At first, Star Wars: Episode I — The Phantom Menace seems to yearn for an older era of the Star Wars galaxy. A time when everything was right. When the Jedi Order was at its zenith, a political powerhouse who were also guardians of peace and justice with their undisputed wisdom. When the Galactic Republic was a beacon of democracy and a flourishing senate brought representation from every civilized world! When outer-rim planets kept the criminals and syndicates out of sight and out of mind from the civilized core. When spaceships shone with chrome finishes, and peace meant no Galactic Army was necessary. No Empire; no Stormtroopers; no Darth Vader.

A time when Naboo, a peaceful world with no discernible intergalactic economic output, was a world full of classical architecture and ancient wisdom. This monochromatic citizenry practiced art, science and genteel farming when not electing their monarchy. A monarchy they preferred to be led by a teenage queen with the purity and wisdom of youth at her side. Her advisors, like the good Senator Palpatine, were there to guide her hands in the more complex matters anyway. Naboo was also the home of another indigenous sentient species — the Gungans, who lived in submerged cities due to an ancient cultural beef with the native human populations who likely displaced them centuries before.

Wait. The Gungans are a native population displaced by an invasive species who degraded their culture and declared them second-class citizens? And the new species, the humans, are the heroes?

Back up.

The Naboo subjugated the Gungans to maintain their affluent and affected culture. The lack of a Galactic Army means corporations like the Trade Federation kept their own private military ventures to protect expansive and monopolistic capital investments. The Federation also has representation in the senate equal to any populated world, and outsized at that. The outer-rim criminals maintain iron grips on enslaved populations far from the eyes or whims of the Republic. And the Jedi. The Jedi sit in ivory towers, dispatching their members to maintain the status quo, kidnapping children to raise in their ways. Worse yet, they have found ways to reduce the Force to measurable statistics.

George Lucas pitched the prequel trilogy (PT from here on out, referring to The Phantom Menace, Attack of the Clones and Revenge of the Sith) as a story about Anakin Skywalker becoming Darth Vader during the fall of the Republic. The original trilogy (OT from here on out, referring to A New Hope, The Empire Strikes Back and Return of the Jedi) hints at Anakin’s story, particularly during Jedi. Contrary to popular belief, most of this backstory was not planned from the outset of the series but rather developed during the writing of Jedi as a way of rationalizing Darth Vader’s sacrifice.

For decades, fans of the OT would agonize over what the PT would contain. The Clone Wars? Jedi armies? Young Obi-Wan Kenobi? Both the films and novels talk about the Republic as a long-lost ideal state to which the galaxy would return once the Empire was defeated; indeed, the novels set after the OT established a New Republic with which the heroes could play. Luke was led to believe the Jedi are an organization of untold good, ancient heroes who could never fail and would always stand up for a just Republic. So was the audience.

It turns out this was not the case.

Lucas took the harder route with his final three Star Wars films, explaining that all those assumptions were wrong. That they were crutches. That the Jedi were not blameless heroes. That the Republic was itself a decayed and unjust body much like our own real-world governments. Like our own, the Republic is a civilization perfect only in gilded memories. The Republic system was built on blood, subjugation and forgetting — the unsound foundation of any long-lasting political body.

Fans who were disappointed by the The Last Jedi view it as a subversion of the Star Wars galaxy. But The Phantom Menace was the first to subvert expectations and piss everyone off.

Approaching The Phantom Menace as an artifact of Lucas dissecting what his stories had become is doubly interesting when taking into account its racist depictions of non-white human beings. It is product of a cultural gaze calcified in cinema across the entire 20th century. This is a film that politically deconstructs its own mythology but nonetheless maintains the raw artifacts of the films and history that inspired Lucas in the first place. Lucas uses idealized settings and visual language to depict a halcyon era nonetheless poisoned … and yet racist stereotypes are used as shorthand to convey alienness in ways that were obvious at the time and have only grown to be a blight on the film’s legacy. These depictions do not exist to further the subtext of his argument. Few franchise movies so willfully break themselves while causing such sloppy collateral damage.

