II. A More Civilized Age

The Phantom Menace “Revealed, your opinion is!”

— Yoda,
The Phantom Menace

So at three in the morning on May 19, 1999, I finally got to see this dang movie that I'd spent half my life waiting for. The tickets for the 12:01 a.m. show had sold out, and the subsequent graveyard screening was just fine with me. There would be no danger of me nodding off during the show, let me tell you. In fact, the combination of sleeplessness and adrenaline put me into an altered state of consciousness, which actually enhanced the otherworldly experience that was about to unfold.

Did it live up to all my expectations and all the intergalactic hype? Did George Lucas redeem himself from the dark side? Hell, yeah. From the zooming entrance of the Jedi Knights' Republic Cruiser, I was spellbound. I briefly surfaced from my trance just before the pod race was starting, and remembered all the advance reviews that said this was a bad movie. I had to ask myself whether I had seen anything so far that I hadn't liked. "No, I haven't," I told myself with a grin, and then I dove back into the scorching desert sands of Tatooine.

After the credits rolled, punctuated by the portentous disembodied breathing of Darth Vader, the lights came up and I turned to my friend with my mouth gaping and eyes glazed. I had just witnessed 133 minutes of pure magic. "Utterly magnificent," I finally said. Then I demanded, "What the heck were those critics thinking?"

I went back to see The Phantom Menace ten more times before it left the theaters. It's never seemed quite as perfect as it did that enthralling rush of the first time, but I still love it like crazy. It's definitely my favorite movie of the 1990s. The only other movie that's ever had such an immediately powerful effect on me was none other than The Empire Strikes Back. Even films that I consider to be artistically superior, such as Brazil, Seven Samurai or Schindler's List, have not gripped me on such a visceral level as The Phantom Menace. Maybe it's impossible to give a logical accounting of my affection for this cornball space opera, but I will try.

What I've Always Dreamed Of

Let me start by telling what expectations I brought with me into the theater on that opening day. There were a million things I wanted to see in Episode I, but the important ones break down into three basic categories.

First and foremost, I wanted a good, solid history lesson. One of the most intriguing elements of Star Wars has always been the backstory of important events that have been mentioned or hinted at but never fully revealed. How did the Old Republic get overthrown by the Empire? What were the Jedi Knights like back in their heyday, and how were they exterminated? What was Anakin Skywalker like when he was a Jedi student, and what made him turn to the dark side? Was it Obi-Wan's fault? Who was the mother of Luke and Leia, and how did she keep the kids secret from Vader? And what the heck were the Clone Wars? The Phantom Menace would begin answering these questions at last, and for any true Star Wars fan, I thought that alone was a tremendously exciting prospect.

Secondly, and this should really not need saying, I wanted bunches of action and thrills and special-effects extravaganzas. In the traditional Star Wars manner, there needed to be an abundance of narrow escapes, blaster shootouts, high-speed starship chases, good guys desperately rushing from one planet to the next, lightsaber battles, and a bunch of stuff blowing up. Nuff said.

Third and lastly, I wanted lots of surprises. That was essential. One of the great strengths of The Empire Strikes Back was that it was bursting with unexpected developments that clearly distinguished it from A New Hope, whereas Return of the Jedi was crippled by its retreading of old material. Considering how much is already known about the basic story the prequels are destined to tell, I thought it would be crucial for Lucas to throw in a bunch of twists and turns and outrageous stuff never before seen in the Star Wars universe, just to keep these ancient history lessons fresh and engaging.

In my estimation, The Phantom Menace succeeded wildly on all three counts. Nearly all the big questions about the Star Wars backstory were either answered outright, alluded to with varying degrees of subtlety, or clearly set up to be addressed in Episodes II and III. I think the movie definitely met the required quota of action scenes and special-effects wizardry. And love it or hate it, no one can deny that Episode I was packed full of characters, places and visual spectacle like nothing we've ever seen in a Star Wars movie, or any other movie.

What I want to do now is make a run through The Phantom Menace from beginning to end, not to give a book-report summary of the plot, and not to examine every last detail right now, but just to point out the main things that I thought were really cool. And there's a whole lot of 'em.

