‘All Films Are Personal’: An Oral History of Star Wars: Episode I The Phantom Menace

StarWars.com

Star Wars: Episode I The Phantom Menace arrived on May 19, 1999, to a degree of anticipation and hype rarely seen before, or since, for a movie. There was good cause. It was the first new film in the Star Wars saga since 1983’s Return of the Jedi, and the kickoff of the prequel trilogy, which promised to tell the story of how Anakin Skywalker turned to the dark side and became Darth Vader, while the Emperor rose to power. George Lucas himself wrote the script and was back directing for the first time since 1977’s Star Wars, and the movie became a giant leap forward in digital effects — including a record number of effects shots and a major CG character in Jar Jar Binks. “All of the Star Wars movies, in one way or another, are about me and my take on the world,” Lucas tells StarWars.com. That might be especially true for The Phantom Menace, a colorful mashup of Kurosawa, political intrigue and history, racing, and family. As The Phantom Menace celebrates its 20th anniversary this month, StarWars.com spoke with several of its greatest architects to tell the story of how it came to be, and to reflect on it today.

George Lucas with Natalie Portman on the set of The Phantom Menace.

Return of the Jedi Master: George Lucas with Natalie Portman as Queen Amidala.

Every Saga Has a Beginning

Following the release of Return of the Jedi in 1983, George Lucas’s commitments to Star Wars, at least in film, were complete. In the intervening years — dubbed “The Dark Times” by fans — Star Wars was largely absent from the public consciousness. Lucas, for his part, spent the time raising his family and somewhat quietly shepherding the evolution of digital effects with Industrial Light & Magic, resulting in innovations like the liquid-metal T-1000 of Terminator 2 (1991) and the mind-blowingly lifelike dinosaurs of Jurassic Park (1993).

Finally, on November 1, 1994, Lucas sat down to write Episode I.

George Lucas, The Phantom Menace writer and director, Star Wars creator: Well, my decision to make Episode I was more or less driven by technology. The first three Star Wars films were designed very, very carefully to be done cheaply. We didn’t go to any big cities, we didn’t have a lot of costumes, we didn’t have a lot of extras. We didn’t have a lot of the things that cost money on a movie like that. So it was really driven by what I could afford. You have to remember, the first film was made for 13 million dollars. Today, that same film costs 300 million dollars. Even in those days, 2001 cost like 25 million dollars. And I think we had more special effects than that did.

With Episode I, I didn’t want to tell a limited story. I had to go into the politics and the bigger issues of the Republic and that sort of thing. I had to go into bigger issues. And in order to do that, I had to come up with a way of doing it, and that’s what digital technology brought me. I had Yoda but he couldn’t fight. I had cities, but I couldn’t build models that big. I had lots and lots of costumes, but I couldn’t afford to make them. So there were a lot of issues that were just practical — Episode I wasn’t doable for a long time, so I waited until we had the technology to do it.

John Knoll, The Phantom Menace visual effects supervisor: George had mentioned it in one of the company meetings. Back in the mid-‘90s, annually, we’d have a big company meeting, and George would usually address us and sort of tell us what he was thinking. From the time I started there, every year somebody would ask, “Are you ever going to go back and make more Star Wars movies?”

I remember around ’94 or so, in one of the company meetings he said, “Yeah, actually, I think I am. I’m looking at writing stories now.” There was a lot of excitement about that.

Jean Bolte, The Phantom Menace Viewpaint supervisor: We all just sort of clutched our seats. We knew that this was going to be one of the most important projects that we would ever be involved in. Ever. It was the most highly-anticipated thing I can think of. So that was an incredible day.

Doug Chiang, The Phantom Menace design director and Lucasfilm VP and creative director: I came to ILM in February 1989. That’s when I realized that, because I didn’t go to art school, it was really starting to hurt me. That’s when I decided to set a goal: every day for one year I was going to do a piece, work at home every night, with the target that by the end of the week I’ll finish either a hero production painting or a hero concept. I was going to do that for a full year to end up with at least 52 hero pieces to revamp my portfolio.

It worked out really well; the homework I was doing at that time, I was just experimenting with different styles, learning different techniques, pushing the boundaries of my skills. In some ways it was my own art school. I put together my own program. I deliberately gave myself assignments that were uncomfortable to me, and that’s where I learned the most.

My style evolved out of that. Coincidentally, that style was very similar to what Ralph [McQuarrie, legendary concept artist] was doing when he was working with George. What I mean by that is, during that year I was combining old and new, doing different things, adding different cultures, just mixing things up, changing scales. I also loved nature and technology, so I starting to combine those to create something fresh.

So by the end of that year I had a new portfolio, and around that time was when George announced that he was going to make the new films. By that time, I was promoted to creative director at ILM after two years. I thought I would be first in line. I was head of the art department at ILM, this is George’s company, George just announced he was going to make the new movies. Here’s my chance. The irony was that George actually wanted to get fresh talent. He deliberately wanted to look outside the company first. He wanted to cast the talent net worldwide.

So we all submitted our portfolios, and just waited and got in line.

After I submitted, there was a period where I just waited, and then I got a call from [The Phantom Menace producer] Rick McCallum saying, “George really liked your portfolio and would like to meet you.” It blew my mind, because at that time I was just thinking, “I just want to be an artist. I just want to be part of the team.” When I realized that George was actually going to hire me to head up the [Episode I] art department, after the initial shock of that, I was like, “Wow! Can I really do this?”

And the reason he did that was, he saw in my portfolio similarities to his approach to designing Star Wars. And that was mixing genres, combining old and new, all the things that I was doing kind of instinctively on my own. That was the really fortuitous nature of what I was doing. That year of homework really paid off for me because George recognized that, and that’s why I got the job to head up the art department.

Ben Burtt, The Phantom Menace sound designer and co-editor: George called me up to his office and he said he had a sequence that he wanted to try to develop as a videomatic, and this was a year or so before filming. It was the podrace. One of the things that I had specialized in as I was editing for him on The Adventures of Young Indiana Jones was fashioning up action sequences out of stock footage or animation or little models that we would work with ourselves on sticks or planes, and cutting together an action sequence such that it was like a living storyboard. It’s common practice nowadays to do it and there are people who specialize in it. But at that time, I was just left to invent something based on what he was talking about.

And I would pull shots from these various videos and sources, and then piece together a version of the podrace. I probably got a one- or two-page document which described essentially who was in the race and what the outcome was supposed to be. So that was what I started on. I cut together the stock footage. I needed shots of the racers in the pods, so I started by shooting my son Benny just sitting in a big laundry bucket, and blowing a [leaf] blower on his hair, and putting him in front of a screen, like a front-projection screen so it looks like he was zooming along. I took one or two of his friends and I put alien masks on them, just rubber masks, Halloween sort of aliens, and made them into other podracers. Therefore, I had action of them in the cockpit, looking over their shoulders, driving, and so on. I could intercut this with all this other race footage I had lifted from other sources.

I don’t remember the exact timetable, but I came up with maybe a 25-minute long race [Laughs] and it had just about every possible interesting crash and thing I could imagine in it. I would show it to [George] at different points; I’d had some sketchy sound in it so there was some kind of sound for the racers. Then he would add to it. As always, he would give feedback, he would react to the parts of it he liked, and he’d want further development of one idea or another.

We essentially wanted to try all different kinds of gags, how many different ways cars could pass each other, how many different interesting combinations of situations Anakin can get into so that he can cleverly get out of it, and that sort of thing. We just played with this for a long time, months, as an exercise. He wanted to be prepared for shooting with a version of the race that could be shown to everybody in production so he could get an idea of the speed at which things would operate, the kind of angles we wanted.

Trisha Biggar, The Phantom Menace costume designer: It was a great, fantastic thing to be involved in and to be asked to be involved in, particularly when everyone was aware that there were so many people waiting to see what would end up on the screen.

Rob Coleman, The Phantom Menace animation director: I started at ILM in October of ’93. I was the ninth animator at ILM. There were six animators on Jurassic. Then they hired Kyle Balda, who’s [now] actually been directing those Minions films for Illumination. Number eight was David Andrews, and number nine was me. The entire CG department was probably around 45, 50 people total.

My strategy was to work on the smaller films. I was afraid that I was gonna be lost on the bigger films. I wanted to make a mark there. I recognized this as an incredible opportunity. The first uncredited film I worked on, I only did one shot, was Flinstones. Then I worked on things like Star Trek: Generations, Disclosure, Maverick, I did some tests for things like Small Soldiers. I was just a regular animator on Dragonheart, and then James Strauss, who was the animation director, incredibly talented guy, got sick, and they asked me to move up and supervise the animators. So I did do that on Dragonheart, which then got me an opportunity to be the animation supervisor on the first Men in Black.

George wasn’t around in those days. He was taking care of his young kids. But unbeknownst to me, he’d seen the work that we’d done on Dragonheart and then on Men in Black. And I got a call from [then ILM general manager] Jim Morris saying, “George Lucas wants to meet you. We’re considering to put you forward to be the animation director on Episode I. And you need to fly over for a 10-day interview with George in London.” I’m like, “Oh, God.” [Laughs]

Ten days. Two weeks.

Jim Morris has just been an amazing person for me in my life. Great mentor. He’s president of Pixar nowadays, but back then he was running ILM. He coached me on how to talk to George, which was basically to listen and don’t say anything, and then when he asks you a direct question, then you answer him.

This is sort of my nature, and trying to be as well-prepared as possible. I had found a book on early interviews of George Lucas. I think it was published by the [University of Mississippi press]. They were like early Rolling Stone interviews from like, his time doing THX [1138] and American Graffiti. These were all pre-Star Wars films. And in it, I found out that George, for a while, had wanted to be an animator and he was also a big fan of the National Film Board of Canada. Well, I had worked at the NFB. So when it came time, and I’m going to say it was probably day two or day three, to be honest — I was told to sit behind him in a folding chair and wait for an opportunity, and that he would talk to me when he had time. [Laughs] So he turned to me at one point and said, [in George Lucas voice] “So what’s your story?” I said, “Oh, I’m here from ILM, Jim Morris had asked me to come over and spend some time with you, and I’m an animation supervisor.” He’s like, “Yeah, and what did you do before?” I said, “Well, I started off working at the National Film Board of Canada.” And his eyes went wide, and he was like, “What?” I said, “Yeah, I’m from Canada, and I studied animation with the National Film Board of Canada animators,” which was totally true — at Concordia University, Montreal. He said, “Here, move your chair up here.” So then we started talking about the NFB and the filmmakers that he admired and I admired.

I think that was just probably the perfect segue into it. I was a fan of Star Wars, but I was not a fanboy. Back then, ILM was super-strict. You were not to be a fanboy, you were not to ask him for his autograph or anything. And I didn’t. I was fine, I wasn’t freaking out to be sitting beside him. I just talked to him, and over the days we chatted more about my approach on how I’d do the work.

It was Rick McCallum who took me aside at the end of the two weeks, walked me outside one of the sound stages, and said, “Okay, you got the job.” [Laughs] I was like, “Oh, my God.” Then… Then I started to freak out. Because it’s whatever that proverb is, “Be careful what you wish for because you just might get it.” Well, suddenly, I had this thing, and then the pressure of it started to really hit me.

Ahmed Best, Jar Jar Binks actor: I was doing a show called Stomp in San Francisco when Robin Gurland, who cast Phantom Menace, came to the show. After the show, I got a phone call that said Robin wanted me to come to the Ranch and audition for Star Wars. At the time I was just like, “Huh?” I didn’t know if there was any Star Wars going on. Everybody kept it really hush-hush, nobody was really talking about it. It was just like a rumor at the time. It was like, “I heard there’s going to be another one.” And there was no way I thought I would ever have a shot at being in it. It just kind of came to me. So I was like, “All right. [Laughs] I’ll audition.”

So I went up to Skywalker [Ranch] one afternoon when I was supposed to be rehearsing. I was in Robin’s little office in the basement of the main house, and she didn’t tell me what I was auditioning for. She just gave me a bunch of different scenarios to go through, improvising different scenarios. I did that, and then she said, “Thank you,” and then two weeks later I get a call to come back, this time for ILM and George. I did that. I came back for my callback, and it was like a callback/screen test. I still didn’t know who the character was or what he looked like, but that’s when the mo-cap happened. I was put in the mo-cap suit, I started moving in the suit, and that was the first time George directed me. I still didn’t know what I was doing, and I didn’t know what was going on, and I didn’t know what motion-capture was. But nobody knew what motion-capture was. This was the first kind of motion-capture-actor test ever. George wanted this to be done but nobody knew it could be. Everybody was really stepping up to the challenge at the time, and I think the one missing piece was how they were going to do it and make Jar Jar feel like a real character, and that he was in this room with all the actors. And they were just like, “Well, let’s get an actor.” That’s when I came in. I did the mo-cap test, and then George said, “Thank you,” and walked out of the room. I was just like, “Okay, that was fun. If this was all there is, at least I had some fun.”

