Everyone loves a happy ending, which is ironic considering the darkest chapter in the prequel series is widely considered the fan favorite. I’ve been revisiting the prequels recently, and if you’ve followed along, you’ll know that I’ve had a warm response, albeit with a dozen asterisks of the issues I have with them (you can find links to The Phantom Menace and Attack of the Clones).
So, I was curious how I would respond to the Prequel outing that fans remember the most glowingly, while diehard Prequel-haters see as another entry in the trilogy they despise. And upon this rewatch, I have to say…I actually liked it a lot. Do I have problems with it that keep me from loving it completely? Sure, and I’ll get into all that, but of the three prequels, this is the one that felt the most like a “Star Wars” movie.
Right off the bat, the first 20-ish minutes are probably the most fun that any of the movies have been, as well as the closest they've felt in tone to the original trilogy. Starting with the opening shot and ending with the landing on Coruscant, this feels like what people probably hoped the entire trilogy would be, just based on pacing and action. The objective is clear—the Chancellor has been abducted and Anakin and Obi-Wan have to save him—and the action is light-hearted and entertaining.
It helps that the dynamic between Anakin and Obi-Wan is way more even-keeled, now that the student/teacher dynamic has shed away to working together as equals. I actually wish there was another entry in this phase in their relationship—not including The Clone Wars—where you get to see Ewan McGregor and Hayden Christensen working off each other, because they have really great chemistry and the banter was surprisingly funny. The "no loose wiring jokes" exchange was a particularly fun bit of back and forth between them.

The opening section is definitely the strongest part of the movie. After that, it peters out a little bit, as it becomes immediately apparent that Anakin and Padmé's dialogue hasn’t improved between movies. This is also the film where Natalie Portman has the least amount to do. In the previous films, at least she was directly involved in the action and contributed to what was taking place. She was also never a damsel in distress and could hold her own in a battle, which was nice, and since this was pre-Disney, the movies didn’t feel the need to pat themselves on the back for her taking charge.
However, in this entry, she’s relegated to being the person that Anakin shares his feelings (ie, repeat information we already know). You can also count on one hand all the scenes where she’s not in her apartment. It’s too bad, because when she’s not forced to shovel out love dialogue—her line, “So, love has blinded you?” is probably what made her rush to buzz her head in V for Vendetta—I actually buy her as a leader, so it’s a shame she gets brushed to the side.

On the flip side, I think Christensen really stepped up in this entry and improved in his performance from the last film. He stumbles when he has to deliver some pieces of dialogue that I don't think anyone could make sound natural, but anytime he has to perform solely with his eyes, he nails it. That’s why even before his appearances in Ahsoka and Obi-Wan Kenobi—guess who the protagonist of those shows were—Hayden Christensen always felt right for the role.
As I mentioned in the Episode II article, he’s an excellent actor; he just had nothing to work with while also being directed by a filmmaker who famously doesn't like to direct actors. It’s hilarious when you watch behind-the-scenes footage of him receiving direction from George Lucas. He has a look on his face that quietly says, “Okay, but also...what?”
A moment that often goes overlooked is when Padme tells Anakin she’s pregnant. Christensen goes from surprised to confused to overwhelmed to ultimately happy in the span of a few seconds. He has one line of dialogue in that moment, but you can see everything that's going on in his head just by his reaction. It feels authentic, especially when hearing such huge news and not knowing what to do about it, considering their situation.

