This page contains unmarked spoilers. You Have Been Warned!
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- In the opening scene, Obi-Wan loses R4-P17, the Robot Buddy he had in Attack of the Clones and The Clone Wars. While it's small potatoes compared to what he goes through in the rest of the film, it's an easily-missed omen.
- When Anakin's stuck trying to decide whether he should pursue Mace Windu and Palpatine, he stares out the window of the Jedi High Council's meeting room, and so is Padmé from her residence, both thinking of each other. They don't speak, but their despair—especially Anakin's—is palpable, and Anakin finally sheds a Single Tear, knowing he's about to make a decision that will change the galaxy's fate, all out of love for his wife, before leaving.
- At the spaceport before Obi-Wan leaves to pursue Grievous, Anakin admits he hasn't appreciated Obi-Wan's training and is dearly forgiven for it. The next time they meet, they're mortal enemies fighting each other in the galaxy's own living hell.
- Throughout the film, Anakin goes to so many lengths to remain true to the Jedi—when he talks to Yoda about his visions of Padmé's death, Yoda just tells him to let go of what he fears to lose, which he can't because Palpatine keeps dangling the prospect of saving her in front of him.
- Order 66. After all the Jedi's struggles together with their troops, they can see the Clone Wars' end in sight... until their soldiers, brothers-in-arms, and friends all have their blasters pointed at them. Everyone they've ever known from childhood is being shot down as enemies of both droids and clones. The Chosen One is now murdering children, and the Sith lord they've been looking for all this time is the Supreme Chancellor. In mere seconds, the Jedi went from war heroes to hated villains.
- When Ki-Adi-Mundi is about to get shot, he has just enough time to sink in how alone he is on that battlefield, betrayed by his own troops.
- The whole thing becomes even more painful after viewing The Clone Wars and the other canonical installments. All of these characters have names and are heroes in their own right so to see them spend their final moments helpless and in shock as their own allies slaughter them just guts you.
- Special mention goes to Plo Koon, where after watch The Clone Wars it's learned that he was A Father to His Men to the highest degree, refusing to believe they're expendable, and yet in the end he's shot down by the troops he cared so much for.
- When the music reaches its peak, Yoda drops his walking stick and collapses in pain and anguish. He's just felt the deaths of every single one of his Jedi Knights through the Force.
- Even with the inhibitor chips, which are a story all their own, some clones resisted and gave their lives to prevent more deaths but died in the process, and others were horribly traumatized.
- One Padawan (played by George Lucas's son Jett) tries to escape during the commotion and fights off the clone troopers pursuing him, but gets shot anyway. Bail Organa witnesses the whole scene, and is helpless to prevent it.
- "Master Skywalker, there are too many of them. What are we going to do?" This is the first time someone wholeheartedly addressed Anakin as "Master". The look on his face sells it; he doesn't want to do it but feels he has no other choice.
- Padmé weeps in her apartment, seeing the Jedi Temple on fire, and she realizes that everything she worked for in her life—her marriage, democracy, the Republic, her people, the Jedi and her children—is literally going up in flames.
- Padme sitting there watching Palpatine convert the Republic into the Empire is bad enough. Watching and hearing all the other Senators cheering the death of democracy and not understand what is happening is worse.Padme: So this is how liberty dies. With thunderous applause.
- Yoda tries to stop Obi-Wan from watching the Jedi Temple's security feed, to protect him from the knowledge that Anakin killed the Jedi there—then they watch it, and Obi-Wan is horrified.Obi-Wan: Send me to kill the Emperor. I will not kill Anakin.Yoda: Twisted by the dark side, young Skywalker has become. The boy you trained, gone he is—consumed by Darth Vader.
- When Obi-Wan meets Padmé there the following day, at first she can't believe that Anakin could've done what he did while Obi-Wan is still grief-stricken and trying to cope with the burden of what he has to do. The moment he realizes the secret Anakin's been keeping for so long really shows how much his pupil's fall to the Dark Side has wrecked the lives of those around him."Anakin's the father, isn't he? ...I'm so sorry."
- Another way to look at it is we're seeing the end of another friendship. Two people who respected one another and fought in the same battles and war, now come to a disagreement because one of them has a husband turned evil and the other is out to kill him. Change the setting and now it's two platonic friends dissolving said friendship when one of them tells the other her spouse, or partner, is abusive, or psycho, etc, but the other refuses to see it that way.
