Every Saga Has a Beginning... THE PHANTOM MENACE

STAR WARS: EPISODE I - THE PHANTOM MENACE
Released 19 May 1999
Directed by George Lucas
Starring: Liam Neeson, Ewan McGregor, Natalie Portman, Jake Lloyd, Ian McDiarmid, Pernilla August, Ray Park, Ahmed Best, Hugh Quarshie, Oliver Ford Davies, Terence Stamp, Silas Carson, Ralph Brown, Samuel L. Jackson, Kiera Knightley, Sofia Coppola, Frank Oz (voice), Brian Blessed (voice), Anthony Daniels (voice), Andy Secombe (voice)
Rated PG for sci-fi action/violence.
136 minutes

Nominated for 3 Academy Awards:
Best Sound Effects Editing - Ben Burtt & Tom Bellfort (Nominated; lost to THE MATRIX) 
Best Sound - Gary Rydstrom, Tom Johnson, Shawn Murphy & John Midgley (Nominated; lost to THE MATRIX) 
Best Visual Effects - John Knoll, Dennis Muren, Scott Squires & Rob Coleman (Nominated; lost to THE MATRIX) 

Box Office 
Estimated Production Cost: $115 million
Box Office Gross (domestic; initial release only): $431 million
Lifetime Box Office Gross (domestic; including 2012 3D release): $474.5 million
Worldwide Gross: $1.027 billion

STAR WARS: EPISODE I - THE PHANTOM MENACE was the first all-new Star Wars movie released in my lifetime, and while I certainly enjoyed the movie back in 1999 (much more than I do now), the hype prior to its release was particularly formative for me.  I was plenty familiar with Star Wars ahead of THE PHANTOM MENACE, having been introduced to the original trilogy by my dad at least a couple of years earlier, and I remember going to see A BUG'S LIFE with my family in winter of 1998 and seeing a trailer for it (although I wouldn't have known that it was a preview for a Star Wars movie if my dad hadn't leaned over and told me).  I remember closer to the release as the extensive tie-in marketing campaign kicked into gear getting that surge of adrenaline for the first time that I still get every spring when I start to see the summer movies marketed on products in grocery stores and in fast food restaurants.  Some people resent that kind of marketing as overtly, cynically brand-driven, and of course it is, but damn it all, it gives me the warm fuzzies inside.  There were Pepsi and Mountain Dew cans and cups everywhere, each with a picture and bio of one of many Star Wars characters, the common of which seemed to be C-3PO (at least, those were the ones that people littered everywhere).  Not one, but three fast food franchises (collectively owned by Tricon Global Restaurants) had EPISODE I marketing campaigns, each themed to one of the movie's three planets; Taco Bell was  themed to Tatooine, Kentucky Fried Chicken was themed to Naboo, and Pizza Hut was themed to Coruscant.  My mom took me to Taco Bell and my kid's meal came with a toy of Anakin's podracer, a description that meant very little to me, but it came with a little pump that you attached the podracer to and then pushed down on to shoot the podracer off.  It was awesome.  I would've loved to buy every single thing that had a Star Wars logo on it, but I was only 7 and didn't get a large allowance, so now that I have more money to spend, I enjoy spending it in the direction of products that have movie marketing tie-ins on them (hey, if I need to buy food anyway, I might as well).

Oh my childhood...

I watched THE PHANTOM MENACE in a theater, the first Star Wars movie I saw in a theater, although not in the thick of the crowds.  I saw it sometime around early July (the movie was released on May 19), and I enjoyed the hell out of it.  Forgive me, but I grew up with the prequels.  It was hardly first contact for me, but in my childhood, I enjoyed them as much as I did the original trilogy, and these movies were the most immediately in the forefront.  Looking back at them now, I don't consider them good movies, but I don't have much vitriol for them either.  They're plenty watchable, despite being filled with unintentionally hilarious and eye-rolling moments throughout.  Visually, they have their moments, and the action is superb at times, however, there is a marked detachment between the original movies and the prequels.  THE PHANTOM MENACE, regardless of its very well-known shortcomings, feels the most like a Star Wars movie out of this trilogy, as if George Lucas is definitely struggling to get back in the swing of things, but there's an energy and enthusiasm in it as he returns to the universe he created 22 years before.

Turmoil has engulfed the Galactic Republic. The taxation of trade routes to outlying star systems is in dispute. Hoping to resolve the matter with a blockade of deadly battleships, the greedy Trade Federation has stopped all shipping to the small planet of Naboo. While the Congress of the Republic endlessly debates this alarming chain of events, the Supreme Chancellor has secretly dispatched two Jedi Knights, the guardians of peace and justice in the galaxy, to settle the conflict...

Clearly, there is something off in the opening title crawl.  The line "The taxation of trade routes to outlying star systems is in dispute," probably shouldn't be a specific part of the premise to a movie that is supposed to be a rip-roaring fantasy adventure story, but there you have it.  Although I was already a devoted fan of the original Star Wars trilogy, I was not at a point where I'd have been aware of its cultural identity at the time, and the monumental shift that would accompany THE PHANTOM MENACE, so it's fascinating for me to think of what it would be like to look at the movie with fresh eyes, returning to this imaginary universe that was already so richly built and finally getting to see it brought back anew.  The Jedi dispatched to negotiate a deal with the Trade Federation's blockade of the planet Naboo are Qui-Gon Jinn (Liam Neeson) and his young apprentice, a familiar name with a fresh face, Obi-Wan Kenobi (Ewan McGregor).
The Trade Federation is secretly in league with a Sith Lord, long thought extinct and the eponymous "phantom menace", the ancient enemies of the Jedi and wielders of the Dark Side of the Force.  Acting under the order of the mysterious Lord Darth Sidious, the Federation invades Naboo, so Qui-Gon and Obi-Wan rescue the planet's recently elected teenage ruler, Queen Amidala (Natalie Portman), and escape so that she can plead her people's case before the Galactic Senate.  Stopping for repairs on the remote planet Tatooine, Qui-Gon recognizes a young slave boy, Anakin Skywalker (Jake Lloyd), as exceptionally powerful with the Force.  Believing that he is the "chosen one" prophesied to "bring balance to the Force" (a phrase oft-repeated in this trilogy, but never elaborated upon), Qui-Gon arranges to have the boy freed and brought with them to Coruscant to be trained as a Jedi.  With the failure of democracy to act on behalf of Naboo, there is still a battle waiting to be fought against the Trade Federation, and Lord Sidious's ferocious apprentice Darth Maul (Ray Park, with voice dubbed over by Peter Serafinowicz).

Return
While PHANTOM MENACE contains numerous callbacks to the original trilogy, Lucas returns to the Star Wars universe with an unexpectedly fresh, if sometimes misguided, perspective.  Poop and fart gags notwithstanding, the prequel trilogy is a more sophisticated story than the original (though not necessarily a better told story).  Both Lucas' creative isolation and maturation as a filmmaker is evident in these films; after years on apparent hiatus (though Lucas truly stayed occupied with a number of projects to varying degrees in between Star Wars films) in which his work was propped up as the greatest fictional work of the 20th century and he was practically deified by arguably the most devoted movie fanbase ever, and what originally began as a pulp adventure pop culture stew was discovered as a modern myth as old as time, his self-awareness of his own reputation is now on display for PHANTOM MENACE, colliding with his true artistic vision.  No more must he answer to creatively dull studio executives and their financial interests, nor the clashing visions of hired auteurs, but he has to answer to a reputation that is arguably a harder taskmaster than either: expectation.  Unlike the previous films in which Lucas stumbled upon Joseph Campbell's monomyth and other myth scholarship while pooling from numerous sources of fantasy, here he draws directly from the "Hero's Journey" for Anakin's story while crafting a fable of yin and yang around that.  
Although playing in a sandbox previously established by three other films, Lucas reestablishes his universe as if bringing it to light for the first time, but in an unintentional parallel to prominent themes in the movie, PHANTOM MENACE has an uncomfortable duality at times.  It's split between the new myth that Lucas believes it is, and the old-fashioned adventure he thrives in.  The prequel trilogy, and the pre-fan backlash PHANTOM MENACE most of all, is one of the most uncompromising singular auteur visions put to film, for better or worse.  Lucas, who always hated sharing creative control and compromising anything so much he devoted his career to creating an independent filmmakers' resource like American Zoetrope with Francis Ford Coppola, or his own Skywalker Ranch, finally has it here like only a few filmmakers have ever had on a major film, because this time, everything about it is his.  Practically any contribution from anyone else is only so because Lucas let it be so by his own entirely free will.
PHANTOM MENACE is something that Lucas, his collaborators and fans had been mulling over since the beginning.  STAR WARS started in the middle of a story, even before Lucas altered the opening crawl with an "EPISODE IV", even before he made Darth Vader Luke's father; the tantalizing seeds of this chapter were sewn in Obi-Wan's telling to Luke, "For over a thousand generations the Jedi Knights were the guardians of peace and justice in the Old Republic."  One of the most deliriously brilliant things about STAR WARS is how large it is, how so much is bursting through the margins, like the central conflict being the apparent aftermath of a recent seismic shift in the galactic civilization, as the Emperor is mentioned as having only just swept away the last remnants of the democratic system that had been there before.  Each new chapter in the saga is an opportunity to pull away at that curtain a little more, and the prequels, especially PHANTOM MENACE, were arguably the most enticing curtain of all.
Prequel
The prequels are more New Age-y, emphasizing religion and balance, mixing in prophecy and fate, and instead of something as simple as high adventure informed by myth and spiritualism like the original trilogy, this is highly consequential, political drama, something that flew in the face of many fans' expectations, but central to the premise of Lucas' new trilogy.  Coinciding with the fall of the Jedi is the fall of democracy, and PHANTOM MENACE captures the Old Republic in a moment of bloated bureaucracy which the strong wield to prey upon the weak and Palpatine, the character who it is well known to anyone familiar with the original trilogy will become the Emperor, is a Senator consciously manipulating up the ladder.  Ian McDiarmid is the only actor besides Kenny Baker as R2-D2 (essentially an honorary role at this point thanks to developments in technology that no longer necessitate the actor inside) and Anthony Daniels as C-3PO (only a voice role in this film, as the unfinished droid is physically performed as a puppet) to return after the original trilogy for the prequels, having only been 38 years old in RETURN OF THE JEDI and serendipitously well suited to the age of his character in PHANTOM MENACE at the time of its production.  Further contributing to the role of duality in the film, Palpatine is the public face of Darth Sidious, a Sith Lord hidden beneath a black cloak, calling back to his appearance as the Emperor.  However, in spite of the callback, the movie, and the trilogy as a whole up until the "reveal" in REVENGE OF THE SITH, behaves as if the identity of Sidious is a secret.
Lucas advocates the viewing the films in chronological order from PHANTOM MENACE to JEDI, an unlikely proposal given that Lucas approached the films in the order in which they were released, and that is the manner in which they build upon one another.  However, in the sense of a novelty, it's an interesting notion.  With PHANTOM MENACE, Lucas reforms the saga, building what was Luke's journey from a poor Tatooine farmboy to a Jedi Knight into the tragedy and redemption of Anakin Skywalker/Darth Vader, a narrative reminiscent of the Arthurian knight Lancelot, whose infidelities and other sins resulted in his fall from grace before he was redeemed by his righteous seed, Galahad.
Mr. Binks
In coincidence with popular opinion, Jar Jar Binks is an idiotic and embarrassing character in most respects.  Unlike the movie as a whole, which can be defended as underrated to some degree, Jar Jar is an astoundingly misguided addition to the Star Wars universe.  These movies cobble together motifs from a wide variety of genre films throughout film history, and it's worked pretty well up until Jar Jar, who is modeled in part after the great physical comedians like Buster Keaton, Charlie Chaplin, and Harold Lloyd.  Humor has never been Lucas' strong point, and his comedic tastes seem to lean toward the broad and juvenile, which is precisely what Jar Jar is.  The underlying subtleties, timing and context that made the icons he was meant to emulate what they were is totally absent.  Lucas has since defended the character, arguing that the Star Wars films are kids films and that the vitriolic response to the character was primarily made up of adult fans who were averse to the idea that the films they were fans of were kids movies.  That these movies are made for kids is definitely true to some degree, but it's not like this is a low-rent DreamWorks Animation comedy like the one Jar Jar must have wandered out from.  "Pee-Yousa!"

