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

Jedi! Lightsabers! Taxes? This week, Chris tests Lizzie’s midi-chlorians (and patience) with George Lucas’ polarizing return to Star Wars. Was Lucas a victim of his own success, or were we all victims of his divorce? Plus, how Michael Jackson and Denzel Washington were nearly canon, and more! CORRECTIONS: *Doctor Dolittle was release in 1967, not 1976, as Chris mistakenly stated. Hosted on Acast. See acast.com/privacy https://acast.com/privacy for more information.

Speaker names marked ? are inferred from speaking time and the show’s known hosts — they are not voice-verified.

• 0:00Speaker 00

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• 0:32Chris Winterbauer?

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• 1:43Lizzie Bassett?

  Hello, dear listeners, and welcome back to What Went Wrong? The movie history podcast that just so happens to be about movies. I tried to do Chris's intro and I can't remember exactly what it is.

• 1:55Chris Winterbauer?

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

• 1:58Lizzie Bassett?

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

• 2:00Chris Winterbauer?

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

• 2:02Lizzie Bassett?

  To come into this episode with.

• 2:05Chris Winterbauer?

  Oh, we're gonna start off blades drawn, huh? On old, on old Phantom Menace here.

• 2:09Lizzie Bassett?

  I'm not saying that. I'm just saying come in a little loose. Come in, come in having fun, because you're not gonna have that much fun in watching this movie.

• 2:17Chris Winterbauer?

  Oh, wow.

• 2:18Lizzie Bassett?

  Or maybe you are. I don't know.

• 2:20Chris Winterbauer?

  All right.

• 2:21Lizzie Bassett?

  Okay, in all seriousness, can't wait, very excited. I am one of your hosts, Lizzie Bassett, here as always with my other host, Chris Winterbauer. And Chris has brought us, I think, a very troubled production that we're gonna talk about today. Chris, what is it?

• 2:36Chris Winterbauer?

  We are talking about 1999's Star Wars, Episode One, The Phantom Menace. A polarizing film, the fourth entry into the Star Wars saga. Lizzie did send me a couple of texts that I do think bear reading.

• 2:54Lizzie Bassett?

  Uh oh.

• 2:55Chris Winterbauer?

  Chris, this movie is bad, was the first one. And then, misa heza this movie. Which was kind of more Mario than Jar Jar.

• 3:06Lizzie Bassett?

  You're really outing me.

• 3:07Chris Winterbauer?

  Lizzie, before we get into your re-watch position. And I would like to be clear, this is not going to be a dunk on The Phantom Menace episode. I'm extremely excited to talk about everything that went into making this movie.

• 3:20Lizzie Bassett?

  There also was fun stuff in this movie.

• 3:21Chris Winterbauer?

  I agree. Lizzie, had you seen The Phantom Menace before? And perhaps more importantly, could you just walk us briefly through your relationship to Star Wars, generally speaking?

• 3:30Lizzie Bassett?

  Sure. Yes, I had seen this. I saw this in theaters when we would have been, what, 10 years old?

• 3:36Chris Winterbauer?

  Yep.

• 3:37Lizzie Bassett?

  And I think that's the only time I have seen this. So I had the sort of cultural touchpoints of, you know, Jar Jar Binks and Ewan McGregor's little rat tail in my head. But other than that, I like really did not remember the plot. And I still couldn't tell you what the plot was, and I just watched it. So it's very complicated. It involves a lot of politics. Did not remember that. And I think if I had a better attention span when I was watching this, I'm gonna blame TikTok. I'm gonna blame all of you making videos on TikTok as to why I couldn't understand what was happening in The Phantom Menace. And then, in terms of my relationship.

• 4:14Lizzie Bassett?

  Relationship to Star Wars, I do love, I guess I can't say the original three films.

• 4:19Chris Winterbauer?

  Sure you can.

• 4:20Lizzie Bassett?

  Four, five and six.

• 4:21Chris Winterbauer?

  But that's the original three films.

• 4:23Lizzie Bassett?

  Yes, I do love those. I grew up watching, which is the one with the garbage disposal and the snake monster?

• 4:31Chris Winterbauer?

  That's the first one.

• 4:31Lizzie Bassett?

  Maybe I've seen that.

• 4:35Lizzie Bassett?

  But yeah, I love the original trilogy. I enjoyed when we covered it. And I think my core issue as we extend beyond the original three is that what seemed to drive those the most was story and what seems to drive everything from there on out is world building. And I am much more of a fan of the former than I am the latter, but if you love the world building, that's great.

• 5:01Chris Winterbauer?

  I think that's a very astute observation. I was raised on the VHS re-releases of the original trilogy. Lizzie, that's probably what you grew up watching as well. We will be discussing those. I particularly loved Return of the Jedi as a kid, which I know a lot of real Star Wars fans hate on for the Ewoks. Again, we'll get to that.

• 5:21Lizzie Bassett?

  Oh, they're so cute.

• 5:22Chris Winterbauer?

  I also really liked the theatrical special edition re-releases of the originals. That was in 1997. That was my eighth birthday party, January of 97. And I was beyond excited for The Phantom Menace. I was, again, 1999, an incredible year for film, and I was so excited that there was going to be a new Star Wars movie. And I had a similar experience. The movie, it's not that I disliked it, but it didn't quite feel like a Star Wars movie to me.

• 5:48Lizzie Bassett?

  Yeah.

• 5:48Chris Winterbauer?

  And when you mentioned it was confusing, it was definitely confusing to 10 year old Chris, and it's a little hard to track for Swiss cheese brain TikTok Chris now. And I mean, I think from the minute you see that second line in the title crawl, and I'll read it. "The taxation of trade routes to outlying star systems is in dispute."

• 6:07Lizzie Bassett?

  Yes.

• 6:07Chris Winterbauer?

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

• 6:13Lizzie Bassett?

  Yeah, as a long crawl at the top of this, there's a lot of information about a trade war that I was not ready for.

• 6:20Chris Winterbauer?

  There's a lot of info at the beginning of all of these films, but I think in previous films, it had felt more seamless than it did in this one. For very specific reasons, we'll get into.

• 6:29Lizzie Bassett?

  Great.

• 6:30Chris Winterbauer?

  There are a lot of things, Lizzie, as you mentioned, that I really appreciate about the film, especially upon rewatching it. I think some of the CGI and puppetry holds up very, very well, although some of it has been updated since, and we'll talk about that, too. The final lightsaber duel with Darth Maul, I still think is-

• 6:48Lizzie Bassett?

  Is great.

• 6:49Chris Winterbauer?

  And John Williams' score-

• 6:50Lizzie Bassett?

  Amazing.

• 6:51Chris Winterbauer?

  The film sparked backlash, as we'll get to, although not initially as much as I remember. I think it's something that very much snowballed.

• 7:01Lizzie Bassett?

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

• 7:07Chris Winterbauer?

  He's great.

• 7:07Lizzie Bassett?

  He's great. He's honestly, he's the only one that is pulling it off. I mean, outside of the legacy characters who obviously know what they're doing and have done it a million times, but you like Palpatine, C-3PO and all that, but he is just like, he's doing it. Doesn't matter what's coming out of his mouth. I believe it. I'm on board. Even Ewan McGregor in this. I was like, I love Ewan, and he's not, he's not doing it.

• 7:33Chris Winterbauer?

  I think-

• 7:33Lizzie Bassett?

  And then they kill Liam Neeson.

• 7:35Chris Winterbauer?

  Yeah. Well, we'll get into some writing choices. Big picture. This is very much a movie that caused a very clear divide in the Star Wars fanbase. And broadly speaking, and this is very broadly speaking, it caused a divide between the Gen X fans, who had seen the originals in theaters, and also some boomer fans, and millennials, who'd kind of come up with the VHS re-releases, the special editions, and then obviously the prequels, which they saw, like I did, when they were nine, 10 years old or so. It seems like, especially at the time of the release, millennials quite enjoyed the film, as opposed to Gen X, who, well, let's let Patton Oswalt explain how he felt about the original films, in a fun little clip, in which he describes what he would do if

• 8:20Chris Winterbauer?

  he had the ability to travel through time.

• 8:22Speaker 03

  I had this really sad realization. I was thinking the other day about a time machine. If I had a time machine, you know, because I'm really into history, like, would I go back and witness something, like, find out who Jack the Ripper was, or stop the Kennedy assassination? And the first thing I thought of doing, if I actually had a time machine, is I would go back to around 1993 or 94 and kill George Lucas with a shovel. That was the first thing that came to my mind.

• 8:50Speaker 03

  And stop him from making the prequels. That's how I would try to save history.

• 8:55Chris Winterbauer?

  So that is very much going to be consistent with a number of the reactions of that generation to these films. In many ways, I think this is a movie that George Lucas tried to run away from for a long time. It's a movie that arguably revealed the toxic underbelly of fandom for the first time, at least in terms of the internet. And it serves as proof that the most valuable collaborators are often the ones that are willing to disagree with you. But Lizzie, today, I hope we can answer the question that 10-year-old Chris asked himself all those years ago. Why doesn't this quite feel like a Star Wars film as I remembered them? Did something go terribly wrong, like the title of our podcast? Or did everything go according to plan?

• 9:39Lizzie Bassett?

  Oh, shit. Let's find out.

• 9:43Chris Winterbauer?

  All right, guys. This is going to be a two-part episode. The first episode is going to cover everything up until and into a little bit of production. And then the second half, we're going to be talking about production and all of the release fallout of the film. I'm going to walk you through all of it. It's pretty gnarly.

• 10:00Lizzie Bassett?

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

• 10:09Chris Winterbauer?

  Sources used: George Lucas, A Life by Brian J. Jones, How Star Wars Conquered the Universe by Chris Taylor, The Secret History of Star Wars by Michael Kaminsky, Dan Brooks's oral history on The Phantom Menace, the official behind the scenes making of the film, and of course, dozens of interviews with Lucas, his collaborators, various contemporaneous articles, videos, and more. But those three books I mentioned are the primary sources I would recommend if you want more information. As always, the details. The Phantom Menace is a 1999 science fiction space opera written and directed by George Lucas, produced by his Lucasfilm, George Lucas and Rick McCallum. Distributed by 20th Century Fox, it stars, as Lizzie mentioned, the exceptional Liam

• 10:52Chris Winterbauer?

  Neeson, Ewan McGregor, Natalie Portman, Jake Lloyd, Ian McDermid, Samuel L. Jackson, Frank Oz, Ray Park, Ahmed Best, and many more. The IMDB logline for the film reads, "Two Jedi escape a hostile blockade to find allies and come across a young boy who may bring balance to the Force, but the long dormant Sith resurfaced to claim their original glory." Which is four plots in one movie.

• 11:18Lizzie Bassett?

  Yeah.

• 11:19Chris Winterbauer?

