23.

THE PREQUELS CONQUER STAR WARS

On May 25, 1977, the day the first Star Wars film had been released, the San Francisco Chronicle didn’t mention the film until page 51. On May 19, 1999, by contrast, the paper was shot through with it. The NATO bombing of Kosovo, President Clinton’s $15 billion spending request, the passage of a post-Columbine bill on child safety handgun locks: none of this made the front page. Instead, a giant headline wondered where the reclusive Lucas had gone on his big day: Back to Hawaii? (In fact, he was preparing for a vacation to Europe with his kids.)

Inside the Chronicle, readers could find an editorial titled “May the Hype Be with You” and an editorial cartoon showing a world filled with Star Wars signage. The city’s board of supervisors had just voted in a ban on the sale of laser pointers to children, because parents “believe these pointers can help their children imitate Luke Skywalker,” placing them at increased risk of blinding each other. A giant feature marveled at the 2,200 special effects shots in the movie and wondered—as everyone in the industry was wondering—whether cinema had just effectively gone digital. (In fact, less of the movie was constructed by computers than viewers suspected; the spaceship models were still real, and the world was years away from the debut of CGI Yoda.)

The movie’s soundtrack was reviewed in the arts section: “the score’s most delightful stretch is the bouncy undulating stroll associated with Jar Jar Binks, the Gungan with attitude,” it enthused. At the other end of the emotional spectrum, John Williams’s Duel of the Fates had already become the first classical work in MTV’s music video rotation. It was bombastic, ominous, choral, and it would inspire the presence of apocalyptic choirs in Hollywood soundtracks for years to come. Williams’s music, the oxygen of Star Wars, was still operating at peak flow.

The scene at the Coronet had been repeated across the country; every local news outfit had a reporter standing in front of the lines of lawn chairs and sleeping bags. Many had helicopters flying overhead. One Oregon station ran this shocking news: a local theater had only four fans camping outside.

In 1977, Star Wars had opened on 32 screens. In 1999, The Phantom Menace opened on 7,700. Fox spent around $50 million advertising it, which was actually a low figure for such a major movie; the media was doing its job for them. That helped, because Fox was only getting 7.5 percent of the ticket gross, less than a third of its regular percentage. And Lucas? It was widely believed that the movie was about to make him a billionaire.

Lucas may have already passed that milestone by this point, based purely on the merchandising deals. Hasbro paid $400 million for the rights to make toys based on the movie—and they weren’t even exclusive rights. Lego had jumped into the Star Wars universe with the first licensing deal in the Danish toy giant’s fifty-year history; this despite the fact that one of the company’s vice presidents had declared two years earlier that Lego would license Star Wars “over my dead body.” The CEO, himself a Star Wars fan, won his executives over by commissioning surveys of parents in the United States and Germany that revealed a vast majority would purchase Lego Star Wars sets if they were available. Sure enough, more than $2 billion worth of Star Wars Legos were sold in 1999 and 2000, helping to pull the company back into profitability. Toys “R” Us and FAO Schwartz held their first midnight openings—an event called “Midnight Madness”—in May 1999, at which all of these new toys were made available at once. (Even the Coronet line warriors turned up at the local store en masse.)

There were seventy-three other official Star Wars licensees. Not all of them were aimed at children. Yves Saint Laurent, for example, produced Queen Amidala makeup. Plenty more ideas were left on the table. The world would never see the “gurgling Gungan” squeezable plastic heads or rip-cord pod racer toys dreamed up by one agency for the Pepsi Episode I promotions. Even so, Steve Sansweet called the resulting flow of merchandise “a flood of biblical proportions.” Pepsi produced an incredible 8 billion cans of Episode I soda. Instead of a golden ticket, there were 250,000 gold-colored cans of Yoda-themed Pepsi: these were worth $20 if you mailed them in. A decade that had begun with Star Wars fans essentially in hiding would end with more Star Wars characters printed on aluminum cans than there were people on the planet.

Star Wars fan club membership reached its zenith around the time of the Episode I release. Dan Madsen was mailing two million copies a month of “Star Wars” Insider, the new name for the Lucasfilm Fan Club magazine. (For comparison, he mailed five hundred thousand copies of Star Trek Communicator a month.) In April 1999, Madsen was also the instigator of the first Star Wars Celebration, a three-day event at the Air and Space Museum in Denver. It was the first licensed Lucasfilm gathering of fans, all of it intended to promote Episode I. Madsen and his tireless MC, Anthony Daniels, paved the way for twenty thousand fans from around the world to gather in Denver. There was a torrential downpour, and the vendor tents began leaking. Still, there they were, thousands of Star Wars addicts calling friends back home on chunky cell phones about the short extracts from the movie being screened.

Such previewed scenes from Episode I were the subject of intense deconstruction, as were the trailers. The first Phantom Menace trailer debuted online and was downloaded ten million times. That may not make it sound like a big deal in the age of YouTube, but in 1998, when less than a third of Americans were online, nearly all of them on horrifically slow 56K connections, it was huge. Downloading a video could take hours. Meanwhile, hardcore fans would pay for Meet Joe Black and The Waterboy and then try to claim their money back before the movie started—because these were the movies before which the Phantom Menace trailer appeared. Theaters soon caught on and refused refunds. But for the fans desperate for the smallest crumb of detail, it was worth it for the stories you could tell yourself based on this imagery: a queen in council, a field full of droids, a shining city on a waterfall. The idea of Star Wars was back—and how.

