All language subtitles for Star Wars Episode III (2005) 4K HDR Eng

(STAR WARS
MAIN THEME MUSIC PLAYING)

-(BEEPING, CHIRPING)
-Lock onto him, R2.

(BEEPS)

Master, General Grievous's ship
is directly ahead

the one crawling with vulture droids.

Oh, I see it.
Oh, this is going to be easy.

(SPEAKING DROID LANGUAGE)

-Oddball, do you copy?
-MAN: (ON HEADSET) Copy, Red Leader.

Mark my position.
Form your squad up behind me.

We're on your tail, General Kenobi.

Set S-foils in attack position.

This is where the fun begins.

Let them pass between us.

-They're all over me. Get them off my...
-(STATIC SCRATCHING)

-I'm gonna go help them out.
-OBI-WAN: No.

No, they are doing their job
SO we can do ours.

(SCREAMS)

(SPEAKING DROID LANGUAGE)

Missiles. Pull up.

-They overshot us.
-They're coming around.

-(BEEPING)
- All right, RA.

No, no, no, no. No, nothing too fancy.

Surge all power units, R2.
Stand by reverse thrusters.

-(ENGINES ROARING)
(WHISTLING)

-(CHUCKLES) We got 'em, R2.
-(BEEPS, WHISTLES)

Flying is for droids.

-I'm hit. Anakin?
- I see them. Buzz droids.

-(CACKLING)
-(R4 WHIMPERING)

-(SQUAWKING)
-(CHIRPING)

R4, be careful. You have a...

-(WAILING)
-Oh, dear.

They're shutting down all the controls.

Move to the right
so I can get a clear shot at them.

The mission.

Get to the command ship.
Get the chancellor.

I'm running out of tricks here.

(SQUEALING)
-Oh! In the name of...

Hold your fire! You're not helping here.

I agree. Bad idea.

(SCREAMS)

I can't see a thing.
My cockpit's fogging.

They're all over me. Anakin!

Move to the right.

Hold on, Anakin.
You're gonna get us both killed.

Get out of here.
There's nothing more you can do.

I'm not leaving without you, Master.

(BUZZING)

-(BEEPING, WHISTLING)
-Get him, R2.

-(BUZZ DROID SQUAWKS)
-Watch out.

(WHISTLES)

R2, hit the buzz droid's center eye.

(BEEPING)

-Yeah, you got him!
-Great, R2.

The general's command ship
is dead ahead.

(R2-D2 SQUEALING)

Well, have you noticed
the shields are still up?

Sorry, Master.

Oh, I have a bad feeling about this.

There they are. Get them.

-(BEEPING, WHISTLING)
-R2, locate the Chancellor.

(CHIRPS)

(GROANING)

(WHISTLES)

OBI-WAN: The Chancellor's signal
is coming from right there,

the observation platform
at the top of that spire.

I sense Count Dooku.

-I sense a trap.
-Next move?

-Spring the trap.
-(WHISTLING)

R2, go back.
I need you to stay with the ship.

Here. Take this and wait for orders.

(BEEPING)

(GROWLS)

(COUGHING)

What's the situation, Captain?

Two Jedi have landed in the main
hangar bay. We're tracking them.

Just as Count Dooku predicted. (COUGHS)

(CACKLES)

-(CLATTERING)
-Destroyers.

BATTLE DROID: Drop your weapons.
I said drop 'em.

Roger. Roger, roger.

Roger, roger.

(ALL GROANING)

(BEEPS)

Those are Jedi fighters all right.

(BEEPS SOFTLY)

-Did you press the stop button?
-No. Did you?

No.

Well, there's more than one way
out of here.

OBI-WAN: We don't want to get out.

We want to get moving.
R2, activate elevator 31174.

-OBI-WAN: (ON COMLINK) Come in, R2.
-What that?

-R2, do you copy?
-(ELECTRONIC TWITTERING)

R2, activate the elevator number...

-(MUFFLED) 31174.
-(CHIRPS SOFTLY)

Get back to work. That nothin'.

OBI-WAN: (MUFFLED)
Activate the elevator 31174.

R2, we...

(SIGHS) Always on the move.

OBI-WAN: (MUFFLED)
R2, switch on the comlink.

R2, can you hear me?

-R2?
-(R2-D2 BEEPS)

Whoa!

OBI-WAN: (FADING) R2! R2!

(BEEPING)

Stop. Stop. R2, we need to be going up.

Hands up, Jedi.

OBI-WAN: (ON COMLINK) R2, do you copy?

R2, do you hear me?
R2, we need to be going up, not down.

(GROANS)

(CHIRPS)

-Hey, you!
-(BEEPING)

Now, that's better.

-(BEEPS, CHIRPS)
-You stupid little astro droid.

-Uh-oh.
-(GRUNTS)

On, it's you.

-(BEEPING)
-(GROANS)

My eyes! My eyes!

What was that all about?
Well, R2 has been...

-Uh, no loose wire jokes.
-Did I say anything?

-He's trying.
- I didn't say anything.

(BEEPING)

(CHIRPS)

-Chancellor.
-Are you all right?

Count Dooku.

This time we will do it together.

I was about to say that.

Get help. You're no match for him.
He's a Sith lord.

Chancellor Palpatine,
Sith lords are our speciality.

Your swords, please.

We don't want to make a mess of things
in front of the Chancellor.

You won't get away this time, Dooku.

I've been looking forward to this.

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

Good. Twice the pride, double the fall.

(GROANS)

Get...

(GROANS)

(GRUNTS)

I sense great fear in you, Skywalker.

You have hate. You have anger.

But you don't use them.

(GROANS)

Good, Anakin. Good. (CHUCKLING)

Kill him.

Kill him now.

I shouldn't.

Do it.

You did well, Anakin.

He was too dangerous to be kept alive.

Yes, but he was an unarmed prisoner.

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

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?

(SAND PEOPLE SHOUTING FAINTLY)

Now we must leave
before more security droids arrive.

Anakin, there's no time.

