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"The Dark Side of the Force is a pathway to many abilities some consider to be... unnatural." - Chancellor Palpatine/Darth Sidious

Star Wars: Episode III: Revenge of the Sith is a 2005 American space opera directed by George Lucas, and is the third and final chapter of the Star Wars prequel trilogy.

Plot

It has been three years since the events of Attack of the Clones. The Galactic Republic is in the midst of the epic war with the Confederacy of Independent Systems under the leadership of Count Dooku, who is also the Sith Lord, Darth Tyranus. The Confederacy's cyborg military leader, General Grievous of the Separatist Droid Army has infiltrated Coruscant and captured Supreme Chancellor Sheev Palpatine, leader of the Galactic Senate.

As the Separatist Droid Army attempts to escape the Galactic capital, a massive space battle erupts, into which race Jedi Master Obi-Wan Kenobi and his former padawan, now Jedi Knight Anakin Skywalker, leading a mission to rescue the Chancellor. The Jedi fight through the Separatist armada. In the process, Obi-Wan's interceptor is damaged by buzz droids and his astromech, R4-P17, is destroyed. Anakin attempts to shoot the droids off, though succeeds only in blasting apart the wing of his former Master's vessel. Obi-Wan tells Anakin to hold his fire as he's not helping. Anakin agrees it was a bad idea. Obi-Wan tells Anakin to go on and rescue the Chancellor, but Anakin says he won't leave without Obi-Wan. Anakin uses one of his fighter wings to knock some of the buzz droids off Obi-Wan's fighter, but one manages to crawl onto Anakin's ship although it is quickly disabled by R2-D2. As they approach Grievous's flagship, Obi-Wan reminds Anakin their shields are still up and so Anakin breaks formation and attacks a shield generator, knocking out the shields on the docking bay of the ship and the two Jedi crash land.

Anakin and Obi-Wan make their way through the flagship, fighting through an army of droids. Meanwhile, R2-D2 aids them from the hangar bay while simultaneously incinerating a pair of super battle droids, using fuel and his thrusters.

The Jedi reach the top, finding the captive Chancellor Palpatine. They are confronted by Count Dooku himself, and an intense lightsaber duel ensues. The Jedi throw the Count off guard, by converting from basic attacks to more skilled tactics. During the battle, Obi-Wan is rendered unconscious when Dooku uses the Force to hold him in mid-air by the throat before hurling him against a railing.

Anakin continues the battle, and is repeatedly taunted by Dooku. Using his anger, Anakin taps into the dark side of the Force, and gets the better of the duel. He severs both of Dooku's hands, rendering him incapable of defending himself, and then holds him at blade point with both his own lightsaber and Dooku's weapon. Palpatine encourages Anakin to kill Dooku. At first, Anakin hesitates but Palpatine firmly insists: completely unaware of Palpatine's true intentions, Anakin brutally decapitates the helpless Dooku.

An explosion occurs deep in the ship, brought on by the attack of the Jedi Star cruiser, causing the Invisible Hand to begin an uncontrolled descent into Coruscant. Despite Palpatine's persuasions that he should leave the unconscious Obi-Wan, Anakin carries him on his back, and maneuvers through the ship with the Chancellor. Obi-Wan later regains consciousness.

After Grievous has the bridge crew regain control of his flagship by firing the emergency booster engines, he makes certain the two Jedi and their ward are captured. Having fallen foul of a ray shield trap, the three are brought to the bridge under custody, but R2 successfully creates a distraction, allowing the Jedi to retrieve their lightsabers and break free.

Grievous then sends a pair of his powerful IG-100 MagnaGuard droids after the Jedi. Obi-Wan quickly beheads the first MagnaGuard with his blade, but the droid continues the fight, forcing Obi-Wan to slice the droid warrior apart before it deactivates. Anakin finishes off the second MagnaGuard and destroys the battle droids attempting to drag Palpatine from the bridge. The Jedi close in on Grievous, though the wily General smashes a window with his fallen guard's electrostaff, and is swept outside. Using a tow cable, Grievous latches himself to the ship and heads for the escape pods. Launching all other escape capsules, Grievous speeds for the safety of a Trade Federation Lucrehulk-class battleship. Once again, the flagship begins to descend in a free-fall into Coruscant, but Anakin takes the controls and pilots the ship into a hard landing, aided by emergency firespeeders, on one of Coruscant's industrial landing platforms.

