Ossus Library Index
Science Fiction Movie Index


Directed by George Lucas
(2005, 20th Century Fox)

Star Wars: Episode 3

Starring Ewan McGregor, Natalie Portman, Hayden Christensen, and Ian McDiarmid

As the end of the Clone Wars nears, a young Jedi is seduced to evil and democracy becomes an Empire.


-- 11th viewing (Download)
May 19th, 2022


Finally, it seems that Lucas learned his lesson. I don't think the movie is great because it's dark, but because it has good dialog and excellent acting, even from Anakin (for the most part). There are still logic holes, and I once again could have done without R2D2's Three Stooges routine with the enemy droids. But the story is so nicely tied together, and there are some incredible beats that I can gloss over the weaker parts. The opening battle to get to Grievous' ship was a terrific way to start us off, but probably the most powerful moment is when Anakin is approaching the Jedi Temple with his batallions of troops. Chilling! I still don't think experienced Jedi like Ki Adi Mundi or Plo Koon could have been caught so off guard as they were by Order 66. Yoda felt it early, but I can't believe he was the only one, expecially of the Council. Anakin's initial slide to the Dark Side works (after killing Mace, he can't return to the Jedi), but his belief in the plot doesn't -he didn't hear Mace say the Jedi would have to take control of the senate (illogical), and it should take more than just Palpatine's word to convince him that everyone, including younglings, were evil. Just a few more lines of dialog could have fixed that. Once again, Obi-Wan is the real star of this movie -I loved his arrogance in attacking Dooku and Grievous.


-- 10th viewing (Download)
July 31st, 2020


Definitely the best of the Star Wars prequels. There are problems, as usual, which I've outlined elsewhere, but the story, the production, and effects were great. Anakin has learned to act, though Padme had little to do. The opening scene is one of the best, straight into the battle, and the lightsaber fight in the lava pits was terrific.


-- 9th viewing (Blu-Ray)
August 7th, 2014


My favorite part of this movie, I think, is the opening scene, where we start out in a seemingly calm environment, only to emerge into a full-blown battle once the cruiser stops blocking our view. The acting is better in this one than the other prequels, but probably only because the actors have finally found their place in this universe. But I still find Anakin to be too whiny, and Mace too moody, maybe more to do with the dialog they're given, but maybe not. I still can't figure out why Yoda would give up, when the Emperor was left hanging from a Senate box, but maybe he doesn't get to fight much anymore, and he realized he was out of his depth. Aside from the opening scene, the visuals and music were amazing, also.


-- 8th viewing (Blu-Ray)
March 31st, 2014


Still a lot of fun, but as I noted below, the full enjoyment depends on a few factors that might depend on my mood as I watched the movie.


-- 7th viewing (Blu-Ray)
August 10th, 2012


There is so much to like in this movie -awesome once again.


-- 6th viewing (Blu-Ray)
January 3rd, 2012


Once again, I think this was a great movie, and I think the final rating depends unconditionally on how believable Anakin's turn to the Dark Side was. I wish Yoda hadn't given up so easily, though he was understandably beaten. It's too bad they couldn't organize a group of Jedi to form a resistance. The novels are so unsatisfying in that respect. Still, I love the music, and the lightsaber battle, and the opening space battle. They make the whole movie worthwhile.


-- 5th viewing (DVD)
July 9th, 2009


Truly a great Star Wars movie. The special effects were truly spectacular. I especially loved, this time around, the opening space battle and the lightsaber fight at the end. I get more out of this movie every time I see it.


-- 4th viewing (DVD)
June 2nd, 2007


I remembered this film fondly, and it was better than I expected. There were a lot of subtle clues to the future scattered throughout. I thought Anakin's turn to the Dark Side went better this time. I suppose because I was expecting it more. But Sidious plays him so well, skimming his thoughts so he knows about the things Anakin won't tell anybody. He probably also has Padmé's apartment bugged, knowing how close the two are. He sowed the thought that the Jedi were staging an uprising, so Anakin had no choice but to confront Windu, not expecting the Jedi leader to be killed. It was also a mirror image of the opening confrontation with Dooku. Anakin didn't think he should kill the Separatist leader, but did it anyway, possibly even taking a Force-nudge from Palpatine. When Windu argued the same way against Palpatine, that he was too dangerous to keep alive, Anakin couldn't make the same judgment twice.

