How I Would Rewrite the Star Wars Prequels

Star Wars is easily one of my favorite stories ever. The music, the characters, the battles, the locations, all of it. I’ve poured countless hours into watching all of the movies and shows, studying their themes, narratives and ideas. 

I’m a big fan of all three eras of Star Wars: the Originals, the Prequels and the Sequels. And while I believe all three have strengths and weaknesses, I must admit, the Prequels are my bread and butter. 

Maybe it’s because, as a child, I watched the Prequels before the Originals. Maybe it’s because they feel so much more distinct compared to the other two eras. Maybe it’s their politics, their depth, their scale, their abundance of worlds and characters. Maybe it’s the saving power of the Clone Wars TV shows, which I’ve discussed in another video. Maybe it’s all of these things. All I know is that, to me, the Prequel Trilogy truly makes Star Wars into Star Wars, and it’s my favorite of the three eras. 

I recently completed a rewatch of all 9 Core Saga films with my girlfriend, who had never seen a Star Wars movie before this. For those who haven’t already done so, I highly recommend rewatching all nine in release order like we did. Having each story so fresh in my mind as I examined the next one gave me new insights, and I had a much higher appreciation of, well, everything. 

But, specifically, I found myself enjoying the Prequels far more than I thought I would. Don’t get me wrong, I already rate Revenge of the Sith as my favorite in the series, but I was surprised at how enjoyable and cohesive The Phantom Menace and Attack of the Clones were, too. They really felt like a fantasy and science fiction-inspired soap opera, which is the exact tone George Lucas was aiming for. Watching all three of those movies back-to-back, I felt like I had a much greater understanding of Lucas’ vision. 

Not everyone felt the same way. Since they’ve been released, there have been discussions and rewrites by disgruntled fans on how they would have handled the Prequels (much like how fans are already doing this for the Sequels, especially Episodes 8 and 9). I’ve read a fair amount of proposals and outlines for Prequel rewrites, and they have some ideas that I find interesting, and others I found appalling. 

Even with my newfound appreciation of the entire Prequel era, I still want to examine their flaws and ask myself “What could be better?” Not because I feel like they’re horrible movies. It’s quite the opposite: because I personally love them so much, I want to look at the little changes that would have made them even better. 

Without further ado, this is my essay on what changes I think would benefit the Prequel Trilogy of Star Wars. Let us begin. 

A Trilogy in Two Parts:

First of all, let’s address the elephant in the room. The Phantom Menace is incredibly disconnected from the rest of the trilogy. 

This is an unavoidable flaw that comes with critically examining the Prequels as one story, and it’s why many rewrites just cut it out entirely. But why is it so disconnected? 

Well, it’s not a simple answer. There are a lot of reasons why:

1. The big reason is that The Phantom Menace takes place so far back in time that it doesn’t even feel like the same characters. Anakin isn’t an impulsive, hot-headed young adult, but a bright-eyed, optimistic young kid. Obi-Wan is impatient, untrained and naive, in contrast to his wise, somewhat jaded self later on. Palpatine is only just now setting his grand plans in motion. 

2. But more than that, The Phantom Menace doesn’t focus on the same core conflict as the rest of the series. Dooku, Grievous and the Confederacy are nowhere to be seen. Instead, we have Naboo, podracing, Jar-Jar and Gungans. It feels disconnected because it is disconnected, it’s essentially a different story with almost nothing to do with Episodes II and III besides establishing how certain characters met. 

3. The structure of the movie is fundamentally different. Episodes II and III start with Anakin and Obi-Wan on some mission together, splitting up, each exploring a variety of planets, and in the end, they meet up for a climactic showdown. Episode I...doesn’t do this. Instead, it begins with Qui-Gon and Obi-Wan, and it essentially follows one long narrative. Anakin is more or less absorbed into their main story, and the only real subplot of note is Palpatine’s. 

4. The film lacks a distinctive antagonistic presence. Palpatine is scheming behind the scenes, but his machinations are so new they don’t feel like an actual threat to our characters. Compare this to Episodes II and III, where Jango Fett, Dooku, Grievous and Sidious all present huge, immediate threats to our main characters. 

For these reasons and more, most of the rewrites I’ve seen online focus entirely on the elements of the Prequels that were established in Attack of the Clones and Revenge of the Sith. The most common rewrite I see is to essentially cut The Phantom Menace, have Attack of the Clones become the new Episode I, have Episode II be an original story focusing on the Clone Wars, and keep Episode III more or less the same. 

