This isn't terribly deep. I’m just going to give the basics of my own thoughts, here, not try to defend what I experienced against other opinions I keep hearing around the Internet.
> It was certainly dark, as this portion of the story should have been. Only a few punches were pulled, and I appreciate that.
Along the same lines, I was very pleased by the subtlety/complexity of Anakin’s fall to the dark side. It was not a simple greed-based or confusion-based slide, and he clearly was not evil to start with. Confusion and lies do have a large part to play in his downfall, but in the end Anakin goes down the path he has chosen with his eyes open. The most disturbing moment in the film, for me, demonstrates this perfectly. The first task set by Sidious is that Anakin lead the slaughter in the Jedi Temple, and Anakin himself goes to kill the children. One child comes out of hiding, thinking that master Skywalker has come to help them, and the sense of betrayal when Anakin ignites his lightsaber is enormous. Anakin isn’t just doing what he’s told, nor has he become evil enough to kill children without feeling. This is a choice he is deliberately making, to do this horrible deed in order to gain power to save his wife. It is utterly inexcusable, but because of the way it is written and played, we understand why Anakin has made this choice. It’s the difference between an anti-hero and a tragic hero. Anakin is not brought down; he systematically destroys his own soul.
And in the end, it doesn’t even get him what he wants; Padme dies, and all that is left for Anakin is to continue serving Palpatine. He’s trapped.
> There were some actually memorable lines of dialogue. “So this is how liberty dies...to thunderous applause.” “You were the Chosen One! You were supposed to destroy the Sith, not join them. You were supposed to bring balance to the Force, not leave it in darkness.”
> That last line, Obi-wan’s, accomplished a first in the SW films, for me: it made me cry, unexpected tears running down my face. That’s hard to do.
> Kudos to Ewan McGregor, Ian McDiarmid, and Hayden Christiansen, who made scenes work that really shouldn’t have (such as Anakin’s submission to Palpatine, when he becomes his new apprentice), as well as pulling off some of the best interplay in the series (the tale of Darth Plagus the Wise; the final duel).
> The Best Lightsaber Duel Ever. We’ve all been waiting for the fight between Obi-wan and Anakin, and boy, did it deliver. It’s eerie, with the background of the lava planet. The fight itself is beautiful, fierce, and believable. But it’s not just action. There are sickeningly poignant moments as well: when Anakin says, “Don’t make me kill you,” he really means it, cocky as that is; when Anakin is strangling Obi-wan with his mechanical hand--Obi-wan breaks away, I think, because Anakin can’t quite force himself to kill his mentor in that very personal way; when the platform breaks away, and both combatants duck behind opposite sides of a pillar to hide from falling debris, it echoes back to the beginning of the film, when they were happily fighting on the same side; Obi-wan’s horror at the injuries he’s inflicted on Anakin, and his cry, “You were the Chosen One!”; Obi-wan leaving Anakin to die alone. I was satisfied.
> RotS is a beautiful film, in many ways. And there was clearly a lot of attention being paid to design work. We see the forerunners of TIE fighters, X-wings, and several other varieties of Imperial and Rebel ships.
> There are a lot of other, smaller ties to the original 3 films as well. Not only thematic elements, but settings, angles of shots. The fight between Anakin and Count Dooku, for instance, has strong echoes of the RotJ fight between Luke and Vader, with the Emperor in his throne looking on, inciting the whole thing.
> Some nice tying up of loose ends: Bail Organa orders 3-PO’s memory wiped; we see how the twins reach their foster families; the massive initial killing of Jedi is shown; we meet Chewie at the takeover of Kashhyyk.
> Memorable scenes: Anakin killing Dooku; Anakin confronting Palpatine about being a Sith; pretty much any of the lightsaber duels, especially the final one, and the duel in the Senate hall between Yoda and Sidious (there couldn't have been a more perfectly symbolic setting than that); Anakin leading the clone army into the Jedi Temple; the entire Order 66 sequence; the conversation between Anakin and Obi-wan after they land the enemy ship; Palpatine’s tale of Darth Plagus the Wise; any scene with Bail Organa in it; Obi-wan’s disbelief that Yoda just asked him to kill Anakin, “He’s my brother! I cannot do it.”; Yoda walking into Palpatine’s chamber to confront him.
> Weak characterization for Padme.
> Sloppy and uninspired dialogue, much of the time. Plenty of missed opportunities, particularly during the earliest action sequences. Stupid love-scene dialogue, though the actors made the most of what they had.
> The way Padme died–what? A broken heart? Give me a break! If you didn’t want to say that Anakin outright killed her, Lucas, then why not give one of the Jedi a line or two saying that she’s linked to Anakin or some-such and explain it that way? Sheesh.
> As another LJ poster said: “Plot speed whiplash!” There’s no way Palpatine should have been able to get to Mustafar in time to save the mortally injured Anakin’s life, not the way it’s presented in the movie.
I’m going to have to make a post soon about Jedi philosophy. We get a defining difference between the Jedi and Sith explained to us here (“The Sith use their passions...think only about themselves.... The Jedi are selfless, and care only about others”), as well as accusations of absolutism from both sides (Obi-wan: “Only a Sith deals in absolutes”). I would love to explain why I think that the Jedi Order falls...it’s because they’ve forgotten to understand, and become judges only. They have begun dealing in absolutes.
The exception might be Qui-gon Jinn, whom I have maintained is the only Jedi we actually see practicing the ways of the Force as they should be practiced. Fitting, as he had such a strong connection to the Living Force, that he would be the one to discover how to still affect the materiel world, even after death.
I really enjoyed this film. I’m not going to say it’s the best of the six; it’s certainly the best of the prequels, and it might be right up there with RotJ, or even a bit higher. This is the tale of Anakin’s fall, which sheds a lot of light on his eventual redemption.
It could have been better, of course. But still...thank you, George Lucas.