Star Wars Episode 3: Revenge of the Sith

(Plot Summary Script Synopsis Story) by George Lucas.

For three years the GREAT CLONE WAR has ravaged the galaxy. Starvation and misery stalk countless worlds.

Although near defeat, COUNT DOOKU and his Confederacy of Independent Systems have masterminded the capture of SUPREME CHANCELLOR PALPATINE.

With the mighty Armada of the Republic behind them, Jedi Knights Obi-Wan Kenobi and Anakin Skywalker pursue Dooku and his sinister agents across the galaxy.

EXT. ATMOSPHERE OF CORUSCANT - DAY

PAN DOWN:

We see a massive space battle unfolding over the city planet of Coruscant. Republic venator class star destroyers exchange fire with Separatist war ships, in the distance we see the Invisible hand flag ship of the Trade federation and current location of droid commander GENERAL GRIEVOUS and COUNT DOOKU the former Jedi master turned Sith apprentice, as well as their prisoner SUPREME CHANCELLOR PALPATINE who's alter ego is the elusive mastermind DARTH SIDIOUS.

As the space battle rages on two Jedi star fighters are deployed from one of the republic cruisers. They are piloted by our stalwart heroes Anakin Skywalker and Obi-wan Kenobi. We see a long tracking shot where both fighters weave between enemy and friendly ships alike evading laser fire and engaging the many droid fighters which attack them. Clone ARC star fighters join the fray and the pilots exchange battle chatter with the two jedi as they engage the tri-fighter's of the federation.

INT. BRIDGE OF THE INVISIBLE HAND - DAY

Dooku commands a bridge full of Nemoidians pilots as they watch the battle on a large view screen.

EXT. SPACE - DAY

One of the Republic ships is damaged and hundreds of storm troopers are sucked out a breach in the hull and scattered into space.

Obi-Wan's star fighter is attacked by enemy droids which attach themselves to his hull and use lasers to cutaway at it. Sadly R4 his trusted astromech droid is destroyed.

Anakin, proving why he is known as the best pilot in the galaxy executes an impressive maneuver, in which he uses the wing of his star fighter to scrape the enemy droids off of Obi-Wan's ship. Obi-Wan's ship careens into the open hanger of the Invisible hand with Anakin not far behind.

INT. INVISIBLE HAND HANGER - DAY

As Obi-Wan's ship crashes, he springs from his cockpit in one fluent movement, his hood flying over his head and lands amidst some battle droids which he cuts down with swift Jedi aplomb. A moment later Anakin lands with R2 and the trio begin to make their way through the massive battleship.

INT. BRIDGE OF THE INVISIBLE HAND- DAY

Meanwhile, Dooku consults his separatist colleagues via hologram With him we see General Grievous for the first time, a menacing skeletal cyborg, who has killed many Jedi.

INT. MUSTAFAR CONFERENCE ROOM - NIGHT

The separatist leaders are gathered in a control room in their facility on the fire planet of Mustafar. Dooku informs them that he has come under attack and may not be able to deliver Palpatine to them.

INT. BRIDGE OF THE INVISIBLE HAND - DAY

Dooku concludes the discussion with his co-conspirators as one of the Nemoidian Bridge officers makes him aware of the Jedi's presence on the ship he tells General Grievous to take care of them as the wily Count ascends to the 'general's quarters' to check on the captured Chancellor whom he may or may not be aware is also Darth Sidious.

INT. INVISIBLE HAND CORRIDOR - DAY

Working their way through the dark corridors the Jedi and the little droid are attacked by battle droids, as a swashbuckling series of narrow escapes begin. As the other Jedi hold of the battle droids, R2 creates a distraction. Obi-Wan and Anakin begin to fight Grievous' cadre of bodyguard droids, who wield electrified pikes which are impervious to light sabers. Overwhelmed by the Jedi killing droids, Anakin and Obi-Wan cut a hole in the floor, and escape into the bowels of the ship.