This would, in essence, restructure the entire Prequel Trilogy (and, by extension, the entire Expanded Universe). I went into this project trying to avoid such a drastic restructuring, for two reasons:

1. I think that takes away from some of the fun in The Phantom Menace. There’s merit to this movie, because it takes us so far back compared to the others. We get to really see what old characters like Palptine and Obi-Wan were like in their youth, and that’s a real treat. It gives them depth and vulnerability. 

2. My changes to the Prequels will also not be drastic restructurings because I want to keep the overall universe the same. This means I’ll try not to implement changes that would radically affect tie-in novels, canonical comics or Star Wars: Clone Wars (with two exceptions, which I’ll detail more when it comes time). 

Even though I’m not outright cutting The Phantom Menace, I can’t deny that there will be some big changes. To this end, I’ve separated this essay into two parts. 

Part 1 will focus on smaller changes within each movie that improve pacing but leave the rest of the Expanded Universe alone. Part 2 either on bigger changes I’m not as sure about; or changes that would alter the EU, specifically The Clone Wars. 

Part 1: My Smaller Changes:

Like I said above, these changes will not be major overhauls. Rather, they will be small, quality-of-life changes meant to improve pacing, flow and character arcs with the limited screen time we have, while connecting Episode I more to the rest of the Saga. 

Change One: TPM Structure:

I think we should restructure The Phantom Menace to be more streamlined and more like the other two movies. I’m going to take a page from Cardinal West’s video “Rewriting the Entire Prequel Trilogy,” by beginning the story already on Naboo and skipping over the Gungans and Jar-Jar entirely. Basically, Qui-Gon and Obi-Wan would arrive, save Padme from the Trade Federation, and then flee to Tatooine to hide out almost immediately after. 

As a result, Anakin and Shmi would appear much earlier in the story; hell, we could even follow them for a few scenes before he meets Obi-Wan and Qui-Gon. This legendary meeting would occur a bit earlier in the story, so as to send the message that Anakin’s interactions with Obi-Wan and Qui-Gon are what really set the entire trilogy in motion. However, unlike Cardinal West, I still want to keep Anakin and Shmi as slaves; not only is this plot-relevant for reasons I’ll explore below, but it instills in Anakin this deep anger at the injustices of the system around him. 

Getting back on track, much like Attack of the Clones and Revenge of the Sith, the narrative of my revised Phantom Menace would effectively split in two: Qui-Gon helps Padme with a lot of the problems relating to the Trade Federation and Chancellor Valorum, while Obi-Wan and Anakin would have a much more character-driven B-plot about trying to get Anakin recruited into the order. 

Change Two: Ages:

Padme and Anakin would be a bit older in this movie. Padme would probably be 17-18, and Anakin would be 16-17. While I see merit in starting this story with Anakin quite young, because we get to see him slowly lose his youthful innocence and naivety over the course of three films; I don’t see the point in them having a drastic age gap, because it literally never comes up again! So I don’t think it’s remiss for me to simply ignore that and make a much more age-appropriate romance. 

Aging up Anakin and Padme is a double-edged sword. We don’t want Padme and Anakin to be too old in Episode I, because Episodes II and III emphasize they’ve accomplished remarkable things for only being in their early-to-mid 20s (I’ll discuss this more later). To this end, I propose that the time skip between Episode I and II be shortened from 10 years to 3. 

This should also alleviate that feeling of “disconnect” between Episodes I and the rest of the saga. The 10 year time jump was quite long given that Star Wars movies only skip forward 3 years at most, and thus far, it’s the only time a time jump has been so large it’s necessitated getting a new actor to play the main character. If we shorten it to 3 years but age up Anakin and Padme accordingly, they can still be almost the same ages they were in Attack of the Clones. 

Change Three: Anidala Romance:

In this revised Episode I, we would also get some hints of budding romance between the two. Maybe Padme’s handmaidens are gossiping about how cute Anakin is. Maybe Anakin’s comments about Padme’s beauty are written to be less childish. But we need something. One of the biggest problems with the canonical Episode II is that it has to do all of the leg-work for Anakin and Padme’s relationship, with them beginning as near strangers and ending as a married couple only a couple days later. If we sew the seeds of a romance now, it’ll make things easier later. 

One idea that I particularly like would be for Anakin to befriend Padme’s handmaidens. They can immediately see the sparks between the two of them, but they also know that Padme is stubborn and honor-bound, and she would never give up her calling as a politician to be with someone. They could even reappear in Episode II, now discouraging the romance and reminding Padme to focus on her job. 

