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— If you’re old enough to have seen the first STAR WARS open in 1977, you likely were jolted a bit 22 years later when it suddenly turned into the series’ fourth episode.

That renumbering came when George Lucas answered fans’ calls for more STAR WARS movies. Instead of making sequels, he gave them a prequel trilogy — starting with STAR WARS: EPISODE I – THE PHANTOM MENACE, which opened May 19, 1999 via 20th Century-Fox and had a 25th anniversary reissue May 3, 2024.

Written & directed by Lucas, MENACE’s story precedes the original trilogy by 32 years. Lucas realized while writing STAR WARS that he had far more story material than could fit into one movie. After his first episode became a global boxoffice phenomenon with $775.4M in ticket sales, Lucas moved forward with two sequels that he didn’t want to direct, himself.

THE EMPIRE STRIKES BACK (1980), directed by Irvin Kirschner & written by Leigh Brackett and Lawrence Kasdan, earned $538.4M globally. RETURN OF THE JEDI (1983), directed by Richard Marquand & written by Lawrence Kasdan and Lucas, did $475.1M globally.

For the next 22 years, that was the entire STAR WARS movie universe. By the 1990s, advances in computer generated imagery (CGI) caught Lucas’s attention because now visual effects were possible that had been impossible for the earlier episodes.

It also helped that Lucas could now spend whatever it took to achieve his vision on screen. His first three episodes’ budgets reportedly were $11M, $18M and $32.5M while reports put MENACE’s budget at $115M.

News of the prequels surfaced in October 1993 as Lucas was writing MENACE. Years earlier he’d developed enough backstories to make prequels work, which accelerated his writing. Lucas hadn’t wanted to write or direct the prequels, but he wasn’t able to bring others on board.

He asked Kasdan to return to write MENACE, but Kasdan said Lucas, himself, should now resume full creative control of his STAR WARS films. Lucas reportedly also failed to get Frank Darabont (THE SHAWSHANK REDEMPTION) to write the screenplay or to hire Carrie Fisher as the project’s script doctor.

Lucas also went after top directors, including Ron Howard, who recalled in November 2015 that he, Robert Zemeckis & Steven Spielberg were all offered to direct MENACE. They all, however, told Lucas he should do it, himself.

Fortunately for Lucas, he took their good advice. MENACE grossed $1.03B worldwide. STAR WARS: EPISODE II – ATTACK OF THE CLONES (2002), which Lucas directed & co-wrote (with Jonathan Hales), took in $653.8M globally. STAR WARS: EPISODE III – REVENGE OF THE SITH (2005), which Lucas directed & wrote, did better with $868.4M worldwide. SITH’s  recent 20th Anniversary reissue (4/25/25) saw it open #2 in the marketplace to an over-performing $25.2M.