Review: Star Wars – Episode III: Revenge of the Sith

It seems hard to imagine, but the Pop Culture Studio’s Star Wars-themed series of articles is almost finished.

Over the course of the last five months, I’ve focussed primarily on posts dedicated to the original Star Wars trilogy, mostly because, well…they’re kinda much better than the prequel films that followed.

Even so, it seems a bit of a missed opportunity to totally gloss over what currently amounts to 50% of the Star Wars saga, which is why this month we’re going to take a look back at the latest – and at the time of its release, final – instalment in the series, Star Wars – Episode III: Revenge of the Sith.

When it first came out in 2005, Revenge of the Sith was generally better received than its predecessors, and watching it now 10 years later, you’ll find it’s either a lot better or a lot worse than you remembered.

Set three years after Star Wars – Episode II: Attack of the Clones, the film opens during the closing days of the galaxy-spanning Clone Wars.

Jedi Master Obi-Wan Kenobi (Ewan McGregor) and his newly promoted apprentice Anakin Skywalker (Hayden Christensen) are among those desperately trying to protect the failing Republic from the ruthless Separatist movement which seeks to destroy it.

When Kenobi is called away on a mission that could ensure victory for the Republic, its leader, Supreme Chancellor Palpatine (Ian McDiarmid), takes advantage of the elder Jedi’s absence to grow closer to young Skywalker, playing on his fears for the safety of Senator Padmé Amidala (Natalie Portman), the woman he married in secret.

As Palpatine’s behaviour starts to suggest there is more to him than meets the eye, the two most senior Jedi in the Order – Yoda (Frank Oz) and Mace Windu (Samuel L. Jackson) – start to unravel a terrifying plot to conquer the galaxy, one which will have terrible consequences for Skywalker, Kenobi and Amidala…

Right off the bat let me just say that Revenge of the Sith has, without doubt, the tightest screenplay of the prequel movies.

Series creator George Lucas has also delivered easily the most well-paced of the three films, and unique among the newer films, his script manages to tug at the heartstrings and evoke a feeling of genuine tension throughout.

That said, the film is also plagued by several of the same problems that hampered Star Wars Episode I – The Phantom Menace and Attack of the Clones.

The most obvious of these is the dialogue, some of which is flat out retched (and I’m not just talking about some of the mangled syntax given to Yoda). Characters regularly say aloud exactly what they’re thinking, and the romantic dialogue between Anakin and Padmé sounds like something you’d hear from a pair of high school sweethearts:

Anakin: You are so… beautiful.

Padmé: It’s only because I’m so in love.

Anakin: No, it’s because I’m so in love with you.

Padmé: So love has blinded you?

Anakin: [laughs] Well, that’s not exactly what I meant.

Padmé: But it’s probably true.


As I’ll get into later, Revenge of the Sith is also a bit of a mess on a tonal level, to the point where it almost functions as two separate films, and there are some clunky or downright bad bits of business in the third act that are hard to look past.

Like the previous two films, Lucas sat in the director’s chair for Revenge of the Sith, and while I’d like to point out that I really am a fan of his, much of the movie was shot against green screens, and it’s not unfair to say that his direction took a back seat to his obsession with digital effects.

Because of this, the acting in the movie – as with the rest of the prequels – is a bit of a mixed bag.

McGregor continues to be the MVP of this trilogy. Not only does he turn in his best Alec Guinness impression yet, he also makes the most of the chance he is given to display a wider range of emotions.

Unfortunately, Portman and Christensen struggle with their parts, largely due to some of the shocking lines they’ve been given.

To be fair to Portman, her work in Revenge of the Sith is actually not too bad, however Christensen still suffers from a penchant for line delivery that oscillates from flat to just plain weird, and his Anakin never quite manages the leap from petulant teen to disturbed adult.

Moving wider afield to the supporting cast, and McDiarmid is outstanding as Palpatine (and his wicked alter-ego, Darth Sidious).

For the first hour or so of screentime, he’s in Shakespearan mode, offering a nuanced take on the Chancellor’s seductive play for Anakin’s loyalty.

Once we hit the halfway mark. Palpatine is revealed for the evil nogoodnik that he is, and McDiarmid shifts gears entirely, chewing scenery like he missed lunch on the day those scenes were shot, and the film benefits from the unabashed fun he has playing an out-and-out bastard.

