From Poisoned Apples to Annoying Oranges: An Essay on the Birth and Death of Animation (Page II) (1930's-1959)

A Puppet and a Concert Feature...

When it comes to success in virtually any medium, sometimes the glory and praise can go to your head.  The more praise each animator received for their work on Snow White and the Seven Dwarfs, the more these animators began to shirk off challenges and what it truly meant to become a true animator.  By 1938, as audiences flocked to see their masterpiece, Walt Disney and his staff set out to work on their next sleight of animated films, they had found the next project they knew they could work with (as they were struggling with making Bambi work).  They used the story created by a man in Italy who was dubbed Carlo Collodi, which told the story of a wooden puppet who wanted to become a real boy.  But the actually written book of Collodi's was very little like the finished product.  The lead was an arrogant, disobedient, class clown who struggled constantly with doing what was right and wrong.  And as the success of Snow White went to their heads, work on Pinocchio was stalled constantly by differing points of view and the overall unlikeablity of their main character.  With his next project in shambles, Walt personally stepped in and threw away virtually the entire film (a trend that would continue at the studio for many years), and forced his animators to start from scratch.  This included a complete overhaul of the character of Pinocchio, who was changed into a wide-eyed and curious innocent who was too naive to understand the dangers that lurked right in front of him.  But the most important addition came, coincidentally, by a subtraction.

Animator Ward Kimball, who was an animator on Snow White, had animated a scene in the film of the dwarfs eating their first meal with the princess.  But when Walt decided to delete the scene, a crestfallen Kimball considered leaving the studio.  But Walt came back to him to become the supervising animator on one of the most important characters in this film (who was ironically one of the least important in Collodi's original story).  The character of Jiminy Cricket proved to be so integral to the plot of the film, that Walt knew no mere vocal actor could provide a voice adequate enough.  In stepped in Cliff "Ukulele Ike"Edwards, the first real celebrity cast into a Disney Film.  Edwards, unlike many of his peers prior to the 1980's, was immediately entranced by the concept of animation and took the role of Pinocchio's conscience and ran with it.

Pinocchio would prove to be one of Walt's most ambitious films.  Many elements not explored in Snow White were now being fully realized.  Some animation fans seem to forget that animators today have thousands of reference pages to figure out how to animate things.  But the original animators had to learn how to animate even the most simple of things, such as waves in the water, the movements of joints, how a marionette would move, and how a person or cricket would move underwater.  Walt spared no expense to try to outdo his and his staffs efforts in Snow White and it clearly showed throughout the film.  The film was also the key stepping stone for the group that would later become known as "The Nine Old Men".  While still young and eager, these animators were slowly becoming the keys to the animation department.  While Ward Kimball would animate Jiminy Cricket, fellow animators Frank Thomas and Milt Kahl would help animate Pinocchio himself and Wolfgang Reitherman would animate the vicious Monstro the Whale.

Monstro himself would require extensive experimentation with new sounds for the film.  Before there was a cataloged sound bank for animators and editors to use, these animators would have to recreate the sounds with whatever was available to them.  For instance, with the shoes worn by the Seven Dwarfs, one of the sound designers discovered a humorous idea to bend an old leather wallet back and forth.  For this film, Disney Animators knew that they would need new sounds to better make the things in the film believable.  For example, a harpsichord was brought in to convey the sounds of the Blue Fairy's enchanted entrances and exits throughout scenes in the film.  Whistles, pans, and various other household objects would be used to better reflect the cartoonish realism that the animators hoped to bring out of their drawings.

Leigh Harline and Ned Washington were behind the films music, while Paul Smith was brought in to work with Harline on the film's score.  The films songs, like the songs in Snow White, were meant to carry the picture in a way no one had thought of prior (remember that Rodgers and Hammerstein would not find success until 1942).  The most memorable song from the film is "When You Wish Upon a Star" which has since become one of the most acclaimed songs in film history and has since become the anthem of the Disney Studio.

Pinocchio is regarded by many (including myself) as the most technically perfect animated film in history.  The richness applied to each and every frame shows even 76 years later.  The film is constantly referred to for it's experimentation in all sorts of animation circles and is heralded as a milestone in the history of the medium.  It was the first animated film to win the Academy Award for Best Original Song and Best Score, setting a precedence the company would try to strive for for many years to come.  Yet despite the absolute adoration from critics, the film was an immense box office failure in 1940, failing to profit on it's $2,300,000 budget.  This was due to the outbreak of World War II in Europe cutting off a vital overseas market for the studio to draw on, despite earning over one million dollars in the domestic market.  Pinocchio would also regrettably start a trend that Disney Films would suffer through throughout the 1940's, losing the studio more money than they could have possibly imagined.

By 1936, the popularity of Mickey Mouse had fallen behind the likes of Popeye the Sailor, the Looney Toons, and even his own fellow Disney property, Donald Duck.  This prompted Walt to begin planning an extravagant Silly Symphony for Mickey to make a return to popularity.  Unlike other Silly Symphonies, this film would have no dialogue and would be carried entirely on an orchestral piece of music and the sweeping animation.  Using the score behind Paul Duka's classical piece, "The Sorcerer's Apprentice" Walt began to pour Snow White's profits into the short.  But as the cost quickly became too much for an animated short to recoup, Walt and his brother Roy shrugged and decided to make numerous musically inclined shorts into one massive production.  The animators planned out more than a dozen pieces of music, ultimately shortening it to eight pieces with their own various animated events taking place within.  The pieces included the works of Bach, Tchaikovsky, Stravinsky, Mussorgsky, and Beethoven and would cover the entire spectrum of music.

The Philadelphia Orchestra was brought in, along with conductor Leopold Stokowski to record the sweeping orchestral scores needed for "The Concert Feature" as it was being dubbed.  Numerous scheduling issues occurred between Walt and Stokowski, with the former being occupied with Pinocchio and other animated projects, but with both of them passionate about this film being as perfect as possible, the two marched along in the production.  In fact, Stokowski was so passionate about the film, that he was the one to suggest the name Fantasia.

In order to make Fantasia as realistic a concert going experience as possible, Walt and Roy contacted RCA with the hopes of creating a sound system that would make it sound as though the orchestra was actually playing for the audiences.  With financial backing from the studio, Walt's engineers and RCA head David Sarnoff would create "Fantasound" a pioneering stereophonic surround sound system which unknowingly innovated many of the processes used nowadays, including simultaneous multi-track recording, overdubbing, and noise reduction.

Fantasia was completed in the Fall of 1940, but like Pinocchio before it, it was a failure at the box office.  However, unlike Pinocchio, the film was not as warmly received as one would believe.  It would take many years to garner the critical praise it deserved.

"That Cat and Mouse Cartoon"...

While the outbreak of World War II hindered Disney's creation of his full-length animated films, animated shorts thrived in this era of doubt and fear as they had in the Depression.  While the Looney Toons and Popeye were still the top drawers of Warner Bros. and Paramount respectively, the only major distributor without a cartoon team was MGM.  Throughout the late 1930's, the studio was experimenting with their own animation department.  One such short was directed and animated by two animators: William Hanna and Joseph Barbera.  These two would create the short "Puss Gets the Boot", in which a cat and a mouse do battle over whether or not the cat deserved to be kicked out of his house by an impatient owner.  While not officially named as such yet, these two characters, Jasper and Jinx, would ultimately become the two masters of slapstick in the history of animation.

Despite premature judgments that the immensely popular short could not compete with the Looney Toons, Hanna and Barbera would spearhead the campaign to turn them into a series involving the never ending struggle between a cat and a mouse.  Within time, "Tom and Jerry" would become the most beloved cartoon series of the lot.  With a repetitive but easily interchangeable formula, the battles between the arrogant yet clumsy Tom and his rival Jerry Mouse were quickly becoming the stuff of legends.  With humor ranging from brutally painful injuries, to explosions, to referential humor, this comedic marvel would delight audiences for generations in numerous reincarnations over the years, though the original cartoons remain the most beloved and acclaimed.  In fact, for seven successive years, a Tom and Jerry short would win the Academy Award for Best Animated Short, forever breaking the string of success Disney had had prior.

Disney's Delight and Despair


Box office failures was not the only thing worrying Walt Disney in the early 1940's.  The unionization of Hollywood finally reached the animation departments in the form of the Screen Cartoonists Guild.  Led by union organizer Herbert Sorrell, they began to target the animators in Hollywood to ensure that all animators were properly represented.  Max Fleischer had already lost a battle with the unions, but Sorrell knew the biggest prize in the pool was Walt Disney Productions.

Walt was adamant that he would not unionize without the consent of his animators, or "my boys" as he called them.  When Sorrell refused to wait, he led almost half of the studio on strike, including one of Walt's most trusted animators, Art Babbitt.  The strike delayed the productions of both Dumbo and Bambi and hindered the more loyal animators efforts to complete those films.  The strike lasted for five weeks until Walt ultimately conceded and allowed his animators to unionize.  But when many of the triumphant animators went to work the next day, they found themselves without jobs.  Walt had fired many of them, including Babbitt, who tried to sue his way back into a job, but ultimately left the studio and took another job.  This feud between once good friends would last until Babbitt was on his last days in the early 1990's.
The strike had left a significant impact on Walt, whom had always looked at his animators as his family.  But with their "Bolshevik" ways, Walt would never have the kind of intimate relationship with his animators again, and it even wiped away his passion for animation, which would drift later on in his life.  It left his staff running on fumes as they struggled to complete their fourth animated movie, Dumbo.  Unlike Pinocchio and Fantasia, which were viewed as pioneering achievements in the art of animation, this film in particular was a simplistic yet emotionally riveting journey of an elephant looking to get accepted by his circus despite having abnormally large ears.

The film's heart was it's emotions, with many tear-jerking moments that would make even adult men cry.  The result was a smash success that Disney was relieved to have had.  The film made a profit on it's otherwise minimal budget of $950,000.  The film was so popular in the Fall of 1941, that Time Magazine planned to make Dumbo himself the cover of their magazine for December 1941.  But a few weeks later, with the Japanese attack on Pearl Harbor, everything in America changed.  With America now involved in the war, U.S. Army personnel installed at the Disney Studios and what little money Walt had now being steered towards the war effort, all the success around the release of Dumbo was muted.