The Opening Scene

Let's take it from the top. In The Phantom Menace we finally got to see what the Jedi Knights were really like. In the classic trilogy, we only encountered two old and decrepit Jedi masters, two old and decrepit Sith Lords (one being half man, half iron lung), and one hastily trained Jedi novice. With this pathetic bunch, we were left to imagine the full extent of what using the Force is all about.

Qui-Gon and Obi-Wan So it's very appropriate that The Phantom Menace should open with two Jedi Knights in their fighting prime, doing their Jedi business. When Obi-Wan pulls back his hood and says, "I have a bad feeling about this," we know we're watching a bona-fide Star Wars movie. Non-fans probably don't realize it, but this hokey line of dialogue has been spoken in every episode of Star Wars, sometimes more than once. Obi-Wan himself is also our only familiar point of reference, since the movie starts off in medias res with all this stuff we know nothing about: the Trade Federation, the Neimoidians, the planet Naboo, some dispute about trade route taxation, and the Jedi Master Qui-Gon Jinn. We've always known Obi-Wan as the wise old mentor, which makes it striking to see him here as the young apprentice subordinate to a mentor of his own.

We get to see right away that the Jedi aren't just adventurous warriors who run around the galaxy kicking ass -- Qui-Gon and Obi-Wan are ambassadors of the Republic, sent on a humdrum diplomatic mission. Serving peaceful duties as advisors and negotiators is probably the kind of thing Jedi do most of the time, with the lightsabers being brought out very seldom, only in defense. We also learn from the opening crawl that the Jedi were "secretly dispatched" by Chancellor Valorum. This tells us that the Republic exercises some degree of control over the Jedi and can tell them what to do, and the Jedi are not an autonomous order that strictly calls its own shots. It also reveals that the actions of the Jedi are sometimes clandestine, making them a covert enforcement agency for the Republic. These should be important story points in Episodes II and III, when Chancellor Palpatine is in the official capacity to order the Jedi around.

Speaking of Palpatine, he's the second familiar Star Wars reference point for the audience, appearing in the holographic guise of Lord Darth Sidious. At the beginning we don't know for sure who Sidious is, but even the casual non-fan recognizes his uncanny resemblance to the Emperor from Return of the Jedi. If it looks like the Emperor, and walks like the Emperor, and quacks like the Emperor, we're probably safe to assume that's the Emperor. All this political business about a Trade Federation and taxation sounds really boring and penny-ante (i.e., not worthy of a Star Wars movie plot!), but if the man who'll become the Emperor is secretly behind the whole thing, then it suddenly becomes much more interesting. We don't know much about what's going on or how his elaborate plans are supposed to work, but at least we know who the real bad guy is.

Obi-Wan and Qui-Gon When Sidious gives the order to kill the Jedi ambassadors, it's time for what's possibly my favorite single sequence of The Phantom Menace. The Republic cruiser gets destroyed, and Qui-Gon and Obi-Wan are both instantly poised for attack. You know they didn't have to hear the explosion -- they felt the disturbance in the Force. Poison gas begins filling the room, and they don't panic or run screaming out of there. They just hold their breath, and wait. Now that's what I call cool. When the battle droids arrive to look for their corpses, we get to see these Jedi in action. And it is most impressive. "Have you ever encountered a Jedi Knight before, sir?" Rune Haako nervously asks Nute Gunray, and the viceroy sheepishly replies, "Well, no." We the audience have never really encountered one, either. Not until now.

Just from the way Qui-Gon and Obi-Wan slice through the battle droids and deflect every laser blast from the rolling droidekas, we already know their skills are several orders above anything displayed in the classic trilogy. It's not just their swordsmanship that's stunning, it's also their calm determination. Remember Luke fighting on Jabba's sand barge, a roughly comparable situation of using a lightsaber against an army of attackers. Luke did an okay job but showed a lot of stress and strain, and he didn't always seem quite confident of what his next move should be. But Qui-Gon and Obi-Wan are fluid and efficient with every stroke, and their expressions are completely placid and secure. Their fighting ability is dazzling, but you can tell this battle isn't even much of a challenge. These Jedi could chop robots and swat rapid-fire laser blasts in their sleep.

