Nowadays regarded as the greatest entry in the most iconic series in movies, The Empire Strikes Back had a production fraught with difficulties and interesting trivia. With 30 Super Star Destroyer-sized facts, we’re telling that behind the scenes story

The follow up to the biggest phenomenon inHollywood history in Star Wars (1977), The Empire Strikes Back was released in 1980 as one of the most anticipated movies of all time. Combining fantastic storytelling and outstanding visual effects, the film exceeded expectations to become one of he most acclaimed movie sequels ever made.

By way of 30 fascinating facts, we bring you the behind the scenes tale of a true classic.


1. The opening scenes were filmed in Norway

Opening on the ice planet of Hoth, the first act of Empire was filmed on location in Finse, a mountain village in Norway. There were some major issues when the area was hit by its biggest snowstorm in 100 years. Ordinarily, that would’ve halted filming, but but director Irvin Kershner saw it as a chance to shoot the scene where Luke Skywalker wanders through the snow after escaping the Wampa monster’s cave. Kershner spoke to Mark Hamill, who played Luke and said he would do it, so Kershner sent Hamill out in the snow by himself while he stayed in the hotel and filmed him from there.

Luke escape’s the Wampa’s cave before getting lost in a snowstorm

2. Alec Guinness filmed his scenes very quickly

Luke’s mentor, Obi Wan Kenobi, returns in the first part of the movie when he appears as a force ghost and tells Luke he must go to a planet called Dagobah to begin his Jedi training.

Obi Wan is played by Alec Guinness, and Guinness wasn’t on the set for long. He filmed his scenes on the final day of production. He turned up at 830am and was finished by 1pm. For 4 and a half hours’ work, Guinness was paid a quarter of a percentage point of the film’s gross, which ended up being worth millions.

Alec Guinness in Empire as Obi Wan Kenobi

3. The rebel troops were played by the locals

Echo Base is the Rebel Alliance’s headquarters on Hoth, and we spend quite a bit of time there, and see a lot of rebel troops. The extras in this scene – all the rebel troops, essentially – were played by Norwegian mountain-rescue skiers. And for their participation in the film, Lucas made a donation to the Norwegian Red Cross.

Norwegian rescue skiers as the rebels

4. Lucas took a new character’s name from an unusual place

In the huge Battle of Hoth sequence, we see Luke flying his snowspeeder – a vehicle which requires two co-pilots. Luke’s gunner is called Dak, which is an unusual name. The assistant editor on Empire was called Duwayne Duham, and he had a dog called Dak. That’s where Lucas took the name from.

Luke and his co-pilot, Dak

5. Lucas financed Empire with his own money

Star Wars was a groundbreaking film on its release in 1977, and changed the business model of Hollywood blockbusters. Before Star Wars, sequels and merchandise were not thought of as being worth much, so Lucas had struck a deal with 20th Century Fox whereby he would forego his director’s fee in exchange for keeping full rights to any Star Wars sequels and merchandise (including toys). After the unprecedented success of Star Wars, a sequel was always going to happen and, in order to keep that control he had over the movie, Lucas decided to finance Empire himself. The initial budget for the film was $18m and Lucas bankrolled it with a combination of his own money he made from Star Wars, and by taking out a bank loan.


6. Lucas wasn’t keen on directing the film himself

The production of Star Wars was long, arduous, and fraught with difficulties. Lucas had been left hospitalised with stress and exhaustion and, because of that, he wasn’t keen on directing a sequel to Star Wars himself. Irvin Kershner was hired as director fairly quickly but, before that, Lucas did consider another well known filmmaker.

According to Paul Verhoeven, he was invited for a meeting with Lucas and the Empire producer, Gary Kurtz, to talk about directing the film. Verhoeven said he turned up at this meeting with a cut of his new movie, a Dutch, more explicit version of Grease, called Spetters (1980).

After he screened Spetters to Lucas and Kurtz, Verhoeven said he never heard from them again.

The trailer for Verhoeven’s Spetters

7. Lucas turned to an old mentor to direct the film

That’s when Lucas turned to Irvin Kershner. Kershner had been Lucas’ lecturer when he was a film student at USC, and Lucas regarded him as a mentor figure. Kershner was already 57 at the time, but Lucas said to him: “You know everything a Hollywood director is supposed to know, but you’re not Hollywood.”

