All language subtitles for Icons.Unearthed.S01E03.The.Empire.Strikes.1080p.AMZN.WEB-DL.DD+2.0.H.264-playWEB_track3_[eng]

[FILM CLICKING]

[MUSIC PLAYING]

NARRATOR: By the end of 1977,
George Lucas had made

arguably the most successful
film ever made.

It exceeded all
of our expectations.

Star Wars.

MARCIA: I was like, "Oh,

"now we're gonna make a sequel."

NARRATOR:
And as for 20th Century Fox,

they'd already signed
away ownership

of any sequels
to George.

As well as all global
merchandising rights.

They didn't think
there was going

to be any market for a sequel

and no value
in the merchandising.

NARRATOR: Whoops.

But even with his
film editor wife,

Marcia Lucas, by his side,

George Lucas wanted more.

With a tenacious drive
instilled in him by his father,

Lucas relentlessly pursued
a bigger idea.

He wanted to own everything
and he wanted his own studio.

NARRATOR:
Something few had even tried.

And I knew he could do it.

NARRATOR: But first
he'd have to find a way

to finance the most expensive
independent film to date.

-[LIGHTSABER WHIRRS]
-[VADER BREATHING DEEPLY]

[DRAMATIC MUSIC PLAYING]

George Lucas was hoping
to do more Star Wars films

if Star Wars was a hit.

At that time he
was expecting it to be

a modest success,
on the same level

as a typical Disney movie
of the time.

That was his hope for it.

NARRATOR:
Well now he had a new hope.

Having already
commissioned a potential

very low-budget sequel,

Splinter of the Mind's Eye,

was instead published
as a book in 1978.

And it was shelved
as a possible follow up,

because now, a low-budget
fog-filled sequel,

just wouldn't do.

There was a lot of feeling

that Star Wars was a fluke.

It just happened to be
right place right time

what everyone would say

and I think that really kind of

helped motivate George
to say, "Yeah?

"You think that was good?
Watch this."

NARRATOR While Star Wars
was finally gonna get

the big Hollywood sequel
it deserved,

George wasn't really interested
in making it in Hollywood.

In fact, he wasn't interested
in Hollywood at all.

And now he could
afford not to be.

[MORTON]
Star Wars is such
an amazing hit

that all of a sudden...

George can fund
his destiny.

[NARRATOR] And his destiny
led him right back

to where it all began

in Northern California.

[POLLOCK] Small-town
business man.

Profit and loss.

That was the American Business
aesthetic his father taught him,

and that's what he followed.

NARRATOR: But not to
his dad's stationary store.

George planned to build
his own empire.

MARCIA: Because of
the small business

that his father
had built from nothing,

George always said to me,
"I've got a company now.

"I have a company."

NARRATOR: And thus,
construction began

for what would become

George Lucas' Skywalker Ranch.

This is going to be
a filmmaker's,

sort of, retreat,

where people can come and write,

people can come and film.

It was gonna be
a community of film makers.

He also was going to be getting

several subsidiary
aspects of Lucasfilm

up and running.

NARRATOR: Such as
The Lucasfilm Graphics Group.

You've probably
never heard of it,

but you have heard
of what it became.

You probably also never heard

of the fledgling non-linear

video editing
software EditDroid.

But it would
eventually become...

Avid

which you probably still

have never heard of,

but just know that
almost every movie

you've ever seen
was edited on it,

not to mention the show
you're watching now.

TENUTO: So, he had kind of
a corporate responsibility,

at the same time
he had a responsibility

to making the sequel.

NARRATOR: Not even
a newly-minted George Lucas

could build his dream studio

and finance Empire Strikes Back
at the same time.

He needed help
so George bet the ranch.

He got a loan
for the budget of the film.

It was financed
through Bank of America.

MORTON: With the idea being
that if they didn't

make it back through the film
itself being successful,

George would have
to pay for it himself.

NARRATOR: In a vulnerable
financial position,

and with the disapproving voice
of his father

echoing through the valleys
of Marin County...

POLLOCK: [ECHOING]
Own your own business.

Back it up
with your own money.

NARRATOR:
George forged ahead.

But not to worry
because the odds...

Never tell me
the odds.

NARRATOR: ...were probably
in George's favor.

Every bank will give
him that loan.

That's unprecedented
in Hollywood history.

The guy has this much leverage.

NARRATOR:
And he was about to have

a lot more leverage
and money.

The deal with
Empire Strikes Back

is that Lucas gets 77.5%

after the film makes
a $100 million.

Fox gets 22.5%.

But Lucas owns it and has
final say on the edit of it.

In essence,
20th Century Fox gets to put

its logo in front of it,
gets to distribute it,

-and gets a piece of it.
NARRATOR: Speaking of pieces,

the time had come to work out
the next bit of the story,

but by all accounts
there should be
no problem there.

Well, at least
by old George's account.

The story that is told
by George,

sometimes by other people,

is that he wrote

this whole thing out,

and then cut it up into pieces,

and filmed one piece

that was Star Wars.
And then when it was a hit,

he could now film
the other pieces.

That's not really true.

That's impossible!

I'm not sure that I ever...

truly bought in
that there were nine.

I think he had
ideas in his head

about cloud planets
and who knows what.

