Episode III Source Guide

Story – Characters – StarshipsVehicles – Planets – Aliens – Droids – Creatures – EquipmentForce Powers

The Star Wars Episode II Attack of the Clones Source Guide is in development.


Episode III

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….

It has been three years since the events of Attack of the Clones. The Galactic Republic is in the midst of the epic war with the Confederacy of Independent Systems under the leadership of Count Dooku, who is also the Sith Lord, Darth Tyranus. The Confederacy’s cyborg military leader, General Grievous of the Separatist Droid Army, has infiltrated Coruscant and captured Supreme Chancellor Sheev Palpatine, leader of the Galactic Senate.

As the Separatist Droid Army attempts to escape the Galactic capital, a massive space battle erupts, into which race Jedi Master Obi-Wan Kenobi and his former padawan, now Jedi Knight Anakin Skywalker, leading a mission to rescue the Chancellor. The Jedi fight through the Separatist armada. In the process, Obi-Wan’s interceptor is damaged by buzz droids and his astromech, R4-P17, is destroyed. Anakin attempts to shoot the droids off, though succeeds only in blasting apart the wing of his former Master’s vessel. Obi-Wan tells Anakin to hold his fire as he’s not helping. Anakin agrees it was a bad idea. Obi-Wan tells Anakin to go on and rescue the Chancellor, but Anakin says he won’t leave without Obi-Wan. Anakin uses one of his fighter wings to knock some of the buzz droids off Obi-Wan’s fighter, but one manages to crawl onto Anakin’s ship although it is quickly disabled by R2-D2. As they approach Grievous’s flagship, Obi-Wan reminds Anakin their shields are still up, so Anakin breaks formation and attacks a shield generator, knocking out the shields on the docking bay of the ship. The two Jedi crash-land.

Anakin and Obi-Wan make their way through the flagship, fighting through an army of droids. Meanwhile, R2-D2 aids them from the hangar bay while simultaneously incinerating a pair of super battle droids, using fuel and his thrusters.

The Jedi reach the top, finding the captive Chancellor Palpatine. They are confronted by Count Dooku himself, and an intense lightsaber duel ensues. The Jedi throw the Count off guard, by converting from basic attacks to more skilled tactics. During the battle, Obi-Wan is rendered unconscious when Dooku uses the Force to hold him in mid-air by the throat before hurling him against a railing.

Anakin continues the battle and is repeatedly taunted by Dooku. Using his anger, Anakin taps into the dark side of the Force and gets the better of the duel. He severs both of Dooku’s hands, rendering him incapable of defending himself, and then holds him at blade point with both his own lightsaber and Dooku’s weapon. Palpatine encourages Anakin to kill Dooku. At first, Anakin hesitates but Palpatine firmly insists; completely unaware of Palpatine’s true intentions, Anakin viciously decapitates the helpless Dooku. His body falls to the ground and his head falls fast to the ground and rolled like a bowling ball.

An explosion occurs deep in the ship, brought on by the attack of the Jedi Star cruiser, causing the Invisible Hand to begin an uncontrolled descent into Coruscant. Despite Palpatine’s persuasions that he should leave the unconscious Obi-Wan, Anakin carries him on his back, and maneuvers through the ship with the Chancellor. Obi-Wan later regains consciousness.

After Grievous has the bridge crew regain control of his flagship by firing the emergency booster engines, he makes certain the two Jedi and their ward are captured. Having fallen foul of a ray shield trap, the three are brought to the bridge under custody, but R2 successfully creates a distraction, allowing the Jedi to retrieve their lightsabers and break free.

Grievous then sends a pair of his powerful IG-100 MagnaGuard droids after the Jedi. Obi-Wan quickly beheads the first MagnaGuard with his blade, but the droid continues the fight, forcing Obi-Wan to slice the droid warrior apart before it deactivates. Anakin finishes off the second MagnaGuard and destroys the battle droids attempting to drag Palpatine from the bridge. The Jedi close in on Grievous, though the wily General smashes a window with his fallen guard’s electrostaff, and is swept outside. Using a tow cable, Grievous latches himself to the ship and heads for the escape pods. Launching all other escape capsules, Grievous speeds for the safety of a Trade Federation Lucrehulk-class battleship. Once again, the flagship begins to descend in free fall into Coruscant, but Anakin takes the controls and pilots the ship into a hard landing, aided by emergency firespeeders, on one of Coruscant’s industrial landing platforms.

On Coruscant, Anakin is praised for his heroics. He meets secretly with Padmé Amidala, and they share a kiss in the shadows of the Senate office building, keeping their love secret. She reveals to him that she is pregnant with their child.

