%% 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 Franchise/StarWarsExpandedUniverse article.

! This page contains unmarked spoilers for this film and ''WesternAnimation/StarWarsTheCloneWars'', with the exception of examples pertaining to Disney's EU. Administrivia/YouHaveBeenWarned!

[-[[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!]]-]

[[center:[[AC: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....]]]]

''Star Wars: Episode III - 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 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 the ''Star Wars'' saga, 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 was the first ''Star Wars'' film to be rated PG-13 in the United States.

Chronologically followed in the MythArc by ''Film/ANewHope'', with ''Film/{{Solo}}'' then ''Film/RogueOne'' taking place in-between. Followed in production order by ''WesternAnimation/StarWarsTheCloneWars''.

'''Please move any character tropes to the proper [[Characters/RevengeOfTheSith character page]].'''

!! ''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.
* 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 greedy, murderous assholes, but their drawn-out executions 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 who were left in the Temple -- including very young children -- 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 novelization takes it a step further: the only reason he doesn't try to kill Palpatine the second he gets off the operating table is because he quite literally has nothing but working for him left.
** The Clone Wars became one 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 most of the Jedi, with Obi-Wan as the sole noteworthy exception shown in the film. This 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:
** 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, [[spoiler: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 [[spoiler:it was trachea damage they couldn't detect, because they weren't familiar with human physiology.]]
** In the ''Legends'' continuity, Executive Order 66 was an obscure (but not secret) contingency plan for the Grand Army of the Republic in case the Jedi went rogue. Ironically, the previous contingency, Executive Order 65, was for the Army to overthrow a corrupt Chancellor. It was heavily implied that both were written by Palpatine, the latter being a backup plan in case he lost his position as Supreme Chancellor. The canonical ''WesternAnimation/StarWarsTheCloneWars'' 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 [[spoiler: 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.
* AllYourBaseAreBelongToUs: Darth Vader and the Clone Army invade the Jedi Temple, killing everyone inside, and occupying it for the new Empire. Most of the army leaves in time for Yoda and Obi-Wan to briefly take it back before their exiles.
* AlwaysSaveTheGirl: The entire film could be considered a [[DeconstructedTrope deconstruction]] of this. Not only does Anakin's quest to prevent Padme from dying doom the Jedi order, the galaxy, and his own body, but in the end it also [[SelfFulfillingProphecy directly results in her death]].
* 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, 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.
* 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 off Grievous's hands in the second act. Well, two of them. Then [[DirtyCoward he runs away... again]].
** Anakin cuts off Mace Windu's hand when Windu attempts to slay Palpatine. Windu is then electrocuted and tossed out the window to a DisneyVillainDeath.
** At the end of the film, Obi-Wan cuts off the three limbs Dooku left Anakin with in ''Attack of the Clones''. This leads Anakin/Vader to be immolated on a lava river and necessitates his iconic suit to keep him alive.
* 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 the Separatist leaders.
* BadassBoast: After Palpatine warns Obi-Wan and Anakin not to fight Count Dooku [[ButHeSoundsHandsome because he's a Sith Lord]], Obi-Wan dismisses his concerns with a smile and a flourish:
-->'''Obi-Wan''': Chancellor Palpatine, Sith Lords are our ''speciality''
* BadBadActing: Palpatine, during his [[WoundedGazelleGambit feigned capture]] by Count Dooku, delivers some rather flat, unconvincing lines. Perhaps naturally, Anakin doesn't notice.
* TheBadGuyWins: Palpatine, although he doesn't quite get his way; his new 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. And said apprentice's offspring is safe, ensuring they will grow up to become heroes of the Rebellion.
* 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, the aftermath is conveniently obscured by the scenery.
* BigBadassBattleSequence: The Battle of Coruscant, as well as Kashyyyk and Utapau.
* BigNo:
** Anakin when Windu is going to kill Palpatine.
** Bail Organa when a youngling is gunned down right in front of him.
** Rune Haako before Vader kills him in Mustafar.
** Vader after hearing of his wife's death. Or, if you're thinking of the infamous bootleg, [[RecursiveTranslation "DO NOT WANT!"]].
* 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]].
