1. Better dialogue. Which I think will be fixed with the new screenwriter they hired. 2. Likable characters - the only characters I really enjoyed in the prequels were Obi-Wan and the Emperor. Everyone else seemed dense and two dimensional. I would have enjoyed the prequels more if Anakin was this great person who was seduced by the Dark Side. He came off as a rotten kid in Episode II. 3. A good plot - sorry but the prequel plots were not that wonderful and not executed well. 4. LESS CGI, more "costumed characters." Amazing things can be done with makeup as we see in many movies. Too much CGI really makes the movie look too fake. With that note, some real sets would help as well. 5. A better director. No offense to George Lucas. He is an incredible visionary and storyteller. But, and I think he would admit this, there are more talented directors out there to tell his stories. Even with the disappointment I had in the prequels, I still have incredible respect for Lucas and admire him for what he has accomplished (and brought us with the SW universe).