We must get off this ship
before it's too late.

-He seems to be all right.
-Leave him, or we'll never make it.

His fate will be the same as ours.

Prepare for attack!

All batteries, fire! Fire!

(SCREAMS)

Elevator's not working.

R2, activate elevator 3224.

(WHISTLING, BEEPING)

(GROANS)

(BEEPING)

(SCREAMING)

-Reverse stabilizers.
-Reversing stabilizers.

(BEEPING)

(SQUEALING)

Magnetize! Magnetize!

(SQUEALING, BEEPING)

Fire the emergency booster engines.

We're leveling out, sir.

Oh!

(GASPS)

ANAKIN: Easy.
We're in a bit of a situation here.

-Did I miss something?
-Hold on.

-What is that?
-ANAKIN: Uh, oops.

R2. R2, shut down the elevator.

Too late. Jump!

(SHOUTS)

(ALL GROAN)

OBI-WAN: Let's see
if we can find something

in the hangar bay that's still flyable.

-R2, get down here.
-(GROANS)

ANAKIN: (ON COMLINK) R2, do you copy?

(CHIRPS, WHISTLES)

(WHEEZING, COUGHING)
General, we found the Jedi.

They're in hallway 328.

Activate ray shields.

Ray shields.

Wait a minute. How did this happen?

We're smarter than this.

Apparently not.

- I say patience.
-Patience?

Yes. R2 will be along in a few moments,

and then he'll release the ray shields.

(DOOR OPENS)

(SQUEALING)

(SPUTTERS, SQUEAKS)

See? No problem.

(SPEAKING DROID LANGUAGE)

-Don't move.
-(BEEPS)

Ow!

Do you have a plan B?

Ah, yes. The negotiator.

General Kenobi.
We've been waiting for you.

BATTLE DROID: Excuse me.

That wasn't much of a rescue.

You're welcome.

And... (COUGHS)

Anakin Skywalker.

I was expecting someone with
your reputation to be a little older.

(WHEEZES)

General Grievous.
You're shorter than I expected.

(COUGHING) Jedi scum.

We have a job to do, Anakin.
Try not to upset him.

(BEEPS, CHIRPS)

(COUGHS)

Your lightsabers will make
a fine addition to my collection.

Not this time.
And this time, you won't escape.

R2.

(SQUEALS)

-Crush them!
-(ALARM BLARING)

Make them suffer!

Come. Now!

-Stay at your stations!
-Whoa!

(RAPID BEEPING)

Get him! Get him!

BATTLE DROID: Ow!

(SCREAMS)

Run!

-(GROANING)
-(SIGHS)

Don't bother with them.

-Keep the ship in orbit.
-BATTLE DROID: Yes, sir.

-(WHIMPERING)
(SHOUTS)

(SQUEAKS, BEEPS)

You lose, General Kenobi.

(GASPING)

Get out of here! Run!

(CACKLES)

Time to abandon ship.

(CACKLES, COUGHS)

-(ALARM BEEPING)
-All the escape pods have been launched.

OBI-WAN: Grievous.
Can you fly a cruiser like this?

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

Well?

Well, under the circumstances,

I'd say the ability
to pilot this thing is irrelevant.

Strap yourselves in.

Open all hatches.
Extend all flaps and drag fins.

(SQUEAKING, WHISTLING)

-(BEEPS "UH-OH")
-We lost something.

Not to worry.
We are still flying half a ship.

-(BEEPING)
-Now we're really picking up speed.

OBI-WAN: Eight plus 60.

We're in the atmosphere.

Grab that. Keep us level.

(CHIRPING, BEEPING)

-Steady.
-(BEEPING)

Easy, R2.

Five thousand. Fire ships
on the left and the right.

-We'll take you in.
-OBI-WAN: Copy that.

Landing strip, straight ahead.

We're coming in too hot.

(CHIRPING, WHISTLING)

(R2-D2 SQUEALING)

(SQUEALING CONTINUES)

-(R2-D2 CHIRPING)
-(SIGHS)

Another happy landing.

(R2-D2 CHIRPS)

Are you coming, Master?

Oh, no.
I'm not brave enough for politics.

I have to report to the council.

Besides, someone needs
to be the poster boy.

Hold on.
This whole operation was your idea.

Let us not forget, Anakin, that
you rescued me from the buzz droids.

And you killed Count Dooku,
and you rescued the Chancellor,

carrying me unconscious on your back.

All because of your training.

Anakin, let's be fair.
Today you were the hero,

and you deserve your glorious day
with the politicians.

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

Ninth time. That business on
Cato Neimoidia doesn't count.

I'll see you at the briefing.

Chancellor Palpatine, are you all right?

Yes. Thanks to your two Jedi knights.

They killed Count Dooku,

but General Grievous
has escaped once again.

General Grievous will run and hide,
as he always does. He's a coward.

But with Count Dooku dead,
he is the leader of the droid army.

And I assure you, the senate will vote

to continue the war
as long as Grievous is alive.

Then the Jedi Council will make
finding Grievous our highest priority.

-ALIEN: Watch it.
-JAR JAR: Excuse me.

Come along, R2.

The Republic cannot praise you enough.

Thank you, Senator Organa.

(BEEPING)

Well, it couldn't possibly
be as bad as all that.

-(BEEPING)
-Now there I agree with you.

In fact, I could do
with a tune-up myself.

(BEEPS)

But the fighting will continue
until General Grievous is spare parts.

ORGANA: Well, I will do everything I can
in the senate.

-Excuse me.
-Certainly.

(CHIRPING)

(ANAKIN SIGHS)

Oh, Anakin.

-(SIGHS)
-I've missed you, Padmé.

There were whispers
that you'd been killed.

I'm all right.

It feels like
we've been apart for a lifetime.

And it might have been,
if the Chancellor hadn't been kidnapped.

I don't think they would have

ever brought us back
from the outer rim sieges.

-Wait. Not here.
-Yes, here.

I'm tired of all this deception.
I don't care if they know we're married.

