- Obi-Wan: It's over Anakin, I have the high ground.
- Anakin Skywalker: You underestimate my power!
- Obi-Wan: Don't try it.
- Obi-Wan Kenobi: [anguished] You were the chosen one! It was said that you would *destroy* the Sith, not join them! Bring balance to the Force, not leave it in darkness!
- [turns away, picks up Anakin's lightsaber and looks back]
- Anakin Skywalker: [shouts] I HATE YOU!
- [struggles to climb up the riverbank]
- Obi-Wan Kenobi: You were my brother, Anakin! I loved you!
- [the heat from the lava ignites Darth Vader's clothes; he screams in agony as he burns]
- Obi-Wan Kenobi: You have allowed this dark lord to twist your mind, until now, until now you've become the very thing you swore to destroy.
- Anakin Skywalker: Don't lecture me, Obi-Wan! I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, freedom, justice, and security to my new Empire.
- Obi-Wan Kenobi: Your new Empire?
- Anakin Skywalker: Don't make me kill you.
- Obi-Wan Kenobi: Anakin, my allegiance is to the Republic, to democracy!
- Anakin Skywalker: If you're not with me, then you're my enemy.
- Obi-Wan Kenobi: [realizing that Anakin is consumed by evil and there's no reasoning with him anymore] Only a Sith deals in absolutes.
- [draws his lightsaber]
- Obi-Wan Kenobi: I will do what I must.
- Anakin Skywalker: You will try.
- [draws his lightsaber and confronts Obi-Wan]
- Mace Windu: In the name of the Galactic Senate of the Republic, you're under arrest, Chancellor.
- Supreme Chancellor: Are you threatening me, Master Jedi?
- Mace Windu: The senate will decide your fate.
- Supreme Chancellor: [now speaking as Darth Sidious] I AM the senate!
- Mace Windu: Not yet.
- [the Chancellor/Darth Sidious rises slowly, and his lightsaber snaps to his hand from his sleeve]
- Supreme Chancellor: It's treason, then...
- [ignites his lightsaber and leaps over his desk to attack]
- Anakin Skywalker: Obi-Wan, may the force be with you.
- Obi-Wan Kenobi: Goodbye old friend. May the force be with you.
- Supreme Chancellor: Remember back to your early teachings. "All who gain power are afraid to lose it." Even the Jedi.
- Anakin Skywalker: The Jedi use their power for good.
- Supreme Chancellor: Good is a point of view, Anakin. The Sith and the Jedi are similar in almost every way, including their quest for greater power.
- Anakin Skywalker: The Sith rely on their passion for their strength. They think inwards, only about themselves.
- Supreme Chancellor: And the Jedi don't?
- Anakin Skywalker: The Jedi are selfless. They only care about others.
- Supreme Chancellor: [looking a little frustrated] Did you ever hear the tragedy of Darth Plagueis the Wise?
- Anakin Skywalker: No.
- Supreme Chancellor: I thought not. It's not a story the Jedi would tell you. It's a Sith legend. Darth Plagueis was a Dark Lord of the Sith so powerful and so wise... he could use the Force to influence the midichlorians to create... life. He had such a knowledge of the Dark Side, he could even keep the ones he cared about from dying.
- Anakin Skywalker: He could actually... save people from death?
- Supreme Chancellor: The Dark Side of the Force is a pathway to many abilities some consider to be unnatural.
- Anakin Skywalker: Wh- What happened to him?
- Supreme Chancellor: He became so powerful... the only thing he was afraid of was losing his power, which eventually, of course, he did. Unfortunately, he taught his apprentice everything he knew, then his apprentice killed him in his sleep. Ironic. He could save others from death, but not himself.
- Anakin Skywalker: You turned her against me!
- Obi-Wan Kenobi: You have done that yourself.
- Anakin Skywalker: You will not take her from me!
- Obi-Wan Kenobi: Your anger and lust for power have already done that. You have allowed this dark lord to twist your mind, until now, until now you've become the very thing you swore to destroy.
- Anakin Skywalker: Don't lecture me, Obi-Wan! I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, freedom, justice, and security to my new Empire!
- Obi-Wan Kenobi: Your new Empire?
- Anakin Skywalker: Don't make me kill you.
