Before Star Wars, Episode 1: The Phantom Menace was finally unleashed May 19, it had generated so much excitement that some fans were inspired to wait in line for weeks outside LA's Mann Chinese and New York's Ziegfeld Theatres. The buzz centered on George Lucas' return to directing after 22 years, and on the new characters and creatures that would populate his faraway and even longer-ago galaxy. There was also a lot of talk about the extent to which this world would be digitally created. Indeed, the final product has about 2,000 digital shots, an easy record. The scale of the architecture, the constant frenzy of activity on the edges of the frame, the seamlessness of live and virtual realms--none of this would have been possible without the computer.

Still, the movie's design process started out with pen and paper, and progressed through the same stages--model, maquette, storyboard--as the other Star Wars films. In addition, about 60 sets had to be physically constructed or scouted, if only to be digitally enhanced later. And, as on the first three movies, junkyards and prop houses were scoured for the unconventional materials that would become the film's weapons, vehicles, and set pieces. The Phantom Menace takes place in a fantastic universe of previously unimagined scope, but its building blocks are rooted right here on planet earth.

"George said what worked so well for Star Wars was that you just take reality and turn it upside down a little bit," says Phantom Menace design director Doug Chiang, who started working on the film at the beginning of 1995. "It was a great way of thinking; prior to this, my main experience designing for film was, someone says, 'Design something different,' and you go way off. You design something too fanciful, too surreal, and it dates really quickly. George was wonderful in knowing where to draw that line." Such a basis in reality has a psychological impact on the audience, says production designer Gavin Bocquet. "In the other films, whether it's the snow fields of Norway, or the big forests of Northern California, or the deserts of Tunisia, he uses real locations and real architecture wherever he can. He feels that the audience is more susceptible to those environments if they subconsciously know they're real."

Of course, the reality is simply a taking-off point for the fantasy. And Chiang in particular got to use his imagination to a greater extent than ever before. Leading up to Phantom Menace, the designer was employed as a creative director for Industrial Light and Magic, the effects house down the road from Skywalker Ranch, LucasFilm headquarters in San Rafael, CA. "At ILM, I was mainly a visual effects art director, " says Chiang. "I was kind of frustrated by that, because when ILM gets the film, it's in postproduction and most of the design work is already completed. I wanted to branch out and participate in the production end of things." He started compiling a portfolio of his own designs, and when he heard Lucas and producer Rick McCallum were staffing the Phantom Menace art department, he became one of hundreds to submit his work. "It was a pretty intense portfolio call," he says. "They went out to all the schools, and down to LA, because they wanted to get a whole new crew. In some ways, it might have b een a detriment that I had film experience, because they were looking for fresh people with new ideas and new looks."

Obviously, what Chiang came up with was suitably new. "I submitted three different techniques--storyboarding, digital art, and traditional design and painting," he says. "I was hoping that I could somehow fit in with one of those skills."

Not only did Chiang fit in, he was the first designer hired on the film. "The role of design director wasn't given to me initially," he says. "Rick and George let you take on as much responsibility as you want. As more of the work started to develop, I started taking a bigger role." He hired concept artist Terryl Whitlatch, whose background in zoology had led to an ILM job on Jumanji, and whose understanding of anatomy ("one of my weak points," says Chiang) made her a natural to concentrate on Phantom Menace creatures like the amphibious Jar Jar Binks. "It was just myself and Terryl for almost a year," says the design director. Joining the crew later was Iain McCaig, who had a flair for character and costuming; Jay Shuster, whose strength with "nuts-and-bolts" technology got him assigned to the movie's dazzling pod race; and Ed Natividad, who brought a fresh look to both architecture and vehicles.

In the early stages, Lucas was busy writing the script. "We had a meeting where George spelled out the whole film in broad strokes," says Chiang. "So we knew what kind of environments we were going to be looking into, what kind of vehicles, what kind of robots, and so on. Then we had weekly meetings where George would tell us the new ideas he had, and the new directions we were supposed to pursue. Every week, I would check off little items, designing robots for one day, vehicles another, and buildings another. Slowly, we started to build the look George was looking for."

What Lucas wasn't looking for was a rehash of the hard-edged visual style created by concept designer Ralph McQuarrie for the initial trilogy. "Initially, a lot of my drawings were more in line with the original, angular Star Wars aesthetic," Chiang says. "But George said, 'Let's try something bolder and fresher; bring in Art Nouveau and Art Moderne.'" Episode 1, remember, takes place a generation earlier than the first trilogy. What Lucas pushed Chiang to come up with was a more romantic, elegant aesthetic--bearing the same kind of relationship to Star Wars, The Empire Strikes Back, and Return of the Jedi, as 1920s and 30s design do to that of 30 years later. "When he said that, it was a really exciting thing to hear, but pretty scary at the same time," says the designer.

Chiang pored through books of Art Nouveau architecture, studied historical and cultural references from Africa to East Asia, and worked with Whitlatch on organic forms, all to give the movie a "built-in foundation that's lacking in a lot of film design. Then we would do our own interpretations of the research. Our main task was to come up with something fresher.

