Development (pictured in 1986) was thoroughly involved in
The Empire Strikes Back, but wanted to avoid the stress of serving as director again. Following the unexpected financial success and cultural impact of
Star Wars (1977), a sequel was swiftly put into production. In case
Star Wars had failed, creator
George Lucas had contracted
Alan Dean Foster to write a low-budget sequel (later released as the novel ''
Splinter of the Mind's Eye). Once the success of Star Wars
was evident, Lucas was reluctant to direct the sequel because of the stress of making the first film and its impact on his health. The popularity of Star Wars'' brought Lucas wealth, fame and positive attention from the public, but it also brought negative attention in the form of threats and many unwelcome requests for financial backing. Conscious that the sequel needed to exceed the original's scope—making it a bigger production—and that his production effects company
Lucasfilm was relatively small and operating out of a makeshift office, Lucas considered selling the project to
20th Century-Fox in exchange for a profit percentage. He had profited substantially from
Star Wars and did not need to work, but he was ultimately too invested in his creation to entrust it to others. Lucas had concepts for the sequel, but no solid structure. He knew the story would be darker, would explore more mature themes and relationships, and would continue to explore the nature of the Force. Lucas intended to fund the production independently, using his $12million profit from
Star Wars to relocate and expand his special effects company
Industrial Light & Magic (ILM) and establish his
Skywalker movie ranch in
Marin County, California, with the remainder used as collateral for a loan from
Bank of America for the film's $8million budget. Fox had the right of first negotiation and refusal to participate in any potential sequel. Negotiations began in mid-1977 between the studio and Lucas's representatives. Fox had already given Lucas a controlling interest in the series' merchandising and sequels because it had thought
Star Wars would be worthless. Terms were agreed quickly for the sequel compared to the original, in part because Fox executive
Alan Ladd Jr. had been supportive of the original and was eager for the sequel. The 100-page contract was signed on September 21, 1977, dictating that Fox would distribute the film, but have no creative input, in exchange for 50% of the gross profits on the first $20million earned, with the percentage increasing to 77.5% in the producers' favor if it exceeded $100million. Filming had to begin by January 1979 for release on May 1, 1980. The deal offered the possibility of significant financial gain for Lucas, but he risked financial ruin if the sequel failed. To mitigate some of the risk, Lucas founded The Chapter II Company to control the film's development and absorb its liabilities. He signed a contract between the company and Lucasfilm, granting himself 5% of the
box office gross profits. He also founded Black Falcon to license
Star Wars merchandising rights, using the income to subsidize his ongoing projects. Development for the sequel began in August 1977, under the title
Star Wars Chapter II. Lucas considered replacing producer
Gary Kurtz with
Howard Kazanjian because Kurtz had not fulfilled his role and left problems unresolved while filming
Star Wars. Kurtz convinced him otherwise by trading on his longtime loyalty to Lucas and his knowledge of the
Star Wars property. Lucas took an executive producer role, enabling him to focus on his businesses and the development of
Raiders of the Lost Ark (1981). By late 1977, Kurtz began hiring key crew members, including production designer
Norman Reynolds, consultant
John Barry, makeup artist
Stuart Freeborn, and first assistant director
David Tomblin. Lucas rehired artists
Ralph McQuarrie and
Joe Johnston to maintain visual consistency with
Star Wars, and the three began conceptualizing the Hoth battle in December. By this point, the budget had increased to $10million. Lucas wanted a director who would support the material and accept that he was ultimately in charge. He considered around 100 directors, including
Alan Parker and
John Badham, before hiring his old acquaintance
Irvin Kershner in February 1978. Kershner was reluctant to direct the sequel to a film as successful as
Star Wars, and his friends warned him against taking the job, believing he would be blamed if it failed. Lucas convinced Kershner it was not so much a sequel as a chapter in a larger story; he also promised him he could make the film his own way.
Writing Lucas began formulating ideas in August 1977. These included the Emperor, Luke's lost sister, and an explanation of facial injuries Hamill had suffered from an accident after filming
Star Wars (Lucas told Hamill that, had he died, his character would have been replaced, not recast). Hamill recounted being told the sister character might be Leia, which he found disappointing. Lucas had written
Star Wars, but did not enjoy developing lore for an original universe.
