The Trade Federation is a threat to order in the Galactic Republic. They are blockading the planet Naboo and preparing an invasion. The leader of the Republic, Supreme Chancellor Finis Valorum (Terence Stamp) sends Jedi Master Qui-Gon Jinn (Liam Neeson) and his apprentice, young Obi-Won Kenobi (Ewan McGregor) to negotiate with Trade Federation Viceroy Nute Gunray (Silas Carson). Sith Lord Darth Sidious (Ian McDiarmid) orders the Viceroy to kill the Jedi Knights and begin the invasion by launching shiploads of battle droids.

The Jedi escape and flee to Naboo. During the invasion, Qui-Gon saves the life of a Gungan outcast named Jar-Jar Binks (Ahmed Best). He leads the Jedi to the underwater city of Otoh Gunga, from which he has been exiled. The Jedi fail to persuade Boss Nass (Brian Blessed) the Gungan leader, to help the surface dwellers, but Jar-Jar guides them through the planet’s core, underwater, to Theed, the capitol of Naboo. They rescue Queen Padme Amidala (Natalie Portman) and escape on her royal starship, heading for the Republic capitol of Coruscant for help.

The ship’s hyperdrive is damaged running the blockade, and they land on the desert planet Tatooine. Qui-Gon, Jar-Jar, and tech droid R2-D2 visit Mos Espa to purchase equipment. With them is Queen Amidala, disguised as one of her handmaidens. The junk-dealer Watto (voice of Andy Secombe) owns a nine-year-old slave named Anakin Skywalker (Jake Lloyd), a skilled pilot who dreams of being a Jedi. He has built a protocol droid named C-3PO.

Qui-Gon senses that the Force is strong with young Anakin and thinks he may be the Chosen One who will bring Balance to the Force. To purchase him, Qui-Gon wagers the hyperdrive against Anakin’s freedom in the upcoming pod-race, for which Anakin has built a superior pod. Despite the scheming, cheating Sebulba (voice of Lewis MacLeod), Anakin wins. He leaves his mother, Shmi (Perrilla August) and travels with Qui-Gon to be trained as a Jedi. Before leaving, Qui-Gon battles Darth Maul (Ray Park), who tries to kidnap Padme.

Qui-Gon and Obi-Won escort Padme to Coruscant to plead her case to the Galactic Senate. Qui-Gon asks the Jedi Council for permission to train Anakin, but the Council fears he is vulnerable to the Dark Side of the Force. Really? Qui-Gon insists on taking him as his new apprentice. Senator Palpatine persuades Amidala to call for a no-confidence vote against Chancellor Valorum, which paves the way for Palpatine to become Chancellor. She tires of the corruption of the Senate and returns to Naboo. Qui-Gon and Obi-Wan accompany her.

Padme persuades them to ally with her against the Trade Federation. Jar-Jar joins his people to fight the droid army. During a battle in the starship hangar, Qui-Gon orders Anakin to hide in the cockpit of a starfighter, while Darth Maul engages Qui-Gon and Obi-Wan in an amazing lightsabre duel. Anakin accidentally triggers the autopilot of the fighter and takes off to the droid control ship. Maul mortally wounds Qui-Gon but is killed by Obi-Wan. Somehow, Anakin manages to cause the destruction of the droid control ship, de-activating the entire droid army. Dying, Qui-Gon asks Obi-Wan to train Anakin. Palpatine is elected Chancellor. Naboo celebrates victory. The Gungans of Boss Nass and the surface-dwellers of Queen Amidala become allies.

Ron Howard, Robert Zemekis, and Steven Spielberg thought the movie too daunting to direct and told Lucas he should do it himself. Lucas again dropped his salary as director for rights to the commercial tie-ins and toys, and full ownership of the film. The sandstorm that destroyed the Tatooine sets was considered by Lucas to be a good omen because the same thing had happened while filming A New Hope. There was tremendous interest in the movie before it appeared on the screen. Many theatres reported that up to 75% of audiences would pay to go to other movies just because there was a trailer for The Phantom Menace, and then would leave after the trailer.

Liam Neeson was picked for Qui-Gon Jinn because of his strength and presence. He signed to play the role without having read the script. Ewan McGregor was hired because of his acting skill and resemblance to Alec Guinness. He used a vocal coach to sound more like him and watched all of his movies. Both actors were shown a box of sword-hilts and were allowed only ten minutes to decide which one they liked, because Lucas thought they should connect to them by feeling, not by logic It reminds me of the wand choosing the wizard in Harry Potter. Also considered for Qui-Gon were Kenneth Branagh, Vin Diesel, Morgan Freeman, Tom Hanks, Kyle MacLachlan, Kurt Russel, Denzel Washington, Hugh Jackman, Tim Roth, and Harry Connick Jr. Michael Jackson wanted to play Jar-Jar, but he approved of Ahmed Best. Tupac Shakur lobbied for a role, but he was murdered. Darth Maul had only three lines and is on the screen for only eight minutes. Benicio del Toro quit the role because of this. Jake Lloyd was picked from hundreds for Anakin because he was smart, mischievous, and loved anything mechanical.

