“You have to remember, this whole thing was written thirty years ago,” says Lucas of the original Star Wars story, which he wanted to reflect “how Caesar came to power” in a sci-fi setting. At the time, Nixon and the Vietnam war were deeply affecting the director, who had most recently completed American Grafitti. “A very powerful and technological superpower trying to take over a little country of peasants was big on my mind,” he says. “The fact that history does repeat itself is a little shocking.”       

Lucas wrote an epic with enough material to fill several films. According to prequels producer Rick McCallum, “When he sat down to write [IV-VI], he had to do the backstory for everything. I think he would have given anything to start with Episode I. But he was realistic enough to know that he had to pick [what] he thought was the easiest.” (Lucas, however, maintains that he always wanted to begin his saga in the middle, to enforce the idea that it was part of a serial, like the Saturday matinee films of the 1930s.)

After the original movies proved so successful that Lucas could do anything he wanted, and once he saw the FX technology catching up to his ideas, he turned to the prequels in 1994. “Even inside the company, there were people who said, ‘You’re going to start with how Darth Vader came to be Darth Vader, right?’ ” he recalls. “And I said, ‘No, that’s the third one. The first one’s about a ten-year-old boy.’ And they said, ‘Nobody will go for it.’ And I said, ‘The next one’s more of a love story.’ And they said, ‘Oh, we can’t do that; put more action in it.’ And I said, ‘Well, that’s not what it’s about. I’ve got to tell a story here.’

“The first trilogy is really the children’s story,” he adds. “And this one is about the father. So it’s about fathers and children, and how one generation has to clean up after the other. But ultimately, this one doesn’t have that same devil-may-care quality. The other [trilogy] is positive in the end. This isn’t like that. This is basically a Greek tragedy.”      

Three months after the release of Episode II, in August 2002, Lucas began writing the Episode III script in earnest. “The first two weren’t as big a problem,” he says, “but [in] this one, there was a lot of material that needed to be covered. I realized that I had run into the same problem in Episode IV, which is that I had enough material for about three films.” (Actually, Lucas admits it wasn’t quite enough for three films, so he had to “pad” the original trilogy. Which scenes exactly he won’t say, other than to gibe, “All the boring parts.”)    

Adamant about tying up the Star Wars saga with Episode III, Lucas committed himself to cutting. “It’s Anakin’s story, and so I said, ‘Anything that does not involve Anakin I have to get rid of.’ I had to kind of shove [material on Obi-Wan and Padmé and R2-D2] in sideways.”     

Writing is, according to McCallum, “an agonizing process for him.” Filling the gaps—and not just settling continuity issues such as why C-3PO doesn’t recognize his home planet of Tatooine in Episode IV (something that is resolved with “one line” of dialogue, says Lucas)—meant creating a bridge over the 22-year span between episodes II and IV. It meant plot points had to link up, as did character trajectories and thematic undertones. “Ultimately, I’m really making this trilogy under the assumption that people will see it I to VI,” Lucas says. “I thought it would be interesting to turn the movies people knew completely on their head, at least dramatically. And for them to realize the story is not about Luke, it’s actually about his father. In IV, people didn’t know whether Vader was a robot or a monster, or if there was anybody in there. This way, when you see him walk into the spaceship in Episode IV, you’re going to say, ‘Oh my God, that’s Anakin. The poor guy is still stuck in that suit.’ So the tension and the drama is completely reversed.” 

For Lucas, the question wasn’t what happens in Episode III, but how it happens. “There’s no surprise,” McCallum says. “This is as dead-on as the Titanic sinking.” (But for those readers who would prefer not to know how the boat goes down, please skip to the next break in the story.)  

Episode III begins with a space battle over the planet of Coruscant between the Jedi-led Republic and the Separatist droid army created by Count Dooku (Christopher Lee) and led by a new CG character, General Grievous. The Separatists have kidnapped Supreme Chancellor Palpatine (Ian McDiarmid), a.k.a. Darth Sidious, who is working in the shadows to win Anakin’s soul. Meanwhile, Padmé Amidala (Natalie Portman), seeing her husband, Anakin, for the first time in five months, confides to him that she’s pregnant. But the Dark Side is playing tricks on him, and he’s not exactly a happy papa-to-be. The tone of the film promises to be dark, but there have been hints of the sass that gave episodes IV through VI their spark. “For the final film, I studied Carrie Fisher’s performance, especially in Empire,” says Portman. “I tried to get more of the grooviness of those films and spunk into the role . . . and of course the lip gloss.” Lucas has peppered the Star Wars saga with repeated lines of dialogue (“I’ve got a bad feeling about this”), character traits (whiny Skywalkers), and events (Skywalkers losing appendages) that mirror each other. It’s a sort of poetry, he has said, and III will have plenty of it (look for a dramatic visual that recalls Luke’s most melancholy moment on Tatooine).      

Palpatine’s seduction of Anakin (Sidious is a member of the Sith, an ancient breakaway order of Jedi who maintain an affinity for the master-apprentice relationship) is marked by several tests. At one point, Anakin is drawn into a duel with Jedi Master Mace Windu (Samuel L. Jackson). “This is the moment that Anakin has to choose,” McCallum says. He errs in aligning himself with Palpatine, who has orchestrated a Jedi genocide. But Anakin’s fate isn’t truly sealed until a dramatic encounter with Padmé and Obi-Wan Kenobi (Ewan McGregor), his mentor. “Anakin confronts Obi-Wan,” Christensen says, “and there’s a huge sense of betrayal, a paranoia directed toward Padmé. These two comrades are saying, ‘How dare you go down the path that you have. There is no resolve, we have to settle this, mano a mano, and to the death.’ ”  

The grim result—Anakin/Vader’s walking black lung—is tempered by the birth of his twins, Luke and Leia. “The birth is almost at the very end of the movie,” Lucas says, indicating that despite III’s tragic spin, the movie will end with the message that “the kids will save the day.” Tying things up neatly in a bow, Lucas gave the final line of Episode III to the beloved character who speaks first in Episode IV.