But Anakin's acceptance that every Jedi, even the younglings, were in on the plot to take over the Senate, is a very large leap of imagination, and is hard to accept. The Dark Side has certainly twisted his mind if he can convince himself of that.

The dialog in this movie was much better than in the previous one, and the action scenes, especially the opening space battle, were outstanding. A truly enjoyable Star Wars movie.


-- 3rd viewing (DVD)
November 5th, 2005


Unfortunately, this movie didn't translate so well to the small screen. I found the action just as good as in any of the Star Wars movies, but the grand visuals just didn't make it so well.

It seems to me that the Jedi really deserved what they got. They were a very judgmental, arrogant and condescending group of people. Mace Windu was the worst of the lot. He obviously didn't like Anakin, but that's no reason to treat him like dirt. Why should the Jedi take control of the Senate if Palpatine was arrested? That makes no sense. Try taking a group of senators like Padmé, Mon Mothma and Bail Organa instead. Restore democracy. Even Obi-Wan didn't voice his fears about Palpatine enough to Anakin. I would have liked to see him and Anakin have a real discussion about the issue.

Yoda walks into Palpatine's office completely unprepared for a confrontation. He knows that the Emperor is a Sith, and probably the Master to the one who defeated Qui-Gon Jinn. He also managed to deflect the Force lightning from Count Dooku in Attack of the Clones. So why was he caught off guard and knocked nearly unconscious by Darth Sidious' actions? It is very disappointing.

What I would have liked to see in that confrontation was a good fight between Palpatine and Yoda. Palpatine thinks that the Dark Side can help him to easily defeat Yoda- he has no doubt about his victory. But Yoda is actually stronger. If Yoda had not made some very stupid mistakes, then he would have won the confrontation easily (well, not easily, but he would have won, anyway). Sidious' expression of surprise when Yoda returned a Senate box to him with the Force tells a lot. He didn't expect any resistance. Yoda, in the prequels, is just as arrogant as the rest of the Jedi, however. I suppose he had lots of time to think about it on Dagobah, but when I think about it, he is not much more humble, and still quite arrogant to Luke in The Empire Strikes Back.

Speaking of Yoda, I watched the rap Easter Egg, which was cool, but would have been funnier if he hadn't tried to sing. I liked his break-dancing.

The next time I watch the movie, I will try to express some more of the aspects that I liked, rather than complaints.


-- 2nd viewing (Theatre)
June 16th, 2005


I don't usually see a movie twice in three weeks, but made an exception this time. As a result, the movie didn't gain or lose anything. I was still thinking it over from the first time.

This review, however, will contain major spoilers.

I have no desire to discuss everything that happened in the movie. That will undoubtedly come with time as I watch and re-watch it in the years to come. I still think that Anakin's fall to the Dark Side of the Force happened too quickly. But it felt a little more believable, given that I knew it was coming. Mace gave him no choice, I see, but to choose sides.

The opening battle was one of the most spectacular things about this movie. I loved the way the movie opened, making us think that these are two craft just on patrol. Then, everything breaks loose! When I saw Star Trek: Nemesis, I noted that nobody would have believed all the black dust of destruction if we had not witnessed the World Trade Center collapse repeated so many times. Reality shapes art. In this case, the falling ship burning up in the atmosphere reminded me a lot of the space shuttle Columbia's disintegration. The actual crash-landing looked like it occurred over too short a range, though. At that speed, with that mass, I thought the ship should have skidded more like Enterprise-D did in Star Trek Generations. Still, I enjoyed Lucas' directing choices, especially when a tower collapsed, and we stop following the ship to watch it collapse, then return to our focus.

Listening to Palpatine speak in the opera house, I tried to pay more attention to his story, to get more details. There is no doubt in my mind that he and his former master are the Sith he is talking about. He undoubtedly killed his master, as Maul and Dooku would have done given enough time. (Vader also killed his master, but not because he was a Sith -because he suddenly became an enemy to the Sith.) It also occurred to me that Palpatine implies that his master had created Anakin! If he could influence the midi-chlorians to create life, maybe he tried to bring about the prophecy that the Jedi cling to, and bring balance to the Force from his perspective. After all, the Light Side of the Force had more influence at this time. Balance means bringing the Sith to power. The Jedi never gave any indication as to what they thought "balance" meant. If Sidious' master created Anakin, then Luke is probably the one the prophecy spoke about. Of course, he doesn't really bring balance until the end of the New Jedi Order.

