As we count down to The Rise of Skywalker (Dec. 20), Entertainment Weekly critic Darren Franich is looking back on every film in the Star Wars franchise. Last week: War without people. Next week: That’s not how the Force works. And check out Entertainment Weekly’s new Star Wars podcast!

The cars never stop flying in Revenge of the Sith. Here inside these terrible rooms — grand imperial offices that always look like executive suites in a Greco-Roman Best Western — worlds end. Democracy flails. Nobility electrifies crispy. Evil frogcroaks a victory cackle. And outside the window, air traffic flows on peaceful through the starlight city. Where are all these people driving, anyway? Don’t they know there’s a star war on?

The screenplay by George Lucas keeps insisting that you’re watching very important things happen. Armies assault planetoids. Coups clash against countercoups. Soldiers assassinate heroes. “So this is how liberty dies,” Padmé Amidala (Natalie Portman) claims, “With thunderous applause.”

One unexpected attribute of this final prequel, though, is how uncaring this cinematic universe seems to be. Not much applause, really, and no sorrow either. The effect is palpable, probably an accident. Lucas didn’t really know how to talk to his actors about greenscreens, I think, unless he purposefully wanted them to affect lithiumized dispassion. When Palpatine (Ian McDiarmid) duels Mace Windu (Samuel L. Jackson), the Jedi’s purple lightsaber shatters a giant window — and neither man visibly reacts. Does Mace Windu ever even touch anything in this whole trilogy? How many characters spend their onscreen life patrolling digital nonspace, staring blank at computerized nothing? But how many of us walk down the street looking into our smartphones?

Credit to Palpatine, who does complete his plan to officially rule what he already unofficially dominates. What a rare darkwizard in the long history of fiction. He achieves demonic omniscience, and then spends a few decades gradually increasing the power of the executive branch. This is a rigid parliamentary focus is part of Sith‘s weird power. The bad guy in this movie can braincloud the communal sixth sense of the Jedi magi caste. He can sizzle-finger lighting rays out of his hands. It’s very possible that he has created an emotionally malformed Space Christ using midichlorian lifejuice. And his boldest inciting move — the single most destructive plot point in Star Wars history! — is his controversial appointment of a personal representative to the Jedi Council.

This devil buries himself deep in the details. When Palpatine duels Yoda (voiced by Frank Oz) in the Senate Chamber, he starts tossing senatorial seatpods at the diminutive Jedi. He’s using the government as a weapon is the visual storytelling here. Worth remembering how much of the prequel action is Jedi Knights getting sent away to pointless planets full of colorful action, while all along Palpatine is back on Coruscant in committees siphoning authority from institutions. He’s a bureaucratic nightmare.

Meanwhile, some of the digital effects have weight, for a change. In the opening action sequence, Anakin (Hayden Christensen) and Obi-Wan (Ewan McGregor) run afoul of nasty vulture droids, assault pestlings the younger hero destroys by wiping one ship’s wing onto another wing. There’s a legitimate threat in the secondary baddie, General Grievous (voiced by General Wood), a coughing robotnik who walks like a wrecking ball on jittery cockroach legs. I refuse to look up what Grievous is canonically, because the movie portrays him in about four mysterious directions. He’s a “droid leader” with organs pumping inside a cyborg endoskeleton, a Jedi Knight scalphunter with a saber collection who also seems to be a Dark Side acolyte. He comes off like a bunch of scribbled notes from the boss that 10 squadrons of special effects engineers had to make sense of. But sometimes the worst thing a movie can be is coherent.

The arc of this trilogy reveals itself as one of the great downbeat sagas in the history of Hollywood franchises. The Republic is a boring society without much obvious culture or inspiration, dominated by stratas of elitism. Padmé spends the movie in sundry rooftop apartments, one of which even has a snazzy parking space for her secret husband’s speeder jet. It’s a Jet Age contrivance, like zeppelin docks on skyscrapers. Nothing remotely modern about the fashion, though. I think the intention was to conjure something between Imperial Rome and Feudal Japan, and instead everyone appears to be wearing their own special set of drapes.

Star Wars episode lll: Revenge of the Sith
Credit: Lucasfilm

And then, over the course of three movies, this vanilla civilization goes on the offensive, arming up a mega-military, turning a Chancellor into an Emperor. The narrative squints toward prescience. Sith was partially Lucas’ reaction to the George W. Bush era, and it slides comfortable today into Trumpian parable. The future Emperor keeps claiming that the Jedi are doing the bad things he’s doing. He refuses the rule of law, except when he’s cornered, at which point he plays the victim begging for mercy.

All the best moments in Sith are Emperor-adjacent. He fires electricity at Windu, which gets lightsabered right back at him. He screams while he cooks, begging Anakin for help — and again, this is his own Force Lightning burning his skin off. McDiarmid’s performance is flirtatious even as he turns lizardly. The actor clearly relishes playing 4D chess all over the Jedi Order’s dopey mental checkerboard.

In one vivid scene, Palpatine tells Anakin the tale of Darth Plagueis. It could merely be a very cool bad-guy-reveals-himself scene. Unless, that is, you think there’s a coded message being delivered. The Dark Side, apparently, allowed Plagueis and his nameless apprentice to create life. An interesting thing to tell a young man conceived of virgin birth! Are we meant to read subtext: “I Am Your Father,” redux? It would be so unlike anything else in the George Lucas filmography, where everything obvious requires explanation. Did the Emperor create Anakin? Or rather: Did he impregnate Anakin’s mom without her realizing it? That’s dark matter for a whole Star Wars revision. Think how it complicates Return of the Jedi: One son saves his father from evil, and one son throws his father to doom.

