“Where is Padme? Is she safe, is she alright?” -Last words by Anakin Skywalker

I love how the birth of Vader, Luke and Leia all happen at the same time.

NOTHING connects the prequels to the originals MORE than hearing James Earl Jones say 'Padme.'

2:15 that first breath, and how it moves the fog around it. it’s just feels like a machine being born. man this scene is killer.

It's been 16 years since this masterpiece came out, and I still cry every time I watch it.

Love this scene and the “Nooo” even though it’s looked down upon. I like how anakin is still there under the suit and how much he cries at first then rages full of hate when he realizes padme is gone. Palpatine’s twisted smile is awesome as well

the fact that when darth vader was born padme died makes this movie more dark

Just realized that at first, Palpatine sounds almost…frightened to tell Anakin that Padmé was dead.

2:01 I love Vader’s eyes here. You can see the shock in his eyes then see how he just accepts it

One of the most tragic moment in star wars

Nobody talks about the physical strength of Vader lol man didn’t just break his cuffs, he RIPPED THEM OUT OF THE DAMN TABLE!!! I mean, that’s just terrifying lol

4:12 When Anakin growled after learning about Padme my heart broke🥺😭

On 0:46, if you listen carefully, you can hear Anakin's heartbeat throughout the entire scene, then on 1:49 as well. However, on 2:08 you can hear the heartbeat fade away, meaning that Anakin has died, but then as the helmet was fully put on and then you could hear the heartbeat again as he was breathing in and out. This could symbolise the rebirth of Anakin into Darth Vader.

fucking horrifying if think about the fact that SIdious had that suit designed to keep anikin in perpetual torment as long as he wore and lived in that suit to fuel his anger and his connection to the dark side even stronger.

When he rises and that soundtrack is playing in the background instantly makes me get goosebumps man... Easily my favourite star wars scene.

The thing is, Vader did indeed kill Padme in his anger. What Palpatine meant was he had actually broken her heart and that his anger and desire to save her life led him to the Dark Side. Her unimaginable grief over the destruction of her husband killed Padme. That's almost what Palpatine was saying.

This is how it feels to be Anakin Skywalker, *forever:* You can hear yourself breathing. It comes hard, harsh and it scrapes nerves already raw; but you cannot stop it. You can never stop it. You cannot even slow it down. You don't even have lungs anymore. Mechanisms hardwired into your chest breathe for you. They will pump oxygen into your bloodstream, *forever.* - On Anakin's rebuilding.

I feel like the only reason people make fun of the “No” is because they think it’s out of character for Vader to say. But it’s totally something Anakin would say, we are witnessing his last bit of light disappear with his cry, permanently erasing his old self.

I really miss Hayden Christeansen for watching him as Anakin Skywalker.

One of the saddest parts is that the final manipulation by Palpatine that turned him into Vader, was also one of the only times Palpatine told him the truth. In his anger, he killed her.

2:09 "Padme, help me" 🥺

4:13 That smile is just wicked

The look on Obi-Wan’s face after Padme dies is golden. He just has this look like “oh crap I gotta raise a kid now, how do I do that”

It’s really sad hearing the pain in his voice for the loss of who he did all of what he did for, “she was alive, I FELT IT, NOOOOO”

Word of God is that the operation took *days, and Anakin was kept conscious for the whole thing.* Granted, it wouldn't have hurt quite as much as it sounds; he was burnt badly enough that most of his nerve endings would have been destroyed, leaving him able to feel nothing at all except in a few areas. Not that that's necessarily better.

Hot Take, this is James Earl Jones best acting as Vader. I love how he starts off with Hayden's vulnerability and fear when asking if Padme is alright, before segueing into his signature anger when he finds out about her death. But that anger is more empathetic than it's ever been, it's like a coping mechanism for his sadness. Even the much maligned "Nooooo!" has so much pain and anguish in his delivery, I love how you can hear his distorted crying moments before.

4:12 you can here the pure frustration/pain in the gargling of his voice before letting out that iconic NOOOOOOOOOO. The force scream is no joke . Mans made the whole building rumble .

2:08 Turn up the volume. "Padme help me"

Man it's been how long? like 15-16 years since this scene was released, and i still remember the feelings from the very first time on the cinema watching it, the silence produced on the Vader Helmet scene and the people screaming and clapping right after the deep first breath.... so simple yet so powerfull scene.

I like how when Vader is yelling in pain from the robots touching him his mouth isn’t moving.

the fact he says "padme help me" just before his suit pressurizes is a nice touch.

"Where is Padme, is she safe, is she alright" Genius dialogue writing there

His cry of nooo is both terrifying and heartbreaking. Especially when it was most likely the Emperor who killed Padme rather than Vader.

Always loved the shot at 0:46 where the operating area looks very similar to the icon of The Galactic Empire. The birth of Vader is also the birth of the Empire.

the juxaposition of padme laying calm on the table, even as she is about to die, whereas anakin is screaming, shaking, resisting, and he is not even dying. the darkness has consumed every fiber of anakin by this point. it controls him.

