One January evening back in 1997, I stood in a long queue outside the Zigfeld Cinema on West 54th Street in Midtown Manhattan. The film was Star Wars, and moviegoers the world over were commemorating the 20th anniversary of George Lucas' groundbreaking trilogy. The "Special Edition" was my generation's first opportunity to see Star Wars on the big screen: loud, vibrant and as timeless as ever. Even more exciting, it had been recently announced that Lucas was working on a prequel trilogy to reveal the origins of Darth Vader, the cool, fearsome, black-clad warrior who embodied cinematic villainy.To paraphrase Obi-Wan Kenobi (the sagely version played by Alec Guinness), Star Wars fans were seduced and betrayed by the prequels.

Like Titanic, Return of the King and The Passion of the Christ, we know how Episode III-Revenge of the Sith will end: Anakin Skywalker, the bratty Jedi Knight, becomes Darth Vader. This prequel is drastically superior to its two predecessors, both in story and execution. The Phantom Menace and Attack of the Clones were like watching interstellar C-SPAN, with their scripts full of trade federations and senate debate. (It is gratifying that in a climactic duel between Emperor Palpatine, played by Ian McDiarmid, and Yoda, the diminutive green sprite, the Galactic Senate gets the treatment it deserves.)

The dialogue in Return of the Sith is still stilted and campy, but that's the way Star Wars scripts have always been, even when it was Harrison Ford, Mark Hamill and Carrie Fisher traipsing across the galaxy. Yet their skill in the original trilogy was embracing the silliness of their lines with the right combination of comic timing and overacting. That method is lost on much of the prequel cast. Hayden Christensen, as Anakin Skywalker, is a bit more animated in Sith than he was in Clones; he gets outrageously snarly, but these moments are erratic.

Then there are those love scenes with Natalie Portman, as Padm, otherwise known as Mrs. Vader. Lucas' romantic dialogue has always been his greatest weakness as a screenwriter. Fisher and Ford exhibited chemistry with their smug delivery; Christensen and Portman take their characters' romance far too seriously for it to work.

And Samuel L. Jackson, as the Jedi Master Mace Windu, also burdens himself with dry acting. Only when he wields his lightsaber to confront Palpatine does Jackson show faint signs of life.

Fortunately, Revenge of the Sith is graced, albeit briefly, by Christopher Lee, as Count Dooku. Still hale and magisterial at 82, Lee reminds us why he is the master of purposefully campy movies. Ewan McGregor, as the younger Obi-Wan, affects this attitude, too, delivering his lines in the opening battle sequence with an appropriate smirk.

But it is McDiarmid who gives the most over-the-top performance. In a series where overacting is a requisite, McDiarmid chews up every last piece of scenery as Chancellor-turned-Emperor Palpatine. His seduction of Anakin to the dark side is subversively sinister, while his creation of the evil Empire and showdowns with Jackson and Yoda are gleefully malevolent.

On that conversion: It is abrupt, but Lucas' aim is that Darth Vader was born out of fits of rage and jealousy. Sadly, this diminishes Vader's coolness. The man in black armor is no longer the dark lord of the galaxy, but just an overemotional sidekick.

There are many other scenes that we waited for while suffering through the first two prequels. Lucas shows how Palpatine's face became horribly disfigured, the creation of the Empire and a montage of Jedi assassinations.

The construction of Darth Vader as we remember him is cleverly interwoven with the birth of Luke and Leia. After losing a climactic duel to Obi-Wan, a terribly wounded Anakin writhes as robots assemble the infamous costume in a Frankenstein-like operation. Simultaneously, Portman screams in the pains of childbirth. But what clinches Revenge of the Sith as a good Star Wars film is the closing shot reminiscent of that famous scene in the 1977 original when Luke Skywalker looked out on the horizon watching two setting suns while John Williams' score crescendos. (Indeed, all of Williams' memorable leitmotifs are at work here.)

We are told to call the 1977 original Episode IV-A New Hope, as the trilogy has become a sexology, and I'm not always quite sure which movie people refer to when they talk about the first Star Wars. The ad copy for Revenge of the Sith proclaimed that "The Saga is Complete." But I'm still going to watch it out of order.