  It's quite disjointed. And now, if you are having a hard time remembering the film, or keeping up, or just need a refresher, please go listen to Weird Al Yankovic's "The Saga Begins," which, if you don't remember, is his incredible Star Wars parody sung to the tune of Don McLean's "American Pie." "I still know all the words. A long, long time ago, in a galaxy far away, Naboo was under an attack, and I thought me and Qui-Gon Jinn could talk the Federation." And anyway, it's amazing, and it goes through the entire plot of the movie, and you will remember everything that happens. And if you listen to it, you will get a fun payoff in part two of this coverage. All right, Lizzie, are you ready?

• 11:58Lizzie Bassett?

  I'm ready.

• 12:01Chris Winterbauer?

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

• 12:09Lizzie Bassett?

  Uh-oh.

• 12:10Chris Winterbauer?

  It would seem, based on what we know of George Lucas, that the mid-1980s should be the high point of his life. He was 40 years old, and over the past decade, had been responsible for not one, not two, not three, not four, but five smash hits at the box office, and he was completely burned out. Now, I'm not going to rehash Lucas's biography. Listen to our episode on Star Wars 1977 for that. But I do want to give a brief primer on his relationship with his first wife, Marcia Lucas, nay, Griffin, because it's extremely important to our story and the development of the prequels

• 12:55Chris Winterbauer?

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

• 13:01Lizzie Bassett?

  Nope.

• 13:01Chris Winterbauer?

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

• 13:08Lizzie Bassett?

  Okay.

• 13:08Chris Winterbauer?

  She did a lot more than that, as we'll learn. They met while working under legendary editor Verna Fields, Jaws, and many, many more.

• 13:17Lizzie Bassett?

  Yep.

• 13:18Chris Winterbauer?

  So Lucas was a film student at USC. He'd left Modesto, where he was from. He kind of strayed from this financially responsible path set out for him by his dad. His dad had a family stationery business, and he's going to make it in the movies. And Marcia Lucas, on the other hand, raised by a single mother in the valley, she- Joins the Film Editing Union and she's kind of coming up as an assistant editor. So you have like the auteur kind of hotshot going through film school and the more like studio system, blue collar worker and Marcia Lucas kind of coming up the other way. They get partnered on this documentary that they're brought in on with Verna Fields. They start editing together. George is like, hey, can you pass me that reel so I can cut it over here? And eventually, we're going to get a lot of that today.

• 13:59Lizzie Bassett?

  Great.

• 14:00Chris Winterbauer?

  They start dating, they fall in love. He is the introvert, she's the extrovert. They're very cute as a couple, too. He's like skinny as a bean with a big, big beard. She's very pretty.

• 14:11Lizzie Bassett?

  Oh, yeah. Marcia's a babe.

• 14:12Chris Winterbauer?

  She's very attractive. So they fall in love. He graduates from film school. He makes this movie THX 1138, which if you guys haven't seen it, is kind of a 1984-esque dystopian future film. And Warner Brothers distributes it. Warner Brothers hates it. It doesn't really make a splash at the box office. Even Marcia doesn't like it. She's like, it's very cold. And Lucas is like, nobody understands me. The studio doesn't understand me. And Marcia says, why don't you make something emotional? People like emotional movies. And he says, anybody can do that. People could do that blindfolded with their hands behind their back. And so she says, well, George, then do it. And he goes, fine. And so he makes American Graffiti, basically because she dares him to.

• 14:54Chris Winterbauer?

  And then the movie's not working and Marcia says, well, you've edited it all wrong. Let me edit it. Let me edit. And he says, no, no, Marcia, I know what I'm doing. And then eventually she gets 24 hours to edit the movie and she does, and it works. And even though the studio, Universal, doesn't like it, it makes an insane amount of money. And they go from like broke film school kids to millionaires, basically overnight. And it kind of proves that they're this really effective team, right? Like, he's deeply imaginative, obviously incredibly talented, but Marcia has this knack for seeing the parts of the story that really matter.

• 15:29Lizzie Bassett?

  Yeah, that makes a lot of sense. I'm remembering now our episode on Star Wars and it does seem like Mr. George Lucas, while incredible, incredible imagination, is not quite as good at determining the sort of like emotional drive of the story.

• 15:45Chris Winterbauer?

  Exactly. She's not just his spouse and editor, though, to give Marcia Lucas her due. She is an Academy Award-winning editor on her own. So she also cut Alice Doesn't Live Here Anymore and Taxi Driver for Martin Scorsese.

• 16:00Lizzie Bassett?

  Whoa.

• 16:01Chris Winterbauer?

  Yep. And as John Milius, who, if you guys don't remember, wrote Apocalypse Now, and this is all kind of this crew, right? Coppola was kind of the mentor with Milius, and then Lucas, Spielberg, everyone's coming up underneath them, De Palma. So Milius said she was a stunning editor, maybe the best editor I've ever known in many ways. She'd come in and look at films we'd made, like The Wind and the Lion, for instance, and she'd say, "Take this scene and move it over here," and it worked. And it did what I wanted the film to do, and I would never have thought of it. And she did that to everybody's films, to George's, to Spielberg's, to mine, and to Scorsese's in particular. So Lucas then does Star Wars. Marcia eventually comes in after he fires his first editor, along with Richard Chu and Paul Hirsch, and of course, the rest is history.

• 16:44Chris Winterbauer?

  They help him trim the fat, they streamline the movie, kind of find the human moments. And if American Graffiti propelled him into Hollywood royalty, Star Wars sent them into space. And of course, it also nearly killed George Lucas, as we discussed in our coverage of Star Wars: A New Hope. Lucas had to be taken to the hospital at some point during production by Marcia with chest pains, and this is the beginning of a long list of health problems that he'll deal with. It's around this time that he swears off directing. He's fallen out of love with it. And at some point during this rough period, he and Marcia have also started to try to have a family and have been struggling with infertility.

• 17:24Lizzie Bassett?

  Oh, no.

• 17:25Chris Winterbauer?

  And it's at this point that a really important decision is made. So it seems, based on interviews given at the time, that Lucas initially was ready to walk away from Star Wars, and that at least at some point, the plan was do the first film and then hand the franchise over to the studio. And basically say, like, "I'm gonna sit back, take a big percentage of the gross." Easier said than done. As Lucas has later said, he's described Star Wars as his children, and he fell in love with Star Wars even as he fell out of love with directing. And the profits of the first film gave him this unique opportunity that's going to be a theme throughout all of this, which is total control. If he had enough money, he wouldn't have to answer to the studios anymore. And so basically, George Lucas is like, can

• 18:09Chris Winterbauer?

  I be the world's first big-budget independent filmmaker? And Star Wars has given him that opportunity. So he does Empire Strikes Back under Lucasfilm. It's an independent film. I know the 20th Century Fox logo is at the front. Lucas funded that movie himself. So he does it with a new hope. He takes out a bank loan. He expands ILM. And Marcia, it seems, is a little perplexed. There's this quote from her. She says, "For someone who wants to be an experimental filmmaker, why are you spending this fortune on a facility to make Hollywood movies? We edited THX in our attic. We edited American Graffiti over Francis's garage. I just don't get it, George." And so while he's doing all of this, she's helping him design the interior of Skywalker Ranch. And even though Lucas says

• 18:54Chris Winterbauer?

  he's trying to step away from Star Wars, for example, Lawrence Kasdan comes in to co-write Empire Strikes Back.

• 18:59Lizzie Bassett?

  Right.

• 19:00Chris Winterbauer?

  Erwin Kirchner, his film school professor, directs it. He continues to get sucked back in. Empire goes over budget. He's got ulcers, chest pains. And then he and Marcia adopt a little girl in 1981 named Amy. It sounds like they had some baby bliss, but they were still very isolated socially, basically. It seems like George is a workaholic and he's an introvert. And so Marcia would either end up like with him on set and then at the hotel room. And then she was trying to get him to take up healthier hobbies like exercise and skiing, and he just wasn't going anywhere. And there's a quote from her at the time, "From time to time, we have parties if a friend is getting married, or two to three times a year, we have six or eight close friends over for dinner, and then we go see a movie in the projection room." End quote.

• 19:42Lizzie Bassett?

  Wow.

• 19:43Chris Winterbauer?

  So he takes on a more hands-on approach with Return of the Jedi, which we'll get to. And then he's also writing and producing Raiders of the Lost Ark at the same time. And his health's deteriorating, develops chronic headaches and dizziness. And so sometime in mid-1982, right at the peak of all of this, this is right after Empire came out, right when Raiders is coming out, basically during production of Return of the Jedi, Marcia says, "I want a divorce." And he's 39 years old. And according to Lucas is just blindsided. And I'll play a quick clip of him from 1999 discussing the divorce.

• 20:21Speaker 04

  You were crushed by this.

• 20:23Speaker 05

  Yeah, it was very hard. The divorce kind of destroyed me. And it took me, did take me a couple of years to sort of unwind myself and come out of it.

• 20:30Speaker 04

  You didn't see it coming.

• 20:31Speaker 05

  Uh, no, no, I didn't.

• 20:32Speaker 04

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

• 20:36Speaker 05

  He was 10 years younger than I was. It's one of those classic divorce situations.

• 20:41Speaker 04

  Uh-oh.

• 20:42Chris Winterbauer?

  All right. The way that that quote is teed up by Leslie Stahl, the interviewer, I think is intended to get the most salacious response possible. Marcia Lucas, maiden name Griffin, Marcia Griffin, did go on to marry Tom Rodriguez, a designer who had worked on stained glass at Skywalker. But she contests Lucas's assertions that things had been good in any way. She says that they had been increasingly strained and that Lucas refused to go to marriage counseling in an attempt to make things better. So who knows exactly what happened? What we do know is that Lucas was a workaholic and he was managing the biggest trilogy on the planet and the second biggest trilogy on the planet with Indiana Jones.

• 21:23Chris Winterbauer?

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

• 21:42Lizzie Bassett?

  That's nuts. You can't, you can't maintain that as one person. Or you can, but you just have to give up every other element of your life.

• 21:49Chris Winterbauer?

  Which is, I think, what happened. So he lost his spouse, obviously, but I think even Lucas would probably say he also lost his closest collaborator. As Marcia once said, "I don't think George is real close and intimate with anyone but me. I've always felt that when you're married, you have to be the wife, mother, confidant, and lover. And I've been all of those things to George. I'm the only person he talks to about certain things." And if you watch interviews with him, it's not as if he's, you know, completely quiet. He's very well spoken, but there is a reservedness, I think, to him. And I don't get the sense he likes to be emotional, just in watching many interviews with him. Now, this wasn't the only kind of critical relationship that fell apart during this time.

• 22:33Chris Winterbauer?

  Lucas's producer, Gary Kurtz, who had produced the first two Star Wars films with him, left early in pre-production on Return of the Jedi. So Kurtz did not agree with Lucas's desire to change the third film into a more kid-friendly action film with a fairy tale ending.

• 22:47Lizzie Bassett?

  Hmm.

• 22:48Chris Winterbauer?

