According to Lucasfilm legend, the prequels began in the early morning of November 1, 1994. In plaid shirt, jeans, and white sneakers, George Lucas walked up the wooden stairs to his writing tower, to the door desks, to the franchise he had unceremoniously abandoned eleven years earlier. This time he’d brought a camera operator to record the moment. The results would be edited and shown on a brand new medium, the World Wide Web.
“My oldest daughter was sick all night,” Lucas confided. “I got no sleep whatsoever.” He walked past the fireplace, the couch, the side table with the Tiffany lamp: on mornings when the fog has already poured over Mount Tam, one could imagine Lucas lighting a fire and ruminating.
It was the first time Lucas had shown fans “the cave I hibernate in,” as he called it. He walked over to his door desks, little changed from the days when he struggled over early drafts of The Star Wars. “I have beautiful pristine yellow tablets,” he said, picking up his long-standing paper of choice. He opened a drawer: “A nice fresh box of pencils.” The camera captured his tired face, the bags under his eyes. “All I need,” he said, collapsing dramatically into his chair, “is an idea.” It seemed part exhaustion, part playing to the camera.
This was how Episode I began: bathed in absolute self-awareness that history was being made. The previous year, a few months after the release of Jurassic Park, Lucas had summoned a writer from Variety to Skywalker Ranch to inform the world that he had made the decision: work was to begin on the prequel movies, Episodes I–III. At that stage, he planned to shoot them all together. Every luxury Lucas had been denied in the making of the original film—luxury of time, of budget, of technology—was his for the taking. How could the prequels not succeed?
The only person who doubted George Lucas, as he pulled out the fabled three-ring binders with his notes on the Star Wars universe, was George Lucas himself. He was to remain pessimistic throughout the production process. “For every person who loves Episode I, there will be two or three who hate it,” he predicted at its end.
“You just never know with these things,” Lucas remarked one day during filming to Yoda puppeteer Frank Oz. “I made More American Graffiti. It made ten cents.”
“Really?” said Oz.
“It just failed miserably.”
Oz and Lucas looked at each other for a beat.
“You can do it,” continued Lucas. “You can destroy these things. It is possible.”
So why not leave well enough alone? Why not simply allow Star Wars to chug along in Expanded Universe form, in games and books and comics? Lucas had allowed adventures to take place after Return of the Jedi, and he could just as easily explore the prequel world that way too. Why risk being the destroyer of Star Wars, as well as its Creator? And why start then, that day, November 1, 1994?
A confluence of forces had brought the Creator back to his creation in the early 1990s. The technology was finally where he wanted it to be. Using puppets, models, actors in rubber suits, and the less jerky stop-motion animation (even “go-motion,” the version pioneered by Phil Tippett) had always been painful stopgap solutions for Lucas; they were constrictions on his imagination more than they were expressions of it. You might have enjoyed the rubber puppet fest of Jabba’s Palace, but it made the Creator wince.
Computer animation, however: Lucas had known that was the future since he first tentatively used it in 1977, in the rebel pilot’s briefing room. ILM was making the future happen right under his nose. Advances in computer-generated imagery, or CGI, were coming thick and fast. The company used a computer program to remove wires from a few scenes in Howard the Duck in 1985. Then a young digital animator Lucas hired, John Lasseter, produced a stunning 3-D rendering for the movie Young Sherlock Holmes, in which a knight in a stained-glass window comes to life and attacks a priest. (The scene still holds up today.)
Many of ILM’s experiments were less flashy, almost Easter egg–like, such as a plane seen in the sky for a few seconds of Steven Spielberg’s Empire of the Sun (1987), but the technology was evolving rapidly and enabling feats of special effects that filmmakers previously could only dream of. Willow (1988) saw the first use of digital morphing; a character under a spell turned into various animals. James Cameron’s The Abyss (1989) marked the first time computer-generated aliens had mingled with human actors, albeit for a five-minute sequence. But there was no missing the groundbreaking ILM effects in Cameron’s next blockbuster, Terminator 2 (1991), in which the T-1000 assassin from the future repeatedly turns himself into a sinister silver ooze of liquid metal.
