The sleek Naboo Skiff lands on the Mustafar landing platform near Anakin's starfighter. Anakin runs up to the Skiff as the ramp lowers. Padme runs to him.

Anakin : Padme, I saw your ship . . .

They embrace.

Padme : Oh, Anakin!
Anakin : It's all right, you're safe now. What are you doing out here?
Padme : I was so worried about you. Obi-Wan told me terrible things.
Anakin : What things?
Padme : He said you have turned to the dark side . . . that you killed younglings.
Anakin : Obi-Wan is trying to turn you against me.
Padme : He cares about us.
Anakin : Us??!
Padme : He knows . . . He wants to help you.
Anakin : Is Obi-Wan going to protect you? He can't ... he can't help you. He's not strong enough.
Padme : Anakin, all I want is your love.
Anakin : Love won't save you, Padme. Only my new powers can do that.
Padme : At what cost? You are a good person. Don't do this.
Anakin : I won't lose you the way I lost my mother! I've become more powerful than any Jedi has ever dreamed of and I've done it for you. To protect you.
Padme : Come away with me. Help me raise our child. Leave everything else behind while we still can.
Anakin : Don't you see, we don't have to run away anymore. I have brought peace to the Republic. I am more powerful than the Chancellor. I can overthrow him, and together you and I can rule the galaxy. Make things the way we want them to be.
Padme : I don't believe what I'm hearing . . . Obi-Wan was right. You've changed.
Anakin : I don't want to hear any more about Obi-Wan. The Jedi turned against me. Don't you turn against me.
Padme : I don't know you anymore. Anakin, you're breaking my heart. I'll never stop loving you, but you are going down a path I
can't follow.
Anakin : Because of Obi-Wan?
Padme : Because of what you've done . . . what you plan to do. Stop, stop now. Come back! I love you.
Anakin : (seeing Obi-Wan) Liar!

Padme turns around and. sees OBI-WAN standing in the doorway of the Naboo Cruiser.

Padme : No!
Anakin : You're with him. You've betrayed me! You brought him here to kill me!
Padme : NO! Anakin. I swear ... I ...

Anakin reaches out, and Padme grabs her throat as she starts to choke.

Obi-Wan : Let her go, Anakin.
Anakin : What have you and she been up to?
Obi-Wan : Let her go!

Anakin releases his grip on the unconscious PADME and she crumples to the ground.

Anakin : You turned her against me.
Obi-Wan : You have done that yourself.
Anakin : You will not take her from me.

Anakin throws off his cloak.

Obi-Wan : Your anger and your lust for power have already done that.

Obi-Wan flings off his cloak.

Obi-Wan : (continuing) You have allowed this Dark Lord to twist your mind until now . . . until now you have become the very thing you swore to destroy.

They circle each other until Obi-Wan is near Padme. He places his hand on her.

Anakin : Don't lecture me, Obi-Wan. I see through the lies of the Jedi. I do not fear the dark side as you do. I have brought peace, justice, freedom, and security to my new Empire.
Obi-Wan : Your new Empire?
Anakin : Don't make me kill you.
Obi-Wan : Anakin, my allegiance is to the Republic ... TO DEMOCRACY .
Anakin : If you're not with me, you're my enemy.
Obi-Wan : Only a Sith Lord deals in absolutes. I will do what I must.

(ignites his lightsaber)

ANAKIN: You will try.

Anakin ignites his lightsaber.

Anakin lashes out at Obi-Wan, and they begin a ferocious sword fight. Anakin throws containers at Obi-Wan using the Force.

They work their way off the landing platform and into the main entry hallway. Anakin kicks Obi-Wan, and Obi-Wan drops to a lower level.

R2 BEEPS his concern and rushes to the unconscious Padme's aid.

Anakin and Obi-Wan move their fight toward the main control center. As the laser swords fly, bits of the hallway are cut up. Obi-Wan and Anakin jump and use every trick in the Jedi book.

R2-D2, tries to drag Padme on board the Naboo Cruiser. C-3PO pokes his head out of the ship's doorway.

C-3PO: What are you doing? You're going to hurt her. Wait!!

C-3PO starts down the ramp.

View screens explode around Anakin and Obi-Wan as they work their way into the Control Room. The fighting is intense. Obi-Wan is on the defensive as he jumps up on the table view screen in the center of the room.
Anakin : Don't make me destroy you, Master. You're no match for the dark side.
Obi-Wan : I've heard that before, Anakin . . . but I never thought I'd hear it from you.
Anakin forces Obi-Wan back into the Conference Room where the quarters are much closer. Sparks fly everywhere. Anakin jumps onto the conference table. Obi-Wan slides across the table, knocking Anakin over. Obi-Wan grabs Anakin's lightsaber as he falls. Obi-Wan uses the Force to summon his dropped lightsaber. Anakin does the same.

The battle intensifies.

Obi-Wan : (continuing) The flaw of power is arrogance.

Obi-Wan stands looking at his former apprentice for a moment.

ANAKIN: You hesitate . . . the flaw of compassion.

