What Star Wars Episodes II and III Should Have Been: Episode III

20:51 Sat 26 May 2007
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(This is a continuation from yesterday’s post about what Episode II’s plot should have been.)

The Republic is at war, and has been for two years as Anakin Skywalker, commanding the forces of the Republic, has forced Dooku’s Separatists to the outer fringes and destroyed many of their power bases. The Republic is on a war footing, and Senator Palpatine has consolidated his power, with Padmé Amidala’s moderate faction increadingly isolated in their attempts to curtail him.

Skywalker and Palpatine are on the command deck of a Star Destroyer. They are clearly allies, Palpatine running the political effort and Skywalker running the military operations. This particular military operation is anticipated as the final one of the war, with Anakin having cornered Dooku. He leads a fighter assault on Dooku’s forces in space, decimating them. Dooku’s flagship is crippled, and on the command deck Yoda and Obi-Wan tell Palpatine to cease the assault, that they will accept Dooku’s surrender. The Chancellor agrees, and they leave. After they do, Palpatine contacts Anakin to tell him that Dooku cannot be allowed to escape again, and that he knows what must be done before the Jedi arrive.

Anakin boards Dooku’s flagship and attacks him, while Dooku condescendingly claims he knows nothing of the Dark Side. However, Anakin has increased in power and skill since their last meeting, and after a long duel severs first Dooku’s hands and then his body. Yoda and Obi-Wan arrive shortly thereafter, and demand to know what happened. Anakin simply says that he has won the war.

En route back to Coruscant, Palpatine warns Anakin that dark forces are at work in the Republic, jealous of Anakin’s success and desirous of “cutting him down to size”. Palpatine claims that only through clever maneuverings and luck has he been able to keep Anakin’s forces supplied against the wishes of those who would rather grant Dooku his demands than see Palpatine and Anakin as successful leaders.

Amidala and Anakin argue over similar points, with Amidala claiming that Palpatine is warping the Senate out of recognition with his accumulation of power, and Anakin insisting that the war situation required centralized authority. He further insists that the Senate “don’t know what’s good for them” and are fundamentally weak, and that only his efforts—and, he reminds Padmé, their unauthorized intervention on Geonosis—have prevented Dooku from taking over the entire Republic. Padmé protests that the Republic has always been able to defend itself in the past without such concentration of power, but Anakin dismisses this by claiming that the older leaders of the Republic were more capable than the current breed of Senator. Furthermore, he claims that the war demonstrates that such a concentration of power works well, and that he doesn’t like the idea of returning power to the rest of the Senate.

On Coruscan, Palpatine and Anakin are greeted as heroes, and their popularity makes it difficult for opposing factions in the Senate to move against them. Palpatine tells Anakin that the Jedi know nothing of how to rule properly, and that there is another power in the galaxy that does. Anakin wants to know more, and Palpatine says that he will, soon.

Anakin and Obi-Wan meet for regular sparring, Obi-Wan still trying to train Anakin despite his having “temporarily” given up his apprenticeship in order to lead the war against Dooku. Anakin gets the better of Obi-Wan. Kenobi says that the Jedi Council are worried that some other threat is lurking, but that they don’t know what it is. He says he cannot tell Anakin anything further, but leaves unclear whether this is because he doesn’t know more or because he isn’t permit to share the information with Anakin. Anakin is upset that the Jedi have not brought him back, particularly in light of his achievements and the exceptional circumstances; it also becomes clear that he is extremely proud of having killed Dooku. Obi-Wan is concerned by his tone, and points out that Jedi training is a privilege that Anakin must be patient for. He then suggests another sparring session, and deliberately makes Anakin angry while they duel. This time, Kenobi is the clear winner of the duel. He warns Anakin that he must concentrate on calm and patience, and leaves to resume his own duties.

Padmé goes to the Jedi to try to ge them to accept Anakin again, convinced that a counterweight to Palpatine’s influence is required. They agree to bring him back, and Padmé brings him to the Council. But Anakin insists that he be brought back as a full Jedi, which the balk at, calling him arrogant and prideful. He accuses them of jealousy at his success and stature, and storms out. In a rage, he vents to Palpatine, who reveals that he has knowledge of Sith ways and power and can train Anakin. When Anakin asks how this is possible, Palpatine tells him that before any training begins they must act, because the Senate is about to attempt to remove many of the Chancellor’s powers. In order to prevent the Republic from falling into disarray, they must mobilize their own faction to make Palpatine permanent Chancellor, with Anakin as the Republic’s supreme military commander. With this arrangement, he tells Anakin, they can make the Republic into a vast empire—which appeals to Anakin. He tells Anakin to gather troops, but Anakin, glowing with pride, wants to see Padmé.

