The second film in the prequel trilogy, and my 3rd or 4th time viewing it, my opinions on it are roughly the same as my other viewings. It is not as bad as the previous film the Phantom Menace, but it still is a far cry from a decent Star Wars film. What props Episode II up over Episode I is the inclusion of several new characters and actors such as Count Dooku (Christopher Lee) and Jango Fett (Temuera Morrison), which help elevate the film over it's predecessor. Some of the returning characters and actors also help elevate the film as they either have improved from the last film, like that of Ewan McGregor's Obi-Wan, or simply appear more in the film than previously, such as Samuel Jackson's Mace Windu and Frank Oz's Yoda. The CGI in the film is improved from the previous, though there are still points in which you are taken out of immersion due to the contrast between real life actors and CGI backgrounds or characters. However, this is generally where the positives end. While all of the points above sound great and make one think that the film should hold a much higher rating than the 2/5 stars I have given it, the problem lies in the writing, the core of the story, and the wasted potential of the film. The movie is messy to put it simply, the main driving force in this film is the development of Anakin's feelings for Padme and her feelings for him. You are supposed to see the two slowly fall in love and form a bond so strong that even Jedi vows can't tear them apart, you are supposed to see Anakin's slow descent and drift away from the Jedi Order and toward the emotional Dark Side. However, the film horribly fails to convince you of any of it. Even down to the barest level of emotion, the writing team does a poor job developing the characters. Anakin comes off as a whiny, brat with a down right creepy fixation for Padme. There are scenes in which Anakin (played by Hayden Christensen) literally looks like a stalker. On the flip side, Padme is supposed to be falling for him, you should see the love and chemistry start to flow between the two. But Padme only ever looks like she is uncomfortable and creeped out, she never seems in love. So when the climax between these two occurs and the love is let out into the open air, you just simply don't believe it. Couple that with the cringe writing (I'm sure we all know about the "I hate sand" comment), you get what feels like a romance movie that was created by a middle school student. There is so much wrong with this movie that, while I did find myself enjoying Count Dooku's presence, Mace Windu and Yoda actually doing something, and Obi-Wan improving as a character, it is such a small batch of positives that can't outweigh the horrid writing and travesty that was supposed to be the main plot point of the film. Next up in my Star Wars chronological list will be the Mace Windu comic and the Clone Wars television cartoon. I have heard excellent things about both and sincerely hope that they are leagues better than... whatever it was this was supposed to be.