraged either. He could have won the race if
Sebulba had played fair. He could have won easily.
He sighed and tipped back his helmet.
One day soon he would win a lot of races. Maybe even next
year, when he reached the age often.

-===~2==:::==-

Do you have any idea what this is going to cost me, boy? Do
you have any idea at all? Oba chee ka!"
Watto hovered before him, launching into Huttese without
even thinking about it, choosing a language that offered a vast
array of insulting adjectives he could draw upon. Anakin stood
stoically in place, his young face expressionless, his eyes fastened
on the pudgy blue Toydarian hovering before him. Watto's
wings were a blur of motion, beating with such ferocity it seemed
as if they must surely fly off his lumpy little body. Anakin stifled
an urge to laugh as he imagined this happening. It would not do
to laugh just now.
When Watto paused for breath, Anakin said quietly, "It
wasn't my fault. Sebulba flashed me with his port vents and
nearly smashed me into Metta Drop. He cheated."
Watto's mouth worked as if chewing something, his snout
wrinkling over his protruding teeth. "Of course he cheated, boy!
He always cheats! That's how he wins! Maybe you should cheat

THE PHANTOM MENACE ---------------------------------------------------------------------------------13

just a little now and then! Maybe then you wouldn't crash your
Pod time after time and cost me so much money!"
They were standing in Watto's shop in the merchants' dis-
trict of Mos Espa, a dingy mud-and-sand hut fronting an enclo-
sure packed with rocket and engine parts salvaged from scrapped
and junked wrecks. It was cool and shadowy inside, the planet's
heat shut out by the thick walls, but even here dust hung in the
air in hazy streamers caught by the ambient light cast by glow
lamps. The race had long since ended and the planet's twin suns
had dropped toward the horizon with evening's slow approach.
The wrecked Podracer and its engines had been transported by
mechanic droids from the flats back to the shop. Anakin had been
transported back as well, though with somewhat less enthusiasm.
“Rassa dwee cuppa, peedunkel!” Watto screamed, starting in
again on Anakin in a fresh burst ofHuttese.
The pudgy body lurched forward a few centimeters with
each epithet, causing Anakin to step back in spite of his resolve.
Watto's bony arms and legs gestured with the movements of his
head and body, giving him a comical appearance. He was angry,
but Anakin had seen him angry before and knew what to expect.
He did not cringe or bow his head in submission; he stood his
ground and took his scolding unflinchingly. He was a slave and
Watto was his master. Scoldings were part of life. Besides, Watto
would wind down shortly now, his anger released in a manner
that would satisfy his need to cast blame in a direction other than
his own, and things would go back to normal.
All three fingers of Watto's right hand pointed at the boy. "I
shouldn't let you drive for me anymore! That's what I should do!
I should find another driver!"
"I think that is a very good idea," Shmi agreed.

14------------------------------------------------------------------------------------- TERRY BROOKS

Anakin's mother had been standing to one side, not saying
,anything during the whole of Watto's diatribe, but now she was
quick to take advantage of a suggestion she would have made 'I
herself, if asked.
	Watto wheeled on her, spinning violently, wings whirring,
and flew to confront her. But her calm, steady gaze brought
him up short, pinning him in the air midway between mother
and son.
	"It's too dangerous in any case," she continued reasonably.
"He's only a boy."
Watto was immediately defensive. "He's my boy, my prop-
erty, and he'll do what I want him to do!"
	"Exactly." Shmi's dark eyes stared out of her worn, lined face
with resolution. "Which is why he won't race anymore if you
don't want him to. Isn't that what you just said?"
Watto seemed confused by this. He worked his mouth and
trunklike nose in a rooting manner, but no words would come
out. Anakin watched his mother appreciatively. Her lank, dark
hair was beginning to gray, and her once graceful movements
had slowed. But he thought she was beautiful and brave. He
thought she was perfect.
Watto advanced on her another few centimeters, then stopped
once more. Shmi held herself erect in the same way that Anakin
did, refusing to concede anything to her condition. Watto re-
garded her sourly for a moment more, then spun around and
flew at the boy.
"You will fix everything you ruined, boy!" he snapped, shak-
ing his finger at Anakin. "You will repair the engines and the Pod
and make them as good as new! Better than new, in fact! And
you'll start right now! Right this instant. Get out there and get
to work!"

THE PHANTOM MENACE-------------------------------------------------------------------------15

He spun back toward Shrni defiantly. "Still plenty of daylight
for a boy to work! Time is money!" He gestured at first mother
and then son. "Get on with it, the both of you! Back to work,
back to work!"
Shmi gave Anakin a warm smile. "Go on, Anakin," she said
softly. "Dinner will be waiting."
She turned and went out the door. Watto, after giving Anakin
a final withering glance, followed after her. Anakin stood in the
shadowed room for a moment, staring at nothing. He was think-
ing that he shouldn't have lost the race. Next time-and there
would be a next time, if he knew Watto-he wouldn't.
Sighing in frustration, he turned and went out the back of
the shop into the yard. He was a small boy, even at nine years of
age, rather compactly built, with a mop of sandy hair, blue eyes, a
pug nose, and an inquisitive stare. He was quick and strong for
his age, and he was gifted in ways that constantly surprised those
around him. He was already an accomplished driver in the Pod-
races, something no human of any age had ever been before. He
was gifted with building skills that allowed him to put together
almost anything. He was useful to Watto in both areas, and
Watto was not one to waste a slave's talent.
But what no one knew about him except his mother was the
way he sensed things. Frequently he sensed them before anyone
even knew they would happen. It was like a stirring in the air, a
whisper of warning or suggestion that no one else could feel. It
had served him well in the Podraces, but it was also there at other
times. He had an affinity for recognizing how things were or
how they ought to be. He was only nine years old and he could
already see the world in ways most adults never would.
For all the good it was doing him just at the moment.
He kicked at the sand in the yard as he crossed to the

16---------------------------------------------------------------------------- TERRY BROOKS

engines and Pod the droids had dumped there earlier. Already his
mind was working on what it would take to make them operable
again. The right engine was almost untouched, if he ignored
the scrapes and tears in the metal skin. The left was a mess,
though. And the Pod was battered and bent, the control panel a
shambles.
"Fidget," he muttered softly. "Just fidget!"
Mechanic droids came out at his beckoning and set to work
removing the damaged parts of the racer. He was only minutes
into sorting through the scrap when he realized there were parts
he needed that Watto did not have on hand, including thermal
varistats and thruster relays. He would have to trade for them
from one of the other shops before he could start on a re-
assembly. Watto would not like that. He hated asking for parts
from other shops, insisting that anything worth having he al-
ready had, unless it came from off world. The fact that he was
trading for what he needed didn't seem to take the edge off his
rancor at having to deal with the locals. He'd rather win what he
needed in a Podrace. Or simply steal it.
Anakin looked skyward, where the last of the day's light was
beginning to fade. The first stars were coming out, small pin-
pricks against the deepening black of the night sky. Worlds he
had never seen and could only dream about waited out there,
and one day he would visit them. He would not be here forever.
Not him.
"Psst! Anakin!"
A voice whispered cautiously to him from the deep shadows
at the back of the yard, and a pair of small forms slipped through
the narrow gap at the fence corner where the wire had failed. It
was Kitster, his best friend, creeping into view with Wald, m-
other friend, following close behind. Kitster was small and dark,

THE PHANTOM MENACE ---------------------------------------------------------------17

his hair cut in a close bowl about his head, his clothing loose and
nondescript, designed to preserve moisture and deflect heat and
sand. Wald, trailing uncertainly, was a Rodian, an off-worlder
who had come to Tatooine only recently. He was several years
younger than his friends, but bold enough that they let him hang
around with them most of the time.
"Hey, Annie, what're you doing?" Kitster asked, glancing
around doubtfully, keeping a wary eye out for Watto.
Anakin shrugged. "Watto says I have to fix the Pod up again,
make it like new."
"Yeah, but not today," Kitster advised solemnly. "Today's al-
most over. C'mon. Tomorrow's soon enough for that. Let's go
get a ruby bliel."
It was their favorite drink. Anakin felt his mouth water. "I
can't. I have to stay and work on this until. .."
He stopped. Until dark, he was going to say, but it was nearly
dark already, so ...
"What'll we buy them with?" he asked doubtfully.
Kitster motioned toward Waldo "He's got five druggats he
says he found somewhere or other." He gave Wald a sharp look.
"He says."
"Got 'em right here, I do." Wald's strange, scaly head nod-
ded assurance, his protruding eyes blinking hard. He pulled on
one green ear. "Don't you believe me?" Wald said in Huttese.
"Yeah, yeah, we believe you." Kitster winked at Anakin.
"C'mon, let's go before old flapping wings gets back."
They went out through the gap in the fence and down the
road behind, turned left, and hurried through the crowded plaza
toward the food stores just ahead. The streets were still crowded,
but the traffic was all headed homeward or to the Hutt pleasure
dens. The boys zipped smoothly through knots of people and

18---------------------------------------------------------------------------- TERRY BROOKS

carts, past speeders hovering just off surface, down walks beneath
awnings in the process of being drawn up, and along stacks of
goods being set inside under lock and key.
In moments, they had reached the shop that sold ruby bliels
and had worked their way up to the counter.
Wald was as good as his word, and he produced the requisite
druggats in exchange for three drinks and handed one to each
of his friends. They took them outside, sipping at the gooey
mixture through straws, and made their way slowly back down
the street, chatting among themselves about racers and speeders
and mainline ships, about battle cruisers and starfighters and the
pilots who captained them. They would all be pilots one day,
they promised each other, a vow they sealed with spit and hand
slaps.
They were right in the middle of a heated discussion over the
merits of starfighters, when a voice close to them said, "Give me
the choice, I'd take a Z-95 Headhunter every time."
The boys turned as one. An old spacer stood leaning on a
speeder hitch, watching them. They knew what he was right
away from his clothing, weapons, and the small, worn fighter
corps insignia he wore stitched to his tunic. It was a Republic in-
signia. You didn't see many of those on Tatooine.
"Saw you race today," the old spacer said to Anakin. He was
tall and lean and corded, his face weatherworn and sun-browned,
his eyes an odd color of gray, his hair cut short so that it bristled
from his scalp, his smile ironic and warm. "What's your name?"
"Anakin Skywalker," Anakin told him uncertainly. "These
are my friends, Kitster and Wald."
The old spacer nodded wordlessly at the other two, keeping
his eyes fixed on Anakin. "You fly like your name, Anakin. You
walk the sky like you own it. You show promise." He straightened

THE PHANTOM MENACE----------------------------------------------------------------19

and shifted his weight with practiced ease, glancing from one boy
to the next. "You want to fly the big ships someday?"
All three boys nodded as one. The old spacer smiled. "There's
nothing like it. Nothing. Flew all the big boys, once upon a time,
when I was younger. Flew everything there was to fly, in and out
of the corps. You recognize the insignia, boys?"
Again, they nodded, interested now, caught up in the won-
der of corning face-to-face with a real pilot-not just of Pod-
racers, but of fighters and cruisers and mainline ships.
"It was a long time ago," the spacer said, his voice suddenly
distant. "I left the corps six years back. Too old. Time passes you
by, leaves you to find something else to do with what's left of
your life." He pursed his lips. "How're those ruby bliels? Still
good? Haven't had one in years. Maybe now's a good time. You
boys care to join me? Care to drink a ruby bliel with an old pilot
of the Republic?"
He didn't have to ask twice. He took them back down the
street to the shop they had just left and purchased a second drink
for each of them and one for himself. They went back outside to
a quiet spot off the plaza and stood sipping at the bliels and star-
ing up at the sky. The light was gone, and stars were sprinkled all
over the darkened firmament, a wash of silver specks nestled
against the black.
"Flew all my life," the old spacer advised solemnly, eyes fixed
on the sky. "Flew everywhere I could manage, and you
know what? I couldn't get to a hundredth of what's out there.
Couldn't get to a millionth. But it was fun trying. A whole lot
of fun."
His gaze shifted to the boys again. "Flew a cruiser filled with
Republic soldiers into Makem Te during its rebellion. That was a
scary business. Flew Jedi Knights once upon a time, too."

20--------------------------------------------------------------------------- TERRY BROOKS

"Jedi!" Kitster exhaled sharply. "Wow!"
"Really? You really flew Jedi?" Anakin pressed, eyes wide.
The spacer laughed at their wonder. "Cross my heart and call
me bantha fodder if I'm lying. It was a long time ago, but I flew
four of them to a place I'm not supposed to talk about even now.
Told you. I've been everywhere a man can get to in one lifetime.
Everywhere."
"I want to fly ships to those worlds one day," Anakin said
softly.
Wald snorted doubtfully. "You're a slave, Annie. You can't
go anywhere."
The old pilot looked down at Anakin. The boy couldn't look
at him. "Well," he said softly, "in this life you're often born one
thing and die another. You don't have to accept that what you're
given when you come in is all you'll have when you leave."
He laughed suddenly. "Reminds me of something. I flew the
Kessel Run once, long ago. Not many have done that and lived
to tell about it. Lots told me I couldn't do it, told me not to
bother trying, to give it up and go on to something else. But I
wanted that experience, so I just went ahead and found a way to
prove them wrong."
He looked down at Anakin. "Could be that's what you'll
have to do, young Skywalker. I've seen how you handle a Pod-
racer. You got the eyes for it, the feel. You're better than I was at
twice your age." He nodded solemnly. "You want to fly the big
ships, I think maybe you will."
He stared at the boy, and Anakin stared back. The old spacer
smiled and nodded slowly. "Yep, Anakin Skywalker, I do think
maybe one day you will."
* * *

THE PHANTOM---------------------------------------------------------------------------------------21

He arrived home late for dinner and received his second
scolding of the day. He might have tried making something up
about having to stay late for Watto, but Anakin Skywalker didn't
lie to his mother. Not about anything, not ever. He told her the
truth, about stealing away with Kitster and Wald, about drinking
ruby bliels, and about sharing stories with the old spacer. Shmi
wasn't impressed. She didn't like her son spending time with
people she didn't know, even though she understood how boys
were and how capable Anakin was of looking after himself.
"If you feel the need to avoid the work you've been given by
Watto, come see me about the work that needs doing here at
home," she advised him sternly.
Anakin didn't argue with her, smart enough by now to real-
ize that arguing in these situations seldom got him anywhere. He
sat quietly, eating with his head down, nodding when nodding
was called for, thinking that his mother loved him and was wor-
ried for him and that made her anger and frustration with him all
right.
Afterward, they sat outside on stools in front of their home
in the cool night air and looked up at the stars. Anakin liked sit-
ting outside at night before bed. It wasn't so close and confined
as it was inside. He could breathe out here. His home was small
and shabby and packed tight against dozens of others, its thick
walls comprised of a mixture of mud and sand. It was typical of
quarters provided for slaves in this part of Mos Espa, a hut with a
central room and one or two bumpouts for sleeping. But his
mother kept it neat and clean, and Anakin had his own room,
which was rather larger than most and where he kept his stuff. A
large workbench and tools took up most of the available space.
Right now he was engaged in building a protocol droid to help

22  ------------------------------------------------------------------------------------TERRY BROOKS

his mom. He was adding the needed parts a piece at a time, scav-
enging them from wherever he could, slowly restoring the whole.
Already it could talk and move about and do a few things. He
would have it up and running soon.
"Are you tired, Annie?" his mother asked after a long silence.
He shook his head. "Not really."
"Still thinking about the race?"
"Yes."
And he was, but mostly he was thinking about the old spacer
and his tales of flying mainline ships to distant worlds, of going
into battle for the Republic, and of rubbing shoulders with Jedi
Knights.
"I don't want you racing Pods anymore, Annie," his mother
said softly. "I don't want you to ask Watto to let you. Promise me
you won't."
He nodded reluctantly. "I promise." He thought about it a
moment. "But what ifWatto tells me I have to, Mom? What am I
supposed to do then? I have to do what he tells me. So ifhe asks,
I have to race."
She reached over and put a hand on his arm, patting him
gently. "I think maybe after today he won't ask again. He'll find
someone else."
Anakin didn't say so, but he knew his mother was wrong.
There wasn't anyone better than he was at Podracing. Not even
Sebulba, if he couldn't cheat. Besides, Watto would never pay to
have someone else drive when he could have Anakin do it for
free. Watto would stay mad another day or two and then begin to
think about winning again. Anakin would be back in the Pod-
races before the month was out.
He gazed skyward, his mother's hand resting lightly on his
arm, and thought about what it would be like to be out there,

THE PHANTOM MENACE ------------------------------------------------------------------------23

flying battle cruisers and fighters, traveling to far worlds and
strange places. He didn't care what Wald said, he wouldn't be a
slave all his life. Just as he wouldn't always be a boy. He would
find a way to leave Tatooine. He would find a way to take his
mother with him. His dreams whirled through his head as he
watched the stars, a kaleidoscope of bright images. He imagined
how it would be. He saw it clearly in his mind, and it made him
smile.
One day, he thought, seeing the old spacer's face in the dark-
ness before him, the wry smile and strange gray eyes, I'll do
everything you've done. Everything.
He took a deep breath and held it.
I'll even fly with J edi Knights.
Slowly he exhaled, the promise sealed.

-==::3:~:==:=-

The small Republic space cruiser, its red color the symbol of
ambassadorial neutrality, knifed through starry blackness toward
the emerald bright planet of Naboo and the cluster of Trade
Federation fleet ships that encircled it. The ships were huge,
blocky fortresses, tubular in shape, split at one end and encircling
an orb that sheltered the bridge, communications center, and
hyperdrive. Armaments bristled from every port and bay, and
Trade Federation fighters circled the big beasts like gnats. The
more traditionally shaped Republic cruiser, with its tri-engines,
flat body, and squared-off cockpit, looked insignificant in the
shadow of the Trade Federation battleships, but it continued
toward them, undeterred.
The cruiser's captain and copilot sat side by side at the for-
ward console, hands moving swiftly over the controls as they
steered closer to the ship with the Trade Federation viceroy in-
signia emblazoned on its bridge. There was a nervous energy to
their movements that was unmistakable. From time to time, they
THE PHANTOM MENACE-------------------------------------------------------------------------25

would glance uneasily at each other-and over their shoulders at
the figure who stood in the shadows behind.
On the viewscreen in front of them, captured from his posi-
tion on the bridge of the battleship toward which they were
headed, was Trade Federation Viceroy Nute Gunray, his reddish
orange eyes staring out at them expectantly. The Neimoidian
wore his perpetually sour expression, mouth downturned, bony
brow emphasizing his discontent. His green-gray skin reflected
the ambient lighting of the ship, all pale and cold in contrast to
his dark robes, collar, and tricornered headdress.
"Captain. "
The cruiser captain turned slightly in her seat to acknowl-
edge the figure concealed in the shadows behind her. "Yes, sir?"
"Tell them we wish to board at once."
The voice was deep and smooth, but the measure of resolu-
tion it contained was unmistakable.
"Yes, sir," the captain said, giving the copilot a covert glance,
which the copilot returned. The captain faced Nute Gunray on
the screen. "With all due respect, Viceroy, the ambassadors for
the supreme chancellor have requested that they be allowed to
board immediately."
The Neimoidian nodded quickly. "Yes, yes, Captain, of course.
We would be happy to receive the ambassadors at their con-
venience. Happy to, Captain."
The screen went dark. The captain hesitated, glancing back
at the figure behind her. "Sir?"
"Proceed, Captain," Qui-Gon Jinn said.
The Jedi Master watched silently as the Trade Federation
battleship loomed before them, filling the viewport with its
gleaming bulk. Qui-Gon was a tall, powerfully built man with.

26 -------------------------------------------------------------------------------------TERRY BROOKS

prominent, leonine features. His beard and mustache were close-
cropped and his hair was worn long and tied back. Tunic, pants,
and hooded robe were typically loose-fitting and comfortable, a
sash binding them at his waist where his lightsaber hung just out
of view, but within easy reach.
Qui-Gon's sharp blue eyes fixed on the battleship as if to see
what waited within. The Republic's taxation of the trade routes
between the star systems had been in dispute since its inception,
but until now all the Trade Federation had done in response was
to complain. The blockade of Naboo was the first act of out-
right defiance, and while the Federation was a powerful body,
equipped with its own battle fleet and army of droids, its action
here was atypical. The Neimoidians were entrepreneurs, not
fighters. They lacked the backbone necessary to undertake a
challenge to the Republic. Somehow they had found that back-
bone. It bothered Qui-Gon that he could not explain how.
He shifted his weight as the cruiser moved slowly into the gap
in the Trade Federation flagship's outer wheel toward the hangar
bay. Tractor beams took hold, guiding the cruiser inside where
magnetic clamps locked the ship in place. The blockade had been
in effect now for almost a month. The Republic Senate contin-
ued to debate the action, searching for an amicable way to re-
solve the dispute. But no progress had been made, and at last the
supreme chancellor had secretly notified the J edi Council that
he had sent two J edi directly to the ostensible initiators of the
blockade, the Neimoidians, in an effort to resolve the matter
more directly. It was a bold move. In theory, the Jedi Knights
served the supreme chancellor, responding on his direction to
life-threatening situations. But any interference in the internal 
politics of the Senate's member bodies, particularly where an
armed conflict between worlds was involved, required Senate

THE PHANTOM MENACE------------------------------------------------------------------------ 27

approval. The supreme chancellor was skirting the edges of his
authority in this case. At best, this was a covert action and would
spark heated debate in the Senate at a later date.
The Jedi Master sighed. While none of this was his concern,
he could not ignore the implications of what it meant ifhe failed.
The Jedi Knights were peacemakers; that was the nature of their
order and the dictate of their creed. For thousands of years they
had served the Republic, a constant source of stability and order
in a changing universe. Founded as a theological and philosophi-
cal study group so far back that its origins were the stuff of myth,
the J edi had only gradually become aware of the presence of the
Force. Years had been spent in its study, in contemplation of its
meaning, in mastery of its power. Slowly the order had evolved,
abandoning its practice of and belief in a life of isolated medita-
tion in favor of a more outward-looking commitment to social
responsibility. Understanding the Force sufficiently to master its
power required more than private study. It required service to
the greater community and implementation of a system of laws
that would guarantee equal justice for all. That battle was not yet
won. It probably never would be. But the Jedi Knights would
not see it lost for lack of their trying.
In the time of Qui-Gon Jinn, ten thousand Jedi Knights in
service to the Republic carried on the struggle each day of their
lives in a hundred thousand different worlds spread across a
galaxy so vast it could barely be comprehended.
He turned slightly as his companion in this present enterprise
arrived on the bridge and came up to stand beside him. "Are we
to board?" Obi-Wan Kenobi asked softly.
Qui-Gon nodded. "The viceroy will meet with us."
He glanced momentarily at his protege, taking his measure.
Obi-Wan, in his mid-twenties, was more than thirty years younger

28================================================== TERRY BROOKS

and still learning his craft. He was not yet a full Jedi, but he was
close to being ready. Obi-Wan was shorter than Qui-Gon, but
compact and very quick. His smooth, boyish face suggested an
immaturity that had been long since shed. He wore the same
type of clothes as Qui-Gon, but his hair was cut in the style of a
Padawan learner, short and even, save for the tightly braided pig-
tail that hung over his right shoulder.
Qui-Gon was staring out the viewport at the interior of the
Trade Federation battleship when he spoke again. "Why Naboo,
do you think, my young apprentice? Why blockade this particular
planet, when there are so many to choose from, most larger and
more likely to feel the effects of such an action?"
Obi-Wan said nothing. Naboo was indeed an odd choice for
an action of this sort, a planet at the edge of the galaxy, not par-
ticularly important in the scheme of things. Its ruler, Arnidala,
was something of an unknown. New to the throne, she had only
been Queen a few months before the blockade had begun. She
was young, but it was rumored she was prodigiously talented and
extremely well trained. It was said she could hold her own with
anyone in a political arena. It was said she could be circumspect
or bold when necessary, and was wise beyond her years.
The Jedi had been shown a hologram of Arnidala before they
left Coruscant. The Queen favored theatrical paint and ornate
dress, cloaking herself in trappings and makeup that disguised
her true appearance while lending her an aura of both splendor
and beauty. She was a chameleon of sorts, masking herself to the
world at large and finding companionship almost exclusively
with a cadre of handmaidens who were always with her.
Qui-Gon hesitated a moment longer, thinking the matter
through, then said to Obi-Wan, "Come, let's be off."
They passed downward through the bowels of the ship to the

THE PHANTOM MENACE =====================================29

main hatch, waited for the light to turn green, and released the
locking bar so that the ramp could lower. Raising their hoods to
help conceal their faces, they stepped out into the light.
A protocol droid named TC-14 was waiting to escort them
to their meeting. The droid took them from the bay down a
series of hallways to an empty conference room and motioned
them inside.
"I hope your honored sirs will be comfortable here." The
tinny voice reverberated inside the metal shell. "My master will
be with you shortly."
The droid turned and went out, closing the door softly be-
hind. Qui-Gon watched it go, glanced briefly at the exotic, bird-
like creatures caged near the door, then moved to join Obi-Wan
at a broad window that looked out through the maze ofFedera-
tion battleships to where the lush green sphere of Naboo hung
resplendent against the dark sky.
"I have a bad feeling about this," Obi-Wan said after a mo-
ment's contemplatjon of the planet.
Qui-Gon shook his head. "I don't sense anything."
Obi-Wan nodded. "It's not about here, Master. It's not about
this mission. It's something. ..elsewhere. Something elusive. .."
The older Jedi put his hand on the other's shoulder. "Don't
center on your anxiety, Obi-Wan. Keep your concentration on
the here and now, where it belongs."
"Master Yoda says I should be mindful of the future-"
"But not at the expense of the present." Qui -Gon waited un-
til his young apprentice was looking at him. "Be mindful of the
living Force, my young Padawan."
To his credit, Obi-Wan managed a small smile. "Yes, Master."
He looked out the viewport again, eyes distant. "How do you think
the viceroy will deal with the supreme chancellor's demands?"

30 ============================================TERRY BROOKS

Qui-Gon gave an easy shrug. "These people are cowards.
I They will not be hard to persuade. The negotiations will be
I short."

On the bridge of the Trade Federation battleship, Neimoid-
ian Viceroy Nute Gunray and his lieutenant, Daultay Dofine,
stood staring in shock at the protocol droid they had sent to look
after the supreme chancellor's ambassadors.
"What did you say?" Gunray hissed furiously.
TC-14 was impervious to the look the Neimoidian gave it.
"The ambassadors are Jedi Knights. One of them is a Jedi Mas-
ter. I am quite certain of it."
Dofine, a flat-faced, restless sort, wheeled on his companion
in dismay. "I knew it! They were sent to force a settlement! The
game's up! Blind me, we're done for!"
Gunray made a placating gesture. "Stay calm! I'll wager the
Senate is completely unaware of the supreme chancellor's moves
in this matter. Go. Distract them while I contact Lord Sidious."
The other Neimoidian gaped at him. "Are you brain-dead?
I'm not going in there with two Jedi Knights! Send the droid!"
He waved hurriedly at TC-14, who bowed, made a small
squeaky sound in response, and went out.
When the protocol droid was gone, Dofine summoned Rune
Haako, the third member of their delegation, drew both his
compatriots to a closed, separate space on the bridge where they
could be neither seen nor heard by anyone else, and triggered a
holographic communication.
It took a few moments for the hologram to appear. As it did
so, a stoop-shouldered, dark-robed shape appeared, cloaked and
hooded so that nothing of its face could be seen.
"What is it?" an impatient voice demanded.

THE PHANTOM MENACE ================================================31

Nute Gunray found his throat so dry that for a moment he
could not speak. "The Republic ambassadors are Jedi Knights."
"Jedi?" Darth Sidious breathed the word softly, almost rever-
ently. There was a measure of calm about his acceptance of the
news. "Are you sure?"
Nute Gunray found what little courage he had been able to
muster for this moment quickly evaporating. He stared at the
black form of the Sith Lord in mesmerized terror. "They have
been identified, my lord."
As if unable to endure the silence that followed, Daultay
Dofine charged into the gap, wild-eyed. "This scheme of yours
has failed, Lord Sidious! The blockade is finished! We dare not
go up against Jedi Knights!"
The dark figure in the hologram turned slightly. "Are you
saying you would rather go up against me, Dofine? 1 am amused."
The hood shifted toward Gunray. "Viceroy!"
Nute stepped forward quickly. "Yes, my lord?"
Darth Sidious's voice turned slow and sibilant. "I don't want
this stunted piece of slime to pass within my sight again. Do you
understand? "
Nute's hands were shaking, and he clasped them together to
still them. "Yes, my lord."
He wheeled on Dofine, but the other was already making his
way from the bridge, his face filled with terror, his robes trailing
behind him like a shroud.
When he was gone, Darth Sidious said, "This turn of events
is unfortunate, but not fatal. We must accelerate our plans,
Viceroy. Begin landing your troops. At once."
Nute glanced quickly at Rune Haako, who was trying his
best to disappear into the ether. "Ah, my lord, of course, but. ..
is that action legal?"

32 =======================================================TERRY BROOKS

"I will make it legal, Viceroy."
"Yes, of course." Nute took a quick breath. "And the Jedi?"
Darth Sidious seemed to grow darker within his robes, his
face lowering further into shadow. "The supreme chancellor
should never have brought the J ern into this. Kill them now.
Immediately. "
"Yes, my lord," Nute Gunray answered, but the hologram of
the Sith Lord had already vanished. He stared at the space it had
left behind for a moment, then turned to Haako. "Blow up their
ship. I will send a squad of battle droids to finish them."

In the conference room in which they had been left, Qui-
Gon and Obi-Wan stared at each other across a long table.
"Is it customary for Neimoidians to make their guests wait
this long?" the younger Jedi asked.
Before Qui-Gon could respond, the door opened to admit
the protocol droid bearing a tray of drinks and food. TC-14
crossed to their table, placed the tray before them, and handed
each a drink. It stepped back then, waiting. Qui-Gon motioned to
his young companion, and they lifted the drinks and tasted them.
Qui-Gon nodded at the droid, then looked at Obi-Wan. "I
sense an unusual amount of maneuvering for something as trivial
as this trade dispute. I sense fear as well."
Obi-Wan placed his drink back on the table. "Perhaps-"
An explosion rocked the room, spilling the drinks, sending
the tray with its food skidding toward the edge. The Jedi leapt
to their feet in response, lightsabers drawn and activated. The
protocol droid backpedaled quickly, arms lifting, muttering its
apologies, looking every which way at once.
"What's happened?" Obi-Wan asked quickly.

THE PHANTOM MENACE================================================33

Qui-Gon hesitated, closed his eyes, and retreated deep within
himself. His eyes snapped open. "They've destroyed our ship."
He glanced around swiftly. It took only a moment for him to
detect a faint hissing sound from the vents near the doorway.
"Gas," he said to Obi-Wan in warning.
In the cage beside the door, the birdlike creatures began to
drop like stones.

On the bridge, Nute Gunray and Rune Haako watched
through a viewscreen as a squad of battle droids marched into
the hallway just outside the conference room in which the Jedi
were trapped. On crooked metal legs, they approached the door-
way, blasters held at the ready, a hologram of Nute directing
them from behind.
"They must be dead by now, but make certain," he directed
the battle droids, and switched off the hologram.
The Neimoidians watched closely as the foremost of the
battle droids opened the door and stepped back. A cloud of
noxious green gas poured from the room, and a solitary figure
stumbled into view, arms waving.
"Excuse me, sirs, I'm so sorry," TC-14 babbled as it maneu-
vered through the battle droids, holding aloft its tray of scattered
food and spilled drinks.
In the next instant the Jedi appeared, charging from the
room with lightsabers flashing. Qui-Gon's weapon sent a pair of
the battle droids flying in a shower of sparks and metal parts that
scattered everywhere. Obi-Wan's saber deflected blaster fire into
several more. He raised his hand, palm outward, and another of
the droids went crashing into the wall.
On the bridge viewscreen, smoke and lingering clouds of

34==================================================TERRY BROOKS

green gas obscured everything. Alarms began to sound through- 
out the battleship, reverberating off its metal skin.
"What in blazes is going on down there?" Nute Gunray de- 
manded of his associate, eyes wide.
Rune Haako shook his head doubtfully. There was fear in his 
orange-red eyes. "You've never encountered Jedi Knights be-
fore, have you?"
"Well, no, not exactly, but I don't see. .." The alarms con-
tinued to blare, and suddenly Nute Gunray was unabashedly
afraid. "Seal off the bridge!" he shouted frantically.
Rune Haako backed away as the doors to the bridge began to
close. His voice was small and went unheard as he whispered to
himself, "That won't be enough."
In seconds, the Jedi were standing in the hallway outside
the bridge, dispatching the last of the battle droids that stood in
their way. An unstoppable force, the two men worked in unison
against their adversaries, seemingly able to anticipate every form
of attack. Lightsabers flashed and stabbed in brilliant bursts of
color. Droids and blasters fell away in broken pieces.
"I want destroyer droids up here at once!" Nute Gunray
screamed, watching as one of the Jedi began cutting through the
bridge door with his lightsaber. He felt his throat tighten and his
skin begin to crawl. "Close the blast doors! Now!"
One after another, the blast doors began to shut and seal
with hissing sounds. The crew stood transfixed as on the view-
screen the Jedi continued their attack, lightsabers cutting at the
massive doors, melting away the steelcrete like soft butter. Mut-
ters of disbelief were heard, and Nute screamed at them to be
silent. Sparks showered off the blast door under attack by the
Jedi, and a red spot appeared at its center where the larger man
plunged his lightsaber into the metal almost up to its hilt.

THE PHANTOM MENACE===========================================35

The viewscreen suddenly went blank. At the center of the
door, the metal began to turn molten and drop away.
"They're still coming," Rune Haako whispered, gathering
his robes as he backed away further.
Viceroy Nute Gunray said nothing in response. Impossible! he
was thinking. Impossible!

Qui-Gon was hammering at the blast door with every ounce
of strength he possessed, determined to break through to the
treacherous Neimoidians, when his instincts warned him of dan-
ger from another quarter.
"Obi-Wan!" he shouted to his companion, who wheeled
toward him at once. "Destroyer droids!"
The younger Jedi nodded, smiling. "Offhand, I'd say this
mission is past the negotiation stage."
In the hallway just beyond the area in which the Jedi fought,
ten destroyer droids rolled into view. They resembled gleaming
metal wheels as they rounded a corner, smooth and silent in their
approach. One by one they began to unfold, releasing tripods of
spidery legs and stunted arms into which laser guns had been
built. Crooked spines unlimbered, and the droids rose to a stand-
ing position, armored heads cocked forward. They were wicked-
looking and deadly, and they were built for one purpose only.
Skittering around the final corner to the bridge entry, they
triggered their laser guns, filling the open area with a deadly cross-
fire. When the lasers went still, the destroyer droids advanced,
searching for their prey.
But the anteway was empty, and the Jedi Knights were gone.

On the bridge, Nute Gunray and Rune Haako watched
the viewscreen flicker back to life. The destroyer droids were

36================================================== TERRY BROOKS

reverting to their wheeled forms, spinning away across the entry
and down the hallway, clearly in pursuit of the Jedi.
"We have them on the run," Rune Haako breathed, scarcely
able to believe their good fortune.
Nute Gunray said nothing, thinking that their escape had
been entirely too close. It was ridiculous that they should be
fighting Jedi Knights in any event. This was a matter of com-
merce, not of politics. The Trade Federation was fully justified in
resisting the Republic Senate's foolish decision to impose a tax
on trade routes when there was no basis in law for doing so. That
the Neimoidians had found an ally to stand with them in this
matter, to advise them on imposing a blockade and forcing a
withdrawal of sanctions, was no cause for calling in the Jedi.
He hunched his shoulders and made a fuss over straightening
his robes to disguise his shaking.
He was distracted suddenly by a call from the communica-
tions center behind him. "Sir, a transmission from the city of
Theed on Naboo."
The viewscreen to the planet flickered to life, and a woman's
face appeared. She was young, beautiful, and serene. An applied
beauty mark of deepest crimson split her lower lip, and a golden
headdress framed her powdery-white face. She stared out at the
Neimoidians from the screen as if she were so far above and be-
yond them as to be unapproachable.
"It's Queen Arnidala herself," Rune Haako whispered, just
out ofholocam view.
Nute Gunray nodded, moving closer. "At last we're gettin~
results," he whispered back.
He moved to where he could be seen by the Queen. Cloaked
in her ceremonial robes, Arnidala sat on her throne, an omatc
chair on a raised dais fronted by a low, flat-surfaced divider. The

THE PHANTOM MENACE===========================================37

Queen was surrounded by five handmaidens, all of them cloaked
and hooded in crimson. Her gaze was steady and direct as it took
in the viceroy's leadIery countenance.
"The Trade Federation is pleased you have chosen to come
before us, Your Highness," he began smoothly.
"You will not be so pleased when you hear what 1 have to say,
Viceroy," she said flatly, cutting him short. "Your trade boycott is
ended."
Nute fought down his shock, regained his composure, and
smirked at Rune. "Really, Your Highness? 1 was not aware-"
"I have word that the Senate is finally voting on the matter,"
she continued, ignoring him.
"I take it you know the outcome already, dIen." Nute felt a
measure of uncertainty take hold. "I wonder why dIey bodIer to
vote at all."
Amidala leaned forward slightly, and the Neimoidian could
see dIe fire in her brown eyes. "I have had enough of pretense,
Viceroy. 1 am aware that dIe supreme chancellor's ambassadors
are with you now, and dIat you have been commanded to reach a
settlement. What is it to be?"
Nute Gunray felt a deep hole open in his waning confidence.
"I know nothing about any ambassadors. You must be mistaken."
There was a flicker of surprise on dIe Queen's face as she
studied dIe viceroy carefully. "Beware, Viceroy," she said softly.
"The Federation has gone too far this time."
Nute shook his head quickly, drawing himself up in a defen-
sive posture. "Your Highness, we would never do anything in de-
fiance of dIe Senate's will. You assume too much."
Amidala sat motionless, brown eyes fixed on him-as if she
could see dIe trudI he was trying to hide, as if he were made of
glass. "We shall see," she said softly.

38==================================================TERRY BROOKS

The viewscreen went blank. Nute Gunray drew a long breath 
and exhaled slowly, not caring much for how this woman made
him feel.
"She's right," Rune Haako said at his elbow. "The Senate
will never let-"
Nute lifted one hand to cut him short. "It's too late now.
The invasion is under way."
Rune Haako was silent for a moment. "Do you think she sus-
pects an attack?"
The viceroy wheeled away. "I don't know, but I don't want
to take any chances. We must move quickly to disrupt all com-
munications down there until we're finished!"

In the main hangar bay of the ship, Qui-Gon Jinn and
Obi-Wan Kenobi crouched silently in the opening of a large cir-
culation vent that overlooked six massive double-winged Federa-
tion landing ships surrounded by a vast array of transports. The
transports were large boot-shaped vehicles with bulbous noses.
The doors that formed those noses gaped open, racks were ex-
tended, and thousands of sleek silvery shapes were marching in-
side in perfect formation to be secured. .,
"Battle droids," Qui-Gon said softly. There was surprise and 
dismay in his deep voice. !
"It's an invasion army," Obi-Wan said.
They continued to watch for a time, taking in the scene,
counting transports and droids as they filled the half-dozen land-
ing craft, taking measure of the size of the army.
"It's an odd play for the Federation," Qui-Gon observed.
"We've got to warn the Naboo and contact Chancellor Valorum."
Obi-Wan nodded. "We'd best do it somewhere besides here."

THE PHANTOM MENACE===========================================39

His mentor glanced at him."Maybe we can hitch a ride with
our friends down there."
"It's the least they can do after the way they've treated us so
far." Obi-Wan pursed his lips. "You were right about one thing,
Master. The negotiations were short."
Qui-Gon Jinn smiled and beckoned him ahead.

-====4======::=-

A twilight that was misty and seemed perpetual lay in silvery
gray layers over the green lushness of Naboo as the Federation
landing ships descended out of the black infinity of space to settle
slowly planetward. One set of three moved away from the others,
dropping silently through clouds that hung still and endless
across the world's emerald surface. Ghostlike as they passed
through the haze, double wings shaped like a giant I, they mate-
rialized one by one near a vast, murky swamp. As they gently
landed next to the dark waters and clumps of trees and grasses,
their metal bodies parted to allow the bulbous-nosed transports
to offload onto the surface and begin forming up.
Some distance away from the closest of the landing craft,
Obi-Wan Kenobi's head broke the swamp's still waters. A quick
breath, and he was gone again. He surfaced once more, farther
away, and this time took a moment to look back at the invasion
force. Dozens of transports filled with battle droids and tanks
were moving into place in front of the landing craft. Some hovered
THE PHANTOM MENACE================================================41

above the swamp's waters. Some had found purchase on dry
ground.
Far to his left, he caught sight of a shadowy form running
through the mist and trees. Qui-Gon. Obi-Wan took another
deep breath, submerged swiftly, and began to swim.
Qui-Gon Jinn slipped wraithlike through the swamp, listen-
ing to the sounds of heavy rustling and snapping branches be-
hind him as the Trade Federation transports began to advance.
Mixe-d With the deeper, heavier whine .of the transport engines
was the higher pitched buzzing of STAPs-singie trooper aerial
platforms-small, individually piloted mobile gun units used to
transport battle droids as scouts for the main army. The STAPs
whipped above the watery terrain ofNaboo, fleeting shadows as
they surged in front of the larger transports.
Animals of all shapes and sizes began to scatter from their
places of concealment, racing past Qui-Gon in search of safety.
Ikopi, fulumpasets, motts, peko pekos-the names recalled
themselves instantly to the Jedi Master from his preparation for
this journey. Dodging the frightened creatures stampeding
around him, he cast about for Obi-Wan, then picked up his pace
as the dark shadow of a transport appeared out~f the mist di-
rectly behind him.
He was running out of firm ground and searching for a way
past a large lake when he saw a strange froglike creature before
him. It was squatting in the water, its rubbery body crouched
over a shell it had just pried open, its long tongue licking out the
insides with a quick whipping movement, its throat swallowing.
Casting aside the empty shell, it rose to face Qui-Gon, its long,
flat ears dangling from its amphibious head in broad flaps, its
ducklike snout working thoughtfully around whatever delicacy it

42======================================================= TERRY BROOKS

had removed from the shell. Eyes that protruded from the top of
its head blinked in confusion, taking in Qui-Gon and the animals
about him, then seeing clearly for the first time the massive
shadow from which they fled.
"Oh, oh," the creature muttered, the syllables clouded, but
recognizable.
Qui-Gon broke left past the strange creature, anxious to get
out of the path of the approaching transport. The creature
dropped the shell, eyes wide and frantic, and grabbed onto Qui-
Gon's robes.
"Hep me, hep me!" it cried plaintively, rubbery face contort-
ing in shock and desperation.
"Let go!" Qui-Go~ snapped, trying in vain to break free.
The transport thundered toward them, skimming the surface
of the swamp, flattening grasses and stirring up water spouts in
the wake of its passing. It bore down on Qui-Gon as he fought to
break free of the creature that clung to him, dragging it sideways
in a futile effort to escape.
Finally, with the transport only meters away and looming
over him like a building about to topple, the J edi Master pushed
the creature into the shallow water and sprawled facedown on
top of it. The Trade Federation transport passed over them in a
wash of sound and shocked air, the vibrations hammering into
their prone forms, flattening them into the mire.
When it was safely past, Qui-Gon pulled himself out of the
mud and took a deep, welcome breath. The strange creature rose
with him, still clinging to his arm, cloudy water dripping from its
flat-billed face. It gave a quick glance after the departing trans-
port, then threw itself on Qui-Gon, hugging him ecstatically.
"Oh boi, oh boi!" it gasped with a high-pitched, warbled
sound. "I love yous, love yous forever!"

THE PHANTOM MENACE================================== 43

The creature began kissing him.
"Let go!" Qui-Gon huffed. "Are you brainless? You almost
got us killed!"
The creature looked offended. "Brainless? I speak!"
"The ability to speak does not make you intelligent!» Qui-
Gon was having none of it. "Now let go of me and get out of
here!"
He freed himself from the creature and began to move off,
glancing around uneasily as the high-pitched buzz of STAPs
sounded in the distance.
The creature hesitated, then began trailing after him. "No,
no, me stay wit you! Me stay! Jar Jar be loyal, humble Gungan
servant. Be yous friend, me."
The Jedi Master barely glanced at him, watching the shad-
ows, searching now for Obi-Wan. "Thanks, but that won't be
necessary. Better be off with you."
Jar Jar the Gungan splashed after him, billed mouth work-
ing, arms waving. "Oh, bot tis necessary! Tis demanded by
da Guds. Tis life debt. Me know dis, sure as name be Jar Jar
Binks!"
The swamp reverberated with the sound of STAP engines,
and now two of the gun platforms burst from the mist, bearing
down on a fleeing Obi-Wan Kenobi, battle droid drivers wheel-
ing their speeders to the attack.
Qui-Gon pulled free his lightsaber, motioning Jar Jar away.
"I have no time for this now--"
"But must take me wit yous, keep me-" Jar Jar stopped,
hearing the STAPs, turning to see them bearing down, eyes go-
ing wide all over again. "Oh, oh, we gonna--"
Qui-Gon grabbed the Gungan and threw him facedown
in the swamp water once more. "Stay put." He flicked on the

44=========================================TERRY BROOKS

lightsaber, bracing himself as Obi-Wan and the pursuing STAPs
approached.
Jar Jar's head popped up. "We gonna die!" he screamed.
The battle droids opened fire with laser cannons from their
gun platforms just as Obi-Wan reached his friend. Qui-Gon
blocked the bolts with his lightsaber and deflected them back
into the attack craft. The STAPs exploded in shards of hot metal
and fell into the swamp.
An exhausted Obi-Wan wiped his muddied brow, gasping for
breath. "Sorry, Master. The swamp fried my lightsaber."
He pulled out his weapon. The business end was blackened
and burned. Qui-Gon took it from him and gave it a cursory
inspection. Behind him, Jar Jar Binks pulled himself out of
the muddy swamp water and .blinked curiously at the newly ar-
rived Jedi.
"You forgot to turn off your power again, didn't you, Obi-
Wan?" his friend asked pointedly.
Obi-Wan nodded sheepishly. "It appears so, Master."
"It won't take long to recharge, but it will take some time to
clean it up. I trust you have finally learned your lesson, my young
Padawan."
"Yes, Master." Obi-Wan accepted the proffered lightsaber
with a chagrined look.
Jar Jar pushed forward, amphibious feet flopping, ears flap-
ping, long limbs looking as if they might take him in almost
any direction. "Yous save me again, hey?" he asked Qui-Gon
rhetorically.
Obi-Wan stared. "What's this?"
"A Gungan. One of the locals. His name's Jar Jar Binks."
Qui-Gon's attention was directed out at the swamp. "Let's go,
before more of those STAPs show up."

THE PHANTOM MENACE================================================45

"More?" Jar Jar gasped worriedly. "Yous say more?"
Qui-Gon was already moving, shifting into a steady trot
through the mire. Obi-Wan was only a step behind, and it took a
moment for Jar Jar to catch up to them, his long legs working
frantically, his eyes rolling.
"Exsqueeze me, but da most grand safest place is in Otoh
Gunga," he gasped at them, trying to catch their attention. All
about, lost somewhere in the mists, STAPs sounded their high-
pitched whine. "Otoh Gunga," Jar Jar repeated. "Tis where I
grew. Tis safe city!"
Qui-Gon brought them to a halt, staring fixedly now at the
Gungan. "What did you say? A city?" Jar Jar nodded eagerly.
"Can you take us there?"
The Gungan seemed suddenly distraught. "Ah, oh, oh ...
mebbe me not rilly take yous ...not rilly, no."
Qui-Gon leaned close, his eyes dark. "No?"
Jar Jar looked as if he wished he could disappear into the
swamp completely. His throat worked and his billed mouth
opened and closed like a fish's. "Tis embarrassment, but. ..me
afraid me be banished. Sent oot. Me forget Boss Nass do terrible
hurt to me if go back dere. Terrible bad hurt."
A low, deep, pulsating sound penetrated the whine of the
STAPs, rising up through mist and gloom, growing steadily
louder. Jar Jar glanced around uneasily. "Oh, oh."
"You hear that?" Qui-Gon asked softly, placing a finger on
the Gungan's skinny chest. Jar Jar nodded reluctanrly. "There's a
thousand terrible things heading this way, my Gungari friend. .."
"And when they find you, they will crush you into dust, grind
you into little pieces, and then blast you into oblivion," Obi-Wan
added with more than a little glee.
Jar Jar rolled his eyes and gulped. "Oh, oh. Yous point very

46================================================TERRY BROOKS

good one." He gestured frantically. "Dis way! Dis way! Hurry
quick!"
In a rush, they raced away into the twilight mist.

Sometime later, the Jedi and the Gungan emerged from a
deep stand of swamp grass and thick rushes at the edge of a lake
so murky that it was impossible to see anything in the reflection
of twilight off the surface. Jar Jar bent double, three-fingered
hands resting on bony knees as he fought to catch his breath. His
rubbery form twisted this way and that as he looked back in the
direction from which they had come, long ears flapping with the
movement. Obi-Wan shook his head at Qui-Gon Jinn in faint
reproval. He was not happy with the Jedi Master's decision to
link up with this foolish-looking creature.
Somewhere in the distante, they could hear the steady, deep
thrum of Federation transport engines.
"How much farther?" Qui-Gon pressed their reluctant guide.
The Gungan pointed at the lake. "We go underwater, okeday?"
The Jedi looked at each other, then extracted small contain-
ers from their clothing, releasing portable breathing devices the
size of the palms of their hands.
"Me warning yous." Jar Jar's eyes shifted from one to the 
other. "Gungans no like yous outlanders. Yous not gonna get
warm welcome."
Obi-Wan shrugged. "Don't worry. ,This hasn't been our day
for warm welcomes."
"Get going," Qui-Gon motioned, fitting the device between
his teeth.
The Gungan shrugged, as if to disclaim all responsibility for
what would follow, turned back to the lake, performed a wild
double somersault, and disappeared into the gloom.

THE PHANTOM MENACE=========================================47

The Jedi waded after him.
Downward into the murkiness they swam, the Jedi following
the slender form of the Gungan, who seemed far more at home
in the water than on land. He swam smoothly and gracefully,
long limbs extended, body undulating with practiced ease. They
swam for a long time, angling steadily deeper, the light from the
surface fading slowly away behind them. What light there was
came from sources beneath the surface, not all of them visible.
The minutes slipped away, and Obi-Wan began to have second
thoughts about what they were doing.
Then suddenly there was a new light, this one a steady glow
that came from ahead. Slowly Otoh Gunga came into view. The
city was comprised of a cluster of bubbles that connected to
one another like balloons and were anchored to several huge
rock pillars. One by one, the bubbles grew more distinct, and it
became possible to make out the particulars of the structures
within and the features of the Gungans as they moved about
their business.
Jar Jar swam directly toward one of the larger bubbles, the
Jedi close on his heels. When he reached the bubble, he pushed
at it with his hands and it gave way to him, accepting first his
arms, then his head and body, and finally his legs, swallowing him
whole and closing behind him without rupturing. Amazed, the
Jedi followed, moving through the strange membrane, entering
the bubble without resistance.
Once inside, they found themselves on a platform that led
down to a square surrounded by buildings. Light emanated from
the bubble's walls in a steady glow, brightening the space inside.
The Jedi found the air breathable. As they descended to the
square below, water dripping from their clothing, Gungans began
to catch sight of them and to scatter with small cries of alarm.

48===============================================TERRY BROOKS

In short order a squad of uniformed Gungan soldiers ap-
peared, riding two-legged mounts with billed faces not entirely
dissimilar to their own. Kaadu, Qui-Gon recalled-swamp run-
ners with powerful legs, great endurance, and keen senses. The
Gungans carried long, deadly-looking electropoles, which they
used to motion back the distraught populace at the same time
they advanced on the intruders.
"Heyday ho, Cap'n Tarpals," Jar Jar greeted the leader of the
squad cheerfully. "Me back!"
"Notta gain, Jar Jar Binks!" the other snapped, clearly irri-
tated. "Yous goen ta Boss Nass. See what he say. Yous mebbe in
big trubble dis time."
Ignoring the Jedi, he gave Jar Jar a quick poke with his elec-
tropole, sending a shock through the hapless Gungan that lifted
him a half meter off the ground. Jar Jar rubbed his backside rue-
fully, muttering.
The Gungan soldiers took them through the buildings of
the city, down several connecting passages, and into what, Jar Jar
whispered to his companions, was the High Tower Boardroom.
The room was transparent on all sides, and small glowing fish
swam about the outside of the membrane, tiny stars against a
darker backdrop. A long, circular bench dominated one end of
the room with one section set higher than the rest. All the seats
were occupied by Gungan officials in their robes of office, and a
way was quickly made for the newcomers through Gungans al-
ready present to conduct other business.
The Gungan occupying the highest seat was a heavyset, squat
fellow so compressed by age and weight that it was impossible to
imagine he had ever been as slender as Jar Jar Binks. Folds of skin
draped from his body in loose layers, his neck was compressed
into his shoulders, and his face bore such a sour look that even

THE PHANTOM MENACE===================================49

Jar Jar seemed more than a little cowed as they were motioned
forward.
The Gungan officials stared, muttering among themselves as
the Jedi approached. "What yous want, outlanders?" Boss Nass
rumbled at them, after identifying himself.
Qui-Gon Jinn told him, relating what had brought the Jedi
to Naboo, warning of the invasion taking place above, asking the
Gungans to give them help. The Gungan council listened pa-
tiently, saying nothing until Qui-Gon was finished.
Boss Nass shook his head, the flesh of his thick neck jiggling
with the movement. "Yous can't be here. Dis army of maccaneks
up dere tis not our problem."
Qui-Gon held his ground. "That army of battle droids is
about to attack the Naboo. We must warn them."
"We no like da Naboo!" Boss Nass growled irritably. "And dey
no like da Gungans. Da Naboo think dey more smart den us. Dey
think dey brains so big. Dey have nutten ta do wit us cause we live
in da swamp and dey live up dere. Long time no have nutten ta do
wit each other. Dis not gonna change because ofmaccaneks."
"After that army takes control of the Naboo, they will come
here and take control of you," Obi-Wan said quietly. "
Boss Nass chuckled. "No, me think not. Me talk mebbe one,
two times wit Naboo in whole life, and no talk ever wit mac-
caneks. Maccaneks no come here! Dey not even know Gungans
exist!"
The remaining members of the council nodded in agree-
ment, muttering their verbal approval of Boss Nass's wisdom.
"You and the Naboo are connected," Obi-Wan insisted,
his youthful face intent, not ready to concede the matter.
"What happens to one will affect the other. You must understand
this.”

50==================================================TERRY BROOKS

Boss Nass dismissed him with a wave of one thick hand.
"We know nutten of yo us, outlander, and we no care about da
Naboo."
Before Obi-Wan could continue his argument, Qui-Gon
stepped forward. "Then speed us on our way," he demanded,
bringing up one hand in a casual motion, passing it smoothly be-
fore the Gungan chief's eyes in a quick invocation ofJedi mind
power.
Boss Nass stared at him, then nodded. "We speed yous far
away."
Qui-Gon held his gaze. "We need transport to Theed."
"Okeday." Boss Nass nodded some more. "We give yous
bongo. Da speedest way tada Naboo is goen through da core.
Yous go now."
Qui-Gon stepped back. "Thank you for your help. We go in
peace."
As the Jedi turned to leave, Obi-Wan whispered, "Master,
what is a bongo?"
Qui-Gon glanced at him and cocked one eyebrow thought-
fully. "A ship of some sort, I hope."
They were moving away from Boss Nass and the other Gun-
gan officials when they caught sight of Jar Jar Binks standing
forlornly to one side, wearing wrist binders and awaiting his fate.
Qui-Gon slowed and made eye contact with the unfortunate
creature.
"Master," Obi-Wan said softly in warning. He knew Qui- 
Gon too well not to see what was coming. '
The tall Jedi moved over to Jar Jar and stood looking at him.
"Dey setten yous up for bad fall!" the Gungan declared sul-
lenly, glancing around to see if anyone else might be listening.
"Goen through da core is bad danger."