On Coruscant, Anakin is praised for his heroics. He meets secretly with Padmé Amidala, and they share a kiss in the shadows of the Senate office building, keeping their love secret. She reveals to him that she is pregnant with their child.

Elsewhere, Grievous, now both the political and military leader of the Separatists, arrives on Utapau, where Trade Federation Viceroy Nute Gunray, Geonosian Archduke Poggle the Lesser, Techno Union head of state and Foreman Wat Tambor and others on the Separatist Council remain in hiding. The General is contacted by Darth Sidious, who gives him instructions to move the Separatist leaders to a volcanic planet, Mustafar. He also explains that the war is almost over. Grievous is uncertain about this, given Count Dooku's death. Sidious assures him that Darth Tyranus's death and loss was necessary, for he would soon have a new apprentice: one far younger and more powerful.

Later, on Coruscant, Anakin awakens in a panic, covered in sweat. He reveals to Padmé that he has been dreaming about her dying in childbirth, and believing that he can't live without her, vows not to let this dream come true.

Chancellor Palpatine requests Anakin's presence, and they meet in the Chancellor's office. The Senate has granted the Chancellor further emergency powers, giving him direct control of the Jedi Council. Palpatine confides in Anakin his fear, distrust, and contempt of the Masters. He appoints Anakin to be his personal representative on the Council.

The High Council begrudgingly accepts Anakin's appointment, but does not grant him the rank of Master. Anakin reacts angrily at this perceived slight. Ignoring his outburst, the Council goes on to discuss matters concerning the war. It is decided that Anakin will be assigned to protect the Chancellor, and Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. Anakin is angry and disappointed.

Obi-Wan later tells Anakin that the Council wants Anakin to report on all the Chancellor's dealings, essentially spying on him. Anakin is confused and upset, feeling torn between two friends and loyalties. Obi-Wan himself is unhappy with the situation.

At the Galaxies Opera House in the Uscru District, Anakin joins Palpatine in watching the Mon Calamari Ballet performing Squid Lake. Palpatine tells Anakin Clone Intelligence has located General Grievous hiding in the Utapau system. Anakin is delighted by this news, as Grievous's capture will accelerate the war's end. Palpatine remarks that he'd question the competence of the Jedi Council if Anakin was not sent on the mission. Inviting Anakin to join him, Palpatine dismisses his aides: once they are gone, Palpatine seduces Anakin to the dark side. He also tells Anakin that the Jedi Order wishes to overthrow the Republic and that if he has suspected it, Anakin must surely have sensed it. Anakin confirms that the Jedi don't trust him, a fact that Palpatine expands to include the Senate, the Republic and democracy as a whole. Anakin tells Palpatine that his trust in the Jedi has been shaken and Palpatine deduces Anakin's distaste for the Council's mission to spy on the Chancellor. Palpatine takes Anakin back to some of the early political lessons Palpatine tried to teach him, about how all those who gain power are afraid to lose it and that includes the Jedi. Anakin tries to defend the Jedi by saying they use their powers for good, but Palpatine argues good is only a point of view, noting that in almost every conceivable manner, including a quest for greater power, the Sith and the Jedi are exactly alike. Anakin disagrees, remarking that the Sith depend on passion for strength, thinking only of themselves, whereas the Jedi are selfless, thinking only of others.

After a brief pause in their conversation, Palpatine makes a remark about the tragedy of Darth Plagueis The Wise. Palpatine describes Darth Plagueis as a Dark Lord of the Sith so powerful and wise that he could use the Force to influence the midi-chlorians to create life. Not only this, but having such power and knowledge of the dark side, Plagueis could use this ability to save people he cared about from death, a statement which gets Anakin's attention (which was Palpatine's desire) and Palpatine describes the dark side of the Force as a pathway to many abilities considered by some to be unnatural. When Anakin asks what happened to Darth Plagueis, Palpatine concludes that Plagueis became so powerful that all he feared was losing his power which he eventually did. Unfortunately for Plagueis, he taught his apprentice, who happened to be Darth Sidious, all he knew: after he had, his apprentice killed him in his sleep. (The Sith apprentice in the story, as implied by the film and explicitly stated in various Star Wars Legends sources, is Palpatine himself.) Palpatine notes the irony of how Plagueis could keep others from dying, but not himself. When Anakin asks if it is possible to learn the power to stop death, Palpatine simply replies, "Not from a Jedi," further alienating Anakin from the Jedi Order.