I love it when Qui-Gon plunges his lightsaber into the blast door and lets it cook the metal into molten slag. The expression on his face as he patiently turns the hilt of his saber shows his serenity even in this tense situation. Qui-Gon is unstoppably determined to get through that door, but there's no rage or anxiety in his actions. He gives up only after the shielded droidekas force him and his Padawan into a standoff, and they demonstrate a heretofore unseen Jedi power by running away in a blur of super speed.

That opening sequence of Jedi in action set the tone for the movie and won me over completely. I knew then that I was right on the same wavelength with the story George Lucas was telling, and I was going to love the rest of it.


The Jedi hitch a ride down to Naboo and meet up with certain wacky Gungan who joins them on their mission. I think Jar Jar is a fine character, and that's all I have to say about him until Part IV, in which I'll discuss why people hate The Phantom Menace. Mesa gonna spake bombad bunches boutta him den, okeyday?

Theed Naboo may be a small, provincial planet, but it sure is a beautiful one. The worlds of the classic trilogy covered a wide variety of environments, including a desert planet, an ice planet, a swamp planet, a cloud city, and a jungle moon, but there was never an underwater world. On Naboo, an Earthlike planet with both oceans and land, we get to see some fresh new vistas that are arguably the most spectacular Star Wars settings ever. Jar Jar brings the Jedi to the underwater Naboo city of Otoh Gunga, whose jewellike bubble domes are breathtakingly beautiful. So are the towering classical spires and scenic waterfalls of the Naboo capital city of Theed.

Which brings us to Her Royal Highness, Queen Amidala. For the first time we get to meet the woman who will be the bride of Darth Vader and the mother of Luke and Leia. In a movie filled with mysterious characters, Amidala is one of the most inscrutable. We don't know how a 14-year-old girl came to be the ruler of this planet. You might guess that some catastrophe killed most of the royal family and left Amidala the heir to the throne, but she later says she was elected. An elected teenage queen? We'll probably learn more about her background in the next episodes, and it should be interesting.

Queen Amidala Amidala comes across as cold and unemotional, heavily burdened by her responsibilities -- except for when she gets to cut loose as her alter ego, the handmaiden Padmé. Apparently she reveals her true self in the warmer persona of Padmé, her icy demeanor as the Queen being a facade adopted in observance of Naboo tradition, and probably to make people take her more seriously. In fact, if her full name is "Padmé Naberrie Amidala," as some sources indicate, then Padmé not an alias, but the true name that Anakin and other intimate friends will always call Amidala by.

When the Jedi ambassadors liberate Amidala and take off on her royal starship, it's time to cue another old friend from the classic trilogy. Good ol' R2-D2 makes his debut by saving the day once again... for the first time. We've seen R2 units at work on the exterior of spacecraft before, plugged into their cubbyholes on X-wing fighters, but we never knew they were designed to maneuver sure-footed across the surface of a flying ship in deep space. Pretty cool. The little droid makes one hell of a dramatic entrance, dutifully repairing the ship while his unfortunate mechanical co-workers get blasted to bits around him. It's satisfying to learn that Artoo comes from a regal background, a droid worthy of serving on a queen's personal vessel. His eventual history serves as an accurate depiction of the fate of all technology: the state-of-the-art machine once owned by aristocracy ends up years later as old junk that impoverished farmers can afford.


Mos Espa The battered starship takes refuge on the remote desert planet of Tatooine, and Qui-Gon and his entourage enter the spaceport of Mos Espa in search of hyperdrive parts. Now it's finally time to meet the real star of the show. A little slave boy in ragged clothes comes running into Watto's junk shop, and there he is -- that's Darth Vader. It's a wonderfully understated moment, as Anakin Skywalker makes the least dramatic entrance of any of the principal characters, but we realize he is the most important one. Suddenly we see that this is not the story of Qui-Gon and Obi-Wan's mission to help Queen Amidala save Naboo from the Trade Federation -- no, what we've been watching is "Darth Vader: This Is Your Life."

