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The things to keep from Phantom Menace are its obvious strengths, which are a lot easier to list comprehensively than its weaknesses, and include

Introducing varied lightsabers and Jedi powers not seen in the original trilogy.

– Podracing.

– The soundtrack.  John Williams’ “Duel of the Fates” in particular is one of the best parts of the entire prequel trilogy and one of the few elements of the Phantom Menace that set an appropriately apocalyptic tone.

– Darth Maul.  He was possibly the most effective character in the movie due to his gravitas and general badassery.  Also, you had a serious nerdgasm the first time you saw that double-bladed lightsaber.  But a lot of improvement could be made by giving him more screen time, a little more dialogue, and better building him up as a serious villain by letting him cause havoc throughout the movie, not just at the very end, and establishing him as an almost unstoppable killing machine.

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