• Liam Neeson as Qui-Gon Jinn, a Jedi Master who discovers Anakin Skywalker and under the belief that he is destined to bring balance to the force as the prophesied "Chosen One", insists that the boy be trained as a Jedi, despite the Jedi Council's refusal to do so. Lucas originally wanted to cast an American actor in the role but cast Neeson (who is Northern Irish) because he considered that Neeson had great skills and presence. Lucas said Neeson was a "master actor, who the other actors will look up to, who has got the qualities of strength that the character demands."
• Ewan McGregor as Obi-Wan Kenobi, Qui-Gon's twenty-five-year-old Jedi Padawan, who holds his master in high regard but questions his motives at times, especially when it seems he is breaking the rules of the Jedi. McGregor was cast from a shortlist of fifty actors, all of whom had to be compared to pictures of young Alec Guinness, who portrayed the elderly Obi-Wan, to make a believable younger version. McGregor had a vocal coach to help his voice sound closer to Guinness's. He also studied several of Guinness's performances, from his early work and the original Star Wars films.
• Natalie Portman as Padmé Amidala, the fourteen-year-old Queen of Naboo, who hopes to protect her planet from the Trade Federation's blockade invasion. Throughout most of the film, she uses her birth name Padmé Naberrie and poses as one of the queen's handmaidens for protection. Over 200 actresses auditioned for the role. The production notes stated that "The role required a young woman who could be believable as the ruler of that planet, but at the same time be vulnerable and open". He stated, "I was looking for someone who was young, strong, along the lines of Leia [and] Natalie embodied all those traits and more". Portman was unfamiliar with Star Wars before being cast, but was enthusiastic about being cast as a character she expected to become a role model. Portman said, "It was wonderful playing a young queen with so much power. I think it will be good for young women to see a strong woman of action who is also smart and a leader."
• Jake Lloyd as Anakin "Ani" Skywalker, a nine-year-old slave boy and a skilled pilot who dreams of becoming a Jedi. Hundreds of actors were tested across the UK, Ireland, Canada and the United States before the producers settled on Lloyd, who Lucas considered met his requirements of "a good actor, enthusiastic and very energetic". Producer Rick McCallum said that Lloyd was "smart, mischievous, and loves anything mechanical—just like Anakin."
• Ian McDiarmid as Palpatine / Darth Sidious, a middle-aged senator of Naboo and a secret Sith Lord who orchestrates the invasion of his home planet to get elected Supreme Chancellor. He is the Trade Federation's mysterious benefactor, and the titular "Phantom Menace". McDiarmid was surprised when Lucas approached him sixteen years after Return of the Jedi to reprise the role of Palpatine, having assumed that a younger actor would play the role in the prequel films.
• Ahmed Best as Jar Jar Binks, a clumsy Gungan exiled from his home and taken in by Qui-Gon and Obi-Wan. Best was hired after casting director Robin Gurland saw him on a Stomp performance in San Francisco. Best was originally intended to provide motion capture data, but his offer to voice the character was accepted. On the set, to provide references for the actors, Best was clothed in a suit made of foam and latex and a headpiece. Best's filmed performance was later replaced with the computer-generated character. Best frequently improvised movements to make Jar Jar look as clumsy and comedic as possible.

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While writing the original Star Wars film, George Lucas decided the story was too vast to be covered in one film. He introduced a wider story arc that could be told in sequels if it became successful. He negotiated a contract that allowed him to make two sequels, and over time created an elaborate backstory to aid his writing process. While writing the second film The Empire Strikes Back, Lucas considered directions in which to take the story. In the original trilogy, Darth Vader was revealed to have been Anakin Skywalker, a once-powerful Jedi Knight, and a traitor to the Jedi Order. With this backstory in place, Lucas decided that the movies would work best as a trilogy. In the trilogy's final episode, Return of the Jedi, Vader is redeemed through an act of sacrifice for Luke.

Throughout the 1980s, Lucas said he had no desire to return to Star Wars and had canceled his sequel trilogy by the time of Return of the Jedi. However, because Lucas had developed most of the backstory, the idea of prequels continued to fascinate him. In the early 1990s, Star Wars saw a resurgence in popularity in the wake of Dark Horse's comic line and Timothy Zahn's trilogy of novels. Lucas saw that there was still a large audience for his idea of a prequel trilogy, and with the development of special effects generated with computer-generated imagery (CGI), Lucas considered returning to his saga and directing the film. In October 1993, it was announced in Variety and other sources that he would be making the prequels. Lucas began outlining the story; Anakin Skywalker rather than Obi-Wan Kenobi would be the protagonist, and the series would be a tragedy examining Darth Vader's origins. A relic of the original outline was that Anakin would, like his son, grow up on Tatooine. Lucas also began to change the prequels' timeline relative to the original series; instead of filling in the tangential history, they would form the beginning of a long story that started with Anakin's childhood and ended with his death. This was the final step toward turning the franchise into a saga.

Lucas began writing the Star Wars prequel trilogy on November 1, 1994. The screenplay of Star Wars was adapted from Lucas's 15-page outline that was written in 1976, which he designed to help him keep track of the characters' backstories and events that occurred before the original trilogy. Anakin was first written as a twelve-year-old, but Lucas reduced his age to nine because he felt that the lower age would better fit the plot point of Anakin being affected by his mother's separation from him. Eventually, Anakin's younger age led Lucas to rewrite his participation in the movie's major scenes. The film's working title was The Beginning, with the title not being changed to The Phantom Menace until shortly before the film's completion. Lucas later revealed that the Phantom Menace title was a reference to Palpatine hiding his true identity as an evil Sith L…

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As with previous Star Wars films, Star Wars Episode I: The Phantom Menace's score was composed and conducted by John Williams. He started composing the score in October 1998 and began recording the music with the London Voices and London Symphony Orchestra at Abbey Road Studios on February 10, 1999. Williams decided to use electronic instruments such as synthesizers to enhance the sound and choral pieces to "capture the magical, mystical force that a regular orchestra might not have been able to provide", and create an atmosphere that was "more mysterious and mystical and less military" than those of the original trilogy. One of the most notable tracks is "Duel of the Fates", which uses the chorus to give a religious, temple-like feel to the epic lightsaber duel. The track was made into a music video. While composing Anakin's theme, Williams tried to reflect the innocence of his childhood and to foreshadow his transformation into Darth Vader by using slight suggestions of "The Imperial March" in the melody.

The film's soundtrack was released by Sony Classical Records on May 4, 1999. The album made its broadcast premiere on C101.5 FM Mohawk College Radio's soundtrack program, Cinematic Sound, hosted by Erik Woods on May 1, 1999. This album featured the score, which Williams restructured as a listening experience; it is not presented in film order and omits many notable cues from the film because of the space restriction of the compact disc. A two-disc "Ultimate Edition" was released on November 14, 2000. The set features the entire score as it is heard in the film, including all of the edits and loops that were made for the sound mix.