Anakin Skywalker (Hayden Christensen) standing among clone troopers in a dark corridor
Film review

Star Wars: Episode III - Revenge of the Sith

2005 · Directed by George Lucas · 2h 20m · MPA PG-13

In a sentenceEveryone in the galaxy is in a meeting except Ian McDiarmid, who is having the time of his life

The Clone Wars are ending. Above the city-planet Coruscant, Jedi Knights Anakin Skywalker (Hayden Christensen) and Obi-Wan Kenobi (Ewan McGregor) fly into a battle to rescue Chancellor Palpatine (Ian McDiarmid), who has been kidnapped by the Separatists and is held aboard a flagship where Count Dooku (Christopher Lee) is waiting for them. Back on Coruscant, Anakin’s secret wife, Senator Padmé Amidala (Natalie Portman), tells him she is pregnant. Palpatine, who has held emergency powers since the war began, appoints Anakin his personal representative on the Jedi Council; the Council, led by Mace Windu (Samuel L. Jackson) and Yoda (voice of Frank Oz), refuses him the rank of Master and asks him instead to spy on the Chancellor. Anakin is caught between the men who raised him and the one who flatters him.

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Fi1m review

The last of Lucas’s prequels is the only one that works, and it works late. The first ninety minutes are meetings and love scenes written by a man who dislikes both; the final forty are opera, and they almost pay for the rest.

George Lucas has one job left in Star Wars: Episode III – Revenge of the Sith, and it is the job the prequels were sold on in 1999: turn a decent young man into Darth Vader and a republic into an empire, in 140 minutes, for an audience that knows exactly where this ends. He gets there. The final forty minutes are the strongest in any Star Wars film since The Empire Strikes Back (1980). The hundred before them are the prequels as we have come to know them, only with more meetings.

It opens well. David Tattersall’s camera follows two fighters in a single long swoop across a battle above Coruscant, through a wall of ships and gunfire, and for a few minutes the film has the pulp speed of 1977. Anakin Skywalker (Hayden Christensen) and Obi-Wan Kenobi (Ewan McGregor) bicker, board a flagship and find Count Dooku (Christopher Lee) waiting for them. Gavin Bocquet’s sets are the film’s steadiest pleasure: the Senate as a vast bowl of floating pods, Padmé’s flat with a sunset that seems to last for days, a city of sinkholes where the clone army lands on the walls like ants. Trisha Biggar dresses Natalie Portman in velvets and brocades so heavy she barely needs to move, which turns out to be convenient.

Because the script gives her nothing to do. Padmé is pregnant, frightened for her husband and confined to that flat, where she and Anakin tell each other how beautiful they are in the level voices of people reading from cards. Christensen is not a natural actor and Lucas does not help him; every line he is given is either an announcement or a complaint. He is better in silence. There is a wordless scene in which he and Portman stand at windows across the city from each other, and his face does what the dialogue cannot. It is the one moment in the first hour that feels like a film about people.

Ian McDiarmid is the reason to keep watching. Chancellor Palpatine spends the middle of the film taking Anakin aside, at the opera, in his office, in corridors, and telling him stories, and McDiarmid plays each one as a kindly uncle with something rotten just behind the smile. He purrs, he pauses, and when the mask finally comes off he has a wonderful time. McGregor, meanwhile, has quietly given the trilogy its best performance: he has found Alec Guinness’s cadence without doing an impression, and his Obi-Wan is dry, tired and fond, a man who knows the boy beside him is slipping and has no idea how to say so. Samuel L. Jackson’s Mace Windu is solemn to the point of furniture. Frank Oz’s Yoda gets one good fight and several sentences only he could make sound wise.

Then the turn comes, the one the title promises, and we will not describe how it is staged. What we can say is that Roger Barton and Ben Burtt cut the last stretch as two fights running at once, on two planets, and that John Williams gives them a choir and a brass line that rises through both. We had been bored through the Senate votes and the balcony scenes, properly bored. Then a montage of things going wrong across the galaxy at once, scored almost as a lament, caught us off guard, and we found we were moved, and slightly cross about it, because the writing had done so little to earn the feeling and Williams had done so much. The final duel, on a planet made of fire, is overlong and over-choreographed, and it still lands, because by then the film has stopped explaining itself.

Against Lucas’s own standard, Star Wars (1977) told a simple story and let the pictures do the talking. The Phantom Menace (1999) and Attack of the Clones (2002) told complicated ones and let nobody speak like a person. This one has the same trouble with words and then, in its last act, finds a way round it, mostly by cutting them. See it for McDiarmid, for McGregor and for the ending. It carries a 12A, and small children who came for the robots may find the last act harder going than the certificate suggests.

Critical consensus AI synthesised

64
Positive
14
Mixed
1
Negative
4
RogerEbert.com
19 May 2005 · ★★★½/4 · Roger Ebert
88

The film returns to classic space opera with spectacular action and effects that stimulate the imagination, making it a great entertainment despite weak dialogue.

Read the full review →
IndieWire
28 April 2025 · Christian Blauvelt
85*

The piece argues that time has been kind to the film, positioning it as George Lucas's most personal blockbuster and the best Star Wars movie overall due to its emotional depth and thematic resonance. It highlights how the prequel's messiness and personal vision contribute to its lasting appeal.

