I definetly thought it was much better then the first (although, I do like the first..it is star wars after all despite the fact that it's not very good star wars). The action scenes were awesome, and I like watching the whole political movement thing where you know you're seeing the rise of the empire. It's so cool seeing how everything started out. Anakin was such a cry baby (which fits the whole dark side thing because in order to fall, he let his emotions get the better of him) but I don't see what Padme sees in him. Sure he's cute and all but..I'd go for Obi-wan if I were her.