Well, when I was his wife,
I never knew

there were nine stories,
right?

I never knew
there were two stories.

NARRATOR: Well,
there was only one solution.

Leigh Brackett
was hired by George

to do Empire Strikes Back.

Famously she wrote a lot
of Howard Hawks' pictures.

She was responsible
for Rio Bravo.

That was a good one!

MORTON: She was also
a science fiction novelist.

And he charted for her
where he wanted the story to go.

One of the things was that
he wanted there to be

a Gone with the Wind style
romance triangle

between
Luke, Han, and Leia,

and that Luke should lose,

For obvious reasons.

She went off
and wrote the screenplay,

came back and turned it in,

and died a few days later.

And George
did not like the draft.

NARRATOR: George may not have
had a fully fleshed out story

or a script writer,

but he did have
his trusted team.

George was disappointed in
Gary Kurtz on the first picture.

POLLOCK: But Kurtz had worked
so hard onStar Wars.

Lucas felt obligated
to put him on the sequel.

KURTZ: I like to consider them
different adventures

rather than direct sequels.

NARRATOR: Up next,

his exceptionally talented

editor wife, Marcia Lucas,

who after almost...

single-handedly saving
the first Star Wars...

I was ready to call it a day
with my editing career...

-NARRATOR: ...was retiring.
-MARCIA: By the time
we got around

to making Empire Strikes Back,

we had adopted a baby.

Once I had a baby at home,

I knew I couldn't...

be in a cutting room
seven days a week,

you know, 12 hours a day.

NARRATOR:
But that was fine...

'cause George still trusted
his other baby

with editor Paul Hirsch.

After all, he'd been a part
of the editing team

that took A New Hope
to the Oscars.

But most importantly,
George would have John Dykstra

and his team of wizards at ILM,

who'd revolutionized
visual effects

with their work onA New Hope.

We had a really good time

working on that movie.

EDLUND: We all loved
each other as

brothers and sisters.

NARRATOR: But like
all heads of families,

John Dykstra had to put
food on the table.

I got approached
by Glen Larson at Universal

who wanted to make a TV show

with space ships in it.

Turbos, full forward thrust now.

[WHIRRING]

NARRATOR: Yes, Glen Larson.

Also known to some
by another name.

The Prince of Plagiarism.

I mean, it was obvious
that Glen Larson was stealing

as much as he could
from Star Wars.

-MAN 1: The Base Star.
-MAN 2: Yes!

[ZOOMING]

[ZAPPING]

NARRATOR:
And it wasn't just ideas

Glen Larson was stealing.

There wasn't
anything else happening

and they were offering
me quite a sweet deal,

so I went, "Sure."

NARRATOR: Creating
a new company called Apogee,

John Dykstra and his team

took their industrial light
and magic elsewhere...

albeit, in exactly
the same building.

So he rented all of
the equipment from George

so the ILM facility
out in Van Nuys

became Apogee.

We went forward to do

Battlestar Galactica

with pretty much
the same group of people.

NARRATOR:
With one glaring exception.

And I think... that George

objected to
the technical execution.

TENUTO: I think there was
a question of who owned what.

Who owned these ideas

and who owned
the special effects processes.

George got mad and Fox got mad

and they put a lawsuit in.

NARRATOR: But legal battles
over intellectual property

were trivial skirmishes

compared to the fight between

George and his
special effects chief at ILM.

George and my managerial style

weren't compatible.

I ran that shop, right?
People answered to me.

I'm sure his biggest complaint
was that he couldn't go out

on the stage
and call the shots.

NARRATOR: But now George
was calling the shots

and Dykstra was out.

Which actually suited
him just fine.

I didn't wanna move to Marin.

NARRATOR: Bereft of his
special effects tsar

and his best editor,

George could at least rely

on his own directorial skills,

but there was one problem.

He just didn't really
like directing movies.

You can go
on Steven Spielberg's set,

he's loving what he's doing.

You go on George's set,

George is...

So, whenStar Wars
was such a hit

and we had all this money,

he said, "I'm not gonna
direct any more movies."

And cut. Cut it.

I mean, he liked
the film making.

He probably liked being at ILM
a lot better than he liked

being on a set
in Tunisia or in London.

NARRATOR: But if George Lucas
wasn't directing

a Star Wars movie,

who would dare fill
the director's seat?

Tough act to follow.

[MUSIC PLAYING]

NARRATOR:
With a screenplay in flux,

and a visual effects supervisor
out of the picture,

cameras were no where
near ready to roll

onThe Empire Strikes Back.

But with George Lucas
stepping back to focus on

his burgeoning business empire,

the biggest question was,

who would fill
the director's chair?

DUNHAM: Problem comes from
the guy who gets hired

to do the sequel knowing that
it's George's baby.

You're gonna have to deal
with somebody over your shoulder

because not only
is he the creator of it,

he's also the bank,

and he...

is the only guy who knows how

the post-production side
of things go.

So, George and the director

had to come to an understanding.

This is the way
it was going to be.

NARRATOR: Luckily,
George already had

somewhat of
a pre-existing understanding

with director Irvin Kershner.

Kershner had been a teacher
on and off at USC.

Gary had taken his class
and George had taken his class.