Anakin, don't say things like that.

(SIGHS)

Are you all right? You're trembling.

What's going on?

Something wonderful has happened.

Ani, I'm pregnant.

That's...

(SIGHS)

(STAMMERING) Well, that's wonderful.

What are we gonna do?

We're not gonna worry about anything
right now. All right?

This is a happy moment.

The happiest moment of my life.

(WHEEZING)

-(COUGHS)
-(BEEPING)

Yes, Lord Sidious?

General Grievous,

I suggest you move
the separatist leaders to Mustafar.

It will be done, my lord.

The end of the war is near, General.

But the loss of Count Dooku...

His death was a necessary loss.

Soon I will have a new apprentice,

one far younger and more powerful.

Ani, I want to have our baby
back home on Naboo.

We can go to the lake country
where no one will know,

where we can be safe.

I can go early
and fix up the baby's room.

I know the perfect spot.
Right by the gardens.

You are so beautiful.

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

No. (CHUCKLES)

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

-So love has blinded you?
-(CHUCKLES)

Well, that's not exactly what I meant.

But it's probably true.

(CHUCKLES)

(BABY CRYING)

(GROANS) Anakin, help me!

(SOBS)

(SCREAMING)

-(BABY'S CRY FADES)
(PANTING)

What's bothering you?

(SIGHS) Nothing.

I remember when I gave this to you.

How long is it gonna take
for us to be honest with each other?

It was a dream.

Bad?

Like the ones I used to have
about my mother,

just before she died.

And?

And it was about you.

Tell me.

It was only a dream.

You die in childbirth.

And the baby?

I don't know.

It was only a dream.

I won't let this one become real.

This baby will change our lives.

I doubt the queen will continue
to allow me to serve in the senate.

And if the council discovers
you're the father, you'll be expelled...

I know. I know.

Do you think Obi-Wan
might be able to help us?

We don't need his help.

Our baby is a blessing.

Premonitions? Premonitions. Hmm.

These visions you have...

They're of pain, suffering.

Death.

Yourself you speak of,
or someone you know?

Someone.

Close to you?

Yes.

Careful you must be
when sensing the future, Anakin.

The fear of loss is
a path to the dark side.

I won't let these visions
come true, Master 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.

What must I do, Master Yoda?

Train yourself to let go

of everything you fear to lose.

OBI-WAN: You've missed the report
on the outer rim sieges.

I'm sorry. I was held up.

I have no excuse.
In short, they are going very well.

Saleucami has fallen, and Master Vos
has moved his troops to Boz Pity.

What's wrong, then?

The senate is expected

to vote more executive powers
to the Chancellor today.

Well, that can only mean less
deliberating and more action.

Is that bad?

It'll make it easier for us
to end this war.

Be careful of your friend Palpatine.

Be careful of what?

-He has requested your presence.
-What for?

He would not say.
He didn't inform the council?

That's unusual, isn't it?
All of this is unusual.

And it's making me feel uneasy.

I hope you trust me, Anakin.

Of course.

I need your help, son.

What do you mean?

I'm depending on you.

For what? I don't understand.

To be the eyes, ears
and voice of the Republic.

Anakin,

I'm appointing you to be my personal
representative on the Jedi Council.

Me? A master?

I'm overwhelmed, sir.

But the council elects its own members.
They'll never accept this.

I think they will. They need you.

More than you know.

YODA: Allow this appointment lightly
the council does not.

Disturbing is this move
by Chancellor Palpatine.

I understand.

You are on this council, but we do not
grant you the rank of master.

What?

How can you do this? This is outrageous.

It's unfair.

How can you be on the council
and not be a master?

Take a seat, young Skywalker.

Forgive me, Master.

KI-ADI-MUNDI: We have surveyed
all systems in the Republic,

but have found no sign
of General Grievous.

Hiding in the outer rim Grievous is.

The outlying systems you must sweep.

We do not have many ships to spare.

What about the droid attack
on the Wookiees?

It is critical we send
an attack group there immediately.

He's right. It's a system
we cannot afford to lose.

Go I will.

Good relations with the Wookiees I have.

It's settled then.
Yoda will take a battalion of clones

to reinforce the Wookiees on Kashyyyk.

May the Force be with us all.

ANAKIN: What kind of nonsense is this?

Put me on the council
and not make me a master?

It's never been done in the history
of the Jedi. It's insulting.

Oh, calm down, Anakin.
You have been given a great honor.

To be on the council at your age,
it's never happened before.

The fact of the matter is
you are too close to the Chancellor.

The council doesn't like it
when he interferes in Jedi affairs.

I swear to you, I didn't ask
to be put on the council.

But it's what you wanted.

Your friendship with Chancellor
Palpatine seems to have paid off.

That has nothing to do with this.

The only reason the council
has approved your appointment

is because the Chancellor trusts you.

-And?
-Anakin, I am on your side.

I didn't want to put you
in this situation.

What situation?

The council wants you to report
on all the Chancellor's dealings.

They want to know what he's up to.

They want me to spy on the Chancellor?

But that's treason.

We are at war, Anakin.

Why didn't the council give me this
assignment when we were in session?

This assignment is not to be on record.

The Chancellor
is not a bad man, Obi-Wan.

He befriended me. He's watched out
for me ever since I arrived here.

That is why you must help us.

Anakin, our allegiance is to the senate,
not to its leader,

who has managed to stay in office
long after his term has expired.

The senate demanded that he stay longer.

Yes, but use your feelings, Anakin.
Something is out of place.

(SIGHS) You're asking me
to do something against the Jedi code,

against the Republic,
against a mentor and a friend.

That's what's out of place here.
Why are you asking this of me?

The council is asking you.

Anakin did not take to his new
assignment with much enthusiasm.

WINDU: It's very dangerous,
putting them together.

I don't think the boy can handle it.

I don't trust him.

With all due respect, Master,
is he not the chosen one?

Is he not to destroy the Sith
and bring balance to the Force?

So the prophecy says.

