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

by Rinzler, J. W.

  “We said, ‘This is pretty neat,’ ” Muren says. “We thought we were really on to something with the frames blurred. Then all of a sudden there was George saying, ‘Hey, we want a tauntaun to run into this shot of the hangar.”

  In fact, Lucas had decided during production that Han arriving on his tauntaun should be added to the background that had been shot on the Star Wars Stage in England. This meant that ILM needed to shoot the taun stop-motion in front of a bluescreen and comp it into the plate, realistically.

  “My first thought was, I don’t know how we’re going to do this!” says Muren. “There was haze, a lens flare, no place to put a split screen, and where would you place the ground? Would you use a miniature ground? Also, there were these two pools of light, which made it even more difficult. So, to get rid of the matte lines, we settled for a bit of transparency. In the original negative, you could see the lights ghosting through the tauntaun as it runs. The other trick was that the taun’s run-in was just quick enough to give an impression.”

  “Somebody had to run with a cutout of a tauntaun from the door through the hangar,” says Kershner of the live-action portion.

  “I think George initially would have preferred to have the character be a lot more free-acting,” Tippett says. “But he immediately saw the advantages of hooking it up to this thing and getting blur—it takes this creature into another realm and gives it more of a photographic, visceral quality.”

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  An early cut, without sound, has a wampa sneaking out from under the snow and attacking Luke, in a scene that won’t make the final film.

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  A sheet of drawings and diagrams by Tippett explaining how ILM might create a realistic blur for the tauntaun movement—“Camera would advance shutter open,” his note reads.

  Assistant art director Nilo Rodis-Jamero (foreground) and the setup for a tauntaun shot.

  Muren and assistant cameraman Jody Westheimer posing the taun on a rotating platform for the film’s opening shot.

  Tauntaun and rider, with Tippett, who helped realize a more realistic blur for their stop-motion puppet.

  Final frames of the first tauntaun shot with motion blur.

  ILM crew work on a miniature shot of the probot, filmed against a painted backdrop.

  Tippett and his stop-motion figures for the tauntaun and Luke.

  Johnston’s storyboards.

  Johnston’s storyboards contributed to final frames of what was considered a more successful tauntaun sequence with motion blur.

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  An early cut features a scene that doesn’t make the final cut. The probot emerges—and blasts to smithereens a “snow squirrel,” as represented by squirrelly animatics. Also seen here is the original wampa, which ILM will replace, who is cut across the chest rather than losing an arm. (Parts are without sound)

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  MATTE-LINE MADNESS

  Lucas and ILMers would review all effects shots during dailies. “I was able to view some clips from a sequence, in which the Falcon is flying through an asteroid belt pursued by TIE fighters, when George Lucas joined his team in the screening room,” writes Arnold. “Although it seemed to me an incredible achievement, the technicians were not satisfied. The spaceship was not maneuvering to their complete satisfaction, so they talked the problem over in their complex terminology, and at the end of the discussion, they all returned to their benches and drawing boards.”

  “I was really amazed going into dailies and watching the evolution of some of those shots, in particular where the transport ship is evacuating Hoth,” says MacKenzie. “God, it was murderous. That shot kept showing up. They called it at one point, the ‘space salmon.’ It was supposed to be gray against the white snow, but it just kept coming out with this slight salmon-pink color. And if they retimed it, then something else would change. I had no idea that it could be that complex. Bruce Nicholson and the optical department just worked and worked and worked at that stuff.”

  Dailies usually had comments coming only from the second row, where sat Lucas, Edlund, Johnson, Kurtz, Johnston, and Bloom—and from Muren, who often stood in the back. “On occasion, Dennis would speak up,” says Ellenshaw. “And George had a great regard for Dennis—he liked the visual aspect of his work.”

  “It’s much harder to hide any flaws that occur in the special effects against white backgrounds,” Kuran says. Indeed, even decades later, Lucas would say, “I still remember sitting at dailies and everyone would yell out, ‘Matte lines!’ ”

  Tom Smith recounts that early snow-planet compositing was “discouraging. The ships didn’t look like they were really in the picture; they looked fake and pasted on over the white snow and blue sky.” Fortunately Bruce Nicholson found a solution: he doubleexposed a ship flying over the planet with a section of the same scene photographed in Finse. “The trick worked. It desaturated the ship and made it look like it really belonged in the scene.” When Lucas asked how Nicholson had done it, the latter replied that he’d used a “Norway Filter.”

  “Dailies are attended by everyone, every day,” Johnson says. “Usually they consist of a mixture of shots, while some people have gone out on a limb to do something a bit extra. When it comes off, there’s great excitement. Sometimes it doesn’t work, but people don’t say, ‘Oh, God, that’s a total failure!’ They accept the fact that everybody’s trying and working together—which is remarkable when you consider that we have been working together for so many months in such close surroundings.”

