15 Untold Secrets Of The Star Wars Prequels

Anakin Skywalker fighting Obi Wan Kenobi in Star Wars Revenge of the Sith

The Star Wars prequels have become some of the most divisive movies ever to play the big screen…or just about anywhere else. While they continue to win praise for imagination, groundbreaking effects and some great performances, detractors savage them for overuse of special effects, plodding paces, boring story and wooden acting in several key roles. Even after the sale of Lucasfilm to Disney, the legacy of the Prequel Trilogy lives on in ancillary literature and the acclaimed Clone Wars and Rebels TV series.

Much like the Original Trilogy before it, the Prequel Trilogy went through different permutations and iterations during development. George Lucas has often claimed that he had the whole of the story written as far back as 1976, though reality is far more complicated. While he maintains a public expression of pride, privately Lucas himself finds frustration with the prequels. Call out the battle droids, ignite your lightsaber and don your clone trooper armor! Check out 15 Untold Secrets of the Star Wars Prequels!

15 Anakin & Boba Fett were almost brothers

Star Wars: Anakin Skywalker, played by Hayden Christensen

Contrary to popular claims—including his own—George Lucas never had a detailed story in mind when he announced the Prequel Trilogy. Rather, he had a backstory of broad action and random details about Anakin’s birth and life. In actuality, most of that backstory only pertained to Anakin’s downfall and the genocide of the Jedi, and with Palpatine’s rise to power within the Republic, later the Empire. That shows in the final movies—the Prequel Trilogy follows Palpatine’s rise just as much as it follows Anakin’s.

One particular blank in Lucas’ outline though concerned Anakin’s early life. Where did he come from, and what became of his family? Lucas toyed with an idea during development of The Phantom Menace of giving Anakin a half brother—Boba Fett. Fans have often remarked at the eerie rapport the two have with one another in The Empire Strikes Back, and Lucas realized that Fett had become a fan-favorite character. Lucas had also considered giving Fett a more prominent role in the Original Trilogy, when Return of the Jedi would have led into the scrapped Sequel Trilogy (now replaced by The Force Awakens). Ultimately though, Lucas decided on a different Boba Fett storyline for the prequels, as he deemed the Fett-Anakin fraternity too corny.

14 Episode I almost featured an older Obi-Wan and Anakin

Qui-Gon Jinn, Anakin Skywalker, R2-D2, and Obi-Wan Kenobi in Star Wars, Episode I: The Phantom Menace

Lucas wrote the general story for the film that would become The Phantom Menace during the 1970s, first as backstory for Star Wars, and later during development of Empire. He further expanded the story in the 1990’s during the so-called Star Wars Renaissance that culminated with the release of the Special Editions. In its earliest form, The Phantom Menace, under the working title The Beginning, featured a similar story, but with several key differences.

For one thing, the film introduced Anakin Skywalker as a 15-year-old slave. It’s possible that Natalie Portman was cast under this pretense. Padme’s relationship with Anakin would have flourished more in Episode I that it does in the final movie. Anakin would also have taken a more active role in the action, and he and Padme shared a dogfight scene in which the two pilot a starfighter together to destroy the Trade Federation ship. Obi-Wan too would have had a bit of a different story. In this early draft, he was the only Jedi Knight dispatched to mediate negotiations between the Trade Federation and the Naboo government. Qui-Gon Jinn would have appeared as well, though as a Jedi closer in age to Obi-Wan, and would not make his entrance until the characters arrive on Coruscant.

13 Attack of the Clones underwent the most restructuring during editing

Clone trooper army in Star Wars Attack of the Clones

George Lucas took a brief vacation with his family before starting work on Attack of the Clones. Lucas hired Jonathan Hales to help him write the screenplay, when the director realized he’d locked himself into a time crunch before production would need to begin. Perhaps this hasty writing period caused the problems that Lucas would have focusing the story of the film.

After viewing a rough cut of the movie, Lucas felt dissatisfied. He thought the film focused a bit too much on Obi-Wan tracking down the origins of the clone army rather than the romance between Anakin and Padme, which played out on her family homestead on Naboo. Lucas decided to heavily alter the plot—mostly the second act—of Attack of the Clones in reshoots. Lucas scrapped the scenes of Padme’s family, and instead decided to show Anakin and Padme alone on a romantic adventure. Lucas also added a red herring to the plot. Originally, Obi-Wan learned of a Jedi called Sio-Dyas, who had commissioned the clones on Kamino. Lucas thought it too obvious a link to Darth Sidious, so he created the character Sifo-Dyas to enrich the mystery of the clones. He’d hoped to resolve the mystery in Revenge of the Sith, though when that plot proved too dense, it would take until the Clone Wars TV series for fans to get a proper explanation of the clone origins.

