Much the same as Phantom Menace, Attack of the Clones has a lot of story we didn't know before in it. There's a lot of building up that we've always wanted to know about Darth Vader and the fall of the Republic. Lucas delivers on the special effects and amazing scenes in his usual vivid style. Unfortunately, he seems to have lost a step in his ability to direct actors. Most of the roles portrayed are rather flat. Anakin shows anger well, but not much else. I found it hard to believe that Padme was truly in love. Most of the parts end up like this, much as they were in Phantom Menace.
 What balances this out, is the rich visual and intriguing storyline. If you're not a Star Wars fan, you may not care so much about the history of Darth Vader, but it's a bit of facinating history. It seems Lucas didn't let anything slip prior to this episode: I've been wondering for awhile if the how-Vader-came-to-be that was told in Splinter of the Mind's Eye was going to be used. The fight scenes are very good, save that I don't like seeing Yoda as a superball. IF Yoda can move like that, then why the heck does he walk with a cane or use an anti-grav chair??

  On a whole different level, I noticed some interesting tidbits as to where Lucas got his design inspiration. Most of the new Naboo spaceships are straight out of the 1930's . The Trade Federation starships seem to be direct rip-offs of Overlord Dropships from Battletech, and there are several other such touches throughout the movie. I do like to see that fine art survives nigh-forever: There's a copy of Brancusi's "Bird in Space" in Padme's quarters on Corusant.

 Overall, I enjoyed Attack of the Clones, but I think Lucas needs help getting more emotion out of his actors, wether he intends these films for kids or not.