When last we left, long long ago, Anakin Skywalker and Obi Wan Kenobi had parted for the last time, as friends. Obi Wan was off to Utapau to look into the rumors of General Grievous's location, while Anakin was still stuck on Coruscant, not really doing much of anything except keeping and eye on Chancellor Palpatine, who is continuing to sow distrust of the Jedi in Anakin's heart. It hardly helps that the Jedi themselves are already planning to take over the Senate and depose the Chancellor, seemingly for benevolent reasons.
This has always been, for me, the most interesting part of Palpatine's plan for the Jedi. He is not going to conquer them directly; he is setting them up so they have only one move available, and all the while they believe they are the ones calling the shots, so when he springs the trap, it will be all the more stunning to them. Palpatine isn't just making up all that stuff about the Jedi not trusting him and planning to seize power: all of that is true. But Palpatine is also able to make Anakin believe in him and doubt the Jedi, which is made easier because the Jedi so clearly don't trust Anakin to begin with.
Ultimately, then, the Jedi downfall is their own fault. The hanged themselves; all Palpatine did was give them the rope.
To the actual movie. This is make-or-break stuff, here. Anakin is about to finally fall to one side, or the other. I'll be taking a bit of a different approach here: instead of detailed examination of the actual script, I'll just reference the script and quote it when I absolutely have to. But for the most part, I'm just going to lay out my various fixes, because for the most part...well, this is the part of this film that I'm having the most trouble with "fixing", because I've always greatly admired it and felt that George Lucas never really got enough credit for it.
So on we go. Mainly I'm going to be trying to highlight story beats that are there in the original film but are often missed (maybe because Lucas didn't highlight them strongly enough), and there is one story element that I would add, for reasons I get into below.
When last we left off, Obi Wan Kenobi was surging into battle against General Grievous, and lots of other battles were taking place as well. The Jedi Council was having a secret discussion as to what they would have to do about Chancellor Palpatine once the war is over, and Anakin – the most powerful of all Jedi – is just hanging around, taking messages to the Chancellor.
In the film, we cut from the Jedi Council talking to Anakin walking into the Chancellor's office. I'd make a small insertion here to draw out the contrast:
EXTERIOR: Space – Utapau – Battle Montage.
We tour five or six planets on which battle rages, with the JEDI leading CLONE TROOPERS into war. We see OBI WAN, PLO KOON, and others in action, ending with YODA.
Sudden cut to:
INTERIOR: Coruscant – Night – Palpatine's office.
ANAKIN stands in a corridor between PALPATINE's main ceremonial office and his smaller office where PALPATINE sits at a computer desk, studying maps as he confers with COUNCILLORS via hologram. ANAKIN can't quite hear what is being discussed, and he clearly struggles with this obvious waste of his talents and time. He wanders from one large sculpture, and tries to look interested in a stone carving that dominates an entire wall.
PALPATINE: Yes, thank you.
The holograms fade.
ANAKIN breathes a sigh of relief as he finally joins the CHANCELLOR.
PALPATINE: My apologies, Anakin. Affairs of state aren't always adventurous.
ANAKIN: I bring news, Chancellor. The Council wants you to know that General Kenobi has engaged General Grievous.
PALPATINE: Ah. Well, let's both hope he is up to the challenge.
ANAKIN: He will be.
PALPATINE: I'm sure he will. His skills are well-known, after all. Still...a shame that the Council chooses to use their best warrior as a messenger. They could have sent a droid with that news. You should be out there, partaking in the great adventure!
ANAKIN: A Jedi doesn't crave adventure.
PALPATINE: No, I suppose not. After all, the Jedi are known for their avoidance of temptations. It's one of the things that keeps the people of the Galaxy from ever really trusting them. Fortunately you have managed to avoid falling into that trap.
ANAKIN: I don't know what you mean....
PALPATINE: Yes, you do. There are things in your heart other than being a Jedi and focusing all your attention on the Force. You don't see the Force the way the Jedi do, Anakin. You see the Force as a tool to do things...great things...things that will help the ones you love.
ANAKIN: I should return to the Council.
PALPATINE also rises.
PALPATINE: Have you thought about what I told you? About the ability to stave off death?
ANAKIN: It's impossible. It's...not the way of things.
PALPATINE: Who is to say the way of things? The Jedi, with their focus on only one aspect of the Force? Anakin...let me help you.
The words hang there. PALPATINE stares at ANAKIN, refusing to back down. He's committed now.
ANAKIN: How can you help me? You can't teach me this power.
PALPATINE: I can help you find it.
ANAKIN is slowly beginning to realize as they move into the dark corridor, the one with the stone carving. PALPATINE begins to slowly circle ANAKIN as he talks.
PALPATINE: You live in fear, Anakin. You live in fear that the ones you love will die and you will be powerless to stop it. But you needn't be powerless. There is greater power in the Dark Side of the Force than anyone can possibly imagine.
ANAKIN: Dark side? How do you know of the Dark Side?
PALPATINE: I had a mentor too, once. He took a curious young boy and taught him many, many things. After he died I continued learning. If one is to understand the great mystery, one must study all its aspects, not just the narrow and dogmatic view of the Jedi. Think how useful my knowledge would have been to you earlier...your arm might not be that of a droid...your mother might still be alive.
ANAKIN: I couldn't have saved Mother....
PALPATINE: You know you could have. And you know you can save Padme, if only you are powerful enough. And you never will be, unless you become my young apprentice.
PALPATINE: The Jedi will never let you achieve your true potential. You must know this. Your destiny lies upon a different path. Join me, Anakin. Join me and I shall complete your training. You will wield the power of the Force in greater measure than anyone in history. Learn the Dark Side--
ANAKIN ignites his lightsaber.
