WHAT WENT WRONG

Star Wars: Episode V - The Empire Strikes Back

88 min
May 4, 202627 days ago
Listen to Episode
Summary

A deep dive into the production of Star Wars: Episode V - The Empire Strikes Back (1980), exploring how George Lucas assembled a team to create a sequel to the most successful film of its time while financing it independently, managing unprecedented production challenges, and ultimately delivering a film that many consider superior to the original.

Insights
  • Independent financing gave Lucas creative control but placed enormous personal financial risk on him, forcing difficult trade-offs between artistic ambition and budget constraints throughout production
  • Hiring an experienced but unconventional director (Irvin Kirschner) over a younger, more commercially proven choice proved crucial—his focus on character development and human relationships balanced Lucas's technical vision
  • Collaborative screenwriting with multiple contributors (Lee Brackett, Lawrence Kasdan, Carrie Fisher) and willingness to iterate on scripts during production created a stronger final product than Lucas's solo writing approach
  • Practical creature effects and puppetry (Yoda) required innovative problem-solving and cross-disciplinary collaboration between makeup artists, puppeteers, and directors to achieve believable results
  • Production overruns and budget crises forced Lucas to confront the limits of his control and accept input from collaborators, ultimately improving the film despite his initial resistance
Trends
Sequel economics shifting from cash-grab mentality to artistic ambition—studios and creators beginning to view sequels as opportunities to deepen storytelling rather than simply capitalize on existing IPIndependent financing of major studio-scale productions emerging as viable alternative to traditional studio backing, though carrying significant personal financial risk for creatorsPractical effects and creature design becoming increasingly sophisticated through collaboration between traditional crafts (makeup, puppetry) and emerging technologies (optical compositing)Script development becoming more iterative and collaborative, with multiple writers and even actors contributing rewrites during production rather than locking scripts pre-productionDirector selection for high-stakes sequels prioritizing character-focused storytelling and production discipline over flashy visual style or commercial track recordMerchandising rights becoming as valuable as theatrical distribution rights in franchise economics, influencing creative and business decisions at the highest levelsPost-production timelines extending significantly due to effects complexity, creating pressure on production schedules and budgets earlier in the filmmaking processRevisionist history and narrative control becoming important to creators' public personas, with Lucas later reframing his planning and vision in ways that didn't match contemporaneous accounts
Topics
Independent film financing and personal financial risk in major productionsSequel economics and creative ambition in franchise filmmakingDirector selection and creative control in high-stakes productionsCollaborative screenwriting and script development during productionPractical creature effects and puppetry innovationProduction management and schedule/budget overrunsSpecial effects technology and optical compositingCasting decisions and actor availability in sequelsPost-production editing and pacing decisionsMerchandising rights and franchise economicsProduction design and concept art developmentLocation shooting in extreme weather conditionsCrew dynamics and producer-director relationshipsNarrative control and revisionist history in creator interviewsPsychological impact of high-stakes filmmaking on creators and cast
Companies
Lucasfilm
George Lucas's production company that financed and produced The Empire Strikes Back independently
20th Century Fox
Distributor of The Empire Strikes Back; negotiated profit participation deal that decreased over time as film hit rev...
Industrial Light & Magic (ILM)
Special effects company that relocated from Van Nuys to Marin County to handle 204 visual effects shots for the film
Bank of America
Initially refused to lend additional funds when production went over budget by $5-6 million
Bank of Boston
Refinanced the film with additional $3 million loan when production exceeded budget again
Elstree Studios
London-based studio where principal photography took place; lost stages to fire during Superman production
Jim Henson Company
Jim Henson referred Frank Oz to George Lucas for Yoda puppeteering and voice work
Black Falcon
Lucas's merchandising company that provided $500,000 loan when production faced cash flow crisis
People
George Lucas
Conceived, financed, and oversaw production of The Empire Strikes Back while managing significant personal financial ...
Irvin Kirschner
Hired to direct despite initial reluctance; brought character focus and human relationships to balance Lucas's techni...
Lawrence Kasdan
Rewrote Lee Brackett's draft and contributed significantly to dialogue and character development, particularly Han an...
Lee Brackett
Wrote first draft of Empire Strikes Back; died of cancer before production began; posthumously won Hugo Award for her...
Frank Oz
Puppeteered and voiced Yoda; initially not selected for voice role but brought back by Lucas during post-production
Stuart Freeborn
Designed Yoda's face based on his own features; led makeup and creature effects department for the film
Gary Kurtz
Produced both A New Hope and Empire Strikes Back; advocated for Kirschner's vision over Lucas's cost-cutting pressure...
Carrie Fisher
Played Princess Leia and rewrote much of her dialogue with Han Solo; contributed significantly to their dynamic on sc...
Mark Hamill
Played Luke Skywalker; had car accident before filming that changed his appearance; frustrated with Kirschner's direc...
Harrison Ford
Played Han Solo; initially uncertain about returning; worked with Kirschner to develop the 'I know' response to Leia'...
Billy Dee Williams
Played Lando Calrissian; first major Black character in Star Wars; accepted role as romantic hero rather than token c...
Peter Szechitzky
Shot The Empire Strikes Back; later became David Cronenberg's longtime cinematographer; created the film's distinctiv...
Alan Ladd Jr.
President of Fox's film division who championed Star Wars; negotiated profit participation deal for Empire Strikes Back
Joe Johnston
Designed AT-AT walkers and Millennium Falcon; created concept art before scripts were finalized; later became accompl...
Ralph McQuarrie
Created concept art for Yoda and other creatures; worked with Joe Johnston on pre-production design
Steven Spielberg
Friend of Lucas; hired Lawrence Kasdan to write Raiders of the Lost Ark; Kasdan later brought to Empire Strikes Back
Paul Hirsch
Edited The Empire Strikes Back; worked on A New Hope; joined production during filming to manage editing process
Marsha Lucas
Uncredited editor on Empire Strikes Back; often disagreed with George's instincts and sided with Kirschner's vision
John Williams
Composed the score for The Empire Strikes Back; expanded the musical palette from A New Hope
Alec Guinness
Reprised role as Obi-Wan Kenobi for Force ghost scenes; negotiated half-day work for one-third point of profits
Quotes
"If we have enough action, no one will notice the dialogue."
George LucasProduction philosophy discussion
"I know."
Han Solo (Harrison Ford)Response to Leia's 'I love you' confession
"The way George works is that he never tells you what he likes, just what he doesn't. Silence was my only reward."
Lawrence KasdanScript review process
"Star Wars is your baby. If I do this, you're going to be looking over my shoulder and I just can't work that way."
Irvin KirschnerNegotiation with Lucas
"It's my money, I can do what I want with it."
George LucasPost-production editing dispute
Full Transcript
Got the idea? You've planned it all through. This start-up needs starting. The next move is you. With support from NatWest and this thought we impart, you could do great things. Don't wait. Just start. With a range of accounts including our Metal Mobile account, NatWest has helped tens of thousands of businesses get started in the last year. Search NatWest Business Accounts. Tomorrow begins today. Over 18s only. Specific accounts and services eligibility apply. Source NatWest January to November 2025 data. After fire fruits yogurt, I'm never going back. So fruity, so thick, So gorgeous from the packets called fire fruits yogurt. It's a smooth and fruity snack. Give me, give me that fire. Passion fruit or strawberry flavour, my way, and taste the coconut. Give me that fire. Go down the shops for this fruity snack. After fire fruits yogurt, there's no going back. So, what's the next move? The next move is you. You're going to get the first one. You're going to get the second one. You're going to get the second one. You're going to get the second one. You're going to get the second one. You're going to get the second one. You're going to get the second one. You're going to get the second one. You're going to get the second one. You're going to get the second one. You're going to get the second one. You're going to get the second one. Hello, and welcome back to What Went Wrong, your favourite podcast, full stop that just so happens to be about movies and how it's nearly impossible to make them, let alone a good one, let alone the ultimate sequel, perhaps, made amidst a bit of personal turmoil. I can't wait to hear about this story. I'm one of your hosts, Lizzie Bassett, here, as always, with Chris Winterbauer, and Chris, what's today's date? May the fourth be with you, Lizzie. And also with you. It is a date for Star Wars fans and our Lisp bearing audience all the world over. Yes, we changed up our schedule so we could land a Star Wars film on May the fourth, because it is on a Monday this year. We're very excited. We also ran a poll a couple months ago, our last audience selected poll, because now that we're doing weekly, it's very difficult to candidly have you guys throw wrenches in our schedule constantly. But the Empire Strikes Back did win the poll and second place went to Temple of Doom. So Chris is doing sequel month this May. Yay. And we are also covering the Double Wars product too. So it's going to be a very, very fun sequel filled month. Lizzie, had you ever seen Star Wars Episode 5, The Empire Strikes Back before? And what were your thoughts or upon watching or rewatching it for the podcast? Of course, I have seen Star Wars Episode 5, if I must, The Empire Strikes Back. Yes. We can just call it The Empire Strikes Back or Empire. I can't keep track of the numbers. I understand the idea behind them and I hate it. So yes, I've seen this before. I saw this a million times when I was a kid. I actually think this is the Star Wars movie I have seen the most. Oh, really? Yeah. And I'm not entirely sure why. Maybe this is the one we had on VHS. I don't know. But I did. I watched this a lot. I don't think I've seen this since I was quite young, at least not all the way through. And I'm thrilled to have rewatched it. It's such a fun time. I remembered Han and Leia's relationship as being so hot and like, ooh, and watching it again, I was like, my God, all it is is negging and it's so unpleasant and honestly difficult to watch. It's one of my least favorite parts of this movie. But when I was younger, it was one of my favorite parts. So I thought that was an interesting flip-flop on my end. I will say the first 30 to 40 minutes of this movie, pretty slow, like a lot slower than I remembered. And it just absolutely lights up when Yoda pops out of the swamp. When our favorite little bog freak shows up? Yes. He is such a freak and it's so great. He's such a freak. We'll get into that. He's so fun. Yeah, he's very fun. He's always around that swamp. He's such a muppet and I love him up it and boy, he's just, you know, he's a puppet in this and that's what I want him to be. He sounds exactly like Miss Piggy. That's also exactly what I want. And yeah, I just, I love, I love the Yoda sections of this movie and those are the ones that I remembered most clearly. Do also obviously very much enjoy Lando. He's a welcome treat. I always remembered thinking that he was such a scoundrel that he double crossed them. I don't think that's true in rewatching it. He kind of didn't have a choice and seemed like he always had a plan to get them out. But yeah, Billy Dee Williams is great. Yeah, that's, I think I was most taken by how bored I was by the Han and Leia dynamic in this. Interesting. I just didn't care about it and I love both of them. And I think Harrison Ford is very hot. I still do. But, you know, oh, last thing. I always remembered my mom telling me that this was the movie that Mark Hamill had had the car accident right before. And I never, I'm sure we'll talk about it. I never recognized the difference in his face until watching it this time. Yeah. And also watching where they put the marks after the Wampa attack. The whole ta-ta incident. Yes, the