Star Wars Movie Retrospective: Star Wars Episode III: Revenge Of The Sith

episode III poster

“You were the Chosen One! It was said that you would destroy the Sith, not join them! Bring balance to the Force, not leave it in darkness!” –Obi-Wan Kenobi

Sometimes the cliché is true; third time is the charm. After the poor reception of the first two Star Wars prequels, filmmaker George Lucas finally hit his directorial stride that he lost long ago with the final prequel Star Wars Episode III: Revenge of the Sith. The result of his efforts? The most underrated and darkest Star Wars film to date.

coruscant battle

Star Wars Episode III: Revenge of the Sith takes place during the last days of the Clone Wars. The opening scrawl literally opens with the word “War!” then explains that the galaxy-wide conflict between the Galactic Republic and the Separatist Alliance has been devastating to the Republic. The Separatists, led by the Sith Lord Count Dooku (Christopher Lee) and his second-in-command the cyborg General Grievous (Matthew Wood), have kidnapped Chancellor Palpatine (Ian McDiarmid), the leader of the Republic. As the Separatists leaders try to flee Coruscant, the capital planet of the Republic with their hostage, a massive and ultimately decisive battle breaks out between two opposing space armadas over Coruscant.

Amidst the cluttered, epic space battle, two Jedi Knights, Obi-Wan Kenobi (Ewan McGregor) and Anakin Skywalker anakin defeats dooku2(Hayden Christensen), take their small fighter ships and infiltrate Grievous’ battlecruiser where Palpatine is being held. The Jedi fight their way to the captive chancellor. They soon confront Dooku and engage in a lightsaber duel where Obi-Wan is knocked unconscious, but they younger Jedi is able to defeat the Sith Lord. At Palpatine’s urging, Anakin beheads a surprised Dooku after some hesitation.

As Anakin tries to escape with Palpatine and Obi-Wan in tow, by this time, the battlecruiser has taken on severe damage from the space battle and is losing orbit. General Grievous manages to escape in a shuttle, leaving Anakin to pilot the battlecruiser and crash land it on the citified planet.

anakin and padmeLater, amidst the celebration among Palpatine and other politicians over Dooku’s death and the war concluding, Anakin steals away to rendezvous with his wife Senator Padmé Amidala (Natalie Portman), whom he secretly married in defiance to Jedi rules that forbids romantic relationships. She reveals that she is pregnant, and although he is excited at first, that night he has dreams where she dies during childbirth, which unsettles him.

General Grievous arrives on the planet Utuapo, his base of operations, and confers via hologram with the Sith Lord Darth Sidious. The cloaked figure orders him to bring other Separatists leaders to the volcanic planet Mustafar and announces that soon he’ll have a younger, more powerful replacement for Dooku.

At the Jedi Temple on Coruscant, yoda anakinAnakin confides with Jedi Master Yoda (Frank Oz) about his premonitions. Yoda warns him about being obsessed with his visions and adds “The fear of loss is a path to the dark side.” The wizened Jedi tells Anakin that death is a part of life and those that die become one with the Force and that the living shouldn’t mourn them and to let go of his fears. Anakin is clearly unsatisfied with Yoda’s advice.

Later, Anakin meets with Palpatine, who appoints him to be his representative to the Jedi Council. This is against Jedi procedure since they make such appointments. The young Jedi is happy, thinking that he’ll become a Jedi Master, but is angered later by the Council. The other Jedi state that while they accept the appointment and he can sit in the Council, he won’t be made a Jedi Master. After the Council meeting concludes, Obi-Wan reveals to Anakin that the Council allowed the appointment because they want the young Jedi to report to them about Palpatine’s dealings. They no longer trust the chancellor who is amassing more executive powers and has stayed in office past his term. Anakin is disturbed by this but Obi-Wan reminds him that the Jedi are loyal to the Senate not its leaders and to not to let his friendship with Palpatine cloud his judgment.

anakin palpatineAt night, Anakin joins Palpatine at an opera and learns of Grievous’ location. The chancellor adds that he distrusts the Jedi and thinks that they want to overthrow him . Anakin admits his faith with the Jedi has been shaken lately. Then they engage in a philosophical discussion about the similarities between the Jedi and the Sith. Palpatine asserts to an intrigued Anakin that both sides crave power, but that the dark side of the Force is more powerful and gives one control over life and death.