It also appears that Palpatine knew about Qui-Gon's survival in the realm of the Force. "Only one has defeated death" says that he knows it can be done, but doesn't know how. In A New Hope, I believe that Vader was surprised as Obi-Wan disappeared, and started searching for the living Force connection himself at that time. He was successful by the end of Return of the Jedi, though it appears that he kept the information from Palpatine.

I mentioned below that there appears to be an inconsistency with Return of the Jedi. I laughed at how quickly Padmé gives names to her children. We are led to believe that she died very soon after birth. I suppose Leia's Force-connection allowed her to remember "images", even though Luke didn't. But the dialog implies that Leia got to know her mother at least for a couple of years. Of course, we are always looking at these things "from a certain point of view".

There is also the question of the Death Star. The movie Contact implies that governments will always build two of the most expensive things instead of just one, so I suppose there could have been two Death Stars under construction, or started only a couple of years apart. Otherwise, it took twenty years to get the first one working, only only a few short years for the second.

The only really unconvincing moment in the movie, aside from my inconclusive remarks about Anakin's fall to the Dark Side, comes when Obi-Wan allows Anakin to live long enough to burn up. If he was so close to Anakin, how could he let the young man burn to death in such agony? In character, I think Obi-Wan would have had to put his sword through Anakin's vitals to put him out of his misery. It doesn't seem natural, even if we suppose that Obi-Wan couldn't bear to kill his friend -he did, in fact, give the mortal blow (if, in fact, Anakin had died, that is...).

Aside from the questions that this movie raises, which will undoubtedly be explored in the expanded universe of novels and comics, I liked all the action, and the lightsaber fights -and there were a lot of those! Palpatine's fight with Yoda was properly over-the-top, as he started throwing senate boxes around! I wonder how they cleaned it up so quickly, though, for the next scene.

And the action is what we go to see a Star Wars movie for. This was definitely the best of the prequels, though the original trilogy will always be better to me. In those three movies, we were not overwhelmed by effects, and we had great character moments. This was pure whirlwind.


-- 1st viewing (Theatre)
May 29th, 2005


I've said this about all of my favorite movies, and especially the Star Wars movies: there was just way too much to get a grip on in one viewing. When asked about my opinion, I just can't give a proper one, because so much happened, both good and bad (in terms of a movie, not necessarily plot).

I decided to give the movie the benefit of the doubt with my rating. It certainly was good, and is without a doubt the best of the prequels. And yet, everything went about as expected, with very little in the way of surprises, like for example, the side of the war the Clones were on in Attack of the Clones.

I will try to keep this review free of spoilers, at least for the first time. However, because of the very nature of the movie, being a middle to which we know the end, there are some things that I do not consider to be spoilers, and I will discuss them below.

Without giving away spoilers, there is very little specific to say. We know how the movie has to end: Anakin turns into Darth Vader, Luke and Leia are born, the Emperor takes control of the Republic, and all the Jedi have to die, except for Obi-Wan and Yoda. We know this going into the very first Star Wars: A New Hope. The important role of the movie is to tell us how these things happen.

To the first point, I have to say that I wasn't convinced. Anakin accepted the role of Sith Lord too easily. He accepted Palpatine's proposal, but that didn't mean he had to embrace the deaths of everything he held dear. Would the younglings be in on the "plot"? Would every single Jedi? It seems unlikely. Surely Anakin could have tried to mold the others to his new lifestyle? Also, because we know now who Anakin is, I think it takes away from the very powerful line in The Empire Strikes Back, where Vader reveals his identity. It also adds a little bit of something different.

The second point comes in the form of Padmé's pregnancy. As a result, Natalie Portman doesn't get to do much of anything in this movie. She stands around and has good facial expressions, but doesn't even get much talk in as a senator. The timing also seems very strange. Padmé says that the Queen surely wouldn't let her continue as senator when she finds out about her "condition" -which implies that most people don't know. Yet she is visibly pregnant through most of the movie, and gives birth at the end. I can't see the events of this movie as taking so many months, however -weeks at most.

On the third point, Palpatine's manipulation makes a lot more sense in this movie than the other two. It didn't require a huge combination of favorable circumstances like Obi-Wan tracing an unknown dart from a bounty hunter who hired an assassin who wasn't supposed to be caught... The glee on the Emperor's face when he assumes power is actually quite funny. He is in his element, and knows it. His glee continues into a couple of lightsaber fights, too!

