Rob Re-Writes the Star Wars Prequels – Episode III

See the previous re-writes of the Star Wars prequels here:
Episode I “The Phantom Menace”
Episode II “The Clone Wars”


I hope you’ve enjoyed this perversion of the prequels. Wait. That sounds terrible. I mean, I’ve really just been scratching an itch I’ve had for a decade. Ok… that didn’t sound good either.

Confession time: I’ve written Star Wars fan fiction before (mostly when I was a kid), but I never tried to fix something Lord Lucas made. I felt honored to at least have more Star Wars films, even if they didn’t quite catch the original magic of that first trilogy.

But here we are. I can’t stop now. We must reach cathartic completion of this prequel trilogy.

So here I go again on my own! (goin’ down the only road I’ve ever knoooooown…)

Episode III: Revenge of the Sith

War has taken its toll on the Jedi Order and the Republic. The Banking Clan has seceded from the Republic with the Separatists, draining the galactic economy of much-needed funds. Coruscant is in upheaval, and the Jedi numbers are dwindling as General Grievous continues his campaign to destroy them.

Padme Amidala continues her pursuit of the Separatists’ illegal weapon, a planet killer, that could shift the fortunes of war in the Separatists’ favor. Having tracked their weapon installations to a rogue terrorist organization, Death Watch, Padme Amidala enlists the help of Obi-Wan Kenobi to hunt down Death Watch, its leader Jango Fett, and Obi-Wan’s nemesis, Darth Maul.

Meanwhile, Master Anakin Skywalker and his padawan, Ahsoka Tano, have been entrusted by Commander Mace Windu to hunt down General Grievous and restore order to the Galaxy. But even with Count Dooku gone, the threat of the Dark Side appears to be growing.

Anakin and Ahsoka

Our first image is of Anakin and his padawan, Ahsoka (via the Clone Wars TV show), hunting for General Grievous in the Outer Rim. Ahsoka gets herself captured by Grievous’s loyal guards. Grievous tells her she will be yet another Jedi added to his collection. But this isn’t Ahsoka’s first rodeo. She planned on getting captured. Because her master is coming for her. She holds up her wrist to show a band flashing on it. Anakin and his detachment of Clone Troopers shut the power of Grievous’s ship off,

which is synchronized with Ahsoka breaking herself free. She cuts down the guards as Anakin cuts his way through to the ship command center. Anakin and Ahsoka duel with Grievous, then Anakin crushes his chest armor plating. Grievous begins to wheeze (much like we see in the OG Episode III), uncontrollable coughing emitting through his robotic vocal cords.

Grievous, seeing that his plan has gone awry, blasts a hole in one of the observation panels. The vacuum of space threatens to suck out Ahsoka Tano, but Anakin grabs her with the force and pulls her back, but Grievous gets away.

Anakin runs out of the command center, seeing that Grievous has left a path of dead troopers in his wake.

[Wipe Transition]

Anakin and Ahsoka are in Mace Windu’s Jedi Command Ship on Coruscant. Mace, with Yoda standing at his side, is berating Anakin for letting Grievous get away. However, the Chancellor – via hologram – disagrees and argues that Anakin made sure to rescue a Jedi, which are now in short supply. Windu argues that Grievous was the closest connection they had to finding the Sith, Darth Maul. Ahsoka mentions that they have found a great deal of intelligence on Grievous’s ship. One piece of intel relates to the construction of the Separatists’ ‘planet killer’ weapon. Mace Windu flips a control and the hologram of Obi-Wan Kenobi appears.

Obi-Wan says that if they are constructing the weapon than the rogue terrorist group, Death Watch, will be there as well with Darth Maul. He and Padme will be dispatched to recon the installation and report their findings back jointly to the Jedi Order and the Senate. This has been decided based on recent activity in the Senate wherein a Jedi was found colluding with the Separatists. Padme is Obi-Wan’s Senatorial handler. This doesn’t sit well with Anakin, but he can’t say anything and reveal their secret marriage.

