A Naboo skiff landed on the Mustafar landing platform near Anakin's green starfighter. Puzzled, Anakin ran up to the skiff as the ramp lowered.

Padme ran out of the ship and embraced Anakin tightly.

"Padme," Anakin said. "I saw your ship."

"Oh, Anakin!" Padme said as they broke free from the hug.

"It's all right, you're safe now." Anakin assured. "What are you doing out here?" He asked.

"I was so worried about you." Padme said. "Obi-Wan told me terrible things."

Anakin raised an eyebrow. "What things?" He asked suspiciously.

"He said you have turned to the dark side," Padme recalled. "That...that you killed younglings."

"Obi-Wan is trying to turn you against me." Anakin falsely assured.

"He cares about us." Padme insisted.

"Us?" Anakin said, bewildered.

"He knows." Padme confirmed. "He wants to help you."

"Is Obi-Wan going to protect you?" Anakin asked. "He can't...he can't help you. He's not strong enough." He said.

"Anakin, all I want is your love." Padme said.

"Love won't save you, Padme." Anakin said. "Only my new powers can do that."

"But at what cost?" She asked. "You are a good person. Don't do this." She pleaded.

"I won't lose you the way I lost my mother!" Anakin said. "The way I lost Ahsoka! I've become more powerful than any Jedi has ever dreamed of and I've done it for you. To protect you."

"Come away with me." Padme pleaded. "Help me raise our child. Leave everything else behind while we still can." She offered.

"Don't you see? We don't have to run away anymore." Anakin assured. "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."

Padme slowly stepped away from him, shaking her head. "I don't believe what I'm hearing. Obi-Wan was right. You've changed." She sobbed.

Anakin grunted.c"I don't want to hear any more about Obi-Wan. The Jedi turned against me." He said. "Don't you turn against me!" He warned.

"I don't know you anymore." Padme said, tears ran down her cheeks. "Anakin, you're breaking my heart. I'll never stop loving you, but you are going down a path I can't follow."

"Because of Obi-Wan?" Anakin assumed.

"Because of what you've done...what you plan to do. Stop, stop now. Come back! I love you." Padme pleaded.

Anakin glanced back at the ship and saw two figures standing on the boarding ramp.

"Liar!" Anakin yelled.

Padme turned around and saw Obi-Wan and Ahsoka standing in the doorway of the Naboo Cruiser.

"No!" Padme said.

"You're with him. You've betrayed me! You brought him here to kill me!" Anakin assumed.

"No! Anakin. I swear...I-" Padme started to say but Anakin used the Force to strangle her.

"No!" Ahsoka cried. "Anakin, let her go!" She started forward but Obi-Wan stopped her. "She didn't know we're here." She assured.

"Let her go, Anakin!" Obi-Wan said.

"What have you and she been up to?" Anakin demanded.

"Let. Her. Go." Obi-Wan repeated in a steely calm voice.

Anakin released his grip on Padme and she crumpled to the ground unconscious. Ahsoka shook from Obi-Wan's grip and ran to Padme's aid.

"You turned her against me!" Anakin accused.

"You have done that yourself." Obi-Wan assured as he walked closer to him.

Ahsoka knelt and touched Padme's forehead and feels very faint pulse. "Oh, no." She gasped and turned to Anakin. "What have you done?" She cried.

"You will not take her from me!" Anakin said as he threw off his cloak.

"Your anger and your lust for power have already done that." Obi-Wan said as he took off his cloak. "You have allowed this Dark Lord to twist your mind until now...until now you have become the very thing you swore to destroy."

They circle each other until Obi-Wan was near Ahsoka taking care of Padme. He placed his hand on Padme's forehead.

"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, justice, freedom, and security to my new Empire." Anakin said.

"Your new Empire?" Obi-Wan asked as if he'd misheard.

"Don't make me kill you." Anakin said. He turned to Ahsoka and his voice softened. "Ahsoka, I'm glad you're back, Snips." He held out his hand. "Join me," He offered. "It can be like the old times."

Ahsoka glared at him. "You expect me to join after what you've done?" She shouted. Then her voice softened. "Master, what happened to you? This is not you. Why are you doing this?" She asked.

"I can't lose you again!" Anakin yelled.

"Anakin, our allegiance is to the Republic, to democracy!" Obi-Wan reminded him.

Anakin turned to Obi-Wan. "If you're not with me, then you're my enemy." He said.

"Only a Sith Lord deals in absolutes." Obi-Wan said. He turned to Ahsoka. "Ahsoka, take Padme back to the ship." He ignited his lightsaber. "I will do what I must."

"You will try." Anakin ignited his lightsaber and charged at Obi-Wan.

. . .

Anakin threw crates at Obi-Wan using the Force and cross sabers off the landing platform and into the main entry hallway. Anakin kicked Obi-Wan, and he droppped to a lower level.

As their lightsabers clashed and flew, bits of the hallway were cut up.

. . .

