3. Great new villains
Sure, nobody beats Darth Vader. That was pretty much a foregone conclusion before we even saw the prequels. Still, there's something to be said about the new villains. Darth Maul might have been a simple puppet to the future Emperor Palpatine, but he sure was a pretty kick ass pawn. On the flip side, Count Dooku was the one bright spot in Attack of the Clones, not because he was a colorful grunt, but because he was brilliantly acted by Christopher Lee as a fallen Jedi who becomes a feared Sith Lord.