Star Wars: Episode I - The Phantom Menace (Part 1)

Hello, dear listeners, and welcome back to What Went Wrong, the movie history podcast that just so happens to be about movies.

I tried to do Chris's intro, and I can't remember exactly what it is.

The movie podcast that just so happens to be about movies.

Honestly, that's the right energy, I think.

Patrons, that's what you're paying for.

Come into this episode with oh we're gonna start off blades drawn huh on old on old phantom menace here i'm not saying that i'm just saying come in a little loose come and come in having fun because you're not gonna have that much fun in watching this movie oh wow or maybe you are i don't know all right okay in all seriousness can't wait Very excited.

I am one of your hosts, Lizzie Bassett, here as always with my other host, Chris Winterbauer.

And Chris has brought us, I think, a very troubled production that we're going to talk about today.

Chris, what is it?

We are talking about 1999's Star Wars Episode 1: The Phantom Menace, a polarizing film, the fourth entry into the Star Wars saga.

Lizzie did send me a couple of texts that I do think bear reading.

Uh-oh.

Chris, this movie is bad, was the first one.

And then, Misa hates a des a movie,

which was kind of more Mario than Jar Jar.

You're really outing me.

Lizzie, before we get into your rewatch position,

and I would like to be clear, this is not going to be a dunk on the Phantom Menace episode.

I'm extremely excited to talk about everything that went into making this movie.

There also was fun stuff in this movie.

I agree.

Lizzie, had you seen The Phantom Menace before?

And perhaps more importantly, could you just walk us briefly through your relationship to Star Wars, generally speaking?

Sure.

Yes, I had seen this.

I saw this in theaters when we would have been, what, 10 years old?

Yep.

And I think that's the only time I have seen this.

So I had the sort of cultural touch points of, you know, Jar Jar Binks and Ewan McGregor's little rat tail in my head.

But other than that, I like really did not remember the plot.

And I still couldn't tell you what the plot was.

And I just watched it.

So it's very complicated.

It involves a lot of politics.

Did not remember that.

And I think if I had a better attention span when i was watching this so i'm gonna blame tick tock i'm gonna blame all of you making videos on tick tock as to why i couldn't understand what was happening in the phantom menace and then in terms of my relationship to star wars i do love i guess i can't say the original three films the sure you can four five and six but that's the original three films yes i do love those i grew up watching

Which is the one with the garbage disposal and the snake monster?

That's the first one.

Maybe I've seen that the most.

But yeah,

I love the original trilogy.

I enjoyed when we covered it.

And I think my core issue as we extend beyond the original three is that what seemed to drive those the most was story.

And what seems to drive everything from there on out is world building.

And I am much more of a fan of the former than I am the latter.

But if you love the world building, that's great.

I think that's a very astute observation.

I was raised on the VHS re-releases of the original trilogy.

Lizzie, that's probably what you grew up watching as well.

We will be discussing those.

I particularly loved Return of the Jedi as a kid, which I know a lot of real Star Wars fans hate on for the Ewoks.

Again, we'll get to that.

Oh, they're so cute.

I also really liked the theatrical special edition re-releases of the originals.

That was in 1997.

That was my eighth birthday party, January of 97.

And I was beyond excited for the the Phantom Menace.

I was, again, 1999, an incredible year for film.

And I was so excited that there was going to be a new Star Wars movie.

And I had a similar experience.

The movie, it's not that I disliked it, but it didn't quite feel like a Star Wars movie.

to me.

Yeah.

And when you mentioned it was confusing, it was definitely confusing to 10-year-old Chris.

And it's a little hard to track for Swiss cheesebrain TikTok, Chris, now.

And I mean, I think from the minute you see that second line in the title crawl, and I'll read it, the taxation of trade routes to outlying star systems is in dispute.

Yes.

There's a part of you that worries that the direction of the movie is a little different than what you might have hoped for.

Yeah, that's a long crawl at the top of this.

There's a lot of information about a trade war that I was not ready for.

There's a lot of info at the beginning of all of these films, but I think in previous films, it had felt more seamless than it did in this one.

For very specific reasons, we'll get into.

There are a lot of things, Lizzie, as you mentioned, that I really appreciate about the film, especially upon re-watching it.

I think some of the CGI and puppetry holds up very, very well, although some of it has been updated since, and we'll talk about that too.

The final lightsaber duel with Darth Maul, I still think is great.

And John Williams' score.

Amazing.

The film sparked backlash, as we'll get to.

Although, not initially as much as I remember.

I think it's something that very much snowballed.

I gotta say, there's one thing in this movie that goes very right, and that's Liam Neeson.

He's great.

He's great.

He's honestly, he's the only one that is pulling it off.

I mean, outside of the legacy characters who obviously know what they're doing and have done it a million times, but like Palpatine, C-3PO, and all that.

But he is just like,

he's, he's doing it.

Doesn't matter what it's coming, what's coming out of his mouth.

I believe it.

I'm on board.

Even Ewan McGregor in this, I was like, he's, I love Ewan and he's not, he's not doing it.

I think, and then they kill Liam Neeson.

Yeah, well, we'll get into some writing choices.

Big picture.

This is very much a movie that caused a very clear divide in the Star Wars fan base.

And broadly speaking, and this is very broadly speaking, it caused a divide between the Gen X fans who had seen the originals in theaters and also some Boomer fans and Millennials who'd kind of come up with the VHS re-releases, the special editions, and then obviously the prequels, which they saw like I did when they were nine, 10 years old or so.

It seems like, especially at the time of the release, millennials quite enjoyed the film as opposed to Gen X,

who, well, let's let Patton Oswald explain how he felt about the original films in a fun little clip in which he describes what he would do if he had the ability to travel through time.

I had this really sad realization.

I was thinking the other day about a

time machine.

If I had a time machine, you know, because I'm really into history.

Like, would I go back and witness something, like find out who Jack the Ripper was or stop the Kennedy assassination and the first thing I thought of doing if I actually had a time machine is I would go back to around 1993 or 94 and kill George Lucas with a shovel that was the first thing that came to my mind

and stop him from making the prequels that's how I would try to save history So that is very much going to be consistent with a number of the reactions of that generation to these films.

In many ways, I think this is a movie that George Lucas tried to run away from for a long time.

It's a movie that arguably revealed the toxic underbelly of fandom for the first time, at least in terms of the internet.

And it serves as proof that the most valuable collaborators are often the ones that are willing to disagree with you.

But Lizzie, today, I hope we can answer the question.

that 10-year-old Chris asked himself all those years ago.

Why doesn't this quite feel like a Star Wars film as I remembered them?

Did something go terribly wrong?

Like the title of our podcast?

Or did everything go according to plan?

Oh,

shit.

Let's find out.

All right, guys.

This is going to be a two-part episode.

The first episode is going to cover everything up until and into a little bit of production.

And then the second half, we're going to be talking about production and all of the release fallout of the film.

I'm going to walk you through all of it.

It's pretty gnarly.

And just a quick note, we are going to release this weekly, these two parts, and so you don't have to wait two weeks to hear the second part.

You can come back next week and hear part two.

Sources used.

George Lucas, A Life by Brian J.

Jones, How Star Wars Conquered the Universe by Chris Taylor, The Secret History of Star Wars by Michael Kaminsky, Dan Brooks's oral history on the Phantom Menace, the official behind the scenes making of the film, and of course, dozens of interviews with Lucas, his collaborators, various contemporaneous articles, videos, and more.

But those three books I mentioned are the primary sources I would recommend if you want more information.

As always, the details.

The Phantom Menace is a 1999 science fiction space opera written and directed by George Lucas, produced by his Lucas film, George Lucas and Rick McCallum.

Distributed by 20th Century Fox, it stars, as Lizzie mentioned, the exceptional Liam Neeson, Ewan McGregor, Natalie Portman, Jake Lloyd, Ian McDermott, Samuel L.

Jackson, Frank Oz, Ray Park, Ahmed Best, and many more.

The IMDb log line for the film reads: Two Jedi escape a hostile blockade to find allies and come across a young boy who may bring balance to the force, but the long-dormant Sith resurface to claim their original glory, which is four plots in one movie.

Yeah.

It's quite disjointed.

And now, if you are having a hard time remembering the film or keeping up or just need a refresher, please go listen to Weird Al Yankovic's The Saga Begins, which if you don't remember is his incredible Star Wars parody sung to the tune of Don McLean's American Pie.

I still know all the words.

Long, long time ago, in a galaxy far away, Nabu was under an attack.

And I thought me and Qui-Gong Jin could talk the Federation.

And anyway, it's amazing, and it goes through the entire plot of the movie.

You will remember everything that happens.

And if you listen to it, you will get a fun payoff in part two of this coverage.

All right, Lizzie, are you ready?

I'm ready.

A long, long time ago, in a galaxy far, far away, George Lucas was getting a divorce.

Uh-oh.

It would seem, based on what we know of George Lucas, that the mid-1980s should be the high point of his life.