Mace and Yoda exchange looks of weariness over what they see in Anakin. He has become uncontrollable. And he seems more malleable to the Chancellor’s wisdom than theirs. All leave the room save for Mace and Yoda, and they discuss the growing darkness in the Republic. Even with Dooku gone, it continues to grow. They are beginning to suspect the Chancellor is in league with the Separatists.

Padme and Obi-Wan

With Padme and Obi-Wan conducting a joint operation for the Republic, Anakin’s jealousy of his former Master and his secret wife begins to grow. Not only does Anakin see Obi-Wan’s mission as a hypocritically personal one (he is hunting the killer of his love Satine), but he doesn’t feel comfortable with the two of them in such close quarters.

Padme does not sense these jealousies, so she and Obi-Wan keep their mind on the mission. They have been hunting Darth Maul and Jango Fett’s Death Watch for years. The

war is taking its toll on them, just as much as it is the entire Republic. But they think they have stumbled upon a clue that could help them destroy the weapon for good. A key facility has been discovered on Utapau, where the indigenous population has sent out a secret message under duress that they are being forced to work for Death Watch.

Based on Anakin and Ahsoka’s intel, Obi-Wan and Padme travel to Utapau, where they look to discover if they do, in fact, have ties to the Separatists’ deadly weapon. After a cold, aloof meeting with their welcoming committee, the indigenous population sends Obi-Wan a secret message that they are being forced to work for Death Watch and Darth Maul.

Padme tells Obi-Wan they can enlist the Republic army now that they have proof, but Obi-Wan argues that if they were to tell the Senate now, that Maul could potentially escape. Padme objects to Obi-Wan’s argument, telling him that they have to take out the weapon before they can think about Maul. Obi-Wan asks her to give him more time to find Maul. She gives in, telling him he has 48 hours and then she’s contacting the Chancellor.

Anakin and Grievous, part II

Anakin and Ahsoka receive a tip from Jedi Master Plo Koon, that Grievous has gone into hiding on Utapau. Anakin decides that instead of telling Obi-Wan and Padme, he would rather surprise them and ascertain their true feelings for each other. Ahsoka mentions that she thought Master Mace wanted them to report to the joint Senate and Jedi Council session. Anakin told her that when something more important comes along, that you sometimes have to follow your gut. The Jedi used to do this, but Windu has become increasingly rigid with his orders and command of the Jedi like soldiers. The Senators will understand that they had an important mission.

Anakin shows up in Utapau to find Padme negotiating with the Utapau councilors and Obi-Wan is nowhere to be seen. When questioned about it, Padme mentions that Obi-Wan has been gone for days, but she still hasn’t called the Senate for reinforcements. He’s been looking for Darth Maul. Anakin tells Ahsoka to stay with Padme, which she is more than willing to do as they have become great friends over the past few years.

Anakin tracks down Obi-Wan, who is hunting in the wilderness, searching for Maul’s hidden base. Anakin mentions that this is counterproductive. Obi-Wan jokes about Anakin liking the desert. Anakin remains serious, stating that Grievous and his army are on Utapau now and they are looking to ship the weapon off-world (which he finds out earlier from Padme). If they don’t hurry they will lose their chance to stop Grievous and procure a part of the weapon.

Obi-Wan hesitates. Darth Maul is the Sith. He is the greater threat, says Obi-Wan. Says who, Anakin questions, the Jedi? Anakin argues that this weapon – in the wrong hands – could destroy the galaxy, one planet at a time. Obi-Wan argues that the Sith are up to something and he wants to find out what. Anakin snaps, telling Obi-Wan that Obi-Wan isn’t interested in the Sith plans because if he did he would be helping with the weapon. No, Obi-Wan just wants to kill Maul because of Satine. Wouldn’t you do the same for Padme, Obi-Wan rages back at Anakin. They are silent.

Anakin hears back from Ahsoka. Grievous is packing up shop. Obi-Wan mentions that maybe Anakin is the one seeking revenge. Anakin looks down at his robotic hand. We have to go, Anakin says. You go, Obi-Wan replies, I’ll find Maul.

[Wipe Transition]

Ahsoka and Padme are in the hangar field, watching as Grievous overlooks his droids loading crates of equipment into one of the large capital ships. If they don’t act soon, the ship will leave, and they’ll have to look for it all over again.

