The Trade Federation boldly blockades Naboo with a ring of battleships. In response, the Republic sends Jedi ambassadors to negotiate a peaceful settlement.

The Trade Federation has no interest in negotiation. They instead attack Jedi Master Qui-Gon Jinn and his Padawan Obi-Wan Kenobi with battle droids.

Escaping to Naboo's surface, Qui-Gon Jinn saves Gungan outcast Jar Jar Binks from being trampled by the invading Trade Federation army.

Obi-Wan, Qui-Gon and Jar Jar warn the ruler of Otoh Gunga, Boss Nass, that the droid army will attack the Naboo surface-dwellers, and that the Gungans are not safe in their underwater city. Nass, however, wants nothing to do with the Naboo.

Traveling underwater in a Gungan bongo submarine, Obi-Wan, Qui-Gon and Jar Jar narrowly escape being eaten by huge creatures like the opee sea killer.

In the Naboo capital of Theed, Queen Amidala refuses to sign an unfair treaty with the Trade Federation, and with the help of Obi-Wan and Qui-Gon, she escapes her battle droid captors and flees the planet.

Queen Amidala's Royal Starship is damaged during the escape and must land on the desert planet of Tatooine for repairs. Qui-Gon, Jar Jar, R2-D2 and the Queen's handmaiden, Padmé, venture to the port town of Mos Espa in search of help.

Qui-Gon finds the parts he needs to repair the ship in Watto's junk shop, but the shifty Toydarian dealer resists being mind-tricked into accepting Republic credits.

Slave boy Anakin Skywalker, who works at Watto's junk shop, invites Qui-Gon, R2-D2 and Jar Jar back to his home where they meet his mother, Shmi Skywalker.

Anakin shows Padmé his latest project -- a protocol droid named C-3PO that he's building to help his mother around the house.

To get their badly needed starship parts, Qui-Gon bets with Watto over a Podrace to cover repair costs of the Royal Starship. Anakin Skywalker will compete in the race, eager to help his new offworld friends.

Podracer pilots from across the galaxy line up at the Boonta Eve Classic race, including a devious Dug named Sebulba who will do anything to win.

Using his expert racing skills -- and natural ability with the Force -- Anakin wins the Boota Eve Race! He not only wins the parts the Queen's starship needs, but thanks to a cleverly crafted wager by Qui-Gon, Anakin wins his freedom!

Anakin proves very strong in the Force, and Qui-Gon wishes to take him into the Jedi Order. Anakin must say good-bye to his mother, Shmi. He promises to return to free her from slavery.

On their way back to the Royal Starship, Qui-Gon and Anakin are attacked by a shadowy warrior. This is Darth Maul, apprentice to Sith Lord Darth Sidious. Leaping from his speeder bike, Maul engages Qui-Gon in a fierce lightsaber battle as Anakin runs to the ship to join the others.

Safely back on the ship after a close call with the Sith Lord, Qui-Gon introduces Anakin to his apprentice, Obi-Wan Kenobi.

The Queen's ship arrives on Coruscant, capital of the Republic. Queen Amidala and Senator Palpatine of Naboo take their world's plea for help before the Galactic Senate. Amidala is disgusted to see her request stalled by government bureaucracy and corruption. At Palpatine's urging, Amidala moves for a No Confidence vote against Chancellor Valorum.

Qui-Gon brings Anakin Skywalker before the Jedi Council. Yoda questions Anakin, but to Qui-Gon's disappointment, the Council refuses to train him as a Jedi. Qui-Gon offers to train him anyway, against the Council's wishes. He believes Anakin is the Chosen One of an ancient Jedi prophecy. Though Qui-Gon can't train Anakin, he does keep the boy at his side as the Jedi return to Naboo.

Amidala, tired of the politics of Coruscant, decides to take action and return to Naboo. The Jedi accompany her as protectors, but they will not wage a war on her behalf. She has other plans, however, that involve Jar Jar Binks and the Gungans.

Amidala and her entourage find Boss Nass and his people hiding in the Gungan sacred place. Handmaiden Padmé surprises all by revealing that she is the queen in disguise, and kneels before Boss Nass, pleading for him to join forces against the Trade Federation. Nass is honored by Padmé's humble request.

As Naboo and Gungan resistance forces gather, Darth Sidious orders the Trade Federation viceroy to wipe out Amidala and her army.

Amidala, her soldiers and handmaidens, and the Jedi and Anakin infiltrate the main hangar in Theed Palace. They must blast their way past Trade Federation battle droids to get to the throne room to capture Nute Gunray.

Their path is blocked by Darth Maul, who is armed with a double-bladed lightsaber. The fierce Sith Lord duels with both Obi-Wan and Qui-Gon at the same time.

Anakin finds a hiding place in one of the empty Naboo starfighters loaded with R2-D2 sitting behind him. Pushing buttons at random in the cockpit, Anakin tries to find the weapons trigger to help the Queen fight off destroyer droids.

Meanwhile, on the plains of Naboo, the Gungan Grand Army fights bravely against the droid army, with Jar Jar Binks serving as a general.

Anakin accidently pilots the starfighter into a space battle, where Naboo pilots are trying to destroy the orbiting Droid Control Ship. Anakin's fighter is hit and crash-lands inside to Control Ship's hangar.

Their starfighter surrounded by battle droids, Anakin fires off proton torpedoes at the Control Ship's reactor setting off a series of explosions. As Anakin flies out of the hangar, the Trade Federation ship explodes.

On Naboo's surface, the battle droids shut down without the support of the Droid Control Ship. The Gungans are victorious and Naboo is freed.

Meanwhile, Padmé retakes her throne room with the help of her handmaiden decoy. She forces Nute Gunray to surrender.

Deep inside Theed's power generator, electron rays block Obi-Wan from helping his Jedi Master Qui-Gon battle Darth Maul. Suddenly catching Qui-Gon off-guard, Maul thrusts his lightsaber into Qui-Gon's abdomen, killing him.

Forced into the melting pit while battling Darth Maul, Obi-Wan uses the Force to grab Qui-Gon's fallen lightsaber and cuts Darth Maul in two.

With Naboo freed, Senator Palpatine returns to his home planet with good news. He has been elected Supreme Chancellor of the Republic. The crisis on his planet caused many to vote for him out of sympathy. Palpatine meets young hero Anakin Skywalker, and says he will watch his career with great interest.

At Qui-Gon Jinn's funeral, Obi-Wan carries out Qui-Gon's dying wish and accepts Anakin as his Padawan learner.

A huge parade is held in honor of the great victory for Naboo and the Gungans. A new era of peace is forged on the planet, though the galaxy has not heard the last of the mysterious Sith Lords...