Meanwhile, Dennis Muren, one of the few veterans of the original Star Wars and lead effects producer at ILM, was hard at work on a project for Steven Spielberg. The director had optioned Michael Crichton’s novel Jurassic Park. Spielberg assumed he would have to go with animatronic or go-motion dinosaurs. Muren’s job was to prove him wrong, and he had a secret weapon—state of the art animation hardware from Silicon Graphics.*
In 1992, when Spielberg and Lucas gathered to watch the result of Muren’s labor—wire-frame dinosaurs running realistically across a screen—“everyone had tears in their eyes,” Lucas said two years later. His reaction: “We may have reached a level here where we actually artificially created reality, which is of course what movies were trying to do all along.” His only concern was that the dinosaurs might look clumsy in twenty years time. (They don’t.)
Lucas’s friendly rivalry with Spielberg was tilting toward Spielberg again. Jurassic Park was obviously going to be a huge hit and a landmark in CGI. It would have been natural for Lucas to feel the need to one-up his friend once more.
Luckily, Lucas’s spirit of filmmaking adventure was back, spurred on by the Young Indiana Jones TV series. In development from 1989, and filmed from 1991 to 1993, the show was a tremendously happy experience for Lucas despite its untimely cancellation. Not only did it fill in a lot of the backstory for one of his best-known creations—call it the Indy prequels—but it was also a great chance to provide viewers with some lighthearted education, which was catnip for the Creator. Each week, young Indy would meet another famous historical figure. The episodes were relatively cheap compared to movies, costing $1.5 million each. Each one would be a proving ground for digital special effects shots, of which there were around a hundred per episode. Most effects just deleted parts of the set that weren’t historically appropriate, but it left Lucas enamored with and experienced in CGI backgrounds.
Young Indy marked the first time Lucas had gathered a team that used Skywalker Ranch the way it was intended. It was one of the closest things in his career to the small-scale filmmaking he’d long talked about getting back to. Filming was fun when you had someone else to direct, and above all, it got Lucas out of his businessman funk. “I could see George was looking for something else,” said producer Rick McCallum. “He wanted to be in a world where things weren’t taken that seriously.”
Another factor driving the renaissance of Star Wars: McCallum himself. Lucas had met the American producer in the spring of 1984 while in London, visiting the set of Return to Oz, a dark and poorly received sequel to Wizard of Oz from Walter Murch and Gary Kurtz. Lucas had helped to bail them out of budget troubles. While visiting, he had wandered next door to the set of Dream-child, a biopic of Lewis Carroll by playwright Dennis Potter, which McCallum was producing, and looked wistfully at the small-scale production.
When Lucas tapped McCallum for Young Indy, he had found his next Gary Kurtz—or rather, the producer he’d always wanted Kurtz to be: someone who would move heaven and earth for the whims of George Lucas, communicate with the crew on his behalf, and, most importantly, keep a tight rein on time and budget. With a bruiser of a producer like McCallum, Lucas could return to directing.
“The great thing about Rick is that he never says no,” Lucas told Marcus Hearn, author of The Cinema of George Lucas. “He will screw his face up into a painful look—that’s when I know I’ve gone too far—and he will eventually come back to me having found a way it can be done. . . . If I don’t want to shoot a particular scene tomorrow but want something else, he’ll say OK, then he’ll work all night and move it all around.”
McCallum agreed that this was the job of a producer. “Your talent, if you have any, is to enable the director to achieve everything he can,” he said. “You want him to win.” The days when Lucas would have someone on set who would push back were long gone, and they weren’t coming back. Actors wouldn’t be a problem, either. With more and more digital resources at his disposal, he could not only direct the movie in the editing room, the way he always did, but even move the actors’ positions around in postproduction.
Star Wars fandom, meanwhile, was also pushing Lucas back toward the franchise. Aided by the explosion of the Expanded Universe during the early 1990s, the fans were back with a vengeance, and they were in Lucas’s face. It was something he’d brought on himself. He had numbered the original trilogy IV, V, and VI. Demand for I, II, and III became a steady drumbeat. The fans were getting older, they were watching the originals on VHS, and they were impatient. Pretty much everything Lucas had produced in the late ’80s and early ’90s, barring Indiana Jones, was a flop. But Star Wars was the nearest he had to a sure thing. It was, Lucas came to realize, his destiny.
