I think AOTC is the most underappreciated chapter in the SW saga. I think what hurt it was primarily was strange editing choices (including music - more so than even acting/dialogue). I remember seeing it in IMAX thinking that it worked better despite having some scenes removed. Anyway, to the good stuff. While it took me awhile to warm up to TPM (I still think it's too childish and small in scale to be a proper SW movie), I loved AoTC right away, starting with the mysterious, noire atmosphere (the reference to Blade Runner has been caught by many). While TPM only hints at things not being great in the Republic, the feeling of impending doom becomes really prominent here, enhanced by cinematography and music. When the clone armies and marching to war, you realize that it's all over for the Republic and our heroes. I now think that AOTC ending is probably the darkest of all SW movies: even ROTS has a glimpse of hope that lies with the twins. But after AOTC, everything will go downhill. It's also a very good middle chapter (better than Empire), continuing the themes from TPM and setting up ROTS. I've come across comments from some folks who claim AOTC doesn't bring much to the prequels and can be safely skipped on rewatching. I respectfully disagree. It's perfectly fine when you don't want to watch something you don't enjoy. But AOTC makes Anakin's fall in ROTS much more meaningful. AOTC is when Anakin's attachment issues, insecurity and even lust for power come to the forefront. He had dreams about his mother suffering, he failed to save her and he wants to find a way to stop people from dying. In ROTS, he's again afraid to lose the woman he loves and he's not going to let it happen to her too. The line about "stopping people from dying" might sound corny and even out of place until you realize that's actually not an impossibility in the Star Wars universe. There're more themes being developed, of course: Palpatine's continuing rise to power, Jedi's growing inability to deal with the Republic's decay, even slavery (yes, for all intents and purposes, the clones are slaves of the Republic, bred to be the canon fodder with repressed free will). Jedi seem too be as unconcerned with this glaring injustice as they're with slavery existing on Tatooine and other outlying planets (I assume). Serves them right to be blasted in ROTS - you can't expect loyalty from beings without true free will.