Star Wars: Episode III - Revenge of the Sith Movie Poster

Trivia for Star Wars: Episode III - Revenge of the Sith

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  • After their climactic duel, Obi-Wan can be seen picking up Anakin's light-saber, which he later gives to Luke in Star Wars: Episode IV - A New Hope (1977).
  • General Grievous' breathing problems in this movie, as well as his exposed gut-sack (later exploited by Obi-Wan), were caused by his brief encounter with Mace Windu in Star Wars: Clone Wars (2003). Mace Windu "force-gripped" Grievous as the General was making off with Palpatine, crushing the cyborg's chest panel. However, in Star Wars: The Clone Wars (2008), Grievous is seen to have always had breathing problems prior to this.
  • This movie marks Peter Mayhew's first return to the big screen since Star Wars: Episode VI - Return of the Jedi (1983). Between the two movies, the only other movie he had done was Dragon Ball GT: A Hero's Legacy (1997), made for television, in which he voiced one of the characters.
  • The battle with the Wookiees dates back to the earliest screenplays of Star Wars: Episode IV - A New Hope (1977). Originally, the Wookiees were supposed to help the Rebels conquer an Imperial bunker. This idea was the basis for the Battle of Endor in Star Wars: Episode VI - Return of the Jedi (1983), but instead of using Wookiees, George Lucas decided to use a smaller furry race, and call them Ewoks.
  • A ten-year-old Han Solo was going to appear during the Battle of Kashyyyk, as an orphan being raised by Chewbacca. He would have helped locate General Grievous by finding part of a transmitter droid that was sending signals from Utapau, allowing Obi-Wan to find and confront the villain. Solo's young adult years were covered in Solo: A Star Wars Story (2018).
  • Ewan McGregor had Lucasfilm make him a looped reel of all of Sir Alec Guinness' scenes from the original trilogy so that he could study them and perfect both the accent and the pacing of his words belonging to Sir Alec Guinness.
  • FRANCHISE TRADEMARK: (dialogue) Obi-Wan Kenobi says "I have a bad feeling about this" during one of the first scenes of the movie.
  • At the time it was filmed, the prop representing Bail Organa's speeder was built from the windshield to the rear. It wasn't until post-production that the front of the vehicle's design was chosen. Lucas based the hood and front of the speeder on the design of the 1948 Tucker Torpedo. Unlike the Tucker, Bail's speeder only has the "cyclop's eye" headlamp, and not the outer two headlamps.
  • After the opening battle, as the transport lands at the Senate building, in the bottom right-hand corner of the screen the Millennium Falcon (or a ship of similar model, Corellian Engineering Corporation YT series YT-1300 Transport) can be seen landing. In the Expanded Universe Star Wars story outside the movies, the YT-1300 has been confirmed as the Millenium Falcon, then named Stellar Envoy, long before Han Solo owned it.
  • Members of starwars.com's "Hyperspace" determined the look of Obi-Wan Kenobi's new astromech droid R4-G9 by entering a poll on starwars.com between July and August of 2003. Presented with four different color schemes, they picked the bronze and copper design (not unlike the red domed R4-P17 from Star Wars: Episode II - Attack of the Clones (2002)). Naturally, this droid became one of the earliest action figures released for this movie.
  • Anthony Daniels (without C-3PO costume), George Lucas, and his daughters Katie and Amanda have cameo appearances in the opera scene, as well as several members of the special effects team (Rob Coleman and John Knoll amongst others) and several characters from earlier Star Wars movies.
  • The first teaser trailer, released on November 5, 2004, was code-named "Sand Dogs".
  • A process of applying chrome to rubber was developed during production, allowing lightsaber hilts to be made of rubber and used in stunts without hurting the actors.
  • The final scene on Tatooine, where Obi-Wan Kenobi delivers the infant Luke to his aunt and uncle, is often referred to as the "Harry Potter scene". Composer John Williams included a small eleven-tone musical cue in the scene reminiscent of his score for Harry Potter and the Sorcerer's Stone (2001). It can be heard when Obi-Wan arrives at Owen and Beru's house.
  • Gary Oldman had agreed to be the voice of General Grievous, but pulled out of the movie because it was being made using actors who are not part of the Screen Actor's Guild, of which Oldman is a member. George Lucas once quit the Writers' Guild, Directors' Guild, and the Motion Picture Association of America over a dispute concerning Star Wars: Episode V - The Empire Strikes Back (1980), and has not been able to work with Guild actors since. The role was read by Duncan Young on-set, and finally voiced by Matthew Wood, who, being a Lucasfilm employee, submitted his reading under the name of Alan Smithee.
  • When Vader is being fitted with the helmet and subsequently breaks free of the shackles, George Lucas decided at the last minute to change the position of Vader's arms from up to down by his side (the original shot can be seen in the trailers). This is why, after breaking free from the bonds, Vader appears to raise his arms, when in fact it is the necessary transition from computer-generated arms to live-action arms.
  • EASTER EGG: On the Options menu, press "11 Enter 3 Enter 8 Enter" (1138). Yoda will dance to hip-hop music.
  • In the duel with Count Dooku, the imprisoned Palpatine originally had more dialogue, which he was to shout at Anakin. One of his lines pertained to Star Wars: Episode II - Attack of the Clones (2002), in which Palpatine exposed Dooku as paying the Tusken Raiders to kidnap, torture, and kill Shmi Skywalker.
  • All shots of C-3PO had the entire greenscreen set reflecting in his shiny gold armor, so digital effects artists, in post-production, had to digitally repaint C-3PO's armor frame by frame to remove any traces of the set.
  • According to the extra material, the climactic fight between Darth Vader and Obi-Wan Kenobi took upwards of 70,000 man hours to create. Doing the math, this constitutes the work of one man for more than twenty-five years, given roughly normal hours per day (which probably no one ever did working on this production).
  • Aiden Barton, the toddler who portrayed the infants Luke Skywalker and Leia Organa, is the son of crew member Roger Barton.
  • Bail Organa's ship at the end was a real set. No greenscreen work was used for that scene.
  • Liam Neeson has said that he recorded a cameo as Qui-Gon Jinn, which was to feature in a scene with Yoda, further explaining the concept of a Jedi communicating from beyond the grave. In the script, the dialogue (in which Qui-Gon is heard, not seen) appeared in the scene in which Yoda is meditating on the secret asteroid base, just before Bail Organa informs him of Obi-Wan's return with Padmé. The scene does not appear in the deleted scenes section of the DVD; however, an unfinished version was included in the Blu-ray release box set.
  • The Wookiee costumes from this film sported a new arterial system that pumped ice cold water to help cool down the actor wearing the suit.
  • The Clone Trooper vehicles featured during the battle on Kashyyyk are the ten-wheeled HV6 Juggernaut armored personnel carriers, while the mini two-legged AT-RT light walkers and the AT-AP pod walkers are forerunners to the Imperial AT-ST mini walkers featured in Star Wars: Episode V - The Empire Strikes Back (1980) and Star Wars: Episode VI - Return of the Jedi (1983). In fact, the Juggernaut (also known as the Turbo Tank) is based on designs for the AT-AT Joe Johnston made for Star Wars: Episode V - The Empire Strikes Back (1980).
  • Ewan McGregor apparently asked if he could also play one of the Emperor's red-robed Imperial Guards. However, it's not known whether he did or not.
  • The squadron of blue-striped clone troopers that Darth Vader leads into the Jedi Temple is called the 501st Legion, named after an organization of costume fans, also known as Vader's Fist. Its members include Mike Johansen and Jeffrey M. Miller.