NARRATOR: A shared experience
that lent added weight

to the input of Lucas'
fellow alumnus.

And producing partner.

Kurtz was very influential
in picking Kershner.

NARRATOR:
But that's not to say that

the director's work
didn't speak for itself.

Kershner had already directed

a successful sequel called

The Return of
a Man Called Horse.

For Lucas, the important thing
was that Kershner

knew how to do
character pieces,

but Kershner was thinking,

"I don't wanna do
a sequel to Star Wars"

Because a sequel
can only be a sequel.

It can't be
anything but reiteration.

And George told him that
this was gonna be different.

That this wasn't
going to be some kind of

"blow up the Death Star,
have a celebration,

"feel good film."
It was gonna be

the middle chapter
in the story.

It was gonna be darker.
It wasn't gonna

resolve everything
nicely in a bow.

It was gonna be
a character film

and that Lucas
really needed Kershner.

MARCIA: Irvin was
a salt of the earth.

He's, sort of,
great-grandpa,

but you never know
when you meet older directors

who have had lifetime careers,

what they're gonna be like.

NARRATOR: Well,
we'll find out soon enough.

But first...

There were still
unresolved matters

that required Lucas' attention.

Like John Dykstra's
vacated position at ILM.

I wasn't invited.
Let's be clear.

NARRATOR: It was clear
that Dykstra's

would be big shoes to fill.

The guy who really helped
get that all together

for the first film
and is responsible

for a big part of the success...

wasn't there.

NARRATOR:
But Richard Edlund was there

and he was about
to find himself

at a crossroads.

I'm pretty sure
I'm gonna get a phone call

to do Empire
and I would be an idiot

to not take that call.

So basically Richard Edlund

takes Dykstra's role which is

he's the supervisor
of the effects.

John had this great talent.

He really knew how
to put a team together.

NARRATOR:
With the torch being passed

from Dykstra
to Richard Edlund,

it was now up to him
to put a team together.

And along with a young,
gifted stop-motion animator

named Phil Tippett...

I was not... prepared...

technically...

to do the job
that was required.

NARRATOR:
ILM would forge ahead

using the Dykstraflex
without the Dykstra.

It'll always be
the Dykstraflex to me.

NARRATOR: All that's left
is the messy business

of that script.

And in order to sort it out,

George would need to whip up

-a new screen writer.
-[WHIPS CRACKS]

Luckily, Indiana Jones
was there to save the day.

[CROWD CLAMORING]

MORTON: Steven Spielberg
nominated Lawrence Kasdan

to write the script
for Raiders of the Lost Ark,

and George so liked
the script forRaiders

that he asked Lawrence to work
on the script for Empire.

So, Lawrence Kasdan wrote,

the final drafts of it

with Lucas' input.

NARRATOR: But the script
was still missing something.

A twist.

A hook that would
shock the world.

-I am your...
-[RECORD SLOWS AND STOPS]

In that version of the script,
Vader is not Luke's father.

[SCREAMS] No!

NARRATOR: But after everything
George had been through...

MARCIA: George and his dad
clashed a lot.

It's about the hope
that there could be a resolution

to that incredibly
painful relationship.

NARRATOR: The solution
for Empire's script

seemed almost inevitable...

but not to George.

He had Willard
and Gloria Huyck.

They were good
social friends of ours.

They were co-writers
onAmerican Graffiti

and then they came and did
a dialogue polish

onStar Wars and they were
up in our kitchen

and George said,
"I got the sequel.

"Now I'm working on the sequel."

-And Willard laughed...
-[MAN CHUCKLES]

and said, "Well, you can always

"make Darth Vader
Luke's father."

I kid you not.

I kid you not!

NARRATOR: And, so, somewhere
between entree and dessert

one of the most shocking
moments in cinematic history

was served up to George Lucas.

MARCIA: That just
struck a note with George.

I don't know that Willard
even remembers saying that,

but I remember it.

NARRATOR: And while
locking in everything

behind the camera
had proven challenging,

that wouldn't be the case
with those in front of it.

In fact, by now they'd all
surely been signed

for the entire trilogy...

right?

Well, Mark and Carrie

were locked in
for three pictures,

but they didn't lock
Harrison Ford in

for the third picture
way back in the beginning.

It wasn't that
George didn't want him...

NARRATOR: It was, well...

we'll get to that later.

But with Lucas staring down
the very real possibility

of having the saga's
signature scoundrel

for only one more film,

it begged the question...

Where do we go from here?

With Harrison Ford
not contracted for
the third film,

you need a character
that can fulfill that function.

-NARRATOR: C-3PO?
-I really don't see how that
is going to help.

-Lando Calrissian.
-NARRATOR: Right.
Lando. Lando.

I'm trying to reach
Lando Calrissian.

NARRATOR: So,
the brand-new role

required a brand-new actor.

My name is Billy Dee Williams

and I've spent 60 years
being a thespian

of some sorts.

I played Lando Calrissian.

I'm Lando Calrissian.

I'm the administrator
of this facility.

NARRATOR: But
Lando Calrissian isn't

just your average cape-wearing,
mustache-twirling,

gas mining city administrator.

I wanted to make him
bigger than life.

I thought doing
Lando Calrissian with a cape

and certainly the name.

