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George Lucas found Episode III to be the toughest writing job of the prequels, as he had pretty much painted himself into a corner with the requirement to bridge the gap between Episodes II and IV.

Episode III was again shot in Australia, from June to September of 2003. The fact that the cast and crew was mostly unchanged from Clones would mean the transition would be smoother than the transition between Menace and Clones. Once again Lucas rushed though his least favourite part of the production, with shooting only taking 58 days.

While the story would features more planets than all the other Star Wars films, the only major new character would be the cyborg villain General Grievous, who had been introduced in the Clone Wars cartoon. The hi-tech design for his face was based on, ahem, a spray bottle nozzle. The original plan was to have an established actor voice the computer-generated character (Gary Oldman was reportedly in the running) but the eventual voice would be Lucasfilm employee Matthew Wood.

There was also debate over who would be in the suit for the return of Darth Vader. Many fans (and the actor himself) wanted Dave Prowse to return to the role, but Lucas eventually decided to let Hayden Christensen don the suit, despite the fact that he was significantly shorter than Prowse. Everyone turned up on set for the historic day when Christensen went into the Vader costume.

As with the other prequels, Lucas would continue to shape the storyline long after principal photography had finished. Pickups were shot at Shepperton in 2004, but the actual last scenes shot for the film (or for any Star Wars film) would take the saga right back where it started, to Elstree Studios.

When the title was revealed as Revenge of the Sith it met with almost universal fan approval (a first for the prequels). The teaser trailer for the film (just one this time) played off of the nostalgia factor by including scenes from A New Hope, as well as offering exciting glimpses of the long-awaited duel between Anakin and Obi-Wan and the birth of Vader.

Lucas had been saying for some time that he expected Episode III to be the least successful of the films due to its dark and tragic storyline, but this was exactly what most fans wanted. The excitement for the film approached Episode I levels as the fans and public alike awaited the last Star Wars film, the one that would tie the two trilogies together and make it one story.

There were many special events organised to celebrate the end of a 28-year film legacy, including a first ever screening of all six films in London with Lucas and other cast and crew introducing Revenge of the Sith. As with Episode I, Sith opened on May 19th, this time with a worldwide release.

War, war, war! The opening crawl lets us know we're in for some good old-fashioned star wars (though the reference to "heroes on both sides" is confusing and goes nowhere). In contrast to the last two episodes, Episode III begins with adventure right from the start that doesn't let up for about twenty minutes. Indeed, there are so many cliffhanger thrills in the opening sequence it could almost be an Indiana Jones film.

Anakin and Obi-Wan fly into action in their Jedi starfighters in a desperate bid to rescue Chancellor Palpatine from the clutches of the evil cyborg General Grievous (this is all helpfully explained in the opening scroll in case you missed these events in the Clone Wars cartoon).

The extended opening shot is incredible, finally matching the breathtaking opening of A New Hope 28 years earlier. The space battle that follows is epic and fast-paced with almost too much to take in. As Anakin says, echoing Han Solo, "This is where the fun begins".

Eventually, Anakin shoots out the shield generator for the battleship (why are those things always on the outside?) and the action switches to the Jedi battling their way inside the Trade Federation ship. R2D2 in particular gets to display more heroics than perhaps ever before. The only thing that may put off some people is that the battle droid voices are even sillier than usual.

This segment of the film is not only tremendous old school entertainment (what the beginning of Menace should have been) and visually stunning, it finally shows Anakin's amazing starpilot skills and his good friendship with Obi-Wan. It's a little sad in retrospect watching this light-hearted adventure before the darkness and despair that comes later.

Next comes the rematch with Count Dooku. This scene mirrors the Luke vs. Vader duel in Jedi, with the General's quarters even resembling the Emperor's throne room. Unlike his son, Anakin gives in to his anger and Palpatine's goading, resulting in a grisly end for the Count.

The action doesn't stop there, as there's also the introduction of Grievous and a superb crash-landing on Coruscant. After this breathless sequence, the film slows down for a while, but never becomes as boring as some critics have claimed.

Anakin and Padme are reunited (thankfully, the romance is less cringe-making than in Clones) and we learn that she is pregnant. This leads to Anakin having nightmares about her dying in childbirth. There are some great character scenes during this segment (in a Lucas film? Who'd have thought?).

