Inside the Star Wars Empire

by Bill Kimberlin

Still, the Back to the Future scripts were beautiful things. Just to pull off the complex time-travel story lines alone was a feat, but to additionally still have good character development, action, and humor, all in a satisfying movie story—that makes both sense and fun of itself. It is a rare thing.

  I drove up to the Western town sets in both Jamestown, where the full-size steam locomotive was a famous local attraction, and the nearby town of Sonora, where additional sets were built. Other movies had been shot in Jamestown using the loco, including the depot sequence in perhaps my favorite movie, High Noon. (Somewhere I read that Bill Clinton ran High Noon something like eleven times while he was in the White House.)

  My aunt Dru Barner lived in this same gold country area and had once dated the man who wrote the book The Tin Star, on which High Noon was based. The family called her Druie and she was a true horseman, gender aside. She was the first woman to win the Tevis Cup, riding her horse on a grueling trek over an old Pony Express route. It was a hundred-mile trail ride that had to be completed in twenty-four hours. She started at 5:15 a.m. near Truckee, California, went across the crest of the Sierra Nevada, and ended at 5:15 a.m. in Auburn, California, the town where she lived. She carried a Pony Express mail sack with a letter to me, which I still have. I was fourteen, and this was an endurance ride for horses and people that I didn’t fully understand, but I have subsequently met horse people who, when they learn that Dru Barner was my aunt, look a little astonished. My aunt was almost fifty years old when she finally won this race, and she neither screamed nor fell down on this ride . . . ever.

  Pixar

  I pulled up to ILM one morning around 1986 and there was a new Porsche parked on the street in front of Building C. Unlike the modified tilt-up warehouse where I worked, George and Marcia had designed C from the ground up. At its heart was a magnificent Art Deco screening room that was primarily used as a sound mixing theater for movies. Directors spend months sitting in these kinds of rooms, guiding the process of the final sound design of their films. Feature films are essentially shot silent, with just the best temporary voice track of the actors that can be grabbed on location. Every other sound you hear is laid in—footsteps, car engines, growling dogs, all of it. What can’t be found in the huge studio sound libraries is created, on the spot or in the field, in a process called Foley, after Jack Foley, who brought to film his techniques from the old “live” radio programs where sound effects had to be created during the broadcasts.

  The rough dialogue captured on location is often replaced using a technique called ADR, or automatic dialogue replacement. The actor watches and listens to himself speaking his original lines and mimics himself in a new “clean” recording. Then all of these elements, and especially the musical score, written specifically for the movie, is finalized in the sound mixing theater under the supervision of the director.

  Since filmmakers spend their lives on location, in editing rooms, or in mixing theaters like this one, George and Marcia decided to build the most beautiful and comfortable one they could imagine. I never toured anyone into that room whose first reaction upon my opening the door wasn’t to say “Wow.” But that wasn’t all this building had to offer. Marcia was primarily an editor, so there was also a suite of film editing rooms across the front of the building. Most editing rooms are dingy holes buried somewhere on a big movie studio lot. Not these. These had the thick beige carpets normally found only in an executive’s office. They had a bank of windows that were shaded by an overhanging balcony that hid a long patio garden, which could be reached by French doors off each room.

  Behind the theater was a huge shooting stage that was connected by a well-insulated door and an air lock which, the theater having been built in such a way that it floated independently inside the larger building, made it nearly soundproof. The stage was three stories high and equipped for shooting special effects against a large blue-screen backdrop.

  On the top floor was the Lucasfilm computer division. Since the license plate on that fancy Porsche I had seen parked out front said NEXT, it wasn’t too hard to figure out that Steve Jobs was visiting the computer guys (contrary to what others have written, Jobs’s car did indeed have a license plate). Steve had famously been forced out of Apple, the company he cofounded, and had started a new venture called Next.

  We called the computer guys “propeller heads” because they were all brainiacs to us, working on money-losing projects. They took our teasing well, though, and once showed up at a company meeting wearing beanie hats with little plastic propellers on top that spun when they walked. The ones I knew, and them barely, were John Lasseter, Ed Catmull, David DiFrancesco, Ralph Guggenheim, and Don Conway.

  The propeller heads were working on several important things here. One was a laser scanner that could convert motion picture film to digital data. Moviemaking had broken down to image capture and image processing. Digital capture didn’t exist yet. It could be pulled off, but it wasn’t practical. So most directors shot on film, scanned it to digital, manipulated it, and then scanned it back to film again for release to theaters.

  Once you have motion pictures in a digital format inside a computer, anything is possible. You can manipulate the image, composite it with other elements, and essentially do anything you want with it. When you are done, you scan it back to film and cut it into your movie, and nobody is the wiser. This simple technical feat would soon revolutionize moviemaking. We had pioneered the scanner with Eastman Kodak.

