First of all, sorry if I was a bit harsh. It's a pleasure to discuss about this with you. I just think that there is an irrational hatred towards the prequels and specially Williams' music for Episode II amongst his so-called fans; I know you don't share those sentiments, but I wanted to clarify some points, though. While that's certainly true, my point is that Episode II is (in a way) the "original" one, and Minority Report and Harry Potter II reused some of the elements from THAT score; therefore, you can't really criticise the music of Episode II of lack of originality. And since Williams started working on Episode II in September-October 2001 and recorded the music in January-February, it seems that he DID have enough time (as much as in the other prequels and twice as much as episodes IV and V) to develop the music. In any case, you should point your criticisms of lack of originality/time to write towards Minority Report and Harry Potter II. And saying that Williams on auto-pilot is much better than any other composer doesn't diminish the disrespect towards his work. I really believe that Williams puts his soul in every project he works on. And it shows. Yes, even in Episode II, it shows. I don't like Ben Burt much either. But, although the Arena music was just excellent (I guess that wasn't Williams on auto-pilot then?), I have come to accept that the music has to serve the movie, and certain excellent cues are better left unused. I think the Arena sequence works without the music. About the "trade off"... I know that Burt tried to do the Conveyor Belt sequence without the music, but in any case they decided to have the music, and Williams did compose it. A great, fun and totally original track, composed before Minority Report. Again, it wasn't properly used, but not because of Ben Burt. On Jwfan.com you can see the slate numbers for Episode II that indicate that the tracking was just as planned as in Episode III. For better or worse,they decided to go that way after episode I. But you're talking about your feelings. I agree that Episode I was a labor of love, and Williams probably didn't like the way they handled it. Yet, it wasn't the first time, nor the last time. Episode V had a lot of unused music: maybe Williams didn't like the fact that it went unused. The Lost World is a mess. And think about Harry Potter 3: the score gets a lot of love... yet nobody seems to be aware that almost every single cue was edited down in the movie. In Episode I, there are lots of moments where the music is heard just as it was recorded... virtually every dialogue scene. And even some of the action pieces from the beginning of the movie. All the scenes on Tatooine up to the Podrace, all the Coruscant scenes... Really, was the score SO butchered in the film???