Directed by:
George Lucas

Starring:
Ewan McGregor as Obi-Wan Kenobi
Natalie Portman as Senator Padmé Amidala
Hayden Christensen as Anakin Skywalker
Ian McDiarmid as Supreme Chancellor Palpatine/Darth Sidious
Samuel L. Jackson as Mace Windu
Pernilla August as Shmi Skywalker
Jack Thompson as Cliegg Lars
Christopher Lee as Count Dooku/Darth Tyranus
Anthony Daniels as C-3PO/ Lt. Dannl Faytonni
Frank Oz as Yoda

• At the beginning there is an explosion at the ramp of Amidala's ship. After everyone is blown to the ground, one of the fallen male guards is looking around as if he's bored. (Theatre) - Sam

• Near the start of the Movie just before Obi-Wan and Anakin are in the lift going up to see Padmé. There is a outside view of the building with traffic going by. To the right of the Tower there is a line of traffic going towarw the top of the screen but there shadows are going the opposite way. - Bob

• There are 2 flaws with Padmé's hair. Once in the beginning after the explosion, she takes her helmet off and all of he hair is over her right sholder but in the next following shots some of it is over he right shoulder. The second flaw is with her in the battle sequence. She is with Anakin in the turned over chariot thing and talk about agressive negotiations, there are two shots of her from different angles, one she is all dirty with messed up hair and the other she is neat and tidy. (Theatre) - Jake

• The scene where Padmé recovers from her fall to the sand dunes is almost completely computer generated (except for Padmé of course). (a) Watch the Clone Trooper's feet make impressions in the sand as he runs, the sand depresses and shifts a couple of frame late, well after the full weight of his foot should have pushed it aside. (b) Watch Padmé's feet as she rises. Her left foot looks like she's rising from a trampoline, because it springs or bounces off something squishy. My guess is they shot the scene on green screen material draped over something like an acrobat's tumbling pads, and the sand dune was computer-added later on. (c) Finally, watch as Padmé and the trooper run off camera. Padmé's "run" is goofy looking, like she's either running on something other than sand. I doubt the actress would look like that running on the real thing. (Theatre Version (digital)) - kirkhere

• When Obi-Wan is attempting to capture Jango-Fett on the water planet, he comes out onto the landing pad to see Jango-Fett loading crates onto his ship, Slave 1. These crates are located in front of the entrance door to Slave 1. Jango sees Obi-Wan coming out and stops bringing the remaining 2 crates onto his ship and a battle ensues. Boba Fett sees this and attempts to help his father. The camera angle shows Boba flying Slave 1 into position to fire at Obi-Won. It also shows that the 2 crates are NO LONGER by the entrance way onto Slave 1. (Theatre) - sXe Punkur

• (Spoiler) When Anakin returns to Tatooine in Attack of the Clones, in the firth couple of scenes, you see the same type of landspeeder that was in A New Hope. In A New Hope, Luke complains since that speeder came out no one will pay a good price for his speeder. If he clearly implies that since it came out, then he was probaly alive, right? So how could it have been in Attack of the clones, which took place over 25 years+ earlier. - joe

• In the colliseum battle scene between the Jedi and the androids, there is an overhead shot of the Jedi surrounded by droids. We see lots of destroyed droids in the shot, but no dead/wounded Jedi. In the shots previous to and following the overhead shot we can see numerous dead or wounded Jedi. D'Oh! (Theatre) - Gman1234

• I'm sure Padme presses the same button to re-transmit the message, AND display a galactic map. - cbb

• When Anakin is dodging robots at the production line in the droid factory, his cloak kind of touches the lightsaber blade and nothing happens, he even moves his shoulder to release it. I think the cloak should have been burned by this, or a little smoke would have been nice. - Stinger

• In the first scene that has Anakin and Padmé looking out at the lake (where Padmé grew up) and they kiss for the first time, keep your eyes on the bottom left of the screen. There you will find a Coca Cola can on the ground. A galaxy far, far away still has Coca Cola? But it could be hidden advertisement but I don't know. I guess if its standing up then it is. If it lying down, then it isn't. I can't remember if it's standing lying. - stevo

• In the scene when Padmé and Anakin are eating on board the ships, there is an edition error. When Padmé (camera behinds her) moves his head down, next she is in front of the camera and makes exactly the same movement with his head. It looks weird but I first assumed that she just moved his head again, but is not, is the same shot and at edition room they put it together with wrong timing, shot 2 a few frames before shot 1 was finished. (Theatre) - Renzo

