Attack of the Clones is better than The Phantom Menace, but not as good as all the other Star Wars movies. Thats the biggest compliment I can give...
Anyway, lets finish this:
Star Wars Episode III: Revenge of the Sith
I've always thought this one was the best of the prequels. And it is. Many disagree as to what the best Star Wars movie is (although its nearly always either IV or V), but the opinion has always been unanimous: Episode III looks like Shakespeare compared to I and II.
And...its fact! Maybe you prefer I or II for some bizarre reason, but Episode III is by far the most well structured, well told, and well directed. Oh, its still badly directed. And scripted. But its WWWAAAAAYYYYY better than I and II. Its basically like II but without the bland romance and...you know...actually treating us like adults for a change! There are still clearly some tone shifts that are intended to stop the kids from being too frightened - like R2-D2 coming along with Anakin as he is about to brutally murder the Trade Federation, and C3PO being campy as ever saying "I'm starting to get used to this flying lark!" whilst Padme is brooding about how how her husband has gone completely nuts.
Like II, there is actual purpose and meaning. There are parts that are obligatory, such as Chewbacca appearing for no reason - or the entire sequence on Kasshyk (yeah, I've probably spelt it wrong. I dont care). Apparently, Kasshyk was originally going to be in Episode VI instead of Endor and the Ewoks. Since Wookies are much more badass than Ewoks, and we already have Yoda as the 'unlikely hero', I would've rather this happened - but maybe Lucas didn't want our only impression of the Wookies home-planet to be The Star Wars Holiday Special...
But, of course, this episode is essential viewing if you want to fully understand how exactly the Galaxy turned into Nazi Germany. Oh, dont act like you didn't make the connection! Genocide? Using your emergency powers to turn a parliament into a dictatorship? Persuading everyone your doing it for the benefit of your land, when really you want to rule the world/galaxy? Building an army in secret? Persuading everyone your the greatest thing since sliced bread when in retrospect its so unbelievably obvious your really messed up? Silencing everyone who discovers the truth? Someone paid attention in High School History class....
Its flawed. Obviously! Its a Star Wars prequel! And, here they are:
Spoiler (click to read)
Why doesn't Obi-Wan either kill or capture Anakin. OK, it makes some sense that Obi-Wan wouldn't kill Anakin, but why didn't he take Anakin with him - or at least stop him? He wins the fight, but he just leaves him just like "Well, I defeated him. Um...I'll just leave him to burn; my job here is done!" You DO know you've just left a powerful Sith Lord there, who will just return later. What was the point in confronting Anakin if you weren't going to stop him!?! I get that if Obi-Wan did kill Anakin there would be no Episode IV, but....really?
Secondly, why does Yoda do into exile? Aside from the fact he has to get to Dagobah somehow? He doesn't win or lose the battle with the Emperor. They are both knocked back - AND YODA RUNS AWAY!?! Go back and get him!! You were both evenly matched!! Grab your lightsaber and go back!!
Really? "NNNNNOOOOOOOOOO"?? REALLY!?! REALLY LUCAS!?!
And, if they wanted the Emperors identity to be an actual twist - they failed spectacularly. In The Phantom Menace, they pretty much say "LOOK!! THERE'S THE MASTER!!", in Attack of the Clones they're much more subtle - but here as soon as he's like "Have you ever heard of this story the Jedi have never told because its about a Sith Lord being awesome?" there is no shock. The big reveal is meant to be when Anakin considers killing him, but its not a reveal because WE ALREADY GUESSED!!
But, there is both the 'Jedi Purge' sequence and Anakin vs Obi-Wan. I would be lying if I said these scenes were not fantastic. Again, the Anakin vs Obi-Wan fight is like the Darth Maul duel in how the entire thing is designed like a video-game; to the point where the entire planet starts going haywire for no reason apart from the fact they hit some controls whilst duelling. Yep - its so epic that they almost destroy the entire planet whilst duelling. They actually have to stop the battle and take cover! Just like in the Darth Maul duel when they have to sit and meditate right in the middle.
So that's the prequels. They are unnecessary. They are inferior in every way to the originals. They are artless, but there is a little bit of enjoyment to be had.
The biggest problem is that its a factory. Its not like the original trilogy where George Lucas wanted more than ever to make this little pet-project he had been working on for a while. Its not a bunch of young men and women who want to create something people will remember. The prequels are just like any other modern blockbuster.
The only person who seems really passionate is John Williams. Some of his best compositions are in the Prequels. Heck, in scenes like where Anakin looks out of a window to Padme; the music is pretty much doing all the talking. The reason why the Darth Maul duel is so awesome is because of 'Duel of the Fates'; which pretty much invented the use of an epic Choir in blockbusters. Even the abysmally directed and scripted romance scenes in Episode II were improved by John Williams's sweeping score speaking louder than any of the dreadful dialogue. If you want any proof that John Williams is one of the greatest movie composers of all time, look at how he redeems the Star Wars Prequels. THAT is talent - making something mediocre worth your time.