His SHOCK is broken only when - CHEWIE CRIES OUT IN AGONY! Chewie furiously FIRES AT KYLO REN, HITTING HIM IN THE SIDE! Kylo Ren falls back, stunned.

Despite the previous horror and sadness, the Jedi all jump in surprise but some grin at the Wookiee's blast.

"Oh ho, that was a brilliant shot!" Anakin says in an attempt to regain a more pleasant attitude.

Ahsoka wipes the tears away and smiles slightly. "Chewbacca always was an awesome Wookiee."

Mace has an impassive look on his face, but approves of the Wookiee for shooting the dark side apprentice, even if it didn't kill him. Those who followed the dark side would never be redeemed, the Jedi Code taught this much.

Our MUSIC TAKES OVER, EPIC AND HEARTBREAKING as Stormtroopers FIRE AT CHEWIE, who is forced to retreat down a corridor, where he holds the EXPLOSIVE REMOTE - he PUSHES THE BUTTON! Hearing ONLY OUR SCORE, FIRST ONE, then TWO, then FOUR, then SIX EXPLOSIONS rock the structure - CATWALKS FALL as the walls CAVE IN!

Everyone widens their eyes in surprise at the massive explosion, seeing all the parts fly everywhere, destroying the Oscillator damaged heavily.

"Chewie!" Ahsoka exclaims in concern, unsure of whether or not he survived.

"I'm sure he's fine Snips." Anakin says in an attempt to reassure her. Obi-Wan and Yoda nod their heads in agreement.

Kylo Ren SEES REY AND FINN, WATCHING THE EXPLOSIONS IN SHOCK - then they SEE KYLO REN, WHO RECOGNIZES THEM BOTH, WITH ASTONISHMENT. He rises to his full height and heads for them with long strides.

"Well someone looks upset." Obi-Wan remarks casually.

Anakin scowls. "He doesn't have a right to be... he killed his father. How could anyone do that..." he says in angry despair, upset with his grandson. He then remembers the helmet of the Sith he was speaking to earlier... perhaps that was Vader?

He wasn't sure what to think of that, feeling some sort of familiarity with it. However he couldn't turn into.a Sith Lord! He would never join the dark side, then he would lose everything he loved! His padawan, his master, his friends, his wife...

Stormtroopers begin to BLAST AWAY AT REY AND FINN! CRAZED, REY FIRES BACK AS BLASTS HIT AROUND HER. FINN WRAPS AN ARM AROUND HER AND DRAGS/CARRIES HER OUT OF SIGHT!

INT. RESISTANCE BASE - DAY

ADMIRAL ACKBAR: The Oscillator's been damaged but is still functional.

COMMODORE META reacts.

OFFICER TABALA ZO: Admiral, their weapon will fire in two minutes.

"The Resistance pilots need to make a move soon if they hope to ensure victory in this conflict." Master Mundi states.

EXT. FOREST - NIGHT

From a distance the oscillator is ablaze and fractured from the explosives. Then Rey and Finn appear, coming over a rising, running into a bare-tree snowy forest.

FINN: The Falcon's this way.

"What about Chewbacca?" Ahsoka asks in concern. No one has an answer, unsure of the Wookiee's fate.

Finn and Rey, overcome with emotion, race through the snowy forest - until Finn SLOWS AND STOPS. Rey stops too, both out of breath. They look at each other. They both know: they can't run.

"Wait, why have they stopped?" Anakin asks in confusion.

EXT. STARKILLER BASE - FOREST - NIGHT

Kylo Ren moves through the trees - until he STOPS. Takes out the saber, ignites it. A still figure amidst the gusts of wind and snow. STANDING THIRTY FEET AWAY, FACING HIM, ARE FINN AND REY. Finn holds LUKE'S LIGHTSABER, Rey the Stormtrooper BLASTER.

"This is not good." Master Fisto says with a concerned frown.

"How are they going to fight him?" Obi-Wan wonders in concern.

KYLO REN: We're not done yet.

REY: You're a monster!

Many of the Jedi frown warily, afraid the girl may head to the dark side with how much rage she has at Kylo Ren.

"She's way too susceptible to her anger." Mace says in displeasure.

"I wouldn't give up on her just yet Master Windu." Master Plo states before Anakin can respond angrily, and he sends the Kel Dor a slightly grateful look.

KYLO REN: It's just us now. Han Solo can't save you.

Kylo Ren starts to beat on his chest, grimacing in pain as drops of blood fall into the white snow.