  • George Lucas initially said that no characters from the original movies would appear in this movie apart from a baby Luke and Leia. However, the final movie also has Yoda, Obi-Wan, Darth Vader, Palpatine, Chewbacca, Grand Moff Tarkin, Mon Mothma, R2-D2, C-3PO, Owen Lars, and Beru Whitesun/Lars, all of whom had appearances in Star Wars: Episode IV - A New Hope (1977), Star Wars: Episode V - The Empire Strikes Back (1980), or Star Wars: Episode VI - Return of the Jedi (1983).
  • The subtitle "Revenge of the Sith" is a play on the working subtitle for Star Wars: Episode VI - Return of the Jedi (1983), "Revenge of the Jedi". For episode VI, that title was abandoned because George Lucas determined that revenge was not a suitable attitude for a Jedi. Since this film, however, is about the triumph of the Sith, "revenge" is entirely appropriate.
  • Anthony Daniels (C-3PO) and Kenny Baker (R2-D2) are the only actors to appear in all of the original and prequel trilogy of "Star Wars" movies. In second place is Frank Oz (Yoda) who appeared in five of the movies, and in third place are James Earl Jones (voice of Darth Vader), Peter Mayhew (Chewbacca), and Ian McDiarmid (Supreme Chancellor Palpatine/Darth Sidious) who all appear in four of the movies (unless one counts McDiarmid appearing in the 2004 DVD Special Edition of Star Wars: Episode V - The Empire Strikes Back (1980), in which he replaced Clive Revill, and reprised his role as Palpatine). The character of Obi-Wan Kenobi also appeared in all six movies, but was played by two different actors, Sir Alec Guinness and Ewan McGregor.
  • (Cameo) Nick Gillard: Stunt coordinator as Cin Drallig, a Jedi Anakin kills in the video recording Obi-Wan watches.
  • The Darth Vader mask for this movie was rebuilt from scratch, using a new digital design to computer-lathe the base master, from which molds were made to cast the on-screen costume masks. The resulting masks are, for the first time in Star Wars history, truly symmetrical.
  • The original cut of this movie ran nearly four hours. The opening battle/Palpatine rescue alone ran over an hour. The extra footage of the Palpatine rescue scene is shown in the video game for this movie, however.
  • The images of the volcanic eruption on Mustafar is real footage of Mt. Etna in Italy, which was erupting at the time of production.
  • Ewan McGregor and Hayden Christensen trained for two months in fencing and fitness in preparation for their epic battle. As a result of their practice, the speed at which Kenobi and Vader engage the duel (in the completed movie) is the speed in which it was filmed, and was not digitally accelerated.
  • A subscription service offered by Lucasfilm offered fans the chance to watch various stages of the production via a webcam.
  • George Lucas allowed his friend Steven Spielberg to help design some sequences during pre-production. This was partly because Spielberg wanted the experience of using the pre-visualization techniques pioneered by Industrial Light & Magic, as he was going to use them for War of the Worlds (2005). It was also because Lucas felt that his roles as writer, director, executive producer, and financier were taking up too much of his time and he needed another director to bounce ideas off. Spielberg's main contribution was in the climactic lightsaber duel between Obi-Wan and Darth Vader.
  • Bail Organa's Corellian Corvette (the one with the white interior walls), the Tantive IV, then a CR70 model, was later retrofitted into a CR90 model and repainted. It was given to Princess Leia, and is the same ship that was captured at the beginning of Star Wars: Episode IV - A New Hope (1977).
  • Hayden Christensen gained twenty-four pounds for this movie. He did so by eating six meals a day.
  • When Obi-Wan finds General Grievous on Utapau, his first words are "Hello, there". In Star Wars: Episode IV - A New Hope (1977), when Obi-Wan is first introduced, his words to R2-D2 are "Hello, there".
  • In Star Wars: Episode II - Attack of the Clones (2002), The look of the Clone troopers was a cross between the Mandalorian armor worn by Jango Fett and the stormtroopers of Star Wars: Episode IV - A New Hope (1977), Star Wars: Episode V - The Empire Strikes Back (1980), and Star Wars: Episode VI - Return of the Jedi (1983). In this movie, the look of the Clone troopers edges a bit more towards the look of the stormtroopers, but still retains a few elements of the Mandalorian armor.
  • The newest addition to the Separatist Army are the Crab Droids seen at the battle on Utapau, as well as the flying droid gunships and the NR-N199 Tank Battle droids at the battle on Kashyyyk, which are in fact amphibious versions of the Corporate Alliance Tank Battle droids first mentioned in Star Wars: Episode II - Attack of the Clones (2002).
  • The role of Captain Antilles was originally offered to Denis Lawson, who played Wedge Antilles in the original trilogy.
  • George Lucas deliberately made the Darth Vader suit top-heavy (for instance adding weight on the helmet) to make Hayden Christensen not appear "too accustomed" to it in the movie.
  • This is the only Star Wars movie that did not receive an Academy Award nomination for Best Visual Effects. The only nomination was for its make-up, which it lost to The Chronicles of Narnia: The Lion, the Witch and the Wardrobe (2005).
  • As Yoda has been created digitally since Star Wars: Episode II - Attack of the Clones (2002), one of the puppets of Yoda created for the filming of Star Wars: Episode I - The Phantom Menace (1999) was used as a reference point for the ease of actors on-set during re-shoots in late summer 2004. Time in the Lucasfilm archives had not been kind to the puppet, which had acquired an incidentally comically contorted look on its face.
  • During the production of this movie, Lucas also filmed a scene for Star Wars: Episode V - The Empire Strikes Back (1980). Ian McDiarmid, who first played Emperor Palpatine in Star Wars: Episode VI - Return of the Jedi (1983), was filmed in prosthetic make-up for use in the character's first appearance as a hologram in Empire, replacing the unknown woman, and the voice of Clive Revill.
  • As Anakin settles into Palpatine's viewing box, take a look at box adjacent to the Chancellor's. It is filled with notable names from Industrial Light & Magic. Seated from left to right (first row) are visual effects producer Jill Brooks, animation supervisor Rob Coleman, visual effects producer Janet Lewin, (and back row) visual effects supervisor Roger Guyett, visual effects producer Denise Ream, and visual effects supervisor John Knoll. If you look at the shots that favor Palpatine during his wistful retelling of the Darth Plagueis yarn, you'll see Knoll sitting over his shoulder.
  • One of the early concepts for General Grievous was a small child sitting on a floating chair, guarded by two IG88 droids from Star Wars: Episode V - The Empire Strikes Back (1980). George Lucas rejected this look, as a child would not be taken seriously as the deadliest hand-to-hand fighter the galaxy has seen, which is how he wanted Grievous to be portrayed. Instead, part of the final look for General Grievous' face was inspired by the shape of a bathroom detergent spray nozzle.
  • In the Wookiee Army scene, there are only ten men in Wookiee suits. They were repositioned multiple times, so the various shots could be combined with computer duplicated Wookiees.
  • Ian McDiarmid is doubled by a trained stuntman for his light-saber battles and more physically demanding shots, such as when Palpatine scrambles away from Mace Windu. As with Sir Christopher Lee, computer effects were used to put the actor's face over the face of the stunt double. McDiarmid stated in numerous interviews that he was pleased that his character, even if not himself personally, was finally involved in some action sequences. For the sword fight between Windu and Sidious, however, the demands for camera angles and close-ups meant that stunt coordinator Nick Gillard had to teach the two actors the entire fight sequence, which was then shot partly with the stunt performers, and partly with Jackson and McDiarmid.
  • (Cameo) Jett Lucas: The young Jedi that rushes from the Temple towards Bail Organa's speeder during the Jedi Purge is played by George Lucas' son.
