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When he began writing the Star Wars prequel trilogy, George Lucas took all the notes and outlines he had written around twenty years previously (the back-story to Episodes IV- VI, if you will) and fleshed out the storyline for all three prequels. This would lead, in theory, to a much more unified trilogy, since unlike when he made A New Hope Lucas knew he would be able to make the two sequels no matter what. As with Episode IV, the screenplay for Episode I (with a working title of "The Beginning") would go through many revisions (though some would say still not enough).

Lucas decided, at the urging of his friends, to return to the director's chair, at least for the first film. The initial plan was to let other directors (most likely Steven Spielberg and Ron Howard) handle the next two episodes. However, Lucas later decided that, even if he didn't direct, it would be just as much work, since he had to be on set to oversee all the complicated effects shots.

The preproduction work for Episode I would be massive, since Lucas's imagination was no longer held back by technology. Designing the characters, vehicles and worlds of the prequel trilogy would be a team of new artists following in the legendary Ralph McQuarrie's footsteps, including Doug Chiang and Iain McCaig. Rick McCallum was again acting as producer, and many of the other crew who had worked on The Young Indiana Jones Chronicles and the Star Wars Trilogy Special Edition would be carried over to the prequels. With the digital world offering few restrictions, Lucas encouraged his artists to go wild with their designs.

Secrecy for the film was tight, especially as the Internet meant any leaked details could travel around the world much faster than they would have done when the original trilogy was made. What was revealed was that the film would take place 32 years before A New Hope, and chronicle the first meeting of Anakin and Obi-Wan.

The news the media and public was most looking forward to was what actors would be playing the younger versions of familiar characters. As he did when he cast the original trilogy, Lucas mostly chose lesser-known actors for Episode I.

Pretty much everyone in the world wanted a role in the film. One person who got his wish granted was Samuel L. Jackson. As a huge Star Wars fan - he was at the first screening in New York of the original film - he stated in interviews before production began (most notably the British TV show TFI Friday) that he'd love to have any role in the film, even if he was just playing a stormtrooper. Lucas decided to cast him in the role of Mace Windu, the first character name he had ever thought up for the saga.

Aside from Jackson, the other most well known name in the cast was Liam Neeson, cast in the Alec Guinness role of a wise Jedi mentor. Neeson's towering height would add to the budget of the film, as most of the sets were designed to only go as far as the actor's heads.

For the young Obi-Wan Kenobi, Lucas chose Scottish actor Ewan McGregor, who had caused a stir in Shallow Grave and Trainspotting but had yet to score a hit in Hollywood at that time. McGregor already had a connection to the saga as his uncle, Denis Lawson, had played Wedge. He was also a big fan of the original trilogy, saying "They're more than just movies to me".

As the young Queen (and future mother of Luke and Leia), Lucas chose Natalie Portman, best known at the time for her role in Luc Besson's Leon (1994). Portman had never seen the original films, so had to study them once she was offered the role.

Cast as Anakin Skywalker was Jake Lloyd who, at not even ten years old, was not a choice anyone expected for the young Darth Vader. Lucas revealed that Anakin/Vader was now the main character of the saga, despite the original films being billed as "The Adventures of Luke Skywalker". This was a risky move considering kids would be expected to look up to a character that would grow into a personification of evil.

Overall, the cast seemed more like that you would find in an edgy independent film, rather than a Hollywood blockbuster. But, since he was funding the film's $115 million budget himself, Lucas could do whatever he wanted without studio interference.

Of the returning cast, it came as no surprise to anyone that Anthony Daniels and Kenny Baker would be reprising their roles as R2-D2 and C-3PO. Ian McDiarmid was again playing Palpatine (a name infamous to fans even though it was never actually uttered in the films). In a stroke of fortuitous, McDiarmid was now the right age to play his character thirty-six years younger and sans makeup.

Most of the shooting took place at Leavesden studios in England, which had been booked for two years. Principal photography only took three months (an unusually short time period for a film of such huge scale). The cast and crew returned to Tunisia for the Tatooine sequences.

Once again the location, which had temperatures of 135 degrees, caused problems, including a massive storm that destroyed most of the sets and podracers. Neeson's beard and wig even went missing in the storm. However, the production was able to recover without losing even a day of shooting.

After shooting finished Lucas continued to refine the story and add new scenes where necessary. Few details were released about the film until the title and teaser trailer came out, which was an event in itself.

The initial reaction to the fact that the film was going to be called The Phantom Menace was decidedly mixed. Some loved it straight away, while others felt the title would make more sense for an episode of Scooby Doo or a cheesy old B movie (which was precisely the point). Interestingly, all of the marketing emphasised the Episode I rather than the subtitle. This made a change from the fondly remembered logos for Empire and Jedi, which had the episode title in big letters surrounded by the Star Wars box, with no episode number in sight.

