Franchises: Star Wars. Episode III: Revenge of the Sith (2005)

For those who hadn't given up on the prequel trilogy completely at this point, this was George Lucas' last chance. After The Phantom Menace and, especially, after Attack of the Clones, it was time for him to either put up or shut up. In any case, though, this film got a lot of hype in months and weeks leading up to its release since it was both the last one (at the time) and the chapter that was going to bring the saga full-circle. I remember reading many magazine articles on it as the release date approached and, one day in-between movies on the Fox Movie Channel from DirecTV, which I had back then, I saw the theatrical trailer. Judging from that, the movie looked very impressive and, what's more, very dark, just as Lucas promised it would be. That was the big selling point from Lucas, that it would be the darkest film in the series and there was a lot of buzz gathered around the fact that it was the first Star Wars movie to get a PG-13. Whether it was good or not, I knew that it would be huge just from the hype and I was right: it corrected the previous film's performance at the box-office by becoming the highest grossing movie of 2005 in the United States (it was outgrossed internationally by Harry Potter and the Goblet of Fire). My senior year biology teacher, who was a big Star Wars fan, went and saw it on opening night and the next day at school, he told us that it was pretty good. That proved to be the general consensus from both critics and fans as well, that it was much, much better than its predecessors. Needless to say, I was excited to see the movie, even though I hadn't seen Attack of the Clones at that point. What's more, it came out at the perfect time for me: I had graduated from high school very soon after its release and, with no heavy responsibilities on my shoulders, I went and saw it one warm night in June at my local theater. Coming out of it, I was quite happy. I did have some problems with it but I agreed with the general consensus that, overall, it was a good film and, to this day, I stand by my feelings that it's the best of the prequels as well.

Some critics commented that they felt this was the best of the Star Wars films that Lucas himself directed. Now as I said back in my review of the original film, I disagree with that notion and feel that film is his best but, that said, I still think he did a fairly good job with this movie. It's not perfect, mind you. Not by a long shot. He still proves that he's not very good at giving direction to actors who really need it or at writing dialogue, romantic or otherwise. As for his contention that it's the darkest film in the saga, I'm kind of mixed on that. I do think it becomes quite dark at the very end, when the Empire is formed, Padme dies, and Anakin fully becomes Darth Vader, but there are other moments where he's trying to be dark that feel kind of forced. Eric Cohen, one of the commentators on the CineFiles, said it best when he commented that some of the stuff feels like what a little kid's idea of dark would be. I do understand what he's talking about. When you've seen a lot of dark, truly adult movies, the stuff here feels very tame for the most part. And the PG-13 rating... honestly, I think this movie could have gotten a PG without much trouble. I've seen PG-13 movies that are much more horrific than this. In fact, if Lucas wanted to make the rise of Darth Vader much more powerful, he should have really gone balls out with the darkness and violence: you know, screw the kids and push it to where it would probably get an R-rating, which he, of course, was not going to do. But, despite my problems with the film, which I will get into presently, I still think that the prequel trilogy would have gotten off on the right foot had Episode I been more like this.

I feel that this is Ewan McGregor's best performance as Obi-Wan Kenobi. There are still some brief moments where he seems a little awkward with the dialogue he has to say but, overall, I think he really comes into his own. Obi-Wan is just awesome here: he's a very skilled Jedi by this point, able to slice through not only the weak battle droids but is also able to take on the very advanced ones that wield cattle-prod-like weapons without much trouble. He may still get knocked aside by Count Dooku early in the film but he manages to take on General Grievous and kill him all by himself. And he really proves his lightsaber skills in the climactic battle with Anakin, able to hold off his former apprentice throughout a deadly battle across the volcanic planet of Mustafar and, ultimately, cuts off both of his legs and his left arm through one, albeit accidental, swing. This is also the film where I feel that McGregor comes the closest to capturing the air of Alec Guinness from the original trilogy. He not only has his mannerisms down pat but also that feeling of wisdom along with some dry wit. He was very witty in Episode II but, despite how much I liked him there, it may have been too much in the long run; here, I feel that you can really see how he will eventually become the Obi-Wan of the original trilogy. At the beginning of the film, the events of the Clone War seemed to have made a bit less of a jokester and by the end, the rise of the Empire and what happens between him and Anakin have made him much more serious and wise, although his dry sense of humor has been destroyed completely.

On top of everything else, I think McGregor just gives a damn good performance for the most part. I think the scene where he sees the video recording of Anakin killing Jedi is played well by him, particularly when he tells Yoda that he doesn't think he has it in him to kill Anakin. My favorite parts with Obi-Wan, though, are right before and after his climactic duel with Anakin. I love how he tells him that his own actions have taken Padme from him and when he says to him, after Anakin mentions his "new empire," that, "My allegiance is to the Republic, to democracy!" I really thought McGregor handled Obi-Wan's speech to Anakin at the end of the fight very well, seeming very sincere and close to the brink of tears when he tells him, "You were my brother, Anakin. I loved you." Some have criticized Obi-Wan for not finishing Anakin off, leaving alive a very dangerous threat, especially now that he's filled with hatred for Obi-Wan and from the agony he will be in for the rest of his life, but honestly, if I was Obi-Wan, I would have looked at him being burned alive and figured he was as good as dead anyway. Plus, Obi-Wan didn't know at that point that Yoda failed to kill the Emperor so there's now way he could have predicted that the Emperor would come along and retrieve Anakin. Yes, Lucas could have made the hill that Anakin slides down towards the lava steeper or made him fall into a deep, lava pit that he just barely manages to climb out of, which would have confirmed that, even if Obi-Wan wanted to put him out of his misery, there's no way he could have, but it's not a big deal to me. In any case, other than some very small awkward moments concerning his dialogue ("Only a Sith deals in absolutes," which makes me cringe because that's basically what Obi-Wan himself is doing), I really, really liked Obi-Wan in this film and thought McGregor did good.

The most crucial part of the movie, the part that would determine whether it succeeded or failed miserably, was going to be Anakin Skywalker and his fall to the Dark Side. Lucas may have messed up in the past two films by having Anakin be played by a not too good little kid actor and then by a wooden 19-year old, the latter of which played him as a power-hungry, selfish, brat of a person, but here is where Lucas had a chance to redeem the character. Now, here are the good parts: Anakin doesn't come across quite as hateful here as he did in the previous film. He doesn't have any arguments with Obi-Wan except when his master tells him that the Jedi Counsel wants him to spy on Chancellor Palpatine and he does show some good qualities, such as helping his master in the opening space battle as well as when he considers helping the other pilots who are taking part in the fight but Obi-Wan tells him to keep his mind on their mission. You also see how powerful he's become by this point when he takes on Count Dooku by himself and manages to overpower him and slice both of his hands, whereas in the previous film, he got his ass handed to him by Dooku. Finally, I have to comment on a scene that some people would use as an example that he's still whiny and bratty. When Anakin tells the Jedi Counsel that Palpatine wishes for him to be his personal representative on the counsel, Mace Windu tells him that he is on the counsel but they refuse to grant him the rank of a Jedi Master. Anakin is not at all happy about this and honestly, I don't blame him. If I was the only person in the history of the Jedi Order to be put on the counsel and yet refused the rank of a master, I'd be pretty mad too. It would feel like a slap in the face, particularly after I'd single-handedly defeated a powerful Sith Lord like Dooku and rescued the Chancellor. It's no wonder that Anakin started to mistrust the rest of the Jedi because they keep treating him like crap, and he has good reason to think that they don't trust him because Windu even admits that he doesn't.

