Star Wars Episode III: Revenge of the Sith – Disneycember

The circle is now complete…well sort of. Doug takes a look at Revenge of the Sith.

About Doug Walker

Creator of 5 Second Movies, Nostalgia Critic, Bum Reviews and more.


  1. The Mace Windu/ Darth Sidious duel has been my favorite point in the movie. It just draws on the Force Lightning scene from jedi; when the evil mastermind is confronted, he reveals he’s not a defenseless, feeble old man, he’s actually incredibly powerful.

    And once again (because you did this in your last prequels video) THAT IS NOT STAR WARS MYTHOS!!!! Darth Plagueis was actually a real Sith Lord…he’s (or was) actually Palpatine’s master.

    But this movie, it just makes Darth Sidious all the more terrifying. The man is seriously an evil genius. From Episode I, he manipulated the entire story…he’s the reason this story exists! As Darth Sidious, he convinces the separatists to break away from a supposedly oppressive government. As Palpatine, he preys on the senators’ fears of the separatists and they vote him more executive powers. He convinced an entire galaxy to go to war with itself. And then, he used his revelation to Anakin to create a assassination attempt on his life by the Jedi, convincing the senate that the Jedi were the true enemy, and he unites a “broken” galaxy, reforming it to an empire. Just that story arc alone makes all three prequels almost (key word: ALMOST) watchable.

  2. This is my second or third favorite star wars movie. I dont think I can call it bad,but I can say it does have flaws and it aint no where near perfect. This is the prequel I can see over and over again and never get tired. I dont feel his turn was to fast. I see why he did what he did. He lost his mother and is about to lose another women he loves. The stress from the consoul. The best friend he felt was also against him. He just snapped. Then a man with great power and standing manipulates him and forms an understanding with him and promises him he can have everything he wants he finally just gave in. Some have the opinion of it being a bad flick and I just dont share that opinion.

  3. The novelization covers Anakin’s turn better.

  4. Ah yes, Revenge of the Sith; or as I like to call it: The worst Star Wars prequel to hit the cinema. Now admittedly, I still don’t think any of the prequels are the worst things to grace the silver screen, but that doesn’t mean that gives it a pass. I will admit, the starship battle was cool, as is the battle between Obi Wan and Anakin; but there are three major problems that keep me from fully liking it:

    1. The let-down destruction of Count Dooku. As a long-time Christopher Lee fan, I found it to be very disappointing that he was killed off so easily after building up his power.

    2. General Grievous. Now I know a lot of people like him, so just hear me out. I do like Greivous; he has a great backstory, he has a great design, and his very presence could make you shit bricks, he was that intimidating….In the Clone Wars. Yeah, most of his badassery came about from Genndy Tartakofski’s little dive into Star Wars, and without him to guide the helm…he comes off way too cowardly and campy for his own good. However, I will give him one free pass in terms of his appearance in Episode 3: His battle with Obi Wan was fucking awesome! But sadly neither are nothing compared to…

    3. Anakin Skywalker being the main focus for the majority of the film. Now don’t get me wrong, he looks the part and his interactions with Palpatine are good (though mostly thanks to Ian McDiarmid’s performance as Palpatine), but that doesn’t get past his horrible performance. I will give credit that no one could save such terrible direction/writing, but that doesn’t make it any less cringe-worthy. Because his character acts so bland and..actually kind of whiny, it doesn’t make me want to focus on this guy. If anything, I’m more interested in seeing the fight between Grievous and Obi Wan. And it’s a massive shame, since again, the Clone Wars handled him a hell of a lot better. Which show? EITHER OF THEM!

    But like I said, just because I myself think it’s the worst prequel doesn’t mean I think it’s the worst film ever made; far from it. If anything, Adam Sandler and Michael Bay have made worse than George Lucas could ever have made here.

    • I don’t see how it can be worst prequel? Maybe worst Star Wars movie if we exclude first two..

      1) That was a setup.. Dooku know that Sidius want drag Anakin on the dark side, what he didn’t know was that he sell him for that. Basically this same happened in sixth movie.

      2) I don’t get you point? Separatist movement fall apart and he know that he is in deep shit until that point.

      3) Agree, but still after boring chase, boring romance and boring politic, even if badly acted plot of that part at least have a point. We can skip first two movies, but that one at least have some important scenes.

      Yes, you have right for opinions but I don’t get your point?

  5. From prequels this is only one that I can still watch and feel satisfied. Sure Revenge of the Sith has it’s flaws but not enough to make me hate it unlike with other two and there is enough good so that flaws don’t drag it down.