  “Once in a while, a tauntaun shot would come up and everyone would get knocked out of their seats!” says Comstock. “And this was just a daily; it hadn’t gone through optical yet. Phil did an amazing number of little details for that thing; if you look at all the little bags and packs hanging on the taun—they’re all bobbing up and down. Luke is also bobbing up and down as the taun breathes and gallops. Just incredible stuff!”

  “It became clear that the myriad elements sent to optical for compositing were much more complex and dynamic than had ever been done on film before,” Ellenshaw says. “To see completed shots of the Falcon in the asteroid field or snowspeeders against beautiful aerial plates shot in Norway was truly amazing.”

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  John Williams works with supervising music editor Ken Wannberg and then with orchestrator Herb Spencer, concentrating here on the mynock scene.

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  For ILM’s sake, a crew member ran through the hangar with a tauntaun cutout on his head at Elstree Studios. The footage would later be used for reference.

  The shot designated as “OP 17” was also called the “Midnight Speeder sequence” when recreated in layered animatics (fall 1979)—which led to a final frame of the tauntaun entering the Rebel hangar.

  Final frame.

  On December 29, 1979, a page was typed up of the “laser list” for the snow battle, to be checked out with Lucas, with at least some answers already written in.

  Early 1979 Johnston concepts of the Emperor (nos. 346 and 347) informed his storyboards of October 15 and November 27, 1979.

  Johnston storyboard (no. 346).

  Johnston storyboard (no. 347).

  A production sketch of scene 95 showed the relative sizes of the “Galactic” Emperor versus Vader: 12′ to 6′.

  A doodle by Ralston bore an uncanny resemblance to the Emperor concepts.

  MUD AND METAL

  “What did we do after we’d set up on San Anselmo? We moved outta there and set up postproduction in a little commercial building at 165 Tunstead Avenue,” says Kessler of the San Anselmo annex th
at Lucasfilm bought for $175,000. “There was Ben Burtt, Gary Summers, Duwayne Dunham, Steve Starkey, Howie Hammerman, who was the engineer, and Laurel Ladevich.”

  “I don’t know what that building had been before we moved into it, but it was also in construction while we were there on Empire,” says Ladevich. “And it was very cold; we would all come in—it was a big building with a concrete slab—and it was freezing cold. We would all wear our coats until about noon, when it heated up. We only had cold water to wash the dishes, which was very funky.”

  “In Star Wars, I was pretty naïve about what I could do and what technically you could do,” says Burtt. “On Empire, I was technically much better equipped and more experienced. Creatively, I was developing a very articulate soundtrack with a lot of depth and detail in it. We had a much more vigorous and extensive laser swordfight at the end of Empire. And so I was able to take from the experience we had on the first Star Wars and elevate it to a higher level in terms of the environment, the sound, the Carbon Freezing Chamber, and all that.”

  In the interim between films, Ben Burtt had worked on Invasion of the Body Snatchers and Alien. “I knew what I was up against, all sorts of new ships, creatures,” he says. “Empire was doing everything on a grander scale, with very high expectations. The innocence was gone. We felt great pressure to outdo ourselves. So we went out and did a lot more field recording.”

  “At the end of my work on Apocalypse Now, Ben called me and said, ‘Would you like to work on Empire doing more or less what you’ve been doing?’ ” says sound effects recorder Randy Thom. “I’d spent about half of my time recording sound effects in the field and Ben wanted me mostly to go out and collect sounds for Empire, which I did for several months.”

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  Sound designer Ben Burtt works with sound editor Bonnie Koehler on the scene in which the Millennium Falcon fails “one last time” to make the jump to hyperspace. Burtt operates the KEM editing station, indicating what kinds of sounds are needed where. Filmed at Lucasfilm’s San Anselmo postproduction facilities, not far from ILM.

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  Burtt had also spent months traveling around the country to collect the 1,000-plus sounds needed, coasting down mountain roads with the car engine off to record the wind, for Hoth, and crawling into foxholes at the White Sands Missile Range in New Mexico for battle recordings. He also went to the home of Ken Strickfaden, creator of the laboratory machines used in the original Frankenstein (1931), and placed those legendary sounds “here and there” in Empire.

  “Luke was in the Dagobah swamps where there’s lots of walking around in mushy ground and footsteps,” Burtt says, “so we did a lot of recordings in the mud at the ranch.” For the bog’s animal noises, he recorded gulls, terns, and other shorebirds, as well as sea lions, dolphins, and then taped a pump at a water-treatment plant.

  “We recorded the sounds mostly on Nagra quarter-inch machines, just a little above consumer-grade equipment,” says Thom. “I spent a lot of time going through the phone book looking for metal fabricators and metalworking companies, and saying, ‘I’d like to come and record the sound of your machines operating.’ And people would almost always say, ‘What?!’ Because people get so used to the sounds where they work, they no longer pay attention to them. So I’d have to say, ‘No, really, there are great sounds there.’ ”

  “The Empire sound image is more organized, more martial,” says Burtt. “The ear has a certain spectrum. Volume for the sake of sheer volume is nonsense. Sound is a coloring element. It should be used with subtlety.”

