As we count down to The Rise of Skywalker (Dec. 20), Entertainment Weekly critic Darren Franich is looking back on every film in the Star Wars franchise. Last week: Elegy for the Rancor. Next week: Dooku’s diabolical designs.

I love George Lucas, because of everything and despite nothing. He is one of the great Californians, a Central Valley kid remaking Hollywood from Marin County, building his own fictional universe to finance his own private real universe.

I don’t mean “great” in quality terms, to be clear, and “love” conflates awe and pity. He was a filmmaker who so loathed filmmaking that he worked very hard to take film itself out of the whole process. Beyond Star Wars and Indiana Jones, his direct creative contributions look suspicious — and even those beloved franchises have a troubling batting average, good to bad.

I mean “great” like a lonely old castle, “great” like the San Andreas Fault, “great” like a majestic prehistoric epoch that ends with an extinction-level event. His career crosses the great industries of post-real California. He was a transformative movie producer who became, by 1999, a forefront CEO in the second age of Silicon Valley. Industrial Light & Magic had defined that cinema decade, conjuring dinosaurs for Jurassic Park, aliens for Men in Black, and even the Starship Enterprise in a couple Star Treks, the space opera equivalent of Bill Gates investing in Apple. Your local multiplex would play the THX logo before feature films. And if you watched through the end credits — back when there was no narrative reason to stick around — you might spot a Skywalker Sound shoutout. The constituencies of Lucas pulsed through popular cinema — hadn’t Pixar been a Lucas property, before it Hot Potato’d between Bay Area Tycoons into the waiting hands of Steve Jobs?

In 1999, Lucas released The Phantom Menace, his first directorial effort since 1977. The possibility remains that nothing about this first prequel really mattered to him — certainly not the way it would matter to disappointed generations. In John Baxter’s entertaining but quite brutal biography of Lucas, the journalist claims that the Star Wars creator personally earned $2 billion just from licensing Phantom Menace all across the moneyscape of modern capitalism, merchandising throughout multimedia, securing a billion-plus buy from the Pizza Hut-Taco Bell-Kentucky Fried Chicken conglom.

Squint just a little bit and you can see the incipient business model of celebrity Kardashiana, our modern beings without obvious talent monetizing themselves by sell-sell-selling whatever advertisers want them to publicly adore. Lucas had to create Star Wars to sell it all over town. Wouldn’t it be easier if you didn’t have to create anything?

And Lucas was a celebrity by then, curiously, praised into myth by a heroism apparatus, taking victory laps through high grosses of the original trilogy’s Special Editions (even as Lucasfilm’s only other ’90s feature, The Radioland Murders, disappeared into floppery). In early May 1999, it was still possible to think of him as an unquestionably great director, if you were young enough and high on buzz.

He had built himself a kingdom in sleepier Northern California days, surrounded by adoration in his Marin estate. That looks familiar to our modern eyes — how many Bay Area megacompanies construct themselves around a cult of CEO personality? — and then Baxter quotes John Milius, a bygone friend, comparing Lucas to actual cultist Jim Jones. Baxter also mentions an elaborate story from Lucas collaborator Walter Murch that correlates Skywalker Ranch to William Randolph Hearst’s San Simeon — equivalent to saying, in a roundabout way, that Lucas by now was Citizen Kane.


The only interesting opinion to write about Phantom Menace would be some sort of profound defense, or intensive deep-dish analysis. I can’t offer either; am I stalling? It’s bad for all the reasons the internet has dissected for 20 years. I can’t say anything new about midichlorians, or Jar Jar Binks (Ahmed Best), or Ewan McGregor‘s absolutely ridiculous haircut, which combines the worst elements of the rat-tail, the mullet, and the man-bun. The Trade Federation are worse than Jar Jar, tone-deaf caricatures deploying nonsense machinations.

Actually, The Phantom Menace seems to be inventing whole new ways to be problematic. Casting Jake Lloyd as an adorable sitcom boy living in G-rated slavery looks like a gloss over a social issue that doesn’t actually exist: At last, the Plight of Adorable Blond Technological Geniuses Who Banter With The People Who Own Them has been addressed! Anakin’s mother Shmi (Pernilla August) begs him to leave her behind in bondage, declaring: “My place is here, my future is here.” She sounds like a repressed minority cast in a propaganda film to declare that she prefers being repressed — blink twice if you need rescuing from your surveillance state, Shmi! — and you recall how the Gungans will rise up to rescue the patrician British-ish Naboovians, sacrificing much of their amphibious army for the prize of a glowing purple ball.

Naboo! Lucas was crazy for this one. Natalie Portman plays Queen Amidala, a teenager elected to run her planet. The government’s some kind of matriarchy that depends on a heavy use of doppelgangers. In authority regalia, Amidala rocks pancake makeup and treehouse-sized outfits, like every day’s a new Tim Burton wedding. She also has an untraceable Europan accent that disappears when she goes undercover as humble Padmé, a handmaiden who looks exactly like Queen Amidala.