“Part of the reason for doing it,” Lucas said of the Star Wars prequels at a press conference for one of those flops, Radioland Murders, in October 1994, “is that it’s the first question I get asked. Not ‘this is who I am’ or anything, but ‘when are you going to do the next Star Wars?’ So if I do the next ones, hopefully people will introduce themselves first.”
Lucas thought he could do the prequels cheaply and speedily. He would “never go above $50 million” per movie, he said. He would shoot them back to back and then focus on the all-important CGI. The first one would arrive in 1997, he decided, the second in 1999, and the third in 2001. The story would then be told, the fans would be sated and civil, Lucasfilm would never again be weeks from not being able to make payroll—as it was several times during the 1980s—and he would finally be able to get back to those small, experimental films. “It would hopefully make me financially secure enough to where I wouldn’t have to go to a studio and beg for money,” he recalled to Charlie Rose in 2004—a year when he was still fully preoccupied with the prequel-finishing task that should have been dispatched by 2001.
Anyone sitting down to write a screenplay on November 1, 1994, as Lucas apparently did, would have been interrupted eight days into the writing process by one of the most seismic midterm elections in postwar American history. Republicans took the House and the Senate for the first time in forty years. A resurgent GOP under House Speaker Newt Gingrich started pushing its tax-cutting, regulation-slashing “Contract With America.” Democrats, whose messaging had improved since Ted Kennedy’s “Star Wars” flub, started calling it a “Contract On America.”
It was perhaps no coincidence, then, that Lucas started writing about a “Trade Federation,” aided and emboldened by corrupt politicians, embroiled in some sort of dispute over the taxing of trade to the outlying star systems. We never learn what the dispute was about—whether the Trade Federation was pro- or anti-tax. But what we know is that the name of the leader of the Trade Federation—never actually spoken in the movie, but noted in the script from the start—was Nute Gunray. By 1997, when the GOP Senate leader was Trent Lott, Lucas had named the Trade Federation’s representative in the Galactic Senate: Lott Dod. We’re a long way from the subtlety of his Vietnam metaphor here.
The older Lucas got, the more overt his politics became. By 2012, he was openly siding with the Occupy Wall Street movement, describing himself as a “dyed-in-the-wool 99-percenter before there was such a thing.” It was increasingly clear to Lucas that his government had been “bought” by the rich, a process he abhorred. “I’m a very ardent patriot,” he told Charlie Rose, “but I’m also a very ardent believer in democracy, not capitalist democracy.” Asked by Rose why he didn’t just make a political movie, Lucas explained that he had. The prequels were designed to “subliminally” convey the message of “what happens to you if you’ve got a dysfunctional government that’s corrupt and doesn’t work.”
Contemporary politics weren’t Lucas’s only inspiration. He had brought out the secret file he’d been writing in since American Graffiti. There were folders marked “Character, Plot, Outline, Jedi, Empire.” The original notes for the prequels added up to fifteen pages. There was plenty of drama inherent in these episodes: Anakin Skywalker would betray the Jedi order, somehow. But how? Why? The outline didn’t always offer a lot of guidance. Here, for example, is what Lucas wrote for the man who was to become Darth Vader:
Anakin Skywalker (age 9–20) a boy who builds Droids and races powerpods. [9–20? That’s a pretty big range as far as movies go; this could be a children’s racing movie in the style of Herbie the Love Bug, or an adult racing movie in the style of Days of Thunder.]
Earnest and hardworking
Who dreams of becoming a starpilot and a Jedi
Good at heart
Blue eyes.
When ever he gets near a machine he gets an intuition and he knows what makes it work
Is he a mutation? Who was his father?
His mother outcast
Lucas loved no part of the process more than research. His desk was replete with books: Your Child’s Self-Esteem by Dorothy Briggs and The Gnostic Gospels by Elaine Pagels; Simon Schama’s Landscape and Memory, a sublime and meditative work on humans’ relationship to nature. The two-volume Peasant Questions and Savage Myths, full of very strange historical folktales. The Hounds of Skaith, a science fiction novel by the late lamented Leigh Brackett. Inherit the Stars: a science fiction novel published the same month as Star Wars, it was the first of a well-received trilogy.