  The other thing they were working on was the Pixar, a software system for manipulating computer images, images that were solely the product of ones and zeros—digital data that could have full photo realism, indistinguishable from images captured by a motion picture camera, yet flexible enough to allow any image an artist might imagine to be produced. Much of this was years away from practical reality and would still require millions of dollars of additional investment. That is where Steve Jobs came in. Much like his legendary visit to Xerox PARC in Palo Alto, where he was shown the graphical user interface, the pointing device, an advanced version of the mouse, etc.—all of which he would walk back to Apple and incorporate into his future personal computers—this Lucasfilm fishing expedition would also prove fruitful.

  In 1983 the part of the Lucasfilm computer division working on producing images hired a young animator who had been fired from Disney named John Lasseter to help them spiff up the demonstration films they were producing. Up to that point they had shown off the power of their software by producing fairly boring examples on film.

  John and his team would often call me up and ask for some screening room time so they could see their work projected on the big screen. This is where I first saw a computer-generated film Lasseter had animated called Luxo Jr. If you’ve ever seen the company logo at the head of a Pixar production, you will recognize the little lamp character animated there—that’s Luxo.

  This screening was amazing to me. Up until now all these guys had ever brought for screenings were technical demonstrations of the fine points of computer animation problems they had solved. This had Luxo lamps as fully realized cartoon characters. In its own way, it was brilliant. I remember thinking, if this guy can get that much emotion out of a desk lamp, we are looking at a real talent here.

  John continued to make several wonderful animated films for Lucasfilm, but what his team really wanted to make was a feature animated film. At some point one of the lead computer people had a meeting with George, outlining what they proposed to do. George listened carefully, said good-bye, and drove back to the Ranch. The next day the president of Lucasfilm came down to the computer division and said, “Don’t ever mention this idea to George again.” This was a very costly decision for George to make, because Pixar was to go on to become by far the most successful animation studio in the world. When it was sold to Disney, the return to Steve Jobs dwarfed the money he had made from Apple.

  Money was the reason for the dec
ision to sell what would become Pixar to Jobs—that and the fact that George had stated many times, “There is only one filmmaker at this company, and that is George Lucas.” He didn’t want things going out, essentially under his name, that could bomb and tarnish Lucasfilm’s reputation. If he was going to put something on the line, then he wanted to control it. But the money was the biggest factor.

  After the successful release of Jedi, George and Marcia announced that they were divorcing. Divorces are expensive and this one was no different, except for the fact that Marcia was a full partner in building the film empire that was now to be split. The sad thing was that her contributions were no longer going to be felt. It is not easy to find someone who is not only capable of pointing out flaws in dramatic film structure, but also able to tell you how to fix them.

  There is a story about Steven Spielberg running the original Raiders of the Lost Ark for his friends before it was released. Whatever you think of these “popcorn” movies, you have to admit that George and Steven came up with a hell of an entertaining thrill ride with this one. No matter. At the end of the screening, Marcia said, “There is no emotional resolution to the story. You need a scene where we find out what happens to Indy and the girl.” She pinpointed the problem and offered a solution. Priceless advice. Steven shot an additional scene, released the movie, and the rest is history.

  A team was hired to inventory the entire company, top to bottom. Every item was identified, tagged, and appraised. When they came through my department, they counted and tagged everything on my editing bench: “one splicer, one 35mm synchronizer, two rewinds,” etc. When it was all added up, they split it right down the middle and George bought back the half of the company he didn’t already own for $50 million. In hindsight, this is one of the greatest investments in motion picture history when one considers the fairly recent sale to Disney for $4.05 billion, not including the Ranch. To give you some perspective on big numbers like these, that “.05” after the “$4”—that’s $50 million right there.

  Steve Jobs purchased what was to become Pixar from Lucasfilm for $10 million, $5 million in cash and $5 million in other guarantees, with Lucas retaining the use of certain software that would be important to the company in the future.

  One of the telling things about these kinds of deals is what was being sold, especially in light of the fact that we now know that there was collusion among many of the Bay Area technology companies, including Apple and Lucasfilm, in employee compensation. The companies had agreed among themselves to not compete with each other by offering salaries that the market would otherwise determine in competition for the best of the talent pool. They didn’t want to have a market value placed on the talents of their most-valuable employees, so they forbade competition among high-tech companies for the best workers.

  Yet many purchase contracts for entire companies include a crucial “key man” clause, meaning that the deal that they are making is largely for the talent and services of key employees. Without these individuals, there is no deal, as the rest of the assets are not worth the money being offered. Adam Smith’s “invisible hand of the market place” had become merely a robotic arm controlled by the owners of high-tech companies. Employees were being paid by one set of valuations but then sold off by another.

  Of course, I didn’t know anything about this at the time. It seemed like the best employees were being compensated fairly for the skills they possessed—at least until a lot of movie companies went digital and things changed for everyone as computer graphics began to dominate our production world. In this new world, George Lucas would have never been hired by his own company, and neither would I.

  After Pixar’s huge successes at making feature animation movies, the same ones that they wanted to make for George, I heard George comment on his having sold it. “The only thing I regret,” he said, “is having let this successful model out into the world where others could copy it.” What an interesting comment. His greatest concern was the revealing of how we did things. The process. The secret sauce we used. And it was true, we had a very sophisticated system. Steven Spielberg later remarked in a Wired magazine article, “I always thought that if ILM had run the space agency, we’d have colonized Mars by now.”