4:16 I love this moment where he feels all the pain, anger, regret, and self-hatred that he feels and calls out in one single booming word,”NOOO!!” Cause he knows that it’s all his fault.

0:13 That line always breaks my heart.

Me and my little brother watched this movie on DVD when we were kids. I enjoyed every moment of this film. He on the other hand, thanks to this scene in particular, never wanted to watch revenge of the sith again because he was scared of how Vader came to be. Good times.

We have been wrong about Lucas. His cinematic vision is stunning, all things considered. These two scenes- both are medical, clinical, and life-giving. But one is familiar, human, and "good," the other, alienating, half-human half-machine, and "wicked." The end of two characters' lives, the beginning of two new ones. The end of biological life as human, the beginning of cybernetic life as a mangled cyborg. The Force wielding both lives' threads in an endless play. Two characters' threads intertwine in a similar way, yet so starkly contrasted. And this kind of narrative reflection occurs not just in the same film, but in different films at the exact opposite moment from prequel to OT (I can't speak to the sequels, doesn't seem to have been much thought to those, even if they're still pretty enjoyable on a purely fan basis). Idk, I just think there's a lot more to the prequels, some of the decisions are not great, but not terrible, some decisions should have been discarded (not the CGI, which I usually hate, but moreso the dialogue, very cringe and inappropriate for the impact they're supposed to carry). But overall, I think Lucas' efforts on the prequels deserves a reevaluation. I think he really did care. He was just surrounded by yes men. But when his grand vision works, fucking hell, it works.

The way she says “Leia” makes me cry. There’s so much unsaid, so much love and so much longing. Her little girl. 😭 Also I can’t believe I never noticed this before, but obiwan is holding Leia as Padme dies, right? And she cries, which ties into the “I remember my mother” thing. That’s honestly genius.

Palpatine, you sick bastard...

What nobody notices is that Anakin’s passive and robotic tone of speaking throughout the prequels mirrors, the way he would speak as Darth Vader.

2:08 Fun fact. If you listen *VERY* *CLOSELY* you can hear Anakin whisper "Padame help me" just before the helmet is put on

The Rebirth of Anakin Skywalker to Darth Vader

4:17 And thus a meme was born.

3:02 "I am the Sith Lord, but I could not save her."

It’s interesting how Palpatine watches over this

okay the “nooo” takes me out of it a bit but the chorus drowning out the orchestra while Vader rises hits so damn hard

Heartbreaking thing is, despite all her efforts to express hope, she's too overwhelmed with despair

I love how vader still acts like Anakin here He was worried about Padme and denies killing her

I always imagine that either Palpatine is (deliberately) leeching "life" away from Padmé through the Force to save Anakin, or Anakin is (unwittingly) doing it himself. That's why Anakin survived such extreme injuries and Padmé just "lost the will to live". The droids have no clue why she's dying because they don't understand the Force, as she's not dying from any physiological failure but rather by mystical processes.

3:54 when I wake up from a dream where I found my soul mate

2:22 I never noticed vader actually blows the smoke away 😂 lovely touch

3:44 And that is why you never join the dark side.

The fact that Palpatine was unaffected by vaders sudden force outburst is insane,shows you that hes a league in his own

That line from Sidious was the last thing needed to 'kill' Anakin, the last thing that was holding onto "the good" in him. Only to be revived after Luke in RoTJ.

3:57 when vader crushed the droid you can hear lukes theme briefly

2:07 I hear padma help me

Wearing headphones watching this you can hear Vader heartbeat stop then start once he takes his first breath. Its haunting

That sound as they’re putting the top of Vaders helmet on is so fking satisfying, the air suction, the hiss, and ultimately the first Vader breath. Just brilliant

I think you can hear vaders heartbeat during surgery

A very small detail I LOVE in Revenge of the Sith is when Anakin first dons the helm and James Earl Jones is voicing him. When he says "She was alive! I felt it!!" he delivers it exactly as Hayden Christensen would have; saying the line through gritted teeth

2:08 "Padmé, help me"

The "padme help me" gets me everytime

Easily one of the greatest moments in Star Wars

4:16 At that moment, the last shred of humanity he had was gone.

I like how they're both shown on operating tables.

2:55 Just think, after Padme told Obi Wan about still sensing good in Anakin, he doesn’t even realize he’s still alive. He thought he was destroyed on Mustafar.

Did you know that just before the mask is put on vader you can hear him faintly say "padme help me"

Pretty sure in the books, when Vader started using the force in this scene he was trying to crush palpatine. Just thought that was a neat little thing to express

Anakin died and Vader came to life

3:54 This movie came out on my 8th birthday and this scene truly both scared the shit out of me but also gave me goosebumps of excitement. Probably the first time I remember feeling something other than childish and innocent joy on a movie theater, an amazing memory to cherish forever.

Thats been the only time ive ever seen standing ovation in a cinema.

