Star Wars: Episode V - The Empire Strikes Back

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 https://acast.com/privacy for more information.

Speaker names marked ? are inferred from speaking time and the show’s known hosts — they are not voice-verified.

• 0:00Lizzie Bassett?

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• 0:45Lizzie Bassett?

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• 2:15Lizzie Bassett?

  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 Winterbauer. And, uh, Chris, what's today's date?

• 2:40Chris Winterbauer?

  May the force be with you, Lizzie.

• 2:43Lizzie Bassett?

  And also with you.

• 2:44Chris Winterbauer?

  It is a date for Star Wars fans and our Lisp-bearing audience all the world over. Yes, we changed up our schedule so we could land a Star Wars film on May the 4th, because it is on a Monday this year. We're very excited. We also ran a poll a couple of 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.

• 3:16Lizzie Bassett?

  Yay!

• 3:17Chris Winterbauer?

  And we are also covering The Devil Wears Prada 2, so it's going to be a very, very fun, sequel-filled month. Lizzie, had you ever seen Star Wars: Episode V, The Empire Strikes Back, before? And what were your thoughts upon watching or re-watching it for the podcast?

• 3:32Lizzie Bassett?

  Of course, I have seen Star Wars: Episode V, if I must, The Empire Strikes Back, yes.

• 3:37Chris Winterbauer?

  We can just call it The Empire Strikes Back, or Empire.

• 3:40Lizzie Bassett?

  I can't keep track of the numbers.

• 3:41Chris Winterbauer?

  Yeah.

• 3:41Lizzie Bassett?

  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.

• 3:51Chris Winterbauer?

  Oh, really?

• 3:51Lizzie Bassett?

  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 Leia's relationship as being like so, you know, hot and like, ooh. This is then 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.

• 4:32Lizzie Bassett?

  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.

• 4:47Chris Winterbauer?

  When our favorite little bog freak shows up?

• 4:50Lizzie Bassett?

  Yes.

• 4:50Chris Winterbauer?

  He is such a freak and it's so great.

• 4:53Lizzie Bassett?

  Such a freak.

• 4:53Chris Winterbauer?

  We'll get into that.

• 4:54Lizzie Bassett?

  He's so fun.

• 4:55Chris Winterbauer?

  Yeah, he's very fun.

• 4:56Lizzie Bassett?

  He's Tom Bombadil in his way around that swamp.

• 5:00Lizzie Bassett?

  He's such a Muppet and I love, 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, in rewatching it. He kind of didn't have a choice and seemed like he always had a plan to get them out. But yeah, Billy Dee Williams is great. Yeah, that's, I think I was most taken by how bored I was by the Han and Leia dynamic in this.

• 5:43Chris Winterbauer?

  Interesting.

• 5:44Lizzie Bassett?

  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.

• 6:06Chris Winterbauer?

  Yeah.

• 6:07Lizzie Bassett?

  And also watching where they put the marks after the

• 6:09Chris Winterbauer?

  The Wampa attack.

• 6:10Lizzie Bassett?

  The whole Tauntaun incident. Yes, the Wampa attack.

• 6:13Chris Winterbauer?

  Yeah.

• 6:13Lizzie Bassett?

  But yeah, look, it is an Excellent sequel. And maybe I'm wrong about this, but is this kind of one of the first times a sequel like this existed where it's like, it's clear this is going to continue beyond this movie? Like, this is not an end to the story at all. It does feel like an escalation on the first one, but it feels different to me than something like The Godfather Part Two, for example, which could totally stand alone.

• 6:39Chris Winterbauer?

  Sure. Or Temple of Doom.

• 6:40Lizzie Bassett?

  Or Temple of Doom.

• 6:41Chris Winterbauer?

  Could be another example.

• 6:42Lizzie Bassett?

  Yeah.

• 6:43Chris Winterbauer?

  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.

• 6:48Lizzie Bassett?

  That's true.

• 6:48Chris Winterbauer?

  And you could certainly find examples. But no, I do think this-

• 6:50Lizzie Bassett?

  Not on this scale, though.

• 6:52Chris Winterbauer?

  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, Lizzie. 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.

• 7:15Lizzie Bassett?

  No, I just really liked a man, you know, abusing his significant other for an entire movie. Verbally abusing.

• 7:21Chris Winterbauer?

  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.

• 7:41Lizzie Bassett?

  It looks great.

• 7:42Chris Winterbauer?

  Yeah. And I want to give a shout out to Peter Sushitsky, who became David Cronenberg's longtime cinematographer, starting in the late 80s. It's the best looking of the three Star Wars movies, I think. Probably this one, then A New Hope, and then Return of the Jedi 3. 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 we'll discuss in this episode. And Yoda's, you know, Dagobah, 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

• 8:26Chris Winterbauer?

  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.

• 8:40Lizzie Bassett?

  I have one question for you about this one, which is, so I watched this on Disney+ Plus, which means obviously I'm watching a-

• 8:45Chris Winterbauer?

  You're watching the special edition, the restored version.

• 8:48Lizzie Bassett?

  Right. Which I wasn't thrilled about, because there are, I mean, I am and I'm not, there's some things that look great, there's some things that I think they did a really awesome job on, there's some things that just clearly don't fit with like the movements and mechanics of what's happening in the movie that I wish they hadn't touched, but I will say, having watched the restored versions of the other two original Star Wars, this seems like they maybe futzed with this one the least. I don't know if that's true.

• 9:13Chris Winterbauer?

  I would agree with you, Lizzie. I think this is the least futzed 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 Haas and the Cloud City, for example, but in terms of story changes, the biggest shift comes in the hologram scene with the Emperor, who was originally performed by Marjorie Eaton and voiced by Clive Revel. That was replaced with footage of actor Ian McDarman, who played Palpatine in Return of the Jedi and the Star Wars prequels, for example. There's also a minor tweak to the dialogue in this scene that I don't want to get into right now, because it opens up a whole can of worms about whether or not Darth Vader knew that his children had survived Revenge

• 9:58Chris Winterbauer?

  of the Sith, and I almost feel like George Lucas has just gone back so many times reworking these things that he's starting to break the chronology that he was able to build across the original three. All to say, if you guys are interested, you can go online and look up the full list of all of the changes that Lucas has made to these cuts. We are going to do our best to try to stick with the chronology of the original film and the process of making just that original release. I want to say, maybe I'm just an old sexist bastard, I kind of like the Han and Leia storyline in this one. It feels like bidirectional nagging, and so I'm kind of fair with it. They're this like bickering couple.

• 10:34Lizzie Bassett?

  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.

• 10:43Chris Winterbauer?

  Fair enough.

• 10:43Lizzie Bassett?

  Harrison Ford, maybe yes, but there's something about it that is not quite landing, right?

• 10:48Chris Winterbauer?

  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.

• 10:57Lizzie Bassett?

  Were they hooking up in this one, or is that the first one?

• 10:59Chris Winterbauer?

  No.

• 10:59Lizzie Bassett?

  Okay.

• 10:59Chris Winterbauer?

  We can get that out of the way at the beginning. My understanding is that they had had a brief affair on the first film. It lasted about three months and it was done, and they just literally never talked about it again. And in fact, Harrison Ford, he had gone on or would go on to marry a friend of Carrie Fisher's, who also 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.

• 11:24Lizzie Bassett?

  She was 19? Well, that explains the dynamic.

• 11:28Chris Winterbauer?

  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, and 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 gonna leave that aside.

• 11:52Lizzie Bassett?

  Okay.

• 11:53Chris Winterbauer?

  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.

• 12:00Lizzie Bassett?

  Okay.

• 12:01Chris Winterbauer?

  All right, so before we begin, the details. Star Wars: Episode V, The Empire Strikes Back, is a 1980s science fiction adventure film, or perhaps a space opera, directed by Ervin Kershner. The screenplay is credited to Lee Brackett and Lawrence Kasdan, with a story by credit attributed to George Lucas. It was, of course, executive produced by George Lucas, under his Lucasfilm banner, and produced by Gary Kurtz, who also produced the first Star Wars film, retroactively named A New Hope. It stars Mark Hamill, Harrison Ford, Carrie Fisher, a new Billy Dee 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.

• 12:46Lizzie Bassett?

  Last thing, I'll say, sorry to interrupt you.

• 12:48Chris Winterbauer?

  No, please.

• 12:48Lizzie Bassett?

  I found myself this time, there's one character I identified very strongly.

• 12:52Chris Winterbauer?

  Strongly with Upon This Watch, any guesses as to who it was? A character C3PO?

• 12:59Chris Winterbauer?

