It wasn't long after the release of The Phantom Menace that a critical consensus began to emerge: the Star War prequels were remarkably underwhelming. Whatever the wonders spawned by George Lucas' imagination, the stories could have been so much better with some editing and story supervision.

Then I came across a video that offered precisely that: a re-imagined Episode I, keeping Lucas' framework while significantly streamlining the narrative. The video in question is 'What if "Star Wars Episode I" was Good?' by Belated Media. Check it out: it inspired quite a few ideas that will appear below.

I wanted to outline my vision for rebooting the prequels, in part for my own future use but also in part as a challenge to other authors. I can't say this really qualifies as either outline or challenge, as some aspects are too detailed for a challenge (I include a number of scenes and snippets of conversation, for instance) while other aspects are far too cursory for a proper outline. Regardless, I hope you enjoy.


Disclaimers: I don't own any aspect of the Star Wars universe. Also, while I tried to stay true to the original trilogy, I made no effort to stay within the bounds of the Extended Universe, except where I found it convenient to the story.

Please note that italics indicate parenthetical author's notes on important changes from the original films.


Episode I: The Phantom Menace

Opening Crawl: A thousand year ago, the Jedi Order had crushed the last remnants of the Sith. Now most citizens of the galaxy consider the Jedi Order to be an antique of an earlier era, a throw-back to prehistoric mysticism. After a millennium of peace, the Order has largely shed its old military trappings and taken on the duties of police officers and diplomats, going on planet-to-planet inspections on behalf of the Galactic Senate.

A/N: This introduces two elements not found in the original prequel films. First, there is a general impression that the Jedi and the Force are largely irrelevant (hence Admiral Motti's statement in A New Hope: "Your sad devotion to that ancient religion" etc.. Second, there is widespread resentment of the Jedi, as they act as the public face for the Senate's intrusion in local planetary affairs and governance.

The camera pans down toward a sleek ship headed for Naboo.

We cut to a conversation between a Jedi Master and his Padawan. The younger OBI-WAN KENOBI objects at how banal the assignments are that the Senate has given to the Jedi – planetary inspections are for bureaucrats, not for those who can wield the Force. His teacher, QUI-GON JINN, bears his Padawan's complaints with all the long-suffering patience of a parent who has heard this line many times before, and tries to remind Obi-Wan that the current state of affairs is still better than the dark times when they had to fight the Sith. But Obi-Wan has romanticized the adventure of the old days, and does not hear the admonishment.

A/N: This sets up the major arc for Obi-Wan's character development in Episode I: he must leave behind his childish naïveté, and take up the adult responsibilities of being a Jedi Knight.

Obi-Wan and Qui-Gon are alerted by the ship's captain that there are war-ships in Naboo's atmosphere, bearing the markings of the Trade Federation. They instruct the captain to land outside the capital city.

A/N: There is no blockade: the Trade Federation are launching their invasion force directly.

A/N: There are no Gungans: Naboo may be home to one or more non-human race, but at least for the moment there is no need for a Jar-Jar character to bring them from one side of the planet to the other.

This sets up the film's first action sequence: the Jedi must retrieve the PRINCESS AMIDALA from her captors and escort her to Coruscant, where she can denounce the invasion to the Senate. The initial rescue takes place on land, while the escape draws the action out into space. During the battle, Obi-Wan tries to order around the Princess' HANDMAIDEN PADMÉ– once the battle is over, she objects quite strongly, and this leads to their (at first caustic, but eventually playful) banter.

A/N: This relationship between Obi-Wan & Padmé should be strongly reminiscent of that between Han & Leia from the original trilogy. Also, once Anakin is added to the mix, the love triangle that develops should ramp up the tension quite nicely.

At some point during the space battle, the Jedi's ship was hit, so they must stop for repairs at an out-of-the-way planet called Tatooine. All three go planet-side looking for parts.

A/N: Obi-Wan being the main charater of the prequel trilogy, he must be present for the action on Tatooine. This allows for more banter between him and Padmé, and allows him to observe Qui-Gon's reaction to Anakin's astonishing presence in the Force.

On Tatooine, we hit many of the same plot points as in the original Episode I, including the Jedi's encounter with ANAKIN SKYWALKER, Qui-Gon's bet with Watto, and the pod-race.

A/N: Crucially, Anakin is not a 9 year old in this film. He is closer to 14 – still young, but close enough to Obi-Wan's age that they could realistically consider each other brothers at some point down the line. He remains a mechanical genius, but only related to aircraft. He doesn't make C-3PO, but he did build his own pod-racer, and once they get the right part ends up fixing the Jedi's ship.