NARRATOR: But there's another
reason why Lando Calrissian

is such a likable scoundrel.

You look absolutely beautiful.

[TENUTO] Lando is Han Solo,

if Han Solo had never
met the Rebels.

Han Solo is what's known
as a Rogue Hero.

These are characters
who start off bad...

I'm sorry.

And then somehow wind up
redeeming themselves

through the course of the story.

You know, he doesn't betray Han

'cause he wants
to betray Han...

This deal is getting worse
all the time.

He betrays Han
because he has to betray Han.

He has a city to protect,

and, so, it's very important

for the audience to see
an almost kind of

inverted mirror...

of who Han Solo is
through Lando.

NARRATOR: But this'll be
no mere reflection
of two handsome men.

Billy Dee Williams
held a mirror up to society.

WILLIAMS: I wanted him
to be devoid of all of

the usual cliches about...

being Black.

I think people tend to always

look at Black and White.

But to me he's
the full spectrum of colors.

NARRATOR: But in theStar Wars
house of mirrors

there existed a completely
different reflection

for another
very important character.

Stuart Freeborn gets
the inspiration for Yoda

when he looks in the mirror.

I think originally

he's, like, an elf character

and there's some point
where they're

trying all these
different things,

like, "Eh, that's not
quite right."

And then one day they walk in

and they all start laughing

because Stuart Freeborn
has basically sculpted

his own face as Yoda.

When you look at a picture
of Stuart Freeborn

and Yoda, you really see
the influence there.

NARRATOR: The legendary
British makeup designer

Stuart Freeborn's head
being the template,

the honor of bringing
this miniature master to life

fell upon famed muppeteer
Frank Oz.

[YODA CHUCKLES]

NARRATOR:
For the next new character...

there was a dark
and ominous challenge

that would need
a primitive solution.

[MONKEY SCREECHING]

NARRATOR:
The Empire Strikes Back was set

to introduce new heroes
and new villains...

but how do you top Darth Vader?

You have failed me
for the last time, Admiral.

NARRATOR: Not one to choke
under pressure,

Lucas called on Rick Baker.

BAKER: I was
originally called by George.

He told me he needed...

this emperor character,

and it was somebody

that Darth Vader
kneels down to.

And I went,
"Oh, how cool is that?"

NARRATOR: Rick's mind
went into overdrive

thinking of the possibilities

and apparently he included

overtime in his estimate.

I gave him the bid...

What is thy bidding, my master?

And he goes,
"That's too much money. No.",

and it's like, "Aw, man."

NARRATOR:
But while Rick Baker's bid

may have been too rich
for George's blood...

ILM was able to find
another solution

in...

-a lady's head...
-[DINGS]

-a man's voice...
-[DINGS]

and the eyes...

of a chimpanzee.

[SQUEAKS]

They got an...
an old woman to wear

black velvet in the eye sockets

and then they had
a real short loop

of a chimpanzee looking around.

They had to try to line up

the chimpanzee eyes
with the lady.

Why didn't you
have contact lenses?

NARRATOR:
A fair question,

but an even bigger question is,

What does
an old woman emperor

with monkey eyes sound like?

And it was Clive Revill's voice.

The son of Skywalker
must not become a Jedi.

They hadn't really thought
that it would be Clive Revill.

NARRATOR: Clive Revill
was renowned for his work

on the London stage,

but was completely unaware

of what was being filmed
on Lucas' soundstage.

If he'd seen what
he would've looked like

in that makeup he would've
changed his voice to match it.

Yes.

He would be a great asset.

NARRATOR: While Lucas
had intended
the Emperor to be

Star Wars' new big bad,

there was another piece
of Han Solo insurance.

A rocket-firing bounty hunter
that would sweep in

and steal
audience's imaginations.

Put Captain Solo
in the cargo hold.

TENUTO: Boba Fett's initially

a Ralph McQuarrie
Joe Johnston creation

that was meant to be a sort of

super storm trooper.

And Norman Reynolds,

the production designer
from England,

had brought
the white Boba Fett suit over.

-And here he is.
-DUNHAM: And he showed
it to George.

A new character.

DUNHAM: And George clearly saw

that it just looks
like another storm trooper.

[LASERS ZAPPING]

They kinda Clint Eastwoodized
him a little bit.

Putting a cape on him, spurs.

More like
a Western type of character.

-He's a survivor.
-NARRATOR: Indeed he is.

Back then, a certain
Jeremy Bulloch filled the suit.

He was Robert Watts, the line
producer's step brother.

NARRATOR: And he was also,
blink and you miss him...

this Imperial officer,
and that just leaves...

Surrender is a perfectly
acceptable alternative

in extreme circumstances.

The Empire may
[WINDING DOWN]

-be gracious enough...
-Thank you.

NARRATOR: Good 'ole reliable
Anthony Daniels

as C-3PO...

-[POWERS DOWN]
-[GROANS]

NARRATOR: After all
the ups and downs

of locking in cast and crew

it must've felt good for George

to have one less thing
to worry about.

I wasn't gonna do
Empire Strikes Back

because...
[SIGHS] Why would I?

NARRATOR: Well, it turns out...

all the accolades and success
of the first movie

didn't quite make it
to Anthony Daniels

through the golden sheen
of C-3PO's outer shell.

