Star Wars has been quite the rollercoaster of a franchise over the last 45 years. The original three films are beloved as one of the best film trilogies of all time, while the rest of the series has expanded the universe exponentially with new characters, stories, and overall directions for the brand. Currently, Star Wars is undergoing the highest output of live-action material since its inception. Almost ironically, though, none of this output is on the big screen. The last Star Wars movie to hit theaters was Episode IX – The Rise of Skywalker back in 2019. Since then, the brand has shifted almost exclusively to live-action and animated series for Disney+.

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This year alone, there have been three separate live-action series, based around the characters of Boba Fett, Obi-Wan Kenobi, and Cassian Andor, respectively. The most recent of which, Andor, is widely being proclaimed one of the most methodical and mature stories to ever be released under the Star Wars banner. Beyond that, there have been animated series such as The Bad Batch, Tales of the Jedi, and Visions that have further expanded other unexplored stories of the universe. These shows that have been released on Disney+ are the latest in a long line of new Star Wars material that Lucasfilm has produced since its acquisition by Disney in the early 2010s. While some of this new material has been great, some of it, such as the newest trilogy in the Skywalker Saga​​​​​​, has heavily divided the fans over the question of its quality.

The question of quality isn’t a new one for Star Wars, though. The trilogy of prequel films that George Lucas directed in the early 2000s has long been the recipient of relentless loathing and discussion among fans. Some fans believe the prequels are an undercooked mess that utterly fails to recapture the magic of the original trilogy, while others think they are some of the greatest additions into the galaxy far, far away that has ever been seen. In reality, the truth lies somewhere in the middle. While there are certainly some aspects that make it understandable why fans were upset, there are also many parts of the prequels, particularly in Episode III – Revenge of the Sith, that stand tall as some of the best Star Wars material to grace the screen. Here are some of the good and not-so-good elements of the third film in the Star Wars prequel trilogy.

Not-So-Good: George Lucas’ Writing

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One of the most consistent issues among the entire prequel trilogy is the lackluster screenwriting and dialogue. Although Revenge of the Sith doesn’t quite get into the same kind of super cringey space that Attack of the Clones does, the writing of Episode III still leaves a lot to be desired. Lucas is one of the best creative minds of the last century; there’s no doubt about that. The world and overarching story that he created with his two Star Wars trilogies is the stuff of legend. However, it’s no secret that Lucas isn’t the best at executing his brilliant ideas.

The overall story of Revenge of the Sith is excellent, and it’s upon the strength of that core story that the film is still able to stand tall as the best of the prequels and one of the better films in the franchise as a whole. With that said though, the quality of the dialogue certainly doesn’t match that of the story. While that are great moments here and there, such as the conversation about Darth Plagueis and Obi-Wan’s final conversation with Anakin, on the whole, the dialogue is painfully on-the-nose. For as detailed and nuanced as the story is, the dialogue is blunt and not very well-thought-out. There’s not a lot of eloquence to it, and it often feels clunky and out of place. The cast of the film is able to sell the lines as best they can, but there are some parts that are unsalvageable. “No, no, it’s because I’m so in love with you,” “Don’t make me kill you” and Darth Vader’s infamous final “Nooooooooo!” come to mind as just a few examples.

Good: John Williams’ Score

John Williams is a legend of the Star Wars franchise. His work across the entire series is some of the most iconic, definitive and consistently praised material to come from the brand. While his scores for the original trilogy were what established his reign over the series, his work across the entire prequel trilogy is the stuff of legend. Williams’ scores for all three of the prequels are truly phenomenal. His score for Revenge of the Sith, in particular, might just be an all-time best for the series. To reiterate, as blasphemous as it may seem to say, Williams’ music in Episode III solidly rivals and often surpasses that which he composed for the original trilogy.

The score for Revenge of the Sith perfectly captures and reflects all the excitement, tragedy and grandeur of the story. Whether it be action sequences such as Obi-Wan Kenobi’s pursuit of General Grievous on Utapau or the more emotionally-heavy moments such as Padmé’s recognition of Anakin’s betrayal, every moment is perfectly scored for maximum emotional resonance. Williams’ music brings an additional weight to the film that elevates it to a whole new level. There’s a regality to the music that makes the film feel like so much more than just another science fiction epic, but rather something that is genuinely worthy of the Star Wars name.