Elsewhere, Grievous, now both the political and military leader of the Separatists, arrives on Utapau, where Trade Federation Viceroy Nute Gunray, Geonosian Archduke Poggle the Lesser, Techno Union head of state and Foreman Wat Tambor and others on the Separatist Council remain in hiding. The General is contacted by Darth Sidious, who gives him instructions to move the Separatist leaders to a volcanic planet, Mustafar. He also explains that the war is almost over. Grievous is uncertain about this, given Count Dooku’s death. Sidious assures him that Darth Tyranus’s death and loss was necessary, for he would soon have a new apprentice: one far younger and more powerful.

Later, on Coruscant, Anakin awakens in a panic, covered in sweat. He reveals to Padmé that he has been dreaming about her dying in childbirth, and believing that he can’t live without her, vows not to let this dream come true.

Chancellor Palpatine requests Anakin’s presence, and they meet in the Chancellor’s office. The Senate has granted the Chancellor further emergency powers, giving him direct control of the Jedi Council. Palpatine confides in Anakin his fear, distrust, and contempt of the Masters. He appoints Anakin to be his personal representative on the Council.

The High Council begrudgingly accepts Anakin’s appointment, but does not grant him the rank of Master. Anakin reacts angrily at this perceived slight, but is quickly shut down by Windu. Ignoring his outburst, the Council goes on to discuss matters concerning the war. It is decided that Anakin will be assigned to protect the Chancellor, and Yoda will take a battalion of clones to reinforce the Wookiees on Kashyyyk. Anakin is angry and disappointed.

Obi-Wan later tells Anakin that the Council wants Anakin to report on all the Chancellor’s dealings, essentially spying on him. Anakin is confused and upset, feeling torn between two friends and loyalties. Obi-Wan himself is unhappy with the situation.

At the Galaxies Opera House in the Uscru District, Anakin joins Palpatine in watching the Mon Calamari Aquatic Ballet performing Squid Lake. Palpatine tells Anakin Clone Intelligence has located General Grievous hiding in the Utapau system. Anakin is delighted by this news, as Grievous’s capture will accelerate the war’s end. Palpatine remarks that he’d question the competence of the Jedi Council if Anakin was not sent on the mission. Inviting Anakin to join him, Palpatine dismisses his aides: once they are gone, Palpatine seduces Anakin to the dark side. He also tells Anakin that the Jedi Order wishes to overthrow the Republic and that if he has suspected it, Anakin must surely have sensed it. Anakin confirms that the Jedi don’t trust him, a fact that Palpatine expands to include the Senate, the Republic, and democracy as a whole. Anakin tells Palpatine that his trust in the Jedi has been shaken and Palpatine deduces Anakin’s distaste for the Council’s mission to spy on the Chancellor. Palpatine takes Anakin back to some of the early political lessons Palpatine tried to teach him, about how all those who gain power are afraid to lose it and that includes the Jedi. Anakin tries to defend the Jedi by saying they use their powers for good, but Palpatine argues good is only a point of view, noting that in almost every conceivable manner, including a quest for greater power, the Sith and the Jedi are exactly alike. Anakin disagrees, remarking that the Sith depend on passion for strength, thinking only of themselves, whereas the Jedi are selfless, thinking only of others.

After a brief pause in their conversation, Palpatine makes a remark about the tragedy of Darth Plagueis The Wise. Palpatine describes Darth Plagueis as a Dark Lord of the Sith so powerful and wise that he could use the Force to influence the midi-chlorians to create life. Not only this, but having such power and knowledge of the dark side, Plagueis could use this ability to save people he cared about from death, a statement which gets Anakin’s attention (which was Palpatine’s desire) and Palpatine describes the dark side of the Force as a pathway to many abilities considered by some to be unnatural. When Anakin asks what happened to Darth Plagueis, Palpatine concludes that Plagueis became so powerful that all he feared was losing his power, which he eventually did. Unfortunately for Plagueis, he taught his apprentice, who happened to be Darth Sidious, all he knew: after he had, his apprentice killed him in his sleep. (The Sith apprentice in the story, as implied by the film and explicitly stated in various Star Wars Legends sources, is Palpatine himself.) Palpatine notes the irony of how Plagueis could keep others from dying, but not himself. When Anakin asks if it is possible to learn the power to stop death, Palpatine simply replies, “Not from a Jedi,” further alienating Anakin from the Jedi Order.

