Fixing the Prequels: Revenge of the Sith (part ten)



So! When last we left off, Anakin had finally stopped wandering around the pitcher of Palpatine’s Kool-Aid and just picked it up and drained it in one swallow. What’s left now is the ramifications of the great attack on the Jedi, who never saw it coming, never realized, never had any idea of the danger they were in – the danger they themselves walked into.

Much of the rest of the film is nearly perfectly done, really. The entire third act of Revenge of the Sith, starting with Anakin’s turn and the attack on the Jedi, is utterly great, and this entire portion of the film is one reason it always pains me to hear people dismiss the entire Prequel Trilogy in one go, as if there was nothing of value to be found within it. Well, there is; there’s a great deal, and this is where George Lucas’s hand is the most steady. There are very few major changes I’d make to all this; just little things here and there to clarify or tighten things up slightly.

Where I’d left off, Anakin had just reached the most distasteful part of his duty in cleansing the Jedi Temple: the slaying of the younglings. We’d cut at this point to Padme in her apartment – as I’ve written it, arriving home after trying to fly to the Temple – where she looks out across the cityscape and, in one of the film’s many haunting images, sees only the smoke-and-fire shrouded haze of the Jedi Temple in the distance.

INT: Coruscant – Padme’s apartment.

PADME enters, where she is greeted by C-3PO.

C-3PO: Senator! We’ve had some problems–

PADME: What happened here?!

She sees the shattered glass everywhere.

C-3PO: Master Anakin had to make a rather dramatic exit. It seems something is amiss at the Jedi Temple. Could that be why?

PADME looks out the window, across the cityscape. In the distance, shrouded by flame and billowing red smoke, is the Jedi Temple. Horror overtakes her.

C-3PO: He’s quite resourceful for a human being…I’m sure he’ll be all right.

PADME breaks into tears.

At this point Bail Organa arrives at the Temple:


The Jedi Temple is on fire. Large plumes of smoke billow toward the sky as BAIL ORGANA lands his Speeder on a Jedi Temple platform. FOUR CLONE TROOPERS stand guard at the entrance to the Temple. They lower their guns as BAIL gets out of his Speeder and walks toward them.

BAIL ORGANA: What’s going on here? What’s happened to the Jedi–

CLONE SERGEANT: There’s been a rebellion. Don’t worry, sir, the situation is under control.

The CLONES bar the Senator from entering the Temple.

BAIL ORGANA: But the Jedi–!

He tries to push through, but the CLONES lift their weapons and aim them at BAIL.

CLONE SERGEANT: It’s time for you to leave, sir.

BAIL ORGANA: And so it is.

BAIL reluctantly heads hack toward his Speeder. Suddenly, several SHOTS RING OUT. BAIL turns and sees a ten-year-old Jedi, ZETT JUKASSA, fighting the CLONES. The YOUNG JEDI cuts down several CLONES, including APPO, before he is overrun and shot.


He starts forward, but the CLONES fire on him. He dives back into his speeder and takes off, only barely managing to regain control of his craft before crashing.

CLONE SERGEANT: Let him go! Stop firing! He’s a Senator!

Now we cut to Utapau:

EXT: Utapau – underwater – caves.

A group of CLONE TROOPERS on speeder bikes fly over the water, searching.

CLONE TROOPER: No one here, sir. He must be dead.

CLONE TROOPER #2: Let’s get back.

They fly off, and when they’re gone, OBI WAN KENOBI pops up from beneath the surface, his rebreather device in his mouth. He climbs up onto the rocks and looks himself over; he is bruised and bleeding in several places but not seriously wounded. He draws his lightsaber and attempts to ignite it, but it is waterlogged and fizzles. Stowing his rebreather back into his belt, he begins climbing up and out.

[This bit echoes back to my TPM series, in which Obi Wan had some trouble early on with a waterlogged lightsaber. Meanwhile….]

EXT: Kashyyyk – beach – battleground – night.

A group of CLONE TROOPERS is searching through the remains littering a battlefield on the beachhead.

CLONE TROOPER: No sign of him, sir. Just dead Wookiees.

CLONE SERGEANT: Proceed to the east. He must be here somewhere.