Unfortunately, there are still a number of bad aspects to the character as well. One of the biggest is that Lucas, not learning anything from Episode II, had Hayden Christensen come back as Anakin. I really a lot of flack could have been avoided had he gotten a much better actor this time around. Christensen is just as wooden as a plank as ever. He has almost no emotions, save for annoyance and rage, and he hardly ever genuinely smiles, typically having this scowl on his face. That leads to another reason why Christensen is a poor choice: Lucas said that he chose him because he looks like he could potentially have the Dark Side in him. Yes, potentially, not almost certainly. Anakin was supposed to be a good person who couldn't overcome a rage and desire for power that dwelt within him; with the way he acted in the previous film and his constant scowling even before he falls in this one, you'd think he was already on the Dark Side. Here, we were supposed to see Anakin swallowed up by Darth Vader, to see the loss of a good person and, despite the compliments I made above, I can safely say that I never saw that. It wasn't that much of a stretch that this guy would turn to the Dark Side. As for his relationship with Obi-Wan in this film, it's better than it was previously but the friendship is still hard to buy. Even though Anakin saves his master's life at the beginning of the film and has some ribbing with him when they arrive back on Coruscant, he still seems to think that Obi-Wan is against him. The other Jedi may not exactly be fans of Anakin but Obi-Wan, to me, is very sincere in how he deals with him. He even tells Anakin that he didn't want the Jedi Counsel to force him to spy on Palpatine and before he leaves to search for General Grievous, he tells Anakin that he must be patient, that it won't be long before he's made a Jed Master. However, Anakin later tells Padme that he doesn't think Obi-Wan and the others trust him. I can understand why he would think the other Jedi don't trust him because they really don't but, if I were him, I would think that at least Obi-Wan did. And yes, I know Palpatine is the one who ultimately turned him against all of the Jedi but I would think that Obi-Wan's sympathetic ear and reassurance, as well as when he tells him why the counsel wants him to spy on Palpatine, would make him realize that he still has one friend left among the Jedi. Okay, maybe Obi-Wan should have spoken up during that scene when Windu refused to make Anakin a master but still. Finally, I just cannot let go of the fact that Anakin was 22 when he became Darth Vader. I just don't like that idea. Maybe it's expectations but I expected him to be the age that Obi-Wan was in this film when he became Vader.

As I've said before, I like the idea that Anakin's path in the prequel trilogy mirrors that of Luke in the original. They both come from Tatooine, starting out with nothing in their lives; they're both thrown into a conflict which leads to their learning to become a Jedi; and they each have the potential to succumb to the Dark Side, which they confront at the end of their respective journeys. If you want even more concrete similarities, both of them lose a bit of their humanity when their right arms are sliced off and replaced with mechanical ones and by the end of their journeys when they are tempted by the Dark Side, they both wear all black, signifying that there is negativity within them. Unfortunately, Lucas messed up the most crucial moments in this film that lead to the eventual and tragic outcome of Anakin's journey. First, we have the moment aboard General Grievous' ship where Anakin literally disarms Count Dooku, with Palpatine then telling him to kill him. Anakin takes about ten seconds to think about it, saying, "I shouldn't," and then coldly beheads Dooku. Again, judging from his actions, you'd think Anakin was already on the Dark Side. Lucas should have dragged this moment out further, showing that Anakin is really battling with the temptation to kill this Sith Lord rather than spare his life because he's helpless. Christensen's terrible acting doesn't help the moment afterward when he tells Palpatine, "He was an unarmed prisoner. I shouldn't have done that. It's not the Jedi way." You think you could put just a smidge of emotion into that line, pal? With the way you said it, it's hard to believe you were sincere. In fact, I think there was a line deleted from the script where Anakin, right after beheading Dooku, says, "I couldn't stop myself." Why didn't Lucas leave that in there? That would have shown that it wasn't completely cold-blooded, that Anakin, for some unknown and disturbing reason, couldn't hold back from killing the defenseless Dooku. But that's nothing compared to how badly Lucas bungled the actual scene where Anakin turns to the Dark Side. Even when I saw this in the theater, I was like, "Oh, come on!" Let's break this down: the main reason that he doesn't want Mace Windu to kill Palpatine is because Palpatine has promised him the power to save Padme, while another one is that Windu was about to kill Palpatine in cold blood, which helped Anakin believe Palpatine's lie that the Jedi were trying to take over the Republic and that their code means nothing. If Anakin now believes the latter, why did he spontaneously regret helping Palpatine kill Windu by saying, "What have I done?!", only to follow it with, "I will do whatever you ask"? To make it clearer why he no longer believes the Jedi, Lucas should have had Anakin kill Windu completely, not inadvertently help Palpatine do so, and then tell Palpatine, "He was going to kill you in cold blood! I now know that you were right and they were lying to me all along. I will do whatever you ask." That would have made his sudden, brutal hatred towards the Jedi much more understandable, instead of him seeming to regret killing Windu and then pulling a complete 180 within the span of seconds. As for the situation with Padme, when Anakin asks Palpatine to save her life, Palpatine says, "To cheat death is a power only one has achieved but if we work together, I know we can discover the secret." That should have been a red flag for Anakin, prompting him to ask, "Wait, you don't know? I just helped you kill another Jedi and you don't know how to save my wife?!" (But, then again, it took Anakin a long time to figure out that Palpatine is Darth Sidious despite the fact that this guy seems to know an awful lot about the Dark Side.)

Anakin's actual turn to the Dark Side leads to another problematic bit: after having officially knighted him as Darth Vader, Palpatine sends him to the Jedi Temple along with a mass of clone troops to wipe out everyone there. There, he murders a bunch of "younglings" hiding in a secluded room. Since Anakin just turned to the Dark Side, this action gives off the disturbing possibility that he's really hated the Jedi for a long time and now that he's a Sith, there's nothing holding him back from exacting this hate. That is completely different from the concept that I thought Lucas was trying to get across, that his fall to the Dark Side is what turned him against the Jedi. If his turn had been how I described it earlier, that he comes to the conclusion that the Jedi were lying to him along, it wouldn't seem like he sporadically developed this hatred towards them. Also, I agree with a common notion that we should have seen just how powerful a Sith Anakin is, with him battling a group of adult Jedi and making short work of all of them. We know he's powerful because of how easily he dispatched Count Dooku but this would have been a chance to see how the Dark Side has increased his power even more so. Some have said that since he killed Tusken Raider children in Episode II, Anakin killing younglings isn't all that shocking. I feel that it could have been made more powerful in one or two ways. One is if Anakin had simply slaughtered the adult Tusken Raiders so that, when he becomes Vader, his slaughter of younglings would have been shocking since, although we'd seen the potential of the Dark Side within him, we'd never seen him do anything so horrific. The other way would be to have the scene in Episode II play out the way it does now, except have Anakin be much more horrified at what he did afterward. If you did that, once he becomes Vader and kills the younglings, it would make it even more powerful because it would feel like the Dark Side really has twisted and corrupted and sapped that feeling of remorse from him completely. It's tricky but it could have been done better than it was here.

One last issue: as I said, the very reason that Anakin turned to the Dark Side was to acquire the power necessary to keep Padme from dying. He even tells her that he can defeat Palpatine and that the two of them can then rule the galaxy. And so, what does he do when he thinks she's betrayed him? He Force-chokes her to the point where she passes out! And right after that, he tells Obi-Wan, "You will not take her from me!" Dude, do you not realize that you just tried to kill her? I think that ship has already sailed. Even after he's put into the actual Darth Vader suit, he asks Palpatine about Padme and he's shocked and devastated to learn that she's dead. Again, I'm like, "What were you expecting?!" And let's back up a bit: it's seemed like the whole reason why he wanted to become so powerful was to keep the ones he loved from dying. So... why does he suddenly have this megalomania about ruling the galaxy? I know in my review of The Empire Strikes Back I said that it seems as if Vader wants to share the power of the Dark Side with a loved one but his offer to Padme just comes out of nowhere. This goes back to him talking about how effective a dictatorship would be in Episode II, suggesting that Anakin is not a good person who turned to the Dark Side but a power-crazed lunatic who just happens to keep the ones that he's capable of loving alive so he can rule with them. Never mind the fact that Anakin tells Padme that Obi-Wan said he turned to the Dark Side and killed younglings to try to turn her against him, when in reality he did do just that! In the end, you have a hard time believing that Anakin was ever a good person but instead was a megalomaniac whose priorities keep changing left, right, and center to the point where you don't know exactly what he wants.