12 Revenge of the Sith originally had a much more elaborate plot with characters like Padme

Fans often scratch their heads at some of Lucas’ creative choices on The Phantom Menace…like why, for example, did he make Anakin an almost secondary character in his own story? Much like the Original Trilogy, Lucas wanted the prequels to feature an ensemble cast, each with their own stories. He intended to carry this approach over for the entirety of the Prequel Trilogy, and in fact, filmed more than an hour of deleted footage for Revenge of the Sith.

With the movie running far too long, however, Lucas realized that he needed to maintain the focus on Anakin for the story to work. That meant deleting subplots with other characters, and Padme’s role suffered the most. Originally, Padme would have had her own story, which also featured Bail Organa and introduced characters like Mon Mothma. Concerned by Palpatine’s rise as an autocrat, Padme would encourage a secret alliance between democratic worlds to stop further encroachment by the Republic/Empire. Thus, would the Rebellion have emerged. Lucas, however, found the scenes very talky and unnecessary to the main Anakin plot. Thus, the Rebel Alliance subplot ended up on the cutting room floor.

11 Ian McDiarmid was not planned to return

Ian McDiarmid as Emperor Palpatine in Star Wars

Fans have often wondered why George Lucas took so long to make the Prequel Trilogy. Given Ian McDiarmid’s age, one theory postulates that Lucas waited to make the films just so McDiarmid could return to play Palpatine!

The truth isn’t so glamorous. Lucas never planned to have McDiarmid return to the films. In fact, he had no idea when he would begin the Prequel Trilogy! Just after the release of Return of the Jedi back in 1983, Lucas underwent a very messy divorce from his wife Marcia. The former Mrs. Lucas ended up walking away with a reported $50 million divorce settlement, the highest in history up to that point. With most of his personal wealth lost in the divorce, Lucas would need to wait years to recover enough money to self-fund the movies. The stress of the Original Trilogy had also taken its toll on Lucas—he had no desire to return to Star Wars after the troubled productions of Empire and Jedi. Only after the Star Wars Renaissance and the advent of computer generated imagery did Lucas decide to move ahead with the prequels, and even then, the films took on a much different life than he’d expected…

10 Leonardo DiCaprio turned down the part of Anakin

Leonardo DiCaprio in Man in the Iron Mask

Poor Hayden Christensen! Perhaps more than any other actor in the Prequel Trilogy, Christensen suffered the brunt of critical and audience attacks for his performance as the emotionally imbalanced Anakin Skywalker. Perhaps nobody could have avoided the lambasting Christensen suffered. Maybe the issues lay with the character, rather than the actor playing the role.

But we digress. In any case, Christensen wasn’t the first choice for the role of Anakin. That distinction goes to another successful performer—Leonardo DiCaprio. Lucas and DiCaprio met not long after the release of The Phantom Menace to discuss the actor’s possible involvement in the subsequent prequel films. Hot of the success of Titanic, DiCaprio’s name had long circulated as a rumored possibility for the part. While in retrospect DiCaprio’s casting might seem appealing, especially given the derision Christensen suffered, in 2000, the teen-heartthrob status DiCaprio had acquired with Titanic divided Star Wars fandom. More to the point, DiCaprio had come to hate his mega-celebrity hunk image, preferring a reputation as a great actor rather than that of a star. He turned down the part to pursue other roles, opening the door for Hayden Christensen to take up the lightsaber.

9 Qui-Gon’s role was meant to be larger throughout the trilogy

Liam Neeson as Qui Gon Jinn in The Phantom Menace

After the full release of the Prequel Trilogy, fans wondered aloud just why the story included the character of Qui-Gon Jinn. As played by Liam Neeson, Qui-Gon appeared only in The Phantom Menace before meeting his hands at the end of Darth Maul and disappearing from the rest of the story. Why include such a character that never seemed to have a real function in the ongoing story?

In truth, Lucas had intended Qui-Gon to have a much larger role in the trilogy. Much as Obi-Wan appeared as a Force ghost in both Empire and Jedi, Qui-Gon would have returned through the Force to try to prevent Anakin’s turn to the Dark Side. A motorcycle accident prior to shooting Attack of the Clones, according to reports, made Lucas scrap Qui-Gon’s involvement beyond some recycled audio in one scene. Revenge of the Sith would have featured a brief appearance from Qui-Gon as a disembodied spirit. With the film already running too long, however, Lucas decided to excise the scene. In the final film, Yoda mentions Qui-Gon in passing as having returned through the Force thanks to his act of self-sacrifice. Like several other omissions in the prequels, Qui-Gon’s return through the Force would get a more detailed story in Clone Wars.

8 Lucas had created Jar Jar back in the 70s

Jar Jar Binks Ahmed Best in Star Wars

Jar Jar Binks holds the dubious title of Most Hated Character in Star Wars. Hell, he might actually be the most hated character ever created for a film! Cynics grumbled that George Lucas had created the character as a means of selling more merchandise, particularly to younger children who might see The Phantom Menace. Fans may hate Jar Jar, but their accusations of him as a cash grab have little foundation.

