Original subtitles

[FILM CLICKING]

[DRAMATIC MUSIC PLAYING]

NARRATOR: The Phantom Menace

had overcome a critical panning

to become the highest-grossing film of 1999.

As the most eagerly-anticipated film in probably 20 years.

All these people are lined up to get tickets to a movie

that hasn't even been released yet.

JONES: It makes a ton of money.

NARRATOR: But despite recruiting a new legion

of younger fans, the old guard was...

[EXHALES] left cold.

EDLUND: I remember going to see the first prequel

and we were about halfway through the movie...

The only other choice would be to submit a plea to the courts.

The courts take even longer to decide things than the Senate.

and I said, "What the hell is this movie about?"

I couldn't figure out where it was going

or what it was building towards.

NARRATOR: Convoluted plot aside,

it was building toward a sequel.

There was a lot of pressure on George

to somehow make

Episode IImore likeable.

Better than Episode I.

NARRATOR: But if George Lucas was to make

a superior Star Wars Episode II,

the question to be asked was...

had he learned any lessons fromEpisode I?

I may have gone too far

in a few places.

[MUSIC PLAYING]

[DRAMATIC MUSIC PLAYING]

NARRATOR: George Lucas began work onStar Wars Episode II

in the wake of its predecessor's mixed reception.

I'm not too big on the acting.

I was kind of disappointed in the ending.

Thumbs way down.

NARRATOR: Not even his juggernaut merchandising machine hit the mark.

It was too much product. Too quickly

with too much confidence that just anything would sell.

WOMAN: The Dark Side.

-First off, you like your coffee dark. -MAN: Yes, absolutely.

About a year later those things were in the clearance bin.

You couldn't give away your Jar Jar figure.

Believe me, I tried.

NARRATOR: Star Wars

would need to pull itself out of the discount bin

by pulling out all the stops.

But could it be that the prequels

were missing something... or rather someone?

He didn't have Marcia with him

and Marcia warmed everything up.

NARRATOR: None of the prequels would benefit

from the deft touch of the woman who helped craft the originalStar Wars.

MORTON: By the time you got to the prequel trilogy

Lucas is working more on his own than he probably ever had been.

NARRATOR: Secluded and cut off from the film industry

in his Northern California Ranch.

MORTON: I think he was working in a bubble

in which he's not getting maybe a lot of feedback

to see how things are playing.

G. LUCAS: Finally glad to be working on my own again.

NARRATOR: But George's preference

for this solitary autonomy

should come as no surprise.

On the first three extraordinary successful movies

George had still laid blame on his various collaborators.

Especially his producer Gary Kurtz.

He was not reporting the figures.

Because of that, George never forgave him.

NARRATOR: However, it seemed that ifThe Phantom Menace

was anyone's fault, it was probably Jar Jar's.

-Hello. -NARRATOR: Which is why Lucas

was more than happy to welcome producer

Rick McCallum back with open arms.

JONES: McCallum's an incredibly competent producer.

Really great at what he does.

Filled the Kurtz role for Lucas, but in a different way.

Kurtz was willing to push back.

McCallum was the one who just said, "Whatever you need

"we'll get you and whatever vision

"you want onscreen, it's yours to go with."

NARRATOR: With McCallum returning as wingman,

George felt comfortable doing something he passed on

during the first trilogy. returning as director

and, of course, he'd be returning as writer.

So the first order of business was... a script.

One of the historical things about Episode II

is that they wanted it filmed entirely using digital cameras.

NARRATOR: Oh, okay. We'll get to the script.

-[CLACKS] -Digital cameras, sure.

Everybody does that these days.

MORTON: The digital cameras were basically prototypes.

They had not really been fully employed.

NARRATOR: On any other movie...ever.

And even at the time there was a lot of talk about,

-"Well, that may not work." -George fully believed

that he could control everything.

Light, performances, sets,

-all of it. -Almost all the sets

inAttack of the Clones are digital sets.

NARRATOR: But before the cameras rolled,

if indeed digital cameras can do that,

finally it was time to work on the script.

-Casting auditions. -NARRATOR: Well, yes, casting.

That's very important, too.

And speaking of which,

you may remember this funny, little boy...

You're a funny, little boy.

NARRATOR: But now he'd have to be replaced

with a much larger... angrier boy.

-PADME: Annie... -Anakin.

Annie makes me sound like a little boy.

A challenge with casting Anakin is that

you need someone who looks like a more mature Jake Lloyd,

but has a rebellious streak.

NARRATOR: So, they naturally cast their eyes

over Hollywood's bad boys and in the year 2000

none was hotter than... this guy.

MORTON: Leonardo DiCaprio was one of the original choices

as I understand it.

WOMAN: Have you been to Skywalker Ranch?

Yeah, I was there.

WOMAN: You were there? LEONARDO: Yeah.

