The bulk of the story plays out

Rating: 8/10 (17 December 2019)

George Lucas has said that when he had asserted that the entire prequel trilogy was planned in the era of the original trilogy, he actually only meant the story captured in Revenge of the Sith. Everything before that was less clear to him, and it feels very obvious in retrospect. The first two prequels were searching for a story with certain thematic elements taking center stage for moments at a time. The third one allows the viewer to look back over the first two films with a new lens to see what Lucas was trying to do far more clearly. The concepts of some of the things he dropped into the first two prequels were intelligently done, but the execution was always faulty. Here, everything comes together (mostly well) to deliver a story built on an idea but also functions as an actual story.
There's a very clear destination for the narrative of this third prequel film, the fall of Anakin Skywalker into the identity of Darth Vader. We start at a clear point where Anakin is still a good man of great ability who feels he's being held back while maintaining a secret marriage to Padme. The holding of his own secrets as well as his frustration with his growth as a jedi, which the Council seems to be intentionally holding back, places him in a rather ripe position for temptation. In Chancellor Palpatine, Lucas has created an intelligent voice of seduction that knows just how to prod Anakin in exactly the right way while knowing how to recover from moments where Anakin plays surprisingly strongly to his jedi teachings.
Alongside Anakin is Obi-wan, and their relationship is what really drives the emotional arc of the film. At the start, we finally see them as a bickering pair of good friends (only hinted at in Episode II) who respect each other's abilities. Anakin is an inventive pilot while Obi-wan's wisdom gets them out of certain sticky situations. They have a banter that feels quite natural, and to watch Ob-wan powerlessly observe the effects of Palpatine's influence on his young apprentice, the tragedy feels quite real.
Structurally, the movie felt a bit random at first, but in retrospect it's actually quite well done. At the start, Anakin and Ob-wan work together to weave their way through a large space battle and rescue Chancellor Palpatine from the clutches of the new antagonist General Grievous. After this, the story branches off in three main directions, each led by Anakin, Ob-wan, and Yoda, exploring different aspects of the final stages of the Clone War, but this is all done deliberately in order for Palpatine to get Anakin alone. When the stories begin to snap back together in the final act of the film, it's because everyone is trying to get back to Anakin and prevent the fall. It's actually almost elegant and feels like the result of a lot of thought beforehand (unlike the other prequels which felt quickly cobbled together).
The acting is a step above as well. It's not perfect, though. Lucas still isn't an actor's director so he can't get Hayden Christensen to give a consistent performance, but even Christensen gives small moments some power with solid quiet performances. For instance, the scene with Yoda and Anakin talking about Anakin's fears and dreams has Christensen balancing his emotions quite well. Ewan McGregor finally feels comfortable in the role, especially in his interplay with Anakin. Natalie Portman has largely been relegated to supporting player which feels appropriate. Padme is a driver for Anakin's fall, but I think the emotional punch was always going to be Obi-wan's as he watched his apprentice turn to evil. Ian McDiarmid alternates between wonderfully subtle and over-the-top hammy when appropriate. Even Samuel L. Jackson has some life to him this time.
The film also simply looks better than the other two. There's moody lighting (like the venetian blind aesthetic in the aforementioned scene between Yoda and Anakin), dynamic camera motions, and it feels like the movie settles far less into the mode of storytelling Lucas had established in the previous prequels where people arrive in rooms to talk. People do arrive in rooms to talk in Episode III, but it's far less prevalent and obvious because there's actual drama unfolding.
The way Lucas had envisioned the prequel trilogy to Star Wars didn't have enough story for three movies. He really needed a writing partner to help him through the whole exercise. He gained one on Episode II (a staff writer for The Young Indiana Jones Chronicles), but he really needed a strong creative mind to flesh out his spare plot points into compelling drama for the first two films. The details for Episode III, though, seem to have been germinating in the back of his mind for a very long time. It's much clearer.
The thematic thrust of the whole trilogy becomes really clean in the third film. The parallel between the fall of Anakin and the fall of the Republic actually feels natural and prominent in the story as it unfolds. It's explored well as the temptation of the Dark Side and the temptation of totalitarianism becomes tangibly seductive to both Anakin and the Republic. Anakin in order to save his wife of a death he knows will come and the Republic to save itself from perpetual war, the irony being that neither actually happens. Padme still dies and the wars never end. It's actually a rather intelligent approach to the idea.
Episode III is easily the strongest of the prequels and the best Star Wars movie since The Empire Strikes Back. It doesn't come too close to the artistic heights of the first two of the whole franchise, though, through the continued awkwardness that Lucas can't entirely escape from in terms of dialogue and performance. Smoothing those out would have elevated the picture just a bit more.