Wampa attack. Yeah. But yeah, look, it is an excellent sequel. And maybe I'm wrong about this, but is this kind of one of the first times a sequel like this existed where it's like, it's clear this is going to continue beyond this movie? Like this is not an end to the story at all. It does feel like an escalation on the first one, but it feels different to me than something like The Godfather part two, for example, which could totally stand alone. Sure. Or Temple of Doom. Or Temple of Doom. Could be another example. Yeah. And I think you'd have to go back to something, maybe you could look at like The Planet of the Apes franchise or something like that. That's true. And you could certainly find examples. But no, I do think this- Not on this scale, though. Exactly. I agree. This is one of the most mainstream continuation stories, certainly, that we've ever had. I'll keep my thoughts very brief because I'll pepper them throughout our conversation. I think I have the very common trajectory that so many people have with this movie, which I had the opposite reaction was, this was my least favorite of the three as a child. Because I think it was dark and it was confusing, it was, you were more sophisticated than I was, surely. No, I just really liked a man, you know, abusing his significant other for an entire movie. Well. Verbally abusing. Yeah. So I struggled with the tone a little bit, although I loved the, you know, Hoth battle sequence. And I did like Yoda, generally speaking. But then the ending of Luke losing the battle, it was all like, oh no, this isn't how it's supposed to happen. And then of course now it's my favorite of the three films. I really do. I think it's the best looking of the three movies. It looks great. Yeah. And I want to give a shout out to Peter Sushitsky, who became David Cronenberg's longtime cinematographer starting in the late 80s. It's the best looking of the three Star Wars movies, I think, probably this one, then A New Hope and then Return of the Jedi third. And then again, just John Williams continues to expand the palette of the score in this movie, something we probably won't talk about a ton today, because there's so much to get through. But it's really wonderful. And I also want to shout out just, again, the production design continues to flesh out in really lovely ways. Norman Reynolds and John Berry, who we'll discuss in this episode, and Yoda's, you know, Dagobah, the Bogg planet, you know, Hoth, obviously the Cloud City, BESPA. So really, I think this movie does an amazing job of taking kind of the grooves that Lucas and his collaborators started to settle into in the first film and really leaning into them and deepening them. And that almost didn't exactly happen. And we'll talk about kind of some early drafts of this movie and Lucas's sprawling thoughts. I have one question for you about this one, which is so I watched this on Disney Plus, which means obviously I'm watching a special edition, the restored version. Right. Which I wasn't thrilled about because there are, I mean, I am and I'm not. There's some things that look great. There's some things that I think they did a really awesome job on. There's some things that just clearly don't fit with like the movements and mechanics of what's happening in the movie that I wish they hadn't touched. But I will say having watched the restored versions of the other two original Star Wars, this seems like they may be fuzzed with this one the least. I don't know if that's true. I would agree with you, Lizzie. I think this is the least fuzzed with of the three films in terms of the changes made subsequently. Lucas has said this one contains the most changes, but I think that's just because in terms of the sheer volume of compositing shots changed. That is true. The Battle of Hoth and the Cloud City, for example. But in terms of story changes, the biggest shift comes in the hologram scene with the Emperor, who was originally performed by Marjorie Eaton and voiced by Clive Reville. That was replaced with footage of actor Ian McDarmid, who played Palpatine in Return of the Jedi and the Star Wars prequels, for example. There's also a minor tweak to the dialogue in this scene that I don't want to get into right now because it opens up a whole can of worms about whether or not Darth Vader knew that his children had survived revenge of the Sith. And I almost feel like George Lucas has just gone back so many times reworking these things that he's starting to break the chronology that he was able to build across the original three. All to say, if you guys are interested, you can go online and look up the full list of all of the changes that Lucas has made to these cuts. We are going to do our best to try to stick with the chronology of the original film and the process of making just that original release. I want to say maybe I'm just an old, sexist bastard. I kind of like the Han and Leia storyline in this one. It feels like bi-directional nagging, and so I'm kind of fair with it. They're this like bickering couple. Yes, but it's not the actual bickering that bothers me. It's that it feels like neither of them are really enjoying it, or it feels like Carrie Fisher is not enjoying it. Harrison Ford, maybe yes, but there's something about it that is not quite landing, right? Yeah. I don't know if Carrie Fisher enjoyed her time on this movie, but that may have less to do with the character than just things she was going through in her life. And we'll talk about that as well. Were they hooking up in this one, or is that the first one? No. We can get that out of the way at the beginning. My understanding is that they had had a brief affair on the first film. It lasted about three months and it was done, and they just literally never talked about it again. And in fact, Harrison Ford, he had gone on or would go on to marry a friend of Carrie Fisher's who also didn't think it was a huge deal. And it seems like it was maybe not a huge deal to Harrison Ford, and it was a very big deal to Carrie Fisher who was 19 at the time, and Harrison Ford was 32, 33. She was 19? Well, that explains the dynamic. Yep. And she talks about it in her memoir, and she talks a lot about how she really presented herself as this knowing, experienced young woman, but she was not. She had had one boyfriend. She was very new to all of this. And he was married at the time, to be clear, to his first wife when they had that first affair. Again, that did not take place, yes, Yoda judges, that did not take place during the filming of this movie. There was no affair during the filming of this movie. We're going to leave that aside. Okay. But we will talk about it a little bit because Carrie Fisher actually did have a lot to do with the dialogue of those two characters in particular in this movie. Okay. All right. So before we begin the details, Star Wars Episode five, The Empire Strikes Back is a 1980 science fiction adventure film or perhaps a space opera directed by Irvin Kirschner. The screenplay is credited to Lee Brackett and Lawrence Kasdan with a story by credit attributed to George Lucas. It was of course, executive produced by George Lucas under his Lucasfilm banner and produced by Gary Kurtz, who also produced the first Star Wars film retroactively named A New Home. It stars Mark Hamill, Harrison Ford, Carrie Fisher, a new Billy D. Williams, as you mentioned, also returning Anthony Daniels, David Prouse, Kenny Baker, Peter Mayhew, a very new and welcome Frank Oz, James Earl Jones coming back for the voice of Darth Vader and many, many more. Last thing I'll say, sorry to interrupt you. No, please. I found myself this time. There's one character I identified very strongly with upon this watch, any guesses as to who it was. A character, C-3PO? Yes. I am C-3PO. Just like always two steps behind wondering what everybody else is doing. But he's also, he's right. A lot of the time everyone's ignoring him. No, it's true. He's very annoying, so I do understand. But I love him. He's not annoying. He's just, he frets. He's the fredder. Yes, he's a worrier. Like he's very funny. He's a worrier. He's very charming. Anthony Daniels does a really good job with him. He's so good. And then he predator badlands his way through the back half of this movie. He does. Yeah. I just pointed that out because that must have been an inspiration for predator badlands. We were referring to C-3PO's partially repaired at the end of the film and he is on Chewbacca's back much in the way that L. Fanning is a predator in predator badlands. Alright, the movie was distributed by 20th Century Fox. It had a limited release on May 21st, 1980 and it went wide basically four weeks later on June 18th, 1980. As always, the IMDb logline reads, After the Empire overpowers the Rebel Alliance, Luke Skywalker begins training with Jedi Master Yoda, while Darth Vader and bounty hunter Boba Fett pursue his friends across the galaxy. I gotta say, Boba Fett getting a lot of attention for a character who kinda doesn't really matter that much, but he's got a really cool design and that's all that matters for merchandising. Very cool design. Yeah. Shows up for 90 seconds. Yeah. Oh yeah. I'll find him, boss. That wasn't part of the deal. I'll just click rock it out, Dundee. Alright, sources for today's episode include but are not limited to, The Making of Star Wars, The Empire Strikes Back Enhanced Edition by J.W. Rinsler, The Secret History of Star Wars by Michael Kaminsky, George Lucas, A Life by Brian J. Jones, Once Upon a Galaxy, a journal of Making the Empire Strikes Back by Alan Arnold, unit publicist on the film, and many, many more articles, retrospectives, and interviews with those involved in the film. So Lizzy, to tell the story of The Empire Strikes Back, we have to travel back and we have to use Weird Al to do it. And I gotta sing, A long, long time ago, in a galaxy far away, George Lucas was having a panic attack. A common theme amongst these episodes, if you will, imagine it's May 25th, 1977, and George Lucas has forgotten that tonight is the night that Star Wars and New Hope is being released because he has worked himself nearly to death. He sees a line across the street from the Chinese theater and literally turns to Marsha Lucas. She had been editing New York, New York during the night at the same place that he was mixing Star Wars during the day, and he says, what's going on? And Marsha says, George, your movie's getting released. That's the line of people who want to see it. And while he was in Hawaii, he's visited by his old friend, Steven Spielberg. Now, Spielberg had also just wrapped filming a science fiction film, Close Encounters of the Third Kind. They were both on the beach, and Lucas asked Spielberg, what do you want to do next? And Spielberg says, James Bond. And Lucas says, I've got something better. Not Star Wars, but Indiana, what, Lizzie? James. Indiana Smith was the original name. Oh. Very good guess. Lucas laid out the general idea. Archeology professor moonlighting as a treasure hunter, and the most important stipulation of Lucas' proposal is that Lucas doesn't want to direct this. He will produce it, and Spielberg can direct it. Lucas had had a really hard time directing A New Hope. Meanwhile, Alan Ladd Jr., Laddie, president of Fox's film division, is blowing up Lucas' hotel room phone. If you guys are unaware, Alan Ladd Jr. is the guy who basically got Fox to green light Star Wars. None of the other studios wanted it. He had been moved to tears of joy at one of the early premieres of A New Hope when he realized the audience liked it. He really put himself out on a limb for this movie. He did that for other projects as well. Absolutely. He was a pretty remarkable producer. He was a maverick. Yeah. He calls Lucas. He's got great news. All 32 theaters playing the movie were sold out. There are lines around the block for the midnight showings. But Lucas is skeptical. He doesn't want to count his chickens before they hatched. And then he hatched about a bazillion chickens. Stop. Star Wars is a hit. It's a critical darling. But George Lucas, man, this guy loves to be a contrarian. In August, he said, it's about 25% of what I wanted it to be. And he predicted that the sequels, if he were to make them, would be much, much better, which is a crazy prediction. But if anyone, Lizzie, could make a better movie than Star Wars, it was the guy who just written and directed Star Wars. There was only one problem. That guy didn't want the job. So George Lucas had spent years writing Star Wars. You guys can listen to our coverage of A New Hope. And as we know, writing for George Lucas by his own admission was like pulling teeth. It literally took an enormous toll on his health. By the time he was wrapping production on Star Wars, if you remember Lizzie, he's riding a bicycle from soundstage to soundstage trying to wrap this runaway production that has gone over budget and fallen behind schedule. He goes to hell and back in the edit. You know, he's got Brian De Palma saying, nobody's going to understand this. You got to do a title crawl. Marsha saying, why are we still