The teaser trailer was much more warmly received. Fans famously paid to see films just for the teaser, and then some walked out before the main attraction even started. The teaser did not disappoint. It began with a series of atmospheric images intercut with three slogans: "Every generation has a legend . . .", "Every journey has a first step . . .", "Every saga has a beginning . . ." Then, with a burst of the classic main theme, a series of wild and exotic images flashed across the screen.

Fans were overjoyed at a mere taste of the visual delights awaiting them (though some complained that the new Yoda puppet looked a bit fake). The teaser also spoilt some of the best parts of the film, such as showing Darth Maul's double-ended lightsaber. The hype had officially begun, and unlike most blockbusters it was generated almost entirely by the fans.

The excitement built over the next few months until the release of the second trailer, which also wowed fans. Everyone wanted a piece of the Star Wars action, and the hundreds of merchandising deals for the film meant it had turned a profit even before it was released. The Phantom Menace was everywhere in the last few months before its release (the restaurant chains Taco Bell, KFC and Pizza Hut even modeled their restaurants after each of the three planets in the movie).

Special media attention was given to the dedicated fans that lined up outside major theaters in North America, such as Mann's Chinese Theater in Hollywood, for months before tickets went on sale. The theater became a circus before the release of the film - there was even a clash between Star Wars fans and Trekkies on opening night. It was predicted that over two million people would skip work to see the film on opening day.

Everyone was waiting for a film that would recapture the magic of childhood and transform Hollywood as the first film had done. With those expectations, it was almost a certainty the final product could never live up to them. Despite this, the devoted fans were still eagerly awaiting the midnight screenings, and their first experience of a new Star Wars film in 16 years . . .

The opening of the film is both familiar and strange. The main theme sounds the same and the crawl looks the same, but instead of introducing us to a galaxy in the midst of war, the opening text is rife with topics like tax disputes and trade blockades. While Lucas said in interviews as far back as the eighties that the prequel trilogy would be more involved with politics, few fans expected this rather dry backdrop for the first episode.

Of course, some would ask why Episode I even needs an opening crawl, since the only purpose of one is to explain what's happened since the previous episode, but Lucas evidently didn't want to mess with tradition. While it does explain the threat facing the peaceful planet of Naboo and the decision to send two Jedi to settle the dispute, the opening crawl might have been better used to explain the history of the Republic, the Jedi and the Sith, especially as Lucas claims he wants future generations to watch the saga in order of episode numbers rather than the order of release.

The opening shot also lacks the wow factor of A New Hope, as it features just one small Republic cruiser slowly docking with a Trade Federation ship. Lucas gives the proceedings a nice sense of mystery, though, by not revealing the faces of the two Jedi ambassadors until after they board the ship.

The alien Trade Federation discuss what to do with the Jedi and are given orders to kill them by the mysterious Lord Sidious (it's surprising that Lucas reveals the main villain so early, even if only in hologram form).

Thankfully the rather slow pace of these early scenes picks up when the Trade Federation blow up the Jedi's ship and Obi-Wan and Qui-Gon are forced to draw their lightsabers to defend themselves against an army of Battle Droids (the gas escaping is the only non-CGI enhanced shot in the film).

It's a great thrill to finally see Jedi in their prime (it soon becomes clear why Lucas chose droids for the bad guys when the heads and limbs start flying) and it almost serves as a reversal of the opening of A New Hope. This time it's the good guys who are to be feared as they mercilessly cut through the enemy. There are also several inventive uses for lightsabers, including Qui-Gon stabbing his saber through a blast door. Obi-Wan has a very cheesy line about the negotiations being short, which is typical of the subpar humour in the film.

The circular screen that Queen Amidala appears on when she first talks to the Trade Federation is the most direct homage in the saga yet to Flash Gordon serials. The scene with Amidala on Naboo is rather perfunctory and shows the Queen discussing the blockade with her advisors. We do get our first glimpse of the important figure of Senator Palpatine (interesting that he is introduced the same way as Sidious was, in a hologram)

Down on the planet surface, we see the Trade Federation army on the march and the Jedi encounter one Jar Jar Binks. This is the point in the film where many audience members realised this was not the Star Wars they knew and loved, but more about that later.

Jar Jar takes our heroes to the underwater kingdom of Otoh Gunga, where the Jedi discuss the invasion with Gungan leader Boss Nass. These scenes, as is typical of the beginning of the film, lack tension and merely seem to be killing time before the plot really kicks in.

The Jedi and Jar Jar journey through the watery planet core. There they encounter a series of spectacular and dangerous sea monsters. The first time they narrowly escape from one of them is rather exciting, though when the same thing happens again a few minutes later it loses some of its impact.

Ironically, the most dramatic part of the rescue and escape doesn't even involve living beings. As they try and fly past the Trade Federation's blockade a group of Astro droids attempt to repair the ship. One by one the droids are blasted until one little blue droid (no prizes for guessing who) finally repairs the ship and they make it to safety. Afterwards the droid is introduced as R2-D2 and commended for his bravery. This makes little sense plot wise (since when are machines treated as heroes?) but it's undeniably crowdpleasing for the fans.

