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  • Alas, Poor Scrappy: Nute Gunray wasn't well liked as an antagonist in The Phantom Menace, with the questionable stereotypes doing him and the Trade Federation no favours. Still, it's hard not to feel a smidgen of sympathy as he pleads for peace and an end to the war, right before Vader brutally cuts him down.
  • Alternative Character Interpretation:
    • Several have interpreted Padmé's cause of death not simply as her losing the will to live, but as the result of internal injuries from her being Force Choked (an explanation that Matt Stover used in his novelization). Someone even took it further and suggested that Palpatine was directly responsible for her death in order to ensure Darth Vader's obedience.
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    • It's also been suggested that Anakin/Vader was unknowingly using the Dark Side to drain her energy to keep himself alive. She didn't just lose her will to live; her husband stole it from her.
    • There's an ongoing debate among fans about how justified the Jedi actually were in attempting a coup, simply because one Jedi said the Chancellor was a Sith. It usually comes down not to what Palpatine did, but what they had evidence of him doing (which was nothing, except being a Sith). A fairly large number of people interpret his arrest as "you're a different religion than us! You're under arrest!"... though, this debate does overlook the fact that they were considering arresting him before they found out he was Sith, since he was consolidating too much power with very questionable legality even though the war (which he was using as an excuse for this) was clearly ending, not to mention they knew for years that the Sith were responsible for the blockade of Naboo, the death of Qui-Gon Jinn and plunging the galaxy into war in the first place, plus the Sith were historically responsible for millennia of atrocities, conflict, slavery and death, so it's not quite as simply as "you are a different religion than us!" It is heavily implied that Sith religion is (understandably) criminalized, much like real-world Nazism.
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    • The fact that the Sith religion is outlawed is outright canon as of The Rise of Skywalker. C3PO's programming does not permit him to interpret Sith text and the heroes have to go to someone who can basically hack him in order to find out what the inscription says.
    • A team of French psychiatrists published a paper using Anakin as a case study where they are argued that he should be diagnosed with borderline personality disorder (see Hollywood Personality Disorders and The Other Wiki for more information) and that this explains much of his behaviour. They argued that he shows many of the classic traits of the illness including impulsiveness, a pathological fear of abandonment, unstable emotions, paranoia, and dissociative episodes. Unfortunately, because There Are No Therapists in the Star Wars Canon, Anakin doesn't get any help for his condition except a single unsatisfactory session with Master Yoda whereas in our world, he could have been properly treated and his turn to the Dark Side could have been avoided.
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    • An article rebutting this claims that the movies gradually built up to his drastic actions, which doesn't make sense for someone with this disorder.
    • A lot of fans have noted the hypocrisy in the actions of the other Jedi in this episode and argued that the Jedi had become corrupt and misguided by the end of the Clone Wars, something that the Jedi Council themselves are worried of and discuss in a few scenes. A popular (though jossed) fan theory posits that Anakin's role as The Chosen One was to "bring balance to the Force" by wiping out both the Sith and the dogmatic, power-hungry and out-of-touch Jedi Order so it could be rebuilt from scratch.
    • The scene where Anakin executes Count Dooku also spurs debate over why he remained silent instead of begging for his life (which was originally planned, but Christopher Lee argued that it should be removed because it was out of character) or using his final moments to tell Anakin that Palpatine was a Sith Lord, in retribution for Palpatine betraying him. It's possible he said nothing just because he was shocked and frightened, but some more fanciful theories hold that Palpatine used some kind of subtle mind control to keep him from talking.
    • Did Mace Windu outright win over Palpatine? Or did Palpatine take a dive and lost purposefully in a gambit to win Anakin over to his side?
    • Was Palpatine really disfigured by the Force Lightning, as he states? Or was his "deformed" face his true appearance all along, that he masked with Sith Alchemy, and the Force Lightning merely destroyed the mask?
    • Some have taken Obi-Wan immediately going to Padmé to find out Anakin's location to mean that he always knew about their relationship, but chose to keep quiet about it. The novelization outright confirms this to be the case.
    • More than a few people debate or operate under the idea that Anakin's visions in this film were being deliberately set up by Palpatine to better serve getting him under his thumb. As you might suspect, this is usually in conjunction with nicer interpretations of Anakin.
  • Author's Saving Throw:
    • Yoda and Obi-Wan (and, as a result, Luke) being more spiritual in the original trilogy in the manner Qui-Gon was, as opposed to the dogmatic Jedi Order who saw such behavior as blasphemy, is justified by them being taught by the spirit of Qui-Gon himself.
