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

by Rinzler, J. W.

  “Luke is so beautifully in character throughout the film,” Kershner says.

  One of the swamp/tree monsters that didn’t make the final cut.

  Hamill in the stagnant water.

  Hamill on camera.

  A rare panoramic photo of production’s difficult job of filming scenes around the partially submerged X-wing.

  Kenny Baker in his R2 shell and a diver (divers operated the underwater R2 shell).

  “There is video content at this location that is not currently supported for your eReading device. The caption for this content is displayed below.”

  Behind-the-scenes panoramas of the X-wing mired in the lagoon of the Dagobah set. Divers puppeteer an R2 unit, rehearsing a shot.

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  A FOUL WIND CHANGES

  REPORT NOS. 123–124: THURSDAY, AUGUST 23–FRIDAY, AUGUST 24: EXT. BOG SWAMP, 275 [R2 IS OKAY], 311 [LUKE TRIES TO LIFT X-WING]

  On Thursday, Jeremy Bulloch finished his role as Boba Fett after 19 days worked, shooting his last scene in the cockpit of his ship with second unit. On Friday, August 24, Sir Alec Guinness confirmed that he would reprise his role as Ben Kenobi. “As is sometimes the way in the film business, I found out by chance,” Arnold writes, “by noticing in the production office newly printed nameplates intended for his dressing room.”

  “I spent last evening with him,” says Lucas. “He told me that his doctors say he is getting better every day.”

  “I really need him for just some shots against bluescreen, not on any set,” Kershner says. “That’s about it. He’s playing exactly the same character he played in the first film, so it should be quite easy for him to find the meaning in his lines.”

  “It was clear that if I could help them out of a difficulty, I must do so,” says Guinness. “It was as simple as that.”

  New script pages were issued that shortened his role; some lines were cut and some—“Only a fully trained Jedi Knight, with the Force as his ally, will conquer Vader and his Emperor”—were given to Yoda.

  With the first bit of good news in a long while, production breathed a sigh of relief. “And we have a three-day bank holiday,” Hamill says. “Marilou wants to go to France or to Greece or something. I’m going to sleep and gear up for next week; that’s all you can do. Every moment you have off is used to store up energy to complete the next day’s shooting.”

  Lucas left that Saturday, having secured Guinness’s participation and supervised Yoda’s scenes, to oversee ILM’s progress back home. Paul Hirsch departed the same day. Production was now 52.5 days over, so as they flew back to the States, another emissary arrived.

  “I went to England the last two weeks of filming,” Kazanjian says. “We were over budget, the bank was upset, and, basically, Gary was taken off of the movie; he stayed there, but he was taken off the movie. I was reporting to the bank every day, as was Charlie Weber. So I took over the last two weeks of the film and I redid the budget, which was very easy to do ’cause I knew how much had been spent and I knew we had a year of postproduction and what it was gonna cost. But every day, for the first month or so, I had to pick up the phone and call the Bank of Boston and say, ‘We’re on schedule and we’re on budget.’ ”

  “I put Howard on the picture, but I didn’t really take Gary off,” says Lucas. “Bob Watts and Howard Kazanjian were the ones that actually did most of the work from that point. This was all-or-nothing. I had to get the film made and that was all I really cared about at that point—making it as good as I could while getting it done.”

  Lucas discusses a shot with Kershner (who wears rubber galoshes, for protection on the bog set).

  * * *

  AUGUST ILM: TRASH TRAWLERS

  On August 6, according to Herman’s notes, the bottom of Vader’s Star Destroyer “is ready and can be shot. Top needs plating and some paint … Crater hole has been shot … Still arranging with lawyers an official announcement re: Name change back to ILM. For now, we are ILM, a division of the Kerner Company … August 13: Construction of stop-motion stage is finished.” By August 16, ILM had completed shooting Vader’s ship, the Executor, and had scheduled the Rebel transport, Slave I, and cloud car photography for September and October.

  “We built Vader’s six-foot-long ship, which had about 150,000 lights in it,” Peterson says. “George wanted the ship to play a much bigger part in the film, which justified spending more money on it—George wanted it huge.”