Once on the planet Tatooine, Qui-Gon, R2, Padme and Jar Jar (supposedly accompanying them to help the group blend in, though a desert planet is not the ideal place for an amphibian) head out to the nearest settlement, leaving a rather glum-looking Obi-Wan in charge of the ship. The town of Mos Espa is very similar to Mos Eisley, and as a result the film begins to feel more like classic Star Wars from this point on.

The wandering band encounter the flying alien junk dealer Watto, who in turns introduces us to the most important character in the film, young Anakin Skywalker. There's nothing remarkable about the boy at first, though it is amusing he immediately flirts with Padme, who is five years his senior.

One of the many easter eggs in the film features the Discovery pod from 2001 in Watto's junkyard. After Qui-Gon's Jedi mind trick fails on Watto (one of the few moments of genuine wit in the film) Anakin invites the whole gang back to his place. We learn that Anakin is building C-3PO, a rather unnecessary plot twist that only serves to make the galaxy seem even smaller.

The dinner scene that follows is one of the better acted in the film, and even includes the one Jar Jar moment that most people actually find funny, where Qui-Gon demonstrates his Jedi reflexes by grabbing the Gungan's tongue before he can rudely snatch fruit from a bowl.

It's obvious that Anakin's podracing abilities will help them win the parts they need for the ship, but the film takes its time building up to the race we know is coming. While these scenes are better executed than earlier ones in the film, they still feel unnecessarily slow, dragging out a very simple plot. It might have helped if Obi-Wan had been given anything interesting to do at the same time, but he just patiently waits on the ship.

Even when Darth Maul arrives on Tatooine it doesn't add much extra tension, since he seems content to just kick back and let his droids search for the Queen and the Jedi. It's never even explained how exactly he tracked them there.

The buildup to the podrace also includes two of the most controversial plot elements in the film. The first is the discovery that Anakin has no father. The second element that angered many fans was the introduction of the concept of midichlorians.

The microscopic organisms are a biological way to measure the Force, and a test shows Anakin has more of them than any other Jedi, even Yoda. Critics of this concept complained that it made the Force less mystical, though they seemed to forget that, since Luke inherited his abilities from his father there was always a genetic aspect to the Force. It would be six years before audiences would learn how these two discoveries about Anakin's background would pay off.

Jabba the Hutt gets a cameo at the Podrace that adds some humour to the scene, and the CG model is better than the one used in the Jedi special edition.

The pod race finally begins, though not before we are treated to the most expensive fart joke in history. The race itself is as spectacular as promised. It's to The Phantom Menace what the chariot race was to Ben-Hur. The sound effects are particularly impressive - Sebulba's podracer has a deep, oppressive sound. The podrace goes through the infamous Beggar's Canyon, which is where Luke learned the flying expertise he used to navigate the Death Star trenches.

Lucas throws in enough twists to keep it exciting even after the thrill of seeing vehicles fly above the desert at over 800 mph has worn off. There's also some nice humour as Tusken Raiders take potshots at passing racers. The only disappointment is that Lucas plays it rather safe with the accidents, as nearly every racer floats down to the ground safely even after their pod explodes. Of course it's no surprise that Anakin wins after going neck to neck with Sebulba.

Things are wrapped up fairly quickly on Tatooine. Even when Anakin realises that he's free but his mother is still a slave there isn't much time wasted on the emotional tragedy, though the scene where Anakin finally says goodbye to Shmi is surprisingly affecting.

As Qui-Gon and Anakin head back to the ship, Darth Maul finally springs into action. After almost cutting down Anakin with his speeder bike he leaps off and engages Qui-Gon in a furious lightsaber duel. Qui-Gon barely escapes with his life and the duel, though short, gives a taste of the fury of the Sith that will be unleashed later. Anakin is introduced to Obi-Wan by Qui-Gon, and there's an undeniable thrill seeing these two future nemeses meet for the first time.

The journey to Coruscant includes a tender scene where Anakin gives Padme a japor snippet he has carved. Again this seems to be purely setting up events for the later films.

The segment of the film on Coruscant was criticised by some as being too talky and political for what is essentially a kid's film, but this is the most crucial and interesting part of the film.

As well as setting up the volatile political environment in the senate, it shows how Palpatine is the master manipulator, getting exactly what he wants while pretending to be doing what is best for the galaxy. Lucas couldn't have portrayed the future Emperor's rise to power any more perfectly. It's interesting to note the vivid reds in Palpatine's apartment. By the time the Empire takes over all the color will have been bled out, except for the red of the Royal Guards.

In the scene where Amidala calls for a vote of no confidence in Valorum, we can spot Wookies and even E.T.'s in the Senate - does this mean Spielberg's alien was a Jedi?

