How Star Wars Conquered the Universe: The Past, Present, and Future of a Multibillion Dollar Franchise

by Taylor, Chris

  Still, much of what we now know as The Empire Strikes Back settled into place in the second draft, with only minor differences in structure. The Imperial invasion of Hoth now featured “huge walking machines,” which had already been sketched out by designer Joe Johnston.

  This is as good a point as any to address a falsehood that has persisted for years in the Bay Area—namely that the AT-ATs, as those Imperial walkers became known, were inspired by the giant four-legged cranes at the Port of Oakland. Lucas denies this. The truth is wilder: Joe Johnston was inspired by a four-legged tank, a concept vehicle designed by General Electric in 1968 called the Cybernetic Anthropomorphous Machine. The CAM had been commissioned by the army for possible use in Vietnam; GE only abandoned it when the design turned out to be too exhausting to operate. Intentionally or otherwise, Lucas and Johnston were continuing the analogy between the Empire’s fight against the rebellion and America’s fight in Vietnam.

  Han hides the Falcon in an asteroid field, a scene ripped from the first draft of The Star Wars. Luke leaves Yoda and Ben precipitously on Dagobah, leading Yoda to declare that they “must find another.” When he appears in Cloud City to welcome our heroes, Lando is no longer a clone. When Vader captures Han and Leia, he tortures both of them. Han is frozen in carbonite and handed over to bounty hunter Boba Fett—a plot point that deals with the recalcitrant Ford, who was consistently asking that Han be killed off.

  And then, in the first handwritten version of his post-Brackett draft, Lucas arrived at his twist in the tale. During the climactic lightsaber battle with Darth Vader, the Sith lord is trying to get the young Skywalker to come over to the Dark Side. He encourages Luke’s hatred: “I destroyed your family. I destroyed Kenobi.” Then he makes an incongruous offer: “We will rule the galaxy as father and son.”

  “What?” says Luke, and we’re right there with him. Wait. Back up. Why would Vader give the game away in what amounts to a Freudian slip? The dramatic reveal comes a few lines later: “I am your father.” Search your feelings, he insists. You know it to be true.

  Lucas would later claim that he had Vader in mind as Luke’s father all along. But he has also copped to a whole lot of spontaneity in his writing. “When you’re creating something like that, the characters take over,” he said in 1993, “and they begin to tell the story apart from what you’re doing. . . . Then you have to figure out how to put the puzzle back together so it makes sense.”

  Here’s how it may have played out, the moment when the “maybe” of Luke’s parentage collapsed into a certainty. Lucas wrote the lightsaber battle on vacation in Mexico, working feverishly fast, caught by the muse. He understood the audience would know Luke isn’t going to die; they needed a reason to fear for him in this moment. The jeopardy, as Lucas had noted in his story conference with Brackett, is that Luke might get turned to the Dark Side of the Force. So he peppered Vader’s dialogue with reasons for Luke to give into his hatred. What reasons might they be? Well, we know from the first movie Vader killed Luke’s father, so let’s have him say something like that, maybe make it even bigger: “I destroyed your family.”

  Your family. Your father. Anakin Skywalker, the loose thread that refuses to be tied up. Darth Vader, the mystery man inside the iron lung suit. We know so little about them; the movie thus far had stubbornly refused to advance either character. It was especially irritating given that the Joseph Campbell formula calls for some intense father action at this point in the story. In The Hero with a Thousand Faces, Campbell explains that the hero reconciling with the father is an essential, almost religious component of all myth: “The problem of the hero going to meet the father is to open his soul beyond terror to such a degree that he will be ripe to understand how the sickening and insane tragedies of this vast and ruthless cosmos are completely validated in the majesty of Being.”

  But wait a second: “We will rule the galaxy as father and son,” the character makes him write. Finally, definitively, whether he’d thought of it before or not, new worlds opened up for Lucas to conquer. Vader was already supposed to be a Jedi Knight who turned to the Dark Side and betrayed the Jedi. But if Vader were simply a new name for Skywalker, well, that would bring the betrayal up to decidedly operatic levels. It would explain at a stroke why everyone from Uncle Owen to Obi-Wan to Yoda has been so concerned about Luke’s development, and whether he would grow up to be like his father.

