Directed By: George Lucas

Written By: George Lucas

Cast: (main characters only)

Opening Crawl:

Plot Synopsis:

After the opening crawl fades away, the view of stars pans down to show a lush, green planet surrounded by large spherical ships. Another ship, painted bright red and white, rockets toward the planet and its blockade. Inside the ship, two hooded figures stand behind the pilot and co-pilot. The taller of the two leans forward and tells the pilot they must land. The pilot then presses a button and informs the Trade Federation communications officer that the Chancellor's ambassadors wish to land immediately. After a few seconds, a strangely accented voice responds with landing instructions.

After their ship lands in an enormous docking bay, the two hooded figures are escorted to a conference room by a shiny silver protocol droid. The droid introduces herself as TC-14 and asks them to wait while she informs her masters of there presence. While waiting, the two lower their hoods and reveal themselves as Jedi Knights -- Jedi Master Qui-Gon Jinn and his Padawan apprentice, Obi-Wan Kenobi. They begin talking about the upcoming negotiations, although Obi-Wan senses some dark purpose behind it all. His master admonishes him to focus on the present, and believes that the negotiations will be short.

On the bridge of the Trade Federation ship, TC-14 announces to her masters, the Neimoidians, that the two ambassadors are Jedi Knights. The cowardly Neimoidians send the droid back to the Jedi while they contact someone called "Lord Sidious". The three soon appear in front of a lifesized hologram of Sidious, a human dressed in black robes. He dismisses one of the Neimoidians for being afraid of the Jedi, then instructs the other two to kill the ambassadors and begin invading the planet.

The two Jedi are beginning to sense something wrong as TC-14 offers them refreshments. At that moment, the doors seal and the room begins to fill with a green gas. Using their enhanced Force abilities, the Jedi hold their breath. Outside the chamber, a squad of battle droids ready their weapons and open the doors. Two lightsabers ignite through the gas, and the two Jedi quickly decimate the squad. After fighting their way to the bridge doors, Qui-Gon begins using his lightsaber to cut through the sealed blast doors. The Neimoidians inside the bridge begin to panic as they watch their defenses break, and the leader, Nute Gunray, desperately orders his crew to launch the "droidekas". As Obi-Wan covers Qui-Gonn, the two are forced to defend themselves as the droidekas, or "destroyer droids", arrive. The heavily armored droids fire volley after volley of laser fire at the Jedi, who move their lightsabers in a blurring circular motion to deflect the bolts. They then run down the corridor at very high speed, and the Neimoidians inside the bridge comment that they are no match for droidekas.

In an enormous docking bay full of battle droids and droid fighters, the two Jedi drop out of a ventilation shaft. They comment on what is obviously an invasion force, and make plans to stow away in the landing craft heading down to the planet. Back on the bridge, the Neimoidians receive a transmission from the planet. It is Amidala, Queen of the Naboo. The elaborately dressed but obviously young Queen informs the two Trade Federation leaders, Nute Gunray and Rune Haako, that their blockade is at an end now that the Chancellor's ambassadors have arrived. The two Neimoidians deny knowing anything about ambassadors, and Amidala warns them that they've gone too far this time.

Down on the planet, the Queen is consulting her senior staff in her throne room. In the center of them all stands a lifesize hologram of Palpatine, the Naboo Senator on Coruscant. When the Senator's hologram breaks up mid-sentence, Governor Sio Bibble announces that a communications blackout can mean only one thing - invasion. Despite the urging of her bodyguard Captain Panaka, the Queen states that she cannot start a war.

In the forests outside of the city, several large landing craft being lowering themselves into the trees. A battle droid commander oversees the landing and unloading from a tank when a small hologram of Nute and Rune appears at his arm. The two leaders announce that the Jedi are missing and may be on the surface. The droid commander states that he will look for them. Nearby, Qui-Gon is running through the forest along with numerous animals great and small. Hot on their heels is a large hovering troop transport crashing indiscriminately through the forest. Ahead of Qui-Gon, a tall lanky creature is squatting down eating clams. When he sees the large transport lumbering towards him, he freezes and ignores Qui-Gon's shouts to run. Instead, the panicked creature grabs onto Qui-Gon as he runs past and the both of them crash down into the mud. The transport hovers over them, drowning out the creature's mad screams. After the transport moves on through the forest, Qui-Gon attempts to leave but the creature keeps following him. He calls himself Jar-Jar Binks and is a Gungan, the alien natives of Naboo. The pair comes upon Obi-Wan and Qui-Gon rescues him from two pursuing battle droids. The Jedi learn that Jar-Jar is exiled from the Gungan capital, and the reluctant Gungan is soon leading them there.

