The Clone Wars have come to the heart of the Republic. The Separatists, led by Count Dooku and the part-organic, part-droid General Grievous, have attacked the capital planet and kidnapped Supreme Chancellor Palpatine. Obi-Wan Kenobi, now a Jedi Master, and his former apprentice Anakin Skywalker launch a rescue mission, flying their starfighters into the landing bay of Grievous’s command ship. With the help of Anakin’s resourceful astromech droid R2-D2, the two Jedi find the Chancellor, but before they can escape they are confronted by Dooku – also known as the Sith Lord Darth Tyranus. Dooku manages to knock Obi-Wan unconscious before the younger, more powerful Knight disarms him. Palpatine urges Anakin to kill Dooku, to the Sith Lord’s apparent surprise. He hesitates for a moment, torn between Dooku’s apparent defenselessness and his own desire to make Dooku pay for his actions in starting the war. In the end, vengeance wins, and Dooku dies.
The rescuers’ efforts to leave the ship are temporarily frustrated by Grievous’s troops, and in the ensuing fight the general escapes even as his command ship falls apart under a heavy barrage of Republic fire. After a crash landing, Obi-Wan leaves to report to the Jedi Council while Anakin receives a hero’s welcome from senators including Alderaan’s Bail Organa. He receives another kind of welcome altogether from his secret wife, Senator Padme Amidala. She is pregnant, a pregnancy she has been hiding since Anakin left for the sieges on the Outer Rim months ago. The shocked Anakin declares this the happiest moment of his life, although he soon has reason to reconsider. In his dreams, Padme dies in childbirth. A shaken Anakin asks Yoda for counsel; the Jedi Master urges Anakin not to fear death, to let go of the things he is afraid to lose. It is the one piece of advice the young Jedi can not take.
With Grievous’s escape, the war continues. The Senate prepares to transfer more emergency power to the chancellor, who has stayed past the end of his term of office to deal with the crisis. The Jedi, including Obi-Wan, distrust the politician; Palpatine, in turn, fears the Jedi may be acting to subvert the Republic. He appoints Anakin as his special representative to the Council – an appointment the Council reluctantly accepts, although Anakin’s seat on the Council will not come with the title of Jedi Master. This wound to his pride is only inflamed when Obi-Wan tells him, out of session, that the Council wants him to report on Palpatine’s activities. Palpatine senses the pull between Anakin’s loyalties, and offers criticism of the Council’s shortsightedness in not trusting him. Perhaps the Jedi and the Sith are not so unlike after all, he muses – both seeking to maintain their power. But at least the Sith are willing to fully explore the potential of the Force – including the ability to stop people from dying.
Grievous has retreated to the Utapau system, where the Sith Lord Darth Sidious commands him to send the Separatist leaders to the lava world of Mustafar for their safety. The clone armies intercept Grievous’s location, and Palpatine shares the intelligence with Anakin, offering his hope that the Council will send him to defeat the general. Instead, the Council decides that a Master’s experience is necessary. With Yoda already on Kashykkk aiding the Wookiees, the assignment falls to Obi-Wan. He and Anakin wish each other a fond farewell, with Obi-Wan assuring Anakin that the Council will soon see what he does: that Anakin has become a greater Knight even than Obi-Wan, and deserves the rank of Master. Obi-Wan and clone troops led by Commander Cody engage Grievous’s forces on Utapau; when Cody reports this to Mace Windu, the Jedi sends Anakin to tell Palpatine, hoping to learn something of the chancellor’s intentions through his reaction.
The plan works, but not in the way anyone foresaw. Palpatine urges Anakin to learn about the Dark Side of the Force from him – to gain the only knowledge that can save Padme. Anakin realizes the truth – Palpatine is the Lord of the Sith the Jedi have sought. He rushes to tell Mace, who assembles a group of Jedi to arrest the chancellor and tells Anakin – whose conflict and confusion are palpable – to remain in the Council chambers. As Palpatine awaits the Jedi’s arrival, he telepathically reminds Anakin that if the Jedi kill him, all hope of saving Padme dies with him. Finally, Anakin can wait no longer. He takes a speeder and rushes to the Chancellor’s office. By the time he arrives, Palpatine has managed to kill each of the Jedi except Mace, who kicks Palpatine’s saber out of a window. Palpatine begs for Anakin’s help; when he hesitates, Palpatine attacks Mace with Force lightning. As Mace blocks it, the feedback seems to wither the Sith Lord, whose face shrivels into a pale, worn shadow of itself. Despite Sidious’s protests of weakness, Mace believes he is too dangerous to be kept alive – but Anakin can not face that loss. As Mace prepares to deliver the killing blow, Anakin slices off his hand, giving Sidious – powerful as ever – the opportunity to destroy the Jedi Master. A horrified Anakin declares that he will do anything to save Padme – even pledge himself to the Dark Lord. Sidious christens his new apprentice Darth Vader, and declares that the time has come to wipe out all of the Jedi – even Obi-Wan.