Everybody said,
"Did you make a lot of money

"out of Star Wars?"

Thank the maker.

I think I got £250 a week.

It just isn't fair.

There were aspects
of that that hurt

because other people
were given...

huge gifts.

NARRATOR: And even though
the character of C-3PO

was absolutely everywhere...

I wasn't allowed
to exist in publicity.

My name never appeared
and it was really weird.

I had been re-written
out of history.

Carrie and Mark and Harrison,
they're big stars,

whilst I sat at home
and read the press.

When Paul Newman was asked
"How do you feel about not

"ever getting an Oscar?"

He said, "Well, you know,
in a world where

"the biggest Hollywood stars
are a shark

"and a couple of robots,
who cares?"

Well, screw you.

Nobody worries
about upsetting a droid.

I wasn't even a bridesmaid.
I was kind of like,

you know,
I was at the wedding.

NARRATOR:
Ultimately, Anthony Daniels

did tie the knot...

-Excuse me, sir, might I...
-HAN: Yes, sir?

NARRATOR:
...and sign back on.

DANIELS:
Two things, really.

One was that it was a job...

And maybe...
the biggest one was that I had

become very fond of 3PO
at this point,

and really quite
protective of him.

NARRATOR: And, so,
with the cast of characters

finally in place,

George had everything lined up

just the way he wanted.

So his idea was,
"I'm gonna get the script.

"I'm gonna get
everything set up.

"I'm gonna hire the director."

He was gonna stay home
and supervise ILM.

NARRATOR: And after
a quick visit to set...

They start filming
The Empire Strikes Back

on March 5, 1979
in Finse, Norway.

NARRATOR:
George heads back to California

leaving proceedings
to director Irvin Kershner

and trusted producer,
Gary Kurtz.

Well, at least
somewhat trusted.

And then they almost immediately

started running into trouble.

They get hit by a storm.

[CHEWBACCA ROARS]

[GRUNTS]

Almost a parallel
to what happened

on the original
Star Wars film.

[GRUNTS]

This time,
it's a snow storm.

Eighteen inches of snow,

Twenty degrees below.

There are times when they
can't even leave the hotel.

There's a famous shot of Luke

making his way
through one of the storms.

The camera crew was inside
the lobby of the hotel

and he was literally coming up
the driveway of the hotel,

but it was all whited out.

-The weather's bad...
-[BLOWS]

And, it looks like,
another planet.

MORTON: So, you know,
they weren't getting

a lot of good footage.
They were stuck in the snow.

They went over a bit.

Cold makes problems
for everybody.

Um, so, yeah, it didn't
get off to a great start.

NARRATOR: With the ILM team
back in sunny California,

the weather was better, but...

that was about it.

Empirehad more shots
than Star Wars,

and the shots were a lot
more complicated,

than anything
in the original movie.

The technology had advanced
a little bit,

but we had the same
camera equipment

and the same ideas.

Yeah, right there.

Things were still
very, very crude.

I think we're in trouble.

NARRATOR: Without
the Dykstraflex's namesake,

they might well be
in very big trouble.

NARRATOR: Attempting even
more complicated

special effects sequences
than the original film,

without their
fearless leader John Dykstra,

the ILM team was flying through

their own snow storm.

The whole Hoth battle sequence
takes place

during the day
against snow.

-[ZOOMING]
-[LASERS ZAPPING]

The killer of visual effects
is white.

The more dark the better
'cause you can

hide all the matte lines.

Also, they're using

stop-motion animation
more elaborately

than any major feature film.

LOPEZ: When they were
animating,
they made a big

AT-AT Walker footprint.

It's not shot on screen,
but it's used

to make footprints in the snow.

NARRATOR: For Phil Tippet
the pressure was on

to make this stop-motion
look good.

We started putting
these shots together

and they really looked...

not so good.

The rider has to, like,
rock on the saddle

in relationship to whether
this guy's going up or down.

TIPPETT: I spent eight hours
a day for weeks and weeks
and weeks

just taking a mock
of the Tauntaun

or a mock up of the walker

and just trying to figure out

how things worked.

[ELEPHANT TRUMPETS]

TIPPETT I went out and did some

35mm film shots
of an elephant

and studied the frames
and started designing

what the footfall pattern
of the walkers would be.

And that was totally wrong.

And it took us
a number of weeks

to figure out

the thing is so huge
and so heavy,

it has to have
three points of contact

on the ground all the time.

It's not anything
like an animal.

[LASERS ZAPPING]

NARRATOR: Because of
the disastrous Norwegian shoot,

-Irvin Kershner
and Gary Kurtz had fallen...
-[MAN GRUNTS]

NARRATOR: Well, a little
behind schedule and budget,

but maybe they could
turn things around

once they were safe and warm
on the soundstages in the UK,

where the crew was experienced

and the exchange rate
was very good.

It was like a dollar

and a quarter a pound.

NARRATOR: And with
George Lucas' unwavering trust

Irvin Kershner got to work

directing the actors
on aStar Wars movie

for a change.

DANIELS: In the original you
have George,

who's taciturn...
[GRUNTS SOFTLY]

Just suppressed.
Subsumed by everything.

And now you have Kershner.

Yeah.

Well, you couldn't have found

a nicer man.

