Study Guide

Star Wars: The Phantom Menace Behind the Scenes

  • Director

    George Lucas

    After directing the original Star Wars, George Lucas stopped directing movies for more than twenty years. He stayed active in Hollywood, working as a producer and devising stories that other directors would tackle, such as the concept for Indiana Jones, which Steven Spielberg would direct. The streak ended in the late 90's when Lucas returned to the director's chair to create The Phantom Menace.

    But George Lucas wasn't George Lucas's first choice of director. According to Ron Howard, Lucas asked Robert Zemeckis, Steven Spielberg, and Howard himself to direct the films, but all three filmmakers turned down the honor—with Howard speculating they did so because the task of following up the original trilogy would have been too daunting. (Source)

    Whatever the case, Lucas eventually accepted his own offer. Picking up where he left off, he seems to have set out to accomplish two things. First, he wanted to show audiences a previously unexplored part of the Star Wars saga. Second, he wanted to revolutionize special effects in the film industry. And he accomplished both.

    By serving as the writer as well, Lucas was able to tell the story of Anakin Skywalker the way he wanted to. Working with Industrial Light and Magic, he also created a film that was a watershed in special effects. With 2,000 digital visual effects, "only 12 minutes of the 133 minute film had no special effects." For comparison's sake, Return of the Jedi had only 900 visual effects shots. (Source)

    Of course, today entire films are nothing but digital effects, but for 1999 Lucas's directorial ambitions resulted in quite the achievement, and it still looks pretty good today.

  • Screenwriter

    George Lucas

    Lucas wrote the script for the original Star Wars and then took a long semi-hiatus from screenwriting. During that time, he came up with several story ideas and concepts. These include the Star Wars sequels, the Indiana Jones films, and Willow. But while he devised the story, the task of writing it would go to others.

    For example, Lawrence Kasdan co-wrote The Empire Strikes Back, Raiders of the Lost Ark, and Return of the Jedi with Lucas and other storytellers. Willard Huyck and Gloria Katz wrote the screenplay for Indiana Jones and the Temple of Doom while Bob Dolman wrote Willow. All of these films originated as original story ideas thought up by Lucas.

    To be clear, this isn't to say that Lucas never put pen to paper. Hollywood scripts undergo multiple rewrites, revisions, and reimaginings at the hands of many creative types, from writers to directors to producers, and these extra-narrative scribes seldom receive a screenplay credit. We're simply saying that after A New Hope, Lucas didn't take a story from concept to script as a sole endeavor.

    And that changed with The Phantom Menace.

    Space Echo

    We see two main principles guiding Lucas' script. The first, and most obvious, is to tell the story of Anakin Skywalker's fall from the light side of the Force and his transformation into Darth Vader—although he jumped super far back in the timeline, meaning Anakin is more rambunctious squirt than imposing Dark Lord.

    The second principle is to have the script "echo" the original trilogy, especially A New Hope. While explaining this goal to the film crew, Lucas said he designed it to be "like poetry. They rhyme. Every stanza kind of rhymes with the last one." (Source)

    And you can see this resonance throughout. Anakin's desire to leave Tatooine and become a Jedi mirrors Luke's origin story. Likewise, Padmé's story of a young damsel in distress who grows into a leadership role shares many parallels with Leia's. And the mentor characters of both films, Qui-Gon and old Obi-Wan, are killed by Sith warriors, leaving their young apprentices, young Obi-Wan and Luke respectively, to take up the fight.

    But the film isn't a retread. Lucas added many new elements to the Star Wars formula, including politics, the inner workings of Jedi society, and large-scale battles between opposing armies. He would continue to explore all of these in the scripts of the other two prequel films.

  • Production Studio

    Lucasfilm Ltd.

    When George Lucas was directing the original Star Wars in 1977, he set out to make the film he wanted to make. He didn't want producers and company execs bum-rushing him with demands like "We want a disco soundtrack. Are the Bee Gees available?" or "You know what this film needs? A reptile bunny that speaks in a faux-Rasta accent and makes fart jokes." To which Lucas would obviously have replied, "No disco" and "Come on, guys, save something for the sequels."

