After three years of fighting, the Clone Wars have taken a dramatic turn when Coruscant itself is under siege, and the leader of the droid army, General Grievous, has kidnapped Supreme Chancellor Palpatine. He has been prevented from leaving the system by a massive clone trooper response, and during the pitched battle, Anakin Skywalker and Obi-Wan Kenobi are able to fight their way onto Grievous’ flagship, the Invisible Hand, and locate the Chancellor thanks to his personal tracker. However, once they have found him, it seems to have been part of a trap, as Count Dooku arrives to duel with the two Jedi.
Dooku is able to incapacitate Obi-Wan, but Anakin manages to overpower the Sith Lord, and urged on by Palpatine, he beheads Dooku. Palpatine urges Anakin to leave Obi-Wan as well, but Anakin is determined all three of them will escape the ship. At this point, however, the flagship receives a concerted attack from Republic ships, and the droids are able to capture the fleeing Jedi. They are brought before Grievous but manage to escape their bonds, destroying the droids on the bridge. Grievous escapes, and jettisons all the escape pods while fleeing to a nearby Trade Federation vessel. Unfortunately, the amount of damage sustained during the Republic attack causes the ship to break apart, and Anakin is barely able to land the remaining portion on the surface.
With the loss of Count Dooku, Grievous becomes the de facto leader of the Separatists, and retreats to their current base of operations on Utapau. There, he is instructed by Darth Sidious to move the Separatist Council to Mustafar. Sidious also expresses his confidence that he will soon have a better replacement for Dooku.
On Coruscant, Anakin is reunited with Padme, who tells him that she is pregnant. Soon after, Anakin begins to have prophetic dreams similar to those he had about his mother, which suggest Padme will die in childbirth. Anakin meets with the Chancellor, who tells him that he is being appointed as the Chancellor’s personal representative on the Jedi Council. Anakin, who already mistrusts the Masters, is irritated when they refuse to grant him the rank of Jedi Master, leading to further friction. The Council agrees to send Yoda to Kashyyyk to assist the Wookiees in their battle against the droid army, and privately Mace Windu expresses his distrust of Anakin to both Yoda and Obi-Wan. Privately, Obi-Wan tells Anakin that the Council has asked that he report on the Chancellor’s dealings.
At the Galaxies Opera House, Palpatine meets with Anakin and tells him that clone intelligence has discovered Grievous is hiding in the Utapau system, and later learns that the Council has asked Anakin to spy on him. Palpatine further sows seeds of mistrust, suggesting the Jedi Masters are holding Anakin back, and goes on to tell of the story of a Sith Lord, Darth Plagueis, who was rumoured to be able to keep people from dying. Anakin reports to the Council and tells them that the Chancellor has recommended him for the mission, but Mace Windu overrides that decision and the Council votes to send Obi-Wan instead.
Obi-Wan arrives on Utapau and makes contact with the chairman of Pau City, Tion Medon, who informs him that the population is being held hostage by Grievous and the droids. Obi-Wan sends his ship back into orbit, aware that Grievous’ spies will be watching him, then begins his search of the city. He finds Grievous just as the Separatist Council is leaving the world, and the two engage in a lightsaber duel, Grievous having been trained in combat by Count Dooku. At that moment, Obi-Wan’s clone trooper escort arrives, led by Commander Cody, and a fierce battle ensues. Grievous flees, with Obi-Wan in close pursuit, however he loses his lightsaber in the process.
On Coruscant, Anakin tells Palpatine that Obi-Wan has engaged Grievous, and in their ensuing conversation, Palpatine reveals himself to have knowledge of the Dark Side. Anakin realises that the Chancellor is the Sith Lord that Count Dooku told them about. Despite the fact Palpatine represents Anakin’s best hope of saving Padme’s life, he decides to turn him over to the Jedi Council. He informs Mace Windu, who tells Anakin to stay in the Temple while he gathers a team of Masters to confront the Sith Lord – Agen Kolar, Saesee Tiin and Kit Fisto. The four Jedi arrive at the Chancellor’s office, and Sidious attacks them, dispatching Kolar, Tiin and Fisto quickly. Anakin is unable to remain at the Jedi Temple, however, and returns to the Chancellor’s office as Mace Windu overcomes Sidious. However, when Anakin prevents Mace from killing Sidious by cutting off his sword hand, Sidious unleashes a barrage of Force lightning that pushes the Jedi Master out of the window. Anakin is distraught at what he has done, but Sidious twists the events to show that the Jedi were plotting all along to take over the Republic. He accepts Anakin as his new apprentice, dubbing him Darth Vader, and sends him to the Jedi Temple to consolidate their position by killing any Jedi still on Coruscant.
