Star Wars: Episode III - Revenge of the Sith (2005): Cast, Plot and Ending Explained

Star Wars: Episode III - Revenge of the Sith begins three years into the Clone Wars, when General Grievous kidnaps Chancellor Palpatine and Obi-Wan Kenobi and Anakin Skywalker fly to rescue him over Coruscant. The Republic is stretched thin by that point, so the rescue is a full battle above the capital world rather than a quiet extraction.

Back home, Padmé Amidala tells Anakin that she is pregnant, and he begins to have dreams of her dying in childbirth. Those dreams drive much of what follows, because Anakin is a man who believes he can prevent a loss if he only finds enough power. The Jedi Council then makes him the Chancellor's representative but refuses him the rank of Master, and asks him to spy on Palpatine, a request that sits badly with someone who already trusts the Chancellor more than the Council.

This opening is where the prequel trilogy stops being a war story and becomes a story about one friendship under pressure. The earlier films lay the groundwork in Star Wars: Episode I - The Phantom Menace and Star Wars: Episode II - Attack of the Clones.

Revenge of the Sith tells of Anakin Skywalker's fall to the dark side as Darth Vader, the killing of the Jedi through Order 66 (the command for clone troopers to turn on them), the birth of the Empire, and the death of Padmé Amidala after she delivers the twins Luke and Leia. The summary below reveals the whole film.

The war reaches Coruscant first. Obi-Wan and Anakin free Palpatine from Grievous's flagship, and in the duel that follows Anakin kills the unarmed Count Dooku because Palpatine urges him to. At home, Padmé tells Anakin she is pregnant, and he is haunted by visions of her death. The Jedi Council places him on the Chancellor's staff, withholds the rank of Master and then asks him to spy on Palpatine, which angers him.

The story splits in two. Obi-Wan tracks Grievous to Utapau and destroys him. On Coruscant, Palpatine tells Anakin that the dark side can give him the power to save Padmé. Anakin then learns that Palpatine is the Sith Lord Darth Sidious and tells Mace Windu. Windu goes to arrest Palpatine, Anakin intervenes, and Windu is killed. Anakin kneels to Palpatine and is renamed Darth Vader.

The Republic falls within hours. Palpatine issues Order 66, and clone troopers across the galaxy kill most of the Jedi. He declares himself Emperor and turns the Republic into the Empire, while Anakin travels to Mustafar and murders the Separatist leaders.

Mustafar is also where the friendship breaks. Obi-Wan follows Padmé there, and Anakin, believing she betrayed him, chokes her. Obi-Wan and Anakin then fight a long duel across the volcanic planet, and Obi-Wan leaves Anakin horribly burned. Palpatine rescues him, and Anakin is rebuilt in a black armored suit.

The last turn belongs to the survivors. Padmé gives birth to Luke and Leia and dies. Yoda confronts Darth Sidious and must retreat. The twins are hidden apart: Luke goes to Owen Lars on Tatooine under Obi-Wan's watch, and Leia goes to Bail Organa on Alderaan.

Star Wars: Episode III - Revenge of the Sith premiered on May 15, 2005, at the Cannes Film Festival in Cannes, France, out of competition, with a press screening at the Grand Theater Lumiere.

The US release date was May 19, 2005, and release dates in the UK and Australia are also listed as May 19, 2005. The film carries a PG-13 rating in the United States, 12A in the United Kingdom and M in Australia, according to TMDB.

If you want to place it among the other films, it is the sixth film released. In chronological order it follows Star Wars: The Clone Wars (2008) and is followed by Solo: A Star Wars Story. Our Star Wars movies in order page shows both sequences side by side.

Revenge of the Sith ends with Padmé Amidala dead, Anakin Skywalker sealed in the Darth Vader suit, Luke Skywalker hidden on Tatooine and Leia Organa taken to Alderaan.

