Obi-Wan: 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!

Anakin Skywalker: [shouts] I HATE YOU!

Obi-Wan: You were my brother, Anakin! I loved you!

Obi-Wan: It's over Anakin, I have the high ground.

Anakin Skywalker: You underestimate my power!

Obi-Wan: Don't try it.

Supreme Chancellor: Remember back to your early teachings. "All who gain power are afraid to lose it." Even the Jedi.

Anakin Skywalker: The Jedi use their power for good.

Supreme Chancellor: Good is a point of view, Anakin. The Jedi point of view is not the only valid one. The Dark Lords of the Sith believe in security and justice, also. Yet that are considered by the Jedi to be...

Anakin Skywalker: Evil?

Supreme Chancellor: The Sith and the Jedi are similar in almost every way, including their quest for greater power. The only difference between the two is that the Sith are not afraid of the Dark Side of the Force. That is why they are more powerful.

Anakin Skywalker: The Sith rely on their passion for their strength. They think inwards, only about themselves.

Supreme Chancellor: And the Jedi don't?

Anakin Skywalker: The Jedi are selfless. They only care about others.

Supreme Chancellor: The fear of losing power is a weakness of both the Jedi and the Sith.

[looking a little frustrated]

Supreme Chancellor: Did you ever hear the tragedy of Darth Plagueis the wise?

Anakin Skywalker: No.

Supreme Chancellor: I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise... he could use the Force to influence the midichlorians to create... life. He had such a knowledge of the Dark Side, he could even keep the ones he cared about from dying.

Anakin Skywalker: He could actually... save people from death?

Supreme Chancellor: The Dark Side of the Force is a pathway to many abilities some consider to be unnatural.

Anakin Skywalker: What happened to him?

Supreme Chancellor: He became so powerful... the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep. Plagueis never saw it coming. Ironic. He could save others from death, but not himself.

Anakin Skywalker: Is it possible to learn this power?

Supreme Chancellor: Not from a Jedi.

Anakin Skywalker: Obi-Wan, may the force be with you.

Obi-Wan Kenobi: Goodbye old friend. May the force be with you.

The Emperor: Do it.

Obi-Wan Kenobi: You have allowed this dark lord to twist your mind, until now, until now you've become the very thing you swore to destroy.

Anakin Skywalker: Don't lecture me, Obi-Wan! I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, freedom, justice, and security to my new Empire.

Obi-Wan Kenobi: Your new Empire?

Anakin Skywalker: Don't make me kill you.

Obi-Wan Kenobi: Anakin, my allegiance is to the Republic, to democracy.

Anakin Skywalker: If you're not with me, then you're my enemy.

Obi-Wan Kenobi: [realizing that Anakin is consumed by evil and there's no reasoning with him anymore] Only a Sith deals in absolutes.

[draws his lightsaber]

Obi-Wan Kenobi: I will do what I must.

Anakin Skywalker: You will try.

[draws his lightsaber and confronts Obi-Wan]

Padmé: So this is how liberty dies, with thunderous applause.

Sors Bandeam: [a group of younglings are discovered by Anakin] Master Skywalker. There are too many of them. What are we going to do?

[with a cold, emotionless face, Anakin draws his lightsaber]

Anakin Skywalker: I saw your ship! What are you doing out here?

Padmé: I was so worried about you! Obi-Wan... told me terrible things.

Anakin Skywalker: What things?

Padmé: He said... you turned to the Dark Side, and that you... killed Younglings!

Anakin Skywalker: Obi-Wan is trying to turn you against me.

Padmé: He cares about us.

Anakin Skywalker: Us?

Padmé: He knows. He wants to help you. Anakin, all I want is your love.

Anakin Skywalker: Love won't save you, Padme. Only my new powers can do that.

Padmé: But at what cost? You're a good person. Don't do this!

Anakin Skywalker: I won't lose you the way I lost my mother. I am becoming more powerful than any Jedi has ever dreamed of, and I'm doing it for you... to protect you.

Padmé: Come away with me. Help me raise our child. Leave everything else behind while we still can!

Anakin Skywalker: Don't you see? We don't have to run away anymore. I have brought peace to the Republic. I am more powerful than the Chancellor; I... I can overthrow him. And together, you and I can rule the galaxy... make things the way we want them to be!

[Padme looks at Anakin in disbelief]

Anakin Skywalker: You don't believe me, do you?

Padmé: I don't believe what I'm hearing! Obi-Wan was right... you've changed!

Anakin Skywalker: [with a growing angry look and voice] I don't want to hear anymore about Obi-Wan. The Jedi turned against me. The Republic turned against me. Don't you turn against me!

