Episode III begins - set three years after Attack of the Clones. The Republic
is at war against Count Dooku's Confederacy of Independent Systems.
Due to the sheer strength and number of the Clonetroopers, The Republic
continues to gain ground against the Confederacy.
Chancellor Palpatine has been captured by the Separatists at the beginning of
The film opens with an epic space battle near Coruscant. The battle is massive
and involves Trade Federation Droid Control Ships, TIE-prototypes (which look
like a cross between the classic TIE-fighters, the TIE-Interceptor and the Sith
Infiltrator), the new Jedi Starfighters, Droid Fighters, Clone Fighters and
Republic Assault Ships.
A young Captain Tarkin commands one of the Republic Assault Ships during the
opening space battle. At the same time, Yoda, Bail Organa and Mace Windu
command another Republic Ship that engages many other Federation ships in
Aboard the most heavily guarded Separatist battleship, Dooku and Grevious
command on the bridge.
During the space battle, the Separatists release little attack droids. Several
of these droids attach themselves to Obi-Wan Kenobi's Starfighter and begin
tearing into panels and wiring. Despite Kenobi's insistance that he can handle
this situation himself, Anakin Skywalker (his former Padawan, now a Jedi
Knight) comes flying over shooting the little droids off. He also uses his
ship's wings and body to help scrape the parasitic droids off Kenobi's craft.
Following this, Obi-Wan Kenobi, Anakin Skywalker, Shaak Ti, Kit Fisto, two
other Jedi and R2-D2 board the Separatist command ship. After landing their
Starfighters in the hangar, the Jedi work their way through many dark corridors
where they are finally attacked by battle droids. One Jedi falls in this
battle. They are then ambushed by a new enemy named General Grevious and his
Droid Body Guards.
Clad in white and silver armor, the cyborg general controls the actions of the
Separatist Droid Army. Grevious' eyes are visible through his mask and his
brain is visible through a plasteel device on his alien head - the rest of his
body is mechanical. He has been taken on by Darth Sidious and Count Dooku as a
Jedi hunter, and is extremely skilled at doing so. He collects the lightsabers
of the Jedi Knights he has killed.
In the confrontation between the Jedi against Grievous and his Droid Body
Guards, which have individualized shield technology that is designed to block
lightsaber attacks, Shaak Ti is killed by the cyborg. As Kenobi, Fisto and
Skywalker escape up a steep ramp during a distraction created by R2-D2,
Grevious collects the dead Shaak Ti's lightsaber.
As the Jedi make their way up the steep ramp, Kit Fisto falls through a trap
door. Unable to aid their comrade, Kenobi and Skywalker escape along a long and
slender pole and then into a ventilation shaft that leads them to an elevator.
The Jedi partners then stumble across Count Dooku and the captured Chancellor
A lightsaber battle begins, which Grevious eventually joins. As Anakin begins
to confront Dooku, Kenobi calls Anakin to take the Count alive. However, during
the commotion, the Jedi friends are separated, which sees Obi-Wan fighting
Grevious on his own. Anakin fights Count Dooku, observed by Palpatine, who is
shackled to a chair.
As Grevious and Kenobi battle, the battleship they are on is suffering heavy
bombardment from the space war outside. The ship literally begins to fall apart
as the duels within continue. Grevious injures Kenobi in a move that knocks the
Jedi Master unconcious, and escapes the dying ship. On the command bridge, the
Neimodian pilot officers panic as the ship begins to break up slowly and lose
Meanwhile, a grisly and dark lightsaber duel between Skywalker and Dooku
occurs, and it is clear from the beginning that it will be a fight to the
death. Palpatine talks a lot during the duel, as does Dooku. Skywalker takes
out Dooku, by first severing one of his limbs and then finally decapitating him
using two lightsabers. Palpatine laughs at the death of Dooku. The young Jedi
then frees Palpatine and hides him in an escape pod (the pod isn't launched)
together with R2-D2 for his own safety.
The burning ship has now lost control and is plummeting straight for Coruscant.
Anakin rushes to the bridge, recovering the unconcious Obi-Wan Kenobi along the
way, where he guides the ship in an emergency landing to the surface. The
landing is a rough one, and Coruscant Fireships approach the wreck to put out
The end of the battle sees the Chancellor now safe and the Separatists without
a leader. Kenobi and Skywalker are seen as war heroes. Palpatine is then taken
by Mas Amedda and the Royal Guards to the Senate in a huge ship. The Chancellor
and company are greeted by senators and Jedi.