* 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.
* 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 him 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 ''Film/ReturnOfTheJedi'', Anakin stands by as someone is being hit by Force lightning and makes a decision that affects his fate forever. This is particularly meaningful because the first time it happens (chronologically) his decision is what [[FaceHeelTurn makes him fall to the dark side]], while the second time is [[HeelFaceTurn when he returns to the light side]], and this return occurs because [[SetRightWhatOnceWentWrong he makes the decision he should have the first time]] (killing Palpatine), with the end result that instead of one he loved dying (Padmé), they get to live (Luke). [[PlotParallel The parallels between the moments]] and how [[BookEnds one perfectly reverses the other]] are striking, and again many of the camera angles are the same.
** 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 believes (though with slight reservations) the same thing, and that Vader can be saved from the Dark Side. He turns out to be right.
** Palpatine telling Anakin about Plagueis being more altruistic than is proper for a Sith and getting killed by his apprentice, while obscuring who was who, sounds somewhat like [[APupilOfMineUntilHeTurnedToEvil "a master of mine until he turned to good"]]. It's more hinted in Palpatine's tone than said outright, but he sounds like he used to admire Plagueis and then was disappointed in him, just like Obi-Wan was in his friend when he first told Luke.
** "His fate will be the same as ours." In Original Trilogy, Obi-Wan, Palpatine, and Anakin all die in ''a'' Death Star, albeit with various differences: Obi-Wan's the only one who died in the first Death Star, and while Anakin did die in the second Death Star along with Palpatine, his body is taken by Luke for proper Jedi Funeral at Endor.
** Before their fight on Mustafar, Vader warns Obi-Wan not to make him kill him. At the end of their fight in ''Film/TheEmpireStrikesBack'', Vader tells Luke [[DontMakeMeDestroyYou something similar]].
** Palpatine lures Anakin to the Dark Side by promising him his wife's safety. In ''Film/ReturnOfTheJedi'', Vader tries to convince Luke to become the Emperor's new apprentice by promising him his friends' safety.
* CaptainCrash: Anakin and Obi-Wan [[ComingInHot crash landing]] in the ''Invisible Hand's'' hangar bay might not count ([[StormingTheCastle they weren't welcome]], and so had to land as quickly as possible before the hangar bay doors closed), but Anakin crash-landing the burning wreckage of ''The Invisible Hand'' at a spaceport on Coruscant surely counts (let's just say their rescue mission aboard the ship quickly got out of hand in fairly typical fashion).
* CapturedOnPurpose: Palpatine lets himself get captured, on his own orders, so that he can lure Anakin to the Dark Side and get rid of Count Dooku.
* CasualDangerDialogue: As is par for the course in this franchise, Obi-Wan and Anakin share a lot of it during the opening battle of Coruscant. Prime example: Grievous has the two Jedi captured and handcuffed and makes it crystal clear that he intends to kill them like the many other Jedi he's had the pleasure of offing. Obi-Wan just deadpans that "We have a job to do, Anakin, try not to upset him". There's also plenty of it during their crash landing on Coruscant.
* 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.
* CirclingMonologue: Reversed, somewhat. Anakin circles Palpatine as the latter goads him into doing a FaceHeelTurn.
* 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.
* ClimacticVolcanoBackdrop: The film ends with Anakin and Obi-Wan having a knock-down, drag-out brawl that destroys their lifelong friendship and cements Anakin's villain turn. It is, naturally, set on a whole ''planet'' of molten lava.
* 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.
* ColorCodedForYourConvenience: In the opening space battle, the Republic starships have red markings on their hulls, while the Separatist ships are painted blue.
* ConnectedAllAlong: Who knew that Yoda had met Chewbacca?
* ConservationOfNinjitsu: One or two Jedi against a bunch of blaster-wielding enemies? They'll take them down without breaking a sweat. A whole temple full of Jedi against a bunch of blaster-wielding enemies? They get massacred down to the last youngling.
* 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.
* ContinuitySnarl: Slightly out of chronological order due to the way the films were made, but Padme dies after giving birth to the twins, yet in ''Film/ReturnOfTheJedi'', Leia will recall having memories of her mother detailed enough to recall her appearance and mood.