Padmé: [crying] I don't know you anymore! Anakin... you're breaking my heart! You're going down a path I can't follow!

Anakin Skywalker: Because of Obi-Wan?

Padmé: Because of what you've done... what you plan to do! Stop! Stop now... come back! I love you!

Anakin Skywalker: [looks beside Padme, sees Obi-Wan standing at the ship's exit overhearing them and becomes enraged and paranoid] Liar!

Padmé: [sees Obi-Wan heading down the ramp to confront Anakin and becomes paralyzed with fear] No!

Anakin Skywalker: [referring to Obi-Wan] You're with him! You've brought him here to kill me!

[begins choking Padme by the throat with the Force]

Obi-Wan: [jumps down to Grievous] Hello, there.

[sees he is surrounded by hundreds of battle droids]

Anakin Skywalker: You turned her against me!

Obi-Wan Kenobi: You have done that yourself.

Anakin Skywalker: You will not take her from me!

Obi-Wan Kenobi: Your anger and lust for power have already done that.

Mace Windu: In the name of the Galactic Senate of the Republic, you're under arrest, Chancellor.

Supreme Chancellor: Are you threatening me, Master Jedi?

Mace Windu: The senate will decide your fate.

Supreme Chancellor: [now speaking as Darth Sidious] I AM the senate!

Mace Windu: Not yet.

[the Chancellor/Darth Sidious rises slowly, and his lightsaber snaps to his hand from his sleeve]

Supreme Chancellor: It's treason, then...

[ignites his lightsaber and leaps over his desk to attack]

Padmé: Obi-Wan... there... is good in him. I know there is... still...

[Padme dies]

[Padme is in the medical center]

GH-7 Medical Droid: Medically, she is completely healthy. For reasons we can't explain, we are losing her.

Obi-Wan: She's dying?

GH-7 Medical Droid: We don't know why. She has lost the will to live. We need to operate quickly if we are to save the babies.

Senator Bail Organa: Babies?

GH-7 Medical Droid: She's carrying twins.

The Emperor: [to the Senate] In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire, for a safe and secure society.

[Senate fills with enormous applause]

Padmé: [to Bail Organa] So this is how liberty dies... with thunderous applause.

Ki-Adi-Mundi: What about the Droid attack on the Wookiees?

Anakin Skywalker: [after killing Mace Windu and in disarray] What have I done?

Darth Sidious: You are fulfilling your destiny, Anakin. Become my apprentice. Learn to use the dark side of the Force.

Anakin Skywalker: I will do whatever you ask.

Darth Sidious: Good!

Anakin Skywalker: Just help me save Padme's life. I can't live without her.

Darth Sidious: To cheat death is the power only one has achieved. But if we work together, I know we can discover the secret.

Anakin Skywalker: I pledge myself to your teachings. To the ways of the Sith.

Darth Sidious: Good. Good! The Force is strong with you. A powerful Sith you will become. Anakin Skywalker, you are one with the Order of the Sith Lords. Henceforth, you shall be known as Darth... Vader.

Anakin Skywalker: Thank you... my Master.

Darth Sidious: Rise.

Yoda: Premonitions, premonitions. These visions you have...

Anakin Skywalker: They are of pain, suffering. Death.

Yoda: Yourself you speak of, or someone you know?

Anakin Skywalker: Someone.

Yoda: Close to you?

Anakin Skywalker: Yes.

Yoda: Careful you must be when sensing the future Anakin. The fear of loss is a path to the dark side.

Anakin Skywalker: I won't let these visions come true, Master Yoda.

Yoda: Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them do not. Miss them do not. Attachment leads to jealousy. The shadow of greed that is.

Anakin Skywalker: What must I do, Master Yoda?

Yoda: Train yourself to let go... of everything you fear to lose.

Anakin Skywalker: [during the Opening Space Battle] This is where the fun begins.

Yoda: Good relations with the Wookiees, I have.

[a large part of Greivous's ship breaks away]

R2-D2: [beeps] Uh-oh.

Anakin Skywalker: We lost something.

Obi-Wan: Not to worry. We're still flying half a ship.

Darth Sidious: I have waited a long time for this moment, my little green friend. At last, the Jedi are no more.

Yoda: Not if anything to say about it I have!

[Yoda force flings Darth Sidious across the room and across his desk]

Yoda: At an end your rule is, and not short enough was it.

[in a panic, Darth Sidious leaps towards the door. But Yoda leaps up and blocks his way]

Yoda: [ignites his lightsaber] If so powerful you are... why leave?

