All language subtitles for Star Wars Episode V (1980) 4K HDR Eng

This is George Lucas.
I was the executive producer...

of The Empire Strikes Back...

and developed the story
for this part of the saga.

I'm the director of Empire Strikes Back,
Irvin Kershner.

I'm very happy to have
this chance to talk to you all.

And I'm Dennis Muren,
visual effects supervisor at [.L.M.

Empire was certainly
my favorite film...

and by far the most
difficult one to work on.

I'm Ben Burtt. I was the sound designer
and supervising sound editor.

And I'm Carrie Fisher,

one of the actors
In The Empire Strikes Back.

[Lucas]
This was the first time I was able to put...

the number of the episode on the film...

and the actual title where it belonged,

When we did A New Hope, the studio
wouldn't let me put that on there,

'cause they felt it was
too confusing for the public.

This is the second chapter,
and it's the middle of the first trilogy.

Therefore, it actually has
a lot of challenges...

that the first chapter
and the third chapter don't have,

which is, there is no beginning
and no end.

[ Kershner] When George asked
me to do The Empire Strikes Back,

I at first said no.

The idea of following Star Wars
seemed kind of forbidding.

How do you make a picture...

that's better than Star Wars?

George said that
this would be my picture.

He would stay in California
with the special effects.

And so I finally said yes
and went up to the ranch...

and started meeting all the people.

And by the time I was finished,

which was about two-and-a-half
or more years later,

I realized I'd just had...

one of the great experiences
of my life.

You guess at everything.

You guess that the script
will be good,

that the actors you chose
will be right.

You guess that you'll have enough money
to finish the picture,

and after every scene you guess
that this is the scene that will work.

It's a hell of a way
to spend millions of dollars.

Suddenly, I found myself in the snow...

on a glacier in Norway.

[Lucas] Had lots of blizzards.
It was very, very cold.

It was very challenging
on lots of levels,

This was also when we tried to move
into the land of stop-motion animation.

We'd done a little bit of it
in the first film,

and in this film
I was able to take it to...

being a principal character
with the tauntauns.

[Muren ] This shot here was one of the hardest ones
for me in the whole show, figuring out how to do that.

But it opened a door, sort of,
for creatively trying to figure out...

how to accommodate George
with his ideas about how to do things.

[ Kershner]
As we started the picture,

what was uppermost in my mind
was not the special effects.

Of course everything froze up there.

The tauntaun wouldn't move.

The breath that was supposed to
come from his nostrils...

froze up, didn't work.

George had told me,
“Don't expect things to work.”

And that was very good advice.

[Lucas] Mark, at the end of New
Hope, had been in a car accident

and I knew that Mark was going to...

look a little bit different
than he did in the first film, but..

my feeling was
that some time has passed.

They'd been in the rebellion,
they'd been fighting, that sort of thing,

so the change was justifiable.

As the story turned out, there's a scene
in the beginning of the film when...

Mark gets beat up by the monster,
which helps even more.

But that wasn't the main emphasis...

of why we wrote the monster
in the beginning.

It was just— we needed something...

to kind of keep the film suspenseful
at the beginning...

while the Empire is finding them.

[Kershner] Here was a shot of
the tauntaun coming into the hangar.

And somebody had to run
with a cut-out of a tauntaun...

from the hangar door,

through the hangar...

that we would be
putting the tauntaun in...

so we would see the speed...

and see who would not
get in front of the tauntaun...

so they could do the special effects.

[Lucas] Kersh wanted to take the
film on a slightly more serious tone...

than what I had done
on the first film,

but without taking it completely out
of the Saturday matinee fun kind of film...

that the first film had been.

He just wanted to get a little deeper
into the characters...

and make the jokes
a little less flippant,

which I think we managed to do without
making it less fun than the first one.

[Kershner] But my main
concern was how to characterize...

these people that you already
had met in Star Wars.

That was the tough one.

I wanted humor, I wanted emotion,

I wanted the people to be interesting—

And here we were in the ice tunnels,

and the love affair was going on.

How do you get humor
into these scenes...

and yet have that serious quality?

You had to believe
that these people were alive...

living in this improbable place...

and really feeling
what we feel today.

They were feeling love,
rejection, abandonment.

They were feeling all the things
that we all—

I hope we all feel in our lifetime.

Larry Kasdan, who had
rewritten the script entirely,

understood this
and wrote some very good scenes,

which still needed interpretation,
let's say.

[ Chuckling ] And the interpretation is
what bugged me, what kept me awake nights.

[Lucas] I think Kersh was able
to bring in a lot more character...

with the droids and Chewbacca,

make them integral characters
and not allow them to get pushed aside.

The first film centered on the droids,

so it was very easy, on this film,
to have the droids disappear.

And one of the challenges was
to keep them front and center,

even though the story isn't told from
their point of view, like in the first film.

[Burtt]
I remember, for C-3PO, of course,

we have the motor sounds of 3PO
walking and moving about..

where we actually went out
and bought just the door...

from an old Cadillac Eldorado,

which had the motors in the door
which operate the window up and down.

It was that window motor
that we used for 3PO walking.

[ Kershner] C-3PO, I realized,
was going to be comic relief.

He was my Shakespearean character.

And I did crazy things...

like putting his hand
over C-3PO's mouth.

Well, that wouldn't stop a
microphone, but— [ Chuckles ]

or a speaker,
but it appeared to work.

It had that element of humor...

that I was looking for constantly.

[Lucas]
Well Star Wars isn't sci-fi at all.

It's a space opera,
which is a subgenre.

It's sort of halfway
between science fiction and fantasy.

The motif! used to tell these stories
was the Saturday matinee serial,

which is a particular genre that was
very popular in the 30s and '40s.

I wanted it to look just like that.

Those were— at least the Flash Gordon,
Buck Rogers kind of things—

were space operas.

Some people like to call them
comic book stories,

but they aren't comic book
under the superhero genre.

They're comic book
in the very early part of the century...

when adventure serials first started.

We'd had a number of problems
with shooting the snow monster.

We could never quite
get the suit to work right,

and so we kind of made it
50 it was very vague.

It wasn't till later that we were able
to create a good monster suit...

that was more realistic-looking...

and bring the creature in here
a little bit more to the forefront.

so that it was more threatening
and more interesting.

[Kershner]
And here was the first instance...

of the power that Mark had—

the power of a Jedi,
which gradually...

develops through the film.

He had to get out of
a difficult situation,

and here was his lightsaber,

and he willfully makes it
Jump into his hands...

and, of course, lops the arm...

off of the ice creature.

Which kinda worried me
because I think kids...

would be very upset by this,

but, like all fairy tales,
and of course this is a fairy tale,

there should be frightening things.

[ Fisher]
[ used to do these retreats,

and I did a retreat where
one of the things they taught was...

that the unconscious mind doesn't know
the difference between dreams and films.

What you'll respond to
in a film, emotionally,

Is the same thing—

It will release
a kind of emotional content...

that will— will be primal for you,

will have something to do
with your childhood, blah-blah-blah.

And he bore that out.
He showed us films—

Well one of the films—
Some of the films he couldn't show...

when I was there was Star wars.

But he showed all these other films,
Quest for Fire, a Jot of Steven films—

It was sort of true that it was
space fantasy. I suppose...

a lot of it was responded to because it
was like fairy tales for a modern society.

And— And because you're watching
characters act out—

heroes act out something that you're
very happy to watch and identify with.

[Kershner]
Poor little R2-D2, all alone...

wondering where his friend is.

Which kind of proves
that he has emotion,

which is what I wanted.

I wanted everyone to reveal
their emotional side,

robots included.

And the first day of shooting
was about 20 degrees below zero,

and we had to start shooting
with Mark.

We started the day
by putting the camera...

in the doorway of the hotel
after clearing away a mountain of snow.

And he went out in the snow
and did some runs,

and he fell in the snow
and crawled and saw Obi.

But it was all seconds— running out
in the snow and running back.

We were all nicely ensconced
in back of the doorway...

where the camera was shooting out.

But snow is snow,
and you can't tell the difference.

[Burtt]
The tauntaun voice was concocted...

from a recording
of an Asian sea otter named Moda.

It's a very small little mammal,
probably less than a foot long,

but with a very loud
and shrill voice.

And the small sea otter could almost
speak with a “wah-wah” kind of voice,

which we pitched down a bit
and used for the voice of the tauntaun.

Although he does admit that his own range
is far too weak to abandon all hope.

Your Highness, there's nothing more
we can do tonight.

The shield doors
must be closed.

[Kershner] Closing the door I
wanted to make into an event..

because it was closing off
their closeness.

Now, here is another case
of emotion...

where the two robots really care about
what's happening out in the snow,

and the how! of Chewbacca,
to me, was very important.

That was an emotional outburst,

[Lucas] One of Kersh's other challenges
was to create more emotion in Chewbacca.

I think that was accomplished
in a great way with his sadness...

over Han Solo... being missing.

Don't worry
about Master Luke.

I'm sure
he'll be all right.

He's quite clever, you know,
for a human being.

[Kershner] After the film was
finished I shot Alec Guinness,

and that was a joy.

I noticed that between takes...

Alec Guinness would sit in this chair...

and study a little book
that he had.

So I asked him at one point
to change a reading, and he says,

“Could you give me
a few moments, please?”

He sat in the chair, opened up
this little book, and I wondered,

“What's he looking in this book for?”

I looked over his shoulder.
He had every line printed out by hand...

with little markings over the words...

where he wanted
to change inflection or emphasis.

[Muren]
We have some tauntaun shots here also...

when the taun is running along
in this blizzardy snowstorm,

What you're really seeing is—
you're looking through a piece of glass...

on the tauntaun with some spray on it
to look sort of snowy.

And the background's just white,

and the feeling of snow was done
with lighting on a white background.

The tauntaun is animated
sort of one frame at a time.

[Burtt]
Some of the effect of the blowing snow...

was created in the soundtrack...

by actually using a recording of surf
along the ocean side.

And if you laid down a track of the surf
and then occasionally swelled it...

up and down,
as if there were gusts of wind,

you got a sound
which read as swirling snow.

[ Kershner Chuckling I
This is another moment...

when he cuts open the tauntaun in order
to put his friend inside to keep him warm.

It's an old trick that Indians did...

and Eskimos of putting themselves
into the body of a beast...

to stay warm through
the coldest part of a night.

Of course the smell
was pretty bad,

and that's how the line came up
of Harrison's—

Ah!| thought they
smelled bad on the outside!

And here they were,
out in a real snowstorm...

on top of Norway.

[Lucas] I'll say one thing
for the actors in this film—

they all looked very cold
because they really were very cold.

One of the great difficulties
of doing the special effects...

on this particular snow planet
Is we were doing...

white objects
on a white background,

which had really never been done before,
in terms of matting.

And so it was very hard
to hide the matte lines.

[Muren] These backgrounds here that
LL.M. was given were shot in Norway,

and we had to put
our miniature snowspeeders in them.

This was really hard stuff
at the time we were doing it.

You know, blue screen photography
has never been very easy.

