Big spoilers here. Of course, any prequel discussion invites comparison to the originals.

Say what you want about the prequels, but the fact of the matter is the prequels did end on a strong note with Revenge of the Sith. With expectations mostly gone due to Episode I and II’s direction, all Revenge of the Sith had to deliver was the birth of Luke Skywalker and Anakin Skywalker’s transition to Darth Vader. And for the most part, it does that. But we get so much more out of Revenge of the Sith that gets buried by the failures of the previous two prequels  (I know I gave Episode I a great review, but this was and still is the fan perception).

So why does Revenge of the Sith work? Because it took out most of the stuff the hardcore fans didn’t like in the first place. There’s no comic relief here. There’s no horrid love story. We’re all-in on the demons Anakin is facing. The film from beginning to end is almost non-stop action, and each scene seems to matter. Another big reason it works is because Hayden Christensen went from an F in Attack of the Clones to about a solid C+ here. While a C+ doesn’t sound all that great, he absolutely has his moments this time around. Unfortunately, I can’t say the same for Natalie Portman’s Padme.

It’s satisfying to see Palpatine’s evil plan come to fruition. Ian McDiarmid is great here once again. And while one may roll their eyes at McDiarmid hamming it up in some scenes, that is how the Emperor acted in Return of the Jedi as well.

As for the action, there are no less than five lightsaber battles and they range from good to awesome. Anakin getting revenge on Count Dooku? Really good, especially the finish. Obi-Wan Kenobi vs. General Grievous, really fun. About Grievous, stupid cough aside, I thought he was a really fun side villain that also seemed like a bad ass. Mace Windu vs. The Emperor himself is probably the weakest of the battles, but still solid. Of course, the finish to that is Anakin’s turn to the dark side. The two finals battles are also a lot of fun, as Yoda takes on the Emperor and Obi-Wan and Anakin have the best lightsaber battle in the whole series. There’s so much more action here too. The opening sequence is probably in my top 5 favorite openings. We get to see some battles on other planets, including one with all the wookies. That’s also pretty awesome. The actual Order 66 declaration sees the Jedi get gunned down by their former allies, a combination of more action and some really good emotion.

I mentioned earlier there wasn’t a horrid love story here. But there is a decent, even ranging on good one here. Yes, some of the dialogue still sucks. But when Anakin and Padme aren’t going for cheesy lines they’re providing some strong emotional scenes. The scene where Padme tells Anakin she’s pregnant? It’s pretty awesome and Hayden really pulls it off with a mix of concern and happiness. How about when they’re both in separate rooms when Windu is going to face the Emperor and Anakin starts crying? That’s pretty awesome too.

One more point about Anakin. Once he turns evil…he looks awesome. I have little doubt at that point that he is Darth Vader. When he destroys Gunray he looks awesome. When he’s standing on that small flying droid in the battle against Obi-Wan, he looks awesome. It always felt earlier that Anakin was held back, to see him go on an all-out assault on Obi-Wan is satisfying.

Yeah, there are some silly scenes at the end. When Vader becomes Vader, we get a ridiculous NOOOOO! And we also learn Padme died of a broken heart, which was hilarious in itself. But we also get a few chilling scenes too…with Vader looking at the Death Star from a Star Destroyer, and Owen holding a baby Luke.

I didn’t even get into the story of Darth Plagueis the Wise, Obi-Wan Kenobi being pretty fun here or a bunch of other stuff. What can I say, it’s a film with a lot of good stuff in it.

Pros:

+Hayden Christensen is passable, and sometimes even more than passable, this time around.

+The transition from Anakin Skywalker to Darth Vader works well.

+Some of the love scenes are actually pretty good this time around.

+Action scenes are really good.

+Lightsaber battles are really good.

+Emperor Palpatine is really good.

Cons:

-Some silly scenes still.

-Natalie Portman is still pretty bad.

Revenge of the Sith, without a doubt, is the best Star Wars film. It may get the same grade as Empire, but Revenge had a lot more to it and didn’t have the benefit of being able to shock people like the “I am your father” line did. Revenge of the Sith had almost everything. And if this was the only Star Wars prequel ever made, people would regard it highly as well.

Grade: A