  6. Yes, this IS the best of the prequels. In fact, I thought that this was pretty good, especially compared to BAD (EP 1) and MEH (EP 2).

  7. I think you hit the nail on the head. If you watch this movie muted or as a silent film, it actually becomes “borderline good”.

  8. Ian Mcdiarmid is by far the best part of the prequels. Since he does the most stuff in this one it is the best one by default.

  9. My major complaint about III is that in the final duel between Anakin and Obi Wan, including the two shooting Force at each other, they could and should have done some rapid aging on Obi Wan. Not to make him look as old as Alec Guinness, just old enough for Ewan to look as old as Ben Kenobi in IV. Remember how wrecked up Palpetine got during his struggle with Mace? Just a thought.

    • I don’t think you really need to age Obi Wan. Here he’s around 40 or so, and in New Hope would be closer to 60, so I think that the natural aging does the job.

    • Palpatine aged because he was using the dark side of the force with wild abandon….The Dark Side is strength without limits but that power comes at a cost {both to the soul AND to the body!}.

      Now honestly I think I preferred it when pre prequels, pre books you could believe Palpatine was just incredibly old, his life maintained through his powers but no way {or possibly no need} to worry about his appearance.
      But RotS shows blatantly that it’s the unleashing of Dark Side Powers in a fight to the death that causes such damage to Palpatine’s body.

      Obi Wan wouldn’t age because he’s not using the Dark Side {Anakin is but Anakin’s still young and new to those powers – Palpatine has had years of using them that add to a cumulative effect which the fight with Windu takes over the edge.}.

      • I would still prefer if Obi Wan had not escaped the battle unscathed. A fat lot of good the light side of the Force did keeping Luke safe when he first fought Vader. He was younger than Obi Wan, too, and even Vader remarked “the Force is strong with this one….”

        Yeah, I know, “But Yoda hadn’t finished training him!” Then why did Yoda say Luke was a Jedi on his death bed, hmmm?

        What ev. They’re only movies.

  10. The prequels skipped one very important scene which would have brought it all together and made this movie better: Count Dooku teaching Grievous how to swing lightsabers like a windmill while slowly walking towards somebody. The story would have benefited so much from that.

  11. I would say RotS is a pretty good movie. If you can ignore RotJ´s flaws, you should be able to ignore RotS.

  12. I do actually kind of love this movie. It’s very, very flawed, but seeing how Palpatine manipulated the Republic into the Empire is both beautiful and terrifying. That scene in the Senate Hall, where he declares the Empire, still sends chills down my spine. The Order 66 sequence was also beautifully executed, pun intended.

  13. My favorite Jedi is Luke Skywalker

  14. It did rush Anakin’s conversion to the dark side, and the reasons behind it seemed forced. He seemed to be willing to compromise his principles without much of a struggle.

    • I would agree if everyone was on his side and he happy go life,but that wasint the case here. Its easy to see why he compromised .

      • No one deny that, but we criticize speed of that.. it is basically as he would said “Fuc*k that I going wild”, he simply didn’t hesitate or regret in any point of time.

        • why would he hesitate? He had already killed a man that was on the side of the law. There was no turning back at the point. He was obsessed with saving his wife and unborn child at that point. Nothing else was more important

          • Why? Because he was a human not a piece of wood.. sort off. Humans have conscience and even if he kill another Jedi this still don’t excuse radically change side just like that. Humans don’t become mass murderers just because. This was so forced that it is almost comical or should I say cartoony. You cant seriously protect that until you are idiot who know shit about human behawior. They definitely should give him more time for that and I personally would move that as final to previous movie.

          • @rezro

            Again it wasint “just like that” this thought process was going through his mind for a bit. It would be different if none of the other stuff happened and he just said “well im evil now” it made sense of what he did. After feeling everyone was against him and noone was behind him and killing a fellow jedi and being promised that he could save his wife from the same fate as his mom of course he said ok. Its not comical or cartoony at all.

          • Again, I know what Lucas intended but simple fact is that he failed in execution. Sorry but you sound as desperate fanboy who ignore that no one go in kill rage after any of those stuff. His fall definitely should be longer and better acted.

            If after Mace Windu death he would be confused, try run in guilt and shame for some time and in this same time Jedi would start look for him to learn WTF happened. Then in point of greatest desperation Canceler would offer him help and declare him as only Jedi faithful to Republic before ordering Jedi elimination (temple would be destroyed by Clones). On what he would agree declaring that he still serve a Republic not Sith and then eliminate Separatists considering still as enemies. Then after final battle and after Padme death he would finally agree on becoming Sith as someone without nothing else left.

            That would be far more rational development, because he literally go on evil mode just like that.. how much time is between his mistake and him swearing to Sith and child-killing? Almost none!

