Star Wars : Episode I The Phantom Menace Star Wars " : Episode I " The Phantom Menace is a 1999 film written and directed by George Lucas , produced by Rick McCallum and starring Liam Neeson , Ewan McGregor , Natalie Portman , Jake Lloyd , and Ian McDiarmid . It is the first film in the " Star Wars " prequel trilogy . " The Phantom Menace " was released in theaters on May 19 , 1999 , becoming the first " Star Wars " film since , which was released sixteen years earlier . The release was accompanied by extensive media coverage and great fan anticipation . Despite mixed reviews from critics and fans , the film grossed $ 924 . 3 million worldwide , making it the second highest - grossing " Star Wars " film when unadjusted for inflation . It was re - released on Blu - ray in September 2011 , and was re - released in theaters in 3D on February 10 , 2012 . The film was the catalyst for fifteen years of " Star Wars " storytelling that would primarily take place around the time of the prequel storyline . The success of the film allowed for the next two chapters of the prequel trilogy , as well as the and . Synopsis . There is trade dispute between the Trade Federation and the outlying systems of the Galactic Republic , which has led to a blockade of the small planet of Naboo . Supreme Chancellor Finis Valorum , leader of the Galactic Senate , has secretly dispatched two Jedi , Master Qui - Gon Jinn and his Padawan , Obi - Wan Kenobi , to serve as " the ambassadors " to the Federation flagship , in order to meet with Viceroy Nute Gunray and resolve the dispute . Unknown to them , the Trade Federation is in league with the mysterious Darth Sidious , Dark Lord of the Sith , who secretly orders Gunray to invade Naboo and kill the two Jedi upon their arrival . When Gunray asked if it was illegal , Sidious implied that he would ensure that the invasion was made legal . Using poison gas , the Viceroy attempts to poison the two Jedi Knights , but fails . After having to battle through squads of battle droids , Jinn and Kenobi make their way to the command deck where Gunray is located , shielding himself behind blast doors . The Jedi are forced to flee upon the arrival of two Destroyer Droids , but with their ship , " Radiant VII " , now destroyed , the two Jedi stow themselves aboard two separate Federation landing craft leaving for the surface of Naboo to begin the invasion . Queen Amidala then contacts Gunray expressing her disapproval of their blockade of Naboo , with Gunray explaining that they wouldn ' t have done it without the approval of the senate . After questioning Gunray regarding the arrival of ambassadors sent by the Chancellor , Gunray claims that they have been greeted by no such ambassadors , leaving Amidala startled . Gunray , after ending communications with her , informs his aide that they should disable all communications on the planet in case she suspected an invasion . Meanwhile , Amidala is conversing with Senator Sheev Palpatine regarding the recent attempt at negotiations and how Gunray claimed that they did not receive any ambassadors . Surprised , Palpatine states that he had assurances from the Chancellor that his ambassadors did arrive . However , Palpatine is unable to finish his sentence and his hologram begins to short out . Naboo Governor , Sio Bibble , suspects that the shorting out of communications is a sign that an invasion from the Trade Federation is imminent . On the planet ' s surface , Qui - Gon saves local native outcast Jar Jar Binks from being crushed by an MTT . Later , STAPs attack but are destroyed by Qui - Gon . Jar Jar Binks shows the two Jedi the way to an underwater Gungan settlement , Otoh Gunga , escaping the Trade Federation army . Meanwhile , the Trade Federation invades Naboo and captures Queen Amidala . The Jedi meet the Gungan leader , Boss Nass , and ask him to help the people of Naboo , but Nass refuses and sends them off in a bongo submarine . They are attacked by an opee sea killer and a colo claw fish but both fish are eaten by a sando aqua monster . The Jedi , with Binks in tow , reach Theed , the capital city of Naboo , and rescue Queen Amidala from the Trade Defense Force . They depart for Coruscant , the Galactic Republic ' s capital planet , to ask for help from the Senate . An astromech droid named R2 - D2 manages to repair the Queen ' s starship and they narrowly escape an attack from Federation battleships . Due to the damage the ship ' s hyperdrive sustained in the attack , the Queen ' s party is forced to land on the desert planet of Tatooine for repairs . While searching for a new hyperdrive generator , they befriend young Anakin Skywalker , a slave boy , whose master is Watto , a Toydarian junk dealer . Watto has the required parts in stock , but Qui - Gon is unable to purchase them , as Republic credits