Darth Sidious: [ignites his lightsaber] You will not stop me! Darth Vader will become more powerful than either of us!

Yoda: Faith in your new apprentice, misplaced may be. As is your faith in the dark side of the Force.

Obi-Wan: I have failed you, Anakin. I have failed you.

Anakin Skywalker: I should have known the Jedi were plotting to take over!

Obi-Wan: Anakin, Chancellor Palpatine is evil!

Anakin Skywalker: From my point of view, the Jedi are evil!

Obi-Wan: Well, then you are lost!

Anakin Skywalker: [raises his lightsaber] This is the end for you, my master.

Darth Sidious: [Vader's new mechanical body arises from the steam] Lord Vader... can you hear me?

Darth Vader: Yes, Master.

Darth Vader: [Vader looks at Sidious] Where is Padme? Is she safe? Is she all right?

Darth Sidious: It seems in your anger, you killed her.

Darth Vader: I...? I couldn't have! She was alive... I felt it!

[Vader growls, and his Dark Side strength crushes everything around him in the room. He frees himself from the metal stretcher, and steps off. Palpatine has a smirk on his face]

Darth Vader: Nooooooooooooooooooo!

Obi-Wan: Now, let's get a move on. We've got a battle to win here.

Commander Cody: Yes, sir.

[Obi-Wan and his lizard ride off. Commander Cody stops and opens his comlink, revealing the hologram of Darth Sidious]

Darth Sidious: Commander Cody, the time has come. Execute Order 66.

Commander Cody: Yes, my Lord.

[the comlink is shut. Cody gestures towards Obi-Wan]

Commander Cody: Blast him!

General Grievous: Army or not, you must realize, you are doomed.

Obi-Wan Kenobi: Oh, I don't think so.

[last lines]

Senator Bail Organa: Captain Antilles.

Captain Antilles: Yes, Your Highness?

Senator Bail Organa: I'm placing these droids in your care. Treat them well. Clean them up. Have the Protocol Droid's mind wiped.

C-3PO: What?

[R2-D2 beeps in a way that sounds like laughing]

C-3PO: Oh, no.

Yoda: Twisted by the Dark Side, young Skywalker has become. The boy you trained, gone he is... Consumed by Darth Vader.

Obi-Wan: [after Anakin crash-lands The Invisible Hand onto a landing platform] Another happy landing.

Anakin Skywalker: Master Windu, I must talk to you.

Mace Windu: Skywalker! We've just received word that Obi-Wan has destroyed General Grievous. We're on our way to make sure the Chancellor returns emergency powers back to the Senate.

Anakin Skywalker: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord.

Mace Windu: [suprised] A Sith Lord?

Anakin Skywalker: Yes, the one we've been looking for.

Mace Windu: How do you know this?

Anakin Skywalker: He knows the ways of the Force. He told me himself. He's been trained to use the Dark Side.

Mace Windu: Are you sure?

Anakin Skywalker: Absolutely.

Mace Windu: Then our worst fears have been realized. We must move quickly if the Jedi Order is to survive.

Anakin Skywalker: Master, the Chancellor is very powerful and dangerous. You'll need my help if you're going to arrest him.

Mace Windu: For your own good, stay out of this affair. I sense a great deal of confusion in you, young Skywalker. There is much fear that clouds your judgment.

Anakin Skywalker: I must go, Master.

Mace Windu: No! If what you've told me is true, you will have gained my trust. But for now, remain here. Wait in the Council chamber until we return.

Anakin Skywalker: Yes, Master.

Senator Amidala: I'm not going to die in childbirth, Anakin. I promise you.

Anakin Skywalker: No, I promise you.

Supreme Chancellor: [speaking to Anakin Skywalker] Anakin. I told you it would come to this! I was right! The Jedi are taking over!

Mace Windu: The oppression of the Sith will never return! Your plot to regain control of the Republic has failed! It's over! You have lost!

Supreme Chancellor: [speaking as Darth Sidious] No... no... no! YOU WILL DIE!

Anakin Skywalker: Are you all right? You're trembling. What's going on?

Padmé: Something wonderful has happened. Ani, I'm pregnant.

Nute Gunray: The plan has gone as you had promised, my Lord.

Darth Sidious: You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you.

The Emperor: [to Darth Vader] Every single Jedi, including your friend Obi-Wan, is now an enemy of the Republic. Do what must be done. Do not hesitate. Show no mercy.

Obi-Wan Kenobi: [referring to Anakin] I'm looking for Anakin. When was the last time you saw him?

Padmé: Yesterday.

