Inside the Star Wars Empire

by Bill Kimberlin

  Months later the full-color animation came back, which we composited with our live-action background using a bunch of optical tricks to make it all look seamless. I then synced up the soundtrack, and sent it off to Spielberg and Zemeckis.

  Spielberg called the next day. Everything worked, it was beautiful and funny as hell, so please reserve the next two years of your lives for us. That was more or less the message.

  When Bob Zemeckis came around, he was like a big college kid with a slight, side-of-the-mouth, Chicago South Side accent. He was a writer/director and had pulled off some amazingly complicated movie stories, like the masterly complex Back to the Future present/past comedies and much later the hugely popular Forrest Gump. He had energy. He was funny, and smart. He and my boss, Ken Ralston, got along famously, especially because Bob trusted Ken, and I was along for the ride.

  Zemeckis really wasn’t a Hollywood guy in a lot of ways, but he knew how to play the game. One time he and Ken were riding around Los Angeles when the news on the radio reported that Steven Spielberg had given new cars to the stars of his latest film. Bob reacted quickly to this news and immediately used his car phone to call his agent. “Get me a car” was all he needed to say. Did he need someone to give him anything, much less a car? No, that was not the point. The point was that not getting a car could be a sign. Maybe Bob was slipping. Why would his producer start handing out cars and he not receive one? Would Hollywood be saying, “I hear he’s making a movie about some rabbit nobody’s ever heard of. Remember Howard the Duck? Some of the same guys are working on this rabbit movie.” It is always best to stomp out these potential little fires right away.

  Roger Rabbit was so complicated that the production actually put out a small book of about thirty pages explaining everything about what we called “the pipeline.” This detailed the exact route that the production product would take from the sound stages at Elstree Studios in London and location shoots, to Amblin Studios, to ILM, to director of animation Richard Williams in England, to Disney Animation in Hollywood and Florida, then back to ILM, and finally back to Bob’s cutting room at Amblin.

  The entire movie had to be shot and edited before the animation could be drawn. This meant that the director could not change anything once the cut was locked. Find an actor’s take that you now like better? Can’t use it or otherwise the whole scene would have to be re-animated. The movie had something like 185,000 frames of hand-drawn animation, having been done before computer graphics existed, and a lot of it was very tricky.

  For instance, there is a shot where Bob Hoskins is hiding Roger from the weasels who have come looking for him. Bob is doing the dishes at the time, so he hides Roger in the dishwater and pretends to keep washing as the weasels look around the apartment. Of course, when Roger runs out of air, he pops his head up and spits water in Bob’s face. The sink was rigged with a mechanical sprayer that popped up in sync with Bob’s actions, and the animators drew Roger over the water sprayer and hid it behind their drawings. All of this effort was required so the interaction between the animated characters and the live-action actors would look real. Real—not animated—water hits Bob in the face when Roger spits it out.

  One of the stages the movie went through, before the final OK was given to start the full-color inking and painting of thousands of cells, was called the pencil test. The animators would draw just the outlines of the characters’ actions over the thousands of large B&W still frames of the movie we had sent them. ILM would then composite these drawings over the actual film of the scenes and send these temporary comps to Bob’s cutting room, where they would replace their cartoon-less shots with these roughly animated ones. The eye lines of the animated characters had to match those of the actors and every action had to integrate perfectly before the order went out to go for full-color animation. We would then repeat the compositing, only this time with the beautiful final product of the animators. We used every trick in our armada of optical printing devices to add shadows, sparkles, and mattes to make each shot a perfect amalgamation of actors and the crazy antics of Roger and his cartoon cohorts.

  There were two parts of this movie that were breakthroughs. It was one thing to have Roger zipping around the real world, but the script called for Bob Hoskins to enter Roger’s world of Toontown. We used traditional special effects to allow Bob to experience the logic (or illogic) of this cartoon world, as well as what we thought of as “toon physics.” Walking off a cartoon skyscraper, Hoskins had to hang momentarily in the air before dropping a thousand feet to the street below, just like a cartoon character would. We squished him flat in an out-of-control cartoon elevator ride (see photo), and then had him escape Toontown in a cartoon taxi cab.

