%% As with all the Star Wars films, Expanded Universe material is irrelevant to the tropes presented in this article.
%% Please discuss all EU material in the StarWarsExpandedUniverse article.
[[quoteright:350:[[Franchise/StarWars http://static.tvtropes.org/pmwiki/pub/images/7ea23ca8dbc23dfe5560f8d0e870ee05.jpg]]]]
[-[[caption-width-right:350:'''Obi-Wan Kenobi:''' You were {{the Chosen One}}! It was said that you would destroy the Sith, not join them! Bring balance to the Force, not leave it in darkness!]]-]


[[folder: War! The Republic is crumbling\\
under attacks by the ruthless\\
Sith Lord, Count Dooku.\\
There are heroes on both sides.\\
Evil is everywhere.\\
In a stunning move, the\\
fiendish droid leader, General\\
Grievous, has swept into the\\
Republic capital and kidnapped\\
Chancellor Palpatine, leader of\\
the Galactic Senate.\\
As the Separatist Droid Army\\
attempts to flee the besieged\\
capital with their valuable\\
hostage, two Jedi Knights lead a\\
desperate mission to rescue the\\
captive Chancellor.... ]]

''Revenge of the Sith'' -- the final film in the ''Franchise/StarWars'' prequel trilogy, long thought to be the last ''Star Wars'' movie ([[Film/TheForceAwakens until Disney purchased the franchise's rights]]), and third episode in the film franchise's chronological order.

In the final days of the Clone Wars, a massive battle over Coruscant destabilizes the Separatist forces. As Obi-Wan heads off to end the war once and for all, Anakin turns to TheDarkSide via [[DealWithTheDevil the machinations of Darth Sidious]]. Anakin, now named Darth Vader, participates in the destruction of the entire Jedi order (believing them to be the true enemies of order and justice) along with the rise of the Galactic Empire. The film concludes with the single longest lightsaber battle of all six films, as Yoda and Obi-Wan are forced to do battle with Sidious and Vader respectively to try and stop the Empire in its infancy.

It is considerably DarkerAndEdgier than ''Film/ThePhantomMenace'' and ''Film/AttackOfTheClones'', and is the first ''Star Wars'' film to be rated PG-13 in the United States.

Chronologically followed by ''Film/RogueOne'', then ''Film/ANewHope''. Followed in production order by ''WesternAnimation/StarWarsTheCloneWars''.
!! ''Revenge of the Sith'' contains particular-to-this-film examples of the following tropes:

* ActionizedSequel: The film has many more battle sequences and one-on-one duels than ''Film/AttackOfTheClones'', including a lengthy ActionPrologue.
* AgonyBeam: Force Lightning, which Palpatine uses to kill [[spoiler:Mace Windu]].
* AlasPoorVillain:
** Count Dooku. You can clearly see the sadness and confusion in his eyes when he realizes that Palpatine has betrayed him.
** The Separatists on Mustafar were admittedly ass-holes, but their drawn-out assassinations were also excessive.
* AllForNothing:
** Anakin turned to the Dark Side because Palpatine promised that he knew a way to keep Padmé from dying. But when she learns what Anakin has done she confronts him, leading to him Force Choke her. In the end he becomes Darth Vader, has killed most of the Jedi Order, helped create TheEmpire, and ultimately caused the death of his wife and (so he believes) their unborn baby. He had lost the love of his life, his child, his friends, and everything else he risked his life for. He went from Chosen One to Chosen None.
** The entire Clone War was this for the Jedi and the Separatists. In the end, only Palpatine came out ahead.
* AllOfTheOtherReindeer: With Mace Windu as the ringleader. Anakin is treated very much like an outsider by the Jedi, which only makes it easier for Palpatine, who is invariably nicer to him than the Jedi Council is, to manipulate the heck out of him. Mace in particular makes no attempt to hide his dislike for Anakin, and even after Anakin tells him that Palpatine is the Sith Lord his condescending comment is that Anakin will have earned his trust ''if'' it proves to be true, making it clear that he has not trusted him all the years he has been a Padawan and a Jedi Knight.
* AllThereInTheManual:
** [[spoiler:Padmé's death seemingly centered on a Force-choke from Darth Vader, which she clearly survived. It is explained in supplementary material that the Polis Massa, the aliens that Obi Wan and Yoda meet with in the epilogue, are supposedly not good doctors (for humans anyway) and do not know what the reason behind her dwindling health is. It is also explained in said supplementary materials that it was trachea damage they couldn't detect, because they weren't familiar with human physiology.]]
** In the ''Legends'' continuity, Order 66, as well as the previous executive order, were official orders of the Galactic Army of the Republic that were heavily implied to have actually been secretly placed in the Army's operations structure by Palpatine. The previous order, Executive Order 65, was for the Army to overthrow a corrupt Chancellor (presumably written [[XanatosGambit just in case some other Senator was appointed Emperor instead of Palpatine.)]] The canonical WesternAnimation/StarWarsTheCloneWars gives a simpler explanation behind Order 66, [[spoiler: namely that it is a bio-chip within a clone trooper's brain that overrides their personality and make them attack Jedi on sight when activated by Palpatine's voice command: Execute Order 66. This explains why all the clone troopers address Chancellor Palpatine as "My lord" despite the fact he has yet to become Emperor.]]
** General Grievous is never given any back-story or motivation in the movie itself; to anyone who didn't watch the first Clone Wars cartoon he's a major villain who comes completely out of nowhere.
** You have to read the accompanying novelization and the supplementary EU works to learn that [[spoiler: ''Palpatine'' was Darth Plagueis' apprentice who betrayed and murdered him]] (a rather important fact that's never explicitly stated in the film itself), although it is very heavily implied.
* AlwaysSaveTheGirl: [[NiceJobBreakingItHero Anakin, you well-intentioned idiot!]]
* AmplifiedAnimalAptitude: You could say it's Obi-Wan guiding her through the Force, but Boga is very good at knowing where he wants her to take him, in three dimensions no less. Made more blatant in the novelization.
* AndIMustScream: Definitely played with. Vader in the mechanical suit only has a small triangle-shaped vent where a mouth would be. Also driven home when for the first time in any of the four films with the familiar Vader we all know, [[spoiler:we get to see for a brief moment what Vader's field of vision looks like from inside the mechanical suit.]] The "look" on Vader's face when the mask is put on is very disheartening and depressed, since he knows he will have to wear it for the rest of his life. The novelization describes exactly how painful it is for Vader to have his suit breathe and see for his burned lungs and eyes.
* {{Angrish}}: Vader himself after he loses his fight with Obi-Wan on Mustafar. This would lead him to his Sith alliance.
* AnArmAndALeg: [[BloodlessCarnage Numerous people lose limbs.]] It is ''Star Wars'', after all.
** Anakin cuts off Dooku's hands in the ActionPrologue, before beheading him at Palpatine's urging.
** Obi-Wan cuts of Grievous's hands in the second act. Well, two of them. Then [[DirtyCoward he runs away... again]].
** And, of course, Obi-Wan cuts off the three limbs Dooku left Anakin with in ''Attack of the Clones''.
* ArtificialLimbs: Anakin has one. [[ForegoneConclusion Later, he gains more.]]
* AscendedExtra:
** Well it's ''Star Wars'', but a notable one is that of Zett Jukassa (played by Creator/GeorgeLucas' son). In ''Film/AttackOfTheClones'' he was the youngling who answered Yoda's question on what happened to the information on Kamino. In this movie he is the young Jedi who fought off a few troopers only to get shot down in front of Bail Organa, in a very shocking moment.
** Senator Bail Organa was notable in the previous movies only due to knowledge that [[Film/ANewHope the planet he represented was Alderaan and that he would become Leia's adopted father]]. In this film he takes on a major role in the story, also explaining how he would be one of the few people who would know Obi-Wan went to Tatooine.
* AssholeVictim: All of the Separatists on Mustafar, but especially that snivelling Viceroy Gunray.
* AtTheOperaTonight: With guest appearances by Creator/GeorgeLucas and his family in blue makeup, and a [[GreenSkinnedSpaceBabe Twi'lek]] [[BestKnownForTheFanservice with an amazing rack]].
* AwesomeMomentOfCrowning: In a twisted way, Anakin being dubbed Darth Vader, and later being placed inside the iconic armor, is awesome in and of itself. Another twisted-but-cool moment comes with Palpatine declaring himself Emperor, juxtaposed with shots of Vader killing Separatist leaders.
* BadBadActing: Palpatine, during his [[WoundedGazelleGambit feigned capture]] by Count Dooku, delivers some rather flat, unconvincing lines.
* TheBadGuyWins: Palpatine, although he doesn't quite get his way; his apprentice, who was supposed to become the most powerful Force user to ever live, is now crippled (with ArtificialLimbs), and two of the most prominent Jedi survive the Purge and go into hiding, no doubt planning to return someday.
** Played straight in the video game though. In the final (non-canon) level, in which you play as Vader fighting Obi-Wan in the final duel, he does not get crippled and kills Kenobi. Palpatine declares that there is none left to oppose them (meaning Yoda possibly died). However, after Palpatine hands Vader his new weapon, a red lightsaber, Vader stabs Palpatine and declares himself the new emperor.
