Story was just as good, characters were just as interesting, dark feel was there, effects and action were much better, Natalie Portman is so sexy. It had all I loved about The Empire Strikes Back and more. Attack of the Clones is the greatest movie ever. If anything it had a better story. How a Republic can become an empire. How childish emotions can lead to destuction and evil. Really its all symbolic to our society. Effects were all photoreal. Action is very intense and thrilling. Did I mention how beautiful Natalie Portman is. Yeah.