In fact, there was a time where we thought it... that was gonna be the case.

NARRATOR: Instead, 1,500 casting tapes

were whittled down to just five in-person auditions

with George Lucas. One of those was a young actor

who had flirted with the dark side in his previous work.

Hayden Christensen was seen in a film starring

Kevin Kline called Life as a House and he's pretty good in it.

Thanks for talking about me behind my back.

It's useful in court. What are you doing in my room?

I locked the door! Get out!

Fuck you!

MORTON: And I think that is what brought him

to their attention after Leonardo DiCaprio

was not gonna be in the role.

PADME: Don't try to grow up too fast.

I am grown up.

Hayden has good, what we call, shit quality.

That is to say he could bring a touch of

the potentially unpleasant to the role.

There was just the possibility that yes, he could become,

eventually, Darth Vader.

NARRATOR: But Anakin's turn to the Dark Side

wasn't happening just yet.

In the meantime there was a decidedly unpleasant

character that needed to be cast.

Lucas brought Christopher Lee in to be

the nominal villain of the prequel trilogy.

NARRATOR: Lee was cast as Count Dooku.

A former Jedi destined for the Dark Side.

Peter Cushing is the head villain in Star Wars.

Charming to the last.

The famous Hammer horror film star.

His co-star in all those great Hammer horror films

was Christopher Lee.

It was just great to keep that kind of casting going.

As you see my Jedi powers are far beyond yours.

Now, back down.

NARRATOR: With casting complete,

George and his trusted producer, Rick McCallum,

started packing their bags for Sydney, Australia...

because much like the situation with the pound

back on the original movies, Australia offered

an excellent exchange rate, tax breaks,

and brand-new cutting-edge film studios.

Perfect for George Lucas' cutting-edge script.

Oh, yeah... the script. Actually...[CHUCKLES]

this was all starting to sound familiar.

On Return of the Jedi, famously,

Lucas didn't get around to the script

until a few months before production began.

The same thing kinda happened on Attack of the Clones.

He had outlines and artwork and pre-production.

NARRATOR: But to the chagrin of Rick McCallum, not a script.

JONES: There were people building models

on stories they're not aware of.

That Lucas isn't really aware of

and they've got soundstages reserved

and they know the date they're gonna shoot. It's flying without a net.

NARRATOR: It was time for Lucas to stop playing with his toys.

No, not those... these.

And start putting pen to paper

because the clock was ticking for the crew in Australia.

And they're just waiting for the final script

-to land on the desk. -NARRATOR: But by March 2000,

the only thing on the desk was Lucas'

hand-written rough draft.

Far from a final shooting script

with far from a final title.

The title of the first draft that he put on there was

Jar Jar's Great Adventure.

MADSEN: Yeah, that was tongue-in-cheek.

It was kind of like a slap in the face

to the critics who panned Jar Jar Binks.

NARRATOR: But all joking aside,

was the pressure of having to course-correct

the prequel trilogy getting to George?

Well, I think he was dealing with the fallout

from Phantom Menace.

He'd taken a bit of a pounding on that.

NARRATOR: George decided he would need help

polishing the script, but not to worry because...

MAN: From master storyteller George Lucas,

comesThe Adventures of Young Indiana Jones!

NARRATOR: Once again, it was Indiana Jones who saved the day.

Well... Indy and screenwriter Jonathan Hales.

Mm-hmm. I worked with George

onYoung Indiana Jones. We knew each other.

We were used to working together.

It was good.

NARRATOR: So good that George felt comfortable inviting Jonathan to the Ranch

to explain his vision or at least...

what there was of it so far.

He knew how he wanted... Attack of the Clonesto start.

[LOUD EXPLOSION]

And he sort of knew where it should go to end.

[EXCITING MUSIC PLAYING]

[CHUCKLES] What he didn't have clear in his mind

was all the stuff in between.

NARRATOR: Clearly they had their work cut out for them.

For the next couple of days

we sat there and started to put together

the story ofAttack of the Clones

and after going through the outline,

I went into my office... and wrote the picture.

NARRATOR: Top of Jonathan's to-do list,

two of the films most important plot points.

-The first of which... -This wonderful kid...

[BOTH LAUGHING]

who eventually ends up embracing the Dark Side...

-[HUMMING] -and becoming the evil lord.

NARRATOR: Next...

Set up the story of the clones.

NARRATOR: Longstanding inStar Wars lore.

You fought in the Clone Wars?

I mean, we've heard about the Clone Wars since 1977.

That's kind of the mystery.

NARRATOR: But for Jonathan

the biggest mystery involved deciphering just the right

balance of Jar Jar,

who had slightly worn out his welcome.

Me-sa busting' with happiness busting' youse again, Annie.

At one point George wanted, uh, Jar Jar to go with Anakin

and Padme when they leave Coruscant

and go back to her home planet.

JAR JAR: Ex-squeeze me.