Padmé is in her chambers with R2-D2 and C-3PO, happily telling them that she’s sure that Anakin will be overjoyed that she’s pregnant. When he enters, she rushes to him to embrace him. He asks her if she’s heard already, and then explains to her that he is to be the Republic’s second-in-command behind Palpatine. She recoils at this arrangement, saying that Palpatine will be a dictator, and Anakin retorts that he’s a brilliant leader who’s saved the Republic. She tells Anakin that Palpatine cannot be trusted, and that she won’t let this distortion of the Republic occur, then summons the droids to her side and leaves. She goes to her allies and they prepare to try to expose Palpatine and prevent his takeover.

Anakin reports to Palpatine, who is angered by the exposure of his plans to Amidala. He tells Skywalker that he must prevent Padmé from mobilizing the Jedi Council. He also mentions that Padmé would be significantly safer under Anakin’s protection than anywhere else if an ugly conflict arises.

Meanwhile, Padmé has already contacted Obi-Wan, who arrives outside her apartments on an airspeeder. He tells her he has warned the Council and they must leave. She is reluctant to believe that Anakin is really siding with Palpatine, and Anakin enters the door of her apartment with troops. Kenobi asks him to come with them as a friend, and Anakin says he cannot. Kenobi grabs Amidala and jumps out the window onto the speedbike, zooming away. Anakin tells the troops not to fire, and says he’ll catch them himself. Outside, Kenobi swings around to the building’s landing pad and sees Anakin’s personal airspeeder next to the troop transport. As Anakin steps out onto the landing pad, Obi-Wan passes close to his airspeeder and cuts the front of it off with his lightsaber before disappearing into the distance.

Arriving at the Senate building, Anakin finds Palpatine’s guards unconscious, and rushes to the Chancellor’s office. There he finds Palpatine battling Mace Windu, guards and dead Jedi around the room. The battle swings back and forth, Sidious weaker with the lightsaber but able to bring his force lightning into play. Windu can block some of these with his saber, but cannot do this and press the attack against Sidious. Windu says “He is a Sith Lord! We must defeat him!” Sidious says “Aid me! With me you will know true power!”. Deciding, Anakin steps in and cuts off Windu’s saber hand. Palpatine disdainfully drops his own saber and blasts Mace out of the window to his death.

Palpatine tells Anakin that this was his first act as a Sith Lord, and that he is now Darth Vader. Anakin kneels to accept this title, and tells the Chancellor that unless they crush the Jedi immediately, they will encourage rebellion in many systems. Sidious nods and instructs Anakin to exterminate the Jedi in the Temple, and that as Chancellor he will take care of consolidating power.

Vader leaves for the Jedi Temple, where he and his troops kill everyone present.

Yoda, Obi-Wan Kenobi, and a number of other Jedi are already on their way off Coruscant with Amidala. Yoda is shaking his head, saying that he now senses a Sith Lord of great power, and that he must have been hidden among them for years. Amidala says, “the Chancellor”. None of the others disagrees. Amidala tells them to head for Naboo, where they will begin to accumulate forces to resist the takeover.

In the Senate, Palpatine, not bothering to hide his Sith powers, is acclaimed as Emperor, Vader at his side, clone troops next to every delegation. After the ceremony, the Emperor tells Vader that the Senate will remain but with vastly curtailed powers, that it’s better to have it as a distraction than to eliminate it. Vader shrugs at this, and says that he is certain that the Jedi will gather at Naboo, and asks for forces to attack them. The Emperor grants him as many as he wants, and Vader leaves.