  • Total number of screen wipes: forty.
  • Bai Ling had filmed several scenes for the movie that were later cut. There was a rumor that George Lucas cut these scenes after Bai Ling posed for Playboy. He has, however, denied this rumor, and has said that her scenes were cut eight months before she posed for Playboy, and the photos had nothing to do with his decision.
  • There are over 2,200 visual effects shots in this movie, more than Star Wars: Episode I - The Phantom Menace (1999) and Star Wars: Episode II - Attack of the Clones (2002) combined. Star Wars: Episode IV - A New Hope (1977) only had 350 such shots.
  • Apart from providing the voice of R2-D2, and the heavy breathing of Darth Vader, which he has done since Star Wars: Episode IV - A New Hope (1977), Ben Burtt provided the voices for every Battle Droid, Super Battle Droid, and Buzz Droid.
  • The medical droid (FX-7) that had repaired Luke Skywalker's hand in Star Wars: Episode V - The Empire Strikes Back (1980) is very similar to the droid (FX-9) shown working on Darth Vader in the Imperial rehabilitation center.
  • Although no live-action location filming was done during principal photography, post-production filming was done in Thailand, Switzerland, and China to represent background plates for the Wookiee planet of Kashyyyk.
  • Mas Amedda was played by two actors in this movie: Jerome St. John Blake and David Bowers. Blake played the role in Star Wars: Episode I - The Phantom Menace (1999). Likewise, Bowers played the role in Star Wars: Episode II - Attack of the Clones (2002). In this movie, for the scenes shot in Australia during principal photography, Bowers played the part. For new scenes and pick-ups shot in England, Blake reprised the role.
  • As the mask is being lowered onto Darth Vader's face at the end, there is a shot from his P.O.V. of the inside of the mask. There is a triangular silver item between the eyes of the mask. This item is the actuator (read-write mechanism) from a computer hard-disk drive.
  • Sir Christopher Lee filmed all of his scenes in two days. His filming schedule was moved up, to follow pick-up shots for The Lord of the Rings: The Return of the King (2003) in New Zealand. All of his scenes were shot in front of a greenscreen, because the General's Quarters set had not yet been built.
  • The name of the Varactyl that Obi-Wan rides is Boga. Boga is the name of a popular soft drink in Tunisia, in which George Lucas has filmed scenes. He even named Tatooine after a city in that country.
  • DIRECTOR CAMEO (George Lucas): The sound of General Grievous' coughing is George Lucas' own coughing. After developing a bad cough during production, Lucas had it recorded and used as Grievous' own cough.
  • The entire movie was shot on the Sony HDC-F950 High Definition camera, using Sony's HDCAM SR digital video format. The camera retails for about $150,000. George Lucas has said that he plans to never shoot a movie on film again. However, that changed when Steven Spielberg insisted on using film for Indiana Jones and the Kingdom of the Crystal Skull (2008).
  • The color palette of the movie was inspired by the paintings of Mark Rothko. George Lucas is a big fan of the painter.
  • The opening shot of the movie lasts one minute and sixteen seconds after the disappearance of the opening crawl, the longest of any Star Wars movie.
  • The first draft of the script also explained the mystery surrounding Anakin's conception. In the confrontation scene between Anakin and Palpatine (where Palpatine confesses to Anakin he is Darth Sidious), he would also explain that he used the technique of his Master, Darth Plagueis, to use the Force to will the midichlorians in starting the cell divisions that created Anakin, even going as far as calling himself Anakin's father. This explanation was later deemed unnecessary by George Lucas and too reminiscent of the big twist from Star Wars: Episode V - The Empire Strikes Back (1980), and subsequently cut.
  • George Lucas originally intended to have Peter Cushing reprise his role as Tarkin, years after his death, through the use of stock footage and digital technology. However, the idea was scrapped when the footage of Cushing was deemed unusable. Cushing's likeness was digitally inserted into Rogue One: A Star Wars Story (2016).
  • (Director Cameo) George Lucas: The blue skinned Baron Papanoida who appears just outside the entrance to Palpatine's private box at the Galaxies Opera House.
  • The planet name "Utapau" appears in the early drafts of two previous Star Wars movies. In Lucas' first draft of the first movie, Utapau was the home planet of Kane, Anakin, and Deak Starkiller. The planet's desert terrain eventually became the planet Tatooine. Utapau was also the original name for Naboo, in the first draft of the screenplay for Star Wars: Episode I - The Phantom Menace (1999).
  • C-3PO has the last words in this movie ("Oh, no!") and the first words in Star Wars: Episode IV - A New Hope (1977) ("Did you hear that? They've shut down the main reactor.")
  • The volcanic world of Mustafar was designed to look like George Lucas' vision of hell.
  • During the light-saber duel with General Grievous, it is briefly shown that the second hand that Obi-wan cuts off is holding a duplicate of Obi-wan's light-saber. This is, in fact, the light-saber belonging to Jedi master Shaak Ti, who is seen being killed by Grievous in a deleted scene set aboard the Invisible Hand during the Chancellor's rescue. Since the scene was deleted, Shaak Ti would make another appearance in the canon game Star Wars: The Force Unleashed (2008). However, since the Disney purchase of LucasArts, this game is no longer considered official canon.
  • Francis Ford Coppola suggested Christopher Neil to George Lucas to be the dialogue coach. Lucas said that, given the emotional intensity of this movie, and the fact that he rarely has time to converse with the actors and actresses, it would be ideal for someone else to be there to get the strongest performances possible. Neil is in fact Coppola's nephew, and his father, Bill Neil (brother to Eleanor Coppola) worked for Industrial Light & Magic during the production of the original trilogy.
  • The hot rod speeder car driven by Senator Bail Organa (Jimmy Smits) is based on the front of a Tucker that is parked at Skywalker Ranch.
  • The cans containing reels of this movie were falsely marked with the title "The Bridge" for at least one pre-release screening.
  • Tom Stoppard did a "script polish" for the movie. Something that he's done on many Lucasfilm productions.
  • WILHELM SCREAM: Early on, during the dogfight, as a laser cannon is destroyed, one of the clone troopers running by is sent flying from the explosion and the Wilhelm Scream is heard. In the original showings in theaters, a Wilhelm Scream was also heard when a clone is shot out of his fighter in the dogfight (as the camera makes the long shot watching him float through space), while the shot remains, the scream was removed.
  • Steven Spielberg, Francis Ford Coppola, Robert De Niro, Elijah Wood, Dean Devlin, and Liam Neeson are all known to have visited the set during filming.
  • In the opening sequence when the second Separatist ship is destroyed, a piece of debris flies into the clone Star Destroyer that shot it. That piece of debris is a kitchen sink. It was put in there by Industrial Light & Magic as a joke from someone saying, "We're throwing everything in the sequence, including the kitchen sink."
  • Clone Trooper Commander Cody was named in honor of the old comic hero Commando Cody.
  • During production, the Mon Calamari opera was nicknamed "Squid Lake".
  • Every clone trooper in the film is CGI. Not a single real clone costume or helmet was featured in the movie.
  • Ian McDiarmid recorded his scenes in the opera box on Coruscant while suffering with a case of laryngitis.
  • Ian McDiarmid has likened Palpatine in this movie to Iago in William Shakespeare's Othello, in the way he manipulates other characters to turn against each other, to their own destruction. McDiarmid has played Iago on-stage, as has Ewan McGregor. James Earl Jones has played Othello.
