"For over a thousand generations, the Jedi Knights were the guardians of peace and justice in the old Republic, before the dark times. Before the Empire. A young Jedi named Darth Vader, who was a pupil of mine until he turned to evil, helped the Empire hunt down and destroy the Jedi Knights. Vader was seduced by the dark side of the force."

— Obi-Wan Kenobi, Star Wars Episode IV, 1977.

"You were the chosen one! It was said that you would destroy the Sith, not join them. Give balance to the force, not leave it in darkness."

— Obi-Wan Kenobi, Star Wars Episode III, 2005.

The Phantom Menace and Jar-Jar are a distant memory.

Lambasted for the immaturities of Star Wars Episode I and the political mud in Episode II, writer/director George Lucas faced lowered expectations from the public for Star Wars Episode III: Revenge of the Sith, despite promises of a more adult, dark movie. And while the kids are still invited, and the politics are as boring as ever, Episode III bests its prequels, with superior visuals, brilliant action sequences, improved acting, and a tale long awaited.

We all knew beforehand what would take place in Episode III: The young Jedi Anakin Skywalker would be manipulated by the politician Palpatine (who's really the evil Sith lord Darth Sidious) into believing the only way he can save his love Padme is by turning to the dark side. In the process, Anakin betrays the Jedi Order, turns the democratic Republic into the iron-fisted galactic Empire, and becomes one of the greatest villains of American cinema, Darth Vader. Star Wars, that ultimate of science fiction sagas, would finally be complete.

We all knew what was coming, but we still couldn't wait to see how Lucas would do it. Would it be evil? Would it be sad? Would it be weighed down by lengthy dialogue sequences? Would Anakin stop pouting? Would C-3PO have another terrible line ("what a drag!")? We filled theaters.

And we got our answers, and most of us were impressed. Awe-inspiring computer graphics greeted us at every turn, in every scene. The locations and digital characters were intriguing. The action was intense. C-3PO is rarely heard from and the kids get theirs in the form of a more heroic R2-D2. The tragedy of brothers in arms turned into enemies, the fall of the Jedi, the truth behind the Storm Troopers.

But there are problems. There's too much going on here in Episode III, which runs for a hefty two hours and 20 minutes. Too much happens because Lucas has so many things he wants to say, to connect as much as possible to the first trilogy. He's trapped in a way, because he's filling in the blanks, expanding on what Obi-Wan tells Luke years later on Tatooine.

Still, there's dead weight sitting in the middle of this movie, repetitive scenes that could have been cut. Anakin spends too much time with Palpatine and Padme, when it's just more enjoyable seeing him with Obi-Wan. The old man and young woman lead him - in different ways - to the dark side, but I think the same amount of insight could have been relayed in half the time.

You didn't really want to view this movie as part of Lucas' on-going statement about the follies of power and how a democracy turned into a dictatorship, did you? You're here for the extensive dog fights in space, the orgy of lightsaber duels, the chaotic ground war between droids, clones, Wookies and Jedi.

I thought so. The opening, mind-blowing, beautiful battle above the planet Courescant took a little over a year to complete, and the work shows. An air draft coming off a ship, a pair of fighters, way, way in the background colliding, a dozen laser blasts and explosions and tiny bits of debris, all moving at once. Everything is in here. And yes, that really is a kitchen sink crashing into a ship in the opening minutes. The opening scene is indicative of the visual effort that went into this entire movie, where even the dialogue heavy scenes are touched with brilliant backgrounds. The film was shot completely digitally, making for an eye-popping visual presentation, and the sound mix for the movie was tops for the franchise.

While I'm still not sure whether I liked the Wookies battling droids in Episode III (I know I laughed for all the wrong reasons when two of them swoop in on vines, hollering like Tarzan), their battle on Kashyyyk is excellent, as is the ultimate battle between the droids and clones on the planet Utapau. There are more lightsaber duels in Episode III than all the other movies combined (or so they say ... I didn't count), and every one of them is choreographed to perfection. Episode III features more than 2,200 visual effects shots (or so they say ... couldn't count those), more than any other movie to date, redefining the term eye-candy.

The introduction of a new character to the Star Wars movies, General Grievous, the half-alien, half-droid leader of the Trade Federation's robot army, actually worked quite well I thought, giving Obi-Wan a nemesis to track down and fight, while Anakin waits back on Courescant with that disconcerting look on his face.

