Nightmare Fuel / Revenge of the Sith

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Spoilers are Unmarked!
  • In the opening battle, when Obi-Wan and Anakin are fighting their way onto Grievous's command ship, they get attacked by a group of "buzz droids" - sabotage droids specialized in tearing apart machines like ships and droids. R2 is able to fight them off pretty easily, but Obi-Wan's astromech R4 ends up getting its head torn off and sent flying into space, squealing all the way.
    Obi-Wan: Oh, dear...
  • Anakin slices off Count Dooku's hands to end their duel, then decapitates Dooku with both Dooku's saber and his own by Palpatine's order.
  • "The Tragedy of Darth Plagueis the Wise". The whole story has an ominous feel to it, brought to its natural conclusion when Palpatine tells Anakin that Plagueis's apprentice killed him in his sleep. Notice the quiet little smirk Palpatine gives as he muses over the "ironic" end - it's so obvious that not only is he the apprentice in the story, but that he's recalling and relishing in the exact moment when he killed his master. It's a beautifully subtle look into Darth Sidious's raw sociopathy, and proof he can be just as scary even without a disfigured face.
  • The way Grievous dies: First, Obi-Wan rips his chest plating open, exposing the working organs suspended in life-preserving gel. After he gets thrown away, Obi-Wan Force-pulls one of Grievous' heavy blasters to him and starts firing right into his chest. By the end of it all, Grievous has flames shooting out of his eye sockets as he burns to death from the inside out, screaming in agony.
  • The demonic snarl Palpatine makes while dashing at Mace Windu and the other Jedi Masters. Either this or Narm.
  • Palpatine's Force lightning takes a ghastly toll on his own face as he kills Windu. It's right after this that he officially gives Anakin his new Sith moniker: Darth Vader.
  • Order 66. Watching several Jedi be shot down by the clone troopers they trusted is not only sad, but fairly disturbing, especially when you think about it. Especially hard-hitting is Ki-Adi Mundi's death, where he's leading a group of clone troopers through a dark and snowy area only for them to point their blasters at him and shoot him to death. Notice Mundi's expression as he turns around and slowly realizes that the clones have stopped and are aiming at him.
    • The horrific ruthlessness of the clones. Surprisingly, according to the monologue in Star Wars: Battlefront II, the clone troopers weren't that fond of Ki-Adi-Mundi, but what about Obi-Wan? Star Wars: Clone Wars shows that he and Cody were allies and friends for years and he had no hesitation in fulfilling the Order 66. The fact that the clones could be not your friends, but also absolutely obedient to the point where they will blindly follow orders is some major Paranoia Fuel.
      • Star Wars: The Clone Wars gives us more information on Order 66, and it turns out the clones are just as affected by it as the Jedi are: All clone troopers have brainwashing chips planted in them during gestation, set to activate on a trigger. Furthermore, extra materials and additional content heavily imply the clones suffered from some major PTSD later on.
      • Doubles as a massive Tearjerker, for the existence of the organic chips was discovered by a clone trooper nicknamed Fives, who attempted to present his findings to the Jedi in order to prevent the chips from being used to force the clones to kill any more Jedi, before being gunned down for his troubles under orders from Palpatine; Fives' determination to prevent such an incident confirms that the clones truly saw the Jedi as their comrades, possibly family.
      • And Star Wars Legends showed that it was a perfectly reasonable contingence in case the Jedi Order rebelled that everyone knew about but didn't expect would ever need to be implemented. After all, if the Jedi rebel, how do you imprison them? You have to kill them. The worst part is the Irony and Refuge in Audacity of Order 65: it's an order for the clones to arrest the Chancellor, and kill him if he tries to resist or escape. The brainwashing chip isn't even necessary, in most cases: the clone troopers have been just told that a truly nightmarish scenario has started, and they must Shoot the Dog or see the galaxy go to the depths of all hell.
  • Anakin's implied-but-not-actually-shown murder of the children in the Jedi temple:
    Child: Master Skywalker, there are too many of them. What are we going to do?
    Anakin: (activates his lightsaber)
  • Anakin Force-chokes Padmé on Mustafar. Seeing Padmé pregnant and vulnerable, heartbroken and pleading with him for one moment, then choked unconscious is horrifying enough on its own, but then Anakin doesn't come down from his evil high afterward. In fact, he gets worse.
  • Vader says nothing as he coldly rampages through the Separatist Council's location in Mustafar, butchering the leaders despite their pleas for mercy and their battle droids' utter failure to stop him. He's utterly unstoppable there, and the brief video we see of him fighting the Jedi at the Temple shows him fighting two or three at the same time.
  • The look that Anakin makes right before he turns on Obi-Wan. The way it's shot and framed, with Anakin practically staring into the eyes of the audience as he visibly mulls over every perceived feeling of pain, anguish, and utter betrayal.
  • After Anakin and Obi-Wan's duel on Mustafar, Obi-Wan leaves Anakin slowly and painfully burning next to a lava river, on-screen. Yeah, this film earned its PG-13 rating, all right.
  • Just imagine being Padme during this film. You’re heavily pregnant whilst in a Secret Relationship that could seriously screw your lives up if you get found out. The galaxy is being torn apart by war and corruption and you don’t even know if your side is the ‘right’ side anymore. Your husband begins alienating himself and shutting you out after telling you he had dreams of you (and possibly your baby) dying in childbirth (and you know there’s a chance he’s not just being paranoid because he’s Force-sensitive and you witnessed a similar dream come to pass in the last film). Then the Jedi Temple gets burnt down, the Jedi - some of whom are your close friends - are suddenly declared traitors, your government is being replaced by a dictatorship, your husband is acting really weird and running around doing secret missions for the chancellor - whose intentions you’ve grown suspicious of - and you have no idea what’s really going on or who you can trust. It’s really not surprising she spends a lot of the film huddled in her apartment, crying helplessly, because in this situation, she’s extremely isolated and vulnerable.

  • Anakin's Mood-Swinger tendencies get played up quite realistically here. Even Padmé herself, the near single-minded object of Anakin's affections, isn't safe. When she tries to tell Anakin she's pregnant, he instantly becomes afraid she's having an affair, and gets angry, enough that he's hurting her without knowing it.
  • Well before becoming Darth Vader, Anakin exhibits many classic behaviors of an abusive spouse. He never quite crosses that line (until the whole Force-Choke incident), but he definitely steps on it more than once. Stover takes the "Anakin and Padme's relationship was never healthy" theory and runs it back for a touchdown.
  • When Anakin kills Dooku, he's highly conflicted about it. When Vader kills the Separatist Council leaders in the book, he doesn't bat an eye. In fact, he makes little quips about it. Remarkably funny quips.
  • The first dawn of light in your universe brings pain.
    The light burns you. It will always burn you.Part of you will always lie upon black glass sand beside a lake of fire while flames chew upon your flesh.
    You can hear yourself breathing. It comes hard, and harsh, and it scrapes nerves already raw, but you cannot stop it. You can never stop it. You cannot even slow it down.
    You don't even have lungs anymore.
    Mechanisms hardwired into your chest breathe for you. They will pump oxygen into your bloodstream forever.''

  • Padmé and Anakin's confrontation on Mustafar could've gone differently, as seen in this image. This early piece of concept art suggests that in the early drafts, Padme also came to the conclusion that Anakin was gone, replaced by Vader, and that she was going to try and murder him with the dagger she's holding in that image.
  • Few tracks in the movie's score are as disturbing and unsettling as "Palpatine's Teachings", played during Anakin and Palpatine's meeting at the opera house.