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Film: Revenge of the Sith

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, period, and the third episode chronologically, portrays the culmination of the Clone Wars, Anakin's turn to The Dark Side (and transformation into Darth Vader), the destruction of the entire order of the Jedi (the titular revenge), and the rise of the Galactic Empire. The film concludes with the single longest lightsaber battle of all six films. It is considerably Darker and Edgier than The Phantom Menace and Attack of the Clones.

Tropes Mostly Particular To This Film:

  • Acting for Two: Ki-Adi Mundi and Nute Gunray are both played by the same actor, Silas Carson.
  • Actionized Sequel: The film has many more battle sequences and one-on-one duels than Attack of the Clones, including a lengthy Action Prologue.
  • Action Film, Quiet Drama Scene: Arguably, the scene with Padme gazing across Coruscant to the Jedi temple, while Anakin gazes back at their apartment, qualifies as the most romantic scene between the characters in the entire prequel trilogy. That it has not a single word of dialogue and the two romantic leads are miles apart, well...
  • Actor Allusion/Mythology Gag: The novelisation says the Jedi Cin Drallig (played by Nick Gillard, the guy who instructed the actors in the original trilogy on sword fighting) is the Jedi order's main lightsaber instructor. He's also in the video game adaptation as a boss for Anakin during the Jedi Temple massacre.
  • Agony Beam: Force Lightning, which Palpatine uses to kill Mace Windu.
  • Alas, Poor Villain: The novelization provides this for Count Dooku. Seconds from death, he realizes everything he has done or accomplished, all his talent and power and intellect, has been used by Sidious to fulfill his plans with no regard for Dooku's wishes. Even worse, he realizes Sidious had always planned to kill and replace him. "Treachery is the way of the Sith."
  • All There in the Manual:
    • Padme'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 and do not know what the reason behind her dwindling health is. It's explained in said supplementary materials that it was trachea damage they couldn't detect.
    • 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 made by Palpatine, with the Jedi being unaware of either order. The previous order, Executive Order 65, was that the army would remove the Chancellor from power should he/she have been caught doing corrupt things, should Palpatine have not won the seat.
    • General Grievous is never given any backstory or motivation in the movie itself; to anyone who didn't watch the first Clone Wars cartoon he comes completely out of nowhere for a major villain.
  • 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; he sees an almost Jedi-like calm dedication to service in her eyes, she follows spoken orders to go home and then comes back to be there when he needs another lift, and obeys more spoken orders to destroy a specific part of a parked ship with her tail. For his part, Obi-Wan banters as playfully with her as with Anakin or Commander Cody, and acts like she's an intelligent being who can understand him and his reasoning.
  • 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 six films, we get to see for a brief moment what Anakin's field of vision looks like from inside the mechanical suit. The "look" on Anakin'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 breath and see for his burned lungs and eyes.
  • Angrish: Anakin himself after he loses his fight with Obi-Wan on Mustafar.
  • An Arm and a Leg: Numerous people lose limbs. It is Star Wars, after all.
  • 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 one of the more memorable and shocking single moments of the movie.
  • Asshole Victim: All of the Separatists on Mustafar, but especially that sniveling Viceroy Gunray.
  • At The Opera Tonight: With guest appearences by George Lucas and his family in blue makeup, and a Twi'lek with an amazing rack.
  • 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, and two of the most prominent Jedi survive the Purge and go into hiding.
    • Played straight in the video game though. In the final level, in which you play as Anakin fighting Obi-Wan in the final duel, Anakin is not crippled, Obi-Wan is killed by Anakin, and Palpatine declares that there is none left to oppose them (meaning Yoda possibly died). However, after Palpatine hands Anakin his new weapon, a red lightsaber, Anakin 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.
    • Bail Organa when a youngling is gunned down right in front of him.
  • Birth/Death Juxtaposition: Padme dies on the table while giving birth to Luke and Leia - while on another operating table, Darth Vader takes his first breath.