On Kashyyyk, Yoda, Luminara Unduli, and Gree, along with Tarfful and Chewbacca defend the planet against the Corporate Alliance Tanks, Dwarf Spider droids, Droid Gunships, and legions of battle droids.

Later, in a meeting with the Jedi Council, Anakin relays the information about Grievous, explaining that a partial message was intercepted in a diplomatic packet from the Chairman of Utapau. Yoda says they should act quickly and decisively on this information. When Anakin expresses his interest in going at Palpatine’s request, Mace Windu harshly tells him that the Council will decide who goes and not the Chancellor. Yoda believes that a Master with more experience is needed to confront, and defeat, Grievous. Ki-Adi-Mundi agrees and nominates Obi-Wan to go. With the nomination agreed on, the Council adjourns and Obi-Wan prepares to go to Utapau.

Anakin walks Obi-Wan to his Star Destroyer before he leaves. Anakin still believes he’d be needed on Utapau, and while Obi-Wan agrees, he also notes it might just be a wild Bantha chase. Anakin stops Obi-Wan and tells him that he knows he’s disappointed Obi-Wan and that he’s not been acting very grateful for the training he received. Anakin tells him he’s just been so frustrated with the Council lately, but that he does apologize. Obi-Wan calls Anakin strong and wise and tells Anakin he’s very proud of him and while Obi-Wan trained him since Anakin was a boy, he calls Anakin a far greater Jedi than Obi-Wan could hope to be. But Obi-Wan encourages Anakin to be patient and that it won’t be long before the Council makes Anakin a Jedi Master. The two bid each other farewell and Obi-Wan leaves for Utapau. Little do they know that this is the last time they will see or speak to each other as fellow Jedi and friends.

Obi-Wan arrives in Pau City on Utapau, and begins his search for General Grievous, riding a varactyl named Boga. He finds Grievous on the Tenth Level. After Obi-Wan dispatches the droids around Grievous, the two engage in single combat. Grievous’s arms split in half, allowing him to use four lightsabers at once. Obi-Wan quickly cuts off the lower halves of the General’s hands, helping to even out the odds a little. During the battle, the Third Systems Army arrives under the command of CC-2224 (Cody). Obi-Wan manages to catch Grievous off guard and uses the Force to push the fiendish droid general into the ceiling. Grievous drops his remaining two lightsabers and attempts to flee on his wheel bike, while Obi-Wan pursues on Boga. During the chase, Obi-Wan drops his lightsaber, which Commander Cody happens to find during the massive battle against the droids.

On Coruscant, Anakin tells Palpatine that General Grievous has been found on Utapau. Anakin insists he should be on Utapau as well. Their conversation shifts to Palpatine’s knowledge of the Force, and Palpatine reveals that he is Darth Sidious. Anakin ignites his lightsaber and threatens to kill Palpatine, but then decides to expose him to the Jedi Council. He is still concerned with saving his wife, and believes only Palpatine’s knowledge, learned from the late Darth Plagueis, will ensure this.

Obi-Wan continues to chase General Grievous on Utapau. He catches up with the General and jumps onto his wheel bike. Using Grievous’s electrostaff, he manages to destabilize the speeder, and it goes into a spin. Both Obi-Wan and Grievous are thrown off as the speeder topples over the edge of Grievous’s secret landing platform. Grievous then draws his blaster, though it is knocked from his hand by Obi-Wan, now wielding the electrostaff. He knocks Grievous down, and a brawl ensues, during which Kenobi tears open the General’s chest plates, revealing his living organs. Enraged, Grievous repeatedly hits Obi-Wan and then picks up the helpless Jedi and throws him over the edge. Obi-Wan barely manages to hang on and momentarily dangles for his life. As Grievous moves in for the kill, Obi-Wan uses the Force to retrieve the General’s blaster and fires at Grievous’s exposed organs. He hits, and they burst into flames. With his eyes flaming, Grievous falls to the floor, dead.

Anakin returns to the Jedi Temple and approaches Windu who tells Anakin that they have just been informed that Obi-Wan has destroyed General Grievous and so they are going to go to the Senate to ensure that Chancellor Palpatine gives back his emergency powers. However, Anakin reveals that Palpatine is a Sith Lord and is not likely to give up his powers, a statement which shocks Windu and stops him dead in his tracks. Anakin confirms what he just said and says he believes Palpatine is the one they have been looking for. When Windu asks how Anakin knows this, he tells Windu that Palpatine knows the ways of the Force and has been trained to use the dark side and that he is absolutely sure. Windu says their worst fears have now been realized and that if the Jedi Order is to survive, they must move quickly. Anakin warns Windu that Palpatine is very powerful and they’ll need his help to arrest Palpatine, but Windu urges him to stay out of it as he senses much fear in Anakin and it could cloud his judgment. Windu also adds that if what Anakin says is true then Anakin will have gained his trust but for now, he wants Anakin to wait in the Council Chambers until he returns. Masters Windu, Kit Fisto, Agen Kolar and Saesee Tiin board a gunship and head to Palpatine’s office.

