San Rafael, Calif. ? We have a bad feeling about “Episode III.”

The original “Star Wars” ended with a happy tableau, our heroes smiling and triumphant. “Return of the Jedi” ended even more cheerily, with Jedi specters Anakin Skywalker, Obi-Wan Kenobi and Yoda beaming at their victorious progeny from the great beyond.

“The Empire Strikes Back” and the new film, “Star Wars: Episode II Attack of the Clones,” share ominous conclusions, but nothing calamitous.

Next up is “Episode III,” a galactic train wreck in the offing. The last film in George Lucas’ six-part saga of the Skywalker family inevitably ends in tragedy, the final prequel leading into the dark times of dictatorship that prevail at the opening of the original “Star Wars.”

Figure that young Jedi Anakin has completed his transition to the dark side as villain Darth Vader, destroying the Jedi order and paving the way for the evil emperor to dash the democratic Republic. Jedi masters Obi-Wan and Yoda somehow wind up on the road to exile. Since she doesn’t turn up in the original trilogy, Padme Amidala, Anakin’s beloved, may end up a corpse.

Padme and Anakin’s children, Luke and Leia who will appear as infants in “Episode III,” Lucas says are separated to be raised unaware of each other’s existence, the galaxy’s two hopes for salvation when the original trilogy begins.

“It’s dark for ‘Star Wars,”‘ Lucas said of the next film during an interview at his headquarters, Skywalker Ranch. “Let’s face it, all the bad guys win in the end, all the good guys are dead except for a couple. So it doesn’t have a happy ending. I’m not sure how people are going to take it. It does have some fun in it. It’s not completely bleak. But it’s not an upper.”

Actors in the dark

“Episode III” begins shooting the summer of 2003 and will be released in 2005.

Lucas is secretive about the details on how “Star Wars” arrives at its darkest hour. Even his principal cast Ewan McGregor, Natalie Portman, Hayden Christensen and Samuel L. Jackson do not know the specifics.

What has Lucas shared with them?

“Not a lot, other than I die,” said Jackson, who plays Jedi elder Mace Windu. “And my only request is I don’t get shot in the back by some ‘droid. Hopefully, there’ll be somebody standing there in front of me that’s worthy of killing me. Either Darth Vader or him and a combination of Siths” masters of the dark side of the Force.

Portman, who plays Padme, expects there to be some ray of hope amid the chaos and calamity of “Episode III” to set the stage for Anakin’s later redemption.

“I still think George has a really optimistic line in the thread of all of them,” said Portman. “I don’t necessarily think he has this dark outlook for the end of things, not like some apocalyptic vision. There’s always this balance of hope. … His movies are the antithesis of cynicism.”

Christensen, who joined the cast as Anakin in “Episode II,” figures the final installment will end so darkly the film might have trouble getting a PG rating like its five predecessors (though shrewd businessman Lucas likely will design the film to avoid a PG-13 so pre-teens can see it without an adult chaperone).

“I think he will end almost on an apocalyptic note,” Christensen said. “I just can’t imagine it not being an incredibly dark and destructive film.”

“You’ve got a war, and what we know from the previous trilogy, what my character does in wiping out the entire Jedi race, and the falling apart of my relationship with Obi-Wan.”

Setting up the finale

“Episode III” will take place a few years after the action of “Attack of the Clones,” Lucas said. After that, there is a 20-year gap before the events of the first “Star Wars,” when young farm boy Luke meets Obi-Wan, Leia and Han Solo and is hurled into the rebellion against the Empire.

After it became a box-office phenomenon, the 1977 original was retitled “Star Wars: Episode IV A New Hope” to set up the two sequels and eventual three-part prequel.

In keeping with that title, Lucas said, there will be some sense of hope as the dark curtain falls on “Episode III.”

The director said he already filmed one of the last images of “Episode III” during production of “Attack of the Clones.”

“It’s not the exact closing image, but it’s one of the final images,” Lucas said. Laughing, he added: “I won’t say what it is.”