|1||0:22||1m1||Fox Fanfare||Logos (The Empire Strikes Back recording)|
|2||7:05||1m2||Star Wars Main Title||0:00: Main title and crawl (The Phantom Menace recording)|
|1m3||Boys Into Battle||1:22: Tracking shot of Anakin and Obi-Wan entering battle in Jedi interceptors.|
|1m4||'They're Coming Around''||2:33: The Jedi discuss their objective and sight Grievous' ship.
3:20: The Jedi engage Vulture droids. Clone troopers are killed.
4:07: The Jedi evade missiles.
|1m4a||'Get'em, R-2!''||4:56: Obi-Wan takes on Buzz
5:49: Anakin uses his ship to scrape off the Buzz droids. Artoo destroys one of the Buzz droids.
6:36: Anakin and Obi-Wan make it to Grievous' command ship.
The Elevator Scene
|Grievous enters the bridge and
gets a report on the Jedi.
(Unused) Inside a runaway elevator, Anakin and Obi-Wan work with Artoo to get to Palpatine, while at the same time dealing with Battle droids
|4||0:49||1m6||Count Dooku's Entrance||Dooku arrives and prepares to engage the Jedi.|
|5||2:02||1m7||The Death of Dooku||0:00: Dooku knocks out Obi-Wan. Anakin fights and defeats Dooku.
1:12: Anakin takes off Dooku's head. Palpatine encourages him.
|6||0:59||2m1||Escape With The Chancellor/Falling Ship||Grievous' ship goes into a dive. Anakin falls but catches onto a wire.|
|7||0:55||2m1a||Jedi vs. Droids||Obi-Wan and Anakin finish destroying the bridge droids, as Grievous escapes out a window. The ship begins to break in half.|
|8||1:11||2m3||'Another Happy Landing''||Anakin pilots half a ship down to Coruscant.|
|9||0:41||2m3a||Coruscant's Warm Welcome||The heroes arrive with the rescued Palpatine.|
|10||1:33||2m4||Revisiting Padmé||Anakin reunites with Padme, and learns that he is to be a father.|
|11||1:51||2m5||Grievous Travels to Palpatine||General Grievous lands on Utapau . He enters a chamber and contacts Darth Sidious for instructions. Scene cuts to Anakin admiring Padmé on the balcony of her apartment|
|12||5:14||2m6||Scenes and Dreams||0:00: Padmé and Anakin discusses their future baby.
1:14: Anakin has a nightmare of Padmé suffering. He gets out of bed. When Padmé joins him he tells her about the dream and that in it she dies in childbirth.
2:55: Skeptical, Padmé is more concerned about their positions in the Senate and the Jedi Order.
3:28: At the Jedi Temple in a dark room, Anakin tells Yoda about his visions (low string figure). Yoda warns him about the Dark side and not to worry about the loss of loved ones.
4:41: Anakin catches up with Obi-Wan and gets an update on the progress of the Clone War on the outer rim.
|13||1:33||2m7||'Be Careful of Your Friend''||0:00: Obi-Wan is uneasy about
Palpatine's relationship with Anakin.
0:20: At Palpatine's office, Anakin is asked by the Chancellor to be his representative on the Jedi Council. Cut to Jedi Council…
|14||3:29||3m1||Council Meeting||0:00: During a Jedi High Council
meeting, Anakin becomes annoyed that the Council will not make him a Master,
even though he has been appointed to the Council.
0:30: After hearing war reports, Yoda volunteers to go help the Wookies.
0:46: After the meeting, Obi-Wan asks Anakin to spy on Palpatine for the Council.
2:16: (unused) On a transport, Mace Windu, Yoda and Obi-Wan discuss Anakin and Palpatine.
2:55: Scene cuts to Padmé's apartment.
|15||0:44||3m2||'Hold Me''||Anakin shares his uneasiness with Padme.|
|16||1:38||3m2a||Palpatine's TV Set||On Coruscant inside the opera house during a performance, Palpatine tells Anakin that Grievous has been located.|
|17||3:17||3m3||Palpatine's Big Pitch||0:00: Palpatine tells Anakin
that the Jedi plan to overthrow him.
1:37: Palpatine relates the story of Darth Plagueis.
2:18: Palpatine tells Anakin that Plagueis had the power of life and death.
|18||2:35||The Battle Of Kashyyk||0:00: A battle is seen on
0:30: Yoda attends a Jedi Council meeting by hologram. Obi-Wan is chosen to go capture Grievous.
1:48: The Wookies and clone troopers begin their counterattack on the droids.
|19||2:39||3m5||'Goodbye, Old Friend''||0:00: Obi-Wan leaves for
Utapau. He talks with Cody before
leaving on a solo mission.