  The other breakthrough was the opening of the movie. Before the movie appears to start, the audience is treated to a classic Warner Brothers / Tex Avery–style cartoon starring Roger Rabbit. When I first saw this cartoon, I thought it was great, but that was only the beginning. The gag was that the camera would pull back out of the cartoon and into the real world, revealing the cartoon’s human director, who angrily invades the cartoon to admonish Roger for a dialog flub, only to have Roger chase after the director, who stomps out of the cartoon onto his live-action film studio world of cameramen, script girls, and director’s chairs.

  The backstory on this scene, which would introduce the audience to the concept of the film’s mixing the cartoon world with the real world, was who would play the part of the cartoon director. The scene would open a movie about an unknown cartoon character that was costing Disney $45 million to make. Disney was being run at this time by Michael Eisner. Eisner had been hired by Roy Disney to turn the studio around, as it had fallen on hard times. He had been at Paramount Studios before Disney and at ABC television before that, so he had a long history in the entertainment industry. Part of that history included a long-running feud with none other than Joel Silver, the screamer. They hated each other.

  Zemeckis thought it would be funny to hire Joel to play the director of the Roger cartoon that opens the movie. As mentioned earlier, Joel is a major figure in Hollywood, so he and Zemeckis had to collude to hide what they were planning. Somehow they kept his hiring out of all the paperwork that Eisner would ever see, so that the studio head would never know anything about it until Bob showed him the finished movie.

  The story I got was that Eisner, on seeing the opening to his $45 million gamble, turned to Zemeckis and remarked, “That guy looks a lot like Joel Silver.” To which Bob replied, “It is. Isn’t he great?” And Eisner’s only comment was, “He is pretty good.” He was good. Very good. I guess he really can play angry, as well as be angry. In Hollywood, talent is golden. It a rare and beautiful thing, even if sometimes it gets a little ugly.

  With the movie finished, Disney decided to do some previews in Pasadena, California, not far from Hollywood. The studios have been testing movies in Pasadena for decades. The Marx brothers had previewed A Night at the Opera there and no one laughed. Groucho said, “Maybe they’re sad. Did you know that the mayor died today?” To this day no one has figured out why they didn’t laugh at one of the funniest movies ever made—one that went on to not only be successful, but also a national movie comedy treasure. We hoped for better luck.

  There were several screenings, each to a different age group. The one I attended was something like ages eighteen to thirty-four. Several of the younger ones walked out halfway through the cartoon open. That was a shock, but the rest of the audience stayed and watched the whole movie. All the studios use companies that specialize in doing this kind of work and they claim to be experts. When we previewed The Golden Child in Sacramento, I remember the audience rated it at something like a 69 on the “how did you like the movie” scale of 0 to 100. The preview company in that case basically told the director, “Make these specific changes and we can all but guarantee you a 74 next time.” Believe me, I’d much rather hear what Marcia Lucas had to say.


  I never saw the numbers, but the audience seemed to like the movie. Except for one guy. When the preview company asked for comments, this fellow stood up and said, “I liked the movie but I would never take my children to see it.” I thought the Disney executives would keel over dead. He had a problem with what he considered some of the salty language the Baby Herman character uses when he gets angry. Stuff like, “The problem is I got a fifty-year-old lust and a three-year-old dinky” and “Whatta you know, you dumb broad? You got the IQ of a rattle.” I thought it was going to be curtains for some of the language, but to Disney’s credit, they didn’t change a thing from what I could tell. At the risk of losing a major part of their audience, they pulled the trigger and released the movie.