Despite the exhausted monetary and space constrictions imposed on the studio, Walt and his staff were allowed to complete work on his next pet project, Bambi.  Unlike Dumbo, this film was another vital step to the completion of the evolution of Walt's team.  Work had begun on this film during the completion of Snow White, but complications arose from Walt's desire to make the film as realistic as possible.  This resulted in the film taking a heavy naturalistic tone in it's art style.  The contrast between the deer that help Snow White clean the Dwarfs cottage and Bambi here are so stark that it's almost mind-boggling that this was made five years prior.  This kind of study involved studying films of wild deer in the forests, bringing in two fawns (appropriately named Bambi and Faline) to study, and also going out into the woods to see deer firsthand.

But the realism covered the entire film and not just the animals.  Everything from the trees in the forest, the babbling brooks, even raindrops.  This was due to the master work of animator Tyrus Wong.  Wong had been hired by Walt after showing him some impressionistic paintings of the woods.  His backgrounds were so stylized, he was named the art director of the film, allowing him to use his personal style of more detailed animation in the center of the frame, drawing more attention to the film.

Bambi was released during the heart of the African and Pacific theaters of the war, and like Pinocchio and Fantasia had failed to garner a profit.  Once again, Walt was left in a dire predicament, and he was losing more and more artists to the draft.  He would need a serious miracle to save his business.

The Best of Times and The Worst of Times...

Patriotism often brings out the worst in people, no matter the era.  It sees your country as infallible and immune from flaw.  This kind of "Blind Patriotism" is something I personally despise, as it hinders everything the Bill of Rights protected.  No greater could the flaws of this era (be it at war or not) be seen than in the cartoons released during the war effort.  All animation studios in Hollywood were conscripted to create training cartoons alongside morale boosting propaganda and even racially insensitive cartoons.  To be fair to these times, this was all drawn towards America's ever heightening hatred towards both the Japanese and the Nazis.  All cartoons from the Looney Toons, Popeye, and Disney were all being used to create cartoons to make the enemy look like barbaric and incompetent buffoons or savage monsters.  While many of these cartoons are almost impossible to find, some of the studios have found the courage to release these shorts with commentary about the time and what the government and animators wanted to show the public as the war raged across the globe.  Some of these cartoons were actually praised, one in particular being "Der Furhers Face", a cartoon starring Donald Duck in Nazi Germany.  It spawned a hit song and even won the Oscar in 1943.

But not all of the cartoons made around this time were morale boosting propaganda.  In an era where America was not yet ready for the end of segregation, we saw some of the worst cartoons of racial insensitivity in the history of the medium.  In fact, these cartoons were so horrifically racist towards African Americans and other races, that in 1968, eleven of these cartoons were placed on a list known as the Censored Eleven.  While most of the cartoons on the list were Looney Toons cartoons, many of the other studios have also pulled back on some of their cartoons.  One of the most famous Tom and Jerry cartoons, The Little Orphan, has been removed from TV due to complaining due to the "insensitivity" about Mammy Two Shoes" who was a black woman and also Tom's original owner.  In fact, most of the original "Mammy Two Shoes" cartoons were pulled from circulation in the 1960's and have been almost impossible to see unless you own the DVDs.

But by far the most headscratching of bans and hiding from public view came from what should be acclaimed as one of the biggest achievements in the history of animation.  In 1946, after years of wading in mediocrity at the studio, Disney released Song of the South, a hybrid film combining actual human actors with animated backgrounds and characters.  The usage of live actors was now allowing Walt and his brother some breathing room and enabled them to have more money to do with what they needed for the studio.

The film takes place in the Reconstruction era in American history on a former plantation.  The racism towards the likes of Uncle Remus (the main black actor in the film), was not necessarily justified but instead understandable as the South was still a very repressive place in the 1870's.  But the insensitivity is not nearly as gruesome as in Gone With the Wind, which is praised as a great American classic.  But the backlash from the NAACP and many African American communities was enough for Disney to pull the film from American homes and theaters in the 1980's and has seen zero traction of being available in the US anytime soon.  But racism is far from this film's biggest crime.  The film, with the exception of the animated bits, which are perfectly fine, is a bit of a bore, and that is why I can not say I will give this film a positive review when the review comes out.  Nevertheless, the film was a success at the box office and allowed Disney to keep treading water.

The Era of Change...


World War II had certainly hindered the progress animation had been making in the 1930's.  But the medium had survived through the likes of classic shorts from the Looney Toons and Tom and Jerry among others.  As the war ended, these shorts were still revered and beloved by children and adults of all ages.  But as the 1940's began to draw to an end, the medium that had once been seen as ever-expanding was beginning to show signs of recession.  The 7-8 minute shorts, while still popular, were starting to rise in costs once more and the receipts that films were getting fluctuated with the year, prompting many studios to begin to cut down their departments to it's barest essentials.  But while the cartoon shorts made for theaters began to die out, cartoons would find solace in a new medium: television.

Many of the animators who had lost their jobs during the 1941 strike had taken it upon themselves to start up their own animation company.  United Productions of America (or UPA), had moved away from the strict realism of the Disney studio and had animators should be allowed to freely design any character in any shape or volume they wanted.  UPA was the pioneer of this, creating cartoons and shows such as Mr. Magoo and Gerald McBoing Boing, which utilized this new style.  This style would be evocative of the decade of the 1950's, as Hanna Barbera and Disney would also follow in suit.

Disney in particular had taken advantage of the public's taste for the newer and broadened scope of animation, allowing stylists like Mary Blair to animate things such as "Once Upon a Wintertime" and "Johnny Appleseed" in their Package Project film, Melody Time.  Blair would go on to animate for the more important Disney films in the 1950's, but her art style was heavily compromised in her finished products.

Throughout the 1940's, in order to keep the studio afloat, Disney had created a sleight of "Package Projects" which were elongated or basic shorts of projects the studio did not have the time nor the money to experiment with.  For example, The Wind in the Willows, Jack and the Beanstalk, Bongo, and The Legend of Sleepy Hollow were all planned to be their own feature length films, but were packaged together as shorts to create the films Fun and Fancy Free and The Adventures of Ichabod and Mr. Toad.  The problem was that while these films were well received by critics, they did not make the profits Disney was in serious need of.  Despite re-releases of Pinocchio, Snow White and the Seven Dwarfs, and Bambi being successful, they did not recoup the serious amount of debt Disney had incurred by the late 1940's.  Walt needed money in order to reboot his animation department.  The result was a return to the fairy tale with his twelfth animated film, Cinderella.

Cinderella made great use out of the ink lines that Walt had always loved in his earlier work.  Unlike the clearly definable lines in the works of UPA and Warner Bros., the ink lines in this film are so beautiful, they transcend the boundaries and actually let us feel as though we'd been brought into this fantasy world created for us.  The result was Disney's biggest box office hit since Snow White, earning the film about $7 million dollars in revenue and helped the studio recover from it's depression in the 1940's.

Cinderella's immense success prompted Walt to unleash his next sleight of animated films into the market.  Alice in Wonderland, Peter Pan, and Lady and the Tramp were released to varying degrees of success, with Lady and the Tramp being the most successful of the three commercially and critically.  But unlike with the previous films Disney had worked on, something had changed about these three in particular.  Walt was no longer heavily involved in the animation department.  His interests in his studio were drifting.  Walt had become a pioneer in television, creating shows like "Mickey Mouse Club", "Davy Crockett" and the "Disneyland" anthology series.  Not only that, but he was hard at work on the construction of Disneyland Park in Southern California and had greater interest in his live action projects, including a nature series and films like Treasure Island, Old Yeller, and 20,000 Leagues Under the Sea.  But it wasn't as though Walt did not trust his animation team.  Instead, he knew he could trust them more than ever and let them be for most of the decade.

The Nine Old Men and the 12 Basic Principles of Animation

As the older animators at Disney either retired or left after the strike, a core of animators had taken virtually complete control of the studio.  These men had learned from these old masters and were now set to revolutionize the art form and set the standard by which most animators strive to follow.  Ward Kimball, Les Clark, Eric Larson, John Lounsbery, Wolfgang Reitherman, Frank Thomas, Ollie Johnston, Milt Kahl, and Marc Davis were dubbed by Disney himself as "The Nine Old Men".  These animators were trained in a variety of things needed in films, but most often found niches that they would become comfortable with.  Frank Thomas and Ollie Johnston, being lifelong friends, were often paired together to animate, and their talents led to the creations of many of Disney's best characters, including Ichabod Crane, among others.  Ward Kimball, being more of an eccentric, was given many of the slapstick characters in the films, including the mice in Cinderella and the Mad Hatter and Cheshire Cat in Alice in Wonderland.  Wolfgang Reitherman was the adventurous type and was often given directorial jobs, drafting many of the most exciting scenes in films released during this era.  Milt Kahl and Marc Davis were heralded as the top dogs in drafting characters, that those two would often be forced to animate on characters few else wanted to.  For example, in the next film Sleeping Beauty, Marc Davis was given the task of animating both the characters of Princess Aurora and the evil fairy Maleficent.  Kahl, meanwhile, was given the thankless task of animating Prince Phillip.  But while Kahl was less than enthralled about his tasks, Davis was often moved around between multiple jobs until ultimately leaving the feature animation department to work on animating the animatronics Walt needed in Disneyland.

Many years after their work at Disney was complete, Johnston and Thomas wrote and published animation anthologies that described exactly how they did what they did in their earlier days, even updating the book in 1999.  In these books, the animators went in depth on a major talking point in the medium even to this day: The 12 Basic Principles of Animation.  The purpose of these principles was to produce an illusion of characters adhering to the basic laws of physics, while also delving into the more subtle things like emotional timing and character appeal.  The 12 Principles are as follows:

1. Squash and Stretch - The most important principle.  Defined as the purpose of giving a sense of weight and flexibility to drawn characters.  In cartoon animation, a figure stretched and squashed to an exaggerated degree is viewed as comical.  But in feature animation, the key is that the figure or object's volume is NOT changed when stretched or squashed.