-No. -And I said, "No, no, George.

"We-We really... We really won't do that."

So, uh, Jar Jar got left behind.

NARRATOR: But there was one person Hales couldn't get rid of

an increasingly impatient Rick McCallum.

He wanted a script. He was out in Sydney

playing around with the blue screens or whatever...

[SQUEAKS]

and I would get little messages and so on and so forth.

NARRATOR: But little messages aren't something

you want from a man like Rick McCallum

and so Hales had to get

this pitbull producer off his back.

Secretly, without telling George,

when I'd done the first draft, before it was revised,

we FedEx'd a copy of it to Rick in Sydney

to keep him happy.

NARRATOR: And soon the little messages

turned into little gifts.

He sent me champagne. So, there you are.

NARRATOR: And in June 2000, just before the start

of principal photography, Lucas and Hales

turned in their final shooting draft.

At lastJar Jar's Great... eh,Attack of the Clones

was ready to go before those digital cameras.

[DRAMATIC MUSIC PLAYING]

NARRATOR: With production in Sydney, Australia looming,

the world had reached fever pitch

about the second prequel movie...

whatever it was called.

There was always huge excitement and discussion

among the fan base as to what the title of the...

of the next movie was going to be.

So the title was always very carefully hidden

until the last moment.

NARRATOR: And the anticipation was palpable.

Attack of the Clones.

He had these wacky titles, you know?

NARRATOR: Well, palpable excitement is relative.

For some, this wasn't their first rodeo.

I knew you would return. I knew it!

DANIELS: I have to say when I read the script

in my hotel room and saw the role of 3PO in this,

I actually threw it into the corner of the suite.

[THUDS]

I think, perhaps, we'd better go indoors.

NARRATOR: It had taken Anthony much less time

to read his role than he'd expected.

[EXHALES SHARPLY] I don't know why I was out there.

It was like... he was nothing.

NARRATOR: Just ten scenes featured

the affable, golden droid that had proved

so golden for the man who gave him a voice.

DANIELS: And it hurt. Not from ego,

but... but almost from a... a brotherly,

um, worry about my friend.

He's too good to... do nothing.

You know, why... why insult him by being...

don't invite him at all if this...

this is the crap you're gonna give him to do.

If they had needed our help they would've asked for it.

NARRATOR: Nevertheless, in June of the year 2000

cameras began to roll onAttack of the Clones.

Lucas is renting out the soundstage for something like three years

just so the stage is constantly available to him. If there's footage missing,

he can call people back at the last minute

to go down to film. This is Lucas' ability

to control every aspect of the film making.

NARRATOR: It seemed that now, more than ever,

George had control of everything.

The once essential old-school ILM team...

-[SIPPING] -were now replaced

with a computer graphics based ILM.

And even his disdain for directing actors

-could be eradicated. -G. LUCAS: Well, it's like

getting a performance out of a regular actor.

It's just... it takes a lot longer to get there.

NARRATOR: Even for everyone's favorite green, Jedi master

the old ways were being ripped up

and Yoda himself would be ripped.

G. LUCAS: Such an innocent, little thing.

NARRATOR: And, finally, what Irvin Kershner

had envisioned back onThe Empire Strikes Back...

He wanted Yoda to be leaping from here to there.

NARRATOR: ...was now, after more than 20 years, achievable.

Yoda had to go from being a puppet

to a CGI character because he needed to do

-all those sick back flips. -JONES: In the script,

all it says is, "Yoda fights."

And they let the animators and the creatives

go for it.

[LIGHT SABERS HUMMING]

It was a huge challenge to make that character

go through those motions and yet keep that realistic.

Fought well, you have.

NARRATOR: And even though The Phantom Menace

might have steered George away from going all-in on digital...

-[GRUNTS] -he did it anyway.

-Great. That's a struggle. -Already?

[ALL LAUGH]

NARRATOR: There was nothing George

couldn't achieve this way,

but what he was dreaming up...

was a digital solution to every problem.

On Attack of the Clones, there was a feeling

that there wasn't enough action at one point in the movie.

[ROMANTIC MUSIC PLAYING]

George had this idea about the assembly line.

-The droids. -[MACHINES WHIRRING]

DROID: Uh-oh.

I think it works very well. It's a good sequence.

-[CLANGS, WHIRRING] -Oh, no!

NARRATOR: However, George's long-standing mantra...

"Oh, don't worry about it. We'll fix it later in post."

NARRATOR: that had served him so well in the past

now created a very different kind of problem.

It's so dense. Every single image has so many things going on.

So many things going on.

[ECHOES] So many things going on.

So many things going on.

NARRATOR: But was having so many visual effects

replacing practical, actually practical?

REYNOLDS: John Knoll, visual effects supervisor,

was asking, "When are we gonna outfit some actors

"as clone troopers so we can get all of these close ups?"

