Mace and his posse's entrance into the Chancellor's office is very Wild West, particularly with the way Master Windu has mastered the badass confident stride. Sam Jackson is great. The forceful, controlled way he places Palpatine under arrest is perfect, as is the very sinister reply, "Are you threatening me, Master Jedi?" And also perfect and earning lots of scary points is, "I am the Senate!" "Not. Yet." Palpatine's attack is frightening, largely because it is so unexpected. Agen, Saesee, and Kit go out very quickly. I think they originally lasted longer but the fight needed to be cut down.

The death of Mace Windu. Poor Mace is so sure he can win, right up to the very end: "You are under arrest, my lord. The Sith will never return. You have lost." And, of course, Palpatine is only playing with him, and with Anakin. With his sad, pathetic, "I'm just an old man, help me!" crap. The man is so evil. The Force lightning to the face is a cool explanation for the Emperor's fugliness. And now, when we see him in the originals, we can be like, "That is a souvenir from Master Mace Windu-- bitch!" I have mixed feelings about a few of Palpy's cornier lines in this portion. I think your opinion of them really depends on what kind of mood you're in. They are, "No, no, no, you have lost!" and "Power! Unlimited power!" The first time I saw the movie, I thought they were excellently scary. Second and third times I thought they were silly. Fourth and fifth times I was back to scary. Go figure. Anyway, when Ani cuts in with, "No. You can't."-- that was pretty chilling, because he sounds so calm. And then his protests realistically progress from, "He must stand trial," to, "I need him!" And in one instant he strikes and suddenly Mace is looking at his severed hand like he can't f***ing believe this, and then that asshole Palpatine blasts him into the night. And the minute he did, I thought, I knew it. He had the power to do it the whole time. Evil ass.

Poor Anakin has passed the point of no return, and he knows it. He looks so lost, so destroyed, but so strangely determined. And for some reason Palpatine just stands up with his face all burninated and electrocuted and everything and his voice is messed up for some reason, but aside from the cosmetic inconvenience he's apparently just fine. O...kay. Anakin, having gone this far, will follow through. He pledges himself to Sidious and is recreated Darth Vader. And with that, he doesn't seem lost anymore. Oh, and by the way, Palpy doesn't really know how to save Padmé. Ass.

The Temple massacre. I'm sobbing pretty much from this point on. The Jedi Temple is not only a symbol of a great Order of peacekeepers that has stood for twenty-five thousand years of hopes and struggles. It is a place where innocent, unsuspecting people have worked, played, studied, and lived. Where they are even now sleeping, dreaming peacefully. Striding purposefully into this sacred place with evil in his heart is one dark figure. Behind him marches row upon row of armored soldiers, boots falling in perfect time.

The Council Chamber. Vader enters, and little figures pop up from behind the chairs, moving in and out of the soft light. As one, the audience softly murmurs, "Oh hell no." One little boy, five or six years old, approaches Vader, absolute trust on his face. "Master Skywalker, there are too many of them! What are we going to do?" And Vader, scarcely moving, ignites his lightsaber. The boy starts, confusion and fear edging onto his expression. And oh, man, I'm so glad I knew that was going to happen, or I would have just lost it. Those poor, innocent little babies!

Order 66. Ki-Adi-Mundi calls out to his troops to follow him, but they stop and aim. Ki-Adi has no time for more than a moment of confusion before he is overcome. Aayla Secura has not even that. They just shoot the crap out of her. She falls and they're still shooting. Stass Allie is on a swoop bike when the two troops flanking her pull back, and all we see is the wreckage. Plo Koon is in a starfighter. Order 66 is ultimate betrayal. Every single one of these Jedi is betrayed and murdered. The whole sequence is beautifully, artfully shot.

Obi-Wan escapes because of luck... and Boga. Resquiescat in pace, Boga. Yoda escapes because of awesome. His execution of the clone troopers is absolutely cheer-worthy. His climbing onto Chewbacca's shoulder is adorable.