EXT: Kashyyyk – hillside overlooking the beach.

Two Wookiees, TARRFUL and CHEWBACCA, arrive on the hilltop, where TARRFUL lets down YODA from his back. YODA waves his hand, using the Force to toss aside a pile of vegetation that had been concealing a small emergency ship.

YODA: Thank you. Fear for your planet’s safety I do. A dark time is upon us. Goodbye, Tarrful and Chewbacca!

The two WOOKIEES howl in reply, and YODA boards his tiny ship and flies up and away from the planet.


YODA: Emergency channel, activate.

EXT: Coruscant – docking bay.

BAIL ORGANA lands his speeder near his ALDERAANIAN CRUISER, where he hops out and throws his cape over his shoulders. Two OFFICIALS approach.

OFFICIAL: Senator?

BAIL ORGANA: I have business offworld. Emergency business in the name of the Senate.

OFFICIAL: Very well.

He strides past them to his ship, whose thrusters are warming up.

INT: Alderaanian cruiser – corridor.

BAIL ORGANA is met at the entrance by CAPTAIN ANTILLES.

ANTILLES: Senator? What’s going on?

BAIL ORGANA: I don’t know. Did you get a Jedi beacon?

ANTILLES: I did. It’s a complete mess over there. The Clone Troopers are going wild. I’m not sure anyone’s really in command.

BAIL ORGANA: That will change soon. This is just the beginning. Get us into space. As soon as we’re out of Coruscant’s transponder range, activate that beacon and get us to Polis Massa.

ANTILLES: Polis Massa?

BAIL ORGANA: You heard me. Hopefully we can stop a few Jedi from walking into this catastrophe.

EXT: Coruscant – sky.

The Alderaanian Cruiser lifts off and leaves Coruscant.

[Now, did anyone besides me get really excited at the sight of that ship and the familiar white corridors?]


OBI-WAN hides from a group of CLONE TROOPERS.

CLONE CAPTAIN: Start loading your men on the ship.


OBI-WAN tries to sneak back to the secret platform, down a flight of stairs.


OBI-WAN makes his way out of the cave and onto General Grievous’s secret landing platform. He runs to the Starfighter and climbs into the one-man ship. The Starfighter takes off and disappears into the sky.


OBI-WAN flies away from the planet Utapau in General Grievous’s tiny Starfighter.


OBI-WAN activates the controls on the Starfighter. He punches in several coordinates and codes. A BEEPING SOUND is heard. It quickly speeds up until it is a steady tone. OBI-WAN speaks into his comlink.

OBI-WAN: Emergency Code Nine Thirteen … I have no contact on any frequency. Are there any Jedi out there? . . . anywhere . . .

A BURST OF STATIC is heard- and a FUZZY HOLOGRAM image appears.

BAIL: (hologram) . . . Kenobi . . .

OBI-WAN: (continuing) I’ve locked on. Repeat.

The FUZZY HOLOGRAM image comes into focus, and it is BAIL ORGANA.

BAIL ORGANA: Master Kenobi??

OBI-WAN: Senator Organa! My Clone Troops turned on me … I need help.

BAIL ORGANA: We have just rescued Master Yoda. It appears this ambush has happened everywhere. We’re sending you our coordinates.

OBI WAN: Acknowledged.

BAIL’s hologram fades. OBI WAN settles back for a long flight.

OBI WAN: What is happening?!

The ship here, General Grievous’s starfighter, is an odd ship indeed. I’ve never been able to decide if I liked it or not. It’s got this old-car-from-1959 vibe to it, almost as if Lucas is paying a visual homage of sorts to American Graffiti.

Meanwhile, back on Coruscant, Anakin checks in with Padme:

EXT: Padme’s apartment – speeder dock.

A speeder arrives, and ANAKIN jumps out. PADME comes running out and throws her arms around him.

PADME: Oh Anakin, I was so worried! What’s happened at the Temple?

ANAKIN disengages from her embrace.

ANAKIN: It’s as I always feared. It’s why the Jedi have been shutting me out. They were planning to strike against the Chancellor and take control of the Republic.

PADME: What?!

ANAKIN: They tried it, Padme. They really tried it. They failed.