Aside from Jar Jar, all the main characters we've met so far have been stern, serious-minded people without great displays of emotion. That makes Anakin's warmth and enthusiasm blaze out like a supernova. He comes across as a brave little kid who has made the best of his life as a slave, instead of letting it turn him bitter and hopeless. I'm usually skeptical toward child actors in dramatic lead roles, but Jake Lloyd won me over and really made me care about Anakin. In fact, little Ani unexpectedly emerged as my favorite character in the movie.

Anakin introduces us to another old friend, as we learn that he built C-3PO. In A New Hope, when Threepio said, "Thank the maker! This oil bath is going to feel so good," he was thanking Darth Vader. A lot of people think that's a cheesy plot contrivance, but I think it's cool. And you gotta love the first meeting of Threepio and Artoo. It's kinda nifty that the droids can be considered the other "children" of Anakin and Amidala -- and what a great irony that the haughty Threepio was built by a slave kid in a junk shop, whereas the humble Artoo-Detoo has a royal pedigree.

The Podrace Anakin's ability to build droids is impressive, but it's his podracing skills that really grab our attention. Who'd ever have guessed we'd get to see a sporting event in the middle of a Star Wars movie -- as one of the pivotal sequences, no less? The podrace is completely unexpected and unlike anything the series has shown us before, which is what makes it great. Of course, at its core the podrace is nothing more than Lucas indulging his love for hot rods and stuff flying real fast, but that's cool. This is a more peaceful time in the Star Wars galaxy, before the Clone Wars and the Empire, so makes sense that the movie should turn to a more recreational activity to fill the mandatory quotient of nail-biting action.

Aside from the obvious thrill of intense speed and special effects, the best thing about the podrace is its demonstration of Anakin's abilities with the Force... and its potent foreshadowing of his future self. His face is partially obscured behind his goggles and helmet, suggesting the black mask that will one day conceal it entirely. Anakin is inhumanly calm and collected as he rounds those desert turns at 400 miles an hour -- so calm it's disturbing. When he's meticulously adjusting his control switches and focusing on the blur of the race course with an emotionless gaze, it's a chilling parallel with Darth Vader's virtuoso piloting of his TIE fighter in the Death Star trench. The podrace scene makes it a bit less inconceivable that this innocent little kid will grow up to be that evil dark lord.

On a lighter note, I can't discuss the coolness of the podrace without mentioning the Tusken Raiders camped out on the canyon dune turn. What a sublime grace note that is. I've discovered that a good litmus test of whether people are true Star Wars fans is to observe whether they laugh at that scene or not. I have been appalled as some audiences I've watched the movie with have greeted the Sand People's shenanigans with stony silence.

So Anakin wins the race, getting his new friends the parts they need to fix their ship and unwittingly earning his own freedom. I'm not ashamed to admit that the farewell scene between Anakin and Shmi still chokes me up every time I watch it. The notion of a little boy leaving his mother is heavy stuff to begin with, but in this case we know that the separation is not going to end well. Poor Shmi thinks she's painfully doing what's best for her son's future, but she's actually sending him off to become Darth Vader. It's one of the most emotionally powerful moments of the entire Star Wars saga, easily ranking with Han's carbonite-freezing and Luke's unmasking of his dying father.

Immediately after that heartwrenching goodbye, there's a huge shifting of gears as Darth Maul at last reveals himself to the Jedi. And he proceeds to open up a can of a Sith whoop-ass that's been pent up for a thousand years. The desert duel between Qui-Gon and Maul only lasts a few seconds, but it's so fast and intense that it knocks the wind out of you. And Anakin's brief brush with the Sith serves as a dark foreshadowing of his destiny that begins as he leaves Tatooine.


Coruscant The repaired Nubian whisks the gang through hyperspace to arrive at the "bright center of the universe" that Luke once mentioned but we've never seen before (except for a few seconds at the end of the Return of the Jedi Special Edition).

Coruscant is the capital of the Republic, the home base of the Jedi, the place where all the big important stuff goes down. The city-covered planet is a beautiful utopian dreamscape with its every acre covered by elegant, towering architecture and its skies filled with orderly lanes of traffic. Coruscant looks like a distillation of everything that's good and civilized about metropolitan city life with none of the bad. But appearances can be deceiving.