Sitting in the Council Chambers, remembering Palpatine’s promise of stopping death and the dreams of Padmé dying in childbirth, Anakin ruminates over his decision: in his mind, he hears Palpatine’s voice saying that if the Jedi kill him, any chance of saving Padmé will be lost. Finally, he leaves and rushes after the four Jedi.

Windu and the three other Jedi Masters arrive at Chancellor Palpatine’s office. Windu declares Palpatine is under arrest and the Masters ignite their lightsabers. Sidious pulls a lightsaber from his sleeve and hurls himself at the Jedi with a screeching war cry. Kolar is the first to die, run through the chest and as Kolar’s life is ending due to the wound, Sidious turns and slices Tiin’s torso. A few seconds later, with more effort from Sidious, Fisto is slain, killed by a slash across the gut. Only Windu remains, alone against the Dark Lord.

Sidious and Windu continue the fight, dueling fiercely. At first, Sidious appears to have the upper hand, but Windu gradually gains ground, slowly driving the Sith Lord out of the Chancellor’s antechamber and into the office proper. Anakin arrives at the scene just as Windu disarms Sidious, both combatants balancing on the edge of the large window shattered during the duel. As Windu holds Sidious at blade point, the Sith Lord unleashes a torrent of Force lightning. However, Windu deflects it with his blade, casting much of the energy back into Sidious’s body. Sidious becomes hideously deformed; his face becomes deathly pale and sagged, his teeth become yellow and rotten, his fingernails become long and dirty, and his eyes turn burning yellow with blood-red rims. He then ends his assault, claiming he is too weak to fight on. As Windu is deciding to kill Sidious, Anakin approaches and claims Palpatine must stand trial: Windu disregards this, stating Sidious is too dangerous to be left alive. Anakin is finally forced to choose between the Jedi Order or Padmé. As Windu is about to deliver the killing blow, Anakin makes his choice, intervenes and cuts off Windu’s sword arm. Sidious, cackling with glee, tortures and blasts the shocked Windu out of the window, sending him plunging to his death hundreds of stories below.

Anakin is horrified by his actions, yet he knows now there is no turning back. He pledges allegiance to Sidious, in return for the Dark Lord’s power to stop death, in the hope of saving his beloved wife. Sidious takes Anakin as his Sith apprentice, bestowing upon him the Sith name Darth Vader. Sidious then gives Vader his first assignment: to launch a Siege of the Jedi Temple, ensuring the so-called Jedi Rebellion is crushed.

Vader leads the 501st Legion to the Temple. He and the clones rampage through the Temple, cutting down every Jedi that crosses his path, including swordsmaster Cin Drallig and even the younglings hiding out in the Council Chamber.

Meanwhile, from his office, Sidious broadcasts a command to the many clone trooper commanders spread throughout the galaxy: to execute Order 66, an action that is effectively set into motion.

Across the galaxy, clone troopers turn against their Jedi Generals. As this happens, Yoda feels everyone who is dying. On Utapau, Kenobi is flung off a cliff by a blast from an All Terrain Tactical Enforcer, but he and Boga survive the drop, and Obi-Wan flees on Grievous’s hidden starfighter; on Mygeeto, Jedi Master Ki-Adi-Mundi is gunned down by CC-1138 and the 21st Nova Corps; on the lush, tropical planet of Felucia, Jedi Knight Aayla Secura is murdered by CC-5052 and his 327th Star Corps; on Cato Neimoidia, Plo Koon’s Jedi starfighter is shot down by Aggressive ReConnaissance-170 starfighters, sending it smashing into a clone staging area; and on Saleucami, Stass Allie’s 74-Z speeder bike is destroyed by CC-8826 and his wingman, riding BARC speeders. On Kashyyyk, Yoda is overlooking the ongoing battle as Commander Gree receives the order. He and his lieutenant attempt to sneak up to Yoda, but the aged Master senses their intent and beheads both clones with a slash of his lightsaber. Tarfful and Chewbacca help Yoda escape the planet.