  Kurtz wanted to continue the story in the darker direction of The Empire Strikes Back, which had been actually controversial at the time. I know it's been reevaluated as the greatest Star Wars film of all time, but people were a little jarred by the tone initially. And Kurtz felt that toy sales were driving creative decisions. For example, Lizzie, we talked about the Ewoks at the very beginning. Initially, that was not an Ewok planet. It was a Wookiee planet, where there was an armed rebellion and resistance, but it's harder to sell Wookiee plush dolls than it is to sell Ewoks.

• 23:17Lizzie Bassett?

  Right.

• 23:18Chris Winterbauer?

  They also brought back the Death Star, which Kurtz felt like was creatively retreading the territory they'd been exploring in the first film. And more importantly, Kurtz and Harrison Ford wanted Han Solo to die, which he was supposed to in the original treatment. Ford's like, "God damn it, George, just kill me."

• 23:35Lizzie Bassett?

  Kill me.

• 23:37Chris Winterbauer?

  But Lucas said no. And according to Harrison Ford, George didn't think there was any future in dead Han toys. So basically, Gary Kurtz politely has later said, "They were making decisions based on the toy business, not the movie business." It's unclear if Kurtz was fired or if he left, but...

• 23:54Lizzie Bassett?

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

• 24:03Chris Winterbauer?

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

• 24:10Lizzie Bassett?

  That's true, yeah.

• 24:12Chris Winterbauer?

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

• 24:18Lizzie Bassett?

  Wow.

• 24:19Chris Winterbauer?

  They had on television-based toy merchandise, but the problem was, films were viewed as too ephemeral. It was too hard to get the toys produced overseas and shipped back to the US in time for the premiere of the film. We have to cover this now because we covered the original, but the toys that were created for 1976's version of Dr. Doolittle.

• 24:40Lizzie Bassett?

  Oh, God.

• 24:41Chris Winterbauer?

  Resulted in $200 million of unsold merchandise.

• 24:46Lizzie Bassett?

  $200 million?

• 24:48Chris Winterbauer?

  $200 million, yeah, in 1976.

• 24:52Lizzie Bassett?

  Oh, somebody got fired for that.

• 24:54Chris Winterbauer?

  I think they just killed a lot of people involved, buried them in the desert, along with all of the Atari games made for ET that nobody bought, which they literally buried in the New Mexico desert.

• 25:08Lizzie Bassett?

  Yeah, that's right. I forgot about that.

• 25:10Chris Winterbauer?

  So Kenner Toys, which created the Easy Bake Oven, took a flyer on the Star Wars films, and it was the bet of a lifetime. By 1985, there were more Star Wars figurines on the planet than there were American citizens.

• 25:29Chris Winterbauer?

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• 26:14Chris Winterbauer?

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• 28:12Chris Winterbauer?

  Return of the Jedi opened wide on May 23rd, 1983, to more mixed reviews than prior films. People called it childish. Lucas has long said the movies are for children. They said it was designed to sell toys or show off special effects. Lucas was trying to sell toys and show off ILM's special effects. And it should be noted that none of that mattered because it was a giant financial success. It was breaking records left and right. Biggest opening day, opening week, biggest film of the year. By the time Lucas was 40, he was responsible for four of the top five highest grossing films of all time.

• 28:50Lizzie Bassett?

  That is insane. How much, how much money is he worth at this point? Just all of it?

• 28:55Chris Winterbauer?

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

• 28:58Lizzie Bassett?

  Oh my god.

• 29:00Chris Winterbauer?

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

• 29:06Lizzie Bassett?

  Sure.

• 29:07Chris Winterbauer?

  So those films, obviously, were A New Hope, which had been the highest grossing film of all time when it was released, Empire Strikes Back, which was the second highest grossing, Return of the Jedi, third highest grossing, and Raiders of the Lost Ark, uh, fourth highest grossing. Those all got pushed down a peg when ET became the highest grossing. And of course, that was Spielberg. So basically Spielberg and Lucas controlled everything. But as we mentioned, all of this came at a terrible cost. As Lucas later said, "The sacrifice I've made for Star Wars may have been more than I wanted. It's an interesting choice I made, and now I'm burned out. In fact, I was burned out a couple of years ago, and I've been going on momentum ever since. Star Wars has grabbed my life and taken it over against my will. Now I've got to get my life back before it's too late." And there are actually a lot of really sad quotes about how he never sees his daughter.

• 29:52Lizzie Bassett?

  Oh.

• 29:52Chris Winterbauer?

  He wants to see this child grow up. And he really almost describes it as a Faustian bargain at the end of the day. Add insult to industry, salt into the wound, he gets a manuscript for a book called Skywalker, which is a biography written by Dale Pollock in December of 1983. So he's in the middle of his divorce, and he feels that the book is really inaccurate and unfair. One of the big gripes in the book is Pollock apparently describes him as cheap, which is something that had followed him on Empire. He had been really trying to keep the budget down because it was his own money, obviously. And Lucas got very upset, saying, "Look, I am cheap when it comes to making movies. I want to keep the budget down, but I'm actually very generous to people in my life."

• 30:32Chris Winterbauer?

  And I think that another issue that Pollock mentions was that there was a bit of a rift at this point between Lucas and Coppola. They had both apparently given interviews about the other. And each thought it was off the record and it may have stemmed from, again, Coppola went broke at the same time that Lucas went broke on Empire. Coppola asked Lucas for money. Lucas said, I have no money. I'm broke. Coppola's like, you made Star Wars. You're richer than God. You're just lying to me to avoid giving me money. And Lucas was like, no, I'm actually afraid I'm not going to make payroll next week. Again, this stems from Dale Pollock and some interviews that he's given. So take them with a grain of salt. And obviously, George Lucas and Francis Ford Coppola are fine now. Coppola presented Lucas with an honorary Palme d'Or at Cannes Film Festival this last year, I believe.

• 31:17Chris Winterbauer?

  But it seems things may have gotten a bit tense for the two men in the mid 1980s. So Lucas finishes the book with Pollock and he says, I will never do this again. I will control everything that's written about me. And again, this theory of control comes into play. So Temple of Doom wraps, which is a movie that like, kind of reflects Lucas's dark state of mind. December of 1984, he and Marcia officially split. Lizzie, any guess how much money she walked away with from this divorce?

• 31:47Lizzie Bassett?

  I hope she got a lot. Uh, mm, $20 million.

• 31:51Chris Winterbauer?

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

• 31:56Lizzie Bassett?

  I hope Marcia has a very nice house.

• 31:59Chris Winterbauer?

  I'm sure she does. She retired.

• 32:01Lizzie Bassett?

  Yeah.

• 32:02Chris Winterbauer?

  So Marcia basically retired at age 38 as a result.

• 32:06Lizzie Bassett?

  If I got $30 million, you'd never see me again. I'm not doing any jobs.

• 32:11Chris Winterbauer?

  Fair. It wouldn't take 30 to get me there. I'm telling you that much.

• 32:14Lizzie Bassett?

  No, it would not.

• 32:16Chris Winterbauer?

  Let's see how much 3 can do for us here. So in February of 1984, Lucas fires Lucasfilm President and CEO Rob Grieber. And he puts himself in charge, at least in the short term, and basically pours himself into running the empire that has cost him everything at this point. He says, I'm not going to direct anymore. I'm done directing. I don't want to write. I just want to produce and develop technology. And that's largely what he does for the next 10 years. So for much of the rest of the 1980s, he resists Star Wars, even though- It's always present. Construction on Skywalker Ranch is entirely supported by Star Wars merchandising and licensing.

• 32:59Chris Winterbauer?

  And Lucas did write and produce a couple of TV movies about Ewoks, a couple of cartoons about droids. But he didn't want to make another movie, right? And he's doing these interviews and everybody always asks him, when are you gonna do another Star Wars? When are you gonna do another Star Wars? Even his employees are asking, like, when are you gonna do another Star Wars, George? And he's like, you know, I have some ideas, but I don't know. It's just not the right time for Star Wars. And so in 1985, the merchandise money starts to dry up. Believe it or not, Lizzie, the world actually got oversaturated with Star Wars at a certain point in time.

• 33:32Lizzie Bassett?

  Yeah, you mentioned there were more Star Wars dolls than there were humans. So I would say, yeah, they were done.

• 33:40Chris Winterbauer?

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

• 33:50Lizzie Bassett?

  Yeah.

• 33:51Chris Winterbauer?

  And it continued to fall after that. Kenner comes back and they're like, we need a new villain and storyline. And they gave him some ideas and George said, no, he wasn't interested. So they canceled the Star Wars line, which ironically was called Star Wars Forever. So then the newly installed Lucasfilm CEO Doug Norby says, hey, why don't you make another Star Wars movie? Cause you know, financially it would behoove all of us.

• 34:14Lizzie Bassett?

  Oh no, this poor guy.

• 34:16Chris Winterbauer?

  I know. And again, Lucas is like, no, no, we don't need Star Wars. And so then in May of that year, Marvel stops producing their Star Wars comic. All the cartoons wrap by the end of 1986. And Star Wars is kinda out of the public eye by 1986. And Lucas just keeps producing to very mixed results. Lizzie, we covered Howard the Duck, 1986.

• 34:42Chris Winterbauer?

  Any thoughts?

• 34:44Lizzie Bassett?

  It has duck boobs in it.

• 34:46Chris Winterbauer?

  It does.

• 34:47Lizzie Bassett?

  It has.

• 34:48Chris Winterbauer?

  Duck condoms.

• 34:48Lizzie Bassett?

  Yeah, sexually explicit movie about a humanoid duck creature.

• 34:53Chris Winterbauer?

  Star Wars is for children. Howard the Duck is not.

• 34:55Lizzie Bassett?

  Howard the Duck is not. I won't say it's, it's not, not a good movie.

• 35:01Chris Winterbauer?

  It's entertaining.

• 35:02Lizzie Bassett?

  Yeah.

• 35:03Chris Winterbauer?

  He did make some very good ones here, but none of them were particularly financially successful. So we had Labyrinth, which I quite enjoy.

• 35:09Lizzie Bassett?

  I love Labyrinth.

• 35:11Chris Winterbauer?

  It wasn't a big box office hit. He did produce a Coppola movie. I'm not sure if you've seen this. I really liked it. It's called Tucker, A Man in His Dream.

• 35:17Lizzie Bassett?

  No, I have not.

• 35:18Chris Winterbauer?

  Jeff Bridges plays Preston Tucker. He made an automobile in the late 1940s that was very good, but for various reasons it didn't work. Willow, which Ron Howard directed, and I quite like.

• 35:28Lizzie Bassett?

  Fun.

• 35:28Chris Winterbauer?

  That was actually commercially successful. And then, of course, The Land Before Time, which I really liked.

• 35:33Lizzie Bassett?

  Oh, traumatizing.

• 35:35Chris Winterbauer?

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

• 35:46Lizzie Bassett?

  Pixar.

• 35:47Chris Winterbauer?

  Yeah, Pixar. Do you remember who he sold it to?

• 35:50Lizzie Bassett?

  No, is it? Wait.

