49 Things The 'Star Wars' Prequels Did Absolutely Right

This is where the fun begins.

As any good "Star Wars" fan knows, May the 4th marks Star Wars Day, aka "May the 4th Be with You" -- a day to commemorate all things "Star Wars." However, this year's celebration is extra special, since this month also marks the 10th anniversary of "Star Wars: Episode III - Revenge of the Sith" and, by extension, the "Star Wars" Prequel Trilogy (or "PT").

But, look, we get it -- "Episodes I," "II" and "III" aren't exactly the most adored "Star Wars" movies out there. (Red Letter Media's Mr. Plinkett had the final word on that subject.) But they definitely influenced the universe in major ways, more than you might think.

So, in honor of May the 4th and the 10th anniversary, we're taking a look at 50 things the less-beloved trilogy did absolutely right, from double-bladed lightsabers to Yoda's oh-so many amazing moments...

Jedi Order


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Obviously there were Jedi in the Original Trilogy (or "OT") -- Luke Skywalker, Obi-Wan Kenobi, Master Yoda -- but we only ever got one line about the Golden Age of the Jedi: "For over a thousand generations the Jedi Knights were the guardians of peace and justice in the Old Republic." It wasn't until the Prequels that we learned what the Jedi Order actually was: Masters and Padawans, the Jedi Council, the Trials, the Jedi Code -- all these things were introduced in "Episode I," and they laid the groundwork for countless Jedi stories after that.



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Some people forget that the word "Sith" wasn't even mentioned in the OT nor was the infamous Rule of Two. In terms of Sith lore, the Prequels opened up the past, present and future of the Dark Side, starting with Darth Sidious, whose brilliant plan to mastermind the Clone Wars eventually led to his domination of the galaxy (at least for a time).

Obi-Wan Kenobi


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Say what you will about the rest of the cast, but Ewan McGregor was born to play Obi-Wan Kenobi, deftly combining his own youthful charm with the sage-like wisdom of Sir Alec Guinness (the original Obi-Wan). While characters like Anakin and Padmé didn't always have the most compelling stories, McGregor's Obi-Wan was constantly going off on swashbuckling adventures -- the kind we always imagined Luke's old mentor might get up to in his day.

Qui-Gon Jinn


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The question of whether Liam Neeson's "Star Wars" character was necessary is up for debate, but there's no denying the sheer awesomeness of Qui-Gon Jinn -- a rogue-like Jedi Master who "would be on the Council" if he wasn't always giving them the middle finger. But despite his gray morals, Qui-Gon was ultimately wiser than the Jedi knew; his grasp of the Living Force was unparalleled and brought him to a very important discovery... but more on that later.

Obi-Wan and Qui-Gon Wrecking Shop


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One thing the Prequels nailed right away was Jedi combat. We'd seen Darth Vader and Luke fight with lightsabers in the past, but never quite like Obi-Wan and Qui-Gon at the start of "Episode I." There was a deadly precision to their movements -- fast and flourishing -- and they set a new gold standard for Jedi swordsmanship. From the duo's very first skirmish with battle droids, it was a new day for lightsaber wielders everywhere.

Shooting on Film (Episode I)


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While this doesn't apply to "Episodes II" and "III" -- which were actually some of the first movies to be shot digitally -- "Episode I" was able to retain the OT's grainy, analog look, mostly thanks to being shot on film. Even in scenes where everything was fabricated -- like the Battle of Naboo, for instance -- there was a "lived-in" quality to "Episode I" that was lost in the latter two installments (although it didn't help that those films leaned even more heavily on CGI).

"There's always a bigger fish."


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Basically Qui-Gon's version of "Never the tell me the odds!" -- only, you know... with fish and stuff.

R2-D2's Debut


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Many fans have bemoaned the oh-so dubious origins of C-3PO, that Anakin was the literal "Maker" Threepio was constantly thanking. But with R2-D2, the Prequels knocked it out of the park. Instead of showing Artoo coming off a droid assembly line (or something) he popped up out of nowhere in "Episode I" to save Queen Amidala's ship from being destroyed. Thus, the little guy's creation remained a mystery -- just the way we like it!



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Speaking of ships, the Prequels had some of the best vehicle designs ever. Not to shortchange the OT's spaceships, but vessels like the N-1 Starfighter, the Naboo Royal Starship and the Delta-7 Interceptor were all key in shaping the aesthetic of the Prequels -- and for the better.