Once the movie was out, many hard-core fans would need to see Phantom Menace a number of times. Casual viewers wanted to see it at least once just to find out for themselves what all the fuss was about. Workplace consultants Challenger, Gray & Christmas estimated that 2.2 million employees in the United States alone skipped work on May 19 to see it. Some bosses simply declared a Star Wars holiday. The movie grossed $28.5 million in ticket sales on opening day, a new record.

The negative reviews were already starting to arrive by that point, but it didn’t seem to matter. Time and Newsweek, both of which had raved about the original Star Wars, gave Phantom Menace the thumbs-down. “The actors are wallpaper, the jokes are juvenile, there’s no romance, and the dialogue lands with the thud of a computer-instruction manual,” thundered Peter Travers in Rolling Stone. “Joyless, overly reverential and impenetrably plotted,” concluded the Washington Post. Variety complained that the movie lacked any emotional pull, wonder, or awe. There were quite a few positive reviews, though, including one from the biggest name in criticism. Roger Ebert had been personally briefed by Lucas and was on the director’s wavelength. “Dialogue isn’t the point,” he insisted. “These movies are about new things to look at.”

At first, moviegoers seemed to agree with Ebert. Gallup released a Phantom Menace poll—in fact, Gallup released three Phantom Menace polls, because that’s how big a deal the franchise was—taken between May 21 and June 19, 1999. In the first poll, 52 percent of people who saw the movie described it as “excellent”; by the third poll, that number had fallen to 33 percent. But most of the balance had shifted into the “good” category. The percentage of people describing the movie as “poor” never went above 6 percent—about the same as the percentage of respondents calling it “one of the greatest movies I’ve ever seen.”

Negative reviews may have slowed ticket sales, but only in the sense that a pile of sandbags can slow a tsunami. Prerelease estimates put the opening weekend gross at between $100 million and $190 million; as it turned out, Phantom took a week to reach $134 million. But the film was raking in money all the same. “It’s entirely critic-proof,” said NPR film critic Elvis Mitchell, who wasn’t a fan. “It doesn’t matter if this movie is basically like an intergalactic version of C-Span. They’re talking about treaties for two hours. No. People will go. They want to see it because they want to be part of the phenomenon.”

Phantom Menace was the biggest movie of 1999 and, unadjusted for inflation, the biggest Star Wars movie ever. It grossed $431 million in the United States, but $552 million in the rest of the world—the first movie in the saga for which the foreign take beat the American. It made most of its money in countries where most of the audience were reading subtitles and didn’t care about the delivery of the dialogue anyway. I spent a good part of Star Wars Celebration Europe in 2013 drinking with German fans who raved about how much they loved Episode I. Japan in particular went nuts for the film. The gross in that country alone—$110 million—almost equaled Lucas’s entire budget.

For Lucas, who had never cared for critics, the international success of Episode I amounted to a vindication. He didn’t much care for the Academy either, so the fact that Phantom Menace lost the 2000 visual effects Oscar to The Matrix would have been a minor annoyance. The box office didn’t lie: he was on the right track—playing the right music, so to speak. Episode I was a visual spectacular; the dialogue didn’t matter. If the actors were always going to be upstaged by the effects, why worry about the acting? Best to stick with the silent movie / symphony concept. It seemed to have worked so well, in fact, that Lucas wasted no time in putting it to work again—this time with even more gusto.

In August 1999, some three months after the premiere of Episode I, Lucas and his kids returned from their European travels. In September, Lucas began to write Episode II. The moment was once again captured by Lucasfilm cameras. The footage they recorded belied McCallum’s claim in May 1999 that Lucas was “about a quarter of the way through the script” of Episode II and would “have it done in September.” This discrepancy would not have been the biggest deal, except for the fact that production on the new film was already in motion. The stage had been booked. Filming was due to start—in Australia this time, where tax breaks and tech-savvy workers had also attracted the makers of The Matrix—in June 2000. McCallum spent most of fall 1999 on planes to and from Sydney, racking up ninety thousand air miles in the process.

Lucas had spent three years writing and rewriting Episode I; he would now have to turn out a script for Episode II in a mere nine months. He sat down at the door desks in his writing tower, “started on page one, and working my way through a first draft as quickly as possible,” he told author Jody Duncan. Then he “started right away on a second draft.” This would apparently be the second of a record number of drafts—fourteen or fifteen—that Lucas wrote before he had the results typed up as a “rough draft.” He then did another two or three before having it typed up again as a “second draft.” We don’t know how many penciled versions preceded the third draft. The next part of the chronology to be recorded in Lucasfilm lore is that the fourth draft was polished by Young Indiana Jones writer Jonathan Hale, who had finally gotten that long-awaited call from Lucasfilm. Lucas estimated he’d done twenty rewrites of Episode I over three years. For Episode II, it appears he wrote twenty rewrites in ten months, or a draft every six days, given that Lucas told Duncan he was only writing three days a week.