    • After complaints about how Obi-Wan and Anakin's relationship was handled in the previous two films (their interaction in TPM is minimal, and AOTC mostly features them being annoyed with one another), the first half of this film has them behave more as the close friends they're supposed to be (from the witty banter they exchange to more heartfelt moments).
    • Jar Jar Binks is Demoted to Extra, and has only one line and two brief scenes.
    • A minor one, but the Neimoidian bridge officer on the Invisible Hand has an American accent rather than the Yellow Peril-esque accent (based on Thai according to Word of God) previous Neimoidian characters were criticized for, show that it's not the only accent they can have.
    • The Trade Federation's battle droids got a lot of criticism in the first two films for being bland and not particularly threatening, with many fans viewing them as a Replacement Scrappy for the original trilogy's Imperial Stormtroopers. In this film, Lucas chose to embrace this, portraying them as pure Comic Relief characters—complete with cartoonish squeaky voices, and a few genuinely funny slapstick gags.
  • Badass Decay: Many see Padmé's role in this theatrical film as a severe let-down after the previous two films, considering she spends most of the time moping about in her residence, denying Anakin's crimes and the infamous "dying of a broken heart". To be fair to Lucas, though, a) it would have been pretty hard for her to play a very action-oriented role as she did before, considering she's heavily pregnant throughout the story (pregnancy hormones may partly explain her crying, depressed mood, etc), and b) scenes which were left on the cutting room floor showed that she tries to curtail Palpatine's power, and has a hand in the beginning of what will eventually become the Rebellion.
  • Base-Breaking Character: Grievous is either an awesome four-lightsaber-wielding cyborg or an ineffectual wuss of a villain, with many of his detractors likening him to the Dastardly Whiplash archetype (for an example, see this YTMND).
  • Better Than Canon: Many fans consider the novelization better than the film, due to its deeper explorations of the characters and their motivations, inclusion of story elements the film discarded that result in a more complete narrative, the removal of many Narm-y elements present in the film, and Stover's excellent prose.
  • Cargo Ship: Obi-Wan and the High Ground.
  • Catharsis Factor:
    • Star Wars: The Clone Wars gives Dooku's death this. Yes, it's still tragic in the context of pushing Anakin to the dark side, but after all the horrible things Dooku did throughout the series, it can feel gratifying knowing Dooku gets what he deserves.
    • Say what you want about Anakin, but watching him slaughter those cowardly slimy separatist bastards was immensely satisfying. And he does it all silently while epic music plays.
    • After seeing the Jedi being slaughtered by Order 66, seeing Yoda effortlessly kill the Clone Troopers about to attack him is immensely satisfying.
  • Complete Monster: Palpatine. See his entry under "Star Wars films" here.
  • Contested Sequel: Like the other two Prequel Trilogy theatrical films, though leaning more towards the positive end of the spectrum. Many fans regard the film as a Surprisingly Improved Sequel to the previous Prequel Trilogy films, although opinions are all over place. In general, Return of the Sith is one of the most polarizing of all nine Star Wars films, from both ends, only behind The Last Jedi and The Rise of Skywalker. Some fans love the movie for its Darker and Edgier tone and multi-layered, intriguing and tragic plot. Others hate it for the craploads of narm and bad acting and dialogue that it retains from the other two prequels, as well as for trying so hard to make Vader into a tragic figure when many people come away thinking that Anakin was bad news all along and he had little to redeem himself (most notably killing children and his wife). Others Take a Third Option and state that while the film definitely falls short compared to the Original Trilogy and has plenty of narm to go around, it's still the best entry in the Prequel Trilogy and is fairly enjoyable in its own right.
  • Continuity Lockout: You probably wouldn't recognize Padmé's parents, sister, and nieces attending her funeral if you never saw deleted scenes from Attack of the Clones which were only available in DVD.
  • Crazy Awesome: A strong case can be made for General Grievous, who makes a habit of pulling escapes in the most creatively insane ways imaginable. Cornered on the bridge of his flagship? Shatter the nearest viewport and climb back in up the side of the hull. Pau City suddenly unhealthy? Pilot a bizarre legged unicycle away, fighting a Jedi on varactylback all the way.
  • Critical Dissonance: It gets enough flak from the fans that its Rotten Tomatoes rating of 80% might surprise some people, especially considering this nearly identical to Return of the Jedi's 79%. The scores of the two films have since been reversed, but it doesn't make much of a difference. Though for what its worth, even the film's haters usually concede that it isn't as bad as the other two prequels—see Surprisingly Improved Sequel below.