Space Race
Accusation of racial caricaturing accompanied criticism of the Jar Jar character, but it's hardly the first time offensive racial stereotypes had been depicted in a Star Wars movie.  In the original STAR WARS, borrowing from old western tropes, the Sand People (Tusken Raiders) are a thinly-veiled sci-fi appropriation of the whooping and hollering, non-dimensional indigenous peoples of old western movies like STAGECOACH, while the Ewoks in RETURN OF THE JEDI are just teddy bear versions of cannibalistic "pygmies" that you might see in a cheesy old B-movie adventure.  Jar Jar has mostly been compared to Rastafarian and blackface minstrel stereotypes, which is fair, but I think the real offense of the character is misinterpreting loud, frantic and silly as 'funny'.  More obvious appropriation of racial stereotypes in EPISODE I, at least to my thinking, are the Trade Federation's Nemoidians as "Oriental" villains, based on their dress and accents, and Anakin's owner Watto.  Watto is usually accused of being a Jewish stereotype, but he strikes me as more similar to the stereotype of a "shrewd Arab trader" with a long, hooked nose, stubbly face, jagged teeth and growling voice; however, maybe that's how some people read a Jewish stereotype.  In any case, are those caricatures as harmful when translated as aliens in a fantasy pastiche?  Maybe, but on the one hand, you have Skids and Mudflap, the black racial caricature alien robots from TRANSFORMERS: REVENGE OF THE FALLEN, which I'm all too happy to condemn, while the modern zombie sub-genre of horror is mainly a new and presumably less offensive version of the old 'white people in peril' stories.

Annie
As it was originally pitched, the prequel trilogy would have shown the fall of great Jedi Anakin Skywalker through the story of young Obi-Wan Kenobi, and there are still remnants of that, however, the trilogy as a whole soon turned into Anakin's own story.  Famously cast from out of literally hundreds of young actors, 9-year-old Jake Lloyd is in an awfully tough position, because Lucas' vision of an excessively cherubic boy genius hero requires a far subtler approach to get away with than Lucas is capable of, and Lloyd, while not necessarily a poor actor, is not right for the part. Just like Jar Jar is inappropriately broad comedy for the film, Lloyd's Anakin is inappropriately broad cuteness.  Lloyd blamed the movie for ruining his career and his personal life, which is really sad, and yet, in as much objectivity as possible, Anakin is a dreadfully misguided character and an annoying child performance.  It's more the fault of Lucas' writing than anything on Lloyd's part, but Lloyd's delivery is usually stilted regardless.  Lucas writes young Anakin as a blandly Leave it to Beaver-type, baby fat-faced, "perfect" kid plunked into the middle of the Star Wars universe.  It makes enough sense, Lucas not wanting to lean into some dormant darkness in the character, but there's nothing interesting about this character, and he says embarrassing things like "Are you an angel?", "Yipee!", and "Now this is podracing!"  Lucas acknowledges in the DVD commentary that he had difficulty in procuring a way to get Anakin to accidentally make his way in a starfighter from the Theed hangar up into the space battle, and frankly, it's a little difficult to watch.  It's painfully contrived, and so is the Anakin character.  For many aspects of the story, it would seem ideal for Anakin to be a bit older, around 12 or 13, but because being separated from his mother still had to be a traumatic experience for the character, he feels forced to be a 9-year-old, while sounding like a 1950s suburban 6-year-old.

Smug little son of a bitch.

A Cast of Characters
It''s fascinating to think in hindsight what this movie seemed to be shaping into back in the '90s as the cast was brought together.  It's an eclectic and impressive cast.  The most recognizable cast member at the time was Liam Neeson, a sort of parallel to STAR WARS' Alec Guinness, as the older and acclaimed actor in a cast full of younger, up-and-comers, although by the time he was cast as Obi-Wan Kenobi, Guinness had already had a much more illustrious career.  Neeson is best known today for gritty, noirish crime-thrillers, after becoming typecast as a "badass" thanks to the success of TAKEN in 2008, but at the time, he had just received acclaim and a Best Actor award from the Venice Film Festival for playing the eponymous Irish revolutionary in Neil Jordan's 1996 biopic MICHAEL COLLINS, and in 1993, he had played Oskar Schindler in Steven Spielberg's Oscar-winning epic, SCHINDLER'S LIST, a role which earned him an Academy Award nomination.  Neeson's career dates back to the late '70s, but the '90s were when he broke out in a big way, and his experience working with Lucas' friend Spielberg likely gave him an edge for the role.  It eventually became clear just how little concerned with acting that Lucas was as a director, being far more concerned with technical and visual aspects, and Neeson reportedly had a very unpleasant time working with the director.  Regardless, Neeson stands out as the strongest piece of the cast in this movie, as Qui-Gon Jinn, he's a sage like Guinness' Kenobi, but with a greater sense of power, helped by Neeson's imposing stature (at 6'4", many of the sets, which were built only as high as the actors' heads with the rest filled in digitally, had to be extended simply on account of Neeson) and alternately steely and compassionate visage.  His position in the story is slightly ambiguous, but he appears to be a representation of what the Jedi Order, comfortable in its longstanding position, should be.  He's cool and calculating, but defiant and insightful in ways that most of the Jedi elite are not and by which he makes them uncomfortable.
Natalie Portman, far younger and in her teenage years, was also well-known, particularly for performance as Mathilda, an orphan child who bonds with a hitman in Luc Besson's 1994 action-thriller, LEON: THE PROFESSIONAL.  This, in addition to her similarly mature role in Ted Demme's excellent 1996 romantic-comedy BEAUTIFUL GIRLS, got her noticed to play the mature and commanding teen ruler, Queen Amidala, and her alter ego, Padme.  Although an accomplished actress (she even went on to win an Oscar for the 2010 horror-thriller BLACK SWAN), Portman does not fare quite as well as Neeson and struggles to get through some of her weaker lines.  Still an unknown at the time, Keira Knightley (who has since gone on to star in Disney's Pirates of the Caribbean series, LOVE ACTUALLY and numerous other films as a marketable name) shows up in the film as Amidala's primary handmaiden/body double, referred to in the script as Sabe (although the name is never used in the film), and daughter of Lucas' longtime friend and colleague Francis Ford Coppola, Sofia Coppola (now an acclaimed director for films like LOST IN TRANSLATION, THE VIRGIN SUICIDES and THE BLING RING) appears in a non-speaking role as Sache, another royal handmaiden.
Next to Anakin, the most crucial casting was for Obi-Wan Kenobi, a role made famous by Alec Guinness, and Ewan McGregor had just broken out big thanks to his brilliant lead performance in Danny Boyle's excellent breakout hit, the 1996 drug comedy-drama TRAINSPOTTING, in which he starred as on-and-off-again heroin addicted ne'er-do-well Mark Renton.  Although the trilogy story belongs to Anakin, THE PHANTOM MENACE is actually Obi-Wan's story as he goes from a naive and slightly stubborn Jedi apprentice to becoming a powerful Jedi Knight and Anakin's master, from student to teacher.  McGregor is relatively subdued in this first film, acting as the still not fully formed youth, but he proves to the emotional anchor and standout presence of the trilogy's cast.  Perhaps it's not saying much, because there isn't much commendable acting in these three films (though not to the fault of the actors in most cases), but McGregor makes the clunky dialogue and humor work surprisingly well.

