Not Disappointing. Finally.

Rating: 6/10 (19 May 2005)

Oh, it's better than Episode II, all right, and it's going to hold up better than Episode I, but let's be perfectly clear: if you delete the special effects and just work with the story arc, the characterization, and the acting, this is at best fourth on the list of the Star Wars sexology.
I give Lucas credit for his effects, though, as they are impressive and varied. ILM has done a magnificent job once again bringing the universe to life. There are still the very, very weak moments (Chancellor Palpatine's facial disintegration being chief among them), and frequently the effects seem to be just for, well, for effect, but overall there is rarely any point where the effects do not seem organic to the universe. And an aside here about the swordplay - it's very, very good. It is the only thing - the ONLY thing - not entirely computer generated that is better than in the original three. But it is better, make no mistake.
Hayden Christensen is also a great deal better than last time, and he and Ewan McGregor have much more chemistry; one can almost believe that the two are friends, that they genuinely care about one another. It is still impossible to believe that Natalie Portman is in love with Anakin; there seems no reason for it at all and there has never been any spark on screen between the two. It's not her movie, though, and as a plot device (which is all she is here) she works better than some.
Ian McDiarmid is beyond doubt the best of them all. His Chancellor Palpatine is brooding, serious, by turns plaintive and threatening, and he makes a case for the Dark Side that makes a kind of sense. Lucas did something here that I wasn't expecting; instead of deception, say, framing the Jedi for a murder, Palpatine lays out the whole case and Anakin buys into the Dark Side knowing the whole time what he's doing and why he's doing it. In the hands of a good actor, Anakin could have broken my heart. As it is, I have to be satisfied with McDiarmid and just recreate the climactic psychological scenes as if someone worthy had played along with him. Bottom line, though - he's still brilliant. We've been waiting for this for close to five hours of prequel. It's worth the wait.
Oh, but then, but then...what might have been. Samuel L. Jackson is a terrific actor with no more idea how to play a Jedi than an end table. The Jedi themselves are hopeless, weak and pitiful. That the movie plays them for dupes and martyrs is predictable, but scenes that could have been deeply moving are reduced to merely uncomfortable and sad by the ham-handed way the Jedi have been used throughout the prequels. Only Yoda makes any attempt at being a real character, and without the sequels, which technically haven't happened yet, nothing of his characterization would make sense either.
The plot holes are large and occasionally in charge. There are vague references to the Good Side being at least as powerful as - if not more powerful than - the Dark Side, but there is no protagonist that can demonstrate it. Where Palpatine argues persuasively for the Dark Side, no one - not even the grammatically-challenged Yoda - makes any case for the Good Side. When Anakin says "the Jedi are selfless" in an attempt to explain why the Good Side is preferable, one wants to ask him for an example. Every Jedi we see spends a great deal of his time defending himself and his fellow Jedi, but precious little time doing anything for anyone else (there is one very powerful and aching - and brief - exception in this film).
Jedi power is also bothersome here, as sometimes the Jedi seem able to do everything but fly, and other times they are swept down like winter wheat. This is a problem with the supernatural; in order to make the plot work sometimes Superman has to forget that he can do certain things, like turn time backward. The Jedi alternately forget and remember, like Jim Carrey in Eternal Sunshine of a Spotless Mind. It's a problem. It might not be soluble.
The dialogue is only a little better than before, and that's not saying much. Here's a challenge for those that will dispute this - name one line - ONE line - from any of the first three movies that you ever use in regular conversation. Contrast this with how often you use a quote from a waste of time like Zoolander, for instance, let alone how often "I find your lack of faith disturbing" is useful, and you'll get some sense for how far Lucas's scriptwriting has fallen in the last 20 years.
Overall, though, I'm not disappointed, I'll go again, and I'm glad that this movie is better than the previous two. You'll have to pardon me if I hope that the final three movies are made by someone else.