The Empire Strikes Back Irvin Kershner, George Lucas

Development

Following the unexpected financial success and cultural impact of Star Wars (1977), a sequel was swiftly put into production.[f] In case Star Wars had failed, creator George Lucas had contracted Alan Dean Foster to write a low-budget sequel (later released as the novel Splinter of the Mind's Eye).[35][36] Once the success of Star Wars was evident, Lucas was reluctant to direct the sequel because of the stress of making the first film and its impact on his health.[17][37][38] The popularity of Star Wars brought Lucas wealth, fame and positive attention from the public, but it also brought negative attention in the form of threats and many requests for financial backing.[31]

Conscious that the sequel needed to exceed the original's scope—making it a bigger production—and that his production effects company Lucasfilm was relatively small and operating out of a makeshift office, Lucas considered selling the project to 20th Century-Fox in exchange for a profit percentage.[17][37][39] He had profited substantially from Star Wars and did not need to work, but was too invested in his creation to entrust it to others.[g] Lucas had concepts for the sequel but no solid structure.[35] He knew the story would be darker, would explore more mature themes and relationships, and would continue to explore the nature of the Force.[17] Lucas intended to fund the production independently, using his $12 million profit from Star Wars to relocate and expand his special effects company Industrial Light & Magic (ILM) and establish his Skywalker movie ranch in Marin County, California, with the remainder as collateral for a loan from Bank of America for the film's $8 million budget.[h]

Fox had the right of first negotiation and refusal to participate in any potential sequel. Negotiations began in mid-1977 between the studio and Lucas's representatives. Fox had already given Lucas controlling interest in the series' merchandising and sequels because it had thought Star Wars would be worthless.[40] Terms were agreed quickly for the sequel compared to the original, in part because Fox executive Alan Ladd Jr. had been supportive of the original and was eager for the sequel.[44] The 100-page contract was signed on September 21, 1977, dictating that Fox would distribute the film but have no creative input, in exchange for 50% of the gross profits on the first $20 million earned, with the percentage increasing to 77.5% in the producers' favor if it exceeded $100 million. Filming had to begin by January 1979 for release on May 1, 1980.[41][45] The deal offered the possibility of significant financial gain for Lucas, but he risked financial ruin if the sequel failed.[17][46]

To mitigate some of the risk, Lucas founded The Chapter II Company to control the film's development and absorb its liabilities.[47] He signed a contract between the company and Lucasfilm, granting himself 5% of the box office gross profits.[48] He also founded Black Falcon to license Star Wars merchandising rights, using the income to subsidize his ongoing projects.[49] Development for the sequel began in August 1977, under the title Star Wars Chapter II.[50]

Lucas considered replacing producer Gary Kurtz with Howard Kazanjian because Kurtz had not fulfilled his role and left problems unresolved while filming Star Wars. Kurtz convinced him otherwise by trading on his longtime loyalty to Lucas and knowledge of the Star Wars property.[51] Lucas took an executive producer role, enabling him to focus on his businesses and the development of Raiders of the Lost Ark (1981).[17][41][52] By late 1977, Kurtz began hiring key crew members, including production designer Norman Reynolds, consultant John Barry, makeup artist Stuart Freeborn, and first assistant director David Tomblin.[17][53] Lucas rehired artists Ralph McQuarrie and Joe Johnston to maintain visual consistency with Star Wars, and the three began conceptualizing the Hoth battle in December.[54] By this point, the budget had increased to $10 million.[55] Lucas wanted a director who would support the material and accept that he was ultimately in charge.[17] He considered around 100 directors, including Alan Parker and John Badham, before hiring his old acquaintance Irvin Kershner in February 1978.[17][56] Kershner was reluctant to direct the sequel to a film as successful as Star Wars, and his friends warned him against taking the job, believing he would be blamed if it failed.[17][57] Lucas convinced Kershner it was not so much a sequel as a chapter in a larger story; he also promised him he could make the film his own way.[57]

Writing

Lucas began formulating ideas in August 1977. These included the Emperor, Luke's lost sister, and an explanation of facial injuries Hamill had suffered from an accident after filming Star Wars (Lucas told Hamill that, had he died, his character would have been replaced, not recast).[58] Hamill recounted being told the sister character might be Leia, which he found disappointing.[59] Lucas had written Star Wars but did not enjoy developing lore for an original universe.[60] Science-fiction writer Leigh Brackett, whom Lucas met through a friend, excelled in quick-paced dialogue. He hired her for $50,000, aware that she had cancer.[i]

