Star Wars: Episode III - Revenge of the Sith (2005) - full transcript

Lock onto him, R2.

Master, General Grievous's
ship is directly ahead-

the one crawling
with vulture droids.

I see it. This is
going to be easy.

- Oddball, do you copy?
- Copy, Red Leader.

Mark my position. Form
your squad up behind me.

We're on your tail,
General Kenobi.

Set S-foils in
attack position.

This is where
the fun begins.

Let them pass
between us.

They're all over me.
Get them off my-



- I'm gonna go help them out.
- No.

No, they are doing their
job so we can do ours.

Missiles. Pull up.

- They overshot us.
- They're coming around.

All right, R4.

No, no, no, no-No,
nothing too fancy.

Surge all power units, R2.
Stand by reverse thrusters.

We got 'em, R2.

Flying is
for droids.

- I'm hit. Anakin?
- I see them. Buzz droids.

R4, be careful.
You have a-

Dear.

They're shutting down
all the controls.

- Move to the right so I can get a clear shot at them.
- The mission.



Get to the command ship. Get the
chancellor. I'm running out oftricks here.

In the name of-

- Hold your fire! You're not helping here.
- I agree. Bad idea.

I can't see a thing.
My cockpit's fogging.

They're all over me.
Anakin!

- Move to the right.
- Hold on, Anakin. You're gonna get us both killed.

Get out of here. There's
nothing more you can do.

I'm not leaving
without you, Master.

Get him, R2.

Watch out.

R2, hit the buzz
droid's center eye.

- Yeah, you got him!
- Great, R2.

The general's command
ship is dead ahead.

Well, have you noticed the
shields are still up?

Sorry, Master.

I have a bad feeling
about this.

There they are.
Get them.

R2, locate the
chancellor.

The chancellor's signal is
coming from right there-

the observation platform
at the top of that spire.

I sense Count Dooku.

I sense a trap.
Next move?

Spring the trap.

R2, go back. I need you
to stay with the ship.

Here. Take this and
wait for orders.

What's the
situation, Captain?

Two Jedi have landed in the main
hangar bay. We're tracking them.

Just as Count
Dooku predicted.

Destroyers.

Drop your weapons.
I said drop 'em.

Roger.
Roger, roger.

Roger, roger.

Those are Jedi
fighters all right.

Did you press the stop
button? No. Did you?

- No.
- Well, there's more than one way out of here.

We don't want
to get out.

We want to get moving. R2,
activate elevator 31174.

Come in, R2.
What that?

R2, do you copy?

R2, activate the
elevator number...

31174.

Get back to work.
That nothin'.

Activate the
elevator 31174.

R2, we-

Always on the move.

R2, switch on
the comlink.

R2, can you hear me?

R2?

Whoa!

R2! R2!

Stop. Stop. R2, we
need to be going up.

Hands up, Jedi.

R2, do you copy?

R2, do you hear me? R2, we
need to be going up, not down.

Hey, you!

Now, that's better.

You stupid little
astro droid.

It's you.

My eyes! My eyes!

What was that all about?
Well, R2 has been-

No loose wire jokes.
Did I say anything?

He's trying. I
didn't say anything.

Chancellor.
Are you all right?

Count Dooku.

This time we will do it together.
I was about to say that.

Get help. You're no match
for him. He's a Sith lord.

Chancellor Palpatine, Sith
lords are our speciality.

Your swords, please.

We don't want to make a mess of
things in front of the chancellor.

You won't get away
this time, Dooku.

I've been looking
forward to this.

My powers have doubled since
the last time we met, Count.

Good. Twice the pride,
double the fall.

Get-

I sense great fear
in you, Skywalker.

You have hate.
You have anger.

But you don't
use them.

Good, Anakin. Good.

Kill him.

Kill him now.

I shouldn't.

Do it.

You did well,
Anakin.

He was too dangerous
to be kept alive.

Yes, but he was an
unarmed prisoner.

I shouldn't have done that.
It's not the Jedi way.

It is only natural. He cut off
your arm, and you wanted revenge.

It wasn't the first
time, Anakin.

Remember what you told me about
your mother and the Sand People?

Now we must leave before
more security droids arrive.

Anakin, there's
no time.

We must get off this ship
before it's too late.

- He seems to be all right.
- Leave him, or we'll never make it.

His fate will be
the same as ours.

Prepare for attack!

All batteries, fire!
Fire!

Elevator's
not working.

R2, activate
elevator 3224.

- Reverse stabilizers.
- Reversing stabilizers.

Magnetize!
Magnetize!

Fire the emergency
booster engines.

We're leveling
out, sir.

Easy. We're in a bit
of a situation here.

Did I miss
something? Hold on.

- What is that?
- Oops.

R2. R2, shut down
the elevator.

Too late. Jump!

Let's see if we can find something in
the hangar bay that's still flyable.

R2, get down here.

R2, do you copy?

General, we
found the Jedi.

They're in hallway 328.
Activate ray shields.

Ray shields.