• 35:51Chris Winterbauer?

  Steve Jobs.

• 35:52Lizzie Bassett?

  Oh.

• 35:54Chris Winterbauer?

  Yeah, 1986, for I believe a few million dollars. It was not a super high payout. And then he asked Marcia if he could spread the divorce payments out because he had to make payroll across all of this business.

• 36:05Lizzie Bassett?

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

• 36:08Chris Winterbauer?

  Maybe. But he was focusing more on family. He adopted two more children in 1988, 1993, respectively. And he dealt with tragedy in his own life. His mother and father passed away in 89 and 91. And it's, Marcia described him as very close to his parents. So that obviously, I'm sure was very tragic for him.

• 36:27Lizzie Bassett?

  Did they? It sounds like he and Marcia did stay on somewhat good terms. Is that wrong?

• 36:32Chris Winterbauer?

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

• 36:37Lizzie Bassett?

  Okay.

• 36:37Chris Winterbauer?

  She has recently given a couple that I listened to, actually one from this year, True Film West. You could look it up on YouTube. And she speaks very highly of him, especially creatively. All of her interviews she does, she talks about, you know, kind of what a brilliant mind he was and what a good director. And again, She's not sugarcoating it. She's very critical of the prequels, for example. He basically erased her from the history books of Star Wars, it seems.

• 37:01Lizzie Bassett?

  Interesting.

• 37:02Chris Winterbauer?

  Or at least permitted it in terms of what other people were writing inside of Lucasfilm about kind of how the films were made. So there were a number of books published about the making of that basically only included passing references to Marcia.

• 37:16Lizzie Bassett?

  Wow.

• 37:16Chris Winterbauer?

  Even though she, it's not as if there would be no Star Wars without her, but she was responsible for a lot of, you know, the success of the films, I would argue. So I have no idea what their relationship is like now, but it seems like it was pretty cold at this point in time.

• 37:30Lizzie Bassett?

  Okay.

• 37:31Chris Winterbauer?

  So 1987, 10 year anniversary of Star Wars, and maybe Lucas gets a little bit of an inkling, a feeling of the Force in the air. Starlog magazine asks him to host a convention. And Lucas is like, no one's gonna come to that. And they're like, just come out, George. Come on the last day. He gets up on stage and there's 9,000 fans crammed into this hall. And he's like, oh, I thought there were only seven of you here. That's an actual quote. Then Mel Brooks's Spaceballs comes out that June, which even though it wasn't a big hit, it kind of reignites public interest. And then, although the Star Wars fan club and its newsletter shut down that winter, Lucas promises to revive them once he makes more movies.

• 38:17Chris Winterbauer?

  That's the quote. So people are like, oh, George might make some more movies. So 1988, Bantham Books proposes a new Star Wars book to Lucas. He was kind of like eh for a year, and then he says, okay, fine, but only if there's sequels. So it's like, oh, he's thinking about prequels, because he doesn't care about the sequels. So then, Heir to the Empire, a book I've never read, set five years after Return of the Jedi releases in 1991. The author Timothy Zan is like, no one's gonna read this. Star Wars is not in the public consciousness. It's an instant hit. New York Times bestseller for 29 weeks.

• 38:54Lizzie Bassett?

  Wow.

• 38:55Chris Winterbauer?

  A Star Wars novelization sequel.

• 38:59Lizzie Bassett?

  People love it.

• 39:00Chris Winterbauer?

  It's a new dawn for Star Wars. So more books follow in 92 and 93. And everybody realizes there's more money to be made here. Dark Horse launches a new line of comics. Micro Machines starts pushing out new playsets, re-releases of all the original toys. New video games are getting released. Everything's flooding the market. People are interested in Star Wars. And at the same time, George Lucas is rediscovering his passion for directing and filmmaking by way of a TV series called The Young Indiana Jones Chronicles. Lizzie, have you ever seen this show before?

• 39:34Lizzie Bassett?

  No.

• 39:35Chris Winterbauer?

  It only ran two seasons, but it did win 10 Emmy Awards. And it was actually very popular and it was very educational. So in every episode, a young Indiana Jones would meet and learn from a different famous historical figure.

• 39:49Lizzie Bassett?

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

• 39:52Chris Winterbauer?

  It is. It's Wishbone Indiana Jones. And Lucas loves the process. It does three things for him. One, he loves writing the origins of Indy. So he loves filling in the backstory. He finds that very invigorating.

• 40:03Lizzie Bassett?

  Oh, does he ever?

• 40:04Chris Winterbauer?

  Oh, yeah. Did you want to know about when he was a little kid?

• 40:08Lizzie Bassett?

  No.

• 40:10Chris Winterbauer?

  He loved the style of production. He treated the project like it was one long movie and he edited it out of Skywalker Ranch while the footage was being captured around the world and sent to him. So he could just sit at his little, you know, headquarters and go, I need another angle on this one. And they would have to go do it for him. It's great.

• 40:28Lizzie Bassett?

  That's amazing.

• 40:29Chris Winterbauer?

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

• 40:37Lizzie Bassett?

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

• 40:39Chris Winterbauer?

  I agree. He experimented heavily with CGI with ILM. So there were nearly 100 CGI shots per episode. A lot of them were background replacements instead of matte paintings, increasing crowd size by multiplying, you know, play. Of people across the frame. And then third, he fell in love with this new team of collaborators. So not the people he'd worked on the original Star Wars films with. And this is costume designer Trisha Biggar, production designer Gavin Bouquet, editor Ben Burt, who was a Star Wars sound designer. I mean, probably one of the most famous sound designers of all time. Set decorator Peter Walpole, and perhaps most importantly, producer Rick McCallum, who we'll talk about. Now, Lizzie, at the same time as all of this, of course, Industrial Light and Magic is going through

• 41:23Chris Winterbauer?

  what's probably the CGI revolution at this moment.

• 41:27Lizzie Bassett?

  Right, that makes sense. We're around, what, like 93, 92, 93?

• 41:31Chris Winterbauer?

  92, 93, exactly. So I'll give you a couple of the 80s developments and then we'll hit the big one that I'm sure you're thinking of right now. So 1985, we've discussed this first fully CGI character in Young Sherlock Holmes, the 3D stained glass knight.

• 41:45Lizzie Bassett?

  Right.

• 41:46Chris Winterbauer?

  1987, a fully CG airplane squadron in the sky for Spielberg's Empire of the Sun, which is the Christian Bale movie. I actually rewatched it for this podcast. Really incredible camera work, aerial photography, really fun movie. Great Christian, young Christian Bale performance. Anyway, highly recommended. 1988, characters morphing into different animals in Willow. 89, human actors interacting with the CGI water alien tentacles in the abyss.

• 42:14Lizzie Bassett?

  Yep, check out our episode on that.

• 42:16Chris Winterbauer?

  1991, the liquid metal T-1000 in Terminator 2. And then, of course, 1992, Spielberg is filming Schindler's List. Lucas steps in to help him oversee the CGI that ILM was creating for Jurassic Park. Of course, so listen to our episode on that. It brings tears to his eyes. He literally compares it to the invention of the light bulb. And his quote is, "That was the watershed of being able to create realistic characters using digital technology. So I thought about it again. I could do cities like Coruscant, I could do a pod race, I could do other things that up until that point had not been possible."

• 42:53Lizzie Bassett?

  It's so fascinating, though, because Jurassic Park really still looks good. And I think it still looks good because it's not entirely CG. Like, it is the mix of practical and CG that I think when that's done with like just the right touch, it looks incredible, it stands the test of time. Full CG still does not look amazing to me.

• 43:19Chris Winterbauer?

  I agree. Lucas sees it. He realizes the technology has caught up. I can finally do the Star Wars I wanted to do in 77.

• 43:27Lizzie Bassett?

  No.

• 43:28Chris Winterbauer?

  But couldn't. So Lucasfilm Fan Club Magazine, summer of 92, Lucas gives an interview. He confirms that he's going to start working at some point between 95 and 2000, those are the years, on what he calls "the first trilogy." The storyline will follow the adventures of a young Ben Kenobi and Anakin Skywalker, and it feels very similar, the way he describes it, to the young Indiana Jones project that he was working on. So it's an origin story.

• 43:58Lizzie Bassett?

  Okay.

• 43:59Chris Winterbauer?

  So on June 24th, 1994, Entertainment Weekly reports that Lucas, who's now 50, 10 years after Return of the Jedi, basically, was actively working on the next Star Wars film. Little did they know, Lucas had a lot more planned than that. Because it turns out, Lizzie, Lucas had never really moved on from Star Wars at all. He'd just been waiting for a chance to do it properly. And over the following five years, from 94 to 99, he'd give the world the Star Wars he'd always wanted to make. Whether or not they'd like it is an entirely different question.

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• 45:16Chris Winterbauer?

  So on November 1st, and you can see the video of this online, he officially starts writing episode one and he hired someone to come videotape him with the camera as he sat in his little studio. He's like, so the writing process begins and I, you know, I said, write it longhand. And it's very cute and it's called All You Need Is An Idea. And basically he goes back to the original treatments he'd written in the late 70s. And there's about 15 pages in there that have the backstories of a lot of these characters. And he's going to start building the story off of this. He's writing it by hand, paper and pencil. He's surrounded by books on storytelling and history and all these VHS tapes. And remember, he hates writing, like famously has said he hates writing.

• 46:00Chris Winterbauer?

  He wrote in 1974, he said, I'm not a good writer. It's very, very hard for me. I don't feel I have a natural talent for it. When I sit down, I bleed on the page and it's just awful.

• 46:09Lizzie Bassett?

  He said he hates directing too. George, what are you doing?

• 46:12Chris Winterbauer?

  He likes editing. He does. And he likes the technology, but yes, he has a hard time with that half of the creative process. But it seems like he had a much better time writing the new films because he didn't feel hemmed in in the way that he once did. He could write anything and he figured I could achieve it with CGI. Or because I'm paying for it, I don't have to worry about the studio saying no. So let's talk about this first draft that he wrote, because there are a few fun facts that would make for a very different movie and could speak to some of your thoughts, Lizzie, on the imbalance between Liam Neeson and Ewan McGregor, for example. So originally the movie was going to focus on a young Obi-Wan, and he considered making Anakin a teenager, not a nine-year-old. So it would have been much more similar to what we get in like Attack of the Clones, right?

• 46:57Chris Winterbauer?

  We have Obi-Wan maybe in his 30s and a 15-year-old Anakin Skywalker. Not what they ended up doing, but it seems like that was the original plan. Also, if you look in his notes, he says Anakin could be anywhere from nine to 20, back when he wrote the original kind of treatments back in the day. Pod racing was in from the get-go. He didn't know how it was going to fit in the movie, but he was like, I want to do basically Modesto drag racing in space, which sounds cool.

• 47:24Lizzie Bassett?

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

• 47:28Chris Winterbauer?

  It's very fun. Yeah. He claims that he wants to avoid heavy dialogue.

• 47:32Lizzie Bassett?

