The story takes place ten years after the events of Episode One. Senator Amidala is coming to Corescant to meet with the Senate about the unrest in the Republic when her ship is attacked. Concerned for her safety, the Jedi Council assigns Obi-Wan and Anakin, now a Jedi padawan, to protect her. Tracing the attacks to a bounty hunter named Jango Fett leads Obi-Wan to a planet named 'Komino' while Anakin travels back to Naboo with Amidala.

Driven by haunting dreams of his Mother, Anakin and Amidala travel to Tattoine only to find out that she has been kidnapped by Sandpeople. Anakin searches out and finds her, only to have her die in his arms. Enraged, he kills all the sandpeople of the camp (hence why they ran away from Obi-Wan in A New Hope). Obi-Wan, meanwhile, has found that the bounty hunter is being cloned for an army that was made for the republic, which the Jedi Council was not aware of. Obi-Wan fights the bounty hunter and follows him back to another planet where the Trade Federation (from Episode I) and others are amassing forces to seceed from the Republic. Obi-Wan is captured after sending a message to Anakin. Anakin and Amidala come to the rescue, only to be captured themselves. They are put in a gladiator arena to die, which they do not do. The Jedis arrive and a massive showdown ensues. Outnumbered, however, they seem to have met their match until Yoda arrives with the Clone army that the Republic has decided to use. Massive Jedi ass-kicking ensues. Count Dooku, the leader of this seperist movement, tries to escape and is followed by Anakin and Obi-Wan. They fight him, but both are defeated and Anakin's right arm is chopped off (!). However, Yoda saves the day and proves why he is always regarded as a "great warrior". Thus begins the clone war.

First off, the movie is better than Episode I: The Phantom Menace. However, I will go so far as to say that I did not find The Phantom Menace as horrible as everyone else thought. It was drawn out at times, had an unremarkable lead child actor, and had annoying slapstick routines in the form of Jar Jar Binks, but it did have it's moments. AOTC manages to succeed in many ways that TPM did not. It has less slow scenes. It has better characters. It has less annoyances and stupid decisions on the part of the characters. It has less Jar Jar.

However, the film is not flawless. There are many different points that people have made about the movie, but these are the few that I see as real problems:

• Wooden acting in the romance scenes.

While I don't think it was as bad as most of the critics said it was, it could have been better. Perhaps it was because it was filmed on blue screen or perhaps it was to portray the fact that Anakin and Amidala were trying to fight their feelings, but either way it could have been written a tad better.
• Annoying slapstick routines.

Well, there is less slapstick in this movie compared to Episode I, but unfortunate gags still are in the movie. The first such incident is when Anakin is cruising through the sky traffic on Corescant and it shows drivers making stupid faces and yelling. These moments cut the action sequence up and feel very out of place. Likewise, in the end sequences there are scenes of C3PO getting his head detached from his body and onto a body of a combat droid. During this entire sequence, he makes bad puns left and right. Besides the fact that C3PO doesn't function with head severed from body in Empire Strikes Back, this entire sequence is not that humorous and out of place.
• Unneccessary Introduction of Characters

There is a certain point where you move from introduction of characters or details placed as reward for being a hardcore fan to complete fanservice. Unfortunately, Lucas has crossed that line. When Anakin goes to Tattoine and meets Cliegg Lars, it makes sense to introduce Owen to Anakin. However, to have Owen say "this is my girlfriend, Beru" is unneccessary. The prequels have been bogged down with Lucas' fascination to have all the characters meet as children, which seems pointless and unrealistic. Personally, I think the entire fact of having C3P0 and R2D2 in the prequels makes little sense, as later the characters that once adventured around seem to not know each other in the original trilogy.
• Irrelevance to previous movie's technology

If you have watched Enterprise, you'll know they that went to great lengths to have the technology look like a combination of current technology and the look from the original series. After all, you can't have Captain Archer running around with impressive cloaking devices or the like when Captain Kirk only had phasers and photon torpedoes. Episode I was pretty good in this aspect as well. However, from the opening scenes of Attack of the Clones, you get the feeling that George Lucas didn't care if he outstaged all the other movies. Corescant is a glowing neon city world with people that look and act like people do today. It's not neccessarily the worst thing to do, but it distorts the illusion of a galaxy far far away when Obi-Wan and Anakin enter a bar with what look like typical goths and club kids.