Chariot Race (in Space)
The podrace, which very specifically pays homage to one of the greatest movie action scenes of all time, the chariot race in William Wyler's BEN-HUR (1959; note the blue and yellow theme of Anakin's racer and the orange and black of Sebulba's, in comparison to the blue and gold of Judah Ben-Hur and the red and black of Messala, as well as the banner parade preceding the race and the lap counter, all directly translating the chariot race to a futuristic theme), is a great action scene in its own right, and one of the few moments in the prequels that live up to their promise.  Naturally, the science fiction version of a chariot race involves a floating buggy attached to a pair of huge, super-sized engines, engines that make lots of exciting, rhythmic sounds as they weave through a winding, desert canyon course.  Perhaps it's noteworthy that Anakin doesn't have a single line throughout this prolonged sequence, as opposed to the space battle at the film's climax, where his constant commentary is grating.  The digitally-rendered high speeds are an evolution of the speeder bike chase from RETURN OF THE JEDI, richly detailed, photographically realistic and the three-lap race is laced with interesting little quirks and more than a few fiery explosions.  I particularly like the touch of the Tusken Raiders taking potshots at racers from a cliff like a bunch of rednecks (it's the first time they've shown up since the original STAR WARS).

Korah and Rahtahmah
While I realize the likely controversial nature of such a declaration, the "Duel of the Fates", the climactic duel of THE PHANTOM MENACE, is the best lightsaber fight in the series to date.  Most Star Wars fans would scoff at the suggestion that the best lightsaber duel belongs to THE PHANTOM MENACE, and that the climactic Luke vs. Vader duel in THE EMPIRE STRIKES BACK is superior, but as good as the EMPIRE fight is, the EPISODE I fight has a few things in its favor that put it over the edge.  The lightsaber effects themselves are at their peak in EPISODE I, now with digital effects available to their use, allowing for full and precise control of the effects that were less consistent in the original trilogy.  In STAR WARS, the lightsabers were less clearly defined in their shapes and appeared to be flickering in a few instances, while the duel itself remains the most simplistic and stolid of the series.  In EMPIRE and JEDI, the effects get better, and the choreography becomes very fierce and reckless, with surrounding collateral damage and potent emotional stakes.  The EMPIRE duel is the most elaborate of the original trilogy, while the fight in the Emperor's throne room in JEDI is surprisingly restrained, hitting its considerable peak for only a matter of seconds.  EPISODE I brings with it a level of technical precision and aggressive, fast-paced, but finessed choreography, matched with John Williams' signature new music piece for the film, "Duel of the Fates", equally aggressive and fast-paced, with a sinister, foreboding choir, a piece that would return as a theme in the following two prequels.  The sprawling ground of the battle, from a hangar, carrying into a towering labyrinth of catwalks, and concluding in a chamber containing a bottomless pit in the center, provides many opportunities for the choreography, and the scale is enormous.  While going beyond the limitations of the original trilogy, Lucas has not yet overwhelmed the screen with digital flourishes that consumed the next two films, where the lightsabers becomes more like fans whizzing through the air against each other with too much fluidity.  THE PHANTOM MENACE strikes the happy balance between the fierce energy of the earlier films and the unbounded digital possibilities.

Mixing Worlds
That Lucas wants both trilogies to be equal parts comprising a six-chapter saga is curious, because they're two very different stories.  It might be said that if the original trilogy of films is Star Wars, then the prequel trilogy is what is thought about Star Wars.  While there were elements of Joseph Campbell's monomyth theses in the originals, they were never as dominant as they are in the prequels, and while the originals still function prominently on a level of fun pulp adventure before they happened to stumble into their mythic reputation, the prequels are an all-too-conscious effort to craft a modern myth with religious themes and motifs of both Western and Eastern origins.
Christian Religion
Anakin is poised as a Christ figure, immaculately conceived as an answer to an ancient Jedi prophecy of "The One who will bring balance to The Force" (although whatever that even means remains maddeningly unclear throughout the trilogy, nor does it seem to align with anything from the original trilogy).  The virginal conception of a savior is not at all limited to Christian gospel, but it's easily the most widely known.  Although the chosen one prophecy trope is just about as old as storytelling itself, the more recent glut of franchises and would-be franchises to follow that formula seems to trace back to 1999, when two of the year's biggest hits, THE PHANTOM MENACE and THE MATRIX, centered around the convention.  Darth Maul's distinct appearance is partially inspired by Christian depictions of the Devil, with red skin and horns, while also integrating aspects of Japanese demons and face tattoos of various Southern indigenous world cultures.
Eastern Philosophy and Religion
The theme of natural balance and duality pervades THE PHANTOM MENACE; the planet of Naboo is made up of two civilizations, yin and yang, opposing but complimentary entities in the humans of Theed and the Gungans of Otoh Gunga, who have to acknowledge their reliance on one another as a symbiotic relationship to defeat their common enemy.  The name Qui-Gon is derived from the Chinese philosophy of Qigong, used to cultivate the flows of "life energy" or "qi".
Eastern World Culture
The Jedi, for the first time shown as a thriving culture, are heavily influenced by Japanese Samurai tradition and Asian cultures.  In addition to the elements of two-handed swords, principles of honor and apprenticeship as established in the original trilogy, the Jedi are shown to practice meditation, they wear monk-like robes, and Qui-Gon's and Obi-Wan's ponytails both bear some resemblance to the Japanese warrior hairstyle chonmage, while one of the background characters of the Jedi Council, credited as Even Piell, has a more specifically chonmage topknot.
BEN-HUR
As aforementioned, the podrace borrows very heavily from the famous chariot race sequence in the 1959 classic film BEN-HUR, including the blue and gold color theme for the hero and red and black theme for the villain, Sebulba's use of destructive tricks to destroy his opponent's vehicles, and Anakin's pod careening into a jump which he must course-correct, are all directly paralleled from the scene in BEN-HUR.
Silent Comedy
Jar Jar Binks is a conscious effort to emulate the physical comedy of comic screen actors from the silent era of film and the early sound films, i.e. Buster Keaton, Charlie Chaplin and Stepin Fetchit; dressed in his simple, trampish attire and ultimately managing to help win the day through accidents.
Cinema
As with all of Lucas' films, PHANTOM MENACE is filled with cinematic references, such as the Gungans riding kaadu out of the mist in a shot that pays homage to a number of Akira Kurosawa samurai films, Coruscant's resemblance to Fritz Lang's 1927 sci-fi classic METROPOLIS, and the battle formations of the Trade Federation droids at the start of the climactic battle reference Stanley Kubrick's 1960 epic SPARTACUS.  In a more specific reference, creatures from the species to which the eponymous character of Steven Spielberg's 1982 film E.T.: THE EXTRA-TERRESTRIAL appear in one of the pods in the Galactic Senate, following a scene in that film where E.T. recognized Yoda in the form of a Halloween costume.

Top 5 of STAR WARS: EPISODE I - THE PHANTOM MENACE

1. Duel of the Fates- This is the best lightsaber duel in the series, with scope and technical advantages the original trilogy never had, and aggressive contact and precision that is lost as the fights in the following prequels become overly fluid and digitized, not to mention the music, which becomes the showcase theme for the prequel trilogy as a whole.
2. The Podrace- The film's other major action set-piece, the podrace is a crazy fun racing sequence right up Lucas' gear-head alley with unreal high speeds that only computer-rendering can create.  It's simplified and visually-driven distilled action thrills chock-full of eye-catching designs and exhilarating sound design.
3. Qui-Gon Jinn- It might just come down to their performances, but Qui-Gon and Obi-Wan are the only characters in this trilogy who feel like real characters, and at least in this movie, Liam Neeson gets the edge.  His dialogue sounds like the way his character, or any platitude-dealing person with a pulse, would talk, and he's just so Neeson.
4. Reintroducing the Jedi- The film opens with Jedi Knights in a context like we've never seen them in before, appearing mysteriously in hoods before their faces are revealed like we should already know who they are and be impressed to see them, men on a mission, living legends.  They are an unknown entity to the Trade Federation who frantically try to dismiss the Jedi, locking them in a gas chamber, and as Qui-Gon cuts through the metal doors, they reassure themselves by closing the blast-proof doors.  Surprised for a moment, Qui-Gon pauses incredulously and begins to move through the blast door as well, because he's so hardcore.  These are guys you can get behind.
5. Space Battle- Anakin's commentary is grating, but the sleekly designed Naboo starfighters are striking, and it's the last time Lucas uses the good old-fashioned models before diving headlong into CGI.

