Honestly, I went back and forth a few times about the placement of Revenge of the Sith. Lucas’ first two prequels suffered greatly from intense miscalculation, poor direction, and unconvincing performances, but by the third and final film, it felt like Lucas and his actors had finally started to get a hold on things. Really, if it weren’t for how the film treats Padme at the very end, I could see it maybe landing a bit higher on the list.

What got everyone excited about the prequels in the first place was seeing Anakin Skywalker’s fall from grace, and Revenge of the Sith is a delicious and surprisingly emotional payoff. Lucas makes his story much more complex, as Anakin is really the target of what we could reasonably call a child predator in Senator Palpatine. Early on, Palpatine realized the potential of Anakin, and in Revenge of the Sith we see him heavily push his future apprentice towards a place where he has no choice but to join the dark side. He reinforces the idea that Anakin is alone, that he has no one else to turn to/trust, and that he’s being undervalued by those around him. It’s a classic predator-prey dynamic, and Lucas uses this to great effect, making Anakin’s fall from grace that much more tragic as he’s really the victim here. Sure he had the potential to break bad all along, but he becomes Palpatine’s apprentice more from a place of desperation than desire.

Christensen also feels much more comfortable playing a more complex, less teen-angsty Anakin in this film, and his pivotal scene with Ian McDiarmid’s Palpatine is surprisingly dynamic. And Portman—the one actress capable of delivering a genuinely good performance in the prequels despite the scripts—shines as she conveys the conflict in Padme, a woman wholly devoted to her political passions who is rightfully shocked to learn Anakin’s moral compass has shifted.

Which makes it upsetting to see that such an independent female character essentially gives up on living when the love of her life turns bad. On the one hand, I understand that the betrayal transcends romance—it’s a political betrayal as well—but on the other, Padme feels like a character who would be further spurred into action after such a turn rather than resigned to defeat. Alas, Lucas must fulfill the destiny set in stone by the original trilogy (although minor details like Leia remembering her mother apparently don’t matter) by bringing Padme’s story to an end.

If the Star Wars franchise as a whole is tainted by the prequels, I’d argue Revenge of the Sith is undervalued simply by virtue of being a prequel. Sure we’re still saddled with many of the choices Lucas made earlier on—like casting Hayden Christensen and Jake Lloyd—but the darkness, complexity, and ultimate tragedy of Revenge of the Sith certainly makes it the best of the prequels and, I’d argue, a kinda sorta pretty good film.