"He's not looking well. I'm surprised he hasn't fallen unconscious from that blaster shot." Obi-Wan remarks in surprise.

"A blast like that would've killed any lesser man for sure." Master Fisto says.

Anakin rolls his eyes. "Well to nice to see my bloodline still has my pain tolerance," he says sarcastically, and Ahsoka nudges him with her elbow in a small bit of amusement.

After a beat, Rey moves forward with the blaster - AIMS IT! Kylo Ren RAISES A HAND - Rey struggles under his FORCE POWER - she can't fire - he strains too, especially with the WOUND Chewie inflicted. Kylo Ren GESTURES POWERFULLY - Rey's BLASTER FLIES OUT OF HER HAND - another GESTURE and Rey FLIES BACK and SLAMS INTO A TREE thirty feet away! She drops - LANDS HARD in the snow. Dazed, hurt.

"Oh come on!" Anakin exclaims in worried frustration.

"Not Rey too..." Ahsoka says quietly.

FINN: Rey! Rey! Rey... Rey... Oh no. Oh no no no...

Finn turns to her, afraid and concerned. But the SOUND OF KYLO REN'S LIGHTSABER moving makes Finn TURN BACK TO KYLO REN, lit by the glowing YELLOW AND RED BLADE.

KYLO REN: TRAITOR!

"He doesn't have the right to speak of such things. He betrayed the Jedi first." Mace comments with a small scowl on his face.

In reply, Finn TURNS ON LUKE'S LIGHTSABER - upon seeing the weapon, Kylo Ren REACTS IN SHOCK.

KYLO REN: (CONT'D) That lightsaber. It belongs to me!

Anakin coughs into his hand. "Actually, it's mine hank you very much," he says in displeasure.

Obi-Wan sighs in exasperation. "Oh hush Anakin."

"What? I mean I get I'm his grandfather much to my shock and horror," he says. At this some of the Jedi frown in irritation. "But I though he was obsessed with this Darth Vader, whoever he is!"

Yoda frowns in concern, glancing over at Anakin again. Everything points to Anakin having a heavy influence in the Dark Side in the near future, yet the boy seems to good at heart to become a Sith Lord. What could possibly happen?

Mace narrows his eyes suspiciously at Anakin's words, but doesn't comment. He's sure the truth will reveal itself in time, and then the Jedi will act appropriately to save the Republic from this horrible future.

FINN: Come get it.

"Brave man." Master Mundi says.

Despite his fear, Finn raises his blade in welcome. Kylo Ren CHARGES at him - Finn terrified - Kylo Ren LUNGES but Finn DEFLECTS Ren's SPARK-SPITTING blade! Kylo Ren TURNS, ATTACKS, CUTS - amazingly Finn BLOCKS, COUNTER-ATTACKS - clearly IMPRESSES KYLO REN, who only enjoys this challenge more!

"Finn certainly does have a good instinct with a lightsaber." Obi-Wan comment in pleasant surprise.

"Master, why isn't Kylo Ren just killing him here and now though? Finn doesn't know how to use one properly." Ahsoka asks in confusion.

Anakin, who had studied his grandsons form, shakes his head. "Kylo seems to enjoy the fight. Actually he relishes in it, and he knows he can win. He's merely taunting Finn," he says.

Ahsoka frowns in worry.

Rey RECOVERS, gets her bearings. Her eyes focus on the two men fighting, through the trees. Kylo Ren is obviously hampered by his wound, yet he attacks with a primal SAVAGERY - Finn BLOCKS, turning DEFENSIVE moves into OFFENSIVE ones. And he ACTUALLY GETS A HIT IN! LUKE'S SABER GRAZING KYLO REN'S ARM!

"Well he certainly is way overconfident in his abilities." Obi-Wan remarks, throwing Anakin a small grin. "Reminds me of a certain someone."

Anakin frowns in irritation at him. "Are you really comparing me to Kylo Ren?" he asks incredulously.

Obi-Wan shrugs with a smirk. "Well you are his grandfather," he teases. Anakin sighs in exasperation and annoyance.

"Don't remind me," he says quietly.

Kylo MOVES BACK - wounded, but more enraged than weakened. Kylo Ren CHARGES AGAIN - their WEAPONS POUND, SPARKS FLY, their blades LOCK, the men are CLOSE, LIT BY the powerful, CRASHING sabers: And Kylo Ren PUSHES FINN BACK, attacks with pure ferocity - Finn is stunned - unprepared for this fierceness. Rey sees this -

"He isn't playing with Finn now though." Mace states, finding similarities in Kylo Ren's eagerness to have a lightsaber duel in the same feelings that are used in Vaapad, although Ren clearly doesn't use Vaapad.