1:08: Anakin has another vision, visits Padme and expresses doubts about himself and the Jedi.
|20||2:18||3m6||Going to Utapau||0:00: Obi-Wan arrives on Utapau and lands.
0:34: Obi-Wan meets the natives and gets an idea of the situation. He sends his starfighter back to the clones.
|21||1:27||3m7||Riding the Lizard||0:00: Obi-Wan mounts a
lizard-like varactyl and looks towards a higher level where Grievous and the
Separatists are having a meeting.
0:27: Grievous tells the Separatists that they are to go to Mustafar. Obi-Wan moves above the council chamber.
1:00: After the Separatists leave, Obi-Wan eventually jumps down to confront Grievous.
|22||0:20||3m8||Obi-Wan Fares Droids||Obi-Wan takes care of the closest droids.|
|23||2:40||4m1x||Obi-Wan vs. Grievous||0:00: Obi-Wan fights Grievous.|
|4m1a||Good Guys Arrive||1:09: The clone troops arrive.|
|4m1x||Drawing Swords||1:37: Grievous hops on a wheel bike. Obi-Wan pursues.|
|24||2:31||4m3||Palpatine's Seduction||0:00: At his office, Palpatine
reveals to Anakin that he has studied the Dark side of the Force.
0:26: Palpatine offers to teach Anakin about the Dark side to save Padmé. Anakin realizes that Palpatine is a Sith lord. Palpatine says he must choose.
|25||0:57||4m4||Rolling with Grievous||Obi-Wan struggles with Grievous on the wheel bike.|
|26||1:37||4m4a||Fighting with Grievous||Obi-Wan fights hand-to-hand with Grievous on a launch pad and eventually kills him with a blaster.|
|27||1:38||4m5||Dialogue with Mace||Anakin tells Mace that Palpatine is the Sith lord.|
|28||1:37||4m5a||Padmé's Ruminations||After Mace Windu leaves to arrest Palpatine/Sidious, Anakin waits at the Jedi Council chamber and broods. In her apartment, Padmé looks towards the Jedi Temple and worries about Anakin.|
|29||2:24||4m6||'I am the Senate''||0:00: Anakin rushes off to stop
0:29: Windu tries to arrest Palpatine. They fight.
1:12: Anakin lands. Mace and Palpatine continue to fight until Mace gets the upper hand and Anakin arrives.
|30||2:03||5m1||Palpatine Instructs Anakin||Darth Sidious tells Anakin that the Jedi must die. He orders Anakin to go to the Jedi Temple, kill everyone there, and then go to the Mustafar system to wipe out the Separatists.|
|31||1:28||March On The Jedi Temple||0:00: Anakin and clone troopers
march into the Jedi temple.
1:00: On Utapau, Obi-Wan arrives and rallies his forces.
|32||4:25||5m3||Lament||0:00: After Palpatine gives
Order 66, Obi-Wan is blasted into the water on Utapau. Jedi around the galaxy are killed by clone
1:00: On Kashyyyk, Yoda senses something is wrong. More Jedi are killed around the galaxy.
2:17: Clone troopers approach Yoda but he kills them. The Wookies take Yoda to safety.
3:17: Padmé is comforted by Threepio. Senator Bail Organa lands at the Jedi Temple to see what's going on.
|33||0:37||5m3a||Bail's Escape||Bail escapes clone troopers at the Jedi Temple after seeing a Youngling killed.|
|34||2:15||5m4||'Swimming, Droids and Yoda Farewell''||0:00: Obi-Wan evades patrols on
0:16: Wookies evade clone troops on Kashyyyk. Yoda leaves Kashyyyk.
0:52: Organa's corvette takes off from Coruscant, Obi-Wan takes off of Utapau and contacts Organa.
|35||1:59||5m5||News of the Attack||Anakin checks on Padme and tells her that he must complete a mission on Mustafar. Threepio tries to confort Padme.|
|36||4:36||5m6||Moving Things Along||0:00: Obi-Wan rendezvous with
Bail Organa and Yoda. They decide to
return to Coruscant to investigate the Jedi purge.
1:14: On Mustafar, Gunray is informed by Darth Sidious that Darth Vader will soon be arriving to "take care of them".
1:57: Organa's corvette approaches Coruscant. Yoda and Obi-Wan decide to visit the Jedi Temple.
2:39: Organa's ship descends to Coruscant. Meanwhile, Anakin lands on Mustafar and begins threatening the Separatists.
3:50: At the Jedi Temple, Yoda and Obi-Wan take out the clone troopers.
4:14: Palpatine announces to the Senate that the Jedi rebellion has been foiled.
|37||2:15||5m7||Anakin's Dark Deeds||0:00: Obi-Wan and Yoda come
across Anakin's dark deeds at the Jedi Temple.
