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What Star Wars Episodes II and III Should Have Been: Episode II

04:39 Fri 25 May 2007. Updated: 14:44 27 May 2007
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(I had this idea for a better plot immediately after seeing Episode III, but have been prompted to write it down by the Star Wars Blog-a-Thon that’s marking the 30th anniversary of the first film.)

I’m willing to cede Episode I to Lucas. After all, he wanted to make one “for the kids”, right? So sure. He can have Episode I. Including the pod race, the wacky-implausible Anakin fighter pilot scene, and Jar-Jar. Yes, even Jar-Jar. Despite much of the awfulness there, Lucas still did a good job of introducing/reintroducting characters who made for a compelling story.

But after that, he really went off the rails and destroyed what had been a gripping milieu. Beyond all the other things he did wrong, he screwed them up in two really major (and connected) ways: he copped out with Anakin and he failed to show an epic conflict.

When I was a kid, eagerly devouring everything Star Wars as soon as I could get my hands on it, I was fascinated by the Old Republic, and by what had happened to it. It was a mystery, but you had this sense that the answer was large, majestic, tragic, spanning many years and worlds—epic. Instead, Lucas gave us snippets from a half-assed war, followed by a bunch of Jedi getting shot in the back.

As for Anakin’s turn to the Dark Side, with his treatment of that Lucas eviscerated one of the greatest villains in cinematic and science fiction history, turning Darth Vader from a frightening, ruthless, ultimately conflicted, but still awe-inspiring figure into a whiny adolescent whose reign of terror over the universe now, with the information available, appears to have been driven by childish petulance and temper. How did Lucas manage to do this? By trying to avoid the Dark Side entirely, by trying to have it both ways, by trying to retain the idea that Anakin was really a “good person”—by concocting a ridiculous plotline that involved Anakin somehow turning to the Dark Side because of love. An unbelievable copout. The Dark Side of the Force is hardly about love, but rather about power. The Light Side might not be entirely about love, either, but it’s not about the pursuit of power. To fall believably, and (as importantly) to fall in such a way as to be the Darth Vader of the original trilogy, Anakin has to choose the Dark Side because of power.

The really sad thing is, Lucas sets up the pieces for delivering on all this in Episode I, even with all the rest of the crap. The characters are there, the milieu is there, plotlines are almost there.

So here’s how I think it should have been. I’m dividing it into two parts, each intended to be one movie. I’ll follow up with the final part tomorrow. It’s not that detailed, just an outline. But this is how they should have been.


At the start of the Episode II, much is as it was in Lucas’ version. Anakin is a talented but problematic pupil for Obi-Wan. Palpatine’s machinations are under way, and Dooku is building his robot army.

The assassination attempt on Padmé results in her being assigned Anakin as an escort, and in Obi-Wan journeying to Kamino, where he discovers the secret clone army before leaving for Geonosis. Anakin professes his love for Padmé, who is equally smitten with him, despite misgivings about his age, his politics, and their respective positions. Their burgeoning relationship is pushed off track by Anakin’s dreams about his mother, and they travel together to Tatooine only for them to discover that Shmi was kidnapped by Tuskens, all of whom Anakin slaughters.

Shortly thereafter, Obi-Wan discovers Dooku’s droid army, and before being captured relays what he has discoverd to Anakin to pass onto the Jedi Council. Realizing that the Council might not act in time, Anakin and Padmé decide to act themselves, and Padmé convinces Anakin that he won’t be able to help Obi-Wan on his own but must instead go to Kamino to pick up the Clone Army first. They do this, arriving on Kamino as Dooku is attempting to win Obi-Wan to his side. Obi-Wan plays for time, pretending to an interest in being on the winning side and expressing skepticism that Dooku has any hope of prevailing over the Republic.

On Kamino, using the information from Obi-Wan, Anakin and Padmé take delivery of the Clone Army and alert the Jedi Council that they are heading to Geonosis to rescue Obi-Wan. Dooku runs out of patience with Kenobi, and has him cast into an arena to provide entertainment while dying. In orbit, Anakin and Padmé plan a quick attack using the advantage of surprise and speed. When they arrive on the planet, Obi-Wan is fighting for his life, and the clones assault an incredulous Dooku’s robot army, throwing them into disarray. As they retreat, Dooku flees, and Yoda arrives, too late to stop the outbreak of the conflict as he had intended. He is angry with Anakin for acting without Council sanction, and warns Anakin not to pursue Dooku. But Obi-Wan is already ahead of Anakin in doing so, and Anakin goes after him. Yoda finds Padmé and sees that she has the area under control.

Dooku, Obi-Wan, and Anakin engage in lightsaber combat, with Dooku quickly knocking Obi-Wan out of the fight. One-on-one, he exploits Anakin’s overconfidence and cuts off his right arm shortly before Yoda arrives, but cannot handle Yoda in a lightsaber duel and distracts him by using the Force to topple a pillar on Anakin and Obi-Wan. Yoda counters this but cannot pursue Dooku at the same time, so Dooku escapes.

Yoda criticizes Anakin and Padmé for their actions, pointing out that it was illegal and rash for them to take command of the clones and attack Dooku without permission. Padmé is more affected by this than Anakin, who remains unrepentant despite his injury.

Senator Palpatine receives a report from Dooku, and assures him that these new developments will only aid their plans.

When they return to Coruscant, Yoda’s renewed attempt to demonstrate to Anakin the error of his ways are interrupted by Palpatine, who congratulates Anakin on his victory, tells him he has done tremendous work for peace and the Republic, and commends him for his obvious military talent. He repeatedly refers to Anakin as a “Jedi”, ignoring Yoda’s corrections that Anakin is an apprentice, and says that he will urge the Senate to both honor Anakin with a medal and consider him as an interim commander for this new force that he has discovered. He also congratulates Padmé on her safe return, but is clearly bestowing all of the glory on Anakin.

In the ensuing days of Anakin’s recovery, Palpatine is frequently present. Having been informed by his spies that a romance is likely between Padmé and Anakin, he ensures that the Senate’s offer of command includes duties that require Anakin to suspend his training with the Jedi. Anakin is torn, but realizes that this will allow him to spend time with Padmé without as much fear of discovery.

Palpatine uses the success on Geonosis as a propaganda vehicle, uses Anakin as a popular young hero, and pushes for increased militarization. Padmé finds her supporters dwindling as she opposes these measures, and she argues with Anakin about the side she is taking. She becomes increasingly suspicious of Palpatine, but Anakin regards him with admiration and gratitude. Palpatine makes clear that he wants Anakin to lead the war effort against Dooku’s forces, a task that Anakin eagerly takes on, becoming comfortable as a military leader and basking in the respect he receives.

Anakin begins to plan a campaign against Dooku, with Palpatine’s support. Palpatine is coldly curious to see whether Dooku or Anakin will prevail, and gives neither of them any information about the other’s plans. He informs Dooku that Dooku has a free hand, and Dooku responds by attacking outlying Republic outposts, in turn fueling fear and militaristic fervor on Coruscant. Anakin asks Padmé to marry him before his campaign begins, and they hold a secret wedding. In the meantime, both Palpatine and Dooku unveil large new military forces, clones and robots respectively.

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