Fixing the Star Wars Prequel Trilogy

While I’m on the topic of Star Wars, Jason Kottke recently posted a link to Star Wars: Episode 3.1 - Turn to the Dark Side, a fan edit of the Star Wars prequels based on Topher Grace’s The Editor Strikes Back project. The idea is to cut the three movies into one picture that focuses solely on Anakin’s fall to the dark side. I haven’t watched it yet, but I wanted to address an idea I see often regarding the prequels: that you can fix them by cutting out the bad stuff. It’s a fun exercise, sure, but the premise is faulty. The problem with the prequels isn’t Jar Jar or Midichlorians or “yippees”, it’s that they were a rough draft. To fix them you’d need to rewrite them and film new scenes.

(Now, before I go further, I want to go on record saying that I don’t hate the prequels out of hand. There’s lots of good stuff in them. Seeing actual Jedi in action is tons of fun; watching the Clone Troopers gun them down is heartbreaking. The Emperor’s arrest is a powerful scene. John Williams’s score is superb. I even like the goofy Battle Droids.)

What do I mean when I say that the prequels are rough drafts? Lucas of course worked on the scripts for years and they went through several revisions. Michael Kaminksi’s The Secret History of Star Wars documents ways in which Star Wars: Episode I - The Phantom Menace changed from its first to second drafts. But while Lucas wrote and rewrote the original trilogy films several times and worked with collaborators to fine tune them, the prequels never went through the same crucible. Kaminiski:

Lucas wrote the subsequent drafts himself. As he continued writing, the need for an additional writer gradually faded away. Frank Darabont explained in a 2000 interview:

The very simple truth is that George, in sitting down and starting to write it himself, fleshing out the treatments and working out the broad storylines of the three films–he just kept going. He didn’t stop one day and say, “Okay, bring in the writer.” He was the writer. He brought himself in. People were wondering why the movie was delayed two years from its original announcement.

Well, the reason was that George–and very appropriately so–chose to fashion the script himself. So, yes, there was some preliminary interest, but then the need for me never arose, because George was doing it. More power to him. I certainly thought that it was appropriate that George do that. That is the thing that I believe is dearest to him. That’s his world; he invented it.

This was a significant departure from his previous methods. While writing Star Wars he had plenty of help; Marcia provided valuable criticism, and his close circle of friends–Coppola, Barwood, Ritchie, DePalma, Spielberg, Kaufman and others–all read each draft and offered comments and suggestions. Gloria Katz and Willard Huyck also rewrote much of the dialogue for the final draft, and the edit was salvaged by a team of experts, including Marcia Lucas herself. The sequels of course all had input from Marcia (who continued to work as editor of the films) as well as story conferencing and co-writing from Leigh Brackett, Irvin Kershner, Lawrence Kasdan, Richard Marquand and Gary Kurtz. But now Lucas chose to do it all on his own. Kerry O’ Quinn asked in his 1981 Starlog interview if Lucas would ever turn the scripting of the prequels over to someone else. “I don’t know,” Lucas replied. “I’d love to. But I don’t think its going to be possible.” It seems that in his mind the amount of minutiae and careful balance of story and character would be impossible for anyone but himself–the elements had been in his head for so long that he felt that only he could get them on paper.

If you search around you can find the early drafts of Star Wars, or The Journal of the Whills, as the saga was called. It was full of nonsense about Kyber Crystals, had tons of cheesy sci-fi vocabulary (“Jedi-Bendu”, “The Force of Others”), and silly character names (“Biggs Darklighter”, “Minch Yoda”). I’ll assert that there’s stuff equally as dumb as Midichlorians in those early drafts. The difference is that most of it was excised from the original films by the start of photography while it remained in the prequels.

Imagining that the existing prequels are just elaborate rough drafts, how might we refine them to make them worthy parts of the Star Wars saga?