  • Ensemble Dark Horse: Darth Plagueis proved to be a tremendously popular character without even appearing in the movie, based solely on the story Palpatine tells to Anakin (which is often regarded as one of the best scenes in the entire prequel trilogy). His presence in both the Legends continuity and the Canon countinuity is extremely limited, but there has been no short order of fascination with the character. It probably helps that there are now quite a lot of people convinced that he is actually Supreme Leader Snoke, though Snoke's death makes it unlikely this will ever be confirmed. On top of that, the story of Plagueis became the single most popular meme about the entire series (and there are many, believe that).
  • Evil Is Cool: Palpatine/Sidious is widely held as the best aspect about the film. A number of critics claimed that he filled the hole the other prequels had been lacking with an effective bad guy. Even the vast majority of the film's detractors will traditionally concede that he is an excellent villain. This is due to the convincingly sinister atmosphere of all of his scenes, being endlessly quotable and Ian McDiarmid clearly having the time of his life playing such a deliciously evil character.
  • Evil Is Sexy: Anakin/Vader, thanks to his portrayal by the fangirl-friendly Hayden Christensen. The period between his becoming a Sith Lord and becoming disfigured is where he commits some of his greatest atrocities in the franchise, and is also where he's at his most attractive according to many.
  • Fanon: Many fans like to believe that Darth Plagueis' life-creating experiments caused Shmi Skywalker's unexplained Mystical Pregnancy, and that Anakin has abnormally powerful Force abilities because he's essentially a Human Weapon created by a Sith Lord. The Legends novel about the character suggests that this is the case, although the Force itself created Anakin in response to what Darth Plagueis was doing.
  • Fight Scene Failure: This was the effect when the film tried to show how easily the Jedi go down when it had previously been established that every last one of them is a One-Man Army:
    • The duel in Palpatine's office starts with him pausing and taking his sweet time to stand still for a second, then stab one of the four Jedi masters (Agen Kolar) who doesn't react at all, then cut down the second one (Saesee Tiin) with an Offhand Backhand (this guy doesn't even move). Meanwhile, the third one (Kit Fisto) just waves his saber around, managing to clumsily parry once before getting stabbed. Only then does Mace Windu, who has been standing quietly to the side, join the fight. It becomes hilarious when watched on slow motion.
    • The executions shown as part of Order 66. Jedi, the best of the best, are assassinated in seconds without at least taking one clone trooper with them. We're also supposed to be impressed that Yoda sensed the two troopers standing right behind him to shoot him at point blank, and decapitates them. It becomes hilarious a while later when a Padawan puts all the Masters to shame and manages to kill no less than seven clone troopers in a few seconds before he gets gunned down.
  • Fountain of Memes:
    • Palpatine is by far the biggest, even by Star Wars standards. Half of what he says or does in this film has become a meme, such as DO IT, The Tragedy of Darth Plagueis the Wise, "I AM the Senate!", and The Sheev Spin.
    • Obi-Wan and Anakin are also big providers of memes.
    • General Grievous deserves a mention for density. He's only in three scenes, but practically every single line of dialogue he has in them is a meme ("Your lightsabers will make a fine addition to my collection", "General Kenobi, you are a bold one", "I have been TRAINED in your Jedi arts... by Count DOOKU!", etc.).
  • Harsher in Hindsight:
    • The already-horrific multiple-murders that occur after the execution of Order 66. If you've watched Star Wars: The Clone Wars or read any of the EU material, every Jedi they show getting murdered has gotten screentime and lines, which is more than you can say for the movies. They're that much more alive, and their deaths are that much worse.
    • Dave Filoni (The supervising director of The Clone Wars) admitted to being under this effect in regards to minor character Plo Koon due to being his favorite minor Jedi in the EU and even going to the movie dressed up as him. Talk about a Tear Jerker...
    • For another The Clone Wars-related example, the installment reveals how Order 66 works, and all from a clone trooper's perspective. After watching the Order 66 arc, the Jedi who were killed aren't the only ones you'll grieve for. Even harsher, an interview about Rebels revealed that some of the clones who survived the Clone War (particularly the ones that served closely with their Jedi generals) are now suffering PTSD over it.
    • Not that it was pleasant beforehand, but the prospect of Anakin massacring young kids became way more uncomfortable after the Sandy Hook massacre in December 2012.