  I am C3PO. 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. He's very annoying, so I do understand. But I love him. He's not annoying. He's just, he frets. He's the fretter. He's very funny. He's a worrier. He's very charming. Anthony Daniels does a really good job with him. He's so good. And then he Predator Badlands his way through the back half of this movie. He does. I'm glad you pointed that out because that must have been an inspiration for Predator Badlands. We were referring to C3PO's partially repaired at the end of the film and he is on Chewbacca's back, much in the way that L. Fanning is a Predator in Predator Badlands. All right, the movie was distributed by 20th Century Fox. It had a limited release on May 21st, 1980,

• 13:41Chris Winterbauer?

  and it went wide basically four weeks later on June 18th, 1980. As always, the IMDb logline reads, "After the Empire overpowers the Rebel Alliance, Luke Skywalker begins training with Jedi Master Yoda, while Darth Vader and bounty hunter Boba Fett pursue his friends across the galaxy." I gotta say, Boba Fett getting a lot of attention for a character who kinda doesn't really matter that much, but he's got a really cool design and that's all that matters for merchandising. Very cool design. Yeah. Shows up for hmm, 90 seconds? Yeah.

• 14:12Lizzie Bassett?

  Oh yeah, I'll find him, boss. That wasn't part of the deal.

• 14:16Chris Winterbauer?

  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. Rensler, 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 gotta sing. "A long, long time ago, in a galaxy far away, George Lucas was having a panic attack."

• 14:57Chris Winterbauer?

  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, Steven Spielberg. Now Spielberg had also just wrapped filming a science fiction film, Close Encounters of the Third Kind.

• 15:39Chris Winterbauer?

  They were both on the beach and Lucas asked Spielberg, what do you want to do next? And Spielberg says, James Bond. Oh. And Lucas says, I've got something better. Not Star Wars, but Indiana. What, Lizzie? James. Indiana Smith was the original name. Oh. Very good guess. Lucas laid out the general idea, 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 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.

• 16:23Chris Winterbauer?

  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. Absolutely. He was a pretty remarkable producer. He was a maverick. Yeah. He calls Lucas, he's got great news. All 32 theaters playing the movie were sold out. There are lines around the block for the midnight showings, but Lucas is skeptical. He doesn't want to count his chickens before they hatched. And then he hatched about a bazillion chickens. Please stop. Star Wars is a hit. It's a critical darling, but George Lucas, man, this guy loves to be a contrarian.

• 17:07Chris Winterbauer?

  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 wrapping production on Star Wars, if you remember, Lizzie, he's riding a bicycle from soundstage to soundstage, trying to wrap this runaway production that has gone over budget and fallen behind schedule.

• 17:52Chris Winterbauer?

  He goes to hell and back in the edit. You know, he's got Brian De Palma saying, "Nobody's gonna understand this. You gotta do a title crawl." Marsh is saying, "Why are we still on Tatooine? You gotta 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. 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 is exactly true.

• 18:33Lizzie Bassett?

  Yeah, I don't buy that.

• 18:33Chris Winterbauer?

  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 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.

• 18:56Lizzie Bassett?

  He didn't think about it that hard.

• 18:58Chris Winterbauer?

  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.

• 19:34Lizzie Bassett?

  Yeah, who's just killing himself on every movie.

• 19:37Chris Winterbauer?

  Exactly. Also, financially, the man is a roller coaster.

• 19:41Lizzie Bassett?

  Yeah.

• 19:42Chris Winterbauer?

  Builds an empire, takes on debt, it crumbles around him, he wins it back again. Coppola continuing to do this to this day.

• 19:50Lizzie Bassett?

  Yes.

• 19:50Chris Winterbauer?

  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 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.

• 20:35Chris Winterbauer?

  So the leverage has only grown since its release. So per this deal, Fox's profit participation is going to decrease over time, from just under 50% to just under 25% as the movie hits various revenue milestones. So, you know, 50% for the first 20 million, 30% for the next 40 million, 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.

• 21:18Chris Winterbauer?

  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.

• 21:37Lizzie Bassett?

  And the benefit of this is more control for him.

• 21:40Chris Winterbauer?

  Total control.

• 21:41Lizzie Bassett?

  Okay.

• 21:41Chris Winterbauer?

  Plus exclusive rights on television and merchandising.

• 21:45Lizzie Bassett?

  Okay.

• 21:45Chris Winterbauer?

  Which I bet you Fox would want to be involved in if they're going to put in some of the budget.

• 21:50Lizzie Bassett?

  Yeah.

• 21:50Chris Winterbauer?

  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 eight million dollars.

• 21:59Lizzie Bassett?

  Sir.

• 22:00Chris Winterbauer?

  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 eight million dollar number.

• 22:09Lizzie Bassett?

  Yeah.

• 22:09Chris Winterbauer?

  Let's see how, we're gonna 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 of childhood, there's actually a decent amount of time. And I feel like you want to catch people. I think of childhood in terms of like kind of four and five year stretches, right? Elementary school, middle school, high school. I feel like you want to catch people before they age into the next bracket ideally.

• 22:43Lizzie Bassett?

  Right. Three years is pretty good.

• 22:44Chris Winterbauer?

  It's good.

• 22:45Lizzie Bassett?

  That's about the end of that window.

• 22:47Chris Winterbauer?

  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 three million dollars less. Does it seem reasonable?

• 23:09Lizzie Bassett?

  No.

• 23:10Chris Winterbauer?

  I think so.

• 23:14Lizzie Bassett?

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• 23:59Lizzie Bassett?

  Did I mention their socks are great too? Find the fall piece. Places you'll reach for most at Quince. Download the Quince app for app exclusive offers or go to quince.com. Get free shipping on your order and 365 day returns. Now available in Canada and the UK, too. And when Quince asks where you heard about them, let them know it was what went wrong. It's the best way to support the show. Today's episode is sponsored by Mars. You might not realize it, but Mars is behind so many of your favorite Halloween treats. And I'm not just talking about your candy bowl. Yes, Mars makes iconic candies like M&Ms, Snickers, Starburst, my personal favorite, and Skittles. But they also have salty snacks, easy to make meal options, and even treats for your pets. There's something for everyone to enjoy this spooky season. David and I are too old to trick or treat, so we've been getting creative with our Halloween movie night spreads for our friends.

• 24:42Lizzie Bassett?

  I put together a char bootery board with some classic sweets like Rice Krispie treats and peanut butter M&Ms. And because I'm a salty girl, I added some Pringles and my all time favorite snack, Cheez-It crackers. Scary delicious. For Halloween night, I'm making a spooky seven layer dip using Ben's Original Ready Rice because there is nothing that my kid loves more than a rice and bean dip. And don't think I forgot about our dog Q. Mars knows he needs a celebration, too. So I put together a special Halloween treat jar packed with Greenie's Original Pumpkin Spice Dental Chews and Pedigree Tasty Biscuits. He's agreed to share with the neighbors because he's a very good boy. Find Mars products in a retailer near you or on Instagram at Mars Global, M A R S G L O B A L, where you can shop everyday favorites and limited time Halloween offerings.

• 25:26Speaker 02

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• 25:48Chris Winterbauer?

  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. What the circumstances are, so I would just take it with a grain of salt. So he considers hiring Howard Kazangian and Robert Watts to replace Kurtz. And both of these producers would end up working on Empire and Raiders of the Lost Ark and Return of the Jedi in various capacities. But Lucas realized he couldn't start over with the world building with a new producer.

• 26:31Chris Winterbauer?

  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 L Street Studios in London, where they shot the first film, and they start to staff up. Now, a lot of the crew had actually rolled off of A New Hope and on to what superhero film that we covered, Lizzie?

• 26:55Lizzie Bassett?

  Superman?

• 26:56Chris Winterbauer?

  Superman, the Salkins 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, you know, he did Clockwork Orange, for example.

• 27:10Lizzie Bassett?

  Yeah, he's amazing.

• 27:11Chris Winterbauer?

  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 cantina scene in Star Wars better than you did. And that somebody was writer Lee Brackett, the unsung queen of the golden age of science fiction. Lizzie, have you ever heard of Lee Brackett?

• 27:53Lizzie Bassett?

  No.

• 27:53Chris Winterbauer?

  We spoke about her, I think briefly, when we were discussing one of the Star Wars films. Lee Brackett was a really prolific short story writer during the golden age of science fiction. And actually, her 1956 novel, The Long Tomorrow, made her the first woman ever shortlisted in the nominated for the Hugo Award for Best Novel.

• 28:10Lizzie Bassett?

  Oh, wow.

• 28:11Chris Winterbauer?

  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.

• 28:18Lizzie Bassett?

  Yeah.

• 28:18Chris Winterbauer?

  It takes place post-nuclear Holocaust, the United States. Has been reduced to small towns of a thousand people or less. There's like a federal law on how many people can be in a town to avoid cities forming effectively. And it's everything's become weirdly religious with the new Mennonites and their Luddite like faiths that they follow. And the lead boy, it's a, you know, 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 LA native. So he invites her in for a meeting and he says, look, you've written a lot of science fiction. Have you ever written for the movies? And I'm guessing that Lee Brackett must have smiled at that question.

• 29:02Chris Winterbauer?

  So George Lucas was born on May 14th, 1944. And around the same time, 350 miles away, Howard Hawks and William Faulkner were having a really hard time adapting Raymond Chandler's The Big Sleep. And this is around the time that Lee Brackett had tried out writing detective crime fiction with her novel, No Good For A Corpse. And Hawks must have liked it because he said they should get, quote, this guy Brackett to come help with the screenplay. Lee Brackett comes in, she and William Faulkner divide up The Big Sleep by chapters, alternating chapters. They turn it into a screenplay. There's a very funny story. Apparently her job was mostly to improve his dialogue. Have you watched The Big Sleep recently, Lizzie?