"Once the design was approved in drawing form," he continues, "I would build a physical model. Next came the maquette stage, and from there the next stage is to figure out color, and paint the maquette. When George had more of the sequence written up, we started doing storyboards, but we realized we needed something more sophisticated to convey timing and speed." That's when David Dozoretz was hired to do animatics--the movie's first big entry into the digital realm. "It was a very rough form of the actual shapes, but it allowed George to actually start thinking about how the film would be cut together."

In 1996, when the script was more or less fixed, Bocquet was hired to realize the designs that were completed and contribute to those that weren't. The production designer had been assistant art director under Norman Reynolds on Return of the Jedi, and continued his association with LucasFilm on TV's The Young Indiana Jones Chronicles (for which he won an Emmy) and the feature Radioland Murders. "I was driving around with Rick McCallum one day, looking for locations for Young Indy, and he just started talking about when we do Star Wars," Bocquet recalls. "It was the first time I'd heard about any possibility of that, and it took three years for it to happen. But it was quite a thing to hear.

"The question one always gets asked is, how does the concept designer and production designer fit in amongst this madness?" he continues. "There are no set rules. Most films don't have concept designers; there's only a production designer at the helm for most of it. But on a film of this scope, with five or six distinct environments, my theory is that the more input you can get and the more varieties of visual sources, the better. If we want to separate it, there was the concept design department at the Ranch, which Doug was in charge of, and there was the UK art department, based at Leavesden Studios in London, which I was in charge of. They were working on creatures, costumes and hair, environments and ships, and as we came onboard, we were able to take the location work and set design. Sometimes we would design sets from scratch, like Anakin Skywalker's hovel and the interior of Queen Amidala's ship. Sometimes we would take things that Doug had done and work them up into something that's more physical an d real. More often than not, it was a collaboration of ideas that came from them and ideas that came from us."

The Phantom Menace primarily takes place on three separate planets: Tatooine, the desert world familiar from earlier Star Wars films, where Jedi knights Qui-Gon Jinn (Liam Neeson) and Obi-Wan Kenobi (Ewan McGregor) find young slave Anakin Skywalker (Jake Lloyd), in whom the Force is very strong; Naboo, a paradisal planet ruled by teenage Queen Amidala (Natalie Portman), and threatened by the Trade Federation and shadowy Darth Sidious; and Coruscant, a global city that is the seat of the Republic and of the Jedi religion. Explains Chiang, "One of our main problems to solve was, George was going to be intercutting scenes from different environments, and he wanted to be able to quickly identify where we were. So we needed to establish a strong style for each of the locations. One of my first tasks was to create various image walls. I would pull out all the architectural, color, and textural reference, let's say for the planet of Naboo. Next to that, I would create another wall of textures and colors for Corusc ant. Very quickly, George could see if they were different enough in terms of design aesthetics."

As before, Tatooine exteriors, including the new city of Mos Espa, were shot in Tunisia, and simply expanded upon McQuarrie's original dusty, earth-toned designs. "For the exterior of Anakin's hovel, we were looking for something that could be a slave quarters," says Bocquet, in his element on location. "We came across these ksars, which were old grain stores for the tiny towns and villages in North Africa. They're two or three stories, and almost catacomb-like, but above ground. Then the interior set had to spark off that location, because you go through a door in Tunisia and you have to have a set at Leavesden that is architecturally, texture-wise, and size-wise in sympathy with it. It would be very hard for the concept crew to take that onboard, because you're not building everything."

The film's other major location was the 18th-century Royal Palace of Caserta, north of Naples, Italy. "For the queen's palace, we were looking for an environment with a classical, Greek-Roman feel," says Bocquet. "We knew we needed some real-scale architecture to bounce off in terms of the design. It's very difficult to recreate a sophistication of architecture that's taken thousands of years to evolve. The palace was a huge scale, but not in a baroque, decorative style--it had quite a strong feel. Also, we were looking for a very specific thing, which was giant picture windows behind the queen's throne. What we found was actually a vestibule with a huge picture window at one end. We dressed and changed a few things, added a few columns, and made that into the queen's throne room. Then we built two large corridor sets to match back in the studio."

Chiang says Naboo is a good example of Lucas tying together disparate aesthetics. "The queen's world has a very rich old-world look, which is contrasted with the sleek chrome of high technology." Beyond this, Chiang says, "George liked the look of Venice, which has a very eclectic architectural mix that gives it a timeless quality. We went in that direction, but on a grander scale. Say there's a real-life building in Venice--we'd take it and multiply its scale by 10, add more details to it, and combine different textures. It gave the queen's environment a rich, multilayered aesthetic."

