http://filmforce.ign.com/articles/359/359431p1.html)
"As much as one wants to like AotC, it is the cinematic equivalent of that problem child we've all encountered at some point in our lives: no matter how deserving of love we may intellectually sense them to be, emotionally, it's really tough to like the kid because he or she is such a jackass. Episode II is a rudderless movie filled with non-acting from great actors, uneven pacing, inconsistent visual effects (some are wondrous, but many still look artificial and cartoony – I don't understand why most of the backgrounds in this "galaxy far, far away" look like they're drawn by sub-par students in some community water color class), all driven-on by clunky exposition and an unbreakable heart of stone. This movie is a zombie: it is alive, but it has no life."
"There are two primary factors fueling this anomaly. Firstly, and what few people realize, is that the generally-preferred Episode IV - A New Hope (the "original" Star Wars movie) and its sequel (Episode V - The Empire Strikes Back) were profoundly impacted by individuals no longer working with Lucas. One of them was a man named Gary Kurtz, who produced American Graffiti and the first two Star Wars films. "
"The prequels would have a different perspective as well: Episode I, for instance, was originally slated to be about The Clone Wars, and the formation of the Jedi Knights. A very different landscape, embracing a very different kind of storytelling than ultimately came our way. A kind of storytelling abandoned by Lucas in-favor of more self-indulgent, less daring whim. "
"The film's central focus – the "romance" between tediously-dull Padme (Natalie Portman) and desperate lapdog Anakin (Hayden Christensen) is stilted and undefined. A friend asked me why...if Anakin is such a punk-ass, volatile twerp...someone as refined as Padme would fall in love with him. And, you know what? I couldn't answer that question, because the chemistry is not on-screen, and it really makes no sense whatsoever given the information we have to work with. I guess it had to happen in order to get Luke and Leia conceived, but that's not a very good answer to a question which shouldn't have arisen to begin with. In the original trilogy, we immediately understood the attraction between Han and Leia, and instantly felt the dynamic which pulled them together. No such luck between Annie and Padme. "