This wasn’t writing so much as live jazz performance.

This time, Lucas seems to have been coping with the psychotic process of scriptwriting by caring less about the actual outcome. Maybe that was the only way anyone could have done it, given the tremendous burden of expectations from Planet Star Wars. From the scripts that have leaked out of this production, which was even more secretive than Episode I, it seems he was having his most fun writing Star Wars ever. He walked right up to the line of spoofing himself Mad Magazine style, and then he stepped over it. Lucas’s joking initial title for Star Wars Episode II, which he stuck with for a number of drafts, was “Jar Jar’s Great Adventure”—as if setting out to tweak older fanboys who were already fuming about the character. In early drafts, when Padmé gets Jar Jar to fill in for her in the Galactic Senate, Lucas played with the notion that the Gungan can speak proper English when necessary:

       PADMÉ: Representative Binks, I know I can count on you.

       JAR JAR: Yousa betchen mesa bottums.

       PADMÉ: What??!!

       JAR JAR: (coughs, recovers) Oh, pardone-ay, Senator. I mean, I am honored to accept this heavy burden. I take on this responsibility with deep humility tinged with an overwhelming pride.

The joke would disappear from later drafts. Jar Jar emerged as a dangerous dupe of Chancellor Palpatine, proposing emergency war powers to the senate. Lucas was bending over backwards to find the most vital reason for Jar Jar to be in Star Wars in the first place. You think Jar Jar ruined the galaxy far, far away? Turns out he literally did.

There’s more evidence for an increasingly carefree touch on the part of the Creator. Obi-Wan Kenobi encounters a drug dealer in a bar hawking “death sticks”; in his script, Lucas named the character “Elian Sleazebaggano.” When Yoda encounters the separatist leader and secret Sith lord Count Dooku—another so-dumb-it’s-hilarious name—Lucas not only changed his mind about whether Yoda ever wielded a lightsaber, he’d insisted to Kasdan during the Return of the Jedi roundtable that the little green guy didn’t fight—but in describing Yoda’s style, he started to sound like an announcer on an old-time radio serial:

           YODA attacks! He flies forward. COUNT DOOKU is forced to retreat. Words are insufficient to describe the range and skill of Yoda’s speed and swordplay. His lightsaber is a humming blur of light.

               Count Dooku’s lightsaber is sent cartwheeling from his hand. He staggers back, gasping and spent, against the control panel. YODA jumps onto DOOKU’S shoulders, and is about to drive the lightsaber into the top of the Count’s head.

               YODA: The end for you, Count, this is.

               COUNT DOOKU: . . . Not yet . . .

It seemed Lucas had forgotten all Campbell-esque pretensions and was simply riffing on a theme of Flash Gordon. (“Words are insufficient to describe . . .” could also be translated as “ILM, insert fight sequence here.”) He admitted as much himself. “This was much more like a movie from the 1930s than any of the others had been,” Lucas said, “with a slightly over-the-top, poetic style.” The title itself, Attack of the Clones, couldn’t have been more Buck Rogers. Ewan McGregor’s reaction, when he was told the title on the red carpet at another movie premiere: “Is that it? That’s a terrible, terrible title.”

And if there were plot holes? Then there were plot holes; there were more than enough of them in the 1930s too. Lucas tap-danced past plot problems like Guido Anselmi, the fictional filmmaker in Fellini’s 8 1/2, another director caught up in making a strange movie about rocket ships. Since Lucas was so familiar with his material after so many drafts, he assumed the audience would easily see through the mystery that Obi-Wan spends much of the movie trying to solve—who ordered up thousands of Clone troopers, the proto-Stormtroopers who were to arrive just in time to save the Jedi from the separatists on the planet of Geonosis? The truth behind their mysterious maker seemed gapingly obvious to the Creator. “I was always worried in Episode II that I was giving away too much,” he reflected in 2005, “in terms of people asking questions about ‘Where did the clones really come from?’”

Indeed, there was no mystery for anyone paying attention. Jango Fett, the bounty hunter who provides the DNA on which the Clones (and his son, Boba) are based, tells Obi-Wan he was recruited not by a long-lost Jedi master, as Obi-Wan believed, but by “a man called Tyranus.” Later on, the audience is told that Darth Tyranus is Count Dooku’s Sith name. Though the fact that the Clone troopers would betray the Jedi was supposed to remain a mystery until the third movie, it’s an outcome hiding in plain sight. Obi-Wan, surprisingly incurious about the whole Tyranus thing, now appears to be as much of a dupe as Jar Jar.

It could have been worse. The name of the lost Jedi master who supposedly ordered the army was originally rendered as “Sido-dyas”—not a whole world away from “Sidious,” Palpatine’s Sith name. Lucas evidently felt this was just a little too obvious for the audience, and that it made the Jedi into even more obvious dupes. But there was one typing error in a printed-up draft of the script in which this never-seen character became “Sifo-Dyas.” Lucas liked that. The name stuck, the Expanded Universe did the rest of the work, and today Jedi Master Sifo-Dyas is a full-fledged character with a lengthy Wookieepedia entry. (Spoiler alert: he was murdered by Count Dooku and his blood inserted into the cyborg Sith soldier General Grievous.)

