The cyborg General Grievous has kidnapped Chancellor Palpatine. Anakin and Obi-wan go to rescue him on Grievous’ ship, The Invisible Hand, during a battle above Coruscant. They reach the Chancellor, where they are confronted by Count Dooku. Obi-wan is knocked out, but Anakin defeats him. Grievous captures them, they fight and he escapes. The three of them crash-land on Coruscant aboard The Invisible Hand. Padme meets Anakin in secret and tells him that she is pregnant. Then Anakin has a dream where Padme dies during childbirth. He already lost his mother in this way: having a vision in his dream; he is determined not to let it happen to Padme. The Chancellor places Anakin in the Council out of distrust toward the Jedi, but Anakin does not receive the title of master, infuriating him. Yoda will lead an attack group on Kashyyyk to help the Wookies. The Jedi then asks Anakin to spy on the Chancellor, putting Anakin in a difficult position. Palpatine tells Anakin that General Grievous is on the Utapau system. He tries to turn Anakin against the Jedi Council, asking him to think about their motives and telling him that Sith can save people from dying: one way to save Padme. Anakin becomes very confused. The Council suspecting him only makes them more suspicious to Anakin.
On Utapau, Obi-wan has located General Grievous who has just asked the Separatist leaders to move to Mustafar, where it will be safe. Obi-wan fights Grievous and destroys him with a blaster to the heart. The Jedi Council asks Anakin to tell Palpatine about Grievous to see his reaction. Palpatine finally reveals that he is a Sith lord, Darth Sidious, to be precise, and asks Anakin to be his dark apprentice. Anakin tells Mace Windu of this, who tells Anakin to wait in the Council chamber while they eliminate Darth Sidious. He obeys, but changes his mind and goes to the Chancellor’s chambers where Mace Windu is dueling Darth Sidious. Anakin stops Mace Windu before he kills Darth Sidious, who in turn kills Windu. Anakin’s path to the dark side is complete and he gives in to Darth Sidious, who gives Anakin the name Darth Vader. Then Sidious tells Anakin to go to the Jedi temple and destroy the Jedi there; now every Jedi is an enemy of the Republic. Darth Sidious then tells a clone commander to execute Order 66. Clone troopers apparently kill all the Jedi in the order spread throughout the galaxy, but fail to kill Obi-wan and Yoda. The Wookies help Yoda escape. Obi-wan and Yoda meet Bail Organa on his starship and decide to go to the Jedi temple to dismantle the signal that is ordering all Jedi to return to the temple. In the Senate chamber, Palpatine is announcing that the Jedi “rebellion” has been foiled, the Separatists have been defeated, and he will reorganize the Republic into the first galactic empire.
Obi-wan and Yoda have dismantled the coded signal and discover that Anakin killed all the Jedi in the temple. Yoda goes to fight Darth Sidious while Obi-wan reluctantly decides to go to Mustafar to confront Anakin. Obi-wan tells Padme about what Anakin did. She doesn’t believe him and goes to Mustafar to confirm it with Anakin, with Obi-wan secretly aboard her starship without her knowing. Padme speaks to Anakin and realizes that Obi-wan was right about Anakin. Just then, Obi-wan appears. Anakin thinks Padme brought him here to kill him. He Force-chokes Padme, leaving her unconscious. Anakin and Obi-wan have a furious battle. Anakin is defeated with serious burns and most of his limbs severed and Yoda barely escapes with his life fighting Darth Sidious. Obi-wan takes Padme to Polis Massa where she gives birth to twins, Luke and Leia. She dies minutes later and has her funeral on Naboo. Darth Sidious goes to Mustafar and retrieves Darth Vader, putting him in a black suit that will sustain his life and giving him mechanical limbs. They stand on the bridge of a Star Destroyer surveying a structure that will be the Death Star. Bail Organa adopts Leia and Obi-wan takes Luke to his step-uncle and aunt in Tatooine, where he will watch over him.
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