• Ok, here you are. In the scene where all the Jedi are talking to Palpatine, just after landing pad explosion at the beginning of the movie. The ships in the background repeat themselves through the entire series of shots. Very cheap George. Maybe next time I could give you a hand with my 3D Studio. Also, anyone see the two Corellian YT1300's (falcon?) when the lovely couple land on Naboo? (left hand side of screen, near the bottom). (Theatre) - Dani Cook

• (Revealing mistakes) In Episode 2 when Anakin and Padmé land in a smoke stack in the droid factory they exit the ship and after the door opens Anakin ducks too late and would of hit his head on the door if if wasn't computer generated. - Nate Dogg

Debated Goofs

Before Anakin goes to rescue his mother he and Padmé hug and there shadow is on the wall then when the show the real Anakin and Padmé there shadow is in the corner of the wall. (Theatre) - Cerasi Addition: In reference to the shadow cast by Padmé' and Anakin on the wall, if one looks carefully at Anakin's shadow, his head is shaped like Vader's Helmet. - BonV Correction: You have got the wrong film dude and if I remember correctly it is only in the poster as advertised. - Jake Correction: NO Dude! I have seen this movie enough times look carefully at the part where he is hugging Padmé before he leaves to find his mother. The shadow of his head and hair resemble Vader's Helmet. (Theatre) - BonV Comment: Cerasi is right. There is definitely a shadow cast that resembles the 'Vader' effect on the Phantom Menace movie poster. However, whether this is intentional imagery or just an accident of light and shadow play is debatable. - rick Comment: BonV is right in a sense. He is not talking about the picture to our right. He is talking about Attack of the Clones. It is debatable, but he has a point. Check it out. - elvega

Star Wars Buy This Photo Card At AllPosters.com

Addition: It is obvious that Anakin's shadow and silhouette (against the setting sun) resembles his future body as Vader. Look at Anakin's silhouette when he is talking to one of the Javas. His hair looks like the Vader helmet and his robe Vader's cape. It must be intentional - it's noticeable especially after Anakin's anger is released - he is starting to turn into Vader. Comment: Just wanted to tell you that I've watch the movie several times, both on cinema and at home =). And now I'm sure. If you look close at the scene right after where Anakin has eaten his meal on Tatoine, you can see his shadow on the wall when he is standing outside. You can clearly see his shadow on the wall, and then suddenly his shadow changes, just a slight change, but enough to make it Vader's instead. I watched it several times very closely and now I am very positive on this point. The shadow is probably changed by computers. (Theatre) - CyraX

Commented Goofs

• After Jango Fett and Obi-Wan are done fighting an the landing platform, Jango hits his head on the closing door of his ship. ( if u listen u can hear a thunk! ) - (Theatre) - Cerasi
  • Comment: Jango Fett hitting his head on the closing doors is clearly deliberate. Why? Well, all the storm troopers are clones of him, and we've already seen that they have a tendency to hit their head on doors (see 'A New Hope'). - Astaroth
    • Addition: Hey, I put that blooper in too (the stormtrooper hitting his head in A New Hope) I guess I have a tendancy for catching people hiting their heads!! Hee Hee!! - Cerasi

• It is soooo obvious that Padmé's fruit that Anikin picks up with the force is not real. Anakin's fork goes to far in to it when he cuts it and it disappears to soon before Padmé bits it. (Theatre) - Cerasi
  • Addition: a) If you look, the piece Anakin cuts splits the fruit into nearly equal-sized halves, yet the piece that floats to Padmé is a thin slice. (b) The "bite" Padmé takes almost jumps into her mouth. It's a frame or two too fast, like it was ahead of her biting motion and note quite right. (c) When the shot returns to Anakin, the remaining piece of fruit does not match what should be there, considering what he cut and what he "forced" across the table. (Theatre Version (digital)) - kirkhere
    • Comment: You are almost right about the fruit. He does cut a bigger piece of fruit than he "forces" and she "eats" however when he is put in shot for the last time the piece of fruit there has the same sized end missing to which Padmé "ate". - Jake

• Watto says to Anakin"What do you want" but it's not the same as when he says it to Qui-Gon in Ep.1. He says different tatooineish words. (Theatre) - Cerasi
  • Comment: This could be explained by the possibility of two different forms of communication. Qui-gon came in as a customer, was older -- possibly a respectful query? Anakin, whoever is young, with a young lady, not exactly the sort to come in to buy things. Watto more likely had experience with "young punks" (what shopkeeper hasn't?) and thus addressed him as elder to younger with little respect. This is seen in many languages, including Spanish. Maybe goof, but also explainable. - Sinistral

• You know when Ani gave Padmé that necklace in Ep 1, well shouldn't she have it or at least they should put it somewhere in the movie. Or did they and I didn't see it. (Theatre) - Cerasi
  • Comment: In Episode 1 after Anakin gives Padmé the necklace, she says she does not need it to remember him by, therefore why should it be needed. - Jake
    • Comment: So, are you saying that because Padmé didn't need it to remember him by, she just threw it away?? - Cerasi
      • The necklace is probably in her drawer or somewhere in store.