- The very next scene shows Anakin, after his relentless murder of the Separatist Council, weeping in utter and complete self-loathing. He knows what he's become, but has no hope for redemption.
- When Padmé meets with Anakin, to try and talk sense back into him, she ends up Force-choked by the only person she loved more than anyone else in the galaxy, because he wouldn't listen to her pleas.
- Every time Darth Vader Force-chokes someone, he's reliving one of the worst, vilest moments of his life.
- After his brutal duel with Anakin on Mustafar, Obi-Wan throws a Hail Mary in a last-ditch attempt to make him see the error of his ways. It fails.Obi-Wan: You were the chosen one! It was said you would destroy the Sith, not join them! Bring balance to the Force, not leave it in darkness!Anakin: I HATE YOU!Obi-Wan: ...you were my brother, Anakin... I loved you.
- Really, it's Ewan McGregor's delivery that makes it so powerful. The fact that Obi-Wan Kenobi, the series' epitome of calm stoicism, is on the verge of bursting into tears in this scene just makes it absolutely heartrending, as he's never been this openly anguished since the death of Qui-Gon.
- Then he watches Anakin catch fire and scream in agony. Just watching his former friend burst to flames just puts him even closer to the edge of tears.
- Notice Obi-Wan's expression when he returns to Padmé's star skiff. He just sighs, and sits there in horrified silence.
- We get to see Darth Vader's first chronological appearance in his iconic armor, and the great price at which it came.
Darth Vader: Where is Padmé? Is she safe? Is she all right?Darth Sidious: It seems, in your anger... you killed her.
- Think about it: Vader is in agony. All of his remaining limbs have been hacked off, his entire body is burned, his lungs have been destroyed by Mustafar's hot fumes, his eyes are dried out, his eardrums have partially melted, and he's just had a cybernetic reconstruction without anesthetic. His life-support is noisy, his armor snags and pulls on his tender flesh, and his new limbs are crude and clunky. But as long as Padmé is alive, he'll endure the pain. Right?
- When one puts it into perspective, Vader's first lines in the iconic voice of James Earl Jones are quite heartbreaking. Any viewer would've expected a Badass Boast or a pledge of loyalty to Sidious; instead, the first thing we hear is him asking if Padme is all right. That right there speaks volumes for Vader's character.
- Vader naturally thinks that, by killing her, he also killed their unborn baby. With absolutely nothing to live for, he tries to tear down the room in a Force-fueled rage while Palpatine watches with a sickening grin. Anakin Skywalker is gone... but not forever.
- What makes this scene even sadder is that the music playing in this sequence is the same music that played during Qui-Gon's funeral. Further implying the idea that Anakin might not have turned to the dark side were Qui-Gon still alive. Qui-Gon's demise also resulted in Anakin Skywalker's demise. At least for 22 more years.
- Padmé's funeral is completely silent, with the Naboo and the Gungans gathered together to honor her memory. Everyone who cared about her, including her parents, the current Queen Apailana, Boss Nass, Jar Jar Binks and her handmaidens, feel their own kind of grief.
- There's a close-up of her hands, holding the necklace Anakin gave her—to "bring good fortune."
- The fact that Jar Jar doesn't even smile in this scene, or act in any way like the goofball he usually is. Not only that, but he was one of the few people, along with Obi-Wan and Padme, to have been Anakin's friends since their arrival on Tatooine. To discover that his close friend turned to the dark side is already a bitter pill to swallow. But then there's the added layer that all of this tragedy happened because he was tricked into thinking the Grand Army of the Republic was a good idea. Imagine seeing your closest friend turn evil... and knowing that it was basically all your fault.
- Notice how, when Obi-Wan delivers baby Luke to Owen and Beru, the former refuses to talk to or acknowledge Obi-Wan. He wanted to get to know Anakin, and feels robbed of a brother, blaming Obi-Wan and the Jedi for his "death".
- After two grueling hours, even with Palpatine's plan fulfilled and a galaxy cast into darkness, we leave with Beru and Owen clutching baby Luke as they look out into Tatooine's sunrise, where the galaxy's new hope will stand nineteen years later.