(I know this is a totally random idea, but I just want more characters involved in the Anakin/Padme romance subplot. It’s such a juicy part of the movies and I loved to expand it more, with Anakin and Padme each being encouraged and discouraged by the people they’re closest to.) 

Change Four: Jar-Jar:

I briefly touched on this earlier, but Jar-Jar’s plottime and relevance will be removed. I don’t think I need to elaborate any more, but I will, just to be safe. 

Jar-Jar’s comedic presence just doesn’t mesh well with the tone the movie’s going for. I understand that Lucas has always intended for Star Wars to be kid-friendly, but that doesn’t inherently necessitate comedic relief characters. Episode I needs to be laser-focused on the beginning of a triangular relationship between Anakin, his future mentor Obi-Wan, and his future wife Padme. 

Jar-Jar just...doesn’t fit into that. He helps Obi-Wan and Qui-Gon along in their early quest, but that’s not something necessary. So he can go. 

Change Five: Windu:

Mace Windu should have more screentime in Episodes I and II. Again, I don’t feel like this needs to be elaborated on, because we all love Windu, but I will. 

Specifically, I think that Mace needs to fulfill two distinct roles when the team finally gets back to Coruscant. He needs to show even more opposition to Anakin, while still being outwardly friendly to the rest of the cast (especially Obi-Wan). This would cement the notion that Anakin is an outsider who is untrusted by the Council, while simultaneously affirming that Mace has a working relationship with (and even respect for) the hardworking Obi-Wan. 

Change Six: Dooku in Episode I:

Dooku should appear as a significant character in Episode I. Specifically, he should be on Coruscant as a member of the Jedi Council. He has a good relationship with Qui-Gon, his old apprentice, as well as Obi-Wan, who he sees as something of a grandson. 

At this point in the timeline, Dooku is far from Sidious’ apprentice. He is still an honest, faithful member of the Jedi Order. But, like Anakin, he also has friction with the Council. He believes that Anakin should be taken in as an apprentice, and instead of condemning his passions, he encourages them. He defends Anakin from Windu and Yoda’s criticisms, telling them to lay off the boy. When he hears that Anakin was a slave, he’s infuriated that slavery is still going on at all, and he’s angrier still that the Council has made no active attempts to stop Outer Rim slave trades. 

In these scenes, he appears as a grandfatherly figure to Anakin, giving him sagely advice, but also sowing seeds of doubt. Like Anakin, Dooku struggles with attachment. Even now, he has visions of what’s to come. While he tries not to show it, small scenes have him suffering from nightmares about his former apprentice dying, much like the visions that Anakin later has about his wife and mother. 

When Qui-Gon eventually dies, Dooku can feel it from across the galaxy, much like how Yoda could feel the death of Order 66. Dooku has lost a part of himself, and he hurts. The final scene of The Phantom Menace is two-fold: we contrast the lively celebration of liberation on Naboo with a darker, dreadful scene of Dooku packing up his belongings and going out to hunt Sidious. 

Between the events of Episodes I and II, Dooku would turn to the dark side in his anger. Off-screen, Sidious takes the anger Dooku already had at the Jedi and amplified it, convincing him that Qui-Gon would still be alive without them. 

Change Seven: Lars Family:

I think there needs to be more focus on Anakin’s family in these movies. Specifically, I think that Cliegg Lars, Owen Lars and Beru Lars need to appear in these movies. Perhaps Cliegg and Owen had already befriended Shmi and Anakin by the start of Episode I. They could even appear in the pod racing scene, cheering him on. 

This would ease the narrative discomfort of Shmi’s kidnapping in Episode II. Canonically, Anakin arrives on the moisture farm, finds a person claiming to be Shmi’s husband, who immediately tells Anakin that Shmi is dead. It’s a barrage of information that’s completely irrelevant until the final scene of the next movie, and Cliegg serves no narrative function besides this exposition dump. 

In my revisions, I would have Anakin contacting Owen, Beru and Cliegg during the early scenes of Episode II. He doesn’t quite think of them as family, but they are his friends, though he has to contact them in secret because the Council forbids contact of any kind with your family. 

Instead of Shmi being kidnapped a month ago, she’s kidnapped as soon as he arrives on Naboo. Padme---remembering his mother’s kindness---races to Tatooine with Anakin, and the story more or less progresses from there. 

I think that either Anakin or Padme could have some good interactions with Beru on Tatooine during Episode II. Perhaps Beru can see how infatuated they are with one-another, and she challenges Padme to follow her heart, providing a foil to Padme’s handmaidens, who are actively discouraging a romance. 