2. Anticipation - Anticipation is used to prepare the audience for action, and to make the action appear more realistic (IE, a golfer raising his club back before stroking, or a dancer bending her knees before jumping).  In animation, it is used for these purposes along with more cinematic purposes like a character looking off screen to anticipate the arrival of a new character.

3. Staging - The purpose of Staging is to direct the audience's full attention and make it clear what is of great importance in a scene.  A close up on a face (such as the infamous glare of Lady Tremaine), the usage of light and shadows in a scene, and position of the "camera".

4. Straight Ahead Action and Pose to Pose - While often categorized in schools as two separate entities, these two are often incorporated into the same scenes.  Straight Ahead Action is animating a complete frame of animation, which allows for more fluid, dynamic illusion of motion and is best used in actions scenes.  Pose to Pose, on the other hand, involves animating the most important details in a frame and moving on to complete the animation later.  Pose to Pose is best used in dramatic or emotional scenes, as you are able to keep your focus more on the characters and less on the action.

5. Follow Through and Overlapping Action - Like #4, these two are two entities often combined into one lesson, as both focus on the laws of inertia and physics.  Follow Through focuses on the continuation of movement despite the object having seized it's initial voluntary or involuntary movement (stopping yourself from running off a cliff does not stop your weight from trying to push you forward).  Overlapping Action is the actual tendency of parts of the body to move at separate rates.  As with #1, the more exaggerated the movement, the more comical it is viewed by the audience.

6. Slow in and Slow Out - As in the real world, human and animal movements require time to both accelerate and slow down.  In order to make the illusion more realistic, a scene uses more frames of animation at the beginning and end of every movement, with less being given towards the in between moments (such as a sword swing).

7. Arc - Most natural action tends to follow an arched trajectory, and animation should adhere to this principle by following the arcs for greater realism.  The Arc is used in sketching a scene or a character if that character happens to have their head or another body part in an unusual position.

8. Secondary Actions - Adding more Secondary Actions to a scene allows the audience to believe in the scene more.  If a character is running, they would likely be waving their arms or their head would bounce as their body moved.  Ignoring this principle of movement and physics makes a scene much less believable.

9. Timing - Timing refers to the number of drawings and frames for a given action, which translates to the speed of the film.  The more frames used to illustrate a scene, the more slowly the action takes place on screen.  Timing is also essential in for establishing a character's mood, emotion, and reaction.

10. Exaggeration - The more realistic looking the character or scene, the more static and dull the cartoon looks.  That is why animators for decades have employed Exaggeration to allow a film or scene to look only as realistic as needed.  A film like Alice in Wonderland requires greater exaggeration than a film like Bambi.  Exaggeration can range from a simple facial contortion to an explosion of magic.

11. Solid Drawing - The principle of Solid Drawing means taking into account forms of three-dimensional space, basically giving an drawing greater volume and weight.  This requires an animator to be skilled in determining the weight, shadows cast, and anatomy of a drawing.  An animator with no knowledge of depth and three-dimensional space will never achieve the greatness of his peers (this is something I will heavily criticize when I talk about flash animation in a later paragraph).

12. Appeal - All of the knowledge of realism, dimensional space, and staging will mean nothing if the drawing does not Appeal to the audience.  An audience needs to run the gambit of emotions as they watch your animation, from revulsion, to joy, to sorrow, to anger, to fear.  A villain can be just as appealing (if not sometimes more appealing) than the hero, as is the case in Sleeping Beauty.  The important thing with regards to Appeal is that the viewer feels that the character is real and interesting.


The 12 Principles would be put to the ultimate test as the 1950's drew to a close and the animators worked tirelessly on their sixteenth animated film, Sleeping Beauty.  In order to make this new Fairy Tale stand out in comparison to earlier works like Snow White and Cinderella, Walt assigned Eyvind Earle to be the art director of the film.  Earle's ambitious look at the unicorn tapestries that covered medieval art and sculptures would shape the dramatic art styles needed for this serious undertaking.  But while Earle was backed heavily by an increasingly diverted Walt, his animators began to rebel for a few reasons.  First and foremost, many of the color designs Earle had selected (particularly with the Three Good Fairies), had given their dresses black blouses, anchoring them to the ground in their scenes masquerading as mortal woman.  Secondly, because Earle's backgrounds were so stylized, they detracted attention from the characters on screen, violating one of the Principles.  Nevertheless, Walt backed Earle throughout his tenure at the studio.

The massively detailed drawings used in the film would require a larger film prints than usual.  All of the previous animated films utilized 35 millimeter prints to be projected in the most basic of movie theaters.  But in order for the full depth of the film to be realized, Walt decided to have the film distributed in 70 millimeter prints for Large Format Cinemas, in the traditions of the movie epics like Ben-Hur and Lawrence of Arabia.  The overall cost of the film was a staggering $6 million dollars, the most expensive project in the company's history and more than double the cost of Cinderella.  Sleeping Beauty premiered in 1959 to underwhelming critical responses and the film failed to turn a profit despite being the second highest grossing film of the year.  However, like Pinocchio and Fantasia, the film would gain severe momentum in later years and would be revered as one of the best in the mediums history.

The End of an Era...

Sleeping Beauty signaled the end of one of the best eras in the history of animation, but the feeling was not just a Disney matter.  Throughout Hollywood, by the end of the 1950's, the public's view of animation and film in general was beginning to shift.  As worldly events like the Cold War and the Civil Rights movement took precedence, the meaning behind escaping to theater became less important.  As a result, the larger scale film studios began to cut back budgets and even slashed their staff of workers.  Frustrated by MGM's lack of interest in retaining the animation studio, William Hanna and Joseph Barbera moved on from the studio and created their own studio, Hanna-Barbera, which would go on to produce an immense amount of cartoon shows that would have both an immensely positive and immensely negative impact on the next age of animation.

MGM passed along the production of Tom and Jerry cartoons throughout the next decade, resulting in the duo's fall from grace by the end of the 1960's.  The Looney Toons popularity would fluctuate over the next decade, losing immense popularity in theaters with the outbreak of television, but also thriving on the new medium.  The Popeye cartoons would follow a similar path to the Looney Toons, but would not receive the same love that their rivals would receive on television.

The failure of Sleeping Beauty forced Walt to make drastic changes in his animation studio.  More than half of his staff lost their jobs, forcing Walt to limit his team to it's barest essentials, relying more and more on the Nine Old Men and a few others for their work and less on the immense workers he'd had in the era.  As Walt looked to ways to create more animated films at a fraction of the cost, the result would, despite the best intentions, be one of the defining tropes of what many consider to be the darkest era in the history of animation.  The days of the beautiful ink lines and hand-painted animated films came to an abrupt ends along with the 1950's.  What lay ahead would be disaster for the medium, disaster that almost drowned the entire medium along with it.

From Poisoned Apples to Annoying Oranges: An Essay on the Birth and Death of Animation (Page I) (1800's-1937)

The Death of Animation?  Why on earth is this the title I've chosen to pick for this topic of discussion?  After all, hasn't Disney fully rebounded since the disastrous post-Renaissance years and hasn't Nickelodeon and Cartoon Network shown signs of life after years of ineptitude?  Isn't animation at a high point that is only comparable to it's inception years in the 1930's or more recently in the times of the most magical films ever such as Aladdin, Toy Story, The Land Before Time, etc.?

No.  No it's not.  Now this may be coming from someone who grew up in undoubtedly the most beloved age of Animation and may sound as though I am a crusty 21 year old curmudgeon who knew what "Real Art" was.  But the more I think about it, the more I offer my time to exploring what animation is showing us as a collective audience, with a few stark exceptions from both television (Steven Universe, Star vs The Forces of Evil, Adventure Time) and in film (Frozen, Inside Out), animation is in no better shape now than it was when I was ten and starting to drift from the medium I have come to love since I was born.  While I still find animation from my childhood as engaging and delightful as when I was a boy, I cannot seem to get into most of what has come about since I have reached what many call, "The Childhood Barrier".  Why is this?  Why can I not find much joy out of things from my childhood as I should be able to from this new age?  Is the content really as bad as I have led you all to believing, or is there something I'm missing?  In this essay, I will be trying to come to a conclusion on this question that has been bugging me for months now and will also be commenting and enlightening those who know little to nothing about the medium on exactly what the medium is, how much of our culture is built on it, and even how little they know was given to us through what was considered then as simple experiments.

What is Animation?  

Animation is the process of making the illusion of motion and change by means of rapid display of a sequence of static images that minimally differ from each other.  It is said that most animated films rely on the phi phenomenon, which is basically optical illusions that allow our eyes to see things that move that are actually stationary.  The art of allowing pictures to flow to one another to create a sequence has been around since the earliest days of art, though it has not been thoroughly explored until the 19th and 20th centuries.

Animation has rapidly evolved since it's initial phases.  Multiple forms of animation have surfaced over the decades, from what is considered by many to be "Traditional Animation", which utilizes pencils and paper, to more modern forms including "Stop Motion Animation" and "Computer Generated Imagery" or CGI for short.  These many forms of animation were used throughout films since the initial days of films, to create illusions and spectacles only visible to the imagination (such as vast armies of soldiers, horrific transformations, etc.).  Nowadays, there are commercials, video games, television shows, internet shows, and movies based on the medium that could only have been a pipe dream but one hundred years ago.

While animation has ranged from the simple and basic (such as the famous animation of the bouncing ball), to the idea of a beautiful ball gown appearing out of thin air around a hopeless maiden, the art form owes it's existence to all forms of art from the most basic cave men paintings to the best that Van Gogh and Da Vinci could muster.  Nothing in animation happens easily, nor does it happen overnight.  Imagine if you will, a school art project you have poured your heart and soul into since it was announced.  It takes you about a week or two to perfect the image and even then you can sometimes second guess yourself and try to make improvements.  Now, imagine pouring your heart and soul into about 26 of those, which only equates to about a second of film.  The sheer insanity that would bring out of even the most crazy of perfectionists would definitely not surprise me.