Rounding out the main (human) cast is Jackson, who is dependably solid as Jedi with attitude Mace Windu, and Jimmy Smits, who does about as much as can be done with the thinly sketched role of virtuous Senator Bail Organa.

And then there are the CGI thespians.

Yoda first made the jump from puppet to pixels in Attack of the Clones, and that transition has finally been perfected in Revenge of the Sith.

True, some of his movements are distractingly more dynamic than what his puppet-self was capable of, but the wider range of facial expressions the little green guy now has at his disposal is invaluable given some of the scenes he has, and former puppeteer Oz is still as good as ever on vocal duties.

That said, fellow CGI performer General Grievous is a bit of a disaster. Steeped in digital overkill and relying on splutters and anatomical gimmickry over actual characterisation, he pretty much symbolises everything wrong with the prequels,.

While we’re on the subject of digital effects, it won’t come as much of a surprise when I say that the digital and practical effects work by ILM and the stunt team is rather amazing, even a decade on.

Any effects guru will freely admit that on a film of this size, there’s always a best and worst shot, but even if some these less impressive examples of computer trickery appear a bit crude by modern standards, there’s still a lot to love about the design and effects work on display.

Something that will come as even less of a shock is the news that John William’s score is fantastic. Williams has composed so many breathtaking themes by now that I’ve come to believe he transcended the physical plane years ago and now transmits scores directly from the beyond, but now is not the time to discuss my religious beliefs.

Originally intended as as a swansong soundtrack for the entire Star Wars saga, William’s music deftly weaves in and reworks leitmotifs from across both trilogies, as well as introducing new themes, most notably a haunting lament that does a lot to sell the tragedy of what’s happening on screen.

If only the rest of the film shared the same level of thematic consistency. Indeed, as I alluded to earlier, Revenge of the Sith is tonally and thematically a very uneven affair.


The first half of the film is, to be blunt, an awkward mess.

It’s overly juvenile (the killer robots say “excuse me” – seriously, this is something that happens) and like I complained about before, it’s populated with characters who express exactly what’s on their mind or in their hearts, and with words that aren’t exactly poetry:

(Sidenote: wading through the sea of fan-made music videos to find the scene above was a special kind of torture – you’re welcome)

The second half however – when Anakin’s seduction to the Dark Side gets going in earnest – sees the maturity level of the material dramatically increase, and the overall standard of filmmaking picks up as well.

By the time Palpatine gives the order to his genetically engineered turncoat clone troopers and scenes of Jedi getting taken out gangland-style fly in thick and fast, we’re reminded that the Bearded One knows more than a thing or two about film editing.

After all, Lucas did help out his friend Francis Ford Coppola with The Godfather, and fans of that film (which should be all of you!) will recognise the Order 66 sequence as an homage to the assassination scenes in the finale of Coppola’s classic.

Better still is the cross-cutting Lucas unleashes when Palpatine announces the transformation of the Republic into the Empire.

As the old bugger seizes power to the applause of the oblivious members of the Senate, we’re also privy to Anakin – now going by the Darth Vader handle – slaughtering the Separatist leaders, and to the discovery by Obi-Wan and Yoda of his handiwork at the Jedi Temple.

It’s a remarkably effective way of showing us all the bodies Palpatine has used as the foundation for his new order, and of juxtaposing this newly-crowned Emperor’s words of peace with his acts of violence, all whilst further illustrating just how far Anakin has fallen.

In fact, sequences like this one are so dizzyingly well-executed, you’ll soon find yourself comparing Revenge of the Sith favourably to the original trilogy.

This 180 degree about face away from mediocrity and infantile storytelling allows Lucas to build real emotional engagement with his audience for the first time in the prequel trilogy, and once we’re invested, he’s also able to ratchet up the tension as well.

When Obi-Wan and Yoda go on the lam in the third act, we really do get the sense that they are fugitives and that the world as we knew it over the past two films is coming to an end.

Not only that, but at this stage, our players have started to interact with a degree of subtly not present earlier in the piece.

Take the scene where Obi-Wan visits Padmé in order to track down his former pupil and end his reign of terror.

Here, we not only experience anxiety over Obi-Wan’s status as a hunted man, but we’re also faced with the heartwrenching elements of Padmé’s refusal to give up her husband, and Kenobi’s inability to admit that he plans to kill his own best friend.

