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Stray Thoughts: Revisiting "Revenge of the Sith"

🤺 And I will strike down upon thee with great vengeance and furious anger...



Two blog posts in a week. What madness is this!? Anyhoo...

Star Wars Episode III: Revenge of the Sith was back in theaters this week to celebrate its 20th anniversary. My kids are big Star Wars fans and never got to see this one in the cinema, so we went. They had a lot of fun. The prequels are pretty popular with kids as well as the Zoomers who were kids when they came out. As for me?

It... uh... has not gotten any better with age. But it is interesting to revisit it as an older filmgoer, free from the intoxicating hype of people still thinking the prequels were any good. And as someone who now spends a fair amount of time thinking about story structure and narrative, I have a better understanding of what doesn't work about it. But first! A little history!

I saw Star Wars Episode III: Revenge of the Sith at the Arclight in Hollywood, because it came out during the long weekend I spent living in Los Angeles. The Arclight, now closed, wasn't as famous as Grauman's Chinese, but it was a better theater and was within walking distance of our apartment, so it was our go-to for movies. The hype around the movie was pretty positive. It was widely hailed as "the best Star Wars since Empire" which has never been true of any Star Wars movie other than Return of the Jedi, but it's the phrase that gets batted around every time there's a new release that isn't an obvious turd, so here we are. Not only was the early buzz positive on this movie, I'd picked up a copy of the official novelization and it was pretty darned good. It smoothed over a lot of the rough edges from the first two prequels and managed to tell a compelling story with stakes and narrative cohesion and everything. So my expectations were pretty high going into the theater.

And they were not met. To be clear, I didn't hate it. At the end of the day, it was a Star War—a vehicle for delivering lore and light saber battles, and it delivered on those. But it still rang a bit hollow, even though I couldn't articulate why at the time. There was a lot of plot but not really any story. The acting was wooden, even from top caliber actors. It never stopped moving but also never really commanded your attention. In short, it suffered from the same issues that had plagued the other two prequels. It certainly wasn't helped by seeing it on such a huge screen. The effects were state of the art for the time, but I could still see aliasing around people's hair. It looked cartoony because of a lack of volumetrics and particle compositing and dynamic range. And lemme tell ya, that final shot of Owen and Beru staring at the dual sunset on Tatooine loses something when you can see digital artifacts in the clouds and the faintest hint of blue matte lines around their heads. But despite that, it was a triumph of spectacle over story, and while I had no desire to watch it again anytime soon, I was glad I'd seen it.

Oh what a difference twenty years can make. I can now articulate quite clearly why this movie doesn't work. And it boils down to one simple fact about George Lucas. It's same reason Paul McCartney hasn't put out a good album in decades.

There's nobody around who is willing to tell him "no." No one challenged him on anything, and creativity without constraint becomes self-indulgent. The writing is bad and the direction is lazy. The filmmaking methodology was flawed—and that flaw was evident in from the very first movie, so it's not like it couldn't have been fixed. And it's not entirely Lucas's fault. He's not an experienced filmmaker. The last movie he'd ever directed prior to The Phantom Menace was 1977's Star Wars, and that was a movie that fundamentally didn't work until it was re-edited. And no, Lucas didn't direct either Empire or Jedi, or anything else at all in over twenty years. From a certain point of view, he was not qualified for this. But he held the keys to the kingdom, and nobody was going to disagree.

And while this is true, it's not exactly useful. So let's dig in. What specifically is bad about this movie?

Let's start with the writing. It's bad, and it's bad on a couple of different levels. First, the dialog is terrible. And it has always been terrible. As Harrison Ford famously told Lucas: "George, you can type this shit, but you can't say it." But in the original trilogy, the actors were given some leeway to make the lines feel more like something their character would say. In Empire, when Han responds to Leia's "I love you" with "I know," that was an improvisation from Ford, because the line as scripted just wasn't working. In the above linked video you can see comparisons of the dialog in the shooting script against what was shot on set and compared to what was in the theatrical cut of the film, and it changes a lot.

That didn't really happen in the prequel trilogy because of the way they were shot—the filmmaking flaw that I alluded to earlier. And it's something I'm going to circle back to. But that inability to modify dialog, to riff, to let the actors own the characters... that's how you end up with nonsense like "It's over Anakin, I have the high ground" or this exchange that happens right smack in the middle of the final battle. The dialog throughout is just so damned clunky. Like late-career M. Night Shyamalan levels of clunky. How hard is it to hire a line editor? Seriously!?

The movie also loses my favorite line of dialog from the novelization. I don't know if it was in the shooting script and got dropped or if it was just an invention of Matthew Stover's for the book. When General Grevious says "I was trained in your Jedi arts by count Dooku" Obi-wan's retort is "And I trained the Jedi that killed him." That's a baller line. But it didn't make it into the film.

There's another moment in the novelization that I was disappointed didn't make it into the movie, and that's the reveal that Palpatine is Darth Sidious. In the book, it happens right at the end of the second chapter. There's an exchange between Sidious and Dooku with Palpatine held hostage, and it ends by explicitly telling the reader that Sidious and Palpatine are the same person. It's a great narrative choice, because the fact that Palpatine will become the emperor was one of the worst-kept secrets in the prequel trilogy. Trying to build it up like a big reveal would have been anticlimactic to all but the most naive viewers. By placing that reveal in the first scene, it becomes the inciting incident for the story. The movie fumbles this spectacularly. There is no reveal. There just isn't one. We see Palpatine getting progressively sketchier and then by the time Anakin puts it together, you feel like he's kind of an idiot for taking so long. It fundamentally doesn't work.