  The unification of Anakin Skywalker and Darth Vader removed a lot of redundancy from the storyline. You can see the problem plain as day in Brackett’s first draft, where Yoda summons Obi-Wan, who in turn summons Skywalker père. “Suddenly Dagobah is full of old, noble Jedi ghosts who are basically the same character,” says author Michael Kaminski.

  For the rest of the production, Vader’s secret was kept under wraps as much as possible. Lucas was careful even about telling Kershner. He really wanted the twist to reach as many audiences as possible in an unspoiled state. Only one thing would ultimately give the game away, and with Lucasfilm’s blessing: the novelization of The Empire Strikes Back, written by Lucas’s USC pal Don Glut, which would come out one week in advance of the movie and sell three million copies. Once again, the plot of the entire movie would be hidden in plain sight, perfectly accessible to the literate and interested; once again, Star Wars would prove to be more than just a movie franchise.

  Glut had turned down the novelization of Star Wars but still had his “finger in the Star Wars pie,” as he puts it. He had originally been contracted to write a Wookiee-based novel. After the disaster of the Holiday Special, Glut got a call from Carol Titleman, Charley Lippincott’s former girlfriend, who was now in charge of Lucasfilm’s nascent publishing division as well as the upcoming National Public Radio adaptation of Star Wars. Titleman took Glut out to lunch and said: “Forget the Wookiee novel. We want you to write The Empire Strikes Back.” This time, he would be allowed to put his own name on the cover. Glut was offered a “relatively small” advance on royalties, rather than the flat fee Foster was granted for the Star Wars novelization. It wasn’t the best deal in the history of publishing, but Glut was told: “If you turn it down, there are people who will pay us to write it.”

  Glut found Lucasfilm a hive of self-imposed secrecy. “They were so paranoid,” he says. “Some people could look at the scripts but not see the artwork; some people could see the artwork but not the scripts. They literally locked me inside a trailer with all the McQuarrie paintings.” He made sketches in a notebook and remembered showing an employee one sketch when he came out. “Is this Yoda?” Glut asked. The employee threw his hands over his eyes. “Don’t tell me! I don’t want to know.”

  While the talent at Lucasfilm raced to prepare for the making of a second film, Lucas seemed less interested in the movie than he did in the utopian future film community of Bulltail Ranch, soon to be renamed Skywalker. Here, finally, was the Marin County dream Lucas had nurtured since John Korty had first invited him up there in 1968. It was hidden away on Lucas Valley Road, the name of which was a happy coincidence—John Lucas was a nineteenth-century Marin-ite who inherited the land from his uncle. The 1,700-acre valley was wild and grassy, green in the spring and yellow in the summer and fall. It was utterly enclosed, a world unto itself, with deer bounding through the valley and mountain lions patrolling the tree-lined hills.

  Skywalker Ranch was to remain as secret as the script throughout the making of Empire. Initially, the land deed was in the name of Lucas’s accountant. Which was just as well, since the combination on the padlocked fence at the ranch entrance was ridiculously easy to guess: 1138.

  Just as he gave his scripts to trusted friends, Lucas brought Hal Barwood and others to the ranch in June 1978. He explained the dream: it would remain, for the most part, a ranch. They would plant walnut trees, just like the ones on the ranch home he spent his teenage years in. They would build a vineyard and raise cattle, maybe horses. The buildings would be few and far between, so sparsely arranged that you wouldn’t be abl
e to see one building from another. That plan was partly due to the fact that Marin had not zoned the land for development. But it also reflected Lucas’s vision of an agrarian utopia for filmmakers and writers. Creative types, Lucas believed, couldn’t work traditional eight-hour days. They weren’t at their best in cities. They needed to refresh the well with long midday breaks, games of Frisbee, or walks in the hills, perhaps with the extra adrenaline boost of running into a mountain lion.

  For the time being, Skywalker Ranch was just a vision that Lucas kept sketching out on his notepads. The land was a place for picnics, an off-roader’s paradise where Gary Kurtz enjoyed driving around at top speed. But the fact that the ranch was just an idea didn’t diminish its power—not when it came from the guy who had been doodling space troopers in those notepads not so long ago. Lucas brought Kershner to his office to show him his plans for the ranch and impressed on him that only Kershner could make them real. All he had to do was direct the most successful sequel of all time. No pressure.