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Most fans would probably agree that the Podrace in "Episode I" is one of the best-looking sequences in all of the Prequels. At the time, it pushed modern visual effects to their limits, and proved just how formidable ILM was with CGI integration. That's not to mention the scene's impeccable sound mix, which still makes a great test subject for your home theater sound system.



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Sebulba may have been one of the only PT characters to necessitate CGI, but that didn't stop him from being totally sick. As first rivals go, he was a perfect foil for the young Anakin Skywalker. We only shudder to think what Vader would have done to him in a rematch.

Aurra Sing


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Aurra Sing is unique in that she was specifically created to be the next Boba Fett. (The character was even deemed "Babe Fett" in early concept art.) As one of the Prequels' many blink-and-you'll-miss-her characters, Aurra's inherent mystery is almost as intriguing as her alluring design. Luckily, we got to see plenty more of her in the Expanded Universe, where we learned about her career as a Jedi hunter. Much like Boba, her reputation now precedes her.

The Chosen One Prophecy


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One of the more interesting aspects of the Prequels was the Prophecy of the Chosen One, which foretold of a Jedi -- presumably Anakin Skywalker -- who would one day bring balance to the Force.

Most fans thought the prophecy was in reference to the Battle of Endor, when, having been redeemed from the Dark Side, Vader killed the Emperor. Another theory suggests that Anakin, as Vader, had already accomplished this years earlier after the Jedi Purge, when all that remained were two Sith (Vader and the Emperor) and two Jedi (Obi-Wan and Yoda) -- thus, a "balance" had been struck. Still others thought the prophecy was talking about Luke.

Technically there is no "wrong" answer, and even characters within the movies disagreed on the prophecy's meaning. But that's part of what made it so compelling. Even now -- especially with "The Force Awakens" coming up -- that meaning could easily change again.

Yoda's Dark Side Speech


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"Fear is the path to the Dark Side. Fear leads to anger, anger leads to hate, hate... leads to suffering." Truer words have never been spoken, Master Yoda.

The Senate Chamber


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What's the least interesting thing in existence? If you said "taxation of trade routes to outlying star systems," you'd probably be right. Unfortunately, that was the entire plot of "Episode I" -- although it wasn't a total bust. The "Vote of No Confidence" scene on Coruscant gave us one of the most visually striking "Star Wars" sets ever: the Senate Chamber.

In addition to its clever layout, the chamber also offered our first glimpse at how massive the "Star Wars" universe is, encompassing thousands of species and worlds. It was also pivotal in the final showdown between Yoda and Palpatine in "Episode III," which made up for its snoozy debut in "The Phantom Menance."



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Ships and locations aside, the Prequels also had fantastical costumes, from Queen Amidala's many (many) royal dresses to the Jedi's customary robes. Even little tweaks to the Clone Troopers' armor and Anakin's ever-darkening outfits offered clues to future events over the course of the series.

Darth Maul


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Coming off the OT, "Episode I" had a lot to live up to, but perhaps the most daunting task was coming up with a villain even half as baller as Darth Vader -- because, let's face it, there's no topping the most beloved cinematic villain of all time.

However, "Episode I" came very, very close with Darth Maul, who ended up becoming a fan-favorite in his own right -- even amidst the "Episode I" backlash. Much like Vader, Maul was a dude who didn't really have a backstory, at least not at first. All we knew was he looked rad as hell and scared the s**t out of 10-year-olds, which was pretty much all you could want from him. His action figure was also impossible to find at Toys "R" Us, which was a good indicator of his popularity.

Double-Bladed Lightsaber



The double-bladed lightsaber kind of goes hand in hand with Maul, but the weapon itself inspired Lucasfilm to create even more ridiculous and impractical lightsabers, like Count Dooku's curved hilt in "Episode II" and Kylo Ren's crossguard saber in "Episode VII." Still, none of those compared to the first time we laid eyes on Darth Maul's double-bladed lightsaber, which is why it gets its own mention.

Duel of the Fates


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"Episode I's" Duel of the Fates may very well be the greatest duel in cinematic history. Not only did it redefine lightsaber battles in general, but it also delivered one of the film's most emotionally resonant moments, as Obi-Wan watched his Master die at the hands of Darth Maul. Plus, who could forget John Williams' unforgettable "Duel of the Fates" track, which is probably stuck in your head right abooouut.... now.