Ahsoka jumps into the crowd of droids, taking several of their heads off with a swipe of her lightsaber. Grievous turns to face her. Grievous taunts Ahsoka, asking where her master is now. On his way, Ahsoka jokes. Grievous begins to walk for the cargo door. Then I guess we will leave early, Grievous coughs. Ahsoka throws her lightsaber and it slices through a piece of metal holding the cargo bay door up. Grievous looks back at her, his reptilian eyes squinting with evil intent. He shakes off his robe, igniting four lightsabers at once. Very well.

[Wipe Transition]

Obi-Wan finally stumbles upon Maul’s hidden base. Obi-Wan attacks Maul, his moves are wild and energetic. He overwhelms Maul at first. Maul realizes that Obi-Wan will kill him if he stays. He was only meant to distract Obi-Wan.

Maul rides off on his speeder.

[Wipe Transition]

Ahsoka fights back against Grievous, her moves frantic and sloppy. Grievous, the Jedi Killer, is too much for her. With one strike he cuts off her arm, then he spins, kicking her with his clawed, metal foot. Her lightsaber rolls away. As Grievous moves forward to reach her body, Padme jumps in between them. Ah, Senator, Grievous groans. Grievous lifts a metallic hand, the lightsaber humming over his head. But then he hears the scream of a Jedi Starfighter. Grievous cranes his neck, and sees the Starfighter coming right at him. Anakin jumps out of the cockpit, flipping backward and igniting his lightsaber. Grievous is pummeled by the Starfighter, sending him crashing into the equipment cases behind the group.

Anakin looks down at Ahsoka, her body shaking and her hand gripping her missing limb. He looks at Padme. Get her to a ship. Anakin’s Starfighter scrapes against metal. Anakin’s attention

returns to the matter at hand. Grievous pushes the hulking machine away from him, his arms sparking. He is clearly damaged. Grievous manages some trash talk through raspy, short-circuiting breaths.

Hello, Jedi Killer, Anakin mutters. Anakin and Grievous exchange blows, but Grievous can quickly see that Anakin will kill him soon. But Grievous isn’t alone. Darth Maul enters on a speeder bike, knocking Anakin off kilter. Grievous uses the commotion to escape, taking a portion of the weapon systems with him, while shuttering the cargo bay of his ship. Darth Maul looks up as Grievous’s ship floats away, leaving him with an enraged Anakin Skywalker. Anakin controls himself, deftly outmaneuvering Maul.

Obi-Wan finally arrives as Anakin has subdued Darth Maul. Anakin mentions that Darth Maul will be taken to questioning so that they can find out where Grievous has gone with the weapon. Obi-Wan states that the Sith cannot be allowed to live, he is the greater threat. They will find Grievous soon enough.

This isn’t the Sith versus Jedi war, Anakin argues, The Republic hangs in the balance, and we are squabbling over religious factions. We have a duty!

Our allegiance belongs to the Order, Obi-Wan rants, The Chancellor has made you question your loyalty.

Perhaps it was misplaced, to begin with, Anakin mocks.

Obi-Wan ignites his lightsaber. He swings at Maul. Anakin blocks his attack with his lightsaber. Obi-Wan kicks Anakin out of the way, the force pushing him against some metal crates. Anakin loses his lightsaber. Obi-Wan raises his lightsaber to finish Maul, but Anakin lunges forward with Ahsoka’s saber, blocking the killing blow. Maul escapes. Obi-Wan twists his saber, destroying Ahsoka’s blade. Obi-Wan points his saber at Anakin, coming to realize what he is doing.

Anakin, I’m sorry.

They both got away, Anakin groans.

[Wipe Transition]

Anakin, Mace, the Emperor

Anakin is brought before the council and is stripped of his titles, and expelled from the order along with his wounded padawan. Obi-Wan’s testimony is damning. Anakin disobeyed a direct order from Mace Windu, stopped Kenobi from destroying a known Sith, and also lost Grievous. All of the blame rests on Anakin. He is seething as the meeting moves out of the council chambers, Obi-Wan following close behind.