- As shown in The Clone Wars, there are a lot of people in the Separatist Alliance who legitimately think that they are fighting against the corrupt Republic to establish a democratic government. We are shown that a lot of people in the Separatist parliament favor a peaceful, diplomatic end to the war. Yet Palpatine turned the cause they supported from a peaceful protest movement about high taxes in the Outer Rim into a greedy movement controlled completely by corporations who wanted territory to ruthlessly exploit for resources unbothered by governmental laws preventing them from exploiting their workers just as badly. And Palpatine probably put them in charge of the Separatist Alliance because the corporation heads were so despicable that it would be easy for Palpatine to convince the Galactic Senate to increase military spending so he could fund his Empire's military. To summarize, Palpatine warped the Confederacy into his personal propaganda machine to give him more power and exploited all the decent people in it. And when he didn't need them any more, he just discarded them, had them killed or imprisoned and created a government that had absolutely no freedom for its people.
- Padmé talking enthusiastically with Anakin about how she wants to raise their baby on Naboo, saying how theyll be safe in the lake country (where she and Anakin fell in love and got married) and excitedly saying how she knows the perfect spot, right by the gardens to set up their babys room. Even without knowing exactly what happens later in the film, the viewer knows that the couples dream of happily raising their family is doomed, because in the original trilogy, Padmés long dead and Anakins a Sith Lord. It also highlights how much Padmé loved Luke and Leia and the life she wanted for them, only she never got to see them grow up and they themselves go through a great deal of loss and suffering...largely because of the decisions Anakin makes in this film.
- The brief shot of baby Leia with her new parents Breha and Bail on Alderaan. Although its a Heartwarming Moment, it can be a Tearjerker too, because the viewer knows all too well that both Breha and Bail, and the beautiful, peaceful world of Alderaan around them, is going to be blown to smithereens by the Empire in 19 years, whilst Leia can only watch helplessly.
- Padmés death scene. Shes clearly in agony, but even through the pain, despair and the fact shes dying, she still manages to gasp out the names she chose for her babies, also making the effort to look at them. Obi-Wans at her side the whole time, holding Luke for her so she can touch and see him and giving her comforting looks and words of encouragement, even though he knows shes probably not going to make it. Padmés last words are her belief that there is still good in Anakin; Obi-Wan doesnt rebut this, even though he personally thinks Anakin died in agony on Mustafar, he lets Padmé believe he can be saved. It also confirms that in spite of everything hes done, she still loves him. As she dies, Obi-Wan is left looking at the body of the woman he admires and cares for in utter grief, before looking down at her now orphaned son. Yoda and Bail, who were watching outside, also look quietly devastated at Padmés loss. And to cap it all off is the fact that Padmés Famous Last Words were right: there IS still good in Anakin. It just takes a while for their son to prove it.
- In hindsight of The Force Awakens and The Last Jedi, everything about the fall of the Jedi is made all the more tragic knowing that they are doomed to be wiped out once again, and this time, by the grandson of the man who first wiped them out. And knowing what happens to Luke in those movies somewhat nullifies the Ray of Hope Ending, because despite all his efforts in the original trilogy to undo what happened in the prequels, he is doomed to fail and spend his twilight years living in solitude, but unlike Obi-Wan and Yoda in the Original Trilogy, he doesn't want to bring back the Jedi Order.
- While Vader gets his mask for the very first time, he can barely be heard wheezing "Padmé, help."
- Boga's death gets more focus, showing her willingly Taking the Bullet for Obi-Wan, who didn't even see Cody's attack coming.
- Obi-Wan gets a few more words in before leaving Anakin in Mustafar:"I loved you... But I couldn't save you."
- It's no wonder he believed Luke had no choice but to kill Vader.
- As stated in the last passage on the Quotes page, Vader also tries to kill Palpatine with his Force scream—but the movie's events left him so weak that he can't even do that.
- Heck, everything about that quote is heartbreaking. It perfectly sums up the tragedy of Anakin Skywalker/Darth Vader and his crossing of the Despair Event Horizon when he realizes that all the atrocities he committed and everything he has suffered has essentially been for nothing because he killed Padme, whom he was trying to save all along, because of his own lust for power and inability to control his anger. He knows full well that this time around, he cannot put the blame on anyone but himself and despite his resentment of Palpatine, he finds himself just accepting his role as his apprentice and right-hand man, because he has no one else left. And to cap the whole thing off is the final, devastatingly simple line in that quote: This is how it feels to be Anakin Skywalker. Forever.