The Temple is desecrated. That peaceful place is filled with violence. It's like the desecration of a church, in a way. Every Jedi, from the most ancient Masters to the youngest Padawans, is killed. It is indescribably sad. From 500 Republica, Padmé sees the Temple burning. Anakin is there-- he could be dead. He could have had something to do with its beginning. The Republic is falling. And Padmé Amidala weeps.

Bail Organa goes to investigate. I love Bail. I love how he demands to know what's going on and doesn't go away until they threaten him. And then out leaps Zett Jukassa, a.k.a. Jett Lucas, making a desperate try for freedom, holding his ground better than many of his elders. And that's when Bail decides to act. Hi, Tantive IV! Hi, Captain Antilles! We heart our OT stuff!

Anakin and Padmé's last scene on the veranda is heartwrenching. They opening shot, with her running to him across the veranda, is gorgeous. Plus, the light blue nightgown is one of my favorite Ep. III costumes. I wasn't really thinking about it the first time, but the second time I was so mad at Anakin-- Don't you dare touch your pregnant wife with those hands that just killed babies! But his last words to her are laced with extra meaning, and I love it-- "Wait for me." Last kiss. Wait for me. She'll wait a long time.

Oh, poor Obi-Wan. I want to hug him. And poor Yoda. I want to hug him, too. Their infiltration of the Temple is so unabashedly violent-- even the passive Yoda Force-throws a lightsaber. There was considerable debate, I hear, about whether or not to leave that in, but in the end I think it shows how mad Yoda is about the fall of his Order and the murder of his friends.

The interior of the Temple, once so beautiful, now littered with debris and bodies and utterly silent. The bodies... so sad. And Yoda and Obi-Wan are so grief-stricken. Even Yoda's about to lose it. (There are several points in this movie when, following Lucas's cue, I find myself thinking, "Oh my goodness, Yoda's acting!") And then, in the control room, Obi-Wan's look of utter horror and disbelief, his begging not to be made to kill Anakin... Ewan, you are fabulous.

The Senate scene is everything I'd imagined it to be. Palpatine is scary, declaring an Empire in the name of security and justice and peace. And being met with cheers. It's so scary because it's so real. And Padmé gets her best line of the prequel trilogy-- a contender for best line of the prequels, period: "So this is how liberty dies. With thunderous applause." Her delivery is perfect.

Obi-Wan and Padmé at the apartment. This scene is quite well-done-- Obi-Wan's shaky determination and Padmé's absolute refusal to believe. She refuses to believe because she must. "I don't believe you. I can't." The worst for her comes when disbelief begins to fall away. When she can't stand anymore, or speak. I guess Obi-Wan finally realizes she's pregnant because she's wearing something not exactly designed to hide it because she just doesn't care at this point. Anyway, the one part of the movie that made me sort of disapprove of Obi-Wan was, "Anakin is the father, isn't he? I'm so sorry." I was kind of like, "Well, thanks... Ass."

Yoda vs. Sidious. Yoda taking out the clone troopers was awesome. Yoda taking out the red guards is even more awesome. That makes me, and the audience, go, "Yeah!" every time. It never gets old. It is also cool when Sidious calls Yoda "my little green friend" because, as someone or other pointed out, this is the first time anyone acknowledges that Yoda is green, and he's using it as an insult. Xenophobic ass. The fight itself is so intense; it is really "light against dark, winner take all," as the novel puts it. I can't tell you how much I love that the majority of it took place in the Senate arena itself. So symbolic, so indicative of utter anarchy, and so amazing-looking. And poor Yoda! I like that it explains why he has no lightsaber in the original trilogy, and I was so sad for Master Yoda when he lost his grip on that Senate pod and fell. "Failed, I have." This movie really helps the audience's understanding of who Yoda perceives himself to be, and what kind of character he is. This is another part where I wanted to hug him.

Mustafar. AniVader's entrance into the Separatist bunker is so ominous, and so very Vader. With the little mouse droids scurrying out of his way. This is how good this movie is: For a second there, I actually felt bad for Nute Gunray. I was very pleased about his demise in this movie, and looking forward to seeing it because I loathe the Trade Federation Viceroy. I was also enjoying the irony of the fact that he meets his end before the woman he had sought to kill with such a passion. But when he's begging Anakin, saying, "Lord Sidious promised us peace..." I actually did feel sorry for him. Dammit. Because in the end, he's just another of Sidious's pawns. And when it's over, he's just standing there, just Anakin and the demons he's fought and the things he has done. One single tear. And that's enough to show that a part of him hates what he has become.

