Star Wars Episode III: Revenge of the Sith is the quintessential Star Wars prequel. Finally, after stalling for two movies, George Lucas delivers on all his promises. However, in true prequel fashion, he does it in a wildly uneven way. Welcome to our Star Wars movie rewatch!

Basically, Revenge of the Sith is the movie you wanted to see when you first saw The Phantom Menace. Where that movie has way too much extraneous information and Jar Jar Binks, followed by a second film with a bunch of cool stuff that doesn’t carry any weight, the third film in the prequel trilogy actually has the story you want to see. Finally we find out why and how Jedi Knight Anakin Skywalker became Sith Lord Darth Vader.

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Now, is the explanation particularly satisfying or logical? Not really. Plus, it get muddled by a few excruciating lulls of narrative. But the fact that Vader’s origin story is at the center of the film almost automatically rises it about its predecessors. Plus we see how the Jedi were destroyed and how Luke and Leia are born, and we also get a hint about Force Ghosts and a ton of other direct connections to the original trilogy. In fact, there’s so much stuffed into Revenge of the Sith, if this movie was made into three, I think everyone would’ve loved the prequels. Instead, so many of the best bits get rushed through at the end.

Long before that though, it’s immediately obvious that Revenge of the Sith is going to be a better movie. “This is where the fun begins,” says Anakin after the very first shot. An epic long take of two Jedi Starfighters flying across what we learn is a massive battle in the skies of Coruscant. Is it almost completely done in a computer? Yes, but it shows the best of what Lucas did in these prequels. It’s colorful, full of energy, and punctuated by a playful, witty banter between Skywalker and Obi-Wan Kenobi. This scene also marks the beginning of a nearly 25 minute action scene that opens this movie. It’s almost like the battle of Hoth on steroids.

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Think about this. Revenge of the Sith starts with a space battle which quickly becomes a lightsaber duel, two things that Phantom Menace ended with. We’re also fed a ton of pertinent information, like that Anakin’s powers have doubled (Thank you Clone Wars cartoon show) and we see Anakin make the first of several questionably motivated choices by killing Count Dooku. It’s a choice Anakin knows he shouldn’t have made, but does anyway, and one which never quite sits right.

The culprit here though isn’t actor Hayden Christensen. As awkward as he was in the first movie, he definitely improves over the course of Revenge of the Sith, especially when his performance goes to extremes. Instead it’s Lucas’ matter-of-fact dialogue from both Anakin and Palpatine that leaves things feeling so weird.

The scene ends with a pointless, but still kind of fun mega-crash-landing, and 25 minutes into this movie you’re flying high. We’ve already see Anakin start to turn to the dark side, a big space battle, lightsaber fight and some humor. Things are off to a great start.

That quickly changes. After that rousing opening, the next 30 minutes are just people talking. Some are walking, some are sitting, and yes, almost all the information is crucial. But wow, is it a buzzkill.

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Among those crucial bits of information is the fact that Padme is pregnant, which is described by Anakin as “the happiest moment of his life”—with the most deadpan delivery of that line ever. Later, the two of them have an even worse exchange. Paraphrasing, it’s “You look beautiful.” “It’s because I’m so in love,” “No it’s because I’m so in love with you.” I mean come ON, really? That scene should have just been them saying the phrase “Literal, stunted dialogue” over and over. It also sets the precedent for Padme’s main role in this film, which we’ll get back to.

Anakin has some nightmares about Padme dying in childbirth and goes to Yoda for advice. Yoda then basically reads to him several fortune cookie Jedi mantras. “The fear of loss is a path to the dark side.” “Let go of your fear,” lots of things like that, which come off very repetitive. As a viewer I couldn’t help but think “We get it. Anakin’s love of Padme is an issue—you don’t have to give us all this random philosophical hodgepodge about it.”

The boring bits continue as Anakin is appointed to the Jedi Council by Palpatine and then gets mad that the Council isn’t cool with it. Here’s questionably motivated choice two, where Anakin and everyone else in the movie come off as incredibly dumb for not seeing Palpatine’s plan—which is one of the main themes of Revenge of the Sith.

Everyone is up in arms about the appointment. Then the Jedi ask Anakin to betray Palpatine and, because he’s a little too smart, Palpatine knows it. He then regales Anakin with an old Sith tale of Darth Plagueis, a Sith so powerful he could cheat death. How does Palpatine know this story? Why aren’t a billion red flags going off for Anakin with every single word he says? Is he just blinded by this desire to save Padme? Maybe, but this whole scene—while incredibly crucial to Lucas’ idea of Anakin’s fall—just makes Anakin look even more hapless.