And the compositing—
putting the scenes together...

and getting rid of
the blue lines around things—

was always incredibly difficult to do.

Now, in the digital world,
it's much, much simpler,

and the work is much, much better.

Many of these scenes where you see
the speeders flying along...

are programmed
with motion-control cameras...

moving very, very slowly
past the models.

We might take three or four hours to
program the motions of one speeder...

and then maybe five minutes shooting at slow
speed to shoot it against a blue background.

From then it would be
a few days and weeks of work...

to get all the mattes working and get
them combined with the background.

Then we would have to
put shadows in underneath them...

that were sometimes animated
and sometimes a separate exposure...

of the real model on a white card
that would then be...

placed optically underneath the one
to look like it's casting a shadow...

on the background
that was shot in Norway.

[Kershner] In this scene,
where Mark is in the tank,

he almost got killed.

They had a light
right over the tank,

which was open on top,
with the water bubbling,

and just before he went into it,

the thing cracked,

and these huge pieces of glass
came tearing down into the water—

very heavy—

and if he had been in the tank
a few minutes later...

I don't know
if he would have gotten out of it

[Lucas]
We were very conscious of the fact...

that we didn't want to drag
this thing down into a dark morass...

that was significantly
tonally different than the other film.

But we wanted it to be more
sophisticated and deal with the fact..

that the film is going
in a darker direction.

So the goofy giddiness
of the first film...

was toned down dramatically
in this film,

and it was replaced with
a kind of slightly more mature humor.

She expressed her
true feelings for me.

My—

[Kershner]
Here is a scene where I had a chance...

for emotion, humor
and characterization.

The actors had to
make it believable.

This was a fairy tale,

but the best kind of fairy tale...

is one where you believe the people.

And of course,
when she kisses Mark,

oh, jealously rears its little head.

C-3PO understands it,

and so does Chewbacca.

And it sets up scenes for later,

including the third film.

The actors that I chose in England...

were British.

There were just
a couple of Americans.

What I wanted to do...

was make all the bad guys British
and all the good guys American.

But sometimes
I didn't have the actors,

so I had to use British actors
and put American voices on them,

But a lot of the picture was dubbed...

because there was
so much noise on the set...

with the special effects,
with the chains and the steam and all.

Burtt of course, took care of all that.

[Burtt]
We're always doing new explosions,

and when the probot blows up, one of
the principal elements in that explosion...

is a big sheet of plywood...

which we snapped out in back
of the building in the parking lot..

and added it in
on top of the explosion itself.

We dubbed it
the “wood crack attack” explosion.

[Kershner] This is the kind of
scene I like to do with people.

I like to fill up the frame with the faces.

There's nothing more interesting
than the landscape of the human face.

[Muren] Here's the scene
when you suddenly realize...

that these massive Star destroyers
are not so massive after all.

This was quite a design problem...

that Joe Johnston, myself
and a lot of people worked out...

to try to make
these huge Destroyers look small.

We did it with the shadow,
which really helped give you a sense...

that there was something much,
much bigger out there,

which, of course, is Darth Vader's ship.

So, design-wise,
these were interesting.

And here's the new Darth Vader ship
that we made just for this film,

[Burtt] I remember when [ first heard
the title— The Empire Strikes Back.

I think George mentioned it to me...

some months prior
to the filming taking place.

And I wasn't so sure
he was serious about the title.

For some reason, it seemed such an
extreme, pulp-sounding title to me,

like an old serial chapter.

Of course, I've since realized
that, well, that's what we were making.

We were making big versions
of the old serial chapters...

which had titles like “Human Targets”
or “Fate Takes the Wheel'...

or “The Crimson Ghost Strikes Out”
or something.

So it was fitting that this title
was what it Is.

[Lucas]
I had the sequel rights...

that I'd gotten almost by accident
on the first film.

I got them because I wanted to make
sure I could finish these other movies,

thinking that I was gonna
have to struggle to get them made.

I didn't want them
to have the right to say no.

As it turned out,
they became extremely popular,

so the problem became
Just the opposite,

which is they wanted to take it over and make
it their way and I wanted to make it my way.

So the struggle became one of
who was gonna control the picture...

as much as anything else.

[Kershner]
And here's another chance for humor,

About all I had to work with
on the ship...

was a little welding torch.
[ Chuckles ]

That's the only thing
that would give me something dramatic.

We tried to keep exposition
down to a minimum...

because you didn't need much.

The story is quite simple.

The people aren't,
but the story is simple.

Not simple-minded,
but not so complicated...

that you need a lot of explanation.

That gives the director a chance
to work on the characters,

to work on little moments
of improvisation, staging...

instead of having to have
these long-winded speeches...

about exposition.

[Lucas] We were very concerned,
'cause it was a darker story.

And I was very concerned,
especially at the end of the story,

where the hero loses and...

has this stunning revelation
about his father...

and also has his hand cut off

It's a pretty down ending...

and not at all like
the ending for the first film.

But it is the second chapter,
and that's the way it was.

I had to do that in order
to get to the third chapter.

In a lot of ways
I think it hangs together better.

We did have the advantage
of having been through it once,

and this was our second attempt at
refining how everything goes together.

The first film
was extremely experimental...

in terms of just how we went about
making the movie...

in terms of special effects
and production values.

And I was really under a lot of stress
from the studio and everybody...

and had very, very little money
to work with.

I had about half the budget that this was.

Ultimately, it was even less than that.

[ Fisher] The interesting thing,
too, about shooting this movie was...

you now had this weird,
never-before luxury...

of shooting a film
you knew was gonna be a hit movie.

So now we're shooting this film, and...

it's sort of extra fun...

because you're making a film that..

has become this phenomenon.

And it was a phenomenon then.
And so...

it was, I guess,
a little bit more kicked up...

because it was this kind of goofy—

You know, everybody wanted to know
what was gonna happen,

and it had become this type of film
that had never been done before.

This was the longest speech
on the planet Earth.

I had no idea what I was talking about.

“Several ion cannons will fire a blast
at the shield of the blah—"

Then I was in the gobbledygook
of George's typewriter.

So / am desperately hoping...

that I can remember this speech.

I had no clue
as to what I was talking about.

Understood?

Good luck.

O.K. Everybody
to your stations.

Let's go.

[Kershner] And here now
Is the most important thing...

about this climactic scene.

The preparation for a battle...

Is what makes the battle work.

The battle itself you expect

You expect the action.
You expect to see a lot of violence.

But the preparation...

gives you the buildup, the emotion...

to be interested in it..

and to care about what happens.

And, of course,
the preparation is a drumbeat...

that continues...

until the actual violence.

[ Chuckling ]
I love the way that ship that gets away...

looks like it's a leftover from 1930.

But that's these poor people.

They don't have all the money
of this Empire that's after them.

This is supposed to remind you...

of all the war films you've seen...

where the pilots
get into their planes...

and they're gung ho...

because they're young
and they know they're gonna win.

So this is very much
war film stuff

So that it's not something special...

that takes place in the future—

You recognize it.
It has a familiar feel

[Burtt] The approaching walkers
was one of the most satisfying...

sequences to work out with sound...

because it involved
the unseen menace...

of these giant walking machines
as they first appear on the horizon.

The thumping of the legs coming
was made up of several elements,

The first was an artillery explosion
we had recorded in Oklahoma—

a very distant thump
of the explosion.

That was mixed with the rhythmic sound
of a metal shearing machine.

But the walker itself also needed
a slightly squeaky leg sound,

and I found that
going out to get the newspaper...

in front of my house one morning.

I opened the lid on the Dumpster
left by the refuse collecting company,

and that squeaky lid made such
a good sound that I recorded that,

and that became the other element
of the walkers,

[Lucas]
The walkers, if anything,

were inspired by the original novel
of War of the Worlds,

where the Martians walked on—

Like giant spiders,
they walked on legs.

I was trying to come up with a way...

of making this battle
different and unusual...

without putting tanks
and normal military stuff in there...

and came up with the idea
of giant walking machines.

They're tall because I wanted the
speeders to be able to fly under them...

to make a more dynamic
kind of battle out of it

And again, I was struggling with
the fact that in the first film...

I had this big space battle
at the end of the movie,

but in this film
there wasn't anything like that.

[Muren] The approach I took
for the walking machines...

was to do them stop-motion animation.

There was some talk
about doing them motorized,

but I think we'd still be working on that
if we'd tried to make real walking machines.

Everyone got together and made
the models, the walking machines—

probably about two feet high,
and the legs...

about two inches wide, each one,

Just big enough for a hand to grab it..

and be able to move it one frame
at a time, from one position to the next

The backgrounds are massive, beautiful
paintings done by Mike Pangrazio,

sometimes 15, 20 feet wide.

And the aerial shots, when you're looking
down at the walking machines...

Is a large set, probably about
30 feet square, with trapdoors in it

So the animators could, between frames,
pop up through the trapdoors.

[Kershner] You notice when
he pulls down this periscope...

it's very much the same
as on a submarine.

This is one of the joys
of this film,

that there's a familiarity
to everything.

I mean, here he is wearing an outfit
that could very much be a pilot today.

[Muren] The snow that's on the
ground for the stop-motion shots...

is made up of these little microballoons,
tiny, tiny particles...

that I think were used for filling in paint,
thickening it, something like that.

Sometimes we used flour and then,
with paintbrushes, very carefully...

manipulated it around so that
it'd look like it was snowbanks.

But never wanting to touch it
between each frame, accidentally even.

If someone put their elbow there, the
snow would jump to a different position...

and it would look really “fake-o.”

[Kershner] This is a
wonderful moment when it falls,

and they're so happy
for a moment.

[ Chuckling ]
The explosions are very necessary, I think.

There's a certain satisfaction
at seeing things blown up,

especially bad things.

And the kids do respond to it.

This is, again, Chewbacca with Han Solo.

Always having a fight,
always having problems.

But they love each other.

And here he is
saying good-bye to R2-D2.

“Take care of yourself.”
[ Chuckles ]

Which anybody would say today with
a friend that's going off to do battle.

[Burtt] The snow battle involved
the production of a lot of new effects.

The sound of the lasers
firing from the walkers...

was actually a little snippet of a sound
that an old biplane motor makes...

when you crank it up
to a high RPM. rate...

and then you kick in the motor
mechanically.

That sound of it kicking in—
a squeaking sound—

is what's used
for the walker lasers,

The sound of the speeders
steady in flight..

was derived from a recording
of the LA. freeway...

recorded through
a vacuum cleaner pipe.

I put a microphone inside it
and pointed it at the distant freeway.

It was that sort of phasey sound
that I got that was used...

as the sound of the speeder steady.

[Kershner] And here's our
hero in trouble— in bad trouble.

But we gotta follow him,
because he's the one that leads us...

into battle and out of battle.

Landing was done right there.

We brought that little machine
up on the snow.

Of course, the legs
were put in later... in the studio.

[Muren] This was a difficult shot when
the walker steps on the snowspeeder.

We had real footage of Mark
Jumping out of the snowspeeder,

and we had to actually have the speeder
crushed in the background.