are worthless on Tatooine . Anakin is gifted with piloting and mechanical abilities , and has built an almost - complete droid named C - 3PO . Qui - Gon senses a strong presence of the Force in Anakin , and feels that he may be the Chosen One – the one who will fulfill a prophecy by bringing balance to the Force . By entering Anakin into a podrace , Qui - Gon orchestrates a gamble in which the boy ( alone , since Qui - Gon was unable to include the youth ' s mother in the bargain ) will be released from slavery while also acquiring the parts needed for their ship . The night before the race , Qui - Gon does a blood test on Anakin and discovers that the boy ' s midi - chlorian reading is off the chart . Anakin wins the race and joins the team as they head for Coruscant , where Qui - Gon plans to seek permission from the Jedi High Council to train Anakin to be a Jedi . Meanwhile , Darth Sidious sends his apprentice , Darth Maul , to kill the two Jedi and capture the Queen . Maul appears just as the group is leaving the planet , and duels with Qui - Gon . The fight is cut short when Qui - Gon manages to escape his black - robed assailant by jumping onboard the Naboo Royal Starship as it takes off . On Coruscant , Qui - Gon informs the Jedi Council of the mysterious attacker he encountered on Tatooine . Because of that being ' s obvious mastery of the Jedi arts , the Council becomes concerned that this development may indicate the reappearance of the Sith , a religious order who were followers of the dark side of the force and thought to be long gone . Qui - Gon also informs the Council about Anakin , hoping that he can be trained as a Jedi . After testing the boy and deliberating with one another , the Council refuses , deeming him too old for training according to the Jedi Code . They are also concerned due to their sensing of a seemingly clouded future and a strong presence of fear in the boy . Meanwhile , Senator Palpatine , warning of the corruption in the Senate , advises Queen Amidala to call for a Vote of No Confidence in Supreme Chancellor Finis Valorum . Seeing no alternative , the Queen takes this advice when she addresses the Senate . Palpatine is among the candidates to become the new Supreme Chancellor . The Queen later announces to Palpatine that she will return to their home planet to repel the invasion of her people by herself . She is frustrated by the Senate ' s deliberation and lack of action , and feels that even if Palpatine is elected Chancellor , it will be too late . The Jedi Council sends the two Jedi to accompany the Queen back to Naboo , hoping to shed light on any Sith involvement . Amidala , back on Naboo , attempts to locate the Gungans at Otoh Gunga , but Jar - Jar , after searching Otoh Gunga , informs them that it was abandoned . He then leads them to a sacred area which he was certain they were at . Upon arriving at the Gungan Sacred Place , Amidala negotiates with Boss Nass to form an alliance and unite in battle against the Trade Federation . Captain Panaka and several other security forces were also dispatched to rescue anyone imprisoned in the Trade Federation ' s prison camps , although they were only able to successfully extract a handful . Next , Amidala informs Qui - Gon and Nass of her battle strategy : with the Grand Gungan Army acting as a distraction to the bulk of the main Trade Federation forces , the Naboo resistance led by Amidala , Qui - Gon and Obi - Wan will infiltrate Theed via a secret entrance located inside one of the waterfalls . Nute Gunray , taking the bait regarding the Gungan Army , informs Darth Sidious about the Grand Army , the latter then promptly ordering Gunray to wipe out the Gungans and the Naboo as the Trade Federation prepares for battle . Captain Roos Tarpals orders the Gungan Grand Army to start up their shield , to protect them from ranged attack . OOM - 9 has his tanks fire first , but seeing them fail to penetrate the powerful shield , orders them to cease fire . Daultay Dofine gives the command to activate the battle droids . These droids march through the shield , and destroy its generator . After much fighting against the Federation ' s droid army , defeat for the alliance seems imminent . However , victory comes when young Anakin Skywalker accidentally takes control of a starfighter and goes on to destroy the Federation ' s Droid Control Ship from the inside , killing Daultay Dofine and rendering the droid army useless . Meanwhile , Amidala and her force fight their way back into the royal palace and capture Nute Gunray . At the same time , in a Theed hangar bay , Darth Maul engages in combat with the two Jedi , using a double - bladed lightsaber . The battle moves from the hangar , across a series of catwalks , to the Theed Generator Complex . During the fight , Obi - Wan is