A prophecy that misread could have been.

He will not let me down.

He never has.

I hope right you are.

(WOOKIEE GRUNTS)

(SIGHS) Sometimes I wonder
what's happening to the Jedi order.

I think this war is destroying
the principles of the Republic.

Have you ever considered
that we may be on the wrong side?

What do you mean?

What if the democracy we thought
we were serving no longer exists,

and the Republic has become the very
evil we've been fighting to destroy?

I don't believe that.

And you're sounding like a separatist.

This war represents a failure to listen.

Now you're closer
to the Chancellor than anyone.

Please, ask him to stop the fighting
and let diplomacy resume.

Don't ask me to do that.

Make a motion in the senate,
where that kind of a request belongs.

-What is it?
-Nothing.

Don't do this.
Don't shut me out. Let me help you.

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.

(DRONING)

(ORCHESTRA PLAYING)

(APPLAUSE IN DISTANCE)

-(DRONING CONTINUES)
(APPLAUSE)

-You wanted to see me, Chancellor.
-Yes, Anakin. Come closer.

I have good news.

Our clone intelligence units

have discovered the location
of General Grievous.

He's hiding in the Utapau system.

At last.

We'll be able to capture that monster
and end this war.

I would worry about
the collective wisdom of the council

if it didn't select you
for this assignment.

You're the best choice, by far.

Hmm. Sit down.

Leave us.

(DRONING CONTINUES)

(APPLAUSE)

Anakin,

you know I'm not able
to rely on the Jedi Council.

If they haven't included you
in their plot, they soon will.

I'm not sure I understand.

You must sense
what I have come to suspect.

The Jedi Council want control
of the Republic.

They're planning to betray me.

- I don't think that...
-Anakin.

Search your feelings.

You know, don't you?

-I know they don't trust you.
-Hmm. Or the senate.

Or the Republic, or democracy,
for that matter.

I have to admit,
my trust in them has been shaken.

Why?

They asked you to do something

that made you feel dishonest,
didn't they?

They asked you to spy on me,
didn't they?

I don't, uh...

I don't know what to say.

Remember back to your early teachings.

All who gain power are afraid
to lose it.

Even the Jedi.

The Jedi use their power for good.

Good is a point of view, Anakin.

The Sith and the Jedi
are similar in almost every way,

including their quest for greater power.

The Sith rely on their passion
for their strength.

They think inwards,
only about themselves.

And the Jedi don't?

The Jedi are selfless.
They only care about others.

(APPLAUSE)

Did you ever hear the tragedy
of Darth Plagueis the Wise?

-No.
- 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 midi-chlorians

to create life.

He had such a knowledge
of the dark side,

he could even keep
the ones he cared about

from dying.

He could actually
save people from death?

The dark side of the Force
is a pathway to many abilities

some consider to be unnatural.

What happened to him?

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.

It's ironic.

He could save others from death,

but not himself.

Is it possible to learn this power?

Not from a Jedi.

MAN: All Red units, over here!
Let's go. Let's go. Move!

KI-ADI-MUNDI: Palpatine thinks
General Grievous is on Utapau?

A partial message was intercepted
in a diplomatic packet

-from the chairman of Utapau.
-Hmm.

Act on this we must.

The capture of General Grievous
will end this war.

Quickly and decisively
we should proceed.

The Chancellor has requested
that I lead the campaign.

WINDU: The council will make up
its own mind who is to go,

not the Chancellor.

A master is needed,
with more experience.

I concur. Master Kenobi should go.

YODA: I agree.
KI-ADI-MUNDI: Aye.

WINDU: Aye.

-WINDU: Very well. Council adjourned.
- (GRUNTS)

(WOOKIEES GROWLING, GRUNTING)

(GRUNTS)

The droids have started up
their main power generators.

Then now the time is, Commander.

Yes, sir.

-(ROARING)
-(ALL ROARING)

Charge!

MAN: Head for cover!

-(TARZAN YELL)
(ROARS)

You're gonna need me
on this one, Master.

Oh, I agree.

However, it may turn out
just to be a wild bantha chase.

Master.

I've disappointed you.

Uh, I haven't been very appreciative
of your training.

I've been arrogant, and I apologize.

I've just been so frustrated
with the council.

You are strong and wise, Anakin,
and I am very proud of you.

I have trained you
since you were a small boy.

I have taught you everything I know.

And you have become a far greater Jedi
than I could ever hope to be.

But be patient, Anakin.

It will not be long before the council
makes you a Jedi master.

Obi-Wan. May the Force be with you.

Goodbye, old friend.
May the Force be with you.

MAN: Fortunately, most of the cities

are concentrated
on this small continent here.

On the far side.

I'll keep them distracted
until you get there.

Just don't take too long.

Come on. When have I ever let you down?

(CHUCKLES) Very well.

The burden is on me not to destroy
all the droids until you arrive.

Save your energy.

(SIGHS) I can't.

Don't give up, Padmé.

(SIGHS)

Obi-Wan's been here, hasn't he?

He came by this morning.

What did he want?

He's worried about you.

He says you've been
under a lot of stress.

(SIGHS)

I feel lost.

Lost? What do you mean?

Obi-Wan and the council don't trust me.

They trust you with their lives.

Something's happening.

I'm not the Jedi I should be.

I want more.

And I know I shouldn't.

You expect too much of yourself.

- I found a way to save you.
-Save me?

From my nightmares.

Is that what's bothering you?

I won't lose you, Padmé.

I'm not gonna die in childbirth, Ani.

- I promise you.
-No, I promise you.

(CREATURES SQUAWKING)

(SQUAWKING)

Greetings, young Jedi.

What brings you to our remote sanctuary?

Unfortunately, the war.

There's no war here
unless you brought it with you.

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.

(ALL SPEAKING ALIEN LANGUAGE)

He is here. We are being held hostage.

-They are watching us.
- I understand.

Tenth level, thousands of battle droids.

Tell your people to take shelter.

If you have warriors, now is the time.