He was 40 years old, and over the past decade, had been responsible for not one, not two, not three, not four.

but five smash hits at the box office, and he was completely burned out.

Now, I'm not going to rehash Lucas's biography.

Listen to our episode on Star Wars, 1977, for that, but I do want to give a brief primer on his relationship with his first wife, Marcia Lucas Nee Griffin, because it's extremely important to our story and the development of the prequels in general.

Lizzie, do you remember Marcia Lucas at all from our coverage of the first Star Wars?

Nope.

So Marcia Lucas is a film editor, and she was one of three editors that ended up cutting the original Star Wars.

She did a lot more than that, as we'll learn.

They met while working under legendary editor Verna Fields, Jaws, and many, many more.

Yep.

So Lucas was a film student at USC.

He'd left Modesto, where he was from.

He kind of strayed from this financially responsible path set out for him by his dad.

His dad had a family stationery business, and he's going to make it in the movies.

And Marcia Lucas, on the other hand, raised by a single mother in the valley, she

joins the film editing union, and she's kind of coming up as an assistant editor.

So you have like the auteur kind of hot shot going through film school and the more like studio system blue collar worker and Marsha Lucas kind of coming up the other way.

They get partnered on this documentary that they're brought in on with Verna Fields.

They start editing together.

George is like, hey, can you pass me that reel so I can cut it over here?

And they eventually, we're going to get a lot of that today.

Great.

They start dating.

They fall in love.

He is the introvert.

She's the extrovert.

They're very cute as a couple, too.

He's like skinny as a bean with a big, big beard.

She's very pretty.

Oh, yeah.

Marsha's a babe.

She's very attractive.

So they fall in love.

He graduates from film school.

He makes this movie THX 1138, which if you guys haven't seen it, is kind of a 1984-esque dystopian future film.

And Warner Brothers distributes it.

Warner Brothers hates it.

It doesn't really make a splash at the box office.

Even Marsha doesn't like it.

She's like, it's very cold.

And Lucas is like, nobody understands me.

The studio doesn't understand me.

And Marcia says, why don't you make something emotional?

People like emotional movies.

And he says, anybody can do that.

People could do that blindfolded with their hands behind their back.

And so she says, well, George, then do it.

And he goes, fine.

And so he makes American graffiti, basically because she dares him to.

And then the movie's not working.

And Marsha says, well, you've edited it all wrong.

Let me edit it.

Let me edit it.

And he says, no, no, Marsha, I know what I'm doing.

And then eventually she gets 24 24 hours to edit the movie.

And she does.

And it works.

And even though the studio Universal doesn't like it, it makes an insane amount of money.

Wow.

And they go from like broke film school kids to millionaires basically overnight.

And it kind of proves that they're this really effective team, right?

Like he's deeply imaginative, obviously incredibly talented, but Marsha has this knack for seeing the parts of the story that really matter.

Yeah, that makes a lot of sense.

I'm remembering now our episode on Star Wars, and it does seem like Mr.

George Lucas,

while incredible, incredible imagination, is not quite as good at determining the sort of like emotional drive of the story.

Exactly.

She's not just his spouse and editor, though, to give Marsha Lucas her due.

She is an Academy Award-winning editor on her own.

So she also cut Alice Doesn't Live Here Anymore and taxi driver for Martin Scorsese.

Whoa.

Yep.

And as John Milius, who if you guys don't remember, wrote Apocalypse Now, and this is all kind of this crew, right?

Coppola was kind of the mentor with Milius and then Lucas Spielberg.

Everyone's coming up underneath them, De Palma.

So Milius said she was a stunning editor, maybe the best editor I've ever known in many ways.

She'd come in and look and look at films we'd made, like The Wind and the Lion, for instance, and she'd say, take this scene and move it over here.

And it worked and it did what I wanted the film to do.

And I would never have thought of it.

And she did that to everybody's films, to George's, to Spielberg's, to mine, and to Scorsese's in particular.

So, Lucas then does Star Wars.

Marsha eventually comes in after he fires his first editor along with Richard Chu and Paul Hirsch.

And of course, the rest is history.

They help him trim the fat.

They streamline the movie, kind of find the human moments.

And if American graffiti propelled them into Hollywood royalty, Star Wars sent them into space.

And of course, it also nearly killed George Lucas, as we discussed in our coverage of Star Wars, A New Hope.

Lucas had to be taken to the hospital at some point during production by Marsha with chest pains.

And this is the beginning of a long list of health problems that he'll deal with.

It's around this time that he swears off directing.

He's fallen out of love with it.

And at some point during this rough period, he and Marsha have also started to try to have a family and have been struggling with infertility.

Oh, no.

And it's at this point that a really important decision is made.

So it seems based on interviews given at the time that Lucas initially was ready to walk away from Star Wars and that at least at some point the plan was do the first film and then hand the franchise over to the studio and basically say like, I'm going to sit back, take a big percentage of the gross.

Easier said than done.

As Lucas has later said, he's described Star Wars as his children.

And he fell in love with Star Wars even as he fell out of love with directing.

And the profits of the first film gave him this unique opportunity that's going to be a theme throughout all of this, which is total control.

If he had enough money, he wouldn't have to answer to the studios anymore.

And so basically, George Lucas is like, can I be the world's first big budget independent filmmaker?

And Star Wars has given him that opportunity.

So he does Empire Strikes Back under Lucasfilm.

It's an independent film.

I know the 20th Century Fox logo is at the front.

Lucas funded that movie himself.

So he does it with a new hope.

He takes out a bank loan.

He expands ILM.

And Marcia, it seems, is a little little perplexed.

There's this quote from her.

She says, for someone who wants to be an experimental filmmaker, why are you spending this fortune on a facility to make Hollywood movies?

We edited THX in our attic.

We edited American graffiti over Francis' garage.

I just don't get it, George.

And so while he's doing all of this, she's helping him design the interior of Skywalker Ranch.

And even though Lucas says he's trying to step away from Star Wars, for example, Lawrence Kasden comes in to co-write Empire Strikes Back.

Irvin Kirshner, his film school professor, directs it.

He continues to get sucked back in.

Empire goes over budget.

He's got ulcers, chest pains.

And then he and Marcia adopt a little girl in 1981 named Amy.

Sounds like they had some baby bliss, but they were still very isolated socially, basically.

It seems like George is a workaholic and he's an introvert.

And so Marsha would either end up like with him on set and then at the hotel room.

And then she was trying to get him to take up healthier hobbies like exercise and skiing.

And he just wasn't going anywhere.

And there's a quote from her at the time.

From time to time, we have parties if a friend is getting married, or two to three times a year, we have six or eight close friends over for dinner, and then we go see a movie in the projection room.

End quote.

Wow.

So he takes on a more hands-on approach with Return of the Jedi, which we'll get to.

And then he's also writing and producing Raiders of the Lost Ark at the same time.

And his health is deteriorating, develops chronic headaches and dizziness.

And so sometime in mid-1982, right at the peak of all of this, this is right after Empire came out, right when Raiders is coming out, basically during production of Return of the Jedi, Marsha says, I want a divorce.

And he's 39 years old, and

according to Lucas, is just blindsided.

And I'll play a quick clip of him from 1999 discussing the divorce.

You were crushed by this.

Yeah, it was very hard.

The divorce kind of destroyed me, and it did take me a couple years to sort of unwind myself and come out of it.

And you didn't see it coming.

No, no, I didn't.

You were happy, happy, everything was fine, and it was another man, and you didn't know.

He was 10 years younger than I was.

It's one of those classic divorce situations.

Uh-oh.

All right.

The way that that quote is teed up by Leslie Stahl, the interviewer, I think is intended to get the most salacious response possible.

Marcia Lucas, maiden named Griffin, Marcia Griffin, did go on to marry Tom Rodriguez, a designer who had worked on stained glass at Skywalker.

But she contests Lucas's assertions that things had been good in any way.

She says that they had been increasingly strained and that Lucas refused to go to marriage counseling in an attempt to make things better.

So who knows exactly what happened?

What we do know is that Lucas was a workaholic and he was managing the biggest trilogy on the planet and the second biggest trilogy on the planet with Indiana Jones.

And he had an empire of businesses that included Lucasfilm, Industrial Light and Magic, Lucas Licensing, Lucas Games, which would become LucasArts, Sprocket Systems, which would become Skywalker Sound, the graphics group, which would become Pixar, and THX, a digital sound group.

That's nuts.

You can't.

You can't maintain that as one person.

Or you can, but you just have to give up every other element of your life.

Which is, I think, what happened.

So he lost his spouse, obviously, but I think even Lucas would probably say he also lost his closest collaborator.

As Marsha once said, I don't think George is real close and intimate with anyone but me.

I've always felt that when you're married, you have to be the wife, mother, confidant, and lover.

And I've been all of those things to George.

I'm the only person he talks to about certain things.

And if you watch interviews with him, it's not as if he's, you know, completely quiet.

He's very well spoken.