On Naboo, Amidala is harried and overwhelmed while trying to coordinate the fight against the Emperor. Reports from other systems report military takeovers in the vast majority of them, with scattered resistance. Yoda and Obi-Wan tell her that they cannot stay, that they cannot afford to have all the remaining Jedi in one place, and that they must disperse as widely as possible. She protests, saying that they are fighting against the power of the Sith as well as the troops, and that without Jedi their disadvantage will be even greater. Yoda shakes his head and says that the Jedi ways must be preserved even if the war is lost, then walks away. Kenobi says that he must go to help Yoda, but that he will return to help Amidala and the resistance—and that other Jedi will choose to help also.

Shortly after they leave, Vader’s forces arrive in the Naboo system. Padmé is forced to flee, and her people and a main force leave, the stragglers and some of the new arrivals answering her call to resist are annihilated by incoming Star Destroyers. Vader is a fearsome pilot in this battle, singlehandedly wiping out fighter wings attempting to defend the retreating opposition. Amidala nevertheless manages to escape.

Reprising the opening of the film, we see Vader and Sidious together on the command deck of a Star Destroyer, looking over a system map. Vader says, “Velmor will be ours before a day passes” and leaves for his fighter—now a black modified Eta-2 prototype. After wreaking destruction on the fighters defending the planet, he returns to the Star Destroyer to join a troop transport heading for the surface. Landing in the midst of pitched combat, he notes the presence of a Jedi, and encounters Kit Fisto. After a long duel in which Vader’s intensity and athleticism are offset by Fisto’s superb swordsmanship, Vader distracts Fisto when they are close by using his Force choke, then decapitates him. He returns to the Emperor carrying the head.

In numerous other systems, Vader kills more Jedi and conquers more planets, his anger growing. The Emperor encourages him, and takes over more strategic decision-making as Vader concentrates on piloting and on hunting Jedi.

In an asteroid field, Obi-Wan Kenobi docks his ship with Padmé’s. Both are grim, the only bright note being Padmé’s now-obvious pregnancy. Kenobi tells her she should give up some responsibility for the resistance effort, but she says that she cannot, that it must be done. He reports that while he and Yoda have delivered many Jedi to hiding places, the Empire has been quite successful in hunting them. Padmé tells him that the resistance is in tatters, and that they too are hunted successfully. She says that their only hope is to negotiate, which Kenobi tells her is hopeless while the Sith are in power. Padmé tells him that she is leaving for Alderaan shortly, and that he will have to go the rest of the way to his rendezvous alone. He returns to his ship and appears to leave, but actually stows away in the hold.

His guess is good as Padmé goes not to Alderaan but to Mustafar, where Vader is taking command of the forces formerly controlled by the Separatist Council. He boards Padmé’s ship, where Kenobi listens in on their conversation. Vader immediately sees that she is pregnant, and that he didn’t know. She asks him if he will join her against Palpatine, and restore the Old Republic. He laughs and says no, that she will join him and he will kill Sidious, so that they will rule together, followed by their children. They argue, and Vader points out that Padmé cannot refuse, that she is his and will be by his side. At this point Obi-Wan emerges from his hiding spot and Vader accuses Padmé of betrayal, using his Force choke on her. And she collapses, Obi-Wan launches an attack to protect her, and is able to easily ward off the Force choke when Vader attempts it against him. Their duel explodes out of the ship onto the fiery landscape of Mustafar, with a furious Vader pushing a calm Kenobi across the rocks and lava streams. Obi-Wan asks him to leave the dark side, to renounce Palpatine, and Vader retorts, “so I can take orders from you again? Never!” and denounces the Jedi as weak fools, taunting Kenobi with the names of those he has killed. Obi-Wan is hard-pressed to defend against Vader’s rage, but manages to maneuver him so that Kenobi is on safe ground while Vader must make himself vulnerable to escape sinking into lava. Kenobi gives him a last chance to surrender, but he refuses and attacks despite the risk. Obi-Wan seizes the opening and cuts off Vader’s legs and left arm, then takes his lightsaber and leaves him for dead. He returns to Padmé and pilots her ship out of the system. Behind him, Vader tries to claw his way up the slope, somehow still alive.

Vader is rescued by Sidious, who brings him to Coruscant for treatment. Obi-Wan brings Padmé to Yoda and Bail Organa. She goes into labor and dies in childbirth, regaining consciousness only once to whisper that there is still good in Anakin. Her twins are delivered safely.

