I went to see Star Wars Episode II: Attack of the Clones again yesterday, for the first time since seeing it three times during its opening weekend. Once again I was struck by the film's level of visual invention, noticing this time things like how in the opening scenes, on cloudy Coruscant, you can faintly see the lines of air traffic moving through the haze. I still find the acting quite acceptable and the dialogue mostly fine (although I still think Obi Wan says "my very young Padawan learner" way too much). I did, though, spot a couple of things that I think would have improved upon the proceedings:
:: George Lucas is such a visually oriented storyteller that sometimes his subtleties are lost in the midst of so much other stuff going on, but he missed an opportunity with regard to Anakin's dreams about his mother's peril: he should have actually shown one of the dreams. It would have worked better if, say, just after the scene where Palpatine suggests that Obi Wan and Anakin be assigned to Amidala's protection, we cut to the shot of Anakin awakening from his nightmare and then being summoned by Obi Wan for a new assignment. Then, later on Naboo, as the dreams grow in intensity, Lucas could have actually inserted a few of Anakin's visions into the film -- maybe showing her being roughly taken by someone (he wouldn't have known it was the Tuskens), or showing her agony -- or perhaps a less literal vision, but still harrowing nonetheless. Show, don't tell is a cardinal rule amongst storytellers. Here Lucas could have helped his cause by showing a bit, thus drawing us in more to Anakin's turmoil.
:: I also think the Anakin-and-Padme section of the film would have worked better if there had actually been another attempt on Padme's life on Naboo. Perhaps Anakin would not have told her about the dreams of his mother, and then used an attempt on her life -- which he would have foiled -- as his excuse to disobey Obi Wan, leave Naboo, and take her with him. Thus he would be indulging most of his more dangerous instincts and being deceitful -- even if well meaning -- to boot.
I also noticed a nifty parallel to the classic trilogy: during Shmi's burial, R2D2 comes rolling up, beeping away, and Threepio says: "He has a message from an Obi Wan Kenobi." Owen Lars is standing there, so he hears this. Later on, in A New Hope, Luke informs Uncle Owen that the R2 unit they've bought "says he belongs to an Obi Wan Kenobi". Owen's "Uh oh" glance at Beru is now much more understandable.