Take the fighter back to the ship.
Tell Cody I've made contact.

(BEEPING)

-Is he bringing additional warriors?
-He didn't say.

(SQUAWKING)

(SQUAWKING)

(YIPPING)

(SNARLS)

(YIPPING)

(GROWLS)

(YIPS)

(SNARLS)

It won't be long before the armies
of the Republic track us here.

(WHEEZING)

I am sending you to
the Mustafar system in the outer rim.

(YIPPING)

It is a volcanic planet.

-You will be safe there.
-Safe?

Hmph! Chancellor Palpatine
managed to escape your grip, General.

Without Count Dooku, I have doubts
about your ability to keep us safe.

GRIEVOUS: Be thankful, Viceroy,

you have not found yourself in my grip.

GRIEVOUS: Your ship is waiting.

(COUGHING)

(HISSES, SNORTS SOFTLY)

Hello there.

General Kenobi. (CACKLES)

You are a bold one.

(CACKLES) Kill him.

(YELPING, WHINING)

Back away.

I will deal with this Jedi slime myself.

Your move.

You fool.

I've been trained in your
Jedi arts by Count Dooku.

(COUGHING)

Attack, Kenobi.

(CACKLES)

(GRIEVOUS GROANS)

(GROWLING)

(GROWLS)

(GROANING)

(GRUNTS)

MAN 1: Go, go, go, go! Move it! Move it!

Everybody out.
Let's go, let's go, let's go.

MAN 2: Cover yourself. Come on.

-(CACKLING)
-MAN 1: Move it! Move it!

(GROANING)

MAN 1: Come on, move!
Come on, everybody!

Army or not,

you must realize you are doomed.

Oh, I don't think so. (GRUNTS)

(BATTLE DROID SCREAMS)

(GRUNTS)

-(WHISTLES)
-Uh-oh.

(YIPPING)

Hyah!

(SCREAMS)

(GROANS)

-(SCREAMS)
-MAN: Cover that corner.

Master Windu, may I interrupt?

General Kenobi has made contact
with General Grievous,

and we have begun our attack.

WINDU: Thank you, Commander.

Anakin, deliver this report
to the Chancellor.

His reaction will give us
a clue to his intentions.

Yes, Master.

I sense a plot to destroy the Jedi.

The dark side of the Force
surrounds the Chancellor.

If he does not give up
his emergency powers

after the destruction of Grievous,

then he should be removed from office.

The Jedi Council would have
to take control of the senate

in order to secure
a peaceful transition.

To a dark place
this line of thought will carry us.

Hmm. Great care we must take.

Chancellor.

We've just received
a report from Master Kenobi.

He has engaged General Grievous.

We can only hope that Master Kenobi
is up to the challenge.

I should be there with him.

It's upsetting to me
to see that the council

doesn't seem
to fully appreciate your talents.

Don't you wonder
why they won't make you a Jedi master?

I wish I knew.

More and more I get the feeling that

I'm being excluded from the council.

I know there are things about the Force
that they're not telling me.

They don't trust you, Anakin.

They see your future.

They know your power
will be too strong to control.

You must break through the fog of lies
the Jedi have created around you.

Let me help you to know
the subtleties of the Force.

How do you know the ways of the Force?

My mentor taught me everything
about the Force.

Even the nature of the dark side.

You know the dark side?

Anakin,

if one is to understand
the great mystery,

one must study all its aspects,

not just the dogmatic narrow view
of the Jedi.

If you wish to become
a complete and wise leader,

you must embrace
a larger view of the Force.

Be careful of the Jedi, Anakin.

Only through me

can you achieve a power greater
than any Jedi.

Learn to know the dark side
of the Force,

and you will be able to save your wife

from certain death.

What did you say?

Use my knowledge. I beg you.

You're the Sith lord.

I know what's been troubling you.
Listen to me.

Don't continue to be a pawn
of the Jedi Council.

Ever since I've known you,
you've been searching for a life

greater than that of an ordinary Jedi.

A life of significance,

of conscience.

-Are you going to kill me?
-I would certainly like to.

I know you would.

I can feel your anger.

It gives you focus,

makes you stronger.

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

Of course. You should.

But you're not sure
of their intentions, are you?

I will quickly discover
the truth of all this.

You have great wisdom, Anakin.

Know the power of the dark side.

Power to save Padmé.

(YIPPING)

-(YIPPING)
(PANTING)

(GRUNTS)

(YIPPING)

(GROANS)

(GROANS)

(GROWLS)

(GROANS)

(GROWLS)

(GASPS, SHOUTS)

(GROANS)

-Aaah!
-(CACKLING)

(GROANS)

(GROANING)

(GRUNTS)

So uncivilized.

(SIZZLING)

ANAKIN: Master Windu,
I must talk to you.

Skywalker, we just received word that
Obi-Wan has destroyed General Grievous.

We're on our way to make sure
the Chancellor

returns emergency power
back to the senate.

He won't give up his power.
I've just learned a terrible truth.

I think Chancellor Palpatine
is a Sith lord.

A Sith lord?

Yes. The one we've been looking for.

How do you know this?

He knows the ways of the Force.

He's been trained to use the dark side.

-Are you sure?
-Absolutely.

Then our worst fears have been realized.

We must move quickly
if the Jedi order is to survive.

Master, the Chancellor is very powerful.

You'll need my help
if you're going to arrest him.

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.

-I must go, Master.
-No.

If what you've told me is true,

you will have gained my trust.

But for now, remain here.

Wait in the council chambers
until we return.

-(CLICK, WHIRRING)
-Yes, Master.

PALPATINE: You do know, don't you,

if the Jedi destroy me,

any chance of saving her will be lost.

Master Windu. I take it General Grievous
has been destroyed then.

I must say you're here
sooner than expected.

In the name
of the Galactic Senate of the Republic,

you're under arrest, Chancellor.

Are you threatening me, Master Jedi?

The senate will decide your fate.

- I am the senate.
-Not yet.

It's treason then.