Wait a minute. How
did this happen?

We're smarter than
this. Apparently not.

I say patience.
Patience?

Yes. R2 will be along
in a few moments,

and then... he'll release
the ray shields.

See? No problem.

Don't move.

Do you have
a plan "B"?

Yes. The negotiator.

General Kenobi. We've
been waiting for you.

Excuse me.

That wasn't much of a
rescue. You're welcome.

And-

Anakin Skywalker.

I was expecting someone with your
reputation to be a little... older.

General Grievous. You're
shorter than I expected.

Jedi scum.

We have a job to do, Anakin.
Try not to upset him.

Your lightsabers will make a
fine addition to my collection.

Not this time. And this
time, you won't escape.

R2.

Crush them!

Make them suffer!

Come. Now!

Stay at your
stations! Whoa!

Get him! Get him!

Run!

Don't bother with them. Keep
the ship in orbit. Yes, sir.

You lose,
General Kenobi.

Get out of here!
Run!

Time to
abandon ship.

All the escape pods
have been launched.

Grievous. Can you fly
a cruiser like this?

You mean, do I know how to land
what's left of this thing? Well?

Well, under the circumstances, I'd say the
ability to pilot this thing is irrelevant.

Strap yourselves in.

Open all hatches. Extend
all flaps and drag fins.

We lost something.

Not to worry. We are still
flying half a ship.

Now we're really
picking up speed.

Eight plus 60.

We're in the atmosphere.
Grab that. Keep us level.

Steady.

Easy, R2.

5000. Fire ships on the
left and the right.

- We'll take you in.
- Copy that.

- Landing strip, straight ahead.
- We're coming in too hot.

Another happy
landing.

- Are you coming, Master?
- No. I'm not brave enough for politics.

I have to report
to the council.

Besides, someone needs
to be the poster boy.

Hold on. This whole
operation was your idea.

Let us not forget, Anakin, that you
rescued me from the buzz droids.

And you killed Count Dooku, and
you rescued the chancellor,

carrying me unconscious
on your back.

All because of
your training.

Anakin, let's be fair.
Today you were the hero,

and you deserve your glorious
day with the politicians.

All right. But you owe me one, and not
for saving your skin for the 10th time.

Ninth time. That business on Cato
Neimoidia doesn't-doesn't count.

I'll see you at
the briefing.

Chancellor Palpatine,
are you all right?

Yes. Thanks to your
two Jedi knights.

They killed Count Dooku, but General
Grievous has escaped once again.

General Grievous will run and hide,
as he always does. He's a coward.

But with Count Dooku dead, he is
the leader of the droid army.

And I assure you, the senate will vote to
continue the war as long as Grievous is alive.

Then the Jedi Council will make finding
Grievous our highest priority.

Watch it.
Excuse me.

Come along, R2. The Republic
cannot praise you enough.

Thank you,
Senator Organa.

Well, it couldn't possibly
be as bad as all that.

Now there I
agree with you.

In fact, I could do
with a tune-up myself.

But the fighting will continue until
General Grievous is spare parts.

Well, I will do everything
I can in the senate.

Excuse me.
Certainly.

Anakin.

I've missed
you, Padmé.

There were whispers
that you'd been killed.

I'm all right.

It feels like we've been
apart for a lifetime.

And it might have been, if the
chancellor hadn't been kidnapped.

I don't think they would have ever brought
us back from the outer rim sieges.

Wait. Not here.
Yes, here.

I'm-I'm tired of all this deception. I
don't care ifthey know we're married.

Anakin, don't say
things like that.

Are you all right?
You're trembling.

What's going on?

Something wonderful
has happened.

Ani, I'm pregnant.

That's-

Well, that's
won-That's wonderful.

What are we
gonna do?

We're not gonna worry about
anything right now. All right?

This is a
happy moment.

The happiest
moment of my life.

♪♪

Yes, Lord Sidious?

General Grievous,

I suggest you move the
separatist leaders to Mustafar.

It will be
done, my lord.

The end of the war
is near, General.

But the loss of
Count Dooku-

His death was a
necessary loss.

Soon I will have a
new apprentice-

one far younger and
more powerful.

Ani, I want to have our
baby back home on Naboo.

We can go to the lake country
where no one will know,

where we can
be safe.

I can go early and fix
up the baby's room.

I know the perfect spot.
Right by the gardens.

You are so...
beautiful.

It's only because
I'm so in love.

No.

No, it's because I'm
so in love with you.

So love has
blinded you?

Well, that's not
exactly what I meant.

But it's
probably true.

Anakin, help me!

What's
bothering you?

Nothing.

I remember when I
gave this to you.

How long is it gonna take for us
to be honest with each other?

It was a dream.

Bad?

Like the ones I used to
have about my mother,

just before
she died.

And?

And it was
about you.

Tell me.

It was only a dream.

You die in
childbirth.

And the baby?

I don't know.

It was only a dream.

I won't let this
one become real.

This baby will
change our lives.

I doubt the queen will continue to
allow me to serve in the senate.