A few ground rules:

  1. No contradicting the original trilogy (OT). The OT–specifically George’s original, unaltered trilogy–is canon. Everything else–all the games and books and comics–are ours to draw from or to disregard. We’ll also want to look closely at the parts where the existing prequels do contradict the OT and try to patch those up.
  2. Keeping to the general storyline of the existing prequels probably makes sense, but none of it is necessary. If there’s a reason to get rid of Qui-Gon or Darth Maul, or Naboo or Coruscant, or slavery on Tatooine or cloners on Kamino, fine. Feel free to give the films new names (though Revenge of the Sith is pretty good).
  3. The proper viewing order will be IV-VI, I-III. Assume the viewer will watch the new prequels after having seen the OT. No need to conceal Leia’s existence so it can be revealed in Return of the Jedi (RotJ). Our audience has seen the earlier movies and already knows all those plot twists. But try to avoid winking nods toward the OT. Prequels are all about foreshadowing, but a goofy scene where a young Anakin wears a gas mask and makes a joke about his breathing is probably going too far. A good prequel will play on the viewer’s knowledge of subsequent events but not at the character’s expense. A very good prequel will make you see older scenes in a new light.
  4. Aesthetically, the films should match the OT. The general look and feel of the OT (hologram communication, blinking light style computers, lived-in locales) should be recreated. All-CGI characters are okay but care should be taken not to make them clash with the puppetry of the earlier films.

Without further ado, here are some ideas I’ve had over the years about some of the bad stuff in the prequels. I’m not at all arguing that this is what the movies should have been like, and I’m sure a professional screenwriter or script doctor would have better ideas about the narrative function of various scenes and characters, but here are a few thoughts.


Consider first poor Jar Jar Binks. Even his name is goofy, but so would have been “Mace Windy”. Imagine that instead of a loser who contributes nothing to the plot, maybe he was part of an amphibious race of warriors displaced by the droid army. He fills the Chewbacca slot in the prequel cast as the alien sidekick, but he’s a soldier who plays the part of guide helping Qui-Gon plan the defense of Naboo. If Star Wars’s roots go back to Akira Kurosawa’s Hidden Fortress and Throne of Blood, we’ll start off taking cues from Seven Samurai and Yojimbo, with Jar Jar as the villager who needs help from the samurai.


The Organas (Leia’s adoptive parents) should have been major characters throughout the prequels, and no fan edit can fix this since you can’t insert Jimmy Smits scenes that weren’t filmed. Beyond that, though, Bail Organa probably should have been younger–sort of the Han Solo of the prequels, except he’s royalty on his home planet (since his adopted daughter, Leia, is a princess). Maybe he’s a brash young prince who wants to get away from the restrictive confines of proper royal life. Maybe he’s a suitor to Padme and that creates a love triangle until he meets Leia’s adoptive mother. Maybe that creates tension between him and Anakin. Whoever he is, he needs to be likable enough that it makes sense for him to adopt one of Anakin’s children and for us to know she’ll be safe with him.

Oh, and the Organas own C-3PO. They’re royalty. They’d need a protocol droid. That’s how he gets into the story. Bail probably finds him annoying, as would anyone who grew up having Threepio trying to teach you what fork to use and how to greet assorted dignitaries at parties you don’t want to go to. We’ll see Bail grow from an annoying rich kid at the start to a founder of the rebellion at the end, knowing his final fate is to be blown up on Alderaan. (An admitted flaw of Star Wars is that Leia seems to get over her entire home planet getting blown up very quickly, but we can at least show who used to live there.)


People talk about cutting out the pod race, and sure that saves 20 minutes and it doesn’t advance the story much aside from showing that Anakin has good reflexes, but the larger problem is that Anakin should be older when we first see him. Probably a teenager, but however old he is, he needs to be same actor in Episode I as in III. We need to see him and Obi-Wan become battle brothers and that needs to start developing early on. Likewise his relationship with Padme can’t be seeded as effectively if he’s a boy at the start of the movies. Also Ben Kenobi says in RotJ that he was already a great pilot when he “first knew him,” so he needs to be old enough for that to be true.


Uncle Owen and Aunt Beru need to be established a little more clearly. In Star Wars Owen clearly doesn’t approve of “Old Ben” Kenobi. Anakin could have been the brother of Owen or Beru, and they blame Obi-Wan for taking him away on a “damn-fool idealistic crusade” instead of staying at home and working on the moisture farm. Then Obi-Wan shows back up at the end of Episode III, tells them their brother is dead, presents them with his son, and tells them they have to raise him. Oh and he’ll be living just over the Dune Sea watching over the boy. They don’t know exactly what went on, but they don’t buy Obi-Wan’s story and now they’re stuck raising this kid who, as he gets older, seems to have the same distaste for farming and thirst for adventure that got his father killed.