Very chatty and voluble guy.

Made a lot of jokes
and he had a funny cackle.

[YODA CHUCKLES]

Really charming man.

He's really good
with actors.

Suddenly there was a director.

He was actually
not just saying "Do it faster."

I don't know what he was on,
but it was like, "Wow!"

A crazy man.
"Yeah! It's terrific.

"Do it again!
Yeah! Love it!"

And he was absolutely clean
about what he wanted.

Kersh was a real director.

He shot it
in a deliberate fashion.

The shots were designed
for a particular purpose

and that's what you do
on movies like this.

Like, he would shoot
what he needed and then stop.

NARRATOR: Sometimes for
a little longer than planned.

At the end of one take
the engineer said,

"You know, it was really good.

"There's a weird noise
at the end.
We have to do it again."

The weird noise
was Kersh snoring on the floor.

How could you not love a man
who goes to sleep

during your performance?

GLOVER: We got to the sequence
when I'm in the AT-AT

And there was a line which I
simply couldn't remember.

I went 16 takes on it.

Much to my horror
and disgrace.

And I'm going to tell you now
what that line was.

"Target the main generator."

[LASERS ZAPPING]

That line
has haunted me ever since.

NARRATOR: But Julian Glover
wasn't the only actor

onThe Empire Strikes Back...

Prepare to target
the main generator.

NARRATOR: ...that had a great
personal struggle to overcome.

BAKER:
Anthony Daniels.

I played King Kong
so I had a suit made out

of bear hides that weighed
50 pounds and had

40 cables coming out
the back of my neck,

but we decided he had
the worst gig because

he was screwed into his outfit.

He can't sit down.

The hands in the original

were these useless chunks
of metal things on a glove.

So, for The Empirethey made
one piece plastic.

This put enormous pressure

on this part of my hand.
That wasn't fun.

Ouch! Pay attention
to what you're doing!

And the feet were made
in one piece plastic

and they had a shoelace
up the back strangely.

If you look carefully
you can see the shoelace
in some of the shots.

-[CHEWBACCA ROARS]
-Ow!

I think you win.
[LAUGHS]

NARRATOR: Some had
rather more serious issues

and they were affecting
the film in a much bigger way.

Carrie Fisher had
a pretty serious

drug and alcohol problem

and she was really in

the throes of it during Empire.

NARRATOR: To the point
where off screen problems

became onscreen ones.

The performance
that she was giving

and the look in dailies
wasn't working.

NARRATOR:
For the sake of the film
George needed to sort this out.

-No.
-NARRATOR: Oh, no, not George.

Irvin Kershner
needed to sort...

No! That's not it!

NARRATOR:
Well, then, Gary Kurtz?

-[CHEWBACCA ROARING]
-No! No! No!

George said, "Howard,
you better talk to her."

Well, that's real tough
for a guy like me to say,

"Clean up your act.
Get off drugs.
You look terrible."

NARRATOR: And so Howard
bravely gave it a... try.

Try not. Do... or do not.

NARRATOR:
And Howard did not.

KAZANJIAN: I went to Marcia
and I told her exactly

what George
had asked me to do.

She says, "I'll handle it."
She said, "Get the footage

"and put it
in the projection room."

And she sat
with Carrie Fisher alone.

I could hear her saying,
"You look like [BLEEP]."

NARRATOR: And after
this friendly exchange...

-[MAN LAUGHING]
-Very friendly.

NARRATOR
Carrie Fisher said...

-No, thanks.
-NARRATOR: Oh, no,

-actually she said...
-Yes.

And she cleaned up
her act right away,

and we went back and reshot.

NARRATOR: Reshoots were good
for Carrie Fisher's performance

but not at all
for the schedule and budget.

It was soon evident
thatThe Empire Strikes Back

-was in trouble.
-MORTON: It went...

very far over schedule,
very far over budget.

George was under
a lot of pressure on the film

because he was financing
the production himself

and Kershner was taking more
time to shoot than

had originally been scheduled.

We basically blew
the budget in day two.

NARRATOR: However, this
ex-director directed his ire

not at the new director,
Kershner,

but at Gary Kurtz.

MORTON: What Lucas felt

is that Kurtz should've been
saying no

to Kershner
much more than he did.

George was in California
most of the time

and Gary was
his representative on the set.

NARRATOR:
Now, as you remember

Kurtz was very influential
in picking Kershner.

NARRATOR: With the directing
visionary given free reign,

Kurtz would have to hope
for some nice, simple scenes

to get that unruly schedule
back on track.

Dagobah was built raised

so that they could reach up
with the Yoda puppet.

[SCOFFS]

A Jedi craves not these things.

Kersh had ideas for shooting
Yoda that were just not doable.

He wanted Yoda to be leaping
from here to there.

He had designed shots that were
just gonna take too long

at that point George's money
and patience were running out

and he said to Gary,

"Just tell him
to finish this week

or else I'm gonna
come over there

and stick the puppet
on the floor

and shoot all his lines
in close up."

NARRATOR: But instead of doing
the wise and Yoda-y thing,

Irvin Kershner and Gary Kurtz
weren't entirely

transparent
about their predicament.

