Before I go further, let me say that I actually like the Prequels. But that doesn't mean that they were perfect and didn't have serious problems. If you could write the Trilogy yourself or help George Lucas write it before he filmed them, what would you change? It can be anything from adding/removing a character to altering the premise of one of the movies or even making the Trilogy into a single movie or series. Go nuts. I'll go first as an example. Scrap the Phantom Menace and do another first episode While the Phantom Menace did have a few good points, I'd ultimately scrap it. Most of the plot points from that movie never go anywhere or are essential to the overall story of the Trilogy. Naboo doesn't make any further impact on the plot except as romantic or tragic scenery, the Trade Federation is absorbed into the CIS, Qui-Gon died, Darth Maul died (or did he!?), pod-racing never comes up again, and Anakin's character and actor is completely different by the time we get to Episode 2. Instead of the Phantom Menace, we have a story within the ten year period that shows Anakin being trained by Obi-Wan and we learn about the events of the Naboo Blockade through character dialogue and interaction. Qui-Gon could be be a post-humous character who interacts with Obi-Wan through the force like Obi-Wan does for Luke after he dies and Darth Maul would be part of a sith conspiracy and scheme where there are multiple dark siders/sith playing off of and against each other to either become Sidious' true apprentice or overthrow Sidious to become the True Lord of the Sith. 2. Characters that would open everyone's mouths We'd also have one or maybe two new main characters who would be exclusive to the Prequel Trilogy. One would be a fellow apprentice trained by another Master like Kit Fisto or Mace Windu. He would be the view-point character for the audience, maybe he'd come from a world largely cut off from the larger galaxy before being found and trained despite being "too old". While he'd be a good student and strong in the force, he would ask questions about the jedi order, the republic and the galaxy in general whenever something seems off. And when an older master like Windu, Obi-Wan or Yoda answers the character's question and explains something to him, then it's explained to the audience. Example: Mace Windu: If the Sith have indeed returned, then the jedi must be on guard against their plans. Viewpoint Apprentice: Master? What is a sith? Mace Windu: A sith is wielder of the dark side of the force. They are malicious and cruel sorcerors and schemers, they use their passion and the pain of others to feed their own power and ambition. Because the dark side is strong in them, any jedi must be wary or they will fall even in victory. Viewpoint Apprentice: How? Is the Dark Side...stronger? Mace Windu: No. It is easier to succumb to, easier to use. He could also be an Ishmael with which the audience can see Anakin's fall from a noble friend into the cruel and brutal Darth Vader. They'd have common ground since they're both "too old" and have trouble fitting into the norms of jedi life. They'd also be able to help each other during training. The viewpoint character could suck at lightsaber fighting while Anakin sucks at environmental awarness and focus and they'd tutor each other. They could also be shadow architypes of each other, challenge each other to do their best, call each other out on some questionable actions: Example: Viewpoint Apprentice: You murdered an entire group of Tuskins? Anakin: They killed my mother! Viewpoint Apprentice: All of them? Including the women and children?! Anakin: They all deserve to die...just like the mercenaries that killed your brother! Viewpoint Apprentice: I didn't have a choice! Anakin: You always have a choice! You could've reported them, disarmed them and then left...but you killed them all. Viewpoint Apprentice: I didn't kill their families though. Anakin: Doesn't mean you wouldn't have if they were there. Eventually, both characters come to a precipice during the Trilogy that will determine if they fall to the dark side or stay to the light. Their choice will cause them to be on opposite sides and then they'll fight with Anakin slaying the Viewpoint Character as a Moral Event Horizon. This would work better because Anakin has killed a character that we might've grown attached to and we'll be sad because Anakin has become evil. The other possible character that I would add would be a scoundrel-type character. He wouldn't be a Han Solo, but it would be the same architype. A rogue who works on the fringe of society and gets pulled into circumstances way over his head through a job with the main characters. At first he won't want to get involved, but as the trilogy goes on, he'll become more attached to the main cast and will probably even die for them in the final movie. The character can have a prostetic limb where he stores his blaster rifle and can make snarky comments when someone asks about it. Example: Scoundrel: Like the arm? Anakin: What if I said yes? Scoundrel: I'd tell you to get your arm melted off by molten cortosis and then tell me if the prostetic is cool? Especially when it's made from the same metal that burnt off your first arm. Anakin: Nevermind, I happen to like my arm better. Scoundrel: So did I...life may take the choice from you though... You could even give him his own ship: The Platinum Swallow...Silver Owl...whatever...and an alien crewmate with a code of honor. (Twilek, Rodian, Transdosian, Ewok?) The point is, these characters would be an open door into greater character and universe exploration. The Prequels as they are just assumes for the audience to know too much about about Republic politics, the Trade Federation, the jedi code and rules, the characters and their relationships, and so on. 3. Better Lover Story Next, I'd retool the romance arc of Anakin and Padme. First by agging up Anakin a little bit, have it so that he was twelve when he left Tatooine and there's only a two year gap between the two of them. It also means that we'll have a more mature Anakin by Episode 2 instead of a whiny and obsessive brat. Also, I'd have Padme free Anakin's