WHAT WENT WRONG - Star Wars: Episode V - The Empire Strikes Back

Episode Date: May 4, 2026

How does George Lucas top the most successful film of all time? He outsources the writing and directing, finances it himself, and then wonders if it could've been as successful if it had just been a little bit worse! This week, Chris & Lizzie head to Hoth to watch Irvin Kershner's cameras freeze, Dagobah to bear witness to Frank Oz create our favorite little bog freak, and navigate the asteroid field of Han and Leia's all too meta verbal sparring! Hosted on Acast. See acast.com/privacy for more information.

Hello and welcome back to What Went Wrong, your favorite 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, with Chris, what's today's date? May the force be with you, Lizzie. And also with you. It is a day. 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 4th, 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. And we are also covering the Devil Wars Prada 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 upon watching or re-watching 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. Yeah. 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. And then 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 Leah's relationship as being like so high. you know, hot and like, ooh, and watching it again, I was like, my God. All it is is nagging and it's so

unpleasant and honestly, like, 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, 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 Tom Bombadillo in his way around that swamp. He's such a Muppet and I love a Muppet and boy, is he,

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 and that he double-crossed them. I don't think that's true in re-watching it. He kind of didn't have a choice and seemed like he always had a plan to get them out. But yeah, Billy D. Williams is great. Yeah, 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 Tonton 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 2, for example, which could totally stand alone. Sure. Or a temple of doom. Or Temple of Doom. Could be another example. Yeah. Yeah.

I mean, 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. 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. Verbaly 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 long-time cinematographers 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 Barry, who will discuss in this episode, and Yoda's, you know, Degobah, the Bog 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. this one, which is, so I watched this on Disney Plus, which means obviously I'm watching a... You're watching the special edition, the restored version. Right. Yeah. 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 futzed 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 fudst 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 Hoss 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 Marloni, Marjorie Eaton and voiced by Clive Revel. 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 childrenhood 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 Leah storyline in this one. It feels like bidirectional negging. 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.

Fair enough. 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. Okay. 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 would he had gone on or would go on to marry a friend of

Kerry Fisher's who also, like, 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, you know, she really presented herself as this knowing, experienced young woman. Right. But she was not. She had had one boyfriend. You know, 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 began the details, Star Wars, Episode 5, The Empire.

Strikes Back, is a 1980 science fiction adventure film or perhaps a space opera directed by Irvin Kirshner. The screenplay is credited to Lee Brackett and Lawrence Kasden with a story by credit attributed to George Lucas. It was, of course, executive produced by George Lucas under his Lucas film banner, and produced by Gary Kurtz, who also produced the first Star Wars film, retroactively named A New Hope. It stars Mark Hamill, Harrison Ford, Carrie Fisher, a new Billy D. Williams, as you mentioned. Also returning Anthony Daniels, David Prowse, 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, C3PO? Yes, yes. I am C3BL watching this. 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. He's a warrior.

He's very funny. He's a warrior. He's very charming. Anthony Danyl's 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'm glad you pointed that out because that must have been an inspiration for Predator Badlands. We were referring to C3P is partially repaired at the end of the film. And he is on. on Chewbacca's back much in the way that El Fanning is a predator in Predator Badlands. All right, 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 18, 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 got to say, Boba Fett, getting a lot of attention for a character who kind of 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. Basically, Crocodile Dundee. All right, 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, Lizzie, 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 got to 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 A 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 Marcia 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, Stephen 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? Very good guess. Lucas laid out the general idea, archaeology professor moonlighting as a treasure hunter, and the most important stipulation of Lucas's proposal is that Lucas doesn't want to direct this. He will produce it and Spielberg can direct it. Lucas had a really hard time directing a new hope. Meanwhile, Alan Ladd Jr., Laddie, president of Fox's film division,

is blowing up Lucas's hotel room phone. If you guys are unaware, Alan Ladd Jr. is the guy who basically got Fox to Greenlight, 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. 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'd 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 rapping 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 DePalma saying, nobody's going to understand this. You got to do a title crawl. Marsha's saying, why are we still on tattooing? 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. He builds an empire, takes on debt, it crumbles around him, he wins it back again. Coppola continuing to do this to this day. Yes. 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 made 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 sign 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 overtime 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, et cetera. 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.

