The Galactic Republic is on the verge of
collapse under the stress of the Clone Wars, which have been raging
between the Galactic Republic and the Separatists for three years. General Grievous, the cyborg commander of the Separatist
Droid Army, kidnaps Supreme Chancellor Palpatine
in a surprise attack on the capital and attempts to escape. Jedi Knight Anakin Skywalker and Jedi Master Obi-Wan Kenobi fly in from the Outer Rim sieges to rescue
the Chancellor, who is being held captive on Grievous's flagship. There
they confront Count Dooku in a lightsaber
duel, which ends when Anakin murders a defeated Count Dooku in cold
blood at Palpatine's urging. The Jedi free the Chancellor and attempt to
escape the battle-torn flagship, but Grievous traps them inside and
escapes. Anakin pilots the disintegrating flagship to a
not-so-controlled crash on Coruscant. There, Anakin reunites with his
wife, Padmé Amidala, who reveals that she is pregnant. Anakin begins having nightmares of
Padmé dying in childbirth, eerily similar to the visions he had
of his mother before she died. Anakin resolves to prevent these
nightmares from becoming a reality.
Palpatine places Anakin on the Jedi
Council as his representative. The Council, who suspect Palpatine
of corruption, order Anakin to secretly monitor him, while denying the
headstrong young Jedi the rank of Master. Jedi Master Yoda,
meanwhile, travels to Kashyyyk with his clones in order to reinforce the
local Wookies. Angered by the insult and instructions to commit treason,
Anakin begins to lose faith in the Jedi. He also becomes intrigued when
Palpatine mentions the power to prevent death; an ability, Palpatine
claims, which can only be gained through the dark side of the Force. Obi-Wan is soon sent to the planet Utapau,
where he engages and destroys General Grievous. Back on Coruscant,
Palpatine reveals himself to Anakin as the Sith Lord
Darth Sidious, who has been controlling both sides of the war. Anakin
reports Palpatine's treachery to Jedi Master Mace
Windu, who engages and subdues Palpatine in a lightsaber duel.
Anakin, believing Palpatine is his only hope to save Padmé, intervenes
and cuts off Windu's dueling hand before he can execute Palpatine,
allowing the Sith Lord to kill the Jedi Master. Desperate for the power
to save his wife, Anakin then submits to the dark side and becomes
Palpatine's new apprentice, Darth Vader. Palpatine orders the clones to kill
their Jedi Generals throughout the galaxy and sends Anakin to the Jedi Temple to kill the Jedi there, including
the younglings, then sends him to Mustafar
to destroy the Separatist Council there.
Obi-Wan meets with Padmé, who refuses to believe that her husband has
turned to the dark side. She travels to Mustafar to meet up with
Anakin, unaware that Obi-Wan has secretly stowed aboard her spacecraft.
Just before Padmé arrives, Palpatine orders Anakin to shut down all
droid units. Once Padmé arrives, she confronts Anakin, but realizes that
Obi-Wan was telling the truth. However, Padmé begs Anakin to come back
and tell him she loves him, but he spots Obi-Wan aboard Padmé's ship and
accuses her of betraying him. Using the Force, he chokes her into
unconsciousness. Obi-Wan and Anakin then engage in a fierce lightsaber
duel across the mining facility and over a river of lava. Finally,
Obi-Wan manages to disengage and somersault onto the river's shore. He
severs Anakin's remaining organic limbs after he attempts to vault over
Obi-Wan. Anakin then slides down the bank and comes close enough to the
lava that it sets him on fire. Obi-Wan picks up Anakin's lightsaber and
leaves him to die, realizing that Anakin has become irrevocably consumed
by the dark side so much that there is no way to convince Anakin to
return loyal to the Jedi. Obi-Wan escorts the injured Padmé to the
asteroid Polis Massa
where he regroups with Senator Organa and Yoda, the latter of whom has
gone into self-imposed exile after dueling Palpatine to a stalemate in the
Senate Rotunda. Meanwhile, Palpatine finds his maimed apprentice and
takes him back to Coruscant to revive him.
Padmé gives birth to twins, a boy named Luke and a girl named Leia. Padmé insists to Obi-Wan that there is still
good in Anakin, and then dies. Meanwhile, Palpatine has Darth Vader
rebuilt in black cybernetic body armor with
advanced life support to keep him alive. When Vader inquires about
Padmé, he is told that he killed her in his own anger. This revelation
shatters what remains of Anakin's spirit and he screams in torment,
lashing outwardly with his power, destroying all around him. He is last
seen at Palpatine's side, overseeing the construction of the first Death
Star.
Since Anakin's children are the last hope for the galaxy, Obi-Wan, Yoda and Organa agree that they should
be separated and hidden. Yoda tells Obi-Wan that he has more training
prepared for him and tells him that his old master Qui-Gon
Jinn has learned how to become one with the Force, allowing him to
take form in the physical world as a Force Ghost. A funeral commences in
Naboo carrying Padmé, still holding the necklace that Anakin gave her.
Organa takes Leia to Alderaan to raise her with his wife, while Obi-Wan
takes Luke to Tatooine to be raised by his aunt and uncle. The
film ends with the young couple gazing at the twin suns.