Somebody at work has the entire break down of the plot of the movie. It pretty much confirms all the info I have read on theforce.net. It looks like this movie will be for the prequal, what Empire was to the originals. Enjoy!!
Episode III opens three years after the events of Attack of the Clones with a huge space battle above the planet Coruscant between Republic and Separatist forces. It is learned during the opening scroll that due to the sheer strength and number of the Clonetroopers, The Republic continues to gain ground against the Confederacy. Therefore the Separatists under control of their leader "Count Dooku" have kidnapped Chancellor Palpatine to set the victory of the war to their hands.
Anakin and Obi Wan are flying new Jedi Starfighters. During the space battle, the Separatists release little attack droids. Several of these droids attach themselves to Obi Wan Kenobi's Starfighter and begin tearing into panels and wiring. Despite Kenobi's insistence that he can handle this situation himself, Anakin Skywalker (his former Padawan, now a Jedi Knight) comes flying over shooting the little droids off. He also uses his ship's wings and body to help sc**** the parasitic droids off Kenobi's craft. Following this, Obi Wan Kenobi and Anakin Skywalker board the Federation Cruiser that is holding Palpatine.
Anakin and Obi Wan make their way through the ship battling battle droids and eventually work through a tank of liquid fuel to reach their objective. Obi-Wan battles the leader of the droid army General Grievous and his henchmen while Anakin attempts to rescue Palpatine. Anakin is told to take Dooku alive but when he encounters Dooku, he is eager to show how much he has grown since he lost his arm to Dooku in their last battle. Anakin kills Dooku and manages to keep the ship stable enough to conduct a **** yet safe landing on Coruscant. During this, Grievous has managed to escape the ship to regroup with the forces.
The end of the battle sees the Chancellor now safe and the Separatists without a leader. Kenobi and Skywalker are seen as war heroes. Palpatine is then taken by Mas Amedda and the Royal Guards to the Senate in a huge ship. The Chancellor and company are greeted by senators and Jedi. The planet has the feeling of a police state as the senators are escorted by Clonetroopers for their security.
The Jedi council is brought together for an urgent meeting. Plo Koon and Ki-Adi-Mundi are off on missions on other planets and are therefore present through holographic projections. The goal of the meeting is to end the threat of the Separatists once and for all. Obi-Wan is given the mission to hunt down and destroy General Grievous. At the same time, Darth Sidious orders Grievous to continue his Jedi hunting and to start with Obi-Wan Kenobi. Yoda will travel to Kashyyyk, and Mace Windu will stay behind to protect Coruscant.
Anakin, who is not given a new mission and therefore is disappointed and angry, is invited by Chancellor Palpatine to take on the role of being his Security Escort. Skywalker accepts the role and states, "It will be an honour to serve you".
Anakin and Padmé finally see each other again in her apartment. Anakin tells her about the Clone Wars. As Padmé undresses Anakin's upper body, she sees the scars and wounds left behind by the War. For a moment Padmé hesitates. Slowly, after some detours she tells him she is pregnant. Just she, her handmaidens and now her secret Jedi husband know. Anakin tells Padmé of his new task as Palpatine's bodyguard. She is not happy about it, but she does not let the news spoil the moment.
It is said that the Clone Troopers have an imbedded code that places them under the control of Palpatine and as such they turn on their Jedi Generals and begin the purge. This is hard for Obi-Wan as he is **** to kill a trooper he had bonded with over the course of the campaigns.
Senator Bail Organa holds a meeting with the Loyalist Committee in Padme's apartment. They discuss further Palpatine's promise to give up his emergency powers at the end of the war. While they discuss matters, C-3PO serves the loyalists drinks. It is concluded they want him to now fulfil this promise. Not long after the meeting, Padme leaves Coruscant to head back to Naboo.
The Separatists are now failing further after having being chased by the Jedi and the Clonetroopers on the many different planets they have been sent to. The remaining key members retreat to Mustafar, a lava planet, which serves as the secret headquarters of the Separatists that also holds further droid foundries.