  Throughout 1978, Lucas lured a half dozen ILM staffers out of Van Nuys north to Marin, but he had to put them in another industrial building in nearby San Rafael. To shield it from curious fans, there was no ILM branding; instead, the building bore the logo of a fictional entity, the Kerner Company Optical Research Lab. Some twenty-seven new ILMers were hired by the new year. This was the state of a filmmaker at the height of his powers: life at top speed with an empire to build; a focus on big picture ideas, and an increasingly large cast of people who were worrying about the details, eager to please. Something Coppola once told him was starting to come true: fame and fortune were a kind of death, in the sense that you were reborn as a new person.

  Casual fans could be forgiven for thinking Lucas had little to do with Empire Strikes Back. His name was only the fourth on screen in its closing credits: “based on a story by.” Leigh Brackett and Lawrence Kasdan are credited as the screenwriters, with no suggestion of the crucial second or third drafts Lucas wrote in between their work. Still, of the two screenwriters who are credited instead of Lucas, Lawrence Kasdan had by far the greater impact. Kasdan had been brought into Lucas’s discussions with Spielberg about Raiders because Spielberg loved an earlier script of Kasdan’s, Continental Divide. As soon as Kasdan turned in his Raiders script, Lucas tapped him to do his third ever script, a draft of Empire, without so much as reading his work on Raiders. Post-Brackett, it was a vulnerable moment. “I was desperate,” Lucas later admitted.

  Kasdan was to be to Empire what Huyck and Katz were to Star Wars—only instead of heavily rewriting 30 percent of the dialogue, he would lightly rewrite pretty much all of it. Yoda owed his backwards grammar to Lucas, who thought this was how a guru might sound. But he owes the brevity and memorability of his lines to Kasdan. You can also credit Kasdan with lengthening Leia and Han’s romantic scenes, and introducing the word “scoundrel” into their dialogue. The back of Vader’s head is seen in his private cubicle by an underling as a machine slips on the Dark Lord’s helmet; this tantalizing glimpse was also a Kasdan invention.

  Kasdan and Kershner “challenged everything in the script,” Lucas said later—and that was what he wanted. “If they had a great idea or they had a point, it immediately went in.” Lucas wanted the script to move fast; Kasdan wanted emotional depth. It turned into a gentle tug of war—Lennon and McCartney if one of the Beatles had been a thousand times richer than the other.

  But the scriptwriting was just one of many elements that made Empire so memorable. Yoda’s body, rather than his dialogue, was the major fear of the preproduction phase. If the puppet didn’t work, Lucas knew, the whole illusion of the movie would be sunk. Joe Johnston came up with the look of the wizened alien guru, but turning it into reality was harder than expected—and trying to pull it off with a Henson-style Muppet was no sure thing. At first, the 2001 veteran Stuart Freeborn experimented with dressing up a baby monkey in a Yoda suit. Only when that clearly did not work did Kurtz make a pilgrimage to Jim Henson’s house, taking Edward Summer along for the ride and swearing him to secrecy.

  Henson paused long enough to make a pun—the mass market version of this thing, he quipped, should be called a toy-yoda—before passing on the project. He was far too busy with The Muppet Movie. Days later, however, he showed the Yoda sketch to his collaborator Frank Oz, who wasn’t too busy. What Oz did with Freeborn’s designs and Kasdan’s words not only made Henson proud but created a guru for the ages. In 1980, Yoda was to spark serious debate over whether a puppet could be nominated for an acting Oscar. By 2013, he was to receive the most votes from Starwars.com visitors in Lucasfilm’s first official online character tournament—beating the might of Darth Vader himself in the final round.

  With Oz at the helm of the puppet, locating his voice somewhere between Miss Piggy and Fozzie Bear, Yoda started to take shape. But it would take all of Lucasfilm’s ingenuity—and all of Kershner’s patience—to create and film multiple realistic puppet versions of the creature, offering the illusion that he could move independently of Oz. Kershner would curse the little green guy’s name for the rest of the picture. Meanwhile, what his boss was going through—and insulating Kershner from—was ten times worse than the proper positioning of a recalcitrant puppet.