on Tatooine? You got to get him into space. He winds up in the hospital with chest pains. He couldn't do this. He can't go to war in the stars again. But he could produce it. Now, there's a common misconception. And a lot of this episode, I think, is going to be trying to untangle some of the revisionist history that George Lucas tends to apply when giving interviews at any point in time. And to be clear, I love George Lucas. The man is brilliant. There's this common misconception that after a new hope, he seriously considered retirement, like full stop retirement. This isn't exactly true. Yeah, I don't buy that. Yeah, according to his deal with Fox, he had to start making a sequel to Star Wars within two years. Otherwise, the rights would revert to Fox. Now, he later did tell a reporter that he'd contemplated selling the whole thing to Fox to do whatever they want with it. And then he could just be a passive participant in the profits. But Lucas gave that quote in 1979 when he was already deep into production on The Empire Strikes Back. So again, it's unclear. He didn't think about it that hard. Now, what he did say back in 1977 was that he wanted to retire in a non-traditional way. He did want to keep producing Star Wars movies and then use the profits to make experimental films, which, if you remember Lizzie, THX 1138, his first feature was in a lot of ways a science fiction experimental film. Or he would open an antique toy store. Or he'd open a sugar-free ice cream shop. I don't know how serious he was about either of those ideas. But he did seem serious about what he didn't want to end up like. And he didn't want to end up like his friends, specifically Francis Ford Coppola. Yeah, who's just killing himself on every movie. Exactly. Also financially, the man is a roller coaster. Yeah. He builds an empire, takes on debt, it crumbles around him, he wins it back again. Coppola continuing to do this to this day. He's betting the farm or the vineyard, as it were, on Megalopolis. God bless him. But the problem, Lizzie, is that George Lucas couldn't stand the studios and he thought it was insane that Fox was getting 60% of the profits for Star Wars when in his eyes they contributed nothing except the budget. Now, when Lucas paid the money... When he made the deal for the first Star Wars, he had nothing. He had no leverage, right? Nobody else seemed to want this thing. There was no bidding war for the first Star Wars. Now, he had all the leverage in the world. So, Lucas and Fox signed a 100-page contract in September of 1977. This is roughly four months after a new hope released. And it is still crushing it at the box office. It is still the number one film in the country. So, the leverage has only grown since its release. So, per this deal, Fox's profit participation is going to decrease over time, from just under 50% to just under 25% as the movie hits various revenue milestones. So, you know, 50% for the first 20 million, 30% for the next 40 million, etc. Basically, he gets to phase them out. Fox is only acting as the distributor. They get no creative control. Lucas gets final cut. He gets all TV and merchandising rights, very importantly. But Lizzie, the catch is, Lucas has to provide the financing. So, he's going to use the money he made from a new hope as collateral for a bank loan to finance the movie himself. So, Fox is not financing this movie. This is technically going to be an independently financed film. My understanding is this also wasn't a negative pickup. It's not that if George delivered the film at a certain date, the studio would buy it for him. They are just acting as the distributor. So, he's taking on a lot of risk personally through his corporations to make this. And the benefit of this is more control for him. Total control plus exclusive rights on television and merchandising. Which I bet you Fox would want to be involved in if they're going to put in some of the budget. So, Lucas is banking on toys and he's banking on the movie being a hit. But he's also banking on the movie being cheap. He sets the budget initially at $8 million. Sir. $3 million less than a new hope. And I'm sure he's thinking like, we made a lot of mistakes. We can do it better this time. Just remember that $8 million number. Let's see how we're going to American graffiti hot rod drag style blow past that in about five minutes. So, they agreed to set principal photography for January of 1979 with a May 1st, 1980 release date. Which would be basically three years almost to the day after the first film had been released. If you think about the life cycle of childhood, there's actually a decent amount of time. And I feel like you want to catch people. I think of childhood in terms of like kind of four and five year stretches, right? Elementary school, middle school, high school. I feel like you want to catch people before they age into the next bracket ideally. Right. Three years is pretty good. It's good. That's about the end of that window. But this is a movie that's going to be very complicated to make. It's going to require a lot of special effects as we know. It's going to require a long time in post production. So, they don't have an endless runway. So, Lucas has about two years to get somebody else to write and then somebody else to direct the sequel to the most successful movie of all time. And he wants it to be better and he wants to do it for $3 million less. Does it seem reasonable? No. I think so. Got the idea. You've planned it all through. The start-up needs starting. The next move is you. With support from NatWest and this thought we impart, you could do great things. Don't wait. Just start. With a range of accounts including our Metal Mobile account, NatWest has helped tens of thousands of businesses get started in the last year. Search NatWest Business Accounts. Tomorrow begins today. Over 18s only. Specific accounts and services eligibility applied. Source NatWest January to November 2025 data. Let's assemble the team. Lucas didn't want to bring back the writer and director of Star Wars and he also didn't want to bring back its producer, Gary Kurtz. So, Lucas had felt like Kurtz hadn't really carried his weight on the first film, which had led to more work and more stress for Lucas. This may be true, but it does seem that Lucas has a certain threshold for stress, which he fills on his own no matter what the circumstances are. So, I would just take it with a grain of salt. So, he considers hiring Howard Kazanjian and Robert Watts to replace Kurtz. And both of these producers would end up working on Empire and Raiders of the Lost Ark and return to the Jedi in various capacities. But Lucas realized he couldn't start over with the world building with a new producer. He needed somebody who knew the world that he'd built, who knew the environment that they were going to be working in, who knew the lore, etc. And Kurtz had been loyal to Lucas since American graffiti. So, Kurtz is back on. He books Elstree Studios in London where they shot the first film and they start to staff up. Now, a lot of the crew had actually rolled off of A New Hope and on to what superhero film that we covered, Lizzie. Superman? Superman, the solkines of Superman. That's right. So, Kurtz visited that production team in Canada and England and then recruited some of them back onto this film. So, production designer John Berry. We've talked about him before. You know, he did Clockwork Orange, for example. Yeah, he's amazing. He's amazing. His art director Norman Reynolds, makeup artist Stuart Freeborn, who had worked on the first film, obviously, and first assistant director David Tomlin. So, meanwhile, Lucas is looking for a writer and he needs somebody that can work under pressure. Because in the fall of 1977, Star Wars starts to open up abroad. Not only is it setting attendance records in the United States, it is breaking records in Geneva, Sydney, Melbourne. Like, the craze is only growing at this point. So, as the story goes, one of Lucas' friends hands him an old sci-fi novel and tells him, here's somebody who wrote the cantina scene in Star Wars better than you did. And that somebody was writer Lee Brackett, the unsung queen of the Golden Age of science fiction. Lizzie, have you ever heard of Lee Brackett? No. So, before I think briefly when we were discussing one of the Star Wars films, Lee Brackett was a really prolific short story writer during the Golden Age of science fiction. And actually, her 1956 novel, The Long Tomorrow, made her the first woman ever shortlisted in the nominated for the Hugo Award for best novel. Oh, wow. I actually read The Long Tomorrow for this episode. I enjoyed it quite a bit. It feels almost like an inverse fallout, if you've watched the show. Yeah. So, in the post-nuclear holocaust, the United States has been reduced to small towns of a thousand people or less. There's like a federal law on how many people can be in a town to avoid cities forming effectively. And it's, everything's become weirdly religious with the new Mennonites and their Luddite-like faiths that they follow. And the lead boy, it's a, you know, building's Roman. He's attempting to make it to the bunker in Colorado where technology theoretically continues to exist. It's a really good book. I really enjoyed it. Now, Lee Brackett was 30 years older than George Lucas, and she's an LA native. So he invites her in for a meeting and he says, look, you've written a lot of science fiction. Have you ever written for the movies? And I'm guessing that Lee Brackett must have smiled at that question. So George Lucas was born on May 14th, 1944. And around the same time, 350 miles away, Howard Hawks and William Faulkner were having a really hard time adapting Raymond Chandler's The Big Sleep. And this is around the time that Lee Brackett had tried out writing detective crime fiction with her novel No Good for a Corpse. And Hawks must have liked it because he said they should get, quote, this guy Brackett to come help with the screenplay. Lee Brackett comes in, she and William Faulkner divide up The Big Sleep by chapters, alternating chapters. They turn it into a screenplay. There's a very funny story. Apparently her job was mostly to improve his dialogue. Have you watched The Big Sleep recently, Lizzie? It's great. I've rewatched it for this. Humphrey Bogart and Lauren Bacall, I think that's, I don't know if they got together right before the movie or right after, but it's so confusing. And either during the scripting or during the rough cut, Howard Hawks says, you know, who killed Owen Taylor? There's a central mystery. Who killed this one employee? And he calls Lee Brackett and she says, I don't know. I didn't write those scenes. And they say, let's call William Faulkner. So they call him and he says, well, I don't know. Let's call Raymond Chandler. And they call Raymond Chandler. He says, I don't know. So it's just like an intentionally confusing movie, but she's got a way with dialogue and so begins her screenwriting. She's technically written on a couple of movies before this, but Hawks brought her back in to, you know, to co-write on Rio Bravo. She also did Hatari, El Dorado, and then she solo wrote The Long Goodbye in 1973. Another Philip Marlowe story, the one with Elliot Gould. So Lucas puts two and two together and he goes, you're that Lee Brackett. And she goes, yeah, isn't that why you called me? And he says, no, I called you in because I thought you were a Pulp Science fiction writer. And so for Lucas, this is a gold mine. It seems perfect, right? She's both done space opera and done screenwriting. So she and Lucas hammer out the story in a series of meetings from late November to early December of 1977. And they weren't starting from scratch. But before we continue, let's revisit this idea of revisionist history. Now this is a generalization, but the way that Lucas has spoken about Star Wars started to change after A New Hope became a hit. I feel like this movie was originally seen and conceived as a popcorn movie, right? You know, Flash Gordon. Yeah. William Friedkin was really rude about it. He actually compared it to fast food. He said, what happened with Star Wars was like when McDonald's got a foothold, the taste for good food just disappeared. And I was like, sir, sir, that is quite rude. Now, maybe there is a case to be made that Star Wars heralded the end of the auteur area of the late 60s and 70s. Then he vomited up a bunch of pea soup. Yes. On the other hand, people started to take the movie more seriously than I think Lucas expected. And I think as a result, Lucas started to take it more seriously too. As one author put it, quote, As the status of Star Wars grew from blockbuster film to modern myths, so too did Lucas' statements on his own pre-planning. Soon, the public was led to believe that Lucas basically had designed an elaborate multi-film saga of biblical proportions. And I'm reminded Lizzie of that scene in The Master when Philip Seymour Hoffman like goes out into the desert to find his little ammo box of manuscripts for the new book he's going to publish. And then he publishes