Obi-Wan Kenobi: Do you know where he is now?

Padmé: [clearly lying] No. He wouldn't tell me.

Obi-Wan Kenobi: Padmé, I need your help. He is in grave danger.

Padmé: From the Sith?

Obi-Wan Kenobi: From himself. Padmé, Anakin has turned to the dark side.

Padmé: You're wrong. How could you even say that?

Obi-Wan Kenobi: I have seen... a security hologram... of him... killing younglings.

Padmé: Not Anakin. He couldn't.

Obi-Wan Kenobi: He was deceived by a lie. We all were. It appears that the Chancellor is behind everything, including the war. Palpatine is the Sith lord we've been looking for. After the death of Count Dooku, Anakin became his new apprentice.

Padmé: [turns away in shock; sits down on the couch] I don't believe you. I can't.

Obi-Wan Kenobi: [sits down on the couch] Padmé, I must find him.

Padmé: [turns to Obi-Wan] You're going to kill him, aren't you?

Obi-Wan Kenobi: He has become a very great threat.

Padmé: [turns away and shakes her head] I can't.

Obi-Wan Kenobi: [gets off of the couch, walking towards his ship] Anakin is the father, isn't he?

[Padmé doesn't know what to say]

Obi-Wan Kenobi: I'm so sorry.

General Grievous: Anakin Skywalker. I expected someone with your reputation to be a little... older.

Anakin Skywalker: General Grievous... you're shorter than I expected.

General Grievous: Jedi scum!

Obi-Wan Kenobi: We have a job to do, Anakin. Try not to upset him.

Anakin Skywalker: Love won't save you, Padme. Only my new powers can do that.

Anakin Skywalker: I sense Count Dooku.

Obi-Wan Kenobi: I sense a trap.

Anakin Skywalker: Next move?

Obi-Wan Kenobi: [smiling] Spring the trap.

Obi-Wan: Anakin, let's be fair. Today you were the hero and you deserve your glorious day with the politicians.

Anakin Skywalker: All right. But you owe me one, and for not saving your skin for the tenth time.

Obi-Wan: *Ninth* time. That business on Cato Neimodia doesn't- doesn't count.

[R2-D2 tries repeatedly to control an elevator that Anakin and Obi-Wan are in while avoiding battle droids at the same time]

Anakin Skywalker: What was that all about?

Obi-Wan: Well, R2 has been...

Anakin Skywalker: No loose wire jokes.

Obi-Wan: Did I say anything?

Anakin Skywalker: He's trying.

Obi-Wan: I didn't say anything.

Supreme Chancellor: I know what's been troubling you. Listen to me. Don't continue to a be a pawn of the Jedi Council! Ever since I've known you, you have been seeking a life of great significance, far more than any Jedi.

[turns his back on Anakin]

Supreme Chancellor: Are you going to kill me?

Anakin Skywalker: I would certainly like to!

Supreme Chancellor: I know you would. I can feel your anger. It give you focus... makes you stronger.

Mace Windu: [has Palpatine subdued] I'm going to put an end to this, once and for all!

Anakin Skywalker: You can't. He must stand trial.

Mace Windu: He has control of the senate and all the courts. He is too dangerous to be left alive!

Supreme Chancellor: [exhausted and disfigured] But, I'm too weak. Don't kill me.

Anakin Skywalker: That's not the Jedi way. He must live.

[Windu ignores Anakin, still intending to kill Palpatine]

Anakin Skywalker: I need him!

[Windu raises his lightsaber]

Anakin Skywalker: NO!

Supreme Chancellor: [Anakin draws his own lightsaber, cutting off Windu's arm, then Palpatine electricutes Windu] Power, unlimited power!

Obi-Wan Kenobi: [after finding the young dead Jedi's in the temple] Who? Who could have done this?

Supreme Chancellor: Be careful of the Jedi, Anakin. They fear you. In time, they will destroy you. Let me show you the true nature of the Force. Only through me can you achieve a power greater than any Jedi. Learn to use the Dark Side of the Force and you will be able to save your wife from certain death.

Anakin Skywalker: What did you say?

Supreme Chancellor: Use my knowledge, I beg you.

Anakin Skywalker: [igniting his lightsaber] You're the Sith Lord! The one we've been looking for!

Yoda: Allow this appointment lightly, the Council does not. Disturbing, is this move by Chancellor Palpatine.

Anakin Skywalker: I understand. I will do my best to uphold the principles of the Jedi Order.

Mace Windu: Anakin Skywalker, we have approved your appointment to the Jedi Council as the Chancellor's personal representative. You are on this Council, but we do not grant you the rank of Master.