George Lucas created Jar Jar, at least in the most general sense, back during the writing period for Star Wars. Critics have often noted that Lucas used the Kurosawa film The Hidden Fortress as a sort of template for the plot of Star Wars. Hidden Fortress also features two bumbling servant characters, which Lucas reconceived as C3-P0 and R2-D2 in the Original Trilogy. He made notes that the Prequel Trilogy should also have a bumbling servant character as well, and years later, would call him Jar Jar. Much of Jar Jar’s slapstick actually alludes to a number of silent comedies with stars like Harold Lloyd and Buster Keaton. Lucas had sought to recreate the same kind of endearing character, though Jar Jar would instead become the lightning rod for everything fans hated, not just about The Phantom Menace, but the Star Wars series as a whole.

7 A host of other talents were, at one point or another, considered to write, direct or both


Fans often wonder why, if George Lucas had so little desire to direct after Star Wars, did he return to the series, not just as director, but as the writer of the screenplays as well. After all, both Empire and Jedi featured different directors, and scripts written by professional screenwriters to great effect.

It might surprise casual observers to know that George Lucas did not want to write and direct the Prequel Trilogy, at least not at first. When work began on the film that would become The Phantom Menace in the early 1990s, Frank Darabont’s name cropped up as a possible candidate for both writing and directing duties. Darabont had previously worked on the Indiana Jones films for Lucas, and become a praised director in his own right. Lucas also announced that Carrie Fisher would aid in developing the story for the prequels. As Lucas began writing the story, however, he decided to pen the first draft himself. After getting input from both Fisher and Darabont, he also decided to write subsequent drafts. Around the same time, Lucas and producer Rick McCallum met with a number of high-profile directors, including Darabont, Ron Howard (who had directed the Lucas-produced Willow, Robert Zemeckis and Steven Spielberg. All encouraged Lucas to direct the film himself since, after all, Lucas had created Star Wars and directed the original movie. Lucas then decided to direct Phantom Menace himself, while handing the next two films off to a new director. Seduced by the promise of digital technology, however, Lucas ended up staying in the director’s chair for all three films.

6 At one point Lando was considered to be a clone

Billy Dee Williams as Lando Calrissian in Star Wars

Much of the Star Wars mythos developed between the time of Star Wars’ release and the scripting of The Empire Strikes Back. Lucas had created a brief outline and backstory while writing the original movie, which he then revised and expanded in hopes of creating a film saga that would span at least three trilogies. One element that needed more specifics was the Clone Wars, the galactic conflict which several characters had mentioned in Star Wars. In reality, Lucas had created the mention without really knowing what the Clone Wars had entailed, or how they transpired.

When it came time to pen Empire, Lucas and his screenwriters Leigh Brackett and Lawrence Kasdan decided to expand on the concept. In creating Lando Calrissian, Lucas had envisioned the character as a hold-over from the Clone Wars. Lando would represent one of the few clones to survive the wars, relocated to the planet Bespin. Lucas backed away from this idea when writing the prequels for multiple reasons. For one thing, Lando’s age would not mix with the timeline of the story, given when the Clone Wars would have taken place. For another, Lucas had to explain the origins of the Imperial stormtroopers, and a clone army could explicate just how scores of troops could appear almost overnight. Third, the clone army gave Lucas a chance to include the character of Boba Fett in the story, involving another fan-favorite in the Prequel Trilogy.

5 Lucas intended Palpatine as Anakin's father

Palpatine in Star Wars The Phantom Menace

Anakin’s virgin birth origins raised a few eyebrows upon release of The Phantom Menace back in 1999. Just as intriguing, the character Palpatine would introduce the story of Darth Plagueis, a Sith who could manipulate the Force to create life—even eternal life. Just how do these story threads tie together, and what subtext does Palpatine try to convey to Anakin?

Early drafts of Revenge of the Sith used a far less subtle approach to the subject. Originally, Palpatine would not have just revealed himself as a Sith to Anakin. In a scene that mirrors the famous moment of Empire, Palpatine would have revealed himself as Anakin’s “father,” the one who manipulated the Force to conceive Anakin back on Tatooine. The scene would have further drawn parallels to Luke Skywalker’s story in the Original Trilogy, and underlined the different choices made by father and son. Luke resisted his father’s offer of power, while Anakin would have succumbed to it.

Lucas dropped the scene in rewrites, preferring instead a more ambiguous approach. Even with this indistinct outlook, the possibility of a Palpatine-Anakin-Luke family reunion give the final scenes of Return of the Jedi an eerie new resonance.

