Well, if you read through the posts here, there is widely varying feeling about what works and what doesn't. I suppose the only thing everyone's agreed on is that the live action heads on the CG clones were terrible. Much of what is depicted in RotS couldn't have been depicted using the "good old model and rubber" techniques, certainly not even for $200 million. The use of CG is primarily a budgetary measure. It makes films like RotS fiscally possible. How would Grievous have been done the old way? He would have been a combination of Go-motion, rod puppeteering, and full sized animatronic parts, much like the Terminator Endoskeleton. That would have cost dramatically more money and taken much more time to execute. How about Yoda? A puppet like in Empire? How would you do the fight? Using "Muppet Movie" or "ET" techniques? You should go back and take a good look at those films and see if those methods are as good as you remember. I didn't hear anyone remark on how they thought Nute Gunray was great and they wish more of the creatures had been done that way. George has clearly made a tradeoff. He has opted for making a film full of wild exotic environments and bold epic action with pretty good visual effects, rather than a much smaller and more contained film with perfect visual effects. Well, that's his choice and some here like it and others don't. That's ok, lots of other filmmakers make the smaller films, so everyone has something to enjoy. George couldn't have made RotS with perfect effects by just spending a little more money. The reality of visual effects is that you spend 50% of the money to get 90% of the way there and the other half trying to get it up to 95%. The Star Wars pictures are actually kindof low budget compared to other "spectacle" films, considering what's depicted for the budget. "Mr. and Mrs. Smith" had a budget about the same as RotS. Who got a bigger bang for the buck? Visual effects are harder to do than a lot of people here seem to think. I understand that many are just being dramatic when they say that some effect was "horrible" or looked like it was done on a Playstation, but if you can do work like that in five minutes on a Playstation, you should start your own visual effects company and put ILM out of their misery. When you're trying to do such a huge amount of that very complex work on a tight budget, you do as well as you can. The results may not be perfect, but that's the choice George made.