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Oh, and it doesn’t help that the scene before, he and Padme shared one of the worst dialogue scenes in all of Star Wars. “Hold me like you did by the lake on Naboo. So long ago, when there was nothing but our love.” I’ll let that speak for itself.

Even with all that, I’m skipping a lot from this chunk of the movie. Like I said, most of it is important exposition, but it happens at such a glacial pace that you begin to get very, very worried for where this movie is going. It then saves itself by breaking out of the mold with a quick stop on the wookie planet of Kashyyk for 60 seconds tops, before jumping back to more Anakin/Padme babble. “I’m not the Jedi I should be,” he says. Yeah, we know.

Finally, once Obi-Wan is assigned to hunt down General Grievous, things turn around for Revenge of the Sith. From that moment on, the movie is pretty much non-stop action for the rest of its runtime. Let’s get into it.

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I haven’t mentioned Grievous yet, because as cool looking of a villain as he is, he’s almost comically underdeveloped as a foe for the Jedi. Unless you watched the Clone Wars or read some books, you’d have no idea about anything to do with him. Why he collects lightsabers, why he’s coughing, any of that stuff. It’s a huge problem. He’s just really beautiful and intimidating to look at.

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Still, that’s why it’s so, so bad ass that Obi-Wan just jumps down to fight Grievous without any backup. It’s a fun moment and leads into a very entertaining action scene that makes great use of the ideas of nature vs. science. Obi-Wan with his one lightsaber and giant creature, Grievous with his four sabers, spinning arms and mechanical wheel vehicle.

That fight is intercut with one of the biggest moments of the film. Palpatine finally reveals himself to Anakin as a Sith Lord. Watching this scene, I was amazed at how underwhelming it was. “Why,” I wondered? Well, it’s because this isn’t a reveal at all. We knew in The Phantom Menace, from plot hints as well as the casting of Ian McDiarmid, that Palpatine was a Sith. Attack of the Clones offered even more obvious clues and in first hour of Revenge of the Sith it’s banged into your head. So, the moment is completely undercut because Anakin and the Jedi are the only people who haven’t figured this out. I imagine at some point this was considered a big, “I am your father” type reveal, but it’s the opposite. It makes us think less of our heroes, because they’ve missed so many clues and look so dumb.

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Juxtapose that with a simpler, wonderful moment a few scenes later. Obi-Wan is still fighting Grievous, Anakin has told Mace Windu about Palpatine and Windu has demanded that Anakin go to the Jedi Council chambers while they take care of the situation. Obviously, he doesn’t want to, but he’s also conflicted. So he goes. And the movie takes a pause. It slowly cuts between Padme and Anakin, both looking troubled. Anakin is weighing the biggest decision of his life, and Christensen even sheds a tear. The scene is kind of stunning because it lets the audience revel in this critical moment. THE moment. The moment where Anakin decides to disobey Windu to help Palpatine, even before he kills him in the next scene.

Oops, spoiler. Mace Windu and Palpatine fight and Windu has won, until Anakin comes and interrupts the fight, cutting Windu’s hands off so Palpatine can finish the job. I loved how delightfully evil Palpatine is in this scene. He literally screams “Unlimited Power!” as he Force-lightnings Windu. It almost makes up for the ultra goofy make up.

But it’s done. Anakin has made his choice. And in what should be a great moment, Palpatine picks the name “Vader” out of thin air. Whatever. He then immediately hints to Anakin that he made a mistake, one that’s not really referenced after that fact. Palpatine says “To cheat death is something only one has achieved but, if we work together, we can discover the secret,” he says. Basically he’s telling Anakin that he can’t do what he promised before. Shouldn’t Anakin, again, react to this? Add another bad decision to the list.

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Before we continue, let’s take a moment to talk about Natalie Portman as Padme in Revenge of the Sith. For 80% of the movie, she’s in one room. Basically, she’s a non-entity, there just so Anakin can cry and exchange terrible dialogue. It’s honestly a huge, huge slap in the face to a character we’ve seen as a Queen, a warrior, a Senator, and now she’s relegated to Galactic housewife. It’s no surprise Portman delivers her worst performance of the trilogy, she has almost nothing to work with and has devolved in what should have been her biggest moment. She is, after all, the reason we now have Darth Vader.