- Obi-Wan Kenobi: Anakin, my allegiance is to the Republic, to democracy!
- Anakin Skywalker: If you're not with me, then you're my enemy.
- Obi-Wan Kenobi: [realizing that Anakin is consumed by evil and there's no reasoning with him anymore] Only a Sith deals in absolutes.
- [draws his lightsaber]
- Obi-Wan Kenobi: I will do what I must.
- Anakin Skywalker: You will try.
- [draws his lightsaber and confronts Obi-Wan]
- Anakin Skywalker: I saw your ship! What are you doing out here?
- Padmé: I was so worried about you! Obi-Wan... told me terrible things.
- Anakin Skywalker: What things?
- Padmé: He said... you've turned to the Dark Side, that you... killed younglings!
- Anakin Skywalker: Obi-Wan is trying to turn you against me.
- Padmé: He cares about us.
- Anakin Skywalker: Us?
- Padmé: He knows. He wants to help you. Anakin, all I want is your love.
- Anakin Skywalker: Love won't save you, Padmé. Only my new powers can do that.
- Padmé: At what cost? You're a good person. Don't do this!
- Anakin Skywalker: I won't lose you the way I lost my mother. I am becoming more powerful than any Jedi has ever dreamed of, and I'm doing it for you... to protect you.
- Padmé: Come away with me. Help me raise our child. Leave everything else behind while we still can!
- Anakin Skywalker: Don't you see? We don't have to run away anymore. I have brought peace to the Republic. I am more powerful than the Chancellor; I... I can overthrow him. And together, you and I can rule the galaxy... make things the way we want them to be!
- Padmé: I don't believe what I'm hearing! Obi-Wan was right... you've changed!
- Anakin Skywalker: [growing angry] I don't want to hear anymore about Obi-Wan. The Jedi turned against me. Don't you turn against me!
- Padmé: [crying] I don't know you anymore! Anakin... you're breaking my heart! You're going down a path I can't follow!
- Anakin Skywalker: Because of Obi-Wan?
- Padmé: Because of what you've done... what you plan to do! Stop! Stop now... come back! I love you!
- Anakin Skywalker: [looks past Padmé to see Obi-Wan standing in the ship] Liar!
- Padmé: [turns to see Obi-Wan, gasps] No!
- Anakin Skywalker: [to Padmé] You're with him! You've brought him here to kill me!
- [begins choking Padmé with the Force]
- Obi-Wan Kenobi: Let her go, Anakin!
- Padmé: [choking] Anakin...
- Obi-Wan Kenobi: Let... her... go!
- [releases Padmé, who falls to the ground, unconscious]
- [Padme is in the medical center]
- GH-7 Medical Droid: Medically, she is completely healthy. For reasons we can't explain, we are losing her.
- Obi-Wan: She's dying?
- GH-7 Medical Droid: We don't know why. She has lost the will to live. We need to operate quickly if we are to save the babies.
- Senator Bail Organa: Babies?
- GH-7 Medical Droid: She's carrying twins.
- Sors Bandeam: [a group of younglings are discovered by Anakin] Master Skywalker. There are too many of them. What are we going to do?
- [with a cold, emotionless face, Anakin draws his lightsaber]
- Yoda: Premonitions, premonitions. These visions you have...
- Anakin Skywalker: They are of pain, suffering. Death.
- Yoda: Yourself you speak of, or someone you know?
- Anakin Skywalker: Someone.
- Yoda: Close to you?
- Anakin Skywalker: Yes.
- Yoda: Careful you must be when sensing the future Anakin. The fear of loss is a path to the dark side.
- Anakin Skywalker: I won't let these visions come true, Master Yoda.
- Yoda: Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them do not. Miss them do not. Attachment leads to jealousy. The shadow of greed that is.
- Anakin Skywalker: What must I do, Master Yoda?
- Yoda: Train yourself to let go... of everything you fear to lose.
- Darth Sidious: [Vader's new mechanical body arises from the steam] Lord Vader... can you hear me?
- Darth Vader: Yes, Master.
- Darth Vader: [Vader looks at Sidious] Where is Padme? Is she safe? Is she all right?
- Darth Sidious: It seems in your anger, you killed her.
- Darth Vader: I...? I couldn't have. She was alive... I felt it!