-->"No... The galaxy belongs to me...!"
* BattleAmongstTheFlames: On Mustafar, the LethalLavaLand SingleBiomePlanet.
* BeautyIsNeverTarnished: Several male Jedi, including Ki-Adi-Mundi and an unknown in the Jedi temple, are shot dead by blaster fire. Their clothes--and bodies--show clear burn marks. However, when [[GreenSkinnedSpaceBabe teal-skinned temptress]] Aayla Secura is shot at point-blank range by a squad of clones, her clothes and exposed skin do not show a single mark, even as they pour searing hot plasma into her prone, dead body.
* BeingEvilSucks: Anakin learns this the hard way.
* BigBadassBattleSequence: The Battle of Coruscant, as well as Kashyyyk and Utapau.
* BigNo:
** Darth Vader after hearing of his wife's death. Or, if you're thinking of the infamous bootleg, [[RecursiveTranslation "DO NOT WANT!"]].
** Bail Organa when a youngling is gunned down right in front of him.
* BirthDeathJuxtaposition: Padmé dies on the table while giving birth to Luke and Leia - while on another operating table, Darth Vader takes his first [[VaderBreath breath]].
* BlackCloak: Palpatine wears one as Darth Sidious. [[{{Foreshadowing}} Anakin also dresses in black for much of the movie.]]
* BodyHorror: Anakin's [[EmergencyTransformation transformation into Vader]]. WordOfGod says he wasn't given any anaesthetic for it [[StrappedToAnOperatingTable and was awake the entire time.]]
* BookEnds:
** C-3PO had the first line in the original trilogy, and he gets the last line in the prequel trilogy. In both scenes, 3PO is onboard the ''Tantive IV'', the first ship ever seen in the ''Franchise/StarWars'' universe.
** In his first appearance onscreen in the original trilogy, Obi-Wan walks towards the camera hooded. In the end, he's last seen walking away from the camera after putting on his hood.
** One of the iconic first shots of ''New Hope'' was Luke standing on the hill near his family's farm, staring into the twin sunset, and this movie ends with a similar shot for Owen and Beru holding infant Luke at sunset.
* BrokenAesop: The preservation of democracy against tyranny is one of the morals of the story -- but the Senate is depicted as being one of the biggest problems the Republic has, since they are all too eager to grant more and more executive powers to Palpatine. This escalates to the point where the Jedi Council (the heroes) resolve that they will have to take control of the government when they remove Palpatine from office. This sends a contradictory message that DemocracyIsBad because only a group of unelected warrior-clergy can possibly save the Republic from itself. The novelization explicitly points this out, with the Council discussing the morality of what they're doing, and saying the entire war was a no-win situation for the Jedi.
* ButHeSoundsHandsome: Palpatine has a line that's something of a variant of this trope. When Count Dooku confronts Obi-Wan and Anakin in the opening rescue sequence, Palpatine says to them "Get help, you're not a match for him. He's a ''Sith Lord''."
* CainAndAbel: Anakin and Obi-Wan at the end, eventually. Hammered home when Obi-Wan addresses Vader as his brother at the end of their fight.
* CallForward:
** The final shot is of Owen and Beru standing on a sand dune holding an infant Luke as Tatooine's suns set in front of them. This recalls the famous shot of Luke doing the same thing in ''Film/ANewHope''. It even plays the same music.
** After Obi-Wan kills General Grievous with a blaster, he declares the weapon to be "uncivilized".
** Obi-Wan greets Grievous on Utapau by saying "Hello, there...", which was Obi-Wan's first line in ''A New Hope''.
** [[Film/ReturnOfTheJedi A Skywalker standing over a disarmed fallen Jedi, with Palpatine urging them to deliver the final blow.]]
** A subtle one, but during the Order 66 montage, two clone troopers brake their speeders to get behind their Jedi commander and blast her to bits. In episode 6, Luke did exactly the same thing to the two scout troopers that were chasing him and Leia on Endor, and managed to cripple one of them and sent it crashing into a tree. The camera shots of the speeders firing their lasers are even from the same angle.
** The music first heard during [[spoiler:Qui-Gon's]] funeral in ''The Phantom Menace'' makes a rather emotionally impacting return towards the end during Padmé's funeral as well as during the "birth" of Darth Vader.
** Like ''Film/ReturnOfTheJedi'', Anakin stands by as someone is being hit by Force Lighting and makes a decision that affects his fate forever.
** Grievous kneels before a scaled-up hologram of Darth Sidious, much like Vader does in ''Film/TheEmpireStrikesBack''.
** Padmé's dying words are that there is still good in Anakin, despite all he has done. This is one thing that [[AllLovingHero Luke Skywalker]] inherits from his mother -- in ''Return of the Jedi'', he strongly believes the same thing, and that Vader can be saved from the Dark Side. [[spoiler:He turns out to be right.]]
* CardCarryingVillain: Come on, [[MeaningfulName General Grievous?]] As MAD Magazine commented, "What, was 'Hitler Von Killington' too subtle? How about 'Sergeant Satanstein'?"
* CatapultNightmare: Anakin has one in his and Padmé's apartment on Coruscant when he's DreamingOfThingsToCome.
* TheCavalry: The Clones when they arrive unto Utapau. The Clone army in general aids the heroes up until their FaceHeelTurn when Order 66 is executed.
* CavalryBetrayal: Many of the Jedi deaths during Order 66 took this form, notably Ki-Adi-Mundi on Mygeeto.
* TheChessmaster: Sidious, who only reveals himself to Yoda in the endgame.
* {{Chickification}}: Padmé, an ActionGirl for much of Episodes I and II, spends most of this film pining for Anakin and displaying some BadassDecay, although her pregnancy partially explains this.
* ChildrenAreInnocent: The younglings Vader finds in the Jedi Council chamber during Operation Knightfall, unaware that he's come there to kill them, not rescue them.
-->'''Sors Bandeam:''' Master Skywalker, there are too many of them. What are we going to do?\\
''[[JumpingOffTheSlipperySlope (cue Anakin's lightsaber igniting)]]''
* CleanPrettyChildbirth: When Luke and Leia are born, their heads appear slightly moist but are otherwise clean and dry. Might be [[JustifiedTrope justified]] due to advanced medical technology in the Star Wars 'verse.
* TheCoatsAreOff: Obi-Wan manages it ''three times'' in the course of this one movie, with Anakin not that far behind. One wonders where they get the replacements from.
* ConnectedAllAlong: Who knew that Yoda had met Chewbacca?
* ContinuityNod:
** Grievous has chronic coughing fits, a reference to how Mace Windu wounded him in the (previously-canon) TV show ''WesternAnimation/StarWarsCloneWars''.
** After their climactic duel, Obi-Wan is seen stopping to pick up Vader's lightsaber, which he gives to Luke in Episode IV.
* ConvectionSchmonvection:
** On Mustafar, Anakin and Obi-Wan do not seem to be affected by the heat from the molten lava that they are battling over. The {{novelization}} {{justifie|dTrope}}s this by stating both are using the Force to protect themselves, and in the film itself, there is a blue glow on the underside of the platforms indicating there is some sort of force field to protect from the heat which also extends up past the sides (and there are also miners standing on similar platforms in the lava lake). The station itself also had a similar blue glow, and when it was accidentally turned off, the entire place started to disintegrate.
** Averted at the conclusion of the battle on Mustafar when Anakin bursts into flames even though he is a good 10-15 feet away from the lava.
* TheCorrupter: Palpatine is a ''really'' dedicated Corrupter, who spares no effort and risks his own life in order to bring Anakin to the Dark Side, even though he expects Anakin to eventually become more powerful than himself, and thus very unlikely to remain loyal.
* CosmicDeadline:
** Anakin's fall to TheDarkSide goes ''really'' quickly in this film, since we all know how it has to turn out. The ExpandedUniverse and novelization elaborate on this a bit more.
** The last 20 minutes of the film sure packs in a lot of Exposition explaining how everyone gets to where they were at the beginning of ''A New Hope''. Vader turns evil and gets his armor. Luke and Leia are born and sent to live on Tatooine and Alderaan respectively. Obi-Wan and Yoda go into hiding on Tatooine and Dagobah, with the former promising to watch over Luke. It counts considering how this was one of the main goals of the prequel trilogy.
* CranialProcessingUnit: Subverted. Within the span of a few seconds, Obi-Wan decapitates a Magna-Guard, turns away from it, and is caught off guard when it keeps fighting anyway. This is explained in the movie's visual dictionary that there is a second processing unit and photoreceptor in the chest that it can use.
** There's a continuity error when Obi-Wan fights another Magna-Guard on Utapau before fighting Grievous; he decapitates the Magna-Guard and it collapses immediately, with no more fighting. There are two possibilities: either only ''some'' of them have two processing units, or that Magna-Guard realised that it was fighting Obi-Wan Goddamn Kenobi, and decided to cut its losses.
* CriticalFailure: Near the end of his battle with Grievous, Obi-Wan attempted to knock the cyborg off his feet by kicking his leg. The result: Obi-Wan ends up ''injuring himself'' and giving Grievous the opportunity to throw him off the platform they were on.
