Film / Revenge of the Sith
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!

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 Star Wars prequel trilogy, long thought to be the last Star Wars movie (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 The Dark Side via 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 Darker and Edgier than The Phantom Menace and Attack of the Clones, and is the first Star Wars film to be rated PG-13 in the United States.

Chronologically followed by A New Hope. Followed in production order by Star Wars: The Clone Wars.

Revenge of the Sith contains particular-to-this-film examples of the following tropes:

  • Actionized Sequel: The film has many more battle sequences and one-on-one duels than Attack of the Clones, including a lengthy Action Prologue.
  • Agony Beam: Force Lightning, which Palpatine uses to kill Mace Windu.
  • Alas, Poor Villain:
    • 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.
  • All for Nothing:
    • 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 The Empire, 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.
  • All of the Other Reindeer: 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.
  • All There in the Manual:
    • 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 just in case some other Senator was appointed Emperor instead of Palpatine.) The canonical Star Wars: The Clone Wars gives a simpler explanation behind Order 66, 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 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.
  • Always Save the Girl: Anakin, you well-intentioned idiot!
  • Amplified Animal Aptitude: 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.
  • And I Must Scream: 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, 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.
  • An Arm and a Leg: Numerous people lose limbs. It is Star Wars, after all.
    • Anakin cuts off Dooku's hands in the Action Prologue, before beheading him at Palpatine's urging.
    • Obi-Wan cuts of Grievous's hands in the second act. Well, two of them. Then he runs away... again.
    • And, of course, Obi-Wan cuts off the three limbs Dooku left Anakin with in Attack of the Clones.
  • Artificial Limbs: Anakin has one. Later, he gains more.
  • Ascended Extra:
    • Well it's Star Wars, but a notable one is that of Zett Jukassa (played by George Lucas' son). In Attack of the Clones 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 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.
  • Asshole Victim: All of the Separatists on Mustafar, but especially that snivelling Viceroy Gunray.
  • At the Opera Tonight: With guest appearances by George Lucas and his family in blue makeup, and a Twi'lek with an amazing rack.
  • Awesome Moment of Crowning: 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.
  • Bad Ass: Artoo is taking none of your shit, Buzz droids! None, do you hear me!?
  • Bad Bad Acting: Palpatine, during his feigned capture by Count Dooku, delivers some rather flat, unconvincing lines.
  • The Bad Guy Wins: 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 Artificial Limbs), 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...!"
  • Battle Amongst the Flames: On Mustafar, the Lethal Lava Land Single-Biome Planet.
  • Beauty Is Never Tarnished: 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 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.
  • Being Evil Sucks: Anakin learns this the hard way.
  • Big Badass Battle Sequence: The Battle of Coruscant, as well as Kashyyyk and Utapau.
  • Big "NO!":
    • Darth Vader after hearing of his wife's death. Or, if you're thinking of the infamous bootleg, "DO NOT WANT!".
    • Bail Organa when a youngling is gunned down right in front of him.
  • Birth/Death Juxtaposition: Padmé dies on the table while giving birth to Luke and Leia - while on another operating table, Darth Vader takes his first breath.
  • Black Cloak: Palpatine wears one as Darth Sidious. Anakin also dresses in black for much of the movie.
  • Body Horror: Anakin's transformation into Vader. Word of God says he wasn't given any anaesthetic for it and was awake the entire time.
  • Book Ends:
    • 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 Star Wars 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.
  • Broken Aesop: 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 Democracy Is Bad 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.
  • But He Sounds Handsome: 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."
  • Cain and Abel: Anakin and Obi-Wan at the end, eventually. Hammered home when Obi-Wan addresses Vader as his brother at the end of their fight.
  • Call Forward:
    • 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 A New Hope. 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.
    • 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 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 Return of the Jedi, 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 The Empire Strikes Back.
    • Padmé's dying words are that there is still good in Anakin, despite all he has done. This is one thing that 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. He turns out to be right.
