This review is based on the 2011 Blu-ray, a version that is different from the theatrical release in the form of one minor scene extended by a couple of lines of dialogue, and a redone visual effect.

The consensus of opinion has been that Star Wars: Episode III - Revenge of the Sith is the best of the Star Wars prequels basically since the minute its premiere ended, and while I can't imagine wanting to dispute that opinion, I do have to ask, upon watching the film for the first time since opening night back in 2005: why do we all think that? It doesn't contain the prequel trilogy's high point - that's pretty clearly the lightsaber battle from Star Wars: Episode I - The Phantom Menace, or possibly "Across the Stars" from the Star Wars: Episode II - Attack of the Clones soundtrack. Nor is it that the film simply fails to be as terrible as the other two: the romance plot is every bit as bad in this movie as in Attack of the Clones if not worse, two of the main action sequences are actively terrible, and the dialogue! If the infamous "I don't like sand" line from Attack of the Clones had shown up in George Lucas's Revenge of the Sith screenplay instead, I can't even swear it would make my top ten list of the most hilariously bad lines and dialogues meant to simulate in some fashion the way that actual human beings communicate ideas.

And yet, it's just so much better. It's even actually, positively good, I think. Though it's hard to think of it that way when you're watching Hayden Christensen's Anakin (a little worse than in Attack of the Clones) and Natalie Portman's Padmé (much better than in AOTC) laboriously intoning the most asinine love banter known to English-language cinema:
Anakin: "You are so... beautiful.
Padmé: "It's only because I'm so in love."
A: "No, it's because I'm so in love with you.
P: "So love has blinded you?
A: "Well, that's not exactly what I meant."
"Gnaw gnaw gnaw" - Me, escaping by chewing my arm off

So with that in mind, where do any of us get off calling this the best prequel? Having pondered it, I think the answer looks something like this: think of the overall story arc that the prequel trilogy has to cover. If you were going to describe it one sentence, I bet that sentence would look akin to this: "arrogant young Jedi knight Anakin Skywalker succumbs to the Dark Side of the Force and becomes Darth Vader, the most iconic movie villain this side of the Wicked Witch of the West". Now think of how that concept maps onto the prequels as Lucas wrote and filmed them. Notice how that arc takes place solely within Revenge of the Sith - Attack of the Clones exists to set up one whole plot thread ("Anakin loves Padmé") that could have been fitted into the opening ten minutes of a movie, and The Phantom Menace includes not one single plot point that isn't re-introduced in Attack of the Clones and then re-re-introduced in Revenge of the Sith. Hell, Sith's best character-driven scene exists in part to execute some Phantom Menace damage control. So basically, everything this trilogy promised is bunched up entirely within just the third movie. It is, bluntly, the only prequel where shit happens - and that, I think, is why it seems so vastly superior to two films whose worst sins it largely replicates.

(It's not even a great prequel: it does a terrible job of patching the holes made by the first two movies, and the idea that Star Wars is 20 years in the future is impossible to square with some of the things we see, especially the already under-construction Death Star. And it calls undue attention to how arbitrarily and unpersuasively C-3PO has been placed into this trilogy at all. But at least it successfully showcases Anakin's fall, something Attack of the Clones badly failed in attempting to initiate).

Also, unlike either of the other prequels, Revenge of the Sith starts off really damn well, with what I think to be easily the best opening ten minutes of any of the first six Star Wars films. After the expository crawl fades into space - a remarkably bad crawl this time, too, with foggy expressions and no clear sense of what the hell is going on: "There are heroes on both sides. Evil is everywhere" at least fails to include the phrase "taxation is in dispute", but it has a kind of Euro-nihilist lack of commitment, like Lucas thought it would be fun to let Tarr Béla write a Star Wars crawl for a moment. It also really sharpens how bizarrely the series has seen fit to color in that simple reference to "the Clone Wars" way back in Star Wars; giving us the horribly contrived and confusing lead-up to the war in Attack of the Clones, the brisk wrap-up here, and no sense of what the hell the actual Clone Wars were, except in the from of Genndy Tartakovsky's lovely 2003-'05 Cartoon Network series Star Wars: Clone Wars, by a fucking huge margin the best thing released in the Star Wars media empire between 1999 and 2005, unless I'm forgetting a really top-notch video game. Clone Wars does everything Revenge of the Sith badly needs to do: explain the stakes of the war, make them exciting and flesh out the many Jedi and a couple of villains who distinguished themselves in the conflict. It's inappropriate how much more satisfying Sith is with Clone Wars in the background - I have no patience for franchises that bury actively important canon material in tie-in media, and Star Wars has been unusually bad about that, down to the present day. That being said, Clone Wars is the real essential viewing here, and Revenge of the Sith is primarily useful as its sequel.

