After my initial viewing of Episode II: Attack of the Clones I was disappointed. Like all negative reviews, I felt the dialogue at times was unnecessary and action scenes far and few between. When it was over, I wasn?t looking forward to the next film, I was looking forward to going to bed. I was actually disappointed in myself for not liking the film as much as I had hoped I would. Though I did enjoy much of it, and some of the dark scenes (Tuskin slaughter, Anakins rage, every Count Dooku scene) were chilling, it was just too much to absorb and I knew I had to see it again to fully appreciate it. That?s where the importance of a second viewing comes in to play. When the Empire Strikes Back came out in 1980 it had mixed reviews similar to Attack of the Clones. However, now it seems most reviewers consider it a Star Wars cinematic masterpiece. Why is that? Perhaps it?s because the reviewers have had 20 years to view the Empire Strikes Back more than once. When I watched Attack of the Clones for the first time, I was constantly anticipating the next scene and not appreciating what came before it. There was too much to absorb and I was very anxious (It didn?t help that my body was sore after waiting in line and sitting on concrete for 7 hours). Minor pauses in action sequences seemed long and annoying. I wanted to see Clone Troopers blast away droids and Yoda kick some butt. It wasn?t until my second viewing that I can honestly say that Attack of the Clones IS just as good if not better than the Empire Strikes Back. The long action-less middle section was vital for story development and it lasted half as long the second time around and many times more enjoyable. Kenobi?s investigation and confrontation with Jango Fett, the introduction between Anakin and his step-brother Uncle Owen, Yoda and Mace Windu?s mediation room scene, the romance between Padme and Anakin, Shmi?s tear jerking death scene, Anakins emergence in to the dark side, and so much more was all laid out during this time in the film. After seeing it again, I completely fell in love with the characters. Some say they wished there was a ?Luke, Leia, Han? type of relationship in Attack of the Clones. Does there really have to be one? These are completely different characters with different personalities and situations in Attack of the Clones. Anyway, Ewan McGregor was perfect. His investigative tactics with Jango and good humor interactions with Dex the diner chef were marvelous. The expression on his face when he walks in to the diner and sees his old friend Dex was very amusing. Obi-Wan had character, charm and wit. I knew who he was and his personality. Anakin was a likeable guy. I had sympathy for him when his mother died and I wanted revenge too. His anger was ruthless yet legitimate. His relationship with Padme was heart wrenching and his desire and love for her was real. Some say that the relationship between Han and Leia was more stirring, but again, watch Episode II again and you may think otherwise. Count Dooku, all I can say is evil at its finest. Watching him walk with Sidious at the end was great foreshadowing. Perhaps my favorite scene in the entire move was the climatic confrontation between Dooku and the three Jedi, Obi-Wan, Anakin, and Yoda. Force lighting, lightsaber suspension, close-ups, and especially the dialogue were reminiscent of the original trilogy and what was missing from the Phantom Menace. If you?ve only seen Attack of the Clones once and were disappointed, you owe it to yourself in seeing it again. Only then does the true significance of Attack of the Clones in the Star Wars universe reveal itself. I give it a 10 with out a doubt.