INT. BOWELS OF THE SHIP - DAY

The lower decks are flooding with liquid fuel. Anakin and Obi-Wan enter and are attacked by more battle droids as the fight in the murky liquid without the use of their light sabers. The Jedi must hurry to get out of the room before the level of the fuel reaches electrodes near the ceiling.

INT. VENTILATION SHAFT - DAY

Barely escaping, they enter a ventilation shaft, and climb a ladder to safety. The droids still hot on their heels, Anakin seals the hatch with his light saber.

INT. BOWELS OF THE SHIP - DAY

The fuel hits the electrodes and the ship is rocked by a massive explosion which tears the ship in two, and causes it to spiral out of control back towards the city planet.

INT. BRIDGE OF THE INVISIBLE HAND - DAY

The Nemoidian captain panics as the ship flies out of control.

INT. INVISIBLE HAND HALL WAY - DAY

Separated from Obi-wan and Anakin, R2 partakes in a series of misadventures aboard the ship, utilizing his jet boosters and other new and familiar gadgets to elude destruction from the federation troops.

INT. CRUISER CORRIDOR - DAY

Obi-wan and Anakin discuss strategy as they make there way down a corridor to the elevator.

INT. ELEVATOR - DAY

They enter the elevator and ascend.

INT. ELEVATOR LOBBY - DAY

Entering a new corridor, which leads to the bridge, Obi-wan warns Anakin to take Dooku alive, as he has information that might be valuable to the war effort.

INT. THE GENERAL'S QUARTERS - DAY

Palpatine is shackled to a large chair in the massive room. The tow Jedi enter and engage Count Dooku in a rematch from their last encounter. At some point during the battle Obi-wan is separated from Anakin, most likely he is engaged by General Grievous and battles the evil cyborg as Anakin confronts Dooku alone.

Anakin and Count Dooku are locked in a vicious light-saber battle. The scene is much in keeping with their previous duel, chaotic and very stylized. Anakin has definitely improved, and is eager to prove it to his nemesis. A "captive audience" to the proceedings, Palpatine watches from his chair, where he is still restrained, offering commentary with sinister implications, egging on the young Jedi. The tumbling makes for an uneasy battleground, as Dooku and Anakin fight in the room, whose center of gravity keeps shifting.

At the behest of Palpatine, and in an act of vengeance from their first duel, Anakin taking Dooku's saber in one hand, and his own in the other and cold-bloodily beheads the aging Count. Meanwhile as Obi-wan battles Grievous the dreaded general notices that the ship is about to crash and punches a hole in the window, and climbs outside of the ship to make his escape. Anakin is faced with extreme wind due to the cabin depressurizing, and hurries to a control panel to seal the breach.

INT. CORRIDOR - DAY

Anakin frees Palpatine and reunites with Obi-wan. and leads him through the uneven corridors as the ship continues to plummet. The three make their way through the crashing ship, at one point or another reuniting with R2-D2. The ground gives out from under them while crossing a narrow ledge Palpatine slide down a chute. Obi-wan and Anakin also slide down the ramp but Obi-wan is knocked unconscious. Anakin carries Obi-wan as he secures Palpatine in an escape pod and ejects him to safety.

As the ship continues to spiral out of control Anakin carries Obi-wan through the chaotic crashing ship to the bridge.

INT. BRIDGE OF THE INVISIBLE HAND - DAY

Anakin meets up with R2, then attacks the bridge crew, and attempts to soft-land the massive ship on Coruscant.

Obi-wan wakes up to find Anakin at the controls, utilizing all his piloting and Jedi skills, Anakin miraculously is able to get the nose of the cruiser up for a moderately safe landing.

EXT. CRASH SITE - DAY

Once free of the vessel the two friends recover for a moment. As Anakin, and Obi-wan exit onto a landing platform, it is a sunny day, debris is scattered and smoke billows from the nearby crash. R2 must move around the debris. The Coruscant fire department arrives to put out the blaze.

INT. FIRE SHIP COCKPIT - DAY

The fire ship captain informs them that they will put out what fires they can.

