Star Wars : Episode III Revenge of the Sith Star Wars " : Episode III " Revenge of the Sith is a 2005 film written and directed by George Lucas . It is the third and final film in the " Star Wars " prequel trilogy . Three years after the onset of the Clone Wars , the noble Jedi Knight s have been leading a massive clone army into a galaxy - wide battle against the Confederacy of Independent Systems . The Supreme Chancellor of the Galactic Republic reveals his true nature as a Sith Lord as he unveils a plot to rule the galaxy by transforming the Republic into a Galactic Empire . Jedi hero Anakin Skywalker is seduced by the dark side of the Force to become Darth Sidious ' s new apprentice Darth Vader . The Jedi are all but eliminated with Obi - Wan Kenobi and Jedi Master Yoda forced into hiding . The only hope for the galaxy is Anakin ' s own offspring – the twin children born in secrecy who will grow up to become Luke Skywalker and Leia Organa . " Revenge of the Sith " was released in theaters on Thursday , May 19 , 2005 ( the exact day that the first episode of the prequel trilogy was released in 1999 ) , and premiered ( out of competition ) on the 2005 Cannes Festival May 15 . The film was generally positively received by critics , especially in comparison to the two previous prequels . It broke several box office records in its opening week , and went on to earn over US $ 800 million worldwide , making it one of the top grossing movies of 2005 . It is the second " Star Wars " film which used a high definition system for most of the movie ' s live action scenes . The film was re - released in the Blu - ray format in September of 2011 . Synopsis . Battle over Coruscant . 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 droid s 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 and so Anakin breaks formation and attacks a shield generator , knocking out the shields on the docking bay of the ship and 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 . Rescuing the chancellor . 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 brutally decapitates the helpless Dooku . 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 . Confronting Grievous . 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 a free - fall into Coruscant , but Anakin takes the controls and pilots the ship into a hard landing , aided by emergency firespeeder s , on one of Coruscant ' s industrial landing platforms . Happy reunions . 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 . 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 Wookiee s 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 . The tragedy of Darth Plagueis . At the Galaxies Opera House in the Uscru District , Anakin joins Palpatine in watching the Mon Calamari 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 - chlorian s 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 droid s 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 . Obi - Wan vs . Grievous . 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 dear 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 . Sidious revealed . 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 Mace 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 Mace asks how Anakin knows this , he tells Mace that Palpatine knows the ways of the Force and has been trained to use the dark side and that he is absolutely sure . Mace 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 . Mace 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 . Mace 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 . Palpatine pulls a lightsaber from his sleeve , and hurls himself at the Jedi with a screeching war cry . Agen Kolar is first to die , run through the chest . Almost immediately after , Palpatine turns and slices Saesee Tiin ' s torso , and a few seconds later , with more effort from Sidious , Kit Fisto is slain , killed by a slash across the gut . Only Mace Windu remains , alone against the Dark Lord . Rise of Lord Vader . Palpatine and Mace continue the fight , dueling fiercely . At first , Palpatine 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 Palpatine , both combatants balancing on the edge of the large window shattered during the duel . As Mace holds Palpatine at blade point , the Sith Lord unleashes a torrent of Force lightning . However , Mace deflects it with his blade , casting much of the energy back into Palpatine ' s body . Palpatine becomes hideously deformed ; his face becomes unusually 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 Mace is deciding to kill Palpatine , Anakin approaches and claims Palpatine must stand trial : Windu disregards this , stating Palpatine is too dangerous to be left alive . Anakin is finally forced to choose between the Jedi Order or Padmé . As Mace is about to