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Star Wars saga revisited: Episode III - Revenge of the Sith

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In anticipation of Star Wars: The Rise of Skywalker's release this December, we're counting down all the Star Wars movies in chronological order of release.

This week, we reach the end of George Lucas's prequel trilogy with Revenge of the Sith.

What's the story of Star Wars: Episode III - Revenge of the Sith?

A long time ago, in a galaxy far, far away, the Clone Wars are raging. Caught in the midst of the chaos are Jedi knight Obi-Wan Kenobi (Ewan McGregor) and his apprentice Anakin Skywalker (Hayden Christensen). The latter is still struggling with his impulses, and appears to be drawing dangerously close to the dark side of the Force.

This threatens Anakin's newly pregnant wife Padme (Natalie Portman) and also his relationship with Obi-Wan. As the tormented Padawan is seduced by the teachings of the manipulative Chancellor Palpatine (Ian McDiarmid), a chain of events is set in place that will change the galaxy forever...


How did Revenge of the Sith get made?

Two movies into his Star Wars prequel trilogy, and George Lucas was rolling in lucre if not exactly critical acclaim. In 1999, The Phantom Menace rode a level of frenzied hype (after all, it was the first Star Wars movie in 16 years) to gross more than $900 million worldwide. The critics, however, weren't impressed, and as the dust settled, the film's reputation didn't weather well with fans either. In 2002, Attack of the Clones gathered marginally better reviews if slightly lower box office ($700 million), but the stilted nature of Lucas's dialogue, along with the trilogy'a over-reliance on CGI and wooden acting, was clearly taking its toll on audiences.

It was therefore critical that Lucas stuck the landing for the trilogy's third and final chapter, Revenge of the Sith. This was the movie that would dramatise Anakin Skywalker's transformation into Darth Vader, arguably the most important moment in Star Wars lore, and one that singlehandedly shaped the events of the beloved original trilogy. This is where it was all poised to come together, exploring how an innocent kid turns bad and exposing how latent evil clashes with the principled ethos of the Jedi order. It all culminates in the birth of Luke Skywalker and his sister Leia, played in the chronologically later movies by Mark Hamill and Carrie Fisher.



So did Lucas accomplish all that? Yes and no. It's certainly true that Revenge of the Sith is the best of the three prequel movies, but only because the preceding two films were pretty amateur. Sith is riddled with those very same problems listed above, but there's nevertheless a dark and often shocking sweep to the story that befits Anakin's tragic fall from grace. And few could deny the power of watching the familiar Darth Vader iconography click into place, even as (typically) Lucas makes some colossal blunders of unintentional hilarity along the way.

Revenge of the Sith was the culmination of the prequel trilogy structure envisioned by Lucas during the pre-production of 1980's The Empire Strikes Back. Lucas had actually started devising the plot before working on Attack of the Clones, drawing the idea of Anakin's lava-induced injuries from the novelisation of Return of the Jedi. In the book, Obi-Wan recounts how, during their final lightsaber duel, he "fell into a molten pit".

Much of the backstory involving the clones from the previous movie was junked, as Lucas re-oriented the story exclusively around Anakin. For this reason, Lucas had Anakin brutally dispatch Count Dooku (Christopher Lee) during the opening scene, a portent of how the dark side is beginning to sink its hooks in. The turbulent nature of the story makes demands of actor Hayden Christensen that he can't quite live up to, despite his best efforts – he begins the movie as petulant, and ends the movie as petulant while wielding a lightsaber. It's not entirely his fault – one must largely credit Lucas's poor script and staging for this.



In Attack of the Clones, there was a passing reference to the erasure of the planet Kamino from the Jedi archives. Realising that he didn't have time to explore the storyline fully, Lucas allowed author James Luceno to develop the conceit in his novel, Labyrinth of Evil. Many other script changes occurred along the way, ditching ideas that would create explicit connections to the original Star Wars trilogy.

This included a planned appearance from a young Han Solo on the Wookeie planet of Kashyyyk, and a scene in which Palpatine reveals Anakin is formed from the ever-controversial midichlorians (microscopic life forms inside every creature). This would essentially have made Palpatine Anakin's father. The ghost of Jedi master Qui-Gon Jinn (Liam Neeson) was also supposed to make an appearance but was also dropped.

The film was shot on a budget of $113 million between June and September 2003 at Elstree and Shepperton Studios in London, and also Fox Studios Australia in Sydney. Yet even after principal photography was completed, Lucas was fiddling with the dramatic arc of Anakin. Initially, he was beset by many reasons for Anakin joining the dark side, but he eventually whittled this down (via a combination of editing and pick-up shots undertaken in 2004) to Anakin wanting to save Padme. (The realisation of her impending death is brought on by a horrific nightmare.) Was this dramatically satisfying, or a reductive treatment of the origins of a classic villain? Arguments still rage to this day.



As with Attack of the Clones, animatics were used by the art team. Lucas had increasingly steered away from the use of storyboards, instead getting members of the production team to enact key sequences in front of green screens – these were later dubbed by sound designer Ben Burtt as 'videomatics'. These clips were then sent to the visual effects department who filled in the backgrounds with detail before Burtt edited the footage and sent it to Lucas for approval.