ANAKIN: No! Stay away from me. You're a Sith Lord – no, you're THE Sith Lord! Darth—what was it?
ANAKIN: I'll never join the Sith.
PALPATINE: Won't you?
Silence as ANAKIN holds his lightsaber blade up, in the ready-to-strike pose.
PALPATINE: Would you really strike? I am defenseless.
ANAKIN: A Jedi doesn't use the Force for attack....
PALPATINE: A lesson Count Dooku learned well, wouldn't you say?
ANAKIN raises his lightsaber.
PALPATINE: Think, Anakin. You know that things are amiss. Who has trusted you more, the Jedi? Or me? Who has taught you more? The Jedi? Or me? I would entrust you with power like you have never known, like no one has ever known. The Jedi use you as a message boy. Master Windu has never trusted you. You know this to be true.
PALPATINE: Your destiny does not lie with them. It lies with me. Search your feelings.
ANAKIN: I...I am a Jedi....
PALPATINE: You are angry.
ANAKIN: The Jedi don't give in to anger....
PALPATINE: I can feel your anger. It gives you focus. Makes you stronger.
ANAKIN stands there, his lightsaber up. PALPATINE returns his gaze. Then ANAKIN lowers his weapon and deactivates the blade.
ANAKIN: I won't kill you.
PALPATINE: But will you give me to the Jedi, knowing that they plan to take power? Knowing that I hold the key to saving Padme from the fate you know is coming for her? And what then? A pat on the shoulder? You still won't be a Master. You will still be on the outside, looking in. You will never be a Jedi, Anakin. Not truly. You know this.
PALPATINE sighs and turns to walk to his office.
PALPATINE: I will not flee. I have no need to flee. You must do what you feel is right, of course.
PALPATINE disappears into his office, leaving a clearly disturbed ANAKIN.
I change this scene to put a lot more emphasis on Anakin's growing sense of distrust of the Jedi, and his growing sense that they distrust him. But the whole way it plays out – the silence of the scene, the way Ian McDiarmid varies his voice to show when he's being the Chancellor and when he's letting it all hang out as a Sith Lord, and Anakin's confusion as to what to do – has always been one of my favorite things in this movie.
Next we cut to Obi Wan's battle with General Grievous, which I wouldn't change at all. It's great how it ends with Obi Wan using a blaster and then tossing the "uncivilized" weapon aside. But when we return to Coruscant, Anakin tells Mace Windu that Palpatine is a Sith Lord, and Windu orders Anakin to stay behind while he and some others go to arrest the Chancellor. This leads to a visually gorgeous scene as Anakin, waiting in the Jedi Council chamber, looks across the city to the building where Padme lives, and she looks back. His pain is evident, and he finally gives in and goes to try and assist Windu in such a way that will leave Palpatine alive to help Anakin save Padme.
It's here that I would make maybe the biggest changes:
(Just after Obi Wan's fight with Grievous)
INTERIOR: Coruscant – evening – PADME's apartment.
ANAKIN enters the apartment, looking for PADME. But she isn't there, and C-3PO greets him.
C-3PO: Oh! Master Anakin. It is good to see you.
ANAKIN: Hello, 3PO. Is Padme here?
C-3PO: No, I'm afraid she isn't.
ANAKIN turns to leave.
C-3PO: But there is another visitor waiting for you.
ANAKIN turns to see MACE WINDU enter. His expression is grim.
ANAKIN: Master Windu!
WINDU: Skywalker. Interesting that you would come here, instead of back to the Temple.
ANAKIN: I...I had business with the Senator.
WINDU: You're a Jedi. There is nothing pertaining to Senator Amidala which falls under the mandate of your current assignment. But you're not here for official business, are you? Or Jedi business.
ANAKIN is caught, and he knows it.
WINDU: Attachment is forbidden by the Jedi code. Did you really think we wouldn't find out about your marriage?
ANAKIN: Master...I have news...about the Chancellor.
WINDU: The Chancellor will no longer be an issue. Master Kenobi has destroyed General Grievous, and the Separatist forces are falling apart on all remaining fronts. The war is as good as over. Now, the Jedi and I will force the Chancellor to step down.
ANAKIN: Master, you must listen to me!
WINDU: I never trusted you, Skywalker. I allowed Yoda to talk me into allowing your entry into the Jedi Order. I should never have done that, but I can atone for that mistake now. You are hereby expelled from the Jedi. Your rank is stripped, and until the Council can deliberate on your permanent status, you are under house arrest.
ANAKIN: Master, no!
ANAKIN starts to reach for his lightsaber, but WINDU raises his hand, and ANAKIN's lightsaber flies from his belt to WINDU's hand. Then WINDU snaps his fingers, and three JEDI enter.
WINDU: Keep him here.
WINDU starts toward the exit.
ANAKIN: You can't take on the Chancellor!
WINDU looks at ANAKIN one last time, and then leaves, without another word. ANAKIN remains behind as the three JEDI each take up position at one of the exits.
And...we're going to leave off there. I had set this up earlier, though; it seems to me that Mace Windu learning of Anakin's secret marriage would be the perfect thing to make him act on his distrust for the young Jedi, and it's that lack of trust that plays a huge role in Anakin's tipping over the brink into Darkness. Plus, Windu's refusal to listen to Anakin's attempts to warn him about the Chancellor play into the tragic fall of the Jedi, adding to the many, many ways their doom is self-inflicted.
I'd keep going, but this entry is pretty long, and the scene is about to unfold. So next time, Anakin finally fulfills his destiny, to the unfortunate chagrin of all concerned. Tune in, Star Warriors!