Padmé's arrival is heartbreaking. This is where she gets some of her worst lines but for some reason, in context and with the help of Miss Portman, they work. I was afraid there would be laughter when she says, "Anakin, you're breaking my heart!" but nobody was even tempted to laugh. The line that did kind of want to make me laugh here is, "Love can't save you. Only my new powers can do that." Because, come on, that's a horrible line. You expect him to pull out a wand or something. Maybe wave his fingers around a little. Pull something out of a hat. But I digress. Padmé's desperate pleading with him as Anakin slowly reveals how evil he has become, how crazed, is quite good. It felt like somebody had hit me when she comes out with, "Come away with me. Leave everything behind. Help me raise our child." That's why this is a tragedy. There are so many places where he could turn back. And the fact that she breaks down and openly begs him to do so... that's a great moment, is all. And then Anakin comes out with, "You and I can rule the galaxy! Make things the way we want them to be!" And I finally understand where AniVader's desire to rule the galaxy comes from-- how he makes the leap from saving Padmé to galactic domination. It's the same old thing-- he doesn't want things to change. He wants to control them. He wants to be able to make things the way he wants them to be. And I cannot tell you how proud and glad I am that Padmé turns him down. Cold. She loves him, but she cannot change who she is. She cannot pretend this is all right. "I don't know you anymore. Anakin-- you're breaking my heart! You're going down a path I can't follow!" That's the line that always gets me. You're going down a path I can't follow. It just conveys how much she loves him but finally realizes that he is gone. "Because of Obi-Wan?" Dumbass. "Because of what you've done! What you plan to do!" And she is choking back tears, and this, this is the part where the emotion comes through strongest-- when she's barely holding it together, hardly coherent anymore, just sobbing, "Stop! Stop now! Come back-- I love you!" And the part where it turns frightening is when his only answer is "Liar!"

Because Obi-Wan has arrived, in a very cool, showdown-type shot. "You brought him here to kill me!" The choking of Padmé is surprisingly understated. I mean, I'd read that it was, and then I saw it was like, "Wow. That is understated." Although it didn't seem to be so much upon subsequent viewings. It seems like the entire scene is holding its breath, actually, in that moment. And the fact that there is no dramatic crescendo or anything sort of says that this isn't a big character leap anymore. This is the dark side, and this is simply where it leads. And when she falls, the dialogue between Anakin and Obi-Wan is perfect. Anakin, in a perfect look-what-you-made-me-do tone says, "You turned her against me!" Blaming Obi-Wan for his outburst of violence against the woman he loves. And Obi-Wan's absolutely correct answer? "You have done that yourself." Anakin's shouting sounds wild, almost feral. "You will not take her from me!" "Your greed and your lust for power have already done that." Obi talks about how when you fight monsters you should take care not to become a monster. "Don't lecture me, Obi-Wan. I see through the lies of the Jedi. I don't fear the dark side as you do." When Obi-Wan says "Anakin, my allegiance is to the Republic, to democracy!" it does sound a little bit like preaching, but for Obi-Wan I'll allow it. I just couldn't help imagining the audiences in, say, China or wherever sitting there going, "...".

The Duel. From beginning to end, so intense and emotional. I can't really dissect it or anything, but I will say that I thought Anakin's flip into the beginning is particularly awesome. And of course the whole thing is a standoff, represented perfectly in the way they each try to Force-push each other at once. One taught the other everything he knows. The whole thing is so fast, like a violent ballet, I think I've heard it described, and they didn't artificially speed it up or use stunt people or anything. How incredible is that? Ewan and Hayden rock this duel.

