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

by Rinzler, J. W.

  “My original intent back in 1974 was to do the special effects in San Francisco,” says Lucas. “But after discussing it with John Dykstra and Gary and everybody, we decided that to try and put it so far away from the film laboratories was probably going to be the straw that broke the camel’s back. So I said, ‘Okay, we’ll leave the effects in Los Angeles.’ Moving the effects back north really came out of the Zoetrope idea, which was we’d make our own movies with the support of our own facilities; and if we had the best facilities, we could make better movies and we’d pay it off with the movies. It’s the philosophy I’m trying to continue.”

  To help expand the company, Lucas hired Graffiti veteran Jim Bloom as an assistant producer. “I’d been working with Phil Kaufman on Invasion of the Body Snatchers [1978], and Gary called and asked me if I wanted to come work with him and George on Empire,” says Bloom, who had reportedly made about $10 per day on Graffiti. “We talked about it and I agreed to do it. One of my first responsibilities was to bring ILM up from Van Nuys to San Rafael. I had to help supervise the move of all the equipment.”

  Of course, the ILM building would have to be staffed, which meant sending out feelers to see who was interested and who was not. Consequently, over the next six months a slow trickle of veterans and newcomers slowly signed on.

  “George invited the core group to Northern California, to Marin County, to start this whole new facility and to make the next Star Wars film,” Johnston says. “There were 10 of us and I was the only one that immediately came up. I said, ‘What, are you kidding? Stay here in Van Nuys in this crummy part of town, in this dumpy building that was inadequate from the very beginning, or move to Marin County, have a new building and have a new film to work on in this great environment?’ It was a no-brainer for me. But of the original core group of 10 or 12, only a few others would come up. Dykstra convinced the rest of them, saying, ‘Stay with me and we’re gonna make our own effects facility and we can compete with ILM.’ And they stayed in that same building on Valjean Avenue.”

  “My first contact on the film probably occurred in April 1978,” says Dennis Muren, director of special effects photography on Star Wars. Muren was working at Future General on Close Encounters (where another Star Wars veteran had stuck a small R2-D2 among the buildings on the mother ship) when he met with Kurtz at his Universal office; Muren said that he had to finish prior commitments before making a decision on whether to leave his home down south.

  Two others who were seen as possible recruits at Apogee were Richard Edlund and Lorne Peterson. “Richard was the one who first came and talked to me,” says Peterson, who had been one of the key model makers on Star Wars. “He said, ‘You really oughta phone this number and talk to George Lucas and Gary Kurtz ’cause they really wanna move up north.’ And I said, ‘Really? God, how could they do that?’ And he said, ‘Well, they don’t want to do it with the whole group, either; just a few of us would go.’ And I was thinking, Oh man. That’s a tough one. I wasn’t financially a part of that group, but friendship-wise and everything else, I was making my living by working on Galactica. So I didn’t phone. But after some time, Richard said again, ‘You really oughta phone that number.’ So I talked to Gary Kurtz, I think, and he said, ‘What would you like to do?’ And I said, ‘Well, I have to come up there to see what we’re talking about, what physically it would be, how this is all—I have to have time.’ So they sent me a ticket and I flew up to kind of figure out the area.”

  “I began hiring all of the people to come up to the Bay Area,” says Bloom. “Which is how I met Phil Tippett. I remember meeting all the cast of characters: Joe Johnston and Richard Edlund and Dennis Muren and Ken Ralston.”

  Like Johnston, Ralph McQuarrie made a relatively quick decision to move north. He read the second draft on April 4, before completing several production paintings after consultations with Lucas. Negotiations with Kershner were also wrapped up that month, with the director signing his contract on April 26. Internal documents show that final discussions resulted in Lucasfilm’s intention to procure a DGA waiver that would allow them to place the director’s credit at the end of the film, and to give Kershner a “film by” credit in paid advertising.

  “We negotiated for three months,” Kershner says, “became mortal enemies, finished the negotiations, and became friends again.”

  Concept sketch by McQuarrie, early 1978, for Star Wars‘s first anniversary poster.