Lucas's close friend Steven Spielberg consulted on Obi-Wan and Anakin's final duel on Mustafar, the lava-ridden planet that hastens the latter's evil transformation. (This important location appeared in the chronologically later Rogue One, where the fatally wounded Anakin/Darth Vader is summoned to meet Ben Mendelsohn's scheming Orson Krennic.)



The logistically complex sequence meant that actors McGregor and Christensen had to practice duelling for months beforehand, working under the supervision of Nick Gillard, who had collaborated on the Darth Maul fight in The Phantom Menace. DVD featurette 'Within a Minute' reveals that 910 artists worked 70,441 man-hours to create 49 seconds of footage for the Mustafar duel alone.

Lucas would re-write entire sequences based around artistic designs he had approved. Bizarrely, he's said to have drawn inspiration for Kashyyyk (making its first appearance in a Star Wars theatrical movie) from the notoriously bad 1978 Star Wars Holiday Special. The lush environments of Phuket in Thailand doubled for the home planet of Chewbacca, played by stalwart Peter Mayhew in his penultimate Star Wars appearance. (He would bow out following 2015's The Force Awakens, before his death in 2019.)



Kashyyyk is among several planets that Lucas cross-cuts between during the climactic battle. Towards the end of the movie, we're witness to Jedi from across the galaxy being slaughtered by the evil forces of the Empire – given the nature of the Star Wars chronology, Revenge of the Sith is the most despairing of the series as it anticipates the Empire's ruthless supremacy in A New Hope. Yet at the same time, there's a glimmer of hope as Luke and Leia are born – our retrospective knowledge of how the original trilogy plays out alleviates some of Lucas's misjudged choices, including the unnecessarily graphic slaughter of the Jedi 'younglings' by Anakin.

Gary Oldman submitted a voice audition for the role of multi-armed, villainous droid General Grievous, whom Obi-Wan battles on the planet of Utapau. Oldman claimed his desire for the role clashed with his presence as a member of the Screen Actors Guild, although this account was later disputed by sound editor Matthew Wood, the man who eventually ended up voicing the role. (He claims that Oldman, as a friend of Star Wars producer Rick McCallum, submitted the demo but simply wasn't chosen.) Wood submitted his own audition under the initials A.S., denoting the 'Alan Smithee' moniker used to preserve anonymity in Hollywood.



In the movie, valuable spark is added by the presence of Ian McDiarmid as Palpatine. For all its flaws, Revenge of the Sith is important for depicting how the human Chancellor is physically warped out of all proportion during a confrontation with Jedi Mace Windu (Samuel L. Jackson), who subsequently dies. This is the moment where a scheming politician transforms into all-out Sith lord Darth Sidious, taking his place as the most powerful villain in the galaxy and the one who oversees the Death Star construction in The Empire Strikes Back and Return of the Jedi.

McDiarmid is clearly having a lot of fun with the role. This was his fourth appearance in a Star Wars movie, and Revenge of the Sith truly comes to life during his Coruscant duel with Yoda (Frank Oz). As Lucas races to put the puzzle pieces into place, it's revealed that Yoda collaborates with Obi-Wan to conceal Padme's twins before exiling himself to Dagobah – chronologically speaking, this location made its first appearance in The Empire Strikes Back.



Yoda's arrival on Dagobah was one of many scenes that hit the cutting room floor. An entire sub-plot was also dropped in which a group of Coruscant senators work together to prevent the evil Palpatine's machinations – as revealed on the DVD commentary, this would have involved Mon Mothma (Genevieve O'Reilly), who briefs the rebels in the (chronologically later) Return of the Jedi. It was another sign of how Lucas sought to streamline the narrative and focus everything around Anakin.

And what about that Darth Vader creation moment? Surely Lucas would not screw this up. Interestingly, Christensen had to beg the director to let him wear the suit, making him the first person to embody both Anakin and Vader within the course of one movie. And yet, the emotional and physical destruction of Anakin is undermined by that notorious "Noooooo" as Palpatine informs him of his wife's death.

Given Lucas was fond of going back and retrospectively fiddling with his Star Wars movies, would it have been too much to ask to have deleted this? It's a calamitous moment that undermines what should be the most significant scene in Star Wars lore.


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How did John Williams compose the score for Revenge of the Sith?

It goes without saying that all three prequel movies are riddled with flaws of varying magnitude. But the accompanying scores by John Williams are unimpeachable – it's truly remarkable how the veteran composer found dramatic inspiration in this trilogy, but then he is regarded as the finest composer in Hollywood for a reason.

The construction of the prequels did, however, affect Williams's music as it did the script and performances. Lucas and sound designer Ben Burtt often ran roughshod over Williams's creative choices (something that would have been unthinkable in the original trilogy), resulting in truncated music editing and awkward transitions.

Although the composer's score for Revenge of the Sith works effectively in context (despite Lucas's best efforts), it's on the album release that one can best appreciate its brilliance. Sith is by its very nature the darkest and most melancholic of all the Star Wars scores – even more so than The Empire Strikes Back – evoking a soundscape where the dark overcomes the light.