The Jedi Council are rather staid and unfriendly to Anakin, but this is probably the point, as their decision not to allow him to be trained will plant the first seeds of mistrust that will blossom into full betrayal when he reaches adulthood. The fact that the Jedi only want to train padawans from birth and think Anakin is too old also paints them in a negative light.

The last act of the film is most similar to the end of Return of the Jedi, as the heroes must make friends with a primitive tribe (the Gungans in place of Ewoks) who will help them in the final battle. Padme reveals she is the Queen in disguise (Anakin looks surprised but Qui-Gon has a "You owe me a pint " look on his face), winning the trust of Boss Nass.

As in Jedi, the film also intercuts between a space battle, a ground battle and a lightsaber duel, with the added element of the Queen trying to capture the Viceroy of the Trade Federation. The part where the doors open and Darth Maul appears in front of our heroes as John Williams's Duel of the Fates theme kicks in is an electrifying moment. When Maul ignites his double-bladed lightsaber and Obi-Wan and Qui-Gon draw their own weapons it gets even more exciting.

In contrast, the ground battle is spectacular but marred by Jar Jar's slapstick. The Battle Droid army unloading from their tanks is impressive, though, as it's the only time they seem remotely threatening.

The space battle is also a mixed bag. It looks great (the shot where a Naboo Fighter gets hit and spirals down for seemingly forever before finally hitting the ground is particularly good) but the way Anakin joins the battle and accidentally blows up the Droid Control ship seems more like luck than any Force ability on his part. It's also an easy way for the droids to be defeated, though at least it's more believable than teddy bears beating stormtroopers.

The duel is the main attraction of course, and it keeps getting better as it goes on. When the three combatents are briefly separated by energy fields (the purpose of which is unclear aside from being a way to split up the Jedi) it turns into a nice character building moment. Maul paces like a caged tiger, Qui-Gon sits and meditates and Obi-Wan watches anxiously.

Although many people saw it coming, the mortal blow Maul strikes Qui-Gon is still a shock in a film that, up to that point, has resisted showing any violence against human (or even alien) characters. Obi-Wan's anger is apparent when he attacks Maul one on one, and the moves are incredibly fast.

Luckily, Maul's overconfidence gives Obi-Wan the chance to cut him in half - a satisfying end to a great, if underused villain. There were two versions of Maul's death filmed, the one where he gets halved and another one where he doesn't in case the censors asked Lucas to tone down the film.

The scenes that wrap up the plot are some of the best in the film. Palpatine arrives as the new chancellor (this scene, which establishes the first connection between Palpatine and Anakin was actually the last to be shot) and Obi-Wan gets Yoda's permission to train Anakin. It's great to see Yoda walk finally in his first CG incarnation for this scene where he makes Obi-Wan a knight.

The Jedi Council attend Qui-Gon's somber funeral and Yoda and Mace discuss whether the Sith killed was the apprentice or master (the pan over to Palpy after they say this is a small giveaway).

All that's left now is the big happy end celebration that's been an essential ingredient of two of the three previous Star Wars movies. As uplifting as the scene is, the fact that Palpy is the real winner and has manipulated all the good guys into thinking the worst is over is a delicious irony. The final shots of the main trio of Obi-Wan, Anakin and Padme leaves us to wonder how these characters will have changed when we see them next.

As in A New Hope, the characters are mainly archetypes. Qui-Gon Jinn is an interesting character, though some found him too dry. He personifies everything a Jedi should be, though with a rebellious edge that places him against the council.

Liam Neeson imbues the character with wisdom, dignity and humour. He even makes the philosophical waffle that passes for dialogue in some scenes sound convincing. Neeson gives extra resonance to many scenes, such as the sad look on Qui-Gon's face after Anakin says, "No one can kill a Jedi." Neeson reportedly had to convince Lucas to allow his character some more human moments that weren't in the script, such as when he touches Shmi's shoulder to comfort her.

Ewan McGregor was a good choice physically for the young Obi-Wan Kenobi. It's easy to believe he will mature into Alec Guinness (certainly more so than if the early rumours of Kenneth Branagh being cast in the role had proven accurate) and he handles his lightsaber with real style, no innuendo intended.

Some criticised his accent and it is true that his performances comes across as slightly stiff compared to roles where he uses his normal Scottish brogue. However, this has more to do with the character than the actor, who was very underwritten and only comes into his own at the end, when he takes on his late master's independent streak.

In the early drafts, Obi-Wan was a much more important character, as he was the one who discovered Anakin. However, Lucas later decided to have Qui-Gon take on that role instead (the older Jedi was originally supposed to be introduced later in the film, once the heroes arrive on Coruscant). Whatever the reason for this change (perhaps Lucas wanted to shift some of the blame for training Anakin away from Obi-Wan) it wasn't what many people expected or wanted to see. While the change does make Qui-Gon a more fleshed out character, it's to the detriment of Obi-Wan and his relationship with Anakin.