Bottom 5 of STAR WARS: EPISODE I - THE PHANTOM MENACE

1. Jar Jar- Jar Jar Binks isn't terrible in concept, and I'm not going to accuse it of being racist, but in execution, it's like some loud obnoxious kid who's doing a silly dance and thinks he's God's gift to humor and he won't shut up.
2. Anakin- "Are you an angel? An angel. I've heard deep space pilots talk about them. They live on the moons of Iego, I think. They're the most beautiful creatures in the universe." "Mom, you said that the biggest problem in the universe is that no one helps each other." "Yipee!" "Qui-Gon told me to stay in this cockpit, so that's what I'm gonna do." "Let's try spinning, that's a good trick!" "Now this is podracing!" "I'm a person, and my name is Anakin!"  This character is not off to a good start, but just wait until we get to the next movie!
3. Finale- The ending is an obvious parallel to the victory ceremony in the original STAR WARS, and while I kind of like the big weird Naboo parade and John Williams' funky Star Wars version of a marching band, the awarding of some super-charged plasma globe to Boss Nass and shouting "Peace" is a dumb and embarrassing note to end on.
4. Sio Bibble-Sio Bibble often gets left out of the discussion when things that suck about THE PHANTOM MENACE are discussed, which is unfair, because Sio Bibble really sucks.  He's never referred to by name, but he has a white beard that looks like ice cream and he's so negative.
5.  R2-D2's Introduction- R2's origins as an astromech droid on the Queen's starship are fine, and the other droids getting blasted away is a little funny, but the hamfisted followup in which R2 is commended by the Queen is absurd.  Yeah, R2 is a major character, but I could give my clothes washing machine a name and backstory, but I'm not going to make a deal about it for doing the task it was built to do.

Blue Harvest: Horror Beyond Your Imagination... RETURN OF THE JEDI

RETURN OF THE JEDI
(alternate title: STAR WARS: EPISODE VI - RETURN OF THE JEDI)
Released 25 May 1983
Directed by Richard Marquand
Starring: Mark Hamill, Harrison Ford, Carrie Fisher, Billy Dee Williams, David Prowse, Ian McDiarmid, Anthony Daniels, Kenny Baker, Peter Mayhew, Alec Guinness, Warwick Davis,  Kenneth Colley, Caroline Blakiston, Jeremy Bulloch, Michael Carter, Femi Taylor, Frank Oz (voice), James Earl Jones (voice), Timothy M. Rose (voice), Mike Quin (voice)
Rated PG for sci-fi action violence.
134 minutes

Nominated for 4 Academy Awards, Recipient of 1 Special Category Award:
Special Achievement Award - Richard Edlund, Dennis Muren, Ken Ralston & Phil Tippet (for achievement in visual effects)
Best Original Score - John Williams (Nominated; lost to THE RIGHT STUFF) 
Best Sound Mixing -  Ben Burtt, Gary Summers, Randy Thom & Tony Dawe (Nominated; lost to THE RIGHT STUFF) 
Best Sound Editing - Ben Burtt (Nominated; lost to THE RIGHT STUFF) 

Box Office 
Estimated Production Cost: $32.5 million
Box Office Gross (initial release only): $252.5 million
Lifetime Box Office Gross (including 1985 and Special Edition 1997 re-issues): $309.3 million
Worldwide Box Office Gross: $475.1 million
49th Highest-Grossing Film of All-Time (domestic)
155th Highest-Grossing Film of All-Time (worldwide)
15th Highest-Grossing Film of All-Time (adjusted for ticket price inflation)

RETURN OF THE JEDI is charged with the task of tying together the loose ends of its predecessor and wrapping up the trilogy in an epic and fitting conclusion, an unfortunate duty to live up to, one that is all too rarely fulfilled satisfactorily by any "threequel" (the only cases that come to mind are TOY STORY 3 and THE LORD OF THE RINGS: RETURN OF THE KING*).  JEDI is a good, fun fantasy adventure at most times, but it's spotty in ways that its predecessors were not, and it's the strangest of the original trilogy by far.  It's structurally imbalanced between two different stories, one occupied with catching the conclusion of EMPIRE up to the necessary staging for a grand climactic battle, and one occupied with the grand battle to finish the larger story.  It's also split in another way, between an epic, mythic adventure as set by its predecessors, and a sillier, softer kids' adventure.

Luke Skywalker has returned to his home planet of Tatooine in an attempt to rescue his friend Han Solo from the clutches of the vile gangster Jabba the Hutt. Little does Luke know that the GALACTIC EMPIRE has begun construction on a new armored space station even more powerful than the first dreaded Death Star. When completed, this ultimate weapon will spell certain doom for the small band of rebels struggling to restore freedom to the galaxy...

RETURN OF THE JEDI is the most exotic and bizarre of the trilogy, and as the third chapter of a three-part saga, it resurrects certain ideas raised by the first chapter while upping the ante considerably.  However, the real story of this film is postponed to rescue Han Solo, frozen alive in a block of carbonite and delivered to the sinister crime lord Jabba the Hutt at the end of the previous film.  For this, out heroes must return to Tatooine, where the first quarter of the film is occupied with a separate story from the following three-quarters, a heist story.  It's a great showcase for Phil Tippett's work with a colorful assortment of creature characters headlined by Jabba himself, a huge, grotesque slug/amphibian hybrid who mostly chills out in his palace with the coolest entourage in the galaxy, eating alien frogs and occasionally feeding those who displease him to his massive carnivorous pet, the Rancor (another incredible Tippett puppet).  Jabba also has unexpected sexual tastes for a big, bloated, slug-frog, which I can only assume has resulted in an uncomfortable sexual awakening for many a little Star Wars fan.  Leia, who started the trilogy as one of the great feminist portrayals in a blockbuster film, now has an excuse to appear in a gratuitous but undeniably fetching metal bikini, but I remember in my boyhood how hot I got under the collar at those Playboy Bunnies of the Star Wars universe, the Twi'lek ladies, such as "Oola", a green-skinned dancer played by Femi Taylor, and in the Special Edition, Lyn Me, a mauve-skinned backup singer.  They may have tentacular tails hanging off the back of their heads, but their extremely economically designed outfits show off a lot of their womanly shapes.

Boba Fett is Secretly Jar Jar
I really appreciate the way that Boba Fett dies like a bitch, too.  It's really spiteful and played as a comic beat, where he's completely inept, his oh-so-cool jet pack accidentally set off by a blind guy, sending him flying into the side of Jabba's barge, off of which he bounces off into the Sarlaac pit (another cool creature creation, basically something along the lines of a vagina, an anus, or some sort of giant glory hole just hanging out in the desert sand), and just to rub it in, the Sarlaac burps.  Boba Fett is like the teenage heartthrob of Star Wars, like Taylor Lautner in the Twilight series; it's harmless, but the fans' affinity for the character is so intense and based on such frustratingly superficial reason that I'm compelled to call them out.  Boba Fett is barely a character.  He's a costume design.  He does next to nothing, and fittingly, his original introduction was in the hilariously infamous Star Wars Holiday Special.  Now, this is just a theory, mind you, but I'm pretty sure Boba Fett is actually Jar Jar Binks.  Hang on, think about it- we never really found out what happened to Jar Jar after REVENGE OF THE SITH, and this guy is shrouded in mystery, never removes his helmet, and clearly has something to hide.  He rides entirely on his reputation.  It's all smoke and mirrors.  We assume that he occasionally disintegrates a bounty just because Vader tells him not to?  What kind of dumb bounty hunter would disintegrate their victim?  He'd get no money!  He lets Darth Vader do practically all the work to apprehend Han and then just collects the goods, he never kills anyone onscreen.  He doesn't even injure anyone.  He fires a few shots at Leia, Lando and Chewie in Cloud City, but for such a skilled bounty hunter, his aim is no better than a stormtrooper's, and with the exception of Jar Jar, he is the clumsiest character in the movies.  He bounced off a wall and fell into the Sarlaac because a blind guy accidentally bumped him!  You'd think the guy would at least be able to stabilize himself after years of supposedly using that backpack.  If he was really Boba Fett, you'd think he'd take a little better care of his armor, too, after his dad kept it so shiny for him.  What if, after all this time, George Lucas actually had already given us that great Jar Jar Binks death scene years before we even knew that there was a Jar Jar Binks and that we hated him?  It's just a theory, but I like it because it really pisses off the fanboys.  I also like the Robot Chicken parodies where Boba Fett is an alcoholic.
Act 3
Where the third chapter of the story really gets started is, ironically, where it really slows down, with Han freed, Jabba the Hutt dead and Han, Leia, Lando, Chewbacca and C-3PO headed for the rendezvous with the Rebel Alliance and Luke with R2-D2 returning to Dagobah to see Yoda.  The timeline of how Jedi are trained as well as the time span between EMPIRE and JEDI is confusing here, as Luke seems to have progressed so far since the previous film, but this is the first time he's returning to see Yoda.  Plus, Yoda is older and weaker now, substantially since we last saw him; he's dying.  All the exposition is laid out in this and the following scene at the Rebel conference, clearly identifying this as the first act of the film, even though we're nearly halfway into the movie by now.
After confirming the revelation of EMPIRE (not that it needed confirming, but only for the sake of the naysayers), Yoda dies, leaving Luke alone as the last remaining Jedi in the galaxy, and now he must face his father, either to kill him, as Obi-Wan (who's become a bit of a jerk in light of recent developments) urges him to do, or to bring him to salvation, as Luke believes he can.
The climactic final clash between the Rebel Alliance and the Galactic Empire revolves around yet another Death Star, a recycled plot point from the original film that is at this point, frankly, absurd.  We're informed that this one is even more powerful than the first, but the first one had the capacity to obliterate entire planets.  Even if it's more powerful, what bigger death job could the Empire possibly require?  How many planets do they need to obliterate anyway?  The under-construction Death Star II is an impressive visual, but story-wise, it doesn't make a lot of sense.
Meanwhile, Han's position in the story is confused as it's built on a foundation that allowed for the character's death.  Rumors persist that Harrison Ford's return for the third film was uncertain when the character was frozen in carbonite at the end of THE EMPIRE STRIKES BACK, but they couldn't just write off the character like that, so we have a full beginning third devoted to bringing him back into the main narrative.  So while they couldn't leave his conclusion frozen in carbonite, they're forced to go to all the work of bringing him back, only to then have him die later in the film, as was suggested.  George Lucas, who wielded significantly more interest on JEDI than EMPIRE, vetoed that idea, opting for a more clearly triumphant conclusion for the Rebellion, but Han's role is neutered and obligatory at best.  Lando has taken his place in the captain's chair of the Millennium Falcon in the mission to fly into and destroy the core of the Death Star II (I feel like the ventilation shaft of the original Death Star was a substantially lesser weakness), and as leader of a squad to shut down a shield based on the forest moon of Endor, Han is essentially on the sidelines of the conflict and sometimes reduced to comic relief.  His part in the film is basically fan service.
Now, about those darn Ewoks; have you ever noticed that the word "Ewok" is never once used in the film?  Anyway, they are played as cute characters, but they're a bit grotesque with their lips, fingers and sticking their tongues out through their tight mouths (gross).  As with the Death Star, the Ewoks are a recycled idea from the original STAR WARS, albeit one that never made it into the final draft of the script.  A variation on "Wookie", the Ewoks fill the role that Lucas originally envisioned for the Wookies as a "primitive" nation (also furry and even more bear-like) whose seemingly quaint capabilities would contribute directly to the fall of the Empire (Lucas realized that Chewbacca was too tech-savvy for the Wookies to be portrayed as primitive).  Lucas, who prior to making STAR WARS was intended to direct APOCALYSPE NOW as a dark satire about the Vietnam War, has cited as his inspiration for this notion, the success of the under-supplied Vietcong forces against the technological might and resources of the U.S. military in the Vietnam War.  However, Charlie the Ewoks are not, using slingshots to hurl rocks at armored Imperial troops who fall when hit like a father playing a game with his kids.  In the decisive battle for the fate of the galaxy, the Ewoks are making pratfalls and Little Rascals-style hijinks.  One of them dies though, so that's nice.