NARRATOR:
George Lucas had invested
everything he had

and then some to create
The Empire Strikes Back
on his terms

The trouble was,

producer Gary Kurtz
was concealing

the truth from George.

and the truth was,
things weren't looking good.

Gary was not
reporting the figures.

I would say
to Charlie Weber...

the now president
of Lucasfilm,

"How we doing in London?"

"Well, they're one day behind...
but we're on budget."

And then a couple days later,
"How we doing, Charlie?"

"Oh, we're two days behind,
but we're on budget."

And then
we were three days behind.

And I said, "Charlie,
I broke that script down.

"I can tell you
that the budget was very tight.

"If they're three days behind,
they're not on budget."

And then four days behind.

Five days behind!
Six days behind.

Where's the money
coming from?

I think that Gary
got in over his head.

Now, I don't want
to tear Gary apart,

but George was forced
to use him on the second picture

and that's why he said
you'd be there.

You give your notes.

You tell me
how things are going.

[TELEPHONE RINGS]

And then a phone call came in
from London

and they needed
an additional $5 million.

That was 20% of the budget.

And Bank of America
was not happy.

NARRATOR:
Not happy in the slightest...

And it's the first and only time
I've ever heard

somebody tear into George Lucas.

And George said, "If the film
doesn't make money,

"I will work
the rest of my life
to pay you back."

And the bank said,

"That's real easy
for you to say."

NARRATOR: The bank
also said something

that was quite easy
for them to say...

They insisted it to be

paid back immediately

so they had to go

to a second bank

to get an all new loan

to pay off the first one

and finance the film.

So they secure a new loan

from the First National Bank
of Boston.

Bank of Boston said,
"We want Gary Kurtz off of it."

'Cause it was Gary
not reporting the numbers.

George said, "I'd like you
to consider Howard Kazanjian."

Now I'm sitting there
and I didn't know any of this,

and George said,

"You can check with anyone
in Hollywood."

And the bank said,

"We already have
and Howard can be the producer."

I hope you know
what you're doing.

So, I became
the quiet producer.

Flew to London
for the last three weeks.

Re-evaluated where they were,

when they were going to finish,

what it was gonna cost
to close down

and store all the props
and wardrobe, etc,

and came back
and re-did the budget.

Now I had to report to Charlie
every single day

that we're on budget
on our new budget,

and Charlie had to call the bank
every single day

and say, "We're okay.
We're okay. We're okay."

So the movie
never stops production,

but there were more fees,
the budget goes up.

This is all coming
out of George Lucas' pocket.

Because of that,

George never forgave Gary.

We had been scheduled
to shoot for 16 weeks

and Kersh shot for 29.

NARRATOR:
And, as a result of this...

We lost 13 weeks
out of the post schedule.

NARRATOR:
And so as editor Paul Hirsch
hurriedly began cutting,

it became apparent

that what had been
Kershner's liability,

for Paul was a godsend.

The good news is that because
the script was so good,

and Kersh shot it
in a deliberate fashion.

We were able to lock the picture

four weeks after the end
of principal photography.

NARRATOR: So, with the edit
in good shape,

that just left ILM

to complete their snow-covered
mountain of work.

The amount of work
that was sitting there waiting

to be done every day
when you showed up.

"Here's this movie.
Here's the release date.

"Everything has to be done
by then." It was huge.

EDLUND: So I said,
"Make everything as simple

"as you possibly can."

They didn't listen to that.

NARRATOR: The new ILM team
were struggling.

The group that formed
to do Star Wars

had great chemistry.

John put a team together

and the chemistry of this group
was fantastic.

NARRATOR: But now
the chemistry experiment

was blowing up
in their faces.

Let's say
we were all concerned.

The walker sequence alone
is taking in

a whole set of problems.

With the snow fields,
what we had to use for that

these awful microballoons

which were microscopic,
little, plastic beads.

When you see the big Walker,
which was about,

what, four-feet tall,
gets blown up

and it falls into the snow,

those are microballoons

'cause it has an amazing scale
when things hit it.

It just flies off
and it looks a lot bigger
than it really is.

Just don't breathe it.
[CHUCKLES]

NARRATOR:
Drowning in microballoons
and the workload,

the somewhat rudderless
ILM team

continued their
relentless push,

but whereas it was once
John Dykstra cracking the whip,

this time it was
the director...

Uh, oh, oh... not that one.

The director
that's not the director.

George is definitely
the man in charge.

He is directing our work,

He is the one looking at it
in dailies.

He is the one telling us
what we might wanna do

for the next bit of business.

NARRATOR: But that wasn't
the only business

George had on his mind,

'cause Lucasfilm, ILM,
and all of George's ambitions

relied on
The Empire Strikes Back

being finished,
and for that to happen,

well, George needed
to compromise.

RALSTON: I can do things that

maybe I don't have
to be so worried about

because I'm learning
with George.

He'll sit in dailies

always telling us,

"That looks great.
Don't worry about
that over there.

"No one's going to see that."

And started teaching us
really creative ways

to make it still work

and to move on
to the next thing.

NARRATOR:
With George steering the ship
in lieu of John Dykstra,

things seemed to be
progressing well,

but would ILM be able to dodge

all the challenges
heading their way?

LEIA: You're not actually going
into an asteroid field?

They'd be crazy to follow us,
wouldn't they?

