How Star Wars: Revenge of the Sith Redeemed the Prequel Trilogy

We look back at the third chapter of the Skywalker Saga – George Lucas’ confident closer to the much-maligned prequel trilogy

Star Wars: Revenge of the Sith

This Star Wars article contains spoilers.

This is where the fun begins. Episode III of the Star Wars Prequel Trilogy arrived in cinemas in May 2005, finally putting to bed all the fan theories and guesswork about just how Darth Vader came to be. Questions we’d been asking since 1977 were answered at last.

As Revenge of the Sith explains over its 140-minute runtime, Anakin Skywalker’s descent to the dark side is motivated mostly by his fear that Padmé will die in childbirth, with a pinch of “pissed off by the Jedi Council for not granting him the rank of Master” thrown in for good measure. Of course, Supreme Chancellor Palpatine — the big bad of the entire saga uses Anakin’s troubles against him, manipulating the young Jedi Knight by offering him Dark Side powers that could apparently save Padmé.

Despite following on from the opinion-splitting double whammy of The Phantom Menace and Attack of the Clones, George Lucas’ Prequel Trilogy finale managed to earn a majority of positive reviews and an impressive-for-the-time $848 million at the global box office. It was the highest-grossing film of the year in the US and second in the leaderboard worldwide (after Harry Potter and the Goblet Of Fire). Not a bad achievement for the third film in a trilogy which mainly had a bad rep at the time.

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Looking back at the film now, you can sense that, although the clunkiness of his scripts has never really changed, Lucas was growing more confident as a director of modern movies. There are more kinetic shots during action sequences, like the brief glimpse we see of the mucky battle between droids and Wookiees. There are fewer static cameras during dialogue scenes, too, like the moment on Coruscant where Palpatine is talking and walking rings around Anakin. And there are even a couple of Western-style zooms into close-ups of people’s eyes (primarily in the moments that lead up to Obi-Wan fighting General Grievous). If this is the last Star Wars movie that Lucas ever directs, at least he went out on a confident note doing exactly what he wanted to do.

It’s a film that goes hard on the action, offering up glimpses of the wider conflict with multiple duels and battles, as well as leaving room for languishing conversations between characters. One of the standout exchanges remains the franchise-pivoting scene at the sci-fi opera, where Palpatine calmly and coolly puts his cards on the table – he tells Anakin about the Sith’s unnatural abilities through the tragedy of Darth Plagueis, and the desperate Jedi laps it up (“Is it possible to learn this power?” / “Not from a Jedi…”).

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One thing the film doesn’t have much time for is exchanges between Anakin and Obi-Wan, with the iconic duo split up fairly early into the proceedings and not reunited until their final battle. Their switch from best buds to sworn enemies feels sudden, with Obi-Wan distracted by a villain-defeating romp for most of the movie, while Anakin is facing the toughest challenge of his young life. It’s a bit of a tonal hodge-podge, and the transitions between ideas can be jarring, but there’s so much ground to cover that you’ve still got to applaud the effort. You’ve also got to feel for Natalie Portman, whose Padme is basically only in this film to look shocked, give birth, and die of a broken heart. Sidelining the only major female character in the Prequel Trilogy is not one of Lucas’ finer moments as a writer. 

All the other departments are doing strong work, though. John Williams’ score blends orchestra and choir to ramp up the movie’s epic tone, hitting almost religious levels of pomp and drama. The costumes are lush, with Anakin looking moody in black even before the physical transformation, while Obi-Wan inches closer to his original 1977 look. There’s meaning baked into the lighting, too, with prison-like lines of shadow falling over Anakin through Venetian blinds at one point. Even the CGI elements have come a long way since Episode I, with the all-digital Yoda holding up to visual scrutiny even when he’s battling Palpatine — although the CGI used for the Emperor during this duel leaves a bit to be desired.

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The whole film builds to a game-changing montage centeredd on Order 66, Palpatine’s malicious masterstroke that takes tons of Jedi off of the galactic chessboard: we see glimpses of various battles where Clone Troopers turn on their Jedi leaders and gun them down without mercy. Some of these snippets hold emotional heft while others lean more towards being laughable. Not many of those Jedi were very good at deflecting gunfire, were they? You do feel the importance of this sequence, though, even if it also feels like a huge piece of housekeeping that was rushed through quite quickly so we could get to Anakin and Obi-Wan’s duel. Let’s pause for a moment to show our respect for that one bad-ass youngling that did a load of those flips before getting killed. You deserved better, little man.

