Why ATOC?

I often tell people that Episode II: Attack of the Clones is my favorite of the Star Wars prequels, and they will look at me funny and say "Really?  Why?".  Well, today, I try to explain myself.  And I do so unscripted, (I didn't have time to write a script for today's episode) so I'm not sure if my reasoning come across as clears as it could have.  If you have questions or need clarification on any of these points, please just let me know!