* ConvectionSchmonvection:
** On Mustafar, Vader 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 place started to disintegrate.
** It's worth mentioning that when Obi-Wan boards Padme's ship and escapes Mustafar, his clothing is visibly burned in some places.
** Averted at the conclusion of the battle on Mustafar when Vader bursts into flames a few feet away from the actual lava, his body laid out on the searing ground and his aforementioned Force protection likely giving out.
* 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 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.
* 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 and again after Anakin destroys the battle droids guarding him on the bridge.
* 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 ''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: 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]]." Another Separatist leader states that Sidious promised them "A handsome reward," and Vader quips "I'm your reward. Don't you find me handsome?"
** The Spanish dub of the film makes it even more obvious, as the line is changes from "take care of them" to "give them what they deserve".
* DeathByChildbirth: Anakin dreams this will happen to Padmé. He immediately begins working to figure out a way to prevent it from happening. Subverted in that, while she died ''during'' childbirth, the actual cause was DeathByDespair due to [[SelfFulfillingProphecy Anakin's actions]].
* DeathByDespair: Padmé, in addition to dying from internal injuries from her throat.
* DeathOfAChild: Edgy variant: the newly-appointed Darth Vader steps into a room full of kindergarten-aged Jedi with his lightsaber. After the cutscene, there are no more Jedi. You do the math. The movie manages to NeverSayDie around the issue to soften the potential impact, with such {{Unusual Euphemism}}s as "Younglings," (although the novel adaptation explains this is a catch-all term for young members of any species, so it incorporates children, pups, kittens, etc; also, the word is used in the same context in ''Attack of the Clones''). The word ''kill'' certainly comes up anyway.
* DemotedToExtra: Jar Jar Binks, after a greatly diminished role in ''Attack of the Clones'', is reduced to a non-speaking extra. Boss Nass, a supporting character in ''The Phantom Menace'', becomes TheCameo.
* DespairEventHorizon: 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 AllForNothing as it essentially destroyed his past life - leaving only Darth Vader.
* DestinationDefenestration: Mace Windu is killed by being thrown out a window while being electrocuted.
* 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 Boga, who was a hero, and yet was shot down into a ravine alongside Obi-Wan during Order 66.[[note]]The Obsessed With Star Wars Trivia Game implies that she underwent a DisneyDeath.[[/note]]
** Mace gets thrown off a skyscraper to his death and the impact is never seen.
* DisproportionateRetribution: Yes, Anakin, we understand that you were disappointed. The Jedi could've gone a lot easier on you, and we feel for you. But don't you think you're overreacting? Even moreso because he wasn't giving the Jedi Council any other choice. His mentors, Yoda and Obi-Wan, had let him down easy on ''numerous'' occasions, should he ever get over the death of his loved ones. Anakin, however, wouldn't take 'no' for an answer.
* 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.
* 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 UsefulNotes/{{Jesus}}'s self-sacrfice during the crucification, which is used by [[ConsummateLiar Palpatine]] to [[MetaphoricallyTrue 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:
** If ''A New Hope'' is anything to go by, Darth Vader must wipe out most of the Jedi Order by the end of this film.
** Amidala was at least going to be a MissingMom, but turns out to be this 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 ''Film/ANewHope'', Vader returns the favor Obi-Wan tried to give him nineteen years before.
* DownerEnding: Well, at least we [[ForegoneConclusion knew it was coming]].
* DramaticShattering: The window in Palpatine's office during his fight with Mace, 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.]] 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 ''Film/AttackOfTheClones'', Hayden Christensen (Anakin) delivers a few lines like this in this movie.
** Padmé has a few lines like this herself; her reaction to hearing that her husband is a child murderer is an affectless "No, not Anakin".
* 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, although it's played straight [[DeathOfPersonality in a sense]].
* 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.
* 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.
* 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.
* EvenEvilHasStandards: While the clone troopers at the Jedi temple don't hesitate to open fire on Jedi and Padawans, they draw the line at firing on Senator Organa when he flees in his speeder.
* 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.
** The Republic Star Destroyers are painted red for most of the film, but after the Empire is formed they have the same uniform-grey hulls as their Imperial-Class successors from the original trilogy.