  • Bittersweet Ending: Palpatine rules supreme as Emperor, Anakin has long ago been corrupted into Darth Vader, Padme is dead and the Jedi have been systematically exterminated apart from Obi-Wan and Yoda. Yet, the Skywalker children are safe and we know that years later they both will become A New Hope to put the Galaxy right.
  • 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 anesthetic for it and was awake the entire time.
  • Body Motifs: The novelization does this with Anakin's mechanical hand. It aches when Count Dooku is near, crushes things when he's angry, and is mentioned often.
  • Bond One-Liner: While the execution of the Separatist leaders is actually one of the better scenes of the entire movie and played entirely seriously, in the novelization it would appear that Stover couldn't resist Bonding it up. Almost every time that Anakin killed one of the leaders, he spouted off a corny one-liner.
  • Book Ends: C-3PO had the first line in the original trilogy, and he gets the last line in the prequel trilogy.
  • 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.
  • Call Back/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.
  • Cain and Abel: Anakin and Obi-Wan at the end, eventually. Hammered home when Obi-Wan addresses Anakin as his brother at the end of their fight.
  • Card-Carrying Villain: Come on, General Grievous?
  • Catapult Nightmare: Anakin has one in his and Padmé's apartment on Coruscant when he's Dreaming of Things to Come.
  • The Chessmaster: Sidious
  • Chickification: Padme, 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 Anakin 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.
  • Continuity Lockout: If you watched the Clone Wars cartoon you know that Greivous is a cybernetic Four Star Badass and Hero Killer to the point that he's the only reason the Separatists are a legitimate threat, who is only beatable at all because of recent injuries he sustained fighting Mace Windu. If you didn't he's a random droid, which seems to have asthma for some reason, that everyone treats like a big deal even though he is solidly defeated or runs away every time he's encountered.
  • Continuity Nod: The novelization nods often to the Star Wars Expanded Universe, and not just to Stover's Mace Windu book Shatterpoint. The worlds of Corellia, called the Five Brothers. Various EU adventures Anakin and Obi-Wan have been on get mentioned. He never appears in person, but the powerful Corellian senator Garm Bel Iblis is part of the proto-Rebellion.
    • Asajj Ventress is also mentioned once or twice; she's a major EU character.
    • After their climactic duel, Obi-Wan is seen stopping to pick up Anakin's lightsaber, which he gives to Luke in Episode IV.
  • Convection Schmonvection: On Mustafar, both combatants are apparently immune to the heat from the molten lava that they are battling over. In the novelization, it is stated that both are using the Force to protect themselves... until Anakin is critically injured.
  • 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.
  • 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.
  • Dangerously Genre Savvy: In a deleted scene and the novelization, as well as subtly implied in the movie itself, the Clone Troops, after betraying Obi-Wan on Sidious' command, sent some drones down to search for Obi-Wan's body just to make absolutely sure he had in fact died in the fall.
  • Darker and Edgier: Easily the darkest of the prequel trilogy, or even the entire saga of Star Wars, and the novel is even darker. It has the distinction of being the only film in the franchise to receive a PG-13 rating.
  • Dark Reprise: The Force Theme towards the end of the movie.
  • The Dark Side Will Make You Forget
  • Day Of The Jackboot: Palpatine's plans come to fruition in this film as he establishes himself as Emperor.
  • Death by Childbirth: Anakin dreams this will happen to Padme. 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: Padme. Inspired the page quote.
  • 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.*
    • Mace dies in this manner.
  • 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.
  • Don't Make Me Destroy You: Anakin threatens to kill Obi-Wan before their duel commences.
  • Doomed by Canon: Order 66 dooms a lot of people.
  • Downer Ending: Well, at least we knew it was coming.
    • The Video Game's version plays this straight as an alternate ending: Anakin kills Obi-Wan, and Palpatine declares that there is none left to oppose them (meaning Yoda possibly died). However, after Palpatine hands Anakin his new weapon, a red lightsaber, Anakin stabs Palpatine and declares himself the new emperor. And because Obi-Wan is dead, Padme 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 Padme'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: Anakin during his Villainous Breakdown after he's defeated by Obi-Wan on Mustafar, screaming out his hatred towards the Jedi master. 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 s tarfighters as they swoop in to join a massive battle above Coruscant.
