We've probably all done it before; nitpicked our way through a movie, and never has that been more true than with the Star Wars films. We critique because we love, and while I love the dual trilogies, the first two installments in the prequels have their problems, to say the least. I actually really love Episode II and wouldn't change much, and I'll avoid a fanboy rant against Episode I. My problems with the first film mostly have to due with directing, pacing, dialouge and acting. The movie was just lacking....something. Story wise there's just a few adjustments: -First of all, have C3PO take the place of TC-14 at the beginning of the film. It's not improbable that a ten year old slave child could build an android, but really, how bad could your life be if you had a life-size transformer around the house? 3PO would be a presence throughtout the film and, at the end, would be left behind on Naboo and offer his services to Queen Amidala. -Up Darth Maul's role considerably and relegate Darth Sidious's appearances to a sole hologram scene, akin to Empire Strikes Back. -Keep Jar Jar on Naboo. After the storming of the Palace, Jar Jar would return to the swamp, and the cast would seek out his help later upon returning to Naboo. Jar Jar hating aside, he took away from Obi-Wan's screentime. -When Padme & co. are examing the holographic blueprints to the palace, explain the power generator/force fields. We know what they are, but the average filmgoer was confused as all get-out. Maybe the Jedi would have planned ahead to take out the power generator, thus knocking out the electricity in the palace. Padme would get around through secret passages only she would know about, thus avoiding droids bearing gifts. -This wouldn't be necessary but I would have preffered it this way. Have Qui-Gon be in league with Darth Sidious (though this wouldn't be revealed until Episode II). He would know about Anakin beforehand and he would be the one to choose Tatootine as their destination, not Obi-Wan. At the end of the movie he would "die" the same way, but fall down the well that Darth Maul does. In Episode II he would return as Count Dooku (replacing Cristopher Lee). I felt there wasn't enough of a personal connection to the villain in Episode II, even if Tyrranus had been Qui-Gon's master. Aside from that I'd leave Episode II alone, except for a few edits for pacings sake and maybe some acting lessons for Hayden Cristenson. I love the guy, but he came across as really stiff in some scenes. I know, I know, who am I to judge? If I can do better, then why don't I go out and make my own movie? Maybe some day, but right now I'm just saying not every movie is flawless.