Star Wars: Episode I – The Phantom Menace (1999)


Star Wars: Episode I – The Phantom Menace is a 1999 American epic space-opera film written and directed by George Lucas, produced by Lucasfilm, distributed by 20th Century Fox and stars Liam Neeson, Ewan McGregor, Natalie Portman, Jake Lloyd, Ian McDiarmid, Anthony Daniels, Kenny Baker, Pernilla August, and Frank Oz.

It is the first instalment in the Star Wars prequel trilogy and begins the “Skywalker saga”, though it was the fourth film to be produced chronologically.

The Phantom Menace is set 32 years before the original film and follows Jedi Master Qui-Gon Jinn and his apprentice Obi-Wan Kenobi as they protect Queen Amidala in hopes of securing a peaceful end to an interplanetary trade dispute. Joined by Anakin Skywalker – a young slave with unusually strong natural powers of the Force – they simultaneously contend with the mysterious return of the Sith.


The Trade Federation upsets order in the Galactic Republic by blockading the planet Naboo in preparation for a full-scale invasion. The Republic’s leader, Supreme Chancellor Finis Valorum, dispatches Jedi Master Qui-Gon Jinn and his apprentice, Obi-Wan Kenobi, to negotiate with Trade Federation Viceroy Nute Gunray. Darth Sidious, a Sith Lord and the Trade Federation’s secret benefactor, orders the Viceroy to kill the Jedi and begin their invasion with an army of battle droids. The Jedi escape and flee to Naboo. During the invasion, Qui-Gon saves the life of a Gungan outcast, Jar Jar Binks, from being run over by a droid transport. Indebted to Qui-Gon, Jar Jar leads the Jedi to Otoh Gunga, an underwater city of Naboo. The Jedi try to persuade the Gungan leader, Boss Nass, to help the planet’s surface dwellers but are unsuccessful. However, the Jedi manage to obtain Jar Jar’s guidance and underwater transport to Theed, the capital city of Naboo. They rescue Naboo’s queen, Padmé Amidala, and escape from the blockaded planet on her Royal Starship, intending to reach the Republic capital planet of Coruscant.

The ship is damaged as they pass the Federation blockade and the hyperdrive is caught in the crossfire, rendering it useless. They land for repairs on the outlying desert planet of Tatooine, situated beyond the Republic’s jurisdiction. Qui-Gon, Jar Jar, astromech droid R2-D2, and Padmé – disguised as one of her handmaidens – visit the settlement of Mos Espa to purchase equipment for their ship. They encounter the shop’s owner, Watto, and his nine-year-old slave, Anakin Skywalker, a gifted pilot and engineer who has built a protocol droid, C-3PO. Qui-Gon senses a strong presence of the Force within Anakin, and is convinced that he is prophesied as “The Chosen One”. Unable to acquire the required hyperdrive parts, Qui-Gon wagers both the hyperdrive and Anakin’s freedom with Watto in a podrace. Anakin wins the race and joins the group to be trained as a Jedi, leaving behind his mother, Shmi. En route to their starship, Qui-Gon encounters Darth Maul, Sidious’ apprentice, who intends to capture Padmé. A lightsaber duel ensues, but Qui-Gon quickly disengages and escapes onboard the starship.

Qui-Gon and Obi-Wan escort Padmé to Coruscant so that she can plead her people’s case to Valorum and the Galactic Senate. Qui-Gon asks the Jedi Council for permission to train Anakin as a Jedi, but the Council refuses, concerned that Anakin is vulnerable to the dark side of the Force. Undaunted, Qui-Gon vows to take up Anakin as his new apprentice. Meanwhile, Naboo’s Senator Palpatine persuades Amidala to call for a vote of no confidence in Valorum to elect a more capable leader and to resolve the crisis. Though she is successful in pushing for the vote, Amidala grows frustrated with the corruption in the Senate and decides to return to Naboo. Qui-Gon and Obi-Wan are ordered by the Jedi Council to accompany the queen and investigate the return of the Sith, whom they had believed to be extinct.

On Naboo, Padmé reveals herself to the Gungans as Queen Amidala and persuades them to join in an alliance against the Trade Federation. Jar Jar is promoted to general and joins his tribe in a battle against the droid army, while Padmé leads the search for Gunray in Theed. During a battle in the starship hangar, Qui-Gon tells Anakin to wait in the cockpit of a vacant starfighter. Darth Maul has infiltrated the palace and engages Qui-Gon and Obi-Wan in lightsaber combat. Anakin inadvertently triggers the starfighter’s autopilot, travelling to the battle against the Federation droid control ship. During the battle, Maul mortally wounds Qui-Gon with his lightsaber, but is then bisected by Obi-Wan and falls down a pit. Anakin blunders into the control ship’s hangar and causes its destruction from within before escaping, deactivating the droid army in the process.

