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

THE PHANTOM MENACE

The ancient Galactic Republic teeters on the brink of schism. The Senate is divided and plagued by corruption. The worlds of the Outer Rim, the Republic's farthest reaches, protest the growing power and authority of the Jedi Order as the Galaxy slips into an economic depression. Galactic industry suffers under the brutal taxes necessary to maintain the flagging Republic.

Angered by a Jedi ruling against their claim of transport fees unpaid by the government of the planet Naboo, the Trade Federation has blockaded the world and is demanding restitution from the Senate. The Senators from the Rim Worlds, championed by Count Dooku of Serenno, have aligned themselves firmly with the Trade Federation and the Senate has degenerated into vicious debate. Desperate to keep the fragile peace intact as elections loom, Supreme Chancellor Valorum has dispatched Jedi Master Qui-Gon Jinn and his apprentice Obi-Wan Kenobi as ambassadors from the Republic to the Trade Federation. But there are darker forces at work than greed and injustice; the Sith walk in the shadows and, unbeknownst to the Jedi, the Republic teeters on the brink of total collapse...

CHAPTER ONE: NEGOTIATIONS

QUI-GON

The Neimoidians watched them pass, gaunt green figures robed in black and arrayed in parallel lines to greet the Republic's ambassadors. Qui-Gon Jinn waded through their fear as he crossed the cavernous docking bay, the frigate they'd arrived on at his back and his padawan Obi-Wan at his side. The whole ship felt wrong to him, the recycled air sour and knotted with apprehension. Too many battle droids in the ceremonial guard arrayed in beige platoons behind the welcoming committee. He could feel their ocular slits tracking him, could feel the guttering candles of their rudimentary presences in the Force. Even such crude creations carried within them the spark of being, but their presence disquieted him. This deck was only one of many; had the Federation bought itself an army to lend teeth to its merchant fleet? We're too late to stop what's coming, Qui-Gon thought. Perhaps it was inevitable from the beginning.

He felt Obi-Wan's unease like an itch at the back of his neck, but the young man, square-jawed and serious in his roughspun tunic and brown robe, hid it well. He will be ready for the Trials, soon, Qui-Gon realized. The thought saddened him, though there was joy in it as well. He would miss Obi-Wan's steadfastness and his practicality, qualities he himself was sorely lacking. A disciple of the Living Force, Qui-Gon followed the dictates of the moment where his instincts led him, trying in his own small way to heed the vast and wordless voice that bound and joined all life. Now it spoke to him of Obi-Wan's strength, and of an auspicious future, one of moment and of wisdom. He's been ready for some time now, Qui-Gon thought ruefully. Old fool. Let him go and be his own man. They were nearing the end of their welcome delegation's serried press. Behind them, blocks of battle droids were already wheeling in lockstep to redeploy to other sectors of the mighty battleship while crew filtered away in muttering knots, the pall of their agitation still palpable.

In the archway leading from the bay into the central passageway of the great lucrehulk-class battleship's broken torus stood a shining silver protocol droid. "Viceroy Gunray sends his apologies, Master Jedi," it trilled in its melodious voice as they approached. It seemed almost comically small in the center of the soaring archway, the torus's curving spinal passage opening up long and bright and vacant behind its polished silhouette like the throat of some leviathan. "He has been detained by pressing business on the bridge. He asks that you excuse him and accept refreshment in the Chamber of Accord until he can conclude these urgent matters and devote his full attention to the talks at hand."

"Thank you," Qui-Gon said, offering a shallow bow. "We accept the Viceroy's hospitality with gratitude and extend to him the warm regards of the Republic. Please, lead on."

"Right this way, Master Jedi," chimed the droid. It turned and toddled off into the vasty passageway.

Qui-Gon slowed his pace a moment glanced at his apprentice. Obi-Wan's brow was furrowed. His hand hovered near the hilt of his lightsaber, concealed beneath his robes. "Stay close," said Qui-Gon. "Something is amiss."

"I sense it too," said Obi-Wan.

