As Yoda might say: Begun countdown to the end, we have.

	"Star Wars" director/creator George Lucas frames a scene featuring Samuel L. Jackson. Click photo for larger image.

"Star Wars: Episode III -- Revenge of the Sith" opens at midnight Wednesday or, in some theaters, 12:01 a.m. Thursday. After 28 years, George Lucas shares how and why Anakin Skywalker tumbled into evil's embrace.

The franchise has come a long way since March 1977, when Lucas invited a small group of friends, including Steven Spielberg and Brian De Palma, to his house to see an unfinished version of "Star Wars." Almost none of the special effects were finished, so Lucas had substituted old war footage, Tom Shone writes in his book, "Blockbuster."

"So one second you're with the Wookiee in the escape ship and the next you're in 'The Bridges at Toko-Ri,' " screenwriter Willard Huyck, who was present, recalled. Everyone was aghast when the showing was over and Lucas's then-wife, Marcia, started to cry at how disastrous the first look had been.

In the next months, effects wizards worked literally around the clock to finish the movie. Lucas stayed up 18 to 20 hours a day to make it perfect and vowed, "Never again." But then "Star Wars" opened and became a summer and movie-industry sensation.

And he did it again. And again. And again. And again. And, finally, again.

Here are some tidbits to whet your appetite for the beginning of the end -- or is it the end of the beginning?

A long time ago ...

Principal photography on "Star Wars: Episode III -- Revenge of the Sith" began at the Fox Studios Australia in Sydney at 8:07 a.m. on June 30, 2003. Writer-director Lucas, producer Rick McCallum and actors Hayden Christensen and Ewan McGregor gathered with R2-D2 and a crew of 100-plus for the first day of shooting.

Location, location, location

"Episode III" was shot in China, Thailand, Switzerland and Tunisia, plus on soundstages in Australia and the United Kingdom. A crew also went to Sicily, Italy, to shoot footage of the erupting Mount Etna volcano for scenes set on the volcanic planet of Mustafar. Locations in Yuma, Ariz., and Death Valley, Calif., also pop up.

'Star Wars' for breakfast

Swing a lightsaber in almost any store, and you're likely to hit "Star Wars"-related merchandise, from M&Ms to Burger King toys to Kellogg's Star Wars cereal, toasted oat grain with marshmallows.

Lucas has come under fire for "wanting his cake and eating it, too," one expert on pop-culture violence told the Los Angeles Times. Children clamoring for the new lightsabers may be too young for the only installment rated PG-13. "There's nothing I can do about it. That's the story," Lucas said.

Training game

As part of his rigorous training, Christensen did six hours of sword-fighting, one hour of weights and one hour of cardiovascular work. Daily. He gained more than 20 pounds of muscle to play the role and convincingly wear the Darth Vader suit.

Padme (Natialie Portman) sports a familiar hairstyle for a scene with Anakin (Hayden Christensen). Click photo for larger image.

The evil empire

When Christensen first appeared on the set in the Vader costume, work on the Fox Studios lot came to a standstill as hundreds of people came for a look. "It was the most meaningful and poetic day of the entire shoot," McCallum says.

Obi-Wan on a loop

Knowing this was his last chance to match his performance with Sir Alec Guinness -- who originated the role of Obi-Wan Kenobi -- Ewan McGregor says, "For three weeks, I had his scenes from the first three movies playing nonstop in my dressing room as inspiration."

Guinness' obituary in 2000, however, noted that the actor detested the "Star Wars" phenomenon, called the dialogue "frightful rubbish" and said he felt like a "caged animal" on the set.

Wookiee watch

The Windham scrapbook gives this account of the word Wookiee: Terry McGovern was working as a voiceover actor on Lucas' movie "THX 1138." As the character THX stole a car, McGovern quipped, "I think I ran over a Wookiee back there!"

On a scale of 1 to 10

To choreograph a fight scene between Anakin Skywalker and Obi-Wan Kenobi, stunt coordinator Nick Gillard asked Lucas to rate the characters' prowess.

Lucas told Gillard: "Obi-Wan is at a level 8, which is where Anakin starts. But Anakin jumps to level 9 -- and the difference between 8 and 9 is enormous. A Jedi can get to level 9, but that's the difference between light and dark. The duel actually gives you quite an idea about these characters, because Anakin has learned the fighting -- he's enormously talented -- but he hasn't learned the mental side of it."

The Dark Side of fashion

Chancellor Palpatine presented the most daunting challenge for costume designer Trisha Biggar. "His six costumes get progressively darker and more ornately decorated throughout the movie. He wears grays and browns, almost going to black, taking him toward the Dark Side."

Actor Ian McDiarmid loved his character's high-collared jacket that looks like snake or lizard skin. "It just feels reptilian, which is exactly right for him."

Familiar face

A Best Actress Oscar nominee turns up in a cameo in "Revenge of the Sith." Keisha Castle-Hughes, a New Zealander who was 13 when nominated for "Whale Rider," portrays the Queen of Naboo. She wears distinctive makeup, along with rich mourning garments.

Good grief

Before Lucas decided what the villainous General Grievous would look like, he solicited ideas from members of his art department. They suggested a scary combination of alien and droid. Or, as concept artist Warren Fu said, a living alien inside the shell of a droid. "There's a little bit of an echo of what Anakin will become," Lucas said.

Since he is an early example of the technology used to create Darth Vader, Grievous is more primitive and sickly, with a hacking cough.

From Brooklyn to butler

Lucas originally imagined C-3PO speaking with a Brooklyn accent and acting like a used-car dealer, according to a "Revenge of the Sith" scrapbook by Ryder Windham. However, actor Anthony Daniels imagined him as a nervous English butler, and that's what stuck. Daniels is the only actor with a speaking role in all six films. "I never expected a 12-week job to become a 28-year odyssey."

Savvy sounds

When Lucas started planning the first "Star Wars" in 1975, he asked a young sound designer and Allegheny College grad named Ben Burtt to find real noises and sounds that would work in the movie.

Among his marriage of image and sound: Lightsaber sounds were a combo of the hum from the back of an old TV set and an old 35mm movie projector; Luke Skywalker's landspeeder noise is actually traffic on the Harbor Freeway in Los Angeles, as heard through a vacuum-cleaner pipe; and bubbling, moving lava can be either a macaroni casserole being squished or a wet towel rubbed in mud.

The ILM legacy

To transfer his vision to the screen, Lucas created Industrial Light & Magic, which has received 14 Oscars for best visual effects.

VFX

That's shorthand for visual effects, and "Revenge of the Sith" has more than 2,200 of them, outpacing its predecessors.

And cut!

The final time Lucas quietly said, "Cut -- that's a wrap" on a "Star Wars" picture was at Elstree Studios in Borehamwood, England. It happened on Elstree's Stage 8, where Lucas did the first soundstage shot for the original film in 1976.