• 29:40Lizzie Bassett?

  No.

• 29:41Chris Winterbauer?

  It's great. I 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 said, 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'd technically written on a couple of movies before this, but Hawks brought her back in, you know, to co-write on Rio Bravo. She also did Hatari, El Dorado, and then she solo wrote The Long Goodbye in 1972. Another Philip Marlowe story, the one with Elliot Gould.

• 30:26Chris Winterbauer?

  So Lucas puts two and two together and he goes, you're that Lee Brackett? And she goes, yeah, isn't that why you called me in? 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 goldmine. 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.

• 31:06Lizzie Bassett?

  Yeah.

• 31:06Chris Winterbauer?

  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, that is quite rude." Now, maybe there is a case to be made that Star Wars heralded the end of the auteur era of the late 60s and 70s.

• 31:23Lizzie Bassett?

  Then he vomited up a bunch of pea soup.

• 31:25Chris Winterbauer?

  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 myth, 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 like goes out into the desert to find his little ammo box of manuscripts for the new book he's gonna 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.

• 32:06Chris Winterbauer?

  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.

• 32:21Lizzie Bassett?

  Great.

• 32:22Chris Winterbauer?

  He had a city in the clouds.

• 32:23Lizzie Bassett?

  Which looks amazing.

• 32:24Chris Winterbauer?

  Yeah, I, I think a lot of that is maybe, that's the section I think is the most special edition-y.

• 32:30Lizzie Bassett?

  I would imagine, but it does look very good.

• 32:32Chris Winterbauer?

  It does look good. And also, uh, 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 Ewoks. But we'll talk about that later on. He also had one other thing in his pocket, and that was the novelization of the first film. Yes, we're gonna talk about the novelizations of films.

• 32:51Lizzie Bassett?

  Yay.

• 32:52Chris Winterbauer?

  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 ghostwritten by Alan Dean Foster. And when Lucas commissioned the sequel, he said, "Don't match what we're gonna 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 Darth Vader killing an Imperial officer, multiple for their incompetence.

• 33:37Chris Winterbauer?

  I do like that running gag.

• 33:38Lizzie Bassett?

  It's amazing.

• 33:39Chris Winterbauer?

  He's just running through the ranks.

• 33:40Lizzie Bassett?

  A new admiral every time.

• 33:41Chris Winterbauer?

  It's just so everyone's getting promoted and they don't want to be. Yeah, 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 Alan Dean Foster that he did want Leia and Luke and Han to have a love triangle, but like Gone with the Wind, he said Han is Clark Gable.

• 34:09Lizzie Bassett?

  Yeah, about that love triangle, how aware was he during this movie that they're siblings? It seems very aware because...

• 34:17Chris Winterbauer?

  Not.

• 34:17Lizzie Bassett?

  Really? Because Yoda says, "There is another."

• 34:21Chris Winterbauer?

  Different sister.

• 34:23Lizzie Bassett?

  What?

• 34:24Chris Winterbauer?

  I know. Yes, we'll talk about that in a moment.

• 34:26Lizzie Bassett?

  Okay.

• 34:26Chris Winterbauer?

  Yeah, it's very interesting.

• 34:28Lizzie Bassett?

  Makes me feel a little better about those weird kisses, but not that much.

• 34:31Chris Winterbauer?

  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 kyber crystal before Vader does, fighting Imperial forces, or Nazis, along the way, as he does, which is just Indiana Jones.

• 34:58Lizzie Bassett?

  Indiana Smith.

• 34:59Chris Winterbauer?

  And to be clear, Lucas had come up with that for Indiana. Anna 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 informed us. Howard Hawks, The Thing from Another World, The Ice Kingdom of Mongo, Comic Strips, Flash Gordon, and Gone with the Wind. Plus, Akira Kurosawa, this time his movie Dersu Usula. The IMDb 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 Brackett, but the most important story decisions, a lot of them, had not been made yet.

• 35:39Chris Winterbauer?

  So let's talk about that, Lizzie. He did know Luke should have a twin sister. That shows up in the draft. Discussion of her. But he hadn't landed on Leia yet. He says he'd considered her, but to be clear-

• 35:52Lizzie Bassett?

  Considered her is too much for how much he has them kissing.

• 35:55Chris Winterbauer?

  They name the sister in the first draft by Brackett. She has a different name. Nellith?

• 36:01Lizzie Bassett?

  Doesn't roll off the tongue.

• 36:02Chris Winterbauer?

  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.

• 36:15Lizzie Bassett?

  Wow, okay. Those are pretty big changes.

• 36:18Chris Winterbauer?

  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.

• 36:33Lizzie Bassett?

  Hmm.

• 36:34Chris Winterbauer?

  Minch!

• 36:34Lizzie Bassett?

  Hmm.

• 36:36Chris Winterbauer?

  Minch! So Brackett goes off to write at the top of 1978, and Lucas is calling it "Chapter Two: The Empire Strikes Back."

• 36:44Lizzie Bassett?

  I think you mean Chapter Five.

• 36:47Chris Winterbauer?

  These aren't the droids you're looking for. Meanwhile, Chapter One was only getting bigger. By the end of 1977, A New Hope has dethroned Jaws as the highest grossing movie of all time. 120 million versus 115. By the way, Steven Spielberg took out an ad in Variety depicting R2-D2 catching a shark with a fishing pole. And it said, "Congratulations to the Cantina crowd and all the forces of your imagination that made Star Wars so worthy of the throne."

• 37:08Lizzie Bassett?

  Oh.

• 37:08Chris Winterbauer?

  Pretty cool by Spielberg.

• 37:10Lizzie Bassett?

  That's nice.

• 37:10Chris Winterbauer?

  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?

• 37:32Lizzie Bassett?

  Lawrence Kasdan.

• 37:33Chris Winterbauer?

  Lawrence Kasdan. He's in his late twenties and he had literally just jumped from copywriter to screenwriter. He did not have a lot of experience. In fact, Spielberg met him when he bought Kasdan's second screenplay, which was eventually made into the John Belushi movie Continental Divide. Which I don't think I've seen. Then Spielberg convinces Lucas that they should hire Kasdan to write Indiana Smith. To be clear, Kasdan is being hired by the two most commercially successful directors in Hollywood history.

• 38:01Lizzie Bassett?

  That's a crazy job.

• 38:02Chris Winterbauer?

  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?

• 38:19Lizzie Bassett?

  Yeah, Steven Spielberg.

• 38:20Chris Winterbauer?

  He just did a science fiction film.

• 38:22Lizzie Bassett?

  Yeah.

• 38:22Chris Winterbauer?

  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-esque in my opinion.

• 38:35Lizzie Bassett?

  Sure.

• 38:36Chris Winterbauer?

  Coppola was in the jungle, losing his mind, making Apocalypse Now.

• 38:39Lizzie Bassett?

  I love Francis Ford Coppola so much, but a Francis Ford Coppola Star Wars would be deeply insane.

• 38:44Chris Winterbauer?

  It would be amazingly insane. I mean, it would become Heart of Darkness, where he was trying to reach Vader as, you know, Marlon Brando. Kind of, that sounds kind of cool.

• 38:52Lizzie Bassett?

  He would recast Vader as Marlon Brando, who actually kind of looks a little bit like him when he, when he has the shaved head and he pulls his helmet off. Look, I'm your father.

• 39:00Chris Winterbauer?

  Spielberg is committed to doing Indiana Smith. He's also running Amblin. So Gary Kurtz considers John Badham, who had just directed Saturday Night Fever.

• 39:08Lizzie Bassett?

  Which is great.

• 39:08Chris Winterbauer?

  And Alan Parker. This one, it makes a little more sense to me, who had just written and directed Bugsy Malone.

• 39:13Lizzie Bassett?

  Okay.

• 39:13Chris Winterbauer?

  Now Parker said he wanted to do his own project next, which I cannot confirm, but I believe became Midnight Express, which if you have not seen, I highly recommend. It's a terrifying movie. So Kurtz has this impossible task. He has to find somebody who really values and understands the material. And as I mentioned, directors like William Friedkin, for example, even Brian De Palma, like who was a friend of Spielberg's, are not really into this material. If you think of the directors who are kind of up and coming at this time, even someone like Scorsese, they don't seem like an obvious fit for Star Wars. At the same time, they said they, quote, "didn't want a young cynical director to come in and change the tone of the movies." And also, the first movie was simply too successful. A lot of folks believed that if the sequel didn't work and they were to direct it, they'd get all the blame. But if the sequel did work, Lucas would still get all the credit.

• 39:58Lizzie Bassett?

  That's exactly what someone told James Cameron when he was accepting Aliens.

• 40:02Chris Winterbauer?

