I was only 10 when The Phantom Menace came out in 1999, and while I saw the movie in theaters four times, I didn’t appreciate until I was an adult how unsettled it must have made older Star Wars fans feel. It had been sixteen years since Return of the Jedi, and those who’d seen the original films in theaters likely experienced a strange mix of emotions on that May evening in 1999, a heady swirl of excitement and uncertainly as the Lucasfilm logo appeared on the screen, followed by the familiar blue text: A long time ago, etc. etc. And then — the taxation of trade routes? The Trade Federation? Naboo? What on earth? No doubt a little of that excitement was already curdling into queasy anxiety even after just the opening crawl.
Since then, The Phantom Menace has become widely regarded as not just the worst Star Wars movie, but perhaps one of the worst movies of all time. It’s often used as a litmus test for failure: “Well, at least it wasn’t The Phantom Menace.” I often joined in on these jokes, even though my memories of the film were mostly positive — I was 10, after all, and so to me the Jedi were cool, Jar Jar was funny, and the whole plot around rescuing Naboo from the Trade Federation was a thrilling action-adventure. Yet gradually, I came to accept the consensus that The Phantom Menace was a bad film and that my fond memories were just childhood nostalgia.
But after seeing The Rise of Skywalker, the latest in Disney’s god-awful sequel trilogy, I decided to rewatch the prequels and determine for myself whether they really were good or bad films, especially compared to Disney’s offerings. As far as I’m concerned, Disney’s trilogy, directed mostly by J.J. Abrams but with a strange interlude by Rain Johnson, is the worst of Star Wars: a rehash of the plot of the original trilogy made up mostly of fan-service callbacks, with frenetic editing that reduced scenes to a series of close-ups, a ludicrously fast, almost unhinged pace that leaves no room for the visual splendor one associates with a Star Wars movie, and above all terrible, terrible directing, with Abrams in particular ruining Lucas’s signature style of lengthy shots and wide camera angles by substituting sudden zooms and close-ups and quick-cuts and more closeups. Surely this was far worse than The Phantom Menace — a corporate retread designed purely for nostalgia rather than an attempt to make something new.
The truth is, upon rewatching The Phantom Menace, I can accept that in many ways, it’s not a good movie. The dialogue is as wooden as all the reviewers have pointed out, and the first thirty minutes especially proceed with the same kind of rapid pace that made The Rise of Skywalker almost unwatchable. And yet… I absolutely enjoyed rewatching The Phantom Menace, far more than I did watching any of the new Disney films. Despite its flaws, Phantom had genuinely thrilling moments, along with a story far more interesting than anything J.J. Abrams gave us and a singular directorial vision that understood the power of visual storytelling. More than that, as an adult, I came to understand the meta-level irony that Lucas was deploying with this strange prologue to his Star Wars saga.
The movie opens with a now-classic Star Wars shot, of a ship gliding through space towards a planet. In this case, it’s a red Republic Cruiser carrying Obi-Wan and Qui-Gon to one of the gray, circular Trade Federation ships blockading the planet Naboo. What I enjoyed immediately was the steady, measured pace of this sequence. This was already completely different from The Rise of Skywalker, which, after a too-quick shot of a ship zooming towards a planet, began with an absurd series of cuts showing Kylo Ren stealing some sort of crystal, a sequence which lasts less than a minute and is edited with such haste that it’s rendered almost incomprehensible. By contrast, here in Phantom, we watch the Cruiser go through the methodical landing sequence, asking permission, docking, and then settling into the hanger. The whole thing, because of its slowness, creates a foreboding tone, something Abrams could never achieve with his rapid cuts and close-ups.