And the answer was, "We're not gonna build

"a single clone trooper outfit.

"We're not gonna film any actors."

"Even if it's an insert shot of somebody pulling a trigger,

"it's all gonna be digital."

[EXCITING MUSIC PLAYING]

-The army? -Yes.

And, so, even the great champion of digital, John Knoll,

was saying, "Wouldn't that just be easier to do practical?"

You are the one that has to deal with the overall picture.

NARRATOR: But for the actors who still

hadn't been replaced, the green and blue voids

they found themselves working in every day

presented their own challenge.

Green screen can be a nightmare.

And also it's just green screen. There's nothing there.

It can be kind of deadening process.

NARRATOR: Also disheartening for certain members of the cast was having

to watch their more nuanced work.

fall by the wayside to make room for more action and excitement.

The scene I really liked the most?

Padme is alone at night with 3PO in a garage whatever.

And she asks 3PO if he's happy.

And he said, "Well, it's very difficult being like this."

"What do you mean?" "Well, naked...

if you'll pardon the expression."

You suddenly saw this terrible pathos

of a character who is walking around totally naked.

J. TENUTO: And, so, Padme is the one who puts the pieces on C-3PO

and there's something very sweet about that.

NARRATOR: Or there might've been, but...

The decision was made that the scene slowed the film down.

NARRATOR: We never got to see how C-3PO went from

his birthday suit to his golden armor.

And Lucas said, "Nope, he's already gonna have it on."

-I am C... -3PO?

It was one of the tragedies for me.

One of the things 3PO's not had ultimately

was an ability to share his... humanity.

NARRATOR: Which it seemed there wasn't much room for

in this very heavily digital movie.

Sometimes the computer graphics take over too much.

It's a very dangerous thing to do

because it's about storytelling.

That's what the movies do

and if you lose sight of the story,

you could find yourself in trouble.

[DRAMATIC MUSIC PLAYING]

Question: Are you feeling the Force yet?

NARRATOR: Attack of the Clones was released in May of 2002.

The movie would cost $115 million

and earned it over $650 million.

But despite the numbers, byStar Wars standards

this was a disappointment.

It did open to, you know,

a strong presence...

These are my people.

It definitely was hurt a bit by the critical reviews

of Phantom Menace.

NARRATOR: Attack of the Clones had been knocked off

the top perch by an arachnid.

For the first time a Star Warsfilm was not

number one at the box office. It was Spider-Man.

NARRATOR: This was not the deflation

many fans felt afterThe Phantom Menace.

Better reviews than Phantom Menace,

not great reviews, though, overall.

It has too many climaxes.

You know, it has the big battle in the arena.

Die, Jedi dogs!

MORTON: It goes to the chase across the desert.

-It's Dooku! -And then there's another...

-[SCREAMS] -light saber duel

with Count Dooku

and Yoda shows his stuff in that sequence.

Then, I think, some people love that,

some people maybe wish there was a little less of it.

NARRATOR: In the dizzying array of digital artistry,

the drama and intensity ofStar Wars seemed to have

fallen through George Lucas' hands like... sand.

ANAKIN: I don't like sand.

It's coarse and rough and irritating

-and it gets everywhere. -[LAUGHTER]

"I hate it. It gets everywhere."

-[LAUGHS] -NARRATOR: It was arguably

the worst line in the franchise.

You shouldn't have done that.

NARRATOR: Regardless the film had its fans.

I think most people consider it a better film

than Phantom Menace.

NARRATOR: Like a pilot headed toward a mountain,

George had managed to pull up at the last possible moment,

but the bad news was that he was still

miles from the height of the original trilogy.

Still he had one more shot to clear those peaks

and he'd be doing it once again in Sydney.

Warm weather, pleasant people, and the same

cutting-edge film studio at his disposal.

Ideal working conditions for George.

Making the trilogies... especially between two and three

is kind of like, just continuous production.

NARRATOR: Unfortunately, the thing George

was most in love with, was what many people

didn't love at all.

BENNETT: There was just too much CGI.

It took away from the narrative and the heart of the story.

NARRATOR: But love is blind as they say.

I think he really falls in love with that tech

to the detriment of everything else.

To the detriment of the story.

NARRATOR: For Marcia, the prequels were a reminder

of what the original trilogy managed to never lose sight of.

Movies and film are about storytelling.

It has to work. The performances have to work,

the story has to work, the exposition has to be told.

NARRATOR: And even the guy who wrote the story wasn't convinced.

HALES: I thought it was too long.

I thought there was, occasionally, an over-reliance

on special effects and I was disappointed

-with Obi-Wan Kenobi. -What?

NARRATOR: More specifically, Ewan McGregor's performance

-of the great Jedi. -Curious.

I don't think he had a great deal of respect

-for what he was doing. -You're sweating. Relax.