separated from his master by being kicked off of a catwalk . He grabs the edge of another catwalk below and jumps back up to where Qui - Gon and Maul continue to fight . By this time , Qui - Gon and Maul have become separated by a force field in the entrance to the Generator Room . Obi - Wan catches up to them , but is divided from his master by four force fields . When the force fields deactivates , Jinn and Maul continue their battle while Kenobi remains divided from the battle by one force field when they all reactivate . After a lengthy duel , Maul suddenly hits Qui - Gon on the chin with his lightsaber handle , stunning him , then rams his lightsaber straight into Qui - Gon ' s chest , mortally wounding him . Devastated , Obi - Wan redoubles his assault upon Maul and chops the Sith ' s lightsaber in half , but Maul eventually overpowers and nearly kills Kenobi by Force push ing him over the edge of a seemingly endless reactor shaft . Obi - Wan saves himself from falling when he manages to grab onto a pipe protruding from the wall of the shaft . Maul then kicks the Jedi ' s lightsaber into the pit and prepares to finish him off . After Obi - Wan calms himself , he uses the Force to jump out of the shaft and summons his fallen master ' s lightsaber to his hand . Within an instant , he lands behind the surprised Maul and cuts him in half ; Maul ' s upper and lower body falls into the shaft . Obi - Wan reaches Qui - Gon moments before he dies , as Qui - Gon instructs Obi - Wan to train Anakin to become a Jedi , reiterating that Anakin is the Chosen One . Obi - Wan gives his word that he will . The newly - elected Chancellor Palpatine arrives to congratulate Queen Amidala on her victory , as Nute Gunray is sent to stand trial for his crimes . Back on Coruscant , the Jedi Council names Obi - Wan a Jedi Knight . Kenobi conveys his master ' s wish regarding Anakin Skywalker to Yoda , who reluctantly allows him to become Obi - Wan ' s apprentice . Qui - Gon ' s body is cremated , and Mace Windu and Yoda agree that the Sith are definitely to blame for the tragedy . Being that there are only ever two Sith at any given time ( a Master and an apprentice ) , both Masters believe that one must still remain . The Naboo and Gungans organize a great victory celebration on the streets of Theed , in front on the palace . Obi - Wan and Anakin are present , the younger now wearing formal Jedi attire , and in his hair is a special braid : the mark of a Jedi Padawan . Queen Amidala presents a gift of appreciation and friendship to Boss Nass and the Gungan people . Development . Along the lines of " The Young Indiana Jones Chronicles " , all three prequel films were originally intended to be written and shot as one large production , and released back - to - back . The was begun November 1 , 1994 . The role of director was offered to Steven Spielberg , Ron Howard , and Robert Zemeckis . According to Howard , Lucas didn ' t necessarily want to direct Episode I . He further commented that all three directors turned down the position as the film was Lucas ' s " baby . " Many fans began waiting outside cinema theaters as early as a month in advance of ticket sales . The budget of " Menace " was estimated $ 115 million . Shooting took place from June 26 to September 30 , 1997 . As with , Episode I ' s main exterior filming locations were in Tunisia . The podrace was filmed in a canyon near Sidi Bouhlel and Oung Jmel . A set was built near Oung Jmel to represent Mos Espa on Tatooine . The Slave Quarters Row were filmed in ksour ' s near Tataouine and Ksar Medenine . Small parts were filmed in Royal Caserta Palace in Italy and Whippendell Woods in the , but " Hever Castle " was later cut . Studio work was mainly done at Leavesden Studios in the United Kingdom . Unlike the latter two films in the series which were shot on , most of this film was shot in 35 mm , with a few scenes shot in digital video . This episode was also the first of the Saga to be referred to primarily by its number ( " Episode One " ) by media and fans , to contrast it with the original trilogy the public already knew . This reference also finally gave context to the riddling numbers IV - VI of the previous movies . Release . " The Phantom Menace " was the first " Star Wars " film in 16 years . As a result , there was almost unprecedented interest amongst both fans and the wider public . The film received enormous media - created hype , which made Lucasfilm ' s $ 20 million advertising campaign – with the distinctive artwork of " Star Wars " series artist Drew Struzan gracing the movie poster and other advertising – seem modest and almost unnecessary because of the unprecedented interest amongst both fans and the wider audience in the return of the franchise . Few film studios released films during the same week as the release of " The Phantom Menace " ; among the more courageous were and , with the releases of " " and " " respectively . " The Love Letter " resulted in a box - office flop , whereas " Notting Hill " fared rather well and followed " The Phantom Menace " closely in second place . Challenger , Gray & Christmas of Chicago , a work - issues consulting firm , estimated that 2 . 