Frank Oz

Anakin joins forces with Obi-Wan and rescues Palpatine from Count Dooku. However, Anakin acts as a double agent between the Jedi Council and Palpatine and is lured into a sinister plan to rule the galaxy.

For three years, The Clone Wars have raged across the galaxy, as Republic and Separatist force fight for dominance. The Droid leader General Grievous sweeps into the Republic capital and kidnapped Chancellor Palpatine, leader of the Galactic Senate. Orbiting above Coruscant, Jedi Master Obi-Wan Kenobi (Ewan McGregor) and Knight Anakin Skywalker (Hayden Christensen) lead a mission to rescue Supreme Chancellor Palpatine (Ian McDiarmid) from the cyborg Separatist commander General Grievous (Matthew Wood). The Republic armada engages in battle with General Grievous' endless battleships. Obi-Wan and Anakin commandeer 2 smaller ships and try to sneak in between the 2 battle groups. After infiltrating Grievous' flagship, Obi-Wan and Anakin battle the Sith Lord Count Dooku (Christopher Lee). Count Dooku was the second apprentice of Darth Sidious, the Dark Lord of the Sith, whose plan to conquer the galaxy relied on Dooku leading a pan-galactic secessionist movement against the Republic. As such, Dooku immersed himself in the dark side of the Force and worked tirelessly to advance his and his master's Grand Plan while being unaware that he was merely a pawn of his master, who viewed him as no more than an expendable piece in his plan. Dooku manages to get the better of Obi-Wan, but Anakin battles him and cuts off his hands. Palpatine orders Anakin to decapitate Dooku. Palpatine wanted to leave Obi-Wan behind saying there is no time, but Anakin insists on taking him along while Obi-Wan was unconscious. Meanwhile Grievous' flagship is heavily damaged in the battle with the Republic ships. The three attempt to escape the ship, before Grievous finds out where they are, and captures them. Bringing them to his ship's bridge, the Jedi creates a diversion, causing Grievous to flee his ship, but also jettison all the escape pods. Grievous then orders his heavily damaged ship to be rammed into the planet, as he knows that Palpatine and the Jedi have no way to escape. As the ship begins to plummet into the planet's upper-atmosphere, Anakin attempts a daring crash-landing, that manages to get them back onto the planet, rescuing the Chancellor. Palpatine considers Anakin to be his hero. Palpatine informs Windu that Grievous has escaped and the Clone wars continue in his absence. Windu assures Palpatine, that the Jedi will find Grievous to bring the war to an end. Grievous is instructed by Lord Sidious to move all separatist leaders to Planet Mustafar. Sidious says that count Dooku's death was a necessary loss and assures Grievous that soon he will have a new apprentice, one far younger and more powerful. Anakin reunites with his wife, Padmé Amidala (Natalie Portman), who tells him she is pregnant. Anakin has visions of Padmé dying in childbirth and the fears of how he was unable to save his mother resurface. Seeking council from Jedi Master Yoda (Frank Oz), Anakin is unwilling to take the master's advice to not develop strong attachments, lest greed led him to The Dark Side of the Force. Palpatine appoints Anakin to the Jedi Council as his representative. Such an appointment would automatically make Anakin a Jedi Master, but as the council did not make this decision, they reach a compromise: Anakin may sit on the council per the Chancellors wishes, but not be given the rank of Master, leading to Anakin becoming angered at this decision. Oni-Wan says that the Jedi council does not trust Palpatine and believes that he is trying to interfere in Jedi affairs through Anakin. They instead instructed him to spy on Palpatine, diminishing Anakin's faith in the Jedi. Anakin grows even more upset when Padme claims she feels the Republic is growing more corrupt and asks him to talk to the Chancellor to help end the war and resume diplomacy. Anakin is called to the Coruscant Opera House for a private meeting with the Chancellor, who tells him that they have found General Grievous and the Separatist leaders hiding on the planet Utapau. Palpatine then requests Anakin to sit with him, and confides in Anakin, that he believes the Jedi want to overthrow him, and take over the Republic. Anakin attempts to defend the Jedi but finds himself conflicted. It is then that Palpatine starts telling Anakin about a Sith legend, revolving