Allow me to draw a comparison to another bad movie.
Have you ever listened to the director's commentary on the D&D movie? You should; it's funny. It's funny because the director obviously has no idea how to tell a story. He talks about cutting a scene where one character actually tells us what his name is because he felt the pacing was too slow. Now, if you've watched the D&D movie, you know that they spend less than a minute on the average scene. What the movie needed was to slow down, and if the director couldn't fit all the cool things he wanted into the movie, he should have cut the unnecessary things.
Add a few lines here or there, a few extra moments of consideration and reaction to Revenge of the Sith, and you have a workable movie. You couldn't actually have a good movie unless you had good acting. Now sure, as an action film it's not expected to have incredible acting, but Pirates of the Carribean had much more nuanced acting, as did Fellowship of the Ring. Ewan MacGregor is a good actor, and he was the only character I actually cared about as I watched this movie.
The long slow scene where Anakin looks out the window of the Jedi council chamber, and across the city Padme looks out her window, was a good scene. We know Anakin is considering what he might lose, and the slow pacing gives us a chance to feel for him. So when he goes to aid Palpatine, we've actually had some emotional build-up.
The rest of the movie is just too fast. Too many times we have a 1-minute scene, cut to another 1 minute scene, then cut back to the last scene. Why not just linger on the one scene, letting the emotion play out instead of jumping around?
But hey, I'm flexible. You can have mediocre acting if you at least have compelling storytelling.
1. When Obi-Wan is preparing to leave, he tells Anakin to be patient. The council will eventually make him a master. If you add, "It is better to earn something than to take it," and you'd have a great, tragic parting line which Anakin can ignore.
2. Like another poster mentioned, add a scene with Padme confronting her old friend, Senator turned Chancellor and soon-to-be-Emperor Palpatine. Give her something to do.
3. Instead of yet another scene of Anakin telling Padme he won't let her die, show how dependent Anakin is on the woman he thinks he loves. She's scared of all his talk of her dying, so she says she wants to go home and get away from all this, and Anakin panics, terrified of not having her around. If you look at the relationship, Anakin really is an emotionally-abusive husband, using his wife as a trophy to make himself feel like his wife is worthwhile. We need to feel the pain that this abuse causes Padme, but she really just seems confused. Confused is not compelling.
4. On Mustafar, Obi-Wan should offer Anakin forgiveness, and ask him to come back to the jedi. Then Anakin throws the offer back in Obi-Wan's face, saying he feels the jedi are evil, and that Obi-Wan should join with him. Refusing an offer of forgiveness makes Anakin actually seem like he's accepted who he is. Since Anakin's the villain, and Obi-Wan is the sympathetic character, this helps us better feel his betrayal, since we see he does all he can to save Anakin. I would rather have seen this than Anakin talking about overthrowing Palpatine -- it's too early in Vader's life to think of overthrowing his 'trusted friend' the Emperor.
5. Evil should not jog. Evil should not whimper. Evil, especially the evil of the Emperor, the Dark Lord of the Sith, should be frightening. When Grievous's cruiser is having gravity problems, seeing Palpatine running to safety is embarrassing. This man is in control of everything. He should stride purposefully, fearlessly, imposingly.
Later, in the fight with Windu, he should have been abusive to Anakin to make him attack Windu. Something like, "Skywalker, do not be a coward! Don't let this one command you! If you are truly my ally, you will strike him down. Or would you rather continue to be the council's lackey?" Palpatine should be defiant, even when facing down death. He knows he can take Windu, but he wants Anakin to turn.
In the final fight with Yoda, Palpatine jumped around too much. It's okay for one old wrinkly guy (Yoda) to bust out with force jumps, but Palpatine should have had a different schtick. Hell, I would have been okay with him flying and zapping Yoda with lightning, like some sort of lich. But I didn't want to see Palpatine leap around. I wanted him to be imposing, to be a worthy villain for an entire galaxy. He wasn't.
Finally, evil should not have a dimpled forehead. The make-up was too . . . Twilight Zone "Eye of the Beholder" for my tastes.
6. As above, except for Vader. True, Anakin does a good job sometimes with being frightening and powerful, but I got the sense that Grievous was a more dangerous foe. Hans Christian Anderson did a good job with intense glares during combat, but just a smidgen more oomph in his swordfight would have been nice. This is minor, but I really wanted the Anakin/Kenobi fight to be better than Darth Maul's. Instead, they wasted the Duel of Fates music on Yoda and Palpatine, which really wasn't as interesting.
7. One last request. This might have redeemed the movie at the end. Okay, so Anakin becomes Vader, and Palpatine tells him Amidala is dead, and Anakin gives a very un-Vader-like (and un-James Earl Jones-like) cry of "Noooo!" Now imagine if the scene had lingered for a moment longer.
Vader is kneeling, looking down at his new, inhuman body. He takes one slow breath, slumps slightly, then takes another breath, looking broken. And then with his next deep, mechanical breath, he straightens and stands. We can almost hear a growl in his breathing.
"Anakin Skywalker has lost all he ever loved. It has all betrayed him, all died. Now there is nothing left but the power of the dark side of The Force. There is nothing left but Vader."
And we can fade out with the Emperor quietly cackling. Roll credits.
That would have been an ending I could love.
I guess I'm just not a Star Wars fanboy. I wanted a compelling story, not eyecandy and inane catering to my geekiness. I gave it a 3.
