“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!” –Obi-Wan Kenobi

Sometimes the cliché is true; third time is the charm. After the poor reception of the first two Star Wars prequels, filmmaker George Lucas finally hit his directorial stride that he lost long ago with the final prequel Star Wars Episode III: Revenge of the Sith. The result of his efforts? The most underrated and darkest Star Wars film to date.

Star Wars Episode III: Revenge of the Sith takes place during the last days of the Clone Wars. The opening scrawl literally opens with the word “War!” then explains that the galaxy-wide conflict between the Galactic Republic and the Separatist Alliance has been devastating to the Republic. The Separatists, led by the Sith Lord Count Dooku (Christopher Lee) and his second-in-command the cyborg General Grievous (Matthew Wood), have kidnapped Chancellor Palpatine (Ian McDiarmid), the leader of the Republic. As the Separatists leaders try to flee Coruscant, the capital planet of the Republic with their hostage, a massive and ultimately decisive battle breaks out between two opposing space armadas over Coruscant.

Amidst the cluttered, epic space battle, two Jedi Knights, Obi-Wan Kenobi (Ewan McGregor) and Anakin Skywalker (Hayden Christensen), take their small fighter ships and infiltrate Grievous’ battlecruiser where Palpatine is being held. The Jedi fight their way to the captive chancellor. They soon confront Dooku and engage in a lightsaber duel where Obi-Wan is knocked unconscious, but they younger Jedi is able to defeat the Sith Lord. At Palpatine’s urging, Anakin beheads a surprised Dooku after some hesitation.

As Anakin tries to escape with Palpatine and Obi-Wan in tow, by this time, the battlecruiser has taken on severe damage from the space battle and is losing orbit. General Grievous manages to escape in a shuttle, leaving Anakin to pilot the battlecruiser and crash land it on the citified planet.

Later, amidst the celebration among Palpatine and other politicians over Dooku’s death and the war concluding, Anakin steals away to rendezvous with his wife Senator Padmé Amidala (Natalie Portman), whom he secretly married in defiance to Jedi rules that forbids romantic relationships. She reveals that she is pregnant, and although he is excited at first, that night he has dreams where she dies during childbirth, which unsettles him.

General Grievous arrives on the planet Utuapo, his base of operations, and confers via hologram with the Sith Lord Darth Sidious. The cloaked figure orders him to bring other Separatists leaders to the volcanic planet Mustafar and announces that soon he’ll have a younger, more powerful replacement for Dooku.

At the Jedi Temple on Coruscant, Anakin confides with Jedi Master Yoda (Frank Oz) about his premonitions. Yoda warns him about being obsessed with his visions and adds “The fear of loss is a path to the dark side.” The wizened Jedi tells Anakin that death is a part of life and those that die become one with the Force and that the living shouldn’t mourn them and to let go of his fears. Anakin is clearly unsatisfied with Yoda’s advice.

Later, Anakin meets with Palpatine, who appoints him to be his representative to the Jedi Council. This is against Jedi procedure since they make such appointments. The young Jedi is happy, thinking that he’ll become a Jedi Master, but is angered later by the Council. The other Jedi state that while they accept the appointment and he can sit in the Council, he won’t be made a Jedi Master. After the Council meeting concludes, Obi-Wan reveals to Anakin that the Council allowed the appointment because they want the young Jedi to report to them about Palpatine’s dealings. They no longer trust the chancellor who is amassing more executive powers and has stayed in office past his term. Anakin is disturbed by this but Obi-Wan reminds him that the Jedi are loyal to the Senate not its leaders and to not to let his friendship with Palpatine cloud his judgment.

At night, Anakin joins Palpatine at an opera and learns of Grievous’ location. The chancellor adds that he distrusts the Jedi and thinks that they want to overthrow him . Anakin admits his faith with the Jedi has been shaken lately. Then they engage in a philosophical discussion about the similarities between the Jedi and the Sith. Palpatine asserts to an intrigued Anakin that both sides crave power, but that the dark side of the Force is more powerful and gives one control over life and death.

