The Making of Star Wars: The Empire Strikes Back (Enhanced Edition)
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By the end of 1977, Star Wars had become the all-time number one champ at the domestic box office with about $127 million in rentals, which earned, after taxes, about $12 million for Lucas. (As stated, the movie would eventually rank second in number of tickets sold after Gone with the Wind, 1939.) But it was just beginning to open in some foreign markets, such as the United Kingdom, where Gary Kurtz attended the premiere on December 26.
“When I returned to London, excitement was mounting at the prospect of its arrival there,” Alan Arnold writes. “As in America, the film was getting an amazing amount of attention from the media, but the difference was that in England no one, not even the critics, had seen it. The newsmen, not the publicists, were heralding its arrival, and in some other countries a similar situation was developing.
“When Star Wars did arrive at the Dominion Theatre, London, I was able to see for myself the exceptional degree of involvement with its audience that Star Wars evoked. It was also apparent that publicity’s most potent agent, word of mouth, was spreading the film’s fame more effectively than a whole army of publicists could ever hope to do. When I talked with the distributors, they told me that no film in living memory had launched itself with such meteoric thrust […] Such an impatient public clamor was unique in modern times. Indeed, for something comparable we must go back to the last century and consider the crowds that gathered at the docksides in Boston and New York to await the arrival from England of fresh installments of [Charles Dickens’s] Pickwick Papers [1836–1837].”
BLITZKRIEG IN THE SNOW
On December 8, 1977, Fox lawyers sent a letter to MCA, the parent company of Universal and ABC, asking them to halt production of Battlestar Galactica, referring specifically to work being done at the “ILM facility.” MCA refused. Concurrently in the month of December, Lucas continued to conceptualize the snow battle with McQuarrie and Johnston, while Brackett wrote the first draft of the screenplay.
On December 7, McQuarrie began to illustrate “Metal (Vader’s) Castle.” “That was the first production painting I made,” he says. “I figured most of it was going to be covered up with snow, but there would be these round towers in various types of metal sticking out. I put a couple of figures struggling along in the snow in the foreground, for scale, with the wind blowing.”
But as the artist painted, he felt what nearly everyone working on the sequel would feel at one time or another: enormous pressure. The innocence of Star Wars was gone, and both cast and crew knew their work on the second film would have to satisfy enormous expectations.
“The first film was very important all of a sudden, when it finally came out,” McQuarrie says. “So I think I was a bit self-conscious for the second film, because I was aware my paintings were going to be reproduced after their film use. I had a whole different attitude. I thought, Gee, I better make ’em a little tighter. I kind of froze up for a little while. I tried harder, but I didn’t necessarily get better results. But after a couple of days, I just went right back into my usual format and worked on them with the same attitude as before. I had to do away with all that business of, It’s an important thing, you know, ’cause it doesn’t help the painting at all, or the design.”
Mcquarrie met with Lucas on December 9 and showed him the artwork. Lucas wanted more exploration, asking to see Vader’s castle in a lava environment. They also went over the artist’s first 29 sketches of tanks and snow lizards, while Johnston focused on the snow vehicles.
“I was working on the design of an animal called the tauntaun,” McQuarrie says. “I started off with a dinosaur kind of look, but George wanted it to be a two-legged critter. It’s this large beast that Luke rides around on. I thought it was going to be used in the middle of the desert. As it turns out, it’s an animal that has to function in the snow! So I took back the beast and winterized it.”
“George actually told Ralph a few times to think of a big rat,” Johnston says. “He wanted a big rat-like snow creature. And as it turned out, Ralph’s sketch looked like a big rat with human legs! That design alone would have made for complications.”
For his part, Johnston was having problems with the tank idea because he felt it would be impossible to hide the fact that the supposedly alien vehicles were essentially ill-disguised conventional vehicles. He therefore proposed, in late 1977, a two-legged armed conveyance (seen in drawing 0034, on this page); Lucas liked the idea but wanted something larger.
“Then I ran across a Xerox that a friend of mine had,” Johnston says. “It was a promotional brochure put out by US Steel in the early 1960s and contained a whole slew of full-color paintings indicating, ‘What steel will be used for in the future.’ The paintings were done by Syd Mead. Interestingly enough, one of the paintings showed a four-legged walking truck! That’s where the initial walker idea came from. It wasn’t a military vehicle, it was just a transportation thing, but I thought it would make a great fighting vehicle if you took off the truck bed and put an armored body and head on it.”
Johnston was also inspired by something he’d seen on TV, the General Electric Walking Truck by R. Mosher (1968). “The walkers were inspired by War of the Worlds more than anything else,” Lucas says. “Where the Martians walked in machines like giant spiders. I was trying to come up with a way of making this battle different.”
Preproduction concept work went slowly. Lucas’s base was up north, the artists were down south, and Lucas was spread thin between his new business requirements and film projects, such as More American Graffiti. That sequel was being produced by Howard Kazanjian, an old friend of Lucas’s from USC’s School of Cinema.