* 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. Since the Sith were in hiding until Maul attacked Qui-Gon Jinn in ''The Phantom Menace'' when Plagueis died, Plagueis would not have been a legend at the time. 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.
** Anakin also to a lesser extent, since his skin becomes pallid and his eyes become bloodshot and [[SupernaturalGoldEyes yellow]] as a Sith.
* EvilMentor: Chancellor Palpatine, both to Anakin and to Padmé.
* 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 they did so because he is a ''Sith Lord''.
* ExpectingSomeoneTaller: Grievious and Anakin do this back and forth.
--> '''Grievous:''' I was expecting someone with your reputation to be a little...older.\\
'''Anakin:''' General Grievous, you're shorter than I expected.\\
'''Grievous:''' ''(coughs)'' Jedi scum.
* {{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.
* 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 structure from being melted into slag by the surrounding lava deactivate instantly if the console controlling them is damaged.
* FalseReassurance: Palpatine to Nute Gunray. "When my new apprentice, Darth Vader, arrives, he will...[[DeadlyEuphemism take care of you.]]"
* FastRoping: The clone troopers rope down the mountains of Utapau in order to help Obi-Wan fight General Grievous and his Droid reserves.
* 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.
** Mace Windu defeats Palpatine with a swift boot to the face, knocking him backwards and causing him to drop his lightsaber which goes flying out the window.
* 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: Vader 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. Guess what color his final suit will be?
** Mace Windu plays this straight when he confers with Ki-Adi-Mundi: "I sense a plot to destroy the Jedi. The Dark Side of the Force surrounds the chancellor."
** General Grievous tells Obi Wan that he must realise that "you are doomed." It's unknown if Grievous knew of the coming Jedi Purge, since he would need to know that Palpatine is actually Darth Sidious, but the implication is very heavy. He may have also simply been arrogantly referring to Obi Wan.
** Obi-Wan Kenobi says he will not kill Vader to Yoda after discovering who was behind the massacre in the Jedi Temple. In Mustafar, he keeps his word, leaving it up to the Force. Let's just say [[DoomedByCanon he eventually pays for it]].
* FreezeFrameBonus: When Anakin, Obi-Wan, and Palpatine return to the Senate building in a hover-bus after their crash landing, a YT-1300 class freighter (implied to be the future ''Millennium Falcon'') can be seen landing at a nearby platform.
* 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, those who read the novel will realize that [[spoiler: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 as well as get Anakin on his side fully.
* GoodOldFashionedFisticuffs: The film is unusual for being the only Star Wars movie (before the [[Film/TheForceAwakens Sequel]] [[Film/TheLastJedi Trilogy]]) with not one but two fight scenes where characters use unarmed combat (Obi-Wan against Grievous on Utapau, and Vader 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 decapitation]]. This is a PG-13 film, after all...
** Note that his head can still be seen falling off in a wide shot; it just cuts away from the closeup before that. Also, note the many instances in which this trope was averted; this is definitely the saga's most violent film in terms of dismemberment.
* GrandFinale: The film was meant to be this to the Prequel Trilogy, and initially this for the movie saga of Star Wars, until ''Film/TheForceAwakens'' continued the movies in 2015.
* 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. By the time they suspect Palpatine as being the Sith Lord they've been looking for, it's far too late.
* {{Homage}}:
** Yoda's head rub in an early scene of ''Film/RevengeOfTheSith'' is intentionally modelled after that of ''Film/SevenSamurai'' leader Kambei after his ImportantHaircut.
** The scene of the 501st Clone Troopers marching up the steps into the Jedi Temple is the reverse of an iconic shot from ''Film/TheBattleshipPotemkin''. In that film, the Russian troops are marching down a set of outdoor steps with the intention of committing a massacre. In this film, they're marching up a set of steps for the same reason.
** The legendary duel between the StudentAndMasterTeam on Mustafar is very much like the battle first described in ''Literature/TheBible'' where the angel Michael (Obi-Wan) fights the rebellious fallen angel Lucifer (Anakin) and casts him into the fiery pit (in this case, a hellscape of a planet rather than Hell itself).