So Palpatine tells Darth Vader that he has to go around and kill all the remaining Jedi. This starts at the Jedi Temple, where he murders a bunch of innocent kids, and Palpatine institutes Order 66. We assume this is some kind of genetic trigger built into the Clone Troopers from back on Kamino but it’s never fully explained in the movies. As the Clones start to murder all the secondary Jedi, you can’t help but wonder if this plot twist works for someone not familiar with the series. It’s so out of left field. Either way, all the Jedi murders are handled with poise and gravitas: bombastic, sad John Williams score etc.

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Once the kids are dead, Anakin goes to the lava planet of Mustafar to murder all the Separatists, in yet another brutally direct action scene. Back on Coruscant, Palpatine creates the Empire and Padme delivers her big line. “So this is how liberty dies. To thunderous applause.” It’s a line that gets made fun of a lot but I don’t hate it, especially when you realize it’s Portman’s biggest contribution to the movie so far.

Obi-Wan, who along with Yoda escaped Order 66 and is trying to figure it all out, lets Padme in on Anakin’s turn to the Dark Side. She doesn’t believe him, so she decides to go find Anakin and ask. In yet another terrible Padme scene, the pregnant Senator decides not to bring her personal security with her. Her genius logic is “3Po will look after me.” Oh how the mighty have fallen.

Padme gets to Mustafar, exchanges some words with Anakin, who by this point is clearly delusional in really fun way. He’s so wrapped up in his crazy ideas of why he made this decision, and Hayden Christensen is so wrapped up in it with this stoned, demonic look on his face, you almost forgive his questionable narrative and acting choices before hand. After all of it, we finally have a fully realized Darth Vader.

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When Obi-Wan finally reveals himself as having stowed away on Padme’s ship, Anakin snaps. He almost kills her, then starts screaming, and it’s awesome. Then the battle finally begins. Obi-Wan vs. Anakin, and it’s a seriously fast paced affair containing Jedi fighting techniques we’ve never seen before and great choreography. It carries some real weight too because, while some of it was boring, this whole movie has been laser focused on giving these two friends a reason to fight. When they do, it works.

The only thing that sucks about it is, as the fight goes on, it starts to use all these terrible props and settings. Ropes? Flying platforms? Balance beam pipes? Why couldn’t it just be a fight on a lava planet? Is that not cool enough? A more grounded fight, with fewer fantastic additions, would have been so much better.

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As that’s happening, Yoda goes to challenge Emperor Palpatine/Darth Sidious. It’s basically a Wrestlemania-worthy double main-event. Yoda and Sidious use both their lightsabers, and the Force, for a seriously impressive—albeit super-CG—battle in the dome of the Senate. However, after battling for a few minutes, Yoda takes a fall and gives up. “Into exile I must go,” he tells Bail Organa. “Failed, I have.” Did you? Why didn’t you just keep fighting him? I still don’t quite understand the on-screen motivation here. (Off screen, there is plenty you can read into it of course.)

Once Obi-Wan gets the high ground and defeats Anakin by chopping his legs off, I realized that I was totally wrapped up in this movie. These moments, as well as the creation of Darth Vader a few scenes later, are the moments that made the Star Wars universe the one we’re still living with today. And while they’re a bit clunky, they’re still great to watch.

But again, the motif of unevenness rears its ugly head at the end. Padme, who is in perfect health, “loses her will to live” and dies in childbirth. Now, we get it, Anakin sealed her fate by going to the Dark Side. If he’d just trusted her and the Jedi way, she wouldn’t have died. But it’s still a really, really terrible way to explain the death of one of your main characters, just as you show us Luke and Leia for the first time.

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Then, thrown in as if it was a reshoot, Yoda tells Obi-Wan—who has decided to live in exile on Tatooine and watch over Luke—that one of his friends has “learned the path to immortality.” It’s Qui-Gon, who has apparently learned—in death—that the Force can keep you alive as a ghost. This is George Lucas’ Hail Mary attempt at wrapping up one of the original trilogy’s big burning questions, but it feels so tacked on and cheap. It also backs the makers of the new trilogy into a bit of a corner, doesn’t it? If either Yoda, Obi-Wan or Anakin don’t appear to Luke in Episode VII, Yoda will likely have been lying to Obi-Wan here.

Then the film reaches its conclusion, all in montage, of Padme’s funeral (complete with Jar Jar and Boss Nass cameos), Leia going to Alderaan, and Luke being given to his aunt and uncle on Tatooine. The last shot is absolute perfection.

Revenge of the Sith has some big issues. It mishandles Padme, has some huge lulls, and makes lots of terrible choices. But it also entertains and provides some hugely important Star Wars moments. It’s by far the best film of the prequel trilogy, and I’m glad I revisited it.

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Next Week:

Here are the previous two recaps:


Contact the author at germain@io9.com.