But there is a reservedness, I think, to him.

And I don't get the sense he likes to be emotional just in watching many interviews with him.

Now, this wasn't the only kind of critical relationship that fell apart during this time.

Lucas's producer, Gary Kurtz, who had produced the first two Star Wars films with him, left early in pre-production on Return of the Jedi.

So Kurtz did not agree with Lucas' desire to change the third film into a more kid-friendly action film with a fairy tale ending.

Kurtz wanted to continue the story in the darker direction of The Empire Strikes Back.

which had been actually controversial at the time.

I know it's been re-evaluated as the greatest Star Wars film at all time, but people were a little jarred by the tone initially.

And Kurtz felt that toy sales were driving creative decisions.

For example, Lizzie, we talked about the Ewoks at the very beginning.

Initially, that was not an Ewok planet.

It was a Wookie planet where there was an armed rebellion and resistance, but it's harder to sell Wookiee plush dolls than it is to sell Ewoks.

Right.

They also brought back the Death Star, which Kurtz felt like was creatively retreading the territory they'd been exploring in the first film.

And more importantly, Kurtz and Harrison Ford wanted Hans Solo to die, which he was supposed to in the original treatment.

Ford's like, God damn it, George, just kill me.

Just kill me.

But Lucas said no.

And according to Harrison Ford, George didn't think there was any future and dead Han toys.

So basically, Gary Kurtz politely has later said they were making decisions based on the toy business, not the movie business.

It's unclear if Kurtz was fired or if he left, but.

Not uncommon, by the way, for the merchandise to drive the plot and entire ideation of properties.

Well, I'm glad you mentioned that, Lizzie, because it's not uncommon now.

But it was then.

That's true, yeah.

Until Star Wars, no one had made money on movie-based toy merchandise.

Wow.

They had on television-based toy merchandise, but the problem was films were viewed as too ephemeral.

It was too hard to get the toys produced overseas and shipped back to the U.S.

in time for the premiere of the film.

We have to cover this now because we covered the original, but the toys that were created for 1976's version of Dr.

Doolittle

resulted in $200 million of unsold merchandise.

$200 million?

$200 million.

Yeah, in 1976.

Oh, somebody got fired for that.

I think they just killed a lot of people involved and buried them in the desert, along with all of the Atari games made for E.T.

that nobody bought, which they literally buried in the New Mexico desert.

Yeah, that's right.

I forgot about that.

So Kenner Toys,

which created the Easy Bake Oven, took a flyer on the Star Wars films, and it was the bet of a lifetime.

By 1985, there were more Star Wars figurines on the planet than there were American citizens.

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Return of the Jedi opened wide on May 23rd, 1983 to more mixed reviews than prior films.

People called it childish.

Lucas has long said the movies are for children.

They said it was designed to sell toys or show off special effects.

Lucas was trying to sell toys and show off ILM's ILM's special effects.

And it should be noted that none of that mattered because it was a giant financial success.

It was breaking records left and right, biggest opening day, opening week, biggest film of the year.

By the time Lucas was 40, he was responsible for four of the top five highest-grossing films of all time.

That is insane.

How much money is he worth at this point?

Just all of it?

Well, he sold Lucasfilm in 2012 for $4 billion.

Oh my God.

For reference.

But at this point, he's worth, you know, tens, if not probably tens of millions of dollars, realistically.

Sure.

So those films obviously were A New Hope, which had been the highest-grossing film of all time when it was released.

Empire Strikes Back, which was the second highest grossing, Return of the Jedi, third highest grossing, and Raiders of the Lost Ark, fourth highest grossing.

Those all got pushed down a peg when E.T.

became the highest grossing.

And of course, that was Spielberg.

So basically, Spielberg and Lucas controlled everything.

But as we mentioned, all of this came at a terrible cost.

As Lucas later said, the sacrifice I've made for Star Wars may have been more than I wanted.

It's an interesting choice I made, and now I'm burned out.

In fact, I was burned out a couple of years ago, and I've been going on momentum ever since.

Star Wars has grabbed my life and taken it over against my will.

Now I've got to get my life back before it's too late.

And there are actually a lot of really sad quotes about how he never sees his daughter.

He wants to see this child grow up.

And he really almost describes it as a Faustian bargain at the end of the day.

Add insult to industry, salt into the wound.

He gets a manuscript for a book called Skywalking, which is a biography written by Dale Pollock in December of 1983.

So he's in the middle of his divorce and he feels that the book is really inaccurate and unfair.

One of the big gripes in the book is Pollock apparently describes him as cheap, which is something that had followed him on Empire.

He had been really trying to keep the budget down because it was his own money, obviously.

And Lucas got very upset saying, look, I am cheap when it comes to making movies.

I want to keep the budget down, but I'm actually very generous to the people in my life.

And I think that another issue that Pollock mentions was that there was a bit of a rift at this point between Lucas and Coppola.

They had both apparently given interviews about the other and each thought it was off the record.

And it may have stemmed from, again, Coppola went broke at the same time that Lucas went broke on Empire.

Coppola asked Lucas for money.

Lucas said, I have no money.

I'm broke.

Coppola is like, you made Star Wars.

You're richer than God.

You're just lying to me to avoid giving me money.

And Lucas was like, no, I'm actually afraid I'm not going to make payroll next week.

Again, this stems from Dale Pollock and some interviews that he's given.

So take them with a grain of salt.

And obviously, George Lucas and Francis Ford Coppola are fine now.

Coppola presented Lucas with an honorary palm d'Or at the Cannes Film Festival this last year, I believe.

But it seems things may have gotten a bit tense for the two men in the mid-1980s.

So Lucas finishes the book with Pollock and he says, I will never do this again.

I will control everything that's written about me.

And again, this theory of control comes into play.

So Temple of Doom wraps, which is a movie that like kind of reflects Lucas's dark state of mind.

December of 1984, he and Marsha officially split.

Lizzie, any guess how much money she walked away with from this divorce?

I hope she got a lot.

$20 million.

Between $35 and $50 million is what has been reported.

I hope Marcia has a very nice house.

I'm sure she does.

She retired.

Yeah.

So Marsha basically retired at age 38 as a result.

If I got $30 million, you'd never see me again.

I'm not doing any jobs.

Fair.

It wouldn't take 30 to get me there.

I'm telling you that.

No, it would not.

Let's see how much three can do for us here.

So in February of 1984, Lucas fires Lucasfilm president and CEO Rob Grieber, and he puts himself in charge, at least in the short term, and basically pours himself into into running the empire that has cost him everything at this point.

He says, I'm not going to direct anymore.

I'm done directing.

I don't want to write.

I just want to produce and develop technology.

And that's largely what he does for the next 10 years.

So for much of the rest of the 1980s, he resists Star Wars, even though it's always present.

Construction on Skyrocker Ranch is entirely supported by Star Wars merchandising and licensing.

And Lucas did write and produce a couple of TV movies about Ewoks, a couple of cartoons about droids, but he didn't want to make another movie, right?

And he's doing these interviews and everybody always asks him, when are you going to do another Star Wars?

When are you going to do another Star Wars?

Even his employees are asking, like, when are you going to do another Star Wars, George?

And you say, you know, I have some ideas, but I don't know.

It's just not the right time for Star Wars.

And so.

In 1985, the merchandise money starts to dry up.

Believe it or not, Lizzie, the world actually got oversaturated with Star Wars at a certain point in time.

Yeah, you mentioned there were more Star Wars dolls than there were humans.

So I would say, yeah, they were done.

So Star Wars toy sales fall from 135 million in 1984 to 35 million in 1985, basically a 75% drop.

Yeah.

And it continued to fall after that.

Kenner comes back and they're like, we need a new villain in storyline.

And they gave him some ideas and George said, no, he wasn't interested.

So they canceled the Star Wars line, which ironically was called Star Wars Forever.

So then the newly installed Lucasfilm CEO, Doug Norby, says, Hey, why don't you make another Star Wars movie?

Because, you know, financially it would behoove all of us.

Oh, no, this poor guy.

I know.

And again, Lucas is like, no, no, we don't need Star Wars.

And so then in May of that year, Marvel stops producing their Star Wars comic.

All the cartoons wrap by the end of 1986.

And Star Wars is kind of out of the public eye by 1986.

And Lucas just keeps producing to very mixed results.

Lizzie, we covered Howard the Duck, 1986.

Any thoughts?

It has duck boobs in it.

It does.

It has duck condoms.

Yeah.

Sexually explicit movie about a humanoid duck creature.

Star Wars is for children.

Howard the Duck is.

Howard the Duck is not.

I won't say it's

not a good movie.

It's entertaining.

Yeah.

He did make some very good ones here, but none of them were particularly financially successful.

So we had Labyrinths, which I quite enjoy, but

it wasn't a big box office hit.

He did produce a Coppola movie.

I'm not sure if you've seen this.

I really liked it.

It's called Tucker, a Man in His Dream.

No, I have not.