And if the council discovers you're
the father, you'll be expelled-

I- I know. I know.

Do you think Obi-Wan might
be able to help us?

We don't need
his help.

Our baby is
a blessing.

Premonitions?
Premonitions.

These visions
you have-

They're of pain,
suffering.

Death.

Yourselfyou speak of,
or someone you know?

Someone.

Close to you?

Yes.

Careful you must be when
sensing the future, Anakin.

The fear of loss is a
path to the dark side.

I won't let these visions
come true, Master Yoda.

Death is a natural
part of life.

Rejoice for those around you
who transform into the Force.

Mourn them, do not.
Miss them, do not.

Attachment leads
to jealousy.

The shadow of
greed that is.

What must I do,
Master Yoda?

Train yourself
to let go...

of everything you
fear to lose.

You've missed the report
on the outer rim sieges.

I'm sorry. I
was held up.

I have no excuse. In short,
they are going very well.

Saleucami has fallen, and Master Vos
has moved his troops to Boz Pity.

What's wrong, then?

The senate is
expected...

to vote more executive powers
to the chancellor today.

Well, that can only mean less deliberating
and more action. Is that bad?

It'll make it easier for
us to end this war.

Be careful of your
friend Palpatine.

Be careful ofwhat?

He has requested your
presence. What for?

He would not say. He
didn't inform the council?

That's unusual, isn't it?
All of this is unusual.

And it's making
me feel uneasy.

I hope you trust
me, Anakin.

Of course.

I need your
help, son.

What do you mean?

I'm depending on you. For
what? I don't understand.

To be the eyes, ears and
voice of the Republic.

Anakin,

I'm appointing you to be my personal
representative on the Jedi Council.

Me? A master?

I'm overwhelmed,
sir.

But the council elects its own
members. They'll never accept this.

I think they will.
They need you.

More than you know.

Allow this appointment lightly
the council does not.

Disturbing is this move
by Chancellor Palpatine.

I understand.

You are on this council, but we do
not grant you the rank of master.

What?

How can you do this?
This is outrageous.

It's unfair.

How can you be on the council
and not be a master?

Take a seat,
young Skywalker.

Forgive me, Master.

We have surveyed all
systems in the Republic,

but have found no sign
of General Grievous.

Hiding in the outer
rim Grievous is.

The outlying systems
you must sweep.

We do not have many
ships to spare.

What about the droid
attack on the Wookiees?

It is critical we send an
attack group there immediately.

He's right. It's a system
we cannot afford to lose.

Go I will.

Good relations with
the Wookiees I have.

It's settled then. Yoda will
take a battalion of clones...

to reinforce the
Wookiees on Kashyyyk.

May the Force
be with us all.

What kind of
nonsense is this?

Put me on the council and
not make me a master?

It's never been done in the history
of the Jedi. It's insulting.

Calm down, Anakin. You have
been given a great honor.

To be on the council at your
age, it's never happened before.

The fact of the matter is you are
too close to the chancellor.

The council doesn't like it when
he interferes in Jedi affairs.

I swear to you, I didn't ask to be put on
the council. But it's what you wanted.

Your friendship with Chancellor
Palpatine seems to have paid off.

That has nothing
to do with this.

The only reason the council has
approved your appointment...

is because the
chancellor trusts you.

And? Anakin, I
am on your side.

I didn't want to put you in
this situation. What situation?

The council wants you to report
on all the chancellor's dealings.

They want to know
what he's up to.

They want me to spy
on the chancellor?

But that's treason. We
are at war, Anakin.

Why didn't the council give me this
assignment when we were in session?

This assignment is
not to be on record.

The chancellor is not
a bad man, Obi-Wan.

He befriended me. He's watched out
for me ever since I arrived here.

That is why you
must help us.

Anakin, our allegiance is to
the senate, not to its leader,

who has managed to stay in office
long after his term has expired.

The senate demanded
that he stay longer.

Yes, but use your feelings, Anakin.
Something is out of place.

You're asking me to do something
against the Jedi code,

against the Republic, against
a mentor and a friend.

That's what's out of place here.
Why are you asking this of me?

The council is
asking you.

Anakin did not take to his new
assignment with much enthusiasm.

It's very dangerous,
putting them together.

I don't think the
boy can handle it.

I don't trust him.

With all due respect, Master,
is he not the chosen one?

Is he not to destroy the Sith
and bring balance to the Force?

So the
prophecy says.

A prophecy that misread
could have been.

He will not
let me down.

He never has.

I hope right
you are.

Sometimes I wonder what's
happening to the Jedi order.

I think this war is destroying
the principles of the Republic.

Have you ever considered that
we may be on the wrong side?

What do you mean?

What if the democracy we thought
we were serving no longer exists,

and the Republic has become the very
evil we've been fighting to destroy?

I don't
believe that.

And you're sounding
like a separatist.

This war represents a
failure to listen.

Now you're closer to the
chancellor than anyone.

Please, ask him to stop the
fighting and let diplomacy resume.