around Darth Plagueis the Wise, who could use the powers of the Dark Side to save people from dying. This catches Anakin's attention, but Palpatine warns Anakin, that such powers cannot be wielded by a Jedi. Meanwhile, on Utapau, Grievous relocates the Separatist leaders to the volcanic planet Mustafar. Yoda knows that capturing General Grievous will end the war and will be the first step in removing the emergency powers granted to the Chancellor and restoring them to the Senate. Obi-Wan travels to Utapau, where he confronts and kills Grievous, while Yoda (Frank Oz) travels to the Wookiee planet of Kashyyyk to defend it from the Separatist droid attack. Anakin is asked to inform Palpatine of the impending victory over the rebel armies. Palpatine reveals that his mentor taught him everything about the Force, and even the nature of the Dark Side. Palpatine says that only through him can Anakin achieve a power far greater than the Jedi. He says that by learning the Dark Side of the force, Anakin would be able to save the life of his wife. The chancellor then reveals to Anakin that he is a Sith Lord. However, given what Palpatine has told him, Anakin is unable to bring himself to strike down Palpatine, feeling he knows how to save Padme. Anakin then returns to the Jedi Temple, only to find that Obi-Wan has killed Grievous, and Mace Windo and other Jedi are going to make sure that the emergency powers the chancellor has, are returned to the Senate. Anakin realizes that Palpatine is the Sith Lord behind the Clone Wars and reports his treachery to Mace Windu (Samuel L. Jackson). Windu did not want to take Anakin for the confrontation as he sensed a great deal of confusion in him, but Anakin insisted that he should go. Windu confronts and subdues Palpatine, leaving the latter disfigured. Anakin attempts to stay calm but figures the Jedi will kill Palpatine and with him, will go the secret to keeping his wife alive. Desperate to save Padmé, Anakin prevents Windu from killing Palpatine by slicing off his right hand. Palpatine then sends Windu falling to his death. Anakin is unsure what to do, until Palpatine requests he become his apprentice and learns the powers of the Dark Side. Anakin pledges his service to the dark lord, and is then 'knighted,' as Darth Vader. Palpatine issues Order 66, which commands the clone troopers to kill their commanding Jedi generals across the galaxy, while Vader and a battalion of clone troopers kill the remaining Jedi in the Jedi Temple. Anakin is then tasked with destroying those in The Jedi Temple, before going to Mustafar, to destroy the Separatist Leaders and end the war. Vader then travels to Mustafar to assassinate the Separatist leaders, while Palpatine declares himself Emperor before the Galactic Senate, transforming the Republic into the Galactic Empire. He denounces the Jedi as traitors. Once his dark deeds are finished, Anakin goes to Padme, claiming he saw Mace Windu attempt to kill Palpatine, and claiming that his allegiance now lies with the Chancellor. He then tells Padme he must go to Mustafar, and intends to end the war, once and for all. Senator Bail Organa (Jimmy Smits) happens to see the temple attack but is turned away by clone troopers. As he is about to leave, he sees a young Jedi attempting to fight them off, before the troopers kill him. Escaping from the temple, Organa is concerned for the Jedi, and going aboard his ship, heads off into space to see if he can find others who have survived the purge. Obi-Wan and Yoda survive Order 66 and learn that Anakin has turned to the dark side. Yoda claims a retreat signal is also being broadcast from the Jedi Temple, and Obi-Wan recommends they go back there to stop it, to keep any other Jedi from returning and being killed. Upon their return to Coruscant, Bail is requested to attend an emergency meeting of the Congress. While the Yoda and Obi-Wan sneak off to the temple, Bail meets with Amidala in the Senate, where the two hear Palpatine declare that 'the Jedi rebellion has been foiled,' after they attempted to overthrow the Senate. Promising to wipe out every remaining Jedi, Palpatine then declares that the Republic will now be re-organized into the First Galactic Empire, much to the horror of Padme and Bail, but to thunderous applause from those around them who believe the Emperor's lies. Back at the temple, Obi-Wan finds security hologram footage and is shaken when he sees Anakin has committed these