  The company flew us to New York for the premiere at Radio City Music Hall. Before the screening there was a dinner where the producers, director, and some of my colleagues were starting to gather. As I walked down the street towards the restaurant, I stopped by a newsstand. There was our movie on the cover of everything from Newsweek to the New York Times. I glanced at the reviews and they were all raves. Roger Ebert seemed to sum them all up writing, “They had to make a good movie while inventing new technology at the same time . . . I’ve never seen anything like it before. Roger Rabbit and his cartoon comrades cast real shadows. They shake the hands and grab the coats and rattle the teeth of real actors . . . Who Framed Roger Rabbit is sheer, enchanted entertainment from the first frame to the last—a joyous, giddy, goofy celebration of the kind of fun you can have with a movie camera.”

  I bought a few of the major magazines with Roger on their covers and plopped myself down at the pre-movie dinner. “Look, fellows, your movie is all over the newsstands.” For some crazy reason, it was like no one had seen any of this yet—not the studio executives, the director, or the producers. They practically tore them out of my hands, admonishing me because I hadn’t brought dozens of copies. Who me? I thought. I’m only here because Ken Ralston invited me; you are the biggest big shots in Hollywood. Where the hell is publicity, isn’t that their job? It was all quickly forgotten as everyone started reading aloud many of the choicest quotes of praise for the movie.

  Who Framed Roger Rabbit went on to gross about $330 million worldwide, beginning a turnaround for Disney that continues to this day.

  Back to the Future

  In Back to the Future III (1990) there was a gag about having to get an old steam engine to help push their time-traveling, but out of gas, DeLorean up to 88 mph before car and train both fly off the tracks and crash into a canyon below. With their DeLorean out of gas, it was the only way for the characters, Marty and Doc, to escape the Old West past, which they had traveled to in their time machine. Got it? The scripts were well-written, and most people did get it.

  My boss, Ken Ralston, was searching for a location to shoot this scene. I thought I knew of a place that would be perfect: an old rock quarry up in the hills of northern Marin County. The quarry had been defunct for years, but my stepfather used to work there in the 1950s and he even lived there for a time after it closed. The owners preferred having someone on the property, so he lived there for free—quite an accomplishment in such a high-priced area as Marin.

  As a kid, I would go up there on weekends with a friend and we would hike out into the hills behind the quarry to go camping, often taking rifles for squirrel hunting. There were acres of land to explore, so I knew it fairly well. We used to find huge stone bowls there that the local Indian tribe, the Miwoks, used for grinding corn eons ago. George named the Ewoks in Star Wars after these early Marin County Miwoks, so it seemed fitting that this place be used to shoot a movie. I had even shot one of my student films there; it was a horror movie before that genre exploded at the box office with films like Night of the Living Dead.

  It seemed like wherever I went in Marin, some of my family history was there, and not all of it was pleasant. But my attitude was to wade right in and confront whatever ghosts of childhood I might encounter. Not everyone feels that way. My brother went to school with a guy in Marin that belonged to a family of the biggest political figures in the state. Governors, judges, and high officials were threaded closely through it. He grew up under intense pressure to succeed and he did succeed, but a haunted childhood home life of alcoholism and God knows what else controls him to this day, making any thought of ever returning to Marin abhorrent. My view is to revisit whatever demons you might have had in the past and take back the control you lacked as a child. I’m for metaphorically driving your Mercedes up on the lawn of your old self and announcing your return. Now, here I was back at the rock quarry.

  After my father died, my mother moved to Marin and bought a 1951 baby blue Cadillac that had belonged to Bill Harrah, the Reno gambling magnate. Apparently Harrah had bought it for a girlfriend who didn’t work out. My father had told momma to get a good car, and in those days a good car for a widow meant a Cadillac.

  By now an old suitor had shown up, a family friend during the good old days in Sausalito when she was the daughter of a rich man. His name was Yates, and he was a poor Southern boy from South Carolina who had run away from an abusive home. He had traveled a lot, first as what they called a “peanut butcher,” selling candy and nuts on the railroads, then as a “wiper,” the lowest engine room position on freight ships that went all over the world. But in my mother’s teenage years he delivered for a drugstore on a motorcycle, drove a cab, and hung out at the fire department. My grandmother liked him and he was always welcome at the big Sausalito house where my grandfather brought all kinds of people home for Sunday dinner.