Most blockbuster movies offer happy endings. Even bittersweet fantasies tend to be reassuring, promising self-sacrifice or new beginnings for noble survivors. When Revenge of the Sith arrived in 2005, it looked unbearably lame in the shadow of Peter Jackson’s Lord of the Rings trilogy — especially since both trilogies climax with elemental lavaspheres. Return of the King is better made in every way you can pinpoint. But in its graceful epilogue, great eagles ride savior winds to pluck goodhearted heroes out of a magma corridor. Sith leaves its protagonist burning alive, a sad-eyed torso without any original limbs left.

So there will always be a place for Revenge of the Sith in every conversation about what Star Wars can be. It belongs to the incinerative tradition of Beneath the Planet of the Apes or Alien 3, sequels that squeeze precious iconography breathless. Is it fun to watch? Sometimes, though it helps to imagine that Lucas was having a ball destroying everything boring about his second trilogy. In the back half of the movie, the newly-christened Sith apprentice kills the Trade Federation and the Jedi Younglings: Darth Vader, returning from our own Earthpast to toss the new toys in the waste disposal.

That sounds too sour. I have an odd respect for the prequels. The aesthetic is somehow bland and weird: sashcapes and muumuucore, columns next to sofa circles. There are some cool action scenes in Sith that fail to have anything to do with anything. Yoda hangs out with Wookies and then stops hanging out with Wookies. Grievous rides an awesomely ludicrous personal speeder that is a giant wheel with legs. The fanciest grandees in Coruscant watch giant undulating bubbles in an opera house.

There is one single shot from Revenge of the Sith that fascinates me. It’s a random crosscut in the middle of the Windu-Palpatine battle. Anakin has been racing to rescue the Dark Lord. He flydrives across Coruscant, docks on the rooftop, runs around a corner…and slows down into a very aggressive walk.


Some elements look like pre-rendered backdrops from the Playstation era: That glass shard statuary, those Dorics to nowhere. The physical production design looks even faker, uncomfortable sofas next to rivets. The whole room orbits the midpoint, because this universe watches holograms instead of television. This is, like, the living room of the Chancellor of the Republic, and it looks like one of those in-between corridors in a massive airport, with seats you can rest on when your gate is far away. And the runwalking! Witness urgency without excitement, a curious sense of etiquette that recalls the elaborate coded rituals of something like Barry Lyndon, where it takes half an hour just to declare a duel.

In Sith, Anakin wants to save his family. Padmé is pregnant; he’s seeing visions of her death. It’s a vintage Twilight Zone arc, the hero creating his own dark fate. It could be the most vivid piece of biographical storytelling that Lucas offered his whole Star Wars series. The filmmaker was a family man: Single father to three children, who all appear briefly in Sith. His son, Jett, plays a youngling killed by Clone Troopers. Cool cameo for your kid, maybe — or a dramatization of the precise fear motivating Anakin toward ruination.

I don’t think Lucas conceived this second trilogy in terms of self-expression, though. He would spend half a lifetime talking his upcoming experimental movies, and then the money was always there for Star Wars, so back to Star Wars he would sail. Coruscant itself represents the confusing paradox, this studied lack of personality in a hundred-million-plus independent movie financed by its own solo writer-director. Is there a place that feels familiar in this mega-city, after three movies? Way back in 1977’s Star Wars, Mos Eisley Cantina was one little room, and it tesseracted outwards to infinity. In the cheesy-yet-powerful emotional high point of Sith, Anakin stares across the city at Padmé, and the sunset carries him to the Dark Side. They really could be the only two people on the planet: Romantic, or maybe that’s how a metropolis looks when you can afford two penthouses.

Is Anakin a tragic figure? I think he’s a compelling dummy. He claims he’s doing everything for love, but relationship he cares most about is the mentorship of Palpatine. The soon-to-be-Emperor fawns over Anakin’s heroism, while the Jedi scorn his egomania. The love of a powerful man turns the young Knight against his closest allies. “You’re sounding like a Separatist!” he tells Padmé. You think of husbands in totalitarian regimes who turn in their wives for crimes against the state. He uses his Dark Side powers to become the first Jedi Knight on record to perform Force-mediated spousal abuse. He declares that he has brought “peace, freedom, justice and security to my new empire.”

There’s a version of this story where he comes off as dangerously cool. Pick your bold young director circa 2005 who could’ve turned Anakin Skywalker into a moody aspirational badass. (That summer, Christopher Nolan delivered Batman Begins, where Bruce Wayne learns warrior tactics from his own religious cult of soldier monks.) The limp dialogue and flat performance works a moral purpose. Sith reduces Anakin’s grandiosity to grasping pointlessness. He’s a patsy who thinks he’s a freedom fighter.

Lucas films him in the climactic cyber-suit with pageantry: heavy breathing, mask descending, the voice of James Earl Jones. This moment of sorrow is the trilogy’s victory lap. Here he is, viewer, your favorite character! (This scene even played in the first teaser.)

You wonder if Lucas, who spent his career creating the digital future we live in, was really so worried about a man turning into a half-computer. In the Star Wars prequels, the protagonist becomes a special effect: A tragedy for anyone who still cares about humanity. Don’t underrate the deflating effects of Sith, though. Turns out that even Darth Vader was just a dope in a Darth Vader costume.

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