And, sometimes, in the movie he can hardly keep the sneer

-off his face. -[CHUCKLES]

It's a very lazy performance. He phones it in.

Patience. Use the Force.

If he had brought one quarter

of the commitment and the wit

that, say, Harrison brings to his performance in the others...

Well, that's the real trick, isn't it?

...it would've made a huge amount of difference.

But he doesn't.

NARRATOR: And, so, you may not be surprised to hear

that Jonathan Hales wasn't so keen to come back

for the next movie.

Not really. Um...

No, I was perfectly content with... with what had happened.

NARRATOR: Well, at least Jonathan's happy.

So now George set his sights on everybody else

starting with Anthony Daniels who would be back again.

There have been so many.

[DRAMATIC MUSIC PLAYING]

Uh, yeah, Revenge of the Sith here we go. [CLEARS THROAT]

[UPBEAT MUSIC PLAYING]

-This is where the fun begins. -[MUSIC WINDS DOWN TO STOP]

Pause a minute.

[PENSIVE MUSIC PLAYING]

What happened in it?

NARRATOR: Well, that would be for George

and a new screenwriter to work out.

And on that front, it would be...

George Lucas wrote the screenplay for Revenge of the Sith.

NARRATOR: George Lucas himself.

Having writtenA New Hope, George would now

bookend the franchise as the sole writer/director on the final film.

But based on George's track record...

MORTON: [ECHOES] He's not an actor's director.

BENNETT: [ECHOES] Wasn't so fantastic at writing dialogue.

NARRATOR: Maybe that wasn't the best idea.

I agree. Bad idea.

MUIR: Rick McCallum, love him or hate him,

if you look at the prequels, it's clear he's not

what George Lucas needed which was somebody

who could tell him "No." Or that, "This isn't good."

The thing you need as a filmmaker

is not someone who says, "Gosh, you're so brilliant.

"Gosh, this is gonna be so great. Aren't you a genius?"

But who says, "This isn't working.

"Rethink this."

That's the voice you need.

-NARRATOR: And, so, with... -No.

NARRATOR: off the table, Rick and George

set about making the third film

-in the prequel trilogy. -And... action!

NARRATOR: As filming began on June the 30th, 2003,

Revenge of the Sith was a smooth operation.

From the camera to the computer,

shooting, editing, and even rewriting

were all happening at the same time.

Then Tom Stoppard was brought in to do a lot of re-writes,

but he was uncredited.

NARRATOR: Not onIndiana Jones and the Last Crusade...

And the Oscar goes to...

NARRATOR: OrShakespeare in Love...

Tom Stoppard. Shakespeare in Love.

NARRATOR: for which he won an Oscar.

-Thanks. -MORTON: Technology allows you

to keep changing things and coming up with

so many different variations of things.

That gives him the luxury of making the movie

the way he wants to make it. If other film makers think

that's crazy... eh. He didn't care.

This is the way he was gonna work it.

That's it. Match it. Match it.

That's exactly what we want.

NARRATOR: With near limitless digital potential,

George had more creative control than he'd ever had.

Or as more fanatical advocates would call it...

[SCREAMS] Unlimited...

power!

MORTON: He was still trying to create new stuff.

His imagination is really working overtime.

Like, new environments. New creatures. New ideas.

He's always trying to do something new.

First of all, he really took miniatures

out of the picture which had been the bread and butter

of the original Star Wars films.

And, you know, all the spaceships, things like that,

-were computer generated. -Eh, you know,

I get it. You know, George was always

very supportive of technological changes

and he would embrace them.

I-I think even to the point of, you know,

the stuff doesn't actually look very good.

-[CHUCKLES] You know? -NARRATOR: And this time

George was determined to get it right.

Enter all-digital...

General Grievous.

[THUDS]

A character first seen in 2003's animated series

The Clone Wars.

BENNETT: General Grievous was brought in as our new adversary.

Our new, uh, super soldier villain.

NARRATOR: Grievous was no Jar Jar,

but like George's other digital inventions,

he was hard to work out.

You know, Grievous is one of those characters

that, um... I still can't quite figure out.

He's, like, he's asthmatic I guess.

[COUGHS]

He's got, like, an organic heart...

-[WHIRRING] -but then he's a robot.

[LIGHTSABERS HUM]

I never quite got that. [CHUCKLES]

NARRATOR: But with general grievances

about going overboard with digital

and subsequent criticism...

there was still a little room inRevenge of the Sith

for more traditional, analog filmmaking techniques.

[UPBEAT MUSIC PLAYING]

ELSEY: My name is Dave Elsey and I was in charge

of the creature workshop on Revenge of the Sith.

NARRATOR: It fell on Dave to create creatures

not with pixels, but with paint and prosthetics.

ELSEY: I think something transformative happens

when you put people into those makeups

and they see the character in the mirror.

-I think it's better without. -Yeah, so do I.

