Dir: George Lucas
On the one hand, Star Wars Episode 2 is a big improvement over its immediate predecessor. On the other hand, how many films are worse than Star Wars Episode 1? I doubt you have to be able to count much higher than my 4 year old niece can to tell me.
Attack of the Clones picks up the story a decade after the end of The Phantom Menace, and finds Anakin (Now played by Hayden Christensen) as a brilliant but disobedient student to Obi Wan Kenobi (Ewan McGregor). Former queen Padme Amidala (Natalie Portman) has served her two terms in that position (because, again, that's how monarchy works) and is now a senator (appointed by the new queen, rather than elected, because that's how democracy works). There have been several attempts to assassinate Padme, so Obi Wan and Anakin are tasked to protect her, with Obi Wan pursuing a bounty hunter and Anakin staying with Padme as security. Obi Wan discovers that armies - one of droids and one of clones - are being built by opposing factions in what seems likely to become a civil war for control of the Republic, and raises fears that a Sith lord may be controlling events in the senate.
While an improvement over the previous film, Episode 2 does share many of its problems, especially in the far weaker first half. When the film divides, one story following Obi Wan, the other Anakin and Padme, it essentially becomes two different films; one is actually reasonably entertaining and solidly structured, the other is tedious, features some of the worst dialogue you've ever heard, and eventually advances the plot in ways that simply don't ring true given the narrative.
Obi Wan's story is by far the better of the duelling Jedi arcs. It starts with an investigative slant, as Obi Wan gets clues to where the bounty hunter came from, then searches out a star system that seems to have been deliberately hidden from the Jedi, before ending up in a pretty solid fight scene between Obi Wan and Jango Fett (Temura Morrison). Ewan McGregor still has to contend with George Lucas' terrible dialogue, but he seems much more at ease than he was in Episode 1, and has grown into the character somewhat, rather than just doing Alec Guinness karaoke this time round. It's by no means perfect, but it's an effective use of the character, and has a forward momentum that Anakin and Padme's story desperately needs.
The clue that the Anakin and Padme story is going to make painful viewing - and not in a good way - comes early. When they are reintroduced Padme tells Anakin that he's grown, and he replies 'So have you, grown more beautiful I mean'. This is just the beginning of the unintentionally creepy and supremely awkward romantic dialogue. The romance between these two fails on so many levels, but it's made worse by the fact that you remember how wide the age gap seemed in the previous film. When Episode 1 was shot, Portman was 17 and Jake Lloyd 9, it's a reasonable assumption that the characters are the same age. When Attack of the Clones was shot both Portman and Hayden Christensen would have been 20, and both look it, if anything Christensen looks older. This makes the continuity strange, but I still can't get out of my head that the context that Padme knows Anakin in is as a little kid who had puppy dog eyes for her (his clanging 'are you an angel?' is one of the worst lines in the saga). Even before you get into how creepy Anakin is and how badly the romance is developed it just doesn't feel quite right.
Of course during all this Anakin's turn to the dark side has to be developed. Lucas has the character searching for his mother, which makes sense, and when he finds her, kidnapped and dying, Anakin slaughters an entire village. It doesn't work. This is because to this point the 'signs of darkness' have largely been that Anakin is a stroppy and immature teenager (there's a real Kevin the Teenager feeling when he say 'it's not fair' to Obi Wan), and even with significant provocation like this you don't buy that he's far enough down a dark path to murder children in cold blood. This further undermines the romantic angle, because he confesses to Padme - who has a real feeling of being representative of the side of good and light - and she seems to simply shrug it off.
Of course the screenplay and George Lucas' Tab A into Slot B approach to direction are largely to blame for how the Anakin / Padme storyline is alternately dull and laugh out loud awful (the abysmal 'I don't like sand' speech is perhaps the stupidest romantic dialogue ever written), but it's not as though Portman or Christensen help. Portman is just as wooden as she was in Episode 1, plodding through the romance plot with little enthusiasm, but here she has the benefit of acting next to Hayden Christensen, who reads every line as if it's the first time he's seen words and has no care for inflection or emphasis.
The second half of the film brings the two storylines together on Geonosis, and things largely improve from here. The dialogue still clunks, Christensen is still awful, and Padme's confession that she returns Anakin's love comes out of thin air, but there are compensating qualities.
The film's major setpiece finds Obi Wan, Padme and Anakin about to be executed in a coliseum on Geonosis, leading to a long and largely excellent action scene. It's not perfect, the CGI that dominates almost every frame of the film is at its most prevalent in this sequence, and it can look unreal, especially as CGI ages, to my eyes at least, far worse than practical effects. There are many creatures in the film that feel plasticky and many instances of characters not seeming that well integrated with the background (Obi Wan in the speeder at the start of the film), but despite these issues the coliseum action scene is well designed and shot. The sequence has a solid structure, almost unfolding as a mini three act drama: first the three captives fight against the creatures set on them, then Samuel L Jackson's purple lightsaber wielding Mace Windu and his Jedi show up, then Yoda and the clone army end up saving them. It's a strong build and throughout the action is frenetic but exciting, and you always have a sense of what is going on where. The only major downside to this sequence is the irksome comic relief with a punning C3PO.
Of course the second half of the film isn't immune from being stupid for long. The battle between Christopher Lee's Count Dooku and first Obi Wan then a dual saber wielding Anakin is, despite the odd ropy bit of CGI, pretty solid stuff, and the two lying injured would be a great image on which to segue to the film's rather dark wrap up, but no, for it is fan service time. The ways in which Yoda fighting a lightsaber battle is stupid are too numerous to go into, but what really makes it irritating is how entirely pointless the sequence is. It adds nothing to Yoda's character, and really only takes away from how broken the Jedi should be at this point. It was cool for about 3 seconds at the cinema, but then you realise how idiotic it is.
On the whole, Episode 2 is much more of a mixed bag than the catastrophic Episode 1, but that's not the same as it being a good, or even really an average film. The flaws are chasmic, the dialogue calamitously stupid, to the point that it undermines the story the film is attempting to tell, and while the film has a few strong moments, it never coalesces into something that is good as a whole. It's a film made for judicious use of the fast forward button to get to those cool moments.