It's a shame that Anakin's becoming Darth Vader was so poorly done because I do feel that once he becomes a Sith Lord, he's quite intimidating. The glare he gives those younglings right before he ignites his lightsaber is very threatening and the scene where he brutally murders the Separatists on Mustafar is very well done. I particularly like that iconic moment where he looks right at the camera and his eyes are glowing an evil golden color, signifying the hold the Dark Side now has on him. But again, this all would be even more powerful if Anakin had truly been a good person who succumbed to evil. After he's killed the Separatists, there's a moment where he's watching the lava and volcanoes Mustafar and as he turns his head, you can see a tear going down his cheek. This is another missed opportunity to me. If Anakin had been characterized the way he should have been, that would have suggested that, for a brief moment, he realizes what he's done and that there's no going back for him now, which would last only a few seconds before the Dark Side takes back its hold on him. Or it could also have meant that he's sad because he's thinking about how much he used to trust the Jedi and now their "betrayal" has led to this. But, with Anakin being characterized the way he is, I have no clue why he's crying. Maybe it is a brief moment of regret but if so, it's not as effective as it could be for the reasons I've given. Finally, minor nitpick, but I really, really wish that Anakin started using a red Sith lightsaber once he becomes Vader instead of continuing to use his blue Jedi one. Just saying.

This is the film where Natalie Portman has the least amount of stuff to do as Padme, which makes dramatic sense given that she's pregnant and this is the story of Anakin's fall to the Dark Side. Unfortunately, her acting is still pretty bad. It's not quite as bad as it was in the previous film but she still can't make the dialogue she's given sound remotely good. I will say that I buy her relationship with Anakin a bit more here because they do act like a married couple. The scene of them in bed together was quite startling to me when I saw it in the theater because there had never been a scene like that in a Star Wars movie. And the two of them do seem to genuinely care about each other here, which is a far cry from the forced, uncomfortable, and unbelievable romance they had in the previous film. Anakin does want desperately to find a way to save her from the premonition that she will die in childbirth and Padme is worried about her husband and the growing mistrust between him and the Jedi Counsel. I think the scene where Anakin waits in the Jedi Temple while Mace Windu goes to deal with Palpatine is very well done. You can tell that both he and Padme are thinking of each other and you get a sense that Anakin is wrestling with the dilemma that, in his dealing with Palpatine, Windu may kill him and potentially destroy any hope that he has of saving Padme. But, despite how slightly improved their relationship is, there are still problems. Even though it is a bit more genuine here, the way they got to this point from Episode II is still problematic and Lucas' romantic writing skills haven't improved much either. One classic is when Anakin is watching Padme on the balcony of their apartment and they have this exchange: "You're so... beautiful." "It's only because I'm so in love." "No. No, it's because I'm so in love with you." "So love has blinded you?" "Well, that's not exactly what I meant." "But it's probably true." Okay, that last part wasn't too bad because Portman looked very sweet when she said it, but still, gag me with a spoon! Finally, I find it interesting that Padme is so horrified when Obi-Wan tells her that Anakin has killed younglings and thinks that he's lying. Did she forget that Anakin confessed to her in the previous film that he slaughtered an entire village of Tusken Raiders, including the women and children? Shouldn't she know that he has this potential in him? It's also funny how she didn't bat an eye at that confession, telling him, "To be angry is to be human," and yet, this horrifies her. I guess killing the children of Tusken Raiders is okay but killing actual human children, particularly Jedi younglings? That's just wrong! It's only when Anakin tells her that they can rule the galaxy that she realizes he's lost it, making her look rather dumb.

As for Padme being pregnant with Luke and Leia, Anakin is at first shocked to learn this but, once he gets over it, he is sincerely excited about it. It adds to his incentive to save her life because, due to all that's happened to him, he does want a family... which is why him Force-choking her is so stupid on his part! Also, the way the pregnancy is handled causes more continuity errors with the original trilogy. Because marriage is forbidden to a Jedi, Anakin and Padme keep her pregnancy a secret, which goes completely against Obi-Wan telling Luke in the original Star Wars that his father wanted him to have his lightsaber when he was old enough. The only reason Obi-Wan even ends up with Anakin's lightsaber is when he picks it up at the end of their battle on Mustafar. Okay, once again, Obi-Wan saying that could be the whole point of view concept, that he actually feels that's what Anakin would have wanted had things worked out differently, but that's putting yet another band-aid on Lucas' mistakes. It would have been more effective and had made more dramatic sense if Jedi were allowed to marry, if there were a scene where Anakin tells Obi-Wan, "If anything happens to me, give the lightsaber to my son when he's old enough," and when he becomes Darth Vader, Obi-Wan takes the saber to fulfill his old friend's wish. In addition, there's the ending where Padme dies right after giving birth to Luke and Leia because, as the doctor droid says, she lost the will to live. Okay, I understand that it's due to her husband having turned to the Dark Side but still, she has her children. You'd think that she would find the will to live for them. Plus, her final words to Obi-Wan are that she knows there is still good in Anakin. Why would she be dying of a broken heart if she feels that way? Finally, let's not forget what Leia told Luke in Return of the Jedi, that she does have memories of her "real" mother, as Luke clarifies to her when he asks her about it. I don't buy the notion that Leia saw a Force-ghost of Padme because that's another band-aid. Lucas should have kept Padme alive (devastated, but alive) and when Yoda and Obi-Wan decide to split the children up, have her go into hiding with Leia while they send Luke to Tatooine to live with Owen and Beru as they do here. I say that because, in Return of the Jedi, Leia said that not only did her mother die when she was very young but while she was alive, she was a very sad person. If this movie had played out the way I just said it should have, we would have instantly known what had happened, that Padme's depression over losing Anakin eventually caused her to die and then, Leia was adopted by Bail Organa of Alderaan. Simple. But, once again, Lucas must not have remembered that or just didn't care.

This is definitely Ian McDiarmid's best turn in the prequels as Chancellor Palpatine. While he's also been playing the alter ego of Darth Sidious in the other films, here he really is playing a dual role. For the first half of the movie, he's a schemer and manipulator, seducing Anakin with the prospect of the power to keep his loved ones from dying as well as slowly turning him against the Jedi Counsel (which, as I said, isn't that hard to do given how the counsel treats Anakin). One of my favorite scenes with Palpatine is at the opera house where he tells Anakin the story of Darth Plaugeis, enticing him with the idea that someone else once found the power to save people from death. This is where the Faustian element of the story starts to come into play as Palpatine does feel the devil, able to read what Anakin wants and using that to entice him over to the Dark Side. You also get what could be background information about Palpatine himself when he tells Anakin that Darth Plaugeis was killed by his apprentice in his sleep after teaching him everything he knew. With the way Palpatine sneers about how Plaugeis was able to save others but not himself, you have to wonder if he was said apprentice (I've heard that has been confirmed in other media but I prefer the mystery of that comes when you only take the movies into account). And if he is indeed that apprentice, he may have been instrumental in Anakin's very conception in that he also says that Plaugeis was able to manipulate the midi-chlorians to create life. Since we know that Anakin had no father, that Shmi just suddenly became pregnant with him, and that Qui-Gon speculated that Anakin might have been a creation of the midi-chlorians, the question is was it Palpatine's doing? I know that in an early draft of the script, Palpatine does tell Anakin that he did, indeed, arrange for his conception, but that was dropped in later drafts so all you can do is speculate now. (Personally, I like that idea more than Anakin being purely an immaculate conception, as I talked about in my review of Episode I.) Still, that doesn't explain why Anakin doesn't become suspicious when Palpatine appears not to actually know how to cheat death, which is a problem. Other than that, though, I really enjoyed Palpatine here and it's easy to see why someone would be seduced by him.

