Although it’s widely regarded to be the best of the Star Wars prequels, Revenge of the Sith is far from perfect. Like its two predecessors, it has plenty of flaws that a handful of fans are happy to overlook (and a large majority of fans aren’t). In streamlining the story to focus on Anakin’s turn to the dark side, George Lucas let a number of plot threads fall by the wayside.
Still, there’s a lot to love in the movie. Even the most cynical Star Wars fans can enjoy a handful of quotes, character moments, and set pieces in Revenge of the Sith.
Right: Opening Sequence
The opening sequence of Revenge of the Sith is spectacular. It thrusts the viewer right into the middle of an intense space battle above Coruscant at the height of the Clone Wars as Anakin and Obi-Wan infiltrate General Grievous’ ship to free Chancellor Palpatine.
This set piece is filled with action, humor, suspense — everything Star Wars can provide for fans at its best. The character dynamics are clear and the stage is set for the prequel trilogy’s epic finale.
Wrong: Loose Ends
When he started writing Revenge of the Sith, George Lucas realized he’d set up too many mysteries in Attack of the Clones and he’d have to cut some of them to properly focus on Anakin’s journey.
This meant that a couple of storylines, like the cloning operation on Kamino, were left unresolved. These loose ends make Revenge of the Sith feel slightly less definitive as an ending.
Right: Battle Of The Heroes
The breathtaking climax of Revenge of the Sith sees Obi-Wan confronting Anakin after his turn to the dark side and engaging him in a lightsaber duel for the ages. Set to John Williams’ “Battle of the Heroes,” second only to The Phantom Menace’s “Duel of the Fates” on the ranking of Williams’ best prequel compositions, the sequence beautifully captures the tragedy of Anakin’s evil transformation.
Not only is democracy dying; the friendship between Obi-Wan and Anakin, which was once so heartwarming, is crumbling. The fiery backdrop of Mustafar sets the scene perfectly.
Wrong: Padmé’s Arc
After fighting alongside the people of Naboo in The Phantom Menace and fending off a nexu with her bare hands in Attack of the Clones, Padmé got seriously shortchanged in Revenge of the Sith.
All she does throughout the entire movie is mope, and at the end, she dies of sadness. This is the mother of Luke Skywalker and Leia Organa; she deserved a more exciting finale.
Right: Obi-Wan’s Arc
While Anakin is being lured to the dark side in the final stages of Palpatine’s plan, Obi-Wan is off on his own adventure, tracking down General Grievous.
From dropping down behind the general and saying, “Hello there,” to evading the wrath of Order 66, Obi-Wan’s arc in Revenge of the Sith is full of fun, awesome moments.
Wrong: Stiff Dialogue
One problem that permeates throughout the entire prequel trilogy — and Revenge of the Sith is no exception — is stiff dialogue. The actors do their best to make the lines flow like conversation, but even George Lucas himself has admitted that dialogue isn’t his strong suit as a writer.
As the deleted scenes can attest, it could’ve been a lot worse. One scene got cut in which Anakin weirdly spoke to R2-D2 in beeps and whirs.
Right: Production Design
The production design in Revenge of the Sith is beautiful. One of the things that disappointed George Lucas about The Force Awakens is that it played it safe with another desert planet and another planet-destroying space station.
Lucas always strived to explore new worlds and introduce new designs in his movies. Revenge of the Sith exemplifies this perfectly. From Kashyyyk to Mustafar, the threequel is filled with gorgeous visuals.
Wrong: Too Much CGI
Some of the computer-generated effects in Revenge of the Sith are spectacular, rendered much sharper than the effects found in The Phantom Menace and Attack of the Clones, but on the whole, the threequel still has way too much CGI.
The opening space battle and the Coruscant skyline, for example, look incredible, but when entire rooms — including furniture, which couldn’t have been difficult to make up practically — are CG, the composition of the scene looks bland.
Right: Anakin’s Turn To The Dark Side
From the beginning of the prequel trilogy, fans knew that it would end with Anakin turning to the dark side of the Force and becoming the fearsome Sith Lord Darth Vader. This got off to rocky start with his introduction as an adorable nine-year-old in The Phantom Menace, but from a certain point of view, that made the story all the more intriguing.
Lucas stuck the landing masterfully with Revenge of the Sith, refocusing the narrative on Anakin’s journey and making his turn to the dark side feel organic as he’s seduced toward evil by Palpatine.
Wrong: “NOOOOO!!!”
The music of John Williams and the sound design of Ben Burtt make Anakin’s transformation into Darth Vader at the end of Revenge of the Sith a truly cinematic affair. The moment audiences waited for across three movies didn’t disappoint.
But then, when Vader finds out that Padmé is dead, he lets out a lame, unconvincing “NOOOOO!!!” that sucks all the emotion out of the scene.