After the pod-race, the Jedi receive the replacement parts for the ship and Anakin is freed, but before they can return to the ship they're intercepted by a mysterious SITH APPRENTICE. Qui-Gon manages to hold him off until the ship is ready to depart, but doesn't get a good look at the Sith during their brief lightsaber duel.

A/N: There should be something to distinguish a Sith Apprentice from a Master, comparable to the 'Padawan braid' that Obi-Wan wears. Also, this should be our first encounter with the Sith in this film. Unlike the original movie, there is not yet any need to observe the Sith's dealings with the Trade Federation.

The group continues on to Coruscant. Princess Amidala makes her plea to the Senate, but her motion is referred to committee by the powerful COUNT DOOKU, and no help seems forthcoming.

Qui-Gon makes his report to the Council. The head of the Council, MACE WINDU, instruts Qui-Gon to continue assisting the Princess resist the invasion of her planet, and to seek out more information on the Sith that attacked them. Qui-Gon also informs the Council of his desire to teach Anakin, and to let Obi-Wan face his Trials. They defer that decision until his return.

A/N: Mace Windu refers to the mystic YODA several times, but Yoda does not usually participate in Council meetings. He's more often to be teaching, communing, or studying the Archives. Yoda won't show up on-screen until the very end of the movie.

Meanwhile, Obi-Wan waits with Anakin elsewhere in the Jedi Temple, where they encounter PALPATINE.

A/N: Palpatine is not a Senator; rather, he is the Senate-appointed liaison to the Jedi Order, and is the one who assigns planet-to-planet inspection routes to the Jedi. In other words, he is actively responsible for undermining the public trust and confidence in the Jedi Order.'

Palpatine waits with them until the Council reports that Anakin can stay at the Temple, at least until Qui-Gon returns and the Council can make its decision. Anakin stays on Coruscant for the remainder of Episode I.

Lastly, we briefly observe an abandoned warehouse where the Sith Apprentice (addressed as DARTH MAUL) reports to his SITH MASTER, DARTH TYRANUS. Tyranus is initially hidden in the shadows, but soon steps forward to reveal that he is in fact Count Dooku, who had been working with the Trade Federation all along. He also reassures Darth Maul that letting the Jedi learn of the Sith's existence was entirely intentional.

Princess Amidala and her entourage, Obi-Wan, and Qui-Gon now prepare to leave Coruscant and return to Naboo. Their plan is to capture the Trade Federation's Viceroy and deliver him to the Senate, proving their case without need for committee.

A/N: Once again, there is no blockade, so no space battle, nor is there any need for Gungans. Also, it is at this point that Padmé is revealed to be the real Princess Amidala.

On the way to the Viceroy's office, the way is blocked by Darth Maul. The Jedi split off to duel him on their own, away from the rest of Padmé's group. Eventually they converge again in the Viceroy's office. During the split second when Padmé is distracted in observing the Jedi duel, the Viceroy manages to wound her, which distracts Obi-Wan from his duel, which in turn allows Darth Maul to critically wound Qui-Gon. Padmé's guard subdue the Viceroy and gang up on Darth Maul, who is forced to retreat.

A/N: The most important point here is that Darth Maul survives, thus giving Obi-Wan a concrete antagonist for the remainder of the prequel trilogy. Second, Obi-Wan feels responsible for the death of his Master. Specifically, he blames his burgeoning romantic feelings for Padmé, which distracted him at the crucial moment...

Qui-Gon dies after imparting some generic final bits of wisdom to his apprentice. They all return to Coruscant with the Trade Federation Viceroy in custody. The Senate recognizes the invasion, and punishes the Viceroy for his actions. Obi-Wan reports to the Council. With his Master's death, he is elevated to Jedi Knight, but will continue training with Yoda to deal with the emotions of losing Qui-gon. Anakin will also be trained by Yoda as a special case, so Obi-Wan and Anakin will work together as a team.

Obi-Wan goes to speak with Yoda about his encounters with the Sith. Yoda tells him of the Sith 'Rule of Two' – one Master, one Apprentice. This leads Obi-Wan to wonder: who is the Sith Master?

Smash cut to: Darth Maul finishing his report to his Master Tyranus before being dismissed. Tyranus turns and moves toward a shadow near the back of the warehouse. "Everything is proceeding as I have foreseen," DARTH SIDIOUS cackles as he emerges for the first time. Tyranus bows down (parallels to Vader): "Yes, my Master."

Smash cut to: Princess Amidala leading Naboo in blithe celebration of their freedom from the invaders.

Roll credits.


A/N: Feedback is always welcome; please review.