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Nightmare Fuel / Revenge of the Sith

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Revenge of the Sith is by far the darkest installment of the Saga and depicts the harrowing events surrounding the Jedi's fall and the Sith's rise, not sparing the viewer from all its details.

All spoilers on this page are left unmarked. You Have Been Warned!

  • 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 that specialize 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...
  • Dooku's last words once you look deep into them.
    Dooku: I sense great fear in you, Skywalker. You have hate, you have anger... but you don't use them.
  • Anakin slices off Count Dooku's hands to end their duel, then decapitates Dooku with both Dooku's lightsaber and his own at Palpatine's order.
    Palpatine: Good, Anakin, good! (chuckles) Kill him. Kill him now.
    Anakin: (hesitates) I shouldn't...
    Palpatine: DO IT.
    (Anakin scissors the poor Count's head off. Cut to a view of all three of them, including Dooku's now-lifeless body and his severed hands on the floor.)
    • Of note is the Oh, Crap! look on Dooku's face when Palpatine gives the order. According to Christopher Lee himself, yes, that's a look many people get when they realize they're about to die. He knew from first-hand experience.
  • "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's 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 scene of Windu and other Jedi Masters confronting Palpatine. The Jedi, an order who normally would want to just keep peace, forced into a brutal, 3-year long war (Though it certainly felt longer), only to find out the entire conflict for which scores of them have given their lives is all a ruse, and their enemy the Sith was in charge of them the whole time. They try and confront the Chancellor, only for him to declare he is the Senate In real-world terms . And notably his Pre-Asskicking One-Liner of "It's treason, then" is delivered in a Tranquil Fury tone, rather than the bile his earlier proclamation of being the senate was seeped in.
  • The demonic snarl Palpatine makes while dashing at Mace Windu and the other Jedi Masters is either narmy, or actually kinda freaky coming from him.
  • 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.
    • Possibly worse is the realization that he may have looked that way all along. The Force lightning wouldn't make his teeth yellow and crooked, nor change the color of his eyes. It is theorized Palpatine was using an ancient Sith technique to mask the degradation to one's physical appearance that drawing heavily on the Dark Side causes. This "Force mask" was destroyed by the lightning rebound and, once broken, cannot be re-established.
    • Mace Windu, one of the most powerful Jedi, screaming in pain as Anakin slices his hand off, before Palpatine goes in for the kill while screaming inhumanely about "UNLIMITED POWER!!"
  • Like a horribly wrinkled-faced and yellow-eyed Palpatine wasn't scary enough, during Anakin's baptism as Darth Vader, for totally unexplained reasons, he starts talking in a very demonic and guttural voice like he was possessed by some sort of pure evil entity. After putting his hood on he suddenly returns to his iconic voice. The reason of it is never explained or discussed after that. If you've read the book, you might get an uncomfortable feeling that it's not Palpatine who's speaking, but the Dark Side itself.
  • 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 clone troopers-that in at least one case (Obi-Wan) includes an artillery strike. Surprisingly, according to the monologue in Star Wars: Battlefront II, the clone troopers weren't that fond of Ki-Adi-Mundi.
      • The other on-screen deaths are horrific as well. Stass Allie was blasted off her bike, not unlike what we see happen during The Battle of Endor. Aayla Secura was gunned down before she even had a chance to draw her blade, and the Clones just would. Not. Stop. Shooting. Plo Koon's fighter was shot from the sky with little warning to him, leaving him to crash to his fiery death. A deleted scene (now canonized) reveals Shaak Ti being murdered as she meditated while Jedi and Younglings are being gunned down en masse outside her chambers.
      • Even still, Plo Koon's death was going to be more drawn out. Rather than simply being shot down and crashing as we get in the release, a deleted scene would have ejected from his ship. At least, until the Clones came around for a second pass to shoot his ejector seat out of the air.
      • It's shocking how a simple change of music and lighting can turn the clone troopers from heroic soldiers fighting for freedom and democracy into scary-as-hell fascist death squads. It gets even worse if you watched The Clone Wars since now you know that this isn't how they act normally.
    • The Clone Wars reveals more information on Order 66, and it turns out the clone troopers 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 Tear Jerker, 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.
      • It gets worse. The Clone Wars shows that a good amount of the Republic was indifferent to clones, viewing them as Cannon Fodder. The Jedi, on the other hand, saw them as the people they were and treated them no different than they would anyone else (with the exception of Jedi like Pong Krell). Meaning that, through Order 66, the clones have to kill their only friends in the galaxy. Watching Jedi like Plo Koon, who refused to believe that clones were expendable, get shot down by clones against their will, becomes even worse, sadder, and more tragic in hindsight.
    • One bit from the Republic Commando Series, one recently recanonized: aside from the chip, Order 66 was perfectly legal and known to the Jedi. The Grand Army had a set of Contingency Orders, of which Order 66 was the one that declared the Jedi as traitors to be executed on the spot. And the other Orders to be described make this worse, mostly because they make sense and hide Order 66 perfectly:
      Order 4: "In the event of the Supreme Commander (Chancellor) being incapacitated, overall GAR command shall fall to the vice-chair of the Senate until a successor is appointed or alternative authority identified as outlined in Section 6 (iv)."
      Order 5: "In the event of the Supreme Commander (Chancellor) being declared unfit to issue orders, as defined in Section 6 (ii), the Chief of the Defense Staff shall assume GAR command and form a strategic cell of senior officers (see page 1173, para 4) until a successor is appointed or alternative authority identified."
      Order 65: "In the event of either (i) a majority in the Senate declaring the Supreme Commander (Chancellor) to be unfit to issue orders, or (ii) the Security Council declaring him or her to be unfit to issue orders, and an authenticated order being received by the GAR, commanders shall be authorized to detain the Supreme Commander, with lethal force if necessary, and command of the GAR shall fall to the acting Chancellor until a successor is appointed or alternative authority identified as outlined in Section 6 (iv)."
      Order 66: "In the event of Jedi officers acting against the interests of the Republic, and after receiving specific orders verified as coming directly from the Supreme Commander (Chancellor), GAR commanders will remove those officers by lethal force, and command of the GAR will revert to the Supreme Commander (Chancellor) until a new command structure is established."
  • Palpatine's New Era Speech, explaining that the Jedi's attempt on his life left him "scarred and deformed", before going ham as he declares the transition of the Galactic Republic into the Galactic Empire. As far as the general public goes, he's a frail old man who the Jedi tried to unjustly assassinate and who is justified in assuming authoritarian leadership, because it means the galaxy will be safer for everyone, while you, the audience, know damn well none of that is the case. And the only people who know better are either on his side or dwindling rapidly in numbers thanks to a galaxy-wide kill-on-sight order.
  • Vader's implied-but-not-actually-shown murder of the children in the Jedi Temple:
    Youngling: Master Skywalker, there are too many of them. What are we going to do?
    Vader: [activates his lightsaber]
  • Vader says nothing as he coldly rampages through the Separatist Council's location on 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.
  • Vader Force-chokes Padmé on Mustafar. Seeing Padmé pregnant and vulnerable as well as heartbroken and pleading with him for one moment, then choked into unconsciousness is horrifying enough on its own, but then Vader doesn't come down from his evil high afterward. In fact, he gets worse.
  • The look that Vader makes right before he turns on Obi-Wan. The way it's shot and framed, with Vader practically staring into the eyes of the audience as he visibly mulls over every perceived feeling of pain, anguish, and utter betrayal.
  • After Vader and Obi-Wan's duel on Mustafar, Obi-Wan leaves Vader slowly and painfully burning next to a lava river, on-screen. Yeah, this film earned its PG-13 rating, all right.
  • Just imagine being Padmé during this film. You're heavily pregnant whilst in a Secret Relationship that could seriously screw up the lives of yourself and your husband 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). 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.
  • Mustafar. It is without a doubt one of the worst places in the galaxy and possibly the most horrifying planet shown in the films. Outside material mentions that it was once a peaceful planet, but it got caught in a gravitational tug-of-war between two stars, turning it into the hellish planet it is today. Palpatine chose this planet as the one for Vader to kill the Separatist leaders on, which is outright sadistic, even if said leaders are assholes.
  • Palpatine's Exorcist-like Slasher Smile during Vader's Big "NO!" rampage; good luck sleeping tonight.