Okay. Which I bet you Fox would want to be involved in if they're going to put in some of the budget. Yeah. 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. Three million dollars less than a new hope.

And I'm sure he's thinking, like, we made a lot of mistakes. We can, you know, do it better this time. Just remember that $8 million number. Yeah. Let's see how we're going to American graffiti hot rod drag style blow past that in about five minutes. So they agree 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, you know, 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 years 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. 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.

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 Dark and Return of 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, et cetera. 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 onto what superhero film that we covered Lizzie? Superman? Superman. The Salkind's 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 Barry. We've talked about him before. 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's friends hands him an old sci-fi novel and tells him, here's somebody who wrote the canteen 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. We spoke about her, I think, briefly. Briefly, when we were discussing one of the Star Wars films, Lee Brackett was a really prolific short storywriter 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. It takes place post-nuclear Holocaust.

The United States has been reduced to small towns of 1,000 people. people are 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, buildings 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 L.A. 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 Fockner 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? No. 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 this 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 away with dialogue and so begins her screenwriting career. She technically written on a couple movies before this. But Hawks brought her back in, you know, to co-write on Rio Bravo. She also did Hatari, Eldorado. And then she solo wrote The Long goodbye in 1979. Got it.

Another Philip Marlowe's story, the one with Elliot Gould. So Lucas puts two and two together, and he goes, you're that Lee bracket? 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, 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's 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 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 editiony. I would imagine, but it does look very good. It does look good. And also, he did 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 Ewox. 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 cheapy 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, you know, Darth Vader killing an imperial officer, multiple for their incompetence. I do like that running gag.

It's just running through the ranks. It's just so everyone's getting promoted and they don't want to be. Yeah. 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 Lee Brackett'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 Al and 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 Lee Brackett'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 khyber 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, Lucas 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, Lucas is a shameless pastiche artist. His references are many. Obviously, Dune.

And by virtue of Dune, Lawrence of Arabia, as you just inform. formed 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 Usala, the IMD-B logline reads, an explorer is sent on an expedition to the snowy Siberian wilderness and makes friends with a seasoned local hunter. Eh, 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 Leah 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, Nelleth. 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's idea for a frog-like character called The Critter,

who they eventually did not name Yoda, but called Minch. Minch! Munch! So, Brackett goes off to write at the top of 1978, and Lucas is calling it Chapter 2, The Empire Strikes Back. I think you mean Chapter 5. These aren't the droids you're looking for. Meanwhile, Chapter 1 was only getting bigger. By the end of 1977, a new hope has dethrone Jaws. It's the highest grossing movie of all time.

120 million versus 115. By the way, Stephen Spielberg took out an ad in variety, depicting R2D2 catching a shark with a fishing pool. And it said, congratulations to the canteen a crowd and all the forces of your imagination that made Star Wars so worthy of the throne. Oh. 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 Kasden. Lawrence Kasden. 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 Kasden'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 Kasden to write Indiana Smith. To be clear, Casson is being hired by the two most commercially successful directors in Hollywood history. Yeah, 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, even, you know, perhaps Francis Ford Coppola, for example, who was kind of a mentor. It would have been very different. It would have been, but of all the Star Wars films to direct, this is the most Coppola-ask in my opinion. Sure. Coppola was in the jungle, losing his mind. to 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. He was trying to reach Vader as, you know, Marlon Brando. Yeah. 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 a shaved head

when he pulls his helmet off. Look, I'm your father. Spielberg is committed to doing Indiana Smith. He's also running Amlin. So, Gary Kurtz considers John Battam, who had just directed Saturday Night Fever. which is great. And Alan Parker, this one makes a little more sense to me,