The foreboding tone doesn’t last very long, though. As soon as the Trade Federation people are told by their Darth Sidious hologram to kill the Jedi, the film shifts to what can only be described as an adventure-comedy, complete with the slapstick humor of goofy battle droids. Many have pointed this out, but the problem with the first ten minutes, as Obi-Wan and Qui-Gon annihilate groups of battle droids and charge down the ship’s hallways towards the bridge, is that there’s no tension. Obi-Wan and Qui-Gon are so powerful that there’s never any sense of danger, and Liam Neeson even plays Qui-Gon with this almost comical sense of assurance. If anything, the characters we identify with most in this opening scene are the two idiot Trade Federation representatives on the bridge, scared shitless as Qui-Gon cuts through the metal door.
All this made me realize that the beginning of The Phantom Menace isn’t meant to be thrilling — it’s a lighthearted and almost ironic comedy, a ballet of droids being slaughtered after saying “roger roger” in their stupid voices, followed by Jar Jar and Boss Nass, a frog creature whose Gungan council is visually a farcical reflection of the Jedi Council later in the film and who affirms his assent to things by blubbering his frog lips and spitting everywhere. We’re not supposed to take any of this seriously. It’s fucking ridiculous, because it’s supposed to be fucking ridiculous. It’s a comedy! When the Trade Federation guys have to report to Darth Sidious about their failures, they’re almost literally gulping, like Scooby Doo, or two kids trying to hide the fact that they the broke their father’s precious vase or whatever.
What we have, therefore, in the first thirty minutes of Phantom is George Lucas trolling us with something that seems totally unconventional for Star Wars — at least until we remember that Star Wars was inspired by adventure serials like Flash Gordon. Others with more knowledge than me have written about the way Star Wars is a pastiche, but it’s clear to me that the first thirty minutes of The Phantom Menace play like a shitty adventure serial: we have the thinnest and most hastily sketched of plotlines, involving a Queen and an illegal invasion followed by a daring escape led by two invincible superheroes and their silly slapstick sidekick, all played more for laughs than as a high-stakes epic. Less than thirty minutes into the movie, after all, our heroes have already escaped Naboo and are flying to Tatooine to repair their hyperdrive generator — it’s all absurdly quick and almost comically paced, though unlike The Rise of Skywalker, Lucas’s directing and editing allows us to actually see and follow what is happening.
The only real sense of foreboding and tension we get is meta: we see this “Lord Sidious” figure who looks exactly like the Palpatine we know from the original trilogy; then we see Palpatine himself as a benign-looking Senator in a hologram to Queen Amidala; finally, just before they board the ship to leave Naboo, Qui-Gon says to Amidala that “there is something else behind all this” and that “there’s no logic in the Federation’s move.” This is George Lucas speaking directly to us: yes, there’s no logic to this movie so far, but trust me, there’s something more at work here.
Then, in Act Two, the movie shifts gears completely (to use an appropriate spaceship metaphor): the place slows dramatically and the movie goes from fast-paced adventure serial to Qui-Gon and company looking for parts on a desert planet. We’re introduced to Anakin and his mother, and for the first time, we start to get real character moments. Qui-Gon essentially becomes our protagonist now, and it becomes clear what the first act of the movie was meant to do — to establish Qui-Gon’s breezy self-assurance so that we understand how much meeting Anakin means to him. The key here is that he’s failing for the first time — he can effortlessly dispatch battle droids and save a Queen from a planet, but he can’t successfully negotiate with a flying bug creature and needs Anakin to help him via the pod race. Suddenly too, we have genuine tension and conflict in the movie, and we start to understand the larger politics of Lucas’s galaxy — the absence of the Republic’s influence in these Outer Rim territories, the limitations of the Jedi’s powers and thus a glimpse of their limitations as an institution more broadly. It’s a totally different movie at this point, and perhaps in some ways a better one. Qui-Gon’s relationship to Anakin, as badly written as some of the dialogue might be , comes across as relatively genuine, perhaps a tribute to Liam Neeson, who really carries this part of the movie. The added tension of Anakin being a Jesus figure who had no father also gives this section of the film a dark undertone, especially as audiences know where this will go. Once again, Lucas is conscious of the meta-effect of his film, only now we’ve switched from an ironic comedy to something more somber. And honestly, this ability to shift tones is a tribute to this film, pointing to an intelligent structure and allowing audiences to experience a range of emotions — by contrast, The Rise of Skywalker is all just one note, action-sequences strung together with no sense of pacing or structure.
