The Clone Wars reach their devastating climax as the sinister Chancellor Palpatine reveals his true identity as a Sith Lord to the young Jedi Knight Anakin Skywalker. Haunted by premonitions of his wife Padmé's death and disillusioned by the Jedi Council's secrecy, Anakin is seduced by Palpatine's promises of power to save those he loves. As the Republic crumbles into the Galactic Empire and Order 66 is executed to purge the Jedi Order, Anakin descends into darkness, leading to a tragic and volcanic confrontation with his master, Obi-Wan Kenobi, that will forever reshape the galaxy.
Information |
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Language |
English |
Country |
United States |
Premiere date |
May 19, 2005 |
Running time |
140 minutes |
Genre |
Sci-Fi Action Adventure |
Budget |
$113,000,000 |
Box Office |
$868,390,560 |
Crew |
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Directed by |
George Lucas |
Produced by |
Rick McCallum |
Written by |
George Lucas |
Music by |
John Williams |
Cinematography |
David Tattersall |
Edited by |
Roger Barton Ben Burtt |
Production Co. |
Lucasfilm Ltd. |
Distributed by |
20th Century Fox |
Top Cast |
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Official Trailer |
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Movie Collection |
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Movie Order: #06 in Star Wars Collection
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The Plot
The Chaos Above Coruscant
Three years of grueling conflict have passed since the spark of the Clone Wars. The Galactic Republic now finds itself locked in a desperate struggle against the Confederacy of Independent Systems, led by the formidable Sith Lord Count Dooku. In a daring and unprecedented move, the Separatist droid army, under the command of the lethal cyborg General Grievous, has struck at the very heart of the Republic. Amidst the swirling fire of a massive space battle above the ecumenopolis of Coruscant, Supreme Chancellor Sheev Palpatine has been captured. Racing into the fray to rescue the leader of the Senate are Jedi Master Obi-Wan Kenobi and his former apprentice, the now-legendary Jedi Knight Anakin Skywalker. As they dive into the Separatist armada, Anakin flashes a confident smile, remarking, "This is where the fun begins!"
The mission is fraught with peril from the outset. As they weave through laser fire, Obi-Wan’s starfighter is swarmed by sabotage-hungry buzz droids. His astromech, R4-P17, is brutally destroyed before his eyes. In a frantic attempt to help, Anakin inadvertently blasts his Master’s wing, leading Obi-Wan to dryly suggest he "hold his fire." Despite the damage, Anakin refuses to leave his mentor behind. Using his own ship’s wing to physically knock the droids away, the duo manages to reach Grievous’s flagship, the Invisible Hand. Anakin executes a daring maneuver to disable the hangar's shield generator, and the two Jedi crash-land into the docking bay just as the emergency breach doors slam shut.
The Fate of Count Dooku
Inside the flagship, Anakin and Obi-Wan fight their way through waves of droids, eventually reaching the observation deck where the Chancellor is held captive. There, they are confronted by Count Dooku. "I sense great fear in you, Skywalker," Dooku taunts, sensing the inner turmoil of the young Jedi. "You have hate. You have anger. But you don't use them." The ensuing lightsaber duel is a display of master-class swordsmanship, but Dooku manages to isolate the Jedi. Using a powerful Force choke, he renders Obi-Wan unconscious and hurls him across the room, leaving Anakin to face the Sith Lord alone.
Fueled by the Chancellor’s encouragement and his own mounting frustration, Anakin taps into the dark side, overwhelming Dooku and severing both of the Count’s hands. Standing over the defeated Sith with two blades at his throat, Anakin hesitates. Palpatine, revealing a sinister glint in his eye, commands him: "Kill him. Kill him now." Despite the Jedi code forbidding the execution of an unarmed prisoner, Anakin gives in to the pressure and decapitates Dooku. As the Count’s head rolls away, Anakin is immediate struck by remorse, yet the Chancellor dismisses his concerns, insisting the act was necessary. Even as the Invisible Hand begins a catastrophic descent into the atmosphere, Anakin refuses to abandon the unconscious Obi-Wan, carrying him on his back through the crumbling ship.
A Narrow Escape and Happy Reunions
The Jedi and the Chancellor are eventually captured by General Grievous and brought to the bridge. However, R2-D2 provides a timely distraction, allowing the Jedi to reclaim their weapons. A fierce skirmish erupts, during which Obi-Wan and Anakin dismantle Grievous's elite MagnaGuards. Realizing the ship is doomed, Grievous shatters the bridge windows and escapes into the vacuum, fleeing to a nearby Separatist vessel. Left with a disintegrating ship that is literally breaking in half, Anakin displays his extraordinary piloting skills by guiding the remains of the Invisible Hand to a "happy landing" on a Coruscant industrial platform.
