George Lucas' Cancelled Star Wars Show Would Have Cost Over a Billion Dollars

To paraphrase Jedi Master Mace Windu: “The budget will decide your fate.” In 2005, Star Wars creator George Lucas made his first convention appearance since 1987 to celebrate Star Wars: Episode III — Revenge of the Sith, at the time the saga’s sixth and final film. It was there that Lucas announced two Star Wars TV shows: the half-hour CG-animated series The Clone Wars (which debuted on Cartoon Network in 2008) and a live-action drama to be set between Episode III and Episode IV, bridging the events of the prequel trilogy and the original trilogy.

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The latter would be as dark as its eventual title implied: Star Wars: Underworld.

“I think we had over 60 scripts [written], third draft scripts,” Rick McCallum, Lucas’ producer on the Young Indiana Jones TV series and the Star Wars prequel trilogy, said during a recent appearance on the Young Indy Chronicles podcast. “These were dark. These were sexy, they were violent, they were just absolutely wonderful, complicated, challenging. I mean, it would have blown up the whole Star Wars universe, and Disney definitely would have never offered George to buy the company [laughs].”

“It’s one of the great disappointments of our life,” McCallum said of the series that never materialized. “But the problem was, each episode was bigger than the films. So the lowest I could get it down to, with the technology that existed then, was about $40 million dollars an episode.”

$40 million per episode times 60 episodes comes with a price tag of $2.4 billion, or nearly half the $4.5 billion that The Walt Disney Company paid to acquire Lucasfilm in 2012. (In 2008, Lucas revealed he planned to do “100 episodes no matter what.”)

For comparison, HBO spent between $10 million-$15 million per episode producing the later seasons of Game of Thrones and $20 million per episode on spinoff House of the Dragon (or $200 million for the 10-episode first season), which means even just a 10-episode season of Underworld — a tenth of what Lucas envisioned — would have carried a price tag of $400 million, a number that dwarfs most of the expensive movies ever made. A 100-episode run at $40 million per episode would almost make Amazon’s costly Lord of the Rings: The Rings of Power series look quaint.

“We are trying to figure out a different way of making movies. We are looking for a different technology that we can use, that will make it economically feasible to shoot the show,” Lucas said in 2011. “Right now, it looks like the Star Wars features. But we have to figure out how to make it at about a tenth of the cost of the features, because it’s television. We are working toward that, and we continue to work towards that. We will get there at some point. It’s just a very difficult process.”

Lucas added that the technological advancements of Star Wars: Underworld would “dramatically affect features, because feature films are costing between $250 to $350 million. When we figure this out, they will be able to make a feature film for $50 million.”

Lucas first described the then-untitled live-action television series as a spin-off “with some characters who have appeared before,” he said at Star Wars Celebration III. “Like on The Young Indiana Jones Chronicles, we want to write all the stories for the entire first season all at once. I’m going to get it started, and hire the showrunners and all of that, then I’ll probably step away.”

By 2008, Lucas told Total Film Magazine that Lucasfilm had spent a year designing sets, environments, vehicles, and aliens for the still-untitled live-action Star Wars show, which he called “a little bit more experimental.” (Reported test footage that leaked online in 2020 showed Underworld‘s completely computer-generated environments and the seedier side of the Star Wars galaxy.)

“It’s a lot more talky,” Lucas added. “It’s more of what I would call a soap opera with a bunch of personal dramas in it.” Where the original Star Wars saga was inspired by the Flash Gordon serials of the ’30s, the spinoff series “would be more based on film noir movies from the ’40s.”

“It takes place over the 20 years when Luke’s growing up, but it’s not about the Skywalkers or any of that stuff,” Lucas explained. “Like in Episode IV — you hear about the Emperor, but you don’t actually see him. People live in the Empire, but you don’t see Stormtroopers. It’s a completely different idea, which is risky. But that’s the only reason I’m doing it. Some people will inevitably say, ‘It’s not what I think of as Star Wars.’ So who knows, it may work or it may not.”

It did not work. In a 2010 update, McCallum revealed that the live-action show was “on hold because we have scripts, but we don’t know how to do them,” he told the fan site Rebel Scum. “They literally are Star Wars, only we’re going to have to try to do them [at] a tenth of the cost [of the movies]. It’s a huge challenge — [a] lot bigger than what we thought it was gonna be.”

McCallum later described the series as “much darker” and “much more adult” than the films, comparing it to The Empire Strikes Back “on steroids.” The Underworld series was to be set on Coruscant, the once glistening capital city of the galaxy that was home to the Grand Jedi Temple and the Galactic Senate before Imperial rule.

Star Wars: Underworld would eventually be shelved, and Lucas would sell his company to Disney in 2012. Under Disney, the Kathleen Kennedy-led Lucasfilm would go on to launch the first-ever live-action Star Wars series, The Mandalorian, in 2019. The streaming series, which also developed new technology, cost a reported $100 million for its eight-episode first season, or about $12.5 million per episode.

Like Star Wars: Underworld, Disney+’s spinoff and feature film-spawning Mandalorian series follows a bounty hunter and is set in the often gritty underworld of the galaxy far, far away.