However, when Lucas first asked Kershner to direct Empire, Kershner turned him down, saying he had no interest in directing movies with special effects, and thought it would be impossible to top Star Wars anyway. However, his mind was changed after a conversation with his agent who said he would be mad to say no to the biggest movie ever made.

Irvin Kershner and George Lucas on the set of Empire

8. Like Star Wars, Empire was hit by many production issues

Lucas and Kershner had to deal with a lot o fissues during production that caused delays and the budget to balloon.

  • Firstly, the production started late. Stanley Kubrick had filmed The Shining at Elstree Studios (where part of Empire was being filmed), and a fire had burned the set down. This meant the start date for Empire was delayed by 3 months.
  • With it being a follow up to Star Wars, they had to contend daily with newspapers trying to infiltrate the set. UK tabloid newspaper The Sun hired helicopters to fly over the set taking pictures. Luckily, almost all of it was filmed indoors.
  • Plot leaks were a big problem, too. Lucas kept tabs on the cast and at one point he had a report which read, “Harrison Ford, one leak; Carrie Fisher, one leak; David Prowse, nine leaks!”
  • The production was further delayed by snowstorms, and a visit by Prince Charles had to be cancelled. Then one of the second unit director’s, John Barry, collapsed on the set and died from meningitis. Frank Oz, who voiced Yoda, was visited on the set by Harley Cokeliss, who had worked with Oz as a director on The Muppets Show. Lucas grabbed Cokeliss on the set and instantly offered him the job of second unit director, which he accepted.
  • After production wrapped, Lucas saw the first cut and called it, “disastrous.” Lucas re-edited the movie, which made it no better, so they had to do extensive reshoots and go through post-production again.

9. Lucas was done a favour by an old studio friend

By this point, the budget for Empire had increased from $18m to $30.5m and, having paid for the film himself, Lucas was facing financial ruin. He went back to 20th Century Fox and made a deal whereby they would finance the increase in budget, for a bigger cut of profits. And that deal essentially saved the film, and Lucas, from catastrophe.

When that deal was struck, Alan Ladd, jr, who was the Head of Fox at the time, did Lucas a big favour. He allowed Lucas to keep all of the sequel rights and merchandising rights for Star Wars movies, even though Lucas was in no real position to negotiate. When the shareholders at Fox found out, they were furious, which resulted in Ladd leaving his position. And, as a result of that, Lucas took his next project away from Fox. Which is why Raiders of the Lost Ark is produced by Paramount Pictures, not 20th Century Fox.


10. Mark Hamill injured himself frequently

Returning from Star Wars, Mark Hamill plays the lead character, Luke Skywalker. Hamill didn’t always have a good time on the set, though. His son was born during production and Hamill was given the day off, but called back to the set 9 hours after his son’s birth to redo a shot. The shot in question was the moment during the Battle of Hoth when Luke – about to be trampled by an AT-AT – jumps from his snowspeeder to avoid it. Hamill wasn’t very happy in being called back in for as hot that could have been performed by a stunt man and it got worse for him because, in performing the stunt, he broke his thumb.

There was also an accident at the start of filming. After Luke’s been attacked by the Wampa, we see him in a banta tank, recovering. Just before Hamill got in the tank, a mirror above the tank shattered and huge pieces of glass tore down into the water. It was so bad that Kershner later said, “If Mark had been in the tank at the time, I don’t know if he would have survived.”

Hamill was in the wars on Dagobah, too. The moment where Yoda and Obi-Wan are trying to convince Luke to stay, Luke pulls a snake from his X-Wing. Kershner had assured Hamill the snake was harmless, but it bit him a few times on the hand. And earlier, in Yoda’s hut, when Luke bangs his head on the roof, Kershner made Hamill do 16 takes.


11. Carrie Fisher and Harrison Ford partied with The Rolling Stones

Carrie Fisher has said that, when filming in London, she stayed at a house rented from Eric Idle (of Monty Python fame). One evening, Idle held a party there with Fisher, Harrison Ford and some of the Empire crew, and the Rolling Stones turned up. They had a drink which Fisher called, “Tunisian Table Cleaner” and stayed up all night. The next day, she and Ford were shooting the sequence where the Falcon arrives at Cloud City, which is why she and Ford look so happy in those scenes.


12. There were rumours of a kidnap plot

During her last days in the UK, Cazrrie Fisher discovered from a telephone conversation with her mother, Debbie Reynolds, that someone had threatened to kidnap her. So for the last few days on the set, Fisher was assigned personal bodyguards.