PADME: I can’t believe it!

ANAKIN: I was there. I saw it all. Master Windu tried to assassinate the Chancellor.

PADME: Is…is he….

ANAKIN: Windu is dead. As are most of the rest of the Jedi. They’re traitors, Padme. I always sensed something wrong with the Order….

PADME: What about Obi Wan?

ANAKIN: If he’s not already dead, he’s a traitor too.

PADME: You can’t believe that!

ANAKIN shakes his head.

ANAKIN: I don’t know what to believe, really. I’m afraid for Obi Wan. I pray he is not a part of this plot.

PADME stares at him as he goes inside. There is something very different about him now that she can’t quite put her finger on. She follows him to the fireplace, where he stops and looks into a mirror. The reflection staring back is dark, distorted.

ANAKIN: I’m sorry about your window. Obi Wan and I are bad for your windows….

PADME: Anakin.

ANAKIN: I have to leave now. I’ve been given a very important mission.

PADME: By who?

ANAKIN: Chancellor Palpatine. At least one Jedi is still loyal to him. He has intelligence that the Separatist leaders are on Mustafar. I’m going there to end this war once and for all.

He steps forward and takes PADME’s hands.

ANAKIN: Soon it will all be over, my love. No more war, no more Senate, no more Jedi order telling us who we can be. Soon we’ll be in your Lake Country…just you and me and our child…I will teach him how to use the Force.

PADME: Or her.

ANAKIN: Or her. We’ll make a new Order, free of Jedi poison.

PADME: Anakin….

ANAKIN: I will return. When I do, it will all be better. You’ll see.

He puts something down on the end table. It is his old lightsaber.

ANAKIN: It’s all right. I have a new one. This one is for my son. Or my daughter.

He kisses her, and then he leaves. PADME is deeply disturbed. She knows that something is terribly, terribly wrong.

One thing lost, slightly, in the finished film is Anakin’s failure to recognize that in the end, he is largely just a pawn in everything. He’s still trying to maintain some semblance of control over his destiny, and his realization of how badly he’s lost it comes far, far too late. He still thinks that a happy ending is possible, a happy ending where he goes off and lives with Padme and teaches his kid about the Force. Anakin is swirling down the rabbit hole now.

We cut now to Bail Organa’s ship, where Obi Wan rejoins Yoda. One tiny nitpick I have with this sequence is that there isn’t enough discussion along the lines of “What the hell just happened to us?!” So, here’s my version:

EXT: Space – Alderaanian Cruiser.

OBI WAN flies his stolen starfighter into the Alderaanian cruiser’s landing bay.

INT: Alderaanian cruiser – corridor.

OBI WAN emerges from the landing bay to meet YODA and BAIL ORGANA.

YODA: Hurt you are, Obi Wan.

OBI WAN: Not badly, Master. What happened? We had the battle won, and then my own clone troopers fired on me!

YODA: Betrayed, you were, along with all the Jedi. Controlled from outside, the clones are. The Dark Side….

BAIL ORGANA: I saw thousands of clone troopers attacking the Temple. That’s why I had my Captain steal a transponder. I had hoped more would answer the call.

OBI WAN: Are there no others?

YODA: None who have answered. Perished, or gone into hiding, they have.

BAIL ORGANA: The Temple is now sending a signal for all Jedi to return. It says that the war is over.

OBI WAN: A trap. Darth Sidious is behind this, isn’t he?

YODA: Indeed he is…and unmasked now is he.

OBI WAN: Who is he?

YODA: Mind your thoughts, Obi Wan. Power over the armies of the Republic?

OBI WAN: Palpatine.

YODA: Hidden from us, the entire time. Weak we became. See him, we did not.

OBI WAN: But if Palpatine is a Sith Lord, then Anakin is in grave danger!

Yoda nods.

OBI WAN: We have to go back!

YODA: Beyond saving, your apprentice may be….

OBI WAN: We have to try…and besides, we have to deactivate that signal from the Temple. Any stragglers going back will be captured and killed.

YODA: Agree, I do…but beware your feelings, Obi Wan. More to reveal, the Dark Side has.