  And that's why Irvin Kershner said no. Now, Irvin Kershner 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 Kershner 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 gonna mention Eyes of Laura Mars, which did have a good box office run, had not been released yet. We will get to that in a moment. But Gary Kurtz knew that Irvin Kershner was very dedicated to his characters. And here's the Kurtz quote: "His work shows humor and a fine sense of timing that is devoted to developing human relationships."

• 40:46Chris Winterbauer?

  Lizzie, if there's one shortcoming of George Lucas as a storyteller...

• 40:51Lizzie Bassett?

  It's human relationships.

• 40:53Chris Winterbauer?

  Yes. Kershner had also directed some action, and his most recent movie, Eyes of Laura Mars, had a sci-fi, at least supernatural, angle. Lizzie, have you seen Eyes of Laura Mars? We've talked about it because John Carpenter co-wrote the script.

• 41:05Lizzie Bassett?

  I have not, but I watched the show on Netflix that I think borrowed from this somewhat heavily, behind her eyes.

• 41:11Chris Winterbauer?

  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.

• 41:24Lizzie Bassett?

  Her specialty.

• 41:25Chris Winterbauer?

  Yes. I mean, her eyes are quite expressive. Anyway, it is fun. And what I did notice while I watched it last night is I definitely felt... Like Kirschner was very focused on his actors to the point actually where I liked all of the non thriller horror portions of the movie much more than the horror slasher portions of the movie. And so if anything, you could see a version where Lucas and Kurtz are thinking, well, George can handle the special effects and Kersh will make sure that this movie has the heart that it needs to have. So I do think the hiring could make sense. Equally as important, though, Lucas viewed Kirschner as quote, "not Hollywood," and since he'd done TV, he would be both fast and cheap. Plus, they all knew each other. When Lucas and Kurtz were students at USC, Kirschner came back as an alumni, giving

• 42:10Chris Winterbauer?

  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 Erwin Kirschner tell the story of how he first saw portions of Star Wars before it was ever released.

• 42:25Speaker 03

  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?" "Oh, 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.

• 43:09Speaker 03

  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 gonna lose his shirt in this. Fox is fighting this piece of junk." Oh, we were sick for George, sick. You know the rest of the story.

• 43:39Chris Winterbauer?

  And of course, the movie comes out, he sees it in theaters with his son, and his son loves it, and he sees it through his son's eyes. The clear-cut morality, the idea of Zen, the power that is in everybody, and Kirschner finally gets it. So Lucas says, "Kirsch, will you direct the sequel?" And he says, "No way. The second one will never beat it. Also, I don't know anything about special effects." And Lucas says, "That doesn't matter. You can think of anything you want, and it's up to ILM to make it work." But the more that Lucas spoke, the worse the offer sounded. Because Lucas was like, "Don't worry, the second movie just needs to be better than the first one. So then I can make it into a franchise. And don't worry, there's no studio to worry about it. I'm financing it myself. So if it doesn't work, I'll just be totally broke." So Kirschner passes, and his agent yells at him.

• 44:22Lizzie Bassett?

  Yeah, I bet.

• 44:23Chris Winterbauer?

  And then Lucas invites him 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 gonna be an oasis away from Hollywood. Me, you, other filmmakers, we can think, exchange ideas. It's basically gonna be like a hangout for the Jedi Knights of Hollywood, away from Hollywood. But I need money to make it happen. And so that's why you need to direct this movie and have it make so much money that I can make Skywalker Ranch happen." And Kirschner says, "No, you're making it worse."

• 44:49Lizzie Bassett?

  Yeah, even more no.

• 44:51Chris Winterbauer?

  So finally, they go out to lunch, and they get to the heart of the matter. And Kirschner says, "Look, Star Wars is your baby. If I do this, you're gonna be looking over my shoulder, and I just can't work that way." And he's speaking from experience, because on Eyes of Laura Mars, producer John Peters was up Kirschner's ass the entire production.

• 45:11Lizzie Bassett?

  Ah, notorious cool guy, John Peters.

• 45:14Chris Winterbauer?

  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?

• 45:25Lizzie Bassett?

  Was it Barbara?

• 45:26Chris Winterbauer?

  Yes! And it's good. I liked it. I thought it was really fun.

• 45:30Lizzie Bassett?

  Well, of course it's good. It's Barbara.

• 45:32Chris Winterbauer?

  So Lucas says, "That's not gonna happen. You go to London, you go wherever you want to find snow, I'll stay in California, you make the picture." Basically, you shoot the movie, I'll do the special effects. And Kirschner says, "Okay, that sounds pretty good."

• 45:47Lizzie Bassett?

  How much is he gonna regret that?

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• 46:31Chris Winterbauer?

  So by mid-February of 1978, they make an official offer to Kershner. 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 Kershner?

• 46:42Lizzie Bassett?

  The studio?

• 46:43Chris Winterbauer?

  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 Kershner'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.

• 47:28Chris Winterbauer?

  He has to use the Force to escape. Eventually, the Empire does attack this, it's called an ice castle at the beginning. Much more is made of the Wampas. The Wampas are doing like an attack on the base before the Empire. It's like a weird, abominable snowman set piece that they have.

• 47:45Lizzie Bassett?

  I like the Wampa.

• 47:46Chris Winterbauer?

  But generally speaking, Luke goes off to train with Minch, or eventually Yoda, as Han and Leia escape into an asteroid field. And then eventually, they meet Lando Kadar, not Lando Calrissian at the end. Darth Vader uses the trap to lure Luke. There's a double cross. There is more. Much more of a love triangle. It is extremely explicit. And in my opinion, the part of the story that works the least is all of the Han and Leia stuff. 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.

• 48:17Lizzie Bassett?

  That still feels the case a little bit in the final result, but...

• 48:21Chris Winterbauer?

  A little bit. I do 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.

• 48:36Lizzie Bassett?

  Doesn't sound like it.

• 48:37Chris Winterbauer?

  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.

• 49:16Lizzie Bassett?

  Makes sense. She's a lot older.

• 49:18Chris Winterbauer?

  She is. And the dialogue, the dialogue feels closer to a Raymond Chandler-esque sort of story between especially... I mean, it feels more Gone with the Wind, to be honest, between especially Han and Leia. It does not feel contemporary. And we'll get into Kasdan and another contributor who maybe made some changes. So eventually, Lucas calls Brackett to talk about the script, and that's when he learns that Lee Brackett's in the hospital.

• 49:41Lizzie Bassett?

  Oh, no.

• 49:41Chris Winterbauer?

  And three weeks later, she passed away from cancer.

• 49:45Lizzie Bassett?

  No.

• 49:46Chris Winterbauer?

  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. Marcia 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.

• 50:04Lizzie Bassett?

  Did it, or was Marcia enjoying the Margs on the beach in Mexico by herself?

• 50:08Chris Winterbauer?

  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.

• 50:40Lizzie Bassett?

  That makes sense.

• 50:41Chris Winterbauer?

  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.

• 50:47Lizzie Bassett?

  Oh, I've seen it.

• 50:47Chris Winterbauer?

  Oh, man, that thing is nuts. I'm amazed that didn't tank the franchise.

• 50:52Lizzie Bassett?

  It is incredible.

• 50:54Chris Winterbauer?

  Yeah, it's something.

• 50:55Lizzie Bassett?

  It's on YouTube.

• 50:56Chris Winterbauer?

  It is.

• 50:56Lizzie Bassett?

  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 Wondery, The Big Flop, actually did a whole episode on the Star Wars Christmas special.

• 51:06Chris Winterbauer?

  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-Wan Kenobi and Luke's father, just named like Father Skywalker, basically, appear to Luke as force ghosts when he's on the unnamed Dagobah at the time. And it just starts to feel like we've hit redundancy with these two characters.

• 51:33Lizzie Bassett?

  Sure.

• 51:33Chris Winterbauer?

  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.

• 52:09Lizzie Bassett?

  Oh.

• 52:10Chris Winterbauer?

  I thought Darth Vader was just messing with him in that moment. I didn't think it was true. I just, it didn't compute with me. I couldn't understand how Darth Vader could be his father. Now, Lucas was super Paranoid about the twist leaking, so he actually didn't tell Irvin Kershner and he removed the reveal from the draft sent to Alan Ladd Jr. at Fox. It just said, Obi-Wan killed your father. Like, that's just what the reveal was at the end. It was not that Darth Vader was his father. So, in June of 1978, Kasdan submits his first draft for Raiders of the Lost Ark. He's 29 years old. He's just unwittingly kicked off one of the most iconic trilogies of all time.

• 52:44Lizzie Bassett?

  It's crazy.

• 52:44Chris Winterbauer?

  And George Lucas says, "Look, Lee Bracket has died. I want you to write Empire Strikes Back." And Kasdan says, "Well, don't you think you should read Raiders first?" And he goes, "I'll read it tonight, and if I hate it, I'll withdraw the offer." He did not withdraw the offer. Kasdan is completely overwhelmed, and Lucas says, "Don't worry, don't worry. Steven Spielberg's busy with 1941. Just focus on Empire." So Kasdan sits down with Lucas and Kershner to read Lucas's second draft. And Kasdan was less than impressed. He said, "There were sections of the script which, when I read them, made me say to myself, 'I can't believe George wrote this scene. It's terrible.'" But he and Lucas had a lot in common, including a love for Akira Kurosawa. And they were both inspired by which character from Seven Samurai when writing Yoda, Lizzie?