Jeff Bridges plays Preston Tucker.

He made an automobile in the late 1940s that was very good, but for various reasons, it didn't work.

Willow, which Ron Howard directed, and I quite like.

Fun.

That was actually commercially successful.

And then, of course, The Land Before Time, which I really liked.

Oh, dramatizing.

So good.

He then, it seems like, did need a little money because he sold off the graphics group component of his business, headed by John Lasseter and Ed Catmull.

Of course, Lizzie.

Pixar.

Yeah, Pixar.

Do you remember who he sold it to?

No.

Is it wait?

Steve Jobs.

Oh.

Yeah, in 1986 for, I believe, a few million dollars.

It was not a super high payout.

And then he asked Marcia if he could spread the divorce payments out because he had to make payroll across all of this business.

And she's like, no, I need my $30 million

now.

Maybe.

But he was focusing more on family.

He adopted two more children in 1988 and 1993, respectively.

And he dealt with tragedy in his own life.

His mother and father passed away in 89 and 91.

And it's Marcia described him as very close to his parents.

So that obviously, I'm sure, was very tragic for him.

Did they, it sounds like he and Marcia did stay on somewhat good terms.

Is that wrong?

You know, I don't know because Marcia didn't give a lot of interviews.

Okay.

She has recently given a couple that I listened to, actually, one from this year, True Film West.

You could look it up on YouTube.

And she speaks very highly of him, especially creatively.

All of her interviews she does, she talks about, you know, kind of what a brilliant mind he was and what a good director.

And again, she's not sugarcoating it.

She's very critical of the prequels, for example.

He

basically erased her from the history books of Star Star Wars, it seems, or at least permitted it in terms of what other people were writing inside of Lucasfilm about kind of how the films were made.

So there were a number of books published about the making of that basically only included passing references to Marcia.

Wow.

Even though it's not as if there would be no Star Wars without her, but she was responsible for a lot of, you know, the success of the films, I would argue.

So I have no idea what their relationship is like now, but it seems like it was pretty cold at this point in time.

Okay.

So 1987, 10-year anniversary of Star Wars.

And maybe Lucas gets a little bit of an inkling, a feeling of the force in the air.

Starlog magazine asks him to host a convention.

And Lucas is like, no one's going to come to that.

And they're like, just come out, George.

Come on the last day.

He gets up on stage and there's 9,000 fans crammed into this hall.

And he's like, oh, I thought there were only seven of you here.

That's an actual quote.

Then Mel Brooks's Spaceballs comes out that June, which even though it wasn't a big hit, it kind of reignites public interest.

And then although the Star Wars fan club and its newsletter shut down that winter, Lucas promises to revive them once he makes more movies.

That's the quote.

So people are like, oh, George might make some more movies.

So 1988, Bantham Books proposes a new Star Wars book to Lucas.

He's kind of like, eh, for a year.

And then he says, okay, fine, but only if they're sequels.

So it's like, oh, he's thinking about prequels because he doesn't care about the sequels.

So then, Heir to the Empire, a book I've never read, set five years after Return of the Jedi, releases in 1991.

The author, Timothy Zahn, is like, no one's going to read this.

Star Wars is not in the public consciousness.

It's an instant hit.

New York Times bestseller for 29 weeks.

Wow.

A Star Wars novelization sequel.

People love it.

It's a new dawn for Star Wars.

So more books follow in 92 and 93, and everybody realizes there's more money to be made here.

Dark Horse launches a new line of comics.

Micro Machines starts pushing out new playsets, re-releases of all the original toys.

New video games are getting released.

Everything's flooding the market.

People are interested in Star Wars.

And at the same time, George Lucas is rediscovering his passion for directing and filmmaking by way of a TV series called The Young Indiana Jones Chronicles.

Lizzie, have you ever seen this show before?

No.

It only ran two seasons, but it did win 10 Emmy Awards.

And it was actually very popular and it was very educational.

So in every episode, a young Indiana Jones would meet and learn from a different famous historical figure.

Oh my God, it's Wishbone, but with Indiana Jones.

It is.

It's Wishbone Indiana Jones.

And Lucas loves the process.

It does three things for him.

One, he loves writing the origins of indie.

So he loves filling in the backstory.

He finds that very invigorating.

Oh, does he ever?

Oh, yeah.

Did you want to know about when he was a little kid?

No.

He loved the style of production.

He treated the project like it was one long movie, and he edited it out of Skywalker Ranch while the footage was being captured around the world and sent to him.

So he could just sit at his little...

you know, headquarters and go, I need another angle on this one, and they would have to go do it for him.

It's great.

That's amazing.

Gary Kurtz, actually, before he passed away, said he'd had a sneaking suspicion that Lucas dreamed of directing via remote control, which is basically what he was getting to do.

Yeah, I don't want to leave my house either.

That sounds good.

I agree.

He experimented heavily with CGI with ILM.

So there were nearly 100 CGI shots per episode.

A lot of them were background replacements instead of map paintings, increasing crowd size by multiplying plates of people across the frame.

And then third, he fell in love with this new team of collaborators.

So not the people he'd worked on the original Star Wars films with.

And this is costume designer Tricia Bigger, production designer Gavin Boquet, editor Ben Burt, who was a Star Wars sound designer.

I mean, probably one of the most famous sound designers of all time.

Set decorator Peter Walpole, and perhaps most importantly, producer Rick McCallum, who we'll talk about.

Now, Lizzie, at the same time as all of this, of course, Industrial Light and Magic is going through what's probably the CGI revolution at this moment.

Right.

That makes sense.

We're around, what, like 93, 90, 92, 93?

92, 93, exactly.

So I'll give you a couple of the 80s developments and then we'll hit the big one that I'm sure you're thinking of right now.

So 1985, we've discussed this first fully CGI character in young Sherlock Holmes, the 3D stained glass night.

Right.

1987, a fully CG airplane squadron in the sky for Spielberg's Empire of the Sun, which is the Christian Bale movie.

I actually re-watched it for this podcast.

Really incredible camera work, aerial photography, really fun movie.

Great Christian, young Christian Bale performance.

Anyway, highly recommend it.

1988, characters morphing into different animals in Willow.

89, human actors interacting with the CGI water alien tentacles in the abyss.

Yep, check out our episode on that.

1991, the liquid metal T1000 in Terminator 2.

And then, of course, 1992, Spielberg is filming Schindler's List.

Lucas steps in to help him oversee the CGI that ILM was creating for Jurassic Park, of course.

So, listen to our episode on that.

It brings tears to his eyes.

He literally compares it to the invention of the light bulb.

And his quote is: that was the watershed of being able to create realistic characters using digital technology.

So, I thought about it again.

I could do cities like Coruscant.

I could do a pod race.

I could do other things that up until that point had not been possible.

It's so fascinating, though, because Jurassic Park really still looks good.

And I think it still looks good good because it's not entirely CG.

Like it is the mix of practical and CG that I think when that's done with like just the right touch, it looks incredible.

It stands the test of time.

Full CG still does not look amazing to me.

I agree.

Lucas sees it.

He realizes the technology has caught up.

I can finally do the Star Wars I wanted to do in 77.

No.

But couldn't.

So Lucas Film Fan Club magazine, summer of 92, Lucas gives an interview.

He confirms that he's going to start working at some point between 95 and 2000.

That's the years, on what he calls the first trilogy.

The storyline will follow the adventures of a young Ben Kenobi and Anakin Skywalker.

And it feels very similar the way he describes it to the young Indiana Jones project that he was working on.

So it's an origin story.

Okay.

So on June 24th, 1994, Entertainment Weekly reports that Lucas, who's now 50, 10 years after Return of the Jedi, basically, was actively working on the next Star Wars film.

Little did they know, Lucas had a lot more planned than that.

Because it turns out, Lizzie, Lucas had never really moved on from Star Wars at all.

He'd just been waiting for a chance to do it properly.

And over the following five years, from 94 to 99, he'd give the world the Star Wars he'd always wanted to make.

Whether or not they'd like it is an entirely different question.

So, on November 1st, and you can see the video of this online, he officially starts writing episode one, and he hired someone to come videotape him with the camera as he sat in his little studio.

He's like, So, the writing process begins, and I, you know, I said, write it longhand.

And it's very cute.

And it's called All You Need is an Idea.

And basically he goes back to the original treatments he'd written in the late 70s.

And there's about 15 pages in there that have the backstories of a lot of these characters.

And he's going to start building the story off of this.

He's writing it by hand, paper and pencil.

He's surrounded by books on storytelling and history and all these VHS tapes.

And remember, he hates writing.

like famously has said he hates writing.

He wrote in 1974, he said, I'm not a good writer.

It's very, very hard for me.

I don't feel I have have a natural talent for it.

When I sit down, I bleed on the page and it's just awful.

He said he hates directing too.

George, what are you doing?

He likes editing.

He does.

And he likes the technology.

But yes, he has a hard time with that half of the creative process.