Corrected Goofs

• When Anakin visits his "stepfather" on Tatooine, it has only been 10 years since he left his mother. 10 years to be sold by Watto, marry and have two children, one of which has facial hair? - (Theatre) - PlasticMind
  • Correction: He would have had a different mother so by Anakin's mother being married they would be legally brothers. - darth_vader
  • Correction: If you listen to what the son says, he states that he is the mans son, and this is his girlfriend..error with saying 2 children. Secondly he says "so I suppose that makes me your stepbrother, meaning that Anakin's mother is not his mother. Therefore he is a son from his fathers previous wife. - Alex
  • Correction: The facial hair clad young man is Ani's stepbrother, not a half-brother as he would then have to be Shmi's son by birth. Owen Larrs was already born and growing when Shmi was sold to the elder Larrs. Also the other female with Owen was his girlfriend/wife to be, Beru, who will be noted as the Aunt and Uncle who raise Luke in New Hope. Hope this clears it up and yes it is stated in the film. - RogueGirl

• In the final battle of the movie, just before the lightsaber showdown, the princess and a trooper are thrown from the speeder into a sand dune while Anakin and Kenobi stay on and proceed to the hangar. A later scene shows the stormtrooper running up to her and asking her if she is ok. She replies, "We've got to get to the hangar!" She was knocked unconscious with the fall; how did she know they went to the hangar? (Theatre) - PlasticMind
  • Correction: Obviously Dooku was headed to his own ship, which would be kept in a hangar. You didn't think he was going to escape the planet on a tiny little speeder bike did you? So, they were headed to Dooku's hanger before she fell out of the ship, and she knew that.- Sam
  • Correction: We see our heroes following Dooku, then Padmé is thrown out of the transport onto the ground - but it is entirely possible that they had already identified where Dooku was headed BEFORE she was knocked out. - DJ Mike
  • Correction: It could be possible that while Anakin was struck by Count Dooku's Force Lightning, he went into sub-consciousness or sort of to alert Padmé of his whereabouts. Same applies to Luke signalling Leia for help in The Empire Strikes Back when he was under Bespin City's. - Mind of Jedi

• Early on, Mace Windu says about Jedis, "We're keepers of the peace, not soldiers." Yet, in the end, he's leading the Clone Troopers directly into battle. (Theatre) - Sam
  • (Spoiler) Correction: Mace reminds Palpatine that if war does break out, the Jedi Order will not be able to act as an army: the Jedi are the Republic's most valuable assets; any casualty among their ranks is a tragedy, as an average of 20 years will be necessary to fill in the void. Here the word "soldier" is to be understood as "expandable illeterate farmboy" (hey, no offense meant... just being cynical). He did not, by any means, imply that the Order would keep from getting involved in the impending conflict. Though the Jedi are keepers of the peace, they will take part in any large-scale conflict, if the future of the Republic is at stake ("Si vis pacem, para bellum" - He who seeks peace gets ready for war... sorry, I don't remember the exact "official" translation). So Mace Windu, Kit Fisto and other survivors of the battle at the arena lead the clones into battle as officers would have according to the tactics of old-fashioned warfare, charging with sabre in hand. - BuddhaInTraining

• The fact that the plans for the first Death Star appears in this movie is impossible. The Female who drew them was trained during the emperor's rule. Point 1: He is not yet the emperor and her planet can therefore not be under imperial rule yet. point 2. She drew the plans as an adult and she is about the same age as Wedge Antilles who has not yet been born. Point 3. The plans were drawn while she lived in the Maw Instillation which has not yet been build either!!! - snullerfluffer
  • Correction: All of these suppositions are based on the post-movie Star Wars novels, all of which are non-canon. The only source for canon materials is supposed to be the movies.