One of the best is a discussion between Anakin and Palpatine at a strange ballet where Mon Calamari dancers swim though bubbles (dubbed "Squid Lake" by the crew, after the location was dreamed up to avoid another scene in Palpy's office). Palpatine tells Anakin about a Sith Lord named Darth Plagueis who learned to control the midichlorians (Lucas redeems the seemingly arbitrary inclusion of these microscopic lifeforms in Episode I) to both create life and stop people from dying.

Aside from giving Anakin another reason to turn to the dark side (to save his wife) the dialogue raises some fascinating topics, such as the fact that Palpatine undoubtedly murdered his own master, and Anakin's "virgin birth" may well have been engineered by the Sith. Indeed, in an early draft Palpy came right out and said he was Anakin's creator.

Another great scene comes later when Anakin and Padme unknowingly stare silently at each other across the vast cityscape of Coruscant as he makes his fateful decision to aid Palpatine. It says more than any of their dialogue can.

Anakin's final descent into darkness is aided by the absence of Yoda and Obi-Wan, who are involved in climatic battles on other worlds. Yoda visits the Wookiee home world and kicks some ass with the help of Chewie and friends. This sequence may just be Lucas pandering to the fans, but it's still great fun to see an army of Wookiees in action.

When Obi-Wan tracks down General Grievous on Utapau there's a chase scene that is reminiscent of the mine car chase in Indiana Jones and the Temple of Doom (no surprise, since Steven Spielberg helped Lucas design some of the action scenes in Sith). The Grievous vs. Obi-Wan duel also makes good use of some Sergio Leone inspired extreme closeups.

Perhaps sensing the danger of audience fatigue (there are five huge lightsaber duels in the movie, after all) Lucas comes up with a crowd-pleasing way for Obi-Wan to dispatch Grievous without using his sword.

Back on Coruscant, Mace Windu and the other Jedi finally confront Palpatine, who reveals himself as Sidious. It's easy to root for Mace to destroy the Sith Lord, even though we know that can't happen. Mace would have got away with it, too, if it hadn't been for that pesky Skywalker kid!

The start of the Jedi purge, Anakin accepting Sidious as his master and the choosing of the name Darth Vader all happen in this one breath-taking sequence. Some may complain that Anakin's turn to the dark side happens too quickly, but it's really been built up over three movies. Aside from his loyalty to Palpatine and his love of order, it is mainly his fear of loss that leads him to reject the Jedi and embrace the Sith as the only way of saving those he loves.

It's surprising that Anakin actually tries to do the right thing when he learns Palpatine is the Sith Lord they've been looking for, but tragically goes about it in completely the wrong way. We also learn the gruesome reason why Sidious looks so much older and deformed when we see him again in Jedi. To be honest, this is the most over the top scene in the film, with Ian McDiarmid at his campiest and some bizarre sound effects added to his dialogue, which may rub some viewers the wrong way.

From then on the story pulls no punches in depicting the extermination of the Jedi and Anakin's descent into hell. Sidious executes Order 66, which results in all the clonetroopers around the galaxy turning on their former Jedi allies. Clearly inspired by The Godfather (both here and in a later scene where Palpatine is declared Emperor while Anakin wipes out the Separatists) Lucas uses cross-cutting masterfully to show many of the Jedi we have to come to recognise from the prequels meet their sad fates. Interestingly, Order 66 was originally planned to start in Episode II, which would have made the Attack of the Clones subtitle more accurate.

For the body count geeks out there: Aayla Secura is shot in the back on Felucia, Plo Koon crashes on Cato Neimodia, Stass Allie (who bears a suspicious resemblence to Adi Gallia) is shot off her bike on Saleucami and Ki-Adi Mundi is slain on Mygeeto. John Williams's music helped make this one of the most emotional scenes in a Star Wars film.

Luckily, Yoda avoids the same fate by getting the drop on the clone assassins and escaping on Chewie's shoulder (aww, bless him). At the same time Anakin leads an attack by the troopers on the Jedi Temple where no one is spared, not even the younglings. It's a brave move for Lucas to show the extent of Anakin's evil and not try and soften his turn.

