Work on Episode iii began in October 2001, seven months before II was released. “It was a pretty hectic time,” says McCallum, who was using an outline of the script to do location scouting through some 40 countries. “We were further behind than we were on I and II.”

For Episode I, Lucas created, for the first time, a fully realized universe using CG animation—from featured characters (Jar Jar Binks may have been loathed, but few questioned his realism) to vast backdrops. On Episode II, he pioneered the use of high-definition digital cameras. But with III, there are “no major technological achievements,” McCallum says. “There was nothing where we didn’t know how we were going to actually accomplish it.”

Shooting started in June 2003—Lucas had handed in the script just a week before—and things went smoothly, which was a far cry from the original trilogy. “IV was just a hard slog. Everything was against him,” recalls Anthony Daniels, referring to the studio that doubted Lucas, the English crew who resisted him, the weather that tormented him, and the technology that failed him. “My costume broke practically every shot. The eyes would switch off. The knees would lock. And he would come to me and stare into 3PO’s face with . . . not hatred, but with anger.” 

“The experience of doing IV was so painful for him that he became a backseat driver, to a certain extent [on V and VI],” McCallum says. “He was always only going to direct Episode I and then sit back and have the skill set to talk to the directors of II and III. But then I think the process was more fun for him.” (In III, Lucas shows what Daniels calls “a cheeky sense of relaxation” by appearing in a cameo. His character, Baron Papanoida, has a decidedly extraterrestrial skin tone. The director’s three children will also appear in cameos.)    

The heart of any Star Wars movie is the sci-fi spectacle, which in the prequels was mostly computer-generated by Lucas’s Industrial Light + Magic FX company. “George came to ILM in ’96 and said, ‘Okay. You guys are now ready to do the next Star Wars trilogy,’ ” says ILM animation director Rob Coleman, citing the work they’d done on Dragonheart and the Jurassic Park franchise. “Episode I had sixty minutes of animation. Episode II had seventy. This has ninety.” Coleman savors the fact that “George enjoys the postproduction process the most. I get so much more of his time than the actors do.”  

The work on Episode I had been so overwhelming that ILM was unsure they could get the job done. On II, the big question was whether they could make the CG Yoda (he was a puppet in previous films) believable. For III, Coleman says that everything on the 2,000-plus FX shots is moving along nicely, and that what really sets this film apart are the environments: “All the worlds,” he says—especially Mustafar, the volcanic planet where Obi-Wan and Anakin have their final duel—“have really gone up a couple of notches.” (And for those worried that the birth of Luke and Leia will be CG as well, rest assured that a different sort of film trickery was used: An animatronic baby was filmed during production, and a real-life newborn—the child of a crew member—was superimposed over the animatronic for each twin.)   

One of ILM’s greatest challenges was the lightsaber battle between Yoda and Darth Sidious, which will be intercut with the Anakin–Obi-Wan duel. “It was time to see the two toughest guys in the universe take each other on,” Lucas says. A tall order, since it has to one-up Yoda’s showdown with Count Dooku, one of Episode II’s most popular scenes. The Yoda fight in III took more than 20 ILM staffers more than four months to complete. Russell Earl, the CG supervisor for the sequence, concedes that although the technology is better and faster than it was just one film ago, that adds to the challenge: “It makes it easier and harder, because now people are expecting more.”

PREMIERE got a first look at the battle, which takes place in the galactic senate on Coruscant, and it is as varied in action as it is in drama. There are giant pods being tossed like apples and lightsabers clashing, but, most impressively, there’s Yoda no longer looking like a Tasmanian Devil. He flies through the air, landing with kung-fu agility; extreme close-ups show him grimacing, sweating, in pain, clawing for dear life.