Then there was the romance between Anakin and Padmé, which lurches on for scene after painful scene. From the start of the Episode II process, Lucas knew he was trying to write an old-fashioned romance. He expressed concern that the young boys in his target audience would roll their eyes at its flowery nature. But that’s not actually what we ended up with. The love scenes, in the eyes of most viewers, are more flummery than flowery. Here’s a taste of the young couple’s supposedly flirtatious banter—and this from the final draft:

       ANAKIN: Well, tell me, did you dream of power and politics when you were a little girl?

       PADMÉ: (laughing) No! That was the last thing I thought of, but the more history I studied, the more I realized how much good politicians could do. After school, I became a Senatorial advisor with such a passion that, before I knew it, I was elected Queen. For the most part it was because of my conviction that reform was possible. I wasn’t the youngest Queen ever elected, but now that I think back on it, I’m not sure I was old enough. I’m not sure I was ready.

       ANAKIN: The people you served thought you did a good job. I heard they tried to amend the Constitution so you could stay in office.

       PADMÉ: Popular rule is not democracy, Annie. It gives the people what they want, not what they need. And, truthfully, I was relieved when my two terms were up. So were my parents. They worried about me during the blockade and couldn’t wait for it all to be over. Actually, I was hoping to have a family by now. . . . My sisters have the most amazing, wonderful kids. . . . So when the Queen asked me to serve as Senator, I couldn’t refuse her.

       ANAKIN: I agree! I think the Republic needs you. . . . I’m glad you chose to serve. I feel things are going to happen in our generation that will change the galaxy in profound ways.

       PADMÉ: I think so too.

It would be hard to call this romance—harder still to call it a kids’ movie. It’s barely even intergalactic C-SPAN. It might be nearer the mark to call it “well-intentioned didactic dullness.” It reminds us of Luke Starkiller in the second draft of The Star Wars, delivering pages of explanation to his younger brothers about the history of the gangsters in the Galactic Senate. Lucas, no romance novelist he, originally had the couple marry in the middle of the movie rather than the end.

As many rewrites as the script for Episode II apparently went through, Lucas still didn’t turn over a single typed draft to his staff during the entire preproduction process. This was a step beyond only giving actors the pages they needed; the entire movie was unknown to almost everyone involved until Lucas got on a plane to Australia for the beginning of the shoot. An army of designers was stuck creating planets and creatures without having any idea where they would fit, or how long they would be featured on the screen. McCallum, the producer who never says no, was stuck trying to make a budget without being able to itemize everything he was budgeting for. Lucas was playing jazz: bouncing back and forth from the design team’s artwork, gaining inspiration for the script from the rest of Lucasfilm rather than the other way around.

McCallum made light of the situation in an interview with “Star Wars” Insider in January 2000: “Right now we don’t need a script,” he said. “It’s better for [Lucas] to concentrate on the dialog and themes as he goes along, while we’re working on the look.” The script would be completed “whenever George hands it to me.” McCallum compared Episode II to Citizen Kane, the script for which Orson Welles finished two days before filming began. “We’re not putting any pressure on him,” he added.

Even when Lucas handed over the typed version of the final script, it wasn’t finished; that was when he had Jonathan Hales do his polish, working remotely from London. On set, Lucas went over Hales’s quickly assembled draft, rewrote it, and finally delivered it to the crew three days ahead of the first shot, not quite—but almost—matching Welles’s record. Even after the shoot, Lucas wasn’t satisfied with the script and tried to flesh out the character of Count Dooku by inserting dialogue making him Qui-Gon’s former master.

The key actor for Episode II, Canadian unknown Hayden Christensen, had been cast for the role of the adolescent Anakin Skywalker without reading a word of the story. When he finally saw the script, the new Anakin blanched: “The dialogue was, well, I didn’t know how I could make it convincing,” he recalled in 2005. “Finally, I just said to myself, I am George’s voice. This is his vision, and I’m here to fulfill it, and that’s how we worked.” (We’re a long way from the days of “you can type this shit, George, but you can’t say it.”)

And so the shoot proceeded, from June to September 2000, with an army of artists and engineers attempting to fulfill Lucas’s vision. He himself was most concerned with his latest technological milestone: creating the first movie shot entirely digitally. He had gone to Sony and Panasonic and urged them to create a camera that was up to the task; what came back was the Sony HDC-F900, a digital camera that took twenty-four high-definition shots a second. But ILM was given less than twenty-four hours to vet the camera before it left for Sydney, and was horrified at the shots that came back. The camera compressed its blue channel data to roughly a quarter of the regular red and green size—which would have been of minor concern had most of the movie not been shot against a blue screen. To all intents and purposes, Lucas might as well not have used the blue screen at all. Dozens of artists and image specialists had to apply hundreds of painstaking fixes to what they called “garbage.” Yet to Lucas, visual effects existed in an opaque box. ILM staffers remember John Knoll, cocreator of Photoshop and the movie’s visual effects supervisor, being frustrated about the limited number of times he could intercede with the Creator on digital matters, after which Knoll felt he would have to shut up for a few days.