2 million full - time employees did not appear for work to attend the film , resulting in $ 293 million in lost productivity . " " reported that such a large number of workers announced plans to view premiere screenings that many companies shut down on the premiere day . Many fans began waiting outside cinema theaters as early as a month in advance of ticket sales . More theater lines appeared when it was announced that cinemas were not allowed to sell tickets in advance until two weeks into the release . This was done out of fear that family theater - goers would either be unable to receive tickets or would be forced to pay higher prices . Tickets were instead to be sold on a traditional first - come - first - serve basis . However , after meetings with the , Lucasfilm agreed to allow advance ticket sales on May 12 , 1999 , provided that there be a 12 - ticket limit per customer . As a result , however , some advance tickets were sold by " " as high as $ 100 apiece , which a distribution chief called " horrible " , stating it was exactly what they wanted to avoid . " " reported that theater owners received strict instructions from Lucasfilm that the film could only play in the cinema ' s largest auditorium for the first 8 – 12 weeks ; no honor passes were allowed for the first eight weeks , and they were obligated to send their payments to distributor 20th Century Fox within seven days . Servers at the film ' s official website became gridlocked soon after the release of the first , and many fans of the series paid full admission to see " " only to leave after the trailer had run . The same tradition followed months later when the was featured in front of " " . The theatrical trailer caused even more notable media hype , because it not only premiered in theaters , but screened at the in , and was aired on television on " " and " " . An unusual marketing scheme was pursued across the , where the teaser trailer was released on December 2 , 1998 and then pulled from theaters six weeks later . Despite worries about whether the film would be finished in time , two weeks prior to its debut Lucasfilm pushed the release date up from May 21 to May 19 of 1999 . At the ShoWest Convention , Lucas stated that the change was to give the fans a " head start " by allowing them to view it over the week and allowing families the chance to view on the weekends . In a nod toward his future with digital technology , Lucas stated that the film would be released on four digital projectors on June 18 , 1999 . Eleven charity were staged across the United States on May 16 , 1999 ; receivings from the event were given to the with corporate packages available for $ 5 , 000 - $ 25 , 000 . Other charity premieres included the premiere for , the Aubrey Fund for Pediatric Cancer Research at the in New York , the of the premiere , and the in A statement said that tickets were sold at $ 500 apiece and that certain sections were set aside for disadvantaged children . Merchandise . Soundtrack . Two separate soundtracks were released for " The Phantom Menace . " One , a traditional soundtrack , contained seventeen tracks selected from the movie . The second , an Ultimate Collector ' s Edition Soundtrack , compiled sixty - eight tracks of music , including several pieces that did not make it in to the final cut of the film . Major musical themes include : During the credits at the end of the film , young Anakin ' s theme is heard playing , but during the last moments of the film , this theme morphs into the first few notes of the Darth Vader theme during the Imperial March , and , as the last logos of THX are scrolling by , three rasping breaths from Vader ' s respirator can be heard , referencing Anakin ' s eventual change into Darth Vader . Novelization . A novelization of the movie was written by Terry Brooks . It includes three entire chapters of material created by Brooks and unique to the novel . The first two chapters of the book concern Anakin ' s next - to - last podrace and its aftermath , while a later chapter describes an encounter between Anakin and a wounded Tusken Raider in the desert . Brooks met with Lucas before writing the book and received his approval and guidance , including information about developments to come in Episodes II and III . This can be seen in such passages as the Tusken Raider scene , which ironically foreshadows the death of Anakin ' s mother in Episode II , and the passage leading up to Anakin ' s fight with the Rodian child Greedo , indicating that Anakin ' s anger derives from his anguish at Padmé ' s impending departure ( foreshadowing the plot of Episode III ) . The novelization is especially well - known for a passage describing the history of the Sith , including Darth Bane . According to Terry Brooks ' s memoir , " Sometimes the Magic Works " , Lucas spent an hour on the telephone with him discussing the history of the Jedi and the Sith . Therefore , the information on this subject provided in Brooks ' s novelization might derive from Lucas himself . The novelization is also the first mention of the Stark Hyperspace War . Brooks devotes an entire chapter of " Sometimes the Magic Works " to the writing of the Episode I novelization , which he claims to have been an extremely happy and fulfilling experience . Home video . The film was first released on VHS in 2000 . There was a normal fullscreen release , and a widescreen collector ' s box set . The widescreen VHS contains an exclusive documentary titled , " Filmmaking Has Turned A Corner . " In addition the collector ' s set contains an excerpted version of The Art of Star Wars Episode I : The Phantom Menace and a set of film cells from a scene in the film . " Star Wars Episode I : The Phantom Menace " was released on DVD in 2001 ; it was the first " Star Wars " film to be officially released on DVD . The DVD features a commentary track by Lucas , producer Rick McCallum , editor Ben Burtt , animation director Rob Coleman , and visual effects supervisors John Knoll , Dennis Muren , and Scott Squires . It includes seven deleted scenes completed specifically for the DVD , and " The Beginning : Making Episode I " , an hour - long documentary film drawn from more than 600 hours of footage , including an insider ' s look at Lucasfilm and ILM during the production . The viewer can access a multi - angle storyboard - to - animatic - to - film segment featuring the submarine and podrace lap 1 sequences . The DVD includes two documentary sources , five featurettes exploring the storyline , design , costumes , visual effects , and fight sequences in the film , and an award - winning twelve - part web documentary series chronicling the production . The " Duel of the Fates " music video featuring John Williams was included on the DVD as well . The final special features included are a never - before - seen production photo gallery with a special caption feature , theatrical posters and print campaigns from around the world , a theatrical teaser and launch trailers , seven TV spots , " Star Wars : Starfighter - The Making of a Game " featurette from LucasArts , and a DVD - ROM weblink to exclusive " Star Wars " content . The DVD became the fastest selling DVD ever in the US , after 2 . 2 million copies were sold in its first week after release . However , some reviewers criticized the DVD for the excessive use of edge enhancement that degraded the DVD ' s picture quality . At the DVD press conference for " Revenge of the Sith " , prequel trilogy animation director , Rob Coleman confirmed that the animation department at Lucasfilm has replaced the Yoda puppet from the original version of the film with a digital Yoda . This was done to better match up the look of the Yoda from " The Phantom Menace " with that of the other two films of the prequel trilogy , as well as with the Yoda from the original trilogy . This change has been , for the most part , welcomed by fans , in contrast to the original puppet Yoda as seen in " The Phantom Menace " . A preview of these changes can be viewed on the " Revenge of the Sith " DVD that was released on November 1st , 2005 . The clip is included as part of " The Chosen One " featurette . However , when Coleman announced the change , he didn ' t specify when the revised version of " The Phantom Menace " would be released . . " The Phantom Menace " was re - released along with Episodes II - VI on in September 2011 . For this release , the film went through a restoration process which restored the picture to its full frame ( offering around 8 % more picture when compared to its DVD release ) . The Blu - ray release was also marked by the replacement of the puppet for the CGI model of Yoda used in , as well as a few corrections of visual effects and technical errors . On April 7 , 2015 , the Walt Disney Studios , 20th Century Fox , and Lucasfilm jointly announced the digital releases of the six released " Star Wars " films . As Lucasfilm had retained digital distribution rights to Episodes I thru III and V thru VI , Walt Disney Studios Home Entertainment released " The Phantom Menace " for digital download on April 10 , 2015 . Despite the Walt Disney Company ' s 2012 purchase of Lucasfilm Ltd . and the release rights to all future " Star Wars " films , Fox was to retain original