Once Palpatine is revealed to be Darth Sidious and later becomes the Emperor, McDiarmid is able to become the deliciously evil character that he was in Return of the Jedi. I liked him seeing him use a lightsaber in order to battle Mace Windu, something that we've never seen him do before, and despite his age, he proves to be quite adept at the Force, easily slaughtering the other Jedi that Windu brings along and giving Windu himself a run for his money. We then see how Palpatine became disfigured when Windu disarms him and he uses his Force-lightning, only for it to be reflected back at him by Windu's lightsaber. You have to love how slimy Palpatine is, acting like he's so weak and begging for his life in order to gain Anakin's sympathy, only for him to electrocute Windu full-blast when Anakin unintentionally cuts his arm off. I absolutely love it when he yells, "Power! Unlimited power!" McDiarmid delivered that in such an awesome way. Yes, that moment should have let Anakin know how deceptive Palpatine is, but it was so great that I really don't care. Now that Palpatine has fully revealed himself to be Darth Sidious, he becomes such an enjoyable villain with his voice and constant cackling. I love him during his battle with Yoda, electrocuting him and saying, "I have waited a long time for this moment, my little green friend," and his confidence in the Dark Side, levitating platforms and throwing them at Yoda, all the while laughing like the maniac he is. One last bit of evil from him is when he tells Darth Vader that he killed Padme in his anger and while Vader mournfully breaks free of the table he was on, the Emperor smiles evilly behind him, knowing that drove out whatever good and humanity that he had left. He can't even be sure that Padme is dead, unless he feels it with the Force, and yet he still tells Vader that. You just love to hate Palpatine there. But, as much as I enjoy Palpatine when he becomes the Emperor we all knew, I still have some qualms about him. First, it's how he christens Anakin as Darth Vader, like he just came up with that name out of the blue because he pauses for a brief moment while doing so. I always thought there was some significance behind the titles of Sith Lords but apparently the master just comes up with it out of nothing. Second is Order 66, which Palpatine gives to all the clone troops across the galaxy, prompting them to kill the other Jedi. How did Palpatine let them all know about that order? When the clones were created, did Palpatine get them all together and tell them, "When I say execute Order 66, kill all the Jedi"? How did nobody catch onto him telling them that or find out about that order beforehand? Finally, I can't believe that the Senate would just out and out buy Palpatine's story about being attacked and disfigured by the Jedi without some proof. You'd think the Senate would find it strange that the Jedi, who have been the guardians of peace for centuries, would just suddenly try to take over the Republic. On top of that, Obi-Wan and Yoda find a security recording of Anakin attacking the Jedi Temple and pledging himself to Palpatine. Why didn't they have someone take that to the Senate to prove to them that Palpatine is evil? For that matter, why didn't Obi-Wan show Padme that when she refused to believe that Anakin had turned to the Dark Side? And why didn't Palpatine have that footage destroyed and any nearby security cameras taken down? A lot of inconsistency here.

There's not much I can add to Samuel L. Jackson being miscast as Mace Windu than I already have. What I can say about the character himself, though, is something I mentioned earlier: I blame him a little bit for Anakin's mistrust of the Jedi Counsel because he antagonizes him. He's the one who tells Anakin that he's now part of the counsel but won't be given the rank of master. If it was because they mistrusted Palpatine's reasoning for having Anakin be on the counsel, then why did they even let him become a member? It seems like Windu denied Anakin the rank of Jedi Master just to piss him off. And like I said, Windu even admits that he doesn't trust Anakin and thinks it's a bad idea of putting him with Palpatine (then why did you do it to begin with?) It could be because they feel that Anakin is too unpredictable but the guy doesn't seem as arrogant now as he was years before and he managed to single-handedly defeat Count Dooku. In fact, Windu was the one who, in Episode II, said that Anakin had exceptional skills and reassured Obi-Wan that he could be the Chose One. So what happened that made him suddenly despise Anakin so much?  Is it because of his friendship with Palpatine? If so, then he, as well as the others, should have told Anakin that they feel that something isn't right about him, instead of leaving it to Obi-Wan alone to tell him, furthering his mistrust in the counsel. (And if they didn't want that assignment to be on record, as Obi-Wan says, than don't let it be recorded and then give it to Anakin in session!)

Throughout the film, Windu continues to antagonize Anakin. When Anakin tells the counsel that Palpatine wishes for him to be sent out to take care of General Grievous, Windu immediately chimes in with, "The counsel will make up its own mind about who's to go, not the chancellor." (Yoda does compound things by saying that a master is needed for this mission but I don't think he meant any harm by it. Windu is the real dickhead of the counsel.) Windu also comes across as incredibly stupid when he says, "I sense a plot to destroy the Jedi. The Dark Side of the Force surrounds the chancellor." Well, shouldn't that tell him something? And yet, he seems so surprised when Anakin informs him that he's discovered that Palpatine is a Sith Lord. Shouldn't that feeling have tipped him off? And if the Dark Side was clouding everything in the previous film, why did Windu suddenly get that feeling (like I said in that review, the Dark Side's obstructing their vision should have made them realize that there was something rotten in Denmark in the first place). This adds onto his antagonism towards Anakin when he refuses to let him come with him, saying, "If what you say is true, then you will have gained my trust." You just said that the Dark Side surrounds the chancellor and you also seemed pretty sure that Anakin was telling the truth a moment ago. Why do you suddenly disbelieve him? But, as in Episode II, when Windu stops talking and pulls out his lightsaber, he's pretty bad-ass, matching Palpatine's skills in their duel and managing to disarm him. The very fact that he managed to disarm a Sith Lord as strong as Palpatine shows that Windu is indeed powerful. This furthers my feeling that they should have made Jackson a Jedi of action instead of words in these films. He also has a pretty brutal death, with his arm getting sliced off and then getting electrocuted by Palpatine and sent flying out of the window.

Of his appearances in the prequels, I like Yoda the most in this film. Significantly, the CGI used to create him is considerably improved from the previous film and looks very convincing, making it seem as if he really is walking and talking with the live-action characters. My favorite moments with Yoda in this film include the scene on the planet of Kashyyk when he can feel the murder of the other Jedi throughout the galaxy and, shortly afterward, decapitates the two clone troopers who try to kill him in one swing of his lightsaber; when he tells Obi-Wan that Anakin doesn't exist anymore, having been consumed by Darth Vader (it's likey that Yoda already knew via the Force that it was Anakin who had betrayed the Jedi Order given how he already knew his Sith title and had told Obi-Wan that he would find pain if he looked into the security archives); and especially his battle with the Emperor. Yoda is so awesome in that battle, jumping around and matching lightsabers with the Emperor, dodging and climbing on the platforms that the Emperor levitates and throws at him, and catching his Force-lightning. Also, I don't know why, but I really liked Frank Oz's performance here as well. I can't put my finger on it but something about it is just felt better than it had been in the other prequels. Speaking of which, Noah Antwiller of the Spoony Experiment said that he felt Yoda talked in his disjointed manner a lot more than usual here and I do agree that he does seem to do that more here than in previous movies but it didn't bug me like it did. The only issue I do have with Yoda is in his first scene where Anakin is confessing to him the disturbing visions he's having. Yoda wouldn't make a good therapist because the only advice he gives is for Anakin to learn to let go of what he fears to lose. That's not comforting at all, Yoda! (And again, a load of good this general feeling of the Jedi did Anakin.) Other than that, I really like the little green guy here.

General Grievous (voiced by Matthew Wood), the leader of the Separatist droid army who captures Chancellor Palpatine right before the beginning of the film (which turns out to be a ruse because Grievous is, of course, working for Darth Sidious), is a pretty cool secondary villain. I really like his design, with his freaky looking, battle-droid-like body, two sets of arms, and flowing, dark green cape. It's obvious that he's actually a cyborg since he has a living heart inside of him and real eyes within his cybernetic head. It makes for a great mystery because you can't help but wonder what kind of creature he used to be and why exactly he was turned into a cyborg. He also has a nagging, wheezing cough whose origin, as well as his own, I hear is explained in The Clone Wars TV show. (I actually wouldn't mind watching that show if I'd get to see more action with Grievous.) I really like the voice that Wood gives him as well. I'm not sure what kind of accent that's supposed to be but it's very effective, especially when he tells Obi-Wan, "Army or not, you must realize you are doomed." We also found out that he's been trained in the Jedi arts by Count Dooku and uses his extra set of arms and the various lightsabers he's collected from his past Jedi victims to make himself into a major threat. The battle between him and Obi-Wan is quite well done and his death is memorable too, with Obi-Wan shooting him to pieces with a laser blaster. All of this made me wish that he was in more than one movie like Count Dooku.