Then, another two weeks go by. I’m getting ready to go to South America with Stomp, and I get this phone call that says, “We want you to be in this new Star Wars movie.” I was 23. I was a child. [Laughs]

George Lucas: You know, all films are personal. Unless you get hired to do something and you just do it. But anything you write, and direct, and have control over is personal. So everything I’ve done has been very personal. You don’t just do movies out of boredom; you do them because you want to do them.

And in that particular case, one of the main driving aspects of the film was the backstory. In doing the first three Star Wars, I had to create a backstory about where everybody came from, what they did, and everything that had happened. When I finished Return of the Jedi, there were a lot of stories that weren’t used. I was basically trying to fill in the gaps with pieces that I had to make a full story.

The original idea for Star Wars was one movie about the tragedy of Darth Vader. But as the story grew, it ended up being three movies and the backstory was never explained. I decided that it would be important to finish it off and do the backstory because things that I thought would be self-evident about the story, the audience didn’t get. Over the 10 years after Return of the Jedi, I realized people misunderstood a lot — such as where Anakin came from. So it was a way of finishing the whole thing off.

Episode I marked George Lucas’s return to directing — his first such effort since the original Star Wars in 1977.

George Lucas: Actually, I was looking forward to it because, finally, I was going to get to do something that a lot of the frustration had been taken out of. A lot of the frustration in making movies was technical. Once we went digital, it was so much easier. I could focus on the story and other things.

Ben Burtt: I go way back to Episode IV. Back in ’77 when that film came out, and it was a gigantic and pleasant surprise for everybody, nobody was planning for it to be a blockbuster. We just hoped it would be accepted by the niche audience that goes to see fantasy and Ray Harryhausen movies. I remember at the time George saying that we’re going to redo it someday and fix all the problems. I thought, that’s just kinda crazy! [Laughs] You just came out with this incredibly exciting, successful movie that everybody embraced, isn’t it time to move on?

Years later, of course, he kept his vow and we did the Special Editions. That led into the new sets of trilogies. It was an exciting time, actually. Really it was, for me. I looked forward to it when he, as I said, he called me up and talked about this podrace. Basically what he was saying is that we’re doing another movie and he’s inviting me to be part of it.

The story for Episode I, dubbed “The Beginning” in early drafts and through production, would center around Jedi Knights Qui-Gon Jinn and Obi-Wan Kenobi, Queen Amidala, and their accidental discovery of a young slave named Anakin Skywalker. Meanwhile, a seemingly trivial planetary blockade would be the launching point of a secret Sith Lord’s plan to gain control of the Republic.

George Lucas: It’s all based on backstories that I’d written setting up what the Jedi were, setting up what the Sith were, setting up what the Empire was, setting up what the Republic was, and how it all fit together. I spent a lot of time in developing those elements, and what each planet did, and why they did it the way they did. So I had all this material. A lot of the story elements were givens. Early on, it was that Anakin had been more or less created by the midi-chlorians, and that the midi-chlorians had a very powerful relationship to the Whills [from the first draft of Star Wars], and the power of the Whills, and all that. I never really got a chance to explain the Whills part.

So a lot of the story of the prequels, I’d done already. And now I was just having to put it into a script and fill it in, kind of sew up some of the gaps that were in there. I’d already established that all Jedi had a mentor, with Obi-Wan and Luke, and the fact that that was a bigger issue — that’s the way the Jedi actually worked. But it was also the way that the Sith worked. There’s always the Sith Lord and then the apprentice.

Everybody said, “Oh, well, there was a war between the Jedi and the Sith.” Well, that never happened. That’s just made up by fans or somebody. What really happened is, the Sith ruled the universe for a while, 2000 years ago. Each Sith has an apprentice, but the problem was, each Sith Lord got to be powerful. And the Sith Lords would try to kill each other because they all wanted to be the most powerful. So in the end they killed each other off, and there wasn’t anything left. So the idea is that when you have a Sith Lord, and he has an apprentice, the apprentice is always trying to recruit somebody to join him, because he’s not strong enough, usually, so that he can kill his master.

That’s why I call it a Rule of Two — there’s only two Sith Lords. There can’t be any more because they kill each other. They’re not smart enough to realize that if they do that, they’re going to wipe themselves out. Which is exactly what they did.

In The Phantom Menace, Palpatine was the one Sith Lord that was left standing. And he went through a few apprentices before he was betrayed. And that really has to do with certain talent and genes that allow you to be better at what you’re doing than other people.

People have a tendency to confuse it — everybody has the Force. Everybody. You have the good side and you have the bad side. And as Yoda says, if you choose the bad side, it’s easy because you don’t have to do anything. Maybe kill a few people, cheat, lie, steal. Lord it over everybody. But the good side is hard because you have to be compassionate. You have to give of yourself. Whereas the dark side is selfish.

But anyway, there’s a whole matrix of backstory that has never really come out. It’s really just history that I gathered up along the way. So it seemed natural that when I had the technology to actually make the film – for example, I could finally have Yoda be the warrior he was meant to be — then I would move forward to thinking about how I could make that a movie. Because I had all the backstory, I had basically the three scripts. Or at least the material that was in the three scripts. Then it’s just a matter of doing the details.

The larger story of the prequels — Palpatine’s ascension to Emperor — is grounded in history.

George Lucas: The inspiration for Star Wars, one of the very first ideas, was when Richard Nixon tried to change the Constitution so that he could run for a third term. We all knew he was a crook, he was a bad guy, he did terrible things and we sort of chugged along with it. It wasn’t until the impeachment, and really even later than that, that we understood how completely corrupt he was.

But that was the idea, which was, “How does a democracy crumble? How does it die?” When it doesn’t die with a revolution — it does in some cases — but not in the world of the ideal democracy, which we thought we had at that time, how does that happen? Would the people vote for it? And yes, they do vote for it, that’s the whole point. There’s an outside threat, and that threat allows the tyrant to take over. And the populace gives up the democratic powers and this guy is suddenly running the show. You end up with the Empire.

That’s what happened with Palpatine, ultimately. Everybody thought he was a nice guy. But he wasn’t. He was a politician and he was ambitious, and he was a Sith Lord, but he didn’t talk about it. And he was plotting to take over the Republic. He wasn’t just a bad guy that ran around killing people.

George Lucas and Jake Lloyd on the set of The Phantom Menace.

Jake Lloyd (Anakin Skywalker) with George Lucas.

The thing about Anakin is, Anakin started out as a nice kid. He was kind, and sweet, and lovely, and he was then trained as a Jedi. But the Jedi can’t be selfish. They can love but they can’t love people to the point of possession. You can’t really possess somebody, because people are free. It’s possession that causes a lot of trouble, and that causes people to kill people, and causes people to be bad. Ultimately it has to do with being unwilling to give things up.

The whole basis here is if you’re selfish, if you’re a Sith Lord, you’re greedy. You’re constantly trying to get something. And you’re constantly in fear of not getting it, or, when you get it, you’re in constant fear of losing it. And it’s that fear that takes you to the dark side. It’s that fear of losing what you have or want.

Sometimes it’s ambition, but sometimes, like in the case of Anakin, it was fear of losing his wife. He knew she was going to die. He didn’t quite know how, so he was able to make a pact with a devil that if he could learn how to keep people from dying, he would help the Emperor. And he became a Sith Lord. Once he started saying, “Well, we could take over the galaxy, I could take over from the Emperor, I could have ultimate power,” Padmé saw right through him immediately. She said, “You’re not the person I married. You’re a greedy person.” So that’s ultimately how he fell and he went to the dark side.

And then Luke had the chance to do the same thing. He didn’t do it.

Phantom Menace concept painting of Jedi and droidekas.

Jedi strike back: Doug Chiang’s concept painting of droidekas battling Jedi, from the opening sequence of The Phantom Menace.

Galactic Design

Officially head of the art department, Doug Chiang was in for a surprise when George Lucas briefed him on his ideas regarding the overall look of the prequels.

Doug Chiang: It was terrifying because I’d assumed when I was hired that I was going to do more of the classic designs. I had no idea where George was going to go in terms of design aesthetics. And so that’s why it horrified me, because I’d been doing homework, studying [original Star Wars concept artists] Joe Johnston and Ralph McQuarrie, so that I could do original trilogy designs. And during one of the first meetings, George said, “You know, forget about what you think Star Wars design is. We’re going to start over. We’re basically going back 30 years to lay the foundation for all of that to explain why designs in the original trilogy look the way they do.” And that completely floored me because I wasn’t sure what George meant. I didn’t know stylistically what he wanted to do. It scared me because literally I felt like I’d prepared for the wrong test.

George Lucas: World building is the hard part. There’s so much of it and you have to go down to the smallest detail, the smallest knife and fork and spoon and cup. Besides the people and technology, it’s always the biggest problem, and it’s mostly a problem because it’s time consuming. Even on those original three movies, I had quite a number of designers: Ralph [McQuarrie] and Joe [Johnston], and later on we had probably seven or eight designers. Even then, working full time for two and a half years, you still can’t cover all the territory.

But I did it on the first three Star Wars movies. Each Star Wars movie had three different societies. Three different cultures, three different worlds. And those three worlds were the basis of everything. And then at the same time, those three worlds and those three movies couldn’t be outrageous in terms of the environment because we didn’t have digital technology. We used deserts, and then we used forests. It was hard to find that many different environments to be able to build around. That was one of the problems of going on to the next three, which was I had to come up with worlds, fashion, and craft that were very different. That’s part of the “Where am I, what’s going on, what is this,” part of making a story, which is it’s unique, it’s weird, it’s different. And it’s interesting, it holds your interest.

If you do what a lot of people do, it just becomes generic. It’s just the same old thing. One person I can point to who is great at world building is Jim Cameron. Avatar was brilliant. It’s hard to design worlds and come up with stories and have them operate around it. You have to know the rules on everything. If you don’t play by the rules, then it becomes just a mishmash. If you come up with something new, you have to say what all the rules are about it.

Doug Chiang: The good thing is, that during the whole process, I realized that part of why Star Wars design is so timeless is because George anchors it in a real historical timeline. And when I realized what he was doing with that, we established the timeline for all designs with our design history in the US. It made complete sense then, so that we were going to design the prequels from 1920s and ‘30s aesthetics, where it’s more handcrafted. And then as you segue more toward the original trilogy, design would become more like the manufactured era of the 1970s.

George Lucas: You know, I was in school in ’62, and we had Ford Edsels. So in ’72, there weren’t any left. It was all different. Everything was different. Well, not everything, but all of the design in terms of technology improves.

When you jump 20 years later, to [Episodes] IV, V, and VI, the Empire has taken over, so the technology goes downhill. The Empire has good technology, but what some are forgetting, or don’t know, is that the X-wings and most of the Rebellion’s ships were all sort of junkers. They picked those up at various garage sales from armies that didn’t want them anymore. Rebels, in IV, V, and VI, didn’t have the money. They just had to pick up whatever junkers they could get anywhere because they were rebels. That kind of detail gets lost.

There’s movement in their evolution. You are where you are, and it’s not the same place. You’re not going back to the same movie.

Trisha Biggar: George always said it wasn’t a futuristic film. It was sort of almost like a historical film. So we did a lot of research into all sorts of cultures, peoples, sculptures, woodcrafts, paintings, textiles, anything. Influences could come from anywhere and they did.

Doug Chiang drawing during Episode I.

Doug Chiang hard at work during Episode I.

Doug Chiang: George surprised me on many levels. One, I didn’t realize how much of an artist he is as far as in artistic vision. His tastes are exquisite in terms of fine art. And the main thing that I really appreciate is, I admired him as a filmmaker and storyteller for sure, but I didn’t know he could get in there and be very critical with design. I thought that was my job, that I was going to present a design and I was going to sell it to George, and he would approve it. That’s basically why I was hired. And it was the other way around! I actually learned so much about design from George because he could critique a design, and he could tell me why it doesn’t work.

