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.
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.
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.
The images of the volcanic eruption on Mustafar is real footage of Mt. Etna in Italy, which was erupting at the time of production.
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).
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.
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.
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 Anakin.
Natalie Portman considers this movie her favorite of the three Star Wars movies she was in.
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.
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."
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.
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 volcanic world of Mustafar was designed to look like George Lucas's vision of hell.
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.
After their climactic duel, Obi-Wan can be seen picking up Anakin's lightsaber, which he later gives to Luke in Star Wars: Episode IV - A New Hope (1977).
Every clone trooper in the film is CGI. Not a single real clone costume or helmet was featured in the movie.
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.
Hayden Christensen gained twenty-four pounds for this movie. He did so by eating six meals a day.
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.
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.
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 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 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.
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.
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."
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.
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.
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).
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.
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.
Palpatine/Sidious actually creating Anakin has been a popular fan theory. 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 Star Wars: Episode V - The Empire Strikes Back (1980). Although it was suggested by Qui-Gon Jinn in Star Wars: Episode I - The Phantom Menace (1999) that Anakin was created by the Force, it is implied in this movie that Anakin may have been created by the Sith when Palpatine tells him of Darth Plagueis' 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.
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.
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.
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.
EASTER EGG: On the Options menu, press "11 Enter 3 Enter 8 Enter" (1138). Yoda will dance to hip-hop music.
In the scene where Anakin informs Chancellor Palpatine of Obi-Wan finding General Grievous, Palpatine can be seen studying the plans for the Death Star.
Bail Organa's ship at the end was a real set. No greenscreen work was used for that scene.
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 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.
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.
Ian McDiarmid recorded his scenes in the opera box on Coruscant while suffering with a case of laryngitis.
The planet Mustafar's similarity to the Arabic name "Mustafa" roughly translates to, "the Chosen One".
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.
Ian McDiarmid is doubled by a trained stuntman for his lightsaber 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.
FRANCHISE TRADEMARK: (dialogue) Obi-Wan Kenobi says "I have a bad feeling about this" during one of the first scenes of the movie.
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.
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".
A subscription service offered by Lucasfilm offered fans the chance to watch various stages of the production via a webcam.
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.
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.
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 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.
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.
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.
For the Kashyyyk environment, the art department turned to the much derided The Star Wars Holiday Special (1978) for inspiration.
John Williams passed on scoring Harry Potter and the Goblet of Fire (2005) in favor of this movie and Memoirs of a Geisha (2005).
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.
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, with Disney owning the entire film franchise.
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 Star Wars: Episode V - The Empire Strikes Back (1980), replacing the unknown woman, and the voice of Clive Revill.
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.
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.
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.
Despite prominent billing as part of the cast, Sir Christopher Lee is only in the movie for three minutes.
This is the best received movie of the Star Wars prequel trilogy, even though it was the only one to not be nominated for the Best Special Effects Oscar.
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.
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).
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.
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).
Hayden Christensen and Ewan McGregor began rehearsing their climactic lightsaber duel long before it was shot. They trained extensively with stunt coordinator Nick Gillard to memorize and perform their duel together.
This movie marks the first (and only) time that audiences see two lightsabers of the same color fight and hit each other.
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).
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 color palette of the movie was inspired by the paintings of Mark Rothko. George Lucas is a big fan of the painter.
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.
The role of Captain Antilles was originally offered to Denis Lawson, who played Wedge Antilles in the original trilogy.
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.
The film takes place nineteen years before Star Wars: Episode IV - A New Hope (1977).
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).
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).
General Grievous has six fingers, including two opposable thumbs on each hand. He was designed this way so he could still wield a lightsaber once his arms split in two (leaving three fingers including a thumb on each of his four hands).
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.
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).
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.
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 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.
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".
Leia's adoption by Senator Bail Organa explains why she has that surname instead of Skywalker (though her surname is not mentioned at any time in the original trilogy). This was done to hide the fact that she and Luke are siblings.
Aiden Barton, the toddler who portrayed the infants Luke Skywalker and Leia Organa, is the son of crew member Roger Barton.
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.
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.
The post-production department began work during filming and continued until a few weeks before this movie was released.
Many viewers were surprised that General Grievous could be trained in the Jedi arts, much less wield a lightsaber. 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 lightsabers like Jedi with enough time and effort.)
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.
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).
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.
The PS2/Xbox 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 lightsaber. Vader betrays Sidious and stabs him through the upper torso with his new lightsaber and Sidious collapses to the floor dead, and Vader proclaims that the galaxy is his.
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.
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."
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.
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.
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.