Jar-Jar and the Jedi dive into a small lake and soon find themselves in the underwater city of Otoh Gunga. Thanks to the presence of Jar-Jar, they are promptly arrested and brought before the Bosses, the Gungan leaders. The lead Boss, Boss Nass, explains to the Jedi that the invading army is of no concern to the Gungans - it is a problem for the human Naboo. The Jedi attempt to explain that the two races need each other, but the Bosses do not believe them. Qui-Gon then uses a Jedi mind trick to secure themselves a submarine. He also rescues Jar-Jar, since they will need a guide as they travel through the hollow core of the planet to the Naboo capital of Theed.

From an outside view of Otoh Gunga, we see a small but graceful squid-like submarine fire out of the city and race towards the deeper parts of the ocean. Jar-Jar explains that he was banished because of his clumsiness. As the trio talk, a large crab-like fish begins following them. Even after the fish uses its enormous tongue to ensnare the submarine and clamp onto it with its mouth, the Jedi remain calm. Jar-Jar, on the other hand, panics entirely. After an even larger creature bites the fish in half, Qui-Gon comments, "There's always a larger fish". As the submarine begins to lose power, Obi-Wan glides it into a cavern. When he turns the lights back on, another huge sea creature uncoils in front of them. As Obi-Wan steers the submarine out of the cavern with the creature in close pursuit, Qui-Gon places the screaming Jar-Jar to sleep with the Jedi version of a Vulcan neck pinch. The submarine then sails over the head of yet another large sea creature, who quickly latches on to the one following them. The submarine sails on through the murky depths, heading towards Theed.

In Theed, we see Queen Amidala standing in her throne room, looking forlornly out the window as Trade Federation troops march into the city. From a transport parked in front of the castle, Nute and Rune emerge feeling victorious. On the other side of the city, the Gungan submarine emerges in an aquaduct. The Jedi and Jar-Jar stand up and survey the city. Back in the castle, the Queen and her senior staff are led down the stairs by a squad of battle droids. At the bottom of the stairs are Nute and Rune. The Neimoidians tell the Queen that she will be forced to sign a treaty that will make the invasion legal. She refuses, and they order the droids to take them to a processing camp. Along the way, they are rescued by the Jedi. An obviously frustrated Sio Bibble explains to the ambassadors that their negotiations seem to have failed. The Jedi in turn report that negotiations never took place, and that they must find transports out of the city. The entire group heads for the hangar bay.

Outside the hangar bay, the Queen and her staff decide that she must leave with the Jedi and return to Coruscant, where she can then plead for help from the Senate. Qui-Gon's prediction that she will be killed if she stays appears to help the decision along. The Jedi then rescue the Queen's pilots and destroy the battle droids protecting the hangar. The Queen's large silver ship flies into space, where it is nearly destroyed escaping the blockade. When the ship's shields fail, the power is restored by its only surviving astromech droid, R2-D2. The droid's ingenius repairs were too late, however - the hyperdrive was damaged. The Jedi decide to land on Tattooine for repairs, an Outer Rim world controlled by the Hutts - vicious alien gangsters.

Back on the Trade Federation flagship, Nute and Rune explain to a hologram of Sidious that the Queen escaped. A second robed figure appears behind Sidious - one whose face is covered in tattoos. Sidious introduces the new figure as his apprentice, Darth Maul, and explains that Maul will find the Queen. After the hologram fades away, the nervous Neimoidians begin to wonder what they've gotten themselves into.

On the Queen's ship, Captain Panaka introduces the Queen to R2-D2, the droid that saved them. She asks one of her handmaidens, Padme, to clean the droid up and take care of him. The Jedi then announce their intention to land on Tattooine, a plan that Captain Panaka does not agree with. The Queen, however, decides to rely on the Jedi's judgement for now. In the rear of the ship, Padme meets Jar-Jar and we find that he's the first Gungan she's actually talked with. The two talk while Padme starts polishing R2-D2.