  Concept sketch by McQuarrie, early 1978, for Star Wars‘s first anniversary poster.

  Concept sketch by McQuarrie, early 1978, for Star Wars‘s first anniversary poster.

  The Star Wars‘s first anniversary poster, which was finally realized photographically.

  XANADU IN THE SKY

  “Another of my other first responsibilities was to help with the budgeting,” says Jim Bloom. “I started on Empire working at Park Way with Jane Bay, Chrissie England, Lucy Wilson, and with George, who was constantly building the company.”

  The internal budget that Bloom helped compile is dated April 27, 1978. At $15,494,475—up from $10 million—the revised number may have caused some alarm. But it was only a few million more than the final budget for the first film, so work carried on. Lucas had decided on shooting in Finse, and arrangements were put in motion for a principal photography start date in spring 1979. Throughout the summer of 1978, the production team would meet regularly with Norwegian government, shipping, railway, and banking representatives to hammer out the details.

  On May 14, Lucas turned 34. While still building up his own company, he continued to help Coppola, from time to time, on the editing of Apocalypse Now.

  “We hired a guy named Duwayne Dunham to inventory all the equipment and get all the editorial systems set up in preparation for Empire,” says Jane Bay. “Then we realized that we needed a gopher, so I hired Steve Starkey, who had been a house painter. I was hiring a lot of people who didn’t have any experience in the film industry, but we thought that was a good thing because that way they didn’t come tainted from the Hollywood thing.”

  “I became the house production assistant for Lucasfilm, which was a pretty small company,” says Steve Starkey (who would form a partnership with director Robert Zemeckis and Jack Rapke when they founded ImageMovers in 1997). “Every day at lunch, there was a volleyball game out on the side of the house. They had a net set up and that was a big social activity. I mean everyone cleared out of the house and went to this volleyball court.”

  The filmmakers’ family zeitgeist achieved its most important boost in the company’s history when Lucas purchased 1,700-acre Bulltail Ranch from the Soares family on Lucas Valley Road. “When Star Wars came out and was a success, I made the decision that I was going to do what I really wanted to do, which is the ranch,” says Lucas. “Most of the land will be used for ranching, so it’ll be like making movies in a ranch environment. Since I grew up on a walnut ranch, I like that idea.” (The property is sometimes reported as 1,882 acres; the road was named after John Lucas, who in 1882 inherited much of the surrounding valley as a wedding present from his uncle, an early settler of Marin County.)

  Over the years, Lucas would purchase several adjoining lands, tripling the acreage. His plans for what came to be called Skywalker Ranch always included vineyards, orchards, grazing lands, and a Victorian house; four editing studios, a sound facility; guest residences for friends and filmmakers; music and film libraries; and a recreation complex.

  “Writers can’t work a straight eight-hour day,” he says. “So it’s great to be able to go out and play tennis at lunch and then go back to work. It really comes out of when I was in cinema school. Film school is a very small community of like-minded kids who help each other make films, look at films, and talk about films. I wondered why you couldn’t have that kind of setup on a professional level.”

  “It was already a natural in the sense that it was a hidden valley away from the road,” says Ferguson. “That is the single largest thing that drew G
eorge to select, in my memory, that facility. Despite it being a bit remote from San Rafael and certainly remote from San Francisco, it fit the creative retreat concept and there was room enough for expansion.”

  “It was only because George wanted to enjoy anonymity that I purchased it under my name,” says Richard Tong. “Then, of course, I almost immediately transferred it back to him. But on the title, on the records, it appears that I am the purchaser because nobody at that time knew who Richard Tong was.”

  Having the accountant be the front man was fitting, because the ranch was a huge financial gamble. Star Wars profits were essentially tied up in Empire, and it was only Black Falcon and its licensing revenue that was going to enable Lucas to start building; from June 1978 onward, the ranch, in a sense, was the tail wagging the corporate dog.