it and it's terrible. Now, Lucas didn't have a master plan for the sequel. He had not mapped them all out. He did have a ton of notes with ideas of what could the sequels could be and what could go in them. And he also had a lot of leftovers from the first draft that hadn't made it into the first movie. He did obviously he wanted a face-off between Luke and Vader. That makes perfect sense. He had a chase scene through an asteroid belt. Great. He had a city in the clouds. Which looks amazing. Yeah, I think a lot of that is maybe that's the section I think is the most special addition. I would imagine, but it does look very good. It does look good. And also, he didn't want to do a visit to the Wookiee Planet, which I think originally was supposed to happen in the third film and then was changed to the Ewoks, but we'll talk about that later on. He also had one other thing in his pocket and that was the novelization of the first film. Yes, we're going to talk about the novelizations of films. Yay. I feel like this is such a spurned genre. I feel like these are just made fun of. They're just cash grabs. But George Lucas was actually using the sequel of the novelization as a backup plan. So the first novelization was called Star Wars from the Adventures of Luke Skywalker, and it was Ghost Written by Alan Dean Foster. And when Lucas commissioned the sequel, he said, don't match what we're going to do with the screenplay. I want you to write something really low budget so that if the first movie only does okay, we'd have a story to use to do a cheapie follow up. And so obviously that didn't happen. A new hope made all the money, but there was still some overlap between the second book and then what would become Empire Strikes Back. So you've got Darth Vader killing an Imperial officer, multiple for their incompetence. I do like that running gag. It's amazing. It's just running through the ranks. A new admiral every time. It's just so everyone's getting promoted and they don't want to be. Yeah. You know, you've got Luke crashing on an alien planet. He gets attacked by a foreign creature. He fights a spirit of sorts. And these are all things that would end up in Librake. It's draft as well or many of them. There is a character who gets his arm destroyed and then reconstructed. That's not something that was in the first draft. Lucas did express to Alan Dean Foster that he did want Leia and Luke and Han to have a love triangle. But like Gone With the Wind, he said Han is Clark Gable. Yeah. About that love triangle, how aware was he during this movie that they're siblings? It seems very aware because... Not. Really? Because Yoda says there is another. Different sister. What? I know. Yes. We'll talk about that in a moment. Okay. Yeah. It's very interesting. It makes me feel a little better about those weird kisses, but not that much. Yeah. The love triangle was an early idea that didn't ultimately make it into the book. It very much makes it into Librake's first draft, which I read and we can talk about in a moment. But they did also throw around an idea that was basically what would end up becoming Indiana Smith or then Indiana Jones. So one version, Indiana Smith is so funny. Luke goes on a treasure hunt adventure through an alien jungle world trying to find the Kyber crystal before Vader does, fighting Imperial forces or Nazis along the way as he does, which is just Indiana Jones. Indiana Smith. And to be clear, Luke has had come up with that for Indiana Smith and was considering repurposing it for Star Wars. Now let's get back to Empire. So, you know, Luke is a shameless pastiche artist. His references are many. Obviously, Dune and by virtue of Dune, Lawrence of Arabia, as you just informed us. Howard Hawks the thing from another world. The Ice Kingdom of Mongo, comic strips, Flash Gordon and Gone with the Wind. Plus Akira Kurosawa. This time his movie Dersu Usela, the I'm to be logline reads an explorer is sent on an expedition to the snowy Siberian wilderness and makes friends with a seasoned local hunter. A little bit. Anyway, Lucas throws a lot at bracket, but the most important story decisions, a lot of them had not been made yet. So let's talk about that, Lizzie. He did know Luke should have a twin sister that shows up in the draft discussion of her. But he hadn't landed on Leia yet. He says he'd considered her, but to be clear. Considered her is too much for how much he has them kissing. They name the sister in the first draft by bracket. She has a different name. Nellith. Doesn't roll off the tongue. It doesn't roll off the tongue. It's a different person. He was not sure how to handle Han at the end of the movie in part because he didn't know if Harrison Ford would agree to do a third film. And he hadn't landed on Darth Vader as Luke's father. Wow. Okay. Those are pretty big changes. Now they did discuss introducing a new alien species, adding an emperor, a different gambler character, Lando. They fleshed out Lucas as an idea for a frog like character called the critter, who they eventually did not name Yoda, but called Minch. Hmm. Minch. Hmm. Minch. So Brackett goes off to write at the top of 1978 and Lucas is calling it chapter two, The Empire Strikes Back. I think you mean chapter five. These aren't the droids you're looking for. Meanwhile, chapter one was only getting bigger. By the end of 1977, a new hope has dethroned Jaws as the highest grossing movie of all time, 120 million versus 115. By the way, Steven Spielberg took out an ad in Variety depicting R2-D2 catching a shark with a fishing pole. And it said congratulations to the Cantina crowd and all the forces of your imagination that made Star Wars so worthy of the throne. Pretty cool by Spielberg. That's nice. So Lucas is at the head of all this production, merchandising, a new corporation. He's doing exactly what he said he didn't want to do. He's building an empire. And meanwhile, he still has to finish Indiana Smith. I promise this departure will come back. So Lucas writes a 23 page treatment on Indiana and then he and Spielberg hire up and coming screenwriter. Who, Lizzie? Lawrence Kasdan. Lawrence Kasdan. He's in his late 20s and he had literally just jumped from copywriter to screenwriter. He did not have a lot of experience. In fact, Spielberg met him when he bought Kasdan's second screenplay, which was eventually made into the John Belushi movie, Continental Divide, which I don't think I've seen. Then Spielberg convinces Lucas that they should hire Kasdan to write Indiana Smith. To be clear, Kasdan is being hired by the two most commercially successful directors in Hollywood history. That's a crazy job. Not adjusted for inflation. More on that in a moment. Gary Kurtz is helming the search for a director. The two most obvious choices to me, Lizzie, like if Lucas doesn't want to direct this, given his social network, is there anyone you can think of that might be an obvious fit to helm this movie? Yeah, Steven Spielberg. He just did a science fiction film. Or even, you know, perhaps Francis Ford Coppola, for example, who was kind of a mentor. It would have been very different. But of all the Star Wars films to direct, this is the most Coppola-esque in my opinion. Sure. Coppola was in the jungle, losing his mind, making Apocalypse Now. I love Francis Ford Coppola so much, but if Francis Ford Coppola Star Wars would be deeply insane. It would be amazingly insane. I mean, it would become Heart of Darkness, where Lucas trying to reach Vader as Marlon Brando. Yes. Kind of. That sounds kind of cool. He would recast Vader as Marlon Brando, who actually kind of looks a little bit like him when he has the shaved head when he pulls his helmet off. Look, I'm your father. Spielberg is committed to doing Indiana Smith. He's also running Amblin. So Gary Kurtz considers John Badham, who had just directed Saturday Night Fever, which is great, and Alan Parker. This one, it makes a little more sense to me, who just written and directed Bugsy Malone. Okay. Now Parker said he wanted to do his own project next, which I cannot confirm, but I believe became Midnight Express, which if you have not seen, I highly recommend it's a terrifying movie. So Kurtz has this impossible task. He has to find somebody who really values and understands the material. And as I mentioned, directors like William Friedkin, for example, even Brian De Palma, like who was a friend of Spielberg's, are not really into this material. If you think of the directors who are kind of up and coming at this time, even someone like Scorsese, they don't seem like an obvious fit for Star Wars. At the same time, they said they quote didn't want a young cynical director to come in and change the tone of the movies. And also the first movie was simply too successful. A lot of folks believed that if the sequel didn't work and they were to direct it, they'd get all the blame. But if the sequel did work, Lucas would still get all the credit. That's exactly what someone told James Cameron when he was accepting Aliens. And that's why Irvin Kirschner said no. Now Irvin Kirschner was the farthest thing from a young cynical director. He was in his mid fifties at this point. He's closer to Lee Brackett's age than George Lucas. And he had two decades experience directing TV and movies. And I think Irvin Kirschner is a very good director. But his most successful movies in their entire box office runs wouldn't even sniff the opening weekend numbers of Star Wars or American graffiti for reference. Folks, you're going to mention Eyes of Laura Mars, which did have a good box office run, had not been released yet. We will get to that in a moment. But Gary Kurtz knew that Irvin Kirschner was very dedicated to his characters. Here's the Kurtz quote. It's workshows humor and a fine sense of timing that is devoted to developing human relationships. Lizzie, if there's one shortcoming of George Lucas as a storyteller. It's human relationships. Yes. Kirschner had also directed some action and his most recent movie Eyes of Laura Mars had a sci-fi or at least supernatural angle. Lizzie, have you seen Eyes of Laura Mars? We've talked about it because John Carpenter co-wrote the script. I have not. But I watched the show on Netflix that I think borrowed from this somewhat heavily behind her eyes. Yes. It's actually pretty fun. It's a little hokey. It feels closer to something like Jagged Edge from the late 80s, for example. It's got a really fun kind of bonkers, gonzo, fade down away performance and a great Tommy Lee Jones. Her specialty. Yes. I mean, her eyes are quite expressive. Anyway, it is fun. And what I did notice while I watched it last night is I definitely felt like Kirschner was very focused on his actors. To the point actually where I liked all of the non thriller horror portions of the movie much more than the horror slasher portions of the movie. And so if anything, you could see a version where Lucas and Kurtz are thinking, well, George can handle the special effects and Kirsch will make sure that this movie has the heart that it needs to have. So I do think the hiring could make sense. Equally as important though, Lucas viewed Kirschner as quote, not Hollywood. And since he'd done TV, he would be both fast and cheap. Plus, they all knew each other. When Lucas and Kurtz were students at USC, Kirschner came back as an alumni giving seminars and judging student films. And he'd been a fan of Lucas's early work, but he didn't love Star Wars, at least not the first time he saw it. So let's listen to a brief clip of Irvin Kirschner tell the story of how he first saw portions of Star Wars before it was ever released. I was at a New Year's party at Francis Coppola's in San Francisco. And once we all got tanked up a bit, George said, let's go down to the projection room. I want to show you some footage of this film I'm shooting. What are you shooting? Well, it's called Star Wars. Oh, so we all went down to the basement and he ran some scenes that were cut together from the film he was shooting. And we sat there absolutely flabbergasted. We thought this is terrible. This is dreadful. What's he doing? He's crazy. It's a comic book. People jumping around, hanging around these odd creatures. And we didn't say a word. The lights go on and George knows enough not to say what do you think. He disappeared. He was upstairs, you see. So we all looked at each other and say, he's nuts. God, he's going to lose his shirtness. Fox is financing this piece of junk. We were sick for George. Sick. You know the rest of the story. And of course the movie comes out. He sees it in theaters with his son and his son loves it and he sees it through his son's eyes. The clear cut morality, the idea of Zen, the power that is in everybody and Kirschner finally gets it. So Lucas says, Kirsch, will you direct the sequel? And he says, no way. The second one will never beat it. Also, I don't know anything about special effects. And Lucas says, that doesn't matter. You can think of anything you want and it's up to ILM to make it work. But the more that Lucas spoke, the worse the offer sounded. Because Lucas was like, don't