Star Wars: 15 Surprising Scenes From The Prequels That Are Secretly Great

Star Wars Prequels Best Scenes

The Star Wars prequels have divided fans for almost two decades, but there is a sense that they have been quietly growing in popularity since the franchise relaunched in 2015. Whatever your thoughts on the film, The Force Awakens does borrow heavily from A New Hope, while the upcoming Han Solo, Obi-Wan and (potential) Boba Fett spin-offs are sure to benefit from the same nostalgia for the original trilogy.

Fans who are quick to criticize Episode VII for its supposed lack of imagination have to concede that the prequels are, if nothing else, original, complex, and unlike anything we’d ever seen from the Star Wars universe. Rogue One generated plenty of buzz for reintroducing characters exclusive to the prequels. More recently still, Hayden Christensen, who might have buried his head in the sand (if he didn’t hate it so much) in the years since Revenge of the Sith, was met with a standing ovation at Star Wars Celebration.

We’re not claiming that the prequels are better than the original trilogy, or even the most recent installments, but that they shouldn’t be left behind in the rush of upcoming Star Wars movies. For every awkward line of dialogue, George Lucas reminds us exactly where Star Wars came from with a scene that you wouldn’t see anywhere but in a galaxy far, far away.

Here are 15 Scenes From the Prequel Trilogy That Are Actually Great.

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15 The Battle Over Coruscant

Following the first two prequels, Revenge of the Sith still had a lot to wrap up, and it wastes absolutely no time in getting started. In the seconds after the opening crawl, we pan down into the skies of Coruscant, and in a single, drawn-out shot, follow two Jedi Starfighters through a swarm of lasers and explosions.

As the scene develops, Obi-Wan and Anakin provide a running commentary on the stunning scenery, which is so ambitious that only George Lucas could have come up with it. You rarely see visuals as loaded as these outside of Star Wars, let alone in an opening shot, and it remains the best first scene in a Star Wars film - even compared to the updated effects of the most recent entries.

14 Yoda vs. Dooku

Yoda vs. Count Dooku

Fans had been waiting over 20 years to see Yoda in action, and following Anakin’s defeat by Count Dooku, the sound of those tiny footsteps was enough to send shivers down our spines (even if the hindsight police don’t approve of the fight’s execution).

Sure, the idea of a computer-generated character dancing backflips around Sir Christopher Lee is a little silly, but Yoda would naturally have to compensate for his height, and what kind of Jedi Master can’t use a lightsaber?

Either way, Yoda bosses this scene even before the lightsaber fight, first by brushing off Dooku’s attempts to best him with the Force. Dooku eventually resorts to Force lightning, which Yoda fires right back at his former apprentice, and responds by using the Force to summon his lightsaber. You don’t have to enjoy the duel that follows to appreciate the scene as a whole.

13 Vader Rises

Anakin Becomes Darth Vader

We all knew how Revenge of the Sith was going to end, but after three films of waiting, there was still something special about seeing Anakin don the infamous Darth Vader suit.

From Vader’s first breath inserted into silence, to the raw, room-shaking power he lets off when he learns of Padme’s death, the scene is put together brilliantly, and is arguably one of Lucas’ best moments in the director’s chair. As always, John Williams adds the finishing musical touches to an iconic moment in Star Wars history.

Of course, the “Noooooo!” that rounds the scene out would later become the stuff of internet legend (for all the wrong reasons), but the rest of the scene is so good that it almost gets away with it. Almost.

12 R2's Introduction

R2-D2 in The Phantom Menace

Our narrators through the original trilogy, R2-D2 and C-3PO were sure to make prequel appearances at some point. 3PO is revealed to have been created by the future Darth Vader, which only asks more questions than it answers.

R2’s reintroduction is much more understated. R2 is one of several droids deployed to fix the shield generators of the Naboo Royal Starship, but not before shoving Jar Jar out the way (as if he weren’t popular enough already). As the droids are blasted from atop the ship one-by-one, R2 quietly gets on with saving the lives of everyone on board.

The scene injects two minutes of fun into The Phantom Menace, and reminds us all exactly why we loved the little droid in the first place.

