It is generally acknowledged that The Empire Strikes Back is the best of the six Star Wars movies. I was watching it over the weekend and examining why it is better.
The cheap shot answer is that George Lucas let someone else write and direct it. That isn't fair to Lucas since he was co-writer and was looking over the shoulder of director Irvin Kershner.
One thing that really stands out every time I see this movie - it is gorgeous. set design, lighting, and cinematography combined to make a really good looking movie. All of the Star Wars movies use different pallets for different worlds but this goes a step further. Several of the rooms of the floating city have their own feel - the diffuse sunset-like lighting outside, the red lighting in the freezing chamber.
A big factor in the movie's success is the simplicity of the climax. The first two movies, this one and the original Star Wars (later renamed A New Hope) have very simple climaxes. Star Wars has the space fight to destroy the Death Star. Two groups of fighter pilots are making passes at a small target while being fired on. They go one at a time, each failing until Luke Skywalker (with cover from Han Solo) succeeds.
In The Empire Strikes Back, the climax is the lightsaber fight between Luke and Darth Vader. It is divided into three parts, each with its own feel. The first part in the freezing chamber establishes that Luke can hold his own. In the second part he finds that he is outclassed after all and in the third part he is disarmed (literally) and defeated.
Compare this with the other four movies. Starting with Return of the Jedi, Lucas decided to top a space fight and a lightsaber fight by doing both at once along with a third fight involving Ewoks. More is not always better and having three fights going on at once keeps the viewer from getting as involved with any single fight. This works against the movies. The other three movies follow this format instead of that from the earlier movies.
Similarly, Lucas no longer had to worry much about budget constraints so he could throw anything on the screen that he could imagine. Often this was too much. Attack of the Clones featured a fight between Count Dooku and Yoda. While impressive, the two moved so fast that it was difficult to see what was happening. The slower fight between Vader and Luke was more engaging even if it was technically inferior.
Finally, Empire featured Vader as the classic villain he is. He was one of the most memorable characters in Star Wars but in the original movie was was subordinate to Admiral Tarkin. In Jedi he was subordinate to the Emperor. Empire was the only movie where Vader acted alone.
This was also Vader at his most merciless. He strangles anyone who fails him. He tortures Han. He cuts Luke's hand off. He deflects blaster fire with his hand. The first movie left audiences wanting to see more of Vader and this movie delivered.
In the Return of the Jedi, Lucas was setting up for Vader's eventual reformation so Vader was much more subdued. He didn't kill anyone. The Emperor filled in as lead villain but was not as compelling as Vader had been.
In the second set of movies, Senator (later Emperor) Palpatine was a presence but he could never replace Vader. The mostly silent Darth Maul was more energetic than threatening. Count Dooku, Count Grievous, and the Trade Federation never approached Vader's level of villainy.
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