Finally, Anakin's arrogance is his downfall. He slides down the sand with an organic limb count of zero, and Obi-Wan is overcome. This is his best moment, as he shouts at him with grief and betrayal and anger, "You were the Chosen One! It was said that you would destroy the Sith, not join them! Bring balance to the Force... not leave it in darkness!" And Anakin, in that same primal scream, can only manage, "I hate you!" And wow, they just don't do a single thing to pretty up that shot. It's gross. And this is another line that gets me every time: "You were my brother, Anakin. I loved you." That just sums up Obi-Wan in two sentences. He doesn't respond with "I hate you too" or a lecture about the dark side or "Die, Sith bastard." He says, "You were my brother. I loved you." And he is betrayed. They betrayed each other, and they'll have to live with that now. Anakin catches on fire, and ewwwwwww! Surprisingly graphic, especially for Star Wars. Welcome to the Land of PG-13, everyone! Obi-Wan looks away. He still can't kill him. He will leave it to the will of the Force. Exhausted, he picks up Anakin's lightsaber and walks away.

Sidious lands, conveniently right next to the spot where AniVader is still smoldering. He hurries on over and touches Anakin on the forehead in an almost tender way that makes me think the man actually does, in some twisted way, care about Anakin. True, touching the burninated guy isn't going to help him much. But it succeeds in being reminiscent of the way Obi-Wan touches Luke after the Tusken attack in A New Hope, and also reflects the next scene between Padmé and Obi-Wan:

On the ship, injured Padmé asks, "Obi-Wan... is Anakin all right?" And, you know, I totally called that, but it still got to me because it is just as I imagined it would be. Obi-Wan doesn't know how to tell her. He goes to the cockpit of the ship and there is this great silent moment of him putting his head in his hands, and it's clear he's thinking something along the lines of, "Worst. Day. Ever." This begins a sequence of parallels between Anakin's arrival on Coruscant and Padmé's on Polis Massa. The striking thing about this is the greatly symbolic way in which Anakin is brought into his medical facility on a machine, a cold metal stretcher (in the rain-- I'm sure that was a good idea, leaving the severely injured man exposed to the rain), and Padmé is carried in the human arms of Obi-Wan Kenobi. Bail Organa meets them, takes one look at unconscious Padmé and directs them to the medical facility. I have to wonder if Bail Organa knew she was pregnant before this point, or if it was just a big surprise when they got there, a nice "WTF?" moment for Bail. "Holy crap! Uh... take her to the medical facility?" And then Anakin and Padmé are both lying on their separate beds, both on the brink of death. And while the dark seeks to hold on, the light lets go.

Obi-Wan, Bail, and Yoda await word on Padmé's condition. A droid comes out and tells them that she's dying and they can't explain why. Her three friends are in shock. The droid just has to go and add, "She's lost the will to live." Stupid droid. I'm going to go ahead and get this out of the way-- I hate the Polis Massan medical droids. All of them. With their stupid pseudo-soothing voices and their acting like they know so much stuff. Grrr. They just rub me the wrong way. And, anyway, I have a different explanation for Padmé's death, one that makes some amount of sense. I won't put the whole argument here, because that's not the point of this; the abbreviated version will suffice. It is a recurring theme in Star Wars, one confirmed by George Lucas himself, that droids can collect and analyze data, but that is not the same as knowledge, or wisdom, I suppose. They have no emotional or intuitive grasp of situations. They are not human and have difficulty understanding humans, even when they have all of the correct data. I don't think Padmé loses the will to live. She loves her children and I think would certainly go on living if she thought it would benefit them. But I think, in this case, she sees that it would not. She sacrifices her life for them, so that they can have a chance at life. I have evidence and everything. Just you wait. Ahem. So, the droid says, "We must work quickly if we are to save the babies." And Bail is like, "Uh... excuse me... babies?" This can be read one of two ways: First, he is surprised about the plural here, because for some reason nobody knew there were twins. (I think this may be a droid's fault also, but I digress.) Second, maybe it is only now that the incredibly unobservant Senator Organa realizes that Padmé is pregnant. Well... he hadn't noticed anything for the past five to seven months, now, had he? It's not like he wins the Most Astute Senator award. The droid explains that "She's carrying twins," and everybody's like, "Damn," because she does not look pregnant enough for that.