  • Et Tu, Anakin?: Anakin believes that the Jedi have betrayed him, and Obi-Wan has this realization himself when he discovers a hologram recording of Anakin kneeling before Palpatine.
  • Ethereal Choir: When Anakin's rebirth as Vader is complete, a mournful choral theme is heard.
  • 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 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 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 audience 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.
  • Face Heel Turn: Anakin.
  • Fallen Hero: The point of the movie.
  • Fantastic Racism: Count Dooku doesn't like cyborgs or aliens. Low-class, filthy creatures that they both are. Anakin starts picking up on this too, finding a Chagrian to be hideously repulsive. Both of these are exclusive to the novelization.
  • 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 Anakin mirror each other's movements perfectly, complete with a Force-push Beam-O-War which sends them each flying in opposite directions.
  • 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 Anakin 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 Anakin's aggressiveness against him during their duel by blocking and defending himself rather than counterattacking for most of it. This strategy pays off when Anakin 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.
  • The Force: Stover's known for somewhat flowery philosophical prose, and this comes into play full force whenever Obi-Wan fights. By letting go of his self, he loses his sense of identity and allows the Force to move through him, allowing him to get through impossible odds. By contrast, The Dark Side requires users to make The Force to do their bidding.
  • Foregone Conclusion: Anakin turning to the Dark Side and becoming Darth Vader.
  • The Friend Nobody Likes: Anakin finds himself with this problem with the Jedi Council after he's refused the rank of Jedi Master.
  • Fungus Humongous: The low-gravity planet Felucia, where Aayla Secura was killed during Order 66.
  • Groin Attack: Obi Wan knees Anakin in the groin in order to release himself from Anakin's stranglehold (both physically and telekinetically). Given the endurance of Force users, he recovered from it pretty quickly.
  • Hero Antagonist: Obi-Wan becomes this after Anakin's Face Heel Turn.
  • 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.
    • It should be noted, however, that while he sentence "Only a Sith deals in absolutes," is itself an absolute, the objective word word to keep in mind is "deal". The Sith only "deal" with joining the dark side or death (ex. Episode VI dialogue between the Emperor and Luke Skywalker). The Jedi do not "deal" with the "join us or die" idea.
  • I Am the Noun
    Windu: The Senate will decide your fate.
    Palpatine: I am the Senate!
    Windu: Not yet.
  • I Have the High Ground: Obi-Wan does this at the climax of the lava-surrounded lightsaber duel.
  • If I Can't Have You: More like "If I can't have my wife" for Anakin.
  • Imaginary Love Triangle: Anakin 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.
  • In Medias Res: Similar to A New Hope, this film starts off with a space battle, where much has transpired before we catch up on the story.
  • The Insomniac: Matt Stover's novelization reveals that after he had his nightmare of Padme dying in childbirth, Anakin Skywalker swore off sleep and was using the Force to sustain himself. "The force could keep him upright, keep him moving, keep him thinking, but it couldn't give him rest. Not that he wanted rest. Rest might bring sleep. What sleep might bring, he could not bear to know. He could remember Obi-wan telling him about some poet he'd once read—he couldn't remember the name, or the exact quote, but it was something about how there is no greater misery than to remember, with bitter regret, a time when you were happy." No wonder the guy's about to go Sith.
  • Interesting Situation Duel: Obi-Wan Kenobi and Anakin'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.
  • 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.
  • Joker Jury/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.
  • Jumping Off the Slippery Slope: Anakin didn't so much as to turn to evil after he agonizes over his role in Windu's death.
  • Jurisdiction Friction: Discussed in Matt Stover's novelization, which goes into more detail in describing an argument between Anakin Skywalker and the Jedi Council over who commands the Grand Army of the Republic after Palpatine is given oversight of the Jedi Council. When argument breaks out after Anakin clarifies that with his new powers, Palpatine is now Commander in Chief of the Grand Army of the Republic, Yoda states "Pointless it is, to squabble over jurisdiction."
