War! The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere.
In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnaped Chancellor Palpatine, leader of the Galactic Senate.
As the Separatist Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive Chancellor.
Star Wars Episode 3General Grievous (the part alien/part droid leader of the Separatist military) has taken Supreme Chancellor Palpatine prisoner and they are both now on board the Trade Federation cruiser with Count Dooku above Coruscant. To the Republic and Confederacy of Independent Systems, this battle appears to be a defining moment in the Clone Wars, but Count Dooku and Palpatine planned this situation so they could be together and plan for the future. However, Palpatine’s true motives are to have Dooku killed and the Separatist movement destroyed.
Anakin and Obi-Wan are leading the Republic forces in the battle. During the fighting, Buzzer droids take off the head of Obi-Wan's R4 astromech droid on his star fighter and the Buzzers nearly get R2-D2 also, but Anakin saves them. Anakin and Obi-Wan land in the Trade Federation cruiser’s landing dock and enter the cruiser. The two Jedi encounter many obstacles. Anakin and Obi-Wan encounter General Grievous and his body guards. Grievous fights Obi-Wan and Anakin takes on the body guards. However, Grievous and his bodyguards flee the cruiser and escape.
Next Anakin and Obi-Wan find Dooku where Palpatine is being held prisoner. Obi-Wan is either knocked out or distracted, which leaves Anakin to battle Dooku alone, while Palpatine cheers Anakin on.
Anakin SkywalkerAfter Anakin kills Dooku, the Trade Federation cruiser is crashing towards the surface of Coruscant, but Anakin saves the day with his piloting skills. Clone fire fighters arrive and quench the fire and everyone is safe.
Our heroes are welcomed back at the Galactic Senate. Palpatine personally thanks Anakin for his heroics and wants Anakin added to the Jedi Council. Anakin is placed on the Jedi Council. Palpatine invites Anakin to a theater show later that night.
Padme and other Senators are in the Supreme Chancellor's main office asking Palpatine to give up his leadership role as Supreme Chancellor.
The Jedi Council meets and assigns Obi-Wan to the planet Utapau to take out General Grievous and to help Plo Koon and Ki-Adi Mundi. Meanwhile Yoda goes to Kashyyyk (the Wookiee home world) for Alaya Secura and Anakin remains on Coruscant as Palpatine's bodyguard. Anakin is upset with all that and wants to be made a Jedi Master. Anakin has already been made a full-fledged Jedi Knight. Yoda speaks with Anakin about his attachments and death before leaving for Kashyyyk.
Padme AmidalaAnakin goes to Padme's apartment and stays with her until it is time to attend the theater show with Palpatine.
Padme holds a meeting regarding Palpatine with the likes of Bail Organa and Mon Mothma in attendance.
At the theater Palpatine explains to Anakin how a dictatorship would be best for the galaxy, why the Jedi are weak and other such topics. Later on, Anakin goes back to Padme. Anakin goes to sleep and is woken by a terrible nightmare.
Obi-Wan arrives on Utapau and watches as the Republic military is almost beaten in battle. As Obi-Wan’s clone troopers fight General Grievous’ battle droids, Obi-Wan chases General Grievous and his bodyguards. Obi-Wan rides on a lizard-like creature and eventually arrives at a cave. Obi-Wan proceeds to decimate all of Grievous’ body guards, but Grievous proves to be an apt opponent. Grievous mistakenly thinks he has defeated Obi-Wan and begins to tell Obi-Wan the true plans of Darth Sidious and Sidious’ true identity as Palpatine.
Obi-Wan Kenobi Obi-Wan manages to escape the icy-cold hand of death by killing Grievous with a laser blaster. It turns out that General Grievous is like the Trade Federation Control Ship from The Phantom Menace because Grievous controls all the Separatist battle droids in the galaxy. With Grievous dead, all the battle droids are off line. The Clone Wars come to an abrupt end with all the Separatist leaders going into hiding.
Yoda helps Chewbacca and the other Wookiees defeat the battle droids on Kashyyyk.
Obi-Wan immediately contacts Mace Windu by hologram tells Windu that Darth Sidious is Chancellor Palpatine. Anakin leaves Padme while she is sleeping and heads to Palpatine's office. Anakin finds Mace Windu and other Jedi Masters battling Palpatine. Anakin is confused and can’t tell what is really going on. Anakin begins to protect Palpatine and takes out all the Jedi except Mace Windu, who remains conscious. Fatefully, Anakin chooses to turn to the dark side to kill Mace Windu and joins the Sith Order while Palpatine explains everything while they take on Windu.