Some people may feel that Jimmy Smitts was just as out of place in this franchise as Samuel L. Jackson but I actually thought he did a capable job as Senator Bail Organa. Unlike Jackson, I thought he was able to deliver the eloquent speaking-style of the Old Republic much more convincingly and character-wise, he comes across as a very kind man and good friend to the Jedi. He's absolutely horrified when he realizes what's happening to the Republic and that the Jedi are being systematically destroyed across the galaxy. Incidentally, I know Organa was in Episode II but he barely had anything to do there, which is why I didn't mention him in that review, whereas here, he's much more involved in the story. He comes across the massacre at the Jedi Temple and just barely manages to escape. Upon realizing that something horrible has happened, he goes looking for Yoda and finds him as well as Obi-Wan. He also joins the Senate meeting that Palpatine has where he announces the birth of the Galactic Empire and, like Padme, he's one of the few who isn't cheering about it. To that end, he becomes involved in the struggle against the new Empire, helping Yoda escape after his failed battle with the Emperor. Most importantly, he's the one who adopts baby Leia and takes her to live with him and his wife on the planet of Alderaan. In conclusion, some may not have liked him but I thought Organa was a good character and played well by Smitts.

This movie more than any other proves that C-3PO and R2-D2 didn't need to be in the prequel trilogy. R2 is involved a little bit with the mission to rescue the chancellor but Lucas could have easily written that sequence without him, especially since his involvement amounts to little more than some slapstick as he encounters General Grievous' battle droids and is unable to keep the elevator housing Obi-Wan and Anakin going in the right direction. After that section of the movie, he's not involved in the film at all (I don't know why Anakin took him to Mustafar with him because he tells him to stay with the ship). C-3PO's presence is even more meaningless since all he does is stay with Padme and do nothing else. And at the end of the movie, when he and R2 are brought aboard the Yavin IV, which will be Princess Leia's ship at the beginning of the original Star Wars, Organa tells Captain Antilles to erase his memory. I know they did that to get rid of any data that would be useful to the Sith in case the droids fell into the Empire's hands (and to maintain some semblance of continuity with the original trilogy) but still, that rendered everything that 3PO went through in the prequels meaningless. R2's memory wasn't wiped but he can't talk, meaning that his memories of what's happened would be useless and, therefore, there was no reason for him to be in the prequels either. I know it sounds like I've been harping on this throughout all three of these reviews but it really is how I feel. However, despite my feeling that he didn't belong in the movie, I love 3PO's look, with his pristine, shiny golden plating. It's absolutely spectacular and well-designed and it's a shame to know that he would eventually get so dirty in the original trilogy, especially in A New Hope.

Christopher Lee returns briefly at the beginning of the film as Count Dooku and, even though he's killed immediately, it's always nice to see him in a movie. In his brief amount of screentime, he's much more overtly threatening towards Obi-Wan and Anakin, no longer trying to act like he has any good will towards the Jedi. Interestingly, as Darth Vader and the Emperor would do to Luke in the original trilogy, Dooku himself tempts Anakin with the Dark Side, saying, "You have hate, you have anger, but you don't use them." Even though Dooku is still a powerful Sith Lord, managing to knock Obi-Wan away and manipulating the Force so a platform falls on him (how that didn't break his legs, I don't know), Anakin proves that his power has increased substantially since their first battle when he holds his ground against Dooku and eventually manages to literally disarm him. Dooku's beheading, although mostly off in the background, is kind of gruesome because if you look carefully, you can see a little bit of his head rolling away from his body and even a bit of steam rising from it. By the way, after watching all of the prequels again, I realize that the argument I made in my review of Return of the Jedi, about Anakin's redemption not being as sincere because he himself planned to overthrow the Emperor with a loved one not only in The Empire Strikes Back but in this film, is invalid. The reason I bring that up here is because, as you remember in Episode II, Dooku made a similar offer to Obi-Wan: to help him destroy his master so he could get power (he left the latter part out but still). But in this film, Dooku seems shocked when Palpatine orders Anakin to kill him, despite the fact that he was plotting the same thing. I guess Sith Lords are just generally shocked when their masters attempt to replace them, even when they themselves had planned to destroy their masters. Also, Dooku simply wanted power whereas I feel that Anakin wanted to share that power with a loved one, so that also negates my previous argument. (Anakin's sporadic megalomania throughout this trilogy some would say might validate it but ,like I said in my Return of the Jedi review, I would like to think that his son's actions made him realize what a poor Jedi he was as well that he shouldn't have turned to the Dark Side. That doesn't change the fact that I wish Anakin had been characterized differently to begin with, mind you, but it's just my attempting to put the prequels as they are into better context with the original trilogy.) Finally, I have to mention that even Jango Fett was killed off in the previous film, Temuera Morrison is once again present, this time playing the clone troops, in particular Commander Cody (a name that I smiled at when I heard it for obvious reasons). Cody ultimately betrays Obi-Wan, whom it is suggested he became friendly with, when is given Order 66 by Palpatine. And it's interesting to note that Lucas, in one of his many special editions, didn't replace the voices of the storm-troopers in the original trilogy with that of Morrison since that's who the clones eventually became.

It's ironic that this is the only Star Wars film to not be nominated for Best Visual Effects because I feel that the effects here are much improved from the previous film. Although there's undoubtedly more CGI in this film than in the other prequels, not only because of the creatures and ships but also because there's no actual location work for the various planets save for live-action footage used as background plates, I think it looks quite believable for the most part. Yes, the big battle scenes still look a bit like a video game cut-scene but I still feel that they look better. I also think there's better integration of CGI elements with live-action actors and sets in this film. Like I said, I feel that Yoda looks awesome and very believable here. It really does seem like he's talking with the actual actors. The same goes for General Grievous as well, particularly in the battle between him and Obi-Wan. I felt that the CGI planets, Mustafar in particular, looked really good for the most part. But, some of the creatures and droids still look a little fake and could have easily been done with practical effects. I really can't believe that Lucas made the clone troops CGI, even when there's not an entire group of them in a shot. I thought they looked a little funky when I first saw the movie but I couldn't believe that Lucas would that lazy to make them CG but he did. Was it that much of a task to just make some clone uniforms and put real actors into them for those moments? And the same goes for some of the digital environments that could have easily been real sets, such as the main hall of the Jedi counsel building when you see Anakin and Obi-wan walking through it while talking. Was it really that much of a chore to do that set for real, Lucas? Despite those complaints, I think a big reason why the effects look better here to me is because the digital look of the actual film is greatly improved. It's not as overwhelmingly bright as it was in Episode II and feels more natural, making the amount of effects more tolerable and easier on my eyes. It also helps with the tone of the film. While there are still some shots in the bright light of day, a lot of it seems to take place at sunset, dusk, or when there are many clouds hanging in the sky, creating a darkness that constantly hangs over the scenes. It adds some nice atmosphere to the scene where Mace Windu and Yoda wonder if the prophecy about the Chosen One was misread. Anakin's private meeting with Yoda looks particularly moody, with all of the shadows and the light seeping through the barred windows. The scene where Anakin and Padme are thinking of each other on opposite sides of Coruscant is very beautiful to look at with the red-orange look to the sky and it suits the mood very well. Even scenes that are happy have something of an ominous feel to them thanks to the lighting, reminding you that even this moment of happiness won't last very long.