It was a fascinating thing for me because sometimes I can get very obsessive about tiny details, things that don’t really matter. And George cut through all of that. One of the most impressive things is that he could do that very quickly at many levels. He had a way of looking at a whole bunch of different images and then really pulling out, very quickly, the handful that he liked. I was always impressed at how he could do that.

I remember asking him once, finally, why and how. His answer was very simple. It was because he could understand those designs very quickly. From a sort of graphic logo silhouette point of view, he could read what that is and he could understand it. And his whole point was, when these designs show up in a movie — and this is where my three-second rule came about — the audience is not going to have you there to explain it. They have to understand it quickly. If they don’t, it kind of completely removes you from the moviegoing experience.

That transformed how I approached design because it applies not only to film, it applies to all kinds of other designs as well. Now, when I design, I think of it like, “How do you distill it down to the bare essence?” Because that’s what George wants. He wants to understand it clearly. He wants to make it so that it’s almost like a logo of what the design is, and that’s why if you look at a lot of the original trilogy designs, they’re very simple graphics. A kid could draw them. And that’s the main point, that they have to be that simple so that, even with a little doodle, you’ll understand what it is.

Now with a solid grip on the design approach for The Phantom Menace, Doug Chiang and his team got to work.

Doug Chiang: There were no scripts when I started work. It was basically just ideas, and he would just throw out things. For instance, the podracer, he said, “I want a new kind of race, and basically take two engines, tether it together, and add a cockpit.” I had no idea what the context was, I didn’t know at that time whether it was going to play a big part in the movie or not.

So a lot of it was just fragments of ideas. I love the process of working with George. As he was writing, we were in there drawing and designing. Sometimes what I drew would inform what he would write, and vice versa. Every week it would change. Sometimes I could spark something with an idea for him, and he would suggest, “Okay, let’s pursue this.” The next week I would show him something new, and I could tell that he thought about it and modified it a little bit in terms of how it fit. And he would push me in a new direction.

It grew very organically that way. I didn’t get the script until, wow, about a year afterwards. At that time, George, I think, deliberately wanted myself and [principal creature designer] Terryl Whitlatch during that first year to just kind of explore. Because he just wanted food for thought. A lot of times I didn’t know exactly what the planets were going to be, how much of a role. I just went in and just designed it.

Jean Bolte: I went up to the Ranch, and I saw Doug Chiang’s artwork — his storyboards and artwork, there were just rooms with it all on the walls, one wall after another going through and every piece of it was so beautiful.

We take it for granted now, but when you look at something where you see a character who is not possibly going to be a human character, riding an animal that you can’t create in a model shop, in a world that you’ve never imagined before… Seeing that repeatedly, on every single piece of art, and going from such extremes, just so many different worlds that had to be created from nothing — we had never, ever experienced anything like that. I remember thinking, “I just have to go lie down.” Not only from the sense of how big this thing was, but also, there’s something about when you see that much of Doug Chiang’s work in one place — it’s an overused word, but it’s awe-inspiring. You really feel that you want to do justice to something that looked that beautiful.

Iain McCaig, The Phantom Menace concept artist: I remember going up to see Doug and Terryl [Whitlatch], and when I walked in, you know, they had been working on it for about a year. So the walls were wallpapered in beautiful creatures and spaceships and machines and environments, and I just thought, “Well, shoot. What am I going to do?” And then I noticed nobody was drawing people. So I said, “Oh, can I do those? Do you mind?” So just because that’s what I draw, and wasn’t what they drew, I got all the main characters. And because I don’t draw them naked all the time, I got all the costumes, too.

Here, Doug Chiang, Iain McCaig, and costume designer Trisha Biggar discuss some of the film’s most iconic designs.

Anakin Skywalker's podracer

Anakin’s Podracer

Doug Chiang: Anakin’s podracer was really fun. The podracer was one of the first things that I really jumped onto as a design. I liked car racing, I liked the idea of technology, I liked the idea of where he was going with this mess of engines. Initially when I started, I thought way too logically, because I thought, “There’s no way anybody could fly two untethered engines. That’s impossible.” Then I realized that was the whole point and why George wanted that. When he equated it to a horse and chariot, then it made complete sense. The horses are the engines.

An early concept sketch of the podracer.

An early concept sketch of the podracer by Doug Chiang.

And in designing Anakin’s, that was really fun because I chased that for so long. I was trying to put too much logic into it at that time. I wanted it to make sense. “If these are engines, how would they really mechanically work? How would they tie to the cockpit? Where would the fuel tank be?” George just kept saying, “No, no, no.” None of the designs that I was presenting to him worked.

I finally decided to do research and went to the maintenance bay at the San Francisco [International] Airport. Seeing these giant engines stripped of their cowling, hanging in these spaces, I was just awestruck. It was just amazing. That’s when I realized you don’t have to do much; you just take these raw engines and put it out in the desert. It completely worked because it was exactly George’s design philosophy. We were taking something very ordinary and putting it into a new context and creating something new from that.

Once that idea stuck, it was a matter of coming up with different configurations of these engines. That became a real challenge because it was going to be a very kinetic race. George was very keen on making sure that each of the podracers were easy to distinguish and identify.

Anakin Skywalker podracer concept painting

Now this is podracing: Anakin’s podracer concept painting by Doug Chiang.

So for Anakin’s, we wanted to come with an identity that made him stand out. Originally, George wanted Anakin’s to be very generic. He had the cheapest version. He just found an engine, he had a very simple cockpit. It would be the most plain and the most ordinary so he would be distinctly an underdog. Later on George decided that maybe Anakin should have an even smaller engine. That was really nice because then, definitely, it made Anakin an underdog.

I thought, okay, George had described that Anakin was an amazing pilot and that’s how he wins the race. I thought, “How can I visually show that he’s an amazing pilot in a small engine package?” That’s when I decided to give engine flaps so you could actually see Anakin flying and maneuvering around things. That all started to tie together really well in a package of what ended up to be Anakin’s podracer.

The final piece that kind of sealed the deal for the design was that, originally, Anakin’s cockpit was very simple. George decided he wanted it to have a little bit more personality. He asked us to reference the Birdcage Maserati, the 1963 Birdcage. That’s a beautiful car. It looked really great. The idea then was to take the essence, the spirit of that design with the big fairings, and just lop off the underside of it and turn that into a cockpit.

It worked out really well, because that, in combination with the two engines and the flaps, makes for a very iconic design.

Battle droids prepare to attack in Star Wars: The Phantom Menace.

Battle Droid

Doug Chiang: The battle droid was actually the very first drawing that I drew. I think that was my first failure because I took what I heard from George too literally when he described that he wanted a robotic stormtrooper. I drew that — a guy in a costume, but made it look robotic. It was my first big lesson where I was designing something completely out of thin air, just making it up trying to fit the design brief.

Doug Chiang's original battle droid concept for The Phantom Menace.

Doug Chiang’s first drawing for The Phantom Menace, a concept sketch of the battle droid.

Battle droid concept sketch by Doug Chiang.

A later concept sketch of the battle droid, closer to the final design.

That’s when I realized I should really use research, one of George’s lessons. I found this one photo book on African sculptures and that inspired me to lean toward them, because those sculptures have this wonderful way of stylizing the human form. It was very elegant and almost looked mechanical. I loved the proportions, and that’s where the elongated head came from. When I started to lean toward that, using African sculptures as a foundation for the droid designs, it started to come together.

Slowly, over time, I started to think — the droids, I wanted them to be distinctly scary. I wanted them to be almost like living skeletons. Originally, they were very thin. Some of my first initial instincts were, I thought, maybe they shouldn’t even make any noise. They should be completely mute. They’re just walking skeletons. That was my first idea; I was taking it too seriously. But that helped inform how I designed. All those things can kind of make for something, because there’s a logic behind the shape language that’s in there.

Naboo N-1 starfighter

Naboo N-1 Starfighter

Doug Chiang: The N-1 is one of my favorites. That was a big risk for me because I knew that Naboo had a lot of water and, for some crazy reason, I thought, “Okay, maybe their ships should have an aquatic feel.” That’s why there is a boat-like hull bottom. I was originally thinking that the N-1 would actually land on water, and that’s why it has that. That’s why it doesn’t have landing gear.

But I loved the idea of a really sleek boat form. At that time, I knew George was a racing fan, and he loved F1 cars, and he also liked F1 boats. And the F1 boats were really striking in the sense that they had those lines already. I thought, “Okay, what if we took the look of F1 boats and turned it into a spaceship?” And that’s where the design of the N-1 started to evolve.

Naboo N-1 starfighter concept art

“The N-1 is one of my favorites.” Doug Chiang’s Naboo N-1 starfighter concept painting.

So I felt very strongly that I had to make it have the flavor of elegance that George wanted, but also make it functionally practical as well. I took the two pontoons of the F1 boats and turned them into jet engines. I deliberately gave the engines a really long spike, to mirror the tail spike, to give it that real streamlined, fishlike quality. It was a matter of massaging all those details to come up with something.

And that one, I honestly wasn’t sure that it would work, because it was kind of a risky design to begin with. But at the end, it fit all the requirements. It was iconic, it was simple to read, you could tell what it was, and it was fresh. I was very happy that George actually liked it and actually wanted to push it even further by making it a bold color.

Darth Maul on Theed in The Phantom Menace.

Darth Maul 

Iain McCaig: I had a Darth Maul and a Queen Amidala. Darth Maul was the beast and she was the beauty. It was not a love story, so they didn’t get together in this one, but they were both very strong characters, they were both innocent and young, in some ways. So I really couldn’t have designed one without the other. The scarier and gnarlier that Maul got, the more exotic and powerful she got. So they went hand-in-hand for all four years that I was there.

Darth Maul was really, really hard, because all I had as a precedent was Darth Vader. I think, maybe for two years, I was trying to out-helmet Darth Vader, and I almost had a nervous breakdown doing that because you can’t. You absolutely cannot! It’s a perfect design — you know, skull and a Nazi helmet, it does not get better than that. So finally I decided, “All right, well, heck, take that darn helmet off. Let’s see what’s underneath.”

That’s when I started playing around with the face. I thought there should be some sort of connection with the face underneath and the machinery of the helmet, so I started putting things on the face. Patterns and things, which I intended originally to be circuit boards, or I would carve the face up and let it be light from inside the head that would connect with whatever it was. Just crazy stuff.

For my designs, I never just generically design a person and try to impose a design on it. The design comes from the personality. So I would get everyone in the art department to pose for me, and you just stare at them and say, “What kind of Sith Lord would you be?”

Gavin [Bocquet], the production designer, said, “Don’t make me look fat.” [Laughs] So I put a headdress that covered his chin and then I put a Rorschach pattern on his face, and George seemed to respond to that really well.

Early Darth Maul concept art.

Worst nightmare: Iain McCaig’s first Darth Maul design following a description in the script.

And then, and this is several years into it, the script shows up. And Darth Maul is described as “a vision from your worst nightmare.” That was all I needed, because that’s a very clear direction, and I know my worst nightmares.

I drew my worst nightmare, which was that face that’s peering in the window at you late at night, and it’s barely alive. Like a cross between a ghost and a serial killer staring in at you, and it’s raining, and the rain is distorting the face. So I drew that, a stylized version of it, red ribbons instead of rain, and put it in a folder, and at the meeting passed it over to George. George opened it up and went, “Oh, my God,” slammed it shut, handed it back, and said, “Give me your second worst nightmare.”

Darth Maul concept art.

Meet Maul: Darth Maul concept art by Iain McCaig, realizing the look of the character.

I tried to figure out what I’d done wrong in my thinking, because you don’t want less, ever. I started thinking, “Star Wars is not real life. It’s mythology.” So I looked for my first best mythological nightmare, and that’s easy, because that’s clowns. I was scared to death of Bozo the Clown as a kid. So I made my big scary clown, and I’d run out of faces to draw, so I used mine. I drew myself into a clown. The patterns became very stylized patterns of the muscles underneath the skin that give expression to the face.

I think that wonderful performance from Ray [Park], put into that makeup, with Nick Dudman’s awesome misunderstanding of my drawing — because I had given him black feathers, and he thought they were horns — is what created Darth Maul.

Queen Amidala in her throne room gown

Queen Amidala’s Throne Room Gown

Iain McCaig: First of all, we were only going to have one costume, and I just kept drawing all these costumes. George finally came up and said, “Well, why don’t we do this. We’ll have her change costumes every time we see her.” And then later, “Oh, my God, I’m making a costume drama!” He was shocked himself to realize that.