  15. My favorite Jedi is Yoda, because he is also essentially a Muppet, making him a double threat! @duddybaha

  16. my favorite jedi is luke skywalker!!

  17. InfinitySorcerer625

    Favorite Jedi is Yoda for two reasons: 1. He’s portrayed by Frank Oz and 2. Dem Ears lol

  18. Doug, you need to go Netflix the Clone Wars. It gives you more of what you want (the later half of the show gets REAL good.) and is canon to boot.

  19. I know this is blasphemy to say, but… I kind of like Vader’s “NOOOOOO‼” at the end. Seriously. XÞ

    In my mind it represents Anakin shedding the last of his humanity, the love of his wife that’s been taken from him (and BY him, as he’s been lead to believe), the admiration he had felt towards Obi Wan all of these years, ANY respect he might have had for the Jedi… it’s all gone.

    With that last howl of anguish and despair all that’s left is an empty shell… left to be filled with the cold, focused hatred that is Darth Vader. In that moment… Anakin Skywalker is dead.

    …you know, from a certain point of view.

    (Though I will laugh at Palpatine’s butchering of the word “GOOD‼” That’s just cheesy as all Hell.)

    • I totally agree.

      I didn’t realize people hated the NoooOOoooOoo until I saw it used as an internet meme. I’m sure it would have been more impactful to have him just stare blankly in horror as the emperor grinned and the familiar breathing sound played…but it wasn’t as laughable as people make it out to be.

      Overall, this movie is watchable and has some strong scenes. A vast improvement over the first two.

  20. I really have a hard time calling any of the prequels bad. If you look at them from a realistic standpoint the only really weak thing about them is the presentation.

    I’d rather call them diamonds in the rough than anything else. The just need a little bit of tweaking with the dialogues and some of the story elements to be perfect.

    • They aren’t bad overall but they aren’t also good, and they should be great. First three movies were Avatar of its time, new trilogy was simply mediocre for the most part with few unjustifiable flaws like wooden acting and only few good scenes and plot-points from time to time.

  21. Favorite Jedi in Star Wars has to be Luke.

  22. I’m going to say it again – Phantom Menace for me is the best of the Prequels!

    It’s not a great movie by any means {none of the prequels are} and it has flaws aplenty but it’s the one that makes the most sense in context of the original Trilogy {despite the ludicrous midichlorians!}.

    Revenge of the Sith has the advantage of being able to tie the two trilogies together and give us what we want in a Darth Vader scene and a Yoda vs Palpatine face off {Fantastic Fight Sequence btw!} but it makes such a hash of it that it loses the plot.
    Actually that’s the biggest problem with RotS – It’s all action, no character {or more to the point characterization by numbers}.
    Anakin goes evil because he has to to service the story but it happens with no rhyme nor reason in such a small amount of time that it makes no sense!

    Anakin’s descent should have been the focus of the entire trilogy – Phantom Menace could have been a series of flashbacks throughout the trilogy to show us that he was a good kid and give us some pathos {we wouldn’t have needed to see the stuff that Anakin himself didn’t see though.}.

    The Clone Wars likewise – We don’t NEED to see the beginning of them! These are The Clone WARS! Not just a couple of battles in space but a full blown galaxy wide WAR!
    They should have been the background against which Anakin’s story played out! With RotS showing the final victory of the Empire against the Clones AFTER the Old Republic has fallen {The Empire rises out of the Ashes!}.

    Did we really need Qui Gon? No! He took away from Obi Wan in Phantom Menace and we never saw Ewan McGregor get that back in the other two films – He’s never shown to be anywhere near Qui Gon’s equal!

  23. As a non Star Wars fan, I can say this is the best of the prequels. I liked it fine when I first saw it in theaters and then after a second viewing, I don’t know, it just wasn’t anything that special. Again, better than Episodes 1 and 2.

  24. To me this is probably the worst, but that may be due to watching the others as they came out in cinemas and like many fans, hoping that everything would wrap together in the end and justify the other movies. This might not technically be as bad as the others, but as the last chance to redeem the rest it failed, releasing all the despair of having looked forward to, watching and being disappointed by every movie in the prequel trilogy.

    • See….technically I agree this is a better movie on a technical level than the first two but the problem is that this one had ALL the advantages – It got to tie up the prequel with the battle sequences everyone wanted, it had the ability to show us Darth Vader finally and it knew where it was going – It knew the end-game of what had to happen!
      YET it was done so badly!
      Not on a technical movie level but on a plot and characterization level!
      It was rushed so they could get in those battle sequences!