Between November 28 and December 2, 1977, Lucas and Brackett held a story conference.[35][62] Lucas had core ideas in mind but wanted Brackett to piece them together.[17][60] He envisioned one central plot complemented by three main subplots, set across 60 scenes, 100 script pages, and a two-hour runtime.[63] They formed a general outline and ideas that included the Wookiee homeworld, new alien species, the Galactic Emperor, a gambler from Han's past, water and city planets, Luke's lost twin sister, and a diminutive, froglike creature, Minch Yoda.[35][64][65] Lucas drew on influences including The Thing from Another World (1951), the novel Dune (1965), and the television series Flash Gordon (1954).[66] Around this time, Kurtz conceived the title The Empire Strikes Back.[j] He said they avoided calling it Star Wars II because films with "II" in their titles were seen as inferior.[41]

Brackett completed her first draft in February 1978, titled Star Wars sequel, from the adventures of Luke Skywalker.[57][61][68] The draft contained a city in the clouds, a chase through an asteroid belt, a greater focus on the love triangle between Luke, Han, and Leia (who is portrayed as a damsel in distress), the battle of Hoth and a climactic duel between Luke and Darth Vader. The ghosts of his father and Obi-Wan visit Luke, leaving Vader a separate character. The draft reveals Luke has a sister (not Leia), Han goes on a mission to recruit his powerful stepfather, and Lando is a clone from the Clone Wars.[35] Lucas made detailed notes and attempted to contact Brackett, but she had been hospitalized, and died of cancer a few weeks later, on March 18.[17][69][70]

Rewrite

The strict schedule left Lucas no choice but to write the second draft himself.[17][61][70] Though Brackett's draft followed Lucas's outline, he found she had portrayed the characters differently than he intended.[71] Lucas completed his handwritten, 121-page draft on April 1. He found the process more enjoyable than on Star Wars because he was familiar with the universe, but struggled to write a satisfying conclusion, leaving it open for a third film.[72] This draft established Luke's sister as a new character undertaking a similar journey,[73] Vader's castle and his fear of the emperor,[74] distinct power levels in controlling the Force,[75] Yoda's unconventional speech pattern,[76] and bounty hunters, including Boba Fett. Lucas wrote Fett like the Man with No Name, combining him with an abandoned idea for a Super Stormtrooper.[77] Lucas's handwritten draft included mention of Vader being Luke's father, but the typed script omitted this revelation. Despite contradictory information in drafts that included the ghost of Luke's father, Lucas said he had always intended for Vader to be Luke's father and omitted it from scripts to avoid leaks.[17][78] Lucas included elements such as Han's debt to Jabba, and recontextualized Luke leaving Dagobah to rescue his friends: in Brackett's draft, Obi-Wan instructs Luke to leave; Lucas had Luke choose to do so. He also removed a scene of Luke massacring stormtroopers to convey him falling to the dark side, wanting to instead explore this in the next film.[70] Lucas believed it was important the characters be inspirational and appropriate for children.[79] His typed draft is titled Star Wars: Episode V The Empire Strikes Back.[76]

In June 1978, impressed with his work on Raiders of the Lost Ark, Lucas hired Lawrence Kasdan to refine the draft; Kasdan was paid $60,000.[17][61][80] In early July, Kasdan, Kershner and Lucas held a story conference to discuss Lucas's draft.[48][61] The group collaborated on ideas, challenging Lucas when his made no sense; Lucas embraced their ideas.[17][81] Mandated to deliver a fifth of the script every other week, Kasdan began his rewrite, focusing on developing character relationships and psychologies; he completed the third draft by early August.[82] This version refined Minch Yoda—alternately named "the Critter", Minch, Buffy, and simply Yoda—from a slimy creature to a small blue one; each version retained the character's long life and wisdom.[17][35] Yoda was intended to teach Luke to respect everyone and not judge by appearances, and defy audience expectations.[17] The draft tightened or expanded dialogue to better pace action scenes, added more romance, and added or changed locations, such as moving a Vader scene from a spaceship deck to his private cubicle.[83] Lucas removed a line mentioning Lando deliberately abandoning his people, and had Luke contact Leia through the Force instead of Obi-Wan's ghost.[84] The fourth draft—mostly the same but with more detailed action—was submitted on October 24.[85]

Although some of Brackett's ideas remained, such as Luke's Dagobah training, her dialogue and characterization were removed.[35][86] Kasdan described her take as from "a different era", lacking the necessary tone.[71] Kazanjian did not believe the Writers Guild of America West would approve of her receiving credit, but Lucas liked Brackett and supported her credit as co-writer. He also provided for her family beyond her contracted pay.[86][35] The fifth draft was completed in February 1979. It revised some scenes and introduced a "Hogmen" species devised by Kershner; Lucas did not like the idea because he perceived them as slaves.[87]

Casting

Mark Hamill (Luke), Carrie Fisher (Leia), Harrison Ford (Han), Peter Mayhew (Chewbacca), and Kenny Baker (R2-D2) all reprised their Star Wars roles.[41][88] Hamill and Fisher were contracted for a second, third, and fourth film, but Ford had declined similar terms because of earlier bad experiences; he agreed to return because he wanted to improve on his Star Wars performance.[89] Hamill spent four months bodybuilding and learning karate, fencing, and kendo to prepare for his stunts.[87]

