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Warning: Minor spoilers ahead
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Episode II’s primary purpose is to set up the intrigue and explain the events that lead to the rise of the Empire (which we will see in the third and final part). In this, it succeeds beautifully and in a way that does give some action and interest to the characters and the storyline. Obi-Wan (Ewan McGregor) especially does a wonderful job in relaying the important facts and letting us discover them with him coming off as the most interesting character in the film. Others like Yoda, Mace Windu and Count Dooku seem more like throwaways - they could have been anyone with no depth in the way they were written.
The problem with the film I think is that there was simply too much to set up in one film - it would have benefitted from having one more segment (or perhaps one more hour per segment) allowed to tell the story giving us far more growth and depth to the characters. Seeing a little more of the raising of Anakin might have allowed us to understand his abruptness and cockiness in this one ....which the 6 hour total timeframe of the 3 films didn’t allow.
Anakin’s story isn’t as tightly integrated as I feel it could be - and while I’ve seen Hayden Christensen in other things and know he has acting ability, the direction he’s given here by Lucas makes him seem almost wooden...and a brat. Apparently, Lucas wanted him to play it the way he did...though I think a different feel for the character would have made us care about him far more. He comes off as being a victim in the sense of ‘pity poor me’ and a whiny brat that wants everything his way and turns to the Dark Side when Obi-Wan won’t let him have it. The development of the relationship between Anakin and Amidala is stilted and without the depth of emotion I think it could have held....possibly because Lucas wanted to relay the story as the fairy tale he’s always envisioned it to be.
Other moments are nice, but almost throw-aways and items that could have been told quicker to allow more screen time for other things. The death of Anakin’s mother could have easily been told by his return to Tatooine to find her grave, rather than the supposed emotional (which falls flat) moment of her dying in his arms. You do meet Owen Lars and find out he’s Anakin’s step-brother, but that’s about the best from the whole scene on Tatooine (other than giving Anakin a chance to brag in his old stomping grounds about being a Jedi). The supposed assistance of the children Yoda is training in figuring out the planet’s location was a nice visual...but Obi-Wan already had it figured out before he went there by noticing the effects of the gravity of the supposed non-existent system. A simple discussion with Yoda as to who could have changed the records would have sufficed.
All in all, Episode II is a worthy continuation of the story and I think it will shine best once you can watch the episodes in sequence in one sitting (I watched Episode I just before watching II the second time and enjoyed it far more). I do think it could have benefitted from a more experienced director (Lucas is a great visionary, editor and creator, but I’ve always thought his weakest area is directing) and from being overall longer. Though I haven’t read it yet, I have a feeling I’ll find the book far more interesting.
Out of a possible 5 stars, I give it: 
Your Opinions:
The reviewer is correct on most points [gee, thanks!] - the proportion of action to background was wrong - especially about death of Anakin's mother. Although the scene was necessary because the audience wants to know when Anakin "turns" to the dark side it was a bit too predictable. Also Anakin did seem too immature for someone the size of Johnny Weismuller - you wanted to scream "grow up" - how could anyone so petulant be chosen to become a Jedi? On the plus side Count Dooku appears to be a convincing villain, although it is unclear throughout who his real allies are - the movie leaves the viewer (this viewer anyway) with the suspicion that Dooku is somehow in league with the Republic and its President of the assembly.” -- Bryan O’Bannor
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