Ben Kenobi’s lines regarding Anakin imply that he considers his fall a personal failure (“I took it upon myself to train him as a Jedi. I thought that I could instruct him just as well as Yoda. I was wrong.”) You can imagine Kenobi sitting in exile all those years blaming himself for all but creating Darth Vader. Obi-Wan should be much more the protagonist of the films than Anakin. This sets up a structure where you have Qui-Gon as early mentor with Obi-Wan as main character in the prequels, then Obi-Wan as mentor in the original trilogy with Luke as main character, and then Luke as mentor in the sequel trilogy with a new main character. The story of the prequels would be about Obi-Wan meeting, training, and failing Anakin.


The Jedi council and its role needs to be rethought or perhaps eliminated. Yoda in the original trilogy is modeled after the wizened Kung Fu master trope. (Which Wikipedia tells me derives from real Shaolin master Bak Mei. Kill Bill’s Pai Mei is another example of the character type.) Having Yoda embody this trope allowed Lucas to transfer our general cultural stereotypes of Asian martial arts over to the Jedi/The Force: it’s a discipline of mind and body, understanding it requires time and contemplation, one must dedicate one’s life to it, there is more to the world than just its physical appearance, etc. It makes sense that you’d want an old master to teach this stuff to you, so in the prequels you’d need a reason for Yoda to reject Anakin, or for Anakin to fail Yoda’s tests. Maybe Anakin doesn’t want to miss out on the war while sitting around and meditating, just as Luke leaves early to save his friends. Point is, you see Obi-Wan’s hubris in trying to teach Anakin himself and see how he ultimately wasn’t up to the task. It’s all set up so that upon rewatching The Empire Strikes Back (ESB), you see Ghost Obi-Wan’s sending of Luke to Yoda in a different light. He’s sending Luke to Yoda to be trained properly like Anakin should have been.

I imagine at some point we’ll want to show the Jedi school getting destroyed as Vader hunts down the Jedi, but I don’t like it being a skyscraper in Coruscant. It should be somewhere serene, not in the middle of a city-planet. Maybe a mountain planet with something like Avatar’s floating rocks.


Darth Maul has a fantastic character design and I like the way that the Sith just appear out of nowhere with the Jedi caught completely off guard. Count Dooku’s role, though, is murky at best, and General Grevious should be introduced earlier. The broad strokes are fine: Dooku is secretly Palpatine’s apprentice who’s tasked with fomenting civil war so Palpatine can grab power. Grevious is the opposing general. But the plot just clearly needed to be thought out more. “Taxation of trade routes” isn’t a reason for civil war that viewers are ever going to care much about. Instead, things start off with a WWI-style political assassination followed by a WWII-style invasion.

Putting it all together, my revised plot of Episode I:

  • Opening crawl starts with something like “it is a period of peace and prosperity” to contract with Star Wars’s “it is a period of civil war.” It mentions that the young Prince Bail Organa is heading home for his coronation on Alderaan. Meanwhile the evil Count Dooku is up to something and is working with General Grevious’s droid army…

  • Star field. Ship flies in. Inside, we first see C-3PO. He’s briefing Bail on some matter of royal protocol. Bail’s not very interested. They land on Alderaan where there’s a huge crowd assembled to see the coronation. One of the honored guests is Queen Padme Amidala of Naboo. The party is quickly broken up when an assassin kills the king and queen, but their son, Bail Organa, survives. There’s a cool chase or something and Padme gets to be the kickass one, saves Bail, and takes him to her ship. R2-D2 gets them in the sky. The assassin will later be linked to Count Dooku, regent of a nearby system. I think we’ll hold off on revealing Dooku’s connection to Palpatine until the end up Episode II, though. For now he’s just the leader of the bad guys. Anyway, Bail and Padme flee Alderaan for Naboo, but…

  • A massive droid fleet is moving into Naboo’s vicinity. It lands and sets up for a ground invasion while its control ships begin to send out similar forces to other nearby planets. Naboo is to be the hub of Dooku’s invasion force led by General Grevious. Bail and Padme contact her people on the ground and promise to find help.

  • Intercut with all this we see Senator Palpatine calling up alliances to fight Dooku’s invasion. Everyone, including Bail and Padme, are grateful for his support. Palpatine will be able to muster a force of ships to fight off the droid blockade but not a ground army to free Naboo, since the Republic has no army and depends on each planet to supply its own militia.

  • Bail and Padme seek out Qui-Gon Jinn. They meet him and his apprentice, Obi-Wan Kenobi, who agree to help plan the defense of Naboo. Along the way they meet young Anakin Skywalker who is dying to leave his life as a moisture farmer and fly a starship. He’s a great pilot so he’s able to sneak them past the droid ships and onto Naboo.