- [Vader growls, and his Dark Side strength crushes everything around him in the room. He frees himself from the metal stretcher, and steps off. Palpatine has a smirk on his face]
- Darth Vader: Nooooooooooooooooooo!
- Supreme Chancellor: And the Jedi rebellion has been foiled.
- Senator Bail Organa: What's happened?
- Padmé: The Chancellor's been elaborating on a plot by the Jedi to overthrow the Senate.
- Supreme Chancellor: The remaining Jedi will be hunted down and defeated!
- [last lines]
- Senator Bail Organa: Captain Antilles.
- Captain Antilles: Yes, Your Highness?
- Senator Bail Organa: I'm placing these droids in your care. Treat them well, clean them up, have the protocol droid's mind wiped.
- [leaves]
- C-3PO: What?
- [R2-D2 chuckles about C-3PO's coming misfortune]
- C-3PO: Oh, no!
- Obi-Wan: I have failed you, Anakin. I have failed you.
- Anakin Skywalker: I should have known the Jedi were plotting to take over!
- Obi-Wan: Anakin, Chancellor Palpatine is evil!
- Anakin Skywalker: From my point of view, the Jedi are evil!
- Obi-Wan: Well, then you are lost!
- Anakin Skywalker: [raises his lightsaber] This is the end for you, my master.
- Darth Sidious: I have waited a long time for this moment, my little green friend.
- [laughs as Yoda rises to his feet]
- Darth Sidious: At last, the Jedi are no more.
- Yoda: Not if anything to say about it I have!
- [Force pushes Sidious across the room and into his chair, which collapses]
- Yoda: At an end your rule is...
- [Sidious struggles to his feet]
- Yoda: ... and not short enough it was.
- [in a panic, Sidious leaps towards the door, but Yoda leaps over and blocks his way]
- Yoda: If so powerful you are, why leave?
- [ignites his lightsaber]
- Darth Sidious: You will not stop me! Darth Vader will become more powerful than *either* of us!
- [ignites his lightsaber]
- Yoda: Faith in your new apprentice, misplaced may be, as is your faith in the dark side of the Force.
- [they duel]
- General Grievous: Anakin Skywalker. I expected someone with your reputation to be a little... older.
- Anakin Skywalker: General Grievous... you're shorter than I expected.
- General Grievous: Jedi scum!
- Obi-Wan Kenobi: We have a job to do, Anakin. Try not to upset him.
- Anakin Skywalker: Master Windu, I must talk to you.
- Mace Windu: Skywalker! We've just received word that Obi-Wan has destroyed General Grievous. We're on our way to make sure the Chancellor returns emergency power back to the Senate.
- Anakin Skywalker: He won't give up his power. I've just learned a terrible truth. I think Chancellor Palpatine is a Sith Lord.
- Mace Windu: [suprised] A Sith Lord?
- Anakin Skywalker: Yes, the one we've been looking for.
- Mace Windu: How do you know this?
- Anakin Skywalker: He knows the ways of the Force. He's been trained to use the Dark Side.
- Mace Windu: Are you sure?
- Anakin Skywalker: Absolutely.
- Mace Windu: Then our worst fears have been realized. We must move quickly if the Jedi Order is to survive.
- Anakin Skywalker: Master, the Chancellor is very powerful. You'll need my help if you're going to arrest him.
- Mace Windu: For your own good, stay out of this affair. I sense a great deal of confusion in you, young Skywalker. There is much fear that clouds your judgment.
- Anakin Skywalker: I must go, Master.
- Mace Windu: No! If what you've told me is true, you will have gained my trust. But for now, remain here. Wait in the Council chambers until we return.
- Anakin Skywalker: Yes, Master.
- [a large part of Greivous's ship breaks away]
- R2-D2: [beeps] Uh-oh.
- Anakin Skywalker: We lost something.
- Obi-Wan: Not to worry. We're still flying half a ship.
- [R2-D2 tries repeatedly to control an elevator that Anakin and Obi-Wan are in while avoiding battle droids at the same time]
- Anakin Skywalker: What was that all about?
- Obi-Wan: Well, R2 has been...
- Anakin Skywalker: No loose wire jokes.
- Obi-Wan: Did I say anything?
- Anakin Skywalker: He's trying.
- Obi-Wan: I didn't say anything.
