The Phantom Menace was a disappointment. There was a lot of potential, and it did a lot right, but it failed to live up to the standards set by episodes 4, 5 and 6. Attack of the Clones was similar - it had a lot of the feal of Episode 1, there was still a poor script, stilted dialogue and excessive eye-candy, but it managed to pull it off,a nd let you leave feeling invigorated and glad to have spent the time watching it. We are not talking a masterpiece of cinema here - the flaws are many and blatent. We are talking a good fun action romp which will appeal to lots of people
So - what do we have: A story of political intrigue. A cyberpunky spy thriller. A love story. The tale of a boys descent into evil. And a Star Wars film. That is an awful lot to fit into one film, and it doesn't quite work. But it does mean even if one bit is boring you, you can be watching a different movie within a few minutes. My only worry about those bits which seem like Star Wars is that they almost seem to be parodying (or at least extending the cliches of) Star Wars rather than trying to innovative or different within the same boundaries. There are a couple of set up jokes (one character says something at an early point in the film, they make a reference to this later, thus being funny), but they don't work, the set up doesn't have any emotional importance which means the followup doesn't provide a good backlash. C3P0 and R2D2 do nothing new, and seem to be more cartoon-cutout than before. Which is a shame, because they could be used better without diluting their purpose. On the bright side, we do learn that all robots have an industry standard head connector interface (which is useful to know).
What makes the film good? The action sequences. They are new, they are well thought out, they show innovation. They don't suffer from poor dislogue because frankly, it isn't whats being said, its how people are waving their lightsabers that counts. There is some good acting. Euan Mcgregor continually outshines many of the lesser acters. Samuael L Jackson actually makes you forget that he is talking to a computer generated replica of a muppet. And Portman looks quite cute and quite a bit like Liea - which is probably all she was asked to do. I suppose being asked to play Anakin is pretty much the same as being told "You are a bad actor" so we shouldn't complain there. The surpise was the Kid playing Jango's son - he did his part really well - I hope he turns up in the next film.
Overall it is the lightsaber fights which save the film - especially the Yoda scene (I'm envisioning a whole series of 3D Sonic the hedgehogesque yoda games.) The foreshadowing is _really_ heavy handed. It would be interesting to watch from the point of view of not knowing what was going to happen to see how it would work - but that isn't what I was doing, and its only my opinions that I can grade the film on. So its 4 purple lightsabers out of a possible 5. And that is probably overly generous