acts, pledging his fealty to Palpatine. On Coruscant, Yoda instructs Obi-Wan to confront Vader while he faces Palpatine. Obi-Wan seeks Padmé to discover Vader's whereabouts and reveals his treachery. Padme is unwilling to believe the claims that her husband has turned to the Dark Side and that Palpatine is behind everything including the war. Padmé travels to Mustafar, unaware that Obi-Wan has stowed aboard her ship, and pleads with Vader to abandon the dark side. Anakin claims Obi-Wan is lying, and that he is now powerful enough to not only protect her, but powerful enough that the two of them can rule the galaxy. When Obi-Wan emerges, an enraged Vader believes Padmé has betrayed him and strangles her. Obi-Wan and Vader engage in a light-saber duel. The duel between Anakin and Obi-Wan takes them through the Separatist's hideout, then out onto a river of lava. Obi-Wan force jumps onto a nearby bank. When he claims Anakin should not follow, the Sith Apprentice refuses to back down, and attempts to jump over the Jedi. Kenobi takes the chance to slice at Anakin, cutting off his limbs, and sending him tumbling down to the edge of the lava river. Vader is then burned alive by a nearby lava flow as Obi-Wan retrieves Vader's light-saber and leaves him dead. Meanwhile, Yoda battles Palpatine on Coruscant, culminating in a stalemate. Yoda realizes the Sith Lord is too powerful to overcome. Using a comm-link, Yoda calls for Bail to come to the Senate, and the Jedi Master is saved, but sadly feels he has failed to stop the Sith. Yoda flees with Senator Bail Organa (Jimmy Smits) and regroups with Obi-Wan and Padmé on the Planetoid Polis Massa. Padmé gives birth to twins, whom she names Luke and Leia. She dies soon after, still believing there is good in Anakin. Sometime later, having sensed that his apprentice was in danger, Palpatine arrives on Mustafar. The apprentice is then taken to an Imperial medical facility on Coruscant, where the painful task of trying to save Anakin begins. On Coruscant, Vader's mutilated body is treated and encased in a black, armored life-support suit. When he asks about Padmé, Palpatine says Vader killed her out of rage, leaving Vader devastated. Obi-Wan and Yoda conceal the twins' birth from the Sith and retreat into exile until the Empire can be challenged. As Padmé's funeral is underway on Naboo, Palpatine and Vader supervise the construction of the Death Star. Bail takes Leia to Alderaan to raise her as his daughter. Obi-Wan delivers Luke to his step-uncle and step-aunt, Owen and Beru Lars, on Tatooine. Obi-Wan settles nearby as a recluse while watching over young Luke. On Bail's ship, he also leaves C-3PO and R2-D2 in the care of the ship's Captain, telling the loyal crew member to have the protocol droid's mind wiped. On Naboo, a massive funeral is held for the former Queen. On a Star Destroyer, the Emperor and Vader are now supervising the early stages of a super-weapon, called The Death Star. On Alderaan, Bail returns to his wife, and hands her their new, adopted daughter. On Tatooine, Obi-Wan hands Luke over to his uncle and aunt. As he walks off into the desert, the young couple stare at the twin suns rising over their homestead.

Eighteen years after the events of the original Blues Brothers movie, Elwood Blues is released from prison. He patiently stands by the road, waiting for Jake to pick him up, but Jake never comes. After Elwood waits a whole day, the warden notices him and informs him that Jake died while Elwood was in prison. Instead, a woman named Matara comes to pick up Elwood. Matara works for the Blues Brothers' former drummer Willie, who is now the owner of a strip club. Willie is happy to see his old friend free again and offers him a job as a house musician, but refuses when Elwood asks him if he is interested in reuniting the band. Elwood goes to visit the "penguin", Sister Mary, who now works in a hospital. She tells him that the old orphanage has closed, and that Curtis, the orphanage's custodian and father figure to Jake and Elwood, has died. Elwood wallows in self-pity, now knowing he has no family left, no past, no future, nothing. Sister Mary is having none of it, though. She tells Elwood that Curtis had an affair with a married woman and sired an illegitimate son, so Elwood still has, in a way, a foster brother. However, she says this man knows nothing of his real father and advises Elwood against contacting him. She also introduces Elwood to Buster, a 