It is clear at this point of the film that security had been previously raised
on Coruscant during the Clone Wars, as the senators are escorted by
Clonetroopers. The planet has the feeling of a police state.
Among the senators that greet Palpatine is Padme. She is pregnant, but hides it
behind her large wide dress - no-one must learn of her marriage to Anakin, as
it is against the Jedi Code.
Palpatine addresses the senate and announces that Separatists are on the
retreat. He announces the Republic forces will destroy them under the guidance
and leadership of the Jedi Generals.
Several Senators meet with Bail Organa, Padme and Obi-Wan to discuss the
seriousness of events at a Palace. The issue of Palpatine's "special ruling
powers" is brought up. Some view it as a concern.
Following the rescue of the Chancellor and his address to the Senate, Anakin
and Padme share some quiet time together in her senatorial apartment on
Coruscant. Padme removes Anakin's shirt, which displays his scars of war across
his body and his face.
The Jedi Generals and the Clonetroopers are ordered to spread out across the
galaxy to a variety of planets to capture and/or destroy the rest of the
Separatists. Yoda goes to Kashyyyk, the homeworld of the Wookies - a
technologically advanced civilization that live among the trees of the forest
planet. Yoda, along with his Clonetroopers, Chewbacca and many other Wookies
fight and destroy a group of Battle Droids that are on the planet at the time.
Jedi Generals Ki-Adi Mundi and Plo Koon lead a group of Clonetroopers to the
planet Utapau, where the Separatists have located their battle droid
reinforcement camps - a location that will allow the quick deployment of droids
to battles against the Republic. Mundi and Koon report their discoveries to the
Jedi Council via hologram. Following this, they lead their Clonetroopers into
Obi-Wan, at the request of the Jedi Council and the Chancellor, is sent with
some Clonetroopers to track down Grevious. At the same time, Darth Sidious
orders Grevious to continue his Jedi hunting and to start with Obi-Wan Kenobi.
Disheartened, disappointed and angry by not recieving orders or a mission from
the Council (especially after his pivotal role in the space battle in having
rescued Palpatine), Anakin is invited by Chancellor Palpatine to take on the
role of being his bodyguard. Skywalker accepts the role and states, "It will be
an honor to serve you".
Senator Bail Organa holds a meeting with the Loyalist Committee in Padme's
apartment. They discuss further Palpatine's promise to give up his emergency
powers at the end of the war. It is concluded they want him to now fulfil this
promise. Not long after the meeting, Padme leaves Coruscant to head back to
The Separatists are now failing further after having being chased by the Jedi
and the Clonetroopers on the many different planets they have been sent to. The
remaining key members retreat to Mustafar, a lava planet.
The Republic Force, which will eventually become the Imperial Navy, has been
established by this point, and humanoids from all over the galaxy are
recruited. The Navy acts as a supplement to the Imperial Military composed of
In several scenes while Anakin is by Palpatine's side, the Chancellor implies
many things to the Jedi that will build up to Skywalker's eventual decision to
stand by Palpatine for good - one such implication is Palpatine suggestively
referring to ways of cheating death.
Palpatine attends festivities at a threater where there is a bombing. Several
senators are killed in the attack. Anakin protects the Chancellor and takes him
back to his office chambers - where Mace Windu is waiting for them.
Mace Windu suspects that Palpatine is a Sith Lord. He confronts Palpatine about
the issue in his office. Palpatine reveals himself as Darth Sidious, and what
ensues is a large battle that begins in the Chancellor's office and moves onto
At one point during the confrontation, Windu deflects Palpatine's force
lightning with his lightsaber. Skywalker observes as witness and as the
Chancellor's bodyguard to the battle for a moment as Palpatine calls that "The
Jedi are corrupt" and that "they had kept you from reaching your full
potential" to him. He must decide where his loyalties lie - to the Jedi Order,
or to the Chancellor who he is to protect.
Anakin steps into the fight and initially appears as though he will help Windu.
In actual fact, Skywalker has made a different decision, and steps into the
battle where he literally stabs Windu in the back. Following this, he cuts
further at Windu, severing his arm and finally delivering the final cut. Anakin
kills Mace Windu with ease - there is almost no duel between them - Anakin is
too quick for him.
Palpatine explains to Anakin that the Jedi are now not to be trusted. The
leader of the Separatists was a Jedi and Palpatine has now been betrayed and
attacked by a leading member of the Jedi Council. Therefore, they have turned
on the Republic and must be destroyed. He explains his intentions to Anakin,
and that it is now time for a new order - an Empire. He also reveals his Sith
identity to Anakin and explains that only by embracing the dark side can he
reach his full capability and potential.
