I was impressed with the movie, but then again I am impressed with most movies after I see them in the theater the first time. I'll have to see it again before I get a clear read on how good I really think it is. It took me a few viewings for me to realize that Phantom Menace was the worst one and that Attack of the Clones was hindered by its poor dialogue.

For what it set out to do it delivered very well. Everyone was in their right spots for part IV, the Organa-General Kenobi relationship was established, and even that little problem of 3PO knowing too much was taken care of with one simple line. I really like Bail Organa. He sure has an important role in both series for someone who didn't get much screen time. Got to love the brief Chewbacca cameo.

The only inconsistency I can still think of was Leia's memory of her mother. I'm pretty sure when Return of the Jedi was first made that quote was meant to refer to her real mother, and that it implied she had knowledge of being adopted. Obviously she can't have any memory of Padme, and I think this is just something that has to slip by. Sure, you could argue that she was referring to her adopted mother, and maybe that's what it was the whole time.

I didn't like the way Padme was treated in this film. She had really established herself as a strong-willed character in Episodes I and II, but in this one she was just sort of there. I guess it makes sense that she would take a back seat since this was supposed to be the Anakin/Palpatine show. I like how his vision of her death is what led him to the dark side, but the reason she died was because he abandoned her for the dark side. Good stuff.

Palpatine was awesome. Playing possum with Windu was great, as well as the fight scene with Yoda in the senate arena. He is easily one of the best villains ever. He had everything planned and everyone in his pocket from the start.

The most important thing was that the way it all went down was pretty believable. Anakin's passion for Padme led him down the dark path, and his mind was easily warped into thinking the Jedi were responsible for everything, since they hadn't given him what he wanted most, the power to save her. The clones turning on all the Jedi made sense and was a great scene. I was wondering how Anakin and the Emperor were going to kill them all, but this made it so they didn't have to, and partially explained some of Palpatine's motives behind the clone army and the war in the first place.