It’s strange how expectation can colour your view of a film to such a degree; the first time I saw Episode III, I wasn’t expecting much and I loved it. The second, I could not see past the glaring imperfections and hated it as a result.
Seeing it from a more objective standpoint, Episode III although flawed, definitely does have some good qualities. The problems are still obvious. The opening act is still awful; it’s combination of weak quipping, slapstick and the baffling decision to make the main villains (ie. the droid army) the comic relief – a decision that can only be justified if you are writing an episode of Road Runner – make the opening of the story look like a particularly childish and puerile cartoon. Things get much better as the mood darkens and elements of the story arc from the original trilogy creep in and the way both the production design and score riff off Episode IV works very, very well.
But by far the biggest problem for me is how Anakin’s transformation to Sith Lord seems rushed and generally unconvincing. Partly because of Hayden Christensen’s limited acting skills, partly because his swallowing of Palpatine’s crude manipulations over his accepted way of life and friendships make him seem like an utter dope, but mostly because its entire foundation is built upon his romance with Padme, which thanks to Lucas’ dreadful dialogue throughout just doesn’t hold water. If you can see past this obvious issue however, the underlying story of a democratic republic overthrown from within is actually rather good and there are some great sequences, particularly the betrayal of the Jedi and the birth of Darth Vader which both work extremely well.
Despite its numerous flaws, Revenge Of The Sith is by far the best of the prequels and sets the scene nicely for the far superior original trilogy.