Star Wars Episode 1 was dire, while in my opinion Star Wars Episode 2 was ok if you ignore the romance plotline and the fact Amidala must change clothes 3 times a day in an attempt not to seduce Annie. Here's my reasoning:-
Darth Maul - what kind of villain is he? He does nothing evil at all, he says nothing and just turns up to kill and be killed at the end. Dooku did some evil goatee twiddling stuff, Vader killed his minions and hell, even the really minor villain in Knights of the Old Republic, Darth Badon, electrocutes a minion for bumping into him on the bridge of his ship. The least Maul could've done was obliterated a few 'helpful' Sand People or cantina-full of dudes.
The podrace in Ep1 took forever and to be honest it was so obvious that Annie was going to win it. In Ep2 however if they'd failed to catch the shapechanging chick the movie could've continued onwards, so there was some actual tension in the speeder chase.
Ep1 had a nicer lightsabre fight but they forgot about dialogue, which made the fights in Ep4-6 fantastic (especially Ep4 which is not exactly an amazing fight but has some truly, deeply inspired dialogue). Ep2 had two lightsabre fights IIRC and they all had dialogue.
Ep2 had a decent "Star War" as opposed to being about some pishy little system under threat by some Japanese aliens and their army of kiddy-friendly droids.
Ep2 had less Jar Jar and no other Gungans. Enough said.
Ep2 had Obi-Wan Kenobi actually involved in the plot, not twiddling his thumbs only to save the day at about 1h 40 mins into the film.
Ep2 had someone who could almost act play Anakin. Ep1 had that kid who sounded like he was reading off a cue-card. "Sandstorms are very very... uh... dangerous."
Ep1 should've kicked off the Clone Wars, perhaps with about 15 mins at the start of Palpatine becoming Chancellor, the Jedi finding young Anakin etc. and then forwarding to when he's a sulky teenager. Ep2 should've handled the Clone Wars cartoon stuff and some of the stuff in the comics too (really cool, dark gritty battle scenes with padawans turning to the dark side with WW1 equivalent horrors of war stuff etc.), Anakin becoming a Jedi, his marriage at the end of AotC, and Ep3 should be pretty much as it is.
My main problem with the prequels is they jump around too much. Ep4-6 had an identifiable villain in Vader (with Sidious in the background). Ep1-3 should've had Dooku as the Vader equivalent unit all throughout the trilogy. Instead we have Darth Maul in Ep1, Dooku in Ep2, Grevious in Ep3 capped off with the Emperor and Vader at the end.