Queen Amidala harkens back to Lucas's original idea of making Princess Leia an adolescent, and her character also owes a debt to The Hidden Fortress with her secret identity as the handmaiden, Padme (though this subplot is never really paid off in a satisfying way). The idea of an "elected" fourteen-year-old Queen is slightly baffling, though. It would have made more sense if Lucas had simply had Amidala inherit the throne from her deceased parents.

Natalie Portman certainly looks the part of Leia's mother. She plays the Queen very formally with an almost monotone delivery that's somewhat distracting at first but fits the character. Portman seems slightly more comfortable playing Padme.

The Queen's handmaidens make an impression despite their small amount of screentime (one of them is played by Sofia Coppola, in a blink and you'll miss her cameo). Special mention must go to young Keira Knightley, who looked and sounded so much like Portman when she was playing the decoy Queen that many audience members didn't realise another actress was playing the role (even the actresses' mothers were fooled on set on one occasion).

The Queen's various staff, including bodyguard Captain Panaka, pilot Ric Olie and, uh, beard-wearer Sio Bibble are rather uninteresting characters that don't offer much for the actors playing them.

Anakin shares many characteristics with his son, though the mystery over his birth and the prophecy of the one who will bring balance to the Force give him a more messianic quality. Many people were concerned that Anakin was cast too young, and Jake Lloyd frankly doesn't quite meet the challenge.

Lucas apparently chose him over the wishes of his casting agent because, while Lloyd didn't hit the beats as well as some of the other kids auditioned, he had the right look and personality. This led to various problems on set, including Lloyd pronouncing Coruscant as Coruscunt!

Lloyd has some good scenes but he doesn't have the acting ability to convey either Anakin's Jedi skills or potential darkness. Part of the problem is the way the character is written (the word "Yippee!" is uttered more times than necessary) but casting an actor a few years older would also have made the character more believable. It doesn't help that the other characters call him (Little Orphan) Annie.

Cast as Anakin's mother was Pernilla August, who had also appeared in the Young Indy TV series. She had not appeared in many English-language films, but brought a real warmth to the role.

It's nice to hear Anthony Daniels's voice again as C-3PO, though this is the only film where the actor isn't inside the suit. A rod puppeteer who was later removed digitally performed 3PO.

Terence Stamp does his best to add some gravitas to the role of Supreme Chancellor, but again the character is underwritten to the point of anonymity. Thankfully, the seemingly kindly Senator Palpatine is a much more successful character.

The character's rise to power occurs almost exactly as described in the prologue to the original Star Wars novelisation. Ian McDiarmid gives the most subtly brilliant performance in the film, only ever hinting at the Machiavellian mind that lurks under the surface (such as the half-smile glimpsed on Palpatine's face after he wins his nomination). As Lucas said, "Ian's always great" and it's good to see the actor, who is known mostly for his stage work, get a chance to shine on screen.

The Jedi Council includes Yoda (the puppet looks a little better than in the trailer, but still doesn't match the one used in Empire), Mace Windu (Jackson, who for some audience members couldn't quite erase the vibe of his previous characters, such as Jules in Pulp Fiction) and a rather humorous collection of alien freaks. The Jedi and their Temple look impressive, but again the script gives these characters little to do.  

Turning to the villains, the Trade Federation is rather ludicrous. That may have been Lucas's intent, but making the bad guys with the most screentime so comical and ineffective somewhat reduces the menace of the film. The lip movements of the animatronic heads are rather off-putting as well (the original idea was to make the Neimodians CG characters that more closely resembled organic versions of the Battle Droids, but this was scrapped at the last minute). The Battle Droids are, like their masters, comical rather than frightening, which means there's not much threat even when there's an army of them.

Thankfully the Sith villains do live up to expectations. Darth Maul may not have Vader's way with words (in fact he barely has any dialogue) but his sinister look and brute force in combat make him one of the most memorable screen villains in recent years. Stuntman Ray Park, who won the role though sheer screen presence, played this new face of evil.

Park's martial arts skills were perfect for the role, though like Vader the character was dubbed by another actor (Peter Serafinowicz) when Park's voice wasn't deemed menacing enough. Maul was the face that featured on most of the merchandise for the film, which may be why so many were disappointed at his small amount of screentime. In fact, it might have been better if Lucas has given most of Sidious' scenes to Maul and kept the real Phantom Menace more in the shadows.

Darth Sidious (it turns out Darth is a title, not a first name) is also a great villain even though he only appears in the flesh in one scene. He comes across as a more sinister and less camp version of the Emperor we all know and love.

Warwick Davis, who previously played Wicket and Willow, has three roles in the film, the Rodian Wald, a character named Weasel who appears at the pod race, and an unnamed extra in another Tatooine scene. Notice how all his Lucasfilm character names start with W?

And now we come to Mr. Binks. The four "hero" CG characters were hyped before the release of the film as being a landmark in cinema (Lucas even stated that Jar Jar was the key). Frank Oz, after seeing the CG characters, told Lucas "You don't need me". Technically they are impressive - the only real giveaway that they were not on set is that the eye lines between the CG characters and real actors sometimes don't match up. However, character wise, the results were mixed.