But it seems like he had a much better time writing the new films because he didn't feel hemmed in in the way that he once did.

He could write anything and he figured I could achieve it with CGI or because I'm paying for it, I don't have to worry about the studio saying no.

So let's talk about this first draft that he wrote because there are a few fun facts that would make for a very different movie and could speak to some of your thoughts, Lizzie, on the imbalance between Liam Neeson and Ewan McGregor, for example.

So originally, the movie was going to focus on a young Obi-Wan, and he considered making Anakin a teenager, not a nine-year-old.

So it would have been much more similar to what we get in like Attack of the Clones, right?

We have Obi-Wan maybe in his 30s and a 15-year-old Anakin Skywalker.

Not what they ended up doing, but it seems like that was the original plan.

Also, if you look in his notes, he says Anakin could be anywhere from 9 to 20 back when he wrote the original kind of treatments back in the day.

Pod racing was in from the get-go.

He didn't know how it was going to fit in the movie, but he was like, I want to do basically Modesto drag racing in space, which sounds cool.

Which, by the way, is the most fun sequence of the whole movie.

And it's pretty fun.

It's very fun.

Yeah.

He claims that he wants to avoid heavy dialogue.

He's lying.

I know.

He's lying to through his people.

He says he wants the movies to feel like silent films.

I know.

It seems like he wanted to do something closer to THX 1138, right?

The first film he did.

Maybe it does feel a bit like a silent film in that I could have used sort of just a scroll telling me what was happening in each scene or tableau as we move through it.

So mission accomplished.

I thought you were going to say because you muted it while you were watching it.

So there's a lot of debate online, guys, about how much of the story was already thawed out by the time he sat down to write it.

I think Lucas himself has said most of what was written in the 70s was stuff that he would use on episodes two and three.

So Attack of the Clones and Revenge of the Sith.

And episode one needed a lot of padding, as he said, to justify being a full feature film.

So that's your first indication that the first movie's a little bit of tap dancing.

to get you through the runtime in order to get to the next film.

And it's so long.

It is.

And a lot of that is political maneuvering, specifically of Senator Palpatine and the trade federation you mentioned, Lizzie.

You may have been wondering, where did all this come from?

Any guesses?

A trade war with China.

I don't know.

What is it?

That's a better guess than what I came found.

That would make sense, especially based on some of the racial codings of those aliens that we'll talk about later.

I did not remember that.

Yeah, we'll get to that in part two.

This is not a political podcast, but we must discuss a moment in political history.

It obviously influenced George Lucas.

On November 9th, 1994, Republicans took the House and Senate for the first time in 40 years.

This was the Republican Revolution, midterm election response to Clinton's win in 1992.

Their agenda, what they called the contract with America, includes tax cuts.

And Newt Gingrich is the Speaker of the House.

So meanwhile, Lucas creates a trade federation that gets into a dispute over taxes and names their leader Newt Gunray.

Okay.

So I think Lucas just was watching the news.

He's just watching C-SPAN.

All right.

He's like, these Republicans, children would love this.

You know?

All right.

January 13th, 1995.

He's done 20 rewrites and revisions, and he has a rough draft that he's called the beginning.

And some changes have been made.

Obi-Wan is older now.

He's in his 30s.

He goes alone to solve the Trade Federation blockade.

Qui-Gon shows up much later.

He's a much more secondary character.

Obi-Wan has the core relationship with Anakin.

Anakin was more like an ominous young Buddha than an excitable drag racer.

We'll get to that too.

Jar Jar Binks and all the Gunguns spoke regular English, and Binks specifically was more wise and serious than comedic.

Lucas is adamant that the film will cost $50 million,

no more.

For reference, Return of the Jedi costs $40 million in 1983.

George.

Lucas' desire is to shoot the trilogy back to back, which Lord of the Rings would do a few years later.

Production is slated for 1997.

They're hoping for a 98 release, and George Lucas is not going to direct this movie.

He says, I'm going to get somebody else to direct it.

And in fact, he says, I'm going to get somebody else to write it.

In the spring of 95, he says, I'm just going to polish these first drafts, and then I'm going to hand them off to somebody else to finish.

And this is actually closer to what he did with the the original trilogy.

Obviously, he brought in Lawrence Kasden and Lee Brackett for The Empire Strikes Back, and Kasden for Return of the Jedi, and Marshall Lucas had been very involved in giving him feedback on the first film.

According to producer Rick McCallum, they considered both Frank Darabont, obviously of Shawshank Redemption fame, and Jonathan Hales both had been writers for the Young Indiana Jones Chronicles.

Hales was eventually actually brought on to help write Attack of the Clones, but for The Phantom Menace, Lucas continued to write alone, just George in his room with his pencil.

And I think the issue is that

he had all of the knowledge.

Right.

So he couldn't hand it off because they'd say, well, I don't know what's happening here, or I don't know what the backstory is here.

I get it.

He built this world.

This is, he's realizing that there's so much more enthusiasm about it than he thought.

He's going back into it.

Like, this seems like this thing that simultaneously both destroyed and kind of made his life.

He's consumed by it.

Totally understand, not wanting to relinquish control of that.

Exactly.

He was the gatekeeper of the lore, but he was adamant that there would be a different director.

Lizzie, it is confirmed that he asked three very well-known peers to direct this film.

I'll give you three hints: one for each.

One was arguably his closest industry friend.

One was known for his work with the visual effects.

And one was a former child star.

Okay, I'm going Steven Spielberg and James Cameron for the first two.

Okay.

And a former child

Ron Howard for the third one.

You got two out of three, and I thought you were going to guess James Cameron for the second.

It's Robert Zemeckis.

Oh.

I know.

And it's tough.

James Cameron, based on my clue.

Anyway, you did very well.

Spielberg, Zemekis, and Ron Howard.

And none of them wanted to touch it.

Yeah, not surprised.

They said, no thanks, George.

Ron Howard later said, I don't think anyone wanted to follow up that act at that time.

It was an honor, but it would have been too daunting.

I also think it's possible they knew how stressful Return of the Jedi had been for Richard Markwand.

Markwand was, of course, the non-DGA director that Lucas brought in to direct Return of the Jedi.

It's long been rumored that Lucas really ghost-directed that project.

We will get to that when we cover Return of the Jedi.

Regardless, what we do know about that project is that it was incredibly stressful for Markwand, Wand, and he may have suffered a bit of a breakdown in post-production as the pressures of Star Wars got to him.

Long story short, Lucas realized if anyone was going to direct this movie, it was going to be him.

So he pushes forward with his team from young Indiana Jones, reminder of the names, production designer Gavin Bouquet, set decorator Peter Walpole, costume designer Tricia Bigger, editor Ben Burt, cinematographer David Tattersall, and producer Rick McCallum.

And Lucas also has an an entire army of the top computer graphics artists in the world by way of ILM to pull from.

So speaking of, it was time to design a new Star Wars movie.

And it wasn't just a big deal to the general public, Lizzie.

This was an enormous deal for the employees of Lucasfilm and ILM, et cetera.

I mean, they came to work for these companies largely because of Star Wars.

Of course.

It would be like, you know, I can't really think of a good example, but it would, you know.

I don't care about anything enough to

think of example, but no, yeah, of course.

This is the most amazing opportunity for them.

It would be like going to church and God says, we're starting a new testament.

And you'd say, great, I'm in.

Where do we start?

So Lucas, sorry to all of our religious pants,

but that is, I think, what it felt like for a lot of these people.

So he's writing the script.

And while he's writing the script, he starts assembling his art department until he's got like a team of six or seven people and they're not working with a script.

So Lucas is like, it's not an assembly line.

I don't write first, then design, then shoot.

I'm doing everything together.

And the important people he brings in to our story, Doug Chang, art director, Terrell Whitlatch, concept artist, Ian McCaig, concept artist.

They're all hired from ILM.

They're brought into the project.

And it's a daunting project, right?

I have to come in and design Star Wars.

But they all have this advantage.

They think, Star Wars already exists.

I can pull from the original Star Wars movies, right?

Yeah, just go pick some of those little aliens out of the bar at the most liesly cantina and put them in there.

Well, Doug Chang goes in to meet with Lucas and he goes, forget everything you know about Star Wars.

We're going to start over.

And so basically he says, we're going back 30 years to lay the foundation for all of that to explain why the designs in the original trilogy look the way they do.

So think about it like Star Wars was supposed to look like an old and aged, you know, empire, and he's going to go back and show you what it was like when it was new.

So Chang focuses on machines and environments.

He didn't know if the things he was working on would be important or not.

So for pod racing, he's like, I want two engines tethered together with a cockpit.

He didn't know if it was going to be a big scene in the movie or something that was just in the background.

The advantage, though, was that the costume design and the concept art would influence Lucas while he was writing as well.

So their ideas could make it into the script.

Terrell Whitlatch, who sounds like she has a really interesting background, designed the animals and creatures that includes like Jar Jar Binks and Sabulba.

She was hired straight out of art school to work at LucasArts on video games and she has a background in zoology.