After the hoopla of Phantom Menace, the Attack of the Clones release on May 16, 2002, was a relatively subdued affair, at least in the United States. It opened on roughly half the number of screens—3,161—with relatively little advertising and no fast-food tie-ins. Still, at first, Episode II did even better than its predecessor, scoring a four-day gross of $116 million—the same as the movie’s budget. For the first time, a Star Wars movie was opening all around the world simultaneously, in more than seventy countries. Add a $67 million international opening weekend, and it became clear those merchandising deals hadn’t been necessary anyway.

While some critics felt the movie was an improvement on Phantom Menace, most reviewed Attack of the Clones even more poorly than its predecessor. Based on the “top critics” section of the reviews website Rotten Tomatoes, Clones is the least well-reviewed of the first six episodes, with a 37 percent fresh rating. No one doubted the movie would make buckets of cash regardless, and the reviewers showed a kind of resignation in their despair. For the first time, Star Wars was compared unfavorably to the Flash Gordon serials. “The screenplay would make Buster Crabbe call for a rewrite,” wrote Michael Atkinson in the Village Voice.

           Figuring out where the Republic, the Federation, the Corporate Alliance, and the Trade Guilds begin and end is more than Lucas himself manages to do, and the endless exposition is such irritating gibberish that you’re prone to ignore it and look out the windows as the digital planes sail by. When I was a kid in school, we called this “tedium.” Today, it’s a secular theophany.

               Taken as five films—or six, in a year or so—this is hardly an epic (a word that implies moral, human, and social weight). It’s a marathon of irrelevant preadolescent dreaming. One could maintain that Lucas’s ongoing opus will eventually juice more consumers than any other cultural manifestation in the history of the race besides the Bible. At the very least, if a Jedi emissary were to examine mankind through its most widely perused texts, Lucas’s massive fantasy would surely stand in the top five.

               Stop the planet, I want to get off.

There were points of light in the critical darkness. The lightsaber battle between Dooku and CGI Yoda won praise for being unexpected and effective: you’ll believe a small green guy can fly. Then there was the hellish ending: legions of Clones assembling under dark red light on Geonosis, the largest digital army ever seen on screen. In the years since the first trilogy, fans had assumed that those Clones we’d been hearing about, the Clone Wars that Lucas kept off-limits to other writers, were some kind of external invasion. As a title, Attack of the Clones enforced that misdirection. Now it turned out that the Clones were space soldiers, proto-Stormtroopers—and they fought on the side of the good guys. “I was wonderfully blindsided by the reveal in Clones,” says author Timothy Zahn. “Well played, George, well played.”

Again, poor reviews bounced right off Lucasfilm like it was Teflon. Riding high on another successful movie, the company spun off its theater sound division, THX, as a separate private company, in which Lucas held a minority stake. Lucasfilm was evolving in other ways, too; Lucas moved most divisions of his company into Red Rock Ranch, just down the road from Skywalker Ranch, because it was getting too big for Skywalker to contain. ILM maxed out at around 1,500 employees. Lucas signed a lease to build a new headquarters in San Francisco.

Lucas Books, meanwhile, was busily divvying up the Expanded Universe into specific eras spanning thousands of years: the Old Republic, Fall of the Republic, the Rebellion, the New Republic, the New Jedi Order. It was a smart way to diversify Star Wars holdings at a crucial moment. Not a fan of the prequels? You could still find something to love in these other areas of the galaxy’s long history. The Old Republic era, a twenty-four-thousand-year period when Jedi and Sith were fighting epic battles in much greater numbers than in the prequels, proved particularly popular in spin-off media, such as the Tales of the Jedi comics, the award-winning 2003 role-playing game Knights of the Old Republic, and the massively multiplayer online game The Old Republic, which gained a million players within weeks of its launch.

Internal Star Wars history was further brought into line at Lucasfilm with the creation of the Holocron, a database that not only listed all the characters, planets, ships, and concepts in the series so far but stated what level of canon they were. The highest level was G-canon, which stands for George: the movies and anything Lucas was directly involved in. The lowest level was S-canon, which might as well stand for “stupid”—the Holiday Special, alongside anything else from the early days when Lucasfilm wasn’t paying quite so close attention. Until 2002, the continuity rules of Star Wars were dictated by the internally famous “black binders,” of which Lucas holds the original. Afterwards, it would all be digital, in a surprisingly mundane-looking SQL database, just like millions of other collections of corporate assets on computers around the world.

Lucasfilm employee Leland Chee created and manages the Holocron to this day. Officially, he is described as a continuity database administrator. Unofficially he is the bearer of what Wired magazine dubbed the “coolest job in the world.” Chee was the one who had to work out small but vital matters such as how long it took the Millennium Falcon to travel from Hoth to Bespin. He typed in every one of the fifteen thousand Holocron entries so it had a consistent voice; he was the one who had to decide just how important every single Star Wars character ever seen on screen or mentioned in a book is, on a scale of 1 to 4. “Luke is obviously a 1,” he says. “A background character who doesn’t even have a name is a 4.”

