Star Wars: 25 Crazy Details Behind The Making Of The Prequel Trilogy

George Lucas didn’t just rehash the old stuff – he took Star Wars to new settings, introduced fans to new characters, and ultimately told new stories.

Throughout the late ‘90s and early ‘00s, George Lucas became one of the most hated people in the world after his Star Wars prequels were accused of ruining millions of childhoods with tacky CGI effects, cute versions of once-fearsome villains, on-the-nose political subtext, banal romantic subplots, and Jar Jar Binks.

However, in the past couple of years, the prequels have been met with a sort of reappraisal. The kids who grew up watching those movies and had to pore through their parents’ VHS collection to watch the original trilogy are all grown up now, and they’re having their own childhoods ruined by a bunch of lens flares, unanswered questions, and J.J. Abrams mystique. So, audiences are realizing that maybe they were a little harsh on the prequels. Lucas did at least imbue them with the same sense of newness and wonder that came along with the originals. He didn’t just rehash the old stuff – he took us to new settings, introduced us to new characters, and ultimately told new stories.

Anyway, as long as Star Wars fans have forgiven the prequels for the impact they had on their young adult lives, here are 25 Crazy Details Behind The Making Of The Prequel Trilogy.

25 George Lucas Wanted To Digitally Resurrect Peter Cushing For Episode III

A big debate in the film industry in recent years has concerned the use of “digital resurrection” – using CGI to bring dead actors’ characters back in sequels and prequels. The technique was used to recreate Peter Cushing’s Star Wars character Tarkin in Rogue One.

However, George Lucas came up with the idea of digital resurrection years before. He intended to use archive footage and CGI technology to bring Cushing back to life to play Tarkin in Revenge of the Sith. However, he wasn’t satisfied with the footage that came back, so he scrapped the idea.

24 Ewan McGregor Got A Little Overexcited When He Shot The Lightsaber Scenes

When we see the lightsaber duels in a Star Wars movie, we hear the humming and the crashing and we see the bright lights and it’s very spectacular. When they shoot those scenes, it’s far less spectacular. The actors have white sticks that clack against one another and they’re in front of a green screen.

When Ewan McGregor was shooting them, he had a habit of making the sound effects with his mouth as he did the choreography, which created a nightmare in post-production. It’s hard to blame a young, bright-eyed Ewan McGregor for getting a little overexcited – he was in a real-life lightsaber duel!

23 The Working Title Of Attack Of The Clones Was A Dig At Jar Jar’s Critics

George Lucas pioneered the technique of using a fake working title during the production of a major blockbuster, like The Avengers or The Dark Knight Rises, to keep fans off the set and stop them from leaking plot details.

He continued to use it during the production of the prequel trilogy, although his fake title for Attack of the Clones sort of gave it away as a Star Wars shoot. In response to the backlash against Jar Jar Binks in The Phantom Menace, he used the fake title Jar Jar’s Big Adventure while filming Attack of the Clones.

22 Samuel L. Jackson Requested Mace Windu’s Purple Lightsaber

When a lot of fans watched the prequel trilogy, they wondered about the significance of Mace Windu’s purple lightsaber. It’s never actually explained in the prequels, but when Samuel L. Jackson signed up to play the character, his one condition was that George Lucas had to give him a unique lightsaber: “We had this big arena, this fight scene [in Episode II] with all these Jedi and they’re fighting or whatever. And I was like, ‘Well... I wanna be able to find myself in this big ol’ scene. So, I said to George, ‘You think maybe I can get a purple lightsaber?’”

21 Liam Neeson’s Height Cost The Set Designers An Extra $150,000

Liam Neeson is famously one of the tallest stars in Hollywood, but during the shooting of The Phantom Menace, that height came at a price. The sets were only built up to the actors’ heads and the rest was filled in with CGI. But Neeson was so tall that he cost the set designers an extra $150,000 to build the sets up to the top of his head.