THE PHANTOM MENACE=========================================51

Qui-Gon nodded. "Thank you, my friend."
Jar Jar Binks shrugged and looked sad. "Ahhh, tis okay."
Then he gave the Jedi Master a slow, sheepish grin and a hopeful
look. "Hey, any hep here would be hot."
Qui-Gon hesitated.
"We are short of time, Master," Obi-Wan advised quietly,
moving to his side.
The Jedi Master turned to face his protege, eyes distant.
"Time spent here may help us later. Jar Jar might be of some
use."
Obi-Wan shook his head in frustration. His mentor was too
eager to involve himself when it was not necessary. He was
too quick to adopt causes that were not his own. It had cost him
time and time again with the Jedi Council. One day it would be
his undoing.
He bent close. "I sense a loss offocus."
Qui-Gon's eyes fixed on him. "Be mindful, young Obi-Wan,"
he chastised gently. "Your sensitivity to the living Force is not
your strength."
The younger Jedi held his gaze only a moment, then looked
away, stung by the criticism. Qui-Gon turned"'from him and
walked back to Boss Nass. "What is to become of Jar Jar Binks?"
he asked.
Boss Nass, who was engaged in conversation with another
of the Gungan officials, turned to him in annoyance, his heavy
jowls puffing. "Binks breaks nocomeback law. Breaks exile. He
be punished."
"Not too severely, I trust?" the Jedi Master pressed. "He has
been of great help to us."
A slow laugh rumbled out of Boss Nass. "Pounded unto
death, dis one."

52=======================================================TERRY BROOKS

Somewhere in the background, Jar Jar Binks moaned loudly.
There were mutterings about the room. Even Obi-Wan, who
was back at his Master's side, looked shocked.
Qui-Gon was thinking fast. "We need a navigator to get us
through the core to Theed. I saved Jar Jar's life on the surface.
He owes me for that. I claim a life debt on him."
Boss Nass stared at the Jedi in silence, a deep frown furrow-
ing his brow and twisting his mouth. His head seemed to sink
deeper into his shoulders, into the wattles of skin that obscured
his neck.
Then his small eyes sought the unfortunate Jar Jar, and he
gestured. "Binks?"
Jar Jar moved forward obediently to stand beside the Jedi.
"Yous haf life debt wit ills outlander?" Boss Nass demanded
darkly.
Jar Jar nodded, head and ears hanging, .but a flicker of hope
springing into his eyes.
"Your gods demand he satisfy that debt," Qui-Gon insisted,
passing his hand in front of Boss Nass's eyes, invoking his Jedi
power once more. "His life belongs to me now."
The head Gungan considered the matter only a moment be-
fore nodding in agreement. "His life tis yous. Worthless, any-
what. Beggone wit him."
A guard came forward and removed Jar Jar's wrist binders.
"Come, Jar Jar," Qui-Gon Jinn advised, turning him 
away.
"Through da core?" Jar Jar gasped, realizing suddenly what
had happened. "Count me outta dis! Better dead here den dead
in da core. Me not go ...
But by then the Jedi were dragging him out of the room and
all sight and sound of Boss Nass.

THE PHANTOM MENACE============================================53

			* * * 
On the bridge of the Trade Federation's lead battleship,
Nute Gunray and Rune Haako stood alone before a hologram of
Darth Sidious. Neither of the Neimoidians was looking at the
other, and both were hoping the Sith Lord could not sense what
they were thinking.
"The invasion is on schedule, my lord," the viceroy was say-
ing, robes and headdress hiding the occasional twitching of his
limbs as he faced the cloaked and hooded form before him. "Our
army nears Theed."
"Good. Very good." Darth Sidious spoke in a soft, calm
voice. "I have the Senate bogged down in procedures. By the
time this incident comes up for a vote, they will have no choice
but to accept that your blockade has been successful."
Nute Gunray glanced quickly at his compatriot. "The Queen
has great faith that the Se.nate will side with her."
"Queen Amidala is young and naive. You will find control-
ling her will not be difficult." The hologram shimmered. "You
have done well, Viceroy."
"Thank you, my lord," the other acknowledged as the holo-
gram faded away.
In the ensuing silence, the Neimoidians turned to each other
with knowing looks. "You didn't tell him," Rune Haako said
accusingly.
"Of the missing Jedi?" Nute Gunray made a dismissive ges-
ture. "No need to tell him that. No need to tell him anything
until we know for certain what has happened."
Rune Haako studied him a long time before turning away.
"No, no need," he said softly, and walked from the room.

-::=====5======-

Obi-wan Kenobi sat hunched over the controls of the
bongo, familiarizing himself with their functions as Jar Jar Binks,
positioned next to him, rambled on and on about nothing. Qui-
Gon sat in the shadows behind them, silent and watchful.
"Dis is nutsen!" Jar Jar moaned as the bongo motored
steadily away from the shimmering lighted bubbles of Otoh
Gunga and deeper into the waters ofNaboo.
The bongo was an ungainly little underwater craft that con-
sisted mostly of an electrical power plant, guidance system, and
passenger seating. It looked somewhat like a species of squid,
having flat, swept-back fins and aft tentacles that rotated to pro-
pel the craft. Three bubble-canopied passenger compartments
were arranged symmetrically, one on each wing and the third for-
ward on the nose.
The Jedi and the Gungan occupied the nose compartment,
where Obi-Wan had assumed command of the controls and Jar
Jar had been instructed to start directing them through the core.
It seemed that there were underwater passageways all through

THE PHANTOM MENACE===================================65

the planet, and if you were able to locate the right one, you could
cut travel time considerably.
Or in the alternative, Obi-Wan thought darkly, you could cut
your own throat.
"We doomed," Jar Jar muttered plaintively. His flat-billed
face lifted away from the directional guidance system toward the
Jedi, his long ears swaying like ridiculous flaps. "Heydey ho?
Where we goen, Cap'n Quiggon?"
"You're the navigator," Qui-Gon observed.
Jar Jar shook his head. "Me? Yous dreaming. Don't know
nutten 'bout dis, me."
Qui-Gon placed a hand on the Gungan's shoulder. "Just re-
lax, my friend. The Force will guide us."
"Da Force? What tis da Force?" Jar Jar did not look im-
pressed. "Maxibig thing, dis Force, yous betcha. Gonna save me,
yous, all us, huh?"
Obi-Wan closed his eyes in dismay. This was a disaster wait-
ing to happen. But it was Qui-Gon's disaster to manage. It was
not his place to interfere. Qui-Gon had made the decision to
bring Jar Jar Binks along, after all. Not because he was a skilled
navigator or had displayed even the slightest evidence of talent in
any other regard, but because he was another project that Qui-
Gon, with his persistent disregard for the dictates of the Council,
had determined had value and could be reclaimed.
It was a preoccupation that both mystified and frustrated
Obi-Wan. His mentor was perhaps the greatest Jedi alive, a
commanding presence at Council, a strong and brave warrior
who refused to be intimidated by even the most daunting chal-
lenge, and a good and kind man. Maybe it was the latter that
had gotten him into so much trouble. He repeatedly defied the
Council in matters that Obi-Wan thought barely worthy of

56=======================================================TERRY BROOKS

championing. He was possessed of his own peculiar vision of a
Jedi's purpose, of the nature of his service, and of the causes he
should undertake, and he followed that vision with unwavering
singie- mindedness.
Obi-Wan was young and impatient, headstrong and not yet
at one with the Force in the way that Qui-Gon was, but he
understood better, he thought, the dangers of overreaching, of
taking on too many tasks. Qui-Gon would dare anything when
he found a challenge that interested him, even if he risked him-
self in the undertaking.
So it was here. Jar Jar Binks was a risk of the greatest magni-
tude, and there was no reason to think that embracing such a risk
would reap even the smallest reward.
The Gungan muttered some more, all the while casting
about through the viewport as if seeking a road sign that would
allow him to at least pretend he knew what he was doing. Obi-
Wan gritted his teeth. Stay out of it, he told himself sternly. Stay
out of it.
"Here, take over," he snapped at Jar Jar.
He moved out of his seat to kneel close to Qui-Gon. "Mas-
ter," he said, unable to help himself, "why do you keep dragging
these pathetic life-forms along with us when they are of so little
use?"
Qui-Gon Jinn smiled faintly. "He seems that way now per-
haps, but you must look deeper, Obi-Wan."
"I've looked deep enough, and there is nothing to see!" Obi-
Wan flushed with irritation. "He is an unneeded distraction!"
"Maybe for the moment. But that may change with time."
Obi-Wan started to say some~g more, but the Jedi Master cut
him short. "Listen to me, my young Padawan. There are secrets
hidden in the Force that are not easily discovered. The Force is

THE PHANTOM MENACE================================================57

vast and pervasive, and all living things are a part of it. It is not
always apparent what their purpose is, however. Sometimes that
purpose must be sensed first in order that it may be revealed
later."
Obi-Wan's young face clouded. "Some secrets are best left
concealed, Master." He shook his head. "Besides, why must you
always be the one to do the uncovering? You know how the
Council feels about these. ..detours. Perhaps, just once, the un-
covering should be left to someone else."
Qui-Gon looked suddenly sad. "No, Obi-Wan. Secrets must
be exposed when found. Detours must be taken when encoun-
tered. And if you are the one who stands at the crossroads or the
place of concealment, you must never leave it to another to act in
I your place."
The last of the lights from Otoh Gunga disappeared in a
wash of murkiness, and the waters closed around them in a dark
cloud. Jar Jar Binks was taking the craft ahead at a slow, steady
speed, no longer muttering or squirming, his hands fixed on the
controls. He flipped on the lights as darkness closed about, and
the broad yellow beams revealed vast stretches of multicolored
coral weaving and twisting away through the black.
"I respect your judgment in this, Master," Obi Wan said fi-
nally. "But it doesn't stop me from worrying."
Like all of the Jedi Knights, Obi-Wan Kenobi had been iden-
tified and claimed early in his life from his birth parents. He no
longer remembered anything of them now; the J edi Knights had
become his family. Of those, he was closest to Qui-Gon, his men-
tor for more than a dozen years, who had become his most
trusted friend.
Qui-Gon understood his attachment and shared it. Obi-Wan
was the son he would never have. He was the future he would

58=======================================================TERRY BROOKS

leave behind when he died. His hopes for Obi-Wan were enor-
mous, but he did not always share his student's beliefs.
"Be patient with me, Obi-Wan," he replied softly. "A little
faith sometimes goes a long way."
The bongo navigated a coral tunnel, the bridge work revealed
in deep fissures of crimson and mauve in the glow of the little
craft's lights. All about, brightly colored fish swam in schools
through the craggy rock.
"Are the Gungans and the Naboo at war with each other?"
Qui-Gon asked Jar Jar thoughtfully.
The Gungan shook his head. "No war. Naboo and Gungans
don't fight. Long time ago, mebbe. Now, Naboo keep outta
swamp, Gungans keep outta plains. Dey don't even see each
other."
"But they don't like each other?" the Jedi Master pressed.
Jar Jar snorted. "Da Naboo gOtta. big heads, alla time think
dey so much better den da Gungans! Big nuttens!"
Obi-Wan bent over Jar Jar Binks, his eyes directed out the
viewport. "Why were you banished, Jar Jar?" he asked.
The Gungan made a series of small smacking sounds with his
billed lips. "Tis kinda long story, but keeping dis short, me ...
oh, oh, ahhh ...kinda clumsy."
"You were banished because you're clumsy?" Obi-Wan ex-
claimed in disbelief.
The bongo turned down through an open stretch of water
between two huge coral shelves. Neither the Jedi nor the Gun-
gan saw the dark shape that detached itself from the larger out-
cropping and began to track them.
Jar Jar squirmed. "Me cause mebbe one or two little bitty
axaudents. Boom da gasser, crash der Bosses' heyblibber. Den dey '-!
banish me." '!

THE PHANTOM MENACE ================================================59

Obi-Wan was not entirely sure what Jar Jar was telling him.
But before he could ask for clarification, there was a loud thump
as something struck the bongo, causing it to lurch sharply to
one side. A huge crustacean with multiple legs and massive jaws
ringed with teeth had hooked them with its long tongue and was
drawing them steadily toward its widespread maw.
"Opee sea killer!" Jar Jar cried in dismay. "We doomed!"
"Full speed ahead, Jar Jar!" Qui-Gon ordered quickly, watch-
ing the jaws open behind them.
But instead of pushing the throttles forward, Jar Jar panicked
and jammed them into reverse, causing the little ship to fly
directly into the mouth of their attacker. The bongo slammed
into the back of the monster's throat with a heavy thump that
sent the Jedi reeling over the seats and into the walls. Rows of
jagged teeth began to close about them as the lights on the con-
trol panel flickered uncertainly.
"Oh, oh," Jar Jar Binks said.
Obi-Wan leapt quickly back into the copilot's seat. "Here,
give me the controls!"
He seized the throttles and steering apparatus and shoved
everything into forward, full speed ahead. To his surprise, the
opee sea killer's mouth opened with a spasmodic jerk, and they
shot through its teeth as if from a laser cannon.
"We free! We free!" Jar Jar was jumping about in his seat, ec-
static over their good fortune.
But a quick glance back revealed that they were lucky for
a different reason than they thought. The opee sea killer was
caught in the jaws of a creature so huge that it dwarfed even the
beast it was eating. A long, eel-like hunter with clawed forelegs,
rear fins, and a wicked pair of jaws was crunching the sea killer
into tiny bits and swallowing it down eagerly.

60=======================================================TERRY BROOKS

"Sando aqua monster, oh, oh!" Jar Jar Binks moaned, burying
his face in his hands.
Obi-Wan increased power, trying to put more distance be-
tween themselves and this newest threat. The sando aqua mon-
ster disappeared behind them, but the lights of the bongo were
flickering ominously. The little craft dived deeper, penetrat-
ing the planet's core. Suddenly something exploded inside a con-
trol panel behind them, showering the cabin with sparks. Seams
split overhead, and water began leaking through the bongo's
outer skin.
"Master," Obi-Wan said as the power-drive whine took a
sudden dive, "we're losing power."
Qui-Gon was working over the troubled control panel, head
lowered. "Stay calm. We're not in trouble yet."
"Not yet!" Jar Jar had lost all pretense of calm and was flail-
ing about in his seat. "Monstairs out dere! Leakin in here. We
sinkin with no power! Yous nuts! When yous think we in trubble?"
With that, the lights inside the bongo went completely black.
Jar Jar Binks had his answer.

In the conference room of the lead battleship of the Trade
Federation fleet, a hologram ofDarth Sidious towered over Nute
Gunray and Rune Haako. The Neimoidian viceroy and his lieu-
tenant stood motionless before it, reddish orange eyes fixed and
staring, reptilian faces betraying every bit of the fear that held
them paralyzed.
The black-cloaked figure of Darth Sidious regarded them!
silently. There was no hint of expression on his shadowed coun- '
tenance, which was mostly hidden within the folds of the cloak's
hood. But the rigid posture of the Sith Lord's body spoke
volumes. 

THE PHANTOM MENACE================================================61

"You disappoint me, Viceroy," he hissed at Nute Gunray.
"My lord, I am certain that all-" The subject of his anger
tried futilely to explain.
"Worse, you defy me!"
The Neimoidian's face underwent a terrifying transforma-
tion. "No, my lord! Never! These Jedi are ...resourceful, that's
all. Not easily destroyed-"
"Alive, then, Viceroy?"
"No, no, I'm sure they're dead. They must be. We-we just
haven't been able to confirm it ...yet."
Darth Sidious ignored him. "If they are alive, they will show
themselves. When they do, Viceroy, I want to know immediately.
I will deal with them myself."
Nute Gunray looked as ifhe might collapse under the weight
of the Sith Lord's penetrating stare. "Yes, my lord," he managed
as the hologram vanished.

Inside the troubled bongo, Obi-Wan fought to keep control
as the little craft began to drift aimlessly.
Abruptly the whine of the power drive came alive and the aft
drive fins began to turn. "Power's back," Obi-Wan breathed
gratefully.
The lights on the control panels blinked on, flickered, and
steadied. The exterior directional lights followed, momentarily
blinding them as they reflected off rock walls and jagged out-
croppings. Then Jar Jar screamed. A new monster was sitting
right in front of them, all spines and scales and teeth, crooked
clawed forelegs raised defensively.
"Colo claw fish!" the Gungan shrieked. "Yous Jedi do some-
thing! Where da Force now, you think?"
"Relax," Qui-Gon Jinn said softly, placing his hand on Jar

62==================================================TERRY BROOKS

Jar's twitching shoulder. The Gungan jerked and promptly
fainted.
"You overdid it," Obi-Wan observed, wheeling the bongo
about and jetting away through the darkness.
Even without looking, he knew the colo claw fish was in
pursuit. They were inside a tunnel that probably served as the
creature's lair. They were lucky to have caught it by surprise.
He angled the bongo toward the cave entrance and a series of
overhangs that might provide them with a little protection on
their way out. Something slammed into the bongo, held it fast
momentarily, then released it. Obi-Wan increased power to the
drive fins.
"Come on, come on!" he breathed softly.
They shot out of the cave directly into the jaws of the waiting
sando aqua monster. The creature jerked back at the unexpected
invasion, giving Obi-Wan just an instant to bank their craft hard
to the right. The jaws of the aqua monster were still open as they
sped between teeth the size of buildings.
Jar Jar's eyes flickered open. He caught sight of the teeth and
promptly fainted again.
Out through a gap in the sando aqua monster's fangs they
sped, the bongo shaking with the thrust of its power drive. But
the colo claw fish, still in pursuit, did not veer aside quickly
enough and flew right into the larger hunter's maw. The jaws
came down, engulfing it.
Obi-Wan increased power to the drive fins as bits of the colo
claw fish reemerged briefly through the sando aqua monster's
grinding teeth, only to be sucked quickly from sight again.
"Let's hope that's all the snack he requires," the Jedi ob-
served with a quick glance back.
Apparently it was, because it did not come after them. It took

THE PHANTOM MENACE============================================63

a while to revive Jar Jar and a good deal longer to complete their
voyage through the core, but with the Gungan's somewhat ques-
tionable help, they finally emerged from the darkness of the
deeper waters toward a blaze of sunlight. The bongo popped to
the surface of an azure body of water, green hills and trees rising
about them, clouds and blue sky overhead. Obi-Wan steered the
little craft to the nearest shore, shut down the engines, and re-
leased the nose hatch. Qui-Gon rose and looked around.
"We safe now," Jar Jar observed with a grateful sigh, leaning
back in his seat. "Tis okeday, hey?"
"That remains to be seen," the Jedi Master said. "Let's
be off."
He climbed from the bongo onto the shore and started
away. Obi-Wan glanced meaningfully at Jar Jar and followed.
The Gungan stared doubtfully after the departing J edi. "Me
comen, me comen," he muttered, and hurried after.

-~::===6=::::=-

It was a little more than a week after the Podrace and the en-
counter with the old spacer that Watto summoned Anakin into
the musty confines of the junk shop and told him he was to take a
speeder out to the Dune Sea to do some trading with the Jawas.
The Jawas, scavengers, were offering a number of droids for sale
or trade, some of them mechanics, and while Watto wasn't about
to part with usable currency, he didn't want to pass up a bargain
if it could be had for a favorable barter. Anakin had traded on
Watto's behalf before, and the Toydarian knew that the boy was
good at this, too.
The blue face hovered close to Anakin's own, tiny wings beat-
ing madly. "Bring me what I need, boy! And don't mess up!"
Anakin was entrusted with a variety of difficult-to-obtain en-
gine and guidance systems parts that the J awas would covet and
Watto could afford to give up for the right set of droids. The boy
was to take the speeder out into the Dune Sea for a midday meet-
ing with the Jawas, make his trade, and be back by sunset. No de-
tours and no fooling around. Watto hadn't forgiven him yet for

THE PHANTOM MENACE================================================65

losing the Podrace and smashing his best racer, and he was let-
ting the boy know it.
"March the droids back if you can't barter for a float sled."
Watto flitted about, issuing orders, a blue blur. "If they can't
walk this far, they aren't of any use to me. Peedunkel! Make sure
you don't get taken! My reputation is at stake!"
Anakin listened attentively and nodded at all the right places,
the way he had learned to do over the years. It was only a little
past midmorning and there was plenty of time to do what was
needed. He had traded with the J awas many times, and he knew
how to make certain they did not get the best of him.
There was a great deal Watto didn't know about Anakin Sky-
walker, the boy thought to himself as he went out the door to
claim his speeder and begin his journey. One of the tricks to be-
ing a successful slave was to know things your master didn't
know and to take advantage of that knowledge when it would do
you some good. Anakin had a gift for Podracing and a gift for
taking things apart and putting them back together and making
them work better than they had before. But it was his strange
ability to sense things, to gain insights through changes in
temperament, reactions, and words, that served him best. He
could tune in to other creatures, bond with them so closely he
could sense what they were thinking and what they would do al-
most before they did. It had served him well in dealing with the
Jawas, among others, and it gave him a distinct edge in bartering
on Watto's behalf.
Anakin had a couple of important secrets he kept from Watto
as well. The first was the protocol droid he was reconstructing in
his bedroom work area. It was far enough along that even though
it was missing its skin and an eye, it could stand and move
around, and its intelligence and communications processors were

66=======================================================TERRY BROOKS

up and running. Good enough to do the job he required of it, he
concluded, which was to accompany him on his bartering mis-
sion. The droid could listen in on the Jawas in their own peculiar
language, which Anakin did not understand or speak particularly
well. By doing so, it could let Anakin know if they were trying to
slip anything by him. Watto didn't know how far he had gotten
with the droid, and there wasn't much danger Watto could find
out while they were out in the Dune Sea.
The second and more important secret concerned the Pod-
racer the boy was building. He had been working on it for almost
two years, salvaging bits and pieces as he went, assembling it un-
der cover of an old tarp in an area of the common refuse dump in
back of the slave housing. His mother had indulged him, mind-
ful of his interest in taking things apart and putting them back
together. She didn't see the harm in allowing him to have this
project to work on in his spare time, and Watto knew nothing of
the Pod.
That was an inspired bit of subterfuge on Anakin's part. He
knew, just as with the droid, that if it appeared to have any value
1 at all, Watto would claim it. So he deliberately kept it looking as
if it were a complete piece of junk, disguising its worth in a variety
of clever ways. To all intents and purposes, it would never run. It
was just another childish project. It was just a little boy's dream.
But for Anakin Skywalker, it was the first step in his life plan.
He would build the fastest Podracer ever, and he would win
every race in which it was entered. He would build a starfighter
next, and he would pilot it off Tatooine to other worlds. He
would take his mother with him, and they would find a new
home. He would become the greatest pilot ever, flying all the
ships of the mainline, and his mother would be so proud of him.

THE PHANTOM MENACE================================================67

And one day, when he had done all this, they would be slaves
no longer. They would be free.
He thought about this often, not because his mother encour-
aged him in any way or because he was given any reason to think
it might happen, but simply because he believed, deep down in-
side where it mattered, that it must.
He thought about it now as he guided his speeder through
the streets of Mos Espa, the protocol droid sitting in the rear pas-
senger compartment, skeletal-like without its skin and motion-
less because he had deactivated it for the ride out. He thought
about all the things he would do and places he would go, the ad-
ventures he would have and the successes he would enjoy, and
the dreams he would see come true. He drove the speeder out
from the city under Tatooine's suns, the heat rising off the desert
sands in a shimmering wave, the light reflecting off the metal sur-
face of the speeder like white fire.
He proceeded east for about two standard hours until he
reached the edge of the Dune Sea. The meeting with the Jawas
was already in place, arranged by Watto the day before by trans-
mitter. The Jawas would be waiting by Mochot Steep, a singular
rock formation about halfway across the sea. Goggles, gloves,
and helmet firmly in place, the boy cranked up the power on the
speeder and hastened ahead through the midday heat.
He found the Jawas waiting for him, their monstrous sand-
crawler parked in the shadow of the Steep, the droids they
wished to trade lined up at the end of the crawler's ramp. Anakin
parked his speeder close to where the little robed figures waited,
yellow eyes gleaming watchfully in the shadows of their hoods,
and climbed out. He activated the protocol droid and ordered
him to follow. With the droid trailing obediently, he walked

68=======================================================TERRY BROOKS

slowly down the line of mechanicals, making a show of carefully
studying each.
When he was finished, he drew his droid aside. "Which ones
are best, See- Threepio?" he asked. He'd given it a number the
night before, choosing three because the droid made the third
member of his little family after his mother and himself.
"Oh, well, Master Anakin, I'm flattered that you would ask,
but I would never presume to infringe on your expertise, my
own being so meager, although I do have knowledge of some
fifty-one hundred different varieties of droids and over five
thousand different internal processors and ten times that many
chips and-"
"Just tell me which ones are best!" Anakin hissed under his
breath. He had forgotten that C-3PO was first and foremost
a protocol droid and, while possessed of extensive knowledge,
tended to defer to the humans he served. "Which ones, Three-
pio?" he repeated. "Left to right. Number them off to me."
C-3PO did so. "Do you wish me to enumerate their capabil-
ities and design specialties, Master Anakin?" he asked solicitously,
cocking his head.
Anakin silenced him with a wave of his hand as the head Jawa
approached. They bartered back and forth for a time, Anakin
getting a sense of how far the Jawas could be pushed, how much
subterfuge was taking place with regard to their droids, and how
badly they wanted the goods he was offering in exchange. He
was able to determine that several of the best droids were still in-
side the crawler, a fact that C-3PO picked up from an unguarded
comment made by a Jawa off to one side. The head Jawa squeaked
at him furiously, of course, but the damage was done.
Three more droids were brought out, and again Anakin took
a few moments to inspect them, C-3PO at his side. They were

THE PHANTOM MENACE================================================69

good models, and the Jawas were not particularly eager to part
with them for anything less than a combination of currency and
goods. Anakin and the head Jawa, who were of about the same
height and weight, stood nose to nose arguing the matter for a
long time.
When the bartering was completed, Anakin had traded a
little more than half of what he had brought as barter for two
mechanic droids in excellent condition, three more multipurpose
droids that were serviceable, and a damaged hyperdrive con-
verter that he could put back into service in no time. He could
have traded for another two or three droids, but the quality of
those that remained wasn't sufficiently high to part with any
more ofWatto's goods, and Watto would be quick to see that.
There was no float sled to be had, so Anakin lined up the
newly purchased droids behind the speeder, placed C-3PO in the
rear passenger comp.artment to keep an eye on them, and set off
for Mos Espa. It was just after midday. The little procession was a
curious sight, the speeder leading, hovering just off the sand,
thrusters on dead slow, the droids trailing behind, jointed limbs
working steadily to keep pace.
"That was an excellent trade, Master Anakin," C-3PO ad-
vised cheerfully, keeping his one good eye on their purchases.
"You are to be congratulated! I think those Jawas learned a hard
lesson today! You really did show them a thing or two about
hard bargaining! Why, that pit droid alone is worth much more
than...”
The droid rattled on incessantly, but Anakin let him alone,
ignoring most of what he said, content to let his mind wander for
a bit now that the hard part was done. Even with the droids
slowing them down, they should reach the edge of the Dune Sea
before midafternoon and Mos Espa before dark. He would have

70 ==================================== TERRY BROOKS

time to sneak C-3PO back into his bedroom and deliver the pur-
chased droids and the balance of the trade goods to Watto.
Maybe that would get him back in the Toydarian's good graces.
Certainly Watto would be pleased with the converter. They were
hard to come by out here, and if it could be made to work-
which Anakin was certain it could-it would be worth more than
all the rest of the purchases combined.
They crossed the central flats and climbed the slow rise to
Xelric Draw, a shallow, widemouthed canyon that split the Mo-
spic High Range just inside the lip of the Dune Sea. The speeder
eased inside the canyon, droids strung out in a gleaming me-
chanical line behind, passing out of sunlight into shadow. The
temperature dropped a few degrees, and the silence changed
pitch in the lee of the cliffs. Anakin glanced about warily, know-
ing the dangers of the desert as well as any who were from Mos
Espa, although he was inclined to think from time to time that it
was safer out here than in the city.
". ..a four-to-one ratio ofRodians to Hutts when the settle-
ment began to take on the look and feel of a trading center, al-
though even then it was clear the Hutts were the dominant
species, and the Rodians might just as well have stayed home
rather than chance a long and somewhat purposeless flight. .."
C-3PO rambled on, changing subjects without urging, ask-
ing nothing in return for his nonstop narrative but to be allowed
to continue. Anakin wondered if he was suffering some sort of
sensory vocal deprivation from being deactivated for so long.
These protocol droids were known to be temperamental.
His gaze shifted suddenly to the right, to something that
seemed strange and out of place. At first it was just a shape
and coloring amid the desert sand and ro~k, almost lost in the
shadows. But as he stared harder, it took on fresh meaning. He

THE PHANTOM MENACE===================================71

banked the speeder sharply, bringing the line of droids around
with him.
"Master Anakin, whatever are you doing?" C-3PO protested
peevisWy. His one eye fixed on Anakin. "Mos Espa is down
the canyon draw, not through the side of the-Oh, my! Is that
what I think it is? Master, there is every reason to turn right
around-"
"I know." Anakin cut the droid short. "I just want a look."
C-3PO's arms fluttered anxiously. "I must protest, Master
Anakin. This is most unwise. If I am correct, and I must tell you
that I have calculated that degree of probability at ninety-nine
point seven, then we are headed directly toward. .."
But Anakin didn't need to be told what lay ahead, haVing al-
ready determined exactly what it was. A Tusken Raider lay crum-
pled on the ground, half-buried by a pile of rocks close against
the cliff face. The look and garb of the Sand People were unmis-
takable, even at this distance. Loose, tan-colored clothing, heavy
leather gloves and boots, bandolier and belt, cloth-wrapped head
with goggles and breath mask, and a long, dual-handled blaster
rifle lying a meter away from an outstretched arm. A fresh scar
slicing down from the cliff face bore evidence of a slide. The
Raider had probably been hiding above when the rock gave way
beneath his feet and buried him in the fall.
Anakin stopped the speeder and climbed down.
"Master Anakin, I don't think this is a good idea at all!"
C-3PO declared in a sharp tone of admonishment.
"I just want a look, that's all," the boy repeated.
He was wary and a little scared of doing this, but he had
never seen a Tusken Raider up close, although he had heard sto-
ries about them all his life. The Tuskens were a reclusive, fierce,
nomadic people who claimed the desert as their own and lived

72=========================================TERRY BROOKS

off those foolish enough to venture into their territory unpre-
pared. On foot or astride the wild balithas they had claimed from
the wastelands, they traveled where they chose, pillaging out-
lying homes and way stations, waylaying caravans, stealing goods
and equipment, and terrorizing everyone in general. They had
even gone after the Hutts on occasion. The residents of Mos
Espa, themselves a less than respectable citizenry, hated the Sand
People with a passion.
Anakin had not yet made up his mind about them. The sto-
ries were chilling, but he knew enough of life to know there were
two sides to every story and mostly only one being told. He was
intrigued by the wild, free nature of the Tuskens, of a life without
iresponsibility or boundaries, of a community in which everyone
was considered equal. 
He left the speeder and walked toward the fallen Raider.
Threepio continued to admonish him, to warn him he was mak-
ing a mistake. In truth, he wasn't all that sure the droid was
wrong. But his trepidation was overcome by his curiosity. What
could it hurt to have just the briefest of looks? His boyish nature
surfaced and took control. He would be able to tell his friends he
had seen one of the Sand People close up. He would be able to
tell them what one really looked like.
The Tusken Raider lay sprawled facedown, arms akimbo, head
turned to one side. Rocks and debris buried most of the lower
part of his body. One leg lay pinned beneath a massive boulder.
Anakin edged closer to where the blaster rifle lay, then reached
down and picked it up. It was heavy and unwieldy. A man would
have to be strong and skilled to handle one, he thought. He
noted the strange carvings on the stock-tribal markings per-
haps. He had heard the Tuskens were a tribal people.
Suddenly the fallen Raider stirred, drawing back one arm,

THE PHANTOM MENACE================================================73

bracing himself, and lifting his wrapped head. Opaque goggles
stared directly at Anakin. The boy backed away automatically.
But the Tusken just stared at him for a moment, taking in who he
was and what he was doing, then laid his head down again.
Anakin Skywalker waited, wondering what he should do. He
knew what Watto would say. He knew what almost everyone
would say. Get out of there! Now! He put the blaster rifle down
again. This was no business of his. He took a step back, then
another.
The Tusken Raider lifted his head once more and stared at
him. Anakin stared back. He could sense the pain in the other's
gaze. He could feel his desperation, trapped and helpless beneath
that boulder, stripped of his weapon and his freedom both.
Anakin's brow furrowed. Would his mother tell him to get
out of there, too? What would she say, if she were there?
"Threepio," he called back to the droid. "Bring everybody
over here."
Protesting vehemently with every step, C-3PO gathered up
the newly purchased droids and herded them to where the boy
stood staring at the fallen Tusken. Anakin put the droids to work
clearing away the smaller rocks and stones, then rigged a lever
and used the speeder's weight to tilt the rock just enough that
they could pull the pinned man free. The Tusken was awake
briefly, but then lapsed back into unconsciousness. Anakin had
the droids check for other weapons and kept the blaster rifle
safely out of reach.
While the Tusken Raider was unconscious, the droids laid
him on his back so he could be checked for injuries. The leg
pinned by the boulder was smashed, the bones broken in several
places. Anakin could see the damage through the torn cloth. But
he wasn't familiar with Tusken physiology, and he didn't know

74=======================================================TERRY BROOKS

exactly what to do to repair the damage. So he applied a quick-
seal splint from the medical kit in the speeder to freeze the leg in
place and left it alone.
He sat down then and thought about what he should do
next. The light was beginning to fail. He had spent too much
time freeing the Tusken to reach Mos Espa before nightfall. He
could make the edge of the Dune Sea by dark, but only by leav-
ing the Tusken behind, untended and alone. Anakin frowned.
Given the things that roamed the desert when it got dark, he
might as well bury the man and have done with it.
So he had the droids pull a small glow unit out of the land-
speeder. When twilight descended, he powered up the glow unit
and attached an extender fuel pack to assure it would burn all
night. He broke out an old dried food pack and munched ab-
sently as he stared at the sleeping Tusken. His mother would be
worried. Watto would be mad. But they knew him to be capable
and reliable, and they would wait until daybreak to do anything
about his absence. By then, he hoped, he would be well on his
way home.
"Do you think he'll be all right?" he asked C-3PO.
He had placed the speeder and the other droids under the
lee of a cliff face behind the glow unit, safely tucked from view,
but had kept C-3PO with him for company. Boy and droid sat
huddled close together on one side of the glow unit while the
Tusken Raider continued to sleep on the other.
"I am afraid I lack the necessary medical training and in-
formation to make that determination, Master Anakin," C-3PO
advised, cocking his head. "I certainly think you have done
everything you possibly could."
The boy nodded thoughtfully.
"Master Anakin, we really shouldn't be out here at night,"

THE PHANTOM MENACE================================================75

the droid observed after a moment. "This country is quite
dangerous. "
"But we couldn't leave him, could we?"
"Oh, well, that's a very difficult determination to make."
C-3PO pondered the matter.
"We couldn't take him with us either."
"Certainly not!"
The boy sat in silence for a time, watching the Tusken sleep.
He watched him for so long, in fact, that it came as something of
a surprise when the Tusken finally stirred awake. It happened all
at once, and it caught the boy off guard. The Tusken Raider
shifted his weight with a lurching movement, exhaled sharply,
propped himself up on one arm, looked at himself, then looked
at the boy. The boy made no move or sound. The Tusken re-
garded him intently for a long minute, then slowly eased into a
sitting position, his wounded leg stretched out in front of him.
"Uh, hello," Anakin said, trying out a smile.
The Tusken Raider made no response.
"Are you thirsty?" the boy asked.
No response.
"I don't think he likes us very much," C-3PO observed.
Anakin tried a dozen different approaches at conversation,
but the Tusken Raider ignored them all. His gaze shifted only
once, to where his blaster rifle lay propped against the rocks be-
hind the boy.
"Say something to him in Tusken," he ordered C-3PO finally.
The droid did. He spoke at length to the Tusken in his own
language, but the man refused to respond. He just kept staring at
the boy. Finally, after C-3PO had gone on for some time, the
Tusken glanced at him and barked a single word in response.
"Gracious!" the droid exclaimed.

76=======================================================TERRY BROOKS

"What did he say?" the boy asked, excited.
"Why he-he told me to shut up!"
That was pretty much the end of any attempt at conversa-
tion. The boy and the Tusken sat facing each other in silence,
their faces caught by the glow of the fire, the desert's darkness all
around. Anakin found himself wondering what he would do if
the Tusken tried to attack him. It was unlikely, but the man was
large and fierce and strong, and if he reached the boy, he could
easily overpower him. He could take back his blaster rifle and do
with the boy as he chose.
But somehow Anakin didn't sense that to be the Tusken's
intent. The Tusken made no effort to move and gave no indica-
tion he had any intention of trying to do so. He just sat there,
wrapped in his desert garb, faceless beneath his coverings, locked
away with his own thoughts.
Finally he spoke again. The boy looked quickly at C-3PO.
"He wants to know what you are going to do with him, Master
Anakin," the droid translated.
Anakin looked back at the Tusken, confused. "Tell him I'm
not going to do anything with him," he said. "I'm just trying to
help him get well."
C-3PO spoke the words in Tusken. The man listened. He
made no response. He did not say anything more.
Anakin realized suddenly that the Tusken was afraid. He
could sense it in the way the other spoke, in the way he sat wait-
ing. He was crippled and weaponless. He was at Anakin's mercy.
The boy understood the Tusken's fear, but it surprised him any-
way. It seemed out of character. The Sand People were supposed
to be fearless. Besides, he wasn't afraid of the Tusken. Maybe he
should have been, but he wasn't.
Anakin Skywalker wasn't afraid of anything.

THE PHANTOM MENACE================================================77

Was he?
Staring into the opaque lenses of the goggles that hid the
Tusken Raider's eyes, he contemplated the matter. Most times he
thought there was nothing that could frighten him. Most times
he thought he was brave enough that he would never be afraid.
But in that most secret part of himself where he hid the
things he would reveal to no one, he knew he was cheating on
the truth. He might not ever be afraid for himself, but he was
sometimes very afraid for his mother.
What if something were to happen to her? What if something
awful were to happen to her, something he could do nothing to
prevent?
He felt a shiver go down his spine.
What ifhe were to lose her?
How brave would he be then, if the person he was closest
to in the whole, endless universe was suddenly taken away
from him? It would never happen, of course. It couldn't possibly
happen.
But what if it did?
He stared at the Tusken Raider, and in the deep silence of the
night he felt his confidence tremble like a leaf caught in the wind.

He fell asleep finally, and he dreamed of strange things. The
dreams shifted and changed without warning and took on differ-
ent story lines and meanings as they did so. He was several things
in the course of his dreams. Once he was a J edi Knight, fighting
against things so dark and insubstantial he could not identify
them. Once he was a pilot of a star cruiser, taking the ship into
hyperspace, spanning whole star systems on his voyage. Once
he was a great and feared commander of an army, and he came
back to Tatooine with ships and troops at his command to free the

78=======================================================TERRY BROOKS

planet's slaves. His mother was waiting for him, smiling, arms
outstretched. But when he tried to embrace her, she vanished.
There were Sand People in his dreams, too. They appeared
near the end, a handful of them, standing before him with their
blaster rifles and long gaffi sticks lifted and held ready. They
regarded him in silence, as if wondering what they should do
with him.
He awoke then, jarred from his sleep by an unmistakable
sense of danger. He jerked upright and stared about in confusion
and fear. The glow unit had burned down to nothing. In the
faint, silvery brightening of predawn, he found himself con-
fronted by the dark, faceless shapes of the Sand People of his
dreams.
Anakin swallowed hard. Motionless figures against the hori-
zon's dim glow, the Tusken Raiders encircled him completely.
The boy thought to break and run, but realized at once how
foolish that would be. He was helpless. All he could do was wait
and set.. what they intended. 
A guttural muttering rose from their midst, and heads turned ~
to look. Through a gap in the ranks, Anakin could just make out 
a figure being lifted and carried away. It was the Raider he had;
rescued, speaking to his people. The other Raiders hesitated,
then slowly backed away.
I In seconds, they were gone.
Sunlight began to crest the dark bulk of the Mospic, and
C-3PO was speaking to him in a rush of words that tumbled over
one another, the skeletal metal arms jerking this way and that.
"Master Anakin, they've gone! Oh, we're lucky to be alive!
Thank goodness they didn't hurt you!"
Anakin climbed to his feet. There were Tusken Raider foot-
prints everywhere. He glanced about quickly. The speeder and

THE PHANTOM MENACE================================================79

the draids obtained from the J awas sat undisturbed beneath the
overhang. The Tusken blaster rifle was gone.
"Master Anakin, what should we do?" C-3PO wailed in
dismay.
Anakin looked around at the empty canyon floor, at the high
ragged walls of the cliff face, and at the brightening sky where
the stars were fading away. He listened to the deep silence and
felt impossibly alone and vulnerable.
"We should go home," he whispered, and moved swiftly to
make it happen.

-====,7=======-

Nute Gunray stood in silence at the center of the palace 
throne room in the Naboo capital city ofTheed and listened pa-
tiently as Governor Sio Bibble protested the Trade Federation
presence. Rune Haako stood at his side. Both wore their Fed-
eration robes of office and inscrutable expressions. Two dozen
battle droids held the Naboo occupants of the room at gunpoint.
The city had fallen shortly after sunrise. There had been little
resistance; the Naboo were a peaceful people. The Trade Federa-
tion invasion had come as a surprise, and the droid army was in-
side the gates of the city before any substantial defense could
be mounted. What few weapons there were had been confis-
cated and the Naboo removed to detention camps. Battle droids
were combing the city even now to put an end to any lingering
resistance.
Gunray resisted a smile. Apparently the Queen had believed
right up to the end that negotiations would prevail and the Sen-
ate would provide the people ofNaboo with protection.
"It is bad enough, Viceroy, that you dare to disrupt transmis-
THE PHANTOM MENACE================================================81

sions between the Queen and Senator Palpatine while he is at-
tempting to argue our cause before the Republic Senate, bad
enough that you pretend that this blockade is a lawful action, but
landing an entire army on our planet and occupying our cities is
too outrageous for words."
Sio Bibble was a tall, balding man with a sharply pointed
beard and an even sharper tongue. He held the floor just at the
moment, but Gunraywas getting tired of listening to him.
He glanced at the other captives. Captain Panaka, the Queen's
head of security, and four of the Queen's personal guards stood
to one side, stripped of their weapons and helpless. Panaka was
stone-faced and hard-eyed as he watched the Neimoidians. He
was a big, powerfully built man with a dark, smooth face and
quick eyes. The Neimoidian did not like the way those eyes were
fixed on him.
The Queen sat upon her throne, surrounded by her hand-
maidens. She was serene and aloof, detached from everything,
as if what was taking place had no effect on her, could not touch
her in any way. She wore black, her white-painted face in sharp
contrast to the black feathered headdress that wrapped and framed
it. A gold chain lay across her regal brow and the red beauty mark
split her lower lip. She was considered beautiful, Gunray had been
told, but he had no sense of human beauty and by Neimoidian
standards she was simply colorless and small-featured.
What interested him was her youth. She was barely out of
girlhood, certainly not a full-grown woman, and yet the people
of Naboo had chosen her as their Queen. This wasn't one of
those monarchies where blood determined right of rule and dy-
nasties prevailed. The Naboo chose the wisest among them as
their ruler by popular acclaim, and Queen Amidala governed at
the sufferance of her people. Why they would choose someone

82=======================================================TERRY BROOKS

so young and naive was a mystery to him. From his point of view
it certainly hadn't served them well in this instance.
Governor Sio Bibble's voice echoed through the cavernous
chamber, rising to the high, vaulted ceiling, bouncing off the
smooth, sunlit walls. Theed was an opulent, prosperous city and
the throne room reflected its history of success.
"Viceroy, I ask you point-blank." Sio Bibble was concluding
his oration. "How do you intend to explain this invasion to the
Senate?"
The Neimoidian's flat, reptilian countenance managed a
small flicker of humor. "The Naboo and the Trade Federation
will forge a treaty that will legitimize our occupation of  Theed. I
have been assured that such a treaty, once produced, will be
quickly ratified by the Senate."
"A treaty?" the governor exclaimed in astonishment. "In the
face of this completely unlawful action?"
Arnidala rose from her throne and stepped forward, sur-
rounded by her cloaked and hooded handmaidens. Her eyes
were sharp with anger. "I will not cooperate."
Nute Gunray exchanged a quick glance with Rune Haako.
"Now, now, Your Highness," he purred. "Don't be too hasty 
with your pronouncements. You are not going to like what we 
have in store for your people. In time, their suffering will per- 
suade you to see our point of view."
He turned away. "Enough talk." He beckoned. "Comman-
der?" Battle droid OOM-9 stepped forward, narrow metal snout
lowering slightly in response. "Process them," the viceroy ordered.
OOM-9 signaled for one of his sergeants to take over, metal-
lic voice directing that the prisoners be taken to Camp Four. The
battle droids herded the Queen, her handmaidens, Governor
Bibble, Captain Panaka, and the Naboo guards from the room.

THE PHANTOM MENACE================================================83

Nute Gunray's slit reddish orange eyes followed them out,
then shifted back to Haako and the room. He felt a deep sense of
satisfaction take hold. Everything was going exactly as it should.

The sergeant and a dozen battle droids moved the prisoners
along the polished stone halls of the Theed palace and outside to
where a series of terraced steps led downward through statuary
and buttress work to a broad plaza. The plaza was filled with
Federation tanks and battle droids and was empty of Naboo citi-
zens. The tanks were squat, shovel-nosed vehicles with their main
cannon mounted on a turret above and behind the cockpit and
smaller blasters set low and to either side. They had the look of
foraging beetles as they edged about the plaza's perimeter.
Beyond, the buildings of Theed stretched away toward the
horizon, a vast sprawl of high stone walls, gilded domes, peaked
towers, and sculpted archways. Sunlight bathed the glean1ing
edifices, their architecture in counterpoint to the lush greenness
of the planet. The rush of waterfalls and bubble of fountains
formed a soft, distant backdrop to the strange silence created by
the absence of the populace.
The prisoners were taken across the plaza past the Trade Fed-
eration machines of war. No one spoke. Even Governor Bibble
had gone silent, his gray-bearded head lowered in dark contem-
plation. They departed the plaza and turned down a broad ave-
nue that led to the outskirts of the city and the newly constructed
Trade Federation detention camps. STAPs hummed overhead,
shadows flitting off the walls of the buildings, metal shells gleam-
ing as they darted away.
The droids had just turned their prisoners down a quiet byway
when their sergeant, who was leading the procession, brought
them to an abrupt halt.

84=======================================================TERRY BROOKS

Two men stood direcdy in their way, both wearing loose
robes over belted tunics, the taller with his hair worn long, the
shorter with his cut to a thin braided pigtail. Their arms hung
loosely at their sides, but they did not have the look of men who
were unprepared.
For a moment, each group stared at the other in silence.
Then the narrow face of a Gungan peeked out from behind the
two robed figures, eyes wide and frightened.
Qui-Gon Jinn stepped forward. "Are you Queen Arnidala
of the Naboo?" he asked the young woman in the feathered
headdress.
The Queen hesitated. "Who are you?"
"Ambassadors from the supreme chancellor." The Jedi Mas-
ter inclined his head slighdy. "We seek an audience with you,
Your Highness."
The droid sergeant suddenly seemed to remember where he
was and what he was doing. He gestured to his soldiers. "Clear
them away!"
Four of the batde droids moved to obey. They were just
shifting their weapons into firing position when the Jedi acti-
vated their lightsabers and cut them apart. As the shattered
droids collapsed, the J edi moved quickly to dispatch the others.
Laser bolts were blocked, weapons were knocked aside, and the
remaining droids were reduced to scrap metal.
The sergeant turned to flee, but Qui-Gon brought up his
hand, holding the droid fast with the power of the Force. In sec-
onds, the sergeant lay in a ruined heap with his command.
Quickly, the Naboo soldiers moved to recover the fallen weap-
ons. The Jedi Knights flicked off their lightsabers and motioned
everyone out of the open street and into the shelter of an alley
between two buildings. Jar Jar Binks followed, muttering in

THE PHANTOM MENACE ===============================================85

wonder at the cold efficiency with which the Jedi had dispatched
their enemies.
Qui-Gon faced the Queen. "Your Highness, I am Qui-Gon
Jinn and my companion is Obi-Wan Kenobi. We are Jedi Knights
as well as ambassadors for the supreme chancellor."
"Your negotiations seem to have failed, Ambassador," Sio
Bibble observed with a snort.
"The negotiations never took place." Qui-Gon kept his eyes
directed toward the Queen. Her painted face showed nothing.
"Your Highness," he continued, "we must make contact with
the Republic."
"We can't," Captain Panaka volunteered, stepping forward.
"They've knocked out all our communications."
An alarm was being given from somewhere close, and there
was the sound of running. Qui-Gon glanced toward the street
where the battle droids lay. "Do you have transports?"
The Naboo captain nodded, quick to see what the Je-di in-
tended. "In the main hangar. This way."
He led the little group to the end of the alleyway, where they
crossed to other passageways and backstreets, encountering no
one. They moved quickly and silently through the growing
sound of alarms and the wicked buzz of STAPs. To their credit,
the Naboo did not resist Qui-Gon's leadership nor question his
appearance. With Panaka and his men newly armed, the Naboo
Queen and her companions had a sense of being in control of
their own destiny once more and seemed more than ready to
take a chance on their rescuers.
It did not take them long to reach their destination. A series
of connected buildings dominated one end of a broad causeway,
each one domed and cavernous, the central structures warded by
arched entrances and low, flat-walled outbuildings. Battle droids

88=======================================================TERRY BROOKS

were stationed everywhere, weapons held at the ready, but Cap-
tain Panaka was able to find an unguarded approach down a nar-
row corridor between adjoining buildings.
At a side door to the main hangar, Panaka brought the group
to a halt. After a quick glance over his shoulder for droids, he un-
locked and nudged open the hangar door. With Qui-Gon Jinn
pressed close, he peered inside. A handful of Naboo ships were
grouped at the center of the hangar, sleek gleaming transports,
their noses pointed toward a wide opening in the far wall. Battle
droids guarded each, positioned across the entire floor of the
hangar to cut off any unseen approach.
Panaka pointed to a long, low ship on the far side of the
hangar with swept-back wings and powerful Headon-5 engines.
"The Queen's personal transport," he whispered to the Jedi
Master.
Qui-Gon nodded. A J-type 327 Nubian. In the distance, the
alarms continued to sound their steady wail. "That one will do,"
he said.
Panaka scanned the hangar interior. "The battle droids.
There are too many of them."
The Jedi eased back from the door. "That won't be a prob-
lem." He faced the Queen. "Your Highness. Under the circum-
stances, I suggest you come to Coruscant with us."
The young woman shook her head, the feathers on her
headdress rustling softly. Her white-painted face was calm and
Iher gaze steady. "Thank you, Ambassador, but my place is here
with my people."
"I don't think so," Qui-Gon responded, locking eyes. "The
Trade Federation has other plans. They will kill you if you stay."
Sio Bibble pushed to the Queen's side. "They wouldn't 
dare!" 

THE PHANTOM MENACE================================================87

"They need her to sign a treaty to make this invasion of
theirs legal!" Captain Panaka pointed out. "They can't afford to
kill her!"
The Queen looked from face to face, the barest flicker of un-
certainty showing in her eyes.
"The situation here is not what it seems," Qui-Gon pressed.
"There is something else going on, Your Highness. There is no
logic to the Federation's actions. My instincts tell me they will
destroy you."
A shadow of real alarm crossed Sio Bibble's face as the Jedi
Master finished. His strong features melted slightly. "Your High-
ness," he said slowly. "Perhaps you should reconsider. Our only
hope is for the Senate to take our side in this matter. Senator Pal-
patine will need your help."
Captain Panaka was having none of it. "Getting past their
blockade is impossible, Your Highness-even if we were to get
off the planet! An escape attempt is too dangerous-"
"Your Highness, I will stay here and do what I can," Sio Bib-
ble interrupted, shaking his head at Panaka. "They will have to
retain the Council of Governors in order to maintain some sem-
blance of order. But you must leave-"
Queen Amidala brought up her hand sharply to silence the
debate. Turning from her governor and head of security and
the Jedi as well, she looked suddenly to her handmaidens, who
were pressed close about her. "Either choice presents great risk
to all of us. ..," she said softly, looking from face to face.
Qui-Gon watched the exchange, puzzled. What was the
Queen seeking?
The handmaidens glanced at one another, faces barely visible
within the confines of red and gold hooded robes. All were
silent.

88 =======================================================TERRY BROOKS

Finally, one spoke. "We are brave, Your Highness," Padrne
said firmly.
Alarms continued to sound. "If you are to leave, Your High-
ness, it must be now," Qui-Gon urged.
Queen Amidala straightened and nodded. "So be it. I will
plead our case before the Senate." She glanced at Sio Bibble. "Be
careful, Governor."
She took the governor's hand briefly, then beckoned to three
of her handmaidens. Those not chosen began to cry softly. Ami-
dala embraced them and whispered words of encouragement.
Captain Panaka selected two of the four guards to stay behind
with the handmaidens and Sio Bibble.
The Jedi Knights moved through the side door and into the
hangar, leading the way for Jar Jar and the Naboo. "Stay close,"
Qui-Gon admonished softly over his shoulder.
Captain Panaka moved next to him, dark face intense. "We
need a pilot/for the vessel." He pointed to where a group of
Naboo were being held captive in a corner of the hangar by a 
squad of battle droids. The insignia on their uniforms indicated a
mix of guards, mechanics, and pilots. "There."
"I’ll take care of it," Obi-Wan declared, and veered toward
the Naboo captives.
Qui-Gon and the rest continued on, striding boldly across
the hangar floor, moving direcdy toward the Queen's vessel, ig-
noring the battle droids who moved to intercept them. Qui-Gon
took note of the fact that the boarding ramp to the transport was
lowered. More battle droids were closing on them, curious with-
out yet being alarmed.
"Don't stop for anything," he said to the Queen, and he
reached beneath his cloak for the lightsaber.
They were barely twenty meters from the Queen's transport

THE PHANTOM MENACE================================================89

when the nearest of the battle droids challenged them. "Where
are you going?" it asked in its blank, metallic voice.
"Get out of the way," Qui-Gon ordered. "I am an ambas-
sador for the supreme chancellor, and I am taking these people to
Coruscant. "
The droid brought up his weapon quickly, blocking the Jedi
Master's passage. "You are under arrest!"
It was scrap metal within seconds, dissected by Qui-Gon's
lightsaber. More of the battle droids rushed to stop the Jedi, who
stood alone against them as his charges boarded the Nubian ves-
sel. Captain Panaka and the Naboo guards formed a protective
screen for the Queen and her handmaidens as they hurried up
the ramp. Jar Jar Binks clambered after, holding on to his head
with his long arms. Laser bolts lanced through the hangar from
all directions, and new alarms blared wildly.
On the far side of the hangar, Obi-Wan Kenobi launched
himself at the battle droids holding the Naboo pilots hostage,
cutting into them with ferocious determination. Qui-Gon watched
his progress, long hair flying out as he withstood yet another
rush from the battle droids attempting to reclaim the Queen's
transport, blocking their laser bolts as he fought to hold the
boarding ramp. Obi-Wan was running toward him now, a hand-
ful of the Naboo in tow. Explosions rose all around them, deadly
laser fire burning into metal and flesh. Several of the Naboo went
down, but the battle droids were unable to slow the J edi.
Qui-Gon called sharply to Obi-Wan as he went past, telling
him to get the ship in the air. More battle droids were appearing
at the hangar doors, weapons firing. Qui-Gon backed quickly up
the loading ramp and into the transport's dimly lit interior. The
ramp rose behind him and closed with a soft whoosh.
The Headon -5 engines were firing even before the Jedi

90=======================================================TERRY BROOKS

Master reached the main cabin and flung himself into a chair.
Laser fire hammered at the sides of the sleek craft, but it was al-
ready beginning to move forward. The pilot sat hunched for-
ward over the controls, his weathered face intense, a sheen of
sweat beading his forehead, hands steady on the controls. "Hold
on," he said.
The Nubian shot through the hangar doors, ripping past
battle droids and laser fire, lifting away from the city of Theed
into the blue, sunlit sky. The planet of Naboo was left behind in
seconds, the ship rising into the darkness of space, arcing toward
a suddenly visible cluster of Trade Federation battleships block-
ing its way.
Qui-Gon left his seat and came forward to stand beside the
pilot.
"Ric Olic," the other announced with a quick glance up at.
the Jedi. "Thanks for helping out back there."
Qui-Gon nodded. "Better save your thanks until we deal
with what's up here."
The pilot gave him a rakish grin. "Copy that. What do we do
about these big boys? Our communications are still jammed."
"We're past the point of talking. Just keep the ship on course."
Qui-Gon turned to Obi-Wan. "Make sure everyone is settled
safely in place." His eyes moved to where Jar Jar Binks was al-
ready up and poking about.
The younger Jedi moved quickly to take the Gungan in
hand, propelling him forcibly through the main cabin door and
into the anteway beyond. Ignoring Jar Jar's protests, he glanced
about for somewhere to stash the bothersome creature. Catching
sight of a low, cramped entry with the words ASTROMECH DROIDS
lettered above, he released the retaining latch and shoved the
Gungan inside.