10-year-old troubled orphan, and suggests that he be his mentor. Neither Elwood nor Buster are enthusiastic about the idea. Elwood visits a used car lot and spots a former police car, this one a black and white Ford Crown Victoria. The owner, Melvin Gasperon, asks five hundred dollars for the car. Elwood, with Buster accompanying him, goes looking for his foster brother, against Sister Mary's advice, hoping he will lend him the money. Elwood finds the man, Cabel Chamberlain, to be a commander in the Illinois State Police. He tells Cabel about Curtis, offending him. He also asks him for a loan and asks if he is interested in joining his band. Cabel calls his mother to ask her about Curtis, and she is taken by surprise and does not deny it. Cabel, upset by the news about his real father and outraged by the requests made by Elwood with his long criminal record, throws Elwood out of his office. Outside the building, Buster steals Cabel's wallet. Elwood returns the wallet, but keeps the cash it contained. While Cabel files papers to have Elwood arrested for the theft, Elwood returns to Melvin's car lot to buy the car, which is to become the new Bluesmobile. Melvin says he's moving to New Orleans, and the two men wish each other well. At Willie's strip club, Elwood notices Russian mobsters picking up "protection" money. He remarks to Willie later that this is not right. Willie sympathizes, but does not dare challenge the mobsters. One night, when Willie is not at the club, Elwood and the bartender Mac get the Russian mobsters falling down drunk, then steal their clothes and leave them bound and gagged in an alley with a note warning them to stop shaking down Willie. When the mobsters are reunited with the rest of their gang, they vow to destroy the strip club in retaliation for the slight. Another night, Elwood invites Mac on stage with him, to Willie's mild chagrin, but Mac proves to be a talented singer. At that moment, several members of the Russian mob show up with machine guns and order everyone out of the building. They then shoot up the place and set it on fire. Elwood, with Buster still in tow, escapes along with Mac and Willie through a rear window. As they climb into the Bluesmobile, one of the mobsters recognizes Elwood, and they chase him in another car with their machine guns. Mac drops some nails out the window, puncturing the Russians' tires and causing their car to crash. Willie has now lost his livelihood, and agrees to play music with Elwood. Elwood goes to look for the rest of the band members. Mac and Buster, now with suits like Elwood's, come along for the ride. They locate Matt, the guitarist, and Blue Lou at Matt's Mercedes dealership. This time, Matt's wife approves, if somewhat grudgingly, of Matt and Lou rejoining the band. They find Murph at a call center, and three other members working at a radio station, and they readily agree to rejoin the band. The last member is Mr. Fabulous, now a funeral director. They find him in a cemetery, holding a funeral for one of the Russians. Mr. Fabulous initially resists rejoining the band, but Elwood and Mac loudly make remarks that make the Russian mobsters think that he is planning to rob the grave. The Russians draw their guns, and Mr. Fabulous flees with the rest of the band members. With all surviving members reunited, plus Mac and Buster, the band goes to see their former booking agent, Maury Sline. Maury suggests they enter an upcoming Battle of the Bands contest in New Orleans, and sets up a gig for them to play on the way there, at a county fair in Cynthiana, Kentucky. In the Bluesmobile and an additional car, the band leaves Chicago. Meanwhile, no one at Sister Mary's hospital has seen Elwood or Buster for a week, and they start to think Elwood has kidnapped Buster. They go to the police, and the FBI gets involved. Elwood's description gets passed to police agencies in neighboring states. The band stops for dinner at Bob's Country Kitchen (the former Bob's Country Bunker) in Kokomo, Indiana. A trooper with the Indiana State Police happens to spot the car there. The police enter to arrest Elwood, but he is able to create a diversion and escape with Mac and Buster. The rest of the band shrugs off Elwood's antics, but they quickly leave when Bob starts to recognize them from their stunt in the original movie. Gradually, Elwood and Buster begin to warm up to each other. Elwood is able to elude the policemen that night, but the