Most everyone in Episode III improves on their performances from the earlier movies. I've always bought into Ewan McGregor as Obi-Wan, even when he was forced to deliver a one-liner aiming for the easy laughs. McGregor again is smooth, has great range, and delivers a Jedi Master that I'd like to have a beer with. The standout though, to me, is Ian McDiarmid. We've known all along Palpatine is Sidious (and it's a wonder the Jedi didn't figure it out … or that Anakin is married to Padme … or that he's an expecting father … jeez, no wonder they miscalculated that entire "he'll bring balance to the force" thing), yet McDiarmid gives the Palpatine character a sly sense of easy calculation, like a nice, quiet snake in the grass. Think about it: when he was 39, McDiarmid was cast to play an ancient withered old bad guy who looked like Satan. Twenty years later, he plays the same character, only younger and better. When he finally shrugs off the Palpatine facade, he's transformed into the same, sneering monster we were introduced to all those years ago.

Even Hayden Christensen's Anakin is tolerable in Episode III, at least to a point. As Vader he's less whiny and more sinister, doing what he can with a character that's forced to be insanely naïve and oh so easily manipulated. For most of the first half of this movie, when he doesn't have lightsaber in hand, he just delivers awkward lines and looks intently at people. Nowhere is this more apparent than during his interaction with Natalie Portman's Padme: "It's only because I'm so in love." "No, no it's because I'm so in love with you." Stilted, sappy and just enough to make you cringe. These two never lit up a room in Episode II, and they still feel strange together in Episode III. Get her away from him, and she's a tolerable female lead. Get him away from her, and he's ... tolerable.

Still, for as often Anakin seems like nothing more than a foolish, foolish boy, his transformation from good to evil is quite satisfying. When the moment comes, when Anakin does turn to the dark side, you enjoy it, not really because it makes any sense, but because that's what's supposed to happen, that's what we've been waiting for. Though going to the dark side didn't make him any smarter during the final battle. Because you know, Anakin, Obi-Wan does have the high ground, and while he may indeed underestimate your power, he's probably right, you shouldn't try this. What was wrong with just floating down-river for another three seconds?

Episode III didn't win everyone over, and some people demanded a perfect movie to make up for the dredge in Episode I. This is not a perfect movie.

But while many of us wish Lucas had just killed off the Gungen race back on Naboo, it did get better with Episode III, the first PG-13 rated film out of the six, a sometimes graphic affair that needed to be more adult. That's the only way it could be. We get our dark transformation of Anakin Skywalker into the monster Darth Vader. Lucas maybe gets to fire one last shot at the critics during the closing scenes. Fair's fair, I say.

For all its faults (real and perceived), for all the hype, for still failing to come EVEN CLOSE to The Empire Strikes Back, Episode III is a great movie, worthy of several viewings and appreciated on more than one level. It solidly finishes a work that spans roughly 30 years, completing a larger tale that's known and admired by millions of people around the world, looks and sounds fantastic, and, for as evil and dark and sad and disappointing it is, it does end in sunlight, it does end with a sense of hope.

A New Hope.

Most of us saw Episode III on film back in May, unless you were lucky enough to live near one of the relatively few theaters out there with digital projectors. This DVD picture, coming directly from the digital master, is leaps and bounds better than the film version I saw. The video is anamorphic widescreen, enhanced for 16X9 TVs, and looks beautiful, with an expansive color palate that's truly bold, blacks that are deep and defined, accurate flesh tones, explosions and lightsabers as clear and exciting-looking as ever. Every single frame of this movie was touched by the special effects departments and all of it – every single frame – wouldn't look as clear, clean, and rich, without digital. From the Earth-like blues and greens of Kashyyyk, to the industrialized-gray Courescant, to the evil, hellish reds and blacks of Mustafar, the feel of every setting – whether we're on the ground or a mile high in space - is perfect. Other than the obvious items, it's nearly impossible to distinguish what's real – that artwork in the background, whether or not that's actually Christopher Lee fighting the Jedi – and what's not. Some of these scenes have dozens and dozens of tiny elements, all moving in different directions, and when there are 20 things going on at one time in the foreground and background, some elements seem to come through sharper than others. Being so reliant on computer-generated imagery has its advantages in the video department, as Revenge of the Sith has a gorgeous, near-perfect picture. This adds to the replay value of this DVD. There are scenes you will go back and marvel over again.

The Dolby Digital 5.1 Surround EX track is an impressive mix, an immersive spectacle that catapults you into the familiar Star Wars world. Ship engines move aggressively across the speakers, lightsaber and blaster sounds are crisp, the ever-present musical score is sprinkled heavily in the back, and a little more lightly elsewhere. Bass – deep, booming, neighborhood-waking - is used heavily at all the right spots, and never "just because." Dialogue remains front-center for most of this film, with the occasional shift. When the picture moves right, the sounds that were center move left. When a ship comes into view from back right, the hum of its engines move with it. When you're listening to those long-winded stretches of dialogue in the middle, you beg for the next action scene, just to hear what's next. Also included are simple English, Spanish and French 2.0 options, which you will never, ever bother with.