THE PHANTOM MENACE================================================91

I "Stay here," he directed with a meaningful look. "And keep
out of trouble."

Jar Jar Binks watched the door close behind him, then
glanced around. A line of five R2 astromech droids stood against
one wall, short, dome-topped, all-purpose mechanics painted
different colors, their lights off, their engines quiet. Five identical
units, each stout body positioned between two sturdy restraint
arms, they gave no indication of being aware of him. The Gun-
gan ambled along in front of them, waiting to be noticed. Maybe
they weren't activated, he thought. Maybe they weren't even
alive.
"Heydey ho, yous," he tried, hands gesturing. "Tis a long
trip somewheres, hey?"
No response. Jar Jar tapped the closest R2 unit, a bright red
droid, on the head. The tap made a hollow sound, and the head
popped up a notch from the cylindrical body.
"Whoa!" Jar Jar said, surprised. He glanced around, wonder-
ing why the Jedi had put him down here when everyone else was
up there. Nothing much to do down here, he thought disconso-
lately. Nothing much happening.
Curious, he gripped the red droid's head and lifted gently.
"Dis opens?" he whispered. He lifted some more. Something
caught. He yanked hard. "Dis ...ooops!"
The head lifted right out of its seating. Springs and wires
popped out in a tangled mess. Jar Jar quickly jammed the red
droid's head back into place, easing his three-fingered hands
away cautiously.
"Oh, oh, oh," he murmured, glancing about to make sure
no one had seen, hugging himself worriedly.
He moved down the line of droids, still looking for something

92=======================================================TERRY BROOKS

to occupy his time. He didn't want to be in this room, but he
didn't think he should try to leave, either. The younger Jedi, the
one who had stuck him in here, didn't like him much as it was.
The Jedi would like him a whole lot less if he caught Jar Jar
sneaking out of this room.
Explosions sounded close by the transport. Cannon fire. The
ship rocked in response to a series of near misses. Jar Jar looked
about wildly, suddenly not liking where he was at all. Then the
running lights began to flicker, and the transport shook violently.
Jar Jar moaned, and crouched down in a corner. More explosions
sounded, and the craft was buffeted from side to side. 
"We doomed," the frightened Gungan muttered. "Tis bad'.
business, dis."
Abruptly the ship began to spin as if caught in a whirlpool. 
Jar Jar cried out, fastening his arms about a strut to keep from
being thrown against the walls. The lights in the compartment all
came on, and the droids were abruptly activated. One by one,
they began to whir and beep. Released from their restraints, 
they rolled out of their racks toward an airlock at one end of the 
compartment-all but the red R2, who rolled directly into a wall 
and fell over, more parts tumbling out. 
The R2 unit painted blue paused as it motored by its red .
counterpart, then charged past Jar Jar, giving out a loud screech
that caused the Gungan to jerk away in fright. 
One after another, the four R2 units entered the airlock lift 
and were sucked up toward the top of the ship. 
Left behind in the storage compartment with the droid he
had unwittingly sabotaged, Jar Jar Binks moaned in despair.

-==::====8======::-

Obi-wan Kenobi had just reentered the transport's cockpit
when explosions began to buffet the ship. He could see a huge
Trade Federation battleship looming ahead through the view-
port, cannons firing. The Queen's transport was rocked so vio-
lendy by the blasts that it was thrown from its trajectory. Ric
Olie's gloved hands were locked onto the steering grips, fighting
to bring the slender craft back into line.
"We should abort, sir!" the pilot shouted at Qui-Gon, who
was braced at his side, eyes fixed on the battleship. "Our deflec-
tor shields can't withstand much more of this! "
"Stay on course," the Jedi Master ordered calmly. He
glanced down at the controls. "Do you have a cloaking device?"
"This is not a warship!" Captain Panaka snapped, looking an-
gry and betrayed. "We have no weapons, Ambassador! We're a
nonviolent people, which is why the Trade Federation was brave
enough to attack us in the first place!"
A series of explosions jarred the Nubian, and the lights on
the control panel flickered weakly. An alarm sounded, shrill and
94======================================================TERRY BROOKS

angry. The transport shuddered, its power drive stalling momen-
tarily in a high-pitched whine.
"No weapons," Qui-Gon Jinn breathed. Obi-Wan was next
to him, feeling the weight of the other's gaze as it shifted to find
him, steady and unwavering. One hand settled on Ric Olie's
shoulder. "The Trade Federation uses pulser tracking for its
weapons. Spin the ship. It will make it difficult for them to get a
reading on us."
The pilot nodded, flipped a series of levers, and put the
Nubian into a slow spin. Ahead, the battleship filled the view-
port, then lost focus. The Queen's transport accelerated, racing
toward the enemy craft, whipping past towers and gunports, bays
and stabilizers, speeding down an alleyway of jagged metal pro-
trusions and cannon fire. A laser bolt hammered into them, caus-
ing sparks and smoke to explode from one panel, sending the
ship reeling. For a brief moment they were tumbling out of con-
trol. Then Ric Olie pulled back hard on the controls, and the hull
of the battleship receded.
"Something's wrong," the pilot announced quietly, fighting 
the steering, feeling the ship shudder beneath. "Shields are down!"
They continued to spin, to hug the cavernous shell of the
Trade Federation battleship, so close that the larger guns were
rendered useless and only the smaller could chance firing at them.
But without shields even a glancing hit could be disastrous.
"Sending out the repair crew!" Olie shouted, and flipped a
lever.
On the viewscreen, an airlock snapped open, and one by one
a series of astromech droids popped out of the hatch and onto
the transport's hull. The transport straightened and leveled out,
and the spinning stopped. The droids motored swiftly across the

THE PHANTOM MENACE================================================95

hull, seeking out the damage as Ric Olie hugged the battleship's
shadow in an effort to protect them.
But now there was a new threat. Unable to bring the weap-
ons of their warship to bear in an effective manner, the Trade
Federation command dispatched a squad of starfighters. Small,
sleek, robot attack ships, they consisted of twin compartments
attached to a rounded, swept-back head. As they roared out of
the battleship bays, their compartments opened into long slits
that exposed their laser guns. Down the length of the mother
ship they tore, seeking out the Queen's transport. Fast and ma-
neuverable, they had no trouble working close to the battleship's
hull. In seconds, they were on top of the transport, weapons fir-
ing. Ric Olie struggled to find cover and gain speed. Two of the
R2 units were blown away, one on a direct hit, the second when
its hold on the transport hull was shattered.
On the viewscreen, the blue R2 unit could be seen working
furiously to connect a series of wires exposed by a damaged hull
plate. Laser fire lanced all around it, but it continued its effort
without stopping. The fourth droid, working close by, disap-
peared in a cloud of shattered metal and brilliant fire.
Now only the blue unit remained, still busy amid the on-
slaught of Trade Federation starfighters. Something changed on
the cockpit display, and Ric Olie gave a shout of approval. "The
shields are up! That little droid did it!" He jammed the thrusters
all the way forward, and the transport rocketed away from both
the battleship and the starfighters, leaving the Trade Federation
blockade and the planet ofNaboo behind.
The lone R2 unit turned and motored back into the airlock
and disappeared from view.
When they were well away from any Trade Federation

96====================================================== TERRY BROOKS

presence, Ric Olie made a thorough check of the controls, assess-
ing their damage, trying to determine what was needed. Obi-
Wan sat next to him in the copilot's seat, lending help. Qui-Gon
and Captain Panaka stood behind them, awaiting their report.
The Queen and the rest of the Naboo had been secured in other
chambers.
Ric Olie shook his head doubtfully. "We can't go far. The
hyperdrive is leaking."
Qui-Gon Jinn nodded. "We'll have to land somewhere to
make repairs to the ship. What's out there?"
Ric Olie punched in a star chart, and they hunched over the
monitor, studying it.
"Here, Master," Obi-Wan said, his sharp eyes picking out the
only choice that made any sense. "Tatooine. It's small, poor, and
out of the way. It attracts little attention. The Trade Federation
has no presence there." .
"How can you be sure?" Captain Panaka asked quickly.
Qui-Gon glanced at him. "It's controlled by the Hutts."
Panaka started in alarm. "The Hutts?"
"It's risky," Obi-Wan agreed, "but there's no reasonable
alternative. "
Captain Panaka was not convinced. "You can't take Her
Royal Highness there! The Hutts are gangsters and slavers! If
they discovered who she was-"
"It would be no different than if we landed on a planet in a
system controlled by the Trade Federation," Qui-Gon interrupted,
"except the Hutts aren't looking for the Queen, which gives us
an advantage."
The Queen's head of security started to say something more, ,
then thought better of it. He took a deep breath instead, frustra-
tion etched on his smooth, dark face, and turned away.

THE PHANTOM MENACE================================================97

Qui-Gon Jinn tapped Ric Olic on the shoulder. "Set course
for Tatooine."

In a remote conference room on the Trade Federation's flag-
ship, Nute Gunray and Rune Haako sat side by side at a long table,
staring nervously at a hologram of Darth Sidious positioned at
the table's head. The hologram shimmered with the movements
of the Sith Lord's dark cloak, a patchwork of small nuances that
the Neimoidians found themselves unable to read.
The Sith Lord had not been summoned. The Neimoidians
would have been happy if he had chosen not to communicate
with them at all this day. But in keeping with the way he always
seemed to sense when things were not going right, he had ap-
peared on his own. Demanding a report on the progress of the
invasion, he had settled back to listen to Nute Gunray's narrative
and had said nothing since.
"We control all the cities in the northern and western part
of the Naboo territory," the viceroy was relating, "and we are
searching for any other settlements where resistance-"
"Yes, yes," Darth Sidious interrupted suddenly, his soft voice
vaguely impatient. "You've done well. Now, then. Destroy all
their high-ranking officials. Do so quietly, but be thorough." He
paused. "What of Queen Amidala? Has she signed the treaty?"
Nute Gunray took a deep breath and let it out slowly. "She
has disappeared, my lord. There was an escape-"
"An escape?" The Sith Lord spoke the words in a low hiss.
"One Naboo cruiser got past the blockade-"
"How did she escape, Viceroy?"
Nute Gunray looked at Rune Haako for help, but his counter-
part was paralyzed with fear. "The Jedi, my lord. They found
their way to her, overpowered her guards. .."

98=======================================================TERRY BROOKS

Darth Sidious stirred within his robes like a big cat, shadows
glimmering within the confines of his concealing hood. "Viceroy,
find her! I want that treaty signed!"
"My lord, we have been unable to locate the ship she escaped
on," the Neimoidian admitted, wishing he could sink into the
floor right then and there.
"Viceroy! "
"Once it got by us, we tried to give pursuit, but it managed
to elude us! Now it's out of our range-"
A wave of one robed arm cut him short. "Not for a Sith, it
isn't," the other whispered.
Something shimmered in the background of the hologram,
and a figure emerged from the darkness behind Darth Sidious.
Nute Gunray froze. It was a second Sith Lord. But whereas
Darth Sidious was a vague and shadowy presence, this new Sith
was truly terrifying to look upon. His face was a mask of jagged
red and black patterns, the design etched into his skin, and his
skull was hairless and studded with a crown of short, hooked
horns. Gleaming yellow eyes fixed on the Neimoidians, breaking
past their defenses, stripping them bare and dismissing them as
insignificant and foolish.
"Viceroy," Darth Sidious spoke softly in the sudden silence,
"this is my apprentice, Lord Maul. He will find your lost ship."
Nute Gunray inclined his head slightly in acknowledgment,
averting his eyes from the frightening presence. "Yes, my lord."
The hologram shimmered and disappeared, leaving the con-
ference room empty of sound. The Neimoidians sat without
moving, without even looking at each other, reptilian eyes fixed,
on the space the hologram had occupied.
"This is getting out of hand," Nute Gunray ventured finally,
his voice high and tight, thinking that their plans for sabotaging
THE PHANTOM MENACE================================================99

the trade-routes tax did not contemplate risking their lives in the
process.
Rune Haako managed a quick nod. "We should not have
made this bargain. What will happen when the Jedi become
aware that we are doing business with these Sith Lords?"
Nute Gunray, his hands clasped tightly before him, did not
care to venture an answer.

Aboard the Queen's transport, the Jedi stood with Captain
Panaka and the remaining R2 unit as the captain gave his report
to the Queen on the events surrounding their escape through
the Trade Federation blockade. Amidala sat surrounded by her
three handmaidens, white face framed by the black headdress,
dark eyes steady, listening as the captain concluded.
"We are lucky to have this one in our service, Your High-
ness." Panaka glanced down at the blue-domed astromech droid.
"It is an extremely well put together little droid. Without a doubt,
it saved the ship back there, not to mention our lives."
Amidala nodded, eyes shifting to the droid. "It is to be com-
mended. What is its number?"
The little blue droid, lights blinking on and off as it processed
the conversation, gave a series of small beeps and tweets. Captain
Panaka reached down and scraped a large smudge off the droid's
metal shell, then straightened.
"Artoo-Detoo, Your Highness."
Queen Amidala leaned forward, and a slender white hand
came out to touch the droid's domed casing. "Thank you,
Artoo-Detoo. You have proven both loyal and brave." She
glanced over her shoulder. "Padme."
One of her handmaidens came forward. Qui-Gon Jinn, lis-
tening to the exchange with half an ear as he considered the

100======================================================TERRY BROOKS

problems that lay ahead on Tatooine, noticed it was the young
woman who had supported the Queen's decision to escape
from Naboo. He frowned. Except, it hadn't been exactly like
that...
"See to the cleaning up of this little droid." The Queen
was speaking to the girl. "Artoo-Detoo deserves our gratitude."
She turned back to Panaka. "Please continue with your report,
Captain."
Panaka glanced uncomfortably at the Jedi Knights. "Your
Highness, we are heading for a remote planet called Tatooine."
He paused, unwilling to speak further on the matter.
"It is a system far beyond the reach of the Trade Federation."
Qui-Gon stepped into the gap smoothly. "Once there, we will be
able to make needed repairs to the ship, then to travel on to Cor-
uscant and complete our journey."
"Your Highness," Captain Panaka said quickly, regaining his
thoughts on the matter. "Tatooine is very dangerous. It's con-
trolled by the Hutts. The Hutts are gangsters and slavers. I do
not agree with the Jedi on their decision to land there."
The Queen looked at Qui-Gon. The Jedi did not waver.
"You must trust my judgment, Your Highness."
"Must I?" Arnidala asked quietly. She shifted her gaze to her
handmaidens, ending with Padme. The girl had not moved from
the Queen's side, but seemed to remember suddenly she had
been given a task to complete. She nodded briefly to the Queen,
and moved to take R2- D2 in hand.
Arnidala looked back at Qui-Gon Jinn. "We are in your
hands," she advised, and the matter was settled.

Jar Jar Binks had been left in the droid storage hold until
after the lone R2 unit returned through the airlock and the

THE PHANTOM MENACE===============================================101

Naboo came to retrieve it. They didn't seem to have any orders
regarding the Gungan, so they simply left him to his own de-
vices. At first Jar Jar was reluctant to venture out, still thinking of
the younger Jedi's admonishment to stay put and out of trouble.
He'd managed one out of two, and he wasn't sure he wanted to
tempt fate.
But in the end his curiosity and restlessness got the better of
him. The transport had stopped spinning, the Trade Federation
attack had ceased, and the warning alarms had been silenced.
Everything was peaceful, and the Gungan saw no reason why he
should have to stay shut away in this tiny room for one more
minute.
So he cracked the door, stuck his billed face out for a look
around, eyestalks swiveling guardedly, saw no one, and made his
decision. He left the storage room and wandered along the ship's
corridors-choosing a path that took him away from the cockpit,
where the Jedi were likely to be found. He waited for someone
to tell him to go back to where he had come from, but no one
did, so he began to poke into things, careful what he touched,
but unable to help himself sufficiently to forgo all investigation.
He was following a narrow corridor that led up from the
lower levels of the transport to the main cabin when he poked his
head through an airlock to find one of the Queen's handmaidens
hard at work with an old cloth cleaning the R2 astromech droid.
"Heydey ho!" he called out.
The handmaiden and the R2 unit both started, the girl with a
small cry and the droid with a loud beep. Jar Jar jumped in turn,
then slowly eased himself through the opening, embarrassed that
he had frightened them so badly.
"Me sorry," he apologized. "Me not mean to scare yous.
Okeday?"

102========================================================TERRY BROOK

The girl smiled. "That's all right. Come over here.”
Jar Jar came forward a few steps, studying the condition of
the droid. "Me find oilcan back dere. Yous need it?"
The girl nodded. "It would help. This little guy is quite
a mess."
Jar Jar scrambled back through the opening, groped about a
bit, found the oilcan he had remembered, and brought it to the
girl. "This helps?"
"Thank you," she said, accepting the can. She flipped up the
cap and poured some of the oil onto the cloth, then began rub-
bing the R2 unit's dome.
"Me Jar Jar Binks," Jar Jar said after a few moments, taking
a chance on trying to continue the conversation. He liked this
Naboo girl.
"I'm Padme," the girl answered. "I attend Her Highness,
Queen Arnidala. This is Artoo-Detoo." She rubbed a black
smudge from the droid's strut. "You're a Gungan, aren't you?"
Jar Jar nodded, long ears flapping against his neck. "How did
you end up here with us?"
Jar Jar thought about it a minute. "Me not know exactly. Da
day start okeday wit da sunnup. Me munchen clams. Den, boom!
Maccaneks every which way, dey flyen, dey scooten ...Me get
very scared. Den Jedi runnen, and me grab Quiggon, den mac-
caneks rollen over, den go down under da lake to Otoh Gunga ta
da Boss Nass ..."
He stopped, not knowing where else to go. Padme was nod-
ding encouragingly. R2- D2 beeped. "Tis 'bout it. Before me
know what, pow! Me here!"
He sat back on his haunches and shrugged. "Get very, very
scared."

THE PHANTOM MENACE===============================================103

He looked from the girl to the droid. Padrne smiled some
more. R2-D2 beeped again. Jar Jar felt pretty good.

In the cockpit, Ric Olie was directing the transport toward a
large yellowish planet that was steadily filling up the viewport as
they approached its surface. The Jedi and Captain Panaka stood
behind him, peering over his shoulder at the ground maps he
had punched up on the monitors.
"Tatooine," Obi-Wan Kenobi confirmed, speaking to no one
in particular.
Ric Olie pointed to one of the maps on the scopes. "There's
a settlement that should have what we need. ..a spaceport, it
looks like. Mos Espa." He glanced up at the Jedi.
"Land near the city's outskirts," Qui-Gon Jinn ordered. "We
don't want to attract attention."
The pilot nodded and began to guide the transport in. It
took only moments to direct it down through the planet's atmo-
sphere to a patch of desert just in sight of the city. The Nubian
landed in a swirl of dust, settling comfortably in place atop
its landing struts. In the distance, Mos Espa glimmered faintly
through the shimmer of the midday heat.
Qui-Gon sent his protege to uncouple the hyperdrive and
Captain Panaka to advise the Queen of their landing. He was settled
on going into the spaceport alone as he left the cockpit to find
other clothing and carne upon Jar Jar Binks, the Queen's hand-
maiden Padrne, and the little R2 unit.
He slowed, considering the possibility that going into the
city alone would make him more noticeable. "Jar Jar," he said fi-
nally. "Get ready. You're going with me. The droid as well."
He continued on without looking back. The Gungan stared

104 ======================================================TERRY BROOKS

after him in disbelief, then in horror. By the time he regained his
wits, the Jedi was out of view. Wailing in dismay, he chased after
him and came upon Obi-Wan in the main cabin hoisting the
hyperdrive out of the bowels of the ship.
"Obi-One, sire!" he gasped, throwing himselft'O his knees in
front of the younger Jedi. "Pleeese, me no go wit Quiggon!"
Obi-Wan was inclined to agree, but knew better than to say
so. "Sorry, but Qui-Gon is right. This is a multinational space-
port, a trading center. You'll make him appear less obvious by
going along." His brow furrowed as he turned back to the
hyperdrive. "I hope," he muttered to himself.
Jar Jar climbed to his feet and trudged disconsolately toward
R2- D2, his mouth set in a grimace of forbearance. The astro-
mech droid beeped in sympathy, then made a series of encourag-
ing clicks.
Qui-Gon reappeared, dressed now as a farmer in tunic,
leggings, and a poncho. He walked past them to where Obi-Wan
was studying the hyperdrive. "What have you found?"
Obi-Wan's young face clouded. "The generator is shot. We'll
need a new one."
"I thought as much." The Jedi Master knelt next to his
protege. "Well, we can't risk a communication with Coruscant
this far out on the edge of the galaxy. It might be intercepted and
our position revealed. We'll have to get by on our own." He low-
ered his voice to a near whisper. "Don't let anyone send a trans-
mission while I'm gone. Be wary, Obi-Wan. I sense a disturbance
in the Force."
Obi-Wan's eyes lifted to find his. "I feel it also, Master. I will
be careful."
Qui-Gon rose, gathered up Jar Jar and the R2 unit, and

THE PHANTOM MENACE ===============================================105

headed down the loading ramp to the planet's floor. An empty
carpet of sand stretched away in all directions, broken only by
massive rock formations and the distant skyline ofMos Espa. The
suns that gave the planet life beat down with such ferocity that it
seemed as if they were determined to steal that life back again.
Heat rose off the sand in a shimmering wave, and the air was so
dry it sucked the moisture from their throat and nose passages.
Jar Jar glanced skyward, eyestalks craning, billed amphibious
face wrinkling in dismay. "Dis sun gonna do murder ta da skin of
ills Gungan," he muttered.
At a signal from Qui-Gon, they began to walk-or, in the
case of the R2 unit, to roll. A strange caravan of animals and rid-
ers, carts and sleds appeared against the distant skyline like a
shadowy mirage, all misshapen and threatening to evaporate in
the blink of an eye. Jar Jar muttered some more, but no one was
paying attention.
They had not gotten far when a shout brought them around.
Two figures were running toward them from the transport. As
they neared, Qui-Gon was able to make out Captain Panaka and
a girl dressed in rough peasant's garb. He stopped and waited
until they caught up, a frown creasing his leonine features.
Panaka was sweating. "Her Highness commands you to take
her handmaiden with you. She wishes for Padme to give her own
report of what you might-"
"No more commands from Her Highness today, Captain,"
Qui-Gon interrupted quickly, shaking his head in refusal. "Mos
Espa is not going to be a pleasant place for-"
"The Queen wishes it," Panaka interrupted him right back,
his face angry and set. "She is emphatic. She wishes to know
more about this planet."

106======================================================TERRY BROOKS

The girl took a step forward. Her dark eyes found Qui-
Gon's. "I've been trained in self-defense. I speak a number of
languages. I am not afraid. I can take care of myself."
Captain Panaka sighed, looking over his shoulder toward the
ship. "Don't make me go back and tell her you refuse."
Qui-Gon hesitated, prepared to do exactly that. Then he
looked at Padme again, saw strength in her eyes, and changed his
mind. She might be useful. Traveling with a girl, they might sug-
gest a family in transit and present a less aggressive look.
He nodded. "I don't have time to argue the matter, Captain.
I still think this is a bad idea, but she may come." He gave Padme
a look of warning. "Stay close to me."
He started away again, the others trailing. Captain Panaka
stood watching with undisguised relief as the strange little pro-
cession of Jedi Master, handmaiden, Gungan, and astromech
droid moved off into the sweltering landscape toward Mos Espa.

9

It was not yet midafternoon by the time the members of the
little company under Qui-Gon Jinn's command reached Mos Espa
and made their way toward the spaceport's center. Mos Espa was
large and sprawling and had the look of a gnarled serpent hun-
kered down in the sand to escape the heat. The buildings were
domed and thick-walled and curved to protect against the sun,
and the stalls and shops were fronted by awnings and verandas
that provided a measure of shade to their vendors. Streets were
broad and packed with beings of every shape and size, most from
off planet. Some rode the desert-seasoned eo pies. Domesticated
banthas, massive and horned, and lumbering dew backs hauled
carts, sleds, and wagons that ran on wheels and mechanical tracks
by turn, a mishmash of commerce trafficking between Tatooine's
smaller ports and the planets of star systems beyond.
Qui -Gon kept a close watch for trouble. There were Rodians
and Dugs and others whose purpose was always suspect. Most of
those they passed paid them no notice. One or two turned to
glance at Jar Jar, but dismissed the Gungan almost out of hand

108======================================================TERRY BROOKS

once they got a good look at him. As a group, they blended in
nicely. There were so many combinations of creatures of every
species that the appearance of one more meant almost nothing.
"Tatooine is home to Jabba the Hutt, who controls the
bulk of the trafficking in illegal goods, piracy, and slavery that
generates most of the planet's wealth," Qui-Gon was explain-
ing to Padme. He had been on Tatooine before, though it had
been some years ago. "Jabba controls the spaceports and settle-
ments, all of the populated areas. The desert belongs to the
Jawas, who scavenge whatever they can find to sell or trade, and
to the Tuskens, who live a nomadic life and feel free to steal from
everyone."
The Jedi kept his voice low and conversational. The girl
walked silently at his elbow, her sharp eyes taking in everything.
Speeders nosed by them, and droids of every size toiled in the
service of desert-garbed aliens.
"There are a number of farms as well, outlying operations
that take advantage of the climate-moisture farms for the most
part, operated by off-worlders not a part of the indigenous tribes
and scavengers, not connected directly to the Hutts." His eyes.
swept the street ahead. "This is a rough and dangerous place.
Most avoid it. Its few spaceports have become havens for those
who do not wish to be found."
Padme glanced up at him. "Like us," she said.
A pair of domesticated banthas rumbled down the broad ave-
nue, hairy bulks clearing a path for a sled train of quarry blocks
and metal struts, horned heads nodding sleepily, padded feet stir-
ring sand and dust in thick clouds with each lumbering step.
Their driver dozed atop the foremost sled in the train, small and
insignificant in their shadow.

THE PHANTOM MENACE===============================================109

Jar Jar Binks stayed as close as he could manage to the Jedi
and the girl, his eyes darting left and right, head swiveling as if it
might twist right off his shoulders. Nothing he saw was familiar
or welcome. Hard looks followed after him. Sharp eyes measured
him for things he would just as soon not think about. Stares were
at best challenging and at worst unfriendly. He did not like this
place. He wished he were almost anywhere else.
"Tis very bad, dis." He swallowed against a dryness in his
throat that was caused by more than the heat. "Nutten good
'bout ills place!" He took a careless step and found himself ankle
deep in a foul-smelling ooze. "Oh, oh. Tis icky!"
R2- D2 rolled cheerfully along at his side, beeping and chirp-
ing in a futile effort at reassuring the Gungan that all was well.
They traveled the main street of the spaceport to its far end
and turned down a side street that led to a small plaza ringed
with salvage dealers and junk shops. Qui-Gon glanced at the
mounds of engine parts, control panels, and communication
chips recovered from starships and speeders.
"We'll try one of these smaller dealers first," he advised, nod-
ding toward one in which a vast pile of old transports and parts
was heaped within an attached compound.
They walked through the shop's low entry and were greeted
by a pudgy blue creature who flew into their faces like a crazed
probe, tiny wings buzzing so fast they could barely be seen. «Hi
chubba da nago?» it snapped in a frizzy, guttural voice, demand-
ing to know their business.
A Toydarian, Qui-Gon thought. He knew enough to recog-
nize one, but not much else. "1 need parts for a J-type 327
Nubian," he advised the other.
The Toydarian fairly beamed with delight, his reticular snout

110=======================================================TERRY BROOKS

curling over his toothy mouth and making odd smacking noises.
"Ah, yes! Nubian! We have lots of that." The sharp, bulbous eyes
flicked from one face to the other, ending with the Gungan.
"What's this?"
Jar Jar shrank behind Qui-Gon fearfully. "Never mind that."
The Jedi brushed the Toydarian's question aside. "Call. you help
us or not?"
"Can you pay me or not-that's the question!" The skinny
blue arms crossed defiandy over the rounded torso as the Toy-
darian regarded them with disdain. "What kinda junk you after,
farmer?"
"My droid has a readout of what I need," Qui-Gon advised
the otber with a glance down at the R2 unit.
Still hanging midair in front of Qui-Gon's nose, the Toydar-
ian glanced over one shoulder. «Peedunkel! Naba dee unko!»
A small, disheveled boy raced in from the salvage yard, coming
to an uncertain stop in front of them. His clothes were ragged
and thick with grime, and he had the look of someone about to
be given a beating. He flinched as the Toydarian wheeled back
and lifted a hand in admonishment.
"What took you so long?"
«Mel tass cho-pas kee,» the boy responded quickly, blue eyes
taking in the newcomers with a quick glance. "I was cleaning out
the bin like you-"
«Chut-chut!» The Toydarian threw up his hands angrily.
"Never mind the bin! Watch the store! I've got some selling
to do!"
He flitted back around to face his customers. "So, let me take
you out back. You'll soon find what you need."
He darted toward the salvage yard, beckoning Qui-Gon ea-

THE PHANTOM MENACE===============================================111

gerly. The Jedi followed, with R2- D2 trundling after. Jar Jar moved
to a shelf and picked up an odd -looking bit of metal, intrigued by
its shape, wondering what it was.
"Don't touch anything," Qui-Gon called over his shoulder,
his tone of voice sharp.
Jar Jar put the item down and made a face at Qui-Gon's de-
parting back, sticking out his long tongue in defiance. When the
 Jedi was out of sight, he picked up the part again.

Anakin Skywalker could not take his eyes off the girl. He no-
ticed her the moment he entered Watto's shop, even before
Watto said anything, and he hadn't been able to stop looking at
her since. He barely heard what Watto said to him about watch-
ing the shop. He barely noticed the strange-looking creature that
had come in with her and was poking around in the shelves and
bins. Even after she noticed he was staring at her, he could not
help himself.
He moved now to an open space on the counter, hoisted
himself up, and sat watching her while pretending to clean a
transmitter cell. She was looking back at him now, embarrass-
ment turning to curiosity. She was small and slender with long,
braided brown hair, brown eyes, and a face he found so beauti-
fu1 that he had nothing to which he could compare it. She
was dressed in rough peasant's clothing, but she seemed very
self-possessed.
She gave him an amused smile, and he felt himself melting
in confusion and wonder. He took a deep breath. "Are you an
angel?" he asked quietly.
The girl stared. "What?"
"An angel." Anakin straightened a bit. "They live on the

112======================================================TERRY BROOKS

moons of 1ego, I think. They are the most beautiful creatures in
the universe. They are good and kind, and so pretty they make
even the most hardened space pirates cry like small children."
She gave him a confused look. "I've never heard of angels,"
she said.
"You must be one of them," Anakin insisted. "Maybe you
just don't know it."
"You're a funny little boy." The amused smile returned.
"How do you know so much?"
Anakin smiled back and shrugged. "I listen to all the traders
and pilots who come through here." He glanced toward the sal-
vage yard. "I'm a pilot, you know. Someday, I'm going to fly
away from this place."
The girl wandered to one end of the counter, looked away,
then back again. "Have you been here long?"
"Since I was very little-three, I think. My mom and I were
sold to Gardulla the Hutt, but she lost us to Watto, betting on
the pod races. Watto's a lot better master, I think."
She stared at him in shock. "You're a slave?"
The way she said it made Anakin feel ashamed and angry. He
glared at her defiantly. "I am a person!"
"I'm sorry," she said quickly, looking upset and embarrassed.
"I don't fully understand, I guess. This is a strange world to me."
He studied her intently for a moment, thinking of other
things, wanting to tell her of them. "You are a strange girl to
me," he said instead. He swung his legs out from the counter.
"My name is Anakin Skywalker."
She brushed at her hair. "Padme Naberrie."
The strange creature she had come in with wandered back to
the front of the shop and bent over a stout little droid body with
a bulbous nose. Reaching up curiously, it pushed at the nose with

THE PHANTOM MENACE===============================================113

one finger. Instantly armatures popped out from every direction,
metal limbs swinging into place. The droid's motors whizzed
and whirred, and it jerked to life and began moving forward.
Padme's odd companion went after it with a moan of dismay,
grabbing on in an effort to slow it down, but the droid contin-
ued marching through the shop, knocking over everything it
came in contact with.
"Hit the nose!" Anakin called out, unable to keep himself
from laughing.
The creature did as it was told, pounding the droid's nose
wildly. The droid stopped at once, the arms and legs retracted,
the motors shut down, and the droid went still. Both Anakin and
Padme were laughing now, and their laughter increased as they
saw the look on the unfortunate creature's long-billed face.
Anakin looked at Padme and the girl at him. Their laughter
died away. The girl reached up to touch her hair self-consciously,
but she did not divert her gaze.
"I'm going to marry you," the boy said suddenly.
There was a moment of silence, and she began laughing
again, a sweet musical sound he didn't mind at all. The creature
who accompanied her rolled his eyes.
"I mean it," he insisted.
"You are an odd one," she said, her laughter dying away.
"Why do you say that?"
He hesitated. "I guess because it's what I believe. .."
Her smile was dazzling. "Well, I'm afraid I can't marry
you. .." She paused, searching her memory for his name.
"Anakin," he said.
"Anakin." She cocked her head. "You're just a little boy."	
His gaze was intense as he faced her. "I won't always be," he
said quietly.

114======================================================TERRY BROOKS

*      *       *
In the salvage yard, Watto was studying the ~creen of a
portable memory bank he held in one hand, tracing through his
inventory record. Qui-Gon, arms folded into his farmer's pon-
cho, stood waiting patiently, the R2 unit at his side.
"Ah, here it is. A T-14 hyperdrive generator!" The Toydar-
ian's wings beat wildly as he hovered before the Jedi, his gnarled
finger jabbing at the viewscreen. "You're in luck. I'm the only
one hereabouts who has one. But you might as well buy a new
ship. It would be cheaper. Speaking of which, how're you going
to pay for all this, farmer?"
Qui-Gon considered. "I have twenty thousand Republic
dataries to put toward-"
"Republic credits?" Watto exploded in disgust. "Republic
credits are no good out here! I need something better than that,
something of value ..."
The Jedi Master shook his head. "I don't have anything
else." One hand came up, passing casually in front of the Toydar-
ian's face. "But credits will do fine."
"No, they won't!" Watto snapped, buzzing angrily.
Qui-Gon frowned, then passed his hand in front of the
pudgy blue alien again, bringing the full force of his Jedi sugges-
tive power to bear. "Credits will do fine," he repeated.
Watto sneered. "No, they won't!" he repeated. "What do
you think you're doing, waving your hand around like that? You
think you're some kinda Jedi? Hah! I'm a Toydarian! Mind tricks
don't work on me-only money! No money, no parts, no deal!
And no one else has a T-14 hyperdrive generator, I can promise
you that!"
Chagrined, Qui-Gon wheeled back for the shop, the R2 unit

THE PHANTOM MENACE===============================================115

following at his heels. The Toydarian shouted after them to come
back when they had something worthwhile to trade, still scold-
ing the Jedi Master for trYing to foist Republic credits on him.
Qui-Gon reentered the shop just as Jar Jar pulled a part from a
large stack and sent the entire arrangement tumbling to the floor.
His efforts at correcting the problem brought a second display
crashing down as well.
The boy and the Queen's handmaiden were deep in discus-
sion, paying no attention to the Gungan.
"We're leaving," Qui-Gon announced to the girl, moving
toward the shop's entry, the R2 unit trundling along behind.
Jar Jar was quick to follow, anxious to escape his latest mess.
Padme gave the boy a warm smile. "I'm glad I met you, Anakin,"
she said, turning after them.
"I'm glad I met you, too," he called after, a reluctance evi-
dent in his voice.
Watto flew in from the salvage yard, shaking his head in
disgust. "Oudanders! They think because we live so far from
everything, we know nothing!"
Anakin was still staring longingly after Padme, his gaze fixed
on the empty doorway. "They seemed nice enough to me."
Watto snorted and flew into his face. "Clean up this mess,
then you can go home!"
Anakin brightened, gave a small cheer, and went quickly
to work.

Qui-Gon led his companions back through the lime plaza of
salvage shops toward the main avenue. At a place where two
buildings divided to form a shadowed niche, the Jedi Master
moved everyone from view and brought out his comlink from

116======================================================TERRY BROOKS

beneath his poncho. Padme and the R2 unit stood waiting pa-
tiendy, but Jar Jar prowled the space as if trapped, eyes fixed ner- .
vously on the busy street.
When Obi-Wan responded to the comlink's pulse, Qui-Gon
quickly filled him in on the situation. "Are you sure there isn't
anything of value left on board?" he concluded.
There was a pause at the other end. "A few containers of
supplies, the Queen's wardrobe, some jewelry maybe. Not
enough for you to barter with. Not in the amounts you're talk-
ing about."
"All right," Qui-Gon responded with a frown. "Another
solution will present itself. I'll check back."
He tucked the comlink beneath his poncho and signaled to
the others. He was moving toward the street again when Jar Jar
grabbed his arm. 
"Noah gain, sire," the Gungan pleaded. "Da beings here-
abouts crazy nuts. We goen be robbed and crunched!"
"Not likely," Qui-Gon replied with a sigh, freeing himself.
"We have nothing of value. That's our problem."
They started back down the street, Qui-Gon trying to think
what to do next. Padme and R2- D2 stayed close as they made
their way through the crowds, but Jar Jar began to lag behind,
listracted by all the strange sights and smells. They were passing
an outdoor cafe, its tables occupied by a rough-looking bunch of
aliens, among them a Dug who was holding forth on the merits
of  Podracing. Jar Jar hurried to catch up to his companions, but
then caught sight of a string of frogs hanging from a wire in front
of a nearby stall. The Gungan slowed, his mouth watering. He
had not eaten in some time. He glanced around to see if anyone
was looking, then unfurled his long tongue and snapped up one

THE PHANTOM MENACE===============================================117

of the frogs. The frog disappeared into Jar Jar's mouth in the
blink of an eye. .
Unfortunately, the frog was still securely tied to the wire.
Jar Jar stood there, the wire hanging out of his mouth, unable
to move.
The vendor in charge of the stall rushed out. "Hey, that will
be seven truguts!"
Jar Jar glanced frantically down the street for his compan-
ions, but they were already out of sight. In desperation, he let go
of the frog. The frog popped out of his mouth as if catapulted,
winging away at the end of the taut wire. It ricocheted this way
and that, breaking free at last to land directly in the Dug's soup,
splashing gooey liquid all over him.
The gangly Dug leapt to his feet in fury, catching sight of the
hapless Jar Jar as he tried to move away from the frog vendor.
Springing across the table on all fours, he was on top of the Gun-
gan in an instant, grabbing him by the throat.
"Chubba! You!" the Dug snarled through its corded snout.
Feelers and mandibles writhed. "Is this yours?"
The Dug shoved the frog in the Gungan's face threateningly.
Jar Jar could not get any words out, gasping for breath, fighting
to break free. His eyes rolled wildly as he looked for help that wasn't
there. Other creatures pushed forward to surround him, Rodians
among them. The Dug threw Jar Jar to the ground, shouting at
him, hovering over him in a crouch. Desperately, the Gungan
tried to scramble to safety.
"No, no," he moaned plaintively as he sought an avenue of
escape. "Why me always da one?"
"Because you're afraid," a voice answered calmly.
Anakin Skywalker pushed his way through the crowd, coming

118======================================================TERRY BROOKS

up to stand next to the Dug. The boy seemed unafraid of the
creature, undeterred by the hard-eyed crowd, his bearing self-
assured. He gave the Dug an appraising look. "Chess ko, Sebulba,"
he said. "Careful. This one's very well connected."
Sebulba turned to face the boy, cruel face twisting with
disdain as he caught sight of the newcomer. “Tooney rana
dunko, shag?" he snapped, demanding to know what the boy
meant.
Anakin shrugged. "Connected-as in Hutt." The blue eyes
fixed the Dug and saw a hint of fear in the other's face. "Big-time
connected, this one, Sebulba. I'd hate to see you diced before we
had a chance to race again."
The Dug spit in fury. "Neek me chawa! Next time we
race, wermo, it will be the end of you!" He gestured violently.
"Uto notu wo shag! If you weren't a slave, I'd squash you here
and now!"
With a final glare at the cringing Jar Jar, Sebulba wheeled
away, taking his companions with him, back to their tables and
their food and drink. Anakin stared after the Dug. "Yeah, it'd be
a pity if you had to pay for me," he said softly.
He was helping Jar Jar back to his feet when Qui-Gon,
Padme, and R2-D2, having finally missed the Gungan, reap-
peared hurriedly through the crowd.
"Hi!" he greeted cheerfully, happy to see Padme again so
soon. "Your buddy here was about to be turned into orange goo.
He picked a fight with a Dug. An especially dangerous Dug."
"Nossir, nossir!" the chagrined Gungan insisted, brushing off
dust and sand. "Me hate crunchen. Tis da last thing me want!"
Qui-Gon gave Jar Jar a careful once-over, glanced around at
the crowd, and took the Gungan by the arm. "Nevertheless, the
boy saved you from a beating. You have a penchant for finding

THE PHANTOM MENACE===============================================119

trouble, Jar Jar." He gave Anakin a short nod. "Thank you, my
young friend."
Padme gave Anakin a warm smile as well, and the boy felt
himself blush with pride.
"Me doen nutten!" Jar Jar insisted, still trying to defend
himself, hands gesturing for emphasis.
"You were afraid," the boy told him, looking up at the long-
billed face solemnly. "Fear attracts the fearful. Sebulba was trying
to overcome his fear by squashing you." He cocked his head at
the Gungan. "You can help yourself by being less afraid."
"And that works for you?" Padme asked skeptically, giving
him a wry look.
Anakin smiled and shrugged. "Well. ..up to a point."
Anxious to spend as much time as possible with the girl, he
persuaded the group to follow him a short distance down the
street to a fruit stand, a ramshackle affair formed by a makeshift
ragged awning stretched over a framework of bent poles. Boxes
of brightly colored fruit were arranged on a rack tilted toward
the street for viewing. A weathered old lady, gray-haired and
stooped, her simple clothing patched and worn, rose from a stool
to greet them on their approach.
"How are you feeling today, Jira?" Anakin asked her, giving
her a quick hug.
The old lady smiled. "The heat's never been kind to me, you
know, Annie."
"Guess what?" the boy replied quickly, beaming. "I've found
that cooling unit I've been searching for. It's pretty beat up,
but I'll have it fixed up for you in no time, I promise. That
should help."
Jira reached out to brush his pink cheek with her wrinkled
hand, her smile broadening. "You're a fine boy, Annie."

120======================================================TERRY BROOKS

Anakin shrugged off the compliment and began scanning the
fruit display. "I'll take four pallies, Jira." He glanced at Padme
eagerly. "You'll like these."
He reached into his pocket for the truguts he had been sav-
ing, but when he brought them out to pay Jira, he dropped one.
The farmer, standing next to him, bent to retrieve it. As he did,
his poncho opened just far enough that the boy caught sight of
the lightsaber hanging from the belt about his waist.
The boy's eyes went wide, but he masked his surprise by
focusing on the coins. He only had three, he found. "Whoops, I
thought I had more," he said quickly, not looking up. "Make
that three pallies, Jira. I'm not that hungry anyway."
The old woman gave Qui-Gon, Padme, and Jar Jar their
pallies and took the coins from Anakin. A gust of wind whipped
down the street, rattling the framework of poles and causing
the awning to billow. A second gust sent dust swirling in all
directions.
Jira rubbed her arms with her gnarled hands. "Gracious, my
bones are aching. There's a storm coming, Annie. You'd better
get home quick."
The wind gusted in a series of sharp blasts that sent sand and
loose debris flying. Anakin glanced at the sky, then at Qui-Gon.
"Do you have shelter?" he asked.
The Jedi Master nodded. "We'll head back to our ship.
Thank you again, my young friend, for-"
"Is your ship far?" the boy interrupted hurriedly. All around
them, shopkeepers and vendors were closing and shuttering win-
dows and doors, carrying goods and wares inside, wrapping cov-
erings over displays and boxes.
"It's on the city's outskirts," Padme answered, turning away
from the stinging gusts of sand.

THE PHANTOM MENACE==============================================121

Anakin took her hand quickly, tugging on it. "You'll never
reach the outskirts in time. Sandstorms are very, very dangerous.
Come with me. You can wait it out at my home. It's not far. My
mom won't mind. Hurry!"
With the wind howling all about them and the air clouded
with sand, Anakin Skywalker shouted good-bye to Jira and led
his newly adopted charges down the street in a rush.

On the outskirts of Mos Espa, Obi-Wan Kenobi stood near
the nose of the Nubian as the wind gathered force, whipping
at his robe, tearing across the broad expanse of the Tatooine
desert. His troubled eyes looked off into the distance where Mos
Espa was beginning to disappear behind a curtain of sand. He
turned as Captain Panaka came down the ramp of the transport
to join him.
"This storm's going to slow them down," the Jedi observed
worriedly.
Panaka nodded. "It looks pretty bad. We'd better seal up the
ship before it gets any worse."
There was a beep from the soldier's comlink. Panaka retrieved
the communicator from his belt. "Yes?"
Ric Olie's voice rose from the speaker. "We're receiving a
message from home."
Panaka and Obi-Wan exchanged glances. "We'll be right
there," the captain advised.
They went up the ramp quickly, sealing it behind them. The
transmission had been received in the Queen's chambers. At
Ric Olie's direction, they found Arnidala and her handmaidens
Eirtae and Rabe viewing a hologram ofSio Bibble that was shim-
mering weakly at one end of the room, the governor's voice
breaking up in transmission.

122======================================================TERRY BROOKS

". ..cut off all our food supplies until you return. ..death
toll rising, catastrophic. ..must bow to their wishes, Your High-
ness ..." Sio Bibble's image and voice faded and returned,
garbled still. "Please, I beg of you, tell us what to do! If you can
hear me, Your Highness, you must contact me. .."
The transmission flickered and disappeared. The governor's
voice faded into silence. Queen Amidala sat staring at the empty
space it left behind, her smooth face troubled. Her hands worked
quietly in her lap, betraying a nervousness she could not quite
manage to hide.
Her gaze shifted to Obi-Wan. The Jedi shook his head
quickly. "It is a trick. Send no reply, Your Highness. Send no
transmission of any kind."
The Queen stared at him uncertainly for a moment, then
nodded in acquiescence. Obi-Wan left her chambers without fur-
ther comment, hoping fervently he had made the right decision.

--===~10=====-

The sandstorm raged through the streets of Mos Espa in a
blinding, choking whirlwind that tore at clothes and exposed
skin with relentless force. Anakin held Padme's hand so as not to
lose her, the farmer, the amphibious creature, and the R2 unit
trailing behind, fighting to reach his home in the city's slave
quarters while there was still time. Other residents and visitors
struggled past, engaged in a similar pursuit, heads lowered, faces
covered, bodies bent over as if weighted by age. Somewhere in
the distance, an eopie bawled in fright. The light turned an odd
yellowish gray, obscured by sand and grit, and the buildings of
the city disappeared in a deep, impenetrable haze.
Even as he fought his way through the storm, Anakin's
thoughts were directed elsewhere. He was thinking of Padme, of
having the chance to take her home to meet his mother, of being
able to show her his projects, of holding her hand some more. It
sent a flush through him that was both warm and kind of scary. It
made him feel good about himself. He was thinking of the
farmer, too-if that's what he was, which Anakin was pretty sure
124======================================================TERRY BROOKS

he wasn't. He carried a lightsaber, and only Jedi carried light-
sabers. It was almost too much to hope for, that a real Jedi might
be going to his home, to visit him. But Anakin's instincts told
him he was not mistaken, and that something mysterious and
exciting had brought this little group to him.
He was thinking, finally, of his dreams and his hopes for him-
self and his mother, thinking that maybe something wonderful
would come out of this unexpected encounter, something that
would change his life forever.
They reached the slave quarters, a jumbled collection ofhov-
els stacked one on top of the other so that they ,resembled
anthills, each complex linked by common walls and switchback'
stairways, the plaza fronting them almost empty as the sand-
storm chased everyone under cover. Anakin led his charges
through the gritty gloom to his front door and pushed his way
inside.
"Mom! Mom! I'm home!" he called excitedly.
Adobe walls, whitewashed and scrubbed, glimmered softly in
a mix of storm-clouded sunlight admitted through small, arched
windows and a diffuse electric glow from ceiling fixtures. They
stood in the main room, a smallish space dominated by a table
and chairs. A kitchen occupied one wall and a work space an-
other. Openings led to smaller nooks and sleeping rooms.
Outside, the wind howled past the doors and windows, shav-
ing a fresh layer of skin from the exterior of the walls.
Jar Jar Binks looked around with a mix of curiosity and relief.
"Tis cozy," he murmured.
Anakin's mother entered from a work area off to one side,
brushing her hands on her dress. She was a woman offorty, her
long brown hair tied back from her worn face, her clothing
rough and simple. She had been pretty once, and Anakin would

THE PHANTOM MENACE===============================================125

say she was pretty still, but time and the demands of her life were
catching up with her. Her smile was warm and youthful as she
greeted her son, but it faded quickly as she caught sight of the
people behind him.
"Oh, my!" she exclaimed softly, glancing uncertainly from
face to face. "Annie, what's this?"
Anakin beamed. "These are my friends, Mom." He smiled at
Padme. "This is Padme Naberrie. And this is-" He stopped.
"Gee, I guess I don't know any of your names," he admitted.
Qui-Gon stepped forward. "I'm Qui-Gon Jinn, and this is
Jar Jar Binks." He indicated the Gungan, who made a sort of
fluttering gesture with his hands.
The R2 unit made a small beep.
"And our droid, Artoo- Detoo," Padme finished.
"I'm building a droid," Anakin announced quickly, anxious
to show Padme his project. "You wanna see?"
"Anakin!" His mother's voice stopped him in his tracks. Re-
solve tightened her features. "Anakin, why are they here?"
He looked at her, confused. "There's a sandstorm, Mom.
Listen."
She glanced at the door, then out the windows. The wind
howled past, a river of sand and grit.
"Your son was kind enough to offer us shelter," Qui-Gon ex-
plained. "We met at the shc;>p where he works."
"Come on!" Anakin insisted, grabbing Padme's hand once
more. "Let me show you my droid."
He led Padme toward his bedroom, already beginning a
detailed explanation of what he was doing. The girl followed
without arguing, listening attentively. R2- D2 went with them,
beeping in response to the boy's words.
Jar Jar stayed where he was, still looking around, appearing

126======================================================TERRY BROOKS

to want someone to tell him what to do. Qui-Gon stood fac-
ing the boy's mother in awkward silence. Grains of sand beat
against the thick glass of the windows with a rapid pocking
sound.
"I'm Shmi Skywalker," she said, holding out her hand.
"Anakin and I are pleased to have you as our guests."
Qui-Gon had already appraised the situation and determined
what was needed. He reached under his poncho and pulled five
small capsules from a pouch in his belt. "I know this is unex-
pected. Take these. There's enough food for a meal."
She accepted the capsules. "Thank you." Her eyes lifted and
lowered again. "Thank you very much. I'm sorry if I was abrupt.
I'll never get used to Anakin's surprises, I guess."
"He's a very special boy," Qui-Gon offered.
Shmi's eyes lifted again, and the look she gave him suggested
they shared an important secret.
"Yes," she said softly, "I know."

In his bedroom, Anakin was showing Padme C-3PO. The
droid lay on his workbench, deactivated at the moment because
the boy was in the process of fabricating its metal skin. He had
completed the internal wiring, but its torso, arms, and legs were
still bare of any covering. One eye was out of its head as well, Jy-
ing nearby where he had left it after tightening down the visual
refractor the night before.
Padme bent over his shoulder, studying the droid carefully.
"Isn't he great?" Anakin asked eagerly, anxious for her reac-
tion. "He's not finished yet, but he will be soon."
"He's wonderful," the girl answered, genuinely impressed.
The boy flushed with pride. "You really like him? He's a pro-
tocol droid. ..to help Mom. Watch!"

