My fave alternates between ROTS and Empire Strikes Back, usually depending on which I'm watching I agree with many of the points put by others here, ROTS is the best of the prequels and is at times on par, or even surpassing the OT. I think Empire is the better film critically (many point out that the characters really drive that film, and you connect with them in a way that IMO is not reached by the other six movies). ROTS however is a more personal favourite of mine. I think besides Phantom Menace, Revenge of the Sith is one of the more underrated movies in the series. It got a warm reception for the most part in '05, but I think it doesn't really get the respect the OT does from a large part of the fanbase. Which is a shame, because it's really good... The music is great, the movie wouldn't be the same without it. Particularly in dialogue-free scenes, there are meaningful moments which are really enhanced by what we hear. Agreed on the point that Revenge was a better finale than ROTJ. It all really feels like something is completed and set in stone by the end. Anakin's character arc is really depressing, but leads in perfectly to ANH, the intended next film in the saga. It's an accomplishment that I feel goes underrated; the whole movie, and the saga, turn with Anakin. There is Padme and Anakin's symbiotic relationship, it really drives the tragedy of the story that they metaphorically fade at the same time. There are some very emotional moments, too many to list. I don't cringe at Vader's final "Nooo!", because of what it represents, Padme's death being caused by Anakin's desperation to stop just that. The saber fights are great, my favourite would proabably be Anakin and Dooku's rematch. I absolutely adore the symbolism i this movie. Anakin's dual paths (when deciding whether to kill Dooku) represented by holding a red and blue saber. Such an obvious link to Luke throwing a way a green saber and making an opposite decision - where Anakin uses Dooku's saber to kill him (essentially replacing him), Luke refuses to do the same, therefore rejecting his fathers path. This is also represented by the fact that he made his own saber. There are some far better lines than in Ep1 and Ep2, the acting is good, and as a finale it's visually spectacular. Some good lines off the top of my head... -"Chancellor Palpatine, Sith Lord's are our speciality." Hilariously ironic when you see who the four people in the room are. -"So this is how liberty dies. With thunderous applause." Says it all. Plus the intercut scene "The war is over. Lord Sidious promised us peace. We only want to... Aaah!" Anakin is really becoming Vader at this point, you can just see the similarity in him choking Imperial offcicers in the OT. -"You were my brother, Anakin! I loved you." Besides this being a very emotional moment, the things that really sells the scene for me is Obi-Wan's gesture and expression the second after his blade makes contact with Anakin, reaching out to Anakin as the dismembered former Padawan falls down the hill. Touching. And there are moments in the duel where I think Obi-Wan may have been holding back, such as nearing the end of the duel on the floating platforms, Anakin kind of loses balance for a second and Obi-Wan doesn't strike. -"UNLIMITED POWER!" lol -Not a dialogue moment, but the metaphor of Anakin looking at the eclipse on Mustafar. His light is being smothered, and it is balatantly the anti-Luke-looking-at-twin-sunset coming in the next episode. -"They asked you to do something that made you feel dishonest, didn't they?" Makes me laugh every time. And "It's not a story the Jedi would tell you." Heh. -The transition from "They need you, Anakin. More than you know" to the Jedi Temple makes me so depressed. The music nails the sense of what is coming perfectly. That's all I can think of for now, but this movie is actually quite deep. I wish I could say more than what I'm posting, but I guess it is hard to describe why I love the movie so much.