The Dawn of the Medium

Animation had been a fascinating concept to people for centuries prior to the 1900's.  Many inventions were created to better help people experience the illusions of movement aside from the standard hypnotic spirals.  These ranged from the practical kaleidoscope, to the more robust zoetrope, and even the simple flip book.  The limitations of these objects are obvious, but without these innovations in the medium, the art form we all subscribe to this day would not exist.

The true dawn of Animation as a viable source of entertainment began with the invention of the "cinematographe" in 1894 by the very founders of motion pictures, Auguste and Louis Lumiere.  The cinematographe was a camera, projector, and printer in one that allowed moving pictures to be shown successively and successfully on screen for any audience to enjoy.  This was expanded upon by a French schoolteacher named Charles-Emile Reynaud,  Instead of photographing multiple images and playing them about in succession, Reynaud drew the images onto the transparent slip that filled right in, allowing for the classic optical illusions to be formed.

Many are considered the fathers and founders of animation, and while men such as Chuck Jones and Walt Disney are praised as the innovators and masters of the art form, the true pioneer of American Animation was J. Stuart Blackton, who created the first American Animated Short Film called Humorous Phases of Funny Faces, which ran for about 3 minutes and consisted only of doodles on a chalkboard of a clown playing with a hat and a dog jumping through a hoop, drawn with chalk.  While not nearly as long or as captivating as what is made today, it was still an important milestone in the art form.

By the 1910's, animated shorts had garnered the name that has stuck with them since then: cartoons.  By then, animation was utilizes in many shorts and films made during the time.  Such fans of the medium included the famous Charlie Chaplin and many of the original filmmakers, who utilized the art form to make their films better and more believable.  But many were apprehensive to the idea of a film made entirely of animated films, and any hopes for the medium to achieve true enlightenment was put on hold with the advent of the First World War.  That war in particular was a largely important thing in the lives of future animation legends.  One man in particular was moved by what he saw serving as part of the Red Cross in France during the latest stages of the war that he became determined to break the boundaries animation had to offer.  This same young man was transfixed by recollections of the stories of Peter Pan, Snow White, the Little Mermaid, Cinderella, and Jack and the Beanstalk and himself even saw one of the first motion picture versions of the Brothers Grimm Fairie Tales as a teenager in 1916.  This man was named Walter Elias Disney.

A Man Named Walt


To say that Walt Disney was the sole reason for the successful rise of animation would be a bit of an overstatement.  In fact, Walt stopped animating on his own cartoons in the 1930's.  But as a business mastermind and a technological genius, few could compare to him.  Walt found little to no success in his films early on, finding whatever work in the medium he could after the war.  He attempted to form his own business in Kansas City called "Laugh-O-Grams", but when he could not turn enough of a profit, declared bankruptcy and moved out to California with only pocket change to his name and reunited with his brother and lifelong business partner Roy Disney.  There, in Burbank California, they formed the Disney Brothers Studio.  They would find success in animation the same way most did, combining it with live filmed action starring a little girl by the name of Virginia Davis.  The "Alice Comedies", which were loosely based off of Lewis Carroll's famous "Alice in Wonderland", were a financial success for Walt and Roy, allowing the two to begin to hire animators full time and sign their first contracts as filmmakers.

By the time the "Alice Comedies" faded into obscurity, Walt had already found his next star character.  With a cavalcade of animators whom would eventually go on to create their own characters (such as Ub Iwerks and the future Looney Tunes mastermind Friz Freleng), he envisioned the creation of a character by the name of Oswald the Lucky Rabbit.  As Oswald began to absorb the success Felix the Cat had previously had, Disney was starting to become relevant.  But as with most visionaries, the corporate slimeballs tried to bring them down.  This time, in the form of a man named Charles Mintz (which I think the Up spin on him being a villain is hilarious), who had tricked Walt into signing away his rights to Oswald and even attempted to buy off Walt's animators.  While many, including Freleng, were indeed bought off, Walt and Ub Iwerks left their contract and moved onto their next endeavor.  No longer would Walt create cartoons simply to make cartoons.  He would create animated films that would always push the very boundaries of the medium.  This would begin with the cartoon short "Steamboat Willie", his first animated film with synchronized sound and the official debut of a mouse named Mickey.  The cartoon's success found for Disney a longtime character to build around, and not just a cavalcade of characters.  From this point forward, Walt would pioneer many of the things that now are believed to be commonplace in animation, including colorized cartoons, special effects, and sweeping camera techniques that even now are replicated.  But we'll cover Walt Disney a bit more later down the line.

Fleischer's Challenge


Walt Disney wasn't the only animator breaking new grounds in the early days of the medium.  One of his earliest competitors was the artistic genius, Max Fleischer.  Fleischer is the first animator to combine both music and sound into cartoons, and even synchronized them with perfection in the cartoon "My Old Kentucky Home".  But despite his success as a pioneer, Fleischer received little of the adulation and praise Walt received for doing the same.  Figuring this was due to not having a "franchise" character, he began to experiment with cultivating a new face of his studio.  These faces would range from Koko the Clown to the first true female animated icon, Betty Boop.  Whereas most female characters in animation were basically male characters with either longer eyelashes or a bow on top (Minnie Mouse), Betty was the first truly realized animated female, though even she lacked the realism that would be needed to turn cartoons into feature length films.  This was due to the hard work and studying of one of Fleischer's best men, Grim Natwick, who would play a vital role in the history of animation, just not with Fleischer or Paramount...

Boop's success as a character began to show audiences that Disney did not yet have a strangle hold on the medium.  But it wasn't until he would obtain the rights to a comic strip character by the name of Popeye the Sailor, would he upend Disney and obtain temporary dominance in the markets.  Signed on by Paramount, Fleischer would become the primary drawing card for a studio on the brink of total collapse due to the Great Depression.  But the studio's shortsighted views of "money only" type deals would hinder Fleischer's ability to challenge Disney, who would again retake the medium for the remainder of the 1930's, until another animation team would achieve dominance in the field.

The Looniest Bunch

But if you were looking to the one studio that achieved things we thought unattainable in the past, I would point to the wiles of the masters of slapstick and comedy at Warner Brothers.  Led by a ragtag group of former Disney Employees such as Friz Freleng and of course the likes of Tex Avery and eventually Chuck Jones, these animators would try to replicate the success that Disney was having, but would push cartoons into territory where people thought previously impossible.  Despite a slow start centered around a character that oddly resembled Mickey Mouse (and it's not even subtle), Warner Brothers would find immense success with the character of Porky Pig, who would be later joined by the likes of Elmer Fudd, Daffy Duck, Yosemite Sam, Foghorn Leghorn, Sylvester and Tweety, Wile-E-Coyote, and many others to become the Looney Toons (a play on the name of a cartoon series Disney was utilizing at the time).  But the Looney Toons found immortality with the creation of one rabbit in particular.  Bugs Bunny has since become a true American icon, forever immortalizing his creators and Warner Brothers, standing as their icon the same way Mickey stands for Disney.

Unlike Disney Cartoons, which were seen as purely child's entertainment, the Looney Tunes and the Merrie Melodies series were able to appeal to all ages, with jokes ranging from dynamite shoved down a guys pants all the way to highly adult oriented humor, breaking the fourth wall repeatedly, among other things.  Bugs Bunny and his friends were able to reach us in ways no one had before and every single animator looks to them as the masters of physical comedy in the same ways they look to classic comedians for their delivery sketches and whatnot.  Once they dethroned Disney in the cartoon department, they held on with a firm grip and would ultimately do battle with another slapstick pioneer who would emerge in the 1940's and almost steal their thunder completely.  Nevertheless, virtually every comedian owes their deliveries, their timing, and even develop their senses of humor from the likes of a bunch of anthropomorphic animals wanting no more than to torment each other...

Expanding a Universe

 Animation was growing into a more appealing form of entertainment with each and every cartoon that was made, be it mediocre or more memorable than the movie they were attached to.  But while animators like Fleischer were cash strapped and forced to comply with studio regulations, and while the Friz Flemengs of the world all enjoyed their success they found in the physical comedy market, one studio in particular was determined with each passing year to surpass them all.  Pioneered by his success with "Steamboat Willie" in 1928, Walt Disney began to build his mighty animation empire on the back of Mickey Mouse and continued to expand the very foundations of the art form he'd come to love.  By 1929, all of Disney's cartoons utilized synchronized soundtracks.  By 1932, by a stroke of fiscal shortsightedness by Paramount, Walt had achieved a monopoly on colorized animated cartoons.

The idea of colorizing a cartoon was brought to Walt's attention by Herbert Kalmus, the inventor of a colorization technique called Technicolor, who hoped to reintroduce color into feature length films after the Great Depression caused many cutbacks in studios.  Seeing the vast opportunity in line for him, Walt signed an exclusive contract through 1935 with Technicolor, making him it's only customer for over four years.  Max Fleischer had attempted to get a similar if not equal deal for Paramount, but Paramount had turned him down due to having strict monetary restrictions.  In 1932, "Flowers and Trees" was released in Disney's "Silly Symphonies" series, and turned the fledgling series into a smash success, earning an Academy Award for Walt with his pioneering use of color in his cartoons.  With the success of his cartoon, the Academy would then institute a permanent award for an animated short.

But Walt wasn't done at just colorizing his cartoons.  He, like the animators at Warner Bros., knew that animation would never survive past the Depression without allowing his cartoons to be looked at with more human eyes than just the eyes of children looking for a laugh.  He sought to add personality to his characters and saw music as a vital cog for his future cartoons.  While the Looney Toons and Popeye cartoons would all have very distinct themes and melodies, Disney knew that in order for him to diversify his entertainment capabilities, he would have to make each cartoon as unique as possible.  This would lead to the creation to the perfect foil to Mickey Mouse in his best friend, the hot tempered and difficult to understand Donald Duck.  But it would also lead Disney's animators to find immense success with a classic retelling of the fairy tale, "The Three Little Pigs".