police set up a massive roadblock at a bridge over the Ohio River the next day, where Elwood would have to cross to get to Kentucky. Elwood sees the police, and drives the Bluesmobile straight through the river, as if it was a submarine. When they reach the Kentucky side, they interrupt a meeting of a redneck militia group and accidentally destroy their boat, which was filled with explosives. The police are looking for Elwood's car in Cynthiana, so they paint it white before arriving at the county fair. The rest of the band, in the other car, arrives before Elwood's car and only then discover that they are expected to play not blues, but bluegrass. Unseen by either the band or the police, one of the Russian mobsters also comes to the fair and climbs a scaffold, intending to shoot Elwood from it. Elwood, seeing all the policemen, invites the spectators to come out of the bleachers and crowd the stage, which hinders the police. The band begins playing "Ghost Rider", to the delight of the spectators. While they are playing, a heavy thunderstorm arrives over Cynthiana. The wind knocks over tents, the sudden driving rain interferes with the Russian mobster trying to aim his gun and washes the hastily applied white paint from the Bluesmobile. Buster grabs a harmonica and plays, and for the first time, Elwood is impressed with him. However, the police are still moving in, so Elwood uses a remote control to guide the Bluesmobile to the stage. As soon as they are done playing, they cram into the car and flee, abandoning their instruments. Lightning strikes the Russian mobster's scaffold, ending any chance he had to shoot Elwood. The band continues south, but they run out of gas somewhere in Mississippi. Some of the band members walk toward the nearest town, and find a tent revival meeting, where Reverend Cleophus James, from Chicago, will be preaching. Elwood knows Cleophus and hopes to ask him for gas money, so they sit down for the service. Meanwhile, one of the other band members goes in a different direction and is able to obtain gas by himself. The police catch up to the band at the tent, Cabel Chamberlain among them, intending to arrest Elwood. Cleophus's music causes Cabel to have a religious awakening; the music is in his blood. He decides to join the band rather than arrest them. The other policemen think Cabel has been brainwashed somehow. The remaining band member brings the freshly gassed Bluesmobile to pick up the rest of the group. Dozens of police cars from at least four states chase them. At a road construction site, Elwood jumps over some heavy equipment in the Bluesmobile, but the pursuing police cars crash into it, allowing the band to escape. The band finally arrives in New Orleans, and goes to the mansion of Queen Mousette to audition for the Battle of the Bands. Queen Mousette was reputed to be ancient, ugly, and cannibalistic, but the band discovers she is none of these. She asks them to play Caribbean music. Elwood protests that music is not part of their repertoire, but Mousette puts a spell on them and they play the music requested. Mousette is impressed and invites them to compete the next day, but Elwood, Mac, and Cabel are transformed into zombies until their turn comes up. A large crowd enters the mansion to see the Battle of the Bands. The band that goes before the Blues Brothers is called the Louisiana Gator Boys, and they include, among others, Melvin Gasperon, the man who sold Elwood the car. After they play their number, the zombie spell is removed from Elwood, Mac, and Cabel, and the Blues Brothers take their turn. The emcee asks the audience to cheer for their favorite band, and the Gator Boys are declared the winners. Just then, the Russian mobsters and the redneck militia both arrive at the mansion looking for Elwood, but since neither armed group has yet met the other, each considers the other group potentially hostile, and they turn on each other. Mousette intervenes and casts a spell, turning both the Russians and the rednecks into rats. The Blues Brothers and the Gator Boys jam together. Sister Mary arrives next, with more policemen, to find Elwood, Mac, Buster, Cabel, and the rest of the band still jamming. Cabel assures them that he is all right, but the police still suspect Elwood of kidnapping Buster. While the rest of the band members continue to play, Elwood and Buster slip out and drive away in the Bluesmobile, still pursued by police, toward an unknown fate.