Change Eight: Trade Federation:

I mentioned earlier how disconnected Episode I is from the rest of the Prequels (and the rest of the saga overall), and a big part of that has to do with the Trade Federation. 

I just don’t care for the Trade Federation. I can’t call them “bad characters” or “bad villains” because they have no character whatsoever! They only exist to essentially create a scandal on Naboo and let Palpatine rise to power in Episode I. 

If that’s all they’re good for, I would like it much more if they were either combined with, being manipulated by, or outright replaced by the Confederacy. Considering the Confederacy’s unique aesthetic and characters, I think they would be much better suited as the villains of Episode I. 

Change Nine: Bail Organa:

Similar to the Handmaidens, Beru, Owen and Cleigg, I think that Bail Organa should be much more of a character. On a rewatch, I was presently surprised by the amount of screentime he actually had, but I think in my revised Episode II, he could have even more. 

There are a lot of different ways we could make him more fleshed-out and relevant.

• Maybe he’s this mentor/confidante for Padme, helping her navigate through the sticky situation with the Confederacy at the beginning and end of the Clone Wars. 

• Perhaps he’s also a confidante of Qui-Gon, who warns him of the scorn he would get for taking in Anakin. 

• He could even be presented as a political opponent to Palpatine, giving the dark lord even more reason to blow up his planet in A New Hope. 

• Most interesting of all, I’d love for him to have a long-standing (and purely platonic) friendship with Padme that takes center stage during the second act of Attack of the Clones. While Anakin is falling head-over-heels with Padme, he’s also terrified that she’s in love with this guy, and it brings out his obsessive, jealous side. 

Look, I don’t care how he appears. But seeing as this man is Leia’s adoptive father, I just think he needs to have some kind of grander purpose besides taking the young princess. 

Change Ten: Dooku in Episode II:

I mentioned Dooku earlier, and he’s certainly one of the bigger missed opportunities in the Prequels. But this ultra-sophisticated, charming, refined man of tastes barely even appears in the movies at all! 

He appears, talks to Obi-Wan, fights him and Anakin, then Episode II ends. Episode III starts, and he fights Anakin and Obi-Wan again, and this time, he dies. That’s it. 

For such an interesting character with a rich backstory, that absolutely will not do. Most of the changes I mentioned earlier (making him a Council member, having him explicitly try to kill Sidious and avenge Qui-Gon, etc.) will flesh him out and retroactively make his reveal as the Confederacy leader in Episode II a stunning plot twist. But there’s one scene that still bugs me. 

It occurs at the start of the final act in Attack of the Clones. Obi-Wan has been captured, and Dooku appears, telling him that he did not authorize this capture. My revision comes towards the end of this scene, when Dooku offers Obi-Wan help and says that together, they can destroy the Sith. 

It’s an ambiguous, out-of-nowhere, irrelevant scene. Is Dooku fucking with Obi-Wan because he obviously is a Sith? Is Dooku trying to turn Obi-Wan into a puppet/personal assassin, like he does to Ventress later? Is he just trying to give Obi-Wan an out because he cares for him like a grandfather? 

I don’t know, because it’s never explained.

In my revised version of Episode II, I would have some kind of exposition dump beforehand that establishes that Dooku is growing weary of Sidious’ instructions, and he’s already planning to overthrow him, because he believes Sidious isn’t actually fighting for the freedom of the Independent Systems (which is 100% true). When he offers Obi-Wan a chance to join him, he genuinely means it, because he thinks that Obi-Wan is this talented, pure-hearted individual who might be able to pull it off. (This is an idea taken from the Revenge of the Sith novelization, an absolutely brilliant story I recommend to anyone.) 

When Obi-Wan refuses, Dooku instead makes an insidious remark that he’ll get Anakin to join him instead. 

To accommodate for Dooku’s change in motive, I would also change the final duel a bit. When Dooku is fighting Anakin and Obi-Wan, he’s obviously performing non-lethal moves because he wants to keep them as potential partners. Throughout the battle, Obi-Wan is pleading with his mentor to stop fighting, but he’s also insistent that Anakin will never join the dark side. 

DOOKU: Don’t be a fool Kenobi. The Council is corrupt. Sidious is a fool. But together...together, you and I could build something different. Something better. 

OBI-WAN: The dark side has poisoned your mind, my Master. I’m never joining you. 

DOOKU: Perhaps he will. 

When Obi-Wan is down for the count and Anakin jumps in, there could be some snide remarks exchanged between the two. 

ANAKIN: It’s been a long time since we fought, Master. 