  “The Kerner building was still in the process of being constructed during the shooting of Vader’s ship,” says Ralston. “But the way the ship was built, its neon lights needed some god-awful 20-second exposure per frame or something. The next day in dailies, you could just see the sawdust flying through the air with those lights sittin’ out there. It was like, ‘Dammit!’ And I’d have to reshoot the whole thing because of that.”

  That month’s notes also included several theft concerns: “There is a definite security problem in this area … It gets especially bad on nights and on weekends. So far there has been at least two gas-siphonings … Security guard to arrive next Sunday … Film should not be thrown outside into the trash. People are digging in our trashcan.”

  “There were power outages all the time and no security,” says Ralston. “I got stuck doing the night crew with my assistant, Sel Eddy, and we’d have all the big doors open because, especially in the summertime, we couldn’t have the air-conditioning running—and there would be people out in the trash cans, scarfin’ up stuff!”

  While the model shop and other departments had been up and running for some time, Variety ran an article on August 10 announcing that Harrison Ellenshaw—the esteemed painter who had done the mattes for Star Wars—would be leaving Disney and heading to ILM to oversee its matte painting shop (Harrison is the son of legendary Disney matte painter Peter Ellenshaw). Ellenshaw reported that he’d be using front projection for the mattes, a first for him, and was scheduled to begin on October 1.

  On August 27, the “animated probot has been omitted; George wants to shoot the full-sized probot against snow … [In July, the probe robot had been shipped from London to San Francisco.] Building of big walker needs to be pushed ahead before weather gets wet and windy …” “I began to organize the walker sequence,” Muren says. “There wasn’t much time to test out shots.”

  Another item in the minutes was of particular interest for the future of visual effects: “If we use computer-generated animation, we should talk to Ed Catmull …” Back in July 1979, Lucas had established the Computer Research and Development Division as part of Sprocket Systems. Under the direction of Ed Catmull, the department’s mission was to explore new uses of computers for digital imaging, electronic editing, and interactivity through the development of four products: a picture editing tool, a sound editing tool, a high-resolution graphics workstation, and a laser printer.

  “We hope to be using a thing we call the digital film printer,” Johnson says, “which is a method of transferring onto a very high-definition cathode ray tube certain elements, which have been shot in VistaVision, then combining those elements in a computer and then rephotographing the final result onto film. What we gain by that is, the digital film printer definition is better than the grain structure of color film. Therefore, we shouldn’t have any loss when we make our generations of intermediates.

  “Up until this point, if you wanted to photograph a model, you had to make a three-dimensional model and photograph it to get any form of realism,” Johnson adds. “With our digital film printer connected to the computer, it is possible to produce, on a flat television screen, a very close likeness to a three-dimensional model. By calling up a series of numbers, just a digital sequence, you produce a picture. Ultimately, we will be able to start with a clean sheet of paper and make a three-view drawing, and then go to the computer and instruct the computer to build the model. Then the model will be built electronically in the computer.

  “It really is quite incredible and the examples I
’ve seen so far are just very thrilling. Of course, we’re a long way yet from actually doing a moving model, but I think, ultimately, it will come. With regards to Empire, it might be possible to include one or two shots, I don’t know. It’s something we’re hoping to do.”

  The probe droid arrives at ILM, as witnessed by Bruce Nicholson, model maker Wesley Seeds, and Paul Huston.

  Model maker Ease Owyeung works on the Rebel transport (or “tuna boat”), which was finished by August 31, 1979.

  Gawley sent Polaroids with color swatches from ILM to Black Falcon for licensing reference.

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  A BOG BASH

  REPORT NOS. 125–128: TUESDAY, AUGUST 28–FRIDAY, AUGUST 31: EXT. BOG SWAMP, 340 [LUKE APPROACHES TREE], S307 [LUKE RUNS WITH YODA IN BACKPACK]; COVER [VARIOUS SCS.]

  On August 28, the 125th shooting day, Kershner filmed Luke approaching the dark side tree and more of his dialogue with Yoda. “It was almost like two separate films were being made,” says Hamill. “We all join up at the end, but I felt left out. I got nostalgic for the grand old days on the Death Star, when Harrison, Carrie, Chewie, and I were all together in the trash compactor.”

