Star Wars Episode III: Revenge of the Sith

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Star Wars Episode III: Revenge of the Sith
Directed by George Lucas
Produced by George Lucas (executive producer)
Rick McCallum
Written by George Lucas
Starring Ewan McGregor
Natalie Portman
Hayden Christensen
Ian McDiarmid
Samuel L. Jackson
Music by John Williams
Cinematography David Tattersal
Editing by Roger Barton
Ben Burtt
Production company Lucasfilm Ltd.
Distributed by 20th Century Fox
Language English
Preceded by Star Wars Episode II: Attack of the Clones
Followed by Star Wars Episode IV: A New Hope
IMDb profile

Star Wars Episode III: Revenge of the Sith was the third installment in the Star Wars prequel trilogy created by George Lucas.


  • Ewan McGregor as Obi-Wan Kenobi
  • Natalie Portman as Padme Amidala
  • Hayden Christensen as Anakin Skywalker/Darth Vader
  • Samuel L. Jackson as Mace Windu
  • Ian McDiarmid as Palpatine/Darth Sidious
  • Christopher Lee as Count Dooku/Darth Tyranus
  • Frank Oz as Yoda
  • Anthony Daniels as C-3PO
  • Kenny Baker as R2-D2
  • Peter Mayhew as Chewbacca
  • Matthew Wood as General Grievous
  • Jimmy Smits as Senator Bail Organa
  • Temuera Morrison as Commander Cody
  • Bruce Spence as Tion Medon
  • Jay Laga'aia as Captain Gregar Typho
  • Keisha Castle-Hughes as Queen Apailana of Naboo
  • James Earl Jones as the voice of Darth Vader


Starting where the Star Wars: Clone Wars animated series ended, nineteen years before Episode IV, the story centers on a besieged Coruscant, where the Separatist droid army is attempting to flee with the captured Supreme Chancellor Palpatine, while engagind in an aerial combat against the Clone army. Jedi Knights Obi Wan Kenobi and Anakin Skywalker are sent on a rescue mission, set to board General Grievous' ship where the Chancellor is held.

After a tumultuous entry, Anakin and Obi Wan arrive to a chamber where Palpatine sits, handcuffed. In there, both Jedi Knights face off the Sith Lord Count Dooku, where Kenobi is left unconscious and Skywalker wins. After Palpatine orders him to kill Dooku, he obeys. After meeting the second in command of the Droid army and the Chancellor's abductor, General Grievous, the ship is heavily damaged. Grievous flees while Skywalker, an alert Kenobi, their droid companion, R2D2 and Palpatine are forced to crash land on the planet. Palpatine sets to return as active Chancellor and the Jedi Knights part ways for the time. Anakin then meets with his secret wife, Padmé Amidala, and she reveals him that she is pregnant. Anakin receives this news with mixed emotions. Soon, he starts receiving Force visions of his wife's death in childbirth, and begins seeking any Force technique he can think of to save her.

After being reinstated in his chambers, Palaptine appoints Anakin as his personal assistant and to inform him of all of the Jedi Council's activities. This sets the Council's suspicions, and they later appoint Anakin to the Jedi Council, and assign him the task of monitoring the Chancellor. Anakin sees as high treason. Later, Palpatine orders the Jedi Council to persecute and terminate Grievous in the Outer Rim system of Utapau in order to end the Clone Wars for good. Obi-Wan Kenobi is sent, and despite the general's four arms and vicious aggression, utilizes defensive tactics to defeat Grievous in battle, while clone troopers decimate the Separatists' droids. Yoda at the same time goes to Kashyyyk, the Wookiee homeworld, as he has a "way" with them, to watch over and command the battles there. The Republic forces on Kashyyyk, too, are successful. Anakin's visions have meanwhile become more detailed—he begins seeing Obi-Wan present at the birth, but not himself.

Shortly after Palpatine receives word that the Separatists have been crushed and Grievous is dead, Anakin discovers that he is in fact Darth Sidious, the Sith Lord responsible for directing the Separatists against the Republic. Despite Sidious's attempts to convince Anakin that only he can save Padmé, he immediately informs the Jedi Council, who send a strike team lead by Mace Windu to arrest the Chancellor. Palpatine proves more formidable than expected, and kills four of the five Jedi sent, but Windu's skill and power stymies him.