The Republic Force, which will eventually become the Imperial Navy, has been established by this point, and humanoids from all over the galaxy are recruited. The Navy acts as a supplement to the Imperial Military composed of Clonetroopers/Stormtroopers.
In several scenes while Anakin is by Palpatine's side, the Chancellor implies many things to the Jedi that will build up to Skywalker's eventual decision to stand by Palpatine for good - one such implication is Palpatine suggestively referring to ways of cheating death.
Palpatine attends festivities at a theatre where there is a bombing. Several senators are killed in the attack. Anakin protects the Chancellor and takes him back to his office chambers - where Mace Windu is waiting for them.
Mace Windu suspects that Palpatine is a Sith Lord. Accompanied by Kit Fisto, he confronts Palpatine about the issue in his office. Palpatine reveals himself as Darth Sidious, and what ensues is a large battle that begins in the Chancellor's office and moves onto a ship.
At one point during the confrontation, Windu deflects Palpatine's force lightning with his lightsaber. Skywalker observes as witness and as the Chancellor's bodyguard to the battle for a moment as Palpatine calls that "The Jedi are corrupt" and that "they had kept you from reaching your full potential" to him. He must decide where his loyalties lie - to the Jedi Order, or to the Chancellor who he is to protect. During the confrontation, Fisto dies at the hands of Palpatine.
Anakin steps into the fight and initially appears as though he will help Windu. In actual fact, Skywalker has made a different decision and steps into the battle where he begins to duel with Windu. Following this, he cuts further at Windu, severing his arm and finally delivering the final cut. Anakin kills Mace Windu with ease - there is almost no duel between them - Anakin is too quick for him. The other Jedi have also been destroyed.
Palpatine explains to Anakin that the Jedi are now not to be trusted. The leader of the Separatists was a Jedi and Palpatine has now been betrayed and attacked by a leading member of the Jedi Council. Therefore, they have turned on the Republic and must be destroyed. He explains his intentions to Anakin, and that it is now time for a new order - an Empire. He also reveals his Sith identity to Anakin and explains that only by embracing the dark side can he reach his full capability and potential.
Palpatine also tempts Anakin by mentioning that he knows of ways to cheat death, and indicates that Qui-Gon Jinn was the first Jedi to take advantage of this death-cheating ability. He makes comparisons between Jinn and Skywalker also. Skywalker makes his commitment to his "new master". Palpatine then orders the Clonetroopers to take action on their Jedi Generals, while Anakin is ordered to take care of what's left of the Jedi on Coruscant.
Kenobi and his Clonetroopers have tracked Grievous to the planet Utapau. The group are attacked by Grievous' droids on a high rising cliff. The droids are destroyed by the Clonetroopers. A short lightsaber battle happens between Kenobi and Grievous. However, Grievous attempts to escape on a mechanical vehicle, while Kenobi chases him by riding on a large lizard-like creature, which is able to scale walls and even walk upside down. The chase is fruitless - Grievous escapes.
In the next Senate hearing, the Loyalist committee make their demands for Palpatine drop his emergency powers. Palpatine refuses and then convinces most of the Senate (with the exception of the Loyalists), and indeed almost the entire Republic, that the Jedi are useless and have turned on the Republic they once served. The Jedi have already begun to come under fire and harsh criticism from The Republic for which they stand for, and the leader of the Separatists was a former Jedi - the "attack" on Palpatine that was "thwarted by his loyal bodyguard Anakin" is the final straw. Palpatine calls for a New Order, and at the support of the Senate, he declares himself Emperor. The Empire is born.
The Loyalists strenuously disagree with Palpatine's moves. This group, which includes Mon Mothma, Bail Organa, Garm Bel Iblis and Ackbar among others, form the Alliance to Restore the Republic. The Rebel Alliance is born. Aware of Palpatine's orders, Bail Organa makes plans to warn the Jedi of the danger they are in. As he boards a speeder to take off to send word to the Jedi, he is fired upon by Clonetroopers. After ducking behind the red speeder to avoid the blasts, he escapes to the skies of Coruscant.