The Phantom Menace
Credit: Lucasfilm

And this subterfuge works, strangely enough, because of the single best special effect in The Phantom Menace. Credit casting director Robin Gurland: Keira Knightley and Portman were microscopic teenaged body doubles. Their resemblance, and the shrouded costuming of Naboo’s young ladies, makes it legitimately hard to figure out who’s who in some shots. Sofia Coppola played an Amidala handmaiden in this first prequel, too: God, to be a fly on the wall!

Except: Were there any walls? Digital effects always age poorly, and even the brief moments of stupid wonder in The Phantom Menace have soured flubbery. The Pod Race looks like a Mario Kart route without the crucial tension of the spiky shell, and none of the sleek new spaceships stick in the memory. Coruscant is the scariest creation of Phantom Menace, a city lacking all qualities of cityhood beyond skyscrapers and traffic so orderly you suspect general lobotomies. It is metropolis as seen through the window of a limousine, or a private helicopter. And the politicking swirling through the story’s fifth or sixth act sounds like conversations you’d overhear at the social club, landowners in their cups complaining about senators they own.

Lucas would claim that Phantom Menace was for kids. (He would say that about all of Star Wars; we were warned.) So this remains the only kids’ movie ever made to argue against the hijacking of legislative affairs by career bureaucrats. Tracking the political situation of the Galactic Senate does no brain any justice, I think, and almost everything that happens in the prequel trilogy is some kind of false flag.

Still, I’ve come around to finding it strangely admirable that Lucas made his first new Star Wars so unabashedly focused on issues that would only matter greatly to billionaires. Hmm, yes, the taxation of trade routes, grumble grumble. Important politicians greet you with smiles but betray you in court, how dare they, after all I’ve done for them.

I think the prequel trilogy looks better now, in general, in a pick-your-poison kind of way. The world they conjure is unique in its banality, undeniable works of total independence by a filmmaker who could’ve used maybe one person in the room saying “no.” The Disney sequels that followed are thrilled to be repetitive, rescrambling the visuals of the original trilogy into fresh doses of simulacra.

There remains something mesmerizing, albeit boring and inadvertently monstrous, in how the prequels depict the Jedi Order. Yoda (Frank Oz again), Mace Windu (Samuel L. Jackson), and their colleagues barely even stand up in The Phantom Menace, sitting patiently in uncomfortable business sofas while plot miracles walk before them. This trilogy will depict the Jedi as an organization beyond the government — the joint chiefs of the Vatican, dismissive of political affairs when they aren’t running counter-assaults for whoever’s Chancellor. The lead Knight in Phantom Menace is Qui-Gon Jinn (Liam Neeson), a terrible Jedi who, let’s see: experiences genocidally wrong premonitions about potential Messiahs, cheats at gambling, can never mind-trick creatures when he really has to, and dies from a cheap shot mid-lightsaber duel. “I didn’t actually come here to free slaves,” he complains to Shmi — possibly the most dispassionate thing any blockbuster hero has ever said.

Am I just ragging on The Phantom Menace, like everyone else? 1999 was a one of the best movie years ever, and yet I think The Phantom Menace turned out to be the most influential film released in that calendar year. Oh, The Matrix and Fight Club thrilled a dude generation into social monstrosity, and The Blair Witch Project pointed toward the fearsome democratization of a world where living was content creation, and Cruel Intentions invented male objectification, and The Talented Mr. Ripley is still total cinema.

And The Phantom Menace beat them all at the box office, several times over: Quality-proof, name-branded, a concept 22 years old that had people lining up just to see the trailer. Lucas would receive the film’s criticism with an exhausted confusion that seems understandable in context: How could something gross more unadjusted money than any non-Titanic film in history and still be so loudly hated?

Nothing since The Phantom Menace has ever explicitly looked like The Phantom Menace — and even Lucas seemed to rugsweep key elements in his sequels. Still, in 2019, Hollywood blockbusters feel more like Phantom Menace than any other 1999 movie, frantically digital and overplotted past humanity, extending franchise narratives backwards and forwards, reheating 20-year-old concepts. Jude Law in Captain Marvel is a Phantom Menace character, spending a whole film in transit like Darth Maul (Ray Parks) jetting between planets. The shadowy bad guys in Hobbs and Shaw are an actual Phantom Menace, a see-you-next-sequel placeholder like Darth Sidious. Disney spent the ’90s producing beloved new animated films, and they’ve gone rampant over the end of this decade producing what might as well be Special Editions of that era, knowing people will show up to gawk because (not despite) any bad special effects in Aladdin. I’m intrigued to see where Lana Wachowski takes her fourth Matrix — but the announcement of that franchise extension reflects the world Phantom Menace built, where the safest bet for a major studio is the boldest bet that studio made two decades ago.

So it is important to re-examine The Phantom Menace every now and then. It was the first advertisement you had to pay movie-ticket prices to watch. And our lives will be elementally dominated by billionaires who care more than anything about the taxation subplots of the real world. Blame them, if you want to. Blame Lucas, if you want to. But he didn’t buy the tickets.

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