Anakin Skywalker: What? How can you do this? This is outrageous; it's unfair. I'm more powerful than any of you. How can you be on the Council and not be a Master?

Mace Windu: Take a seat, young Skywalker.

Anakin Skywalker: Forgive me, Master.

Anakin Skywalker: You are so... beautiful.

Padmé: It's only because I'm so in love.

Anakin Skywalker: No, it's because I'm so in love with you.

Padmé: So love has blinded you?

Anakin Skywalker: [laughs] Well, that's not exactly what I meant.

Padmé: But it's probably true.

[Obi-Wan regains consciousness while hanging precariously inside an elevator shaft underneath Anakin]

Anakin Skywalker: Easy! We're in a bit of a situation.

Obi-Wan Kenobi: Did I miss something?

[Anakin has been appointed onto the council, but denied mastership]

Anakin Skywalker: I swear to you... I didn't ask to be put on the council.

Obi-Wan Kenobi: But it's what you wanted. Your friendship with Chancellor Palpatine seems to have paid off. Anakin, I am on your side. I did not want to put you in this situation

Anakin Skywalker: What situation?

Obi-Wan Kenobi: The Council wants you to report on all the Chancellor's dealings.

Anakin Skywalker: They want me to spy on the Chancellor? But that is treason!

Obi-Wan Kenobi: We are at war, Anakin.

[after Anakin is assigned by the Jedi to spy on Chancellor Palpatine]

Obi-Wan Kenobi: Anakin did not take to his new assignment with much enthusiasm.

Mace Windu: It's very dangerous, putting them together. I don't think the boy can handle it. I don't trust him.

Obi-Wan Kenobi: With all due respect, Master, is he not the Chosen One? Is he not to destroy the Sith and bring balance to the Force?

Mace Windu: So the prophecy says.

Yoda: A prophecy that misread could have been.

Obi-Wan Kenobi: He will not let me down. He never has.

Yoda: I hope right you are.

The Emperor: [Repeated several times] Execute Order 66.

[the clone soldiers start killing the Jedi]

Supreme Chancellor: [Anakin cuts off Dooku's hands ending the battle. Anakin catches Dooku's lightsabre and ignites it and puts both lightsabres to his neck] Good, Anakin, good. Kill him.

[Dooku looks at Palpatine in shock]

Supreme Chancellor: Kill him now.

Anakin Skywalker: I shouldn't...

Supreme Chancellor: Do it!

Anakin Skywalker: [Anakin decapitates Dooku]

Supreme Chancellor: You did well, Anakin. He was too dangerous to be kept alive.

Anakin Skywalker: Yes, but he was an unarmed prisoner.

[frees Chancellor Palpatine]

Anakin Skywalker: I shouldn't have done that. It's not the Jedi way.

Supreme Chancellor: [stands up, rubbing his wrists] It is only natural. He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin. Remember what you told me about your mother and the Sand People.

[sound of sand people screaming in as if Anakin can still hear their death]

Supreme Chancellor: Now, we must leave before more security droids arrive.

Count Dooku: I sense great fear in you, Skywalker. You have hate. You have anger. But you don't use them.

Anakin Skywalker: [Through a hologram projector] The Separatists have been taken care of, my master.

The Emperor: It is finished then. You have restored peace and justice to the galaxy.

[first title card]

Title Card/Crawl: A long time ago in a galaxy far, far away...

Title Card/Crawl: War. The Republic is crumbling under attacks by the ruthless Sith Lord, Count Dooku. There are heroes on both sides. Evil is everywhere. In a stunning move, the fiendish droid leader, General Grievous, has swept into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate. As the Separatist Droid Army attempts to flee the besieged capital with their valuable hostage, two Jedi Knights lead a desperate mission to rescue the captive Chancellor...

Obi-Wan: Flying is for droids.

[deprived of his lightsaber, Obi-Wan kills General Grievous with the general's own blaster]

Obi-Wan Kenobi: [throws the gun away] Uh! So uncivilized.

Obi-Wan: [crashing towards the hangar] Oh, I have a bad feeling about this.

Anakin Skywalker: I feel lost.

Padmé: Lost?

Anakin Skywalker: Obi-Wan and the Council don't trust me.

Padmé: They trust you with their lives.

Anakin Skywalker: Something's happening. I'm not the Jedi I should be. I want more. And I know I shouldn't.

Darth Sidious: Once more, the Sith will rule the galaxy! And... we shall have peace.

Padmé: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?

[about Anakin]

Obi-Wan: Always on the move.


Supreme Chancellor: I hope you trust me, Anakin.