deliver the killing blow , Anakin makes his choice , intervenes and cuts off Mace ' s sword arm . Palpatine , cackling with glee , blasts the shocked Mace 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 Palpatine , in return for the Dark Lord ' s power to stop death , in the hope of saving his beloved wife . Palpatine takes Anakin as his Sith apprentice , bestowing upon him the Sith name Darth Vader . Palpatine then gives Vader his first assignment : to launch an assault on the Jedi Temple , ensuring the so - called Jedi Rebellion is crushed . Vader leads the 501st Legion to the Temple . He then rampages through the Temple , cutting down every Jedi that crosses his path , including swordsmaster Cin Drallig and even a group of Youngling s hiding out in the Council Chamber . Order 66 . Meanwhile , from his office , Palpatine 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 trooper s turn against their Jedi General s . 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 Galactic Marines ; 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 starfighter s , 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 speeder s . 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 Palpatine . Instead , Kenobi hopes to 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 . Birth of the Empire . 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 Palpatine . Yoda says they must destroy the Sith , but Obi - Wan is reluctant to kill Vader and wants to go after Palpatine 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 . Battle of the heroes . 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 holding office within the Senate Building , Yoda confronts Darth Sidious . They engage in an intense battle using their lightsabers and Force abilities . The duel brings them to the Grand Convocation 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 . Palpatine 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 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 meet his old Master . With a swift sweep of his blade , Obi - Wan whacks 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 , dropping his lightsaber in the process . 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 and 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 lightsaber with him . He returns to the star skiff and leaves the planet with the badly injured Padmé and her droids . Birth and rebirth . Darth Sidious arrives at 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 Sidious ' 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 unanesthesized , 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 Darth Sidious , 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 Sidious looks on with an evil grin . A new hope . 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 would 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 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 Skywalker 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 . Development . Principal photography for " Revenge of the Sith " took place from June 30 to September 17 , 2003 . Most of the filming took place at Fox Studios , Sydney . Additional studio photography was filmed at Shepperton Studios and an Elstree Film Studio both in the . There is a short end sequence shot at Chott el Jerid in Tunisia . Second unit filming was at Grindelwald in , Guilin in , Phuket in , and Mount Etna in . Release . " Revenge of the Sith " charity premieres took place in Seattle , Los Angeles , Chicago , Washington D . C . , Boston , Denver , Atlanta , San Francisco , and Miami on Thursday , May 12 , 2005 ; and on May 13 , 2005 , there were two additional charity premiere screenings in George Lucas ' s hometown of Modesto . The official premiere was at the Cannes Film Festival ( out of competition ) on May 15 , 2005 . It was released in most other countries on May 19 . It was predicted that the premiere of " Revenge of the Sith " would cost the US economy approximately $ 627 million USD because of employees who would take the day off or report in sick . A copy of the movie leaked into file sharing networks just hours after opening in theaters . The movie was a time - stamped , along with a much higher fidelity Internal Xvid rip version nearly a month later ( although it was still pre - telecined and was flawed with vibrations and frame - skips ) suggesting it may have come from within the industry rather than from someone who videotaped an advance screening . It is widely spread and available in popular p2p networks . Due to its dark undertones and violent nature ( mainly the scene where Anakin is burned alive in a rather graphic and realistic manner , as well as Dooku ' s decapitation and Grievous ' internal organs being burned out ) , " Revenge of the Sith " is the first " Star Wars " film to receive a rating from the . All previously released films in the series were rated PG . In contrast , was originally rated G , but its rating was deliberately pushed up in order to attract a broader audience and because of the addition of Owen and Beru Lars ' remains . Merchandise . A of the film was written by Matthew Stover . It includes much more dialogue than the movie . The duel between Obi - Wan and Anakin is lengthened and is much more exaggerated . It also contains many references to Expanded Universe characters such as Raith Sienar or Garm Bel Iblis , for example , and some details , like the way Shaak Ti meets her fate , and Captain Needa ' s appearance at the Battle of Coruscant differ from their movie counterparts . Aside from Anakin and Obi - Wan ' s duel , however , the final act is very compressed , especially in comparison to the opening space battle , which encompasses the first third of the book . Dark Horse Comics published a of the film in March 2005 . Other books include the prequel novel " Labyrinth of Evil " and the sequel novel " " A , was released on May 5 , 2005 , two weeks before the film . The game followed the movie ' s storyline , for the most part , integrating scenes from the movie . However , many sections of the game featured cut scenes from the movie , or entirely new scenes for the game . The style of the game was mostly lightsaber combat and fighting as Obi - Wan or Anakin / Vader . One unique and popular aspect of the game was that it included an alternate ending , which functioned as such to both the game and the movie , which involved Obi - Wan warning Vader about having the high ground , to which Vader leaps and dodges Obi - Wan ' s attempted Mou kei and subsequently stabbing his former master in the back , and killing him . After his death , Vader kicks Obi - Wan ' s lifeless corpse down the black sand bank , grins , and walks off , as Palpatine arrives on Mustafar to congratulate Vader on his victory . Vader proceeds towards Sidious ' docked shuttle , and the new emperor declares the Galaxy to belong to the both of them , and gives Vader his new , red - bladed lightsaber . After quickly examining his new lightsaber , Vader ignites it and impales his Sith master , declaring the Galaxy to belong only to him . The film ' s was released by Sony Classical on May 3 , 2005 — more than two weeks before the release of the film . The music was composed and conducted by John Williams , and performed by the London Symphony Orchestra and London Voices . A music video titled " A Hero Falls " was created for the film ' s theme , " Battle of the Heroes , " featuring footage from the film . Home video . " Star Wars Episode III : Revenge of the Sith " was released on DVD on November 1 , 2005 ( in Canada and the United States ) . The DVD was a two - disc set that has picture and sound mastered from the original digital source material . It includes a new full - length documentary as well as two featurettes , one which explores the prophecy of Anakin Skywalker as the Chosen One , the other looking at the movie ' s stunts . The 15 - part web documentary series , " Making Episode III , " and a playable Xbox demo of " " ( which was released simultaneously with the DVD ) were also included in the set . The release was the first " Star Wars " film ( and the first major film of all time ) never to be widely released on VHS ( for example , it " was " released on VHS in Australia ) . This caused some backlash from fans collecting both the DVD and VHS versions , who complained that their VHS set was not complete without Episode III . Both the DVD and VHS versions had only one alteration from the film ' s digital theatrical cut ; A straight cut replaced a wipe between the scene where Obi - Wan leaves Mustafar and the scene where Vader climbs away from the lava . ( This was reinstated for the Blu - ray release . ) Disc 1 : Disc 2 : Wal - Mart stores included an exclusive bonus disc , entitled " " , with some copies of " Revenge of the Sith " , when it arrived on DVD . As with many previous " Star Wars " " history " featurettes , it is hosted R2 - D2 and C - 3PO . Presented in full frame with Dolby Digital 2 . 