• 53:24Lizzie Bassett?

  Is it... I can't remember their names.

• 53:27Chris Winterbauer?

  Kamehameha, the main one.

• 53:28Lizzie Bassett?

  Yes, of course, the main guy.

• 53:30Chris Winterbauer?

  And Kasdan, like Lucas, wrote everything by hand. So basically, he'd write for two weeks, and then he'd bring 20 to 25 pages to Lucas and Kershner to review. And this was very new to him. He'd only written three scripts, and he'd never shown people works in progress while he was working. And he said that the worst review was the first one. He turned in the first 25 pages, and according to Kasdan, quote, "The way George works is that he never tells you what he likes, just what he doesn't."

• 53:51Lizzie Bassett?

  Great.

• 53:52Chris Winterbauer?

  Silence was my only reward. I have one producer friend who's kind of like that. And you just learn to take it as a reverse compliment. Like, if you only get a couple notes, you're like, "Wow, they loved it."

• 54:01Lizzie Bassett?

  I would not thrive in that environment.

• 54:04Chris Winterbauer?

  Yeah. But, the good thing is that Kasdan was really good with dialogue, which is what Lucas struggled with. In fact, Lucas had once said, "If we have enough action, no one will notice the dialogue."

• 54:12Lizzie Bassett?

  Sir.

• 54:12Chris Winterbauer?

  I mean, while- Meanwhile, Kirsten 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 Kazdin 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 Haath. Construction's underway at Elstree Studios, ILM's setting up these new offices in Northern California. And Lucas has decided that he's gonna bring ILM from Van Nuys 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

• 54:56Chris Winterbauer?

  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.

• 55:06Lizzie Bassett?

  What else did he do?

• 55:07Chris Winterbauer?

  He would go on immediately to do Battlestar Galactica.

• 55:10Lizzie Bassett?

  Yeah.

• 55:11Chris Winterbauer?

  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 Nuys. And on the other hand, Star Wars was gonna be a ton of work. Lucas could be a little cheap, and it was gonna be a pressure cooker. So according to Joe Johnston of the core original group, and Joe Johnston had done VFX work on the first one, he designed the Millennium Falcon. He would become 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 Johnston were Ralph Macquarie, who would play a huge role in designing Yoda, and Dennis Murin, who would co-lead the special effects team with Dykstra's replacement,

• 55:54Chris Winterbauer?

  Brian Johnson. So Macquarie 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 100 more. And then he had them start storyboarding before there was a script. So he would say, we're gonna 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'd just have to start-

• 56:13Lizzie Bassett?

  You don't need characters.

• 56:14Chris Winterbauer?

  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 McCrory, and his look changed drastically across pre-production. First, he was small and frog-like, and then Kersner pitched something kind of like Gandalf, eight or nine feet tall with a big beard, like an oversized Moses. But they said, no.

• 56:45Lizzie Bassett?

  Yeah, I mean, he's very Lord of the Rings coded, even even in his final form.

• 56:49Chris Winterbauer?

  Well, let's talk about Lord of the Rings. Lizzie, would you like to see him in his more nomik or lepreconal state, as I'll call it?

• 56:55Lizzie Bassett?

  Sure.

• 56:56Chris Winterbauer?

  All right.

• 56:57Lizzie Bassett?

  Does he have a little hat with a belt buckle on it?

• 56:59Chris Winterbauer?

  Mm hmm.

• 57:02Chris Winterbauer?

  Here we go.

• 57:02Lizzie Bassett?

  Oh, oh, he's just a little green. He's a gremlin.

• 57:06Chris Winterbauer?

  There's like a gremlin.

• 57:07Lizzie Bassett?

  He's a Santa gremlin garden gnome with a Gandalf staff.

• 57:10Chris Winterbauer?

  Yeah.

• 57:13Chris Winterbauer?

  We'll put this on our Patreon for you guys to look.

• 57:15Lizzie Bassett?

  It's not it.

• 57:16Chris Winterbauer?

  So the real question was, how are they going to bring Yoda to life? They tried a monkey in a costume.

• 57:21Lizzie Bassett?

  No.

• 57:21Chris Winterbauer?

  They even shot test footage, couldn't control the monkey.

• 57:24Lizzie Bassett?

  No, someone else tried that on something else we did. You could never control the monkey.

• 57:27Chris Winterbauer?

  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.

• 57:34Lizzie Bassett?

  Yes.

• 57:34Chris Winterbauer?

  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?

• 57:51Lizzie Bassett?

  Jim Henson.

• 57:52Chris Winterbauer?

  Don't call him the Muppet Man. Working hard to make that a hit. So Jim Henson and George Lucas had met at Elsley when Henson was taping The Muppet Show.

• 57:59Lizzie Bassett?

  And George Lucas says, can you make Yoda more cross-eyed? And Jim Henson said, yes.

• 58:05Chris Winterbauer?

  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 Maile, he was on the Yoda team. The two folks most responsible for bringing Yoda to life were Frank Oz, who voiced and puppeteered him, and Stuart Freiborn. So Stuart Freiborn 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: A Space Odyssey. Dogs and the Omen. He worked on Bridge on the River Kwai, Doctor Strangelove, obviously the first Star Wars film. And he was assisted by someone we've spoken about before, Wendy Meidner, who we talked about on Labyrinth.

• 58:44Lizzie Bassett?

  Okay.

• 58:45Chris Winterbauer?

  And Kathy Mullen, who worked for Henson. Wendy Meidner married Brian Fraud, Lizzie, if you remember, concept artist.

• 58:50Lizzie Bassett?

  Got it, yes. And produced the baby that is abused for most of Labyrinth.

• 58:54Chris Winterbauer?

  That's right. So Meidner and Mullen also helped Frank operate Yoda during filming. So Freeborn, Stuart Freeborn, was given the Yoda assignment. This is Freeborn's account, quote, "One morning by Lucas, who said he'd be back in the afternoon to see a mock-up before he flew back to the US." With input from Frank Oz, who would weigh in on how the puppet needed to be able to move, Freeborn decided to work with what he knew. And Lizzie, I'd love to show you a photograph of Stuart Freeborn.

• 59:18Lizzie Bassett?

  Oh, he's Yoda. It's his face. It's just him. Wow.

• 59:23Chris Winterbauer?

  He's such a cute man.

• 59:24Lizzie Bassett?

  Very cute. Yeah, he, wow. Okay. That's literally Yoda's face.

• 59:29Chris Winterbauer?

  So Freeborn modified a sculpture of his own head. He added eyes modeled after Albert Einstein, large eyes to convey intelligence. He thought about giving him a mustache, but didn't. He still has like a little wisp of a soul patch underneath his lip, if you look at it.

• 59:42Lizzie Bassett?

  He could use some tweezers.

• 59:43Chris Winterbauer?

  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 gonna hate it. But Lucas said, yes, that's it. Only, maybe not exactly. According to Nick Mailey, 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, you know, finalize it. According to Mailey, 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.

• 1:00:26Chris Winterbauer?

  They were controlled by direct cable control.

• 1:00:29Lizzie Bassett?

  Oh.

• 1:00:29Chris Winterbauer?

  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 Fraud, Wendy Meidner, did all the eye movements according to Frank's meticulous direction.

• 1:00:42Lizzie Bassett?

  Oh, cool.

• 1:00:43Chris Winterbauer?

  The things I want to mention on the design side, my favorite design as a child was the AT AT, as I call them, or the AT AT, as some people insist on calling them, the big walkers, the four-legged walkers.

• 1:00:52Lizzie Bassett?

  Oh, yeah, of course.

• 1:00:53Chris Winterbauer?

  At the beginning, Joe Johnston really was key in designing these, and he pulled from Sid Mead's incredible concept art from this old US Steel promotional brochure. I'd like to show you a photograph, Lizzie, because you can really see the influence here. So that's Sid Mead's concept work.

• 1:01:08Lizzie Bassett?

  Oh, yeah. Okay.

• 1:01:09Chris Winterbauer?

  And you can see, like, the way the legs are jointed, you know, is very similar.

• 1:01:13Lizzie Bassett?

  Yeah, totally.

• 1:01:13Chris Winterbauer?

  And then for the Tauntauns, they actually did talk early on about building an actual walking build or a marionette, but they went with Phil Tippett's new animation technique, which you've discussed, Lizzie, Go Motion, which is stop motion where they add motion blur. And they actually filmed an elephant for reference on the AT ATs, and they filmed a horse for reference on the Tauntauns. And then they, of course, use a mechanical Taunton in the close-up shots.

• 1:01:36Lizzie Bassett?

  Right. The AT ATs, I think, look amazing.

• 1:01:38Chris Winterbauer?

  They're amazing.

• 1:01:39Lizzie Bassett?

  The Taunton is slightly less successful, but still very fun.

• 1:01:42Chris Winterbauer?

  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.

• 1:02:16Lizzie Bassett?