Anakin Skywalker: Of course.

Supreme Chancellor: I need your help, son.

Anakin Skywalker: What do you mean?

Supreme Chancellor: I'm concerned about the Jedi. The Council keeps pushing for more control.

Anakin Skywalker: Chancellor, I can assure you that the Jedi are more dedicated to the values of the Republic.

Supreme Chancellor: Nevertheless, their actions will speak more loudly than their words. I'm depending on you.

Anakin Skywalker: For what? I don't understand.

Supreme Chancellor: To be the eyes, ears and voice of the Republic. Anakin, I'm appointing you to be my personal representative on the Jedi Council.

Anakin Skywalker: Me? A Master? I'm overwhelmed, sir. But the Council elects its own members. They'll never accept this.

Supreme Chancellor: I think they will. They need you... more than you know.

Mace Windu: May the force be with us all.

Anakin Skywalker: I'm going there to end this war. Wait for me until I return. Thing's will be different, I promise. Please wait for me.

[Shock troopers are searching for the body of Yoda]

Clone Commander Thire: There is no sign of his body, sir.

Mas Amedda: Then he is not dead?

The Emperor: Double your search!

Clone Commander Thire: Yes, sir! Right away, sir!

[the troopers exit]

The Emperor: [to Mass Amedda] Tell Captain Kagi to prepare my shuttle for immediate takeoff.

Mas Amedda: Yes, Master.

The Emperor: I sense Lord Vader is in danger.

Darth Sidious: The end of the war is near.

General Grievous: But the loss of Count Dooku?

Darth Sidious: His death was a necessary loss. Soon I will have a new apprentice, one far younger and more powerful.

[Captain Typho is trying to talk Padme out of leaving Coruscant without protection]

Captain Typho: My Lady, let me come with you.

Padmé: There is no danger. The fighting is over, and... this is personal.

[Typho bows]

Captain Typho: As you wish, My Lady... but I strongly disagree.

Padmé: I'll be all right, Captain. This is something I must do myself. Besides, Threepio will look after me.

C-3PO: Oh, dear.

[Typho leaves; Padme and C-3PO board the Naboo skiff; Obi-Wan sneaks on board]

Anakin Skywalker: Ray shields.

Obi-Wan: Wait a minute. How did this happen? We're smarter than this.

Anakin Skywalker: Apparently not. I say patience.

Obi-Wan: Patience?

Anakin Skywalker: Yes. R2 will be along in a few moments and then... he'll release us from the ray shields.

[R2 comes skidding across the hallway and bashes into the opposite wall]

Anakin Skywalker: See? No problem.

Super Battle Droid: [to R2-D2] You stupid little astro droid.

Anakin Skywalker: [referring to Obi-Wan] You brought him here to kill me!

Tion Medon: Greetings, young Jedi. What brings you to our remote sanctuary?

Obi-Wan: Unfortunately, the war.

Tion Medon: There is no war here unless you've brought it with you.

Obi-Wan: With your kind permission, I should like some fuel and to use your city as a base as I search nearby systems for General Grievous.

Tion Medon: [Tion Medon signals a ground crew to refuel Obi Wan's ship and moves closer] He is here. We are being held hostage. They are watching us.

Obi-Wan: I understand.

Tion Medon: The tenth level... thousands of Battle Droids...

Obi-Wan: Tell your people to take shelter. If you have warriors, now is the time.

Yoda: I hear a new apprentice you have, Emperor... or should I say "Darth Sidious"?

Darth Sidious: Master Yoda... you survived.

Yoda: Surprised?

Darth Sidious: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the dark side.

[Unleashes Sith lightning on Yoda]

Anakin Skywalker: My powers have doubled since the last time we met, Count.

Count Dooku: Good. Twice the pride, double the fall.

Yoda: [after the Wookiees help Yoda escape from the clone soldiers trying to kill him] Yes, miss you I will, Chewbacca.

C-3PO: My lady, is there anything I might do?

Padmé: No, thank you, 3P0.

C-3PO: [walking away] I feel so helpless.

Padmé: Hold me, like you did by the lake on Naboo; so long ago when there was nothing but our love. No politics, no plotting, no war.

Anakin Skywalker: From my point of view the Jedi are evil.

Obi-Wan Kenobi: Then you are lost!

Supreme Chancellor: [about the Jedi Council] They don't trust you Anakin.

Anakin Skywalker: I missed you, Padmé.

Obi-Wan Kenobi: The Chancellor is behind everything, including the war. Palpatine is the Sith Lord we've been searching for.

