Mace Windu and three Jedi (Kit Fisto, Agen Kolar, and Saesee Tiin) enter the lobby of Chancelor Palpatine's quarters, raising their arms, and sending the Chancellor's aide flying against the wall, along with two Republic Guards. They storm into the Chancellor's office next to find him sitting quietly at a desk.

"Master Windu," Palpatine stands, "I take it Darth Maul has been destroyed then. I must say, you're here sooner than expected."

"In the name of the Galactic Senate of the Republic, you are under arrest, Chancellor," Mace and the other Jedi ignite their lightsabers.

"Are you threatening me, Master Jedi?"

"The Senate will decide your fate."

"I am the Senate!"

"Not yet!"

A lightsaber appears out of Palpatine's cloak sleeve, "It's treason, then."

Palpatine torpedoes through the air and immediately cuts down Agen Kolar and continues his momentum in wide swing, taking out Saesee Tiin. He tries to hit Kit Fisto, but he manages to block the strike, so Palaptine spins into a swing at Mace who was stationed behind him. Mace deflects the blade strike, so Palpatine doubles back, slashing Kit across the chest as he advances. Mace, now the last of the Jedi, slams his blade against Palaptine's, forcing him back to the center of the room. They fight their way down the hallway and into the main office area with Palpatine defending himself as he backs away quickly from Mace's strong swings. Palaptine is able to use the Force to slam Mace against the wall, but he recovers before the Chancellor can cut him down by shoving his shoulder into Palpatine's gut. They enter the outer waiting room which has a long window stretching across the room, looking out over the Corsucant night. Palaptine spins away from Mace's attack and the Force feedback shatters the glass behind them, creating a strong wind. Palaptine attacks Mace, his sword blocked as he maneuvers around the Jedi for a rear-attack. Mace spins and blocks the attack, then begins slamming his saber against Palpatine's loosening his grip over and over again until he can finally knock it from his hands. Palpatine steps back, narrowly avoiding a slash at his throat, then stumbles back to the floor, nearly falling out the open window.

"You are under arrest, Chancellor," Mace warns him. A moment later, Anakin races into the room, surprising Mace who keeps his saber pointed at the Sithlord on the floor. Palpatine, meanwhile, smiles. "Skywalker," Mace begins, "You were told to wait at the Jedi Temple."

"I need him, Master. I'm sorry."

"Anakin!," Palpatine calls out, "I can save Padme and your child. Remember."

Mace glances at Anakin but continues to hold Palaptine at bay, "The oppression of the Sith will never return. Your plot to regain control of the Republic is over . . . you have lost . . ."

"No, Master Windu... the era of the Jedi is over," he raises his hands, and lightning bolts shoot out, but they are blocked by Mace's lightsaber at the last second. Paklpatine is then is pushed back against the window sill.

"He is a traitor to law and order, Anakin," Palpatine calls out once more as lighting bolts continue to fly from his fingertips.

"Master Windu, please stop," Anakin shouts.

"Stand down, Anakin" Mace tells him as he pushes the lightning toward Palaptine.

"Come to your senses, boy," lightning bolts fly past Palaptine as he continues to attack, "The Jedi will betray you, just as they betrayed me."

"Please... I don't know what to do!," Anakin becomes frustrated as he shouts to both parties.

"You are not one of them, Anakin," Palpatine's lightning grows closer as Mace continues to deflect it back toward him, "Don't let him kill me," a strong bolts finally strikes his face and as screams, "Aarrrrggghhhhh!" The Chancellor's face begins to twist and distort. His eyes become yellow and his hair falls out as he struggles to intensify his powers.

"Master Windu, stop!," Anakin shouts.

"I am your pathway to power. I have the power to save the one you love. You must choose. You must stop him," Palpatine calls out as the lightning continues to strike.

"Don't listen to him, Anakin," Mace tells him.

"Help me! Don't let him kill me. I can't hold on any longer. Ahhhhhhh . . . ahhhhhhh . . . ahhhhhhh . . ."

Palaptine stops and slumps down as smoke billows from him. Mace brings his lightsaber back, "I am going to end this once and for all."

"You can't kill him, Master," Anakin pleads, "He must stand trial."

"He has too much control of the Senate and the Courts. He is too dangerous to be kept alive."

"It is not the Jedi way . . ."

"Some sacrifices must be made in order to bring balance."

"You are right, Master... unfortunately," Anakin lowers his head in sadness.

Just as Mace is about to slash Palpatine, Anakin raises his hand holding his lightsaber in place with the Force. Mace turns and gives Anbakin a confused look just as he pulls hard, yanking the saber form his grasp. Palaptine snaps to attention and fires one last blast. The full force of Palpatine's powerful bolts blasts Mace. As blue rays engulf his body, he is flung out the window and falls twenty stories to his death. No more screams. No more moans. Palpatine lowers his arm. His face has now changed into a horrible mask of evil. Anakin looks on in horror as he cackles.

"What have I done?," Anakin collapses to the floor.

"You are fulfilling your destiny, Anakin," Palaptine rises above him, "The Jedi believed you were the Chosen One. You were meant to bring balance to the Force," he summons his lightsaber to one hand and catches it, "Perhaps they were right," he raises his hand toward Mace's discarded sword across the room and summons that to his free hand, "Perhaps you are meant to bring balance... but not in the way they anticipated."

"I'm not the Chosen One. How could I be?"

"You are far more powerful than any of them, Skywalker. Unlike the Jedi, you have the power to choose your destiny," he holds out Mace's lightsaber, "You can finish the task and kill me using Master Windu's lightsaber," he then extends his own saber, "Or you can take mine. Become my apprentice. Learn to use the darkside of the Force."

"Will it save Padme and our child?"

"I forsee a time in which Padme Amidala will give birth to a child who will be a powerful warrior. I believe that future will only come from my assistance."

He reluctantly takes the Sith lightsaber, "Then,... I will do whatever you ask Just help me save Padme's life. I can't live without her. I won't let her die. I want the power to stop death."

"To cheat death is a power only one has achieved, but if we work together, I know we can discover the secret."

Anakin kneels before Palpatine.

"I pledge myself to your teachings. To the ways of the Sith," Anakin ignites Palpatine's red lightsaber.

"Good. Good. The Force is strong with you. A powerful Sith you will become."

"Thank you... my Master."

"Now rise."