mom and have her as a paid servant during the first episode. Then Anakin can explain how he and his mom were slaves on Tatooine before he was found by Qui-Gon and Obi-Wan. This also gives a reason for Anakin to start having feelings for Padme and for Padme to have feelings for Anakin. As the Prequels stand, there is no real chemistry or reason for why they fell in love accept that the story said so. Sure, it's a better love story than Twilight and it's dynamic was appropriate for Anakin's eventual fall, but the writing and dialogue were horrible...and how Anakin won Padme's heart makes no sense and either exposes the weakness of this plot line and/or makes Padme into an idiot. Furthermore, it makes no sense for Padme to be resistant towards a romantic relationship. Sure, the life of a senator is tough, but there's nothing that forbids a senator from having a family. In fact, don't most named senators have some sort of family? At the same time, she shouldn't press it. The love relationship between Anakin and Padme should be gradual. Anakin could be trying to keep to the Jedi Code, but due to a revelation or a near-death experience, he'll stop fighting his feelings for Padme and confront her about them. Example: Anakin: I can't do it anymore... Padme: What? Can't do what Annie? Anakin: I can't lie to myself. I can't...just...shut away my feelings for you. As a Jedi Knight, I shouldn't have this attachment to you. Padme: To feel closeness is to be human Anakin. (Walks closer to him) There is nothing wrong with feeling affection for those close to you...but it will be harder for you...because you are a Jedi. Anakin: Maybe...(Turns to Padme) But how could it be wrong to care for the woman who saw beyond the slave on Tatooine? A woman who selflessly went back for that boy's mother when no one else would and has been there for both of us for the past ten years. Padme: So is it gratitude that you feel? Is that all you feel for me? Anakin: Not anymore...(face gets closer to Padme's) I don't care for you because I have to...I care because I love you. (Que passionate kiss scene) ((Apologies if that scene sounded corny, you do get the point right?)) 4. Show more about the Sith and their evilness In light of the Plagueus Novel and the canonical fact that Palpatine would often manipulate apprentices against potential replacements, let's change how the Sith are portrayed...or better yet, expand on it. Keep Palpatine in his role since it was a really good one. Master of the Sith and Chancillor of the Republic, a phantom menace who holds the threads of many schemes in republic space. That also includes the various sith apprentices and organizations that work under him. Have it so that there's a few other people with the name Darth and they all serve under Sidious, but Sidious is manipulating them against each other to find a worthy successor. But once Anakin comes into his own, Sidious starts sending them against Anakin and the crew to test their abilities and with each Darth that falls, Sidious brings Anakin closer and closer to the Dark Side. We could even have a sub-plot where a known and respected Jedi Knight falls to the darkside and becomes a Darth himself. As both a foreshadow for Anakin's own fall and something that will add drama to the story since the betrayal of this jedi will shake the beliefs and trust of younger jedi such as the viewpoint character and Anakin. In fact, this could be a situation that causes Anakin to better trust Palpatine and add to his eventual fall. 5. Add more consequence to the Clone Wars. As the Prequels stand now, we don't see or feel any impact that the Clone Wars is having on the galactic scale. Business goes on as usual on Coruscant and the only people who are dying in the millions are disposable clones fighting disposable droids in a great galactic war that we barely ever see. Sure, in the limited time scale of a movie, we can't see everything, but we don't see anything. The jedi never visit a memorial honoring jedi who have died thus far in the war, we don't see foodlines in the market square, we don't see millions of refugees pour in from conquered and besieged planets...in fact, the only time we ever see any harshness in this war that we see in the movie is Order 66, mainly when Yoda was sensing all of the jedi die or when Obi-Wan and Yoda found the bodies of the younglings in the Temple and the security hologram that showed Anakin serving Palpatine and killing his fellow jedi. But we needed more scenes like that. The tv series 2003/2005 and recent Clone Wars series' have both filled in this gap somewhat...but this is something that had to be addressed in the movies to add to the cinematic experience. Maybe it could be as simple as showing it's impact on the characters. Before the war, Anakin will be a reckless, but caring, kind and dedicated jedi...during the war, this will be tested when thrust into situations where he'll literally have to decide who lives and who dies...this and the death of his padawan, Ahsoka will leave Anakin bitter, distrustful and disillusioned by Episode 3...all the easier to fall to the dark side. 6. Show Noble Anakin This really goes without saying. As the Prequels stand now, one could say that Anakin was a bad apple from the start. He wasn't a noble warrior who fell to the darkside, he was just an obssessive, spoiled, murderous brat who just became worse. In fact, some such as ConfusedMatthew would go as far as to say that Episode 2 and Episode 3 Anakin were almost the same with Episode 3 only being nominally worse. This wouldn't be too hard really...just make Anakin a little closer to Luke's personality. Kind-hearted, optimistic, reckless, bold, cunning and loyal. Make him confident in himself and have a temporary arrogant streak, but have him grow out of it as the Trilogy goes on. Have him be a good person with a tragic flaw. Due to his backstory as a slave, he has a hard time with letting go of things that he can't control and fears losing those close to him. I actually liked that Anakin had this tragic flaw in the Prequels, the problem is that it's not very tragic when you don't feel sorry for the character with the flaw. That's just me though.