Star Wars: 15 Things You Never Knew About The Empire Strikes Back

Learn what went on off-camera on the first Star Wars sequel!

Yoda Rides Luke's Back in Star Wars The Empire Strikes Back

The Empire Strikes Back is a rare kind of sequel—the kind that develops its own identity without rehashing its predecessor, while still maintaining the feel of the original. While the general public regards (correctly) Star Wars as forever the superior film, die-hard fans turn to Empire for its darker themes, exciting action, memorable characters and philosophical questions. Regardless, the 1980 film forever changed the Star Wars milieu, and contains the scene that would become the crux of the entire saga: “NoI am your father.

Yet for all its accolades and frequent views by Star Wars fans, The Empire Strikes Back has a hidden history, one full of turmoil, problems, broken relationships and career gambles. As directed by Irvin Kershner—who declined the job, only to have his agent “accept” on his behalf—Empire almost didn’t make it to theatres, threatening the career and fortune of its mastermind, George Lucas. Maybe the behind the scenes drama on the film will one day get a movie of its own. For now though, check out our expose of 15 Things You Didn’t Know About The Empire Strikes Back!

15 George Lucas self-funded the whole movie

Lando betrays his friends

Yes, that means The Empire Strikes Back technically qualifies as an indie film, even if it doesn’t feature "gay cowboys eating pudding." Swimming in cash thanks to the success of the original Star Wars and its tie-in toy line, George Lucas opted to fund any and all subsequent sequels out of his own pocket. If his strategy seems impressive today, it seemed very radical way back in 1979 when Empire rolled into production. Lucas had also retained sequel rights from Fox, who saw no future in the series. We’d imagine someone lost his job over that one…

Lucas had fought to maintain sequel rights as a way of guaranteeing himself total creative freedom with the Star Wars universe. It also meant he wouldn’t have to turn over ancillary earnings—that is, money earned through the sale of merchandise—to a studio. Money from Star Wars, and later, the rest of the trilogy, would go to founding Skywalker Ranch and different philanthropic programs for film students. Unfortunately the massive budget overages on Empire dictated some changes to that plan.

14 The production went way out of control

Luke Skywalker's head in Darth Vader's helmet in Star Wars The Empire Strikes Back

Production on Star Wars caused scores of problems for Lucas, both personally and professionally. The movie pushed him to his physical limits—he suffered from depression and suicidal thoughts, and his then-wife Marcia worried about George’s existing health ailments of hypertension and diabetes. Contrary to the popular narrative, Lucas never intended to make sequels to Star Wars. The massive success of the movie dictated otherwise, though, and Lucas decided to move ahead with development of a whole series of films. Apart from producing and writing the stories, however, he didn’t want any involvement with the productions.

Much as history dictated that Lucas would need to create Star Wars sequels, circumstance also demanded he step in on day-to-day work on Empire. Irvin Kershner—who hadn’t even wanted to direct the movie in the first place—fell way behind schedule, causing massive budget overruns. Lucas ended up having to direct portions of the film himself, and a rough cut of the film was a total disaster, sending Marcia Lucas into crying fits. Several edits later, Lucas, who preferred an action-driven plot, and Kershner, who wanted a quiet, character-based story, both hated the movie. The theatrical version was something of a compromise cut. Years later, with the Special Edition release, Kershner personally asked Lucas to change the Cloud City sets to more outdoor locations. Kershner had always hated that a “city in the clouds” felt so claustrophobic.

13 The production went way, way over budget

Star Wars: Bounty Hunters on the bridge of the Executor in The Empire Strikes Back

With shooting falling way behind schedule on Empire, costs began to skyrocket. Lucas, who’d stayed in the US with Marcia to try and start a family, started to panic. Besides Kershner’s slow pace, the movie ran into other issues. A fire destroyed portions of the sets, demanding their reconstruction. A blizzard in Norway prevented outdoor filming, forcing further delays. As with Star Wars, special effects footage proved hard to create, and incurred higher costs when the effects team at Industrial Light & Magic had to redo shots. The Yoda puppet proved unwieldy, and caused a major slowdown in filming.

With production sprawling out of control, Lucas left California for Europe to ensure Kershner pick up the pace. Even with Lucas working as an uncredited director, the cost of the film continued to balloon. Originally budgeted at $18 million, the final cost of Empire clocked in at a staggering $35 million!