• When Obi-Wan goes to Yoda when he is training the young jedi's, their is a grey looking jedi who is obviously not human, he is standing at the back of the class, in the next shot he is standing in the front row... unless there were two of them which I missed.. - Alex
  • Correction: The grey child is always at the front of the class, because he is shown before the one in the back, however it is questionable as to where there are two, or if the editing people have tried to be sneaky. - Jake

• In the final battle between Obi, Anakin and Count Dooku, Anakin right arm is amputated. However: In the final scene, where Anakin and Padmé are getting married his left arm is the artificial one. Big, big continuity problem!!! - Rani
  • Correction: In the final scene it is his right arm with the artificial arm not his left. He is holding her hand with his left. - sara

• When Padmé gets scratched across her back by the creature in the arena you see bloody gashes. In the next scenes her back is fine with no scratches or blood. - Marcus
  • Correction: The scratches are still on her back... - sara

• Anakin and Padmé go to Tatooine and are introduced to Owen... I know this may be explained in the next episode, but why would Obi-Wan hide Luke there if Darth/Anakin clearly knows he has a half brother and where he lives!! - phantom
  • Correction: It is not Luke that is hidden from Darth Vader, it is Princess Leia. - Spiff
    • Correction: I have read Star Wars books, it says Darth didn't know that Luke was his son until after the attack of the first Death Star. Darth wanted to know the name of the pilot who blew up the Death Star because the force was so strong with him. When he heard the last name Skywalker, he only assumed it was his son. - Chubb's
  • Correction: Here's the thing, Anakin/Darth Vader doesn't know he had a son ( Luke ) untill some time in between A New Hope and The Empire Strikes Back. So it would make no difference. - Chubb's

• C-3PO ist already on Tatooine when Anakin and Padmé get there. Whereas in Episode IV Luke buys C-3PO and R2-D2 from the JAWAS. So should'nt Uncle Owen at least recognise C-3PO? - icebongx
  • Comment: Uncle Owen does recgonize him he just doesnt want Luke to ask how he knows him. Thus, leading to Luke finding out that his father is Darth Vader and that he created him. He just doesnt want Luke to know the truth. - HOTdude067
  • Correction: First of all the assumption that someone can recognize a particular droid is crazy. They make several different droids of the same model. Secondly, C-3PO is encased in a much shinier metal in "A New Hope". Lastly, does Uncle Owen ever see R2-D2 and C-3PO when Luke buys them in "A New Hope"? As I remember it they were only there for one night, and then R2 runs away. - BLOTT
  • Correction: Anakin Skywalker only built C-3PO, he did not design "him". Though 3PO is truly unique in "personality", one can see many other protocol droids of the same model throughout the saga: in the opening sequence of A New Hope, on the Tantive IV (Leia's Blockade Runner), there is one "running" through the corridor alongside 3PO and R2; in The Empire Strikes Back, on Bespin's Cloud City, 3PO encounters one of his peers (the one that insults "him") right before being dismantled by Stormtroopers; in The Phantom Menace, TC-14, the female-voiced droid that serves drinks to Qui-Gon and Obi-Wan on the Trade Federation control ship, is another testimony to the widespread use of such droids throughout the galaxy (this list is not exhaustive). One must remember that to such a down-to-earth man as Owen Lars, droids are pretty much like toasters or microwave ovens are to us: they were designed to carry out a specific task; as long as they function properly, he doesn't care if they speak with a British accent or have a questionable sense of humor. Additionally, 3PO's coverings change from battered and rusty metal to a gold finish somewhere between Episodes II and IV. So, there is absolutely no way Owen could recognize our favorite protocol droid when he buys "him" from the Jawas in A New Hope. - BuddhaInTraining

• Sometimes Anakin's lightsaber is green, other times it is blue. This is prior to it being chopped in half in the Federation clones plant. (Theatre) - chris
  • Correction: If you would've paid attention, your problem would have been solved. When Obi-Wan (who has a blue lightsaber) and Anakin (Who also has a blue lightsaber) are taken into custody, their lightsabers are taken from them. Later during the arena scene, a jedi that is in battle tosses them two new lightsabers, a blue one for Obi-Wan and a green one for Anakin, and so then Anakins lightsaber colors change. Also, Anakins new green lightsaber gets chopped up by Count Dookus lightsaber, so he goes back to using a blue one (Obi-Wan's). (Theatre) - jedi from Missouri

• Didn't the viceroy in episode two die in episode one? - mac
  • Correction: It was his assistant that fried. Don't you remember the black (no offense) officer telling him that he could "kiss his little trade franchise good-bye"? - heavenly sax
  • Correction: He was not killed in Episode 1 because he was on the planet of Naboo in the palace trying to get Queen Amidala. At the end you see them being taken away when Palpatine arrives. - Jake