So that required quite a bit—

I remember, quite a bit
of hand rotoscoping...

being done on that shot
to get that to work.

[Kershner]
Now we're inside the ice chamber,

and, of course, all these effects
are actual stage effects.

We had to have the smoke,
we had to have the things falling.

When the building shook,
that was the camera shaking...

and the people went with it.

Rather primitively,

little sparks are what you need...

to show that there's fire
and danger.

And so, wherever possible, use fire and sparks.
Sparks— lots of sparks.

[Muren] This is an exciting sequence
coming up when Luke gets pulled up.

Any of these scenes that we have around
now in the sequence are pretty neat.

You have people running underneath
the big walker machines.

It's sort of like working
on an old King Kong movie.

This is a little stop-motion Luke being
pulled up on an animated cable.

Actually a drawn animated cable,
not a miniature one.

[Kershner] This was built
in the studio, this piece.

And he was hanging there
underneath this giant thing,

and he fell into the real snow.

[Muren] We had a larger
walker here for the scenes...

when the pyrotechnics go off.

This is again our 5-foot walker
we made just for explosions,

And it's sort of a cute idea
the way it collapses here...

falling over on its side.

One time we talked about
its rear legs collapsing...

and it would just sit down.

But that was deemed a little too comic,
but could have been cute.

There's nothing like big giant creatures
attacking people.

It's really fun to look at.
Still is today.

[Lucas] The one fortunate thing about
Star Wars is I've always been able to...

pretty much tell the story without
any interference, even the first one.

In the studio Alan Ladd, Jr.
was very cooperative...

in allowing me to do what I wanted.

But since the first film,
there had been...

a continuing change of management
through the rest of the movies.

You don't always have
a guarantee just because...

you have a good relationship
with the studio at one point...

that two or three years later
you'll still have that relationship.

Fortunately, I was able to be immune
from that kind of corporate turnover.

Because this film was not
a traditional sequel—

it was just the continuation
of a story—

and because it didn't have
a beginning and an end,

it had a unique structure where
a lot of the big action sequences...

are early on in the movie,
and it ends on a personal note.

These are things I'm not sure
a studio would have gone along with...

if they had their say about
what was gonna happen...

and what was not gonna happen.

[ Kershner] And they're running away.
So, lots of explosions, lots of sparks.

[ Chuckling ]
You need sparks.

And they just about make it,

with poor C-3PO trying
to keep up with them.

But it's pretty hard in that suit.

Poor C-3PO—

always left behind.

This becomes a running gag,
and you need running gags...

to create humor,

[Lucas]
I didn't have to put pressure on Kersh.

I think there was a lot of pressure
on him to say...

“I want this to be
the best movie it can possibly be.

“I don't want to drop the ball
on the franchise.

I don't want to not make this
better than the first film.”

[Kershner] And here is Han Solo.
Always in trouble with his ship.

Now, you notice when he banged
the ship that all the lights went on.

Well, that's one of the oldest gags
in the world.

You know, here's a high-tech thing
that goes faster than the speed of light...

and he gives a hit on the wall
and all the lights go on.

[ Chuckling ]
The current—

I don't know how many people
catch it, but I love it. [ Chuckling ]

These are the moments
that I was trying for.

The other thing that
you guess at is the timing.

Within the scene,
the rhythm of the actors,

the rhythm of the speech,
the rhythm of the movement,

the rhythm of the staging—

this is locked in time.

This is the biggest guess of all.

This shot here is the only shot...

that was done outside in London...

in the whole film after Norway.

Norway was exterior,
and the rest of it is all on the set...

except for that one thing.

[Muren] One of the things we were
trying to do on Empire was come up...

with new dynamics for the spaceships
and the snowspeeders to fly.

Different ways
of photographing them also.

We tried a shot where we had an X-wing way
over on the right-hand side of the frame...

and bank and exit way over
on the left-hand side of the frame...

without the camera really doing much
of a camera pan.

That was done to give
a more dynamic look to it.

We were trying all the time to come up
with different ways to make these—

this shot right here— different ways
to make the spaceships look.

To give the scale to the Star destroyer
we put a lot of the TIEs...

and the Millennium Falcon
right in front of it...

so you could really see how big
that Destroyer was behind it

Essentially, there were three scales:
There were the TIEs and the Falcon,

the bigger Star destroyer,

and then on top of that
the massive, massive Darth Vader ship.

This was fun here, this sequence where...

we're trying to show
these ships so massive,

Just barely being able to maneuver
and turn around.

Conceptually, it was difficult
figuring out how to visualize this.

But we came up with some neat angles
looking up at it...

so you could get a sense of the Falcon
falling down with the TIEs...

and up above seeing the near misses
that were going on.

[Kershner]
Harrison, in these scenes...

when they go into the meteor field
was talking very fast.

When we went to dub him
back in Hollywood later...

he asked me to go check the projector.

He said, “You know,
[can't talk that fast”

He says the projector's running slow.

Well, of course, the projector
was running at the right speed.

And I said,
“You were speaking that fast..

because the adrenaline was high,
you were doing the scene.”

“I can't do it ” he said.

And so we kept running the A.D.R. over
and over, and finally he got into it

And, of course, he could talk that fast.

And he did it

And bang! The thing falls on his head,

We don't see it but we know it.

[Lucas]
One of the things I wanted...

was to begin to progress the love story,

but I couldn't really resolve it...

until the third film.

It's the progression
of a love story that...

never goes anywhere
in this particular movie.

In the end, he confesses his love
for her, and that sort of thing,

but it isn't, when we get
to the next movie,

that they're madly in love,
or it resolves itself in any way.

It's just a very subtle movement
of the emotional relationship they have.

That's always been a difficult thing
in this particular story...

because the love story
is a very thin factor in all of these.

Subtle in the first film. Move along
on a very thin note on the second.

And a very slight resolution
in the third film.

Mostly Saturday matinee serials
had no love story at all.

The love story was “Hero meets
heroine and they fall in love.”

There's no dialogue or anything.
It's sort of a given.

“Oh, you're the hero? I'm the heroine.”
“Oh, okay. Let's kiss.” [ Chuckles ]

Th-There was no real depth to it at all.

And not much time was ever spent
on the love story aspects of it

[Muren] We managed to elaborate
this from the original ideas...

and have this big drop in here
where you go down into a canyon.

Originally, this was just flying
over the surface.

I thought it would be neat
to go into a crater,

then into a narrower part of it,
and then on your side like this to get out.

And this has been copied in a lot
of films since, that same idea.

But it was just a way to make
the sequence more interesting.

And then, to have a better reveal
for this right here.

So, you have your own little moment,
you think you're safe,

and then you have a reveal for
the escape hole that you can hide in.

[ Kershner] I think this is
very beautiful, this move here.

The major problem that I did have
on this film...

was that this is the second part
of a trilogy.

And the second part of a trilogy—
it's a quieter film.

Like the second part of a symphony, or...

the second act of a play.

It's more characterization
and less action.

And the problems are explored.

It has to be an advertisement
for the third one.

It has to lead to It...

seamlessly, effortlessly.

I always had that in mind.

[Lucas]
The thing about Dagobah was...

that in the original story
that came out of New Hope...

at this point in the story
Obi-Wan Kenobi counseled Luke...

on how to become a Jed
and the nature of the Force...

and to really learn about the Force.

But because of the situation
In New Hope...

I decided that
there wasn't very much...

for Obi-Wan Kenobi to do
in the last part of the picture,

and I felt it would be
more dramatic to kill him off

I would then figure out what to do
in the next movie when I got there.

So, here I was, in the next movie,

in this section, the middle part
of the section where...

Luke learns to use the Force
from a Jed,

who was supposed to be Obi-Wan.

And I'd killed him off,
so [ couldn't do that anymore.

So, I invented this new Jedi, Yoda.

And in order to sustain...

what I figured was gonna be
a lot of long, talky scenes,

I wanted to make him
a rather unique alien character...

so he was fun to watch.

And, because he was supposedly
one of the greatest Jedi of all time,

I wanted to make him very small...

and very “un-fedi-looking,”

so that it'd be a real surprise
when you discovered...

that this little frog-like creature
on the side of the road, so to speak,

turns out to be this great Jedi master.

But it really came out
of the problem...

I had in killing off Obi-Wan Kenobi
in the first movie.

Not technically killing him off,
but having him join the Force... at will.

[Chuckles |

The issue of consciously
Joining the Force,

which is a theme
that runs through these films,

and being able to retain
your personality, your individuality...

once you've gone over
to the other side...

is part of the story that gets explained
in the first three films.

And here it's—
becomes kind of a mystery...

because it's never really explained
how and why that happens.

[Burtt] Dagobah is a place
where there's a great opportunity...

for the sound designer...

because you can create an unseen world
that's off camera.

You can give it a vastness
which is not really there.

I started out with some recordings
of birds done at a zoo,

but they were in a very echoey aviary.

When you slowed down the recording
of the echoey birds,

they became spooky howls
which really had the right feel.

But mixed in with that
were a lot of other little animals,

We had some recordings
done of raccoons...

done in a bathtub
in order to confine them...

so they wouldn't run away
from the microphone.

I remember in the original production
track that we get from the set...

that, of course, R2 doesn't beep
in all these scenes...

but rather you'd often hear
the director, Irvin Kershner,

making beeping sounds
to cue the actors.

And it was kind of fun to hear that.

He was imitating, as best as he could,
sounds from the first Star Wars movie.

[Kershner] Here's an intimate
scene between the two.

He cleans off his little eyepiece.

Whoop!
[ Chuckles ]

And out comes the mud and water.

[Lucas] It was very important in this
movie at this point for us to realize...

that Darth Vader was a human being.

That he wasn't a robot. He wasn't
some kind of monster. He wasn't an alien.

Because in the first film, you didn't
know what he was, You never saw him.

After going through that with Kersh,

he came up really with this thing
of having him put his helmet on,

which was really nothing more
than a setup for the next movie.

[Kershner] That to me is
the way to show Darth Vader.

I can see him with his helmet
and I wonder what the hell's underneath.

Is it just an ordinary man?
Or is it pieces of a man?

And that's what happens to the audience
when they don't see too much.

Here they are inside of a wormhole.

Now you see when they're moving?
I'm shouting, “Right! Left! Right!”

And they throw themselves
in the direction I'm saying.

If say, “right,” they throw
themselves to the right,

and the camera, which is being
held by hand, moves to the left

So, it looks like the ship is moving
and they're moving.

And they're listening for my—

Whoop! I said, “Right.”

Now, this was a chance
to get her into his arms.

Which, of course, is a lovely moment.
We're all waiting...

for something
to happen between them...

and this is the buildup.

This is the second time that
they're together...

in a big close-up.

No, she's resisting it. Oh, yes.

Now here we are on the planet...

which is muddy, water—

foggy always.

There's no sun ever.

[Lucas] The classic mythological
motif that goes through...

a lot of stories through history...

Is that the key mystical character...

is an animal by the side of the road
that seems very insignificant...

that when the hero comes past,
he's kind to.