You would let the Republic fall over a petty religious feud, Anakin shouted at Mace Windu.

Chancellor Palpatine enters the Jedi Temple, ushering Anakin to come to him.

I am more than willing to offer you a job with our government, Anakin. The Jedi will not be the end of your illustrious career. You won’t die with their pitiful band. We can save the Galaxy together.

He is not their savior, Anakin, Mace Windu argues. The Dark Side surrounds him!

Dark Side. Light Side. People are dying out there, Master Jedi! Anakin shouts Windu down. You have grown too comfortable in your ivory tower to see what our people are enduring for the sake of your piety! It’s not the Sith who will destroy the Republic, it is this war and your Jedi!

Palpatine is noticeably pleased.

Come, Anakin. Let us destroy these rebels once and for all.

Palpatine seems to be talking about the Separatists, but his speech and eye contact with Windu makes it appear that he means the Jedi as well. Palpatine and Skywalker leave.

Mace turns to Obi-Wan. I fear that we have been wrong about the Sith all along. This war was merely a ruse for the Chancellor to gain the power he coveted.

What would you have me do? Obi-Wan questions. Shouldn’t we tell Master Yoda?

Take Senator Amidala to our fleet. You will find Maul and destroy the Sith Master. I will deal with these politicians. Master Yoda doesn’t need to concern himself with this. Windu commands Obi-Wan.

[Wipe Transition]

Anakin and Palpatine are in his chambers discussing new intel they have gathered. Palpatine leads Anakin to believe Palpatine has found his way into the Sith inner circle, convincing the Sith to betray the Separatists in exchange for a seat at the Republic’s elite. Palpatine deceives Anakin, making him believe that without his ‘master’, Maul has become afraid for his safety and realizes that the war could easily be lost and he would be destroyed by the overzealous Jedi.

Maul is hiding on Mustafar with Grievous.

You want me to protect them and come to an accord on peace? Anakin asks.

No. Kill them both. Without them, the Separatist will fall and we will obtain their weapon. The galaxy will have peace.

That’s all I’ve ever wanted.

And you will have brought it to them, Anakin. This could not be done without you. And when you return I will teach you all I have learned from these Sith and you will be more powerful than even Master Yoda. We will form a grand Empire built on order and peace. We have complete control.

Not yet. Mace Windu has entered the room with a handful of Jedi soldiers. Chancellor, you are under arrest for collusion against the Senate.

You are the one under arrest, Master Jedi. I am the Senate. You would threaten our peace for your own gain? Palpatine argues.

Your peace would mean our destruction and the death of democracy. Windu argues and ignites his lightsaber.

So it’s treason then, Palpatine nods to Anakin. Anakin ignites his lightsaber.

You are found guilty of treason against the Galaxy, Master Windu. Anakin replies with a sense of hubris in his voice. Will you come peacefully?

No, I will not come peacefully.

Mace Windu and Anakin fight. Anakin immediately dispatches the soldiers he once stood next to. Palpatine rises from his chair, amused by the turn of events. He follows them from his sanctum into his larger office. Windu is strong, but Skywalker has been honed by a long, drawn-out conflict. He is a veteran of war. An errant saber strikes the glass of Palpatine’s chamber window, sucking out air, glass, and office furniture.

Windu turns to his own stance, Vaapad, a form that channels dark side energy to light. Palpatine shouts as he sees this change the course of battle.

Ah, I can see the Dark Side flowing through you, Master Windu. What hypocrisy. The Jedi truly are extinct. You are more Sith than even I.

Anakin looks at Windu, their sabers crackling together.

He’s right. I can’t believe I didn’t see it sooner. You wanted the war all along. You fed off all their death.

Anakin, No!

Windu channels Anakin’s maneuver and slices his mechanical arm off. Windu draws his saber back.

We knew you were dangerous. We should never have trained you. You were weak. Fear. Anger. Hatred.

Anakin’s face contorts with pain, the circuits sparking on his arm.

You were afraid of me. You knew I wouldn’t let you take control. Anakin said in a snarling voice. I only ever hated you.