Originally Jar Jar was just going to have his head computer animated, but the effects crew found it would be easier to animate his whole body. However, technological advancements meant that the head replacement could be used for Episode III, six years later.

Jar Jar may have seemed like a good idea at the time (putting in a comic relief character in a film that has a very serious plot) but a little of Jar Jar goes a long way. It's hard to blame Ahmed Best, who provided the voice and movement guide for the Gungan (wearing a suit on set with Jar Jar's head above his own for the correct eye line), as he was simply following Lucas's direction. As Best himself said, "There's never been a real comic character in Star Wars" and after seeing the film many understood why. The character does have some amusing moments, but most of the slapstick is too overdone and out of place to be really effective.

The character would be one of the few in the film to become a cultural icon, but not in the way Lucas would have hoped. He became the center for the backlash against the film and Jar Jar hate sites cropped up all across the Internet. Jar Jar isn't as awful as his critics claim, but his screentime should have been drastically reduced.

Boss Nass, voiced by Brian Blessed, is if anything more annoying than Jar Jar, especially when he shakes his jowl for no apparent reason. Luckily, the other two main CG characters are far more successful. Watto is a classic Star Wars alien, well animated and amusingly voiced by Andy Secombe. Sebulba makes a good foil for Anakin and has the most alien voice (by Lewis Macleod) and mannerisms of the four characters.

Comedians Greg Proops and Scott Capurro perform the voices of two headed pod race announcer Fode/Beed. Originally they were supposed to appear in makeup with CG bodies but, as with Jar Jar, they were completely redone in CG.

Overall, the acting is a mixed bag. Many of the actors expressed displeasure with the use of green screen, which meant in many scenes they were acting without sets, props of even their fellow actors. This could account for the unenthusiastic performances by several actors who we know can do better.

The dialogue was one of the main criticisms of the film, and not without reason. While the original films had their share of corny dialogue too, Menace reaches a new level of cheesiness with lines like, "Mom, you always said the biggest problem in this universe is that nobody helps each other". Many of the attempts at humour (which seemed so natural in the original trilogy) also fail. It's hard to say whether the writing or the delivery of the dialogue is the chief culprit, but the dialogue is the weakest aspect of the film.

There are some good lines, though. Watto's reaction after the Jedi Mind Trick fails - "What, you think you're some kind of Jedi, waving your hand around like that?" - is priceless. Pretty much all of Palpatine's dialogue is above par, too, especially when he tells Anakin at the end, "We will watch your career with great interest."

Lucas must have been a little rusty after his 22-year absence from the director's chair, and it shows. While the action scenes are just as well orchestrated as ever, many of the dialogue scenes, particularly in the early part of the film, are flatly shot and lack any tension. Lucas has said post-production is his favourite part of the process and, more than any of his other films, it really shows through in Menace.

One can almost imagine Lucas rushing through the shooting as quickly as possible, a la Ed Wood, confident he could fix anything in post-production. Indeed, many scenes were stitched together from different takes, which while seamless may have contributed to the lack of chemistry between the actors in certain scenes. Lucas micro-directs the animation, to the possible detriment of the live action actors.

The camerawork and lighting is perhaps the least inventive of the saga, with no shots that really stand out (apart from computer-generated ones). Originally Lucas wanted to shoot the whole film digital but the technology was not quite there. In the end only a few pick-up scenes were later filmed with digital cameras, including the one where Qui-Gon tests Anakin's blood.

Menace is teeming with more spectacular locations than any previous Star Wars movie. The art nouveau underwater bubble city of Otoh Gunga is one of the many highlights as is the Queen's sumptuous palace (the exterior was created digitally with interiors filmed at Reggia Palace in Caserta , Italy). Salt was used for the beautiful waterfalls.

Tatooine is more familiar, of course, but the Tozeur, Tunisia locations are used well. Coruscant is breathtaking, even if The Fifth Element beat it to the screen with its vision of a future city teeming with flying vehicles (though Lucas thought of it before that, of course). The design of the Galactic Senate manages to give even dry political discussions an awesome backdrop.  

The design of the spaceships in the film was far shinier and less beaten down than those in the original trilogy, to reflect the galaxy as it was before the dark times, before the Empire. Indeed, for some people the technology in the film was too clean and advanced compared to the original trilogy, where Lucas had been limited by pre-digital special effects. The Sith Infiltrator nicely prefigures the TIE Fighters, while the Naboo fighters look like 1950's hood ornaments.

Lucas deliberately kept the costumes simple in the original trilogy, but since Episode I takes place at the height of the Old Republic, more elaborate costumes were needed. Over a thousand individual costumes were created for the film, making Episode I almost a costume drama.