EXT. CRASH SITE - DAY

Shortly there after a transport ship arrives to bring them to safety, the two Jedi and the little droid are rescued.

EXT. LANDING PAD - DAY

They arrive at another landing platform outside the senate building where Obi-wan and Anakin find a celebration, a plethora of characters have gathered, including Jar Jar Binks and several other senators eager to greet the war heroes, and the rescued supreme chancellor.

INT. SENATE CORRIDOR - DAY

As the group enters Padme watches her secret husband from the shadows, she is round with pregnancy. While strolling down the vast corridor which is lined with stone pillars Palpatine is greeted by Mace Windu.

INT. SENATE OFFICE BUILDING - DAY

Once inside, Padme's costume conceals her pregnancy, and the group discusses the death of Dooku and nearing end to the clone wars, with only a few key systems remaining to be liberated. Anakin and Padme share fleeting glances across the crowded room, unable to reveal their forbidden love. Obi-wan notices, but says nothing. Palpatine makes subtle but definite allusions that the Jedi's involvement in the ordering of the clone army, coupled with Dooku's turn to evil as troubling and suspicious. Palpatine further pushes the Jedi's buttons by using his authority to gain Anakin a seat on the Jedi council as a reward for his exploits aboard the Invisible Hand. The declaration is met with much controversy.

EXT. PLANET UTAPAU - NIGHT

General Grievous arrives on the grey sink hole world where he is received by a legion of battle droids standing at attention. He then moves to another chamber to confer with the separatist leaders via hologram.

INT. JEDI COUNCIL CHAMBER - DAY

Plans are underway to deliver the definitive blow to the separatist forces, and end the war.

Ki Adi Mundi and Plo Koon are present as holograms. Obi-wan is now a member of the Jedi council and his next assignment is to go to the planet Utapau, where General Grievous is believe to have fled.

There is a droid factory built in one of that worlds many giant sink holes. Ki Adi Mundi and Plo Koon may be transmitting from this world where their clone forces are awaiting Obi-wan, however it is just as likely they are on two different planets, possibly Cato Neimoidia, Saleucami, or Mygeeto. Whether they are together or on separate worlds remains to be seen.

Likewise Yoda is due to leave for Kashyyyk, where his battalion awaits him. Anakin is not given an assignment, which makes him angry, he feels he deserves respect for killing Dooku, but instead he is chastised for it. The Jedi also make plain their growing distrust and concerns about Palpatine.

INT. PALPTINE'S OFFICE DAY

Many senators including Padme meet with Palpatine, asking him to relinquish his emergency powers now that the crisis is close to resolution, they also ask him when the clone army is to be decommissioned. The Chancellor says that he does not feel the "true" threat is quelled yet.

INT. JEDI TEMPLE - SUNSET

Inside the Jedi temple, Obi-wan stands at a computer terminal, researching the planet where General Grievous is believed to be hiding. Anakin approaches him, and the two friends talk, tension not far beneath the surface of their relationship, as they stand in a room with tall pillars.

Obi-wan leaves to go begin his mission, Anakin turns and sees a Jedi master, teaching two young apprentices. He glares with jealously, his own relationship with Obi-wan, not nearly as harmonious.

INT. YODA'S CHAMBER - SUNSET

Anakin and Yoda share a quiet scene where Yoda discusses his concerns about Anakin and tries to get him back on the right path.

INT. CORUSCANT THEATRE - NIGHT

We cut to a Coruscant theatre, where Palpatine is in attendance of a strange alien performance art involving zero gravity. Anakin enters to speak with Palpatine, who continues to encourage Anakin, and plants subtle seeds of evil with in him, telling him it was wrong for the Jedi not to appreciate him. Palpatine appoints Anakin as his personal bodyguard..

INT. STORMTROOPER BARRACKS - NIGHT

In a hanger, Obi-wan acquires his new Jedi star fighter, and his new astromech droid, who is replacing R4 after the little droid was lost in the recent space battle. He gathers his clone battalion for their Utapau mission, including a clone who goes by the name Commander Cody, whom Obi-wan has fought with before, and have become buddies.