    • Padmé's attempt to convince Anakin to turn back from the dark side, only for him to ultimately Freak Out! and force choke her, probably sheds some light on a similar conversation he goes on to have with Luke in Return of the Jedi, and why he tells him "It is too late for me, son."
    • Luke being dropped off to Owen and Beru, of course.
    • During a behind-the-scenes look at the making of Attack of the Clones presented on the 2000 re-release of the Original Trilogy Special Edition, Anthony Daniels, referring to The Reveal in the previous film that Anakin built C-3PO, jokingly states that he hopes Threepio never finds out and mimics him on a therapist's couch dealing with the fallout of such a reveal. The ending of this film has General Antilles order Threepio to be memory-wiped in order for him not to blab about Luke and Leia's parentage or Vader's actual identity, so it looks like Daniels won't have to worry about his character finding out after all.
    • Despite Obi-Wan and Yoda's best efforts to restart the Jedi Order by way of Luke, the Jedi fall victim to another purge by the time of The Force Awakens, led by Anakin's grandson, no less.
    • "She lost the will to live" is one of the most infamous moments of the Prequel Trilogy, but it becomes heartbreaking when in December 2016, after Carrie Fisher passed away, her mother Debbie Reynolds passed away a day later. Her last words? "I want to be with Carrie". Several fans reacted with the exact quote when they heard the news.
    • Almost as sad as the above is Yoda telling Chewie "Goodbye, Chewbacca. Miss you I will", after the death of Peter Mayhew in May 2019. Many people posted it as a way to offer their respects upon learning about his passing.
    • Luke being born is made all the more bittersweet in hindsight what he goes through and what ends up happening to him in the sequel trilogy.
    • Obviously, Anakin massacring the Jedi becomes this after The Force Awakens, where his grandson, Kylo Ren AKA Ben Solo, did the same to Luke's academy, and proceeded to follow from his grandfather's example.
  • He Really Can Act: Hayden Christensen is genuinely scary as Darth Vader... at least when he isn't talking. While this is also a polarizing performance, many fans who don't hate the film point out how the way Hayden Christensen acts is a lot more appropriate than in the previous film, where it was more narmy (both The Nostalgia Critic and Cinema Wins praised his performance in the scene where Padmé announces her pregnancy to him). It should also be noted that he's done films outside the series where he has garnered critical praise.
  • He's Just Hiding!:
    • Was claimed about Mace Windu and Aayla Secura, even though they're both killed onscreen. Mace's survival is at least somewhat plausible. He loses his hand, gets zapped by lightning, and tossed from a significant height, all of which Jedi are shown to be able to survive throughout the saga (although never all at once). And, of course, Never Found the Body. Secura, however, gets shot in the back by at least a dozen troops at near point-blank range, and her body continues to be shot as the camera pans out.
    • After the announcement of The Force Awakens, a lot of people began to apply this train of thought to Darth Plagueis, based on Palpatine's comments that his old master was able to conquer death. The Tarkin book dropping a couple of details about the enigmatic figure into the canon also helped the theory gain some support. A number of people are convinced that he was somehow Faking the Dead and could be the Big Bad of the Sequel Trilogy as a way of raising the stakes from his apprentice.
      • This theory gained greater credibility when fans found that "Snoke's Theme" from TFA's soundtrack sounded very similar to "Palpatine's Teachings" from this film's soundtrack.
  • Hilarious in Hindsight:
  • Inferred Holocaust:
    • The movie starts with a massive space battle in low orbit above Coruscant, a world whose entire surface is essentially one ginormous city with one trillion inhabitants. In other words, there's millions upon millions of tons of metal being blown up in the sky in short order, and that stuff is very unlikely to stay up there for more than a few minutes after it's separated from whatever was keeping it airborne. Even if not a single stray shot is produced by all the More Dakka and Beam Spam being traded between the capital ships, the duelling fleets' falling debris will hit Coruscant like an entire barrage of meteor strikes, flattening huge urban areas and invariably killing countless millions in the process. Nothing of the sort is ever mentioned on-screen, however, and scenes showing Coruscant after the battle depict the city as flawless as before, which makes this trope cross straight into No Endor Holocaust - oh, the irony. (The novelization makes it clear that falling debris has caused a great deal of damage and civilian deaths.)