Obi-Wan and Anakin lock sabers. Obi-Wan puts out his hand to use the Force to push Anakin away. Anakin puts out his hand to block Obi-Wan.
Both combatants are blasted backwards onto the control panels.
They regain their footing and the battle continues. Anakin kicks Obi-Wan away.
They battle around the room, and eventually the door to the exterior is knocked open. They continue battling out onto the balcony.
Anakin forces Obi-Wan down a narrow balcony outside the Control Room. He rips objects off the wall and throws them at Obi-Wan as he pushes him further and further along the walkway.
The balcony ends, and Obi-Wan is trapped. He looks over the balcony and into a river of lava.
Anakin cuts a piece of the balcony railing off, along with a control panel.
ALARMS SOUND, and a protective ray shield around the superstructure disappears. It tumbles into the molten abyss, disappearing in a puff of smoke. A small pipe connects the Control Center to the Main Collection Plant. Obi-Wan has no choice but to tightrope-walk out across the lava river while fighting Anakin .
Anakin , following Obi-Wan, jumps down onto the flexing pipe, lands, and resumes fighting.
Obi-Wan and Anakin work their way across the small pipe, fighting ferociously as they go. Obi-Wan slips, throws his lightsaber up in the air, grabs on to the pipe, swings around, grabs on to an upper pipe, retrieves his lightsaber, and lands back on the original pipe. They continue to fight across the pipe until they reach the Main Collection Plant.

C-3PO carefully lifts Padme into his arms. R2-D2 nervously looks on. BEEPING.

C-3PO: I am being careful. I've got a good hold on her, but . . . I'm worried about my back. I hope it's able to hold up under this weight.

C-3PO carries Padme into the Naboo Skiff.

From their cables, ANAKIN and Obi-Wan both spot something that causes them to stop fighting. The lava river ahead drops off in a tremendous lava fall.
SNAPPING AND METAL GROANS are heard as the main part of the collector starts to break away and move toward the lava fall. Obi-Wan looks around and sees a small floating platform making its way toward the tower.
Obi-Wan does a double hack-flip and lands squarely on the floating platform. He immediately leans to one side and moves away from the tower.
Anakin realizes he is doomed as the entire tower heads for the falls. In the distance he sees some CONSTRUCTION DROIDS. He swings back to the tower, climbs up and makes a running leap and miraculously lands on A WORKER DROID. The DROID is confused and chatters to his CO-WORKER. The giant collector goes over the lava flow and disappears in the mist of sparks below.
Obi-Wan heads for the bank of the lava river, but Anakin's DROID is faster. He catches up with his old Master.
Obi-Wan and Anakin continue the swordfight. T

Obi-Wan and Anakin continue the swordfight. They battle away, balancing on the tiny platform and puzzled Droid. Anakin , standing on the Droid, approaches Obi-Wan on the work platform.

Obi-Wan : I have failed you, Anakin. I was never able to teach you to think.

Anakin and Obi-Wan confront each other on the lava river.

Anakin : I should have known the Jedi were plotting to take over . . .
Obi-Wan : From the Sith!!! Anakin, Chancellor Palpatine is evil.
Anakin : From the Jedi point of view! From my point of view, the Jedi are evil.
Obi-Wan : Well, then you are lost!
Anakin : This is the end for you, My Master. I wish it were otherwise.

Anakin jumps and flips onto Obi-Wan's platform. The fighting continues again until Obi-Wan jumps toward the safety of the black sandy edge of the lava river. He yells at Anakin.

Obi-Wan n : It's over, Anakin. I have the high ground .
Anakin : You underestimate my power!
Obi-Wan : Don't try it.

Anakin follows, and Obi-Wan cuts his young apprentice at the knees, then cuts off his left arm in the blink of an eye. Anakin tumbles down the embankment and rolls to a stop near the edge of the lava.
Anakin struggles to pull himself up the embankment with his mechanical hand. His thin leather glove has been burned off. He keeps sliding down in the black sand.

Obi-Wan : (continuing) . . . You were the Chosen One! It was said that you would, destroy the Sith, not join them. It was you who would bring balance to the Force, not leave it in Darkness.

OBI-WAN picks up Anakin's light saber and begins to walk away. He stops and looks back.

Anakin : I hate you!
Obi-Wan : You were my brother, Anakin. I loved you.

Anakin's clothing blows into the lava river and ignites. Suddenly Anakin bursts into flames and starts SCREAMING.
Obi-Wan looks in horror as Anakin becomes engulfed in flames. Obi-Wan can't watch him as he struggles to climb the embankment, covered in flames.
He runs back to Padme's ship as Anakin drops, smoldering, near the top of the lava pit.
Obi-Wan makes his way to the SKIFF. He looks for Padme. C-3P0 sticks his head out the door of the SKIFF.

C-3PO: Master Kenobi! We have Miss Padme on board. Please, please hurry. We should leave this dreadful place.

Obi-Wan runs on board the Naboo Skiff.
Padme lies on a cot or bed inside the ship. OBI-WAN walks over and checks on her.

Padme: Obi-Wan? Is Anakin all right?

Obi-Wan looks at her sadly and does not answer. He brushes her hair back. Padme drops back into unconsciousness. R2 watches over her.
Obi-Wan rides in the co-pilot's station. He sits looking pensive. C-3P0 drives.
Anakin crawls up the bank, his body smoking. A shuttle flies overhead and lands.
An Imperial Shuttle closes its wings and settles on the highest of the Mustafar Landing Platforms. A platoon of Clone Troopers exits the craft, followed by Darth Sidious.
Darth Sidious walks in front of the Clone Troopers on his way to get to Anakin at the edge of the lava pit.

Darth Sidious discovers what remains of Anakin and checks him out. He turns to the CLONES.

Darth Sidious : Anakin! Anakin! There he is. He's still alive. Get a medical capsule, immediately.

Clone Captain: Yes sir. Right away.

Several of the clones rush off as Darth Sidious puts his hand on Anakin's forehead.