Immediately after I saw "The Phantom Menace" in theaters, I became a apologist for the film. I did my best to convince myself and others that it wasn't really that bad of a movie. Time has passed and I realized that is was really that bad. When "Attack of the Clones" was released I enjoyed moments, but found the whole thing to be lacking. When I revisited this movie on DVD most of what I liked in the movie decreased with the shrinkage of the screen. For example, the chase on Coruscant was no longer thrilling. It was extremely long and lacking the exhilarating feel that the music and visuals are going out of their way to sell.
This film suffers from many of the same ailments that "The Phantom Menace" suffers from: badly handled exposition, weak acting, horrible sci-fi names, countless shots of ships landing and taking off, a rough script and Jar Jar Binks. What I want to focus on is the dialogue, one of the key points that really damages this film. Simply put, this movie has the worst lines in the trilogy. Obi-wan chiding Anakin and the "humorous" dialogue between them during the chase on Coruscant is truly wince inducing. The banter of "A New Hope" is clearly missing here, but what we have instead isn't a substitute. It tries way too hard to be funny and doesn’t flow in any natural way.
Of course the worst offenders are the romantic scenes. Lucas could have and should have avoided all the talky stuff and gone with a more obvious physical attraction and wordless dynamic between Padme and Anakin (this would require some chemistry in these roles and the cast didn't seem to have much of that). Instead he overlays the feelings with heavy handed and poorly worded dialogue. None of it sounds genuine - and that is a problem. Sure, this is Star Wars and even Han and Leia's scenes in "Empire" were not the pinnacle of romantic dialogue. But we had a definite physical attraction there. The words were playful and perhaps not natural sounding but at least sounded right from these characters. Padme and Anakin sound very forced and when Padme confesses her love to Anakin - well, I always end up laughing.
Not nearly as funny are C-3PO's string of horrid and groan inducing puns. The fact that these are supposed to be accidental puns makes it even worse. If 3PO is saying them on purpose - why? He's never punned before and never puns again. Why do it here? As I mentioned most of the "humor" in this film is very forced and weak.
Even Yoda doesn't escape the damage. For some reason, and it's probably just me, I can't stand when he says something to the effect of "Around the survivors a perimeter make." Yoda-speak got out of hand in this movie, causing some seriously goofy sounding lines.
After watching the film I usually come back to the same feeling. This movie feels as long as "Phantom Menace" and just as painful. Some think it is an improvement over the previous film, but I think the dialogue ends up damaging the few good battle scenes we do get. Is there anything good about this movie? Sure, the visuals are still top notch and paint an amazing series of worlds and characters. The final battle scene is great popcorn for those who love lightsaber battles and lots of mechanical ships and walkers stomping around.
But you are saying "If you hate it so much, why do you watch it?" Well I've got a Rifftrax for it, and it makes it actually fun to watch. And I'm a Star Wars fan deep in my little black and bitter heart. I enjoy the original trilogy a great deal, I just wished these prequels measured up. You know you've got a problem when the Lego video game version of the story is better than your movie.