DOOKU: A long time indeed, boy. But those were spars. This time, I’m not going easy. 

ANAKIN: I wouldn’t have it any other way. 

Change Eleven: The Length of the War:

This is a small one, and a total nitpick. On top of that, it also somewhat violates my rule of keeping the Clone Wars TV show intact. But I just wanted to mention this anyway. 

I’ve always thought that, for how big of an impact it had on the universe, the Clone Wars didn’t last long enough. Sure, much of the battles took place concurrently on opposite ends of the galaxy, but it’s really astonishing just how battle-hardened everyone is after only three years. Again, this is a total nitpick, but in my revised version of the Prequels, I would probably expand it from three to five years. 

Change Twelve: Chewbacca: 

This is another nitpicky change, but here it goes: I’ve never liked the trope in cinema where prequels unnecessarily connect characters to plotlines that aren’t relevant. 

That’s my main gripe with The Hobbit trilogy. Even though it logically makes sense for someone like Legolas to appear, it just feels unnecessary for Saruman and Galadriel to appear. It makes the story feel oddly small, as if the whole world is so tightly-packed that one thing affects everyone else. 

I feel the same about the Kashyyyk plotline in Revenge of the Sith. Do I love the idea of Yoda fighting alongside Wookies? Yes. Do I love Chewbacca’s appearance? No, I don’t think it adds anything to the story. Therefore, it should be removed. 

Change Thirteen: Grievous:

The entire fandom is in consensus with me when I say this, so it may be a bit redundant, but here it goes: General Grievous needed to be a more plot-relevant, threatening presence. 

He suffers from the same basic problem as Dooku and Maul, in that Lucas conceived this amazing character, but only had him fulfill a couple of roles in a couple of scenes before his death. All three of them (Dooku, Maul and Grievous) got more characterization in The Clone Wars TV show, but even then, I don’t think that’s enough. In my mind, a movie should stand on its own, not need a seven-season show to fix its problems. 

My proposal would be to have Grievous cameo in Episode I before his surgery as an ally of the Trade Federation. He makes his first real appearance in Episode II as an ally to Jango Fett and Dooku. At this point, he’s only recently been turned into a cyborg, and he’s essentially Dooku’s enforcer / right-hand-man, advising him during meetings with the Confederacy and defending him from Mace Windu when the Battle of Geonosis starts. 

When the battle really escalates, he jumps into the colosseum, slaying Jedi left and right. In the end, it takes several Jedi working together to bring him down, with Obi-Wan slicing off one of his hands. He manages to escape with Dooku regardless, but it cements a bitter rivalry between him and Kenobi. 

When he reappears in Episode III’s opening sequence, his dialogue would be altered as a result, because he already knows Anakin and there’s no need for them to act like strangers. He would still more or less die the same way, but everything about his introduction is different. 

Anakin’s Motivations:

My next couple of changes will be bundled together, and they will surround Anakin’s motivations for turning evil in Episode III. But before I explain them, I want to give my thoughts on Anakin’s overall motivations in canon. 

I actually think George Lucas did a really good job figuring out how and why Anakin would transform into Vader. Essentially, he’d written a bit of a tricky situation: he’d developed Anakin as a passionate person who was willing to do anything for Padme, but who was also immensely loyal to the Jedi Order. His entire character arc is built around feeling torn in two directions by both of these things. How could he betray all of them in such a way that made sense for his character arc? 

Instead of coming up with one reason why Anakin became Vader, Lucas came up with two reasons that corresponds to his two conflicting loyalties: one to justify his initial descent into darkness, and one to specifically justify his attack on the Jedi Temple in the following scene. 

We all remember that Anakin turned to the dark side to save Padme, but we often forget that Anakin initiated Order 66 and attacked the Jedi Temple because he was paranoid that they were going to take over the Republic. 

Both motivations make sense. The Prequel Trilogy was always more character-driven than the other movies, and having our main protagonist turn into the main antagonist to save the one he loves is the ultimate culmination of this character-driven narrative. 

At the same time, the Prequels were also driven by their themes. Star Wars asks us many questions about politics and morality: are politics inherently good or bad? Are politicians inherently good or bad? Are all “good” people just trying to gain power? Will a truly “good” person refuse authority or embrace it? Do all democracies eventually descend into fascism? 

The attack on the Jedi order is the ultimate culmination of not just Anakin’s arc, but these themes as a whole. The Jedi became so complacent, traditional and misguided that their strongest fighter grew sick of the system, and he spearheaded an attack to destroy and replace them. 

_____

So, those are obviously the things I like about Anakin’s motivations, but what do I dislike? What would I change? 

