Director: George Lucas
As the Clone Wars near an end, the Sith Lord Darth Sidious steps out of the shadows, at which time Anakin succumbs to his emotions, becoming Darth Vader and putting his relationships with Obi-Wan and Padme at risk.
- Tux Akindoyeni (Agen Kolar)
- Coinneach Alexander (Whie Malreaux)
- Ross Beadman (Sors Bandeam)
- Silas Carson (Ki-Adi Mundi; Nute Gunray)
- Ben Cooke (Kit Fisto)
- Marton Csokas (voice of Poggle the Lesser) (previous film only)
- Nick Gillard (Cin Drallig)
- David Healey (Rune Haako)
- Pablo Helman (Pablo-Jill)
- Samuel L. Jackson (Mace Windu)
- Christopher Lee (Count Dooku)
- Jett Lucas (Zett Jukassa)
- Gervais Koffi (Koffi Arana)
- Temuera Morrison (Commander Gree/Clone Trooper)
- Kenji Oates (Saesee Tiin)
- Matt Sloan (Plo Koon)
- Bodie Taylor (Clone Trooper)
- Sandy Thompson (Rune Haako)
- Christopher Truswell (San Hill/Wat Tambor)
- Colin Ware (Lushros Dofine)
- Marty Wetherill (Passel Argente)
- Matthew Wood (voice of General Grievous)
- Amy Allen (Aayla Secura)
- Nina Fallon/ Lily Nyamwasa (Stass Allie)
- Mousy McCallum (Bene)
- Natalie Portman (Padmé Amidala)
- Orli Shoshan (Shaak Ti) (two deleted scenes)
- Dominique Chionchio (Olana Chion)
- Fay David (Luminara Unduli)
- The volcanic world of Mustafar was designed to look like George Lucas's vision of hell.
- The original cut of the film ran nearly four hours. The opening battle/Palpatine rescue alone ran over an hour. The extra footage of the Palpatine rescue scene is shown in the video game for this movie however.
- Ewan McGregor and Hayden Christensen trained for two months in fencing and fitness, in preparation for their epic battle. As a result of their practice, the speed in which Kenobi and Vader engage the duel (in the completed film) is the speed in which it was filmed, and was not digitally accelerated.
- A ten year old Han Solo was going to appear during the Battle of Kashyyyk, as an orphan being raised by Chewbacca. He would have helped locate General Grievous, by finding part of a transmitter droid that was sending signals from Utapau, allowing Obi-Wan to find and confront the villain. Solo's young adult years would later be covered in Solo: A Star Wars Story (2018).
- Christopher Lee filmed all of his scenes in two days. His filming schedule was moved up, to follow pick-up shots for The Lord of the Rings: The Return of the King (2003) in New Zealand. All of his scenes were shot in front of a bluescreen, because the General's Quarters set had not yet been built.
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