On Kashyyyk, Yoda, Luminara Unduli, and Gree, along with Tarfful and Chewbacca defend the planet against the Corporate Alliance Tanks, Dwarf Spider droids, Droid Gunships, and legions of battle droids.

Later, in a meeting with the Jedi Council, Anakin relays the information about Grievous, explaining that a partial message was intercepted in a diplomatic packet from the Chairman of Utapau. Yoda says they should act quickly and decisively on this information. When Anakin expresses his interest in going at Palpatine's request, Mace Windu harshly tells him that the Council will decide who goes and not the Chancellor. Yoda believes that a Master with more experience is needed to confront, and defeat, Grievous. Ki-Adi-Mundi agrees and nominates Obi-Wan to go. With the nomination agreed on, the Council adjourns and Obi-Wan prepares to go to Utapau.

Anakin walks Obi-Wan to his star destroyer before he leaves. Anakin still believes he'd be needed on Utapau, and while Obi-Wan agrees, he also notes it might just be a wild Bantha chase. Anakin stops Obi-Wan and tells him that he knows he's disappointed Obi-Wan and that he's not been acting very grateful for the training he received. Anakin tells him he's just been so frustrated with the Council lately, but that he does apologize. Obi-Wan calls Anakin strong and wise and tells Anakin he's very proud of him and while Obi-Wan trained him since Anakin was a boy, he calls Anakin a far greater Jedi than Obi-Wan could hope to be. But Obi-Wan encourages Anakin to be patient and that it won't be long before the Council makes Anakin a Jedi Master. The two bid each other farewell and Obi-Wan leaves for Utapau. Little do they know that this is the last time they will see or speak to each other as fellow Jedi and friends.

Obi-Wan arrives in Pau City on Utapau, and begins his search for General Grievous, riding a varactyl named Boga. He finds Grievous on the Tenth Level. After Obi-Wan dispatches the droids around Grievous, the two engage in single combat. Grievous's arms split in half, allowing him to use four lightsabers at once. Obi-Wan quickly cuts off the lower halves of the General's hands, helping to even out the odds a little. During the battle, the Third Systems Army arrives under the command of CC-2224 (Cody). Obi-Wan manages to catch Grievous off guard and uses the Force to push the fiendish droid general into the ceiling. Grievous drops his remaining two lightsabers and attempts to flee on his wheel bike, while Obi-Wan pursues on Boga. During the chase, Obi-Wan drops his lightsaber, which Commander Cody happens to find during the massive battle against the droids.

On Coruscant, Anakin tells Palpatine that General Grievous has been found on Utapau. Anakin insists he should be on Utapau as well. Their conversation shifts to Palpatine's knowledge of the Force, and Palpatine reveals that he is Darth Sidious. Anakin ignites his lightsaber and threatens to kill Palpatine, but then decides to expose him to the Jedi Council. He is still concerned with saving his wife, and believes only Palpatine's knowledge, learned from the late Darth Plagueis, will ensure this.

Obi-Wan continues to chase General Grievous on Utapau. He catches up with the General, and jumps onto his wheel bike. Using Grievous's electrostaff, he manages to destabilize the speeder, and it goes into a spin. Both Obi-Wan and Grievous are thrown off as the speeder topples over the edge of Grievous's secret landing platform. Grievous then draws his blaster, though it is knocked from his hand by Obi-Wan, now wielding the electrostaff. He knocks Grievous down, and a brawl ensues, during which Kenobi tears open the General's chest plates, revealing his living organs. Enraged, Grievous repeatedly hits Obi-Wan and then picks up the helpless Jedi and throws him over the edge. Obi-Wan barely manages to hang on and momentarily dangles for dear life. As Grievous moves in for the kill, Obi-Wan uses the Force to retrieve the General's blaster and fires at Grievous's exposed organs. He hits, and they burst into flames. With his eyes flaming, Grievous falls to the floor, dead.

