George Lucas is worth somewhere in the neighborhood of $4 billion dollars. A large chunk of that money came from his famous "Star Wars" saga. More as a businessman than a filmmaker, Lucas has tweaked and re-released parts of the series whenever he felt he got something right.


Of the six films, "Star Wars: Episode One - The Phantom Menace" was the most reviled segment. It featured one character - Jar Jar Binks - that singularly almost destroyed the series. So hated was Binks, that Lucas had to quickly write him out of Episode Two.


But "Phatom Menace" made a ton of money. But that was mainly because there was a 16-year gap since the end of the first trilogy. "Star Wars" buffs were beyond ready for the next episode. Oh, how cruel it was to watch.

So it almost seems odd that Lucas would retreat back to the least favorite of all the episodes, to convert it to 3D. Aha... this was the first film that was created in an all digital environment whereas the first three were filmed (and created) in analog.


The story retraces a very young Anakin Skywalker and his life with his slave mother Shmi (Pernilla August). Anakin is quite adept with his hands and unknowingly with his mind. He is, in fact sure, he can somehow win the emancipation of his mom from Boss Nass, a creepy little bug creature who somehow owns the rights to Shmi and Anakin.


Along comes a young Jedi Knight named Obi-Wan Kenobi (Ewan McGregor) and his Jedi Master Qui-Gon Jinn (Liam Neeson) who sense that young Anakin is strong with The Force. So strong, they feel he might be The One Jedi prophesied as the bringer of peace in the galaxy.


They decide to make Boss Nass an offer for the boy in the form of a bet. The bet... that he can win a Pod race.

In the pod race Anakin narrowly out-duels other more villainous drivers to win the race and his freedom, but not his mothers.


Upon winning his freedom, he is them taken by Qui-Gon Jinn to Yoda for testing and to begin training as a Jedi.


Meanwhile, the galaxy senate is in disarray. Trade unions are rebelling and leadership is weak. A meek senator named Senator Palpatine (Ian McDiarmid) seems to be the only one that the other members can tolerate. He has gained the favor on Queen Amidala (Natalie Portman) who has great influence in the senate.


She is warned by Yoda and the Jedi Knights that there is a disturbance in the force; that they sense a dark presence that they just can get the minds around.

This leads to the emergence of Darth Maul (Peter Serafinowicz) a Sith Lord who is powerful with the Dark Side of the force. His presence leads to the best - but far too brief - light saber fights in the entire Star Wars saga. Sadly, between the pod race and the light saber fights, we are pelted with the presence of Jar Jar Binks a CGI creature that was meant to add levity to the saga.


The story didn't change, it was merely converted to 3D. And, too his credit, Lucas understood the problems with post-production 3D conversion and gives a product that looks like it was originally shot in 3D. The pod race and fights pop! It's still a little dark -

the glasses do that - but the technology is superior to other conversions.


"Star Wars: Episode One - The Phantom Menace" is an outstanding 3D conversion. It is a visual upgrade as only George Lucas can do it. Unfortunately, he wasn't able to delete the biggest problem in the film... Jar Jar Binks. Oh well, go see it for the graphics, not the the Binks!   -- GEOFF BURTON