They carried on in silence, the Federation battleship a tomb around them. Every pressure door was sealed, every waypoint and security station running on automatic settings or else crewed solely by droid labor. The bare decor and dispiriting grey and brown bulkheads gave the corridor an air of grandeur squandered by clerkdom's bent for uniformity. Qui-Gon looked back only once, compelled by some ineffable feeling in his gut. Their ship, its red bulk perched on stumpy landing legs, looked frail against the blackness of the void.

The Room of Accord was just one coil of intestine, Qui-Gon knew, in the labyrinthine digestive tract of the Trade Federation's negotiation process. It was an impressive coil, though, with its ten-meter table and high-backed repulsor chairs starkly framed against a floor-to-ceiling viewport. Naboo turned in the darkness beyond the plasteel screen, a marble mottled in blues and greens with white whorls of cloud and ice caps at its poles. Qui-Gon, his hand pressed against the port, could feel the chill of every centimeter of emptiness separating him from the planet. Life sang on Naboo. Its fecund swamps, its airy cities. The deepest abysses of its oceans held a myriad of beings irreplaceable and conscious. Qui-Gon felt the same whenever he saw any world from space, his comprehension beggared by the thought of so many lives unfolding, beginning, and ending in the compass of his vision. If we fail, he thought, war will poison this place forever.

Neither Jedi had touched the tray of drinks and artfully-presented tidbits presented for their easement. The droid had led them to the room, delivered again the Viceroy's most abject and sincere apologies, and vanished back into the guts of the battleship proper, the teeth of the chamber's ornate blast door scissoring shut behind it. The thought that any repast delivered by the hands of Gunray's minions might be laced with dinko venom had passed between them unspoken. I would have shot us down while we docked, Qui-Gon mused. Perhaps the Viceroy is indecisive. Plagued by the multitude of ways he might dispose of his Jedi problem.

"I don't believe the Viceroy means to join us," said Obi-Wan. The younger Jedi fairly vibrated with tension. All the books on rhetoric that he'd consumed, the elocution drills he'd practiced day and night in his cabin on the frigate; he would have made a fine diplomat, given the chance.

The hiss and thump of the door's magnetic locks engaging drew Qui-Gon's attention from the distant pulse of Naboo's life force. "Ah," he said. "It seems you were right, Obi-Wan." Desolation gripped his stomach as soon as he'd spoken, cold claws digging deep. On the far side of the table, Obi-Wan paled and stumbled, catching himself on a repulsor chair which swayed beneath his weight.

"Master, what's happened? I feel...I feel-"

"They've destroyed the ship," said Qui-Gon, grief for the men and women he'd only just begun to know hollowing his voice. "The pilot, the crew. Our escort. They've become one with the Force." Which was to say they had been flung into a raging torrent, their uniqueness never to be seen again, their souls subsumed into the light that journeyed between stars. Beautiful. Terrible. Qui-Gon gave himself to that same flow as the sound of many battle droids approaching reached his ears, muffled by the blast doors. "Prepare yourself, Obi-Wan. We'll need to fight our way free." He drew his lightsaber, holding the well-worn hilt loosely by his side. Obi-Wan collected himself and did the same. Together, the two men moved toward the blast door as the clank of magnapeds on decking grew louder. There must be dozens of them.

Just then, hidden valves squealed somewhere in the walls. Billowing clouds of yellow-green gas began to pour from vents concealed beneath the ornamental trim that ran along the floor, swamping the room in moments, coiling around the two Jedi's legs, and filling the air with an acrid smell. Qui-Gon shut his eyes and drew a deep, burning breath while some purity remained in the recycled atmosphere. At his side, Obi-Wan did the same, and then the tide engulfed them and their world was swirling poison.

NUTE

Nute Gunray wrung his long-fingered hands and tried not to sweat, though he knew the effort was a futile one. His skin was already slick with oily perspiration beneath his heavy robes of office and tall black miter. "The Jedi ambassadors have arrived, my lord," he stammered.

The hologram of the cowled man who called himself Sidious stared at him, face lost in shadow. "And they will be dealt with." It was not a question.

"Even as we speak," said Nute in his most placating manner, unable to keep a sort of hunching bow from bending his shoulders.