THE PHANTOM MENACE===============================================127

He activated C-3PO with a flip of its power switch, and the
droid sat up at once. Anakin rushed around hurriedly, searching,
then snatched up the missing eye from his workbench and
snapped it into its proper socket.
C-3PO looked at them. "How do you do? I am a protocol
droid trained in and adept at cyborg relatives. ..customs and
humans.. .”
"Ooops," Anakin said quickly. "He's a little confused."
He snatched up a long-handled tool with an electronic desig-
nator and fitted it carefully to a port in C-3PO's head, then
ratcheted the handle several turns, studying the setting as he did
so. When he had it where he wanted, he pushed a button on the
handle. C-3PO jerked several times in response. When Anakin
removed the designator, the droid stood up from the workbench
and faced Padme.
"How do you do? I am See- Threepio, human-cyborg rela-
tions. How may I serve you?"
Anakin shrugged. "I just named him the other day, but I for-
got to enter the code in his memory banks so he could tell you
himself. "
Padme grinned at Anakin, delighted. "He's perfect!"
R2-D2 sidled up to them and emitted a sharp flurry of beeps
and whistles.
C-3PO glanced down curiously. "I beg your pardon. ..
what do you mean, I'm naked?"
R2- D2 beeped some more.
"Goodness! How embarrassing!" C-3PO glanced quickly
over his skeletal limbs. "My parts are showing? My goodness!"
Anakin pursed his lips. "Sort of But don't worry, I'll fix
that soon enough." He eased the droid back toward the work-
bench, glancing over his shoulder at Padme. "When the storm is

128======================================================TERRY BROOKS

over, you can see my racer. I'm building a Podracer. But Watto
doesn't know about it. It's a secret."
Padme smiled. "That's okay. I'm very good at keeping
secrets. "

The storm continued throughout the remainder of the day,
engulfing Mos Espa, sand blown in from the desert piling up
against the shuttered buildings, forming ramps against doorways
and walls, clouding the air, and shutting out the light. Shmi Sky-
walker used the food capsules Qui-Gon had given her to prepare
dinner for them. As she worked on their meal and while Padme
was occupied with Anakin in the other room, Qui-Gon moved
off alone into one corner and surreptitiously contacted Obi-Wan
on the comlink. The connection was less than perfect, but they
were able to communicate sufficiendy for the Jedi Master to
learn of the transmission from Naboo.
"You made the right choice, Obi-Wan," he assured his young
protege, keeping his voice low.
"The Queen is very upset," the other advised, his response
crackling through the storm.
Qui-Gon glanced over to where Shmi was standing at the
cook surface, her back turned. "That transmission was bait to
establish a trace. I'm certain of it."
"But what if Governor Bibble is telling the truth and the
Naboo are dying?"
Qui-Gon sighed. "Either way, we're running out of time,"
he advised quiedy, and ended the transmission.
They sat down to eat Shmi's dinner a short while after, the
storm still howling without, an eerie backdrop of sound against
the silence within. Qui-Gon and Padme occupied the ends of the

THE PHANTOM MENACE===============================================129

table, while Anakin, Jar Jar, and Shmi sat at its sides. Anakin, in
the way of small boys, began talking about life as a slave, in no
way embarrassed to be doing so, thinking of it only as a fact of his
life and anxious to share himself with his new friends. Shmi,
more protective of her son's station, was making an effort to help
their guests appreciate the severity of their situation."
All slaves have transmitters placed inside their bodies," 
Shrni was explaining.
"I've been working on a scanner to try to locate them, but so
far no luck," Anakin said solemnly.
Shmi smiled. "Any attempt at escape. .."
". ..and they blow you up!" the boy finished. "Poofl"
Jar Jar had been slurping contentedly at his soup, listening
with half an ear as he devoured the very tasty broth. He overdid
it on hearing this, however, making such a loud noise that he
stopped conversation altogether. All eyes turned on him momen-
tarily. He lowered his head in embarrassment and pretended not
to see. 
Padme looked back at Shmi. "I can't believe slavery is
still permitted in the galaxy. The Republic's antislavery laws
should-"
"The Republic doesn't exist out here," Shmi interrupted
quickly, her voice hard. "We must survive on our own."
There was an awkward silence as Padme looked away, not
knowing what else to say.
"Have you ever seen a Podrace?" Anakin asked, trying to
ease her discomfort.
Padme shook her head no. She glanced at Shmi, noting the
sudden concern on the woman's lined face. Jar Jar launched his
tongue at a morsel of food nestled deep in a serving bowl at the

130======================================================TERRY BROOKS

far end of the table, deftly plucking it out, drawing it in, swallow-
ing it, and smacking his lips in satisfaction. A disapproving look
from Qui-Gon quickly silenced him.
"They have Podracing on Malastare," the Jedi Master ob-
served. "Very fast, very dangerous."
Anakin grinned. "I'm the only human who can do it!" A
sharp glance from his mother wiped the grin from his face.
"Mom, what? I'm not bragging. It's true! Watto says he's never
heard of a human doing it."
Qui-Gon studied him carefully. "You must have Jedi reflexes
if you race Pods."
Anakin smiled broadly at the compliment. Jar Jar's tongue
snaked toward the serving bowl in an effort to snare another
morsel, but this time Qui-Gon was waiting~ hand moved
swiftly, and in a heartbeat he had secured the Gungan's tongue
between his thumb and forefinger. Jar Jar froze, his mouth open,
his tongue held fast, his eyes wide.
"Don't do that again," Qui-Gon advised, an edge to his soft
voice.
Jar Jar tried to say something, but it came out an unintelli-
gible mumble. Qui-Gon released the Gungan's tongue, and
it snapped back into place. Jar Jar massaged his billed mouth
ruefully.
Anakin's young face lifted to the older man's, and his voice
was hesitant. "I ...I was wondering something."
Qui-Gon nodded for him to continue.
The boy cleared his throat, screwing up his courage. "You're
a Jedi Knight, aren't you?"
There was a long moment of silence as the man and the boy
stared at each other. "What makes you think that?" Qui-Gon
asked finally.

THE PHANTOM MENACE===============================================131

Anakin swallowed. "I saw your lightsaber. Only Jedi Knights
carry that kind of weapon."
Qui-Gon continued to stare at him, then leaned back slowly
in his chair and smiled. "Perhaps I killed a Jedi and stole it
from him."
Anakin shook his head quickly. "I don't think so. No one can
kill a Jedi."
Qui-Gon's smile faded and there was a hint of sadness in his
dark eyes. "I wish that were so ..."
"I had a dream I was a Jedi," the boy said quickly, anxious
to talk about it now. ~ came back here and freed all the slaves.
I dreamed it just the other night, when I was out in the des-
ert." He paused, his young face expectant. "Have you come to
free us?"
Qui-Gon Jinn shook his head. "No, I'm afraid not. .." He
trailed off, hesitating.
"I think you have," the boy insisted, defiance in his eyes.
"Why else would you be here?"
Shmi was about to say something, to chastise her son for his
impudence perhaps, but Qui-Gon spoke first, leaning forward
conspiratorially. "I can see there's no fooling you, Anakin. But
you mustn't let anyone know about us. We're on our way to
Coruscant, the central system in the Republic, on a very impor-
tant mission. It must be kept secret."
Anakin's eyes widened. "Coruscant? Wow! How did you end
up out here in the Outer Rim?"
"Our ship was damaged," Padme answered him. "We're
stranded here until we can repair it."
"I can help!" the boy announced quickly, anxious to be of
service to them. "I can fix anything!"
Qui-Gon smiled at his enthusiasm. "I believe you can, but

132=======================================================TERRY BROOKS

our first task, as you know from our visit to Watto's shop, is to ac-
quire the parts we need."
"Wit nutten ta trade," Jar Jar pointed out sourly.
Padme was looking at Qui-Gon speculatively. "These junk
dealers must have a weakness of some kind."
"Gambling," Shrni said at on~ She rose and began clearing
the table of dishes. "Everything in ""Mos Espa revolves around
betting on those awful Podraces."
Qui-Gon rose, walked to the window, and stared out
through the thick, diffuse glass at the clouds of windblown sand.
"Podracing," he mused. "Greed can be a powerful ally, if it's
used properly."
Anakin leapt to his feet. "I've built a racer!" he declared tri-
umphantly. His boy's face shone with pride. "It's the fastest ever!
There's a big race day after tomorrow, on Boonta Eve. You could
enter my Pod! It's all but finished-"
"Anakin, settle down!" his mother said sharply, cutting him
short. Her eyes were bright with concern. "Watto won't let
you race!"
"Watto doesn't have to know the racer is mine!" the boy
replied quickly, his mind working through the problem. He
turned back to Qui-Gon. "You could make him think it was
yours! You could get him to let me pilot it for you!"
The Jedi Master had caught the look in Shrni's eyes. He met
her gaze, silently acknowledged her consternation, and waited
patiently for her response.
"I don't want you to race, Annie," his mother said quietly.
She shook he! head to emphasize her words, weariness and con-
cern reflected in her eyes. "It's awful. I die every time Watto
makes you do it. Every time."
Anakin bit his lip. "But, Mom, I love it!" He gestured at

THE PHANTOM MENACE==========================================133

	Qui-Gon. "And they need my help. They're in trouble. The
prize money would more than pay for the parts they need."
Jar Jar Binks nodded in support. "We in kinda bad goo."
Qui-Gon walked over to Anakin and looked down at him.
"Your mQilier!s right. Let's drop the matter." He held the boy's
gaze for a moment, then turned back to his mother. "Do you
know of anyone friendly to the Republic who might be able to
help us?"
Shrni stood silent and unmoving as she thought the matter
through. She shook her head no.
"We have to help them, Mom," Anakin insisted, knowing he
was right about this, that he was meant to help the J edi and his
companions. "Remember what you said? You said the biggest
problem in the universe is that no one helps anyone."
Shrni sighed. "Anakin, don't-"
"But you said it, Mom." The boy refused to back down, his
eyes locked on hers.
Shrni Skywalker made no response this time, her brow fur-
rowed, her body still.
"I'm sure Qui-Gon doesn't want to put your son in danger,"
Padme said suddenly, uncomfortable with the confrontation they
had brought about between mother and son, trying to ease the
tension. "We will find another way. .."
Shmi looked over at the girl and shook her head slowly. "No,
Annie's right. There is no other way. I may not like it, but he can
help you." She paused. "Maybe he was meant to help you."
She said it as if corning to a conclusion that had eluded her
until now, as if discovering a truth that, while painful, was obvious.
Anakin's face lit up. "Is that a yes?" He clapped his hands in
glee. "That is a yes!"
*      *      *

134======================================================TERRY BROOKS

	Night blanketed the vast cityscape of Coruscant, cloaking the
endless horizon of gleaming spires in deep velvet layers. Lights
blazed from windows, bright pinpricks against the black. As far as
the eye could see, as far as a being could travel)the city's build-
ings jutted from the planet's surface in needles of steel alloy and
reflective glass. Long ago, the city had consumed the planet with
its bulk, and now there was only the city, the center of the galaxy,
the heartbeat of the Republic's rule.
A rule that some were intending to end once and for all. A
rule that some despised.
Darth Sidious stood high on a balcony overlooking Corus-
cant, his concealing black robes making him appear as if he
were a creature produced by the night. He stood facing the city,
his eyes directed at its lights, at the faint movement of its air traf-
fic, disinterested in his apprentice, Darth Maul, who waited to
one side.
His thoughts were of the Sith and of the history of their
order.
The Sith had come into being almost two thousand years
ago. They were a cult given over to the dark side of the Force,
embracing fully the concept that power denied was power
wasted. A rogue J edi Knight had founded the Sith, a singular dis-
sident in an order of harmonious followers, a rebel who under-
stood from the beginning that the real power of the Force lay not
in the light, but in the dark. Failing to gain approval for his be-
liefs from the Council, he had broken with the order, departing
with his knowledge and his skills, swearing in secret that he could
bring down those who nad dismissed him.
He was alone at first, but others from the Jedi order who be-
lieved as he did and who had followed him in his study of the 
dark side soon came over. Others were recruited, and soon the 

PHANTOM MENACE=================================================135

ranks of the Sith swelled to ~ than fifty in number. Disdain-
ing the concepts of cooperation and consensus, relying on the
belief that acquisition of power in any form lends strength and
yields control, the Sith began to build their cult in opposition to
the Jedi. Theirs was not an order created to serve; theirs was an
order created to dominate.
Their war with the Jedi was vengeful and furious and ulti-
mately doomed. The rogue J edi who had founded the Sith order
was its nominal leader, but his ambition excluded any sharing of
power. His disciples began to conspire against him and each
other almost from the beginning, so that the war they instigated
was as much with each other as with the Jedi.
In the end, the Sith destroyed themselves. They destroyed
their leader first, then each other. What few survived the initial
bloodbath were quickly dispatched by watchful Jedi. In a matter
of only weeks, all of them died.
All but one.
Darth Maul shifted impatiently. The younger Sith had not
yet learned his Master's patience; that would come with time
and training. It was patience that had saved the Sith order in the
end. It was patience that would give them their victory now over
the Jedi.
The Sith who had survived when all of his fellows had died
had understood that. He had adopted patience as a virtue when
the others had forsaken it. He had adopted cunning, stealth, and
subterfuge as the foundation of his way-old Jedi virtues the
others had disdained. He stood aside while the Sith tore at each
other like kriks and were destroyed. When the carnage was com-
plete, he went into hiding, biding his time, waiting for his
chance.
When it was believed all of the Sith were destroyed, he

136=================================================TERRY BROOKS

emerged from his concealment')\r"first he worked alone, but he
was growing old and he was the last of his kind. Eventually, he
went out in search of an apprentice. Finding one, he trained him
to be a Master in his turn, then to find his own apprentice, and so
to carry on their work. But there would only be two at anyone
time. There would be no repetition of the mistakes of the old
order, no struggle between Siths warring for power within the
cult. Their common enemy was the Jedi, not each other. It was
for their war with the J edi they must save themselves.
The Sith who reinvented the order called himselfDarth Bane.
A thousand years had passed since the Sith were believed de-
stroyed, and the time they had waited for had come at last.
"Tatooine is sparsely populated." His student's rough voice
broke into his thoughts, and Darth Sidious lifted his eyes to the
hologram. "The Rutts rule. The Republic has no presence. If the
trace was correct, Master, I will find them quickly and without
hindrance."
The yellow eyes glimmered with excitement and anticipation
in the strange mosaic of Darth Maul's face as he waited impa-
tiendy for a response. Darth Sidious was pleased.
"Move against the Jedi first," he advised softly. "You will
then have no difficulty taking the Queen back to Naboo, where
she will sign the treaty."
Darth Maul exhaled sharply. Satisfaction permeated his
voice. "At last we will reveal ourselves to the Jedi. At last we will
have our revenge."
"You have been well trained, my young apprentice," Darth
Sidious soothed. "The Jedi will be no match for you. It is too late
for them to stop us now. Everything is going as planned. The Re-
public will soon be in my control."
In the silence that followed, the Sith Lord could feel a dark

THE PHANTOM MENACE==========================================137

heat rise inside his ~ and consume him with a furious
pleasure.

In the home of Anakin Skywalker, Qui-Gon Jinn stood
silently at the doorway of the boy's bedroom and watched him
sleep. His mother and Padme occupied the other bedroom, and
Jar Jar Binks was curled up on the kitchen floor in a fetal posi-
tion, snoring loudly.
But Qui-Gon could not sleep. It was this boy-this boy!
There was something about him. The J edi Master watched the
soft rise and fall of his chest as he lay locked in slumber, unaware
of Qui-Gon's presence. The boy was special, he had told Shmi
Skywalker, and she had agreed. She knew it, too. She sensed it as
he did. Anakin Skywalker was different.
Qui-Gon lifted his gaze to a darkened window. The storm
had subsided, the wind abated. It was quiet without, the night
soft and welcoming in its peace. The Jedi Master thought for a
moment on his own life. He knew what they said about him at
Council. He was willful, even reckless in his choices. He was
strong, but he dissipated his strength on causes that did not
merit his attention. But rules were not created solely to govern
behavior. Rules were created to provide a road map to under-
standing the Force. Was it so wrong for him to bend those rules
when his conscience whispered to him that he must?
The Jedi folded his arms over his broad chest. The Force was
a complex and difficult concept. The Force was rooted in the bal-
ance of all things, and every movement within its flow risked an
upsetting of that balance. A Jedi sought to keep the balance in
place, to move in concert to its pace and will. But the Force existed
on more than one plane, and achieving mastery of its multiple
passages was a lifetime's work. Or more. He knew his own

138================================================= TERRY BROOKS

weakness. He was too close to the life Force when he should have
been more attentive to the unifying Force. He found himself
reaching out to the creatures of the present, to those living in the
here and now. He had less regard for the past or the future, to
the creatures that had or would occupy those times and spaces.
It was the life Force that bound him, that gave him heart and
mind and spirit.
So it was he empathized with Anakin Skywalker in ways that
other Jedi would discourage, finding in this boy a promise he
could not ignore. Obi-Wan would see the boy and Jar Jar in the
same light-useless burdens, pointless projects, unnecessary dis-
tractions. Obi-Wan was grounded in the need to focus on the
larger picture, on the unifying Force. He lacked Qui-Gon's intu-
itive nature. He lacked his teacher's compa,ssion for and interest
in all living things. He did not see the same things Qui-Gon saw.
Qui-Gon sighed. This was not a criticism, only an observa-
tion. Who was to say that either of them was the better for how
they interpreted the demands of the Force? But it placed them at
odds sometimes, and more often than not it was Obi-Wan's posi-
tion the Council supported, not Qui-Gon's. It would be that
way again, he knew. Many times.
But this would not deter him from doing what he believed he
must. He would know the truth about Anakin Skywalker. He
would discover his place in the Force, both living and unifying.
He would learn who this boy was meant to be.
Minutes later, he was stretched out on the floor, asleep.

11

The new day dawned bright and cl~ar, Tatooine's twin suns
blazing down out of a clear blue sky. The sandstorm had moved
on to other regions, sweeping the landscape clean of everything
but the mountains and rocky outcroppings of the desert and the
buildings of Mos Espa. Anakin was up and dressed before his
guests stirred awake, eager to get to the shop and advise Watto of
his plan for the upcoming Podrace. Qui-Gon warned him not to
be too eager in making his suggestion to the Toydarian, but to
stay calm and let Qui-Gon handle the bargaining. But Anakin
was so excited he barely heard what the other was saying. The
Jedi Master knew it would be up to him to employ whatever mix
of cunning and diplomacy was required to achieve their ends.
Greed was the operative word in dealing with Watto, of
course, the key that would open any door the Toydarian kept
locked.
They walked from the slave quarters through the city to
Watto's shop, Anakin leading the way, Qui-Gon and Padme close
at his heels, Jar Jar and R2-D2 bringing up the rear. The city was

140=================================================TERRY BROOKS

awake and bustling early, the shopkeepers and merchants shovel-
ing and sweeping away drifts of sand, reassembling stalls and
awnings, and righting carts and damaged fences. Eopies and ron-
tos performed the heavy labor where sleds and droids lacked suf- 
ficient muscle. Wagons were already hauling fresh supplies and 
merchandise from warehouses and storage bins, and the receiv-
ing bays of the spaceport were back to welcoming ships from off 
planet.
Qui-Gon let Anakin go on ahead to the shop as they drew
near, in order to give the boy a chance to approach Watto on the
subject of the Podraces first. With the others in tow, the Jedi
Master moved to a food stall across the way, persuaded a vendor
to part with a handful of gooey dweezels, and bided his time.
When the dweezels were consumed, he moved his group across
the plaza to the front of Watto's shop. Jar Jar, already unsettled
anew by all the activity, took up a position on a crate near the
shop entry, his back to the wall, his eyes darting this way and that 
in anticipation of something awful befalling him. R2- D2 moved 
over beside him, beeping softly, trying to reassure him that 
everything was okay. 
Qui-Gon told Padme to keep a wary eye on the Gungan. He 
didn't want Jar Jar getting into any more trouble. He was start- 
ing into the shop when the girl put a hand on his arm. 
"Are you sure about this?" she asked, doubt mirrored clearly
in her brown eyes. "Trusting our fate to a boy we hardly know?"
She wrinkled her smooth brow. "The Queen would not approve."
Qui-Gon met her gaze squarely. "The Queen does not need
to know."
Her eyes blazed defiantly. "Well, I don't approve." 
He gave her a questioning look, then turned.awaywordlessly.

THE PHANTOM MENACE===============================================141

Inside the salvage shop, he found Watto and Anakin engaged
in a heated discussion, the Toydarian hovering centimeters from
the boy's face, blue wings a blur of motion, snout curled inward
as he gestured sharply and purposely with both hands.
«Patta go bolla!» he shouted in Huttese, chubby body jerking
with the force of his words.
The boy blinked, but held his ground. «No batta!»
«Peedunkel!» Watto flitted backward and forward, up and
down, everything moving at once.
«Banyo, banyo!» Anakin shouted.
Qui-Gon moved out of the shadowed entry and into the
light where they could see him clearly. Watto turned away from
Anakin at once, toothy mouth working, and flew into Qui-Gon's
face in a frenzy of ill-concealed excitement.
"The boy tells me you want to sponsor him in the race to-
morrow!" The words exploded out of him. "You can't afford
parts! How can you afford to enter him in !ge race? Not on Re-
public credits, I think!"
He broke into raucous laughter, but Qui-Gon did not miss
the hint of curiosity that gleamed in his slitted eyes.
"My ship will be the entry fee," the Jedi advised bluntly.
He reached beneath his poncho and brought out a tiny holo-
projector. Clicking on the power source, he projected a hologram
of the Queen's transport into the air in front ofWatto. The Toy-
darian flitted closer, studying the projection carefully.
"Not bad. Not bad." The wrinkled blue proboscis bobbed.
"A Nubian."
"It's in good order, except for the parts we need." Qui-Gon
gave him another moment, then flicked off the holoprojector
and tucked it back beneath his poncho.

142======================================================TERRY BROOKS

"But what would the boy ride?" Watto demanded irritably.
"He smashed up my Pod in the last race. It will take too long to
fix it for the Boonta."
Qui-Gon glanced at Anakin, who was clearly embarrassed.
"Aw, it wasn't my fault, really. Sebulba flashed me with his port
vents. I actually saved the Podracer ...mostly."
Watto laughed harshly. "That he did! The boy is good, no
doubts there!" He shook his head. "But still. .."
"I have acquired a Pod in a game of chance," Qui-Gon inter-
rupted smoothly, drawing the other's attention back to him.
"The fastest ever built."
He did not look at Anakin, but he imagined the expression
on the boy's face.
"I hope you didn't kill anyone I know for it!" Watto
snapped. He burst into a new round of laughter before bringing
himself under control again. "So, you supply the Podracer and the
entry fee; I supply the boy. We split the winnings fifty-fifty; I think."
"Fifty-fifty?" Qui-Gon brushed the suggestion aside. "If it's
going to be fifty-fifty, I suggest you front the cost of the entry. If
we win, you keep all the winnings, minus the cost of the parts I
need. Ifwe lose, you keep my ship."
Watto was clearly caught by surprise. He thought the matter
through, hand rubbing at his snout, wings beating the air with a
buzzing sound. The offer was too good, and he was suspicious.
Out of the corner of his eye, Qui-Gon saw Anakin glance over at
him nervously.
"Either way, you win," Qui-Gon pointed out softly.
Watto pounded his fist into his open palm. "Deal!" He turned
to the boy, chuckling. "Your friend makes a foolish bargain, boy!
Better teach him what you know about how to deal for goods!"
He was still laughing as Qui-Gon left the shop.

THE PHANTOM MENACE==========================================143

			* * *
	The Jedi Master collected Padme, Jar Jar, and R2-D2, and
left word for Anakin to join them as soon as Watto would
free him up to work on the Podracer. Since Watto was more
interested in the upcoming race than in managing the shop, he
dismissed the boy at once with instructions to make certain
the racer he would be driving was a worthy contender and not
some piece of space junk that would cause everyone to laugh
at the Toydarian for his foolish decision to enter it in the first
place.
As a result, Anakin was home almost before Qui-Gon and the
others, eagerly leading them to where his project was concealed
in the slave quarter bone yards. The Podracer was shaped like a
narrow half cylinder with a rudder-skid attached to its flat bottom,
a cockpit carved into its curved-top, and steering arms attached
at its sides. Sleek Radon- Ulzer fighter engines with scoop-air
stabilizers towed the Pod at the end of Steel ton cables. The effect
was something like seeing a doop bug attached to a pair of
banthas.
Working together, the company activated the antigrav lifts
and guided the Pod and its enormous engines into the courtyard
in back of Anakin's home. With Padme, Jar Jar, and R2-D2Iend-
ing assistance and encouragement, the boy immediately went to
work prepping the Pod for the upcoming race.
While Anakin and his helpers were thus engaged, Qui-Gon
mounted the back porch of the Skywalker home, glanced around
to make certain he was alone, and switched on the comlink to
contact Obi-Wan. His protege answered immediately, anxious
for a report, and Qui-Gon filled him in on what was happening.
"If all goes well, we will have our hyperdrive generator by to-
morrow afternoon and be on our way," he concluded.

144======================================================TERRY BROOKS

Obi-Wan's silence was telling. "What if this plan fails, Mas-
ter? We could be stuck here for a long time."
Qui-Gon Jinn looked out over the squalor of the slave quar-
ters and the roofs of the buildings of Mos Espa beyond, the suns
a bright glare overhead. "A ship without a power supply will not
get us anywhere. We have no choice."
He switched off the com1ink and tucked it away. "And there
is something about this boy," he whispered to himself, leaving
the thought unfinished.
Shrni Skywalker appeared through the back door and moved
over to join him. Together they stood watching the activity in
the courtyard below.
"You should be proud of your son," Qui-Gon said after a
moment. "He gives without any thought of reward."
Shrni nodded, a smile flitting over her worn face. "He knows
nothing of greed. Only of dreams. He has. .."
"Special powers."
The woman glanced at him warily. "Yes."
"He can see things before they happen," the Jedi Master
continued. "That's why he appears to have such quick reflexes. It
is a Jedi trait."
Her eyes were fixed on him, and he did not miss the glimmer
of hope that shone there. "He deserves better than a slave's life,"
she said quietly.
Qui-Gon kept his gaze directed out at the courtyard. "The
Force is unusually strong with him, that much is clear. Who was
his father?"
There was a long pause, long enough for the Jedi Master to
realize he had asked a question she was not prepared to answer.
He gave her time and space to deal with the matter, not pressing
her, not making it seem as if it were necessary she answer at all.

THE PHANTOM MENACE===============================================145

"There is no father," she said finally. She shook her head
slowly. "I carried him, I gave birth to him. I raised him. I can't
tell you any more than that."
She touched his arm, drawing his eyes to meet hers. "Can
you help him?"
Qui-Gon was silent for a long time, thinking. He felt an at-
tachment to Anakin Skywalker he could not explain. In the back
of his mind, he sensed he was meant to do something for this
boy, that it was necessary he try. But all Jedi were identified
within the first six months of birth and given over to their train-
ing. It was true for him, for Obi-Wan, for everyone he knew or
had heard about. There were no exceptions.
Can you help him? He did not know how that was possible.
"I don't know," he told her, keeping his voice gentle, but firm.
"I didn't come here to free slaves. Had he been born in the Re-
public, we would have identified him early, and he might have be-
come a Jedi. He has the way. I'm not sure what I can do for him."
She nodded in resignation, but her face revealed, beneath the
mask of her acceptance, a glimmer of hope.

As Anakin tightened the wiring on the thruster relays to the
left engine, a group of his friends appeared. The older boys were
Kitster and Seek, the younger girl was Amee, and the Rodian was
Waldo Anakin broke off his efforts to complete the wiring long
enough to introduce them to Padme, Jar Jar, and R2-D2.
"Wow, a real astromech droid!" Kitster exclaimed, whistling
softly. "How'd you get so lucky?"
Anakin shrugged. "That isn't the half of it," he declared,
puffing up a bit. "I'm entered in the Boonta tomorrow."
Kitster made a face and pushed back his mop of dark hair.
"What? With this?"

146======================================================TERRY BROOKS

"That piece of junk has never even been off the ground,"
Wald said, nudging Arnee. "This is such a joke, Annie."
"You've been working on that thing for years," Arnee ob-
served, her small, delicate features twisting in disapproval. She
shook her blond head. "It's never going to run."
Anakin started to say something in defense of himself, then
decided against it. Better to let them think whatever they wanted
for now. He would show them.
"Corne on, let's go play ball," Seek suggested, already turn-
ing away, a hint of boredom in his voice. "Keep it up, Annie, and
you're gonna be bug squash."
Seek, Wald, and Arnee hurried off, laughing back at him.
But Kitster was his best friend and knew better than to doubt
Anakin when he said he was going to do something. So Kitster
stayed behind, ignoring the others. "What do they know?" he
said quietly.
Anakin gave him a grin of appreciation. Then he noticed Jar
Jar fiddling with the left engine's energy binder plate, the power
source that locked the engines together and kept them in sync,
and the grin disappeared.
"Hey! Jar Jar!" he shouted in warning. "Stay away from
those energy binders!"
The Gungan, bent close to the protruding plate, looked up
guiltily. "Who, me?"
Anakin put his hands on his hips. "If your hand gets caught
in the beam, it will go numb for hours."
Jar Jar screwed up his face, then put his hands behind his
back and stuck his billed face back down by the plate. Almost in-
stantly an electric current arced from the plate to his mouth,
causing him to yelp and jump back in shocked surprise. Both

THE PHANTOM MENACE===============================================147

hands clamped over his mouth as he stood staring at the boy in
disbelief.
"1st numm! 1st numm!" Jar Jar mumbled, his long tongue
hanging loosely. "My tongue is fat. Dats my bigo oucho."
Anakin shook his head and went back to work on the wiring.
Kitster moved close to him, watching silently, his dark face
intense. "You don't even know if this thing will run, Annie," he
observed with a frown.
Anakin didn't look up. "It will."
Qui-Gon Jinn appeared at his shoulder. "I think it's about
time we found out." He handed the boy a small, bulky cylinder.
"Use this power pack. I picked it up earlier in the day. Watto has
less need for it than you.:'One corner of his mouth twitched in a
mix of embarrassment and amusement.
Anakin knew the value of a power pack. How the J edi had
managed to secure one from under Watto's nose, he had no idea
and no interest in finding out. "Yes, sir!" he beamed.
He jumped into the cockpit, fitted the power pack into its
sleeve in the control panel, and set the activator to the ON posi-
tion. Then he pulled on his old, dented racing helmet and
gloves. As he did so, Jar Jar, who had been fiddling around at the
back of one of the engines, managed to get his hand caught in
the afterburner. The Gungan began leaping up and down in ter-
ror, his mouth still numb from the shock he had received from
the energy binders, his bill flapping to no discernible purpose.
Padme caught sight of him at the last minute-his arms wind-
milling frantically-and yanked him free an instant before the en-
gines ignited.
Flame exploded from the afterburners, and a huge roar rose
from the Radon- Ulzers, building steadily in pitch until Anakin

148======================================================TERRY BROOKS

eased off on the thrusters, then settling back into a throaty rumble.
Cheers rose from the spectators, and Anakin waved his hand in
response.
On the porch of their home, Shmi Skywalker watched word-
lessly, her eyes distant and sad.
Twilight brought a blaze of gold and crimson in the wake of
Tatooine's departing suns, a splash of color that filled the hori-
zon in a long, graceful sweep. Night climbed after, darkening the
sky, bringing out the stars like scattered shards of crystal. In the
deepening black, the land was silent and watchful.
A gleam of bright metal caught the last of the fading suns'
rays, and a small transport sped out of the Dune Sea toward Mos
Espa. Shovel-nosed and knife-edged, its wings swept back and its
vertical stabilizers crimped inward top to bottom, it hugged the
landscape as it climbed promontories and descended valleys,
searching. Dark and immutable, it had the look of a predator, of
a hunter at work.
Beyond the Dune Sea, following the failing light, the craft
settled swiftly on the broad plateau of a mesa that gave a long-
range view of the land in all directions. Wild banthas scattered
with its approach, tossing their hairy heads and massive horns,
trumpeting their disapproval. The transport came to rest and its
engines shut down. It sat there in silence, waiting.
Then the aft hatchway slid open, metal stairs lowered, and
Darth Maul appeared. The Sith Lord had discarded his black
robes and wore loose-fitting desert garb, a collared coat belted at
the waist, his lightsaber hanging within easy reach. His stunted
horns, fully exposed now with his hood removed, formed a
wicked crown above his strange red-and-black-colored face. Ig-
noring the banthas, he walked to the edge of the mesa, produced

THE PHANTOM MENACE===============================================149

a pair of low-light electrobinoculars, and began to scan the hori-
zon in all directions.
Desert sand and rocks, he was thinking. Wasteland. But a city
there, and another there. And there, a third.
He took the electro binoculars from his eyes. The lights of
the cities were clearly visible against the growing dark. If there
were others, they were far on the other side of the Dune Sea
where he had already been, or beyond the horizon much farther
still where he would later be required to go.
But the Jedi, he believed, were here.
There was no expression on his mosaic face, but his yellow
eyes gleamed expectantly. Soon now. Soon.
He lifted his arm ~o view the control panel strapped to his
forearm, picked out the settings he wished to engage, and
punched in the calcqiations required to identify the enemy he
was looking for. Jedi Knights would manifest a particularly
strong presence in the Force. It took only a minute. He turned
back toward his ship. Spherical probe droids floated through the
hatchway, one after another. When all were clear, they rocketed
away toward the cities he had identified.
Darth Maul watched until they were out of view, the dark-
ness closing quickly now. He smiled faintly. Soon.
Then he walked back to his ship to begin monitoring their
response.

Darkness cloaked Mos Espa in deepening layers as night de-
scended. Anakin sat quietly on the balcony rail of his back porch
while Qui-Gon studied a deep cut in the boy's arm. Anakin had
sustained the cut sometime during the afternoon's prep work on
the Podracer, and in typical boy fashion, he hadn't even noticed
it until now.

150=====================================================TERRY BROOKS

Anakin gave the injury a cursory glance as the Jedi prepared
to clean it, then leaned back to look up at the blanket of stars in
the sky.
"Sit still, Annie," Qui-Gon instructed.
The boy barely heard him. "There are so many! Do they all
have a system of planets?"
"Most of them." Qui-Gon produced a clean piece of cloth.
"Has anyone been to all of them?"
Qui-Gon laughed. "Not likely."
Anakin nodded, still looking up. "I want to be the first one
then, the first to see them all-ouch!"
Qui-Gon wiped a smear of blood from the boy's arm, then
applied some antiseptic. "There, good as new."
"Annie! Bedtime!" Shmi called out from inside. -
Qui-Gon produced a comlink chip and wiped a sample of
Anakin's blood onto its surface. The boy leaned forward interest-
edly. "What are you doing?"
The Jedi barely looked up. "Checking your blood for
infections."
Anakin frowned. "I've never seen-"
"Annie!" his mother called again, more insistent this time.
"I'm not going to tell you again!"
"Go on," Qui-Gon urged, gesturing toward the doorway.
"You have a big day tomorrow." He tucked the cloth into his
tunic. "Good night."
Anakin hesitated, his eyes fixed on the Jedi Master, intense
and questioning. Then he turned and darted off into his home.
Qui-Gon waited a moment, making sure he was alone, then
slipped the chip with the boy's blood sample into a relay slot in
the comlink and called Obi-Wan aboard the Queen's transport.

THE PHANTOM MENACE===============================================151

"Yes, Master?" his protege responded: alert in spite of the
lateness of the hour.
"I'm transmitting a blood sample," Qui-Gon advised, glanc-
ing about guardedly as he spoke. "Run a midi-chlorian test
on it."
He sent the blood readings through the comlink to Obi-Wan
and stood waiting in the silence. He could feel the beating of his
heart, quick and excited. If he was right about this ...
"Master," Obi-Wan interrupted his musings. "There must be
something wrong with the sample."
Qui-Gon took a slow, deep breath and exhaled softly. "What
do the readings say, Obi-Wan?"
"They say the midi-chlorian count is twenty thousand." The
younger Jedi's voice tightened. "No one has a count that high.
Not even Master Yoda."
No one. Qui-Gon stood staring out into the night, staggered
by the immensity of his discovery. Then he let his gaze wander
back toward the hovel where the boy was sleeping, and stiffened.
Shmi Skywalker stood just inside the doorway, staring at him.
Their eyes met, and for just an instant it felt to the Jedi Master as
if the future had been revealed to him in its entirety. Then Shmi
turned away, embarrassed, and disappeared back into her home.
Qui-Gon paused a moment, then remembered the open
comlink. "Good night, Obi-Wan," he said softly, and clicked the
transmitter off.

Midnight approached. Anakin Skywalker, unable to sleep, had
slipped out of his bed and gone down into the backyard to com-
plete a final check of the racer, of its controls, its wiring, its relays,
its power source-everything he could think of. Now he stood

152======================================================TERRY BROOKS

staring at it, trying. to determine what he might have missed,
what he might have overlooked. He could afford no mistakes.
He must make certain he had done all that he could.
So that he would win tomorrow's race.
Because he must.
He must.
He watched R2- D2 scuttle around the racer, applying paint
in broad strokes to its polished metal body, aided~y a light pro-
jecting from a receptacle mounted over his visual sensors and a
steady stream of advice from C-3PO. The boy had activated the
latter earlier on the advice of Padme. Many hands make light
work, she had intoned solemnly, then grinned. C-3PO wasn't
much with his hands, but his vocoder was certainly tireless. In
any case, R2-D2 seemed to like having him around, exchanging
beeps and chirps with his protocol counterpart as he scuttled
about the racer. The little astromech droid worked tirelessly,
cheerfully, and willingly. Nothing perturbed him. Anakin envied
him. Droids were either well put together or they weren't. Un-
like humans, they didn't respond to weariness or disappointment
or fear. ..
He chased the thought away quickly and looked up at the
starry sky. After a moment, he sat down, his back against a crate
of old parts, his goggles and racing helmet at his side. Idly, he fin-
gered the japor carving in his pocket, the one he was working
on for Padme. His thoughts drifted. He couldn't explain it ex-
actly, but he knew that tomorrow would change his life. That
strange ability to see what others did not, that sometimes gave
him insights into what would happen, told him so. His future
was coming up on him in a rush, he sensed. It was closing fast,
giving him no time to consider, ascending with the certainty of a
sunrise.

THE PHANTOM MENACE===============================================153

	What would it bring him? The question teased at the edges
of his consciousness, refusing to show itself. Change, but in what
form? Qui-Gon and his companions were the bringers of that
change, but he did not think even the J edi Knight knew for cer-
tain what the end result would be.
Maybe the freedom he had dreamed about for himself and
his mother, he thought hopefully. Maybe an escape to a new life
for both of them. Anything was possible if he won the Boonta.
Anything at all.
That thought was still foremost in his cluttered, weary mind
when his eyes closed and he fell asleep.

--===~12 =::==-

Anakin Skywalker dreamed that night, and in his dream he
was of a different, but indeterminate age. He was young still,
though not so young as now, but old, too. He was cut from
stone, and his thoughts were emblazoned with a vision so fright-
ening he could not bring himself to consider it fully, only to leave
it just out of reach, simmering over a fire of ambition and hope.
He was in a different place and time, in a world he did not recog-
nize, in a landscape he had never seen. It was vague and shadowy
in his dream, all flat and rugged at once, changing with the swift-
ness of a mirage born out ofTatooine's desert flats.
The dream shimmered, and voices reached out to him, soft
and distant. He turned toward them, away from a wave of dark
movement that suddenly appeared before him, away from the
sleep that gave his dream life.
"I hope you're about finished," he heard Padme say.
But Padme was at the head of the dark wave of his dream,
and the wave was an army, marching toward him ...
R2- D2 whistled and beeped, and C-3PO chimed in with

THE PHANTOM MENACE===============================================155

hasty assurances, saying everything was done, all was in readiness,
and he stirred again.
A hand touched his cheek, brushing it softly, and the dream
faded and was gone. Anakin blinked awake, rubbing at his eyes,
yawning and turning over on his side. He was no longer stretched
out by the parts crate where he had fallen asleep the night before,
but was back in his own bed.
The hand lifted away from his cheek, and Anakin stared up at
Padmt, at a face he found so beautiful it brought a tightness to
his throat. Yet he stared at her in confusion, for she had been the
central figure in his dream, different from now, older, sadder. ..
and something more.
"You were in my dream," he said, swallowing hard to get the
words out. "You were leading a huge army into battle."
The girl stared at him in wonder, then smiled. "I hope not. 1
hate fighting." Her voice was merry and light, dismissive in a way
that bothered him. "Your mother wants you to get up now. We
have to leave soon."
Anakin climbed to his feet, fully awake. He walked to the
back door and stood looking out at the anthill complex of the
slave quarters, at the bustle of slaves going about their daily
work, at the clear, bright early morning sky that promised good
weather for the Boonta Eve race. The Podracer hung level before
him on its antigrav lifts, freshly painted and gleaming in the new
day's sunlight. R2- D2 bustled about with a brush and can of
paint, completing the final detailing of the craft. C-3PO, still
missing most of his outer skin, his working parts clearly visible,
followed along, pointing out missed patches, giving unsolicited
opinions and bits of advice.
The sharp wheeze of an eopie brought him around to find
Kitster riding toward them on the first of two of the beasts he

156======================================================TERRY BROOKS

had commandeered to help haul the Podracer to the arena. Kit-
ster's dark face was aglow with expectation, and he waved eagerly
at Anakin as he approached.
Anakin waved back, shouting, "Hook 'ern up, Kitster!" He
turned back to Padrne. "Where's Qui-Gon?"
The girl gestured. "He left with Jar Jar for the arena. They've
gone to find Watto."
Anakin sprinted to his bedroom to wash and dress.

Qui-Gon Jinn strolled through the main hangar of the Mos
Espa Podracer arena, glancing at the activity about him with
seemingly casual interest. The hangar was a cavernous building
that housed Podracers and equipment year round and served as
a staging area for vehicles and crews on race days. A handful of
racers were already in place on the service pads, dozens of aliens
who had found their way to Tatooine from every corner of the
galaxy crawling all over the Pods and engines as pit bosses and pi-
lots shouted instructions. The clash and shriek of metal on metal .
echoed in an earsplitting din through the hangar's vast chamber,
forcing conversations to be held at something approaching a
shout.
Jar Jar hugged one shoulder of the Jedi Master while Watto
buzzed close by the other. The former was his normal fretful,
nervous self, eyes rolling on their stalks, head twisting this way
and that with such frantic concern it seemed certain it must soon
twist off altogether. Watto flew with blatant disregard for every-
thing but his own conversation, which rambled on and on, cov-
ering the same points endlessly-
"So it must be understood clearly that our bargain is sealed,
outlander," he repeated for at least the third time in the last

THE PHANTOM MENACE==============================================157

ten minutes. His blue-snouted head bobbed with emphasis. "I'll
want to see your spaceship the moment the race is over."
He made no bones about the fact that he believed that
gaining lawful possession of the Naboo transport was only a
matter of time. He had not once since Qui-Gon had found him
at the betting booths suggested that things might work out
otherwise.
The Jedi Master demurred with a shrug. "Patience, my blue
friend. You'll have your winnings before the suns set, and my
companions and I will be far away from here."
"Not if your ship belongs to me, I think!" Watto snorted,
and gave a satisfied laugh. Just as quickly, his sharp eyes fixed on
the Jedi. "I warn you, no funny business!"
Qui-Gon kept walking, his gaze directed elsewhere, carefully
baiting the hook he had set for the Toydarian. "You don't think
Anakiwill. win.?"
Watto flew around in front of him and brought them all to a
stop. Wings beating furiously, he motioned to a bright orange
racer parked close at hand, its engines modified so that when
the energy binders were activated and the engines joined, they
formed a distinctive X-shape. Sitting to one side of the racer
was the Dug who had attacked Jar Jar two days earlier, Sebulba,
his wicked eyes fixed on them, his slender limbs draWll up in a
vaguely menacing gesture. A pair of lithesome Twi'leks worked
diligently massaging the Dug's neck and shoulders. The Twi'leks
were humanoid aliens from the planet Ryloth; they had pointed
teeth, smooth blue skin, and twin tentacles that draped gracefully
from their hairless heads doWll their silken backs. Their red eyes
lifted to Qui-Gon momentarily, interest flickering in their depths,
then returned quickly to their master.

158=====================================================TERRY BROOKS

Watto snorted. "Don't get me wrong," he announced, shak-
ing his head in an odd cocking motion. "I have great faith in the
boy. He's a credit to your species." His snaggletoothed mouth
tightened. "But Sebulba there is going to win, I think."
Qui-Gon pretended to study the Dug carefully. "Why?"
"Because he always wins!" The Toydarian broke into a fit of
laughter, consumed by his own cleverness. "I'm betting heavily
on Sebulba!"
"I'll take that bet," Qui-Gon said at once.
Watto stopped laughing instantly, jerking away as if scalded
by hot oil. "What?" He shook his head in astonishment. "What
do you mean?"
Qui-Gon advanced a step, backing the Toydarian away. "I'll
wager my new racing Pod against. .." He trailed off thought-
fully, letting Watto hang. "Against, say, the boy and his mother."
Watto was aghast. "A Pod for slaves! I don't think so!" The
blue wings were a blur as he flitted this way and that, head
cocked. "Well, perhaps. Just one. The mother, maybe. The boy
isn't for sale."
Qui-Gon frowned. "The boy is small. He can't be worth
much. "
Watto shook his head decisively.
"For the fastest Pod ever built?"
Watto shook his head again.
"Both, or no bet."
They were standing near the front entry of the hangar, and
the noise of the crew work had lessened. Beyond, the arena
stands rose against the desert sky, a vast, curved complex com-
plete with boxes for the Hutts, a race announcer's booth, course
monitoring equipment, and food stands. Already the stands were

THE PHANTOM MENACE===============================================159

beginning to fill, the population of Mos Espa turning out in
full force for the event, shops and stalls closed, the city on holi-
day. Bright streamers and banners flew, and approaching racers
flamed with the reflection of sunlight and polish.
Qui-Gon caught sight of Anakin appearing through the
crowds, riding an eopie with Padme up behind him, towing one
of the massive Radon- Ulzer engines. His friend Kitster followed
on a second eopie, towing the other engine. The eopies were
gangly, long-snouted pack animals with tough, leathery skin and
short fur particularly well-suited to resisting the Tatooine desert
heat. R2-D2 and C-3PO trailed the little procession with the
Pod and Shmi. The J edi Master deliberately turned to watch
their approach, drawing Watto's gaze after his own. The Toydar-
ian's eyes glittered at the sight of the boy and the racer.
He looked back at Qui-Gon and gave an anxious snort. "No
Pod's worth two slaves. ..not by a long shot! One slave or
nothing! "
Qui-Gon folded his arms over his chest. "The boy, then."
Watto huffed and shook his head. He jerked with the ten-
sion his deliberation was generating inside his pudgy blue body.
"No,no... ”
Then abruptly he reached inside his pocket and produced a 
small cube, which he tossed from one hand to the other as if it 
were too hot to hold. "We'll let fate decide. Blue, it's the boy. 
Red, it's the mother."
Watto cast the cube to the hangar floor. Ashe did, Qui-Gon
made a small, surreptitious gesture with one hand, calling on his
Jedi power to produce a small inflection in the Force.
The cube bounced, rolled, settled, blue side facing up. Watto
threw up his hands angrily, his eyes turning narrow and sharp.

160=======================================================TERRY BROOKS

"You won the toss, outlander!" he sneered in dismissal. "But
you won't win the race, so it makes little difference, I think."
"We'll see," Qui-Gon replied calmly.
Anakin and the others reached them, entering the hangar
with the Pod and engines. Watto wheeled away from Qui-Gon in
a huff, pausing long enough to snap irritably at the boy.
"Better stop your friend's betting," he declared with an an-
gry snort, "or I'll end up owning him, too!"
One of the eopies sniffed expectantly at him, and he swore at
the beast in Huttese with such ferocity that it backed away. His
wings beating madly, Watto gave Qui-Gon a withering glance
and flew off into the hangar shadows.
"What did he mean by that?" Anakin asked as he slowed the
eopie beside Qui-Gon, glancing after the retreating Toydarlan.
Qui-Gon shrugged. "I'll tell you later."
Kitster pulled to a stop beside Anakin, his face alight with ex-
citement as he looked around. "This is so wizard! I'm sure you'll
do it this time, Annie!"
Padme's gaze shifted from one to the other. "Do what?" she
asked suspiciously.
Kitster beamed. "Finish the race, of course!"
The girl paled. Her eyes burned into Anakin. "You've never
even finished a race?" she demanded incredulously.
The boy blushed. "Well. ..not exactly." His mouth tight-
ened with determination. "But Kitster's right. I will this time."
Qui-Gon took the eopie's reins in his hand and patted the
boy's leg. "Of course, you will," he agreed.
From atop the eopie, Padme Naberrie just stared at him
wordlessly.
* * *

THE PHANTOM MENACE===============================================161

In the center of Mos Espa the crowds were beginning to thin
as the population gravitated in increasing numbers toward the
pod racer arena at the edge of the spaceport. Most of the shops
and stalls were already closed, and the rest were in the process of
doing so. Owners and vendors were completing sales and glanc-
ing anxiously in the direction of the traffic's steady flow.
Amid the confusion and bustle, a Sith probe droid slowly
floated along, mechanical eye traveling from shop to shop, from
face to face, searching.

Over a hundred thousand beings had filled the Podracer
arena by midmorning, jamming into the grandstand seats, crowd-
ing onto the broad viewing platforms, filling the available space.
The arena became a vast sea of color and movement and sound in
the emptiness of the surrounding desert. Flags and banners bear-
ing the insignia of the racers and their sponsors waved over the as-
semblage, signifying favorites and creating impromptu cheering
sections. Bands played in support of some racers, and isolated
horns and drums beat in wild appreciation for all. Vendors walked 
the aisles, carrying food and drink from canopied stands below to 
sell to the crowd. Everywhere, excitement and anticipation was
building.
Then a roar erupted as the racers began to emerge from the
main hangar on the far side of the start line. One by one the Pod-
racers hove into view, some towed by eopies, some by hand,
some by repulsorsled, all part of a long procession of pilots, pit
crews, and hangers-on. Standard bearers, each carrying a flag
that identified the pilot and sponsor, marched along, forming a
colorful line in front of the assembly of Podracers. Overhead, the
twin suns ofTatooine shone down with a bright, hungry glare.

162======================================================TERRY BROOKS

	As the racers moved onto the track in front of the arena
stands, a flurry of movement in the royal box signaled the arrival
of Jabba the Hutt and Gardulla, his female friend. Slithering into
the cooled interior of the box, the two Rutts oozed their way
along the flooring to their designated places amid the bright silks
that draped the rough stone. Jabba came foremost, proceeding
directly to the arched overlook where he could be seen by the
people of Mos Espa. Lifting his pudgy arm in greeting, he basked
in the crowd's appreciative roar. Gardulla muttered her approval,
nodding her neckless head on the end of a thick, shapeless body,
slitted eyes glittering. A coterie of humans and aliens filed in be-
hind the two Rutts, guests of  Mos Espa's rulers on race day, a
coveted designation. A line of slave girls of varying species came
last, chained together, there for the amusement of those who had
chosen freely to attend.
	Below, the Podracer pilots formed a line facing the royal box
and on command bowed deeply in recognition of and to pay
homage to their benefactor.
	«Chowbaso!» Jabba rumbled, his deep voice echoing through
the sound enhancers and out across the flats. "Tam ka chee
Boonta rulee ya, kee maid ahdrudda du wundee!Welcome!"
	The crowd roared some more, arms and flags waving madly.
Horns sounded as Jabba began his introduction of the racers.
	" Kubba tee. Sebulba tuta Pixelito!"
	The Dug, standing immediately next to Anakin, rose on his
back legs and waved to the stands. A band played wildly in sup-
port, and Sebulba's fans and anxious bettors depending on the
odds that favored the Dug cheered and shouted in response. 
	One by one, Jabba recognized the Podracer pilots. Gasgano. 
Boles Roor. Ben Quadinaros. Aldar Beedd. Ody Mandrell. Xelbree.
Mars Guo. Clegg Holdfast. Bozzie Baranta. Wan Sandage. Anakin

THE PHANTOM MENACE===============================================163

listened to the names, shifting anxiously, eager to begin. A glance
over his shoulder revealed Kitster at work attaching the Radon-
Ulzers to his Pod with the Steelton cables, checking the fasten-
ings with sharp tugs.
". ..Mawhonic tutaHok," Jabba boomed. "Teemto Pagalies
tuta Moonus Mandel. Anakin Skywalker tuta Tatooine ..."
Applause burst from the crowd, though it was not as enthusi-
astic as it had been for Sebulba or Gasgano or several of the oth-
ers. Anakin waved in response, eyes traveling over the thousands
gathered, his mind already out in the flats.
When he turned to walk to his racer, his mother was standing
in front of him. Her worn face was calm and determined as she
bent down to give him a hug and a kiss. Her eyes were steady as
she backed him off, her hands gripping his shoulders, and she
could not quite mask the worry reflected there.
"Be safe, Annie," she told him.
He nodded, swallowing. "I will, Mom. I promise."
She smiled, warm and reassuring, and moved away. Anakin
continued on, watching Kitster and Jar Jar unhitch the eopies so
that Kitster could lead them away. R2- D2 rolled up to Anakin
and beeped with approval and reassurance. C-3PO solemnly
warned against the dangers of driving too fast and wished his
master well. All was ready.
Jar Jar patted the boy on the back, his billed face a mask of
worry and consternation. "Tis very loony, Annie. May da Guds
be kind, me friend."
Out of the corner of his eye Anakin saw Sebulba wander
over from his own racer and begin examining the boy's. Hitch-
ing along on his spindly legs, he worked his way around the
Radon-Ulzers with undisguised interest. Stopping finally at
the left engine, he reached up suddenly and banged hard

164======================================================TERRY BROOKS

on a stabilizer, glancing around quickly to see if anyone had
noticed.
Padme appeared and bent down to kiss Anakin's cheek.
Her dark eyes were intense. "You carry all our hopes," she said
quietly.
Anakin's lower lip jutted out. "I won't let you down."
She gave him a long stare, then moved away. As she did so,
Sebulba sidled up to him, his wizened, whiskery face angling
close.
"You won't walk away from this one, slave scum," he
wheezed softly, grinning. "You're bantha poodoo."
Anakin stood his ground, giving the Dug a stony look.
"Don't count on it, slime face."
Qui-Gon was approaching, and Sebulba backed away toward
his own racer, malevolence mirrored in his flat stare. Horns
blared, and a new roar rose from the crowd. J abba the Hutt
oozed to the lip of the royal box, his thick arms lifting.
«Kaa bazza kundee da tam hdrudda!» he growled. "Let the
challenge begin!"
The roar of the crowd began to build even further. Qui-Gon
helped Anakin climb into his Pod. The boy settled himself in
place in the seat, securing his straps, fitting his old, battered rac-
ing helmet over his head and bringing down his goggles.
"Are you all set, Annie?" the Jedi Master asked calmly. The
boy nodded, eyes intense, steady. Qui-Gon held his gaze. "Re-
member, concentrate on the moment. Feel, don't think. Trust
your instincts."
He put a hand on the boy's shoulder and smiled. "May the
Force be with you, Annie."
Then he backed away, and Anakin Skywalker was alone.

THE PHANTOM MENACE==========================================165

* * *

Qui-Gon moved quickly through the crowd to the viewing
platform where Shmi, Padme, and Jar Jar waited. He glanced
back only once at Anakin and found the boy calmly fitting his
goggles in place. The Jedi Master nodded to himself. The boy
would do all right.
He mounted the viewing platform with Jar Jar and the
women just as it began to lift into position for the race. Shmi
gave him a worried, questioning look.
"He's fine," Qui-Gon assured her, touching her shoulder.
Padme shook her head doubtfully. "You Jedi are far too
reckless," she said quietly. "The Queen-"
"The Queen trusts my judgment, young handmaiden," Qui-
Gon interrupted smoothly, directing his words only to her. "Per-
haps you should, too."
She glared at him. "You assume too much."
The viewing platform locked into place, and all eyes turned
toward the racers. Energy binders were engaged, powerful electro-
magnetic currents arcing between ~oaxial plates, locking the twin
engines of each Podracer together as a single unit. Now the en-
gines themselves began to turn over, their booming coughs and
rumbles mingling with and then overwhelming the roar of the
crowd. Flag bearers and pit crews moved hastily aside, clearing the
start line beneath the arch that marked the beginning and end of
the race. Overhead, a red light held the racers in place. Anticipat-
ing the green, the pilots gunned their engines, the massive casings
shaking with the force of the power they generated, the cables that
bound them to the Pods and their drivers straining to break free.
Standing next to Qui-Gon, Jar Jar Binks covered his eyes in
dismay. "Me no watch. Dis gonna be messy!"

166==================================================TERRY BROOKS

Though he could not bring himself to say so, the Jedi Master
was inclined to agree. Steady, Anakin Skywalker, he thought to
himself. Concentrate.
Then the light over the starting line flashed bright green, and
the race was under way.