Much attention was give to the Queen's outfits and hairdos in the film, and she does have an almost ludicrous amount of costume changes. As Portman said in promotional interviews for the film, "A Queen can't wear the same outfit twice". However, each costume is beautifully designed and compliments her character. Designer Trisha Biggar really should have won an Oscar for these costumes alone.

Throughout the prequels, Padme would have four times as many costume changes as her daughter did in the original trilogy. As Carrie Fisher would comment: "All I have to say is that [Natalie Portman} walks though a doorway, and has a wardrobe change. I got one, sorry, two dresses, and the first one [looks] the same all the way around".

Nick Dudman, who had been an assistant to makeup wizard Stuart Freeborn on the original trilogy, supervised the creature effects. The iconic makeup job on Maul is simple and effective (as Park said, he couldn't help being "naughty" once he was in the makeup), but for the most part the alien makeup is the least impressive technical aspect of the film, especially next to the stunning CG critters.

Lucas promised at least two major action sequences in the film, and the podrace and Battle of Naboo certainly deliver, at least when it comes to spectacle. There is a certain tension lacking in even the most exciting scenes, though, partly because we already know the fates of most of the characters.

The fight scenes are a highlight of the film, as stunt coordinator Nick Gillard designed them to be a lot more intense than previous lightsaber duels and all of the actors were up to the challenge. As Lucas said in the behind the scenes interviews, "We'd never actually seen real Jedi at work. We'd only seen old men and crippled half-droid half-men and young boys who learned from those people."

The lightsaber duel was one area where most people agreed the film lived up to expectations. McGregor was so into the lightsaber duel that he reportedly bent many of his sabers and even made the lightsaber noises himself when they first started rehearsing.

In contrast to the original trilogy, the editing is one of the biggest disappointments with Menace. The film is too fast paced when it should be setting up the characters, and too slow paced when the plot should be gathering steam. Even establishing shots are sometimes too short, such as the first view of Theed that barely gives the audience time to take in the beauty.

The four-way cutting of the final battle was a bold move on Lucas's part and is not entirely successful, mainly because the lightsaber duel is so much more interesting than the other three conflicts. There are several scenes that could have been trimmed to result in a tighter, more focused story. After the release, one fan even took it upon himself to create a "Phantom Edit" cutting out all the scenes he considered extraneous. While this was a somewhat misguided effort, it did highlight the pacing problems with the film.

There were many scenes or parts of scenes taken out of the film, most of which later turned up on the DVD. Two of the most crucial deleted scenes were when Anakin beats up an alien who accuses him of cheating (though it would have been nice to see some darkness in Anakin, the fact that the alien was revealed to be Greedo would have been one more coincidence too many) and a short scene where Qui-Gon cuts down one of Maul's probe droids as they are leaving Tatooine (which would have explained why he and Anakin are running in the next scene).

Around $50 million (almost half the film's budget) was devoted to the effects, and it's certainly all up there on the screen. Gone were the days when movies devoted just a few million of their budget to effects. Dennis Muren was one of the few members of the effects crew who also worked on the original films. He was one of three visual effects supervisors in charge of the massive undertaking.

Menace has more effects shots than any other previous film (around 1,900), and very few of the shots fail to convince. There're many details in the CGI that it's easy to miss on first viewing, such as the Trade Federation droids that transform into space fighters. Some of the animation is a little too cartoonish in parts (Jar Jar, I'm looking in your direction) and the energy beams in the final duel look hastily added. However, most of the effects are photo-real.

The entirely computer generated backgrounds are also very impressive, particularly during the tour de force of the podrace where in many shots the only real thing is Anakin himself. The podrace also features spectacular particle simulation crashes. Some money was saved on the crowd by using colored q-tips in long shots. While many complained about the transition from models to computer graphics in Menace, in actuality the film used more models than even the original films.

It wouldn't be a Star Wars movie without a John Williams' score and Menace is his best since Jurassic Park. Duel of the Fates is the standout of several great new themes. Anakin's Theme subtly suggests it will transform into the Imperial March. Many have also noted that Auggie's Great Municipal Band (the music used for the end parade) is very similar to the Emperor's Theme, but with a more upbeat tempo and sung by a children's choir instead.

The only disappointment is that Williams's score was edited by Lucas late in post-production, which meant that many scenes don't feature the original music Williams composed for them. For example, the concert suite of Duel of the Fates was used for the lightsaber duel instead of a piece called "The Great Dual" that Williams had originally written.

One area the film doesn't disappoint in is the themes that become more apparent on repeat viewing. Many of them sparked fierce discussion among the geek community. The prophecy of the chosen one adds an interesting element to Anakin's journey, though it isn't explained what the prophecy actually means. The lack of a father for Anakin led many people to see a crude Jesus-parallel in his immaculate conception, though there are in fact many heroes in mythology with similar births. One of the other key themes of the film is symbiotic relationships, as seen in the relationship between the Naboo and the Gunagans and the midi-chlorians and Jedi.

The story is also very political and some read the treatment of Valorum in the film as a reference to the impeachment of President Bill Clinton, which occurred while Lucas was making the film (Lucas himself commented on the connection to Clinton).