The other major Naboo environment is the underwater Gungan world, where Jar Jar's clumsy and contentious people live in a bubble city. "The Gungan world is more primitive in terms of organic form, so it's really Art Nouveau-intensive," says Chiang. "The ribs of the city are like organically grown as opposed to manufactured structures. The colors and lines of the hardware are very fluid and earth-toned." Though this world is largely digital, Bocquet did construct a few foreground set pieces, and contributed to the concept. "Doug and his guys had done very, very initial sketches of the bubble city, and then we took it on, to work it up sculpturally," says the designer. "Then it went back to Doug. At the beginning, we were saying, 'You look after this bit, I'll look after that bit'--happy to grab as much as we could. But about halfway through prep, we were ringing each other and saying, 'No, you do that, we haven't got time.'"

Coruscant is Lucas' nod to Metropolis: as Chiang puts it, "It's Manhattan on a global scale," with one- and two-mile-high skyscrapers. He says, "The main challenge of that was to come up with different architectural styles. We have the Jedi temple, where the materials are monumental concrete and carved stone. And then we have the Senate landing platform, with forms going more towards Art Moderne, and sleeker materials." Other settings in Coruscant, which was conceived in rudimentary form by McQuarrie for previous films but never realized, were the cavelike Senate Rotunda and Senator Palpatine's living quarters.

"That was an interesting one for us," says Bocquet of the latter set, "because you don't get many domestic environments in the world of Star Wars." The senator's rooms, constructed at Leavesden, are important in the larger scheme of things, because, of course, the character will go on to be emperor. "We decided to take it into a deep blood-red color range, for a womb-like and also regal feel," says the designer. "George is very keen that these locations use real props and furniture. You get the right mix of existing props, and change or add a little bit here, maybe change the color. The set decorator, Peter Walpole, went to London prop houses, and got furnishings from catalogs. We had some Deco furniture, some Chinese period furniture, and modern bar furniture from a pub. We designed his desk and chair, and some Henry Moore-like modern sculpture, but in the same spirit as the rest of the room. One hopes it's harmonious.

"It was nervous for us," he continues, "because that was the first set we shot on, and it was a set that came up very quickly because the schedule changed. So on the first day, George was going to walk in and tell us if he liked the domestic interior of the emperor."

Other sets at Leavesden, a former airfield and Rolls Royce factory, included Anakin's quarters, ship interiors, and sections of the Naboo hangar. In many cases, Lucas' preplanning allowed Bocquet's crew to build just two or three walls of a set, and something like the Naboo hangar could be filled in digitally later. "It's not a proper studio," the designer says of the 286-acre site, which has been home to several James Bond films. "It's basically a huge covered area, a huge workshop that the GoldenEye crew put walls into. We had such a huge turnaround of sets that we split them into two groups. The first wave went into the studio first, and then we went off to Tunisia and Italy to shoot, so they had time to take those down and build the second wave of sets. The advantage of Leavesden is, all the covered areas are big enough to build prefab sets while you're still shooting in the stages. If you wanted to do that in a normal studio, you'd have to rent the other stages you were building on."

On the Leavesden airstrip, the art department built a large piazza for the Naboo city of Theed. "The set ranged from 10' to 20' high, and included gigantic steps at one end to the palace," says Bocquet. "But we only went up to a certain level, so they could digitally add the upper level of the palace." Such an addition didn't require a bluescreen, because "none of your actors are crossing the line of the set. In the old days, you really needed to define that line for the matte and glass painting. In digital, they have a line, but they can actually bring the painting down even more into the set; they completely mix the two."

All during shooting, Chiang's crew received photographic plates to scan and work on; after a frame was approved, it would be sent to ILM for completion. Chiang continued to work with the effects house until a few weeks before the movie's release. Such a scenario is sometimes difficult for Bocquet to accept, because of the inevitable loss of control it means. But he says, "As a production designer, I don't think I have to like everything that happens in a film, if that doesn't sound a bit bizarre. If everything was a style I like, it would be a very one-dimensional environment, especially when you're trying to create different planets."

Both Bocquet and Chiang seem ideally suited to their jobs. "Production design is an applied art," says Bocquet. "It's creativity mixed with function. I think if I was just to do the concept work, I would get very frustrated, because I like to take it through to the building, with the finishes and the colors and the budgets. My greatest satisfaction is using the money well." He speaks fondly of raiding an Arizona aircraft graveyard with Walpole and coming up with six containers' worth of material--"everything from a tiny electronic piece from a console to a huge molded metal section of a wing"--for parts in the movie. "It gives the textures a richer feel, and works for economy reasons," he says. "George and Rick would probably say that this is a $110 million movie that looks like a $200 million movie."

Chiang, whose next project is--guess what? Star Wars, Episode 2--is perfectly happy with conceptual work, on the other hand. "When we're designing, we don't think about the execution of it," he says. "You have a tendency to be encumbered and restricted by it if you start thinking practically. George likes to push us as far as he can, and figure out how to do it after the fact. We didn't think about, is this going to be a CG model or what? We knew what the current state of the art was, and it was very liberating, because we knew anything we drew would be possible. Design anything--as long as George likes it."