Ahsoka carried Padme to the Skiff and laid her in a medical bed.

"Threepio," Ahsoka called. "Watch over Padme."

"Certainly, Padawan Tano." Threepio said.

Ahsoka turned to the Astromech. "Artoo, get the ship ready in case we need a quick evac."

Artoo beeped in agreement.

She turned back to Padme and put her hand on Padme's shoulder. "Hang in there, Padme."

Ahsoka ran down the boarding ramp and went to find Anakin and Obi-Wan.

. . .

Anakin and Obi-Wan continued fighting until they reach the main control center. Holoscreens explode around them as they crossed sabers into the Control Room. Obi-Wan jumped up on the table view screen in the center of the room.

"Don't make me destroy you, Master." Anakin said. "You're no match for the dark side."

"I've heard that before, Anakin." Obi-Wan said. "But I never thought I'd hear it from you."

Anakin forced Obi-Wan back into the Conference Room where the quarters are much closer. Sparks flew everywhere.

Anakin jumped onto the conference table. Obi-Wan slid across the table, where he knocked Anakin over.

Obi-Wan stood over Anakin and then used the Force to summon his dropped lightsaber. Anakin did the same and parried his attack.

"The flaw of power is arrogance." Obi-Wan pointed out. He stood looking at his former apprentice for a moment.

"Hesitation," Anakin noticed. "The flaw of compassion."

Anakin kicked Obi-Wan and put out his hand and used the Force to push him away. Obi-Wan put out his open palm to block Anakin's push. Due to the Force, they both flew backwards onto the control panels.

Anakin immediately regained back his footing, while Obi-Wan remained dazed. Anakin then drew his lightsaber and attempted an overhead attack.

Suddenly, another lightsaber blocked his strike.

They both turned towards the newcomer. A young female Togruta with her green lightsaber.

"Ahsoka," Anakin said. "Stay out of this."

"I don't take orders from you anymore." Ahsoka managed and kicked Anakin away.

This time Ahsoka was on offensive and Anakin was on defensive.

"I don't want to fight you, Ahsoka." Anakin said as he blocked her strike.

"Then stop what you're doing!" Ahsoka yelled.

They battle around the room, and knocked open the door to the exterior. They continue battling out onto the balcony.

Ahsoka forced Anakin down a narrow balcony outside the Control Room. She ripped objects off the wall and threw them at Anakin as she pushed him further and further along the walkway.

Anakin is trapped as the balcony ended. He looked over the balcony and into a river of lava.

Ahsoka cuts a piece of the balcony railing off and slashed along a control panel.

Alarms wailed, and a protective ray shield around the superstructure disappeared. It tumbled into the molten abyss, disappearing in a puff of smoke. A small pipe connects the Control Center to the Main Collection Plant.

Anakin had no choice but to walk across the small pipe hovering over the lava river while fighting Ahsoka.

Obi-Wan, jumped down onto the flexing pipe, following Ahsoka and Anakin and resumed fighting.

Obi-Wan, Anakin and Ahsoka continued to cross sabers across the small pipe. Obi-Wan attacked, Anakin parried, Ahsoka attempted to attack Anakin's legs but he jumped to avoid it.

They continued to fight across the pipe until they reached the Main Collection Plant.

They battled on the top of the multi-spired collection panels, jumping from one to the other. At the end of the collection cluster, a huge spray of lava covers the attachments that hold up the collectors. The frame began to melt and it rained lava.

All three of them ran for cover under the collection cluster. Anakin on one side, Obi-Wan and Ahsoka on the other. They continued to fight in the lava rain, darting from cover to attack, then quickly retreating to cover.

The support for the entire structure began to fall away, and the collection cluster fell into the lava river.

The Jedi continued their fight, climbing to the highest point on the tower as the rest begins to melt away as it rides the swift current down the river. It bent toward the lava as they got out toward the end.

The tower slowly started to sink under the lava.

Obi-Wan realized that they were getting very close to the edge of the lava falls. He grabbed a rope and leaped from the collection arm.

"Ahsoka," Obi-Wan called. "Keep climbing, I'll distract him."

"I don't think I can, Master." Ahsoka said as she held on with one hand, her other hand carrying her lightsaber.

"Ahsoka, hang on!" Obi-Wan insisted. He held tightly onto the rope and swung towards her to help. He was able to grab her wrist before she lost her grip from the collection arm.

"Hang on!" Obi-Wan said, tightening his grip on Ahsoka's wrist. His other hand hanging on to the rope, while also holding his deactivated lightsaber.

Suddenly, Anakin was swinging his way towards them, also hanging onto a cable.

"Watch out!" Obi-Wan warned.

Ahsoka turned on her lightsaber and parried Anakin's strike. Obi-Wan kicked Anakin's side which pushed him farther from them.

Ahsoka started slipping again, to the point where the only thing Obi-Wan was holding were three of her fingers.

"Hang on!" Obi-Wan said again.

Ahsoka sighed and looked up to Obi-Wan. "Master, you have to stop him."