* CuffsOffRubWrists: Palpatine does this immediately after Anakin frees him from the chair on the command ship.
* DangerousForbiddenTechnique: Palpatine insinuates to Anakin that he can use the Dark Side to protect Padmé, but it's PowerAtAPrice, as Anakin finds out.
* DarkerAndEdgier: Easily the darkest of the prequel trilogy, or even the entire ''Star Wars'' saga, and the novel is even darker. It has the distinction of being the first film in the franchise to receive a PG-13 rating, followed by ''Film/TheForceAwakens''. However, the [=PG=]-13 rating didn't exist until 1984, the year after ''Film/ReturnOfTheJedi'' was released.
* DarkIsNotEvil[=/=]LightIsNotGood: Palpatine convinces Anakin that this is the truth. However, this is absolutely ''not'' the case as far as morality in the ''Star Wars'' universe goes - shades of grey are present, but Palpatine is easily the most evil being in the universe.
* DarkReprise: The Force Theme towards the end of the movie. It turns into a hopeful TriumphantReprise in the final scene, where the promise that HopeSpringsEternal makes itself clear.
* TheDarkSideWillMakeYouForget: Anakin teams up with Palpatine to save Padmé. What he learns from Palpatine ends up driving her away.
* DayOfTheJackboot: Palpatine's plans come to fruition in this film as he establishes himself as Emperor.
* DeadlyEuphemism: Near the climax, Darth Sidious tells the leaders of Separatists Alliance he sent his new apprentice DarthWiki/DarthVader to their HQ to "take care of them". [[TooDumbToLive They don't take the hint]].
** {{Lampshaded}} in the novelization. When Nute Gunray begs to Vader that "(Sidious) said we would be left in peace," Vader cuts him down, responding "His transmission was garbled. [[BondOneLiner He said you'd be left in pieces."]]
* DeadpanSnarker: Obi-wan is the champ. About three quarters of his dialogue are dry, pithy summaries of the current situation.
* DeathByChildbirth: Anakin dreams this will happen to Padmé. He immediately begins working to figure out a way to prevent it from happening. [[spoiler:She does die in childbirth, but it's more accurately...]]
* DeathByDespair: [[spoiler:Padmé, in addition to dying from internal injuries from her throat.]]
* DemotedToExtra: Jar Jar Binks only gets two cameos and one offscreen line, as part of the Senators meeting Anakin and co. post-Battle of Coruscant and at [[spoiler:Padmé's funeral on Naboo.]]
* DespairEventHorizon: Padmé notably subverts this, [[spoiler:even with her despair-related death]], as she states that there is still good in Anakin in spite of everything - and she's the only one who thinks this. Vader, however, leaps over this line when he learns that [[spoiler:he was directly responsible for Padmé's death]], and that his quest was AllForNothing as it essentially destroyed his entire past life - leaving only Darth Vader.
* DestinationDefenestration: [[spoiler:Mace Windu's death.]]
* DisneyVillainDeath: Several battle droids were seen falling down to Coruscant when the ''Invisible Hand'' was losing stabilization and sinking to Coruscant in the beginning of the battle. Inverted with [[spoiler:Boga]], who was a hero, and yet was shot down into a ravine alongside Obi-Wan during [[spoiler:Order 66]].[[note]]The Obsessed With Star Wars Trivia Game implies that she underwent a DisneyDeath.[[/note]]
** [[spoiler:Mace]] dies in this manner.
* DivideAndConquer: Palpatine leaves Anakin isolated from the people that care about him, e.g. Obi-Wan and Yoda on offworld assignments, and Padmé opposing Palpatine's authoritarianism, making it easier for him to lure Anakin to the Dark Side of the Force.
* DoesntLikeGuns: Obi-Wan [[HeroesPreferSwords since he's a Jedi.]] But it turns out to be the [[CombatPragmatist only way he can kill]] [[spoiler:General Grievous.]]
* DoesThisRemindYouOfAnything:
** Vader saying to Obi-Wan, "If you're not with me, then you're my enemy!", has been compared by many to something President George W. Bush said after 9/11, "Either you're with us, or you're with the terrorists." Though it may have been intended to be a CallBack to many Nazi regime slogans.
** Padmé's line "So this is how liberty dies—with thunderous applause", given its context to Palpatine's declaration of the First Galactic Empire.
** "He saved others but he couldn't save himself" is a line associated with Jesus's self-sacrfice during the crucification, which is used by [[ConsummateLiar Palpatine]] to [[FromACertainPointOfView paint Darth Plagueis]] as a heroic DarkMessiah Sith to Anakin.
** The re-entry of the ''Invisible Hand'' looks very similar to the Space Shuttle ''Columbia'' Disaster at one point.
* DontMakeMeDestroyYou: Vader threatens to kill Obi-Wan before their duel commences.
* DoomedByCanon:
** Order 66 dooms a lot of people.
** Amidala was at least going to be a MissingMom, but turns out to be this as well.
** [[spoiler:Obi-Wan Kenobi decides to let an incapacitated Vader die by being left to burn on Mustafar's lava rather than kill Vader himself, unaware that Vader would actually survive and be rescued by Palpatine.]] Once Obi-Wan meets Vader again in ''Film/ANewHope'', [[spoiler:Vader returns the favor Obi-Wan tried to give him nineteen years before]].
* DownerEnding: Well, at least we [[ForegoneConclusion knew it was coming]].
** The Video Game's version plays this straight as an alternate ending: Vader kills Obi-Wan, and Palpatine declares that there is none left to oppose them (meaning Yoda possibly died). However, after Palpatine hands Vader his new weapon, a red lightsaber, Vader stabs Palpatine and declares himself the new emperor. And because Obi-Wan is dead, Padmé would not be able to be taken to Pollis Massa, and Luke and Leia would never have been born. And thus, the Jedi are completely dead.
-->"No... The galaxy belongs to me...!"
* TheDragon: Grievous turns out to be a considerably weaker one than expected, seeing how the movie set him up as a significant threat.
* DramaticShattering: The window in Palpatine's office during his fight with Mace, [[spoiler:whom he later throws out of it.]]
* DreamingOfThingsToCome: Anakin's recurring nightmare about Padmé's death.
* DrunkOnTheDarkSide:
--> '''Emperor Palpatine:''' POWER!!! UNLIMITED POWER!!!!
* DualWielding: General Grievous takes this to the extreme with [[UpToEleven quad wielding.]] [[spoiler:Anakin also takes Dooku's lightsaber after defeating him and uses it to behead him.]]
* DullSurprise: While he doesn't have as much as he does in ''Attack of the Clones'', Hayden Christensen (Anakin) delivers a few lines like this in this movie.
* DyingCurse: Vader during his VillainousBreakdown after he's defeated by Obi-Wan on Mustafar, screaming out his hatred towards the Jedi master, who responds by telling him he loved him like a brother. Subverted in that he doesn't die.
* EasterEgg: In the opening shot of the film, one distant piece of debris that smashes into a Republic Cruiser is a flaming kitchen sink. Apparently, it was a development team in-joke, since the sequence was so ambitious that they claimed to have "Thrown in everything but the kitchen sink", so for fun they threw in the sink as well!
* EpicTrackingShot: The opening battle follows two lowly Jedi starfighters as they swoop in to join a massive battle above Coruscant.
* EtherealChoir: When Anakin's rebirth as Vader is complete, a mournful choral theme is heard. A similar choral theme happens when Sidious tells Anakin about Darth Plagueis at the opera - one of the few times that a ''Franchise/StarWars'' movie has diegetic sound.
* EtTuBrute: Vader believes that the Jedi have betrayed him, and Obi-Wan has this realization himself when he discovers a hologram recording of him as Vader kneeling before Palpatine.
* EvilCostumeSwitch: After Palpatine reveals himself to be a Sith Lord, he puts on his BlackCloak. After he officially [[TheEmpire becomes Emperor]], he openly wears a traditional red Sith robe.
** Anakin [[InTheHood also puts his hood up a lot more]] after being christened Darth Vader, and in the ultimate evil costume switch, he ''{{becom|ingTheMask}}es'' the biomechanical suit of armour we are familiar with.
** To a degree, this also applies to the Republic clones, whose outfits and arsenal more closely resemble the later Imperial Stormtroopers that they would ultimately become.
* EvilFormerFriend: Anakin to Obi-Wan at the end.
* EvilGloating: Done pretty cleverly. Palpatine tells Anakin the story of Darth Plagueis’ death as if it’s a legend, while it was actually Palpatine who killed Plagueis. He clearly enjoys reliving the memory.
* EvilIsHammy:
** Once Darth Sidious drops his act as the GloriousLeader Palpatine, it's time to [[https://www.youtube.com/watch?v=w9KVIfpNG4w chew apart the scenery]].