Palpatine also tempts Anakin by mentioning that he knows of ways to cheat
death, and indicates that Qui-Gon Jinn was the first Jedi to take advantage of
this death-cheating ability. He makes comparisons between Jinn and Skywalker
also. Skywalker makes his commitment to his "new master". Palpatine then orders
the Clonetroopers to take action on their Jedi Generals, while Anakin is
ordered to take care of what's left of the Jedi on Coruscant.
Kenobi and his Clonetroopers have tracked Grevious to a new (currently unnamed)
planet. The group are attacked by Grevious' droids on a high rising cliff. The
droids are destroyed by the Clonetroopers. A short lightsaber battle happens
between Kenobi and Grevious. However, Grevious attempts to escape on a
mechancial vehicle, while Kenobi chases him by riding on a large lizard-like
creature, which is able to scale walls and even walk upside down. The chase is
fruitless - Grevious escapes.
In the next Senate hearing, the Loyalist committee make their demands for
Palpatine drop his emergency powers. Palpatine refuses and then convinces most
of the Senate (with the exception of the Loyalists), and indeed almost the
entire Republic, that the Jedi are useless and have turned on the Republic they
once served. The Jedi have already begun to come under fire and harsh criticism
from The Republic for which they stand for, and the leader of the Separatists
was a former Jedi - the "attack" on Palpatine that was "thwarted by his loyal
bodyguard Anakin" is the final straw. Palpatine calls for a New Order, and at
the support of the Senate, he declares himself Emperor. The Empire is born.
The Loyalists stenuously disagree with Palpatine's moves. This group, which
includes Mon Mothma, Bail Organa, Garm Bel Iblis and Ackbar among others, form
the Alliance to Restore the Republic. The Rebel Alliance is born.
Aware of Palpatine's orders, Bail Organa makes plans to warn the Jedi of the
danger they are in. As he boards a speeder to take off to send word to the
Jedi, he is fired upon by Stormtroopers. After ducking behind the red speeder
to avoid the blasts, he escapes to the skies of Coruscant.
At this point the Loyalist Alliance are aware that if they are to disagree with
Palpatine, their lives could be at risk - as highlighted by the attempt on
Organa's life. They leave Coruscant for their own safety.
The Clonetroopers turn on their Jedi Generals as per Palpatine's orders. The
Clonetroopers, as promised by the Kaminoans in Episode II, are totally
obedient, especially with them made with genetic data that enables the Emperor
to take complete control of them when needed.
Yoda, on Kashyyyk when the Clonetroopers turn, uses the familiar phrase, "away
put your weapons, I mean you no harm!" to the troops in an effort to confuse
them - while Chewbacca sneaks up from behind are knocks some of them
unconscious. With Chewbacca and the Wookies by his side, Yoda makes quick work
of hundreds of Clonetroopers. Many Wookies die during this confrontation.
Following the confrontation with the Clonetroopers, Yoda discovers part of what
appears to be a Sith book, or artifact (Sith Holocron?), while on Kashyyyk. He
states that he must "go and meditate on what is to come".
Ki-Adi Mundi and Plo Koon are killed by their Clonetroopers on Utapau.
Meanwhile, on the planet where Kenobi is located, the Clonetroopers receive
their orders to turn on the Jedi. One particular trooper has developed a
friendship with Kenobi, after having fought in many Clone Wars battles
together. The Clonetrooper picks up Obi-Wan's lightsaber, which had been
dropped on the ground. With helmet off, the trooper's face becomes
expressionless and he raises his blaster at Kenobi. Obi-Wan then must take the
life of the Clonetrooper to save his own, a symbolic scene that ends the
relationship the two had developed over the course of the war.
Kenobi then flees to the planet's local inhabitants, a bird-like race. The
leader of this peaceful race (played by Bruce Spence) welcomes Kenobi and
promises to help. The Leader makes arrangements to help Obi-Wan safely and
secretly make his way (via the Millenium Falcon?) to Coruscant.
Anakin sends orders to the remaining Jedi across the galaxy that they are to
return immediately to the Jedi Temple.
Anakin, along with a squad of Clonetroopers, infiltrates the Jedi Temple and
destroys all of the Jedi who have returned and the Jedi remaining within -
Masters, Knights, Padawans and even Younglings.
Palpatine informs Skywalker that the Separatists have retreated to Mustafar and
that he is to go there and finish them off.
