The Making of Star Wars: The Empire Strikes Back (Enhanced Edition)

by Rinzler, J. W.

  BUILDING THE EMPIRE BENIGN

  Before Lucas could even begin to reconsecrate his visual effects team, he would have to form up his corporate headquarters.

  “I was in private practice in San Francisco,” says attorney Douglas Ferguson, “and my secretary told me that a fellow named George Lucas wanted to talk to me for business advice. I said, ‘I don’t know any George Lucas.’ And she said, ‘You must not be reading the newspapers because he’s got a movie out called Star Wars that’s a big, big hit.’ And that led to a meeting where George came to my office. We got along famously, so we began sketching out the corporate empire that George had envisioned for his company, now that he had the wherewithal to do something.”

  Ferguson, who became Lucasfilms’s vice president of administration, had been the lawyer for John Korty, another Bay Area filmmaker and Lucas’s friend. “Doug did a lot of my personal legal work,” says Lucas. “Tom Pollock was my production lawyer. He’d done the legal work and set up a lot of my movies, Star Wars and Graffiti, and the incorporations of my first companies.”

  Ferguson would handle, primarily, the corporate interactions between Lucasfilm and its eventual subsidiaries. One of those, Black Falcon, would eventually take over merchandising and licensing; others would handle movie productions, such as the sequel to American Graffiti, another film already in the pipeline, and Radioland Murders, an ongoing project.

  “The business side of the film industry I don’t much like or want to get involved in,” Lucas says. “I set down parameters that I want my company to maintain and they reflect my philosophies, my beliefs from when I grew up, which I feel are fairly practical but still basically right. But the corporate environment in Hollywood isn’t any different from the corporate environment in the energy business. It’s all about making money and it’s all about making deals and it’s all about screwing this person or that person. It doesn’t have anything to do with making movies.”

  In addition to his big-picture plans, Lucas was looking for someone who could help run his day-to-day business. “I’d had about 12 years’ experience in the film industry in a lot of various capacities,” says Jane Bay. “But I wasn’t sure that I wanted to continue to work in the film industry because I didn’t like what was happening. Basically, the suits were taking over. It was after the decline of the studio system, and the businesspeople were starting to run the industry and I just didn’t like the way that it was going. So on the Fourth of July, I called Tom Pollock, a very close personal friend, and said I’m going to be moving to San Francisco. And he said, ‘Oh, Jane, I just talked to George Lucas yesterday and he needs somebody to be the office manager for Lucasfilm.’ ”

  Executive assistant Jane Bay and George Lucas in the latter’s office at Park House.

  The exterior of Park House, with its restored second story (when Lucas had purchased the 19th century property, its original second story had been shaved off). This locale in San Anselmo, Marin County, served as Lucasfilm HQ throughout the making of the Star Wars sequel.

  “Nobody wants to invest in the esoteric craft of visual effects,” Lucas says. “You know, just for the sake of doing it. I started a lot of other companies, but that was by accident. I needed to have a sound facility up here. You have to have a place to pre-mix your movies. You don’t want to go to Los Angeles to do it, so you start a little sound company. We had to create it all. We were basically carving an industry out of the wilderness here.”

  Four days later, Bay went over to Universal Studios. There George had a “little satellite office” not far from Spielberg’s where they talked about the state of the film business. “George was telling me that he didn’t know if I’d be happy moving to Marin County because he wasn’t part of Hollywood and I had this long history in Hollywood in the studios and with independent filmmakers. He said, ‘I’m just afraid that you’re gonna be bored.’ But I just kept saying, ‘I left the film industry two months ago to get away from all of it.’ So he said, ‘Okay, well, you come up to Marin County and see how you like it.’ I didn’t realize that he had hired me on the spot.”

  In the Lucasfilm Los Angeles office were only two people in 1977: vice president of marketing and merchandising Charles Lippincott and his assistant, Carol Wakarska Titelman. They oversaw the licensing deals for Star Wars, which had already developed into one of the many ironic twists accompanying the success of the film—because, in the summer, fall, and holiday season of 1977, apart from a few Marvel comic books, fans had little to no merchandise to actually buy.

  “We were very small then and the whole thing caught us by surprise,” says Lucas. “At the time, there were no toys—it was literally Tshirts and posters. That was all there was.”