Coruscant turns out to be a world of false hopes and hidden corruption. The Republic is dying. Although its decline is secretly being exacerbated and exploited by Senator Palpatine, you get the impression that he is not solely responsible for the poor state of affairs. To quote the tellingly visionary prologue to the 1976 Star Wars novelization: "Like the greatest of trees, able to withstand any external attack, the Republic rotted from within though the danger was not visible from outside."

All the major turning points in the movie's plotlines take place during the brief scenes on Coruscant, and things go badly for our heroes. Amidala and Anakin have each come to Coruscant looking for help, and both of them get thoroughly dissed.

Queen Amidala has her plea for aid to Naboo stymied by the senator from the Trade Federation. Think about that. It's like the U.S. Congress having senators from Microsoft or the American Beef Council among its elected representatives. Lucas is showing us just how seriously the Republic has degenerated into a mockery of democracy. Commercial enterprises have a direct hand in government, and are able to derail criminal accusations against them by invoking procedural bureaucracy. And the Supreme Chancellor is helpless to act on his wishes to overrule the Trade Federation's dubious motion. This is a government that's well on its way to collapse.

The Jedi Temple And then we get to meet the Jedi High Council. A very important thing that happens here is the establishment of an ancient and mysterious history between the Jedi and the Sith. One of the coolest things about the classic trilogy was its backstory, with all those tantalizing allusions to important but undefined events in the past. Now that the prequels are revealing the backstory, I had worried that the saga's mythic historical dimension would be lost. But Lucas preserved that essential Star Wars flavor by creating a backstory for the backstory -- even though we're in Episode I, there's still all this stuff with the Sith that happened a thousand years before.

The Jedi Council also introduces us to the notion that the Jedi may be fallible in their judgment. The Council comes across as elitist and out of touch, sequestered away from the common rabble in a literal ivory tower. Yoda and Mace Windu behave as if they've got everything in the galaxy completely figured out and under control. To them it's inconceivable that a threat as massive as the return of the Sith could be brewing without their knowledge. And they are completely ill-equipped to deal with the arrival of Anakin Skywalker.

Was the Jedi Council right or wrong to deny Qui-Gon's petition to have Anakin trained as a Jedi? That's one of those questions Star Wars fans can debate for years to come, probably even after the disclosures of Episodes II and III. But I think it may be fair to say that Anakin personifies the greatest fear of the Jedi Council: the unknown. (I'll examine that issue more closely in Part III.)

Meanwhile, Amidala has also had her hopes dashed by institutional inertia on Coruscant. Her plea for Naboo has been scuttled, she has been tricked into inducing Palpatine's nomination as Chancellor, and all seems hopeless for the Queen and her people. It takes the insight of a lowly outsider to set her back on the right path.

Jar Jar Binks, with his famous "Yousa people gonna die?" speech, inspires Amidala to find the courage to fight for herself. She sees how wrong it was to depend on help from a government halfway across the galaxy without even asking her neighbors on Naboo first. The Gungans may be a small and primitive force compared to the Republic, but Naboo is their home, too. "Gungans no die'n without a fight. Wesa warriors. Wesa got a grand army." Amidala now knows she must go home and unite her planet, however dire her chances may be. If the Republic's not going to take care of Naboo, then Naboo has to take care of itself.

Amidala's decision has repercussions for the Jedi Council, which sends Qui-Gon and Obi-Wan to escort the Queen back home. But note that they are ordered not to aid her fight against the Trade Federation -- they are only to protect Amidala, and search for the "dark warrior" who attacked Qui-Gon.

Apparently, the Jedi Council does not care about the invasion on Naboo. Heck, you know they could dispatch a couple dozen Jedi to wipe out the droid invasion army and arrest the Neimoidian viceroy in a heartbeat. But they're unwilling to intervene without a mandate from the Senate. The Council's interest in the Naboo situation is purely self-motivated: to discover whether the Sith have returned. If not for Darth Maul showing himself on Tatooine, the Council might not have given a damn about what Amidala chose to do.

If this is typical of the way the Jedi deal with injustice in the galaxy, then it's no wonder a deeply compassionate Jedi Master like Qui-Gon Jinn is seen as an unruly maverick. And no wonder the Jedi were ready to take a great fall.