Yoda and Kenobi return to Coruscant after Anakin departs for Mustafar, where
they discover some surveilance hologram of Anakin slaughtering the Jedi in the
temple. Both agree that he must be stopped. They also discover that Skywalker
ordered the Jedi Knights to return. Yoda and Kenobi send another message to
tell the remaining Jedi (if any alive) are not to come to Coruscant - a message
sent in the hopes of saving any other remaining Jedi if alive.
The mystery of how a Jedi disappears in death is finally revealed when Qui-Gon
Jinn finds a way to contact Kenobi. He appears before Kenobi and Yoda, and also
offers guidance on how to deal with the Sith Lords.
The two Jedi agree that Skywalker must be stopped. Kenobi decides to track down
his old apprentice, while Yoda remains on Coruscant to discern what is to be
done about Palpatine.
In his meditation chamber in the Jedi Temple, Yoda meditates on the Sith
artifact discovered on Kashyyyk and what to do about Palpatine. The Jedi Master
discovers that if the Sith Master is destroyed, then the apprentice will fall
He is then faced by Palpatine/Sidious in the temple where the two masters fight
using their lightsabers. Palpatine clearly has the upper hand in the battle.
Yoda is defeated in combat, but escapes.
Anakin goes to Padme on Naboo to explain what he is required to do on Mustafar.
Despite his actions, he still loves Padme and looks forward to the birth of
their child. Both are unaware that Padme carries twins. He explains to her that
the Jedi Order are traitors, are corrupt and not to be trusted. His
explanations seem justified to Padme, and is convinced that Anakin is doing the
right thing. She completely supports him.
After seeing what Skywalker has done on Coruscant, Kenobi heads to Naboo in an
effort to track Anakin down. Upon arriving at Naboo, Grevious (still following
Darth Sidious' orders) intercepts Kenobi in orbit. Kenobi's ship is shot down
by Grevious, and he crash lands on the surface of Naboo.
Meeting on the surface, Grevious' robot arms split into four and he wields 4 of
the lightsabers he has taken from Jedi he has killed. The Jedi Hunter and the
Jedi Master duel.
After losing his lightsaber during the battle, Kenobi kills Grevious with a
blaster to his stomach - destroying circuitry and fluids within. Grevious'
death is gruesome, as his eyes come out of his alien head along with seeping
fluids. With his Jedi Starfighter destroyed, Kenobi takes Grevious' ship and
continues his journey across Naboo to track down Skywalker.
Anakin arrives on Mustafar. Along with his troopers, he takes out all of the
Obi-Wan encounters Padme in a tense scene. She refuses to tell the Jedi Master
where Skywalker is. She tells Kenobi that despite his actions "there is still
good in him".
Somehow, Kenobi manages to track the location of Skywalker to the lava planet
of Mustafar. He takes off for the planet in Grevious' ship, but does not
realize that Padme has stowed away secretly on board.
Upon landing, Kenobi finds Skywalker where the two begin to argue about the
recent events. At some point during the arguement, Padme reveals herself to
them. Anakin is speechless: he believed that Padme would not reveal his
whereabouts to Kenobi or any Jedi - he believes he has been betrayed.
Even though Padme tries to explain peacefully to Anakin she stowed away on
Kenobi's ship with the thought she could intervene if something happens, Anakin
still feels betrayed. She then lies to Anakin and says that the child has died
- she has had a miscarriage.
Obviously upset at the revelation and also angered by what has transpired,
Skywalker takes revenge upon Padme for what he believes as her betrayal. He
Force-chokes her, but underestimates his ability. The Force attack leaves her
near death. Using the Force, he then throws her to the side, where she hits her
head upon hitting the ground.
Kenobi steps in at this point. Skywalker ignites his lightsaber and the duel
between the two Jedi begins - among the corpses of the dead Separatist leaders.
The fast-paced, detailed and extensive duel goes for quite some time.
Throughout the fight, volcanoes erupt around them and the ground shakes. The
long duel occurs over various locations, in and out of mechanical rooms and so
During the Kenobi/Skywalker duel, Anakin's real arm (not the mechanical one) is
cut off. The two leap to and from repulsorlift crafts that hover above the lava
and rocky ground below. Towards the end of the lightsaber battle, Skywalker
loses both legs.
What is remaining of Anakin falls into a molten pit during a huge tremor.
Obi-Wan gathers Padme and goes to take off from the planet. The ship he arrived
on is damaged and destroyed by lava - and the planet is unstable. It looks like
there is no way off planet.
Then, Bail Organa's ship, the Tantive IV Blockade Runner arrives, with Organa,
Yoda and the droids on board. They rescue Kenobi and Padme, and leave, just as
a Star Destroyer enters the Mustafar system.