(SNARLS)

-(SCREAMS)
(SCREAMS)

(SCREAMS)

(GRUNTING)

(SNARLS)

(GROANING)

(GASPING)

You are under arrest, my lord.

Anakin, I told you
it would come to this.

I was right.

The Jedi are taking over.

The oppression of the Sith
will never return.

You have lost.

No.

No. No. You will die!

He's a traitor!

He is the traitor! (GROANING)

I have the power to save
the one you love.

You must choose.

Don't listen to him, Anakin!

Don't let him kill me.

I can't hold it any longer.

(STAMMERING) I can't. I'm weak.

I'm too weak.

-Anakin.
-(GRUNTS)

Help me. Help me!

(GROANS)

I can't hold on any longer.

I am going to end this once and for all.

ANAKIN: You can't.

He must stand trial.

He has control of the senate
and the courts.

He's too dangerous to be left alive.

I'm too weak. Oh. Don't kill me. Please.

ANAKIN: It's not the Jedi way.

He must live.

Please don't.

I need him.

-Please don't!
-No!

(SCREAMS)

Power!

(SCREAMING)

Unlimited power!

(SIGHS)

What have I done?

(THUNDER RUMBLING)

(MOANS)

You're fulfilling your destiny, Anakin.

Become my apprentice.

Learn to use the dark side of the Force.

I will do whatever you ask.

Good.

Just help me save Padmé's life.

I can't live without her.

(RASPY BREATHING)

To cheat death is a power
only one has achieved,

but if we work together,

I know we can discover the secret.

I pledge myself

-to your teachings.
- (MURMURS)

Good.

Good.

(RASPY BREATHING)

(GROWLS SOFTLY)

The Force is strong with you.

A powerful Sith you will become.

Henceforth you shall be known as,

Darth

Vader.

Thank you, my master.

Rise.

(MURMURS)

(LASER BLASTERS FIRING IN DISTANCE)

(SIGHS)

PALPATINE: Because the council did not
trust you, my young apprentice,

I believe you are the only Jedi
with no knowledge of this plot.

When the Jedi learn
what has transpired here,

they will kill us,

along with all the senators.

I agree.

The council's next move
will be against the senate.

Every single Jedi,

including your friend Obi-Wan Kenobi,

is now an enemy of the Republic.

I understand, Master.

We must move quickly.

The Jedi are relentless.

If they are not all destroyed,
it will be civil war without end.

First I want you to go
to the Jedi temple.

We will catch them off-balance.

Do what must be done, Lord Vader.

Do not hesitate. Show no mercy.

Only then will you be strong enough
with the dark side

to save Padmé.

What about the other Jedi
spread across the galaxy?

Their betrayal will be dealt with.

After you have killed
all the Jedi in the temple,

go to the Mustafar system.

Wipe out Viceroy Gunray

and the other separatist leaders.

Once more the Sith will rule the galaxy!

And

we shall have peace.

Sergeant, over here!

Hurry! Follow them!

(SCREAMS)

All Red units, let's move it!

Come on. Let's go!

(SCREECHES)

(YIPPING)

Commander, contact your troops.

Tell them to move to the higher levels.

Very good, sir.

Oh, by the way,
I think you'll be needing this.

Thank you, Cody. Now let's get a
move on. We've got a battle to win here.

-Hyah!
-Yes, Sir.

(BEEPING)

Commander Cody,

the time has come.

Execute order 66.

Yes, my lord.

(YIPPING)

Blast him!

(YIPPING)

(SCREAMING)

Come on!

(WEAPONS COCKING)

(GROANS)

(SQUAWKING)

Execute order 66.

It will be done, my lord.

(SQUAWKING)

-It will be done, my lord.
-(BEEPS)

(WOOKIEES ROARING)

(BOTH GROWL)

(BOTH MURMURING, ROARING)

Master Skywalker,
there are too many of them.

What are we going to do?

The Chancellor's office indicated

Master Anakin returned
to the Jedi temple.

Don't worry.
I'm sure he'll be all right.

(SOBBING)

-What's going on here?
-There's been a rebellion, sir.

Don't worry.
The situation is under control.

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

And so it is.

-(LIGHTSABER ACTIVATES)
-Get him!

No!

Don't worry about him. Let him go.

(GRUNTING)

(BEEPING)

All these Wookiees are dead.
Move to the east.

Yes, sir.

(MURMURS)

Goodbye, Tarfful.

Goodbye, Chewbacca.

(ROARS)

Miss you I will.

(ROARS SOFTLY)

(BOTH MURMURING)

(ROARS)

(BOTH MURMURING)

(MURMURS)

(ROARS)

Hopefully we'll be able
to intercept a few Jedi

before they walk into this catastrophe.

CODY: Did you find Kenobi?

Sir, no one could have survived
that fall.

CODY: Start loading your men
on the ships.

Move it.

(BEEPING)

Emergency code 913.

I have no contact on any frequency.

(DISTORTED) Master Kenobi.

-Repeat.
-Master Kenobi.

Senator Organa. My clone troops
turned on me. I need help.

We have just rescued Master Yoda.

It appears this ambush
has happened everywhere.

We're sending you our coordinates.

-(BEEPING)
-Hush! Not so loud.

Are you all right?

I heard there was an attack
on the Jedi temple.

-You could see the smoke from here.
-I'm fine. I'm fine.

I came to see if you
and the baby are safe.

What's happening?

The Jedi have tried
to overthrow the Republic.

I can't believe that.

I saw Master Windu attempt
to assassinate the Chancellor myself.

Oh, Anakin. What are you gonna do?

I will not betray the Republic.

My loyalties lie with the Chancellor

and with the senate and with you.

What about Obi-Wan?

I don't know.

Many Jedi have been killed.

We can only hope that he's remained
loyal to the Chancellor.

Anakin, I'm afraid.

Have faith, my love.

Everything will soon be set right.

The Chancellor has given me
a very important mission.

The separatists have gathered
on the Mustafar system.

I'm going there to end this war.

Wait for me until I return.