      On a story level yes it still beats Clones but then Clones is an atrocious movie on every level!
      But it doesn’t beat Phantom Menace and though that film has it’s own problems and many of them at that it still adds up to a more coherent story than RotS.

      Phantom Menace has a beginning, middle and end.
      Clones has a middle but no beginning or end.
      RotS has an end and nothing else.

      RotS is very much like Battle of Five Armies – All Action, No Character!

      Look back at the original Trilogy and even Empire had a beginning, middle and end! Jedi certainly did! Star Wars we know Lucas says it was always meant to be Episode 4 but no-one at the time thought it was going to be anything but a one off movie so it had to!

      A trilogy like Lord of the Rings where we all know the story anyway we let them off with Return of the King – We knew it was following on from what went before.
      The Hobbit not so much because so much was added and so much was cut out – Battle of Five Armies was an atrocious 3rd Part!
      The Star Wars Prequels aren’t one coherent story line like the above anyway – Clones happens a good decade after Phantom Menace, Sith happens another 5 years later or so.
      It’s not one story – It’s multiple stories that make up a whole and each one has to be able to stand up on it’s own!
      For me Sith cannot do that! Clones cannot do that! Phantom Menace {whether you think the story was good, bad or meh} COULD and DID!

  25. This is the only Star Wars movie I didn’t bother watching, since the previous 2 were so bad, and we all knew how it was going to end.

  26. Remember when Doug promised to never review the prequels.

    Yeah, me too.

  27. Darth Vader, before the prequels, he was mysterious, and didn’t appear to be from one of the whiniest characters put to screen.

  28. I guess I just don’t “get” that movie and its accepted place as best or least bad of the prequels.
    The things Doug and various commenters said about Attack of the Clones being almost too boring to watch?
    I can watch Attack of the Clones just fine. I can’t make it through Revenge of the Sith without a long yawn.
    All the movie ever does is wrap things up to match the original trilogy, even when it doesn’t make any sense.

  29. I will be the weird one but hell with it… I think Revange of the Sith is better than Return of the Jedi. Secondone has nothing I like. Ewocs are pointless to me and do not connect to anything in a galaxy with ftl technology. The whole begining looks liketutorial for a game. And the battle between Luke and Vader… it’s slow, they never go full in (cause they actually do not want to ill the other) and emperor just sits in a corner presumebly eating popcorn. It’s… boring.
    When the RoS, oh boy. Obi-Wan finishing his work, fighting extremally dangerous foe, then getting betrayed and looking for answers. Anaking finally steping up to the role, all the bad crap that happened in his life and now one person he lovesis also going to die… council on his ass and palpatine on his ear. The moment he switches sides is also perfect. Yeah after that it goes way to fast but the sole moment – Anakin witnesess his official master, who he do not like, overpowering sort-of his master, who he likes much. And Anakin do not deny Palpatines crimes, he just want to arrest him as jedi should and which would give him opportunity to learn from him. But Windu wants to kill him and Anakin just snaps. Jedi do not behave like jedi, sith is overpowered old man – reality around him goes mad and he switches sides. And after that, his march to the academy – THAT is Vader. That is how i remembered Vader form OT. Palpatine… thatispitch perfect in every way. And final battle is exactly as should – Anakin goes full in, fueledby anger and hate, Obi-wan is calm, sad even, just torn between not hurting his friend and doing what is right as a jedi. There was even comic with obi-wan and vader from OT in their duel bringing that fight up and concluding with “we got so old…” “yeah…”
    And rest of the movie? Oh nothing much… just epicgiant space battle at the begining, executing order 66, Anakingoing mad with dark side… Only when Anakin and Padme are toghether on screen you want to fastfoward. But even they get good scene when Anakin learns he will become father.

    Seriously, Revenage is better than Return of the Jedi. An I think in away it’s better than FA. Let’s face it, FA has good played characters but even less developed than RotS. Story is complete copy and copy of the two movies so it’s crammed andthere is only actionactionaction. There is none “anakin and palpatine in theatre” scene, none “anakin faced with pregnancy” scene, hell even the “noooo” scene, even that it sounded weird, that scene was FILLEd with emotions. I never seen emotions in Finn killing his used-to-be stormtrooper ffriends, kidnapping boss. His only sincire emotion was fear. And final fight, oh boy how much it sucked.

  30. Anyone notice how the scores of the Star Wars prequels have gone down on the IMDB? Yep, this used to have a 7.7, now it’s at 7.6. I love this movie and so should you! RedLetterMedia’s review of this is still the longest scripted review ever made. What a loser! Oh, and it’s more acclaimed on RottenTomatoes than Return Of The Jedi.

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