13. Han was frozen carbonite for a specific reason

It’s quite well known now that Harrison Ford wanted Han Solo to be killed off at the end of Empire, as he wasn’t keen on playing the character again. It was for this reason that Lucas had Han frozen in carbonite in the film, as it gave them the option of bringing Han back or not for Return of the Jedi (1983).


14. A real Millennium Falcon was constructed

Empire was the only Star Wars film where a full life-size Millennium Falcon for built for filming. The construction was 65 feet across, 80 feet long, 16 feet high, and it weighed 23 tons.


15. The creation of Yoda was not straightforward

The idea for Luke’s mentor figure in the film, Master Yoda, came from George Lucas, of course , but Yoda went through some changes. There was originally a mentor character in the film called Buffy, which was changed to Minch, then Minch Yoda, and they finally settled on Yoda.

Irvin Kershner originally thought Yoda should be 9 feet tall and have a big white beard, like Moses or Gandalf from The Lord of the Rings. But Lucas said to him, “That’s a bit of a cliche, Kersh.” Yoda was eventually designed by a British make up artist called Stuart Freeborn, who based Yoda’s eyes on Albert Einstein’s (to make him appear wise), and the rest of Yoda’s face on his own face.

Make up artist Stuart Freeborn alongside the Yoda puppet

16. Yoda had links to The Muppets

In terms of voicing Yoda, the first person Lucas offered the part to was Jim Henson, creator of The Muppets. Henson was too busy working on The Great Muppet Caper (1981), so recommended Frank Oz. Lucas went with his suggestion, and Frank Oz supplied the famous voice for Yoda.

Yoda was controlled by Frank Oz and three others, so the whole Dagobah set had to be elevated so the puppeteers could sit underneath it. Mark Hamill wore an earpiece so he could hear Frank Oz doing the voice under the set and Oz said that on many occasions, Kershner would give directions directly to Yoda, and Oz would have to remind him who to speak to.

Also, George Lucas was so blown away by Frank Oz’s performance as Yoda that he spent thousands of dollars on an advertising campaign to try and get him an Oscar nomination for Best Supporting Actor. It ultimately failed, though, because of Academy restrictions.


17. The first writer of the film was a female sci fi legend

The story for The Empire Strikes Back was written by George Lucas but, unlike with Star Wars, he didn’t want to write the screenplay himself. The first draft of the script was written by a 65 -year-old science fiction short story writer called Leigh Brackett. However, she sadly passed away from cancer shortly after finishing her draft. Around this time, Lucas was developing the first Indiana Jones film – Raiders of the Lost Ark (1981) – with Steven Spielberg and a young screenwriter called Lawrence Kasdan, and Lucas approached Kasdan to work with him on Empire. The script changed a lot after Kasdan came in.

Leigh Brackett’s draft was called Star Wars: Chapter II, and was very different to what we see on the screen. Kasdan said her take was from, “a different era” and that it didn’t have the right tone. In Brackett’s original version, Darth Vader was not Luke’s father, but we did find out Luke had a sister. The sister wasn’t Leia, though, she was called Nellith.

One of the producers on Empire was called Howard Kazanjian, and he said that the drafts changed so much that Brackett wouldn’t have received credit if it wasn’t for Lucas. He went to the Writers Guild of America (WGA) and requested Brackett be given co-writing credit, which she was. He also supported Brackett’s family beyond the $50,000 he’d agreed to pay her for writing the script.


18. Lucas had originally mapped out two Star Wars sequels

Before Star Wars came out, Lucas wasn’t sure if it was going to be successful, so he mapped out two possible sequels: An expensive one if Star Wars was a hit (this became The Empire Strikes Back), and also a low-budget idea, in case Star Wars hadn’t made huge money.

The low-budget sequel was called Splinter of the Mind’s Eye and, in this story, Luke and Leia become marooned on a planet called Mimban. So does Darth Vader, and he’s hunts them across the planet.

Splinter of the Mind’s Eye was turned into a novel by Alan Dean Foster, and a graphic novel by Marvel.

Splinter of the Mind’s Eye by Alan Dean Foster

19. John Williams took inspiration from a famous composer

Returning from his Oscar-winning work on Star Wars, the music on The Empire Strikes Back was composed by the legendary film composer, John Williams. The most famous new piece for Empire is probably the Imperial March, used as Vader and the Empire’s theme music, and Williams took inspiratrion for it from a very famous classical composer.