You remember the dragon that you brought Vader forth from your heart to slay. You remember the cold venom in Vader's blood. You remember the furnace of Vader's fury, and the black hatred of seizing her throat to silence her lying mouth-and there is one blazing moment in which you finally understand that there was no dragon. That there was no Vader. That there was only you. Only Anakin Skywalker. That it was all you. Is you. Only you. You did it. You killed her. You killed her because, finally, when you could have saved her, when you could have gone away with her, when you could have been thinking about her, you were only thinking about yourself... it is in this blazing moment that you finally understand the trap of the dark side, the final cruelty of the Sith-because now your self is all you will ever have. And you rage and scream and reach through the Force to crush the shadow who has destroyed you, but you are so far less now than what you were, you are more than half machine, you are like a painter who has gone blind, a composer gone deaf, you can remember where the power was but the power you can touch is only a memory, and so with all your world-destroying fury it is only droids around you that implode, and equipment, and the table on which you were strapped shatters, and in the end, you cannot touch the shadow. In the end, you do not even want to. In the end, the shadow is all you have left. Because the shadow understands you, the shadow forgives you, the shadow gathers you unto itself-and within your furnace heart, you burn in your own flame. This is how it feels to be Anakin Skywalker, forever. -Revenge of the Sith Novelization

1:55 to 2:26 is just pure goosebumps every time

What makes this scene more sad is the contrast between Padme & Anankin. Anakin's nightmare & paranoia of Padme dying unfortunately comes true. And Anankin hallucinating Obi Wan is the one to help Padme give birth also happens. Everything Anakin does only makes his fears come to reality not to go away. For example Anakin became blind to the fact that him turning to the dark side only caused Padme to die of a broken heart and he unintentionally allowed his fears on losing her come true. Also while Padme was dying, she was at least in company of her friends including Obi Wan, Yoda & Bail Organa. Anakin on the other hand was all alone with nothing but medical droids giving him painful surgery. Another good symbolism is that Padme and the Jedi being in a well lit room symbolised the light side of the force while the dark and goth surgery room Anakin was in symbolised the dark side.

This scene still gets me in the feels all these years later....😭😭..... Can still do without the NOOOOOOO tho...

This exact same music when the “no” comes on can be heard during Qui-Gon Jinn’s funeral. This very specific choral score illustrates both Anakin’s birth and death as a Jedi. At Qui-Gon’s funeral, Obi-Wan said that he would train Anakin, signifying the birth of himself as a Jedi Knight. When learning that Padmé had died, the same choral score illustrates how the Jedi Knight has truly fallen to the dark side, hence his death

I like that the song of qui gon's death is also Darth vader's born

No matter how many times I see this it still gives me chills

It's so sad Anakin and Padme technically died together and the void that was created was Vadar having to live out a shadow of a life after he lost everyone and everything that he cared and loved about. Also crazy that Padme sensed there was still good in him and tells Obi Wan, kind of makes their reunion in the obi wan series more impactful

Padme’s last words “Obi Wan… There’s Good in him… I know… I know there is… Still” She wasn’t wrong in the end.

This scene is so well put together

This is the most dramatic and emotional scenes where one of the main heroes turns into the main villain "You either die a hero or live long enough to see yourself become the villain"

You can hear the pain and anguish in vaders voice when he realised everything he loved was gone explained as well why he became so ruthless and merciless he felt inside a hidden pain and failure to save the one thing he loved the most and it only drove him to go on and do much worse things including the slaughter of alderaan and the massacre of innocents across the galaxy but deep inside anakin skywalker was still in there it only took his children and his sons pleas for help to bring him back out and destroy the emperor so profound this scene always makes me cry specially when you go to the original episodes 4, 5 and 6 return of the jedi ehere he sees luke for the first time realises he has a son ♥

Darth Vaders story is truly one of the most tragic fictional villian story ever made... Episode 3 was truly indeed a masterpiece in showing Anakins downward spiral to darkness and complete ruin, it could even be poetic...so sad how unrated this movie is out of the whole Star Wars saga...Hands down its the best!

Edited so well. It's amazing.

3:03, When I get raised in the chair at the Dentist

Palpatine is Frankenstein and Vader is Frankenstein’s monster

This Masterpiece Still give me chills when i hear the first breath of Lord Vader 🔥

Fun fact: When the movie was released Obi-Wan, Anakin, C-3PO and R2-D2 were the only characters who appeared in all Star Wars movies until that point

Its clear in 4K that Hayden Christensens mouth was closed, when he screams during the surgery.

Padmé Amidala Skywalker, Rest in Peace.

Does anyone notice Anikin is literally crying before he yells no? It’s because of that that those memes make me kinda mad

What a shot of that mask coming down. We knew exactly how this movie was ending and waited 20 years for this moment from when it came off back in 1983. We left where we came in.

A potential chosen one is dead, a new fearsome villain is now born.

I always envision that as the equipment is imploding Vader is reaching out through the force desperately seeking sense of Padme’s life force or presence. When you imagine thats whats happening in the moment his “Noooo” is so much more impactful and hits the emotional note as the viewer so much better than if you just watch the scene.

3:03 It's the man of the hour!

0:54 is how I feel when I have to get up to go to work after the weekend is over.

“Where is Ahsoka? Is she safe? Is she alright?”