And so she had this deep understanding of animal anatomy.

And her first job with ILM was actually Jumanji in 1994.

Oh, very fun.

Ian McCaig had worked on Terminator 2.

He was assigned to do humans and their costumes, most famously, Darth Maul and Queen Amadala.

Her costumes are great.

They are very good.

The costumes were designed in tandem to one another.

As McCaig later said, the scarier and gnarlier Maul got, the more exotic and powerful Amadala got.

He's just wearing a robe the whole time.

Well, let's talk about Darth Maul's design because the character...

It's a very scary bathrobe.

I mean, it's a very scary bathrobe.

Her outfits are great, and they get wilder as the movie goes on.

And that happens also for a very specific reason.

So when he's designing Darth Maul, basically Darth Vader is like looming over him the entire time.

And he basically had a nervous breakdown because he said, I can't make anything more terrifying than Darth Vader.

It's a skull and a Nazi helmet.

Like you can't do better than that.

So he finally decided to take the helmet off.

So originally the character was going to have a helmet and he said, I can't make a cooler helmet.

So let's lose the helmet.

What's underneath?

Goes through all these different iterations, brings in his co-workers, says, what kind of Sith Lord would you be?

And one of them said, jokingly, don't make me look fat, which kind of revealed what they thought of themselves.

And that made him think of a Rorschach pattern on the face,

which I think you can see a little bit in the final version of Darth Maul.

Yeah.

So he gets the script.

And the script describes Darth Maul as a vision from your worst nightmare.

And he thinks, oh no, like the Rorschach pattern isn't scary enough.

So then he makes what I would describe as an infrared photograph of Samara from the ring.

And it's very weird.

And so George Lucas says, give me your second worst night, Marion.

And he then draws a version based on Bozo the Clown.

So it's like inverted red and white to red and black makeup with the Rorschach on top of it, black and red, yellow eyes.

And then he puts feathers on the head.

which Nick Dudman, the creature effects supervisor, misunderstood as horns.

And then Lucas liked the horns.

So that's how you get Darth Maul.

It was Bozo the Clown Rorschach tests feathers into horns.

Yeah, that adds up.

It's also how you get the lipstick demon in Insidious, which is basically a riff on Darth Maul as well.

All right, Queen Amidal, Lizzie, you mentioned all of her costumes.

How many costumes do you think she was originally supposed to have?

35.

40.

One.

No, that doesn't work.

Makes sense.

Princess Leia never changed out of her white robe in a new hope.

That's true.

And George Lucas basically never let her change out of her metal bikini and return to the Jedi.

Lucas loved, though, all these iterations that McCaig was doing.

Sorry, did you want to say something on her metal bikini?

No.

She looks amazing.

Yeah.

No.

She does look great.

And so Lucas says, let's just change, have her change costumes every time we see her.

And so McCaig just goes crazy and he pulls hairstyles and costumes from ancient Egypt, Imperial China, Art Nouveau, Japan, decides her hair should be way more memorable than Princess Leia's famous bagel buns.

Not more memorable, but you know what I mean?

Bigger.

Oh, it's physically larger, certainly.

Well, it.

Have you seen Scary Movie 3?

No.

It reminds me of there's a scene where the sheriff's hat, every time they cut to the sheriff, the sheriff's hat's just bigger every time they cut to her.

Yeah.

At a certain point, I was like, is that supposed to be her hair, or is this some sort of like cooling air tube that's wrapping around the top of her head?

Both.

Great.

It serves very important functions.

Now, Ian McCaig, it should also be said, claims credit, or at least partial credit, for Natalie Portman's eventual casting.

I will read the quote from the oral history of the Phantom Menace.

Every time I would start with Natalie Portman, because I had seen her in The Professional.

I counted the years from that to this and realized she was exactly the right age for the queen.

And I just kept drawing and drawing and drawing her because I loved her face.

George came up to me at one point and said, Do you know this girl?

And I said, no, sir, but she's your queen.

And lo and behold, she was cast shortly after.

The one and only time I got a casting choice put through.

But that face is so strong and so beautiful and so innocent and so powerful, it can support any amount of crazy stuff going on around it.

That is true.

I will say she does, like, she holds up when she's not wearing any of the makeup, when she's, you know, pretending to be just a handmaiden.

And she looks awesome in the full Amadala makeup.

Absolutely.

And did you recognize who plays her body double?

Obviously, I did.

It's the one and only star of Love Actually, Kira Knightley.

Well, she's been in a lot of great movies, but yes, she's also.

Also, Sophia Coppola plays one of her other handmaidens.

I don't know if you recognized her.

I couldn't find her because you told me to look for another one.

And so I was watching and I did not recognize her, but I saw her name in the credits.

I think she only in a shot or two.

She wanted to be on set to observe, and I think that was an easy way for her to be involved.

All right, let's talk about casting, Lizzie.

The truth is, Ian McCaig was not the only one who thought Natalie Portman was a perfect fit, which makes sense.

She had exploded onto the scene with The Professional, which was released in 1994 when I believe she was 12 or 13.

Casting director Robin Gerland says that Natalie Portman was always the standard from the moment she saw the description of the character, which was a 14-year-old queen.

She saw a bunch of other actresses, over 200 auditioned, but according to Gerland, it always came back to Portman.

And I think there's one other actress I could think of at this time, Lizzie, who made as much sense to me as Portman.

And she was in a movie we actually discussed briefly, Jumanji, Kirsten Dunst, who had done interview with a vampire and kind of similarly played like a precocious.

Totally.

I don't think her face.

commands the same presence in this kind of space and with this kind of costuming at that time when she was so little.

Also, because she just has sort of softer features.

Obviously, when she's older and she does Marie Antoinette, I think it's a different situation.

But it's just interesting because I was trying to think of anyone else at that exact same, they're only a year apart, I believe.

Yeah.

And I was like, wow, Dunst had shown the ability to play far older than she was in a similar way.

She's amazing in Interview with the Vampire.

Yeah.

Portman wins the day.

And now she had to see Star Wars.

Uh-oh.

She had never seen the original three films before.

And this actually kind of gets to why casting was tricky for this film one

most of the cast has to sign on to a three film multi-year contract without seeing a completed script so you're just saying i'm going to be in star wars for the next eight years of my life and we're not going to let you read the script i mean i know yeah like it's it's a known quantity like yes that is an enormous thing to to say yes to but you're not going in blind like you understand what the franchise is and what the impact it's had so far but do you in the sense that it's going to be very different in a lot of ways?

No.

Right.

And also Natalie Portman, when they start filming, I believe, is 16.

So this will effectively take her from 16 to 24.

She's a lot younger than I remembered.

Some had to play younger versions of characters that fans knew and loved, which we obviously see with Ewan McGregor, for example, with Obi-Wan,

Jake Lloyd.

with Anakin.

And though there were also some actors that did return, Anthony Daniels voiced C-3Pio, Kenny Baker Baker was back as R2-D2, Frank Oz as Yoda, and of course, Ian McDermott, who had played a heavily made-up Emperor Palpatine in Return of the Jedi.

Can anybody think of another instance in which an actor returns to a franchise 15 years later to play the same character 30 years younger?

No, but it works perfectly age-wise because he was in so much makeup in Return of the Jedi.

It's so perfect.

He's great also.

He's a shining light in this whenever he slimes his way onto the screen.

He's so, I love how slimy he is.

He's such a good politician.

Yes.

It's great.

So Lucas is also adamant that he doesn't want to do this movie with movie stars.

He says this when he does every movie.

And then they turn into movie stars and it annoys him.

Like Harrison Ford was a no-name.

And then all of a sudden he's the most, that's why he didn't want to do Indiana Jones with Harrison Ford.

He's like, every movie is just going to be George Lucas movies are just Harrison Ford movies.

So he wants fresh faces, but he ends up bringing in some pretty recognizable people, as we'll see.

And a lot of that's just because everyone in Hollywood wants to be in Star Wars.

Of course.

It's not like, you know, it's like when we were talking about Saving Private Ryan, for example, and all the young guys want to audition.

One of those people is, of course, fresh off of pulp fiction.

Lizzie?

Samuel L.

Jackson.

Sam Jackson.

So let's listen to a brief clip of Samuel L.

Jackson describing how he got involved in Phantom Menace.

When I said I wanted to be in Star Wars, George invited me over to the ranch.

I got over and told him, Look,

I just want to be in the movie.

I'll be a stormtrooper.

You can put me in one of those white suits.

Let me run across the screen.

Nobody needs to know that but me.

And I'll be happy.

He's like, No, we'll figure out something.

So I got over here and he made me a Jedi.

That's awesome.

So it seems like George just liked Samuel Jackson and he made him mason.

Why wouldn't you?

Yeah.

Shoot your shot, guys.

If you run into George Lucas or somebody else, just tell them what you want.

You might get it.

now.

There was another massive Star Wars fan joining the project.