Rune Haako, Nute's lieutenant and chief settlement officer, folded his arms and made a disapproving humm-ing sound deep in his wattled throat. Sidious ignored the other Neimoidian. "You are to commence landing your troops. Seize the capital, and make certain that the Queen and the junior planetary senator are detained," he said, gesturing vaguely toward Nute with a wrinkled hand. "My apprentice, Darth Maul, will arrive shortly to ensure your safety."

Nute's lipless mouth worked. "Of-of course, Lord Sidious," he gasped. "At once."

The hologram flickered and vanished, plunging the room into darkness. Nute composed himself and turned to the frowning Haako. The Viceroy adopted his most convincing look of disdainful confidence. "The situation," he said, pushing aside his wriggling doubts and fears, "has been dealt with."

"Jedi do not die easily," said Haako.

Nute sneered, though privately he was inclined to agree.

The two Neimoidians left the gloom of the privacy chamber, walking out onto the cathedral-sized bridge of the Saak'ak, flagship of the Trade Federation fleet. Battle droids and Neimoidian technicians manned the various stations on the bridge's concentric tiers, centered on the Captain's command dais where Daulty Dofine stood listening to an OOM command droid's flat, toneless report. Dofine turned as Nute entered the room, the corners of his mouth drawn down in displeasure. The Viceroy felt his innards squirm.

"The Jedi have left the conference room, Viceroy," said Dofine, his tone morbid.

Haako sat down in a suspensor chair on the topmost tier, near the helmsman's console. "We will not survive this, I think," he said.

Nute trembled, wiping his mottled green hands on his red gown of office. These moments of truth always upset his digestion. How he longed to table accounts, or perhaps to draft a trade agreement, to bicker over rights and shipping routes. Anything but this constant, dreadful panic. But he had not clawed his way to the top of the Trade Federation to be undone by antiquated monks. He drew himself up to his full height. "Dispatch more droids," he said to Dofine, fighting to keep the tremor from his voice. "Recall some droidekas from the landing groups! We must kill those Jedi!"

"Doomed," said Haako, shaking his head.

QUI-GON

Gunray must be nervous, Qui-Gon thought as the blast doors of the Room of Accord unlocked and slid open. He wants to see us die. He wants to be sure. Gas billowed out into the passageway where a score or more of skeletal battle droids awaited in a double firing line, the front rank kneeling, the second erect. They shifted their aim as the gas eddied and blew around them, tricking their photoreceptors and fouling their targeting subroutines. His lungs burning, Qui-Gon crouched just beyond the open doors, concealed by the gas for at least another precious few moments. Enough time to sink deeper into the flow of events, to let the Force be his guide. To give himself to its swift waters. Straightening, he stepped out out of the swirling fog and into the corridor. The droids shifted with much clanking and chittering, their ghoulish faces swiveling toward him along with the barrels of their mass-produced blaster rifles.

"Open fire," said one, pointing with a skeletal finger.

They commenced just as Qui-Gon's lightsaber snarled to life, green light washing the bulkheads and refracting through the dissipating gas. He parried bolts by knowing which would kill and which would maim, which would graze and which would miss, his boots sliding across the deck in the steps of a dance the Force taught him from one moment to the next as droids smoked, sparked, fell, burned. Sometimes his eyes would flicker and drift closed as the Force swelled up within him, then open again as its vast tide ebbed and mortal sensation returned. He wove a tower of light around himself as reinforcements flooded in to swell the withering ranks. Somewhere in the distance he could hear an ominous rattle, the sound of great coins set on their edges and spun. Their window of opportunity was closing. Their chance to warn the people of the Republic of the Federation's duplicity, to say nothing of warning the people of Naboo, would soon be gone. A stray bolt grazed his side. He let the pain flow on into the river of his focus, but he knew he couldn't keep the droids at bay forever.

