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Nightmare Fuel / Revenge of the Sith

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  • 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.
    • 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.
  • 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. Surprisingly, according to the monologue in Star Wars: Battlefront II, the clone troopers weren't that fond of Ki-Adi-Mundi.
      • 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 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.
      • 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 more worse, sadder, and tragic in hindsight.
  • 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 into 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 Padmé 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.
  • 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 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:
    Nute Gunray: The war... The war is over-Lord Sidious promised- He promised we would be left in peace.
    Anakin: The transmission was garbled. He promised you would be left in peices.
  • 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.''

  • 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.
    • 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 love scenes seem stilted and fake; she's trying to convince Anakin she still supported 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.


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