Lucas had likely been sitting with his books and his notes for some time before he brought the cameraman in to witness the screenplay’s supposed birth on November 1, 1994. Once he decided to spring himself from the research trap and begin the screenplay of Episode I on that day, however, the Creator wrote like the wind, five days a week. Decisions were made. The uncertainty collapsed. Anakin would spend Episode I at the age of nine and then move up to twenty in Episode II. Lucas briefly considered starting Anakin as an adolescent, but he decided that Anakin leaving his mother would have more impact if the kid was just nine.
In theory, that made Episode I the story of how Anakin joined the Jedi order. To fill it out, Lucas came up with what he has since variously described as “a jazz riff” and “padding.” When he realized his digital technology could take him to a place where his imagination was unbound, one of the first things Lucas saw was the pod race—the drag racing of his adolescence, but a kind of “Wacky Races” version that children would enjoy. He saw an entirely digital environment, the most thrilling natural racetrack in the universe. The plot would accommodate this somehow.
As for the rest of it? Well, Lucas could have structured Episode I using his old friend and standby, the hero’s journey, as elucidated by his third mentor. But who was the hero? Lucas seemed reluctant to decide. He’d often talked about doing the back story of Obi-Wan Kenobi. That was his plan for the prequels as early as 1977: Obi-Wan as a young Jedi knight, how he met Darth Vader, what happened when he fought in the Clone Wars. Over time, however, Lucas’s intent shifted toward creating a six-movie story arc that told the tragedy of Darth Vader.
Was the hero Anakin, then? Possibly—but in no draft of the script was Anakin on screen for the first forty-five minutes. That’s three times the length of time it took us to meet Luke. Shorn of any kind of writing partner for the first time ever, Lucas returned to the anti-story approach of THX 1138 and applied it to a retelling of the original Star Wars trilogy. He was once again more interested in sound and vision than dialogue. And where he did use dialogue, it was as if he were writing a Dadaist, William Burroughs–style cut-up poem, made out of random words and phrases from the original trilogy: “wizard!”; “it’s a trap”; “how rude!”
Indeed, at various times during the production of Episode I, Lucas referred to his scriptwriting as poetry, a symphony, jazz. “With THX I became fascinated with that idea of visual jazz—take the same idea and just riff on it visually,” he said on the commentary track for the Episode I DVD. “There’s a lot of that going on in these movies. I like the idea of cyclical motifs that go on over and over.” Later he suggested: “The films are primarily designed to be like silent films. Dialogue and effects are part of the musical composition. I’m telling the story visually rather than using a lot of heavy dialogue. . . . The films are composed along lines of music. Many themes are going on through the films, and the themes repeat using different orchestration. You have the same dialogue used by other characters in different situations, so you have a recurring theme going on constantly.”
The first example of a thematic note that Lucas offers is Obi-Wan’s first line of dialogue: “I have a bad feeling about this.” Which is how you might respond to the idea of building a two-hour action adventure movie on the notion of a jazz riff.
Throughout much of the writing process, Episode I would simply be called “the beginning.” There’s one draft marked January 13, 1995, which would be astonishingly fast Lucas started on November 1. But it wouldn’t be inconceivable, given Lucas’s documented habit in later prequels of writing repeated, very fast drafts. Other dates that have been reported for drafts: June 13, 1996, for a revised rough draft, the following March for a second draft, and May 1997 for a revised second draft. A third draft is dated May 13, 1997, and a revised third draft from June 6, 1997, twenty days before filming began.
The first draft was markedly different from the final product. In the original Episode I script, Obi-Wan Kenobi has been sent alone by the chancellor of the Galactic Republic to resolve the Trade Federation’s blockade of the peaceful planet of Utapau (there’s that name from the original Star Wars again). The Trade Federation, persuaded by the mysterious Darth Sidious, a cloaked figure who is able to force-choke Nute Gunray long distance via hologram, attempts to assassinate Kenobi. The lone Jedi Knight escapes to the planet below and rescues a Gungan named Jar Jar Binks (who speaks in regular English sentences). With the help of the Gungan people, all of whom speak in regular English sentences, Kenobi travels through the ocean and the planet’s core to the city of Naboo on the far side of the planet. There he rescues Queen Amidala and escapes with her retinue in a silver spaceship. Amidala repeatedly resists the notion of traveling with a Gungan. She physically shuns Jar Jar for most of the movie.