The 19th century Polish composer Frederic Chopin composed a funeral march, and Williams borrowed the melody for the Imperial March.

Chopin’s Funeral March

20. Some of the sets weren’t finished in time for shooting

The Director of Photography on Empire was an experienced cinematographer called Peter Suschitzky. Lucas originally wanted him to shoot Star Wars after seeing a Suschitzky-shot film called Privilege in 1967 but, because Lucas was so inexperienced as a director, the studio said he had to have an experienced DP, which is why Gilbert Taylor was hired. Lucas and Taylor didn’t get on on Star Wars, so Lucas went back to Suschitzky for Empire.

Then, during production, when the budget started becoming a big issue, Peter Suschitzky came to Lucas’ rescue. He said to Lucas that, rather than finishing the sets for Dagobah and Cloud City, just hang up some black curtains, fill the background with smoke, and he’d be able to make it look good with some clever lighting. So they did that, and that’s why there’s so much smoke in those sequences – the sets weren’t finished.

The Dagobah set, full of smoke

21. The AT-ATs are visual effects brilliance

When the Empire attacks the rebels on Hoth, they send their troops in aboard one of the most iconic Star Wars vehicles – all-terrain armoured transports, or AT-ATs for short.

It was a concept artist called Joe Johnstone who came up with the idea of the Empire using “walking tanks” based on the tripods from classic novel War of the Worlds by H.G. Wells, and designs he’d seen that Syd Mead – later the concept artist on Blade Runner (1982) – had done for US Steel. And from that, Joe Johnstone designed the look of the AT-ATs.

In terms of animating the AT-ATS, ILM used stop motion, and it was an animator called Jon Berg who led on the AT-ATs. It took him 13 months, working 14 hours each day, to complete the animations.

The Syd Mead concept art that inspired the AT-ATs

22. ILM pushed boundaries in creating the space battles, too

Some of the most memorable images from the film are the space battles, when the Millennium Falcon is being pursued by T.I.E. Fighters and Star Destroyers. Again, it fell to ILM to provide the effects magic to create those scenes, and the way they did it is to create the ships as scale models. They filmed the ships against a blue screen and moved them in various ways – by attaching them to pulleys, putting them on movable rods, or moving the camera in such a way it looks like the ship is moving. They then did the same with anything else moving in the frame, like other ships or asteroids, and then they composited all of it into the same shot.

So any shots where we see the Millennium Falcon swooping towards the camera or diving between Star Destroyers, it’s usually the camera that’s moving, not the model of the Falcon.

And to give an idea of the timescales involved, the shot where the TIE Fighter hits an asteroid and spins right into the camera is 1.7 seconds on the screen and, start to finish, it took a team of animators 3 weeks to complete.

Behind the scenes on the Star Wars trilogy with ILM

23. ILM had to be set up all over again

Development on Empire had started back in 1977 – pretty much straight after Star Wars was released – but the issue Lucas had was – because he’d set up special effects house ILM specifically for Star Wars – after Star Wars was finished, ILM had no other projects, so Lucas had to shut it down. He then had to re-establish ILM for Empire but, of course, the people who worked there – like John Dykstra, who was instrumental on Star Wars – had all moved on, so Lucas had to restaff almost the entire company. They eventually had a team of 100 who worked on Empire, and the majority of them had to work 15 hour days to hit the deadlines for the film.


24. Harrison Ford improvised some of his lines

Harrison Ford was famoulsy critical of some of George Lucas’ dialogue for Star Wars. Those problems were all but gone with Leigh Brackkett and Lawrence Kasdan coming in as writers for Empire, but Ford did still come up with a couple of his own lines.

Maybe the most famous Ford ad-lib is the moment that Han is about to be frozen in carbonite. At the most dramatic point, Leia says, “I love you” and Han replies, “I know.” The “I know” wasn’t in the script, and Ford and Kershner came up with it together. Lawrence Kasdan wasn’t happy that his dialogue was changed because he thought that was some of his best writing. George Lucas didn’t like the change either, and was only convinced when they had a test screening and the audience loved it.

In Kasdan’s original script, Leia said, “I love you” and Han replied, “Just remember that, Leia, because I’ll be back.”

There’s another Harrison Ford ad-lib in the film, too. The moment in Cloud City, when Lando is about to lead them into the trap, he offers his arm to Leia. Ford improvised Han coming up behind Leia and offering his arm to her at the same time and saying, “you old smoothie” to Lando.