That's not something you get by putting dots

on someone's face and going,

"Well, it'll be fine in the end."

NARRATOR: Makeup artist Nikki Gooley

was also trying to bring a sense

of naturalism to the film.

Filming in an environment that might've had

one prop or a little bit of furniture or something.

So, I-I really wanted them to look a part of the environment

rather than look like they were a couple of actors

-sitting on a stage. -[BELL RINGS]

[INDISTINCT SHOUTING]

In order to do that I tried to make their skin tones

and their skin textures as real as possible.

To me it's like a good costume, a fantastic set,

a great prop, or any other thing, really,

raises the excitement level of everybody involved.

The crew, of the actors, everybody.

NARRATOR: Well, one excited actor

would be absolutely caked in makeup.

ELSEY: The Emperor's not gonna be digital.

He was a guy in makeup.

He's gonna be a guy in makeup again.

[EVIL LAUGHTER]

George said, "Hey, great nose."

ELSEY: You couldn't replace what Ian McDiarmid

was doing as the Emperor.

Once more the Sith

will rule the galaxy.

DANIELS: Watching Ian McDiarmid suborning Anakin

and thinking, "Gosh, this is a real actor.

"This is beautiful. This is...

"unusual."

Is it possible to learn this power?

"Not from a Jedi." [EXHALES SHARPLY]

Sorry, terrible impersonation. [CHUCKLES]

NARRATOR: Ian McDiarmid turned in a performance

worthy of the stage. Speaking of which...

One of the scenes is the opera scene.

Yes, it was originally another desk scene.

ANAKIN: Chancellor. McDIARMID: And George said,

"I think we need something different for this scene."

And he had this idea and he said,

"You'll appreciate this, Ian."

He knew I was a man of the theater.

A theater actor. "They're in a theater.

"They're watching something.

"I don't think we need to change the dialogue.

"I think it'll probably make sense."

And I said, "Okay, what are they watching?"

He said, "Oh, I don't know.

"A squid ballet or something." I thought, "A squid ballet?"

NARRATOR: And so the Emperor Palpatine

became a patron of the cephalopod arts

in this famous scene.

McDIARMID: People say, "Is there anything positive

"you can say about this evil person?"

I say, "Yes, one thing. He likes going to the theater."

NARRATOR: However, people wouldn't be lining up forSquid Lake.

George had nearly completed three prequels

for a total cost of nearly $350 million.

The ultimate prologue to one of the greatest stories ever told.

I do think one of the problems with the prequel trilogy

is it's really only one movie worth of story.

-What? -The only thing that's relevant

in Phantom Menaceis that Obi-Wan and Anakin meet.

-Pleased to meet you. -And the Emperor meets them.

We will watch your career with great interest.

And the only thing that's relevant in Attack of the Clones

is that Anakin and Padme fall in love.

-You love me? -The rest of it is filler.

I'm just a simple man trying to make my way in the universe.

[DRAMATIC MUSIC PLAYING]

Really?

NARRATOR: And really all the prequels

were leading to just one moment.

MORTON: How does Anakin become Darth Vader?

And that's told in the third film

-of the prequel trilogy. -You have done that yourself!

NARRATOR: And for the PG-rated movie,

what a story it is.

This is about somebody good collapsing

into something bad and the whole galaxy

going with him.

You know, the other ones are about

climbing out of that hole. About finding goodness.

Those are all inherently positive stories.

This is the one that was always gonna be dark.

We know how it ends.

[DRAMATIC MUSIC PLAYING]

NARRATOR: The entire prequels were leading up to one

-hotly anticipated moment. -You've changed.

ELSEY: The thing that I've never seen as a kid,

but I'd always envisioned

was how Vader becomes Vader.

NARRATOR: And for this George Lucas

simply could not fail.

And to make sure he got it right...

he went to extraordinary lengths.

[SUSPENSEFUL MUSIC PLAYING]

NARRATOR: Revenge of the Sith

was in some ways the revenge of George Lucas

toward his many doubters.

It finally delivered on the moment all fans

had been waiting for. A moment so important

that George Lucas...

asked his pal Stephen Spielberg for help.

Stephen Spielberg plays a role behind-the-scenes

as a kind of almost second unit director.

And Stephen Spielberg wanted to learn

how to use this new technology using the computer.

You underestimate my power!

The climax of Revenge of the Sith

is the light saber battle between Obi-Wan and Anakin.

NARRATOR: Lending his talents to this crucial scene...

Spielberg worked with Lucas to design a lot of the shots

and a lot of the way the whole thing was gonna go.

The choreography. He was an integral part

of designing that entire sequence.

NARRATOR: It was just like the good ole days.

That's what those guys always used to do

way back in the beginning.

They'd all help on each other's movies.

NARRATOR: In the safe hands of none other than

Stephen Spielberg, this exciting sequence

is one of the best in the prequels.

