As a stand-alone movie, it isn't good, but as a setup for Episode III it isn't bad.

Rating: 6/10 (4 June 2002)

First off, let me say that Episode I was so bad I considered not seeing this movie (and I've seen and loved each of the original trilogy at least 6 times in theaters).
That being said, I took the time to see Episode II expecting to be disappointed. Well, I wasn't TOTALLY disappointed, but will say that it still is FAR from a good movie.
There's plenty of "brain candy" - overly long (and only mediocre computer generated) chase/battle scenes, ridiculously long and badly written "romantic" scenes (only saved by Natalie Portman's skimpy clothing), and plenty of third grade humor. Unfortunately, I don't like dishing out $7 for 2+ hours of this stuff - especially when I can get it for free with a TV combo of "Friends" and "Star Trek:TOS" (yes, some of the "special" effects were that bad, gang).
So what was right about Episode II? Well, I'm a big Star Wars fan, so I watched the movie for its undertones. And there are a few of them running through this movie. We get a feel for the causes of what will be Anakin's turn to the Dark Side, a peek at the future Imperial Army, motivation for Boba Fett, vulnerability of the Jedi Knights, ... and a few others (I don't want to list too many spoilers). All in all, these elements begin to put in place what could be a very dark and brooding Episode III.

Bottom line is that this is at best a fair movie, but it sets the stage for Episode III to be a very dark and enjoyable film.
Get the message Mr. Lucas?