It starts with a bang and Does.Not.Let.Up.At.All. The CGI is awesome, and -honestly-doesn't jump out at you. The dialogue still sucks....but it's better than before. Lucas must have gotten someone to help him write it - some of the scenes are still dorky, but not *near* as bad as before.
But - if you haven't seen the Clone Wars Cartoons, you will be a bit confused. It starts at the exact point the cartoons leave off - and doesn't go back to explain *anything*. Anakin is a Knight now, not a Padawan, and that isn't made clear (except his braid is gone - but how many non-fans will notice that?) Grevous mentions in passing who trained him, but again - it moves *so* fast you can miss it.
In fact, that's really my only complaint - it moves too fast. The fight scenes rock - but it's so fast all you see are the blurs of the blades. Grevous is awesome - but again, if you haven't seen the cartoon, you won't understand why he coughs all the time.
It *is* dark, but the kids handled it ok. Himself only got scared when the newly christened Darth Vader entered the Temple (we have the picture book, and I've read it to them numerous times)....Herself got scared then, and when they landed on Mustafar. Lucas took the death scenes off-screen - you know what's going on, but you don't *see* it happening.
We loved it - *I* think it's the best of all 6. Of course, I preferred Jedi to Empire, which makes me weird, but - really. This one rocks. I'm trying to rearrange the budget so we can see it in the theater again. And again. And again.....(hey, I saw Jedi in the theater 17 times....gotta beat that record, no?)*eg*