Pros

“Revenge” throwback in the title. It’s a tidy inversion of George Lucas’s decision to revise the Episode VI title from Revenge of the Jedi to Return of the Jedi, on the basis that revenge isn’t a Jedi value.

Proto-original-trilogy design. Typically, when sequels (or prequels) are made in pre-planned sequence, it’s purely for reasons of budget and convenience. (See: Back to the Future II and III.) A valid artistic reason to make movies in batches is to engineer the kind of coherent arc seen in the transformation from the Republic of Episode I to the Empire of Episode III. One of the reasons the original trilogy became classics is because of Lucas’s respect for design, and the precise care devoted to design—sound design as well as visual design—in the prequels underlines the fact that in cinematic storytelling, design elements can be as important as characters.

The swarm-like opening space battle. One of the cool things about watching the original trilogy is seeing how Lucas created the elaborate space battle in Jedi that he wished he’d been able to create in the first film. More spaceships don’t make a film better, but it’s satisfying to watch the starfighters at the opening of Revenge tip over the edge of the big ship (sorry, even I’m not enough of a nerd to look up the name of that ship) to reveal the kind of CGI firepower Lucas had been waiting two decades to deploy.

Ian McDiarmid. This actor was fantastic as the Emperor in Jedi, and his performance anchors the prequels. He’s best in Episode II, when his character is most ambiguous, but in Revenge, he really gets to let that evil cackle rip.

Twi’leks: Still the hottest race in the Star Wars universe. And now, kicking ass instead of kissing it.

That weird-ass electric jellyfish show the Emperor is watching. There isn’t a lot in the Star Wars universe that’s truly strange—not just kind of funky or odd, but really, inexplicably, bizarre. Here, we’re just asked to take for granted the VIPs of Coruscant like nothing better than to watch a giant version of an executive toy from Spencer Gifts.

The rainbow prism dream effects. You half-expect Marlon Brando to show up as Jor-el in one of Anakin’s nightmares, and I mean that as a compliment.

Dinotopia: The planet. Excuse me, “Utapau.”

“So uncivilized.” All the time it took Ewan McGregor to perfect that accent finally pays off.

John Williams. The Star Wars scores were already legendary for William’s inventive and effective use of Wagnerian leitmotifs. With the prequel scores, Williams doubled down, and it’s an enormous pleasure to hear his original themes re-emerge as the two trilogies approach their convergence at the conclusion of Episode III.

Samuel L. Jackson. So much more convincing as a powerful Jedi than Mark Hamill ever was.

The tragic tween Jedi. You know the one.

The first Force grip. The identify of the first victim of Darth Vader’s signature Force grip is just so fucking tragic that it almost makes up for the fact that Vader’s relationship with her is kneecapped by Lucas’s wooden dialogue (see below).

“Only a Sith deals in absolutes.” This line reminds you that the second two prequels were released during the administration of George W. “rid the world of the evil-doers” Bush.

The visual Frankenstein reference. I love that Lucas just goes there.

James Earl Jones. It’s perfect that Jones’s few lines of dialogue as Vader in Episode III are desperate and pathetic—a tone we won’t hear from Vader again until the end of Episode VI.

The development of themes that were key to the original trilogy. Fundamentally, my defense of the Star Wars prequels rests on the fact that Lucas uses the three new films to develop the themes that give the original trilogy its lasting power. Return of the Jedi articulated the connection between fear and evil, and Revenge of the Sith traces the origins of that fear: the ultimate root of Darth Vader’s tragedy is revealed to be his false belief that he can control another person’s fate. In that light, the whole series becomes a meditation on the distinction between unselfish love and selfish possession, one of the most profound challenges of human existence. The prequels are, for many reasons, far inferior to the original trilogy—but in this crucial respect, seeing the prequels enhances the experience of revisiting those classic first films.

Cons

It just looks like a cartoon. Speaking of tragedies, one of the great tragedies of the prequels as films is that the director whose innovation transformed visual effects in the 70s and 80s, when given twenty years’ advancement in effects technology, somehow managed to make films that look worse than his first movies set in this universe. Peter Jackson’s Lord of the Rings trilogy conclusively demonstrates that the problem of giving substance to computer-generated effects was a soluble one at the time the Star Wars prequels were made: Lucas just failed to solve it.

“Dooku.” I’d need the help of a linguist to explain precisely why “Yoda” and “Lando” are awesome names while “Dooku” is absolutely terrible, but that is unambiguously true.

Hayden Christensen’s acting. The most charitable way to interpret Christensen’s casting is that Lucas decided he needed an actor who could credibly have fathered Luke “That’s impossible!” Skywalker.

The Anakin-Obi-Wan banter. This is why the most important hire for the team of the new Star Wars films was Lawrence Kasdan, who co-wrote Empire and Jedi but is very, very conspicuously absent from the prequels.

“Ani.” You know that if you had an awesome name like “Anakin,” you’d never let anyone call you “Ani”—especially not your mom or your wife.

“You’re so beautiful.”
“It’s only because I’m so in love.”
“No, it’s because I’m so in love with you!”

CGI Yoda. The prequels’ visual effects are so hapless that the puppet originally used for Episode I looked even worse than the CGI Yoda, which looks infinitely worse than the puppet from Empire and Jedi. Somehow Yoda truly did die in Jedi, never to be effectively rendered again.

“Hold me like you did by the lake on Naboo.”

Midi-chlorians. God willing, J.J. Abrams understands that bullshit science, which is the lifeblood of Star Trek, does not belong in the Star Wars universe. Especially not this quasi-biological explanation for the power of the Force.

“I’m not going to die in childbirth, Ani. I promise you.”
“No, I promise you!”

General Grievous’s voice. Apparently provided by the French heckler from Monty Python and the Holy Grail, in the last throes of tuberculosis.

– Jay Gabler