On its release 11 years ago, “Star Wars Episode III: Revenge of the Sith” received an initial round of praise that called it a return to form. The praise wasn’t as resounding as the initial response to say, Episode I — there were plenty of negative reviews and even the positive reviews hedge—positive in this case is a B-, or a two-and-a-half-stars. The action was there, the effects were still solid, and the story finally had some weight, or so we thought at the time.

In the years since, the reaction has tended more negative. Responses in 2005 were mostly relief that it was “not as bad” as Episode I or II. Subsequent years have allowed reviewers and fans to focus on the still-leaden writing, the rapidly-aging effects, and the generally wooden acting, and their conclusions have generally not been kind.

"I HATE YOU" -Anakin and also the internet

At the same time, however, a new sub-genre of Star Wars criticism has emerged. Many, many re-examinations of the prequel trilogy have been published, and not as some sort of contrarian “Armond White”-esque, pageview-baiting response, but as a loving response from fans. These articles generally argue that yes, all of the things you say about the dialogue and the acting are true, but the ideas of the prequel trilogy are interesting. The prequels may appear to be bad movies, but are actually Better Than You’d Think™ because they’re dealing with themes and concepts far more nuanced than the original trilogy. The prequels—and Episode III especially—are able to deal with the subtleties of evil better than the original trilogy. From a different point of view, they’re good movies.

So what is Episode III? A good movie? Or a bad one?

Only a Sith deals in absolutes. — Obi-Wan Kenobi

The answer is, of course, both. At first blush, Episode III is pretty terrible. This is clear even from the opening scenes of the movie, where an impressive spacefighter battle is interrupted by Anakin’s affectless delivery of anemic lines like “the one craaaawling with vulture droids.” The following scenes are littered with more terrible lines and acting, and even some questionable special effects. Any scene with Anakin and Padmé makes you question George Lucas’s ability to even be in love, much less write about it. The special effects often take on a very fakey, computery look, particularly in the loosey-goosey way they handle the physics of the Jedi. Yeah, the Force is cool, but that flip that Obi-Wan just took out of his crashing starfighter doesn’t even look plausible.

There’s also just so much of it. Every scene in a Coruscant apartment has a flurry of ships flying behind everyone talking. Which, OK, I get it, the city doesn’t stop when two main characters are talking. But you could at least help make them blend into the background instead of having the flying ships stand out. You don’t need to prove you’re in a sci-fi movie all the time—it’s called “Star Wars” after all.

But at the same time there’s all these questionable elements, there’s still a lot to love and a lot to appreciate about Episode III. While the special effects have not aged as well as I thought they would, they still show a production design that aspires to develop a world, to be more than a generic action movie. The opening ship battle is particularly stunning and shows a scale that you can’t even really find in most action movies, including the other entries in this series. The planets are varied and are styled well, as are Doug Chiang’s starship concepts. Stuff looks great; it just sometimes moves weird.

Grievous's wheelbike looks better than the fight that it's in.

There are also the themes, which are a strength hidden by the terrible dialogue. The whole prequel trilogy is in a lot of ways an anti-Original Trilogy in its themes. While the original trilogy was a simplistic good vs evil hero’s journey, the prequel trilogy is a the work of an adult who has seen how things work in the real world. The OT is Ned Stark, and the PT is Tyrion Lannister, who understands that evil rises via complex political forces more than sheer might or power. Episode III understands that liberty usually ends “with thunderous applause,” and that being pure doesn’t mean that you’ll be able to see the corruption festering under your own nose.

The execution of these themes can come off ham-handedly, like George Lucas was trying to transcribe his freshman political science textbook into the “laser swords and guns” world of Star Wars, but the fact that he expanded the world to something more than it was is truly refreshing in these sequel-and-reboot heavy times. It would have been easier for George to do another riff on the hero’s journey, but then his retread wouldn’t stand out, not compared to his previous work nor amongst the many works inspired by his original three movies. The prequel trilogy is trying to do something different, and as the capstone of that, Episode III should get some points for going its own way.

Episode III is that rare movie that is best watched with the brain half at attention. Notice the political intrigue, the exciting action and delightful production design. Ignore the leaden dialogue, wooden acting, and rubber physics. Turn your brain off, but then turn it back on again. It’s not the movie you grew up with, but that doesn’t make it bad.