    • Later materials retroactively explains the 'stray shots' issue, at least. Since Star Wars Legends was decanonized, ship-to-ship firepower has been drastically downgraded in canon (and keeping more in line with what's seen in the films) to basically on par with modern warship ordnance, fitting the aesthetic of World War II IN SPACE. Furthermore, turboblaster bolts are significantly reduced in power after crossing significant distances of even a few hundred kilometers in the Disney canon (which becomes a major plot point in both The Last Jedi and Thrawn), and being in orbit, all the ships exchanging shots were at least several thousand miles from Couruscant's surface. So it's unlikely their regular shots (as opposed to strategic bombardment weapons which aren't usually used in ship-to-ship combat, like giant plasma bombs) caused very much collateral damage at all. Star Wars Rebels further confirms this by showing the anemic effects of even sustained turbolaser orbital bombardment from capital ships on a planetary surface.
  • Memetic Badass:
    • As far as the fandom concerned, Obi-Wan can defeat any enemy whenever he has the high ground. Even if the enemy had the high ground, he'd still win and tell them the high ground only belongs to him, as Darth Maul and General Grievous found the hard way. The reason why he's killed in A New Hope is because he and Vader are on the same level. Likewise, fans would often forget that Obi-Wan's Underestimating Badassery on Dooku cause him to lose after a short fight while dismissing Anakin (who actually killed Dooku on his own) as Memetic Loser.
    • Mace Windu, due to Samuel L. Jackson's own Memetic Badass status. Fans would often forget that Windu's rash and reckless decision to fight Palpatine is the final bait Palpatine needs to rationalize the execution of Order 66.
  • Memetic Loser:
    • General Grievous, especially when contrasted with his portrayal in Star Wars: Clone Wars.
    • Agen Kolar, Saesee Tiin, and Kit Fisto, the three Jedi accompanying Mace Windu to arrest Palpatine, are seen as this due to the three barely lasting a few seconds into the fight, though Fisto's role in The Clone Wars has somewhat alleviated this for him.
  • Memetic Mutation: Your memes will make fine additions to our collections.
  • Memetic Psychopath: According to some fans, Master Ki-Adi Mundi becomes a droid-hating Knight Templar when it comes to protecting Wookiee. A meme depicts him in post-Face–Heel Turn Anakin's place while replacing the younglings with B1 Droids.note 
  • Moral Event Horizon: While Palpatine was unabashedly evil beforehand, he crosses the Moral Event Horizon with "Order 66", which involves having his troops massacre the Jedi. You see various Jedi working WITH the troops, only for their trust to be betrayed when said troops take out their guns and begin blasting the Jedi away.
  • Narm: So much it has its own page.
  • Narm Charm:
    • "I HATE YOU!!!" Sure, it sounds ridiculous on paper, but it's still gutwrenching to see Anakin on the ground with his legs cut off, writhing in pain, unable to do anything to his former mentor and best friend other than scream at him in impotent rage.
    • On that note, "You were my brother Anakin, I loved you!" shows how heartbroken Obi-Wan is from everything and makes it all the more tragic for him.
    • Even if you found Yoda's famous "backwards talking" a bit cheesy and annoying,note  it doesn't make his final, defiant "Fuck you!" to Darth Sidious any less awesome. All together now...
      Yoda: Not… if anything to say about it… I HAVE!
    • Pretty much every scene with Palpatine. Ian McDiarmid is devouring scenery left and right in his performance, and the delivery of some lines (such as the infamous "Do it" and "POWAH") is a little weird. But Palpatine is such a deliciously evil villain (and McDiarmid is so obviously enjoying himself in the role) that they end up as some of the most awesome and likable scenes in the whole prequel trilogy.
    • John Williams' score is some of his most amazing and most overwrought work on the series. The music is essentially the orchestral version of Large Ham.
  • Never Live It Down: Has its own page shared with the rest of the franchise.
  • No Problem with Licensed Games: The video game adaptation of the movie for PS2 and Xbox was generally well-received, and is well-regarded over a decade later. Supporters cite it having decent gameplay, a well-polished lightsaber combat system, and of course letting you play as Anakin/Vader at his prime, complete with an alternate ending.
  • Older Than They Think: Anakin/Vader going on a starfighter mission to save an abducted Palpatine? That sounds familiar… Also makes it Hilarious in Hindsight.
  • One-Scene Wonder:
    • Christopher Lee's scene as Count Dooku perfectly sets up Anakin's Start of Darkness. It also serves as retribution for all of Dooku's schemes in Clone Wars.
    • Despite the cheesy Big "NO!", having James Earl Jones reprise the voice of Darth Vader was exciting for fans.
    • Plus Chewbacca, who's also played by Peter Mayhew.