Obi-Wan leaped past him, a blur of brown robes and blue light, and slammed feet-first into a droid in the second rank as wild blaster fire ricocheted off of the bulkheads. The Padawan's blade carved through the battle droids with ease as he rolled to his feet, leaving behind glowing wreckage. They crashed to the deck in his wake as he spun onward. The brutalist efficiency of Soresu was a thing of beauty in Obi-Wan's hands, and the stiff-jointed droids stood no chance against him. Qui-Gon closed the gap between himself and his apprentice, moving from Ataru's looping, flowing defense to its wild strikes and lunges. In a matter of moments the two Jedi stood side by side among the remnants of their executioners, a smoking hill of scrap drifted three feet high against the port bulkhead. Qui-Gon deactivated his lightsaber, the blade vanishing with a hiss, and set off down the first corridor he saw, Obi-Wan jogging at his heels. The dropped-coin rattle was growing closer.

Obi-Wan kept his own weapon lit, heedless of the sparks it struck from the deck and bulkheads. "Master, where are we going?"

"To a hangar, I hope," Qui-Gon replied, squinting down the dimly-lit passageway. Like all the Saak'ak'scorridors, it curved out of sight as it wore on, following the parabola of the broken torus. "Trust the Force, my young Padawan."

Behind them, the rattling ceased. Qui-Gon turned, reigniting his blade. Twenty meters distant at the entrance to their passageway were a pair of sleek, deadly war droids ensconced within the shimmering bubbles of protective shields. They unfolded like ruinous flowers from their transit mode, a wheel-like formation Qui-Gon guessed relied on micro-repulsors and low-friction plating to speed their progress through the battleship's cavernous guts. Heavy blasters on their arms, rangefinders and spectrometers gleaming on their small, flat heads while filigreed backplates dumped waste heat and insectile limbs scored the decking. They clattered forward, their deployed gait slow and graceful.

"Behind me," Qui-Gon said, and then the corridor was a killing field. The war droids' repeating blasters flooded the air with light. Qui-Gon's blade could hardly part the wave. His forearms blistered with the searing heat of the droids' near-misses as he edged back along the narrow passageway. the bulkheads around him blackening rapidly, sparks pluming where his lightsaber scored their panels. The Force suffused him and guided his blade, sheltering Obi-Wan from the onslaught, but there was no respite to be had, and sooner or later, Qui-Gon's body would fail. They might try retreat, but against such fierce fire there was little chance that they'd survive. Qui-Gon spoke as though from the bottom of a well, the effort of investing conscious thought with speech a taxing one while he held the Force so close. "Find us a way out. The emergency blast doors-"

"Ahead of you, Master." Obi-Wan turned and plunged his lightsaber through the nearest bulkhead, molten slag running like honey where the blue blade bit into the durasteel and its coatings of sealant. A circle of dull red bloomed around the point of impact as the metal softened and Obi-Wan's weapon sank deeper. When it found the insulation, sparks plumed into the corridor. Obi-Wan did not recoil. Grimly, the young Jedi leaned against his blade until, with a muffled whump of ignition, the insulation layer behind the bulkhead caught fire. Alarms bleated, the noise so overwhelming that Qui-Gon's rhythm nearly faltered. A blaster bolt grazed the back of his hand as he moved through his forms, leaving a shiny weal of burned skin in its wake. And then, just as he realized he was at the end of his strength, the two-ton emergency fire doors slammed into place to their either side, sealing them into their section of hall as the alarms screeched and howled. The din of the war droids' blaster fire was instantly muffled. Then it ceased.

Obi-Wan slumped against the bulkhead opposite the one he'd ruined. "I think that concludes negotiations," he chuckled.

"Well done, my padawan." Qui-Gon extinguished his lightsaber and put a hand on the younger man's shoulder, disguising his own exhaustion with a warm smile. Nearby, the melted section of wall emitted a thin tongue of white-hot flame slowly burning up toward the deck above. "What next?"

Obi-Wan smiled. He gestured, reaching out with the Force, and a nearby vent cover shook itself loose of its housing and clattered to the deck. "Follow me, Master."