The cartoon was a pioneer in two regards.  Firstly, it was a pioneer in character animation.  While the Looney Toons would perfect this craft in the future, Disney had found this vital in the creation of the four characters that appeared in this short.  Each of the pigs had it's own personality, along with the Wolf, which had an entirely sneaky and conniving personality of his own.  Walt and his animators finally learned an important lesson: audiences found themselves remembering cartoons more if they could remember the characters.

Secondly, the cartoon was a stunning success in determining if music was needed to develop his pictures.  Hiring songwriter Frank Churchill and eventually the likes of Larry Morey and Ned Washington would prove vital to his successes down the road, but it was Churchill who composed the song "Who's Afraid of the Big Bad Wolf" which was so popular, that it was donned the theme song of the Great Depression.  Walt took full advantage of it and made it one of the most popular songs of the decade.  Once again, the audiences responded to the songs and the music in the picture just as much as they did the characters.  This success would further convince Walt of two things: that he and his artists were more capable then he had ever imagined, and that his studio would not survive on just making 7-9 minute cartoons...

A 90 Minute Cartoon?

Though Max Fleischer and Walt Disney despised each other for many years as rivals, the one thing they could agree on was that the animation medium would not survive on what the studios paid them for their cartoons.  On average, animation studios and branches were paid roughly 1/10 of the gross receipt of a motion picture they were attached to.  So, if a film would earn about $500,000 at the box office, the studio was paid $50,000 for their share.  The problem was, that animated shorts were rising in costs each and every year.  In fact, "The Three Little Pigs" cost the Disney studio about $35,000 to make.

A few animated films had been attempted across the globe, but none had even been attempted in Hollywood.  Fleischer experimented with elongated shorts of Popeye the Sailor, one of which included a retelling of the story of Aladdin and his Wonderful Lamp.  As a two reel cartoon, it was trying to tell a full and complete story in a span of 22 minutes.  It was one in a trilogy of cartoons called the "Popeye Color Specials", and were actually acclaimed and successful upon release.  But these were still not garnering enough money for the studio to truly stand on.  Fleischer still held out hope that Paramount would allow him to create a feature length animated film.

But once again, his rival had the edge on him.  Having signed a new contract with RKO Pictures, Walt Disney was basically given freedom to do as he pleased so long as he earned profits.  But even RKO was taken aback by Walt's declaration of his desires to make a cartoon feature that could be billed as its own picture.  The world was apprehensive to the idea of a feature length cartoon, creating such excuses as "The bright colors would hurt your eyes" and "The audience would get tired of seeing 90 minutes of cartoonish gags".  Proving he was one step ahead of everyone, Walt had been secretly planning to create an animated film for years. but was waiting for his artists to stabilize themselves in the art form.  Most were recently unemployed men and women who needed jobs and needed proper education in the world of art.  Very few were ready for the high demands a full length animated film would demand.

Walt was in need of inspiring his animators, doing everything in his power to recruit the best in the business to his side.  This included the likes of European artists such as Gustaff Tengren and Albert Hurter and even one of Fleischer's top animators, Grim Natwick, whom had perfected the animation of the female in Betty Boop.  Gathering his full strength, Walt finally decided on the film he wanted to make first.  It would be a retelling of one of the first films he saw in theaters as a young man, and a fairy tale he had grown up with: Snow White and the Seven Dwarfs.

But the making of what the media would prematurely dub "Disney's Folly" would be a much more difficult battle than either Walt or his brother Roy could anticipate.  The film was estimated to take 2 years to make and would cost roughly $500,000 dollars.  Though the Bank of America (the financial bank of the Motion Picture industry) clutched at it's collective heart, it was still a manageable budget and they approved for the massive loan.  As many of his artists were still immature when it came to animation, Walt realized that it would take a great deal of experimentation to complete his motion picture.  He refined and sculpted the story down to its barest essentials, due to the extreme problems his artists would face animating the human figures in the movie, such as Snow White and the Evil Queen.  The Prince in particular was so difficult to manage, that he was scaled back to only appearing in two whole scenes in the film.  But one story meeting in particular would set the standard for which all animated films would be judged.  As a story man illustrated to his fellow animators the frightened Snow White's flight through the haunted forest and her plunge into a river some 20 or so feet, one of the animators chimed in and asked quite sincerely, "Wouldn't a fall like that kill her?"  With that lone question, they knew they were on the right track.

The heart of the animation team on Snow White was headed by four main animators: Fred Moore, Vladimir (Bill) Tytla, Norm Ferguson, and Art Babbit, who would become the masters of Disney Animation until they passed along the torch to their successors, all whom are famously dubbed "The Nine Old Men", but we'll talk about them later.  Moore was one of the studio's best character designers and was essential in the creation of the Seven Dwarfs.  Art Babbit, who is imfamously known for his later actions towards the studio, was a master animator who took on the difficult task of animating the Wicked Queen.  But these men could not have done as well without the "Nine Old Men", all of whom played anything from minor to major roles in the film technically.

Churchill was once again hired to write the songs for the film.  However, his task this time around was to make the songs in the film not only be as memorable as his previous success, but also have the songs not stall the progress of the movie.  Some twenty five songs were said to have been written for the film, but only eight made it into the final film.  Although the success rate for a song was only 32%, the ultimate results would revolutionize the way all film and stage musicals would be told.  Songs would no longer be used as entertaining time wasting moments in shows.  Instead, they would be vital to the overall integrity of the film and would carry the studio for many decades to come.

While Walt began to steer his pet project in the right direction, he needed to let his animators have the time and practice animating and building the medium towards what he demanded.  He began to create projects entirely to help develop Snow White.  These would include:

"Babes in the Woods", a Silly Symphony that would help the animators animate to a centralized plot.

"The Goddess of Spring", a Silly Symphony to help the animators learn how to animate humans more properly and how to convey darker imagery and scenes into their pictures.

...among others.  One short in particular, "The Old Mill" was utilized to test a new invention fabricated by Ub Iwerks (and later improved upon by William Garity), borrowing from the early designs of Lotte Reiniger, which she used to create her animated film, The Adventures of Prince Achmed, which was made and released in Argentina in 1926.  Iwerks invention utilized four separate layers of artwork, each meant to depict a different part of character, background and foreground, all shot with camera aimed vertically.  Each layer of artwork would move as the camera needed it to, to better demonstrate depth and realism for each and every major drawing that needed such depth.  The Multiplane Camera would prove essential for many years to come for the studio, and would finally see it's last use by Disney in 1989.

As with most artistic endeavors, there is a price to be paid, be it time or fortune.  And in the case of Walt Disney's precious animated gamble, it was most certainly the budget.  By summer 1937, the studio was completely out of money.  All of their borrowed money (which had doubled to $1,000,000) was being sunk into the film, and in order to meet their Christmas 1937 deadline, they would need another $500,000 to complete the film.  The bankers were apprehensive to the idea and refused to sink another dime into the project until they got to see where all of it was going.  Fearing they would reject it due to it's incompletion, Disney initially refused, until the leader of the bank, Joe Rosenberg insisted on seeing it.  Walt relented to show Rosenberg an unfinished version of the film.  Because so much of the film had yet to be properly colored and some scenes were even still in storyboards (which were crudely yet passably drawn sketches of what a scene was supposed to depict).  Being the master of storytelling that he was, Walt tried desperately to sell the idea of Snow White to Mr. Rosenberg, who simply sat beside him and nodded.  As the duo parted later that day, it is said that Rosenberg told Walt in these finite words: "That film is going to make you a hat full of money".  Within days. Walt's $500,000 dollar loan was approved and the film was finished on time.

Snow White and the Seven Dwarfs premiered at the Carthay Circle Theatre on December 21, 1937.  The premiere was attended by virtually the entirety of Hollywood's most elite company, including the likes of Clark Gable, Charlie Chaplin, Shirley Temple, and Judy Garland.  Despite his fears of the audience not reacting the way he hoped, the audience watched and treated the film as though it were a live action story.  They laughed at all the humorous moments, gasped at all the frightening moments, and shed plenty of tears when they all feared Snow White had in fact died at the hands of the Wicked Queen.  But when the Prince's kiss woke her from the spell, the audience erupted in applause.  It was a day Walt knew he would never forget.

Walt Disney's so called "Folly" would become the top grosser of it's time, earning over $8,000,000 dollars worldwide and garnering widespread critical praise wherever it played.  With the profits he'd earned, Walt put the money back into the business and began construction on a massive new studio for his animators to work in, which is still the headquarters for the company to this day.  Come awards season, Walt would receive a special Academy Award with one large statue and seven smaller statues attached.  The film also received two more Academy Award nominations for Best Song and Best Score (a trend that Disney would have for quite some time).

The enormous success of Snow White and the Seven Dwarfs would change the landscape for motion pictures and animation forever.  Max Fleischer was immediately allowed to move on to animating his own animated film, Gulliver's Travels, which was also a success at the box office.  But conflicts soon arose from Paramount, which would result in the studio buying out Fleischer's studio, firing him, and renaming the studio Famous Studio.  To compete with the immense success of Disney's, MGM would greenlight arguably their most famous film, The Wizard of Oz, as a musically enhanced family picture.  Warner Bros. would tease the studio with their own mockeries of Disney films, such as "Coal Black and de Sebben Dwarfs", a highly controversial and racist cartoon.  But it was Walt himself who was changed the most.  Now, with his artists more confident and able, he was able to begin work on the next few animated films of his.  But in the bubble of Hollywood, you could not see the gathering storm clouds lurking around the world, which would turn all of the success animation had been garnering upside down by the start of World War II...

A Look Back On The "What Could Have Been Series (The Prequels) Part 3 (Revenge of the Sith)

Over a year ago, as some of my first posts, I created my own interpretation of what I thought the Star Wars Prequels could have been had they been made with any foresight and acknowledgement of the fanbase George Lucas had prior to 1999.  While these films may sit well with you all, some of the choices and story points that are made in the Prequels are so baffling to me that they actually do require an intense amount of reworking and revitalizing that George clearly had no interest in doing, having removed from play all of the people who questioned him by the end of the Original Trilogy.