Kylo Ren unleashes a MERCILESS SERIES OF BLOWS, pushing Finn further and further back until he loses balance. That's when KYLO REN STRIKES: HE PUNCHES FINN AND SLICES HIS BACK - LUKE'S LIGHTSABER FLIES FROM FINN'S HAND, THROWN TWENTY FEET!

Everyone gasps in surprise, stunned at how Finn went out, most likely dead. It would be a miracle for someone to survive a slice to the back like that.

"No!" Ahsoka exclaims in horror. Anakin scowls angrily, becoming more frustrated and ashamed with his grandson.

Kylo Ren TURNS OFF HIS LIGHTSABER and REACHES FOR LUKE'S LIGHTSABER - BECKONING IT WITH THE FORCE. LUKE'S LIGHTSABER VIBRATES IN THE SNOW. Kylo Ren GESTURES, INCREASES HIS POWER - LUKE'S LIGHTSABER FINALLY FLIES OUT OF THE SNOW, BULLETS TOWARD KYLO REN - - AND SPEEDS PAST HIM!

The Jedi blink their eyes in surprise, not understanding what had happened. Kylo Ren was calling the lightsaber to him, so why did it fly right past him?

KYLO REN TURNS TO SEE LUKE'S LIGHTSABER LAND IN THE HAND OF REY, WHO STANDS, FACING HIM, HAVING REACHED FOR IT HERSELF, BUT UTTERLY STUNNED THAT IT LANDED IN HER HAND! SHE IS SHOCKED - AND SO IS KYLO REN!

Everyone in shocked, but most let out a smile at Rey, seeing that she had unlocked more of her skills in the Force.

"Now that's more like it!" Anakin says happily.

"A new generation of Jedi there will be." Yoda says with a small smile on his face.

Holding it with both hands, SHE IGNITES LUKE'S LIGHTSABER FOR THE FIRST TIME, HER EYES BLAZING. Kylo Ren IGNITES HIS SABER. It's REY who charges now - Kylo Ren immediately on the defensive. They BATTLE POWERFULLY - He is clearly rocked by her raw, innate skill.

"She's definitely got some talent master." Ahsoka says with a grin. Anakin nods in agreement.

INT. X-WING - NIGHT

NIV LEK: We just lost R-1!

JESS: We're overwhelmed! What do we do? It isn't working!

Another pilot looks down - SEES THE EXPLOSION - coming from the OSCILLATOR. Relatively small, it's an opening:

"That is a beautiful sight." Anakin remarks happily.

YOLO ZIFF: Black Leader, there's a brand new hole in that oscillator. Looks like our friends got in!

POE: Red Four! Red Six! Cover us!

LT. BASTIAN: I'm on it!

ELLO ASTY: Roger!

POE: Everybody else, hit the target hard! Give it everything you got!

And the X-WINGS DIVE and BLAST the OSCILLATOR -

The Jedi watch the scene eagerly, awaiting for the destruction of the abomination that is Starkiller Base.

EXT. STARKILLER BASE - OSCILLATOR - NIGHT<

Another two X-wings - including Poe's - soar through the trench leading to the oscillator structure!

"Kind of reminds me of destroying that droid ship over Naboo back in the day." Anakin says with a grin, and Obi-Wan sighs in exasperation.

"Only you Anakin. I'm not fond of your suicidal maneuvers," he replies.

"How about Poe?" Anakin offers.

Obi-Wan immediately shakes his head. "No, he's even more dangerous! I can at least count on you to crash our ship without any injuries!"

Ahsoka and a few other more light-hearted Jedi grin at the banter between the two, and Anakin pouts at Obi-Wan.

POE: I need some help here! I need some help!

LT. BASTIAN: I'm coming in!

JESS: Watch out!

ELLO ASTY: I'm hit!

The alien pilot's X-wing is blasted to pieces.

POE: All teams - I'm going in! Pull up and cover me!

NIV LEK: Copy that, Black Leader! Good luck, Poe!

The trailing X-wings peel off as Poe's black fighter darts into the fiery breach.

"Now that was impressive." Anakin remarks.