  • Card-Carrying Villain: Come on, General Grievous? As MAD Magazine commented, "What, was 'Hitler Von Killington' too subtle? How about 'Sergeant Satanstein'?"
  • Catapult Nightmare: Anakin has one in his and Padmé's apartment on Coruscant when he's Dreaming of Things to Come.
  • The Cavalry: The Clones when they arrive unto Utapau. The Clone army in general aids the heroes up until their Face–Heel Turn when Order 66 is executed.
  • Cavalry Betrayal: Many of the Jedi deaths during Order 66 took this form, notably Ki-Adi-Mundi on Mygeeto.
  • The Chessmaster: Sidious, who only reveals himself to Yoda in the endgame.
  • Chickification: Padmé, an Action Girl for much of Episodes I and II, spends most of this film pining for Anakin and displaying some Badass Decay, although her pregnancy partially explains this.
  • Children Are Innocent: 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?
    (cue Anakin's lightsaber igniting)
  • Clean Pretty Childbirth: When Luke and Leia are born, their heads appear slightly moist but are otherwise clean and dry. Might be justified due to advanced medical technology in the Star Wars 'verse.
  • The Coats Are Off: 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.
  • Connected All Along: Who knew that Yoda had met Chewbacca?
  • Continuity Nod:
    • Grievous has chronic coughing fits, a reference to how Mace Windu wounded him in the (previously-canon) TV show Star Wars: Clone Wars.
    • After their climactic duel, Obi-Wan is seen stopping to pick up Vader's lightsaber, which he gives to Luke in Episode IV.
  • Convection Schmonvection:
    • 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 justifies 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.
  • The Corrupter: 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.
  • Cosmic Deadline: Anakin's fall to The Dark Side goes really quickly in this film, since we all know how it has to turn out. The Expanded Universe and novelization elaborate on this a bit more.
  • Cranial Processing Unit: 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.
  • Critical Failure: 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.
  • Cuffs Off, Rub Wrists: Palpatine does this immediately after Anakin frees him from the chair on the command ship.
  • Dangerous Forbidden Technique: Palpatine insinuates to Anakin that he can use the Dark Side to protect Padmé, but it's Power at a Price, as Anakin finds out.
  • Darker and Edgier: 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 The Force Awakens. However, the PG-13 rating didn't exist until 1984, the year after Return of the Jedi was released.
  • Dark Is Not Evil/Light Is Not Good: 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.
  • Dark Reprise: The Force Theme towards the end of the movie. It turns into a hopeful Triumphant Reprise in the final scene, where the promise that Hope Springs Eternal makes itself clear.
  • The Dark Side Will Make You Forget: Anakin teams up with Palpatine to save Padmé. What he learns from Palpatine ends up driving her away.
  • Day of the Jackboot: Palpatine's plans come to fruition in this film as he establishes himself as Emperor.
  • Deadly Euphemism: Near the climax, Darth Sidious tells the leaders of Separatists Alliance he sent his new apprentice Darth Vader to their HQ to "take care of them". They don't take the hint.
  • Deadpan Snarker: Obi-wan is the champ. About three quarters of his dialogue are dry, pithy summaries of the current situation.
  • Death by Childbirth: Anakin dreams this will happen to Padmé. He immediately begins working to figure out a way to prevent it from happening. She does die in childbirth, but it's more accurately...
  • Death by Despair: Padmé, in addition to dying from internal injuries from her throat.
  • Demoted to Extra: 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 Padmé's funeral on Naboo.
  • Despair Event Horizon: Padmé notably subverts this, 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 he was directly responsible for Padmé's death, and that his quest was All for Nothing as it essentially destroyed his entire past life - leaving only Darth Vader.
  • Destination Defenestration: Mace Windu's death.
  • Disney Villain Death: 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 Boga, who was a hero, and yet was shot down into a ravine alongside Obi-Wan during Order 66.note 
    • Mace dies in this manner.
  • Divide and Conquer: 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.
  • Doesn't Like Guns: Obi-Wan since he's a Jedi. But it turns out to be the only way he can kill General Grievous.
