Ultimately, Coppola saw Zoetrope as occupying the same space in film that the Beatles’ Apple Corps did in music—a company in which creativity trumped commerce, and every voice deserved to be heard. “We value the fact that young people come to us,” Coppola said. “We will look at anyone’s film and read anyone’s manuscript.”99 Lucas agreed with that approach to a certain extent—“We say, ‘We think you are a talented, functioning person and we are hiring you because of your abilities, and whatever you come up with, we’re going to take,’” he said—but he didn’t see Zoetrope as quite the artistic Eden that Coppola did. To Lucas, it was more of “a loose confederation of radicals and hippies.”100 As he put it: “It was very rebellious. We had very off-the-wall ideas that never would have been allowed to infiltrate the studios.”101
Some of those off-the-wall ideas extended beyond what was on the screen to how movies should be made, distributed, and sold. Both Coppola and Lucas predicted a bold, high-tech future, with movies “sold like soup,” said Coppola. “You’ll be able to buy it in cartridges for $3 and play it as you would a record, at home.”102 Sitting in conversation with Mel Gussow of the New York Times in his Zoetrope office one afternoon beneath a wall-sized photo of Eisenstein, Lucas seconded Coppola’s enthusiasm for videocassettes—a technology that would arrive in nearly every home more than a decade later—and confidently predicted that movies would eventually be produced in a 3-D format, perhaps even as holograms. He was, however, even more excited by the idea that cameras and other filmmaking equipment might eventually become so compact and inexpensive that anyone could make a movie, thereby cutting out the need for the Hollywood machine altogether. “The joke here is that Mattel will come out with a complete filmmaking kit. It will be all plastic, and any ten year old can make a film,” said Lucas. “I look forward to the dispersal—when you don’t need a place like this.”103 Lucas loved the idea of democratizing the filmmaking process: to him, that was what Zoetrope was really all about.
Lucas began filming THX 1138 on Monday, September 22, 1969, shooting from 8 a.m. to 7 p.m. in the still unfinished Bay Area Rapid Transit system. Fleshing out his fifteen-minute student piece into a more fully realized ninety-minute film had required Lucas to plumb a few of his own experiences to frame the look and feel of his protagonist THX’s environment. “[George] said he got part of the idea for the world of sterile living when he was commuting on Southern California’s concrete freeways,” his mother, Dorothy, recalled, “and as he glanced over all its concrete buildings, ‘What a world,’ he would say.”104 For THX’s distinctively stark look, Lucas would make the most of his well-scouted locations—he would build only one interior set—filming not only in the empty BART system but also at the Oakland Arena, the Marin Civic Center, and the campus of Berkeley. With a strategically placed camera, Lucas could make even a normal escalator look vaguely exotic. And as with his experience shooting the first version of THX, there were days when he and his crew had to film quickly and without permits. “Sometimes we’d only have about two hours to shoot in a particular place,” said Lucas. “There were lots of things that made it feel like a street film—we would get in there, get our shots before the police came, and then run away as fast as we could.”105
THX’s impersonal, imperfect, mechanized society was inspired by an experience at USC in which the university’s new computer system had garbled every student’s course schedule. “That really made an impression on his mind,” said Dorothy Lucas.106 The final script, then, established the world that had only been hinted at in Lucas’s student film, setting THX in a cold, oppressive society in which the government monitored its residents, set priorities based on budgets, and required its citizens to live and work in a drug-induced, emotionless stupor.