Anakin later attends a Council meeting and reports that Grievous is on Utuapo and that Palpatine wants him to capture the cyborg leader. The Council members overrule him and assign Obi-Wan to go instead. Anakin is visibly displeased over their decision, but says nothing. Afterwards, he accompanies Obi-Wan to a space port where the two men reaffirm their friendship and separate on good terms.

obi wan and mount

Obi-Wan arrives on Utapau and confronts Grievous. The four-armed cyborg tries intimidating the Jedi with his prowess by wielding four lightsabers simultaneously. Obi-Wan coolly counters Grievous with his adept lightsaber skills. Then a newly arrived clone army attacks the droid army guarding Grievous and the Separatist base. Grievous tries escaping, but is pursued by the Jedi, who catches up to him and the fight ensues. It ends with Obi-Wan shooting the cyborg dead with an “uncivilized” blaster.

obi wan punks g

Anakin reports to Palpatine the news about Obi-Wan’s confrontation. In the conversation, Anakin admits his disillusionment with the Jedi and the chancellor starts manipulating him. He reveals that he is a practicioner of the dark side of the Force and that Anakin could learn so much more if he embraced the dark side. Horrified about the revelation, he leaves and informs Jedi Master Mace Windu (Samuel L. Jackson) about the chancellor’s true nature. Windu tells him to wait in the Council chambers while he and other Jedi leave to confront the Sith Lord.

four inept jediWindu and three other Jedi Knights arrive at Palpatine’s office and try to arrest him. But the chancellor is surprisingly fast and kills three of the Jedi with his lightsaber except for Windu. Anakin rushes over to the office in time to see the two men in battle. Windu disarms Palpatine, but the Sith Lord unleashes Force lightning from his fingers at Windu. The Jedi is able to deflect the lightning bolts, which splash back and disfigures Palpatine. palpatine defeats winduWindu realizes that the chancellor is too dangerous and must be killed. Anakin argues that Palpatine should be allowed to live and stand trial. Undeterred, Windu prepares a killing stroke but is stopped by Anakin who dismembers his hand. This gives Palpatine the opportunity to kill Windu with his Force lightning.

Anakin is dismayed at what he’s done. He realizes that he has no place with the Jedi now. Palpatine asks him to become his apprentice and the young man accepts as long he helps him save Padmé. The chancellor agrees and renames him Darth Vader. Palpatine tells him that all the Jedi are enemies of the Republic and must be killed. He orders him to kill the Jedi at the Temple and the remaining Separatist leaders on Mustafar.

As Anakin, now Darth Vader, leads a clone army into the Jedi Temple, Palpatine broadcasts a special command, Order 66, to every clone trooper spread out throughout the galaxy. The clones mercilessly and abruptly turn on their Jedi commanders and decimate the ancient order. The only ones who escape execution are Obi-Wan on Utapau and Yoda, who is on the Wookie planet Kashyyk leading a battle against droid troops. Yoda is able to flee the planet thanks to the help of loyal Wookies, including Chewbacca (Peter Mayhew).

vader marches

The Jedi Temple is in flames as Vader and the clones kill all the Jedi there, including young children, the sole witness to the atrocity is Senator Bail Organa (Jimmy Smits) who went to the Temple to see what was happening. Organa later sends Obi-Wan a holographic message warning about him the slaughter and to meet with survivors at certain coordinates. Meanwhile, Vader goes home and lies to Padmé that the Jedi tried to overthrow the Republic. Then he leaves her for his mission to go to Mustafar and end the war.

Obi-Wan and Yoda meet at Organa’s ship and end of republicplot to return to the Temple and intercept a broadcast for all surviving Jedi to return to Coruscant. Once they arrive, Obi-Wan is able to change the message into that of a warning. From security footage, they learn that Anakin has betrayed them. At the same time, Organa and Padmé attend a session in the senate where Palpatine denounces the Jedi and that in order to maintain order he has to reorganize the Republic into a Galactic Empire. After viewing the footage, the two Jedi decide to confront Palpatine and Vader. Yoda, the stronger of the two, will face Palpatine, while Obi-Wan will confront his former apprentice. From there, the two Jedi separate to confront their foes in battles that will literally decide the fate of the galaxy.


Star Wars Episode III: Revenge of the Sith is the best Star Wars film since The Empire Strikes Back and that is because like that vaunted sequel, it is quite dark and operatic. More importantly, Lucas is able to weave a sense of foreboding absent in the previous prequels that has a cathartic payoff by the time the film comes to its conclusion. At the same time, this film serves as an adequate bridge between the two trilogies as plot threads and characters reach their end while the future is set up.