Where most people
pass that creature by—

they ignore him, or they belittle him,
or cast aspersions upon him—

the hero is kind to him.

And by being kind to him,
the hero gets the magic...

that the character
on the side of the road has.

In this case,
I was playing that motif.

more literally than I had
in the first film.

It's kind of what Obi-Wan Kenobi is
in the first film as the old wizard.

But here it's much more
the magical frog, so to speak.

There was a huge challenge with this.

I didn't want Yoda to look
like a man in a suit.

And so I made him
two-and-a-half-feet tall,

which would have been impossible,
you know, to put anybody in.

And in England we had worked across
the street from I.T.V,

which is where Jim Henson's group was,

And we knew Jim Henson.

So, / asked Jim if he thought
it would be possible...

if we could get together and create
a realistic-looking puppet.

and make it work.

He thought about it,
and thought it was an exciting idea.

He thought it might work.
So, he helped advise us on this.

He recommended that Frank Oz be the
puppeteer. He said he's really the best.

[Kershner] Stuart Freeborn,
with the help of the Henson group,

he created the head.

Which, by the way,
he later said was a portrait of me.

And I didn't see myself in this,
but he did.

But I sure could see Stuart Freeborn,
the maker of Yoda.

I mean, it's like a spitting image.

[Lucas]
Jim Henson and myself...

and Frank Oz and Stuart Freeborn
and Kershner...

moved around to create...

something that seemed
completely impossible...

when [ first came up with the idea
of a 2-foot-high Jed.

[Kershner]
Yoda here is a mischievous little toad,

which is character,

And without that character,
he's just nothing. He's a puppet.

[Burtt] Cutting the voice of R2 in this
sequence with Yoda was a lot of fun...

'cause there were comical moments
and interplay between Yoda and R2.

It was really just almost a madness...

when you had this little,
impish new creature appearing...

and then you had a robot
that beeps and hoops.

Having the two of them argue
and fight over the stick and the objects.

[Kershner]
He really is... childlike,

which is I think
why children love him so much.

[ Chuckling ]
I love when he's beating on him.

This is all part
of the characterization.

He's a curious child...

who won't give up something
that he's found.

[Lucas] It was one of the scarier
things in the movie, 'cause...

if he looked like Kermit,
we would have been dead.

We were just terrified that he was
gonna be this shocking new character.

You didn't know how we did it

I think when it first came out
that was the impression.

People just couldn't figure out
how we'd created this character.

But it was struggling with
this character...

that took me to
the next level of saying,

“Gosh, I wish I could get
that character to walk.”

He can't walk more than a few feet
because he's really a guy on a hand,

It takes a lot of work
to get him to go anywhere.

That was what started me on the idea
of creating digital characters...

that could actually move freely
on a set without having to have...

the whole scene
blocked around the puppeteer.

[ Kershner]
Now we have the problem of the ship.

And, of course,
C-3PO figures it out pretty well.

I believe, sir, it says
that the power coupling...

on the negative axis
has been polarized.

But Han Solo can't take
advice from a robot.

So, he just tells him,

hey, uh, check the whatever it is
you're supposed to check...

that he just heard from C-3PO,
you see.

Which is, again, a very old gag.

And that's why it works,

Now, here we have the love scene.

This is...

the third part of the setup.

You can tell she loves him.

I mean, it's obvious to everybody.

But, no, she's going to resist him.

And that's what the scene's about

And, of course, what he wants
Is to kiss her.

And a kiss in this film is almost
equivalent to intercourse.

Not to the children,
but to the adults.

[ Chuckling ]
I think.

[Fisher]
Harrison, by the way—

he doesn't like doing
screen kissing at all.

And I don't think I'd ever done it.

Right before we shot this, he told me
he had done a screen Kiss...

where he put oysters in his mouth
so that when he kissed the person...

he slipped a few oysters
into the person.

So, / was looking forward
to the kiss,

as you can imagine,
with great excitement.

Certainly, he had
the upper hand, as it were.

[Kershner]
And she resists to the end.

But it's getting closer.
And it happens!

Oh, what a joy. It happens.

And there is that stupid robot...

coming in at the wrong moment when
he could have continued having fun.

[Lucas] I always liked the
moment in this scene where...

an asteroid hits
one of the Star destroyers.

Then when we go to the briefing
with Darth Vader...

one of the guys gets killed,

The image flickers off.

The Nazis are basically
the same costumes...

that we used in the first film.

They're designed to be authoritarian
and very military— very Empire-like.

You'll see, as time goes on,
they don't really appear...

in the movie about the Republic,
which is the first three movies.

You don't have that same kind
of militaristic look...

because in the first three films...

the Jedi are the ones who keep peace
in the universe, not the military.

[Burtt] The most critical job that
any sound designer can have...

is the selection of the right sound
at the right moment.

You don't just put in every sound
that you might possibly justify...

at a given moment in the movie.

The ear couldn't sort them all out
You have to be very selective...

and pick just the right things,
orchestrate them at the right moment,

And it's often dictated, Just
as it is in music, by convention...

and by the history that preceded it,
as to what you do.

In Star Wars, many things in it
are derived...

from science fiction movies
of the past

Things that came out of
the Flash Gordon serials...

or Forbidden Planet or movies
that I loved as a kid growing up.

The recordings done at
Ken Strickfaden's... laboratory...

ended up being used all over the place
in Empire Strikes Back...

and in subsequent Star Wars films.

That is, the recordings I made
of the old Frankenstein props...

made back in the 1930s which belonged
to their inventor, Ken Strickfaden.

It was on this film that I met him.
I went to his home...

and recorded all of those devices.

It was a tremendous array
of unusual electrical sounds.

Some of it was used,
well, just here and there.

[Kershner] R2-D2 wants to
know what's going on inside...

50 he gets up on his tippy-toes.

[ Chuckles ] We had to do a
special rig to make that happen.

I said, “I want him to get up
on his tippy-toes.”

So, they worked all night
and made him get up on his tippy-toes.

[ Chuckling ]

And here we were shooting
in this little set.

I mean, we were all on our knees.
It's very small. It has to be.

[Lucas] All these scenes with
Yoda are written around the puppet.

So, they're staged around the puppet
in the little house...

in places where
we could actually...

cope with the technicalities
of how you do these scenes.

I wanted them to be
a little bit of variety...

'cause they all take place
on one part of one planet.

By having inside, outside,
in confined spaces...

and not moving around too much,
we were able to deal with the puppet.

Kersh did a great job with this.
He had a real connection with Yoda.

One of the reasons Yoda works
as well as he does in this...

Is 'cause Kersh believed
in him so much.

And believed in what he was saying,
and believed in him as a character.

So he didn't just slough him off
and give up...

or think of him ever as a puppet.

[Kershner]
Yoda for me was...

a zen master.

The things he says—

war does not make one great
and things like that..

are sort of little bits of Zen.

I think people react to that.

[Lucas] One of the more
fun aspects of his character...

Is that he starts out as
this funny little creature...

and then he turns into
this wise old Jed.

And he does it in this scene.

He's goofy in the beginning,
and then he just turns,

You can see him go from
being wacky to being very wise.

Frank Oz did a brilliant job
of acting in this picture.

We tried, actually, to get him
an Academy Award nomination,

and the Screen Actors Guild said
puppeteers aren't actors,

which I thought was outrageous.

A lot of acting started out as puppets
and puppeteers in the old days.

You know, a few thousand years ago.
Before the Screen Actors Guild.

But it's a great, brilliant performance.
And it's acting. It's the best of acting.

[Kershner] Underneath the set are
about six television sets in a circle.

Frank Oz and his puppeteers—

they're pulling strings that make
the ears work, the eyes work.

And they're watching the screens.

I'm on top next to the camera
with earphones...

so / can hear,
and I'm watching on a monitor...

and I'm watching them
at the same time.

So, I'm seeing what they're seeing
down below through the camera.

And it's pretty tricky shooting.

[Lucas]
This scene in the snake's mouth...

worked better on the page,
I think, than it finally turned out

It's a very hard concept to pull off:

I think it works, but I'd always
expected it would get a laugh...

when the ship flies out
of the creature's mouth.

But as it turns out,
most people are astonished,

[ Chuckles ]
And slightly confused, I think.

We never really got the reaction we were
looking for at the end of this scene.

/-It was based on
a mythological motif;

but as we put it together,
a-and as I wrote it,

I thought it was really funny.

You know, the revelation of it.

We never quite got that revelation
to be as humorous...

to the audience as it was to me...
when I first wrote it.

[ Chuckling ] Every once in
a while when you're writing,

you come up with an idea, write
it down and you laugh to yourself:

That's what happened to me
when I wrote this scene,

but it doesn't translate
as I had expected.

I was torn with revealing
what was going on before it happened,

but then the film itself
takes its own life,

and it demands that you do it
in a particular way.

It just wouldn't work—

The story isn't told in a way that
you could reveal that before it happens.

Because the film isn't about the snake.

Even the scenes in here
aren't about the snake.

The scenes are really
about Han Solo and Leia,

and they're more love scenes
and getting-to-be-intimate scenes...

than they are where they are
and what their jeopardy is.

[Burtt] This has to be one of the
few times in any Star Wars movie...

that we actually paid attention to
a life-support system on another planet.

You know, they never go anywhere...

except where
there's oxygen to breathe it seems.

Nobody ever needs a space helmet.

[ Kershner] There's these little
things that are metal-eating birds...

that are kind of dangerous.

All they are
are pieces of plastic...

being held up by fishing rods...

and swishing through the scene.

[ Fisher] Oh, that was a crew
member with a mynock on a string.

Now, this is all leaning acting.

[ Kershner]
I have to shout which way to go...

so the camera knows
which way to go opposite.

[ Fisher]
He says, “Lean to the right.

“Oh, lean to the left.. together.

And now— Oh! Lean to the right.”

It's like silent film.

“M.O.S. Lean to the left!

And now lean together.”

[ Kershner] All they're doing is
throwing themselves around...

according to my instruction.
[ Chuckles ]

Same thing in the ship. Now,

the difficulty was for C-3PO to do this
'cause he had limited movement

But there! There, he got it.

[Muren] We had a tunnel made
for the wormhole sequence,

probably about two feet across.

The camera would go through,
and then these teeth tell you,

“Hey, there's something else going on.”

When the worm creature sticks its
head out, what you're actually seeing...

is a hand puppet, probably about
six inches round, just popped it out.

We shot it high-speed on a little model
that was about six feet wide.

By putting the little spaceship in
that we shot blue screen,

it made the set look very big,
even though it was really pretty tiny.

[ Kershner]
Here is Luke in training.

I thought that the best way
to do the training...

would be for him to carry Yoda.

So we built a little one,
Just simply hangs on and doesn't move.

And on the close-ups he could move.

[Lucas] This scene is another example
of what do you do when you got a puppet.

You can't move around.
He can't run or walk or anything.

We came up with the idea of putting him
in a backpack so he could be carried.

With digital technology, we'd probably
have him bouncing along next to him.

[ Kershner]
But it did give me the chance here...

to have them stop... and talk.