    • Wayne Pygram's 10-second cameo near the very end as a younger Grand Moff Tarkin appearing alongside Vader was also appreciated by fans.
  • Padding:
    • Many have argued that this movie suffers from a plethora of Filler scenes that could have been left out of the movie without messing with the overall narrative. The Battle of Kashyyyk and the Battle of Utapau, in particular, could have been left out entirely as the only reason for their existence was to get Yoda and Obi-Wan away from Coruscant so that Palpatine could be left alone with Anakin.
    • The final Obi Wan vs. Anakin duel goes on for almost ten minutes. There's no denying that the movie tries to make it interesting throughout the fight by constantly moving around the Mustafar mining facility, but the continued use of lightsabers clashing throughout became tiresome about half way through the fight. And that doesn't even include the fact that the duel was constantly interrupted by the Yoda vs. Palpatine fight that was going on at the same time, which adds around another five minutes of waiting for the former duel to reach its conclusion. Somewhat Justified by commentaries and adaptations that explain that Kenobi realised he wasn't a match for Anakin in a straight fight and was intentionally drawing the fight out to tire his opponent out and move the fight to a more favourable location, in keeping with the defensive mindset of Kenobis Form III Soresu lightsaber combat form.
  • Rescued from the Scrappy Heap:
    • While Hayden Christensen's performance, though notably improved, remains divisive, many fans note that Anakin himself is more bearable and even sympathetic in this movie compared to how he was in Attack of the Clones.
    • The politics hall in Coruscant gets an epic battle between Palpatine and Yoda, giving it a scene full of adrenaline after the long bore-fest in The Phantom Menace and the shorter, but still somewhat austere scenes in Attack of the Clones.
  • "Seinfeld" Is Unfunny: While still highly polarizing, the film was very popular at the time of its release for having a very dark tone and tragic plot that let it stand out from the other two prequels, not to mention depicting Darth Vader on-screen as a villain for the first time in ages.note  However, Disney's Star Wars films have caused the film to go through Uniqueness Decay; modern Star Wars movies are consistently PG-13 and are less blatantly "toyetic" than the prequels, and the suited Vader reappeared in Rogue One with a much more impressive and terrifying scene than the one he was given in ROTS.
  • Signature Scene: Several.
    • The opening clone vs. droid space-battle sequence over Coruscant.
    • The scene where Padme announces her pregnancy to Anakin, it's considered even by detractors to be the best acted scene in the trilogy between the couple.
    • The Opera scene between Anakin and Palpatine, and the iconic line, "Have I ever told you the tragedy of Darth Plagueis the Wise?"
    • The brief scene where Anakin and Padme seemingly stare at each across the skyline of Coruscant, either out of force connection or serendipity. It's the key moment that precedes Anakin's decision to intervene in Mace Windu's arrest of Palpatine.
    • The confrontation with Palpatine and Darth Sidious complete with "Unlimited Powah" and Anakin submitting to the Sith and becoming Darth Vader.
    • "Order 66" and the montage of the Great Jedi Purge, complete with Williams' special music, and the heartbreaking scene where Anakin ignites his lightsaber in the room with the Younglings.
    • The Wookiees' gathering and roaring Battlecry at the beginning of Battle of Kashyyk. Why? Not only because this is the first time we finally got to see the Wookiee again in a Star Wars movie since 1983, but also because this is the first time we see multiple Wookiees appearing on the same place and at the same time! Not counting a certain special, of course.
    • The final duels between Obi-Wan vs. Anakin and Yoda vs. Palpatine. The former especially because of the "high ground" moment.
    • Darth Vader getting his signature suit put on. His Big "NO!" sure helped.
    • The last couple minutes getting everything set up for A New Hope.
  • Special Effect Failure:
    • The opening battle is very pretty and beautifully shot, but loses some of its impact when you realize as the beginning ship is traveling across the screen, Coruscant can be seen below it...and there is no battle occurring or any other ships visible, yet when Anakin and Obi-Wan's ships descend from above and cut across the ship before diving down, suddenly a massive battle is there with dozens and dozens of ships (which should have easily been seen before, but weren't).
    • At the beginning of the fight between Dooku, Obi Wan, and Anakin, Dooku's jump, backflip and landing was unconvincing. Later into the fight when Count Dooku drops part of the walkway on top of Obi Wan, it looks really fake. Obi Wan was just moved down on the screen when it fell on him without any of his limbs reacting to the impact.
