The explosive Clone Wars conflicts arrives on Coruscant. The wicked General Grievous has kidnapped Chancellor Palpatine, and escapes the capital with his prize hostage. Anakin Skywalker and Obi-Wan Kenobi, heroes of the Clone Wars, race in pursuit aboard their tiny Jedi starfighters.

Anakin and Obi-Wan fly their fighters directly into Grievous' flagship, and make their way through the ship's massive interior. They find the Chancellor, bound in a chair within the general's quarters. Awaiting their arrival is the Sith Lord, Count Dooku, who engages them in a lightsaber duel.

Anakin and Obi-Wan face Dooku in tandem. He is a skilled duelist. Dooku uses the Force to batter Obi-Wan unconscious, leaving Anakin alone to face his enemy. Anakin's abilities have grown since last they fought. Anakin disarms Dooku, and at Palpatine's goading, he kills the Count, despite such a cold act being against the Jedi way.

Anakin carries Obi-Wan's unconscious form as he and Chancellor Palpatine attempt to escape the cruiser. The ongoing space battle outside has crippled Grievous' flagship, causing all sorts of dangerous malfunctions aboard, including shifting artificial gravity that makes it feel as if the ship is spinning.

Obi-Wan awakens, and the trio try to reach the hangar bay to search for a working escape craft. Instead, they are caught in a containing ray shield and surrounded by battle droids.

The captives are brought before the evil General Grievous, a cyborg warlord who boasts about his triumph. But the Jedi escape their bonds and attack their captors. The cowardly Grievous retreats through a broken viewport, leaving the Jedi and the Chancellor behind.

The damaged cruiser begins plummeting through the atmosphere. It's up to Anakin -- daredevil pilot -- to guide the wilting vessel down to Coruscant's surface. The strain of re-entry splits the ship in half, but Anakin keeps the forward section of the ship flying true.

The smoldering cruiser segment punches through the atmosphere. It is soon flanked by fire ships that attempt to douse the flames. Anakin pilots the craft into a screeching, sliding landing and succeeds in safely returning the Chancellor back to Coruscant. He is once again a hero.

Despite the praise, Anakin's single focus on returning to Coruscant after an extended tour of duty in the Outer Rim is seeing his wife, Padmé Amidala. They are secretly married, and very much in love. Padmé surprises Anakin with the news that she is pregnant. The child will make their marriage impossible to conceal.

That night, Anakin is plagued by nightmares of Padmé in danger. He sees her painfully dying during childbirth. Skywalker awakens terrified. His dreams have a disturbing way of becoming true.

The next day, Anakin seeks counsel from Jedi Master Yoda. Skywalker is careful not to reveal that he is married, but he does describe visions of a loved one in peril. Yoda advises Anakin that he must let go of his attachments, to be beyond mourning and loss. This is something Anakin cannot do.

A grateful Supreme Chancellor Palpatine requests an audience with Anakin. The two have been friends for over a decade. The Chancellor, fearing that his relationship with the Jedi Council has grown frayed during the Clone Wars, asks Anakin to serve as his personal representative on the Jedi Council.

Anakin presents this to the Council. The Jedi Masters allow Anakin to sit on the Council, but do not grant him the rank of Jedi Master. This bothers Anakin -- do the Jedi not trust him?

After the Council session, Obi-Wan speaks privately with Anakin, warning him of his friendship with Palpatine. Kenobi also gives Anakin the unofficial assignment of reporting on the Chancellor's activities to the Council. Anakin is incensed -- the Jedi Council wants him to spy on the Chancellor. His loyalties are divided.

Mace Windu, Yoda and Obi-Wan Kenobi discuss Anakin's growing frustration. Mace doesn't like the idea of the Chancellor being so close to a Jedi Knight -- he doesn't trust Anakin or Palpatine. Obi-Wan reminds the Jedi Masters that Anakin is the Chosen One of Jedi prophecy, but Yoda warns that the prophecy could have been misread, and the notion of balance in the Force may not be what the Jedi believe it to be.

Anakin is now a man torn by divided loyalties. The Jedi Council has made clear its distrust of him, yet it wants him to spy on a man he respects as a mentor. Even his wife is wary of Palpatine's motives during the war. Anakin tries to focus on Padmé and their child, but he cannot shake the visions of her death.

That night, when Anakin reports progress in the war against the Separatists to Chancellor Palpatine, the politician asks Skywalker to join him in his opera box. Palpatine proceeds to tell Anakin of an old Sith legend, the Tragedy of Darth Plagueis. He was a Sith Lord so powerful that it was said he could prevent others from dying. Anakin is intrigued by this. Perhaps this Sith power could save Padmé.

Meanwhile, the Clone Wars continue to rage across the galaxy. On Kashyyyk, Jedi Master Yoda helps lead battalions of clones and Wookiee warriors into combat against battle droid invaders.