Anakin returns to the Jedi Temple and approaches Windu who tells Anakin that they have just been informed that Obi-Wan has destroyed General Grievous and so they are going to go to the Senate to ensure that Chancellor Palpatine gives back his emergency powers. However, Anakin reveals that Palpatine is a Sith Lord and is not likely to give up his powers, a statement which shocks Mace and stops him dead in his tracks. Anakin confirms what he just said and says he believes Palpatine is the one they have been looking for. When Mace asks how Anakin knows this, he tells Mace that Palpatine knows the ways of the Force and has been trained to use the dark side and that he is absolutely sure. Mace says their worst fears have now been realized and that if the Jedi Order is to survive, they must move quickly. Anakin warns Windu that Palpatine is very powerful and they'll need his help to arrest Palpatine, but Windu urges him to stay out of it as he senses much fear in Anakin and it could cloud his judgment. Mace also adds that if what Anakin says is true then Anakin will have gained his trust but for now, he wants Anakin to wait in the Council Chambers until he returns. Masters Windu, Kit Fisto, Agen Kolar, and Saesee Tiin board a gunship and head to Palpatine's office.

Sitting in the Council Chambers, remembering Palpatine's promise of stopping death and the dreams of Padmé dying in childbirth, Anakin ruminates over his decision: in his mind, he hears Palpatine's voice saying that if the Jedi kill him, any chance of saving Padmé will be lost. Finally, he leaves and rushes after the four Jedi.

Mace Windu and the three other Jedi Masters arrive at Chancellor Palpatine's office. Windu declares Palpatine is under arrest, and the Masters ignite their lightsabers. Palpatine pulls a lightsaber from his sleeve, and hurls himself at the Jedi with a screeching war cry. Agen Kolar is first to die, run through the chest. Almost immediately after, Palpatine turns and slices Saesee Tiin's torso, and a few seconds later, with more effort from Sidious, Kit Fisto is slain, killed by a slash across the gut. Only Mace Windu remains, alone against the Dark Lord.

Palpatine and Mace continue the fight, dueling fiercely. At first, Palpatine appears to have the upper hand, but Windu gradually gains ground, slowly driving the Sith Lord out of the Chancellor's antechamber and into the office proper. Anakin arrives at the scene just as Windu disarms Palpatine, both combatants balancing on the edge of the large window shattered during the duel. As Mace holds Palpatine at blade point, the Sith Lord unleashes a torrent of Force lightning. However, Mace deflects it with his blade, casting much of the energy back into Palpatine's body. Palpatine becomes hideously deformed; his face becomes unusually pale and sagged, his teeth become yellow and rotten, his fingernails become long and dirty, and his eyes turn burning yellow with blood-red rims. He then ends his assault, claiming he is too weak to fight on. As Mace is deciding to kill Palpatine, Anakin approaches and claims Palpatine must stand trial: Windu disregards this, stating Palpatine is too dangerous to be left alive. Anakin is finally forced to choose between the Jedi Order or Padmé. As Mace is about to deliver the killing blow, Anakin makes his choice, intervenes and cuts off Mace's sword arm. Palpatine, cackling with glee, blasts the shocked Mace out of the window, sending him plunging to his death hundreds of stories below.

Anakin is horrified by his actions, yet he knows now there is no turning back. He pledges allegiance to Palpatine, in return for the Dark Lord's power to stop death, in the hope of saving his beloved wife. Palpatine takes Anakin as his Sith apprentice, bestowing upon him the Sith name Darth Vader. Palpatine then gives Vader his first assignment: to launch an assault on the Jedi Temple, ensuring the so-called Jedi Rebellion is crushed. Vader leads the 501st Legion to the Temple. He then rampages through the Temple, cutting down every Jedi that crosses his path, including swordsmaster Cin Drallig and even a group of Younglings hiding out in the Council Chamber.

Meanwhile, from his office, Palpatine broadcasts a command to the many clone trooper commanders spread throughout the galaxy: to execute Order 66, an action that is effectively set into motion.

Across the galaxy, clone troopers turn against their Jedi Generals. As this happens, Yoda feels everyone who is dying. On Utapau, Kenobi is flung off a cliff by a blast from an All Terrain Tactical Enforcer, but he and Boga survive the drop and Obi-Wan flees on Grievous's hidden starfighter; on Mygeeto, Jedi Master Ki-Adi-Mundi is gunned down by CC-1138 and the Galactic Marines; on the lush, tropical planet of Felucia, Jedi Knight Aayla Secura is murdered by CC-5052 and his 327th Star Corps; on Cato Neimoidia, Plo Koon's Jedi starfighter is shot down by Aggressive ReConnaissance-170 starfighters, sending it smashing into a clone staging area; and on Saleucami, Stass Allie's 74-Z speeder bike is destroyed by CC-8826 and his wingman, riding BARC speeders. On Kashyyyk, Yoda is overlooking the ongoing battle as Commander Gree receives the order. He and his lieutenant attempt to sneak up to Yoda, but the aged Master senses their intent and beheads both clones with a slash of his lightsaber. Tarfful and Chewbacca help Yoda escape the planet.

