Set against the background of political conflict, Obi Wan investigates the source of an assassination attempt whilst Anakin and watches over Padme.
The film starts interestingly, with some scenes of mystery and intrigue that hook the attention. Unfortunately, it slows down in the middle with some unnecessary sequences and others with too much static dialogue. When spectacle does occur, it is mostly good, but nothing interesting links them together other than characters blandly talking. However, it finishes strongly with exciting moments and a big nod to what is to come.
Overall, the plot is better than Episode I, but the mistakes made in the previous film hurt Episode II. Count Dooku is introduced as a new villain, but as good as Christopher Lee is, you can't help but lament Darth Maul's absence. It was a missed opportunity to give his character more contribution to the story. Lee's presence always feels like a reaction to fill a void, particularly as his character was never referenced in Episode I.
That said, the climactic lightsaber spectacle is noted for showing Yoda in action for the first time in the franchise. It's spine-tingling as you see him limp to centre stage and then explode into action. Unfortunately (and I hate to be a killjoy again), the timing is off. It would have been better to wait for Episode III to make his duel with the chief villain more special.
A big positive is the sequence of events shown on Tatooine with Anakin, his mother and the Sand People. This is a pivotal moment in his character arc and is done exceptionally well. The dialogue between him and Padme, where he confesses his actions could have been better, but it is thankfully lifted by another masterful John Williams composition.
The films of George Lucas have been widely criticised for bad dialogue, and not without merit. The romantic scenes in Attack of the Clones are now infamous for their lack of chemistry and poor dialogue. It probably didn't help that Episode I showed Anakin as a child and Padme as a young woman. If they'd shown us a distinctly more mature and emotionally strong Anakin, perhaps we could believe there is an attraction, but he behaves like a creepy, spoilt teenager, lustfully gawping at the first girl he's ever seen. Soon, they find themselves in a sequence of tranquil locations where nothing else actually happens other than bland dialogue over picturesque backdrops. This also hurts the pacing of the film as everything slows down for these scenes to play out. What Lucas should have shown was Anakin and Padme going through something interesting together, then let their love develop out of that. Hayden Christensen and Natalie Portman are good actors, but unfortunately have poor material to work with.
Other performances are good, particularly Christopher Lee, Frank Oz, Samuel L Jackson, Anthony Daniels and Iain McDiarmid.
The special effects are epic and all you would have wanted the Clone Wars to be. The scenes on Coruscant are a welcome change from the type of backdrops seen in the previous four movies.
Much like The Phantom Menace, there are some inspired moments, but Attack of the Clones was another wasted opportunity.