		13

	When the starting light turned green, Anakin Skywalker
jammed the twin thruster bars to the extreme forward position,
sending maximum power to the Radon-Ulzers. The big rocket
engines bucked, roared like a caged beast, and promptly died.
The boy froze. All around him, racers shot from the start in a
cacophony of sound and a flashing of bright metal. Sand foun-
tained in the wake of their passing, clouding the air in a whirl-
wind of grit. In seconds, the boy was alone, save for Ben
Quadinaros's Quadra-Pod, which sat stalled at the starting line in
mirror image of his own.
Anakin's mind raced desperately. He'd fed in too much fuel
from a dead start. The reworked engines couldn't handle all that
power at once if the racer wasn't already moving. He yanked
back on the thruster bars, returning them to the neutral position.
Ratcheting back the switches to the feeder dump, he cleared the
fules, then sealed them anew. Taking a deep breath, he pressed
the ignition buttons. The starters cranked over and caught, and
the big Radon-Ulzers roared to life with a booming cough. He

168================================================TERRY BROOKS

fed in fuel more cautiously this time, impatience flooding
through him, then slid the thruster bars forward smoothly. The
engines shot ahead, dragging the Pod and the boy after them,
exploding out of the start.
Anakin gave chase with single-minded determination, not
bothering with anything but the dots in the distance that marked
the location of the other racers. He tore across the flats, the
whine of the Pod's engines growing steadily sharper, the land be-
neath fading to a wash of heat and light. The course was flat and
open in the beginning, and he pushed the thruster bars forward
some more. He was accelerating so quickly that everything about
him turned swiftly to a sun-drenched blur.
Ahead, the first set of rock formations rose up against the
horizon. Anakin could see the other Podracers now, bright metal
shapes whipping across the flats, engines throwing off fire and
smoke. He closed on them quickly, the Radon- Ulzers screaming.
In an open stretch, he knew, there were no other engines that
could match them.
A flush of white-hot excitement burned through him as he
caught the trailing Podracers.
He hauled back on the thruster bars as he came up on them,
giving himself space to maneuver. He went by two as if they were
standing still, angling his way left and then right, threading the
needle of space they had left between them. When he was clear,
he fed power to the engines anew, and the g-force slammed him
back against his padded seat. He caught multilimbed Gasgano
next. Easing up to the Troiken's snub-nosed Podracer, he got
ready to pass. Arch Canyon loomed ahead, and he wanted to be
clear of the others when he navigated through the ravine. Ma-
neuvering cautiously, he prepared to overtake on the right. But
Gasgano saw him, and quickly moved to cut him off. Anakin

THE PHANTOM MENACE==============================================169

waited, then angled left for another try. Again, Gasgano cut him
off. Back and forth they slid above the desert floor like a krayt
dragon chasing a womp rat.
A cliff drop off a low mesa appeared as a ragged line on the
horizon. Anakin slowed, giving Gasgano the impression he was
preparing for a drop shift. The wiry pilot, glancing back quickly
to make certain where the boy was, held his position until he
reached the mesa edge, then took the drop first. The moment he
did so, Anakin jammed the thruster bars all the way forward, and
his racer accelerated with such speed that it rocketed right over
the top of Gasgano before the other could do anything to pre-
vent it.
The dark crease of the canyon loomed ahead, and Anakin
threaded the eye of its needle opening with a seamstress's skill,
racing into the cool shadows beyond. The Radon- Ulzers
hummed anxiously, the energy binders keeping them in sync, the
Steelton cables drawing on the racing Pod with just the right
amount of give through the wicked turns. Anakin worked the
thruster bars with small, precise movements, envisioning the
course in his mind-each twist, each deviation, each rise and
drop. Everything was clear and certain to him. Everything was
revealed.
He shot through the canyon and back out onto the open
flats. Ahead, beyond a dozen others, Mawhonic and Sebulba
fought for the lead. The Dug's distinctive X-shaped engines
lifted and rose, maneuvering for position. But Mawhonic's slen-
der racer was slowly gliding away.
Then Sebulba accelerated and swung violently left, careening
toward the other pilot. Mawhonic reacted instinctively, swing-
 ing left as well-and directly into a massive rock formation.
Mawhonic disappeared in a huge ball offlame and black smoke.

170===============================================TERRY BROOKS

Next it was Xelbree challenging, trying to sneak past Sebulba
from above, much as Anakin had done with Gasgano. But the
Dug sensed his presence and rose to block his passage. Xelbree
slid left, drawing alongside, holding fast. Sebulba seemed to lose
ground, to give way slighdy. But when Xelbree was next to him,
the Dug triggered a side vent in his left exhaust. Fire spewed lat-
erally into Xelbree's engine, cutting apart the metal housing as if
it were made of flimsiplast. Xelbree tried frantically to move
away, but he was too slow. Fuel caught and ignited. The dam-
aged engine exploded, and the remaining engine and its Pod flew
off into a cliff face and shattered.
Without slowing, Sebulba sped away from the wreckage,
alone at the head of the pack.

In the arena stands and from viewing platforms scattered
throughout the course, the crowd watched the progress of the
race on handheld viewscreens as pictures of the racers were trans-
mitted from droid observation holocams. From a monitoring
tower, a two-headed announcer who bantered incessandy with
himself reported on the leaders. Qui-Gon studied a screen with
Padme and Shmi, but there was neither mention nor sight of
Anakin. The announcer's twin voices rose and fell in measured
cadence, filling the air with their inflection, building in pitch to
stir the already frenzied crowd.
Qui-Gon stared out into the flats, searching for movement.
On his right, Jar Jar bickered with a skinny, sour-faced alien
named Fanta, trying to peer over his shoulder, besieging him
with questions, trying to make friends in the mistaken belief that
because they looked vaguely alike, the Poldt would reciprocate
his overtures. It wasn't working out. Fanta wanted nothing to do

THE PHANTOM MENACE===============================================171

with Jar Jar and kept his back turned to the Gungan, deliberately
hiding the screen from view. Jar Jar was growing impatient.
Qui-Gon shifted his gaze. In the crew pits, R2-D2, C-3PO,
and Kitster waited in solitary isolation.
In a private box somewhat in back of and lower than J abba 's,
Watto laughed and joked with his friends. The Toydarian flitted
this way and that, catching glimpses of the race on various
viewscreens, rubbing his hands together anxiously. He caught
sight ofQui-Gon and gestured rudely, his meaning clear.
Below, at the start line, Ben Quadinaros still struggled to ig-
nite the engines of his Quadra-Pod.
Qui-Gon closed his eyes and blocked everything away,
sounds and movements alike, becoming one with the Force, dis-
appearing into its flow, searching for Anakin. He stayed lost
within himself as the roar of the crowd lifted anew, and the sound
of rocket engines rose out of the distance. At the edge of the
horizon, a clump of dark specks hove into view.
On the starting line, Ben Quadinaros finally managed to start
the engines of his racer, all four bulbous monsters roaring to life,
vibrating wildly within their casings. Engines and Pod lurched as
Quadinaros locked in the thrusters. But in the next instant the
energy binders collapsed under the strain, the connecting cables
snapped, and the engines shot off in four separate directions, ex-
ploding against stone walls, rock formations, and low dune
banks. The crowd gasped in shock, shielding eyes and covering
ears as the Pod and Ben Quadinaros collapsed to the racetrack in
a useless heap.
Almost simultaneously Sebulba's racer screamed past the
arena, shooting under the finish arch, and rocketing off on the
start of the second lap. Two other racers followed, their engines

172=================================================TERRY BROOKS

roaring loudly as they whipped past, their colorful metal bodies
agleam in the midday suns.
There was no sign of Anakin.
Qui-Gon kept his eyes closed, searching within his con-
sciousness. Beside him, Shmi and Padme exchanged worried
glances. Jar Jar still hung on Fanta, pounding him on the back
now in excitement as the other grimaced and tried to move away.
Three more racers tore past, the sound of their engines dying
into silence as they faded from view. A fourth, Ody Mandrell,
turned into the pits, the engines of his Pod shaking and smoking
as he screeched to a stop. Pit droids rushed to service the racer,
swarming over the engines. Ody stood up in the cockpit, a big,
squat, reptilian Er'Kit, arms gesturing. But when the engines ig-
nited a new, DUM-4, a pit droid, was standing at the left intake, 
and the engine sucked it inside, chewed it up, and spit it out the
exhaust in a mangled heap.
The crowd went back to their viewscreens, intent on the race.
Then R2-D2, standing with Kitster and C-3PO at the edge
of their station, gave an excited beep.
Qui-Gon's eyes snapped open. "Here he comes!" he ex-
claimed quickly. 
Anakin Skywalker exploded out of the midday glare, the big
Radon- Ulzers howling in fury.
Amid the cheers and shouts of his companions and the
crowd, Qui-Gon Jinn just smiled. Anakin had begun to overtake
the pack.

At the beginning of the second lap, Anakin was in sixth place.
As the race progressed, he was slowly disappearing into the work-
ings of his racer, becoming one with its engines, feeling the strain
and tug on each rivet and screw. Wind whipped by him in a

THE PHANTOM MENACE===============================================173

screaming rush, locking him away in its white noise. There
was only himself and the machine, all speed and response. It was
the way racing affected him, melding his body with the Pod and
engines until he was a part of both. Moment by moment, the
symbiosis deepened, joining them, giving him insights and un-
derstandings that transcended his senses and knowledge, project-
ing him past the present and into a place others could not reach.
Approaching Arch Canyon, he bore down on the leaders,
young face intense. Skimming the flats, he whipped past Aldar
Beedo and sideslipped Clegg Holdfast. To one side, a fast-
closing Ody Mandrell banked too hard over a sandy rise and
caught his engine in the sand. Ody's racer cartwheeled in a spec-
tacular twisting of engines and Pod and exploded apart.
Anakin was only four racers back from Sebulba and could see
the Dug's craft clearly in the distance.
Everything happene4 quickly after that.
The racers whipped tough Arch Canyon and out the other
side in a ragged line, with Anakin narrowing the gap between
himself and the others. Tusken Raiders, hiding in the rocks of the
cliffs that formed the corner of Tusken Turn, got lucky and hit
Teemto Pagalies. Teemto's racer simply exploded and was gone.
Anakin flew through the vaporized wreckage in pursuit of the
others. He passed Elan Mak and Habba Kee in a rush. Ahead,
Mars Guo was closing on Sebulba, wary of the Dug, keeping
down and away, trying to sneak past. Anakin drew nearer to both,
leapfrogging sand dunes in a long depression, easing slowly up
on Mars Guo.
Suddenly Sebulba reached out of his Pod's cockpit and re-
leased a ragged bit of metal directly into Mars Guo's left engine
intake. Metal clashed violently against metal, and the damaged
engine began to spew smoke and fire. Mars tried to hold the

174====================================================TERRY BROOKS

machine steady, but the failing engine bucked and lost power,
causing the Pod to veer sharply into Anakin. The racers collided
in a shriek of metal, and a leading edge of Mars Guo's vertical
stabilizer snagged the Steelton line to Anakin's left engine and
released the binding.
Instantly Anakin's Pod began to swing violently at the end
of its single remaining line, whipsawing back and forth. The
Radon- Ulzers continued to act in concert, locked together by
the energy binders, but the racer was out of control. Anakin
worked the stabilizer pedals with his feet, fighting to hold the
Pod steady as it swung like a pendulum. The unhooked line
snapped viciously in the wake of the engine's exhaust, threaten-
ing to tangle or snag on an outcropping and drag the racer
down. Anakin groped along the floor of his cockpit, searching
for the magnetic retriever. When he found it, he flicked on the
power button and extended the retriever out to the left side, try-
ing to make contact with the loose line. The effort forced him to
pull back on the thruster bars to cut power, and he fell behind
Sebulba once more. Elan Mak, Habba Kee, and now Obitoki as
well swept by him, giving chase to the Dug.
Anakin glanced frantically over his shoulder. The bulk of the
pack was closing on him once more.
After a dozen tries, he finally focused his concentration suffi-
ciently to snag the loose engine line with the retriever and ma-
neuver it back to its hook. Sweat and grit coated his face, and his
jacket sleeve was ripped. Casting down the retriever, he jammed
the thruster bars forward once more. Stabilized at the ends of the
Steelton lines, the Pod held steady now as the Radon-Ulzers
bucked, and the racer accelerated after the leaders.
Anakin caught Elan Mak first and slid around him easily. He
was closing on Habba Kee when Obitoki tried to pass Sebulba.

THE PHANTOM MENACE==============================================175

The Dug waited until his rival had pulled alongside, then used
the same tactic he had employed against Xelbree. Opening a
small side vent in the left exhaust, he sent a gush of fire into the
housing of Obitoki's right engine. Fuel in the lines caught fire
and exploded, and Obitoki's racer dived nose first into the
desert, sending a wide spray of grit everywhere.
Habba Kee flew into it just ahead of Anakin, low and tight to
the ground. Momentarily blinded, he swerved the wrong way
and caught a piece of one of Obitoki's engines where it jutted
from the sand. Engines and Pod tangled and crashed in wild ex-
plosion. Anakin followed Habba Kee into the smoke and grit,
blinded as well. A piece of steaming metal flew at him out of the
haze, careening off his right engine housing and barely missing
his head. But the boy was seeing with more than his eyes, sensing
with his mind, calm and steady within himself. He could feel the
danger waiting, and he worked the thruster bars smoothly, slid-
ing past the wreckage.
Then he was in the clear again and bearing down on Sebulba.
He caught the Dug as they screamed past the arena and un-
der the finish arch for the start of the third and final lap.
In his mind, Anakin could see Qui-Gon and Jar Jar watching
him; Kitster, standing in the crew pits, his friend cheering wildly,
and R2-D2 and C-3PO, the (ormer beeping, the latter nattering
back at him in response; Padme, her beautiful face framed with
worry; and his mother, her eyes filled with terror. He could see
them all, as if he were standing among them, standing outside
himself, watching the race. ..
He blocked their faces away, banished the images from his
thoughts, and focused everything on Sebulba.
They were speeding out of Arch Canyon when Sebulba de-
cided to put an end to Anakin once and for all. The Dug knew

176 ===============================================TERRY BROOKS

where all the droid observation cams were situated. He knew the
angles of placement and how to avoid giving himself away. 
Swinging his racer close to Anakin's, he opened the side vent on 
his exhaust and tried to scorch the boy's engine housing as he
had done with Xelbree and Obitoki. But Anakin had fallen victim
to that particular trick once before and was looking for it this
time. He shifted just above the cutting flame and out of reach.
When Sebulba tried to follow, Anakin dropped down again-but
too far, momentarily losing control. His racer veered from the
course right into a line of warning signs, sending them flying in
all directions. Desperate to recover, he lifted the nose of his craft
skyward, jammed his thruster bars forward, and accelerated. The
Radon-Ulzers boomed, his racer gave a frightening lurch, and
he leapfrogged right over Sebulba to take the lead.
Down through the first set of caves and past Tusken Turn the
racers tore, Anakin leading, Sebulba right on his tail. At speeds
too great for maintaining proper control, the antagonists banked
and angled as if safety were of no importance at all.
And finally burst into the clear once more.
Again, Sebulba tried to regain the lead, pushing for an open-
ing. Anakin held him off, but then one of the horizontal stabiliz-
ers on the left engine began to shudder violently. A momentary
vision of Sebulba hammering on his stabilizer just before the
start of the race flashed through Anakin's mind. He eased off on
the thruster bars, jettisoned the stabilizer, and switched to an
auxiliary mount. In the process, he was forced to give way. Se-
bulba raced past him to take command of the lead once more.
Time and space were running out on Anakin Skywalker. He
shoved the thruster bars forward and went after the Dug. Se-
bulba saw him coming and fishtailed his Pod back and forth in
front of the boy to keep him from passing. Over the courseway

THE PHANTOM MENACE==============================================177

they sped, jockeying for position. Anakin tried everything he
knew, but Sebulba was a seasoned veteran and was able to
counter each attempt. Metta Drop flew past as the racers roared
out of the dune hills and onto the final stretch of flats.
Finally Anakin shifted left, then right. But this time when Se-
bulba moved to block him, Anakin faked a third shift, drawing
the Dug left again. The instant Sebulba began his blocking
move, Anakin jerked his racer hard to the right and nosed in Ibe-
side the Dug.
Down the flat, open final stretch of the course the Podracers
tore, side by side, the arena stands and warding statuary begin-
ning to take shape ahead. Sebulba screamed in frustration and
deliberately swerved his Pod into Anakin's. Infuriated by the
boy's dogged persistence, he slammed into him, once, twice. But
on the third strike, their steering rods caught, locking them to-
gether. Anakin fought with his controls, trying to break free, but
the Pods were hooked fast. Sebulba laughed, jamming his racer
against the boy's in an effort to force him into the ground.
Anakin whipped the thruster bars forward and back, trying to
disengage from the tangle. The Radon-Ulzers strained with the
effort, and the steering rods groaned and bent.
Finally Anakin's rod broke completely, snapping offboth the
armature and the main horizontal stabilizer. The boy's Pod
jerked and spun at the ends of the Steelton cables, shimmying
with such force that Anakin would have been thrown from the
Pod if he had not been strapped down.
But it was much worse for Sebulba. When Anakin's steering
arm snapped, the Dug's Pod shot forward as if catapulted, col-
lapsing the towlines, sending the engines screaming out of con-
trol. One engine slammed into a piece of the ancient statuary and
disintegrated in flames. Then the second went, ramming into the

178===============================================TERRY BROOKS

sand and exploding in a massive fireball. The towing cables broke
free, and the Dug's Pod was sent skidding through the flaming
wreckage of the engines, twisting and bumping violently along
the desert floor to a smoking stop. Sebulba extricated himself in a
shrieking fit, throwing pieces of his ruined Pod in all directions
only to discover that his pants were on fire.
Anakin Skywalker flew overhead, the exhausts from the big
Radon-Ulzers sending sand and grit into the Dug's face in a
stinging spray. Hanging on to maintain control as he crossed the
finish line, he became, at nine years of age, the youngest winner
ever of the Boonta Eve race.

--==========14=========--

	As the viewing platform he occupied with Shmi, Padme,
and Jar Jar slowly lowered, Qui-Gon watched the crowd surge
toward Anakin's racer. The boy had brought the Pod to a skid-
ding halt in the center of the raceway, shut down the Radon-
Ulzers, and climbed out. Kitster had already reached him and
was hugging him tightly, and R2-D2 and C-3PO were scuttling
around them both. When the crowd converged moments later,
they hoisted Anakin aloft and carried him away, chanting and
shouting his name.
Qui-Gon exchanged a warm smile with Shmi, nodding his
approval of the boy's performance. Anakin Skywalker was special
indeed.
The viewing platform settled in place smoothly, and its occu-
pants off-loaded onto the raceway in a rush. Allowing his com-
panions to join the celebration, the Jedi Master turned back
toward the stands. Ascending the stairways swiftly, he reached
Watto's private box in minutes. A knot of aliens departed just in
front of him, laughing and joking in several languages, counting

180==============================================TERRY BROOKS

fistfuls of currency and credits. Watto was staring out at the
chanting crowd, hovering at the edge of the viewport, a dejected
look on his wrinkled blue face.
The moment he caught sight of Qui-Gon, his dejection
transformed, and he flew at the Jedi Master in undisguised fury.
"You! You swindled me!" He bounced in the air in front of
Qui-Gon, shaking with rage. "You knew the boy was going to
win! Somehow you knew it! I lost everything!"
Qui-Gon smiled benignly. "Whenever you gamble, my friend,
eventually you'll lose. Today wasn't your day." The smile dropped
away. "Bring the hyperdrive parts to the main hangar right away.
I'll come by your shop later so you can release the boy."
The Toydarian shoved his snout against Qui-Gon's nose.
"You can't have him! It wasn't a fair bet!"
Qui-Gon looked him up and down with a chilly stare.
"Would you like to discuss it with the Hutts? I'm sure they
would be happy to settle the matter."
Watto jerked as if stung, his beady eyes filled with hate. "No,
no! I want no more of your tricks." He gestured emphatically.
"Take the boy! Be gone!"
He wheeled away and flew out of the box, body hunched be-
neath madly beating wings. Qui-Gon watched him depart, then
started down the stairs for the racetrack, his mind already turning
to other things.
Had he not been so preoccupied with his plans for what lay
ahead, he might have caught sight of the Sith probe droid trail-
ing after.

Within an hour, the arena had emptied, the racers had been
stored or hauled away for repairs, and the main hangar left al-

THE PHANTOM MENACE===========================================181

most deserted. A few pit droids were still engaged in salvaging
pieces of wreckage from the race, corning and going in steady
pursuit of their work. Anakin alone of the Pod pilots remained,
checking over his damaged racer. He was dirty and ragged, his
hair spiky and his face streaked with sweat and grime. His jacket
was torn in several places, and there was blood on his clothing
where he had slashed his arm on a jagged piece of metal during
the battle with Sebulba.
Qui-Gon watched him thoughtfully, standing to one side
with Padme and Shrni as the boy, Jar Jar, R2-D2, and C-3PO
moved busily over the Pod and engines. Could it be? he was
wondering for what must have been the hundredth time, pon-
dering the way the boy handled a Podracer, the maturity he ex-
hibited, and the instincts he possessed. Was it possible?
He shelved his questions for another time. It would be up to
the Council to decide. Abruptly, he left the women, walking over
to the boy and kneeling beside him.
"You're a bit worse for wear, Annie," he said softly, placing
his hands on the boy's shoulders and looking him in the eyes,
"but you did well." Smiling reassuringly, he wiped a patch of dirt
off the boy's face. "There, good as new."
He ruffled the boy's unruly hair and helped bind his injured
arm. Shrni and Padme joined them and were moved to give
Anakin fresh hugs and kisses, checking him over carefully, touch-
ing his cheeks and forehead.
"Ah, gee... enough of this," the boy mumbled in
embarrassment.
His mother smiled, shaking her head. "It's so wonderful,
Arniie--what you've done here. Do you know? You've brought
hope to those who have none. I'm so very proud of you."

182===============================================TERRY BROOKS

"We owe you everything," Padme added quickly, giving him
an intense, warm look.
Anakin blushed scarlet. "Just feeling this good is worth any-
thing," he declared, smiling back.
Qui-Gon walked over to where the hyperdrive parts were
loaded on an antigrav repulsorsled harnessed to a pair of eopies.
Watto had made delivery as promised, though not without con-
siderable grumbling and a barrage of thinly veiled threats. Qui-
Gon checked the container straps, glanced out into the midday
heat, and walked back to the others.
"Padme, Jar Jar, let's go," he ordered abruptly. "We've got
to get these parts back to the ship."
The group moved over to the eopies, laughing and talking.
Padme hugged and kissed Anakin again, then climbed onto one
of the eopies behind Qui-Gon, taking hold of his waist. Jar Jar
swung onto the second animal and promptly slid off the other
side, collapsing in a heap. R2- D2 beeped encouragingly as the
Gungan tried again, this time managing to keep his seat. Good-
byes and thank-yous were exchanged, but it was an awkward
moment for Anakin. He looked as ifhe.'wanted to say something
to Padme, moving up beside her momentarily, staring up at her
expectantly. But all he could manage was a sad, confused look.
Slowly, the eopies began to move off, Anakin and his mother
standing with C-3PO, waving after.
"I'll return the eopies by midday," Qui-Gon promised, call-
ing over his shoulder.
Padme did not look back at all.
Qui-Gon Jinn and company rode out of Mos Espa into the
Tatooine desert, R2- D2 leading the way, rolling along in front of
the eopies and sled at a steady pace. The suns were rising quickly 

THE PHANTOM MENACE=============================================183

to a midday position in the sky, and the heat rose off the sand in
waves. But the journey back to the Queen's transport was ac-
complished swiftly and without incident.
Obi-Wan was waiting for them, appearing down $e ramp-
way as soon as they neared, his youthful face intense. "I was
getting worried," he announced without preamble.
Qui-Gon dismounted, then helped Padme down. "Start get-
ting this hyperdrive generator installed," he ordered. "I'm going
back. I have some unfinished business."
"Business?" his protege echoed, arching one eyebrow.
"I won't be long."
Obi-Wan studied him a moment, then sighed. "Why do I
sense we've picked up another stray?"
Qui-Gon took his arm and moved him away from the others.
"It's the boy who's responsible for getting us these parts." He
paused. "The boy whose blood sample you ran the midi-chlorian
test on last night."
Obi-Wan gave him a hard, steady look, then turned away.
On a rise overlooking the spacecraft, hidden in the glare of
the suns and the ripple of the dunes, the Sith probe droid hung
motionless for a final transmission, then quickly sped away.

Anakin walked home with his mother and C-3PO, still
wrapped in the euphoria of his victory, but wrestling as well with
his sadness over the departure of Padme. He hadn't thought
about what would happen to her if he won the Boonta Eve, that
it would mean Qlli-Gon would secure the hyperdrive generator
he needed to make their transport functional. So when she bent
to kiss and hug him good-bye, it was the first time he had given
the matter any serious thought since her arrival. He was stunned,

184==================================================TERRY BROOKS

caught in a mix of emotions, and all of a sudden he wanted to tell
her to stay. But he couldn't bring himself to speak the words,
knowing how foolish they would sound, realizing she couldn't
do so in any case.
So he stood there like a droid without its vocoder, watching
her ride away behind Qui-Gon, thinking it might well be the last
time he would ever see her, and wondering how he was going to
live with himself if it was.
Unable to sit still once he had walked his mother to their
home, he placed C-3PO back in his bedroom, deactivated him,
and went out again. Qui-Gon had told him he was relieved of
any work today at Watto's, so he pretty much could do what he
wanted until the Jedi returned. He gave no thought to what
would happen then, wandering down toward Mos Espa Way,
waving as his name was shouted out from every quarter on his
journey, basking in the glow of his success. He still couldn't quite
believe it, and yet it felt as if he had always known he would win
this race. Kitster appeared, then Arnee and Wald, and soon he
was surrounded by a dozen others;:::
He was just approaching the connector to Mos Espa Way
when a Rodian youngster, bigger than himself, blocked his way.
Anakin had cheated, the Rodian sneered. He couldn't have won
the Boonta Eve any other way. No slave could win anything.
Anakin was on top of him so fast the bigger being barely had
time to put up his arms in defense before he was on the ground.
Anakin was hitting him as hard and fast as he could, not thinking
about anything but how angry he was, not even aware that the
source of his anger had nothing to do with his victim and every-
thing to do with losing Padme.
Then Qui-Gon, returned by now with the eopies, was loom-

THE PHANTOM MENACE=============================================185

ing over him. He pulled Anakin away, separating the two fighters,
and demanded to know what this was all about. Somewhat
sheepishly, but still angry, Anakin told him. Qui-Gon studied
him carefully, disappointment registering on his broad features.
He fixed the young Rodian with his gaze and asked him ifhe still
believed Anakin had cheated. The youngster, glowering at Anakin,
said he did.
Qui-Gon put his hand on Anakin's shoulder and steered him
away from the crowd, not saying anything until they were out of
hearing.
"You know, Annie," he said then, his deep voice thoughtful,
"fighting didn't change his opinion. The opinions of others,
whether you agree with them or not, are something you have to
learn to tolerate."
He walked the boy back toward his home, counseling him
quietly about the way life worked, hand resting on his shoulder
in a way that made Anakin feel comforted. As they neared the
boy's home, the Jedi reached beneath his poncho and produced
a leather pouch filled with credits.
"These are yours," he announced. "1 sold the Pod." He
pursed his lips. "To a particularly surly and rather insistent
Dug."
Anakin accepted the bag, grinning broadly, the fight and its
cause forgotten.
He ran up the steps to his door and burst through, Qui-Gon
following silently. "Mom, Mom!" he cried out as she appeared to
greet him. "Guess what! Qui-Gon sold the Pod! Look at all the
money we have!"
He produced the leather pouch and dropped it into her
hands, enjoying the startled look on her face. "Oh, my goodness!"

186==================================================TERRY BROOKS

she breathed softly, staring down at the bulging pouch. "Annie,
that's wonderful!"
Her eyes lifted quickly to meet Qui-Gon's. The Jedi stepped
forward, holding her gaze.
"Annie has been freed," he said.
The boy's eyes went wide. "What?"
Qui-Gon glanced down at him. "You are no longer a slave."
Shrni Skywalker stared at the Jedi in disbelief, her worn face
rigid, her eyes mirroring her shock and disbelief.
"Mom? Did you hear that, Mom?" Anakin let out a whoop
and jumped as high as he could manage. It wasn't possible! But
he knew it was true, knew that it really was!
He managed to collect himself. "Was that part of the prize,
or what?" he asked, grinning.
Qui-Gon grinned back. "Let's just say WallO learned an im-
portant lesson about gambling."
Shrni Skywalker was shaking her head, still stunned by the
news, still working it through. But the sight of Anakin's face
made everything come clear for her in an instant. She reached
out to him and pressed him to her.
"Now you can make your dreams come true, Annie,"
she whispered, her face radiant as she touched his cheek.
"You're free."
She released him and turned to Qui-Gon, her eyes bright and
expectant. "Will you take him with you? Is he to become a Jedi?"
Anakin beamed at the suggestion, wheeling quickly on Qui-
Gon, waiting for his answer.
The Jedi Master hesitated. "Our meeting was not a coinci-
dence. Nothing happens by accident. You are strong with the
Force, Annie, but you may not be accepted by the Council."
Anakin heard what he wanted to hear, blocking away every-

THE PHANTOM MENACE==============================================187

thing else, seeing the possibilities that had fueled his hopes and
dreams for so long come alive in a single moment.
"A Jedi!" he gasped. "You mean I get to go with you in  your
starship and everything!"
And be with Padme again! The thought struck him like a
thunderbolt, wrapping him in such expectancy that it was all he
could do to listen to what the J edi Master said next.
Qui-Gon knelt before the boy, his face somber. "Anakin,
training to be a Jedi will not be easy. It will be a challenge. And if
you succeed, it will be a hard life."
Anakin shook his head quickly. "But it's what I want! It's
what I've always dreamed about!" He looked quickly to his
mother. "Can I go, Mom?"
But Qui-Gon drew him back with a touch. "This path has
been placed before you, Annie. The choice to take it must be
yours alone."
The man and the boy stared at each other. A mix of emotions
roiled through Anakin, threatening to sweep him away, but at
their forefront was the happiness he felt at finding the thing he
wanted most in all the world within reach-to be a Jedi, to jour-
ney down the space lanes of the galaxy.
He glanced quickly at his mother, at her worn, accepting
face, seeing in her eyes that in this, as in all things, she wanted
what was best for him.
His gaze returned to Qui-Gon. "I want to go," he said.
"Then pack your things," the Jedi Master advised. "We
haven't much time."
"Yippee!" the boy shouted, jumping up and down, anxious
already to be on his way. He rushed to his mother and hugged
her as hard as he could manage, then broke away for his bedroom.
He was almost to the doorway when he realized he had

188=================================================TERRY BROOKS

forgotten something. A chill swept through him as he wheeled
back to Qui-Gon. "What about Mom?" he asked hurriedly, eyes
darting from one to the other. "Is she free, too? You're coming,
aren't you, Mom?"
Qui-Gon and his mother exchanged a worried glance, and he
knew the answer before the Jedi spoke the words. "I tried to free
your mother, Annie, but Watto wouldn't have it. Slaves give sta-
tus and lend prestige to their owners here on Tatooine."
The boy felt his chest and throat tighten. "But the money
from selling. .."
Qui-Gon shook his head. "It's not nearly enough."
There was a hushed silence, and then Shrni Skywalker came
to her son and sat down in a chair next t6 him, taking both of his
hands in hers and drawing him close. Her eyes were steady as she
looked into his.
"Annie, my place is here," she said quietly. "My future is
here. It is time for you to let go ...to let go of me. I cannot go
with you."
The boy swallowed hard. "I want to stay with you, then. I
don't want things to change."
She gave him an encouraging smile, her brow knitting. "You
can't stop change any more than you can stop the suns from set-
ting. Listen to your feelings, Annie. You know what's right."
Anakin Skywalker took a long, slow breath and dropped
his gaze, his head lowering. Everything was corning apart inside,
all the happiness melting away, all the expectancy fading. But
then he felt his mother's hands tighten over his own, and in
her touch he found the strength he needed to do what he knew
he must.
Nevertheless, his eyes were brimming as he lifted his gaze once
more. "I'm going to miss you so much, Mom," he whispered.

THE PHANTOM MENACE==========================================189

His mother nodded. "I love you, Annie." She released his
hands. "Now, hurry."
Anakin gave her a quick, hard hug, and raced from the room,
tears streaking his face.

Once within his own room, Anakin stood staring about in
sudden bewilderment. He was leaving, and he did not know
when he would be coming back. He had never been anywhere
but here, never known anyone but the people of Mos Espa and
those who came to trade with them. He had dreamed about
other worlds and other lives, about becoming a pilot of a main-
line ship, and about becoming a Jedi. But the impact of what it
actually meant to be standing at the threshold of an embarkation
to the life he had so often wished for was overwhelming.
He found himself thinking of the old spacer, telling him that
he wouldn't be surprised at all if Anakin Skywalker became some-
thing more than a slave. He had wanted that more than any-
thing, had hoped with all his heart for it to happen.
But he had never, ever considered the possibility he would
have to leave his mother behind.
He wiped the tears from his eyes, fighting back new ones,
hearing his mother's and Qui-Gon's voices from the other room.
"Thank you," his mother was saying softly.
"I will watch after him. You have my word." The Jedi's deep
voice was warm and reassuring. "Will you be all right?"
Anakin couldn't hear her reply. But then she said, "He was in
my life for such a short time. .."
She trailed off, distracted. Anakin forced himself to quit lis-
tening, and he began pulling clothes out and stuffing them into a
backpack. He didn't have much, and it didn't take him long. He
looked about for anything of importance he might have missed,

190==================================================TERRY BROOKS

and his eyes settled on C-3PO, sitting motionless on the work-
bench. He walked over to the protocol droid and switched him
on. C-3PO cocked his head and looked at the boy blankly.
"Well, Threepio, I'm leaving," Anakin said solemnly. "I'm
free. I'm going away, in a starship ..."
He didn't know what else to say. The droid cocked his head.
"Well, Master Anakin, you are my maker, and-I,~sh you well. Al-
though I'd like it better if I were a little less naked."
The boy sighed and nodded. "I'm sorry I wasn't able to fin-
ish you, Threepio-to give you coverings and all. I'm going to
miss working on you. You've been a great pal. I'll make sure
Mom doesn't sell you or anything. Bye!"
He snatched up his backpack and rushed from the room,
hearing C-3PO call after him plaintively, "Sell me?"

He said good-bye to his mother, braver now, more deter-
mined, and walked out the door with Qui-Gon, his course of
action settled. He had gotten barely a dozen meters from his
home when Kitster, who had trailed them back from the fight,
came rushing up to him.
"Where are you going, Annie?" his friend asked doubtfully.
Anakin took a deep breath. "I've been freed, Kitster. I'm
going away with Qui-Gon. On a spaceship."
Kitster's eyes went wide, and his mouth opened in a silent
exclamation. Anakin fished in his pockets and came out with a
handful of credits, which he shoved at his friend. "Here. These
are for you."
Kitster's dark face looked down at the credits, then back up
at Anakin. "Do you have to go, Annie? Do you have to? Can't
you stay? Annie, you're a hero!"

THE PHANTOM MENACE=========================================191

Anakin swallowed hard. "I ..." He glanced past Kitster
to his mother, still standing in the doorway looking after him,
then down to where Qui-Gon was waiting. He shook his head.
"I can't."
Kitster nodded. "Well."
"Well," Anakin repeated, looking at him.
"Thanks for everything, Annie," the other boy said. There
were tears in his eyes as he accepted the credits. "You're my best
friend."
Anakin bit his lip. "I won't forget."
He hugged Kitster impulsively, then broke away and raced
toward Qui-Gon. But before he reached him, he glanced back
one more time at his mother. Seeing her standing in the doorway
brought him about. He stood there momentarily, undecided,
conflicting emotions tearing at him. Then his already shaky re-
solve collapsed altogether, and he raced back to her. By the time
he reached her, he was crying freely.
"I can't do it, Mom," he whispered, clinging to her. "I just
can't!"
He was shaking, wracked with sobs, disintegrating inside so
quickly that all he could think about was holding on to her. Shmi
let him do so for a moment, comforting him with her warmth,
then backed him away.
She knelt before him, her worn face solemn. "Annie, remem-
ber when you climbed that dune in order to chase the banthas
away so they wouldn't be shot? You were only five. Remember
how you-collapsed several times in the heat, exhausted, thinking
you couldn't do it, that it was too hard?"
Anakin nodded, his face streaked with tears.
Shmi held his gaze. "This is one of those times when you I

192===================================================TERRY BROOKS

have to do something you don't think you can do. But I know
how strong you are, Annie. I know you can do this."
The boy swallowed his tears, thinking she was wrong, he was
not strong at all, but knowing, too, she had decided he must go,
even if he found it hard, even if he resisted.
"Will I ever see you again?" he asked in desperation, giving
voice to the worst of his fears.
"What does your heart tell you?" she asked quietly.
Anakin shook his head doubtfully. "I don't know. Yes, I
guess."
His mother nodded. "Then it will happen, Annie."
Anakin took a deep breath to steady himself. He had stopped
crying now, and he wiped the dampness of his tears from his face.
"I will become a Jedi," he declared in a small voice. "And I
will come back and free you, Mom. I promise."
"No matter where you are, my love will be with you," Shmi
told him, her kind face bent close to his. "Now be brave, and
don't look back."
"I love you, Mom," Anakin said.
She hugged him one final time, then turned him around so
he was facing away from her. "Don't look back, Annie," she
whispered.
She gave him a small push, and he strode determinedly away,
shouldering his pack, keeping his eyes fixed on a point well past
where Qui-Gon stood waiting. He walked toward that point
without slowing, marching right past the Jedi Master, fighting
back the tears that threatened to come yet again. It took only a
few minutes, and his mother and his home were behind him.

They went to Watto's shop first, where the Toydarian had
completed the forms necessary to assure Anakin's freedom. The

THE PHANTOM MENACE=============================================193

transmitter that bound Anakin to his life of slavery was deacti-
vated permanently. It would be removed surgically at a later date.
Watto was still grumbling about the unfairness of things as they
left him and went back out into the street.
From there, at Anakin's urging, they walked to Jira's fruit
stand a short distance away. Anakin, much recovered from the
trauma of leaving his mother, marched up to the old woman and
put a handful of credits into her frail hands.
"I've been freed, Jira," he told her, a determined set to his
jaw. "I'm going away. Use these for that cooling unit I promised
you. Otherwise, I'll worry."
Jira looked at the credits in disbelief. She shook her white
head. "Can I give you a hug?" she asked him softly. She reached
out for him, drawing him against her thin body, her eyes closing
as she held him. "I'll miss you, Annie," she said, releasing him.
"There isn't a kinder boy in the galaxy. You be careful."
He left her in a rush, racing after Qui-Gon, who was already
moving away, anxious to get going. They walked in silence down
a series of side streets, the boy's eyes taking in familiar sights he
would not soon see again, remembering his life here, saying
good-bye.
He was lost in his own thoughts when Qui-Gon swung
about with such swiftness it caught the boy completely by sur-
prise. Down swept the Jedi's lightsaber in a brilliant arc, cutting
through the shadows between two buildings, clashing momen-
tarily with something made of metal that shattered in the wake of
the weapon's passing.
Qui-Gon clicked off the lightsaber and knelt to inspect
a cluster of metal parts still sparking and fizzing in the sand.
The acrid smell of ozone and burning insulation hung in the dry
air.
194===================================================TERRY BROOKS

"What is it?" the boy asked, peering over his shoulder.
Qui-Gon rose. "Probe droid. Very unusual. Not like any-
thing I've seen before." He glanced about worriedly, eyes sharp
and bright as he cast up and down the street.
"Come on, Annie," he ordered, and they moved quickly
away. 

---===~=15:===-

Qui-GOD Jinn took the boy out ofMos Espa swiftly, hurry-
ing through the crowded streets to the less populated outskirts.
All the while, his eyes and mind were searching, the former the
landscape ofTatooine, the latter the landscape of the Force. His
instincts had alerted him to the presence of the probe droid
tracking them, and his Jedi training in the ways of the Force
warned him now of something far more dangerous. He could
feel a shifting in the balance of things that suggested an intrusion
on the harmony that the Force required, a dark weight descend-
ing like a massive stone.
Once out on the desert, in the open, he picked up the pace.
The Queen's transport came into view, a dark shape just ahead, a
haven of safety. He heard Anakin call out to him, the boy work-
ing hard to keep up, but beginning to fall behind.
Glancing over his shoulder to give his response and offer en-
couragement, he caught sight of the speeder and its dark-cloaked
rider bearing down on them.
"Drop, Anakin!" he shouted, wheeling about.

196===============================================TERRY BROOKS

The boy threw himself facedown, flattening against the sand
as the speeder whipped overhead, barely missing him as it bore
down on Qui-Gon. The Jedi Master already had his lightsaber
out, the blade activated, the weapon held before him in two
hands. The speeder came at him, a saddle-shaped vehicle with no
weapons in evidence, made to rely on quickness and maneuver-
ability rather than firepower. It was like nothing the Jedi had ever
seen, but vaguely reminiscent of something dead and gone.
Its rider rode out of the glare of the suns and was revealed. 
Bold markings of red and black covered a demonic face in
strange, jagged patterns beneath a crown of stunted horns encir-
cling its head. Man-shaped and humanoid, his slitted eyes and
hooked teeth were nevertheless feral and predatory, and his how
was a hunter's challenge to his prey.
The primal scream had barely sounded before he was on top
of Qui-Gon, wheeling the speeder aside deftly at the last mo-
ment, closing offits thruster, and leaping from the seat, all in one
swift movement. He carried a lightsaber of another make, and
the weapon was cutting at the Jedi Master even before the at-
tacker's feet had touched the ground. Qui-Gon, surprised by the
other's quickness and ferocity, barely blocked the blow with his
own weapon, the blades sliding apart with a harsh rasp. The at-
tacker spun away in a whirl of dark clothing, then attacked anew,
lightsaber slashing at his intended prey, face alight with a killing
frenzy that promised no quarter.
Anakin was back on his feet, staring at them, clearly unable to
decide what he should do. Fighting to hold his ground, Qui-
Gon caught sight ofhim out of the corner of his eye.
"Annie! Get out of here!" he cried out.
His attacker closed with him again, forcing him back, striking

THE PHANTOM MENACE============================================197

at him from every angle. Even without knowing anything else,
Qui-Gon knew this man was trained in the fighting arts of a
Jedi, a skilled and dangerous adversary. Worse, he was younger,
quicker, and stronger than Qui-Gon, and he was gaining ground
rapidly. The J edi Master blocked him again and again, but could
not find an opening that would provide any chance of escape.
"Annie!" he screamed again, seeing the boy immobilized.
"Get to the ship! Tell them to take om Go, go!"
Hammering at the demonic-faced attacker with renewed de-
termination, Qui-Gon Jinn saw the boy at last begin to run.

In a rush of emotion dominated by fear and doubt, Anakin
Skywalker raced past the combatants for the Naboo spacecraft. It
sat not three hundred meters away, metal skin gleaming dully in 
the afternoon sunlight. Its loading ramp was down, but there 
was no sign of its occupants. Anakin ran faster, sweat streaking 
his body. He could feel his heart hammering in his chest as he
reached the ramp and bounded onto the ship. 
Just inside the hatchway, he found Padme and a dark-skinned
man in uniform coming toward him. When Padme caught sight
of him, her eyes went wide. 
"Qui-Gon's in trouble!" the boy blurted out, gasping for 
breath. "He says to take om Now!"
The man stared, eyes questioning and suspicious. "Who are
you?" he demanded.
But Padme was already moving, seizing Anakin by the arm,
pulling him toward the front of the spacecraft. "He's a friend,"
she answered, leading the way forward. "Hurry, Captain."
They rushed down the hallway into the cockpit, Anakin try-
ing to tell the girl what had happened, his words tumbling over

198==================================================TERRY BROOKS

one another, his face flushed and anxious. Padrne moved him
along in a no-nonsense way, nodding her understanding, telling
him to hurry, taking charge of everything.
When they reached the cockpit, they found two more men at
work checking out the craft's control panel. They turned at the
approach of Anakin and his companions. One wore a pilot's in-
signia on the breast of his jacket. The second, Anakin was quite
certain from the cut of his hair and the look of his clothing, was
another Jedi.
"Qui-Gon is in trouble," Padrne announced quickly.
"He says to take off," Anakin added in support.
The Jedi was on his feet at once. He was much younger than
Qui-Gon, his face smooth, his eyes intense, his hair cut short save
for a single braided pigtail that fell over his right shoulder.
"Where is he?" he demanded. Then, without waiting for an an-
swer, he wheeled back to the viewport and began scanning the
empty flats.
"I don't see anything," the pilot said, peering over his
shoulder.
"Over there!" The sharp eyes of the Jedi caught sight of
movement just at the corner of the port. "Get us into the air and
over there! Now! Fly low!" 
The man called Ric threw himself into the pilot's seat, while '.
the others, Anakin included, scrambled to find seats. The big re- '
pulsorlifts kicked in with a low growl, the rampway sealed, and
the sleek transport rose and wheeled smoothly about.
"There," the Jedi breathed, pointing.
They could see Qui-Gon Jinn now, engaged in battle with
the dark-garbed, demonic figure. The combatants surged back
and forth across the flats, lightsabers flashing brightly with each
blow struck, sand and grit swirling in all directions. Qui-Gon's

THE PHANTOM MENACE===============================================199

long hair streamed out behind him in sharp contrast to the
smooth horned head of his adversary. The pilot Ric took the
spacecraft toward them quickly, skimming the ground barely
higher than a speeder bike, coming in from behind the attacker.
Anakin held his breath as they closed on the fighters. Ric's hand
slid over the control that would lower the ramp, easing it for-
ward carefully.
"Stand by," he ordered, freezing them all in place as he
swung the ship about.
The combatants disappeared in a fresh swirl of sand and
the glare ofTatooine's twin suns. All eyes shifted quickly to the
viewscreens, searching desperately.
Then Qui-Gon appeared, leaping onto the lowered rampway
of the transport, gaining purchase, one hand grasping a strut for
support. Ric hissed in approval and fought to hold the spacecraft
steady. But the horned attacker was already in pursuit, racing out
of the haze and leaping onto the ramp as the ship began to rise.
Balanced precariously against the sway of the ship, eyes flaring in
rage, he fought to keep his footing.
Qui-Gon attacked at once, rushing the other man, closing
with him at the edge of the ramp. They were twenty meters into
the air by now, the pilot holding the spacecraft steady as he saw
the combatants come to grips yet again, afraid to go higher while
Qui-Gon was exposed. The Jedi Master and his adversary filled
the viewscreen commanding the rampway entrance, faces tight
with determination and streaked with sweat.
"Qui-Gon," Anakin heard the second Jedi say quietly, des-
perately, watching the battle for just a moment more, then tear-
ing his eyes away from the viewscreen and racing down the open
corridor.
On the screen, Anakin watched Qui-Gon Jinn step back,

200==================================================TERRY BROOKS

level his lightsaber, and swing a powerful, two-handed blow at
his attacker. The horned man blocked it, but only barely, and in
the process lost his balance completely. The blow's force swept
him away, clear of the ramp and off into space. He dropped back
toward the desert floor, landed in a crouch, and rose instantly to
his feet. But the chase was over. He stood watching in frustra-
tion, yellow eyes aflame, as the ramp to the Queen's transport
closed and the spacecraft rocketed away.

Qui-Gon had barely managed to scramble up the rampway
and into the interior of the ship before the hatch sealed and the
Nubian began to accelerate. He lay on the cool metal floor of the
entry, his clothing dusty and damp with his sweat, his body
bruised and battered. He breathed deeply, waiting for his pound-
ing heart to quiet. He had barely escaped with his life, and the
thought was worrisome. His opponent was strong and had tested
him severely. He was getting old, he decided, and he did not like
the feeling.
Obi-Wan and Anakin rushed down the hallway to help him
to his feet, and it was hard to tell which of them looked the more
worried. It made him smile in spite of himself.
The boy spoke first. "Are you all right?" he asked, his young
face mirroring his concern.
Qui-Gon nodded, brushing himself off. "I think so. That
was a surprise I won't soon forget."
"What sort of creature was it?" Obi-Wan pressed, brow fur-
rowed darkly. He wants to go back and pick up where I left off,
Qui-Gon thought.
The Jedi Master shook his head. "I'm not sure. Whoever or
whatever he was, he was trained in the Jedi arts. My guess is he
was after the Queen."

THE PHANTOM MENACE===============================================201

"Do you think he'll follow us?" Anakin asked quickly.
"We'll be safe enough once we're in hyperspace," Qui-Gon
replied, sidestepping the question. "But I have no doubt he
knows our destination. If he found us once, he can find us
again."
The boy's brow furrowed. "What are we going to do about it?"
At this point, Obi-Wan turned to stare at the boy, giving
him a look that demanded in no uncertain terms, What do you
mean, "we"? The boy caught the look and stared back at him,
expressionless.
"We will be patient," Qui-Gon advised, straightening him-
self, drawing their attention back to him. "Anakin Skywalker,
meet Obi-Wan Kenobi."
The boy beamed. "Pleased to meet you. Wow! You're a Jedi
Knight, too, aren't you?"
The younger Jedi looked from the boy to Qui-Gon and
rolled his eyes in despair.
From the entry, they made their way back down the hall to
the cockpit, where Ric Olie was at work preparing the ship
for the jump to hyperspace. Qui-Gon introduced Anakin to each
of those present, then moved to the console to stand next to Ric. '
"Ready," the pilot announced over his shoulder, one eye-
brow cocked expectantly.
Qui-Gon nodded. "Let's hope the hyperdrive works and
Watto doesn't get the last laugh."
Standing in a group behind Ric, the company watched
silently as he fitted his hands to the controls and engaged the
hyperdrive. There was a quick, sharp whine, and the stars that
filled the viewport turned from silver pinpricks to long streamers
as the ship streaked smoothly into hyperspace, leaving Tatooine
behind.

202=======================================================TERRY BROOKS

* * *
	Night layover the planet ofNaboo, but the silence ofTheed
exceeded even that normally experienced by those anticipat-
ing sleep. In the ornately appointed throne room that had once
been the sole province of Queen Amidala, a strange collection
of creatures gathered to witness the sentencing of Governor
Sio Bibble. Trade Federation Viceroy Nute Gunray had con-
vened the assembled, which consisted of Rune Haako and several
other Neimoidians, the governor and a handful of officials in the
Queen's service, and a vast array of battle droids armed with
blasters to keep the Naboo prisoners in line.
The Neimoidian was seated in a mechno-chair, a robotic
walker that bore him from one part of the room to another,
metal legs moving in response to a simple touch of his fingers. It
carried him to Sio Bibble and the Naboo officials now, jointed
armatures working in careful precision, allowing him to remain
relaxed and comfortable as he took note of the fear in the eyes of
the officials backing Bibble.
he governor was having none of it, however. Steadfast even
now, he faced Gunray with anger and determination, his .white
head level, his eyes challenging. The Neimoidian glared at him;
Sio Bibble was becoming a source of irritation.
"When are you going to give up this pointless strike?" he
snapped at the governor, leaning forward cglightly to emphasize
his displeasure.
"I will give up the strike, Viceroy, when the Queen-"
"Your Queen is lost; your people are starving!"
Bibble stiffened. "The Naboo will not be intimidated, not
even at the cost of innocent lives-"
"Perhaps you should worry more about yourself, Governor!"
Gunray cut him off sharply. "The odds are good that you are

THE PHANTOM MENACE===============================================203

going to die much sooner than your people!" He was shaking
with rage, and all at once his patience was exhausted. "Enough of
this!" he exploded. "Take him away!"
The battle droids moved quickly, surrounding Sio Bibble,
separating him from his colleagues.
"This invasion will gain you nothing!" the governor called
back over his shoulder as he was dragged out. "We are a democ-
racy! The people have decided, Viceroy! They will not live in
tyranny...”
The rest of what he said was lost as he disappeared through
the doorway into the hall beyond. The Naboo officials filed out
after him, silent and dejected.
The Neimoidian stared after them momentarily, then turned
his attention to OOM-9 as the commander of his battle droids
approached, metal face blank, voice devoid of inflection.
"My troops are in position to begin searching the swamps for
the rumored underwater villages," OOM-9 reported. "They will
not stay hidden for long."
Nute Gunray nodded and dismissed him with a wave of his
hand. He thought nothing of these savages who occupied the
swamps. They would be crushed in short order. For all intents
and purposes, the planet was in his control.
He leaned back in the mechno-chair, a measure of calmness
returning. All that remained was for the Sith Lords to bring him
the Queen. Certainly they should have little difficulty in accom-
plishing that.
Nevertheless, he knew he wouldn't be happy until this busi-
ness was over.

Aboard the Queen's transport, Anakin Skywalker sat shiver-
ing in a corner of the central chamber, trying to decide what he

204======================================================TERRY BROOKS

should do to get warm. Everyone else was asleep, and he had
been asleep as well, but only for a short time, troubled by his
dreams. He came awake to the silence and could not make him-
self move, paralyzed by more than simply the cold.
Jar Jar slept to one side, stretched out in a chair, head back,
snoring loudly. Nothing kept the Gungan from sleeping. Or eat-
ing, for that matter. The boy smiled briefly. R2- D2 rested close
by, upright and mostly silent, his lights blinking softly.
Anakin stared into the darkness, willing himself to move, to
overcome his inertia. But his dreams haunted him still. He found
himself thinking of his mother and home, and everything closed
down inside. He missed her so much! He had thought it would
get better once he was away, but it hadn't. Everything reminded
him of her, and if he tried to close his eyes against those memo-
ries, he found her face waiting for him, suspended in the darkness
of his thoughts, anxious and worn.
Tears came to his eyes, unbidden. Maybe he had made a mis-
take by coming. Maybe he should go home. Except he couldn't
now. Maybe not ever again.
A slim figure entered the room, and Anakin watched the
light of a viewscreen illuminate Padme's soft face. Standing as if
carved from stone, she clicked on a recording and stood watch-
ing the replay of Sio Bibble's plea to Queen Amidala to come
home, to save her people from starvation, to help them in their
time of need. She watched it all the way through, then shut it off
again and stood staring at nothing, her head bent.
What was she doing?
Suddenly she seemed to sense him watching, and turned
quickly toward where he crouched. Her beautiful face seemed
tired and careworn as she approached and knelt beside him. He
stiffened, trying desperately to stop from crying, but he couldn't

THE PHANTOM MENACE===============================================205

hide either the tears or his shivering, and was left huddled before
her, revealed.
"Are you all right, Annie?" she asked him softly.
"It's very cold," he managed to whisper.
She smiled and removed her heavy overjacket, wrapping it
around his shoulders and tucking it about him. "You're from a
warm planet, Annie. Space is cold."
Anakin nodded, pulling the jacket tighter. He brushed at his
eyes. "You seem sad," he said.
If she saw the irony in his observation, 'she did not say so.
"The Queen is worried. Her people are suffering, dying. She
must convince the Senate to intervene, or else. .." She trailed
off, unwilling to speak the words. "I'm not sure what will hap-
pen," she finished, her voice distant, her eyes sliding away from
his to fix on something else.
"I'm not sure what's going to happen to me, either," he ad-
mitted worriedly. "I don't know if I'll ever see-"
He stopped, his throat tightening, the words fading away
into silence. He took a deep breath, furrowed his brow, and
reached into his pocket.
"Here," he said, "I made this for you. So you'd remember
me. I carved it out of a japor snippet. Take it. It will bring you
good fortune."
He handed her an intricately carved wooden pendant. She
studied it a moment, face lowered in shadow, then slipped it
around her neck.
"It's beautiful. But I don't need this to remember you." Her
face lifted to his with a smile. "How could I forget my future hus-
band?" She looked down at the pendant, fingering it thought-
fully. "Many things will change when we reach Coruscant, Annie.
My caring for you will not be one of them."