And then, about halfway through, Phantom essentially stops for an elaborate fifteen-minute pod race sequence, which honestly I think is a genius move. There is no story reason for the pod race to be this long: we get all these intros of meaningless characters and their who will crash sometime within the next fifteen minutes and who we’ll never see again. And yet, something about the whole sequence works so well — it’s like a mini movie, the three laps representing three acts of a film, and with emotional ups and downs that reflect a character arc. Clearly, this is George Lucas indulging and showing off — its American Graffiti on Tatooine. There’s even a fucking flag ceremony! But above all, what the pod race shows us is that George Lucas is a master of tension. He knows what a good action-adventure sequence requires. Make your characters fail. Make them have to recover. Create real danger even within a contained scene. Whatever criticisms we may have of Lucas and his ability to create tension on a larger level, sequences like the pod race make it clear that Lucas certainly knows how to do so on a micro-level. And once again, this is something that the new Disney films fail to do. There is no comparable sequence to this pod race in The Rise of Skywalker. J.J. Abrams is so obsessed with moving the story forward that he forgets that sometimes you have to indulge in the visual, to slow down and enjoy what you’re doing. No, Abrams just marches grimly to his climax, eager to finish and then cash his check. Lucas, though, is clearly enjoying himself.
Anakin leaving his mother after winning his freedom from the pod race is meant to be the most emotional part of the movie, obviously because of the dramatic irony of who Anakin will become, but also because of the way Lucas directs these moments. He lingers on shots of Anakin’s small house, on Tatooine, on Anakin hugging his mother (Can you imagine J.J. Abrams taking the time to linger the way Lucas does here?). Whether you think this sequence works or not largely depends on how much you accept Jake Loyd’s acting — the truth is, I found him totally fine, even funny at times. He reminded me of certain students I tutor, in particular a few with borderline Asperger syndrome, and this helped me accept the slight awkwardness in his line delivery. Let’s remember, also, he was only a child, and there’s more than enough wooden acting in this film without us having to criticize him too.
Then, the film brings us to Coruscant. Here Lucas is trying to develop some political messaging, but I’d argue that this is the weakest part of the film. In Attack of the Clones (which I will also watch and review soon) Coruscant is far more developed as a nuanced and interesting setting, but here the scenes are simply too short to have any impact. The film wants to have a serious political backdrop, and there are interesting moments hinted at in this section — Amidala and Palpatine discussing the politics of the Senate, the way the Jedi come across not as heroes but as aloof and unhelpful — but these scenes simply move too fast. Fifteen minutes is all we spend on Coruscant. That’s as long as the pod race.
This points to one of the larger problems with The Phantom Menace: it’s a three hour movie smashed into two hours and fifteen minutes. What it needs, especially in these Coruscant scenes, is some Lord of the Rings pacing, more time to breathe.
But then we come to the ending, the final thirty minutes, which I sincerely think is a masterpiece of cinema — four plot lines woven together into an intricate final battle that balances emotions perfectly, from devastation to thrill to heartbreak to exhilaration. We have Jar Jar with the Gungans battling the battle droids on a field; we have Amidala leading her troops into the palace to capture the Viceroy; we have Anakin accidentally flying a ship into space and fighting a battle; and we have Qui-Gon and Obi-Wan fighting Darth Maul. It’s such a long final battle, as long as the breakneck opening of the film, where Obi-Wan and Qui-Gon rescue the Queen, only it’s not a comedy anymore. It’s operatic now. And the truth is, I found this final sequence breathtaking; unlike the new Star Wars, Lucas lets his camera focus on one thing in each shot. There’s no crazy flashing lights, no hundred things happening, not too much CGI madness — just controlled balletic elegance. I’s a dance, and Lucas is the master choreographer, and it’s honestly a thrill to watch.
