Plot: It is three years after the Battle of Geonosis. Chancellor Palpatine has been kidnapped by General Grevious, the evil commander of the droid army and renegade Jedi Count Dooku. Jedi Knight Obi-Wan Kenobi and his former apprentice Anakin Skywalker comes to the rescue and Anakin kills Count Dooku and frees Chancellor Palpatine, but General Grevious escapes. On Coruscant, Anakin learns his secret wife, Padme Amidala is pregnant and Anakin begins having horrible nightmares of Padme dying giving birth. The Jedi Council assigns Anakin to spy on Chancellor Palpatine, as Anakin is forming a close friendship with the politician. As Obi-Wan and a platoon of clone troopers are sent to the planet Utapau to destroy General Grevious and put an end to the war. Anakin learns Chancellor Palpatine is the mysterious Sith Lord Darth Sidious and is the mastermind behind the war, and he converts Anakin to the Dark Side and Anakin becomes the evil Sith Lord known as Darth Vader, believing the powers of the Dark Side will save Padme from death. With Anakin turned to the Dark Side, could this mean the fall of the Republic and the end of the Jedi Order?

Rating: PG-13 for sci-fi violence and some intense images

Directed By: George Lucas

Written By: George Lucas

Production: Lucasfilm

In Theaters: May 19, 2005

Box Office: $380,262,555 (USA)

Budget: $113,000,000 (estimated)

Runtime: 2 hr. 20 mins.


Obi-Wan Kenobi – Ewan McGregor
Padme – Natalie Portman
Anakin Skywalker – Hayden Christensen
Supreme Chancellor Palpatine – Ian McDiarmid
Mace Windu – Samuel L. Jackson
Senator Bail Organa – Jimmy Smits
Yoda (voice) – Frank Oz
C-3PO – Anthony Daniels
Count Dooku – Christopher Lee
Queen of Naboo – Keisha Castle-Hughes
Ki-Adi-Mundi / Nute Gunray – Silas Carson

Captain Typho – Jay Laga’aia
Tion Medon – Bruce Spence
Governor WilhuffTarkin – Wayne Pygram
Commander Cody – Temuera Morrison
Mas Amedda – David Bowers
Sio Bibble – Oliver Ford Davies
Jar Jar Binks – Ahmed Best
Captain Raymus Antilles – Rohan Nichol
Captain Colton – Jeremy Bulloch
Terr Taneel – Amanda Lucas
R2-D2 – Kenny Baker
Plo Koon – Matt Sloan
Chewbacca – Peter Mayhew
Queen of Alderaan – Rebecca Jackson Mendoza