Leigh Brackett, a science-fiction writer whom Lucas met through a friend, excelled at quick-paced dialogue. He hired her for $50,000, aware that she had cancer. Between November28 and December2, 1977, Lucas and Brackett held a story conference. Lucas had core ideas in mind, but wanted Brackett to piece them together. He envisioned one central plot complemented by three main subplots, set across 60 scenes, 100 script pages, and a two-hour runtime. They formed a general outline and ideas that included the Wookiee homeworld, new alien species, the Galactic Emperor, a gambler from Han's past, water and city planets, Luke's lost twin sister, and a diminutive, froglike creature, Minch Yoda. Lucas drew on influences including
The Thing from Another World (1951), the novel
Dune (1965), and the television series
Flash Gordon (1954). Around this time, Kurtz conceived the title
The Empire Strikes Back. He said they avoided calling it
Star Wars II because films with "II" in their titles were seen as inferior. Brackett completed her first draft in February 1978, titled
Star Wars sequel, from the adventures of Luke Skywalker. The draft contained a city in the clouds, a chase through an asteroid belt, a greater focus on the love triangle between Luke, Han, and Leia (who is portrayed as a
damsel in distress), the battle of Hoth and a climactic duel between Luke and Darth Vader. Luke is visited by the ghosts of his father and Obi-Wan, leaving Vader a separate character. The draft reveals Luke has a sister (not Leia), Han goes on a mission to recruit his powerful stepfather, and Lando is a clone from the
Clone Wars. Lucas made detailed notes and attempted to contact Brackett, but she had been hospitalized, and died of cancer a few weeks later, on March 18.
Rewrite The strict schedule left Lucas no choice but to write the second draft himself. Though Brackett's draft followed Lucas's outline, he found she had portrayed the characters differently than he intended. Lucas completed his handwritten, 121-page draft on April 1. He found the process more enjoyable than on
Star Wars because he was familiar with the universe, but struggled to write a satisfying conclusion, leaving it open for a third film. This draft depicted Luke's sister as a new character undertaking a similar journey; Vader's castle and his fear of the emperor; distinct power levels in controlling the Force; Yoda's unconventional speech pattern; and bounty hunters, including Boba Fett. Lucas wrote Fett like the
Man with No Name, combining him with an abandoned idea for a Super
Stormtrooper. Lucas's handwritten draft mentioned Vader being Luke's father, but the typed script omitted this revelation. Although various drafts depicted the ghost of Luke's father, Lucas said he had always intended for Vader to be Luke's father and omitted it from scripts to avoid leaks. Lucas also included Han's debt to Jabba, and he recontextualized Luke leaving Dagobah to rescue his friends: in Brackett's draft, Obi-Wan instructs Luke to leave; Lucas had Luke choose to do so. Lucas removed a scene of Luke massacring stormtroopers to convey him falling to the dark side. He wanted to explore this in the next film instead, and he believed it was important that the film's characters be inspirational and appropriate for children. His typed draft was titled
Star Wars: Episode V The Empire Strikes Back. In June 1978, impressed with his work on
Raiders of the Lost Ark, Lucas hired
Lawrence Kasdan to refine the draft; Kasdan was paid $60,000. In early July, Kasdan, Kershner and Lucas held a story conference to discuss Lucas's draft. The group collaborated on ideas, with Lucas embracing their challenges and input. Mandated to deliver a fifth of the script every other week, Kasdan began his rewrite, focusing on developing character relationships and psychologies; he completed the third draft by early August. This version refined Minch Yoda—alternately named "the Critter", Minch, Buffy, and simply Yoda—from a slimy creature to a small blue one; each version retained the character's long life and wisdom. Yoda was intended to teach Luke to respect everyone and not judge by appearances, and to defy audience expectations about what a Jedi Master would be like. The draft tightened or expanded dialogue to better pace action scenes, added more romance, and added or changed locations, such as moving a Vader scene from a spaceship deck to his private cubicle. Lucas removed a line mentioning Lando deliberately abandoning his people, and had Luke contact Leia through the Force instead of Obi-Wan's ghost. The fourth draft—mostly the same, but with more detailed action—was submitted on October 24. Although some of Brackett's ideas remained, such as Luke's Dagobah training, her dialogue and characterization were removed. Kasdan described her take as from "a different era", lacking the necessary tone. Kazanjian did not believe the
Writers Guild of America West would approve of her receiving credit, but Lucas liked Brackett and supported her credit as co-writer. He also provided for her family beyond her contracted pay. The fifth draft was completed in February 1979. It revised some scenes and introduced a "Hogmen" species created by Kershner; Lucas did not like the idea because he perceived them as slaves.