INT. PADME'S CORUSCANT APARTMENT - NIGHT

Anakin says a sad but heartfelt goodbye to Padme before he must begin his new duties, in another quiet scene in Padme's apartment. There is tension between them as Padme has begun to doubt the Chancellor, while Anakin remains very loyal to him.

EXT. KASHYYYK WOOKIE STRONGHOLD - DAY

Yoda on Kashyyyk, to join his troops, and the local Wookiees so they can repel an oncoming Separatist attack. Yoda confers with the Jedi council via hologram.

INT. PADME'S CORUSCANT APARTMENT - DAY

The expecting Senator has called a meeting of her liberal colleagues including Senators Bail Organa and Mon Mothma. C3P0 serves drinks to the guests. The group discusses the current situation with Palpatine, and discuss their options for removing him from power.

INT. PADME'S VERANDA DAY

Padme's apartment reveals a new room a lovely veranda which is a combination of both interior and exterior, and has a magnificent view of the city planet.

EXT. PLANET UTAPAU - DAY

Obi-wan and his brigade of clone soldiers, arrive on the planet Utapau, Obi-wan, Commander Cody and the other troops descend to the planet below, where they may or may not meet up with Ki Adi Mundi and Plo Koon who may or may not be on the planet as well.

INT. JEDI TEMPLE TACTICAL CONTROL ROOM - NIGHT

Mace is communicating with Yoda, and helping him coordinate the battle on Kashyyyk, with the one on Utapau. As well as other Jedi leading clones on other planets throughout the galaxy, including Aalya Secura on Felucia a giant fungus world. The other planets in question are Cato Neimoidia, Saleucami and Mygeeto.

EXT. UTAPAU DAY

Obi-wan meets with Tion Meddon a scary looking alien who proves to be helpful and friendly. He gives Obi-wan a giant lizard steed to navigate the vast chasms of the planet. Obi-wan speaks to Commander Cody then spurs his beast forward, they still have a battle to win after all.

INT. UTAPAU CAVE - DAY

Obi-wan enters a cave. In typical Obi-wan fashion he lurks about in the shadows infiltrating the enemy structure (see also Attack of the Clones and A New Hope) eventually entering a command chamber where from above he overhears General Grievous conversing with Darth Sidious, who appears as a hologram. Grievous has a secret contract with Sidious to kill as many Jedi as possible during the war. It is at this point that Obi-wan learns that Darth Sidious and Supreme Chancellor Palpatine are one and the same.

INT. PALPATINE'S SECRET ROOM - DAY

Just as the hologram of Grievous disappears Anakin enters, Palpatine swivels in his chair to speak with him.

INT. UTAPAU CAVE - DAY

Grievous spots Obi-wan and sets his evil henchmen against Obi-wan and his troops, who fight valiantly as General Grievous retreats, heading to his special vehicle which is a giant wheel with four legs and deadly weapons

Obi-wan grabs his giant bi-ped lizards and pursues the dreaded cyborg.

EXT. KASHYYYK - DAY

At the same time, with the help of the resident Wookiees, Yoda, leads his troopers to victory, using boats to maneuver through the vast lagoons and jungles of Kashyyyk, overwhelming the separatists, and destroying them.

EXT. OTHER PLANETARY BATTLEFIELDS - DAY

Likewise some of the other Jedi generals on the other various worlds all find victory in battle while others are defeated.

EXT. UTAPAU - DAY

Back on Utapau, Obi-wan manages to crash Grievous' wheel thing somehow. The two foes battle once again, Grievous' arms split in two, and he fights with four light sabers, the ones he has taken from the Jedi he has slain. Just when Obi-wan appears to be defeated, he uses the force to summon Grievous' blaster from his holster and shoots the droid general dead. He contacts Mace at the Jedi temple, to inform Mace of what he has just learned about the true nature of the Supreme Chancellor.