INT. STARKILLER BASE - CONTROL ROOM - NEAR DARKNESS

Outside, the SUN ALMOST COMPLETELY GONE - PULL BACK THROUGH THE WINDOW TO REVEAL A STARKILLER TECHNICIAN:

STARKILLER TECHNICIAN: Weapon at full capacity in thirty seconds.

GENERAL HUX: Prepare to fire.

Everyone tenses up, concerned at how close the weapon is to firing and destroying the Resistance base. They can't lose now! Now when they're so close to victory!

EXT. STARKILLER BASE - OSCILLATOR - NIGHT

Poe's X-wing weaves through the breach. A pursuing TIE fighter does not clear the gap, leaving Poe to circle the interior of the unguarded structure, firing volley after volley of torpedoes.

"That's what I'm talking about!" Anakin exclaims joyfully, and other Masters like Kit Fisto and Plo Koon grin in joy at the sight of Poe's success.

EXT. STARKILLER BASE - OSCILLATOR - NIGHT

The remaining X-Wings - including Poe's - BLAST the place - and the structure begins to CRATER, deep underground EXPLOSIONS!

Everyone is relieved and happy. With the Oscillator destroyed, the weapon will backfire and be completely destroyed if they attempt to fire at the base.

EXT. FOREST - NIGHT

Amid the BARE WHITE TREES, ONLY TWO LIGHTSABERS - LUKE'S BLUE AND REN'S YELLOW-RED - ILLUMINATE the FLURRIES OF SNOW as Rey and Kylo Ren BATTLE HARD.

"She's handling herself very well." Obi-Wan remarks.

"She is mainly on the defensive at the moment. She is still unsure of how to combat a lightsaber duelist." Master Plo points out.

She seems to be, impossibly, STRONGER THAN HE IS for half a dozen blows - until he FINDS HIS STRENGTH and FIGHTS BACK - MOVING FORWARD and PUSHING REY BACK, into the forest. Suddenly a COLOSSAL CHUNK OF THE FOREST RIGHT BEHIND REY DROPS AWAY! Rey is suddenly fighting on the EDGE OF A MASSIVE, BRAND NEW CLIFF!

"Come on Rey..." Anakin mutters quietly, Ahsoka silently cheering for her as well.

KYLO REN: You need a teacher! I can show you the ways of the Force!

REY: The Force.

Rey closes her eyes for a long beat.

The Jedi all sense a new rush in the Force come over them as Rey calls upon it, searching inside of herself for what lies beyond.

"Awakened in young Rey, the Force has." Yoda says happily.

When Rey opens them, she is centered, fortified, and she POUNDS BACK, SINGLE HANDED SWIPES, hitting Ren's gnarly, spitting saber with incredible FORCE. It's so fast now, so furious, that Kylo Ren FALLS BACK -

Anakin chuckles in glee at how Rey is pressuring Kylo Ren back. It's similar to how he would face down Dooku or Ventress, keeping the pressure on until they break.

She ATTACKS HARDER! Ren gets up again but she HITS HIS SABER'S HILT - HIS BLADE GOES FLYING OFF, TUMBLING INTO THE SNOW - and she SLASHES AGAIN AND AGAIN AND HITS KYLO REN SQUARE IN THE HEAD AND CHEST. HE GOES DOWN, SUDDENLY A FEARFUL MAN, A LARGE BURN SCAR SLASHED ACROSS HIS FACE!

"Ohh!" Anakin exclaims in surprise. "She just did that!"

"Rey is absolutely amazing in this fight. She just beat a trained dark side apprentice!" Ahsoka says stunned.

"How could she have done that so flawlessly?" Master Ti wonders.

"She's straying to close to the dark side," is all Mace has to say, a small frown on his face.

He still reaches for his saber. And she could kill him - right now, with ONE VICIOUS STRIKE! But she stops. Realizing she stands on a greater edge than even the cliff - the edge of the dark side. The earth SHAKES. The earth splits. A gully forms.

"As awesome as that was, how did Rey beat Kylo Ren?" Ahsoka asks curiously, and in a slight hint of confusion. Before Anakin can answer Obi-Wan beats him to it.

"Well Ahsoka, you have to account for the different factors in this duel. Kylo Ren was already severely weakened by that blast from Chewbacca. It's a shock he didn't tumble over much sooner," he says.

"Assistance from the Force she had, yes." Yoda adds in.

"You also have to remember that Rey grew up as a scavenger, so she had to learn to defend herself. She's had practice with her quarterstaff after all." Anakin adds in, personal experience from surviving in such a cruel place adding to his explanation.

Ahsoka nods in understanding, accepting the facts.