Things will be different. I promise.

Please, wait for me.

(R2-D2 BEEPS)

Well, he is under a lot of stress, R2.

(BEEPING, WHISTLING)

Take care, my little friend.

Oh, my lady, is there anything
I might do?

No, thank you, 3PO.

Oh. I... I feel so helpless.

How many other Jedi
have managed to survive?

Heard from no one have we.

I saw thousands of troops
attack the Jedi temple.

That's why I went looking for Yoda.

Have we had any contact from the temple?

Received a coded retreat message
we have.

It requests all Jedi to return
to the temple.

-It says the war is over.
-Well, then we must go back.

If there are any stragglers, they
will fall into the trap and be killed.

Hmm. Suggest dismantling
the coded signal, do you?

Yes, Master. There is too much at stake.

I agree.

And a little more knowledge
might light our way.

The plan has gone
as you had promised, my lord.

You have done well, Viceroy.

When my new apprentice
Darth Vader arrives,

he will take care of you.

We're receiving a message
from the Chancellor's office, sir.

-Send it through.
-Yes, Sir.

Senator Organa, the supreme Chancellor
requests your presence

at a special session of Congress.

- I will be there.
-He'll be expecting you.

-Could be a trap.
- I don't think so.

The Chancellor will not be able to
control the thousands of star systems

without keeping the senate intact.

If a special session
of Congress there is,

easier for us to enter
the Jedi temple it will be.

(WHISTLES)

(WHISTLES)

R2, stay with the ship.

(BEEPING, WHISTLING)

(SPEAKING GEONOSIAN)

(BEEPING, SQUEAKING)

Welcome, Lord Vader.
We've been expecting you.

(SCREAMS)

(SHOUTS)

-(GROANS)
(THUD)

(GROANS)

(GRUNTS)

(APPLAUSE)

PALPATINE: And the Jedi rebellion
has been foiled.

What's happened?

The Chancellor's been elaborating

on a plot by the Jedi
to overthrow the senate.

The remaining Jedi
will be hunted down and defeated.

(APPLAUSE)

Not even the younglings survived.

Killed not by clones

this Padawan.

By a lightsaber he was.

Who? Who could have done this?

(GROANS)

(APPLAUSE)

The attempt on my life

has left me scarred

and deformed.

But I assure you.

My resolve has never been stronger!

(APPLAUSE)

Stop! No!

(SCREAMS)

(GROANS)

In order to ensure the security

and continuing stability,

the Republic will be reorganized

into the first Galactic Empire!

-(APPLAUSE)
-For a safe

and secure society.

(APPLAUSE)

So this is how liberty dies.

With thunderous applause.

The war is over.

Lord Sidious promised us peace.
We only want...

(SCREAMS)

I have recalibrated the code,
warning all surviving Jedi to stay away.

For the clones

to discover the recalibration
a long time it will take.

Wait. Master.

There is something I must know.

If into the security recordings you go,

only pain will you find.

I must know the truth, Master.

(MURMURS SOFTLY)

It can't be.

It can't be.

You have done well, my new apprentice.

Now, Lord Vader,

go and bring peace to the Empire.

I can't watch any more.

Destroy the Sith we must.

Send me to kill the emperor.

I will not kill Anakin.

To fight this Lord Sidious,
strong enough you are not.

He is like my brother. I cannot do it.

Twisted by the dark side
young Skywalker has become.

The boy you trained, gone he is.

Consumed by Darth Vader.

I do not know
where the emperor has sent him.

I don't know where to look.

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

When was the last time you saw him?

Yesterday.

And do you know where he is now?

No.

Padmé, I need your help.

-He is in grave danger.
-From the Sith?

From himself.

Padmé,

Anakin has turned to the dark side.

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

I have seen a security hologram

of him

killing younglings.

Not Anakin. He couldn't.

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.

I don't believe you.

I can't.

Padmé,

I must find him.

You're going to kill him, aren't you?

He has become a very great threat.

I can't.

Anakin is the father, isn't he?

I'm so sorry.

TYPHO: Milady, let me come with you.

PADME: There's no danger. The fighting's
over. And this is personal.

As you wish, milady,
but I strongly disagree.

I'll be all right, Captain.
This is something I must do myself.

Besides, 3PO will look after me.

C-3PO: Oh, dear.

-(BEEPS)
-Do you know?

I think I'm beginning to get the hang
of this flying business. Hmm.

(REVVING)

The separatists
have been taken care of, my master.

It is finished then.

You have restored
peace and justice to the galaxy.

Send a message to the ships
of the Trade Federation.

All droid units
must shut down immediately.

Very good, my lord.

(BEEPING)

(HATCH OPENS)

ANAKIN: I saw your ship.

-What are you doing out here?
-I was so worried about you.

Obi-Wan told me terrible things.

What things?

He said you've turned to the dark side.

That you

killed younglings.

Obi-Wan is trying
to turn you against me.

-He cares about us.
-Us?

He knows.

He wants to help you.

Anakin, all want is your love.

Love won't save you, Padmé.

-Only my new powers can do that.
-At what cost?

You're a good person. Don't do this.

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.

Come away with me.

Help me raise our child.

Leave everything else behind
while we still can.

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 can overthrow him.

And together,
you and I can rule the galaxy,

make things the way we want them to be.

I don't believe what I'm hearing.

Obi-Wan was right. You've changed.

I don't want to hear any more
about Obi-Wan.

The Jedi turned against me.
Don't you turn against me.

I don't know you anymore.

Anakin,

you're breaking my heart.

You're going down a path I can't follow.

Because of Obi-Wan?

Because of what you've done.

What you plan to do.

Stop. Stop now. Come back.

-I love you.
-Liar!

(GASPS)

No.

You're with him!
You brought him here to kill me.

-No.
-Let her go, Anakin.

Anakin.

Let her go.

(GASPS)

You turned her against me!

You have done that yourself.

You will not take her from me!

Your anger and your lust for power
have already done that.

You have allowed this dark lord
to twist your mind, until now...