The feeling is mutual. I will destroy you, then we will cleanse the galaxy of the Sith.

I am afraid not, Master Jedi. Palpatine speaks. Windu turns his head and sees Palpatine’s true form, the Dark Side coursing through his yellow eyes. His voice has changed into something grotesque. The Sith are not the disease, you are.

Palpatine’s fingers glow, lightning spreading out in forks and striking Mace. Mace adjusts his lightsaber to block it. Mace pushes back, moving closer to Palpatine.

I see your true form now, Mace replies, Lord Sidious. You will not succeed.

You are too late. The Sith will reign in peace for a thousand years! We have won.

Not yet. Mace rebuts.

Mace winces, as Anakin’s lightsaber shines through his chest.

We will have peace, Anakin roars. Mace’s lightsaber drops to the floor and Palpatine ejects him out into the Coruscant sky. Palpatine exhales. Anakin is breathing heavily. Palpatine takes Anakin’s lightsaber.

Welcome to the Empire, Lord Vader. Palpatine ‘knights’ Anakin.

For the Empire. Anakin says wearily. For Peace.

Anakin, Padme, and Obi-Wan

Anakin contacts Padme. He tells her that the Jedi have turned on the Republic, and they are threatening the peace. He is going to end the war for good. Padme asks him where he’s going. Anakin looks at her, his intuition telling him that Obi-Wan is nearby.

Goodbye, Padme.

Obi-Wan is standing nearby.

Palpatine, Yoda and the Younglings

Palpatine sends his troops to the Jedi Temple. Yoda arrives after feeling the disturbance in the force. He helps the younglings escape. Palpatine and Yoda fight, much like they did in the film, but this time they fight in the Sith Temple that is UNDER the Jedi Temple. Yoda sees now that the Dark Side is swallowing the capital up, and it had been there all along. He retreats so that the Jedi may survive.

Palpatine, The Senate and Order 66

Palpatine goes before the Senate. He talks about the structuring of the Empire, the attack by Mace Windu and the Jedi rebellion. He is issuing his executive order to outlaw all Jedi.

There is a montage of Jedi dying (much like the actual film).

Anakin, Grievous, Maul and Obi-Wan

Anakin arrives on Mustafar. Palpatine is talking with Grievous and Maul. Anakin enters the room.

You are no longer needed. This war is over. Palpatine commands.

Anakin fights Grievous and Maul. Grievous is killed almost immediately and Anakin destroys half of Maul’s lightsaber. Anakin is fighting Maul when Obi-Wan arrives. Anakin sees Obi-Wan and kills Maul, showing that he had been toying with him and that he would not allow Obi-Wan to defeat Maul. Anakin takes his red lightsaber and his own, aiming them at Obi-Wan.

You destroyed the Sith. Obi-Wan declared.

I saved the Galaxy. They were a threat. Now the Jedi are next. We will be at peace.

Anakin, Palpatine has destroyed Democracy.

He was protecting the Galaxy from the Jedi. They wanted to protect the Galaxy, but they were really protecting themselves all along. We aren’t safe with the Jedi around. You can’t protect the people. Palpatine can.

Palpatine is the Sith.

The Sith aren’t the problem. The Jedi are.

They fight much the same way they did in the film. Anakin is defeated. Obi-Wan takes his blue lightsaber, leaving Anakin with Maul’s red lightsaber. Anakin is severely burned on the planet surface. Obi-Wan escapes as the Emperor arrives.

The Emperor saves Anakin and he is reborn into Darth Vader, the machine.

Padme, Obi-Wan, Yoda, and the Plan

Padme goes into hiding. She delivers the twins (this is briefly surmised earlier in the film in a conversation with Obi-Wan, but not played up until the end). Their plan is that she will be presumed dead in the aftermath of the war. She will hide on Alderaan for a brief time with her daughter, and they will send the boy away with Obi-Wan to Tatooine. She will be a handmaid to Bail Organa’s queen, leaving Leia to believe that she is the daughter of Bail Organa.

Vader mourns her death with Palpatine, realizing that she was carrying their children. He takes solace in the fact that they will protect the Empire.

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