First, I have to say this was the best of the prequel trilogy. It did have major shortcomings, but I think the drama of actually seeing the story that we already know made it special.
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As for the negatives, at least George Lucas is consistent. He and his script writers must be so detached from reality at Skywalker Ranch. When Padme said "You're stressed out...", I was embarrased for Lucas. If the script weren't bad enough, we also get the greatest emerging thespian: Hayden Christiansen. He basically has one facial expression in both Episodes II and III and he couldn't deliver a line with sincerity to save his life. In turn, I think he brings down Natalie Portman and their chemistry; she is at least decent in most of her other movies. His bad acting even permeated through the Darth Vader suit in the Frankenstein sequence. Someone on Rotten Tomatoes actually had the temerity to say Christiansen was a better lead than Mark Hamill. Ha!
The parallel seen of Padme "losing the will to live" was also too lame--childbirth, especially with twins, can lead to plenty of real physiological complications. For a mother to die for this reason runs incredibly counter to the biological drive to nurture and protect children.
Nonetheless, I think the movie was salvaged by just about everything else. Ewan McGregor was the one saving grace in terms of acting. He was the only one to convey the tragedy of Anakin in an emotive way. I think Alec Guinness would have been pleased with the younger Obi-Wan in the final Star Wars film. Of course, the special effects were not disappointing. It seems Lucas may have been frustrated with illustrating the grandiosity of the galaxy and all its planets and races in the original trilogy. In Episode III, you get a better idea of what is all at stake if the Republic falls.
And a random question for the Star Wars experts:
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What is the control mechanism of the clones? After all, they are humans, so how is their loyalty decided? I somehow doubt Palpatine is Force-controlling them across the galaxy.
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