Even though Coruscant is nothing new, I really like the way it looks in regards to the visual aspect of this film. With those sunsets and the darkness hanging over the planet, it gives the feeling that something bad is coming soon and will change the lives of its citizens, which is made concrete on the stormy day where Anakin is brought back after his near fatal battle and is put into the Darth Vader suit. I thought the apartment that Anakin and Padme share looked really good and elegant, with those fountains and that patio that looks out onto the city. And even though you don't get a good look at their bedroom, when I first saw the film, I was just amazed to see a bedroom in a Star Wars movie. Those upper-crust on Coruscant must be really starved for entertainment, though, since all they watch at the opera are these weird shows with big, shimmering bubbles and snake-like forms floating around and entering them. You can even hear people clapping! Is it really that impressive? Finally, you see more of the Jedi Temple and other parts of the planet that belong to the Jedi Counsel, like the archives. I wonder what that room that Anakin met with Yoda in was, though. Is that his private counsel room or something? We also see the planet of Kashyyk, the home of the wookies. What I find immensely funny is that, even though Lucas has tried to wipe this thing out of existence, the design artists turned to the Star Wars Holiday Special for inspiration! Isn't that the same as saying that thing is canon? In any case, Kashyyk looks okay, with its tropical forests and islands strewn throughout the ocean as well as the treetops huts that the wookies live in but other than that, not much to say. Utapau is another okay planet, made of enormous holes that lead down into a network of cities and hiding places, some of which have underground lakes at the bottom. But, like Kashyyk, there's not much else to say about it. When the Jedi are being systematically slaughtered across the galaxy, we get a look at some unnamed planets, such as one with this snowy city where Ki-Adi-Mundi is killed, a jungle planet where this green, female, Twi'lek Jedi is killed, and another city planet similar to Coruscant. The most striking planet to me, though, is Mustafar. The minute I saw that place, I knew that it would play a major part in how Anakin truly becomes Darth Vader. It's a very awesome and well-designed planet, with all of the lava, explosions, the darkly lit control room where Anakin murders the Separatists, and the overcast, smoke-filled sky with just a hint of sunlight beating through. It suits the final battle between Obi-Wan and Anakin very well, symbolizing what has happened between them and to Anakin in particular, with its hellish appearance alluding to his impending damnation. At the very end of the film is the only time where we get a look at Alderaan, the planet that would be destroyed by the Death Star. I can't really comment on it since we see so little of it but we see enough to tell that it does look like a peaceful place, as Leia would describe it as being. We also get our last look at Naboo (if you don't count the 2004 edition of Return of the Jedi) and Tatooine but I'll talk about the significance those worlds hold here later on.

There aren't as many new creatures and droids introduced in this film as there before. In the opening battle, we get a look at some new droids like vulture droids (which I've read were introduced in Episode I but I don't remember seeing them, probably because they had a different paint job), spider-like droids that can fly through space as well as become crab-like machines when in attack mode; buzz droids, which are these spider-like things that latch onto fighters and use cutting tools to damage and destroy their targets (they're no match for R2, though, who manages to destroy one with the taser-like weapon he has built into him); and MagnaGuards, these big, humanoid droids that General Grievous uses as weapons. These guys prove to be quite a challenge with the electrostaffs that they wield and are very hard to put down. Even after Obi-Wan slashes one's head off, the thing still comes after him and only goes down after many other slashes that he provides. The typical battle droids as well as their advanced counterparts are also in this film and this time, Lucas decided to make them comical characters, with funnier voices than the ones they had before and sassy attitudes, like when one sarcastically tells Grievous, "You're welcome," when he roughly takes a lightsaber from its hand. These two advanced battle droids come across R2 in the hangar of Grievous' and they take part in some comical stuff with him when he sprays oil in one's face and ignites it using his booster. He also zaps one's hand later on, causing it to get really annoyed at him and yell, "Ow!" Not that the battle droids were effectively deadly before but at least they were serious in their programming and not fully comedic, which I feel downgrades them even more.

Jar Jar Binks is in this film but it's only in two very brief moments: one after Obi-Wan and Anakin rescue the chancellor and another at the end at Padme's funeral, alongside Boss Nass. The only thing he even says is, "Excuse me," during that first appearance of his. Some may still not like it that he's even here but I'm just glad that Lucas realized that it was best in a serious film like this to not have him say or do anything comical. The wookies return to the series when Yoda joins them to help stave off an attack by the droid army on their planet of Kashyyk. However, while it's nice to see the wookies again as well as get our first glimpse at their home world and see them take part in a big battle, Lucas really doesn't do much with them. Some vine-swing onto the droids' tank-like water vehicles (doing the Tarzan yell again, no less) in order to cripple them and others operate some big laser cannon weapons but other than that, there's not much that the wookies really do to make their appearance in the film memorable. Chewbacca is among the wookies but his appearance proves to be there just to make fans squeal with delight because he really does nothing. He doesn't even take part in the battle and neither does the leader of the wookies, Tarfful. They even got Peter Mayhew back to play Chewie but again, why do that if you're not going to give him anything at all to do? (I bet a lot of people were hoping that Chewie's family from the Star Wars Holiday Special were in this film but, alas, no such luck. Although, apparently the growl of one of the wookies from that special served as Tarfful's growl.) Back on Coruscant, we see a lot of different creatures going to the opera house in the scene where Anakin is called to meet Palpatine there. Among the myriad of aliens, one of them is actually George Lucas himself as a blue guy outside of Palpatine's opera box. It took me a few watches to find out exactly which creature this was alluding to but now, I'm pretty sure that it's the blue-faced guy wearing a hood (Lucas' children also make cameo appearances, the most notable one being his son as a Jedi youngling who dies in front of Senator Organa). When Obi-Wan arrives on the planet Utapau, he meets with the natives, known as Pau'ans, in particular their leader, Tion Medon (Bruce Spence). The Pau'ans are very tall, gaunt, human-like creatures with pale skin, red lines going straight across their bodies, and sharp teeth. Medon tells Obi-Wan in a whisper that General Grievous is, indeed, hiding on the planet and holding them hostage but for some reason, I once thought he was actually working with Grievous and said that in order to lure Obi-Wan down so Grievous could kill him. Looking at it again, though, I guess he was telling the truth in actuality. There are other creatures known as Utai on the planet but they left so little of an impression that when I first read their name, I had no idea what they were. I now that they're these short, pink guys uniforms whom you see here and there. One creature you can't forget, though, is this big lizard with bird feathers and a beak called a Boga that Obi-Wan uses to get down to the level where Grievous is hiding. If he was trying to sneak down their to surprise Grievous, that big, loud thing with its distinctive, trilling call was not the best way to go but, then again, Obi-Wan makes his presence known as soon as he reaches Grievous' level, so it doesn't matter.

The planet Mustafar is where Palpatine has Grievous send Nute Gunray and the rest of the Separatists, saying that it's to keep them safe but in reality, it's so Palpatine can later send Darth Vader to assassinate them. Gunray proves how freaking stupid he still is when the Emperor contacts him and tells him that when Vader arrives, "He will take care of you." The way he said that should have tipped Gunray off to his former lord's intentions but nope, he and the others wait for Vader and are slaughtered when he arrives. In the control room where the massacre happens, you see those weird little droids that roll around on the floor that you would see in the original trilogy. They must clean the floor because I can't think what their other purpose could be. During the battle between Obi-Wan and Anakin, you see brief glimpses of some droids working in the lava river as well as a small floating one that notices the two former friends fighting on the main building's platforms. No significance, just mentioning them. And finally, when Anakin is being placed inside the Darth Vader suit at the end of the film, you see some familiar droids that would pop up in the original trilogy, such as that type that healed Luke in The Empire Strikes Back and some droids that look a bit like that one that Vader used to interrogate Leia in the original Star Wars.