Clone intelligence reports have pinpointed General Grievous' location in the Utapau system. The Jedi Council assigns Obi-Wan Kenobi the task of tracking down the general. Anakin says farewell to Obi-Wan, and apologizes for his frustration of late. Obi-Wan assures Anakin that he will be a great Jedi Master someday. And with that, the two friends depart -- the last time they will see each other as friends.

Obi-Wan lands his Jedi starfighter in one of the sinkhole cities of Utapau, and meets a native administrator, Tion Medon. The Utapaun discreetly tells Obi-Wan that General Grievous is hiding within the upper levels of the sinkhole with thousands of battle droids.

Undaunted, Obi-Wan rides a native lizard beast named Boga up to the Tenth Level and confronts General Grievous. The cyborg warlord splits his arms so he can wield four lightsabers at a time, and attacks Kenobi. The confident Jedi Master cuts through Grievous' offensive.

Disarmed, Grievous flees into a nearby wheelbike, and races off into the city. Obi-Wan leaps onto his lizard, Boga, and gives chase.

Meanwhile, on Coruscant, Anakin tells the Chancellor that Kenobi has engaged Grievous. The war nears its end. Palpatine surprises Anakin by offering to help him with his visions of Padmé.

Anakin comes to realize that Palpatine is a Sith Lord, trained in the ways of the Force. Anakin ignites his lightsaber, and holds Palpatine at bay, but the kind-faced Chancellor does not attack. Instead, he offers Anakin a pathway to power that could save Padmé from certain death.

On Utapau, Obi-Wan chases Grievous to a landing platform where the general's starfighter awaits. The two get banged and battered in a knuckle-crunching brawl, but Obi-Wan emerges victorious when he is able to pry open Grievous' chest plate, and use a blaster to explode the vulnerable gut sac concealed within. Grievous shudders as he dies.

Anakin tells Mace Windu the shocking news about Palpatine. Mace realizes the worst fears of the Jedi are true: the Sith have returned and are in control of the galaxy. Mace orders Anakin to stay in the Jedi Temple while he goes to arrest the Chancellor.

The Jedi Order will take stewardship of the Republic with the Chancellor out of commission. Confronted by this truth, Palpatine calls the Jedi traitors. Mace and a trio of Jedi Masters ignite their blades, placing Palpatine under arrest.

Palpatine does not go quietly. From his sleeve, he produces a scarlet-bladed lightsaber. He leaps into combat fueled by the power of the dark side. The Sith Lord quickly kills three of the Jedi Masters, and engages in a heated duel with the powerful Mace Windu.

Windu disarms Palpatine, and forces the Sith Lord into the corner of his spacious office window. Palpatine defends himself with bolts of Force lightning emitted from his fingertips. Mace deflects the bolts back, and the powerful lightning ravages Palpatine's face. Anakin, unable to stay behind, races into the Chancellor's chambers to witness this horrible sight. Palpatine pleads for Anakin to help him.

Anakin cannot have Mace kill Palpatine, so he ignites his lightsaber blade and shears off Mace's sword hand. Unable to defend himself from Palpatine's Force lightning, Mace is blasted by bolts of the dark side, and his body is sent soaring over the Coruscant cityscape. Anakin has made his choice. He has sided with the dark side.

Palpatine stands before Anakin. He has now fully adopted his Sith identity of Darth Sidious. The Chancellor bestows a Sith title onto his new apprentice: Darth Vader. Sidious envisions a galaxy of order and peace, but first, the Jedi must be eliminated. He tasks Vader to do the dark deed, for only then will Vader be so powered by the dark side as to be unstoppable.

Darth Vader and his loyal clone troopers march upon the Jedi Temple. They attack the Jedi as enemies of the Republic. Vader is merciless. He even cuts down defenseless Jedi younglings.

Darth Sidious communicates with the clone forces scattered throughout the galaxy, and gives the command to "Execute Order 66." This top secret order identifies all Jedi as traitors to the Republic who must be destroyed.

On battlefronts throughout the Clone Wars, clone troopers turn against their generals. Clone Commander Bly opens fire on Aayla Secura on Felucia. Clone Commander Bacara kills General Ki-Adi-Mundi on Mygeeto. Plo Koon is shot out of the sky by his clone wingmates on Cato Neimoidia. Clone Commander Cody orders the death of Obi-Wan on Utapau.

Obi-Wan and Yoda escape the trap, and are rescued by Bail Organa of Alderaan. The Senator witnessed the clones attacking the Jedi Temple and knew he needed to do something. Aboard his cruiser, the Jedi discuss their next steps. The clones have activated a homing beacon in the Jedi Temple, recalling all Jedi into a trap. Yoda and Obi-Wan must shut off that signal.

After the razing of the Jedi Temple, Anakin returns to Padmé and tells her the shocking news that the Jedi attempted to usurp the government. Anakin has been given an important assignment to Mustafar that could end the war. He confides in Padmé that he will return after this, so he could focus on her and raising a family.