Anakin, conflicted with his decision, returns to Palpatine's quarters to find him in battle with Windu. He pleads with Windu not to kill Sidious, but Windu, perhaps in the grips of the Dark Side himself, will not listen. In desperation, Anakin strikes at him, allowing Palpatine to deliver the killing blow.

Having killed a Jedi to save a Sith, Anakin is judged ready to become a Sith Lord—Darth Vader. His first task is to take an army to the Jedi Temple and slaughter all inside, as the Jedi have proven themselves to be traitors. Though still in shock at having killed a man he had respected, he obeys, and takes the 501st Legion of stormtroopers with him. With so many of the Jedi scattered across the galaxy, it is minimally defended, and Anakin is stronger than any foe he encounters. Senator Bail Organa, seeing that parts of the temple are on fire, arrives to help, but is turned away by clone troopers who gun down a Jedi youth in front of him and then tell the Senator that the situation is under control.

At the same time, Sidious executes Order 66, an apparently pre-programmed contingency or trigger within all clone troopers to kill the Jedi fighting alongside them. Every single one obeys, and almost every Jedi is killed. Two of the survivors are Obi-Wan Kenobi and Master Yoda, who with the help of his Wookiee friends escapes Kashyyyk.

Sidious makes an announcement to the Senate that, in light of the Jedi "betrayal"—the attack on him that transformed him used as physical evidence—he is using his powers to transform the Republic into an Empire. After returning to the Chancellor, Vader is given his next mission: kill the civilian leaders of the Separatist movement, headquartered on Mustafar. He no longer needs the war to motivate the citizenry, as he has all the political power he'll ever need.

Obi-Wan and Yoda return to Coruscant and battle their way into the temple, attempting to find out what happened. Obi-Wan finds bodies of Younglings—the youngest Jedi—with lightsaber burns, and wonders who would have killed them. He goes to find Yoda in the security section. Yoda asks him not to review a particular holo-record of the battle, even though it shows what happens. Obi-Wan does anyway...and sees Anakin dueling with a Jedi.

Anakin tells Padme he'll be leaving for a short while, heading to Mustafar, and promises to return. Padme notices he is behaving oddly, but he insists he's all right.

Yoda and Obi-Wan realize that Anakin Skywalker is lost to them. Obi-Wan goes to tell Padme, whom he knows is still quite close with Anakin. She is horrified, even beyond what he expected, when he tells her of his killing children...and realizes suddenly that her child must be Anakin's. He apologizes to her, and says he's doing what he must, and she tells him where Anakin went.

Mustafar proves to be a volcanic world, where structures only survives because of heavy heat-shielding. Sidious is telling the Separatists that he is sending his apprentice, "Darth Vader", to repay them for their help. Vader enters, and slaughters them without mercy, not even speaking as they beg for their lives.

On Coruscant, Yoda challenges Sidious. Their fight soon leaves his office and heads to the Senate chamber.

Padme's ship arrives on Mustafar, and the Senator goes to plead with her husband, asking him if it's true he massacred the young Jedi. When he admits it, she says he's gone too far, and she won't be able to be with him anymore. Obi-Wan chooses this moment to make his appearance, and Vader assumes the two are having an affair; he chokes his wife with the Force until Obi-Wan intervenes. Shocked at what he's done, Anakin lashes out at Obi-Wan.

In the Senate Chamber, Palpatine and Yoda duel with everything they have, including the scenery, throwing the Senates' pods at each other, clashing with lightsabers, striking out with telekinetic and lightning blasts. It comes to a draw that favors Palpatine, with a blast going awry and knocking Yoda off his platform to fall far below. He crawls through ducts, aided by his small size, to escape—and goes off with Bail Organa, deciding that since he can't beat Palpatine, he has to go into exile. Sidious tells his majordomo to ready his ship—he senses danger for Darth Vader.

Vader and Obi-Wan battle across the Mustafar facility, dodging lava flows, climbing towers, and proving even more evenly matched than Yoda and Palpatine were. Obi-Wan fights mainly on the defensive, as he did against Grievous, using any gap in the fighting to ask Anakin why he did it, and admitting his own faults as a teacher. Vader is relentless, showing no mercy. Finally, Obi-Wan finds unassailable footing, and when Anakin tries to dislodge him, Obi-Wan cuts off his remaining organic arm and both his legs. Anakin falls perilously close to the river of lava, and the heat causes his clothing and hair to burst into flame. Even as he burns, Vader screams out his hate for Obi-Wan, who tearfully apologizes, taking Anakin's lightsaber, and leaving his onetime friend for dead.