Like the original Star Wars, Revenge of the Sith starts out with a bang in the form of a great space battle, as Obi-Wan, Anakin, and a squadron of clone fighters intercept General Grievous' ship to save the kidnapped chancellor. It's a pretty exciting battle and looks quite good with the CGI, managing to avoid looking like a video game cut-scene for the most part. Anakin shows off his flying skills by manipulating two homing missiles to explode into each other, R2 destroys a buzz droid that lands on Anakin's fighter, R4, Obi-Wan's astro-droid, gets ripped apart by the buzz droids that land on his fighter, Anakin attempts to shoot the buzz droids off of Obi-Wan's fighter but it proves to do more harm than good, and finally, the two Jedi land in the hangar of General Grievous' ship. They immediately jump out and slice through a bunch of battle droids with their lightsabers and from there, this sequence feels like a compact version of the Flash Gordon serial feel to the original film, with several major setpieces spliced in-between. The two of them run into pitfall after pitfall, particularly when it comes to the elevator they use to get to the chancellor. It's filled with droids that they have to destroy, it starts acting screwy and Anakin attempts to climb up the shaft but ends up getting stuck when the elevator starts working again and goes down, he eventually ends up back inside of it with Obi-Wan, and R2 has to deal with two droids that discover him in the hangar. The first setpiece is their confrontation with Count Dooku in the room where the chancellor is being held "hostage." It starts out as a two on one fight but Obi-Wan is quickly tossed aside by Dooku and Anakin battles the Sith Lord himself, eventually overpowering and killing him. After Anakin releases the chancellor and puts the unconscious Obi-Wan over his shoulder, they try to escape but are caught up in a literal cliffhanger situation when the Republic battle-cruisers fire on Grievous' ship, causing it to malfunction and become stuck in a vertical position. They end up in an elevator shaft again, are almost crushed by the elevator, and after the ship becomes level again, they attempt to get back to the hangar but are captured by Grievous' troops (I love Obi-Wan's comment when they're trapped by the ray shields: "Wait, how did this happen? We're smarter than this!") After being taken to Grievous' command deck, the two Jedi use the Force to take back their lightsabers from the villain and engage in a battle with his MagnaGuards while the normal battle droids either run for cover or are forced to hold their positions. They almost manage to capture Grievous but he explodes out the window and runs across the ship to an escape pod (how they managed to survive the vacuum of space, I will never understand). After Grievous escapes, Anakin is forced to land the ship on Coruscant below. The stress from the procedure causes the back half of the ship to fall off but Anakin, though not easily, manages to land it on a Coruscant airfield. Obi-Wan comments, "Another happy landing," despite the fact that Anakin accidentally caused a lot of property damage, including destroying a tower, in the process. Pretty good way to open the movie, if you ask me, and I think it was important to open it with a helping of the good old fun adventure before going into the dark stuff.

There's some action on the planet of Kashyyk but to me, that's the sequence that looks like a video game cut-scene. Plus, I also just don't find wookies attacking droid attack-ships to be that interesting. It's okay but it's not that memorable and doesn't get me excited. What does get me excited, though, is the confrontation between Obi-Wan and General Grievous on Utapau. Even though it was pointless for Obi-Wan to try to sneak up Grievous only to deliberately make his presence known once he reaches his level, I always smile with how Ewan McGregor drops down and says, "Hello, there!" Grievous first sends some MagnaGuards after Obi-Wan but he manages to use the Force to drop a heavy structure onto them and makes short work of one that tries to crawl out from under it. That's when Grievous decides to fight him himself, discarding his robe, popping out his extra set of arms, and igniting four of the lightsabers he's taken from Jedi he's killed in the past. Grievous proves to be quite skilled in the Jedi arts, having been trained by Count Dooku, and uses his four arms to his advantage, swinging two lightsabers in circular pattern at a fast pace to make himself quite deadly. However, Obi-Wan manages to overcome that advantage by slicing off two of Grievous' arms and, once reinforcements come in, the droid leader attempts to retreat in a vehicle that's basically a big mechanical wheel. Obi-Wan uses his Boga to give chase and after battling with Grievous at high speed, attempting to get rid of his electrostaff, the two of them have a final skirmish on a remote platform deep within Utapau's trenches. Since he lost his lightsaber in the chase, Obi-Wan has to use his hands and the Force to kill Grievous. He tears open the cyborg's chest-plate, revealing his organic heart, and after Grievous almost knocks him off the platform, he just barely manages to kill him by shooting him to death with a laser blaster. Obi-Wan ends the fight by walking up to Grievous' corpse while throwing away the blaster, commenting, "So uncivilized." Once again, McGregor's delivery was awesome.

After Anakin tells him that Chancellor Palpatine is a Sith Lord, Mace Windu and some other Jedi head to his office to arrest him, only for Palpatine to whip out a red lightsaber and engage them in battle. He easily kills the Jedi accompanying Windu, leaving the two of them to battle it out themselves. The two of them are mostly evenly matched throughout the duel, although Palpatine's knowledge of the Jedi Arts and dark power do give Windu a run for his money. The brief duel ends after they shatter the large window overlooking the city and Windu disarms Palpatine, forcing him to back into the corner. When Anakin then arrives, Palpatine uses his influence to try to convince him that the Jedi are taking over the Republic and then attempts to blast Windu with his Force lightning, only for him to deflect it back at him with his lightsaber. After his face becomes horribly disfigured and scarred from it, Palpatine feigns weakness to get Anakin to help him when Windu decides to go ahead and kill him. Seeing his only possible chance of saving his wife about to die, Anakin slices off Windu's hand, allowing Palpatine to blast him with Force lightning and send him flying into the distance to his death.

I wouldn't call it an action sequence but the systematic extermination of the Jedi across the galaxy is quite powerful to me. While Anakin leads a squadron of clone troops to attack the Jedi Temple and slaughters everyone inside, Commander Cody and his clone troops attempt to kill Obi-Wan by blasting him and his Boga but Obi-Wan, of course, survives and later manages to escape; Ki-Adi-Mundi is leading an assault in a blizzard on one planet when his clone troops shoot him to death; the green female Twi'lek Jedi is also shot to death by her clone troops on some jungle troops; another Jedi and his troops are on speeder-bikes on another planet when his troops get behind him and blast him; and finally, another Jedi is shot down by his clone troops while flying fighter-ships over a Coruscant-like city. We also see Bail Organa witness the murder of a youngling when he arrives in the midst of the massacre on Coruscant, as well as Yoda feeling the deaths of his comrades (before that, he had felt Anakin's turn to the Dark Side) but, as a result, when his clone troops attempt to kill him, he's ready for them. He jumps up, swings around, and beheads both of them easily. Later on, there's a brief scene where Obi-Wan and Yoda attempt to enter the Jedi Temple in order to recalibrate a fake retreat message and save any remaining Jedi from being killed (unfortunately, there are none left). They have to fight through some clone troops guarding the temple, although it's not at all difficult since there's little security due to the Emperor's Senate meeting. Yoda again proves how awesome he is by flinging his lightsaber into one clone trooper and then pulling it back out when it gets stuck inside him! At the same time, Anakin heads to Mustafar and brutally slaughters the Separatists. It's fairly horrific, with the Separatists unable to defend themselves and some of them actually begging for mercy before being butchered. There are some random battle droids there that try to shoot Anakin but needless to say, he manages to make short work of them as well. Nute Gunray, the last remaining Separatist, tells Anakin that Darth Sidious promised them peace and what's creepy is that Anakin actually stands there and listens to him for a bit before slicing him right across the chest with his saber. To hammer the point home, while Anakin is watching the volcanic action of Mustafar, the scene is inter-cut with shots of the aftermath of the massacre, with all the dead Separatists lying on the floor of the bunker. Some may not think much of it but when I first saw this in the theater, it was pretty shocking for me to see something like that in a Star Wars film.

What makes this movie worth it to me is the last half hour or so of the film because of how dark it becomes. The best thing about this last section is the epic battle between Obi-Wan and Anakin on Mustafar. Seeing trailers and TV spots for the movie, I knew the finale was going to be awesome and I wasn't disappointed. Some may not find it all that powerful because of how badly characterized Anakin has been throughout the movies but I still love this battle. A big reason is because every bit of the environment is used well during the sequence. It starts on the landing platform and moves to the bunker housing the control room, with Obi-Wan and Anakin showing off some very impressive sword skills (from what I can gather, Ewan McGregor and Hayden Christensen are moving as fast as they appear to be) as they try to kill each other. They tear up the inside of the control room and at one point, Anakin grabs Obi-Wan by the throat and attempts to force his own lightsaber on him but Obi-Wan manages to kick him off. He gets Anakin down on the table they're fighting on but they both use the Force to get their dropped lightsabers back and the battle continues. There's one moment where they're not even matching blades but instead, are just swinging their sabers around in front of them wildly. (Don't know what the purpose of that was but it looks cool.) They then try to Force-push each other at the same time, causing a brief struggle of sheer power before they both get blasted backwards by it. Anakin jumps at Obi-Wan and just barely misses him but ends up unknowingly destroying the shield controls for a big section of the base, setting in motion Anakin's eventual fate. The two of them are too busy fighting to notice what just happened and the battle continues on the outside of the facility. The whole time this is going on, Yoda confronts the Emperor and, after they each shake off an attack of Force-lightning and a Force-push respectively, the two of them engage in their own lightsaber duel, which is just as awe-inspiring as the battle between Obi-Wan and Anakin. The shot of the two of them dueling on the Emperor's throne as it rises into the Senate's meeting room, combined with the music is just epic and gives me chills each time I see it. After a bit of dueling, the Emperor uses the Force to throw various large platforms down at Yoda, who shows that he's still quite agile for an ancient creature, dodging as well as climbing and jumping up on them, making his way towards the Emperor. He even manages to catch one platform with the Force and throws it back at him, giving Yoda the chance to jump right in front of him. The Emperor fires Force-lightning at him again but this time, Yoda manages to catch it and the two of them have a power struggle similar to the one between Obi-Wan and Anakin, which ends in another Force explosion that sends them flying backwards. In Yoda's case, it sends him tumbling to the bottom of the room and he's forced to retreat (I guess he must have been drained because otherwise, I'd think he would have kept fighting).