Culmination
JEDI has a unique three-pronged climactic battle (Endor, the space battle, and the throne room) in service of resolving a two-fold overarching conflict, the conflict between the Rebel Alliance and the Galactic Empire, and the conflict between the Jedi and the Sith (although the word Sith is never used in the original trilogy), the latter being the more interesting.  The best stuff about JEDI revolves around confronting the questions at the center of EMPIRE, Luke's fate at the center of a war between light and dark, his connection to Vader and quest to redeem him while finally facing the supreme darkness in the known galaxy.  The scene on Endor when Luke delivers himself directly to Vader is gripping and unusual, stopping for Luke and Vader to have a brief conversation as a father and son in a, shall we say, unconventional relationship.  It sets the board for what's to come, with Luke pleading for his father's soul, and his father's partial acknowledgement that he may require saving, but while arguing that it cannot be done and convinced that his son must either join the dark side or die.
JEDI doesn't have the prolonged, spectacular lightsaber fighting that you would expect from the climactic chapter (the sort which wrap up the prequel trilogy in REVENGE OF THE SITH), but instead culminates in a moral duel, as the Emperor and Vader provoke Luke to give into his anger and use violence and aggression against them, resulting in a few unexpectedly brief physical bouts between Luke and Vader; nothing more elaborate than we've seen before, and less elaborate than the duel in EMPIRE.  However, in the final of these spats, as Luke is provoked into fighting Vader, the movie reaches its emotional peak with a swelling chorus and a short but marvelous wide angle tracking shot as a rage-fueled Luke drives Vader back.
The Emperor, played by Ian McDiarmid (who would reprise the role 16 years later in a younger version without the old age makeup), is a character who has lurked behind the scenes of the Empire and Vader for the previous two films, only referenced in passing in STAR WARS, and shown in a different design (actress Elaine Baker with superimposed chimpanzee eyes) as a hologram for one scene in EMPIRE.  In Star Wars mythology, at least in the six released films by Lucas, Emperor Palpatine (only referred to as "The Emperor" in the film) is essentially Satan, as close to pure evil as the series comes.  With yellow eyes and a warped, deeply creased face under a black hood, McDiarmid leans into that unabashed persona with a vigorous, scenery-chewing performance that's a lot of fun to watch, but the character doesn't know when to quit.  Each time he manages to bring Luke to a boiling point, the guy starts blathering about how great Luke is doing, and if this slimeball is commending for something, it must be something bad, and it reminds Luke to check himself.  The Emperor is his own worst enemy.

Racing to the Finish Line
JEDI is consistently entertaining with fun visuals and colorful action, but it's undoubtedly the weakest of the original trilogy, and not by an insubstantial margin.  However, I would most often prefer to re-watch over EMPIRE.  It sounds absurd, because EMPIRE is undeniably the superior film, but even for all its inferiority, JEDI is more fun.  It's that way by design, as Lucas was disappointed by EMPIRE's pacing and sophisticated tone, so he kept a much tighter creative leash on JEDI, and as an executive producer with a huge financial stake in its success (as with EMPIRE, with which he stressed over greatly, especially in light of director Irvin Kershner's less marketable approach), Lucas ensured that it was extremely marketable with lots of unique characters for merchandise.  It's not necessarily a bad thing; it's arguably a little crass, but it's the nature of the business, and although the Ewoks aren't so good, it's not why the film is such a step down for the series.  The only other director to make a Star Wars movie besides Lucas and Kershner, prior to the Disney acquisition, Richard Marquand is easily forgotten within the legacy of Star Wars, which is basically what Lucas desired.  Although it's what Lucas told his old film school professor he wanted when Kersher was hired to direct the first sequel, Kershner was too independent for Lucas' tastes when his own money was at stake.  Marquand is essentially Lucas' stand-in, and even then, Lucas reportedly acted as a second unit director frequently, nullifying his efforts to lighten the burden of being on a set everyday by hiring another director in the first place.
JEDI is hurrying to wrap things up.  Most Star Wars fans are well aware of Lucas' account of how the saga originated as a myth and serials inspired space epic, convoluted and revolving around the galactic hero Annikin Starkiller, later made into Luke Starkiller, before the story as we know it came into being, and how Lucas then realized that there was too much story for a single film and conceived it as a trilogy (in many cases, he's claimed that he had two full trilogies, the originals and the prequels, as we know them).  However, over the years, Lucas and other parties involved have given contradicting accounts that indicate how undefined the concept was originally and how much had to be developed and how the larger story kept changing as he went along (for an in-depth and expansive look at the behind-the-scenes storycraft of the series, check out Michael Kaminski's The Secret History of Star Wars: The Art of Storytelling and the Making of a Modern Epic).  Although STAR WARS was intended as part of a series, Lucas didn't quite know just what that story was, whether it was an adventure-of-the-week format or a sprawling saga, until the film was the biggest hit of all time and gave him license to then do with it whatever he wanted.  While developing EMPIRE, Lucas stumbled upon the twist of Vader being Luke's father, and that family drama opened up the larger story for him where STAR WARS was already fourth in a series while a full trilogy showing Vader and Ben Kenobi's friendship, fallout and the rise of the Empire.  Lucas also intended to follow up the trilogy he was currently working on with films VII, VIII and IX, exploring another, largely undefined character, which was set up in EMPIRE when Yoda referred to "another" who could still resurrect the Jedi Order if Luke failed.  But the stress of making EMPIRE and his interest in exploring other projects led Lucas to eventually scrap that second trilogy, forcing JEDI to pick up the pieces.
The reveal that Leia is Luke's sister, chosen as the 'another' hope set up by EMPIRE, is visibly clunky, inserted as a significant part of the copious exposition dealt with on Dagobah, almost as a side note to everything else, and then passed along to Leia and then to Han.  It's just as well that the romantic plot line of EMPIRE brought Han and Leia together, but Luke was intended to take the lonely warrior's path, leaving Han and Leia as the obvious choice if anyone was going to get together.  However, now that infamous kiss Leia plants on Luke to spite Han in EMPIRE takes on a whole new comedic aspect, a fairly icky one.
The story also has to become about Vader's redemption, while tying into Luke's triumphant entry into Jedi knighthood, along with the ultimate victory for the Rebel Alliance, and without killing off any of the major heroes, at the insistence of Lucas.  As such, JEDI often feels busy tying up all those loose ends, resulting in an episodic structure, as if it's being made up as they go along.  The main character is still Luke, but the main conflict as it's established at the start is the threat of the Death Star II, a threat that never factors into Luke's story directly (although the climax of Luke's story is set within the Death Star II, it is not a threat for him; in contrast, the Rebel's attempts to destroy it are a greater, if irrelevant threat), and the Death Star II never even returns as a plot point after the opening scene until about halfway into the movie.  A huge portion of the film is devoted to bringing back Han, a leftover plot point from EMPIRE, before another section of the film is spent on Dagobah, another leftover plot point from EMPIRE while also delivering a lot of necessary exposition for Luke's story.  The Death Star II is practically rendered incidental.
Dagobah involves a lot of housework for EMPIRE's loose ends, particularly that doozy of Luke's wise old mentor Ben turning out to be a big, fat liar.  "A young Jedi named Darth Vader, who was a pupil of mine until he turned to evil, helped the Empire hunt down and destroy the Jedi Knights. He betrayed and murdered your father."  So goes the story Ben told to Luke back in STAR WARS in answer to how his father died, but as was Lucas's apparent notion at the time, Vader's backstory was that he was indeed Ben's apprentice, but after turning to the dark side, Ben and his ally, Luke's father Anakin (or Annikin), confronted Vader in combat on a volcanic planet, and in the battle, Vader slayed Anakin before Ben sent Vader into the lava and left him for dead.  With EMPIRE, the best Ben can give to Luke as an excuse is, "What I told you was true, from a certain point of view," a philosophy that would be integral to the Emperor's teachings in converting Anakin in REVENGE OF THE SITH.  What a dick move, Ben.
Then JEDI has to find a way to maintain Vader as a villain until the proper moment at which he can be redeemed by Luke, resulting in somewhat hazy motivations for his character and a decent albeit rushed reclamation.  Of course it's a fantasy story, but the sudden, unqualified and complete turn to righteousness by a genocidal maniac isn't quite as justified as maybe it should be.  In JEDI, a lot of things are made merely "good enough".