Don't ask me
to do that.

Make a motion in the senate, where
that kind of a request belongs.

- What is it?
- Nothing.

Don't do this. Don't shut
me out. Let me help you.

Hold me.

Like you did by the
lake on Naboo.

So long ago, when there
was nothing but our love.

No politics, no
plotting, no war.

♪♪

♪♪

♪♪

- You wanted to see me, Chancellor.
- Yes, Anakin. Come closer.

I have good news.

Our clone intelligence units have discovered
the location of General Grievous.

He's hiding in the
Utapau system.

At last.

We'll be able to capture that
monster and end this war.

I would worry about the collective
wisdom of the council...

if it didn't select you
for this assignment.

You're the best
choice, by far.

Sit down.

Leave us.

♪♪

Anakin,

you know I'm not able to
rely on the Jedi Council.

If they haven't included you
in their plot, they soon will.

I'm not sure I
understand.

You must sense what I
have come to suspect.

The Jedi Council want
control of the Republic.

They're planning
to betray me.

I don't think that-
Anakin.

Search your
feelings.

You know, don't you?

I know they don't trust
you. Or the senate.

Or the Republic, or
democracy, for that matter.

I have to admit, my trust
in them has been shaken.

Why?

They asked you to
do something...

that made you feel
dishonest, didn't they?

They asked you to spy
on me, didn't they?

I don't -

I don't know
what to say.

Remember back to your
early teachings.

All who gain power are
afraid to lose it.

Even the Jedi. The Jedi
use their power for good.

Good is a point
ofview, Anakin.

The Sith and the Jedi are
similar in almost every way,

including their quest
for greater power.

The Sith rely on their
passion for their strength.

They think inwards-only
about themselves.

And the Jedi don't?

The Jedi are selfless. They
only care about others.

Did you ever hear the tragedy
of Darth Plagueis the Wise?

No. I thought not.

It's not a story the
Jedi would tell you.

It's a Sith legend.

Darth Plagueis...

was a dark lord of the Sith
so powerful and so wise,

he could use the Force to
influence the midi-chlorians...

to create... life.

He had such a knowledge
of the dark side,

he could even keep the
ones he cared about...

from dying.

He could actually...
save people from death?

The dark side of the Force is a
pathway to many abilities...

some consider to
be unnatural.

Wh-What happened
to him?

He became so
powerful,

the only thing he
was afraid ofwas...

losing his power.

Which eventually,
of course, he did.

Unfortunately, he taught his
apprentice everything he knew.

Then his apprentice
killed him in his sleep.

It's ironic.

He could save
others from death,

but not himself.

Is it possible to
learn this power?

Not from a Jedi.

All Red units,
over here!

Palpatine thinks General
Grievous is on Utapau?

A partial message was intercepted
in a diplomatic packet...

from the chairman
of Utapau.

Act on this we must.

The capture of General
Grievous will end this war.

Quickly and decisively
we should proceed.

The chancellor has requested...
that I lead the campaign.

The council will make up
its own mind who is to go,

not the chancellor.

A master is needed,
with more experience.

I concur. Master
Kenobi should go.

- I agree.
- Aye.

Aye.

Very well. Council
adjourned.

The droids have started up
their main power generators.

Then now the time is,
Commander. Yes, sir.

Charge!

Head for cover!

You're gonna need me on
this one, Master. I agree.

However, it may turn out just to
be a wild bantha chase. Master.

I've disappointed you. I haven't been
very appreciative of your training.

I've been arrogant,
and I apologize.

I've just been so frustrated
with the council.

You are strong and wise, Anakin,
and I am very proud of you.

I have trained you since
you were a small boy.

I have taught you
everything I know.

And you have become a far greaterJedi
than I could ever hope to be.

But be patient,
Anakin.

It will not be long before the
council makes you a Jedi master.

Obi-Wan. May the
Force be with you.

Good-bye, old friend. May
the Force be with you.

Fortunately, most of the cities are
concentrated on this small continent here.

On the far side. I'll keep them
distracted until you get there.

Just don't take too long. Come on.
When have I ever let you down?

Very well.

The burden is on me not to destroy
all the droids until you arrive.

Save your energy.

I can't.

Don't give
up, Padmé.

Obi-Wan's been
here, hasn't he?

He came by
this morning.

What did he want?

He's worried
about you.

He says you've been
under a lot of stress.

I feel lost.

Lost? What
do you mean?

Obi-Wan and the council
don't trust me.

They trust you
with their lives.

Something's
happening.

I'm not the Jedi
I should be.

I want more.

And I know I
shouldn't.

You expect too
much of yourself.

I found a way to
save you. Save me?

From my nightmares.

Is that what's
bothering you?

I won't lose
you, Padmé.

I'm not gonna die
in childbirth, Ani.

I promise you.
No, I promise you.

Greetings,
young Jedi.

What brings you to our
remote sanctuary?

Unfortunately,
the war.

There's no war here-unless
you brought it with you.

