Because of decreasing expectations, It actually took until last week before I bought the soundtrack CD for ROTS. Normally, I would run and get it the day it came out (darn that ?Qui-Gon?s funeral? track listing on the Ep I soundtrack when I was trying to be spoiler free). I am a John Williams fan for going on 30 years and own most of his soundtracks? but I have to say that with this Episode III soundtrack, this series of prequel soundtracks is very disappointing. Compared to the OT music, they lack quite a bit in terms of memorable themes, and are very high in incidental tuneless background music. It?s almost more like sound effects than the melodic, operatic music that made the original trilogy soundtracks classics. But just so I don?t come across as just scurrilous negativity, let me quote some comparisons. A New Hope - This introduced the Main Theme, Cantina Band, Imperials theme, Jawa/Tatooine music, Garbage Compactor music, Princess Leia?s Theme, Force Theme/Luke?s Theme and the Processional at the End.. At least 8 Distinct, melodic themes, most of which stand alone as great pieces of music, as well as good accompaniment for the visuals Empire Strikes Back ? The Mother Lode ? This had the Love Theme, Yoda?s Theme, Darth Vader?s Theme, Bespin Music, Asteroid Chase Music, Hoth Battle Theme, and probably several others I am forgetting to mention. Very strong melodies here ? and even the battles and action sequences have melodies you can hum afterwards. Return of the Jedi - Emperor?s Theme, Luke and Leia Theme. There weren?t many new themes, but there weren?t that many new characters (except Ewoks) and there were very creative uses of recurring themes from earlier ? Yoda, Darth Vader, Love theme, etc. Now compare the above with the Prequels: The Phantom Menace: I had high hopes in ?99 when I heard Anakin?s Theme. This had Anakin?s Theme (excellent), and then there was also Duel of the Fates (the first Star Wars theme I didn?t personally like that much). Other than some parade fanfare music, there?s really not much else to take away from this soundtrack. Attack of the Clones: The new Love Theme and? well, the new Love theme. Was there really anything else going on in this one besides random staccato hits during the action scenes? Revenge of the Sith: Anakin vs. Obi-Wan and ? not much else. Grievous had a ?style? but not really a theme, and the end credits was a nice medley? of OT music that tended to just highlight that trilogy?s musical superiority. Why can?t Padme have a theme? Or Dooku? Some background for Kamino? Or Kashyyk? Just random action music that never coalesces into anything. I understand holding off on Emperor?s theme until Ep III ? but where was Yoda?s theme during the PT? It is much easier to write incidental, tuneless ?sound effect? music for action scenes, than it is to write something that matches the action AND stands alone as a great piece of music. That?s why I wonder why Williams was phoning it in with these prequels. Less budget? Less time to compose them? There?s a reason that out of 17 chapters on the restrospective DVD that came with the ROTS soundtrack, that only 4 of them come with music from the prequels. Just my 2 cents.