11 Goodbye, Old Friend

Obi-Wan and Anakin Farewell

On its own, this brief farewell between Anakin and Obi-Wan as the latter parts for Utapau isn’t much to write home about, but it becomes an incredibly powerful moment when you remember that this is the last time Obi-Wan ever speaks to Anakin Skywalker.

For the final time, Anakin sincerely apologizes for the disrespect he has shown his master, which makes it doubly tragic when Obi-Wan returns only to find that Darth Vader has taken his place. Even more impactful is the throwaway word of goodbye Obi-Wan affords his apprentice before boarding the ship.

As Obi-Wan steps into the light to descend the runway, Anakin is cast into shadow, and between them, the two Jedi briefly represent light and dark in a well-concealed moment of foreshadowing.

10 The Battle of Geonosis

Jedi on Geonosis in Attack of the Clones

Attack of the Clones is often considered the weakest of the prequels, but if it had just included more scenes like this, and fewer of Anakin and Padme talking about sand, it might have been in for a much more positive critical response. The prequel trilogy promised us a glimpse into how the Jedi operated at the height of their powers, and here we finally see what all the fuss was about.

As Mace Windu confronts Count Dooku with a cool “This party’s over” (the dialogue still needs work, but this scene is all about the visuals), the largest number of lightsabers ever assembled in a single place are ignited all across the arena. From Dooku’s perspective, we see a mesh of blue, green, and purple cut down almost an entire droid army, and it becomes clear exactly why Palpatine needs the Jedi out of the picture.

9 Yoda vs. Sidious

Yoda vs Darth Sidious

Yoda’s battle with the Emperor doesn’t come with the emotional weight of the side-by-side duel between Obi-Wan and Darth Vader, but the raw power on display more than makes up for it. At this point in the saga, Yoda and Sidious are by far the most powerful Force users in the galaxy, and this scene is solid proof.

Theirs is also a battle of wits, as Yoda tries to draw the Emperor into close combat, while Sidious uses his surroundings to keep his opponent at bay. It’s no coincidence that the location in question is the Senate chamber, which the Emperor destroys both figuratively (through his rise to power) and literally in this scene, as he launches podium after podium at his opponent.

Ultimately, the pair fight to a stalemate, but Sidious, with back-up on the way and about 100-feet of high ground, forces Yoda to flee the Senate and exile himself to Dagobah.

8 Order 66

Commander Cody Order 66 in -Star Wars Revenge of the Sith

The original trilogy made it clear that Yoda and Obi-Wan would be the only Jedi to make it out of the prequels alive, but we had no idea that the great purge was set in motion by just three words, or that it would be such a powerful moment to watch on screen.

It’s hard to decide which is more gut-wrenching: seeing the Jedi gunned down by the ever-loyal Clone Troopers and them realizing too late that they have been betrayed, or the score by John Williams.

Just as Yoda decides that he’s having absolutely none of it and beheads his attackers, the sequence seems to end on a high note, but instead, it transitions to its most brutal moment. Anakin, in his first act as Darth Vader, stares down the Jedi younglings in a fitting end to a scene that fully embraces the horror of the situation.

7 Podracing

Anakin Skywalker Flying in Podrace

George Lucas isn’t exactly known for his conservative approach to special effects, and while his experiments haven’t always paid off, the podrace is all the proof you need that The Phantom Menace was visually ahead of its time. The sequence, which successfully combines Ben-Hur’s chariot race with the high-speed video games of the late ‘90s, holds up as well as it ever did to the action scenes of today.

Just as impressive is the sound design. John Williams provides the necessary grandeur in the build-up to the race, but soon after, he is notable only by his absence. The music gives way for the diegetic sound of Ben Burtt, long-time Star Wars sound designer and editor, which gives you a better feel for the pure speed of Anakin’s pod than any visual clue.

6 Slave I

Slave I in Attack of the Clones

If it were even possible, sound-designer Burtt ups his game even more for this scene in Attack of the Clones, which follows Obi-Wan as he tracks Slave I, piloted at this point by Jango Fett, through an asteroid field.

