Best of the prequels, 3rd best overall

Rating: 9/10 (16 January 2011)

Episode 3 falls short of the Empire and A New Hope as there are still a few minor weaknesses compared to those films but is much better storytelling than Episode VI, and is a very significant improvement over Episodes I and II.
Firstly the plot is the best of the prequel trilogy, and is better than Return of the Jedi, whose otherwise excellent story was undermined by Ewoks. The plot is decidedly Machiavellian. Mostly the film succeeds very well. There are some thrilling and powerful montage/tone poem moments in the film. It seems that for the first time since A New Hope, George Lucas is that exciting and experimental film-maker of the seventies. The are some great moments: Anakin and Palpatine discussing immortality and morality during a opera; a fateful montage cleverly cutting between Anakin and Padme, which is underscored with novel, subtle and highly effective music as both look out windows from different parts of Coruscant; the Order 66 moment; a powerful sequence as a newly formed Darth Vader dispenses justice Sith style on both the Jedi and then the Separatists; brilliant juxta-positioning of Yoda's thrilling confrontation with Darth Sidious and Vader's fight with Kenobi; and a powerful sequence of the birth of " Darth Vader in the suit" against the birth and Luke and Leia.
However there are some minor problems with the plot. Some key plot points, such as who tampered with Jedi archive records in Episode II, and the mechanics of how the Clone Army was ordered aren't fully resolved. Criminally, Christopher Lee's Count Dooku is woefully underused and ends up being nothing more than a plot device to start Anakin's descent to the dark side. It totally undermines the good work setting up the character in Episode II (it was one of that movie's strong points), and is a waste of a fantastic actor. Padme's character, played by the talented Natalie Portman is still saddled with formal, overtly theatrical dialogue, and her scenes with Hayden Christensen early on in the picture still don't feel entirely accessible, albeit they are more enjoyable than in Episode II. She still seems to be working very hard to get some humanity into the character, which only seems to work at the film's climax. The scenes giving birth to Luke and Leia, are in my view too sanitised and far too brief, which is a shame when the rest of the film has an entirely appropriate harder edge. I felt that the resolution to the Padme character could have done with another scene. Audiences, as Lord of the Rings and Avatar have shown, will stay 3 hours if it is a great film, and that this film could have benefited with a bit more running time. I also felt there was a great opportunity to cameo Jedi Knight Qui Gon Gin from Episode 1 in this film. Unfortunately this was missed and just being referred to in dialogue doesn't have the same impact. Yoda's fate, for a character who was so involved in Episode 2 and 3 is left unresolved. I hope that Mr Lucas considers putting the deleted scene from the final part of the film back in for the upcoming Blu-Ray and 3D cinema releases. I was also very pleased the crass bungling by Jar Jar Binks and C3P0 in the previous films is absent.
In terms of acting kudos has to go to Ian MacDiarmid in a brilliant performance, pulling Anakin in a very specific direction. Hayden Christensen seems to have a much clearer view of his character, and his relationship with Obi-Wan Kenobi, who is well played by Ewan McGregor. McGregor has got a real grip of his character and his performance is heartfelt, but tinged with moments of dry humour, both verbally and in his actions. His final showdown with Anakin is very powerful and really propels the film towards its inevitable climax. Frank Oz, and Rob Coleman's animation team at ILM excel themselves yet again, with Yoda being even more powerful and captivating than in any previous Star Wars film. General Grievous is well realised and performed, albeit his part is not really big enough to know about his character. Jimmy Smits gives a solid and engaging performance in a small but pivotal role as Bail Organa. Samuel Jackson is entertaining in his role as Jedi Master Samuel Jackson, and the character's fate is appropriate.
Technically the film is brilliant. Digital effects are getting closer to photorealism all the time. The film's opening battle is brilliant conceived and ILM's team of Roger Guyett, John Knoll and Rob Coleman deserve credit for maintaining a very high standard throughout the film. The scenes on the planet Mustafar really benefited from the use of real eruption footage which is seamlessly integrated into the visual effects. It is a real surprise that the film didn't win any Academy recognition for its visual effects and probably is showing that ILM is not the only outstanding visual effects outfit out there. Sound effects by Ben Burtt, are as usual brilliant, and working with Roger Barton, Burtt has possible produced the best edited Star Wars film of all six movies. The pace is relentless and even in the few weaker dramatic sequences, the story never drags. There is some great make up work, particularly on Darth Sidious and the natives of Utapau, and credit has to go to Dave Elsey and Nick Gooley.
However as usual, the premier technical contribution is John Williams score. He has, over the six movies written a terrific body of work, and this is, without doubt, his best score of the six films. The music is operatic, fresh, and highly charged, building to a wonderful climax that connects the audience beautifully to Episode IV musically, narratively and above all, emotionally.
In summary, an excellent film that rounds off a fantastic cinematic journey spanning nearly 30 years. Congratulations to Mr Lucas and Mr Williams for taking audiences there.