At this point the Loyalist Alliance are aware that if they are to disagree with Palpatine, their lives could be at risk - as highlighted by the attempt on Organa's life. They leave Coruscant for their own safety.
The Clonetroopers turn on their Jedi Generals as per Palpatine's orders. The Clonetroopers, as promised by the Kaminoans, are totally obedient, especially with them made with genetic data that enables the Emperor to take complete control of them when needed.
Yoda with Chewbacca and other Wookiees at his side make quick work of hundreds of Clonetroopers on Kashyyyk while on other planets many Jedi Generals like Ki-Adi Mundi and Plo Koon are killed by their Clonetroopers.
Meanwhile, on the planet where Kenobi is located, the Clonetroopers receive their orders to turn on the Jedi. One particular trooper has developed a friendship with Kenobi, after having fought in many Clone Wars battles together. The Clonetrooper commander picks up Obi-Wan's lightsaber, which had been dropped on the ground. With helmet off, the trooper's face becomes expressionless and he raises his blaster at Kenobi. Obi-Wan then must take the life of the Clonetrooper to save his own, a symbolic scene that ends the relationship the two had developed over the course of the war.
Kenobi then flees to the planet's local inhabitants, a bird-like race. The leader of this peaceful race welcomes Kenobi and promises to help. The Leader makes arrangements to help Obi-Wan safely and secretly make his way to Coruscant.
Anakin, along with a squad of Clonetroopers, infiltrates the Jedi Temple and destroys all of the Jedi who are there - Masters, Knights, Padawans and even Younglings.
Palpatine informs Skywalker that the Separatists have retreated to Mustafar and that he is to go there and finish them off.
Yoda and Kenobi return to Coruscant after Anakin departs for Mustafar, where they discover some surveillance hologram of Anakin slaughtering the Jedi in the temple. Both agree that he must be stopped. Kenobi decides to track down his old apprentice, while Yoda remains on Coruscant to discern what is to be done about Palpatine.
Upon returning to the Jedi Temple, Yoda finds an old file regarding the Sith in the Jedi Archives. He states that he must "go and meditate on what is to come".
In his meditation chamber in the Jedi Temple, Yoda meditates on the Sith Discovery in the archives and what to do about Palpatine. The Jedi Master discovers that if the Sith Master is destroyed, then the apprentice will fall too.
He is then faced by Palpatine/Sidious in the temple where the two masters fight using their lightsabers. Palpatine clearly has the upper hand in the battle. Yoda is defeated in combat, but escapes.
Anakin goes to Padme on Naboo to explain what he is required to do on Mustafar. Despite his actions, he still loves Padme and looks forward to the birth of their ****. Both are unaware that Padme carries twins. He explains to her that the Jedi Order are traitors, are corrupt and not to be trusted. His explanations seem justified to Padme, and is convinced that Anakin is doing the right thing. She completely supports him.
After seeing what Skywalker has done on Coruscant, Kenobi heads to Naboo in an effort to track Anakin down. Upon arriving at Naboo, Grievous (still following Darth Sidious' orders) intercepts Kenobi in orbit. Kenobi's ship is shot down by Grievous, and he crash lands on the surface of Naboo.
Meeting on the surface, Grievous' robot arms split into four and he wields 4 of the lightsabers he has taken from Jedi he has killed. The Jedi Hunter and the Jedi Master duel.
After losing his lightsaber during the battle, Kenobi kills Grievous with a blaster to his stomach - destroying circuitry and fluids within. Grievous' death is gruesome, as his eyes come out of his alien head along with seeping fluids. With his Jedi Starfighter destroyed, Kenobi takes Grievous' ship and continues his journey across Naboo to track down Skywalker.
Anakin arrives on Mustafar. The planet is literally a natural disaster: lava and volcanoes everywhere, severe wind and thunderstorms cover the planet. Skywalker enters the secret droid foundry headquarters of the Separatists. Their complex is a gothic industrial building, consisting of droid foundry areas, meeting rooms and long corridors, all separated by t****zoid doors. The Separatist Leaders, gathered around a large pentagonal table, are discussing the planets upon which their battles were raging - the table displays holograms of each of these planets. Suddenly, along with his troopers, he takes out all of the remaining Separatists, leaving Nute Gunray for last.