In the aftermath of the rescue, Anakin is hailed as a hero. In the shadows of the Senate, he is reunited with his secret wife, Padmé Amidala. Their joy is compounded when she reveals she is pregnant. However, Anakin’s happiness is short-lived. He begins to suffer from vivid, agonizing nightmares of Padmé dying in childbirth. Haunted by the memory of his mother’s death, Anakin vows that he will not let this vision come true, regardless of the cost.
Seeds of Distrust
Meanwhile, the political landscape shifts as the Senate grants Chancellor Palpatine unprecedented emergency powers. Palpatine, distrustful of the Jedi Council, requests Anakin to be his personal representative on the Council. The Jedi Masters begrudgingly accept the appointment but refuse to grant Anakin the rank of Master—an insult that leaves Anakin fuming. Matters worsen when Obi-Wan privately reveals that the Council wants Anakin to spy on the Chancellor. Caught between his loyalty to his mentor and his friendship with Palpatine, Anakin feels increasingly alienated from the Jedi Order.
On the distant world of Utapau, General Grievous arrives to meet the Separatist Council. On orders from Darth Sidious, he prepares to move the leaders to the volcanic world of Mustafar. Sidious assures Grievous that the war is nearing its end and that he will soon have a new apprentice, one "far younger and more powerful" than Dooku ever was.
The Tragedy of Darth Plagueis the Wise
At the Galaxies Opera House, Palpatine invites Anakin to a private performance. During their conversation, Palpatine reveals that Clone Intelligence has located Grievous on Utapau. He then pivots to a more seductive topic: the legend of Darth Plagueis the Wise. He describes a Sith Lord so powerful he could influence the midi-chlorians to create life and prevent those he cared about from dying. This "unnatural" power immediately captivates Anakin, who sees it as the solution to his visions of Padmé’s death. When Anakin asks if such a power can be learned, Palpatine delivers the chilling answer: "Not from a Jedi."
The Council decides to send Obi-Wan to Utapau to confront Grievous, ignoring Anakin’s desire for the mission. Before Obi-Wan departs, Anakin apologizes for his recent behavior, and the two share a final, poignant moment as friends. Obi-Wan praises Anakin's wisdom and strength, telling him he is a far greater Jedi than he could ever hope to be. It is the last time they will speak as brothers.
The Fall of the General and the Rise of the Sith
On Utapau, Obi-Wan confronts Grievous in a spectacular duel. The General reveals his ability to wield four lightsabers simultaneously, but Obi-Wan’s mastery of the defensive Form III allows him to hold his ground. After a high-speed chase across the sinkhole city on the varactyl Boga, Obi-Wan corners Grievous on a landing platform. In a brutal physical struggle, Obi-Wan pries open the General’s chest plates and fires multiple blaster bolts into his exposed internal organs. The cyborg commander erupts in flames and dies, signaling the beginning of the end for the Separatist cause.
Back on Coruscant, the truth finally comes to light. Palpatine reveals his true identity to Anakin, confirming he is the Sith Lord Darth Sidious. Anakin is initially horrified and threatens to kill him, but Palpatine plays on his fears for Padmé, whispering that only through him can she be saved. Torn, Anakin reports the revelation to Mace Windu. Windu, wary of Anakin's emotional state, orders him to stay at the Temple while he and three other Masters—Kit Fisto, Agen Kolar, and Saesee Tiin—go to arrest the Chancellor.
Betrayal in the Chancellor’s Office
Mace Windu and his team confront Palpatine, but the Sith Lord moves with unnatural speed, slaying Kolar, Tiin, and Fisto in seconds. A fierce duel erupts between Windu and Sidious, eventually moving to the window ledge. Windu manages to disarm the Chancellor just as Anakin arrives. As Palpatine unleashes Force lightning, Windu deflects it back, leaving the Sith’s face hideously scarred and deformed. Anakin, desperate to keep Palpatine alive for his knowledge of how to save Padmé, pleads for him to be put on trial. When Windu moves to deliver the killing blow, Anakin draws his blade and severs the Master’s hand. Seizing the opportunity, Sidious blasts Windu out the window to his death with a scream of "Unlimited power!"