INT. JEDI TEMPLE TACTICAL CONTROL ROOM - NIGHT

Given the weight of this revelation, Mace decides to go have a chat with Palpatine.

INT. PALPATINE'S OFFICE ANTI-CHAMBER - NIGHT

Mace arrives at Palpatine's office with Kit Fisto, Sarese Tiin and Agen Kolar to confront the galactic ruler. The noble Jedi enter the anti chamber where they quickly dispatch some of Palpatine's red guard who offer little in the way of defense to the mighty Jedi masters.

INT. PALPATINE'S OFFICE - NIGHT

The Jedi enter the office of the galactic ruler and accuses him. Palpatine revealing his true nature at last, blasts Mace and the other Jedi with his evil powers, and activates his own dreaded lightsaber, utilizing a frightening technique never seen before, killing all but Windu who is left vulnerable but still able. The courageous Jedi fights vehemently against the evil sith master, blocking every blow, but steadily losing ground. He calls out to Anakin for help, telling him that he must destroy the Sith. Palpatine tells Anakin that the Jedi are corrupt, and must be stopped. Now Anakin must make a fateful choice between Mace and Palpatine.

Anakin stands with Windu, apparently taking his side, then without mercy, he stabs him the back. Though he has fought bravely to the end, Mace Windu is dead. Palpatine must now come clean to Anakin about his other identity as a Sith Master, and reveal his intentions to form an empire. He plays on Anakin's fear and other weaknesses, exploiting the young Jedi's ego and arrogance, painting the Jedi as corrupt and ineffective, and the cause of all of Anakin's suffering.

Palpatine discusses history of the Sith and an ancient Sith lord named DARTH PLAGUEIS. Anakin declares his loyalty to Palpatine, who then sends him to the Jedi temple, with a host of storm troopers and a terrible mission to fulfill.

INT. SENATE CHAMBER - NIGHT

Palpatine addresses the senate, telling them that Mace Windu tried to assassinate him, and that the Jedi have truly betrayed the galaxy. In a startling declaration, Palpatine reforms the Republic into an empire, and instates himself as Emperor. His first order is that the Jedi order be disbanded and all the Jedi wiped out, much like with Anakin, he portrays the Jedi as the cause of the galaxies problems, and blames them for the start of the war.

Bail, Mon Mothma and others are shocked by this evil declaration, but are powerless to stop Palpatine. Bail exits the senate chamber in a hurry.

INT. MONTAGE ELEMENTS - NIGHT

We inter cut between Utapau, Kashyyyk, Felucia, Cato Neimoidia, Saleucami and Mygeeto. Palpatine exhibits some sort of secret control over the clones soldiers and makes them turn on their Jedi generals. There is a massive montage of the Jedi being attacked by the clones. Aalya Secure is murdered, as are Ki Adi Mundi and Plo Koon (unless they were on Utapau in which case one or both of them may have been slain by General Grievous earlier).

On Utapau, Commander Cody is handing Obi-wan his saber, which he had dropped while fighting Grievous, just then Cody goes rigid and tries to kill Obi-wan, who acting quickly ignites his saber, and is forced to take his friends life, along with the rest of his squad. Obi-wan runs to warn his fellow Jedi, but there is no time.

Meanwhile on Kashyyyk Yoda displays his incredible abilities in battle once again, taking on over one hundred storm troopers, summoning the force in incredible displays, and deflecting more laser blasts then seems physically possible. He also makes use coy behavior to lull the clones into thinking he is a silly little creature that can do them no harm. But even he cannot fight an entire army, and is forced to retreat. At one point Yoda rides a giant dragonfly creature. Yoda is saved by Chewbacca, who is the only Wookiee to survive the battle. They escape in one of the new Republic speeders.

Anakin enters the Jedi council, and kills those inside including Bene, Cin Drallig and the Jedi played by George Lucas' son Jett. The storm troopers swarm the Jedi and kill all that they find. Most tragic of all, the younglings are corralled into the council chamber where Anakin sits waiting. He activates his saber as the door slides shut.