who just written and directed Bugsie 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 DePaulma, who was a friend of Spielbergs, 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 Kirchner said no. Now, Irvin Kirsner was the farthest thing from a young cynical director. He was in his mid-50s 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 Kirshner 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. to that in a moment. But Gary Kurtz knew that Irvin Kirchner was very dedicated to his characters. Here's the Kurtz quote. His work shows 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. Kirsner had also directed some action and his most recent movie, Eyes of Laura Mars, had a sci-fire, 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 like the late 80s, for example. It's got a really fun kind of bonkers-gonzo Faye Dunaway 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 why I watched it

last night is I definitely felt like Kirshner 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 Kershner 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, Kersner 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 Kershner 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. What's he? 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 shirt in this. Fox is financing this piece of junk. Oh, 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 Kirchner finally gets it. So Lucas says, Kersh, will you direct a 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 Kersner passes. And his agent yells at him. Yeah, I bet. And then Lucas invites him to. to his house and he tries to sweeten the deal. He says, no, no, no, look at this. 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 Krischer says, no, you're making worse. Yeah, even more, no. So finally, they go out to lunch and they get to the heart of the matter. And Kirshner 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 Kirshner'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 Barbara?

Yes. And it's good. I liked it. I thought it was really fun. Well, of course it's good. It's Barbara. 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 Kershner says, okay, that sounds pretty good. How much is he going to regret that? So by mid-February of 1978, they make an official offer to Kersner, 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 Kirshner? 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 Kirshner's job. So they get underway with 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 Kershner. 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 much the same. 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, you know, 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. You know, but generally speaking, Luke goes off to train with Minch or eventually Yoda as Han

and Leah escape into an asteroid field. And then eventually they meet Lando Kedar, not Lando Calriscene at the end. You know, 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 Leah stuff. Like, 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 still feels the case a little bit in the final result. A little bit. I think there's still some structural problems

that they never fully figured out, you know what I mean, that were 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 Brackett's 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 Leah.

It does not feel contemporary. And we'll get into Kasden and another contributor who maybe made some changes. So eventually, Lucas calls Brackett to talk about the script. And that's when he learns that Lee Brackett's 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 Marcia. But for Lucas, it wasn't terrible. Did it, or was Marcia enjoying the margs on the beach in Mexico by herself? Unclear.

The second draft is dated April 1st. This is technically five weeks after Brackett's draft was delivered. It's 121 handwritten pages. And it's now titled, Episode 2, The Empire Strikes Back. And let's talk about the big changes. So in Brackett'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 Brackett'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. You can go watch it. It's incredible. And actually, if you want to learn more about that, the podcast that I produced when I was at Wondry, 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 Brackett. It seems like it's just as plausible that this was a new idea because it solves a redundancy issue. In Brackett's draft, Obi-1 Kenobi and Luke's father, just named Father Skywalker, basically, appear to Luke as Forst Ghosts when he's on the unnamed Daigobah 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 Brackett'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 psychologist 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. Oh. I thought Darth Vader was just messing with him in that moment. I didn't think it was true. I just 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 Kirchner, and he removed the reveal from the draft sent to Alan Ladd Jr. at Fox. It just said, Obi-1 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, Kasten 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 Brackett has died. I want you to write Empire Strikes Back. And Casson 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. Kasten is completely overwhelmed. And Lucas says, don't worry. Don't worry. Stephen Spielberg's busy with 1941. Just focus on Empire. So Kazin sits down with Lucas and Kirshner. to read Lucas' second draft.

And Kazden was less than impressed. She 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.