worry. The second movie just needs to be better than the first one. So then I can make it into a franchise. And don't worry, there's no studio to worry about it. I'm financing it myself. So if it doesn't work, I'll just be totally broke. So Kirschner passes and his agent yells at him. Yeah, I bet. And then Lucas invites him to his house and he tries to sweeten the deal. He says, no, no, no. And then he's like, I've got the blueprints here for Skywalker Ranch. It's going to be an oasis away from Hollywood. Me, you, other filmmakers, we can think, exchange ideas. It's basically going to be like a hangout for the Jedi knights of Hollywood. Away from Hollywood. But I need money to make it happen. And so that's why you need to direct this movie and have it make so much money that I can make Skywalker Ranch happen. And Kirschner says, no, you're making worse. Yeah, even more. So finally they go out to lunch and they get to the heart of the matter. And Kirschner says, look, Star Wars is your baby. If I do this, you're going to be looking over my shoulder and I just can't work that way. And he's speaking from experience because on Eyes of Laura Mars, producer John Peters was up Kirschner's ass the entire production. Notorious cool guy, John Peters. Eyes of Laura Mars also does feature an original song that plays at the beginning and at the end. And based on the presence of John Peters and who would be his later producing partner, who do you think sang the opening song? Was it Bob Ra? Yes. And it's good. I liked it. I thought it was really fun. Well, of course it's good. It's Bob Ra. So Lucas says that's not going to happen. You go to London, you go wherever you want to find snow. I'll stay in California. You make the picture. Basically, you shoot the movie. I'll do the special effects. And Kirschner says, OK, that sounds pretty good. How much is he going to regret that? You've got the idea. You've planned it all through. The start-up needs starting. The next move is you. With support from NatWest and this thought we impart, you could do great things. Don't wait. Just start. With a range of accounts including our Metal Mobile account, NatWest has helped tens of thousands of businesses get started in the last year. Search NatWest business accounts. Tomorrow begins today. Over 18s only. Specific accounts and services eligibility apply. Source NatWest January to November 2025 data. So by mid-February of 1978, they make an official offer to Kirschner. And Lizzie, if any party would not be thrilled about this, which party do you think might not be thrilled about the hiring of Irvin Kirschner? The studio? Yes, 20th Century Fox. He's old. He's over 55. Get somebody in their 30s. Somebody who understands the kids. But Lucas stuck to his guns. It's Kirschner's job. So they get under water. Negotiations on his credit and Brackett submits her first draft, which I did read. One source says it's 128 pages long. The version I read was 124 pages long. But the point is for the first 40 pages or so, Lucas is writing down detailed notes and then he just starts writing, no. And Lucas doesn't love it and neither did Irvin Kirschner. They said that the characters were fighting too much. The dialogue was off. The ending didn't work. But what's interesting Lizzie having read it is that the story is very interesting. There are absolute differences, but we start out on an ice planet. Luke is attacked. He has to use the force to escape. Eventually the Empire does attack this. It's called an ice castle at the beginning. Much more is made of the Wampas. The Wampas are doing like an attack on the base before the Empire. It's like a weird, abominable snowman set piece that they have. I like the Wampa. But generally speaking, Luke goes off to train with Minch or eventually Yoda as a Han and Leia escape into an asteroid field and then eventually they meet Lando Kedar, not Lando Calrissian at the end. Darth Vader uses the trap to lure Luke. There's a double cross. There is much more of a love triangle. It is extremely explicit. And in my opinion, the part of the story that works the least is all of the Han and Leia stuff. It just feels like they are so treading water, not just in terms of their relationship, but just in terms of the action that's taking place throughout the movie. That's the story. In terms of the action that's taking place throughout the movie. That still feels the case a little bit in the final result, but a little bit. I think there's still some structural problems that they never fully figured out. You know what I mean? That we're just Lucas's to begin with, but they certainly paper over them very well. So I guess my general feeling here, some people have said, you know, Lucas didn't use anything from brackets draft and he just threw it away. Doesn't sound like it. I don't think that's exactly true, but also to be fair, I don't know how much of her draft was what Lucas pitched to her or what she pitched back to him. But there are even little fun moments that end up, you know, like R2 falling in the bog and then his little periscope coming up as he makes his way back. Like that's in the script. And I would imagine that would be like the screenwriter's discretion more than Lucas pitching that moment to her, for example. So my general thinking is I think this was an important draft, even if it ended up being sort of a step maybe in the wrong direction in some ways. And the biggest ways in which it feels off to me are that tonally, it does feel like it's a bit of a different era. It feels more like that kind of golden age of sci-fi style writing. Makes sense. She's a lot older. She is. And the dialogue, the dialogue feels closer to a Raymond Chandler-esque sort of story between especially, I mean, it feels more gone with the wind to be honest, between especially Han and Leia. It does not feel contemporary. And we'll get into Kasdan and another contributor who maybe made some changes. So eventually, Lucas calls Bracket to talk about the script. And that's when he learns that Lee Brackets in the hospital. Oh, no. And three weeks later, she passed away from cancer. No. Production was set to start in 10 months and Lucas didn't have a screenwriter. So he hired the guy from A New Hope. He was supposed to be vacationing with his wife in Mexico, Marsha vacationed and Lucas sat in the hotel room and wrote. And it wasn't nearly as bad as the first time. It probably sucked for Marsha. But for Lucas, it wasn't terrible. Did it or was Marsha enjoying the margs on the beach in Mexico by herself? Unclear. The second draft is dated April 1st. This is technically five weeks after Bracket's draft was delivered. It's 121 handwritten pages and it's now titled Episode Two, The Empire Strikes Back. Let's talk about the big changes. So in Bracket's draft, Yoda doesn't really speak like Yoda yet. And this is the first time where he starts to speak like Yoda, although Frank Oz will have a big influence on that later. This is also the first mention of Boba Fett. Boba Fett was not in Bracket's draft. That character was kind of pulled from early drafts of A New Hope, early versions of Darth Vader as well. That makes sense. And then he actually had to flesh out Boba Fett in time for the Star Wars Holiday Special, which oh my God, if you would like a fever dream experience. Oh, I've seen it. Oh man, that thing is nuts. I'm amazed that didn't tank the franchise. It is incredible. Yeah, it's something. It's on YouTube. It is. You can go watch it. It's incredible. And if you want to learn more about that, the podcast that I produced when I was at Wondery at the Big Flop actually did a whole episode on the Star Wars Christmas Special. Yeah. Now, most importantly, this is the first draft to mention that Darth Vader is Luke's father. Now, Lucas says that he'd already considered this, but just hadn't mentioned it to Bracket. It seems like it's just as plausible that this was a new idea because it solves a redundancy issue. In Bracket's draft, Obi-Wan Kenobi and Luke's father, just named like Father Skywalker, basically appeared to Luke as Force Ghost when he's on the unnamed Dagobah at the time. And it just starts to feel like we've hit redundancy with these two characters. Sure. We have two father figures for Luke, and it doesn't add much. But Lucas was still worried about the tone in a very different way than when he'd read Bracket's draft. He knew that he wanted the movie to be darker, more philosophical and emotional, more grown up, but he was worried, especially about the Darth Vader reveal, that the movie was going to be too dark for kids. So he actually consulted psychologists about this. He said, what will kids think of the Darth Vader reveal that he's Luke's father and he's just cut off his hand? And the psychologists told him that kids who weren't old enough to accept and handle the twist would simply believe that Darth Vader was lying. And Lizzie, that's what I thought when I was little. I thought Darth Vader was just messing with him in that moment. I didn't think it was true. I just, it didn't compute with me. I couldn't understand how Darth Vader could be his father. Now, Lucas was super paranoid about the twist leaking, so he actually didn't tell Irvin Kirschner and he removed the reveal from the draft sent to Alan Ladd Jr. at Fox. It just said, Obi-Wan killed your father. Like, that's just what the reveal was at the end. It was not that Darth Vader was his father. So in June of 1978, Kasdan submits his first draft for Raiders of the Lost Ark. He's 29 years old. He's just unwittingly kicked off one of the most iconic trilogies of all time. It's crazy. And George Lucas says, look, Lee Bracket has died. I want you to write Empire Strikes Back. And Kasdan says, well, don't you think you should read Raiders first? And he goes, I'll read it tonight. And if I hate it, I'll withdraw the offer. He did not withdraw the offer. Kasdan is completely overwhelmed. And Lucas says, don't worry, don't worry. Steven Spielberg's busy with 1941. Just focus on Empire. So Kasdan sits down with Lucas and Kirschner to read Lucas' second draft. And Kasdan was less than impressed. He said, there were sections of the script which, when I read them, made me say to myself, I can't believe George wrote this scene. It's terrible. But he and Lucas had a lot in common, including a love for Akira Kurosawa. And they were both inspired by which character from Seven Samurai when writing Yoda, Lizzie. Is it? I can't remember their names. Kameh Shimada, the main one. Yes, of course, the main guy. And Kasdan, like Lucas, wrote everything by hand. So basically he'd write for two weeks, and then he'd bring 20 to 25 pages to Lucas and Kirschner to review. And this was very new to him. He'd only written three scripts, and he'd never shown people works in progress while he was working. And he said that the worst review was the first one. He turned in the first 25 pages, and according to Kasdan, quote, the way George works is that he never tells you what he likes, just what he doesn't. Great. Silence was my only reward. I have one producer friend who's kind of like that. And he's just learned to take it as an inverse, like a reverse compliment. Like if you only get a couple notes, you're like, wow, they loved it. I would not thrive in that environment. Yeah. But the good thing is like Kasdan was really good with dialogue, which is what Lucas struggled with. In fact, Lucas had once said, if we have enough action, no one will notice the dialogue. Sir. I mean, while, meanwhile, Kersner pushed for more character development. And Lucas actually said that he loved the experience because they disagreed with him. They challenged him, something that maybe he was lacking in later iterations. So Kasdan delivers his draft in August of 1978 and prep has been well underway. So by the time this draft was in, they'd chosen Finse Norway as the location for Haas, constructions underway at Elstree Studios, ILM setting up these new offices in Northern California. And Lucas has decided that he's going to bring ILM from Van Nys to Marin County to be closer to home. But he didn't invite everybody along and there's a really interesting rift that happens here. So he leaves behind special photographic effects supervisor, John Dykstra. John Dykstra actually, you know, had one, two Oscars for his work on A New Hope, including developing a new kind of camera. But he and Lucas butted heads because Lucas felt Dykstra worked too slowly and spent too much money. What else did he do? He would go on immediately to do Battlestar Galactica. Yeah. And this became a big rift. Lucas accused the creator of Galactica of ripping off Star Wars. There's this big rift in the crew. You were either an ally of Lucas or an ally of Dykstra. And it was tricky because on the one hand Marin seemed like an upgrade from Van Nys. And on the other hand, Star Wars was going to be a ton of work. Lucas could be a little cheap and it was going to be a pressure cooker. So according to Joe Johnston of the core original group and Joe Johnston had done VFX work on the first one, he designed the Millennium Falcon. He would become a