Senator Bail Organa arrives at the flaming Temple to witness the slaughter of a young Padawan named Zett Jukassa by a squad of troopers led by Commander Appo. Organa, horrified, flees the scene and departs Coruscant in the Tantive III, in an attempt to make contact with any surviving Jedi.

Both Obi-Wan and Yoda survive Order 66 and are picked up by Senator Organa, having evaded pursuit. The Jedi decide to return to Coruscant to recalibrate the Jedi beacon calling for all Jedi to return to Coruscant, knowing that it’s really a trap set by Darth Sidious. Kenobi hopes to instead warn any surviving Jedi to stay away from the Temple.

Following the attack on the Jedi Temple, Vader returns to Padmé at the Senate Apartment Complex, from where the smoke rising from the wrecked Temple can be seen. He tells her the Jedi have tried to take over the Republic, and there are traitors in the Senate. He asks for her loyalty to the Chancellor, then tells her that he will go to the Mustafar system, where the remaining Separatists have gathered, to end the war.

On Mustafar, Vader is greeted by Viceroy Gunray but quickly traps the Separatist Council in the bunker. He slaughters Poggle the Lesser, Rune Haako, Po Nudo and Wat Tambor among others. He leaves Gunray until last, slicing the Neimoidian across the chest even as he pleads for his life. It is at this point that the first physical manifestation of the dark side in Vader begins to show itself, as his irises turn a pallid yellow, the rest of his eye taking on a bright crimson hue.

The Senate holds a special session where Palpatine tells them of the “plot of the Jedi to overthrow the Senate,” but that it was foiled. Amidst thunderous applause, he informs the Senate that the surviving Jedi will be hunted down and defeated. He then states that “in order to insure the security and continued stability, the Republic will be reorganized into the first Galactic Empire,” which Palpatine describes as creating a safe and secure society. As the majority of the Senate screams their approval, Padmé Amidala and Bail Organa, who are shocked at the result, simply look around and Padmé can only remark “So this is how liberty dies, with thunderous applause.”

In the meantime, Obi-Wan and Yoda go to the Jedi Temple, slaying clone troopers and walking in disbelief through the carnage. Yoda notices that several of their fellow Jedi were cut down by a foe wielding a lightsaber. They recalibrate the Temple’s signal to warn all surviving Jedi to keep away from the Temple, but then Obi-Wan, wanting to know the truth, checks the security hologram recordings. To his horror, one recording shows Vader slaughtering a class of Jedi younglings and then kneeling before Sidious. Yoda says they must destroy the Sith, but Obi-Wan is reluctant to kill Vader and wants to go after the Emperor instead. Yoda, however, states that Obi-Wan is not strong enough to face Sidious and that Anakin is gone, “consumed” by Vader. Yoda sets out to confront Sidious, telling Obi-Wan to “use his feelings” to find Vader.

Following Yoda’s advice, Obi-Wan visits Padmé and tells her that Anakin has turned to the dark side and killed the younglings in the Jedi Temple. Despite her anguish, Padmé refuses to reveal where her husband has gone. Obi-Wan deduces that Padmé is carrying Anakin’s child and apologizes to her before leaving. On Mustafar, Vader surveys the violent landscape around him and smiles wickedly.

Later, Padmé leaves Coruscant in her star skiff, departing for Mustafar to find her husband and the truth. Unknown to her, Obi-Wan secretly stows away aboard the ship just before it takes off.

The star skiff lands on Mustafar, and Padmé is greeted by a smiling Vader. Padmé reveals her conversation with Obi-Wan; he tells her it is only lies but does not deny the accusations. Padmé begs him to run away with her to raise their child in peace. Vader, mad with power, claims that they no longer have to run away and he can overthrow Palpatine so that the two of them can rule the galaxy together. Padmé, realizing how much her husband has changed, backs away in horror and tearfully begs him to stop, insisting she still loves him.

As she pleads, Obi-Wan steps out onto the star skiff’s boarding ramp. Upon seeing him, Vader becomes enraged and accuses Padmé of lying about her love for him and betraying him to Obi-Wan. Without even allowing her a chance to explain herself, he begins Force-choking her. Obi-Wan intervenes and orders Vader to release Padmé, but Vader still knocks her unconscious. Turning his anger on Obi-Wan, Vader accuses him of turning his wife against him, but Obi-Wan retorts that Vader has done that himself and let himself be twisted by Sidious into the Sith he was meant to destroy. Vader refuses to listen and rants that he has brought order to his “new empire.” Obi-Wan, unable to believe what he is hearing, prepares to fight. Vader fumes that those who are against him are his enemies and engages Obi-Wan in a ferocious duel of Student vs. Master.