The plot moves quickly (some would say too quickly) in this last act of the film. All the pieces fall into place with chilling ease. Yoda and Obi-Wan return to Coruscant to discover what has happened and they decide to take on one of the Sith Lords each. Yoda taking out the Emperor's guards with a wave of his hands is a great moment.

Although the Anakin vs.Obi-Wan duel is the one we've been waiting for, the Yoda vs. Sidious duel is equally exciting and Lucas cuts between them fairly well. Anakin and Obi-Wan's duel on the volcano planet is as visually stunning as the other lightsaber battles we've seen in the prequels, but this times there's a lot more emotion and drama. However, sometimes the scenery distracts from the actual duel, especially during the "lava surfing" part.

The ending, when it comes, doesn't offer the conclusive strike one might have hoped for (Obi-Wan seems to win simply because he has "the high ground") but it is nastier and more brutal than many expected. It's hard not to feel sympathy for Anakin's horrifying fate, even after all the evil acts he's committed. The loss of his limbs (and midichlorians) means he will never become the great Jedi (or Sith) his masters hoped.

The birth of the twins is brilliantly intercut with the birth of Darth Vader (and the brief return of James Earl Jones wonderful voice). It's impossible for a fan not to get chills watching these scenes unfold. The shot of Vader in the teaser with his hand clamped down close to his face was changed in the finished film as some people complained it look like Vader had tiny baby hands. It's a shame the subsequent temper tantrum wasn't reconsidered. The "Frankenvader" moment at the end was Lucas's homage to 1930's monster movies.

Unfortunately, this is also where the most infamous line in the whole film occurs, namely Vader's "Noooo!" when he learns of Padme's death. Aside from sounding like Principal Skinner from The Simpsons, this melodramatic anguished cry turns what should have been one of the most emotional scenes in the film into one that is ripe for parody. It's another "what was Lucas thinking?" moments in the prequels.

Padme's funeral is, in typical Lucas fashion, somber without really tugging on the heartstrings. We do get to glimpse some familiar Naboo citizens, such as Sio Bibble and Boss Nass, as well as yet another new Queen, Apailana.

After an amusing explanation of the reason C-3PO doesn't remember the events of the prequels (his memory is wiped, leaving R2-D2 to tell the story of the saga to the Whills a hundred years later), the films ends with sadness and menace, but also a new hope - the Skywalker twins being delivered to their new homes. This last shot was actually filmed during the production of Clones, but was typically changed by Lucas during postproduction.

Lucas gets better performances from nearly every cast member in this episode. The much-maligned Christensen does a good job of portraying both Anakin's heroics at the beginning and his subsequent conflict and ultimate betrayal. It's interesting that R2 has become Anakin's droid and 3PO has become Padme's. Their characters have reversed in a way.

It's a surprise that Anakin gets called Vader before he goes into the suit, but Christensen just about pulls it off, though he doesn't have the gravitas for some of the more dramatic dialogue. The recreation of Vader's costume is very good and new technology allowed it to be perfectly symmetrical for the first time.

Ewan McGregor again has a lot of fun with his role, and brings his performance even closer to Alec Guinness's. There's a genuine pathos to his realisation that his best friend and apprentice has become the thing he fears the most.

Natalie Portman isn't given much to do this time (action scenes aren't that easy when your character is heavily pregnant, and her scenes with the formation of the Rebellion were cut from the film) but she effortlessly portrays the "very beautiful, kind but sad" woman that Leia later remembers even though she only knew her briefly as an infant.

It's just a shame to see her character change from the proactive woman in the first two episodes to the reactive one here. While the decision to have her lose the will to live might make sense if you look at the film as an allegorical fairy tale, it doesn't quite feel right and weakens what could have been the strongest female character in the saga.

Padme's costumes are less extensive this time, and most of them are designed to disguise her bump. They complete her journey from innocent in Episode I, to sensual in Episode II and finally maternal in Episode III. Her funeral dress recalls Ophelia and makes it look like Padme is drowning.

Samuel L. Jackson relishes the chance for Mace to go out in a blaze of glory, and Jimmy Smits gets to reveal a more heroic side of Leia's adoptive father, Bail Organa. Amusingly, Smits was not a big Star Wars fan, as revealed in an interview where he said he wasn't even aware of Leia's gold bikini!