With some interesting tension between Amidala and Obi-Wan, our heroes land for repairs on the backwater planet of Tatooine. Padmé, supposedly the queen’s handmaiden but in actual fact the queen, is sent to join Obi-Wan and Jar Jar on a mission to look for parts. She deflects unwanted attention from local thugs with a little martial arts. A slave boy named Anakin saves Jar Jar’s life and takes them back to his hovel, where he introduces his mother and a droid he’s working on: Threepio, who is entirely mute.
Anakin in this draft is full of ominous foresight—he claims to have seen Obi-Wan before, in a dream—and Jesus-like forgiveness of his enemies, who tend to be “in pain.” He is wise beyond his years, as when he tells Padmé, “We’re helping each other. That’s the natural way of things.” When Padmé asks Anakin if slavery is natural, Anakin responds: “Of course not. But the stupidity of many creatures is.”
He gives her a kiss on the cheek, and they watch the twin suns of Tatooine set.
Before they leave the planet, Obi-Wan is attacked by a Sith Lord called Darth Maul. They have an exciting but inconclusive battle of Jedi powers while “vibrating to the point of becoming almost invisible.” A Sith spacecraft follows the queen and the Jedi to Coruscant, the galactic capital and a planet city (the name was taken straight from Timothy Zahn’s trilogy). On Coruscant, Anakin is taken for brief Jedi testing by Jedi master Quigon [sic] Jinn. Queen Amidala is refused permission to talk about the invasion of her planet before the Senate, so she gathers her forces and attempts to retake Utapau herself—against Obi-Wan’s advice. Padmé and Jar Jar begin to develop common cause. Anakin helps out by evading the planet’s blockade—bringing their ship out of hyperspace right above the surface, a miraculous feat that the ship’s computers could not have achieved. He is apparently some kind of spatial savant.
The Gungans come to the planet’s aid after an impassioned speech by Jar Jar. Again, it’s in proper English. “I have traveled far,” muses Binks, as wise and solemn as Anakin. “I have seen many wonders. We must become a part of the universe. In isolation, we will die.”
He wishes Anakin well before they part for battle: “You are a wonder,” says Binks, “and most amusing.”
The Gungans attack the droids en masse. Obi-Wan and Quigon, who tagged along from Coruscant, liberate a planetary shield generator from a bunch of Trade Federation battle droids—taking the time to invoke Republic law and declare an illegal occupation. When the droids are defeated, Darth Maul attacks and kills Quigon. Despite the shocking death of his elder Jedi, Kenobi seems perfectly happy to banter with Maul on the topic of education—Lucas’s passion ever since he started his educational foundation in 1991—before casually slaughtering him:
OBI-WAN: Your style of fighting is old, but I understand it now.
MAUL: You learn fast.
OBI-WAN: You don’t bother to learn.
MAUL: I don’t have to.
OBI-WAN slices the Sith in half.
OBI-WAN: Learn not, live not, my master always says.
Anakin and Padmé together deliver the killer blow to the orbital craft, he acting as pilot and her as gunner. There’s a funeral for Quigon, for which Yoda flies in, and the old Jedi announces that Obi-Wan can train Anakin. There’s a victory parade, for which Utapau senator Palpatine shows up and happens to mention that he’s supreme chancellor now, though how he got the role isn’t clear.
You’d get a lot of agreement among Star Wars fans that what is described in that first draft sounds better than what ended up on the screen. There are only a few exceptions: the banter between Obi-Wan and Darth Maul, which seems inappropriate after the death of Obi-Wan’s elder Jedi, and the lack of explanation for Palpatine’s elevation. These hiccups were cleaned up in subsequent drafts.