Well, in Revenge of the Sith, there’s this bizarre situation at play regarding Anakin the Republic that I only picked up on my most recent rewatch, and it reminded me of the literary concept of dramatic irony. If you’ve never heard of this term before, dramatic irony is a literary trope when the audience knows a crucial piece of information that the characters don’t. It’s meant to produce fear and suspense, because we know what’s going to happen but the characters in the narrative are too blind to see it. Revenge of the Sith has (for lack of a better term) reverse dramatic irony: Anakin is fundamentally, deeply aware of things only the audience should know. 

One of my favorite scenes from the movie is when Mace, Obi-Wan and Yoda are on a Coruscant ship after Anakin’s temper tantrum. Mace voices his concerns about the Chancellor and Anakin, and he says that they may need to overthrow the Chancellor and the whole Senate to restore “peace.” It’s a haunting scene that shows how years of fighting have left the Jedi eager to use violence as an answer to their problems. To the audience, this shows that Anakin’s paranoia about the Jedi Council is completely justified. They actually are planning a coup. 

The problem is that Anakin isn’t present during this scene. He doesn’t know that they are planning a coup, even though they totally are, so when he storms the Jedi Temple anyway, it feels a little...off. We know that he’s right, but how does he know he’s right? Saying that Sidious planted the idea in his mind feels just a little too convenient for how certain Anakin is of something he couldn’t possibly know. 

My solution is simple. My revised Episode III would simply recontextualize this scene. Instead of it occurring on a ship, it’s in the Temple, and Obi-Wan is not present. Anakin goes to Mace and Yoda to apologize for his earlier outburst, only to overhear them. Panicked and betrayed, he reports this to the Chancellor at the Opera House, which prompts Palpatine to apply more psychological pressure by telling him the tale of Darth Plagueis the wise. 

I’ve mentioned a bunch of changes already, and many of them would contribute to his descent to the dark side in other ways:

• Dooku would act as a mentor figure to him, already tempting him to the dark side and promising to end slavery way back in Episode I (something the Council never bothered to do). This cements the idea in Anakin’s mind very early on that darksiders can also be good people with noble intentions. 

• Mace, as I said, would have even more scenes in Episodes I and II where he chastises Anakin but respects Obi-Wan. From Anakin’s perspective, this is blatant favoritism. 

• He has a close relationship with the Lars family, yet he shouldn’t, because the Jedi council bans family relationships. (Maybe we could even get an interesting scene where Anakin is telling Padme that when the children are born, he doesn’t want them to be Jedi, because then they might not ever see them.)

• Finally, compared to canon, his relationship with Padme had much more buildup and was openly encouraged by his stepbrother and stepsister-in-law. If his family can accept his marriage, why can’t the council? 

All of these changes would cause Anakin to explode. The Council has kept him apart from his family and lover for years, apathetic towards his background as a slave. Now, they’re plotting treason? At this point in my story, Anakin genuinely believes that the Jedi Council is evil, and given his faith in Dooku, he honestly believes that the darksiders in his life are more noble and morally-grounded. 

____

One of the biggest things I noticed in my rewatch of Revenge of the Sith is a subplot that the fandom almost never discusses. Indeed, it’s almost invisible and entirely subtextual, which is rare for Lucas. 

It’s that Anakin thinks Padme and Obi-Wan are having an affair. 

For those who aren’t already familiar with this, let me explain. The idea is first planted in his head because Padme calls out to Obi-Wan, not him, during his dream. The next day, when Anakin walks into his apartment shortly after being told he is denied the rank of Master, he seems to sense an echo of the force. He quickly realizes that Obi-Wan had been here, which Padme confirms. Later, when Padme confronts him on Mustafar, he doesn’t truly lose his cool until she brings up Obi-Wan, and when Obi-Wan actually steps out of Padme’s carrier, Anakin explodes. 

This was initially part of the original script, but it was axed during production, though much of the dialogue makes sense when we view it through this lens. The novelization of Revenge of the Sith makes subtext into text. Here, we get a description of the Force echo Anakin saw in his apartment, with Obi-Wan and Padme sitting just a little too close together. It was completely platonic, but Anakin is too blinded by frustration and jealousy to realize that. (Side note, this novel takes the already-popular interpretation of Anakin and Padme as a toxic couple and runs with it. Matt Stover does a great job highlighting Anakin’s mental instability and obsessive tendencies.)

Pay attention to Anakin’s dialogue on Mustafar in the finished movie. 

