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First flip cover issue. The magazine is flipped over to reveal the alternate cover, rather than have a second newsstand issue.
Features
"Pernilla August: Mother of the Force" by Scott Chernoff — Shmi Skywalker Interviewed
"Peter Walpole: Ready, Set, Go!" by Scott Chernoff, Patrice Girod, Brian Robb, Oliver Denker & Steve Sansweet — Set Decorator for Episode II
"Ben Burtt: The Sound & The Vision" by Scott Chernoff — Episode II Editor and Sound Designer
"Celebrating the 20th Anniversary of Raiders of the Lost Ark" by Michael G. Ryan
Departments
"Rebel Rumblings"
"Prequel Update" by Dan Madsen
"Star News" by Sue Weinlein Cook and Scott Chernoff
"Comics Link" by Dave Land — John Ostrander interview
"Bookshelf" by Jason Fry — Jude Watson Interview
"Gamescape" by Jesse Decker — Queen's Gambit boardgame
"Holonet" by Paul Ens — Star Wars related websites
"Set Piece" by Chris Reiff & Chris Trevas — Mos Eisley Cantina
"Scouting the Galaxy" by Steve Sansweet
"Dear 2-1B"