With its dazzling action sequences, fast-paced storytelling, and focus on Anakin Skywalker’s transformation into Darth Vader, Revenge of the Sith is often regarded as the greatest of the Star Wars prequels. The critically panned Episodes I and II didn’t exactly set a high bar, but fans and critics were impressed by Episode III almost as much as the revered original trilogy.
Although it’s generally darker in tone than the previous prequel movies, Revenge of the Sith has some of the trilogy’s funniest moments – largely thanks to Obi-Wan Kenobi.
“Not To Worry, We Are Still Flying Half A Ship.” - Obi-Wan Kenobi
The opening set-piece of Revenge of the Sith culminates in the Separatist mothership crashing down onto the surface of Coruscant. General Grievous and his cronies have all abandoned ship, so it’s up to Anakin and Obi-Wan to crash-land the ship safely, ensuring the survival of Chancellor Palpatine, the supposed diplomatic leader of the galaxy.
When the ship breaks in half, instead of panicking, Obi-Wan just quips about it. The fact that Obi-Wan maintains his dry wit even in the face of certain doom says a lot about his character.
“This Is Where The Fun Begins.” - Anakin Skywalker
As Anakin and Obi-Wan head into the opening space battle in Revenge of the Sith, Obi-Wan is wary of the Separatist fleet they’re about to face down, but Anakin is in much higher spirits about the situation.
Most battle-hardened veterans heading into their umpteenth warzone wouldn’t be as enthusiastic as Anakin, but his quip about the “fun” of warfare ironically points to his moral downfall, which takes center stage throughout the rest of the movie.
“UNLIMITED POWER!!!” - Chancellor Palpatine
In Revenge of the Sith, the shroud of the dark side finally falls and the seemingly friendly politician Chancellor Palpatine is revealed to be the alter ego of Darth Sidious, the Sith puppet-master behind the fall of the Republic.
Despite how menacing his Sidious persona is, Palpatine has a lot of goofy moments in Episode III, like when he tumbles over his desk during his fight with Yoda. When he maximizes his Force lightning abilities to kill Mace Windu, he absurdly yells out, “UNLIMITED POWER!!!”
“So Uncivilized.” - Obi-Wan Kenobi
When Ben Kenobi gives Luke Skywalker his father’s lightsaber in the original 1977 Star Wars movie, he calls it “an elegant weapon for a more civilized age.” In Revenge of the Sith, fans learned that not only does Obi-Wan prefer lightsabers over blasters; he dismisses blasters altogether.
Obi-Wan thinks that blasters are ugly, messy weapons that lack the precision of a lightsaber. After his climactic fight with General Grievous leaves him with no choice but to use a blaster to kill him, he tosses the weapon aside and comments that it’s “uncivilized.”
“NOOOOOOO!!!” - Darth Vader
This line isn’t from a comedic moment in the movie. It’s when Anakin awakens in the Vader suit, realizes he’s encased in a grand metaphor for his own corruption, and to top it all off, learns from his new master that Padmé is dead. And then, he lets out a ludicrous “NOOOOOOO!!!”
It comes off as unintentionally hilarious. The visual signifiers of Vader’s rage all land beautifully: Force-crushing all the medical equipment, breaking free of his shackles, etc. He didn’t need to verbalize it, especially in such a goofy, melodramatic way.
“Twice The Pride, Double The Fall.” - Count Dooku
When Anakin and Obi-Wan first faced Count Dooku in Attack of the Clones, they had their butts handed to them in lightsaber combat. Anakin ended up losing an arm. The opening scene of Revenge of the Sith sees a rematch between the two Jedi Knights and Palpatine’s short-lived Sith apprentice.
Anakin warns Dooku, “My powers have doubled since the last time we fought,” but Dooku jokes that Anakin’s increased confidence in his abilities just means his inevitable defeat will sting even more.
“Your New Empire!?” - Obi-Wan Kenobi
When Obi-Wan confronts Anakin on Mustafar, his fallen apprentice tells him, “I have brought peace, freedom, justice, and security to my new empire.” An astounded Obi-Wan repeats the last words of Anakin’s bold statement: “Your new empire!?”
Obi-Wan’s incredulous response sums up the ridiculous leap Anakin made from being denied the rank of Master to taking over the galaxy and ruling it with an iron fist.
“We’re In A Bit Of A Situation.” - Anakin Skywalker
After Obi-Wan is knocked out of contention by Count Dooku, Anakin throws his master’s unconscious body over his shoulder when he and Palpatine make their escape. When Obi-Wan regains consciousness, he, Anakin, and Palpatine are all hanging in the middle of a very tall elevator shaft.
Obi-Wan is horrified to wake up, get his bearings, look down, and see a seemingly bottomless pit beneath him. Anakin tells him they’re in “a bit of a situation,” massively underselling the life-threatening terror of their crisis.
“I Am The Senate!” - Chancellor Palpatine
When Mace Windu and his Jedi strike force confront Palpatine in his office in an attempt to arrest him, they tell him, “The Senate will decide your fate.” Palpatine snaps back, “I AM THE SENATE!”
What he means is that he has the political power to influence the Senate’s biggest decisions, but Windu quips that his plan still hasn’t quite come together: “Not yet.”
“Hello There.” - Obi-Wan Kenobi
When Obi-Wan arrives on Utapau to confront General Grievous and learns where he’s hiding out, he heads straight up to Grievous’ level, jumps down from the rafters, and, surrounded by armed droids, quips, “Hello there.” This is a pretty casual way to approach a deadly confrontation with a Jedi-killing robot and his cybernetic foot-soldiers.
This line, along with Grievous’ response – “General Kenobi, you are a bold one!” – is considered one of the most meme-worthy moments of the whole prequel trilogy (and there are a lot of them).