With your kind permission,
I should like some fuel...

and to use your city as a base as I search
nearby systems for General Grievous.

He is here. We are
being held hostage.

They are watching
us. I understand.

Tenth level, thousands
of battle droids.

Tell your people
to take shelter.

If you have warriors,
now is the time.

Take the fighter back to the ship.
Tell Cody I've made contact.

Is he bringing additional
warriors? He didn't say.

It won't be long before the armies
of the Republic track us here.

I am sending you to the Mustafar
system in the outer rim.

It is a volcanic
planet.

You will be safe
there. Safe?

Hmph! Chancellor Palpatine managed
to escape your grip, General.

Without Count Dooku, I have doubts
about your ability to keep us safe.

Be thankful,
Viceroy,

you have not found
yourself in my grip.

Your ship
is waiting.

Hello there.

General Kenobi.

You are a bold one.

Kill him.

Back away.

I will deal with this
Jedi slime myself.

Your move.

You fool.

I've been trained in your
Jedi arts by Count Dooku.

Attack, Kenobi.

Go, go, go, go!
Move it! Move it!

Everybody out. Let's go,
let's go, let's go.

Cover yourself.
Come on.

Move it! Move it!

Come on, move!
Come on, everybody!

Army or not,

you must realize
you are doomed.

I don't think so.

Hyah!

Cover that corner.

Master Windu, may
I interrupt?

General Kenobi has made contact
with General Grievous,

and we have begun
our attack.

Thank you,
Commander.

Anakin, deliver this
report to the chancellor.

His reaction will give us
a clue to his intentions.

Yes, Master.

I sense a plot to
destroy the Jedi.

The dark side of the Force
surrounds the chancellor.

If he does not give up his emergency
powers after the destruction of Grievous,

then he should be
removed from office.

The Jedi Council would have to
take control of the senate...

in order to secure a
peaceful transition.

To a dark place this line
ofthought will carry us.

Great care we
must take.

Chancellor.

We've just received a
report from Master Kenobi.

He has engaged
General Grievous.

We can only hope that Master
Kenobi is up to the challenge.

I should be
there with him.

It's upsetting to me to
see that the council...

doesn't seem to fully
appreciate your talents.

Don't you wonder why they
won't make you a Jedi master?

I wish I knew.

More and more I get
the feeling that...

I'm being excluded
from the council.

I know there are things about the
Force that they're not telling me.

They don't trust
you, Anakin.

They see
your future.

They know your power will
be too strong to control.

You must break through the fog of lies
the Jedi have created around you.

Let me help you to know the
subtleties of the Force.

How do you know the
ways of the Force?

My mentor taught me
everything about the Force.

Even the nature
of the dark side.

You know the
dark side?

Anakin,

if one is to understand
the great mystery,

one must study
all its aspects,

not just the dogmatic
narrow view of the Jedi.

If you wish to become a
complete and wise leader,

you must embrace a larger
view of the Force.

Be careful
oftheJedi, Anakin.

Only through me...

can you achieve a power
greater than anyJedi.

Learn to know the dark
side of the Force,

and you will be able
to save your wife...

from certain death.

What did you say?

Use my knowledge.
I beg you.

You're the
Sith lord.

I know what's been troubling
you. Listen to me.

Don't continue to be a
pawn of the Jedi Council.

Ever since I've known you, you've
been searching for a life...

greater than that
of an ordinaryJedi.

A life of
significance,

of conscience.

- Are you going to kill me?
- I would certainly like to.

I know you would.

I can feel
your anger.

It gives you focus,

makes you stronger.

I'm going to turn you over to the
Jedi Council. Of course. You should.

But you're not sure of
their intentions, are you?

I will quickly discover
the truth of all this.

You have great
wisdom, Anakin.

Know the power of
the dark side.

Power to save Padmé.

Aaah!

So uncivilized.

Master Windu, I
must talk to you.

Skywalker, we just received word that
Obi-Wan has destroyed General Grievous.

We're on our way to make sure the chancellor
returns emergency power back to the senate.

He won't give up his power. I've
just learned a terrible truth.

I think Chancellor
Palpatine is a Sith lord.

A Sith lord?

Yes. The one we've
been looking for.

How do you know this? He
knows the ways of the Force.

He's been trained to
use the dark side.

Are you sure?
Absolutely.

Then our worst fears
have been realized.

We must move quickly if the
Jedi order is to survive.

Master, the chancellor
is very powerful.

You'll need my help ifyou're
going to arrest him.

For you own good, stay
out of this affair.

I sense a great deal of confusion
in you, young Skywalker.

There is much fear that
clouds your judgment.

I must go, Master.
No.

Ifwhat you've
told me is true,

you will have
gained my trust.

But for now,
remain here.

Wait in the council
chambers until we return.

Yes, Master.

You do know,
don't you,

iftheJedi
destroy me,

any chance of saving
her will be lost.

♪♪

♪♪

♪♪

Master Windu. I take it General
Grievous has been destroyed then.

I must say you're here
sooner than expected.