The chase itself is like something pulled right out of the original trilogy, but with the added bonus of updated visual and audio effects. Jango’s seismic charges, which explode into silence with something close to a bass drop, steal the scene, and the lightning blue shockwaves they produce have the graphics to match.

When it comes to named ships in Star Wars, only the Millennium Falcon is more iconic than Slave I, and its return in such a thrilling scene is a welcome addition to the prequels.

5 Padme’s Ruminations

Padme's Ruminations

At first glance, this 90-second clip of Anakin and Padme staring out of separate windows at the Coruscant sunset isn’t worth a second look, but there is more subtlety in this scene than in the rest of the prequel trilogy combined.

To a haunting score, Anakin finally comes to terms with what it will take to save Padme, and the expression on Hayden Christensen’s face is all the exposition necessary. Anakin finally turns his back on Padme as the light fades over Coruscant, and the darkness begins to envelop both the planet and Anakin himself.

Call it ironic that one of the prequel’s best moments features no dialogue at all, but it is still possible to enjoy the films and admit that there is little subtlety spread across the trilogy. Until this seemingly random scene, that is, which easily goes down as one of the most underrated in the Star Wars saga.

4 Anakin vs. Obi-Wan

Star Wars Anakin Obi Wan

From the trailers, the posters, and everything we knew about these characters from the original trilogy, Revenge of the Sith promised an epic final showdown between Anakin and Obi-Wan, and it didn’t disappoint. Star Wars had never (and still hasn’t) delivered a lightsaber duel on a bigger scale, but it’s the emotional thread that holds this scene together.

You know that Obi-Wan is going to win, but you watch for the pain on Ewan McGregor’s face as he strikes down his former apprentice and brother; for the pure hatred that Hayden Christensen spits with every word. Christensen has his ups and downs in the prequels (to say the least), and his dialogue in this scene doesn’t do him any favors, but here we see why he was cast as a young Darth Vader.

3 Anakin Avenges His Mother

Anakin Kills the Tusken Raiders

Christensen’s best moment as Anakin, though, comes in Attack of the Clones, as he returns home to find his mother tortured to near death by the Sandpeople. Not until Revenge of the Sith is Anakin tempted by the dark side, but we see our first glimpse of Darth Vader long before Anakin ever wears the suit.

In fact, there is foreshadowing plastered all over this short scene. Hidden beneath John Williams’ score is the rasping breath of Darth Vader, as well as a distant cry of “Anakin!” from Qui-Gon, who is watching over his protégé as a Force ghost.

Anakin’s slaughter of the Tusken Raiders demonstrates the anger he has boiling up inside, and clearly sets up Padme’s death as the last straw on his journey to the dark side.

2 Darth Plagueis the Wise

Sheev Tells Anakin About Darth Plagueis

It may not come with the spectacle of Anakin vs. Obi-Wan, but Revenge of the Sith would suffer greatly for losing this scene. The third and final prequel left itself the near impossible task of covering Anakin’s fall to the dark side in its entirety, and this random meeting between Anakin and Palpatine does so much of the heavy lifting in that regard.

Here, Palpatine takes manipulation to another level. As Anakin truly and believably considers abandoning the Jedi for the first time, we begin to understand what the Chancellor is capable of. This scene simultaneously sets into motion Anakin’s betrayal and expands the universe, introducing Darth Plagueis as an insight into the origins of the Sith (and as a potential villain for a future episode or spin-off), without ever feeling overloaded with exposition.

1 Duel of the Fates

Duel of the Fates

The Phantom Menace is arguably the most divisive of the prequels, but even its harshest critics can usually agree on two things: “Duel of the Fates” is one of the most epic pieces of music ever written for a Star Wars movie, and the lightsaber battle it scores is by far the best in the franchise.

The duel itself not only blows any action scene from the original trilogy out of the water, it’s also choreographed to look as though the characters are actually trying to hit each other (as great as it is, the same cannot be said for the battle on Mustafar).

Better yet is the distinct lack of dialogue between the characters, which ramps up the tension as they are separated by the laser gate, and allows the action to speak for itself. Throw in a double-bladed lightsaber, and you have the best scene in the Star Wars prequels.


What did we miss? Leave your favorite Star Wars prequel moments in the comments!

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