Senator Bail Organa arrives at the flaming Temple to witness the slaughter of a young Padawan named Zett Jukassa by a squad of troopers led by Commander Appo. Organa, horrified, flees the scene and departs Coruscant in the Tantive III, in an attempt to make contact with any surviving Jedi.

Both Obi-Wan and Yoda survive Order 66, and are picked up by Senator Organa, having evaded pursuit. The Jedi decide to return to Coruscant to recalibrate the Jedi beacon calling for all Jedi to return to Coruscant, knowing that it's really a trap set by Palpatine. Instead, Kenobi hopes to warn any surviving Jedi to stay away from the Temple. Following the attack on the Jedi Temple, Vader returns to Padmé at the Senate Apartment Complex, from where the smoke rising from the wrecked Temple can be seen. He tells her the Jedi have tried to take over the Republic, and there are traitors in the Senate. He asks for her loyalty to the Chancellor, then tells her that he will go to the Mustafar system, where the remaining Separatists have gathered, to end the war.

On Mustafar, Vader is greeted by Viceroy Gunray, but quickly traps the Separatist Council in the bunker. He slaughters Poggle the Lesser, Rune Haako, Po Nudo and Wat Tambor among others. He leaves Gunray until last, slicing the Neimoidian across the chest even as he pleads for his life. It is at this point that the first physical manifestation of the dark side in Vader begins to show itself, as his irises turn a pallid yellow, the rest of his eye taking on a bright crimson hue.

The Senate holds a special session where Palpatine tells them of the "plot of the Jedi to overthrow the Senate," but that it was foiled. Amidst thunderous applause, he informs the Senate that the surviving Jedi will be hunted down and defeated. He then states that "in order to insure the security and continued stability the Republic will be reorganized into the first Galactic Empire", which Palpatine describes as creating a safe and secure society. As the majority of the Senate screams their approval, Padmé Amidala and Bail Organa, who are shocked at the result, simply look around and Padmé can only remark "So this is how liberty dies, with thunderous applause."

In the meantime, Obi-Wan and Yoda go to the Jedi Temple, slaying clone troopers and walking in disbelief through the carnage. Yoda notices that several of their fellow Jedi were cut down by a foe wielding a lightsaber. They recalibrate the Temple's signal to warn all surviving Jedi to keep away from the Temple, but then Obi-Wan, wanting to know the truth, checks the security hologram recordings. To his horror, one recording shows Vader slaughtering a class of Jedi younglings and then kneeling before Palpatine. Yoda says they must destroy the Sith, but Obi-Wan is reluctant to kill Vader and wants to go after Palpatine instead. Yoda, however, states that Obi-Wan is not strong enough to face Sidious and that Anakin is gone, "consumed" by Vader. Yoda sets out to confront Sidious, telling Obi-Wan to "use his feelings" to find Vader.

Following Yoda's advice, Obi-Wan visits Padmé and tells her that Anakin has turned to the dark side and killed the younglings in the Jedi Temple. Despite her anguish, Padmé refuses to reveal where her husband has gone. Obi-Wan deduces that Padmé is carrying Anakin's child and apologizes to her before leaving. On Mustafar, Vader surveys the violent landscape around him and smiles wickedly.

Later, Padmé leaves Coruscant in her star skiff, departing for Mustafar to find her husband, and the truth. Unknown to her, Obi-Wan secretly stows away aboard the ship just before it takes off. The star skiff lands on Mustafar, and Padmé is greeted by a smiling Vader. Padmé reveals her conversation with Obi-Wan; he tells her it is only lies, but does not deny the accusations. Padmé begs him to run away with her to raise their child in peace. Vader, mad with power, claims that they no longer have to run away and he can overthrow Palpatine so that the two of them can rule the galaxy together. Padmé, realizing how much her husband has changed, backs away in horror and tearfully begs him to stop, insisting she still loves him.