  • 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 Force Choke incident on Mustafar), but he definitely steps on it more than once. Matthew 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, he doesn't bat an eye. In fact, he makes little quips about it. Remarkably funny quips.
    Nute Gunray: The war... The war is over-Lord Sidious promised- He promised we would be left in peace.
    Darth Vader: The transmission was garbled. He promised you would be left in pieces.
  • This is how it feels to be Anakin Skywalker, forever:
    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.
    • George Lucas stated, if not for his injuries, Anakin (as the Chosen One) would have eventually become twice as strong as the Emperor. But without his limbs and due to the severity of his injuries, he's only about 80% of the Emperor's strength, and the intricacy of his life support system makes advanced techniques like Force Lightning potentially fatal to him. The novelization says he can still feel the Force, but his power is muted, like a composer gone deaf or an artist gone blind.
  • Palpatine here isn't described by the narrative and the Force as a human being or even a person, but as "The Shadow", a Humanoid Abomination embodying The Dark Side of The Force.
  • At one point, the novel goes into great lengths to describe exactly how horrifying the Vader suit is, how deeply and thoroughly it takes away any shreds of humanity that Anakin might have had left... And then immediately does a one-eighty to say that Palpatine adores it. To Palpatine, the Vader suit isn't just a tool to control his apprentice, it's art.
    A magnificent jewel box, created both to protect and to exhibit the greatest treasure of the Sith. Terrifying. Mesmerizing. Perfect.

  • 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, Padmé 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.
    • Once you know the context behind the deleted sub-plot, the image goes from ominous to heartbreaking: Padmé knew Anakin was turning into a monster and started the Rebellion behind his back (hence why all of their scenes seem stilted and fake; she's trying to convince Anakin she still supports him while secretly working against him). Padmé would have gone to Mustafar to kill Anakin, only to realize at the last moment that she couldn't go through with it, because she still loved him. Cue Obi-Wan's arrival...
  • 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.
    • Padmé's Ruminations is possibly the eeriest and most haunting track to ever be featured in a Star Wars film, to the point it almost sounds out of place.
  • As seen in early animations of Order 66, there was going to be a lot more backstabbing. Aayla, for example, was going to be shot point-blank by her commander, possibly even showing the bolt go through her chest. It was also to show Quinlan Voss being fired upon by the Juggernaut in front of him (possibly even taking out some other Clones as well) and Bariss Offee being killed by an AT-TE's anti-vehicle cannons, and then stepped on.
  • The early animation of the fight between Grievous and Obi-Wan was much more brutal, with Obi-Wan getting a No-Holds-Barred Beatdown completed with blood before finally gaining the upper hand and opening up Grievous' chest cavity, then cutting off his arms with his lightsaber when he tries to defend himself, before tearing off the organs inside Grievous and throwing them away, only to grab Grievous blaster to destroy the still-attached organ sack, finally killing the cyborg general for good. Likely this was cut for being out of character for Obi-Wan.