Here is where each character lands:

• Anakin Skywalker: sealed into the Darth Vader suit as the Emperor's apprentice.
• Padmé Amidala: dies after giving birth to Luke and Leia.
• Luke: carried by Obi-Wan to Tatooine, where he is raised by Owen Lars.
• Leia: taken by Bail Organa to Alderaan.
• Obi-Wan Kenobi: goes into hiding, watching over Luke.
• Yoda: fights Darth Sidious, must retreat and goes into hiding.
• Palpatine: rules as Emperor and watches the early construction of the Death Star with Vader.

Why did Yoda go into exile? In the film, he fights Palpatine and must retreat, and after that the surviving Jedi hide.

The Mustafar duel is the hinge of the ending. Obi-Wan and Anakin fight a long duel across the volcanic planet, and Obi-Wan leaves Anakin horribly burned. The production context explains why the setting feels physical. According to StarWars.com's fun facts, cameraman Ron Frickle filmed Mount Etna after its November 2002 eruption, and ILM combined that footage with digital work for Mustafar. The same source says Steven Spielberg directed previsualization animatics for this duel, along with the Utapau chase and the Yoda versus Sidious duel, before he filmed War of the Worlds. Both of the film's big duels at the end, Obi-Wan against Anakin and Yoda against Sidious, were therefore planned in animatic form before the shoot.

The film's digital high definition cameras (per the production history on Wikipedia) mattered here too. Footage reached the editors on the day it was shot, which suited a finale that cuts between Mustafar, the Senate, Padmé's labor and the Emperor's reveal.

Compared with the rest of the series, this ending does something the other two prequels do not. Star Wars: Episode I - The Phantom Menace and Star Wars: Episode II - Attack of the Clones sit first and second in story order and end on open conflict. This film is fourth in chronological order and closes the loop by handing off to the original trilogy. The shot of Palpatine and Vader watching the early construction of the Death Star leads toward Star Wars, and the film already credits Wayne Pygram as Governor Tarkin. The hidden twins, Luke on Tatooine and Leia on Alderaan, are the setup that the later films pay off.

The ending also echoes an earlier beat of this film. Anakin kills the unarmed Count Dooku at Palpatine's urging early on, and by the end he is the Emperor's apprentice, rebuilt after Palpatine rescues him from Mustafar.

In my opinion, the ending works because it splits the family on purpose, with the twins separated and the father sealed away, so that each later film has a reason to bring them back together. It could be argued that the Mustafar duel is the stronger set piece, since the long fight across the volcanic planet ends with Obi-Wan leaving Anakin burned, but the quiet cut between the Death Star and the two hidden babies is what carries the story forward.

The film has no post credit scene, so there is nothing to wait for once the final image fades.

Revenge of the Sith was filmed mainly on soundstages at Fox Studios Australia in Sydney, with principal photography running from June 30 to September 17, 2003. Additional photography followed in 2004 and 2005 at Shepperton Studios and Elstree Studios in England.

Location footage came from Phuket in Thailand, China, and Mount Etna in Italy. Phuket supplied limestone mountain scenery used for Kashyyyk, and China supplied mountain and water photography that was also used for Kashyyyk. Mount Etna provided volcano footage used for Mustafar, which cameraman Ron Frickle filmed after the volcano's November 2002 eruption. Industrial Light & Magic then combined that footage with digital work.

In plain terms, most of the film was built inside studios, and the real locations were used as raw material for digital environments.

Matthew Wood of Skywalker Sound voiced General Grievous after Gary Oldman was reported to have dropped out of the role. Wood auditioned anonymously under the initials A.S. The Oldman detail is a report, not a confirmed fact.

• A full size dummy of Ewan McGregor as Obi-Wan was built so Hayden Christensen could carry it in the Invisible Hand sequence.
• Most Wookiees were played by very tall Australian professional basketball players, with Peter Mayhew as Chewbacca.
• Ian McDiarmid had laryngitis while delivering the Darth Plagueis speech, which gave his voice a gravelly quality.
• The film was shot with digital high definition cameras, so footage reached the editors on the day it was shot.
• Steven Spielberg directed previsualization animatics for the Mustafar duel, the Utapau chase and the Yoda versus Sidious duel before he filmed War of the Worlds.