12 Early drafts featured an appearance from Anakin.

Star Wars aficionados have long debated just how much of the overall saga George Lucas had in mind when he directed the first film, and, for that matter, spearheaded the rest of the series. Cynics have raised eyebrows at the shocking twist of Darth Vader as Luke Skywalker’s father, since nothing in the original film even hints at the plot point.

Though it is possible Lucas knew Vader was actually a reborn Anakin Skywalker way back in the early '70s as he began writing Star Wars, and just never told anybody, surviving documentation suggests otherwise. Chief among the proof—the first draft of Empire’s screenplay, written by the legendary sci-fi writer Leigh Brackett, featured an appearance by Anakin Skywalker as a totally different person. In that first draft, Luke journeyed to Dagobah to commune with the spirit of his father, who appeared as a Force ghost and instructed Luke in the Jedi way. Brackett died of cancer not long after finishing this first draft, and with production looming, Lucas penned the next two drafts himself. In these drafts, Vader and Anakin became the same character, setting up the events of the sequels and the Prequel Trilogy. More than likely, Lucas conceived of the idea in 1979 while working on Empire’s second draft.

11 Early drafts also mentioned Luke’s Sister, who wasn’t Leia

Wes Janson in a Snowspeeder on Hoth in Star Wars The Empire Strikes Back

In yet another dubious twist, Return of the Jedi reveals that Luke had a twin sister—Princess Leia, who up to that point audiences had assumed Luke would have a romantic attachment with. Much like the “I am your father” twist, the truth behind the development of this story point is more complicated.

In writing Star Wars sequels, documentation suggests Lucas did have in mind a twin sister plot twist fairly early on. Early drafts of Empire even give her a name—Nelleth Skywalker, whose existence Obi-Wan reveals to Luke in the Dagobah training sequences. The film would have further revealed that Nelleth, much like Luke, had been hidden from Vader at birth in another part of the galaxy. During development of Empire, Lucas had anticipated doing at least nine Star Wars movies, and Nelleth would have become the main focus of the Sequel Trilogy. After both Empire tested Lucas’ sanity and hurt his marriage to Marcia, Lucas opted to conclude the saga with Return of the Jedi, and made Leia into the twin sister to tie up several loose plot points at once.

10 Jim Henson turned down the part of Yoda

Yoda Uses the Force Star Wars Empire Strikes Back

From the very beginning, Star Wars, as well as Lucas and the film’s audience, had reveled in imagining exotic, alien locals and creatures. When it came time to work on The Empire Strikes Back, Lucas wanted to up the proverbial ante, offering even more creative aliens to the moviegoing audience. With Alec Guinness loathe to return, and later, demanding to film his scenes in a single day, Lucas knew he would need to create a character to fulfill the function of Jedi Master. After abandoning the Anakin’s ghost idea, Lucas returned to one of his early concepts for Star Wars—that of dwarf creatures. Thus did Yoda emerge.

To create Yoda, though, Lucas knew would require some innovative techniques. He consulted with Jim Henson, who’s Muppets had become cultural icons, and who had become known as something of a special effects wizard when it came to animatronics. Lucas and Henson became fast friends, but the latter declined the role to direct The Great Muppet Caper. Henson did, however, suggest his frequent collaborator Frank Oz for the part. Oz accepted, performing Yoda in both body and voice.

9 The “Han in Carbonite” subplot was written in just in case Harrison Ford refused to do another movie

Han Solo gets frozen in carbonite in Star Wars The Empire Strikes Back

Way back when Star Wars went into production, George Lucas dreamed of one day opening his own studio away from the perceived nepotism and greed of Hollywood. For that reason, when he began directing, he’d formed his own production company—a somewhat unusual move at the time. Lucas therefore began signing up actors in the studio style—writing in clauses for additional movies to the Star Wars contracts.

Lucasfilm may not have seemed like much at the time. Maybe for that reason, Harrison Ford declined to sign the same kind of three picture deal as Mark Hamill and Carrie Fisher. For that matter, so did Alec Guinness. When it came time to make Empire then, Lucas had to employ Ford and Guinness both on a per-film basis. Unsure if he could secure Ford for additional sequels, Lucas mandated the “carbonite” subplot, leaving Han Solo’s fate in question. Should Ford refuse to make another movie, Han could die off screen, leaving Luke & Leia to fall in love, and Lando Calrissian to take on the “lovable rogue” role.