This allows Williams to vary up his sonic palette, introducing instrumental and vocal touches that are relatively unusual within the Star Wars universe. This is brilliantly demonstrated by the track 'Padme's Ruminations', in which a wailing vocalist gives voice to the inner torment shared by Anakin and Padme. The anguished sense of tragedy anticipates not only the collapse of their marriage but also the violence that will overtake the galaxy – it's a superb example of how Williams gets inside the world of the movie.



The sense of brooding threat continues in the sinister 'Palpatine's Teachings', as Williams teases the birth of the Emperor's theme that will later take root in Return of the Jedi. The menace of the male voice choir speaks directly of Palpatine's formidable powers, and is a fine example of how Williams stays loyal to the pieces set down in the original trilogy, threading everything together with care.

'Anakin's Dark Deeds' is another sorcerous and powerful track, Williams using the choir to convey how the dark side has fully taken over.

The main new theme, however, is titled 'Battle of the Heroes'. It's a brassy orchestral and choral piece (somewhat reminiscent of 'Duel of the Fates' from The Phantom Menace) that comes to the forefront during the Mustafar duel. In spite of the film's shortcomings, Williams works overtime to invest the scenario with portent and dramatic weight, as the future of the galaxy hangs in the balance.

Of course, this being the final chapter in the prequel trilogy, it was vital that Williams developed several of his original trilogy themes for franchise continuity. Leia's theme, the Force theme and, of course, the ever-present fanfare are all presented in fragmentary fashion, often with a subdued and tragic air to convey the arc of the storyline.

Very often these quotations are subtle – Williams is aiming to subconsciously work on our emotions, reinforcing the legacy of the series through music while we very often don't realise. It's the kind of intelligent dramatic intuition that the film needed more of.


How was Revenge of the Sith received?

Given this was the moment of Darth Vader's inception, expectations were sky-high for Revenge of the Sith. The movie was ambitiously rolled out via multiple charity premieres across North America, and additional screenings were held in George Lucas's hometown of Modesto in California.

Unusually for a Star Wars movie, the film held its world premiere out of competition at the 2005 Cannes Film Festival on the 16th of May 2005, prior to its American release on the 19th of May. (The latter date coincided with the original American release of A New Hope, and also Return of the Jedi.) 

The global outplacement firm Challenger, Gray & Christmas claimed one week before the premiere that it may have cost the US economy approximately $627 million in lost productivity because of employees who took a day off or reported in sick. People also lined up outside Grauman's Chinese Theatre in Los Angeles, in a bid to convince the cinema to show the movie (they failed).

Due to the film's increased levels of violence and threat, it was the first Star Wars movie to receive a PG-13 rating from the American classification board, the MPAA. (The certificate hadn't existed during the time of the original trilogy.) Critical response was broadly more positive than the previous two movies – Sith currently holds 80% on review aggregate website Rotten Tomatoes, indicating it's still the best-reviewed of the prequel trilogy.

That said, British Radio Five Live critic Mark Kermode disparaged the movie, claiming that Lucas "could not direct traffic". The sentiment was reflected in the opinion of other reviewers, including the late Philip French of The Observer. He remarked that "imagination is not the strong suit of Revenge of the Sith".

However, the revered critic Roger Ebert cited the movie as an improvement on Attack of the Clones. He reasoned: "If [Lucas] got bogged down in solemnity and theory in Episode II: Attack of the Clones, the Force is in a jollier mood this time, and Revenge of the Sith is great entertainment."

Similar plaudits came from The Washington Post's Stephen Hunter, who raved: "Revenge of the Sith is a brilliant consummation to a promise made a long time ago, far, far away, in a galaxy called 1977."

The contradictory response to the movie is embodied by its mixture of box office success and 'success' at the Golden Raspberry Awards (used to reward the year's worst movies). Although the film grossed $848 million worldwide, making it the second-highest-grossing Star Wars movie after The Phantom Menace, Hayden Christensen picked up his second Razzie for his derided portrayal of Anakin Skywalker. Further complicating the mixture of plaudits, box office and criticisms was an Oscar nomination for Best Visual Effects.

The response to Revenge of the Sith embodies the response to the prequel trilogy as a whole. There was clearly a desire from audiences for this important section in the Star Wars saga to resonate emotionally – this is reflected in the box office totals for all three movies. And yet, despite the inherent nostalgia and goodwill towards the Star Wars mythology, the weaknesses in their scripting and design couldn't be ignored.

This would be the last time George Lucas would helm a movie in his own franchise, making Revenge of the Sith an important watershed moment in pop culture history. Barring the odd movie spin-off, everything went dark in the galaxy for a decade, and in 2012 Lucas sold his Lucasfilm rights to Disney.


What was the next movie in the Star Wars saga?

It would be 10 years before Star Wars returned to the big screen with The Force Awakens, directed by J.J. Abrams.


When is Star Wars: The Rise of Skywalker released in the UK?

Star Wars: The Rise of Skywalker is released in Cineworld on the 19th of December. Tweet us your favourite Star Wars moments @Cineworld.