ANAKIN: I don’t want to hear anymore about Obi-Wan. The Jedi turned against me, don’t you turn against me.

PADME: I don’t know you anymore, Anakin. You’re breaking my heart. You’re going down a path I can’t follow. 

ANAKIN: Because of Obi-Wan? 

PADME: Because of what you’ve done...what you plan to do. Stop, stop now. Come back. I love you. 

ANAKIN *noticing Obi-Wan*: Liar!

PADME: No! 

ANAKIN: You’re with him! You brought him here to kill me! 

This isn’t the dialogue of a powerful Sith lord, it’s the words of a jealous lover. For the life of god, Anakin cannot let go of Obi-Wan now that he is alone with Padme. Even as his wife wants to talk to him about the roomful of children he just murdered, Anakin keeps making it about Obi-Wan. 

I think this idea is absolutely genius. Anakin has clearly always struggled with losing people in some form or another, whether it be death (Shmi) or them leaving (Ahsoka). I always felt like it was weird for Anakin to choke Padme on Mustafar, considering she’s the reason he turned to the dark side. He had an entire secondary motivation for killing the Jedi, but what’s his motivation at this moment? 

In essence, my revised Episode III would make this fan theory (and cut subplot) into an explicit part of the story, thus providing a solid reason why Anakin attacks his wife and best friend at the end of the movie. 

I would also revise the second act of the story to further this subplot. Around the time of Mace’s death, Padme starts doing some detective work, investigating her husband’s crimes and piecing together his descent to the dark side. Unfortunately, combined with all the other evidence, Anakin mistakes her sneaking around for seeing Obi-Wan behind his back. In my version, Anakin would be a bit more blunt; when they finally reunite on Mustafar, Anakin confronts Padme about this, point-blank asking if she loves him. She says no...only for Obi-Wan to walk out on stage. And the rest is history. 

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My final change to Anakin’s motivations also occurs during this scene. One problem I had with Vader’s transformation is that, for a time, George Lucas seemed to just be throwing motivations to the wall to see what sticks. While much of this (like the affair) was reduced to subtext or removed, there’s still one thing I don’t like. 

Specifically, I’m talking about Anakin’s power hungry tendencies in the climax. Mustafar contains two scenes where Anakin is seemingly plotting to kill Sidious and control the whole empire:

• The first is when he point-blank offers to kill Sidious for Padme and rule the galaxy with her

• And the second occurs a few moments later, when he tells Obi-Wan that he’s brought peace and justice to his “new empire.” Obi-Wan even questions this, asking “Your new empire?” 

Lucas seemed to be toying with the idea that Anakin was plotting his own coup. The novelization once again made this more explicit, with Vader outright trying to Force choke Palpatine after his surgery. 

It’s a neat idea, but I can’t help but feel like it just doesn’t fit with the rest of Anakin’s arc, at least in the current state. Yes, Anakin is a prideful young man with grand ambitions, and yes, he does offer to kill Palpatine for Luke in Empire Strikes Back; but I feel like continuing with this minor plot thread takes away from some of the focus. It also contradicts with some of Anakin’s pre-established dialogue in Episode II, where he explicitly tells Padme that he supports a dictatorship, but clarifies that he wouldn’t want to be a dictator. 

My revised Episode III would emphasize a whole host of reasons why Anakin turned to the dark, but the two biggest ones are that he genuinely believed the Jedi were corrupt, and that he was trying to save his wife (who he attacks when he believes she’s having an affair). His power hungry tendencies are removed as a result, and they don’t really factor into the main plot. 

Part 2: My Bigger Changes:

Everything that I’ve covered so far are changes that I genuinely believe would benefit the story without actually changing a whole lot about the overall universe. I did not outright remove any characters or relationships (sans Chewbacca), nor did I combine characters; I simply fleshed out and rearranged what was already there. 

If you want, you can just stop reading right here and leave with a more cohesive story that doesn’t actually change all that much. From here on out, I’m going to cover some bigger changes. These changes will have more of an impact on the characters, setting and Expanded Universe. I’m admittedly not as confident about these changes, and compared to the smaller ones I’ve already listed I’m not sure I’d actually implement them if given the chance, but I thought they were worth mentioning. 

Major Change 1: Boba and Jango:

My first major change is essentially an overhaul of Jango Fett and Boba Fett’s characters. 

I’m going to use another idea from Cardinal West and have Jango appear first as an ally of Qui-Gon in The Phantom Menace, who Qui-Gon hires to smuggle him back on Naboo. (Thus establishing that Qui-Gon is a bit more of a loose cannon who doesn’t do things the stereotypical Jedi way.) He quickly betrays Qui-Gon for the Trade Federation, fighting alongside them in the final battle. 