Obi-Wan encounters Padme in a tense scene. She refuses to tell the Jedi Master where Skywalker is. She tells Kenobi that despite his actions "there is still good in him".
Somehow, Kenobi manages to track the location of Skywalker to the lava planet of Mustafar. He takes off for the planet in Padme's ship, but does not realize that Padme has stowed away secretly on board.
Upon landing, Kenobi finds Skywalker in the Separatists Control Room, where the two begin to argue about the recent events. At some point during the argument, Padme reveals herself to them. Anakin is speechless: he believed that Padme would not reveal his whereabouts to Kenobi or any Jedi - he believes he has been betrayed.
Even though Padme tries to explain peacefully to Anakin she stowed away on Kenobi's ship with the thought she could intervene if something happens, Anakin still feels betrayed. She then lies to Anakin and says that the **** has died - she has had a miscarriage.
Obviously upset at the revelation and also angered by what has transpired, Skywalker takes revenge upon Padme for what he believes as her betrayal. He Force-chokes her, but underestimates his ability. The Force attack leaves her near death. Using the Force, he then throws her to the side, where she hits her head upon hitting the ground.
Kenobi steps in at this point. Skywalker ignites his lightsaber and the duel between the two Jedi begins - among the corpses of the dead Separatist leaders.
The fast-paced, detailed and extensive duel goes for quite some time. Throughout the fight, volcanoes erupt around them and the ground shakes. The long duel occurs over various locations, in and out of mechanical rooms and so on. The two Jedi fight within the raw foundries, where the basic core raw material for the battle droids are put together. The foundry has two large circular pits that act as hot steam exhausts - one of the Jedi somersault over this at one point. They battle inside and outside the Separatist complex, and onto the volcano that the base is built onto the sides of - a volcano that towers above the rest in the area. The mouth of the volcano has industrial towers and aerials on it.
During the Kenobi/Skywalker duel, Anakin's mechanical arm is cut off. The two leap to and from repulsorlift crafts that hover above the lava and rocky ground below. Towards the end of the lightsaber battle, Skywalker loses both legs.
What is remaining of Anakin falls into a molten pit during a huge tremor. Obi-Wan picks up Skywalker's lightsaber and then gathers Padme and goes to take off from the planet. The ship he arrived on is damaged and destroyed by lava - and the planet is unstable. It looks like there is no way off planet.
Then, Bail Organa's ship, the Tantive IV Blockade Runner arrives, with Organa, Yoda and the droids on board. They rescue Kenobi and Padme, and leave, just as a Star Destroyer enters the Mustafar system.
Anakin's body remains on a ledge, very close to lava. He lies there legless, hairless, scarred and practically burnt to a crisp. He lays there alive, but very near death. A Star Destroyer lands on Mustafar and Troopers retrieve what is left of Anakin.
When Anakin is pulled out of the pit, he is placed into something of a floating stasis chamber (similar to how Han in carbonite floats in ESB). The small chamber looks exactly like a coffin. By this stage, Skywalker has already lost consciousness, and the troopers intend to take him to medical facilities at the request of the Emperor. After returning to the Star Destroyer, the ship takes off and leaves the planet.
Padme is aboard Bail Organa's ship, the Tantive IV Blockade Runner, on the way to Alderaan. Along their journey, Bail, Kenobi and Yoda realize she will not make it to Alderaan. Dark times are upon them: the Sith now control the galaxy, and all the Jedi are extinct.
The Tantive IV lands on a yet unseen and unnamed planet, where Padme gives birth to the twins. The injuries she has sustained from Anakin's Force-choke has left her near death. Leia is born first, while Padme still lives.
She speaks a few words to her daughter, and then to Obi-Wan, but as Luke is delivered, Padme dies. Her death is due to a combination of her weakened state from Anakin's Force-choke and ****birth trauma. Only Leia has a short Force-connection with her mother, as Padme was alive when she was born.
