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Rhys Dallows is a rookie pilot from Bravo flight, Naboo's N1 Starfighter corps. His trainer, Essara Till, sets out to teach him the basics of how to pilot the N1, and immediately after, takes him as her wingmate to escort the Queen of Naboo as she attempts to meet up with the Trade Federation regarding a blockade on the planet. The Federation ship jumps away before the meeting and leaves a mercenary team to kill them all, but they are all fought off and the Queen is able to escape into hyperspace. The mercs' leader, however, takes what satisfaction he can in killing Essara, and blasting Rhys' starfighter, leaving him stranded and left for dead, saved by a Toydarian named Reti scavenging the remains after the battle, who whisks Rhys away to meet his ally.

Said ally, Vana Sage, has been contracted by the Trade Federation to do some mercenary work herself - including capturing a dangerous pirate named Nym who has been targeting the Federation for years - but after eavesdropping on a confidential conversation regarding the attack on the Queen during testing of new unmanned starfighters, the Trade Federation attempts to terminate their contract by force. She flees to the planet Eos below, discovering (and promptly becoming trapped in) a droid production factory; while she wants to dismantle it, she doesn't have the firepower to do so on her own. She disables the shield surrounding the facility and escapes to her hideout - only to realize Nym has escaped, and promptly locks her up in a cell on her own station.

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Nym promptly returns to his pirate crew, the Lok Revenants, and ambushes a Trade Federation convoy passing near their home planet of Lok, shooting down a super-freighter and defending the crash site as his men salvage what they can. Alas, the Federation has finally had enough of the Lok Revenants and stages a massive assault on their base that night. Their attempted but failed evacuation forces Nym to flee back to Vana's station, where he finds her, Rhys and Reti waiting, the latter two having arrived first and freed Vana.

With all three now having grievances against the Trade Federation, they join forces and set out on a quest to destroy the Eos production facility, and then journey to Naboo just in time for the climactic battle.

The game featured a different style of piloting than the successful Rogue Squadron or X-Wing series of games - closer to Ace Combat in the Star Wars universe - but it was far from poorly-received. It proved successful and popular enough that a sequel was released a year later to tie into the new movie. However, the game hasn't aged terribly well with time, as Steam's rating system gives it mixed reviews compared to the positive reviews it got at release.

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This work includes examples of:

