As a fan of Star Wars, i was dissapointed with ROTS, i can't describe my emotions with this terrible movie. As I was watching this i felt ripped off, and i was disgusted with George for destroying my sense of pride in Star Wars. I can list some good things about it though. 1. Anakin kicks serious butt, with his super trippy lightsaber moves. 2. The ships rock and i liked the transition between the ships. 3. The planets were awsome, i loved alot of the creatures were incredible. 4. The wookies, yes, the wookies 5. Palpatines voice changing like an angsty teenager 6. The scene were Darth Vader is just appearing, and all you see is his entire helmet, that for me was all the movie was about. AND i can list the bad things. 1. The acting, where do i start for this one? I. Every scene between Anakin and Padme was so incredibly terrible "I love you" "I love you more" "hee hee hee", "Hold me like you used to back on Naboo, before the politics, before the war" AYA! II. The adoption scene was so bad, Bail Organa, if that was his name, saying "Me and my wife, always considered adopting a baby girl" was so bad, and really forced. III. Every time Obi-Wan said "Younglings" that to me, was proof that George Lucas has lost it 2. The miniatures looked, like miniatures, and that easily could have been changed. 3. Grevious is coughing all the time, and seems to have a hard time getting around alot, but as soon as he pulls off his cloak to fight Obi-Wan he suddenly kicks butt. "Dad, he died of heartburn" And the windmill attack just was so cool, but so bad. 4. Palpatine, i thought the acting of him trying to twist Anakin didn't prove to me that he was twisting him. 5. Anakin being angsty and angry all the time wasn't to me necessary for his turn to the dark side. 6.The "NOOOO!!!!!!!!!" at the end, i laughed SO hard when i heard that and the kid next to me looked at me really funny. It was really, really comedic to hear that timeless voice cry "NOOO!!!" 7. Obi-Wan having no recollection of the droids that he worked with so well. he would have remembered R2 or 3PO. 8. R2 kicking serious butt, that was terrible, he can't do any of that trippy stuff later, the begging scene where he kills the droid and then lights it on fire with his super, duper, gadgetturbo-thrusters made me go "WHAT WERE YOU THINKING, IDIOT!" 9. The fact that the ships in EP3 are WAY WAY cooler and better then in EP 4, 5, or 6 really, really bugged me. 10. The vulture ships in the begging sounded like Jawas, and that was stupid. 11. The adoption scene was so forced and didn't convey any significance at all. 12. The "I hate you!" yelled out by Anakin was an incredibly crucial part of this movie, but it was garbled and didn't carry enough emotion. 13. All Padme did was whine and complain, that is not the girl who she used to be. That's my two cents, and if anyone wants to contradict me or tell me that i'm wrong, go ahead.