0 sound and running an hour in total , it was originally produced and released in 2004 as a 3 - disc collection for the VideoNow Color personal video player . The DVD version contains the content from the first two discs : " The Story of Anakin Skywalker " and " The Story of Luke Skywalker " . The footage used contains no scenes from " Revenge of the Sith " nor does it have the changes contained in the 2004 DVD Special Edition releases . Other retail stores gave away a few collectors items . At Target , Collectors would receive a collectors coin from the film , featuring Darth Vader on the " heads " side of the coin , and the Mustafar duel on the " tails " side of the coin . A $ 5 gift card was also given to the buyers of the DVD . The gift card features Vader , and has lights and sound added to it . Finally from Target , a bonus CD - Rom came with the Episode III soundtrack . At Best Buy , fans who belonged to the Rewards Zone would receive a " Star Wars " print by the artist Shepard Fairey . " Revenge of the Sith " was released on in September 2011 . On April 7 , 2015 , the Walt Disney Studios , 20th Century Fox , and Lucasfilm jointly announced the digital releases of the six released " Star Wars " films . As Lucasfilm had retained digital distribution rights to Episodes I thru III and V thru VI , Walt Disney Studios Home Entertainment released " Revenge of the Sith " for digital download on April 10 , 2015 . Despite the Walt Disney Company ' s 2012 purchase of Lucasfilm Ltd . and the release rights to all future " Star Wars " films , Fox was to retain original distribution rights to , which they co - produced and co - financed , in perpetuity in all media worldwide . Fox was also to retain theatrical , nontheatrical , and home video rights worldwide for the franchise ' s five subsequent films , which Lucasfilm produced and financed independently , through May 2020 , at which time ownership was to transfer to Disney . This complex relationship between Fox and Disney , particularly in regards to Fox ' s perpetual rights to Episode IV , was to create an obstacle for any future boxed set comprising all nine films . On December 14 , 2017 , the Walt Disney Company announced that it is acquiring most of Fox ' s parent company , , including the film studio and all distribution rights to " A New Hope " . Reception . Box office . The film earned an estimated $ 16 . 5 million from 2 , 900 midnight screenings in North America upon its release . In total , it earned a record $ 50 million on its opening day . " Sith " has since been bumped to the second highest grossing opening day . The film that beat " Sith " was " Pirates of the Caribbean : Dead Man ' s Chest " which earned $ 55 million on its opening day . " Pirates " eclipsing " Sith " records would become a trend except for two specific records . " Revenge of the Sith " broke another couple records on its opening day , including : " Sith " added $ 33 . 5 million on the second day from 3 , 661 theaters . At $ 83 . 5 million in two days , the movie was the highest grossing two - day movie , well on its way to becoming the highest three - day grossing movie in history . " Revenge of the Sith " crossed $ 100 million and tied " Spider - Man " and " The Matrix Reloaded " as the only movies at the time to make $ 100 million in three days . Being that " Sith " grossed the highest amount in the three day period , it was given the number one rank as " fastest movie to $ 100 million . " This record would also be broken by " Pirates of the Caribbean : Dead Man ' s Chest " which would reach the $ 100 million mark in just two days . " Revenge of the Sith " totaled $ 158 . 5 million in its first four day period , surpassing the previous four day record held by " The Matrix Reloaded " ( $ 134 . 3 million ) and making it the second highest grossing movie of 2005 after just four days in release ( " Hitch " , $ 177 . 6 million ) . The four day total by " Sith " is one of the records that " Pirates of the Caribbean : Dead Man ' s Chest " did not beat . The four day gross was beaten in 2007 , by " Spider - Man 3 " . " Sith " , however , It would still hold the five day record for another three years until " The Dark Knight " would beat it . The movie was so popular in the UK , that in the second week of release " Revenge of the Sith " sold more tickets than the next twenty movies released would combined . " Star Wars Episode III : Revenge of the Sith " was released in over 100 countries . As of October 21 , 2005 , the movie had grossed $ 380 , 270 , 577 in the US and $ 469 , 727 , 028 Internationally , giving it a total of $ 849 , 997 , 605 worldwide . Critical reaction . The critical reaction to " Revenge of the Sith " was very enthusiastic receiving mostly very positive reviews , especially in comparison to the last two prequels . Many critics have noted that they view it to be the best of the prequels . While many critics noted George Lucas ' s continued weakness with dialogue , Hayden Christensen ' s depiction of a more mature Anakin Skywalker and his slow descent to the dark side was praised , and Ewan McGregor and Ian McDiarmid ' s performances as the noble Obi - Wan Kenobi and the evil Palpatine respectively received rave reviews . Various critics have made note that they feel that the actors did a better job in general ; though they , like in earlier prequels , have been displeased with Natalie Portman ' s performance . Since early viewings , many have stated that there is a critique of then - current President George W . Bush in the film . Examples cited included Darth Vader ' s line to Obi - Wan Kenobi " If you ' re not with me , then you ' re my enemy ! " , mirroring a quote Bush made after the September 11 , 2001 attacks " Either you ' re with us , or you ' re with the terrorists . " However , Vader also had a similar line in . Kenobi ' s reply is an accusation that " Only a Sith deals in absolutes . " Some observers have commented that this line of dialogue seems like a none - too - subtle political jab at Bush ; the light and dark sides of the Force and Kenobi ' s line seems forced in that way . The sentence " Only a Sith deals in absolutes , " is itself an absolute . However , the key word to keep in mind is the word " deal " . This Sith only " deal " with joining the dark side or death ( ex . Episode VI dialogue between the Emperor and Luke Skywalker ) . The Jedi do not " deal " with the " join us or die " idea . The anti - Bush connotation goes one step further in the novelization , with Mace Windu saying that the new laws decrease liberty in the name of security , but he doesn ' t feel safer ( not so long after the PATRIOT Act was voted ) . Additionally , Palpatine ' s speech before the Senate in the novel includes the line , " It is morning in the Republic ! " , which may be a play on one of Ronald Reagan ' s 1984 campaign slogans , " It ' s morning in America . " But in interviews , George Lucas said that Bush was no influence in writing the movie . Rather , he wrote the basic story outline in the 1970s during the Vietnam War , thinking of President Richard Nixon . He stated at Cannes , " The parallels between what we did in Vietnam and what we ' re doing in Iraq now are unbelievable . " Lucas added that in more general terms , his story represents how any democracy can turn into a dictatorship with the consent of the people , like Caesar Augustus and Napoleon I of France . It could also be likened to how democratic freedom can be taken away using fear , much like Adolf Hitler or Hirohito . A line given by Senator Amidala upon Chancellor Palpatine ' s reorganization of the Republic as the First Galactic Empire reflects Lucas ' s observation : " So this is how liberty dies — with thunderous applause . " In addition , the Jedi attempting to assassinate Palpatine is similar to Plutarch ' s account of the assassination of Julius Caesar . In both cases , the assassins attack because they fear the politician has or will have too much power for a republic to function properly . However , Caesar was unsuccessful in defending himself , and there was no premeditation on the Jedi ' s part on killing the Chancellor . Deleted scenes . Six deleted scenes were included on Disc 2 of the DVD : Other scenes were also cut from the film : Continuity . In the DVD commentary for " Revenge of the Sith " , Lucas makes an offhand comment regarding the Death Star seen in the final moments of the film . He explains that it was exactly the same one as seen in " A New Hope " , and goes on to say that it would be " a bit of a stretch , " but explains that due to " union disputes and supply problems , " it took 19 years to build . The canon novel " Tarkin " by James Luceno , set five years after " Revenge of the Sith " , explores some aspects of the construction of the Death Star . The movie " " sheds further light on the construction of the Death Star , as it depicts how the Rebel Alliance came to have the Death Star plans . Within Legends continuity , Kevin J . Anderson ' s novels " Jedi Search " and " Champions of the Force " explain that a prototype Death Star was built in preparation for the construction of the first Death Star in " A New Hope " . These conflicting accounts were retconned in " The New Essential Chronology " , which stated that the former was a testbed prototype for the superlaser to be installed on the latter . The " Chronology " also makes mention of the fact that in order to ensure protection from sabotage , the construction site was moved to various locations throughout the nineteen - year gap between " Revenge of the Sith " and " A New Hope , " indicating that there were various attempts by unknown persons to disable or even destroy the massive battle station , a theory supported by a line from " A New Hope " where Vader proclaims that " There will be no one to stop us this time " in regard to the Death Star and its plans . The Legends video game " " revealed that Galen Marek greatly damaged the Death Star while infiltrating the station to rescue Rebel leaders . This was held to be a partial explanation for why it took so long to build the Death Star as well as Vader ' s line " There will be no one to stop us this time . "