AFTER THE EXPOSITORY CRAWL FADES INTO SPACE, the camera angle does the thing it does in Star Warses; it tilts down to follow a spaceship. And up pops the most intense and crazed vision of space warfare ever filmed. As John Williams's score mercilessly thumps out a base note over and over again, we see the operatic grandeur of Industrial Light and Magic operating at the very peak of their capabilities in 2005, with dozens of ships and God knows how many individual moving objects crossing over each other in three-dimensional space (why is it so fucking hard for space movies to remember that space is three-dimensional? Revenge of the Sith nails it, anyway), while the simulated camera blitzes through and around the action for a gloriously protracted take. It's a hectic, violent ballet of movement between beautifully-designed ships (nowhere is the three films is it more apparent in visuals how the world of the original trilogy develops from the world of the prequels), with Williams throwing out exhilarating action music mixing and matching themes from all five previous films beautifully. It's rousing and intense, and the fact that it's more or less literally a cartoon doesn't hurt it, since we almost never seen human faces interact with CGI.

I put it that way because there is an exact specific shot where the film goes off a cliff, and it's right when we do so humans in a CGI space for the first time, as Obi-Wan Kenobi (Ewan McGregor) and Anakin Skywalker flip out of their fighter ships and into the docking bay of a much bigger ship, and their flipping is accomplished by sinfully bad effects work - I'm not sure if the whole CG budget was spent on the opening, but it's alarming how crummy most of the effects in Revenge of the Sith look. And it's not just dated CGI: it's noticeably worse than the three-years-older Attack of the Clones. Just compare the two films' rendering of Yoda.

From that momentum-killing shot onward, the film is one of the most perfectly mixed bags in the annals of popcorn movies. Some of it is is truly, unmissably great - moments as extraordinarily enthralling in their garish pulp magic as all but the best parts of Star Wars or The Empire Strikes Back. Some of it is hilariously awful, and some of it is awful enough to not even crawl up to the level of hilarity. Sometimes it's both of those at the same time. I think of the scene where Jedi master Mace Windu (Samuel L. Jackson, given something remotely worth of his time and talents for the first time in three movies) confronts Supereme Chancellor Palpatine (Ian McDiarmid), now revealed to the characters to be Lord Sidious, the prime mover of all the evils of the trilogy; the initial confrontation between the two is nervy and tense, and then Anakin shows up and, for the sake of driving the plot, makes dumbass choices that are exactly contradictory of what he was doing the very last time we saw him, and the screenwriting announces its contrivances in a way that just rips the scene in two. Plus, the godawful make-up used to turn Palpatine into a corrupt being of evil - the Oscar-nominated make-up, the only time this franchise scored in that category and also the only Oscar this movie was nominated for - makes his face look like a big grey butt. And it is stupid and silly. But then Palpatine flips his hood over his buttface, and suddenly, just like that, he's the immensely creepy, croaking wraith from Return of the Jedi, and it's phenomenal.

Really, I guess what I mean to say is that Revenge of the Sith is inordinately sloppy. That's burned right into Lucas's script, which is a crazy, almost incoherent array of stuff happening, sometimes at the same time as other stuff which is cross-cut together, and sometimes you think "but that stuff could only occupy, like, an afternoon, while this stuff appears to cover days if not weeks, so how are they happening in tandem?" It is a film that defies summary: every other Star Wars film has a plot that, in a pinch, you could reel off in a sentence: "Luke and Han team up to save Leia from a giant space station, which they then destroy"; "Obi-Wan uncovers a plot to create a clone army while Anakin falls in love with Padmé". Even The Phantom Menace, a grisly misfire of a scenario, is basically "Qui-Gon helps Padmé escape from the Trade Federation, and then helps her lead a fight against it". There's no single-sentence plot synopsis for Revenge of the Sith; there's not even a multi-sentence synopsis that doesn't involve charts and diagrams.

On one hand, this is of course bad. But it does at least mean that Revenge of the Sith gets to be active and busy, two adjectives that do not apply to either The Phantom Menace or Attack of the Clones in any way. Wait for a few minutes and something cool will happen, if just for a few shots; and those shots are, I might point out, usually stitched together very well. Ben Burtt returns as editor from Attack of the Clones, this time alongside one Roger Barton, and his game has been upped considerably. With something like nineteen different subplots all running around to be interleaved, the film has some really lovely internal correspondences, with action flowing across locations and characters in a beautifully fluid manner that's really much too nice for a film as generally boneheaded as this; it's legitimately some of the best cross-cutting of the 2000s, and it provides Williams with some outstanding places to work his scoring magic. Revenge of the Sith has a score that is predominately made up of pre-existing material - the one new major theme "Battle of the Heroes", is unexpectedly weak, basically copying the structure of "Duel of the Fates" without its robustness - but the remixing is really quite incredible, especially the closer it gets to the end.

