"You were the chosen one! It was said that you would destroy the Sith, not join them! Bring balance to the force, not leave it in darkness!"
So, when Episode I came out in 1999 I personally was looking more forward to Episode III for one simple reason, I knew it was going to be incredibly dark. Everyone knew that Episode III was going to have the lightsaber battle between Anakin and Obi-Wan and we knew that Anakin would become Darth Vader as well. So we were all looking forward to it. And, for once, with the prequels, I wasn't let down.
Episode III was just as dark as I had hoped and more. It was so dark that it was the only Star Wars film to receive a PG-13 rating. And it had to be dark, Darth Vader is portrayed as a terrible, horrible person who kills whoever gets in his way, so his origin had to be dark. Though you don't see it, Anakin kills almost everyone in the Jedi temple including small children (younglings as they call them). So needless to say the film was pretty damn dark.
The main story is about Anakin and his nightmare about Padme dying in childbirth. Since he had nightmares of his mother dying in Episode II and then it came true, he is very worried about this nightmare coming true. He needs to figure out a way to save Padme. Chancellor Palpatine uses this to his advantage and tells Anakin lies about learning ways of prolonging life if he simply turns to the dark side (without using those words, of course). Well, he finally turns to the dark side helping Palpatine kill Mace Windu. After that the killing begins!
The movie acts as a very good conclusion to the prequel trilogy and the ending of the film ties together the two trilogies pretty well. Though the film is damn good, I have to say there are a few things that makes the film suffer. One of them being the way Padme dies. They literally say in the film that she has "lost the will to live", seriously? Because Anakin turns to the dark side she just decides to stop living? They even claim they have no clue why she is dying. Such a stupid excuse. And why did she have to die? Couldn't she have just left the area and taken the twins with her? Also, speaking of twins, her on screen pregnancy was pretty craptacular. Look at the size of the twins she gives birth to, place them next to each other and there is no way she was carrying both of those twins! That just bothered me.
Oh, and who can forget the infamous "NOOOOO" that Darth Vader yells out after he finds out that Padme is dead. Darth Vader is the baddest motherfucker in the galaxy and he starts out with the big pussy reaction of "NOOOO"?? I honestly don't think George Lucas has ever even seen the original films, even though he made them, I don't think he's actually seen them. Also, I don't think the story of Anakin trying to save Padme as the reason he turned was kind of lame, but I guess Lucas really doesn't know how to do anything other than make fanboys come in their pants.
Overall, I rank this film just under Empire as the 2nd best Star Wars film, simply for the dark undertones and the fantastic acting, mostly from Ewan McGregor as Obi-Wan.