Trouble is, so much else got cleaned up too. Lucas’s biggest change was to have Qui-Gon Jinn (now with a hyphen in his name) join Obi-Wan from the start, pushing him out of some scenes and distracting from what might otherwise be Obi-Wan’s hero’s journey. Obi-Wan was made to stay on the ship during the whole Tatooine sequence, in favor of Qui-Gon, and no longer developed any kind of connection to Anakin. Padmé was delighted by Jar Jar, not repulsed. Anakin was transformed from an ominous young Buddha to an excitable drag racer—more like Lucas at that age, perhaps.
The Jedi Council now had to tell us that the boy seems eerie, because nothing in his actions suggests it any more. Lucas cut a scene in which Watto removes the slave transmitter from Anakin’s neck, which would’ve made him more sympathetic. He cut Anakin’s ability to make the ship appear out of hyper space right next to the planet. Lucas seemed to be doing his damnedest to prevent Episode I from being either Anakin’s or Obi Wan’s hero’s journey.
There were changes large and small that dumbed the script down. Lucas added a wise-cracking, two-headed announcer to the pod race, rather than have Jabba the Hutt himself introduce the racers. And then there was the change that would cause Lucas no end of trouble: turning Jar Jar Binks from a wise, exiled, English-speaking Gungan to a clumsy buffoon spouting pidgin English. Lucas says he modeled this new comic relief version of Binks on the great physical comedians of the silent era—Buster Keaton, Charlie Chaplin, Harold Lloyd—with a little Jimmy Stewart and Danny Kaye thrown in for good measure. But in his pratfalls, loping gait, and falsetto voice provided by a black actor, Ahmed Best, critics saw something far less benign: a CGI minstrel show, a “Rastafarian Stepin Fetchit,” in the words of the Wall Street Journal’s Joe Morgenstern, the first writer to make the comparison in his Episode I review. Lucas and Best had to insist repeatedly that was not the intention. “How in the world could you take an orange amphibian and say that he’s a Jamaican?” a frustrated Lucas thundered to the BBC shortly after Episode I came out. “If you were to say those lines in Jamaican they wouldn’t be anything like the way Jar Jar Binks says them.” His protests fell on largely deaf ears, however, partly because the problem of unintentionally racist caricatures cropped up twice more in the movie. The Neimodians of the Trade Federation (Nute Gunray and his ilk) actually spoke with a soft Transylvanian accent; critics saw their imperial Chinese–style garb and heard Charlie Chan. Watto was speaking in a manner reminiscent of a gruff Italian shopkeeper; critics noted his trunk-like nose and saw an anti-Semitic cartoon. Lucas was still pulling random items from his grab bag of influences, but this time the influences conspired to make Lucas appear racially tone-deaf.
Why change Binks from sage to comedian in the first place? It seems Lucas was overly concerned about the prequels being darker than the original trilogy. They had to deal with the fall of the Old Republic, the fall of the Jedi, the rise of Vader, his all-but-destruction at the hands of Kenobi, the death of Luke and Leia’s mother. Lucas seemed to be compensating with comedic moments, however ham-handedly. It wasn’t just that he was trying to be his own Willard Huyck or Lawrence Kasdan–style script polisher and joke teller. A man raising three children may get used to driving the nighttime terrors away with goofy jokes and silly voices.
By the time Lucas had gotten around to the second draft, the movie he swore he would not make for more than $50 million was projected to cost $60 million. By the time he reached the fourth draft, that became $100 million—pretty much Lucas’s entire fortune. Once more, Lucas was gambling all his chips. Here was his chance to fund Lucasfilm for a generation, and to beat or come close to James Cameron’s Titanic, the new king of the box office. (Expected to be a monster flop, Cameron’s epic had made a record-breaking $600 million gross in the United States alone in 1997.) But perhaps most importantly, it was a chance to seal Lucas’s place in history as a groundbreaking pioneer of digital cinema.
But ILM’s digital chops had yet to be tested when it came to creating the wild and wonderful creatures of space fantasy. What if there were a Star Wars movie they could practice on? What if they were to give the original movies, say, a digital makeover?
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* In 1993, ILM and Silicon Graphics (also called SGI) inked a deal called Joint Environment for Digital Imaging, or JEDI, which essentially gave Lucas SGI workstations at cost. It’s fair to say the prequels would never have been made without JEDI.