But aside from brief glimmers of hope in the end, this film dares to have a scenario where evil wins and the stakes in this Star Wars film are even higher than in The Empire Strikes Back. That is because we already know the consequences of what surrounded jedihappens. We see that the lofty galactic civilization in the Star Wars universe has decayed by the time of Episode IV as the Empire holds a despotic rule. Even more unsettling, is that we see for ourselves the depths that Anakin has sunk to culminating in his implied slaughter of young children at the Jedi Temple. Honestly, his actions make him irredeemable despite his denouncement of the dark side at the end of Return of the Jedi. He eventually kills Palpatine and proves he’s not a complete monster by saving his son’s life, but Anakin has done so much evil in Episode III that his past sins cannot be overlooked.

Some critics complain that the origins of Anakin’s fall from grace were unworthy of such an iconic villain. In the end, Vader was just a spoiled, whiny brat. But usually it’s the petty things that starts big things. It was ironic and a bit of cosmic karma in that his turning to the dark side was motivated chiefly by his desire to keep Padmé alive, but he wound up being responsible for her death.

councilThe tragedy of this story is that so much of it could have been avoided and a large measure of blame has to be placed on the Jedi themselves. Look at it this way, they knew for years that Anakin was a very powerful Force user even if they doubted he was the fulfillment of the prophecy of him bringing balance to the Force. Even though they bring him into the fold and allow him to be trained as a Jedi, they basically ignore him and lose sight of the big picture for that matter. They, including his mentor Obi-Wan, knew Anakin was impetuous and volatile; wouldn’t such a person be vulnerable to the influence of the dark side? Anakin was largely treated as a child and told to stay home while the adults go out to take care of things. True, Anakin wasn’t the most virtuous or heroic figure so we don’t feel any sympathy for him, but we understand his building resentment. Nonetheless, it would’ve been prudent to keep a more careful eye on him.

For that matter, the Jedi completely dropped the ball when it came to the threat of the Sith. Since Episode I, they knew that their ancient enemy had returned but we never saw any real attempt to find the Sith. There were a few mentions that their mastery over the Force was declining, but yoda in painas far as it was seen, the Jedi were too focused on the Clone Wars and destroying droid armies instead of dedicating time to confront the Sith. For that matter, why weren’t the Jedi, except for Yoda, able to sense that something was amiss before the clone troopers turned on them? Were the clones conditioned as part of their upbringing to mentally lull the Jedi until the right moment? These questions lead to the last one, which is was it arrogance or ineptitude that allowed Palpatine to get the better of them? Either way, the Jedi come off tarnished in spite of their glorification by Obi-Wan to Luke Skywalker in the next film. Perhaps it was intentional on George Lucas’ part to show that the Jedi weren’t flawless.

Still, despite their flaws, it was so disheartening to see the Jedi being massacred. In a series of quick cuts across many distinct alien vistas, many Jedi heroically fighting droid troops are unexpectedly cut down by their own armies. The horror and shock of these deaths were well punctuated by John Williams’ perfectly despondent score and the look on Yoda’s face as he felt their slaughter. These actions cement our hatred for the Sith because we witness the death of a noble and just society. Imagine that all this was due to a childish man who had a skewed sense of entitlement.

duel 4This was why the lightsaber duel he has with his old friend Obi-Wan feels so cathartic to watch. People like to complain about the video game nature of the Episode III’s concluding fight and that it was too long. Regardless, seeing Obi-Wan tearing into this ingrate was so satisfying to watch. It helped that the duel was well choreographed by stunt coordinator Nick Gillard, who trained McGregor and Christensen. These two actors did their own stunt work without using stunt doubles and their interactions were what felt the most real in the fake green-screen environment. Each strike of their lightsabers felt intense, brutal and electrifying. It’s easily the best fight in the film, even though their confrontation was intercut with an also impressive battle between Yoda and Palpatine.

That latter fight was more CG-ish and instead of leaving one feeling pumped up, it was more unsettling. Yoda was clearly struggling in his battle with the Sith Lord. He’s supposed to be one of the most powerful Jedi, yet he couldn’t defeat Palpatine, so the battle ended in a frustrating draw and with Yoda fleeing. At least, we got a victory when Ob-Wan soundly defeated Anakin by lopping off his limbs. The only fault here was that the Jedi should’ve finished off his former friend instead of leaving him for dead. Nonetheless, his final words to Darth Vader were powerful and fully expressed our fury towards the fallen Jedi.