That we end on the last minute stinger of Obi-Wan admitting he knows that Anakin is Padmé’s baby daddy, and his subsequent all encompassing yet ambigious “I’m so sorry” farewell, is enough to tip this moment over into genuinely decent filmmaking.

It’s not just interplay between characters that takes a step up either; once we pass the film’s midpoint, Revenge of the Sith actually becomes a movie ABOUT something.

It’s not that the other prequels didn’t have any thematic concerns, it’s just the those in Revenge of the Sith are more fully developed and timeless than what came before.

The notion that society (whether it’s our own or one in a galaxy far, far away) is often all too ready to sacrifice liberty and democracy when offered the promise of security is one that has cropped up time and again throughout history, and by exploring this idea in Revenge of the Sith, Lucas elevates the movie above a simple action-adventure film.

Equally evergreen is Lucas’ examination of corruption: of a good person failing from grace despite their best efforts to stay in the light.

Tales centred around the rise and fall of a character are always popular – possibly because they speak to our own moral fallibility – and here, Lucas wrings every drop of pathos he can out of Anakin’s struggle against the temptation to do the wrong thing for the right reasons.

The cruellest part of all is, he comes agonisingly close to succeeding. In a major twist few fans could have seen coming, Anakin at one point actually pulls his lightsaber on Palpatine with the intention of killing him (or at the very least, placing him under arrest – but both seem fair).

Of course, we already know the outcome of this confrontation thanks to the original trilogy, and it’s much less of a surprise when Anakin fails to act on his convictions when offered the chance to save Padmé from the untimely death he has foreseen for her.

Even so, it adds a layer of tragic irony to young Skywalker’s fall, as we realise that all the heartbreak that follows could have been avoided if he had only looked past his own fears and needs and acted with the common good in mind (which would, incidentally, have also allowed him to fulfil his Chosen One duties a good 20 years early, but who’s counting?)

It only gets worse from there on out – although in dramatic terms, much better – as Anakin ultimately ends up the one to (indirectly) cause Padmé’s death.

This revelation not only puts a rather horrible bow on the corruption theme, it also speaks to the age-old lesson that trying to predict the future can lead to self-fulfilling prophesies, and that fixating on things outside of human control at the expense of living in the moment can result in pretty rubbish outcomes.

So based on all of my ramblings above, there’s clearly a lot of nice things to be said about the last hour and a bit of Revenge of the Sith.

And yet, even this stretch of the movie has its problems. Pretty big ones, as it turns out.

In some ways the most egregious of these is the simple fact that Anakin, Darth Vader, whatever you want to call him, kills a bunch of kids.

I’ve written about this before, but just to reiterate – this is a major hurdle in terms of ongoing audience sympathy towards Anakin, and comes perilously close to derailing the tragic aspect of his character arc.

On the one hand, you’ve gotta give Lucas credit for not shying away from depicting the depths to which our hero has sunk, and yet on the other, an act this severe is considered pretty much unforgivable by most people, which in turn kinda undermines Vader’s eventual redemption in Star Wars – Episode VI: Return of the Jedi.

It also feels a little forced.

Even if Anakin has already wiped out a whole village of Sandpeople in Attack of the Clones, it’s still a pretty big jump for him to go from the selfless hero of the opening battle to a guy carving up junior Jedi like they were turkeys on Thanksgiving.

I think the point Lucas is trying to make is that Dark Side is like a drug, and that the more you give in to it, the quicker your slide into evil becomes. But we’re never shown this to any great extent, and the absence of this rationale causes Anakin’s metamorphosis into Darth Vader seem a tad rushed.

Sadly, Anakin isn’t the only character who comes in for a bit of rough treatment – it turns out it’s a bit of a couples thing, as Padmé also bears the brunt of some misjudged characterisation towards the very end of Revenge of the Sith.

If you recall, after Anakin/Vader has Force choked his wife into unconsciousness (not cool, Skywalker!), she goes on to deliver their twin babies (and original trilogy leads) Luke and Leia, before dying.

This would all be fine (well, not fine exactly, but you know what I mean), except that Padmé is explicitly stated not to have died as a result of cosmic domestic abuse.

No, instead, we’re told that, although her injuries have been completely repaired, she has “lost the will to live” – essentially, she dies of a broken heart.