“At that time, we were trying to build Camelot,” Kazanjian says. “George talked to me often about his goals and how big he thought the company would be. He talked to me about the sequel to American Graffiti and his obligations that he felt he had to Universal, which was to do a third picture. That was Radioland Murders [1994].”
“During the development stages, we often waited until we could talk with George and get his ideas before we actually finalized anything,” McQuarrie says. “If George is out of town, more often than not, a great many things are left hanging until he comes back.”
Color concept sketch of an encounter with a snow monster, by McQuarrie, late 1977.
Snow creature concepts by Johnston (nos. 133, January 1978; and 161, February 1978). Both bear Lucas’s stamp of approval: “Wonderful.”
Snow creature head concepts by Johnston, February 1978 (and stamped “wonderful” by Lucas).
THE FALCON AND THE EGG
One solution to his myriad production challenges was to create a more substantial base in Hollywood. To that end, Lucas purchased property on Lankershim Boulevard in Los Angeles on January 4, 1978, paying $1,050,000. “It was just an old egg company building; that’s why we called it the Egg Company,” says Weber. “It was George’s intention to renovate it and build it into offices.”
“They bought it because it was a great location,” says Tong. “It was directly across the street from Universal Studios and George always thought, Hell, it can only go up in value.”
In early 1978, the corporate structure of Lucasfilm consisted of Charlie Weber as president; John Moohr as vice president of finance and administration; Howard Kazanjian as vice president of Medway Productions, which handled non–Star Wars Lucasfilm projects; and Gary Kurtz, vice president of production on Star Wars.
“We knew there was gonna be a lot of financial income and outgo,” says Weber, “and we needed a strong financial base. So we hired a CFO.”
“George suggested to Charlie, ‘We need a vice president, so why don’t you consider the man that was running against you?’ ” Kazanjian says. “And that’s how John Moohr came into the picture. Charlie hired Moohr, who had been the runner-up.”
The part of the company growing the most rapidly was Black Falcon Ltd., which would have about 30 employees by the end of 1978. “The name Black Falcon was a take on the 1940s comic strip Blackh
awk,” says Lucas, “because we were the mercenary young rebels against the system. Nobody had ever done it. It was like, We’re the underground licensors.”
“Star Wars licensing and merchandising was going to have to provide the financial base to sustain the company until Empire was released,” says Tong.
“On the first film we shared the merchandising operation with Fox and we were essentially duplicating the same things,” says Lucas. “Fox didn’t have a real merchandising division, so we built one up. After the film was a big success and I knew I was going to make more films, I felt I had to have that merchandising company to get the maximum out of what we wanted. The whole idea was to have quality and things of interest. My premise at Black Falcon is, if it’s a good-quality product, then we may be interested, even if we don’t make as much money as we would with someone else who would make a lesser product. We had conflicts with Fox because it’s contrary to the way people do business. Some junk jewelry manufacturers came by and said, ‘We’ll give you half a million dollars.’ And we said, ‘No, we don’t want that.’ Fox got very upset because there was a great deal of money involved. But I didn’t want to have Star Wars junk in every five-and-dime store in the country.”
“Charlie was learning on the job; I was learning on the job,” says Ferguson. “And except for the filmmaking side, George was learning on the job. Apart from Disney, to some extent, nobody had ever developed an ancillary products business of this magnitude.”
Concept sketch for “Metal (Vader’s) Castle” by McQuarrie, December 7–9, 1977.
Concept sketch for “Metal (Vader’s) Castle” by McQuarrie, December 7–9, 1977.
Concept sketch for “Metal (Vader’s) Castle” by McQuarrie, December 7–9, 1977.
The final painting of “Metal (Vader’s) Castle” by McQuarrie, December 7–9, 1977. Left over from earlier concepts of Vader’s home, the spires in the final painting are part of a hidden Rebel base, which was a converted “ice castle,” according to the artist.
McQuarrie ice castle concept sketch.
McQuarrie ice castle concept sketch.
A SECOND COMING
On January 25, 1978, The Hollywood Reporter leaked the title of the film, but word did not spread (another sign of the scant interest afforded sequels). Secrecy was a major factor for Empire compared with its predecessor, however, and the story itself was going to be closely guarded. “Television executives are not at all above hearing about a project, getting hold of a script, changing it a little to get around the copyright, and having a TV movie come out while the film is running to capitalize on the money spent promoting the movie,” Lucas says. “That makes it harder to get people out of their houses to see movies, even if they’re better.”
While potential pitfalls remained, a very real problem arose that month. “During the making of Star Wars, George and Gary asked me if I would reappear in a sequel,” says Alec Guinness. “I told them, ‘Yes, absolutely.’ I was quite emphatic about it—but I’ve developed wretched eye trouble. It’s threatening to blind my left eye. Specialists told me that under no circumstances must I go into bright light. So I’ve sort of withdrawn, feeling I had no option.”
