A solid 7/10 - some spoilers ahead

Rating: 7/10 (19 May 2005)

I don't know that I can give a good review, because I didn't get sucked into the movie, I was always apart, aware that I was watching a movie, and kept noticing odd little things that I usually only notice after watching something 50 gazillion times.
First of all, This is *not* a movie for children. PG-13 is about right, I wouldn't take any child much under 13 to the movie. There is waaaay too much violence and too many mature themes for a child under 10. This is much MUCH darker than ESB, and an order of magnitude darker than the others. There's also a level of realism that could even give young teens nightmares, specifically when Anakin catches fire.
Overall, it was the best of the three prequels, but not as good as the OT.
Giving the bad first, it felt a bit heavy handed, but that may just be me. Since I didn't watch the cartoons, and don't know the EU, I didn't understand why Grevious was constantly coughing! He's a droid, right? WRONG! Anakin's fall seemed a bit abrupt, but hubby pointed out that there was supposed to be a passage of time (even if only a few hours, not the few minutes it seemed to me while watching it) between him killing Mace Windu and then appearing at the Jedi Temple. Natalie Portman is the weak link in this movie, though its no fault of her own, bad script and bad direction have her either being a simpering fool or an over-emotional water-pot. And they really REALLY needed to put David Prowse (or similar) back in the DV suit.
On to the good stuff! The opening sequence is *amazing* and had me getting dizzy. R2D2 comes into his own, and it is nice to see, though it has me fearful of more edits for the OT. Ewan McGregor was spot on, and made me feel the betrayal. Yoda was animated wonderfully. Ian McDiarmid dripped evil megalomaniac. You absolutely understood how Anakin could be manipulated by him. Hayden Christensen actually showed range, going from evil Sith Lord to loving husband believably. The music was spot on, and I did get goose bumps the first time Vader's march played. The effects were amazing, as per usual.
Overall, I'd give it a solid 7/10. Not the best movie, but not a dud either.