  Oh, okay.

• 1:02:17Chris Winterbauer?

  So he was in a car accident, he had reconstructive surgery. I do think he looks noticeably different. I still, he's a very handsome man.

• 1:02:25Lizzie Bassett?

  Yeah, it's not bad, but you can tell.

• 1:02:27Chris Winterbauer?

  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 it placing the scars on his face and whatnot.

• 1:02:39Lizzie Bassett?

  It has to, yeah.

• 1:02:41Chris Winterbauer?

  I don't know. I don't know if I buy that, but that is what he said. So Hamill had done, you know, a little movie Corvette Summer, and he'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 I actually liked quite a bit as a kid, but neither really lifted his profile.

• 1:03:16Lizzie Bassett?

  Can I ask, did Carrie Fisher already have Blues Brothers when this was under discussion? Because that's the same year. It's 1980.

• 1:03:22Chris Winterbauer?

  I don't think she had it yet when this was under discussion.

• 1:03:25Lizzie Bassett?

  That is a very funny Carrie Fisher role. That is very different.

• 1:03:29Chris Winterbauer?

  So basically, you know, according to casting director Fred Ruse, there was this theory around town that Harrison was a fluke, that he couldn't be a leading man, that women didn't find him attractive, which is kind of insane. Yeah, he said that when he'd suggest Ford to his filmmaker friends, they'd say, "No, no, no, no, no. Who else?"

• 1:03:44Lizzie Bassett?

  That's nuts.

• 1:03:45Chris Winterbauer?

  Yeah, Ford was hesitant, but he says that after he met with Lucas Fisher and Hamill, and they talked about the story, you know, he was in. And he also said that he felt a moral obligation to his friends to do this movie. But other actors didn't feel that moral obligation. You know, Anthony Daniels, who played C-3PO, was feeling really slighted after the first film. You know, folks had insisted that C-3PO was entirely mechanical, and he was not landing, you know, the roles that he wanted to. David Prowse, 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 Prowse get sole credit for portraying Vader, saying that his voice was only a special effect. And to be fair, Lucas did replace the voices of a number of actors, and I want to get into Prowse's more complicated relationship with Hollywood when we cover Star Wars: Return of the Jedi.

• 1:04:28Chris Winterbauer?

  There was one important new cast member, Lizzie. Who would that be?

• 1:04:33Lizzie Bassett?

  Lando Calrissian?

• 1:04:34Chris Winterbauer?

  Lando Calrissian, Billy Dee Williams, Han's old buddy, old pal. Now, some people had claimed, or charged, that A New Hope was racist. The Force of Evil is dressed in all black, voiced by a black actor. The droids are treated like slaves and call a young white man master. There were no black characters beyond Vader's voice. Billy Dee Williams was coming off of a run of successful films, including Lady Sings the Blues and the bingo-long traveling all-stars in Motor Kings, which was written by Lucas's friends Hal Barwood and Matthew Robbins. Now, in an interview with Jet Magazine, Williams says he jumped at the chance to play Lando Calrissian, originally called Lando Kadar. 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,

• 1:05:19Chris Winterbauer?

  and at least in the bracket draft, that is very much true. It's never specified. And George Lucas had actually said that he had considered hiring a black actor to portray Han when making A New Hope. And I actually think Billy Dee Williams would have been a great Han solo as well. He totally fits the vibe. It seems like Lucasfilm marketing head Sid Gannas said publicly, "Look, we're just looking for a romantic hero. The race does not matter." And that was enough for Billy Dee Williams to say, "Okay, yes, I'll accept this. I want this role because I am right as the romantic hero, not because you need a black actor and I'm a black actor."

• 1:05:56Chris Winterbauer?

  And finally, Lizzie Alec Guinness turned down the chance to return. He was in poor health, suffering from eye problems, and doctors advised him to stay out of bright light. We'll get back to him in a minute. So by the time production begins, where do you think the budget is, Lizzie?

• 1:06:08Lizzie Bassett?

  I don't know, 10, 12, 14 million?

• 1:06:11Chris Winterbauer?

  18, 20 million, depending on the source. Now, there had been a fire in late January at L Street Studios. Stanley Kubrick's The Shining, an entire stage burned down. We discussed that in our episode. So Star Wars lost that stage and another stage they'd been expected because Kubrick moved and then went a million years over schedule. And that's to be okay because the team is starting in Norway. So filming began on March 5, 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.

• 1:06:53Lizzie Bassett?

  Yep.

• 1:06:54Chris Winterbauer?

  There was a hotel for the cast and crew, then two bases, one halfway up the glacier at 3,000 feet and another at the top. Between the bases, there's a track lined with poles spaced 10 feet apart. So imagine something like going up Everest. The group would have to inch its way by tying ropes to people and tying those ropes to the front of the track vehicles and they would move forward 10 feet, find the next pole along the path and then the whole line would move forward 10 feet. Oh my God.

• 1:07:17Lizzie Bassett?

  Horrible.

• 1:07:18Chris Winterbauer?

  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 snowdrift in front of the hotel would change. So it wasn't obvious that they were repeating the same location.

• 1:07:30Lizzie Bassett?

  Ooh, a new location, yeah.

• 1:07:32Chris Winterbauer?

  Sometimes apparently Kirchner would just point the camera out the door of his hotel room so he didn't have to leave his hotel room. I just want to go through a couple of the weather related problems. So the crew would dig trenches for the battle scene, but before they could shoot, it 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 wearing seven layers of clothing the entire time.

• 1:08:17Lizzie Bassett?

  Yeah, you're wearing a diaper for sure.

• 1:08:19Chris Winterbauer?

  So Gary Kurtz said, "Well, we've run out of things to shoot. Let's invite Harrison Ford to set." Whew, notably a bit of a surly guy.

• 1:08:27Lizzie Bassett?

  Yeah.

• 1:08:28Chris Winterbauer?

  Harrison Ford probably didn't love this. Basically, from what we've read from multiple sources, it seems like the intention was never to film with Harrison Ford in Norway. They were going to shoot all of his snow scenes on the stages at Elstree. But they ran out of scenes to shoot because of the weather condition. So they give Ford a couple hours notice and then he hops on a plane, transfers to a train, stops at a ski resort 30 miles from Finse. Because the other railroad lines were cut off due to avalanches.

• 1:08:51Lizzie Bassett?

  Great.

• 1:08:51Chris Winterbauer?

  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 Ford the rest of the way.

• 1:09:00Lizzie Bassett?

  Oh man, I bet he was thrilled.

• 1:09:02Chris Winterbauer?

  He was thrilled. So when they left Finse, they'd completed 52 setups, accounting for seven scenes and 7 minutes and 39 seconds of final screen time.

• 1:09:10Lizzie Bassett?

  Oh my god.

• 1:09:12Chris Winterbauer?

  And things were only gonna 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 10 new sets that did not exist at the beginning of production while shooting. And they still have to deal with the weather on the stage. Lizzie, when you're in a bog, you gotta make?

• 1:09:41Lizzie Bassett?

  Swamp?

• 1:09:42Chris Winterbauer?

  Fog!

• 1:09:43Lizzie Bassett?

  Fog!

• 1:09:43Chris Winterbauer?

  Very good! They were pumping out mineral oil to create the fog, which made it hard to breathe, so Kurtz and Kirschner are walking around like Darth Vader in gas masks.

• 1:09:53Lizzie Bassett?

  Great.

• 1:09:53Chris Winterbauer?

  Could you check that again, please?

• 1:09:54Lizzie Bassett?

  No gas masks for the cast.

• 1:09:56Chris Winterbauer?

  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.

• 1:10:08Lizzie Bassett?

  Okay, good.

• 1:10:09Chris Winterbauer?

  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.

• 1:10:16Lizzie Bassett?

  Oh no.

• 1:10:17Chris Winterbauer?

  Like they're shooting the X-wing being pulled out of the water, and the wings collapsed because they'd been made of wood and they weren't waterproof. And it took 10 hours to rebuild for a six-second shot. Now, at first, Lucas kept his distance. He'd only visit set every few weeks, and he wasn't telling Kirschner what to do. In fact, Kirschner went to Lucas and he said, "Should we cut pages? Like, we need to get back on schedule." And Lucas said, "Don't do anything, just keep shooting." But that was not what he was telling producer Gary Kurtz. He was saying, "Oh my god, tell Kirschner to hurry up, tell them to get back on budget and on schedule." And I just think Lucas didn't want to be confrontational with Kirschner. He obviously respected him, but he was very willing to say, "Gary, Gary, Gary, you need to go tell this guy to hurry up, hurry up right now." But Kurtz didn't do it. He agreed with Kirschner's vision. And the few times he did intervene between Kirschner and Lucas, he tended to take the director's side.

• 1:11:02Chris Winterbauer?

  And I think that Lucas was realizing that perhaps his new job was more stressful than he'd anticipated. But to be fair, Erwin Kirschner was dealing with a lot. Not only did he- Of 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.

• 1:11:31Lizzie Bassett?

  Oh, no.

• 1:11:31Chris Winterbauer?

  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.