Losing Guinness as Obi-Wan made his successor, Minch Yoda, that much more important to the film. “One of the challenges was I had to replace Obi-Wan Kenobi,” says Lucas. “I wanted something like Guinness; I wanted to transfer his performance into Yoda, so I worked on Yoda with Joe Johnston at first. I wanted someone very old and very unassuming.”
That February, Johnston made his first concept sketches of a tiny Jedi Master, whose look progressed under Lucas’s tutelage from a kind of miniature Santa Claus to a green-skinned, large-eared, three-toed alien with an elfin mien. “I remember George saying that Yoda was 400 years old,” says Johnston. “But the way George liked to work was to toss out an idea. He’d say, ‘Do anything you want. I’m not gonna tell you what this thing should be.’ So the early designs went off in a hundred different directions. He had long legs. Some of them looked like Big Bird. Some of them had this little furry body.
“So George would go off for two or three weeks and he’d come back and we’d have stacks of drawings. And out of a hundred drawings, he might pick two and say, ‘This is an interesting direction, you know, do a hundred more.’ It was a pretty leisurely way to work, because I could just sit there and sketch all day. I was under no pressure at all, as long as when he came back, we had made progress.”
“The head is slightly too large for his body,” Lucas says, “which makes him look like an 800-year-old baby and, perhaps, more attractive.”
“I don’t really remember how we ended up with that particular design,” Johnston says of a semi-final concept, “except we sort of combined a leprechaun and a troll and a gnome.”
First breakthrough walker concept, with two legs, by Johnston (no. 34), late 1977.
The General Electric Walking Truck by R. Mosher (1968).
An illustration by Syd Mead for a U.S. Steel brochure (circa 1961). The General Electric Walking Truck and the illustration by Mead were both were inspirations for the transformation of the two-legged walker into a four-leg machine. But the original concept behind the walkers were those alien terrors in H.G. Wells’s The War of the Worlds (published in 1898).
A Classics Illustrated comic book cover showcased the martian machines in artwork by Lou Cameron, 1955.
Imperial troopers and walker feet concept by Johnston (no. 36), late 1977, after Lucas had requested a larger walker.
A January 1978 color sketch concept by Johnston of an ice corridor in the rebel hangar, with arriving X-wings.
A page of McQuarrie concept thumbnails of an Imperial walker.
A KINDLY SORCERER
With an embryonic but growing corporate structure, Lucas had to define Kurtz’s parameters, which he did in a memo to the producer on February 17, 1978. Kurtz was given some leeway, but his ability to make deals was carefully proscribed: “No percentage points in the picture can be allotted to anyone, including partial points, without a written approval by myself … You must try to keep in close contact with Charlie Weber regarding the budget and all the financial aspects of the film.” Anything more than 10 percent over budget would have to be approved by Lucas or Weber.
There was a concern that Kurtz would not be able to handle the enormous job of producing the second film; on Star Wars, Lucas had shouldered more of the producer’s burden than he’d wanted, while directing, and had been disappointed with some developments that Kurtz had not helped resolve. For Empire, Lucas had therefore considered having Kazanjian as executive producer and Watts as producer. But Kurtz had pleaded his case: He’d worked with Lucas as far back as Graffiti, he’d been loyal, and he knew the property.
Against his own misgivings, Lucas had acquiesced. Kurtz therefore continued to be Empire’s recruitment officer and, from late 1977 to early 1978, sought out directorial candidates. “I’ve retired from directing,” Lucas says. “If I directed Empire, then I’d have to direct the next one and the next for the rest of my life. I’ve never really liked directing. I became a director because I didn’t like directors telling me how to edit, and I became a writer because I had to write something in order to be able to direct something. So I did everything out of necessity, but what I really like is editing.”
“We found out during our various interviews with directors that it was more difficult than we had thought to find someone that seemed to be right in terms of their attitude toward the material,” Kurtz says. “I talked to Alan Parker, the English director, after he had done Bugsy Malone [1976], not only about this picture but also about another picture for us. He was interested, but felt that he wanted to do his own project next. We talked to John Badham, who did Saturday Night Fever [1977].”
Revised walker concept by Johnston (no. 108), January 1978.
Revised walker concept by Johnston (no. 135, with rear gunner), January 1978 (note the walker’s varying size).
Re
vised walker concept by Johnston (no. 109), January 1978.
Johnston storyboards of the snow battle (no. 116), January 1978.
Johnston storyboards (no. 186), February 1978.
Snow battle storyboards by Johnston (no. 117), January 1978.
Snow battle storyboards by Johnston (no. 121), January 1978.
Snow battle storyboards by Johnston (no. 122), January 1978 (the tanks, with tow cables, are now being used by the Rebels to trip up the Imperial walkers).
Johnston storyboards of the snow battle (no. 111), January 1978.
Johnston storyboards of the snow battle (no. 113), January 1978.
Johnston storyboard of the snow battle (no. 115), January 1978.
Johnston storyboards of the snow battle (no. 118), January 1978.