In the name of the Galactic
Senate of the Republic,

you're under arrest,
Chancellor.

Are you threatening
me, MasterJedi?

The senate will
decide your fate.

- I am the senate.
- Not yet.

It's treason then.

You are under
arrest, my lord.

Anakin, I told you it
would come to this.

I was right.

The Jedi are
taking over.

The oppression of the
Sith will never return.

You have lost.

No.

No. No. You
will die!

He's a traitor!

He is the traitor!

I have the power to
save the one you love.

You must choose.

Don't listen to
him, Anakin!

Don't let him
kill me.

I can't hold
it any longer.

I- I-I-I can't.
I-I-I'm weak.

I'm-I'm too weak.

Anakin.

Help me. Help me!

I- I-I can't hold
on any longer.

I am going to end this
once and for all.

You can't.

He must stand trial.

He has control of the
senate and the courts.

He's too dangerous
to be left alive.

I'm too weak. Don't
kill me. Please.

It's not the
Jedi way.

He must live.

Please don't.

I need him.

- Please don't!
- No!

Power!

Unlimited power!

What have I done?

You're fulfilling
your destiny, Anakin.

Become my
apprentice.

Learn to use the dark
side of the Force.

I will do
whatever you ask.

Good.

Just help me save
Padmé's life.

I can't live
without her.

To cheat death is a power
only one has achieved,

but if we work
together...

I know we can
discover the secret.

I pledge myself...

to your teachings.

Good.

The Force is
strong with you.

A powerful Sith
you will become.

Henceforth you shall
be known as...

Darth...

Vader.

Thank you,
my master.

Rise.

Because the council did not
trust you, my young apprentice,

I believe you are the onlyJedi
with no knowledge of this plot.

When the Jedi learn what
has transpired here,

they will kill us,

along with all
the senators.

I agree.

The council's next move
will be against the senate.

Every single Jedi,

including your friend
Obi-Wan Kenobi,

is now an enemy
of the Republic.

I understand,
Master.

We must move
quickly.

The Jedi are
relentless.

If they are not all destroyed, it
will be civil war without end.

First I want you to go
to the Jedi temple.

We will catch
them off-balance.

Do what must be
done, Lord Vader.

Do not hesitate.
Show no mercy.

Only then will you be strong
enough with the dark side...

to save Padmé.

What about the otherJedi
spread across the galaxy?

Their betrayal will
be dealt with.

After you have killed all
the Jedi in the temple,

go to the
Mustafar system.

Wipe out Viceroy
Gunray...

and the other
separatist leaders.

Once more the Sith
will rule the galaxy!

And...

we shall have...
peace.

Sergeant, over here!

Hurry! Follow them!

All Red units,
let's move it!

Come on. Let's go!

Commander, contact
your troops.

Tell them to move to
the higher levels.

Very good, sir.

By the way, I think
you'll be needing this.

Thank you, Cody. Now let's get a move
on. We've got a battle to win here.

Hyah! Yes, sir.

Commander Cody,

the time has come.

Execute order 66.

Yes, my lord.

Blast him!

Come on!

♪♪

♪♪

♪♪

Execute order 66.

It will be
done, my lord.

It will be
done, my lord.

Master Skywalker, there
are too many of them.

What are we
going to do?

The chancellor's office indicated Master
Anakin returned to the Jedi temple.

Don't worry. I-I'm sure
he'll be all right.

♪♪

- What's going on here?
- There's been a rebellion, sir.

Don't worry. The situation
is under control.

I'm sorry, sir. It's
time for you to leave.

And so it is.

♪♪

Get him!

No!

Don't worry about
him. Let him go.

All these Wookiees are
dead. Move to the east.

Yes, sir.

Good-bye, Tarfful.

Good-bye, Chewbacca.

Miss you I will.

Hopefully we'll be able
to intercept a fewJedi...

before they walk into
this catastrophe.

Did you find Kenobi?

Sir, no one could have
survived that fall.

Start loading your
men on the ships.

Move it.

Emergency code 913.

I have no contact
on any frequency.

Master Kenobi.

Repeat.
Master Kenobi.

Senator Organa. My clone troops
turned on me. I need help.

We have just rescued
Master Yoda.

It appears this ambush
has happened everywhere.

We're sending you
our coordinates.

Hush! Not so loud.

Are you all right? I heard there
was an attack on the Jedi temple.

You could see the smoke from
here. I'm fine. I'm fine.

I came to see if you and the
baby are safe. What's happening?

The Jedi have tried to
overthrow the Republic.

I can't
believe that.

I saw Master Windu attempt to
assassinate the chancellor myself.

Anakin. What are
you gonna do?

I will not betray
the Republic.

My loyalties lie with
the chancellor...

and with the senate
and with you.

What about Obi-Wan?

I don't know.

ManyJedi have
been killed.

We can only hope that he's
remained loyal to the chancellor.

Anakin, I'm afraid.

Have faith, my love.

Everything will
soon be set right.

The chancellor has given me
a very important mission.

