Hey ben! I've just watched the video.

First the nitpicky stuff:

Well, there is obviously some work to do sound-wise. Especially in the last part the voices are a bit low and not too well blended with the new background sounds and musical score.

The colors are overall much of an improvement, but seem to be - as previously said - a bit washed out. But overall I really like the style you want to achieve with this, it does it job, just could use some little tweaks.

The good stuff:

I REALLY liked the video. It lacks technically a little, but it's obviously still a work in progress... So overall it's good stuff. The scene in which Padme confesses her love to Anakin is an improvement upon the original and the new music works much better.

When they ride into the arena the new music and editing seemed to add a new tension that was lacking from the original and added some new weight to the scene.

Consensus:

Great concept, great execution! Good job, bro. Altogether I'd rather get rid of the whole scene but that's virtually impossible... But you improved A LOT on it and I might even start to like it now ... :p