  “We had a deal with Columbia Records,” says Lippincott. “But Twentieth Century–Fox, at the last minute, had this guy who had been very big at one time doing kids’ records. And he came in and said, ‘I want the Star Wars soundtrack for Twentieth Century Records.’ So they came out with it and, of course, they wouldn’t tell me how many records they were pressing. They only did 10,000. Needless to say, stores were empty.”

  On August 16, 1977, Jane Bay went to work in San Anselmo, after one day in the LA office. “I get to Marin County and I walk into Park House,” she says. “And Lucy Wilson greets me. She takes me into a room and says, ‘Well, this is your office and I got you an IBM Selectric II typewriter.’ And there was a huge Italian poster of Robert Redford facing my desk because that office had been Michael Ritchie’s office when he had done The Bad News Bears [1976; Ritchie’s Redford film was The Candidate, 1972]. All of Park House at that time was inhabited by local Bay Area filmmakers. There were a lot of people, like Matthew Robbins and Hal Barwood, who had films that were in production at the time [Corvette Summer, 1978]. Carroll Ballard lived on the property in the guesthouse, where I ultimately ended up living for a couple of years. In the basement at Park House, Bob Dalva was editing The Black Stallion [1979] for Francis Coppola and Carroll. And, of course, the basement is where Ben Burtt created the original sound effects library for Star Wars. It was this old Victorian house that was filled with filmmakers. So I walk in and Lucy’s telling me this is my office, this is my typewriter, here’s the kitchen, and do I want coffee?”

  A very early outline for the Star Wars saga in which the original film is actually Episode Six. Episode I is a “prelude” and the Clone Wars trilogy takes place in Episodes II through IV; Episode V would have been an “Epilogue/Prologue.”

  Another page of Lucas’s notes mention a “lost sister” and a “long range goal”: the “Emperor/Empire must be destroyed.”

  Details of Lucas’s notes.

  RECAPTURING THE MUSE

  As Lucas began preproduction on the sequel, one collaborator was of paramount importance: production illustrator Ralph McQuarrie. But he, too, had begun working for Universal. He had met with Glen Larson, the producer of Galactica, back on June 16 and 17. Thanks to his work on Star Wars, McQuarrie’s exceptional talents had been very much in demand by a variety of filmmakers, from Douglas Trumbull at Future General, who was working on Steven Spielberg’s Close Encounters; to the producers of Star Trek: The Motion Picture (1979); to publishers eager to make Star Wars books featuring McQuarrie artwork on the cover.

  On July 20, McQuarrie noted in his calendar, “George says we’ll go to England again. S.W. II.” But his July and August days were dominated by the Universal project, with McQuarrie doing illustrations for Larson’s 500-page script, which was titled, Galactica: Saga of a Star World and dated August 30, 1977. Not long afterward, Universal sent the script to Lucas for perusal, already aware that its project was similar to his. After reading it, Lucas asked them not to call it Star World; not to use the names Starbuck and Skyler; not to call robots “droids”; and so on.

  “It was a problem for George,” McQuarrie says, “because they had an emperor, stormtroopers, rocket fighters; they had a lot of things that figured in Star Wars, and it was beginning to look lik
e a Star Wars rip-off.”

  “I thought the series, especially the two-hour pilot, was very derivative of Star Wars,” Joe Johnston would say.

  The show’s title was changed to Battlestar Galactica, but many other changes were not made. While Lucas prepared to hire McQuarrie and other former ILMers off that project, he also knew he would have to replace some of his special effects personnel, notably John Dykstra, with whom he had a difficult working relationship on Star Wars.

  “I think we would have gotten rid of him except for the fact that there were about five key people that worked directly with John and were very close friends of his,” Lucas says. “We felt we only had half the time we needed to finish the movie. If we had lost five or six of our key people at that point, it would have been really disastrous. But there were some very upsetting times, a lot of yelling and screaming going on.”

  “We knew that George Lucas and John Dykstra had had a number of differences,” says Lorne Peterson, “and, probably, that’s a mild way of saying it.”