I remember the only through line I had from the previous films for Padmé was that her mom had that wacky cinnamon-roll hairstyle, which ended up not being so wacky, now that I know it’s from the Hopi Indians, and with a bamboo figure of eight it’s made in a very specific way that they didn’t know when they made the Princess Leia ones, and that’s why it came out looking like cinnamon rolls.

I thought, “Okay, well, if this is her mom, maybe her mom’s hair was even crazier.” Right? And that just made a mark on Princess Leia. Of course, I didn’t know that she wouldn’t have remembered her mom. But that was my through line.

Queen Amidala throne gown sketch

Let there be light: Queen Amidala’s throne room gown sketch by Iain McCaig.

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 actually 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. So I would dig through history and different cultures, and I would look for crazy hairstyles that I could jump off of. I think there was a fan one that comes from ancient Egypt, there were all kinds of crazy things.

This one, I do remember there was a very powerful upside-down heart shape, and I needed something powerful at the bottom. This design happened right as the idea of “Space Nouveau” took hold. I remember we were searching for that through line for an earlier Star Wars, and I thought, “Well, yeah, it’s handmade, it’s artist-made, so it must be a kind of Space Nouveau.” [Art] Nouveau, as we all know, is inspired by nature and plant forms, and stuff. I used to lie down on the grass at Skywalker Ranch, and draw all the vegetation and come back and turn it into Star Wars costumes. So fresh off of that epiphany, I was doing this costume, and I thought, “Oh, my God, she should have plant forms!” So I put all these seed pods down at the bottom of her costume and colored them up, left them bright for some reason. When George was looking at it, he goes, “Iain, what are those?” You think on your feet, and I went, “Oh, they’re lights, George!” He said, “Oh. Won’t that be kind of heavy, down there at the bottom of the dress?” “Oh, no, they’re very light lights, George!” I quickly called ILM and went, “Help! There are these lights down at the bottom and they’ve gotta be really light and I don’t know how to do this!” Bless their heart, they made one.

Queen Amidala throne room gown detail

Royal detail: Queen Amidala’s throne room gown, up close.

Trisha Biggar: The throne room [gown] was probably the most complex of the Episode I costumes for the queen. It looks quite simple in terms of shape; in terms of construction it was quite a complex dress to make. It started off being built onto a frame with sort of a canvas undergarment. The whole thing was almost like an upside-down ice cream cone in shape, with lots of panels being reinforced with a thing called crinoline steel, which kept the shape quite rigid. Originally, I was making the dress in velvet. I changed from that and used a red silk. I think it was between 20 and 30 panels, and it took about two months to make. It was quite a long process, because it had to be really precise. There were hanging panels, and the collar — there was a Chinese Imperial feel. The other big influence was Art Nouveau, and you can mix influences. It was a favorite of mine.

Now there would be lots of different ways to light it, but then there were less. So it had a great big battery, but you can’t see that, so that was good. [Laughs]

The Gungans and battle droids prepare to fight in The Phantom Menace.

‘Well, This is the Future’

Once in production, The Phantom Menace would lean heavily on digital effects and technology, with more visual effects shots than any film in ILM’s history.

John Knoll: I think the first time I really got exposed to what was ahead of us — I suppose the first thing was we read the script. There were, I think, three or four of us: myself, [visual effects supervisor] Dennis Muren, I forget who else was there. I think there were three or four of us, went out to the Ranch. There was one copy of the script [Laughs] and so basically what it is, we sat together in a room, and somebody started and would hand off the page that they had just read to the next person in the line. I don’t know, I was third in line or something, and I would get the pages and read them and hand them on.

It was pretty overwhelming. I had a million questions because you’re reading it written on a page, you can imagine a lot of different ways that that could be executed. That could be a full set, the alien character that’s being discussed, I haven’t seen a design yet so I don’t know whether that’s just a guy in a suit or what. Initially reading through the script it seemed like it was a pretty big and ambitious thing.

Sometime later we had — and there’s video of this, I think it’s on the making-of video — we saw the storyboards. George had the art department draw up storyboards for the whole movie. It was 3,600 storyboards, something like that. George walked us through all the storyboards. It wasn’t just telling us what was going on and this is this and that, he was also kind of mixing in what he was thinking about [for] shooting methodology. He had a number of colored highlighters, he had a magenta, a blue, and yellow highlighters, and as he was going down, things that he was going to shoot in front of a blue screen he’d scribble blue where he’d imagine the blue screen would be, and I think yellow was for live-action, and magenta was for CG characters like Jar Jar or battle droids or whatever. He sort of went through that, he went, “Yeah, it’s going to be this,” sort of telling us what was happening in all the frames.

I was used to a situation where almost every show we did there was something that we were doing that was new, that we’d have to develop new tools or new techniques to do, but it’s like almost every storyboard was something that we hadn’t done before or didn’t have tools that could do. I was taking notes the whole time, making note of all the things we were going to have to do in R&D, or new things that would have to be developed to handle doing dense scenes with thousands of characters in them, or robust cloth simulations, or rigid body dynamics. There was a pretty long list of things.

I walked out of that meeting with my head spinning, because it was not only massive in terms of sheer shot number, but in terms of all the new tech that has to be developed to get it done.

Rob Coleman: I remember going back to California and building the team up, and doing the early animations, and as time went on, I started really suffering in terms of insomnia and stress and freaking out, and I knew the world was waiting for this film. After a couple of months, three months, I actually drove up to Skywalker Ranch to resign the job to George. So I booked the time in to see him, and I went in there and I started fumbling and saying all this stuff through three hours of sleep, or whatever I had. He’s like, “What are you talking about?” I said, “Well, just, the world is waiting for this, and the pressure of this, and I’m not sure if I can perform, and…” He goes, “Hey, hey, hey, wait. You’re working for one person. You gotta make one person happy. That’s me, and I’m happy. I think the animation you guys are doing is great.” I said, “Y-you do?” He said, “Yeah. It’s great. It’s my problem to worry about the world, and I’m not even worried about them. We’re making these films for me. You’re making me happy, so you can relax, and you can go back down to ILM and everything will be fine.” I was the happiest guy driving back down Lucas Valley Road. I was like, “Oh, my God!” From that point on, I was fine. I slept like a baby, I was able to do it, I was able to focus on it.

George Lucas: You don’t really start something unless you think you’re right, and think that you’re on the right track and what you’re doing is going to be great. It never occurs to you that it’s not going to work. Otherwise you wouldn’t do it. That’s what keeps people from doing things. So I didn’t worry about that part.

I knew that the process of making a film was very difficult, and most of it was grounded in nineteenth century technology — or older than that, actually. And it had just reached its limits and there wasn’t anything anyone could do about it. That was especially true in visual effects. And it was through visual effects that I began to realize we had the power and the knowledge to develop something that really would make a big difference. I started that whole process. I wanted to raise my kids, so I retired, but I spent my time building up the company and at the same time developing this digital technology.

Rob Coleman: As reference, I think there were around 200 [effects] shots in Men in Black, and there were 2,000 shots in Phantom Menace.

John Knoll: I’ll give you an example of some of the things we had to develop. I think prior to Episode I, the most complicated CG animation we had ever done was on Mars Attacks!, years before. We had one or two shots that had like 16 or 18 Martians in it, and they all had the little spacesuits and the helmets and their props and all of that. But that nearly brought the whole system down to its knees because having that many rigged characters in a scene at once just was more than the systems could handle at the time.

I was regularly seeing shots where there were 50 battle droids, or a big battle scene where there are two characters fighting in the foreground, but the background had hundreds or thousands of characters back there. This is a whole order of magnitude of higher complexity than we dealt with, so we’re going to need to have systems for managing that level of complexity.

And then a few years before, I think it was maybe ’95, we had done Spawn. There was a number of shots where Spawn’s cape does something magical, and we’d done cloth simulations for that that didn’t look super realistic, and it was fine for the movie because it was kind of stylized. The cape was almost a character in itself. We didn’t have a particularly good or usable cloth simulation system. But looking at the designs of the characters, they’re all wearing clothing. Jar Jar has clothing, and Boss Nass has clothing, and Watto has clothing, and we’re going to have to do digital doubles of the Jedi to do some of stunty things that we can’t shoot for real, and they need to have their cloaks and all of that. We’re going to need to have a good cloth simulation package in there. And we said, all right, we’re going to have to develop that.

And then we had — there were lots of shots of Jedi cutting through battle droids, so the pieces of the battle droid clatter down onto the ground and that’s hard to animate completely from scratch, and there were so many shots, that, all right, we can’t fake it through that. We need to have a rigid body dynamic system.

These were the things I’d been seeing at SIGGRAPH and technical papers about how to do those believable physical collisions, and we’re going to need a robust rigid body simulation system that’s integrated into our pipeline.

It was just a lot of that kind of stuff. All these things that I knew were technically possible; we didn’t have any tools that did that.

Rob Coleman: Part of my problem was, for months, there was no crowd system, which meant there was no Gungan battle. No ability for my team to animate hundreds of characters back then. It just didn’t exist. I remember there was one line in the script that said something along the lines of “The Gungan army walks out to battle.” That was six months of work — that one sentence. You were like, “Holy [expletive], how do we do that?” And that was one sentence out of a 100-page script.

Ultimately, it was a matter of acquiring the right tools to accomplish what George Lucas was asking, using the latest versions of software already available, or developing new techniques.

Rob Coleman: We had a database with all the different Gungan walks, runs, throws, falls, fights. We had little vignettes. We’d have Gungans and battle droids, upwards of five of them together in a little cluster, and we’d animate that. And then we could put that cluster into any shot, and we could rotate it, and it wouldn’t look the same to the camera. So we could create a finite number of those and then we could place them, and we’d actually get a fair amount of movement into the shot. We’d just be able to use it over and over again, and we’d put some hero work in the foreground, and the audience would never know. 

Jean Bolte: Back then they called it Viewpaint, it was the first software that was developed to paint onto computer graphic models. I was the Viewpaint supervisor. Most people know this, but Viewpaint was a huge leap forward in Jurassic Park. Dennis [Muren] has always acknowledged that. As I have stated publicly, I don’t want to make it sound like I think my job was the most important contribution to computer graphics, but it was a very important one.

The work that we were able to do, because we could paint onto the models, transformed the look of everything. Up until then we’d had The Abyss water tentacle, we had the mercury man in T2, very simple, very rudimentary, you know, the shading on things didn’t allow for very much believability, really. What we were able to do with the paint software, even in the very early, early stages there on Jurassic — I didn’t work on Jurassic, but I was having a good look at it. They were able to contribute a bump surface and a paint surface to give things the scale pattern, the aging, obviously the color, the different qualities of specularity. And in addition to that, for anything that was hard surface, there’s the aging that comes into making something rusty or dented or scratched.

And when you have that, suddenly a thing has a story. It has a history. In addition to it having the believability, you can introduce the backstory as to, why did it get dented here? Why are the scales roughed up in this area? What kind of creature is this thing? Is it dry? Does it hunt? Is it an apex predator? Is it moist? All of that stuff is the story. So even if you’re making a creature that has never been seen before, you can kind of establish what its niche is in nature, and then contribute all of that to the look of it. The dinosaurs in Jurassic, that was a huge breakthrough to be able to see that.

So the software being very rudimentary still functioned and continued to update. Every project there were things that were written into the software and in our technique and approach that allowed us to get more and more realism.

The Phantom Menace featured several completely digital characters. Jar Jar Binks, played through motion-capture by Ahmed Best, would be the most high-profile, a supporting character that shared screen time with our heroes. Initially, the idea was for Best to perform in a suit and have Jar Jar’s neck and head created digitally, but this proved more costly and labor-intensive than just using a full CG model. Watto, the junk dealer, and Sebulba, Anakin’s rival podracer, were two other completely CG characters that played prominent roles.

Ahmed Best: George wanted a character that was part-Goofy, but very physically aware. He really moved me toward what eventually became the walk. He wanted me to move slower, longer. Jar Jar was taller than I am, so he really wanted Jar Jar’s head to move in a specific way, so that forced me to try to come up with a physicality so that Jar Jar could move in a way that would work once animated. But a lot of it was just a collaboration of movement, me giving George options, and him saying, “Yeah, more like that.” The voice was the same thing. It was just me giving George options, and he was like, “Yeah, do that one. Do that voice.”