Both Episodes II and III have a bunch of moments of Christensen crushing it without a line of dialogue. I remember growing up and seeing the moment in Attack of the Clones before he starts killing the Tusken Raiders. Between the creepy John Williams score and the vengeful look in Christensen’s eyes, the scene was genuinely scary. You see that look and you know that all the Sand People are already dead, he’s just going to collect the corpses.
It's the same thing in Revenge of the Sith, once he switches teams and joins Palpatine—more on that later—he becomes legitimately intimidating, especially on Mustafar. When he’s on the bank of the lava river before he learns the importance of ground height in relation to one's opponent, or the moment right before he says, “This is the end for you, my master,” he looks pure evil.
They also made the smart move to substitute his bad Padawan haircut with a badass mullet. I’m glad they changed his hair because—and this might be an unpopular opinion—I can’t stand the Padawan look. I know it’s a fan favorite, but I always thought it looked weird on both him and Ewan McGregor. Between the cropped length, the bun in the back, and the weird rat tail down the side, there’s way too much going on. Guaranteed, if in Episode II Anakin had the haircut he does here, the “will they/won’t they” dynamic with Padme would’ve ended a lot sooner.
A point of contention people seem to have about this movie is that it’s like a switch goes off in Anakin’s head, and he seemingly turns evil on a dime. This might be a combination of nostalgia and 20 years of retrospective views and analyses from people online, but I never felt that way, and during this most recent rewatch, the progression of his turn felt like a gradual one.

CinemaWins’ “Everything Great About Revenge of the Sith” video makes a compelling point about how, during the first half of this movie, Anakin is constantly being rejected, disappointed, and disillusioned by the Jedi, so when Palpatine comes up and offers to help him, why wouldn't he turn his back on an order that's failed him repeatedly? When he has premonitions about Padme dying, and he talks to Yoda about what to do, Yoda’s only advice is not to get attached to people, and there won’t be a problem.
He gets put on the Jedi council, but gets humiliated when it’s made clear that he isn’t a master (which is actually a clever ploy on Palpatine’s part to create a rift between Anakin and the council). They then later refuse to have him go to Utapau, saying that it’d be better to have someone, specifically a MASTER with more experience, to go and take care of it, which feels oddly backhanded. The council also makes it clear that they don’t trust him—which he knows—and even Mace Windu is visibly annoyed with Anakin in this one. He used to call him Anakin, but here, he consistently talks down to him by addressing him as Young Skywalker or just Skywalker.
From a legality perspective, they also ask him to spy on the Chancellor, which would technically be an act of treason, and it’s revealed that if the government is without a Chancellor, the Jedi take control. When all of this shady business comes to light, it makes him see the Jedi’s motives as less black and white, and more muddled gray, in terms of morality.
After all this, here comes Palpatine who’s quick to say how great Anakin is and having the solutions he’s looking for. And to his credit, Anakin doesn't immediately take the bait. When he realizes Palpatine is the one they’re looking for, his immediate reaction is to go and tell Windu and have him arrested.
But even when that happens, Windu still shuts him down and tells him to stay away because his involvement will jeopardize things. Even when he does the right thing, they still put him in his place. Windu was ultimately right, but when Anakin catches him on the verge of executing Palpatine in lieu of due process, it doesn't look great for the Jedi Order's alturistic image.

As far as the literal turn goes, I feel there’s a misconception that as soon as Anakin literally disarms Mace Windu—which was clearly a knee-jerk reaction that he immediately regrets—that he’s automatically evil. I didn’t take it that way. His only motivation throughout the majority of the film is to save Padme, and it feels like, throughout the latter half of the film, he’s a good person who’s forcing himself to do terrible things under the guise of saving his wife and baby. It’s sort of a case of "The road to Hell is paved with good intentions.”
He never takes any visible joy from the things he’s doing. People like to talk about how he goes from wanting to arrest Palpatine to killing children in the span of like 10 minutes, but just looking at his face before he goes after the younglings, you can tell he’s conflicted about what he’s about to do (though I think it would’ve benefitted to have him look more melancholic rather than angry to hammer the point home).
Even when he kills the Separatist leaders, he still looks regretful afterwards when he’s crying while overlooking Mustafar. It gives the impression that he still knows what he’s doing is wrong, but he’s in too deep at this point, and there’s no going back. The added visual of him staring at the last glimmers of the sun while being surrounded by this hellish-looking place is a nice bit of symbolism.
His actual turn doesn’t happen until right before the duel with Obi-Wan when he’s talking to Padme. Upon revisiting, I actually really like the scene because it shows how different he’s become. It’s as if his actions and believing he single-handedly ended the war lead him to think he can do anything. It mirrors what Palpatine said earlier about Darth Plagueis, where he mentions how the only thing a person who’s so powerful would be afraid of is losing their power, and that’s what happens with Padme.
It’s like he’s Caesar and surrounded by enemies (JFK reference), so when she calls him out on his change in character, his go-to is to believe that she’s against him, even though, while aware of all the terrible things he’s done, she’s still willing to run away with him. I really liked that moment between the two of them and the ensuing standoff Anakin has with Obi-Wan before their duel. It adds extra weight to the fight. Speaking of…