  • Many viewers were surprised that General Grievous could be trained in the Jedi arts, much less wield a light-saber. The answer is that when General Grievous was constructed, he was given the blood of Jedi Master Sifo-Dyas, who had a high midichlorian count. With this connection to the Force, General Grievous had no difficulty learning Jedi ways. (This idea was dropped when Disney took over the canon. It is now accepted that even non-Force-sensitives can learn to wield light-sabers like Jedi with enough time and effort.)
  • Prior to the official announcement of this movie's subtitle to be "Revenge of the Sith", several rumors had circled about as to speculation of the final prequel's subtitle. Such speculations included possible subtitles as "Rise of the Empire" and "The Creeping Fear".
  • Chancellor Palpatine's strategy for maintaining power is known to political scientists, and is called Perpetual War. He comes to power through conflict with the Trade Federation, gains greater privileges through the Clone War, and solidifies his position through war on the Jedi.
  • In 2007, Dr. Eric Bui, a psychiatrist in Toulouse, France, co-wrote a study that diagnosed Anakin Skywalker as having Borderline Personality Disorder. When the authors reported their findings at the annual meeting of the American Psychiatric Association they stated that Skywalker fit the diagnosis criteria: difficulty controlling anger, stress-related breaks with reality, impulsivity, obsession with abandonment and a "pattern of unstable and intense interpersonal relationships characterized by alternating between extremes of ideation and devaluation."
  • The script, and the action figures, identify Anakin and Obi-Wan as using the call-signs "Red Five" and "Red Leader", respectively, during the opening battle. "Red Five" was also the call-sign for Luke Skywalker during the Death Star battle in Star Wars: Episode IV - A New Hope (1977). "Red Leader" was the call-sign of Wedge Antilles during the Death Star battle in Star Wars: Episode VI - Return of the Jedi (1983). Wedge was played by Ewan McGregor's uncle, Denis Lawson.
  • The highest-grossing movie of 2005.
  • George Lucas originally wanted Sammo Kam-Bo Hung to be the light-saber fight choreographer.
  • In the scene where Darth Vader asks the Emperor about Padmé, the background music is the same music that was played during Qui-Gon Jinn's ceremonial cremation.
  • The only movie in the Star Wars canon not to have been released on NTSC VHS. It was, however, released on VHS in PAL regions.
  • One of only two Star Wars movies without English subtitles to translate alien languages, the other being Star Wars: Episode V - The Empire Strikes Back (1980).
  • For some shots during the birth scene, the infants Luke and Leia were portrayed by an animatronic puppet. As this puppet was operated by Ewan McGregor, the cast jokingly referred to it as "Foamy-Wan Kenobi".
  • Count Dooku speaks a total of four lines.
  • Hayden Christensen's cockpit shots were filmed from just outside the front window of his Jedi fighter. When he put his feet in the proper position for operating the fighter, his knees covered up his face, so he actually had to stick his legs out the end of the fighter to get the proper shot.
  • The color pallette of the movie was inspired by the paintings of Mark Rothko. George Lucas is a big fan of the painter.
  • A short clip of Yoda arriving with his ship on the planet Dagobah for his self-imposed exile was filmed, but not included in the final scene. According to producer Rick McCallum, he liked the shot very much, and he practically begged George Lucas to include it. However, Lucas preferred to keep the focus of the epilogue on the members of the Skywalker family (in order: Padmé, Anakin, Leia, and Luke). Yoda's deleted scene is included as a bonus on the DVD release of the movie.
  • The final "Star Wars" movie to be distributed by Twentieth Century Fox, which permanently holds the rights to Star Wars: Episode IV - A New Hope (1977) and hands over rights to the prequel trilogy and the final two installments of the original trilogy to Walt Disney Studios after May 2020, due to the Walt Disney Company's acquisition of Lucasfilm in 2012. However, with the recent (as of October 2018) purchase of Twentieth Century Fox by Disney, the ownership could officially change hands sooner, as well as Disney owning the entire film franchise, including Episode IV.
  • Sir Christopher Lee was not initially available when the set for Palpatine's prison room on the Invisible Hand was first available to crew. Lee had to be digitally inserted into portions of the scene.
  • The scene of Anakin and Padmé at her Coruscant apartment, following his return to the planet early in the movie, was added long after principal photography. The scene was intended to lighten the mood of an often "dark" movie, and helped with pacing in the movie.
  • The opera house dialogue between Anakin and Palpatine was originally going to be set in Palpatine's office. This idea was aborted because the crew felt the characters had spent too much time there already.
  • The scene of Vader and Obi-Wan using the "force push" on each other and knocking each other back originally had a force field graphic effect added, but George Lucas was not satisfied with its inclusion, thus the final shot did not have this effect added.
  • Anakin was originally supposed to just watch the entire fight between Palpatine and the other Jedi Masters, with Palpatine even having stolen Anakin's light-saber to do so. The entire fight would have had Anakin debating on which side he was going to choose. They even filmed it, but they figured that Anakin simply watching the fight meant that he had already made his choice, so it was refilmed to the current one. Further, the final fight between Windu and Palpatine was supposed to be an all-over-the-place masterpiece, but due to George Lucas wanting Ian McDiarmid to do as many of his own stunts as possible, it was reduced to, largely, Windu forcing Palpatine down the hallway and then a bit of a scrap in the office before Anakin showed up and both started talking to him.
  • This movie's final shot is meant to mirror the famous shot of Luke Skywalker in Star Wars: Episode IV - A New Hope (1977) when he looked out on the two sunsets. It is the only shot of the film kept in widescreen format on the pan-and-scan DVD release.
  • This is the best received movie of the Star Wars prequel trilogy, despite that it was the only one to not be nominated for Best Special Effects.
  • There is a rumor that Twentieth Century Fox is legally fighting Disney to obtain the permanent rights to this movie, and its predecessors, in spite of the fact that George Lucas sold the rights to the Star Wars name, concepts, and characters. This rumor is fuelled by the fact that the Star Wars movies are Twentieth Century Fox's highest grossing franchise. However, with Disney's recent (as of October 2018) purchase of Twentieth Century Fox, it's all owned by Disney.
  • James Earl Jones (voice of Darth Vader), Anthony Daniels (C-3PO), Kenny Baker (R2-D2), Peter Mayhew (Chewbacca), Frank Oz (voice of Yoda), and Ian McDiarmid (Palpatine) are the only actors to reprise their roles from the original trilogy.
  • The fire trail when General Grievous' ship enters the Coruscant atmosphere was based on the fire trail during the ill-fated reentry of the Space Shuttle Columbia.
  • Sir Christopher Lee's voice, in the Italian version, was dubbed by Omero Antonutti.
  • Contrary to some belief, General Grievous, while trained in light-saber combat by Dooku, knows nothing about the Force, and is not Force-sensitive. By saying "trained in the Jedi arts", he meant light-saber combat only.
  • Palpatine's line to Yoda, "I have waited a long time for this moment", was a paraphrasing of what Greedo said to Han Solo in Star Wars: Episode IV - A New Hope (1977), just before Han kills him.
  • When Obi-Wan, Anakin, and Palpatine are landing near the politicians in the transport ship, in the shot where they fly to the landing pad, you can see the Millenium Falcon docking into the bay at the bottom left side of the shot.
  • In the German dubbed version, the Super Battle Droid that gets electrified by R2-D2 has added dialogue. Right before he kicks R2-D2, he utters the line "Du spinnst wohl!" ("Are you crazy?"), making the scene more humorous and child-friendly.
  • Despite prominent billing as part of the cast, Sir Christopher Lee is only in the movie for three minutes.
  • This is the only movie in the prequel trilogy where C-3PO has gold-painted armor, like in the original trilogy, which he would've received sometime between the events of Star Wars: Episode II - Attack of the Clones (2002) and this movie.
  • Julius Caesar was a major influence behind Supreme Chancellor/Emperor Palpatine.