Chee wasn’t a fan of either of the latest works of G-canon, Episodes I or II, when he set up the Holocron. It didn’t matter. Creating enough internal consistency to protect the idea of Star Wars, preventing the universe from ever having to “reboot,” was enough of a responsibility to humble even the most hardened first-generation Star Wars fan. The fan-edited online encyclopedia, Wookieepedia, didn’t start up (as a splinter group of Star Wars fans who’d been editing entries on Wikipedia proper) until March 2005. Chee’s Holocron would always have three years’ head start—though Wookieepedia would always be way more wordy.

As Chee beavered away, the world was no less obsessed with codifying the language of Star Wars. On September 25, 2002, the terms “Jedi,” “The Force,” and “Dark Side” were officially entered into the Oxford English Dictionary. Meanwhile in Texas, an energy brokering company called Enron was busy executing a secret plan to extort money from the state of California by artificially raising the cost of electricity; the plan was called Death Star. Enron helped set it up through subsidiaries called JEDI, Obi-1 Holdings, Kenobe, and Chewco. Star Wars was a cultural institution now. Everyone—even the bad guys—loved the idea of it. Not even the worst Star Wars movie George Lucas could contrive to make would change that.

The familiar cycle of the prequels was under way once more. Episode III had gone into preproduction shortly before Episode II arrived in theaters, at which point Lucas left for his now traditional family vacation. Returning in late August 2002, he once again had roughly nine months to gestate the script before filming started. Once again, he would keep his design team updated on the locations he was planning to use, while keeping them in the dark about the script itself. It had worked once, as far as he was concerned, and it would work again.

Before he wrote it, Lucas declared Episode III would be “the most fun to do.” Finally, we’d see the Clone Wars themselves. We’d see Anakin and Obi-Wan duel over volcanic lava, a scene Lucas had been ruminating on since 1977. And we’d see the final transformation of Skywalker into Vader.

The new script should have come naturally. But for months, Lucas wrote nothing. “I’ve been thinking about it,” he said in November. He still hadn’t started by the first week in December 2002. “Take an aspirin,” he suggested to a frustrated McCallum.

“Aspirin?” the producer shot back. “I need to freebase!”

Lucas’s problem: too many characters and concepts clamoring for his attention, more than the movie could possibly contain. Young Boba Fett’s revenge on Obi-Wan for killing his father would be fascinating, but not essential. Ditto with seeing a 10-year-old Han Solo meeting Yoda on the Wookiee planet of Kashyyyk—a concept that made it as far as a design sketch and a single line of dialogue in the rough draft. (Young Han to the Jedi master: “I found part of a transmitter droid near the east bay. I think it’s still sending and receiving signals.”) Lucas was determined to shoehorn Peter Mayhew reprising his role as Chewbacca into the prequel trilogy, however, even if only for a few seconds: he wanted to show that Chewie had actually been a little short for a Wookiee all along. Artoo and Threepio had to be in there too, simply because they needed to be in all six movies. To give Padmé some purpose, he wanted to show her founding the Rebel Alliance. He needed to show the Jedi at war with Clone Troopers at their side and initially had the notion that we would see seven battles simultaneously on seven different planets. He felt he ought to kill off an important Jedi during the course of the movie, he felt, but pretty much every major character still alive at the end of Episode II (Obi-Wan, Anakin, Yoda) survives into the classic trilogy in some form; he decided on Mace Windu. Samuel L. Jackson understood, but insisted on an important, grandiose death scene. The ending Lucas wrote for Episode III somehow didn’t match up with the beginning of Episode IV, so he had to “disassemble Episode III and rethink it.” He would admit to author Marcus Hearn that he had “painted myself into a corner” with the script. His solution: focus on Anakin’s fall to the Dark Side at the expense of just about everything and everyone else. Boba Fett: out. Padmé founding the Alliance: gone. Seven battles on seven planets: sayonara.

Lucas was so boxed in by the needs of the plot that he couldn’t even stay consistent to his own G-level canon. In Return of the Jedi Princess Leia remembered her “real mother,” that is, Padmé, being around, “kind but sad,” when Leia was a very small child. But Lucas felt it would make things that much more dramatic if Padmé were to die while birthing her twins. The “kind but sad” interaction with Leia was reduced to a few seconds between heartbroken mother and child.

By the end of January 2003, Lucas eked out a fifty-five-page treatment for McCallum’s eyes only. Its title, clearly mirroring and acquiring the abandoned word from the Return of the Jedi title: Revenge of the Sith. As with the rough drafts of Attack of the Clones, there was little here that would not make it into the final movie. Some differences: Anakin’s vision of the future that drives him to the Dark Side involved Padmé “consumed by flames” in the rough draft, rather than dying in childbirth as he foresees it in the final film; she eventually dies “on the operating table,” possibly by injuries inflicted by Anakin; in the script, Palpatine also makes clear to Anakin that he was able to manipulate his birth via the Force, causing the midi-chlorians to create him out of nothing. “You might say I’m your father,” said Palpatine, in what was likely intended as an echo of Vader’s most famous line in Empire. Anakin responded just the way Luke did: “That’s impossible!”

