The Galactic Republic is crumbling in the midst of an epic war with the

Confederacy of Independent Systems under the leadership of the Sith Lord,

Count Dooku. The Confederate droid military leader General Grievous has
swept into Coruscant and captured Chancellor Palpatine (as seen in the
microseries Star Wars: Clone Wars and the James Luceno novel Labyrinth
of Evil).

As the droid army attempts to escape Coruscant, a huge space battle erupts
with Jedi Knights Anakin Skywalker and Obi-Wan Kenobi leading a mission
to rescue the Chancellor. The Jedi fight through the Separatist armada. In the
process, Obi-Wan’s ship is damaged and the two Jedi crash into the hangar
of the Trade Federation Cruiser The Invisible Hand, the flagship of the
Confederacy.

Anakin and Obi-Wan make their way through the Federation Cruiser,
fighting through an army of droids. They reach the room where Chancellor
Palpatine is being held captive by Count Dooku. A lightsaber battle ensues,
with the two Jedi teaming up against Dooku. During the battle, Obi-Wan is
rendered unconscious. Anakin continues the battle, gaining the upper hand
and cutting off Dooku's hands. With Dooku on his knees, Anakin holds his
(and Dooku's) lightsaber to Dooku's neck. With encouragement from
Palpatine, Anakin beheads the helpless Count.

The Republic Venator-class Star Destroyer Guarlara launches a final

broadside that mortally wounds the ship, and it begins to descend
uncontrolled into Coruscant. Anakin carries the unconscious Obi-Wan on his
back, and maneuvers through the ship with Palpatine. Obi-Wan later regains
consciousness.

The three are captured by General Grievous. R2-D2 creates a distraction,

allowing the Jedi to retrieve their lightsabers and break free. However,
Grievous manages to escape, as well as release all the remaining escape
pods. As the ship descends in a free-fall into Coruscant, Anakin takes the
controls and pilots the ship into a hard landing.

On Coruscant, Anakin is praised for his heroics. He meets secretly with

Padmé Amidala, and they share kisses in the shadows, keeping their love
secret. She reveals to him that she is pregnant.
Later, Anakin awakens in a panic, covered in sweat. He reveals to Padmé
that he has been dreaming about her dying in childbirth, and he vows not to
let this dream come true.

Chancellor Palpatine requests Anakin's presence, and they meet in the

Chancellor's Coruscant apartment. The Senate has granted the Chancellor
further emergency war powers, giving him direct control of the Jedi Council.
Palpatine confides to Anakin his fear, distrust, and contempt of the Jedi. He
appoints Anakin to be his personal representative on the Jedi Council.

The Jedi Council accepts Anakin's appointment, but does not grant him the
rank of Jedi Master. Anakin reacts angrily, insisting he is more powerful
than anyone else on the council. 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 Jedi Council wants Anakin to report on
all the Chancellor's dealings, essentially spying on him. Anakin is outraged,
but accepts the mission.

At the Galaxies Opera House in Coruscant, Anakin joins Palpatine in

watching the Mon Calamari Ballet performing “Squid Lake”. Palpatine
continues to seduce Anakin to the dark side, making him mistrust the Jedi.
He also tells him of Darth Plagueis, a Sith Lord that used the Force to save
people from death, but whose apprentice killed him in his sleep. Palpatine
says the ability to save people from death is something that can be learned,
but not from a Jedi.

The Jedi Council receives word from Palpatine that General Grievous is on
the planet of Utapau. They decide to send Obi-Wan to Utapau. Anakin is
upset that he was not chosen instead.

Obi-Wan arrives on Utapau and searches for General Grievous, riding a

lizard-like creature called a varctyl. This particular one is named Boga. He
finds Grievous and the two erupt in battle, with Grievous using four
lightsabers at once. Grievous attempts to flee on a Wheel Scooter, and Obi-
Wan pursues astride on Boga. During the chase, Obi-Wan drops his
lightsaber.
On Coruscant, Anakin tells Palpatine that General Grievous has been found
by Obi-Wan on Utapau. Anakin insists he should be on Utapau as well. Their
conversation shifts to Palpatine's knowledge of the force, and it is revealed
that he is the Sith Lord, Darth Sidious. Upon realizing this, Anakin ignites
his lightsaber and threatens to kill Palpatine, but then decides to expose him
to the Jedi Council.

