Episode II: How it killed the romance

I thought Phantom Menace was the worst that Star Wars had to offer, but fixing Attack of the Clones is actually far more difficult and complex. This isn't a comprehensive fix-all, but I think I've covered the basics. These changes could move this movie from the "Attack of the what? I pretend I've never heard of it" List, and onto the "This is how fans felt about Return of the Jedi before the 90's" List.

Problem #1: The Dialogue
The same trite garbage that plagued Episode I returns with a vengeance to butcher any hope we had of caring about the characters and their problems. It's stupid. It's bland. It's not believable.
How to fix it: Now, I am no great writer. I've never written a script and I never will. BUT a good tip on how to write interesting, meaningful dialogue is to listen to how people really talk. Listen to actual conversations in real life. Maybe do a little improvisation in which you establish a setting and the goal of the scene, then just have two actors create it without a script. A lot of what they will say sounds very naturally unscripted because they just made it up they way real people do in real conversations! You might not base the script entirely on a few improvised sketches, but it is a good starting point to finding natural flow and direction. You might even find some fantastic one liners and ideas with a great deal of depth that you couldn't stumble across on your own. Don't use phrases like "someday I will be the most powerful Jedi ever," "It's all Obi-wan's fault," or "Dellow fellagates."

Problem #2: The Jedi Order
If they are indeed the devout warrior monks I have understood them to be, then there shouldn't be extremely young children there making commitments they don't understand. A secondary problem is the Jedi-not-allowed-to-love thing. It's a stupid plot device.
How to fix it: There should be no children younger than 12 in the Jedi order. It makes sense that kids might go there in hope of becoming a Jedi around the same time children in our world might go off to a special boarding school. No parents send their children away at the age of two to train for a career. Aptitude has less to do with a persons success in a given field than their level of commitment. I think the young people in the Jedi temple should be there because they have shown themselves to be reverent and pure individuals.
Jedi's shouldn't have any rule against attachment and romance. The Jedi lifestyle isn't particularly conducive to a regular home and family, so it's easy to believe that most of them just don't settle down. I feel as though that could be motivation enough for Anakin to resist a potential relationship with Padme: because he wants to be %110 devoted to being a Jedi.

Problem #3: The Romance (Or lack thereof)
Unfortunately, George Lucas has not seen or understood enough chick-flicks to know how to woo a woman Hollywood style. He has a hot whiny guy who is angrily chasing a confident, independent, bland-as-a-boiled-carrot fox. I desperately wish that I could complain about the usual stuff that is crappy about movie romances. I can't believe I am going to say this, but I wish this love story had even reached Twilightian levels of bad. I wish so hard that this was about a girl who falls for a hot, but kind of creepy and controlling super-human, because it would totally make sense in this context. THIS GUY IS DARTH VADER!!! Instead, she falls in love with Whiny Whine McWhinerson because, as we all know, girls just love a man who throws himself daily pity parties!
How to fix it: So let's suppose that it has been a few years since their last meeting. They greet each other like old friends, but this time Anakin is acting more cool and level-headed. He manages to pull off the most sought after pick-up in the multiverse: not being an awkward idiot. He manages to come off as a smooth talkin' ultra responsible Jedi. As I said before, Anakin wants to be perfectly dedicated to the Jedi and have no distractions, but he can't ignore a Natalie Portman who is into him. So she says something to the effect of "love isn't meant to be suppressed, it's meant to be cherished," or something cheesy. They shouldn't be fighting their feeling while on Naboo, they should be on cloud nine. When they return to Naboo for their wedding at the end of the film, it will be a return to a happy and cherished time, not a time of torment. The wedding shouldn't be a secret, it is just an elopement! It was spontaneous and when they return back to the real world, they will tell all their friends.

Problem #4: Anakin's whiny voice and pouty face
Everything this kid says sounds like the mopiest most sniveling statement ever made by Veruca Salt, Eeyore, and Bella Swann combine. But in the body of a fully grown man, which makes it even more pathetic. There is nothing likable or lovable about his character, which is a problem because we are supposed to root for him as a hero and see him as a viable object of womanly affection.
How to fix it: Lucas was trying to show the dark side already having an effect on him, but he did it wrong. It wasn't subtle, it wasn't ominous, it was annoying. If he wanted a slightly darker hero, Anakin should have had more confidence, more light-heartedness, but a very serious temper. I feel like he would be trying to suppress his anger, but as the movie progresses it becomes more and more clear that he tries to hide it from others rather than control it. It would also make sense that a step in turning to the dark side might be a falling out with someone he trusts. I think if he found out Palpatine was manipulating him or, better yet, he was tricked into thinking Obi-wan had somehow betrayed him. Of course, for that to work their relationship would have to be well developed. Which leads me to my next point...

Problem #5: Anakin and Obi-wan's friendship: where is it?
There are two important relationships in this trilogy. Just two. Neither of them live up to the importance thrust upon them. We don't believe the star-crossed lover thing because the loverly couple are awkward and bland. We also don't believe the brotherhood of Obi-wan and Anakin, even though they repeatedly say how close they are...in the blandest least emotional way possible.
How to fix it: There should be some real conversation between them. There should be some joking. Obi-wan shouldn't be constantly critical and make only sarcastic quips. He should be more encouraging. When Obi-wan gets wound up and frustrated, Anakin should know just the right thing to say to get him to laugh. When Anakin gets discouraged, Obi-wan should immediately be at his side saying, "I'm sorry. I know I am hard on you, but it's because I believe in you. You have such potential, I just want to see you achieve it." Then they can hug it out like bros and move on. Instead of railing on Obi-wan the minute he's gone, Anakin should defend him. Maybe Padme should make some comment on Obi-wan's being very controlling or restrictive and then Anakin jumps to his rescue. It would then make for a very emotional reveal when, say, Palpatine tells Anakin that Obi-wan intentionally put Padme in danger, using her to achieve a larger objective. Then Anakin decides to choose her over his dear friend and father.