** Grievous is pretty hammy, spouting movie-villain cliches in a ridiculous ''Transylvanian'' accent.
** Hayden Christensen suddenly drops his DullSurprise when he goes evil and starts hamming it up.
* EvilMakesYouUgly: As Mace Windu deflects Palpatine's close-range Force Lightning with his lightsaber, the intense heat causes Palpatine's face to burn, melt, and disfigure. By the time he ceases his attack, he's the hideous, waxy, unsettling, yellow-eyed Emperor we all know and love.
* EvilMentor: Chancellor Palpatine, both to Anakin and to Padmé.
* EvilSoundsDeep: Grievous' voice.
* ExactWords: Palpatine, to the Separatist High Command, before Vader arrives on their hideout towards Mustafar to ultimately slaughter them (and he did mean it, just not in the way they thought he meant).
-->'''Nute Gunray:''' "The plan has gone as you had promised, my Lord."
-->'''Darth Sidious:''' "You have done well, Viceroy. When my new apprentice, Darth Vader, arrives, he will take care of you."
** Similarly, this is how Palpatine managed to get the Senate to believe that the Jedi turned traitor. Technically, they did go renegade and try to orchestrate a coup against him. He just left out the little detail that he is a ''Sith Lord''.
* ExpectingSomeoneTaller: Grievious and Anakin do this back and forth.
* {{Eyedscreen}}: Done with General Grievous when he's threatening Obi Wan. Loses some impact in the pan-and-scan cut of the film, though—his eyes are spread wide apart compared to a human character, so the camera ends up centered on his forehead, with his actual eyes just off screen.
* FaceHeelTurn: [[CaptainObvious Anakin.]] This is the whole movie in a nutshell.
* FailsafeFailure: Be very careful what you do in the main control room of the Mustafar mining complex. The deflector shields that are the only thing keeping the entire structure from being melted into slag by the surrounding lava deactivate instantly if the console controlling them is damaged.
* FallenHero: The point of the movie is to show what drove Anakin Skywalker into finally becoming Darth Vader. The Clone Army also does this - with the instant of hearing Order 66, the clones go from heroic figures to jackboots.
* FalseReassurance: Palpatine to Nute Gunray. "When my new apprentice, Darth Vader, arrives, he will...[[DeadlyEuphemism take care of you.]]"
* FearfulSymmetry: In the climatic final battle, there are a fair number of moments where [[StudentAndMasterTeam Obi-Wan and Vader]] mirror each other's movements perfectly, complete with a Force-push BeamOWar which sends them each flying in opposite directions.
** At one point, they can even be seen using each others' lightsabers, though the part of the duel where they disarmed each other and retrieved the other's lightsaber to keep fighting was cut.
* FinalSolution:
-->'''Palpatine/Darth Sidious:''' Execute Order 66.
* FingerPokeOfDoom: A simple gesture from Yoda slams two Imperial guards against a wall, knocking them both out.
* FinishHim: Palpatine gets Anakin to execute Dooku this way.
* FinishingMove:
** Anakin uses a pretty cool-looking one on Dooku, sliding his own blade under his and chopping off both of his hands.
** Obi-Wan uses a particularly brutal one on Vader when he tries to jump over him, chopping off both his legs and his left arm in one swift motion.
* FlawExploitation:
** Palpatine uses Anakin's strong emotions and attachment to his wife in order to manipulate him into turning evil.
** Obi-Wan uses Vader's aggressiveness against him during their duel by [[VictoryByEndurance blocking and defending himself]] rather than counterattacking for most of it. This strategy pays off when Vader tries an ill-fated leap that results in his being dismembered.
** Obi-Wan also uses General Grievous' arrogance to his advantage by boldly jumping right into a hangar full of battle droids, counting on the General to challenge him to a one-on-one duel, which he loses.
* ForceChoke: [[spoiler: Anakin uses it tragically on Padmé, his ''wife'', leading her to die later in a way the medical droids couldn't detect]].
* ForegoneConclusion: Anakin turning to the Dark Side and becoming Darth Vader.
* {{Foreshadowing}}:
** Anakin wears black clothes throughout much of the movie. [[spoiler:Guess what color his final suit will be?]]
** Mace Windu plays this straight when he confers with Ki-Adi-Mundi: "[[spoiler:I sense a plot to destroy the Jedi. The Dark Side of the Force surrounds the chancellor.]]"
** Obi-Wan Kenobi says he will not kill Vader/Anakin to Yoda after discovering who was behind the Padawan massacre in the Jedi Temple. [[spoiler:In Mustafar, he keeps his word, leaving it up to the Force. Let's just say [[DoomedByCanon he eventually pays for it]].]]
* FungusHumongous: The low-gravity planet Felucia, where Aayla Secura was killed during Order 66.
* {{Futureshadowing}}: Palpatine telling Anakin "the Tragedy of Darth Plagueis the Wise" is this for the ExpandedUniverse novel ''Literature/DarthPlagueis'', which was released in 2012. Although, [[spoiler: those who read the novel will realize that Palpatine referring to Plagueis by that title [[EvilHasABadSenseOfHumor was actually his sick idea of a joke]].]]
* GodzillaThreshold: The revelation that Chancellor Palpatine is a Sith Lord leaves Mace Windu so shocked that he decides that the Jedi must directly confront Palpatine in force. Unfortunately for him, this is exactly what Palpatine wants, since it gives him permission to attack and destroy the Jedi Order.
* GoodOldFashionedFisticuffs: The film is unusual for being the only Star Wars movie with not one but two fight scenes where characters use unarmed combat (Obi-Wan against Grievous on Utapau, and Anakin and Obi-Wan scuffle a little in their duel on Mustafar). Possibly George Lucas always wanted to put that in, and he figured this was his last chance.
* GoryDiscretionShot: Dooku's [[OffWithHisHead execution]]. This is a PG-13 film, after all...
* HeelRealization:
** After killing Jedi (children included) and murdering the Separatist leaders in cold blood, Vader starts to realize that he's in the wrong, and weeps on Mustafar. Unfortunately, Padmé and Obi-Wan arrived at the worst possible time, bringing the realization to a halt.
** The Jedi in general begin to realize that they're [[HeWhoFightsMonsters becoming more manipulative and power-hungry]], with Yoda cautioning that they're treading a dark path in trying to stop Darth Sidious. [[spoiler:By the time they suspect Palpatine as being the Sith Lord they've been looking for, it's far too late.]]
* HeroAntagonist: Obi-Wan becomes this after Anakin's FaceHeelTurn.
* HeWhoFightsMonsters: The Jedi are starting to realize this as the war drags on. Yoda in particular is very uncomfortable of what they've all been doing.
* HopeSpringsEternal: Even in a galaxy torn by death and sadness, [[Film/ANewHope a new hope]] shall one day rise.
* {{Hypocrite}}
-->'''Obi-Wan''': Only a Sith deals in absolutes.
* IAmTheNoun
-->'''Windu''': The Senate will decide your fate.\\
'''Palpatine''': I '''am''' the Senate!\\
'''Windu:''' Not yet.
* ICantLookGesture: Obi-Wan Kenobi, [[spoiler:having incapacitated his former friend and padawan Anakin]], tries to look away [[spoiler:as Anakin is burned by Mustafar's lava]].
* IfICantHaveYou: More like "If I can't have my wife" for Vader.
* IgnoredEpiphany: Anakin immediately feels regret for attacking Mace Windu...But Palpatine assures him that he did the right thing. It's also implied that Palpatine is manipulating Anakin's emotions with the Force.
* IHaveTheHighGround: Obi-Wan does this at the climax of the [[InterestingSituationDuel lava-surrounded lightsaber duel]].
* ImaginaryLoveTriangle: Vader thought he, Padmé, and Obi-Wan were in a triangle. In reality, it was only his own paranoia that made him think Obi-Wan and Padmé were together, along with a few unhappy coincidences.
* ImperiledInPregnancy: A heavily pregnant Padmé goes gallivanting off to Mustafar after Vader after Obi-Wan tells her Anakin has fallen to the dark side. When Obi-Wan turns up, having stowed away on Padmé's ship, Vader {{Force choke}}s her. Padmé starts dying afterwards, forcing medical droids to induce labor and deliver Luke and Leia.
* IncomingHam: Palpatine specifically avoids hamming it up it the Prequel Trilogy, even under the guise of Darth Sidious. However, that changes once he observes Anakin's FaceHeelTurn, to which he spectacularly yells "POOOOOOOOOOOOOOOOOOWEEEEEEEEEEEEEEEEEEEEER! UN-LIII-MIII-TED, POOOOOOOOOOOOOOOOWEEEEEEEEEEEEEEEER!" as he launches Force Lightning. At that point, he never goes back from being DrunkOnTheDarkSide, proving that EvilIsHammy.
* InterestingSituationDuel: Obi-Wan Kenobi and Vader's duel at the lava streams.
** Yoda and the Emperor's duel in the middle of the Senate chamber.
** The fight on the bridge of the ''Invisible Hand'' as well; Grievous escapes by shattering the windows, as he can survive being spaced but the Jedi cannot.
** Also, Anakin and Obi-Wan versus Count Dooku, while a massive space battle can be seen through the windows.
* IronicEcho: Rather tragically done: Anakin tells Palpatine that he shouldn't have killed Count Dooku, and that he should have stood trial. Palpatine then tells Anakin that Dooku would have been far too dangerous to allow him to live. Later, Anakin then tells Windu when he is trying to deliver the coup de grace that he should have Palpatine stand trial, to which Windu retorts that Palpatine is far too dangerous to be allowed to live.