One whiff of the special features for Episode III, and all speculation about a future box set ends. There is no all-encompassing "Star Wars is complete," mutli-hour send-off to the movie franchise. In that way, these extras are lacking. Not a surprise. Remember that bonus disc with the Trilogy set? My money says Fox and Lucasfilm already have two or three like it all planned out for the big box set down the line. It's not a question of if, but when.

This extras DVD does represent Episode III well, and the feature documentary is a different kind of making-of show. Running close to 80 minutes, "Within a Minute" focuses solely on a short, 49-second action sequence during the final battle between Obi-Wan and Anakin. With Producer Rick McCallum hosting, each department that touched this short minute is profiled here, and there are nearly three dozen of them. From Lucas' script to the screening of the final product, we see the hundreds of people who bring the idea to life along the way.

Hearing from people who do work like rotoscoping and pre-visualization, men and women you only know if you memorize all the end credits, was a nice touch. I didn't even know what the hell rotoscoping was before this. The only problem here is the inclusion of the accounting and catering departments. I liked knowing 1,269 shots in the film were animated, but I didn't really care that on some Tuesday they had a Thai theme going on at the food tent. Which cook did texture work on the Mustafar scene? And I'm almost positive nobody in payroll added anything to those 49 seconds. It was a generous thought to credit the people behind the people behind the scenes, but in the end it looks silly.

Still, there are several off-the-beaten path tidbits here: the flowing lava is actually reversed and flipped from what was shot, because by the time the lighting and rendering department had realized Lucas wanted the lava flowing the other way, the prop had been torn down. The lightsaber props have been "vacuumitilized," whatever that is, to prevent chipping. It takes small, sticky lights on the green screen to keep the right camera angles. I like these little things explained to me, because I'm one of those clueless "how'd they do that?" people. This documentary, laying out the complexities of just three pages of script, gives you an idea of how much work went into this entire film.

The two other, shorter, documentaries, "It's All For Real," an 11-minute look at the stunts of Episode III, and "The Chosen One," are both good, if lightweight. "It's All For Real" is swordmaster/stunt coordinator Nick Gillard's time to shine, as his handiwork is displayed. McDiarmid learning how to fight with Samuel L. Jackson is the highlight. But the name is misleading: it's not all for real. Sometimes it's all digital, sometimes it's a digital face of Christensen on a stunt double's body. What's nice while watching this is you realize you never noticed the difference in the film. "The Chosen One" is the focus on what this movie is all about, the story of Anakin's transition into Darth Vader. "There's always this good in you. The good part is saying 'what am I doing?' And the bad part is saying 'I'm doing this for Padme, I'm doing this for us,'" Lucas says, coaching Christensen on what's going on in Anakin's head. Mostly this 15 minutes is telling us what we already know (Anakin's fear leads him to be manipulated and turned toward evil) but it's nice to see the steps of the transition in Episode III shown from behind the scenes.

The Web documentary collection is excellent, and is basically a longer making-of Episode III feature, told in 15, five- or six-minute chunks. Some parts are better than others, though none of it's boring. The gun and lightsaber props portion is fun, seeing how flimsy some of them are, and the chapter that shows how much advances in technology have allowed filmmakers to shorten the process is insightful. And the horrible, horrible things we learn. Anakin was supposed to have long, rocker hair? Ugh. A nice touch is seeing each opening sequence of the Web documentary changed to fit the theme, character or contributor in the next chapter.

The commentary track on the feature DVD includes Lucas, McCallum, Effects Supervisors John Knoll and Roger Guyett, and Animation Director Rob Coleman. While not enthralling, it is worth a spin. Most of them have something new to offer, stuff you won't learn from the special features or documentaries. Lucas tells us about a minor homage (done via Yoda) to Akira Kurosawa and Seven Samurai, and gives us a slew of script insights. Coleman and Knoll both speak out about the imagery where they feel it's appropriate, while McCallum mostly just oohs and ahhhs over how bold or wonderful or special this or that scene is. Everything is just faaaaantastic in his book. The commentary is dominated by Lucas, as it should be, but he and the rest of the contributors to this track spend so much time talking about the story, effects, props, and action, they take hardly any time to talk about the actors. Even if they were lying through their teeth, I wanted to hear about how perfect that last line was delivered, what Lucas had to say to McGregor to get that extra something from him, how he convinced Christensen to stop pouting so damn much. Alas, it's the characters and their movements, not the actors and their performances, that grab all of the attention.