  He's, he's lying.

• 47:34Chris Winterbauer?

  I know.

• 47:34Lizzie Bassett?

  He's lying through his beard.

• 47:37Chris Winterbauer?

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

• 47:43Chris Winterbauer?

  It seems like he wanted to do something closer to THX 1138, right? The first film he did.

• 47:49Lizzie Bassett?

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

• 47:58Chris Winterbauer?

  I thought you were gonna say because you muted it while you were watching it. So, there's a lot of debate online, guys, about how much of the story was already thought out by the time he sat down to write it. I think Lucas himself has said, "Most of what was written in the 70s was stuff that he would use on Episodes 2 and 3, so Attack of the Clones and Revenge of the Sith, and Episode 1 needed a lot of padding," as he said, "to justify being a full feature film." So, that's your first indication that the first movie's a little bit of tap dancing to get you through the runtime in order to get to the next film.

• 48:32Lizzie Bassett?

  And it's so long.

• 48:34Chris Winterbauer?

  It is. And a lot of that is political maneuvering, specifically of Senator Palpatine and the Trade Federation you mentioned, Lizzie. You may have been wondering, where did all this come from? Any guesses?

• 48:45Lizzie Bassett?

  A trade war with China. I don't know. What is it?

• 48:48Chris Winterbauer?

  That's a better guess than what I came, found. That would make sense, especially based on some of the racial coatings of those aliens that we'll talk about later.

• 48:58Lizzie Bassett?

  I did not remember that.

• 49:00Chris Winterbauer?

  Yeah, we'll get to that in part 2. This is not a political podcast, but we must discuss a moment in political history. It obviously influenced George Lucas. On November 9th, 1994, Republicans took the House and Senate for the first time in 40 years. This was the Republican Revolution, midterm election response to Clinton's win in 1992. Their agenda, what they called "The Contract with America," includes tax cuts, and Newt Gingrich is the Speaker of the House. So meanwhile, Lucas creates a trade federation that gets into a dispute over taxes and names their leader Newt Gunray.

• 49:36Lizzie Bassett?

  Okay.

• 49:37Chris Winterbauer?

  So I think Lucas just was watching the news.

• 49:40Lizzie Bassett?

  He's just watching C-SPAN. All right.

• 49:42Chris Winterbauer?

  He's like, these Republicans, children would love this. You know? All right. January 13th, 1995, he's done 20 rewrites and revisions, and he has a rough draft that he's called "The Beginning", and some changes have been made. Obi-Wan is older now, he's in his 30s. He goes alone to solve the Trade Federation blockade. Qui-Gon shows up much later, he's a much more secondary character. Obi-Wan has the core relationship with Anakin. Anakin was more like an ominous young Buddha than an excitable drag racer. We got to that, too. Jar Jar Binks and all the Gungans spoke regular English, and Binks specifically was more wise and serious than comedic.

• 50:26Chris Winterbauer?

  Lucas is adamant that the film will cost $50 million, no more. For reference, "Return of the Jedi" costs $40 million in 1983.

• 50:36Lizzie Bassett?

  George.

• 50:38Chris Winterbauer?

  Lucas's desire is to shoot the trilogy back to back, which Lord of the Rings would do a few years later. Production is slated for 1997, they're hoping for a 98 release, and George Lucas is not going to direct this movie. He says, "I'm going to get somebody else to direct it." And in fact, he says, "I'm going to get somebody else to write it." In the spring of 95, he says, "I'm just going to polish these first drafts, and then I'm going to hand them off to somebody else to finish." And this is actually closer to what he did with the original trilogy. Obviously, he brought in Lawrence Kasdan and Lee Brackett for "The Empire Strikes Back", and Kasdan for "Return of the Jedi", and Marshall Lucas had been very involved in giving him feedback on the first film. According to producer Rick McCallum, they considered both Frank Darabont, obviously of "Shawshank Redemption" fame, and Jonathan Hales.

• 51:23Chris Winterbauer?

  Both had been writers for "The Young Indiana Jones Chronicles". Hales was eventually actually brought on to help write "Attack of the Clones", but for "The Phantom Menace", Lucas continued to write alone. Just George in his room with his pencil. And I think the issue is that he had all of the knowledge.

• 51:45Lizzie Bassett?

  Right.

• 51:47Chris Winterbauer?

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

• 51:53Lizzie Bassett?

  I get it. He built this world. This is, he's realizing that there's so much more enthusiasm about it than he thought. He's going back into it. Like, this seems like this thing that simultaneously both destroyed and kind of made his life. He's consumed by it. Totally understand not wanting to relinquish control of that.

• 52:11Chris Winterbauer?

  Exactly. He was the gatekeeper of the lore. But he was adamant that there would be a different director. Lizzie, it is confirmed that he asked three very well-known peers to direct this film. I'll give you three hints, one for each. One was arguably his closest industry friend, one was known for his work with visual effects, and one was a former child star.

• 52:37Lizzie Bassett?

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

• 52:41Chris Winterbauer?

  Okay.

• 52:42Lizzie Bassett?

  And a former child's Ron Howard for the third one?

• 52:46Chris Winterbauer?

  You got two out of three, and I thought you were gonna guess James Cameron for the second. It's Robert Zemeckis.

• 52:51Lizzie Bassett?

  Oh.

• 52:52Chris Winterbauer?

  I know, and it's, it's tough. James Cameron, based on my clue. Anyway, you did very well. Spielberg, Zemeckis, and Ron Howard, and none of them wanted to touch it.

• 53:01Lizzie Bassett?

  Yeah, not surprised.

• 53:02Chris Winterbauer?

  They said, "No thanks, George." Ron Howard later said, "I don't think anyone wanted to follow up that act at that time. It was an honor, but it would have been too daunting." I also think it's possible they knew how stressful Return of the Jedi had been for Richard Markwand. Markwand was, of course, the non-DGA director that Lucas brought in to direct Return of the Jedi. It's long been rumored that Lucas really ghost-directed that project. We will get to that when we cover Return of the Jedi. Regardless, what we do know about that project is that it was incredibly stressful for Markwand, and he may have suffered a bit of a breakdown in post-production as the pressures of Star Wars got to him. Long story short, Lucas realized if anyone was going to direct this movie,

• 53:46Chris Winterbauer?

  it was going to be him. So he pushes forward with his team from Young Indiana Jones, reminder of the names, production designer Gavin Bouquet, set decorator Peter Walpole, costume designer Tricia Bigger, editor Ben Burt, cinematographer David Tattersall, and producer Rick McCallum. And Lucas also has an entire army of the top computer graphics artists in the world by way of ILM to pull from. So speaking of, it was time to design a new Star Wars movie. And it wasn't just a big deal to the general public, Lizzie. This was an enormous deal for the employees of Lucasfilm and ILM, etc. I mean, they came to work for these companies largely because of Star Wars.

• 54:29Lizzie Bassett?

  Of course.

• 54:30Chris Winterbauer?

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

• 54:35Lizzie Bassett?

  I don't care about anything enough to feel like a good example, but no, yeah, of course, this is the most amazing opportunity for them.

• 54:41Chris Winterbauer?

  It would be like going to church and God says, we're starting the New Testament. And you'd say, great, I'm in. Where do we start? So Lucas, sorry to all of our religious pants, but that is, I think, what it felt like for a lot of these, a lot of these people. So he's writing the script. And while he's writing the script, he starts assembling his art department until he's got like a team of six or seven people and they're not working with a script. So Lucas is like, it's not an assembly line. I don't write first, then design, then shoot. I'm doing everything together. And the important people he brings in to our story, Doug Chang, art director, Terrell Whitlatch, concept artist, Ian McCaig, concept artist. They're all hired from ILM. They're brought into the project and it's

• 55:26Chris Winterbauer?

  a daunting project, right? I have to come in and design Star Wars. But they all have this advantage, they think. Star Wars already exists. I can pull from the original Star Wars movies, right?

• 55:39Lizzie Bassett?

  Yeah, just go pick some of those little aliens out of the bar, the Mosley Cantina, and then put them in there.

• 55:44Chris Winterbauer?

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

• 55:50Chris Winterbauer?

  We're gonna start over. And so basically, he says, we're going back 30 years to lay the foundation for all of that, to explain why the designs in the original trilogy look the way they do. So think about it like Star Wars was supposed to look like an old and aged, you know, empire, and he's gonna go back and show you what it was like when it was new. So Chang focuses on machines and environments. He didn't know if the things he was working on would be important or not. So for pod racing, he's like, I want two engines tethered together with a cockpit. He didn't know if it was gonna be a big scene in the movie or something that was just in the background. The advantage, though, was that the costume design and the concept art would influence Lucas while he was writing as well.

• 56:33Chris Winterbauer?

  So their ideas could make it into the script. Terrell Whitlatch, who sounds like she has a really interesting background, designed the animals and creatures that includes like Jar Jar Binks and Subulba. She was hired straight out of art school to work at LucasArts on video games, and she has a background in zoology. And so she had this deep understanding of animal anatomy, and her first job with ILM was actually Jumanji in 1994.

• 56:56Lizzie Bassett?

  Oh, very fun.

• 56:58Chris Winterbauer?

  Ian MacKag had worked on Terminator 2. He was assigned to do humans and their costumes, most famously Darth Maul and Queen Amidala.

• 57:07Lizzie Bassett?

  Her costumes are great.

• 57:09Chris Winterbauer?

  They are very good. The costumes were designed in tandem to one another. As MacKag later said, "The scarier and gnarlier Maul got, the more exotic and powerful Amidala got."

• 57:18Lizzie Bassett?

  He's just wearing a robe the whole time.

• 57:20Chris Winterbauer?

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

• 57:25Lizzie Bassett?

  A very scary bathroom.

• 57:27Chris Winterbauer?

  It's a very scary bathroom.

• 57:29Lizzie Bassett?

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

• 57:33Chris Winterbauer?

  And that happens also for a very specific reason. So when he's designing Darth Maul, basically Darth Vader is like looming over him the entire time. And he basically had a nervous breakdown because he said, "I can't make anything more terrifying than Darth Vader. It's a skull and a Nazi helmet."

• 57:49Lizzie Bassett?

  Yeah.

• 57:49Chris Winterbauer?

  You can't do better than that. So he finally decided to take the helmet off. So originally, the character was gonna have a helmet. And he said, I can't make a cooler helmet. So let's lose the helmet. What's underneath? Goes through all these different iterations, brings in his coworkers, says, what kind of Sith Lord would you be? And one of them said jokingly, don't make me look fat, which kind of revealed what they thought of themselves. And that made him think of a Rorschach pattern on the face. Which I think you can see a little bit in the final version of Darth Maul.

• 58:22Lizzie Bassett?

  Yeah.

• 58:22Chris Winterbauer?