Anthony Daniels plays a more serious 3PO then we've come to expect. Kenny Baker never filmed any scenes inside R2-D2, but was still credited out of loyalty from Lucas.

General Grievous is another impressive CGI character, though his constant coughing may annoy and confuse those who don't know his chest was force-crushed by Windu in the Clone Wars cartoon. The physical interaction between him and flesh and blood characters (such as in the Obi-Wan fight scene) is nearly flawless.

Some Christopher Lee fans might feel short-changed by his even smaller role and quick end, but his performance is still excellent in the small but pivotal role of the penultimate Sith apprentice who unknowingly starts Anakin on his final journey to the Dark Side. The look Dooku (for some reason he is never referred to by his slightly less silly Sith name Tyrannus in this) gives Palpatine when he is betrayed adds to the character. The revelation that he was behind Shmi's murder would have been a nice twist, but Lucas dropped this idea in the early stages of writing.

However, the real star of the show is Ian McDiarmid. The Emperor finally comes centre stage here and his performance is electrifying (literally). McDiarmid relishes both his early subtle manipulation and later OTT dialogue ("Every single Jedi is now an enemy of the Republic!") He presents the dark side far more seductively than ever before, and when he finally unleashes his full evil, it's both scary and oddly humorous.

Many felt he went overboard with his performance and turned the Emperor into a campy figure in the second half, but the character was equally campy in Jedi. What we are seeing is an evil genius that no longer needs to hide his dark side and is savouring the freedom.

Jar Jar is relegated to a background extra in the film with just one line of dialogue. While this pleased most people, it's disappointing that Lucas couldn't find something for Jar Jar, who was such a major character in Episode I, to do. Much like Qui-Gon, he was brushed aside just so that Lucas could keep the film under two and a half hours.

The dialogue is slightly better than in the last two films (there are rumours that Tom Stoppard did an uncredited rewrite) though there still plenty of lines to mock. One such example is in the hairbrush scene, though it could be argued the dialogue is true to the corny way couples speak in real life. Obi-Wan also gets some ridiculous dialogue, such as his frankly nonsensical response after being captured on the Federation ship at the beginning, "Wait a minute! How did this happen? We're smarter than this."

As with Clones, Lucas again seems more confident in the director's chair. He reportedly let the actors rehearse and improvise more and it shows in some of the wonderfully acted character moments, especially in the opera house scene and the scene where Obi-Wan tries to find out Anakin's whereabouts from Padme.

It's also to Lucas's credit that he let the film be as dark and disturbing as it needed to be (Anakin's burnt visage is particularly horrifying) without toning it down for the kids as some critics accused him of doing on the last three films. Overall, despite the flaws, it includes some of the best directorial work of his career.

With more locations than any previous Star Wars film the designers really went to town. Utapau with its sinkhole base is a memorable location. Kashyyyk, which has only been seen on screen before in the infamous Star Wars Holiday Special, is also stunningly realised.

Ironically, with all the digital wizardry on display the location that prompted the biggest response from fans was an old-fashioned set - the faithful recreation of the white corridor on the Tantive IV. Finally getting to see Alderaan at the end adds some extra resonance to the planet that we only saw getting destroyed from space in A New Hope.

The makeup is quite extensive, and lead to the saga's first Oscar nomination in that category since the original film. It's nice to see more rubber head aliens in Sith, perhaps to tie the film in better with the original trilogy.

Anakin's burnt makeup is grisly enough to satisfy the gore fans, and Tion Meddon's corduroy like makeup makes the minor character a memorable vision. The recreation of the Emperor's makeup from Jedi is not entirely successfully. It frankly looks a little goofy, especially when he has his hood down.

The action is phenomenal, especially the first 30 minutes which tops even the last act of Clones and returns some of the swashbuckling fun to the saga. The confrontation with General Grievous is great fun. The final duels, even with the lightsaber fatigue that sets in, are superbly choreographed. McGregor and Christensen trained for a long time for the duel, and it shows.

The editing for the most part is the best of the prequels. The plot keeps moving with not a moment wasted (there are none of the extraneous scenes found in the first two prequels). If anything, the film moves a little too fast. This is particularly noticeable in the final act, where Lucas rushes through all the wrapping up scenes as if he can't wait to be done with Star Wars.