  On Friday, spirits were lifted with a party on the bog set, though filming would continue on Monday. “The lagoon area of the vast set has been spanned by a platform,” Arnold writes, “and this in turn had been covered with nylon lawn. Tables festooned with candles and sprays of tiger lilies were set against the backdrop of the forest, while at the water’s edge the little house of Yoda gave a charmingly folksy touch.”

  “A wrap party was held but, par for the film, it was not a very conventional affair,” says Kershner. “We had it on the worst set of all. [laughs] The bog planet. We cleaned it up a little bit and put runways over the bog so people wouldn’t fall into the water. We actually had 12 people walk into the swamp because you couldn’t see where the land ended and the water began. It was a great party; it was like Armistice Day: ‘The war is over! We have triumphed!’ ”

  “I have a label on every day, under my shirt, that is counting down: ‘9 Days, 8 Days, 7 Days,’ ” Hamill laughs.

  “I’ve got a label on as well,” one crew member says.

  “We won’t tell you what it says,” implies another.

  “You can tell me something: Has Mark been a headache?” Arnold asks the two.

  “Dreadful, dreadful!” the first says. “I can’t tell you how awful this boy’s been.”

  “Get my whip!” Hamill cries.

  “Oh, yes, he’s been lovely!”

  Earlier that day, trade and local papers announced a deal that had been close to final since May: a joint venture between the Robert Stigwood Organization (RSO Records) and Lucasfilm. Stigwood was extremely hot, having recently distributed the two largest-selling soundtrack albums in history, Saturday Night Fever and Grease (1978).

  “The Robert Stigwood relationship started when we went around to each of the record companies trying to get a large advance for the record rights to Empire,” says Weber. “I was able to strike a very good deal with Robert Stigwood and part of the deal as an outgrowth was to start a record company and other things for Lucasfilm.”

  “The initial Stigwood/Lucas venture is expected to produce a record outlet for Lucasfilm projects,” said Fred Gershon, president of the Stigwood Group of Companies.

  “A variety of other Lucasfilm projects are on the boards, which involve joint endeavors in the fields of computer technology, digital sound communications, and audio/visual entertainment,” Weber said in the same press release.

  Because Stigwood and Mick Jagger had been seen talking on several occasions in France, including at the film festival in Cannes, a rumor resulted from the announcement that was duly reported by Daily Variety: “RSO Records president Robert Stigwood has been meeting with Mick Jagger in an effort to convince the Rolling Stones’ vocalist to write the score for the sequel to Star Wars.”

  RSO denied the report.

  The bog set was converted to a wrap party site on Friday, August 31, 1979, though filming was not yet complete.

  THE RETURN OF OLD BEN

  REPORT NOS. 129–131: MONDAY, SEPTEMBER 3–WEDNESDAY, SEPTEMBER 5: STAGE 4—EXT. EXHAUST PIPE & WEATHERVANE, 407 [LUKE CALLS FOR BEN], T408 [LUKE CALLS FOR LEIA], 418 [LUKE FALLS FROM VANE]; BLACK VELVET (BEN KENOBI), V31 [“LUKE, YOU’RE OUR ONLY HOPE”], S368 [“I CANNOT INTERFERE”]

  On Monday and Tuesday, Kershner and Hamill finished scenes on the weather vane beneath Cloud City, while second unit did pickups and inserts on the bog planet. By this point, Kershner had perhaps finally reached his own private breaking point.

  “The bog planet is an extraordinarily difficult set and I feel dissatisfied, greatly dissatisfied, with what I could do,” the director says. “The terrible thing is, here is this expensive, really quite almost insanely expensive picture, and yet I have to compromise all the way down the line. I had to compromise with every shot with the character that we created, the Yoda. I had to leave things for the second unit to do that I wanted very much to do and which is never the same in my eyes as when I do it. I’m sure that the audience won’t know the difference, but in my eyes, it’s quite different. I’m very dissatisfied.”