[Lucas]
In a film like Star Wars,

to have maybe 10 minutes
of the film be lecturing,

explaining the Force, how it works,
the nature of the dark side.

There was a lot of
sort of philosophical bent...

in these Dagobah scenes...

and a bit of nervousness on
everybody's part that this would play...

and not put people to sleep.

I think part of it is having a unique
alien character that's fascinating,

having a performance by Frank Oz
that is believable and sincere.

It makes the middle of this movie
relatively soft...

next to what people expected
of the second film in Star Wars.

At the time, we had no way of knowing
whether it was gonna work or not,

'cause it was very “un-sequel-like.”

The risk I had was that
I put the action-adventure up front.

Say, okay, here's
the action-adventure part.

But from now on,
it's more gonna be a personal film...

where people are being philosophical
and worrying about emotional issues.

[ Kershner] He's still weak.
He's gotta be strengthened.

And Yoda's the one to do it.
That's his job.

Now he has to go
and explore a cave...

because he's in training,
and this is what Yoda tells him to do.

There's a seriousness
to Yoda's face here,

'cause he knows
what's going to happen.

Because, actually, he's setting it up,
what's going to happen in the cave.

Because Luke is going
to have to face himself his fears,

And when he tells him
you don't need the guns,

you don't need all that stuff—

Uh-uh. He's still a weak man.

He still needs guns and sabers.

That shows that he's still weak.

Anybody that needs a gun is weak.

[Lucas]
Part of going into the tree...

is learning about the Force,
learning the fact that...

the Force is within you,
and at the same time...

you create your own bad vibes.

So if you think badly about things...

or you act badly
or you bring fear into a situation,

you're gonna have to defend yourself
or suffer the consequences of that

In this particular case,
he takes his sword in with him,

which means he's going to have combat.

If he didn't he wouldn't,

He is creating this situation
in his mind...

because on a larger level.

what caused Darth Vader
to become Darth Vader...

Is the same thing that makes Luke
bring that sword in with him.

So just as later on we find out
that Darth Vader's actually his father,

so he is part of himself.

But he has the capacity
to become Darth Vader...

simply by using the hate and fear
and using weapons...

as opposed to using
compassion and caring and kindness.

That's the big danger of the series—
that he will become Darth Vader.

In this film when it first came out,
nobody knew that.

Nobody knew that
that was even part of the plot

And even when you find out in this
particular film that he's his father,

you don't quite get
what is really at stake,

except the metaphor that
he could become his own worst enemy.

It works as a sort of
philosophical metaphor,

but it also is a plot point.

[ Kershner]
Now, when he chops the head off,

we think this is really Darth Vader
at this point.

Now; you notice
it's slightly slow motion,

which makes it sort of unreal.

And he looks into the helmet.

and it's his own face,

which means that he's facing himself

He is his own enemy.

[Lucas] It was fun being able to introduce
these bounty hunters into the series.

In some of the original stories and
original struggling with the screenplays,

bounty hunters played
a more important role.

They pretty much got
written out of A New Hope.

So it was fun to be able
to get them back into this film.

They became the critical plot point
with Han Solo.

It had been set up in New Hope
with the Jabba the Hutt scene,

but / was never really able
to continue that story.

Boba Fett is popular
because he's mysterious...

and he's powerful...

and he's very much like
the man with no name...

from the Sergio Leone westerns.

[ Kershner]
Again, the ship didn't move...

because it was on rollers.

But they couldn't move it fast enough,
you see,

so we did it with the camera...

and a little jerking of the set.

But that didn't do much good.

Ah, look at the frustration.
Ah! Chewbacca's frustration is wonderful.

That means that he feels things.

Harrison really got into the part.

He was Han Solo.

He was in trouble.

He acted in trouble.
He looked like he was in trouble.

You notice how short the cuts are.

It's very necessary
to keep the rhythm of this film.

Now, the cuts are very short,

very little dialogue,

but on the staging of scenes
within the cuts...

I had to keep that rhythm going...

so it was the same pace,
the same rhythm.

And that, to me, was one of
the most frightening things...

about the whole shooting.

I was guessing.
Every director guesses.

“Is it the right rhythm?
Is the staging good?

Are we getting the point across?
Are we missing anything?”

And the cameraman is thinking
to himself, “Gee, is the lighting right?

Will the lab screw me up?”

There's always something.

[Lucas] Again, the challenge
in the Dagobah scenes...

Is to try to explain as much as I could
about the Force...

without it getting completely
didactic and boring.

But there are
certain aspects to the Force...

that need to define what a Jedi can do
that the other characters can't do.

And these scenes are
really set up to do that.

To say, “What is the Force?
How does it work?

What are the powers that the Force has?”

This particular scene
is one of my favorites.

Ultimately, I guess, it comes down
to the power of positive thinking...

or your belief system.

If you believe in something, then
it will work. If you don't, it won't

And part of getting something done
in life is to believe that you can do it.

A lot of the scenes, again, are very
old in nature and common wisdom...

told in all kinds of stories,

One of 'em is believe in yourself
and believe in what you're doing.

People used to pass on this kind of
information to the younger generation.

Frank's got a lot
of long dialogue scenes.

A lot of preaching and lecturing,
and he's able to pull it off.

with a certain amount
of panache and character...

that makes it very, very watchable.

[ Kershner]
When they were doing these scenes,

Mark could not hear
what Yoda was saying.

So on the rehearsals,
we put an earphone on him...

and he could hear Frank Oz
underneath the floor talking.

We rehearsed, rehearsed, rehearsed.
And then we did the take...

where he waited
and answered, answered, answered.

Here, he's using the Force.

Now, he used it once before...
in the ice cave...

to get the saber out of the snow.

But this is a big thing.
He's gotta pull this huge ship...

out of the water, the muck.

Now, the ship is, what,
20, 30 feet big?

It's only three and a half feet
of water, so it was all hinged.

There were frogmen under the water
pulling it under...

so it looked like the whole thing
was sliding under the water.

And now, we have
the great philosopher—

[Chuckles I
Yoda.

You see, there's
no real emotion shown...

except in the body movement,
the ears.

The way he blinks is important—

the eyes wide open or slightly shut

That's all we had to work with.

But Luke is so
beautifully in character...

throughout the film.

[Lucas] It's hard to believe when
you're starting into something—

It happens in a lot of movies.
Whenever you make a movie,

you're always looking
at parts of the movie and saying,

“Is this going to be believable?
Can you pull this off?

Or is the audience just gonna laugh
and say this is silly?”

Because you really don't know.
You're taking on a huge challenge.

I mean, you know it has
a very large chance of not working.

When you leap out there—
especially with something like Yoda—

And I did it in the first film,
centering the film around the droid,

having a copilot who's a large dog.

I mean, it's just everything.

Are people ready
for this kind of fantasy,

or will they just not go with it?

There's no way to know when
you're working on something like this...

about whether it's gonna have
that necessary...

suspension of disbelief,

or whether you're not
gonna get that far.

You're using the medium
in every way that you possibly can...

to make this become believable.

But in the end, I had to have a little
green guy who could act and perform.

It took every bit of energy—
creative energy we could muster...

to make Yoda happen.

[Kershner]
And here it comes out of the water.

And this took... 10 hours.

[ Chuckling ]
Everything kept falling apart.

The wings kept falling off.

The water wasn't right. I mean,
that shot was a killer. This was easy.

They just pulled it across
on a cable, you know.

R2-D2 looking up at the thing
in amazement.

No expression,
but you knew that he was amazed.

[Burtt] For sound, there's
always a wonderful moment..

where you take a scene
that's in Star Wars,

which is in a fantasy world
that has no ambience to it—

the machinery or characters
don't make the right sounds—

and for the first time,
you put in an ambience.

You put in the sound
of the vehicles or the voices,

And suddenly,
the movie is elevated...

to a much more
successful level of drama.

And those are magic moments,

They're a lot of fun.

[ Kershner]
This guy's had it. He's the ex-admiral,

He's just been killed by Darth Vader.

And, of course, the nice thing
about killing somebody like this...

is get rid of the body.

That makes it a real killing, you see.

If he had just walked away,
it wouldn't be as good.

[Lucas] It becomes a bit of a
humorous bit ultimately with Piett here,

who manages to survive
the whole thing.

At the very end, he expects to
get zapped too, but he doesn't.

I have to keep reminding people
that Darth Vader is evil...

because ultimately
he becomes sympathetic, sort of.

Especially in the next film. I didn't
want to lose contact with his evilness.

The easiest way to do that
was to kill anybody in sight.

[Muren] This was really cute, 'cause
this was a little tiny model we made...

to go onto the back.

This right here— go back
on the Star destroyer model.

This little Falcon is about an inch
and a half across, or two inches across.

This was a fun sequence too,
sort of how they're evasive and hiding.

It was pretty neat,
all these graphic images we get...

of these triangle-shaped Star destroyers
moving around.

[Kershner] Shutting off C-3PO there,
I think that's a wonderful moment...

because it means that
he's really a robot,

that they have
complete power over him...

and yet, they depend on him.

[ Fisher] This is pleasant because
for one thing, we're in agreement...

about turning off the robot

So I think we agree
for the first time in a million years.

And we talk sort of calmly
to one another...

for the first time, I think,
in the whole film.

And I smile at him slightly,

probably for the first time.

[Kershner] These little intimate
scenes in close-up I particularly like.

You see the little head
of C-3PO sticking out there,

eyes wide open, naturally,
'cause he can't close 'em.

[Chuckles |

[Lucas] The concepts,
the motifs and the themes...

in the first three movies
of this trilogy...

I've also tried to use in Episodes
/, ll and ll/ in different ways.

So they're kind of harking back
to something you've already seen.

Or, the way I'm telling the story,
it'll reverse itself,

which is you'll see something...

that Boba Fett's father will do
that you'll end up seeing Boba Fett do...

here in this junk scene.

I've got a lot of places
in the movie where you see a scene...

that's extremely similar
in the first trilogy...

that's in the second trilogy.

What it does is sort of set you up
for the event in the second trilogy,

even though I'm doing it in the reverse.

What I call sort of
reprises of ideas.

It's like a musical theme
that keeps repeating itself...

over and over again in different ways.

I've used that as a technique
throughout all six movies.

And even in between some of
these movies I will repeat things...

and have an actor sort of confront,
or a different character confront...

the same situation,
or have the same moral quandary...

and then watch
how he comes through it...

as opposed to the way
another character would.

[ Kershner]
Now, here's the training continuing.

Luke has to be able to do things
that he couldn't do before,

but he doesn't know that.

All he knows is that
he has to go and save his friends,

and this is what makes his character.

[Lucas]
It's pivotal Luke doesn't have patience.

He doesn't wanna finish his training.

He's being succumbed by his
emotional feelings for his friends...

rather than the practical feelings of...

“I've gotta get this job done
before I can actually save them.

I can't save them, really.”

But he sort of takes the easy route
and the arrogant route...

and the emotional,
but least practical route,

which is to say, “I'm just gonna go off
and do this without thinking too much.”

