STAR WARS: EPISODE III — REVENGE OF THE SITH — *** — Hayden Christensen, Ewan McGregor, Natalie Portman; rated PG-13 (violence, brief gore, brief drugs); Carmike 12 and Ritz 15 Theaters; Century Theatres 16; Cinemark 24 at Jordan Landing; CinemaStar 5-Star and Gateway 8 Cinemas; Megaplex 12 at the Gateway; Megaplex 17 at Jordan Commons; Redwood Drive-in; Westates Holladay Centre Cinemas 6.

The obvious point of comparison for "Star Wars: Episode III — Revenge of the Sith" is 1980's "The Empire Strikes Back."

The tone and content of "Sith" is just as dark and foreboding as the earlier film, but this is also easily the best of George Lucas' prequels, just as "Empire" is the best of the original Star Wars trilogy.

Actually, "Empire" is the best of all the "Star Wars" films. "Sith" doesn't quite meet "Empire's" high standards, and it has some of the same problems as "The Phantom Menace" and "Attack of the Clones."

There are so many digitally created special-effects sequences that the film begins to resemble a video game. And the flowery dialogue is groan-worthy at times. And most of the performances are flat.

And yet, this action-packed, exciting science-fiction film is still light years above either of the other prequels — the first of this trilogy that actually looks and feels like a real "Star Wars" movie.

It also closes things out on a high note.

Still, a couple of sequences may give parents pause — especially those with very young or impressionable children. The film earns its PG-13 rating with some of the more violent and disturbing scenes.

"Revenge of the Sith" picks up where "Attack of the Clones" left off, as Anakin Skywalker (Hayden Christensen) and Obi-Wan Kenobi (Ewan McGregor) are trying to rescue kidnapped Chancellor Palpatine (Ian McDiarmid), the head of the Galactic Senate.

To free the chancellor and perhaps quell the raging Clone War, the two Jedis have to battle their old nemesis, evil Sith lord Count Dooku (Christopher Lee) and a cyborg general who leads the separatist forces.

In doing so, Anakin wins the gratitude of Palpatine, who appoints him as his representative to the Jedi Council. However, his fellow Jedi are suspicious of the chancellor's motives and balk at Anakin's appointment.

While dealing with that disappointment, Anakin is also having nightmares that foretell a tragic fate for his lady love, Padme Amidala (Natalie Portman), who is carrying their offspring. All of which seems to be pushing him to at least explore the Dark Side of the Force.

Considering that most of us — at least those of us who have paid attention to the original trilogy — already know how the rest of this story will turn out, there's still a great deal of suspense.

Unfortunately, the dramatic scenes don't carry as much weight as the action sequences. Lucas supposedly enlisted playwright Tom Stoppard to help punch up the dialogue, but aside from some of Palpatine's speeches, it doesn't really show.

And aside from McGregor and McDiarmid, the performances are a little wooden or reserved — even Portman, who's better than that. Meanwhile, Samuel L. Jackson is woefully underused, as his character, Jedi Master Mace Windu, is consigned to a pretty brief supporting role.

On the plus side, the movie rarely slows down enough for that to be a problem. And the action is pretty spectacular, especially the climactic light-saber duel and an all-too-brief sequence in which Yoda leads a Wookiee army into battle. Die-hard fans will be drooling all over that one.

"Star Wars: Episode III — Revenge of the Sith" is rated PG-13 scenes of science-fiction/action violence (including light-saber duels, laser blasts, space battles and some explosive mayhem), some brief gore, and brief drug content (use of hypodermic needles). Running time: 140 minutes.