Until now you have become
the very thing you swore to destroy.

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.

Your new empire?

Don't make me kill you.

Anakin, my allegiance
is to the Republic, to democracy!

ANAKIN: If you're not with me,

then you're my enemy.

Only a Sith deals in absolutes.

I will do what I must.

ANAKIN: You will try.

(SHOUTS)

(BOTH GRUNTING)

(GRUNTS)

I hear a new apprentice
you have, Emperor.

Or should I call you Darth Sidious?

Master Yoda.

You survived.

Surprised?

Your arrogance blinds you, Master Yoda.

Now you will experience

the full power of the dark side.

(CACKLING)

I have waited a long time

for this moment,

my little green friend.

(CACKLING)

(CACKLING CONTINUES)

-(GRUNTS)
-At last the Jedi are no more.

Not if anything to say about it I have.

Aaah!

At an end your rule is.

And not short enough it was.

(GRUNTS)

(GASPS)

If so powerful you are,

why leave?

You will not stop me.

Darth Vader will become
more powerful than either of us.

Faith in your new apprentice
misplaced may be.

As is your faith
in the dark side of the Force.

-(CACKLING)
(GRUNTS)

(CHOKING)

(GROANING)

(MOUTHING)

-(GRUNTS)
(GROANS)

(GRUNTING)

(SHOUTS)

(GRUNTING)

-(ELECTRONIC TWITTERING)
-(ALARM BEEPING)

(ALARM BLARING)

(GROANS)

(CACKLING)

(CACKLES)

(CACKLING)

(CRASH)

(GRUNTING)

(CACKLING)

(GROANING)

(GRUNTS)

(PALPATINE CACKLING)

(GROANING)

(BEEPING)

(GRUNTS)

(PANTING)

Hurry. Careful timing we will need.

Activate your homing beacon
when you're ready.

There's no sign of his body, sir.

Then he is not dead. Double your search.

Yes, sir. Right away, sir.

Tell Captain Kagi to prepare my shuttle
for immediate takeoff.

Yes, Master.

I sense Lord Vader is in danger.

(PANTING)

(BEEPS)

(HATCH OPENS)

Into exile I must go.

Failed I have.

(GRUNTS)

(PANTING)

I have failed you, Anakin.

I have failed you.

I should have known the Jedi
were plotting to take over.

Anakin, Chancellor Palpatine is evil!

From my point of view,
the Jedi are evil.

Well, then you are lost!

(DROID WHISTLES)

This is the end for you, my master.

It's over, Anakin.
I have the high ground.

You underestimate my power.

Don't try it.

(SHOUTS)

(GROANING)

(ANAKIN CONTINUES GROANING)

(ANAKIN SHOUTING)

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!

(CONTINUES GROANING)

I hate you!

You were my brother, Anakin.

I loved you.

(SCREAMING)

(SCREAMING)

(ANAKIN GROANING)

(SCREAMING)

(ANAKIN GROANING)

(WHISTLES, BEEPS)

Oh. Master Kenobi.

Um, we have Miss Padmé on board.

Yes. Please, please hurry.

We should leave this dreadful place.

Obi-Wan.

Is Anakin all right?

(WHISTLES SOFTLY)

(MOANING SOFTLY)

(GROANING)

MAN: Your Majesty, this way.

There he is.

He's still alive.

Get a medical capsule immediately.

Yes, sir. Right away.

(MOANING SOFTLY)

Excuse me, Master Yoda.

Obi-Wan Kenobi has made contact.

We'll take her to the medical center.
Quickly.

(THUNDERCLAP)

Medically, she's completely healthy.

For reasons we can't explain,
we are losing her.

-She's dying?
-We don't know why.

She has lost the will to live.

We need to operate quickly
if we are to save the babies.

Babies?

She's carrying twins.

(HEARTBEAT THUMPING)

(SCREAMING)

(WHIMPERING, SOBBING)

(BABY CRYING)

(SPEAKING ALIEN LANGUAGE)

-Luke.
-(BABY COOING)

-Oh, Luke.
-(COOING)

(PADME WHIMPERS)

(COMFORTING IN ALIEN LANGUAGE)

(BREATHING ERRATICALLY)

(SHOUTING)

(BABY CRYING)

(SPEAKING ALIEN LANGUAGE)

-OBI-WAN: It's a girl.
-Leia.

(HEARTBEAT THUMPING)

(BEEPING)

(WHEEZING)

-(SOFT THUD)
-(HISS)

(MECHANICAL BREATHING)

Obi-Wan?

(BREATHING HEAVILY)

There's good in him.

I know.

I know there's...

Still...

(COOS)

(CRYING)

(STEAM HISSES)

(MECHANICAL BREATHING)

(THUD)

-Lord Vader.
-(MECHANICAL BREATHING)

Can you hear me?

(MECHANICAL BREATHING CONTINUES)

(IN DEEP VOICE) Yes, Master.

Where is Padmé?

Is she safe?

Is she all right?

It seems, in your anger, you killed her.

I? I couldn't have.

She was alive. I felt it!

(DARTH VADER MOANING)

(GROANING)

No!

Hidden, safe the children must be kept.

We must take them somewhere where
the Sith will not sense their presence.

Hmm. Split up they should be.

My wife and I will take the girl.

We've always talked
of adopting a baby girl.

She will be loved with us.

And what of the boy?

To Tatooine. To his family send him.

I will take the child
and watch over him.

Until the time is right,
disappear we will.

Master Kenobi, wait a moment.

In your solitude on Tatooine,
training I have for you.

Training?

An old friend has learned
the path to immortality.

One who has returned
from the netherworld of the Force.

Your old master.

Qui-Gon?

How to commune with him
I will teach you.

-Captain Antilles.
-Yes, Your Highness?

I'm placing these droids in your care.

Treat them well. Clean them up.

Have the protocol droid's mind wiped.

-What?
-(BEEPS)

Oh, no.

(MECHANICAL BREATHING)

(BLEATS)

(SNORTS)