206=======================================================TERRY BROOKS

The boy nodded, swallowing. "I know. And I won't stop car-
ing for you, either. Only, I miss--" 
His voice broke, and the tears sprang into his eyes once 
more. 
"You miss your mother," the girl finished quietly.
Anakin nodded, wiping at his face, unable to speak a word as
Padme Naberrie drew him against her and held him close.

--===::16:===-

	Even before an off-world traveler was close enough to
understand why, he could tell that Coruscant was different from
other planets. Seasoned veterans were always amazed at how
strange the planet looked from space, casting not the softer blue
and white shades of planets still verdant and unspoiled, but an odd
silvery glow that suggested the reflection of sunlight off metal.
The impression was not misleading. The days in which Cor-
uscant could be viewed in any sort of natural state were dead and
gone. The capital city had expanded over the centuries, building
by building, until it wrapped the entire planet. Forests, moun-
tains, bodies of water, and natural formations had been covered
over. The atmosphere was filtered through oxygen regulators
and purified by scrubbers, and water was gathered and stored in
massive artificial aquifers. Native animals, birds, plants, and fish
could be found in the museums or the climate-controlled indoor
preserves. As Anakin Skywalker could clearly see from the view-
port of Queen Amidala ' s slowly descending transport, Coruscant
had become a planet of skyscrapers, their gleaming metal towers

208=======================================================TERRY BROOKS

stretching skyward in a forest of spear points, an army of frozen
giants blanketing the horizon in every direction.
The boy stared at the city-planet in awe, searching for a break
in the endless forest of buildings, finding norle. He glanced at
Ric Olie in the pilot's seat, and Ric smiled.
"Coruscant, capital of the Republic, an entire planet evolved
into one city." He winked. "A nice place to visit, but I wouldn't
want to live there."
"It's so huge!" the boy breathed softly.
They dropped into a landfall traffic lane and cruised slowly
through the maze of buildings, sliding along the magnetic guid-
ance lines that directed airborne vehicles. Ric explained how it
worked to Anakin, who listened with half an ear, his attention
still held captive by the vastness of the cityscape. In the back-
ground, the Jedi moved silently. Jar Jar crouched to one side,
peering over the console through the viewport, clearly terrified
by what he was seeing. Anakin knew the Gun~an must long for
the familiarity of his swamp home, just as the boy was thinking
how much better he liked the desert.
The Queen's transport slowed now, edging its way out of the
traffic lane, onto a landing dock that floated near a cluster of
huge buildings. Anakin peered down doubtfully. They were sev-
eral hundred stories up, hundreds and hundreds of meters in the
air. He tore his gaze away, swallowing hard.
The ship docked with a soft bump on the landing platform,
its antigrav clamps locking in place. The Queen was waiting in
the main corridor with her retinue of handmaidens, guards, and
Captain Panaka. She nodded at Qui-Gon, indicating that he
should lead the way. Giving Padme a quick smile, Anakin fol-
lowed close on the heels of the Jedi Master as he moved to the
hatchway.

THE PHANTOM MENACE===============================================209

The hatch slid open, the loading ramp lowered, and the Jedi
Knights, Anakin Skywalker, and Jar Jar Binks exited into the sun-
light of Coruscant. The boy spent the first few minutes concen-
trating on not being overwhelmed, which became even more
difficult once he was outside the ship. He kept his eyes on the
rampway and Qui-Gon, not allowing himself to look around at
first for fear he might walk right off into space.
Two men clothed in robes of office of the Republic Senate
stood at the end of the ramp, flanked by a contingent of Repub-
lic guards. The Jedi approached the pair and bowed formally in
greeting. Anakin and Jar Jar were quick to do the same, though
only Anakin knew who they were bowing to and why.
Now Queen Arnidala appeared, dressed in her black and gold
robes with the feathered headpiece lending height and flow to
her movements as she descended the ramp. Her handmaidens
surrounded her, wrapped in their cloaks of crimson, faces barely
visible in the shadows of their drawn hoods. Captain Panaka and
his complement ofNaboo guards escorted them.
Arnidala stopped before the two men who waited, eyes shift-
ing to the man with the kindly face and anxious eyes. Senator
Palpatine, the Queen's emissary to the Republic Senate, bowed
in welcome, hands clasped in the folds of his blue-green robes.
"It is a great relief to see you alive and well, Your Majesty,"
he offered with a smile, straightening once more. "May I present
Supreme Chancellor Valorum."
Valorum was a tall, silver-haired man of indeterminate age,
neither young nor old in appearance, but something of each, his
bearing and voice strong, but his face and startling blue eyes
tired and worried.
"Welcome, Your Highness," he said, a faint smile working its
way onto his stern features. "It is an honor to finally meet you in

210====================================================== TERRY BROOKS

person. I must relay to you how distressed everyone is over the
current situation on Naboo. I have called for a special session of 
the Senate so that you may present your request for relief.
The Queen held his gaze without moving even a fraction of a 
centimeter, tall and regal in her robes of office, white-painted
face as still and cool as ice. "I am grateful for your concern,
Chancellor," she said quiedy.
Out of the corner of his eye, Anakin recognized Padme star- 
ing out at him from beneath her con~ealing hood. When he 
turned toward her, she gave him a wink, and he felt himself 
blush. 
Palpatine had moved to the Queen's side and was indicating
an air shutde that was awaiting them. "There is a question of 
procedure, but I feel confident we can overcome it," he was say-
ing, guiding her along the rampway, her handmaidens, Captain
Panaka, and the Naboo guards in tow.
Anakin started to follow, Jar Jar at his side, then stopped as 
he saw that the J edi were still standing with Supreme Chancellor 
Valorum. Anakin glanced back questioningly at Qui-Gon, not 
certain where he was supposed to go. The Queen and her retinue 
slowed in response, and Amidala motioned for Anakin and the 
Gungan to join them. Anakin looked again at Qui-Gon, who
nodded wordlessly.
Moving into the air shutde with the Queen, Anakin and Jar
Jar setded quiedy into place in the very back seat. Senator Palpa-
tine glanced over his shoulder at them from the front, a look of
skepticism crossing his face before he turned away again.
"Me not feelen too good 'bout being here, Annie," the Gun-
gan whispered doubtfully.
Anakin nodded and tightened his mouth determinedly.

THE PHANTOM MENACE===============================================211

They flew only a short distance to another cluster of build-
ings and another loading dock, this one clearly meant for shuttle-
craft. There, they disembarked and were escorted by Palpatine to
his quarters, a portion of which had been made ready for the
Queen and her entourage. Anakin and Jar Jar were given a room
and a chance to clean up and were left alone. After a time, they
were collected by one of the handmaidens-not Padme, Anakin
noted with disappointment-and escorted to a waiting room sit-
uated outside what appeared to be Palpatine's office.
"Wait here," the handmaiden instructed, and disappeared
back down the hallway.
The doors to the senator's office were open, and the boy and
the Gungan could see inside clearly. The Queen was present,
dressed now in a gown of purple velvet, which was wrapped
about her slim form in layers, the sleeves long and full, hanging
gracefully from her slender arms. A fan-shaped crown with or-
nate beadwork and tassels rested upon her head. She was sitting
in a chair, listening as Palpatine spoke to her. Her handmaidens
stood to one side, crimson robes and hoods drawn close about
them. Anakin did not think either was Padme. He wondered if
he should try to find her instead of waiting here, but he did not
know where to look.
The conversation within seemed decidedly one-sided, Sena-
tor Palpatine gesturing animatedly as he stalked the room, the
Queen as still as stone. Anakin wished he could hear what was
being said. He glanced at Jar Jar, and he could tell from the Gun-
gan's restless eyes he was thinking the same thing.
When Captain Panaka walked past them and entered the
room beyond, screening them from view for just a moment,
Anakin rose impulsively. Motioning for Jar Jar to stay where

212=======================================================TERRY BROOKS

he was, putting a finger to his lips in warning, he moved to one
side of the doorway, pressing close. Through the crack between
the open door and the jamb, he could just make out the voices of
Palpatine and the Queen, muffled and indistinct.
Palpatine had stopped moving and was standing before the
Queen, shaking his head. "The Republic is not what it once was.
The Senate is full of greedy, squabbling delegates who are only
looking out for themselves and their home systems. There is no
interest in the common good-no civility, only politics." He
sighed wearily. "It's disgusting. I must be frank, Your Majesty.
There is little chance the Senate will act on the invasion."
Amidala was silent a moment. "Chancellor Valorum seems to
think there is hope."
"If 1 may say so, Your Majesty," the senator replied, his voice
kind, but sad, "the chancellor has little real power. He is mired in
baseless accusations of corruption. A manufactured scandal sur-
rounds him. The bureaucrats are in charge now."
The Queen rose, standing tall and fixed before him. "What
options do we have, Senator?"
Palpatine seemed to think on the matter for a moment. "Our
best choice would be to push for the election of a stronger
supreme chancellor-one who could take control of the bureau-
crats, enforce the laws, and give us justice." He brushed back his
thick hair, worrying his forehead with steepled fingers. "You
could call for a vote of no confidence in Chancellor Valorum."
Amidala did not seem convinced. "Valorum has been our
strongest supporter. Is there no other way?"
Palpatine stood before her. "Our only other choice would be
to submit the matter to the courts-"
"There is no time for that," the Queen interrupted quickly, a

THE PHANTOM MENACE===============================================213

hint of anger in her voic~. "The courts take even longer to decide
things than the Senate." She shifted purposefully, an edge sharp-
ening her words further. "Our people are dying-more and
more each day. We must do something quickly. We must stop the
Trade Federation before this gets any worse."
Palpatine gave Amidala a stern look. "To be realistic about
the matter, Your Highness, I believe we are going to have to ac-
cept Trade Federation control as an accomplished fact-for the
time being, at least."
The Queen shook her head slowly. "That is something I can-
not do, Senator."
They faced each other in the silence that followed, eyes
locked, and Anakin Skywalker, hiding behind the door without,
found himself wondering suddenly what had become of Qui-
Gon Jinn.

Unlike other buildings in the vast sprawl of Coruscant, the
Jedi Temple stood alone. A colossal pyramid with multiple spires
rising skyward from its flat top, it sat apart from everything at the
end of a broad promenade linking it with bulkier, sharper-edged
towers in which solitude and mediation were less likely to be
found. Within the Temple were housed the J edi Knights and
their students, the whole of the order engaged in contemplation
and study of the Force, in codification of its dictates and mastery
of its disciplines, and in training to serve the greater good it
embodied.
The Jedi Council room dominated a central portion of the
complex. The Council itself was in session, its doors closed,
its proceedings hidden from the eyes and ears of all but four-
teen people. Twelve of them-some human, some nonhuman--

214=======================================================TERRY BROOKS

comprised the Council, a diverse and seasoned group who had
gravitated to the order from both ends of the galaxy. The final
two J edi, who were guests of the Council this afternoon, were
Qui-Gon Jinn and Obi-Wan Kenobi.
The seats of the twelve Council members formed a circle fac-
ing inward to where Qui-Gon and Obi-Wan stood, the former re-
lating the events of the past few weeks, the latter a step behind his
Master, listening attentively. The room was circular and domed,
supported by graceful pillars spaced between broad windows open
to the city and the light. The shape of the room and the Council
seating reflected the Jedi belief in the equality of and interconnec-
tion between all things. In the world of the Jedi, the balance of life
within the Force was the pathway to understanding and peace.
Qui-Gon studied the faces of his listeners as he spoke, each of
them familiar to him. Most were Jedi Masters like himself,
among them Yoda and Mace Windu, seniors in rank among
those seated. They were more compliant in the ways of the Jedi
order than he had ever been or would probably ever be.
He stood apart in the mosaic circle that formed a speaker's
platform for those who addressed the Council, his tall, broad
form and deep voice commanding the attention of those gath-
ered, his blue eyes fixing them each in turn, constantly searching
for a reaction to his words. They watched him carefully-stately
Ki-Adi-Mundi, young and beautiful Adi Gallia, slender Depa
Billaba, crested and marble-faced Even Piell, and all the others,
each different and unique in appearance, each with something vi-
tal to offer as a representative of the Council.
Qui-Gon brought his eyes back to Mace Windu and Yoda,
the ones he must convince, the ones most respected and power-
ful of those who sat in judgment.

THE PHANTOM MENACE===============================================215

"My conclusion," he finished quietly, his story completed,
"is that the one who attacked me on Tatooine is a Sith Lord."
The silence that followed was palpable. Then there was a stir-
ring of brown robes, a shifting of bodies and limbs. Glances were
exchanged and murmurs of disbelief quickly voiced.
"A Sith Lord?" Mace Windu repeated with a growl, leaning
forward. He was a strong, dark-skinned man with a shaved head
and penetrating eyes, smooth-faced despite his years.
"Impossible!" Ki-Adi-Mundi snapped irritably, not bother-
ing to hide his dismay at the suggestion. "The Sith have been
gone for a millennium!"
Yoda shifted only slightly in his chair, a small and wizened
presence in the company of much larger beings, his eyes gone to
slits like a contented sand panther's, his whiskery wrinkled face
turned toward Qui-Gon's thoughtfully.
"Threatened, the Republic is, if the Sith are involved," he
observed in his soft, gravelly voice.
The others began to mutter anew among themselves. Qui-
Gon said nothing, waiting them out. They had believed the Sith
destroyed. They had believed them consumed by their own lust
for power. He could feel Obi-Wan shift uncomfortably at his
shoulder, having trouble maintaining his silence.
Mace Windu leaned back heavily, his strong brow furrowing.
"This is difficult to accept, Qui-Gon. I do not understand how
the Sith could have returned without us knowing."
"Hard to see, the dark side is," Yoda said with a small snort.
"Discover who this assassin is, we must."
"Perhaps he will reveal himself again," Ki-Adi-Mundi sug-
gested with a nod to Qui-Gon.
"Yes," Mace Windu agreed. "This attack was with purpose,

216=======================================================TERRY BROOKS

that much is clear. The Queen is his target. Since he failed once,
he may try again."
Yoda lifted one skinny arm, pointing at Qui-Gon. "With this
Naboo Queen, you must stay, Qui-Gon. Protect her, you must."
The others murmured their approval, evidencing the confi-
dence they felt in the Jedi Master's abilities. Still Qui-Gon said
nothing.
"We shall use all our resources to unravel this mystery and
discover the identity of your attacker," Mace Windu advised.
One hand lifted in dismissal. "May the Force be with you, Qui-
Gon Jinn."
"May the Force be with you," Yoda echoed.
Obi-Wan turned to leave. He stopped when Qui-Gon did
not follow, but instead remained standing before the Council.
Obi-Wan held his breath, knowing what was coming.
Yoda cocked his head questioningly. "More to say, have you,
Qui-Gon Jinn?"
With your permission, my Master," the Jedi replied, gaze
steady. "I have encountered a vergence in the Force."
Yoda's eyes widened slightly. "A vergence, you say?"
"Located around a person?" Mace Windu asked quickly.
Qui-Gon nodded. "A boy. His cells have the highest concen-
tration of midi-chlorians I have ever seen in a life-form." He
paused. "It is possible he was conceived by midi-chlorians."
There was a shocked silence this time. Qui-Gon Jinn was
suggesting the impossible, that the boy was conceived not by hu-
man contact, but by the essence of all life, by the connectors
to the Force itself, the midi-chlorians. Comprising collective
consciousness and intelligence, the midi-chlorians formed the
link between everything living and the Force.
But there was more that troubled the Jedi Council. There

THE PHANTOM MENACE===============================================217

was a prophecy, so old its origins had long since been lost, that a
chosen one would appear, imbued with an abundance of rpidi-
chlorians, a being strong with the Force and destined to alter it
forever.
It was Mace Windu who gave voice to the Council's thoughts.
"You refer to the prophecy," he said quietly. "Of the one who will
bring balance to the Force. You believe it is this boy."
Qui-Gon hesitated. "I don't presume-"
"But you do!" Yoda snapped challengingly. "Revealed, your
opinion is, Qui-Gon!"
The Jedi Master took a deep breath. "I request the boy be
tested. "
Again, there was silence as the members of the Council ex-
changed glances, communicating without words.
Eyes shifted back to Qui-Gon. "To be trained as a Jedi, you
request for him?" Yoda asked softly.
"Finding him was the will of the Force." Qui-Gon pressed
ahead recklessly. "I have no doubt of it. There is too much hap-
pening here for it to be anything else."
Mace Windu held up one hand, bringing the debate to a
close. "Bring him before us, then."
Yoda nodded somberly, eyes closing. "Tested, he will be."

"It is time to be going, Your Majesty," Senator Palpatine ad-
vised, moving to gather up a pile of data cards from his desk.
Queen Amidala rose, and Anakin hurried back to his seat be-
side Jar Jar, giving the Gungan another warning glance for good
measure. Jar Jar looked hurt.
"Me not gonna tell dem," he protested.
A moment later Palpatine ushered the Queen and her hand-
maidens from his office and into the antechamber where the boy

218=======================================================TERRY BROOKS

and the Gungan sat waiting. The senator went by them without a
glance and was out the door immediately.
Queen Amidala slowed just a fraction as she passed Anakin.
"Why don't you come with us," the handmaiden Rabe said
without looking at him, her voice a whisper. "This time you
won't have to listen from behind a door."
Anakin and Jar Jar exchanged a startled, chagrined look, then
rose and followed after. "

--==~17::::=-

While the others waited without, Queen Amidala, accom-
panied by her handmaidens, retreated to her chambers long
enough to change into yet another ensemble, this one clearly
meant to emphasize her status as leader of the Naboo. She
emerged wearing a broad-shouldered cloak of crimson velvet
trimmed with gold lace ~d a crown of woven cloth horns and
tassels with a center plate of hammered gold. The gown and
headdress lent both size and majesty, and she walked past a won-
dering Anakin and Jar Jar as if come down out of the clouds to
mix with mortals, all cool grace and extraordinary beauty, aloof
and untouchable.
Eirtae and Rabe, the handmaidens who had accompanied her
earlier, were present again, and they trailed the Queen in a silent
glide, wrapped in their crimson hooded robes. Again Anakin
looked for Padme and did not find her.
"Please lead the way," Amidala requested of Pal patine, beck-
oning the boy, the Gungan, and Captain Panaka to accom-
pany them.

220=======================================================TERRY BROOKS

They walked from Palpatine's quarters down a series of corri-
dors that connected to other chambers and, eventually, to other
buildings. The halls were empty of almost everyone, save for a
scattering of Republic guards, and the company proceeded un~
challenged. Anakin glanced around in awe at the tall ceilings and
high windows, at the forest of buildings visible without, imagin-
ing what it would be like to live in a place like Coruscant.
When they reached the Senate chamber, he had cause to
wonder anew.
The chamber had the look of an arena, circular and massive,
with doors opening off exterior rampways at various levels above
the main floor. At the center of the chamber a tall, slender
column supported the supreme chancellor's platform, a broad,
semienclosed area that allowed Valorum, who was already pre-
sent, to sit or stand as he chose in the company of his vice chair
and staff. All around the smooth interior walls of the arena, Sen-
ate boxes jutted from hangar bays off entry doors, some fi.xed in
place while their senators conferred with staff and visitors, others
floating just off their moorings. When a senator requested per-
mission to speak and was recognized by the chair, his box would
float to the center of the arena, close to the supreme chancellor's
podium, where it remained until the speech was concluded.
Anakin picked up on all this in a matter of seconds, trailing
the Queen and Palpatine to the entry doors opening onto the
Naboo Senate box, which sat waiting at its docking. Banners and
curtains hung from the rounded ceiling in brilliant streamers,
and indirect lighting glowed softly from every corner, brighten-
ing the rotunda's cavernous interior. Droids bustled along the
exterior rampways, carrying messages from one delegation to the
next, the movement of their metal bodies giving the chamber
the look of a complex piece of machinery.

THE PHANTOM MENACE===============================================221

"If the Federation moves to defer the motion, Your Majesty,"
Senator Palpatine was saying to the Queen, his head bent close,
his voice low and insistent, "I beg of you to ask for a resolution
to end this session and call for the election of a new supreme
chancellor. "
Amidala did not look at him, continuing to advance toward
the Naboo box. "I wish I had your confidence in this proposal,
Senator," she replied quietly.
"You must force a new election for supreme chancellor," Pal-
patine pressed. "I promise you there are many who will support
us. It is our best chance." He glanced toward the podium and
Valorum. "Our only chance."
A murmur had risen from the assembled as they caught sight
of Amidala standing at the entry to the Naboo box, robes of
office flowing out behind her, head erect, face calm. If she heard
the change in tenor of the level of conversation around her, she
gave no sign. Her eyes shifted momentarily to Palpatine.
"You truly believe Chancellor Valorum will not bring our
motion to a vote?" she asked quietly.
Palpatine shook his head, his high brow furrowing. "He is
distracted. He is afraid. He will be of no help."
Rabe handed a small metal viewscreen to Anakin and Jar Jar
and motioned for them to wait where they were. Stepping into
the Senate box with Palpatine, Amidala was joined by her hand-
maidens and Panaka. Anakin was disappointed at not being in-
cluded, but grateful when he discovered that the viewscreen
Rabe had provided allowed him to see and hear what was hap-
pening in the Naboo box.
"She's going to ask the Senate for help, Jar Jar," he whis-
pered, leaning over excitedly. "What do you think?"
The Gungan wrinkled up his billed mouth and shook his

222 ======================================================TERRY BROOKS

floppy-eared head. "Me think dis bombad, Annie. Too many
peoples to be agreeing on da one thing."
The Naboo box detached from its docking and floated a
short distance toward the supreme chancellor's podium, waiting
for permission to advance all the way. Palpatine, Amidala, and the
rest of the occupants were seated now, facing forward.
Valorum nodded his short-cropped white head in the direc-
tion of Palpatine. "The chair recognizes the senator from the
sovereign system ofNaboo."
The Naboo box glided to the center of the arena, and Palpa-
tine rose to his feet, taking in the assemblage with a slow sweep-
ing gaze that drew all eyes toward his.
"Supreme Chancellor, delegates of the Senate," his voice
boomed, quieting the chamber. "A tragedy has occurred on my
homeworld ofNaboo. We have become caught up in a dispute,
one of which you are all well aware. It began with a taxation of
trade routes and has evolved into an oppressive and lawless occu-
pation of a peaceful world. The Trade Federation bears responsi-
bility for this injustice and must be made to answer. .."
A second box was rushing forward by now, this one bearing
the markings of the Trade Federation and occupied by the Fed-
eration's senator, Lott Dod, and a handful of trade barons in
attendance.
"This is outrageous!" the Trade Federation senator thun-
dered, gesturing toward the podium and Valorum. A lean, wiz-
ened Neimoidian, he loomed out of the low-railed box like a
willowy tree. "I object to Senator Palpatine's ridiculous assertions
and ask that he be silenced at once!"
Valorum's white head swiveled briefly in Lott Dod's direction
and one hand lifted. "The chair does not recognize the senator

THE PHANTOM MENACE===============================================223

from the Trade Federation at this time." The supreme chancel-
lor's voice was soft, but steady. "Return to your station."
Lott Dod looked as if he might say something more, but
then he lowered himself back into his seat as his box slowly
retreated.
"To state our allegations in full," Palpatine continued, "I
present Queen Amidala, the recently elected ruler of the Naboo,
to speak on our behalf."
e stepped aside, and Amidala rose to a light scattering of
applause. Moving to the front of the box, she faced Valorum.
"Honorable representatives of the Republic, distinguished dele-
gates, and Supreme Chancellor Valorum. I come to you under
the gravest of circumstances. In repudiation and violation of the
laws of the Republic, the Naboo have been invaded and subju-
gated by force by droid armies of the Trade Federation-"
Lott Dod was on his feet again, voice raised angrily. "I ob-
ject! This is nonsense! Where is the proof?" He did not wait for
recognition as he turned to the chamber at large. "I recommend
a commission be sent to Naboo to ascertain the truth of these
allegations. "
Valorum shook his head. "Overruled."
Lott Dod sighed heavily and threw up his hands as if with
that single word his life had become hopeless. "Your Honor,
you cannot allow us to be condemned without granting our re-
quest for an impartial observation. It is against all the rules of
procedure! "
He scanned the chamber for help, and there was a murmur of
agreement from the delegates. A third box glided forward to join
those ofNaboo and the Trade Federation. The chair recognized
Aks Moe, the senator from the planet of Malastare.

224=======================================================TERRY BROOKS

Stocky and slow moving, his three eyestalks waving gently,
Aks Moe put the thick, heavy pads of his hands on his hips. "The
senator from Malastare concurs with the honorable delegate
from the Trade Federation." His voice was thick and gnarly. "A
commission, once requested, must be appointed, where there is a
dispute of the sort we have encountered here. It is the law."
Valorum hesitated. "The point is ..."
He trailed off uncertainly, left the sentence unfinished, and
turned to confer with his vice chair, identified on the printed reg-
ister as Mas Amedda. Amedda was of a species Anakin had never
encountered, human in form, but with a head swollen by a pillow
of cushioning tissue narrowing into a pair of tentacles that
drooped over either shoulder and feelers that jutted from above
the forehead. Together with their aides, the chair and vice chair
engaged in a hurried discussion. Anakin and Jar Jar exchanged
worried glances as Palpatine's voice reached them through the
handheld viewscreen's tiny speaker.
"Enter the bureaucrats, the true rulers of the Republic, and
on the payroll of the Trade Federation, I might add," he was
whispering to the Queen. Anakin could see their heads bent
close. Palpatine's tone was heavy. "This is where Chancellor Val-
orum's strength will disappear."
Valorum had moved back to the podium, a worn look on his
face. "The point is conceded. Section 523A takes precedence
here." He nodded in the direction of the Naboo box. "Queen
Amidala of the Naboo, will you defer your motion in order to
allow a Senate commission to explore the validity of your
accusations? "
Anakin could see the Queen stiffen in surprise, and when she
spoke, her voice was edged with anger and determination.
"I will not defer," she declared, eyes locked on Valorum. "I

THE PHANTOM MENACE===============================================225

have come before you to resolve this attack on Naboo sover-
eignty now. I was not elected Queen to watch my people suffer
and die while you discuss this invasion in committee. If the chan-
cellor is not capable of action, I suggest new leadership is
needed." She paused. "I move for a vote of no confidence in the
supreme chancellor."
Voices rose immediately in response, some in support, some
in protest. Senators and spectators alike came to their feet, loud
mutterings quickly building to shouts that echoed through the
cavernous chamber. Valorum stood speechless at the podium,
stunned and disbelieving. He stared at Amidala, his face etched
in sudden shock as the impact of her words registered. Amidala
faced him boldly, waiting.
Mas Amedda moved in front of Valorum, taking charge of
the podium. "Order!" he bellowed, his strange head swelling.
"We shall have order!"
The assembly quieted then, and the delegates reseated them-
selves, responding to Amedda's command. Anakin noted that
the Trade Federation box had maneuvered into position close
beside the Naboo box. Lott Dod exchanged a quick glance with
Palpatine, but neither spoke.
A new b~x floated to the center of the chamber, and the vice
chaIr recognIzed Edcel Bar Gan, the senator from Roona.
"Roona seconds the motion for a vote of no confidence in
Chancellor Valorus," Bar Gan intoned in a sibilant. voice.
Mas Amedda did not look pleased. "The motIon has been
seconded."
He turned now to Valorum, speaking quickly to him, keep-
ing his voice low and his words hidden behind his hand. Valorum
looked at him uncomprehendingly, eyes distant and lost.
"There must be no delays," Aks Moe of Malastare declared

226=======================================================TERRY BROOKS

in a loud voice, drawing Mas Amedda's attention back to him.
"The motion is on the floor and must be voted on at once."
Lott Dod was back on his feet. "I move the motion be sent
to the procedures committee for further study-"
The Republic Senate erupted anew, chanting loudly, "Vote
now! Vote now!" Mas Amedda was deep in discussion with
Supreme Chancellor Valorum, hands on his shoulders as if
to bring him back from wherever he'd gone by sheer force of
determination.
"You see, Your Majesty, the tide is with us," Anakin heard
Palpatine announce quietly to the Queen. The boy's eyes
dropped to the viewscreen. "Valorum will be voted out, 1 assure
you, and they will elect a new chancellor, a strong chancellor, one
who will not let our tragedy be ignored. .."
Mas Amedda was back at the podium, addressing the cham-
ber. "The supreme chancellor requests a recess."
Shouts rose from the delegates, echoing across the chamber
in waves as Valorum stared at Senator Palpatine and Queen
Amidala, and even from where he stood watching now at the
entry doors to the Naboo box, Anakin Skywalker could discern
the look of betrayal registered on the supreme chancellor's an-
guished face.

Less than an hour later, Anakin burst through the open
doors of the Queen's antechamber in search ofPadme and found
himself face-to-face with Amidala instead. The Queen was stand-
ing alone in the center of the room, her eyes directed toward
him, her robed form radiant and solitary.
"Excuse me," Anakin said quickly. "Your Majesty."
She nodded silently, white face smooth and perfect.

HE PHANTOM MENACE===============================================227

"I was looking for Padme," he continued, standing rooted in
place just inside the doorway, undecided on whether to stay or
go. He glanced around doubtfully. "Qui-Gon says he will take
me before the Jedi Council. I wanted Padme to know."
A small smile flitted across the Queen's painted lips. "Padme
isn't here, Anakin. I sent her on an errand."
"Oh," he said quietly.
"But I will give her your message."
The boy grinned. "Maybe I will become a Jedi Knight!" he
exclaimed, unable to contain his excitement.
Amidala nodded. "Maybe you will."
"I think Padme would like that."
"I think she would, too."
Anakin backed away. "I didn't mean to. .." He searched for
the word and couldn't find it.
"Good luck, Anakin," the Queen said softly. "Do well."
He wheeled away with a broad smile and was out the door.

The day passed quickly for Qui-Gon Jinn and Obi-Wan
Kenobi, and sunset found them standing together on a balcony
outside the Jedi Temple overlooking Coruscant. Neither had
said anything to the other for some time. They had collected
Anakin Skywalker from Senator Palpatine's quarters following
his return from the Republic Senate and brought him before the
Council for examination. Now they were awaiting a decision.
As far as Obi-Wan was concerned, it was a foregone con-
clusion. The young Jedi was frustrated and embarrassed for his
Master, who had clearly overstepped his bounds once again. Qui-
Gon had been right in his suspicion that the boy was possessed of
an inordinately high midi-chlorian count. Obi-Wan had run the

228 ======================================================TERRY BROOKS

test himself. But that alone was not enough to demonstrate
Anakin was the chosen one. If there even was such a one, which
Obi-Wan seriously doubted. There were hundreds of these old
prophecies and legends, handed down through the centuries as a
part ofJedi lore. In any case, Qui-Gon was relying on instinct
once again, and instinct was useful only if born of the Force and
not of emotion. Qui-Gon was insistent on championing the
causes of underdogs, of empathizing with creatures he found in
some peculiar, inscrutable way he alone could comprehend sig-
nificant in the scheme of things.
Obi-Wan studied his mentor surreptitiously. Why did he in-
sist on pursuing these hopeless causes? The Council might find
the boy possessed of more midi-chlorians than normal, but they
would never accept him for Jedi training. The_rules were clear
and established, and the reasons supporting them were proven
and unassailable. Training for the order after more than a year of
life was doomed to fail. At nine years of age, Anakin Skywalker
was simply too old.
But Qui-Gon would not let it go. He would brace the Coun-
cil once again, and the result would be the same as it had been on
so many other occasions: Qui-Gon would be denied and his
stature as a Jedi Master would fall a little further.
Obi-Wan moved to where the older Jedi stood staring out at
the endless horizon of skyscrapers. He stood close to him, silent
for a moment longer before speaking.
"The boy will not pass the Council's tests, Master," he said
softly, "and you know it. He is far too old."
Qui-Gon kept his gaze directed toward the sunset. "Anakin
will become a Jedi, I promise you."
Obi-Wan sighed wearily. "Don't defy the Council, Master.
Not again."

THE PHANTOM MENACE===============================================229

The older man seemed to go very still, perhaps even to stop
breathing, before he turned to his protege. "I will do what I
must, Obi-Wan. Would you have me be any other way?"
"Master, you could be sitting on the Council by now if you
would just follow the code. You deserve to be sitting on the
Council." Obi-Wan's frustration surfaced in a burst of mom en-
tary anger. His eyes sought the other's and held them. "They will
not go along with you this time."
Qui-Gon Jinn studied him a moment, then smiled. "You still
have much to learn, my young Padawan."
Obi-Wan bit off his reply and looked away, thinking to him-
self that Qui-Gon was right, but that maybe this time he should
consider taking his own advice.

Inside, Anakin Skywalker faced the Jedi Council, standing
in the same place Qui-Gon Jinn had stood some hours earlier.
He was nervous at first, brought into the chamber by Qui-Gon,
then left alone with the twelve members of the Council. Standing
in the mosaic circle and ringed by the silent assemblage,
awestruck and uncertain of what was expected of him, he felt vul-
nerable and exposed. The eyes of the Jedi were distant as they
viewed him, but he sensed they were looking not past him, but
inside.
They began to question him then, without preliminary intro-
ductions or explanations, without expending any effort at all
to make him feel comfortable or welcome. He knew some of
them by name, for Qui-Gon had described a few, and he was
quick to put faces to names. They questioned him at great
length, testing memory and knowledge, seeking insights at
which he could only guess. They knew of his existence as a slave.
They knew of his background on Tatooine, of his mother and

230=======================================================TERRY BROOKS

his friends, of his Podracing, ofWatto, of everything factual and
past, of the order of his life.
Now Mace Windu was looking at a screen the boy could not
see, and Anakin was giving names to images that flashed across its
liquid surface. Images appeared in Anakin's mind with such
speed he was reminded of the strange blur of desert and moun-
tains whipping past his cockpit during a Podrace.
"A bantha. A hyperdrive. A proton blaster." The images
whizzed through his mind as he named them off. "A Republic
cruiser. A Rodian cup. A Hutt speeder."
The screen went blank, and Mace looked up, at the boy.
"Good, good, young one," the wizened alien called Yoda
praised. The sleepy eyes fixed on him, intent behind their lids.
"How feel you?"
"Cold, sir," Anakin confessed.
"Afraid, are you?"
The boy shook his head. "No, sir."
"Afraid to give up your life?" the dark one called Mace
Windu asked, leaning forward slightly.
"I don't think so," he answered, then hesitated. Something
about the answer didn't feel right.
Yoda blinked and his long ears cocked forward. "See through
you, we can," he said quietly.
"Be mindful of your feelings," Mace Windu said.
The old one called Ki-Adi-Mundi stroked his beard. "Your
thoughts dwell on your mother."
Anakin felt his stomach lurch at the mention of her. He bit
his lip. "I miss her."
Yoda exchanged glances with several others on the Council.
"Afraid to lose her, I think."

THE PHANTOM MENACE===============================================231

Anakin flushed. "What's that got to do with anything?" he
asked defensively.
Yoda's sleepy eyes fixed on him. "Everything. To the dark
side, fear leads. To anger and to hate. To suffering."
"I am not afraid!" the boy snapped irritably, anxious to leave
this discussion and move on.
Yoda did not seem to hear him. "The deepest commitment, a
Jedi must have. The most serious mind. Much fear in you, I
sense, young one."
Anakin took a deep breath and let it out slowly. When he
spoke, his voice was calm again. "I am not afraid."
Yoda studied him a moment. "Then continue, we will," he
said softly, and the examination resumed.

--===:~18:::==-

Jar Jar Binks of the Gungans and Queen Aniidala of the Na-
boo stood together at a window that ran floor to ceiling in the
Queen's chambers, looking out at the gleaming spires of Cor us-
cant. An odd pairing at best, th.e Queen regal and composed, the
Gungan awkward and jittery, they kept company in silence and
watched the sunset color the sky a brilliant gold that reflected
here and there off the flat metal and glass surfaces of the city in
sudden, blinding explosions of light.
They had returned from the Republic Senate some hours
ago, Jar Jar, Anakin, the Queen, and her handmaidens. They had
come back principally because there seemed to be nothing else
they could do to change the course of events regarding the fu-
ture of Naboo. Senator Palpatine had stayed behind to politick
with his colleagues over the selection of a new supreme chancel-
lor, and Captain Panaka had remained with him, asked by the
Queen to bring her news when there was any to offer. None had
been forthcoming as yet. Now Anakin was gone as well, taken by

THE PHANTOM MENACE===============================================233

Qui-Gon to the Jedi Temple where he was to meet with the
Council, and no one had seen Padme in some time.
So Jar Jar had rattled around in Palpatine's quarters rather
like a stray kaadu until Amidala had taken pity on him and invited
him to sit with her. She had gone into seclusion on her return,
changing out of her Senate robes into a less imposing gold-
trimmed black gown that emphasized how slender and small she
really was. She wore an inverted, crescent-shaped crown with
a beaded gold medallion arced down over her smooth fore-
head, but even so she stood several centimeters shorter than the
Gungan.
She was clearly in pain, her eyes so sad and distant that it
made Jar Jar want to comfort her. Ifit had been Annie or Padme,
he might have reached over and patted her on the head, but he
was not about to try that with the Queen. There were no guards,
but her handmaidens, Eirtae and Rabe, cloaked in their crimson
hooded robes and forever watchful, stood in waiting near the
door, and he was certain there were guards somewhere close as
well. He was careless of many things, oblivious to others, and in
general given over to enjoying life in a haphazard way, but he was
no fool.
Finally, though, he could ignore the situation no longer. He
shuffled his feet and cleared his throat, drawing the Queen's at-
tention. She turned, her white-painted face with red dots on each
cheek and a red slash in the center of her lower lip doll-like and
expressionless.
"Me wonder sometimes why da Guds invent pain," he of-
fered sympathetically.
Amidala's cool gaze was steady and clear. "To motivate us, I
imagine."

234=======================================================TERRY BROOKS

"Yous think yous people gonna die?" he asked, working his
billed mouth around the bitter words as if he could taste them.
The Queen considered the question and shook her head
slowly. "I don't know, Jar Jar."
"Gungans gonna get pasted, too, eh?"
"I hope not."
Jar Jar straightened, and a fierce pride brightened his eyes.
"Gungans no die without a fight. We warriors! We gotta grand
army!"
"An army?" she repeated, a hint of surprise in her soft voice.
"A grand army! Lotta Gungans. Dey come from all over. Dat
why no swamp beings give us trubble. Too many Gungans.
Gotta big energy shields, too. Nutten get through. Gotta energy
balls, fly outta slings and splat electricity and goo. Bombad stuff.
Gungans no ever give up to maccaneks or anyone!"
He paused, shrugged uncomfortably. "Dat why Naboo no
like us, mebbe."
She was studying him closely now, her detached gaze re-
placed by something more intense, as if she were turning an un-
expected thought over in her mind. She was preparing to speak
to that thought, he believed, when Senator Palpatine and Cap-
tain Panaka strode through the doorway in a rush.
"Your Highness," Captain Panaka greeted, barely able to
contain his excitement as both men bowed quickly and straight-
ened. "Senator Palpatine has been nominated to succeed Valo- 
rum as supreme chancellor!" 
Palpatine's smile was contained and deferential, and his voice
carefully modulated as he spoke. "A surpnse, to be sure, but a 
welcome one. I promise, Your Majesty, if I am elected, I will
restore democracy to the Republic. I will put an end to the
corruption that has plagued the Senate. The Trade Federation

THE PHANTOM MENACE===============================================235

will lose its influence over the bureaucrats, and our people will be
freed from the tyranny of this unlawful and onerous invasion-"
"Who else has been nominated?" Amidala asked abruptly,
cutting him short.
"Bail Antilles of Alderaan and Aks Moe of Malastare,"
Panaka told her, avoiding Palpatine's eyes.
The senator was quick to recover from the unexpected inter-
ruption of his speech. "Your Majesty, I feel confident that our
situation will generate strong support for us when the voting
takes place tomorrow." He paused meaningfully. "I will be chan-
cellor, I promise you."
The Queen did not look impressed. She moved past Jar Jar to
the window and stared out at the lights of the city as they bright-
ened with the fading of the sunset. "I fear by the time you have
taken control of the bureaucrats, Senator, there will be nothing left
of our cities, our people, or our way of life to salvage."
Palpatine looked taken aback. "I understand your concern,
Your Majesty. Unfortunately, the Federation has seized posses-
sion of our planet. It will be nearly impossible to immediately
dislodge them."
"Perhaps." Amidala turned from the window to face him.
Her eyes were bright with anger and determination. "With the
Senate in transition, there is nothing more I can do here." She
walked to where he stood with Panaka. "Senator, this is your
arena. I must return now to mine. I have decided to go back to
Naboo. My place is with my people."
"Go back!" Palpatine was aghast, his pale face stricken.
Panaka looked quickly from one to the other. "But, Your
Majesty, be realistic! You will be in great danger! They will force
you to sign the treaty!"
The Queen was calm and composed. "I will sign no treaty.

236=======================================================TERRY BROOKS

My fate will be no different from that of my people." She turned
to Panaka. "Captain!"
Pana,ka snapped to attention. "Yes, Your Highness?"
"Ready my ship."
Palpatine stepped forward quickly to intercept her. "Please,
Your Majesty. Stay here, where it is safe."
Arnidala's voice was edged with iron. "No place is safe, if the
Senate doesn't condemn this invasion. It is clear to me now that
the Republic no longer functions." Her eyes locked on his. "If
you win the election, Senator, I know you will do everything
possible to stop the Federation. I pray you will find a way to re-
store sanity and compassion to the Republic."
She moved past him in a smooth, gliding motion and was out
the door, her handmaidens and Panaka at her heels. Jar Jar Binks
followed, shuffling after as unobtrusively as he could manage,
glancing just once at Palpatine in passing.
He was surprised to catch the barest glimpse of a smile on the
senator's shrewd face.

In the Temple of the Jedi, Qui-Gon Jinn, Obi-Wan Kenobi,
and Anakin Skywalker stood before the Council of twelve. Clus-
tered together at the center of the speaker's platform, they faced
the circle of chairs in which the members of the Council were
seated, and awaited their decision on the boy. Outside, the light
was pale and wan as twilight replaced sunset, and night began its
slow descent across the city.
"Finished, we are, with our examination of the boy," Yoda
advised in his guttural, whispery voice. His eyes were lidded and
sleepy, his pointed ears pricked forward. "Correct, you were,
Qui-Gon."

THE PHANTOM MENACE===============================================237

Mace Windu nodded his concurrence, his dark, smooth face
expressionless in the dim light. "His cells contain a very high
concentration of midi-chlorians." There was emphasis on the
word very as he spoke.
"The Force is strong in him," Ki-Adi-Mundi agreed.
Qui-Gon felt a rush of satisfaction on hearing the words, a
vindication of his insistence on freeing the boy from his life on
Tatooine and bringing him here. "He is to be trained, then," he
declared in triumph.
There was an uncomfortable silence as the Council members
looked from one to the other.
"No," Mace Windu said quietly. "He will not be trained."
Anakin's face crumpled, and there were tears in his eyes as he
glanced quickly at Qui-Gon.
"No?" the Jedi Master repeated in disbelief, shocked almost
speechless. He tried hard to ignore the I-told-you-so look on
Obi-Wan's young face.
Mace Windu nodded, dark eyes steady. "He is too old. There
is already too much anger in him."
Qui-Gon was incensed, but he held himself in check. This
decision made no sense. It could not be allowed to stand. "He is
the chosen one," he insisted vehemently. "You must see it!"
Yoda cocked his round head contemplatively. "Clouded, this
boy's future is. Masked by his youth."
Qui-Gon searched the faces of the other members of the Jedi
Council, but found no help. He straightened and nodded his ac-
ceptance of their decision. "Very well. I will train him then. I take
Anakin Skywalker as my Padawan apprentice."
Out of the corner of his eye, he saw Obi-Wan stiffen in
shock. He saw, as well, the sudden flicker of hope that crossed

238=======================================================TERRY BROOKS

Anakin's face. He did not respond to either, keeping his gaze di-
rected toward the Council.
"An apprentice, you already have, Qui-Gon," Yoda pointed
out sharply. "Impossible, to take on a second."
"We forbid it," Mace Windu advised darkly.
"Obi-Wan is ready," Qui-Gon declared.
"I am!" his protege agreed heatedly, trying unsuccessfully to
mask his surprise and disappointment in his mentor's unexpected
decision. "I am ready to face the trials!"
Yoda's sleepy eyes shifted. "Ready so early, are you? What
know you of ready?"
Qui-Gon and Obi-Wan exchanged quick, hard looks, and
the measure of their newfound antagonism was palpable. The
breach in their relationship was widening so quickly it could no
longer be mapped.
Qui-Gon took a deep breath and turned back to the Council.
"Obi-Wan is headstrong, and he has much to learn still about the
living Force, but he is capable. There is little more he will learn
from me."
Yoda shook his wizened face. "Our own counsel we will keep
on who is ready, Qui-Gon. More to learn, he has."
"Now is not the time for this," Mace Windu stated with
finality. "The Senate will vote tomorrow for a new supreme chan-
cellor. Queen Amidala returns home, we are advised, which
will put pressure on the Federation and could widen the con-
frontation. Those responsible will be quick to act on these new
events."
"Drawn out of hiding, her attackers will be," Yoda whispered.
"Events are moving too fast for distractions such as this," Ki-
Adi-Mundi added.

THE PHANTOM MENACE===============================================239

Mace Windu took a quick look about at the others sitting on
the Council, then turned once more to Qui-Gon. "Go with the
Queen to Naboo and discover the identity of this dark warrior
who attacked you, be it Sith or otherwise. That is the clue we
need to unravel this mystery."
Yoda's nod was slow and brooked no argument. "Decided
later, young Skywalker's fate will be."
Qui-Gon took a deep breath, filled with frustration and dis-
appointment at the unexpected turn of events. Anakin would not
be trained, even though he had offered to take the boy as his
Padawan. Worse, he had offended Obi-Wan, not intentionally
perhaps, but deeply nevertheless. The rift was not permanent,
but it would take time for the younger man's pride to heal-time
they could not afford.
He bowed his acquiescence to the Council. "I brought
Anakin here; he must stay in my charge. He has nowhere else
to go."
Mace Windu nodded. "He is your ward, Qui-Gon. We do
not dispute that."
"But train him not!" Yoda admonished sharply. "Take him
with you, but train him not!"
The words stung, the force behind them unmistakable. Qui-
Gon flinched inwardly, but said nothing.
"Protect the Queen," Mace Windu added. "But do not in-
tercede ifit comes to war until we have the Senate's approval."
There was a long silence as the members of the Council re-
garded Qui-Gon Jinn gravely. He stood there, trying to think of
something more to say, some other argument to offer. Outside,
the last of the twilight faded into darkness, and the lights of the
city began to blink on like watchful eyes.

240=======================================================TERRY BROOKS

"May the Force be with you," Yoda said finally, signaling to
the Jedi Master that the audience was over.

The Jedi and the boy, having been made aware of Amidala's
imminent departure for Naboo, went directly to the landing
platform where the Queen's transport was anchored to await her
arrival. The shuttle ride over was marked by a strained silence be-
tween the Jedi and a discomfort in the boy he could not dispel.
He looked down at his feet most of the time, wishing he could
think of a way to stop Qui-Gon and Obi-Wan from being angry
at each other.
When they disembarked from the shuttle at the landing plat-
form, R2- D2 was already bustling about. The little droid beeped
at Anakin cheerfully, then wandered over to the edge of the ramp-
way to look down at the traffic. In doing so, he leaned out too far
and tumbled over. Anakin gasped, but a second later the as-
tromech droid reappeared, boosted back onto the rampway by
his onboard jets. On hearing R2-D2's ensuing flurry of chirps
and whistles, the boy smiled in spite of himself.
At the head of the loading ramp, Qui-Gon Jinn and Obi-
Wan Kenobi were engaged in a heated discussion. Wind whipped
down the canyons of the city's towering buildings, hiding their
words from the boy. Carefully, he edged closer so that he could
listen in.
"It is not disrespect, Master!" Obi-Wan was saying vehe-
mently. "It is the truth!"
"From your point of view, perhaps." Qui-Gon's face was
hard and tight with anger.
The younger Jedi's voice dropped a notch. "The boy is dan-
gerous. They all sense it. Why can't you?"

THE PHANTOM MENACE===============================================241

"His fate is uncertain, but he is not dangerous," Qui-Gon
corrected sharply. "The Council will decide Anakin's future.
That should be enough for you." He turned away dismissively.
"Now get on board!"
Obi-Wan wheeled away and stalked up the ramp into the
ship. R2-D2 followed, still whistling happily. Qui-Gon turned to
Anakin, and the boy walked up to him.
"Master Qui-Gon," he said uncomfortably, riddled with
doubt and guilt over what was happening, "I don't want to be a
problem. "
Qui-Gon placed a reassuring hand on his shoulder. "You
won't be, Annie." He glanced toward the ship, then knelt before
the boy. "I'm not allowed to train you, so I want you to watch
me instead and be mindful of what you see. Always remember,
your focus determines your reality." He paused, eyes locked on
Anakin. "Stay close to me, and you will be safe."
The boy nodded his understanding. "Can I ask you some-
thing?" The Jedi Master nodded. "What are midi-chlorians?"
Wind whipped at Qui-Gon's long hair, blowing strands of it
across his strong face. "Midi-chlorians are microscopic life-forms
that reside within the cells of all living things and communicate
with the Force."
"They live inside of me?" the boy asked.
"In your cells." Qui-Gon paused. "We are symbionts with
the midi-chlorians."
"Symbi-what?"
"Symbionts. Life-forms living together for mutual advan-
tage. Without the midi-chlorians, life could not exist, and we
would have no knowledge of the Force. Ourmidi-chlorians con-
tinually speak to us, Annie, telling us the will of the Force."

242=======================================================TERRY BROOKS

"They do?"
Qui-Gon cocked one eyebrow. "When you learn to quiet
your mind, you will hear them speaking to you."
Anakin thought about it a moment, then frowned. "I don't
understand."
Qui-Gon smiled, and his eyes were warm and secretive.
"With time and training, Annie, you will."
A pair of shuttles eased up to the loading dock, and Queen
Amidala, her handmaidens, Captain Panaka, and an escort of
officers and guards disembarked. Last off the second shuttle was
Jar Jar Binks. Amidala was wearing a purple velvet travel cloak
that draped her body in soft folds and a gold-rimmed cowl that
framed her smooth white face like a cameo portrait.
Qui-Gon rose and stood waiting beside Anakin as the Queen
and her handmaidens approached.
"Your Highness," Qui-Gon greeted with a deferential incli-
nation of his head. "It will be our pleasure to continue to serve
and protect you."
Amidala nodded. "I welcome your help. Senator Palpatine
fears the Federation means to destroy me."
"I promise you, we will not let that happen," the Jedi Master
advised solemnly.
The Queen turned and with her handmaidens followed
Panaka and the Naboo guards and officers into the transport.
Jar Jar hurried over and enveloped Anakin in a huge hug.
"Weesa goen horne, Annie!" he exclaimed with a grin, and Anakin
Skywalker hugged. him back.
Moments later they were all aboard, and the sleek transport
had lifted off, leaving Coruscant behind.
* * *

THE PHANTOM MENACE===============================================243

It was night in the Naboo capital city of Theed, the streets
empty and silent save for the occasional passing of battle-droid
patrols and the whisper of the wind. In the Queen's throne
room, Nute Gunray and Rune Haako stood attentively before a
hologram ofDarth Sidious. The hologram filled the space at one
end of the room, rising up before them menacingly.
The dark-cloaked figure at its center gestured. "The Queen is
on her way to you," the Sith Lord intoned softly. "When she ar-
rives, force her to sign the treaty."
There was a momentary pause as the Neimoidians exchanged
worried looks. "Yes, my lord," Nute Gunray agreed reluctantly.
"Viceroy, is the planet secure?" The dark figure in the holo-
gram shimmered with movement.
"Yes, my lord." Gunray was on firmer ground here. "We
have taken the last pockets of resistance, consisting of mostly
primitive life-forms. We are now in complete control."
The faceless speaker nodded. "Good. I will see to it that in
the Senate things stay as they are. I am sending Darth Maul to
join you. He will deal with the ]edi."
"Yes, my lord." The words were a litany.
The hologram and Darth Sidious faded away. The Neimoidi-
ans stood where they were, frozen in place.
"A Sith Lord, here with us?" Rune Haako whispered in dis-
belief, and this time Nute Gunray had nothing to say at all.

--=~19===-

Aboard the Queen's transport, coming out of hyperspace
and approaching the Naboo star system, Qui-Gon Jinn paused
on his way to a meeting with the Queen to study Anakin
Skywalker.
The boy stood at the pilot's console next to Ric Olie. The
Naboo pilot was bent forward over the controls, pointing each
one out in turn and explaining its function. Anakin was absorb-
ing the information with astonishing quickness, brow furrowed,
eyes intense, concentration total.
"And that one?" The boy pointed.
"The forward stabilizer." Ric Olie glanced up at him expec-
tantly, waiting.
"And those control the pitch?" Anakin indicated a bank of
levers by the pilot's right hand.
Ric Olie's weathered face broke into a grin. "You catch on
pretty quick."
As quick as anyone he had ever encountered, Qui-Gon Jinn
thought. That was the reason Anakin was so special. It gave

THE PHANTOM MENACE===============================================245

evidence of his high midi-chlorian count. It suggested anew that
he was the chosen one.
The Jedi Master sighed. Why could the Council not accept
that this was so? Why were they so afraid of taking a chance
on the boy, when the signs were so clear?
Qui-Gon found himself frustrated all over again. He under-
stood their thinking. It was bad that Anakin was so old, but not fa-
tal to his chances. What troubled them was not his age, but the
conflict they sensed within him. Anakin was wrestling with his
parentage, with his separation from his mother, his friends, and his
home. Especially his mother. He was old enough to appreciate
what might happen, and the result was an uncertainty that worked
within him like a caged animal seeking to break free. The Jedi
Council knew that it could not tame that uncertainty from with-
out, that it could be mastered only from within. They believed
Anakin Skywalker too old for this, his thinking and his beliefs too
settled to be safely reshaped. He was vulnerable to his inner con-
flict, and the dark side would be quick to take advantage of this.
Qui-Gon shook his head, staring over at the boy from the
back of the cockpit. Yes, there were risks in accepting him as an
apprentice. But few things of worth were accomplished in life
without risk. The Jedi order was founded on strict adherence to
established procedures in the raising and educating of young
Jedi, but there were exceptions to all things, even this. That
the Jedi Council was refusing even to consider that this was an
instance in which an exception should be made was intolerable.
Still, he must keep faith, he knew. He must believe. The deci-
sion not to train Anakin would be reconsidered on their return
and reversed. If the Council did not embrace the boy's training
as a Jedi voluntarily, then it would be up to Qui-Gon to find a
way to make it do so.

246=======================================================TERRY BROOKS

He turned away then and walked from the cabin to the pas-
sageways beyond and descended one level to the Queen's cham-
bers. The others she had called together for this meeting were
already present when he arrived. Obi-Wan gave him a brief, neu-
tral nod of recognition, standing next to a glowering Captain
Panaka. Jar Jar Binks hugged the wall to one side, apparendy try-
ing to disappear into it. Amidala sat on her shipboard throne on a
raised dais set against one wall, two of her handmaidens, Rabe
and Eirtae, flanking her. Her white-painted face was composed
and her gaze cool as it met his own, but there was fire in the
words she spoke next.
"When we land on Naboo," she advised the Jedi Master after
he had bowed and taken up a position next to Panaka, "it is my
intention to act on this invasion at once. My people have suffered
enough. "
Panaka could barely contain himself, his dark face tight with
anger. "When we land, Your Highness, the Trade Federation will
arrest you and force you to sign their treaty!"
Qui-Gon nodded thoughtfully, curious as to the Queen's
thinking. "I agree. I'm not sure what you hope to accomplish by
this.”
Amidala might have been carved from stone. "The Naboo
are going to take back what is ours."
"There are only twelve of us!" Panaka snapped, unable to keep
silent. "Your Highness," he added belatedly. "We have no army!"
Her eyes shifted to Qui-Gon. "The Jedi cannot fight a war
for you, Your Highness," he advised. "We can only protect you."
She let her gaze drift from them to setde on Jar Jar. The
Gungan was studying his toes. "Jar Jar Binks!" she called.
Jar Jar, clearly caught off guard, stiffened. "Me, Your
Highness?"

