From: Grace E. Stroud Sent: Thu 10/26/00 8:10 a.m. 
To: 'lhale@lucasfilm.com'
Subject: Touching base

Lynne:

First off, Jim [Gianopulos] and Tom [Rothman] couldn't be more pleased 
with what they've seen. "Blown away" is the buzz around here, as I'm 
sure has been communicated to Rick [McCallum] and George [Lucas]. (You 
certainly are all going to make it hard to hate Vader/Anakin in the 
old movies after making us watch the hell he goes through here!) We 
are, as always, so terribly honored to be part of this historic 
franchise.

"Also, from a storyboard we appear to be seeing a little nipple in the 
bosom region, but we're suspecting that to be the work of an 
overenthused artist? (Rick told us how they can be.)" 

We did, however, want to pass along some slight concerns we've had 
here regarding the MPAA [Motion Picture Association of America]. Based 
on the footage you gracefully allowed Jim and Tom to view, as well as 
the script notes, our team is concerned that SW2 ["Star Wars: Episode 
II"] is treading into PG-13 territory, or, even more troubling, R. 
While we understand that this is still very much a work in progress, 
George's films have always been so all-inclusive, so universal we 
thought even he might appreciate this heads-up.

With regards to the following notes, please do not misconstrue us to 
say that we would *not* release a non-PG-rated SW2. Also, please do 
not misconstrue us to say we would *not* go to the mat for George's 
vision. We understand how important it is to him for this episode to 
be about the characters, about their lives, however troubled they may 
be. At the end of the day, we just want what's best for the film. As 
does, of course, your talented team.

Specifically, though, we have red-flagged the following sections:

-Anakin [Hayden Christensen] and Padme [Natalie Portman] on Naboo 
after the space-bike race. The love story is obviously sweet (the 
romantic triangle with Obi-Wan [Ewan McGregor] even better!), and 
Hayden's performance wowed us all. The concern here is the sequence 
in the garden. It seems to play too rough, especially for younger 
viewers who may still be coming to terms with this suddenly grown-up 
version of young Anakin. ("Oh, that I could drive myself into you, not 
to satisfy myself, but to satisfy you...to fill you with my seed.") A 
little grown-up. Also, from a storyboard we appear to be seeing a 
little nipple in the bosom region, but we're suspecting that to be the 
work of an overenthused artist? (Rick told us how they can be.) In a 
perfect world, we wouldn't change a thing here (except perhaps adding 
a quick reference to the importance of being responsible to one's sex 
partner). Unfortunately, in these political climes the MPAA is quite 
sensitive. Our concern is a "strong sex scene" declaration, which 
would draw the R.

-Mace Windu [Samuel L. Jackson] forces himself on Shmi [Pernilla 
August] prior to the Tatooine uprising. Kudos to George and team for 
raising the stakes. The rape act clearly deepens the relationships and 
characters and motivations, and really moves us into the third act. A 
compelling sequence. But much as we expressed in the item prior, this 
really seems to be taking SW2 in an all-new, all-adult route. Although 
we understand the graphicness is restricted to a shove and a mild 
tearing of a garment (his), we are concerned that the mere hint of 
violence and crude behavior will bring the PG-13, at least. One more 
thing that we hesitate to broach: We're sure no one needs to be 
reminded of the criticism heaped, unfairly, at the franchise over the 
years for a supposed lack of diversity. To then bring aboard an actor 
the level of Sam and ask him, as the franchise's first, *real* African-
American leading man, to play a rapist...well, it does give one pause. 
Again, far be it from us to question George. Just some grist for the 
mill. We really do love the rape!

"To bring aboard an actor the level of Sam and ask him, as the 
franchise's first, real African-American leading man, to play a 
rapist...well, it does give one pause." 

-Anakin beheads Shmi. Clearly, this is the kicker of all kickers. Jim 
said: "Better ending than Empire." You're surely going to have the 
audience right where you want them on this one. The problem here is 
more with tone than execution. Again, because the overall tone here is 
so much more real, so much more raw than the other SW movies, we feel 
we run the risk of an "intense" violence brand, cause for the R. In 
SW1, even the Darth Maul death sequence (a vivisection) rated us no 
worse than "sci-fi violence," and a PG. But we think we can all agree 
that SW1 was much more fantasy-like in tone. The audience's emotional 
investment is much lower in a Darth Maul. But when Anakin accidentally 
lightsabers his mother as he flails away at Palpatine...It's certainly 
no more visually graphic, but emotionally, it borders on hard-core. We 
really believe this scene is going to be the big sticking point with 
the MPAA. Combined with the elements mentioned above, we feel we would 
be hard-pressed to bring this movie in at PG.

Again, overall, we are so thrilled. We just want to give George and 
his team every opportunity to reach as many people as possible with 
this wonderful, powerful story. We are here to advise and help and 
would consider ourselves blessed if you chose to bounce any story 
ideas off us. Tom, in particular, is an ardent Jar Jar booster and has 
some cogent thoughts on his assassination sequence that he would be 
more than willing to share. Please let us know how we can be of 
assistance and how we can all avoid any unpleasantness down the road.

Regards,

Grace E. Stroud
Senior V.P., Domestic
Fox Filmed Entertainment