In the Chancellor’s office within the Galactic Senate Building, Yoda confronts Darth Sidious. They engage in an intense battle using their lightsabers and Force abilities. The duel brings them to the Galactic Senate Chamber, the heart of the Senate. Sidious hurls Senate pods at Yoda, and the effort to avoid them exhausts the Jedi Master. Sidious then blasts Yoda with Force Lightning, but with the last of his strength, the Jedi master repels it enough to send both himself and Sidious over the pod’s edge. Sidious is able to hold on to a senate pod, while Yoda falls to the senate floor leaving his cloak behind. With Bail Organa’s help, Yoda flees the Senate Building, intending to go into exile.

On Mustafar, the duel between Obi-Wan and Vader continues, with Obi-Wan on the defensive. A missed slash from Vader’s lightsaber damages a computer console, deactivating the facility’s shields. As deadly lava falls all around them, they ride a collection arm severed from the main structure down the molten river below, which falls over a waterfall of lava. Abandoning the arm, Obi-Wan leaps onto a hovering mining platform below, with Vader pursuing him back up the lava river atop a collection droid. Obi-Wan appeals to his old friend one last time, but Vader still refuses to see reason, forcing Obi-Wan to accept that his student, friend, and brother is corrupted beyond redemption.

After fending off another attack from Vader, Obi-Wan disengages as the platform nears the shore of the lava river, leaping up onto the black sand bank. Obi-Wan warns Vader that he now holds an unassailable position, but Vader, enraged and bloodthirsty, yells “You underestimate my power!” and foolishly leaps up to kill his old Master. With a swift sweep of his blade, Obi-Wan slices off Vader’s left arm and legs. Vader tumbles down the embankment and rolls to a stop at the edge of the river of lava.

As Obi-Wan watches, Vader, helpless and now fully consumed by the dark side, tries in vain to pull his crippled, smoking body up the embankment with his one remaining mechanical arm. Obi-Wan is overcome with disgust and sadness at the pitiful fate of “The Chosen One,” and is reduced nearly to tears. He angrily shouts that Vader has failed in his life and destiny, and has hurt all those who loved him, including Obi-Wan himself. All Vader can do is scream in pain and powerless rage, cursing his former friend and Master. The lava below Vader then catches his leg, setting him on fire, horribly burning and disfiguring him, with Obi-Wan unable to help him or kill him. After briefly staring at the charred, mutilated figure that was once Anakin Skywalker, Obi-Wan turns and walks away, taking Anakin’s dropped lightsaber with him. He returns to the star skiff and leaves the planet with the unconscious Padmé and her droids.

The Emperor arrives on Mustafar with a group of shock troopers led by Commander Thire. They rescue Darth Vader from the edge of death using a stasis pod and Sith medicines held in the Emperor’s shuttle.

On the isolated asteroid Polis Massa, Yoda meditates and hears the spirit voice of Qui-Gon Jinn. The voice tells him that there is a way to merge with the Force and retain consciousness after death. In order to learn this power, Yoda declares himself an apprentice to the spirit of Qui-Gon Jinn.

Obi-Wan arrives at Polis Massa with Padmé, who is given emergency medical treatment by the facility’s droids. She is dying, having lost the will to live. The medical droids work to save her babies—she has twins, much to the surprise of Bail Organa, Obi-Wan, and Yoda. A boy and a girl are born. In her last few dying breaths, Padmé gives them the names “Luke” and “Leia.”

As his children are born, Vader is being rebuilt at the Grand Republic Medical Facility on Coruscant. Vader is given new legs, a new arm, mechanized lungs, and other “replacement parts.” He is dressed in black armor, a face mask is sealed tightly, and his helmet is fitted. Darth Vader begins to breathe through his mask. Most, if not the entire surgery is carried out in true dark-side form, with Vader wide awake and apparently unanesthetized, leaving him moaning, screaming, and writhing in excruciating agony.

With Padmé’s final breath, she maintains that there is still good in Anakin. She dies still believing in the man she loved, before his violent acts against the Jedi Order and the Separatist Council.

Vader is raised to a standing position, his surgery complete. Vader begins to speak through his vocabulator to the Emperor, asking about Padmé. The Emperor, seeking to cut Vader’s last tie to his old life and permanently cement the dark side in his heart, lies to Vader, telling him that he accidentally killed his wife while Force-choking her. His last shred of hope and love now gone and his mind broken by the realization he himself killed the person he wanted to save, Vader rips himself free of the operating table and unleashes a powerful scream of rage, shame, and grief through the Force, shattering the droids and equipment. Vader howls “Nooo!” in anger and despair, while the Emperor looks on with an evil grin.