I make light, but really this scene had me in quite a lot of tears from the very beginning with Padmé screaming and crying. Luke is born. (Even pretending like Padmé looked pregnant enough, I don't see how she could have been more than seven months along at the most. And yet her twin babies are both perfectly healthy and nobody acts like they're premature at all. Ah, cinema. Or the Force. Or something.) Padmé gasps out his name, and then he is handed to Obi-Wan, who brings him close to her. She is not strong enough to hold him; she can only reach out and, so tenderly, touch his forehead. "Oh, Luke..." And so much is said in just that gesture and those words: You're perfect. I love you. I'm sorry. And with that touch it is like she is bequeathing her love and her belief in Anakin to Luke. It is her legacy to him, even though he won't remember her. Getting into character, Luke whines a little bit. Padmé is wracked by pain again, and damn I hate that droid! It keeps saying something in that stupid voice in some alien word that probably means "push," and if Padmé were stronger, at this point I imagine she would throw the droid into the wall shouting, "Shut the goddamn hell up!" I know I would. "Stupid droid, you have no way of ever knowing how much this f***ing hurts!" I actually didn't notice it so much on first viewing, but second it drove me crazy. By the third time I was about ready to yell, "Stupid droid, she is trying!" Leia is born. Padmé names her, though she can't even reach far enough to touch her daughter. She can only look at her with love, as little Leia looks down on her mother with wide eyes. She actually stops crying sooner than Luke did. This is the memory of Padmé she will carry with her all of her life. "Very beautiful... kind... but sad." She can remember because the Force sometimes preserves infant memories. I am fairly sure of this because of a few throwaway lines in the novel.

As Padmé cries out on the birthing table, Anakin cries out in the Coruscant MedCenter. Slowly, the helmet of Darth Vader is lowered and his eyes go wide with fear and confusion. He really looks like he's out of it and won't remember this when he wakes up again. But the look on his face before it is enclosed in its mask forever is truly haunting, partly because it is so human and he seems so vulnerable in that moment. Then the mask is sealed in place, and the tension builds because we know what's coming. They make us wait for it, though. They draw out that instant pretty much as long as they possibly can, and so when we finally hear the respirator click, it is all the sweeter. Darth Vader's first breath made me shiver, along with a significant part of the rest of the audience, I think. It's just the kind of moment that makes you go, "Ooooh..."

Vader's first breaths are very carefully paralleled with the first breaths of Luke and Leia, as well as Padmé's last. Her last words are, "Obi-Wan... there is good in him. I know... there is... still..." Perfect. The perfect final words from Padmé Amidala. He has killed her, and she still believes that he is good and can be saved. And her son will save him; he will use the very same words: "There is still good in him." Obi-Wan looks from Padmé's still form to Luke, who begins to cry again-- which is a nice touch-- and seems to think, "Well... what now?"

The next scene answers the question. Obi-Wan, Yoda, and Bail are seated in the conference room of the Tantive IV, solemn and silent. The children should be split up. Bail jumps in and offers to take the girl. His eagerness is kind of funny-- Dude, it's Padmé's baby, not her ottoman or something. Obi-Wan volunteers to take Luke to his family on Tatooine, and to watch over him. Well... that was easy. Yoda stops Obi-Wan and tells him about Qui-Gon teaching them how to communicate from "the netherworld of the Force." Done this way, it does seem sort of like an afterthought, and rushed. It would have made much more sense if they'd had the scene with Liam, but for one reason or another, it's not there. Oh, well. I'll take it. The part where Bail tells Captain Antilles to "have the protocol droid's mind wiped," is supposed to seem like an afterthought, because for Bail, it is. Threepio is just a droid to Bail, he's like a piece of furniture with the unfortunate ability to speak. That's the mindset of the Star Wars universe. It's like he's telling the Captain to make a grocery list, do the dishes, have the protocol droid's mind wiped. Done that way, it's very cool. So we see Threepio and Artoo side by side in the corridors of the Tantive IV, the same place where we will next encounter them. Threepio gets the first line of A New Hope and almost the last one of this. Artoo remembers everything. Squee! Years ago, I said to myself, Wouldn't it be cool if Artoo didn't have his memory wiped? And you know what? He didn't! The whole concept is so cool I can't even tell you. It adds something new to the whole original trilogy.