Keeping with my idea that the Trade Federation is actually just a branch of the Confederacy, he’s noticed by Sidious who immediately promotes him. He fulfills the same basic role in Attack of the Clones, but instead of hiring a changeling to kill Padme, he just attempts to do it himself. This also leads to a much more personal, emotionally-charged confrontation between Jango and the much more powerful Anakin, who’s still furious that Jango betrayed them on Naboo. 

Boba makes his first appearance much earlier, helping Jango carry out the attempted assassination in Attack of the Clones. He’s also noticeably older, about 15 or 16. During the Battle of Geonosis, Mace once again kills Jango, just like in canon. We get an extra scene of Dooku comforting Boba after the battle and offering him an opportunity to get revenge. 

Boba has a huge role in Revenge of the Sith. Keeping with my revised age of him and the extra time of the Clone Wars, he’s now 20 years old and donning his father’s armor. While I haven’t gotten all the details worked out, I’m thinking he’ll first fight alongside Grievous on Utapau, before helping Anakin carry out Order 66 at the Jedi Temple. His last scene in the trilogy would be of Sidious sending him on a faraway mission to Bespin, where he’s to hunt down even more Jedi. 

The reason why I classified this as a “major change” is two-fold:

• First, it would change a lot of the Expanded Universe material out there for Boba and Jango Fett, specifically Boba’s role as a small-time teenage pirate in The Clone Wars. I always envisioned him as having a much more active role in the Clone Wars, acting as Dooku’s personal assassin. 

• Second, it would alter Obi-Wan’s dialogue with both of them in Attack of the Clones. He obviously knows who Jango is already, and because Jango didn’t use a middle-man in my story, Obi-Wan is much more proactive in hunting him down. 

Major Change 2: Naboo=Alderaan and Prince Bail:

I’m taking a page from EC Henry’s video “How to Make the Prequels Amazing in Five Minutes.” I love the video, though I respectfully disagree on some of his ideas. One idea I’ve been tossing around in my head for a long time would be his suggestion of retooling Naboo into Alderaan. 

It wouldn’t exactly be hard. I already cut the Gungans and Jar-Jar, and Alderaan is a perfect blank slate to work with. Plus it retroactively creates more emotion behind Alderaan’s destruction in A New Hope. 

Major Change 3: Maul:

You all knew this was coming. 

Darth Maul was one of the most intimidating, captivating characters in Star Wars history. With a wicked design, a “strong but silent” personality type and his iconic double-bladed lightsaber, he participated in one of the franchise’s best lightsaber duels and quickly wormed his way into our hearts. 

I said earlier that while I love The Clone Wars for fixing my problems with the Prequels, I also prefer for movies to stand on their own. My proposal would be to retcon the Clone Wars animated show and absorb its Maul subplot into the live-action movies, while taking ideas here and there from George Lucas’ planned Sequel Trilogy. 

In essence, Sidious, not knowing that Maul survived, immediately sought out Dooku as a replacement. In actuality, Maul was alive and well, residing in the slums of the galaxy and amassing a huge criminal empire. 

He would appear as an antagonistic force in all three movies, though in varying capacities. 

1. In Phantom Menace, he’s Sidious’ lacky. 

2. In Attack of the Clones, he’s taken away enough territory from the Hutts to pose a genuine threat. He’s hunting down Obi-Wan as revenge for bisecting him and Dooku as revenge for killing him, and he enters the Battle of Geonosis with the intent of slaying them both. Once the Clone Army arrives, he realizes how outmatched his men are and he strategically retreats. 

3. By the time of Revenge of the Sith, his organization is so large it’s essentially a third party in the Clone Wars. Instead of hunting down Obi-Wan, he’s hunting down Palpatine, which prompts Palpatine to appoint Anakin as a bodyguard to protect him. Maul would crash into the Senate room and try to kill Palpatine, only for Anakin to stop and kill him. Maul dies, but not before revealing that Palpatine is Sidious and warning Anakin not to trust him. His death---combined with Grievous’ death---marks the end of the Clone Wars. 

I like this idea a lot. It would take the best elements from The Clone Wars and Lucas’ Sequels, and it would mesh really well with what we already have in Revenge of the Sith. 

Closing:

Welp, those are all my thoughts on how to change the Star Wars Prequel Trilogy. To reiterate: I love this story and I love this universe. But when something you love so much has the potential to be better, you can’t help but wonder what might have been. And that’s exactly how I feel here.