  • Does This Remind You of Anything?: 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."
    • 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 Palpatine to paint Darth Plagueis as a heroic Dark Messiah Sith to Anakin.
  • Don't Make Me Destroy You: Vader threatens to kill Obi-Wan before their duel commences.
  • Doomed by Canon:
    • Order 66 dooms a lot of people.
    • Amidala was at least going to be a Missing Mom, but turns out to be Doomed by Canon as well.
    • 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 A New Hope, Vader returns the favor Obi-Wan tried to give him nineteen years before.
  • Downer Ending: Well, at least we 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...!"
  • The Dragon: Grievous turns out to be a considerably weaker one than expected, seeing how the movie set him up as a significant threat.
  • Dramatic Shattering: The window in Palpatine's office during his fight with Mace, whom he later throws out of it.
  • Dreaming of Things to Come: Anakin's recurring nightmare about Padmé's death.
  • Drunk on the Dark Side:
    Emperor Palpatine: POWER!!! UNLIMITED POWER!!!!
  • Dual Wielding: General Grievous takes this to the extreme with quad wielding. Anakin also takes Dooku's lightsaber after defeating him and uses it to behead him.
  • Dull Surprise: 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.
  • Dying Curse: Vader during his Villainous Breakdown 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.
  • Easter Egg: 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!
  • Epic Tracking Shot: The opening battle follows two lowly Jedi starfighters as they swoop in to join a massive battle above Coruscant.
  • Ethereal Choir: 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 Star Wars movie has diegetic sound.
  • Et Tu, Brute?: 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.
  • Evil Costume Switch: After Palpatine reveals himself to be a Sith Lord, he puts on his Black Cloak. After he officially becomes Emperor, he openly wears a traditional red Sith robe.
    • Anakin also puts his hood up a lot more after being christened Darth Vader, and in the ultimate evil costume switch, he becomes 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.
  • Evil Former Friend: Anakin to Obi-Wan at the end.
  • Evil Gloating: 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.
  • Evil Is Hammy: Once Darth Sidious drops his act as the Glorious Leader Palpatine, it's time to chew apart the scenery.
    • Grievous is pretty hammy too, spouting movie-villain cliches in a ridiculous Transylvanian accent.
    • Hayden Christensen suddenly drops his Dull Surprise when he goes evil and starts hamming it up.
  • Evil Makes You Ugly: Palpatine ages rapidly as he uses Force lightning.
  • Evil Mentor: Chancellor Palpatine, both to Anakin and to Padmé.
  • Evil Sounds Deep: Grievous' voice.
  • Exact Words: 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.
  • Expecting Someone Taller: 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.
  • Face–Heel Turn: Anakin. This is the whole movie in a nutshell.
  • Failsafe Failure: 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.
  • Fallen Hero: 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.
  • False Reassurance: Palpatine to Nute Gunray. "When my new apprentice, Darth Vader, arrives, he will...take care of you."
  • Fearful Symmetry: In the climatic final battle, there are a fair number of moments where Obi-Wan and Vader mirror each other's movements perfectly, complete with a Force-push Beam-O-War 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.
  • Final Solution:
    Palpatine/Darth Sidious: Execute Order 66.
  • Finger Poke of Doom: A simple gesture from Yoda slams two Imperial guards against a wall, knocking them both out.
  • Finish Him!: Palpatine gets Anakin to execute Dooku this way.
  • Finishing Move:
    • 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.
  • Flaw Exploitation:
    • 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 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.
  • Foregone Conclusion: Anakin turning to the Dark Side and becoming Darth Vader.
  • Fungus Humongous: 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 Expanded Universe novel Darth Plagueis, which was released in 2012. Although, those who read the novel will realize that Palpatine referring to Plagueis by that title was actually his sick idea of a joke.
  • Godzilla Threshold: 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.
  • Good Old Fashioned Fisticuffs: 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.
  • Gory Discretion Shot: Dooku's execution. This is a PG-13 film, after all...