  • They land on Naboo and meet Jar Jar Binks (who needs a better name). His people know the terrain and they’re able to plan out how to successfully repel the ground invasion. Inside the city Qui-Gon and Obi-Wan encounter Darth Maul and Qui-Gon is killed. Overhead Anakin meets up with the fleet Palpatine sent and they destroy the droid control ship (which doesn’t just turn off all the ground droids because that’s stupid and invalidates the fighting done on the ground).

  • Big celebration. Palpatine rises to chancellor of the Senate but war is coming. Palpatine convinces the Senate that each system’s militiae will not be enough to fight Dooku’s coalition; it votes to raise a standing army and contracts for the clone army to be created.


The second movie is more of a straight war movie. We see the Jedi working alongside the clones, which have been grown between the two films so that we can do away with the “surprise clone army!” moment from AotC when the army literally drops in out of the sky when the plot needs it to arrive. As it progresses, the second movie shows the Republic steadily losing the war. Dooku’s forces seem to always be a step ahead of the Republic’s tacticians.

Obi-Wan sends Anakin to train at the Jedi Temple but he doesn’t stay long, wanting instead to rejoin the fight and not wanting to be apart from Padma for years. We see increasingly how powerful Anakin is–he can already move big stuff with the Force and knows more than all the other Jedi trainees–but he isn’t learning control.

Episode II’s final showdown occurs at the Kamino cloning world. Dooku’s army destroys the facility leaving the Republic without means to replenish its forces (which is why there are no clones by the time of Star Wars). In the third movie we’ll see Stormtrooper regiments here and there augmenting clone troopers. Inside Kamino Anakin will learn that Dooku is really Palpatine’s apprentice and there’s a big fight. Maaaybe Yoda shows up and defeats Dooku.

As with ESB, the film ends as a downer. The Republic is losing the war. The core characters know Palpatine is evil.


In broad strokes I like the way the Emperor gains power in the existing prequels, but all the civil war stuff with separatists and trade unions needs to be easier to understand. One of the best things prequels can do is play with dramatic irony. We the viewer know what’s happening but the characters don’t see it coming. Make Palpatine’s moves seem to be the right thing to do as far as the other characters are concerned, and only Obi-Wan and a few others figure it out when it’s too late to stop it all. Then, after finding out the truth about Palpatine, Bail still has to keep up the appearance of Alderaan’s allegiance. If he doesn’t support the Emperor, he puts Alderaan in jeopardy, but if he does, he turns in back on his friends in the rebellion. He chooses Alderaan, supports the Emperor, and all his friends in the rebellion hate him for it. Bail keeps supporting the rebellion in secret but lives the rest of his life having to pretend to be a loyal imperialist.


Padme starts out a strong character in the existing prequels and gets weaker as they go. Of RotJ’s flaws is that Leia is left just sitting on Endor during the final battle. The prequels need to give Padme more to do, so we’ll see her right at the front trying to liberate her people. Her romance with Anakin will develop on the fly over the course of the films, and they’ll be separated for periods during the war. I don’t see much need for the Jedi to have a celibacy edict.

Padme will start to sense that Anakin is in trouble before he falls to the dark side. We need to see her concealing the fact that she’s carrying twins from Anakin–or maybe that she’s pregnant at all (there’s no reason that Vader needs to have known Luke was his son until much before he tells Luke so, and it helps explain why they never bothered to conceal Luke’s name–Anakin just didn’t know he existed so had no reason to go looking for him).

In the existing Star Wars: Episode III - Revenge of the Sith, Padme is equally as passive as her daughter in RoTJ, having been taken to Mustafar to be kept safe by Anakin. Instead, I think she needs to be in serious jeopardy and running for her life, fleeing with her infant children from some sort of menace–maybe Palpatine’s cool red Imperial Guards. She gets to safety and they realize they need to keep this big secret from Anakin, she has to split up her own children for the good of the entire galaxy, and we see all that anguish, knowing that Leia remembers her as being “kind, but… sad.” Ultimately while Anakin is the tragic figure of the series, it’s through Padme’s last moments on screen that we see that tragedy. Alive, on Alderaan, posing as Leia’s nurse, with nothing left in her but sadness.


So those are my ideas. Dark Horse, when you’re done with The Star Wars and want to make another non-canon series, you know where to find me.

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