After the duel, Qui-Gon requests Obi-Wan to train Anakin, and dies in his arms. Palpatine is elected Chancellor, and Gunray is arrested. Yoda promotes Obi-Wan to the rank of Jedi Knight and reluctantly accepts Anakin as Obi-Wan’s apprentice. During a celebratory parade, Padmé presents a gift of thanks to Boss Nass and the Gungans to establish peace.


  • Liam Neeson as Qui-Gon Jinn, a Jedi Master who discovers Anakin and under the belief that he is destined to bring balance to the force as the prophesied “Chosen One”, insists that the boy be trained as a Jedi, despite the Jedi Council’s refusal to do so.
    • Lucas originally wanted to cast an American actor in the role, but cast Neeson (who is Northern Irish) because he considered that Neeson had great skills and presence.
    • Lucas said Neeson was a “master actor, who the other actors will look up to, who has got the qualities of strength that the character demands.”
  • Ewan McGregor as Obi-Wan Kenobi, Qui-Gon’s twenty-five-year-old Jedi Padawan, who holds his master in high regard but questions his motives at times, especially when it seems he is breaking the rules of the Jedi.
    • McGregor was cast from a shortlist of fifty actors, all of whom had to be compared to pictures of young Alec Guinness, who portrayed the elderly Obi-Wan, to make a believable younger version.
    • McGregor had a vocal coach to help his voice sound closer to Guinness’s.
    • He also studied several of Guinness’s performances, from his early work and the original Star Wars films.
  • Natalie Portman as Queen Padmé Amidala, the fourteen-year-old Queen of Naboo, who hopes to protect her planet from the Trade Federation’s blockade invasion.
    • Over 200 actresses auditioned for the role.
    • The production notes stated that “The role required a young woman who could be believable as the ruler of that planet, but at the same time be vulnerable and open”.
    • Portman was chosen especially for her performances in Léon: The Professional (1994) and Beautiful Girls (1996), which impressed Lucas.
    • He stated, “I was looking for someone who was young, strong, along the lines of Leia [and] Natalie embodied all those traits and more”.
    • Portman was unfamiliar with Star Wars before being cast, but was enthusiastic about being cast as a character she expected to become a role model.
    • Portman said, “It was wonderful playing a young queen with so much power.
    • I think it will be good for young women to see a strong woman of action who is also smart and a leader.”
  • Jake Lloyd as Anakin Skywalker, a nine-year-old slave boy and a skilled pilot who dreams of becoming a Jedi.
    • Hundreds of actors were tested across the UK, Ireland, Canada, and the United States before the producers settled on Lloyd, who Lucas considered met his requirements of “a good actor, enthusiastic and very energetic”.
    • Producer Rick McCallum said that Lloyd was “smart, mischievous, and loves anything mechanical – just like Anakin.”
  • Ian McDiarmid as Senator Palpatine/Darth Sidious, a middle aged senator of Naboo and secret Sith Lord who is eventually elected as Supreme Chancellor of the Galactic Republic.
    • McDiarmid was surprised when Lucas approached him sixteen years after Return of the Jedi to reprise the role of Palpatine because he had assumed that a younger actor would play the role in the prequel films.
  • Ahmed Best as Jar Jar Binks, a clumsy Gungan exiled from his home and taken in by Qui-Gon and Obi-Wan.
    • Best was hired after casting director Robin Gurland saw him on a Stomp performance in San Francisco.
    • Best was originally intended to provide motion capture data, but his offer to voice the character was accepted.
    • On the set, to provide references for the actors, Best was clothed in a suit made of foam and latex and a headpiece.
    • Best’s filmed performance was later replaced with the computer-generated character.
    • Best frequently improvised movements to make Jar Jar look as clumsy and comedic as possible.
  • Anthony Daniels as the voice of C-3PO, a protocol droid built by Anakin.
    • He lacks a metal covering in this film; R2-D2 humorously refers to it as being “naked”.
    • A puppeteer dressed in a colour closely matching the background – in a manner similar to the Japanese puppet theatre Bunraku – manipulated a skeletal C-3PO figure attached to his front while Daniels read his lines off-camera.
    • The puppeteer was erased from the film during post-production.
  • Kenny Baker as R2-D2, an astromech droid that saves Queen Amidala’s ship when other astro droids fail.
    • Before the film’s production started, fans campaigned on the Internet to retain Baker as R2-D2; Lucas replied that the actor would reprise the role.
    • Baker is used for scenes where R2-D2 bends forwards and backwards and wobbles from side-to-side.
    • Robots and a digital model were used in other shots.
  • Pernilla August as Shmi Skywalker, Anakin’s mother, who is concerned for her son’s future and allows him to leave with the Jedi.
    • August, a veteran of Swedish cinema, was chosen after auditioning with Liam Neeson.
    • She was afraid of being rejected because of her accent.
  • Frank Oz as the voice of Yoda, the centuries-old leader of the Jedi Council who is apprehensive about allowing Anakin to be trained.
    • Yoda was mostly portrayed as a puppet designed by Nick Dudman based on Stuart Freeborn’s original design.
    • Oz controlled the puppet’s mouth, and other parts were controlled by puppeteers using remote controls.
    • Lucas fitted Yoda’s filming around Oz’s schedule as he finished and promoted In & Out.
    • A computer-generated Yoda is featured in two distant shots. Warwick Davis (who played the part of the Ewok Wicket W. Warrick in Return of the Jedi in 1983) portrays him in the scene where Obi-Wan becomes a Jedi Knight.
    • Lucas said he originally wanted to use a full-time digital Yoda, but the attempts did not work well enough at the time.
    • Beginning with the 2011 Blu-ray release of The Phantom Menace, which was also used for the 3D reissue, a CG Yoda replaced the puppet entirely.
  • Oliver Ford Davies as Sio Bibble, the governor of Naboo.
  • Hugh Quarshie as Capt. Quarsh Panaka, Queen Amidala’s chief of security at Theed Palace.
  • Samuel L. Jackson as Mace Windu, a high-ranking member of the Jedi Council who opposes training Anakin.
  • Ray Park as Darth Maul, Darth Sidious’ Sith apprentice, who uses a double-bladed lightsaber.
    • Peter Serafinowicz as the voice of Darth Maul
  • Terence Stamp as Chancellor Finis Valorum, the Supreme Chancellor of the Galactic Republic who commissions Obi-Wan and Qui-Gon to negotiate with the Trade Federation viceroy.
    • Lucas described the character as a “good man but he’s beleaguered – a bit like [Bill] Clinton”.
  • Keira Knightley as Sabé, one of Queen Amidala’s handmaidens who serves as her decoy throughout the majority of the film.
  • Silas Carson as Nute Gunray, the viceroy of the Trade Federation who leads Naboo’s invasion and tries to force Queen Amidala to sign a treaty to legitimise their occupation of the planet.
    • Carson also portrays three minor characters: Jedi Master Ki-Adi-Mundi, Trade Federation Senator Lott Dod, and an ill-fated pilot (the role for which Carson originally auditioned).
  • Jerome St. John Blake as Rune Haako, Gunray’s chief lieutenant and Settlement Officer in the Trade Federation.
    • St. John Blake also portrayed a range of other characters including Jedi Master Oppo Rancisis, a member of the Jedi high council, Orn Free Ta, a Twi-lek senator and Mas Amedda, a Chagrian politician and Vice Chair of the galactic senate.
    • James Taylor as the voice of Rune Haako.