So let’s talk about all of it.

The Phantom Menace lays important thematic groundwork that continues into the latter two-thirds of the PT: the conflict between destiny we’re given and the destiny we make for ourselves; the struggle of indigenous peoples versus faceless capitalistic fascism; the search for self-actualization and spiritual enlightenment. These themes are echoes of the OT. Rhymes, as Lucas infamously called them in a rather excellent behind-the-scenes documentary ripped apart time and again by fanboys.

Lucas’s poetry underscores the clarity of his artistic intent and illuminates The Phantom Menace’s strengths. This isn’t the OT; this is an inversion that casts those stories’ greatest triumphs into stark relief. The OT introduced a galaxy where mythic concepts existed and were our salvation. The PT shows how those beloved ideas fail us if we take them for granted. Being a Jedi isn’t enough. Having a democracy isn’t enough.

For many fans, the most controversial moment in The Phantom Menace comes on the cusp of the final act. Anakin Skywalker (Jake Lloyd) has just finished his first meeting with the Jedi Council, who have denied him training to become one of the galaxy’s elite Jedi warriors. His steward, Qui-Gon Jinn (Liam Neeson), has objected to the council’s wishes and decided to bring Anakin with him anyway. The two are on a platform floating above the endless city-plant Coruscant when Anakin asks him a pressing question: What are Midi-cholorians? Qui-Gon explains that Midi-cholorians are microscopic lifeforms that exist within all living things and allow the host to interface with the Force, the energy field that binds the galaxy together.

Midi-cholorians are often cited as the moment where Lucas lost touch with his own epic. Reducing the Force into something measurable eschews the spiritual heart of the OT and renders the galaxy far, far away less mystical, romantic and relatable. Although Lucas apparently thinks the Midi-cholorians are interesting in and of themselves, their use here only underscores what the Jedi are circa The Phantom Menace: a warrior cult that has lost touch with the Force that guides it and the galaxy that needs it.

If Midi-cholorians are commonly considered Lucas’s PT original sin, young Anakin Skywalker seems to be a close second or third (tied with Jar Jar Binks). Nine-year-old Lloyd was hired to play the part of the slave boy taken from his mother to become a Jedi, and the experience reportedly resulted in a childhood filled with abuse and mockery at the hands of angry fans. It’s a shame. Although some of his line readings are what you’d expect from a 9-year-old, introducing Anakin as an innocent child is one of Lucas’s many strokes of genius.

In A New Hope, Luke Skywalker is a 20-year-old whose life on his uncle’s moisture farm is dull and meaningless. He dreams of leaving home, seeing the stars and hanging out with his buddies. It’s implied — but never shown — that Tatooine has a 1950s-esque hot rod culture a la Lucas’s own upbringing in American Graffiti. Working all day, hanging out with pals at night. Driving fast in T-16 Skyhoppers. Luke has no need for myths and legends. When given the opportunity to leave with Obi-Wan, he chooses to return home. He refuses the call. Eventually he becomes a Jedi, engaging in non-violent resistance to save the soul of his lost father and end the Empire. Luke embraces legends he never once believed in and becomes one himself.

Anakin, on the other hand, is a slave boy born of Shmi, a single mother. He toils away in a shop on Tatooine each day for a nasty boss who takes advantage of his prodigious mechanical skills. Like his future son, he also dreams of the stars and of the Jedi, who are legends to him. He dreams of a day where he can return home as a great Jedi warrior to free his mother and friends. The injustice of slavery is ignored by the Republic, which can’t be bothered to extend its peacekeeping to worlds without any economic relevance. The Jedi, surely, would care enough to stop it. They’re heroes, after all, right?