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Total Film
18 May 2015
80*

Flawed but enthralling, this is Star Wars’ darkest hour and sends the saga home on a high as the first among the prequels by a mighty stretch. It recaptures the magic of the franchise with pace, passion, purpose, and a jaw-flooring finale that crosses between duels and birth scenes with poetic cross-cutting.

Read the full review →
Vulture
25 April 2025 · Bilge Ebiri
80*

The review praises the film as the saddest and sincerest Star Wars entry, embracing bleak tragedy and the nature of evil in its second half while matching the saga's grim mood. It singles out the exploration of Anakin's rage and Palpatine's manipulation as particularly resonant.

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Evening Standard
10 April 2012 · Charlotte O'Sullivan
75*

Episode III is better than the other two much-derided prequels—leaner and funnier—while delivering a darker tale about power, control, and the dark side that functions as an adult movie for kids. Stylistic faults remain, including overload of technical trickery, cod language, and stagey acting, but Lucas redeems himself with this treatise that may frighten but ultimately welcomes viewers to the dark side.

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Empire
19 May 2005 · Colin Kennedy
70*

From a certain point of view, this is the best and most pleasing surprise in the saga, outclassing the earlier prequels with stronger effects, production design, and set pieces while addressing key myths. However, it is let down by rushed plotting, ludicrous dialogue, and an unconvincing dark-side turn for Anakin in the middle act.

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Straight answers AI written, from our review

Is Star Wars: Episode III - Revenge of the Sith worth watching?
Star Wars: Episode III - Revenge of the Sith is worth watching for anyone who has stayed with the prequels this far, and we scored it 67. The first ninety minutes are meetings and stiff love scenes; the last forty are the strongest stretch in the series since The Empire Strikes Back. See it for Ian McDiarmid, Ewan McGregor and the ending.
How long is Star Wars: Episode III - Revenge of the Sith, and what is it rated?
Star Wars: Episode III - Revenge of the Sith runs 2h 20m and is rated PG-13 by the MPA in the US. It is an adventure and action film.
Where can I watch Star Wars: Episode III - Revenge of the Sith in the US?
Star Wars: Episode III - Revenge of the Sith is streaming on Disney+ in the US, and it is also available to rent from Amazon Prime Video and Apple TV from $3.99. Availability is checked daily; the links above go straight to each service.
How does Star Wars: Episode III - Revenge of the Sith compare to Star Wars: Episode II - Attack of the Clones?
Star Wars: Episode III - Revenge of the Sith is the better of the two, though both share the same trouble: a romance so stiff it stalls the middle hour. Attack of the Clones has the more enjoyable set piece early on in its Coruscant chase; Revenge of the Sith has the far stronger ending, and McDiarmid and McGregor give it the performances the earlier film lacks.
Do you need to have seen the other Star Wars films before Star Wars: Episode III - Revenge of the Sith?
Star Wars: Episode III - Revenge of the Sith is not a place to start; it is the end of a trilogy and assumes you know who these people are and where they are heading. It works best if you have seen at least Attack of the Clones, and it lands hardest for anyone who knows the original 1977 film. Newcomers should begin elsewhere.
What should I watch after Star Wars: Episode III - Revenge of the Sith?
After Star Wars: Episode III - Revenge of the Sith, try The Empire Strikes Back (1980, Fi1m 92): The saga’s other dark middle chapter, and the one where people talk like people. Then Ran (1985, Fi1m 92): Kurosawa’s Lear: a kingdom torn apart by its heirs, in colour-coded armies; and Excalibur (1981, Fi1m 79): Boorman’s Arthurian cycle has the same brass, the same doom and better dialogue.
What order should I watch the Star Wars films in?
Release order is the safe choice for Star Wars, and it is the order our collection page lists them in. Star Wars: Episode III - Revenge of the Sith is number 6 of the 9 Star Wars titles on Fi1m; before it comes Star Wars: Episode II - Attack of the Clones and after it Star Wars: The Force Awakens. The full order.

Part of · 6 of 9

Star Wars

9 films on Fi1m · 1977–2019 · average 70 · best The Empire Strikes Back 92

All 9 in order

Cast

Awards

Academy Awards, 2006

Nominated
Best Makeup and Hairstyling

MTV Movie Award for Best Villain, 2006

Won
MTV Movie Award for Best Villain

Saturn Awards, 2006

Won
Best Science Fiction Film

If you liked this, try…

  1. The Empire Strikes Back (1980, Fi1m 92)The saga’s other dark middle chapter, and the one where people talk like people.

  2. Ran (1985, Fi1m 92)Kurosawa’s Lear: a kingdom torn apart by its heirs, in colour-coded armies.

  3. Excalibur (1981, Fi1m 79)Boorman’s Arthurian cycle has the same brass, the same doom and better dialogue.

  4. Andor (2022) · not reviewed yetThe Empire seen from the ground, with the politics this film only gestures at.

  5. Flash Gordon (1980, Fi1m 70)Space opera that knows it is silly and enjoys every minute of it.

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