The deleted scenes portion of this DVD is disappointing in a way, because it could have been filled with another half dozen scenes that made it into the movie. Each one of the six scenes here has Lucas, and sometimes McCallum, offering introductions. There are two great scenes that didn't make it: Obi-Wan and Anakin attempting to rescue a captured Jedi on General Grievous' ship, featuring a good mix of humor and action. The other is Yoda arriving on Dagobah, where we first met him at the movies in 1980. It's so short, the only reason I could figure it was cut was to keep the flow at the end of the movie intact.

It's easy to see why the other scenes are gone from the feature. Already too political and talk-heavy at points, Episode III didn't need scenes of Padme and other politicians debating their next steps. The first sees members of the Galactic Senate … talking. A second scene sees them … talking. The final scene sees them confront Palpatine, who talks them down from doing anything rash. Like forming a committee. This is a dead-end side-plot that was mercifully left out.

Lastly, a couple minutes of Mace, Obi-Wan and Yoda sitting around, "sensing a plot against the Jedi" (and I sense the sun will rise tomorrow), ends up being a good choice for the deleted scenes section, since we established a long time ago the Jedi of Episode III are blind and destined to lose this war.

Many a still gallery on DVD has bored me to tears, but here we've got a witty caption writer at work, with an enjoyable, 75-plus photo tour behind the scenes. Lots of green screen action work and on-the-set goofing around is captured by a pretty good photographer.

The TV spots and trailers section includes three distinct theater promos, "Nostalgia," "Epic," and "A Hero Falls" music video, the last set to the wonderful music of Composer John Williams. Some TV spots are more enjoyable than others (I'm partial to "Sith Happens"), though with 15 of them here, this menu was in desperate need of a play all option.

There's a game trailer for "Battlefront II," which streets day-and-date with the DVD for the Xbox, PlayStation II, PlayStation Portable, and PC. There's also a playable Xbox demo, which lets you play two mini-chapters from the game. The ground action portion is marred with a glitch that keeps your targeting system stuck to the left. Trying to hit anything with any degree of accuracy is just too hard to be fun. The battle in space, however, is a fantastic time. I must have crashed a dozen times, and enjoyed every second of it. The first "Battlefront" is an outstanding game, but wasn't too deep. LucasArts thinks it fixed that in the sequel, with more locations and playable characters. A game trailer for the PC game "Empire at War" is also included, and it looks hot. Too bad I own a Mac.

Wasting space: the One-Sheet Posters section, where 20 U.S. and international posters reside. Only problem is, 19 of them are the same and only the unreadable text at the bottom changes. At least the seven Outdoor Print Campaign posters are all different.

Some other bonus thoughts:

• Menus are sweet-looking, easily navigated, and feature sound that's excellent in its own right. All the little visual touches in the movie are enjoyed in the menu areas as well.

• Opening feature DVD menus can take you to three random planets. Neat if you're not expecting to land on a different planet when you load the DVD for the second or third time.

• Vader appears on the movie DVD's top, Yoda graces that of the special features' DVD. The box art is sadly similar to Episodes I and II. A search on the Web turns up some fan art boxes if you desperately need one.

• The insert only includes what's on the DVDs and a chapter list. Par for the course with the previous two DVD releases, and lacking any imagination. A print interview, or pictures, even an order form for Star Wars junk, would have been welcome. Is paper that expensive these days?

• An Easter Egg can be found from the options portion of the feature disc.

• Accessing the Star Wars Web site through the bonus DVD gives you a free trial of Hyperspace, which opens VIP access to the site's features.

Star Wars Episode III: Revenge of the Sith earns DVDTalk's highest rating – whether the movie lived up to your expectations or not – if only because it gives several other DVDs in your collection instant replay value. If you're anything like me, you've got those five Star Wars movies near your Godfather collection and Lord of the Rings extended editions. The satisfaction of watching these movies one (or half of one) through six will be worth a weekend of your life.

This fills not only a gaping hole in the Star Wars saga, but also on the DVD shelf. Sure, someday, when they've milked the simple two-DVD versions of Episodes I-III for all they're worth, we'll see the ultimate, complete collection, or at least a set to sit side-by-side with episodes four through six. There might be "never before seen" bonus features and "all-new" commentaries, maybe cast reunions, possibly a few "lost scenes," and definitely a hefty price tag.

Are you really going to wait? DVDTalk Collector's Series.