4 Boba Fett would have killed Mace Windu in early development of Revenge of the Sith

Samuel L Jackson in Attack of the Clones

Around the time Attack of the Clones rolled into production, and with the announcement that a young Boba Fett would appear in the film, George Lucas promised fans that Boba would also return in the following movie, later titled Revenge of the Sith. Astute viewers, however, note that Fett appears nowhere in the finished film. What happened?

Early concept artwork for Sith does show a teenaged Boba Fett, indicating that Lucas had kept him in the story until just before the scripting period. Several things happened that kept Fett out of the story. For one thing, Lucas knew that Anakin’s turn to the Dark Side would need a certain pace, given the runtime of the film. Originally, Boba Fett would have joined with the Septratists under Count Dooku to exact revenge on the Jedi Order. Anakin would have killed Dooku half way through the film, and become Darth Vader. Meanwhile, Boba Fett would track down and kill Mace Windu in a spectacular duel.

Lucas changed this approach, deeming Anakin’s turn too abrupt. He then retooled the story to have Dooku die early on, giving Anakin a more gradual turn. The actual “turn scene” would happen when Anakin would literally betray the Jedi by killing Mace Windu himself. Combining the roles of Dooku and Fett then necessitated the creation of General Grievous to fill in the remaining villain functions.

3 The droid factory scene in AOTC was written the day it filmed

Droid Factory in Attack of the Clones

George Lucas found himself dissatisfied after viewing a rough cut of Attack of the Clones. Besides feeling the movie didn’t have enough focus on the Anakin-Padme relationship, he also found the third act, which introduced the pivotal character of Count Dooku, too plodding and talky. Lucas then decided the last act needed another action sequence before the Battle of Geonosis, and called the actors back for reshoots.

The day of filming, Lucas decided that Anakin and Padme should have a chase through a droid factory (in part, because Lucas’ close friend Steven Spielberg had decided to use a similar factory chase in his film Minority Report, which opened the same summer). Lucas penned the scene just before the cameras rolled, and used blue and green screen technology to create an all-digital set. It also provided a more exciting capture of Anakin and Padme by Dooku, rather than having them simply arrive on Geonosis and get taken prisoner.

2 The Phantom Menace uses a lot of practical effects, including more miniatures that the OT

Naboo in the Star Wars movies

Detractors of the Prequel Trilogy often attack the films for an overreliance on digital technology to create props and sets. That may or may not be true of Attack of the Clones with its digital droid factories or Revenge of the Sith with its volcanoes and legions of clone troopers, The Phantom Menace uses surprisingly little in the way of computer effects.

Lucas used most of the CGI in Phantom Menace to bring the character of Jar Jar Binks to life. The film also uses computer compositing to combine elements into a single shot. Most of those elements, however, involve more traditional, practical effects. Observe, for example, scenes in Mos Eisley, or in the Senate chamber. While the sets may use digital elements, the characters themselves are often realized through puppets, or through costumed actors. Likewise, the Palace of Theed used CGI, miniatures and actual location photography to bring Naboo to life. In fact, Phantom Menace used so many minatures, it actually used more than every film in the Original Trilogy combined did!

1 Dooku had a more elaborate backstory that was cut

Star Wars: Christopher Lee as Count Dooku

Star Wars characters have a reputation for highly detailed, elaborate backstories that somehow don’t end up in the actual films. Consider Lando’s scrapped origins as a clone, or the reasons Darth Vader wears a suit. Fans often pick up on these tales through ancillary sources like interviews, toys or other supplemental materials. The character of Count Dooku, as played by Sir Christopher Lee, actually had a backstory that made it all the way before the cameras on Attack of the Clones, before getting dropped during editing.

As Lucas envisioned, Count Dooku had studied under Yoda himself before becoming a flamboyant Jedi himself. Having trained under Yoda’s tutelage, Dooku would posses incredible skills with a lightsaber, and use an older style of fighting that most Jedi had long abandoned, hence his need for a lightsaber with a curved hilt. Dooku would have also trained young Qui-Gon Jinn, to whom he passed a certain insubordinate attitude when it came to the Jedi Council. Following Qui-Gon’s death, Dooku would have left the Jedi Order in disgust for their failure to anticipate a Sith attack, or discover its origins. He’d then join the Sith himself as Darth Tyrannus, and help Palpatine engineer the Clone Wars.

Much of this backstory later made it into novels, comics and the Clone Wars TV series, albeit tweaked to fit with more established canon. In any case, the story adds a larger mystique to Dooku’s character, making his brief appearances in the movies something of a missed opportunity.


Did we leave out your favorite prequel trivia? Tell us in the comments!


  • Star Wars: Rogue One / Rogue One: A Star Wars Story release date: Dec 16, 2016
  • Star Wars 8 / Star Wars: Episode VIII release date: Dec 15, 2017
  • Untitled Han Solo Star Wars Anthology Film release date: May 25, 2018

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