    To ensure creative control, Lucas produced A New Hope through his own production company, Lucasfilm Ltd. He also founded two divisions within the company to realize the visual and auditory effects of that galaxy far, far away: Industrial Light and Magic and what would later become Skywalker Sound.

    A New Hope would be the last movie Lucas directed for more than twenty years, finally returning to the director's chair for The Phantom Menace. While much had changed in that time, one thing that hadn't was Lucas's desire for complete creative freedom. So Lucas again chose to produce the film through Lucasfilm Ltd. and asked Rick McCallum to serve as the producer. Lucas himself would assume the role of executive producer.

    Filmmakers, Assemble!

    And why not? Lucasfilm had produced some incredibly successful movies in the decades after A New Hope, including the Star Wars sequels, the Indiana Jones series, and Labyrinth. Even the company's missteps, like Howard the Duck, are at least entertaining—so long as you have some friends over to riff on them with.

    Industrial Light and Magic and Skywalker Sound also returned to work on The Phantom Menace. Since the original Star Wars, both companies had become pioneers in their fields. ILM had revolutionized special effects, and in the 90's, it kick-started the computer-generated imagery revolution with its work on films like Terminator 2, Jurassic Park, Jumanji, and, yes, The Phantom Menace.

    Skywalker Sound's work has become so influential in the industry that their nomination for an Oscar for Best Sound and Best Sound Editing is as frequent a part of the Academy Awards as overblown red carpet dresses and drawn-out acceptance speeches.

    Both companies were nominated for Oscars for their work on The Phantom Menace, but they lost to The Matrix. Still, they helped transfer Lucas's vision to the silver screen, using techniques that were not possible when they first realized that galaxy far, far away. (Source)

  • Production Design

    Between Worlds

    The Phantom Menace is a transitional film in the production of the Star Wars films—and not just because we see Anakin transitioning from being a boy to being a man. (Aww. They grow up and become Dark Lords so fast.)

    In fact, it's also one of a group of films released in the mid-90's to the early 2000's that represent a transition in the film industry—one that saw a shift from traditional modes of production to the digital age.

    During its production, the filmmakers used several practical, old- school techniques that would be phased out in later Star Wars films. At the same time, they utilized new techniques that would become prominent in the production of the next two films.

    For example, The Phantom Menace was the last of the Star Wars films to be shot in 35mm film before switching to digital cameras for Attack of the Clones and Revenge of the Sith.

    But it was the first film of the three to use a process called previsualization, a type of digital pre-production planning that allows the filmmakers "to build full-fledged 3D models of each scene" that "portray dimension, scale, and perspective" better than traditional storyboarding. (Source).

    Something Old, Something New

    But it's The Phantom Menace's marriage of many classic techniques with all the newfangled gadgetry provided by the digital age that gives it its particular style among the Star Wars films.

    Like the original, the movies were also filmed on studio sets, but unlike the original, the sets were only built as tall as the actors. The remainder used blue screen, and special effects were added later to fill in the backgrounds and details. This choice didn't save as much as it could have, though, as Liam Neeson's extra height cost the set crew an extra $150,000 in construction. Liam's a big boy. (Source)

    The movie was also filmed on location at the Reggia di Caserta in Italy for the Naboo Royal Palace scenes and returned to Tunisia to portray the desert planet of Tatooine. In Tunisia, the filmmakers constructed complete sets to represent the spaceport of Mos Espa (again, a lot like the original). (Source)

    The feature's creatures followed a similar trend as the sets. Some of the aliens came to life thanks to traditional creature effects like masks and animatronics, such as Viceroy Gunray and the Jedi masters on the council. Others were animated entirely by computer, like Watto and Sebulba. (Source)

    So. Many. Effects.