This is one area where someone like Peter Jackson would probably have improved the film. As much as The Return of the King was criticised for having too many endings, it gave all the character resolutions enough time to bring out the full emotion in each scene. The ending of Sith is moving, especially for fans, but it would have been a far more emotional experience if Lucas and his editors hadn't been so obviously afraid of boring audiences and let the scenes plays out longer.

Some scenes were radically altered in postproduction, particularly Anakin's turn. Originally Anakin turned as soon as Palpatine revealed he was the Sith Lord, which many people at a rough cut screening thought was too quick. So Lucas went back and shot extra scenes to have Anakin's turn occur after Mace has tried to arrest Palpatine.

Of the deleted scenes, the most important missing subplot is the seeds of Rebellion. These scenes would have shown how Padme, Bail, Mon Mothma (remember her from Jedi?) and others helped formed the Rebellion by planning to confront Palpatine over his abuses of power. Aside from tying in the film closer to the original trilogy, the scenes would also have given Padme's character the focus she lacks in the released version of the film.

Another key scene that would have been delightful to see in the film is Yoda arriving on Dagobah after he goes into exile. The opening space battle and Obi-Wan vs. Anakin duel were also heavily cut (originally it was billed as the longest continuous duel in history, but that wasn't the case). One of the Jedi, Shaak Ti, had two death scenes filmed (one at the hands of Grievous, the other by Anakin) but neither made the final cut.

The film has 90 minutes of computer animation (in contrast with 60 in Menace and 70 in Clones) and while some of it was overkill, ILM did their best work out of all the prequels - yet didn't even earn an Oscar nomination for their efforts. As a warm-up they also replaced the Yoda puppet in Episode I with a CGI version, as can be seen in the extra features on the Sith DVD (screenshot).

There are a few sub par shots, such as where Temuera Morrison's head seems poorly pasted onto the clonetrooper's bodies (the actor was on set wearing a blue costume, but why Lucas didn't just put him in a full suit no one knows). However, despite the claims that the film is all CGI, Mustafar used the largest model ever built for a Star Wars film, and Utapau was also mostly miniatures.

John Williams's score is perhaps less original than his others, but it skillfully weaves in classic music from the Original Trilogy. Battle of the Heroes is an impressive new theme that plays like a more tragic version of Duel of the Fates. The music for the Jedi being slain in Order 66 is heartbreaking. Princess Leia's theme also makes a welcome return at the end.

The deepest and darkest of the prequels led some to draw comparisons to the political climate of 2005, with a war orchestrated by a leader in order to give himself supreme power (as Padme says, "So this is how liberty dies. With thunderous applause"). However, the story of how a democracy becomes a dictatorship through war is more universal than that.

Anakin's turn is a literal descent into hell, with the fiery Mustafar standing in for Hades. Yoda battling Sidious in the formerly sedate Galactic Senate is a blatant metaphor for political squabbling.

Once again Lucas reused many names and ideas abandoned from his early drafts of the original trilogy. Utapau was one of the first planet names he thought up, and Kashyyyk and Alderaan both featured in early versions of the original story.

One early idea of Lucas's (that he had back in the 70's) was that Han Solo would be on Kashyyyk being raised by Wookiees. An early draft of Sith had a young Han make an appearance but, much to the relief of fans unimpressed by baby Anakin and baby Boba, the idea was dropped. Having him pal around with Yoda would have made his later skepticism of the Force rather confusing, too.

Another abandoned idea would have showed the origin of the "crazy Yoda" we see in Empire, with the Jedi Master acting like an eccentric creature to evade clone troopers. This would have been nice to see, even if it might have been too comical for the somber second half of the film.

Sith is the only Star Wars film where the heroes don't encounter some kind of monster or beast. Originally, Obi-Wan faced a monster on Utapau after Order 66 but this scene was dropped.

Revenge of the Sith is not a perfect film, but for my money it has enough great scenes to make it the third best of the saga after Empire and A New Hope. Lucas billed it as the darkest of the saga, and it delivers in that respect, but it's surprising how much fun it is, especially in the first half.

Part of the reason for the greater success of the film is that Lucas, by his own admission, held back around 60% of the prequel storyline he wrote many years ago just for Episode III. While that was to the detriment of the first two prequels, which had more filler than was necessary, it helps Sith become a more rounded and exciting story.