  “I tried to make sure that Harley Cokliss [second-unit director] and Kersh always talked at great length and drew up little sketches and things so that Harley was familiar with the way Kersh thought,” Kurtz says. “But there wasn’t always the time to do it exactly the way that Kersh would have done it, so there had to be compromises, but we really needed someone who saw how to do it maybe a little simpler.”

  “The sequences that I shoot I will try and keep in the style that Kersh has set,” Cokliss says. “We have Chris Menges, a very talented cameraman, lighting it, with our complete camera unit; sometimes we have sound, many special effects men, as many electricians as we need, stagehands, everything. It’s a huge unit when we need it to be.”

  On Wednesday, September 5, at 8:30 AM, a limousine brought Sir Alec Guinness to Elstree (his contract, for one-quarter of 1 percent of Empire’s gross receipts, is dated September 10).

  “An hour after arriving, Sir Alec was ready on Stage 4, looking benign in his Franciscan-style cloak and cowl,” Arnold writes. “When Mark arrived, they reminisced for a minute or two and then went into rehearsal. Kersh had two cameras pointed toward a black velvet backing before which Ben would give Luke Skywalker wise counsel.”

  “I get exhausted whatever I do,” Guinness says. “I’m not as passionate about it anymore. A long stage run is the most exhausting of all. The shorter the contract, the better these days. As T. S. Eliot once said about writing, ‘Every sentence is a struggle. You know you’re not going to get it quite right, but you have to go ahead and try.’ That applies just as much to acting.”

  “During the rehearsal, Guinness raised a hand to shade his eyes from the harsh light, fluffed twice, and winced when a camera gear slipped noisily,” Arnold adds. “But during the takes, his gaze was unflinching, the eyes strong and steady, and a speech that in itself had no great profundity was given the ring of wisdom.”

  “That’s the magic of it,” Kershner says. “I noticed that between takes, Alec Guinness would sit in his chair and study a little book that he had. I asked him at one point to change a reading, so he said, ‘Can you give me a few moments, please.’ He sat in the chair and opened up his little book. So I looked over his shoulder and saw that he had every line printed out by hand with little markings over the words where he wanted to change inflection or emphasis.”

  The director wrapped Guinness’s performance at 1 PM, and two hours later the limousine drove him home. “His important contribution to the film had taken mere hours,” Arnold sums up. “And now the last human element of the jigsaw has been slotted in … In less than a single day, he had earned a small fortune—but at the price of a lifetime of experience.”

  Audio element not supported.

  Kershner expresses his frustration towa
rd the end of the shoot on having to hurry with the scenes on Dagobah, recorded on the set. (Interview by Arnold, circa September 3, 1979)

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  On September 5, 1979, reknown actor Sir Alec Guinness (Ben Kenobi) arrived at Elstree, where Hamill greeted him. Though not on camera, Hamill would feed Luke’s lines to Guinness.

  Hamill as Luke slices perhaps a metal bar (in a scene that would be cut from the film).

  A script page for scene S368 shows how dialogue for both actors, and Yoda, had been revised by Lucas and Kershner on August 24, 1979.

  Kershner directs Sir Alec Guinness.

  KERSHNER’S 6 1/2

  REPORT NOS. 132–133: THURSDAY, SEPTEMBER 6–FRIDAY, SEPTEMBER 7: EXT. BOG PLANET, S310 [LUKE STANDING ON HANDS], X313 [X-WING RAISED FROM SWAMP]

  Ironically, as Guinness completed his single day, Hamill happened to finish his 100th, which was also the official end of principal photography. The next day, however, second unit carried on and, given that Kershner was still directing, it was really a case of linguistics made for budgetary reasons.

  On Friday, 55 days over, the crew worked into the evening hours to record the last shots with Hamill as the X-wing was raised from the bog. “Kersh told me he had come to be ‘swamp oriented’ after so long in this jungle of the mind,” Arnold writes. “The crew has dispersed; sets once so intricate and bold have been dismantled; props, costumes, and hardware are being crated for the warehouse; and new faces crowd the walkways, replacing those that had become so familiar. The names of Jack Nicholson, Diane Keaton, and Warren Beatty [for Reds, 1981] have replaced those of Mark Hamill, Harrison Ford, and Carrie Fisher on dressing-room doors.”