Lizzie, of all the casts that we haven't talked about, who might you who do you think might have been a big Star Wars nerd?

Ewan.

Yes, perfect guess.

He was the exact right age, right?

He was Gen X.

So they needed someone who resembled Alec Guinness and could handle the physicality of the role.

Yeah.

And so Robin Gerlin was comparing headshots of young English actors to Alec and Ewan.

I know he's not.

We'll get to that.

He's Scottish.

I know.

We're going to get to that.

Chris, before all of Scotland comes after you.

Okay.

He's a beautiful Scotsman.

He is.

And they had to make him get rid of his accent, as we'll get to.

So Ewan's a great fit, and he has a fun connection to the original trilogy.

His uncle, Dennis Lawson, played Rebel Pilot Wedge back in the day in the originals.

Now, Ewan McGregor is a relative newcomer.

He'd made his film debut in 94 and he broke through with 96's train spotting.

So I don't know.

I believe train spotting had come out by the time he was cast, but it's unclear.

So there were other contenders for the role and a big one was Joseph Fiennes.

Oh, he doesn't.

Oh, I was going to say he doesn't look like Alec Guinness, but I guess you could maybe see that aging.

I don't know if he does, but I also think he would be good.

Yeah, he would have been good.

He, in fact, made it to an in-person audition for Lucas and Robin Gerland only for George Lucas's daughter, I don't know which one, to in front of finds, turn to George and say she didn't like him because she thought he was weird.

And that's how his audition ended.

Oh, no.

Yeah.

Tim Roth and Kenneth Brana were also considered.

It's unclear if they actually auditioned.

Tim Roth would have been fun.

I understand.

It's totally wrong, energy-wise.

Well, I would have been like, when's this guy going to the dark side?

Kenneth Brana makes a lot of sense.

Out of all the ones that you've said, he might make the most sense.

I agree.

I think

they may have thought he was just a hair too old and a hair too close to Liam Neeson in terms of age because he's right in between Neeson and McGregor, I think.

Yeah, he may be very close to Liam Neeson.

You're right.

I think so.

I think McGregor is now in his 50s.

Neeson's 72.

And I think Brana's in between the two of them.

Now, Robin Gerland, speaking of, had Liam Neeson, who'd starred in obviously Schindler's lists with Spielberg a couple years prior, on her short list for Qui-Gon Jin, a character which I think honestly was added because Lucas needed a death of the mentor scene late in the movie.

And that's basically why we get McGregor and Neeson playing the same character across most of the movie.

The only problem, he was Irish.

Lucas said he wanted a very physically fit, sage-like, 60-something American for the role.

I don't know why.

Okay, I was wondering about the accent.

Apparently, he had envisioned him with a mohawk at one point.

Glad they didn't do that.

Gerlin kept a little note next to Neeson's name.

Well, if only he wasn't Irish, if only he was American.

Actors can do accents.

George,

I'm not going to do George anymore.

Let's talk about some Americans they considered.

Kurt Russell.

Put him in.

I take it back.

Put him in immediately.

I want the Phantom Menace of Kurt Russell.

Come on, guys.

This Trade Federation thing.

We can work it out.

I'm just feeling like him in big trouble.

Yeah, exactly.

Jack Burton.

Morgan Freeman.

That could have been good.

And Denzel Washington.

Put him in.

My personal favorite.

I would have loved Denzel.

Absolutely.

Put him in.

The reason I'm going to see Gladiator 2.

All right.

Finally, Lucas told Gerlin to hire Neeson.

Irish accent, be damned.

And he does a slightly more neutral accent in the movie.

It's been rumored that Neeson also had not seen the original trilogy.

I could not confirm that.

Would not surprise me.

Now, there is one mega star who wanted a role role in this movie more than anyone and wanted a specific role in this movie more than anyone.

The role is Jar Jar Binks and the performer is Michael Jackson.

What?

This is not as random as it sounds.

Jackson and Lucas had worked together on Captain Eo.

which was a Coppola-directed, Lucas-written, 3D sci-fi short film created for Disney theme parks in 1986.

So they'd worked together.

And Michael was like, George, put me in your movie.

And there were two problems.

Just two?

Big problems.

Lucas wanted to do the character with CGI.

Jackson wanted to do it with prosthetics and makeup, like Thriller.

Oh, boy.

Two, although Lucas never confirmed this, it's believed by many he was concerned that Michael Jackson would have been bigger than the movie itself, which I think is a fair.

It would have been press, yeah.

How far away is this from like the baby dangling over the balcony era days of Michael Jackson?

I think this would have been four or five years before.

Okay, so maybe a little more reasonable.

I think so.

I think he was still, his Q rating was high in a positive way at this point, more or less.

Meanwhile, casting director Robin Gerland spots a particularly charismatic young man at a showing of Stomp.

Did you ever see Stomp?

I have seen Stomp.

I famously fell asleep during Stomp, which I can't.

How do you fall asleep during Stomp?

i don't know they're banging trash cans i know i know passed right out

i also saw stomp i may have seen like this rendition of it because it was when i was quite young like in the early to mid 90s yeah and this is new york born actor and performer ahmed best and in a lot of ways he's like the perfect inversion of jackson he brings the physicality that lucas wants but he's a complete unknown doesn't have a single film or television credit to his name and he's also all in on using cgi something that a lot of other actors were a little scared of He said, great, I just want to disappear into this character.

And if you've listened to our coverage of Lord of the Rings, you know that Andy Serkis got a lot of pushback for what he did with Gollum at first.

And this was before that.

This is before like the Navi and Avatar.

He's a 25-year-old kid from Brooklyn, getting a major role in Star Wars, pioneering a technology that didn't yet exist.

He's also one of the only black members of the cast outside of Sam Jackson that's going to be in this movie.

It's a dream come true, which turned into a nightmare.

And we'll get to that in part two.

One more funny story, Lizzie, about Michael Jackson.

I believe this is during prep.

They're in London and they go to a Michael Jackson concert.

This is George Lucas, Natalie Portman, Ahmed Best, and George Lucas' kids.

Lucas gets them all backstage and he's introducing them to Michael Jackson.

And he finally introduces Ahmed Best, but he doesn't introduce him as Ahmed.

He introduces him as Jar Jar.

Oh, no.

And Michael Jackson seems like a little miffed.

And then they leave and Ahmed says, says, why did you introduce me as Jar Jar?

And George says, well, you know, Michael wanted the part.

So he thinks that that's how George Lucas told him he didn't get the part.

Oh, no.

To the party.

Oh, my God.

Yeah.

Oh, boy.

Not the best communicator necessarily, George Lucas.

Who knows?

I just, I cannot wrap my head around what Michael Jackson has.

Listen, do I want a version of this movie that has Kurt Russell or Denzel Washington as Qui-Gon and Michael Jackson as Jar Jar Banks?

Yes.

Yeah.

A hundred.

Absolutely.

Yeah.

Let's do it.

All right.

We got to talk about the most difficult part to cast in a lot of ways.

You know who I'm going to bring up, Lizzie.

Yep.

Anakin Skywalker.

He'd considered making the character anywhere from age nine to 20.

He landed at nine.

Gerland auditioned more than 3,000 actors

for this role.

She narrowed it down to three.

Michael Angorano.

Oh.

Who is a very successful actor.

You probably remember him from Almost Famous.

Yeah.

He's been in a ton of things.

Gentleman Broncos, my personal favorite.

Devin Michael and Jake Lloyd.

Michael, Angorano and Devin Michael were nine years old and Jake Lloyd was seven years old when they auditioned.

Oh God, they're so little.

They're tiny and Angorano is the smallest of the three.

He is a pip squeak.

And there's footage of them.

in the behind the scenes making of documentary of them auditioning and coming to Skywalker Ranch.

It's really cute.

And I have to say, it seems like the production handled it really well.

They showed up, you know, everybody's getting to meet them.

And let's make this fun and, you know, exciting.

And Devin Michael later said that he felt like he was stepping into Star Wars when he showed up on the ranch.

I mean, they see all the props.

Yeah.

You know, the lightsabers behind glass.

The next day.

They sit down and they meet with George Lucas and Natalie Portman.

Wow.

So here's this, like, you know, beautiful 15-year-old girl at this time.

They're nine.

And they're so, it's six years between them.

It could be a hundred.

Yeah, you know what I mean?

She's a young woman.

They are babies.

And they're just like, oh, hi.

Oh, hello.

They're tongue-tied.

They can't see it.

And now they have to screen test with her.

Oh, my God.

So they're each going to do a scene with her.

And it's the scene in which Anakin tells Amadala that he's a pilot who's going to fly away from this place.

So it's actually, I would argue it should be one of the more emotional scenes in the movie.

It's this young boy who's a slave saying that I'm going to get, this is my wish, my fantasy to get out of here.

They're all adorable.

And I'd like to play you a moment from their auditions that really stood out to me.

And I'd just like to hear your take on the three performances.

Okay.

You're just a little boy.

I won't always be.