On board the Tantive III, docked at Naboo, Obi-Wan, Yoda, and Bail Organa sit at a conference table. They agree to keep Padmé appearing pregnant, thus faking the children’s deaths. For their own safety, Luke and Leia will be split up in hopes that the Sith will not sense their presence. Leia will be adopted by Bail Organa, and Luke would be sent to his father’s step family on Tatooine. Obi-Wan and Yoda will watch and wait until the time is ready for the Skywalker children to do their part. Yoda tells Obi-Wan to study the technique Qui-Gon learned to achieve immortality.

Bail Organa leaves R2-D2 and C-3PO in the care of Captain Raymus Antilles of the Tantive III. He orders a memory wipe of the talkative protocol droid.

On Naboo, Padmé’s funeral takes place in a solemn ceremony in Theed. Her hands clasp the japor snippet given to her by Anakin following his departure from Tatooine some thirteen years ago. To protect her children, her body appears to still be pregnant.

In a deleted scene, Yoda heads to Dagobah to begin his self-imposed exile, which he partly owes as penance for his failure to defeat Sidious.

On the bridge of a gray-hulled Venator-class Star Destroyer, Vader, the Emperor, and Governor Wilhuff Tarkin oversee the construction of a moon-sized battle station.

On Alderaan, the infant Leia is brought by Bail Organa to his wife, Queen Breha.

On Tatooine, Obi-Wan brings Luke to his new family: his uncle, Owen, and his aunt, Beru. Obi-Wan leaves on an eopie, heading to his exile in the Jundland Wastes. Owen and Beru, holding the infant Luke, look out to the horizon and watch the setting of Tatooine’s twin suns.


Aayla Secura
Agen Kolar
Anakin Skywalker/Darth Vader
ARC Trooper
Ask Aak
Bail Organa
Barrow Oicunn
Beru Lars
Breha Organa
Brookish Boon
Cat Miin
CC-1004 “Gree”
CC-1119 “Appo”
CC-1138 “Bacara”
CC-2224 “Cody”
CC-2237 “Odd Ball”
CC-4477 “Thire”
CC-5052 “Bly”
CC-8826 “Neyo”
Cellheim Anujo
Chi Eekway Papanoida
Cin Drallig
Coleman Kcaj
CT-0000/1010 “Fox”
CT-55/11-9009 “Jag”
Dannl Faytonni
Darth Plagueis
Delva Racine
Denaria Kee
Dznori Xam
Eeusu Estornii
Fema Baab
Gem Sirrom
Greeata Jendowanian
Gregar Typho
Gume Saam
Horox Ryyder
Ivor Drake
J’oopi Shé
Janu Godalhi
Jar Jar Binks
Jeremoch Colton
Jobal Naberrie
Kit Fisto
Koyi Mateil
Lampay Fay
Leia Organa
Luke Skywalker
Luminara Unduli
Lushros Dofine
Mace Windu
Mas Amedda
Meena Tills
Melik Galerha
Mon Mothma
Nank Tun
Neb Creip
Nee Alavar
Nute Gunray
Obi-Wan Kenobi
Opula Deget
Orn Free Taa
Osh Scal
Owen Lars
Padmé Amidala
Passel Argente
Plo Koon
Po Nudo
Poggle the Lesser
Pooja Naberrie
Raymus Antilles
Rugor Nass
Rune Haako
Rute Gunnay
Ruwee Naberrie
Ryoo Naberrie
Rystáll Sant
Saesee Tiin
San Hill
Sateen Vestswe
Selif Xam
Shaak Ti
Shadday Potkin
Sheev Palpatine/Darth Sidious
Sheltay Retrac
Shmi Skywalker Lars
Shu Mai
Sio Bibble
Sly Moore
Sola Naberrie
Stass Allie
Sweitt Concorkill
Tanner Cadaman
Terr Taneel
Tion Medon
Tundra Dowmeia
Ulfor Bombaasa
Waks Trode
Wat Tambor
Whie Malreaux
Wilhuff Tarkin
Zett Jukassa



Aggressive ReConnaissance-170 starfighter
Alpha-3 Nimbus-class V-wing starfighter
Anakin Skywalker’s Eta-2 Actis-class light interceptor
Belbullab-22 heavy starfighter
Darth Vader’s green Eta-2 Actis-class light interceptor
Delta-7 Aethersprite-class light interceptor
Eta-2 Actis-class light interceptor
Mankvim-814 interceptor
N-1 starfighter
Obi-Wan Kenobi’s blue Eta-2 Actis-class light interceptor
Obi-Wan Kenobi’s Eta-2 Actis-class light interceptor
Plo Koon’s Delta-7 Aethersprite-class light interceptor
Rogue-class Porax-38 starfighter

