The Prequel trilogy was very shaky from the start, but someone must have sat down and re-watched the old trilogy with Lucas to try to recapture some of the magic they had. The resulting thrid film leading up to the slide of Anakin Skywalker to the dark side was the best of the three prequels, and went most of the way to getting back to the original trilogy level of interest and excitement.
For once, the technical wizards won out, and the opening space battle set the right tone. It's quite a complex sequence, and Hayden Christiansen channels Mark Hammell for a while. However, we're soon immersed in the larger strategic plot once more once Dooku is dispatched. The 'cutting of hands' continues, and becomes almost a cliche for these films. The love story is still weak, and even some help by some skilled writers brought in to re-work the Anakin/Padme scenes couldn't bring it above schmaltz. The one Padme scene that actually works is with Ewan Mcgregor when he comes to tell her the bad news about her husband. That's the only small intimate scene that works well.
The action is good, and the pacing is better than the other two films as they tie up a lot of plots and loose ends. Since the action switches between multiple locations, you almost have to have watched the prior film a short time before this one to use all the information they give you in the previous two.
However, the real problem I had with this film's whole premise -- how Anakin becomes Darth Vader -- is that the fear of personal loss seems token compared to what a Jedi is supposed to believe. Yes, Padme's his wife, and we'd do aything to save people we live if we could, but the leadup to it was all wrong. In my view, it should have been more of a surprise that she was going to die, and that would have invoked more passion in a short time that would have justified his need to find a 'cure for death'. Either that, or he needed to have learned about the powers of the Dark Side on his own rather than through a surrogate who's not even supposed to be a Jedi, just a politician. It really undermines the whole premise, and to me it seems sudden and unjustified.
I think Padme's death was also lame. I know they didn't want it to be a violent one, since kids will see this film, but an emergency surgery when she's clearly dying from -- some outside action, would have been better. Especially if it was made more clear that he was responsible for killing her. I don't read the comics or the 'additional backstory' published because I don't believe that's a good way to tell a movie's story. Maybe there's lots of 'backstory' I missed on this, but I'm reviewing the movies, not the additional material.
In the end, the man is transformed and we get back to the beginning of the Empire. They managed to tie up most of the loose ends they created in writing a prequel, and it was a pretty good film for sheer scope and looks. Acting was better, too. I still think more of a charismatic Anakin would make his fall more shocking, but they got us there, and that was the whole point.