I've been meaning to mention this for a while here, too.
Patrick Nielsen Hayden on Attack of the Clones:
Let me just say that Attack of the Clones is an intelligent, well-considered, complex, and artful piece of work that keeps being mysteriously interrupted by actual human actors wandering into the screen and speaking terrible lines of dialogue. No, really.
I'm sometimes conflicted when recommending the movie (yet I keep recommending it). Usually I'm all about the words, I'm in love with dialogue. If a movie has crummy dialogue, it's rare that I'd recommend it, I know that it'd turn off most of my friends. But the movie is so gorgeous to look at and the story is more complicated than most you'll find on film, and there are so many cool things in it. It felt like a novel come to life, at times, just without the good dialogue. But then Anakin is just a kid and Padme hasn't been in love before and so of course their words may be trite. The movie worked for me. I'm not in love with it like I was Empire, but it's still pretty nifty.