David Prowse hesitated to return as Darth Vader because, as he was hidden behind a costume, he believed the role offered little job security; he returned after being told further delays would lead to his being replaced.[90] James Earl Jones returned to voice Vader but, as with Star Wars, declined a credit because he considered himself "special effects" to Prowse's physical performance. He earned $15,000 for half a day's work, plus a small percentage of the profits.[91][92] Anthony Daniels was reluctant to return as C-3PO because he had received little acknowledgment for his previous performance, as the filmmakers played down his involvement to portray the droid as a real being. He ultimately agreed, however, for an improved salary.[93] Alec Guinness said he could not return as Obi-Wan because his failing eyesight required him to avoid bright lights.[56] Recasting him was considered but, determined to recruit him, Lucas agreed to a deal in late August 1979 which gave him a more limited role. Guinness was paid 0.25% of Empire's box office gross for his few hours of work.[94]

Billy Dee Williams was cast as Lando Calrissian, making him the first black actor with a starring role in the series.[88][95] He found the character interesting because of his cape and Armenian surname; Williams believed this gave him room to develop the character. Williams said Lando was much like himself—a "pretty cool guy".[10] He believed it was a token role, but was assured it was not specifically written for a black actor.[96] Kershner said Williams had the fantastic charm of a "Mississippi riverboat hustler".[96] Howard Rollins, Terry Alexander, Robert Christian, Thurman Scott, and Yaphet Kotto were also considered for the part.[85][97] Yoda was voiced and puppeteered by Frank Oz, with assistance from Kathryn Mullen, David Barclay, and Wendy Froud.[98] Lucas had intended for a different actor to provide Yoda's voice, but decided it would be too difficult to cast someone who could match their voice to Oz's puppetry.[27]

Jeremy Bulloch did not audition for Boba Fett; he was hired because the costume fit him. It was uncomfortable and top-heavy, making it difficult to maintain his balance, and the mask often steamed up. Bulloch assumed his lines would be dubbed over, as he had little dialogue (Fett's voice actor, Jason Wingreen, remained uncredited until 2000).[99] Bulloch also appears as an Imperial officer who restrains Leia on Bespin. No other cast member was available for this role, so Kurtz had him quickly change out of the Fett costume to stand in. John Morton portrays Fett in the same scene.[k] There was no extensive casting for the Emperor. Lucas chose Clive Revill to provide the character's voice, and actress Marjorie Eaton physically portrayed the Emperor in test footage. The footage proved unsatisfactory, and special effects artist Rick Baker created a full mask that his wife Elaine wore. Chimpanzee eyes were superimposed over her face; cat eyes and assistant accountant Laura Crockett's eyes were also considered.[26][27][59]

Pre-production

Pre-production began in early 1978. Although Kershner wanted two years, this phase only lasted a year.[100] Seeking an area to represent the ice planet Hoth, location scouts considered Finland, Sweden, and the Arctic Circle. The location needed to be free of trees and near populated areas for amenities.[101] Kershner credited a Fox distribution employee with recommending Finse, Norway; Kurtz said it was Reynolds who had done so.[101] For the bog planet Dagobah, scouts looked at Central Africa, Kenya, and Scandinavia, but Lucas wanted to avoid shooting on location. He funded the construction of a "Star Wars stage" at Elstree Studios, London, for the Dagobah and rebel base sets. Construction for the stage—which measured 1,250,000 cubic feet (35,000 m3) and cost $2 million—began at the end of August.[41][102] Sets were the single biggest expense of the production, costing a total of $3.5 million. By December, the budget had increased to $21.5 million, more than double the original estimate.[103] Financial projections for The Chapter II Company suggested it would run a monthly deficit of $5–25 million by the end of 1979, including over $2 million in production costs and $400,000 to fund ILM.[85]

As the start of filming in January 1979 loomed, a fire on Elstree's Stage 3—where The Shining (1980) was being filmed—destroyed the space planned for Empire's sets.[65][104] The impact was significant, resulting in the Empire production being forced to give up two stages so The Shining could continue filming. Sixty-four sets had to be moved through nine stages and the filming schedule had to be altered. Poor weather delayed construction of necessary sets, props, and the Star Wars stage.[104] By February 25, the Finse location crew had arrived in Norway to receive flown-in equipment containers and begin digging trenches for battle scenes.[105]

Music

The musical score for The Empire Strikes Back was composed and conducted by John Williams and performed by the London Symphony Orchestra, at a cost of about $250,000.[106] Williams began planning the score in November 1979, estimating the film would require 107 minutes of music.[107] For two weeks across 18 three-hour sessions just after Christmas, Williams recorded the score at Anvil Studios and Abbey Road Studios, London.[108] Up to 104 musicians were involved at a time, playing such instruments as oboes, piccolos, pianos, and harps.[109]