And this speaks to another issue with the writing. The story doesn't work. There's a lot of plot, but important beats are explained rather than demonstrated, and there are whole stretches where it feels like nothing happens. There's also a dire lack of character moments. We never get a real feel for who these people are. There's one scene of Anakin and Obi-Wan working together, and it's mostly played for comedy. We never get to see them being the hero team that they are in The Clone Wars animated series. It's just not there in the film.

And the plot, for all its convolution, is kinda dumb. Anakin is big sad that he might lose his secret wife. Something something palace intrigue, and then he kills a bunch of children!!!! Who thought this was a good idea!? Mercifully, the plot is simplified down from the nonsense that was Attack of the Clones—who the hell knows what was supposed to be going on there? But as a story, it's broken. It's unfocused and it fails to give the audience the information they need in order to properly process it. Everything's just laid out with the expectation that viewers will hoover it up because it's Star Wars. And while Lucas was right to make that assumption... it's still bad storytelling.

Again, that linked video about how Star Wars was saved in the edit is quite instructive. The original rough assembly that Lucas screened for his film school friends spent the first quarter of its runtime info-dumping lore on the audience. At one point, the opening crawl was six paragraphs long! It all needed to be pared down and focused. And to Lucas's credit, he knew that the rough cut wasn't working when he screened it for his friends. He was the one who brought in a new editing team to re-cut it from the ground up. And one of the things they did was restructure the story by moving a bunch of scenes around to fix pacing issues. But there was no one doing that in 2005. So for the first half of Act II of Revenge of the Sith, we don't get scenes that progress the story and flow naturally into each other. Instead we get fast, intercut scenes that are nothing but Lucas's bad dialog.

And they're soooooo poorly directed. As a rule, when you see good actors giving bad performances, that's a failure of direction. The director's job on set is to capture the performances, and Lucas fails to do so. But it's not just bad direction, it's lazy direction. For a movie that has so much talking, the dialog scenes are completely unimaginative in the way they're staged or executed. It's two people talking with over-the-shoulder shots and reverses, and then two-thirds of the way through the scene someone will turn away and stare out a window or something, and then we focus-rack back to the other character and end it. It's. Just. Boring. Because Lucas doesn't care about the dialog and character scenes. They're just a way to deliver the plot that holds the movie together between set-pieces and fan-service drops.

The problem is: if you aren't engaged with the story or the characters, the set-pieces don't have a lot of impact. Spectacle is fun, but it gets old and it depreciates with age. On the other hand, a movie with bad special effects can still hold up if the characters and the story are compelling. My favorite movie is The Princess Bride, and you very clearly see all of the seams holding that thing together. None of the effects hold up worth a dang, but it doesn't matter because the story does. This is important, because at some point in the future, the best special effects will look cheap and dated.

And then there's the self-indulgence. So much of the prequels is a rehash of ideas that weren't good enough to be in the original trilogy. You know why General Grevious is hacking and coughing and sounds like he's dying? Because that was the original intent for Darth Vader. But it didn't work, so instead Vader got the now-iconic ventilator sound. But just because it didn't work in 1977, that's no reason it can't work in 2005, right? Right? Someone, anyone, tell Lucas that this is a bad idea to have a main villain who sounds like he might accidentally asphyxiate himself at any moment!

And someone should also tell him that his production pipeline is killing his movies. At the heart of the bad direction—the spectacle-over-story mindset—is the way the movies were made. They are effects-driven movies, and the entire production pipeline was built around delivering the effects. On the one hand, this makes sense. Lucas is nothing if not endlessly imaginative. He wanted to use the then-nascent digital technology to realize a vision of a Star Wars universe that was previously impossible. Kudos for that. But it happened at the expense of everything else.

Here's the issue, the filmmaking flaw that I've alluded to twice now. Digital effects on that scale in 2005 take a lot of time and a lot of planning. So when I say that Lucas's filmmaking pipeline was effects-centric, that doesn't just mean it story-boarded or pre-vizzed. It means the effects animators made rough versions of the scenes filming themselves as the characters. And then they used those rough versions to start work on the digital animation. Those versions became sacrosanct, because the effects were married to that sequence. So... essentially... the film was shot-locked before a single actor set foot in front of a camera. They were told to match the animators' versions, because otherwise the effects wouldn't work.

That doesn't leave a lot of room for the actors to... you know... act.

This is how you get consistently bad takes from talents like Ewan McGregor and Natalie Portman. Honestly, the fact that Frank Oz and Liam Neeson were able to be compelling presences at all is a testament to just how much of a powerhouse performer each of them is.

And this, in microcosm, is the problem with the whole prequel trilogy, and this movie in particular. It was never "what story do we want to tell?" It was always "We need a movie that accomplishes these things." Which is why they are rich in spectacle and fan-service, but utterly hollow in every way that matters.

That's what I think anyway,
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