0:34: Anakin begins killing off the Separatists on Mustafar.
0:44: In the Senate, Palpatine reveals his disfigurement from fighting the Jedi.
1:02: Anakin kills the rest of the Separatists on Mustafar, intercut with Palpatine proclaiming himself Emperor of the Galactic Empire.
|38||5:12||6m1||'It Can't Be''||0:00: Obi-Wan finds out it was
Anakin who did all the killing.
2:25: Obi-Wan tells Padmé that Anakin has turned to the Dark side. He expresses his sympathy to her. On Mustafar, Anakin broods and waits.
|39||0:58||6m2||A Moody Trip||After learning of Anakin's betrayal of the Jedi, Padmé boards a ship to fly to Mustafar, with Obi-Wan as a stowaway.|
|40||3:21||6m3||Padme's Visit||Padme lands on Mustafar and confronts Anakin. He Force chokes Padme and Obi-Wan appears.|
|41||4:39||6m4||Heroes Collide||0:00: Obi-Wan and Anakin begin
dueling on Mustafar's launch pad.
0:21: Yoda confronts Palpatine and is hit with Force lightning. The Mustafar battle continues into the control room.
1:37: Palpatine threatens Yoda, but the Jedi rallies. Palpatine tries to escape, but Yoda blocks him and they begin dueling as well.
3:01: Anakin grabs Obi-Wan by the throat, but Obi-Wan breaks his hold. Their duel continues, intercut with Yoda's duel with Palpatine, which moves to the Senate amphitheater.
4:03: Anakin and Obi-Wan's Force powers momentarily lock ("hand-to-hand"), after which Anakin inadvertently destroys the Mustafar lava control panel.
|42||1:34||Battle Of The Heroes||0:00: The Mustafar battle moves
outside to the lava balcony, as Palpatine begins hurling Senate platforms at
1:02: Palpatine and Yoda duel with Force lightning.
|43||0:18||6m6||Yoda Falls||Yoda takes a fall.|
|44||2:09||6m7||The Boys Continue||0:00: The Mustafar battle
continues on a gantry as lava explodes behind them.
0:43: Yoda escapes the Senate building. Palpatine decides to go to Mustafar.
1:14: The gantry falls into the lava river.
|45||0:08||6m8||Rev. Yoda to Exile||Yoda escapes, cut back to Mustafar.|
|46||2:44||6m9||Revenge Of The Sith||0:00: The Jedi escape the gantry
and duel on floating platforms.
1:30: Obi-Wan tells Anakin that he has failed him. Obi-Wan leaps to high ground and defeats Anakin when he tries to follow.
|47||2:42||7m1||The Immolation Scene||0:00: A defeated Anakin begins
sliding down towards the lava flow.
0:58: Anakin ignites from the heat. Obi-Wan takes his lightsaber and departs.
1:29: Back on the ship, Padmé asks if Anakin is alright. A weary Obi-Wan takes off from Mustafar.
|48||2:05||7m2||Anakin Crawling||0:00: Anakin crawls out of the
lava. Palpatine arrives.
1:14: Yoda meditates. Obi-Wan arrives with Padmé. Palpatine returns to Coruscant with Anakin.
|49||2:38||7m3||The Birth of the Twins||0:00: Anakin is taken inside
0:27: Obi-Wan and Yoda learn that Padmé is dying and that her unborn twins must be delivered immediately.
1:12: Anakin is operated on under Palpatine's care. Luke and Leia are born. Anakin receives his helmet and is made into Darth Vader.
|50||2:12||7m4||Padmé's Death||Padmé dies after telling Obi-Wan that there is still good in Anakin. Vader rises, and Palpatine tells him that he accidentally killed Padmé|
|51||1:40||7m5||Plans for the Twins||0:00: Yoda, Obi-Wan and Organa make
plans to hide the twins.
1:03: Yoda tells Obi-Wan about communing with Qui-Gon.
1:20: Artoo and Threepio are given to Captain Antilles.
|52||1:15||7m6||Padme's Funeral||0:00: Padmé's funeral
0:37: Vader, Palpatine and Tarkin meet on a star destroyer to view the Death Star.
|Home for the Twins and End Credits||0:00: Senator Organa lands
at Alderaan and presents his wife with baby Leia (falling brass/harp, Leia
theme in winds).
0:24: On Tatooine, Obi-Wan presents Beru with baby Luke, and then departs (Luke theme in strings, celeste interlude). Owen and Beru hold Luke as the twin suns set (Force theme on horn, sweeping strings).
1:22: End credits (alternate).
Star Wars Ep. III Complete Cues
Below is a table describing planned film sequences for each recording cue.