I still really like the climactic duel between Anakin and Obi-Wan. It goes a little overboard in the middle when they’re scaling the wall and swinging from ropes, but everything else feels appropriately big and epic. That's also thanks to the accompaniment of John Williams’ "Battle of the Heroes." It usually gets overshadowed by "Duel of the Fates," but I still think it’s one of the best compositions in any of the Star Wars films.
The melding of "Duel of the Fates" into the score also adds a nice bookend to the three films. Similar to the duel in The Phantom Menace, I love the complex choreography and being able to see everything that’s going on, as well as being able to tell that it’s really the actors doing the work themselves, in addition to the contrast of the blue lightsabers against the dark and crimson-colored surroundings, which is a cool visual.
It’s funny how this climax was considered too over the top for some people when it was released, but when you compare it to modern Star Wars movies—I’m looking at you, Rise of Skywalker—it feels so quaint and direct. There’s no massive space battle to coincide with the action; it’s just two duels going on simultaneously until it focuses on the one that really matters.
The end duel between Anakin and Obi-Wan felt more emotionally resonant this time around because of two scenes specifically. The first is when they say goodbye to one another before Obi-Wan leaves for Utapau. The fact that it’s initiated by Anakin apologizing for his behavior and admitting that he’s been ungrateful to Obi-Wan, and Obi-Wan reciprocating by saying how proud he is of him, just hit harder than I remember it. I believe that when they part ways, Obi-Wan would remember Anakin fondly as his friend.

The other scene, which isn't even in the finished movie, is one between Obi-Wan and Padme. If you don’t know, there’s a monologue that was cut where Obi-Wan admits to Padme that he always knew that she and Anakin were together and that he was happy to keep the secret because she makes Anakin happy, and that’s all Obi-Wan ever wanted. It closes out with him saying, “You made him happy when nothing else truly could.”
Why would you—of all the things you could…deep breath. Okay, why would you cut that moment? Why, George? I have no idea why they cut that scene considering it adds so much to Anakin and Obi-Wan’s relationship. He cares more about his friend’s happiness than he does about obeying the rules of the Jedi. I know some people would hate Anakin and Obi-Wan’s dynamic in the prequels regardless of what tweaks were made, but I feel like that moment would’ve gone a long way to make the end duel feel more tragic.
Of the three prequels, Revenge of the Sith is the one that I feel the least like I have to justify enjoying. It still runs into the issues that plague the previous two films. Like some stilted acting and less-than-great dialogue as well as speed running to get everyone in position for A New Hope (are Owen and Beru still only dating at the end of this? If so, I would’ve loved to hear how that conversation went when Obi-Wan dropped Luke off.).
Besides that, Ian McDiarmid absolutely crushes it as Palpatine—I haven't mentioned him much, but he owns every scene he's in—the pacing is a lot better, and there are some really great atmospheric moments (the opera house and Anakin seeking counsel with Yoda are two standout scenes). Most importantly, because of this and the previous film’s existence, we have mountains of memes based on lines of dialogue and character reactions, and the world is better for it.
Revenge of the Sith isn't the best Star Wars movie ever made, but it’s one of the stronger entries in the saga as well as the second-best space opera to be released in 2005. First place obviously goes to Serenity (I said what I said).
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