Anakin's limbless body remains on a ledge, very close to lava. He lays there
limbless, hairless, scarred and practically burnt to a crisp. He lays there
alive, but very near death. A Star Destroyer lands on Mustafar and Troopers
retrieve what is left of Anakin. After returning to the Star Destroyer, the
ship takes off and leaves the planet.
Palpatine is present when Anakin is rescued and officially dubs the dying Jedi
Knight as DARTH VADER, in a scene where the meaning behind his new name is
explained. He is now officially a Dark Lord of the Sith. Anakin Skywalker is,
literally, dead, and Darth Vader will stand in his place.
Padme is aboard Bail Organa's ship, the Tantive IV Blockade Runner, on the way
to Alderaan. Along their journey, Bail, Kenobi and Yoda realize she will not
make it to Alderaan.
The Tantive IV lands on a yet unseen and unnamed planet, where Padme gives
birth to twins. The injuries she has sustained from Anakin's Force-choke has
left her near death. Leia is born first, while Padme still lives.
She speaks a few words to her daughter, and then to Obi-Wan, but as Luke is
delivered, Padme dies. Her death is due to a combination of her weakened state
from Anakin's Force-choke and childbirth trauma. Only Leia has a short
Force-connection with her mother, as Padme was alive when she was born.
Anakin is reborn as Darth Vader. Using technology and armor (some of which from
Grevious) specialist medical droids heal and literally rebuild him. Anakin
becomes more machine than man. Unable to breathe due the injuries he sustains,
his new bionic suit consists of machinery that makes him breathe - bringing
forth the familiar respirator sound. As the twins are born, Vader's helmet
slides onto his head for the first time.
The scenes of the twins' birth, Padme's death and Anakin's rebirth as Darth
Vader are shown as an inter-cutting montage.
It is decided by all involved that the twins must be hidden for their own
protection and as a possible future new hope for the galaxy. As part of a
measure to protect and conceal their real identities as the offspring of Vader,
Bail ensures C-3PO's memory is erased. R2-D2's memory is preserved for future
use. The group decides to head to Naboo, where Padme can rest in peace.
As Anakin Vader awakens for the first time since his duel with Kenobi on
Mustafar, he asks Palpatine where Padme is. He is told that "You killed her".
Vader goes into some kind of "Force-rage", screaming, "Noooooo!" His use of the
Dark Side of the Force is so powerful with his anger that the room buckles and
twists, and in his rage he Force chokes people and destroys the droids in the
Anakin Vader's screams lead into the next scene, which is Padme
Amidala-Skywalker's funeral, being held on Naboo. In attendance is Kenobi,
Organa, Yoda, her family, many of her handmaidens, Captain Typho and Sio
After the funeral, Kenobi decides to take the children to Tatooine, where he
can care for them, or place them in the care of Owen and Beru Lars. The gang
board the Tantive IV and make their journey.
The group's first stop is Dagobah, where Yoda has decided to stay until he is
needed. The planet seems too dangerous to navigate in atmosphere for a safe
landing, so Yoda takes an escape pod.
En route to Alderaan, the Tantive IV detours to Tatooine. In a scene eerily
similar to that of the opening sequence of Episode IV, their ship is boarded by
Imperial Troops. The twins have been separated on the ship. In the confusion of
the boarding, Kenobi takes Luke and escapes to the surface of Tatooine. When
questioned about baby Leia, Organa replies to the Imperial Troopers that it is
his adopted daughter. Knowing he is unable to retrieve Kenobi from the surface
of Tatooine under the watchful eye of the Empire, Organa takes Leia to Alderaan
Upon his landing on Tatooine, Kenobi knows he is unable to immediately care for
young Luke. He has no ship to take him off-planet, and he has no shelter.
Obi-Wan Kenobi delivers baby Luke to the Lars family. Owen expresses his
distaste at the circumstances that lead Kenobi to him, stating that Anakin
should never have left to go on some damn fool idealistic crusade.
Baby Leia is under the care of Bail Organa on Alderaan. R2-D2, C-3PO and Jar
Jar Binks are with them.
Kenobi changes his name to Ben, and goes into hiding on Tatooine, to keep a
watchful eye on young Luke Skywalker.
Darth Vader, Emperor Palpatine and Captain Tarkin stand on the bridge of a Star
Destroyer overseeing the very early beginnings of a Death Star construction. "I
don't fear the Dark Side," says Vader. "I embrace it".
In the last scene in the film, Kenobi walks into the binary sunset of Tatooine.