    • Palpatine's backflip during his fight with Mace is also rather unconvincing. In fact quite a lot of the duel comes off as a bit silly as Palpatine is supposed to be drawing on the force to gain incredible speed and strength, whilst Ian McDiarmid is quite clearly not, resulting in three apparent Jedi Masters all replicating Maul's snail-like reaction speed from The Phantom Menace.
    • When Grievous is getting his lightsabers out in front of Obi-Wan, it's pretty easy to tell that Ewan McGregor is looking at a green screen the whole time, as he shows little reaction to this and keeps his guard down the whole time, just awkwardly standing there. He doesn't even flinch when Grievous waves the lightsabers dangerously close to his face. This could be Justified as Kenobi's expression indicates this was not the first or second time Obi-Wan had faced Grievous in combat.
    • Grievous' fight with Obi-Wan is very poorly choreographed, with the cyborg only swinging with two arms at a time despite having four, acting like his weightless laser-blade would benefit from large downward swings with lots of momentum, and generally being very slow and plodding to accompany McGregor's movements (as noted, he couldn't see what he was doing), while also refusing to take several easy swipes that could have him won him the fight instantly if he had the chance. This is likely because Grievous's whole design is Awesome, but Impractical from a filmmaker's point of view and a Story-Breaker Power in-universe. Sure, it looks cool when he whips out four arms, and him being seven foot tall with strength sufficient to toss armored soldiers one-handed like hacky sacks and dent starship armor with punches adds to his intimidation factor, but it makes him losing any fight without looking like a putz impossible. If he had any sense he'd just swing from four angles at the same time and instantly win as Obi Wan would be unable to block everywhere. Or simply pin Obi Wan's lightsaber with two of his, then stab him in the back with his third, and through the gut with his fourth.
    • During the final duel between Obi-Wan and Anakin, when the two land on and fight between two platforms hovering over a river of lava, the green screen action is quite easy to detect.
    • During the scene where the medical droids start operating on the severely-injured Darth Vader, he can be heard making a series of grunts and screams of pain, which are undercut by the fact that his mouth is shut the entire time.
  • Surprisingly Improved Sequel: While generally not regarded as being on par with the Original Trilogy (much like the previous two entries), most fans agree that Revenge of the Sith is a significant improvement over The Phantom Menace and Attack of the Clones and consider it the best of the prequel trilogy. Some fans even consider it to be on the same level as Return of the Jedi, or even The Empire Strikes Back, in terms of quality. Much of this has to do with the significant reduction in focus on the slow-paced political drama, a greater amount of action-adventure and character study, and the actors having had enough time to figure out how to make their roles work within the confines of George Lucas's stilted writing and direction.
  • Take That, Scrappy!:
    • There is a huge Catharsis Factor to seeing Nute Gunray and all the other obnoxious Separatists finally get taken out, especially after how terrible many fans thought Episode I was.
    • Jar Jar himself only appears briefly in two scenes.
  • They Wasted a Perfectly Good Character:
    • An odd retroactive example that needs Rewatch Bonus. When you watch this movie again after you watched Star Wars: The Clone Wars, it's easy to get the feeling that many Jedi are killed in spectacularly unceremonious Dropped a Bridge on Him kinds of ways during Order 66. Especially Kit Fisto and Plo Koon, who are a couple of The Clone Wars' Ensemble Darkhorses.
    • Aayla Secura is a bigger example, and a non retroactive example given her major presence in the Dark Horse comics series since prior to the release of Attack of the Clones. She Doesn't even get a Dying Moment of Awesome, or an Uncertain Doom!
    • General Grievous, Separatist military leader and The Dreaded, gets little screentime to show off what he's made of before his sole opponent defeats him. This can be especially frustrating as when he first appeared in the franchise through Genndy Tartakovsky's Clone Wars series, his fearsome reputation was far from an Informed Attribute.
  • They Wasted a Perfectly Good Plot: Even if Padmé had to die in this story, could she not have been given a more impressive death? She was a ruler, a senator and a fighter, but she spends most of the film sitting in the background looking worried or sad and dies because she "loses the will to live". Even if they wanted to play up the maternal angle, she could have confronted Anakin at the Jedi Temple, and died fighting him in defense of the Jedi younglings. To make matters worse, concept art shows that at one point there was a version of their final meeting where she would have tried to kill him before he could commit any more atrocities, but would have been unable to do the deed because of her love for him.
