How One 'Star Wars' Fan Rewrote The Prequels And Did It Better Than Lucas

On YouTube yesterday, a video went viral that bases its core concept on a "What if" question that most geeks have pondered for a decade.

What if "Star Wars: Episode II" was good, like really good?

This is the second time that Michael Barryte of Belated Media has asked such a question of the "Star Wars" fan community. His first "What if" took on the much-maligned "Episode I" and cast Barryte in the role of a story executive at 20th Century Fox when George Lucas was developing his prequels. Over the course of 12 minutes, Barryte tweaked, snipped, and rearranged moments from "Episode I," turning it into an Obi-Wan Kenobi-centric film with an older Anakin, no Jar Jar Binks to speak of, and a version of the beloved Darth Maul that doesn't die too soon.

Barryte's version of "The Phantom Menace," which emphasized character moments and development and thematic parallels to the original trilogy as opposed to clunky fan service, quickly became an internet sensation and even won over geek royalty like Patton Oswalt, who also happens to be one of Hollywood's most successful script doctors.

In the year and a half since Barryte's "Episode I" video, the demand for a follow-up has never been far from the thoughts of his comments. "After I put out 'Episode I,' basically every video from that point forward, the top comment would be 'When's "Episode II" coming out?' " Barryte told MTV News over the phone shortly after his new video dropped. "So there was a good amount of demand, and I was worried that the video wouldn't live up to the hype."

Despite his fears, the reimagined "Episode II" seems to have lived up to the hype and the expectations set by "Episode I." "WHAT IF STAR WARS EPISODE II WERE GOOD?" currently sits at 558,000 views with comments on the video mostly positive, but as we learned when speaking with Barryte, the second video offered a much greater challenge than his previous rewrite.

When reconceiving a prequel, Barryte starts with a rough set of guidelines and goals. This isn't pure fan fiction. The videos have to stay true to the premise that Barryte is a story exec making tweaks to the already existing screenplay. "Anything in between there can be shifted, but it's also a matter of really trying to keep as many elements intact as possible," Barryte explained. "Episode I" mostly required Barryte to focus specifically on Obi-Wan as the main character and keep Darth Maul alive to be a villain throughout the trilogy as opposed to a temporary nuisance for the Jedi. (Maul was Barryte's starting point.) In the end, the bones of "The Phantom Menace" are still there; they're just a lot prettier.

"Episode II" presented a different problem entirely. "The first thing that I realized was wrong was that we never care about Anakin," Barryte said. "That's a huge problem that needs to be remedied by him being friends with Obi-Wan." The forced friendship between master and apprentice is especially strained because to two spend so little time together, with Obi-Wan off trying to solve the mystery of the clone army and Anakin rolling around with Padme. To fix this, Barryte plants a completed clone army in the very beginning of the movie, thus rendering Obi-Wan's subplot obsolete.

"Oh, there's an entire movie that needs to happen," Barryte recalled thinking. "Because almost all of the movie revolves around just trying to figure out where the clones came from." With a large portion of the film cast aside, Barryte had to invent entire action sequences and introduce characters in different capacities -- including a beefed up role for Owen Lars, who becomes more of a combination of Han Solo and Chewbacca -- in order to stretch the remainder to feature length.

So much invention presented another, more technical problem. Barryte's usual "talking head in front of a green screen" style worked for "Episode I" because his tweaking still allowed for relevant clips to play behind him, but for his "Episode II," he couldn't throw to footage of Anakin fighting Darth Maul or Uncle Owen piloting a civilian ship because those things never happened. That's when he called in Jackie Whisler, a graphic artist, who contributed 260 story boards to illustrate the new "Attack of the Clones" story.

The result is a new look to "Episode II" that feels true to Barryte's vision of "Episode I" and reverent to the original trilogy. He even creates, more or less wholesale, an ending that's both melancholy and sadly beautiful, elevating the video above your run-of-the-mill fanboy alternate universe.

What Barryte ends up doing is reminding us of the promise of these films and how great they really could have been, and he's quick to dismiss the presumption that he hates the prequels. "I think there is the misconception that I'm making these videos specifically to be like, 'Screw this movie.' But that's not what it is at all," he said. "It's really because I'm a fan of 'Star Wars.' I would have loved these films to be a little bit better than they were, but there are still elements that are great in them."

And to the fans looking forward to "Episode III," Barryte says that he's already chipping away at "Revenge of the Sith" and is hoping to cut down on time between installments.

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