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Episode III is far and away the best of the Star Wars prequel trilogy. Everything I don’t like about the previous two films remains true, namely that it’s over-produced and the characters aren’t very interesting or engaging. But at least George Lucas and co-screenwriter Jonathan Hale finally cash in on some of the story’s dramatic potential.

As the Emperor (Ian McDiarmid in a starring role) finally seduces Anakin Skywalker (Hayden Christensen) to join the dark side of the Force, there are some surprisingly dark moments in the movie. The slaughter of the Jedi is a very moving scene, and when Anakin is ordered to destroy all those in the Jedi Temple, Lucas doesn’t shy away from the fact that some of the Jedi are children. One of the best scenes from the movie is one without dialogue, where Padme and Anakin simply look out windows in different parts of the city, thinking of each other. Both are worried about their relationship and the turns their futures may take, and for once, Lucas doesn’t rely on clunky dialogue to convey these emotions. There’s just the actors’ faces and John Williams’ music. If Lucas had utilized this kind of poetic license more often, the entire trilogy could have been infinitely better.

The movie also benefits from nostalgia. For Star Wars fans, there’s undeniable power in seeing characters, ships, and locations that feature prominently in the original trilogy. When Obi-Wan (Ewan McGregor) delivers Luke to the Lars family on Tatooine and Williams conducts a soft reprise of the force theme, you know you’ve come full circle, and it’s a nice feeling.

Revenge of the Sith isn’t great, but it’s all right.