  • Kick the Morality Pet: Anakin and his Force choking of Padmé.
  • Kick the Son of a Bitch: Anakin's massacre of the Separatist Council, especially with the murder of Nute Gunray.
  • 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.
  • Killed Mid-Sentence: Nute Gunray pleads for mercy, only to be quickly cut down by Anakin mid sentence.
  • 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".
  • Lampshade Hanging: Padme: "Women on Coruscant don't die in childbirth!" Also counts as foreshadowing since she doesn't give birth on Coruscant.
  • Last Minute Baby Naming: Padmé doesn't name her twins until they are born, and she's dying.
  • Lava Adds Awesome: The final showdown between Anakin and Obi-Wan, naturally.
  • 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.
  • Love Cannot Overcome: Padmé's breakup with Anakin.
  • Love Hungry: Anakin regarding Padme, 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.
  • 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.
  • Manipulative Bastard: Palpatine, to the galaxy.
  • Mini Mecha: Some of the Republic army's walkers.
  • Moral Dilemma: Anakin believes he has to use the Dark Side or else Padmé's will die.
    • Also, Anakin's choice between letting Mace Windu unlawfully kill Palpatine or saving the Sith Lord's life.
  • 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.
    • The novelization, when handling the scene where Vader's just been assembled on a slab, leaves out the Big "NO!" and adds a moment of Never My Fault before he realizes that it is his fault. Then he tries to call on the Force to kill Sidious - but he's lost so much of his power that he can only destroy droids and equipment, he can't even touch Sidious - and in the end he doesn't want to, because now this is all he has left. The same person who caused him to kill his wife, their unborn child, and thoroughly alienate everyone he ever thought of as a friend is now the only person who will understand, and forgive, and care. Anakin - or now, Darth Vader - will spend the rest of his life burning in self-hatred the way he burned on the shores of the river of lava. All alone, with himself.
  • 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: General Grievous, any of the Darths.
  • 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.
  • New Era Speech: Palpatine gets an especially juicy one as he declares the birth of ''The First! GALACTIC!'' '''EMPIRE!!!'''
  • Never My Fault: Anakin blames Obi-Wan for turning Padmé against him after he Force chokes his wife.
  • Ninja Pirate Zombie Robot: Grievous, who was specifically described in this manner in tie-in materials as "an alien cyborg."
  • 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.
  • Noodle Incident: "Nine times... that business on Cato Neimoidia doesn't... doesn't count..."
  • 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."
  • Offhand Backhand: Anakin 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.
  • One-Woman Wail: During a scene when Anakin and Padmé are thinking of one another on Coruscant.
  • Paradise Lost: Anakin, the Jedi's Morning Star, standing against the fire-and-brimstone backdrop of Mustafar.
  • The Paragon Always Rebels: Duh.
  • Pay Evil unto Evil: Subverted big-time. Although Nute Gunray and his minions invaded Naboo earlier on, Anakin's eagerness to kill them is portrayed as alarming nonetheless. Though there does seem to be some trace of this trope present; Anakin'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 Anakin on Mustafar, for a brief moment he acts like he genuinely cares for Anakin, and is saddened by what has happened. The EU establishes that all Palpatine feels is disappointment and anger, and that he actually considered leaving Anakin to die as punishment. It's only the fact that Palpatine has waited 20 years for Anakin's turn that motivates him to save his life and it's why he eventually tries to have Luke replace him.
  • A Planet Named Zok: This film contains the most blatant example in the franchise - Kashyyyk.
  • Plot Parallel: Grievous is partly removed from a mechanical suit and set on fire; Anakin 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 Padme, 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 whose torn by about fifteen different conflicting loyalties.
    • Anakin might not have strangled Padmé and duelled 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 Padme.
  • 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.
  • Pragmatic Adaptation: The Novelization was a departure from the other movie novelizations in that it wasn't just a prettied-up transcript of the movie. This was written by Matt Stover, who changed parts of the script given to him and expanded on some points while minimizing others, although George Lucas approved of all of the changes he made. People who have read it tend to call it superior to the movie - more time was spent on Anakin's fall and Padme's thoughts, and it's much darker than the movie was, though like all of Stover's works it's not devoid of hope.