Starting the Saga with Anakin as an innocent boy is precisely the right re-entry point into this galaxy and this story, which underscores the Jedi’s weakness. The OT depicts the Jedi as “guardians of peace and justice,” an unquestionable aspiration. Becoming a Jedi Knight is the key to Luke Skywalker’s self-actualization. In The Phantom Menace, Anakin shares the audience’s expectations of the Jedi, who are shown to instead travel the galaxy acting selfish and dispassionate in the name of status quo. They aren’t what he expects them to be. They aren’t what the audience expected them to be. In the end, his disappointment and disillusionment lead to Darth Vader.

Lucas is saying we need myths and stories to guide us, but we need to respect their power — especially if we are the ones responsible for living up to them. A tall lesson for a mythological period of the galaxy that forgot itself, that ended up consumed with greed and contentment.

Qui-Gon has it within his power to free Shmi along with Anakin. But the Jedi have a rule against attachments, believing them to be an opening to selfish feelings and the Dark Side. The Jedi recruit children, ripping them from their homes, but refuse to knock down injustice unless sent directly by the senate. Even Yoda, the much-vaunted Grand Master of the Jedi Order, is stoic and disconnected, a far cry from the wizened swamp dweller of The Empire Strikes Back.

They are great warriors, but also great failures.

Taxation of trade routes? The Phantom Menace opens with our Jedi heroes, Qui-Gon and Obi-Wan Kenobi (Ewan McGregor) engaged in a routine policing exercise about a trade dispute on Naboo. The Trade Federation has brought its armies to bear, and Naboo has nothing with which to combat them. Their mission is supposed to be dull and routine, and its quick devolution from negotiations into outright invasion an unexpected escalation for this time period.

Instead of open rebellion, Queen Padmé Amidala (Natalie Portman) and the Jedi choose to pursue political relief from the Trade Federation occupation via senate vote on the capital plant Coruscant. The senate’s political failure leads her to rebel against her invaders and start her family legacy of rebellion, and yet … in Attack of the Clones, we revisit these characters over a decade later, and all Amidala has done is become a senator enmeshed in the bureaucratic machinery of a system that failed. By Revenge of the Sith, she has become completely helpless. (Sith is, without a doubt, the weakest prequel.)

By the end of the PT, she is relegated to being, at best, the embodiment of the Republic’s dead ideals. She literally gives birth to the twin New Hopes of the OT, which feels a little on the nose and is a pretty tired reduction of a women’s body into metaphor. Amidala, like many of the characters in the prequels, ends up profoundly wasted by Lucas’s exhaustion and “get it over with” mentality. In The Phantom Menace, however, she has the most growth of any character. She changes from teenage queen of a peaceful planet under siege masquerading as her own handmaiden into a leader who overcomes her prejudiced blindspots to bring peace to her planet and co-existence with her neighboring species.

It is unfortunate that Lucas could not overcome his own reliance on outdated tropes to tell an otherwise progressive story. The Trade Federation aliens, the Nemoidians, are designed to look and sound like Asian stereotypes. Later in the film, Anakin Skywalker’s slave master, Watto, is a Fagin type in the most visually anti-Semitic way. Jar Jar Binks plays off Jamaican stereotypes, and the Gungans are definitely coded as speaking in broken English to create their sense of “otherness.” Our cast of heroes is almost entirely lily-white, with the exception of Captain Panaka (Hugh Quarshie) and Mace Windu (Samuel L. Jackson), both supporting roles.

These problematic elements are visible in how the Gungans are treated throughout the film. Obi-Wan’s initial reaction to Jar Jar Binks is to call him a “pathetic lifeform” despite his clear sentience. The lack of empathy seems textual here, a symptom of the Jedi as a whole lacking perspective on life and connection to the overall Force. He never learns any lessons to teach him otherwise: he also eagerly lectures Boss Nass on the Symbian Circle idea, which is to say that two sentient species sharing a planet must ultimately work together but he never once works to help the two groups work together.