  • Heel Realization:
    • 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 becoming more manipulative and power-hungry, with Yoda cautioning that they're treading a dark path in trying to stop Darth Sidious. By the time they suspect Palpatine as being the Sith Lord they've been looking for, it's far too late.
  • Hero Antagonist: Obi-Wan becomes this after Anakin's Face–Heel Turn.
  • He Who Fights Monsters: 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.
  • Hope Springs Eternal: Even in a galaxy torn by death and sadness, a new hope shall one day rise.
  • Hypocrite
    Obi-Wan: Only a Sith deals in absolutes.
  • I Am the Noun
    Windu: The Senate will decide your fate.
    Palpatine: I am the Senate!
    Windu: Not yet.
  • "I Can't Look" Gesture: Obi-Wan Kenobi, having incapacitated his former friend and padawan Anakin, tries to look away as Anakin is burned by Mustafar's lava.
  • If I Can't Have You: More like "If I can't have my wife" for Vader.
  • Ignored Epiphany: 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.
  • I Have the High Ground: Obi-Wan does this at the climax of the lava-surrounded lightsaber duel.
  • Imaginary Love Triangle: 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.
  • Imperiled in Pregnancy: 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 chokes her. Padmé starts dying afterwards, forcing medical droids to induce labor and deliver Luke and Leia.
  • Incoming Ham: 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 Face–Heel Turn, 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 Drunk on the Dark Side, proving that Evil Is Hammy.
  • Interesting Situation Duel: 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.
  • Ironic Echo: 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.
  • Is That a Threat?: Palpatine to Windu. Leads into I Am the Noun.
  • Jumping Off the Slippery Slope: After agonizing over his role in 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 The Purge, but eventually decides to try and take his old master's life once he thinks that he's been having an affair with Padmé.
  • Kangaroo Court: 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.
  • Kick the Morality Pet: Vader and his Force-choking of Padmé.
  • Kick the Son of a Bitch: Vader's massacre of the Separatist Council, especially with the murder of Nute Gunray.
  • Killed Mid-Sentence: Nute Gunray pleads for mercy, only to be quickly cut down by Vader mid sentence.
  • Kill 'em All: Everyone except the characters who showed up in the original trilogy. Also all the Jedi (except a few) and (almost) all the Separatists.
  • Kitchen Sink Included: 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.
  • Kubrick Stare: Two. Probably the most chilling and straightforward example is given by Anakin just before 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.
  • Lack of Empathy: 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.
  • Lampshade Hanging: Padmé: "Women on Coruscant don't die in childbirth!" Also counts as foreshadowing since she doesn't give birth on Coruscant.
  • La Résistance: 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".
  • Last Minute Baby Naming: Padmé doesn't name her twins until they are born, and she's dying.
  • Late-Arrival Spoiler: As mentioned above in Foregone Conclusion, 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.
  • Lava Adds Awesome: The final showdown betweenVader and Obi-Wan, naturally, on Mustafar.
  • Lethal Lava Land: Mustafar. In fact, it's so lethal (and so lava) that it even manages to (partially) avert the Convection Schmonvection rule!
  • Let's Split Up, Gang: 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.
  • Love Cannot Overcome: 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.
  • Love Hungry: Anakin regarding Padmé, to the point that keeping her love (and her alive) is all he wants, and when she gets scared of him...
  • Love Makes You Evil: Anakin's fall to the Dark Side is fueled by his love for Padmé and his willingness to go any lengths to protect her.
  • Lowered Monster Difficulty: 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 Attack of the Clones and now went after him with fighting styles that were much more effective against Dooku's.
  • Made of Incendium: 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' face explodes.
  • Manchurian Agent: As it turned out, the Clone Troopers were an army of them, Order 66 being the trigger.
  • Manipulative Bastard: Palpatine, to the galaxy.
  • Military Mage: 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.
  • Mini-Mecha: Some of the Republic army's walkers.
  • Mistaken for Cheating: 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.
  • Mohs Scale of Violence Hardness: It rates a 6, being the most violent Star Wars episode to date. Plenty of people lose limbs or heads bloodlessly and Anakin Skywalker gets lit on fire by being too close to some lava, leaving him badly charred.