• 1:11:43Lizzie Bassett?

  Yeah.

• 1:11:43Chris Winterbauer?

  And she said at one point she weighed about 85 pounds.

• 1:11:46Lizzie Bassett?

  Oh, my god.

• 1:11:47Chris Winterbauer?

  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.

• 1:12:00Lizzie Bassett?

  Wow.

• 1:12:00Chris Winterbauer?

  She really rewrote a lot of the Han and Leia dialogue. Never tell me the odds. Come on, admit it. Sometimes you think I'm right.

• 1:12:06Lizzie Bassett?

  Wow.

• 1:12:07Chris Winterbauer?

  You know, she really, I think, was the one, I don't want to give her full credit. Castin wrote a ton of this, obviously, but I think she really knew her dynamic with Ford.

• 1:12:15Lizzie Bassett?

  Well, that makes sense.

• 1:12:16Chris Winterbauer?

  Especially since it had a romance.

• 1:12:17Lizzie Bassett?

  Yeah.

• 1:12:18Chris Winterbauer?

  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.

• 1:12:26Lizzie Bassett?

  Yeah.

• 1:12:26Chris Winterbauer?

  And it sounds like he didn't get along very well with Kershner. Not that there was acrimony, but Hamill was frustrated that Kershner changed his mind quite a bit. So before they know it, the production's 30 days behind schedule. They're $5 to $6 million over budget and Bank of America is refusing to lend them more money. And Lucas is terrified that he's gonna have to go to Fox for help and lose ownership of the movie.

• 1:12:45Lizzie Bassett?

  Mm-hmm.

• 1:12:46Chris Winterbauer?

  So for a while, they pay everyone every other week instead of weekly. And then eventually they get a $500,000 loan from Lucas's merchandising company, Black Falcon. And that's not enough, so they eventually have to refinance the film with the Bank of Boston. And according to some sources, this is when he did have to go back to Fox and give them a few more points so they would help guarantee the new loan. But to be clear, he's still the ultimate guarantor. He's the one that will face bankruptcy if this goes under. According to other sources, this happened later because they went again over budget later in the production. So 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. Kirschner to move things along, to rewrite and condense scenes. They actually lost a couple of sequences when reels of film were ruined in the development process and came out too muddy.

• 1:13:29Chris Winterbauer?

  He then watched editor Paul Hersch'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 what he admitted was that he was angry because they were right. It didn't work.

• 1:13:48Lizzie Bassett?

  Yeah.

• 1:13:48Chris Winterbauer?

  All he wanted to do was speed things up and he couldn't do it because the pace that Kirschner and cinematographer Peter Sishtowski had set and what they were trying to accomplish took time.

• 1:13:58Lizzie Bassett?

  Well, in fairness to them, what he has created takes time. Like just the expectations that he set at the beginning of this process were completely unrealistic for everyone, including himself. Like he could not do this.

• 1:14:08Chris Winterbauer?

  Now, some good news. Alec Guinness did come around during production and he says, "I'll do half day's 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 Star Wars 2. It's still rubbishy stuff, but seeing what I owe to George Lucas, I hadn't the heart to refuse." He didn't like it.

• 1:14:26Lizzie Bassett?

  He's like, "I'm so rich."

• 1:14:28Chris Winterbauer?

  Yeah.

• 1:14:28Lizzie Bassett?

  Yeah.

• 1:14:29Chris Winterbauer?

  So in August of 1979, pressure on the production is peaking and they start shooting with Yoda. So the puppets finish 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.

• 1:14:42Lizzie Bassett?

  Yeah, he's huge.

• 1:14:43Chris Winterbauer?

  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.

• 1:14:53Lizzie Bassett?

  Wow.

• 1:14:54Chris Winterbauer?

  And meanwhile, the rest of the team are moving his ears, eyes and hands. So according to Mullen, they shot an interior at Yoda's house, or his little hobble, and they go to watch the dailies and it's terrible. And Frank Oz says that what happened was he was way too expressive. They had to pull him way back. He was probably much closer to a Muppet at the beginning.

• 1:15:11Lizzie Bassett?

  Right. Yeah, his face like barely moves, which I do actually like.

• 1:15:14Chris Winterbauer?

  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.

• 1:15:22Lizzie Bassett?

  He looks like my one-year-old child at the beginning and he's literally just pulling shit out of the bags, moving around.

• 1:15:27Chris Winterbauer?

  Like when he's crouched over with his butt out, like it's so good.

• 1:15:30Lizzie Bassett?

  I love him.

• 1:15:31Chris Winterbauer?

  So our researcher just texted me and he said, "Yeah, he was very used to doing Miss Piggy." And so he was not used to doing the more subdued Yoda. We should also mention here that George Lucas didn't want to use Frank Oz's voice. Let's listen to Frank Oz talk about this.

• 1:15:44Speaker 05

  By the way, George didn't want my voice in the beginning.

• 1:15:49Speaker 05

  I gave him a tape. He said, no, thank you.

• 1:15:52Speaker 05

  And in post-production, for about a year, I heard that he was auditioning voices for Yoda. He had no intention to use me for voice. And then I was on my honeymoon with my first wife about 25 years ago or 30 years ago. And he said, Frank, maybe could you come out? I don't know why. Could you come out? I think we'd like to try your voice. And so I flew back and recorded Yoda.

• 1:16:14Chris Winterbauer?

  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 Erwin Kershner 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.

• 1:16:32Lizzie Bassett?

  Oh, my god.

• 1:16:32Chris Winterbauer?

  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 Kazangian, 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.

• 1:16:49Lizzie Bassett?

  Wow.

• 1:16:50Chris Winterbauer?

  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 note, 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 Kershner 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.

• 1:17:27Lizzie Bassett?

  I know.

• 1:17:27Chris Winterbauer?

  So one of them preferred "I know," and the other one preferred Han to reply with, "I love you."

• 1:17:32Lizzie Bassett?

  No.

• 1:17:32Chris Winterbauer?

  They shot both versions. Who do you think preferred which?

• 1:17:35Lizzie Bassett?

  I'm guessing Kershner preferred "I know," and Lucas preferred "I love you."

• 1:17:39Chris Winterbauer?

  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.

• 1:17:49Lizzie Bassett?

  Yeah.

• 1:17:49Chris Winterbauer?

  And Lucas elbows Kershner 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 Kirschner worked out that line as they were rehearsing the scene together.

• 1:18:12Lizzie Bassett?

  Makes sense.

• 1:18:13Chris Winterbauer?

  I've read that, like, you know, Han just whipped it out. I don't believe that's accurate.

• 1:18:16Lizzie Bassett?

  No, probably not. So Marcia Lucas not involved at all in this one, is that correct?

• 1:18:22Chris Winterbauer?

  So Marcia 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 Kirschner's instincts. That makes perfect sense because Marcia was in many ways a humanizing force for George Lucas. And I'll briefly recap the story of how, you know, he basically made American graffiti as a dare that she gave him to say, hey, look, why don't you try to make a movie that resonates emotionally with people? And Lucas said, oh, that's easy. I can do that with my hands tied behind my back. And sure enough, he actually could. So anyway, Marcia Lucas was involved in the edit. We don't know exactly the extent.

• 1:19:04Chris Winterbauer?

  So they do a preview in mid-April of 1979, and I'd like to read some of the summarized comments because I do think it really captures what makes this movie kind of unique and special and who it speaks to. So from the men under 10, or boys, as we'll call them.

• 1:19:18Lizzie Bassett?

  Yeah, what?

• 1:19:19Chris Winterbauer?

  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.

• 1:19:26Lizzie Bassett?

  Sometimes gross.

• 1:19:27Chris Winterbauer?

  It was kind of sad when Han Solo turned to ice. Why are you making me fill this out? This is from the girls. You should have less violence, or if you have violence, make it funny violence. I do not like it as much as Star Wars. I didn't like the ending. Why did you make us wait so long for this one? Men 16 to 20. It's one of the few sequels as good or better than the original. Females 16 to 20. I hope you find Han Solo.

• 1:19:49Lizzie Bassett?

  Yeah, that's right.

• 1:19:50Chris Winterbauer?

  And then as you get older and older, they tend to be more appreciative of the themes as you age the audience up.

• 1:19:57Lizzie Bassett?

  I will say, this movie feels quite a bit more adult than A New Hope does.

• 1:20:02Chris Winterbauer?

  Absolutely. And I think it's very interesting, as we'll get to, how much Lucas swings back in the other direction with Return of the Jedi.

• 1:20:09Lizzie Bassett?

  Yep.

• 1:20:09Chris Winterbauer?

  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's 36th birthday.

• 1:20:32Lizzie Bassett?

  It's insane.

• 1:20:33Chris Winterbauer?

  Lucas, of course, used the four weeks between releases to actually change the movie and add a couple of shots to clarify where Princess Leia and Luke are on the medical frigate relative to Lando Calrissian and Chewbacca leaving on the Millennium Falcon to go find Han. And I'm sure they just gave everybody at ILM a heart attack with this request. Now, Lizzie, here's a fun fact. Like the audience, David 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."