"What are you-" Obi-Wan started to say.

She closed her eyes and shook her hand from Obi-Wan's grasp.

"No!" Obi-Wan exclaimed as he watched Ahsoka fall down towards the river of lava.

Suddenly, Ahsoka stopped descending to the lava. A cushion of air prevented her from falling, even she was surprised.

Obi-Wan realized someone was using the Force to keep her from plummeting into the lava.

He looked around frantically for Anakin and spotted him hanging on a cable with his eyes closed and one hand thrust in Ahsoka's direction.

It occurred to him that it was Anakin who was keeping Ahsoka from falling. Apparently, he still has little affection left for his former Padawan.

Anakin used the Force to push Ahsoka to the higher part of the riverbanks of the lava river.

After he saw that Ahsoka was safe, Anakin turned to Obi-Wan and attacked while hanging on a cable.

Anakin and Obi-Wan continued their fight hanging from cables as they swing past each other.

From their cables, Anakin and Obi-Wan both spotted something that caused them to stop fighting, the lava river ahead dropped off in a tremendous lava fall.

The main part of the collection arm started to break away and moved toward the lava fall.

Obi-Wan looked around and saw a small floating platform making its way toward the did a double back-flip and landed squarely on the floating platform. He leaned to one side and moved away from the tower.

Anakin realized the same problem as the entire tower headed for the falls. In the distance he saw some construction droids. He swung back to the tower, climbed up and made a running leap and landed on a worker droid.

Obi-Wan headed for the bank of the lava river, but Anakin's droid is faster and caught up with his former Master.

Obi-Wan and Anakin continued the swordfight. They battled away, balancing on a tiny platform and puzzled construction droid.

Anakin approached Obi-Wan on the work platform.

"I have failed you, Anakin." Obi-Wan said, as he gripped his lightsaber tighter. "I have failed you."

"I should have known the Jedi were plotting to take over." Anakin shouted.

"Anakin, Chancellor Palpatine is evil!" Obi-Wan pointed out.

"From my point of view, the Jedi are evil." Anakin said.

"Well, then you are lost!" Obi-wan yelled.

"This is the end for you, my Master." Anakin said, then jumped and flipped onto Obi-Wan's platform.

The fighting continued again until Obi-Wan spotted Ahsoka on the banks, clutching her lightsaber. She looked like she wanted to help, but she'd have to cross the lava to get to them.

Obi-Wan jumped toward the safety of the black sandy edge of the lava river and landed beside Ahsoka.

"It's over, Anakin. We have the high ground." Obi-Wan said.

"You underestimate my power!" Anakin yelled.

"Don't try it." Obi-Wan warned.

But Anakin jumped anyway, and Obi-wan cut his Anakin's legs, then cut off his left arm in one slash of his lightsaber.

Anakin tumbled down the embankment and rolled to a stop near the edge of the lava. He struggled to pull himself up the embankment with his mechanical hand.

He kept sliding down in the black sand.

Ahsoka started to cry.

"You were the Chosen One!" Obi-Wan reminded him. "It was said that you would destroy the Sith, not join them!" He shrieked. "It was you who would bring balance to the Force, not leave it in Darkness!"

Obi-Wan picked up Anakin's lightsaber and gestured for Ahsoka to leave, but she remained frozen watching Anakin.

"I hate you!" Anakin yelled.

"You were my brother, Anakin." Obi-Wan said. "I loved you."

Anakin turned to Ahsoka. He locked eyes with her and held out his hand. Please... he seemed to be saying.

Ahsoka hesitated. She just stared at him, not knowing what to do, tears streaming down her cheeks. "I'm sorry." She finally said.

Anakin's clothing blows into the lava river and ignites. He burst into flames and started screaming painfully.

Obi-Wan and Ahsoka watched in horror as Anakin became engulfed in flames as he struggled to climb the embankment, covered in flames.

They couldn't stand to seeing him that way, so they ran back to Padme's ship as Anakin dropped, smoldering, near the top of the lava pit.

Obi-Wan and Ahsoka made their way to the Skiff without saying a word to each other.

The protocol droid, Threepio stuck his head out the door.

"Master Kenobi! We have Miss Padme on board." Threepio said. "Please, please hurry. We should leave this dreadful place." Threepio suggested.

Obi-Wan went up the boarding ramp and patted Threepio on his shoulder.

Ahsoka followed after him. "Come on, Threepio." She said.

Padme lies on a bed inside the ship. Obi-Wan and Ahsoka walked over to check on her.

"Obi-Wan?" Padme called. "Is Anakin all right?" She asked before dropping back to unconsciousness.

"She's close to giving birth." Ahsoka said.

"How close?" Obi-Wan asked.

"A couple of hours, maybe." Ahsoka guessed.

Obi-Wan turned and sat on the co-pilot's station and sat looking pensive, Ahsoka sat and watched over Padme in distraught, while Threepio and Artoo flew the ship.