EXT. KASHYYYK - NIGHT

Yoda feels a disturbance in the force and is in great pain as he senses the murder of the younglings.

INT. JEDI TEMPLE - NIGHT

Anakin activates the Jedi homing beacon which signals any Jedi in the galaxy to return to the temple.

EXT. UTAPAU - DAY

Obi-wan must hide from the clone brigades still present on Utapau. It is around this time that Obi-wan encounters TION MEDDON again (or maybe this is the first time). He acquires General Grievous' space ship from them and then has a holographic conversation with Bail Organa who agrees to pick up Yoda and rendezvous with Obi-wan.

EXT. TANTIV 4 - DAY

Obi-wan meets up with Bail and Yoda. They return to Coruscant with great fear of what they might find.

INT. MUSTAFAR COMPOUND - NIGHT

A hologram of Darth Sidious appears and instructs the separatist leaders to deactivate their droid armies. They are concerned about their own safety but Sidious tells them he is sending his new apprentice to "take care of them."

INT. PALPATINE'S SECRET ROOM - NIGHT

Anakin enters, and tells his new master that the temple is destroyed. Palpatine instructs Anakin to go to the planet Mustafar, where Nute Gunray and the other remaining separatist are hiding, and to eliminate them once and for all.

EXT. SENATE LANDING PLATFORM - NIGHT

Obi-wan, Yoda and Bail and his super good looking aid approach a blue senate guard, who gives them some guff. Obi-wan uses the Jedi mind trick so as to get by him and acquire Bail's slick red speeder and possibly a vehicle for Obi-wan as well.

INT. PADME'S VERANDA - DAY

Anakin arrives at Padme's vista palace. R2 is aboard Anakin's star fighter and he and C3P0 talk as well. C3P0 tells R2 he has heard a most disturbing rumor about the Jedi being wiped out.

Anakin tells Padme what has happened, but paints it in another light, that makes the Jedi look like the traitors, and tries to make her see his point of view. Her love for him blinds her to the truth. Before he turns to leave for Mustafar, they embrace. She is angry at the turn of events with Palpatine, and is not happy that Anakin supports dictatorial leadership. They quarrel, and much is left unsaid between them as he leaves in his speeder, but it is clear, despite that they are both hurt and confused, that they still love each other.

EXT. LANDING PAD DAY

Posing as a hunchbacked beggar (with Yoda as the hunch) and Obi-wan as another vagrant, the trio gains entrance to the Jedi temple undetected. Or maybe its through a secret passageway.

INT. JEDI TEMPLE - DAY

Once inside, Obi-wan must come to terms with Anakin's betrayal as he is shown surveillance footage of Anakin leading the raid on the Jedi temple.

Yoda concludes that he and Obi-wan, being the only Jedi left must each find and destroy their Sith counterparts. Though this is may be a suicide mission, they both agree. Obi-wan discovers the homing beacon is a trap and reverses it, to tell any surviving Jedi to avoid Coruscant and flee for their lives, then leaves to consult Padme, whom he believes to be the key in finding Anakin. Yoda is disturbed when his suspicions about the younglings are proven to be true.

Yoda also wants to recover an old book, the Journal of the Whills from his room, which he believes will provide important answers. The book may include important and relevant info about the Sith and also describes in detail an ancient technique, which allows one who is strong with the force to retain their identity after death.

INT. VISTA PALACE - DAY

Obi-wan arrives at Padme's vista home shortly after Anakin has left. They discuss Anakin's turn to evil. Padme does not want to believe what he tells her, but in the end she reveals to Obi-wan her secret marriage to Anakin, her pregnancy, Anakin's family on Tatooine, and his slaughter of the Tusken raiders who killed his mother three years previous.

Weighing all the tragic events that have transpired, and with a heavy heart, Padme tells Obi-wan that Anakin is headed for Mustafar.