  With Dykstra out of the picture, along with those close friends, Lucas still had to rebuild ILM. In anonymous internal preproduction notes, explaining to the union why Lucasfilm was looking abroad for candidates, one has a bird’s-eye view of the very few professionals who had the experience necessary to supervise the kind of special effects that would be necessary on S.W.: Chapter II: Douglas Trumbull was committed to his own operation, Future General; John Dykstra was not asked to continue in his position because his personality did not mesh with that of Lucas; “Ray Harryhausen is committed to producing his own films […] and does not command an up-to-date knowledge of the recent electronic computerized technology; Linn Dunn operates his own visual photographic effects house in the Los Angeles area and was not interested in relocating; L. B. Abbott and Frank Van Der Veer both work and live in the LA area and were under contract to Columbia Pictures.”

  “A long time ago, Gary Kurtz and George Lucas turned up at Bray Studios where I was doing the Space: 1999 series [1975],” Brian Johnson says. “They seemed to like what I was doing with the miniatures. A few days later, they asked me if I’d be interested in a picture they were planning called Star Wars. About two months after Star Wars came out, in August 1977, I got a call to see if I’d like to work on the planned sequel, which at the time was being called Star Wars: Chapter II. The call came at the time I was working on The Medusa Touch [1978]. They suggested that I come to California the following March. I proceeded to negotiate with the producers of The Revenge of the Pink Panther [1978], because I’d already signed with United Artists, calling for a stop date in March.”

  Johnson had made a name for himself with the 1961 film The Day the Earth Caught Fire, working with Les Bowie. He’d also worked on the TV series Thunderbirds (1965), a Lucas favorite. Given Johnson’s extensive background in television, Lucas hoped he’d be able to do the special effects more cost-effectively. Johnson had film experience, too, including 2001: A Space Odyssey (1968), for which he’d worked with Trumbull on the slit-scan visuals and the Star Child seen in the finale. Johnson was willing to relocate this time around and was hired.

  “George was setting up and had an idea for a facility in California to do the model effects, because he had the basic motion-control equipment needed for model work now, which we didn’t have in England,” Johnson says. “But at the same time the floor effects were going to be done in England, the main-unit work, so I would be the person to coordinate the two.”

  A TREATMENT AND A SAGA

  With the temporary nomenclature of Chapter II, the sequel was in fact part of a three-part saga. Star Wars was only a sliver of the main story, and, given its success—in August 1977, it was still the number one film and had expanded to a wide release—Lucas now had the ambition to tell the complete story.

  On the first page of an early outline are notes, “Mention lost sister trained Jedi … Luke learn of main plot: Emperor/Empire must be destroyed; restore the Republic.” Lucas made many additional notes on yellow legal pads. None of these pages is dated and he would sometimes reshuffle his papers relative to his needs, which makes analyzing their development difficult. One Chapter II note may actually have been written for the first film, as it mentions the Kiber Crystal, an idea abandoned before shooting in 1976, but it contains the first reference to what would become a new character: “Luke unconscious—awakes to find Bunden Debannen (Buffy). Buffy very old—three or four thousand years. Kiber crystal in sword? Buffy shows Luke? Buffy the guardian. ‘Feel not think.’ You can become a physical manifestation of the Force—weapon in the continual struggle of the two sides of the Force to control the netherworld of which we are a part. Luke the chosen one—the human Buffy.”

  Some of these ideas—such as “feel not think”—made it into the first film, but Lucas was already toying with the idea of a very old teacher for the sequel. Another note reads, “Learn the way of the Force. Luke: ‘Will you teach me?’ Teacher: ‘It would’ve been better to begin this when you were much younger. It’ll be harder for you now and it’ll take much longer.’ ”

  Another page reads, “A repulsive, threatening figure can magically change into a most helpful friend. Talks to trees—shadows move and disappear. He [teacher] was Mynoc. Human-computer. (Vader?) Swordmasters.”

  The need for a second teacher was self-evident, given the death of Ben Kenobi in Star Wars and that Luke had to continue learning how to become a Jedi. Early notes also reveal more about Ben’s fate: “Ben is not ‘dead.’ ‘I have worked with several of JenJerod’s clones.’ Ben in netherworld cannot stay there forever; helpful in blocking areas of the Force to Vader and Emperor.”

