In 2005, I was 21 years old and and a year away from graduating college. I also had recently come to the conclusion that the first two Star Wars prequels weren’t very good. I did, however, decide I loved Star Wars Episode III: Revenge of the Sith because it had all sorts of recognizable Star Wars-y stuff in it. Even ten years later, Sith is roundly considered the best of the prequels, which is about as positive a statement as having the sexiest case of diphtheria. But it’s been at least 7 years since I’ve watched it, and I was actually holding out hope that it might be as good as I remember. I’ll say this: it’s almost a couple steps away from being a legitimately good movie. How’s that for faint praise?

With Revenge of the Sith, George Lucas was wrapping up his trilogy and doing so at a time when special effects had finally become good enough to be a whole movie, in a way that Attack of the Clones could not. He also still had most of the story left to tell. It was reported somewhere at the time that around 80% (maybe even 90%, I don’t remember) of what Lucas desired to achieve from a story perspective was in Episode III, including Anakin’s fall to the Dark Side, the destruction of the Jedi, the birth of Luke and Leia, the characters going into hiding, the ride of the Emperor, and the battle between Obi-Wan and Anakin that puts the latter in the familiar black suit. That’s a lot of stuff.

When Revenge of the Sith succeeds, it’s mostly during these scenes. Ewan McGregor is really fantastic in this movie; I stand by that. He’s giving his all and he finally has the hair and beard to play the character without any wigs and prosthetics. Ian McDiarmid also really shines. We get a lot more of Palpatine toying with Anakin and tempting him to the Dark Side and you can tell he just delights in being evil. I also think this movie has the best visuals by far of any of the prequels, due in no small part to effects that, save a few weird ticks, still look pretty good today.

As much as I think lightsabers are overused in this trilogy full stop, the duels at the end with Yoda fighting Palpatine in the senate chamber and Obi-Wan fighting Anakin on the volcanic planet of Mustafar have the necessary gravitas for the characters’ depths. And the beginning of the movie finally had the two Jedi partners on a mission together when they have to save Palpatine from General Grievous and Count Dooku (I won’t get into why that doesn’t make any sense, but trust me that it doesn’t). The whole prologue, not unlike the Jabba’s Palace sequence in Return of the Jedi, acts as its own mini-movie and for the most part it works – until the battle with Dooku, where Palpatine’s every sentence should indicate to Anakin that he’s a Sith lord.

Where the movie doesn’t work, though, are the same places it doesn’t work in any of the prequels: logic in the plot and character motivation. The first word in the opening crawl of the movie is “War!” with an exclamation mark, and the first chunk of the movie is a massive space battle between Republic Clones and Separatist Droid Fighters above the capitol planet of Coruscant, and yet every time we see Coruscant on the planet itself, there’s still a million cars speeding along, people are going to the opera, and Padme and Anakin and glibly talk about what color to paint the baby’s room. As with Naboo in The Phantom Menace, there are no consequences depicted on anybody. Even when the Jedi go to the other planets to help, like Yoda on Kashyyyk or Obi-Wan on Utapau, we see the war itself, but we never see any people suffering ill effects who aren’t actively fighting in it. No civilians displaced or in danger at all. When you have a movie about war, it’s good to show the stakes.

I also never buy Anakin as anything other than an evil, petty character. Because he’s not noble at all, and mostly just whiny and obstinate in Attack of the Clones, it seems logical for him to turn to the Dark Side. There’s no conflict, sort of in the same way I never really get a sense of Luke’s conflict in Jedi save his anger. In this, Anakin isn’t a good guy, he’s just a bad guy who hasn’t done bad quite yet. Lucas gives him a moment of trying to help clones, but until the animated Clone Wars series, we never see the character earn that. Maybe it’s poor direction more than a poor performance by Hayden Christensen, but it seems a foregone conclusion that he’d assassinate Mace Windu, not a surprise. He had a vision about Padme dying so he decides to turn to the Dark Side because Palpatine said he could help save her, but the first thing Anakin does at the end is try to strangle his pregnant wife… I’m sorry, what?

But even beyond that, where this movie could have almost been a good movie but isn’t is in simple direction. When there’s an action scene, the camera is moving all over the place and is frenetic and dynamic, largely because it’s a lot of CGI and there’s something to control. The space battle at the beginning, Obi-Wan riding that chicken dinosaur chasing after General Grievous, the lightsaber duels – all of these are lively and exciting and enjoyable to watch. Every scene of people talking, which actually comprises a lot of the movie, is the most boring thing you’ve ever seen. Because almost nothing is shot in a real set or location, Lucas directs everything exactly the same: characters walk along a corridor or walkway, they’ll eventually stop and turn to face each other, then we’ll have over-the-shoulder shot/reverse-shot before someone walks away, turns back. Sometimes they’ll sit down, sometimes they’ll stand up if they already are sitting down. Nothing more exciting happens.

And that, I think, is ultimately what fails about the prequels, et al. As much as Lucas tried to throw in millions of little CGI ships and people and lights and whatever outside the windows in the scenes, he didn’t know how to give his actors anything tangible to grasp onto, either physically or metaphorically, so this story about people becomes a story about special effects that have human actors saying lines in them. Even in this movie, when so much drama is occurring and so many stakes are raised, and even with having Oscar and Tony-winning writer Tom Stoppard collaborating on the script, the humans feel more mechanical than the things created in the computer.

Also, “NOOOOOOOOOOO!” I mean, I truly can’t at that point.

I really want to like Revenge of the Sith because there’s so much I enjoy within it, but I need people in my science fantasy space opera, not cardboard cutout emotionless automatons being played by humans.

Next time, though, I get to dive back into ’77 with the movie that started it all: Star Wars Episode IV: A New Hope. We’ve made it through the hard part, kiddies, and we’re now closer than ever to The Force Awakens.

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Images: 20th Century Fox/Lucasfilm

Kyle Anderson is the Weekend Editor and a film and TV critic for Nerdist.com. He also just re-watched all three prequels for you! Give him some love and follow him on Twitter!