Kambay Shimada, the main one. Yes, of course. The main guy. And Kazden, 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 Kirchner 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 Kasten, 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 just learned to take it as an inverse 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, Kastin 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. 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, Kazden 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. Construction's 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 Nyes 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 won 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 Nyes. 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'd designed the Millennium Falcon. He would become an 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 Johnson were Ralph McCorrey, who would play a huge role in designing Yoda, and Dennis Murren, who would co-lead the special effects team with Dykstra's replacement, Brian Johnson. So McCoy 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 he 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 Fraud'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 Kershner 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 coded, even in his final form. Well, let's talk about Lord of the Rings. Lizzie, would you like to see him in his more nomic or lepraconal state, as I'll call it? Sure.

All right. Does he have a little hat with a belt buckle on it? Mm-hmm. 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 and a costume. No. 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 Henson. Don't call him the Muppet Man. Working hard to make that a hit. So

Jim Henson and George Lucas had met at Elstree when Henson was taping the Muppet Show. And George Lucas says, can you make Yoda more cross-eyed? And Jim Henson said, yes. Well, Jim Henson 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 Stewart 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 of Space Odyssey, the dogs and 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 Midner, who we talked about on Labyrinth. Okay. And Kathy Mullen, who worked for Henson. Wendy Midner married Brian Fraud, Lizzie, if you remember, concept artist. Got it, yes. And produced the baby that is abused for most of Labyrinth. That's right. So Midner 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 U.S. 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, wow. Okay. That's 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 sole 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. So it's possible that they did a first pass that looked roughly like this and then it took three months to finalize it. According to Maley, he actually at one point jokingly suggested to the production supervisor that they should just paint Stu green and give him a pair of pointy ears. It's entirely possible that Stu overheard that. We can't be sure.

But regardless of the timeline, once the model was made, they got work 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 Midner, 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 ATAT, as I call them, or the at-at, as some people in Fistong calling them, the big walkers, the four-legged walkers. course. At the beginning, Joe Johnston really was key in designing these, and he pulled it from Sid Meade's incredible concept art from this old U.S. 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. Yeah, totally. And then for the Tontans, 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-A-Ts and they filmed a horse for reference on the Tantons. And then they, of course, use a mechanical Tantan in the close-up shots. Right. The AT-A-Ts, I think, look amazing. They're amazing. The T-Ton is slightly less successful, but still very fun. I 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.

Now, 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, okay. So he was in a car accident. He had reconstructive surgery. I do think he looks noticeably different.

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 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 a little movie, Corvette Summer, and he'd 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 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. It's 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 Roos, 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 suggests Ford to his filmmaker friends, they'd say,

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 C3Pio, was feeling really slighted after the first film. You know, folks had insisted that C3Pio was entirely mechanical and he was not landing, you know, the roles that he wanted to.

David Prows, 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 Prows get sole credit for portraying Vader, saying that his 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 Prous' 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?

Lando Calrissian. Lando Calarician. Billy D. Williams. Hans, old buddy, old pal. Now, some people had it 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 D. 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's friends, Hal Barwood, and Matthew Robbins. Now, in an interview with Jet Magazine, William says he jumped at the chance to play Lando Calrician, originally called Lando 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 Lando 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 D. Williams would have been a great Han solo as well. He totally fits the vibe. It seems like Lucasfilm marketing head, Sid Gannis said publicly, look, we're just looking

for a romantic hero. The race does not matter. And that was enough for Billy D. 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 at a 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 Elstreet Street, 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've been expected because Kubrick moved and then went a million years over schedule. And that's to be 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 Finse. 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 casting 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. Sometimes apparently Kershner 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 would 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 weighing seven layers of clothing the entire time. Yeah, you're wearing a diaper for sure. So Gary Kurt said,

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 Finze. 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 snowplow with a bottle of vodka to bring forward the rest of the way. Oh, man, I bet he was thrilled. He was thrilled.