  So he gets the script and the script describes Darth Maul as a vision from your worst nightmare. And he thinks, oh, no, like the Rorschach pattern isn't scary enough. So then he makes what I would describe as an infrared photograph of Samara from the ring. And it's very weird. And so George Lucas says, give me your second worst nightmare, Ian. And he then draws a version based on Bozo the Clown. So it's like inverted red and white to red and black makeup with the Rorschach on top of it, black and red, yellow eyes. And then he puts feathers on the head, which Nick Dudman, the creature effects supervisor, misunderstood as horns. And then Lucas liked the horns. So that's how you get Darth Maul.

• 59:06Chris Winterbauer?

  It was Bozo the Clown, Rorschach test feathers into horns.

• 59:10Lizzie Bassett?

  Yeah, that adds up.

• 59:12Chris Winterbauer?

  It's also how you get the Lipstick Demon in Insidious, which is basically a riff on Darth Maul as well. All right, Queen Amidala, Lizzie, you mentioned all of her costumes. How many costumes do you think she was originally supposed to have?

• 59:26Lizzie Bassett?

  Thirty-five, forty.

• 59:28Chris Winterbauer?

  One.

• 59:29Lizzie Bassett?

  No, that doesn't work.

• 59:32Chris Winterbauer?

  Makes sense. Princess Leia never changed out of her white robe in A New Hope.

• 59:36Lizzie Bassett?

  That's true.

• 59:37Chris Winterbauer?

  And George Lucas basically never let her change out of her metal bikini in Return of the Jedi. Lucas loved, though, all these iterations that Mckay was doing. Sorry, did you want to say something on her metal bikini?

• 59:47Lizzie Bassett?

  No. She looks amazing.

• 59:50Chris Winterbauer?

  Yeah, no. She does look great. And so Lucas says, let's just change, have her change costumes every time we see her. And so Mckay just goes crazy and he pulls hairstyles and costumes from ancient Egypt, imperial China, art nouveau, Japan, decides her hair should be way more memorable than Princess Leia's famous bagel buns. Not more memorable, but you know what I mean, bigger.

• 1:00:09Lizzie Bassett?

  Oh, it's physically larger, certainly.

• 1:00:11Chris Winterbauer?

  Well, it, have you seen Scary Movie 3?

• 1:00:14Lizzie Bassett?

  No.

• 1:00:15Chris Winterbauer?

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

• 1:00:21Lizzie Bassett?

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

• 1:00:29Chris Winterbauer?

  Both.

• 1:00:30Lizzie Bassett?

  Great.

• 1:00:30Chris Winterbauer?

  It serves very important function. Now, Ian Mckay, it should also be said, claims credit, or at least parcel credit, for Natalie Portman's eventual casting. I will read a quote from The Oral History of the Phantom Menace. "Every time, I would start with Natalie Portman, because I had seen her in The Professional. I counted the years from that to this and realized she was exactly the right age for the queen. And I just kept drawing and drawing and drawing her because I loved her face. George came up to me at one point and said, 'Do you know this girl?' And I said, 'No, sir, but she's your queen.' And lo and behold, she was cast shortly after. The one and only time I got a casting choice put through, but that face is so strong and so beautiful and so innocent and so powerful,

• 1:01:12Chris Winterbauer?

  it can support any amount of crazy stuff going on around it."

• 1:01:16Lizzie Bassett?

  That is true. I will say, she does, like, she holds up when she's not wearing any of the makeup, when she's, you know, pretending to be just a handmaiden. And she looks awesome in the full Amidala makeup.

• 1:01:29Chris Winterbauer?

  Absolutely. And did you recognize who plays her body double?

• 1:01:33Lizzie Bassett?

  Obviously, I did. It's the one and only star of Love Actually, Keira Knightley.

• 1:01:40Chris Winterbauer?

  She's been in a lot of great movies.

• 1:01:42Lizzie Bassett?

  I know.

• 1:01:45Chris Winterbauer?

  Also, Sofia Coppola plays one of her other handmaidens. I don't know if you recognized her.

• 1:01:49Lizzie Bassett?

  I couldn't find her. I, because you told me to look for another one. And so I was watching and I did not recognize her, but I saw her name in the credits.

• 1:01:56Chris Winterbauer?

  I think she only is in a shot or two. She wanted to be on set to observe, and I think that was an easy way for her to be involved. All right, let's talk about casting, Lizzie. The truth is, Ian McKay was not the only one who thought Natalie Portman was a perfect fit, which makes sense. She had exploded onto the scene with The Professional, which was released in 1994, when I believe she was 12 or 13. Casting director Robin Gerland says that Natalie Portman was always the standard from the moment she saw the description of the character, which was a 14-year-old queen. She saw a bunch of other actresses, over 200 auditioned, but according to Gerland, it always came back to Portman. And I think there's one other actress I could think of

• 1:02:39Chris Winterbauer?

  at this time, Lizzie, who made as much sense to me as Portman, and she was in a movie, we actually discussed briefly, Jumanji, Kirsten Dunst, who had done Interview with a Vampire and kind of similarly played like a precocious-

• 1:02:53Lizzie Bassett?

  Totally. I don't think her face commands the same presence in this kind of space and with this kind of costuming at that time when she was so little. Also, because she just has sort of softer features, obviously, when she's older and she does Maria Antoinette, I think it's a different situation, but-

• 1:03:09Chris Winterbauer?

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

• 1:03:14Lizzie Bassett?

  Yeah.

• 1:03:14Chris Winterbauer?

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

• 1:03:21Lizzie Bassett?

  She's amazing in Interview with the Vampire.

• 1:03:23Chris Winterbauer?

  Yeah. Portman wins the day, and now she had to see Star Wars.

• 1:03:27Lizzie Bassett?

  Uh oh.

• 1:03:28Chris Winterbauer?

  She had never seen the original three films before. And this actually kind of gets to why casting was tricky for this film. One, most of the cast has to sign on to a three-film, multi-year contract without seeing a completed script. So you're just saying, I'm gonna be in Star Wars for the next eight years of my life, and we're not gonna let you read the script.

• 1:03:51Lizzie Bassett?

  I mean-

• 1:03:52Chris Winterbauer?

  I know.

• 1:03:53Lizzie Bassett?

  Yeah, like, it's a known quantity. Like, yes, that is an enormous thing to say yes to, but you're not going in blind. Like, you understand what the franchise is and what the impact it's had so far.

• 1:04:03Chris Winterbauer?

  But do you, in the sense that it's gonna be very different in a lot of ways?

• 1:04:06Lizzie Bassett?

  No.

• 1:04:07Chris Winterbauer?

  Right. And also Natalie Portman, when they start filming, I believe, is 16, so this will effectively take her from 16 to 24.

• 1:04:15Lizzie Bassett?

  She's a lot younger than I remembered.

• 1:04:18Chris Winterbauer?

  Some had to play younger versions of characters that fans knew and loved, which we obviously see with Ewan McGregor, for example, with Obi-Wan, Jake Lloyd with Anakin. And though there were also some actors that did return, Anthony Daniels voiced C-3PO, Kenny Baker was back as R2-D2, Frank Oz as Yoda, and of course, Ian McDermid, who had played a heavily made up Emperor Palpatine in Return of the Jedi. Can anybody think of another instance in which an actor returns to a franchise 15 years later to play the same character 30 years younger?

• 1:04:54Lizzie Bassett?

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

• 1:05:01Chris Winterbauer?

  It's so perfect.

• 1:05:02Lizzie Bassett?

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

• 1:05:07Chris Winterbauer?

  He's so, I love how slimy he is. He's such a good politician.

• 1:05:10Lizzie Bassett?

  Yes.

• 1:05:11Chris Winterbauer?

  It's great. So Lucas is also adamant that he doesn't want to do this movie with movie stars. He says this when he does every movie. And then they turn into movie stars and it annoys him. Like Harrison Ford was a no name and then all of a sudden he's the most, that's why he didn't want to do Indiana Jones with Harrison Ford. He's like, every movie is just gonna be, George Lucas movies are just Harrison Ford movies. So he wants fresh faces, but he ends up bringing in some pretty recognizable people, as we'll see, and a lot of that's just because everyone in Hollywood wants to be in Star Wars.

• 1:05:41Lizzie Bassett?

  Of course.

• 1:05:41Chris Winterbauer?

  It's not like, you know, it's like when we were talking about Saving Private Ryan, for example, and all the young guys want to audition. One of those people is of course, fresh off of Pulp Fiction, Lizzie?

• 1:05:52Lizzie Bassett?

  Samuel L. Jackson.

• 1:05:53Chris Winterbauer?

  Sam Jackson. So let's listen to a brief clip of Samuel L. Jackson describing how he got involved in Phantom Menace.

• 1:06:01Speaker 07

  When I said I wanted to be in Star Wars, George invited me over to the ranch. I got over and told him, "Look, I just want to be in the movie. I'll be a stormtrooper. You can put me in one of those white suits. Let me run across the screen. Nobody needs to know that but me. And I'll be happy." And he's like, "No, we'll figure out something." So I got over here and he made me a Jedi.

• 1:06:19Lizzie Bassett?

  That's awesome.

• 1:06:20Chris Winterbauer?

  So it seems like George just liked Samuel L. Jackson and he made him a mace.

• 1:06:24Lizzie Bassett?

  Why wouldn't you? Yeah.

• 1:06:25Chris Winterbauer?

  Shoot your shot, guys. If you run into George Lucas or somebody else, just tell them what you want. You might get it.

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• 1:07:45Chris Winterbauer?

  Now, there was another massive Star Wars fan joining the project. Lizzie, of all the casts that we haven't talked about, who might, who do you think might have been a big Star Wars nerd?

• 1:07:56Lizzie Bassett?

  Ewan.

• 1:07:57Chris Winterbauer?

  Yes, perfect guess. He was the exact right age, right? He was, he was Gen X. So they needed someone who resembled Alec Guinness and could handle the physicality of the role.

• 1:08:07Lizzie Bassett?

  Yeah.

• 1:08:07Chris Winterbauer?

  And so Robin Garland was comparing headshots of young English actors to Alec. And Ewan, I know he's not, we'll get to that.

• 1:08:14Lizzie Bassett?

  He's Scottish.

• 1:08:16Chris Winterbauer?

  I know, that, we're gonna get to that.

• 1:08:18Lizzie Bassett?

  Chris, before all of Scotland comes after you.

• 1:08:21Chris Winterbauer?

  Okay.

• 1:08:21Lizzie Bassett?

  He's a beautiful Scotsman.

• 1:08:22Chris Winterbauer?

  He is, and they had to make him get rid of his accent, as we'll get to. So Ewan's a great fit, and he has a fun connection to the original trilogy. His uncle, Dennis Lawson, played Rebel Pilot Wedge back in the day in the originals. Now, Ewan McGregor is a relative newcomer. He'd made his film debut in 94 and he broke through with 96's Trainspotting. So I don't know, I believe Trainspotting had come out by the time he was cast, but it's unclear. So there were other contenders for the role and a big one was Joseph Fiennes.

• 1:08:57Lizzie Bassett?

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

• 1:09:04Chris Winterbauer?

