The film opens, as all Star Wars films do, with a majestic shot of a gigantic ship floating through space. Two smaller ships then come into view and cruise over the top of the larger one. In a shot of breathtaking technical wizardry, we see a massive aerial battle taking place on the other side. The clone wars are clearly in full effect. Chancellor Palpatine (Ian McDiarmid) has been kidnapped by the evil General Grievous, the leader of the droid army. Two Jedi – Anakin Skywalker (Hayden Christensen) and Obi-Wan Kenobi (Ewan McGregor) – are on a mission to find him. On a larger scale, they are also looking for Darth Sidious, the head of the Sith – those masters of the Dark Side who would love nothing more than to take over the galaxy.

I’m going to write this review without spoilers, because fans of this series have waited a long time to get to this point; they don’t need a critic revealing all the good stuff. Here’s what I will say: once rescued, the power-mad Palpatine again begins filling Anakin’s head with notions of power. He exploits a particular weakness that Anakin has, which causes the young Jedi to flirt with the potential of the Dark Side. (Interestingly, his conversion has more to do with love than with hate.) Through it all, Anakin believes he is doing the right thing, even when his beloved wife Padme (Natalie Portman) tells him he’s wrong. Several shockingly evil acts occur, at which time the pregnant Padme realizes that Anakin is no longer the man she married.

Meanwhile, the Jedi Knights, including Yoda and Mace Windu (Samuel L. Jackson), discover that the Sith have a plan in place to eliminate all the Jedi. Both of them have an encounter with Darth Sidious, while the Clone Wars rage out of control around them. Obi-Wan tries to bring about peace, only to end up fighting his former protégé on a fiery planet filled with volcanoes. Along the way, some familiar faces pop up to varying degrees, including R2-D2 and C-3PO, Chewbacca, and Jar Jar Binks (who mercifully has no dialogue this time).

Many things come to mind as I think back on Revenge of the Sith. As with Peter Jackson’s Lord of the Rings trilogy, I don’t think you get the full appreciation of what George Lucas has done until you get to the end. A lot of people griped about Episode I: The Phantom Menace. I admit that it doesn’t stand on its own too well, but it’s a crucial part of the series because it gives us so much information that pays off here. Lucas has really done something extraordinary. He’s taken one of the seminal pop culture icons (Darth Vader) and shown us his evolution from child to dark lord. To the best of my knowledge, this is unprecedented in film history. The Star Wars saga is not really about Luke Skywalker or Han Solo; it’s all about Vader. I love how this recent trilogy has charted the genesis of one of cinema’s greatest villains.

Best of all, the transformation makes sense. In one scene, Padme tells Obi-Wan that “there’s good in him [Anakin]” and we know that’s true. Anakin isn’t a bad guy at all. However, he desires more power, the Jedi council doesn’t feel he’s ready for the position of a Knight, and he burns with regret over his inability to save his mother. When the Dark Side offers the power to change things, Anakin seizes it with tragic results. The romance angle works really well in the movie, as Padme watches the man she loves go down a dark path that no one can detour him from. (Natalie Portman does some really fine work as the mourning Padme.)

Another satisfying element is that Revenge of the Sith recasts the original trilogy in a whole new light. Things from this movie tie directly into the earlier pictures, giving Lucas’s fictional world a depth and breadth we never expected. Among other things, Episode III explains why Yoda ended up alone on Dagobah, why Obi-Wan lived so close to Luke Skywalker on Tattooine, who raised Princess Leia, and why Darth Vader wears that black suit. I have a whole new appreciation of the series knowing the entire back story.

My parents took me to see the original Star Wars when it opened in 1977. I was nine years old. I often say that I was never the same after walking out of the theater. People usually laugh when I make that claim, but it’s true. As an adult, I’ve had a hard time accurately quantifying the reasons why Star Wars made such a big impact on me. Late last year, I discussed the issue with some same-age friends who are also passionate about the series. One of them commented that Star Wars was the first sci-fi picture our generation saw that wasn’t cheesy. The creatures and effects didn’t look schlocky and – as he put it – there was a “sense of movement” in many of the scenes (particularly the climactic Death Star attack) that was unlike anything we’d ever experienced in a movie before. This combination of things allowed us to totally immerse ourselves in Lucas’s world, and we subsequently understood the power of movies in a way we never did previously.

My friend was right. Star Wars was a cinematic milestone for an entire generation, much as Easy Rider was to its generation (although for different reasons). George Lucas recaptures a lot of the magic in this new film. The special effects in the first 20 minutes may be the best I’ve ever seen, and there’s a sense of awe and wonder to the whole enterprise. Lucas’s imagination has sprung forth an intelligent story combined with memorable characters and a world we can easily get lost in. It’s not hyperbole when I say that Episode III gave me the some of the same feelings I had as a 9-year old boy seeing the original for the first time.

The last few minutes of Star Wars Episode III show Anakin being placed into the famous Darth Vader suit. It’s a dramatic moment as the helmet seals and the very first menacing breath emerges from the villain. The fans – this critic included – have been waiting years for that scene. Finally, we understand the complete origin of one of the best loved and most intriguing bad guys of all time. Revenge of the Sith could have gone wrong in so many ways, but it doesn’t. Lucas has a crystal clear vision of the story he wants to tell, and it’s 100% faithful to the vision he began back in the 1970’s. There’s some sadness knowing that, most likely, the Star Wars pictures are done. However, I get intense pleasure knowing that the series concludes on the highest of high notes.

( out of four)

Star Wars Episode III: Revenge of the Sith is rated PG-13 for sci-fi violence and some intense images. The running time is 2 hours and 20 minutes.