Star Wars Episode 3 Ending: Where The Major Characters Left Off

After kicking off a new trilogy last year with The Force Awakens, the Star Wars franchise is traveling back into prequel territory this December with Rogue One: A Star Wars Story. This Anthology movie will tell the tale of the Rebel operatives attempting to secure the Death Star plans shortly before A New Hope. While we'll have to wait a little longer to see if they're successful, in the meantime, we can't help but reminisce about the last live-action Star Wars prequel film released, 2005's Star Wars Episode III: Revenge of the Sith. It was a dark time when the story finished. The Empire was controlling the galaxy, Darth Vader hit the scene as an intimidating cyborg and the surviving heroes had to either go into hiding or pretend they supported the Imperials. Yikes!

With a few more months to go until Rogue One's release, we're taking this opportunity to go over where all the major Star Wars characters who appeared in Revenge of the Sith left off at that movie's conclusion, a few of whom are appearing in Rogue One. Let's start with the most notorious Sith Lord of all time...

Darth Vader

Anakin Skywalker/Darth Vader

Anakin Skywalker tapped into his darker and vengeful urges in Attack of the Clones when he killed that tribe of Sand People, but Revenge of the Sith showed him fully crossing over to the dark side. Three years of war and being separated from your wife was bad enough, but after killing Count Dooku on Palpatine's urging and seeing a vision of Padme dying started to push him over the edge. This allowed Palpating to move in for the "kill," tempting Anakin with the promise of helping him learn how to stop his loved ones from dying. One dead Mace Windu later, and Anakin became Darth Vader, officially earning that title by slaughtering Jedi, including younglings, at the Jedi Temple and murdering the Separatist leaders.

However, it wasn't until his fight with Obi-Wan Kenobi on Mustafar that Anakin became the "more machine than man" Vader that we all know and love. Despite all his power, Anakin left the duel with two chopped-off legs and an arm, as well as being burned...badly. Palpatine discovered his new apprentice before it was too late and brought him back to Coruscant to have his body rebuilt. Now Anakin Skywalker is essentially dead, and the cyborg Darth Vader is by the Emperor's side to enforce the Empire's rule with an iron fist, devoid of any emotional attachment to anyone. He won't hesitate to kill the Rebels who get in his way during Rogue One.

Obi-Wan Kenobi

Obi-Wan Kenobi

Obi-Wan Kenobi did the best he could with Anakin Skywalker for 13 years. He trained him as a Padawan to honor Qui-Gon Jinn's wishes, and even after Anakin became a Jedi Knight, he mentored him when they were partnered on Clone Wars missions. Unfortunately, his best wasn't enough, and while Obi-Wan was on Utapau dealing with General Grievous, Anakin was swayed to the dark side. The Jedi Master managed to survive Order 66 and regroup with Yoda and Senator Bail Organa, but when they went to Coruscant to try to warn the surviving Jedi to stay hidden, Obi-Wan was shocked to learn that Anakin, a man he considered a brother, led the assault on the Jedi Temple.

After moving past his initial pain, Obi-Wan agreed it was best that he be the one to stop Anakin, and so he did on Mustafar, taking his former apprentice's lightsaber as a memento/unofficial trophy. With the Jedi Order destroyed and any remaining Jedi being hunted by the Empire, Obi-Wan decided to deliver one of Padme's children, Luke, to the infant's aunt and uncle on Tatooine, and has been looking after the boy to make sure nothing bad happens to him.



Okay, so anyone who'd seen the original Star Wars trilogy safely assumed that Senator/Chancellor Palpatine and Darth Sidious were one and the same, but he was officially unhooded in Revenge of the Sith as the mastermind behind the Clone Wars and the last remaining Sith Lord following Count Dooku's demise. Sensing Anakin's vulnerability, he finally pounced after years of subtly manipulating the boy. He was also forced to directly fight for the first time in who knows how long when Mace Windu and three other Jedi Masters came to arrest him. That encounter ended with his face being badly scarred, and while it's unclear whether he held back during that lightsaber battle or was truly overpowered, thanks to Anakin's intervention, he came out victorious.