But we as fans reserve the right o be able to crave and even recount what we believe the Prequels should have been and how they should have been delivered to us.  I mean, Star Wars shaped the world in a way George Lucas could have only dreamed of in the early 1970's.  We have all been shaped by this series in one way or another.  That is why I am returning to my older posts to not only rework George's ideas, but also some of my own ideas that I had introduced, because I think I was a little too naive to think some of my changes were improvements over even George's work.  So, being a full-fledged adult now, I think I can look at the Prequel Saga with broader eyes and fashion a story that everyone could enjoy and get behind and one that would both add on to the mythos and recapture the mysticism and glory that was the OT.

The Key to Revenge of the Sith being the perfect finale is to make everything that happens in this film meaningful.  We must understand the pain and the suffering the Jedi endure, while also seeing the SEEDS of the future events occurring.  However, the fan-service in this film will be heavily toned down, in order to leave much of what happens more open ended than finite.  With that being said, there will be no scene in this draft of the Empire being forged, Anakin literally becoming in Darth Vader (the suit), and in order to maintain Obi-Wan's lack of knowledge that Leia is Anakin's daughter, Obi-Wan will only be there to witness the birth of Luke and immediately whisk him away.  And one of the most crucial facts, Anakin will NOT know that Padme is pregnant throughout any of this film.

This is the final test of Obi-Wan Kenobi.  In The Phantom Menace, Obi-Wan loses his best friend and ally Qui-Gon Jinn.  In Attack of the Clones, he is able to reconnect with his long lost love, Siri Tachi, but even that is taken from him.  In this final film, he must overcome his own personal grief with his arch-nemesis, Darth Maul, and become a true Jedi Master.  But it will come at a cost that will tear his being asunder and impact the rest of his life more than any event in his history.  

The film opens with the following crawl:

The Clone Wars have reached their boiling point.  With all sides

preparing bold and risky invasions and counteroffensives, a single 

miscalculation could bring either the Republic or the Confederacy to it's knees.

The fiendish droid leader, General Grievous, has led a 

disastrous campaign throughout Republic space, with Jedi Knights

Anakin Skywalker and Obi-Wan Kenobi on his trail.  Their battles in space and

on the land were the stuff of legends.

One such battle occurs on the sinkhole planet of Utapau, where Grievous 

harbors plans vital to the future of the Confederacy within.  Failure to bring these

plans to his master would jeopardize everything the Confederacy has left...

      In space, above the planet, a huge space battle takes place, with thousands of Confederacy fighters being shot down every second by the masterful piloting techniques of the Republic's Rogue Squadron of TIE Fighters.  And when a Republic Star Destroyer devastates the flagship from which the Confederate ships were coming, an officer contacts his leaders on the planet below that the Confederacy has been utterly beaten.  A confident Boba Fett assures his ally that the base on Utapau would fall within the hour and that the mediator can come down to the surface and negotiate the terms of surrender for Grievous and his cronies.  

     On the surface, Anakin and Obi-Wan blast through waves of combat droids with ease.  Anakin's skills with a lightsaber have drastically improved since the last film, making him one of the most respected and feared men in the eyes of the Confederacy.  Meanwhile, Obi-Wan has become a masterful tactician, mastering almost every scheme Grievous could come up with and defeating the droid leader every step of the way.  Grievous held Skywalker and Kenobi with such contempt, he offered a massive bounty on anyone who could kill them.  But with no one having been able to claim that bounty, Grievous has been forced to upgrade his skills with a lightsaber, training vigorously every day.  The Jedi are able to pummel their way through his innermost defenses, and with their Stormtroopers backing them up, Anakin and Obi-Wan dash ahead to confront Grievous.  A frustrated Grievous calculates his own escape, leaving the cocky but fearful Nute Gunray to lead the campaign alone while he returned to their base far away.  

Anakin and Obi-Wan exchange witty banter as they prepare to finally capture Grievous, but as they enter the base, they see Grievous escape into a fighter and rocket away.  Gunray sends his Magna Guards to protect him, but the now highly trained and experienced Jedi slice their way through them with little problem and surround the Viceroy, who's been causing trouble for them since his attempted invasion of Alderaan.  With no way to escape or contact his reserves, Gunray surrenders.  Anakin rushes out to greet Padme, who was sent by Palpatine to negotiate the terms of surrender.  Padme also delivers Boba his discharge papers, having served his time in the war.  Fett bids his allies farewell and disappears.  The three then inform Gunray of the POW camp he would be sent to: Dantooine, a planet where Gunray and Grievous had decimated a village of people.  Gunray demands lighter punishment, but Anakin slams his fist on the table, telling them that he would take the punishment for Grievous, as they suspected the General would rather die than face captivity.  Gunray reluctantly accepts and is led away in chains.  Anakin and Obi-Wan are also informed by Padme that the two of are being hailed as heroes on Coruscant and that the Jedi intend to test them and see if they are indeed worthy of Jedi Mastery.  Obi-Wan leaves to mediate, while Anakin and Padme spend the evening together.  But that evening, both Anakin and Obi-Wan awaken with horrific nightmares.  Anakin says that his was about Padme being tortured by unknown assailants, while Obi-Wan says his was many Jedi falling in battle at the hands of an unseen villain.  Both believe that their dreams were instead premonitions and promise to help the other prevent it from happening no matter the cost.  

On the planet Mustafar, Grievous is reprimanded by a hologram of Darth Sidious for allowing Gunray to be captured alone.  Grievous is unrelenting, citing that the cowardly Viceroy would have sought peace with the Republic sooner than they think.  With his Confederacy splintering amongst themselves, Darth Maul intervenes and reveals that he and Grievous have been planning one final offensive in the war, one that would forever cripple everything they despise about the Republic.  When the relieved Confederacy leaders leave, Sidious informs Grievous of some changes he is making to the plan.  

Back on Coruscant, Anakin and Obi-Wan are being hailed for their actions and the repulsion of Grievous deep into the Outer Rim.  But when it comes to their decisions on whether or not they are going to become Jedi Masters, the two are told that only one of them can become a Jedi Master.  Each are questioned about the other and reasons as to why they should and should not be named a Jedi Master.  When Obi-Wan is forced by a mind reading Dooku to tell the Council of Anakin and Padme's secret love affair, the Council decides that they've heard enough.  The Council names Obi-Wan a Jedi Master and Anakin is denied.  When the Council tells Anakin they will not appoint him to the Council until his affair with Padme ends, the stunned Jedi refuses.  Yoda tries to explain that a Jedi attached to a loved one could be susceptible to the Dark Side, but Dooku reasons that Anakin is a ticking time bomb and unfit of ever being a master.  When Obi-Wan confesses to his role in the discovery, a humiliated and hurt Anakin leaves the room.  Obi-Wan is granted a seat at the Council and is able to listen in on secret Jedi plans involving the tracking of Darth Sidious.  

Anakin meets with Padme and her friends at an opera that evening and he tells her what's happened, interrupting Padme when she was about to tell him great news.  Shocked, Padme listens intently to her husband's recollection.  When Anakin professes a desire to leave the Jedi Order, Padme refuses to let him.  "Being a Jedi has been your dream.  I won't let you throw that away for me."  Padme offers to end their relationship, but Anakin refuses this, telling her that the only reason he keeps fighting for the Republic was to keep her and his friends safe, but now he feels that he can no longer trust Obi-Wan.  When Anakin receives a message from Palpatine's office, he rushes off to meet with him, promising Padme that they would be together again soon.  As Padme returns to watching the opera, she watches in horror as Darth Maul sits where she did and is quickly knocked out.  Maul orders his droids to carry her away.  She and many of her friends are captured and brought into prison ships.

Anakin arrives in Palpatine's office waiting room, only to find Obi-Wan there.  Obi-Wan wants to explain to Anakin the reasons for his actions, but instead tells him of how uninteresting it is being a Jedi Master.  The two have a good laugh, until Dooku and Windu emerge from Palpatine's office and gesture for Obi-Wan to follow them.  Obi-Wan does so as the Chancellor whisks Anakin into his chamber.  Palpatine explains the situation to his protege: that he believes the Jedi have no business dismissing his mastery all on the accounts of a relationship between him and Padme.  Anakin, frustrated at every thought of the Jedi, let's loose to Palpatine about how he doesn't believe he can trust the Jedi anymore.  To which Palpatine replies: "Exactly.  They don't trust you, so why should you trust them?"

This scene takes place at the same time as Dooku and Windu tell Obi-Wan that Palpatine was trying to force Anakin to become a Jedi Master, to which Windu fears Palpatine is under the influence of Darth Sidious and a bitter Dooku immediately rejects Skywalker.  Obi-Wan asks his old mentor the truth behind his animosity towards Anakin, to which Dooku explains that he has blamed Anakin for the death of Qui-Gon and Siri and seeing Anakin brings back intense frustration.

Anakin and Palpatine continue their conversation, to which Palpatine continues to appeal to Anakin's softer side, even telling the boy that if he had a say, he would make Anakin a Master in a heartbeat.  Palpatine then explains to a bewildered and flustered Anakin that he fears that the Jedi do not trust him and intend to replace the current Senate with people who follow their ilk.  Anakin wants to defend the Jedi, but with their deeply close-guarded methods and with Dooku among others blocking his own rise to prominence, he's not too sure who to believe.

Mace Windu then explains to Obi-Wan that the council has been monitoring the situation on Coruscant since the war began.  He goes off on how coincidental the assassination of Valorum was and how since Palpatine came to power, nothing has happened to him or anyone in his cabinet.  Dooku echoes his allies thoughts, even going deep enough to question if Palpatine was just the puppet of Sidious.