The separatists have gathered
on the Mustafar system.

I'm going there
to end this war.

Wait for me
until I return.

Things will be
different. I promise.

Please, wait for me.

Well, he is under a
lot of stress, R2.

Take care, my
little friend.

My lady, is there
anything I might do?

No, thank you, 3 PO.

I- I feel so
helpless.

How many otherJedi have
managed to survive?

Heard from no
one have we.

I saw thousands of troops
attack the Jedi temple.

That's why I went
looking for Yoda.

Have we had any contact
from the temple?

Received a coded retreat
message we have.

It requests all Jedi to
return to the temple.

It says the war is over.
Well, then we must go back.

If there are any stragglers, they will
fall into the trap and be killed.

Suggest dismantling the
coded signal, do you?

Yes, Master. There is
too much at stake.

I agree.

And a little more knowledge
might light our way.

The plan has gone as you
had promised, my lord.

You have done
well, Viceroy.

When my new apprentice
Darth Vader arrives,

he will take
care of you.

We're receiving a message from
the chancellor's office, sir.

Send it through.
Yes, sir.

Senator Organa, the supreme
chancellor requests your presence...

at a special session
of Congress.

- I will be there.
- He'll be expecting you.

- Could be a trap.
- I don't think so.

The chancellor will not be able to
control the thousands of star systems...

without keeping the
senate intact.

If a special session
of Congress there is,

easier for us to enter the
Jedi temple it will be.

R2, stay with
the ship.

Welcome, Lord Vader. We've
been expecting you.

And the Jedi rebellion
has been foiled.

What's happened? The
chancellor's been elaborating...

on a plot by the Jedi to
overthrow the senate.

The remaining Jedi will be
hunted down and defeated.

Not even the
younglings survived.

Killed not
by clones...

this Padawan.

By a lightsaber
he was.

Who? Who could
have done this?

The attempt
on my life...

has left me
scarred...

and deformed.

But I assure you.

My resolve has never
been stronger!

Stop! No!

♪♪

In order to ensure
the security...

and continuing
stability,

the Republic will
be reorganized...

into the first
Galactic Empire!

For a safe...

and secure society.

So this is how
liberty dies.

With thunderous
applause.

The war is over.

Lord Sidious promised
us peace. We only want-

♪♪

I have recalibrated the code, warning
all surviving Jedi to stay away.

For the clones...

to discover the recalibration
a long time it will take.

Wait. Master.

There is something
I must know.

If into the security
recordings you go,

only pain will
you find.

I must know the
truth, Master.

It can't be.

You have done well,
my new apprentice.

Now, Lord Vader,

go and bring peace
to the Empire.

I can't watch
any more.

Destroy the
Sith we must.

Send me to kill
the emperor.

I will not
kill Anakin.

To fight this Lord Sidious,
strong enough you are not.

He is like my brother.
I cannot do it.

Twisted by the dark side
young Skywalker has become.

The boy you trained,
gone he is.

Consumed by
Darth Vader.

I do not know where the
emperor has sent him.

I don't know
where to look.

Use your feelings, Obi-Wan,
and find him you will.

When was the last
time you saw him?

Yesterday. And do you
know where he is now?

No.

Padmé, I need
your help.

He is in grave danger.
From the Sith?

From himself.

Padmé,

Anakin has turned
to the dark side.

You're wrong. How could
you even say that?

I have seen a-a
security hologram...

of him...

killing younglings.

Not Anakin.
He couldn't.

He was deceived by a
lie. We all were.

It appears that the chancellor is
behind everything, including the war.

Palpatine is the Sith lord
we've been looking for.

After the death of Count Dooku,
Anakin became his new apprentice.

I don't believe you.

I can't.

Padmé,

I must find him.

You're going to kill
him, aren't you?

He has become a
very great threat.

I can't.

Anakin is the
father, isn't he?

I'm so sorry.

Milady, let me
come with you.

There's no danger. The fighting's
over. And this is personal.

As you wish, milady, but
I strongly disagree.

I'll be all right, Captain. This
is something I must do myself.

Besides, 3PO will
look after me.

Dear.

Do you know?

I think I'm beginning to get the
hang of this flying business.

The separatists have been
taken care of, my master.

It is finished then.

You have restored peace and
justice to the galaxy.

Send a message to the ships
of the Trade Federation.

All droid units must
shut down immediately.

Very good, my lord.

I saw your ship.

What are you doing out here?
I was so worried about you.

Obi-Wan told me
terrible things.

What things?

He said you've turned
to the dark side.

That you...

killed younglings.

Obi-Wan is trying to
turn you against me.

He cares about us.
Us?

He knows.

He wants to
help you.

Anakin, all I want
is your love.

Love won't save
you, Padmé.

Only my new powers can
do that. At what cost?

You're a good person.
Don't do this.

I won't lose you the
way I lost my mother.

I am becoming more powerful than
anyJedi has ever dreamed of.

And I'm doing it for
you. To protect you.

Come away with me.

Help me raise
our child.

