The first hour more or less sucked. For the exact reasons that I and II sucked. There's an ad running now quoting the New York Times as saying "better than the first Star Wars!" which just proves to me that newspapers are a dying media and will be the first ones with their backs against the wall when the revolution comes.

Again and again and again we have to watch Battle Droids acting like it's a Marx Brothers bit. Why would the Trade Federation build their mass-produced, barely-intelligent, cannon fodder droids with a fear response?!? Their function is to stand around and blast the piss out of whatever trooper or Jedi or CG monster is running towards them. Shoot until you get cut in half. Instead they tend to drop their weapons and run around with hands in the air, comically intoning "Uh oh" in that robot rumble that Lucas must find so entertaining.

Any scene with both Anakin and Padme in it is pure torture. ("Hold me!") This movie has quite a bit to raise awareness of the word "wooden." I'll even go one further and declare that any scene with Anakin talking in it is questionable. At no point in any of these movies do you have any reason to like Anakin. He's an insufferable little snot in Episode 1, an insufferable horny teen in Episode 2, and now an insufferable abusive husband completely out of touch with reality. Now, I personally think that it is fine to not like the guy; he becomes Darth Freaking Vader... but it's obvious from the get-go that Lucas wants you to like him, wants Anakin to be sympathetic. But it never works because, as a character, he's drawn so plain. He's never complex, he rarely struggles. By Episode 3, we're supposed to believe that his path to the Dark Side is the result of his youthful anger (at what? Being raised as a slave? Not having a father? Not seeing his mother for ten years? Not being allowed into the Jedi's No Anakins Club?) and the patently absurd notion that galactic society has no means to protect a woman in difficult childbirth. We're intended to swallow all that, that's what supposed to make you identify with Anakin. But since that doesn't work - and all the other characters in the movies circle around that flimsy premise - the whole thing turns shallow.

I counted about five seconds from the time Palpatine makes the offer until the time Anakin accepts it on bended knee. It's scenes like that that drive home the notion that nobody cares about the story here; we just want to see more impressive CG visuals.

Spoilers are about to start creeping in soon.

No reason to include Chewbacca. None at all. I'm fine with visiting the wookiee planet. Just seeing them would have been cool enough. But having Chewie specifically stand as one of the wookiee guards that hangs with Yoda when the major crap goes down is another stupid, pandering contrivance.

This one surprised me: they wipe Threepio's memory but not Artoo's. So Artoo goes through the next three movies knowing everything? And saying nothing? So he knows the Darth Vader built Threepio, that Vader is Luke's father, that Luke and Leia are twin siblings, where both kids went sent to be raised, where Obi-Wan goes in his exile, that for a brief time everybody hung out with a Gungan outcast who introduced the bill that kept Palpatine in office, and he has firsthand knowlege about the courtship and early days of Anakin and Padme (something both Luke and Leia would presumably be dying to hear, Luke especially since he got the poverty option in the deal.) And poor Threepio... Bail Organa doesn't even give a reason why they should wipe him. Just do it. There's not even a line like "wipe the protocol droid's memory, no one can know what happens here today."

I liked Grievous. Mainly because he's neat looking. (And I'm ashamed that I didn't pick up on why he spends most of the movie coughing... Josh from work had to remind me that Grievous gets manhandled by Mace Windu in the Clone Wars cartoon. The cartoon! It's canon, dammit! Even the bit with the donkey people!) Although I admit that you could probably excise Grievous's entire presence from the movie and not affect much of anything. To wit: he kidnaps Palpatine as the movie begins... but since the kidnapping is staged, anyone could have done that. Then he gets the rep as the new leader behind the droid army, but the difference between the Jedi hunting down the army's secret headquarters and the Jedi hunting down General Grievous in particular is negliable. So he's eye candy. Good eye candy, though. I wish he'd been in Episode II so his sudden appearance in III would have a more villainous weight. Makes watching the Clone Wars cartoon all the more important, because that movie shows a much more effective Grievous.

I think what impressed me the most was how the sets gradually turned into a look closer to Episode IV. At one point there's a scene change and you realize you're seeing the stark white hallways and candylike buttons we all remember from the classic trilogy. And seeing everybody in the gray Empire pantsuits was great, but all too brief. Young Grand Moff Tarkin! Easily one of my favorite characters from IV, happy to see him here, wish he had some lines.

One thing I've never been clear about, and Episode III did not elaborate: Are we supposed to assume that the Stormtroopers from IV, V and VI are still clones? Nobody mentions shutting down the clone operation, but by the Luke days they do gripe about the Empire conscripting new recruits from the planets they subjugate. And the way they refer to the "Clone Wars" always sort of suggested to me that clones were a thing of the past. But even if the Kamino operation is ended sometime in the 20 years between trilogies, there would have to be some veterans still serving in the Empire, right? Boba is still around, after all.

One of the sequences that really got me was the slaughter of the Jedi portion. Melancholy music, unexpected betrayals, the clones as sleeper agents... plus the pacing was so well done that you really wonder if Yoda is going to make it. I was surprised that we saw so little of Anakin's death parade through the Jedi Temple... the clone troopers do most of the Jedi extermination anyway. Much internet hay was made over Anakin killing the younglings, but the movie itself sidestepped that visual, thankfully.

Human-form Palpatine was great. When he's lecturing Anakin during the opera, the difference between a good actor and a bad actor is all but printed in bright red subtitles. He is slick, manipulative. Of course, his best line in the scene is the one played in all the previews, after Anakin asks how he can learn these new and dangerous powers: "Not from a Jedi." There's also a riff in there that might be implying that Palpatine had a hand in Anakin's lame-o virgin birth... but I think most of the audience has completely forgotten that midi-chlorian nonsense from Qui-Gon's Space Jesus speech in Episode I, so no one is going to connect those dots. And when Palpatine goes all final form on us, is his wrinkly, puffy face his true skin, or his ruined face after an extended lifetime of serving the Dark Side?

Also: if you intend to lure in impressionable young students who are powerful in the Force, try not to refer to your team as the "Dark Side." That's sort of a giveaway that you're evil. Had Palpatine spun that angle a little better, he could have gotten Anakin to turn in three seconds instead of five, I feel.

The assembly of Darth Vader had some great single shots, the stuff of fanfic dreams... but ends with a silly Frankenstein homage that is completely unecessary. Like anybody needs Lucas to remind us about a similar theme to Frankenstein. Please.

Oh, I'll see it again. But that's more out of slavish devotion to the source material. If you feel anything for these characters, it's because of what you brought into the theater yourself, not of anything these new movies have brought to you.

Private message to Natalie Portman: Your three film contract has been fulfilled. You made it! Whew!