• Look closely right before Anakin is going to the find his mother in the Sandpeoples hut, he jumps off a large cliff. As he does so his cape clearly falls off. In the next scene it is on perfectly. IS THAT A FLAW OR WHAT! (Theatre) - PixieShaq
  • Correction: His cloak is always attached to him by sleeves however he lifts his arms when falling down and so the cloak is very loose and distant from his body but does not come off. (Theatre) - Jake

• There are in fact many minor editing errors where a shot changes and the actor's or actress's head angle shifts unaccountably, or where something in the background appears and then disappears. You could explain these away as things that occurred naturally, but I think the bottom line is that with a movie this complex there are soooo many details (coordinating actors on set with backgrounds that may or may not be present!) that continuity is difficult to maintain. They're not worth pointing out, unless they exhibit a really big mistake that couldn't be explained by saying "Well, obviously, some droid picked up the box and carried if off." (In the scene where Anakin and Watto are talking, a couple of pit droids appear in the BG discussing a box on the ground, shot after shot. In the final shot of the scene the two droids are still there, looking and gesturing toward the box on the ground, but the box is not there! So is this a goof, or did some unseen droid carry it away? You make the call.) (Theatre Version (digital)) - kirkhere
  • Correction: The little droids in the back groud are always by the box and in the last shots there is a box being carried away and the droids are still there, but the area where the box is, is not in shot and so you cannot use that as an example. (Theatre) - Jake

• I kind of always thought it was funny how the technology in Episodes I and II seemed so much more advanced than the technology in episodes IV, V, and VI. (for instance, the army opposing the jedi in episode II have those awesome roller thingies that have homing missiles, but the future empire doesn't have them. Funny stuff. (Theatre) - jedi from Missouri
  • Correction: Actually this makes perfect sense. It's a statement on how bad things are under an emperor instead of a democratic government. Unhappy or even frightened scientists and builders produce less spectacular things than happy ones. Also increased taxing and tarriffs can reduce quality. Plus the Empire seen in Episodes IV through VI was very prejudiced against alien species. They believed that humans were the only supreme beings, and therefore probably rejected alien technology. - BLOTT

Explained Goofs

• In the battle scene between Yoda and Count Dooku, Yoda hobbles into the room using his cane. He then hops over Dooku doing many backflips during their light saber fight. When the fight is over and Dooku has escaped, Yoda picks up his cane and hobbles along again....does he fake being handicapped for the better parking spaces? (Theatre) - Gordon3968
  • Explanation: It sometimes can be an asset to make people underestimate your abilities. Not everyone knows what Yoda is capable of, so making them think he's weak from old age is very valuable. - BLOTT
  • Explanation: Perhaps Yoda normally needs the cane, but during battle, when he's all jacked up on the energy of the Force, he can do flips and bounce off the walls (much like a certain webspinner). He can use the Force to throw boulders around... why not himself? - rick
  • Explanation: Remember that Yoda is very strong with the force: " Strong am I with the force." - Return of the Jedi. Yoda has trained many Jedi thoughout the years. (Even Count Dooku trained under him) It is only natural that he should be able to fight Count Dooku despite his walking disabilities. Nice try though. - Phoenix
  • Explanation: Yoda is really old. He conserves his energy. If the fight was longer Yoda would have passed out. - elvega

• Ok, this goof takes place in both Episode II and IV. Ok, in Episode IV R2-D2 is looking for Ben Kenobi (Obi-Wan Kenobi) but he or C-3PO have no clue who he is. Ok, go back to Episode II, R2-D2 and C-3PO are in it. In this movie they are involved with Obi-Wan through the movie. Therefor in Episode IV they should know who he is. But they don't, they have no clue. This makes NO sense at all. AND, they know who Anakin Skywalker is in Episode II but in Episode Iv when Luke tells them who he is they have no clue about the Skywalker name. Don't you think 3-PO would mention his dad Anakin? This makes no sense! If it does and I missed something, then please let me know. (Theatre) - Mac
  • Explanation: George Lucas has now declared that both robots will somehow have their memories erased in the final part of the prequel trilogy. - Darth Cool

• (Plot holes) When Anakin and Padmé get to Owen's moisture farm, why does C3PO recognize R2 and Anakin, but when C3PO hears Obi-Wan's name, he asks Anakin if the name means anything to him? If he recognized R2 and Anakin, shouldn't he still know Obi-Wan? - Joe
  • Explanation: The reason why he doesn't recognize him is because he hasn't met him yet! Obi-Wan never came into the town in Episode 1. Remember? So, C-3PO hasn't met him yet. - Alli
  • Explanation: C-3PO never met Obi-Wan in Episode I because only Qui-Gon, Jar Jar, Padmé, and R2 went to Ani's house. Obi-Wan stayed with the ship. - Scorpion559