After Palpatine explains the true nature of things to Anakin, Anakin takes some clone troopers into the Jedi Temple and they kill everyone there including the Jedi children.
PalpatineNext Palpatine declares himself Emperor in the Galactic Senate and brands the Jedi as the enemy of the galaxy. The security guards won't allow Bail Organa to enter so that Organa can oppose Palpatine’s take over of the galaxy.
In massive attacks, the clone troopers turn against their Jedi leaders. This includes Commander Cody on Utapau with Obi-Wan and the clone troopers with Yoda on Kashyyyk. Luckily Chewbacca and the Wookiees save Yoda.
Yoda goes back to the Jedi Temple on Coruscant to find the entire Jedi Council dead. Yoda watches footage of Anakin killing the younglings and bowing to Palpatine. In the most amazing battle of all time, Darth Sidious steps out of the shadows of the Jedi Temple and proceeds to take down Yoda. This fierce battle ends with Yoda defeated and Sidious Force pushes Yoda off the top of the Jedi Temple. Bail Organa arrives to catch the falling Yoda in his speeder. Organa is then briefly chased by clone troopers, but manages to escape.
Bail Organa and Yoda head for Alderaan, where Organa holds a secret meeting and establishes the Rebel Alliance.
YodaObi-Wan contacts Yoda and finds out from Yoda the terrible events that have recently unfolded. Obi-Wan finds Padme and learns everything from her and then Obi-Wan takes her and the droids (C-3PO and R2-D2) to Alderaan.
Anakin goes to Padme's apartment on Coruscant, but finds her abode empty. Palpatine tells Anakin that the Jedi have taken Padme. Next Palpatine orders Anakin to go to Mustafar to kill all the remaining Separatist leaders.
By using the Force, Obi-Wan can sense that Anakin is on Mustafar. Padme wants to go with Obi-Wan and R2-D2, but Obi-Wan won’t allow her to join them. Padme leaves Alderaan with C-3PO.
Anakin proceeds to kill all the Separatist leaders hiding in the Separatist base on Mustafar. Padme confronts Anakin and Obi-Wan arrives on Mustafar. Anakin chokes Padme and Force pushes her against a nearby wall, knocking her unconscious. The legendary Anakin vs. Obi-Wan duel commences. Anakin and Obi-Wan move outside the Separatist base and up the volcano, which starts to erupt.
Anakin is much more powerful than Obi-Wan, but Obi-Wan turns Anakin's colossal strength into Anakin’s weakness so that Anakin is unable to think clearly and thereby Anakin makes mistakes. Obi-Wan pushes Anakin into the molten lava pit. Lava flows endanger the lives of our heroes.
Mace WinduMeanwhile, R2-D2 and C-3PO have been trying to rescue Padme from the lava and they are found by Yoda and Bail Organa in the Tantive IV at the last possible moment of survival. Yoda and Organa also save Obi-Wan from the lava danger.
Padme begins to go into premature labor and our heroes land on nearby Utapau where Tion Meddon and his droids attempt to save Padme and the Skywalker twins. However, Padme dies after giving birth to the twins. She dies in the arms of Obi-Wan.
Palpatine's people remove Anakin from the lava pit and place Anakin into the Darth Vader mask and armor. When Anakin regains consciousness, he is so angry that he has caused the death of Padme that Anakin uses the Force to destroy the medical droids and lab with his mind and breaks free from being held on the table. This Force explosion even manages to disfigure Palpatine.
Through the Force, Obi-Wan and Yoda sense that Anakin is still alive. Bail Organa drops Obi-Wan and baby Luke off on Tatooine. Yoda is then taken to Dagobah. Organa then heads to Naboo and orders his captain to wipe the memory banks of R2-D2 and C-3PO.
Darth VaderBail Organa with baby Leia, his wife, the Queen of Naboo and Naboo dignitaries attend Padme's funeral march on Naboo.
On Tatooine, Obi-Wan hands baby Luke over to Owen and Beru Lars.
From the deck of a star destroyer, Darth Vader, Palpatine and Tarkin watch the death star being constructed.
Fade to black.