Darth Sidious, as mastermind of the Clone Wars, has sent the leadership of the Separatist Alliance to Mustafar. Darth Vader arrives, and slaughters the Senators and trade barons, effectively wiping out the remnants of the Separatists. Vader sends a command signal that deactivates the droid armies of the Confederacy. The Clone Wars are over.

Yoda and Obi-Wan return to the Jedi Temple, cutting their way past clone trooper patrols to find the Temple strewn with Jedi bodies. Disturbingly, some of the dead Jedi appear to have been cut down by a lightsaber, and not clone trooper fire.

After deactivating the homing beacon, Obi-Wan cannot help but look into the Temple security recordings. There, he finds the terrible truth: it was Anakin that led the attack on the Jedi Temple. He has sworn loyalty to Darth Sidious.

In the Galactic Senate, a special session has been called by the Supreme Chancellor. The scarred and twisted leader blames his injuries on a Jedi rebellion that has been put down. Palpatine declares the Clone Wars over, and that the galaxy is poised on a new era of peace and security. To that end, the Galactic Republic will be reformed as the First Galactic Empire with Palpatine as its ruler. The Senate responds to this with thunderous applause.

Obi-Wan visits Padmé to find out Anakin's whereabouts. Padmé refuses to betray Anakin, even when Obi-Wan reveals that Anakin has become a Sith Lord and fallen to the dark side. Padmé cannot believe that Anakin would be capable of killing younglings. Though she doesn't tell Obi-Wan, she gets on her transport and flies to Mustafar to find the truth.

On the hellish world, Padmé confronts Anakin and discovers that Obi-Wan was right. Unbeknownst to Padmé, Obi-Wan has stowed away aboard her starship. When Anakin sees this, he assumes the worst -- that Obi-Wan and Padmé together have betrayed him. Enraged, Anakin begins to Force-choke his wife. She falls, injured, and Obi-Wan issues a challenge to Anakin.

Anakin can no longer see reason. The Jedi are his enemy. He must destroy Obi-Wan. The two former allies clash in a lengthy lightsaber duel that spans the length of a Mustafar mining facility. They are intensely focused on the duel, able to ignore the dangerous volcanic landscape around them.

Meanwhile, Master Yoda confronts Darth Sidious in the Senate chambers. The Sith Lord, having long plotted his conquest of the galaxy, delights in battling the Jedi. The lightsaber duel becomes an enormous conflict of the Force, shattering many Senate pods within the enormous rotunda.

Yoda is eventually outmatched by Sidious. Beaten, Yoda retreats into a maintenance tunnel and is rescued by Bail Organa. The crestfallen Jedi Master realizes the Sith have won, and he must now go into exile.

On Mustafar, the duel between Obi-Wan and Anakin intensifies. Their lightsaber strikes destroy the shield generator protecting the mining facility. The bursts of lava begin to burn away the factory, forcing Obi-Wan and Anakin onto floating platforms above the lava river.

Anakin overestimates his power and leaps high at Obi-Wan. With a swipe of his lightsaber, Kenobi shears off Anakin's arm and legs, leaving his former student maimed and crashing into the lava sand. Anakin bursts into flames, swearing vengeance and hatred to Obi-Wan, who sadly leaves his friend to die.

Obi-Wan returns to Padmé and takes her to nearby Polis Massa, where she gives birth to twins in an alien medical facility. Padmé names the boy Luke, and the girl Leia, and asks Obi-Wan to believe that there is still good in Anakin. Padmé gives the last of her life in delivering the children. For reasons unknown to the alien medics, she dies, thus fulfilling Anakin's nightmarish vision.

Darth Sidious collects the ruined body of his apprentice and returns with it to Coruscant. Attended by medical droids, Darth Vader is rebuilt as a fearsome cyborg, his face hidden behind a dark mask, and his breathing forever assisted by mechanical lungs. Sidious adds further injury when he tells his apprentice that, in his anger, Vader killed Padmé.

On Naboo, thousands of mourners gather to pay respects to Padmé Amidala. The details of her death are kept secret, as is any knowledge of her offspring. Yoda, Bail Organa and Obi-Wan agree to keep this information, and the children, safe.

The Sith Lords stand triumphant in command of the Galactic Empire. In a secluded sector, Darth Sidious and Darth Vader watch as the ultimate symbol of authority comes together -- the Death Star battle station. In time, it will enforce the rule of the Empire through fear.

Bail Organa takes the baby girl, Leia, to live in the Royal House of Alderaan. Leia will follow in her adoptive father's footsteps and become an idealistic Senator, a champion of freedom and justice in the time of the Empire.

Obi-Wan takes the infant Luke Skywalker to live with Owen and Beru on the Lars moisture farm. There, he will be raised by caring guardians, and not told about the exploits of his father. But Obi-Wan will watch him from a distance, waiting for when the time is right to rekindle a new hope in a dark galaxy.