Obi-Wan takes Padme back aboard her vessel, and the two leave. Palpatine arrives not moments later, and sets about aiding the horribly wounded Vader, returning to Coruscant.

Aboard Bail Organa's ship, Padme finally gives birth. Both children—she has fraternal twins, a boy and girl named Luke and Leia, respectively—are healthy, but Padme herself is dying for no reason they can discern. The best the medical droid can determine is that she is too depressed to carry on. Even as she dies, though, she insists to Obi-Wan that Anakin can be saved.

Obi-Wan, Yoda, and Bail discuss what to do next. The Jedi will be hunted down, and need to go into hiding, and there is the matter of Anakin and Padme's children. Bail says he'll take one of them, as he and his wife have never been able to conceive. Obi-Wan decides to take the boy to his only remaining family, Anakin's stepbrother and his wife, the Larses.

Medical droids on Coruscant operate on Vader, attaching cybernetic limbs and building a suit that acts as a breathing apparatus for his damaged lungs around his body. Vader is shown in the iconic form from the original trilogy, a black-armored giant...and, still barely conscious, asks Sidious what happened to Padme. Sidious tells him she has perished, and in a rage, Vader destroys everything around him.

On Naboo, Padme is laid to rest. Yoda arrives on Dagobah. Bail Organa returns aboard his ship to Alderaan, where he shows his wife their child, Leia. And on Tattooine, with a twin sunset in the background, Obi-Wan watches Owen and Beru Lars welcome Luke, and walks off into the desert night.


It caused a very minor controversy for its supposed political overtones. Anakin Skywalker's declaration to Obi-Wan that, "If you're not with me then you are my enemy," was interpreted by some conservatives as a dig at President Bush, and the fall of the Republic is seen as allegory for the rise of the so-called American Empire. For his part, Lucas has denied this is true except in the broadest terms, saying that whenever democracy becomes empire you will find similarities. He has, however, confirmed during his speech at Cannes Film Festival that when he initially conceived of Episode III, he had been thinking of Richard Nixon's power grabs (as well as falsely insinuating that Nixon had sought out a third term for the Presidency) and the Vietnam War, and compared it to the current situation in Iraq. Despite this controversy, the film was hailed by critics as a vast improvement over the previous prequels. In addition, at least one set of dialogue was meant by Lucas to be a criticism of Bush's policies for the War in Iraq: Just prior to the duel between Vader and Obi-Wan on Mustafar, the former yells to Obi-Wan "If you are not with me, then you are my enemy!", which was meant to echo George W. Bush's line of "You're either with us or the terrorists" during Bush's September 20, 2001 State of the Union speech. Likewise, Obi-Wan's response, "Only a Sith deals in absolutes", was meant to reflect on what Lucas thought the viewers thought regarding Bush's black and white worldview.


  • Originally, George Lucas had planned to just use a stuntman for the scenes with suited Darth Vader. However, Hayden Christensen convinced Lucas to play Vader once he was put in the suit.
  • This is the second movie to not feature C-3PO, and the first to not feature R2-D2, in the closing scene.
  • It is the first Star Wars movie to be rated PG-13, mainly due to the suggested killing of children at the Jedi Temple and the immolation scene on Mustafar.
  • It is the only movie to show the landscape of Alderaan.
  • In an early draft of the script, a 10-year-old Han Solo would have been living on Kashyyyk, the Wookiee home planet.
  • The scene in which Palpatine tells Anakin the story of Darth Plagueis was supposed to be a parallel to the scene in The Empire Strikes Back when Darth Vader tells Luke he is his father. This would seem to suggest that Palpatine is Anakin's "father," which is sort-of confirmed in the Legends book Darth Plagueis, which states that Darth Sidious and Palpatine were both involved in the "grand experiment" that led directly to Anakin's creation.
  • Liam Neeson was supposed to return as Qui-Gon Jinn, being a Force Ghost. However, an injury prevented this from happening.
  • David Prowse, who played Darth Vader in the Original Trilogy, had expressed interest in returning.
  • This is the only movie of the Prequel Trilogy were C-3PO is seen with is trademark gold plating.