accomplished director in his own right. Only a few others besides him would go up and the rest stayed with Dykstra. So heading up to Marin with Joe Johnston were Ralph McCory, who would play a huge role in designing Yoda, and Dennis Muran, who would co-lead the special effects team with Dykstra's replacement, Brian Johnson. So McCory and Johnston had been sketching concept art for Empire long before they saw a script. And Lucas would come in and pick one or two and say, you know, this is an interesting direction. Do a hundred more. And then he had them start storyboarding before there was a script. So you would say, we're going to do a giant snow battle. And they'd say, we don't have a script. And you'd say, don't worry about that. And they just have to start. You don't need characters. You don't need them. And then he would take the storyboards and he would take what he liked and write it into the script, which reminded me of Terry Jones and Brian Froud's drawings on labyrinth, for example. It's actually kind of a cool way to work. So let's talk about the little odd creatures specifically Yoda, Minch, as he was first known. So he was designed by Johnston and McCory and his look changed drastically across pre-production. First he was small and frog like. And then Kirschner pitched something kind of like Gandalf eight or nine feet tall with a big beard, like an oversized Moses. But they said no. Yeah. I mean, he's very Lord of the Rings coated even, even in his final form. Well, let's talk about Lord of the Rings. Lizzie, would you like to see him in his more anomic or leprechaun state as I'll call it? Sure. All right. Does he have a little hat with a belt buckle on it? Here we go. Oh, oh, he's just a little green. He's a gremlin. There's like a gremlin. He's a Santa gremlin garden gnome with a Gandalf staff. Yeah. Hmm. Hmm. Hmm. Hmm. We'll put this on our Patreon for you guys to look. It's not it. So the real question was how are they going to bring Yoda to life? They tried a monkey in a costume. They even shot test footage. Couldn't control the monkey. No, someone else tried that on something else we did. You could never control the monkey. Yeah. They considered using an average height actor and using forced perspective, which is what Peter Jackson would do with the halflings on Lord of the Rings. Yes. It would just complicate the production design so drastically. They thought maybe a little person or a child in a costume. Lucas would do that on Howard the Duck. They thought maybe stop motion for the body, but it wouldn't work for the face. They thought about a puppet or marionette, but they worried that it wouldn't look real enough. So Lucas reaches out to who, Lizzie? Jim Hansen. Don't call him the Muppet Man. Working hard to make that a hit. So Jim Hansen and George Lucas had met at L Street when Hansen was taping the Muppet Show. And George Lucas says, can you make Yoda more cross-eyed? And Jim Hansen said, yes. Well, Jim Hansen said, I'm too busy with my million TV shows and movies, but I've got this great friend, Frank Oz. You should hire him. So according to special effects makeup artist Nick Maley, he was on the Yoda team. The two folks most responsible for bringing Yoda to life were Frank Oz, who voiced and puppeteered him, and Stuart Freeborn. So Stuart Freeborn was the head of the makeup creature effects department and is an absolute legend of makeup and creature effects. He did, you know, the apes in 2001, Space Odyssey, the dogs in the Omen, he worked on Bridge on the River Kwai, Dr. Strangelove, obviously the first Star Wars film. And he was assisted by someone we've spoken about before, Wendy Meidner, who we talked about on Labyrinth, and Kathy Mullen, who worked for Hansen. Wendy Meidner married Brian Froud, Lizzie, if you remember, concept artist. Got it, yes. And produced the baby that is abused for most of Labyrinth. That's right. So Meidner and Mullen also helped Frank operate Yoda during filming. So Freeborn, Stuart Freeborn was given the Yoda assignment. This is Freeborn's account, quote, one morning by Lucas, who said he'd be back in the afternoon to see a mock-up before he flew back to the US. With input from Frank Oz, who would weigh in on how the puppet needed to be able to move, Freeborn decided to work with what he knew. And Lizzie, I'd love to show you a photograph of Stuart Freeborn. Oh, he's Yoda. It's his face. It's just him. Wow. He's such a cute man. Very cute. Yeah, he, wow. Okay. That's to literally Yoda's face. So Freeborn modified a sculpture of his own head. He added eyes modeled after Albert Einstein, larger eyes to convey intelligence. He thought about giving him a mustache, but didn't. He still has like a little wisp of a soul patch underneath his lip, if you look at it. He could use some tweezers. And he was like, this is terrible. He covered it with a wet rag and Lucas comes in to see it and he thinks he's going to hate it. But Lucas said, yes, that's it. Only maybe not exactly. According to Nick Maley, that's a highly condensed version of the story and that Freeborn and the team were visibly stressed for three months designing and modeling this creature. It's possible that they did a first pass that looked roughly like this and then it took three months to, you know, finalize it. According to Maley, he actually at one point jokingly suggested to the production supervisor that they should just paint stew green and give him a pair of pointy ears. It's entirely possible that stew overheard that. We can't be sure. But regardless of the timeline, once the model was made, they got worked to building the actual puppet, which included Lizzie, a very complex mechanism for Yoda's eyes. They were controlled by direct cable control. Oh, there was this big wad of bicycle like cable down Yoda's neck down his body and out the other end to a big black box with two joysticks. Wendy Froud, Wendy Meidner did all the eye movements according to Frank's meticulous direction. Oh, cool. A couple other things I want to mention on the design side. My favorite design as a child was the AT-AT as I call them or the at at some people in fist on calling them the big walkers, the four legged walkers. Oh, yeah, of course. At the beginning, Joe Johnston really was key in designing these and he pulled from Sid Mead's incredible concept art from this old US steel promotional brochure. I'd like to show you a photograph, Lizzie, because you can really see the influence here. So that's Sid Mead's concept work. Oh, yeah. Okay. And you can see like the way the legs are jointed, you know, is very similar. Totally. And then for the tauntons, they actually did talk early on about building an actual walking build or a marionette, but they went with Phil Tippett's new animation technique, which you've discussed, Lizzie, go motion, which is stop motion where they add motion blur. And they actually filmed an elephant for reference on the AT-ATs and they filmed a horse for reference on the tauntons. And then they, of course, use a mechanical taunt on in the close up shots. Right. The AT-ATs, I think, look amazing. They're amazing. The taunt is slightly less successful, but still very fun. Agree. So the scripting, the creatures, the machines, complicated. But the casting should be simple. The first movie's a hit. Just bring everybody back. But in some ways, things had been tough for the cast after a new hope. Carrie Fisher was suddenly incredibly famous, but she didn't feel like her role as Princess Leia had helped move her career forward because she was getting typecast. She said, no one looking at me as Princess Leia with her funny hair and strange clothes could say Carrie Fisher would be perfect for this or that contemporary role. Mark Hamill, as you mentioned, Lizzie, he did get in a car accident that did change the look of his face. That actually happened before a new hope was released. Oh, OK. So he was in a car accident. He had reconstructive surgery. I do think he looks noticeably different. I still, he's a very handsome man. Yeah, it's not bad, but you can tell. Lucas has said that they did not write in that initial scene with the Wampa to justify the changes in his face. I believe maybe that wasn't the entire thrust of that scene, but placing the scars on his face and whatnot. It has to, yeah. I don't know. I don't know if I buy that, but that is what he said. So Hamill had done, you know, a little movie Corvette Summer and he appeared in a pilot of a TV show called Eight is Enough. And he actually dropped out of the pilot because they wanted him to sign a seven year contract. He worried it was going to prevent him from making movies and they threatened to sue him. Now he and Fisher had options in their contract for a sequel and Harrison Ford didn't. So Lucas didn't know if he could get him back. So according to some sources, Harrison Ford was also worried about getting typecast, but he also hadn't found a ton of success yet after a new hope. He'd done Heroes Force 10 from Navarone, which I actually liked quite a bit as a kid, but neither really lifted his profile. Can I ask, did Carrie Fisher already have Blues Brothers when this was under discussion? Because that's the same year as 1980. I don't think she had it yet when this was under discussion. That is a very funny Carrie Fisher role that is very different. So basically, you know, according to casting director Fred Ruse, there was this theory around town that Harrison was a fluke, that he couldn't be a leading man, that women didn't find him attractive, which is kind of insane. What? Yeah, he said that when he'd suggest Ford to his filmmaker friends, they'd say, no, no, no, no, no, no, who else? That's nuts. Yeah, Ford was hesitant, but he says that after he met with Lucas Fisher and Hamill and they talked about the story, you know, he was in, and he also said that he felt a moral obligation to his friends to do this movie. But other actors didn't feel that moral obligation. You know, Anthony Daniels, who played C-3PO, was feeling really slighted after the first film. You know, folks had insisted that C-3PO was entirely mechanical and he was not landing, you know, the roles that he wanted to. David Prouse, who played Darth Vader, famously had not been told that his voice would be replaced by James Earl Jones. James Earl Jones, ever the gentleman, insisted that Prouse get sole credit for portraying Vader, saying that his voice was only a special effect. And to be fair, Lucas did replace the voices of a number of actors, and I want to get into Prouse's more complicated relationship with Hollywood when we cover Star Wars Return of the Jedi. There was one important new cast member, Lizzie. Who would that be? Landau Calrissian? Landau Calrissian, Billy Dee Williams. Hans Ol' Buddy Ol' Pal. Now, some people had claimed or charged that a new hope was racist. The Force of Evil is dressed in all black, voiced by a black actor. The droids are treated like slaves and call a young white man master. There were no black characters beyond Vader's voice. Billy Dee Williams was coming off of a run of successful films, including Lady Sings the Blues and the bingo long Traveling All Stars and Motor Kings, which was written by Lucas' friends Hal Barwood and Matthew Robbins. Now, in an interview with Jet Magazine, William says he jumped at the chance to play Landau Calrissian, originally called Landau Kedar. He says, I mean, how could you turn down Star Wars? But the Oakland Post reported that he had qualms about the film and he didn't want to just be given a token role. Now, Lucas says that he did not write Landau with any particular race in mind, and at least in the bracket draft, that is very much true. It's never specified. And George Lucas had actually said that he had considered hiring a black actor to portray Han when making A New Hope. And I actually think Billy Dee Williams would have been a great Han solo as well. He totally fits the vibe. It seems like Lucasfilm marketing heads Sid Gannis said publicly, look, we're just looking for a romantic hero. The race does not matter. And that was enough for Billy Dee Williams to say, okay, yes, I'll accept this. I want this role because I am right as the romantic hero, not because you need a black actor and I'm a black actor. And finally, Lizzie Alec Guinness turned down the chance to return. He was in poor health, suffering from eye problems, and doctors advised him to stay out of bright light. We'll get back to him in a minute. So by the time production begins, where do you think the budget is, Lizzie? I don't know, 10, 12, 14 million. 