  • Affably Evil: The Mercenary Leader. He doesn't express regret over killing Essara and the other Bravo Flight fighters (that we know of), but during your dogfight with him at the end, he compliments you on your piloting as you get close to killing him.
  • All Your Base Are Belong to Us: The Trade Federation takes over Nym's base on Lok. You don't get it back until the sequel.
  • Airstrike Impossible: The final mission has you trying to navigate the Droid Control ship's inner hangars and service tunnels while the Mercenary Leader takes potshots at you. Between the cranes, turrets, docked landers, interior turrets, and droid starfighters,note  it's pretty crowded.
  • And Now for Someone Completely Different: You play as Rhys, Vana, and Nym. You also can play as Essara in an unlockable bonus level, escorting a convoy of ships.
  • Anti-Hero: Two of the three playable characters are. Vana is a mercenary who only joins the fight against the Trade Federation because they tried to kill her for knowing too much, and Nym is a pirate who joins only because the TF took over his base, after he attacked one of their convoys.
  • Awesome, but Impractical: The advanced Proton Torpedoes, an upgrade over the regular Proton Torpedoes that were already this trope primarily by being the only secondary weapon to not have Bottomless Magazines. They cost two non-renewable rounds, and simply do a bit more damage than regular proton torpedoes do against single targets; against multiple smaller targets they turn into a cluster missile, but you rarely need to take the time out to kill that many starfighters anyway.
  • Big, Bulky Bomb: Starting in mission 9, Nym's Havoc can charge six plasma bombs into a giant Plasma Scourge, great for tearing a chunk out of the droid factory buildings in mission 9 or wiping out formations of tanks in mission 13.
  • Big "NO!": Nym, when Evac 1 is destroyed.
  • Bonus Level: Everything from a canyon race, to a multiplayer duel, to an escort mission involving Rhys' father.
  • Breakout Character: Nym, who received much more time in the spotlight in the next game, and even went on to star in his own comics that weren't tie-ins.
  • Cheat Code: Many, unlocking things like concept art, multiplayer missions, and most notably, "Minime," which unlocks invincibility.
  • Cool Starship: Rhys Dallows' N1, Vana's Guardian Mantis, Nym's Havoc, the experimental N1, and then there's the Infiltrator.
  • Defector from Decadence: Vana used to work for the Mercenary Leader, but resigned after they started taking jobs that she described as "murder". That said, she still worked for the Trade Federation - at least until they tried to kill her for overhearing just what sorts of things they were up to without her involvement.
  • Developers' Foresight: In mission 4, you're tasked with blowing up seven shield generators out of eight, so that the eighth can be destroyed in a cutscene. Vana can still fire her guns for about two seconds after the seventh explodes, and her bullets are homing bullets, but the last shield generator is immediately given an "invincible" Event Flag after the seventh is destroyed.
  • Disc-One Nuke: The Plasma Scourge. Not only does it pack a serious punch, but there is exactly one mission between Nym's initial set of levels and any where this weapon is made available to him.
  • Easter Egg:
    • If you were to turn around at the very beginning of the tutorial level, there's a hole in the canyon wall that can be flown through. Within is a completely black room in which you can view concept art from a game called "Outlaw."
    • If you sit in director mode on the second level (where the queen is in the asteroid belt), you'll find a droid grilling hamburgers.
    • In one of the bonus missions, a damaged missile frigate launches escape pods, one of which features the name "ChrisCorrpedo" and features a battle droid riding on top of it while waving a cowboy hat.
    • Coming in first in the Canyon Race bonus mission, beating out even Essara, gets you a Grim Fandango hot rod to fly around.
  • Fragile Speedster: The Experimental N1. Much more powerful than the regular N1, and very quick, but unfortunately, not very durable.
  • Freeze-Frame Bonus: The Mercenary Leader's ship bears the same insignia as Nym's Havoc.
  • Gradual Grinder: Vana's Guardian Mantis doesn't have the sheer firepower of the Havoc or Rhys' N1, but once she's tagged an enemy, she can slowly shoot it to pieces from almost anywhere. She also has an ion cannon for a Charged Attack, which can knock out enemy shields and make her micro-missiles even more effective.
  • Homing Projectile: Vana's primary weapons are actually micro-missile launchers, not blasters. Her Secondary Fire is to shoot out special tag beacons, which cause all her micro-missiles to automatically home in on that targetnote 
  • Lead the Target: Essara teaches Rhys to do this from the get-go.
  • Lightning Bruiser: The Infiltrator. Fast, powerful, homing missiles, and more durable than the Experimental N1.
  • Literal-Minded: Vana's astromech droid.
    Vana: That's the last time I do business with those guys.
    Mod-3: [beeping sounds]
    Vana: You Can Say That Again.
    Mod-3: [exact same beeping sounds]
  • Mighty Glacier: The Havoc. Slower than all of the other ships, but the lone bomber of the lot.
  • Mythology Gag: The mercenary Elite Mooks fly Dianoga-class ships classes, named after creatures from Star Wars lore.
  • No Name Given: The Final Boss. He lives and dies as "Mercenary Leader".
  • Non-Standard Game Over: Shoot the Naboo Queen's ship one too many times, and they will consider you a traitor, and Essara blows you out of the sky.
  • Old School Dogfight: The final boss, who leads you though the hangers of the Droid Control ship as you attempt to destroy him.
  • Punch-Clock Villain: The mercenaries. Their motivation is that they're paid by the Trade Federation for their services (though they are cocky asses when you actually fight them). The Mercenary Leader especially. While he does kill Essara, he's on a contract, and actually compliments Rhys during their dogfight in the Droid Control Ship as it happens.
  • Shoot the Shaggy Dog: When Nym's base is attacked, Nym and his men load up into two ships, call signs Evac 1 and 2. Evac 2 lifts off without a problem, but Evac 1 has engine problems, forcing Nym and his wingmates to stay behind and hold off the Trade Federation while the crew of Evac 1 tries to get their ship running again. When they do, the mission ends, but during the level ending cutscene, a flight of droid bombers and fighters blows them up.
  • Stuff Blowing Up: Almost everything can be shot till it explodes (the things that can't are scenery). And when most things explode, they let off fireworks. If a ship or building is big enough, it even momentarily flashes the screen white.
  • They Know Too Much: The Trade Federation tries to kill Vana after she decrypts a coded message from them about their plans to invade Naboo.
  • Worthy Opponent: To quote the Mercenary Leader, "Too bad I have to kill such a good pilot."

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