Now the head of an Empire claiming to represent the galaxy's best interests, it wasn't long before his new title was challenged by Yoda, kicking off a duel between two of the most powerful Force-users history has ever know. The fight basically ended in a draw, and before his forces could find Yoda, Palpatine was drawn to Mustafar to rescue Darth Vader. Now Palpatine's rule is cemented, though in the years to come, resistance will rise up to overthrow him from the throne. However, we won't see him dealing with any of the Rogue One folks, leaving them to his underlings.



Yoda had walked the galaxy for over 800 years, but never did he believe that he would live to see the Jedi Order fumble around him. The wizened Jedi Master was on Kashyyyk when Order 66 launched, and it was only thanks to his still-swift reflexes and the help of Chewbacca and Tarfull that he survived. Reuniting with Obi-Wan Kenobi, he discovered on Coruscant that they were betrayed by one of their own, Anakin Skywalker. Maybe if Yoda hadn't earlier advised Anakin about letting go of everything he fears to lose upon hearing about the Jedi Knight's visions, events might have unfolded better.

Regardless, Yoda took it upon himself to "visit" the newly-appointed Emperor Palpatine, i.e. knock out his guards and try to eliminate the Sith Lord. Sadly, the little green badass was unsuccessful and had to retreat. After getting his bearings at Polis Massa, Yoda decided to go into exile on Dagobah so he could stay off the Empire's radar. He's been spending that time studying the Force more deeply than ever before, specifically learning the secret to immortality from Qui-Gon Jinn's spirit.

Bail Organa

Bail Organa

Senator Bail Organa was introduced as minor character in Attack of the Clones, but he became more important in Revenge of the Sith as an unexpected ally to Obi-Wan Kenobi and Yoda. Like Padme Amidala, Organa opposed Chancellor Palpatine staying in power as the Clone Wars continued, but he was one of the minority. However, he became directly involved with the movie's main events when he investigated the chaos at the Jedi Temple following Order 66 and saw a Padawan gunned down by clone troopers. Shocked by what he witnessed, Organa was determined to save any other Jedi from being killed, leading to him intercepting Obi-Wan Kenobi and Yoda.

Organa later went back to Coruscant to watch Palpatine swear himself in as Emperor of the newly-created Galactic Empire, though his return also served as a way to sneak Obi-Wan and Yoda back on the planet. The Senator also stuck around to save Yoda after his battle with Palpatine ended badly. After Padme's died once giving birth to twins, Organa volunteered to raise Leia as his own daughter on Alderaan. In order to maintain his position within the Imperial government, Organa continued to represent Alderaan as a senator, but secretly, he spent the following years helping form a resistance to overthrow the Empire, officially known as the Alliance to Restore the Republic. When Rogue One begins, he is still one of the Rebellion's top leaders.

Luke Skywalker Leia Organa

Luke and Leia

These twins will go on to be two of the Star Wars Original Trilogy's important heroes, but in Revenge of the Sith, they were just babies being born as Padme Amidala's last act of life. Since they could pose a threat to the Emperor's rule, Obi-Wan Kenobi, Yoda and Bail Organa wisely agreed to hide the children. Bail took Leia with him back to Alderaan and Luke was given to his Aunt Beru and Uncle Owen on Tatooine. It will be years before they discover their true parentage, but in Rogue One, they're still living in ignorance. However, by the point Leia is already involved in the fight against the Empire, while Luke still has to wait a little longer to join.

C-3PO R2-D2

C-3PO And R2-D2

These droids are beloved to the Star Wars franchise, but needless to say, they weren't the most integral players in Revenge of the Sith. C-3PO was still serving as Padme Amidala's attendant/translator, and he finally rocking his familiar gold-plated exterior. R2-D2 had spent the Clone Wars helping Anakin Skywalker. The two droids briefly reunited after the movie's opening act and were brought back together later on at Mustafar. By the time the story concluded, C-3PO and R2-D2 were given to Bail Organa, but because the former droid has a habit of talking too much, the senator ordered that his memory be wiped so he didn't blab anything about Leia's true parentage. The droids are still in Organa's care when the events of Rogue One kick off.