  Yates had taught himself to read and write and had the classic Southern manners of a gentleman, but a working-class one. He had dated all the “Mason Girls” (my mother and her sisters) at one time or another, but he was a poor boy and they were the daughters of a millionaire.

  After my father died, Yates was back in full pursuit. His job record was sketchy, he was too heavy, he wasn’t from her class at all, and he had a problem with alcohol. By rights, my mother should have married another doctor or someone––anyone—else. She was still quite attractive, and only forty years old. But that didn’t happen, and when most of my father’s family met a man who couldn’t hold his liquor, they disappeared from our lives. On my mother’s side, they all sent ice buckets as wedding gifts.

  The irony here is that by the time my mother got really sick, and was in and out of hospitals, and the bills were piling up, Yates had become a highly paid heavy-equipment and tall-crane operator. He had worked his way up in the Operating Engineers Union and was in demand, having brought his drinking under control. He would still go on benders, but not while working on projects. His union paid all the hospital bills. As I grew older, Yates became a more and more complicated figure. As he slowly gained in wealth, he became a gift-giver who offered short and hilarious vacations from our increasingly humble lives. These were the benders. We would stay at the best hotels and eat at the finest restaurants, all on Yates.

  Having slowly awakened from a childhood where everyone’s parents were business executives, judges, law partners, doctors, or just wealthy, we began to notice that some people drove cabs or waited tables for a living, at a dollar or two an hour, while our stepfather was a laborer yet made $17 an hour. Many heavy-equipment operators where drinkers and unreliable; Yates was a drinker but completely reliable, a rare commodity. As my mother’s marriage to Yates failed, he was exiled, first to the maids’ quarters and eventually out of the house altogether. He still took my brother and me on trips, but he had moved to the rock quarry.

  Slowly things changed. My uncle sold the house, and I went to live with my Aunt Leonore in Boonville. My brother and I were split up, and we only saw our stepfather Yates occasionally now. He bought me a car when I turned sixteen, and we had one more wild excursion with him, where he closed for a day a bowling alley he had invested in so I could drink at the bar as an underage co
llege kid.

  I never saw the quarry again until my boss Ken rode up there with his wife on horseback one weekend and pronounced it perfect for the set. Our model shop had built a ¼th-scale period steam engine to match the full-size one they had commandeered at the production’s location, in the old gold-mining city of Jamestown in the foothills of the Sierra Nevada.

  At the quarry they constructed twenty yards or so of track and a partially destroyed railroad trestle, all to scale. The story involved the characters escaping the past as their DeLorean blasted them back to the future, but with the steam engine that propelled their car shooting off the broken trestle bridge and diving into the quarry canyon. Of course, the engine appeared to explode as it hit the bottom. We never failed to explode something if we could possibly help it. Buster Keaton ran a real steam engine off a trestle in his masterpiece The General and guess what? It didn’t explode. That’s because there was nothing to explode except steam from the boiler perhaps. Ours did explode—it’s a movie cliché. A car goes off a cliff, it explodes. Especially if there is a bad guy in it. It should only explode on a good guy if he has made a last-second escape.

  In movie parlance, the girl screams when she sees a monster or the killer. She also falls down in trying to escape either one. That is usually caused by the presence of stylish footwear, but it can even happen in sneakers. Men don’t scream at either monsters or killers, but they do forget to bring their gun. You can shout advice at the screen all you like, but for a time he is going to be unarmed and vulnerable. I think this is one of the reasons the NRA has been so successful in arming America––movie guns. I left a preview screening of a new movie once and heard one studio executive ask the other, “What did you think?” and the other executive said, “No guns.” This meant he thought it was going to fail at the box office, and it did. You break movie logic at your peril.