It makes sense to me that Obi Wan would be worried about Anakin, who it turns out has been left in the very thick of things. He doesn’t know yet, he hasn’t even begun to suspect. Has Yoda? Possibly. I suspect he would. He knows that the Sith come in pairs, after all.

And what’s Anakin up to? He’s arriving on Mustafar, which is one of my favorite planet settings in all of Star Wars. Seriously, look at this:

That’s amazing. It’s just brutal hellscape from one horizon to the other. Inside the mining facility, the sniveling Separatist conspirators are all together in one place, and Darth Sidious tells them (via hologram) that his new apprentice, Darth Vader, will take care of them. And sure enough, he arrives just a bit later (as Bail Organa arrives back on Coruscant, with Obi Wan and Yoda, just in time for the Chancellor’s special session of the Senate). Anakin/Vader’s entrance here is just perfect. He walks in, face shrouded by his hood, and gestures the doors closed. It’s truly chilling. The Separatists have absolutely no idea what’s about to happen to them, and why would they?

This entire next bit is thrilling, as we intercut between Palpatine’s speech to the Senate, in which he rallies public opinion against the Jedi and support for his having won the war to justify declaring himself Emperor, Obi Wan and Yoda’s infiltration of the Temple, and Anakin’s brutal slaughter of the Separatist leaders. Lots of amazing visuals here, from Yoda throwing his lightsaber into a clone trooper’s heart, to Palpatine’s messianic proclamation, to Anakin’s final, devastating turn. There’s such a brutal finality to Anakin’s actions here, particularly when Nute Gunray, the Trade Federation leader whom we met way back in the opening scenes of TPM, is protesting that Sidious promised them all peace…and Anakin cuts him down in midsentence.

Of particular interest is Obi Wan and Yoda finding the dead younglings. I would relocate this to the library, in keeping with the previous entry.

INT: Jedi Temple – library.

OBI WAN and YODA enter…and find the bodies of the slain younglings. OBI WAN looks as though he is going to be sick.

OBI WAN: Not even the younglings survived?

YODA: Not cut down by blaster fire. Lightsaber wounds, these are.

OBI WAN: Sidious has a new apprentice, doesn’t he? Who could it be?

And cut to Anakin, killing the Separatists and enjoying it.

Yup…Anakin has gone well and truly around the bend.

Other things I like in this sequence? Well, Padme’s line about “So this is how liberty dies – with thundrous applause.” Palpatine didn’t take over the Republic; instead, he made it want to go where he wanted it. That’s how it works, a lot of the time.

The only major change I’d make in all this is this next scene, when Obi Wan watches the security recordings and learns the truth.

INT: Jedi Temple – security and computer center.

YODA keeps watch as OBI WAN works with the computers.

OBI WAN: That should do it. I’ve recalibrated the message to warn Jedi to stay away.

YODA: A long time it will take for them to discover the change. Come. Go, we must.


He turns to another console with a large viewscreen.

OBI WAN: We have to learn what we’re facing.

YODA sighs.

YODA: Only pain you will find, I fear.

OBI WAN turns on the screen and plays the recording. It is hazy at first, a scene of chaotic destruction as CLONE TROOPERS surge into the Great Hall, blasting Jedi. But then, in one corner, a glimpse of something…a red light, flashing back and forth.

CLONE TROOPER: Form up behind Lord Vader!

OBI WAN: Lord Vader? Focus here.

He touches the screen and the scene shifts to center on the red light. It focuses…the red light is a lightsaber, flashing with dizzying speed, its wielder shrouded in dark robes. OBI WAN watches for a moment as YODA stands near, staring at the floor, shaking his head.

OBI WAN: Freeze image!

The screen freezes on a shot of the SITH APPRENTICE.


It is unmistakably ANAKIN.

OBI WAN: No! It can’t be!

YODA: Screen off.

The monitor goes dark.

OBI WAN: Anakin…no!

YODA: Feared this, I did.

OBI WAN: You never said anything!

YODA: Hope for Skywalker, I had. Hope that was misplaced. Much failure here. Much of it, mine.

OBI WAN: We pushed him into Palpatine’s arms!

YODA: A Sith he is, now. And destroyed they must be.