Vader is raised up on his table, and the first thing he does is ask for Padmé. Those are the first words Vader (as we know him from the originals) ever speaks. And it seems very, very strange to hear Darth Vader's James Earl Jones voice saying, "Padmé? Are you here? Are you all right?" It kind if gave me a moment of "Uh... huh. Weird. But... okay." Because it is very interesting that the first words of this being who is supposedly "more machine than man" are so very human. Palpatine, that enormous ass, tells him in that fake I'm-so-sorry voice he's so good at, that he killed her. And it is very cool when he starts crushing everything with the Force and the droids go squish and everything is rocking around. Then he does his Frankenstein thing, which is where it starts to get a little... um... extreme. Then he goes, "NOOOOOOO!" and I didn't really want to laugh, but I did have to very firmly tell myself, "This is a serious moment. Very serious. He is devastated. He killed her. It's horrible, and very, very serious." On more recent viewings, I just think "This is how it feels to be Anakin Skywalker forever" and that does the trick.

Padmé's funeral on Naboo. Gorgeous. The establishing shot shows us the streets of Theed lined with throngs of people holding lights and candles, all there to say goodbye to their beloved Amidala, savior of her people. Padmé is beautiful dead. So pale, and the dress and the hair are perfect and lovely, and she's holding the japor snippet, which is just so great. It does look like she's drowning. The whole thing says, very plainly, "tragedy." It's evokes the Lady of Shalott, Ophelia, Snow White... I just can't say enough. And, of course, she still has to look pregnant, so that Palpatine and Vader will think the baby's also dead. They stopped Natalie Portman's pulse using computers in post, so she does look very seriously dead. Her funeral procession is also so beautifully sad. I remember recognizing her parents and instantly thinking, "Wow, they look like hell." And that, I think, made me cry harder. Poor Ruwee and Jobal. We don't really see Sola or Ryoo (shame), but there is a lovely close-up of seven-year-old Pooja, who looks so solemn and sad. Aw, Pooja! We also see Queen Apailana and Sio Bibble, grieving but still having to be strong. Jar Jar is there, sad. And Boss Nass! Boss Nass is in the funeral procession of "Queen Amidoll" who united the Naboo and Gungans. His face droops with sadness; there is nothing of the jolly Boss we saw in Episode I. It is such a beautiful funeral scene.

Vader, Palpatine, and Grand Moff Tarkin survey the beginnings of the construction of the Death Star. Earlier I said that Tarkin in this scene is CGI, but that is actually not the case. Tarkin is played by a man named Wayne Pygram, who was evidently born to play young Tarkin for five seconds. I mean-- Gah! It's freaky!

We go from the infancy of the Death Star to the beautiful planet it will one day destroy. Alderaan is pretty! Bail Organa brings baby Leia (so cute!) to his lovely wife, Breha. Leia's theme plays. They sit there on the balcony and hold her, and baby Leia has such beautiful wide brown eyes. She looks, appropriately enough, like she's taking in everything.

Tatooine. This lighting of this scene is wonderful. It makes everything look so soft, somehow. Obi-Wan rides up on an eopie, holding baby Luke in his arms. Beru approaches, beaming, and takes Luke. The music right here is purposely reminiscent of the Harry Potter music. Aw, baby Luke is so cute! And asleep. There are no words exchanged between Obi-Wan and Beru, so I'm assuming they had contact earlier. Because otherwise... ah-buh. "Here. Baby." "Gee, thanks. I bet his name's Luke. Look, Owen!" "What the hell?" Obi-Wan watches Beru go toward Owen and, appearing sad but hopeful, turns away and rides off into the desert. Beru shows Luke to Owen, who looks kind of like, "So... what do we do with it?" (sigh) I have a bad feeling about this." Then all three, now a family, watch the twin sunset in an absolutely perfect echo of Luke's binary sunset scene in A New Hope, right down to the music. It is so appropriate, so beautiful, and there really could not be a better way to end this movie or this trilogy. No better way to lead into the next trilogy. Iris out. Credits. I wipe tears away and applaud.

Thank you, George. It's been lovely.