One of the standout tracks on the soundtrack is “Anakin vs. Obi-Wan,” which captures the intense emotion of the central duel while also incorporating many of the other themes and motifs of both the prequel trilogy and the original trilogy. Other powerful moments in the score are “Anakin’s Betrayal” and “The Immolation Scene,” which are both as haunting as they are heartbreaking. Among all of these incredible tracks, the one that stands head and shoulders above the rest is “Padmé’s Ruminations,” which underscores the major turning point of the film. The scene it accompanies is directly before Anakin’s fall to the Dark Side is completed, as Padmé looks out upon the city-planet of Coruscant and mourns what has become of the Republic, the Jedi Order and the man that she loves. There are no words spoken in the scene, as Williams’ music communicates everything the audience needs to know. It’s tense, it’s heart-rending, and it’s one of the most emotionally and visually striking scenes the film has to offer. Not only is it one of the best scenes and musical moments in Revenge of the Sith, but it is also one of the standout moments of the entire franchise.

Not-So-Good: The End of the Clone Wars

Considering Episode II – Attack of the Clones ended with the beginning of the Clone Wars, one would imagine that Episode III would give a good look into the actuality of what that major galactic war became. While there is certainly plenty of Clone Wars action within Revenge of the Sith, much of the politics and inner workings of the war are completely omitted. Most of the film is focused on the conclusion of the war through various battles. The several years of the war’s peak have been completely skipped over to get to the final few months of the conflict. One of the key leaders of the Separatist forces, Count Dooku, is killed off within the first 20 minutes or so, and the rest of the film is spent wrapping up any other loose ends as the Republic solidifies its victory.

Now, the big elephant in the room here is the Star Wars: The Clone Wars animated series, which is completely dedicated to filling in this timeline. As child-oriented as a lot of the early material in that show is, over the course of its seven seasons, The Clone Wars gradually builds into some of the best Star Wars material ever produced. It gave an incredible inside look at all the minutia of the war, as it detailed different major and minor battles, the overall strategies of the opposing forces, and many of the different “heroes on both sides” that are alluded to in the opening crawl of Revenge of the Sith. It even explores much of the grey area in-between the Republic and the Separatists, all while fleshing out Anakin, Obi-Wan and a myriad of other heroes and villains into three-dimensional and compelling characters. The show is undoubtedly must-watch material for any Star Wars fan.

However, the incredible quality of The Clone Wars only accentuates this issue in Revenge of the Sith. There was so much great story and drama to be mined from the Clone Wars, and Episode III doesn’t dive into that nearly as much as it could have. As awesome as it was to see that material in the animated show, it could have been even better to get it in a live-action film format. While Dave Filoni and the rest of the Clone Wars team did an incredible job of building up and then leading that show directly into the events of Episode III, there are many elements of that show that probably should have just been a part of Revenge of the Sith to begin with, rather than having to be retroactively added into the story through animation later on.

Good: The Fall of Anakin Skywalker

As the culmination of the Star Wars prequel trilogy, the main event of Revenge of the Sith is the fall of Anakin Skywalker to the Dark Side of the Force and his renaming to the Sith Lord, Darth Vader. If Episode III didn’t nail this transition from Anakin to Darth Vader, then it’s likely that the entirety of the prequel trilogy would have collapsed along with it. Thankfully, though, with as many other issues as the prequels have, Anakin’s fall in Revenge of the Sith is not one of them. Lucas has referred to Episode III as a tragedy, with Anakin’s fall partially inspired by the tragedy of Faust. When watching the film, it’s easy to see why.

Revenge of the Sith is easily one of the most adult stories to come from Star Wars. As Anakin, the protagonist whom this trilogy is centered entirely around, begins to go down a darker path in an attempt to save what he loves. In his mind, he’s only trying to do what is right. He wants to save his wife, Padmé. He wants to put an end to the suffering that the Clone Wars have brought. As he says in one of his final conversations with Obi-Wan, he wants peace, freedom, justice and security for the galaxy. However, the evils of Chancellor Palpatine have twisted him, and by pursuing these ideals Anakin becomes the very thing that he believes he is fighting against.

Although the character of Anakin wasn’t handled the best in the previous two films, his characterization in Revenge of the Sith is what really makes the film work. Lucas nailed the landing with the character in this climactic chapter of the prequel trilogy, as Anakin became one of the most complex and tragic characters in the entire Star Wars canon. His descent in Episode III is genuinely heartbreaking to watch, and it’s even more affecting with the added development and context that was brought to the character through The Clone Wars series. Hayden Christensen is outstanding in the role, as he really embraces the deeply saddening nature of the character and uses that to fuel a devastating performance as he delivers some of the most memorable moments of the entire series. In order for the prequels to work, Anakin’s fall in Episode III needed to carry this immense emotional weight, and Lucas and Christensen certainly fulfilled that promise and potential.