distribution rights to , which they co - produced and co - financed , in perpetuity in all media worldwide . Fox was also to retain theatrical , nontheatrical , and home video rights worldwide for the franchise ' s five subsequent films , which Lucasfilm produced and financed independently , through May 2020 , at which time ownership was to transfer to Disney . This complex relationship between Fox and Disney , particularly in regards to Fox ' s perpetual rights to Episode IV , was to create an obstacle for any future boxed set comprising all nine films . On December 14 , 2017 , the Walt Disney Company announced that it is acquiring most of Fox ' s parent company , , including the film studio and all distribution rights to " A New Hope " . 3D re - release . On September 28 , 2010 , StarWars . com and Lucasfilm announced that the entire " Star Wars " saga would be converted to stereoscopic 3D and re - released in theaters and IMAX 3D , beginning with " Episode I " . John Knoll and Industrial Light & Magic are supervising the conversion . The stereo conversion process has been in the works for several years , however , with George Lucas showing tests of the " Episode II " speeder chase scene and a reel from " Episode IV " in 3D during 2005 ' s ShoWest in Las Vegas , and the speeder chase scene was demoed again by Texas Instruments as an emerging technology at SIGGRAPH 2007 in San Diego . Episode I ' s 3D release date , as announced by Lucasfilm on March 3 , 2011 , was February 10 , 2012 . On January 28 , 2013 , Lucasfilm announced that the 3D releases of and were postponed . Reception . Critical and fan reaction ranged from high praise to outright derision . The much - hyped special effects , while generally viewed as groundbreaking in their sheer scope , were perhaps less impressive than anticipated simply because of high expectations . This attitude was confirmed with the rival film , " The Matrix " , winning the visual effects Academy Award for that year over " The Phantom Menace " . It was the first time a " Star Wars " film lost in that Oscar competition category . Many critics heavily criticized the acting of Natalie Portman and especially Jake Lloyd as the young Anakin Skywalker . Some aspects of the scripting and direction were also criticized . Extra venom was directed at the character of Jar Jar Binks , who was regarded by some fans as purely a merchandising opportunity rather than a serious character in the film . Fan reaction was mixed too , with some fans praising the film while others having a negative opinion of it . However , despite some of the negative criticisms leveled at the film , many others gave praise to " The Phantom Menace " . William Arnold , of the Seattle Post - Intelligencer commented that the massive of hype of the film may have caused much of the negative reaction to the film , saying " it built expectations that can ' t possibly be matched and scuttled element of storytelling surprise . " He also felt " it ' s well made and entertaining " and believed it was much better than similar box office fare released around that time period , such as " The Mummy " and " The Matrix " . David Cornelius of efilmcritic . com remarked that the better moments of the film " don ' t merely balance out the weaker ones - they topple them . " Roger Ebert gave the film 3 and half out of four stars , calling it " an astonishing achievement in imaginative filmmaking , " and stating that " Lucas tells a good story " . Ebert comments that it was perfectly fine for the characters being a bit less compelling , seeing that they were just being introduced , and stating to " give me transparent underwater cities and vast hollow senatorial spheres any day . " Mark Dinning labels The Phantom Menace " A great work from a great director , and a blockbuster of quite the most swashbuckling kind " . Many fans and critics also agree that the lightsaber duel between Qui - Gon , Obi - Wan , and Darth Maul — showcasing astounding choreography and Ray Park ' s martial arts skills — is a high point , and one of the best lightsaber duels in the entire " Star Wars " saga . The film was nominated for three — Best Visual Effects , Best Sound , and Best Sound Effects ; however , it lost to " " in all three categories . The film won Best Motion Picture at the People ' s Choice Awards . It was also nominated for the on the categories of Best Science Fiction Film , Best Director ( George Lucas ) , Best Actor ( Liam Nesson ) , Best Supporting Actor ( Ewan McGregor ) , Best Young Actor ( Jake Lloyd ) , Best Young Actress ( Natalie Portman ) , Best Supporting Actress ( Pernilla August ) , Best Screenplay ( George Lucas ) , Best Music ( John Williams ) , Best Special Effects and Best Makeup . It won on the categories of Best Costume Design ( Trisha Biggar ) and Best Special Effects .