Stuntman Nick Gillard says that the idea for the classic moment, "I have the high ground", came when he and Hayden Christensen (who plays Anakin in Attack of the Clones and Revenge Of The Sith) were headed out to grab a bite during filming in Australia. "We would eat in this restaurant every night that was up a hill," Gillard explained. "You could walk up the road and down to this restaurant, or you could walk across a steep bank to it. For me, I always want the most direct route so I'm going for the bank, and [Hayden] hates walking on a slope, so that was in my mind about the higher ground. If I can get [Anakin] on the slope, Obi might have a chance."
In the original screenplay, when Anakin joins the Dark Side, he is no longer referred to as "Anakin", only as "Vader".
Clone Trooper Commander Cody was named in honor of the old comic hero Commando Cody.
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.
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.
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.
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 pregnant with the two people who will play a significant role in overthrowing the Empire years later. Her role as mother of the Rebel Alliance is therefore further emphasized by this hair decoration.
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 his friend 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.
George Lucas' decision to make General Grievous 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.
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 lightsaber fight with Obi-Wan, and once in the background, wearing his iconic Darth Vader helmet. Obi-Wan Kenobi is the runner-up with two depictions on the same movie poster.
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.
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).
This is the only movie in the prequel trilogy where C-3PO has a gold-painted shell, 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.
Contrary to some belief, General Grievous, while trained in lightsaber combat by Dooku, knows nothing about the Force, and is not Force-sensitive. By saying "trained in the Jedi arts", he means lightsaber combat only.
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.
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.
The cans containing reels of this movie were falsely marked with the title "The Bridge" for at least one pre-release screening.
Anakin breaks the Jedi Code but is told Count Dooku was too dangerous to keep alive. Later Jedi Master Mace Windu tries to use the same justification, and Anakin sees it as the final nail in the coffin for the Jedi Council's hypocrisy.
If you listen very carefully Anakin can be heard wheezing for Padmé to help him when he has his infamous mask put on for the first time.
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.
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.
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.
Oscar-winning screenwriter Tom Stoppard did a "script polish" for the movie, something he's done on many Lucasfilm productions. Stoppard, who wrote such plays as Rosencrantz and Guildenstern Are Dead, Jumpers, The Real Thing, Arcadia, The Invention of Love, The Coast of Utopia, and Leopoldstadt, was arguably the most lauded British playwright of the second half of the twentieth century.
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.
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. In the novelization, Vader is in a coma.
During the final confrontation between Anakin and Obi-Wan, a different scene was conceived that was ultimately overturned by George Lucas. In the end, Anakin would have had Obi-Wan by the throat, about to strike the final blow. Anakin says "I'm sorry it has to be this way, my master." Anakin swings his lightsaber for Obi-Wan's head but during that move, Obi-Wan Force Pulls his lightsaber from a different direction but as he made a turn to defend his back, the lightsaber ignites and cuts through Anakin's arms. Stunt coordinator Nick Gillard says that they battled the hardest to keep this scene, but in the end George Lucas wanted the now infamous "high ground" scene to stay.
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.
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 lightsabers and re-staged the battle. They concluded that there is little or no advantage to having the higher ground.
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.
The first teaser trailer, released on November 5, 2004, was code-named "Sand Dogs".
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.
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.
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.
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.
George Lucas originally wanted Sammo Kam-Bo Hung to be the lightsaber fight choreographer.
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.
Chancellor Palpatine is seen with Anakin walking into the Chancellor's office. The urns seen are called "Spirit Urns", one of which, according to legend, holds the remains of his previous Master and Dark Lord of the Sith, Darth Plagueis.
For Anakin's hairstyle, George Lucas said "he can't look cute he's gotta look rugged."
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).
The duel in Palpatine's office between Palpatine and the four Jedi Masters marks the first and only time there are four different colours of lightsaber blades in any scene across the prequels, the original films, and the three new films. These colours are: blue, green, purple/violet, and red.
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 lightsaber. 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 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).
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).
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.
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 Anakin and Obi-Wan are returning the emperor after the rescue, as their ship docks, you can see the Millenium Falcon docking on the next lower level and to their right.
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.
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.
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).
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.
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".
