Among the classic Star Wars characters who came back to the screen in Episode I were the two mechanical figures so beloved by fans of the saga: R2-D2 and C-3PO. In the case of R2-D2, Industrial Light & Magic would resort to the techniques developed for the original Trilogy, which involved remote-controlled incarnations of the little droid as well as a "droid suit" inside of which actor Kenny Baker could slip in. But for C-3PO, whose unfinished state made the crew nickname him "See-through-PO," it was impossible to fit the original actor Anthony Daniels (or anybody else, for that matter) inside. ILM had to rise up to yet another creative challenge.

"When we first saw the designs for C-3PO," says Visual Effects Supervisor John Knoll, "it became quite clear that it would be impossible to put a guy in a suit for that. So we thought that it had to be either a computer-generated model or a puppet of some kind." But Knoll quickly realized that the computer-generated model would have had to be very complex, and that this would only add to the already large body of digital work ILM needed to accomplish on Episode I. So he chose the puppet. "I was trying to balance the workload a bit," Knoll says.

One of the problems was to find a way to effectively operate the C-3PO puppet, giving him believable movements that wouldn't detract from the droid's earlier performances. "Both George Lucas and I had seen puppets done this way before," Knoll explains. "It's a Japanese theater technique Bunraku, where a performer is all dressed in black against a black background, with a puppet attached to the front of the performer. The stage is also lit so that you can't really see the performer behind the puppet. And I thought that we could probably do the same thing for C-3PO." It turned out that Knoll was right. Chief Model Maker Michael Lynch built the puppet in ILM's model shop, along with the special suit needed to operate it. "Mike was the puppeteer because the suit was built to fit him," says Knoll.

Once the operational aspect of the C-3PO puppet had been taken care of, there remained the problem of actually shooting the puppet and having it interact with the other characters and their surroundings. "At first I thought that it would be best to shoot the puppet against blue or green screen and composite it together with live-action footage," Knoll recalls. "Since the puppeteer is always right behind the puppet, it was going to be difficult to paint out the performer. But George really wanted to have C-3PO present on the set for the lighting and the interaction." So Knoll and his team switched gears and started working on a way to make this all come together. "When we got started shooting C-3PO, the way he cast shadows on the walls and the way he interacted with the lighting made it look really good - all we needed to do was to make sure that the rig removal, the painting out of the puppeteer and all of the equipment that linked him to the puppet, would be good enough."

Was the puppeteer all dressed in black as in the traditional Japanese technique? "It depended on what the background was," answers Knoll. "Because C-3PO is so skeletal and you can see right through him in so many places, I was concerned that it would be impossible to remove every little nook and cranny in there. I knew we'd get all the major stuff, but I also knew that in some places it might be possible that you'd see right between two wires, all the way through to the other side of the performer. The solution here was to make sure that if we were going to miss something, at least it wouldn't be the wrong color. So in the dark scenes, like the ones in Anakin's bedroom, the puppeteer was dressed in black. In the desert, we had him dress in a light tan suit that was sort of a sandy color, which matched what was in the background." This way, even though the ILM wizards might not remove every single trace of the puppeteer's presence behind C-3PO, the illusion that nothing was directly behind him would still be maintained.

In the end, the ILM crew also had to go back to their original idea: since it was decided that C-3PO would appear in certain scenes where he had not been during photography, the puppet was shot against green screen and composited into some of the live-action plates shot on the set. For this occasion, puppeteer Michael Lynch dressed in a green suit that matched the background and facilitated its digital removal from the finished image.

Through all these technical decisions, C-3PO's richness of character, which made the golden droid so popular, was never forgotten. "Anthony Daniels was always there," says Knoll. "He was just off camera delivering his lines and Mike was performing with the puppet in the scene, listening to Anthony's voice and using it as a guide." Digital technology is a powerful tool indeed, but ILM nonetheless turned to the combined talents of two human performers to truly bring C-3PO to life. The human touch is never too far in Episode I.