As she pleads, Obi-Wan steps out onto the star skiff's boarding ramp. Upon seeing him, Vader becomes enraged and accuses Padmé of lying about her love for him and betraying him to Obi-Wan. Without even allowing her a chance to explain herself, he begins Force-choking her. Obi-Wan intervenes and orders Vader to release Padmé, but Vader still knocks her unconscious. Turning his anger on Obi-Wan, Vader accuses him of turning his wife against him, but Obi-Wan retorts that Vader has done that himself and let himself be twisted by Sidious into the Sith he was meant to destroy. Vader refuses to listen and rants that he has brought order to his "new empire". Obi-Wan, unable to believe what he is hearing, prepares to fight. Vader fumes that those who are against him are his enemies and engages Obi-Wan in a ferocious duel of Student vs. Master.

In the Chancellor's holding office within the Senate Building, Yoda confronts Darth Sidious. They engage in an intense battle using their lightsabers and Force abilities. The duel brings them to the Grand Convocation Chamber, the heart of the Senate. Sidious hurls Senate pods at Yoda, and the effort to avoid them exhausts the Jedi Master. Sidious then blasts Yoda with Force Lightning, but with the last of his strength the Jedi master repels it enough to send both himself and Sidious over the pod's edge. Palpatine is able to hold on to a senate pod, while Yoda falls to the senate floor leaving his cloak behind. With Bail Organa's help, Yoda flees the Senate Building, intending to go into exile.

On Mustafar, the duel between Obi-Wan and Vader continues, with Obi-Wan on the defensive. A missed slash from Vader's lightsaber damages a computer console, deactivating the facility's shields. As lava falls all around them, they ride a collection arm severed from the main structure down the molten river below, which falls over a waterfall of lava. Abandoning the arm, Obi-Wan leaps onto a hovering mining platform below, with Vader pursuing him back up the lava river atop a collection droid. Obi-Wan appeals to his old friend one last time, but Vader still refuses to see reason, forcing Obi-Wan to accept that his student, friend, and brother is corrupted beyond redemption.

After fending off another attack from Vader, Obi-Wan disengages as the platform nears the shore of the lava river, leaping up onto the black sand bank. Obi-Wan warns Vader that he now holds an unassailable position, but Vader, enraged and bloodthirsty, yells "You underestimate my power!" and foolishly leaps up to meet his old Master. With a swift sweep of his blade, Obi-Wan whacks off Vader's left arm and legs. Vader tumbles down the embankment and rolls to a stop at the edge of the river of lava, dropping his lightsaber in the process.

As Obi-Wan watches, Vader, helpless and now fully consumed by the dark side, tries in vain to pull his crippled, smoking body up the embankment with his one remaining mechanical arm. Obi-Wan is overcome with disgust and sadness at the pitiful fate of "The Chosen One", and is reduced nearly to tears. He angrily shouts that Vader has failed in his life and destiny, and has hurt all those who loved him, including Obi-Wan himself. All Vader can do is scream in pain and powerless rage, cursing his former friend and Master. The lava below Vader then catches his leg, setting him on fire and horribly burning and disfiguring him, with Obi-Wan unable to help him or kill him. After briefly staring at the charred, mutilated figure that was once Anakin Skywalker, Obi-Wan turns and walks away, taking Anakin's lightsaber with him. He returns to the star skiff and leaves the planet with the badly injured Padmé and her droids. Darth Sidious arrives at Mustafar with a group of shock troopers led by Commander Thire. They rescue Darth Vader from the edge of death using a stasis-pod and Sith medicines held in Sidious's shuttle.

On the isolated asteroid Polis Massa, Yoda meditates and hears the spirit voice of Qui-Gon Jinn. The voice tells him that there is a way to merge with the Force and retain consciousness after death. In order to learn this power, Yoda declares himself an apprentice to the spirit of Qui-Gon Jinn.

Obi-Wan arrives at Polis Massa with Padmé, who is given emergency medical treatment by the facility's droids. She is dying, having lost the will to live. The medical droids work to save her babies—she has twins, much to the surprise of Bail Organa, Obi-Wan, and Yoda. A boy and a girl are born. In her last few dying breaths, Padmé gives them the names "Luke" and "Leia."