* IsThatAThreat: Palpatine to Windu. Leads into IAmTheNoun.
* JumpingOffTheSlipperySlope: After agonizing over his role in [[spoiler:Mace Windu's death]], Anakin comes to the conclusion that the Jedi Council would see him as a traitor. He then decides that the best course of action would be to follow Palpatine rather than to explain his motive, which would reveal his connection to Padmé and it would presumably lead to her death. He also believes that Obi-Wan should be spared during ThePurge, but eventually decides to try and take his old master's life once he thinks that he's been having an affair with Padmé.
* KangarooCourt: Windu implies that Palpatine will use his control over the courts to get himself off scot-free if they attempt to simply have him stand trial and not kill him.
* KickTheMoralityPet: Vader and his Force-choking of Padmé.
* KickTheSonOfABitch: Vader's massacre of the Separatist Council, especially with the murder of Nute Gunray.
* KilledMidSentence: Nute Gunray pleads for mercy, only to be quickly cut down by Vader mid sentence.
* KillEmAll: Everyone except the characters who showed up in the original trilogy. Also all the Jedi ([[LastOfHisKind except a few]]) and (almost) all the Separatists.
* KitchenSinkIncluded: In the opening battle scene, when one of the starships blows up, the small piece of debris that flies from it and hits its attacker is a kitchen sink. According to Lucas, this was added after someone on the production team made the typical "everything but the kitchen sink" comment referring to just how much action was in the scene.
* KubrickStare: Two. Probably the most chilling and straightforward example is given by Anakin just before [[spoiler:the climactic battle between him and Obi-Wan on Mustafar.]] Another, quick-and-you'll-miss-it example occurs when Greivous flashes this glare straight at the camera as he orders his droid underlings to "fire the emergency boosters" in the opening sequence.
* LackOfEmpathy: Delivered by ''Yoda'', of all people. When Anakin states that the life of someone important to him is at risk, he simply responds that he shouldn't mourn or miss them, and should rejoice that the person is now one with the force. This comes back ''hard'' on Yoda once Order 66 kicks in - he's clearly pained by the deaths of all of his students.
* LampshadeHanging: Padmé: "Women on Coruscant don't die in childbirth!" Also counts as {{foreshadowing}} since she doesn't give birth on Coruscant.
* LaResistance: The Rebellion was supposed to be this in the film, but unfortunately most of the scenes depicting its formation were cut. Then again, it's far too early for the Rebellion to be formed, since the movie ends shortly after the first "Empire Day".
* LastMinuteBabyNaming: Padmé doesn't name her twins until they are born, and she's dying.
* LateArrivalSpoiler: As mentioned above in ForegoneConclusion, Anakin becomes Vader. The trailers for the movie didn't even bother trying to mask the plot, as it essentially revealed every major plot-point in the trailer.
* LavaAddsAwesome: The final showdown betweenVader and Obi-Wan, naturally, on Mustafar.
* LawOfInverseFertility: Somehow, despite living on an incredibly high tech planet with presumably plenty of access to effective birth control, ''and'' considering that having children would be a dead giveaway to her secret marriage to a Jedi Knight, Padmé ''still'' manages to get pregnant without planning to.
* LethalLavaLand: Mustafar. In fact, it's so lethal (and so lava) that it even manages to (partially) avert the ConvectionSchmonvection rule!
* LetsSplitUpGang: Yoda and Obi-Wan decide to tackle the two Sith Lords separately.
** Justified in the novel for why they don't both go after Sidious. Obi-Wan points out that Sidious killed four of the Order's greatest swordsman and even both he and Yoda together wouldn't stand a chance. Yoda's plan is essentially to throw Sidious off his game by having Obi-Wan take on Vader. Upon sensing Vader in danger, Sidious might lose to Yoda. Of course, they don't take on Vader together because he's not as big of a problem.
* LoveCannotOvercome: Padmé's breakup with Anakin; she begs him to stop what he's doing while there's still a chance, professing that she loves him, and he actually seems to consider it - then Obi-Wan shows up, and it all goes to hell.
* LoveHungry: Anakin regarding Padmé, to the point that keeping her love (and her alive) is all he wants, and when she gets scared of him...
* LoveMakesYouEvil: Anakin's fall to the Dark Side is fueled by his love for Padmé and his willingness to go any lengths to protect her.
* LoweredMonsterDifficulty: The separatist droids are so useless now that R2 can beat them effortlessly, and he doesn't have any ''weapons''. Dooku and Grievous are also much less effective than in previous appearances. The novelization justifies this for the battle against Dooku. Dooku was 83, and Anakin and Obi-Wan have gone from Padawan and Knight to Knight and Master, respectively. In addition, they had learned from their last fight against Dooku in ''Film/AttackOfTheClones'' and now went after him with fighting styles that were much more effective against Dooku's.
* MadeOfIncendium: Obi-wan kills the cyborg General Grievous by using a discarded blaster to shoot Grievous' few remaining organic parts. He quickly catches on fire, and Grievous' [[MadeOfExplodium face explodes]].
* ManchurianAgent: As it turned out, the Clone Troopers were an ''army'' of them, Order 66 being the trigger.
* ManipulativeBastard: Palpatine, to the galaxy.
* MilitaryMage: Jedi often act as ''de facto'' officers commanding squads of Clonetroopers, and are sometimes also deployed as special forces or elite bodyguards or escorts for [=VIPs=]. Jedi Knights who fight with the Republic Army are awarded the rank of General, and even Padawans (apprentices) are automatically awarded the rank of Commander.
* MiniMecha: Some of the Republic army's walkers.
* MistakenForCheating: A major factor in Anakin's fall to the Dark Side is his suspicion that Padmé and Obi-Wan are having an affair, although its only hinted at instead of stated outright.
* MohsScaleOfViolenceHardness: It rates a 6, being the most violent ''Star Wars'' episode to date. Plenty of people lose limbs or heads bloodlessly and [[spoiler:Anakin Skywalker gets lit on fire by being too close to some lava, leaving him badly charred]].
* MoodWhiplash:
** The scene where Palpatine tells Anakin to behead Dooku comes across as being particularly dark in the otherwise lighthearted opening sequence... Which is shortly followed up by more lighthearted shenanigans. In general, the largely-upbeat opening of the film deliberately contrasts to the darkness of the rest of the movie.
** Anakin's nightmare about Padmé's death comes directly after a romantic scene between the two.
** The end of the movie was dark dark dark, followed by a HopeSpringsEternal ending and the credits playing with the triumphant, heroic Star Wars theme...
* MoralDilemma:
** Anakin believes he has to use the Dark Side or else Padmé and their children will die.
** Anakin's choice between letting Mace Windu unlawfully kill Palpatine or saving the Sith Lord's life. He chooses the latter, to the disgust of Mace.
* MouthingTheProfanity: During Anakin's duel with Obi-Wan, Anakin appears to mouth "fuck you" while choking his former master.
* MultiArmedAndDangerous: General Grievous, to Obi-Wan's great surprise.
* MyGodWhatHaveIDone: Anakin after [[spoiler:Windu's death]] and in hand with HeelRealization that he's now become an enemy of the Jedi Order.
* MySecretPregnancy: Padmé wears outfits that conceal her pregnancy in scenes whenever she is appearing in public, since she needs to uphold her impeccable reputation as a senator and, more importantly, hide her relationship with Anakin who is not supposed to have a wife ''or'' children.
* MythologyGag: According to the DVD commentary, the roar that Tarrful was uttering during [[spoiler:Yoda's departure from Kashyyyk]] was actually [[Film/TheStarWarsHolidaySpecial Itchy's]] roar.
* NamesToRunAwayFromReallyFast: The head of the Separatists military forces is called General Grievous. "Grievous" is an adjective that means to cause a great amount of pain or suffering.
* ANaziByAnyOtherName: Palpatine, when declaring the new order, vows to make a Galactic Empire that will reign for ten thousand years (and as evidenced by the Original Trilogy, fell far short of that goal), similar to Hitler's vow of a thousand-year Reich. In addition, some of the Clone Troopers in a deleted scene and supplementary materials, during the attack on the Jedi Temple, disguised themselves as Jedi presumably to sell the act of a Jedi uprising, similar to how Hitler orchestrated a "Polish" (actually Germans disguised as Polish people) attack on key German bases to have the excuse for him to invade Poland. In addition, Order 66 and Operation Knightfall were similar to the Night of Long Knives.
* NeverMyFault: Vader blames Obi-Wan for turning Padmé against him after he Force chokes his wife.
* NeverTrustATrailer: Despite the ForegoneConclusion mentioned above and the TrailersAlwaysSpoil below, the trailers did omit Anakin's motivations to prevent Padmé dying, making it appear that Anakin was motivated purely by his own greed and ambition. Most notable are these edited lines, "The dark side of the Force is a pathway to many abilities some consider to be unnatural." "Is it possible to learn this power?" "Not from a Jedi!" and "Learn to know the dark side of the Force and you will achieve a power greater than any Jedi!"