[Obi-Wan Kenobi and Yoda are escaping the Jedi temple as Obi-Wan noticed the hologram center]

Obi-Wan: Wait, Master. There is something I must know.

Yoda: You realize, of course, that if into the security recordings you go, only pain, will you find.

Obi-Wan: I must know the truth, Master.

[Obi-Wan watches the recordings of Jedi, even younglings, being slaughtered]

Obi-Wan: It can't be... It can't be...

Darth Sidious: You have done well, my new apprentice. Your skills are unmatched by any Sith before you. Now, Lord Vader, go and bring peace to the Empire.

Obi-Wan: [switches off the hologram] I can't watch any more.

Yoda: Destroy the Sith, we must!

[Yoda has just fled a fight against Lord Sidious after losing]

Yoda: Into exile, I must go. *Failed*, I have.

General Grievous: [to Obi-Wan Kenobi] You Fool. I have been trained in your Jedi Arts... by Count Dooku.

Obi-Wan: Not even the younglings survived.

[first lines]

[R2-D2 bleeps]

Anakin Skywalker: Lock on to him R2.

[R2-D2 responds with more bleeping]

Anakin Skywalker: Master, General Grievous's ship is directly ahead. The one crawling with Vulture droids.

Obi-Wan: Oh, I see it. Oh, this is going to be easy.

Obi-Wan Kenobi: Hello there!

General Grievous: General Kenobi, you are a bold one!

Obi-Wan Kenobi: Roger...

Anakin Skywalker: Roger.

[they both laugh]

Yoda: [walks into room to find Darth Sidious] I hear a new apprentice you have, Emperor. Or should I call you Darth Sidious.

Darth Sidious: Master Yoda. You survived.

Yoda: Surprised?

Darth Sidious: Your arrogance blinds you, Master Yoda. Now you will experience the full power of the Dark Side.

[electrocutes Yoda with hands and laughs]

Darth Sidious: I have waited a long time for this moment, my little green friend.

[laughs more while Yoda gets up]

Darth Sidious: The last of the Jedi are no more.

Yoda: Not if anything to say about it, I have!

[throws Sidious back by using the Force]

Yoda: That'll end your rule is.

[Sidious gets up]

Yoda: Not short enough it was.

[Sidious jumps at the door to get out, but Yoda blocks it]

Yoda: If so powerful you are... why leave?

[ignites lightsaber]

Darth Sidious: You will not stop me. Darth Vader will become more powerful that either of us!

[ignites lightsaber]

Yoda: Faith in your new apprentice, misplaced may be.

[wields lightsaber]

Yoda: As is you faith in the Dark Side of the Force.

[fights Sidious]

Padmé: Obi-Wan? Is Anakin all right?

[Obi-Wan looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness]

Anakin Skywalker: I'm going to turn you over to the Jedi Council.

Supreme Chancellor: Of course you should. But you're not sure of their intentions, are you? What if I'm right... and they are plotting to take over the Republic?

Anakin Skywalker: I will quickly discover the truth of all this.

Supreme Chancellor: You have great wisdom, Anakin. I want you to meditate on my proposal. Know the power of the Dark Side... the power to save Padmé.

Obi-Wan: Very well. The burden is on me not to destroy all the droids before you get there.

Yoda: Destroy the Sith, we must.

Obi-Wan: [General Grievous' ship is about to crash land] Can you fly a cruiser like this?

Anakin Skywalker: You mean, do I know how to land what's left of this thing?

General Grievous: That wasn't much of a rescue.

[snatches two lightsabers out of a droid's hands]

Battle Droid: You're welcome.

[on Kashyyyk, Yoda and the Clone Trooper commander observe the droid amry approaching]

Clone Commander Gree: The droids have just started up their main power generators.

Yoda: And now, the time is Commander.

Clone Commander Gree: Yes sir.

Supreme Chancellor: [to Anakin] Once more, the Sith will rule the galaxy. And, we shall have peace.

C-3PO: [to Padme] You know I think I'm getting the hang of this flying business.

Obi-Wan Kenobi: Anakin's the father, isn't he? I'm so sorry.

Obi-Wan Kenobi: [as he and Anakin walk into a room and find Chancellor Palpatine in a chair] Chancellor.


Anakin Skywalker: You all right?

Supreme Chancellor: Count Dooku.

[Anakin and Obi-Wan turn around to and see Count Dooku with two Super Battle Droids]

Obi-Wan Kenobi: This time we'll do it together.

Anakin Skywalker: I was about to say that.

Supreme Chancellor: You can't be any match for him, he's a Sith Lord.