    • There are deleted scenes that show her, Mon Mothma, Bail Organa and other politicians forming the beginnings of what would become the Rebel Alliance in the original trilogy. Although they were probably just cut for time, it would have given her more of a role in the film, since she only has a scene or two where it's shown that she was one of the few senators who opposed the Emperor.
    • Related to the above: Padme's decoys are used for a non-reveal in The Phantom Menace, for a Like You Would Really Do It moment in Attack of the Clones, and then completely forgotten. Rather than have Padme suicidally confront Anakin while pregnant, why not use the decoys to let her escape after she and Obi-Wan realize he really can't be saved? If one of them actually died in such a way Vader and the Emperor think she's dead, that would resolve the gaping Plot Hole created in Return of the Jedi by Leia's memory of her mother by having Padme hide as her own decoy on Alderaan? At least do something other than create the decoys and then never use them in situations where it would actually make sense.
    • As mentioned above under They Wasted a Perfectly Good Character, the film doesn't show a whole lot of what the other Jedi were up to during the Clone Wars. And perhaps most egregiously, it shows next to nothing of Anakin fighting the other Jedi in the Temple, instead showing only a couple of brief scenes of clone troops fighting Jedi and one notoriously saddening scene where Anakin prepares to murder a bunch of kids. There were plans to show more of him killing adult Jedi as A New Hope describes, but these were also cut.
  • Took the Bad Film Seriously: One thing that almost no one will dispute, prequel haters and fans alike, is the sheer level of commitment Ewan McGregor shows throughout almost the entire movie. Even when stuck delivering the most stilted and wooden of George Lucas' dialogue, he acts his damn heart out that it turns lines like "You were my brother, Anakin! I loved you!" from merely cheesy to something close to heartbreaking.
  • True Art Is Angsty: Easily one of the darkest Star Wars movies in the series, with only Rogue One and The Empire Strikes Back coming close. It is also easily the most well-liked of the prequels, and has a lot of fans in general. However, some do not like the movie because they feel its attempts to be dark and edgy just end up making it silly.
  • Uncanny Valley: During the Mace/Palpatine fight, there's a couple of shots where Palpatine is completely rendered in CGI, and it's quite noticeable.
  • The Un-Twist: Unless you theorized that Padme was Romantic False Lead for Anakin or that, even after their marriage from the previous film, the mother of Luke and Leia would somehow be another woman out-of-wedlock, the movie outright confirmed in the beginning that she's pregnant with Anakin's child and she (but not Anakin/Vader) only learned it's twins near the ending, with her naming them Luke and Leia. She also died from childbirth (and despair), explaining why her twin children were adopted into two different families in the Original Trilogy.
  • Visual Effects of Awesome: Several moments aside, most of the visuals look gorgeous and hold up much better than the first two films. So much so that some were upset it wasn't nominated at the Oscars for Visual Effects.
  • Values Resonance: One of the reasons prequel memes started seeing a resurgence in popularity around 2016 was that it was a time when populist demagogue leaders around the world were gaining support to the point that many people feared for democracy. Because the fall of democracy is a Central Theme of this movie, it became common for people to quote it in reaction to various political events.
  • What an Idiot!: See here.
  • What Do You Mean, It's Not Political?:
    • A lot of the "rise of the Empire" sequence was interpreted as references to then-contemporary politics (Revenge came out in the middle of the the Bush Administration), despite George Lucas having developed the basic plot when he was making the original trilogy in the 1970s (if not all the details).
    • Some people felt that Padmé's "So this is how liberty dies… with thunderous applause" line was a blatant jab at things like the Patriot Act and the overall culture of post-9/11 America. For what it's worth, George Lucas has implied that it was actually supposed to be referencing Nazi Germany.
    • Ditto Anakin's line "If you're not with me… then you're my enemy." This has been interpreted as reference to (one formulation of) the Bush Doctrine that countries that support terrorist groups are to be treated as if the terrorists are acting on their behalf. (It's also a re-phrasing of the classic liberal political saying, "You're either part of the solution, or you're part of the problem.") The line goes back to The Bible if not earlier.
    • It's also been noted that Palpatine's rise to power has more in common with that of Caesar Augustus, or Adolf Hitler. And George Lucas has admitted an American president is also one of Palpatine's influences… but it's Richard Nixon, not Bush.
  • Win Back the Crowd: Many people who felt underwhelmed by the other two Prequels feel that this movie justifies the entire Trilogy. This sentiment is not quite universal, however.
  • WTH, Costuming Department?: In one Deleted Scene, Padmé is wearing some kind of headdress that several viewers think makes her look like the Predator.

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