George Lucas: I was tired of putting masks on people. I was much more interested in having them be all-digital so you could do more things with them. More freedom.

Ahmed Best: Jar Jar’s character, the movement and the motivation, was really based off of Buster Keaton. George really honed into that aesthetic when it came to me.

Jean Bolte: Casper had a speaking character, Dragonheart, that was a speaking character, but there was something about Jar Jar being a character in this film that was a huge step further. I mean, he had to work in so much of the film in so many different environments. He had to sit there and interact as if he was somebody George had cast and put into a suit.

Ahmed Best: It was great. I loved it. It never really felt like I was this other thing. It felt like we were all actors in the movie working together. This whole idea of me being in the movie or not being in the movie never occurred to all of us while we were shooting. It was never a separate thing and, subsequently, that’s what mo-cap has become now. It’s become actors in the movie, doing the motion, and then animation later building the realized, fantastical look of the character. But the actors are an integral part of the filmmaking and an integral part of the collaboration. And that kind of started with Phantom Menace.

Rob Coleman: I believed in my crew, and I believed that I’d understood what George was looking for from a performance point of view.

Rob Coleman and Ahmed Best on the mo-cap stage for The Phantom Menace.

Rob Coleman and Ahmed Best work on motion-capture for the climactic battle between the Gungans and battle droids of the Trade Federation.

Ahmed Best: After principal [photography], I spent probably another year and a half, maybe two years, going back and forth between ILM and New York working out some of the kinks.

That final battle scene with all the Gungans and the droids and the battle tanks, that was me, George, Rob [Coleman], John [Knoll], everybody at ILM, up in San Francisco figuring it out. It was just us in a room, there was nobody else there. I was doing all the motion that Jar Jar did in the final battle scene. George really wanted that to feel like not only just a live-action battle, but he wanted it to have the same physical comedy as a Buster Keaton movie. We worked really hard on that final battle scene.

Jean Bolte: One of the things about this film is that this is what George wanted. He wanted them to have a similar kind of quality to the animatronic characters who also were not necessarily always 100 percent believable. But they had a charm to them, they had a life in them. That was more important than anything. I think Jar Jar has this quality.

Ahmed Best: For me, it was just such a joy to be as creative as I wanted to be because I knew I had so much room. And George was really generous with the amount of room he gave me to bring Jar Jar to life.

Doug Chiang: Watto was completely out of nowhere, and that scared me, because the genesis of Watto was that I did an early trader baron portrait that George really liked. The story of that character changed eventually, but he liked that. One day he came in and said, “Remember that portrait of the trader baron? Take that portrait, let’s put on a body, and add the feet, and add bat wings.” And that was the brief!

Watto concept art

Mind tricks don’t work on him: Watto concept painting by Doug Chiang.

It scared me because it didn’t make any sense, and I thought it was going to be a complete cartoony character that people are going to laugh at. I remember we spent weeks and weeks designing it, trying to make it very real, and George kept saying the same thing. And then literally one day I said, “Okay, I’m going to take George exactly at his word, and draw exactly that.” And it worked.

One of my big appreciations for George is that he can push us quite a bit. I learned to trust him that he knows what he wants, and he will then stop us if we’ve gone too far. And right now Watto is one of my favorite characters.

Rob Coleman: The amazing thing about The Phantom Menace, I think, certainly for the ILM animators, is we were moving from putting creatures in scenes to actually being actors in the movie. This is what I was trying to get across to them. The notion of getting up and acting things out. Talking about what’s happening internally inside a character’s head. Do they believe in what they’re saying? What do they want from the scene? Everything you would talk to an actor about I was trying to teach these animators.

Jean Bolte of ILM uses Viewpaint to paint digital Sebulba.

Jean Bolte, using her own reference photography of elephant skin from a zoo visit for creature research, digitally paints Sebulba.

Jean Bolte: The main characters, Sebulba, Watto, and Jar Jar, were things that I had painted. Those were great. I mean, Jar Jar, obviously, was an important character. I remember that Doug Chiang [paid] very, very close attention to him. After there was artwork from Doug, and the model, then I would do the texture paint on it, and then Doug Chiang would take a frame render and paint on it. The next morning I’d come in, I’d see what he had done, have a meeting with him, I would incorporate those changes into Jar Jar. That process went on every day for weeks and weeks and weeks.

Rob Coleman: I remember showing [a test of Watto] to George, and he was so excited that he showed him to Frank [Oz], who was doing the actual rubber puppet of Yoda on that first one. And then Frank said to George, “Well, this is the future.” And George was just beaming.

The centerpiece action sequence of the film is the podrace, a fast, furious race between Anakin Skywalker and a smattering of strange aliens, through a course that includes a stadium, caves, rocky terrain, and the occasional Tusken Raider sniper.

John Knoll: I had been playing around with a desktop tool that did two-dimensional physics simulations. It was called Interactive Physics. You could draw 2D shapes and you could have gravity and drag, and you could attach springs or chains to them and let them collide, and kind of do what they do.

Seeing the designs for the podracers, they’re supposed to be suspended on repulsors, like Luke’s speeder, where they just sort of hover, and if you disturb them they have a kind of springy action to them. So they’re supposed to be just kind of hovering there, and then the cables go back to the cockpit. I just kept thinking that they should be, as they’re driving along, bouncing and springing and kind of look like they’re being held up by springs.

Anakin and Sebulba clash in the podrace.

I used this Interactive Physics program to build a top down version of a podracer in 2D, where I had two engines and chains that went back to a cockpit. Then I attached thrusts to the engines, and I hooked them together by a spring network. I would jostle them a little bit and they would have this nice secondary springy motion that you would never have the time and patience to animate believably. I just really liked the look of it.

I talked to Habib Zargarpour, my friend that was doing all that [computer animation software] Maya beta testing, and I said I want to try setting something up like this in 3D where we make up a frame and we suspend the pods from springs that attach to the frame. Basically, what we’re going to animate is, we’re going to animate the frame, we’re going to jostle it around, and when we animate the pods we’re basically just animating this frame. The pods are just going to hang from that, and when we move the frame, they’ll kind of bounce around and we’ll get all this really nice secondary motion.

So that’s how the animation system worked, we weren’t actually animating the pods directly. We’re animating this frame that was holding them up.

That was, I think, the first time that we’d done vehicle animation that was all being driven by rigid bodies and dynamic simulation system.

Jean Bolte: I remember the first time I saw the podrace come together on the screen, and I was like, “This is it. This is amazing and it’s a beautiful collaboration.” The model makers and the computer graphics department come before me in the [process]. It’s first artwork, then the model makers get busy, the CG model department gets busy modeling, then it’s passed off to paint. Often it goes back to model and back to paint and back to model.

John Knoll: Yeah, it’s a mixture. Doug and the group had designed this racecourse that had all these very distinctly different-looking regions. It was all pretty deliberate because George wanted you — if you saw two racers in one particular terrain — to immediately understand where you were in the racetrack. “Oh, that’s the area right past the stadium,” or “There’s the arches,” or “That’s the area where they get into this narrow canyon.” So if you kind of understood what that racetrack is like, then you cut to this character and you kind of know, “Oh, he’s like 10 seconds behind Anakin because he’s still in the crater field,” and that kind of thing.

We had all these different terrains we had to create, and some of them were more closed in than others. A couple of them, like Beggar’s Canyon, and there was another sort of cave, this stalactite cave, I figured were closed in enough that we could do in miniature.

Podrace arena miniature

The stunning podrace arena miniature.

Podrace arena miniature

Thousands of painted Q-tips stood in for audience members in the podrace arena miniature.

The podrace stadium was another one where I really felt like we’d get a lot of benefit out of building a miniature of that. Partly I was kinda looking back at how people had done things in the past, and the Ben-Hur stadium from the chariot race, that always really impressed me. Those were done in miniature and they just looked amazing. We’ll build a miniature of that arena, and we’ll shoot all the elements outdoors, and we’ll get that really nice, realistic daytime look.

And then there were other terrains where it was just wide open and we were going at 600 miles an hour, and it seemed like the only way to do it was this CG projection technique. It was a whole mixture of whatever technique would work.

Ben Burtt: I followed through with the podrace from day one to however we ended it. [Laughs] Even in the earliest stages of temporary assemblies of the race I showed George, I always was starting to put sound in. I, of course, had a library to start with of aircraft, and some automobile, cars, and things that had high-speed racing-type sounds that I could manipulate. I would sketch those in a temporary way.

As we went along and the podrace developed, I would go out and record new vehicles, as would [sound designer] Matt Wood and a few others. We’d send them out to races to get drag strips, cars, we did some — everything from antique biplanes with wires humming on them to running an electric toothbrush up and down a harp string. It wasn’t just restricted to aircraft or anything. We did a lot of cars, a lot of aircraft of different types, and then manipulated other sound effects.

George Lucas: The podrace was the direct result of my lifelong fascination with racing. I thought it would be fun to build really intense race vehicles that were as much sort of chariots as they were anything else, like two horses and a chariot. I took that idea, and plot-wise, it was necessary to get them off the planet. Obviously, you could come up with a million different ways, but I have a tendency to always go toward the racetrack. It was very dynamic. And it’s fun. I love it.

The digital revolution of which The Phantom Menace was part did not stop with effects; it played a big part in the editing of the film and the entire delivery method. Still, the movie was ultimately made utilizing techniques both new and traditional.

George Lucas: I’m not sure where my embrace of technology comes from. All art is technology. Film, or the movies, were the highest point of technology in the art world. You just had to learn a lot, and there’s a lot of technical things to deal with. So that wasn’t the issue as much as it was the fact that I didn’t mind change. And I didn’t mind change because I actually physically worked in it. I worked as an editor, I worked as a cameraman, and I know how difficult it was just working in the medium where you have little splices of film, you can’t find them, when you go to look for something you have to go through reels and reels of film. It takes a long time and it’s very frustrating on lots of levels. Just the whole idea that back in the Kodak days, you’d shoot the film, and then you have to send it in to the drugstore to get it processed, and then bring it back to see what you have, is slow and frustrating. And the whole thing was built on that, whereas if you do it electronically, digitally, you can see what you’re doing as you’re doing it. So you know exactly what you’re doing.

Ben Burtt: Phantom Menace was shot on film. It was the last of the ones shot on film, but it gets transferred to a digital form, then we’re cutting on Avid editing machines. Once you’ve got the image in the digital realm, rather than a physical piece of film, of course then it opens up the door to the amenities of working digitally. You can cut and paste images, and you can duplicate them, and you can flip flop and enlarge them and shrink them, doing all kinds of stuff with a lot of fluidity that you would never have if you were working on a physical film.

George loved that world of manipulation after the fact. You learned working for George that no shot as the camera saw it was final. [Laughs] It could be thought of as just an element for further development.

Jean Bolte paints a Sebulba maquette.

Jean Bolte paints a Sebulba maquette.

Jean Bolte: When Jurassic came out, the company offered to train those of us who were interested in making the switch — they referred to it as “making a switch to computer graphics.” I had no intention whatsoever of making a switch [from the model shop]. What I always wanted to do was to train on this, in the new technology, learn as much as I could about it, but also keep the door open in the model shop. I had to fight kind of hard to make that work. But I think I was fairly successful because during Episode I, I was still able to go back to the model shop and paint maquettes, sort of keep both doors open. I loved that.

John Knoll: To be perfectly frank, I was getting a lot of pressure from George and Rick to do less with miniatures and more with digital techniques. And what George told me, this was, I think, during Episode II or III, he was pushing back on me wanting to do so much with miniatures. He said, “Listen, the future is in computer graphics with these digital techniques, and you’re using miniatures as a crutch. You’re going to have to get better at doing this computer graphics work and expand the palette of things you’re going to be able to do that way. And the way you’re going to get at it is doing it, so I’m going to kick the crutch out from under you and it’s for your own good. Don’t build so many miniatures. Do this stuff more with digital techniques because you need to be doing that.”

Even though my preference would have been to keep doing what I was doing on Episode I. I look back on a lot of the miniature work we did on Episode I and I think it still looks amazing.

Like Theed city, I think a lot of those shots are completely convincing. You’d never know. And I think the podrace stadium looks pretty good, and the podrace hangar looks really good. And there’s a lot of extensions that I don’t think people even know are extensions that are in the Nemoidian ship, of the corridors and the bridge and all of that. You’d never know. 