* HopeSpringsEternal: Even in a galaxy torn by death and sadness, [[Film/ANewHope a new hope]] shall one day rise.
* IAmTheNoun
-->'''Windu''': The Senate will decide your fate.\\
'''Palpatine''': I '''am''' the Senate!\\
'''Windu:''' Not yet.
* ICantLookGesture: Obi-Wan Kenobi, having incapacitated his former friend and padawan, tries to look away as Vader 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. Not to mention Anakin feels at this point, there is no going back after this.
* 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 over 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.
* InevitableWaterfall: Or rather an inevitable ''lava''fall. During the duel on Mustafar, Obi-Wan and Anakin are clinging onto a large structure that broke off from its foundation...until the two realize it's about to float off a waterfall-like cliff, except with lava instead of water.
* 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.
* 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:
--> '''Gunray:''' The war is ''over''! Lord Sidious promised us peace! We only want-- ''(sliced by lightsaber)''
* KillEmAll: Almost everyone introduced in the Prequel Trilogy dies, and almost everyone who lives showed up in the Original Trilogy. Bail Organa is the biggest exception, although he's KilledOffscreen in ''A New Hope'' when Alderaan is destroyed.
* KillOnSight: Emperor Palpatine issues the fateful "General Order 66" to all clone commanders, which is a "kill all Jedi on sight" directive. This is a subversion of the Imperial Senate's directive to ''apprehend'' the Jedi Knights after Master Mace Windu had deduced Palpatine as the Sith Master and had tried to vanquish him.
* 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 Darth Vader just before the climactic battle between him and Obi-Wan on Mustafar. Another, quick-and-you'll-miss-it example occurs when Grievous flashes this glare straight at the camera as he orders his droid underlings to "fire the emergency boosters" in the opening sequence.
* LampshadeHanging: Padmé: "Women on Coruscant don't die in childbirth!" Also counts as {{foreshadowing}} since she doesn't give birth on Coruscant.
* 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 between Vader and Obi-Wan takes place on a planet covered with oceans of lava.
* 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.
* LeaveHimToMe: Obi-Wan boldly jumps down next to General Grievous, who is surrounded by countless droid minions, to challenge him to a duel. Being a HeroKiller who loves murdering Jedi, he predictably does.
* 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. They don't take on Vader together because he's not as big of a problem.
* LoveRuinsTheRealm: More like, love ruins the ''[[UpToEleven galaxy]]''. Mostly because of Anakin's [[LoveMakesYouEvil increasingly warped attempts to save her]] and [[TheCorrupter Sidious]] manipulating his emotions, Anakin and Padmé's love leads to the destruction of the Jedi Order and the establishment of the tyrannical Galactic Empire. Of course, it also results in the birth of Luke and Leia, the future saviors of the galaxy, so it's not all bad.
* 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.
* ManOnFire: Vader's fate after he gets all his remaining organic limbs sliced off by Obi-Wan and the stumps of what's left of his legs catch fire on a lava river. He burns so heavily and thoroughly, it necessitates the legendary suit to keep him alive.
* 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 Darth Vader 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 dismay of Mace, who finds himself receiving a DisneyVillainDeath for it.
* MouthingTheProfanity: During Vader's duel with Obi-Wan, Vader appears to mouth "fuck you" while choking his former master.
* MyDefenseNeedNotProtectMeForever: Obi-Wan jumping into a duel with General Grievous, with the intention of distracting him just long enough for TheCavalry (his clone troops) to arrive.
* MyGodWhatHaveIDone: Anakin after 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.
* MySignificanceSenseIsTingling: When Order 66 is issued and Jedi start dying, Yoda drops his cane and collapses in visible pain.
* MythologyGag: According to the DVD commentary, the roar that Tarrful was uttering during Yoda's departure from Kashyyyk was actually [[Film/TheStarWarsHolidaySpecial Itchy's]] roar.
* 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.
* 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, which drove Vader to kill Padmé. Sure, there's the NeverMyFault 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).
* NinjaPirateZombieRobot: Grievous, who was specifically described in this manner in tie-in materials as "an alien cyborg."
* 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.
