While it's safe to say that STAR WARS, EPISODE III: REVENGE OF THE SITH will not be in competition for the Best Film Oscar next year, the story might be different if there were a category for Most Improved. For surely under that criteria, it would win in a walk. Its two predecessors in the Star Wars canon -- the dreary and dour Phantom Menace and the incoherent Attack of the Clones -- not only disappointed fans and confused casual audiences, but also sullied memories of the original 1970's trilogy, diluting the saga of the Skywalker clan and their imaginative universe. For many, the newest efforts by George Lucas can still be summed up in one phrase: Jar Jar Binks.

Which will make the experience of the final film in the series, REVENGE OF THE SITH, an unexpectedly sweet pleasure. A dark and gripping slice of space opera, it successfully avoids the pitfalls of its predecessors with a dense but cohesive narrative, strong character development, and a grand, epic struggle between the forces of good and evil. The Star Wars-ian mythology is expanded in careful detail, with new additions to the legends as it comes to its conclusion. Perhaps most importantly, director/screenwriter Lucas finds surprising and satisfying ways to connect this generation's characters (Anakin, Padme, et al) to the next (Luke, Leia), even as the modern triptych completes the circle back to where it all began: long, long ago in a galaxy far, far away.

REVENGE OF THE SITH is, ultimately, about the transforming fall from grace of Anakin Skywalker (Hayden Christensen), a particularly talented Jedi Knight who, through a combination of ambition and circumstance, feels a strong pull towards the Dark Side of the Force. The pull towards his new bride, Padme Amidala (Natalie Portman), is even stronger; it threatens both his relationship with the Jedi Council and his bond with mentor Obi-Wan Kenobi (Ewan McGregor). Confused and restless, Anakin takes some solace in the eerie comfort of Senator Palpatine (Ian McDiarmid), a politician with an agenda of his own; the war that has rocked the Republic is coming to a close, and a new order is coming...one that presages the Empire of Darth Vader and its diabolical Emperor.

Lucas breaks up the soapy politics and court intrigue with some astonishing action sequences, including a breathless space battle and some vintage lightsaber action. With a clarity that has eluded him in previous outings, the director propels the Anakin/Padme love story with a velocity that will please even the most skeptical viewer. For comic relief, Lucas employs a gallery of old friends, including Yoda (who has become quite the ass-kicker); the comedy duo C-3PO and R2D2, who return to their wisecracking ways seen in The Empire Strikes Back; and most appealingly, Chewbacca, who appears in an extended sequence on the Wookie homeworld...and is revealed to be responsible for Yoda's secret getaway to the swamp planet Dagobah.

The computer-designed universe Lucas utilized in Menace and Clones seemed plastic and sterile, beautiful landscapes that lacked any sense of life. Thankfully, technology has progressed enough in REVENGE OF THE SITH to make the backdrops pulsate with energy and vibrancy. Sequences on lava-covered mining worlds, inside space cruisers, and on the expansive floor of the Imperial Senate almost crackle with intensity; finally, Lucas' vision has borne fruit, making CGI an emotional medium as well as a visual one.

The non-CGI actors -- look Ma, real humans! -- contain some pleasant surprises, too. Christensen is given the thankless task of trasmogrifying into Darth Vader, one of the most iconic characters in the history of cinema. His smoldering rage and jealous fury doesn't quite make it all the way, but it's enough to suspend disbelief. (Who knew that adolescent rebellion could change the face of an entire universe?) McGregor seems to be having a marvelous time turning Obi-Wan into a futuristic swashbuckler, as does McDiarmid, who gleefully employs every villainous trick in the book except twirling a mustache.

Lucas' screenplay is his strongest in years, and even contains a few barely-concealed critiques of the Bush Administration and the Iraq War. The commentaries on democracy are offered in direct counterpoint to a government that is clearly overstepping its bounds, and the parallels are obvious to anyone looking for them. While Bush might not be an evil emperor (yet), it's not that far a trip from Senator Palpatine to Tom DeLay.

Its contemporary resonance, however, is subtle, and never gets in the way of the entertaining journey. REVENGE OF THE SITH may not be the series' best (that title still goes to Empire), but it can comfortably sit in a place of privilege among Lucas' six efforts. In the end, its greatest accomplishment may be to nullify the weaknesses of other, lesser installments. The lingering memories of Jar-Jar are forgiven (almost); George Lucas has shown us how to dream of galaxies again...and how fun he can make an afternoon at the movies.

-- Gabriel Shanks

Read Jill's review of Star Wars Episode III: The Revenge of the Sith