George Lucas looks back on some of the film’s key scenes. 

Obi-Wan Kenobi and Qui-Gon Jinn take on battle droids in The Phantom Menace.

The opening sequence, in which Obi-Wan Kenobi and Qui-Gon Jinn take on battle droids aboard the Trade Federation ship.

George Lucas: The thing is, in IV, V, and VI, you didn’t really get to see real Jedi in action. To me, that was something that a lot of people would want to see. And of course, the other part is, where are the Jedi at this point? What are they? We’ve never seen one, really, except for Obi-Wan.

The idea was to establish Jedi as what they were, which is sort of peacekeepers who moved through the galaxy to settle disputes. They aren’t policemen, they aren’t soldiers; they’re mafia dons. They come in and sit down with the two different sides and say, “Okay, now we’re going to settle this.”

A lot of people say, “What good is a lightsaber against a tank?” The Jedi weren’t meant to fight wars. That’s the big issue in the prequels. They got drafted into service, which is exactly what Palpatine wanted.

Filming the dinner scene at Anakin's home in The Phantom Menace.

Shooting the dinner scene at Anakin’s home.

Qui-Gon, Padmé, and Jar Jar come to Anakin’s home and talk around the dinner table; Anakin reveals that he had a dream in which he grows up to become a Jedi and returns to free all the slaves, while Jar Jar snags some fruit with his tongue, and Qui-Gon reveals the real reason they’re on Tatooine.

George Lucas: It’s interesting. It was a hard scene to shoot. Dinner scenes are always the hardest to shoot because of screen direction. It gets complicated. But it was fun, I enjoyed it. It’s a little bit of a domestic scene. There’s a lot of domestic scenes in Star Wars actually, people don’t realize, like the scene with Luke saying he’s going off to the academy, or with Obi-Wan in his home. There’s a number of those.

I liked the idea of having a scene that is not driven by “the phantom menace.” It’s driven by family issues and things that they want to do, and about their character. I don’t get to include too many of those because of everything else required in a film like this.

Jar Jar flicking his tongue came into being because he’s a salamander. He does eat flies with his tongue. So the idea of putting that in the scene just seemed like a humorous moment. It’s similar to moments we had for Threepio and the Ewoks, and some of the other more humorous characters. 

Filming the Qui-Gon Jinn / Obi-Wan Kenobi / Darth Maul duel.

The climactic final duel, pre-effects.

The final duel between Qui-Gon Jinn, Obi-Wan Kenobi, and Darth Maul.

George Lucas: I wanted to come up with an apprentice for the Emperor who was striking and tough. We hadn’t seen a Sith Lord before, except for Vader, of course. I wanted to convey the idea that Jedi are all very powerful, but they’re also vulnerable — which is why I wanted to kill Qui-Gon. That is to say, “Hey, these guys aren’t Superman.” These guys are people who are vulnerable, just like every other person.

We needed to establish that, but at the same time, we wanted the ultimate sword fight, because they were all very good. It sort of predisposes the sword fight between Anakin and Obi-Wan later on. There’s real purpose to it. You have to establish the rules and then stick with them. The scene illustrates just how Jedi and Sith fight and use lightsabers.

I had the fight continually move locations so that we had some room to do it on various sets, and that was really a callback to the Douglas Fairbanks / Errol Flynn movies, where you have a really long, intense sword fight.

Phantom Menace teaser poster.

Unexpected Reaction

Star Wars: Episode I The Phantom Menace was released on May 19, 1999. While it shattered box office records, the reception was mixed-turned-hostile, especially when it came to Jar Jar Binks. The backlash hit those behind the scenes.

Doug Chiang: I was just shocked at the level of dislike that it garnered. I thought it was unfair. I don’t think they understood it properly, and like anything new, like in all these films, we were pushing the boundaries on so many different levels in terms of execution, in terms of character, in terms of technique and looks, that sometimes we don’t always meet the bar that we want to.

And, of course, obviously I’m thinking of it from a filmmaker’s point of view, whereas the audience shouldn’t even worry about that. Ultimately, they’re judging it by what they’re seeing. For us, it was hard because I felt that some of those issues might have been addressed if we could have finished it a little bit better, lit it a little bit better, or whatever.

But at the end, it was hard. You put so much of your heart and soul into something like that, and then to have it not as well-received, it always kind of stings a little bit. But in some ways, I could also put it into perspective. I’m sure George took it harder. For me, I could always fall back on, “I was doing my job, I was just trying to do my best of what it is.” If people don’t quite understand that, it’s okay. It’s not like I’m putting my heart and soul out there for everybody to see.

For someone like George, who, this is his story and his creation, that might be a different thing. It was hard.

George Lucas: I always had faith, to be very honest with you. When it came out, we got blasted out of the water and then the movie had this patina around it of failure and stupidity and whatever. The films were designed for 12-year-olds. I said that right from the very, very beginning and the very first interviews I did for A New Hope. It’s just that they were so popular with everybody, that everybody forgot that.

Then when I came back to do Phantom Menace, it was 20 years later. So if you were 10 years old when you saw A New Hope, you would be 30 years old when you saw Phantom Menace. So you weren’t a kid anymore. I think you were kind of embarrassed, and what you thought was a really fantastic movie for a 12-year-old wasn’t that great for a grownup. I think that was the main cause of the fall of Episodes I, II, and III. Believe me, it took a beating.

Ahmed Best: Here is Star Wars, back again after 20 years. George had accomplished things that had never been done in movies before, and I was a part of that. All of a sudden, instead of talking about the groundbreaking things that were happening in The Phantom Menace, everybody was talking about racism and how I, a black man from New York City with very pro-black parents, was contributing to the racial insensitivity and blindness of a Hollywood paradigm. And I was thrown for a loop. I had no idea what was going on. Then that idea just picked up steam and kept getting bigger and bigger and bigger the more people started talking about it.

Rob Coleman: It started to get really clear that certainly the critics, this is before audiences even got to see it, had a huge problem with [Jar Jar]. And I remember flying back with George from New York to Oakland, and I was bummed because we’d worked so hard on that character and the backlash was pretty instant and severe. He could see I was upset, and he called me back to where he was sitting. He said, “What’s the problem?” I said, “Well, they hate the character.” And he said, “They don’t hate the character. Did you read any review where they said he didn’t look real or he didn’t feel like he was in the scene?” I said, “Well, no…” He said, “They treated him like he was a real actor. You should be incredibly proud. They have not said, ‘This is badly animated.’ You guys held up your end of the bargain.”

Ahmed Best: There was an army of people who brought Jar Jar to life. Coleman and Knoll and George were just in charge of thousands of designers and programmers, guys making the software, creating the code. I felt like it all hinged on my performance, and my performance failed and I let everybody down.

John Knoll: It was disappointing to see so many people react negatively to something we had worked really long and hard on. I’m still proud of the accomplishment. It was one of the more exciting and challenging things I’ve had the pleasure to work on.

Jean Bolte: I actually felt terrible that Ahmed Best suffered so much. I remember when he came out to [ILM headquarters] Kerner and I met him, showed him around, and I said, “We’re really interested in having your interpretation of this character. You’re going to bring a lot to this, the personality is something that we have not experienced that yet. And that’s going to be your part in it.”

And he was this kid in his twenties, who did that beautiful Stomp, that show that he was involved in, which we all got to see. George let us see a special [performance] of that — yeah, that was during a company meeting. There was a big theater up there in San Rafael, and the company meeting turned out to be a little bit of conversation and then we got to see Stomp. Ahmed was in that thing, and I was just like, “This is so cool!” It was just wonderful.

So here he was, this kid I think had hoped that this was going to be something that transformed his life in a really great way. Who wouldn’t think that? It’s an opportunity to work on a Star Wars movie.

Ahmed Best: I fell into a really deep depression. For me, I saw Phantom Menace as the beginning of this new style of filmmaking and I could be at the front of that line.

George Lucas: The main thing they obviously got upset about was Jar Jar. But they got upset at Jar Jar because he was there for the kids. When I did A New Hope, everybody felt the same way about Threepio. They hated him. They thought he was too childish and the jokes were bad. They said the same thing. It’s just that the initial wave of Star Wars sort of overwhelmed the criticism of Threepio. We even played on that in Empire, making fun of him and acknowledging the fact that he was annoying. And then in the third one we did the same thing with Ewoks. People just went berserk. They said it was horrible, it ruined the movie, and how can you watch this, and all that kind of stuff.

So I was used to that sort of thing, but for some reason, the criticism through the internet became more alive. And the news media began to listen to the fans. Obviously, when a fan, or a group, or a blog says something terrible, they take it seriously, and suddenly that became the reality. It was very hard to turn back from that.

The fact is that Phantom Menace is actually about some different kinds of things, and the story is a little more complex.

I knew it would mean a lot to kids. I kept defending it by saying, this is for 12-year-olds and kids are going to love Jar Jar.

Ahmed Best: As soon as the movie came out and all of that started coming down, [George] called me and we talked about it. Ironically, he said, “Twenty years from now, this is all gonna go away. Nobody is going to remember or think about it this way.” And he was right. He was right.

Phantom Menace poster.

A New Beginning

Twenty years later, The Phantom Menace and the prequels at large may have finally found their time. Children who loved the film in 1999 have grown up. Anecdotally, Episode I remains as popular as ever with kids; prequel-related books and comics are maybe more prevalent than at any time since 1999, and the recent Qui-Gon/Obi-Wan Master & Apprentice novel landed on the New York Times Bestseller List; at Star Wars Celebration Chicago in April, a 20th anniversary panel drew thousands and many, many ovations — the loudest of which was for Ahmed Best. Here, the creators of The Phantom Menace reflect on the movie and its wider acceptance today.

George Lucas: I love the [Star Wars] movies. And I love Episode I very much because it fills in a lot of the holes. I really wanted to do that.

John Knoll: Well, I think [its new popularity] is good to see, because I think George took a lot of the criticism pretty hard. It was sort of painful for me to see how vicious people were about it and how personally George took that. I think the films didn’t deserve quite as much hate as they got. It pained me to see how hard George took that stuff.

Ben Burtt: I said to my family back at the time of Phantom Menace and the other prequels, “Look, if people had these expectations, just wait until all this passes. The next generation that comes along is going to look at them very differently.”

That’s true now. My grandchildren, they’re all the right age for Star Wars, they’re two to 15, and they love it! I don’t get any critiques from them. They’ll watch any one of them. I think that time softens a lot of that. There’s a lot of expectation involved in your reaction to a movie.

Ahmed Best: It was definitely the children — I had to start looking at Jar Jar through their eyes, and that’s what made me smile again. Now those kids are in their 20s and 30s. They have a different perspective on The Phantom Menace. The Phantom Menace, for them, is their Star Wars. [Episodes] IV, V, and VI, that’s their parents’ Star Wars, and VII, VIII, and IX, that’s their kids’ Star Wars. But the prequels, that’s theirs, and they defend the prequels. So I see the same thing. I see the resurgence of The Phantom Menace and the prequels, and they’re getting the attention that I think we wanted them to get 20 years ago. And the same thing with Jar Jar.

Rob Coleman: It warms my heart, because I was so incredibly proud, obviously, to have been a key member of the creative team, to bring those films to life. I put everything of myself into that work and worked incredibly hard to get George’s vision onto the screen.

Doug Chiang: It validates a lot of what we were doing. It actually warms my heart because I love to see that. And I knew from several years ago that that generation was growing up, because I would get a lot of emails and contact saying that, you know, that was their favorite film.

It was always hard for me to look at it objectively because I grew up with the original trilogy, and I’m with that generation, but of course I had a big hand in the prequel trilogy. So, I feel tied to both. And I could understand and appreciate both. And I’m just very thankful that people can now see it as a whole, that each of these films and stories are made for a very specific generation. It covers many generations and it’s not just for one targeted group.

So for me to hear all of that now is actually very rewarding, because I knew we were doing something very special. We were pushing boundaries for sure, and that’s totally what Star Wars is. You’re taking risks. I’m just very thrilled that it’s coming together in this way. I think the best thing for me is seeing the content, the Episode I content, being played out, like in the Battlefront video games, where you can see the designs and the worlds that we created come to life in a bigger way.