Structurally, the Gungans are basically just the Ewoks, just more sociologically questionable. Lucas, having come of age in California during the late 1960s and early 1970, had strong feelings about the Vietnam War and the oppressive yoke of major powers being defeated by rebel fighters that possessed less technology and resources. I guess he wanted his six-film saga to start and end with native rebellions. Poetry. In this case, however, the Gungans are convinced to fight on behalf of the humans of Naboo after the humans’ actions result in their underwater cities being raided. The Gungans die en masse. Not a single Gungan accompanies the Queen’s Guard to help retake the palace. Their cultures have separate missions, and it just so happens that the Gungans are the ones who have to supply the raw body count to distract the Droid Army. Although the choice is made by Boss Nass and Jar Jar, it nonetheless plays strangely when taking the depiction of the Naboo people versus the Gungans as a whole. Sure, the Gungans choose to help the Naboo, but what other choice do they have? Thematically, they’re a far cry from the Ewoks. The allegory is faulty.

Clones and Sith are marginally better in that department. Clones in particular introduces and increases the roles for non-white characters. There are still few women in those films, though, beyond Padmé. Although The Phantom Menace is interesting because of how it rips the piss out of nostalgia for a halcyon age, in this regard it does not seem remotely intentional on Lucas’s part to make his films racially problematic. Normalizing “white humans” as the galaxy standard and using physical and dialectical stereotypes to “other” alien races isn’t remotely new to films, or even Star Wars, but it’s at its worst in the series here. It’s comparable to the way in which Indiana Jones & the Temple of Doom plays off Indian stereotypes in a strange ode to racist 1930s serial pictures. Many of the best elements of both Jones and Star Wars are lifted from older films, and in this regard so are some of the worst.

The Phantom Menace is regarded as one of the greatest cultural disappointments in cinematic history. Fans lined up outside for weeks to get tickets and good seats. The trailer screened before Meet Joe Black and reportedly juiced that movie’s box office. I remember being 9 years old and seeing the trailer for the first time on our dial-up internet connection. In fact, I can remember the first time my dad told me the prequels were going to come out. Not the year or the context. An image. I remember I was in his bedroom. He was in his blue recliner. And I can remember him telling me they were making movies about when Luke and Leia were babies. I loved Star Wars from the old VHS tapes we had stolen from my aunt when she want to college (which I still own).

At 9, all I cared about were the Jedi, the Sith and the excitement of it all. None of this essay could have been written when I first watched The Phantom Menace. It is the result of a 20-year fascination with it and the series as a whole. A compulsive, uncontrollable obsession with Star Wars that has even gone on to play a role in my marriage and fatherhood. I owe nothing to Star Wars per se, but it’s undeniable that the series has had a profound impact on me. As a kid, I empathized with Anakin’s dreams of being a Jedi; as an adult, I see more truth in Lucas’s exhaustion with the distracting power of the myths he himself created. Because at the core of The Phantom Menace is a man who saw what his stories had become in the broader mind and set about to correct set the record straight.

By showing the Republic and the Jedi as weak, Lucas broke down the parts of his original stories that had become a crutch. Instead, he focuses the PT on stories about heroism in the face of self-imposed limitations. About failure. His protagonists are ultimately powerless to stop the fall of the Republic because they cannot imagine a world without it. I admire that Lucas, despite his severe storytelling faults, was willing to tell a story about characters who had lost before their battle even started. I do not know how Lucas’s life changed between 1977, when he released a classical fairytale with sci-fi trappings, and 1999, when he released a movie for fans of the original that told them every fantasy they had about the galaxy was actually wrong. But I’m glad he did it. In doing so, he underscores the sweetness at the heart of the original films, and Star Wars in general: It was never about becoming a superhero, never about restoring something perfect and old. The stories are cyclical and, above all, about making good moral choices and being compassionate, honest and wise.

Jedi and space battles pay the bills, but Star Wars is at its best when it focuses on simple stories with a simple message: Do the right thing, no matter how hard. The Phantom Menace is deeply flawed, no doubt. However, it is one of my favorite Star Wars films, and I believe one of Lucas’s creative high points.

By focusing his tale on a demystified age of the galaxy, he only drives home how powerful these stories can be.