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  • After (crash-)landing in the Invisible Hand, Obi-Wan doesn't even let his fighter come to a stop before ejecting and leaping into battle. In a notable role-reversal, the normally Hot-Blooded Anakin carefully lands and unbuckles his flight harness, makes sure R2 has ejected, and only then joins the fight. It's not the first time they switch roles in their cold master—heated apprentice relationship. In Attack of the Clones, it's Obi-Wan who jumps through a skyscraper window to chase after a machine after an assassination attempt on Padmé, undoubtedly risking his life, and it's Anakin who then runs to his jet and tries to back him up. Ironic.
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  • In the scene where Anakin finds out he did not receive a promotion to Master, Obi Wan and Yoda can be seen sharing uncomfortable glances in the middle of Anakin's temper tantrum, as if from second-hand embarrassment.
  • In the opening space battle, one of the things that flies past Anakin's fighter is a literal kitchen sink. It's official, folks, in this battle we have everything... and the kitchen sink!
  • Obi-Wan and Anakin being stuck in an elevator. Anakin's response is to cut a hole in the roof and jump out.
    Obi-Wan: (sighs) Always on the move.
    • Obi-Wan then does the sensible thing by calling R2 to activate it. Except R2 then sends the elevator plummeting at breakneck speed, flooring Obi-Wan and forcing Anakin to grab onto the nearest ledge for dear life. Obi-Wan's fading shout of "R2!" as the elevator drops from under Anakin's feet is just icing.
  • Anakin and Obi-Wan take time out from the opening battle to comment on R2's performance. For about five seconds they sound like his parents, with Anakin being the protective one and Obi-Wan asking why he's always the bad guy.
    Obi-Wan: Well, R2 has been—
    Anakin: Ehh, no loose wire jokes.
    Obi-Wan: Did I say anything?
    Anakin: He's trying.
    Obi-Wan: [defensively] I didn't say anything!
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  • This:
    Battle Droid: Hands up, Jedi!
    [Anakin, hanging by his hands inside an elevator shaft, gives the two Battle Droids an "Are you serious?" look]
  • There is also:
    Battle Droid A: Drop your weapons.
    [Obi-Wan and Anakin pause and look behind them]
    Battle Droid A: I said drop them... Roger.
    Battle Droid B: Roger, roger.
    [Anakin and Obi-Wan slice the battle droids to bits.]
  • R2-D2 curb-stomping two super battle droids.
  • Anakin, Obi-Wan, and Palpatine's brief exchange right before the Jedi sparred with Dooku.
    Obi-Wan: This time we will do it together.
    Anakin: ...I was about to say that.
    [Dooku flips over the railing and lands away from the Jedi. He begins walking towards them.]
    Palpatine: Get help, you're no match for him. He's a Sith Lord!
    Obi-Wan: Chancellor Palpatine, Sith Lords are our speciality!
    • Also, the Dramatic Irony of Obi-Wan telling Palpatine that "Sith Lords are their specialty." You can almost hear Palpatine thinking, "Oh, really?"
    • Moreso, how Obi-Wan gets his butt kicked by Dooku a second time in the ensuing fight. Not funny in that Dooku drops a balcony on him, but that he was talking about how adept they are with fighting Sith Lords, and here Dooku thrashes him again.
  • When Obi-Wan regains consciousness while Anakin is carrying both him and the Chancellor, while hanging for dear life in an elevator shaft.
    Obi-Wan: [wakes up] Uh... Wha! Ah! [Clutches Anakin for dear life]
    Anakin: Easy. We're in a bit of a situation.
    Obi-Wan: Did I miss something?!
    Anakin: Hold on.
    Obi-Wan: What is that?
    Anakin: Uh, oops.
    [Cut to an elevator heading straight for them.]
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    • Even better? Anakin told R2 to activate that elevator a couple of minutes ago, and promptly whips out his comlink to get R2 to shut it back down.
  • When the two Jedi blunder boldly into a (previously discussed) trap, Obi-Wan loses his cool for a moment.
    Obi Wan: Wait a minute, how did this happen? We're smarter than this!
    Anakin: Apparently not.