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

• 1:09:06Lizzie Bassett?

  Yeah, he would have been good.

• 1:09:08Chris Winterbauer?

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

• 1:09:24Lizzie Bassett?

  Oh, no.

• 1:09:25Chris Winterbauer?

  Yeah. Tim Roth and Kenneth Branagh were also considered. It's unclear if they actually auditioned.

• 1:09:31Lizzie Bassett?

  Tim Roth would have been fun. I understand it's totally wrong, energy-wise.

• 1:09:34Chris Winterbauer?

  I know.

• 1:09:35Lizzie Bassett?

  You know?

• 1:09:35Chris Winterbauer?

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

• 1:09:38Lizzie Bassett?

  Kenneth Branagh makes a lot of sense. Out of all the ones that you've said, he might make the most sense.

• 1:09:42Chris Winterbauer?

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

• 1:09:52Lizzie Bassett?

  Yeah, he may be very close to Liam Neeson. You're right.

• 1:09:55Chris Winterbauer?

  I think so. I think McGregor is now in his 50s, Neeson's 72, and I think Branagh's in between the two of them. Now, Robin Gerland, speaking of, had Liam Neeson, who'd starred in, obviously, Schindler's List with Spielberg a couple of years prior, on her shortlist for Qui-Gon Jinn, a character which I think honestly was added because Lucas needed a Death of the Mentor scene late in the movie, and that's basically why we get McGregor and Neeson playing the same character across most of the movie. The only problem, he was Irish. Lucas said he wanted a very physically fit, say, like 60-something American for the role. I don't know why.

• 1:10:30Lizzie Bassett?

  Okay, I was wondering about the accent.

• 1:10:32Chris Winterbauer?

  Apparently he had envisioned him with a mohawk at one point. Glad they didn't do that. Gerland kept a little note next to Neeson's name, "Well, if only he wasn't Irish, if only he was American."

• 1:10:42Lizzie Bassett?

  Actors can do accents.

• 1:10:45Chris Winterbauer?

  George, I'm not gonna do George anymore. Let's talk about some Americans they considered. Kurt Russell.

• 1:10:52Lizzie Bassett?

  I'll put him in. I take it back. Put him in immediately. I want, I want the Phantom Menace with Kurt Russell.

• 1:10:57Chris Winterbauer?

  Go on, guys. The straight Federation thing. We can work it out. I'm just thinking of him in big trouble. Yeah, exactly.

• 1:11:04Lizzie Bassett?

  Jack Burton.

• 1:11:06Chris Winterbauer?

  Morgan Freeman.

• 1:11:07Lizzie Bassett?

  That could have been good.

• 1:11:08Chris Winterbauer?

  And Denzel Washington.

• 1:11:10Lizzie Bassett?

  Put him in.

• 1:11:11Chris Winterbauer?

  My personal favorite. I would have loved Denzel.

• 1:11:15Lizzie Bassett?

  Absolutely. Put him in.

• 1:11:16Chris Winterbauer?

  The reason I'm gonna see Gladiator 2. All right, finally, Lucas told Gerlin to hire Neeson. Irish accent, be damned. And he does a slightly neutral accent in the movie. It's been rumored that Neeson also had not seen the original trilogy. I could not confirm that.

• 1:11:33Lizzie Bassett?

  Would not surprise me.

• 1:11:35Chris Winterbauer?

  Now, there is one mega star who wanted a role in this movie more than anyone and wanted a specific role in this movie more than anyone. The role is Jar Jar Binks. And the performer is Michael Jackson.

• 1:11:54Lizzie Bassett?

  What?

• 1:11:56Chris Winterbauer?

  This is not as random as it sounds. Jackson and Lucas had worked together on Captain EO, which was a Coppola-directed, Lucas-written, 3D sci-fi short film created for Disney theme parks in 1986. So they'd worked together. And Michael was like, George, put me in your movie. And there were two problems.

• 1:12:17Lizzie Bassett?

  Just two?

• 1:12:18Chris Winterbauer?

  Big problems. Lucas wanted to do the character with CGI. Jackson wanted to do it with prosthetics and makeup, like Thriller.

• 1:12:26Lizzie Bassett?

  Oh, boy.

• 1:12:27Chris Winterbauer?

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

• 1:12:36Lizzie Bassett?

  It would have been press, yeah. How far away is this from like the baby dangling over the balcony era days of Michael Jackson?

• 1:12:45Chris Winterbauer?

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

• 1:12:48Lizzie Bassett?

  Okay, so maybe a little more reasonable.

• 1:12:50Chris Winterbauer?

  I think so. I think he was sold his Q rating was high in a positive way at this point, more or less. Meanwhile, casting director Robin Gerland spots a particularly charismatic young man at a showing of Stomp. Did you ever see Stomp?

• 1:13:03Lizzie Bassett?

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

• 1:13:07Chris Winterbauer?

  How do you fall asleep during Stomp?

• 1:13:09Lizzie Bassett?

  I don't know.

• 1:13:10Chris Winterbauer?

  They're banging trash cans.

• 1:13:12Lizzie Bassett?

  I know, I know. Passed right out.

• 1:13:15Chris Winterbauer?

  I also saw Stomp. I may have seen like this rendition of it because it was when I was quite young, like in the early to mid 90s.

• 1:13:22Lizzie Bassett?

  Yeah.

• 1:13:22Chris Winterbauer?

  And this is New York born actor and performer Ahmed Best. And in a lot of ways, he's like the perfect inversion of Jackson. He brings the physicality that Lucas wants, but he's a complete unknown, doesn't have a single film or television credit to his name, and he's also all in on using CGI, something that a lot of other actors were a little scared of. He said, great, I just want to disappear into this character. And if you've listened to our coverage of Lord of the Rings, you know that Andy Serkis got a lot of pushback for what he did with Gollum at first. And this was before that. This is before like the Navi in Avatar. He's a 25 year old kid from Brooklyn, getting a major role in Star Wars, pioneering a technology that didn't yet exist. He's also one of the only black members of the cast.

• 1:14:03Lizzie Bassett?

  Yeah.

• 1:14:03Chris Winterbauer?

  Outside of Sam Jackson, that's going to be in this movie. It's a dream come true, which turned into a nightmare, and we'll get to that in part two. One more funny story, Lizzie, about Michael Jackson. I believe this was during prep. They're in London, and they go to a Michael Jackson concert. This is George Lucas, Natalie Portman, Ahmed Best, and George Lucas's kids. Lucas gets them all backstage, and he's introducing them to Michael Jackson. And he finally introduces Ahmed Best, but he doesn't introduce him as Ahmed. He introduces him as Jar Jar.

• 1:14:33Lizzie Bassett?

  Oh, no.

• 1:14:34Chris Winterbauer?

  And Michael Jackson seems like a little miffed. And then they leave, and Ahmed says, why did you introduce me as Jar Jar? And George says, well, you know, Michael wanted the part. So he thinks that that's how George Lucas told him he didn't get the part.

• 1:14:47Lizzie Bassett?

  Oh, no. Oh, my god.

• 1:14:51Chris Winterbauer?

  Yeah.

• 1:14:52Lizzie Bassett?

  Oh, boy.

• 1:14:53Chris Winterbauer?

  Not the best communicator necessarily, George Lucas. Who knows?

• 1:14:56Lizzie Bassett?

  I just, I cannot wrap my head around what Michael Jackson is. Listen, do I want a version of this movie that has Kurt Russell or Denzel Washington as Qui-Gon and Michael Jackson as Jar Jar Binks? Yes. Yeah, 100, absolutely.

• 1:15:11Chris Winterbauer?

  Yeah, let's do it. All right. We got to talk about the most difficult part to cast in a lot of ways. You know who I'm gonna bring up, Lizzie?

• 1:15:18Lizzie Bassett?

  Yep.

• 1:15:19Chris Winterbauer?

  Anakin Skywalker. He'd considered making the character anywhere from age nine to 20. He landed at nine. Gerland auditioned more than 3,000 actors.

• 1:15:28Lizzie Bassett?

  Wow.

• 1:15:29Chris Winterbauer?

  For this role. She narrowed it down to three. Michael Angarano.

• 1:15:33Lizzie Bassett?

  Oh.

• 1:15:33Chris Winterbauer?

  Who is a very successful actor. You probably remember him from Almost Famous.

• 1:15:38Lizzie Bassett?

  Yeah.

• 1:15:38Chris Winterbauer?

  He's been in a ton of things. Gentleman Broncos, my personal favorite. Devin Michael and Jake Lloyd. Michael Angarano and Devin Michael were nine years old and Jake Lloyd was seven years old when they auditioned.

• 1:15:52Lizzie Bassett?

  Oh, God, they're so little.

• 1:15:54Chris Winterbauer?

  They're tiny. And Angarano's the smallest of the three. He is a pipsqueak. And there's footage of them in the behind the scenes making of documentary of them auditioning and coming to Skywalker Ranch. It's really cute. And I have to say, it seems like the production handled it really well. They showed up, you know, everybody's getting to meet them and let's make this fun and, you know, exciting. And Devin Michael later said that he felt like he was stepping into Star Wars when he showed up on the ranch. I mean, they see all the props.

• 1:16:23Lizzie Bassett?

  Yeah.

• 1:16:23Chris Winterbauer?

  You know, the lightsabers behind glass. The next day, they sit down and they meet with George Lucas and Natalie Portman.

• 1:16:30Lizzie Bassett?

  Wow.

• 1:16:31Chris Winterbauer?

  So here's this like, you know, beautiful 15 year old girl at this time, they're nine. And there's so, it's six years between them. It could be 100.

• 1:16:40Lizzie Bassett?

  Yeah.

• 1:16:40Chris Winterbauer?

  You know what I mean? She's a young woman. They are babies. And there's just like, oh, hi, night. Oh, hello. They're tongue tied. They can't see it. And now they have to screen test with her.

• 1:16:52Lizzie Bassett?

  Oh, my God.

• 1:16:53Chris Winterbauer?

  So they're each gonna do a scene with her. And it's the scene in which Anakin tells Amidala that he's a pilot who's gonna fly away from this place. So it's actually, I would argue, it should be one of the more emotional scenes in the movie. It's this young boy who's a slave, saying that I'm going to get, this is my wish, my fantasy, to get out of here. They're all adorable, and I'd like to play you a moment from their auditions that really stood out to me, and I'd just like to hear your take on the three performances.

• 1:17:25Lizzie Bassett?

  Okay. You're just a little boy.

• 1:17:29Lizzie Bassett?

  I won't always be.

• 1:17:31Chris Winterbauer?

  I won't always be.

• 1:17:34Chris Winterbauer?

  I won't always be. So, Lizzie, what did you think upon watching that moment with all three young actors?

• 1:17:41Lizzie Bassett?

  It went from sort of, Chris, this is hard, because they're kids, and I will preface this by saying like-

• 1:17:50Chris Winterbauer?

  I know, it's, I'm not asking you to criticize anyone in particular, I'm actually curious, is there someone that stood out to you?