  • At the end of the movie, Owen and Beru Whitesun/Lars are seen looking at the twin suns of Tatooine before the closing credits. This scene is very similar to the scene in Star Wars: Episode IV - A New Hope (1977), where a fed up Luke Skywalker does the same thing, after he is refused by Owen to join the Academy.
  • This movie was originally going to be the final Star Wars movie, until Star Wars: Episode VII - The Force Awakens (2015), since George Lucas at the time didn't have any plans for a sequel trilogy. But, it is the last Star Wars movie to be made by Twentieth Century Fox.
  • When Darth Vader has his biomechanical suit put on for the first time his eyes are open and looks up as his mask is put on for the first time. But in the novelization, Vader is in a coma.
  • This movie marks only the second appearance of Tantive IV, the ship from which R2-D2 and C-3PO escaped in an escape pod at the beginning of Star Wars: Episode IV - A New Hope (1977).
  • This movie marks the first time that we see two light-sabers of the same color fight and hit each other.
  • Obi-Wan tells Anakin to "Get out of here, there's nothing more you can do." In Star Wars: Episode IV - A New Hope (1977), Luke tells Wedge to "Get clear, Wedge, you can't do any more good back there."
  • In Czech dubbing, both Darth Sidious' apprentices have the same voice. Bohumil Svarc dubbed Darth Vader in the original trilogy, and in this movie as well. He was also the regular dubber for Sir Christopher Lee, including Count Dooku.
  • Anakin Skywalker is depicted three times on the official movie poster, more than any other character in a Star Wars movie: once portrayed by Hayden Christensen between Padmé and Obi-Wan Kenobi (Ewan McGregor); once in a light-saber fight with Obi-Wan, and once in the background, wearing his iconic Darth Vader helmet. Obi-Wan Kenobi is thus the runner-up with two depictions on the same movie poster.
  • While sitting with Senator Organa in the Senate, listening to Palpatine declaring the new Empire, Padmé is wearing a circular hair decoration with an embossed wing pattern. This hair decoration is very similar to the rebel symbol which Luke Skywalker is wearing on his helmet in the original trilogy.
  • While sitting together with Senator Organa in the Senate, listening to Palpatine declaring the new Empire, Padmé is wearing a circular hair decoration with an embossed wing pattern. This hair decoration is very similar to the Rebel symbol which Luke Skywalker is wearing on his helmet in the original trilogy. This could be a visual reference to her being the first rebel, together with her comment about the death of liberty, as Palpatine seizes power as Emperor. Padmé is also giving birth to the two people who will play a significant role in overthrowing the Empire years later; her being the mother of the Rebel Alliance is therefore further emphasized by her wearing this hair decoration.
  • John Williams passed on scoring Harry Potter and the Goblet of Fire (2005) in favor of this movie and Memoirs of a Geisha (2005).
  • According to Ahmed Best, there was a deleted scene where, before he crowned himself Emperor, Palpatine mockingly thanked Jar Jar Binks for granting him the emergency powers that allowed him to take over the Galaxy.
  • Numerous fans speculated online about this movie's subtitle. Rumored titles included "Rise of the Empire", "The Creeping Fear" (which was also named as the movie's title on the official website on April 1, 2004 (April Fool's Day)), and "Birth of the Empire".
  • George Lucas had previously promised fans that he would explain the mystery behind the erasure of the planet Kamino from the Jedi Archives in the previous film. However, Lucas abandoned this plot thread in order to devote more time to Anakin's story, leaving the matter unresolved on film. As a compromise, Lucas permitted author James Luceno to explain the mystery of Kamino's erasure and the origins of the Clone army in his expanded universe novel Labyrinth of Evil.
  • After principal photography was complete in 2003, George Lucas made even more changes in Anakin's character, sharpening Anakin's motivations for turning to the dark side. Lucas accomplished this "re-write" through editing the principal footage and filming new scenes during pick-ups in London in 2004. In the previous versions, Anakin had a myriad of reasons for turning to the dark side, one of which was his sincere belief that the Jedi were plotting to take over the Republic. Although this is still intact in the finished movie, by revising and refilming many scenes, Lucas emphasized Anakin's desire to save Padmé from death. Thus, in the version that made it to theaters, Anakin falls to the dark side primarily to save Padmé.
  • For the Kashyyyk environment, the art department turned to the much derided The Star Wars Holiday Special (1978) for inspiration.
  • An internet hoax said John Rhys-Davies was considered for the role of General Grievous.
  • The post-production department began work during filming and continued until a few weeks before this movie was released.
  • Over a period of several months, George Lucas approved hundreds of designs that eventually appeared in this movie. He re-wrote entire scenes and action sequences to correspond to certain designs he had chosen. The designs were then shipped to "pre-visualization" to create moving CGI versions known as "animatics". Ben Burtt edited these scenes with Lucas, in order to previsualize what the movie would look like, before the scenes were even filmed. The pre-visualization footage featured a basic raw CGI environment with equally unprocessed CGI characters performing a scene (typically an action sequence). Steven Spielberg was also allowed to assist the art and pre-visualization department's designs for several action sequences in this movie. Later, the pre-visualization and art department designs were sent to the production department to begin "bringing the film out of the concept phase" by building the various sets, props, and costumes. To determine the required sets, Lucas analyzed each scene with the staff to see which moments the actors would come in most contact with the set, warranting the set to be constructed.
  • While shooting key dramatic scenes, George Lucas would often use an "A camera" and "B camera", or the "V technique", a process that involves shooting with two or more cameras at the same time in order to gain several angles of the same performance. Using the HD technology developed for the movie, the filmmakers were able to send footage to the editors the same day it was shot, a process that would require twenty-four hours had it been shot on film. Footage featuring the planet Mustafar was given to editor Roger Barton, who was on-location in Sydney, Australia cutting the climactic duel. All other footage was forwarded to lead editor Ben Burtt at Skywalker Ranch in California.
  • John DiMaggio was rumored to be a candidate to voice General Grievous, because he had already voiced the character on Star Wars: Clone Wars (2003).
  • When specifically asked if he had supplied the voice of Darth Vader, either newly, or from a previous recording, James Earl Jones answered, "You'd have to ask Lucas about that. I don't know."
  • Hayden Christensen and Ewan McGregor began rehearsing their climactic light-saber duel long before it was shot. They trained extensively with stunt coordinator Nick Gillard to memorize and perform their duel together.
  • The speed at which Darth Vader and Obi-Wan Kenobi engage in their duel is mostly the speed at which it was filmed, although there are instances where single frames were removed to increase the velocity of particular strikes. An example of this occurs as Obi-Wan strikes down on Vader after applying an armlock in the duel's first half.
  • Temuera Morrison and Rena Owen appeared in Once Were Warriors (1994) and What Becomes of the Broken Hearted? (1999).
  • This movie is about Anakin Skywalker, a committed Jedi Knight succumbing to the Dark Side when Supreme Chancellor Palpatine/Darth Sidious manipulates him into pledging himself to the Dark Side, becoming Darth Vader. Natalie Portman (Padmé) starred in Black Swan (2010) as a committed ballerina, who succumbs to her dark side when she is selected to play lead in a new production of Swan Lake. Portman won an Oscar for her performance in the movie.
  • Leia being adopted and raised by Senator Bail Organa explains why she has that surname instead of Skywalker (though her surname had never been mentioned at anytime in the original trilogy). This was done to hide the fact that she and Luke are siblings.
  • Although all but one of her scenes were deleted from this movie, Genevieve O'Reilly reprised her role as Mon Mothma in Rogue One: A Star Wars Story (2016).
