I sense great fear in you, Skywalker. You have hate. You have anger. But you don't use them.

No 330 - Star Wars Episode III: Revenge of the Sith
Director - George Lucas

Episode 3 is the prequel which finally (at times) looks like Star Wars. Episodes 1 and 2 are all taking place in the grand old palaces of Naboo or the super busy super-city of a Coruscant - places which are massively different from the general aesthetic of the original trilogy. However, after the scroll of episode 3, we get to see the old school Star Destroyers back in action. We're beginning with an inter-galactic dog fight and it all feels like star wars.
And yet, what Lucas has managed to do is take the basic designs of Star Wars and use CGI to make it feel wrong. Lets start out with that initial dog fight.

The action is big and dramatic, but there is so much CGI thrown into the sequence that it just becomes a bit of a mess and difficult to follow.
But CGI is a bit of a curse for the film. Everything has been replaced with CGI. Every single shot has CGI in it.
Let IMDB put it into context with some of their hot trivia.
All shots of C-3PO had the entire green screen set reflecting in his shiny gold armor, so digital effects artists in post-production had to digitally repaint C-3PO's armor frame by frame to remove any traces of the set

Seems a bit ridiculous.....
But then, it becomes a lot worse when you realise how all of the characters have been replaced with CGI.
R2D2 is replaced with CGI at times and given so many cool new functions you have to wonder why he never uses them in the future. In fact R2D2 in the time of the Empire is a bit rubbish when compared to the bells and whistles of R2D2 during the time of the senate....
Christopher Lee's Count Dooku is replaced with CGI to give him mad ninja skills during fight scenes - which seems lazy and disrespectful to the grand master that is Lee
Yoda has been entirely replaced with CGI. For everything. Maybe it is the warm fuzz of nostalgia but I find CGI Yoda quite cold and depressing compared to the puppet, and of course it removes any opportunity for Frank Oz's excellent performance.

It seems that George Lucas' unlimited budget has allowed him to think that CGI is the answer to everything. The film suffers from too much CGI.... but the film really suffers from a character who is very much real. Who is, in fact, integral to the series. Hayden Christensen. He is a really bad actor and considering he is supposed to portray the turmoil and downfall of Darth Vader he manages to cheapen 6 films.
Hayden Christensen's portrayal of evil is entirely down to how furrowed his brow is, not only that but the entire fall to evil takes about 30 seconds. At the beginning of a scene he is mourning his attack on Mace Windu (I'll get to this in a sec) but by the end of the scene he is killing children in cold blood. THERE IS NO ARC! It is just BAM! I'm a Baddie! And even after he's got all burnt up, and John Williams' music swells, and the mask goes down, and the first wheezing breath raises the hairs on your arms.... he still manages to fuck it up. Fuck up Darth Vader as a character. Forever.....
I fucking hate you....

I also fucking hate you for killing off Mace Windu in such a weak way.
I hate you for wiping C3PO's memory at the end of the film in order to messily tie up the loose ends.

And yet, there are two defining moments which save the film from being infuriating. Firstly, the Jedi death montage of Order 66 is the Prequel trilogy's closest point to the darkness of Empire. It is bleak, it is emotional, it is gloriously hopeless.
And finally.... the final scenes. We're inside of a ship and we're back in the stark white 70's sci fi interiors. The final separation of the twins and the final moment as Obi Wan passes Luke to Owen and Beru may be the best bit of the entire prequel trilogy. The last shot of Owen and Beru feels exactly like the original trilogy. The strain of the original theme kicks in and I have a wonderful smile on my face.

In the final seconds of the film, Lucas has made me forgive almost everything that went before.