On Tattooine, we see the ship landing outside of the largest settlement, Mos Espa. Qui-Gonn emerges dressed in a rough poncho with Jar-Jar at his side. Captain Panaka tells them that the Queen wishes Padme to go with them. She also emerges wearing rough, peasant-like clothing. Qui-Gon does not want her to go, claiming that the spaceport is dangerous, but he does not have time to argue with Panaka. The three of them walk off towards the city.

In Mos Espa, they find a junk dealer named Watto who claims to have the hyperdrive part they need. While Qui-Gon discusses the purchase with Watto out in the junkyard, Padme and Jar-Jar meet a young slave boy named Anakin Skywalker - an 8-year old prodigy who can repair anything and thinks Padme is a beautiful angel. When Watto refuses to accept Republic credits and Qui-Gon's mind trick doesn't work on him, the group leave the shop hoping to find something to barter with. Later, when he attempts to steal food from a nearby stand, the ever-clumsy Jar-Jar nearly gets into a fight with a sadistic Dug named Sebulba. He is rescued, however, by Anakin, the boy they met earlier in Watto's shop. Anakin and Sebulba have a long-standing rivalry, but Sebulba knows he can't harm a slave without repercussions.

The street-wise Anakin invites the group to stay with him and his mom until the impending sandstorm passes. There Anakin introduces Padme to C-3PO, a protocol droid he is building out of spare parts. It is here that C-3PO and R2-D2 meet for the first time, where the astromech droid rather adroitly informs C-3PO that his coverings are missing. Later that night, while having dinner with Anakin and his mom, Shmi, Anakin guesses correctly that Qui-Gon is a Jedi and that they need help. Anakin comes up with a plan to compete in the annual pod race which is coming up in a few days. He seems to possess extraordinary reflexes and is the only human who can compete in pod races. After some discussion and a reluctant Shmi's agreement, Qui-Gon agrees to try it. The Jedi Master convinces Watto that the pod racer Anakin built is his own, and bets the reknowned gambler two wagers - first, that if Anakin wins, they get the hyperdrive parts for free, and then later he wins Anakin's freedom by Watto's roll of a "chance cube". The enraged Watto is confident that the boy will never win, and bets everything on Anakin's rival Sebulba.

Meanwhile, back at the Queen's ship, a hologram of a very distraught Sio Bibble informs that Queen that the Trade Federation are decimating the population of Naboo. Obi-Wan commands them not to send a reply and quickly contacts Qui-Gon. The Jedi Master realizes that they are running out of time. His prediction is about to come true. On the other side of the city, a black ship uncloaks and settles onto the desert floor. A black-robed Maul walks out and looks across the city with his macrobinoculars. He presses a button on his arm brace and three black spy droids hover out of his ship and fly off towards the city.

The next day, as Anakin gets ready for the race, Qui-Gon helps him up into his pod chariot and instructs him to rely on the Force for guidance. Earlier, when watching the boy work on his pod, Qui-Gon had told Shmi that Anakin was very powerful in the Force and asked who the father was. Shmi explained that there was no father, but that Anakin was some kind of "virgin birth" - she simply became pregnant. Now, on the day of the race, Qui-Gon, Shmi, and Padme watch from a VIP box as the race begins. The three laps of the pod race witness the deaths of several pod-racers, thanks largely to the cheating of Sebulba. Even though Sebulba sabotaged his podracer, Anakin manages to win the race and beat Sebulba. A proud Qui-Gon demands that Watto have the parts ready by nightfall.

That night Qui-Gon takes a blood sample from Anakin and has Obi-Wan analyze it back at the ship. They mention that Anakin's force ability appears even higher than Master Yoda's, the oldest and most powerful living Jedi Master. Qui-Gon ponders what that could mean, but he is not sure yet.

The next morning, Anakin and Qui-Gon say goodbye to Shmi and proceed to the ship, where the others are already waiting. Along the way, they are seen by one of Maul's spy droids, which Qui-Gon dispatches with his lightsaber. The pair then run the rest of the way to the ship, where they are attacked by the waiting Darth Maul. Maul fights Qui-Gon to a standstill, but the Jedi escapes into the ship and they blast off.