Both conversations end abruptly with the Chancellor's window shattering after a rocket hits the building.  Anakin immediately leaps to Palpatine's defenses, when General Grievous and Magna Guards enter the room.  Grievous demands that Skywalker hand over Palpatine, but Anakin stands his ground against the droid leader.  Grievous sends his droids after Anakin and scoops Palpatine into his arms and jumps out the shattered window.  Anakin is joined by Obi-Wan and Windu to fight the droids while Dooku goes after Grievous.  Though the two are evenly matched with the lightsaber, Grievous fights dirty and stuns the aged Jedi Master, using rocket's installed in his feet to fly off with Palpatine towards a waiting drop ship.  As they finish off the droids, the Jedi look towards the sky in horror as it is filled with Confederacy warships and droid starfighters.  Anakin darts towards his own starfighter to rescue Palpatine, while Obi-Wan assists the Jedi and Stormtroopers on ground in fighting the droid invaders.  Obi-Wan personally cuts through many of the remaining clones of Maul's Bounty Hunter Legion, until he notices Anakin's starship hurtling towards space.  Worried about his friend, he, Dooku, and a squad of Stormtroopers pilot a Republic gunship after him.

Obi-Wan pilots his gunship through a seemingly endless wave of starfighters until landing the ship in the flagship Anakin flew into with surprising ease.  Dooku, expecting a trap, looks to Obi-Wan to go up towards the spire and check for Palpatine.  Having already tracked Anakin, he sees he's in the lower levels of the ship.  With one place left, Dooku volunteers to take troopers with him to the main bridge to confront Grievous.  Obi-Wan does as instructed and finds the observation platform empty, that is except for Maul and a few clones of himself.  After some harsh words, Obi-Wan rushes to battle with his archnemesis.

Anakin locates Palpatine being held within the cargo bay.  As Anakin prepares to bring him to safety, Palpatine worries that the Jedi are more obsessed with bringing Grievous down then rescuing the planet.  Anakin tries to assure the Chancellor and tries to comlink Dooku, but sees he is battling Grievous.  Not sure what to believe, Anakin brings Palpatine to an escape pod and fires it out towards a waiting Star Destroyer.  Then, Anakin darts towards the bridge.

Obi-Wan demolishes Maul's clones and ultimately does battle with the Sith Lord himself, but Maul seems uninterested in killing him.  Obi-Wan takes note of this, until a massive shell hits the flagship and causes the ship to shake violently.  Confident that his plan is completing, Maul retreats from his duel with Kenobi, telling him that he should really start worrying about what he would take from him next (having already taken Qui-Gon and Siri from him).  Worried about Anakin, Obi-Wan tries to locate his apprentice and decides to head to the bridge.

Anakin arrives on the bridge in time to see Dooku engaging Grievous in a bloody lightsaber duel.  Anakin tries to aid the Master, but Dooku seals the bridge from his interference.  Determined, he cuts his way through, only to be tossed aside by Dooku, who mocks the Jedi as a foolish boy.  As Dooku continually mocks him and finally pins Qui-Gon's death on him, Anakin's concealed rage unleashes itself as he throws himself at Dooku.  Seeing Anakin engage the Jedi Master, Grievous sees his opportunity to escape, diving for his own escape pod and flies off.  Dooku chastises Anakin for allowing the General to escape again, but Anakin simply continues hacking at the aged Jedi.  Their duel ends with Anakin severing his right hand and brings Dooku to his knees.  Obi-Wan arrives at the bridge to see this and is shocked to see Anakin about to kill a Jedi.  Obi-Wan begs Anakin to stop, but Anakin reasons that Dooku never intended to rescue Palpatine and instead wanted revenge on Grievous or Maul.  When Dooku doesn't answer Anakin's accusations, Obi-Wan comes to question his mentor, but knows killing him would solve nothing.  Anakin raises his lightsaber, but Obi-Wan uses the force to throw it aside.  Enraged, Anakin blasts Obi-Wan out of the bridge and Force Chokes Dooku, until the old Jedi's neck snaps and Dooku is dead.  When Anakin wakes from his rage induced stupor, he looks on in horror at what he's done.  Obi-Wan simply shakes his head.

As the Confederacy retreats Coruscant, the Jedi Council debates heavily what to do about Anakin's actions.  While many argue both for and against, Yoda and Obi-Wan simply sit in silence, trying to gather through the Force what was to become of the situation.  Obi-Wan in particular is in stunned silence as he keeps picturing the fury filled face of his friend and apprentice choking the life out of Dooku.  Finally, Anakin is brought in.  At a vote to 11-1 (Yoda being the only one who voted for him), Anakin has is Jedi titles and war hero honors stripped from him and is suspended from the Jedi Order until he has proven he has conquered his inner demons.  Shocked that only Yoda stood by him and even Obi-Wan had voted him out, Anakin glares at his old friend and storms off.  Obi-Wan simply sits in silence.  Yoda condemns the actions taken by Windu's council, telling them that by suspending Anakin from the Order, they have sent a weapon directly into Darth Sidious's lap.

Anakin arrives at his apartment and looks for Padme, but cannot find her.  Instead, he finds Palpatine waiting for him.  Anakin begs to know what has happened to Padme, but Palpatine informs him that she has been abducted by the Confederacy and taken to their base in an unknown system.  Anakin is petrified at the thought of Padme being held hostage and wants to scour the galaxy looking for her.  Palpatine reminds him of his duties on Coruscant, until Anakin curses the Jedi for abandoning him in his hours of greatest need.  Sensing what has happened, Palpatine informs his protege that he intends to override the Council's decision and make him the new Supreme Commander of the Republic Military.  Anakin accepts this new position and is thanked graciously by the Chancellor for bringing an end to the traitor Dooku, whom Palpatine reveals to have been plotting a Jedi coup to overthrow him.  Anakin is in shock, not wanting to believe the Chancellor, but Palpatine leaves, telling his new Commander to rest himself, as he would have a busy schedule soon.  Anakin is unable to sleep, torn apart by fear of Padme's situation.

Palpatine declares the next morning that many senators and Republic leaders, including Padme, have been taken hostage and are being held on a remote Confederacy base.  He also introduces a weary and slowly maddening Anakin as his new Supreme Commander.  The Council condemns the new appointment, but Obi-Wan now begins to understand Anakin's plight. remembering his vision on Utapau.  Obi-Wan brings the news to the Council, but the Masters refuse to listen, now starting to question Palpatine's motives.  Yoda remains silent the entire scene, simply looking at the Jedi surrounding him with sorrow.

In a prison on Mustafar, Padme and a few of her Senator friends all try to plan ways of escaping.  It is then that a senator notices Padme's changed physique and comes to the realization that she is pregnant.  Grievous walks past the prisoners, informing them all that they will be either surrendered to the Republic in exchange for "war criminals" like Anakin, or executed.  As Grievous leaves, Padme remembers her wrist has a comlink built into it and frantically calls Anakin.  Anakin, relieved to hear her voice, gathers what intelligence he can from her and then proclaims he would be there to save her.  Padme whispers sweetly to him: "Like you always will".

Anakin and Palpatine begin planning the final battle on Mustafar.  Palpatine gathers all able-bodied men and prepares a massive armada in the hopes of going to the volcanic planet and bringing an end to the violent and vicious Clone Wars once and for all.  When many Jedi begin to question Anakin's judgment, a frustrated Anakin then demands that all able-bodied Jedi also join in on the mission, mocking them as they're passioned desires to see the Sith fall as well as see the war end.  But when Windu protests this, Palpatine once again flexes his control of the Jedi and demands that they do so or risk being deemed traitors to the Republic.  Unable to fight the will of the Republic, Windu submits and informs the Order of the "Call to Action".  Thousands of Jedi Knights prepare for battle, including a reluctant and fearful Obi-Wan.  Obi-Wan meets with Yoda in a meditation room in the Jedi Temple and discuss the premonitions he and Anakin had.  Yoda explains that if it was the future they saw, "then set in stone, this future is not."  Though Obi-Wan echoes his fears that Anakin's premonition has come true, Yoda calms his apprentice and tells him that it is the will of the Jedi and the Republic that will see to ensure that this kind of thing does not happen.  Obi-Wan and Yoda then leave the Jedi Temple for the final time and board a Star Destroyer bound for Mustafar.

The first waves of Stormtroopers and Jedi land on Mustafar and begin combat with the virtually endless hordes of Clones and Droids.  Split into many factions, one such battalion battling nothing but a wave of clones was a group of Jedi, led by Mace Windu.  These Jedi begin battling for their lives, many dying in the process.  A battalion led by Obi-Wan penetrates a vital checkpoint, but when Obi-Wan insists that the troopers fortify this position and wait out, one Stormtrooper overrides Obi-Wan's command and "on orders from the Chancellor and the Commander", presses fatigued and shellshocked Stormtroopers ahead.  Obi-Wan looks over the plains of volcanic soot and ash and sees many young Jedi and many of his fellow Council members dying in battle.  Feeling the intense pain, Obi-Wan leaves the field of battle to meditate.

Anakin also senses this shift in the Force and begins to doubt his own judgment.  Palpatine tries to reassure him and even tell him that this is a sacrifice the Republic needs to survive.  As Anakin tries to find an eloquent way to tell the Chancellor he's wrong, he finally comes to the realization that Palpatine is in fact the dreaded Sith Lord Darth Sidious.  But instead of knocking Anakin out or killing him, Palpatine simply answers his fears.  Anakin is stunned by this news and vows to find Padme and get the truth to the Jedi, but when Palpatine says "But can you trust them to do what is right?", a bewildered Anakin hurries towards his starfighter and flies down to the mainland.  Palpatine turns towards his admiral and orders their new "super laser" be readied for use on the base.

Obi-Wan locates a place of meditation in a secluded cave and tries to contact Yoda.  But the immense loss of life of both Stormtroopers and Jedi is keeping him from seeing clearly.  Instead, he only sees the specter of Darth Maul, looming over him.  Obi-Wan rushes out of the cave and finds Maul waiting for him.  Determined to finally end his fears and quell his rage, Obi-Wan duels Maul for a final time on the mountainous region of Mustafar.

Padme, upon seeing the chaos in the base of Confederate Leaders panicking and retreating, uses the new opportunity to steal the keys from a panicking guard and frees her and her friends from their cells.  Though her friends are nervous, Padme uses a blaster lying about to knock out many of their droid guards and begins to lead her fellow former hostages to find transportation off of the planet and back within Republic territory.