The rise to power of the Nixon-like overlord, the transition from Senator Palpatine in Episode I to Chancellor Palpatine in Episode II to Emperor Palpatine in Episode III: this was a story Lucas had long been interested in telling in the prequels, and it would just about survive as a subplot. It was a pessimistic summary of his reading of history: “All democracies turn into dictatorships, but not by coup,” he told Time before the launch of Episode II. “The people give their democracy to a dictator, whether it’s Julius Caesar or Napoleon or Adolf Hitler. Ultimately, the general population goes along with the idea. What kinds of things push people and institutions in this direction? That’s the issue I’ve been exploring: how did the Republic turn into the Empire? How does a good person go bad, and how does a democracy become a dictatorship?”

That exploration would reach its end in Revenge of the Sith, peppered as it was with more political references than any other movie in the saga. Fans assumed that the dark overtones of Episode II were influenced by the political situation at the time: in 2002, it was hard to see a movie that featured a Republic beset by terrorist bombings and war on distant planets, a Republic sliding into dictatorship via the granting of emergency war powers, and not think you were watching a specific commentary on George W. Bush’s administration post–9/11. But that wasn’t Lucas’s intent: when he’d finished his script of the movie in March 2000, Bush wasn’t even president.

Episode III, however, was written around the US-led invasion of Iraq in March 2003. In the Bay Area, protests against the Iraq War and Bush were as hard to avoid as Vietnam and Nixon were during the writing of Star Wars, especially for a self-confessed news junkie like Lucas. Suddenly, after Anakin Skywalker is first dubbed Darth Vader and confronts Obi-Wan, we find him using this line: “If you’re not with me, you’re my enemy.” Few adult listeners at the time would fail to pick up a reference to Bush’s line in his speech to Congress on September 20, 2001: “Either you are with us, or you are with the terrorists.” Obi-Wan’s response would have cheered the heart of every voter who felt some nuance was lost in Bush’s black-and-white worldview: “Only a Sith deals in absolutes.” Promoting the film later, Lucas would declare his hostility to Bush for the first time, publically comparing him to Nixon and Iraq to Vietnam. “I didn’t think it would get this close,” he told reporters at Cannes. The endless circle of politics, as Darth Vader might say, was now complete.

As he wrestled with condensing all of this into a script, Lucas was riding his deadline like never before. By March 2003, he’d written half of a first draft. At a production meeting, he described the same mental-block problems he’d had all those years ago. His enemies, he said, were “inertia. Procrastination. I sit there with that page in front of me, . . . I can be chained to my desk, and still not write it.” He was forcing himself to finish five pages a day again. The script had come so easy in Attack of the Clones, when he had been jazz-riffing, loose and carefree. Now it was crunch time, his final Star Wars movie, the end of all loose ends, the arrival of Vader, and he might as well have been back in 1974.

On April 10, 2003, with twelve weeks to go before shooting, Lucas finished a 111-page first draft in pencil. What had the Creator decided this time? He had pulled back from Palpatine telling Anakin outright that he was his father. (Making Vader Luke’s father, Leia his sister, and Threepio his sort-of brother was fine, but apparently making the Emperor Luke’s sort-of grandfather was a familial step too far.) Instead Palpatine tells Anakin the story of another Sith Lord, Darth Plagueis, who was able to create life and end death, but was ultimately and ironically destroyed by his own apprentice (i.e., Palpatine himself). He added Palpatine hinting that Obi-Wan was “seeing a certain senator,” playing on Anakin’s jealousy over Padmé. When Anakin is revived in his Vader suit after his tragic duel with Obi-Wan, he asks Palpatine about Padmé and is told “she was killed by a Jedi.” (In the movie this would become “you killed her,” filling Vader with self-loathing rather than rage against the Jedi order.)

By early June, Lucas delivered a second draft of the script. In late June, four days before filming was to start in Australia, Lucas finished a quick third draft. Again, the shoot ended in September; this time it was notable for having no location shots whatsoever. Everything was green screen. At the suggestion of Coppola and the urging of McCallum, Lucas hired an acting and dialogue coach, Chris Neil, who was coincidentally the son of Coppola’s brother-in-law. Natalie Portman raved about Neil. Unfortunately, Portman was increasingly difficult to deal with on set—some of the crew say she made several actresses playing her handmaidens, including Keira Knightley (age twelve in The Phantom Menace), cry in the previous prequels, allegedly for the crime of talking to her without permission. According to some Lucasfilm insiders, many of her lines were cut from Revenge of the Sith for that reason. She had little left to do but to be barefoot and pregnant with the Skywalker twins.

Lucas had one more character to squeeze into the lineup after the movie was shot. Though he would only appear on screen for seconds during the opera scene in which Palpatine tempts Anakin to the Dark Side, and he had never appeared in any of the other films to date, this character was key to the entire six-movie arc. His name was Baron Papanoida, a blue-skinned playwright who, according to Wookieepedia, built himself an entertainment empire on his home planet and liked to keep his past shrouded in mystery. The actor who played Papanoida was insistent that his daughter Katie be in the shot too. The actor’s name: George Lucas.

