I was hoping it would be second to Empire but it's not even as good as Jedi. But saying that I think it still blows Phantom and Clones out of the water. People in the theater were laughing at the Emperor's disfigurement and I think he looked like Quentin Tarantino after he becomes a vampire in From Dusk til Dawn. THe Frankenstein scene was also pretty chees. I guess the issue is the parts that were supposed to be serious came off rather poorly and were funny and it killed the little suspense that could be built up because we knew what was going to happen. As far as R2 goes, I was thinking he could have get messed with by the Jawas in A New Hope and he does get beat up quite a bit in that movie.