The film is quite subversive in a way. Aside from having a child hero who will grow up into a mass murderer, the film could also be read as Palpatine's story, since he's the one who manipulates the characters like puppets to get what he wants.

The Phantom Menace had the potential to be a great film, but instead came out as a flawed but entertaining setup for the rest of the saga. There are several great scenes in the film - the podrace, the senate scenes, most of the final battle - but they are interspersed with many scenes that are flat and boring. There's also not enough darkness, though some would argue the film had to be lighthearted to counterbalance the tragedy to come later.

The slapstick humour is overdone (Jar Jar fainting is probably the lowest point), and the plot contrivances and coincidences are starting to reach alarming levels (though you could argue its all the work of the force). While the first half of the film is too slow, the conclusion seems too rushed, with many scenes cutting away before most of the battles have the chance to build any momentum.

One area where the film is an unreserved success is Palpatine's development, as it feels closest to Lucas's original vision. The much-maligned title turns out to be probably the best of any Star Wars movie. It sums up the mysterious plot perfectly and has multiple interpretations. Is the Phantom Menace the distraction of the Trade Federation, the real menace of Sidious and Maul, or the future evil of Anakin?

Menace works best as a kid's film, even though it never really reconciles its desire to entertain tots with the more mature political machinations of the plot. In many ways it feels like a film that still needed several script revisions to reach its potential (if you read the early screenplay drafts of A New Hope, they have the same, not quite there, feel). The film is more purely Lucas's vision than any of the other films, and this is both its strength and its weakness.

The Phantom Menace was released on Wednesday, May 19. Early reviews for the film were mixed at best. Critics complained that it was both too juvenile and too confusing, lacking the warmth and humour of the original trilogy and having an over-reliance on computer generated effects. Of course the original reviews of first three films had included some equally harsh comments, but they were forgotten with the benefit of nostalgia.

Perhaps predicting the critical reception, Lucas wore a t-shirt during the production that read: "A film with comic-book characters, an unbelievable story, no political or social commentary, lousy acting, preposterous dialogue and a ridiculously simplistic reality. In other words, a BAD MOVIE". While this could be a typical review of The Phantom Menace, it was actually taken from a critic's review of the original Star Wars.

One of the more surprising negative reactions to the film was the claim of racism in the depiction of the alien characters. Jar Jar was the biggest target, with some saying he was a caricature of black people. The Wall Street Journal even called the character, "a Rastafarian Stepin Fetchit" (the actor who critics say typified negative black stereotypes back in the 1920s and '30s).

Nute Gunray was accused of being an Asian stereotype (though Lucas claimed his voice was supposed to sound Transylvanian) and Watto was alternately called an Arab, Jewish and Italian caricature! Ultimately, these claims showed that some people had way too much time on their hands to look for subtext where there was none.

The first reaction from fans was more positive (though admittedly in a guarded, "it wasn't as bad as the critics say", way). The film made a record $28 million its opening day and another $65 million its first weekend in the U.S.

While this was impressive, it was less than The Lost World had made over the Memorial Day weekend two years earlier. This led some people to predict the disappointment over the film would lead to bad word of mouth, but this was not the case. Exit polls showed most audience members, especially younger ones, enjoyed the film and outlasted most of the blockbusters that came after it.

It was also digitally projected at 4 theaters in June of that year, breaking more new ground. While it didn't beat Titanic at the box office as some hoped (an impossible task) it earned a whopping $430 million in the U.S. and over $900 million worldwide. This was good enough for second place in the all time charts, despite the staggered worldwide release (even the unofficial home of Star Wars, the U.K. had to wait two months for the movie) encouraging piracy.

The merchandising generated another billion or so dollars (although even this was seen as a disappointment by some, since expectations had again been so high). The quality merchandise did well, but there were a lot of Jar Jar items left unsold by the end of the year.

The film continued to play well into the next year. It was released on VHS in the spring of 2000 but not DVD, which angered many fans. It took Lucas over a year to relent and Menace was finally released on DVD in late 2001. The deleted scenes (which actually had finished effects added to them) and fascinating documentaries meant the DVD received good reviews even from those who didn't like the film!

However, the initial mixed critical reaction did not improve as time went by. If anything the media attacked the film even more viciously after it had proven to be a success. This media backlash also helped fuel the internet backlash, and it wasn't long before Menace was regularly referred to as a failure and one of the worst sequels ever, despite all evidence to the contrary.

At the Oscars, the film was nominated for three awards (sound, sound effects and visual effects) but lost all of them to The Matrix. Whether or not the latter film had better special effects is arguable, but the message was clear: Lucas had placed importance on the visual aspect over character and plot, at least in some people's eyes, and paid the price. Star Wars was back, but it was no longer the unstoppable cultural force (pun intended) it had once been. Lucas would have to do a lot to win back the disappointed fans and critics.






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