  • 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 temple...plus their suffering from the Cloning Blues.
  • The Purge: Order 66.
  • Putting on the Reich: The allusions to Adolf Hitler's rise to power are plentiful.
  • Pyrrhic Villainy: Sure, Anakin helps to won the war, and his Face Heel Turn to The Dark Side allowed Chancellor Palpatine to take over the galaxy. But he ends up losing Padme, 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.
  • 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 Anakin, but Yoda sends him to fight anyway, because "strong enough to face this Lord Sidious, you are not."
  • 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.
  • 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.
  • 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 Anakin 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.
  • Shut Up, Kirk!: When Obi-Wan lectures Anakin about turning over to The Dark Side, Anakin tells him that he have brought peace, freedom, justice and security to "his new Empire".
  • Single Tear: Anakin in one scene on Mustafar.
  • 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.
  • Snow Means Death: Ki-Adi-Mundi's death on Mygeeto.
  • Sparse List Of Rules: Nobody ever tells us what Orders 1 through 65 are.
  • 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.
  • They Died Because of You:
    Darth Vader: Where is Padme? Is she safe? Is she alright?
    Darth Sidious: It seems in your anger, you killed her.
  • They Were Holding You Back: Obi-Wan and Padme for Anakin. Sidious manipulates Anakin into killing/driving them away himself.
  • Third Act Misunderstanding: Anakin 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: Anakin 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 didn't arrived on time to rescue him.
  • 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. Mace also makes the fatal mistake to focus on Palpatine's "shatterpoint", which was Anakin, while completely ignoring Anakin's "shatterpoint", Padme.
    • 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.
    • Word Of God also suggests that while Palpatine knew Anakin would intervene, Mace had no idea it would happen, leaving him deceived by the old man.
    • Word Of God also suggests 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.
  • 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.
  • 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. So how does he repays them after all his years of serving them? By making his Face Heel Turn to The Dark Side and killing them in Order 66.
  • 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: Palpatine does this to Dooku. It works.
  • 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:
    • Dooku in the novelization. It starts when he realizes he underestimated Obi-Wan and Anakin and culminates in him pathetically begging for his life when Palpatine's Uriah Gambit becomes all too clear to him. This part was removed for the movie, since Christopher Lee thought it was out of character, so Anakin just executes him without him saying a word.
    • Anakin himself went through this after his Face Heel Turn. He really start to lose after seeing Obi-Wan on Padme's ship, resulting in him Force choking his wife and dueling with his former Jedi master on Mustafar.
  • Villain Protagonist: Anakin/Vader by the latter parts of the film.
  • Watching the Sunset: A nice Call Back to A New Hope.
  • We Can Rule Together: Anakin tries to convince Padme 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 Anakin 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.
  • 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.
  • 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.
    • 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: Anakin/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.
  • Xanatos Gambit: The novelization's chapter The Jedi Trap lovingly details the things that must be part of such a trap before Obi-Wan goes to confront Grievous. After he wins, the narration explains how it was still a perfect trap, since the bait and the killer - Grievous - was going to need disposing of soon and the true purpose of this trap, the one that made the Jedi lose the moment he stepped in, was having him not be on Coruscant at a pivotal moment.
  • Your Head Asplode: Grievous' death scene suggests this is a potential side-effect of an overdose of blaster fire to the chest.
  • You Could Have Used Your Powers for Good: Obi-Wan to Anakin.
  • 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.
  • Zeerust: In terms of aesthetics...it 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. Especially by the end.
    • Slightly justified. The Expanded Universe states that all of the Empire's gear got clunkier because it was cheap and efficient, and since they had control of the galaxy, they didn't really need to put too much effort into protection, seeing as how they could just clone more soldiers if they needed any. The Rebels, on the other hand, had limited financial backing, which meant that they sacrificed fashion for function.

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alternative title(s): Revenge Of The Sith
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