The Empire Strikes Back At 40: The Making Of A Star Wars Classic

The Empire Strikes Back

by Ian Nathan |
Updated on

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Dagobah, the stinking, foetid swamp planet, long forgotten at the corner of the galaxy, was to be found on Elstree's Soundstage 3. Here production designer Norman Reynolds had flooded the concrete floor and planted Old Man's Beard, a hardy perennial that flourishes without sunlight. Fogged with dry ice, it became a dense, morbid place, just as George Lucas had imagined. In this purpose-built bog, the young Luke Skywalker was to get his Jedi training from master Yoda - the two-foot, melon-headed imp with a droll inverted speech pattern delivered by Muppeteer Frank Oz. Mark Hamill was finding these pivotal Yoda scenes taxing, all too aware of the technicians wiggling the little fella into action and, with his director Irvin Kershner below decks, he felt stranded and lost. It was a mood that had prevailed through the whole shoot, and as he slumped down for his last taste of Dagobah, and, as his rubber co-star urged him "to feel the Force", the weariness threatened to engulf him. Then, across the swamp there came a high-pitched screech from another galaxy altogether.

"Feelings?" squawked Miss Piggy, emerging onto the stage beside Yoda. "You wanna know about feelings? Get behind this couch and I'll show you feelings, ya little runt." Dressed in an elaborate lavender ensemble, the divine, felt pig took a brief look around and threatened to call her agent: "I've been booked in dumps before, but nothing like this." Hamill burst into much-needed laughter.

It was a moment of rare and refreshing comedy in a shoot that was becoming mired in enough turmoil to make the problematic Star Wars production look like a picnic at the Ranch. But it was to avail. In the grand tradition of traumatised creative endeavours, The Empire Strikes Back would not only equal its predecessor, it would surpass it, to become the Star Wars movie by which all others are judged.

The Empire Strikes Back

"I was very nervous when I started the second film," Lucas admitted when the inevitable hunger for a sequel to the stellar Star Wars came into view. He knew, as the story fermented in his head, this would be a darker film, a chance to delve into the characters' relationships and throw light on the mystical power of the Force. If he got this one right, there was no knowing where it could stop. This was the chance to expand beyond the original, and boy, was he going to throw things open. If he got this wrong, he'd likely face a mob of furious devotees wielding plastic lightsabers, braying for his beard. He also had no wish to direct again, the ill-health and mega-stress caused by Star Wars meaning he was eager for someone else to helm, although he remained a floating Ben Kenobi, hovering over the production.

There were other issues as well. Lucasfilm was now a fully-fledged company, requiring management, and he also had to oversee the move of ILM from L.A. to Marin County. His commitment, though, was total: it was still his private universe. This time, he was paying for the movie, borrowing the $15 million to finance it and cutting a revolutionary distribution deal with Fox, much to their chagrin. If he succeeded, the financial rewards would be incredible. The downside would be bankruptcy.

"At first I was contemplating selling the whole thing to Fox... I'd just take my percentage and go home and never think about Star Wars again. But the truth of it is, I got captivated by the thing... And I can't help but get upset or excited when something isn't the way it's supposed to be. I can see that world. I know the way the characters live and breathe."

With a formative storyline in his head - a long way off the finished film - he hired Leigh Brackett to write a screenplay based upon his ideas. She had co-written The Big Sleep, as well as a pair of sci-fi novels, and was a dab-hand at the quickfire dialogue that so evaded Lucas. Here the shadow began to fall; two weeks after she handed in her first draft, Brackett died of cancer. With production looming and only the roughest of drafts ready, Lucas worked on his own version, deciding to hire another writer with whom his outline could be honed into a shooting script. Lawrence Kasdan had already been hired by Lucas to pen _Raiders Of The Lost Ar_k, and while wary of tampering with Hollywood's most successful movie, he felt attuned to Star Wars: "It was jaunty, wise-ass, fast, very modern - sort of a teenaged thing, a polished chrome kind of feel."

The Empire Strikes Back

Over the proceeding months, Kasdan and Lucas would rein in the rambling ideas, generate gripping turns of event and conjure up the biggest twist in sci-fi movie history. This was not going to be a standard sequel; it would be a progression. Naturally, there were to be new characters. The aforementioned Jedi titch, Yoda - referred to over successive drafts as The Critter, Minch, Minch Yoda, then plain old Yoda - developed from repulsive and slimy to a strange blue creature not two feet tall and dressed in rags. "The goal," said Lucas, "is for the hero to learn to respect everybody and pay attention to the poorest person. That's where the key to his success will be. I wanted Yoda to be the exact opposite of what you might think." After the droids, Yoda stands up as the most beloved character in the mythos.

There were also daring dramatic gambits, making the film much darker. To end the movie with one of the heroes – Han Solo – incarcerated in carbonite and in the hands of his enemies was hardly going out on a high. Frankly, it shook the audience to the core, but it was a powerful finale that made sure we understood that there was a lot more of this story to come. Romance brewed between Han and Leia, a beautifully-judged sparring that cut across the more pompous growth of Luke as a Jedi. But more extraordinarily, there was the grand revelation that Darth Vader was Luke's father, a counter thrust that lifted the film into movie history.