After the two Jedi discuss the mysterious attacker, Qui-Gon introduces Anakin to Obi-Wan. Back on Naboo, a defiant Sio Bibble states that the people will never give in to the Trade Federation's tyranny. Nute Gunray sends him away and commands the droid commander to being searching for the underwater Gungan city. On the Queen's ship, Padme and Anakin talk about how he misses his mother, and Anakin gives her a gift. Some time later, an excited Anakin gets his first glimpse of Coruscant - an entire planet covered by one large city.

When the ship lands on a platform in the city, they are met by Chancellor Valorum and an escort of blue-robed Senate Guards. Senator Palpatine is also there, and the two men inform the Queen that she is scheduled to appear before the Senate. After saying their goodbyes, the two Jedi take Anakin to appear before the Jedi Council. Qui-Gon believes Anakin to be "the chosen one", a child prophesied to bring balance back to the Force. The Council tests Anakin and finds that he is indeed powerful, but refuse to train him on the grounds that he's too old. Qui-Gon attempts to take him as his new Padawan apprentice, insisting that Obi-Wan is ready to become a full-fledged Jedi Knight. The Council also refuses this request, and the trio leaves dejectedly.

In the Senate, Queen Amidala makes a heartened plea to the Senate to help her besieged planet. When the Senate agrees only to begin an investigation as Palpatine predicted, Amidala takes his advice and votes that Chancellor Valorum step down to make way for someone who can get something done. Later, as she is preparing to return to Naboo, a jubilant Palpatine announces that he is the favored candidate for the position of Supreme Chancellor, and promises to use his newfound power to save their people. The Queen explains that she is returning to Naboo, and wishes him luck in dealing with the Senate.

As the Queen returns to her ship, she is joined by Qui-Gon and Obi-Wan, who have ordered by the Jedi Council to protect her and possibly draw out the dark-robed attacker seen on Tattooine, whom Qui-Gon correctly believes to be a Sith Lord. While on the landing platform, Qui-Gon instructs Anakin to watch him closely and learn what he can about being a Jedi. Obi-Wan, perhaps somewhat jealous of Anakin, tells Qui-Gon that the boy is dangerous and that he shouldn't defy the Council. Qui-Gon reprimands him, and they all climb aboard the ship.

Back on their way to Naboo, neither the Jedi nor Captain Panaka understand why the Queen is returning, fearing that she will be forced to sign the treaty or killed outright. The Queen ignores all of them, and instead calls on Jar-Jar. It seems that the Queen plans to form an alliance with the Gungans, hoping to use their Grand Army. Meanwhile, on Naboo, Darth Sidious announces that he is sending his apprentice to assist the Trade Federation with the Jedi. A very nervous Nute Gunray and Rune Haako don't appear to like the idea of meeting a Sith Lord in person.

While waiting near the ship in the swamps of Naboo, Obi-Wan apologizes to Qui-Gon for his rudeness back on Coruscant. Qui-Gon expresses great confidence in the apprentice, and forsees him becoming a great Jedi Knight. Jar-Jar then returns from Otoh Gunga and says the city is empty. He feels that the Gungans most likely retreated to their "sacred place", which he promptly leads the Queen and Jedi to. There Padme reveals herself as the true Queen, explaining that the woman we thought of as the Queen is actually a bodyguard and double. Padme kneels before Boss Nass and begs him to help her people repel the invasion. Nass enjoys having the Queen of Naboo kneel before him, and readily agrees to help her.

In the capital of Theed, Nute and Rune stand before another hologram of Sidious explaining that they located the Queen's ship and will soon locate her. Sidious feels that something unpredicted is going on, and instructs Darth Maul (standing behind the Neimoidians) to be mindful. Several miles away, the Queen and the Gungans are planning their raid. As they go over the plans, we learn that the Queen's forces and the Jedi will storm the palace while the Gungans distract the droid armies by fighting them in the plains outside the city. The Naboo pilots will attempt to destroy the droid control ship in space. Boss Nass is pleased that Jar-Jar brought the two races together, and promotes him to General.

In the palace, the Neimoidians are explaining to Sidious (via hologram, of course) that they are sending all of their forces to meet the army gathering in the swamps. Sidious orders them to destroy the Queen and all of her allies, including the Jedi. We then cut to the prairie where the massive Gungan Grand Army is gathering. When the equally massive droid army arrives, the Gungans activate shield generators located on the backs of enormous pack creatures in their midst. A short standoff exists while the droid transports begin unloading thousands of battle droids. In Theed, the Queen and her forces begin their attack on the palace, storming their way into the hangars.

