PLOT

Above Coruscant, Obi-Wan Kenobi and Anakin Skywalker lead a mission to rescue the kidnapped Supreme Chancellor Palpatine from the cyborg Separatist commander General Grievous. After infiltrating Grievous' flagship, the Jedi battle Sith Lord Count Dooku, whom Anakin overpowers and decapitates at Palpatine's urging. Grievous escapes the battle-torn ship, which the Jedi crash-land on Coruscant. There, Anakin reunites with his wife, Padmé Amidala, who reveals that she is pregnant. While initially excited, Anakin soon begins to have nightmares about Padmé dying in childbirth.

Palpatine appoints Anakin to the Jedi Council as his personal representative. The Council, suspicious of Palpatine, approve the appointment, but decline to grant Anakin the rank of Jedi Master and instead instruct him to spy on Palpatine, diminishing Anakin's trust in the Jedi. Obi-Wan travels to Utapau, where he kills Grievous, and Yoda travels to the Wookiee homeworld of Kashyyyk to defend it from a Separatist invasion. Meanwhile, Palpatine tempts Anakin with his knowledge of the Force, including the power to prevent death, which he offers to teach him to save Padmé's life. Anakin deduces that he is the Sith lord behind the war and reports Palpatine's treachery to Mace Windu, who confronts and subdues him. Desperate to save Padmé's life, Anakin disarms Windu before he can kill Palpatine, who sends Windu falling to his death. Anakin pledges himself to the Sith, and Palpatine knights him Darth Vader.

Palpatine then issues Order 66, which commands the clone troopers to kill their commanding Jedi officers, thus sending the Jedi Order into near-extinction. Meanwhile, Vader and a battalion of clone troopers kill the remaining Jedi in the Jedi Temple, after which Vader travels to the volcanic planet Mustafar to assassinate the Separatist leaders. Palpatine declares himself Emperor before the Galactic Senate, transforming the Republic into the Galactic Empire, and denounces the Jedi as traitors. Having survived the chaos, Obi-Wan and Yoda return to Coruscant and learn of Anakin's turn to the dark side. Yoda orders Obi-Wan to confront Vader while he faces Palpatine.

When Padmé learns of Anakin's treachery, she travels to Mustafar – with Obi-Wan stowing away on her ship – and implores Vader to abandon the dark side, but he refuses. Sensing Obi-Wan's presence, and thinking that they are conspiring to kill him, Vader angrily uses the Force to strangle Padmé to unconsciousness. Obi-Wan then engages Vader in a lightsaber duel that ends with Obi-Wan severing Vader's legs and left arm. Obi-Wan retrieves Vader's lightsaber and leaves him for dead at the bank of a lava flow.

On Coruscant, Yoda battles Palpatine until their duel reaches a stalemate. Yoda then flees with Senator Bail Organa and regroups with Obi-Wan and Padmé on the planetoid Polis Massa. There, Padmé gives birth to twins, whom she names Luke and Leia, and dies soon after, having lost her will to live. On Mustafar, Palpatine retrieves a barely alive Vader and takes him to Coruscant, where his mutilated body is treated and covered in a black armored suit. Palpatine tells him that he killed Padmé out of anger, devastating Vader.

Obi-Wan and Yoda plan to conceal the twins from the Sith and go into exile until the time is right to challenge the Empire. As Padmé's funeral takes place on her homeworld of Naboo, Palpatine and Vader supervise the construction of the Death Star. Bail takes Leia to his homeworld of Alderaan, where he and his wife adopt her, while Obi-Wan delivers Luke to his step-uncle and aunt, Owen and Beru Lars, on Tatooine before going into exile to watch over the boy.

CAST

Ewan McGregor as Obi-Wan Kenobi,

Natalie Portman as Padmé Amidala,

Hayden Christensen as Anakin Skywalker,

Ian McDiarmid as Palpatine / Darth Sidious, the Supreme Chancellor of the Galactic Republic who is secretly a Sith Lord, and later the founder and leader of the Galactic Empire.

Samuel L. Jackson as Mace Windu, a Jedi Master and senior member of the Jedi Council.

Jimmy Smits as Bail Organa, a senator of Alderaan.

Christopher Lee as Count Dooku / Darth Tyranus, Darth Sidious' Sith apprentice and leader of the Separatists.

Anthony Daniels as C-3PO, Anakin and Padmé's personal protocol droid that Anakin created as a child.

Kenny Baker as R2-D2, Anakin's astromech droid.

Frank Oz as the voice of Yoda, a Jedi Grandmaster and the leader of the Jedi Council.

Peter Mayhew, Oliver Ford Davies, Ahmed Best, and Silas Carson reprise their roles as Chewbacca, Sio Bibble, Jar Jar Binks, and Nute Gunray and Ki-Adi-Mundi, respectively. Joel Edgerton and Bonnie Piesse also make cameo appearances, reprising their roles as Owen and Beru Lars respectively. Sound engineer Matthew Wood provides the voice of General Grievous, Temuera Morrison portrays Commander Cody and the rest of the clone troopers; Bruce Spence portrays Tion Medon; Jeremy Bulloch appears as Captain Colton; Genevieve O'Reilly portrays senator Mon Mothma, though her scene was ultimately cut. Rohan Nichol portrays Captain Raymus Antilles.

Wayne Pygram appears as a young Wilhuff Tarkin, and stunt coordinator Nick Gillard appears as a Jedi named Cin Drallig (his name spelled backward, without the 'k'). Editor Roger Barton's son Aidan Barton portrays Luke Skywalker and Leia Organa as infants. James Earl Jones makes an uncredited cameo appearance, reprising his role from previous films as the voice of Darth Vader.

Director and Star Wars creator George Lucas has a cameo as Baron Papanoida,Lucas' son Jett portrays Zett Jukassa,. One of Lucas' daughters, Amanda, appears as Terr Taneel, while his other daughter Katie plays a blue-skinned Pantoran named Chi Eekway,

ADDITIONAL INFORMATION

the final installment in the Star Wars prequel trilogy, the third chapter in the Skywalker saga and the sixth Star Wars film to be released overall.