  • Even better in the novelisation, where Obi-Wan notices that yet again, Anakin has misplaced his lightsaber. When he tries to call this out, Anakin manages to throw it right back into his face. And then Palpatine winks at him, as if sharing the joke.
    Obi-Wan: Oh Anakin, where is your lightsaber?
    Anakin: I know exactly where it is. [pointing at a battle droid] It's right there.
    Obi-Wan: How could you let this happen?
    Anakin: Hey, he's got your lightsaber too, you know.
    Obi-Wan: I really don't think that's the point.
    Anakin: This weapon is your life, Obi-Wan!
    Obi-Wan: Yes, alright, you've made your point.
  • Anakin advises Obi-Wan to be patient and wait for R2's arrival. R2 promptly barrels into the hallway and brings about 40 other droids in tow, chasing after it. When cornered, R2 shocks the closest Super Battle Droid, which gets it kicked over like some trash can.
    Anakin: I say patience.
    Obi-Wan: [clearly incredulous] Patience?
    Anakin: Yes. R2 will show up, and he'll deactivate the ray shields.
    [enter R2 careening in through a nearby doorway and crashing into the opposite wall]
    Anakin: See? No problem.
    [battle droids show up]
    Super Battle Droid: Don't move. [gets zapped] OW! [kick]
    Obi-Wan: Do you have a plan "B"?
    • One wonders if Obi-Wan's incredulity here is at least partly due to Anakin Skywalker advocating patience.
    • This is also funnier in the novel, with Anakin Tempting Fate by assuring Obi-wan that they can easily take out a security patrol made of "those skinny useless little battle droids". This is immediately followed by the arrival of "four of those skinny useless battle droids" - and eight destroyer droids, sixteen super battle droids, and two of Grievous' custom-designed, Jedi-killing MagnaGuard droids.
      Obi-Wan: You were saying?
  • Virtually all the snark from the droids at the beginning of the film.
  • Right before they are captured, R2 runs away from super battle droids and hits a wall. And then he repeatedly shakes his head as if to avoid getting dizzy, like people do when they've hit their head on something.
  • When General Grievous snatches two lightsabers out of a poor downed battle droid's hands.
    Battle Droid: You're welcome.
    • You practically feel the snark from that one. It passes by Obi-Wan and Anakin as it gives their lightsabers to Grievous and even says "Excuse me."
  • The scene where Anakin heckles Grievous.
    General Grievous: Anakin Skywalker. I expected someone with your reputation to be a little... older.
    Anakin: General Grievous... you're shorter than I expected.
    General Grievous: ...Jedi scum!
    Obi-Wan: We have a job to do, Anakin. Try not to upset him.
  • Another moment in the novelization. General Grievous subscribes to the school of You Have Failed Me management, and he has an even smaller tolerance for failure than Darth Vader. Reality Ensues with he gets fed up with one last panicking crew member... and then realizes he just killed the last of his bridge crew. A smaller moment in the same vein as this is Grievous killing his senior gunnery officer for a relatively petty reason, and then turning to the junior gunnery officer and telling him "Congratulations. You just got promoted. Take your post." The poor guy can't even stammer out a complete sentence.
  • Obi-Wan lopping off a MagnaGuard's head and casually walking away. His attempted badass exit is promptly ruined by the droid attacking him again, forcing Obi-Wan to turn back around and fend it off with an expression that screams "I just cut your head off! Why aren't you dead?!"
  • There's just something funny about a stampede of frightened Neimoidians and battle droids fleeing The Bridge while two Jedi are busy slicing everything to pieces.
  • Obi-Wan's total lack of reaction to everything going to hell during the battle of Coruscant.
    Anakin: We lost something.
    Obi-Wan: Not to worry, we are still flying half a ship.
  • Or this:
    Obi-Wan: Can you fly a cruiser like this?
    Anakin: You mean, do I know how to land what's left of this thing?
    Obi-Wan: Well?
    Anakin: Under the circumstances, I'd say the ability to pilot this thing is irrelevant. Strap yourselves in.