Ford’s famous, “I know” ad-lib in the film

25. Lando could have been very different

Lando Calrissian, played by Billy Dee Williams, is Han’s old gambling buddy who the team turn to for refuge when on the run from the Empire. He’s a well known character in his own right now, but Lando could have been quite different.

Originally, Lando’s full name was Lando Kadar. And one of the first ideas for him was to have him as a clone who survived the Clone Wars, and who led legions of clones on a planet where they settled. Another Lucas idea had Lando as the descendant of survivors of the Clone Wars, born into a family who reproduced solely by cloning.

Billy Dee Williams had actually auditioned for the part of Han in Star Wars a few years earlier, but that didn’t make him a shoo-in to play Lando. The first person Lucas actually offered the role to was Yaphet Kotto, but he said no because he didn’t want to be typecast in science fiction films having recently played Parker in Alien. That was when Billy Dee Williams came in, and he said, “Lando is much like me – a pretty cool guy” – if he does say so himself.


26. Another character barely spoke a word, and still became iconic

Boba Fett is the Mandalorian bounty hunter hired by the Empire to hunt down Han and Leia. He only has 5 lines in the film, but still became one of the most popular characters in Star Wars lore.

Boba Fett was played by Jeremy Bulloch and, on Boba Fett’s armour, there’s a Wookie scalp. When Bulloch first put the costume on, he thought the Wookiee scalp was a hairpiece, and put it on under his helmet so it was poking out the sides. He said when Irvin Kershner saw him he burst out laughing.

Boba Fett’s scenes from Empire

27. The big plot twist was top secret

Possibly the most famous point in the movie is during the climactic lightsaber duel between Luke Skywalker and Darth Vader, when Vader reveals that he is Luke’s father. One of the most iconic plot twists in movie history, Lucas was naturally keen to keep it a secret.

The actor behind the Darth Vader mask, David Prowse, had a reputation for revealing plot points for the films. A couple of years earlier, Lucas had vaguely mentioned where the story might go to the cast and, in 1978, Prowse had attended a convention and told people that Vader was Luke’s father. So to stop it happening again, Lucas and Kershner gave Prowse a script with the line, “Obi Wan killed your father,” but just before filming the scene, they told Mark Hamill what the real line was, and that’s what he responded to.

Hamill said that Kershner pulled him to one side and said, “Now, I know this. And George knows this. And now you’re going to know this. But if you tell anybody – Carrie, Harrison, anybody, we’ll know it was you.”

Prowse was not happy that he’d never been told the truth because, he later said, “if I’d known, my acting would’ve been completely different.” I’m pretty sure he’s just standing there perfectly still at that point.

Then, at the premiere, at the point Vader said, “I am your father,”, Harrison Ford leaned over to Mark Hamill and said, “hey kid, you never f***ing told me that.”

The iconic, “I am your father” moment

28. The novelisation gave it all away, though

However, security wasn’t too tight all across the board, because the novelisation of Empire – written by Donald F. Glut – was released 1 month before the film, and the big, “I am your father,” reveal is in there.


29. Lucas ran into some trouble regarding the credits

Like he did with Star Wars, Lucas wanted to open Empire with the ioconic opening crawl text, and run the credits at the end of the movie. The Directors Guild of America (DGA) had allowed it for Star Wars because they thought it would be a flop but, with Empire, they said Lucas had to put the credits at the start. Lucas refused, so the DGA tried to stop the movie being released. That failed, so they fined Lucas and Irvin Kershner $250,000. Lucas paid it all himself, and then left the DGA and the WGA as well. And this is why Richard Marquand ended up directing Return of the Jedi (1983), because Lucas had to hire somebody who wasn’t a DGA member.


30. The movie was a box office behemoth

Following on from the highest-grossing movie of all tiome in Star Wars, big things were expected at the box office for The Empire Strikes Back and, while it didn’t perform as well as Star Wars, it was still a massive hit.

From a final budget of $30.5m, Empire grossed approximately $550m worldwide. It took more than 5 times as much as any other film that year, and was the second highest-grossing film ever, after Star Wars, so didn’t do too badly.


So, there you have it – the making of a modern science fiction action classic by way of 30 fascinating facts. Please share on your social platforms, and subscribe to our YouTube channel for lots of great video content.