Celebration at Theed


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Another great thing about the Prequels is how they often mirrored aspects of the Original Trilogy. The Celebration at Theed in "Episode I" is a great example of that, echoing the medal ceremony at the end of "A New Hope." It also ended the film on a rousing note, while hinting at the futures of characters like Anakin, Obi-Wan and Palpatine.

Bail Organa


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Bail Organa's screen time in the Prequels was short but ultimately crucial. While used sparingly in "Attack of the Clones," the character played a much larger role in "Revenge of the Sith," and eventually adopted Leia Skywalker. This also set up the events of "A New Hope," in which Leia reached out to Obi-Wan on her father's behalf.

(The Idea of) Jango Fett


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If we're being honest, Jango Fett was more of a fun idea than a good one, but he definitely had his moments in "Episode II." As the father of Boba Fett, Jango had all the trademark swag his son would eventually inherit: the Mandalore armor, the jetpack, the poncho -- not to mention the most gangster ship of all, Slave I. He even had his own custom-made twin pistols.

But, okay -- was Jango's role in "Episode II" a little contrived? Sure. Did he sully the legacy and mysteriousness of Boba Fett? Eh, debatable. But was it worth it to see Jango go up against Obi-Wan Kenobi, and live to tell the tale -- albeit briefly? This writer definitely thinks so. (And let's not pretend Jango didn't get the same punk death his son did in "Return of the Jedi.")

Zam Wesell Chase


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The Zam Wesell chase was a pretty cool scene by itself, but it was also one of the few times we got to see Obi-Wan and Anakin working together. When you think about it, the two Jedi spent most of the Prequels on separate missions, but here we got to see their dynamic in full force (no pun intended).

Slave I Chase


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The Slave I chase is another good example of the Prequels paying tribute to the OT -- in this case, the asteroid field chase in "The Empire Strikes Back." But instead of the Millennium Falcon, we found Obi-Wan in his Jedi Starfighter being hunted down by Jango Fett -- and Obi-Wan besting his opponent with sheer freaking wit. (Cool!)

Lars Homestead


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As one of the few completely practical locations in the Prequels, the Lars Homestead from "A New Hope" was flawlessly recreated in "Attack of the Clones," offering a brief diversion from the film's otherwise plasticky, sterile CG sets.

John Williams' Score


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If there was one thing the Prequels always delivered on, it was John Williams' fantastic soundtrack. Between "Duel of the Fates," "Love Across the Stars" and "Battle of the Heroes," the Prequels actually gave the Originals a run for their money in terms of the music -- and that's saying something.

Padmé's Aggressive Negotiations


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When she wasn't busy ruling over Naboo and avoiding assassination attempts, Padmé was a pretty scrappy fighter. Much like her daughter in the OT, the Senator could hold her own in battle -- particularly on Geonosis, when she proved to Anakin that hokey religions and ancient weapons are no match for a good blaster at your side.

Obi-Wan vs. the Acklay


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Transporting an Acklay from Vendaxa to Geonosis: 10,000 Republic Credits. Crafting a Geonosian spear: 100 Republic Credits. The look on Obi-Wan's face when said Acklay snaps the spear in half? Priceless.

"This party's over."



Mace Windu's best line in the Prequels, bar none, and quite possibly the best line in the Prequels, period. (Come at me, Bro-ba.)

Yoda's Clint Eastwood Moment


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Whether Yoda should have used a lightsaber at all is another question altogether, but in 2002 it was hard not to geek out while watching Yoda pull back his cloak and ignite a lightsaber for the first time. Seriously, just look at that game face.

Battle of Geonosis


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Okay, enough beating around the bush. The Battle of Geonosis is, pretty much, the reason to go back and watch "Episode II." Just the sight of 200 Jedi Knights all showing up at once is enough to wanna pop in the Blu-ray again.



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In the Prequels' case, "worldbuilding" was two fold. In addition to broadening the "Star Wars" mythology, they also brought in a supercluster's worth of new planets, including Coruscant, Naboo, Kamino, Geonosis, Utapau, Mustafar, Kashyyyk and plenty of others in "Episode III." In fact, prior to "The Phantom Menace," all we had was Tatooine, Hoth, Degobah, Bespin, Endor... and that's pretty much it. Thanks to the Prequels -- and especially the Clone Wars -- the "Star Wars" universe expanded exponentially.

Which reminds us...