8 It is not the first appearance of Boba Fett, whose name is never mentioned

Boba Fetts Slave One in Star Wars The Empire Strikes Back

Seldom has a character with so little screentime captured the imaginations of audiences. None of the characters in The Empire Strikes Back even acknowledge Boba Fett by name, and Fett only has a handful of lines in the movie, yet Boba Fett still became a cultural phenomenon. How did that happen?

Fett’s appeal, of course, comes at least in part from his role in the movie. He’s the guy who outsmarts Han Solo, capturing the beloved character to an unknown fate. His bounty hunter status also adds to the mystique. Yet a good deal of Boba Fett’s charisma may have to do with another little-known fact—The Empire Strikes Back is not his first appearance. Fett first appeared in an animated segment of The Star Wars Holiday Special in 1978. Though the program has an awful reputation today, the animated segments stand out as fun Star Wars romps, in part, because one features Boba Fett. Fett also became the first action figure released for Empire, which prompted early interest in the character.

7 The first cut was a disaster, requiring heavy reshoots

Han and Leia's first kiss from Empire Strikes Back

With shooting way behind schedule and costs running out of control on The Empire Strikes Back, George Lucas started to panic. With his entire personal fortune invested in production on Empire, the failure of the movie would mean persona and professional ruin. Shooting wrapped, and Lucas breathed a sigh of relief.

Then came the screening of the disastrous rough cut, which left Marcia Lucas in tears. Lucas exploded, furious with Gary Kurtz and Irvin Kershner at having spent his personal fortune to make a bad movie. Lucas tried reediting the movie himself to no avail. He then decided to film extensive reshoots, reworking the Han/Leia love subplot. That raised the cost of the picture even more, as Lucas had to divert funds from construction of Skywalker Ranch to keep the movie shooting. He also had to approach Fox for a loan, which production executive Alan Ladd, Jr. helped him secure. Ladd would later quit Fox over the loan, when Empire became a runaway hit.

6 When Gary Kurtz couldn’t wrangle the production, Lucas had to step in to produce and direct

Mark Hamill as Luke Skywalker in Star Wars The Empire Strikes Back

Gary Kurtz produced Star Wars and The Empire Strikes Back, along with Lucas’ earlier hit, American Graffiti. Since they parted company after Empire rumors have circulated that Lucas fired Kurtz over egotistical issues—specifically, that Lucas wanted only “yes men” surrounding him on Star Wars. Quite simply, the assumption isn’t true.

Moving into production on Empire, Lucas wanted to take a reduced role, as he and wife Marcia focused on building Skywalker Ranch, running Lucasfilm and starting a family. Lucas entrusted Kurtz to oversee Empire, and to keep it running on schedule and budget. Unfortunately, Kurtz couldn’t keep up with the span of the production. Most infuriating to Lucas, Kurtz also refused to keep Irvin Kershner running on schedule, allowing the director more time to shoot, further delaying production. With Lucas having invested his own fortune in Empire, thus staking his future on the success of the movie, he had to take a more active role in filming. Lucas flew to Europe to aid in the shooting, and ended up directing portions of the movie himself. Though Empire proved successful, the movie damaged his relationship with Kurtz. The two parted company thereafter, with Lucas opting to produce the films themselves.

5 Vader originally had a much smaller role.

David Prowse Darth Vader Star Wars Empire Strikes Back

Darth Vader caused a cultural sensation when Star Wars hit screens. A sci-fi update of the classic black knight motif, his dastardly plans and ruthless action made him a villain for the ages. For all the buzz he sparked though, audiences still had a lot of questions about Darth Vader. Was he a robot? Was he human? Why did he wear that armor?

Lucas did his part to clarify Vader’s function in the movie in a series of interviews, but in 1977, word didn’t travel as well or as fast as it does in the days of the internet. With The Empire Strikes Back, Lucas decided to further explore Vader’s character, and give him “big bad” status. Ergo, Vader got increased screentime without a Grand Moff Tarkin-type character to rival him for attention. This also led to the creation of Vader’s “throne,” the black, sealing chamber where he can remove his suit. One scene would even provide a glimpse of his heavily scarred head. Characters discuss Vader much more in Empire, and also seem more scared of him than before…and not just in a Jedi vs. Sith way. Even Han Solo shows fear of Darth Vader, and Empire actually contains the only direct interaction between the two characters.