Lucas and Murch had also fleshed out the role of THX’s mate, LUH 3417, who decreases THX’s state-sanctioned drug intake. As THX gradually shakes himself loose from the influence of drugs, he becomes more aware of and conflicted by emotions, until he and LUH finally make love—a criminal offense that puts him on trial for sexual perversion and drug evasion. THX is sentenced to be conditioned and held in detention: an endless white expanse populated by other nonconformists—some dangerous, some merely different—including the speechmaking SEN 5241, who may or may not have a prurient interest in THX. Tired of imprisonment, THX simply walks out of confinement and into the white void. It was a major turning point in the plot, and Lucas wanted everyone to appreciate the message he was trying to convey. It was “the importance of self and being able to step out of whatever you’re in and move forward rather than being stuck in your little rut,” Lucas explained in 1971. “People would give anything to quit their jobs. All they have to do is do it.… They’re people in cages with open doors.”107
When authorities become aware of THX’s disappearance, they announce a projected time and budget for his capture—and Lucas devotes the final third of the film to the pursuit of THX, finally placing the extended chase sequence of his student film into a larger context. With chrome-faced robot policemen in pursuit, THX eventually steals a car—Lucas would always love the opportunity to film racing cars—and speeds down an endless series of tunnels, finally crashing into scaffolding. He continues on foot, harassed for a moment by the squat shell people, until he reaches a ladder and begins climbing, with a robot policeman nearly on his heels, only a few rungs below him. As THX nears the top, the policeman is ordered to abort the chase, as the budget for his capture has been exceeded. Finally free from pursuit, THX climbs to the surface, where he stands against a backdrop of a blazing sunset—the shot Lucas had envisioned since at least 1966, now in full color and wide-screen.
At its core, THX 1138 was about refusing to accept the status quo. “[It’s] about a hero who lives in an anthill and dares to go outside,” Lucas would say later. In a way, that was what he and Coppola were doing with Zoetrope. Like THX, they too had broken away from the system in pursuit of a freedom that could be had if one was simply willing to walk away from the status quo. As Lucas noted, “this issue of leaving a safe environment and going into the unknown” would be an underlying premise of his first three films, running in a thematic straight line from THX through American Graffiti and on into Star Wars. “I was very consistent in my cinematic obsessions,” he admitted.108 While critics would later pick apart THX, it and his other movies would come from the same emotional and psychological core.
Lucas’s real strength, as always, was his visual and artistic sense. At times Lucas could be deliberately arty, showing a lizard crawling through the internal wires of a piece of machinery—an image Lucas insisted was a metaphor, but one that Walter Murch felt worked better if it went unexplained. Lucas would often be accused of favoring machinery over people in his films, and of being cold and emotionless—or, at the very least, uninterested—but he really wanted his images to convey feeling. He was convinced, in fact, that THX was all about emotions—about squashing and suppressing them, struggling to control them, then releasing and embracing them, regardless of the consequences. It was “pure filmmaking,” he insisted; it didn’t always have to make sense, but it definitely had to provoke a feeling or response.
It was also important to Lucas that THX look like nothing else. “My primary concept in approaching the production of THX 1138 was to make a kind of cinema verité film of the future,” he explained to American Cinematographer, “something that would look like a documentary crew had made a film about some character in a time yet to come.”109 For that reason, he had tapped for his directors of photography two documentary filmmakers—newsreel cameraman Albert Kihn and Dave Meyers, who had shot footage for the documentary Woodstock—and insisted they work almost exclusively with available light, just as he had done for his student film. Things could be especially challenging in the detention sequence, which featured actors in white costumes on white furniture against a white background. Lucas was pleased with its distinctive look—fearful of leaving tracks on the white floor, he walked th
e set in his socks—and asked Kihn to keep the camera still, letting actors move almost casually in and out of the shot, much as in a documentary. At other times, Lucas would place his cameramen in almost total darkness, then order them to “put on your fastest lens, open it up all the way and shoot.”110 To Lucas’s surprise, most of the dailies “looked good.” But there was no way he was going to show them to the studio—not even if asked. “They’d have fired me on the spot,” he said later.111