And this led me to the profound truth about the prequels: Star Wars is a ballet. Lucas doesn’t care about character arcs or about relateability, or recognizable human emotions. He’s interested in the thrill and aesthetic beauty of a fight sequence. Like ballet, therefore, Star Wars as Lucas envisioned it isn’t about giving us a realistic experience, about putting us in the experience of a character, like the new films attempt to do. Instead, we the audience are distant from the characters, watching as they dance in choreographed perfection across the screen. It’s the kind of beauty that modern film audiences perhaps have a difficult time appreciating, not a beauty that relies on relatable emotions or a mode of realism, but one grounded firmly in artificiality — the purely cinematic of beauty of sight and sound.
And then there is the way Lucas understands the symbolism of images. The gray, circular Trade Federation ships look very much like the pods we saw in the Senate in Coruscant, and at the end, after Anakin blows one up from the inside, having accidentally snuck his way in, we’re left with an image that Lucas lingers on: the destroyed Trade Federation ship, with the central ball blown up and the surrounding ring floating as a wreckage in space, looking eerily like a pod from the Galactic Senate. This, I would argue, is Lucas giving us the whole trilogy in visual form: Anakin blowing up the Republic from the inside out. What young, innocent Anakin does to that ship is a visual echo of what happens in the prequel trilogy on a grander scale.
Now tell me, is there any single image from the J.J. Abrams films that comes close to having that level of visual power?
After the battle, we get a brief epilogue, first involving Qui-Gon’s funeral. And it must be said, whatever else one thinks of The Phantom Menace, it did give us Qui-Gon Jin, one of the most interesting characters of the Star Wars franchise. He is not in any other film, but he dominates this one, and Liam Neeson plays him in an iconic performance, creating the archetype for so many of his future roles. Lucas seems to recognize Neeson’s essential contribution, as the film lingers for a relatively long shot at his funeral. It’s a Homeric moment to see the funeral of the protagonist, like Achilles at the end of the Iliad, and it’s a reminder that Qui-Gon really was the tragic hero of this film, a character who’s hubris led him to his demise, and also implicitly the demise of the Republic. It elevates Lucas’s film to the level of myth.
Finally, then, we get the wonderfully ironic ending, celebrating the pyrrhic victory of Amidala and the Naboo. First, she greets Palpatine, who stands across from her and says “together we shall bring peace and prosperity to the republic,” while in between them stands little Anakin. And then, there’s the silly Gungan victory march through the streets of Naboo , with Jar Jar and Boss Nass riding through the streets and then ascending the stairs. It’s a visual echo of the end of A New Hope, when Luke, Han, and Chewbacca got their medals, but this time, once again, we’ve returned to Lucas the comedian, Lucas the ironic. After all, how stupid is it that it’s Jar Jar and Boss Nass ascending the stairs — two characters who didn’t really do much at all. Celebratory victory music is playing (which many have noted is a happy variation of the Emperor’s theme from Return of the Jedi) — and Boss Nass, the silliest character in the movie, takes the glowing energy orb from Amidala, holds it up, and shouts “PEACE!”
Of course, we know what’s coming — how Anakin will turn to the Dark Side, become Vader, destroy the Republic. And so, this scene becomes grimly, almost comically ironic, ultimately a testament to the genius of George Lucas, who’s now using the trappings of a happy ending to troll us. We’ve seemingly returned here to the adventure-comedy that began the film, the planet saved, the Federation defeated, the Gungans and the Naboo having learned a valuable lesson about friendship — except there’s the now undeniable sinister meta-undertone. It’s a fittingly layered end to a film that’s far deeper than we give it credit for.