247===============================================THE PHANTOM MENACE 

"Yes," Amidala of the Naboo affirmed. "I have need of
your help."

Deep in the Naboo swamps, at the edge of the lake that
bored downward to the Gungan capital city of Otoh Gunga,
the fugitives from the Queen's transport were grouped at the
water's edge, waiting for the return of Jar Jar Binks. Amidala
and her handmaidens, the J edi Knights, Captain Panaka, Anakin,
R2- D2, Ric Olie and several other pilots, and a handful ofNaboo
guards clustered uneasily in the misty silence. It was safe to
say that even now no one but the Queen knew exactly what
it was she was attempting to do. All she had been willing to re-
veal to those in a position to inquire was that she wished to make
contact with the Gungan people and Jar Jar would be her emis-
sary. She had insisted on landing in the swamp, even after both
Panaka and the Jedi had advised against it.
A single battleship orbited the planet, all that remained of
the Trade Federation blockade. Housed within was the control
station responsible for directing the droid army that occupied
Naboo. When Panaka wondered aloud at the absence of the
other battleships, Qui-Gon pointed out rather dryly that you
don't need a blockade once you control the port.
Anakin, standing apart from the others with R2- D2, studied
the group surreptitiously. Jar Jar had been gone a long time, and
everyone but the Queen was growing restless. She stood
wrapped in her soft robes, silent and implacable in the midst of
her handmaidens. Padme, Eirtae, and Rabe had changed from
their crimson hooded cloaks into more functional trousers, tu-
nics, boots, and long-waisted overcoats, and there were blasters
strapped to their waists. The boy had never seen Padme like this,
and he found himself wondering how good a fighter she was.

248======================================================TERRY BROOKS

As if realizing he was thinking of her, Padme broke away
from the others and came over to him.
"How are you, Annie?" she asked quiedy, her kind eyes lock-
ing on his.
He shrugged. "Okay. I've missed you."
"It's good to see you again. I'm sorry I haven't had a chance
to talk with you before, but I've been very busy."
They hadn't spoken more than a few words to each other
since leaving Tatooine, and Anakin hadn't even seen Padme since
their departure from Coruscant. It had bothered him, but he'd
kept it to himself.
"I didn't-I-" he stuttered, looking down at his boots.
"They decided not to make me a J edi."
He recounted the story for her, detailing the events sur-
rounding his appearance before the Jedi Council. Padme listened
intendy, then touched his cheek with her cool fingers. "They can
change their minds, Annie. Don't give up hope."
She bent close then. "I have something to tell you. The
Queen has made a painful, difficult decision-a decision that
will change everything for the Naboo. We are a peaceful people,
and we do not believe in war. But sometimes there is no choice.
Either you adapt or you die. The Queen understands this. She
has decided to take an aggressive posture with the Trade Fed-
eration army. The Naboo are going to fight to regain their
freedom. "
"Will there be a batde?" he asked quickly, trying unsuccess-
fully to hide his excitement.
She nodded. "I'm afraid so."
"Will you be involved?" he pressed.
She smiled sadly. "Annie, I don't have a choice."

THE PHANTOM MENACE=============================================== 249

* * *
Qui-Gon and Obi-Wan stood together some distance away.
The Jedi still weren't speaking to each other, or only barely so.
Their words on the journey out from Coruscant had been re-
served almost exclusively for others. The hard feelings caused by
Qui-Gon's bid to train Anakin did not soften. The boy had tried
to talk to Obi-Wan once aboard the Queen's ship, just to say he
was sorry this had happened, but the younger Jedi had brushed
him off.
Now, though, Obi-Wan was beginning to feel uncomfort-
able with the situation. He had been close with Qui-Gon for too
long to let a momentary disagreement put an end to twenty-odd
years offriendship. Qui-Gon was like a father to him, the only fa-
ther he knew. He was angry that the Jedi Master would dismiss
him so abruptly in favor of the boy, but he realized, too, the
depth of Qui-Gon's passion when he believed in something.
Training this boy to be a Jedi was a cause Qui-Gon championed
as he had championed no other in Obi-Wan's memory. He did
not do so to slight his protege. He did so because he believed in
the boy's destiny.
Obi-Wan understood. Who could say? Perhaps this time
Qui-Gon was right. Perhaps Anakin Skywalker's training was a
cause worth fighting for.
"I've been thinking," Qui-Gon announced suddenly, keep-
ing his voice low, his eyes directed toward the others. "We are
treading on dangerous ground. If the Queen intends to fight a
war, we cannot become involved. Not even in her efforts to per-
suade the Gungans to join with the Naboo against the Federa-
tion, if that is what she intends by coming here. The Jedi have no
authority to take sides."

250=======================================================TERRY BROOKS

"But we do have authority to protect the Queen," Obi-Wan
pointed out.
Qui-Gon's eyes shifted to find his. "It is a fine line we walk,
then."
"Master," Obi-Wan said, facing him now. "I behaved badly
on Coruscant, and I am embarrassed. I meant no disrespect to
you. I do not wish to be difficult in the matter of the boy."
"Nor have you been," the older Jedi replied, a faint smile
appearing. "You have been honest with me. Honesty is never
wrong. I did not lie when I told the Council you were ready. You
are. I have taught you all I can. You will be a great Jedi, my
young Padawan. You will make me proud."
They gripped hands impulsively, and as quickly as that the
breach that had opened between them was closed.

Moments later, a dark shape broke the surface of the water
with a splash, and Jar Jar Binks climbed from the lake, shaking
water from his amphibious skin onto the assembled. Long ears
dripping, billed mouth shedding water like a duck's, he shook his
head worriedly.
"Tis nobody dere! Deys all gone!" His eyestalks swiveled.
"Some kinda fight, deys have. Maccaneks, mebbe. Very bombad.
Otoh Gunga empty. All Gungans gone. All gone."
"Do you think they have been taken to the camps?" Panaka
asked quickly, glancing around at the group.
"More likely they were wiped out," Obi-Wan offered in
disgust.
But Jar Jar shook his head. "Me no think so. Gungans too
smart. Go into hiding. When dey in trubble, go to sacred place.
Maccaneks no find dem dere."

THE PHANTOM MENACE===============================================251

Qui-Gon stepped forward. "Sacred place?" he repeated.
"Can you take us there, Jar Jar?"
The Gungan sighed heavily, as if to say "Here we go again,"
and beckoned for them to follow.
They traversed the swamp for some time, first skirting the
lake, then plunging deep into a forest of massive trees and tall
grasses, following a water-screened pathway that connected a
series of knolls. Somewhere in the distance, Trade Federation
STAPs buzzed and whined as a search for the transport fugitives
commenced in earnest. Jar Jar glanced about apprehensively as
he picked his way through the mire, but did not slow.
Finally, they emerged in a clearing of marshy grasses and
stands of trees with roots tangled so thickly they formed what ap-
peared to be an impassable hedge. Jar Jar stopped, sniffed the air
speculatively, and nodded. "Dissen it."
He lifted his head and made a strange chittering noise
though his billed mouth, the sound echoing eerily in the silence.
The group waited, eyes searching the misty gloom.
Suddenly Captain Tarpals and a scouting party of Gungans
riding kaadu emerged from the haze, electropoles and energy
spears held at the ready.
"Heydey ho, Cap'n Tarpals," Jar Jar greeted cheerfully.
"Binks!" the Gungan leader exclaimed in disbelief. "Notta
gain!"
Jar Jar shrugged nonchalantly. "We come ta see da Boss!"
Tarpals rolled his eyes. "Ouch time, Binks. Ouch time for alla
yous, mebbe."
Herding them together, Gungans on kaadu providing a
perimeter escort on all sides, Tarpals led them deeper into the
swamp. The canopy formed by the limbs of the trees became so

252=======================================================TERRY BROOKS

thick that the sky and the sun almost disappeared. Bits and pieces
of statuary began to surface, crumbling stone facades and plinths
sinking in the mire. Vines snaked their way across the broken re-
mains, dropping down from limbs that twisted and wound to-
gether in vast wooden nets.
Pushing through a high stand of saw grass, they arrived in a
clearing filled with Gungan refugees-men, women, and chil-
dren of all ages and descriptions, huddled together on a broad,
dry rise, many with their possessions gathered around them.
Tarpals led the company past the refugees to where the ruins of
what had once been a grand temple were being slowly reclaimed
by the swamp. Platforms and stairs were all that remained intact,
the columns and ceilings having long ago collapsed and broken
apart. The massive heads and limbs of stone statues poked out of
the mire, fingers clutching weapons and eyes staring sightlessly
into space.
At the far end of the ruins, Boss Nass appeared, lumbering
out of shadows with several more of the Gungan council to stand
atop a stone head partially submerged in the water. Amidala and
her retinue approached to within hailing distance over a network
of causeways and islands.
"Jar Jar Binks, whadda yous doen back?" Boss Nass rumbled
angrily. "Yous suppose ta take dese outlanders and no come
back! Yous pay good dis time!" The fleshy head swiveled. "Who
yous bring here ta da Gungan sacred place?"
The Queen stepped forward at once, white face lifting. "I am
Amidala, Queen of the Naboo."
"Naboo!" Boss Nass thundered. "No like da Naboo! Yous
bring da maccaneks! Dey bust up our homes! Dey drive us all
out!" A heavy arm lifted, pointing at the Queen. "Yous all bom-
bad! Yous all die, mebbe!"

THE PHANTOM MENACE===============================================253

Anakin noticed suddenly that they were completely sur-
rounded by Gungans, some on kaadu, some on foot, all with
electropoles, energy spears, and some sort of throwing device.
Captain Panaka and the Naboo guards were looking around ner-
vously, hands straying toward their blasters. The Jedi flanked the
Queen and her handmaidens, but their arms hung loose at their
sides.
"We wish to form an alliance with you," Amidala tried again.
"We no form nutten wit da Naboo!" Boss Nass roared
angrily.
Abruptly Padme detached herself from the others and stepped
in front of the Queen. "You did well, Sabe. But 1 will have to do
this myself," she said quietly, and turned to face Boss Nass.
"Who dis?" the head Gungan snapped.
Standing next to Anakin, R2-D2 beeped softly in recogni-
tion. The droid had figured it out first.
Padme straightened. "1 am Queen Amidala," she announced
in a loud, clear voice. "Sabe serves from time to time as my de-
coy, my loyal bodyguard. 1 am sorry for my deception, but given
the circumstances, 1 am sure you can understand." She turned to
the Jedi, her eyes shifting momentarily to find Anakin. "Gentle-
men, 1 apologize for misleading you."
Her eyes returned quickly to Boss Nass, who was frowning
suspiciously, clearly not understanding any of what was happen-
ing. "Although our people do not always agree, Your Honor,"
she continued, her voice softening, "we have always lived in
peace. Until now. The Trade Federation, with its tanks and its
'maccaneks,' has destroyed all that we have worked so hard to
build. The Gungans are in hiding, and the Naboo have been im-
prisoned in camps. Ifwe do not act quickly, all that we value will
be lost forever."

254=======================================================TERRY BROOKS

She stretched out her hands. "I ask you to help us, Your
Honor." She paused. "No, I beg you to help us."
She dropped abruptly to one knee in front of the astonished
leader of the Gungans. There was an audible gasp of surprise
from the Naboo. "We are your humble servants, Your Honor,"
Padme said so that all could hear. "Our fate is in your hands.
Please help us."
She motioned, and one by one, her handmaidens, Panaka,
and the Naboo pilots and guards dropped to their knees beside
her. Anakin and the Jedi were the last to join them. Out of the
corner of his eye, Anakin saw Jar Jar standing virtually alone in
their midst, staring around in wonderment and shock.
For a moment, no one said anything. Then a slow, deep rumble
of laughter rose out of the throat of Boss Nass. "Ho, ho, ho! Me
like ills! Dis good! Yous no think yous greater den da Gungans!"
The head Gungan came forward, reaching out with one
hand. "Yous stand, Queen Amidoll. Yous talk wit me, okay?
Mebbe we gonna be friends after all!"

The senior Sith Lord appeared in a shimmer of robes and
shadows as his protege and the Neimoidians walked slowly down
the corridor leading from the throne room back to the plaza.
"We have sent out patrols," Nute Gunray said, concluding
his report to the ominous figure in the projection. "We have al-
ready located their starship in the swamp. It won't be long until
we have them in hand, my lord."
Darth Sidious was silent. For a moment Nute Gunray was
afraid he hadn't been heard. "This is an unexpected move for the
Queen," the Sith Lord said at last, his voice so low it could barely
be heard. "It is too aggressive. Lord Maul, be mindful."

THE PHANTOM MENACE===============================================255

"Yes, Master," the other Sith growled softly, yellow eyes
gleaming.
"Be patient," Darth Sidious purred, head lowered in cowled
shadows, hands folded into black robes. "Let them make the
first move."
In silence, Darth Maul and the Neimoidians continued on as
the hologram slowly faded away.

Boss Nass was as mercurial as he was large, and his change of
attitude toward the Naboo was dramatic. Once he decided that
the Queen did not consider herself his superior, that she was in
fact quite sincere in her plea for Gungan help, he was quick to
come around. The fact that his dislike of the battle droids was
every bit as strong as hers didn't hurt matters, of course. Perhaps
he had been hasty in his belief that the "maccaneks" wouldn't
find the Gungans in the swamps. Otoh Gunga had been attacked
at daybreak two days earlier and its inhabitants driven from their
homes. Boss Nass was not about to sit still for that. If a plan
could be put together to drive the invaders out, the Gungan
army would do its part to help.
He took Amidala and her companions out of the swamp to
the edge of the grass plains that ran south to the Naboo capital
city of Theed. Any attack would be mounted from here, and the
Queen had come to the Gungans with a very specific plan of at-
tack in mind.
The first step in that plan involved sending Captain Panaka
on a reconnaissance of the city.
As they stood looking out from the misty confines of the
swamp toward the open grasslands, waiting for Panaka's return,
Boss Nass trundled up to Jar Jar.

256=======================================================TERRY BROOKS

"Yous doen grand, Jar Jar Binks!" he rumbled, wrapping a
meaty arm around the slender Gungan's shoulders. "Yous bring
da Naboo and da Gungan together! Tis very brave thing."
Jar Jar shuffled his feet and looked embarrassed. "Ah, yous
no go sayendat. Tis nutten."
"No, yous grand warrior!" Boss Nass declared, squeezing the
air out of his compatriot with a massive hug.
"No, no, no," the other persisted bashfully.
"So," Boss Nass concluded brightly, "we make yous bombad
general in da Gungan army!"
"What?" Jar Jar exclaimed in dismay. "General? Me? No, no,
no!" he gasped, and his eyes rolled up, his tongue fell out, and he
fainted dead away.
Padme was in conference with the Jedi and the Gungan gen-
erals, to whose number Jar Jar Binks had just been added, so
Anakin, at loose ends, had wandered over to keep company with
the Gungan sentries who were keeping lookout for Panaka. The
Gungans patrolled the swamp perimeter on kaadu and kept
watch through macro binoculars from treetops and the remains
of ancient statuary, making certain Federation scouting parties
didn't come up on them unexpectedly. Anakin stood at the base
of a temple column, still trying to come to terms with Padme's
revelation. Everyone had been surprised, of course, but no
one more than he. He wasn't sure how he felt about her
now, knowing she wasn't just a girl, but a Queen. He had de-
clared he would marry her someday, believing it so, but how
could someone who had been a slave all his life marry a Queen?
He wanted to talk to her, but there wasn't any opportunity for
that here.
He supposed things wouldn't be the same after this, but he

THE PHANTOM MENACE===============================================257

wished they could. He liked her as much now as he had before,
and to tell the truth he didn't care if she was a Queen or not.
He glanced over at the girl and the Jedi Knights and thought
how different things were here than they had been on Tatooine.
Nothing had worked out the way he had hoped for any of them,
and it remained to be seen if leaving his mother and home to
come with them was a good idea after all.
The Gungan lookout standing atop a piece of statuary above
him gave a grunt. "Dey comen," he called down, peering out
into the grasslands through his macro binoculars.
Anakin gave a yell in response and raced over to Padme, the
Jedi, and the Gungan generals. "They're back!" he shouted.
Everyone turned to watch a squad of four speeders skim over
the flats and pull to a stop in the concealing shadow of the
swamp. Captain Panaka and several dozen Naboo soldiers, offi-
cers, and starfighter pilots jumped down. Panaka made his way
directly to the Queen.
"I think we got through without being detected, Your High-
ness," he advised quickly, brushing the dust from his clothing.
"What is the situation?" she asked as the others crowded
close to them.
Panaka shook his head. "Most of our people are in the deten-
tion camps. A few hundred officers and guards have formed an
underground movement to resist the invasion. I've brought as
many of the leaders as I could find."
"Good." Padme nodded appreciatively toward Boss Nass.
"The Gungans have a larger army than we imagined."
"Very, very bombad!" the Gungan chief rumbled.
Panaka exhaled wearily. "You'll need it. The Federation army
is much larger than we thought, too. And stronger." He gave the

258=======================================================TERRY BROOKS

Queen a considering look. "In my opinion, this isn't a battle we
can win, Your Highness."
Standing at the edge of the circle, Jar Jar Binks looked down
at Anakin and rolled his eyes despairingly.
But Padme was undeterred. "I don't intend to win it, Cap-
tain. The battle is a diversion. We need the Gungans to draw the
droid army away from Theed, so we can infiltrate the palace and
capture the Neimoidian viceroy. The Trade Federation cannot
function without its head. Neimoidians don't think for them-
selves. Without the viceroy to command them, they will cease to
be a threat."
She waited for them to consider her plan, eyes fixing auto-
maticallyon Qui-Gon Jinn. "What do you think, Master Jedi?"
she asked.
"It is a well-conceived plan," Qui-Gon acknowledged. "It ap-
pears to be your best possible move, Your Highness, although there
is great risk. Even with the droid army in the field, the viceroy will
be well guarded. And many of the Gungans may be killed."
Boss Nass snorted derisively. "They bombad guns no get
through our shields! We ready to fight!"
Jar Jar gave Anakin another eye roll, but this time Boss Nass
saw him do so and gave his new general a hard warning look.
Padme was thinking. "We could reduce the Gungan casual-
ties by securing the main hangar and sending our pilots to knock
out their orbiting control ship. Without the control ship to signal
them, the droid army can't function at all."
Everyone nodded in agreement. "But if the viceroy should
escape, Your Highness," Obi-Wan pointed out darkly, "he will
return with another droid army, and you'll be no better off than
you are now. Whatever else happens, you must capture him."
"Indeed, we must," Padme agreed. "Everything depends on

THE PHANTOM MENACE===============================================259

it. Cut off the head, and the serpent dies. Without the viceroy,
the Trade Federation collapses."
They moved on to other matters then, beginning a detailed
discussion of battle tactics and command responsibilities. Anakin
stood listening for a moment, then eased his way close to Qui-
Gon and tugged on his sleeve.
"What about me?" he asked quietly.
The Jedi Master put a hand on the boy's head and smiled.
"You stay close to me, Annie, do as I say, and you'll be safe."
Keeping safe wasn't quite what the boy had in mind, but he
let the matter drop, satisfied that as long as he was close to Qui-
Gon, he woUldn't be far from the action.

In the Theed palace throne room, Darth Sidious loomed in
hologram form before Darth Maul, Battle Droid Commander
OOM-9, and the Neimoidians. Smooth and silky, his voice
oozed through the shadowy ether.
"Our young Queen surprises me," he whispered thought-
fully, hidden within his dark robes. "She is more foolish than I
thought. "
"We are sending all available troops to meet this army of
hers," Nute Gunray offered quickly. "It appears to be assembling
at the edge of the swamp. Primitives, my lord-nothing better.
We do not expect much resistance."
"I am increasing security at all Naboo detention camps,"
OOM-9 intoned.
Darth Maul glared at nothing, then shook his horned head.
"I feel there is more to this than what we know, my Master. The
two Jedi may be using the Queen for their own purposes."
"The Jedi cannot become involved," Darth Sidious soothed,
hands spreading in a placating motion. "They can only protect

260=======================================================TERRY BROOKS

the Queen. Even Qui-Gon Jinn cannot break that covenant. This
will work to our advantage."
Darth Maul snorted, anxious to get on with it.
"I have your approval to proceed, then, my lord?" Nute
Gunray asked hesitantly, avoiding the younger Sith's mad eyes.
"Proceed," Darth Sidious ordered softly. "Wipe them out,
Viceroy. All of them."

--==~20=:=-

By midday, with the sun overhead in a cloudless sky and the
wind died away to nothing, the grasslands lying south of Theed
between the Naboo capital city and the Gungan swamp lay
empty and still. Heat rose off the grasslands in a soft shimmer,
and it was so quiet that from a hundred meters away the chirp
of birds and the buzz of insects could be heard as if they were
settled close by.
Then the Trade Federation army's bubble-nosed transports
and armor-wrapped tanks roared onto the rolling meadows,
skimming the tall grasses in gleaming waves of bright metal.
It was quiet in the swamps as well, the perpetual twilight
hushed and expectant beneath the vast canopy of limbs and
vines, the surface of the mire as smooth and unbroken as glass,
the reeds and rushes motionless in the windless air. Here and
there a water bug jumped soundlessly from place to place, stir-
ring puddles to life in the wake of its passing, bending blades of
grass like springboards. Birds swooped and banked in bright
flashes of color, darting from limb to limb. Small animals crept

262=======================================================TERRY BROOKS

from cover to drink and feed, eyes bright, noses twitching, senses
alert.
Then the Gungan army surfaced in a rippling of murky water
and a stream of bubbles, lop-eared heads popping up like corks,
-first one, then another, and finally hundreds and eventually
thousands.
Both on the plain and in the swamp, the small animals raced
back into hiding, the birds took wing, and the insects went to
ground.
Astride their kaadu, the Gungans rode from their conceal-
ment with armor strapped to their amphibious bodies and weap-
ons held at the ready. They carried long-hafted energy spears and
metal-handled ball slings for long-distance fighting and energy
shields for close combat. The kaadu shook themselves as they
reached dry ground, shedding the swamp water from their
smooth skins, eyes picking out the solid patches of ground as
their riders urged them on. Numbers swelling as they reached
the fringes of the swamp, the Gungans began to form up in ranks
of riders that stretched away as far as the eye could see.
As the first wave rode clear, the swamp boiled anew with the
appearance of fambaa-huge, four-legged lizards with long
necks and tails and massive, scaly bodies. The fambaa bore shield
generators atop their broad backs, machines that when linked
would activate a force field to protect the Gungan soldiers
against Trade Federation ~eaponry. The fambaa lumbered
heavily beneath their loads, necks craning from side to side as
their drivers prodded them impatiently.
Jar Jar Binks rode with them at the head of his new com-
mand, wondering what it was he was supposed to do. Mostly, he
believed, he was supposed to stay out of the way. Certainly the
other generals and even his oWn subordinate officers had made it

THE PHANTOM MENACE===============================================263

clear that this was what they preferred. Boss Nass might think it
clever to make him a general in the Gungan army, but the career
officers found it less amusing. General Ceel, who was com-
mander-in-chief, grunted sourly at Jar Jar, on being informed of
his new position, and told him to set a good example for his
people and die well.
Jar Jar had responded to all this by keeping a low profile until
the march out of the swamp began, and then he had assumed his
required position at the head of his command. He had gotten
barely a hundred meters after emerging from concealment when
he had fallen offhis kaadu. No one had bothered to stop to help
him climb back on, and so now he was riding somewhere in the
middle of his troops.
"Tis very bombad," he kept whispering to himself as he rode
with the others through the marshy haze.
Slowly, steadily, the Gungan army cleared the tangle of the
swamps and moved out onto the open grasslands where the
Trade Federation army was already waiting.

Anakin Skywalker hunkered down in the shadows of a build-
ing directly across from the main hangar of the N aboo starfleet in
the city of Theed. It was quiet here as well, the bulk of the battle
droids dispatched to the field to deal with the Gungan army, the
remainder scattered throughout the city in patrols and on
perimeter watch. Nevertheless, tanks crowded the plaza fronting
the hangar complex, and a strong contingent of battle droids
warded the Naboo fleet. Seizing control of the starfighters was
not going to be easy.
Anakin glanced over at those with him. Padme, dressed as a
handmaiden, crouched with Eirtae beside the Jedi, waiting for
Captain Panaka's command to get into position on the other side

264=======================================================TERRY BROOKS

of the square. Sabe, the decoy Queen, and her handmaidens
wore battle dress, loose-fitting and durable, with blasters strapped
to their sides. R2-D2 blinked silendy from behind them in the
company of twenty-odd Naboo officers, guards, and pilots, all
armed and ready. It seemed to the boy like a pathetically small
number of fighters to carry the day, but it was all they had.
At least Qui-Gon and Obi-Wan were talking again. They had
ri begun doing so on the journey in from the swamps, a few words
here, a few there, exchanging comments guardedly, testing the
waters. Anakin had listened carefully, more attuned to the nu-
ances of their conversation than others could be, hearing in the
inflection of their voices more than simply the words spoken.
After a time, when the words had healed enough of the breach
that they felt comfortable again, there were smiles, brief and al-
most sad, but clear in their purpose. The Jedi were old friends
and their relationship that of father and son. They did not want
to toss it all away over a single disagreement. Anakin was thank-
ful for that-especially since the disagreement in question was
over him.
Padme had spoken to him as well, joining him for a few mo-
ments as they approached the city through the forests east, her
smile banishing all his doubts and fears in a moment's time.
"I'm sorry I couldn't tell you sooner," she said, apologizing
for hiding her identity. "I know it was a surprise."
"It's okay," he said, shrUgging bravely.
"I guess knowing I'm a Queen makes you feel differendy
about me, doesn't it?" she asked.
"I guess, but that's okay. Just so you still like me. Because I
still like you." He looked over at her hopefully.
"Of course, Annie. Telling you who I really all} doesn't mean

THE PHANTOM MENACE===============================================265

my feelings for you have changed. 1 was the same person before,
whether you knew the truth about me or not."
He thought about it a moment. "I suppose." He brightened.
"So 1 guess my feelings for you shouldn't be any different now
either."
She moved away, smiling broadly back at him, and just at that
moment he felt ten meters tall.
So now he was at peace with himself about the Jedi and
Padme, but was beset with new concerns. What if something
happened to them during the fight ahead? What if they were hurt
or even. ..He couldn't bring himself to finish the thought.
Nothing bad would happen to them, that was all. He wouldn't
let it. He glanced at them, kneeling in silence at the edge of the
plaza, and promised himself he would keep them safe no matter
what. That would be his job. His mouth tightened with determi-
nation as he made his pledge.
"Once we get inside, Annie, you find a safe place to hide un-
til this is over," Qui-Gon advised suddenly, bending close, almost
as ifhe could read the boy's mind.
"Sure," Anakin promised.
"And stay there," the Jedi Master added firmly.
Across the way, Panaka and his contingent of fighters were in
position now, placing the tanks and battle droids in a crossfire
with Padme's group. Padme produced a small glow rod and
flashed a coded signal to Panaka across the square.
All around Anakin, weapons slid free of holsters and fasten-
ings, and safeties were released.
Then Panaka's fighters opened up on the battle droids,
blasters shattering their metal bodies in a hail of laser fire. Other
droids wheeled about in response and began exchanging fire,

266=======================================================TERRY BROOKS

drawn toward the source of the conflict and away from Padme's
group.
Qui-Gon came to his feet. "Stay close," Qui-Gon whispered
to him.
A moment later, the boy was running with the Jedi, Padme,
Eirtae, R2-D2, and their Naboo contingent of soldiers and pilots
toward the open door of the hangar.
Jar Jar sat tall astride his kaadu, having regained his compo-
sure and resumed his position at the head of his troop. The Gun-
gan army was spread out all along the grasslands on either side of
where he rode for as far as the eye could see. Birdlike, the kaadu
picked their way through the tall grasses, heads dipping, Gungan
riders swaying with the motion. The Gungans wore leather and
metal headgear and body armor, with small, circular shields
strapped at their hips and tri-plate energy packs for abetting the
force field jutting like metal feathers from their saddle backs.
The fambaa, bearing the shield generators, were spaced evenly
down their lines to achieve maximum protection once the gener-
ators were activated. Like tanks, the massive lizards lumbered
amidst the more nimble kaadu, and the grasslands shook with
the weight of their passing.
At the head of the army rode General Ceel and his command
unit, the flags of Otoh Gunga and the other Gungan cities borne
in their wake at the end of long poles.
The army crested a rise, a great, rolling wave of dark bodies,
and on a hand signal from General Ceel, drew to a halt.
Across a long, shallow depression, its position secure on the
next ridge over, the Trade Federation army waited. Lines of
STAPs and tanks formed the first rank, spread out over a distance

THE PHANTOM MENACE===============================================267

of more than a kilometer, armor plating and weapons gleaming
in the midday sun. Buttressing the smaller vehicles were the huge
Federation transports, massive bodies hovering just off the
ground, bulbous-nose gates closed and pointed forward toward
the Gungans. Battle droids controlled tanks and STAPs, faceless
and empty metal shells impervious to pain, devoid of emotion,
and programmed to fight until destroyed.
Jar Jar Binks stared at the droid army in awe. There was not a
living creature in sight, not one made of flesh and blood, not one
that would react to the terrible roil of battle as the Gungans
would. It made his skin crawl to think of what that meant.
The fambaa were in place now, and General Ceel activated
the shield generators. The big turbines hummed to life, and a
pulse of red light arced from a generator atop one fambaa to a
dish atop the next, the beam widening and broadening as it grew
in size to encompass the whole of the Gungan army until each
soldier and kaadu was safely enfolded. The coloring of the pro-
tective light changed from red to gold, shimmering like a mirage
on a desert. The effect was to make it appear as if the Gungan
army was underwater, as if it had been swallowed in a bright,
clear sea.
The Federation was quick to test the shield's effectiveness.
On a signal from Droid Commander OOM-9, who in turn was
responding to a command from the deep-space control center,
the tanks opened fire, their laser cannons sending round after
round into the covering. Searing beams hammered into the
shield and shattered ineffectively against the liquid energy sur-
face, unable to penetrate.
Within their protective covering, the Gungans waited pa-
tiently, weapons ready, trusting the strength of their shield.

268=======================================================TERRY BROOKS

Astride his kaadu, Jar Jar Binks flinched and squirmed fearfully,
muttering various prayers to ward off the destruction he was
certain would find him otherwise. Relentlessly, the Trade Federa-
tion cannons continued their attack, streamers of energy lancing
from their barrel mounts, pounding at the covering. The flash
and burn and explosion were blinding and deafening, but the
Gungans held their ground.
Finally, the Trade Federation guns went still. Try as they
might, they could not break through the Gungan energy shield.
Within their protective canopy, the Gungans cheered and bran-
dished their weapons triumphantly.
But now the tanks and STAPs withdrew, and the massive
transports advanced to the fore. The rounded-nose doors
opened, widening to reveal a cluster of racks mounted within.
The racks rolled forward on long rails, revealing row after row of
battle droids neatly folded up and suspended on hooks. When the
racks were fully extended, they began to lower and separate out-
ward, filling the open space in front of the transports with thou-
sands of droids.
Positioned at the forefront of their army, General Ceel and
his Gungan commanders exchanged worried looks.
Now the racks began to release the battle droids, who un-
folded in unison into standing positions, arms and legs extended,
bodies straight. Metal hands reached back over shoulders to pull
free the blaster rifles with which each unit was equipped.
On command from OOM-9, the entire array of battle droids
began to march toward the Gungan army, bright metal ranks fill-
ing the grasslands from horizon to horizon.
The Gungan shield wall was designed to deflect large, slow-
moving objects of density and mass such as artillery vehicles and
small, fast-moving objects generating extreme heat such as

THE PHANTOM MENACE===============================================269

projectiles from weapons fire. But it would not deflect small,
slow-moving droids-even massed together in such numbers as
they were here. Jar Jar~inks began to wish he were somewhere
else, thinking that as mighty as the Gungan army was, it was
dwarfed by the metal machine that marched against it now.
But the Gungans had come prepared for battle, and they were
not so deterred by the number of their enemies that they were
ready to quit. All up and down their lines, Gungans activated their
energy spears and straight-handled slings, arming them for the at-
tack. At the foot of the rise on which they waited, the front ranks
of the battle droids reached the perimeter of the energy field and
began to pass through. The shield had no effect on them. Lifting
their blasters to their shoulders, they began to fire.
Amid a wail of great, curved battle horns, the Gungans retal-
iated. A shower of spears rained down on the advancing droids,
shafts and points exploding on impact, ripping metal limbs and
torsos apart. Energy balls flung from the slings followed, inflict-
ing further damage. Mortars dumped their loads in the center of
the droid ranks, opening huge gaps in the attack. The battle
droids reeled and slowed, then regained momentum and came
on, hundreds more taking the place of those who had fallen,
marching mindlessly through the protective shield and into the
range of the Gungan weapons.
At the center of his command unit, General Ceel urged his
warriors on, tightening his defensive lines in front of the fambaa
and the shield generators to protect them from harm, knowing
that if the force field came down, the Trade Federation's tanks 
would strike the Gungans as well.
Battle-droid ranks, metal parts reflecting sun and fire, and
Gungan lines, orange-skinned and supple, closed to do battle.
Resisting the temptation to shut his eyes against what he

270======================================================TERRY BROOKS

knew was coming, Jar Jar Binks kicked his heels into the flanks of
his kaadu and charged ahead with the rest of his command.

In the relative seclusion of the Theed palace throne room, in
a place they had believed safely removed from any real danger,
Nute Gunray and Rune Haako stared at a giant viewscreen and
its rapidly changing images of the battle taking place in the main
hangar. The J edi Knights were inside the complex, accompanied
by Naboo soldiers and pilots, their lightsabers wreaking havoc on
the battle droids who tried to stop them.
"How did they get into the city?" Rune Haako whispered in
dismay.
Nute Gunray shook his head. "I don't know. I thought the
battle was going to take place far from here." His eyes were wide
and staring. "This is too close!"
They turned as one when Darth Maul stalked into the room,
bearing a long-handled lightsaber. Yellow eyes gleamed out of
the Sith's red and black tattooed face, and his dark cloak billowed
out behind him.
Nute Gunray and Rune Haako backed away instinctively,
neither of them wanting to get in the way. "Lord Maul," Gunray
greeted, inclining his head briefly.
Darth Maul glanced at him disdainfully. "I told you there
was more to this than ,,:as apparent!" His eyes had a wild, manic
look to them. "The Jedi have come to Theed for a reason,
Viceroy. They have a plan of their own for defeating us."
"A plan?" the Neimoidian asked worriedly.
"One that will fail, I assure you." The striped face glinted
wickedly in the light. "I have waited a long time for this. I have
trained for it endlessly. The J edi will regret their decision to re-
turn here."

THE PHANTOM MENACE===============================================271

There was an edge to his rough voice that was frightening.
The Sith was anxious for this confrontation, his body coiled and
ready, his hands flexing about lfts weapon. The Neimoidians did
not envy those he sought.
"Wait here until I return," he ordered abruptly, and swept
past them.
"Where are you going?" Nute Gunray demanded frantically
as the Sith Lord crossed toward the speeder docks.
"Where do you think I'm going, Viceroy?" the other
sneered. "I'm going to the main hangar to rid you of the Jedi
once and for all."

--:====21~=:::=--

Anakin Skywalker rushed through the open doors of the
main hangar after the Jedi and Padme, with R2-D2 and the rest
of the Naboo freedom fighters on their heels. Battle droids
turned to confront them, but lightsabers and blasters cut apart
the foremost before the others even knew what was happening.
The droids rallied in response, summoning help from without,
but Panaka and his men had those in the plaza already occupied,
and for a moment the Jedi and the Naboo were in control.
Mindful of Qui-Gon's admonition, Anakin ducked beneath
the fuselage of the closest starfighter, laser bolts searing the air
around him in brilliant bursm of fire.
"Get to your ships!" Padme shouted at her pilots, leading the
contingent of Naboo soldiers under her command in pursuit of
the retreating battle droids.
Ducking and crouching, she fired her blaster with quick, pre-
cise moves, bringing down droid after droid, her charges finding
their targets with unerring accuracy. The Jedi fought just ahead
of her, blocking droid laser fire with their lightsabers, striking

THE PHANTOM MENACE===============================================273

down those unfortunate enough to cross their path. But it was
Padme on whom Anakin's eyes ~re riveted, for not only had
he never seen this side of her, he hadn't even known it existed.
She moved with the skill and training of a seasoned fighter, no
longer seeming in any way a young girl, becoming instead a
deadly combatant.
He thought suddenly of his dream ofPadme leading an army
in another time and place, and suddenly the dream didn't seem
so impossible.
Pilots from the attacking force and R2 units freed from stor-
age in the hangar lockers moved quickly to board the Naboo
fighters, scattering swiftly through the hail of blaster fire. Clam-
bering aboard their starships, pilots in the cockpits, R2 units in
their sockets, they switched on their control panels and ignited
their engines. A roar of power filled the massive hangar, drown-
ing out the sound of laser fire, building to an ear-shattering
crescendo. One by one, the fighters began to levitate and shift
into position for takeoff.
A Naboo pilot rushed past Anakin and climbed into the
fighter he was crouched behind. "Better get out of here, kid!"
she called down from the cockpit. "Find yourself a new hiding
place! You're about to lose this one!"
Anakin darted away in a low crouch, droid blaster fire criss-
crossing the air above him, centering on the departing ships. The
fighter he had abandoned began to lift off, wheeling toward the
open hangar doors. Other ships were already speeding away into
the blue, engines booming.
As the Jedi and the Naboo fighters continued to push the
droid hangar watch steadily back, Anakin searched hastily for a
new hiding place. Then he heard R2-D2 whistle at him from an-
other fighter close at hand, the little droid already ensconced in

274=======================================================TERRY BROOKS

his socket, domed head rotating, control lights flashing. The boy
raced across the hangar floor littered with the shattered bodies of
battle droids, laser fire whizzing all about him, and jumped into
the cockpit with a gasp of relief.
Peering out from the safety of his bolt-hole, he watched the
last pair ofNaboo fighters rocket out of the hangar. The first got
free, but the second was hit by tank fire and knocked sideways so
that it pinwheeled into the ground and exploded in a ball of
flame. Anakin winced and crouched lower.
Now Panaka, Sabe, and the Naboo soldiers who had been
engaged in combat outside the hangar burst through the doors
as well, firing as they came. Caught in a crossfire, the remaining
battle droids were quickly overwhelmed and destroyed. There
was a hurried conference between the J edi, Padme, and Panaka,
and then the entire Naboo fighting force began to move toward
an exit in the hangar that took them direcdy past Anakin's hiding
place.
"Hey, where are you going?" the boy asked, popping his
head out of the cockpit as they passed.
"Annie, you stay there!" Qui-Gon ordered, motioning him
back down. His long hair was wild and his face intense. "Stay
right where you are!"
The boy ignored him, standing up instead. "No, I want to go
with you and Padme!"
"Stay in that cockpit!" Qui-Gon snapped in a tone of voice
that brooked no argument.
Anakin froze, undecided, as the contingent hurried past him
toward the exit door, weapons at the ready. He did not want to
be left behind. He had no intention of letting Qui-Gon and
Padme go on without him, especially since he could do nothing
to help them ifhe was stuck here in this empty hangar.

THE PHANTOM MENACE===============================================275

He was still wrestling with the matter when the entire group
slowed in front of the exit do!>r. A dark-cloaked figure stepped
through the opening to confront them. Anakin's breath caught
in his throat. It was the Sith Lord who had attacked them on the
Tatooine desert, a dangerous adversary, Qui-Gon had advised
the boy later, an enemy of the Jedi Knights. He stepped out of
the shadows like a large sand panther, his red and black tattooed
face a terrifying mask, his yellow eyes bright with anticipation
and rage.
Blocking the way out, he stood waiting for the J edi and their
charges, a long-handled lightsaber held before him. Captain
Panaka and his fighters backed away at once. Then, on command
from Qui-Gon, Padme and her handmaidens gave ground as
well, though less quickly and with more obvious reluctance.
Qui-Gon Jinn and Obi-Wan Kenobi stood alone in the Sith
Lord's path. Together, they removed their capes and ignited
their lightsabers. Their homed antagonist stripped away his cloak
as well, then lifted the long-handled lightsaber he bore as if offer-
ing it for inspection. Gleaming blade fire jutted from both ends
of the handle, revealing a deadly, dual-blade weapon. A smile
crossed the bearer's feral face as he swung the weapon before him
in an idle, casual gesture, beckoning the Jedi ahead.
Spreading out to either side, Qui-Gon and Obi-Wan slowly
advanced to meet him.

On the plains south of Theed, the battle between the Trade
Federation and the Gungan armies was fully joined. Gungans
and battle droids were locked in close combat, a tangle of am-
phibious bodies and metal shells. The shield generators still held
the Trade Federation tanks at bay. Only the droids had broken
through, but there were many more of them than there were of

278=======================================================TERRY BROOKS

the Gungans, and General Ceel had committed all his reserves to
the struggle.
Jar Jar Binks fought at the center of the maelstrom, wielding
a broken energy spear as a club, wheeling and stumbling this way
and that, careening wildly. Caught up in the wiring of a battle
droid he had decapitated, he could not manage to free himself
from the debris, and so was dragging the headless torso after
him. The droid, still operating on autopilot despite the loss of its
head, was firing its blaster continuously as Jar Jar whipped it this
way and that, finding droid targets more often than Gungans,
cutting a swath through their faltering ranks.
"Tis bombad! Tis bombad!" The Gungan shouted out the
refrain over and over as he swung his shattered spear and fought
to get free of his headless companion.
When at last he broke away and was able to smash the re-
mains of the droid into the ground, he was left standing in a wide
open space that everyone on both sides was trying desperately to
avoid. For a terrifying moment, Jar Jar literally did not know
which way to turn.
Then a cry went up from the Gungans closest. "Jar Jar Binks!
Jar Jar Binks!"
"Who, me?" the befuddled Gungan gasped.
Inspired troops rallied around him and pressed ahead once
more, sweeping him along in a wild and unexpected counterattack.
But the Trade Federation, unlike the Gungans, had other
weapons left to call upon. OOM-9, responding to orders from
the orbiting battleship command station, unleashed a battalion of
destroyer droids from the transports. Down long rampways they
wheeled, across the grasslands, over the bodies of shattered battle
droids, and through the Gungan energy shield. Transforming

THE PHANTOM MENACE===============================================277

into battle mode, they began to advance through the carnage,
twin blasters firing in stea~y cadence. Gungans and kaadu went
down in broken heaps, but other Gungans moved quickly to fill
the gaps in their lines, slowing the destroyer droids, fighting to
hold their ground.
Back and forth the battle raged, the outcome undecided.

Anakin Skywalker had made a promise to himself that he
would protect Qui-Gon Jinn and Padme Naberrie from harm,
that he would see to it somehow that nothing bad happened to
them. He knew when he made the promise how hard it was go-
ing to be to keep. Somewhere in the back of his mind where he
would admit such things privately, he knew how foolish it was
even to make such a commitment. But he was young and brave
at heart, and he had lived his life pretty much on his own terms
because to live it any other way would have broken him long ago.
It hadn't been easy doing so, especially as a slave. He had sur-
vived mostly because he had been able to find small victories in
difficult situations and because he had always believed that one
day he would find a way to overcome the circumstances of his
birth.
His belief in himself had been rewarded. His life had been
changed forever by his victory just days earlier in the Boonta Eve
Podrace on Tatooine.
It was not so strange then that he should decide he could
somehow affect the lives of a Jedi Knight and a Naboo Queen as
well, even ifhe did not know precisely how. He was not afraid to
accept such responsibility. He was not daunted by the challenge
his decision presented.
But now his resolve was put to the test.

278======================================================TERRY BROOKS

Qui-Gon and Obi-Wan closed with the Sith Lord in a clash
of lightsabers that produced the shriek of diamond-edged saw
blades cutting through metal. Wheeling across the center of the
hangar, the combatants lunged and parried, attack and counter-
attack carried out in a fierce, no-holds-barred, no-quarter-given
struggle. The Sith Lord was supple and quick, and he worked his
way between the J edi with confidence and ease, whipping his
two-ended lightsaber back and forth between them, more than
holding his own against their efforts to bring him down. He was
skilled, Anakin saw-more skilled, perhaps, than the men he
faced. And he was confident in a way that was disturbing. He
would not be overcome easily.
But Padme and the Naboo faced a more dangerous situation
still. At the far end of the hangar, from off the plaza, a cluster of
three destroyer droids wheeled through the doorway and began
to unfold, assuming battle stance. R2- D2 saw them first and
beeped a warning to the boy. Anakin tore his gaze away from the
Jedi and the Sith Lord. The destroyer droids had transformed
and were already moving forward, laser guns firing into the
Naboo. Several soldiers went down, and Sabe was stung by a
glancing blow that knocked her backward into the arms of
Panaka. Padme and her companions resisted determinedly, but
already they were falling back to find cover.
"We've got to help, Artoo," the boy declared, standing up in
the cockpit with the intention of doing something, anything,
casting about futilely for a weapon.
But R2- D2 was way ahead of him. The little droid had
plugged himself into the starfighter's computer system, lights
blinking across his control panel as he triggered the big engines.
Everything roared to life at once, startling Anakin, who fell back
in the pilot's seat in surprise.

THE PHANTOM MENACE ===============================================279

Slowly, the ship began to levitate, wheeling out of its moor-
ing space.
"Great work, Artoo!" Anakin shouted excitedly, reaching at
once for the steering bars. "Now, let's see. .."
He wheeled the fighter about so that it was facing toward the
combatants. His eyes scanned the control panel desperately,
searching for the weapons systems. He knew something of fight-
ers from salvaging wrecks, but nothing ofNaboo fighters in par-
ticular or of weapons systems in general. Most of what he knew
was about guidance systems and engines, and most of that about
Pods, speeders, and aging transports.
"Which one, which one?" he muttered, his fingers passing
over buttons and levers and switches, undeci~ed.
He lifted his eyes momentarily. One of the Naboo soldiers
went down in a crumpled heap, his helmet and blaster flying
away in a clatter of metal. Laser charges burned the metal girders
and walls about the defenders as the destroyer droids continued
their relentless attack on Padme's dwindling force.
In desperation, Anakin threw a bank of switches set into a red
panel. The fighter began to shake violently, a reaction to a shift in
the stabilizers.
"Uh-oh, wrong ones," the boy breathed, throwing the
switches back into place. His gaze roamed to a bank of four dark
buttons recessed deep into finger holes and circled in green.
"Maybe these. .."
He pressed down on the buttons. Instantly, the nose lasers
fired, their charges ripping into the battle droids. Three went
down, charred and smoking scrap.
"Yeah! Droid blasters!" he shouted gleefully, and behind
him, R2- D2 beeped his approval.
The remaining destroyer droids wheeled toward him

280=======================================================TERRY BROOKS

spreading out across the hangar floor to present a more difficult
target. Behind them, Padme, her handmaidens, Panaka, and the
remainder of the Naboo soldiers were racing for the door that
led back toward the palace. Anakin watched over the rim of the
cockpit as they disappeared safely out the door. "Good luck," he
whispered.
The destroyer droids were advancing on him now, their
blasters firing, charges exploding all around him, shaking the
fighter's slim frame. Anakin had a momentary glimpse of the Sith
Lord driving the J edi across the hangar and through an opening
into a room beyond, pressing them backward relentlessly, pursu-
ing them with a fury that was terrifying.
Then they disappeared from view as well, and the boy was
alone with his attackers.
A laser blast struck the nose of his craft and knocked the ship
sideways. The boy tightened his grip on the steering. He fired his
own lasers in retaliation, but the destroyer droids had moved too
far to either side to be affected, and his charges missed every-
thing but the hangar walls.
He dropped below the rim of the cockpit once more, eyes
searching the control panel anew. "Shields up," he hissed, forc-
ing himself to concentrate as laser blasts streaked all around. "Al-
ways on the right side! Shields are always on the right!"
He flipped several likely switches, and the afterburner ignited
with a rumble. He pushed another, then one more. The steering
handle fought itself free of his grip, and the fighter wheeled about
and streaked out through the hangar doors, lifting swiftly away.
The cockpit hood slid smoothly into place, locking about the
boy. "Artoo, what's happening?" he screamed. R2-D2's nervous
tbeeps and whistles sounded through the intercom speakers. "Yes,
I know I pushed something!" the boy answered. "No, I'm not

THE PHANTOM MENACE===============================================281

doing anything!" He caught his breath as the beeps continued,
and read R2's words on his cockpit display. "It's on automatic
pilot? Well, try to override it!"
The sleek yellow fighter had left the Naboo atmosphere and
was entering deep space, leaving the planet behind, a green and
blue jewel receding into the black.
Ahead, a series of small, silver dots appeared, growing
steadily larger. Other ships.
"Artoo, where are we going?" Anakin gasped, still trying to
decipher the control panel.
The comm system squawked, and suddenly he was hearing
the voices of Ric Otic and the Naboo pilots who had taken off
ahead of him.
"TtIis is Bravo Leader." Ric's leathery voice broke through
the static. "Bravo Two, intercept enemy fighters. Bravo Three,
make your run on the transmitter station."
"Copy, Bravo Leader," the response came back.
Anakin could see them now, the silver dots taking on recog-
nizable shape, transforming into Naboo starfighters, spread out
against the blackness, approaching the larger, blockier form of
the Federation battleship.
'"Enemy fighters straight ahead," Ric Otic warned suddenly
Ion the comm.
At the same moment, R2- D2 beeped hurriedly at Anakin.
The boy felt his stomach lurch as he read the display. "What do
you mean, the autopilot is searching for the other ships? What
other ships?" His eyes shifted to the Naboo fighters ahead. "Not
those?"
R2- D2 whistled a quick confirmation. Anakin collapsed in
his seat. "The autopilot is taking us up there, with them? Into
battle?" His mind raced. "Well, get us off autopilot, Artoo!"

282=======================================================TERRY BROOKS

The astromech droid beeped and whistled some more.
"There is no manual override!" Anakin shouted in despair. "Or
at least not any I can find! You'll have to rewire or something!
Artoo, hurry!"
He stared helplessly through the cockpit glass as his fighter
streaked directly toward the heart of the Trade Federation
swarm, wondering what in the world he was going to do to save
himself now.

--==:22====-

Qui-Gon Jinn was one of the most able swordsmen in the
Jedi order. The Jedi Master he had trained under had considered
him one of the best the Master had taught in his more than four
hundred years in the order. Qui-Gon had fought in conflicts all
across the galaxy in the span of his life and against odds so great
that many others would not have stood a chance. He had sur-
vived battles that had tested his skill and resolve in every conceiv-
able way.
But on this day, he had met his match. The Sith Lord he
battled with Obi-Wan was more than his equal in weapons train-
ing, and he had the advantage of being younger and stronger.
Qui-Gon was nearing sixty; his youth was behind him and his
strength was beginning to diminish. His edge now, to the extent
that he had one, came from his long experience and intuitive
grasp of how an adversary might employ a lightsaber against him.
Obi-Wan brought youth and stamina to the combat, but he
had fought in only a few contests and was not battle hardened.
Together, they were able to hold their own against the Sith Lord,
284=======================================================TERRY BROOKS

but their efforts at attack, at assuming the offensive against this
dangerous adversary, were woefully inadequate.
Darth Maul was a warrior in his prime, never to be any bet-
ter, his powers at their apex. In addition, he was driven by his
messianic hatred for and disdain of the Jedi Knights, the enemies
of the Sith for millennia. He had worked and trained all his life
for this moment, for a chance to meet a Jedi Knight in combat. It
was an added bonus that he was able to engage two. He had no
fear for himself, no doubt that he would win. He was focused in a
way that Qui-Gon recognized at once-a Jedi's focus, mindful of
the present, locked in on what was needed in the here and now.
Qui-Gon saw it in his mad eyes and in the set of his red and black
tattooed features. The Sith Lord was a living example of what the
Jedi Master was always telling Obi-Wan about how best to hear
the will of the Force.
The three combatants fought their way across the hangar
floor, lightsabers flashing, bringing to bear every skill they had
acquired over the years. The J edi Knights tried continually to
press the attack, and indeed, the Sith Lord was moving away
from the Naboo and the starfighters and back toward the
hangar's far wall. But Qui-Gon recognized that while it might
seem as if the Jedi were driving him before them, it was the Sith
Lord who was controlling the struggle. Wheeling and spinning,
leaping and somersaulting with astonishing ease, their enemy was
taking them with him, drawing them on to a place of his own
choosing. His agility and dexterity allowed him to keep them
both at bay, constantly attacking while at the same time effec-
tively blunting their counterattacks, relentlessly searching for an
opening in their defense.
Qui-Gon pressed hard in the beginning, sensing how dan-
gerous this man was, wanting to put an end to the combat

THE PHANTOM MENACE===============================================285

quickly. Long hair flying out behind him, he attacked with fe-
rocity and determination. Obi-Wan came with him, following his
lead. They had fought together before, and they knew each
other's moves. Qui-Gon had trained Obi-Wan, and while the
younger Jedi was not yet his equal, he believed that one day Obi-
Wan would be better than he had ever been.
So they challenged the Sith Lord quickly, and just as quickly I
discovered that their best efforts were not good enough to
achieve an early resolution. They settled into a pattern then,
working as a team against their enemy, waiting for an opening.
But the Sith Lord was too smart to give them one, and so the
battle had gone on.
They fought their way out of the main hangar through an en-
try that led into a power station. Catwalks and overhangs criss-
crossed a pit in which a tandem of generators that served the
starship complex was housed. The room was cavernous and filled
with the noise of heavy machinery. Ambient light filtered away in
clouds of steam and layers of shadows. The J edi and the Sith
Lord battled onto one of the catwalks suspended above the gen-
erators, and the metal frame rang with the thudding of their
boots and the clash of their lightsabers.
Alone in the power station, hidden from the rest of Theed
and its occupants, they intensified their struggle.
The Sith Lord leapt from the bridge on which they fought to
the one above, strange face shining with the heat of the battle
and his own peculiar joy. The Jedi followed, one coming up in
front of him, one behind, so that they had him pinned between
them. Down the length of the catwalk they fought, lightsabers
flashing, sparks flying from the metal railing of the walk as they
smashed against it.
Then Darth Maul caught Obi-Wan off balance and with a
286=======================================================TERRY BROOKS

powerful kick knocked the Jedi completely over the railing. Tak-
ing advantage of the Sith Lord's assault on Obi-Wan, Qui-Gon
forced Darth Maul over the railing as well. Down the Sith Lord
tumbled, landing hard on a catwalk several levels below Obi-
Wan. The force of the fall or perhaps the unexpectedness of it left
him visibly stunned, and Qui-Gon leapt down after him, sensing
a chance to put an end to things. But the Sith Lord struggled
back to his feet quickly and raced away, taking the battle in a new
direction.
By the time Obi-Wan had recovered, Qui-Gon was in pursuit
of Darth Maul, following him down the catwalk toward a small
door at the far end of the power station. The J edi Master went
swiftly, legs and arms pumping, lightsaber flashing. He was worn
and battered by now, close to exhaustion, but the Sith Lord was
on the defensive at last, and he did not want to give him a chance
to regroup.
"Qui-Gon!" Obi-Wan called after him, trying to catch up,
but the Jedi Master did not slow.
One after the other, the three antagonists passed through the
small door into a corridor beyond. They were moving quickly in
their frenzied chase and were into the corridor before they real-
ized what it was. Lasers ricocheted off buffer struts, pulsing in
long bursts of crisscrossing brilliance that segmented the corri-
dor at five points. The lasers had just begun to kick in when the
Sith Lord and the Jedi Knights rushed through the entry. Darth
Maul, in the lead, got farthest down the corridor and found him-
self trapped between walls four and five. Qui-Gon, in close pur-
suit, was caught only one wall away. Obi-Wan, who was farthest
away in the chase, did not get past even the first wall.
Shocked into immobility by the buzz and flash of the lasers,

THE PHANTOM MENACE===============================================287

the antagonists froze where they were, casting about for an es-
 cape, finding none. Qui-Gon took a quick measure of their loca-
tion. They were in the service corridor for the melting pit, the
disposal unit of the power station's residue. The service corridor
was armed With lasers against unauthorized intrusion. There
would be a shutoff sWitch somewhere at both ends of the pas-
sage, but it was too late to look for it now.
The Jedi Knights stared down the laser-riddled corridor at
the Sith Lord, who gave them a Wicked grin. Don't worry, they
could read in his dark countenance, you won't have long to wait
for me.
Qui-Gon exchanged a meaningful glance With Obi-Wan,
then dropped into a guarded crouch to meditate and wait.