Problem #6: Samuel L. Jackson
Why is a hardcore action hero playing a mellow, wise, and peaceful Jedi Knight? We don't need another Yoda, we already have one of those thank you!
How to fix it: Have him be the lose-cannon-super-warrior. Give him a cool lightsaber duel, let him be the one fighting in the field. Leave the Yoda-ing to Yoda. Speaking of which...

Problem #7: Yoda
Why is the mellow, tiny, wise green guy flying around in a lightsaber battle. Seriously WHAT THE CRAP???!?!? And why is he CGI? I preferred the puppet, even the freaky, expressionless one you used in Episode I.
How to fix it: Make a Yoda puppet very similar to the original one. Yoda was so beloved and amazing because he showed that feats of strength are not the most important kind of strength; that real strength comes from within a person. He taught me that it's okay to be little because little people can do big things. Give Samuel L. Jackon Yoda's lightsaber battle, or at least an epic moment of his own, and give Yoda some of his wisdom back. Also, Yoda should be the only one who senses that anything is wrong with Anakin. Obi-wan shouldn't see it, the rest of the Jedi's shouldn't see it. If they could all sense it, he would never have been made a jedi. Let it just be a nagging thought in the back of Yoda's mind, not even strong enough for him to voice it to the others. Maybe he gets one quietly murmured thought when others have left the room and that is all.

Problem #8: Editing
There are more action sequences than necessary. The movie is so crowded with fights that there isn't enough room to explain why they are happening or why we should care about who wins. There are also a lot of wasted opportunities for real emotional connections.
How to fix it: Cut the following action sequences: The speeder chase through New York, New York: The Planet; Obi-wan fighting with Jango Fett in the rain over, seemingly, nothing; the asteroid belt chase that contains an awful lot of noise for the vacuum of space (yes, I know that the whole franchise contains a lot of noise in the vacuum of space. It just really bothers me in that scene); and all the factory conveyor belt tomfoolery. Replace the speeder chase with a very simple bit of deductive reasoning that could give them a lead on who tried to kill Padme (and the bugs were stupid, use something like a sniper or a timed explosion.) Replace the Jango encounters with a few shots of Obi-wan discretely planting a tracking device and tailing him at a safe distance. Replace the factory shenanigans with a simple Anakin + Padme + sneaking around = accidentally running into a whole troupe of villains and getting captured.
Take advantage of and expand a few emotional scenes. Leading up to the return to Naboo, Padme and Anakin should be very seriously flirting. By the time they're on Naboo they are treating the whole thing like a romantic getaway. Their angsty fireside chat should be replaced by something very sentimental and sincere.
On Southern Utah: The Planet, after Anakin massacres a small gypsy camp, there was a scene with great potential. But instead of demonstrating how Anakin is secretly terrified of the darkness inside himself and even more scared that Padme will see it, he sounds like a toddler who spilled some milk. He should be talking to Padme in a forced calm. When she presses him for the truth of how he feels, he should explode into terrifying anger and maybe come close to doing her actual harm. At which point he collapses into sorrow and angst, expressing to her how his anger overwhelmed him and he killed all those creatures that dress in burlap and sound like walruses. Then he could cry on her shoulder about how scared he is of losing himself to his anger, how he never got to tell his mother that he loved her and he didn't even say good-bye.
Every scene that Anakin and Obi-wan share should be filled with depth. They should have simple conversation saturated with meaning because of their past together. Maybe, instead of having Obi-wan be upset about Anakin being sent off on his own, he should be anxious; like a dad sending his son to college. He keeps reminding him of things to do, asking him if he packed everything, and finally Anakin does the "Dad, come on. I'm grown up now!" And they share a little moment because they both understand what has passed between them.

Problem #9: Count Dooku is a Sith Lord
Why? How did Darth Sidious find another apprentice and train him up so good so fast? Was an additional villain really necessary?
How to fix it: Dooku is a pawn like everyone else. He doesn't know the truth about Darth Sidious, all he knows is he used to think the Republic was great! That was until some mysterious person (Sith agent cough cough) passed him some information about the kind of corruption crap that goes on behind the scenes. He realizes Palpatine is a terrible guy and he creates a movement to form a new system of government away from the evil chancellor. And he builds an army to make sure the republic won't stop him. It's like the Civil War if Abraham Lincoln was an Adolph Hitler. Here's a beauty of this plot change: the Sith control how much information he gets, so Sidious can sew all sorts of seeds of mistrust. He can tell him that the Jedi are really the chancellors secret assassins that Palpatine will try to use them to undermine Dooku's revolution. He then takes aggressive action against the Jedi. Here's where it gets good: Palpatine has tricked the Jedi and Dooku to fight each other, even though in reality they would be allies. That is how I would demonstrate that the future emperor is a master of manipulation. It makes more sense than just "Dooku is so super evil and he wants to do evil things." It makes Dooku a more interesting villain and the final battle would matter so much more if we knew that it was really two teams were on the same side fighting against one another. The audience would recognize it as the intentional, senseless bloodshed that it is.