-[ANAKIN SCREAMS] -[LIGHTSABERS HUM]

[ANAKIN GROANS]

But, gee, it does get dark quick.

-[SCREAMING] -Or should we say, "PG?"

[ANAKIN CONTINUES SCREAMING]

A problem for the makeup artist Dave Elsey.

George says, "Oh, remember...

"a lot of kids are gonna see this.

"So this should be like a PG burn".

NARRATOR: That raised an obvious question.

"What's a... What's a PG burn?"

What does that mean? He's just fallen

in a pit of lava. How are we gonna do this?

And he goes...

"Yeah, you're right.

"Okay, you do whatever you were gonna do

"and it'll be a different rating then."

I was like, "Okay.

"They're gonna change the rating because of what I'm doing?"

NARRATOR: Well, that's how Revenge of the Sith became

the firstStar Wars film to receive a PG-13 rating.

People forget just how gory Star Warscan become.

[OVERLAPPING SCREAMS]

-[CHUCKLES] -NARRATOR: But for a scene

at the very center of everything that isStar Wars

-it was worth it. -ELSEY: It's something that

you need to see to understand

what's inside the Vader suit

and why Vader is actually quite tortured.

[DRAMATIC MUSIC PLAYING]

NARRATOR: The birth of Darth Vader had delivered

Star Wars back to its beginnings.

As the prequel trilogy finally dovetailed

with the original films.

I mean, that's the moment the door slammed shut.

NARRATOR: Well, when the movie opened May the 15th, 2005,

Revenge of the Sith grossed

$850 million worldwide.

It's... It's the film that I think holds up the best.

It's the one that makes the most sense.

It's the one that... it's the most dramatically sound

but you still do get the Vader, "No"

at the very end, unfortunately.

[SHOUTS] No!

NARRATOR: Regardless, there was nooo doubt

thatRevenge of the Sith was for both

new fans and old ones. Finally delivering

on elements of theStar Wars story that audiences

-had been waiting for. -[BABY COOS]

But asRevenge of the Sith graced screens

around the world, George Lucas had found himself

in an altogether different scenario

he had no more Star Wars to make.

[GENTLE MUSIC PLAYING]

As the dust settled, the world now had

sixStar Wars movies and one George Lucas

to thank for them.

With the original trilogy, George had moved

the entire entertainment industry forward

and with the prequels, well,[CHUCKLES]

he kind of did it again.

Lucas is a visionary.

He saw the future and made it happen.

Everything he did on the prequel trilogy,

in terms of its production, is now standard.

A lot of people talked about things for years

he actually put it all into practice.

Everything we do with this stuff now

started with George Lucas.

[DRAMATIC MUSIC SWELLS]

-[DRUM BANGS] -[MUSIC STOPS]

NARRATOR: After an incredible six movies

grossing a cumulative total of $4.3 billion

and counting, this young boy from Modesto

had looked up at the stars and dreamed.

But that's where the comparison to Luke Skywalker ends

because George Lucas didn't harness the Force,

George Lucasis the Force.

BENNETT: If you think about it,

if George had stopped with Return of the Jedi,

he would've just become an '80s cultural phenomenon,

but that's not who George Lucas is.

He is a businessman, he is a tortured director,

he's an ex-husband, a father, and a son

that had something to prove to his father

and he proved it.

NARRATOR: Having achieved what he set out to do...

POLLOCK: [ECHOES] Own your own business.

Don't work for other people.

NARRATOR: The question was, what next for George?

LUCAS: George always said to me,

I will never, ever sell my company.

I will never, ever put my company on the stock market.

I'm a success. I made all this money.

I will never, ever give up my company.

And guess what? [GIGGLES]

He sold it. [EXHALES]

[SOMBER MUSIC PLAYING]

That made me sad.

-NARRATOR: In October 2012... -[CHEERS AND APPLAUSE]

for the first time Star Wars would be in the hands

of another creative force.

Headline: "George Lucas sells Star Warsto Disney."

Why not? He's done his time.

He's put it in and that's a chunk of money.

I think I'd be tempted.

I think the $4.2 billion that George sold was low.

I think it was worth much more than that.

NARRATOR: It's hard to put a price on a cultural phenomenon.

The valueStar Wars has to us all is priceless

and the galaxy George Lucas created

continues to enrich our lives,

but George Lucas paid a high price

to revolutionize the film industry.

Divorce in California is a 50/50 divorce.

So we split that personal money

that we owned personally.

When it came to the business...

the company had to be appraised.

NARRATOR: According to Marcia, George signed a promissory note

promising to pay her for her share of LucasFilm.

And that's what George owed me.

And then my lawyer said to me, "You know, Marcia,

"you're making a really big mistake here

"because if you have this note and its unsecured,

"George could bankrupt the company tomorrow".

NARRATOR: Meaning Marcia's fate would be linked

to LucasFilm's future.