* NewEraSpeech: Palpatine gets an especially [[LargeHam juicy]] one as he declares the birth of "''[[PunctuatedForEmphasis The First! GALACTIC!]] '''[[PunctuatedForEmphasis EMPIRE!]]'''''"
* NiceJobBreakingItHero:
** The Jedi Council, and Mace Windu in particular, don't trust Anakin because he is too close to Palpatine; yet Palpatine has requested that young Skywalker be his representative on the Council. One option for Mace would have been to explain his misgivings to Anakin, and ask him to make a choice then & there which side to be on. Instead, Mace not only insults Anakin by denying him Master rank, but also sets him up as an informant for the Council in Palpatine's office; and a resentful spy is the best kind of spy. The end result is that Anakin is driven even closer to the Chancellor. I think we all know how this turns out...
** Mace's assassination attempt is also just the excuse Palpatine needs for the Jedi purge.
** Obi-Wan appearing at the wrong time, [[spoiler:which drove Vader to kill Padmé]]. Sure, there's the NeverMyFault factor, but if Obi-Wan had just stayed quiet and hidden [[spoiler:while she was trying to talk sense into him in Mustafar]], probably Anakin could have been redeemed [[spoiler:(especially considering that Vader would become a tortured man for killing the one woman he ever loved for years to come, as Expanded Universe material shows)]].
* NinjaPirateZombieRobot: Grievous, who was specifically described in this manner in tie-in materials as "an alien cyborg."
* NoodleIncident: "Nine times... that business on Cato Neimoidia doesn't... doesn't count..."
* NoOneCouldSurviveThat: When Obi-Wan is almost killed by the clone troopers on Utapau, [[NeverFoundTheBody they don't bother to check for his body]], assuming [[NotTheFallThatKillsYou the long drop must have killed him.]] (He landed in SoftWater.)
** In the novelization and a deleted scene, though, they do send probes to check for his body, but Obi-Wan tricks a nearby monster into eating them. The final film also implies that they sent a drone to locate them, as a drone was seen in the background when Obi-Wan hides out in a cave shortly before the scene transitions.
* NothingIsScarier: In the last scene before Anakin makes his FaceHeelTurn, there's a moment where he looks out to Padmé on the other side of the planet, showing that both of them are distraught by the gravity of the situations they are in - without any dialogue or sound effects, and all set to a creepy, ambient OneWomanWail. It's one of the most unsettling moments in the film because of how well it sets up the tragedy to come.
** When Vader arrives to kill the Separatist leaders, [[InTheHood his hood]] is up and begins cutting them down in something of a MookHorrorShow as they are attacked by a silent, black cloaked figure. This is in contrast to the novelization, which adds a lot more dialogue with Vader spouting off pun-based {{Bond One Liner}}s as he turns their pleas back on them. "He said we would be left in peace!" (is killed) "The transmission was garbled, he said you would be left in pieces."
* NumberOfTheBeast: Given that Palpatine is a SatanicArchetype in the ''Star Wars'' universe, "Order [[MeaningfulName 66]]" is likely done to invoke the number 666.
* OffhandBackhand: Vader does this with a lightsaber blaster deflection when a lowly battle droid tries to shoot him in the back. Yoda does this to two {{Mooks}} with the Force. And Obi-Wan gets a slightly humorous subversion against one of Grievous's droid minions where he quite casually ''decapitates'' it and starts to walk away, only to look back to see that it's still coming after him.
* OffWithHisHead: [[spoiler:How Anakin kills Dooku.]]
* OhCrap:
** Bail Organa when he sees the youngling Zett being gunned down by the clone troops. See "Big No" above.
** Count Dooku's face is frozen in this state when his hands are chopped off and he hears Palpatine say to Anakin: "Good, Anakin, good! [[UriahGambit Kill him.]] [[YouHaveOutlivedYourUsefulness Kill him now.]]"
** Grievous flees his ship and jettisons the escape pods, so Anakin seizes the controls to land the ship. Then the rear half with the main engines breaks off.
--->'''Anakin:''' We lost something.\\
'''Obi-wan''' Not to worry, we are still flying ''half'' a ship.
** Anakin/Vader has one just as the famous mask is being placed on him as he realizes that [[AndIMustScream this is his life now.]]
* OneWomanWail: During a scene when Anakin and Padmé are thinking of one another on Coruscant.
* OrganDodge: After falling in lava after a duel with Obi-Wan, Anakin manages to climb to safety because his prosthetic arm remains intact.
* TheParagonAlwaysRebels: Duh.
* PayEvilUntoEvil: Subverted big-time. Although Nute Gunray and his minions invaded Naboo earlier on, [[spoiler:Vader's eagerness to kill them]] is portrayed as alarming nonetheless. Though there does seem to be some trace of this trope present; [[spoiler:Vader's killing of Nute and his minions]] is shown on screen, whereas [[spoiler:his massacre of the innocent children in the Jedi temple]] is not.
* PeoplesRepublicOfTyranny: The Galactic Republic, when the story takes place 3 years into the Clone Wars. It's now a military dictatorship in all but name, where every single decision is made by Palpatine, and each star system is overseen by a regiment of clone troopers, all in the name of safety and defense. By the time the Empire is declared, Palpatine even points out that they are an Empire already, and it's just a change in name.
* PetTheDog: Near the end of the movie, when Palpatine finds Vader on Mustafar, for a brief moment he acts like he genuinely cares for Vader, and is saddened by what has happened.
* APlanetNamedZok: This film contains the most blatant example in the franchise - Kashyyyk.
* PlatonicDeclarationOfLove: Obi-Wan confesses he loved Anakin like a brother right before leaving him for dead.
* PlotParallel:
** [[spoiler:Grievous is partly removed from a mechanical suit and set on fire; Vader is set on fire and put ''into'' a mechanical suit.]]
** Anakin kills Dooku at Palpatine's behest on the grounds that he's too dangerous to be left alive. Later, Mace Windu tries to do the same thing to Palpatine.
** The critical scene where Anakin's fall to the Dark Side hinges upon a SadisticChoice is also a CallForward to [[BookEnds the finale]] of ''Return of the Jedi'': here, Anakin agonizes as he watches Windu kill the man he believes can save Padmé, and must decide who to help as the victim pleads with him to be saved; in ''Return of the Jedi'', he has to do the same thing when watching the Emperor try to kill his own son.
* PoorCommunicationKills:
** Palpatine's rise possibly could have been averted if Anakin, Windu and Obi-Wan just took a few minutes to talk and actually listen to each other. Obi-Wan and Windu have no problem chatting. It's Anakin who's torn by about fifteen different conflicting loyalties.
** Vader might not have strangled Padmé and dueled with Obi-Wan if he had taken a moment to consider that they were there to save him from himself, not kill him. [[spoiler:The book ends with him actually realizing that his own fears made him kill Padmé.]]
* ThePowerOfLove: In the book, an invocation of this is what steers it into the more positive kind of BittersweetEnding. After numerous notes about the omnipresence of darkness and its assured victory, about how even stars die, this is the last page.
--> The dark is generous, and it is patient, and it always wins - but in the heart of its strength lies weakness: one lone candle is enough to hold it back.\\
Love is more than a candle.\\
Love can ignite the stars.
* PrecisionCrash: A borderline example at the beginning of the film. Grievous' cruiser falls out of the upper atmosphere, with barely any means of control (and massive chunks breaking off constantly, culminating in the ship breaking in half) and still manages to crash-land at an airstrip. It was not being piloted most of the way down, and didn't seem to have any real controls even after Anakin took the helm. Furthermore, it reaches that airstrip ''dead on''.
** The novelization goes on to describe this as Anakin's masterpiece of flying, and that he's flying the ship less through conventional maneuvering thrusters and engines (since its main engine is gone) and more through opening exterior hatches to alter the aerodynamics in subtle ways to get it to go more or less where he wants.
* PreMortemOneLiner: One of the novelization's ''less'' well-received moments. In the film, Vader silently carves his way through the Separatists. In the book, he starts spouting "ironic" one-liners. "We were promised a handsome reward!" "I am your reward. [[PrettyBoy You don't find me handsome?]]"
* ProudWarriorRace: The Wookiees, who help the Republic fight off the Separatists on [[GhibliHills Kashyyyk.]]
* PunchClockVillain: The clone troopers, almost to the point of being AffablyEvil, though we don't get to know any one of them well enough for that. The friendship between Obi-Wan and Cody, their utter lack of enjoyment from executing Order 66, their sincere-sounding apology when they tell Bail Organa to turn around and walk away from the burning temple...plus their suffering from the CloningBlues.
* ThePurge: Order 66, which outlaws all Jedi activity.
* PuttingOnTheReich: The allusions to UsefulNotes/AdolfHitler's rise to power are plentiful.
* PyrrhicVillainy:
** Sure, Anakin helps to win the war, and his FaceHeelTurn to TheDarkSide allowed Chancellor Palpatine to take over the galaxy. But he ends up losing Padmé, the pregnant wife he did it all for, had his limbs chopped off by Obi-Wan at the end of their fight and severely burned away by the magma, resulting in him being reconstructed with cybernetic limbs and black armor.