What power the film attains in its final sequence, which is honestly kind of dumb as hell - it's gloopy fan service tediously setting up all the bits and bobs for the 1977 film, storytelling logic be damned - comes from that music (and that editing, but mostly that music), ending in the best possible way: a statement of Luke's theme, the main Star Wars fanfare, that eases into a lullaby, and then into the Force theme to take us into the credits. Lucas may have intended for Revenge of the Sith to be the midpoint of the six films, but Williams knows better: his score definitively marks this out as a series finale, drawing down from all five earlier movies while making those familiar cues their own thing, and occasionally going someplace wholly different, as he does in the superlative "Padmé's Ruminations", a dark and pensive vocal piece underscoring a wordless scene as Padmé and Anakin stare across a reddened city at each other. It's the one place that "modern Williams" shows up to augment and complicate the prequels' resuscitation of "vintage Romantic Williams", and it is one of the sonic highlights of an already great score.

One could list just the things in Revenge of the Sith that are excellent and have quite a healthy collection of highlights: I'd hate to forget to at least mention the "Order 66" montage, in which Jedi are killed throughout the galaxy accompanied by yet another really astounding original Williams motif, or the shadow-dominated frames as Anakin enters the Jedi temple to commit murder leading into that sequence. And there is the astonishingly well-written meeting of Palpatine and Anakin at the space opera, a lengthy dialogue-driven scene that works entirely because of McDiarmid's icy, coiled-up performance, and the evocative details of the story he tells (rumor holds that this was Tom Stoppard's main contribution during an uncredited script polish; the fact that it's the longest protracted sequence of the film without at least one utterly ludicrous line supports that rumor). It's the least-characteristic moment in the prequels, maybe in all of Star Wars: drama coming entirely from people talking. And it might be the very best moment in the franchise where lightsabers aren't visible.

Focus on the good stuff, as I did for a decade (I was prepared to call this film better than Return of the Jedi before I rewatched it), and you'll have an infinitely skewed idea of what Revenge of the Sith has to offer. Every good scene is offset by a bad scene, and the performances of everybody besides McDiarmid and McGregor - who really amps up the Alec Guinness mimicry this time, aided by the hair and make-up department - are generally lacking (McGregor, for his part, is helpless with one of the worst lines in any tentpole in living memory: I have seen a security hologram of him... killing younglings", followed by the actor clamping his hand on his mouth in an obvious attempt not to laugh). The setpieces, other than the opening battle, are never better than adequate, undone by terrible effects and confusing angles much of the time, or even just by Lucas's flippant indifference to drama: the early scene on the bridge of a starship, where Anakin and Obi-Wan confront Count Dooku (Christopher Lee) is particularly appalling, undermined by insipid reaction shots of McDiarmid, and the worst lightsaber choreography in the series. It's a clumsy reiteration of Dooku's nigh-total uselessness to the films, dismissing him from the film abruptly and blandly.

The film manages to squander a seemingly limitless pool of imagination: the action on the Wookiee homeworld, which should have been a clear-cut highlight, is wasted on an unclear narrative structure for the battle; the spider-like droid General Grievous (voiced by Matthew Wood), wielding four lightsabers like a sci-fi blender gone mad, is a colossal waste of a concept, and impenetrably confusing to boot, with everything that makes him interesting as a villain left behind in Clone Wars.

But no matter how clumsy the film gets in building its story or executing its visual ideas, the thing that really hurts Revenge of the Sith is the writing of its characters. The cramped motivations are bad enough, and a clear sign that the previous two movies didn't do their job of building up the characters: Anakin's fall to the dark side doesn't feel like an inevitable outgrowth of his fears and tragedies, but a hurried series of inexplicable motivations (he's jealous of the Jedi! He's afraid for his wife! He hangs on every word of the guy who basically says "I am made of pure evil, wanna do evil with me? It's evilly fun!" and ignores his mentor that the script keeps insisting is his good friend, despite all of the evidence!"). The impression is that the only reason he turns into Darth Vader in this film is because Lucas realised that he'd run out of episode numbers before getting back to the original Star Wars. The film lacks a protagonist, and it lacks convincing character arcs: it's just a bunch of people racing through plot points as Williams's score pipes up to reassure us that this is all epic and grand.

The resultant film feels very enthralling and rewarding and appropriately Big; but dammit, if it's not a half-baked monstrosity. It has ideas spilling every which way, some of them working; it has dramatic images undercut by the laughable nonsense being said within those images (this film would be inestimably improved without dialogue). It is an emphatic summing-up of all the things Star Wars was as of 2005, dramatic and operatic but often totally ineffective. Even the messiness is so fearlessly personal that the film is always weirdly captivating, but making it through the outlandish crap to get to the great stuff is still a real chore. This is, maybe, the id of Star Wars; it's certainly what happens when George Lucas gets to do everything that crosses his mind with no kind of discipline or filter at all.

Reviews in this series
Star Wars (Lucas, 1977)
The Empire Strikes Back (Kershner, 1980)
Return of the Jedi (Marquand, 1983)
Star Wars: Episode I - The Phantom Menace (Lucas, 1999)
Star Wars: Episode II - Attack of the Clones (Lucas, 2002)
Star Wars: Episode III - Revenge of the Sith (Lucas, 2005)
Star Wars: The Force Awakens (Abrams, 2015)
Star Wars: The Last Jedi (Johnson, 2017)
Star Wars: The Rise of Skywalker (Abrams, 2019)