So in the end, we go back to where it all started. With the assistance of Jar Jar, Queen Amidala forms an alliance with the Gungans. In the process, she reveals that she has been disguised as the handmaiden Padmé all along. For the remainder of the movie, Amidala's two selves are merged into one, and she becomes a much stronger person as a result.

Now the stage is set for the final battle. Lucas seems intent on upping the ante with each consecutive "final battle" scene: A New Hope had the solitary focus of the Death Star battle, The Empire Strikes Back had Luke fighting Vader while his friends escaped from Cloud City, and Return of the Jedi had its epic battle of Endor waged on three fronts at once. So nothing less would do for The Phantom Menace than to have four simultaneous conflicts on Naboo. The Gungans versus the droid army, the starfighter assault on the Federation battleship, Amidala's attack to capture the viceroy, and the two-on-one lightsaber clash between the Jedi and Darth Maul.

That's a whole bunch of fighting going on, and it's all orchestrated and edited just perfectly. The Gungan battle is amazing because it was created almost entirely with computers, and yet it doesn't have that fakey CGI look at all -- it looks like it was filmed on location with a thousand real Gungans and a thousand real battle droids. Anakin and Amidala's separate scenes are great because they both get to show that they can kick some ass, despite their youth and inexperience. But of course, the main attraction among the quadraphonic battles of Naboo is clearly the lightsaber fight.

The Lightsaber Battle Even people who hate The Phantom Menace with a passion will usually admit that the final lightsaber battle is pretty damn cool. The hangar doors slide open, the terrifying brass fanfare of John Williams' "Duel of the Fates" blasts us out of our seats, and Darth Maul pulls back his hood to reveal his hate-filled countenance. The shit is on. That entrance is destined to go down as one of the great moments of modern cinema. The three combatants take a moment to remove their outer robes with ceremonial flair, and then it's time for ultimate supreme mortal combat between Jedi and Sith.

It's the first time we've ever seen a double-sided lightsaber. It's the first time we've ever seen a three-way duel. It's the first time we've ever seen Jedi go jumping all around like Superman in the middle of a fight. It's the first time we've ever seen a lightsaber battle so vicious and so fast. There's no real need to describe it verbally -- suffice it to say this fight is just plain bad-ass.

The most intense moment of this intense conflict comes when the fighters get separated by the electron ray gates in the power generator hallway. The abrupt silence and inactivity is absolutely startling, and it gives us an insight into each of the three warriors. Obi-Wan stares impatiently down the hallway, furious that he's been cut off from his master. Darth Maul struts back and forth with a sneer on his tattooed face, like a ferocious caged animal ready to pounce. But Qui-Gon chills out. He kneels, puts down his guard, and meditates, drawing strength from his calm rather than from anger.

Unfortunately, meditation doesn't grant Qui-Gon strength enough to win. After the gates open and the battle resumes, Maul manages to knock Qui-Gon off-balance and he impales the Jedi Master with his lightsaber. Seething with emotion, Obi-Wan strikes back against Maul like a ball of fire, fighting with twice the speed and intensity as before. Holy crap. In the end, his mastery of the Force enables Obi-Wan to use his master's lightsaber to slice the Sith Lord right in two, and it's over.

Victory on Naboo Obi-Wan accepts Qui-Gon's dying wish that he is to train Anakin. The Jedi Council promotes Obi-Wan to the rank of Jedi Knight, and they decide to let the boy be Obi-Wan's Padawan. All the pieces are now in place. This is how Palpatine took control of the Republic, and this is how Anakin became Obi-Wan's Jedi apprentice. Bring on Episode II.

These are the reasons why I think The Phantom Menace is a great movie. It gave me everything I wanted. I got my history lesson. I got my action and adventure. I got my surprises, and lots of 'em. This movie is a knock-down, drag-out, drop-dead, great big whoop-ass beginning to the Star Wars saga, and we've got two more episodes left to go... and they're probably gonna be even better.

Good God a'mighty, people, what's not to like?

III. Something Elsewhere... Elusive...
The deeper themes and implications of Episode I.

Why I Love The Phantom Menace