• 1:21:06Lizzie Bassett?

  Ah!

• 1:21:07Chris Winterbauer?

  James Earl Jones dubbed the big reveal.

• 1:21:10Lizzie Bassett?

  Well, yeah. I mean, there's no reason that they couldn't change all of his lines.

• 1:21:14Chris Winterbauer?

  I think that's so cool.

• 1:21:15Lizzie Bassett?

  Wow.

• 1:21:16Chris Winterbauer?

  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.

• 1:21:23Lizzie Bassett?

  Great. Oh, yeah. Yeah, they Wuthering Heights'd it.

• 1:21:27Chris Winterbauer?

  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 Erwin 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 ripoffs and imitations, we got the real McCoy, and it's something rare, a sequel that works." But unfortunately, he called out Billy Dee Williams' casting as an apparent response to the charge that the first Star Wars film had been accused

• 1:22:08Chris Winterbauer?

  as being racist by some, which is exactly what Billy Dee Williams did not want people to think, which is unfortunate.

• 1:22:14Lizzie Bassett?

  He's so good.

• 1:22:16Chris Winterbauer?

  He's wonderful. Now, Lucas's original budget of $8 million looks insane in retrospect. Lizzie, any guesses as to where we landed?

• 1:22:22Lizzie Bassett?

  35.

• 1:22:23Chris Winterbauer?

  Very good. Just over 30, is what I've read.

• 1:22:26Lizzie Bassett?

  That sounds right, by the way, and not unreasonable for this movie.

• 1:22:30Chris Winterbauer?

  It does. 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 vs. Kramer.

• 1:22:41Lizzie Bassett?

  Wow.

• 1:22:42Chris Winterbauer?

  Movie we need to cover.

• 1:22:43Lizzie Bassett?

  God, yeah, that did really well.

• 1:22:44Chris Winterbauer?

  A very popular movie. It became the third highest grossing film of all time, behind

• 1:22:49Lizzie Bassett?

  Jaws and A New Hope.

• 1:22:51Chris Winterbauer?

  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.

• 1:23:29Lizzie Bassett?

  Yeah.

• 1:23:30Chris Winterbauer?

  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.

• 1:23:55Lizzie Bassett?

  It's the duck on water thing. Like, you're totally right. He does seem so cool and collected and, and sort of emotionless at times. But then, when you actually hear the real churn of his life and what's going on and, 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.

• 1:24:29Chris Winterbauer?

  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 penny wise 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."

• 1:24:50Lizzie Bassett?

  Well, he didn't have it. Yeah.

• 1:24:51Chris Winterbauer?

  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 on the line in the end. He did spend all of the money and The Empire Strikes Back remains suggested for inflation, one of the most expensive independently financed films of all time. And again, though, to his credit, Lucas could also be extremely generous. As you mentioned, Lizzie, yes, he did yell at Gary Kurtz behind the scenes to intervene with Irvin Kershner, but it seems like ultimately he wouldn't cross that line himself.

• 1:25:23Lizzie Bassett?

  Yeah.

• 1:25:24Chris Winterbauer?

  He also didn't take a screenplay credit on the movie. Instead, he left it to Lee Brackett and Lawrence Kasdan. And in September of 1981, Lee Brackett posthumously won the Hugo Award for her work on The Empire Strikes Back,

• 1:25:36Lizzie Bassett?

  No.

• 1:25:37Chris Winterbauer?

  which she had not won in 1956. So with that, we conclude our coverage of Star Wars: Episode V, 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?

• 1:25:54Lizzie Bassett?

  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 Freborn 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.

• 1:26:12Chris Winterbauer?

  Oh, when he's twerking through his supplies. It is so good.

• 1:26:16Lizzie Bassett?

  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 in this.

• 1:26:32Chris Winterbauer?

  They're both like great breaths of fresh air.

• 1:26:33Lizzie Bassett?

  Yes, yes. And which is much needed in this sequel. I mean, it makes sense. We're, you know, retreading some old territory, except for these really magical characters, particularly Yoda. So yeah, I'll give it to them. I think it's, it's an amazing performance by Frank Oz, both the voice and the actual puppeteering. It's incredible creature design. I just love him so much. There's a reason that he is what he is, you know, and it's, it's those guys. So that's what went right for me.

• 1:27:00Chris Winterbauer?

  Well, then I will give mine to Irvin Kershner, 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.

• 1:27:22Lizzie Bassett?

  Yeah.

• 1:27:22Chris Winterbauer?

  I think this movie, it has such rhythm, it has such pathos, it has great stakes. As we mentioned, it looks great.

• 1:27:30Lizzie Bassett?

  It's very funny.

• 1:27:30Chris Winterbauer?

  It's very funny.

• 1:27:31Lizzie Bassett?

  The comedic timing is very good.

• 1:27:32Chris Winterbauer?

  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.

• 1:27:39Lizzie Bassett?

  Right.

• 1:27:40Chris Winterbauer?

  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 and obviously a very smart guy, but this was a real leap of faith. That was, that was a big risk for him to try to take this movie on. And I think he did an amazing job.

• 1:27:59Lizzie Bassett?

  He did.

• 1:27:59Chris Winterbauer?

  So mine goes to Urban Kirchner.

• 1:28:01Lizzie Bassett?

  Absolutely. Well, thank you so much, Chris. That was great.

• 1:28:05Chris Winterbauer?

  Of course. Tell the folks at home what we're covering next.

• 1:28:08Lizzie Bassett?

  We are covering Viacom in Biavenue, Viacom, which I also just watched the other night. And who, boy, I cannot wait to get into this one. We're going back to Bob Fosse, asshole extraordinaire and incredible director for Cabaret.

• 1:28:22Chris Winterbauer?

  That's right.

• 1:28:23Lizzie Bassett?

  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 gonna talk about Bob Fosse next week. Or if you would like bonus episodes, you can subscribe on Apple or Spotify. And with that, you get one free bonus episode every month, at least. Oftentimes it's more. If you want to go the extra mile, you can join our Patreon and for $5, $5 only, you get access to an ad-free feed, plus those bonus episodes, plus additional things from Chris. There's newsletters, there's a lot of stuff going on over there. And then if you want to really

• 1:29:04Lizzie Bassett?

  go the extra, extra mile, you can, for $5, you can get a very special Star Wars shout out, just like one of these.

• 1:29:15Chris Winterbauer?

  Hmm, this podcast makes itself it cannot, not without the support of many. Oh smatter not, for my ally is the audience, and the powerful ally it is. Their energy surrounds us and binds us. Luminous beings are we, not this crude matter. Adrian Pang, Korea. Angeline Renee Cook. Patrick Erhardt. Ben Schindelman. Blaise Ambrose. Brian Donahue. Brittany Morris. Brooke. Cameron Smith. Seigre Spie. Chris Lille. Chris Saka. David Friskalanti.

• 1:29:59Chris Winterbauer?

  Conkling, Darren and Dale. Don Scheible. Hmm, M. Zodia. Evan Downey. Felisa G. Film it yourself, there is no try, only film. Frankenstein. Garen and Miguel, The Broken Glass Kids. When a trip to Brown Town, The Casting Crew. Grace Potter. Afraid Hound. James McAvoy. Jason Frankel. J.J. Rápido. Dory Hill Piper. Jose e Milano Saltol del Giorgio. Karina Kanaba. Kate Ellington. Amy Olgaslager McCoy. Lazy Freddy.

• 1:30:44Chris Winterbauer?

  Lana, LJ. Lydia Howes. Mark Bertha. Hmm, Mary Poses Humans. Matthew Jacobson. Michael McGrath. Nate Ashley. Nate the Knife. Rosemary Southward. Earl Jur. Sadie. Just Sadie. Scott O'Shea. Somon Chinani. Steve Winterbauer. Suzanne Johnson. The Provost Family. The All. Sound like O's and Tom Kristin. Wow, that sounded almost as good as Lizzie's Yoda impression.

• 1:31:26Chris Winterbauer?

  And by almost, I mean, not nearly, but I had to give it a shot. Thank you so much to all of our Full Stop supporters for making this show possible. And we are thrilled to be coming back at you in a week with Cabaret. In the meantime, listen to our review this Friday on The Devil Wears Prada Dose. Episode six, The Devil Wears Prada Two, Still Wearing Prada.

• 1:31:48Lizzie Bassett?

  Can't wait.

• 1:31:48Chris Winterbauer?

  We're really excited to talk about that movie.

• 1:31:49Lizzie Bassett?

  Yes.

• 1:31:50Chris Winterbauer?

  Thanks, guys.

• 1:31:50Lizzie Bassett?

  Bye.

• 1:31:54Speaker 06

  To support What Went Wrong and gain access to bonus episodes, subscribe on Patreon, Apple, or Spotify for $5 a month. Patreon subscriptions also come with an ad-free RSS feed. You can also visit our website, whatwentwrongpod.com for more info. What Went Wrong is a Sad Boom Podcast presented by Lizzie Bassett and Chris Winterbauer. Host production and music by David Bowman. This episode was researched by Jesse Winterbauer and edited by Karen Krebsaw.