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Whether you love it or loathe it, it’s impossible to deny that Revenge of the Sith was an important cultural moment, even if the performances and dialogue choices in the film weren’t always able to match up to its lofty ideas. For a lot of young fans, Episode III was an awe-inspiring capper on a trilogy they’d grown up with.

Best lightsaber bit: There are loads of duels to choose from: Anakin and Obi-wan versus the surprisingly agile Count Dooku; Obi-Wan versus the robotic madness of General Grievous; poor old Mace Windu (supported by some really naff Jedi that get killed immediately) versus Darth Sidious (with an assist from Anakin); and who could forget the unfair size match-up of Yoda versus Sidious. That’s not to mention the little flourishes of laser sword action that pop up during Order 66.

But, of course, there can only be one winner here, and it has to be the highly hyped longest-duel-ever between Anakin and Obi-Wan. Although it has some truly cheesy dialogue (“From my point of view the Jedi are evil!”) and some less-than-epic lightsaber moves (like that bit when they stand opposite each other and just spin their weapons around), this elongated bout surrounded by spouting lava is exactly the sort of thing that fans had been fantasizing about for years.

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Best non-lightsaber bit: The film kicks off with a sizeable space battle above Coruscant, where Lucas flexes all his CGI muscles to deliver one of the most eye-popping interpretations to date of what an actual “star war” might look like. Anakin and Obi-Wan fend off opponents left and right, and even R2-D2 gets a chance to zap an enemy droid, as our heroes zip through a firefight to “save” Palpatine from the clutches of Dooku and Grievous. This whole battle, from the opening shot of the film to the “happy landing” on Coruscant, is a real achievement. Again, it’s the sort of stuff that fans’ dreams had long been made of.

Jedi wisdom: After envisioning that Padmé will die in childbirth, Anakin turns to Yoda for some sage words. Our little green friend dishes out an absolutely belting piece of advice, which falls on deaf ears: “Death is a natural part of life. Rejoice for those around you who transform into the Force. Mourn them do not. Miss them do not. Attachment leads to jealously. The shadow of greed, that is.”

Rules of the Force: After ignoring Yoda’s pearls of wisdom, Anakin listens intently when Palpatine offers an alternate way to address those troubling visions: apparently a Sith Lord named Darth Plagueis could “influence the midi-chlorians to create life” and “keep the ones he cared about from dying.” We don’t see anyone actually using these skills, so it could’ve been BS, but if true it would be an interesting addition to the Force rulebook. We also see Sidious using Force lightning and doing a weird sort of high-speed corkscrew jump.

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Who has a bad feeling about this? At the end of the opening action scene, Obi-Wan utters the famous line just before he and Anakin slide their starfighters through the closing door onto Grievous and Dooku’s ship at the last possible moment. And he had good reason to worry: it’s on this ship that Palpatine eggs Anakin into killing Dooku, an unarmed prisoner, while Obi-Wan is unconscious on the floor. It’s easy to see it as a key step in Anakin’s downfall, which ultimately brought the galaxy to its knees. Bad vibes, indeed.

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Galactic stop-offs: We spend quite a lot of time in the galactic capital Coruscant, and of course the fateful duel between Anakin and Obi-Wan gives us our first glimpse at the fiery landscape of Mustafar. We also see Obi-Wan riding around on a Boga on the planet Utapau during his battle with Grievous. And there are brief stop-offs at the Wookiee homeworld of Kashyyyk and Princess Leia’s luscious childhood home of Alderaan. There are glimpses of other places during Order 66, including the colorful jungles of Felucia. And right at the very end of the film, we briefly pop back to the Lars homestead on Tatooine.

Who wins? It’s a huge victory for the baddies, with the Emperor seizing control of the galaxy, construction beginning on the Death Star, most of the Jedi being wiped out, Padmé carking it, Anakin turning to the Dark Side, and Obi-Wan and Yoda retreating into exile. But there is a glimmer of hope in the shape of two newborn babies – Leia is taken to Alderaan by Bail Organa and Luke goes to his family on Tatooine.

The film ends with Uncle Owen and Aunt Beru looking out at the desert planet’s twin suns, with the infant Luke in their care and the stage neatly set for the Empire-upending events of the Original Trilogy. The Prequels weren’t always an easy ride, but Lucas succeeded with the intricate chess game of getting the story where it needed to be. Mission accomplished.

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