Devastated by his actions, Anakin realizes there is no turning back. He kneels before the Sith Lord, pledging his life to his teachings. Sidious dubs him "Darth Vader." His first orders are cold and absolute: Vader is to lead the 501st Legion to the Jedi Temple and "do what must be done," while the clone commanders across the galaxy receive a singular command: "Execute Order 66."
Order 66: The Great Jedi Purge
The galaxy turns red with betrayal. From the jungles of Felucia to the bridges of Mygeeto, Jedi Generals are gunned down by the clones they once led. On Utapau, Obi-Wan narrowly survives a blast from an AT-TE, while on Kashyyyk, Yoda senses the deaths of thousands of Jedi. He narrowly avoids an assassination attempt by Commander Gree, beheading the clone before escaping with the help of the Wookiees Tarfful and Chewbacca. At the Jedi Temple, Vader carries out a horrific massacre, personally striking down Jedi of all ages, including the defenseless younglings hiding in the Council chambers.
Senator Bail Organa witnesses the slaughter at the Temple gates and flees, eventually rescuing Obi-Wan and Yoda. Returning to the Temple to disable a beacon intended to lure surviving Jedi to their deaths, Obi-Wan views the security recordings. His heart breaks as he sees Anakin—his "brother"—kneeling before Sidious and murdering children. Yoda insists that Anakin is gone, consumed by Vader, and that the only way to save the galaxy is to destroy the Sith. Yoda sets out to confront the Emperor, while a reluctant Obi-Wan is sent to find and kill his former apprentice.
The Duel of the Fates on Mustafar
Vader travels to Mustafar, where he ruthlessly executes the remaining Separatist leaders, ending the war with a bloodbath. Padmé, distraught after a visit from Obi-Wan, travels to Mustafar to find Anakin. Obi-Wan secretly stows away on her ship. When she arrives, she finds a man she no longer recognizes—one who speaks of overthrowing the Emperor and ruling the galaxy. When Obi-Wan appears on the ship’s ramp, Vader’s jealousy consumes him. Believing Padmé has betrayed him, he uses the Force to choke her into unconsciousness.
"You have allowed this Dark Lord to twist your mind until now... now you have become the very thing you swore to destroy," Obi-Wan laments. The two engage in a cataclysmic duel across the volcanic mining facility. They clash over rivers of lava and falling structures, their skills perfectly matched. Meanwhile, in the heart of the Senate, Yoda and Sidious engage in a battle of titans, throwing Senate pods and unleashing torrents of Force energy. Ultimately, Yoda is unable to defeat the Emperor and is forced into exile.
The High Ground and the Breath of Vader
On Mustafar, the duel reaches its climax on the banks of a lava river. Obi-Wan leaps to the safety of a high embankment, warning Vader: "It’s over, Anakin! I have the high ground!" Blinded by rage and arrogance, Vader attempts to leap over him. With a single stroke, Obi-Wan severs Vader’s remaining organic limbs. As Vader slides toward the lava, Obi-Wan cries out in agony, "You were the Chosen One! It was said that you would destroy the Sith, not join them! Bring balance to the Force, not leave it in darkness!" Vader, his body igniting in flames, screams "I hate you!" as Obi-Wan walks away, unable to watch his friend burn, but taking Anakin's lightsaber with him.
Sidious arrives on Mustafar to rescue his broken apprentice. On the asteroid Polis Massa, Padmé is brought to medical droids. She has lost the will to live, but before she dies, she gives birth to twins—Luke and Leia. With her final breath, she tells Obi-Wan, "There is good in him. I know there is." Simultaneously, on Coruscant, Vader is encased in the iconic black armor that will sustain his life. When he asks for Padmé, Sidious lies, telling him that in his anger, Vader killed her. Vader’s scream of despair echoes through the Force, shattering the laboratory around him.
A New Hope Dawns
To protect the children, Obi-Wan, Yoda, and Bail Organa agree to separate them. Leia is taken to Alderaan to be raised as a princess by Bail and his wife. Luke is taken to the desert world of Tatooine to live with his aunt and uncle, Owen and Beru Lars. Yoda instructs Obi-Wan on how to communicate with the spirit of Qui-Gon Jinn, preparing him for the long years of solitude ahead. On the bridge of an Imperial Star Destroyer, Vader and the Emperor oversee the early construction of the Death Star alongside Tarkin.
The saga of the prequels concludes on the sands of Tatooine. Obi-Wan hands the infant Luke to Beru and rides off into the Jundland Wastes. Owen and Beru stand before the horizon, clutching the child who represents the galaxy's last hope, as the twin suns of Tatooine set on the era of the Republic and rise on the dark reign of the Empire.