As the battle begins full-scale out on the prairie, the Queen's pilots race to their ships. Anakin hides in an unused ship as the laser fire careens throughout the hangar. When the group begins to head for the throne room to capture Nute Gunray, they are met by a deadly-looking Darth Maul. The Jedi announce that they will handle the situation, so the Queen and others head the other way. As the Jedi and Maul square off and shed their robes, the Queen's group comes under fire from destroyer droids. Anakin starts up his fighter and blasts the droids, but the fighter is on auto-pilot and rockets up towards the droid control ship.

When the Jedi ignite their lightsabers, Darth Maul ignites his -- at both ends. Despite this surprise, the two Jedi begin a fierce battle with the Sith Lord. Maul whirls between them and seems to effortlessly fight the Jedi, gracefully working his way across the hangar. The Queen's group makes their way up to the throne room only to be captured by Nute Gunray and his squad of battle droids. Up in space, R2-D2 struggles to get Anakin's fighter off of autopilot, and the two join the fray. Back in the hangar, Maul continues to fight the Jedi to a standstill.

As Nute gloats over Padme and her troops, the double arrives dressed as the Queen. Thinking himself tricked, he sends most of his droids after the "real" Queen, which leaves him open to attack by Padme and Captain Panaka. They successfully capture both Nute and Rune, and state they will draw up their own treaty for the Trade Federation. In space, Anakin loses control of his fighter and crashes into the hangar of the droid control ship. When attempting to power the fighter back up, he accidentally fires a missile into the reactor port before flying out of the ship. As the ship explodes, the remainder of the droid army in the prairie collapses, and the Gungans rejoice over their victory.

Now in the Theed Generator Room, the Jedi and Maul dance back and forth in an intricate ballet of death. While fighting amongst energy ribbons that open and close, the three become seperated by the ribbons, each one to his own compartment. Obi-Wan, who had previously fallen from a catwalk and had to climb back up, is several compartments back. As the ribbons hum between them, Qui-Gon meditates to regain his strength while Maul paces like a caged panther. As the energy ribbons snap off, Qui-Gon launches himself at Maul and the two begin anew. Obi-Wan makes it to the last compartment, but is still seperated from the combatants by a single ribbon.

As Qui-Gon begins to tire, Maul twirls even faster, and drives his lightsaber through Qui-Gon's midsection after a fierce punch. Obi-Wan screams in agony at watching his Master fall, then glares at the Sith Lord with open rage on his face. When the energy ribbon snaps off, Obi-Wan launches himself at Maul, and the Sith Lord is forced to defend himself as the Padawan throws a flurry of blows at him. Obi-Wan cuts Maul's saber in half, but one half still functions as a single blade. Maul uses the Force to knock Obi-Wan into the reactor shaft, where the apprentice hangs on for dear life and watches his lightsaber sail down the shaft. As Maul stands over him and torments him by striking the edge of the shaft, Obi-Wan uses the Force to call Qui-Gon's lightsaber to him as he leaps over Maul's head. When his feet touch the ground, he spins around and severs Darth Maul in half. The shocked Maul falls into the shaft in two pieces. Obi-Wan then rushes to Qui-Gon's side, where the dying Jedi Master makes him promise to train Anakin.

The next morning, Chancellor Palpatine and the Jedi Council arrive to congratulate the Queen on her victory. Palpatine praises the young Anakin Skywalker, and states that he will watch his career with great interest. In the Palace, Master Yoda tells Obi-Wan that he has been promoted to the rank of Jedi Knight. Obi-Wan then states that he will train Anakin, even without the Council's permission, but Yoda relents and informs him that he can train the boy. At the funeral pyre for Qui-Gon that night, Yoda and another Jedi Master, Mace Windu, discuss the Sith Lord. Yoda reminds Mace that there are always two Sith -- a Master and an Apprentice. The two stare into the flames of the pyre as they ponder which one was killed. The camera pans across the room and focuses on a grieving Palpatine.

The next day witnesses a grand parade of both Naboo and Gungans, and the Queen presents Boss Nass with a glowing ball as Obi-Wan looks down and smiles at his new apprentice, Anakin Skywalker. Nass holds up the ball and yells, "PEACE!!!" and everyone starts cheering and applauding. The scene cuts away, and the end credits begin to roll.