As an examination of the nature of evil, the film is both more graphic and deeper than anyone would expect from what has always been seen as a light-hearted space fantasy. Even Sidious, the ultimate villain, is shown to have respect and fondness for Anakin, such as when he cradles him after his unfortunate encounter with some lava.

The only real problems with the film, other than a few poorly written or delivered lines, are the lingering plot threads, such as Qui-Gon's spirit being referred to but never seen (the scene where his voice talks to Yoda was cut out).

Overall, it ties up the whole saga almost perfectly. It adds depth to both the films that come before and after it, and is a gripping movie in its own right. It could have been a masterpiece, but instead it's just a very good film, which is more than many people expected from it.

Sith received the best reviews of the prequels, over 80% positive according to Rotten Tomatoes. While some would say this was simply due to nostalgia at the end of the saga, there's no doubt that Sith was a better made and more involving film than it's two predecessors, and the reviews reflected this.

In the May 9, 2005 issue of Time magazine critic Richard Corliss praised the film, writing "Revenge of the Sith shows Lucas storming back as a prime confector of popular art. Again one feels the sure narrative footing of the first Star Wars, the sepulchral allure of Empire, the confident resolution of a dozen plotlines that made Jedi a satisfying capper to the original enterprise." Among the negative critics was Rolling Stone's Peter Travers, who didn't even wait until the tide turned to form his opinion about the film this time, stating that it could only be enjoyed if one drank the "kool-aid".

Many reviews made parallels between Palpatine and George W. Bush, though Lucas insisted this was a coincidence, as he had written the basic story three decades ago. There was also some controversy over the level of violence in the film, as it was the first Star Wars film to receive a PG-13 rating. While most praised for Lucas for not watering down Anakin's journey to the Dark Side, there were some complaints about marketing such an intense film to very young kids with the various toys.

Any doubts over whether the public had been burned out over the last two prequels were dispelled when Sith made an astonishing $50 million on its opening Thursday - the highest in history. It earned over $108 million the next three days (the best opening weekend ever after Spider-Man) and went on to earn over $380 million in the U.S.

This was particularly impressive considering it was during one of the slowest summers in recent history and the film had been heavily pirated. With over $800 million worldwide, it still didn't reach the heights of Menace but surpassed Clones by a wide margin (much as Jedi had done with Empire).

The DVD was released soon after (some would say too soon) and was one of the top sellers of the year. The merchandise also did very well. It seemed that, despite its ups and downs, Star Wars had finally ended on a high. The film again went unrewarded at the Oscars, but in a year when Crash (racism is bad, mmmkay?) won Best Picture, that could almost be seen as a compliment.

Though Lucas has said it might be fun to do sequels at some point, he is too old to make them himself and he has no story beyond Episode VI. However, even if he is done with Star Wars films, Lucas will not leave a galaxy far, far away completely behind.

A computer animated version of the Clone Wars series began in 2008, kicked off with a theatrical movie that didn't fare well with critics or audiences. Lucas is also working on a live action show to take place between Episodes III and IV. He also aimed to placate fans with the release of the original, unaltered trilogy on DVD for the first time. For his future films, Lucas said he planned to return to the smaller, documentary-like filmmaking that was his first love.

While some think Lucas has become the very thing he was trying to avoid, a big businessman and (much like Anakin Skywalker) corrupted by technology, there are still signs that he has an independent streak in him. Regardless of the viewer's opinion of his films, it's clear that Lucas rescued sci-fi and fantasy from a niche market and made them mainstream entertainment. As Peter Nicholls wrote in the book Fantastic Cinema, "If fantasy cinema has a saviour, George Lucas is it".

After producing the movie Red Tails in 2012, about the real life Tuskegee Airmen in World War II, Lucas would stun the geek world later that year with the announcement that he was selling Star Wars to the Walt Disney company (they had already bought The Muppets, Pixar and Marvel Comics, clearly setting out to own all our childhoods).The news that the Disney-owned Lucasfilm would produce Episode VII (to be directed by JJ Abrams) as well as spin off films filled prequel haters with cautious optimism. It seems that Lucas' work in imaginary cinema may be coming to an end, but Star Wars is starting an exciting new chapter.





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