* NoodleIncident: "Ninth time...that business on Cato Neimoidia doesn't... doesn't count..." the expanded universe novel ''Literature/LabyrinthOfEvil'' later explained exactly what said business was and why Obi-Wan found it so embarrassing: [[spoiler: Obi accidentally got high on a crate of spores he accidentally broke open, and tore apart no less than fifty battle droids whilst off his head.]]
* 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:
** How Anakin kills Dooku.
** Yoda decapitates two clone troopers when they try to shoot him in the back on Kashyyyk.
* 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.
** Padmé when Palpatine formally founds the "FIRST! GALACTIC! EMPIRE!" in the Senate. The look in her eyes and Bail's eyes show they are very upset about this.
** Padmé again when Vader calls her a liar on Mustafar, and she sees Obi-Wan on her ship, which makes Vader think she's plotting against him and brought Obi-Wan to kill Vader.
** 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, Vader 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, 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.
* APlanetNamedZok: This film contains the most blatant example in the franchise - Kashyyyk.
* PlatonicDeclarationOfLove: Obi-Wan confesses he loved Anakin like a brother right before reluctantly leaving him for dead.
* PlotParallel:
** 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.
** Anakin's conversation with Yoda. He's very distraught about his visions of Padme's death in the future, but because of the Jedi Order's policies on love and relationships he cannot admit that she's his wife and the mother of his children, so Yoda believes that he's simply worried about his close friend. Therefore, his advice to Anakin 'people die, learn to let go.' comes across as very callous and apathetic, and only makes Anakin's mental state even worse.
** 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.
* 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.
* ProperlyParanoid: At one point, Mace Windu expresses concern that Anakin can't handle the mission of spying on Palpatine. He's absolutely right, but it doesn't do him any good in the long run.
* ThePurge: Order 66, which outlaws all Jedi activity, begins with all the Clone Troopers slaughtering their Jedi commanders in a violent montage.
* PutOnABus: Yoda exiles himself on Dagobah at the end of this movie after failing to defeat the rise of the Sith, and as such plays no role in the following installment.
* 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, Padmé dies almost immediately after giving birth to her children. Leia stating her mother died when she was young almost certainly refers to her adopted mother, rather than her biological mother.
*** 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' - he just thinks it perished along with his wife.
* 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.
* SacrificialLion: The death of Mace Windu, one of the most prominent and powerful Jedi in the prequels, serves to turn Anakin into Darth Vader.
* SadBattleMusic: "Anakin's Betrayal", which plays during the march on the Jedi Temple, courtesy of Order 66.
* SavedByCanon: It's a given that all of the characters who appeared in the original trilogy (Vader, Obi-Wan, Yoda, Palpatine, etc.) will survive the events of the movie.
* 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 ''Literature/CoruscantNights'', 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''.
** During the space battle, Obi-Wan's fighter getting slowly dismantled by the buzz droids, as well as his astromech being destroyed, is pretty similar to a scene in the Franchise/StarWarsLegends novel "Vector Prime" when the same thing happens to Kyp Durron.
* ShutUpKirk: Possibly [[NoYou overlapping with]] ShutUpHannibal on Obi-Wan's part.
** 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". Obi-Wan then points out his allegiance to the Republic and democracy, and will still do what has to be done.
** 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 Vader screams that he hates him, but Obi-Wan still responds with how he saw him as his brother and loved 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. Also while he's staring out the Jedi Temple's window to Padme's apartment before intervening in Palpatine's arrest, while she also stares at where he is and starts crying.
* SkilledButNaive: An unusual version in Palpatine's attitude to his master, Darth Plagueis. Palpatine openly gushes about his master's knowledge but despises him for teaching everything he knew to his student and not anticipating his death at the hands of Palpatine.
* 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:''' It's ironic. He could save others from death... but not himself.
* SmugSnake:
** General Grievous acts all tough and imposing, but 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 ''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.
* SuddenSequelDeathSyndrome:
** R4, the astromech droid that accompanied Obi-Wan throughout the last film, gets destroyed in the first ten minutes.
** Count Dooku, who was the BigBad of the previous film, gets killed in the first act.
* SymbolicMutilation: Anakin's incineration corresponds with his final commitment to the Dark Side, so that his body is appears as mangled and ugly as his soul.