Obi-Wan continues to chase General Grievous on Utapau. He catches up

with the general, and the two engage in melee combat. Obi-Wan manages to
grab and rip off General Grievous's loose chestplate, exposing the living
organs in his chest. Obi-Wan retrieves the droid's blaster and shoots the
general in the chest, causing him to explode from the inside out, killing him.

Anakin tells Mace Windu that Chancellor Palapatine is the Sith Lord they
had been looking for. Anakin offers to help in Palpatine’s arrest, but Windu
urges him to stay out of it.

Through the Force, Palpatine speaks to Anakin, telling him that if he dies,
Padmé will die in childbirth. Palpatine tells him that only with his help can
she be saved. Anakin rushes to Palpatine.

Mace Windu, accompanied by Saesee Tiin, Kit Fisto, and Agen Kolar, arrive
at Chancellor Palpatine's office to have the Chancellor arrested. Palpatine
pulls a lightsaber out of his sleeve and lunges, quickly striking down three
Jedi. Palpatine and Mace continue to fight down the hallway and into the
main office area. Meanwhile, Anakin arrives at the scene and watches the
duel. Mace strikes Palpatine down,(Palpatine is faking, playing weak and
old, waiting for Skywalker to hit Mace) and blocks the Sith Lord's Force
lightning, deflecting it back onto Palpatine and distorting his face. Just as
Mace is about to finish Palpatine, Anakin cuts off Mace's hand. Mace is
caught off guard and hit by the full blast of Palpatine's Force lightning. He is
flung out the window and falls hundreds of stories to his death.

Anakin is distraught with what he has done, and confides in Palpatine.

Palpatine takes Anakin as his Sith apprentice. Anakin kneels before
Palpatine, and Palpatine bestows upon him the Sith name “Darth Vader”.
The Senate holds a meeting where Palpatine tells them of the “plot of the
Jedi to overthrow the Senate”. Amidst thunderous applause, he announces
that the Republic will be reorganized as the first Galactic Empire.
Darth Sidious gives the order to all Clone Stormtroopers of the Army of the
Republic around the galaxy to execute Order 66; while Anakin/Vader is
given his first assignment: the destruction of the Jedi Temple – the Great
Jedi Purge, the start of the Galactic Civil War. Across the Galaxy, the Clone
Stormtroopers turn against their Jedi masters. Obi-Wan on Utapau and Yoda
on Kashyyyk barely manage to escape.

At night, Anakin marches to the Jedi Temple with a battalion of Clone

Stormtroopers. Anakin moves through the temple, striking down all the Jedi
he comes across, including the younglings.

Later, Anakin goes to Padmé, who sees the smoke rising from the Jedi
Temple but does not know what is happening. He tells her the Jedi have tried
to take over the Republic, and there are traitors in the Senate. He tells her
that he will go to the Mustafar system, where the Separatist Council has
gathered after evacuating Utapau, and he will end the war.

Obi-Wan and Yoda go to the Jedi Temple, avoiding Clone Stormtroopers and
walking in disbelief through the carnage. They send a signal warning all Jedi
to keep away from the temple. At the temple's control center, Obi-Wan looks
into the security recordings. In disbelief, he sees Anakin slaughtering the
Jedi (including Younglings) and then kneeling down to Darth Sidious. Yoda
says they have no choice but to destroy the Sith – and Anakin Skywalker.

On Mustafar, Anakin slaughters the Separatist Council in cold blood.

Obi-Wan goes to Padmé's apartment, looking for Anakin. He meets Padmé

and tells her that Anakin has turned to the dark side and killed the
younglings in the Jedi Temple. But, Padmé will not reveal where Anakin has
gone, as he is her husband and the father of her children. Obi-Wan deduces
this without Padmé telling him, apologizes, and leaves.

Later, Padmé leaves Coruscant in her Naboo Skiff, departing to Mustafar to

see Anakin. Unbeknownst to her, Obi-Wan secretly boards the ship just
before it takes off.