One final redrafting happened in postproduction. Having assembled a rough cut of the film, many ILM staffers felt that Anakin didn’t seem to have enough reason to turn to the Dark Side. Lucas screened the rough cut for Coppola and for Spielberg; “Steven confirmed that most of everything was working,” he said. But the more he edited, the more Lucas changed his mind. He added another vision of Padmé dying in childbirth, making absolutely certain the audience would understand that this was the reason Anakin turned to the Dark Side. Originally, the reason Anakin saved Palpatine from Mace Windu’s lightsaber and killed Windu himself was because Skywalker believed there was a Jedi conspiracy against Palpatine. Christensen and McDiarmid were called in one last time to reloop their dialogue: now Anakin killed Windu because Palpatine insisted he knew how to save Padmé.

This, then, became Episode III’s shock reveal, the equivalent of the Clone Wars fake-out: Anakin became Darth Vader out of a selfish kind of love. He wanted to hold onto his wife at all costs. Lucas compared the result to Faust. But the plot was so disrupted by this decision that Lucas had left what he called a couple of “sharp right turns” on the road to the Faustian bargain. Case in point: Anakin tells Windu that Palpatine is a Sith who should be arrested, moments before he decides to kill Windu. Another few minutes go by, and Anakin is knighted as Darth Vader and declares he will kill all the Jedi. A few minutes more, and he’s slaughtering children offscreen at the Jedi Temple.

This, in the end, is perhaps the most mystifying decision in the entire prequel trilogy. Vader’s long conversion to the Dark Side was the story Lucas supposedly wanted to tell. Fans once assumed this fall would be spread over three movies. In the end, the fall took place in fewer than ten confusing minutes.

Everywhere at ILM, it seemed, all of Star Wars was being fixed up and given a new coat of paint—not just Episode III, but the now-complete sextet. Lucas was preparing to release the original trilogy on DVD—the Special Edition version, of course, though it would lose that nomenclature. It would simply become Star Wars Episodes IV, V, and VI—with hundreds more scenes tweaked or tinkered with. It became clear that Star Wars, to Lucas, was no historical document. It was a race car to be constantly tuned up and decked out. The same was true of THX 1138: Lucas released a special edition of his first movie in 2004, a week before the Star Wars box sets. It featured all-new digital additions such as a machine that helps THX masturbate in front of the holograms and mutant monkeys attacking the protagonist just before his final escape.

By now Lucas had at his command an unprecedented bevy of digital artists, adept enough to do anything he wanted, including the difficult task of grafting actors’ lip movements from one take onto another. He could move actors from one side of a set to the other after the fact. The Star Wars universe—the part that appeared on screen, at least—was his to manipulate. He would probably never have this chance again, with this many artists and this many actors under contract for pickup scenes. He replaced actor Sebastian Shaw as Anakin Skywalker’s Force ghost at the end of Return of the Jedi with one played by Hayden Christensen. Sound designer Matthew Wood added his Jar Jar Binks–like Gungan voice to the end of Jedi, the last audible dialogue of the entire series, over a new scene of celebration on Naboo: “We’sah free!”

It might as well have been the Creator saying it. The saga was finally over. He had triumphed over fan angst; he had pivoted from a millionaire into a billionaire. He had broken records, reached milestones, proved everything he had set out to prove with digital cinema. Hampered by an inability to write dialogue, he had decided not to sweat it, and in the process he took Star Wars back to its schlock-filled Flash Gordon roots. He’d completed and polished a twelve-hour saga as he saw fit, and dropped in educational lessons about the fragility of democracy and the suffering that comes from attachment. Now it was time for the Creator to tell the diehard fans what some of them might have expected, and some were shocked by: there were to be no more movies.

Lucas dropped this news while attending the triennial Star Wars Celebration convention for the first time at Celebration III, held in Indianapolis in April 2005, just prior to the release of Revenge of the Sith. During a Q&A session, Lucas was asked about whether there would one day be an Episode VII, following on from Return of the Jedi this time. After all, Dale Pollock had written that he had seen treatments for Episodes VII through IX but was sworn to secrecy about their contents. Pollock remains quiet on this matter even now, except to say that he remembers being excited about them and thinking them the best possible movies—but for all we know, each “treatment” was no more than a few sentences long.

Indeed, Lucas’s answer seems to suggest that’s an overestimate. “To be very honest with you, I never ever thought of anything that happened beyond Episode VI,” Lucas said. “It’s the Darth Vader story. It starts with him being a young boy and it ends with him dying. The other books and everything kind of go off on their path, but I never ever really considered ever taking that particular story further.” Another answer he gave at the same session seemed to almost beg the fans not to demand more of him: “Star Wars is something to enjoy, and take away what you can from it that maybe helps you in your lives,” he said, “But don’t let it take over your lives. You know, that’s what they say about Trekkies. Star Wars fan don’t do that. The point of the movies is to get on with your lives. Take that challenge, leave your uncle’s moisture farm, go out into the world and save the universe.”

But as it soon turned out, neither Lucas nor the fans were done with Star Wars yet.