For his director Lucas needed someone who wasn't cynical about the material, who was quick, and who would understand who was actually in control. He needed an apprentice. Irvin Kershner was a veteran filmmaker who operated out of the system, had a penchant for Force-like Zen Buddhism and knew Lucas from USC. Picked from 100 possibilities, he inevitably had his reservations.

"How could you make a second one that would be in anyway as good?" he worried when Lucas proffered the chance. "And if not as good, at least be something original. So I asked him, 'How am I going to make a picture as good as Star Wars?', and he said he wanted a picture that was going to be better."

The Empire Strikes Back

It wasn't going to be easy. In fact, it remains the hardest shoot of all the Star Wars movies to date. What could go wrong, did. For the ice planet Hoth, they began their shoot in Finse, Norway, as the worst winter in years struck northern Europe. As temperatures plunged, the crew were marooned in a ski lodge by avalanches. Meanwhile, the film began to snap in the icy wind and scenes became impossible to film. They returned to London with half the expected footage, and things proceeded to go downhill from there.

With scenes having to be reworked on set, costs started to skyrocket. And, to Lucas' growing frustration, Kershner had his own tempo: slow.

"It has to be slower and more lyrical," Kershner mused on his approach to the space opera. "The themes have to be more interior." He wanted to improvise, causing endless delays and driving his producer (Gary Kurtz) and his immediate cast to distraction. Yet, his approach was yielding results – Empire is easily the most performance-led of the films - as he tampered with the precious dialogue and drew out emotions from his actors. For instance, the immortal confession of love between Leia and Han ("I love you"; "I know") occurred almost through frustration. Han's original reply was, "I love you, too," which Kershner found sappy, so he got Ford to improvise. Again and again. The crew were hot and bothered, they were high up on a rig in Elstree and lunch had been called. Finally, Ford called a halt: "Let's do it one more time and that's it." So they went again and he replied: "I know." In editing Lucas was horrified; this wasn't the stuff of Han Solo, but Kershner held firm and at a test screening in North Beach, the audience roared their approval. The line stuck.

As the actors got bored, there was talk of plot points being leaked to the press, so much so that Lucas created a league table of offenders: Dave Prowse (Darth Vader, in body at least; James Earl Jones provided the voice) picked up the wooden spoon, with allegedly nine leaks. Sets collapsed, gadgets broke down, Ford and Fisher quarrelled endlessly (both were going through personal traumas at the time) and Hamill was lonely and disgruntled. "Physically it was much more demanding than Star Wars," Kurtz said, as he tried to hold things together. "This one would have laid George out."

Lucas, meanwhile, was busy supervising ILM through the rigours of special effects. It was taking forever, as his ideas expanded and ILM wrestled his imagination onto film. Through 15-hour shifts and exacting demands, they laboured over "walking tanks" (AT-ATs), "a floating city" (Bespin) and a space chase through an asteroid field. But Lucas was getting superb results, even managing to spend his nights revising Kasdan's script for Raiders Of The Lost Ark.

Then they ran out of money. Lucas blamed Kurtz's inability to say "no" to Kershner, as the budget ballooned to £22 million. Finally, financial backers the Bank Of America called a halt. With wages to pay, Lucasfilm president Charles Weber went to First National Bank Of Boston to buy out that debt to the tune of $25 million. Lucas promised to pay back the money from his own pocket ("I will eventually pay you back, if it takes me the rest of my life"), but it took a humiliating trip to Fox (to secure their support as guarantors) for the loan to come through. When Empire was finally complete, it had cost $33 million.

The Empire Strikes Back

Within three months Empire had recouped back the entire $33 million outlay, eventually (excluding the re-release) making more than $300 million worldwide. For all the pain involved, Lucas had proved himself the born storyteller, and Empire had not only equalled the mammoth expectations, it had exceeded them. It also proved Lucas could do it without having to direct himself, and, for all intents, outside of the Hollywood system. Star Wars invented a universe and transformed cinema; Empire, with its hanging ending and mind-blowing revelations, elevated the idea of Star Wars into a grand family saga and revolutionised the way movies could be made. It made the difference.


darth vader luke skywalker

The lowdown on how Darth became the daddy... "No, I am your father." It's up there with "Frankly, my dear…" and "Of all the bars…" in great film lines. The whole movie is thrown into sudden relief, three prequels instantly made possible. It all seems so obvious now, but no-one saw this coming. Lucas claims he had the notion in mind from the start, but the idea didn't appear until the second draft of Empire, and in the first there is the contradictory appearance of a different father (a ghostly presence like Kenobi). Lucas also wrestled with the idea of keeping schtum on Luke's parentage until the end of the third film, but eventually found the perfect moment. "I conceived it so that you would not know if Vader was lying or telling the truth," Lucas said. "You have to have an escape hatch for kids psychologically so they can deny it." It was one hell of a scene to shoot. Hamill was hanging on a harness 35 feet above the ground, with a huge fan blowing and the whole rig moving. To keep it secret. Hamill was told only the night before filming; renowned leaker Dave Prowse, in the Vader suit, couldn't be trusted at all, and was deliberately sidetracked by a bogus alternative in which Vader tells Luke, "Obi-Wan Kenobi is your father." Filming the real scene, Prowse knew nothing, and at the crucial moment, Hamill imagined the line. It came as much of a shock to Prowse when he saw it as it did everyone else.

Want More? Read our exclusive Empire Strikes Back interview with Star Wars creator George Lucas.

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