  During his afterlife, Ben could even aid Luke. “Somewhere the good father (Ben) watches over the child’s fate, ready to assert his power when critically needed. Father changes into Darth Vader, who is a passing manifestation, and will return triumphant. Luke travels to the end of the world and makes sacrifice to undo the spell put on his father. He succeeds and happiness is restored.”

  Another of Lucas’s early story notes reads, “Luke crash in beginning (scar on face).” In other words, a story point was being considered to explain why Mark Hamill might look different in the second film. In January 1977, Hamill had nearly lost his life in an automobile accident on his way to shoot pickups for Star Wars. His car skidded on a California freeway and turned over several times. His face was badly injured, and it took the actor months to recover.

  “It was about 6 o’clock in the evening,” Hamill says. “I had a brand-new BMW and I was playing a tape on the sound system. It had terrific sound. Also, in a car like that you can lose sight of how fast you’re going—I’d always driven clunky cars. Then, suddenly, I realized I was on the wrong freeway and it might take me an hour and 45 minutes to find my way back. It was a split-second decision. I saw my exit ramp three lanes over and I thought I could make it, so I turned the wheel sharply. Well, I was going about 70 and the car flipped.”

  “They operated from about 9 in the morning until about 4 in the afternoon,” Gary Kurtz says. “I saw him at 4:30 and Mark said, ‘Oh. I’m sorry I got delayed. As soon as I get out of here this afternoon, we can go.’ He evidently had no idea what he looked like.”

  “I’d fractured my nose and cheekbone,” Hamill says. “My plastic surgeon took cartilage from my ear and built up my nose. I wallowed in self-pity. I felt, at best, that all life had to offer was Peter Lorre’s old parts. One day, actress Diana Hyland—with whom I’d worked on TV [in the pilot for Eight Is Enough, 1977]—came to see me. Instead of pouring out words of comfort, she lashed out. ‘Look at you,’ she jeered. ‘You’re letting yourself down as well as everyone around you.’ She shook me back into reality.

  “A few days later, she died. Would you believe I was so self-involved I didn’t know she was ill, let alone that her illness was terminal? Whatever big times lie ahead for me, that moment with Diana Hyland is one I’ll always treasure. She gave me back my life, my work, my
self-respect.”

  “My feeling was some time has passed between films,” Lucas says. “Luke has been in the Rebellion fighting, so the change was justifiable.”

  During a meeting between actor and director months later, Lucas’s script ideas made their way into their conversation, as Hamill notes: “One night over dinner, I asked George what he would have done if I’d been killed in the car accident […] Would somebody else have finished my part? He said, ‘No.’ There’d be a script change that would have found a long-lost brother or sister, something genetic, so that the Force would be with them.”

  Early sketch of Wuzzum or Yuzzum—candidates for the Wookiee planet—by design consultant and conceptual artist Ralph McQuarrie, circa October 19, 1977.

  Concept sketch of Wuzzum by McQuarrie, circa October 19, 1977.

  Concept sketch of Wuzzum by McQuarrie.

  Concept sketch of Wuzzum by McQuarrie.

  Concept sketch of Wuzzum by McQuarrie.

  Concept sketch of Wuzzum by McQuarrie.

  DOMESTICATED FOX

  In the later summer of 1977, pretty much everyone involved in the making of Star Wars was still gawking at its unprecedented trajectory, not least the film studio that had financed it. In a 1980 article in the Los Angeles Herald Examiner, reporter Martin A. Grove would reveal that, six months before the movie’s release, Twentieth Century–Fox had actually tried to off-load Star Wars to a group of German tax-shelter specialists. When that didn’t work, the studio attempted, on May 2, 1977, just 23 days before opening day, to sell the film as part of a package to Bel-Aire Associates. “Besides Star Wars for $12 million, the package included The Other Side of Midnight for $9.2 million and Fire Sale for $3 million.” As Grove points out, the principal reason studios sell movies to tax-shelter groups is to protect their downside risk. While The Other Side of Midnight was being touted at the time, the studio doubted that it would recoup its investment in an overbudget science-fiction movie that had no big stars—Fox was basically trying to get rid of Star Wars. (The deal fell through and, ironically, three years later, the investors sued the studio, claiming it had reneged on its promise.)