  • Anakin's neck-length hair and scar on his face are later copied by his grandson, Ben Solo/Kylo Ren, in Star Wars: Episode VII - The Force Awakens (2015).
  • A similar ascending table shot to introduce Darth Vader in his famous biomechanical suit was used with the monster in The Horror Of Frankenstein (1970), in which the creature was played by David Prowse, the actor who wore the Vader outfit in the original trilogy.
  • "Unlimited Power" is the name of a help book by Anthony Robbins.
  • When Obi-Wan is leaving for Utapau, he turns to Anakin and says "Goodbye, old friend". This seems appropriate as, not only is he saying goodbye for his mission, it is also the final time he sees Anakin before his turn to the Dark Side.
  • This is the only Star Wars film in which C-3PO has full, complete golden armor. In Star Wars: Episode I - The Phantom Menace (1999), he has no armor at all, in Star Wars: Episode II - Attack of the Clones (2002) he has dirty metal armor, in all of the original films he has a silver leg, and in Star Wars: Episode VII - The Force Awakens (2015), he has a red arm.
  • General Grievous has six fingers, including two opposable thumbs on each hand. He was designed this way so he could still wield a light-saber once his arms split in two (leaving three fingers including a thumb on each of his four hands).
  • Towards the end of Episode IV when Luke enters Vader's spaceship, Vader says "I sense something. A presence I have not felt since..." He is talking about Obi-Wan Kenobi, whom he meets for the last time in this movie.
  • The planet Mustafar's similarity to the Arabic name "Mustafa" roughly translates to, "the Chosen One".
  • This movie's story is in reverse order from Star Wars: Episode IV - A New Hope (1977). The first act of this movie starts with a space battle, proceeds with a rescue mission, continues with Anakin realizing his destiny in life, and ending with the Empire taking over. Episode IV opens with the Empire having taken over, proceeds with Luke realizing his destiny in life, continues with a rescue mission, and ends with a space battle.
  • In the original screenplay, when Anakin joins the Dark Side, he is no longer referred to as "Anakin", only as "Vader".
  • When Emperor Palpatine places his hand on the head of the defeated Darth Vader on Mustafar, it is directly reminiscent of when Obi-Wan came to Luke's aid after he was attacked by the Tusken raiders in Star Wars: Episode IV - A New Hope (1977).
  • During the final battle between Darth Vader and Obi-Wan Kenobi, Obi-Wan tells Vader that he has the advantage because he is on higher ground. During a special episode of MythBusters (2003), they learned to use surrogate light-sabers and re-staged the battle. They concluded that there is little or no advantage to having the higher ground.
  • General Grievous has six minutes of screentime.
  • Anakin kills Count Dooku (Sir Christopher Lee) with the light-saber that is later given to his son, Luke (Mark Hamill). Hamill and Lee appeared in Fall of the Eagles (1989).
  • Natalie Portman considers this movie her favorite of the three Star Wars movies she was in.
  • The first shot of Polis Massa, where there are two men in astronaut outfits looking over a base is a reference to 2001: A Space Odyssey (1968), where two astronauts are looking over a moon base.
  • In his first appearance in the trilogy, Anakin Skywalker uses his piloting abilities to help stranded Jedi Qui-Gon Jinn and Obi-Wan Kenobi get off of Tattooine. In his second appearance, he falls in love with Padmé. In this, his final appearance, he uses the line "Here's where the fun begins", and is carried into surgery on a floating medical capsule. In the original trilogy, it is Han Solo who helps Obi-Wan and Luke escape Tattooine and also uses the line "Here's where the fun begins" while being chased by The Empire. Who falls in love with Leia, and who is captured by Boba Fett and taken away on a floating carbonite block. Luke rescues them from their fates in Star Wars: Episode VI - Return of the Jedi (1983). The similarities don't end there. Anakin turns to the Dark Side and becomes Darth Vader. While Han does not suffer that fate, his son later turns to the Dark Side and becomes Kylo Ren.
  • During the invasion of Kashyyyk, the sound of the Boga lizard that Obi-Wan rode on Utapau can be heard when the Wookiees are charging into battle, if you listen very carefully.
  • This is the only Star Wars movie in which C-3PO has complete golden armor. In Star Wars: Episode I - The Phantom Menace (1999) he had no coverings at all, in Star Wars: Episode II - Attack of the Clones (2002) he had grungy tin coverings, in all three original movies, and likely also including Rogue One: A Star Wars Story (2016) he had one silver leg, and in Star Wars: Episode VII - The Force Awakens (2015), he had a red arm, although, in the final shot, he's depicted with a normal arm.
  • The PS2 game of this movie had an alternate ending in which Darth Vader kills Obi-Wan. Moments later, Darth Sidious and clone troopers land on Mustafar and Sidious congratulates Vader for killing Obi-Wan, and that the galaxy is now theirs. Darth Sidious presents Darth Vader with his new light-saber. Vader betrays Sidious and stabs him through the upper torso with his new light-saber and Sidious collapses to the floor dead, and Vader proclaims that the galaxy is his.
  • This is the first Star Wars movie never to be released on VHS in the United States.
  • Star Wars: Episode I - The Phantom Menace (1999) had the Gungan culture where the creatures are hairless, tall, thin, and speak English. The Wookiees in this movie are tall, muscular, hairy and don't speak English. The Ewoks in Star Wars: Episode VI - Return of the Jedi (1983) are short, fat, furry, and don't speak English either. This symbolizes a beginning, middle, and end structure of the creatures in relevance to the first, third, and sixth episodes in the franchise.
  • George Lucas' decision to make General Grevious a cyborg was so that it foreshadowed Darth Vader's transformation into the infamous biomechanical suit that he needs to wear at the end of the movie.
  • Like Strings (2004), this movie is a dark and emotional film about tragedy, betrayal, and romance.
  • Ezra Bridger was born the same day as the formation of the Galactic Empire.
  • Early in the movie, Anakin says "Here's where the fun begins", a line previously only used by Han Solo. Anakin's long hair and facial scar are similar to those of his grandson, and Han Solo's son, Kylo Ren.
  • In the scene where Anakin informs Chancellor Palpatine of Obi-Wan finding General Grevious, Palpatine can be seen studying the plans for the Death Star.
  • Just before Anakin becomes Darth Vader, he saves Palpatine's life. Just before Darth Vader dies in Star Wars: Episode VI - Return of the Jedi (1983), he throws Palpatine down a black hole to his death. This creates a birth and death parallel with Darth Vader and Palpatine.
  • During the production of Star Wars: Episode II - Attack of the Clones (2002), while on-location in Tunisia, George Lucas filmed one scene intended for this movie, so that he would not have to return to that location. Many fans had correctly guessed that it would be the scene of Obi-Wan Kenobi handing infant Luke to his aunt and uncle. The scene was originally shot without Ewan McGregor (who wasn't required for the shoot in Tunisia). A double was filmed in a wide shot, handing over a doll to Owen Lars (Joel Edgerton). However, during production of this movie, Lucas decided that Obi-Wan should hand the infant to Beru (Bonnie Piesse) instead. The scene was re-shot during production of this movie, with all of the actors filmed separately in front of a greenscreen. Ultimately, no part of the original shot was used.
  • As is often done for action scenes, much more of Darth Vader and Obi-Wan's duel was shot than ended up in the movie. On the DVD commentary, George Lucas points out that in the scene where Vader is choke-holding Obi-Wan, the latter is actually holding Vader's light-saber. He stated that shots of Obi-Wan taking Vader's weapon from him were filmed, but edited out of the final cut for pacing reasons.