Finally, regarding the fourth point, we get some cool scenes. I suppose having ordered the clone army in the first place, Palpatine had some hidden commands embedded within them. I was disappointed to see Aayla Secura go down without sensing anything at all. She was such an amazing Jedi in the comics, especially Rite of Passage. It's nice to see Lucas acknowledge the expanded universe stories- even Quinlan Vos was mentioned at the beginning. Only Yoda sensed the betrayal, but I wonder if that was due to the pain he felt for the others before his turn came. I loved the looks on the Wookie's faces as they took in the scene: Oh, well, we don't ask questions!

The main characters, although they mostly take a backseat to the action sequences, are very well drawn. By main characters, I mean, Anakin, Obi-Wan and Palpatine, in that order. Hayden Christensen is terrific as Anakin, except in a few small scenes. He doesn't seem to do grumpy very well here, but he knows what he should be doing, and even though he is reluctant, he does it. But he seems to be quite handsome, and his footwork and lightsaber technique were awesome. I suppose that his lack of practice by the time of A New Hope (with no Jedi to battle) would "explain" why his technique looks so bad comparatively speaking!

Ewan McGregor once again becomes Obi-Wan, the only character who I can see as a growing from young man to old man through the six movies. The actor did an amazing job, once again, of becoming Alec Guiness. He also has terrific lightsaber technique, whether it's battling battle droids, the new villain General Greivous, or his old Padawan, Anakin.

The Emperor gets to shine now. He gets so many action sequences, against more than one Jedi. When his plans finally come to fruition, he no longer has to hide. In a scene we've probably all waited for, he and Yoda battle, and the look on his face is priceless!

Compared to the previous two prequels, the dialog in this movie was much better. In fact, a lot of it was recycled from the original trilogy. There is the standard "bad feeling", but so many other lines were used in proper context, reminiscent of the three original movies. There was also an infamous line most recently used by a certain US President. I'm not sure it was appropriate, but Obi-Wan wonderfully responds "only the Sith deal in absolutes" (essentially making him a Sith by using this absolute statement).

We get to visit so many planets in this movie, though some of them are only seen briefly as the clone troopers turn into stormtroopers. We didn't get to see enough of Kashyyyk, as far as I'm concerned. Lucas has always said that the Battle of Endor was a substitute for a big battle on the Wookie planet in his original conception. This was nothing of the sort; just some long shots of Wookies and battle droids clashing together on a beach -where are the so-tall trees hundreds of stories above the ground? Still, other locations were very impressive. Mustaphar was amazing, an actively volcanic planet where the final showdown takes place. Where Obi-Wan takes on Grievous was also impressive, and I liked his dragon-like mount.

Coruscant was beautiful as ever -actually more so than in Attack of the Clones. The opening space battle was as amazing as the final one in Return of the Jedi. I prefer the long shots of that movie, however, to the myriad close-ups we get here. Although I like close-up shots sometimes, the best ones were those that showed the huge scale of the battle. Totally awesome.

R2D2 is a true hero in this movie, at least in the opening sequences. He can do just about anything! I wonder how he and C3PO were switched, though. R2 belonged to Padmé, while Anakin built 3PO. Here they have switched owners.

I think part of the appeal of the original trilogy is the chemistry between the three main characters, who share almost the entire journey together (with the exception of Luke's training in Empire and his confrontation with the Emperor in Return of the Jedi). They felt very natural, and relied on each other. That didn't exist in the first two prequel movies, and it only exists in part here. At least in Attack of the Clones Padmé, Anakin and Obi-Wan fought side by side at the end. Here, Anakin and Obi-Wan complement each other perfectly at the beginning of the movie, in every aspect. That made the betrayal so much more difficult. Their friendship was obvious throughout, and the pleading request Obi-Wan gives Yoda near the end was heart-wrenching. Yet we never get all three together in a natural setting where they can interact like Luke, Leia and Han always did.

(There also seems to be an inconsistency with one scene in Return of the Jedi between Luke and Leia on Endor. I can't reconcile it properly... but I'll save discussion on that for a later time. I also want to comment on Qui-Gon's trick, but that will also wait. I wish we got to see him.)

Still, this was one blood-pumping action movie, more so than any of the others. It was entertaining, and there was lots to see, and not much to complain about. When considering that this is the last Star Wars movie (not including TV shows that seem to be in development), it certainly went out with an impressive bang. All in all, I can honestly say that I liked it a lot.


Back to Top

All reviews and page designs at this site Copyright © 1999 -  by Warren Dunn, all rights reserved.