The ship's airways took them down into the bowels of the Saak'ak. Through echoing filtration caverns and down tubes so tight they had to wriggle on their bellies to progress, the two Jedi wormed their way deeper and deeper into the battleship as the sound of the deck fire alarms faded behind them. Down through cavernous maintenance tunnels and stinking solid waste reprocessing plants where vats of unnameable biomass bubbled and degraded into a kind of nutrient paste. The last of these was inactive, its vats rusted through, and interloping greenery, its seeds or spores blown down the vents, bloomed amid the decay. Great ferns uncoiled at Qui'Gon's touch, their leaves heavy with moisture. Creepers had colonized one of the bulkheads entirely, prizing open its joins and weak points, feasting on its constituent minerals. Yellow flowers on slender stems bloomed amid lacy leaves, and Qui-Gon smiled to see a pair of colorful neekoflights, escapees from some Neimoidian officer's gilded cage, or perhaps the descendants of those brave jailbreakers, nesting among the coils of the hanging vines. Even in a place like the Saak'ak, bludgeon of a cabal of grasping, greedy tyrants, life bloomed.

They passed through the verdure of the defunct processing station without speaking. Qui-Gon could feel Obi-Wan's impatience, but the boy needed to learn that life was finite, and beauty fleeting. The clash and clank of machinery in motion drew them onward down a narrow maintenance shaft left uncovered by some careless mechanic. It terminated in open air, and the two Jedi knelt and peered over the edge. A mosaic of droids unfolded in the yawning hangar bay below, an ever-shifting pattern of war whose branching fractals surged in columns toward a staggered double line of cumbersome MTT transports, swaybacked repulsorcraft ten meters high at their peaks and armored like bank vaults with slabs of rust-red durasteel infused with bronzium and klectite. They had their storage racks extended. Each one would ferry hundreds of the Federation's artificial soldiers into battle, and each one boasted fearsome dual-linked laser batteries that could pound and rend the enemy ranks while the battle droids crept closer to mop up. Behind the MTTs loomed six H-wing landing craft. Titanic atmospheric transports, the H-wings could swallow dozens of their smaller cousins in close company with spider droids, battle tanks, and other weapons of destruction without compromising the lift of their gargantuan repulsors. They were the arks that would bridge the divide between the Saak'ak and the surface of Naboo. The planet loomed behind them through the flickering magnetic containment field that warded the bay.

"An invasion," said Obi-Wan as a heavy lifter carrying a clutch of wheel-form war droids rumbled past their hiding place. "We have to warn the Council."

"The transports are our only chance," said Qui-Gon. "Follow my lead, Obi-Wan."

The younger man made to protest, but Qui-Gon wasn't listening. The Force opened its arms to him as he launched himself free of the maintenance gangway and plummeted toward the deck below, robes billowing around him, to land lightly between towering stacks of cargo containers. Even as Obi-Wan dropped down beside him, a lumbering load lifter snatched away the nearest container in its massive mag-clamps. Qui-Gon read the moment's flow, watching calmly as their cover rose up into the air above them. And then he walked out onto the open deck, threading a needle between the swaying eyes of security holo-cams and the tens of thousands of droids marching in lockstep legions across the deck. There were always spaces between. Always grey paths to walk unseen in the void between perception and ignorance. Hard to find the balance, harder to keep it, but the Force guided his footsteps as surely as it had guided his blade in the passageway, and Obi-Wan kept close to him. Vulture droids cruised overhead, their repulsors rattling the housings of their lesser kindred as the battle droids processed toward the open transports and their extended storage racks, mighty boughs awaiting foliage. Once positioned, they stored their blasters on magnetic locks affixed to their backplates and then knelt, compressing themselves into neat little packages which the racks' servo arms snatched up and hung. The racks withdrew. The MTTs' bulkheads hissed shut. Other transports descended from above on shuddering repulsors as the first ranks glided toward the H-wings.