And the result is that he fails and doesn't
do well for Han Solo or himself

It's the motif that needs to be in the
picture, but it's one of those things...

that just in terms of storytelling
was very risky...

because basically he screws up,
and everything turns bad.

And it's because of that decision
that Luke made on the planet to say...

“I know I'm not ready,
but I'm gonna go anyway.”

[Muren] This was one of the hardest
sequences— the Cloud City sequence.

These backgrounds I'm pretty sure
were shot from a Lear jet.

Our ships were shot again
against blue screen.

Motion-controlled and put in.
But, boy, it was really hard...

to get the mattes to work and get the
lighting to match up and everything...

'cause it was Just so vivid
and colorful,

It was a pretty tough sequence.

Especially when they disappear into
the clouds, or come out of the clouds.

There really wasn't much
that we could do in those days...

to make the stuff look much better
than it did here.

Cloud City conceptually
was a pretty neat idea.

[Lucas] I came up with the idea
of a Cloud City as I was flying.

I spend a lot of time in airplanes
flying above the clouds.

I thought, “Wouldn't it be pretty if
you had a gaseous planet like Venus,

“Where's it's just a gas planet,
but all the cities...

Just sort of float
in the clouds of gas?”

[Burtt] Those people that
know the city of San Francisco...

might recognize the off screen sound
of some of the foghorns...

recorded out over San Francisco Bay,

which if you listen carefully...

are in the background
of the cityscape here...

in the audio track of Bespin.

[Kershner] This is special
effects. This is a miniature.

This is on the set—
where they come out.

Now, I had steam
constantly being shot...

out of the ship.

It doesn't make sense, in a way.

Here is a super-modern vehicle...

that can fly at
the speed of light, practically...

and there are little bits
of steam shooting out.

But it kept the thing alive.

[Lucas] Lando Calrissian
was created as a character...

who was a foil to Han—

who represents what Han was...

before he met Luke and Leia
in Episode IV.

One is a representation of Han
at the beginning of his transformation.

This is him sort of halfway through.

He is making the same mistakes
that Han would make...

if Han hadn't joined the rebellion and
become a little bit more compassionate.

He's the more “out for himself”
kind of character...

who has to do what's practical
to keep his life in order.

And now, Han is trapped
in a world between those two.

He's not quite as compassionate
and caring as Luke and Leia are,

but he's moved away from where he was,
which is where Lando Calrissian is now.

[Fisher] I rented my house
from Eric Idle in London,

and they were shooting
The Life of Brian.

He came home one of the nights
that we were shooting.

He brought home from there
what [ believe he called...

Tunisian Table Cleaner,
which was a beverage.

They gave it to the extras
in Life of Brian...

to make them... happy.

Harrison came over,
and the Rolling Stones came over.

I think we stayed up most of the night
and then went to work.

So when we arrived in Cloud City,
we were very happy to arrive there.

It's one of the few times
in all the films...

where we're all
smiling and smiling and smiling.

Eric to this day is very proud...

that he has affected
one of the scenes this way.

[ Kershner] C-3PO can't walk up or
down steps, 50 you notice he's not there.

He's trailing them.
But when you come around here,

C-3PO appears,
[ Chuckles ]

You have limitations because
that suit was a killer for him.

[ Fisher] And Billy Dee had a lot
of trouble remembering his lines,

so there was a lot of
getting into half of the line—

“Line!” You know, “Can I start over?”

This set was very pretty, actually,
but there was a constant somebody...

cleaning up the marks
on the linoleum or whatever it was.

[Lucas] This scene here
is again stressing the fact...

that Luke is making
a critical mistake in his life...

of going after—

to try to save his friends
when he's not ready.

There's a lot being taught here
about patience...

and about waiting for the right moment
to do whatever you're going to do.

And it ends with Obi-Wan and Yoda...

kind of feeling not good
about Luke's mistake...

and they were pinning
a lot of hope on Luke.

It sets up the fact that
in this series...

Luke could be expendable
at this point.

Maybe he's made his bad choice,
and he's gonna go off.

and something bad
is gonna happen to him.

Therefore, the idea that
there is another possibility here.

We don't need Luke to tell the story.
We can get somebody else to do it.

It's really designed to sort of
make you feel that Luke is expendable.

The problem with one of these movies—
it's like Superman—

If you got a hero who can't be killed,
then where's your drama?

Here, what I've done is said,
“Well, this guy can be killed.

Don't worry. He's not the
important one. There is another.”

It's a cheap trick, but it works.

[Kershner] He was afraid to put his
hand in that vent in the actual set..

because we had this little snake.

I said, “The snake can't bite.
It's not a meat-eater.”

“Oh, no, I- I can't="

So somebody stuck his in,
took out the snake,

“Look. Look,” and put it back in.
And finally...

Mark went and stuck his hand in
and brought out the snake.

But he was really frightened
of touching a snake.

But he did it
and that's what's wonderful.

And so I had to make
the scene work here...

with Ben who appears,
and a disappointed Yoda...

and him preparing the ship.

And he's being told
that he shouldn't do it

which sets up tension.

And we need this story tension.
“Don't do it!”

It's a larger issue.

It's saving many more people...

if you stayed here
and used your power.

“No. My friends.”

It's a very human impulse.

This, of course, sets up
that there's another—

Again, an advertisement
for the next film.

Now...

matters are worse.

That boy is our last hope.

No, there is another.

[Lucas] Some things are
designed for the next movie.

Some things come out of things
from earlier movies...

that nobody's ever even
contemplated yet—

the fact that there would be
three movies that came ahead of this.

All the seeds have been planted
in these movies...

in little moments, little lines,

in things that hopefully
when one sees all six together...

will resonate back and forth
between all the movies...

and reveal things.

[Burtt] All I remember
with sound in this scene...

was there was a fountain
in this room...

which had a dribbling water sound on
the dialogue track which made it unusable.

So we had to loop it.
[ Chuckles I And—

Although, I think a couple lines
sneak through.

If you listen carefully, you can hear
the water dripping in the background.

There are unique problems in recording
production sound for a Star Wars film.

When they're in the cockpit, say,
of the Millennium Falcon,

often it's difficult to get
the actors to speak loud enough...

during the performance of the scene.

You had a difficult time trying
to achieve a natural balance...

so that later when you put all the music
and all the roar of the spaceship in...

they don't get drowned out.

[Lucas]
The idea of 3PO being disassembled...

and then trying to get himself
put back together again...

is a motif that is carried through
with Luke and also even with Han.

It's a motif of the movies,
In this case, it's physical.

It's a physical manifestation.
In the rest of it...

it's either emotional manifestation
or a personality manifestation...

of somebody that sort of
ripped themselves apart...

and is trying to put themselves
back together again.

So, it's fun when you can take
a literal character—

in this case, a tin woodsman
or Humpty Dumpty—

and break 'em all apart,
and then have part of the movie...

be about how he gets
put back together again physically,

which is what Luke is trying to do,

what Han is doing
in terms of his morality,

but more importantly is what,
in the end, Darth Vader is trying to do.

[Kershner]
Now, when Calrissian comes in,

of course he's still taken with her,

but he now has a secret.

And we don't know that.
He doesn't show it.

But he's gonna
take them somewhere to help them.

He looks down here and says,
“Oh, you got a problem?”

No, no problem.

why?

[ Chuckling ]
And here are all the pieces of his friend.

“No, that's no problem.”

[Laughs]

Even though the design
of the sets is very modern,

it's actually
not that far in the future.

It's sort of a contemporary house.

But their costumes
are really ordinary.

And that makes them still human
and still accessible to us.

The mistake is when
they wear the Flash Gordon outfits...

with silver things and, you know, suits.

It ages immediately.
This doesn't age.

And there's Darth Vader.

Of course, you can't shoot Darth Vader.

Now, how did he get the gun
across that huge table into his hand?

Simple.

[ threw it across the table.

We photographed a quick take
of the gun flying through the arr...

and then put a string on it,
put it in the hands of Darth Vader...

and pulled it out
with the camera upside down.

And it snapped into his hand.

[ Sniffs I
Cost nothing. Best kind of special effects.

[Lucas]
Luke is in the process of going into...

an extremely dangerous situation...

out of his compassion—

Without the proper training,
without the proper thought,

without the proper foresight to
figure out how he's gonna get out of it.

His impulses are right,
but his methodology is wrong.

And then on the other side,
you have Lando in a situation...

where he's selling out his friends,
he's selling out everybody...

in order to save his skin and to save his city,
which is just the opposite.

And then you got Han Solo and
everybody sort of in between those,

caught in the middle
of the whole mess.

[ Kershner] Now, this is the
“poor Yorick” scene that I did—

[ Chuckling ]
From Hamlet, where he looks down...

at the skull of poor Yorick.

That was the reason
for that little moment.

I don't know if
anybody ever recognized it,

but it gave me a lot of satisfaction.

When he puts the head on,
he thinks he's doing a great job.

But he puts the head on backwards.

And, of course, he's angry.

And by the little movements,
you can see the anger.

Just these little movements,
which we did so simply with strings.

Now, this scene I had to cut..

because I showed the machine
in operation...

where there were all kinds of needles
and spikes and electronic things going.

And everyone felt
that it was too much...

for a film of this type.

Now, here you heard his shout of pain.

That had to be cut down even...

because the little kiddies
would be very frightened by it

[Lucas] [ used the same
thematic arc in this film...

as I did on the last film with Lando,

which is that he,
in the end, changes...

and becomes a more compassionate
person, just like Han did.

So as they go along,
their compassion...

causes other people
to become compassionate.

He's seen the error of his ways,
and he's willing...

to sort of join them
and do what he can to save them,

even at risking his city and
risking his life and everything else.

This is one of those examples
of what I call recurring themes...

or reprises of particular themes.

It's like a musical thing,
where you take that note,

which is the Han Solo character note
from the last movie,

and have him—
in this case, Lando Calrissian—

go through exactly
the same emotional arc,

The idea in this scene is that
they're torturing Han Solo...

in order to cause him pain...

in order to give off
the vibrations in the Force...

that allow Luke to sense
that there's something wrong.

It's not a matter of asking questions.
It's a matter of getting him to suffer...

so that Luke will be attracted
to the suffering and try to stop it.

[ Fisher] You know, if you pretend
something long enough, it comes true.

They had to pretend to fight,
and it was summer and it was hot.

And I'm sorry, uh,

about halfway through
an hour or two of this,

it started to get a little tense,
and we had to stop shooting...

and wait for everybody to relax.

Yeah, so we took about
a two- or three-hour...

hiatus from this scene.

[Burtt] The movie is filled, of course,
with lots of wonderful musical moments,

But as a sound designer,
you also try to achieve...

similar moments
with just sound effects.

Or the combination
of sound effects and music,

which is really making up...

the emotional content
of the soundtrack so often.

And it's always particularly challenging
and can be very satisfying...

when there's moments
in which the sound effects alone...

get to play the role
that music might normally play.

The music stops playing,
and then you're left...

with the ambience of the room.

Now, the carbon freezing chamber...

is one of my favorite
interior locations...

in all the Star Wars films.