Anakin later attends a Council meeting and reports that Grievous is on Utuapo and that Palpatine wants him to capture the cyborg leader. The Council members overrule him and assign Obi-Wan to go instead. Anakin is visibly displeased over their decision, but says nothing. Afterwards, he accompanies Obi-Wan to a space port where the two men reaffirm their friendship and separate on good terms.

Obi-Wan arrives on Utapau and confronts Grievous. The four-armed cyborg tries intimidating the Jedi with his prowess by wielding four lightsabers simultaneously. Obi-Wan coolly counters Grievous with his adept lightsaber skills. Then a newly arrived clone army attacks the droid army guarding Grievous and the Separatist base. Grievous tries escaping, but is pursued by the Jedi, who catches up to him and the fight ensues. It ends with Obi-Wan shooting the cyborg dead with an “uncivilized” blaster.

Anakin reports to Palpatine the news about Obi-Wan’s confrontation. In the conversation, Anakin admits his disillusionment with the Jedi and the chancellor starts manipulating him. He reveals that he is a practicioner of the dark side of the Force and that Anakin could learn so much more if he embraced the dark side. Horrified about the revelation, he leaves and informs Jedi Master Mace Windu (Samuel L. Jackson) about the chancellor’s true nature. Windu tells him to wait in the Council chambers while he and other Jedi leave to confront the Sith Lord.

Windu and three other Jedi Knights arrive at Palpatine’s office and try to arrest him. But the chancellor is surprisingly fast and kills three of the Jedi with his lightsaber except for Windu. Anakin rushes over to the office in time to see the two men in battle. Windu disarms Palpatine, but the Sith Lord unleashes Force lightning from his fingers at Windu. The Jedi is able to deflect the lightning bolts, which splash back and disfigures Palpatine. Windu realizes that the chancellor is too dangerous and must be killed. Anakin argues that Palpatine should be allowed to live and stand trial. Undeterred, Windu prepares a killing stroke but is stopped by Anakin who dismembers his hand. This gives Palpatine the opportunity to kill Windu with his Force lightning.

Anakin is dismayed at what he’s done. He realizes that he has no place with the Jedi now. Palpatine asks him to become his apprentice and the young man accepts as long he helps him save Padmé. The chancellor agrees and renames him Darth Vader. Palpatine tells him that all the Jedi are enemies of the Republic and must be killed. He orders him to kill the Jedi at the Temple and the remaining Separatist leaders on Mustafar.

As Anakin, now Darth Vader, leads a clone army into the Jedi Temple, Palpatine broadcasts a special command, Order 66, to every clone trooper spread out throughout the galaxy. The clones mercilessly and abruptly turn on their Jedi commanders and decimate the ancient order. The only ones who escape execution are Obi-Wan on Utapau and Yoda, who is on the Wookie planet Kashyyk leading a battle against droid troops. Yoda is able to flee the planet thanks to the help of loyal Wookies, including Chewbacca (Peter Mayhew).

The Jedi Temple is in flames as Vader and the clones kill all the Jedi there, including young children, the sole witness to the atrocity is Senator Bail Organa (Jimmy Smits) who went to the Temple to see what was happening. Organa later sends Obi-Wan a holographic message warning about him the slaughter and to meet with survivors at certain coordinates. Meanwhile, Vader goes home and lies to Padmé that the Jedi tried to overthrow the Republic. Then he leaves her for his mission to go to Mustafar and end the war.

Obi-Wan and Yoda meet at Organa’s ship and plot to return to the Temple and intercept a broadcast for all surviving Jedi to return to Coruscant. Once they arrive, Obi-Wan is able to change the message into that of a warning. From security footage, they learn that Anakin has betrayed them. At the same time, Organa and Padmé attend a session in the senate where Palpatine denounces the Jedi and that in order to maintain order he has to reorganize the Republic into a Galactic Empire. After viewing the footage, the two Jedi decide to confront Palpatine and Vader. Yoda, the stronger of the two, will face Palpatine, while Obi-Wan will confront his former apprentice. From there, the two Jedi separate to confront their foes in battles that will literally decide the fate of the galaxy.

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