The name Star Wars: Underworld is likely to draw only blinks or blank stares today, but 17 years ago George Lucas sat onstage before an assembly of awestruck fans and hit them with a piece of news that would be everywhere if it broke now: “We’ve been talking about a Star Wars TV series…”
It was 2005. There was no Twitter or TikTok, and Facebook was a college website still a year from opening to the public. Revenge of the Sith hadn’t even debuted. And if anyone had said the words Disney+ back then, the most likely response would have been: “Disney plus what?”
So the revelation about the TV series did not generate the same shock waves you’d expect today. First Lucas mentioned that he was developing a half-hour-long, digitally animated series called The Clone Wars. Only then did he mention the plan to bring the epic scale of Star Wars moviemaking from the big screen to people’s living rooms. “We’re also working on a live-action series, a spin-off,” Lucas told the crowd at Star Wars Celebration III in Indianapolis. “Not with the main characters but with other characters from the Star Wars universe. We’ll be trying to put that together in the next year. And then we have to write a year’s worth of scripts, so we can do it the way we did Young Indiana Jones.”
The Clone Wars animated show debuted in 2008, taking fans on a long-running journey that delved deeper into a universe that was only partially glimpsed in the feature films. However, the live-action series, which would become known as Star Wars: Underworld, would never be seen by anyone.
Today, the only details we know about Underworld come from old interviews by Lucas and members of the writing and producing team, many of which are no longer even online. There’s also a mysterious clip of test footage (featured above) and behind-the-scenes material (featured below) that circulated widely years after the show was abandoned.
Underworld might have never become a reality, but without it—and the virtual world technology it helped pioneer—we wouldn’t have The Mandalorian, Baby Yoda, or the array of actual new Star Wars shows now on the way, like this month’s Obi-Wan Kenobi, the upcoming Rogue One prequel, Andor, and the Ahsoka Tano series. Underworld is still invoked at Lucasfilm as a crucial experiment that helped clear the runway for these shows, even if it never took off itself.
Underworld was too far ahead of its time. Too expensive to bring to screens. But too intriguing to forget completely.
“I think part of the reason there was a reluctance to even ever think of Star Wars on television is we have to create everything,” Lucasfilm president Kathleen Kennedy tells Vanity Fair in a new interview. “Nothing exists. We can’t walk down the street of New York City and start filming. We have to create the world. It’s constant world-building. Every ship, every speeder bike, every bit of costuming, everything has to be created. So it’s a huge expense.”
That, she said, is what held back Underworld when Lucas began trying in the late 2000s. Impossible is the word she uses. “Impossible to make that.”
Kennedy only took over as head of Lucasfilm in 2012, just as Lucas reached a deal to sell the company to Disney. But she has known and worked with him for most of her adult life, starting with Raiders of the Lost Ark. Many of the hard lessons Lucas learned on Underworld helped guide the development of the current slate of Star Wars programs. “I think he knew that he was experimenting in the development/writing stage and hadn’t ever looked at whether or not it could be produced,” Kennedy says.
One of the writers on Underworld, Ronald D. Moore, now best known for Outlander and his reboot of Battlestar Galactica, told Inverse in 2017 that Lucas was trying to forge big ideas first, then figure out a way to bring them to fruition at the smaller cost required for an episode of television. “His mandate on the scripts were: ‘Think big. Don’t have any worries. We’ll make it. Budget is no object,’” Moore said. “So we wrote these gigantic pieces.”
But the budget did turn out to be an object. And Underworld slammed into it at full speed.
“Imagine an hour’s episode with more digital animation and more visual effects, and more complicated in terms of set design and costume design than a two-hour movie that takes us three years to make, and we have to do that every week. And we only have $5 million to do it. That’s our challenge.” This was Rick McCallum, Lucas’s producer on the prequels, laying out the budget difficulties for Underworld in a January 2012 interview with Collider.
By the time he said those words, the show had already been mothballed, although McCallum kept open the possibility it might return. Barely. “It’s not a challenge that I think can be dealt with in the next year or two years,” he said. “I think it’s gonna be a little bit more longer-term goal.”
Kennedy now says Lucas put the show on hold “the minute he realized no one would ever step up and spend the money required to do something like that.” The problem was creating vast, otherworldly settings without actually sending the crew anywhere or literally building a futuristic world. The settings had to be done inexpensively but believably. The show had to be cheap without looking cheap.
The test footage was crafted by the postproduction company Stargate Studios, which first made it public in 2011. Then it was rediscovered and circulated on social media nearly a decade later, turning into a phenomenon in 2020. It shows a Rebel spy fleeing from some Stormtroopers through a neon-lit urban setting full of hovering vehicles, alien beings, and shuffling droids. It’s only about five minutes long, followed by another video showing the clip’s behind-the-scenes creation. Almost none of what viewers see onscreen really exists, except for a handful of primary actors and the props and sets they touch.
Sam Nicholson, the founder and CEO of Stargate Studios, tells Vanity Fair it was a “groundbreaking test” for the company at the time. “The creative direction was to make it darker and grittier than the original film, using all virtual sets. We composited everything in real time on a green screen set,” he says. “The Star Wars fan club showed up as Stormtroopers, and Lucasfilm gave us all the wardrobe and cut us loose to create anything we wanted to prove the production technique.”