    Speaking of special effects, The Phantom Menace contained more than any other film at that time. It contained roughly 2,000 digital visual effects, compared to the original's 360 visual effect shots and Return of the Jedi's 900. That's a lot of Industrial Light and Magic. (Source)

    And the special effects were of a caliber previously unseen. Jake Lloyd (Anakin Skywalker) sat in an on-set podracer cockpit and was filmed in front of a bluescreen, but the desert imagery and the lightning-fast pods were entirely computer-generated imagery. Thanks to some post-production magic, the two are blended together almost seamlessly, even by today's standards. (Source)

    The Amazing 100% CGI Man—Er—Alien

    Then there's Jar Jar Binks. Ahmed Best, the actor who portrayed Jar Jar, was on set with the other actors to give them something to play off of. Best wore a latex costume with a Jar Jar-shaped helmet. The original plan was just to replace Best's head with computer graphics, but the special effects team found that it took half the man hours to create a fully animated Jar Jar in Best's place. (Source)

    The result is one of the cinema's first main characters to be so realistically portrayed entirely in CGI. Writing for Entertainment Weekly, Keith Staskiewicz points out that Jar Jar beats out Gollum, often cited as the first main character realized by CGI and motion capture, in The Lord of the Rings: The Two Towers (2002) by three years. (Source).

    And despite our cultural eyes having adjusted these past fifteen years to see the digital "strings," as it were, the character still looks good for such a first. (Even if our ears, on the other hand, never adjust to that voice.)

  • Music (Score)

    Since 1977, Williams has returned to compose the score for every Star Wars film, making him a series mainstay along with R2-D2, lightsabers, and inflated expectations from the fanboys.

    John Williams' score for the original Star Wars was widely praised, with some calling it the best film score of all time. The reason for this universal acclaim is because it's really, really, really good. (Source)

    Williams is famous for his classic, orchestral scores, using his music to provide an "emotional anchor" to the events on screen. You'll find many great examples of this use of music throughout Williams' career, but if you're looking for some choice examples, we'd recommend Home Alone, Jurassic Park, and any of the Indiana Jones films.

    And, of course, the original Star Wars soundtrack. Did we mention how good it is yet?

    Back in the Saddle Again

    For The Phantom Menace, Williams returned and continued to work with the London Symphony Orchestra. Some of his classic compositions return in the film, such as the "Star Wars Main Theme," which once again graces the opening crawl and gets the audience excited for the adventure to come.

    Williams composed a bunch of new tracks for The Phantom Menace, too. Some felt entirely new to Star Wars at the time but have since become as beloved as the "Mos Eisley Cantina Song." Others drew elements from the original Star Wars trilogy tracks and reintroduced them in new ways.


    Let's consider "Anakin's Theme" first. The song plays when Anakin meets Padmé in Watto's shop, and we're being introduced to him.

    The song uses lilting flutes and soft strings to create a soft sound for the character. He is, after all, an innocent child, but the strings have a melancholic quality in some notes, signaling the difficult life Anakin has had as a slave—a musical choice complemented by Anakin's line, "I'm a person [not a slave] and my name is Anakin."

    Also, if you listen very carefully, you can hear that Williams has hidden a few notes from "The Imperial March" into the theme, foreshadowing Anakin's dark fate.

    We should also consider the super-popular "Duel of the Fates," which debuted in The Phantom Menace but would find its way into all of the prequel films. The composition plays during the epic lightsaber duel between Darth Maul, Obi-Wan, and Qui-Gon. The orchestra opens with a slowly building combination of strings, horns and percussion to build a sense of excitement that bursts into a quicker tempo to match the adrenaline of the duel.

    The London Voices choir provides the vocals with words in Sanskrit, the sacred language of Hinduism. The words Williams choose for "The Duel of the Fates" came from a Welsh poem by Taliesin called "The Battle of the Trees." Williams translated a part of the poem into Sanskrit, which read, "Under the tongue root, a fight most dread, / And another rages behind in the head." Seems appropriate, huh? (Source)

    Later, the choir returned for "Qui-Gon's Funeral." This theme also uses Sanskrit to add a quality of religious mysticism; only this time the choir is more subdued. Williams also include a few notes of the "The Force Theme" (a.k.a. "Binary Sunset") in the funeral dirge. This theme has been included in every Star Wars film and signals that Qui-Gon's death is a pivotal moment in the larger saga.

