I have to say, I think people are being a little hard on AOTC. Obviously it doesn't really have very much in the way of plot or character development or snappy dialogue, but it isn't supposed to have. Would you buy a recording of a classical concert and then complain that the visuals aren't up to much? Or would you walk round an art gallery of Renaissance paintings at their finest and complain about the lack of good quality dialogue in the paintings? A film like AOTC is conceptually much closer to a series of paintings than it is to a film driven primarily by character and plot. Certainly there are many very fine films out there that are driven by character development (e.g. LA Confidential) or dialogue (e.g. Pulp Fiction) and AOTC is not one of these. But it doesn't try to be. You should view AOTC more as a piece of a performance art than as a narrative. It's about what it looks like. And, to a slightly lesser extent, what it sounds like - appreciate the wonderful score, the fascinating sound effects. Appreciate the way that many of the special visual effects are so good that you often don't even consciously register them as special - there just is actually a spaceship flying outside the window of the room. I watched the AOTC DVD through again the other day - not even on particularly high-end equipment, an Arcam DV27 and a 3-year-old 32" widescreen Panasonic TV - and visually it is breathtaking. The sequence when the clones actually attack (he says, carefully, trying to avoid spoilers) is truly astonishing. But quite aside from that, virtually every single shot has something fascinating going on. Enjoy the colours, the textures, the light and shadow, the visual composition, the movement, the animation. Don't try to turn it into a whole different film.