- Obi-Wan: [after Anakin crash-lands The Invisible Hand onto a landing platform] Another happy landing.
- Supreme Chancellor: Anakin, I told you it would come to this! I was right! The Jedi are taking over!
- Mace Windu: The oppression of the Sith will never return! You have lost!
- Supreme Chancellor: [speaking as Darth Sidious] No... no... no! YOU WILL DIE!
- Anakin Skywalker: What have I done?
- [drops his lightsaber as Palpatine rises to his feet]
- Darth Sidious: You're fulfilling your destiny, Anakin. Become my apprentice. Learn to use the dark side of the Force.
- Anakin Skywalker: I will do whatever you... ask.
- Darth Sidious: Good!
- Anakin Skywalker: Just help me save Padmé's life. I can't live without her.
- Darth Sidious: [voice echoes] To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret.
- [Anakin sinks to his knees whilst looking as if he's in a trance]
- Anakin Skywalker: I pledge myself... to your teachings.
- Darth Sidious: Good. Good!
- [breathes raspily and growls softly]
- Darth Sidious: The Force is strong with you. A powerful Sith you will become! Henceforth, you shall be known as Darth... Vader.
- Anakin Skywalker: Thank you... my master.
- Darth Sidious: Rise.
- [the newly dubbed Vader does so]
- General Grievous: Army or not, you must realize, you are doomed.
- Obi-Wan Kenobi: Oh, I don't think so.
- Anakin Skywalker: Are you all right? You're trembling. What's going on?
- Padmé: Something wonderful has happened. Ani, I'm pregnant.
- Padmé: What if the democracy we thought we were serving no longer exists, and the Republic has become the very evil we have been fighting to destroy?
- Senator Amidala: I'm not going to die in childbirth, Anakin. I promise you.
- Anakin Skywalker: No, I promise you.
- Yoda: [1:37:38] Twisted by the Dark Side, young Skywalker has become. The boy you trained, gone he is... Consumed by Darth Vader.
- Obi-Wan Kenobi: [referring to Anakin] When was the last time you saw him?
- Padmé Amidala: Yesterday.
- Obi-Wan Kenobi: And do you know where he is now?
- Padmé Amidala: [clearly lying] No.
- Obi-Wan Kenobi: Padmé, I need your help. He is in grave danger.
- Padmé Amidala: [horrified] From the *Sith*?
- Obi-Wan Kenobi: From himself.
- [pauses]
- Obi-Wan Kenobi: Padmé, Anakin has turned to the dark side.
- Padmé Amidala: You're wrong! How could you even *say* that?
- Obi-Wan Kenobi: I have seen... a security hologram... of him... killing younglings.
- Padmé Amidala: Not Anakin. He couldn't.
- Obi-Wan Kenobi: He was deceived by a lie. We *all* were. It appears that the Chancellor is behind everything, including the war. Palpatine is the Sith Lord we've been looking for. After the death of Count Dooku, Anakin became his new apprentice.
- Padmé Amidala: [turns away in shock; sits down on the couch] I don't believe you. I can't.
- Obi-Wan Kenobi: [sits down on the couch] Padmé, I *must* find him.
- Padmé Amidala: [turns to Obi-Wan] You're going to kill him, aren't you?
- Obi-Wan Kenobi: He has become a very great threat.
- Padmé Amidala: [turns away and shakes her head] I can't.
- Obi-Wan Kenobi: [gets off of the couch, walking towards his ship] Anakin is the father, isn't he?
- [Padmé doesn't answer]
- Obi-Wan Kenobi: I'm so sorry.
- [dons his hood and leaves]
- Obi-Wan: Now, let's get a move on. We've got a battle to win here.
- Commander Cody: Yes, sir.
- [Obi-Wan and his lizard ride off. Commander Cody stops and opens his comlink, revealing the hologram of Darth Sidious]
- Darth Sidious: Commander Cody, the time has come. Execute Order 66.
- Commander Cody: Yes, my Lord.
- [the comlink is shut. Cody gestures towards Obi-Wan]
- Commander Cody: Blast him!
- Obi-Wan: Anakin, let's be fair. Today you were the hero and you deserve your glorious day with the politicians.
- Anakin Skywalker: All right. But you owe me one, and for not saving your skin for the tenth time.
