I didn’t bother to see Episode III in the cinema, because I’d been so disappointed with the previous two films. I finally watched it a couple of years later on Blu-ray, and felt it was probably the strongest film out of the prequels.
Re-watching again, as a background whilst doing some painting, I think that much of it still suffers from the poor pacing of the other films. The space battle at the start of the film should have been epic, but seemed to lack the level of excitement that it deserved. The fight with Dooku killed off a character that could have been much more interesting if he’d stayed around for longer.
I’m not sure when the audience was meant to figure out that Palatine was the Sith Lord, since being a fan and having played a lot of the Star Wars RPG, and read the Expanded Universe books, I knew exactly what Palpatine would become from the start. Even without that knowledge, it seemed blindingly obvious. Apparently some people were surprised though.
Did Count Dooku know? I presume he did, but also surprised he didn’t try to bargain for his life with that information.
Anyway, the best bit of the film was towards the end, where things actually get interesting. The betrayal of the Jedi with Order 66, and the events right at the end with what happened to Luke and Leia actually had some emotion to them, but that’s entirely because of what I know happens to those characters. I think most of the strengths of this film are in the fact that it plays into the trilogy that I loved from my childhood, rather than because of its own inherent strengths.
I’d also completely forgotten the fight between Yoda and Palpatine, or that we got to see the construction of the Death Star and Tarkin. Apparently construction techniques had improved a lot by the time of Return of the Jedi, since it only took a few years to build the second (much larger) Death Star, but about 16 to build the first (unless construction of the 2nd started before the destruction of the first).
They did squeeze in a lot of references at the end – as well as Tarkin and the Death Star, also the Tantiv IV, Captain Antilles and of course Luke’s adopted parents. Towards the end of the film, around the point of Palpatine telling Anakin that he was a Sith, I did stop painting and started paying more attention. I still got half my men-at-arms finished though.