Not only was it
visually quite fascinating,

but we were able to give it
all kinds of character with sound—

the big cranes that come down
to lift the carbon block,

all the pipes and steam and equipment...

that are going on
in the carbon freezing chamber.

The basic ambience for that location.

[ Kershner]
And so here he comes to a trap.

We know that Darth Vader's there.
We know that Han Solo is in trouble.

And this is the death march.

This was about 30 feet off the ground.

It was an all-black set
with some lights.

And it was a circle.

We could only build half the circle...

'cause there wasn't room to build it,
and also too expensive...

to build a complete circle.

So / shot everything
facing one way...

and did the reverse against
the same set...

at a different time.

[ Fisher]
It was unbelievably hot up here.

Chewbacca— I mean,
can you imagine how hot it is for him?

Plus, he started to smell like—

This is a hairy suit though.
It's not his fault.

It's the suit that's starting to smell.

I mean, he's— E-Everyone.

It is a steam bath where we are.

I think Harrison and I might have been
a little crabby on this one.

[ Kershner] He tells him, “Take it
easy. You gotta take care of Leia.”

That's his last words,
thinking about her.

That's what's interesting.
“You gotta take care of her.”

“Like you took care of me” is implied.

And they kiss again.

I love you.

I know.

But, you know,
this is not the way it was written.

It was written, “I love you too.”

When we were shooting it,
it was just about lunchtime.

And 1-1 hated the line,
“I love you too,”

because it gives her the advantage.

And whenever somebody says,
“I love you,” “I love you too,”

you're at a disadvantage.

The other person said it first

So / said,
“Let's come up with another line.”

We shot “I love you too.”
“Let's come up with another line.”

Well, I came up with lines.
Harrison came up with lines.

Everybody came up with lines.
And we shot for a half hour...

on lunch penalty.

And I just went crazy because
they wanted their beers,

which they drink in England
during lunch.

And I wanted, you know,
to get the right line.

And after a half hour, we gave up.

And I said, “Let's do one more take.
Don't think about it. Shoot! Action.”

And Harrison pulled back
and said, “I know.”

And I said, “Okay, that's it. Lunch.”

And David Tomblin ran over to me
and said,

“No! No, you can't do that!”

“What do you mean?”
He says, “Get the shot completed.”

I said, “We got it.”
“No! What do you mean?

“You're gonna use '| know'?

We've been shooting this long.
Keep shooting till you get what you want.”

I said, “I've got it. It's wonderful.

I know.” Nobody could've
thought of that.”

[ Chuckling ]
And so nobody believed—

The crew was standing there.
Nobody wanted to leave.

Because they felt that
something was wrong.

“I know”? That was it.

[Lucas] Part of the technical
issues here Is the film has to end...

between the confrontation
between father and son.

But just as with Obi-Wan Kenobi
in the last film,

I needed to have fewer cast members
to deal with at the very end here.

[Kershner] When Harrison
was sent down to the shop...

to use his body for the slab,

it came back where
his face was sticking out,

his arms were at his side
and he looked— he was at rest.

I said, “No, no, no, no.
That doesn't work.

He would be fighting to the end.”

So he went back and they redid it.

I said, “He'd be trying
to get out of this thing.”

And I put my two hands up
and grimaced.

And that's what he went down and did.

[Lucas]
The interesting shading...

on these two stories between
Han and Lando are that...

in the first film,
Han switches over...

primarily for his
caring and friendship...

of Luke and Leia.

Whereas Lando, it becomes more
of an imperative that..

realizing that by ignoring
his responsibility,

by making a pact with the devil,
he's not gonna win.

It's gonna get worse
and worse and worse for him.

The more he appeases Darth Vader,
the more he joins and the more he does,

the worse his situation
keeps getting.

And so it's not necessarily out of his
compassion for his friends,

although some of that is in there,

it's more about the fact that
the situation keeps deteriorating.

He realizes in the end that he's on
a route that he can't get out of.

It's his fate, so to speak.

There's a certain aspect of fate
that has been added into this...

in terms of having
a compassionate lifestyle.

In this case, that thematic device
is used in New Hope with Luke,

which is, his destiny is to go off
and save the universe.

And when he tries to not do it—

“I have to go home. I have to
bring the crops in. I have to do this.”

The thing of it is, his surrogate
parents end up getting killed.

All the reasons he's staying,
everything keeps deteriorating...

to the point where
he doesn't have a choice.

You have a choice between
choosing evil and avoiding the issue—

which you can't avoid,
it will not be avoidable—

or taking the compassionate route,
the route of helping other people...

and not having to face
this deteriorating situation of.

“the more you get in,
the worse it gets” kind of thing.

[ Kershner] This is the
beginning of real danger. Wham!

That represents danger to me,

when you have the teeth
and the door coming down.

Now here he is on the black set
It's quiet.

He's alone, he thinks.

It's dark. There's no one to fight

Whoop. The lights go on,

and here is what he feared the most.

Here is the real Darth Vader.

[Lucas] Kersh, more than anything
else, decided to use a more...

slightly abstract look
to this set and use mostly steam.

'Cause we were dealing
with this motif of hell.

In the middle of heaven,
so to speak.

So we wanted to make it kind of
ethereal and lots of steam and smoke...

so it creates a very,
almost abstract set and setting...

that is more steam
than it is physical reality.

[Burtt] In both New Hope
and Empire Strikes Back...

the policy pretty much had been
that we weren't...

using music
during the laser sword fights...

because the swords themselves seemed to
possess a degree of musical quality to them.

It was one of the most
satisfying moments...

to go through a whole
sequence of shots in a scene...

with just sound effects.

'Cause once again, the sound effects
give it such a credibility,

and sometimes that credibility is what
gives it the most emotional impact.

That— That's not necessary
to have music do it

The sounds effects
can be the music in cases like that.

[Lucas]
I also wanted Lando to...

fully accept his role...

as being converted to
the compassionate side.

I didn't want Han to sort of
force him, or to—

You know, I needed that
as a device, really,

to have Lando continue to help...

and become—
and want to save his friend.

Because he didn't expect that he was
gonna get encased in carbonite—

all these things that were
gonna happen.

[Kershner]
They still don't trust him.

He looks like
he really is in trouble, huh?

Ahhh.
[ Chuckling ]

That's a great moment,
you see, after he lets go.

And that's the moment
that's usually forgotten...

when they do
a strangling scene like that

So I kept the camera going
and had him really— [Groans]

The aftereffects of it is important

Now they gotta get away
from the stormtroopers,

You'll notice that when he's running,
the head's moving and the arm's moving.

That was all supposed
to be done electronically.

But it didn't work. And the prop
master came up with an idea on the spot.

We were desperate.

And it took him 15 minutes.
He hooked up a nylon cable...

to the back of the hand
and a cable around the head...

that was one end of it
in each hand...

of Chewbacca.

And he ran along with a fishing pole...

pulling the hand up...

and as Chewbacca ran...

he just moved the cable
that turned the head.

And it was done, again, strictly
mechanically, didn't cost anything.

[Lucas] At this point, Vader's plan,
now that he knows that he's his son,

Is to convince him to come with him
and join the dark side.

And together, they're going to
overthrow the emperor,

which is the thematic device
that is used...

through the whole movies
in terms of Sith.

Which is, if you have Sith lords—
there's usually no more than two,

because if there's three, then two
of them will gang up on one of them...

to try to become the dominant Sith.

Anakin would have been able to do it
if he hadn't been debilitated.

And now he's half machine and half man.

So he's lost a lot of the power of the
Force. He's lost a lot of his ability...

to be more powerful than the emperor.

But Luke hasn't.
Luke is Vader's hope.

His motives at this point
are purely evil.

He simply wants to continue
what he was doing before,

which was to get rid of the emperor
and make himself emperor.

He only sees his son as a mechanism
to further that ambition.

It's his mad lust for power.

[ Kershner] Every once in a while,
they inadvertently hit some metal.

And that's done on purpose.
That's set up ahead of time.

You see what these sabers can do.
They just whack right through metal.

[Lucas] This fight between
the two of them is a long fight.

And in order to make it interesting
and to make it progress...

it goes through three different sets.

One in the carbon freezing chamber,

one here, below
the carbon freezing chamber,

which allows us to get
into this giant shaft...

that goes to the bottom of the city.

So now we've got this shaft
to deal with as a set.

It gives us a chance to have these
“hanging into the abyss” scenes.

But it also makes the situation
much more threatening...

and the fight more interesting because
they're fighting over an infinite space.

It just makes it more and more hopeless
that Luke is gonna get out of it,

'cause he's getting
more and more trapped.

[ Kershner] I always hoped that
the audience would understand...

that Darth Vader
was pulling these things at him.

You see. I think they do.

Of course, we know his power.

And then I had him hit a few times here,
one after the other. Boom.

Boom.

And now the wind really throws those
things out, you see. Huge wind machine.

[Burtt]
You most often get the proper sound...

by recording something that is not...

the actual literal device in question.

You know, some of the best wind...

Is produced by recording
something else,

Sometimes even just running a pencil...

down a piece of rough canvas
and miking it closely...

gives you a beautiful sound of wind.

[Kershner]
And of course our hero...

has to keep going.

The more difficult you make it
for the hero, the better it is.

And the nice thing
about Darth Vader...

is he is the perfect bad guy...

because he's got so much power...

and he knows so much,

it makes the hero better.

That's a Hitchcockian principle.

You know, on a melodrama,
you have to have a terrific antagonist..

for the protagonist to really flourish.

And Darth Vader provides that

Again, a cliché.

The bad guys can't shoot straight.
The good guys shoot straight.

[ Chuckling ]
I've done it many times in film.

Have you ever tried to get out
of the way of a bullet flying at you?

And yet they do it
very well on film, don't they?

[Lucas] All these subplots
going on all the time...

of R2 picking up information
from the city's computer...

that's gonna help them later
as they try to escape.

There's lots of little setups,

or subplots, that are moving
through this whole thing.

It's built on bits
and pieces of information.

As opposed to a movie
like American Graffiti,

where all the stories are
not completely interwoven,

They kind of are separate stories...

that are constantly cutting
from one to another.

This one, all the characters...

and all the little stories
are all part of a bigger story.

So they're all completely interwoven,
which is much more complex...

in terms of trying to develop it all
and make all the pieces fit together.

It's a much more elaborate puzzle.

[ Fisher]
See all the squibs everywhere?

That was morning.
And by the very end...

I think I started dreaming
robots and squibs.

It's a very odd sort of job
to have for that long.

[Kershner]
Now this is a huge set.

But not as big as it appears.

It's part painting...

and part actual set...

and part miniature...

all blended together.

[Lucas] I like this shot in particular.
It's a big long-lens shot that Kersh did.

Stacks everything up
and makes Vader look huge...

and Luke look very small, very weak...

and Vader very powerful.

And this is where Vader reveals himself
in terms of what his ambitions are,

which is to have him join him
to help overthrow the emperor.

It turned out to be a real collaborative
endeavor between Kersh and I.