During the Battle of Coruscant, much of the Republic ship design is meant to foreshadow the Galactic Civil War: The Republic's Venator starcruisers are even closer in design to the Imperial Star Destroyers than the Acclamator-class ships of the previous film. During the Action Prologue, they still sport the Republic's red-and-white paintjob, but by the film's denouement, they are depicted in Imperial grey. The ARC-170 starfighters are precursors of the Rebel Alliance's X-Wings, larger and with a different kind of splitting-wing. The briefly-glimpsed V-Wings have vertical wing-tip stabilizers similar to the TIE Fighter, and are more prominently featured in the film's denoument alongside the Venators' new grey paintjob. The fighters flown by Anakin and Obi-Wan share the windshield design of the TIE Fighter. As one final reminder to the audience of what is to become of the Republic (not to mention Anakin Skywalker), the S-Foils on their fighters deploy and take the shape of a pair of curved vertical wingtip stabilizers, evoking the design of Darth Vader's TIE Advanced.
The color pallette of the movie was inspired by the paintings of Mark Rothko. George Lucas is a big fan of the painter.
In the original release of the DVD, an Easter Egg can be found by pressing 11 Enter, 3 Enter, 8 Enter (1138) on your remote and a short video will play featuring Yoda break dancing in front of a few clone troopers. The code (1138) is a play on George Lucas' 1971 film THX 1138, and THX is also a company founded by Lucas in 1983 that serves as the audio production for most audio entertainments, including home theater systems, computer speakers and video games. THX Sound served as the primary audio source for the special edition re-release of the original Star Wars Trilogy in 1997 as well as the prequel trilogy from 1999 to 2005.
This is the only film where Palpatine has a major role namely turning Anakin to the dark side and turning dictator. In all other films he stars in his role is either a cameo or supporting.
As The Mandalorian (2019) was created long after the films release, Grogu does not physically appear. However, his flashback in The Book of Boba Fett: Chapter 6: From the Desert Comes a Stranger (2022) implies that he would have witnessed the Jedi Purge in the Jedi Temple as depicted in the film.
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.
An internet hoax said John Rhys-Davies was considered for the role of General Grievous.
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."
At the end, when the emperor and Vader are observing the initial construction of the Death Star, the officer with them is clearly supposed to be a young Grand Moff Tarkin (played by Peter Cushing in the original Star Wars) who later will be the commander of the Death Star. The actor has the same extreme hollow cheek appearance and hair style for which Cushing is known.
In the scene after Darth Vader Force chokes Padmé, he and Obi-Wan begin their face-to-face confrontation verbatim. After Obi-Wan says, "Anakin, my allegiance is to the Republic! To democracy," Vader replies, "If you're not with me, then you're my enemy!" That is a reference to the biblical passage Matthew 12:30.
the Jedi who gets killed by Vader in the hologram is played by stuntman Nick Gillard, who served as the stunt coordinator for all three Star Wars prequel films. The character's name, Cin Drallig, is Gillard's name backwards.
Jeremy Bulloch and Temuera Morrison having previously portrayed Boba and Jango Fett respectively appear in this film.
Sir Christopher Lee's voice, in the Italian version, was dubbed by Omero Antonutti.
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).
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.
After the films release, fans have speculated that Darth Vader and Obi-Wan's paths don't cross again until their duel on the Death Star (19 years after their duel on Mustafar) in Star Wars: Episode IV - A New Hope (1977). Their paths cross again in Obi-Wan Kenobi (2022) (10 years after their duel). In Obi-Wan Kenobi: Part I (2022) Obi-Wan is haunted by memories of his duel with Anakin Skywalker on Mustafar.
This is the first Star Wars film to be rated PG-13 by the MPAA, unlike the previous Star Wars films were rated PG.
Set and released three years after Star Wars: Episode II - Attack of the Clones (2002).
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.
Released just six days after the airing of the final episode of Star Trek: Enterprise (2001).
Anakin kills Count Dooku (Sir Christopher Lee) with the lightsaber that is later given to his son, Luke (Mark Hamill). Hamill and Lee appeared in Night of the Eagles (1989).
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.
Obi Wan's line "So Uncivilized" was actually referring to the blaster, not Grievous. This is a reference to A New Hope where he said that the Lightsaber wasn't clumsy or random.
A bootleg version was released in Shanghai, China, titled Star War The Third Gather: The Backstroke of the West. An American bought it and found the English subtitles were mostly machine-translated from Simplified Chinese to English and back again, creating hilarious translations. Other translations were added by the Chinese translator.
The closing portion of this film clearly sets up the events of Star Wars: Episode IV - A New Hope (1977), and arguably sets-up certain elements of Rogue One, which itself chronologically happens after this film, but immediately precedes Star Wars: Episode IV - A New Hope (1977).
As Obi-Wan and Anakin fight B1 battle droids, R2-D2 helps by tripping one in the background.
Jett Lucas: The young Jedi who rushes from the Temple towards Bail Organa's speeder during the Jedi Purge is played by George Lucas' son.
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.