4 The book Splinter of the Mind’s Eye was considered a possible sequel before Empire

Splinter of the Minds Eye

George Lucas had long flirted with the idea of Star Wars sequels. How else to explain his reasons for fighting to retain all sequel rights from Fox? As the movie rolled into production, Lucas decided to set the stage for coming sequels. He hired novelist Alan Dean Foster to write the story for a low-budget sequel, in case Star Wars didn’t turn into a major success. Keeping the budget down would involve reuse of props and costumes from Star Wars, and avoiding sequences which would require expensive effects.

Foster penned Splinter of the Mind’s Eye as the very first Star Wars sequel, in accordance with Lucas’ stipulations. The story follows a romancing Luke & Leia shipwrecked on the planet Mimban. There, they learn of a Kaiburr crystal—a gem with the power to magnify the Force. They begin to search for the artifact, even as Darth Vader and the Empire arrive in hot pursuit.

Han Solo doesn’t appear in the work, likely because Harrison Ford hadn’t committed to multiple films. Though a far cry from Empire a number of familiar concepts show up in Splinter, like the aforementioned Kaiburr crystals and a swamp planet. Luke and Vader also duel in the novel, as do Vader and Leia…the kind of prospect that has long excited fans that the films still haven’t delivered upon!

3 The special effects had some unlikely sources

Bounty Hunter IG-88 in Star Wars The Empire Strikes Back

Long before the days of CGI, special effects technicians had to come up with some creative ways to achieve unusual effects in movies. While Empire improved on the motion control model effects pioneered in Star Wars, other effects had decidedly low-tech origins. Effects artists created the fog around the tauntauns by blowing cigarette smoke in front of the camera. The infamous asteroid chase scene used potatoes to create the appearance of flying rocks. Another legend says the technicians also inserted a shoe into the scene. The Dagobah sequence which has R2-D2 getting swallowed up and spit out by a sea creature was filmed by the second unit…in George Lucas’ swimming pool! With Skywalker Ranch under construction, the builders hadn’t completed the pool yet. The rough appearance made it ideal to double for alien swamps.

Lucas and the crew used other methods to try and keep costs under control too. He’d kept all the props and costumes from Star Wars in the newly formed Lucasfilm archives, which allowed the production to repurpose them into having new functions. The bounty hunter IG-88, for example, turns up as a character and as a set decoration in the Bespin sequence. The odd prop used as IG-88’s body originally had a home in the Mos Eisley Cantina as an intergalactic tap! Lucas would reuse the same props again in Return of the Jedi, though would retire them after.

2 The cast partied hard off screen

Carrie Fisher in The Empire Strikes Back

Carrie Fisher has just released a book called The Princess Diarist, a memoir derived from her rediscovered diaries she wrote while making the Original Trilogy. The newswire has already picked up the story that she and Harrison Ford had an affair while filming Star Wars. She also recalled in her book Wishful Drinking one day after filming when she, Harrison and Mark Hamill all got stoned from smoking marijuana! Their antics didn’t stop with the first film, either.

Fisher has revealed that during the making of Empire, she and Ford met up with Monty Python alum Eric Idle, as well as the rock band The Rolling Stones for a night of hard partying. In fact, the party got so out of control, they went right from the party to shooting the arrival at Cloud City scene. Fisher contends to this day that the reason she and Ford look so happy is that they were still feeling the effects of the night before!

1 Lucas tried to get Oz an Oscar Nomination

Yoda Rides Luke's Back in Star Wars The Empire Strikes Back

Needless to say, Yoda, like so many other Star Wars-isms, has become a cultural touchstone. His odd patterns of speech, diminutive stature, big ears and cantankerous attitude have become synonymous with wisdom, discipline and mentor figures. Audiences fell in love with Yoda after The Empire Strikes Back hit theatres, and the character became one of the many breakouts of the film.

Much of that credit should go to Frank Oz, the performer who imbued Yoda with so much personality. Oz had worked with Jim Henson on the Muppets for years before Lucas tapped him to play Yoda. He’d also given life to some other memorable characters, including Miss Piggy, Fozzie Bear and the Muppet drummer, Animal. Yoda just became another gold star on Oz’s resume.

George Lucas also fell in love with Yoda, and even spent thousands of dollars campaigning for Oz to get a Best Supporting Actor Oscar nomination! It didn’t happen—the Academy eventually declared that puppeteers were not actors, and ineligible for the award. Lucas made the snub up to Oz by brining him back for the next four Star Wars outings. The Academy should apologize too!


Have a favorite story about Empire we didn't tell? Let us know in the comments!


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