Special Edition
RETURN OF THE JEDI has been the most heavily altered of the original trilogy and contains a number of the most egregious changes and one major alteration that I'd argue is a genuine improvement.  The film benefits significantly from the new finale (in its post-1997, pre-2004 versions, prior to the addition of Hayden Christensen) in which a more exultant musical composition by John Williams plays over a montage of galaxy-wide celebrating the fall of the Empire on Bespin, Tatooine and Coruscant, the latter where a statue of the Emperor is being pulled down (Naboo was added to the montage in 2004).  The original ending featuring the quaint celebration on Endor with the musical piece "Ewok Celebration", commonly referred to as "Yub Nub" just fails to capture a sense of real significance to this decisive victory to the conflict central to the trilogy.  It feels minor and specific, rather than the far-reaching effect emphasized by the new version.
As for the rest of the changes, many of them are incredibly frivolous, such as adding a beak to the Sarlaac Pit, a beak which looked like bad CG in 1997.  The showiest and most absurd addition in the 1997 special editions however was the new musical number "Jedi Rocks", replacing the original piece, "Lapti Nek" (well, those titles show a blatant shift in tone), performed by a now CG Sy Snootles and a furry bug-man-thing called Joh Yowza with the Max Rebo Band, with idiotically in-your-face animation.  The new scene builds to Oola's death in the Rancor pit, with actress Femi Taylor reprising her part, which is fine, and I actually like the moment where she shown in the pit and seeing the off-screen Rancor, but that whole musical number is just bad.  Another inexplicable addition came with the 2011 Blu-ray release when the scene of Vader choosing to defy the Emperor was modified with cries of "Noooo!" from Vader (taken from REVENGE OF THE SITH), undercutting the drama of the moment.  At that point, it seems like Lucas is just giving his detractors the middle finger.  That edition also included the addition of CGI eyelids for the Ewoks, which is strange, but the Ewoks are dumb anyway, so whatever.  One of the worst alterations to JEDI came with the 2004 DVD release where Sebastian Shaw, the actor who appeared as Anakin's ghost in the original version, was replaced with Hayden Christensen, the actor who played the character in the prequels.  Lucas obviously does this to make the films consistent, but then why does Obi-Wan's ghost still appear as Alec Guinness instead of Ewan McGregor, who plays the character in the prequel trilogy parallel to Anakin as Christensen?  More importantly, Christensen is one of the most prominent weaknesses of the prequel trilogy and brings with him all that baggage to this appearance, along with a smug "I am going to _____ you, and you will not enjoy it" look on his face.

Mixing Worlds
Religious Morality and Salvation
Although its predecessors also involve prominent themes of good, evil and moral trials, JEDI is even less subtle about it, with a villain in the Emperor who is essentially Satan or personified death, clad in a simple black cloak like traditional representations of the Grim Reaper.  In Luke's final trial, he goes face-to-face with evil in an attempt to redeem his father from it, and following his redemption, a dying Vader is unmasked, freed from the machine, and watches on from another life.  STAR WARS is primarily a pulp adventure, EMPIRE is darker and more ambiguous, while JEDI is, in part, a universal religious fable.
Westerns and Gangster Films
Jabba the Hutt is an archetype familiar to the westerns and crime movies from the 1930s and '40s; a crime boss who wields tremendous illegitimate power, and lounges too comfortably in a life of excess and pleasure that proves to be his downfall.
The Monster Pit
The Rancor pit Jabba drops Luke into is a familiar concept from old sci-fi and fantasy serials and comics, as well as pulp literature like John Carter of Mars and Tarzan of the Apes, or the Greek myth of Theseus, in which Theseus slays the Minotaur inside the Labyrinth.
The Triumph of Nature Over Machines
Lucas was very keen on the idea of a low-tech indigenous species overpowering the Empire, with the Ewoks being instrumental in the Rebel victory, directly comparable to the far smaller and technologically inferior communist Vietcong forces victory over the might of the United States' foreign power in the Vietnam War, although there are certainly other historical scenarios to which comparisons could be drawn.
Arthurian Legend
One of the many world myths that the series draws upon is the British legend of King Arthur, with which Ben Kenobi's role parallels that of Merlin, who, in some but not all of the various versions of the story, is bewitched and imprisoned by the Lady of the Lake in a fashion that makes him for all intents and purposes dead within the narrative, but he arrives in a ghostly form to Arthur on the eve of battle.  One particular scene in John Boorman's 1981 film EXCALIBUR (two years before JEDI) depicts this in a fashion quite similar to Ben and Luke's conversation on Dagobah.
Permeability of Death
One of the most universal and frequently recurring motifs of folklore and myth around the world is that of ghosts, not just the scary kind, but familiar loved ones piercing through the veil to offer guidance or comfort, for example, in Hamlet or A Christmas Carol, along with practically every religion ever.

Top 5 of RETURN OF THE JEDI

1. Luke and Vader's Final Bout- The lightsaber fighting in JEDI is surprisingly minor for a finale, but in a matter of only some seconds, Luke and Vader clash in a rage-fueled moment with John Williams' swelling score and an ominous chorus for one of the most emotionally powerful moments of the series.
2. Luke Meets Vader on Endor- It's really the only quiet, personal moment between Luke and Vader in the whole series, arguably with the exception of Vader's unmasking, but that latter scene still has a lot more going on.  The scene on Endor is the satisfying establishment of the conflict at the center of JEDI, with Luke, seeing Vader the first time since their duel on Bespin, intent on saving his father's soul, and Vader, perhaps not with his heart in it, bound to the dark side and the Emperor, to deliver Luke.  It's an unusual and personal within the movie.
3. Ian McDiarmid as the Emperor- Only 37 at the time, Scottish actor Ian McDiarmid was noticed by Lucas in a play in which he portrayed an elderly character in old age makeup.  As the Emperor, he plays it big, as if fighting to outdo his makeup (yellow contact lenses, deeply furrowed features, and morbidly pale hands), and it's a delight to watch.
4. Jabba- Jabba the Hutt, only mentioned in previous films, is so much more awesome than we knew; a big, bloated, amphibious slug who's so fat he has to be rolled around on a slab, with a giant man-eating monster in the basement and the coolest space entourage in the galaxy having a perpetual party.
5.  Boba Fett's Embarrassing Death- Possibly the most overrated character in pop culture history, Boba Fett, a nothing character who does nothing to distinguish himself as a true villain or any sort of worthwhile entity, toward whom all affection is painfully superficial, dies in the most ridiculous way, as if the filmmakers are making fun of people for ever liking him.  He gets bumped by a blind guy and falls into a giant glory hole, and as if it weren't enough, the Sarlaac burps, punctuating the absurdity of this stupid character's end.  Ha!  Seriously though, it wouldn't be that big a deal if some people weren't so enamored of him.  This fandom makes no sense.

Bottom 5 of RETURN OF THE JEDI

1. Ewoks- The Ewoks are maybe not as bad as their reputation, but they're certainly not a favorable element of JEDI.  Mostly it's in the comical slapstick fashion with which they dispose of the Emperor's "best troops", but there's also some dumb jokes and a lot of cutesy moments that feel cheap.
2. Recycling Plot Points- The Death Star II looks cool, but what's the point?  It's weaknesses are significantly more apparent than those that allowed the first one to be destroyed, and the first one was capable of destroying a planet, so there's no indication of how and why this would have more firepower.
3. "Yub Nub"- It wouldn't be fair to include problems from the Special Edition, because those are just too obvious, but specific to the theatrical version, the finale is so weak.  It lacks the sense of consequence that the resolution of the series' conflict ought to have, and it definitely doesn't help that it seems pretty well centered around the damn Ewoks.
4. Plan to Rescue Han- I'm not sure how they thought this would all go down; Lando goes in as a palace guard with apparently some intention, Luke supposedly tries to trade C-3PO and R2-D2 for Han, and maybe Leia was going to sneak out with Han but leave Lando, Chewbacca, R2 and 3PO behind?  Nothing about this is coherent.  Luke probably should have just gone in himself and taken care of business; it's what ultimately happens anyway.
5. The Emperor is Too Proactive For His Own Good- Yes, McDiarmid's over-the-top performance is in the 'best of' list, but as for the character, he might want to try a little subtlety.  In attempting to convert Luke, he is his own worst enemy.  When Luke is thinking about picking up his lightsaber, the Emperor advises, "Give into your anger," and when Luke has Vader down for the count, the Emperor has to open his big mouth again, reminding Luke of just what he wants to avoid.  Just let it happen Emperor.  Just let it happen.