Out of 200 actresses who tried out for the role of Padme, Natalie Portman got the job because she sounded believable as a queen, yet vulnerable and open. She missed the premiere because she had to study for high-school exams. She was 18 when the movie came out. Keira Knightley was 15. She had been lobbying for the role since she was 12. To be clear, Natalie Portman was the real queen Amidala masquerading as a hand-maiden so she would be free to leave the palace, and Keira Knightley was the hand-maiden masquerading as the Queen, with the Elizabethan makeup and amazing wardrobe, as a stand-in or decoy. Natalie Portman’s voice was digitally enhanced to distinguish between Padme and Queen Amidala, and she imitated Katherine Hepburn or Lauren Bacall to get that classy accent, but sometimes Keira Knightley’s mother, visiting the set, couldn’t tell them apart.

The Queen seems to be robbing the cradle with Anakin, though I suppose that ten years later, when she is 24 and he is 19, no-one would have cared. But if a 14-year-old boy should be interested in a 9-year-old girl, eyebrows would be raised. Sofia Coppola is another handmaiden. She took the job to watch the movie being made, figuring she might learn a thing or two about directing. Queen Amidala’s ship was inspired by the Lockheed Martin SR-71 Blackbird. Her throne-room gown took eight weeks to design. The lights were powered by a car battery under the skirt. Designer Trisha Biggar created more than a thousand costumes. Each planet had a different colour scheme. The Wardrobe Department handled 250 costumes for the main actors and more than 5000 for those in the background.

The Phantom Menace was Senator Palpatine, modelled after Richard Nixon. There was a Phantom Menace in the Flash Gordon serials, and NASA liked to blame the Phantom Menace for all the failed Mars probes. It takes place on three planets, as do most of the Star Wars movies—in this case, the lush garden of Naboo, above and below sea-level, the skyscraper-filled planet-wide city of Coruscant, like Isaac Asimov’s Trantor, and the desert-planet Tatooine. The Star Wars Galactic Civilization is in concentric circles: Deep Core, Core, Colonies, Inner Rim, Expansion Region, Mid Rim, Outer Rim, Wild Space, and Unknown Regions. As a tribute to Spielberg, E.T.’s species is in the Senate. The slave girl beside Jabba before the pod-race is wearing Leia’s slave costume from Return of the Jedi. In the skies over Coruscant can be seen the Starship Enterprise. In Watto’s junkyard is a pod from 2001. The words chanted in the Duel of the Fates fight-scene are from the White Goddess by Robert Graves, based on a 13th Century Welsh manuscript. John Williams had them translated into Sanskrit.

The movie has received a great deal of criticism, I think mainly on three points. Jar-Jar Binks has been criticised as constantly irritating, as opposed to C-3PO, who was only irritating in the beginning, then loved. Jar-Jar has also been accused of being a black stereotype. I don’t recall if 3PO was accused of being a gay stereotype. When I saw the movie for the first time in a theatre, the ten-year-old kid behind me thought Jar-Jar was hilarious. I’m thinking that the Phantom Menace, as the name might imply, is trying to be a kid’s movie. Frank Oz loved Jar-Jar. Ahmed Best took the virulent criticism of the role to heart and contemplated suicide but decided against it because of his son. I don’t think Jake Lloyd was quite up to the role of Anakin, and I kind of wish George Lucas had said to his friend Steven Spielberg, “I know you don’t want to direct, but could you help me find a brilliant child actor?” But Jake Lloyd too had a hard time. He was bullied by his classmates for being in the movie and quit acting in 2001. He was diagnosed with schizophrenia in 2015 and since has received treatment.

Actually, the whole plot has come under fire. Does controlling an entire droid army from one orbiting satellite make any sense? And Anakin’s shutting the system down and ending the war seems kind of accidental. Or are we to assume that the Force works by giving him amazing luck? I hope so, because Qui-Gon Jinn seems to be a little reckless and some of his choices don’t turn out that well. To me, these faults are not so glaring that I’m willing to pass up the feast for eyes and ears that is this movie. I love Naboo, though its capital seems very much much like that of Dinotopia, published seven years earlier. (Always steal from the best.) I love the underwater world, where there’s always a bigger fish. I love the stupid battle-droids, the pod-race, the amazing city of Coruscant, and the astonishing duel of Obi-Wan and Qui-Gon against Darth Maul’s madly spinning double-ended lightsabre, accompanied by a Carmina Burana-like full orchestra and chorus.