  • This movie's title refers to the Sith getting their revenge, something to which was already alluded in Star Wars: Episode I - The Phantom Menace (1999). It is, however, never explicitly mentioned in any movie for what they are actually seeking revenge. In official Star Wars canon, the Sith Order emerged from a group of Jedi who challenged the old doctrine that self-sacrifice and restraint were the way to access the Force. Due to the believe that they could harness its power through their (violent) passions, these Sith Lords were exiled from the Jedi Order. The Sith subsequently banded together according to the "Rule of Two", a succession of masters and apprentices with the common goal to conquer the Galactic Republic, and to exact their revenge against the Jedi Order for once expelling them.
  • Star Wars: Episode II - Attack of the Clones (2002) and this movie feature light-saber duels with Yoda, but not Star Wars: Episode I - The Phantom Menace (1999). This is the polar opposite of Obi-Wan Kenobi having a light-saber duel in Episode IV, but not V and VI. Obi-Wan puts his hand on his heart after a planet is destroyed in Episode IV, similar to later in this movie when Yoda puts his hand on his heart after a planet is destroyed. They are both counterparts of each other.
  • The only PG-13 Star Wars movie to not be distributed by Disney.
  • The film takes place nineteen years before Star Wars: Episode IV - A New Hope (1977).
  • In Star Wars Rebels (2014), Kanan Jarrus is revealed as a Jedi, and he survived Order 66.
  • In the opening space battle sequence, Anakin says, "This is where the fun begins." In Star Wars: The Clone Wars (2008), Anakin's apprentice Ahsoka Tano also said this. Obviously, Anakin got that from Ahsoka.
  • James Earl Jones only had three lines in this movie as the voice of Darth Vader, making this his shortest time in a Star Wars movie.
  • Samuel L. Jackson and Hayden Christensen appeared in Star Wars: Episode II - Attack of the Clones (2002), Jumper (2008), and Quantum Quest: A Cassini Space Odyssey (2010).
  • When Palpatine tries to get Anakin to abandon Obi-Wan, Anakin replies that "His fate will be the same as ours." All three characters subsequently die on board a Death Star. Obi-Wan and Palpatine are both killed by Anakin/Darth Vader, while Palpatine fatally wounds Vader.
  • Palpatine/Sidious actually creating Anakin has been a popular fan theroy. In an earlier draft of the movie's screenplay, the point is made more clearly, with Sidious telling Anakin, "I arranged for your conception... You could almost think of me as your father." Later drafts dropped this more blatant declaration, possibly to avoid feeling like a rehash of the famous reveal of Luke's parentage in The Empire Strikes Back. Although it was suggested by Qui-Gon Jinn in The Phantom Menance that Anakin was created by the Force, it is implied in Revenge of the Sith that Anakin may have been created by the Sith when Palpatine tells him of Darth Plagueis's ability to create life. However, this is not made absolutely clear, and may well be Palpatine's way of simply manipulating Anakin by telling him there is a method by which death can be averted
  • The only Star Wars film in which director Steven Spielberg had some uncredited involvement, in the previous films he visited the sets or attended the projections of each film supporting George Lucas. For this film he directed some sequences, Anakin landing General Grievous' cruiser, Obi-Wan chasing Grievous through Utapau, and wrote some ideas for the climatic duel between Anakin and Obi-Wan, he also worked a few days with the art direction team, so he could teach the young and new members of the crew what a director may ask and what can be done.
  • The facial designs for the Polis Massan aliens that assist in the birth of Luke and Leia are based on concepts drawn by Doug Chiang for the Kaminoans in Star Wars: Episode II - Attack of the Clones (2002). Chiang served as concept design supervisor on Episodes I and II but was otherwise not involved with Episode III.
  • When Padmé is looking at the Jedi Temple in her apartment, C-3PO's feet are CGI-made as Anthony Daniels would feel uncomfortable using 3PO's shoes.
  • Bail Organa adopts Leia, becoming her legal father and thus, by extension, father-in-law to Han Solo, although the two characters never meet. Although Jimmy Smits has never worked with Harrison Ford, he did appear in Switch (1991) with Perry King, who played Han in the National Public Radio drama.
  • Only Star Wars prequel to not have a 6 star rating but a 7.6 rating.

Spoilers

  • This movie, Star Wars: Episode VII - The Force Awakens (2015), Rogue One: A Star Wars Story (2016), Star Wars: Episode VIII - The Last Jedi (2017), and Solo: A Star Wars Story (2018) are the only Star Wars movies that do not contain R2-D2 in the final shot.
  • Samuel L. Jackson (Mace Windu) said he knew that he must die in this movie, so he told George Lucas he would only do the movie if Mace Windu goes out in a blaze of glory, and not "like some sucka". On an American late-night talk show, he confirmed that he did indeed have a meaningful death scene, and he does not go out like "some punk".
  • Silas Carson has two death scenes in this movie. One as Ki-Adi Mundi, and the other as Nute Gunray. This is the third time he's died in a Star Wars movie. He was killed at the beginning of Star Wars: Episode I - The Phantom Menace (1999) where he played the pilot blown up in the Trade Federation hanger.
  • In the first draft of George Lucas' screenplay, the movie was to open with a huge montage sequence showing the end of various battles of the Clone Wars on seven different planets across the Galaxy. Each planet was to be distinctly different from the other and was described as "Bridge world", "Ring World", "Crystal world", and "Kelp world" amongst others. This idea evolved into the sequence where we see various Jedi dying at the hands of the Clones on different planets. Four planets made it into this montage: Mygeeto (Crystal world), Felucia, Saleucami, and Cato Neimoidia (Bridge World).
  • Body count: one hundred seventy-one, the highest of any Star Wars movie. This only counts bodies that are seen. If implied deaths are counted, the highest would be Star Wars: Episode VII - The Force Awakens (2015) for its destruction of the Hosnian system and Starkiller Base.
  • Palpatine's light-saber fight with the other Jedi reveals a completely different technique than has been seen before. The Chancellor uses his weapon like a fencing foil, striking with the tip. Since the beam cuts through any substance, this makes even a small strike a killing blow. Except for Mace Windu, all the other Jedi use the edge, which requires a wide space to deliver a stroke. This explains why Palpatine was able to kill so many Jedi in such a short amount of time.
  • The sequence in which Palpatine announces the Empire, while Darth Vader kills the Separatist leaders, was modelled after the famous "Baptism Sequence" in The Godfather (1972). George Lucas was an assistant editor on that movie, and the infant in that sequence was Sofia Coppola, who directed Hayden Christensen in The Virgin Suicides (1999), and appeared in Star Wars: Episode I - The Phantom Menace (1999).
  • This movie more or less backs up Leia's claim in Star Wars: Episode VI - Return of the Jedi (1983) that she vaguely remembers her biological mother Padmé. Though her face is not seen before Padmé dies, she is seen with her eyes wide open when she is adopted by Bail Organa and his wife, implying Leia did see her mother's face. Luke's claim he has no memories of their mother is also supported as his eyes were closed after he was born, and was seen fast asleep when Kenobi hands him over to Beru Whitesun/Lars at the end of the movie.
  • Near the end of this movie, C-3PO is to get his memory wiped by Captain Antilles. This is most likely why C-3PO does not know Obi-Wan Kenobi in Star Wars: Episode IV - A New Hope (1977), as well as not being familiar with his home planet Tatooine, or the Lars who took him, and Shmi Skywalker in the previous movies, in addition to not knowing much about Darth Vader and the Empire, prior to him joining the Dark Side.