Additionally, Brian Blessed, Andy Secombe, and Lewis MacLeod voiced Boss Nass, the leader of the Gungan tribe who allies with the Naboo surface dwellers, Watto, a junk dealer on Tatooine who owns Anakin and his mother as slaves, and Sebulba, an aggressive, scheming podracer who is Anakin’s main rival at the Boonta Eve podrace, respectively.

Greg Proops and Scott Capurro voiced Fode and Beed, respectively, the two-headed announcer of the Boonta Eve Race. Alan Ruscoe appears as Jedi Master Plo Koon and Neimoidian Daultay Dofine, commander of the Trade Federation’s droid control ships.

Ralph Brown plays Ric Olie, commander of the Naboo Royal Space Fighter Corps and chief pilot aboard Queen Amidala’s starship, Matthew Wood appears as Twi’lek Bib Fortuna, alongside a CGI Jabba the Hutt who is voiced by an uncredited actor.

Dominic West plays the role of a Naboo guard, and Sofia Coppola appears as Saché, one of Amidala’s handmaidens. Christian Simpson appears as Lieutenant Gavyn Sykes. Lindsay Duncan voices TC-14, a protocol droid on the Federation ship. Sally Hawkins made her screen debut as an uncredited villager.


  • Lucas began production of this film after he determined that computer-generated imagery (CGI) had advanced to the level he wanted for the prequel trilogy’s visual effects.
  • Filming started on 26 June 1997, at locations including Leavesden Film Studios and the Tunisian desert.
  • The film was Lucas’ first directorial effort after a 22-year hiatus following Star Wars in 1977.
  • The character of Jar Jar Binks was heavily criticised.
  • On a budget of $115 million the film generated $1.027 billion at the box office.

Star Wars Series

Production & Filming Details

  • Director(s): George Lucas.
  • Producer(s): Rick McCallum.
  • Writer(s): George Lucas.
  • Music: John Williams.
  • Cinematography: David Tattersall.
  • Editor(s): Ben Burt and Paul Martin Smith.
  • Production: Lucasfilm Ltd.
  • Distributor(s): 20th Century Fox.
  • Release Date: 16 May 1999 (Los Angeles, US) and 19 May 1999 (US general release).
  • Running time: 133 minutes.
  • Country: US.
  • Language: English.

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