- The opening action sequence is largely retained, except from some little additions - Obi-Wan's alias of "Ben" is explained (to be used in Episode 4), Anakin and Obi-Wan's friendship and banter is enhanced, and Anakin reveals more darkness when beheading Dooku. Anakin also keeps Dooku's lightsaber as a trophy.
- Immediately upon crash landing on Coruscant, trouble brews as Mace Windu finds out that Anakin and Padme are lovers.
- Anakin's dream sequence is of Obi-Wan on Mustafar - of Obi-Wan killing him - instead of dreams of Padme dying. Anakin fears that Obi-Wan knows about his marriage, and he decides to come clean to his Master.
- Anakin - feeling relieved to have finally decided to come clean - is trapped into a surprise "intervention" with the Jedi Council, where he is kicked out of the Jedi Order. We see Anakin's dark side emerge once again, we feel the pain of Obi-Wan having to basically disown his adopted son, and we see that Anakin and Mace Windu really don't like each other very much.
- Anakin plans to just be a normal, working-class husband and father, "fixing things" that he has always excelled at. He makes Padme dinner to break the news, and we see how Padme is worried about the scandal - she is a Senator, he was a Jedi - but Anakin does not care. He just wants to be a family. We really see how close Anakin comes to just having a normal life here, before he gets swept up in epic events once again.
- Chancellor Palpatine calls on Anakin to be his head of security - Anakin converts Dooku's lightsaber (his having been confiscated by Obi-Wan when kicked out of the Jedi Order), the symbolism of using the weapon of a Sith for good obvious. Anakin is a believer in the Republic, and we see how Palpatine is seducing him to the Dark Side.
- Anakin is always at Palpatine's side, lurking in the shadows, while events unfold. Insurrection is about, both in the Senate and in the Jedi Order.
- Anakin's turn to the Dark Side happens off-screen, and the dramatic reveal occurs as Palpatine is being arrested by the Jedi. Anakin and Palpatine both fight the Jedi.
- Palpatine reveals his plan - set into motion long ago, when he used the Dark Side of the force to "create life." Anakin - the Divergence in the Force - the Chosen One, who will unite Dark and Light and bring balance to the Force - is central to his plan, and is in fact his "son," conceived by the midi-chlorians - the same midi-chlorians that were cloned to create the clone army. The clones are his many brothers, and will bend to his will even across the emptiness of space. Anakin - not some strange Order 66 - is the commanding force behind the slaughter of the Jedi, and this sequence is quite emotional because it is our hero who is killing all of the Jedi. Not because of revenge, or anger - but because he believes in the Republic, and feels it is under threat of the Jedi.
- The rest of the film is mostly intact, now that Anakin's motives for turning to the Dark Side are due to him being a "believer" rather than for selfish and stupid reasons. Padme gives up Anakin's location on Mustafar to Obi-Wan - she is a believer as well, and does what she must - and does not go there. Anakin begins to second-guess his decision, discovering that Palpatine has been behind everything, but every time he comes close to doing the right thing, events slam him in the face once again (like a Naboo cruiser arriving, assuming it's Padme, and it ends up being Obi-Wan there to kill him) and he can only conclude that staying loyal to Palpatine and the Republic is the right thing to do. The fight on Mustafar is between Jedi and Sith - blue lightsaber and red - and ends with Obi-Wan stabbing Anakin through the heart and killing him (instead of letting him burn to death in horrible pain). Anakin's last words to Obi-Wan are to protect his child from Palpatine - he knows he's been manipulated, and the Sith will want his child - which sets up interesting underlying motives for Darth Vader through Episodes 4-6.
- The loose ends are tied up much better. Padme does not die, but retreats to Alderaan with her Senator friend (and potential lover) and Leia. Yoda knows that there are twins, but Obi-Wan does not, arriving to find Luke waiting for his care. This is much more consistent with the original trilogy, where it seemed that Obi-Wan did not know "there is another" even when he was a ghost and united with the Force. Vader is much more concerned with the Republic being safe than anything else. And, a nice little extra is the computer breast-plate is explained as his electronic heart, than just a little costume enhancement.
This was the most extensive edit, but I think it works much better and provides alot of depth and meat for the entire series. Hope you enjoy it.