The Naboo Skiff lands on Mustafar. Anakin and Padmé embrace. Anakin
tells Padmé that he has brought peace to the Republic, and he can overthrow
Palpatine so he and Padme can rule the galaxy together. Horrified, Padmé
realises that Obi-Wan's story was true. Padmé tells him he is going down a
path she cannot follow.
Anakin sees Obi-Wan emerge from the Naboo Skiff. Enraged, he uses the
Force to choke Padmé, thinking she led him there. She loses consciousness
and Anakin releases his grip on her. Obi-Wan and Anakin break out into a
ferocious, lengthy lightsaber duel.

In the Senate building, Yoda confronts Darth Sidious. They engage in a fast
and furious battle using their Force abilities. The duel brings them to the
deserted main area of the Senate chamber. Sidious hurls senate pods at Yoda,
which Yoda deflects, then engages him with force lightning, in a battle of
wills that blasts both of them back, knocking Yoda off the senate pod and
down to the floor. With Bail Organa's help, Yoda manages to escape.

The epic lightsaber duel between Obi-Wan and Anakin brings them to many
locations on Mustafar, crossing lava on a small platform. Eventually, Obi-
Wan gains the high ground and clinches the battle due to favorable
positioning. They both know Obi-Wan has the upper hand, and Obi-Wan
pleads Anakin not to advance. Despite this, Anakin arrogantly ignores his
disadvantageous stance and charges at Obi-Wan, who in the blink of an eye
cuts off both of Anakin's legs at the knees, as well as Anakin's left arm.
Anakin tumbles down the embankment and rolls to a stop at the edge of the
lava. Obi-Wan tells Anakin that he was like a brother to him and that he
loved him. His proximity to the molten river causes Anakin to burst into
flames. He suffers massive, scarring burns that mangle his physical features.

Obi-Wan takes Anakin's lightsaber (which he will give to Luke in Star Wars
Episode IV: A New Hope) and leaves with the badly-injured Padmé and the
droids on the Naboo Skiff.

Darth Sidious arrives at Mustafar with a squad of Clone Stormtroopers.

They rescue Anakin Skywalker from the edge of death.

Obi-Wan arrives at Polis Massa and Padme is brought to medical assistance.

She is dying, not from bad health but from a lack of will to live. They work
to save her babies—she has twins. A boy and a girl are born. While dying,
Padmé gives them the names “Luke” and “Leia”.

Occurring simultaneously with the birth of his children, Anakin completes

his transformation into Darth Vader. On Coruscant, at a secret
Reconstruction Lab, Anakin is given new legs and a new arm. He is dressed
in black armor, a face mask is sealed tightly, and his helmet is fitted. Darth
Vader begins to breathe.
With Padmé's last breath, she says there is still good in Anakin. Padme
Amidala dies.

Darth Vader regains consciousness. He asks what happened to Padmé. Darth

Sidious tells him "It seems, in your anger, you killed her." Vader unleashes a
massive scream and unleashes his Force powers in a rage that distorts and
destroys the droids in the room -- according to the novelization of the movie,
all of Vader's anger focuses on Palpatine, but he only possesses a memory of
his former power, and thus Sidious is left unharmed.

On the Tantive IV blockade runner, Obi-Wan, Yoda, and Bail Organa sit at a
conference table. They agree to keep the children safe and hidden. 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 will be sent to his 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 Antilles of the
Tantive IV. He orders a memory wipe of the protocol droid.

On Naboo, Padmé's funeral takes place in a solemn ceremony. Her recent

pregnancy is still evident.

Yoda heads to Dagobah to begin his self-imposed exile.

On the bridge of the Star Destroyer, Emperor Palpatine and Governor Tarkin
are joined by Darth Vader, watching what looks like the beginning of the
construction of the first Death Star.

On Alderaan, the infant Leia is brought by Bail Organa to his wife, the
Queen of Alderaan. She takes her and rocks her.

On Tatooine, Obi-Wan brings the baby Luke Skywalker to his new family:
Owen and Beru Lars, his step-uncle and aunt. They look out to the horizon
and watch the setting of Tatooine's twin suns.