OBI WAN: I will confront Palpatine. I cannot attack Anakin. He is–

YODA: Anakin he is, no longer. The young man you knew is dead. Only this creature remains. Darth Vader he is now.

OBI WAN: I can’t do it!

YODA: You must. Not strong enough to confront Sidious are you, and only two are we.

OBI WAN: I don’t even know where he is!

YODA: You will.

And, it turns out, he does….

INT: Coruscant – Padme’s apartment – day.

OBI WAN meets with PADME.

PADME: The Chancellor is a Sith Lord?

OBI WAN: He deceived us all.

PADME: Is there hope?

OBI WAN: Little…but we have to act. [pause as he gathers his courage] Padme…where is Anakin?

PADME: You need him to defeat the Chancellor!

OBI WAN: No…Anakin is in grave danger.

PADME: From the Sith?

OBI WAN: From himself.

PADME: I don’t understand.

OBI WAN: This is so hard to say…but…Anakin isn’t in danger from Palpatine’s apprentice. Anakin IS Palpatine’s apprentice.

PADME recoils.

PADME: What?

OBI WAN: Anakin has joined Palpatine. He has joined the Sith.

PADME: He wouldn’t–

OBI WAN: He has turned to the Dark Side, Padme, I’m sorry, but it’s true. I have seen the security recordings from the Temple assault. Anakin led the Clone Troopers. He helped slaughter every Jedi there.


OBI WAN: Including the younglings.

PADME: No! He wouldn’t do that! You’re wrong! You’re wrong….

She sits on the couch, stricken with horror and grief. She knows it’s true. OBI WAN joins her.

OBI WAN: Padme…I must find him.

PADME: (through tears) You’re going to kill him, aren’t you?

OBI WAN cannot answer ‘Yes’….

OBI WAN: He is…a grave threat. To the Republic…to you…to himself.

PADME is exerting every bit of control she can muster, and still, her cracks are showing. Finally she shakes her head.

PADME: I can’t. I don’t know where he is.

OBI WAN sees that she is lying, but he doesn’t press her. Instead he rises and walks toward the exit, stopping on the threshold.

OBI WAN: Anakin is the father, isn’t he?

PADME cannot reply.

OBI WAN: I’m so sorry.

He leaves, and he is barely out the door before Padme breaks down…but only for a moment. OBI WAN flies off, and PADME looks across the room to the table where ANAKIN’s old lightsaber rests. She gets up, walks over to the table, and picks up the lightsaber.

PADME: C-3PO? Call Captain Typho. I need my ship.

INT: Mustafar – mining complex.

PAN THROUGH the complex, across the bodies that still lay where they fell when ANAKIN struck them down, and finally to ANAKIN himself, standing at an overlook, surveying the hellish planet. His eyes are crazed, and a tear rolls down one cheek.

This scene, the bit between Obi Wan and Padme, is one of the best in the entire Star Wars saga, and I only change it to reflect my own previous changes. The scene is brilliantly acted by Ewan MacGregor and Natalie Portman, from his refusal to actually say that he needs to go kill Anakin, to her denial of what she’s hearing but the look on her face which makes clear that she knows how true it is. And that cut to Anakin, standing on the overlook with his dead behind him…the look of insane rage, leavened with the single tear…that’s pretty amazing, and it’s all tied together by John Williams in one of the saga’s most compelling bits of scoring. The music for this scene, starting with Obi Wan’s arrival at Padme’s apartment, can be heard here, at the 2:24 mark:

This is music of grim realization. As you listen to it, you can hear all the dark pieces of the puzzle falling into place.

And that’s where we’ll stop. Next time…it all ends.

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One Response to Fixing the Prequels: Revenge of the Sith (part ten)

  1. Jason says:

    As usual, your insights serve you — and the story — well.

    I agree that the final act of Sith is where George seemed to be most confident in the entire prequel trilogy. (Personally, I suspect this is the part of the original trilogy's back story he imagined 20 years before, the part he'd carried around with him all that time, and all the rest was conceived after he made the decision to actually make the prequels.) And like you, this is the sequence that I strongly think cannot be dismissed when people try to write off the prequels. The first time I saw ROTS, I was a blubbering wreck from the time Order 66 went out until the final fade-out…

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