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A dark, gritty take on Star Wars that trades clean-cut heroes and a sweeping good vs. evil backdrop for morally flexible protagonists operating on the murky, politically-charged margins — that could only be Disney+ series Andor, right? Wrong. Star Wars: Underworld also fits the bill. Not to be confused with the upcoming animated anthology Tales of the Underworld, Underworld was (Sequel Trilogy plans notwithstanding) franchise creator George Lucas’ last great, unrealized Star Wars project: a big budget, live-action show set between Revenge of the Sith and A New Hope that would’ve covered what a galaxy far, far away’s less law-abiding residents were up to during the rise of the Empire.

Underworld was announced in 2005 and made it pretty far into development before Lucas shelved it in 2010. At least 50 scripts were written (albeit never signed off). Concept art was created. Test footage was even shot. But ultimately, Underworld had a Death Star-level critical flaw: it was too expensive. According to producer Rick McCallum, each episode would’ve cost $40 million to produce. He and Lucas tried to get the budget down, but visual effects technology at the time couldn’t deliver Lucas’ vision any cheaper. It’s a real shame, especially given Underworld’s apparent overlap with Andor.  

Indeed, as Andor season 2 approaches, the same question keeps rattling around my brain: with Underworld, was George Lucas trying to give us his version of Andor, a decade early? 

What we know about Star Wars: Underworld

As you’d expect, most of what we know about Star Wars: Underworld comes from Lucas and McCallum. 

In a Total Film interview, Lucas characterized the show as “more talky” and focused on “personal dramas” than the Star Wars movies. Elsewhere, the Star Wars’ creator emphasized how Underworld would explore “issues that are connected” to the first six films’ main narrative from a different (largely criminal) angle, and ruled out any major cameos (although he immediately walked that back). Lucas also emphasized that while Star Wars’ iconic stormtrooper baddies would return, the fan-favorite Jedi Knights — all but wiped out in Revenge of the Sith — were off the table.

Meanwhile, McCallum once branded Underworld as “Deadwood in space,” and more recently summed up the series as “sexy, violent, dark, challenging, complicated, and wonderful.” He even suggested Underworld would’ve been so edgy, Disney wouldn’t have bought Star Wars from Lucas if he’d made it. And McCallum has previously talked up Underworld’s preoccupation with the Empire’s 18-year struggle to cement power, and teased the show’s efforts to evoke then-contemporary, real-world politics.

“[Underworld’s] underneath what's going on [in the Star Wars universe]… it's the criminals and the gangs," he told IGN in 2012. "[It's based on] the guys who are running Wall Street, basically. The guys who are running the United States."

Star Wars: Underworld and Andor have a lot in common

Again, if all the above sounds like Andor — and by extension, its ‘parent’ movie, Rogue One: A Star Wars Story — that’s because it is. Like Underworld, Andor is Jedi-free and measures out its callbacks to established canon judiciously (it says a lot when Mon Mothma is arguably your biggest legacy character). Equally, its cast of characters, while not crooks in the conventional sense, largely operate in the franchise’s shadier corners, and (in Cassian Andor’s case) even do time in space jail. They’re a bunch of background players elevated to the spotlight, who regularly engage in morally dubious behaviour to achieve their ends… just like Underworld’s ensemble.

Heck, Rogue One started out as an Underworld pitch! ILM chief creative officer John Knoll came up with (but apparently never pitched) that film’s core premise — the mission to steal the Death Star plans — after Lucas first unveiled Underworld. Additional ‘leaked’ storylines point to further compatibility between what Underworld was meant to be and what Rogue One and Andor eventually became, as well. One-time LucasArts developer Cory Barlog has cited an Underworld script that portrayed a woman as Emperor Palpatine’s primary adversary, not a million parsecs away from Mon Mothma’s status as the biggest thorn in the galactic tyrant’s side in Andor. Series writer Ronald D. Moore says he penned a two-parter in which Darth Vader turns up in enforcer mode, which immediately calls to mind the Sith Lord’s role in Rogue One.

And then there’s the tone and politics of it all. Remember how McCallum hyped Underworld’s mature subject matter and promised it would nod to the concerns of its day? That’s basically what Andor showrunner Tony Gilroy is serving up with the Disney+ series. With its extended meditation on how fascist oppression incites revolution, Andor is decidedly more downbeat than most Star Wars media. It’s markedly more grown-up, too; characters commit brutal acts of violence, occasionally curse (Gilroy even tried sneaking an F-bomb into season 1’s finale!), and have (off-camera) sex. And crucially, it uses Star Wars’ fictional reality as a jumping off point to interrogate non-fiction events, both old and new.

Underworld wasn’t going to be Andor — but it would’ve come closer than any other Star Wars project

Yet for all their similarities, Star Wars: Underworld and Andor are far from identical. For one thing, Underworld was first and foremost a crime show, whereas Andor is a show about ordinary people that has crime in it. Their respective lenses for framing said crime don’t align, either. In the Total Film interview, Lucas likened Underworld to a 1940s film noir flick — completely at odds with Andor’s modern political thriller vibes. 

What’s more, Underworld gradually became more cameo-heavy as development rolled on. Aside from the Vader and Palpatine appearances listed above, the show’s scripts reportedly included cameos by the likes of Han Solo, Lando Calrissian, and Boba Fett. Any of those franchise heavy-hitters cropping up in Andor? Unthinkable. At the same time, Andor’s scope is seemingly broader than Underworld’s. The former spans multiple worlds and five years of in-universe time, whereas most (if not all) of the latter’s action went down in city planet Coruscant's seedy underbelly, and nobody associated with it has ever mentioned time jumps.

In fact, that’s why Knoll pulled his Rogue One-style pitch: because it didn’t fit with Underworld’s position on the Star Wars timeline. So, we probably never would’ve seen that story if the show had ended up airing. Oh, and that Palpatine storyline I mentioned before? It didn’t play out in the Senate; it was a messed-up romance where Palpatine gets his heart broken by a ruthless female gangster (yes, really!). I don’t know what Gilroy has planned for Andor season 2, but if ‘Lovesick Palpatine’ ends up making the cut, I’ll eat bantha poodoo.

So, no: Underworld wasn’t George Lucas’ version of Andor. But it did have far more in common with the Disney+ series than any other Star Wars production before and since — and it’s criminal we never got to see it.

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