Qui-Gon’s untimely demise at the end of Episode I wasn’t written in due to a budgetary concern to keep his tall head out of the other two, but it did help.

20 Mustafar’s Lava Is Taken From Mt. Etna Footage

While Episode III was shooting, Mt. Etna was erupting in Italy. George Lucas got a hold of some of the footage of the lava erupting and used it to make up the volcanic landscapes of Mustafar for the emotionally charged final battle between Obi-Wan and Anakin.

It’s no wonder that this footage was real, because if it was just made-up CGI, we wouldn’t feel the heat or the danger. In its final form, we do. Lucas has also said that he came up with Mustafar’s look when he asked himself what he thought Hell looked like.

19 There’s A Hidden Empire Strikes Back Setup In Attack Of The Clones

Millennium Falcon in asteroid field

There’s a scene in Attack of the Clones that secretly sets up a similar scene in The Empire Strikes Back. When Jango and Boba Fett are pursuing Obi-Wan through an asteroid field, he hides from them by landing his starfighter on an asteroid.

Young Boba notices this and remembers it a few decades later when he’s an adult, chasing Han Solo through an asteroid field, and is therefore able to spot him hiding the Falcon on an asteroid. It’s one of a few subtle references to Han Solo that Lucas slipped into the prequels without actually depicting him as a young man.

18 CGI Yoda Wasn’t Perfected In Time For Episode I

Yoda and Mace Windu in Star Wars The Phantom Menace

During the pre-production for Episode I, the visual effects team tried to create a CGI Yoda in the same way they had created a CGI version of everything else, but they couldn’t get it right. So, the puppeteers were brought back in. By Episode II, they’d managed to perfect it, and so Attack of the Clones became the first movie to have a Yoda that was fully computer-generated.

Rian Johnson would end up going back to the old puppetry tricks in The Last Jedi, in which he CGI-ed the Force ghost thing over a practical puppet effect. (Yes, that’s why it looked so weird.)

17 Darth Vader’s Breathing Can Be Heard At The End Of Episode I

Before Episode I was released, the idea of a Star Wars prequel trilogy that would fill in the gaps and show us how a wayward Jedi Padawan named Anakin Skywalker grew up to become Darth Vader sounded far more exciting. Vader’s shadow loomed large over the movie – and literally over the poster.

After the end credits have finished rolling, Darth Vader’s distinctive heavy breathing can be heard over the black screen that remains. The Vader connections were softened in Episode II, but they were all over Episode III in the lead-up to the actual transformation.

16 Some Great Actors Auditioned To Play Anakin Skywalker

We saw Anakin as a little boy played by Jake Lloyd in Episode I, but there was a time jump before the events of Episode II and George Lucas had to recast the role and find a twentysomething Anakin. So, despite the fact that it was halfway through the prequel trilogy, actors were lining up to play the lead role.

A bunch of famous actors tried out – including Christian Bale, Leonardo DiCaprio, Heath Ledger, Paul Walker, Colin Hanks, Ryan Phillippe, and James Van Der Beek – before Hayden Christensen’s wooden acting somehow won him the role.

15 General Grievous’ Cough Is George Lucas’ Own Cough

George Lucas developed a bad cough during the production of Revenge of the Sith, so he decided to record the sound of his gross, throaty coughs and use them for the General Grievous character. So, while the character himself is voiced by Matthew Wood, his cough is voiced by George Lucas.

Reportedly, Wood was a sound engineer working on the movies who submitted his audition anonymously, to avoid an awkward situation or some kind of bias with the casting team, and ended up getting a call asking for his real name because he’d landed the role.

14 Jabba The Hutt (Technically) Played Himself In Episode I

Jabba the Hutt in 'Star Wars: Episode I - The Phantom Menace'

The end credits for Episode I credit Jabba the Hutt as being played by “himself.” This may have been because George Lucas found the early CGI technologies he’d pioneered to have created a Jabba the Hutt that was so incredibly realistic that audiences would genuinely believe a Hutt came down from space to play himself in the movie.

