The year is 1999, and a new Star Wars movie was coming out for the first time in 16 years. To say that people were excited is putting it mildly; no film since – not even the sequel trilogy – has come close to the anticipation the world had for Menace. No matter where you went, you were bombarded with commercials, promotions, toys, and this thing. And on May 19^th, my family and I went to the theater, took our seats, and were caught up in the thunderous cheers of the audience as the title finally appeared… And then we were informed that the taxation of intergalactic trade routes was in dispute.

Uh oh.

Two hours later, we walked out into the night, and I was… satisfied. The Phantom Menace wasn’t the masterpiece of escapism I had hoped it would be, but I still liked it. Unfortunately, a lot of other people didn’t, and the film became synonymous with everything that was wrong with Star Wars, becoming the butt of a great many (admittedly hilarious) jokes.

Yet, as the decades have passed, views towards The Phantom Menace have softened, to the point where many in the Star Wars fandom look back on it fondly. Thus, in the spirit of celebrating the film’s 25^th anniversary, here are 10 great things about The Phantom Menace.

1. It tells a new story

If The Phantom Menace was made today, it would lean heavily on nostalgia and familiar story beats from previous films (as The Force Awakens would do decades later), but George Lucas didn’t do that. Instead, he told a new story about the twilight of a democratic republic that was rotting away from within, a logical counterpart to the original trilogy’s saga of fighting to save the galaxy from a fascist empire. And while we do get some returning characters and locations from the original trilogy, almost everything else in Menace – from Naboo, Coruscant, Luke and Leia’s mom, a look at how the galaxy’s government runs, and our very first look at the Jedi order – are fresh and unique. Even if the story didn’t quite work out as fans had wanted, Lucas is to be commended for trying something new and not just re-telling a story that had already told.

2. Qui-Gon Jinn

While it’s great to see Obi-Wan Kenobi in his younger years (played wonderfully by Ewan Mcgregor), my favorite character of Menace is his tutor, Qui-Gon Jinn. Jinn is a fascinating Jedi who, instead of the orthodox Obi-Wan and dogmatic Yoda, seeks to follow the spirit of Jedi law instead of its letter. He believes in focusing on the moment, listening to the Force, and doing what’s right, regardless of what others think, even if it involves bending the rules to achieve a greater good. But most of all, he’s a good man who doesn’t talk down to others:

With Liam Neeson’s warmth, focus, authority, and just a touch of mischievousness, Qui-Gon remains my favorite Jedi in the Star Wars saga.

3. Anakin Skywalker

Much has been written over the years about how ill-advised it was to have Anakin Skywalker be a 9 year old kid in Menace, and even more has been written about Jake Lloyd’s portrayal of the galaxy’s most infamous Jedi. While I agree that it probably would have been better to introduce him as a teenager, I still think Anakin’s fine in the film; he is, after all, a 9 year old boy and acts like it. And much like how even Sauron was not evil in the beginning, I liked seeing the boy who would be Vader as an innocent kid who – despite being a slave his whole life – is still compassionate and helps total strangers without any thought of reward. It’s a refreshing reminder that Vader didn’t start out as an evil little brat who enjoyed force-choking other kids who stole his blue milk at lunchtime, but an ordinary person who could do either great good or great evil.

4. The Prophecy of the Chosen One

Perhaps no other trope has been done to death than prophecies about chosen ones who will save the world, and Star Wars has its own with the prophecy of the one who will bring balance to the Force. But Menace smartly and cleverly uses this trope to add a whole new layer of depth to Anakin. In the original trilogy, he was little more than glorified muscle for the Emperor, but here we learn that he was created by the Force itself to bring balance, turning Vader into a tragic figure who could have been the most powerful and most famous Force user in history, but became a cripple who lost everything due to his fear of loss. This twist is an excellent example of a prequel enriching a previous story by adding more complexity that originally didn’t exist, letting us see beloved characters in a new light that makes them even more compelling than before.