Him having a lot of freedom
to direct the film...

the way he thought it should be
in terms of...

the subtlety of the characters,
and the way he shot it.

I tried to support him.
In this particular case of Star Wars,

obviously I was the reigning
expert on Star Wars...

and knew who everybody was,
where everybody is and what happens...

and was able to solve
any story problems...

'cause I'm also the only one
that knew where the series was going.

But there were things
that were held off

I mean, the issue of Luke's father...

I kept pretty quiet
for a long, long time.

I didn't tell anybody,
not even Kersh,

because I just didn't
want that to get out.

And even when we shot It,
we didn't give the actors that.

[Kershner] This is the scene
that was never in the script.

And no one saw it.

except, just before it happened, Mark.

Darth Vader had other lines.

“We're gonna work together.”
Never “I'm your father.”

It was never said
'cause he didn't know.

He never saw that page.

He told me enough.

He told me you killed him.

No.

I am your father.

I gave him his gestures.

“I want you to turn.
I want you to move your head.

I want you to put your left arm out.
I want you to put your right arm out.”

At these points, you see,
in the script that he had...

I had worked it out so it was
like choreographed...

for his arm movements
and head movements.

And you'll see it, Mark reacted
to it, but he never heard it.

He knew it was in the script, you see.

And so he reacted to it beautifully,

but this was a secret
right through the picture.

Nobody knew it. When the
picture was shown at the Odeon,

Darth Vader was sitting
in back of me... in London.

And when he saw “I am your father,”

he tapped me on the shoulder
and said, “Why didn't you tell me?

I would have done it differently.”
[ Chuckles ]

[Lucas]
I was very concerned about this ending.

Especially in terms of children
and whether they'd be able to manage it.

You know, because he cuts
his hand off, which is very symbolic.

And what a young boy would think
about this if he had to deal with it.

There's no resolution to it.
But / talked to...

a number of psychologists
who basically said that...

most kids, if it's too intense for them,
will simply deny that it's true.

D-Deny that he is his father.
Thinks he's just lying to him.

And most of them said cutting
the hand off wouldn't be a problem,

'cause he gets a new hand at the end.

Those are the things you consider
when you're going through a story like this.

Especially since you know
a lot of people are gonna see it.

What is the potential to cause damage?

It's not something you have
to deal with if you have...

one film that has
a resolution at the end.

But this one doesn't get resolved
until the next movie,

which, when I made it, wasn't gonna
come out for another three years.

And more than anything else,
my biggest concern about this ending...

was that it really wasn't an ending,
it was the bad guys win, and...

the good guys limp home wounded,

The films are designed for young people.

They're designed for everybody,
but these are really designed...

to be emotionally healthy,
even though they have...

a lot of violence and that sort of thing.

The past has said that that isn't
usually the issue for younger people.

The issue is really
how the violence is portrayed...

and the consequences of the violence...

and what it means in a cultural context.

Which is, do the characters care
about it? Do they care about each other?

Is there any respect for human life?

That's why most of the people that get shot
in these movies are stormtroopers.

They're faceless.

Most mythology is pretty gruesome.

Even most fairy tales
are pretty gruesome.

And so, I'm pretty aware that human
nature was to tell these stories...

and make them be very powerful...

in terms of their consequences.

But now that we can take
a— a more learned look at these things,

it alerted me to the situation
that without the ending of the movie,

without the next ending,
it might be difficult for some kids.

It's a unique situation
of telling a story in three parts...

where you can't see them
one right after the other.

In those days,
you were gonna see one movie,

then three years later,
you were gonna see the other movie.

So, if a kid saw it when he was nine,
he wouldn't see the next one till he was 12,

Left a lot of kids hanging.

[Muren]
The background in these—

some of these were real photographs
we had and some of 'em were paintings...

of the clouds with a real sunset look.

That shot right there is a little doll,
a little GI Joe version...

of the character
sticking up through a model.

We just needed to get a shot
of him coming up to the outside.

They never had a chance to get one,
so we did it with a model.

A quick shot— came out okay.
And he gets rescued.

And off we go.

[Kershner]
When we did Darth Vader...

we had to do all his dialogue over...

in the studio.

And so, I went down to Ben's place...

and sat down in front of a mike...

with a script of Darth Vader...

and speaking into the mike...

like Darth Vader would...

[Imitating Darth Vader]
“You are my son. I am your father.”

[ Normal Voice I
I would do it that way, you see.

[Imitating Darth Vader]
“You will do as I say.”

[Laughing ]
I did all the lines this way.

'Cause I had the markings
of his movements,

his arm movements
and head movements.

And I did 'em all,
and Ben recorded this.

[Burtt] He did a great job
doing the temporary voices.

It's not just getting the timing right,
it's also getting a good performance.

And, you know, the director's
usually the best one...

to project that performance forward.

Yeah. And he would do so while
the editing of the film was taking place.

We would get a track from Kersh
that would be him as Darth Vader.

And we'd get a track from him
on occasion of him as Yoda.

In both cases he would imitate the voices,
you know, reasonably good.

And the performances were good.
And that was used for the timing purposes.

[ Kershner] My dialogue was
played to James Earl Jones,

who lost his voice by the end
of the day doing it.

[ Chuckling ]
Like I did.

But he just followed my voice
and had all the keys...

to the movement and the character.

[ Chuckles ]
That was an interesting way to work.

[Lucas] It's always one of those
story challenges when you...

have the main character
realizing his...

true nature
in the middle of an action scene...

where one part of it is his father
who's on one ship...

and he's on the other ship,

yet they're kind of communicating
with each other, and they're—

Part of the issue here is...

what is Luke gonna,
where is he gonna end up?

[Muren] This was a sequence
where we tried to give the huge look...

to Darth Vader's Star destroyer.

You can see it here. We had the
Falcon and the TIE ships and all...

be as tiny as they could be against
one little tiny part of Vader's Destroyer.

It helps make the thing
look really massive.

But what you're looking at there
is about two or three inches high—

Vader's Star destroyer—
a little tiny part of that model.

But with these ships in front of it,
being small also,

it makes everything look
very, very big.

[ Kershner]
And they're still running...

from the Empire.

Again, a little bit of humor.
“Come fix me. This is more important.”

[Lucas] One of the issues
in these movies is that.

R2 is the one who sort of
comes through and saves the day.

I mean, it's a subtle part of the story,
but in the end, he's the one...

that always pulls them
out of the danger...

one way or the other.

The payoff of this Darth Vader
killing his subordinates Piett joke...

Is this one where he comes down
at the very end of the movie...

and you fully expect him
to get killed and he doesn't.

He's too upset to even bother
with killing his subordinates.

'Cause he's really— You know,
we're talking about his son now.

So he's conflicted. It's not just hate
anymore. There's more to it than that

He's 3PO disassembled.

[Muren]
This is the end of Empire Strikes Back.

A lot of interesting-looking spaceships
in this that were put together.

There's the Falcon, and we have
X-wings ready for the third film.

And this was nice, just to sort of give
a sense that there's gonna be...

more to come in the future
in these films.

These were views where you
look down and you see inside the ships.

That's a little tiny set that was built
inside of the little Falcon.

Probably three or four inches wide,
a little cockpit in there.

[Lucas] I purposely made
his new hand realistic-looking,

whereas you'll see when the same thing
happens to his father...

in Episode II...

and his hand is not realistic-looking.

He wears a glove over it,
but it's just a metal hand,

which is what gets cut off
in Episode VI.

But there is, again,
this recurring theme of...

both Luke and his father
have their right hand cut off.

[ Kershner] I wanted very much to
not have that hand that's put on him—

a prosthetic hand—
to have it a dead thing.

I wanted it to have feeling.
I had them take a needle...

and stick it in the palm and on
the fingers to have them twitch,

which said to the audience,
“Ah, he has feeling in them.”

So it means he can make love, he
can do things, he's a whole man again.

And the search starts,

which of course
has to lead to the third part.

And there goes
the Millennium Falcon...

off on a journey
around the rim of a galaxy.

Now, you see, I've got
no big climax here at the end,

but it's the second movement
of a symphony,

the second act of a play.

It has to lead to the third.
So all I could have here was emotion.

Caring for the people—
what's gonna happen to them?

Remembering that Han Solo
Is somewhere in space...

locked in a carbon box.

Well, finally the filming was finished...

and I realized that the whole film
had been a guessing game.

I was never sure that
the special effects would really work...

with what I had shot

Or rather, what I had shot
would work with the special effects.

I was never sure whether
the performances were right,

whether the staging was right.

I was never sure of anything
by the end of the shooting...

because each shot,
each day is full of compromises.

But you try to keep them down.
You're guessing.

And then I realized George Lucas...

had financed this picture himself,

and here I was shooting
a guessing game...

with millions and millions of dollars
of his money.

This put a terrific burden on me...

because I knew whenever I screwed up
that it was costing him money.

And I knew that if something
didn't work, it was costing him money.

But it paid off,
and that's the way film is.

You chase shadows,

George had made a deal with me,
and he stuck to it

He stayed in California except for
a few times when he flew over...

like, to check out Yoda.

And what happened—
the picture was finished...

and it was gonna be premiered
in London at the Odeon...

in a big royal premiere.

And I got a call from George saying,

“Listen, next week you're gonna
fly over to London for the premiere.”

I said, “Oh, that's great!
When are we going? What day?”

He said, “No, not we.”
He said, “You're going.”

I said, “What do you mean?
Aren't you gonna go over?”

He says, “No, no.
It's your film. You go.

“If go, we'll be sharing,

you know, the so-called honors,”
he said.

He said, “No, no.
You go alone. It's your film.”

And I was very, very
impressed with that...

because since then, I've gotten
to know George a little better,

and this is true to his character.

[Burtt]
It's funny. People always say that.

They comment about Empire
being the favorite.

Yet at the time,
it was not considered that.

You have to think back,
you know, how capricious...

the world of entertainment is
in terms of the audience response.

The first film came out, A New Hope,
and it was extremely well received,

Surprised everyone.
It had all the success...

of something brand-new
for the first time.

Then you do a sequel,
The Empire Strikes Back,

and people's expectations now
are very high.

They remember how
they reacted to the first film.

And Empire is paced differently.

It's a darker story.

And it doesn't have
a complete resolution at the end.

It leaves things undone.

And when it came out, there was
a lot of reaction of disappointment.

There wasn't this judgment
that it was...

the best of the three films
or anything of that sort.

It was— It was a success, of course,
and it was respected,

but people spoke less of it

There was kind of, you know,
“Well, it's okay, I guess.”

“It wasn't quite what I was hoping for”
was sort of the attitude.

Given time, you look back at this middle
act, which is The Empire Strikes Back,

and it takes on a different—
it's in a different context.

You know, you see
the good performances.

You're not bothered by the lack
of resolution in the story completely.

It's satisfying. You know that
it's part of a greater story.

And you're not just measuring it
against the impact the first film had,

I think when they're all done
and 10 years go by,

maybe you'll put them all together
and look at it...

and maybe it'll take on some new
meaning that we don't know about yet.

I think it will,

English - US - PSDH - Commentary