As his children are born, Vader is being rebuilt at the Grand Republic Medical Facility on Coruscant. Vader is given new legs, a new arm, mechanized lungs, and other "replacement parts". He is dressed in black armor, a face mask is sealed tightly, and his helmet is fitted. Darth Vader begins to breathe through his mask. Most, if not the entire surgery is carried out in true dark-side form, with Vader wide-awake and apparently unanesthesized, leaving him moaning, screaming, and writhing in excruciating agony.

With Padmé's final breath, she maintains that there is still good in Anakin. She dies still believing in the man she loved, before his violent acts against the Jedi Order and the Separatist Council.

Vader is raised to a standing position, his surgery complete. Vader begins to speak through his vocabulator to Darth Sidious, asking about Padmé. The Emperor, seeking to cut Vader's last tie to his old life and permanently cement the Dark Side in his heart, lies to Vader, telling him that he killed his wife. His last shred of hope and love now gone and his mind broken by the realization he himself killed the person he wanted to save, Vader rips himself free of the operating table and unleashes a powerful scream of rage, shame, and grief through the Force, shattering the droids and equipment. Vader shouts in anger and despair, while Sidious looks on with an evil grin.

On board the Tantive III, docked at Naboo, Obi-Wan, Yoda, and Bail Organa sit at a conference table. They agree to keep Padmé appearing pregnant, thus faking the children's deaths. For their own safety, Luke and Leia will be split up in hopes that the Sith would not sense their presence. Leia will be adopted by Bail Organa and Luke would be sent to his father's step family on Tatooine. Obi-Wan and Yoda will watch and wait until the time is ready for the Skywalker children to do their part. Yoda tells Obi-Wan to study the technique Qui-Gon learned to achieve immortality.

Bail Organa leaves R2-D2 and C-3PO in the care of Captain Raymus Antilles of the Tantive III. He orders a memory wipe of the talkative protocol droid.

On Naboo, Padmé's funeral takes place in a solemn ceremony in Theed. Her hands clasp the japor snippet given to her by Anakin following his departure from Tatooine some thirteen years ago. To protect her children, her body appears to still be pregnant. On the bridge of a gray-hulled Venator-class Star Destroyer, Vader, the Emperor, and Governor Wilhuff Tarkin oversee the construction of a moon-sized battle station.

On Alderaan, the infant Leia is brought by Bail Organa to his wife, Queen Breha. On Tatooine, Obi-Wan brings Luke Skywalker to his new family: his uncle, Owen, and his aunt, Beru. Obi-Wan leaves on an eopie, heading to his exile in the Jundland Wastes. Owen and Beru, holding the infant Luke, look out to the horizon and watch the setting of Tatooine's twin suns.

Why it Rocks

  1. The opening scene just goes above and beyond, from the space battle over Coruscant to the droid attacks to the lightsaber duels.
  2. General Grievous and Darth Sidious are awesome villains.
  3. Most of the actors give fantastic performances.
  4. Awesome special effects.
  5. Amazing soundtrack composed by John Williams, especially "Battle of the Heroes".
  6. Links with the original trilogy really well.
  7. It was one of the prequels of Star Wars that didn't fail miserably, by far one of the best ones. It Was also the only prequel film to get a rating on top 100 best science fiction movies of all time.
  8. Kickass battle between Obi-Wan and Anakin on Mustafar.
  9. Hayden Christensen's performance as Anakin Skywalker is an improvement from Attack of the Clones, especially after he becomes Darth Vader.
  10. It features Darth Vader's famous line "Noooooooooooo!", which became a staple in pop culture.
  11. A bootlegged version of the film titled Star War: The Third Gathers: Backstroke of the West became an internet meme due to its hilariously mangled subtitles, the most famous line being "Do not want!", which itself is a mistranslation of Darth Vader's famous "Noooooooooooo!".
  12. The lines, "Do it" and "I have the high ground" became popular internet memes.

Bad Qualities

  1. Anakin's scenes before he turns to the Dark Side are rather mediocre, though they're not nearly as cringeworthy as most of his scenes in Attack of the Clones.
  2. The boring political scenes are still there, though they're not as focused on as they were in the last two prequels.
  3. The romantic talk between Anakin and Padme feels forced.
  4. Some of the deaths are pretty lame, especially that of General Grievous and Mace Windu.
  5. There are a few plot holes in the movie.

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