• Anakin is already a teenager and lives on a Naboo-like world.

• Queen Amidala has a better name and doesn't have a clone.

• Amidala lives on Alderan.

• There are no "midichlorians."

• Jedi Knights are recruited in their teens (not as children).

• The Jedi Order lives on their own planet, not in the middle of a beaurocracy.

• The Sith are an entire (secret) army, not a pair of guys.

• The Sith exist on their own planet.

• The droids begin as servants of the Old Republic.

• No Jar Jar or Gungans in this episode.

• Merge character traits of Qui Gon and Obi Wan into Obi Wan = rebellious, young Jedi

• Refine Capt. Panaka and combine with Ric Olie to create rougish pilot/hero character (“Han Solo” of the piece; you can kill him later, he provides the transportation in this movie).

• Fuse entities of Galactic Senate and Trade Federation.

• Pod race is an escape from bad guys, not a competition!  Substitute suspense for sports!

• Beginning of movie: R2 and 3-PO on a starship (mimic the beginning of Ep IV).  I’m glad Lucas fidn’t go overboard creating parallel scenes the way they did in Back to the Future II (that was supposed to be campy, so it worked in ways that would not have in Star Wars… just like Jar Jar).

• Yoda is a Master, but not the leader of the Jedi.  There is a council, but there is also a single ruler of the Jedi Order.  A significant dramatic element is his death by the hand of Anakin in Epi II.