On Utapau, Obi-Wan succeeds in killing Grievous. He meets briefly with Cody and sets off to lead the troops to higher ground. But at that moment, the clone commander receives a transmission from Lord Sidious, implementing Order 66. Cody orders his men to shoot down Obi-Wan, who plunges to the water below. Across the galaxy, clone troopers turn on their Jedi generals. In the Jedi Temple, Vader leads the clone troopers in their assault, destroying even the Jedi younglings. Senator Organa discovers the catastrophe, and desperately brings his cruiser into space to try and warn off and rescue as many Jedi as he can. But other than Obi-Wan, only Yoda has escaped, thanks to the assistance of the Wookiee general Tarfful and Chewbacca. The pair of Jedi return to the Temple and discover the horrifying truth – the Chosen One of prophecy has joined the Sith.
In the Senate chamber, Organa joins Padme just in time to see Palpatine declare the Jedi enemies to be destroyed, and reorganize the Republic into the Galactic Empire – all to thunderous applause. Later, in her apartment, Obi-Wan reveals Anakin’s treachery and asks if she knows where he is. The disbelieving senator lies and says no, even though Anakin revealed to her that Palpatine was sending him to Mustafar to end the war. Lord Vader does so, by destroying all of the Separatist leaders and deactivating their droid armies. Padme flies to Mustafar, accompanied only by C-3PO, to confront her husband, and discovers to her horror that Obi-Wan was right. Vader eagerly describes how he will save her life with his newfound power, and eventually overthrow the Emperor so that he and Padme can rule the galaxy and set things right. Horrified, Padme begs him to come with her, to run away and hide while they still can, but Vader refuses to listen – especially when Obi-Wan appears, having stowed away in Padme’s ship. The enraged Vader uses the Force to choke his wife to unconsciousness before he and his former master draw their lightsabers. “I will do what I must,” says Obi-Wan. “You’ll try,” Vader replies . . . and the duel begins.
On Coruscant, Yoda brushes aside two of the Emperor’s royal guards to confront Sidious in his office. Sidious gains the upper hand, but Yoda will not give up so easily. Soon, their sabers clash and they quickly make their way into the Senate chambers, leaping from pod to pod in search of any advantage. Sidious sends Yoda falling to the bottom of the chamber, and the Jedi Master barely escapes from a mass of clone troopers with Bail Organa’s help. Having failed to destroy the Emperor, Yoda readies himself for a life in exile. Sidious orders his troops to search for Yoda, but his attention turns elsewhere. He orders a shuttle readied, for his senses tell him that Lord Vader is in danger.
On Mustafar, the Dark Lord’s concern seems misplaced. Vader is stronger than Obi-Wan, and attacks relentlessly. Obi-Wan manages to parry the blows, but can not gain the upper hand. The battle rages out of the command center, and soon the two combatants are floating down a river of lava, using any available platform or footing to stay out of the burning flow. As Vader presses the attack, Obi-Wan manages to leap from his platform onto higher ground. He warns Vader not to try to follow him; Vader warns Obi-Wan not to underestimate his power. The Jedi’s warning turns out to be more prescient; as Vader leaps to the river bank, Obi-Wan slices off both legs and Vader’s undamaged hand. Vader screams his hatred, while the heartbroken Jedi picks up Vader’s lightsaber and walks away – unable to look as Vader’s body catches fire and is consumed by flames.
Obi-Wan brings the still unconscious Padme to the medical facility at Polis Massa. Medical droids discover that while her body is physically fine, her spirit is fading – she has apparently lost the will to live. Obi-Wan stands by Padme as her twin children are born. She names then Luke and Leia; then with her final breath turns to Obi-Wan and insists that somewhere, there is still good in the heart of the man who was once Anakin Skywalker.
On Mustafar, Sidious finds Vader, barely alive, and brings him to Coruscant, where droids attach new mechanical limbs and place his body in a life support suit. As a skull-like mask is placed on Vader’s head, the sounds of mechanical breathing echo through the room. His first words ask of Padme’s fate; his master tells him that she is dead, at his hand. The Sith Lord’s grief and rage wreaks havoc on the chamber. Eventually he emerges to the bridge of an Imperial cruiser to stand beside Sidious and observe the initial stages of construction of an immense battle station.
As Padme is laid to rest on Naboo, Bail Organa and the two remaining Jedi plan their next move. Organa places C-3PO and R2-D2 in the care of Alderaan’s Captain Antilles, and orders that the protocol droid’s memory be wiped. He and his wife will adopt Leia. Obi-Wan will bring Luke to Tatooine, to live with his Uncle Owen and Aunt Beru while Obi-Wan watches over him. Yoda will head into exile until the time is right. Until that time, Yoda has made a discovery – the Jedi Master Qui-Gon Jinn, killed over a decade ago, has found a way to retain his identity even as he became one with the Force after his death. He will share that knowledge with Yoda, who will share it with Obi-Wan. And together, they will wait for the time when a new hope emerges for freedom and justice in the galaxy.
written by George Lucas
directed by George Lucas
music by John WilliamsCast: Ewan McGregor (Obi-Wan Kenobi), Natalie Portman (Padme Amidala), Hayden Christensen (Anakin Skywalker/Darth Vader), Ian McDiarmid (Emperor Palpatine/Darth Sidious), Jimmy Smits (Bail Organa), Samuel L. Jackson (Mace Windu), Christopher Lee (Count Dooku/Darth Tyranus), Frank Oz (voice of Yoda), Ahmed Best (Jar Jar Binks), Anthony Daniels (C-3PO), Kenny Baker (R2-D2), Peter Mayhew (Chewbacca), Matthew Wood (voice of General Grievous), James Earl Jones (voice of Darth Vader)
LogBook entry by Dave Thomer