Obi-Wan Kenobi: Chancellor Palpatine, Sith Lords are our specialty.

[he and Anakin take off robes]

Count Dooku: Your swords, please. You don't want to make a mess of things in front of the Chancellor.

Obi-Wan Kenobi: You won't get away this time, Dooku.

[he, Anakin, and Dooku ignite lightsabers and fight]

Count Dooku: I've been looking forward to this.

Anakin Skywalker: My powers are double since the last time we met, Count.

Count Dooku: Good. Twice the pride, double the fall.

[fights more]

Supreme Chancellor: [as Obi-Wan falls and gets back up, running toward Dooku] Get him!

[Dooku chokes Obi-Wan and throws him down the stairs]

General Grievous: Time to abandon ship.

Nute Gunray: [Anakin walks up to him] The war is over. Lord Sidious promised us peace. We only want...

[Anakin strikes him down with his lightsabre]

Anakin Skywalker: We got 'em, R2.

[R2D2 beeps]

General Grievous: Crush them! Make them suffer!

Yoda: Use your feelings, Obi-Wan, and find him, you will.

Obi-Wan Kenobi: Odd Ball, do you copy?

Clone Captain "Odd Ball" Davijaan: Copy Red Leader.

Obi-Wan Kenobi: Mark your squad up behind me.

Clone Captain "Odd Ball" Davijaan: We're on your tail General Kenobi. Set S-foils into attack position.

Padmé: This war represents a failure to listen. Now you're closer to the Chancellor than anyone! Please, ask him to end this war and let diplomacy resume.

Mace Windu: I sense a plot to destroy the Jedi. The Dark Side of the Force surrounds the Chancellor.

Ki-Adi-Mundi: As it surrounds the Separatists.

Mace Windu: There is a shifting in the Force. All of us feel it. If the Chancellor is being influenced by the Dark Side, then this war may be a plot by the Sith to take over the Republic.

Ki-Adi-Mundi: If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from office.

Mace Windu: The Jedi Council would have to take control of the Senate in order to ensure a peaceful transition.

Yoda: To a dark place, this line of thought will carry us. Hmmm. Great care, we must take.

General Grievous: [addressing the Separatist leaders] It won't be long before the armies of the Republic track us here. I am sending all of you to the Mustafar system in the Outer Rim. It is a volcanic planet which generates a great deal of scanning interference. You will be safe there.

Nute Gunray: Safe? Hmph. Chancellor Palpatine managed to escape, General. Without Count Dooku, I have doubts about your ability to keep us safe.

Advert Captions: A Jedi shall not know Fear. Or Hate. Or Love.

Padmé: Anakin, you're breaking my heart!

Anakin Skywalker: You're going to need me on this one, Master.

Obi-Wan Kenobi: Oh, I agree. Though it could turn out to just be a wild bantha chase.

Captain Colton: We are receiving a message from the Chancellor's office, sir.

Senator Bail Organa: Send it through.

Captain Colton: Yes, sir.

[the pilot pushes some buttons and Mas Amedda appears on screen]

Mas Amedda: Senator Organa... the Supreme Chancellor requests your presence at a special session of Congress.

Senator Bail Organa: I will be there.

Mas Amedda: He will be expecting you.

[Mas Amedda's image disappears and Bail turns to Yoda and Obi-Wan]

Senator Bail Organa: It could be a trap.

Obi-Wan Kenobi: No, I don't think so. The Chancellor will not be able to control the thousands of star systems without keeping the Senate intact.

Yoda: If a special session of Congress, there is, easy enough to get into the Jedi Temple, it will be.

Obi-Wan Kenobi: [in an elevator going down, which way is wrong]


Obi-Wan Kenobi: R2, we need to go up, not down.

General Grievous: [to Obi-Wan; close up] Army or not... You must realize, Kenobi... that YOU ARE DOOMED.

Obi-Wan Kenobi: [closeup; bravely] Oh, I don't think so.

[Obi-Wan force pushes Grievious]

Battle Droid: Uh-oh.

[an elevator hits both battle droids when Anakin jumps on it, he gets back in an elevator, then Obi-Wan activates his lightsaber and turns]

Obi-Wan Kenobi: [realizes it's Anakin who landed behind him and deactivates his lightsaber] Oh, it's you.

[Senator Organa arrives at the Jedi Temple during the Order 66]

Senator Bail Organa: What's going on here?

Commander Appo: There's been a rebellion, sir. Don't worry. The situation is under control.

[Appo aims his blaster at Senator Organa]

Commander Appo: I'm sorry, sir. It's time for you to leave.

Senator Bail Organa: And so it is.