  • Mood Whiplash:
    • 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 Hope Springs Eternal ending and the credits playing with the triumphant, heroic Star Wars theme...
  • Moral Dilemma:
    • 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.
  • Mouthing The Profanity: During Anakin's duel with Obi-Wan, Anakin appears to mouth "fuck you" while choking his former master.
  • Multi-Armed and Dangerous: General Grievous, to Obi-Wan's great surprise.
  • My God, What Have I Done?: Anakin after Windu's death and in hand with Heel Realization that he's now become an enemy of the Jedi Order.
  • My Secret Pregnancy: 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.
  • Mythology Gag: According to the DVD commentary, the roar that Tarrful was uttering during Yoda's departure from Kashyyyk was actually Itchy's roar.
  • Names to Run Away from Really Fast: 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.
  • A Nazi by Any Other Name: 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.
  • Never My Fault: Vader blames Obi-Wan for turning Padmé against him after he Force chokes his wife.
  • Never Trust a Trailer: Despite the Foregone Conclusion mentioned above and the Trailers Always Spoil 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!"
  • New Era Speech: Palpatine gets an especially juicy one as he declares the birth of "The First! GALACTIC! EMPIRE!"
  • Nice Job Breaking It, Hero:
    • 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, which drove Vader to kill Padmé. Sure, there's the Never My Fault factor, but if Obi-Wan had just stayed quiet and hidden while she was trying to talk sense into him in Mustafar, probably Anakin could have been redeemed (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).
  • Ninja Pirate Zombie Robot: Grievous, who was specifically described in this manner in tie-in materials as "an alien cyborg."
  • Noodle Incident: "Nine times... that business on Cato Neimoidia doesn't... doesn't count..."
  • No-One Could Survive That: When Obi-Wan is almost killed by the clone troopers on Utapau, they don't bother to check for his body, assuming the long drop must have killed him. (He landed in Soft Water.)
    • 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.
  • Nothing Is Scarier: In the last scene before Anakin makes his Face–Heel Turn, 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 One-Woman Wail. 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, his hood is up and begins cutting them down in something of a Mook Horror Show 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 Liners 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."
  • Number of the Beast: Given that Palpatine is a Satanic Archetype in the Star Wars universe, "Order 66" is likely done to invoke the number 666.
  • Offhand Backhand: 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.
  • Off with His Head!: How Anakin kills Dooku.
  • Oh Crap!:
    • 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! Kill him. 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 this is his life now.
  • One-Woman Wail: During a scene when Anakin and Padmé are thinking of one another on Coruscant.
  • Organ Dodge: After falling in lava after a duel with Obi-Wan, Anakin manages to climb to safety because his prosthetic arm remains intact.
  • The Paragon Always Rebels: Duh.
  • Pay Evil unto Evil: Subverted big-time. Although Nute Gunray and his minions invaded Naboo earlier on, Vader's eagerness to kill them is portrayed as alarming nonetheless. Though there does seem to be some trace of this trope present; Vader's killing of Nute and his minions is shown on screen, whereas his massacre of the innocent children in the Jedi temple is not.
  • People's Republic of Tyranny: 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.
  • Pet the Dog: 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.
  • A Planet Named Zok: This film contains the most blatant example in the franchise - Kashyyyk.
  • Platonic Declaration of Love: Obi-Wan confesses he loved Anakin like a brother right before leaving him for dead.
  • Plot Parallel:
    • 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 Sadistic Choice is also a Call Forward to 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.
  • Poor Communication Kills:
    • 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. The book ends with him actually realizing that his own fears made him kill Padmé.
  • The Power of Love: In the book, an invocation of this is what steers it into the more positive kind of Bittersweet Ending. 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.
  • Precision Crash: 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.
  • Pre-Mortem One-Liner: 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. You don't find me handsome?"
  • Proud Warrior Race: The Wookiees, who help the Republic fight off the Separatists on Kashyyyk.