I won't always be.

I won't always be.

So, Lizzie, what did you think upon watching that moment with all three young actors?

It went from sort of

the Chris, this is hard because they're kids.

And

I will preface this by saying, I know.

I'm not asking you to criticize anyone in particular.

I'm actually curious, is there someone that stood out to you?

Yes, the last one, for sure.

Devin Michael.

Yes, Devin Michael.

And

it's interesting to watch those three in succession because it kind of goes from almost like

least sort of emotionally raw to most emotionally raw over the course of going from Jake Lloyd to Michael to Devin.

Yeah, there's a big difference there.

Jake Lloyd looks very, he's very cute and he's the funniest.

He looks very Disney.

It's very sort of heightened.

It's very Disney-fied.

And then Devon at the end, it feels

very like real and sort of heart-wrenching.

It feels like he could be Darth Vader later.

Yes.

Yeah, yeah, yeah.

So there's more clips of these auditions.

There's a couple more lines that you can watch.

That's the big, the one that really stuck out at me.

But I think in all of Devin's performances, you can see how haunted he looks.

Yeah, there's a darkness there.

Exactly.

That's how he plays the scene.

I would argue there, it's signs of what's to come.

Everything that Yoda will warn of later in the film when he says there's fear in this, you know, in this child, it's there in the delivery.

And when I watched it for the first time, I couldn't believe it.

I actually thought,

there's no way.

There's no way this was the audition.

And somebody picked.

And not to say that the other two kids are bad.

They're not.

It's just to say it felt so

right

watching his audition to me.

Yes, I agree.

That is sort of stunning.

Like it, I think that that might have made a difference.

And it's really interesting if you watch, especially The Making of, trying to figure out what what exactly it is about Lloyd that Lucas was drawn to.

And it seems it's a combination of things, but simply put, he just liked that he seemed like a little kid.

And the things we liked about the darkness of Devin Michael's performance that actually would seem to serve the story a little better, Lucas didn't want to telegraph necessarily in the first film.

I think it's a fatal decision in some ways.

Yeah.

But he made that decision based on, quote, a gut feeling that Jake Lloyd was, quote, the one.

And the reason I think it's so interesting is because it speaks to some of the things that we've discussed earlier in this episode about his collaborators and Marsha Lucas, where he's justifying this choice, which is his choice.

And, you know, he is the creator and the director and it's his right.

And by the way, we're...

Monday morning quarterbacking this, you know, 30 years later.

We were not there.

Of course, of course.

But he's speaking to Doug Chang Chang and he says, quote, you can see the difference between the two kids.

One is going to move the production along a lot faster, and the other one I have to just do a zillion takes and then cut the performance.

But the performance sort of rises way above the other one because it's so unpredictable.

It's kind of unstudied.

So the unpredictable one he's talking about is Jake Lloyd, and the one that'll move the production faster is Devin Michael.

And this is, of course, also very interesting, and we'll get to this in part two, because Lucas is not known as a great communicator with actors.

So the idea idea that he's choosing the actor who's going to require more work on set and more editing is at least a very interesting decision.

So Lucas then leaves the room and kind of lets everybody discuss things amongst themselves.

And what's interesting is they all just start to agree with what he's just said.

They say, Devin Michael just hits the beats, or they say, some people just audition really well.

Or they say like, well, I really liked Jake Lloyd's body language.

And they all just fall in line behind this decision.

And it reminded me of this moment from a Marsha Lucas interview that I watched in which she described how when George was making American Graffiti, he brought on Fred Roos, who was Francis Ford Coppola's casting director.

And the way they worked, he would just tell Roos what he was looking for for the characters.

And then Roos kind of told him who to cast.

And George deferred to him because Roos was the expert.

And I just think about the contrast between that, you know, what would Marsha Lucas have told him in this situation or Fred Roos or even Steven Spielberg for that matter?

And it's impossible to say, but it certainly feels different than when he was making the first films.

I mean, Spielberg, especially, in terms of someone who has a keen eye for child actors.

Yeah.

And so at the end of the day, I think Lloyd matched the buoyant tone of like Ewoks, Jar Jar Binks, the more child-friendly version of Star Wars that I do think Lucas likes and was trying to make.

I think Devin Michael was a better emotional choice, you know, for some of those scenes.

But at seven years old, Jake Lloyd was the chosen chosen one.

And I definitely get a sense watching the documentary that folks around him want to agree with him more rather than push back, which makes perfect sense because he's the Jedi master now.

Of course.

You know what I mean?

He's not Luke Skywalker coming off the farm.

He's the Empire.

But I do think that George Lucas was sensing that everybody was maybe saying yes to him too.

Because in June of 1997, two weeks before production was to begin, Lucas calls up his old buddy Lawrence Casten with a question.

Hey, do you want to write Phantom Menace?

And Lawrence says, Aren't you starting to shoot it?

And Lucas says, Yeah, but it would be great if you took a second pass at it.

And Lawrence says, No.

And they hang up.

And so, for better or worse, George Lucas had achieved what he'd always claimed he'd wanted: complete and total control.

The fate of the entire empire was in his hands with a final price tag of over $100 million.

Yeah.

Once again, George Lucas was betting the farm on making the most expensive independent film of all time.

And if it failed, he'd have no one to blame but himself.

And that is it for part one of our coverage of the Phantom Menace.

In part two, we will dive into production in Tunisia, shooting against blue screens, why Terrence Stamp was so pissed when he left The Phantom Menace, and of course, the backlash and the release.

Amazing.

I'm very excited to hear what's going to happen in part two, which again will drop next week, not in two weeks.

So, a special little phantom gift from George Lucas to us, to you all, is that this movie takes two episodes to cover and they will be back to back.

So, please come back for part two.

I already feel like it's going to be sad because of the backlash and these poor people who put so much work into this, but I am very excited to learn more about it.

We will hold our what went right until next week chris anything else no i am excited to get into part two with you guys but in the meantime we need to thank the people that make this podcast possible and that of course is our full stop patrons on patreon guys if you want to support this podcast there are three easy ways to do it number one accost a stranger or family member and put your earbuds in their ears and when they hear these sweet dulcet tones of our voices they will convert number Number two, gave us a rating or review on whatever podcast platform you happen to enjoy.

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And number three,

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Head to www.patreon.com slash whatwentwrong podcast.

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And of course, for $50 a month, which which we understand is a very large ask, you get an in-episode shout-out custom every time.

I sang a song last time.

So, Lizzie, it's time for you to step up your game and tell these young Padawans why they might not have the Midichlorians needed to train as Jedi,

Master Yoda.

Tell them I will.

By the way, this is

a request from David

because I can't do Yoda.

So please enjoy the world's worst Yoda impression, Full Stop Supporters.

Or, as it's also known, Lizzie's bedroom voice.

Oh, God.

Get out of here, David.

I'm crying.

All right, here we go.

Land Stater,

we're done.

Nate the Knife.

Linda.

Andrea.

Don Melan Stacey.

Ramon Villanueva Jr.

Half Greyhound.

Brittany Morris.

Darren Andal Conkling.

Jake Killen.

Andrew McFagel Bagel.

Master Jacobson.

You gotta flip some last names and first names.

I did one and then I questioned it.

You know, it's a great approach.

Potter Grace,

Samverton, Ellen.

All right, okay.

Drop some sage wisdom now.

You're really getting in my way here.

Jewish resemblance, methinks.

Got Gerwin, Sadie, just Sadie.

Brian Donahue.

Korea Adrian Peng,

Chris Leal, Kathleen Paulson,

Leah Bowman, mother-in-law is my

Steve Winterbauer,

Don Scheibel,

George,

Rosemary

Like a little car.

Rosemary Southward.

It's literally hurting me.

Tom, Kristen, Stoman, Chinani,

McGrath,

Michael.

Oh my God.

Wow.

Harry, I'm so sorry you paid $50.

Somebody that

get that to George.

Please don't.

Don't ever let him hear this episode.

Or Kathleen Kennedy.

No, not Kathleen.

Because that is canon right there.

Lizzie, well done.

I am very impressed.

Guys, if that's not worth $50,

I don't know what is.

All kidding aside, thank you so much to everybody who has supported this podcast, either by spreading the word or through Patreon.

We'd also like to give a special shout out, Seth.

Thank you for listening to the show and supporting us.

We are humbled and happy to have played any role positive in your life as you've navigated challenging waters and obviously in recent weeks.

And so we hope we can remain a bright spot for you.

And thanks again for listening and reaching out.

Yes, thank you so much.

Your email really did mean a lot to us and it was a bright spot for us to read it.

So thank you.

We'll see you all back here next week for part two.

Let's talk MidiClorians.

Go to patreon.com slash what went wrong podcast to support what went wrong and check out our website at whatwentwrongpod.com.

What Went Wrong is a sad boom podcast presented by Lizzie Bassett and Chris Winterbauer.

Editing and music by David Bowman.

Additional research for this episode provided by Jesse Winterbauer.