[WHIRRING]

TIPPETT: Ken Ralston
worked with Joe Johnson

choreographing
all the asteroid flight.

[WHIRRING]

There was so many pieces
of the asteroid field to do.

He had to choreograph
the Millennium Falcon

and all the TIE ships
and everything

to give it a certain look
and flow.

Still with a very difficult
system to do that with.

It's far more dynamic
than the space ships

in the first Star Wars.

RALSTON: There were elements
of separate asteroids

the model shop had built.

NARRATOR:
But with George pushing them

to the finish line...

RALSTON: "Oh, now I know
this cut's only 30 frames long,

"hmm, well,
I can put a potato in a shot."

[DINGS]

All that flying around,
the blasting,

the exploding of the ship...

all this stuff
you had to coordinate

and make sense out of
and then shoot it

one little piece at a time.

[EXCLAIMS]

[SCREAMS]

NARRATOR:
Under immense pressure...

Towards the end
when we were all panicking
on Empire Strikes Back...

NARRATOR: the ILM team
made their final push.

George came back
from England where they had
recorded the score,

and he played,
in our screening room,
the asteroid field music...

[MUSIC PLAYING]

That was a great sort of,
uh, kick in the butt

to all of us
that were starting to get...

[VOICE WAIVERS]
pretty weary from working

all those hours
trying to get the movie done.

NARRATOR: Well, as
the premiere date approached,

it was time for George Lucas
to face the music.

NARRATOR: Having taken out
a loan to cover his loan,

George Lucas had literally put
all of his chips on the table.

The fate of Star Wars
and Lucasfilm

would be decided by
one simple question:

Does the world
want more Star Wars?

-MAN: Do you think this is gonna
be as big as Star Wars?
-ALL: Bigger!

-Bigger, yeah!
-Much bigger.

MAN: Are you gonna be missing
any classes being here?

-Yes, sir.
-Oh, yeah.
[BOTH LAUGHING]

NARRATOR:
Lucas' gamble had paid off.

Star Wars was back
and so were the fans.

But it remained to be seen
if audiences

would embrace the darker,
more mature,

The Empire Strikes Back.

[EXPLOSION]

[DRAMATIC MUSIC PLAYING]

VICTORIA:
When Empire Strikes Back
is finally released,

there are mixed levels

of reaction to it.

He's evil.
I love it. I love it.

TENUTO: It was notStar Wars.

It was not like
the original film.

It was a much more serious,

personal, psychological movie.

Son... come with me.
[BREATHING HEAVILY]

There was kind of a confusion
about the ending.

Like,
"What? What's going on here?

"You didn't resolve
the story."

I'm confused.
[CHUCKLES]

I didn't understand
the ending.

"You didn't end the film."

I didn't like the ending.

It could've been
a better ending.

We weren't used to
that kind of film making

in the 1970s and '80s.

NARRATOR: But although fans
may have been confused

by the ending,
or lack of it...

When the reviews rolled in
it seemed like

George Lucas had done
the impossible

and topped the first
Star Wars movie...

Or maybe
it was Irvin Kershner,

who'd topped George Lucas.

When The Empire Strikes Back
comes out

and it gets much better
critical reviews,

Lucas blames Kershner.

Lucas says,
"They're reviewing Kershner.

"They're not reviewing
Star Wars."

And ultimately what he realized
was Kershner

put an individual stamp
onEmpire

that Lucas didn't really want.

People credited Kershner
with elevating the material

and that offended Lucas.

NARRATOR:
Well, offended or not...

the truth is now,
more than ever,

thatThe Empire Strikes Back
is a bit of a masterpiece.

And for many
who worked on it...

-Hello. What have we here?
-NARRATOR:
There were no complaints.

You don't complain
anyway when you're doing

a Star Wars movie.

It's just an absolute joy
to be a part of

the whole experience.

It's a very important
step in my career.

And, of course,
I had a great contract.

[LAUGHS]

NARRATOR:
And speaking of contracts...

They didn't lock Harrison Ford
in for the third picture.

That's why he was killed off
in Empire.

He was put in carbon freezing.

NARRATOR: Despite that one
unresolved matter,

George had achieved
one of his major goals

withThe Empire Strikes Back.

They had
managed to make the film

without any studio interference,

but there were major
budgetary problems

throughout the process.

It was like a 30 or 40%

increase in
the cost of shooting

that put George
in dire straits.

NARRATOR: And subsequently,
it put Gary Kurtz

in dire straits with George.

Because of that,
George basically...

would not bring him back on.

NARRATOR:
Not that Gary knew that.

Spoiler alert:
There's awkwardness to come.

So, for George Lucas,

Empire Strikes Back
had been a success,

but not an easy one.

Empire Strikes Back was
very much a learning experience

for Lucas and for Lucasfilm.

Both running a company
and making Empire

at the same time would produce

almost as much stress and strain

on Lucas as making
the first Star Wars film.

NARRATOR:
And so things had to change.

George Lucas would need

to work harder,
faster, cheaper.

All while upping his game

in order to create
something truly his own.

[POLLOCK ECHOING]
Control your own fate.

And there would be
a cost to him personally

because of that.

NARRATOR:
Very great costs indeed.

[MUSIC PLAYING]