  • Punch Clock Villain: The clone troopers, almost to the point of being Affably Evil, 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 their suffering from the Cloning Blues.
  • The Purge: Order 66, which outlaws all Jedi activity.
  • Putting on the Reich: The allusions to Adolf Hitler's rise to power are plentiful.
  • Pyrrhic Villainy:
    • Sure, Anakin helps to win the war, and his Face–Heel Turn to The Dark Side 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 go down in flames when Vader is mutilated, but ruling the galaxy is a hell of a consolation prize.
  • Ray of Hope Ending: 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 A New Hope 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.
  • Really Dead Montage: The Order 66 sequence establishes that most of the key Jedi are dead, and those that aren't are hiding.
  • Recursive Translation: It's a train wreck, resulting in a sub-meme based on Vader's Big "NO!" being translated to "Do not want".
  • Red Shirt: The three other Jedi that Mace Windu takes with him to arrest Palpatine are killed in a matter of seconds once the fighting starts.
  • Reluctant Warrior: Obi-Wan says he will not kill Vader, but Yoda sends him to fight anyway, because "strong enough to face this Lord Sidious, you are not."
  • Retcon:
    • What Obiwan said to Luke in Episode IV 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 Return of the Jedi, 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 three or four at the time, old enough to remember such things. In this film, however, Padmé dies almost immediately after giving birth to her children.
      • In addition, the conversation between Vader and the Emperor in The Empire Strikes Back, and the way Obi-Wan phrased it in Jedi - "To protect you both from the Emperor, you were hidden from your father when you were born" - all 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' - he just thinks it perished along with his wife.
  • The Reveal: This is the installment where Palpatine reveals he is Darth Sidious. Shocking!
  • Reverse Psychology: 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.
  • Sad Battle Music: "Anakin's Betrayal", which plays during the march on the Jedi Temple, courtesy of Order 66.
  • Scenery Gorn: The burnt-out ruins of the Jedi Temple, as well as Mustafar.
  • Scenery Porn: 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.
  • Secret Secret-Keeper: 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 willful ignorance.
  • Self-Fulfilling Prophecy: 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 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...
  • Separated at Birth: The twins.
  • Series Fauxnale: 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 Spin-Offs.
  • Shirtless Scene: Anakin, again in bed after having a nightmare.
  • Shout-Out:
    • The scene where the 501st Legion march up the stairs into the Jedi Temple is a direct allusion to The Battleship Potemkin.
    • 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 Michael Corleone attending the baptism of his nephew whilst his allies eliminate rival Mafia dons (and Moe Greene) on his command.
    • Yoda's departure from Kashyyyk looks much like E.T.'s departure from Earth, right down to the music.
    • Anakin's transformation into Darth Vader is reminiscent of 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 Radar Men From The Moon.
  • Shut Up, Kirk!:
    • When Obi-Wan lectures Vader about turning over to The Dark Side, 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.
  • Silence Is Golden: After his Face–Heel Turn, Vader's more disturbing actions are done in silence from his side, which makes him much more imposing.
  • Single Tear: Vader in one scene on Mustafar, showing that there was still some good in him.
  • Slain in Their Sleep: 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 Star Wars Expanded Universe and the still-canon encyclopedia, it's explained that Palpatine himself was the apprentice in question.)
    Palpatine: Ironic, really. He could save others from dying... but not himself.
  • Smug Snake:
    • General Grievous acts all tough and imposing, but later ends up getting defeated by Obi-Wan, who doesn't even have a lightsaber. Quite messily so, for that matter.
    • Vader also falls under on Mustafar, proposing the We Can Rule Together 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.
  • Snow Means Death: Ki-Adi-Mundi's death on Mygeeto.
  • Sparse List of Rules: It is never revealed what Orders 1 through 65 were.
  • Standard Starship Scuffle: Provides perhaps the best example of the trope in the entire Star Wars 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).
  • The Starscream: Anakin once he turns to The Dark Side. He expresses to Padmé that he intends to overthrow Palpatine so they could run the galaxy together and bring peace.