Jabba’s placement in the storyline of The Phantom Menace – literally presiding over the podracing tournament halfway through the movie – was one of the prequel trilogy’s more overt references to the original trilogy.

13 Young Han Solo Was Supposed To Appear On Kashyyyk

In early drafts of the script for Episode III, George Lucas had a young Han Solo in the Kashyyyk scene. He would be shown as an orphaned kid who was being raised by Chewbacca, but the scene was later cut.

This was a wise decision, because it would recontextualize Han and Chewie’s relationship in the worst way. Theirs isn’t a father/son dynamic – they’re just best pals. The Millennium Falcon Easter egg is a much more effective (and much more subtle) way to nod to Han Solo in the prequel trilogy.

12 E.T.’s Species Is Represented In The Galactic Senate

In one of the Galactic Senate scenes in The Phantom Menace, a few aliens from the same species as the title character in Steven Spielberg’s E.T. the Extra Terrestrial can be seen. George Lucas threw this Easter egg in as a tribute to his old pal Spielberg.

It suggests that Star Wars and E.T. take place in the same universe, which would mean that the Milky Way galaxy and Earth and humans and Elliot all exist in the Star Wars universe. Maybe Disney will explore this in the future with Phone Home: A Star Wars Story.

11 George Lucas Accepts That He Can’t Write Romantic Dialogue

Anakin Padme Picnic

The scenes involving Anakin and Padmé falling in love – specifically the ones in Attack of the Clones – have been criticized for their flat, banal, aimless romantic dialogue. George Lucas has openly admitted that one of his weaknesses is his romantic dialogue, and he even threw out a whole scene on the set and told Hayden Christensen and Natalie Portman to ad-lib some new stuff instead.

To be fair, what they ended up improvising couldn’t have been any better than what Lucas wrote, because fans didn’t notice a scene where their romance suddenly spiced up before going back to banality.

10 The Title Revenge Of The Sith Was A Play On Return Of The Jedi’s Original Title

Return of the Jedi was originally called Revenge of the Jedi. There were even posters printed with that title on them. But at the last second, Lucas decided the Jedi would never exact revenge and changed it to Return of the Jedi.

Cut to a few years later and he’s making the third movie in the prequel trilogy. This one is all about the Sith and he figures, Hey, the Sith would exact revenge. So, he calls it Revenge of the Sith. It’s a nod to dedicated fans and it’s also a great title for the movie.

9 There’s A Pulp Fiction Reference Engraved On Mace Windu’s Lightsaber

On the handle of Mace Windu’s lightsaber, there’s an engraving that reads: “Bad Mother....” Well, you get the rest. This will be familiar to movie buffs as the message that was written on Samuel L. Jackson’s wallet in the final diner scene in Pulp Fiction. Reportedly, the wallet used for that scene actually belonged to the movie’s writer and director, Quentin Tarantino.

This was not the only time a blockbuster starring Samuel L. Jackson would reference Pulp Fiction. We all remember Nick Fury’s gravestone in Captain America: The Winter Soldier bearing the Biblical passage: “The path of the righteous man...”

8 The Original Cut Of Episode III Was Four Hours Long

The rough cut of Revenge of the Sith ran to around four hours long. The opening space battle scene where Obi-Wan and Anakin break into a giant starship to rescue Palpatine alone ran for over an hour. Obviously, at some point, Lucas came to his senses and realized a movie can’t have an hour-long opening scene.

But all that unused opening scene footage was later recycled for release in the movie’s tie-in video game, so not a penny was wasted. These are the kinds of smart business decisions that Lucas makes.

7 There Are No Real Clone Troopers In The Prequels

Star Wars: Clone Troopers and Dropship

Despite the huge armies of Clone Troopers that appear in the prequel movies, according to the trilogy’s animation director Rob Coleman, the crew didn’t build a single Clone Trooper suit. Every single Clone Trooper that we see in the prequel trilogy – whether it’s in a battle sequence or they’re shipping out and they’re marching around the Republic – is entirely computer-generated.