  Even though we groused about it all the time, the system we had was pretty damn good. Part of it was that we were extremely well organized. Everything was tracked—every shot, every element, every sequence, and every dollar. We always knew where we were and what the forecasts were for completing our work on time. Someone was watching every cog and wheel in the whole machine, with an oilcan ready should there be any squeaks. That was the logical stuff. Then there was the illogical stuff, the creative stuff.

  We hired artist’s models to come by for drawing classes open to everyone. We had what we called a “free speech” board hung just outside the door to editorial for people to post whatever they thought was of interest. It was like a mirror into what everyone was thinking, and it was often George’s first stop after leaving dailies each morning. It was funny, informative, newsworthy, and outrageous, and it changed every day. As the keepers of the company film archives, editorial also kept track of this board and saved everything that was ever posted, storing large cardboard boxes of the clippings, artwork, signs, reviews, articles—whatever was posted—until we had a couple of decades’ worth.

  There was an artist’s drawing of what the then-thirty-three-year-old Muhammad Ali might look like when he was in his seventies. There was a prediction that houses in the future might cost as much as $250,000 (something we all thought was impossible). But one of the most controversial things ever posted was an interview where George had stated that “what you are by age thirty is what you will be in life.” That was too scary for most people to accept.

  I’m sure someone has thrown all this out by now, but when I came to run editorial, I continued the tradition of my predecessors for at least another decade. This was all silly stuff, but it had its purpose. People gathered around this bulletin board just like they did the nearby coffee bar and water cooler, people who didn’t normally interact because they didn’t work together. I organized after-work poker parties and invited different people from around the company for similar reasons—just to get them to know each other better.

  All these little things helped support a creative environment. It may not seem like much, but when I was touring a group of Japanese executives from Matsushita, the giant electronics company that goes by the name Panasonic in this country, around editorial one day (Lucasfilm had a deal to help them learn how to foster a more creative environment in their company), one of the executives called me aside and asked who decided which station to play on the radio that was blaring near someone’s editing bench. I was a little taken aback by what the question implied. “Each employee decides for himself what he wants to listen to,” I answered. It was apparent that this answer surprised them. It made me think that we would not be seeing a surge in Japanese creativity anytime soon.

  I wish I could have shown them some of the many drawings that various artists I worked with over the years had left on my desk. Some were jokes from my supervisor Ken, suggesting that we were all doomed with a drawing of a Titanic-like ocean liner with ILM signage, sinking. Or Ken himself being eaten by a shark, or perhaps a drawing of a cartoon clock face urging me to “Hurry up, Bill.”

  Then there was the elaborate apology drawing from someone in the art department, lamenting that he had interrupted me the prior evening looking for something that he now realized he already had. The image was of him passed out among a bevy of pretty girls, with a caption suggesting that had he not been out-of-his-mind drunk, he never would have done such a thing.

  It was this kind of silliness and camaraderie that helped us break the tension and bond with our comrades as if we were all in the same boat, which we were.

  A Jolt of Money

  Recently, I made an arrangement with the Motio
n Picture Academy Film Archive to permanently store the negatives from my films there. It is a wonderful program and archive dedicated to Mary Pickford, who was a founding member of the Academy. It is fitting that my modest contributions to movie history should wind up in the archive of my old neighbor Bessie Barriscale’s buddy Mary. I drove the many cases of film to Los Angles myself.

  I always preferred to drive from San Francisco rather than fly, whether it was for film business or for pleasure. I would go as far as Santa Barbara and stay there overnight. It is a beautiful town and is the second home to many Hollywood luminaries. The town is a sort of off-site Beverly Hills, for the really rich. It is one of those places where the vast worldwide flow of money finally lands. In a way it is the prize for making it big—this is the endgame. George recently purchased a $19 million teardown here just to get the beachfront.

  The elite would stay in their hillside mansions and I would stay at the Motel 6, as I did again this trip. That was my beachfront. This motel is the original location of the national chain and is one block from the water. You can see the ocean from some of the rooms. It may be a dead-cheap motel, but it is in a beautiful neighborhood that is a mixture of expensive lodging and private homes. This was a perfect metaphor for what my life had become. I sometimes rubbed shoulders with the rich and famous, but I was just a visitor to their world.

  In the morning I would walk over to the Shoreline Beach Cafe, which is right on the sand, where all the beautiful people are either having their morning coffee or plunked down after an early jog on a path that runs the several-mile length of the beach. For breakfast my wife and I would sometimes go to the Santa Barbara Biltmore, a luxury hotel that was built in a sort of Mediterranean / Spanish Revival style in 1927 and is now managed by the Four Seasons Hotel Group. It is outrageously expensive to actually stay there; however, brunch on the patio lets one see the whole glorious mix of rich gardens and the tastefully grand old hotel with unobstructed views of the ocean under an abundance of California sunshine, relatively cheaply.