** To a lesser extent with Sidious. His dreams of having a super powerful apprentice to propel the Dark Side forward [[IncrediblyLamePun go down in flames]] when Vader is mutilated, but ruling the galaxy is a hell of a consolation prize.
* RayOfHopeEnding: The Bad News: The Republic is reorganized into the Galactic Empire where Palpatine reigns supreme as Emperor, Anakin has become fully corrupted into the Sith Lord Darth Vader, Padmé is dead and the Jedi have been systematically exterminated apart from Obi-Wan, Yoda and maybe one or two others. The Good News: the Skywalker children are safe and we know that we can now be set up to see the original trilogy in a new light. Namely, Kenobi and Yoda are hoping against hope that Luke and Leia would be willing to help oppose the Empire when they are of age. Think of the action scenes on the Death Star such as the siblings swinging across the pit in the Death Star in ''Film/ANewHope'' [[https://youtu.be/_D0ZQPqeJkk?t=2m14s with the main theme playing]] and you'll be reminded that the Jedis' most desperate hopes will come true as the Skywalker children become determined enemies of the Empire and the key to its fall.
* ReallyDeadMontage: The Order 66 sequence establishes that most of the key Jedi are dead, and those that aren't are hiding.
* RecursiveTranslation: It's a train wreck, resulting in a sub-meme based on Vader's BigNo being translated to "Do not want".
* RedShirt: The three other Jedi that Mace Windu takes with him to arrest Palpatine are killed in a matter of seconds once the fighting starts.
* ReluctantWarrior: Obi-Wan says [[{{Foreshadowing}} he will not kill Vader]], but Yoda sends him to fight anyway, because [[MyKungFuIsStrongerThanYours "strong enough to face this Lord Sidious, you are not."]]
* {{Retcon}}:
** What Obi-Wan said to Luke in ''A New Hope'' about his father's lightsaber ("Your father wanted you to have this when you were old enough...") turned out to be false; Anakin never expressed any desire that his child should inherit his lightsaber.
** When Luke asks Leia about her mother in ''Film/ReturnOfTheJedi'', Leia says she died when she (Leia) was very young, and that all she had were "images and feelings". This suggests that Leia was about two or three at the time, old enough to remember such things. In this film, however, [[spoiler:Padmé dies almost immediately after giving birth to her children.]]
*** In addition, the original conversation between Vader and the Emperor in ''Film/TheEmpireStrikesBack'', and the way Obi-Wan explained things in ''Jedi'' - "To protect you both from the Emperor, you were hidden from your father when you were born" - both implied that Anakin was unaware that he'd had children at all, until he found out about Luke. In this film, he's fully aware of the existence of his 'child' - [[spoiler: he just thinks it perished along with his wife.]]
* TheReveal: This is the installment where Palpatine reveals he is Darth Sidious. [[SarcasmMode Shocking!]]
* ReversePsychology: Palpatine suggests (through Anakin) that Anakin be the one to lead the campaign to take out General Grievous on Utapau, and Mace Windu says sharply (paraphrased), "We'll make our ''own'' decision on who to send." The Jedi Council chooses Obi-Wan to lead the campaign instead, and while he's away, all hell breaks loose on Coruscant.
* SadBattleMusic: "Anakin's Betrayal", which plays during the march on the Jedi Temple, courtesy of Order 66.
* SceneryGorn: The burnt-out ruins of the Jedi Temple, as well as Mustafar.
* SceneryPorn: And ''how''. Made heartbreaking towards the end as we are given a glimpse of all that is to fall under the rule of the Empire.
* SecretSecretKeeper: Obi-Wan reveals towards the end he at least suspected Anakin and Padmé's relationship was deeper than they let on, which made his regret over Anakin's fall even greater. Other works outright state that he knew but kept it hidden from the rest of the Jedi out of respect and/or [[PlausibleDeniability willful ignorance]].
* SelfFulfillingProphecy: Anakin, trying to stop Padmé from dying in childbirth, ends up killing her. Sure, the incompetent docbots say she lost her will to live, but she does so ''while'' giving birth, not because of. And in the [[Franchise/StarWarsExpandedUniverse Coruscant Nights Trilogy]] her bodyguard, looking over the autopsy report, concludes that she was strangled in a way that didn't bruise, and ''that'' was how she died - choked with the Force. Prophecies are tricky things...
* SeparatedAtBirth: The twins.
* SeriesFauxnale: Though not the final chronological episode of the series, for 7 years, ''Revenge of the Sith'' was believed to be the last ''Star Wars'' film to ever be made. Come Disney's purchase of Lucasfilm in 2012 and now we're getting the long-awaited Sequel Trilogy with a few [[SpinOff Spin-Offs]].
* ShirtlessScene: [[MrFanservice Anakin]], [[TroubledButCute again in bed after having a nightmare.]]
* ShoutOut:
** The scene where the [[EliteMooks 501st Legion]] march up the stairs into the Jedi Temple is a direct allusion to ''Film/TheBattleshipPotemkin''.
** The scene of Palpatine declaring the formation of the Galactic Empire in the name of peace and security interspersed with scenes of his apprentice Vader killing the Separatist leaders is very similar to [[Film/TheGodfather Michael Corleone]] attending the baptism of his nephew whilst his allies eliminate rival Mafia dons ([[MyFriendsAndZoidberg and Moe Greene]]) on his command.
** Yoda's departure from Kashyyyk looks much like [[Film/ETTheExtraTerrestrial E.T.]]'s departure from Earth, right down to the music.
** Anakin's transformation into Darth Vader is reminiscent of ''Film/{{Frankenstein 1931}}'', particularly his first steps off the operating table.
** Given how much Lucas' imagination owes to old adventure serials, Commander Cody is likely named after the character Commando Cody of ''Film/RadarMenFromTheMoon''.
* ShutUpKirk:
** When Obi-Wan lectures Vader about turning over to TheDarkSide, Vader tells him that he has brought peace, freedom, justice and security to "his new Empire".
** After their fight, when a teary Obi-Wan tells him he was the Chosen One who was supposed to bring peace and destroy the Sith not join them, an injured Anakin screams that he hates him.
* SilenceIsGolden: After his FaceHeelTurn, Vader's more disturbing actions are done in silence from his side, which makes him much more imposing.
* SingleTear: Vader in one scene on Mustafar, showing that there was still some good in him.
* SlainInTheirSleep: Chancellor Palpatine relates to Anakin Skywalker the tale of Darth Plagueis, who had such fine control of the Force that he could use it to influence the midi-chlorians to create life. He taught almost everything he knew to his apprentice, who then killed him in his sleep. (In the Franchise/StarWarsExpandedUniverse and the still-canon [[AllThereInTheManual StarWars.com encyclopedia]], it's explained that Palpatine himself was the apprentice in question.)
-->'''Palpatine:''' Ironic, really. He could save others from dying... but not himself.
* SmugSnake:
** General Grievous acts all tough and imposing, but [[spoiler:later ends up getting defeated by Obi-Wan, who doesn't even have a lightsaber. [[FamilyUnfriendlyDeath Quite messily so]], for that matter.]]
** Vader also falls under on Mustafar, proposing the WeCanRuleTogether plan with Padmé and arrogantly declaring that he's stronger and more enlightened than Obi-Wan Kenobi when they face off. This ends up hitting him hard when he loses, and he completely drops it for the rest of his days.
* SnowMeansDeath: Ki-Adi-Mundi's death on Mygeeto.
* SparseListOfRules: It is never revealed what Orders 1 through 65 were.
* StandardStarshipScuffle: Provides perhaps the best example of the trope in the entire ''Franchise/StarWars'' series, with the opening featuring vast capital ships exchanging broadsides (we even get a close look at the old-fashioned looking cannons in the gun ports!) at point-blank range, and one even "sinking" (by falling into a planet's atmosphere).
* TheStarscream: Anakin once he turns to TheDarkSide. He expresses to Padmé that he intends to overthrow Palpatine so [[WeCanRuleTogether they could run the galaxy together and bring peace]].
* StartingANewLife: At the end, Obi-Wan leaves the greater galaxy to live on Tatooine as an outcast, and to keep close to Luke. ''[[Film/StarWarsANewHope A New Hope]]'' shows that he changed his name as well, going as Ben.
* StraightForTheCommander: Averted. The Separatist army keeps fighting after General Grievous is killed, and the rest of their leadership is taken out after the army has surrendered.
* TheyDiedBecauseOfYou:
-->'''Darth Vader''': Where is Padmé? Is she safe? Is she alright? \\
'''Darth Sidious''': [[ExactWords It seems]] in your anger, you killed her.
* TheyWereHoldingYouBack: Obi-Wan and Padmé for Anakin. Sidious manipulates Anakin into killing/driving them away ''himself.''
* ThirdActMisunderstanding: Vader comes to believe that Padmé and Obi-Wan are conspiring against him because they've been talking to each other about their concern over him.