Lucas has said that in putting together the prequels he wanted to focus on Anakin, and it’s a shame because many of the characters surrounding the young Jedi were more interesting and better acted. Obi-Wan is a prime example of this. McGregor gives his all in his performances in the three films and his character was the most heroic and noble. There is something tragic and gallant about Obi-Wan where at the end of the film he willingly devotes his life to keep an eye on Luke Skywalker on a backwater planet that he derided back in Episode I. It’s too bad we never learned Obi-Wan’s back story, it must be fascinating, but maybe Lucasfilm will one day produce an Obi-Wan-centric film that will explore the Jedi. McGregor has expressed an interest in reprising the role and he should.

The other performances in this film were on the whole better than in the other prequels. The weak links, of course, force chokeremained with Christensen and Portman. Their scenes weren’t the most captivating thanks to Lucas’ dialogue. Romance is clearly not his forte, which is probably why Padmé doesn’t appear as much compared to the earlier prequels. Here she becomes a plot device, a driving motive for Anakin to commit heinous acts, which understandably horrify her. A major flaw with her arc has to do with her death. Before his duel with Obi-Wan, Anakin Force-choked her. Afterwards, when Obi-Wan gets her medical attention, we learn that she is dying because of a…broken heart. This is just ludicrous. Padmé at this point should be now focused on her children not this creep who tried to kill her. A simple change in the script could’ve had her suffering severe damage from the choking and it would’ve gone over much better.

moffHer death during childbirth underlined how well this concluding prequel bridges the two trilogies. Elsewhere, references to the original films and cameos can be spotted. A careful eye will find a young Grand Moff Tarkin (played by Wayne Pygram a.k.a. Scorpius of Farscape, who eerily appeared as a younger version of Peter Cushing) as the Death Star is being constructed. Even harder to find is Han Solo’s ship the Millennium Falcon, which turned up briefly in a crowded space port. At one point, a young Han Solo was supposed to appear on Kashyyk but that never happened. Aside from Chewbacca, and the infants Luke Skywalker and Leia Organa, Darth Vader makes his first appearance story-wise in Episode III and it’s kind of laughable. That is probably because Christensen portrayed Vader in his full armor and as the armored Sith Lord, lacked the grace and dominating presence that David Prowse brought to the role. Not even James Earl Jones and his booming voice work could salvage this interpretation of Vader.

evil anakin

Some observers in seeing the rise of Darth Vader and the fall of the Republic have said that Star Wars Episode III: Revenge of the Sith was a thinly veiled criticism of George W. Bush and the War on Terror. Some dialogue seems to support this with Anakin’s line “You’re not with me then you’re my enemy” echoing Bush’s sentiment about the War on Terror. His vice president Dick Cheney has often been compared to Palpatine to the point that he was mocked as Darth Cheney. In response, Lucas stated that the story was actually written during the Vietnam War/Watergate era and was a reflection of the political climate back in the ’70s.

Whatever the case may be, Star Wars Episode III: Revenge of the Sith is a superior entry in the franchise. It offers some food for thought and more adult themes (for Star Wars) than usual. The film exudes an aura of tragedy and predestined doom and it’s a good thing that George Lucas concluded the film with the tiniest bit of hope when Obi-Wan delivers Luke to his relatives on Tatooine, safe from Vader’s and the Empire’s reach. Obi-Wan’s act will eventually pay off as the seeds of the Empire’s fall are planted. But that is for the next trilogy to convey.


Star Wars Episode III: Revenge of the Sith is a testament that George Lucas finally found his directing legs and delivered a laudable Star Wars film. But it was too late for many fans who completely wrote off Lucas and cast a too-critical eye on Episode III. That is an unfair assessment of the film, which has its own merits when looked upon objectively. It does have many of the previous prequel’s faults, but it more than makes up for them with its epic scope, sweeping action and its downbeat manner. What’s more is that it isn’t afraid to explore the dangers of absolute thinking, and it boldly shows how evil rises from good intentions and misunderstanding. As it turns out things aren’t so black and white in the Star Wars universe despite the common misconception that the films are simple minded (“Only the Sith deals in absolutes”). It’s for these reasons that Star Wars Episode III: Revenge of the Sith is the most underrated of the Star Wars films. Perhaps it will get its due recognition someday.

José Soto


4 comments on “Star Wars Movie Retrospective: Star Wars Episode III: Revenge Of The Sith

  1. Great write up! I definitely get the sense that Lucas is getting better through each of the prequel movies. The story does seem to get swallowed up by the insanely complicated special effects, groundbreaking at the time, but I do find that Revenge of the Sith is pretty narratively satisfying.

    • Thanks for the comment, I think people these days are too quick to dismiss Lucas in favor for the new movies coming out. A lot of the hoopla reminds me of the hype before Episode I was released and we know how that turned out. 🙂 But let’s see.

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