  • Starting a New Life: At the end, Obi-Wan leaves the greater galaxy to live on Tatooine as an outcast, and to keep close to Luke. A New Hope shows that he changed his name as well, going as Ben.
  • Straight for the Commander: 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.
  • They Died Because of You:
    Darth Vader: Where is Padmé? Is she safe? Is she alright?
    Darth Sidious: It seems in your anger, you killed her.
  • They Were Holding You Back: Obi-Wan and Padmé for Anakin. Sidious manipulates Anakin into killing/driving them away himself.
  • Third-Act Misunderstanding: 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.
  • Three-Month-Old Newborn: 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.
  • Too Dumb to Live: 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' "take care of them" into "kill them."
  • Total Party Kill: 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. And Windu ends up dead as well once Anakin chooses to help Palpatine.
  • A Tragedy of Impulsiveness: Anakin's impatience and unwillingness to listen to Obi-Wan's advice turns him against the Jedi.
  • Tragic Mistake: Anakin breaks with the Jedi by unintentionally aiding Palpatine in killing Mace Windu. "What have I done?" indeed. Word of God 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.
  • Trailers Always Spoil: There were complete and accurate whole plot parodies out before the movie was released. Granted, this was also due to Foregone Conclusion taking full effect here.
  • Tranquil Fury: Yoda during his fight with Sidious, as well as Mace during his.
  • Translation Train Wreck: Not official translations, but Star War: The Third Gathers: Backstroke of the West is positively a Fountain of Memes.
  • Trap Is the Only Option:
    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.
  • Tyrant Takes the Helm: It's in this film that Palpatine crowns himself Emperor of the galaxy.
  • Ungrateful Bastard: 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 Face–Heel Turn to The Dark Side 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.
  • Unstoppable Rage: 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.
  • Unto Us a Son and Daughter Are Born: Luke and Leia.
  • Uriah Gambit:
  • Vader Breath: 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.
  • Villainous Breakdown: Anakin went through this after his Face–Heel Turn. 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.
  • Villain Protagonist: Anakin/Darth Vader by the later parts of the film.
  • Villains Never Lie: 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 Anakin killing Padmé is correct (From a Certain Point of View).
  • Villainy Discretion Shot: With the exception of the death of Zett Jukassa, the Jedi Temple massacre is not shown on screen.
  • Watching the Sunset: A nice Call Back/Call Forward to A New Hope.
  • We Can Rule Together: 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 The Empire Strikes Back.
  • Well-Intentioned Extremist: Anakin thought he was this.
  • We Used to Be Friends: Anakin and Obi-Wan provide the image and the quote for the trope page.
  • Wham Line: "Execute Order 66." And the movie goes to really dark places from there.
  • With Us or Against Us: Darth Vader shouts, "If you're not with me, you're my enemy!" Also, Obi Wan says right back at him, "Only a Sith deals in absolutes."
  • Wolverine Publicity: 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.
  • The Worf Effect:
    • 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 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.
  • Would Hurt a Child: Vader's slaughter of the Jedi younglings.
  • Wounded Gazelle Gambit: 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 The Worf Effect 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 Legend of the Condor Heroes.
  • Xanatos Gambit:
    • 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."
  • Yank the Dog's Chain: 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.
  • You Could Have Used Your Powers for Good: Obi-Wan to Vader.
  • You Have Failed Me: Subverted. See Pet the Dog.
  • You Have Outlived Your Usefulness: Palpatine to everyone: Dooku, Grievous, the Separatists, the Jedi... almost did it to Anakin as well, and wasn't quite sure if saving him was worth the effort.
  • Your Head Asplode: Grievous' death scene suggests this is a potential side-effect of an overdose of blaster fire to the chest.
  • Zeerust: In terms of was inevitable in this film, considering it had to find a way to tie itself in with A New Hope. 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 Crapsack World once the Emperor takes over.
  • Zerg Rush: 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.

Alternative Title(s): Revenge Of The Sith, Star Wars Episode III Revenge Of The Sith