That might have been true. Fortunately, Warner executives had promised to hassle Lucas as little as possible, though they did insist on Coppola’s assigning a line producer to keep an eye on Lucas and this arty science fiction film they were becoming increasingly nervous about. Coppola appointed Larry Sturhahn, his assistant director from You’re a Big Boy Now, to the job, largely because he felt Sturhahn was just abrasive enough to keep Lucas on schedule. The ploy would work—Lucas would bring the picture in on time and on budget—but he seethed constantly about Sturhahn, who seemed always to be on the phone instead of on the set helping him out. In the words of Matthew Robbins, “Sturhahn was assigned to THX so George would have someone to hate.”112
Even if he hated his line producer, Lucas loved his “very professional cast of excellent actors.”113 He knew he was asking a lot of them; everyone would be required to shave their heads, makeup and wardrobe would be minimal, and, at Lucas’s direction, the affect expressed by the characters would be “confused emotion.” Even the dialogue, Lucas said, was “intentionally abstract,” often unrelated to the on-screen visuals, much like Lipsett’s use of dialogue in 21-87.114 “For the actor,” said Lucas, “the less you have to do, the harder it is.”115
Fortunately, Lucas had chosen his actors well; for the title role he had hired Robert Duvall, with whom he’d become friendly during The Rain People. “I’d decided on Bobby before I’d even finished the script,” he said later.116 The role of LUH went to Maggie McOmie, a former Kelly girl who had little acting experience but was eager to shave off her long strawberry blond hair for the role—a decision that upset Lucas more than it did her. The role of SEN, meanwhile, went to the edgy Donald Pleasence, who excelled at playing a combination of smart and sinister.117 Lucas would always admit that working with actors was never his strong suit—“I’m not very good with people, never have been,” he said—and during the shooting of THX he opted not to do much rehearsing, preferring to set up the scene, rehearse it once, then shoot, with no marks and little measuring.118 But Duvall found such a hands-off approach refreshing. “[Lucas] leaves you alone,” said Duvall. “That’s always a welcome thing.… [Y]ou felt you were in safe hands.”119
It didn’t matter much to Lucas anyhow; he’d take care of everything during the editing process.120 Lucas finished shooting THX on the night of November 21, 1969, filming cars crashing in chilly Caldecott Tunnel in Oakland. With shooting complete, he took his film—all 250,000 feet of it—home to Mill Valley, where he planned to edit the movie in his attic rather than at the new facilities at Zoetrope. The Folsom Street offices were too busy and noisy, Lucas explained, with too many distractions—“like trying to write a novel in a newspaper office.”121
It was a decision that didn’t surprise Coppola one bit. “You know what George is like,” he sighed.122
After spending the last part of 1969 renovating and decorating the Zoetrope offices, Coppola was ready to officially open the doors—and on Friday, December 12, he did so with his usual panache, throwing an enormous party to which pretty much the entire city of San Francisco was invited. “All of the rock groups” were there, recalled Milius. “There was a lot of dope being smoked, a lot of sex. It was great.”123 John Calley was there too, hands in his pockets, mouth slightly agape, and probably wondering what in the world he had gotten himself and Warners into.
Coppola didn’t care. With Lucas at work editing THX 1138 and the rest of his apostles developing scripts and planning projects, Coppola at last had his cinematic Eden—part hippie commune, part artists’ colony, and all his. “It was like a dream,” he said. “It was like a film school that never existed.” Lucas, too, thought it was about as near to nirvana as a filmmaker could get. “The closest we came to the dream was when we were doing THX and everybody was writing their scripts,” said Lucas, “and everybody was hanging out at the pool table drinking cappuccinos and waxing philosophic about the new world order and everything.” John Milius agreed. “It was,” he said enthusiastically, “the best thing we ever did.”124
It wouldn’t last long—and it would be largely Lucas’s and THX’s fault.
After completing filming on THX in November 1969, Lucas, Marcia, and Walter Murch spent nearly six months editing the film, working almost nonstop seven days a week. “The clatter of film was heard twenty-four hours a day,” noted Murch.125 George and Marcia would edit all day, then stop each evening when Murch arrived on his motorcycle, roaring in from Sausalito, five miles away, where he was living on a houseboat. They would discuss the film over dinner, then Murch would spend all night editing the film’s sound. Each day, Lucas hoped he had left Murch with something in the film’s visuals that would inspire him in the way he cut together the sound; similarly, when Murch handed off the film each morning, he hoped Lucas would hear something in the sound track that would influence the way he assembled the film. It was a marriage of sound and image, and Lucas loved the way they played off each other—and they would all talk over the film’s continuing evolution at breakfast, before Murch headed back to Sausalito and the Lucases climbed up the stairs to the editing room.
