Let me just start by saying that Attack of the Clones is a 100 times better than The Phantom Menace.  Much as The Empire Strikes Back was a huge improvement on the original Star Wars, Attack of the Clones is bigger, darker and more complex than The Phantom Menace.  And, it actually has a plot and some semblance of writing.  Most important, Jar Jar is only onscreen for about 5 minutes and plays no important role.  Finally, Anakin Skywalker is not longer a cute little kid who can't act.
   The story starts ten years after the end of Phantom Menace.  Anakin (Hayden Christensen) is now a young man, finishing up his apprenticeship with Obi-Wan Kenobi (Ewan McGregor).  The Republic is drifting into civil war as thousands of star systems join a separatist movement lead by a former Jedi, Count Dooku (Christopher Lee).  The Supreme Chancellor (Ian McDiarmid) is playing both ends against the middle. On the one hand, he wants to raise an army to protect the Republic.  But on the other hand, as Darth Sidious, he has another agenda.  Meanwhile, the Jedi knights are hardput to keep the galaxy together.  The Jedi council is led by Mace Windu (Samuel L. Jackson) and, of course, Yoda (Frank Oz).  Queen Padme Amidala (Natalie Portman) is no longer queen and now represents the planet Naboo in the Senate along with fellow senator Jar Jar Binks (Ahmed Best).  Someone is trying to assassinate Padme so Anakin is assigned to protect her while Obi-Wan tries to track down her would-be killers.
     Attack of the Clones begins to tell us how the little boy of Phantom Menace turns into Darth Vader.  Like a typical teenager, Anakin is having problems dealing with authority figures.  He is haunted by feelings of guilt over leaving his mother.  She is still back on Tatouine.  And,  he is suffering from raging hormones whenever Padme is around.  Without giving anything away, by the end of Attack of the Clones, all of this has started Anakin down that dark road. Christensen is good casting.  He broods well and he has good chemistry with Portman.  She gets a chance to get out those queen clothes and fire a blaster with the best of them.  But watch for her ``Britney Spears" outfit.  Some of the dialog between the lovebirds will make you wince but the mushy stuff isn't so bad.  Portman even has her hair done a la Princess Leia in one scene.  Ewan McGregor is great as Obi-Wan and seems to be channeling Alec Guinness.  Samuel L. Jackson is amazing in any role and he makes you believe he is a Jedi.  I need to mention Yoda's performance because he is now completely computer animated. Frank Oz is left with only his voice.  Great effort has been made so that Yoda looks and moves as the old muppet did.  He seems quite different.  It's like meeting the real person after playing with a doll all these years.  At first it's a bit jarring but then it's fun. And Yoda can really move!  Christopher Lee is playing a character very similar to the one he plays in Lord of the Rings. He seems unchanged except for a haircut and changing his clothes from white to black. But then, all Fantasy including Star Wars is derived from Lord of the Rings.  Jimmy Smits also appears but I don't know why.  He doesn't do anything but stand around in a frilly collar.  Maybe he gets a bigger part in Episode III.
     But it's the action scenes that make Attack of the Clones so entertaining.  The pace of this movie is much better and things move right along.  In an early scene, there is an amazing aerial car chase reminiscent of The Fifth Element or Blade Runner.  And, there are two of the best battle scenes ever.  We've never seen more than 3 Jedi at one time before but here we have 20 or 30 of them fighting for their lives.  That battle ends in a surreal fashion like something out of Black Hawk Down.  And then there's Yoda but I will say no more.  Even when we are enduring bucolic scenes of Anakin and Padme out on a picnic, other scenes of Obi-Wan fighting Jango Fett (Boba's father) are intercut.  George Lucas seems to have lost some of his squeamishness about hurting anybody.  He sets the tone when he kills somebody off (no, not Jar Jar) in the first scene of the movie.  The whole movie is darker and like The Empire Strikes Back , nothing good happens to anyone in this film.  The Jedi are losing control of the galaxy.  Yoda is having trouble because ``the dark side clouds everything." Everybody is shot, slammed, clawed, light-sabered or generally beaten up by the end.
    There are lots of nice little touches that presage the original trilogy such as when we see younger versions of Uncle Owen and Aunt Baroo, and Boba Fett as a kid.  Plus, a chill goes down your spine the first time Anakin is bad and you hear the Darth Vader theme in the background.  And some of George's sense of humor is back too. In one scene where Anakin and Padme are kissing, the music swells and then suddenly grinds to a halt as she pulls away.  From what I've read, I liked Attack of the Clones more than most reviewers.  I think they are taking themselves too seriously.  It's not high art but it's a really enjoyable film to watch.  So let go and have fun.  And, you gotta see Yoda in action.