Casting (in 1997) joined the cast as
Lando Calrissian. Mark Hamill (Luke), Carrie Fisher (Leia), Harrison Ford (Han), Peter Mayhew (Chewbacca), and Kenny Baker (R2-D2) all reprised their roles from
Star Wars. Hamill and Fisher were contracted for a second, third, and fourth film, but Ford had declined similar terms because of earlier bad experiences; he agreed to return because he wanted to improve on his
Star Wars performance. Hamill spent four months bodybuilding and learning karate, fencing, and kendo to prepare for his stunts. David Prowse hesitated to return as Darth Vader because, as he was hidden behind a costume, he believed the role offered little job security. However, he decided to return after being told further delays would lead to him being replaced. James Earl Jones returned to voice Vader but, as with
Star Wars, declined a credit because he considered himself "special effects" to Prowse's physical performance. He earned $15,000 for half a day's work, plus a small percentage of the profits. Anthony Daniels was reluctant to return as because he had received little acknowledgment for his previous performance; the filmmakers played down his involvement to give the impression that C-3PO was a real robot. He ultimately agreed to return, however, for a higher salary. Alec Guinness said he could not return as Obi-Wan because his failing eyesight required him to avoid bright lights. Recasting him was considered but, determined to recruit him, Lucas agreed to a deal in late August 1979 which gave him a more limited role. Guinness was paid 0.25% of
Empires box office gross for his few hours of work. Billy Dee Williams was cast as Lando Calrissian, making him the first black actor with a starring role in the series. He found the character interesting because of his cape and
Armenian surname; Williams believed this gave him room to develop the character. Williams said Lando was much like himself—a "pretty cool guy". He believed it was a
token role, but was assured it was not specifically written for a black actor. Kershner said Williams had the fantastic charm of a "Mississippi riverboat hustler".
Howard Rollins,
Terry Alexander,
Robert Christian, Thurman Scott, and
Yaphet Kotto were also considered for the part. Yoda was voiced and puppeteered by Frank Oz, with assistance from
Kathryn Mullen,
David Barclay, and
Wendy Froud. Lucas had intended for a different actor to provide Yoda's voice, but decided it would be too difficult to cast someone who could match their voice to Oz's puppetry. Jeremy Bulloch did not audition for Boba Fett, but was hired because the costume fit him. It was uncomfortable and top-heavy, making it difficult to maintain his balance, and the mask often steamed up. Bulloch assumed his lines would be dubbed over, as he had little dialogue (Fett's voice actor, Jason Wingreen, remained uncredited until 2000). Bulloch also appears as an Imperial officer who restrains Leia in Cloud City. No other cast member was available for this role, so Kurtz had him quickly change out of the Fett costume to stand in; John Morton portrays Fett in the same scene. There was no extensive casting for the Emperor. Lucas chose Clive Revill to provide the character's voice, and actress
Marjorie Eaton physically portrayed the Emperor in test footage. The footage proved unsatisfactory, so special effects artist
Rick Baker created a full mask that his wife Elaine wore. Chimpanzee eyes were superimposed over her face; cat eyes and the eyes of assistant accountant Laura Crockett were also considered.
Pre-production Pre-production began in early 1978. Although Kershner wanted two years, pre-production only lasted a year. Seeking an area to represent the ice planet Hoth, location scouts considered Finland, Sweden, and the Arctic Circle. The location needed to be free of trees and near populated areas for amenities. Kershner credited a Fox distribution employee with recommending
Finse, Norway; Kurtz said it was Norman Reynolds who had done so. For the bog planet Dagobah, scouts looked at Central Africa, Kenya, and Scandinavia, but Lucas wanted to avoid shooting on location. He funded the construction of a "
Star Wars stage" at
Elstree Studios, London, for the Dagobah and Rebel base sets. Construction for the stage—which measured and cost $2million—began at the end of August. Sets were the single largest expense of the production, costing a total of $3.5million. By December, the budget had increased to $21.5million, more than double the original estimate. Financial projections for The Chapter II Company suggested it would run a monthly deficit of $5–25million by the end of 1979, including over $2million in production costs and $400,000 to fund ILM. As the start of filming in January 1979 loomed, a fire on Elstree's Stage 3—where
The Shining (1980) was being filmed—destroyed the space planned for
Empires sets. The impact was significant, resulting in the
Empire production being forced to give up two stages so
The Shining could continue filming. Sixty-four sets had to be moved through nine stages and the filming schedule had to be altered. Poor weather delayed construction of necessary sets, props, and the
Star Wars stage. By February 25, the Finse location crew had arrived in Norway to receive flown-in equipment containers and begin digging trenches for battle sequences.
Music The musical score for
The Empire Strikes Back was composed and conducted by
John Williams and performed by the
London Symphony Orchestra, at a cost of about $250,000. Williams began planning the score in November 1979, estimating the film would require 107 minutes of music. For two weeks across eighteen 3-hour sessions just after Christmas, Williams recorded the score at Anvil Studios and
Abbey Road Studios, London. Up to 104 musicians were involved at a time, playing such instruments as oboes, piccolos, pianos, and harps. == Filming ==