  • Fandoms

    Star Wars doesn't just have a fandom. It has the fandom. For the past forty years, fans have clamored for everything from toys to books to video games to satisfy their desire for more Star Wars stuff. The franchise has brought in an estimated $28 billion dollars in revenue, and love for the films has become so widespread that it has its own Star Wars day ("May the 4th Be With You"—get it?). (Source )

    But we hear some of you saying, "What about Harry Potter or Game of Thrones?" Surely Star Wars has had its fandom crown usurped by now.

    It's true that both of those franchises have mega-huge fandoms. In fact, fandom in general has grown widespread in the last few decades. But Star Wars is one of the few intergenerational fandoms, along with Star Trek and Dr. Who. When your children's children are still prophesying that "Winter is coming" or hitting each other with the Expelliarmus spell, then come talk with us.

    So anybody who has been to a convention for anything can tell you that Star Wars fandom is alive and well. What we're more interested in discussing is what The Phantom Menace did for that fandom. Because after this film was released, you could feel a great disturbance in the Force, as if a million fanboys suddenly cried out in terror.

    Great Expectations

    To understand this story, you'll need to take a TARDIS back to 1998. It had been over fifteen years since the last Star Wars film, Return of the Jedi, had been released, and fans were ready for new adventures in their favorite galaxy.

    When the first trailer for The Phantom Menace dropped, the fanbase went supernova with excitement. Theaters across the country reported people purchasing tickets for movies like The Water Boy and Meet Joe Black just to see the trailer. (Source)

    The lead-up to the actual film was incredible. The merchandise included toys, video games, and books. Pepsi and Taco Bell signed tie-in deals. Rolling Stone even ran a cover featuring Jar Jar Binks, proclaiming that a digital superstar had been born. (Source)

    And then the movie came out.

    Top of the disgruntled list was the digital superstar himself, Jar Jar Binks. Fans railed against such a childish, cartoony character invading Star Wars, claiming his presence was simply to sell products to children. And you have to admit they have a point. (Fart jokes, really?) Many have argued that Jar Jar is a racist caricature, and to this day, fans have been finding new and inventive ways to kill, murder, maim, and otherwise exorcise Jar Jar from their memories. Response to the character was so negative that Jar Jar's part in the following two films was cut down to cameo levels.

    Fans also argued that concepts like midi-chlorians contaminated the mythical and supernatural Force with unnecessary pseudo-science nonsense. Other complaints included a jumbled script, flat characters, and a convoluted plot. The film was so disliked among the fandom that many now watch the films in what is called "The Machete Order," which removes The Phantom Menace from the saga as unnecessary. (Source)

    But fans haven't just resorted to passive bellyaching about the film. They've gotten downright creative in their ways of rebuking it. Mike Stoklasa of Red Letter Media created a seventy-minute critique of The Phantom Menace. (Source)

    YouTuber Andrew Kwan re-edited the entire prequel trilogy down to two hours in his "A Phantom Edit" project in an attempt to fix what he saw as being broken. (Source)

    If you want a really distilled version of the fan hate toward The Phantom Menace, then check out Simon Pegg's rant in this clip from the TV show Spaced. (Source).

    Talkin' About My Generation

    Star Wars fandom continues, but given the reaction, why? Well, that's partly because older fans aren't going to give up on something they've loved so dearly and for so long (*cough, sunk cost fallacy, *cough). You can also argue that the response to The Phantom Menace was and is overblown, a result of expectations too high to ever satisfy.

    But The Phantom Menace has also has a whole new generation of fans that—gasp—like it. As noted in the documentary The People vs. George Lucas, child fans that did not grow up with the original trilogy don't see the divide between the old and the new. Children interviewed for the documentary said, "I think people your age hate Jar Jar Binks because he's one of the new characters" and "I think [Jar Jar] is really funny." To them, Star Wars is Star Wars.

    And other fans must have come to feel this way too. After all, Jar Jar didn't kill Star Wars fandom. It's alive and well—even if Phantom Menace hate is alive and well with it.