Still from Star Wars: Episode I - The Phantom Menace (1999)
Film 4 of 9 · by Priya Nair

The Phantom Menace (1999): Cast, Plot and Ending Explained

Star Wars: Episode I: The Phantom Menace (1999) is a Star Wars film written and directed by George Lucas, first in story order and fourth in release order, released in the US on May 19, 1999. It runs 136 minutes and grossed $1.05 billion worldwide against a $115 million budget.

Image: TMDB
Star Wars: Episode I - The Phantom Menace (1999) theatrical poster
US release
May 19, 1999
Runtime
2h 16m
Rating
PG / PG / PG
Director
George Lucas
Budget
$115 million
Worldwide
$1.05 billion

Star Wars: Episode I - The Phantom Menace Trailer

Remastered Trailer

Star Wars starfighter trailer

The Phantom Menace Plot: What Is the Film About?

The Phantom Menace is about a Trade Federation blockade of the peaceful planet Naboo, which hides a plan run by the Sith Lord Darth Sidious. Jedi Qui-Gon Jinn and his apprentice Obi-Wan Kenobi are sent to settle the dispute, but they have to flee to the planet's surface. There they meet the Gungan outcast Jar Jar Binks, who guides them toward the capital. They rescue Queen Padmé Amidala and escape the blockade, then stop on the desert world Tatooine to repair their damaged ship.

In story order this is the first film of the saga, which is why it carries the Episode I label even though it reached theaters fourth.

The Phantom Menace Cast and Characters

Star Wars cast

Also starring Terence Stamp (Chancellor Valorum), Brian Blessed (Boss Nass (voice)), Andy Secombe (Watto (voice)).

Star Wars: Episode I - The Phantom Menace Stills

Release Dates

MarketDateSource
USMay 19, 1999confirmedboxofficemojo.com
UKJune 8, 1999reportedthemoviedb.org
AUJune 3, 1999reportedthe-numbers.com

Where to Watch Star Wars: Episode I - The Phantom Menace

MarketSubscriptionRent or buy
USDisney PlusAmazon Video, Apple TV Store, Google Play Movies, YouTube, Fandango At Home
UKDisney PlusApple TV Store, Rakuten TV, Amazon Video, Sky Store, YouTube
AUDisney PlusApple TV Store, Amazon Video, YouTube, Fetch TV

Streaming availability data from JustWatch, checked 2026-11-02.

Who Directed The Phantom Menace and Who Made It?

DirectorGeorge Lucas
WritersGeorge Lucas
ProducersRick McCallum
MusicJohn Williams
CinematographyDavid Tattersall

Box Office

Budget$115 million
Domestic (US and Canada)$488 million
International$559 million
Worldwide$1.05 billion

Star Wars box office for every film.

The Phantom Menace Soundtrack and Score

John Williams composed the score for The Phantom Menace, and its best known piece is Duel of the Fates.

The track list for every film is gathered on our Star Wars soundtrack page.

Star Wars, Episode I: The Phantom Menace album cover

Star Wars, Episode I: The Phantom Menace

Score album · Sony Classical · May 4, 1999 · 17 tracks

Cover art via Cover Art Archive

Full tracklist

  1. 1Star Wars Main Title / The Arrival at Naboo · John Williams2:55
  2. 2Duel of the Fates · John Williams4:14
  3. 3Anakin’s Theme · John Williams3:09
  4. 4Jar Jar’s Introduction / The Swim to Otoh Gunga · John Williams5:08
  5. 5The Sith Spacecraft / The Droid Battle · John Williams2:37
  6. 6The Trip to the Naboo Temple / The Audience With Boss Nass · John Williams4:07
  7. 7The Arrival at Tatooine / The Flag Parade · John Williams4:04
  8. 8He Is the Chosen One · John Williams3:53
  9. 9Anakin Defeats Sebulba · John Williams4:24
  10. 10Passage Through the Planet Core · John Williams4:40
  11. 11Watto’s Deal / Kids at Play · John Williams4:57
  12. 12Panaka and the Queen’s Protectors · John Williams3:24
  13. 13Queen Amidala / The Naboo Palace · John Williams4:52
  14. 14The Droid Invasion / The Appearance of Darth Maul · John Williams5:14
  15. 15Qui‐Gon’s Noble End · John Williams3:48
  16. 16The High Council Meeting / Qui‐Gon’s Funeral · John Williams3:09
  17. 17Augie’s Great Municipal Band / End Credits · John Williams9:38

Sources: musicbrainz.org, themoviedb.org

Star Wars soundtrack

Full Plot Summary of The Phantom MenaceSpoilers

The full plot of The Phantom Menace follows the Jedi from the Trade Federation blockade of Naboo, through Anakin Skywalker's podrace on Tatooine, to the Battle of Naboo and the death of Qui-Gon Jinn. The Trade Federation blockades Naboo while Darth Sidious secretly directs the scheme. Qui-Gon and Obi-Wan flee a Federation attack and land on Naboo, where Jar Jar Binks leads them to safety. They rescue Queen Padmé Amidala and run the blockade, but their ship is damaged and has to be fixed on Tatooine.

On Tatooine, Qui-Gon meets Anakin Skywalker, an enslaved boy with unusual gifts, and believes he may be the prophesied Chosen One. Qui-Gon bets on Anakin in a dangerous podrace, wins the parts the group needs, and secures the boy's freedom. They then leave for Coruscant, where the Senate stalls and Senator Palpatine rises as a likely new Chancellor. The Jedi Council hesitates to train Anakin because of his age and fear.

