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Rating: Null/10 (20 June 2011)

Some parts that didn't totally suck: The music. Through-out all three prequels the score is one area that's beyond reproach, of a standard clearly above the actual films. It supplies most of the emotion when dialogue and characterization doesn't. The primary theme of AOTC is no different, providing the kind of sweet melancholy a doomed love affair requires with an epic scope for the backdrop of war. It's incredibly beautiful and heart-achingly sad. Brief moments of tenderness caught on the battlefield as an even greater shadow looms- that's Across the Stars.
The twilight chase through Coruscant's underbelly, all glittering skyscrapers & flying cars, a maze of never-ending cityscape scrolling past at full speed, so much to digest you want to pause the disc and investigate every detail. Blatantly Blade Runner-ish, more of the film should have taken place here as is often described in the EU canon.
Our first glimpse of Palpatine's subtle cultivation of Mannakin's Death Star sized ego, planting black seeds for the conversion to come.
The silent majesty of the Jedi Library, too-briefly glimpsed but obviously somber and august as befits a noble order, with marble busts of previous masters adorning the stacks and arrogant librarians patrolling the aisles. There's so much room to explore the rich legacy of these aristocratic warrior-monks that it's a shame Lucas hardly went there; all we got were scraps like this.
The map-reader light show in the Jedi temple with innocent eyes watching twirling holo-planets dance mid-air, adorably decked out in too big helmets that weigh down their little heads. Scored with a low wordless choir that underlines the youngling's innocence, it's a slight respite of celestial beauty unfortunately trampled underfoot by the senile CGI stump-frog's ever-more irritating backward cadence.
The constant downpour of Kamino, especially during Obi-Wan's stand off with Jango where puddles drench poor Ben in his wire-drag round the launching pad or when making contact with the Jedi council through ship radio ('care of the old folk's home'). A palpable bit of atmosphere that's persistently undermined by the flimsy appearance of the CGI Kaminoans themselves.
The one single dogfight in the movie, made ridiculous by its Sony PlayStation appearance, as well as bratty Boba's backseat driving; the brief interim of silence though before Slave 1's seismic charges detonate on Obi-wan's tail are jarring for not being so.
Mannakin brooding at sunset over the desert wastes, embracing Padme as their silhouettes, poetically painted on the farm-hut entrance, join briefly and the music swells right before lil orphan Annie springs into action, speeder bike racing through the dune sea as Tatooine's twin suns frame his frantic quest to save mommy. The previous prequel's signature theme ( Duel of the Fates) briefly adds a vibe of gravitas when Gayden's hollow glare cannot. Moody.
Mannakin slaughtering the Tuskens, another moment of grit deflating cgi sheen before the backward talking Muppet returns everything to steadfast fakery. Mannakin pulling into the homestead next morning too, hauling mom's corpse in another wonderfully grim moment. He really does look like a psychopath here and again it's wordless. Finally Mannikin's confession, which plays more like a spoiled child's temper tantrum with tweenage-cute Gayden shedding a crocodile tear for the camera. Still, the subtle Sith music and Mannakin's initial 'I'm a big boy now!' pride at ruthlessly murdering babies isn't exactly something to snicker off.
Chris Lee, the flip-side of Peter Cushing and yet another slumming Brit to add that dash of pedigree to a silly space opera.
The arena fight which brings a slumbering film to vibrant life. First with a gladiatorial face-off against three different species, all in Ray Harryhausen tradition (pause to observe Nute Gunray chortling with delight when Padme gets clawed- nice) than with the all-out battle droid VS Jedi horde vs. Republic gunships round 2, the kind of Jedi-in-numbers-and-in-their-prime all out bonanza fan boys have been waiting for. It's a blur of cascading laser-swords and criss-crossing blaster-bolts, rising in a thrilling crescendo as the conflict erupts into planetary war (pause to observe young Boba, raising dead daddy's helmet to his face, all but vowing out loud to follow in his footsteps- nice).The shaky cam imitating battlefront verisimilitude, zooming in on hulking dreadnoughts and massing troop movements, kicking up blizzards of sand as the air becomes indecipherable with blaster-bolts- all sadly undermined by weightless video game graphics. Just one question: why are all Jedi light sabers limited to two colors unless you're evil or Sam Jackson? Round 3: the final light saber duel, uninspired compared to the fluid ballet of the previous three-way in PHANTOM MENACE yet still including another of those too brief grace mo-ments. The hanger bay lights extinguish with just the glowing blades left to illuminate the cavernous dwelling, poised cool blue and the simmer hot red, Jedi & Sith. Yet again, Kermit arrives to undo the scene's small dignity, moronically leap-frogging about to totally suck the cool mystique from a cherished character.
Lastly, the musical montage than ends every STAR WARS film though only one part of it here. The concluding matrimonial smooch between Mannikin and his mommy stand-in is tepid and gross but the first appearance of the fascist super anthem Imperial March in the prequel trilogy played over massing clone troops, ready to spread death and destruction across the galaxy causes tingles every time (pause to observe Bail Organa's sigh of defeat, impotently shaking a hand as senators oversee the war effort from a privileged distance: nice).
Human moments in an inhuman movie.