Now, I get the desire to kill off Padmé as part of the climax; it allows for a nice bit of death, birth and re-birth symbolism, when coupled with the arrival of the twins and Vader being fitted with his iconic black suit.

But the main problem I have with this turn of events (aside from any quibbling continuity issues) is that it seriously undermines Padmé’s character.

I mean, could an emotionally exhausted woman – one who had just endured possibly the worst day ever – reasonably be expected to lose the strength needed to raise her two newborn children alone? Sure.

But this is the Star Wars universe, not the real world, and everything we’ve seen of the Senator up to this point has painted her as a strong, self-sufficient young woman who would undoubtedly cling to life for the sake of her kids.

It feels like Lucas overplayed his hand with this plot point in the attempt to milk more poignancy from the finale, but it ends up coming across as contrived, not to mention insulting to the only major female character in this trilogy.

Of my other issues with Revenge of the Sith, the only two worth briefly touching upon are a subplot that has been shoehorned in, and one that has been unceremoniously chopped out.

The subplot that has been crammed into the narrative can best be described as the “Force Ghost issue”, and it relates to a very thinly drawn thread included in the prequel trilogy relating to life after death for the Jedi.

It doesn’t really end up amounting to much, and casual viewers probably won’t even notice it, but still, when Yoda and Obi-Wan randomly start talking about Kenobi’s deceased master Qui-Gon about 10 minutes out from end credits, it’s clunky as hell.

The plot thread that has been yanked out of the film is a holdover from Attack of the Clones, and concerns the mystery of murdered Jedi Sifo-Dyas, the man who allegedly placed the order for the Republic’s army of clone troopers.

To be honest, it’s pretty easy to see why Lucas culled this one. It’s an unnecessary complication to the main story of Revenge of the Sith, and it always felt like a poorly thought out (if admittedly fun) idea to include a detective story in the Star Wars saga.

Nonetheless, it does leave a quite a plot hole in the middle of the film, as we never do get to the bottom of who ordered the clones and why, although their unquestioning loyalty to Palpatine does make it pretty easy to guess the correct answer.

Fortunately, despite these flaws and several others I haven’t covered, for most in the audience, all will be forgiven when the last of the film’s excellent montage sequences rolls around.

In this finale, we at long last see the two trilogies marry up, and if – like the marriage of Anakin and Padmé – it’s not exactly a perfect union, it still works well enough to satisfy.

Indeed, when Obi-Wan at long last channels his inner Dumbledore and hands baby Luke over to his uncle and aunt, our final impression of the prequels is one of hope for the future – not to mention a desire to watch that future unfold in Star Wars – Episode IV: A New Hope, which is surely a sign that Lucas got something right, at least.


Ultimately, what it all boils down to when re-evaluating Revenge of the Sith a decade later is whether or not you loved it or loathed it the first time around.

If you remembered the movie as being just as bad (or worse) than the two films that came before it, you’ll probably find it far more enjoyable than expected. However, if you thought Lucas hit an absolute home run with his last ever entry in the series, you’re likely to come away thinking you may have overreacted just a little bit.

For me, Revenge of the Sith – along with the entire prequel trilogy has a lot in common with Anakin Skywalker: it’s well-meaning, often spectacular, deeply flawed and in need of redemption.

With Star Wars – Episode VII: The Force Awakens nearly upon us, here’s hoping director J.J. Abrams and his team are able to drag these films (and with them, the entire franchise) back into the light when the opening titles roll on 17 December 2015.

So what do you think? How does Revenge of the Sith compare with the other Star Wars films? Let me know in the comments below or on Twitter or Facebook!

3 thoughts on “Review: Star Wars – Episode III: Revenge of the Sith

  1. Great post. I remember liking ROTS, being disappointed in episode 1, and hating Clones for its complicated, convoluted plot.

    Have you heard the theory that the Jar Jar character’s arc included him eventually being revealed to be a sith lord?? He was so unpopular that they abandoned that idea and marginalized his character.

    Liked by 1 person

    1. I have heard this theory – and so has JJ Abbrams, who apparently loves it! I’d be interested to know what the plans were for Jar Jar pre-fan backlash. Was he written out of the ongoing sidekick role because of how universally despised he was, or was it actually a case of Lucas not really having a clear idea of where the story was heading post-Episode I and writing the character out when he couldn’t work him into the narrative for Episodes II and III?

      Liked by 1 person

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