The Saga Continues... THE EMPIRE STRIKES BACK

THE EMPIRE STRIKES BACK  
(alternate title: STAR WARS: EPISODE V - THE EMPIRE STRIKES BACK)
Released 20 June 1980
Directed by Irvin Kershner
Starring: Mark Hamill, Harrison Ford, Carrie Fisher, Billy Dee Williams, Anthony Daniels, David Prowse, Peter Mayhew, Kenny Baker, Alec Guinness, Jeremy Bulloch, John Hollis, Julian Glover, Kenneth Colley, Michael Sheard, Michael Culver, Frank Oz (voice), James Earl Jones (voice)
Rated PG for sci-fi action violence.
124 minutes

Winner of 1 Academy Award, Nominated for 3, Recipient of 1 Special Category Award:
Best Sound - Bill Varney, Steve Maslow, Gregg Landaker & Peter Sutton (Win) 
Special Achievement Award - Brian Johnson, Richard Edlund, Dennis Muren & Bruce Nicholson (for achievement in visual effects)
Best Original Score - John Williams (Nominated; lost to FAME) 
Best Art Direction - Norman Reynolds, Leslie Dilley, Harry Lange, Alan Tomkins & Michael Ford (Nominated; lost to TESS) 

Box Office 
Estimated Production Cost: $18 million (some sources differ; $18-33 million)
Box Office Gross (initial release only): $209 million
Lifetime Box Office Gross (including 1982 and "Special Edition" re-issues): $290.4 million
Worldwide Box Office Gross: $538.3 million
65th Highest-Grossing Film of All-Time (domestic)
129th Highest-Grossing Film of All-Time (worldwide)
12th Highest-Grossing Film of All-Time (adjusted for ticket price inflation)

THE EMPIRE STRIKES BACK is rightly considered one of the greatest movie sequels of all-time, ranked alongside the likes of THE GODFATHER PART II and THE DARK KNIGHT, however, and I realize this may ruffle some feathers, it is a sizable step down from its predecessor.  It's the sequel you wouldn't expect from the jubilant, pop-culture pastiche pulp adventure that was STAR WARS, but taken as part of a trilogy, it's a natural fit.  STAR WARS works as a stand-alone story, while EMPIRE does not; instead it expands the universe that Lucas created and reinvents the story of Luke Skywalker, Princess Leia and Han Solo as a larger, three-act epic space opera.  In doing so, it sacrifices its narrative heft by playing the middle chapter which must primarily service a later climactic third, but why EMPIRE excels where other middle films do not is its devotion to intimate arcs that carry great emotional and psychological heft in place of a grander narrative.
It's famous as the "dark sequel", a frequently-imitated model (ironically, Lucas' next production, INDIANA JONES AND THE TEMPLE OF DOOM, was probably the most misguided of the continuing dark sequel approach), but it isn't excessively dark.  It has a harder edge than its predecessor, and the climax is undoubtedly heavier.  As part of a three-piece structure, the heroes must discover ahead of the ultimate battle that their victory will be hard-fought, they must sustain a real loss to rebound from in the third chapter.  It isn't cynical, and downbeat doesn't quite describe it either, but it's thought-provoking.

It is a dark time for the Rebellion. Although the Death Star has been destroyed, Imperial troops have driven the Rebel forces from their hidden base and pursued them across the galaxy. Evading the dreaded Imperial Starfleet, a group of freedom fighters led by Luke Skywalker has established a new secret base on the remote ice world of Hoth. The evil lord Darth Vader, obsessed with finding young Skywalker, has dispatched thousands of remote probes into the far reaches of space... 

THE EMPIRE STRIKES BACK is set some time after STAR WARS, during which time Luke, Leia and Han have continued the war against the Intergalactic Empire as leaders in the Rebel Alliance, but now based on the icy world Hoth, the Rebels are in retreat.  Lord Darth Vader has become obsessed with Luke Skywalker, the young Rebel pilot and Jedi Master Obi-Wan Kenobi's last apprentice who destroyed the Death Star, and is hellbent on capturing him.  The Rebels are forced to evacuate their base on Hoth when Vader, after discovering the base thanks to a probe droid, launches a massive assault.  Most of the Rebels survive to fight another day, with Han, Leia, Chewbacca, and C-3PO escaping aboard the Millennium Falcon, while Luke and R2-D2 take an X-wing to Dagobah, where the spectral visage of Obi-Wan Kenobi told Luke he would find Yoda, the great Jedi Master who taught him, and will complete Luke's training.  Han, Leia and the others find themselves trapped in the midst of Vader's fleet with a faulty hyperdrive, so they're forced to evade the Imperial forces through a perilous asteroid field until they can make it to the nearby Cloud City for repairs on the gaseous planet Bespin, run by Han's old associate, Lando Calrissian (Billy Dee Williams).  Luke finds finds Yoda, a small, green creature, performed through a puppet by legendary Muppeteer Frank Oz, who struggles to train Luke, who is reckless and impetuous.  Luke learns more of how to control the Force, but when he foresees danger for his friends, he defies Yoda's admonitions and flies to Bespin, where Han, Leia, Chewbacca and C-3PO have been betrayed by Lando and captured by Vader as bait for Luke.

Evolution
EMPIRE is a slow film, especially in comparison to its predecessor, but it really hits hard in its later scenes in Cloud City when the heroes are captured by Vader, Han Solo is frozen alive in a block of carbonite to be delivered to Jabba, and Luke finally faces off against Vader to a famous conclusion.  Luke finally gets to fight Darth Vader face to face in the second film, and it's the most spectacular lightsaber duel in the original trilogy, much more aggressive and elaborate than the Obi-Wan vs. Darth Vader fight in the first movie.  The use of sound, color and cinematography combine to enhance the power of the prolonged fight which begins in the same carbonite freezing chamber where Han was frozen, beautifully lit with blue and an orange glow emanating from the floor and masked with vapor, giving Vader an ominous, darkly shadowed appearance where he stands waiting for Luke.  For a large portion of the fight, there is no orchestral score, enhancing the tensity of the fight with the perpetuating hum of the lightsabers, interrupted by the zaps of their collisions, and Vader's mechanical breathing.  Vader's breath is continually present, even when Luke cannot see him, and the audience is left to constantly anticipate is reemergence.  Luke is smaller and less powerful than Obi-Wan, clad in a tattered flight suit, sharply in contrast to the imposing figure of Darth Vader, tall and black with a flowing cape.  The fight carries from the freezing chamber to a walkway of the city, and out above the city's massive central air shaft, with Vader using the Force to hurl large objects at Luke, and both swinging blows that cut through rails and structures with spraying sparks.  The destructive impact of the lightsabers is emphasized throughout the fight, and although few viewers would expect Luke to be killed, the violence of this universe is ramped up considerably when Vader cuts through Luke's wrist, severing his hand along with the lightsaber it was clutching.  Of course, not too many people were expecting Vader's famous revelation:
"Obi-Wan never told you what happened to your father."
"He told me enough! He told me you killed him!"
"No, I am your father."
Cue the slowed Imperial March as it sinks in.  I wasn't there and didn't experience it, but it's interesting that there was some debate over whether Vader was telling the truth, because there seems to be little doubt from the perspective of the movie itself.  The revelation is allowed to sink in and reverberate through the remainder of the film as a wounded Luke deliriously moans "Father? Why didn't you tell me, Ben?", and the final scenes, as Luke's severed hand is replaced by a mechanical one, draw a comparison to Vader.
The change in director from Lucas to his old professor from USC School of Cinematic Arts, Irvin Kershner (Ermahgerd! Irvin Kershner!), is not especially apparent, because the purpose and interests of this film, primarily set by Lucas, are so different from the first film.  It is more psychological and intimate, sometimes for better, sometimes to its detriment, and while the scope of the sequel is much more limited than that of its predecessor, visually, it's much more elaborate.  The budget of EMPIRE was almost double that of STAR WARS, allowing for even more ambitious spectacle like the early battle on Hoth, which pits the Empire's towering AT-AT (All Terrain Armored Transport) "walkers" against the Rebellion's cool, tiny snow speeders.  The snow speeders have a really cool design, but in the long shots using composite work, they're one of the more dated effects of these films.  The AT-ATs, on the other hand, still look excellent, animated in stop-motion by Phil Tippet, along with the more flawed, but nonetheless impressive lizard/llama/bighorn sheep-mixing alien beasts of burden, Tauntauns.
The most impressive effects sequence in the film is the chase through the asteroid field, with free-floating space rocks of varied sizes that the Falcon and its TIE fighter pursuers maneuver through, along with a nice shot of a TIE fighter hit and spinning out of control as bolts of electricity wrap around it before it's exploded against an asteroid.
Although similar ground had been laid by Chewbacca, an over-sized being covered in hair who only speaks in bestial sounds, Yoda, essentially a Jim Henson Muppet, is a big leap for the Star Wars universe.  Yoda is in very sharp contrast to Obi-Wan, the old Jedi sage comparable to the wise old wizard of fantasy stories.  Yoda is small, goblin-like and eccentric, with a voice like Grover's on Sesame Street, and when we're first introduced to him, he's already testing an unaware Luke, basically messing with him to try his patience, and he's really funny.  But after he's revealed as the greatest of the Jedi Masters, far from what Luke expected, he takes on a creepy edge crossed with a zen-like center.  The puppetry is excellent, and Frank Oz makes the character funny and endearing, but what really make Yoda is the in the writing.  He's a very strange variation on the kung fu zen master of martial arts films.  Yoda doesn't speak merely in wise platitudes for motivational posters; he's a little kooky, a little creepy, but there's also a warmth there.  The best known Yoda quote is "Do, or do not. There is no try," (which, by the way, sounds nice, but is it true?), and it's become a cliche.  After Luke is unable to use the Force to lift his X-wing out of the bog it has sunk into, Yoda counsels him: "Size matters not. Judge me by my size, do you? Hmm? And well you should not. For my ally is the Force, and a powerful ally it is. Life creates it, makes it grow. Its energy surrounds us and binds us. Luminous beings are we, not this crude matter."  Put that on a refrigerator magnet.
As mentioned previously, Star Wars is a fantasy series, rather than the sci-fi genre that it is sometimes mislabeled with, and EMPIRE has the feeling of an '80s fantasy film, combining Merlinesque mysticism and strange monsters in more ambitious themes and effects than its predecessor.