Space Transports

High-Altitude Entry Transport-221
Sheathipede-class transport shuttle
Theta-class T-2c shuttle
Wookiee escape pod

Capital Ships

CR70 corvette
Lucrehulk-class Battleship
Munificent-class star frigate
Recusant-class light destroyer
Providence-class Dreadnought
Venator-class Star Destroyer



Low Altitude Assault Transport/infantry
Raddaugh Gnasp fluttercraft


All Terrain Attack Pod
All Terrain Open Transport
All Terrain Reconnaissance Transport
All Terrain Tactical Enforcer
Armored Assault Tank
EasyRide passenger airspeeder
HAVw A6 Juggernaut
Infantry Support Platform
J-type Naboo star skiff
Lava skiff
Multi-Troop Transport
Platoon attack craft


Oevvaor Jet Catamaran

Planets / Locations


Cato Neimoidia
Polis Massa

Cities / Points of Interest

Alderaan – Aldera
Alderaan – Royal Palace of Alderaan
Cato Neimoidia – Tarko-se
Coruscant – Federal District
Coruscant – Imperial City
Coruscant – Jedi Temple
Coruscant – Senate Office Building
Coruscant – Padmé’s Apartment Building
Coruscant – Senate Plaza
Coruscant – Grand Republic Medical Facility
Coruscant – Galaxies Opera House
Dagobah – Dragonsnake Bog
Kashyyyk – Kachirho
Mustafar – Fralideja
Mustafar – Klegger Corp Mining Facility
Naboo – Theed
Polis Massa – Polis Massa Base
Tatooine – Jundland Wastes
Tatooine – Lars Homestead
Utapau – Pau City


Theed Starport


Ishi Tib
Kel Dor
Mon Calamari
Swokes Swokes
Sy Myrthian
Tusken Raider


B1-series battle droid
B2-series super battle droid
BD-3000 luxury droid
Chroon-Tan B-Machine
CLL-M2 binary loadlifter
DD-13 medical assistant droid
DLC-13 mining droid
Droid tri-fighter
DSD1 dwarf spider droid
Electrorefining droid
FA-4 pilot droid
FX-9 surgical assistant
GH-7 medical droid
HMP droid gunship
IG-100 MagnaGuard
IW-37 pincer loader droid
LM-432 crab droid
MSE-6 series repair droid
NR-N99 Persuader-class droid enforcer
Octuptarra tri-droid
OG-9 homing spider droid
OOM command battle droid
OOM pilot battle droid
OOM-series security droid
Ore extraction droid
Pick-up droid
Pistoeka sabotage droid
Prowler 1000 seeker droid
Q7-series astromech droid
Security droid
Senate hovercam droid
Short-Range Transport droid
Variable Geometry Self-Propelled Battle Droid, Mark I
2-1B-series medical droid
3PO-series protocol droid


Felucia bird
Lava flea
Saleucami bat
Saleucami buzzard



Aayla Secura’s lightsaber
Agen Kolar’s lightsaber
Cin Drallig’s lightsaber
Curved-hilt lightsaber
Darth Sidious’ lightsabers
DC-15A blaster carbine
DC-15A blaster rifle
Dooku’s lightsaber
DT-57 “Annihilator” blaster
E-5 blaster rifle
Force pike
Ki-Adi-Mundi’s lightsaber
Kit Fisto’s lightsaber
Mace Windu’s lightsaber
Mustafarian blaster rifle
Obi-Wan Kenobi’s lightsaber
Saesee Tiin’s lightsaber
Senate Guard ceremonial blaster rifle
Sith lightsaber
Skywalker’s lightsaber
Stass Allie’s lightsaber
Target blaster
Wookiee pistol
X1 Carbine
Yoda’s lightsaber

Personal Gear

Antiox mask
Buzz saw
Chunky cape
Hush-98 comlink
Gimer stick
Grappling hook
Homing beacon
Jedi beacon
Phase II clone trooper armor
Serennian cloak
Staff of Command
Targeting computer
Umbaran shadow cloak
Vader’s armor

Heavy Equipment

Creveld-4 radial ion drive
Hyperspace transport ring
Ion cannon
Medical capsule

Force Powers

Force Deflection
Force Jump
Force Lightning
Force Speed
Force Vision
Telekinesis Kill