Before I get to my main point, I want to praise the plotline with the cloners on Kamino. I really enjoyed that storyline for its intrigue, its look and its mystery. When I saw that movie, I most wanted to know who Master Sifo-dyas was and why he disappeared. I was led to believe this would be answered in the next episode, but it wasn't. I recently (and by recently I mean six months ago) watched the prequel trilogy again, and I was amazed to find the answer WAS in the film (and on at least six viewings I had never seen it), and wonderfully subtle. As I work it out, Master Sifo-dyas was that tiny-headed, long necked Jedi in the council in Episode I.
See, Obi-Wan says Sifo-dyas died "10 years ago", and Episode II is set 10 years after Episode I. That guy was on the council in Phantom Menace, but not Attack of the Clones. So I felt like an idiot for not figuring that out (but none of my friends did either). Lucas also tries to connect it for the audience toward the end of the film. Around the table of Dooku's band of separatists, there are shots which clearly rest on that guy, telling us that THIS is Sifo-dyas. Thus, he defected to the Dark Side (or at least to Dooku's politics) a short time before the movie. As a Jedi, he secretly ordered the Clone army, then faked his death and joined Dooku. This is now my favorite element of the movie.
UPDATE! I have now been informed by several comments below that I am wrong, this is not Sifo-Dyas. If that's the case, I apologize, but I'm also disappointed. I thought that made so much sense. We now still have no explanation for his absence from the Jedi Council in Episodes II and III. I have removed the now erroneous image that used to accompany this post.
Now, nobody can accuse Lucas of being a great screenwriter. The dialog in this Episode is some of the most laughable (much of the offending stuff was cut from the IMAX release when the film was trimmed to 2 hours). But people use that to accuse him of being a bad director. Maybe he can't direct actors as well as he thinks he can. But he has a good eye for visuals, and I don't just mean the effects. Lucas originally wanted to be a documentary filmmaker. In that pursuit, shooting is about finding interesting composition and such, and the nature of editing. Lucas's fantasy filmmaking developed by doing favors for friends and seeing them more as "tone poems". So it's clear Lucas' attention might be toward story, but never to the bare essentials. He wants to create feelings through images. And I think Episode II has some very strong visuals, some of the best of the prequels. Yes, there are CG creatures that are annoying (like those capybara things). But watching the movie again, I was struck by just how many really great and memorable shots there were. Perhaps more than any other film in this trilogy, it has many moments that look great as stills. This is perhaps another reason that the trailers for those films look so good, and then people find the movie disappointing. The trailers were light on dialog, and much more about visuals and music.
Some DVDs have been issued with "music and effects only" audio tracks. After my past viewing, I was really saddened that Episode II did not have one. Frankly, when you strip away all the poor dialog or poor delivery, it's a beautiful movie to look at. I challenge some of you who really despise Lucas as a director to maybe turn the sound off, put on a CD of the soundtrack, and watch it just for the visuals. Looking at it this way, the movie is much stronger than it comes off otherwise. It's still flawed. R2 suddenly has flying ability for no reason. There's too much misplaced humor. And yes, much of the look on Geonosis is bothersome. But the rest is so visually interesting to me. Lucas does have a good eye, and some talent still left in him. I wonder why he never did end up making documentaries. If ever he does, I think I'd like to see it.