- Obi-Wan: *Ninth* time. That business on Cato Neimodia doesn't- doesn't count.
- Chancellor Palpatine: Let me help you to know the subtleties of the Force.
- Anakin Skywalker: How do you know the ways of the Force?
- Chancellor Palpatine: My mentor taught me everything about the Force, even the nature of the dark side.
- Anakin Skywalker: [steps in front of Palpatine] You know the dark side?
- Chancellor Palpatine: [slowly growing impatient] Anakin... if one is to understand a great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi! If you wish to become a complete and wise leader, you must embrace... a *larger* view of the Force.
- [they circle each other]
- Chancellor Palpatine: Be careful of the Jedi, Anakin. Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force, and you will be able to save your wife... from certain death.
- [smiles evilly]
- Anakin Skywalker: What did you say?
- Chancellor Palpatine: Use my knowledge, I beg you.
- Anakin Skywalker: [ignites his lightsaber and aims at Palpatine's throat] *You're* the Sith Lord!
- Count Dooku: I sense great fear in you, Skywalker. You have hate. You have anger. But you don't use them.
- Anakin Skywalker: I sense Count Dooku.
- Obi-Wan Kenobi: I sense a trap.
- Anakin Skywalker: Next move?
- Obi-Wan Kenobi: [smiling] Spring the trap.
- Darth Sidious: [dons Sith robes] Because the Council did not trust you, my young apprentice, I believe you are the only Jedi with no knowledge of this plot. When the Jedi learn what has transpired here, they will kill us, along with all the Senators.
- [pulls his hood up]
- Anakin Skywalker: I agree. The Council's next move will be against the Senate.
- Darth Sidious: Every single Jedi, including your friend, Obi-Wan Kenobi, is now an enemy of the Republic!
- Anakin Skywalker: I understand, Master.
- Darth Sidious: We must move quickly. The Jedi are relentless. If they are not all destroyed, it will be civil war without end. First, I want you to go to the Jedi Temple. We will catch them off balance. Do what must be done, Lord Vader! Do not hesitate, show no mercy! Only then, will you be strong enough with the dark side to save Padmé.
- Anakin Skywalker: What about the other Jedi spread across the galaxy?
- Darth Sidious: Their betrayal will be dealt with.
- [sits down at his desk]
- Darth Sidious: After you have killed all the Jedi in the Temple, go to the Mustafar system. Wipe out Viceroy Gunray and the other Separatist leaders.
- Darth Sidious: Once more, the Sith will rule the galaxy! And...
- [dramatically]
- Darth Sidious: we shall have... peace.
- [ends with an evil grin]
- Nute Gunray: The plan has gone as you had promised, my Lord.
- Darth Sidious: You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you.
- Yoda: Allow this appointment lightly the Council does not. Disturbing is this move by Chancellor Palpatine.
- Anakin Skywalker: I understand.
- Mace Windu: You are on this Council, but we do not grant you the rank of Master.
- Anakin Skywalker: What?
- [pauses]
- Anakin Skywalker: How can you do this? This is outrageous! It's unfair! How can you *be* on the Council and *not* be a master?
- Mace Windu: [sternly] Take a *seat*, young Skywalker.
- Anakin Skywalker: [bows] Forgive me, Master.
- [deprived of his lightsaber, Obi-Wan kills General Grievous with the general's own blaster]
- Obi-Wan Kenobi: So uncivilized.
- [throws the gun away]
- Mace Windu: [has Palpatine subdued] I am going to end to this, once and for all!
- Anakin Skywalker: You can't. He must stand trial.
- Mace Windu: He has control of the Senate and the courts. He's too dangerous to be left alive.
- Supreme Chancellor: [exhausted and disfigured] I'm too weak. Oh, don't kill me. Please!
- Anakin Skywalker: It's not the Jedi way. He must live!
- Supreme Chancellor: [Windu ignores Anakin, still intending to kill Palpatine] Please don't!
- Anakin Skywalker: I need him!
- Supreme Chancellor: [Windu raises his lightsaber] Please don't!
- Anakin Skywalker: NO!
- [Anakin draws his own lightsaber, cutting off Windu's hand]
- Supreme Chancellor: [as he electrocutes Windu] POWER! UNLIMITED POWER!