Meanwhile, Anakin is undergoing medical reconstruction. At first, he is placed into a bacta tank. The stormtroopers leave, while the Emperor watches the medical droids take over. While in the tank, Anakin shows some recovery as his scars begin to heal.
After being removed from the tank, Skywalker is moved to an elliptical clinical room of the medical facilities. Anakin Vader is strapped to a gurney, while the medical droids work on him - adding his new cybernetic implants and making him more machine than man.
As Anakin is nearly ready to be awakened, he lays on the gurney in an almost crucifixion style pose. He is without mask, and still has many scars, but lays there and looks very evil. Unable to breathe due the injuries he sustains, his new bionic suit consists of machinery that makes him breathe - bringing forth the familiar respirator sound. The Emperor gives the command to wake him up. As the Skywalker twins are born, Vader's helmet slides onto his scarred head from above for the first time.
The scenes of the twins' birth, Padme's death and Anakin's rebirth as Darth Vader are shown as an inter-cutting montage.
It is decided by all involved that the twins must be hidden for their own protection and as a possible future new hope for the galaxy. As part of a measure to protect and conceal their real identities as the offspring of Vader, Bail ensures C-3PO's memory is erased. R2-D2's memory is preserved for future use. The group decides to head to Naboo, where Padme can rest in peace.
As Anakin Vader awakens for the first time since his duel with Kenobi on Mustafar, Palpatine is present. He officially dubs the former Jedi Knight as DARTH VADER, in a scene where the meaning behind his new name is explained. He is now officially a Dark Lord of the Sith. Anakin Skywalker is, literally, dead, and Darth Vader will stand in his place.
Following this, Vader asks Palpatine where Padme is. He is told that "You killed her". Vader goes into some kind of "Force-rage", screaming, "Noooooo!" His use of the Dark Side of the Force is so powerful with his anger that the room buckles and twists, and in his rage he Force chokes people and destroys the droids in the same room.
Anakin Vader's screams lead into the next scene, which is Padme Amidala-Skywalker's funeral, being held on Naboo. In attendance is Kenobi, Organa, Yoda, her family, many of her handmaidens, Captain Typho and Sio Bibble.
After the funeral, Kenobi decides to take the ****ren to Tatooine, where he can care for them, or place them in the care of Owen and Beru Lars. The gang board the Tantive IV and make their journey.
The group's first stop is Dagobah, where Yoda has decided to stay until he is needed. The planet seems too dangerous to navigate in atmosphere for a safe landing, so Yoda takes an escape pod.
En route to Alderaan, the Tantive IV detours to Tatooine. In a scene eerily similar to that of the opening sequence of Episode IV, their ship is boarded by Imperial Troops. The twins have been separated on the ship. In the confusion of the boarding, Kenobi takes Luke and escapes to the surface of Tatooine. When questioned about baby Leia, Organa replies to the Imperial Troopers that it is his adopted daughter. Knowing he is unable to retrieve Kenobi from the surface of Tatooine under the watchful eye of the Empire, Organa takes Leia to Alderaan with him.
Upon his landing on Tatooine, Kenobi knows he is unable to immediately care for young Luke. He has no ship to take him off-planet, and he has no shelter. Obi-Wan Kenobi delivers baby Luke to the Lars family. Owen expresses his distaste at the circumstances that lead Kenobi to him, stating that Anakin should never have left to go on some damn fool idealistic crusade.
Baby Leia is under the care of Bail Organa on Alderaan. R2-D2, C-3PO and Jar Jar Binks are with them.
Kenobi changes his name to Ben and goes into hiding on Tatooine, to keep a watchful eye on young Luke Skywalker.
Darth Vader, Emperor Palpatine and Captain Tarkin stand on the bridge of a Star Destroyer overseeing the very early beginnings of a Death Star construction. "I don't fear the Dark Side," says Vader. "I embrace it".
In the last scene in the film, Kenobi walks into the binary sunset of Tatooine.