At that time George didn't need to pay Marcia anything.

The promissory note was for a percentage of LucasFilm

when he sold it which at the time

was 30 years away,

but it seems that was too long for George.

I never asked him to pay down the note,

but he wanted to. He wanted every...

He wanted me gone forever...

with no contact.

NARRATOR: Marcia says that George found the cash to pay her then

so he would never owe her anything in the future.

The common belief is that George had to sell

The Graphics Group to Steve Jobs in 1986

to pay for his divorce.

Graphics Group eventually became Pixar.

[BOINGS]

NARRATOR: But George didn't just want Marcia gone

from his life financially.

It looked like he wanted something else altogether.

This is painful.

[MUSIC PLAYING]

LUCAS: [ECHOES] We didn't just make it work,

we made something really, really, really special.

NARRATOR: After the divorce in 1983,

George Lucas completely severed all financial ties

with his ex-wife, but for Marcia,

there were heavier losses to come.

This is painful, but when I left George,

he was very unhappy.

He was very hurt.

And the way he dealt with my leaving him

was to decide that I never existed.

KAZANJIAN [ECHOES] She was an inspiration to George.

BENNETT: [ECHOES] She was with him every step of the way.

He erased me from history.

He went... As far as I know, my daughter wasn't even

supposed to mention my name in his house.

You know, he just was so... resentful

and so angry at me for leaving

and he just sort of...

that's the way he had to deal with it.

KAZANJIAN: [ECHOES] And Marcia was the shining,

bright light of LucasFilm.

LUCAS: They wrote a book called

The First 20 Years of LucasFilm.

I opened up the book and I looked at the index

and it said "Marcia Griffin Lucas one page.

"Marcia Griffin Lucas was an assistant editor

"I married in 1969."

KAZANJIAN: [ECHOES] And she was George's love of his life.

You don't think that hurts? You don't think that was...

a knife in my heart?

NARRATOR: George and Marcia's relationship

is a long, long way from where it all began.

-I love you. -I know.

Is he still in love with her?

I think deep down he is,

but if you talk to him and you watch his movements...

I hate to use this word,

but I think he... hates her.

MAN: Did you ever call him or e-mail him

or send him a letter ever

and just say, "What are you doing?"

Like, "I know you hate me, but..."

No I didn't because it... it's been how many years now?

Forty years?

And our daughter got married, you know?

We went to her wedding.

He never spoke to me at the wedding.

He didn't want to have anything to do...

with me ever.

[MUSIC PLAYING]

I don't think he's forgiven me...

leaving.

I don't think he ever will. [SNIFFLES]

I won't ever be able to say goodbye to him.

NARRATOR: With the tragic lost love

of these two extraordinary filmmakers...

Yeah, that's a sad thing.

That's the sad thing about divorce.

NARRATOR: The magic of the first three Star Wars movies

is fading into history,

but like the desert sands of Tatooine

things change with time.

Marcia did remarry soon after the divorce.

Then divorced again in 1993

and in 2013, George also remarried.

He has a new wife. I was at his wedding.

Uh, she's wonderful.

He has a whole new life.

NARRATOR: In the 45 years sinceStar Wars

for those who made the film and history,

much has changed.

I've called him many times

and I don't get a return phone call.

NARRATOR: But what they created all those years ago, well...

it hasn't changed.

Maclunkey!

NARRATOR: Well, it's changed a little,

but since that first opening crawl...

the impact this film has had on so many

in so many different ways

across multiple generations

is a testament

to these most extraordinary people.

Somebody were to ring and say,

"We're gonna make a Star Wars10, 11, 12."

"Ah... do I have to?"

[SOFT SWEEPING MUSIC]

But I am the Anthony Daniels who has, is,

and forever will be...

C-3PO. Human cyborg relations.

[MUSIC PLAYING]

NARRATOR: From the people who love the movies...

to the people who made them.

From in front of the camera...

to the people who actually built the camera.

The story of the first sixStar Wars films

is vast and complicated...

but at the heart of this epic franchise,

everyone can agree

lies the most important ingredient of them all...

that being an absolutely incredible,

compelling story.

HIRSCH: What's wonderful about Star Wars

is that when you watch the movie, you're not watching

a movie... you're watching "the movies"

because Star Warsincorporates all the genres.

The films that we've loved through our whole lives.

Western saloons. There's the Indians on the ridge

watching the stagecoach go by,

and the WWII fighter-pilot films,

and Robin Hood and fighting... sword fights in the castle,

and swinging across moats.

It's fresh, but it's familiar at the same time.

NARRATOR: George Lucas...

and Marcia Lucas made incredible movies.

Unlike anything the world has seen before

or since.

But what George Lucas has built is a staggering legacy.

He's building his museum now.

NARRATOR: And he's still building it.

He hasn't stopped building.

You know, he's always building.

[EXCITING MUSIC PLAYING]