18, 20 million, depending on the source. Now, there had been a fire in late January at Elstree Studios. Stanley Kubrick's The Shining, an entire stage burned down. We discussed that in our episode. Right. So Star Wars lost that stage and another stage they'd been expected because Kubrick moved and then went a million years over schedule. And that's okay because the team is starting in Norway. So filming began on March 5th, 1979, with a planned 76 day schedule. And during a press conference in Oslo a few days before, Kurtz is asked if they're afraid of the bad weather in Fence. He says, well, we want some bad weather. We have to shoot several scenes and we need a variety of weather conditions. Of course, if we have two solid weeks of whiteout, that wouldn't be good. And that's exactly what they got. Yep. There was a hotel for the cast and crew, then two bases, one halfway up the glacier at 3,000 feet and another at the top. Between the bases, there's a track lined with poles spaced 10 feet apart. So imagine something like going up Everest. The group would have to inch its way by tying ropes to people and tying those ropes to the front of the track vehicles. And they would move forward 10 feet, find the next pole along the path. And then the whole line would move forward 10 feet. Oh my God. Horrible. The weather made it impossible to get to the bases on some days. So they did a lot of shooting right outside the hotel. And the bad weather actually helped. It was so intense that the shape of the snow drift in front of the hotel would change. So it wasn't obvious that they were repeating the same location over and over again. A new location, yeah. Sometimes apparently Kirchner would just point the camera out the door of his hotel room so he didn't have to leave his hotel room. I just want to go through a couple of the weather related problems. So the crew would dig trenches for the battle scene, but before they could shoot it with snow so much that they'd have to dig them again. The camera bodies had to be kept warm so the batteries could hold a charge and the film could be spooled smoothly. But the lenses had to be kept cold so that the ice and snow wouldn't melt on the lens and cause droplets and streaks. And then the eyepiece would turn completely white so the camera operator couldn't see anything. If you touched the camera without gloves, your skin would freeze and stick to it and you'd have to use a razor to get it off. And if you needed a razor, you could use the film, which froze and became razor sharp in the cold, making reloading the camera a little bit tricky. And worst of all, you couldn't go to the bathroom because you were wearing seven layers of clothing the entire time. Yeah, you're wearing a diaper for sure. So Gary Kurtz said, Well, we've run out of things to shoot. Let's invite Harrison Ford to set. Who notably a bit of a surly guy. Harrison Ford probably didn't love this. Basically from what we've read from multiple sources, it seems like the intention was never to film with Harrison Ford in Norway. They were going to shoot all of his snow scenes on the stages at Elstree, but they ran out of scenes to shoot because of the weather condition. So they give Ford a couple hours notice and then he hops on a plane, transfers to a train, stops at a ski resort 30 miles from Finse, because the other railroad lines were cut off due to avalanches. He takes two taxis to make it seven miles and then the producers and location manager bribed the driver of a snow plow with a bottle of vodka to bring Ford the rest of the way. Oh man, I bet he was thrilled. He was thrilled. So when they left Finse, they'd completed 52 setups accounting for seven scenes and seven minutes and 39 seconds of final screen time. Oh my God. And things were only going to get better, right? They go back to London, they're a day behind, but editor Paul Hirsch had joined the production, another friendly face from a new hope, and Elstree is not ready for their arrival. Gary Kurtz says, oh my God, he adds four to five weeks to the schedule right at the beginning of the shoot. Plus, the script is continuing to be tweaked. They built eight to 10 new sets that did not exist at the beginning of production while shooting, and they still have to deal with the weather on the stage. Lizzie, when you're in a bog, you gotta make... Swamp? Fog! Fog! Very good! They were pumping out mineral oil to create the fog, which made it hard to breathe, so Kurtz and Kirschner are walking around like Darth Vader in gas masks. Great. Could you check that out, please? No gas masks for the cast. Yeah. There are just a lot of issues with the props and mechanical issues. The mirror above the back to tank, that's where Luke is healing in the water too, but at the beginning, the lights got too hot, it cracked the mirror and it fell into the tank. Hamel was not in it, thank God. Okay, good. The worst was when something failed when Lucas was on set, because he wasn't just the producer and creator, he's also the financier, so he's watching his money disappear. Oh no. Like they're shooting the X-Wing being pulled out of the water, and the wings collapsed because they'd been made of wood and they weren't waterproof, and it took 10 hours to rebuild for a six second shot. Now at first, Lucas kept his distance. He'd only visit set every few weeks, and he wasn't telling Kirschner what to do. In fact, Kirschner went to Lucas and he said, should we cut pages? Like we need to get back on schedule. And Lucas said, don't do anything, just keep shooting. But that was not what he was telling producer Gary Kurtz. He was saying, oh my God, tell Kirschner to hurry up, tell them to get back on budget and on schedule, and I just think Lucas didn't want to be confrontational with Kirschner, he obviously respected him, but he was very willing to say, Gary, Gary, Gary, you need to go tell this guy, hurry up, hurry up right now. But Kurtz didn't do it. He agreed with Kirschner's vision, and the few times he didn't intervene between Kirschner and Lucas, he tended to take the director's side. And I think that Lucas was realizing that perhaps his new job was more stressful than he'd anticipated. But to be fair, Urban Kirschner was dealing with a lot. Not only did he have all the pressures of following up the most successful movie of all time, it was a really hard production, and it was beset by tragedy. John Berry, production designer on A New Hope, second unit director and initially production designer on Empire Strikes Back, collapsed on set two weeks into filming on May 31st. He was hospitalized and died of meningitis on June 1st. Oh no. We spoke about this briefly when we covered Superman. He was an incredible production designer, and it was a tragedy. Carrie Fisher got sick with influenza and bronchitis and missed days of work. She was also battling a drug addiction, and she said at one point she weighed about 85 pounds. Oh my God. It's also important to mention that Carrie Fisher was doing active script work while they were shooting. There is an annotated copy of the script. I was not able to find the full copy, but you can see all of her notes, and many of which get written into the movie. Wow. She really rewrote a lot of the Han and Leia dialogue. Never tell me the odds. Come on, admit it. Sometimes you think I'm right. Wow. You know, she really, I think, was the one... I don't want to give her full credit. Kasdan wrote a ton of this, obviously, but I think she really knew her dynamic with Ford, especially since they had a romance, and she really brought that to the relationship on screen. Hamill was also worn out, as you can see in the movie Lizzie. The role is much more physical than the first film. And it sounds like he didn't get along very well with Kirschner. Not that there was acrimony, but Hamill was frustrated that Kirschner changed his mind quite a bit. So before they know it, the production's 30 days behind schedule. They're $5 to $6 million over budget, and Bank of America is refusing to lend them more money. And Lucas is terrified that he's going to have to go to Fox for help and lose ownership of the movie. So for a while, they pay everyone every other week instead of weekly, and then eventually they get a $500,000 loan from Lucas's merchandising company, Black Falcon, and that's not enough. So they eventually have to refinance the film with the Bank of Boston. And according to some sources, this is when he did have to go back to Fox and give them a few more points so they would help guarantee the new loan. But to be clear, he's still the ultimate guarantor. He's the one that will face bankruptcy if this goes under. According to other sources, this happened later because they went again over budget later in the production. So he had to ask the Bank of Boston for an additional $3 million. So at this point, Lucas starts coming to set every day, and he's working with Kirschner to move things along to rewrite and condense scenes. They actually lost a couple of sequences when reels of film were ruined in the development process and came out too muddy. He then watched editor Paul Hirsch's first cut, and according to one somewhat controversial source, panicked. He reportedly took the first 80 minutes of the film and cut half of it out, and then nobody liked it. They said it was too fast. Then he reportedly got very angry and insisted, it's my money, I can do what I want with it. But then when he admitted that he was angry because they were right, it didn't work. All he wanted to do was speed things up, and he couldn't do it because the pace that Kirschner and cinematographer Peter Szechitzke had set and what they were trying to accomplish took time. Well, in fairness to them, what he has created takes time. Like just the expectations that he said at the beginning of this process were completely unrealistic for everyone, including himself. Like he could not do this. Now, some good news. Alec Guinness did come around during production, and he says I'll do half days work in exchange for a third of a point. And so that's where we get his forced ghost scenes. His quote in his diary is very funny. I said, yes, two a day's work on stores too. It's still rubbishy stuff, but seeing what I owe to George Lucas, I hadn't the heart to refuse. He didn't like it. He's like, I'm so rich. Yeah. So in August of 1979, pressure on the production is peaking and they start shooting with Yoda. So the puppets finished just in time. Everyone's terrified as they bring him to set. And Frank Oz is about to have a hell of a time operating him. So Lizzie Frank, Oz is six foot two. Yeah, he's huge. So he had to crouch in a pit with his arm extended all the way up, holding a heavy puppet with his thumb and Yoda's mouth, his middle finger in his brow, his index finger in the upper palette, and his pinky just hanging out. Wow. And meanwhile, the rest of the team are moving his ears, eyes and hands. So according to Mullen, they shot an interior at Yoda's house or his little hobble and they go to watch the dailies and it's terrible. And Frank Oz says that what happened was he was way too expressive. They had to pull him way back. He was probably much closer to a muppet at the beginning. Right. Yeah, his face like barely moves, which I do actually like. It's great. And you know what? I think they make such a smart choice in having him be a total freak when he shows up with that misdirect. He's so funny. He's such a chaos agent. He looks like my one year old child at the beginning and he's literally just pulling shit out of the bags moving around. I know. Like when he's crouched over with his butt out, like it's so good. I love him. So our researcher just texted me and he said, I'm very used to doing Miss Piggy. Yeah. So he was not used to doing the more subdued Yoda. We should also mention here that George Lucas didn't want to use Frank Oz's voice. Let's listen to Frank Oz talk about this. By the way, George didn't want my voice in the beginning. I gave him a tape. He said, no, thank you. And in post production for about a year, I heard that he was auditioning voices for Yoda. He had no intention to use me for voice. And then I was on my honeymoon with my first wife about 25 years ago or 30 years ago. And he said, oh, Frank, maybe could you come out? I don't know why could you come out? I think we'd like to try your voice. And so I flew back and recorded the Yoda. And I'm not surprised that Lucas came back to Frank Oz because on set it got to the point where Yoda seemed so lifelike that Irvin Kirchner would speak directly to the puppet when giving Frank Oz direction and not Oz. That's an amazing, amazing testament to how well this team pulled it. Well, this team pulled this off. So by late August, they're 50 days behind schedule. Oh my God. Lucas is blaming Gary Kurtz. He says, like, this is why I didn't, you know, want to hire him to begin with. He does bring on producer Howard Kazanjian, who he had considered, as we mentioned, when he started out this story. They finally wrapped principal photography in late September of 1979, over three months over the original schedule. Wow. I'm not going to dive deep into the effects that ILM did on this movie. It's incredible. You guys should check it out on YouTube. And just know they did an ungodly amount of work and an extreme time crunch. They had a couple of months to get these shots done, 204 scenes to complete. And at times they were literally waiting on the technology to catch up. They were still perfecting the optical printer, which was needed to composite together the miniatures, mats and live action shots that you see in the movie. So in the edit, Lizzie, it sounds like Kirchner and Lucas