5. The Jedi Order aren’t the heroes we thought they were

Throughout the original trilogy, the Jedi were revered as mythical beacons of truth, justice, and the American way. In Menace, we finally see them in their heyday… and discover that they’re a dogmatic, self-righteous cult. While the corruption and fallibility of the Jedi would be explored in subsequent movies (and get really torn apart in The Last Jedi decades later), Menace shows how, as the Republic became corrupt and decayed from within, so too, did the Jedi order, and nowhere is this more telling than when the Jedi council tests Anakin:

Rather than being compassionate and understanding towards this little boy who has do to leave everyone and everything he’s ever known to follow a dream, they treat him with contempt and refuse to take him on because he’s too old, revealing that the Jedi – for all intents and purposes – brainwash children into their order without giving them a choice on if they want to join or not. And in one of the saga’s biggest twists of irony, this lack of compassion and decency towards Anakin sows the seeds of the council’s own destruction at his hands years later. (Notice the death-glare Anakin gives Mace when he says that Anakin won’t be trained.)

The Last Jedi may have been mocked for trying to subvert audience expectations, but Menace did it first by making the Jedi order horribly flawed instead of morally pure defenders of the light. While their individual members may be good beings dedicated to doing what’s right, their organization was as decayed as the Republic they served.

6. The Beauty of Naboo

While Tatooine once again comes back to showcase its endless seas of sand, dirt, and rock, Menace takes us to two new planets: Coruscant and Naboo. Coruscant is a breathtaking example of a city-planet, but Naboo easily takes the award for the most beautiful planet in the Star Wars universe.

With beautiful rolling green hills, towering waterfalls, Byzantine buildings, and Baroque/Rococco interiors, Naboo is a gorgeous example of a sci-fi society that has achieved harmony with nature, and becoming a place you’d actually want to visit and live in. (Yeah, electing pre-teens to be their leaders is an odd quirk, but eh.)

7. The Podrace

If someone asked you to imagine The Phantom Menace with a single scene, the climactic lightsaber fight at the end would probably come to mind. But coming in close behind would probably be the podrace, and with good reason: ILM pulled out all the stops to create a fast-paced, exciting, outer-space remake of the legendary chariot scene from Ben-Hur, and they succeeded.

While its story purpose is a bit silly (Anakin needs to win so that his new friends can get a new engine for their spaceship), the sequence is a visual and audio marvel, and gives Anakin a chance to show off his mechanical and piloting skills. It’s a scene like no other in the Star Wars saga, and a thrill ride no matter how may times you see it.

8. Sio Bibble

There’s a politician in the Star Wars universe named Sio Bibble who looks like he’s a human-sized gnome. I love it!

9. Duel of the Fates

It may still be affectionately mocked 25 years after it was released, but The Phantom Menace does one thing perfectly, and that’s the legendary battle between Obi-Wan, Qui-Gon, and Darth Maul at the film’s climax. Before the film came out, lightsaber fights were slow, grounded, and realistic duels between inexperienced moisture farmers, old men, and asthmatic space cyborgs. But here, George Lucas showed what duels were like between Force-users in their prime with jumping, flipping, and multiple combatants, double-bladed lightsabers, and one of the most incredible pieces of music John Williams has ever composed. Lucas succeeded so well that this type of fighting remains the standard in all Star Wars media to this day, and the fight itself remains arguably the most epic in any of the films.

But beyond the exciting visuals and music, there’s a deeper theme at work here: This fight isn’t just about Jedi fighting Sith, but is a duel for the fate of Anakin’s soul. If Qui-Gon won, he could have potentially helped Anakin stay in the light… but Obi-Wan was left to take up Anakin’s training, a move that, as he will admit to Luke many years later, had disastrous consequences for the galaxy.

10. The Phantom Menace

Though there are deaths, military occupations, and Anakin leaving his mother, The Phantom Menace is a lighthearted story that ends on a happy note: Naboo is liberated, Darth Maul is vanquished, The Trade Federation can kiss their trade franchise goodbye, and Anakin begins his Jedi training… but as the film’s credits come to an end, and the final, quiet notes of Anakin’s theme fades out, we hear the distant echo of Darth Vader breathing.

For years, I’ve just enjoyed it as a chilling easter egg reminding us of Anakin’s dark destiny, but it wasn’t until recently that I realized that, in a way, Anakin himself is the Phantom Menace. Though Palpatine is the greatest evil in the Star Wars galaxy and has started his plan to gain ultimate power, it’s Anakin who will destroy the Jedi, terrorize the galaxy, and, in the end, kill Palpatine. He’s the ultimate threat to everyone in the film, and no one – not even Palpatine himself – suspects this. Thus, hearing Vader’s breathing is a reminder that while Palpatine is the one calling the shots, it’s Anakin who will bring them all down.

Those are my favorite ten things about The Phantom Menace. What are yours? Sound out below in the comments!