Obi-Wan is able to kill Grievous, and reunites with his clone troopers, Cody returning his lightsaber. Within minutes, however, all clone commanders begin to receive communications directly from the Chancellor, telling them to enact Order 66 – the Jedi are traitors to the Republic and must be killed. As Jedi across the galaxy are cut down by their clone troopers, Yoda feels the disturbance in the Force and is on guard when Commander Gree attempts to enact the order, Yoda killing him before he is able to execute it. Yoda escapes Kashyyyk with the help of Tarfful and Chewbacca, and while Obi-Wan is initially attacked by Cody and his clone troopers, he is able to escape Utapau in General Grievous’ personal starfighter. Both Jedi Masters are picked up by Bail Organa, who had witnessed the clone troopers killing Jedi at the Temple, and determined to search for survivors elsewhere in the galaxy. Upon learning of a coded message to all Jedi informing them the war is over and to return to the Temple, Obi-Wan determines to return there to re-calibrate the message, warning any Jedi survivors away.
Following the attack on the Jedi Temple, Anakin returns to Padme and tells her that he has helped the Chancellor to thwart a Jedi plot to overthrow the Republic. He informs her that he is heading to the Mustafar system to end the war, and once there he systematically kills the Separatist Council. The Chancellor holds a special session of the Senate, for which Bail Organa returns to the capitol, allowing Obi-Wan and Yoda the opportunity to slip into the Temple and re-calibrate the message. There, the two check the security footage and realise that Anakin is responsible for leading the attack on his fellow Jedi. Yoda determines to confront Darth Sidious, while Obi-Wan is sent to find Anakin. He visits Padme, who refuses to believe Anakin could have done anything so brutal. Obi-Wan stows away aboard her ship when she decides to follow her husband to Mustafar to learn the truth.
Palpatine informs the Senate of the Jedi plot, and declares the foundation of the Galactic Empire, to general approval. Later, in his office, he is surprised to learn that Yoda survived, and the two engage in a titanic battle that moves into the Senate chamber itself, Sidious flinging the pods around in an attempt to kill the Jedi Grand Master. Yoda, realising he cannot defeat the Sith Lord, flees the building with Bail Organa’s help.
On Mustafar, Padme confronts Anakin and cannot believe the path he has begun to follow. When he catches sight of Obi-Wan, he leaps to the conclusion that they are conspiring against him, and Force chokes his wife, only letting her go when Obi-Wan intervenes. The two erstwhile friends clash, and their lightsaber duel takes them across the mining facility and into the lavafields, ending when Obi-Wan dismembers Vader, watching as the lava sets his body alight. He leaves, C-3PO having already begun to administer medical help to Padme, shortly before Sidious, having felt through the Force the danger that Vader was in, arrives and is able to keep his apprentice barely alive for transport back to Coruscant.
Obi-Wan and Padme arrive at the asteroid field of Polis Massa, and reunite with Bail Organa and Yoda. There, Padme gives birth to twins, Luke and Leia, but dies after seemingly losing the will to live. Yoda determines the twins should be split up, until the time is right, and Bail Organa offers to adopt Leia as his own. Obi-Wan volunteers to take Luke to the Lars family on Tatooine, and watch over him – Yoda tells him that his old master, Qui-Gon Jinn, has discovered the secret to immortality, and will train him while in exile, too.
Darth Vader is reconstructed on Coruscant with replacement limbs, and given a mechanical suit to keep him alive. Sidious tells him that it was Vader who killed Padme, which causes him to further give way to his anger. Later, the two Sith Lords are seen on the bridge of a Star Destroyer with Governor Tarkin, overlooking the construction site of the Death Star.
Padme’s funeral is held on Naboo, her body made up to look like she was still pregnant at the time of death. Bail Organa returns to Alderaan with Leia, and Obi-Wan delivers Luke to his family on Tatooine before heading into the desert.
This is a very busy film! Lucas had a lot of ground to cover, and it really shows with the massive synopsis there! There was a lot to do with the film, and as such many things were cut, unfortunately a significant portion of Padme’s role. I think this is one of the things that annoys me the most about this film, because Padme’s character arc goes from such a strong female lead in Episode I, to just a casualty of Anakin’s fall in Episode III. Originally, she was to have a small handful of scenes that showed the formation of the Rebellion, in broad terms, as Padme was part of a group of senators that included Bail Organa and Mon Mothma who were opposed to the ongoing war and Palpatine’s never-ending term as Chancellor.