And that really validates it for me because they’re worlds that I want to visit again. I really want to go back there and enjoy it. I’m just glad that people are starting to appreciate that, because I felt that instinctually, and I couldn’t really share it openly until just recently. It is kind of hard — when you create something, you want everybody to love it. Of course, you can’t please everybody. [Laughs]

Jean Bolte: To go to Star Wars Celebration, and see and hear the fans so interested in what our contribution had been…. It really did completely change my point of view about having the privilege of having had something to do with these films.

John Knoll: I think [the Star Wars Celebration panel] was great, especially the warm reaction there was to Ahmed. I know he took it hard, all the vicious comments that people had about Jar Jar. That’s not his fault, he didn’t write that character. He’s an actor who did a really good job and worked hard to do that job well. To see the really warm reaction of the crowd made me feel — it was heartwarming.

Ahmed Best: To be very honest, I was very afraid to go to Celebration. Every time I’m in a Star Wars setting, I spend most of my time defending our work and defending Jar Jar. And I just don’t want to do that anymore. So I was very reluctant to come to Celebration because of that, and I have to say, I was pleasantly surprised. It wasn’t the case at all. I just felt nothing but love and respect and admiration for the work we did. I couldn’t have been more proud and I couldn’t have been happier. I wish George was there because I think we’re at a time right now where we have to stand in that work. We have to say, “We did it,” and step into that in a very proud way, because it stands the test of time.

George Lucas is a futurist. That guy can see 20, 30, 50 years into the future. As an artist and as a creator and as an innovator, he’s done things that no one else has done, no one else has even thought of. I know the fan backlash of 20 years ago was loud, but that’s really all it was. It was just loud. And now we have to be louder in our pride for this thing, because we have an army behind us of people who love those movies.

Rob Coleman: [George] said something along the lines of, “I could put you at a table at any mall in America and kids would be lining up to get your autograph.” I was like, “Oh, George.” He said, “They’re going to put Jar Jar on your tombstone.” I was like, “No, they’re not!”

And he’s right. Twenty years on, I still get people that are much younger than me, coming up to me and saying, “Jar Jar is my favorite character.”

Trisha Biggar: I still get letters from people, which is fantastic. You think, it’s 20 years later and it’s amazing that people still want to write and say how much they love the films. I got a letter yesterday, in fact. It’s brilliant, it’s absolutely brilliant.

Doug Chiang: It’s pretty amazing. I would say it really started my whole career. Even though I was 30 at that time, it defined who I am as an artist, it defined my work ethic, it defined my style. I owe a lot to those seven years that I worked with George working on Episodes I and II. Looking back now, it’s nothing but fond memories. It’s amazing. Even though I say sometimes that it was a heartache and it was really hard, and I didn’t enjoy it, I did. I was living my dream.

John Knoll: I still feel like I owe George a lot to have been given that opportunity. On those three films, I feel like I got a whole career’s worth of experience packed into eight years. George never constricted his thinking to what he knew for sure the tools were capable of; his attitude was, “Yeah, well, I’m writing what I want to see, so you guys will figure it out.” I loved that he would constantly throw those challenges out with the confidence [that] you guys will figure it out. That was great.

[Laughs] I remember saying, “If I survive Episode I, nothing’s ever going to faze me again. If I can do that, I can do anything.” It really kind of was that way; then I wasn’t at all ever worried or intimidated about big shows. “Yeah, we got a process for doing it, we’ll figure it out.” I really developed a lot of confidence in the process of how we break these things down and how we manage big projects.

Iain McCaig: I love it. I love that film. I love Episode I, I love everything about it.

Ahmed Best: I look back at the work that we’ve done and I’m nothing more than proud. We did groundbreaking, innovative work. As far as innovation goes in movies since, they’ve taken what we’ve done and expanded on it, the Avatars and The Lord of the Rings. But Phantom Menace innovated that stuff. It works because we did it.

George Lucas: I still enjoy watching it. I haven’t shown it to my daughter yet; she’s five, but I’ll probably show it to her in the next year or so. And I have a grandson who also has got all the stuff. He’s the Star Wars guy. He wants to know how old Luke was when he was fighting Vader, how old was Anakin in the first film. He relates to who they are and what they are.

I think he obviously relates a lot more to Phantom Menace than the other films because the hero is his age. He’s four, going on five, so he’s decided that Anakin is five. You can make that leap. He wanted a hero who is the same age as himself.

Special thanks to Lynne Hale, Mickey Capoferri, and Kelly Knox. This would not have been possible without you.

Dan Brooks is Lucasfilm’s senior content writer, and spends his days writing stuff for and around StarWars.com. He loves Star Wars, ELO, and the New York Rangers, Jets, and Yankees. Follow him on Twitter @dan_brooks where he rants about all these things.

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‘All Films Are Personal’: An Oral History of Star Wars: Episode I The Phantom Menace

20 Things You Probably Didn’t Know About the Making of Star Wars: The Phantom Menace

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Twenty years ago, Star Wars: The Phantom Menace graced movie theaters with an excitement level that’s still talked about fondly today. But it wasn’t an easy path to get there. From developing completely new film techniques and technology that seem commonplace now, to a massive storm wiping out most of the Mos Espa set in Tunisia, there’s more to the story of making of Episode I than you probably know.

The Making of Episode I: The Phantom Menace, written by Laurent Bouzereau and Jody Duncan, was also released in 1999 and features candid tales of the production direct from writer and director George Lucas, the cast, and the crew of one of the most anticipated films in history. In addition, Lucasfilm produced a number of behind-the-scenes features for web and home video that explored the making of the movie.

Here are 20 behind-the-scenes facts and anecdotes straight from the people who were there!

1. George Lucas wrote the Episode I script by hand with just pencil and notebook paper. In fact, he writes all of his scripts this way.

2. One of the biggest influences on the making of The Phantom Menace was The Young Indiana Jones Chronicles. Not only did a significant number of the television series’ crew and production team later work on The Phantom Menace, some of the techniques they perfected while filming the series were then used on Episode I. Rick McCallum, producer of the prequel trilogy, called the show a “testing bed to learn a new way of making films.”

A concept model for Jar Jar Binks.

Concept model by Tony McVey

3. Jar Jar Binks was originally designed with green skin. The design team later realized that most aquatic creatures on our own planet don’t sport green hues, so they changed his skin tone to orange instead.

Concept art by Iain McCaig

Concept art by Iain McCaig

4. Yaddle is actually an early “young Yoda” design. Concept artist Iain McCaig began designing the Jedi Master’s younger look as an eight-year-old version of the character. “That concept eventually became another Jedi in the film, Yaddle,” he revealed.

5. The moving mechanism inside Threepio’s head is a missile gyroscope. Chief Model Maker Lorne Peterson had found it and let the effects team borrow it, he said in the making-of featurette “Discoveries from Inside: Models & Miniatures.”

Concept sketch by Doug Chiang

Concept sketch by Doug Chiang

6. The design of the heavy troop transport in The Phantom Menace, the MTT, was inspired by elephants. In the featurette “Conversations: Doug Chiang Looks Back,” the concept artist talked about using familiar shapes to help the audience understand a design on a basic level. “If you look at the front of the MTT, the tiny little slits represent the elephant’s eyes and his forehead,” said Chiang. “And the trunk, I turned into the door, and the tusks actually become the two guns on the sides. “

7. Costume colors are specific to the planets of the galaxy far, far away. Iain McCaig and costume designer Trisha Biggar worked together to create the palettes: gray, brown, and black for Coruscant, green and gold for Naboo, and sun-bleached sandy colors for Tatooine.

Anakin Skywalker (Jake Lloyd) and Obi-Wan Kenobi (Ewan McGregor).

8. Ewan McGregor had dialogue coaching to prepare for his role. He worked hard to capture the calming tones and inflections of Sir Alec Guinness to best play the character, which he called “quite tricky.”

Samuel L. Jackson.

 9. Samuel L. Jackson got the role of Mace Windu in part through an appearance on the British talk show TFI Friday to promote a different movie. The casting director for The Phantom Menace, Robin Gurland, heard that Jackson made his wish to be in the new Star Wars known while chatting on the talk show, and the rest is history.

10. Ahmed Best was discovered through his performance in the theater show Stomp. Gurland happened to catch the show and spotted Best in the cast. His energy and performance made her realize, “He’s Jar Jar!”


11. Greg Proops and Scott Capurro recorded their podracing commentary in prosthetics and makeup. The footage would later be used as reference for their digital characters, Fode and Beed.

12. Plo Koon was named after the son of creature effects supervisor Nick Dudman. “I decided to call one of the Jedi Plonkoon, because we called my son that during his first year of life,” he said. “I wrote down Plonkoon, George crossed out the n and Plo Koon was born!”

13. The three Wookiees in the Galactic Senate all wore the same Chewbacca costume from the Lucasfilm archive. The actor in the old suit was filmed three different times with slight adjustments made to the hair. “When the shots were put together, we ended up with three different Wookiees out of one suit,” said Dudman.

14. The very first scene of The Phantom Menace that was filmed featured Darth Sidious and Darth Maul. Their balcony chat on Coruscant marked the beginning of production in 1997.

15. After a monstrous storm destroyed almost everything on the Mos Espa set, the Tunisian army helped rebuild it. Thanks to the fact that one set was luckily left in one piece — the landing ramp of the Naboo Royal Starship — plus the efforts of the entire crew and local helpers, production continued without delay.

A behind-the-scenes look at Duel of the Fates.

16. The Jedi and Sith went through three hundred aluminum lightsaber blades while filming The Phantom Menace. Stunt coordinator Nick Gillard helped build the new lightsabers for the physically and mentally intensive duels.

A concept painting of Watto.

Color concept by Doug Chiang

17. Watto only has one full tusk so the audience can see his mouth move accurately when he speaks. The Toydarian was originally designed with two large tusks on either side of his trunk-like nose, but they would have prevented his lips from fully shaping words with an m or a b. One tusk was broken off and his lopsided smile was born.

18. Watto was also the first CG character that the effects team went to work on. Through his design and motions, the team quickly learned how to achieve what they wanted on featured digital characters. Even just the cord on his tool belt had to have its own computer program written to simulate its movement properly. (The same program would later be used for Jar Jar’s flapping ears.)

19. Some of the audience members at the Boonta Eve Classic podrace crowd are colorful cotton swabs. Sometimes practical effects work best to achieve just the right three-dimensional look for faraway shots, and a model maker had the creative idea to use the swabs in the arena models.

A scene from The Phantom Menace.

20. Some of the cheers and jeers emanating from the audience at the podrace are from a San Francisco 49ers game. Sound designer Ben Burtt recorded crowd reactions at the football game himself.

Want even more behind-the-scenes from The Phantom Menace? You can find the complete featurette The Beginning: Making Star Wars: Episode I The Phantom Menace on the official Star Wars YouTube channel to see the results of that disastrous storm, Ewan McGregor choosing his very own lightsaber hilt, and much, much more.

Featured concept art by Iain McCaig.

Kelly Knox is a freelance writer who loves creating Star Wars crafts with her daughter and spouting behind-the-scenes movie facts. Follow her on Twitter at @kelly_knox.

Site tags: #StarWarsBlog

20 Things You Probably Didn’t Know About the Making of Star Wars: The Phantom Menace

A New Documentary Will Take Game of Thrones Fans Inside the Heartbreaking Final Season

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We’re now one episode away from the end of HBO’s Game of Thrones. While the final season of the groundbreaking fantasy series has been, umm, a bit divisive…it still represents a decade of growth, change, and storytelling. To show us where the series has gone, and how it ended, HBO will be airing a new documentary…

Read more…

https://io9.gizmodo.com/a-new-documentary-will-take-game-of-thrones-fans-inside-1834730582

Much To Learn You Still Have: Four Things You Might Not Know About AT-ATs

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Much to Learn You Still Have is a rundown of trivia and fun facts, both in-universe and behind-the-scenes, about the aliens, droids, ships, and species of the Star Wars galaxy. Whether you’ve never set foot in a cantina or you’re a well-traveled Jedi Master, you’ll find the intel you need.

Fans have come to know and love AT-ATs, or All Terrain Armored Transport vehicles, after seeing them stomping their way around Hoth in Star Wars: The Empire Strikes Back. But do you know the inspiration behind the design or the name of the stop-motion legend who advised on their creation?

Here are four things you might not have known about the AT-AT.

1. There’s something big on the horizon.

Standing at over 20 meters tall, the staggering AT-AT is fearsome. As Luke learned in The Empire Strikes Back, an AT-AT can easily crush a snowspeeder under its feet. And since a snowspeeder is only about 5.3 meters, you can imagine how big those mechanical feet must be.