This is hardly surprising, since you can totally tell. The armies of Stormtroopers in the original trilogy are clearly there, whereas the armies of Clones in the prequels look like they were lifted from a video game’s B-roll footage.

6 Obi-Wan’s Beard Is Prosthetic In Some Episode II Scenes

Obi Wan Flying

Right after production wrapped on Attack of the Clones, Ewan McGregor started filming a clean-shaven role in Black Hawk Down. When George Lucas called him in for Episode II reshoots, he had to wear a prosthetic beard – and it’s really obvious.

It’s most noticeable in the scene in which Obi-Wan is talking to Anakin in the elevator at the start of the movie. You may remember a similar thing happened with Henry Cavill’s Mission: Impossible – Fallout mustache being CGI-ed out of the Justice League reshoots and the Internet went nuts.

5 Yoda’s Self-Exile On Dagobah Was Cut From Revenge Of The Sith

The original cut of Revenge of the Sith had a more Return of the King-style ending where we cut through a montage to see how everyone ended up. There was a scene in which we see Yoda exile himself to Dagobah. Producer Rick McCallum loved it and begged Lucas to leave it in, but Lucas wanted to keep the focus on the Skywalker family and exiled the scene to a life in the DVD bonus features.

It’s hard to guesstimate with this one whether McCallum was right or Lucas was right. On the one hand, the scene would give us closure on Yoda’s journey. On the other hand, it might have distracted from the center of these movies, the Skywalkers.

4 Benicio Del Toro Was Originally Set To Play Darth Maul

Benicio del Toro DJ Star Wars Last Jedi

Benicio del Toro was the first actor that George Lucas had set to play Darth Maul. In the earlier drafts of The Phantom Menace, Maul was chattier and more extroverted. He had a bunch of lines. When Lucas realized (wisely) that the character would be more fearsome if he hardly ever spoke and chose his words wisely, he removed most of the character’s lines.

In fact, in the final cut of the film, he only has three spoken lines. Del Toro didn’t want to play some villain who never spoke and was covered in makeup, so he jumped ship. He ended up disappointing fans with his turn as “DJ” in The Last Jedi instead.

3 Revenge Of The Sith Had Over Six Times As Many VFX Shots As A New Hope

In Revenge of the Sith, there are 2,200 visual effects shots. When George Lucas made the original Star Wars film way back in 1977, using mostly purpose-built sets, practical stunt work, and miniatures to create the action sequences, it had only 350 VFX shots.

Revenge of the Sith’s total is also more than the two previous prequels, which had also been rammed with CGI effects, so Lucas really wanted to go big with the finale. For a frame of reference, 2018’s Avengers: Infinity War used 2,680 VFX shots and it had over a dozen main characters with CGI components.

2 Liam Neeson Didn’t Read A Script Before Signing On

When he was offered a role in The Phantom Menace, Liam Neeson didn’t even read a script before accepting the role, because he wanted to be in a Star Wars movie. Whatever the role was, whatever the story was, whatever the script was, he was up for it.

In hindsight, maybe he should’ve given the script a quick glance. His character, Qui-Gon Jinn, ended up being one of the most interesting and exciting new characters in the movie, but he did also push to have Anakin trained as a Jedi against Yoda’s wishes, and look where that got us.

1 Someone In An Early Episode I Screening Called It “Mind-Bogglingly Good”

According to Jake Lloyd, when George Lucas screened an early cut of The Phantom Menace that was reportedly six hours long, one of the viewers in attendance called it “mind-bogglingly good.” When the movie was actually released in its final form, there were very few fans whose minds couldn’t fathom how great it was.

So, either it was heavily changed between the initial cut and the final cut, or the guy who called it “mind-bogglingly good” is the most easily pleased moviegoer on Earth (or they were afraid to tell the truth to a behemoth like Lucas).

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