The Queen returns to Naboo and persuades the Gungans to join her against the Federation's droid army. The Sith apprentice Darth Maul hunts the heroes and fights the two Jedi in Theed. Anakin, hiding in a starfighter, accidentally destroys the Federation's droid control ship, which shuts down the army. Maul kills Qui-Gon, and Obi-Wan then defeats Maul. Palpatine is made Chancellor, and Obi-Wan honors Qui-Gon's dying wish by taking Anakin as his student.

Release Dates and Box Office

The Phantom Menace was released in US theaters on May 19, 1999, in Australia on June 3, 1999, and in the UK on June 8, 1999. The US date is confirmed, while the UK and Australian dates are reported from TMDB and The Numbers.

The Phantom Menace grossed $1.05 billion worldwide against a $115 million budget. That breaks down as about $488 million domestically and about $559 million internationally. For the wider picture, see our Star Wars box office page.

The Phantom Menace is rated PG in the US, UK and Australia and runs 136 minutes.

The Phantom Menace Ending ExplainedSpoilers

The Phantom Menace ends with Obi-Wan Kenobi defeating Darth Maul, Naboo being freed, Palpatine becoming Chancellor and Obi-Wan agreeing to train Anakin Skywalker. Qui-Gon dies of his wounds, the droid army is disabled, and the Federation is defeated. The film closes with a celebration on Naboo.

The finale runs on three fronts at once. The Gungans join Queen Amidala against the Federation's droid army, Anakin sits hidden in a starfighter, and Qui-Gon and Obi-Wan fight Darth Maul in Theed. The film cuts between them, and the front that settles the war is the least planned one: Anakin accidentally destroys the droid control ship, which shuts the whole army down. The Jedi duel decides who lives, but Anakin's blunder decides who wins.

The quiet beat around the duel matters most, because Palpatine becoming Chancellor sets up his rise to power. One reading (opinion) is that the real winner is Palpatine, since Sidious's hand never appears in the final celebration. The Federation's defeat removes a pawn, while the Senate stalling on Coruscant has already handed Palpatine the office he wanted.

The second thread is Obi-Wan agreeing to train Anakin. The Council had hesitated because of the boy's age and fear, so the choice rests on a promise to a dying master rather than on the Council's trust. Anakin's destruction of the droid control ship from inside a starfighter is an accident, not a planned act, and the film leaves open what he is. Whether he is the prophesied Chosen One is Qui-Gon's belief, not something the ending confirms.

There is production context behind that restraint. According to the Wikipedia entry on the film, Lucas began writing the prequel trilogy on November 1, 1994, under the working title The Beginning, and Anakin was first written as twelve years old before being reduced to nine. In my opinion, a nine-year-old at the center of the finale sharpens the Council's worry about age and fear, because the boy who saves Naboo is also the one they doubt.

A comparison with the rest of the saga explains the shape. This is the fourth film in release order, arriving after A New Hope, The Empire Strikes Back and Return of the Jedi, but the first in story order. Its ending therefore works as a setup rather than a closure: a celebration on Naboo, a new Chancellor and a new apprentice. You can follow both threads into Attack of the Clones and Revenge of the Sith.

The Phantom Menace Filming Locations

The Phantom Menace was filmed mainly at Leavesden Film Studios in England, which served as the main studio base. Three other locations carried specific parts of the story.

Cassiobury Park in Watford, England, stood in for the Naboo forest scenes. The Tunisian desert near Tozeur provided Mos Espa on Tatooine, the setting for Anakin's home and the podrace. The Royal Palace of Caserta in Italy supplied the interiors of the Theed palace.

The Phantom Menace Trivia

Principal photography on The Phantom Menace ran from June 26 to September 30, 1997.

  • The working title was The Beginning, and George Lucas began writing the prequel trilogy on November 1, 1994.
  • A sandstorm destroyed sets in the Tunisian desert after the third day of shooting there.
  • The Royal Palace of Caserta in Italy was used for four days after it closed to visitors.
  • Pickup shooting ran from August 1998 to February 1999, and the final sound mix was done in March 1999.
  • Anakin was first written as twelve years old, then reduced to nine.

To see where the film sits among the others, read our guide to Star Wars movies in order or the Star Wars timeline.

Facts

FAQs

Is Phantom Menace the first Star Wars?

No. The Phantom Menace is the first film in story order (Episode I) but the fourth released, after A New Hope, The Empire Strikes Back and Return of the Jedi.

Was The Phantom Menace a hit?

Yes. It grossed about $488 million domestically and about $559 million internationally, for $1.05 billion worldwide, against a $115 million budget (Box Office Mojo).

Why did people not like The Phantom Menace?

No audience or critic survey is cited for the film, so no single verdict applies, and it still grossed $1.05 billion worldwide. What follows is opinion, based on choices visible in the film. Anakin was written as twelve and reduced to nine, which puts a child at the center of the finale. Jar Jar Binks, played by Ahmed Best, is the comic guide who leads the Jedi to safety. Much of the middle runs on the Senate stalling on Coruscant and the Jedi Council hesitating over Anakin, rather than on action. Viewers who expected the pace of the earlier trilogy may have found those stretches slow.

How old was Keira Knightley in Phantom Menace?

No age can be given. Keira Knightley is not among the 15 billed cast members listed on TMDB for the film, and none of the cited sources states her age during production, so it is left out rather than guessed. For the Queen of Naboo, see Natalie Portman, who plays Padmé Amidala.

Why was it called The Phantom Menace?

The title refers to the hidden threat behind the crisis: Darth Sidious, a Sith Lord, secretly directs the Trade Federation blockade of Naboo.

Where can I stream The Phantom Menace?

The Phantom Menace streams on Disney Plus in the US, UK and Australia. In the US it can also be rented or bought on Amazon Video, Apple TV, Google Play, YouTube and Fandango At Home (JustWatch via TMDB, checked 2026-11-02).