(Spoiler notice: I'm going to try to avoid any major spoilers, but no promises. If you've seen Episode IV: A New Hope, you pretty much already know the ending.)

George Lucas had a lot to accomplish in one movie. It looks like Anakin and Padmé just got married at the end of Episode II. Anakin's a bit angry, but he still hasn't joined the Sith. Thus, in this movie, George Lucas must:

- Kill off Count Dooku. (What a terrible name.)
- Kill off Mace Windu in a manner befitting Samuel L. Jackson.
- Have Luke and Leia conceived
- Reveal Supreme Chancellor Palpatine as Darth Sidious
- Have Anakin join the Sith.
- Turn Anakin Skywalker into Darth Vader.
- Have Luke and Leia born
- Kill off Padmé. Have Luke and Leia delivered to their respective locations.
- Kill off all the Jedi.
- Mourn the Jedi after they die.
- Fight and resolve the clone war.
- Send Yoda off to his swamp.
- Turn the Republic into the Empire.
- Build Death Star I. (If there's time.)
- Kill off the trade federation guys. (If there's time.)
- Kill off a bunch of people who I can't think of off the top of my head.

There also have to be a number of prolonged action sequences and at least one "look what I can render on my computer." Ideally, there should also be an independent plot so the movie is something more than Things that Happened Between Episode II and Episode IV: The Movie. Accomplishing all of this would probably take three or four hours. Lucas accomplishes this in 180 minutes. Well, he accomplishes most of this. He doesn't accomplish the independent plot.

Thus, there is little to say about the movie. It's much darker than the previous ones. You already know the ending. Anakin goes to the dark side. Thus, the only questions remaining are 1) why, 2) who kills Mace Windu, and 3) how does Padmé die. All are resolved satisfactorily and there are no big surprises.

If Lucas had been thinking ahead, he should have cut some of the horrible-dialog-petting scenes from Episode II and appended the first scene of Episode III to that movie. That would have broken Episode II at a more logical place and given him a bit of extra time to develop a plot for this movie. Watch this movie--but if you don't like Star Wars enough to go to a midnight showing, you can afford to wait until the weekend. Or until you feel like going to a movie.

Yoda

Yoda's there. With a light saber. And he kills things.

Gollum

Gollum is also there. Which is a little odd. He's supposed to be a Lord of the Rings character. When you watch the movie, see if you can pick out the scenes where one of the characters turns (briefly) into Gollum.

Jar-Jar Binks

I think he's in approximately two shots. He doesn't say anything the entire movie, which is good. On the other hand, he doesn't die a death so terrible it would force an R rating onto the movie. This is bad.

The New Villian

In my no-spoilers effort, I'm not going to tell you who he is. He's probably cool enough to be a 4, but he's named General Grevious. So... 3.5.

Dialogue

It's nowhere near as bad as Episode II. However, that doesn't make it great. Evidently this isn't Lucas's strong area. And there are some things that just sound silly coming out of a Vader mask.

All the Jedi Die

Sure, it's pretty cool to watch. And on one level, I'll concede that it had to happen. However, for years, Star Wars fans thrived off of three Jedi: Young Luke, Old Yoda, and Dead Obi-Wan. Then came that scene in Episode II with around a hundred light-sabers flashing on the screen at once. It was like giving heroin to a baby. Now, forcing those same fans to watch as the Jedi are all killed is like taking the heroin away and laughing when the baby goes through withdrawal.

Special Effects

Prolonged Battle Scenes

Music

Overall

I can confidently say that it's the best of the prequels. It's a little depressing. (And I say that as somebody who loved The Empire Strikes back.) But I'd happily watch it again.