On one of the Star Destroyers, Yoda finally comes to the same realization Anakin did: Palpatine is Sidious, only he takes it a step forward.  Yoda contacts Mace Windu with the Force and tells him that Palpatine intends to use Anakin as a weapon of war.  He tells Windu to bring Anakin to the Jedi for safekeeping, knowing all too well someone of his power is dangerous in the hands of a Sith.

Grievous leads wave after wave of droids into battle, but neither side could obtain a definitive advantage.  When he sees Mace Windu break through the ranks, he orders his few remaining Clones to his defense, but Windu dispatches them easily.  Frightened, Grievous activates a ray shield around the base and retreats towards a private hanger a few miles away.  But that hanger is exactly where Anakin lands and challenges Grievous to a battle.  Grievous taunts Anakin about Padme's current situation, but the hateful Jedi instead lashes out at Grievous, assuring a ruthless rematch was about to ensue.

Maul and Obi-Wan battle above a massive volcanic pit, this time going all out on each other.  Neither says a word to the other in this fight and instead is motivated entirely on slaying the other.

All of the battling suddenly seizes when a massive laser fires from the Star Destroyer and incinerates the base.  The ensuing explosion wipes out thousands on both sides.  With the base destroyed, Anakin is completely shellshocked.  His one true love is dead.  So many of his friends and acquaintances are gone.  With nothing holding his rage back, Anakin unleashes everything on Grievous, hacking so violently at Grievous that his lightsabers shatter when he slams down on them.  Grievous tries to escape into his ship, but as it takes off, Anakin grabs hold of it with the Force and prepares to sink it down into the lava.  Mace Windu arrives and demands that Anakin surrender.  Anakin refuses and hurls Grievous's ship into the lava.  As the ship explodes, Anakin accuses Windu of betraying the Republic and taking everything he loved from him.  Windu insists that Anakin is just being manipulated, but Anakin lunges at Windu, calling him "Just another traitor like Dooku!"  The two exchange blows back and forth, until Anakin overpowers the Jedi Master and with one fell swoop, hurls the weakened and exhausted Windu over the ledge and into the same lava pit as Grievous.

Obi-Wan feels the intense ripple of loss in the Force, as does Maul.  Maul in particular finally realizes the truth about his existence all along.  Ever since he was young, Sidious had promised him the True Powers of the Sith would be his, but with that sudden burst in the Dark Side, he realizes that Palpatine had just been using him the entire time.  So when Obi-Wan finally champions over Maul, he is surprised to see Maul uninterested in killing him.  He looks to Kenobi and sighs.  "So this is what it feels like, to be shunned by the Force."  With that, Maul steps backwards and falls into the lave river they were dueling over.  Obi-Wan is relieved to know Maul is gone, but can only sense nothing but the Dark Side surrounding him.  He looks towards one of the remaining hangers, to see Padme and many Senators escaping.  He rushes down to meet them.  Relieved, Padme falls into Obi-Wans arms at the happiness of knowing someone is still alive after the explosion.  Padme pleads with Obi-Wan to find Anakin, to which Obi-Wan agrees.  Padme, overcome with emotion, collapses into Obi-Wan, who takes her onto a cot in the ship and tells the Senators to go into hiding in the closest loyal system to them and not the Republic.  Shocked but understanding, the senators fly off the system and promise to send Obi-Wan their coordinates when they land.  A fatigued Obi-Wan then goes off in search of his friend.

Palpatine contacts Anakin and congratulates him for seeing through the lies of the Jedi.  He offers to train Anakin in the ways of the Sith, to which a still pained Anakin agrees.  Palpatine then knights him Darth Vader and orders him to rally their Stormtroopers to bring a permanent end to the Jedi Order.  Anakin is at first reluctant, but when he sees the Jedi gathering ahead of him, he draws his lightsaber and moves against his family.

Yoda arrives on Palpatine's Star Destroyer to confront him.  He arrives on the Main Deck in time to hear Palpatine give out the order to the Stormtroopers to crush the Jedi Rebellion, claiming they were the ones who had ordered the deaths of the Senators.  Yoda uses a mind trick to convince many of the officers to leave the room, leaving him and Palpatine alone.  Yoda accuses Palpatine of treason, to which a truly wicked Palpatine simply agrees to.  Palpatine darkens the room and unleashes an endless volley of Force Lightning on the little green Jedi, who tries his hardest to convert it into pure energy as he had with Maul, but fails to understand that Maul was simply a user of the Dark Side.  Palpatine WAS the Dark Side.  Palpatine uses the Lightning to lift Yoda into the air and slam him against the wall again and again, until the sage was apparently unconscious.

Obi-Wan struggles down the volcanic path and comes across Stormtroopers, who demand he turn himself over to them.  When he refuses, they fire on him.  Kenobi dodges many of the blasts and even takes out a few Stormtroopers.  He then looks down onto the plains in front of the ruined Confederacy Base, and sees Anakin as the mysterious figure in his vision slaying his Jedi brethern.  Stunned and confused, Obi-Wan uses the Force to try and reach out to Anakin, but is blocked by the power of the Sith.  Knowing now what Anakin has become, Obi-Wan leaps down to confront Anakin.
As Darth Vader disposes of Jedi Master Kit Fisto, he turns on Obi-Wan, but hesitates to kill him.  Obi-Wan can see some flicker of light still showing in him.  But when Vader tells him to leave and never come back, Obi-Wan refuses.  The shadow of Anakin warns him of the future of the Jedi Order, but Obi-Wan stands his ground and tries to reason with him.  But reason has no place within the confines of Darth Vader, who strikes at former master and launches him towards a nearby pit.  Vader accuses his former friend of the Jedi abusing his powers for their own personal gain, while Obi-Wan counters with his belief that the Jedi were a family to him.  But Vader snarls violently and hisses: "I HAD A FAMILY AND THE JEDI TOOK IT FROM ME!"

As Palpatine prepares to finish Yoda, the old Jedi sage reveals that he had converted Palpatine's Force Lightning into an energy ball and launches it at the Chancellor, blasting him against the glass window of the ship, cracking it.  Sensing an opportunity for both a blow to Palpatine's regime and the Dark Side, Yoda triggers the "super laser" and sets it against one of the other Star Destroyers.  Yoda then retreats into an escape pod and rockets off into exile.  An infuriated Palpatine uses a massive amount of Force Lightning to devastate the Control Deck, until weakening.  He looks into the mirror and sees that the power of the Dark Side has indeed begun corrupting his features.

Obi-Wan is forced onto the defensive as Vader beats him about.  As the duelists clash, both see what they would both fear for eternity about the other.  Obi-Wan sees the dead, soulless eyes of his best friend, while Vader sees the promise of Hell coming from Kenobi's.  Obi-Wan redirects the fight into his favor and severs Anakin's only flesh hand and uses the Force to launch him against a molten wall.  As Vader curses him, Obi-Wan picks up Anakin's lightsaber and leaves the battlefield.  He evades a group of Stormtroopers rushing to Vader's aid.  Obi-Wan locates Anakin's starfighter and pilots it towards the coordinates the senators had sent to his comlink.

As he allows the ship to pilot itself, Obi-Wan finally breaks down into tears.  But through the Force, he senses Yoda.  Obi-Wan and Yoda fill each other in on what has happened.  Yoda tells his old apprentice that for now, Palpatine has won and the Sith have obtained their revenge against the Jedi.  When Obi-Wan vows to help him bring down Palpatine, Yoda refuses, instead telling Obi-Wan that their parts to play in the galaxy is coming to an end.  He then tells Obi-Wan to trust in the Force, before they break connection as Obi-Wan pilots himself towards the luscious world of Alderaan.  Obi-Wan lands the ship and is greeted by Bail Organa and Padme, who want to know about Anakin.  Kenobi thinks for a moment, before telling them that Anakin had been killed at the hands of Darth Vader.   Padme is heartbroken at the loss of Anakin and Bail comforts his sister.  But when the topic of Padme and Anakin's unborn child comes up, Obi-Wan fears that Vader and Palpatine would hunt her down if they knew Anakin had children.  Obi-Wan offers to raise the child himself on a remote planet, but Padme refuses to lose her son.  When Bail tells her that it is the only way for her son to be safe, Padme relents to it.

Obi-Wan sits in silence in a mediation chamber for several days, until he finally comes into contact with the spirits of his many friends and allies.  While many pass throughout thoughts and time, he comes across the spirits of Qui-Gon and Siri, who praise Obi-Wan for being as strong as he was.  Obi-Wan asks if there was any hope for Anakin.  Siri asks him so long as he had faith in her, he should have faith left in him.  Qui-Gon encourages Obi-Wan to let Anakin's son live the life he should have been allowed to live and be with someone who would love and take care of him.  When Obi-Wan is reminded of Owen Lars, he decides to take the infant to him on Tatooine.  Qui-Gon and Siri tell Obi-Wan they will always be with him so long as he remains true to the force and disappear from Obi-Wan's thoughts as Bail Organa enters with the infant Luke Skywalker.  Obi-Wan takes the infant with him and vanishes into space, while the camera reveals that Padme had also bore a daughter, and cradled her in her arms.

The next few scenes show what happens over the next several days/months/years...

Yoda's escape pod lands on the dense marsh planet of Dagobah...

A disfigured Palpatine is praised by the public on Coruscant for his bravery in defying the Jedi, while "Lord Vader" stands behind him, now clad in armor and his features slowly starting to disfigure...

Obi-Wan brings the infant Luke to Owen's moisture farm and gives him and Anakin's lightsaber to Anakin's old friend, but Owen rejects the weapon, wanting Luke to be raised the way Anakin should have been.  Dejected but accepting, Obi-Wan leaves into the sunsets on Tatooine...

A toddler Princess Leia sits beside her birth mother, but no matter how much she tries to brighten her mother's mood, Padme remains a shadow of her former self as she continually mourns the loss of her life and that of her husband...

A young Luke sits outside with his Aunt Beru and Uncle Owen, looking over another twin sunset, the young Skywalker dreaming of the day he could leave Tatooine and make a difference in the world, all while a hermited Jedi looks on curiosity, before vanishing behind the dunes...