  • For that matter, the entire Coming in Hot scenario, with increasingly large portions of the ship bursting into flames and/or falling off as Anakin brings them in for a forced landing. What should be a terrifyingly catastrophic scene (all of those chunks of the ship are falling over a very large city, and the ship itself takes out several buildings at the spaceport when it ditches) ends up being hysterically funny, thanks to Anakin and Obi-Wan's deadpan commentary.
    Obi-Wan: [obviously winded] Another happy landing.
    • While Anakin and Obi-Wan are completely calm and collected throughout the whole scene, Palpatine looks downright terrified for his life... and a bit like he's reconsidering the master plan that now hinges on the two madmen next to him managing to land half a ship without getting the three of them killed on impact.
    • Palpatine's look of (feigned) annoyance at Artoo for cheering when they land.
  • When Anakin and Obi-Wan argue about how many times the young apprentice had saved his master.
    Anakin: You owe me one, and not for saving your skin for the tenth time.
    Obi-Wan: Ninth time. That business on Cato Neimodia doesn't... doesn't count.
  • Fridge hilarity when you realize that's a public transport Obi-Wan is about to board. A master Jedi, galactic peacekeeper, warrior monk with supernatural powers... is riding the bus.
  • When Palpatine tells about how Plagueis died (courtesy of him), you can almost hear his thoughts:
    Palpatine: Darth Plagueis was a Dark Lord of the Sith, so powerful and so wise... Unfortunately, ["lol"] he taught his apprentice everything he knew, ["What an Idiot!"], then his apprentice killed him in his sleep. ["What the hell else did he expect?"] Ironic... ["That was fun"]
  • The novelization has a number of darkly funny moments whenever Grievous is forced to put up with Nute Gunray. Most notably: "Grievous resisted his natural inclination, which was to boot the Viceroy so high he'd burn up on reentry."
  • When General Grievous enters Utapau, he doesn't even wait for the ship's ramp to open before storming out. Wat Tambor is standing in the background with a gesture that's saying "really?".
  • General Grievous at one point delivers this line...
    General Grievous: I am sending you to the Mustafar system in the Outer Rim. It is a volcanic planet which generates a great deal of scanning interference. You will be safe there.
    • What the line actually sounds like when delivered during the movie...
    General Grievous: I am sending you to the Mustafar system in the Outer Rim. It is a volcanic planet [inaudible] You will be safe there.
  • What does Obi-Wan Kenobi say after dropping into a hangar full of a whole army of droids, plus General Grievous?
    Obi-Wan: Hello there!
  • When General Grievous takes off his cloak and reveals that he's Multi-Armed and Dangerous with multiple lightsabers to Obi-Wan, a battle droid watching this in the background can be seen tapping the shoulder of another battle droid to watch Grievous ignite his lightsabers.
  • At one point in the Obi-Wan vs. Grievous fight, Obi-Wan kicks the General in the shin. This being General Grievous, Obi-Wan comes to regret his decision very quickly.
  • Obi-Wan, immediately after killing Grievous with a blaster of all things:
    Obi-Wan: SO uncivilized...
    • Becomes even funnier when you realize that he's not referring to Grievous, he's referring to the act of using a blaster. It's a callback to a line in A New Hope, in which he describes the lightsaber as a "elegant weapon" and subtly expresses disdain for blasters.
  • A small and unintentional one. When it is time to execute Order 66, Commander Cody received that order just a few seconds after he returned Obi-Wan his lightsaber. His thoughts were probably complaining about how contrived the timing of this is. He even lampshades it for real in the novelisation.
  • From the novelization: Obi-Wan and Yoda are considering how they will get back to Coruscant post-Order 66, and look dubiously at the small one-seater spaceship Obi-Wan arrived in.
    Obi-Wan: I suppose... if you don't mind riding on my lap...
  • Yoda's subtle flick of his wrist to effortlessly knock out the two Royal Guards with The Force as he enters Palpatine's office while not even breaking his stride doubles as a Funny Moment of Awesome. On the DVD Commentary, they claim that this was not intended to be a humorous moment. Of course not.
    • His banter with Palpatine before the fight starts is rather humorous, too.
      Palpatine: [politely] Master Yoda! [grumbling] You survived.
