Mustafar is a volcanic planet. Near a sea of lava, a dark droid smelting factory stands tall against a red sky. Inside, Nute Gunray and the remaining leaders of the Trade Federation stand in front of a hologram of Darth Sidious. "My Lord, how long must we wait in hiding?," Nute asks, "Surely, the Republic has defeated our droids. We have heard rumors the Jedi have killed your apprentice Darth Maul!"
"You should know better than to question me by now, Viceroy," Sidious growls, "I shall send my new apprentice. Be prepared to greet him and he will see to your swift exit from Mustafar."
"Thank you, My Lord," Nute bows in reverence as the hologram shuts off.
In a city area in Utapau, it is morning. A few dead Jedi lay at Anakin's feet as he looks at his holographic disc. "Go to Mustafar," Sidious commands, "Eliminate the Trade Federation once and for all and you will bring peace to the galaxy." Anakin nods, "It will be done," and goes on his way.
Meanwhile, a Naboo skiff flies out from Coruscant. Padme is in the pilot's seat while Obi-Wan is next to her. "According to old Trade Federation records, they had a droid smelting plant on Mustafar," Padme tells him as she checks her screen, "It ran out of funding long ago, but..." Obi-Wan nods, "... It's worth a look." Padme takes them into hyperspace.
Palpatine address the Senate as his pod floats into the arena, "... The war is over. The Separatists have been defeated, and we stand on the threshold of a new beginning," the Senate erupts in applause, "Sadly, in the ensuing battle, we have learned of a plot within the Jedi Order," a hush falls across the chamber. Senators Organa and Mon Mothma look to one another in fear. "We have learned that Count Dooku, the leader of the Seperatists, was conspiring with the Jedi all along. Many of you may remember that he was once a Jedi himself. Unfortunately, after I learned of this, there was an attempt on my life, which left me scarred. But I shall not let that stop me from defending the good people of this Republic."
Anakin's fighter lands near the plant on Mustafar. He gets out and walks ominously toward the plant. moments later, the Trade Federation sit in a meeting room and are alerted to the sound of the door opening. He stands in the doorway, mostly in silhouette. He raises his head, showing his face. "It's Anakin Skywalker," Nute exlcaims, "The Jedi have found us!" Anakin ignites his red lightsaber, which stuns them into silence. "No, not the Jedi," he says and closes the door behind him.
Palaptine raises a hand to quiet the Senate from applauding, "In order to ensure our security and continuing stability, the Republic will be reorganized into the first Galactic Empire, for a safe and secure society which I assure you will last for ten thousand years." There is a loud, sustained cheer from the Senate. Bail and Mon Mothma sit, dumbfounded. "An empire that will continue to be ruled by this august body, and a sovereign ruler chosen for life . . .," his voice rises and the Senate cheers again. "An empire ruled by the majority . . . Ruled by a new constitution . . .," Palpatine revels in his new power, "An empire that no longer has to fear terrorists like the Jedi!" As the Senators stand and applaud, Bail lowers his head, "So this is how liberty dies, with thunderous applause . . .".
Anakin slashes a Trade Federation security guard as he rushes through the room. Nute Gunray presses himself against the wall with his peers dead at his feet. "But... we surrendered. You can't do this," he roars, but his cries are not heard as Anakin thrusts his saber into his chest.
Outside, the Naboo ship lands. Obi-Wan and Padme step out. They immediately notice the plant and move toward it. Upstairs, Anakin turns as if sensing their arrival.
Darth Sidious returns to his holding office with a devilish grin. He sits in his seat, contemplating his next move. Just then, from the opposite doorway, Yoda enters, using the Force to throw two red guards against the wall, knocking them unconscious. Darth Sidious turns his chair toward him, "Master Yoda... I shouldn't be surprised to see you alive."
"I hear a new apprentice, you have, Emperor. Or should I call you Darth Sidious?"
"I have turned your precious Chosen One against you. The Jedi have fallen."
"As long as there are Jedi who stand against you, fallen, we have not."
"Your arrogance blinds you, Master Yoda. Now you will experience the full power of the darkside."
Anakin exits the factory and sees Padme but no sign of Obi-Wan. She smiles as tears run down her face and she rushes to him. They embrace.
"Padme, I saw your ship . . .," Anakin says happily, yet there is no smile on his face.
"Oh, Anakin!," she begins to sob.
"It's all right, you're safe now. What are you doing out here?"
"I was so worried about you. Obi-Wan told me terrible things."
"What things?"
"He said you have turned to the dark side . . . that you killed Jedi. Tell me he's mistaken."
"Obi-Wan is trying to turn you against me."
"He cares about us. Anakin... tell me you haven't betrayed the Jedi."
"... The Jedi are not what they seem. They are hypocrites. Even Obi-Wan."
". . . He wants to help you."
"He can't ... he can't help me now and he can't help you. He's not strong enough."
"Anakin, I love you. Please..."
"Love won't save you, Padme. But I know what will. You'll have to trust me. I will save us all."
"At what cost? You are a good person. Don't do this."
"I won't lose you the way I lost my mother! 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. Help me raise our child. Leave everything else behind while we still can."
"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 can overthrow him, and together you and I can rule the galaxy. Make things the way we want them to be."
"I don't believe what I'm hearing . . . Obi-Wan was right. You've changed."
"I don't want to hear any more about Obi-Wan. The Jedi turned against me. Don't you turn against me."
"I don't know you anymore. Anakin, you're breaking my heart. I'll never stop loving you, but you are going down a path I can't follow."
"You don't have to follow me. you only have to trust me."
"I... I can't trust you right now."
"Why not?," he grows angry.
"Because of what you've done . . . what you plan to do. Stop, stop now. Come back! I love you."
Anakin turns swiftly and sees Obi-Wan approaching. He then turns back to Padme, "You brought him here to kill me, didn't you?"
"She wanted to speak with you first," Obi-Wan tells him, "No one has to die."
Anakin continues to face Padme, "You've betrayed me! You brought him here to kill me!"
"No! Anakin. I swear ... We ..."
Anakin reaches out, and Padme grabs her throat as she starts to choke.
"Let her go!" Obi-Wan shouts, horrified as Padme struggles to breathe.
"What lies have you told her?"
"It's me you want! Face me and let her go!"
Anakin releases his grip on the unconscious Padme and she crumples to the ground, "You turned her against me."
"You have done that yourself."
"You will not take her from me," he throws off his cloak.
"Your anger and your lust for power have already done that," Obi-Wan flings 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 is near Padme. He places his hand on her.
"Don't lecture me, Obi-Wan. I see through the lies of the Jedi. I do not fear the darkside as you do. I have brought peace, justice, freedom, and security to my new Empire."
"Your new Empire?"
"Don't make me kill you."
"Anak-," Obi-Wan stops himself form saying the name, "... My allegiance is to the Republic ... to democracy."
"If you're not with me, you're my enemy."
"Then I'm afraid... I am your enemy," he ignites his lightsaber.
"And now you understand," Anakin ignites his lightsaber.