EXT. LANDING PAD - NIGHT

Captain Typho escorts Padme and C3P0 to yet another landing platform on Coruscant where Obi-wan is waiting with Padme's Naboo Skiff. They depart.

INT. JEDI TEMPLE - NIGHT

Yoda is searching through his old books and tapestries when Palpatine enters. The two aging masters have it out, first verbally then physically. They manifest the force, both light and dark in a dazzling display. Palpatine is wounded which gives him the horrific appearance he carries into the original trilogy but ultimately Yoda is bested, having underestimated the powers of the emperor and is forced to retreat falling out of a window.

EXT. LANDING PAD - DAY

Bail is waiting outside the temple by his speeder, he is still dressed incognito to hide his involvement with helping the Jedi. he is attacked by storm troopers. Bail fires at them, then boards his speeder and zooms up to a piece of skaff holding where Yoda is hanging by his fingertips. Yoda gets into his slick red speeder.

EXT. CORUSCANT NIGHT

The speeder is pursued by Imperial agents, but the senator and the Jedi manage to evade them.

INT. HANGER - DAY

Yoda and Bail enter an enclosed hanger where he secures his Tantive IV blockade runner ship from his aides including the good-looking lady and departs the capital.

INT. NABOO SKIFF - DAY

Meanwhile as they approach Mustafar, Padme speaks to C3P0 aboard her ship.

INT. MUSTAFAR CONFERENCE ROOM - NIGHT

On the molten world of Mustafar, Nute Gunray and the other separatist leaders are contacted by Emperor Palpatine via hologram, he calls for their surrender. They agree, and promise to deactivate all their remaining droid armies. Palpatine informs them, that he is sending his emissary, Anakin Skywalker, to receive their offical notice of surrender. The cowardly upstarts agree, unaware that Anakin is coming to kill them.

EXT. SPACE NIGHT

Anakin zooms towards Mustafar, ready to seal the fates of Nute and his cohorts. R2 tries to reason with him, but Anakin deactivates the comlink, the little droid is helpless.

INT. MUSTAFAR CONFERENCE ROOM - NIGHT

In a conference room on Mustafar, Anakin makes short work of Nute Gunray and the other separatist leaders.

EXT. MUSTAFAR - NIGHT

Obi-wan and Padme land on Mustafar.

INT. MUSTAFAR CONFERENCE ROOM NIGHT

Padme enters, finding Anakin. The two have a very serious talk about everything that has happened. It seems for a moment that Anakin might be reasoned with. He follows her back out to the landing platform.

EXT. MUSTAFAR LANDING PAD - NIGHT

Obi-wan emerges on the landing platform just outside the conference room. The three characters engage in a dramatic scene. Anakin grows angry at Padme when he learns she has helped Obi-wan find him.

He lashes out at her, choking her with the force lifting her right off her feet, unable to govern his terrible passion, then throws her against a wall, where she hits her head badly. Obi-wan draws his light saber and the two begin to duel.

The droids watch the terrible spectacle unfold as the Tantive lands and Bail emerges to help Padme aboard for medical attention.

INT. MUSTAFAR FACILITY - NIGHT

Anakin engages Obi-wan in part of the epic duel between master and apprentice while in the conference room, where Po Nudo's body and others strewn about.

Anakin and Obi-wan are locked in a mortal battle with each other. Anakin deflects some falling debris with his saber.

The two foes exchange harsh words during the fateful duel.

A dark room filled with control panels and flashing lights, and a large blast door. The duel enters this room, moves outside then re-enters this room. Obi-wan is thrown against a computer. The exit the room again, through another door, still engaged in mortal combat. Arriving at a ravine over the lava.

EXT. MUSTAFAR FACILITY - NIGHT

Anakin grabs a cable and swings across, Obi-wan follows, they clash while suspended, then arrive at the other side and continue to duel.

Obi-wan attacks Anakin who backs up a ramp over the lava, his height making him vulnerable on a slope, using this advantage Obi-wan slices one of Anakin's legs out from under him.