Her body is made to appear still-pregnant in death, and the existence of the children is kept secret. Leia is adopted by Bail Organa, and Luke is brought to Owen and Beru on Alderaan.

On Coruscant Vader awakes, a cyborg restored by Sidious. The Emperor sees him regain consciousness and tells him, “you have killed your wife and children, and now none shall oppose our rule.”

This was harder than I expected, and doesn’t quite meet my original thoughts. I think that I might have been wrong about being able to do the tale justice in two films. Specifically, I wanted to be able to cover the Clone Wars in more depth, and to have Anakin and Padmé as adversary-lovers on opposite sides, with a final confrontation in which each believed themselves to be betrayed by the other. But it just didn’t seem to fit into what felt like a relatively long movie already.

4 Responses to “What Star Wars Episodes II and III Should Have Been: Episode III”

  1. kevintel Says:

    Hmm, fear in you I sense!

  2. Jon W Says:

    Excellent job. I’m tempted to stop thinking about the movies I did see and start pretending I saw these movies. Much better.

  3. NorskeDiv Says:

    Movies – How the Star Wars Prequels could have been Masterpieces

    Padme as architect of the Empire

    A nice example of the prequels recut

    I just can’t get over it… it would have been masterful. Padme a duplicitous person of amazing proportions. Smiling and displaying kindness to the most wholesome people in the series, but really just a mask for a mind even more diabolical then that of Palpatine. She would see in Anakin a person who she can manipulate through grief and torment to the dark side. The smile she had upon first meeting Anakin would have been a smile perhaps reflecting subtle recognition of his potential. Padme is in fact the “apprentice” of Palpatine, but never plans to truly be subservient to him. Instead over time she develops plans to overthrow him and take Anakin as her trainee and lover (remember, she is a very good bit older than him). Palpatine still uses Anakin as a capable military commander after his initial engagement commanding the clone army*. But Palpatine doesn’t feel Anakin reliable enough and ultimately plans to dispose of him, of course, Padme has manipulated him into this planned course of action.

    You could even keep Jar-Jar binks in some capacity… the irony of the most well meaning person (and his people) being duped by the most evil would be amazing. I would even keep some of the stupid funny interactions they had… and then have his people slaughtered by the trade guild. She could even give a MacGuffin (some sort of thing the trade guild could “track” and would desperately want) to Jar Jar that he foolishly brings back to his city, which CAUSES the trade guild to attack his people (thus gaining even more sympathy in the Senate).

    I don’t plan to flesh out the details (don’t have the time). I love your idea of an Anakin thirsting for power – it also fits much more with my original understanding of the dark side. His conversion is completed when Palpatine gets wind of Padme’s plans, and desperately just barely out maneuvers her. The Jedi confront her and she is killed, however the unborn children are spirited away (with her body appearing to remain pregnant as you said). Anakin then hears first from Palpatine, who informs him that the Jedi have killed Padme. He kills Mace Windu who goes to talk to him, then goes to Palpatine who reveals he is a Sith Lord, and can grant him the training, Military and power he needs to revenge Padme (and his children’s) death.

    I also like this explanation, because it makes it understandable why the Emperor lacks imagination in Episodes 4, 5 and 6. He wasn’t the real genius of the empire’s foundation. Also, I might not have made this clear, but Palpatine in this is NOT elected Chancelor in Ep1, Padme is. He just serves as military commander so as to deflect suspicions of bloodthirstiness away from Padme.

    Any thoughts?? Either way, you plot as you wrote it up or perhaps mine is miles better than the Episodes as they were. They’re still worth watching, but they could have been so much more.

    *I loved the computer game Tie Fighter, where you were a Pilot for the empire. You got lots of neat medals, were powerful and had cool uniforms. So the touch you added in of Anakin getting a medal for his initial service is a very nice touch. It would be good to build on that, and have Anakin bask in the respect he is given as a commander. Perhaps Palpatine could even suggest to him that he wear a “proper uniform of the Republic” and have him leading troops in some scenes reminiscent of “Triumph des Willens” (aka. Quasi-Nazi stuff).

  4. NorskeDiv Says:


    Here’s a nice recutting into a preview format, gives you a good feel for the kind of atmosphere the movie would lend. Natalie Portman would play the role a bit differently, but she would have been well up to the challenge.

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