  “Most of this effort to build a company is so I can create a dream I’ve had for a very long time,” says Lucas. “The amount of money needed to develop a facility like that is so enormous that the money I have doesn’t amount to anything. You need millions and millions of dollars to build such an operation. The only way I can do it is to create a company that will generate profits. There’s a world of difference between the moneymaking abilities of corporations and those of individuals. For an individual to make two or three million dollars is a big deal. He’d feel very wealthy and secure. But most corporations have to make thirty or forty million dollars a year in order to feel secure. To take care of just the overhead of a company, to pay all the employees every year, costs several million dollars. I couldn’t direct enough films fast enough to pay for all those people. So I had to develop a company. The truth of it is that I’m very overextended right now.”

  “One day, in June of ’78, George took a group of us out to the ranch,” says Bloom. “It was George and Marcia Lucas, Hal Barwood, Matthew Robbins, Bob Dalva, Carroll Ballard, Jane Bay, Ben Burtt, Duwayne Dunham, probably Dennis Muren and Richard Edlund, Lucy and Chrissie—all of us—just to have a sandwich lunch and show us around. I remember listening to George, who, and I say this fondly, had this Citizen Kane kind of wonder in his eyes as he told us about all these visions that he had for what the ranch was going to be—all the buildings, how it would be a campus community where filmmakers could work away from the kind of nitpicking, backstabbing quality of studios down in Los Angeles. A place where they could just work on their movies, talk with each other, and share scripts and rough cuts and ideas.”

  “George would sit at his desk with yellow legal-lined tablets,” says Bay. “And he drew out all these buildings, the future home of Lucasfilm, which he wanted to turn into a film center where people worked on each other’s films—and also to promote regional filmmaking, to have a home base for Bay Area filmmakers.”

  “I’ve always had a few filmmakers renting space at my office,” says Lucas. “So I’m including them in the idea, which is primarily a design for San Francisco filmmakers. They will then have access to all the screening rooms, the library, and all the other things. We’re experimenting in walnuts and grapes. I’m going to put in a vineyard. And then we’ll run cattle on the property.”

  “We all kind of thought he was crazy to take all his profits and put it into offices,” says Lucy Wilson. “But I was happy he was doing it because one of my big book memories is reading Rebecca [by Daphne du Maurier, 1938] and the road to Manderley, that huge mansion. I thought it was so fabulous that he was building a place like Manderley where I could work, but not have any of the grief of actually owning it. We came out once and Gary Kurtz had a Jeep and drove all around the property. He was driving like a maniac and he’d go down in ditches and bounce up—I hit my head on the roll bar. But there was nothing there yet …”

  SUPERTROOPER

  By June 8, 1978, Andy Rigrod was able to write a memo to Charlie Weber stating that production had official deal memos “for the services of Harrison Ford, Carrie Fisher, and Mark Hamill.” As stated, Ford’s deal was only for Empire, whereas Hamill’s and Fisher’s included not only terms for Empire and a third, but also for Star Wars IV—an additional film beyond the first trilogy. By June 15, all three actors had signed their contracts. That day also saw the addition of a key member to the crew: Lawrence Kasdan, who was in San Anselmo to deliver his first-draft script of Raiders of the Lost Ark.

  “George took me out to lunch,” Kasdan says. “He told me he was up against it. He had to start building sets for a March shoot. ‘Would you like to write the movie?’ he asked me. I said, ‘George, don’t you think you should read the Raiders script first? How do you know you want me?’ He said, ‘Well, I just get a feeling about people.’ He laughed and said, ‘If I hate Raiders, I’ll call the whole thing off.’ He was kidding—I think. Anyhow, he liked Raiders and I agreed to start work on Empire after I took a short vacation.”

  Johnston illustrated Fett’s elaborate armor and weapon assembly in March 1978 (no. 224).

  A reference photo compared Fett’s helmet to a stormtrooper’s. The day of the test, Dunham exhibited Fett’s wrist flamethrower, which ILM had rigged up—unfortunately, his arm caught on fire because of a propane leak and that idea was scrapped. The CO2 cannister in the jetpack worked fine, though.