  “I spent quite a bit of time recording metal shears, giant machines that cut sheet metal into segments,” says Thom. “They were useful because they have this multisyllabic sound. In order to come up with a really convincing, compelling sound for the walker’s motion, Ben knew that we would need these multisyllabic mechanical sounds on a very large scale.”

  “The objective was to give the walkers a real sense of mass and weight,” says Burtt. “Randy went out and recorded some of those big metallic stamping machines. Then I picked out parts of the recording I liked and made it into a rhythmic walk cycle. In addition, I needed squeaking sounds, like a knee joint. That I achieved by playing with a dumpster lid, which had been dropped off in front of my house.”

  “What Ben did on Star Wars and developed even more on Empire was to take real-world sounds,” Thom says, “which had the kind of grittiness and physicality that we can relate to, and then process the sounds in ways that gave them a kind of exotic patina, if you will, by playing some of them backward, by altering the speed of the recordings, or by putting them through electronic circuits.”

  “We got the door of an old Cadillac Eldorado,” Burtt says. “The motors in its door that operate the window became the motor that we used for Threepio walking. The tauntaun voice was concocted from the recording of an Asian sea otter named Mota, which we pitched down a little. And I recorded the foghorns out on San Francisco Bay, which are in the background of Cloud City’s audio track.”

  Burtt spent a week at the Oshkosh Airshow, where a 707 jet became different vehicles, including the snowspeeders. Here Ben Burtt records the motors of a World War II B-17.

  Burtt plays the twang of steel guy wires, which formed the basis of the many blaster sounds (recreating the moment with Miki Hermann for a documentary).

  Sound effects recorder Randy Thom tapes the sound of metal shears, which would be used for the walkers’ marching effects. Thom visited at least two metalworking sites on October 24, 1979: Eden National Steel and Midland Ross Metal, both on 9th Avenue in Oakland, California; in the latter, he also found sounds for the “torture room doors.” Later on, Thom made a trip to the San Geronimo Water facility, where he recorded pumps, doors, air hoses, hisses, and squeaks.

  CHRISTMAS STAGS

  In December, following the June announcement, Alan Ladd Jr. left his position at Fox (the studio’s stock fell from $40.63 to $38.87 the day the news reached the general public). “While I was writing Body Heat, Alan Ladd got fired,” Kasdan says. “When I finished it, Sherry Lansing was the head of Fox and she put me in turnaround; she didn’t want to make the movie. So I took it to Laddie, who had started his own company, and said ‘Now I’ve written the script that you supported.’ And he said, ‘I’ll make this movie, but you have to get someone to sponsor you, a director.’ So I went to George and asked him and he said, ‘I’ll sponsor you, but I can’t put the Lucasfilm name on it because your film is too sexual, too adult; I’m trying to establish a family entertainment company.’ I said, ‘That’s fine.’ And then George did an extraordinary thing: He told Ladd, ‘I’ll be the executive producer’—and this was the amazing part—‘and if Larry goes over budget, you can use my fee to defray the costs,’ which was a generous, supportive thing to do.”

  That same month, Black Falcon was merged into Lucasfilm, and Kershner traveled to Tokyo, Japan, to promote Empire, while staying, appropriately, at the Imperial Hotel; he also visited Kurosawa on the set of Kagemusha. Back in the United States, ILM carried on. Muren, Tippett, and Berg continued their walker sequences, while Edlund focused on pyrotechnic walker shots that required larger models and the HSE camera (high-speed Empire).

  Around this time, Johnston had the model shop build a prototype two-legged walker, designed by himself and Jon Berg—the “chicken walker” (so nicknamed due to its strut)—which would team up with the regular machines in one or two setups. Johnston had stopped Lucas outside the art department one day to show him the miniature that he’d based on the earliest walker concepts. Lucas liked it and said if there was time for an animator to build a stop-motion model, then he would find a place for it in the film.

  While it did not hinder creativity, ILM did have an ongoing problem. “Everybody on the corporate level always felt that ILM was kind of like a big fraternity or somethin
g,” Tom Smith says. “In fact, there were practically no women, which had a bad cultural effect on the building. It really did, because people got really raunchy. So we made a special effort to hire more women in coordinator positions. But if you look at the man–woman ratio, it was terrible.”

  “Everyone was quite young, the low 20s, and they were excited to be working on the second Star Wars after this enormous hit had literally changed the world,” says Patricia Blau, one of the few women on staff. “We were ready to throw ourselves in front of the train and work day and night, do whatever it took to make this the best picture it could be. George was around quite a bit and everyone was just so much of a family, it was quite inspiring. I was in the front office and the place was still under construction, so the paging system consisted of me running into the back and screaming, ‘Dennis Muren, line two! Dennis Muren, line two!!’ ”