    • And, not that much later, Yoda Force-pushes Palpatine across his office, into his chair, knocking him ass-over-teakettle and letting us see his pants as his robes fall up.
    • After the previous scene, Sidious immediately somersaults towards the door, only for Yoda to jump in front of him and suddenly cut his escape route. Sidious actually emits an audible, disappointed "argh" at that moment, clearly translating as an inner This Is Gonna Suck realization upon knowing he will have to duel Yoda.
    • He may be an Omnicidal Maniac, but Palpatine shows he knows how to have fun while throwing Senate seats at Yoda. He's cackling all the time, and even when Yoda finally stops one seat out of the many Palpatine has thrown at him, the Sith Lord chuckles, as if to say "oh, that's cute".
    • However, when the seat starts spinning and comes sailing back at him, the chuckle stops suddenly just before the Emperor is forced to leap for cover.
  • An incredibly Black Comedy example right before Anakin and Obi-Wan's final duel.
    Anakin: YOU TURNED HER AGAINST ME!
    Prolonged Beat as Obi-Wan blatantly stares at Padmé's strangled and unconscious body mere feet away with a "The hell is he talking about?" expression.
    Obi-Wan: You have done that yourself.
  • When Anakin and Obi-Wan are fighting on one of the massive arms of the factory, and hot lava and rocks start raining down, they break off their duel momentarily to take cover. The annoyed expressions on their faces are amusing, but you almost expect them to resume snarking at each other. "This is another fine mess you've gotten us into!" "You're the one who brought us out here, Master!"
  • There's a moment in the Obi-Wan vs Anakin fight that's actually pretty funny, and it's completely silent. While Anakin and Obi-Wan are squaring off on a very thin pipe, one of the lava-collecting droids pops up. It looks at Anakin, then Obi-Wan, then pauses for a second. As if thinking "No way in hell is dealing with this part of my job description", it immediately flies away.
  • "NOOOOoooOOOOoooOOOoooo..." Or, translated into proper English, "Do not want".
  • C-3PO's reaction to hearing that he's going to have to undergo a mind-wipe.
    Bail Organa: Captain Antilles, I'm placing these two droids in your care. Treat them well, clean them up, have the protocol droid's memory wiped.
    3PO: What?!
    R2: (beeps in a way that can only be interpreted as Blowing a Raspberry followed by laughter)
    3PO: Oh, no...
  • In a meta way, Anakin and Padmé desperately attempting to hide their relationship from Obi-Wan, and Anakin insisting that they can't tell Obi-Wan about it...when the theatrical films and The Clone Wars imply, and the EU states outright, that Obi-Wan already knew the whole time. And so did Captain Panaka. And Palpatine. And Rex. And Ahsoka. And Bail Organa. And possibly even Mon Mothma (Clone Wars Gambit implies that she might have suspected). And then there's all of Padme's staff. It's even implied that Mace Windu suspected something. Great job keeping it a secret, guys!
  • Palpatine informing Nute Gunray and the other members of the Separatist Council that his new apprentice, Darth Vader, will be arriving soon to "take care of them." If the double meaning was intentional (and let's face it, it probably is) Palpatine has a warped sense of humor.
  • The novelization has a bit where Palpatine tells Anakin that he thinks the Jedi Council is making up this "Darth Sidious" in order to scare him. Funny enough, in a Dramatic Irony sense, but then the conversation following really takes the cake:
    Palpatine: Do you know what I would do, if this "Darth Sidious" of yours were to walk through the door right now, and I could stop him killing you on the spot, do you know what I would do? I would ask him to sit down, and then I would ask him if he has any power he could use to end this war sooner. And if he said he did, I'd bloody well offer him a brandy and talk it out!
    • After Anakin protests that You Have GOT To Be Kidding Me, Palpatine shrugs and admits that yes, of course he is. After all, "what are the chances of an actual Sith Lord walking through that office door?"