  At Park House, sound designer Ben Burtt introduced an all-white Boba Fett costume (worn by assistant film editor Duwayne Dunham) on June 28, 1978, to Lucas.

  “What happened with the writing situation was we needed to find someone very quickly who could step in,” says Kurtz. “Larry was familiar with the material and George got along with him very well. His background with the genre is not great, but it was pretty much all set down by George’s story.”

  “The reason George wanted me to write it is because I’m really strong in people,” Kasdan says. “That’s what all my original screenplays are about. They tend to be much smaller stories about a smaller number of people, comedies and thrillers, but they’re still entertainment. George thought it was very important that Empire have that. If anything, we wanted Empire to have deeper characterization, more complex psychology for the characters than the first Star Wars.”

  The month before, Lucas, Kershner, and Johnston had met to go over the latter’s early storyboards, sitting down in Ancho Vista, next to Park House, the latest building to be acquired by Lucasfilm in what was becoming a Gypsy-caravan type of operation.

  “George had started acquiring office space,” Steve Starkey says. “He eventually moved his office to Ancho Vista, which was right below Park House. I used to describe my job at Park Way as working for the Park Way Princesses, because of Jane, Lucy, and Chrissie.”

  “Then we moved down to this other house, Ancho Vista, and we became the ‘Vestal Virgins,’ ” says Chrissie England. “I continued to be George’s secretary and Joe Johnston was brought up here and he actually worked out of Ancho Vista before we moved in there.”

  On June 27, 1978, Ben Burtt sent a memo to Lucas outlining projected expenses for sound equipment, including $1,000 to build “a 160-channel matrix switch bay” and $5,000 for travel expenses to record original sounds. Burt also estimated that the new sound room would be ready by December 1. Consequently, Black Falcon would “loan” to Sprocket Systems—the newly christened sound department—$25,000 that summer.

  On June 28, Burtt presented a 20-minute screen test of Boba Fett, whose equipment was close to final although, as a remnant from his original conception as a super-stormtrooper, his costume was all white (Johnston would paint it not long afterward). “The first time I ever saw the costume, it wasn’t Boba Fett,” says Watts, who was back in the States. “It was completely white. He was going to be a super-stormtrooper. Duwayne Dunham modeled it so we could all have a look, but the suit didn’t quite fit.”

  “Ralph and I worked on preliminary designs,” Johnston says. “And we traded ideas back and forth. Originally, Boba Fett was part of a force we called supertroopers; they were these really high-tech fighting units and they all looked alike. That eventually evolved into a single bounty
hunter.”

  From Wednesday to Friday, June 28 to 30, a series of important “Chapter II Production & Design Meetings” took place. “Norman and I went over to San Francisco in June of ’78 and had a week there,” says Watts, “which was really a solid meeting around the conference table, which George led. Kersh was there and this was the first time that Norman and I had any real contact with Kersh, where we really just went through the whole production to get the idea of what George was after in the making of this picture.”

  “Mostly, I dealt with Norman Reynolds through the mail,” says Johnston. “I would send him drawings of speeders and ice caves, and he would send me back his revisions and his changes. It was a long-distance relationship with Norman.”

  “I remember talking to the architects and talking to Charlie Kuhn, who was the contractor at the time, about building ILM,” says Bloom. “It was always like the Winchester Mystery House: ‘This is up, that’s down, this changes,’ hallways and whole areas. The original layout was all the offices up in front and then you’d go to the screening room on the right and then out to the camera office and optical department on the left; the model shop was back on the left with the stage shop, two or three camera bays, a matte painting bay, and an animation department. All these different areas were being constructed.”

  “I went in there to pick out my office with Jim Bloom, who was the acting manager, I guess,” says Johnston. “It was basically these open bays. There were offices up front, but then it was like a warehouse space, an empty shell. There was nothing in it. I was the first employee to have an office there, so I could have any room I wanted. I said, ‘Great, I’m gonna move into the front office [laughs].’ So I had all my paints and everything set up in what would become the general manager’s office, because it had the best view.”