Leave everything else behind while
we still can. Don't you see?

We don't have to
run away anymore.

I have brought peace
to the Republic.

I am more powerful
than the chancellor.

I- I can
overthrow him.

And together, you and I
can rule the galaxy,

make things the way
we want them to be.

I don't believe
what I'm hearing.

Obi-Wan was right.
You've changed.

I don't want to hear any
more about Obi-Wan.

The Jedi turned against me.
Don't you turn against me.

I don't know
you anymore.

Anakin,

you're breaking
my heart.

You're going down a
path I can't follow.

Because of Obi-Wan?

Because ofwhat
you've done.

What you plan to do.

Stop. Stop now.
Come back.

I love you. Liar!

No.

You're with him! You brought
him here to kill me.

- No.
- Let her go, Anakin.

Anakin.

Let her go.

You turned her
against me!

You have done
that yourself.

You will not take
her from me!

Your anger and your lust for
power have already done that.

You have allowed this dark lord
to twist your mind, until now-

until now you have become the
very thing you swore to destroy.

Don't lecture
me, Obi-Wan.

I see through the
lies of the Jedi.

I do not fear the
dark side as you do.

I have brought
peace,

freedom, justice...

and security to
my new empire.

Your new empire?

Don't make
me kill you.

Anakin, my allegiance is to
the Republic, to democracy!

If you're not
with me,

then you're
my enemy.

Only a Sith deals
in absolutes.

I will do
what I must.

You will try.

I hear a new apprentice
you have, Emperor.

Or should I call
you Darth Sidious?

Master Yoda.

You survived.

Surprised?

Your arrogance blinds
you, Master Yoda.

Now you will
experience...

the full power of
the dark side.

I have waited a
long time...

for this moment,

my little
green friend.

At last the Jedi
are no more.

Not if anything to
say about it I have.

Aaah!

At an end
your rule is.

And not short
enough it was.

If so powerful
you are,

why leave?

You will not
stop me.

Darth Vader will become more
powerful than either of us.

Faith in your new apprentice
misplaced may be.

As is your faith in the
dark side of the Force.

♪♪

♪♪

Hurry. Careful
timing we will need.

Activate your homing
beacon when you're ready.

There's no sign
of his body, sir.

Then he is not dead.
Double your search.

Yes, sir. Right
away, sir.

Tell Captain Kagi to prepare my
shuttle for immediate takeoff.

Yes, Master. I sense
Lord Vader is in danger.

Into exile
I must go.

Failed I have.

I have failed
you, Anakin.

I have failed you.

I should have known the Jedi
were plotting to take over.

Anakin, Chancellor
Palpatine is evil!

From my point ofview,
the Jedi are evil.

Well, then you
are lost!

♪♪

This is the end for
you, my master.

It's over, Anakin. I
have the high ground.

You underestimate
my power.

Don't try it.

You were the
chosen one!

It was said that you would
destroy the Sith, notjoin them!

Bring balance
to the Force,

not leave it
in darkness!

I hate you!

You were my
brother, Anakin.

I loved you.

Master Kenobi.

Um, we have Miss
Padmé on board.

Yes. Please,
please hurry.

We should leave this
dreadful place.

Obi-Wan.

Is Anakin all right?

Your Majesty,
this way.

There he is.

He's still alive.

Get a medical capsule
immediately.

Yes, sir.
Right away.

Excuse me,
Master Yoda.

Obi-Wan Kenobi has
made contact.

We'll take her to the
medical center. Quickly.

Medically, she's
completely healthy.

For reasons we can't
explain, we are losing her.

She's dying?
We don't know why.

She has lost the
will to live.

We need to operate quickly if
we are to save the babies.

Babies?

She's carrying
twins.

Ee-see-tah oy-doh.

Luke.

Luke.

Ooh-bah, ooh-bah.

Ooh-bah.

Ee-see-tah oy-dah.

It's a girl. Leia.

Obi-Wan?

There's good in him.

I know.

I know there's...

still-

♪♪

Lord Vader.

Can you hear me?

Yes, Master.

Where is Padmé?

Is she safe?

Is she all right?

It seems, in your
anger, you killed her.

I? I couldn't have.

She was alive.
I felt it!

No!

Hidden, safe the
children must be kept.

We must take them somewhere where the
Sith will not sense their presence.

Split up they
should be.

My wife and I will
take the girl.

We've always talked of
adopting a baby girl.

She will be
loved with us.

And what of the boy?

To Tatooine. To his
family send him.

I will take the child
and watch over him.

Until the time is right,
disappear we will.

Master Kenobi,
wait a moment.

In your solitude on Tatooine,
training I have for you.

Training?

An old friend has learned
the path to immortality.

One who has returned from the
netherworld of the Force.

Your old master.

Qui-Gon?

How to commune with
him I will teach you.

Captain Antilles.
Yes, Your Highness?

I'm placing these
droids in your care.

Treat them well.
Clean them up.

Have the protocol
droid's mind wiped.

What?

No.