While he wasn't a major player in Revenge of the Sith, Chewbacca's contribution to the story was by no means inconsequential. The Wookie was with Yoda on Kashyyyk when Order 66 broke out, and seeing how the clone troopers had turned on them, he and his fellow soldier Tarrful helped the Jedi Master escape the planet. It was a small appearance, but at least he formed a bond with another important Star Wars character. Chewbacca isn't participating in Rogue One, but by this point, he's already been partnered with Han Solo for a long time, so it won't be much longer before he and the smuggler get involved with the Rebellion.


Wilhuff Tarkin

One of the last scenes in Revenge of the Sith showed Darth Vader joining the Emperor aboard a Star Destroyer to supervise the first Death Star's construction. As the mechanical Sith Lord joined his master, an Imperial officer who had been speaking with Palpatine decided to make himself scarce. That was Wilhuff Tarkin, who will eventually earn the title Grand Moff and command that destructive battle station. You can watch The Clone Wars TV series to see what the younger Tarkin was up to during the Prequel era, but it was rumored a while back that we may see the Imperial bigwig appear in Rogue One as an all-CGI creation.

Star Wars

The Deceased

It goes without saying that Revenge of the Sith was a dark movie, so that meant a few main characters would need to bite the dust. First up, Count Dooku, Palpatine's previous apprentice and founder of the Separatist movement. Dock believed that he would rule the galaxy by his master's side once the Separatists won the Clone Wars. Unfortunately for him, his usefulness ran out once Palpatine decided to take Anakin Skywalker as his new apprentice, and the former Jedi met his end when he was decapitated by Anakin on Palpatine's urging.

Next, General Grievous, the commander of the Separatist's droid army. This was his first (and only live action) film appearance, but he didn't get to enjoy the spotlight for long. After escaping the Republic following the Battle of Coruscant, he was tracked to Utapau by Obi-Wan Kenobi, forcing him to break out those lightsaber skills Count Dooku taught him. Eventually their fight devolved into a classic brawl, and Obi-Wan was forced to use an "uncivilized" blaster to destroy the cyborg general.

Third, we have legendary Jedi badass Mace Windu, who was propelled into action in Revenge of the Sith when he went to arrest Chancellor Palpatine with three other Jedi Masters. Mace lasted much longer than his allies, and for a while, it looked like he would come out on top. Unfortunately, Anakin Skywalker fell victim to the dark side and chopped off Mace's lightsaber-wielding hand. Palpatine then blasted the Jedi Master with all the Force lightning he could muster, and to add insult to injury, he threw Mace off the building. Yeah, there's no coming back from that.

Finally, there was Padme Amidala, senator from Naboo and Anakin Skywalker's wife. After learning she was pregnant, Anakin was plagued by a vision of Padme dying, and he swore he would do whatever necessary to keep her safe. Sadly (and ironically), in the end he proved to be her undoing. After learning how Anakin slaughter younglings, Padme reunited with her husband on Mustafar to try to snap him back to his senses, but when he saw Obi-Wan had hitched a ride aboard her ship, he falsely believed she had betrayed him. Cue Force choke. Palme survived long enough to give birth to her twins, Luke and Leia, but with Anakin now in the dark side's clutches, she lost the will to live and soon passed away.

Adam Holmes
Senior Content Producer

Connoisseur of Marvel, DC, Star Wars, John Wick, MonsterVerse and Doctor Who lore, Adam is a Senior Content Producer at CinemaBlend. He started working for the site back in late 2014 writing exclusively comic book movie and TV-related articles, and along with branching out into other genres, he also made the jump to editing. Along with his writing and editing duties, as well as interviewing creative talent from time to time, he also oversees the assignment of movie-related features. He graduated from the University of Oregon with a degree in Journalism, and he’s been sourced numerous times on Wikipedia. He's aware he looks like Harry Potter and Clark Kent.