PadmeNaberrie, Queen of the Naboo, along With her hand-
maidens and Captain Panaka and his soldiers, followed the pas-
sageways that led out of the main hangar through the city and
back to the palace. It was a running battle fought building by
building, corridor by corridor, against the battle droids who had
been left behind to garrison Theed. They encountered the droids
both singly and in entire squads, and there was nothing for it
each time but to fight their way clear Without becoming entan-
gled in a full-fledged engagement.
As a consequence, they avoided a direct route in favor of
one less likely to necessitate contact With the droids. At first they
had no choice but to make straight for the palace, fleeing the
battle in the main hangar, hoping that speed and surprise would
carry them through. When that failed, Panaka began to take a
more cautious approach. They used underground tunnels, hid-
den passageways, and connecting skywalks that avoided the patrols

288=======================================================TERRY BROOKS

scouring the streets and plazas. When they were discovered, they
fought their way clear as quickly as possible and went to ground,
all the while continuing steadily on.
In the end, they reached the palace much more quickly than
Padme had dared to hope, entering from a skywalk bridging to a
watchtower, then making their way along the palace halls toward
the throne room.
They were in the midst of this endeavor when an entire pa-
trol of battle droids rounded a corner of the passage ahead of
them and opened fire. Padme and her followers pressed back into
the alcoves and doorways of the hall, firing their own weapons
in response, searching for a way out. More battle droids were
appearing, and alarms were sounding throughout the palace.
"Captain!" Padme shouted at Panaka above the din ofweap-
ons fire. "We don't have time for this!"
Panaka's sweat-streaked face glanced about hurriedly. "Let's
try outside!" he shouted back.
Turning his blaster on a tall window, he blew out the frame
and transparisteel. While her handmaidens and the bulk of the
Naboo soldiers provided covering fire, the Queen and Panaka,
together with half a dozen guards, broke from cover and climbed
swiftly out the shattered window.
But now Padme and her defenders found themselves trapped
on a broad ledge six stories above a thundering waterfall and
catchment that fed into a series of connecting ponds dotting the
palace grounds. Pressed against the stone wall, the Queen cast
about furiously for an escape route. Panaka shouted at his men to
use their ascension guns, motioning toward a ledge four stories
farther up on the building. The Naboo pulled the grapple-line
units from their belts, fitted them to the barrels of their blasters,

THE PHANTOM MENACE===============================================289

pointed them skyward, and fired. Slender cables uncoiled like
striking snakes, the steel-clawed ends embedding themselves in
the stone.
Swiftly Padme and the other Naboo activated the ascension
mechanism and were towed up the wall.
From behind, in the hallway where her handmaidens and the
rest of the Naboo soldiers still held the battle droids at bay, the
firing grew more intense. Padme ignored the sounds, forcing
herself to continue ahead.
When they were on the ledge above, they cast away the
cables, and Panaka used his blaster on a window to open a way
back into the building. Transparisteel and permacrete shards lay
everywhere as they climbed through once more, finding them-
selves in yet another hallway. They were close to the throne room
now; it lay only another story up and several corridors back.
Padme felt a fierce exultation. She would have the Neirnoidian
viceroy as her prisoner yet!
But the thought was no sooner completed than a pair of de-
stroyer droids wheeled around one end of the hallway, swiftly
transforming into battle mode. Mere seconds later, a second pair
appeared at the other end, weapons held at the ready.
In a hollow, mechanical monotone, the foremost of the
droids ordered them to throw down their weapons.
Padme hesitated. There was no possibility for an escape un-
less they went back out the window, and if they did that, they
would be trapped on the ledge and rendered helpless. They
could try to fight their way free, but while they stood a reason-
able chance against battle droids, they were seriously over-
matched by their more powerful cousins.
In the wake of this chilling assessment, an inspired thought

290=======================================================TERRY BROOKS

occurred to her, a solution that might give them the victory they
sought in spite of their situation. She straightened, held out her
arms in surrender, and tossed aside her blaster.
"Throw down your weapons," she ordered Captain Panaka
and his soldiers. "They win this round."
Panaka blanched. "But, Your Majesty, we can't-"
'" "Captain," Pidme interrupted, her eyes locking with his. "I
said to throw down your weapons."
Panaka gave her a look that suggested he clearly thought she
had lost her mind. Then he dropped his blaster to the floor and
motioned for his men to do the same.
The destroyer droids skittered forward to take them prisoner.
But before they reached the Naboo, Padme was able to complete
a quick transmission on her comlink.
"Have faith, Captain," she urged a bewildered Panaka, her
voice cool and collected as she slipped the comlink out of sight
again.

Things were not going well for the Gungan army. Like the
Naboo, the Gungans were no match for the destroyer droids.
Slowly, but surely, they were being pushed back, unable to stand
against the relentless Trade Federation attack. Here and there
along their beleaguered lines, cracks were beginning to appear in
their defense.
Jar Jar Binks was at the heart of one of those points.
For a time, his had been one of the strongest positions, his
soldiers rallied by what they mistakenly believed to be his unri-
valed bravery, turning a rout into a counterattack. But the coun-
terattack had extended itself too far, and with the appearance of
the destroyer droids, it collapsed completely. Now Jar Jar and his
comrades were in flight, falling back to where the rest of the

THE PHANTOM MENACE===============================================291

army crouched in the shadow of the~ng generator shield, des-
perately trying to find a way to regroup.
Jar Jar, his kaadu long since lost, was running for his life.
Desperate to increase the distance between himself and the pur-
suing destroyer droids, he caught up with a fleeing wagon filled
with dozens of the energy balls used by the Gungan catapults.
Grabbing hold of the wagon gate, he tried to haul himself into
the bed, the wagon jouncing and creaking over the uneven
ground. But in his effort to save himself, he unwittingly released
the latch on the gate, causing it to flop open. Energy balls re-
leased out the back in a wild tumble, bouncing and rolling back-
ward in a swarm. Jar Jar danced out of the way, scrambling to
avoid being struck. He was successful in this, but the less nimble
destroyer droids on his heels were not. Energy balls smashed into
them, exploding on contact, and droid after droid went up in a
rain of fire and shattered metal.
"Tis good!" Jar Jar howled in glee, watching the Federation
droids wheeling this way and that in an effort to escape the car-
pet of energy balls rolling into them.
Elsewhere, however, the battle was taking a turn for the
worse. Destroyer droids had broken through the Gungan lines
fronting the shield generators, and were firing their weapons into
the machines over and over. The fambaa on which the generators
rode shuddered and dropped to their knees, the generators
smoking and sparking. Abrupdy, the force field began to waver
and fade. OOM-9, watching it all through electrobinoculars, was
quick to report back to the Neimoidian command. Federation
tanks were ordered forward at once, their guns firing anew.
When General Ceel saw the shield generators lose power, he
realized the battle was lost. The Gungans had done all they could
for the Queen of the Naboo. TUrning to his staff, he signaled for

292=======================================================TERRY BROOKS

a retreat. The battle horns sounded the call, wailing out across
the grasslands, and the entire Gungan army began to fall back.
Jar Jar had gained control of a new mount and was riding
madly for the safety of the swamp. Fleeing in the midst of pursu-
ing droids and tanks, he had his kaadu blown out from under
him and was thrown sideways onto the back of a nearby tank's
gun turret. Hanging on for dear life, he rode the enemy vehicle
across the plains as the battle raged on all about him. The droids
inside the tank quickly became aware of his presence, and the
driver tried to throw him off by swiveling the turret gun from
side to side. But Jar Jar had a death grip on the barrel, hugging it
tightly to him, and refused to be dislodged.
"Hep me! Hep me!" he screamed out.
Captain Tarpals astride a kaadu worked his way alongside the
tank, yelling at Jar Jar to jump. Laser fire ricocheted off the tank,
barely missing Jar Jar as he struggled to overcome his fear and
break free of his precarious perch. Hatches were beginning to
open and droid heads to appear. His eyes widened as he saw
weapons being lifted and brought to bear.
He jumped then, flinging himself clear of the tank, la,nding
awkwardly behind the Gungan who had stayed to save him. The
kaadu, burdened by two riders, lurched wildly, then righted itself
and swerved quickly away.
Explosions mushroomed all around them, sending gouts of
dirt skyward, and Jar Jar Binks, arms wrapped around the other
rider, eyes closed in terror against the chaos taking place all
around him, was pretty sure that this was the end.

Anakin Skywalker, meanwhile, was caught up in the midst of
a dogfight between Naboo and Federation starfighters. Still
struggling to get off autopilot, he had avoided engagement with

THE PHANTOM MENACE===============================================293

the enemy mostly because his craft was flying in an erratic, eva-
sive manner that took it out of combat range every time it got
too close for comfort. Fighters were exploding all around him,
some so close he could see the pieces as they flew past his canopy.
"Whoo, boy, this is tense!" he breathed as he tried switch af-
ter switch on the control panel, the fighter dipping and yawing in
response to his unwelcome interference with its operation.
But he was learning the control panel, too, his trial-and-error
exploration yielding knowledge of what various switches, but-
tons, and levers did. The downside to all this was that the firing
triggers to the laser guns had locked, and try as he might, he
could not find a way to break them free.
He glanced up from his search at a loud beep from R2-D2 to
find a pair of Federation fighters approaching him head-on.
"Artoo, Artoo, get us off-!"
The astromech droid overrode the rest of what he was going
to say with a series of frantic whistles.
"I've got control?" Anakin exclaimed in shock.
He seized the steering, flipped on the power feeds, and
jammed the thruster bars left. To his surprise and everlasting
gratitude, the fighter banked sharply in response, and they shot
past the fighters and rode into a new swarm of combatants.
"Yes! I've got control!" Anakin was ecstatic. "You did it,
Artoo!"
The astromech droid beeped at him through the intercom, a
short, abrupt exchange.
Anakin's eyebrows shot up as he read the display. "Go back
to Naboo? Forget it! Qui-Gon told me to stay in this cockpit,
and that's what I'm gonna do! Now, hang on!"
His enthusiasm overrode his good sense, and he whipped his
fighter toward the center of the battle. All of his flying instincts

294=======================================================TERRY BROOKS

kicked in, and he was back in the Podraces on Tatooine, a part of
his ship, locked in on the intoxicating challenge of winning. For-
gotten was his promise to look after Qui-Gon and Padme; they
were too far away for him to think about them now. All that
mattered was that he had found his way into space, taken com-
mand of a starfighter, and been given a chance to live his dream.
An enemy fighter drifted into his sights ahead. "Sit tight, Ar-
too," he warned. "I'm gonna blast this guy."
He brought his ship into firing position behind the Trade
Federation craft, remembering belatedly that the triggers to his
laser guns were locked. Frantically, he searched for the release.
"Which one, Artoo?" he shouted into his helmet. "How do I
fire this thing?"
R2- D2 beeped wildly.
"Which one? This one?"
He punched the button the astromech droid had indicated,
but instead of releasing the firing mechanism, it accelerated the
fighter right past the enemy ship.
"Whoa!" Anakin gasped in dismay.
Now the Trade Federation fighter was on his tail, maneuver-
ing into firing position against him. Anakin yanked hard on the
steering, shooting past the massive Federation battleship, scream-
ing out into the void in a series of evasive actions.
"That wasn't the release!" the boy screamed into his inter-
com. "That was the overdrive!"
R2- D2 whistled a sheepish reply. The enemy fighter was
behind them again and closing. Anakin banked his ship hard to the
right and brought it back toward the blockade and the swarming
fighters. Wrenching the stabilizers in opposite directions, he began
to spin his fighter like a top. R2- D2 shrieked in despair.

THE PHANTOM MENACE===============================================295

"I know we're in trouble!" Anakin shrieked back. "Just hang
on! The way out of this mess is the way we got into it!"
He streaked toward tAe control station, taking the enemy
fighter with him. Laser blasts ripped past him, barely missing. He
waited a second longer, until he was so close to the battleship
that the emblem of the Trade Federation painted on the bridge
work loomed like a wall, then engaged the reverse thrusters and
banked right again.
His fighter nearly stalled, dropping away like a stone for a
heart-wrenching moment before stabilizing. The enemy fighter,
on the other hand, had no time to respond to the maneuver and
rocketed past him into the side of the battleship, exploding in a
shower of fire and metal parts.
Reengaging the forward thrusters, Anakin wheeled the ship
about, searching for new enemies. Through his canopy, he could
see a handful of Naboo starfighters engaged in attacking the I"
Trade Federation flagship. 
Ric Olie's voice came over the intercom. "Bravo Three! Go !;
for the central bridge!"
"Copy, Bravo Leader," came the response.
A squad of four fighters plummeted toward the battleship,
lasers firing, but the big ship's deflector shields turned the attack
aside effordessly. Two of the fighters were hit by cannon fire and
exploded into ash. The remaining two broke off the attack.
"Their shields are too strong!" one of the surviving pilots
shouted angrily. "We'll never get through!"
Anakin, in the meantime, was under attack once more. An-
other Federation fighter had found him and was giving chase.
The boy jammed the thruster bars forward and sped down the
hull of the flagship, twisting and turning through its channels

296=======================================================TERRY BROOKS

and around its tangle of protrusions, laser fire ricocheting past in
a constant stream.
"I know this isn't Podracing!" Anakin snapped at R2-D2, as
the astromech droid beeped reprovingly at him.
But in his heart, it felt as if it were. A fierce glee rushed
through him as he whipped the Naboo fighter along the length
of the battleship. The speed and the quickness of the battle fed
into him in a rush of adrenaline. He would not have been any-
where else for the world!
But this time his luck ran out. As he neared the ship's tail,
a laser blast struck his fighter a solid blow, knocking it into a
stomach-lurching spin. R2-D2 screamed anew, and Anakin
fought desperately to regain control.
"Great gobs of bantha poodoo!" the boy hissed, fighting to
stabilize his stricken craft.
He was hurtling directly toward the hull, and he pulled back
on the thruster bars, cutting power and drifting into a long slide.
He regained control too late to turn back, and pointed the
ship toward a giant opening at the battleship's center. Cannon
fire whipped all about him as the droids controlling the flagship's
guns tried to bring him down, but he was past them in a micro-
second, rocketing into the battleship's cavernous main hangar.
Reverse thrusters on full power, dodging transports, tanks, fight-
ers, and stacks of supplies, he struggled to keep his fighter air-
borne as he looked for a place to land.
R2-D2 was beeping wildly. "I'm trying to stop!" Anakin
shouted in reply. "Whoa! Whoa! I'm trying!"
The N aboo fighter struck the decking and bounced, reverse
thrusters powering up in an effort to brake the craft. A bulkhead
loomed ahead, blocking the way. Anakin brought the fighter
down on the decking with a bone-jarring thud and held it there,

THE PHANTOM MENACE===============================================297

skidding down the rampway in a screech of metal. The fighter
slowed and did a half turn and came to an unsteady halt. The
power drive stalled and then failed completely.
R2-D2 whistled in relief.
"All right, all right!" Anakin gasped, nodding to himself.
"We're down. Let's get the engines started again and get out of
here!"
He ducked down to adjust the feeders to the fuel lines,
checking the control panel indicators worriedly. "Lights are all
red, Artoo. Everything's overheated."
He was working on the coolants when R2-D2 beeped sud-
denly in warning. The boy popped his head over the edge of the
cockpit and looked out into the hangar. "Oh, oh," he muttered
softly.
Dozens of battle droids were approaching across the hangar
floor, weapons raised menacingly. Their only escape route was
blocked.

23

Obi-wan Kenobi prowled the front end of the service corri-
dor to the melting pit like a caged animal. He was furious at him-
self for getting trapped so far from Qui-Gon and furious with
Qui-Gon for letting this happen by rushing ahead instead of
waiting for him. But he was worried, too. He could admit it to
himself, privately, if only just. They should have won this battle
long ago. Against any other opponent, they would have. But the
Sith Lord was battle trained and seasoned well beyond anyone
they had ever encountered before. He had matched them blow
for blow, and they weren't any closer to winning this fight now
than they had been in the beginning.
Obi-Wan stared down the length of the corridor, measuring
the distance he would have to travel to reach Qui-Gon and his
antagonist when the lasers paused. He had caught a glimpse of
them deactivating while rushing to catch up with Qui-Gon, then
of reactivating again in a matter of seconds. He would have to be
quick. Very quick. He did not want the Master facing this tat-
tooed madman alone.

THE PHANTOM MENACE===============================================299

Down the way, pinned between two walls of laser beams,
Qui-Gon Jinn knelt in meditation, facing toward the Sith Lord
and the melting pit, his head lowered over his lightsaber. He was
gathering himself for a final assault, bringing himself in tune with
the Force. Obi-Wan did not like the weariness he saw in the
slump of the older man's shoulders, in the bow of his back. He
was the best swordsman Obi-Wan had ever seen, but he was
growing old.
Beyond, the Sith Lord worked at binding up his wounds, a
series of burns and slashes marked by charred tears in his dark
clothing. He was backed to the edge of the chamber beyond,
keeping a close watch on Qui-Gon, his red and black face in-
tense, his yellow eyes glinting in the half light. His lightsaber
rested on the floor before him. He saw Obi-Wan staring and
smiled in open derision.
At that instant, the laser beams warding the service corridor
went off.
Obi-Wan sprinted ahead, launching himself down the nar-
row passageway, lightsaber raised. Qui-Gon was on his feet as
well, his own weapon flashing. He catapulted through the open-
ing that led into the melting pit and closed with the Sith Lord,
forcing him back, out of the passageway completely. Obi-Wan
put on a new burst of speed, howling out at the antagonists
ahead, as if by the sound of his voice he could bring them back
to him.
Then he heard the buzz of the capacitors kicking in once
more, cycling to reactivate the lasers. He threw himself ahead,
still too far from the corridor's end. He cleared all the gates
but the last, and the lasers crisscrossed before him in a deadly
wall, bringing him to an abrupt stop just short of where he
needed to be.

300=======================================================TERRY BROOKS

Lightsaber clutched in both hands, he stood watching help-
lesslyas Qui-Gon Jinn and Darth Maul battled on the narrow
ledge that encircled the melting pit. A stream of electrons was all
that separated him from the combatants, but it might as well
have been a wall of permacrete three meters thick. Desperately
he cast about for a triggering device that might shut the system
down, but he had no better luck here than he'd had at the other
end. He could only watch and wait and pray that Qui-Gon could
hold on.
It appeared that the Jedi Master would. He had found a fresh
reserve of strength during his meditation, and now he was at-
tacking with a ferocity that seemed to have the Sith Lord
stymied. With quick, hard strokes of his lightsaber, he bored into
his adversary, deliberately engaging in close-quarters combat,
refusing to let the other bring his double-bladed weapon to
bear. He drove Darth Maul backward about the rim of the over-
hang, keeping the Sith Lord constantly on the defensive, press-
ing in on him steadily. Qui-Gon Jinn might no longer be young,
but he was still powerful. Darth Maul's ragged face took on a
frenzied look, and the glitter of his strange eyes brightened with
uncertainty.
Good, Master, Obi-Wan thought, urging him on voice-
lessly, anticipating Qui-Gon's sword strokes as if they were his
own.
Then Darth Maul back-flipped across the melting pit, giving
himself some space in which to recover, gaining just enough time
to assume a new battle stance. Qui-Gon was on him in an instant,
covering the distance separating them in a rush, hammering into
the Sith Lord anew. But he was beginning to weary now from
carrying the battle alone. His strokes were not so vigorous as be-
fore his face bathed with sweat and taut with fatigue.

THE PHANTOM MENACE===============================================301

Slowly, Darth Maul began to edge his way back into the
fight, becoming the aggressor once more.
Hurry! Obi-Wan hissed soundlessly, willing the lasers to
pause and the gates to come down.
Stroke for stroke, Qui-Gon and Darth Maul battled about
the rim of the melting pit, locked in a combat that seemed end-
less and forever and could be won by neither.
Then the Sith Lord parried a downstroke, whirled swiftly
to the right, and with his back to the Jedi Master, made a blind,
reverse lunge. Too late, Qui-Gon recognized the danger. The
blade of the Sith Lord's lightsaber caught him direcdy in the
midsection, its brilliant length burning through clothing and
flesh and bone.
Obi-Wan thought he heard the Jedi Master scream, then re-
alized it was himself, calling his friend's name in despair. Qui-
Gon made no sound as the blade entered him, stiffening with the
impact, then taking a small step back as it was withdrawn. He
stood motionless for an instant, fighting against the shock of
the killing blow. Then his eyes clouded, his arms lowered, and a
great weariness settled over his proud features. He dropped to
his knees, and his lightsaber clattered to the stone floor.
He was slumped forward and motionless when the lasers
abrupdy went off again, and Obi-Wan Kenobi, seething with
rage, rushed to his rescue.

Nute Gunray stood with Rune Haako and four members of
the Trade Federation Occupation Council as Captain Panaka,
one of the Queen's handmaidens, and the six Naboo soldiers
who had fought to protect them were marched into the Theed
palace throne room by a squad of ten battle droids. The viceroy
recognized Panaka at once, but he was unclear as to the identity

302=======================================================TERRY BROOKS

of the handmaiden who accompanied him. He was looking for
the Queen, and while this handmaiden bore a certain resem-
blance to her. ..
He caught himself in surprise. It was the Queen, without her
makeup and ornate robes, stripped of her symbols of office. She
looked even younger than she had in ceremonial garb, but her
eyes and that cool gaze were unmistakable.
He glanced at Rune Haako and saw the same confusion mir-
rored in his associate's face.
"Your Highness," he greeted as she was led up to him.
"Viceroy," she replied, confirming his conclusion as to her
identity.
That settled, he swiftly assumed the pose of a captor con-
fronting his captive. "Your little insurrection is at an end, Your
Highness. The rabble army you sent against us south of the city
has been crushed. The Jedi are being dealt with elsewhere. And
you are my captive."
"Am I?" she asked quietly.
The way she spoke the words was unnerving. There was
something challenging in the way she said them, as if she were
daring him to disagree. Even Panaka turned to look at her.
"Yes, you are." He pressed ahead, wondering suddenly if he
had missed something. His face lifted. "It is time for you to put
an end to the pointless debate you instigated in the Republi.c
Senate. Sign the treaty now."
There was a commotion outside the doorway leading into
the throne room, the sound of blasters and the shattering of
metal, and all at once Queen Amidala was standing in the ante-
way beyond, a clutch of battle droids collapsed on the floor and a
handful of Naboo soldiers warding their Queen against the ap-
pearance of more.

THE PHANTOM MENACE===============================================303

"I will not be signing any treaty, Viceroy!" she called out to
him, already beginning to move away. "You've lost!"
For a moment Nute Gunray was so stunned he could not
make himself move. A second Queen? But this was the real one,
dressed in her robes of office, wearing her white face paint,
speaking to him in that imperious voice he had come to recog-
nize so well.
He wheeled toward the battle droids holding Panaka and the
false Queen at bay. "You six! After her!" He gestured in the di-
rection of the disappearing Amidala. "Bring her to me! The real
one, this time-not some decoy!"
The droids he had indicated rushed from the room in pursuit
of the Queen and her guards, leaving the Neimoidians and the
four remaining droids with their Naboo captives.
Gunray wheeled on the handmaiden. "Your Queen will
not get away with this!" he snapped, enraged at having been
deceived.
The handmaiden seemed to lose all her bravado, turning
away from him with her head lowered in defeat, moving slowly
toward the Queen's throne and slumping dejectedly into it. Nute
Gunray dismissed her almost at once, turning his attention to the
other Naboo, anxious to have them taken away to the camps.
But in the next instant the handmaiden was back on her feet,
any sign of dejection or weariness banished, a blaster in either
hand, pulled from a hidden compartment in the arm of the
throne. Tossing one of the blasters to Captain Panaka, she began
firing the second into the depleted squad of battle droids. The
droids were caught completely by surprise, their attention fixed
on the Naboo guards, and the handmaiden and Panaka dis-
patched them in a flurry of shots that left the throne room ring-
ing with the sound of weapons fire.

304=======================================================TERRY BROOKS

Shouting instructions to the Naboo, the handmaiden-if
that's who she really was, because by now Nute Gunray was be-
ginning to think otherwise-moved to the throne room doors,
triggering the locks. The doors swung shut, the bolts engaged,
and the girl smashed the locking mechanism with the butt of her
weapon.
She turned then to the Neimoidians, who were huddled to-
gether in confusion at the center of the room, eyes darting this
way and that in a futile search for help. All the battle droids lay
shattered on the floor, and the Naboo had seized their blasters.
The handmaiden walked up to Gunray. "Let's start again,
Viceroy," she said coolly.
"Your Highness," he replied, tight-lipped, realizing the truth
too late.
She nodded. "This is the end of your occupation."
He stood his ground. "Don't be absurd. There are too few of
you. It won't be long before hundreds of destroyer droids break
in here to rescue us."
Even before he fmished, there was the sound of heavy wheels
in the anteway, then of metal bodies unfolding. The viceroy per-
mitted himself a satisfied smile. "You see, Your Highness? Rescue
is already at hand."
The Queen gave him a hard look. "Before they make it
through that door, we will have negotiated a new treaty, Viceroy.
And you will have signed it."

Free at last of the laser wall, Obi-Wan Kenobi charged out of
the service tunnel and into the chamber that housed the melting
pit. Abandoning any pretense of observing even the slightest
caution, he barreled into Darth Maul with such fury that he al-

THE PHANTOM MENACE==============================================305

most knocked both of them off the ledge and into the abyss. He
struck at the Sith Lord with his lightsaber as if his own safety
meant nothing, lost in a red haze of rage and frustration, con-
sumed by his grief for Qui-Gon and his failure to prevent his
friend's fall.
The Sith Lord was borne backward by the Jedi Knight's ini-
tial rush, caught off guard by the other's wild assault, and
pressed all the way back to the far wall of the melting pit. There
he struggled to keep the young Jedi at bay, trying to open
enough space between them to defend himself. Lightsabers
scraped and grated against each other, and the chamber echoed
with their fury. Lunging and tWisting, Darth Maul regained the
offensive and counterattacked, using both ends of his lightsaber
in an effort to cut Obi-Wan's legs out from under him. But Obi-
Wan, while not so experienced as Qui-Gon, was quicker. Antici-
pating each blow, he was able to elude his antagonist's efforts to
bring him down.
The struggle took them around the edge of the melting pit
and into the nooks and alcoves beyond, into shadowed recesses
and around smoky pillars and pipe housings. Twice, Obi-Wan
went down, losing his footing on the smooth flooring of the
melting pit's rim. Once, Darth Maul hammered at him with such
determination that he scorched the young Jedi's tunic, shoulder
to waist, and it was only by countering with an upthrust counter-
strike to the other's midsection and by rolling quickly away and
back to his feet that Obi-Wan was able to escape.
They fought their way back toward the laser-riddled service
passage, past Qui-Gon's still form, and into a tangle of vent tubes
and circuit housings. Steam burst from ruptured pipes, and the
air was filled with the acrid smell of scorched wiring. Darth Maul

306=======================================================TERRY BROOKS

began to use his command of the Force to fling heavy objects at
Obi-Wan, trying to throw him off balance, to disable him, to dis-
rupt the flow of his attack. Obi-Wan responded in kind, and the
air was filled with deadly missiles. Lightsabers flicked right and
left to ward off the objects, and the clash of errant metal careen-
ing off stone walls formed an eerie shriek in the gloom.
The battle wore on, and for a time it was fought evenly. But
Darth Maul was the stronger of the two and was driven by a
frenzy that surpassed even the frantic determination that fueled
Obi-Wan. Eventually, the Sith Lord began to wear the young
Jedi down. Bit by bit, he pressed him back, carrying the attack to
him, looking to catch him off guard. Obi-Wan could sense his
body weakening, and his fear of what it would mean if he, too,
were to fall, began to grow.
Never! he swore furiously.
Qui-Gon's words came back to him. Dont center on your
fears. Concentrate on the here and now. He struggled to do so, to
contain the emotions warring within and bearing him down. Be
mindful of the living Force, my young Padawan. Be strong.
Sensing his opportunity slipping away from him aIld his
strength waning, Obi-Wan mounted a final assault. He rushed
the Sith Lord with a series of side blows designed to bring the
two-bladed lightsaber horizontal. Then he feinted an attack to
his enemy's left and brought his own lightsaber over and doy.rn
with such force that he severed the other's weapon.
Crying out in fury, he cut triumphantly at the Sith Lord's
horned head, a killing blow.
And missed completely.
Darth Maul, anticipating the maneuver, had stepped smoothly
away. Discarding the lesser half of his severed weapon, he coun-
terattacked swiftly, striking at Obi-Wan with enough force that

THE PHANTOM MENACE===============================================307

he knocked the young Jedi sideways and off balance. Quickly he
struck him again, harder still, and this time Obi-Wan lost his
footing completely and tumbled over the edge of the pit, his
lightsaber flying from his hand. For an instant, he was falling,
tumbling away into the dark. He reached out in desperation and
caught hold of a metal rung just below the lip of the pit.
There he hung, helpless, staring up at a triumphant Darth
Maul.

When Anakin Skywalker got a look at the number of battle
droids surrounding his starfighter, he ducked back out of sight
again at once. If it had been at all possible, he would have van-
ished into the ship's fuselage and willed them both right through
the hangar floor to a safer haven.
"This is not good," he told himself softly.
Sweat beaded on his forehead as he tried to decide what to
do. He was just a boy, but he had experience with being in tight
places and a cool head when it came to dealing with trouble.
Find a way out of this! he admonished himself.
A quick glance at the main and sublevel control panels re-
vealed that all the indicator lights were still red. No help there.
"Artoo," he whispered. "The systems are still overheated. Can
you do something?"
Footsteps approached, and a metallic droid voice demanded,
"Where is your pilot?"
R2- D2 beeped bravely in reply.
"You are the pilot?"
The astromech droid whistled affirmatively.
There was a confused pause. "Show me your identification,"
the battle droid commanded, reverting to rate.
Anakin could hear the sound of switches clicking and circuits

308======================================================TERRY BROOKS

kicking in. R2- D2 was still trying to save them. Good old Artoo.
The astromech droid beeped softly at Anakin, and the boy saw
the systems lights change abruptly from red to green.
"Yes, Artoo!" he hissed in relief. "We're up and running!"
He threw the ignition switches, and the fighter's engines
roared to life. Swiftly, he leapt from hiding and took his place in
the pilot's seat, hands reaching for the steering.
The droid commander saw him now and brought up his
weapon. "Leave the cockpit immediately or we will disable your
craft!"
"Not if I can help it!" the boy threw back, reaching for the
deflectors. "Shields up!"
Hauling back on the steering, he released the antigrav lifts.
The starfighter rose from the hangar floor, throwing off the
droid commander, sending him sprawling in a crumpled heap.
The droids under his command began firing their blasters, the
laser beams ricocheting off the fighter's deflectors, angling away
in a tangle of bright streamers.
R2-D2 beeped wildly. "The gun locks are off!" Anakin ex-
claimed with a joyful shout. "Now we'll show them!"
He punched in the firing buttons and held them down, ro-
tating the fighter clockwise above the hangar floor. Laser beams
rocketed in a pinwheel pattern, scything into the unprotected
battle droids, disabling them before they could even think to
flee. Anakin was howling with glee, caught up in the exhilaration
of finding himself back in control. Lasers firing, he swept the
hangar floor clean of droids, watching those still distant rush for
cover, watching ships and supplies fly apart as the deadly beams
cut through them.
Then something moved at the end of a long corridor, no

THE PHANTOM MENACE ===============================================309

more than a shadow, and deep inside, his instincts kicked into
high gear, shrieking at him in a frenzy of need. He didn't know if
what he was seeing was a weapon or a machine or something
else, and it didn't matter. He was back in the Podraces, locked in
battle with Sebulba, and he could see what no one else could,
what was hidden from all others. He reacted without thinking,
responding to a voice that spoke to him alone, that whispered al-
ways of the future while warding him in the present.
Acting of its own accord, faster than thought, his hand left
the laser firing buttons and threw a double-hinged switch to the
right. Instantly, a pair of torpedoes sped down the corridor in the
direction of the shadow. The torpedoes whipped past the battle
droids, supply stacks, transports, and everything else, and disap-
peared through a broad vent.
The boy groaned. "Darn! Missed everything!"
Giving the matter no further thought, he swung the fighter
about swiftly and threw the thruster bars forward. The power
drive kicked in with a ferocious roar, and the starfighter shot
across the hangar deck, scattered droids in every direction, and
catapulted back out into space, cannon fire from the battleship
chasing after it in a stream of deadly white fire.

Darth Maul walked slowly to the edge of the melting pit, tat-
tooed face bathed in sweat, eye~ wild and bright with joy. The
battle was finished. The last Jedi was about to be dispatched. He
smiled and shifted the remnant of his shattered lightsaber from
one hand to the other, savoring the moment.
Eyes fixed on the Sith Lord, Obi-Wan Kenobi went deep in-
side himself, connecting with the Force he had worked so hard to
understand. Calming himself, stilling the trembling of his heart,

310=======================================================TERRY BROOKS

and banishing his anger and fear, he called upon the last of his
reserves. With clarity of purpose and strength of heart, he
launched himself away from the side of the pit and catapulted
back toward its lip. Imbued with the power of the Force, he
cleared the rim easily, somersaulting behind the Sith Lord in
a single smooth, powerful motion. Even as he landed, he was
drawing Qui-Gon Jinn's fallen lightsaber to his outstretched
hand.
Darth Maul whirled to confront him, shock and rage twist-
ing his red and black face. But before he could act to save him-
self, Qui-Gon's lightsaber slashed through his chest, burning
him with killing fire. The stricken Sith Lord howled in pain and
disbelief.
Then Obi-Wan turned, thumbed his saber off, and watched
his dying enemy tumble away into the pit.

"Whoa, this is way better than Podracing!" Anakin Sky-
walker shouted at R2- D2, grinning broadly as he zigzagged his
Naboo fighter back and forth to throw the gunners off.
The astromech droid was beeping and chirping as if he had
fried all his circuits, but the boy refused to listen, rolling and
banking the starfighter wildly, angling back toward Naboo and
away from the control station.
Then a shocked voice came over the intercom from another of
the fighters. "Bravo Leader, what's happening to the control ship?"
In the next instant, a flash of pulsing light swept past him. He
glanced over his shoulder and saw the battleship he had escaped
wracked by a series of explosions. Huge chunks tore away from
the core, hurtling into space.
"It's blowing up from the inside!" the voice on the intercom
exclaimed.

THE PHANTOM MENACE===============================================311

"Wasn't us, Bravo Two," Ric Olit replied quickly. "We never
hit it."
The battleship continued to break apart, the explosions tear-
ing through it, shattering it, engulfing it, and finally consuming
it altogether in a brilliant ball of light.
Debris flew past the canopy of Anakin's fighter, and the light
of the explosions faded to black.
"Look!" Bravo Two broke the sudden silence anew. "That's
one of ours! Gutta the main hold! Must've been him!"
Anakin cringed. He had hoped he might get back to the
planet unseen, avoid having to explain to Qui-Gon what he was
doing up here. There was no chance of that now.
R2- D2 beeped reprovingly at him. "I know, I know," he
muttered wearily, and wondered just how much trouble he had
gotten himself into this time.

Blaster shots hammered into the door of the throne room in
the palace at Theed. Captain Panaka and the Naboo soldiers
spread out to either side in a defensive stance, preparing a cross-
fire for the droids. Nute Gunray wanted to move out of range,
but the Queen was still facing him, her blaster leveled at his mid-
section, and he did not care to risk provoking her into a hasty ac-
tion. So he stood there with the others of the Trade Council,
frozen in place.
Then abrupdy, everything went still. All sound of weapons
fire and droid movement beyond the battered throne room
doors ceased.
Captain Panaka looked at the Queen, his dark face uncertain.
"What's going on?" he asked worriedly.
Amidala, her weapon pointed at Nute Gunray, shook her
head. "Try communications. Activate the viewscreens."

312=======================================================TERRY BROOKS

Her head of security moved quickly to do so. All eyes were
on him as he slowly brought the outer screens into focus.

On the Naboo grasslands, the Gungan army had been over-
run. Some of the Gungans had escaped back into the swamp on
their kaadu, and some had fled into the hills west. All were being
chased by battle droids on STAPs and by Trade Federation tanks.
There was not much hope that they would remain free for long.
Most of the Gungans had already been taken prisoner, Jar Jar
Binks among them. He stood now in a group of Gungan officers
that included General Ceel. All around them, their fellow Gun-
gans were being herded away by Trade Federation droids.
"Dis very bombad," Jar Jar ventured disconsolately.
General Ceel nodded, equally forlorn. "Me hope dis worken
for da Queen."
Jar Jar sighed. And Annie, Quiggon, Obi-One, Artoo, and
all the rest. He wondered what had happened to them. Had they
been captured, too? He thought suddenly of Boss Nass. Da Boss
wasn't gonna like this one bit. Jar Jar hoped he wasn't going to
get the blame, but he couldn't quite rule out the possibility.
Suddenly, all the droids started shaking violently. Some be-
gan to run around in circles, others to dip and sway as if their
gears had snapped and their circuits shorted out. Tanks skidded
to a halt and STAPscrashed. All activity came to a complete stop.
Jar Jar and General Ceel exchanged a confused look. The
droid army had locked up. For as far as the eye could see, it stood
frozen in place.
Gungan prisoners stared at the motionless droids. Finally, at
General Ceel's urging, Jar Jar edged out of the containment
circle and touched one of his metal captors. The droid tipped
over and lay lifeless on the grass.

THE PHANTOM MENACE===============================================313

"Dis loony," Jar Jar whispered, and wondered what in the
world was going on.

Obi-Wan did not pause to consider what it had cost him to
win his victory over Darth Maul, but rushed immediately to Qui-
Gon. Kneeling at the Jedi Master's side, he lifted his head and
shoulders and cradled him gently in his arms.
"Master!" he breathed in a whisper.
Qui-Gon's eyes opened. "Too late, my young Padawan."
"No!" Obi-Wan shook his head violently in denial.
"Now you must be ready, whether the Council thinks you so
or not. You must be the teacher." The strong face twisted in
pain, but the dark eyes were steady. "Obi-Wan. Promise me you
will train the boy."
Obi-Wan nodded instantly, agreeing without thinking, will-
ing to say or do anything that would ease the other's pain, des-
perate to save him. "Yes, Master."
Qui-Gon's breathing quickened. "He is the chosen one,
Obi-Wan. He will bring balance to the Force. Train him well."
His eyes locked on Obi-Wan's and lost focus. His breathing
stopped. The strength and the life went out of him.
"Master," Obi-Wan Kenobi repeated softly, still holding him,
bringing him closer now, hugging the lifeless body against his
chest, and crying softly. "Master."

--:::::=====24===-

Three days later, Obi-Wan Kenobi stood in a small room of
the Theed temple in which the deaths of heroes were mourned
and their lives celebrated. Qui-Gon Jinn's body lay in state on a
bier in the plaza just outside, awaiting cremation. Already the cit-
izenry and officials of the Naboo and the Gungan peoples were
gathering to honor the Jedi Master.
Much had changed in the lives of those who had fought in
the struggle for Naboo sovereignty. With the collapse of the
droid army, the Trade Federation's control over Naboo had been
broken. All of the ground transports, tanks, STAPs, and weapons
and supplies were in the hands of the Republic. Viceroy Nut.e
Gunray, his lieutenant, Rune Haako, and the remainder of the
Neimoidian occupation council had been shipped as prisoners to
Coruscant to await trial. Senator Palpatine had been elected as
supreme chancellor of the Republic, and he had promised swift
action in the dispensing of justice to the captives.
Queen Arnidala had outfoxed the Neimoidians one final time
by pretending to surrender so she could gain safe access to the

THE PHANTOM MENACE===============================================315

viceroy before he had time to flee. She had communicated to
Sabe to break away from the struggle taking place several floors
below and to use the service passages to reach the Queen's
chambers and then make her appearance before the viceroy. It
was a calculated risk, and Sabe might not have been able to get
there in time. Had she not, Amidala would have triggered the
secret compartment release and fought for her freedom in any
case. She was young, but she was not without courage or daring.
She had shown intelligence and insight from the beginning of
the time the Jedi had come to assist her. Obi-Wan thought she
would make a very good Queen.
But it was a nine-year-old boy who had saved them all. Even
without knowing exacdy what he was doing, Anakin Skywalker
had flown a starfighter into the teeth of the Federation defense,
penetrated their shields, landed in the belly of the Neimoidian
flagship, torpedoed the ship's reactor, and set off a chain reaction
of explosions that destroyed the control station. It was the de-
struction of the central transmitter that had caused the droid
army to freeze in place, their communications effectively short-
circuited. Anakin claimed not to have attacked with any sort of
plan in mind or fired his starfighter's torpedoes with anyexpecta-
tion of hitting the reactor. But after hearing the boy's tale and
questioning him thoroughly, Obi-Wan believed Anakin was
guided by something more than the thinking of ordinary men.
That extraordinarily high midi-chlorian count gave the boy a
connection to the Force that even Jedi Masters on the order of
Yoda might never achieve. Qui-Gon, he now believed, had been
right. Anakin Skywalker was the chosen one.
He paced the room, dressed in fresh clothing for the funeral,
soft, loose-fitting, sand-colored Jedi Knight garb, Qui-Gon's
lightsaber, now his own, hanging from his belt. The Jedi Council

316=======================================================TERRY BROOKS

had come to Naboo for the funeral and to speak again with
Anakin. They were doing so now, close by, making a final assess-
ment based on what had transpired since their last session with
the boy. Obi-Wan thought the outcome of their deliberations
must be a foregone conclusion. He could not imagine now that
it wouldn't be.
He stopped his pacing and stared momentarily at nothing,
thinking of Qui-Gon Jinn, his Master, his teacher, his friend.
He had failed Qui-Gon in life. But he would carry on his work
now, honoring him in death by fulfilling his promise to train the
boy, no matter what.
Listen to me, he thought, smiling ruefully. I sound like him.
The door opened, and Yoda appeared. He entered the room
In a slow shuffle, leaning on his walking stick, his wizened face
sleepy-eyed and contemplative.
"Master Yoda," Obi-Wan greeted, hurrying forward to meet
him, bowing deferentially.
The Jedi Master nodded. "Confer on you the level of Jedi
Knight, the Council does. Decided about the boy, the Council is,
Obi-Wan," he advised solemnly.
"He is to be trained?"
The big ears cocked forward, and the lids to those sleepy
eyes widened. "So impatient, you are. So sure of what has been
decided? "
Obi-Wan bit his tongue and kept his silence, waiting dutifully
on the other. Yoda studied him carefully. "A great warrior, was
Qui-Gon Jinn," he gargled softly, his strange voice sad. "But so
much more he could have been, if not so fast he had run. More
slowly, you must proceed, Obi-Wan."
Obi-Wan stood his ground. "He understood what the rest of
us did not about the boy."

THE PHANTOM MENACE===============================================317

But Yoda shook his head. "Be not so quick to judge. Not
everything, is understanding. Not all at once, is it revealed. Years,
it takes, to become a Jedi Knight. Years more, to become one
with the Force."
He moved over to a place where the fading light shone in
through a window, soft and golden. Sunset approached, the ap-
pointed time for their farewell to Qui-Gon.
Yoda's gaze was distant when he spoke. "Decided, the Coun-
cil is," he repeated. "Trained, the boy shall be."
Obi-Wan felt a surge of relief and joy flood through him, and
a grateful smile escaped him.
Yoda saw the smile. "Pleased, you are? So certain this is
right?" The wrinkled face tightened. "Clouded, this boy's future
remains, Obi-Wan. A mistake to train him, it is."
"But the Council-"
"Yes, decided." The sleepy eyes lifted. "Disagree with that
decision, I must."
There was a long silence as the two faced each other, listen-
ing to the sounds of the funeral preparations taking place with-
out. Obi-Wan did not know what to say. Clearly the Council had
decided against the advice of Yoda. That in itself was unusual.
That the Jedi Master chose to make a point of it here emphasized
the extent of his concerns about Anakin Skywalker.
Obi-Wan spoke carefully. "I will take this boy as my
Padawan, Master. I will train him in the best way I can. But I
will bear in mind what you have told me here. I will go carefully.
I will heed your warnings. I will keep close watch over his
progress."
Yoda studied him a moment, then nodded. "Your promise,
then, remember well, young Jedi," he said softly. "Sufficient, it
is, if you do."

318=======================================================TERRY BROOKS

Obi-Wan bowed in acknowledgment. "I will remember."
Together, they went out into a blaze of light.

The funeral pyre was lit, the fire building steadily around
the body of Qui-Gon Jinn, the flames slowly beginning to en-
velop and consume him. Those who had been chosen to honor
him encircled the pyre. Queen Amidala stood with her hand-
maidens, Supreme Chancellor Palpatine, Governor Sio Bibble,
Captain Panaka, and an honor guard of one hundred Naboo sol-
diers. Boss Nass, Jar Jar Binks, and twenty Gungan warriors
stood across from them. Linking them together were the mem-
bers of the Jedi Council, including Yoda and Mace Windu. An-
other clutch of Jedi Knights, those who had known Qui-Gon
longest and best, completed the circle.
Anakin Skywalker stood with Obi-Wan, his young face in-
tense as he fought to hold back his tears.
A long, sustained drum roll traced the passage of the flames
as they reduced Qui-Gon to spirit and ash. When the fire had
taken him away, a flight of snowy doves was released into a crim-
son sunset. The birds rose in a flutter of wings and a splash of
pale brilliance, winging swiftly away.
Obi-Wan found himself remembering. For his entire life, he
had studied under the Jedi, and Qui-Gon Jinn, in particular.
Now Qui-Gon was gone, and Obi-Wan had passed out of an old
life and into a new. Now he was a Jedi Knight, not a Padawan.
Everything that had gone before was behind a door that had
closed on him forever. It was hard to accept, and at the same
time, it gave him an odd sense of release.
He looked down at Anakin. The boy was staring at the ashes
of the funeral bier, crying softly.

THE PHANTOM MENACE===============================================319

He put his hand on one slim shoulder. "He is one with the
Force, Anakin. You must let him go."
The boy shook his head. "I miss him."
Obi-Wan nodded. "I miss him, too. And I will remember
him always. But he is gone."
Anakin wiped the tears from his face. "What will happen to
me now?"
The hand tightened on the boy's shoulder. "I will train you,
just as Qui-Gon would have done," Obi-Wan Kenobi said softly.
"I am your new Master, Anakin. You will study with me, and you
will become a Jedi Knight, I promise you."
The boy straightened, a barely perceptible act. Obi-Wan
nodded to himself. Somewhere, he thought, Qui-Gon Jinn
would be smiling.
Across the way, Mace Windu stood with Yoda, his strong
dark face contemplative as he watched Obi-Wan put his hand on
Anakin Skywalker's shoulder.
"One life ends and a new one begins in the Jedi order," he
murmured, almost to himself.
Yoda hunched forward, leaning on his gnarled staff, and
shook his head. "Not so sure of this one as ofQui-Gon, do I feel.
Troubled, he is. Wrapped in shadows and difficult choices."
Mace Windu nodded. He knew Yoda's feelings on the mat-
ter, but the Council had made its decision. "Obi-Wan will do a
good job with him," he said, shifting the subject. "Qui-Gon was
right. He is ready."
They knew of what the young Padawan had done to save
himself from the Sith Lord in the melting pit after Qui-Gon
had been struck down. It took an act of extraordinary courage
and strength of will. Only a Jedi Knight fully in tune with the

320=======================================================TERRY BROOKS

Force could have saved himself against such an adversary. Obi-
Wan Kenobi had proved himself beyond everyone's expectations
that day.
"Ready this time, he was," Yoda acknowledged grudgingly.
"Ready to train the boy, he may not be."
"Defeating a Sith Lord in combat is a strong test of his readi-
ness for anything," the Council leader pressed. His eyes stayed
with Obi-Wan and Anakin. "There is no doubt. The one who
tested him was a Sith."
Yoda's sleepy eyes blinked. "Always two there are. No more,
no less. A master and an apprentice."
Mace Windu nodded. "Then which one was destroyed, do
you think-the master or the apprentice?"
They looked at each other now, but neither could provide an
answer to the question.

That night Darth Sidious stood alone on a balconyoverlook-
ing the city, a shadowy figure amid the multitude of twinkling
lights, his visage dark and angry as he contemplated the loss of
his apprentice. Years of training had gone into the preparation
of Darth Maul as a Sith Lord. He had been more than the equal
of the Jedi Knights he had faced and should have been able to
defeat them easily. It was bad luck and chance that had led to his
death, a combin~tion that even the power of the dark side could.
not always overcome.
Not in the short run, at least.
His brow furrowed. It would be necessary to replace Darth
Maul. He would need to train another apprentice. Such a one
would not be easy to find.
Darth Sidious walked to the railing and put his hands on the

THE PHANTOM MENACE===============================================321

cool metal. One thing was certain. Those responsible for killing
Darth Maul would be held accountable. Those who had opposed
him would not be forgotten. All would be made to pay.
His eyes glittered. Still, he had gotten what he wanted most
from this business. Even the loss of Darth Maul was worth that.
He would bide his time. He would wait for his ~hance. He would
lay the groundwork for what was needed.
A smile played across his thin lips. A day of reckoning would
come about soon enough.

There was a grand parade the following day to publicly rec-
ognize the newfound alliance of the Naboo and Gungan peoples,
to celebrate their hard-fought victory over the Trade Federation
invaders, and to honor those who had fought to secure the
planet's freedom. Crowds lined the streets ofTheed as columns
of Gungan warriors astride kaadu and Naboo soldiers aboard
speeders rode through the city to the sounds of cheering and
singing. Fambaa lumbered down the avenues, draped in rich silks
and embroidered harnesses, heads weaving from side to side on
long necks. Here and there, a captured Federation tank hovered
amidst the marchers, Naboo and Gungan flags flying from can-
nons and hatchways. Jar Jar Binks and General Ceelled the Gun-
gans, both riding their kaadu, Jar Jar managing to stay aboard
this time for the entire parade, though he looked to those in at-
tendance to be having a bit of trouble doing so.
Captain Panaka and the Queen's own guards stood at the top
of the stone steps in the central plaza, watching the parade ap-
proach. Panaka's uniform was creased, metal insignia on his
epaulets gleaming, proud and strong.
Anakin Skywalker stood with Obi-Wan Kenobi near the

322=======================================================TERRY BROOKS

Queen. He was feeling out of place and embarrassed. He
thought the parade wonderful, and he appreciated being hon-
ored with the others, but his mind was elsewhere.
It was with Qui-Gon, gone back into the Force.
It was with Padme, who had barely spoken to him since he
had been accepted for training by the Jedi Council.
It was with his home, to which he might never return.
It was with his mother, whom he wished could see him now.
He wore the clothing of a Jedi Padawan, his hair cut short in
the Padawan style, a student in training to become a Knight of
the order. He had achieved all that he had hoped in coming with
Qui-Gon to Coruscant and beyond. He should have been happy
and satisfied, and he was. But his happiness and satisfaction were
clouded by the sadness he could not banish at losing Qui-Gon
and his mother both. They were lost to him in different ways, to
be sure, but they were gone out of his life. Qui-Gon had pro-
vided the stability he required to leave his mother behind. With
the Jedi Master's death, Anakin was left adrift. There was no
one who could give him the grounding that Qui-Gon had
provided-not Obi-Wan, not even Padme. One day, perhaps.
One day, each of them would playa part in his life that would
change him forever. He could sense that. But for now, when it
mattered most, he felt all alone.
So he smiled, but he was sick in spirit and lost in his heart. .
Perhaps sensing his discomfort, Obi-Wan reached over to
put a reassuring hand on his shoulder. "It's the beginning of a
new life for you, Anakin," he ventured.
The boy smiled back dutifully, but said nothing.
Obi-Wan looked off at the crowds in front of them. "Qui-
Gon always disdained celebrations. But he understood the

THE PHANTOM MENACE===============================================323

need for them, as well. 1 wonder what he would have made of
this one."
Anakin shrugged.
The Jedi smiled. "He would have been proud to see you a
part of it."
The boy looked at him. "Do you think so?"
"1 do. Your mother would be proud of you as well."
Anakin's mouth tightened, and he looked away. "1 wish she
was here. 1 miss her."
The Jedi's hand tightened on his shoulder. "One day you will
see her again. But when you do, you will be a Jedi Knight."
The parade wound through the central plaza to where the
Queen and her guests viewed the procession. She stood with her
handmaidens, Governor Sio Bibble, Supreme Chancellor Palpa-
tine, Boss Nass of the Gungans, and the twelve members of
the Jedi Council. R2-D2 occupied a space just below the
handmaidens and next to Anakin and Obi-Wan, domed head
swiveling from side to side, lights blinking as his sensors took
everything in.
R2 beeped at the boy, and Anakin touched the littledroid's
shell gendy.
Boss Nass stepped forward and held the Globe of Peace high
over his head. "Dis grand party!" an exuberant Jar Jar shouted
above the noise of cheering and clapping. "Gungans and Naboo,
dey be friends forever, hey?"
His enthusiasm made Anakin smile in spite of himself. The
Gungan was dancing up and down, long ears flapping, gangly
limbs twisting this way and that as he mounted the steps. Jar Jar
would never let the bad things in life get him down, the boy
thought. Maybe there was a lesson to be learned in that.

324=======================================================TERRY BROOKS

"We bombad heroes, Annie!" Jar Jar laughed, lifting his arms
over his head and showing all his teeth.
The boy laughed. He guessed maybe they were.
On the broad avenue below, in a long, colorful ribbon of
life, the parade that had carried them to this place and time con-
tinued on.

ABOUT THE AUTHOR

A writer since high school, TERRY BROOKS published his first novel,
The Sword of Shannara, in 1977. It became the first work of fiction
ever to appear on the New York Times Trade Paperback Bestseller
List, where it remained for more than five months. He has pub-
lished fourteen consecutive bestselling novels since.
The author was a practicing attorney for many years but now
writes full-time. He lives with his wife, Judine, in the Pacific North-
west and Hawaii.

ABOUT THE TYPE

This book was set in Galliard, a typeface designed by Matthew
Carter for the Merganthaler linotype Company in 1978. Galliard is
based on the sixteenth-century typefaces of Robert Granjon.