  • In the first novelization, Lorth Needa's brief appearance. Best known for apologizing to Vader for failing to capture Han and Leia knowing he'd be killed for it, here he does:
    • Pin down the Invisible Hand long enough for Obi-Wan and Anakin to mount their rescue mission-and with two damaged ships and a crippled one, all of them outdated (the task force consisted of a Dreadnought-class heavy cruiser as the flagship and three Carrack light cruisers. One of the Carracks was wiped out and the Dreadnought was heavily damaged). He wasn't even in command until his superior on the flagship became unreachable-hence he benefitted from the You Are in Command Now trope.
    • Deliver a death threath to Grievous. With those ships. Grievous obviously didn't take him seriously. Then Needa, thinking Palpatine and the rescue party were dead, delivered via Summon Bigger Fish.
    • The fact Needa almost got the future Emperor and Darth Vader killed-by trying to avenge them. One gets the impression the real reason Vader killed him was because he still nursed a grudge and finally got an excuse...

Deleted Scenes

  • The cut scenes are pretty funny as well. At one point Anakin and Obi-Wan flee into the fuel lines of Grievous' ship.
    Anakin: We're safe for the time being.
    Obi-Wan: [incredulous] Your idea of safe is not the same as mine.
  • They then crawl to the maintenance shafts, and Anakin welds one shut to stop the fuel explosion they're waiting for.
    Obi-Wan: Anakin, you still have much to learn. That will never hold.
    Fuel explodes, ruptures the hull and dents the welded shaft.
    Obi-Wan: [Beat] Alright, I still have much to learn.
  • There is also the longer version of them taking the elevator.
    Anakin: R2, where are they holding the chancellor?
    R2-D2: [Beeps]
    Anakin: [looking at his comlink] No text. [hits comlink]
    R2-D2: [Beeps]
    Anakin: It's broken. Can you understand what he's saying?
    Obi-Wan: I'm not a protocol droid.
    Anakin: I'm pretty sure that beep [perfect binary] is down.
    Obi-Wan: I sense Count Dooku is above us.
    Anakin: Oh, yes yes yes, you're right. Beep [perfect binary] is up. [nods].
    Obi-Wan: Ah. [starts for elevator]
    Anakin: I think... anyway, I agree. Up it is.
  • Followed by the above mentioned elevator scene with the battle droids and this gem:
    Obi-Wan: Roger.
    Anakin: Roger.
  • In a deleted scene between Padmé's Committee and Chancellor Palpatine, there's this dialogue:
    Palpatine: You must trust me to do the right things, Senator. That is why I am here.
    Male Senator: Surely, you—
    Palpatine: I said I will do what is right. That should be enough for your... Committee.
  • The look that Padmé gives Anakin before she and the Committee leaves.
  • Followed up by this dialogue exchange between Palpatine and Anakin:
    Palpatine: Their sincerity is to be admired, although, I feel as though there is more to their request than they are telling us.
    Anakin: What do you mean?
    Palpatine: They're not to be trusted.
    Anakin: Surely, Senator Amidala can be trusted?
    Palpatine: These are unstable times for the Republic, Anakin. Some see instability as an opportunity. Senator Amidala is hiding something. [Almost sing-song. Ish.] I can see it in her eyes.
    Anakin: I'm sure you're mistaken.
    Palpatine: [Sounding surprised] I'm surprised your Jedi insights are not more sensitive to such things?
  • In another of the deleted scenes, Obi-Wan and Anakin are surrounded by battle droids, and communicate with a variety of hand signals while Grievous blathers on. It has to be seen to be believed. One wonders just how they came up with them.
  • As General Grievous flees from the burning Invisible Hand, he reflects that for the first time in his life he is disobeying orders by leaving behind Chancellor Palpatine, despite having been given express orders by Darth Sidious to leave Palpatine alive. Then he shrugs and sighs.
    There was a war on, after all. He was sure Lord Sidious would forgive him.

Outtakes

  • An outtake of the three-way fight duel between Anakin, Obi-Wan, and Count Dooku has Ewan McGregor swinging his lightsaber into Hayden Christensen's crotch.
    [Anakin clutches his groin, groans, and falls over in pain]
    Obi-Wan: I'll take you on my own!
  • While burning alive on Mustafar, Anakin says "I hate you" in the sassiest way possible.
    Anakin: Oh, I hate you.


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