The Clone Wars


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The mere fact that the Prequels begat "Star Wars: The Clone Wars" is another great reason to adore them. With six meaty seasons bridging the gap between "Episodes II" and "III," Lucasfilm's seminal animated series added incredible depth to both the main characters and the "Star Wars" universe at large. If you haven't already watched the show, do yourself a favor and check out a few of the later arcs, from Season 3 onward. They're essential (and free to watch on Netflix).

Anakin Slaying Count Dooku


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Another great callback to the Original Trilogy. At the start of "Episode III," Anakin found himself at a crossroads as Palpatine urged him to kill the nefarious Count Dooku. That happened to be the exact same decision Luke was faced with in "Return of the Jedi," when the Emperor told him to strike down Vader. The difference is, Anakin actually went through with it, while Luke spared his father.

This was a formative scene for Anakin, and it perfectly highlighted the differences between him and his son at similar times in their lives. It's a beautifully executed moment in "Episode III," one that signifies Anakin's fall to the Dark Side more than any other in the movie.

Darth Plagueis the Wise


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The Legend of Darth Plagueis was later fleshed out in book form (now erased from canon, alas), but in "Episode III" the story was eerily retold by Palpatine to Anakin, and notably hinted at the Chosen One's immaculate conception. It's a subtler, quieter scene, but it nevertheless stood out for its sinister implications.

"Hello there."


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Another definitive callback to the OT -- Obi-Wan's first line in "A New Hope" -- perfectly re-delivered by McGregor in "Episode III."

Obi-Wan Using a Blaster


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"So uncivilized."

"Are you threatening me, Master Jedi?"


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Granted, this could have been the best sequence in "Episode III," as Palpatine fought four Jedi Masters at once. Unfortunately, the actual scene was a bit of a letdown, with no one but Mace Windu putting up a fight. Still -- at least in the "Episode III" trailer -- Palpatine's opening line sends chills down our spines to this day.

Order 66


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After the release of "Episode II," fans would often wonder, "Just how is Palpatine going to get all those Clone Troopers on his side?" The answer, sadly, became all too real in a heartbreaking montage of all our favorite Jedi being wiped out by the Clones, who had been set off by "Order 66." Worst of all, none of the Jedi saw it coming -- that is, except for one...

Yoda Knowing What's Up


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Anakin's Rage Face


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If there was one thing going for Hayden Christensen as Anakin, it was his incredible facial expressions -- particularly the rage face; kind of the "Blue Steel" to his Derek Zoolander. Maybe if James Earl Jones had done Christensen's voiceover, we would have had a truly terrifying Anakin Skywalker.

Tantive IV


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Another practically-built set, recreated panel-for-panel to match the original Tantive IV in "A New Hope." For "Revenge of the Sith," this was about as classic as it got.

Old-School Wipe Transitions


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Along with the opening crawl, "Star Wars" wouldn't be "Star Wars" without its distinctive wipe transitions. Luckily, Lucas had the good sense to carry on both traditions in the Prequels, despite modern trends, and continue to pay homage to Flash Gordon serials.

"So this is how Liberty dies... with thunderous applause."


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One of Padmé's last great lines in the PT (because, let's face it, her final scene with Anakin wasn't all that).



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What better place for a last stand than a lava planet? For oldie "Star Wars" fans, the duel at Mustafar had been a long time coming. It was teased as early as "Return of the Jedi," when Lucas had toyed with the idea of having Vader and Luke's final battle take place there. Ultimately though it was saved for Anakin and Obi-Wan's fight in "Revenge of the Sith," over 20 years later. Suffice to say, the look and feel of Mustafar did not disappoint.

Did We Mention Yoda?


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Just making sure.

Qui-Gon's Force Ghost Training


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Ever wonder why some Jedi turned into Force Ghosts and others didn't? Well, it turns out that Qui-Gon was the first person to "become more powerful than you could possibly imagine." This was first alluded to in "Revenge of the Sith," when Yoda told Obi-Wan that Gui-Gon had learned the path to immortality. Again, the idea would be further explored in "Star Wars: The Clone Wars." (Seriously, go watch it!)

Final Scene


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The final sequence in "Revenge of the Sith" was probably the most straightforward in setting up "A New Hope," as Obi-Wan arrived on Tatooine to deliver baby Luke to his aunt and uncle. It even ended on a wide shot of the Twin Suns -- almost the exact same view Luke saw before meeting Obi-Wan for the first time -- only instead of a sunset, it was a sunrise, signifying the "new hope" that was Luke Skywalker.

Jar Jar Binks


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Just kidding. Some things are indefensible.

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