So when they left Finze, 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's 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 ten 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 got to 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 Kershner are walking around like Darth Vader and gas mask. Great. Could you take that a great, please? No gas masks for the cast. Yeah, there are just a lot of issues with the props and, you know, mechanical issues, the mirror above the back to tank. That's where Luke is healing in the water tube. 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. 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 Kershner what to do. In fact, Kershner 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 Kershner 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 Kersner. 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 Kersner's vision. And the few times he didn't intervene between Kersner 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, Irvin Kershner 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 Barry, 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. Yeah.

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 Leah 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. Cazden wrote a ton of this, obviously, but I think she really knew her dynamic with Ford, especially since they'd had a romance. Yeah. And she really brought that to the relationship on screen. Hamill was also worn out, as you see in the movie, Lizzie, the role's much more physical than the first film. Yeah. And it sounds like he didn't get along very well with

Kirchner. Not that there was acrimony, but Hamill was frustrated that Kirchner changed his mind quite a bit. So before they know it, the production's 30 days behind schedule, they're five to six million dollars over budget, and Bank of America is refusing to lend them more money. And Lucas is terrified that'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 is. goes under. According to other sources, this happened later because they went again over budget later in the production. So you 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 Kershner 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 was 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 Kirshner and cinematographer Peter Sashitsky had said 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, to a day's work on stores too. It's still rubbishy stuff, but seeing what I owe to George Lucas, I hadn't a heart to refuse. He didn't like it. He's like, I'm so rich. Yeah. 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 in Yoda's mouth, his middle finger in his brow, his index finger in the upper palate, 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 to 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. 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, yeah, he was very used to doing Miss Piggy. Yeah. So he was not used to doing the more. subdued Yota. 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 Yota. 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 in Hawaii. Could you come out? I think we'd like to try your voice. And so I flew back and recorded Yoder. 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 Kersner 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 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. 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 Kushner 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 Kirshner 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 Kersner 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. Keep it. Oh, and by the way, Harrison Ford didn't purely improvise that on set.

My understanding is that he and Kirshner 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 Marshall 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 Kirshner'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 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 in who it speaks to.

So from the men under 10, or boys, as we'll call them. Yeah, what? 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.

Sometimes gross. 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 violent, 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's 16 to 20. It's one of the few sequels as good or better than the original. Female's 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 to the Jedi. Yep. 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 18, 1980, following a limited release on May 21, 1980, just a week after George Lucas' 36,

sixth 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 Calerisian 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 Prowse, 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 heights did. 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 Kirchner 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 rip-offs 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 charge 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's 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. I think you can see every dollar on screen. It 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 versus Kramer. Wow. Movie we need to cover. God, yeah, that did really well. A very popular movie. It became the third highest grossing film of all time behind Jaws and a New Hope. 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's focus on merchandising and aging the movie down a little bit for children, two things that I think Kurtz was not interested in. Yeah.

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, you know, put him in the hospital and stressed him out so much, it's like, I completely understand that. You know, 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, as 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, he didn't have it, yeah. Exactly. And this is not somebody who came from money, you know, 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 in 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 Kirchner. But it seems like, ultimately, he would, crossed that line himself. Yeah. He also didn't take a screenplay credit on the movie. Instead, he left it to Lee Brackett and Lawrence Kasden. 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 month, and just the first of many more Star Wars to come. And Lizzie, I have to ask you, What went right? This is hard. I think a lot went right here. I'm tempted to give it to Irvin Kershner, 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 Lando 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 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 those guys. So that's what went right for me. Well, then I will give mine to Urban Kirshner, 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. Yeah. 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. It's very funny. It's very funny. It's very funny. 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 50s 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. 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 Kirshner. 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 VICOM and Biennue, Vrecom.

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 Cabber. That's right. Yeah. So we will see you back for that. But in the meantime, if you like this podcast, there are a few ways that you can support us. You can leave us a rating on review on whatever podcatcher you're listening to this on. You can tell a friend or family member, hey, what went wrong? It's pretty good. We like it a whole bunch. They're going to talk about Poppossi next week. Or if you would like bonus episodes, you can subscribe on Apple or Spotify. And with that,

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