Flawed
For a great many Star Wars fans and other such movie buffs, EMPIRE is looked to as the pinnacle of the series, surpassing the original in darkness, and in emotional and psychological complexity.  In those respects, it's undoubtedly superior to its predecessor (although, "darkness" is not in and of itself is not an advantage), but taken in its whole against the original as a whole, EMPIRE is a weaker film.  It must be noted that the films have distinctively different objectives, but where STAR WARS is concise and cleverly contained while also developing a whole universe bursting beyond the margins, EMPIRE has an imbalance between its sprawling psychological and emotional interests and a thin, slightly disjointed narrative.  The dual story lines of Han, Leia, Chewbacca and C-3PO evading the Imperial fleet and Luke training with Yoda are independent of each other and each seem to be following a slow track for the full middle third of the film.  However, when the two story threads are entwined at the final third, the payoff is solid and subversive, as Luke, in his rash effort to control his circumstances rather than himself (perhaps the central point of the entire Star Wars saga), attempts to rescue his friends and instead stands in need of rescue by them.  It's more mature, more sophisticated, but it's not independently successful like STAR WARS and occasionally lumbers through the minimal amount of story in service of its more potent themes.  EMPIRE is by no stretch a bad film, but against one of the most unified, precise adventures ever committed to film, its storytelling clockwork is a little bit rustier.
More troubling is the demotion of Leia, in the previous film as great a feminist hero as Hollywood filmmaking has ever delivered, now rendered the shrewish love interest of the series' most macho hero.  Han Solo is a treasure of a character to be sure, but EMPIRE capitalizes on his popularity at the expense of Leia, who becomes a motivation in Han's story.  Their relationship is pitched as a screwball comedy, Tracy-Hepburn interplay, but either Lawrence Kasdan's dialogue is failing to capture the essence of the original Leia or Fisher can't meet the demands of that role, because poor Leia is sold short by the sequels.

Special Edition
For whatever reason, EMPIRE is the least altered film of the trilogy in its Special Edition and subsequent cuts.  Back in 2007, Lucas deemed it his least favorite of the series, perhaps to troll the fanboys who've been so unsparing in their backlash towards him since THE PHANTOM MENACE, or maybe he meant it sincerely (his understanding of his own early work has appeared bizarrely skewed from the popular consensus during the latter part of his career), but regardless, it would seem there isn't a whole lot that he feels requires further alteration.  Most of it involves visual effects and audio touch-ups rather than whole new additions, although there's extensive CGI details of Cloud City's environment shown through windows which make those scenes feel less sterile and claustrophobic, which is fine, although a fly through of a "cloud car" feels flashy.  One really weird, frivolous change involves new footage of the wampa, shot specifically for the Special Edition 1997 re-release, played by an actor in a suit to show the monster full-on rather than in the impressionistic fashion of the original version.  The result of intercutting this new footage with the old footage of Luke, but without having Luke and the wampa ever appear in the same frame, is cheesy.  The scene in which Vader contacts the Emperor via hologram is also a notable alteration, replacing the original's somewhat undefined character (Elaine Baker with superimposed chimp eyes and voice dubbing by Clive Revill) with Ian McDiarmid, the actor who went on to portray the character in all the following films, however, in the new footage, filmed alongside REVENGE OF THE SITH, the Emperor's makeup design is markedly different than as he appears in JEDI.
These alterations are generally less offensive than anything done to STAR WARS or RETURN OF THE JEDI, but in some versions of EMPIRE, a prolonged scream has been added to Luke's fall through the Cloud City air shaft, totally undercutting the drama of that moment.

Morality
Although the moral dynamics of STAR WARS are more complex than they're usually given credit for, the moral complexity of the original trilogy really comes to light in EMPIRE.  The film pulls the rug out from beneath the audience's feet and muddies the waters with dark revelations of our heroes' frailties, and foreshadows dark things for Luke.  In the central theme of learning to letting go and controlling oneself according to the will of the Force, EMPIRE emphasizes the darkness of Luke's fate if he does not achieve this core aspect of Jedi teachings.  On Dagobah, as Yoda trains Luke, they arrive at a grotto, of which Yoda informs him, "That place is strong with the dark side of the Force.  A domain of evil it is."  It's an interesting notion that's never explored further in the series, that specific locations may have a concentrated light or dark presence of the Force, but regardless, the grotto has a hallucinatory effect on Luke and causes him to see Vader, who he decapitates easily, but when the mask on the severed head bursts open, it reveals Luke's face within; a moment that initially seems cryptic but is almost entirely unambiguous.  At this point, it has not yet been revealed that Vader is Luke's father, but the scene serves a dual purpose by foreshadowing that revelation and suggesting what the future holds in store for Luke if he continues on his path of impatience and reckless heroism, while in turn, Vader's revelation also doubles as further reinforcement of that possible fate.  An interesting point that also hints at the pervasive threat to Luke as he grows more powerful is held in the primary attire he wears for each film, progressing from a white tunic in STAR WARS, to a gray flight suit in EMPIRE, and ending with a black tunic in RETURN OF THE JEDI.
Although EMPIRE lacks a true conclusion, it is not a cliffhanger so much as it is a game-changer (for further elaboration of this concept, see StoryWonk's Star Wars and Story podcast on iTunes or at StoryWonk.com), having reset the pieces and the stakes for Luke's story.  It's now a story of father and son.  Through the entire course of the movie, Vader is pursuing Luke with total single-mindedness, which, outside of the now well-known knowledge of the coming twist, suggests that Vader recognizes Luke as the most powerful figure in the Rebellion and is intent on destroying him, literally or symbolically.  It isn't until near the movie's end that we learn that Vader is not the traditional villain we took him for, and that his intent toward Luke is more complicated and intimately motivated than we supposed of which Vader was capable. 

Mixing Worlds
Flash Gordon
The entire concept of Star Wars is owed in part to the Flash Gordon film serials from 1936 as Lucas decided to make STAR WARS after being turned down to make a Flash Gordon feature film, and while Star Wars is significantly weightier than the Earth-born athlete's pulpy adventures in outer space, the series still pays homage in many of its elements.  Notable among these homages is Cloud City, similar to a flying city that played a prominent part in the Flash Gordon series, and the famous opening crawls that appear in every film in the series mimics crawls at the start of such serials recapping the previous installment's events.
Buddhism and Eastern Philosophy
The Jedi philosophy is heavily influenced by Asian philosophies and religions, while Yoda is based on the archetype of an old zen master, speaking in platitudes and unassuming in appearance before humbly revealing the considerable extent of his true powers.
WWII
In addition to the explicitly fascist aspects of the Imperial forces, Lando and Cloud City's struggles to remain a neutral party in the conflict only to be further and further imposed upon by an Imperial occupation resembles the plight of some European countries that attempted to remain neutral against the effects of the rise of fascism in the 1930s.

Top 5 of THE EMPIRE STRIKES BACK

1. Luke Skywalker vs. Darth Vader- Aesthetically, this lightsaber duel is the best in the original trilogy, beginning in the beautifully ominous blue and orange lit freezing chamber where Luke and Vader's silhouettes first clash, and becoming increasingly aggressive and messy as it carries out above the city's central air shaft.  It's the most technically elaborate and brutal fight of the original trilogy, culminating in an already distressed and bruised Luke losing a hand (how's that for a PG rating?) followed by Vader's infamous revelation.
2. Battle on Hoth- First off, the snowspeeders are just awesome, and second off, the AT-AT walkers (All Terrain Armored Transport) are just awesome, and third off, the whole scene is just awesome.
3. My Dinner With Vader- One has to wonder just how long Vader was sitting in that dining room in Cloud City before Han, Leia, Chewbacca and Lando showed up, but however long, it was worth it.  Plus, Boba Fett was probably off to the side with a bottle the whole time.  Oddly, this scene and the carbonite freezing are the only moments in the series when Vader even acknowledges Han Solo.
4. "Luminous Beings Are We"- Yoda's monologue: "Size matters not. Judge me by my size, do you? Hmm? And well you should not. For my ally is the Force, and a powerful ally it is. Life creates it, makes it grow. Its energy surrounds us and binds us. Luminous beings are we, not this crude matter."  
5. Asteroid Field- The effects for the scenes of Imperial ships pursuing the Millennium Falcon through an asteroid field are still impressive, especially considering they were produced in a pre-digital age, and the elaborate camerawork gives no sense that the filmmakers were limited in their vision.

Bottom 5 of THE EMPIRE STRIKES BACK

1. Leia's Not as Awesome Anymore- Leia is such an amazing character in STAR WARS.  She's a commanding presence, astute and cheeky with both her captors and her rescuers, and yet knows the right things to say at the right times.  The development of romance between Leia and Han is the natural course to take, but EMPIRE picks sides in this, allowing Han to be the charming scoundrel as he should be, while reducing Leia to an obstinate vixen who tags along primarily as part of Han's story, rather than an active player in the narrative herself.  Lame.
2. Pacing- EMPIRE is undeniably a better movie than JEDI, but sometimes I'd prefer to watch the inferior film because it moves at a faster pace.  There's a lot of emphasis and re-emphasis of themes, and some restructuring, but EMPIRE is a relatively cold film in the series that moves through a very little story at a slow pace before ramping things up at the final third.
3. C-3PO- Are there people who think C-3PO is the better half of the duo of himself and R2-D2?  If so, those people are probably sickos, because C-3PO is a dick (the darker side of little Anakin's personality must have been acting up when he programmed the droid's personality), and the decision to give him more of a spotlight this time around isn't terrible, but it's unfortunate.  Along with the characters on screen, I mostly just wish he'd shut up.

Just 3 for now.  On the whole, it's a very good movie.