Fun Fact #1: Special training is required for AT-AT drivers to learn how to control the leg movements. Since that training is expensive, AT-AT drivers are also outfitted with life support suits.

2. Real and fictional vehicles served as four-legged inspiration.

The AT-AT was designed with a handful of inspirations in mind. Joe Johnston has said that he came across a copy of a vintage promotional brochure from US Steel that featured a four-legged walking truck, giving him the idea for a massive four-legged military vehicle. General Electric had also created their own walking truck. And George Lucas has noted that the martian walking machines from War of the Worlds was one of the biggest influences.

Fun Fact #2: To match the mechanical sounds of the AT-ATs walking, John Williams added additional instruments into his orchestra. “’Battle in the Snow’ has an unusual orchestration calling for five piccolos, five oboes, a battery of eight percussion, two grand pianos, and two or three harps, in addition to the normal orchestral complement,” Williams has said.

3. Stop-motion was the way to go.

Capturing the AT-ATs on screen was a big endeavor, almost as big as the AT-ATs themselves. Ideas on how to bring these giants to life ranged from radio-controlled wheeled cars to tractor tanks to marionettes. In the end they decided to use stop motion and George Lucas and Gary Kurtz met with stop-motion legend Ray Harryhausen for advice.

Fun Fact #3: For the scene of Luke being pulled up to the bottom of the AT-AT, stuntman Colin Skeaping was airlifted under a helicopter.

4. The AT-ATs had to be precise.

Jon Berg, stop-motion animator, came up with a plan to make sure the figures would be posable. “It has to hold that pose in each position you place it in without slipping or sliding; it has to work very smoothly, so the animation is as clean and precise as you can get it…” said Berg. And precise they were! It was noted that preparation for the walker shots took about 10 months and about 4-6 hours of shooting time to complete each shot.

Fun Fact #4: To get the walking motion of the AT-ATs down perfect, Dennis Muren filmed the movement of an elephant. This wasn’t just any elephant, it was Mardji, who was used as a bantha in A New Hope.

Let us know what your favorite AT-AT facts are in the comments below!

And be sure to check out our “Much to Learn” segment on The Star Wars Show this week, which you can watch below!

Sources: The Making of  The Empire Strikes Back, J.W. Rinzler, Del Rey, 2010., Star Wars: Absolutely Everything You Need To Know Updated and Expanded, Adam Bray, Kerrie Dougherty, Cole Horton, and Michael Kogge, DK Publishing, 2017., Star Wars: The Visual Encyclopedia, DK Publishing, 2017.

Amanda Jean Camarillo is an associate producer for The Star Wars Show. She is a big fan of droids, space waffles, and Loth-cats and spending her time with watching movies, crafting, and visiting Disney parks. You can find her on Twitterand Instagram and tell her about all your favorite Star Wars things.

Much To Learn You Still Have: Four Things You Might Not Know About AT-ATs

SWCC 2019: 9 Highlights from the ILM Model Shop Panel

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For more than 40 years, the hardworking talents behind the curtain at Industrial Light & Magic have been conjuring worlds and rewriting the rules of cinematic storytelling. During Sunday’s Star Wars Celebration Chicago panel, host David W. Collins was joined by legendary modelmaker Lorne Peterson, model makers Bill George, Jean Bolte, and John Goodson, and visual effects supervisor John Knoll as they recounted their decades of experience helping to forge the Lucasfilm legacy. Here are some of the most exciting moments from their discussion.

1. Many of the folks who pioneered the modern visual effects industry got the job out of sheer luck. “I was the right person in the right place at the right time,” Peterson recalled. One day in 1975, he ran into a friend from school while he was working various jobs — he once worked at an auto-body shop — and his old pal asked him to come help out with a project called Star Wars. In the early eighties, model maker Bill George got a job working on films like E.T. the Extra-Terrestrial and Poltergeist, and he begged for the chance to be part of Return of the Jedi. ILM still has old photos of George dug up a few photos taken during his teenage years, when he and a small group of friends who go Dumpster diving at the ILM lot, hoping to recover bits of exploded spaceship models used on Star Wars and the original Battlestar Galactica. John Goodson began sending letters to ILM at the age of 14, to the point where they politely asked him to stop. He was hired by the studio about a week after his college graduation.

2. Training and information related to VFX was once incredibly scarce.Star Wars altered all of our lives,” said model and creature artist Jean Bolte. “It was so real.” Due to the sense of mystery surrounding how practical effects shots were achieved, would-be artists and filmmakers like Bolte sought out every bit of information they could find — in magazines like CinefexCinefantastique and Starlog — in the hopes of breaking into the industry. “I wanna work there,” Bolte thought, “because they can do anything.” Bill George agreed that his knowledge and skill was not something he learned in a class or in a book, but rather through hands-on experience. “I am who I am today because of the people I worked with,” he said. When you work alongside people like Lorne Peterson, he added, “you can’t help but get better.”

Cheif Modelmaker Michael Lynch and Alex Jaeger on the Utapau 1/90th scale set.

3. ILM models contain some hilarious Easter eggs. The practical model of the Naboo capital, Theed, was a massive 40-by-60-foot affair with lots of artificial grass; as a joke, Goodson snuck a model lawn mower and gas can into the miniature set. Likewise, Bill George thought the Death Star hangar bay in Return of the Jedi resembled a basketball court — so, naturally, he installed a basketball hoop on the wall. “Unfortunately,” he said, “it never showed up on film.” Peterson said he put a micro-sized pin-up calendar in the interior of the Millennium Falcon.

4. Mustafar was a trial by fire for the ILM Model Shop. Slightly larger than half a tennis court, according to Peterson, the main miniature used for Mustafar could be tilted to direct the flow of “lava” along its many rivers of flame. The model was used for about 400 shots during photography on Star Wars: Revenge of the Sith, requiring several large crews to manage things like the pumps that generated the lava effect. Theed and the Boonta Eve podracing track were comparable in size, Knoll noted, if not complexity. 

5. Visual effects is a great avenue for anyone to enter the film industry. “To the girls out there: visual effects is a level playing field, so take advantage of that,” Bolte said. “It’s not a boys’ club.”

Modelmaker John Goodson with miniature Tatooine Hanger Set.

6. Some CGI shots have surprisingly humble beginnings. Those thousands of spectators at the Boonta Eve podrace in The Phantom Menace? Those are all Q-tips; they’ve just had their white tips painted various colors to create the illusion of crowded stands brimming with life. Some shots have a bit of light digital editing to hide anything that might give the trick away, but there are wide shots of the track where the audience is looking at the original Q-tips themselves. ILM achieved the waterfall shots in The Phantom Menace using granular sugar and salt. (They switched to salt because ants took a liking to the sugar!)

7. According to Knoll, the feature-length documentary The Beginning is perhaps the most authentic window behind the scenes at ILM and Lucasfilm. George Lucas wanted a film crew present at almost every major Episode I meeting, Knoll said, so cameras were a frequent sight. ILM got so used to them being around, they eventually stopped noticing; the result is an incredibly authentic look at the magic of moviemaking. The Beginning “tells a very truthful story,” Knoll added.

8. The advent of computer graphics caused the Model Shop a lot of anxiety in the ’90s. Bolte recalled being one of the first of ILM’s model makers to make the leap to the realm of CGI, and as a result, she feels the best visual-effects artists are typically the ones who understand the strengths and limitations of both methodologies. The best CGI artists, Knoll agreed, are generally ones who started with some form of practical effects.

9. How does it feel blowing up models they’ve spent untold hours making for the sake of a single, quick shot? “That was the best part,” according to Goodson. Bolte agreed. “We love that.”

Visit StarWars.com’s Star Wars Celebration Chicago hub for all the latest Celebration news.

Alex Kane is a journalist based in west-central Illinois. He has written for Fangoria, Polygon, the website of Rolling Stone, Variety, and other publications. Follow him on Twitter at @alexjkane.

Site tags: #SWCCPanel, #StarWarsCelebrationChicago2019

SWCC 2019: 9 Highlights from the ILM Model Shop Panel

Inside the Lucasfilm Archives: The Jedi Texts

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Through the props and costumes of Star Wars, we find a tangible link to connect with the characters from a galaxy far, far away and the stories they inhabit. Inside the Lucasfilm Archive, take a closer look at these artifacts and the stories behind their design.

There’s a feeling of reverence surrounding the ancient Jedi texts. Secreted away on Ahch-To in a sacred place built a thousand generations ago to keep the knowledge of the Jedi Order safe for future disciples, the venerable tomes represent the last remnants of the Jedi religion, the last echoes of wisdom from an order on the verge of extinction.

The Jedi texts.

In-world, the library is a symbol of Luke Skywalker’s lost faith — in himself, the Force, and the teachings of his masters, — realized as simple, incendiary paper volumes that he tries but fails to torch in Star Wars: The Last Jedi. Printed books are a rare find in a modern galaxy that prefers datapads and holograms as primary forms of communication. But stashed away in a drawer aboard the Millennium Falcon, the scriptures survive for another day in Rey’s care.

Portia Fontes, Lucasfilm's physical assets coordinator, shows off the hero prop.

Portia Fontes, Lucasfilm’s physical assets coordinator, shows off the hero prop.

To create the hero Jedi Order book, pulled from the petite row and opened to reveal the Jedi emblem for mere seconds on screen, prop makers and artisans designed and printed painstakingly detailed vellum-like sheets then bound them in the cast of a hand-carved cover.

The final effect is mesmerizing in person. “This is a pretty prized piece,” says Lucasfilm Archivist Madlyn Burkert. Beyond that first page are a host of individual pages, designed and lettered as if they truly held the knowledge of those first Jedi practitioners. There’s incredible attention to detail on each page, layers of gold leaf mixed with blue pigments and an unidentified script, perhaps inspired but some of the earliest scrolls and scribbles from our own human history.

Concept art of the Jedi texts.

Concept art of the Jedi texts.
Concept art of the Jedi texts.
Concept art of the Jedi texts.

Originally, the props team conceptualized about 40 different volumes, of varying sizes and finishes, which director Rian Johnson narrowed down to a slim 10 finalists for the sacred shelf.

Burkert says the prop makers were given free rein with their own personal inspiration, provided that the final series looked like a set of ancient volumes when they were finished. As part of the process, the team researched old book-binding methods, so that each book would be unique in its fabrication.

For the hero book, the only volume that gets pulled from the stacks and cracked open on-screen, Burkert says the prop makers created the cover by hand, with lettering cut from leather and applied to the front before being covered in layers of vellum-type paper for texture. Then the entire thing was cast and molded from resin before being tied back together. “For the cover, there’s leather strapping that holds it together,” Burkert says.

Concept art of interior pages by Chris Kitisakkul

Concept art of interior pages by Chris Kitisakkul

Meanwhile, Lucasfilm’s graphics department created about 80 unique interior pages on handmade paper, taking great care beyond the single page glimpsed in the film. Look closely and you can see the way the ream of paper has some give beneath Luke’s gloved hand.

To complete the work, the props department aged and weathered the pages, rebound the book, and added the gold leaf accents. According to Propmaker Martyn Doust, it took the props team two weeks to complete a single volume from start to finish.

Portia Fontes, Lucasfilm's physical assets coordinator, shows off the hero prop.

The finished prop volume has a substantial weight to it, although the bindings make it difficult to flip through like a contemporary printed text. It’s now kept sequestered in a special slip cover and carefully boxed away in the Lucasfilm Archives, a testament to the precision of the prop makers who imbued such an important piece of Jedi history with its own awe-inspiring mystique.

Prop photos taken at Lucasfilm headquarters by Kyle Kao.

Associate Editor Kristin Baver is a writer and all-around sci-fi nerd who always has just one more question in an inexhaustible list of curiosities. Sometimes she blurts out “It’s a trap!” even when it’s not. Do you know a fan who’s most impressive? Hop on Twitter and tell @KristinBaver all about them.

Inside the Lucasfilm Archives: The Jedi Texts

These Gorgeous Game of Thrones Storyboards Offer Just a Glimpse of a Massive New Book

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As Game of Thrones comes to an end, many of us find ourselves looking back to the beginning. Why did the show become so huge? What were our favorite moments? How did it all happen? Like the show itself, those are rather large questions, but the “how” is getting a suitably large answer in a new book.

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https://io9.gizmodo.com/these-gorgeous-game-of-thrones-storyboards-offer-just-a-1833209115