* ThreeMonthOldNewborn: Newborn Luke and Leia are quite robust, especially since they're a) twins (multiple births, due to space limitations, tend to be smaller than average) and b) almost certainly delivered prematurely.
** Possibly TheCoconutEffect, since at the birth the twins were CGI.
* TooDumbToLive: Vader on Mustafar. He was blinded by his arrogance and rage, and was nearly killed because he tries to ''make the jump'' towards Obi-Wan standing at the shore of the lava river. He would've died if Palpatine hadn't arrived in time to rescue him.
** The entire Separatist Council on Mustafar also qualify, solely for failing to translate Darth Sidious' "[[DeadlyEuphemism take care of them]]" into "kill them."
* TotalPartyKill: The three Jedi masters Mace Windu brought with him to arrest Palpatine are all killed in a matter of seconds by the Dark Lord of the Sith. [[spoiler: And Windu ends up dead as well once Anakin chooses to help Palpatine.]]
* ATragedyOfImpulsiveness: Anakin's impatience and unwillingness to listen to Obi-Wan's advice turns him against the Jedi.
* TragicMistake: Anakin breaks with the Jedi by [[spoiler:unintentionally aiding Palpatine in killing Mace Windu]]. "What have I done?" indeed. WordOfGod suggests that the ''real'' tragic mistake was Mace Windu taking that dramatic killing swing at Palpatine, instead of just finishing him off instantly. It gave Anakin time to intervene, also suggests that while Palpatine knew Anakin would intervene, Mace had no idea it would happen, leaving him deceived by the old man, and/or that Anakin did not intend for Mace Windu to be killed by Palpatine, as he was actually trying to stop Windu from falling to the Dark Side by murdering Palpatine (presumably due to guilt for killing Dooku). Unfortunately, he didn't anticipate that Palpatine would play possum and then attack Mace Windu when his guard was forcibly dropped.
* TrailersAlwaysSpoil: There were complete and accurate whole plot parodies out before the movie was released. Granted, this was also due to ForegoneConclusion taking full effect here.
* TranquilFury: Yoda during his fight with Sidious, as well as Mace during his.
* TranslationTrainWreck: Not official translations, but ''[[JustForFun/BackstrokeOfTheWest Star War: The Third Gathers: Backstroke of the West]]'' is positively a FountainOfMemes.
* TrapIsTheOnlyOption:
-->'''Anakin:''' I sense Count Dooku.\\
'''Obi-Wan:''' I sense a trap.\\
'''Anakin:''' Next move?\\
'''Obi-Wan:''' ''(grins)'' Spring the trap.
** The novelization spells out that part of why Palpatine's jedi trap at Utapau is such a masterstroke is this trope. He made the bait of the trap (General Grievous) the main danger as well, meaning that even should Obi-wan realize it's a trap he'll trip it anyway.
* TyrantTakesTheHelm: It's in this film that Palpatine crowns himself Emperor of the galaxy.
* UngratefulBastard: Anakin was rather distrustful of the Jedi for not going easy on him and more so when he was refused the rank of Jedi Master while being put on the Jedi Council. So how does he repay them after all his years of serving them? By making his FaceHeelTurn to TheDarkSide and killing them in Order 66.
** Subsequent materials have shown that he's got a few good reasons for distrusting them. Them treating him like the bad guy when it was Palpatine who was forcing them to put him on the council was just gave him another reason.
* UnstoppableRage: Anakin defeats Dooku this way. However, being furious only works against him when fighting Obi-Wan, who's glacially calm during most of their fight.
* UntoUsASonAndDaughterAreBorn: Luke and Leia.
* UriahGambit:
** Palpatine does this to Dooku. [[spoiler:It works.]]
** And more subtly to Grievous, [[LetsYouAndHimFight in a way that would have been win-win regardless of who survived the duel with Obi-Wan.]] TheChessmaster, indeed.
* VaderBreath: Not only do we hear it for the first time in-universe, if you watch the smoke hovering around Vader's head, you get to ''see it.''
* VillainousBreakdown: Anakin went through this after his FaceHeelTurn. He really start to lose after seeing Obi-Wan on Padmé's ship, resulting in him Force choking his wife and dueling with his former Jedi master on Mustafar.
* VillainProtagonist: Anakin/Darth Vader by the later parts of the film.
* VillainsNeverLie: Anakin certainly seems to assume this, regarding Palpatine's claim about the Sith being able to prevent death whereas Jedi cannot. Indeed, in this movie (aside for perhaps the "Save your wife from death", which even then is debatable) Palpatine does NOT lie. Even his claim about [[spoiler: Anakin killing Padmé]] is correct (FromACertainPointOfView).
* VillainyDiscretionShot: With the exception of the death of Zett Jukassa, the Jedi Temple massacre is not shown on screen.
* WatchingTheSunset: A nice CallBack[=/=]CallForward to ''Film/ANewHope''.
* WeCanRuleTogether: Vader tries to convince Padmé to become his Empress so they can rule the galaxy and "make things the way we want them to be!" Her horrified reaction is similar to their son Luke's when Vader makes a similar offer to him in ''TheEmpireStrikesBack''.
* WellIntentionedExtremist: Anakin thought he was this.
* WeUsedToBeFriends: Anakin and Obi-Wan provide the image and the quote for the trope page.
* WhamLine: "[[ThePurge Execute Order 66.]]" And the movie goes to really dark places from there.
* WithUsOrAgainstUs: Darth Vader shouts, "If you're not with me, you're my enemy!" Also, Obi Wan says right back at him, "[[{{Hypocrite}} Only a Sith deals in absolutes.]]"
* WolverinePublicity: Although Darth Vader only appears in armor during the last five minutes, his armored form was marketed and publicized to promote this movie. Check out the page image. Justified in that ending up in the armor is basically the point of the film, and (let's face it,) Vader in armor is pretty much one of the most recognizable characters in all of fiction, let alone Star Wars.
* TheWorfEffect:
** Mace Windu takes a posse of ''three Jedi Masters'' with him to confront Palpatine, all of whom are killed within seconds. Especially glaring when you consider that one of them was Kit Fisto, who single-handedly almost took down pre-asthma General Grievous in ''[[WesternAnimation/StarWarsTheCloneWars The Clone Wars]]''. This is done to establish Channeclor Palpatine as the physically powerful Darth Sidious.
** Dooku's death early on the film showed how powerful Anakin had gotten in the meantime, after getting floored by Dooku in the previous installment.
* WouldHurtAChild: Vader's slaughter of the Jedi younglings.
* WoundedGazelleGambit: Palpatine acts weak and helpless when at the mercy of Mace Windu to get Anakin to help him. Once it works, he attacks Windu with force lightning which shows he's not so weak and helpless after all.
** He also tries this on the already conflicted Jedi who are about to arrest him, playing up his image as a helpless old man so they drop their guards, leading to TheWorfEffect moment above.
* {{Wuxia}}: Once you take away the spaceships, aliens and lightsabers, ''Revenge of the Sith'' is the archetypal martial-arts tragedy chronicling the consequence of being driven insane through studying an evil kung fu tradition, such as ''Literature/LegendOfTheCondorHeroes''.
* XanatosGambit:
** Utapau is a textbook example by Palpatine. Both Obi-Wan and Grievous need to die at some point, so throw them at each other and you're halfway there with the clones on site to finish the other. Also, as the novelization points out, the ''real'' point of Utapau was so that however it ended, Obi-Wan won't be around to keep Anakin from falling to the dark side.
** The novelization also makes it clear that the ENTIRE WAR was one. By even engaging in it, the Jedi lose, but they can't NOT engage and thereby allow the devastation of the war to run unchecked. The ultimate "Jedi Trap."
* YankTheDogsChain: Apart from killing the unarmed Dooku (which he regrets), Anakin persistently does the right thing by everybody for the first half of the film. He rescues Obi-Wan twice, resists the urge to kill Palpatine in his office despite very much wanting to, tells the Jedi everything, and points out that Palpatine should stand trial instead of just being executed. He actually is a pretty good Jedi (minus the whole ‘illicit marriage’ thing), and he ''still'' falls to the Dark Side because of the 'illicit marriage' thing.
* YouCouldHaveUsedYourPowersForGood: Obi-Wan to Vader.
* YouHaveFailedMe: Subverted. See PetTheDog.
* YouHaveOutlivedYourUsefulness: Palpatine to everyone: Dooku, Grievous, the Separatists, the Jedi... [[spoiler:almost did it to Anakin as well, and wasn't quite sure if saving him was worth the effort]].
* YourHeadAsplode: Grievous' death scene suggests this is a potential side-effect of [[NoKillLikeOverkill an overdose of blaster fire to the chest]].
* {{Zeerust}}: In terms of aesthetics...it was inevitable in this film, considering it had to find a way to tie itself in with ''Film/ANewHope''. You'll be watching sleeker looking droids and spaceships gradually getting clunkier and more dated looking in design as the movie progresses. It's possibly justified in that the galaxy is well on its way to being a CrapsackWorld once the Emperor takes over.
* ZergRush: The missiles fired by the vulture droids at Anakin and Obi-Wan contain dozens of tiny buzz droids that swarm Obi-Wan's fighter and begin to dismantle it.