We’re left with some fairly stilted “romance” dialogue and awkward moments, which makes the unlikely romance all the more suspicious – did Palpatine really engineer all of this? Possibly. Many people have complained about the wooden acting from Hayden Christensen, which I won’t reiterate, but suffice it to say, Anakin does not come across as a sympathetic character here. He’s whining about the Council not making him a Master (in the Legends continuity, Ki-Adi-Mundi was not a Master during Episode I, at least), which does grate on me. I mean, there’s a moment after the rescue of the Chancellor when you think, yes – that’s the sort of thing that may have drawn the attentions of Senator Amidala.
For all that, though, I do like the film. I think it’s interesting to see how the story develops and serves to link the two trilogies, as it starts out still in-keeping with the pomp and splendour of the art-deco style established in the first two films, but shifts ever-so-subtly into the more austere tone that we know from the original trilogy as the story focuses down on Anakin and Obi-Wan, Yoda and Palpatine. The fact that most of the new characters are dead by the time the film is over is perhaps a help here. Certainly by the time we get to the view of the Death Star from the bridge of that star destroyer, it does feel like a very smooth transition into the original movies.
While Count Dooku was criminally under-used, General Grievous is an interesting villain for the film, and one that I think we could benefit from discovering more about. We did get some further insights in the Clone Wars cartoon series, but it is something of a shame that he just pops into the movie with very little explanation. For such a significant part of the Prequel trilogy, we don’t yet have much in the way of canon media for him, either, which is quite a glaring hole really, but I suppose it’s only with the recent TV shows that Disney seems to have begun to embrace the Prequel era further.
It’s perhaps a casualty of the fact that the film covers so much ground, but I do find myself wanting to learn more about a lot of the stuff that we see on screen. For example, Mustafar is a planet that has begun to be heavily developed in the canon lore, being the site of Vader’s castle etc, but its only purpose here is to serve as the backdrop to the climactic duel. Utapau, a name from the very earliest drafts of Star Wars, is a fascinating world that particularly intrigues me when we see the clones rounding up the natives during Obi-Wan’s escape from the planet. The Order 66 montage has since been explored, with worlds such as Cato Neimoidia and Felucia receiving attention in The Force Unleashed series. Interestingly, the dialogue has a lot more throw-away lines that tie it back to the expanded universe than we have otherwise seen, with mention of Saleucami (also seen in the Order 66 montage) and “Master Vos” – Quinlan Vos is of course a huge figure from the Dark Horse Republic series. It’s something that really surprised me when I first saw the movie, I suppose it’s along the lines of the bounty hunter on Ord Mantell.
The novelization of Episode III is one of the most-lauded of all those books based on the movies. Written by Matthew Stover, who had by this time written a some really stand-out books for the expanded universe, it is renowned for including a lot of additional material that manages to round out the story much more than we’ve seen previously.
So there we have it! The final movie in the Prequel trilogy caps off the clone wars, in what must have been a decidedly odd move for people who only watch the films – it starts in the last third of episode two, and it finished in the first half of episode three. Is that it? We should definitely have had a movie that dealt with the major story beats, I feel. Constraining himself to the character drama of Anakin’s fall to the dark side, Lucas has made a major plot point into nothing but backdrop, really. But I’ll have more to ramble on about this when I finally finish my Great Prequel Re-Read of 2022, so stay tuned! The end is in sight!
spalanz.com 
And this is why Labyrinth was such an important book. Ep III literally drops you into the middle of the action and there’s no good connection to the ending of Ep II. It’s kind of “hand wavium”. I still think this is the best of the 3 prequels though 🙂
Oh definitely. I think that episode 2 should have been episode 1, really, then we get a full-on war movie for episode 2 that makes Anakin a likeable war hero, and someone who Padme as a leading senator would actually find interesting. But I’ll probably expound on this at some later date 🫠
I look forward to it. If Lucas had started at 2 it would have mirrored the original trilogy better too, as Luke was an adult too
Agreed with your comment that Episode 2 should have been Episode 1. I could ramble about it haha. Definitely the strongest of the prequels but still kinda shaky. That said, I absolutely loved the novelization. It showed some of the potential that this story had.