After that, the battle between Obi-Wan and Anakin gets all the more intense, with the two of them balancing on some narrow pipes while continuing to face-off. They then jump down to another platform to continue their fight, leading into a shot that is quite iconic: the two of them grappling while lava explodes into the air behind them. It isn't long before they realize the danger that they're both in when lava falls onto the now unshielded piece of the base they're standing on and begins to melt through it. The two of them take cover on another part of the platform and as they try to figure out what to do, you see an actual shot of Mount Etna in Italy erupting, which is spliced into the scene very well and adds to the apocalyptic and hopeless feeling of the moment, as does the music once again. The platform then breaks off from the rest of the structure and turns upwards as it falls down into the lava river. Obi-Wan and Anakin are forced to climb up the side of the piece as it floats down the stream, all the while continuing to battle. Seeing that they're heading for a lava-fall, Obi-Wan grabs onto a rope hanging from the structure and manages to swing onto a small, shielded platform that the droids on the planet use to work in the lava. Anakin runs and uses a Force-jump to do the same right before the structure goes over the fall and the battle continues as their platforms head back up the river. Obi-Wan tries one last time to make Anakin understand that he's on the wrong side but Anakin will hear none of it and then jumps onto Obi-Wan's platform, where they have one last bit of dueling before Obi-Wan jumps up onto a bank. Anakin attempts to follow him to continue the fight but Obi-Wan ends up slicing off both his legs and his left arm, and this is where we see exactly how Anakin became Darth Vader. He slides downward towards the lava river and the stumps of his legs catch on fire, leading to his entire body being engulfed in flames as he screams in agony. This is where the concept that Anakin made a Faustian deal with Palpatine is brought full-circle. As I said before, Mustafar basically looks like hell, and now, as he's burned alive, Anakin is being damned, punished for the horrible things he's done. It's a powerful scene, as Obi-Wan, close to tears, watches his former ally become immolated by the fire and, knowing that he's lost him forever, takes Anakin's lightsaber and leaves him for dead.

The film's final scenes add even more gravity to the outcome of the battle and the notion that the Emperor has taken over the Republic. Obi-Wan takes the injured Padme to a medical facility on a remote planet where Yoda and Senator Organa are waiting for them. At the same time, the Emperor finds the almost dead Anakin and takes him back to Coruscant. I really like the idea that, at the exact same moment his children are born, Anakin himself is being fully reborn as Darth Vader, as the medical droids attach robotic limbs to him to replace his missing ones, place inside the suit, and finally, put the mask onto him. It's an awesome moment when the mask slides onto his face, followed by the helmet, there's a beat of silence, and he takes his first breath. After Padme dies when she gives birth to Luke and Leia, what little of Anakin that's left is destroyed when the Emperor tells him that he ended up killing Padme. However, I do agree with the notion that the way Vader screamed, "No!" was really melodramatic and ridiculous. That could have been done a whole lot better, like maybe have him scream it much more angrily, leading into him becoming mournful and sobbing, or leave it on him just going, "Aah!". Plus, when I heard it, I assumed that James Earl Jones came back briefly to do the voice but Jones himself seems to dispute that and Lucas remains hesitant to confirm it. All I can is that's either really Jones and he's just playing games with the fans (which I think is really the case) or they got a very good imitator to do the voice.

The final moments put everything into place for the original trilogy very nicely. We see the somber spectacle of Padme's funeral on Naboo, with the present queen and her followers, as well as Jar Jar and Boss Nass, in attendance. It's a sad scene due to the music and especially when the camera pans down Padme's corpse and shows that she is still wearing the charm that Anakin gave her in Episode I on her finger. We then cut to Darth Vader and the Emperor observing the construction of the Death Star from the bridge of a Star Destroyer. Grand Moff Tarkin is even there, portrayed by an actor named Wayne Pygram who is wearing a mask that is modeled on Peter Cushing's likeness. As the camera zooms in on Vader and the Emperor as they watch the construction, I get another chill because it really gives you the sense that the saga is now truly complete. We then see that Leia has been taken by Senator Organa to Alderaan and the final scene is of Obi-Wan bringing baby Luke to live with Beru and Owen on their farm on Tatooine. Those last images of Obi-Wan leaving the farm and Beru and Owen watching the setting of Tatooine's twin suns, just as Luke did in that iconic scene from the original Star Wars, is such a perfect way to end the film. Like the scene with Vader, it lets you know that the story is complete.

I think this is by far John Williams' best score for the prequel trilogy because it's so dramatic and emotional and really helps the scenes that aren't directed or acted very well. The most memorable piece of music from this film is Battle of the Heroes, the theme for the duel between Obi-Wan and Anakin. It suits the tone of two former friends turned bitter enemies perfectly, managing to be exciting and epic but also somber and tragic. I really like the bit that plays when Obi-Wan and Anakin are forced to take cover as the structure they're on melts off and you see a shot of Mount Etna. Not only does it convey the hopelessness of their present situation but it also creates a sense of tragedy that this is what everything that's happened has led their friendship to. The piece that plays as Yoda and the Emperor enter the Senate's meeting room is so epic with those singing voices that it's a reason why I get chills every time I see it and it was really good to hear a reprise of Duel of the Fates from Episode I during the main part of their battle as well. I also like the atmospheric music that plays when Obi-Wan tries to tell Anakin early on in the film that something is not right about Palpatine's refusal to give up his emergency powers and during the scene where Anakin and Padme are thinking about each other while on opposite sides of Coruscant, the latter once again accompanied by haunting singing voices and made all the more striking by the deep-orange sunset and shots of the city. Finally, we get a powerful reprise of the music from Qui-Gonn's funeral at the end of Episode I, now with an even more tragic sound as Padme dies after giving birth, Obi-Wan and Yoda somberly look at the babies and their deceased mother, and the newly created Darth Vader is raised forward on a slab and learns that he killed Padme. We hear a much less bombastic version of it during Padme's funeral and an eviller version during the lost shot of Vader and the Emperor, which are both very well done and fitting to the scenes. And what would be a better piece to hear during that last moment on Tatooine than Luke's theme, which we first heard in the original Star Wars during the similar scene. The music for the other action scenes are good and exciting and a great prelude to the darker music heard later on but the emotional and dark melodies are my favorite parts of the score and are why I think this is Williams' best work in the prequels.

After all of my criticisms, you're probably wondering if I'm sure that I like Star Wars Episode III: Revenge of the Sith but, believe me, I do. I do recognize that the film has a number of flaws, such as Hayden Christensen and Natalie Portman's acting and dialogue, Anakin's unremarkable and badly written actual turn to the Dark Side, and some of the attitudes among the members of the Jedi Counsel, but it has a lot of stuff going for it as well. Ewan McGregor is great as Obi-Wan Kenobi and Yoda is also awesome, the CGI and digital look of the film is much improved from the previous one, the last half hour of the film, particularly the final battle between Obi-Wan and Anakin, is truly epic, and John Williams creates his best score for the prequel trilogy. Along with the film's undeniable great points, I also simply see a lot of potential in the film and if someone else had wote and directed it, I honestly think it could have rivaled The Empire Strikes Back for the honor of the best Star Wars film ever. So, I guess what I'm trying to say is that I like it because it's truly trying to be a great movie, which, to me, the previous film wasn't, and when it actually is good, it's freaking awesome (if that makes any sense).