And so it went, on into the spring of 1970. The pace was exhausting, but Lucas loved the editing process, and he was pleased with the way the movie was coming together. Marcia wasn’t so sure. While Lucas continued to insist that THX was all about emotion, Marcia didn’t think it was working. “I like to become emotionally involved in a movie,” she said. “I never cared for THX because it left me cold.” But that sort of criticism only made Lucas angry; he told Marcia she didn’t understand. Marcia nodded and continued to edit the film in line with Lucas’s vision, but she wasn’t happy about it. “All he wanted to do was abstract filmmaking, tone poems, collections of images,” she sighed.126
In May 1970, nervous executives at Warner Bros. finally asked to see THX 1138 for themselves. It had been seven months since Lucas had completed filming, and Coppola had continually promised the studio that Lucas was taking the time he needed to give them something truly great. Now it was time for Coppola to put up or shut up. The night before his meeting with Warners, Coppola came by Lucas’s house for his first look at THX.
When it was over, Coppola sat in silence for a moment. “Well,” he said slowly, “this is either going to be a masterpiece or masturbation.”127 But he told Lucas not to worry—he would assure Warners that the film was still a work in progress, and that Lucas could fix anything they didn’t like in the next edit. “This is your first film, we’re all learning, we’re trying something new here,” he told Lucas. “It would be crazy to think we’re going to hit the bull’s-eye the first time.”128 Coppola took the film and headed for Hollywood. All Lucas could do was stay in Mill Valley with Marcia and wait.
The next day, Coppola screened THX at the Warner Bros. lot. Besides Ashley and Calley, the studio had brought in several heavy hitters for the session, including Frank Wells, the head of business affairs, Dick Lederer, vice president of production, and story editor Barry Beckerman. Their response, to say the least, wasn’t encouraging. Mostly, the executives were baffled. “Wait a minute, Francis,” asked one, “what’s going on? This is not the screenplay we said we were going to do. This isn’t a commercial movie.” Coppola could only sink down into his seat and mutter, “I don’t know what the fuck this is.”129
Lucas had expected, and prepared for, such a response. “[Francis] doesn’t look at the downside,” Lucas explained later. “I’m always looking at the downside. And he’s going, ‘Oh… you’re an eighty-year-old kid.
… Why are you always worried about everything going wrong? Why don’t you just think about all the success we’re going to have?’”130 In this case, however, Lucas was right to worry, for there was a very real chance the Warner executives were going to take the film and re-edit it themselves. Lucas vowed that wasn’t going to happen—and he even co-opted several Zoetropers into a contingency plan. As the film rolled, Murch, Caleb Deschanel, and Matthew Robbins waited at the base of the famous Warner Bros. water tower, just outside the screening room. The moment the movie ended, they ran up to the projection booth, took the film cans, and sped away in Robbins’s Volkswagen minibus.
While Ashley wasn’t actually planning to take the film from Lucas—at least not yet—he did tell Coppola that the film somehow needed to be made more “accessible” to audiences. Lucas was stunned; in his view, he’d made a movie that was much more accessible than the original student film. It was “accessible, but also stylized and two-dimensional,” Lucas said later, and it frustrated him that the studio executives just didn’t get it.131 “They didn’t understand it at all,” he complained. “They were completely confused by it.”132 Marcia tried not to remind him she had told him so. “When the studio didn’t like the film, I wasn’t surprised,” she said later. “But George just said to me, I was stupid and knew nothing. Because I was just a Valley Girl. He was the intellectual.”133
Intellectual or not, Lucas had a very real problem. Ashley was willing to give Lucas the opportunity to recut the film himself, and asked that he work with Fred Weintraub, the studio’s vice president of creative services, to find a middle ground. Weintraub was a big, bearded man with a bohemian streak, but at age forty-two, he had little patience with the avant-garde; he wanted mainstream appeal. In 1975, he would produce Bruce Lee’s Enter the Dragon, a film that was much more his speed. One of Weintraub’s first recommendations, then, was for Lucas to take the diminutive shell people, who appeared in the last half of the film, and move them to the beginning of the movie instead, and then tell the rest of the film as flashback. “Put the freaks up front,” he told Lucas matter-of-factly—and to this day, Lucas can only repeat the phrase with contempt: Put the freaks up front. “Forget it,” Lucas told Coppola, “I’m not doing any of this stuff,” and he and Weintraub would go around and around again. “[George] had to sit in the same room as one of the monsters, one of the freaks, who had the power to tell him what to do,” said Murch.134
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