  • This movie is noticeably much darker than the rest of the franchise, and the first one to be rated PG-13, instead of PG (PG-13 was a new MPAA rating which had been introduced one year after Star Wars: Episode VI - Return of the Jedi (1983) was released), of which has continued to be the case with every movie in the Star Wars saga since. Notably, this is due to the scene towards the end of the movie, where Darth Vader's body is badly burned by lava, reducing his body to a crispy state without any hair, while he is hanging towards the edge with no legs and only one arm, after losing the climatic duel against Obi-Wan Kenobi, which was able to explain why he needed a biomechanical suit, complete with helmet, in order to survive.
  • The sequence of Darth Vader killing the Separatist leaders while Palpatine declares himself Emperor was modelled after the Baptism sequence from The Godfather (1972). George Lucas was an uncredited assistant editor on that movie, and cast members Roman Coppola and Sofia Coppola appeared in Star Wars: Episode I - The Phantom Menace (1999). Sofia Coppola, who played the baby in that sequence, also directed Hayden Christensen in The Virgin Suicides (1999). Corrado Gaipa, who played Don Tommasino, was also the voice of Obi-Wan Kenobi in the Italian dubbed version of the original trilogy.
  • Despite Anakin trying to prevent his wife Padmé from dying, he ironically causes her death, as it is implied Padmé died of a broken heart, due to Anakin becoming Darth Vader.
  • This is the only movie in the franchise in which Darth Sidious uses a light-saber.
  • In the Star Wars: Episode VI - Return of the Jedi (1983) novelization, Darth Vader fell into a pool of lava. In this movie, he technically doesn't touch the lava, but still gets burned.
  • A glimpse at the original backstory as seen in the novelization of Star Wars: Episode VI - Return of the Jedi (1983) (as well as strongly implied by Leia's lines in said movie) shows us that her mother, who is now known to be Padmé, was originally meant to survive Anakin's turn.
  • There exists concept art of a teenage Boba Fett killing Mace Windu during Order 66. Windu's killer was changed to Palpatine, as George Lucas felt Boba was far too young to believably pose a challenge to a Jedi Master.
  • On the Rebel Force Radio Facebook page, Pablo Hidalgo of Lucasfilm offered up a very interesting tidbit of information. He indicated that in the sound design of Padmé's death and Anakin's rebirth, there was a conscious effort to work with the heartbeats of the two star-crossed lovers. Both of their heartbeats stopped roughly at the same time. Padmé and Anakin actually died to bring Darth Vader to life. Once Vader's mask is put on and sealed up, his heartbeat is clearly heard again. The heartbeat stops for a moment, just too much of a moment to be considered natural. In this way, the death of Anakin and the birth of Darth Vader are no longer figurative terms. This is an actual procedure that took place, with Padmé being collateral damage in Sidious' plan.
  • The duels between Anakin and Count Dooku in Star Wars: Episode II - Attack of the Clones (2002) and this movie have a slight similarity between the duels between Luke and Darth Vader in Star Wars: Episode V - The Empire Strikes Back (1980) and Star Wars: Episode VI - Return of the Jedi (1983). In Star Wars: Episode V - The Empire Strikes Back (1980), Darth Vader severed Luke's arm during their duel, which Luke managed to do back in Star Wars: Episode VI - Return of the Jedi (1983). In Star Wars: Episode II - Attack of the Clones (2002), Count Dooku severed Anakin's arm (who receives a robotic arm after the incident instead of getting his flesh arm reattached), which Anakin manages to do back in this movie (severing both of Count Dooku's arms, and decapitating him soon afterwards).
  • When Darth Vader is first revealed wearing his infamous biomechanical suit, everything around it is black except white smoke in the middle of the scene. This reverses when the audience first sees Darth Vader in Star Wars: Episode IV - A New Hope (1977), where everything around him is white, except black smoke in the middle of the scene.
  • When lightning comes out of Count Dooku's fingers towards the end of Episode II, Obi-Wan uses his lightsaber as a shield upwards where the lightning absorbs into the lightsaber. In Episode III, lightning comes out of Palpatine's fingers and Mace Windu uses his lightsaber as a shield sideways rather than straight up. This bounced the lightning back onto Palpatine making him how he looks in the original trilogy..
  • Padmé dies shortly after giving birth to Princess Leia, played in adulthood by Carrie Fisher. Fisher's real-life mother, Debbie Reynolds, died just a day after her.
  • The scene where Anakin turns to the dark side mirrors his redemption in Star Wars: Episode VI - Return of the Jedi (1983). Here, Mace Windu is being attacked by Palpatine with force lightning. Anakin, after some consideration, sides with Papaltine. In Return of the Jedi, Luke Skywalker is being attacked by Palpatine with force lightning. Anakin (now Darth Vader), after some consideration, sides with Luke. In both instances, this results in the other character falling to his death.
  • During his climactic duel with Anakin, Obi-Wan states that the duel is over, implying that he won because he has the high ground. In Star Wars: Episode I - The Phantom Menace (1999), Obi-Wan defeated Darth Maul despite the latter having the high ground, due to a move that takes Maul off guard. Kenobi won because he had trained Anakin for years, and correctly anticipated that Anakin would try the same move.
  • Padmé's appearance in her funeral procession strongly mirrors Sir John Everett Millais' famous "Ophelia" painting.
  • When it cuts back to Darth Vader after Obi-Wan puts his light-saber away after the battle, you can see Vader's eyes turn yellow, signalling his complete turn to the dark side. Although, his yellow eyes did show up earlier after he had killed the Separatist leaders.
  • The film had a much different ending in the original screenplay. In the original ending when Padme goes to Mustafa to see Anakin, Padme whom no longer loves Anakin and that it was all a farce and she has realized how evil Anakin has become and decides to take action against him and that she has come to Mustafa to kill him and holds a knife in her hands and holds the knife to his neck, but can't bring herself to do it and Anakin leaves and the Separatists arrive moments later and Padme begins the rebellion to overthrow him.
  • Count Dooku was originally supposed to beg Anakin to spare his life. However, Sir Christopher Lee talked George Lucas out of this, arguing it was out of character.
  • The deaths of Padmé and Anakin (emotionally, that is) are the end of one trilogy while the emergence of Darth Vader plus births of Luke and Leia are the start of another.
  • This movie bears some similarities with The Fly (1986) and The Fly II (1989). All three movies were released by Twentieth Century Fox. After Anakin Skywalker becomes Darth Vader and subsequently becomes part machine, Padmé dies giving birth to their newborn twins Luke and Leia.
  • This was the last movie in the Star Wars saga to feature disembodiments from non-droid characters until 2017's The Last Jedi. This happened a total of four times in this movie, first with Count Dooku losing both of his arms followed by a decapitation, then with Mace Windu losing one of his arms, then lastly with Darth Vader losing his left arm and both of his legs. As of 2018, The Last Jedi is the last Star Wars movie to feature a non-droid disembodiment, with Supreme Leader Snoke being cut in half.
  • In early drafts of the script, Padmé would have survived her confrontation with Darth Vader and gone into hiding with the infant Leia on Alderaan. Though this plot point would have more closely matched Leia's recollection of her mother in Star Wars: Episode VI - Return of the Jedi (1983), George Lucas deemed it problematic, as Padmé's death would have to occur off-screen, leaving her story unresolved. Lucas opted in later drafts to have Padmé die as a result of her injuries after confronting Vader, thus bringing her story to a satisfying end.
  • The number in the Order, which Darth Sidious orders the Clone Troopers to betray and eliminate the Jedi, is "66". This was a nod to the number "666", which is the Number of the Beast.
  • Ian McDiarmid claimed that George Lucas pushed for so many takes of the scene Palpatine kills Mace Windu that his maniacal exhausted collapse on his back of hysterical laughter at the end was not acting. Lucas was pleased with the take.
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