Anakin does not give up. He swipes at Obi-wan, who blocks the attack and severs Anakin's other arm.

Obi-wan makes one final plea for Anakin to abandon the dark side and to come back to the light side, but he is too far gone and lashes out at Obi-wan, drawing his second light saber, his red-bladed Sith light saber, and tries with one last effort to destroy Obi-wan. But Obi-wan again evades the blow, and Anakin is knocked off balance and falls into the molten pit below, where he is horribly scarred and burned to a crisp.

EXT. MUSTAFAR LANDING PAD - NIGHT

Obi-wan recovers Anakin's blue saber, then runs from storm troopers who have landed in an imperial star destroyer. The desperate group of heroes escapes the planet.

INT. IMPERIAL MEDICAL FACILITY - NIGHT

Barely alive, Anakin is rescued by Palpatine's henchmen, and brought to an evil medical facility. There he is kept alive, submerged in healing liquid, limbless and horrifically deformed.

INT. BLOCKADE RUNNER - DAY

Unable to make it back to Alderaan in time, Obi-wan and the others land on yet another new planet Polis Massa where short grey aliens with big eyes tend to the injured Padme who needs to give birth before it is too late.

INT. POLIS MASSA HOSPITAL - DAY

These aliens are masters of an advanced medical technology.

Leia is born, Padme holds her for a moment, looking into her eyes, mother and daughter share a momentary connection that will linger in Leia's mind the rest of her life. Suddenly Padme convulses, it seems Leia has a twin brother, Luke.

Obi-wan, Yoda and Bail discuss where each of them will go from here and what the next stage of their plan should be. It is agreed that C3P0 must have his memory erased, but it is reasoned that R2 can keep a secret and his memories are spared.

Suddenly, the three men are called back in by the doctor. Padme is dying. The trauma of the choking added with the abrupt childbirth has proven too much for her. She shares a few choice words with Obi-wan, then passes away.

INT. IMPERIAL MEDICAL FACILITY - NIGHT

Anakin, burned within an inch of his life is resuscitated by imperial medical droids, who heal him by building him into to the armor terror of the stars we all know as Darth Vader. Now more machine then man, the new Sith lord emerges in a room with an intricate mechanical floor.

When he comes to he is lying on a slab. He asks where Padme is. Palpatine tells Anakin that he (Anakin) killed her. Anakin screams, setting the force into a furious storm, throwing medical droids to and fro. Palpatine must shield himself from the onslaught, the walls buckle from the assault.

EXT. NABOO FUNERAL CHAMBER - NIGHT

Anakin's scream echoes into the next sequence where Padme's body, after being delivered by Bail, is laid to rest on Naboo, as her family stands solemnly with the new queen of Naboo, Jar Jar, Sio Bibble and other Naboo delegates watch with dismay.

EXT. ORBIT OF PLANET DAGOBAH - DAY

Back aboard the Tantive 4, Obi-wan is entrusted with Luke, and decides to take him to Tatooine, The one place he is certain Anakin will never willingly return to. Bail is entrusted with Leia. Yoda tells Obi-wan about the ancient technique of preserving your identity after death. Yoda is delivered to Dagobah via escape pod by Bail, where he will go into hiding.

EXT. ALDERAAN BALCONY - DAY

Bail stands on Alderaan with his wife, baby Leia, and the droids who are beginning their new jobs programming binary load lifters.

EXT. LARS HOMESTEAD - SUNSET

Obi-wan arrives at the homestead on Tatooine where he delivers baby Luke to Owen and Beru, before heading out into the desert.

INT. IMPERIAL STAR DESTROYER - NIGHT

Vader exits the medical facility and walks through the bridge of the star destroyer, joining his new master Darth Sidious, the emperor of the galaxy, and an imperial officer named Tarkin. The evil trio stare out the window at their ultimate weapon, the Death Star which has begun construction. Vader breathes evilly, now more machine then man, his life a horrible tragedy.

IRIS OUT