Even though I rank "Revenge of the Sith" number 2 and right below "The Empire Strikes Back," I do realize that it's not a perfect film. Here is a list of my complaints.

1. I wanted to see Vader hunt down and kill a few more Jedi than what gets shown on screen. If you were to ask fans what they wanted to see in Ep III (and in the prequels in general), the second response would have been "seeing Vader kill the Jedi." The first would have obviously been "the duel." With all that being said, the "Jedi children" scene almost more than makes up for it.

The scene of the Clone Troopers turning on the Jedi is great stuff, but can you imagine that scene coupled along with a scene of Vader hunting down un-suspecting Jedi.

2. For all the loose ends that Lucas tied up, there are a couple that were left untied.

-"Your uncle didn't hold with your father's ideals. Thought he should have stayed here, and not gotten involved." This implies that Uncle Owen and Anakin were related more than just being step-brothers for all of 5 minutes of film time.

-"General Kenobi. You served my father during the Clone Wars." This strongly implies that Obi Wan served directly under Bail Organa. I know that it's implied, and you can read into "serving my father" to be represented through the actions of the characters in Ep. III, but this line suggests that Bail Organa had a much larger role in how the Clone Wars played out, instead of just being the one that protected the lost Jedi in-between movies.

3. I would have liked for Vader's suit to mean more than it does. I mean, it's cool and all, but after Ep III, we are led to believe that Vader's uniform was just cobbled together with pieces they had lying around the hospital. It makes you wonder if this is the suit they give other third degree burn patients... ;-)

4. Lucas took the rug out from underneath Padme by having her "losing the will to live." Conceptually, it works. But as it stands, Lucas needed to have done a better job showing that their romance was one for the ages and that it's conceivable that she could have lost the will to live because of being strangled by her husband. I think the scene works better if you plug your ears during that line, and assume that the injuries she suffered were severe enough to have taken her life.

5. Yoda's disgrace could have been more pronounced, instead of just the one line that he had. I mean, here's a guy whose hundreds of years worth of teaching had been eradicated. I expected just a tad bit more.

Some of the dialogue scenes that people had such a problem with didn't really bother me that much. I'm easily pleased I guess.

That's all for now. There are other minor problems that I could get into, but these are a few of my "major" gripes with the movie.

matt out