Qui-Gon's steps quickened. He was overextending himself, drawing too deeply on the Force after his exertions against the war droids, and the path before him seemed to flicker and change as his focus lost its edge. A moment more, he thought, Obi-Wan's terror at their exposure and trust in his master a warring storm front just behind him. They inched forward across the vast and churning deck, the Federation's war machine thundering around them. Qui-Gon spread his hands like a man on a tightrope. He felt a vein jumping in his forehead as he led his apprentice onward through the cathedral of machinery. The two Jedi ended their long walk behind an idling grav tank, a sleek, ochre-hulled engine of death with a flaring cowl in which missile tubes gaped like eyes. Qui-Gon crouched, sweat dripping from his nose and soaking the collar of his tunic. At his side, Obi-Wan's face was pale, his knuckles white on his lightsaber's hilt. One last stretch of deck remained before them, and beyond it loomed an H-wing, its gargantuan landing leg split in two to admit its cargo up its grav ramps. That's it, Qui-Gon thought. We get aboard it, or we die.

"Stay near the crew," he whispered to the younger man. "The droids will travel without atmosphere; the navigators have to breathe."

Obi-Wan nodded, and together they broke cover and sprinted for the darkness of the great ship's gaping maw.

NUTE

"The Jedi have entered the vents," said the OOM droid, delivering the cataclysmic news in the same tone it used when traffic delayed a shuttle landing on Corsucant.

"Then sweep the vents," cried Nute, clutching at his vestments. His voice was cracked. His lungs were seizing up, in need of the calming release of a spice capsule. There would be time for that later, though, once the situation was resolved. It would not do to incapacitate himself when Sidious might contact him at any moment.

"Yes, Viceroy," the droid acknowledged. It fell silent for a long moment, contacting its subordinates over the ship's network. Lights flickered rapidly behind its eye slits.

Nute drew himself up, struck by a terrible thought and attempting to avoid the appearance of blind panic. The Jedi, if they really had gone into the vents, could be anywhere inside the Saak'ak. They might be privy to all her secrets, to her every corridor and chamber. Even his own private quarters could no longer be counted on as safe. And if the droids did not apprehend the Jedi soon, they would come for him no matter where he went or how thoroughly he defended himself. His lipless mouth twitched. "Prepare my shuttle," he said in a strangled voice that did not seem anything like his own. "Captain Dofine, you have the command."

Dofine nodded and sank back into his half-spherical command seat, long green fingers tented beneath his weak chin. Nute gestured peremptorily to Haako and his adviser rose from his own seat, shaking his head as he did. They left the bridge in the company of a score of security droids. "This glorious retreat, at least, is sensible," hissed Haako to Nute. "Murdering Jedi during a negotiation session, destroying a Republic ship. Pfah, Sidious and his machinations will be the end of the Federation." The elder Neimoidian spat on the deck.

Nute felt a flicker of nervous fear at his old colleague's warning, but he had only to conjure up the image of the money Sidious represented. The impossible, incomprehensible money. And the prospects Sidious promised were richer even than all the credits in the coffers of the Banking Clan, richer than exclusive trade routes to the Core Worlds. Nute rubbed his sweating hands together. Independence. Autonomy. Words to frighten the Republic, to bring the teetering edifice of Galactic Government and its Jedi watchdogs to their knees.

The two Neimoidians approached their shuttle as the first landers left the Saak'ak's portside hangar. Nute watched from the boarding ramp as a pair of the great H-wing landing craft slid out through the shimmering magnetic containment field and into the void between the blockade fleet and Naboo's atmosphere. The planet was clearly visible through the field, filling the entirety of Nute's vision with mottled green and blue. He blinked, eyelids nictating over his sensitive eyes. To his every side great marching blocks of battle droids readied themselves for transport even as more landers rose from the deck and departed for the planet's surface. Rune was clever, and he was experienced. But he was not a visionary. He would never have been able to see what Nute saw in Sidious, to see the opportunity the Sith Lord represented.

Nute sighed. The airlock hissed shut behind him as he took his seat opposite Haako, accepting a glass of thick yellow juma juice from a serving droid. Its smooth, sour taste soothed his stomach as the shuttle rose on a column of flame and left the hold to join the invasion fleet. Anything, he reflected, tapping a finger against the brim of his glass, to avoid the Jedi.

Haako, his own glass half-empty before the serving droid had even left the room, made a sour face at Naboo as it grew in the viewscreen. "This is folly," he said.

"This is the future," said Nute. He felt suddenly nauseous.