• 1:17:56Lizzie Bassett?

  Yes, the last one, for sure.

• 1:17:58Chris Winterbauer?

  Devin Michael.

• 1:17:59Lizzie Bassett?

  Yes, Devin Michael, and I, like, it's interesting to watch those three in succession, because it kind of goes from almost like, least sort of emotionally raw to most emotionally raw, over the course of going from Jake Lloyd to Michael to Devin. Yeah, there's a big difference there. Jake Lloyd looks very, he's very cute, and he's the funniest, he looks very Disney. It's very sort of heightened, it's very Disneyfied, and then Devin, at the end, it feels very like, real and sort of heart wrenching.

• 1:18:38Chris Winterbauer?

  It feels like he could be Darth Vader later.

• 1:18:40Lizzie Bassett?

  Yes, yeah, yeah, yeah.

• 1:18:42Chris Winterbauer?

  So there's more clips of these auditions, there's a couple more like, lines that you can watch, that's the one that really stuck out at me, but I think in all of Devin's performances, you can see how haunted he looks.

• 1:18:53Lizzie Bassett?

  Yeah, there's a darkness there.

• 1:18:55Chris Winterbauer?

  Exactly, that's how he plays the scene. I would argue there, it's signs of what's to come, everything that Yoda will warn of later in the film, when he says, there's fear in this, you know, in this child, it's there in the delivery.

• 1:19:08Chris Winterbauer?

  And when I watched it for the first time, I couldn't believe it. I actually thought, there's, there's no way, there's no way this was the audition and, and somebody picked, and not to say that the other two kids are bad, they're not. It's just to say it felt so right, watching his audition to me.

• 1:19:28Lizzie Bassett?

  Yes, I agree. That is sort of stunning. Like it, I think that that might've made a difference.

• 1:19:34Chris Winterbauer?

  And it's really interesting, if you watch especially The Making Of, trying to figure out what exactly it is about Lloyd that Lucas was drawn to. And it seems it's a combination of things, but simply put, he just liked that he seemed like a little kid. And the things we liked about the darkness of Devin Michael's performance that actually would seem to serve the story a little better, Lucas didn't want to telegraph necessarily in the first film. I think it's a fatal decision in some ways.

• 1:20:10Lizzie Bassett?

  Yeah.

• 1:20:10Chris Winterbauer?

  But he made that decision based on, quote, "a gut feeling that Jake Lloyd was, quote, 'the one.'" And the reason I think it's so interesting is because it speaks to some of the things that we've discussed earlier in this episode about his collaborators and Marcia Lucas, where he's justifying this choice, which is his choice, and by, you know, he is the creator and the director and it's his right. And, and by the way, we're Monday morning quarterbacking this, you know, 30 years later. We were not there.

• 1:20:38Lizzie Bassett?

  Of course, of course.

• 1:20:38Chris Winterbauer?

  But he's speaking to Doug Chang and he says, quote, "You can see the difference between the two kids. One is going to move the production along a lot faster and the other one I have to just do a zillion takes and then cut the performance. But the performance sort of rises way above the other one because it's so unpredictable. It's kind of unstudied." So the unpredictable one he's talking about is Jake Lloyd. And the one that'll move the production faster is Devin Michael. And this is of course, also very interesting, and we'll get to this in part two, because Lucas is not known as a great communicator with actors. So the idea that he's choosing the actor who's going to require more work on set and more editing is at least a very interesting decision.

• 1:21:17Chris Winterbauer?

  So Lucas then leaves the room and kind of lets everybody discuss things amongst themselves. And what's interesting is they all just start to agree with what he's just said. They say Devin Michael just hits the beats, or they say some people just audition really well, or they say like, well, I really liked Jake Lloyd's body language. And they all just... Fall in line behind this decision. And it reminded me of this moment from a Marcia Lucas interview that I watched in which she described how when George was making American Graffiti, he brought on Fred Ruse, who was Francis Ford Coppola's casting director. And the way they worked, he would just tell Ruse what he was looking for, for the characters, and then Ruse kind of told him who to cast. And George deferred to him because Ruse was the expert.

• 1:22:02Chris Winterbauer?

  And I just think about the contrast between that, you know, what would Marcia Lucas have told him in this situation, or Fred Ruse, or even Steven Spielberg for that matter? And it's impossible to say, but it certainly feels different than when he was making the first films.

• 1:22:16Lizzie Bassett?

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

• 1:22:21Chris Winterbauer?

  Yeah. And so at the end of the day, I think Lloyd matched the buoyant tone of like Ewoks, Jar Jar Binks, the more child-friendly version of Star Wars that I do think Lucas likes and was trying to make. I think Devin Michael was a better emotional choice, you know, for some of those scenes. But at seven years old, Jake Lloyd was the chosen one. And I definitely get a sense, watching the documentary, that folks around him want to agree with him more rather than push back, which makes perfect sense because he's the Jedi master now.

• 1:22:50Lizzie Bassett?

  Of course.

• 1:22:51Chris Winterbauer?

  You know what I mean? He's not Luke Skywalker coming off the farm. He's the Empire. But I do think that George Lucas was sensing that everybody was maybe saying yes to him too. Because in June of 1997, two weeks before production was to begin, Lucas calls up his old buddy Lawrence Caston with a question. "Hey, do you want to write Phantom Menace?" And Lawrence says, "Aren't you starting to shoot it?" And Lucas says, "Yeah, but it would be great if you took a second pass at it." And Lawrence says, "No." And they hang up. And so for better or worse, George Lucas had achieved what he'd always claimed he'd wanted: complete and total control.

• 1:23:33Chris Winterbauer?

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

• 1:23:39Lizzie Bassett?

  Yeah.

• 1:23:41Chris Winterbauer?

  Once again, George Lucas was betting the farm on making the most expensive independent film of all time. And if it failed, he'd have no one to blame but himself.

• 1:23:55Chris Winterbauer?

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

• 1:24:11Lizzie Bassett?

  Amazing. I'm very excited to hear what's going to happen in part two, which again, will drop next week, not in two weeks. So a special little phantom gift from George Lucas to us, to you all, is that this movie takes two episodes to cover and they will be back to back. So please come back for part two. I already feel like it's going to be sad because of the backlash and these poor people who put so much work into this, but I am very excited to learn more about it. We will hold our What Went Right until next week. Chris, anything else?

• 1:24:44Chris Winterbauer?

  No, I am excited to get into part two with you guys. But in the meantime, we need to thank the people that make this podcast possible. And that, of course, is our Full Stop patrons on Patreon. Guys, if you want to support this podcast, there are three easy ways to do it. Number one, accost a stranger or family member and put your earbuds in their ears. And when they hear these sweet dulcet tones of our voices, they will convert. Number two, give us a rating or review on whatever podcast platform you happen to enjoy. Five stars, five stars. And number three, you can join our Patreon. Head to www.patreon.com/whatwentwrongpodcast. You can sign up for free. You can also join for a dollar, which gives you voting privileges to vote

• 1:25:29Chris Winterbauer?

  on the films that we cover. We have a fun holiday poll out right now. You can also join at the $5 tier. You get an ad-free RSS feed. And of course, for $50 a month, which we understand is a very large ask, you get an in-episode shout-out custom every time. I sang a song last time, so Lizzie, it's time for you to step up your game and tell these young Padawans why they might not have the midichlorians needed to train as Jedi Master Yoda.

• 1:26:03Lizzie Bassett?

  Tell them I will. By the way, this is a request from David because I can't do Yoda. So please enjoy the world's worst Yoda impression, Full Stop supporters.

• 1:26:19Chris Winterbauer?

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

• 1:26:25Chris Winterbauer?

  Oh god.

• 1:26:29Lizzie Bassett?

  Get out of here, David. I'm crying. Alright, here we go.

• 1:26:34Lizzie Bassett?

  Lance Stater. Willa Dunn. Nate the Knife. Lenna. Andrea. Don Malin Stacy. Ramon Villanueva Jr. Half Greyhound. Brittany Morris. Darren and Dare Conkling. Jake Killen. Andrew McFagel Bagel.

• 1:27:03Lizzie Bassett?

  Ma- Ma- Master Jacobson.

• 1:27:08Chris Winterbauer?

  You gotta flip some last names and first names.

• 1:27:10Lizzie Bassett?

  I did one and then I questioned it.

• 1:27:12Chris Winterbauer?

  You know, it's a great approach.

• 1:27:14Lizzie Bassett?

  Pa- Potter Grace. Shagertin Allen.

• 1:27:19Chris Winterbauer?

  Alright, okay. Drop some sage wisdom now.

• 1:27:21Lizzie Bassett?

  You're really getting in my way here. Jurisri Samant, methinks.

• 1:27:31Lizzie Bassett?

  Scott Gurren. Sadie, just Sadie.

• 1:27:37Lizzie Bassett?

  Brian Donahue. Korea Adrian Peng. Chris Lille. Kathleen Olsen. Leah Bowman, mother-in-law is my.

• 1:27:54Lizzie Bassett?

  Steve Renterbauer. Don Schibold. George. Rosemary.

• 1:28:04Lizzie Bassett?

  Let me get this. George.

• 1:28:11Chris Winterbauer?

  Like a little car.

• 1:28:17Lizzie Bassett?

  Rosemary Southwood. This is literally hurting me.

• 1:28:24Lizzie Bassett?

  Tom Christian Stoman Chinani McGrath Michael. Oh, my God.

• 1:28:35Chris Winterbauer?

  Wow.

• 1:28:36Lizzie Bassett?

  I'm so sorry. You paid $50 for that.

• 1:28:39Chris Winterbauer?

  Get that to George.

• 1:28:41Lizzie Bassett?

  Please don't. Don't ever let him hear this episode.

• 1:28:44Chris Winterbauer?

  Or Kathleen Kennedy.

• 1:28:45Lizzie Bassett?

  No, not Kathleen.

• 1:28:46Chris Winterbauer?

  Because that is canon right there. Lizzie, well done. I am very impressed. Guys, if that's not worth $50, I don't know what is. All kidding aside, thank you so much to everybody who has supported this podcast, either by spreading the word or through Patreon. We'd also like to give a special shout out. Seth, thank you for listening to the show and supporting us. We are humbled and happy to have played any role positive in your life as you've navigated challenging waters and obviously in recent weeks. And so we hope we can remain a bright spot for you. And thanks again for listening and reaching out.

• 1:29:27Lizzie Bassett?

  Yes, thank you so much. Your email really did mean a lot to us and it was a bright spot for us to to read it. So thank you. We'll see you all back here next week for part two.

• 1:29:38Chris Winterbauer?

  Let's talk midi glorians.

• 1:29:42Speaker 03

  Go to patreon.com/whatwentwrongpodcast to support What Went Wrong and check out our website at whatwentwrongpod.com. What Went Wrong is a Sad Boom podcast presented by Lizzie Bassett and Chris Winterbauer. Editing and music by David Bowman. Additional research for this episode provided by Jesse Winterbauer.