* TemptingFate: One of the 501st clone troopers guarding the Jedi Temple during the purge tells Senator Organa that "The situation is under control." A moment later the clone and several of his squadmates are cut down by a young Jedi trying to escape.
* TheyDiedBecauseOfYou: Darth Vader, after being burned alive for betraying his friends, wakes up and asks Darth Sidious what happened to his wife. Sidious, knowing full-well she died in childbirth, says that the injuries she sustained when Vader choked her led to her death.
-->'''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.
* ThirdPartyStopsAttack: Mace Windu is about to finish off Chancellor Palpatine/Darth Sidious when Anakin Skywalker, who wants Palpatine to stay alive to help him save Padme, attacks Mace and cuts off his hand.
* 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.
* TimeForPlanB: When Anakin, Obi-wan, and Palpatine are caught in a ray shield, Anakin suggests waiting for R2-D2 to come and shut down the shield. R2 immediately shows up--and so do a bunch of battle droids and droidekkas.
--> '''Obi-Wan:''' Do you have a plan B?
* 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. And Windu ends up dead as well once Anakin chooses to help Palpatine.
* ToweringFlower: The [[SingleBiomePlanet jungle planet]] Felucia is completely covered in thick, thriving forests of enormous plants and fungi: besides [[FungusHumongous giant purple mushrooms the size of trees]], the Felucian jungles are also home to numerous trumpet-shaped blue flowers the size of houses.
* ATragedyOfImpulsiveness:
** Anakin's impatience and unwillingness to listen to Obi-Wan's advice turns him against the Jedi.
** Mace Windu and the other three Jedi masters rush off to confront Palpatine in the middle of the night, in his private office in the empty Senate building with no witnesses and no one around to help them. So, when things go south and Palpatine/Sidious is more powerful than they expected, the four Jedi die and Palpatine can frame them as assassins trying to murder him and seize power for themselves.
* TragicMistake: Anakin breaks with the Jedi by unintentionally aiding Palpatine in killing Mace Windu. "What have I done?" indeed. [[WordOfGod Lucas]] 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. 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 starts to lose it after seeing Obi-Wan on Padmé's ship, resulting in him Force choking his wife and duelling 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 Anakin killing Padmé is MetaphoricallyTrue (and, for all Palpatine knows, factually true).
* 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 ''Film/TheEmpireStrikesBack''.
* WellIntentionedExtremist: Anakin thinks he is this once he joins the Dark Side.
* 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.
* WhyDontYaJustShootHim: During his fight with General Grievous, Obi-Wan's lightsaber is lost, and he fights him using the Force, despite there being a convenient blaster at his feet. [[ChekhovsGun He eventually does]].
* WithUsOrAgainstUs: Darth Vader shouts, "If you're not with me, you're my enemy!"
* 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 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:
** 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.
** 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 General Grievous in ''[[WesternAnimation/StarWarsTheCloneWars The Clone Wars]]''. This is done to establish Chancellor Palpatine as the immensely powerful Darth Sidious.
** This happens to the Jedi Order as a whole, and they are almost completely wiped out by Vader and the clones in short order. Somewhat justified, as their loyal troops turning on them comes completely out of nowhere and the fact that they're doing it without malice, due to their programming, presumably makes it hard to sense through the Force.
* WorfHadTheFlu: In the original "Legends" continuity, the reason General Grievous is taken down without too much trouble in this film is that he was damaged from a previous battle with Mace Windu. Even in the new Canon, it still seems like he is having a bit of an off day.
* 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 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, apologizes to Obi-Wan for his behavior, 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.
* YouHaveOutlivedYourUsefulness: Palpatine to everyone: Dooku, Grievous, the Separatists, the Jedi, and ultimately the Republic itself.
* YouOweMe:
--> '''Anakin:''' ...And not for saving your skin for the tenth time.\\
'''Obi-Wan:''' ''Ninth'' time.
* YouRebelScum: Grievous and his "Jedi slime!" epithet.
* 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.


-->'''Obi-Wan Kenobi:''' You were my brother, Anakin! I loved you!