He said the short was created in two days in 2010. The dialogue, as it turns out, was written and added after the fact once Lucasfilm liked the way the visuals turned out. Skywalker Sound technicians wove in spoken words that were recorded separately, then they added music and sound effects from the company audio library. “It’s the only film I’ve ever shot and directed first, then wrote a script to fit the picture after we wrapped,” Nicholson says.
It was an impressive test, as the craze around it a decade later would prove. But could it be replicated repeatedly on a vast scale? Making a proof of concept short was one thing; doing it for a full hour, dozens of times a year for multiple seasons, was simply too complicated and expensive at the time.
In 2007 and 2008, VFX supervisor Richard Bluff collaborated closely with Lucas on Underworld as Industrial Light & Magic’s chief of virtual landscapes. The cost-saving tech they needed simply wasn’t possible then, no matter how much they pushed it forward. “I’d worked on Revenge of the Sith, the last Star Wars movie he did, and I knew then, working in the digital matte departments, what the tools and the techniques were to create these environments,” Bluff tells Vanity Fair. “A few years later, working on this TV show with George, they were largely the same tools. And there really wasn’t that breakthrough that he was looking for—beyond squeezing the time.”
It would take about another decade before ILM would develop StageCraft, the vast digital wall that essentially turns simulated backdrops into photorealistic location shoots—all without having to leave the comfort of a Manhattan Beach soundstage. Today, Bluff helps lead the VFX department on The Mandalorian, and he was one of the key people who brought that technology to life. Its advent came just in time for that Disney+ show, but too late to save Underworld.
“When George came down to Manhattan Beach and looked at what we were doing, he was like, ‘Oh, this is what I wanted to do,’” Kennedy says.
What was Underworld actually about? The test footage doesn’t answer that; it was just a brief experiment to show the technology. It wasn’t directly created by Lucas and didn’t utilize any of the scripts for the show. Some details of Underworld’s intended story did emerge during the development phase, but even those are vague.
Within the Star Wars chronology, Underworld was set after the events of Revenge of the Sith, with the Empire domineering the galaxy from the capital world of Coruscant, which features prominently in the prequel films. The elite and powerful exist on the surface of what is essentially a planet-size city, but the working class, the poor, and the desperate exist in the layers below. That’s where the series would focus its attention. Hence the name: Underworld.
“The Emperor and Darth Vader are heard about—people talk about them—but you never see them because it doesn’t take place where they actually are,” Lucas said in a 2007 interview with TV Guide. “There are Stormtroopers and all that, but there are no Jedis.”
There were no Jedis, of course, because they were all but exterminated at this point in the story. While Lucas suggested the main characters would be “minor” figures from the movies, he never hinted at who they might be. Moore, one of the Underworld writers, later revealed that Vader would have eventually made a special guest appearance. “He was going to show up for a big two-part episode where there was this big uprising happening, and there was a crackdown on things that were happening on Coruscant,” he told Inverse. “Vader shows up and is kind of like, ‘We’re gonna stop all this shit right now.’”
When Lucas realized the show might never happen, he began weaving his favorite story points into the animated show so that they would make it to viewers in some way. “There’s a lot of evidence of it in what we did in Clone Wars,” says Dave Filoni, who helped create that show with Lucas and now is executive producer of The Mandalorian and a key Lucasfilm creative executive. “There were basically some of the big set pieces, like the big transportation tube from the surface of Coruscant to the underworld was a main feature in the live-action series. We recreated it very faithfully to what George wanted it to be for Clone Wars.”
Underworld also would have focused on the criminals who thrived in a time of tyranny, operating on the fringes of war, oppression, and destruction. The masked alien gangsters known as the Pyke Syndicate were central to its story. They would later be featured prominently in the animated stories and the stand-alone film Solo before becoming the primary foes in the recent Disney+ series The Book of Boba Fett. “You’ve got this broadening of criminal syndicates and underworld elements that I think still affects Star Wars to this day,” Filoni says. “The Pykes are the ones that we played with the most. There were other criminal underlings and families and crime lords that George had come up with.”
Lucas told TV Guide he had thus far worked on 40 episodes, and even today the contents of those stories remain under wraps. Lucasfilm declined to share any concept materials or scripts from Underworld. Filoni wasn’t directly involved in that show, but was familiar with it because of his concurrent work on The Clone Wars. Underworld will probably never be resurrected; but that doesn’t mean its story isn’t still alive in other ways.
“It’s something we’re very precious with at Lucasfilm because it represents this big piece of work that George did before he basically left Star Wars,” Filoni says. “We’re constantly poring over it because, to me, even though it remains unproduced, the ideas in it are what makes it so valuable. The ideas are real and true to Star Wars because it’s created by George.”
Lucas himself was fond of digging into his own archive and salvaging unused ideas from the original Star Wars movies. Now Underworld is part of that tradition.
“We’ve taken designs over the years that were done in ’77, and George would pull them out for Clone Wars and say, ‘Well, I always liked this. We should figure out a place for this,’” Filoni says. “I think in time, you’ll find with Star Wars that there’s a place for everything. We just have to find it.”
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