I also felt it was very rushed. The transition of Anakin going from good to bad felt far too fast. And of course, Anakin/Padme scenes were pretty stilted, although admittedly, the dialogue they had to say was rough. Not Lucas' strong suite, obviously.

One of the big rushes was the supposedly 9 months that pass from the beginning of the film to the end... there was literally no way of knowing that much time had passed except for the obvious swelling of Padme's stomach.

Light saber fights were pretty cool, and of course, everything sure looked nice.

I also didn't like the explanation given for Padme's death. No will to live? Doesn't she have, like, TWO KIDS to take care of? Pffsh. If she had just died in childbirth, that I could have accepted.

But also, I distinctly remember Leia mentioning how she remembered her mother was sad and such in that RotJ scene... she was remembering her adoptive mother, I suppose. That sucks.

The whole Darth Vader Frankenstien moment was also laughably bad. Unfortunately, it's right at the end of the movie, so it's ultimate in your mind.

Although 99% of the CG work was super-fantastic, that 1% was just HORRIBLE. The drop in quality for one scene in particular just stood out in my mind so strongly, that I could barely pay attention to the next minute or so of the movie, as I was just appalled.

I give it a 6.

In comparrison, I give AotC a 5 and TPM a 2. So, best out of the prequals. But that doesn't say much. Yes, seeing the (few) tie-ins to Ep. IV were fun, and I did like 2 of the 3 Vader scenes... but still a bit of a disapointment for me. Oh well. Still have the originals (oh wait! No I dont'... stupid Special Edition crap...) :p

Oh, and was Padme still "with child" in her funeral procession? Sure looked like it. I found that to be odd.