Newton Davis (Steve Martin) is a struggling architect. Marty (Peter MacNicol) is Newton's friend at work. Newton is not able to progress at work as he is not social at work and is not able to articulate his ideas well to his boss, Moseby. He calls the firm's work repetitive and "cookie cutter". Newton corrects all of Marty's work, but Marty knows how to kiss ass, and climbs up the corporate ladder. After building his dream house for himself and his longtime girlfriend Becky (Dana Delany) in his hometown, he is crushed when she refuses to marry him. He is unable to bring himself to live in the house, and leaves it abandoned and with a debt he cannot afford. Three months later, Newton meets a waitress named Gwen (Goldie Hawn) at a Hungarian restaurant in Boston. Believing that she cannot speak English, he spills out his sob story about Becky and the abandoned house. After the restaurant closes for the night, Newton learns she merely pretended to be Hungarian, and can speak English. He walks her home, which turns out to be a small apartment upstairs at the restaurant. They end up having sex. The next morning, Gwen finds that Newton left in the middle of the night. However, he unintentionally left behind the drawing of the house he'd built for Becky. Interest piqued by the drawing; Gwen takes a bus ride out to see the house. She is charmed by it, and decides to move in. Gwen goes to the town's general store, where she charges her groceries to the "Newton Davis" account. When questioned about this, Gwen, who it becomes clear is a natural liar, says that she is Newton's wife. Gwen meets Becky (who was shopping at the same grocery store) and spins a lengthy romantic story about how they fell in love, which surprises and impresses Becky (Gwen says Newton was promoted at work as well and now has no debt). Gwen also meets Newton's parents (George Davis (Donald Moffat) & Edna Davis (Julie Harris)) (she was walking back home and ran into George at his garage sale), who are heartbroken that Newton got "married" without telling them, but Gwen manages to smooth things over with them with her charm. Edna gives Gwen a wedding gift (a check) to get her started, and then helps her with all the shopping. Soon after, Newton travels to his hometown and is shocked to see that his house is lived in. When he finds out what Gwen has done, he is initially furious, but he soon sees the potential in her being there. Gwen starts creating all sorts of opportunities for Newton: mending his relationship with his parents (George had a falling out with Newton), helping out with his career by befriending Newton's boss Winston Moseby (Roy Cooper) and highlighting his long-ignored talent, and making Becky jealous (Becky tells Newton that she didn't want to marry a dreamer, but listening to Gwen she can see the potential for great things in him). Newton starts a rumor that Gwen slept with an older lover of hers and that's why their marriage is on the rocks. The parents want Newton to consider marriage counseling with Reverend Lipton (Christopher Durang). Newton and Gwen come to an agreement in which Gwen will help Newton win Becky, and in return she'll get all the furniture in the house. They stage a fight in front of Becky where Gwen reveals that Newton still has feelings for Becky. Through their time together, Newton begins to rely more on Gwen beyond their agreement (Gwen meets Moseby at Newton's office and friends him up and invites him to their reception (with George and Edna insisted that Newton and Gwen should have)), and Gwen starts to feel attached to her life with Newton. Meanwhile, Newton manages to seduce Becky and is about to have sex with her, but she backs out as she doesn't want to be the other woman. In the city Newton runs into one of Gwen's waitress friend Patty, and she reveals that Gwen became a compulsive liar in order to escape from what she feels is her own inadequate background, and that she has "changed" her life numerous times. Gwen told many lies to Newton to gain his sympathy. Gwen says that she wanted to see how it would be to live in Newton's picture. The film culminates with a reception held at the house in which the sub-plots of Newton's career, family and affections for Becky are brought together. Gwen hires 2 homeless bums Ralph and Mary (who used to live in front of her apartment) as her parents Bernie (Richard B. Shull) and Mary (Laurel Cronin). Newton demos his house and his original ideas to Moseby. Annoyed with Becky for her superior and suspicious attitude, Gwen confronts her in front of everyone, accusing her of trying to win Newton back. Gwen storms out of the house in tears, and Newton follows her, thinking it is still part of the plan. Outside alone, Newton praises Gwen for her brilliance, but Gwen replies that she wanted their marriage to work. Her feelings for him are apparent. Newton's boss gives him the promotion. Newton watches, confused, as Gwen leaves. Becky takes the opportunity to make a move on Newton and asks whether all of Gwen's elaborate stories were real. Newton answers that they were all true and chases after Gwen. Newton stops Gwen as she is about to board a bus to leave town. Although she resists, Newton follows her example and begins telling an outlandish romantic story of something they "did", which makes Gwen decide to stay. The film ends on the note of Newton and Gwen being happily married and living together in the house. As Newton and Gwen go into the house together, the final spoken words are of Newton saying, "I love you, Gwen" and Gwen replying, "Actually, it's Jessica."

After rescuing Han Solo from Jabba the Hutt, the Rebels hatch a plan to destroy the second Death Star. At the same time, Luke Skywalker tries to persuade his father to come on the light side of the 'Force'.

The Rebellion, led by Princess Leia and Han Solo, are attacked at their camp on the icy planet Hoth, while Luke Skywalker travels to the marshy planet of Dagobah to be trained by legendary Jedi master Yoda. The evil Darth Vader captures the rebels in order to lure Luke, who learns of a shattering family secret.