overall worked pretty well together, but they hit an impasse over a really small but crucial moment. And it's actually one of my favorite parts in the movie. It's when Leia says to Han, I love you and Han replies. I know. So one of them preferred I know and the other one preferred Han to reply with, I love you. They shot both versions. Who do you think preferred which? I'm guessing Kirchner preferred I know and Lucas preferred I love you. Very good. That's exactly right. So they agree they're going to try both. So at the first screening, they'll try I know and then at the second one, they'll do I love you. So they screen the movie and Han says, I know and the audience erupts with laughter. Yeah. And Lucas elbows Kirchner and says, I told you it was wrong. We want an emotional response, not a laugh. And then they go to lunch and people are coming up to them and commenting saying, that's amazing. That's the funniest thing I've seen. That was pure Han solo. And Lucas is like, okay, fine. Oh, and by the way, Harrison Ford didn't purely improvise that on set. My understanding is that he and Kirchner worked out that line as they were rehearsing the scene together. Makes sense. I've read that like, you know, Han just whipped it out. I don't believe that's accurate. No, probably not. So Marshall Lucas not involved at all in this one. Is that correct? So Marsha Lucas is reported was an uncredited editor on this film. So I don't know exactly how much work she did. But what we do know is consistent with what we would assume. It seems like she often disagreed with George's instincts and agreed more with Kirchner's instincts. That makes perfect sense because Marsha was in many ways a humanizing force for George Lucas. And I'll briefly recap the story of how, you know, he basically made American graffiti as a dare that she gave him to say, Hey, look, why don't you try to make a movie that resonates emotionally with people? And Lucas said, Oh, that's easy. I can do that with my hands tied behind my back. And sure enough, he actually could. So anyway, Marsha Lucas was involved in the edit. We don't know exactly the extent. So they do a preview in mid April of 1979. And I'd like to read some of the summarized comments because I do think it really captures what makes this movie kind of unique and special and who it speaks to. So from the men under 10, four boys, as we'll call them. Yeah. I thought it was great. It was like a dream. It was very good. Movie too long. Luke sometimes gross. I think they're talking about the hands. It was kind of sad when Han Solo turned to ice. Why are you making me fill this out? This is from the girls. You should have less violence. Or if you have violence, make it funny violence. I do not like it as much as Star Wars. I didn't like the ending. Why did you make us wait so long for this one? Men 16 to 20. It's one of the few sequels is good or better than the original. Men 16 to 20. I hope you find Han Solo. Yeah, that's right. And then as you get older and older, they tend to be more appreciative of the themes as you age the audience up. I will say this movie feels quite a bit more adult than a new hope does. Absolutely. And I think it's very interesting as we'll get to how much Lucas swings back in the other direction with Return of the Jedi. So maybe in keeping with this darker tone, Lucas announced the title of the third Star Wars film at a press conference a week ahead of Empire's release, Revenge of the Jedi. That name would obviously change. So the Empire Strikes Back released wide in the United States on June 18th, 1980, following a limited release on May 21st, 1980, just a week after George Lucas's 36th birthday. It's insane. Lucas, of course, used the four weeks between releases to actually change the movie and add a couple of shots to clarify where Princess Leia and Luke are on the medical frigate relative to Lando Calrissian and Chewbacca leaving on the Millennium Falcon to go find Han. And I'm sure they just gave everybody at ILM a heart attack with this request. Now, Lizzie, here's a fun fact. Like the audience, David Prouse, who played Darth Vader, at least in physical form, was shocked by the big reveal because on set, he had been instructed to say Obi-Wan killed your father. James Earl Jones dubbed the big reveal. Well, yeah. I mean, there's no reason that they couldn't change all of his lines. I think that's so cool. Wow. They also cribbed pretty heavily from Gone with the Wind for the poster. I would like to show you a side by side really quickly, Lizzie. Again, we'll put this on our Patreon. Great. Oh, yeah. Yeah, they weathering hightstit. They did. They absolutely did. Now, I've read some people say reviews were mixed. I've read some people say, no, reviews were super positive. I think they were positive with some, you know, mixed, mixed in, so to speak. The movie had its detractors. The New York Times said that the Empire Strikes Back struck a bland note, for example. The LA Times was more positive, although I'm sure Irvin Kirschner noticed that they barely acknowledged him and it was mostly about George Lucas and his team. Gene Siskel, though, said it was just as entertaining as the original Star Wars. After suffering three years of Star Wars ripoffs and imitations, we got the real McCoy and it's something rare, a sequel that works. But unfortunately, he called out Billy D. Williams casting as an apparent response to the charts that the first Star Wars film had been accused as being racist by some, which is exactly what Billy D. Williams did not want people to think, which is unfortunate. He's so good. He's wonderful. Now, Lucas' original budget of $8 million looks insane in retrospect. Lizzie, any guesses as to where we landed? 35. Very good. Just over 30 is what I've read. That sounds right, by the way, and not unreasonable for this movie. It does. I think you can see every dollar on screen. Looks and sounds amazing. The Empire Strikes Back was the top grossing film of 1980. It more than doubled the second highest grossing film of the year, Kramer vs. Kramer, a movie we need to cover. God, yeah, that did really well. Very popular movie. It became the third highest grossing film of all time behind Jaws and Unyohope. Very good. And then it would be dethroned by E.T. in 1982. But what was interesting, Lizzie, is that George Lucas seemed upset. So Gary Kurtz later said, one of the arguments that I had with George about Empire was the fact that he felt in the end we could have made just as much money if the film hadn't been quite so good and if you hadn't spent so much time. And I said, but it was worth it. And famously or infamously, Gary Kurtz would not be invited back on Return of the Jedi. That may have been in part also due to Lucas' focus on merchandising and aging the movie down a little bit for children, two things that I think Kurtz was not interested in. I think what's so interesting about this is that Lucas claims that he set out to make a movie that topped the first, which meant it had to be amazing. And yet he also later said it was a lot better than I wanted to make it. And so there's this contradictory quality to Lucas. And he is somebody who I think he's very unflappable with his affect, but what he says is very hyperbolic at the same time. It's the duck on water thing. Like you're totally right. He does seem so cool and collected and sort of emotionless at times. But then when you actually hear the real churn of his life and what's going on and what had put him in the hospital and stressed him out so much, it's like, I completely understand that. He relinquished quite a bit of control on this because he knew, I think, that he couldn't and shouldn't do this again. But that is really hard to watch other people take over the thing that you nearly killed yourself to make. Yeah. You know, I was trying to think of how to end this episode. I think it can be very easy to see Lucas as pennywise and pound foolish, which one of the reasons that biography I mentioned is controversial. Lucas was very upset by it because it made him seem very miserly, which I don't think is entirely fair because he was putting everything he had on the line. It's easy for us to say, George, spend the money. The movie's worth it. It's amazing. Well, they didn't have it. Yeah. Exactly. And this is not somebody who came from money to be clear. And I think very much felt the acute stress of wanting it and wanting to keep it. And he did put it all on the line in the end. He did spend all of the money and the Empire Strikes Back remains suggested for inflation, one of the most expensive, independently financed films of all time. And again, though, to his credit, Lucas could also be extremely generous. As you mentioned, Lizzie, yes, he did yell at Gary Kurtz behind the scenes to intervene with Irvin Kirschner. But it seems like ultimately he wouldn't cross that line himself. He also didn't take a screenplay credit on the movie. Instead, he left it to Lee Brackett and Lawrence Kasdan. And in September of 1981, Lee Brackett posthumously won the Hugo Award for her work on the Empire Strikes Back, which she had not won in 1956. So with that, we conclude our coverage of Star Wars Episode 5, The Empire Strikes Back, the first of our entry into sequel months, and just the first of many more Star Wars to come. And Lizzie, I have to ask you, what went right? This heart, I think a lot went right here. I'm tempted to give it to Irvin Kirschner, but I think I have to give it to both Frank Oz and Stuart Freeborn for the creation of Yoda, because this movie absolutely lights up when that little bog freak, as you put it, starts flipping around in Luke's bags. Oh, when he's twerking through his supplies, it is so good. When he is ass over tea kettle in there. Yeah. He's just, he's so great. He drops you in immediately into the world. And it's something that I think the movie is missing a little bit in some other sequences, both Yoda and Land O'Calrissian, to be honest, do that for me and this. They're both the great breaths of fresh air. Yes. Yes. And which is much needed in this sequel. I mean, it makes sense. We're, you know, retreading some old territory except for these really magical characters, particularly Yoda. So yeah, I'll give it to them. I think it's an amazing performance by Frank Oz, both the voice and the actual puppeteering. It's incredible creature design. I just love him so much. There's a reason that he is what he is, you know, and it's, it's those guys. So that's what went right for me. Well then I will give mine to Irvin Kirschner, who, to be fair, I am not very familiar with his filmography. I went through it. I think I've seen three of the movies he's directed and only one of which very recently, Eyes of Laura Mars, which I enjoyed Eyes of Laura Mars. The Empire Strikes Back is, I mean, light years ahead of that movie in so many ways. And I think it's an amazingly well directed movie. I think this movie, it has such rhythm. It has such pathos. It has great stakes. As we mentioned, it looks great. It's very funny. It's very funny. The comedic timing is very good. Yes. I think there is a lot of care given to the characters. What I like is that he wouldn't necessarily be who you would think of. Right. A journeyman director in his fifties who's kind of found a groove, so to speak. And this seems very far outside of that. But it just goes to show. People can surprise you. And I just think he did an amazing job and obviously a very smart guy. But this was a real leap of faith. That was a big risk for him to try to take this movie on. And I think he did an amazing job. He did. So mine goes to Urban Kushner. Absolutely. Well, thank you so much, Chris. That was great. Of course. Tell the folks at home what we're covering next. We are covering Vietcom in Biavenu, Vraykom, which I also just watched the other night and, who boy, I cannot wait to get into this one. We're going back to Bob Fosse, asshole extraordinaire and incredible director for Cabaret. That's right. Yeah. So we will see you back for that. 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The Provost family. The O's sound like O's. And Tom Kristen. Wow. That sounded almost as good as Lizzie's Yoda impression. And by almost, I mean not nearly, but I had to give it a shot. Thank you so much to all of our full stop supporters for making this show possible. And we are thrilled to be coming back at you in a week with Cabaret. In the meantime, listen to our review this Friday on the Devil Wars product dose. Episode six, the Devil Wars product two still wearing Prada. Can't wait. We're really excited to talk about that movie. Yes. Thanks, guys. Bye. Bye. MUSIC To support What Went Wrong and gain access to bonus episodes, subscribe on Patreon, Apple, or Spotify for $5 a month. Patreon subscriptions also come with an ad-free RSS feed. You can also visit our website, whatwentwrongpod.com for more info. What Went Wrong is a sad boom podcast presented by Lizzie Bassett and Chris Winterbauer. Post production and music by David Bowman. This episode was researched by Jesse Winterbauer and edited by Karen Krupp-Saw.