  Financing Empire was a serious and constant headache for Lucas. The budget had inflated to $18 million. Payroll alone in 1979 was more than $1 million a week, with another $2 million a week being spent on the shoot after March 1979. The movie was behind schedule almost immediately. In an echo of the problems on Star Wars, there was a natural disaster on the first week of location shooting in the northernmost climes of Finse, Norway. This time it was a freak avalanche rather than a freak desert storm. Instead of cutting days and scenes out of the shoot as Lucas had been forced to, Kershner and Kurtz let it fall behind schedule. Kurtz announced to Lucas that the budget was now $22 million.

  Toy sales came to the rescue. Despite the movie no longer being in theaters, despite the disastrous Holiday Special, and against all expectations, Kenner announced that it had its strongest holiday season yet. Sales of Star Wars action figures, spaceships, and play sets had crossed the $200 million mark, funneling more than $20 million into Lucasfilm subsidiary Black Falcon. Without that cash injection, there’s little question Empire would have been sunk. There’s something poetic about it: millions of children joyfully acting out the further adventures of Luke Skywalker literally funded the further adventures of Luke Skywalker. Call it a karmic Kickstarter.

  Even with the Black Falcon revenues, Lucas found himself constantly having to put out fires. In July 1979, the Bank of America loan was automatically halted when Lucasfilm’s payroll hit $1 million. This was red tape at its reddest, the rigid policy of a new loan manager who looked only at the numbers and was unfamiliar with his client. Lucasfilm was days away from defaulting on paychecks. Oddly enough, some of the blame lay with Coppola. B of A had a nightmarish experience funding Apocalypse Now; Coppola asked for an extra $16 million over his initial budget. The bank still wasn’t sure it would get the money back. Once bitten, twice shy, B of A cut Lucas off. Ironically, Lucas had been devoting a few spare days here and there to helping Coppola edit the mounds of film he had brought back with him from the Philippines. Lucas was trying to make sure that the movie he washed his hands of back in 1975 made Coppola proud—and made B of A’s money back. He was doing a good deed for his friend, and it was not going unpunished by his friend’s bank.

  Lucas had to turn to his real-estate business CEO to end the financial crisis. Weber worked the phones, and Bank of America handed over the loan to the First National Bank of Boston. Lucas had some breathing room: the budget could now extend to $27.7 million. But the shoot kept getting further and further behind schedule; by late July, when the Dagobah set was under construction, Kersh was lagging by more than a month. To compound the problem, Kurtz had currency trouble—the exact opposite situation from what they had during Star Wars. The pound was rising against the dol
lar. The markets had given a vote of confidence to Margaret Thatcher, who was elected prime minister as Kersh was filming in her country. Suddenly Lucas’s set bills ballooned by $3 million, bringing the total to $31 million. Francis Coppola, Bank of America, and Margaret Thatcher nearly torpedoed The Empire Strikes Back? Sounds crazy, but it’s true.

  Lucas vowed to the Boston bank that he would pay the loan off for the rest of his life if the movie didn’t break even. It wasn’t enough. First Boston required Fox to act as a guarantor. That was the last thing in the world Lucas wanted, but it was either that or he would be forced to shut down the shoot. Fox agreed, in exchange for a better cut of the distribution money. They didn’t have to put any cash down to get it. When Lando Calrissian talked about his deal with the Empire “getting worse all the time,” it would have been hard for Lucas not to think of his own situation with Fox. The more Star Wars money Fox had, the less went to the ranch. This dream was getting worse all the time.

  Lucas decamped to London several times during 1979. He had hoped to stay away. He was trying to tell Kurtz that it was his job to stop Kersh overrunning the schedule, at a cost of $100,000 of Lucas’s money each day. Kurtz would say that he’d done what he could, even directing a second unit himself to film the scenes with Luke in the Wampa’s ice cave to try and reduce the overrun. “I tried to rein Kersh in a bit,” Kurtz pleads. “He was very good with the actors, and he was a bit slow.” The visual effects team took to rolling their eyes at the director when, for example, filming the scene where the bounty hunter Boba Fett shoots at Luke Skywalker in the corridors of Cloud City. They’d ask Kersh a simple question: Where do you want the squibs, the little explosive devices that simulated Fett’s laser blasts hitting the wall behind Luke? Kersh would point to an area, frowning, uncertain. “Are you sure now?” the team would ask. They would drill holes, put the squibs in, cover them up, do a rehearsal—and then Kersh would change his mind about the location of the squibs.